UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K/A

 

(Amendment No. 1)

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported) November 28, 2012

 

THE MACERICH COMPANY

(Exact Name of Registrant as Specified in Charter)

 

MARYLAND

 

1-12504

 

95-4448705

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

401 Wilshire Boulevard, Suite 700, Santa Monica, California 90401

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code (310) 394-6000

 

N/A

(Former Name or Former Address, if Changed Since Last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

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

 

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

 

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

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

This Form 8-K/A, Amendment No. 1 is being filed for the purpose of filing the financial statements and pro forma financial information required by Item 9.01 with respect to the Current Report on Form 8-K filed by The Macerich Company (the “Company”) on December 4, 2012 regarding the acquisition of Kings Plaza Shopping Center (“Kings Plaza”).

 

ITEM 9.01    FINANCIAL STATEMENTS AND EXHIBITS.

 

Listed below are the financial statements, pro forma financial information and exhibits furnished as part of this report:

 

(a)                                 Financial statements under Rule 3-14 of Regulation S-X

 

Independent Auditors’ Report

 

Statements of Revenues and Certain Expenses for the Nine Months Ended September 30, 2012 (Unaudited) and the Year Ended December 31, 2011

 

Notes to Statements of Revenues and Certain Expenses for the Nine Months Ended September 30, 2012 (Unaudited) and the Year Ended December 31, 2011

 

(b)                                 Pro forma financial information (Unaudited)

 

Pro Forma Consolidated Balance Sheet as of September 30, 2012

 

Notes to Pro Forma Consolidated Balance Sheet as of September 30, 2012

 

Pro Forma Consolidated Statement of Operations for the Nine Months Ended September 30, 2012

 

Notes to Pro Forma Consolidated Statement of Operations for the Nine Months Ended September 30, 2012

 

Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2011

 

Notes to Pro Forma Consolidated Statement of Operations for the Year Ended December 31, 2011

 

(c)    Exhibits.

 

23.1 Consent of KPMG LLP, dated February 8, 2013

 

2



 

Independent Auditors’ Report

 

The Board of Directors of

The Macerich Company:

 

We have audited the accompanying statement of revenues and certain expenses (Historical Summary) of Kings Plaza (the Property) for the year ended December 31, 2011. This Historical Summary is the responsibility of the Property’s management. Our responsibility is to express an opinion on this Historical Summary 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 Historical Summary is free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Property’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.

 

The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission as described in note 1. The presentation is not intended to be a complete presentation of the Property’s revenues and certain expenses.

 

In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the revenues and certain expenses described in note 1 of Kings Plaza for the year ended December 31, 2011, in conformity with U.S. generally accepted accounting principles.

 

/s/ KPMG LLP

 

Los Angeles, California

February 8, 2013

 

3



 

KINGS PLAZA

 

STATEMENTS OF REVENUES AND CERTAIN EXPENSES

 

(Dollars in thousands)

 

 

 

For the Nine Months
Ended September 30,
2012

 

For the Year Ended

 

 

 

(Unaudited)

 

December 31, 2011

 

Revenues:

 

 

 

 

 

Minimum rents

 

$

26,928

 

$

36,572

 

Percentage rents

 

113

 

147

 

Tenant recoveries

 

20,781

 

28,054

 

Other

 

2,787

 

4,247

 

Total revenues

 

50,609

 

69,020

 

Certain expenses:

 

 

 

 

 

Operations and maintenance

 

4,609

 

6,479

 

Real estate taxes

 

9,237

 

11,723

 

General and administrative

 

1,263

 

1,238

 

Ground rent

 

77

 

103

 

Insurance

 

527

 

670

 

Utilities

 

4,309

 

7,098

 

Security

 

813

 

1,363

 

Total certain expenses

 

20,835

 

28,674

 

Revenues in excess of certain expenses

 

$

29,774

 

$

40,346

 

 

The accompanying notes are an integral part of these statements of revenues and certain expenses.

 

4



 

KINGS PLAZA

 

NOTES TO STATEMENTS OF REVENUES AND CERTAIN EXPENSES

 

NINE MONTHS ENDED SEPTEMBER 30, 2012 (UNAUDITED) AND THE YEAR ENDED DECEMBER 31, 2011

 

(Dollars in thousands)

 

1.              Summary of Significant Accounting Policies:

 

Basis of Presentation:

 

The accompanying statements of revenues and certain expenses relate to the operations of Kings Plaza, a 1,198,000 square foot regional shopping center in Brooklyn, New York, which is anchored by Macy’s, Sears and Lowe’s. The Macerich Company purchased Kings Plaza on November 28, 2012 and acquired, among other things, the real property, improvements, personal property and power plant.

 

The accompanying statements of revenues and certain expenses have been prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and, accordingly are not representative of the actual results of operations of Kings Plaza for the nine months ended September 30, 2012 and the year ended December 31, 2011 due to the exclusion of the following expenses, which may not be comparable to the proposed future operations of the property:

 

·          Depreciation and amortization,

 

·          Management fees, and

 

·          Mortgage interest expense since the center was refinanced on the date of acquisition.

 

Revenues:

 

Minimum rental revenues are recognized on a straight-line basis over the terms of the related leases. Percentage rents are recognized and accrued when tenants’ specified sales targets have been met.

 

Estimated recoveries from certain tenants for their pro rata share of real estate taxes, insurance and other shopping center operating expenses are recognized as revenues in the period the applicable expenses are incurred. Other tenants pay a fixed rate and these tenant recoveries are recognized as revenues on a straight-line basis over the terms of the related leases.

 

Management Estimates:

 

Management has made a number of estimates and assumptions relating to the reporting and disclosure of revenues and certain expenses during the reporting period to prepare the statements of revenues and certain expenses in conformity with U.S. generally accepted accounting principles.  Actual results could differ from these estimates.

 

Unaudited Interim Statement:

 

The statement of revenues and certain expenses for the nine months ended September 30, 2012 is unaudited. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the statement of revenues and certain expenses for the interim period have been made.

 

5



 

2. Future Rental Revenues:

 

Under existing non-cancelable operating lease agreements, tenants are committed to pay the following minimum rental payments to Kings Plaza:

 

Year Ending December 31,

 

 

 

2012

 

$

30,302

 

2013

 

28,199

 

2014

 

25,937

 

2015

 

24,893

 

2016

 

23,823

 

Thereafter

 

137,579

 

 

 

$

270,733

 

 

3. Commitments and Contingencies:

 

The marina portion of Kings Plaza is subject to a non-cancelable operating ground lease. The lease expires on May 28, 2018, subject to options to extend the term of the lease. These extension options are at management’s discretion, subject to certain conditions, which management believes will be met. Minimum future rental payments required under the lease are as follows:

 

Year Ending December 31,

 

 

 

2012

 

$

103

 

2013

 

103

 

2014

 

103

 

2015

 

103

 

2016

 

103

 

Thereafter

 

147

 

 

 

$

662

 

 

4. Subsequent Events:

 

The management of Kings Plaza evaluated subsequent events through February 8, 2013, the date that these statements of revenues and certain expenses were issued.

 

6



 

The Macerich Company (the “Company”)

Pro Forma Consolidated Financial Information (Unaudited)

 

The following unaudited pro forma consolidated financial information has been prepared to give effect to the Company’s acquisition of Kings Plaza.  The Company acquired Kings Plaza on November 28, 2012 for a final purchase price of $756.0 million.  The purchase price was funded by a cash payment of $726.0 million and the issuance of $30.0 million of restricted common stock of the Company.  The cash payment was funded by the placement of a $500.0 million mortgage note on the property and borrowings under the Company’s line of credit.

 

The pro forma consolidated balance sheet has been presented as if the acquisition occurred on September 30, 2012 and the pro forma statements of operations have been presented as if the acquisition had occurred on January 1, 2011.

 

This pro forma consolidated financial information should be read in conjunction with the Company’s consolidated financial statements included in the Company’s Form 10-K for the year ended December 31, 2011, the Company’s Form 10-Q for the quarterly period ended September 30, 2012, as filed with the Securities and Exchange Commission, and the statements of revenues and certain expenses of Kings Plaza and related notes thereto included elsewhere in this filing.

 

The purchase allocation adjustments made in connection with the unaudited pro forma consolidated financial statements are based on the information available at this time.  Subsequent adjustments to the allocation may be made based on additional information.

 

The pro forma consolidated financial statements do not purport to represent the Company’s financial position or results of operations that would actually have occurred assuming the acquisition of Kings Plaza along with the related financing transactions had all occurred on January 1, 2011; nor do they purport to project the Company’s financial position or results of operations as of any future date or for any future period.

 

7



 

THE MACERICH COMPANY

 

PRO FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED)

 

AS OF SEPTEMBER 30, 2012

 

(Dollars in thousands)

 

 

 

The Company
(a)

 

Pro Forma Adjustments

 

Pro Forma
Total

 

ASSETS:

 

 

 

 

 

 

 

 

Property, net

 

$

5,942,141

 

$

714,589

(b)

 

$

6,656,730

 

Cash and cash equivalents

 

76,553

 

 

 

76,553

 

Restricted cash

 

61,743

 

2,240

(c)

 

63,983

 

Marketable securities

 

24,209

 

 

 

24,209

 

Tenant and other receivables, net

 

108,329

 

 

 

108,329

 

Deferred charges and other assets, net

 

359,228

 

66,653

(b)

 

 

 

 

 

 

 

7,901

(c)

 

 

 

 

 

 

 

4,554

(d)

 

438,336

 

Loans to unconsolidated joint ventures

 

3,334

 

 

 

3,334

 

Due from affiliates

 

7,595

 

 

 

7,595

 

Investments in unconsolidated joint ventures

 

1,026,724

 

 

 

1,026,724

 

Total assets

 

$

7,609,856

 

$

795,937

 

 

$

8,405,793

 

LIABILITIES AND EQUITY:

 

 

 

 

 

 

 

 

Mortgage notes payable:

 

 

 

 

 

 

 

 

Related parties

 

$

275,871

 

$

 

 

$

275,871

 

Others

 

3,109,402

 

500,000

(c)

 

3,609,402

 

Total

 

3,385,273

 

500,000

 

 

3,885,273

 

Bank and other notes payable

 

404,239

 

235,786

(e)

 

640,025

 

Accounts payable and accrued expenses

 

74,754

 

 

 

74,754

 

Other accrued liabilities

 

278,198

 

25,242

(b)

 

 

 

 

 

 

 

4,909

(d)

 

308,349

 

Distributions in excess of investments in unconsolidated joint ventures

 

86,666

 

 

 

86,666

 

Co-venture obligation

 

95,018

 

 

 

95,018

 

Total liabilities

 

4,324,148

 

765,937

 

 

5,090,085

 

Commitments and contingencies

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

Common stock

 

1,363

 

5

(f)

 

1,368

 

Additional paid-in capital

 

3,671,351

 

29,995

(f)

 

3,701,346

 

Accumulated deficit

 

(734,684

)

 

 

(734,684

)

Total stockholders’ equity

 

2,938,030

 

30,000

 

 

2,968,030

 

Noncontrolling interests

 

347,678

 

 

 

347,678

 

Total equity

 

3,285,708

 

30,000

 

 

3,315,708

 

Total liabilities and equity

 

$

7,609,856

 

$

795,937

 

 

$

8,405,793

 

 

The accompanying notes are an integral part of this pro forma consolidated balance sheet (unaudited).

 

8



 

THE MACERICH COMPANY

 

NOTES TO PRO FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED)

 

AS OF SEPTEMBER 30, 2012

 

(Dollars in thousands)

 

(a)               This information represents the Company’s historical consolidated balance sheet as of September 30, 2012, which was included in the Company’s previously filed Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.

 

(b)               Includes the pro forma effect of the Company’s acquisition of Kings Plaza.  The purchase price was allocated to assets acquired and liabilities assumed based on fair values as follows:

 

Property, net

 

$

714,589

 

Deferred charges and other assets, net

 

66,653

 

Total assets acquired

 

781,242

 

 

 

 

 

Other accrued liabilities

 

25,242

 

Total liabilities assumed

 

25,242

 

Fair value of assets acquired, net

 

$

756,000

 

 

The purchase price allocation of Kings Plaza is preliminary and subject to change.

 

(c)                Represents the pro forma effect of the Company’s placement of a $500,000 mortgage note payable on the property.  The mortgage note payable bears interest at an effective interest of 3.67% and matures on December 3, 2019.  In accordance with the loan agreement, the Company has established a restricted cash account for $2,240 at the date of acquisition.  The Company incurred origination costs of $7,901 in placement of this loan which are included in deferred charges and other assets, net, in the accompanying pro forma consolidated balance sheet.

 

(d)               Includes certain pro ration adjustments related to the acquisition.

 

(e)                Represents additional borrowings under the Company’s line of credit to fund the acquisition.

 

(f)                 Represents the value of 535,265 restricted shares of common stock of the Company issued as part of the purchase price on November 28, 2012.

 

9



 

THE MACERICH COMPANY

 

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

 

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

 

(Dollars in thousands, except per share amounts)

 

 

 

The Company
(a)

 

Kings Plaza
(b)

 

Pro Forma
Adjustments

 

Pro Forma
Total

 

Revenues:

 

 

 

 

 

 

 

 

 

 

Minimum rents

 

$

356,551

 

$

26,928

 

$

(38

)(c)

 

$

383,441

 

Percentage rents

 

11,938

 

113

 

 

 

12,051

 

Tenant recoveries

 

197,924

 

20,781

 

 

 

218,705

 

Management Companies

 

30,730

 

 

 

 

30,730

 

Other

 

33,017

 

2,787

 

 

 

35,804

 

Total revenues

 

630,160

 

50,609

 

(38

)

 

680,731

 

Expenses:

 

 

 

 

 

 

 

 

 

 

Shopping center and operating expenses

 

198,258

 

20,835

 

255

(d)

 

219,348

 

Management Companies’ operating expenses

 

66,953

 

 

 

 

66,953

 

REIT general and administrative expenses

 

15,235

 

 

 

 

15,235

 

Depreciation and amortization

 

217,548

 

 

15,776

(e)

 

233,324

 

 

 

497,994

 

20,835

 

16,031

 

 

534,860

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

Related parties

 

11,588

 

 

 

 

11,588

 

Other

 

116,855

 

 

18,473

(f)

 

135,328

 

 

 

128,443

 

 

18,473

 

 

146,916

 

Total expenses

 

626,437

 

20,835

 

34,504

 

 

681,776

 

Equity in income of unconsolidated joint ventures

 

68,624

 

 

 

 

68,624

 

Co-venture expense

 

(4,462

)

 

 

 

(4,462

)

Income tax benefit

 

2,159

 

 

 

 

2,159

 

Gain on remeasurement, sale or write down of assets, net

 

40,603

 

 

 

 

40,603

 

Income from continuing operations

 

110,647

 

29,774

 

(34,542

)

 

105,879

 

Less income from continuing operations attributable to noncontrolling interests

 

11,838

 

 

(398

)

 

11,440

 

Income from continuing operations attributable to the Company

 

$

98,809

 

$

29,774

 

$

(34,144

)

 

$

94,439

 

Earnings per common share attributable to Company:

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations - basic

 

$

0.74

 

 

 

$

(0.04

)

 

$

0.70

 

Income (loss) from continuing operations - diluted

 

$

0.74

 

 

 

$

(0.04

)

 

$

0.70

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

 

Basic

 

133,091,000

 

 

 

535,265

(g)

 

133,626,265

 

Diluted

 

133,187,000

 

 

 

535,265

(g)

 

133,722,265

 

 

The accompanying notes are an integral part of this pro forma consolidated statement of operations (unaudited).

 

10



 

THE MACERICH COMPANY

 

NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

 

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012

 

(Dollars in thousands)

 

(a)               This information represents the Company’s historical consolidated statement of operations for the nine months ended September 30, 2012, which was included in the Company’s previously filed Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.

 

(b)               This information represents revenues and certain expenses of Kings Plaza for the nine months ended September 30, 2012, which was included in this Current Report on Form 8-K/A.

 

(c)                Represents the pro forma amortization of above and below market leases based on the purchase price allocation of Kings Plaza, which is based on the information available at this time.  Subsequent adjustments to the allocation may be made based on additional information.

 

(d)               Represents the pro forma amortization of a below market ground lease based on the purchase price allocation of Kings Plaza, which is based on the information available at this time.  Subsequent adjustments to the allocation may be made based on additional information.

 

(e)                Represents the pro forma depreciation and amortization expense based on the purchase price allocation of Kings Plaza, which is based on the information available at this time.  Subsequent adjustments to the allocation may be made based on additional information.

 

(f)                 Represents interest expense on the $500,000 mortgage loan placed on the property and interest expense on the additional borrowings on the Company’s line of credit.

 

(g)                Represents the restricted shares of common stock of the Company issued as part of the purchase price of Kings Plaza.

 

11



 

THE MACERICH COMPANY

 

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

 

FOR THE YEAR ENDED DECEMBER 31, 2011

 

(Dollars in thousands, except per share amounts)

 

 

 

The Company
(a)

 

Kings Plaza
(b)

 

Pro Forma
Adjustments

 

Pro Forma
Total

 

Revenues:

 

 

 

 

 

 

 

 

 

 

Minimum rents

 

$

429,007

 

$

36,572

 

$

795

(c)

 

$

466,374

 

Percentage rents

 

19,175

 

147

 

 

 

19,322

 

Tenant recoveries

 

241,776

 

28,054

 

 

 

269,830

 

Management Companies

 

40,404

 

 

 

 

40,404

 

Other

 

33,009

 

4,247

 

 

 

37,256

 

Total revenues

 

763,371

 

69,020

 

795

 

 

833,186

 

Expenses:

 

 

 

 

 

 

 

 

 

 

Shopping center and operating expenses

 

242,298

 

28,674

 

340

(d)

 

271,312

 

Management Companies’ operating expenses

 

86,587

 

 

 

 

86,587

 

REIT general and administrative expenses

 

21,113

 

 

 

 

21,113

 

Depreciation and amortization

 

252,075

 

 

22,648

(e)

 

274,723

 

 

 

602,073

 

28,674

 

22,988

 

 

653,735

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

Related parties

 

16,743

 

 

 

 

16,743

 

Other

 

162,965

 

 

24,475

(f)

 

187,440

 

 

 

179,708

 

 

24,475

 

 

204,183

 

Loss on early extinguishment of debt, net

 

10,588

 

 

 

 

10,588

 

Total expenses

 

792,369

 

28,674

 

47,463

 

 

868,506

 

Equity in income of unconsolidated joint ventures

 

294,677

 

 

 

 

294,677

 

Co-venture expense

 

(5,806

)

 

 

 

(5,806

)

Income tax benefit

 

6,110

 

 

 

 

6,110

 

Loss on remeasurement, sale or write down of assets, net

 

(22,037

)

 

 

 

(22,037

)

Income from continuing operations

 

243,946

 

40,346

 

(46,668

)

 

237,624

 

Less income from continuing operations attributable to noncontrolling interests

 

14,965

 

 

(542

)

 

14,423

 

Income from continuing operations attributable to the Company

 

$

228,981

 

$

40,346

 

$

(46,126

)

 

$

223,201

 

Earnings per common share attributable to Company:

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations - basic

 

$

1.70

 

 

 

$

(0.05

)

 

$

1.65

 

Income (loss) from continuing operations - diluted

 

$

1.70

 

 

 

$

(0.05

)

 

$

1.65

 

Weighted average number of common shares outstanding:

 

 

 

 

 

 

 

 

 

 

Basic

 

131,628,000

 

 

 

535,265

(g)

 

132,163,265

 

Diluted

 

131,628,000

 

 

 

535,265

(g)

 

132,163,265

 

 

The accompanying notes are an integral part of this pro forma consolidated statement of operations (unaudited).

 

12



 

THE MACERICH COMPANY

 

NOTES TO PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED)

 

FOR THE YEAR ENDED December 31, 2011

 

(Dollars in thousands)

 

(a)               This information represents the Company’s historical consolidated statement of operations for the year ended December 31, 2011, which was included in the Company’s previously filed Annual Report on Form 10-K for the year ended December 31, 2011.  The presentation includes the reclassifications of revenues and expenses of $27,879 and $42,352, respectively, to discontinued operations related to dispositions subsequent to the filing of the Annual Report on Form 10-K for the year ended December 31, 2011.

 

(b)               This information represents revenues and certain expenses of Kings Plaza for the year ended December 31, 2011, included in this Current Report on Form 8-K/A.

 

(c)                Represents the pro forma amortization of above and below market leases based on the purchase price allocation of Kings Plaza, which is based on the information available at this time.  Subsequent adjustments to the allocation may be made based on additional information.

 

(d)               Represents the pro forma amortization of a below market ground lease based on the purchase price allocation of Kings Plaza, which is based on the information available at this time.  Subsequent adjustments to the allocation may be made based on additional information.

 

(e)                Represents the pro forma depreciation and amortization expense based on the purchase price allocation of Kings Plaza, which is based on the information available at this time.  Subsequent adjustments to the allocation may be made based on additional information.

 

(f)                 Represents interest expense on the $500,000 mortgage loan placed on the property and interest expense on the additional borrowings on the Company’s line of credit.

 

(g)                Represents the restricted shares of common stock of the Company issued as part of the purchase price of Kings Plaza.

 

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SIGNATURES

 

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

 

 

 

THE MACERICH COMPANY

 

 

 

 

By:

THOMAS E. O’HERN

 

 

 

 

/s/ THOMAS E. O’HERN

 

Senior Executive Vice President,

 

Chief Financial Officer

February 8, 2013

and Treasurer

 

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EXHIBIT INDEX

 

EXHIBIT
NUMBER

 

NAME

23.1

 

Consent of KPMG LLP, dated February 8, 2013

 

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