Good day, ladies and gentlemen, welcome to the Simon fourth quarter 2020 Simon Property Group earnings conference call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question-and-answer session. I would now like to turn the conference over to Senior Vice President of Investor Relations. Please go ahead. Thank you. Apologies for the delay getting started this evening, and thank you all for joining us. Presenting on today's call is David Simon, Chairman, Chief Executive Officer, and President. Also on the call are Brian McDade, Chief Financial Officer, and Adam Reuille, Chief Accounting Officer. Before we begin, a quick reminder that statements made during this call may be deemed forward-looking statements within the meaning of the safe harbor of the Private Securities Litigation Reform Act of 1995, and actual results may differ materially due to a variety of risks, uncertainties, and other factors. We refer you to today's press release and our SEC filings for a detailed discussion of the risk factors relating to those forward-looking statements. Please note that this call includes information that may be accurate only as of today's date. Reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures are included within the press release and the supplemental information in today's Form 8-K filing. Both the press release and the supplemental information are available on our IR website at investors.simon.com. For those who would like to participate in the question-and-answer session, we ask that you please respect our request to limit yourself to one question and one follow-up question so we might allow everyone with interest the opportunity to participate. For prepared remarks, I'm pleased to introduce David Simon. Okay, good evening. As all of us know, 2020 was a difficult year for all of those affected by COVID-19, including our company. Even with the unprecedented operating environment, we accomplished a great deal. We earned $9.11 per diluted share in funds from operation for the full year, which includes $0.06 per share dilution from our recent equity offering in November. We generated over $2.3 billion in operating cash flow. We acquired an 80% interest in the Taubman Realty Group, made strategic investments in several widely recognized retail brands that attract evaluations and have already made significant progress in repositioning each brand and increasing their operating cash flow. We raised over $13 billion in debt and equity markets, opened two new international shopping destinations, expanded two others, completed three domestic redevelopments, abated rent for thousands of small and local businesses, regional entrepreneurs, and restaurateurs who frankly needed our help to survive, paid $700 million in real estate taxes, which unbelievably was an increase from 2019, despite losing approximately 13,500 shopping days in our domestic portfolio during the year due to the restrictive governmental orders placed upon us. That's roughly 20% of the whole year, to put it in perspective. We returned $2 billion in cash to our shareholders in dividends. These results, frankly, these accomplishments, are a testament to the entire Simon team for the resilience, relentless focus on operations and cost structure, the safety of the communities we serve, obviously focused on giving back to the communities in terms of what we did from an abatement and real estate tax point of view. Let's go to the fourth quarter, then we're going to turn the page. Fourth quarter FFO was $787 million. That's $2.17 per share. That was affected by the dilution of our equity offering that I mentioned. I'm pleased to report that with the solid profitability and the $900 million in operating cash flow we generated in the fourth quarter, our domestic international operations in the quarter were negatively impacted by approximately a net $0.95 per diluted share, primarily due to the reduced lease income, including sales-based rents and other property revenues caused by COVID-19 disruption. $0.06 Also from the international operations due to various restrictions placed upon those properties. Collection from our U.S. retail portfolio continued to improve. As of last week, we have collected 90% of our net billed rents for the second, third, and fourth quarters combined. We made significant progress in the fourth quarter in addressing previously unresolved amounts with certain large tenants. We still, even to this day, have a handful of large tenants, unfortunately, who have yet to resolve their receivables, and we are hopeful that we anticipate resolving those certainly in the next few weeks. You can review the collection details in our press release that we issued. Let me walk through, as I have for Q2, Q3 and Q4, the year-over-year change for the fourth quarter in the context of our portfolio NOI presentation, which you can find on page 17. To remind you, these are on a gross basis and not a company share. Last year, our NOI was $1.6 billion in the fourth quarter. This year, it's $1.2 billion. That's a decrease of 23.9% or approximately $380 million. Here are the components of the decline. $220 million in aggregate from domestic rent abatements and higher uncollectible rents, primarily associated with retail bankruptcies. This is an important reminder, we do not amortize any of the abatements, even though through FASB you could. We chose to write those off in the period that they were granted, and hence, they affect our lease income in the period that we decided to go ahead and grant the abatement. Approximately $205 million from lower minimum rents reimbursement, short-term leasing, ancillary property revenues, and terminations associated with bankruptcy tenants, and lower sales volume due to COVID-19 disruption. Obviously, lots of government restrictions on restaurants and amount of people we could have in the properties. Just as a reminder to you, we have a great deal of seasonality in the fourth quarter. Obviously, the cart kiosk overage rent was impacted by, again, the immense restrictions that we had in terms of operating our portfolio by government mandates. We offset some of that decline by our diligent cost reduction initiatives. Operating metrics at the fourth quarter was basically flat compared to the third quarter 2020, and we were down year-over-year. Average base minimum rent was $55.80, up 2.2% for the year. Leasing spreads declined primarily as a function of mix. We had some boxes last year that rolled out and are no longer in the 12-month reporting period. Good news is leasing momentum is continuing. We signed over 1,400 leases representing 6 million sq ft and have a significant number of leases in our pipeline. That's a testament to our quality of our real estate. I do think we're starting to see our retailers get back to what they do best, and that is operate stores. We opened two new outlets, frankly, in Spain and Bangkok, which we're proud of. We have an outlet under construction in England, which will open this spring. Redevelopments, as I mentioned to you, we completed a number of properties. We also added, which is essentially the Woodbury of Asia, Gotemba outlet expansion, another 178,000 sq ft, and another property in Japan adding another 110,000 sq ft. Look for those to add to our cash flow in future years. We continue to densify our centers with the opening of a multi-family residential complex and hotel. We also have three hotels under construction. We completed the redevelopment of another North shore Mall, and we started construction on expansion in Naples. We're back to focused on continuing to add improvements across our portfolio worldwide. We also have a pipeline, as you know, of redevelopment, new development that is under consideration. Let me just turn to our retail investments, and I think, and I hope this puts all of this in proper perspective. Obviously, we have an unbelievable track record in capital allocation, making significant returns on investment. During the year, we capitalized on buying four recognized retail brands in bankruptcy. We bought them at attractive valuations. They include Forever 21, Lucky Brand, Brooks Brothers, and Penney. Each of these brands, we believe, presents a very interesting repositioning opportunity, and each investment has completed at attractive valuations, and we've made significant progress improving the positioning and operating results of the company. Let me just give Forever 21 as an example. As you know, we bought it in February, pre-COVID, well before we knew COVID would have the impact it did on 2020. Despite all of that, Forever 21, both in the company, generated a positive EBITDA pre-royalties of approximately $75 million in 2020. We basically paid $67 million for that. Our share of that is $30 million, and you can divide it by 67 to give you our return on investment in COVID 2020. Now, you could probably conclude that that's a pretty good return on investment. Now, if you put all of our retail brand investments in context, we have approximately $330 million of remaining invested capital, net of cash distributions, and the value of appreciation of our ABG investment, which has just had a recent trade. In marking that to market, our net investment in all of these activities is $330 million, and all of these brands will generate for us in 2021, our share, $260 million of EBITDA. You can take 260 divided by 330 to get a sense of our return on investment. Now, I want to remind everyone that we do not add back the depreciation associated with these retailer investments to our FFO because it's not real property. The contribution of that from an earnings point of view will obviously be much less. The EBITDA is the EBITDA. The other point to make in these retail investments is all of these brands generate $3.5 billion in digital sales. $3.5 billion in digital sales, and all we have to do is look at how e-commerce brands are being valued today, and I think you could all conclude, and we hope you do, that we've been making some wise investments here. With respect to Taubman, I'm very pleased to have completed the transaction for 80% TRG and their premier retail portfolio, asset portfolio. Our teams have started working together. I can't wait to go to Detroit tomorrow night in the cold and snow. It's slightly colder than Indianapolis, I'm sure I'll be welcome. We're off to a very productive, good spirited start. I really do look forward to the partnership and growth inherent in the portfolio, I think we'll all work very well together. As many of you know, we recently filed an S-1 with the SEC to raise $300 million in a Simon sponsored special purpose acquisition corporation, i.e., SPAC. We are currently in the quiet period for the filing, are unable to speak to it about the proposed offering at this time. We've been very active in the debt and equity capital markets, raising $13 billion in the last 12 or so months. Just some highlights, amended and extended our credit facility with a $6 billion facility that included a $2 billion term loan, which was used to fund the Taubman transaction, issued $3.5 billion of senior notes, including the recent $1.5 billion offering in January, addressing all of our 21 unsecured maturities. Obviously before the Treasury really moved up. We completed 715 secured loan financings, refinancings for $2 billion. Again, in November, we completed a common stock issuance of 22 million shares for $1.56 billion. That and the term loan funded the Taubman deal, and our net debt was flat compared to last year, exclusive of the properties that we added with the Taubman transaction and the term loan drawdown. Fourth quarter, we ended our liquidity with $8.2 billion, consisting about $1.5 billion of cash, including our share of joint venture and $6.7 billion of available credit facility. This is net of $623 million of commercial paper outstanding quarter end. Dividend, we paid our fourth quarter dividend of $1.30 per share, which is $6 in total for the year. We paid more than $2 billion in 2020. We're up to over $34 billion in dividends of our history as a public company. We're really proud that we paid the cash dividend when many of our other companies either suspended or completely eliminated or dramatically reduced their dividend. Finally, let's move on to 2021, because I do frankly want to turn the page on 2020, as I'm sure as you all do. We feel confident we've turned the corner. We expect growth in cash flow and earnings in 2021. Our guidance is $9.50-$9.75 per share. This range includes approximately $0.15-$0.20 per share from our retailer investments. Keep in mind that we can't add back or we don't add back depreciation for those investments. That's a growth range of 4.3%-7% compared to our full year of $9.11. Just no more, our diluted share count will be 376. No significant acquisition or disposition activity, and no further government mandate shutdown of our domestic retail properties is in that guidance. As you know, we are dealing with certain shutdowns in Europe, as we speak. Let me just conclude. One heck of a year. Let's not repeat it in any stretch of our imagination. Let's turn the corner. I want to thank my Simon colleagues for their continued resolve, in running our business under these trying circumstances, in a very tough environment. We've dealt with just basically about everything. I want to thank them and again, thank our shareholders for their support. Everyone out there be well, and we're ready for any and all questions, though I'm sure people want to go home and warm up because it's cold. As a reminder, ladies and gentlemen, to ask a question, you will need to press star one on your telephone. To withdraw your question, press the pound key. We ask that you please limit yourself to one question and one follow-up. Our first question comes from the line of Steve Sakwa with Evercore. Thanks. Good afternoon, David, or good evening. How are you doing? Good. I guess first, I just wanted to maybe talk a little bit about the leasing momentum and pipeline that you talked about. Just, given that things are moving forward, the economy seems to be getting better, vaccines are getting rolled out. We're not completely out of the woods, but certainly, there's light at the end of the tunnel here. What sort of discussions are you and the retailers having about unresolved leases and maybe more importantly, new leases to backfill the vacancy that got created over the last sort of 12 months-18 months? Well, look, I think as I said to you, we're expecting to grow our cash flow. Are we back to normal? Not yet, we're working our way back. Generally, it's still a very serious, intense negotiation on renewals. Retailers are generally cautious. The ones that want to grow their business are excited and we hope to be able to certainly increase our occupancy for 2021. It's going to take some time to obviously get back to where we were in 2019. The healthy retailers that believe in their business and believe in their plan are making deals. We have such a high-quality portfolio, between what we have and what we've acquired with respect to TRG, that we're going to get our fair share of open to buys. Okay, thanks. Maybe just as a follow-up, I appreciate some of the comments you made around the guidance, which I was a little surprised at the tightness of the range, just given the uncertainties out there. Is there anything else you can sort of provide? I realize there's a lot of inputs that go into that number and that range of numbers, but anything just on same store growth or occupancy or lease spreads just to get us a little bit of a feel for how much of the deferrals that you provided or abatements kind of come back online in 2021? Well, certainly the abatements better not repeat. Okay? That's step one. I would say to you generally, again, our portfolio NOI growth will be 4%-5%. We have taken a further reserve. I'm not going to give you a number as to what we think should be a cushion to whatever it is, further bankruptcies, additional abatements to the extent that we cut an appropriate deal. We still have some large retailers frustratingly that we have not solved, not because of us. We've tried. We haven't gotten to the finish line. I'd say generally around 5% in the comp NOI number. We have a reserve. Sales are really all over the place. It's really hard to give you a good number there. We would expect occupancy to edge up. People wanted to hear about how much was retailer, I gave you that. We have TRG factored in there. Obviously, we made our financing assumptions. Those were pretty straightforward. We have our share count increased because of the offering, and then we roll it into the blender, and that's kind of what's spit out. We have some variability. You're right, the range is tight, but we did add a reserve to it based upon gut feel that we're, like you said, We're turning the corner, it's kind of my phrase, but are we completely out of the woods? Not yet, but well on our way. Oh, that's great. Thanks very much. Sure. Thank you. Our next question comes from the line of Rich Hill with Morgan Stanley. Hey, good evening, David. Thanks for your time this evening. I wanted to maybe just spend a little bit more of time walking through the line item where Taubman and some of your other investments are held. Not because I'm questioning them. I actually think they're becoming increasingly important. Could you just maybe walk us through how we're supposed to think about that line item relative to the full FFO guide for 2021, and maybe how you think you can grow that line item, even after 2021 into 2022 and 2023? I recognize there's just a lot in there, and it seems increasingly important. Look, it flows through Listen, I'm still pretty good at it, but it flows through our equity. They're all equity accounted. We show a couple different things. We do separate out our retailer NOI in our supplemental. We do that. TRG will be in our property NOI next year. We took no financial implications for TRG in the fourth quarter, obviously. I think we owned it for 12 minutes, right? When did it close? 29. 29. All right. See? I'm always faster than what it is. We took no other than, obviously, our debt increased at the year-end because we drew down on the term loan to fund it. From a GAAP point of view, it'll be in the equity all lumped together with our other equity investments. In our supplemental, we'll have TRG in our portfolio NOI, and the retailer will be in a separate line item. Guys, you want to add anything? No, that's exactly right. You'll see the retailer results that David mentioned come through the NOI from retailer investments line item, Rich. Okay. I think I understand that. Yeah. David, obviously, as you said 2020's been a remarkably abnormal year, but you've been in a really interesting position whereby you've been able to buy some retailers and negotiate with retailers. Could you maybe just walk through some of the biggest lessons learned about who you want to be your tenants, how you negotiate with them, how they negotiate with you? I just think it's important as we think about how to model cash flows in the out years. Well, that's a tough one, Rich. I could go in a lot of different directions. Listen, when you end up in bankruptcy or near bankruptcy, you've obviously made a lot of mistakes. It just doesn't happen overnight. By and large, the ones that we've bought, retailers that we have bought in bankruptcy. We go in there and just run it like we run Simon Property Group, obviously with the help of our partners. We make fast, commonsensical, cash flow-oriented decisions, and return on investments, et cetera. We have a sense of, just because of our experience in the retail real estate world, what makes a successful real estate they should be in. What's the right rent to pay in spaces, and we bring all that to bear. Obviously, when you're in bankruptcy, you have the chance to deal with leases or other contracts that are wildly expensive, that you might be able to change. The most amazing thing, I shouldn't really say this, but the most amazing thing is that every retailer that we've purchased in bankruptcy, all the tech companies get 100 cents on the dollar, okay. That they pay for whether it's services, whether it's for their e-commerce business, whatever it is. The landlords ended up, us included, end up getting it in the shorts. That's an interesting thing that would be great to rethink that whole process. Those tech companies are so powerful that they can shut you off if you don't play ball with them. Landlords, us included, don't have that kind of power. I don't know if I've answered your question. You probably have a lot of nuances to it, but I could go on for hours. If you don't mind, let's go on to your next question or another question. Yeah, no, that's it for me, David. We can discuss offline. Seems like there's a lot of really interesting drivers of growth here, and we're trying to get our arms around it. Thank you. I'll get back in the queue if I have any questions, but thank you. Yeah. No. Thank you, Rich. Thank you. Our next question comes from the line of Alexander Goldfarb with Piper Sandler. Hey, good evening, David, and hope you're enjoying the snow out there. It's pretty. It gets less pretty when it gets closer to March, let me assure you. Go ahead. The skiing gets better, that's a positive. Two questions here. First, in the fourth quarter, it looks like on that rent collections, that 90% table that you guys have, it looks like the bankruptcies leveled off, the deferrals leveled off. It looks like you guys took about $141 million of abatements in the quarter. Also noticed that you had a big straight line write-off, you had a big lease term. It seems like there was a lot of cleanup in the fourth quarter. Is that the way that we should interpret it? Basically, you guys got to the end of the year, you shouted up and down the halls, "Hey, what do we got here? Let's clean the books and start 2021 in a good way." Is that not the right interpretation? Because you didn't say what the actual offer is and guidance for this year. You just said you're allotting for it. It does seem like you guys cleaned up a lot at year-end. Well, the bottom line is, when it came to abatements, we took it in the period that we actually made the deal. If we had done everything in the second quarter, we would've done it then, in the Q3. It just took an unbelievable amount of time. There was a lot of horse trading, a lot of big accounts got settled, as you know, in Q4. It really was when the deal was done. Yeah, we certainly want to go into 2021, and we did as much as we could to finish 2020. Those abatements were done in the period at which we cut the deal and signed up the retailer. Okay, we shouldn't interpret the acceleration in the fourth quarter as lingering into this year. It was just stuff done in the quarter. As I think I said, there is some negotiations that we still have left to do. I think we dealt with that, in a sense, in 2020, based on kind of where the deal was headed. We did use some judgment at year-end in a couple of these cases. It ain't done until the cash comes into my bank account. That was terrible. My bank account as Simon Property Group representative, okay? Make that perfectly clear, okay? Yeah, it's clear. Second question is, you always treasure your balance sheet, and Moody's already downgraded you back ahead of the third quarter earnings. S&P still has you on negative watch. Just a question here. As you guys think about your balance sheet, on one hand, your debt trades wider than what the ratings would indicate. Obviously, the bond guys want to get the best deal that they can. On the other hand, you guys can access the market. Still, if something were to happen, you got a two-notch downgrade. It almost seems like the market's pricing that in. On the other hand, you guys got a ton of debt that you were able to issue. Can you just give us some color on the buyers of the debt and how the debt people are looking at it? Are they just trying to get their ounce of flesh while they can? The way that you've outlined your plan to the rating agencies, you'll be able to maintain something that starts with an A, or are there other concerns out there that the rating agencies are talking to you about that you need to address? Hey, Alex, it's Brian. Look, I think the last debt deal we just did here in the beginning of January is representative of where we've seen our spreads go. Spreads were in 100 basis points since the summertime. I think that the market is representing and supporting Simon kind of going forward. With respect to the agencies, we are certainly in deep dialogue with them on a regular basis and are comfortable with what they've done thus far. I think they're looking at our deals and our ability to raise capital, to David's point, in excess of $13 billion last year, as a testament to the company's balance sheet. I think they're comfortable. Won't speak for them, but I believe they're comfortable where they're at right now. Yeah. Okay. There's just no way we're going to get downgraded. Not a chance. Next question. Okay. Thank you, David. Yeah, no worries. Thank you. Our next question comes from the line of Derek Johnston with Deutsche Bank. Hi, everybody. Thank you. What have you learned about traffic, your tenants, and demand, and specifically in the centers within states that have less mandated restrictions? Are there any inspiring read-throughs or green shoots for those centers with tighter restrictions in, say, California or Northeast, that you can pinpoint and share? Well, I would say, you take a state like Florida, as a pretty good example. The one element that's missing is international tourism. If you put that aside, you're getting some real domestic traffic increases, and sales aren't quite what they were last year at this time. I would say to you that a state like Florida is really showing green shoots, vibrant economy. The only element that's missing, to make that really hot, would be international tourism. Everything else is kind of clicking along. It's pretty good. Texas is probably the next closest. Again, it depends. That also is somewhat dependent upon whether it's near the border or not, and it's such a big state that, do you have COVID in this one area versus that area? I'd say Texas is showing green shoots as well. Florida is a great example of, I would say to you, that you can get on with business, and you start to see green shoots, and there's a lot of energy there. No, I did not go to the Super Bowl. Okay. Okay, great. We did go back, David, to 3Q 2019, and this was the last quarter before the pandemic was known. At that time, the redevelopment buzz and pivot to experiential and mixed-use concepts, it was really high, thus the redevelopment pipeline stood at a record $1.8 billion. How has this pipeline and redevelopment priorities changed besides being much lower, how do you stack or prioritize redevelopment spend, especially as we see the pandemic escape velocity in front of us later this year? Thank you. Yeah, sure. I'd say simplistically, as we look at restarting the pipe. The pipe didn't go away. We just put it in the freezer. Now we're thawing it out. I would say to you, the biggest change, Derek, is that we believe in the mixed-use component pretty significantly to the extent that we were adding what I'd call retail. We're probably looking at those plans again to make sure that we're adding the appropriate amount. That's kind of the biggest change. I would tell you this. I do feel very strongly about this, that the high-quality suburbs are going to be where the action is in the future. All of the urbanization two, three, four years ago, the question was, why are the suburbs going to exist? Everybody's going to live in an urban environment, yada, yada, yada. I'm telling you, the suburbs are going to be hot, and our quality real estate is going to be where the action is for those well-located suburban centers of commerce. That's going to be the big change coming out of the pandemic. Next question. Our next question comes from the line of Michael Bilerman with Citi. Hey, David. Good evening. David, my first question is just sort of just talking more broadly about vertical integration. I know you can't talk about the SPAC that's under review right now. Can you talk just a little bit broadly about doing things on balance sheet versus in joint ventures or other structures? Maybe just provide, give an update on some of the retailer investments. Maybe give an update, too, on Shop Premium Outlets and how that was set up conveniently before the pandemic and how that has happened. Maybe just tie everything together to vertical integration, and being able to control a little bit more of your own destiny. Well, listen, I would say that whatever we do, we look at return on investment and cash flow potential, shareholder value potential, and cash flow growth, and obviously top-line growth. Each business is evaluated based upon what those particular characteristics are important to that investment. There is no reason, even though we're in a REIT format, there's no reason why we can't make money in other areas that are consistent with what we've been doing. I think we've proven that time and again. Have we made mistakes? Yes, we have. We've been pretty good investors, and we hope to do that in the future. We're pretty good sponsors. Our relationships between the brands and our partners spans the globe, essentially. From a real estate footprint, we're in Europe and Asia, and obviously domestic. The only place I'd say we're really not in is in South America. Our retail brands span a lot of places, and we're focused on value. At the end of the day, Michael, I look at our retail footprint. It does $3.5 billion of commerce, and I look at the value we get for it, and it's probably nothing. In some cases, people view it as a negative, which I can't understand, but they do. That's their prerogative. Maybe we should unlock that value. We're absolutely going to look at every opportunity to unlock value to the extent we can and figure out the right structure. The most important thing is to make the good investment. The second thing is, where it should reside, how do you get the value? How do you grow it? All of those are in the works. SPARC is a great example. We believe in the model. We believe that we can run brands across common infrastructure. We know that e-commerce brands, they spend a lot of money on infrastructure. We know that if you combine those into one entity, you're bound to save a ton of money. We've seen it in the overhead in retail companies. We're at the early days of figuring out what the right structure is. In the meantime, we're going to make investments that make us money. Believe me, there is value there that we'll unlock, or we'll get the credit for. The second question, in terms of guidance, I greatly appreciate the transparency, actually putting out a number of guidance, which given everything that's going on is great. If you think about the building blocks to that guidance, if you look at 2019 relative to 2020, right, you had that $2.50 per share, or almost $3 a share, well over a billion-dollar decline. You're picking up at least $200 million, going from 2020 to 2021. I almost want to think a couple of years of getting back to NOI and FFO, and bridging that gap. You threw out the $0.15-$0.20 of retailer investments per page 17. It looks like that was pre-G&A, about $0.06. Call it 10 of the 50 increase is coming, at least from the retailer side and the positive investments you've made. Maybe you can just sort of break down some of the other bigger components of what's coming back. I don't need specific G&A guidance or NOI. There's obviously a pretty big moat of earnings to get back, and maybe you can just share some of the bigger pieces with us. I think that the biggest thing is not to replicate the abatements and the bankruptcies. That's the biggest component. Our portfolio, again, at gross, not at share, did over $6 billion in 2019, right? We lost $1 billion in all of the stuff that we did net. Again, we worked our you-know-what off to mitigate that through cost savings. What's not going to replicate are the cost savings, in a sense, and the abatements. We were pretty aggressive in running the ship as lean and as tight as we could, and we had no choice because even though people across the street were open, we weren't allowed. We have $1 billion to make up. Again, this is pre-TRG. Yeah. I think the biggest thing is going to be the abatement. The big unknown is how long is it going to take to get lease up? We lost 350 basis points. three what, 380? 380. We lost 380 basis points on occupancy. Sales, our vaccine rollout, and everything else. We did our roll-up, our best guess. Our comp NOI is going to be positive. We've got a reserve. At the end of the day, we're going to make the billion up over time. Some of the properties we're going to sell will go away, that's in there, too. Steve Sakwa kind of tore it out of me already. He's got a nicer voice than you do, I gave him more information than I probably normally would. No, I'm kidding, that's kind of where we are. We're also dealing with the international shutdown. They're picking on malls like what happened in the U.S., again, without science. They keep High Street open, go figure it out. We're still dealing with some crap everywhere. I'd say the big thing that won't replicate, we hope, is the abatements. Same thing on the cost savings and sales and then build up of lease income and bad debt. We put all these numbers in. We also put a reserve just because we have a lot of uncertainty, and we put it in a blender and that spits out. Can't add much more than that. Okay, thanks. Sure. Thank you. Our next question comes from the line of Craig Schmidt with Bank of America. Hey, good evening. I had a question about the redevelopments in the U.S. Could you put your Rick Sokolov hat on and kind of run through who you're thinking as possible anchor replacements? I realize they may not be retail, they could be wellness, healthcare, or e-sports or whoever. Who are some of the replacement anchors you're thinking in terms of your U.S. redevelopments? Well, Craig, that's retail I'm sorry, real estate specific, but I think what I said earlier is the most important thing. I think some of these, we're re-looking at with the idea toward reducing the amount of new retail that we might put on board, but also the restaurants. We're making up for that with what I'd call the opportunity for suburbs to get exciting again. I think that's going to be through a lot of the mixed-use efforts that were already underway, but I think will be accelerated. Now some of the anchors are doing new deals. We're talking to Kohl's, we're talking to Primark. We're talking to all sorts of those kind of guys, to DICK'S. We've got a couple DICK'S underway. I would hope that some of the more thoughtful, entertainment-oriented retailers, once the COVID restrictions get back, would also continue to be in our property. It's still at work, but I'm hopeful we'll have a lot more of the mixed-use stuff that we're doing. We're in some hot, what I'd call very strong markets for that. Like, with TRG and us in Nashville. We're in Austin. We're very strong in South Florida, obviously Texas. We're in some of these markets that want growth and are looking to facilitate growth. We're going to make the next evolution of our real estate that much more interesting with time. Great, I was just curious, how are you interacting with the Taubman management, given their properties, and how are they interfacing with the Simon people? I'd say fantastic. We are, on the leasing side, talking significantly, both on COVID related issues, renewal related issues, new business. As you know, Craig, we've got a new business group dedicated to kind of the up and coming retailers. Which, by the way, it's exciting. All of those retailers. This is where I do miss Rick. He could start. You're kind to mention him. I will never do his list. I could never do it justice. Most of those retailers are looking to grow and they include from the Warby Parker to Shake Shack, on and on. That's very encouraging. We're talking to TRG about that relationship between Bobby and myself is great. In fact, Bobby, he figures out how to get to me very easily. He makes me rugelach, which is fantastic. I look forward to having some tomorrow night. I think it's going to be a great partnership. They're dealing with what we've dealt with. In terms of COVID, it's been a tough year for them, but I think we're all looking forward to the future and we'll go from there. As you know, the family's got a lot of capital tied up into TRG, and believe me, they want to grow that. To me, that's a win-win. Okay. Thank you. Sure. Thank you. Our next question comes from the line of Caitlin Burrows with Goldman Sachs. Hi, good evening. Maybe just on the balance sheet side, could you clarify whether the Taubman debt is included in the debt metrics on page 29 of the supplement? If it's not, is it just because it happened so close to the quarter end or something else? Hi, Caitlin, it's Brian. It is not included. The only debt that would be included relative to Taubman was the $2 billion term loan that we drew down ahead of the closing. Going forward, will it be reflected more similar to other joint venture debt you have or not? Yes, it absolutely will. Okay. This quarter, the metric you guys had shown in the past on debt to NOI, looks like that's not there anymore, but I think it's about seven times using the net debt from page 28 and the NOI from page 17. I'm wondering, A, would it be higher when including the Taubman portion of those metrics? What's your near and medium-term target for leverage? Yeah. Look, the fact of the matter is, I think that statistic you have to be very careful with, and I personally chose that I think we need to look at it again because as you know, many of those properties are non-recourse and it overstates leverage. I think part of our job is to educate the investment community how we look at the business, and Brian and myself will begin that effort this year. Look, if you look at our It's not in our financial covenants anywhere, so it's a gratuitous metric that is not as thoughtful and as refined as it should be. We're in the process of refining it to clearly articulate what it is. You've got to separate what's recourse, non-recourse, what's in JV, what's not in JV in a more thoughtful manner, which we'll embark upon in 2021, so you'll have a better understanding of it. Got it. Okay. I guess just considering where that leverage is, and you'll educate us on how we should think about it, what's your current interest in making property-level acquisitions in 2021? Or under what conditions would you consider raising additional equity? We have no need for raising additional equity. Balance sheet is in very good shape. Rating agencies are very comfortable with the transaction that we did both to finance Taubman and the equity deal. They put us on watch just because of COVID. Had nothing to do with Taubman or the financial metrics. I think as we go beyond the shutdown, and remember we lost 20% of our ability to operate in the year, which is material, and then obviously not counting the restrictions that we had to endure coming out of it. I think once we show that we've turned the corner in terms of that, you'll see that negative watch go away. No issue. Not worried about it one iota. On the property acquisition side, if I can buy it at a good value and it's a great asset and a guy wants to sell, and it adds meaningful to our portfolio, we'll take a serious look. There's no need to do one thing or another. If it's accretive to our portfolio and our financial wherewithal, we're happy to look at it. Okay. Thanks for those details. Sure. Thank you. Our next question comes from the line of Juan Sanabria with BMO Capital Markets. Hi, good evening. Thanks for the time. Just a question on sources and uses, you continue to pay the dividend, but at a lower rate than previously you expect cash flows to go up. Any color or thoughts you can give us around the dividend going forward and other maybe uses of capital? I'm not sure if you have a sense of what could be contributed or used to further invest in retailers at this point. Maybe just a general conversation on sources and uses with and then touching on the dividend. Well, again, our net investment in retail is $330 million. I think, when we have properties that are worth a billion plus, it is what it is. I think it's important to note that we are 400 basis points below our mean FFO multiple as a history of being a public company. If you look at our retailer, what we've seen from retailers and the correlation, they've all had a much greater bounce back in terms of performance on their stock year to date for the last few quarters than we have. We're optimistic that our value will begin to be appreciated again, which it has been in the past, and frankly, there's no reason why it won't in the future. The reason I bring up the past is as follows. The best case analogy that we're looking at, again, no one's really dealt with COVID before, is what happened in 2008, 2009, where we had, d on't hold me exactly to these numbers, but in 2008, we were earning around $6 a share. Our 2008, 2009 bankruptcies dilution that we had on issuing stock, high interest rates, I think we earned in the $3.54 range, then we ended up growing out of that, earning $12. Okay. Now we're at $9. We earn $9.11. We're saying we're going to earn $9.50 - $9.75, I'm hopeful that we'll replicate what we did in 2008 and 2009. Not only did we do in 2008 and 2009, but we added immensely to the quality of the real estate. We separated ourselves from our peer group dramatically. The balance sheet got better. All of these same, we diversified, we did this, that, and the other. We grew international. I truly believe all of these things will happen again. That's what we're made for. This is a long way of saying that the dividend tracked basically what we did in earnings. We actually paid a scrip dividend in 2009, if you believe it or not. We cut it and scripted it and did all this crazy stuff. That was all of that in 2008, 2009. I feel like, if history repeats itself, given the quality of the real estate, the team, the balance sheet, the diversity, we are going to replicate the same good work we did, coming out of that, and we'll do it coming out of COVID. We're already beginning to do it. That's the important thing. I think that's a long way of saying, assuming we can completely get out of COVID, you're going to see increases in earnings, which beget increases in dividends. We have the history that ultimately should repeat itself. Thanks for that. Sure. Just my follow-up on the lease terms. Can you give us any sense on how lease terms have changed, if at all, during the last few months in your discussions with retailers, either for new or renewals, and how maybe that trended over periods of past dislocation, whether it be the financial crisis or the tech reckoning? Just the perspective historically would be helpful. Yeah, sure. I would say simplistically, certainly prior to COVID, they were more or less the same. There is certainly more of an interest to go a little bit shorter term, say three years. By the way, we're okay with that because I'd rather negotiate two or three years from now than right now. There are at least the new stuff that we did in 2020 and some of those renewals, some of the renewals we're doing in 2021 are shorter, two, three years. I think actually that could be in our best interest too, because obviously, we've had it being shut down and restricted and all this other stuff. We don't have quite the ability to point to sales as a way to increase rent. I think it's actually a two-way street. It's working out fine with the vast majority of our retailers. Thank you. Sure. Thank you. Our next question comes from the line of Floris van Dijkum with Compass Point. Thanks for taking my question. David, Brian, maybe if you could talk a little bit about your debt philosophy, in particular, your mortgage maturity profile is significantly shorter than your unsecured debt's maturity profile. Presumably, some of that is due to the fact that mortgage debt these days is less readily available. Maybe if you can talk about some of your upcoming mortgage debt that's coming, as in, the Fashion Centre, Pentagon, the Fashion Valley in San Diego, Florida Mall, some of these big JVs. How are your partners talking about the funding of those mortgages and/or the re-upping of the mortgages there? How are the banks doing that? Also, I think you've qualified or indicated you've got about $714 million of mortgage debt that's probably, in fact, we know some of this is already in the news, is being handed back. Those are not, obviously, those premium centers. If you can walk us through some of your thinking regarding your mortgage debt, and you think you'll have less or more mortgage debt after this year? I'd say pretty similar. There are a couple like the Florida Mall, Fashion Valley, pretty straightforward doing it. In some cases, it's not 10-year deals, it may be a little shorter. We did, what, 15 secured refinancings even in this period of time. I don't find it overly complicated or overly concerning or any risk that there's not the ability to refinance stuff. On non-recourse, there's certain debt that's non-recourse that may be in special servicing. That's kind of a contractual right for the borrower, which is a standalone entity that's non-recourse to SPG. It's also the right from the special servicer. We've dealt with those for a number of years. In some cases, they'll be restructured, mutually agreed to. If not, and the special servicer would like to own the real estate, we're more than happy to cooperate and do it in a professional manner. We did one just recently. It's absolutely in the best interest of Simon Property Group shareholders, those decisions that we're making on that front. Very straightforward, very professional, honoring the contracts, rights on both sides. Hope to make deals in some. If not, then they'll no longer be part of our portfolio, and we wish that new owner the best of luck. Great. Maybe just something from me on the duration here. Obviously, our unsecured portfolio benefits from the ability to issue 30-year debt, so that's going to naturally drive the duration higher on a weighted basis. Thanks. That's helpful, Brian. The other question I have, one of the unknowns from the market is what are the right cap rates for malls, and in particular, what are the right cap rates for A malls? I think the market sort of has glommed on to the fact that C malls are worth very little and signs very high cap rates, i.e., low values. The question is more regarding your portfolio, and you mentioned your low FFO multiple. We've seen the Brookfield transaction at a much, much lower cap rate than where you're trading at. We also know that there's a large portfolio, the Westfield portfolio owned by Unibail, potentially, that could be in play as well. How should the market think about cap rates for A malls, and maybe give your view on that. This is a known unknown, right? As opposed to an unknown unknown, right? Right. I would simply say the cap rate is what we want it to be, because I think we're the only buyer out there. I'll look in the mirror and I'll decide what the right cap rates are. I think Brookfield is busy. BAM is busy buying out BPY, and I think we're the only buyer as far as I know. Everybody has herd mentality one way or another. We are buyers of high-quality real estate. The funny thing is, when we decide to buy something that doesn't count as to what cap rates should be, then we're the only buyer. Go figure that out. I don't know if that's a known known or a whatever. The fact of the matter is we're really the only buyer, and yet everybody wants to point to a cap rate that we're not the buyer. I never understood why we're not good enough to be the arbiter of what cap rates should be. I'll let you figure that out for us. I can't figure that out. Fair enough. Also presumably, as we've seen a lot in the tech business, is when you buy something, all of a sudden that reinforces. You actually can determine what the right cap rate for your own value can be based on the value you're willing to pay for somebody else. Well, listen, we did close just a recent transaction and that's a pretty good indication. The common transaction you're referring to? That's correct. Right. In any event. I want you, Floris, I want you to get back to me and explain why we can't be the arbiter of cap rates. Why it has to be a state pension fund, why it can't be Simon Property Group? I don't get it, okay? I'm kidding, but not really, but I'm kidding. Mostly. you think sorry, I guess I'm slightly going over. Yeah, you're over a lot of time. Call anytime. Thanks, Floris. All right, thank you. You're welcome. Our next question comes from the line of Mike Mueller with JPMorgan. Yeah, hi. Just a quick one. You mentioned boxes were skewing the 2020 releasing spreads. Can you tell us if they would've been positive if you strip those out? Just give us any color on 2021 activity as well. Tom Ward is shaking his head yes. For those of you who know Tom Ward, you can count on it. They would've been positive, yes. Got it. Any color on 2021 expirations? In terms of renewals. Yeah, exactly. what spreads are? Yeah. All the above. Yep. the above. Yep. Oh, in terms of what percent we're done yet or not? Percentage done, if the trends are consistent, if they're still renewing at positive rates as well. Well, it's factored in. I can't really answer off the top of my head on spreads, what we have a percent done. Does anybody know off the top of their head? Yes. I think it's over 50% done. Yeah, over 50%, but we can get you more. I've seen it, but I'm sorry to tell you, I just don't remember. No, that's fine. Tom can give that to you, the percent done. Got it. Appreciate it. That was it. Thank you. You're welcome. Our next question comes from the line of Linda Tsai with Jefferies. Hi. Thanks for taking my question. I just wanted to clarify, in terms of the 4%-5% portfolio growth, this is overall NOI, right? Not same store? Correct. I don't know how to show comp anymore given that we were shut down with restrictions. I made the decision that we're just going to show you portfolio NOI, all in. You could argue that none of it's comp, because how do you, or all of it's comp. I don't really know what to do. The simple thing is we're just going to show you our portfolio NOI without the comp distinction. It's all the real estate, all of the NOI, and hopefully that'll be helpful to you. Thanks. It looks like U.S. gross contractual rents went down 2%-3% each quarter from 2Q to 4Q. What accounted for this fluctuation? Which Linda? I'm just looking at when you take the 3Q supp, and you look at the reconciliation page, and the first line is U.S. gross contractual rents. It's the same then on the 4Q supp. Yeah. It would've gone down because of the bankruptcies. Yeah, for sure. Okay. The 165 versus 1591. Yeah. I know. Okay. Why don't you talk to Tom? He'll give you the more detail, but instinctually, I would just say it had to go down because of bankruptcies. He can fill that in. Okay. Thank you. Sorry, one last one. You mentioned that the ABG brands generated $3.5 billion in digital sales. That was not ABG. I'm sorry, Linda. Not ABG, all of our retail brands. Okay? Okay. Our investment in Penney, Aero, Rue La La, Gilt, Brooks Brothers, Forever 21, put them all together, and that's $ 3.5 billion. Okay. Any sense of what this growth rate looks like going forward? Well, I'm kind of torn because it's been pretty good with COVID, right? Because our stores aren't open, or were shut down for a long time. It's growing reasonably well. Okay. I think the important thing here is we have embedded in our company an e-commerce company. Okay? Again, I know we got a complicated structure. We don't own 100% of everything, but we are in, at a pretty reasonable scale, we have an e-commerce company that does $3.5 billion of digital sales. That's the most important point. It's up to us and the management team how to put it all together so the market recognizes the value. Great. Thank you. Sure. Thank you. Our next question comes from the line of Vince Tibone with Green Street. Hi, good evening. I just had a follow-up to Linda's question on the comp NOI piece. I just want to make sure I'm understanding the guidance you stated correctly. The 5% increase in portfolio NOI for next year, is that number inclusive of the incremental NOI from Taubman? Because based on my math, most or all of that 5% increase would be due to Taubman, and the legacy Simon assets would be either flat or slightly down. Is that fair? Can you clarify? Vince, you're trying to paint a negative picture, my friend. That's just domestic. That's just Simon's portfolio. It doesn't include Taubman. Okay? For the guidance piece? For the guidance piece, correct. No, I just wanted to make sure, clarify. Yeah, it's a fair question. It's just our existing portfolio does not have anything to do with TRG. Then in the fourth quarter, is it fair to say the domestic portfolio NOI is pretty close to the old comp NOI definition, then? Yes, it's always been, as you know, our comp NOI has been, frankly, 90%-95% of the portfolio. We sat here, and I looked at it, and I go, "Why do we put comp NOI? What do we take out? What we don't take out?" There's just no need for it, especially given what we endured in 2020. We'll just give you the number. Portfolio, whether it has a redevelopment that's taking the NOI down, or we added something to take the NOI up, it's almost irrelevant. It's all on the margin. Again, I'm glad to clarify that. That does not include TRG. We'll figure out exactly how to portray it for 2021. Okay, that was going to be my next question, just going forward. It totally makes sense from the redevelopment piece just to lump this together. I think, yeah, next year with Taubman getting added, it would be helpful to have some sense of ongoing operations versus the incremental NOI from Taubman going through that. I think that's a fair statement. We will figure out. If we lump it, we'll make sure that we highlight what the number is. Great, thanks. Maybe just one more quick one for me. Just could you provide a little additional color on the leasing spread, specifically maybe comparing, providing a little commentary on malls versus outlets today? That's a good one. I don't know. Do you know off the top of your head? The malls ones, obviously, the reported number was -6.8. We talked about the fact of mix. You think about some of those anchors that were in the mix previously, now it's driving the mall spread negative, but the Premium Outlets is positive. Okay, thank you. No problem. Thank you. Thanks, Vince. Thank you. Sure. Our next question comes from the line of Haendel St. Juste with Mizuho. Thank you. Thank you, David. I guess a question for you on the outlook for retail sales more broadly. We've talked to some people who've expressed concern that as COVID subsides, that retail sales from malls and outlets specifically could be negatively impacted because there will be an outsized demand for travel, entertainment, and social gatherings, and that's where consumers will be spending their dollars. Additionally, because of COVID, there's been a lack of new fashion trends outside of leisure and sweats for us to wear comfortably at home, which could make apparel sales challenging for a while. There is the concern of the further e-commerce share gains. I guess I'm curious how you're thinking about the near-term opportunity and risk for retail sales here, how that plays into your expectations for rents and also the projects you're starting and how you're populating those redevelopment projects. Thank you. Yeah. Listen, I can't sit here and make a prediction other than what I said earlier, is I think suburbia is going to really make a major comeback. It was all about street retail. It was all about urbanization, I think you're going to see a movement towards suburbs, and that'll spell a good opportunity for us. I'm not overly concerned about people are going to have their disposable income and go here and there. I think we'll get our fair share of the growth that's expected when we get past COVID and resume our more normalized. Not overly worried about it. Fair enough. Just following up on spreads. I know you've been asked the question several different ways, but I'm curious overall, is there anything here in the recent leases you're signing or anything you're seeing in the numbers that suggest that spreads could trough here in 2021? I'm curious what your assessment of the prospects are here. Look, again, if I could put a lot of these recent questions in perspective. In evaluating what we think we're going to earn next year is certainly science, but there's an element of art because we are dealing with a very uncertain macro environment. Predominantly because of COVID and the impacts that it has on the psyche and how much stimulus we're going to have. There's a lot of uncertainties there. We try to do the best we can to kind of give you a portrait of what we're going to earn, and there's a lot that goes into it. Hopefully, we'll be in that range, and we'll execute like we have historically, and we'll be in that range. It's really hard to pinpoint a specific statistic one way or another because there's just so many variables out there, and we try to put it all together in this range to give you a sense of what we think the earnings will be next year, or this year now, I should say. All right. Thank you. Sure. Thank you. Our next question comes from the line of Ki Bin Kim with Truist. Thanks. Good afternoon. Just talking about your development pipeline, the yield of 8%, I don't think that's changed over the past couple of quarters. I'm just curious, is that because the projects are pretty much leased and ready to go, so there's not much risk to that yield? Secondly, if you had to put new dollars to work, is 8% on development or redevelopment enough to justify it? Well, the answer is it hasn't changed much because the development, not much has changed. It's been in lockdown, as you know, in dealing with COVID. We hope to look at where we can accretively add. The answer is no. 8%, there's no guide it's got to be over eight or not. It's got to be what's the value of the property and what it's going to do to the property. If the property is an eight cap rate property and you get an 8% return, you're essentially treading water unless you think you're going to suddenly make it a 6% property, which is possible in certain redevelopments. On the other hand, if you spend an eight on a five, you've made a lot of money. Everything boils down to the specific real estate that we're trying to create over a long-term basis. Remember, we give you these numbers kind of more or less out of the box. If you get 8% with growth, that's a pretty good unlevered return going forward. Again, it depends on the real estate. Okay, just last question from me. Any early thoughts on the $15 minimum wage and how you think your retailers are going to handle it? At the end of the day, how much exposure you might have at Simon the company? Yeah, I really don't. I'm going to stay out of politics. I think we all were frustrated with what was thrust upon us last year because of the way that we got treated versus other boxes and other warehouses. The mall seemed to get the brunt of a lot of the restrictions. It would seem more symbolic than in science. The reality is all I want is a level playing field. Just level it for everybody, and we'll figure out how to operate in that environment. I would just say if it's level and it makes sense, then great. I could look at that from two, three, four different vantage points, and as long as it's a level playing field, then that's all that I'm focused on beyond that. Okay, thank you. Sure. Thank you. Your next question comes from the line of Michael Bilerman with Citi. Hey, David. I said just two other questions. If you talk about sort of the retailers now that you own, and obviously with the amount of closures that the malls had, obviously their e-commerce sales were rising pretty significantly. You and I have talked over the years, about how so much of a retailer's brand was driven by the physical footprint and how you as a landlord weren't sharing in those e-commerce sales, especially when your assets were serving as the reason why some of those people may go online. You had expressed a lot of frustration about not getting your fair share of that. I guess now that you're sitting on both sides, can you comment a little bit about how you may be restructuring your leases with those retailers to be able to, A, share in those e-commerce sales and what you're doing to benefit from that? Well, there's no real change. We discuss with a lot of retailers what happens if they buy online, return to store, what happens if it ships from store, what happens if they pick up and reserve it in store. We have a pretty consistent approach to it. Even with the pandemic and all of the pressures that we've had to deal with, we're still more or less sticking to what we think is the right approach on that front. We're not looking to get our fair share of their e-commerce sales. I think you mischaracterized it. I think we're just looking to not get hurt when they do sales, but somehow the store is involved in that sale. That's all that we're looking for. If they do all their business online, God bless them. If the store interaction is important to them, we don't want our sales to be reduced because the store is providing a service. Therein lies the discussion. That's ongoing, and I think we're making a lot of progress on that front. Right. You know, if now owning more of the brands, owning more retailers, as you sort of get involved in figuring out what is the right split and how it would all be handled. I understand the credit aspect of where those sales and how it happens, whether it's returns, but I would imagine that obviously your assets serve as a good marketing for those brands and in calculating what rent you want that retailer to pay based on the sales that they generate within that trade area is something that you would want for Simon shareholders. I'm just trying to figure out how you balance the two sides today. We've been balancing things for years and years and years. That's what we do. I would say, for most retailers, having the store is extremely important because if they're in a market out of sight, out of mind, there are certainly retailers that are going to experiment with shrinking their store footprint dramatically and assuming that they're going to pick up it online. Maybe it works. I think it won't, but we'll see. Some will take that chance, and they certainly have that right to do whatever they want, as leases expire. I don't think they'll make it up on the internet. The best successful retailers are ones that really figure out how to do both really well. That's the ones that we want to do business with. Our brands, we want to be in that category. In some cases, we're not quite there. I would tell you that Penney's e-commerce business is not where it needs to be. On the same thing, their store business isn't either, but we're going to mutually go after both elements. I would tell you that the Aero store business is terrific, and they're picking up their e-commerce business. I would tell you that Forever 21 doesn't quite have a fully developed e-commerce business. We want that to happen because we think that makes the store business better. Not that complicated. There'll be some folks that are in our industry that will say, "I've got 300 stores. I've got 400 stores. I can do it 100, and all the growth will come online." My personal view is, I don't think they'll succeed. It's really hard to shrink to grow. That's a really hard thing to do. Maybe you have to shrink to survive, but shrink to grow, to be a better company, that's a tough one. It's few and far between, but maybe some can make it work. If they do, God bless. If they do, then they'll probably want stores to grow again, so that we'll be back at it. We'll see. That's helpful. I don't know if I've answered your question. It's really not frustration, it's we just want the recognition that we certainly don't want to get penalized if the store is a critical component for that transaction to have taken place. Great. Thanks for the color, David. Sure. Okay. Thanks. We exhausted me and the whole team and our time. Thank you. Happy New Year, even though you're not supposed to do it in February, and we'll talk soon. Thank you. Ladies and gentlemen, this concludes today's conference call. Thank you for participating and you may now disconnect.