hme8ka20113-14auditform.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 8-K/A

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):
October 17, 2011

HOME PROPERTIES, INC.
(Exact name of Registrant as specified in its Charter)


MARYLAND
1-13136 No.
16-1455126
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
  
Identification Number)

850 Clinton Square, Rochester, New York 14604
www.homeproperties.com
(Address of principal executive offices and internet site)

(585) 546-4900
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K/A filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[    ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[    ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[    ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[    ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
1
 
HOME PROPERTIES, INC.

CURRENT REPORT
ON FORM 8-K/A
 
Item 2.01.                      Completion of Acquisition of Assets
 
On October 31, 2011, Home Properties, Inc. (“the Company”) filed with the Securities and Exchange Commission a Current Report on Form 8-K dated October 17, 2011, reporting that during the period from April 19, 2011, through October 17, 2011, the Company acquired in separate transactions six properties consisting of 2,202 apartment units for an aggregate cash purchase price of approximately $387.8 million.
 
On November 30, 2011, the Company closed on an acquisition of a multifamily apartment community referred to as The Courts at Dulles, located in Herndon, Virginia.  The property, which is comprised of 411 apartment units, was acquired for $92.8 million, or approximately $226,000 per unit.  The property was built in 2000 and consists of 12 garden style buildings and a community center.  At closing, the property was 96% leased with monthly rents averaging $1,539 per unit.
 
On December 15, 2011, the Company closed on an acquisition of a multifamily apartment community referred to as The Gates of Deer Grove, located in Palatine, Illinois.  The property, which is comprised of 204 apartment units, was acquired for $20.2 million, or approximately $99,000 per unit.  The property was built in 1974 and consists of six garden style buildings and a clubhouse.  At closing, the property was 98% leased with monthly rents averaging $1,030 per unit.
 
These apartment community acquisitions are referred to as the “Acquired Communities” in this report, and are listed below (dollars in thousands):

   
Date
  
Year
    
Number of
    
Acquisition
    
Cost
  
Apartment Community
Market
Acquired
  
Constructed
    
Units
    
Price
    
Per Unit
  
Hunters Glen
Baltimore
4/19/2011
  
1984
       108     $ 7,000     $ 65  
Waterview Apartments
Philadelphia
7/14/2011
  
1968
       203       24,600       121  
The Commons at Haynes Farm
Boston
7/15/2011
  
1991
       302       40,500       134  
The Apts at Cambridge Court
Baltimore
8/23/2011
   1999-2002       544       90,400       166  
Somerset Park
Suburban D.C.
10/11/2011
   2006       108       20,250       188  
Newport Village
Suburban D.C.
10/17/2011
   1969       937       205,000       219  
The Courts at Dulles
Suburban D.C.
11/30/2011
   2000       411       92,750       226  
The Gates of Deer Grove
Chicago
12/15/2011
   1974       204       20,200       99  
    Totals
               2,817     $ 500,700          
 
Individually, each Acquired Community was not considered a significant acquisition at the time of the transaction or at the date of this filing under the rules governing the reporting of transactions on Form 8-K; however, these Acquired Communities in the aggregate were significant pursuant to Rule 3-14 of Regulation S-X.  The Company is therefore filing this Current Report on Form 8-K/A to include the required financial statements in accordance with Rule 3-14 of Regulation S-X for a majority of the Acquired Communities.  Newport Village and The Courts at Dulles are collectively referred to herein as the “Selected Acquisition Communities”.  The purchase price of the Selected Acquisition Communities is approximately 59% of the Acquired Communities and was selected for audit under Rule 3-14 of Regulation S-X.  As both Newport Village and The Courts at Dulles were purchased from the same seller and were under the same ownership and management for the periods presented, the required financial statements are being presented on a combined basis.

 
2
 
Item 2.01.                      Completion of Acquisition of Assets (continued)
 
In determining the price paid for the Acquired Communities, the Company considered the historical and expected cash flow from the properties, the nature of the occupancy trends and terms of the leases in place, current operating costs and taxes, the physical condition of the properties, the potential to increase their cash flow and other factors.  The Company also considered the capitalization rates at which it believes apartment properties have recently sold in the market, but determined the prices it was willing to pay for the properties primarily based on the factors discussed above.  No independent appraisals were performed in connection with the acquisitions.  The Company, after reasonable inquiry and investigation of the properties, is not aware of any material factors, other than those discussed above, that would cause the financial information reported not to be necessarily indicative of future expected operating results.  Neither the Company nor its affiliates are related to the sellers of the Acquired Communities.

Item 9.01.  Financial Statements and Exhibits.
 
a.
Financial statements of businesses acquired:
 
 
(1)
Audited combined statement of historical revenue and certain expenses for the year ended December 31, 2010 for the Selected Acquisition Communities.
 
 
(2)
Unaudited combined statement of historical revenue and certain expenses for the period January 1, 2011 through September 30, 2011 (the latest interim period prior to the date of acquisition) for the Selected Acquisition Communities.
 
None of the Acquisition Communities constitute a “significant subsidiary” pursuant to the Regulation S-X rules. The audited statement of revenue and certain expenses for the year ended December 31, 2010 and related unaudited financial information for the period through the latest interim period prior to the date of acquisition are presented herein only for the Selected Acquisition Communities, which represent a majority of the Acquisition Communities.
 
b.
Pro forma financial information:
 
 
(1)
Pro forma consolidated balance sheet of the Company as of September 30, 2011.
 
 
(2)
Pro forma consolidated statement of operations of the Company for the year ended December 31, 2010.
 
 
(3)
Pro forma consolidated statement of operations of the Company for the nine months ended September 30, 2011.
 
 
(4)
Notes to pro forma consolidated financial statements.
 
c.
Exhibit
 
 
Exhibit 23.0
Consent of PricewaterhouseCoopers LLP

 
3
 
Report of Independent Auditors


To the Board of Directors and Shareholders of
Home Properties, Inc.:

We have audited the accompanying combined statement of historical revenue and certain expenses (the “Statement”) of Newport Village and The Courts at Dulles, (the “Properties”) for the year ended December 31, 2010.  This Statement is the responsibility of the Properties’ management.  Our responsibility is to express an opinion on this Statement based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Statement is free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Statement.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Statement.  We believe that our audit provides a reasonable basis for our opinion.

The accompanying Statement was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in the Form 8-K/A of Home Properties, Inc.) as described in Note 2 and is not intended to be a complete presentation of the Properties’ revenue and expenses.

In our opinion, the Statement referred to above presents fairly, in all material respects, the combined historical revenue and certain expenses described in Note 2 of the Properties for the year ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.


/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
December 19, 2011
 
4
 
Newport Village and The Courts at Dulles
Combined Statements of Historical Revenue and Certain Expenses
(In thousands)


   
For the Year Ended
December 31, 2010
    
For the Nine Months Ended
September 30, 2011
(unaudited)
  
             
Revenues:
            
Rental income
   $ 21,581     $ 17,058  
Property other income
     2,479       2,032  
      24,060       19,090  
                 
Expenses:
                
Operating and maintenance
     6,573       4,961  
Real estate taxes
     2,338       1,981  
      8,911       6,942  
                 
Revenues in excess of expenses
   $ 15,149     $ 12,148  











The accompanying notes are an integral part to the combined statements of revenue and certain expenses.

 
5
 
Newport Village and The Courts at Dulles
Notes to Combined Statements of Historical Revenue and Certain Expenses
For the Year Ended December 31, 2010 and the Nine Months Ended September 30, 2011 (Unaudited)
 
1.  
OPERATIONS OF PROPERTIES
 
 
The accompanying combined statements of historical revenue and certain expenses (the “Statements”) include the operations (see “Basis of Presentation” below) of Newport Village and The Courts at Dulles, residential properties (the “Properties”) formerly owned and managed by parties not related to Home Properties, Inc. (the “Company”).  The Properties were purchased by the Company from an unaffiliated third party.
 
 
On October 17, 2011, the Company, through its subsidiary Home Properties, L.P., acquired Newport Village, a residential community located in Alexandria, Virginia, for total consideration of $205 million.
 
 
On November 30, 2011, the Company, through its subsidiary Home Properties, L.P., acquired The Courts at Dulles, a residential community located in Herndon, Virginia, for total consideration of $92.8 million.
 
 
The Properties were purchased from the same seller and were under the same ownership and management for the periods presented.  As such, the required financial statements are being presented on a combined basis in accordance with Generally Accepted Accounting Principles (“GAAP”).
 
2.  
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 
Basis of Presentation
 
 
The Statements have been prepared on the accrual basis of accounting. The Statements are not representative of the actual operations of the Properties for the periods presented.  As required by the Securities and Exchange Commission, Regulation S-X, Rule 3-14, certain expenses, which may not be comparable to the proposed future operations of the Properties have been excluded. Expenses excluded relate to property management fees, interest expense, depreciation and amortization expense, impairment and other expenses unrelated to the future operations of the Properties.  The Company is not aware of any material factors relating to the Properties that would cause the reported financial information not to be necessarily indicative of future operating results.
 
 
Use of Estimates
 
 
The preparation of the Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.
 
 
Revenue Recognition
 
 
Rental income attributable to residential leases is recorded when due from residents, which approximates recognition on a straight-line basis over the related lease term.  Leases generally have terms of one year.  Bad debts are charged to revenue when they are deemed uncollectible.
 
 
Property Other Income
 
 
Other income is attributable to real estate service fees and is recorded when due from residents.  The real estate service fees include utility recovery charges, late charges, lease breakage fees, application fees, pet charges and other amenities.
 
 
Operating and Maintenance
 
 
Expenditures for repairs and maintenance items are expensed as incurred.

 
6
 
Newport Village and The Courts at Dulles
Notes to Combined Statements of Historical Revenue and Certain Expenses
For the Year Ended December 31, 2010 and the Nine Months Ended September 30, 2011 (Unaudited)
 
 
Real Estate Taxes
 
 
Real estate taxes are expensed over the period in which the taxes relate.
 
3.  
COMMITMENTS AND CONTINGENCIES
 
 
The Properties are subject to legal claims and disputes in the ordinary course of business.  Management believes that the ultimate settlement of any existing potential claims and disputes would not have a material impact on the Properties’ revenue and certain operating expenses.
 
4.  
INTERIM UNAUDITED COMBINED STATEMENT OF REVENUE AND CERTAIN EXPENSES
 
 
The accompanying interim combined statement of historical revenue and certain expenses for the nine months ended September 30, 2011 is unaudited.  However, in the opinion of the Company, the interim statement includes all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the interim period.  The results for the interim period presented are not necessarily indicative of the results for the full year.
 
5.  
SUBSEQUENT EVENTS
 
 
Management has evaluated the events and transactions that have occurred through December 19, 2011, the date which the Statements were available to be issued, and noted no items requiring adjustment to the Statements or additional disclosure.

 
7
 
(b) Pro Forma Financial Information
 
The unaudited Pro Forma Consolidated Financial Statements (including notes thereto) are qualified in their entirety and should be read in conjunction with the financial statements included in Item 9.01(a) of the Current Report on Form 8-K/A.
 
The unaudited Pro Forma Consolidated Balance Sheet as of September 30, 2011, reflects the financial position of the Company as if the acquisitions described in the Notes to the unaudited Pro Forma Consolidated Financial Statements had been completed on September 30, 2011.  The unaudited Pro Forma Consolidated Statements of Operations for the year ended December 31, 2010 and the nine months ended September 30, 2011 are presented as if the acquisition by the Company of the Selected Acquisition Communities (as defined in Item 2.01) had occurred on January 1, 2010.
 
Such pro forma information is based upon the historical consolidated results of operations of the Company for the year ended December 31, 2010 and the nine months ended September 30, 2011, giving effect to the transactions described above. In management’s opinion, all adjustments necessary to reflect the above transactions have been made.  The unaudited Pro Forma Consolidated Statements of Operations should be read in conjunction with the historical financial statements and notes thereto of the Company included in the Home Properties, Inc. Form 10- K filed February 25, 2011 for the year ended December 31, 2010.
 
The unaudited Pro Forma Consolidated Statements of Operations for the year ended December 31, 2010 and the nine months ended September 30, 2011 are not necessarily indicative of what the actual results of operations would have been assuming the transactions had occurred as of the beginning of the period presented, nor does it purport to represent the results of operations for future periods.
 
 
8
 
 
HOME PROPERTIES, INC.
  
PRO FORMA CONSOLIDATED BALANCE SHEET
  
SEPTEMBER 30, 2011
  
(In thousands, except share and per share data)
  
                     
   
Home Properties, Inc. Historical (A)
    
Pro Forma Adjustments
      
Company Pro Forma
  
ASSETS
                    
Real estate:
                    
  Land
   $ 641,129     $ 71,914  
(B)
   $ 713,043  
  Construction in progress
     49,511       -         49,511  
  Buildings, improvements and equipment
     3,950,892       224,366  
(B)
     4,175,258  
      4,641,532       296,280         4,937,812  
  Less:  accumulated depreciation
     (945,132 )     -         (945,132 )
               Real estate, net
     3,696,400       296,280         3,992,680  
Cash and cash equivalents
     204,076       (197,250 )
(C)
     6,826  
Cash in escrows
     35,082       -         35,082  
Accounts receivable
     11,048       -         11,048  
Prepaid expenses
     20,960       -         20,960  
Deferred charges
     12,605       -         12,605  
Other assets
     23,936       (11,030 )
(B),(C)
     12,906  
               Total assets
   $ 4,004,107     $ 88,000       $ 4,092,107  
LIABILITIES AND EQUITY
                          
Mortgage notes payable
   $ 2,352,783     $ -       $ 2,352,783  
Exchangeable senior notes
     139,858       -         139,858  
Unsecured line of credit
     -       88,000  
(C)
     88,000  
Accounts payable
     21,389       -         21,389  
Accrued interest payable
     12,435       -         12,435  
Accrued expenses and other liabilities
     30,085       -         30,085  
Security deposits
     19,622       -         19,622  
               Total liabilities
     2,576,172       88,000         2,664,172  
Commitments and contingencies
                          
Equity:
                          
Preferred stock, $0.01 par value; 10,000,000 shares authorized; no shares issued or outstanding
     -       -         -  
Common stock, $0.01 par value; 80,000,000 shares authorized; 48,264,115 shares issued and outstanding at September 30, 2011
     482       -         482  
Excess stock, $0.01 par value; 10,000,000 shares authorized; no shares issued or outstanding
     -       -         -  
Additional paid-in capital
     1,543,138       -         1,543,138  
Distributions in excess of accumulated earnings
     (376,357 )     -         (376,357 )
               Total common stockholders' equity
     1,167,263       -         1,167,263  
Noncontrolling interest
     260,672       -         260,672  
               Total equity
     1,427,935       -         1,427,935  
               Total liabilities and equity
   $ 4,004,107     $ 88,000       $ 4,092,107  
 
The accompanying notes are an integral part of these financial statements.
  

 
9
 
 
HOME PROPERTIES, INC.
PROFORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2010
(In thousands, except share and per share data)
                                     
   
Home Properties, Inc. Historical (D)
    
Selected Acquisition Communities (E)
    
Pro Forma Adjustments
      
Total Pro Forma Adjustments
      
Company Pro Forma
    
Revenues:
                                    
Rental income
   $ 473,833     $ 21,581     $ (57 )
(F)
   $ 21,524       $ 495,357    
Property other income
     42,640       2,479       -         2,479         45,119    
Other income
     106       -       -         -         106    
Total revenues
     516,579       24,060       (57 )       24,003         540,582    
Expenses:
                                              
Operating and maintenance
     211,038       8,911       -         8,911         219,949    
General and administrative
     25,138       -       -         -         25,138    
Interest
     124,126       -       2,121  
(G)
     2,121         126,247    
Depreciation and amortization
     126,668       -       6,852  
(H)
     6,852         133,520    
Other expenses
     2,871       -       -  
(I)
     -         2,871    
Total expenses
     489,841       8,911       8,973         17,884         507,725    
Income from continuing operations
     26,738       15,149       (9,030 )       6,119         32,857    
Discontinued operations:
                                              
        Income (loss) from discontinued operations
     (407 )                       -         (407 )  
        Gain (loss) on disposition of property
     (13 )                       -         (13 )  
Discontinued operations
     (420 )                       -         (420 )  
Net income
     26,318                         6,119         32,437    
Net income attributable to noncontrolling interest
     (6,237 )                       (1,460 )
(J)
     (7,697 )  
Net income attributable to common stockholders
   $ 20,081                       $ 4,659       $ 24,740    
                                               
Basic earnings per share data:
                                              
  Income from continuing operations
   $ 0.56                                 $ 0.68    
  Discontinued operations
     (0.01 )                                 (0.01 )  
Net income attributable to common stockholders
   $ 0.55                                 $ 0.67  
(K)
                                               
Diluted earnings per share data:
                                              
  Income from continuing operations
   $ 0.55                                 $ 0.68    
  Discontinued operations
     (0.01 )                                 (0.01 )  
Net income attributable to common stockholders
   $ 0.54                                 $ 0.67  
(K)
                                               
Weighted average number of shares outstanding:
                                              
  Basic
     36,682,191                                   36,682,191    
  Diluted
     37,169,886                                   37,169,886    
 
The accompanying notes are an integral part of these financial statements.

 
10
 
 
HOME PROPERTIES, INC.
PROFORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011
(In thousands, except share and per share data)
                                     
   
Home Properties, Inc. Historical (L)
    
Selected Acquisition Communities (M)
    
Pro Forma Adjustments
      
Total Pro Forma Adjustments
      
Company
Pro Forma
    
Revenues:
                                    
Rental income
   $ 391,145     $ 16,186     $ -       $ 16,186       $ 407,331    
Property other income
     35,466       1,859       -         1,859         37,325    
Other income
     95       -       -         -         95    
Total revenues
     426,706       18,045       -         18,045         444,751    
Expenses:
                                              
Operating and maintenance
     167,352       6,683       -         6,683         174,035    
General and administrative
     22,865       -       -         -         22,865    
Interest
     98,590       -       1,586  
(G)
     1,586         100,176    
Depreciation and amortization
     105,534       -       4,536  
(H)
     4,536         110,070    
Other expenses
     1,738       -       -  
(I)
     -         1,738    
Total expenses
     396,079       6,683       6,122         12,805         408,884    
Income from continuing operations
     30,627       11,362       (6,122 )       5,240         35,867    
Discontinued operations:
                                              
        Income (loss) from discontinued operations
     -                         -         -    
        Gain (loss) on disposition of property
     -                         -         -    
Discontinued operations
     -                         -         -    
Net income
     30,627                         5,240         35,867    
Net income attributable to noncontrolling interest
     (6,700 )                       (1,147 )
(J)
     (7,847 )  
Net income attributable to common stockholders
   $ 23,927                       $ 4,093       $ 28,020    
                                               
Basic earnings per share data:
                                              
  Income from continuing operations
   $ 0.60                                 $ 0.71    
  Discontinued operations
     -                                   -    
Net income attributable to common stockholders
   $ 0.60                                 $ 0.71  
(N)
                                               
Diluted earnings per share data:
                                              
  Income from continuing operations
   $ 0.59                                 $ 0.69    
  Discontinued operations
     -                                   -    
Net income attributable to common stockholders
   $ 0.59                                 $ 0.69  
(N)
                                               
Weighted average number of shares outstanding:
                                              
  Basic
     39,743,267                                   39,743,267    
  Diluted
     40,462,545                                   40,462,545    
 
The accompanying notes are an integral part of these financial statements.

 
11
 
HOME PROPERTIES, INC.
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited, in Thousands)

Pro Forma Consolidated Balance Sheet
 
(A)  
Reflects the historical audited consolidated balance sheet for the Company as of September 30, 2011.
 
(B)  
Reflects the purchase accounting of the Selected Acquisition Communities which were acquired in October and November 2011.  The purchase price of the Selected Acquisition Communities is allocated $71,914 to land, $224,366 to building and equipment, $609 to customer relationship intangible asset, $804 to in-place leases intangible asset and $57 to above market leasehold interest intangible deferred income.
 
(C)  
Reflects the funding of the Selected Acquisition Communities which were acquired in October and November 2011.  The Company funded the acquisition with deposits of $12,500 made prior to September 30, 2011, cash on hand of $197, 250 and borrowings of $88,000 on the unsecured line of credit.
 
Pro Forma Consolidated Statements of Operations
 
(D)  
Reflects the historical audited consolidated statement of operations for the Company for the year ended December 31, 2010.
 
(E)  
Reflects the combined historical revenue and certain expenses of the Selected Acquisition Communities for the year ended December 31, 2010.
 
(F)  
Reflects rental revenue of acquired in-place above market leases at their fair value over the weighted average remaining lease term of 6 months.
 
(G)  
Reflects the interest expense related to the increase in the unsecured line of credit borrowing for purchase of the Selected Acquisition Communities.
 
(H)  
Reflects depreciation and amortization related to each of the Selected Acquisition Communities, as appropriate.  The appliances have an estimated useful life of five years and the building has an estimated useful life of forty years.  Intangibles are amortized over a period of 6 months to 3 years.  The purchase price of the Selected Acquisition Communities is allocated $71,914 to land, $1,348 to appliances, $223,018 to building, $609 to customer relationship intangible asset, $804 to in-place leases intangible asset and $57 to above market leasehold interest intangible deferred income.
 
(I)  
The acquisition costs expensed in connection with the Selected Acquisition Communities of $1,270 are not considered a pro forma adjustment, but were incurred and recorded in the fourth quarter of 2011 by the Company.
 
(J)  
Reflects the adjustment to noncontrolling interest based upon the impact of the above pro forma adjustments on net income.
 
(K)  
Pro forma income per common share is based upon the weighted average number of common shares outstanding during 2010.
 
(L)  
Reflects the historical unaudited consolidated statement of operations for the Company for the nine months ended September 30, 2011.

 
12
 
HOME PROPERTIES, INC.
NOTES TO PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
 (Unaudited, in Thousands)

 
(M)  
Reflects the combined historical revenue and certain expenses of the Selected Acquisition Communities for the nine months ended September 30, 2011.
 
(N)  
Pro forma income per common share is based upon the weighted average number of common shares outstanding during the nine months ended September 30, 2011.


 
13
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 
HOME PROPERTIES, INC.
 
(Registrant)
  
     
     
 
Date:
December 19, 2011
     
     
     
 
By:
/s/ Edward J. Pettinella
   
Edward J. Pettinella
   
President and Chief Executive Officer
     
     
 
Date:
December 19, 2011
     
     
     
 
By:
/s/ David P. Gardner
   
David P. Gardner
   
Executive Vice President and
   
Chief Financial Officer