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Operator: Greetings. And welcome to the Simon Property Group Third Quarter 2024 Earnings Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow a formal presentation. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Tom Ward, Senior Vice President of Investor Relations. Thank you, Tom. You may begin.

Tom Ward: Thank you, Paul. Good morning and thank you for joining us today. Presenting on today’s call are David Simon, Chairman, Chief Executive Officer and President; and Brian McDade, Chief Financial Officer. 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. An actual result 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. Our conference call this morning will be limited to one hour. 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. I am pleased to introduce David Simon.

David Simon: Good morning, everybody. And I’m pleased with our financial and operational performance in the third quarter. We saw increased leasing volumes, occupancy gains and total retail sales volumes. Demand for our space from a broad spectrum of tenants is strong and steady and we continue to strengthen our unique retail real estate platform through our growing development and redevelopment pipeline. This, combined with our A-rated balance sheet, really sets us apart and allows us to focus on the future. We raised our dividend again to $2.10. We’re now at our historical high, overcoming the arbitrary capricious closing of our real estate during COVID. We have a low payout ratio. I’m going to now turn it over to Brian, who will cover our third quarter results and full year guidance in more detail, Brian.

Brian McDade: Thank you, David, and good morning. Real estate FFO was $3.05 per share in the third quarter, compared to $2.91 in the prior year, a 4.8% growth rate. Domestic and International operations had a very good quarter and contributed $0.15 of growth, driven by a 3% increase in lease income. Third quarter funds from operation were $1.07 billion or $2.84 per share, as compared to $1.2 billion or $3.20 per share last year. Third quarter results include $0.13 per share of non-cash net loss and fair value adjustments from the mark to market on the Klépierre exchangeable bonds we issued in November of 2023, which mature in November of 2026. The non-cash loss on derivative is due to the outperformance of Klépierre’s stock price, which increased 18% during the third quarter.

As a result of the stock appreciation, the market value of our Klépierre investment increased by approximately $400 million during the third quarter. OPI was an eight cent loss in the quarter due to reduced discretionary spending by the lower income consumer at two SPARC brands and also from the loss of income from ABG in the prior year due to the sale of our interest earlier this year. As a reminder, the prior year results include $0.32 per share in non-cash gains from the partial sale of our ownership in SPARC in the third quarter of 2023. Domestic NOI increased 5.4% year-over-year for the quarter due to continued leasing momentum, resilient consumer spending and operational excellence delivered the results exceeding our plan for the quarter.

Portfolio NOI, which includes our International properties at constant currency grew 5% for the quarter. Malls and Outlet occupancy at the end of the third quarter was 96.2%, an increase of 1% compared to the prior year. The Mills occupancy was 98.6% at the end of the quarter. Average base minimum rent for the Malls and Outlets increased 2.3% year-over-year and The Mills increased 4.5% year-over-year. Leasing momentum continued across the portfolio. We signed approximately 1,200 leases for 4 million square feet in the quarter. Through the first nine months of 2024, we have signed more than 3,900 leases for 15 million square feet, which is expected to generate more than $1 billion of revenue. We have an additional 1,800 deals in our pipeline, including renewals for more than $600 million of revenue.

We continue to see strong broad-based demand from the retail community, including continued strength for many categories. Reported retailer sales per square foot was $737 for the Mall and Premium Outlets combined, and was up approximately 1% year-over-year, excluding two retailers. Importantly, total sales volumes, excluding those same two retailers, were up approximately 1.5% year-over-year. The end of the quarter, our occupancy cost was 12.8%. Turning to new development and redevelopment, we opened Tulsa Premium Outlets on August 15th at 100% lease and we also opened a significant expansion at Busan Premium Outlets in South Korea in September. At the end of the quarter, new development and redevelopment projects were underway across all platforms in the U.S. and Internationally, with our share of net cost of $1.3 billion at a blended yield of 8%.

Turning to other platform investments, our OPI results for the third quarter at SPARC underperformed as the lower-income consumer continues to be more cautious in their spending. We first highlighted the inflationary impact in the second half of 2022 relative to this consumer. Performance was below expectations at Forever 21 and Reebok. SPARC and J.C. Penney did, however, record sequential improvements in comp sales during the third quarter, which sets these brands up well for the important upcoming holiday season. We are not sitting still and we expect to have some positive announcements by year end with respect to these businesses. Turning to our balance sheet, during the quarter, we amended and extended our $3.5 billion supplemental revolving credit facility for three years on existing terms.

We also issued $1 billion in senior notes with a term of 10 years and a 4.75% interest rate. This was clearly good timing on our part. During the first nine months of the year, we completed refinancings of 14 property mortgages for a total of approximately $1.3 billion at an average rate of 6.13%. We ended the quarter with approximately $11.1 billion of liquidity and at the end of the quarter on October — subsequent to the end of the quarter on October 1st, we repaid our last remaining unsecured maturity for 2024 of $900 million. We constantly innovate in both our physical and digital worlds to create world-class convenience for our shoppers and drive incremental sales for our brand partners. In continuing this effort and building upon the success of Shop Premium Outlets, we rebranded our digital marketplace ShopSimon to take advantage of all of our assets, including shopper email lists totaling over 25 million customers.

The expanded and rebranded digital marketplace adds on-sale and discounted merchandise while continuing to offer Outlet products from leading brands. This is the next phase in our journey to create the ultimate omnichannel experience. We also launched a new nationwide marketing campaign, Meet Me @themall. The campaign celebrates the shopping mall’s continued cachet as the go-to destination for all generations. Turning to our dividend, today we announced our dividend of $2.10 per share for the fourth quarter, a year-over-year increase of 10.5%. The dividend is payable on December 30th. This is the fourth consecutive quarter we have increased our dividend and the dividend is now back to our pre-pandemic record high. Finally, turning to guidance, we are affirming our guidance range of $12.80 per share to $12.90 per share, which excludes $0.14 per share year-to-date impact of the non-cash loss and steer value adjustments from the mark-to-market on the Klépierre exchangeable bond, which prior to the third quarter was only a $0.01 net non-cash loss, but is now $0.14 and needed to be highlighted.

With that, thank you for your time today. David and I are now available for your questions. Operator?

Operator: Thank you. [Operator Instructions] Thank you. Our first question is from Steve Sakwa with Evercore ISI. Please proceed with your question.

Steve Sakwa: Yeah. Thanks. Good morning, David and Brian. It sounds like you’ve got great momentum on the leasing front and with the portfolio north of 96%. I’m just curious how you guys are attacking the lease expiration schedule over the next couple of years and whether you feel like pricing power is moving materially in your favor, just given the interplay with sales being a little bit flat, but obviously there being strong demand for high-quality retail space?

David Simon: Yeah. Steve, I’ll answer that simplistically, I guess. I would say that our job is to continue to improve the merchandise mix at our real estate and so it’s more than — it’s a lot more than just what rent you can charge. It’s really what is the right retailer, tenant, et cetera. What’s the right mix for that property? And we take more of a holistic approach to how we re-merchandise centers. We’re still undergoing significant re-merchandising across the portfolio, because we’re seeing better retailers. When I say retailers, it could be restaurants, et cetera. I’m using that as a generic term. We’re seeing a lot more interesting and better retailers that are interested in our portfolio. So we need to take advantage of that and that’s the focus.

So obviously, supply and demand. I mean, construction costs are up 60% from pre-pandemic numbers. I mean, a pretty staggering number. We’re basically one of the few that can build and overcome that. So there is no real new supply and that does put us in a positive light. But our job is to make the properties better and not just focus on the highest rent per square foot we can get. So, with that, we have a balanced approach. Obviously, we think we still have growth as leases expire or we bring in new tenants. But I don’t — I really don’t like the term pricing power. I really don’t like the focus on that. Just how do you continue to make the portfolio better is really the number one focus for our team. We just literally had a three-day marathon session.

We go property-by-property with our leasing folks. We did the Malls this week. We’ll do the Outlets and Mills next week. And if you participated in it, I think I offered somebody one time down the road to who was it? Alex, probably? Yeah, Alex is the only guy that would want to sit through it. But if you sat through it, the primary focus is how do we make the property better? We still have work to do there. But I think at the end of the day, when you do that, you’ll get the property growth that we’re all looking for. So I would characterize it that way, Steve. The good news is supply and demand is in our favor. We have the capital to invest in our portfolio to make it better, overcome the unbelievable rise in construction costs when you think about it and that’s the focus.

Steve Sakwa: All right. Well, I’m free next week if you want me to sit in on the meeting. Thanks.

David Simon: You’re more than welcome. You get to choose Outlets or mills, right? Let Tom know, okay?

Steve Sakwa: All right. Thank you.

David Simon: Thank you.

Brian McDade: Thank you.

Operator: Our next question is from Caitlin Burrows with Goldman Sachs. Please proceed with your question.

Caitlin Burrows: Hi. Good morning, everyone. David, you mentioned a growing development and redevelopment pipeline. I was wondering if you can go through how deep this opportunity is for Simon’s portfolio now, considering all that you’ve already done. To what extent is there still potential for anchor replacement or other retail redevelopments and then also the larger mixed-use projects?

David Simon: Yeah. I think that continues, Caitlin, to be a huge focus for us. So I would — our pipeline is probably around $4 billion right now. That doesn’t mean we’re going to do all of it. But we have massive mixed-use opportunities ahead of us and we still don’t have all the anchors redevelop the way we want to. So we have opportunities at like a Barton Creek or down the line, if you looked at some of the Sears. Fashion Valley is a great opportunity where we’re going to get the J.C. Penney space back and probably do about a $500 million redevelopment between retail and mixed-use. Our residential pipeline, as an example of that, is over a $1 billion today. And without including kind of the Fashion Valleys or the Barton Creeks of the world that we think could do residential.

We continue to see an interesting relationship between residential development adjacent or part of or existing retail format. They actually go hand in glove. It’s very encouraging to see. I think if you listen to Don Wood, he’ll tell you the same thing. So that is exciting. We’re going full steam ahead. As you know, that supply, it’s probably, in certain markets been oversupplied, but the reality is nobody building now. And if you think how we’re looking at it, it’s going to take two years to three years to four years, and as we bring these on, there’ll be no new supply. And I think that’ll put us in a in an advantageous situation. So long story short, say $4 billion and roughly a third of that is probably resi.

Brian McDade: Let’s throw one off.

David Simon: Let’s throw one off. But some office, like for instance, we’re — we just approved a deal and I don’t think it’s in our, in our 8-K, but we just approved a deal at Clearfork, which is in Fort Worth, kind of a newer center and we just approved a deal with our partner to build an office and retail on the ground floor. The office is going to be, I don’t know if I can say it, but basically, we don’t — it’s not big — it’s — I don’t know, 50,000 square feet and Wells is going to take the majority of it. And so we’ll still do smatterings of those kind of projects as we go forward. But building a big spec office out of our pipeline.

Caitlin Burrows: Got it. And just to confirm, I know in there, you were talking about retail office, well, not so much office and the multifamily, you mentioned at one point in there over building that was on the residential side, correct?

Brian McDade: Correct.

David Simon: Correct. Yeah. Correct.

Caitlin Burrows: Got it. Thank you.

David Simon: Thank you.

Operator: Our next question is from Jeffrey Spector with Bank of America. Please proceed with your question.

Jeffrey Spector: Great. Thank you. Maybe just following up on the first question topic, David, your comments on merchandising mix, maybe something else that is sometimes overlooked. I know you guys talked about your — the omnichannel experience and what you’re doing there, Meet Me @themall. Can you expand a little bit on some of the key initiatives that the company is doing to, again, engage customers, bring them to the centers, and how this may evolve over the next few years? I know, of course, this holiday season, you have some great programs? Thank you.

David Simon: Sure. Sure. So, I would say, Jeff that, the Mall continues to be a unique gathering place. And we get — I think we all get too focused on whether it’s enclosed or has a roof on it. I mean, it really — to me it really doesn’t matter. It’s kind of what is the best retail project in that training area. And we believe that, and if you talk to, really new and exciting companies like Ascian or other, SKIMS or kind of the new wave of retailers/marketplaces. They all believe in our product. And so — and we’re seeing a rejuvenation of the younger consumers wanting to hang out at the Mall. I think it’s our obligation, both for us and our investors, et cetera. And also for the retailers to really highlight that.

Now, we don’t have unlimited budgets, like, the tech companies, right? But we try to do the best we can to reinforce that, hey, this is cool. Now, at the same time, digital is important, right? So 14%, 15% of our commerce is digital and we think we can play a role in that. We think the best way to do that is through ShopSimon. We made sure we had proof-of-concept before we put kind of our brand on it. If you remember, it started Shop Premium Outlets. We floundered around until we partnered with Michael Rubin and RGG. We’ve created — we hired some top-notch talent there. We’re building our marketplace. We had proof-of-concept. And then we decided to rebrand it under ShopSimon. So, we do think, and then, ultimately, this will add, we’ll hang a loyalty product on that, which will be important.

And then, ultimately, we have Simon Search, which will hang on that. And we’ll end up with ship from store, pick up at the Mall, et cetera. So it’s, the flywheel is starting to fill itself out. But in the meantime, we want to reaffirm the positive nature that our product means to the community, means to our retailers, as we grow on. And we can’t ignore digital because, well, let’s face it, this is around that 14%, 15%. It’s not growing the way it used to, but we have to assume it might. So we have to play in there. And I think with ShopSimon, we’ve got the right product. Our retailer relationships and faith they have in us gives me confidence. We have the right team. We have the right partner. And RGG, I think, gives us confidence that, we’ll continue to create real value out of that platform.

But it’s not overnight, it takes time, takes investment, creative investment and that’s what we’re doing.

Jeffrey Spector: Great. Thank you.

David Simon: Thank you.

Operator: Our next question is from Craig Mailman with Citi. Please proceed to your question.

David Simon: Hi, Craig.

Craig Mailman: Hey. Good morning. Maybe just to follow up on the ShopSimon concept, David. As you guys are looking to re-merchandise Malls and there could be some more anchor fallout over time. I mean, is the idea here to hopefully get this up and running to where you guys can convert part of the Mall to last mile distribution and be able to bring that logistics angle to your business to help your retailers and also be able to monetize it or am I reading a little bit too much into it?

David Simon: Well, I do think there is absolutely a role that we can play in search at your local store that happens to be in our center. And then maybe there’s a distribution angle and certainly pick up in store is an angle that we can help facilitate with our retailers. Whether we’ll build a mini distribution center or not, I mean, we look at those things and there’s possibilities of certain retailers or certain centers that, we might be able to do a micro or mini distribution facility. We’re also looking at last mile in the power area because obviously that’s going crazy and that, there is — our real estate is unbelievably well located and it does –it is not — we’re not out in the hinterlands and last mile is very important and we’re usually have real estate that’s, A1A. So, there’s possibilities. It’s not going to be dominant or whatever. It’ll be selective, but there are potential possibilities.

Craig Mailman: Thank you.

Operator: Thank you. Our next question is from Greg McGinniss with Scotiabank. Please proceed with your question.

Greg McGinniss: Hey. Good morning. Hey. Congrats on the strong leasing quarter crossing 96% in occupancy ahead of…

David Simon: Yeah. You’ve broke up there.

Greg McGinniss: …go for your functionally full.

David Simon: Well, look, I think, we can still increase our occupancy, but also beyond occupancy, and I said earlier, it’s really, we’re really focused on merchandising. So — and but we still have room to grow our occupancy, but more important is that, bringing in the right tenants, in the right center, in the right location. That’s a huge focus for us. But we still think we have plenty of opportunity to grow our occupancy.

Greg McGinniss: Okay. Thanks. And just one quick one on FFO per share guidance. We’re trying to better understand the successful year contribution from real estate as opposed to some of the noise that’s generated by other platform investments. Are you still anticipating around zero cents from OPI or is that lower now and maybe offset by better real estate performance?

Brian McDade: Greg, it’s Brian. I think we now think the OPI contribution is going to be a minus 5 to minus 10 for the year, but it’s being offset by significant improvement in the real estate FFO extension.

Greg McGinniss: Okay. So overall…

David Simon: Let me — we expect it to improve in the fourth quarter, for sure.

Greg McGinniss: Right. But I guess, overall, I think my takeaway is that the real estate business guidance would be increased this quarter if it were standalone.

David Simon: Yeah. If we — if OPI is, you’re breaking up, I don’t know if it’s our phone or yours, but OPI has been a drag this year from an FFO point of view. Now, remember, we essentially have four assets in OPI, okay? We have our investment in RGG, we have our investment in Jamestown, we have our interest in SPARC and J.C. Penney. When you put it all together, we have positive EBITDA in those business of a meaningful amount, but again, when you own an interest in a retailer, you’ve got lots of depreciation, lots of expenses that end up hurting FFO, but not necessarily the EBITDA line. So, I just want everybody to put in that perspective. And again, I would also mention to you that, our investment in both Penney and SPARC is de minimis at this point.

We have a little bit more investment in RGG and Jamestown, but the size of our company is the right thing to do. So, with that said, and Brian said in our call, well, we are still not standing still on our retail side, which is Penney and SPARC, and I do think we’ll have some positive announcements with respect to those businesses near year-end or early 2025. So, we’re working hard on that. But the bottomline is it has been a drag this year. Part of that drag was because we sold ABG, so we lost that income that we thought that we — when we gave you our budget, we weren’t anticipating. We’re extremely happy with that sale. So that was the right thing to do at the right time. And –but so we tackled one opportunity, we’re tackling the next.

We view RGG and Jamestown as long-term investments at this point. Obviously, that can change, but we view those as long-term investments. And again, so, and if you go back in history, which I think is important, when we got into the retail business, it was the right thing to do at that particular time. We are less — given today’s time, it’s probably not the right thing to do and that’s why we haven’t done a retail investment in a few years, four years. So, we’re smart, we get it, but we’re focused in, we have an investment that’s worth something with no capital in it, so our job is to make it better and that’s what we’re focused on.

Greg McGinniss: Yeah. thank you.

David Simon: A little, yeah, a diversion from what you wanted, but I give you the full story, okay.

Greg McGinniss: All the colors appreciated. Thank you.

David Simon: No worries. Thanks, Greg.

Operator: Our next question is from Ron Kamdem with Morgan Stanley.

David Simon: Ron? Looks like we lost Ron.

Operator: Our next question is from Alexander Goldfarb with Piper Sandler. Please proceed with your question.

Alexander Goldfarb: Hey. Good morning out there, David, and yeah, I’ll happy to coordinate with Tom and Steve on sitting in on one of those leasing sessions with you.

David Simon: Well, we’ll do it. You might — you’ll either be fully impressed or you will — the detail might overwhelm you, so we’ll see.

Alexander Goldfarb: I look forward to being overwhelmed. So question, David, just getting back to the commentary on the 96% plus leased performance of the portfolio and the comments that you’ve made about the opportunity in the Malls. As you look at the bottom tier, for a long time you talked about the bottom 20% driving cash flow to reinvest in the top Malls, but given how competitive the retail environment has become, lack of new supply, are you seeing new opportunities in your bottom 20% of Malls that previously you would have just harvested for cash flow, but because of the changing landscape you now see opportunities that didn’t exist a few years ago?

David Simon: That’s a good — that’s a really interesting question and a good point. I think based on, if you asked everybody on the last three days of the Mall portfolio, we absolutely, not every asset in the bottom tier, and again, we — I don’t like that phrase, but I’m going to use it anyway. I would tell you, if you talk to our team, our leaders in that area, Jon Murphy and Eric Sadi, Rick, God love him, still loves to go through it, and John Rulli, et cetera. I would say to you, one of the real opportunities for this company is to improve the bottom 20, and because you’re right, there’s no new supply in those markets. Just like human nature, we always want to work on the second half, right? So, I do think there’s a real potential to improve that, because in many cases, we’re the only game in town and given lack of supply and our ability to reinvest, I do think we can make real strides in the bottom tier, again, not every asset.

But the majority plus of them. So, that’s a big focus going into 2025 without question.

Alexander Goldfarb: Thank you.

David Simon: Sure.

Operator: Our next question is from Floris van Dijkum with Compass Point. Please proceed with your question.

Floris van Dijkum: Good morning, guys. Thanks. Question on the leasing. By the way, I thought the response to Alex’s question was fascinating, by the way, because we believe that, the B malls or the lower-quality malls, financing might finally be coming back to that market now, too. But maybe if you can talk about your S&O pipeline. Last quarter, you mentioned it was 250 basis points. How has that moved? I saw that HERMÈS just opened up its store in Phipps, and what percentage of that S&O pipeline is luxury in your view? Is it meaningful and are there other Phipps-type luxury projects planned in the portfolio going forward?

David Simon: Yeah. Let me, yeah, interesting question again, and I would say, I have it right in front of me. I used to. But here, okay, so we have executed 75 new luxury deals covering 208,000 square feet and we have another 47 out for signature. So that’s kind of a total out there at this point, but again, we’re increasing that every day as we speak. So, yeah, we, even though, the sales for certain brands has slowed in that area. They are continuing to commit and for us, as you know, I mean, the build out and the time for those retailers to open is probably compared to kind of a traditional retailer is longer, but we’ve got a very impressive pipe on that with a lot of square footage that will open over the next few years and growing to this day.

Brian McDade: And Flores, the sign but not open number is about 300 basis points. And importantly here though, as you’ve heard David talk about multiple times, this is about merchandising mix. So this isn’t all incremental. We’re swapping out underperforming retailers with better retailers. And we do have retailers making commitments well into the future in that number as well.

Floris van Dijkum: Thanks guys.

David Simon: Okay. Thanks.

Operator: Our next question is from Vince Tibone with Green Street.

Vince Tibone: Hi. Good morning. Could you provide some color on the cadence of stabilization for the development and redevelopment pipeline? Specifically, if you could share, how much incremental NOI are expecting in 2025 from the pipeline on a net basis, all the openings this year and next offset by any, just rubber downtime with new projects, that would be super helpful for forecasting?

Brian McDade: Yeah. Vince, we think we’re ultimately going to deliver about 30% of the portfolio investment in 2025. So, against the 8% on lever deals. I think you get back into the estimated income contribution from that — those data points.

Vince Tibone: And is that like an average then or I think that it’s like 30% on average will stabilize because like stuff that, delivered the third quarter, for example, this year is obviously going to be creative to 2025. Just wanted to clarify that point?

Brian McDade: Yeah. I think that’s a decent run rate for expectation relative to our development business, but a third probably stabilizes.

Vince Tibone: Great, that’s helpful. And if I can squeeze in one more follow up, can you just provide a quick description of any Mall redevelopment started in the quarter? I saw the spend increased some, but no description in the release of the project.

Brian McDade: So we started a resi project at Briarwood, and we started a redevelopment at Tacoma. Those were the two big ones in the quarter that really, that we added to the pipeline.

Vince Tibone: Great. Thank you.

David Simon: Thank you.

Operator: Our next question is from Juan Sanabria with BMO Capital Markets.

Juan Sanabria: Good morning. Just given where we are with the election next week, just curious on your thoughts on potential positives or negatives that could come out, depending on which side wins. And I guess specifically also, what would be your view on tariffs? Is that positive or negative for Simon’s business as a whole? Thank you.

David Simon: Well, look, I am of the view that, we should — we — look, I’m of the view that CEOs, whether they’re founders, kind of like the way I feel or up through the ranks, ought to stay out of politics, okay? That’s not to say that they shouldn’t lobby, because there are a lot of things that go on in Washington that may affect the company and that’s their job. So I’m going — and I’m not here to endorse, kind of take the Washington Post view that, that we have to be ready for all sorts of outcomes. I do think because of that the vitriol that’s occurring and that’s why we’re cautious with respect to kind of our guidance for the fourth quarter is that it’s an uncertain time, right? So not only here domestically and here globally.

But beyond that, I really am not going to get into that. I think the decision ought to be left to the — to individuals. People like me should stay out of trying to influence the people, the people are what matter and we’ll see what happens. We’ll be prepared, there’s basically six potential outcomes, right, if I had to do it right. You could have a Democratic sweep, you could have a Republican sweep, and then you can, I used to be able to do that, but three times, I think it’s six, right? So you could have six possible outcomes, we’ve got to be ready for all six. And I’m not going to tell you what outcome I want. I don’t think it’s my job. I do think it’s my job to lobby once we understand, what’s happening, like, maybe on the de minimis rule or et cetera, that hurts our retailers or hurts our consumer.

But beyond that, if I could be so — I don’t know — I want to — I don’t know if I should say this sounds, guys like me, who knows what guys like me means. But we ought to like, just let the people decide, without this overbearing influence from outside people, that that’s my personal kind of view and we just need to be ready for six possible outcomes.

Juan Sanabria: Fair enough. Understood. Thanks, David.

David Simon: Thank you.

Operator: Our next question is from Michael Goldsmith with UBS.

Michael Goldsmith: Good morning. Thanks a lot for taking my question. Maybe just tying some of the themes that we’ve heard from the call together. Your occupancy crossed 96%, you feel like there’s more room to grow, you’re focused on merchandising and being selective and it also looks like you’re expiring rates for 2026 maturities are below 2025 by 67%. So you’ve been throwing it together, does that give you confidence or visibility to sustainable mid-single-digit NOI growth over the next couple of years?

Brian McDade: Hey, Michael. It’s Brian. Yes. We do believe that we will have the momentum in our NOI will continue. All of the things you highlighted are certainly part of it, plus the investment of capital back into the business. As you’ve heard David say, we will be opening up projects in 2025, 2026 and 2027, but there’s going to be no new supplies. So that is certainly going to support our growth as well.

Michael Goldsmith: Thank you very much.

David Simon: Thank you.

Operator: Our next question is from Linda Tsai with Jefferies.

Linda Tsai: Thanks for taking my question. Can you provide some color on the quarter-over-quarter improvement in Domestic and portfolio NOI? And then how do you think about NOI growth in 2025 as an initial guidepost?

Brian McDade: Well, Linda, I think, the quarter we continue to see rent growth, occupancy growth, conversion of temp to perm. I think you see the quarter reflecting us executing on our business plan to a high degree. And as I just said, I think we carry that momentum into next year as we continue to execute.

Linda Tsai: Any color on 2025, though, in terms of the same level continuing?

Brian McDade: Well, Linda, we give our guidance in February, so we’ll update you at that point in time, but I do believe that we have momentum.

Linda Tsai: Thank you.

Brian McDade: Thank you.

David Simon: Thank you.

Operator: Our next question is from Mike Muller with JPMorgan.

Mike Muller: Yeah. Hi. Two questions. First, do you think you’ll see more acquisition opportunities over the next few years compared to what you’ve seen over the past five years or 10 years? And then the second question on development, redevelopment, what do you see as the average spend level for the next three years?

David Simon: Yeah. I will answer and let Brian take number two, but I’ll answer one. I do — listen, I think, a company like ours has been always structured, built, financed to buy high quality retail real estate has obviously been our primary focus. So it’s hard to know whether it’ll be similar to what we’ve done the last five years or 10 years. But there will be opportunities for us to grow. We really haven’t done much of any acquisitions since the TRG deal, which was, I can still remember that, it was in the height of, well, it was a week, two weeks before COVID. And then Bobby forgot to tell me, he should have known because, he has those assets to China, but he forgot to tell me about COVID. But it worked out for everybody involved.

But so it’s really been a while. That doesn’t mean that we’re not looking, paying attention to it, but we’re being very thoughtful about what we would like to buy and at what price. And I would tell you that’s not going to change, but I do think there’ll be opportunities as we go forward. But again, it’s hard to compare it to five years or 10 years ago, but I do think over time we’ll grow through acquisition. Go ahead on the pipe.

Brian McDade: And Michael, I think, you think about the development and redevelopment pipeline. You heard David talk today about there’s about a $4 billion shadow pipeline. We’ve got a $1.2 billion committed. I think you’re going to continue to see us committed for a $1.5 billion a year. That could ebb and flow by a couple hundred million on either side, just given the size of the projects and the delivery of the projects. So we do see that level of investment available to us over in the future.

Mike Muller: Great. Appreciate it. Thank you.

David Simon: Thank you.

Brian McDade: Thank you, Michael.

Operator: Our next question is from Ki Bin Kim with Truist Securities.

Ki Bin Kim: Thank you. Good morning.

David Simon: Good morning.

Ki Bin Kim: Just going back to ShopSimon.com, can you just provide some high level parameters on the progress you’re making, the traction you’re gaining and also curious about the backend logistics side of it. If you — are — given the multiple brands we have, are the shipments being consolidated or is it still each individual retailer sending shipments?

David Simon: Yeah. Just — I’ll answer that first. I mean, look, we’re early days in using ShopSimon for delivery. Remember, it’s mostly a marketplace, but we think over time that’ll be a service that we’ll be able to offer through the ShopSimon app or website. And I would say we’ve had remarkable growth in our GMV. We just rebranded it. So I’m only hesitant because we do have a partner in that and I’m not sure I should disclose that to you, but we’ve got a meaningful growth in our GMV there. And now that we’re going to use our brand and our, as Brian mentioned in his remarks, our 25 million email list and add loyalty, we think there’ll be more retailers on which will add to GMV, which will add to the overall volume of the site So I’m just going to be cautious, Ki Bin, because, we have a partner there.

So the good news is we’re making a lot of progress and we’ve got real traction. We’ve got a number of retailers. I don’t remember exactly, but Brian or Tom can tell you after the call, but I’ll hold off on the GMV right now, maybe at some point we’ll be able to disclose that.

Ki Bin Kim: Okay. Thank you.

David Simon: Thank you.

Operator: Our next question is from Ron Kamdem with Morgan Stanley.

Ron Kamdem: Hey. Just a quick one for me. Just looking at the sort of the Domestic NOI growth, almost 5%, which is pretty strong. In the past you’d sort of made some comments about next year sort of hitting that 3% number. Just curious to get some update and comments on what you’re seeing on the ground and any sort of differentiation between the traditional Mall and Outlet business, as well would be helpful? Thanks.

David Simon: Yeah. Listen, I think, overall, they’re all kind of moving in that direction. So I appreciate you trying to get us to disclose our 2025 comp NOI growth. We will do so in February. We’re just going through the phase of that now, which is, as I mentioned to you, we did the Malls this week. We do the Outlets and The Mills next week. But we’ll absolutely share that with you with our year-end earnings in early Feb and — but again, I think, the momentum that we’re seeing over the last couple of years continues. That’s the important point.

Ron Kamdem: Thanks so much.

David Simon: Thank you.

Brian McDade: Thanks, Ron.

Operator: Thank you. There are no further questions at this time. I’d like to hand the floor back over to David Simon for any closing comments.

David Simon: Okay. Thank you. I appreciate all the questions and interest, and we’ll talk soon if we don’t talk of a good holiday season. Thank you.

Operator: This concludes today’s conference. You may disconnect your lines at this time. Thank you for your participation. Thank you for your participation.