Simon Property Group Reports Second Quarter Results and Announces Quarterly Dividend
- Net income attributable to common stockholders was $205.1 million, or $0.70 per diluted share, as compared to $152.5 million, or $0.52 per diluted share, in the prior year period.
- Funds from Operations ("FFO") was $583.0 million, or $1.65 per diluted share, as compared to $487.7 million, or $1.38 per diluted share, in the prior year period.
"Our strong momentum continued in the second quarter as demonstrated by the 19.6% growth in FFO per share," said David Simon, Chairman and Chief Executive Officer. "This growth was driven by higher revenues generated by our core portfolio as well as the positive impact of our acquisition activity. Second quarter comparable property net operating income growth in our regional mall and Premium Outlets® portfolio was 3.5%, and our operating fundamentals reflect the high quality of our assets with higher occupancy, sales and rent than in the year earlier period."
U.S. Operational Statistics(1)
------------------------------
As of As of %
June 30, 2011 June 30, 2010 Increase
------------- ------------- --------
Occupancy(2) 93.5% 93.1% + 40 basis points
Total Sales per Sq. Ft.(3) $513 $469 9.4%
Average Rent per Sq. Ft.(2) $39.70 $38.62 2.8%
(1) Combined information for U.S. regional malls and U.S. Premium Outlets.
Does not include information for properties owned by SPG-FCM (the
Mills portfolio) or the properties acquired in the Prime Outlets
transaction.
(2) Represents mall stores in regional malls and all owned gross leasable
area in Premium Outlets.
(3) Rolling 12 month sales per square foot for mall stores less than
10,000 square feet in regional malls and all owned gross leasable area
in Premium Outlets.
Dividends
Today the Company announced that the Board of Directors approved the declaration of a quarterly common stock dividend of $0.80 per share. This dividend is payable on August 31, 2011 to stockholders of record on August 17, 2011.
The Company also declared the quarterly dividend on its 8 3/8% Series J Cumulative Redeemable Preferred (NYSE:SPGPrJ) Stock of $1.046875 per share, payable on September 30, 2011 to stockholders of record on September 16, 2011.
Acquisition and Disposition Activity
On July 19th, the Company acquired a 100% ownership interest in ABQ Uptown, a lifestyle center located in Albuquerque, New Mexico for a purchase price of $86 million. The 222,000 square foot center is 95% leased and generates sales of approximately $650 per square foot. Tenants of ABQ include Ann Taylor, Ann Taylor Loft, Anthropologie, Apple Computer, BCBG Max Azria, California Pizza Kitchen, Francesca's Collections, L'Occitane, Lucky Brand Jeans, Pottery Barn and Williams-Sonoma.
On June 28th, the Company completed the sale of Prime Outlets - Jeffersonville, a 410,000 square foot outlet center in Jeffersonville, Ohio for $134 million.
Development Activity
In the U.S.
The Company has one new development project under construction - Merrimack Premium Outlets in Merrimack, New Hampshire. This 409,000 square foot upscale outlet center is located one hour north of metropolitan Boston and is scheduled to open in the second quarter of 2012. The Company owns 100% of this project.
Renovation and expansion projects are underway at 18 centers. In addition, the restoration of Opry Mills in Nashville, Tennessee, continues and is expected to be completed in the spring of 2012. This landmark asset has been closed since it was damaged by a historic flood in May of 2010.
During the second quarter, the Company announced the following department store additions:
- Southridge Mall in Greendale (Milwaukee), Wisconsin - a 150,000 square foot Macy's is scheduled to open in March of 2012.
- The Mall at Rockingham Park in Salem (Boston), New Hampshire - a 121,000 square foot Lord & Taylor is scheduled to open in March of 2012.
- Gurnee Mills in Gurnee (Chicago), Illinois - a 140,000 square foot Macy's is scheduled to open in March of 2013.
In 2011, the Company plans to open a total of 37 new anchors/big boxes including Carson Pirie Scott, Dick's Sporting Goods, H.H. Gregg, Herberger's, Kohl's, Marshalls, Target, and Ulta. Fifteen anchor/big box deals are currently scheduled to open in 2012 and 2013, including the department store additions referenced above.
International
Sendai-Izumi Premium Outlets re-opened on June 17th after a three month closure for repairs as a result of the March earthquake. Shopper response to the re-opened center, located near Sendai, Japan, has been very positive.
On July 14th, the Company opened a 52,000 square foot expansion of Tosu Premium Outlets in Fukuoka, Japan, adding 28 new stores to the center. Fashion brands in the expansion include A|X Armani Exchange, Burberry, Galliano, Just Cavalli, Malo, Michael Kors and TAG Heuer. The Company owns a 40% interest in this project.
Construction continues on the following projects:
- Johor Premium Outlets, a new 173,000 square foot upscale outlet center located in Johor, Malaysia. The center is located one hour's drive from Singapore and is projected to open in November of 2011. The Company owns a 50% interest in this project.
- A 93,000 square foot expansion of Ami Premium Outlets in Ibaraki Prefecture, Japan, expected to open in December of 2011. The Company owns a 40% interest in this project.
Joint Venture Development Announcements
On May 23rd, the Company and Calloway Real Estate Investment Trust announced the signing of a letter of intent to develop the first Premium Outlet Center® in Canada. The center will be located in the Town of Halton Hills, Ontario, just 15 minutes outside of Toronto. The Halton Hills site, located at Highway 401 and Trafalgar Road, has in-place zoning approvals permitting outlet center uses. Construction is expected to begin in the spring of 2012.
On June 30th, the Company and Tanger Factory Outlet Centers, Inc. announced that they have entered into a definitive 50/50 joint venture agreement for the development, construction, leasing and management of an upscale outlet center in Texas City, Texas. The center will be located approximately 30 miles south of Houston and 20 miles north of Galveston, on the highly traveled Interstate 45. Construction is expected to begin in August of 2011.
2011 Guidance
On February 4, 2011, the Company initially provided FFO guidance with an estimate of FFO within a range of $6.45 to $6.60 per diluted share. Increased guidance was provided with first quarter results on April 29, 2011. Today the Company increased guidance once again, estimating that FFO will be within a range of $6.65 to $6.73 per diluted share for the year ending December 31, 2011, and diluted net income will be within a range of $2.74 to $2.82 per share.
The following table provides a reconciliation of the range of estimated diluted net income available to common stockholders per share to estimated diluted FFO per share.
For the year ending December 31, 2011
-------------------------------------
Low High
End End
--- ---
Estimated diluted net income available to common
stockholders per share $2.74 $2.82
Depreciation and amortization including the
Company's share of joint ventures 3.95 3.95
Gain on sale or disposal of assets (0.04) (0.04)
----- -----
Estimated diluted FFO per share $6.65 $6.73
===== =====
Conference Call
The Company will provide an online simulcast of its quarterly conference call at http://www.simon.com/ (Investors tab), http://www.earnings.com/, and http://www.streetevents.com/. To listen to the live call, please go to any of these websites at least fifteen minutes prior to the call to register, download and install any necessary audio software. The call will begin at 11:00 a.m. Eastern Time (New York time) today, July 26, 2011. An online replay will be available for approximately 90 days at http://www.simon.com/, http://www.earnings.com/, and http://www.streetevents.com/. A fully searchable podcast of the conference call will also be available at http://www.reitcafe.com/.
Supplemental Materials and Website
The Company has prepared a supplemental information package which is available at http://www.simon.com/ in the Investors section, Financial Information tab. It has also been furnished to the SEC as part of a current report on Form 8-K. If you wish to receive a copy via mail or email, please call 800-461-3439.
We routinely post important information for investors on our website, http://www.simon.com/, in the "Investors" section. We intend to use this website as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investor Relations section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our website is not incorporated by reference into, and is not a part of, this document.
Non-GAAP Financial Measures
This press release includes FFO and comparable property net operating income growth, which are adjusted from financial performance measures defined by accounting principles generally accepted in the United States ("GAAP"). Reconciliations of these measures to the most directly comparable GAAP measures are included within this press release or the Company's supplemental information package. FFO and comparable property net operating income growth are financial performance measures widely used in the REIT industry.
Forward-Looking Statements
Certain statements made in this press release may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Although the Company believes the expectations reflected in any forward-looking statements are based on reasonable assumptions, the Company can give no assurance that our expectations will be attained, and it is possible that actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks, uncertainties and other factors. Such factors include, but are not limited to: the Company's ability to meet debt service requirements, the availability and terms of financing, changes in the Company's credit rating, changes in market rates of interest and foreign exchange rates for foreign currencies, changes in value of investments in foreign entities, the ability to hedge interest rate risk, risks associated with the acquisition, development, expansion, leasing and management of properties, general risks related to retail real estate, the liquidity of real estate investments, environmental liabilities, international, national, regional and local economic climates, changes in market rental rates, trends in the retail industry, relationships with anchor tenants, the inability to collect rent due to the bankruptcy or insolvency of tenants or otherwise, risks relating to joint venture properties, costs of common area maintenance, competitive market forces, risks related to international activities, insurance costs and coverage, terrorist activities, changes in economic and market conditions and maintenance of our status as a real estate investment trust. The Company discusses these and other risks and uncertainties under the heading "Risk Factors" in its annual and quarterly periodic reports filed with the SEC. The Company may update that discussion in its periodic reports, but otherwise the Company undertakes no duty or obligation to update or revise these forward-looking statements, whether as a result of new information, future developments, or otherwise.
About Simon
Simon Property Group, Inc. is an S&P 500 company and the largest real estate company in the U.S. The Company currently owns or has an interest in 392 retail real estate properties comprising 263 million square feet of gross leasable area in North America, Europe and Asia. Simon Property Group is headquartered in Indianapolis, Indiana and employs more than 5,000 people worldwide. The Company's common stock is publicly traded on the NYSE under the symbol SPG. For further information, visit the Simon Property Group website at http://www.simon.com/.
SIMON
Consolidated Statements of Operations
Unaudited
(In thousands)
-------------------------------------
For the Three For the Six
Months Ended Months Ended
June 30, June 30,
2011 2010 2011 2010
---- ---- ---- ----
REVENUE:
Minimum rent $649,570 $580,157 $1,293,902 $1,151,767
Overage rent 21,980 14,477 39,121 27,688
Tenant reimbursements 285,623 255,693 567,048 511,621
Management fees and other
revenues 31,259 28,349 61,751 56,917
Other income 52,429 54,890 98,913 110,644
------ ------ ------ -------
Total revenue 1,040,861 933,566 2,060,735 1,858,637
EXPENSES:
Property operating 109,025 101,234 208,567 200,002
Depreciation and amortization 261,298 234,190 527,608 463,099
Real estate taxes 93,424 78,658 186,688 168,387
Repairs and maintenance 24,657 20,605 55,492 44,350
Advertising and promotion 24,958 22,282 46,846 41,118
Provision for credit losses 274 4,487 1,679 1,036
Home and regional office costs 31,453 26,744 60,509 44,059
General and administrative 8,974 5,627 16,640 10,739
Transaction expenses - 11,269 - 14,969
Other 19,226 13,003 38,244 28,495
------ ------ ------ ------
Total operating expenses 573,289 518,099 1,142,273 1,016,254
------- ------- ------- -------
OPERATING INCOME 467,572 415,467 918,462 842,383
Interest expense (244,517) (261,463) (492,634) (525,422)
Loss on extinguishment of debt - - - (165,625)
Income tax (expense) benefit
of taxable REIT subsidiaries (703) 510 (1,846) 308
Income from unconsolidated
entities 13,821 10,614 32,441 28,196
Gain on sale or disposal of
assets and interests in
unconsolidated entities 14,349 20,024 13,765 26,066
------ ------ ------ ------
CONSOLIDATED NET INCOME 250,522 185,152 470,188 205,906
Net income attributable to
noncontrolling interests 44,567 33,313 83,987 39,084
Preferred dividends 834 (665) 1,669 4,945
--- ---- ----- -----
NET INCOME ATTRIBUTABLE TO
COMMON STOCKHOLDERS $205,121 $152,504 $384,532 $161,877
======== ======== ======== ========
Basic Earnings Per Common Share:
Net income attributable to
common stockholders $0.70 $0.52 $1.31 $0.56
===== ===== ===== =====
Diluted Earnings Per Common Share:
Net income attributable to
common stockholders $0.70 $0.52 $1.31 $0.56
===== ===== ===== =====
SIMON
Consolidated Balance Sheets
Unaudited
(In thousands, except as noted)
-------------------------------
June 30, December 31,
2011 2010
---- ----
ASSETS:
Investment properties, at cost $27,496,266 $27,508,735
Less - accumulated depreciation 8,097,828 7,711,304
--------- ---------
19,398,438 19,797,431
Cash and cash equivalents 789,713 796,718
Tenant receivables and accrued revenue, net 381,895 426,736
Investment in unconsolidated entities, at
equity 1,345,912 1,390,105
Deferred costs and other assets 1,967,064 1,795,439
Note receivable from related party 651,000 651,000
------- -------
Total assets $24,534,022 $24,857,429
=========== ===========
LIABILITIES:
Mortgages and other indebtedness $17,013,893 $17,473,760
Accounts payable, accrued expenses,
intangibles, and deferred revenues 1,049,313 993,738
Cash distributions and losses in
partnerships and joint ventures, at equity 606,526 485,855
Other liabilities and accrued dividends 205,028 184,855
------- -------
Total liabilities 18,874,760 19,138,208
---------- ----------
Commitments and contingencies
Limited partners' preferred interest in the
Operating Partnership and noncontrolling
redeemable interests in properties 90,161 85,469
EQUITY:
Stockholders' equity:
Capital stock (850,000,000 total shares
authorized, $.0001 par value, 238,000,000
shares of excess common stock, 100,000,000
authorized shares of preferred stock):
Series J 8 3/8% cumulative redeemable
preferred stock, 1,000,000 shares
authorized, 796,948 issued and outstanding,
with a liquidation value of $39,847 45,211 45,375
Common stock, $.0001 par value, 511,990,000
shares authorized, 297,470,440 and
296,957,360 issued and outstanding,
respectively 30 30
Class B common stock, $.0001 par value,
10,000 shares authorized, 8,000 issued
and outstanding - -
Capital in excess of par value 8,060,402 8,059,852
Accumulated deficit (3,202,852) (3,114,571)
Accumulated other comprehensive income 45,853 6,530
Common stock held in treasury at cost,
3,884,305 and 4,003,451 shares,
respectively (153,437) (166,436)
-------- --------
Total stockholders' equity 4,795,207 4,830,780
Noncontrolling interests 773,894 802,972
------- -------
Total equity 5,569,101 5,633,752
----------- -----------
Total liabilities and equity $24,534,022 $24,857,429
=========== ===========
SIMON
Joint Venture Statements of Operations
Unaudited
(In thousands)
--------------------------------------
For the Three For the Six
Months Ended Months Ended
June 30, June 30,
2011 2010 2011 2010
---- ---- ---- ----
Revenue:
Minimum rent $493,100 $485,304 $972,350 $979,118
Overage rent 30,007 25,159 62,010 56,337
Tenant reimbursements 231,059 230,039 459,606 464,615
Other income 49,808 52,687 91,449 98,727
------ ------ ------ ------
Total revenue 803,974 793,189 1,585,415 1,598,797
Operating Expenses:
Property operating 154,328 155,272 306,304 309,733
Depreciation and amortization 191,471 197,047 381,198 396,084
Real estate taxes 63,986 60,586 126,710 130,699
Repairs and maintenance 20,375 26,065 42,953 53,774
Advertising and promotion 13,970 13,613 29,694 30,223
Provision for credit losses 3,063 565 4,676 1,439
Other 63,765 60,092 109,348 105,181
------ ------ ------- -------
Total operating expenses 510,958 513,240 1,000,883 1,027,133
------- ------- --------- ---------
Operating Income 293,016 279,949 584,532 571,664
Interest expense (215,585) (218,018) (426,472) (435,181)
Loss from unconsolidated
entities (2,205) (602) (2,122) (1,041)
Gain on sale or disposal of
assets and interests in
unconsolidated entities, net 15,506 39,761 15,506 39,761
------ ------ ------ ------
Net Income $90,732 $101,090 $171,444 $175,203
======= ======== ======== ========
Third-Party Investors' Share
of Net Income $56,455 $58,653 $106,470 $103,689
------- ------- -------- --------
Our Share of Net Income 34,277 42,437 64,974 71,514
Amortization of Excess
Investment (A) (12,703) (11,486) (24,780) (22,981)
Our Share of Gain on Sale or
Disposal of Assets, net (7,753) (20,337) (7,753) (20,337)
------ ------- ------ -------
Income from Unconsolidated
Entities $13,821 $10,614 $32,441 $28,196
======= ======= ======= =======
SIMON
Joint Venture Balance Sheets
Unaudited
(In thousands)
----------------------------
June 30, December 31,
2011 2010
---- ----
Assets:
Investment properties, at cost $21,599,545 $21,236,594
Less - accumulated depreciation 5,465,111 5,126,116
--------- ---------
16,134,434 16,110,478
Cash and cash equivalents 770,698 802,025
Tenant receivables and accrued revenue, net 350,440 353,719
Investment in unconsolidated entities, at equity 142,406 158,116
Deferred costs and other assets 526,054 525,024
------- -------
Total assets $17,924,032 $17,949,362
=========== ===========
Liabilities and Partners' Equity:
Mortgages and other indebtedness $16,223,218 $15,937,404
Accounts payable, accrued expenses, intangibles
and deferred revenue 759,565 748,245
Other liabilities 943,137 961,284
------- -------
Total liabilities 17,925,920 17,646,933
Preferred units 67,450 67,450
Partners' (deficit) equity (69,338) 234,979
------- -------
Total liabilities and partners'
(deficit) equity $17,924,032 $17,949,362
=========== ===========
Our Share of:
Partners' (deficit) equity $(13,882) $146,578
Add: Excess Investment (A) 753,268 757,672
------- -------
Our net Investment in Joint Ventures $739,386 $904,250
======== ========
SIMON
Footnotes to Financial Statements
Unaudited
---------------------------------
Notes:
(A) Excess investment represents the unamortized difference of the
Company's investment over equity in the underlying net assets of the
partnerships and joint ventures. The Company generally amortizes
excess investment over the life of the related properties, typically
no greater than 40 years, and the amortization is included in income
from unconsolidated entities.
SIMON
Reconciliation of Non-GAAP Financial Measures (1)
Unaudited
(In thousands, except as noted)
-------------------------------------------------
Reconciliation of Consolidated Net Income to FFO
------------------------------------------------
For the Three For the Six
Months Ended Months Ended
June 30, June 30,
2011 2010 2011 2010
---- ---- ---- ----
Consolidated Net Income(2)(3)(4)(5) $250,522 $185,152 $470,188 $205,906
Adjustments to Consolidated Net
Income to Arrive at FFO:
Depreciation and amortization
from consolidated properties 257,770 230,724 520,316 456,154
Simon's share of depreciation and
amortization from unconsolidated
entities 94,376 95,850 187,757 192,729
Gain on sale or disposal of assets
and interests in unconsolidated
entities (14,349) (20,024) (13,765) (26,066)
Net income attributable to
noncontrolling interest holders
in properties (1,939) (2,560) (4,050) (5,223)
Noncontrolling interests portion of
depreciation and amortization (2,100) (2,005) (4,210) (3,977)
Preferred distributions and
dividends (1,313) 525 (2,626) (6,303)
------ --- ------ ------
FFO of the Operating Partnership $582,967 $487,662 $1,153,610 $813,220
======== ======== ========== ========
Per Share Reconciliation:
-------------------------
Diluted net income attributable to
common stockholders per share $0.70 $0.52 $1.31 $0.56
Adjustments to arrive at FFO:
Depreciation and amortization from
consolidated properties and Simon's
share of depreciation and
amortization from unconsolidated
entities, net of noncontrolling
interests portion of depreciation
and amortization 0.99 0.93 1.99 1.85
Gain on sale or disposal of assets
and interests in unconsolidated
entities (0.04) (0.06) (0.04) (0.07)
Impact of additional dilutive
securities for FFO per share - (0.01) - (0.02)
--- ----- --- -----
Diluted FFO per share $1.65 $1.38 $3.26 $2.32
===== ===== ===== =====
Details for per share calculations:
-----------------------------------
FFO of the Operating Partnership $582,967 $487,662 $1,153,610 $813,220
Adjustments for dilution calculation:
Impact of preferred stock and
preferred unit conversions and
option exercises (6) - (1,838) - 3,676
--- ------ --- -----
Diluted FFO of the Operating
Partnership 582,967 485,824 1,153,610 816,896
Diluted FFO allocable to
unitholders (99,251) (80,756) (196,498)(134,921)
------- ------- -------- --------
Diluted FFO allocable
to common stockholders $483,716 $405,068 $957,112 $681,975
======== ======== ======== ========
Basic weighted average shares
outstanding 293,368 292,324 293,225 289,241
Adjustments for dilution
calculation:
Effect of stock options 35 290 128 303
Impact of Series I preferred
unit conversion - 101 - 479
Impact of Series I preferred
stock conversion - 472 - 3,527
--- --- --- -----
Diluted weighted average shares
outstanding 293,403 293,187 293,353 293,550
Weighted average limited
partnership units outstanding 60,202 58,451 60,226 58,076
------- ------- ------- -------
Diluted weighted average shares
and units outstanding 353,605 351,638 353,579 351,626
======= ======= ======= =======
Basic FFO per share $1.65 $1.39 $3.26 $2.34
Percent Change 18.7% 39.3%
Diluted FFO per share $1.65 $1.38 $3.26 $2.32
Percent Change 19.6% 40.5%
SIMON
Footnotes to Reconciliation of Non-GAAP Financial Measures
Unaudited
----------------------------------------------------------
Notes:
(1) This report contains measures of financial or operating performance
that are not specifically defined by accounting principles generally
accepted in the United States ("GAAP"), including funds from
operations ("FFO") and FFO per share. FFO is a performance measure
that is standard in the REIT business. We believe FFO provides
investors with additional information concerning our operating
performance and a basis to compare our performance with those of other
REITs. We also use these measures internally to monitor the operating
performance of our portfolio. We believe these measures provide
investors with a basis to compare our current operating performance
with previous periods in which we did not have those charges. Our
computation of these non-GAAP measures may not be the same as similar
measures reported by other REITs.
The Company determines FFO based upon the definition set forth by the
National Association of Real Estate Investment Trusts ("NAREIT"). The
Company determines FFO to be our share of consolidated net income
computed in accordance with GAAP, excluding real estate related
depreciation and amortization, excluding gains and losses from
extraordinary items, excluding gains and losses from the sales of
previously depreciated operating properties, plus the allocable
portion of FFO of unconsolidated joint ventures based upon economic
ownership interest, and all determined on a consistent basis in
accordance with GAAP.
The Company has adopted NAREIT's clarification of the definition of
FFO that requires it to include the effects of nonrecurring items not
classified as extraordinary, cumulative effect of accounting changes,
or a gain or loss resulting from the sale of previously depreciated
operating properties. We include in FFO gains and losses realized from
the sale of land, outlot buildings, marketable and non-marketable
securities, and investment holdings of non-retail real estate.
However, you should understand that FFO does not represent cash flow
from operations as defined by GAAP, should not be considered as an
alternative to net income determined in accordance with GAAP as a
measure of operating performance, and is not an alternative to cash
flows as a measure of liquidity.
(2) Includes the Company's share of gains on land sales of $1.7 million
and $1.4 million for the three months ended June 30, 2011 and 2010,
respectively, and $4.4 million and $3.1 million for the six months
ended June 30, 2011 and 2010, respectively.
(3) Includes the Company's share of straight-line adjustments to minimum
rent of $8.1 million and $9.6 million for the three months ended June
30, 2011 and 2010, respectively, and $15.4 million and $14.1 million
for the six months ended June 30, 2011 and 2010, respectively.
(4) Includes the Company's share of the amortization of fair market value
of leases from acquisitions of $5.9 million and $4.9 million for the
three months ended June 30, 2011 and 2010, respectively, and $11.7
million and $9.8 million for the six months ended June 30, 2011 and
2010, respectively.
(5) Includes the Company's share of debt premium amortization of $2.1
million and $2.7 million for the three months ended June 30, 2011 and
2010, respectively, and $4.7 million and $6.4 million for the six
months ended June 30, 2011 and 2010, respectively.
(6) Includes dividends and distributions on Series I preferred stock and
Series I preferred units. All outstanding shares of Series I preferred
stock and Series I preferred units were redeemed on April 16, 2010.
SOURCE Simon Property Group, Inc.
