Disney Fired Him. He Built DreamWorks, Shrek, and a $3.8B Empire | Jeffrey Katzenberg

Have you ever thought about the thing that you like most about yourself?

Okay. Well, I have to start by also just telling you for purposes of this is that you probably heard this. I don't reminisce. I'm not nostalgic. And I sort of have as my mantra or philosophy a very simple thing that I live every day which is never let your memories be greater than your dreams. Now I can tell you if you can find that place for yourself in your life particularly if you have lucky enough to have success along the way and to always be living for what's next and tomorrow and the next challenge next opportunity and not to live in the past is like literally maybe one of the greatest blessings in life. And so because of that I'm not that good about reminiscing and you guys are now going to ask me to reminisce like crazy and I'll do my best.

But because I was asked this, you know, maybe a month or so ago, I thought about the things that I like most about myself. And rather than tell you what they are, I'm going to tell you the two people who taught me that about those things that I adapted for myself. So, one was my dad. So, he's a very successful stock broker in New York. We grew up on upper east side and went to private school, you know, basic gold spoon.

Yes. Okay. Oh, yeah. I mean, because he was almost like a Gatsby character, three-piece suit, the watch, the... And when he went to restaurants, they knew him.

And so when I was about seven or eight years old, I noticed that every time in the morning when he would get dressed, he would put a wad of $100 bills in his pocket, brand new $100 bills in his front pocket. And then everywhere he went in the course of the day, anybody that did anything for him, he would give him a tip, but he would fold it and they wouldn't know how much.

So I watched this and I finally, as I said, when I was about seven or eight years old, it was that my curiosity got the better of me. And I said, I just don't see other people doing this. Explain it to me. And he said to me, 'Have you ever looked behind us?' And I went, 'No.' He said, 'Well, tomorrow when we go out, I want you to look behind us. I want you to tell me what you see.' Okay. So the next day we go out and every time I look behind us and whether it's a kid playing a guitar on a street corner, a bus boy clearing a table, like you name it, somebody opens a door for him, they all get this folded into a quarter, a tip. And I see and I remember the word because it's not the word that I think one might necessarily think which is I said I see happiness not that I see a smile because it was a smile but I saw more than a smile I saw joy right and he said that's right and he said so let me just tell you I believe in taking care of those that take care of me and those that cannot take care of themselves. Now, the punchline of that is $100 in 1958 is $1,100 today. So, you think about this. And by the way, 10 or 12 times a year, I mean, a day, 10 or 12 times, which you take that over a year is millions of dollars in tips. That was his way of giving.

We'd go stay in a hotel and we'd be in a hotel room for four nights, that'd be $400, right? It's not like every night was you know where you and I would whatever. And so that's the first lesson for me which was about that I like about myself because I have found my version of that today. The specifics are not important other than I take care of those that take care of me and those that cannot take care of themselves.

Yes and others because today cash doesn't do it and so if you ever walk into a restaurant with me of any place in this town or any place that I go to with any kind of regularity, the bills never arrive. So, it's all done behind the scenes quietly and they all know it now, right? So, it's just like, you know, when I come in the, you know, waiting staff, the maître d', they all light up. They're happy to see me in this, which is part of what he liked, right? Which is that it made him feel great wherever he went.

Yeah. I don't care. I just I know I'm giving happiness and joy to somebody in a material way that literally is going to make a difference to them and it makes me happy. So just to answer the finish the sentence is Kirk Douglas. So again, right around the same time, I don't know, 1958, 1959, something like that, he makes a movie called Spartacus. You guys are familiar with it, but when it came out, that was the equivalent of Batman, Superman, Spider-Man, all rolled into one. This was the hero's journey. And it was an epic movie, and I went to see it on Broadway and a big whole experience was epic. And he was like the hero of that moment in that time. 30 years later, I'm at Disney and making a movie called Tough Guys, which was the last movie that Kirk Douglas and Burt Lancaster did together with one another. And because they were in their late 70s, mid to late 70s at the time, in order to get insurance, they had to agree that every day on their lunch break for 90 minutes, we had to provide a trailer there for them and they would go lay down. Right. And nap. Yeah. Right. So, one day I say to Kirk, 'I'll come over and I'll grab a quick sandwich with you before you do.' Okay. So, I go over to his trailer. And I knock on the door. And as I'm coming in, like this army of engineers and blueprints and got hard hats and vests are coming out of there. I mean, literally like 10 of them. So, they're all piling out. I'm going, 'What was I'm just curious what was that about?' and he said, 'Oh, you know, I've been doing this program, my wife and I, over the years we every year we rebuild a bunch of playgrounds at public schools here in the city of Los Angeles.' And I said, 'Really?' He said, 'Yeah, yeah.' He said, 'You know, they never have enough money in their budget. That's always the first thing that gets cut and I think that's such an important thing.' I said, 'Well, I actually have never heard anything about it.' And he said, 'No, we're very, very quiet about it.' And they were doing like, you know, I don't know, 10, 15 of these things every year. Like, you know, $25,000, $50,000, like every year. And they'd been doing it for 10 or 20 years. I mean, a long time. So, I said to him, 'Okay, well, can you explain to me why?' And he said to me the most important words any person has ever said to me in my life. He said, 'You haven't learned how to live until you learn how to give.' And when those words come from Spartacus, you don't forget them. And so when you ask me this, you know, if you ask me what are the things that I like most about myself, there are these two people in my life who gave me generosity. Taught me about giving.

Too young. No. But I was always industrialist and you know like I was always doing the lemonade stand and you know again acorn doesn't fall far from the tree. My father was an extraordinary gambler in everything. You know what do you want to bet what you know he was Polymarket and Kalshi before they existed. He'd bet on everything and that was his enjoyment or that was his sort of his craft like both. It was okay. Both he loved it. Yeah. He was a gambler. Yeah. And he had a seat on the New York Stock Exchange. What is that? Gambler, right? You're betting on your at scale, I guess. Yes. Literally. Right. So, there's just And therefore, it was in my life and in my So, you know, I kind of did the same thing.

Well, that's because So, I'm at summer camp and I'm gambling and which you're not allowed to do. And, you know, because I had hurt my knee and I couldn't go out and everybody was in. It was a rain day and this and long story short, you know, they come up with a stupid punishment for me. Go stand by a flag pole. They go, 'Excuse me, I have a dislocated knee. I'm not standing by a flag.' Well, if you don't do that, then we're going to have to put you in isolation. I go, 'You know what? I'm done.' And by the way, my father wouldn't talk to me for weeks after that because he was so embarrassed that I got thrown out of summer camp, literally. Come home and I go volunteer to work for John Lindsay. He was running for mayor in 1965. and I'm 15 years old.

No, it was No, but it was I just heard that's where people were going and hanging out and interesting. And so it was not this, you know, happy accident as opposed to like I was interested in politics. He was the congressman for my district, you know, in where I lived and so I was aware of who he was and that he was running for mayor. But I just heard all the kids were all hanging out during...

No. Well, that's because I have a I have fairly extreme dyslexia. Yeah. And so learning is really really hard for me, particularly reading. Math I'm actually was always very very proficient at, but reading was always very hard for me. And a second language was impossible for me. And so I was always terrible in French. you know, Hebrew was out of the question. Yeah. It was just not like it was just not and nobody knew what dyslexia was at the time.

Yeah. And so I struggled. I struggled in school and I realized, okay, well, this is just another place for me to struggle and like no way I can't do it.

From time to time. Not with the sort of regularity to it. I think we they were you know casual in this I mean for the holy days and all that we would go to shul and stuff like that but it was not it was not a you know part of the fabric of our daily lives.

It wasn't for me and my parents seemed okay. I mean, I don't know. I think part of the blessing is my parents got me really early and they just understood that, you know, I, you know, very headstrong. Yeah. Overly confident. Um which is unique. I mean, you know, I heard you read about your mom talking about the story of like you asking for a rope and her saying, 'Well, he always knew what he wanted.' Yeah. Like the fact that you wanted a rope and you don't care any of their gifts and was like you wanted this thing that's all that really mattered. Kids are that way.

Yeah, I'm a research primate in that. I know that the things that you would think are more often than not I think were sort of counterintuitive in this because I just always have had this boundless curiosity and ambition to just do things to you know and determination and perseverance. And you know, I always make this joke about dyslexia because dyslexia is where you interpose words and sentences and even letters. And so I always by the way so I even today like I can't read off a teleprompter. Like if I do it's just garble. Like it's like I have to have a piece of paper and I have to have color coding and underlining and words can't go more than four across a page. Like I've learned how to, you know, you always take whatever that thing is that you is, you know, is your greatest liability and you figure it out, right? And we see it with other types of disabilities. So dyslexia is a type of disability, but I'm always amazed and, you know, I see it in like the Paralympics we're about to go into. These people blow my mind about how they are able to just like reconceive life with these disabilities that they have. It's pretty inspiring. My disability was around language. So I always joke that for my whole life, every time you have read N O, I've read O N. So I actually don't know what no means. I know no to me is on.

I'm like Pavlov's dog. Give me something to do. Any challenge. So you were agnostic to politics. You loved the challenge and that there were things that seemed difficult if not improbable if maybe even impossible. Those are my that's my I live there. That's my home address. Improbable somewhere between improbable and impossible is like where I most love to be. And so what I learned very quickly and I only I became aware of it and the ability to express it much later in my life than I wished I had but the characteristic has been there from day one. It's actually very and it's become my again if one philosophy is about you know living in the future and the dreams the other is tactical and the tactical thing in terms of me that I have tried to pursue in every facet of my life two words exceed expectations. And so how does that translate well it translates virtually every part so if you go back to those early days, whether it was volunteering in the campaign and suddenly, you know, I managed to get 300 other preppy cool school cool kids to come in and I figured out, well, free pizza and sodas on a Friday night and put on great music and the Beatles, everybody's coming in to stuff envelopes and then go out the next day and it became a party, right? But the ingenuity around that was the thing that you know some I don't know where that when where and how the light bulb went off for me but when it did is like figured it out. I know how to do it right. I know what to do. And so that idea of exceeding expectations is that whatever my bosses have ever asked of me, any challenge they've ever put in me, my goal always is to do a little bit better than they thought. And so that it's faster or more efficiently or less expensively or, you know, more theatrically, you know, pizza. How are you going to go distribute a million pieces of literature? Well, I'm going to get an army together and this and to do it. So, it, you know, it was a creativity around all that. But what I realized is when I did things that it's like Barry Diller, I exceeded his expectations in different ways in different times over the course of 11 years. And every time I would do that, he would say, 'Okay, well, let me throw something else at you and here's another curveball for you in this.' And you know, I would say Barry probably had more confidence in me than I had in myself, which then put more confidence in me. So that's a it's a flywheel. But then I went on to realize later, which is okay, well exceeding the expectations of your boss is one thing. Then the next thing I thought about is that okay, well, how do I exceed the expectations of people that I work with, right? and then how do I exceed the expectations of people that work for me? So those are three very different things, right? Somebody you work for, people that you work with, and then people that work for you.

No, mine was Well, you'll see this is it. And so I started getting actually quite tactical about it. And you know, early on I used to wear my watch on my right hand.

Well, I don't know. That was just the place I wore my watch. I guess where my dad wore his watch, whatever. I don't know. I'm a lefty. So, don't you usually wear it on? Okay. Well, decades ago, I put my watch on my left hand. Why is that? Because every day, every time, pretty much anywhere I am, I have this thing on my left wrist which doesn't feel like it actually fits there. And that's my that's my tell. That's my reminder of like, okay, here's your next thing. You're going to walk through this door here and let's try and exceed expectations. It's literally you're almost like exceeding expectations of yourself by putting your just reminding me like don't forget that it's like a part of every single day. I want to be reminded in everything I do. See if you could do a little bit better than is expected of you. So that then went on to I started to think about it in terms of my kids. Yeah. But I got to a great place with them was it wasn't the quantity of time, it was the quality of time when I was with them in this. And so I actually started to think of things to exceed their expectations. And so one of the things from the time they were I don't know one and they're twins one and a half or two years old where I could actually hold both of them at once. I had this ritual which is every Sunday I take them to breakfast somewhere here. Right. And I always would take them to someplace different. So it was always we get in the car where are we going? Well you know we're going to go IHOP you know. Okay. Well that's you know that's we do that right. Okay. Well, then we're going to go to where like there's a little horsey thing in this and oh, let's go to the Biltmore Hotel who has the ducks. So, you're going to the duck, you know, the swans. Yeah. In this. So, it was just this thing where I kept always that was Sunday was an adventure.

Yeah, I'll come back to that one in one second here just to because I want to finish the exceed expectations and so the next thing is that I realize what you really want to do is you want to exceed the expectation of your customers. If you do that then, and I used to then say to everybody every time we would set out to make anything, any movie or animated or TV show or Broadway show or merchandise or a promotional deal with McDonald's? How do we exceed the expectations? Because if you do that, you have extraordinary success. They will reward you. And frankly that's how ultimately over the years you know rebuilt the Disney brand and then built the DreamWorks brand. It was about exceeding people's expectations and with that they give you brand. Brand isn't something you get to declare for yourself. It's customer says oh that's what it means to go to a DreamWorks movie. Like they tell you what they perceive. Now, you can create to get to that to lead them to that, but ultimately they're the ones that anoint you, knight you, you know, gift you with that in it. And it's a high bar to get there.

I'll tell you in a minute. So I started to realize, okay, exceed the expectations of your customers and everything comes your way. Every recognition, reward, financial, Oscars, you name it, it all comes with exceeding expectations. And then finally, what I came to is so I've been married for 51 years. The highest bar is if I can exceed the expectation of my wife. [laughter] That's a really that's a high high bar to get to.

It's pretty simple actually. So again, you know, it's interesting. Exceed expectations. Two words, but underneath those two words is just a mountain of you know, stuff to do. And same thing, well, exceed expectations. I mean, you go going back that quote, you know, if you don't come in on Saturdays, don't come on Saturdays. I mean, it comes with trade-offs. If you want to exceed expectations, something else, it requires an immense amount of hard work and something else probably comes at the expense of something else. How do how do you... So, I'll tell you that, but I want to just again only I want to... We can jump right. Yeah. So, but just a marriage. Yeah. Marriage pretty simple. Yes, dear. And you have to actually mean it. Mean it. You can't. It can't be. Yes, dear. It needs It's like she's the boss. Okay. In your lanes, in your world. You were going to run the show here in this and I'm good with that. In 51 years, she's been part of the ride, right? She knows. She knows that you're working on Saturdays. She knows it all. Okay. So, I arrive at Disney in 1984 with Michael Eisner. It's my first day at work. I go in there and I have my little list of the things that are sort of the priorities that but he and I have been talking about it for, you know, some time. So, a couple...

Barry hired him at Paramount and I was there at Paramount and so he came in as Barry's number two. I was down in the studio. So, like they were over all of Paramount, movies, television, all you know, everything. And I was in the movie part of the company. I moved to I was in a bunch of different things, but as I say over the years, but then I was in the movie part of it. And Michael ran that directly. So he was my boss.

Yeah. Well, we partnered. We actually went sort of as a we sort of had a little cabal partnership that we would like we're going to go do whatever next together. We were really really good together. I mean maybe like a you know a great marriage that at some point you outgrow one another and they go off the track in this and it while we were married we were phenomenal. He made me better, smarter. I learned incredible things from...

Well, Frank was the marriage counselor between us. So as we got older, we needed somebody to broker stuff between us. So many many brilliant things about Michael. Also many broken things about him and this but we had a really really great partnership. Anyway, so I get to work on the first day. I go in my little buck sheet and here's my things to do and he goes, you know, we go through it and I just say, 'Okay, these are the sort of priorities. Here I go.' And he went, 'Great. Go get them.' And I get up to leave his office and I'm at the door. I'm literally at the door and he says, 'Hey, Jeffrey, one last thing before you go. I wanted to talk to you about it.' I went, 'Okay, what's that?' And he said, 'Well, come over here. I want to show you something.' So, he's in Walt Disney's office, third floor of the sort of main building there overlooking the studio. And we go to the corner window and he says, 'You see that building over there?' I went, 'Yeah.' He says, 'Well, do you know what they do there?' I went, 'No, I have no idea. What do they do there?' He says, 'Well, that's where they make the animated movies.' I went, 'Oh, that's good.' He said, 'Yeah, and it's your problem.' So, that was my introduction to animation. I'd never made an animated movie before. I'd probably seen one or two of them as a kid, but I didn't know nothing whatsoever. And, you know, he was very explicit about we have to go figure that out. The heart and soul of this company and the business is we got to refire up the animation of it. like that like that's not...

They had just been going downhill and in fact the movie that was there when we arrived was this movie called The Black Cauldron and if you go look at sort of the filmography of the Walt Disney studio and you just say I'm going to pick the what is it there's nadir and what is it the what's the opposite of I don't know anyway so it's literally the lowest moment of both performance but most importantly if you actually just watch the movie it's horrible okay that's the movie that's you know nine ten finished in production. So, it's we have inherited that. We have inherited that and have to go figure that out. In any event, they said, 'Well, we have to make animated movies here and they got to be great.' And so...

I went, 'Okay, I you know, that's what I do.' Yeah. You've seen expectations. Yeah. Okay, fine. I'll go figure it out. And so sort of two parts to that, which is I can tell you how I figured it out, but I also can now go to your question here, which is we're at a studio. The part of the company that I had, which was movies and television, animation, Disney Channel, they were all like hanging on for life. So that part of the company did about $200 million in revenue and lost $4 million. It was $4 million in the red that year that we arrived. Right. So it was broke and broke and the big money machine was the theme parks were still doing great, licensing and merchandising still doing great, but these businesses were a bust. Lot of change had to come pretty much across the board. And back then, I wanted people to go to the moon with me. We were on a mission. I had twins that were two years old at the time. So, I understood what it meant to have a family and my family's always been important to me and I've always managed, you know, as again, not in the quantity, but in the quality of time there. It wasn't a trade-off. And so for me when you know I was hiring people to come to work there I one day said you know if you don't come to work tomorrow don't bother coming on Sunday. I meant it. Like I wasn't kidding. And if that's not right for you that's great but not the place. Come here. Like it wasn't a bad thing to... Although you showed up be prior to you showing up. No one had that philosophy. No one had that hustle there. Okay. No, but that was my work ethic. My work ethic to go back to 14 years old is like 24/7 and what improbable impossible. We're going to build this last place studio losing money. We're going to turn it into the number one studio and reignite the Disney brand or reignite the Disney whatever those things are. we were going to like go to the moon and I wanted people that wanted to be on that mission and was very clear that you had to be willing to give yourself 24/7 to it and at 30 years old 33 years old like that's the time you do that totally not always...

No I gotten wiser [laughter] how so well cuz just work smarter and better you know is part of that right? It doesn't necessarily but it depends on the circumstances and depends on the thing that you know we're in pursuit of. And so yeah, when I did Quibi and hired all these 25 to 30 year olds and we hired almost 300 of them at that point, it was clear that if we were going to have a culture which is really a Silicon Valley culture in Los Angeles and Hollywood, you had to be like a flashing red light sirens going off saying this is what it's going to we are on a mission. We are a startup. We're going doing something that is a high high bar and we have limited time to do it in. So it very much was a you know Silicon Valley venture startup mentality which was not what Hollywood has not certainly not the creative storytelling film making part of Hollywood that was not in the culture of it. So I had to...

Yeah. But I had to select or the process had to select people that were as mission-driven and ready to give themselves at that moment in time. And we did. I mean, you know, we had an amazing group of people and, you know, that got a lot of great stuff done. Ultimately, it didn't work. But if I stood on the shoulders of my father and Kirk Douglas on the storytelling side of my career, I stood on the shoulders of Walt Disney and Steven Spielberg and they were the two greatest influences for me. Now Walt Disney had been dead 20 years when I got to the studio. You say, 'Well, okay, how'd that happen?' Well, what was amazing is that he had this extraordinary archive of his work product how he actually conceived and made in particular. Snow White was one where he had literally documented every step along the way. Copious notes, memos, typed photography of him in his day-to-day process of walking through it.

I don't know. He was dead. Yeah. I mean, so you went deep on this archive. Yeah. So, yeah. There was this guy Dave Smith who was his archivist and was there for years afterwards who, you know, knocked on my door one day and said, 'You may want to come take a look at some of this. You may find some ideas here that would help you.' And the thing that was extraordinary about it is that he really left breadcrumbs the size of Volkswagens. Like, you just literally couldn't miss it if you wanted to. So, it was almost as if he knew you were coming. Like, somebody was coming for sure, right? Well, not know I was coming, but someday somebody was coming. And so he left all of these things and you know, when I say them to you, you go, 'Okay, well, geez, they really are pretty obvious and they're going to come circle back to you to Shrek.' So, the first one, that he said, 'I make movies for children and the child that exists in all of us.' Okay. Bang. Boom. Drop the mic. North Star. If you actually think about what he is saying and you go deep into that, it's literally there's your pathway and there's your goal line. I'll come back to that in a minute. He said, 'My movies are only as good as their villains.' Okay, I'm going to say Ursula, Scar, Jafar, Farquaad, Tai Lung. Like I can go through every animated movie I've ever been involved with and the better the antagonist the greater the challenge for the protagonist in it. And so but he said it my movies are only as good as their villains and so it's not an afterthought. Another wonderful thing that he said again seems so obvious and so simple but maybe not to deliver on. He said there's no such thing as a great story without a great ending. So don't go try and figure that out later. You better figure that out before you get going.

Well, you better know what that is and it better be satisfying. You know when you you need to know where your goal line is. Yeah. There are many of these little pearls. There's another one. So remember animation is very much as a visual. It's not a verbal style of storytelling. It's animated, right? You're animating the visual physical. He had a very simple line. And he said if you can see it instead of say it then do it. The fewer words the better. So if you can say things by watching action and reactions and all of that without actually the fewer the words you have the better the more successful you'll be. Particularly remember because these are movies being made for kids. So when we started DreamWorks and particularly DreamWorks Animation, I was very conscious of not wanting to tread on what was obvious Disney territory.

And I'm confident that it was as much about ego as it was about ambition.

Yeah. I didn't want to I'm not Walt Disney and I don't want to be I want to and that's theirs and they're going to it was already there for 75 years in...

The history of the world. So when we start the company, the very first movie we make is a movie called Prince of Egypt. There's a zero chance that that is a movie that the Walt Disney Company would make, that Walt Disney would make, that would be under the Walt Disney because it's religious, it's political, it's controversial, and it's adult.

Yeah. Yeah. Still thought about the ending first. Those things don't change those principles. I'm trying to get to the philosophy more or the brand. How do you become a differentiated...

Right. That was a perfect shot to Hertz. That's a 'we try harder.' So I didn't want to be Avis or Hertz. Right. I wanted to go find something that would be our own. So we make a religious movie. We make a very sophisticated comedy that's got Woody Allen in it. It's his comedy, his humor. It's very sarcastic. All that. By the way, homage to Spartacus in there if you actually remember the end of the movie. And then we make this movie Shrek.

So, we had to make this really, really sort of, I think, cross the Rubicon, pass the red line decision in making that movie, which is there's a scene in the film, so it's pretty edgy and by choice, but there it actually came down to literally one word, one sentence, one scene in the movie, which is Shrek goes and rescues the princess out of the castle, burning castle from the fire-breathing dragon, and he's running out and he gets to the exit and he stops. And she grabs him and says, 'Come on, we got to go.' And he says, 'I have to save my ass.' So, and he's referred to the donkey.

Yeah. By the way, we both have kids. We've seen it a thousand times. It's amazing. It's incredible. So, but that is so not a Disney thing.

Well, and it was like you're... because remember, our customer is mom. Like there's never ever been a doubt in my mind. She's the gatekeeper. She's the decision maker. And if she doesn't think this is safe or appropriate, right, you're dead.

So that was... so there in lies the sort of fun thing of this. So we make Shrek and I made the decision we're not going to drop the ass out of it. And I know we're going to... because we've done previews and...

Oh, trust me. It's a giant debate on and on and on and on. It was like one of the last decisions. And you know, half the camp is that's... this is the nature of this storytelling, these characters, that it is a fractured fairy tale. Like everything in its DNA was the opposite of Disney and a fairy tale by design. And I didn't... William Steig, the author who created Shrek, is the one that laid it out. That was a book, an illustrated book that became the foundation of that movie. And it was in that... like we didn't invent it, we just built on it and made a movie out of it. But the decision to do that, to leave that word in, right, which was... so now you went from being a G-rated movie to a PG-rated movie. To try and explain it in a way that felt at least okay for us, whether we would have to see, because ultimately mom would decide, is I would talk about this as an homage. I would say at Disney, as he actually set out, we made movies for children and the child that exists in every one of us. At DreamWorks, we don't do that. At DreamWorks, we make movies for adults and the adult that exists in every child. And somewhere along the line, they'll be okay. They hear the word ass in reference to a donkey. It's an ass.

That was the... it's so obvious Disney could never have made a movie like that and never would.