So up next, we're going to hear from Kristoff Le Caillec. He is the CFO of American Express. Kristoff has been with American Express for over 25 years, my God, holding a bunch of global leadership roles, including CFO of the consumer lending business, Deputy CFO, before being named CFO of the company in 2023. Thank you for joining us today, Kristoff.
Thank you for having me.
Yeah. So it's been a year since me and you were together at this conference, and so I appreciate your loyalty to the conference, number one. But maybe you could walk us through what's in your mind in terms of the biggest success stories for American Express over the course of this year, the biggest challenges you have to overcome to set us up for performance over the next year and beyond.
Yeah. So good morning, everyone. You know, this year has been a very busy year for us. You're right that a year ago we had a conference. Between last year and this year, by the time we get to the end of the year, the revenue of the company is going to be about 9%- 10% higher. The earnings per share is going to be meteors higher. So we've been very busy. We have, as you know, a very clear strategy. We're executing on it. Probably the most important element of this year was the refresh of the Platinum card, which is going really, really well. And we've been very busy not only redesigning the card and the in-app experience, but we have a ton of expertise and assets in the premium space. And we've been busy enhancing them, strengthening them, innovating in that space.
We are the leader in the space, but we want to remain the leader. Digital has been a key theme for us today. Maybe we can speak a little bit about it and Gen AI and Gen Tech. So it's been an incredible year so far, and we're delighted with the success of the Platinum card.
Great. So despite the choppy backdrop, both revenue and EPS growth expectations are trending better. And you raised your guidance on your recent earnings call. What do you think is driving the outperformance?
So the most important thing in our business is momentum, and we have a ton of momentum. That's why by the time we got to Q3, we had good visibility as well in the success of Platinum. We know what the momentum was. We saw billing accelerating Q3 by about 200 basis points. So we felt that it was right to kind of tighten the range a little bit on revenue as well as an EPS. And I feel that 1520- 1550 is the right EPS target for us for this year. It incorporates the step up in cost of car member services that we saw in Q3. You should expect to see a further increase in Q4 because the impact of Platinum was just for two weeks. In Q3, you're going to have the full quarter impact in Q4.
But all of that is factored into our EPS guidance. So I feel very good about where we are and about the guidance.
OK, great. So the tariff concerns, as well as the fears of softening the economy, persist. Number one, have you seen any change in behavior and the spending patterns across your customer segments, both in consumer and small business? And what do you see going forward?
So I'm not going to get into the details of Q4, but I thought it would be interesting for you to know what we've seen in terms of billing for the month of October. And I was just telling you that what was very noticeable in Q3 was the acceleration of growth by about 200 basis points. The question is, is that going to sustain? Well, the October billing is very much similar to what we saw in Q3 across the board, across segments, and across geographies. So I feel good about what we're seeing so far. And there's been no visible inflection point in terms of the behavior of our customers.
That's great. That's great to hear. I want to touch a little bit on the merchant litigation that Visa and MasterCard just proposed. They are basically proposing to merchants significant concessions on interchange rates, as well as rules around honor all cards. I'm curious how you think it affects American Express.
Yeah. So you're probably going to be disappointed. I don't have a lot to say on that. Just like everybody else, we're kind of digesting this. And as you know, it still needs to be approved by the court. So who knows whether that version is going to be the final one? I just want to remind you that, first, we're not party to this. And also, we have a very different business model. We engage directly with the card members, and we engage directly with the merchants. So it's a very different model. So we'll see what happens. You were kind enough to remind everybody how long I've been in the company. I spend most of my time outside of the US. I was actually in Australia when they're regulated. I was the CFO of Australia when they started regulated interchange.
I was CFO of International Base in London when the EU regulated as well there. And so we've seen it all, all possible combinations. And the common denominator of all of this is that American Express has always been successful, irrespective of what the rules and regulations were, because we have a different model. We focus on our card members, on our merchants, and we adapt. We are agile, and we'll figure it out.
Yeah. OK, that's fair. It's still early. Maybe we can switch to the Platinum refresh, because that's a big, big topic for the year. The competition on premium cards is intensifying again. What sustains your leadership in the space, and how is the refresh reinforcing that advantage?
Yeah. So there's always been competition in the premium space. Just to talk about the US, it's been very intense over the last 10 years. And we've done very well over the last 10 years in the US. We refreshed the product in 2021. Thank you, Amanda. It was a very successful refresh. We are doing it again. The early signs are very strong as well. So we like that attention that there is on the premium products. We benefit from that increased attention. There's a lot of advertising. There's a lot of people now considering signing up for premium products. That was not the case 15, 20 years ago. Actually, 15, 20 years ago, the only way you could get a Platinum card was from an upgrade from gold. Today, you can join the franchise straight on the Platinum product.
So competition has been a net positive for us, I would say. And it's also making us stronger. I will also say that we have built assets over the years, global assets, I would say, over the years that are unmatched. And every year, we are working hard to improve those assets. Think about the FH&R program or the hotel collection, Fines Hotels and Resorts. We added more resorts and hotels to that program this year. And we're doing it, I would say, because a lot of hotels are reaching out to us because they want to be part of this. When we talk about the success of Platinum, this is not only the success from the perspective of the card member. This is also something that is working really, really hard and very well from the perspective of the merchants.
That's why we've been able to create those value propositions that are very innovative, that are very distinctive. And you saw on the recent Platinum, we added value and partnerships with the likes of Lululemon, Oura Ring. We also have YouTube, Paramount Plus. So that kind of program, I would say, of partners is really key to the success of the Platinum product and our leadership in that space. There is another area that maybe we haven't spoken enough about, which is actually super important. And I'm sure that many of you in the room are Platinum card members. And you've noticed how different the in-app experience is. We really have invested a lot of time to think about what's the best experience we could provide to the card members in terms of enabling the engagement. There are a few features that I find super interesting.
First, you can navigate from the app to Rezi. And you see when you book a hotel or you book a restaurant, it shows up in the card app. The other thing that we did, which is we talked a little bit about it during the Q3 earnings, but I think it's super important. We are getting smarter and much better at placement in the app. And one example that we used is the placement for the high-yield savings account. And what we saw as a result of changing the placement in the app was an increase by 45% of the number of card members who actually sign up for a high-yield savings account. So we're getting much better at harnessing the power of the technology, at cross-selling the products, at engaging the card members through multiple dimensions of the membership program. And technology is key to that.
And I would say on this one as well, I feel that we are leading the charge.
So just fundamentally, I know there's some upfront costs related to the refresh, and the revenues sort of come over time. Maybe you could just talk about the timeline of the refresh and how those revenues and expenses sort of flow through and how the margins progress over that time.
Yeah. So for those of you who are trying to build models, I understand why this is critical. It's a difficult answer to give you because the Platinum refresh is also, I would say, more successful than what we have modeled. But let me just help you out a little bit. I'm going to bring you back to the refreshes that we did recently in the US, Delta, the Gold card, the Hilton cards. When you look at two years later, we see very similar results across those three products. And we see basically revenue bigger by 30%. And call it the gross margin, so all revenue as well as the variable expenses and the credit cost, the variable margin is up 40%. And it's a function of what these refreshes are doing. They're increasing the demand.
They're increasing the engagement with the front book, like new card members, as well as the back book that is kind of like re-engaging with the product. And I'm sure that many of you who are Platinum card members, when you went in the app, you kind of rediscovered some of the value of the product as well. So we see incremental spend that is coming on the card. Of course, there was a big increase in the fee revenue as well. For these three products, it was like a 60% card fee increase. So very tangible increase in terms of scale and profit. And that's very much what we are projecting and expecting to do with the Platinum card. And all the early signs that we have are pointing towards that.
I'm going to give you another data point to help you out as well, which is the fact that when a new card member joins American Express on a Platinum card, by the time you get to the end of the year, say month 12, you're kind of positive. So all the cost of acquisition, setting up, seesaw reserve, all those things are kind of recovered by the end of the year. So the payback is actually very quick. Of course, we're going to be exposed to what we talked about during the earnings release. We're making the new benefit available to the entire portfolio on day one. But we're going to charge the fee with a gap. And that is just going to create a gap in the P&L. But we know that. We've done a ton of product refreshes over the years.
That was anticipated in the guidance that I just talked about at the beginning of the year and the recent update that I gave. So it's all, I would say, progressing as we had expected.
OK. And then as we think about the upgrades to Platinum from gold and other products, have you seen that being positive? And do you worry about cannibalization in any way from gold?
So we don't worry about cannibalization. We use the word upgrade more than cannibalization. We like it. We actually have an entire marketing organization, and I would say decades of expertise. Because for those of you who have followed American Express for years, you know that one of the critical areas of expertise for American Express is this upgrade path from green to gold, gold to Platinum, and Platinum to Centurion. So we know how to do that. And we like it when it happens. In a given year, i.e., a year without the refresh of the product, we get about 2x the number of upgrades versus downgrades. Because we do see downgrades as well. What we want is we want the right card in your wallet. We don't need to have everybody on the premium card.
But in a given year, you see about 2x the number of upgrades versus downgrades. And when you do a refresh, as we did in 2021, that ratio was a bit better. It was about 2.5 to 1. And that's what we are seeing in the early signs of this Platinum refresh. So it's a good thing. It's a good sign of engagement. And there's a lot of things that happen when card members engage that typically spend more. They're more loyal. And there's many good things that happen with an upgrade.
It's really interesting because people were worried about the opposite, given the percentage increase in the price. And it's kind of actually outperformed.
It is. And I would say as well, you remember Sanjay on the earnings call, we had some data points, some stats about Platinum. And we had a big increase in the number of new cards acquired. That was arguably for the first two weeks of the refresh. But this metric, which was 2x, did not include these upgrades. So upgrade is a critical part of their program here.
That's fabulous. Maybe we shift gears and talk about how American Express has sort of reinvented itself in some ways with the younger demographics. How are the younger card members behaving relative to the legacy cohorts in terms of spending and engagement across the ecosystem?
Yeah. The first thing to say on this is that we've been very much intentional about this cohort. It was a choice that we made to focus on this cohort because we view it as an opportunity. And we view it as well as a growth accelerator in the long run for American Express. So we focused a lot on this and evolved the product, the value proposition, to resonate with that cohort. There are a few things that we are seeing with these younger card members that are behaving differently. They're typically more engaged than the older cohorts. I'm just going to give you a stat. On average, they use the card, the number of transactions, 25% more than the older cohorts.
One of the big benefits that we have with these younger card members is that they don't know that 10, 15 years ago, they couldn't use their card everywhere. And therefore, they typically have they consolidate their spend on the card. We have parity coverage now in the United States. And therefore, we're getting a big share of their wallet. They're very engaged as well in the benefits. That's why having YouTube, just like with the new Platinum or Lululemon, directly speaks to that population. And we see very strong engagement. What we also see is they're not calling us. The cost of servicing is much, much lower. They self-serve a lot more directly in the app because we build those capabilities, but also because that's what this generation of card members is doing. So it's displacing a lot of cost.
And I want to point out as well to something that was a no in the mind of many investors. And at another conference, we shared some credit metrics about their delinquency rate by cohort. And you remember that the credit metrics, the credit cost of this generation is very attractive. Essentially, delinquency rate was like 40% lower than the Gen X and Baby Boomers of the industry. So it's working really well for us. Loyalty is very strong. Retention rate is very strong. So the lifetime value of this population is super attractive. And as you know, we run American Express for the long run. There's a lot of embedded growth and revenue in these relationships that we are building now. And that's going to play out over the coming 10, 15 years.
So you know there's a lot of discussion about the big wealth transfer that's going to happen between generations. Like the Millennials and Gen Z are going to inherit a ton of money. Or Gen X. I'm just curious, sort of how is American Express positioning itself? I know you guys are doing a lot to sort of work card products into those customers' or consumers' hands. But what else can American Express do?
Well, that's very much the idea, right, is to engage with those younger card members at the very beginning of their professional life and grow with them. And we had young card members in the past. The difference is that we have more of them now. And we've seen how, because we retain those relationships for decades, we see how the average spend goes up as their needs are increasing, as well as maybe that transfer of wealth as well. And we are very much aware that we need to remain very competitive in terms of the benefits that we offer them, very relevant as well. So as they get older, I'm sure their needs are going to evolve. We're going to be listening to their needs.
And every time we refresh the product, we'll take care of that and make sure that it's still the best card they can find in the market for us.
So another product that seems to resonate with that demographic is Buy Now Pay Later. So there's many Buy Now Pay Later platforms out there that speak to this demographic and attracting this demographic. How do you guys think about Buy Now Pay Later? And do you worry that at some point it sort of displaces you in some capacity?
Yeah. So we looked at the demographics of the population that is using Buy Now Pay Later. Actually, one of the big Buy Now Pay Later companies just issued some stats recently. And I was attracted by two of them. They said that 50% of their customers had a FICO below 660, so it's subprime, and 80% of their customers had income below $100,000 per year. You know American Express. This is not our population. We're not best equipped to serve the needs of this population. And so the overlap between their heavy BNPL users and their American Express customer base is very limited. Now, we know that our customers, especially the younger customers, also have revolving needs. And that's why we introduced many years ago the Planet feature.
And for those of you who are not familiar with it, you can literally go in the app, identify one transaction, and spread that transaction over three, six, or nine months in an installment program. And you can see immediately kind of like the schedule and the price point for that. That is available for every single transaction that is also not dependent upon the merchant. It's also free for the merchant. So if you have a large transaction and you want to spread it over three months, definitely there is a solution for that at American Express. So we're going to keep kind of like listening to what the market says. We're going to keep innovating in the space and create solutions for them and make sure we're relevant to the population that we care most about.
Wonderful. Maybe we shift gears to the small business segment. It's historically been a big growth driver for American Express, but has been a headwind of late. Is that mainly just a macro dynamic, or is there something else?
Yeah. There's a lot of things going on. There's definitely some macro components, but it's not the whole story. First, the SME segment is a very broad segment. It starts from the very small businesses to middle market that some of them are actually quite large. And so when you bifurcate the portfolio between these two populations, if you were to do that, what you would see is that the smaller businesses are doing just fine. Where we see the pressure, it's in the middle segment, middle market segment. That's where we see the biggest pressure point. And there are two things going on here. One, and we talked about it in the past, is there big transactions? Think about transactions north of $100,000. Those are moving towards ACH and checks, very much on the initiatives of some large merchants.
You can wonder and question why it was on the card rails in the first place. We don't see those kinds of transactions on the consumer side. But on small businesses, we had many of those. So we definitely are seeing that those transactions are moving away towards ACH or checks. There's another component, which is that for that specific segment, expense management is a key requirement. We've seen it, and some fintechs have been very innovative in that space and have created very good software. Our response to that is the acquisition of Center, which is like an expense management solution. And we are working hard at integrating Center onto our platform and making it available to the entire small business base and medium-sized companies that we have in our base. That's our response. But it will take time to play out.
I'm going to say one last thing on that segment. Because rightly so, there's a lot of focus on spend. But it's not only about spend. If you look at the revenue of the commercial segment over the last two, three years, despite the spend being in the 2%, 3% range, revenue was at 7%. And so because there are fees as well, card fees, and we've been doing a good job at meeting the borrowing needs of our customers. So it's a complicated story. I think we have it. We have a good solution, a good strategy. But it will take a few more it will take a bit of time before we kind of roll out everything and be in market with our solutions.
This headwind from the merchants that are not accepting ACH anymore, is that a longer-term headwind? Or do you think we're sort of at the back end?
So they're moving to ACH, just like card. So it's very hard for me to make projections in terms of where that is going. It's not specific to American Express. It's across the board.
No, no. We've seen it across the board.
Yeah. I think it will take a bit of time to play out.
Got it. OK. And then you kind of touched on it a little bit, but expense management is an innovation that can help invigorate growth in that segment. And that will take a little bit of time in your minds and probably some kind of marketing initiative, too, to get these people back. But are there any other enhancements that you guys can make to accelerate the growth there?
Well, so as part of the Platinum refresh, we also refreshed the small business card. We made their value proposition richer on the reward side. So Platinum is also one of the favorites for the small businesses, especially the smaller small businesses who like their lifestyle benefit for the founders, typically. And so that's the other solution, which is to improve our legacy products, if you want, make them more relevant, and increase the value proposition for the small businesses.
Got it. OK. Maybe we shift to international, because that's consistently been growing double digits. Maybe you could give us some insights to the growth there and how you continue to win.
Yeah. So international has been the fastest-growing part of American Express for many years now. It's a diversity of market and where we're playing. Billing has been in double- digits for the last 18 quarters. So very strong performance, very strong momentum. And what I like about that momentum is that it's very broad-based. It's not concentrated in one geography or one customer segment. It's very broad-based. And so we're winning in many, many places. There are a few things that are providing very strong support for that revenue growth. The first one is that, just like in the US, we are acquiring a lot of new card members, especially younger card members. We're also growing very fast in the small business segment out there in international. We're also benefiting from the tailwind that comes from improvement in coverage.
Now, in the big markets, we are at about like the tier one markets, we are at about 80% coverage. So as we increase the coverage, we also capture a bigger spend. And that provides support for that strong double-digit billing growth. And I'm going to say this as well. Out there in international, the positioning of American Express is more premium. So the price point for fees is typically higher. And when you look at the percentage of the spend that is cross-border, cross-currency, it's also higher. So it's a very attractive franchise that is growing very fast. And just like in the US, we have, over the last, I don't know, 25, 30 years, built a set of partnerships as well that are very powerful.
Just in the last 12 months, I don't think we have spoken much about it, but we renewed the partnership with British Airways, with Air France, KLM, as well as with NAA in Japan. So these are big leading airlines who have chosen to work with American Express for many, many decades. So we have a very strong franchise, a lot of momentum out there in international. And it's going to keep growing at a faster clip than the US.
That's great, because one of the criticisms has been that maybe the brand doesn't resonate as much internationally. But it seems like it's gained momentum.
Oh, yeah. It is.
And you obviously have history in all these different partners.
That's where I spent most of my career at American Express. They're 25, which actually is 28 years. But I didn't.
All right. Well, that's even longer. Wow. That's all I got to say. Whew. So maybe one of the big topics of discussion at this conference has been Agentic commerce.
Yeah.
Could you just talk about how American Express can sort of capitalize on Agentic commerce? I mean, you guys have a closed-loop network, lots of data. I would think you're a perfect candidate to sort of participate in that.
Yeah. I think your assessment is right. We are very excited about what we can do in this space. I will say as well that our brand stands for trust, service, security, which in this kind of digital age and agentic age are attributes that are going to be critical to be successful. So let me just tell you what we're doing here. We're essentially doing three things. One is partnering with the LLM to elaborate and influence the protocols that are going to be used for agentic commerce. A good example of that is the work we've been doing with Google on the AP2 protocol. And the things that we care about in this protocol are things around security, privacy of data, how are we going to handle disputes.
Because we know one or two things about this space, and we want to make sure that in an agentic world, we can still operate and create value for both merchant and card members. So priority number one, work with the LLMs and lean in in terms of how they define and write the protocols. Second priority is to make our assets discoverable in the LLMs. The most intuitive example of that is think about the Rezi inventory. Today, in Google Gemini, you can actually book a restaurant through that LLM, and it connects directly with Rezi. So we want our assets, fines, hotels, and resorts, the global dining access program, and all those benefits to be discoverable in the LLM so that when there is a transaction, it's informed by all those kind of benefits.
And the third thing, which is probably the one that is the most exciting, is doing ourselves like creating agentic experiences for our card members. So we have I'm going to say a little bit like in-market today, but it's a beta version for about 15,000 card members. So don't feel offended if you're not one of them, where you can actually it's called Dining Companion. And it's very much an LLM experience where you can type, can you find fresh restaurants in the Sanyard area that would have a table for four at one o'clock, if you want to invite me? And so you go directly in the LLM, and it connects with their Rezi not only inventory, but the tables that are available at that time and just serve up options for you. And that's very much where we want to take this. We have the data.
We have, to your point, the relationship with the merchants. We have unique assets that we built over the years. We have the trust and confidence of our partners. And we have the engineering capacity. We have about 9,000 engineers that are coding all day long. We have all that that will enable us just to be successful in that space. And as I said, we have the credibility with our card members and the merchants to operate in that space. So very excited about where this is going to go.
Yeah, absolutely. So the stock is trading at an all-time high in terms of multiple, which is great, which is a testament to both of you, Kartik and Christophe, the work that you guys have done.
And 75,000 colleagues.
And 75,000 colleagues, but telling the message as well. Maybe you can sort of convey the message to investors today why they should still step up and continue to invest in American Express.
Yeah. So maybe the starting point is that we have a very clear strategy. And those 75,000 colleagues know exactly what they need to do to execute on that strategy. And this is super important. Because that strategy is creating the momentum that we just talked about, that supports the ambition that we have to grow revenue double- digit, 10% plus, and earnings per share in mid-teens. So we have a very clear strategy anchored on premium, on membership, and on assets that we have built over the years and that we're delivering every day. We also know that we need to innovate in that space. And that's what we're doing. And we just talked a little bit about that innovation. Importantly as well, because it is something that we should never forget, is that we are, to some extent, constraining the growth by focusing on premium.
We could grow at a faster clip if we were to decide to extend more credit. And we talked about BNPL and a quarter of customers that today we're not focused on. We very much want to stick to that premium space. And we don't want to compromise on that, which provides support for the sustainability of the earnings. Because the credit performance should be resilient and will be resilient through the cycle. So that provides very, very strong support. So as you think about where we're taking the company, we very much want to deliver on that ambition that we laid out many times. And so if you compound that mid-teens EPS growth many times over the next few years, you eventually get to not eventually. You're going to get to a valuation that is going to be even much higher than where it is today.
And it's very much that compounding effect that we are working on. Also, importantly, we don't have a clear it's always difficult to have a conversation about the multiple when it comes to American Express, because we don't have a peer that you can go to and just make straight comparisons. What you can do, though, is actually compare how this financial performance is comparing against other S&P 100 or 500 companies. And when you do that, you're going to see that we are in the upper quadrant in terms of revenue growth and EPS growth, especially if you kind of like strip out the big tech companies. We are right there. And we have the momentum, the leadership, the talent, the asset, the skills to actually keep growing this company. So that's the kind of promise that we're making to investors.
It's just that compounding effect on revenue growth and EPS growth over the coming years.
Yeah. It's definitely I mean, it seems like the business model's even evolved more to a recurring model as well relative to the past. Would you agree with that?
And well, yeah, the company's scaling. We're leveraging technology a lot more. It's becoming a much bigger part of the time we spend at American Express. If you were at American Express 20 years ago, it's a lot of work on the marketing side. If you were at American Express now, you would hear a lot more conversation about technology. I just talked about the reinvention of the experience for the platinum card members, agentic commerce with Rezi. This is where the puck is going for us. And think about all the use case of where we could take this technology in terms of expense management, in terms of our own operational expenses and leveraging GenAI. This is what we're doing. This is what we're working on.
And I feel that there's a lot of efficiencies that are in the pipeline that we're going to unlock in the coming years that will provide support for that mid-teens EPS growth ambition.
Great. We only have a couple of minutes left. I had one more question. And maybe I'm going to sort of reframe it a little bit. Definitely post-Costco, you guys have rebuilt the loan portfolio to be more aligned with your customers. Maybe you could just talk about how that sort of manifested itself into the fundamentals of the business today versus when you had Costco.
Yeah. Well, there are a few things that we did post-Costco. One is we decided to concentrate our energy on premium products. And it's interesting how much time we spend talking about platinum, about gold today versus how much time we were spending at that time. So today, Platinum is our biggest franchise. I'm not going to say it's an outcome of what happened with Costco, but it definitely created the kind of impetus to focus on the premium products. What we did on the lending side is innovate in terms of the lending capabilities by creating Planet, where I just talked about it earlier on, pay over time, which is a revolving capability that is capacity that is attached to the charge card. And doing lending to a customer base that is fundamentally premium comes with a lot of benefits.
You get a lower revolve rate because they have lower revolving needs, but you get a far better credit profile. What we're also not doing anymore is balance transfers. We don't have any kind of 0% offers. Maybe there's one. So I shouldn't say we don't have any. Maybe there's a test out there. But it's like it's the minimus today. So the book that we have today in terms of lending is fundamentally more premium and with a much, much lower credit risk profile, which you see in the credit reserve as well, which is actually flat to where we were pre-COVID despite a worse economic environment.
I will also mention something, which is something that is missed by many investors, is that when you look at the NII growth in our revenue and how big it has grown over the years, you really need to strip out what is coming from volume, balance growth versus margin improvement. In our earnings slide, I invite you to go back. I forgot which one it is. We are splitting that between 2019 and now. I think the numbers are like NII has been growing at a CAGR of 13%. 7% of that is balance growth, and 5% is margin improvement. So think about that. The growth in terms of balance and balance sheet was only 7%. Almost half of the NII growth was margin improvement, which effectively leads to that ROE of about 35% that we generate year in, year out.
Well, we've run out of time.
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