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Investments in Partially Owned Entities
12 Months Ended
Dec. 31, 2011
Investments in Partially Owned Entities [Abstract]  
Investments in Partially Owned Entities

5. Investments in Partially Owned Entities

The following is a summary of condensed combined financial information for all of our partially owned entities, including Toys “R” Us, Alexander's, Inc., Lexington Realty Trust and LNR Property Corporation, as of December 31, 2011 and 2010 and for the years ended December 31, 2011, 2010 and 2009.

 (Amounts in thousands)    December 31,  
 Balance Sheet:    2011 2010  
  Assets(1)    $ 153,861,000 $ 165,183,000  
  Liabilities(1)      147,854,000   160,203,000  
  Noncontrolling interests      132,000   124,000  
  Equity      5,875,000   4,856,000  
              
    For the Year Ended December 31,  
 Income Statement: 2011 2010 2009  
  Total revenue $ 15,390,000 $ 15,030,000 $ 14,321,000  
  Net income   199,000   63,000   103,000  
              
             
              
 (1)2011 and 2010 includes $127 billion and $142 billion, respectively, of assets and liabilities of LNR related to consolidated CMBS
  and CDO trusts which are non-recourse to LNR and its equity holders, including us.  

Toys “R” Us (“Toys”)

As of December 31, 2011, we own 32.7% of Toys. The business of Toys is highly seasonal. Historically, Toys' fourth quarter net income accounts for more than 80% of its fiscal year net income. We account for our investment in Toys under the equity method and record our 32.7% share of Toys net income or loss on a one-quarter lag basis because Toys' fiscal year ends on the Saturday nearest January 31, and our fiscal year ends on December 31. As of December 31, 2011, the carrying amount of our investment in Toys does not differ materially from our share of the equity in the net assets of Toys on a purchase accounting basis.

 

On May 28, 2010, Toys filed a registration statement, as amended, with the SEC for the offering and sale of its common stock. The offering, if completed, would result in a reduction of our percentage ownership of Toys' equity. The size of the offering and its completion are subject to market and other conditions.

 

In August 2010, in connection with certain financing and refinancing transactions, Toys paid us an aggregate of $9,600,000 for our share of advisory fees. Since Toys has capitalized these fees and are amortizing them over the term of the related debt, we recorded the fees as a reduction of the basis of our investment in Toys and will amortize the fees into income over the term of the related debt.

 

Below is a summary of Toys' latest available financial information on a purchase accounting basis:

 (Amounts in thousands)      Balance as of  
 Balance Sheet:     October 29, 2011 October 30, 2010  
  Assets      $ 13,221,000 $ 12,810,000  
  Liabilities        11,530,000   11,317,000  
  Toys “R” Us, Inc. equity        1,691,000   1,493,000  
                 
       For the Twelve Months Ended  
 Income Statement:  October 29, 2011 October 30, 2010 October 31, 2009  
  Total revenues    $ 13,956,000 $ 13,749,000 $ 13,172,000  
  Net income attributable to Toys      121,000   189,000   216,000  

5. Investments in Partially Owned Entities - continued

Alexander's, Inc. (“Alexander's”) (NYSE: ALX)

 

As of December 31, 2011, we own 1,654,068 Alexander's commons shares, or approximately 32.4% of Alexander's common equity. We manage, lease and develop Alexander's properties pursuant to the agreements described below which expire in March of each year and are automatically renewable.

 

As of December 31, 2011 the market value (“fair value” pursuant to ASC 820) of our investment in Alexander's, based on Alexander's 2011 closing share price of $370.03, was $612,055,000, or $422,280,000 in excess of the carrying amount on our consolidated balance sheet. As of December 31, 2011, the carrying amount of our investment in Alexander's, excluding amounts owed to us, exceeds our share of the equity in the net assets of Alexander's by approximately $59,010,000. The majority of this basis difference resulted from the excess of our purchase price for the Alexander's common stock acquired over the book value of Alexander's net assets. Substantially all of this basis difference was allocated, based on our estimates of the fair values of Alexander's assets and liabilities, to real estate (land and buildings). We are amortizing the basis difference related to the buildings into earnings as additional depreciation expense over their estimated useful lives. This depreciation is not material to our share of equity in Alexander's net income. The basis difference related to the land will be recognized upon disposition of our investment.

 

Management and Development Agreements

 

We receive an annual fee for managing Alexander's and all of its properties equal to the sum of (i) $3,000,000, (ii) 3% of the gross income from the Kings Plaza Regional Shopping Center, (iii) 2% of the gross income from the Rego Park II Shopping Center, (iv) $0.50 per square foot of the tenant-occupied office and retail space at 731 Lexington Avenue, and (v) $256,000, escalating at 3% per annum, for managing the common area of 731 Lexington Avenue.

 

In addition, we are entitled to a development fee of 6% of development costs, as defined, with a minimum guaranteed payment of $750,000 per annum. During the years ended December 31, 2011, 2010, and 2009, we recognized $730,000, $711,000 and $2,710,000, respectively, of development fee income.

 

Leasing Agreements

 

We provide Alexander's with leasing services for a fee of 3% of rent for the first ten years of a lease term, 2% of rent for the eleventh through twentieth year of a lease term and 1% of rent for the twenty-first through thirtieth year of a lease term, subject to the payment of rents by Alexander's tenants. In the event third-party real estate brokers are used, our fee increases by 1% and we are responsible for the fees to the third-parties. We are also entitled to a commission upon the sale of any of Alexander's assets equal to 3% of gross proceeds, as defined, for asset sales less than $50,000,000, or 1% of gross proceeds, as defined, for asset sales of $50,000,000 or more. The total of these amounts is payable to us in annual installments in an amount not to exceed $4,000,000 with interest on the unpaid balance at one-year LIBOR plus 1.0% (1.78% at December 31, 2011).

 

Other Agreements

 

Building Maintenance Services (“BMS”), our wholly-owned subsidiary, supervises the cleaning, engineering and security services at Alexander's 731 Lexington Avenue and Kings Plaza properties for an annual fee of the costs for such services plus 6%. During the years ended December 31, 2011, 2010 and 2009, we recognized $2,970,000, $2,775,000 and $2,552,000 of income, respectively, under these agreements.

 

Below is a summary of Alexander's latest available financial information:

 (Amounts in thousands)      Balance as of  
 Balance Sheet:      December 31, 2011 December 31, 2010  
  Assets      $ 1,771,000 $ 1,679,000  
  Liabilities        1,408,000   1,335,000  
  Noncontrolling interests        4,000   3,000  
  Stockholders' equity        359,000   341,000  
                 
     For the Year Ended  
 Income Statement:  December 31, 2011 December 31, 2010 December 31, 2009  
  Total revenues    $ 254,000 $ 242,000 $ 224,000  
  Net income attributable to Alexander’s     79,000   67,000   132,000  

5. Investments in Partially Owned Entities - continued

Lexington Realty Trust (“Lexington”) (NYSE: LXP)

 

As of December 31, 2011, we own 18,468,969 Lexington common shares, or approximately 12.0% of Lexington's common equity. We account for our investment in Lexington on the equity method because we believe we have the ability to exercise significant influence over Lexington's operating and financial policies, based on, among other factors, our representation on Lexington's Board of Trustees and the level of our ownership in Lexington as compared to other shareholders. We record our pro rata share of Lexington's net income or loss on a one-quarter lag basis because we file our consolidated financial statements on Form 10-K and 10-Q prior to the time that Lexington files its financial statements.

 

Based on Lexington's December 31, 2011 closing share price of $7.49, the market value (“fair value” pursuant to ASC 820) of our investment in Lexington was $138,333,000, or $80,931,000 in excess of the December 31, 2011 carrying amount on our consolidated balance sheet. As of December 31, 2011, the carrying amount of our investment in Lexington was less than our share of the equity in the net assets of Lexington by approximately $49,200,000. This basis difference resulted primarily from $107,882,000 of non-cash impairment charges recognized during 2008, partially offset by purchase accounting for our acquisition of an additional 8,000,000 common shares of Lexington in October 2008, of which the majority relates to our estimate of the fair values of Lexington's real estate (land and buildings) as compared to the carrying amounts in Lexington's consolidated financial statements. The basis difference related to the buildings is being amortized over their estimated useful lives as an adjustment to our equity in net income or loss of Lexington. This amortization is not material to our share of equity in Lexington's net income or loss. The basis difference attributable to the land will be recognized upon disposition of our investment.

 

Below is a summary of Lexington's latest available financial information:

 (Amounts in thousands)      Balance as of  
 Balance Sheet:      September 30, 2011 September 30, 2010  
  Assets      $ 3,164,000 $ 3,385,000  
  Liabilities        1,888,000   2,115,000  
  Noncontrolling interests        59,000   71,000  
  Shareholders’ equity        1,217,000   1,199,000  
                
      For the Twelve Months Ended September 30,  
 Income Statement:  2011 2010 2009  
  Total revenues   $ 335,000 $ 330,000 $ 375,000  
  Net loss attributable to Lexington     (81,000)   (90,000)   (178,000)  

LNR Property Corporation (“LNR)

 

As of December 31, 2011, we own a 26.2% equity interest in LNR, which we acquired in July 2010. We account for our investment in LNR under the equity method and record our 26.2% share of LNR's net income or loss on a one-quarter lag basis because we file our consolidated financial statements on Form 10-K and 10-Q prior to receiving LNR's consolidated financial statements.

LNR consolidates certain commercial mortgage-backed securities (“CMBS”) and Collateralized Debt Obligation (“CDO”) trusts for which it is the primary beneficiary. The assets of these trusts (primarily commercial mortgage loans), which aggregate approximately $127 billion as of September 30, 2011, are the sole source of repayment of the related liabilities, which are non-recourse to LNR and its equity holders, including us. Changes in the fair value of these assets each period are offset by changes in the fair value of the related liabilities through LNR's consolidated income statement. As of December 31, 2011, the carrying amount of our investment in LNR does not materially differ from our share of LNR's equity.

5. Investments in Partially Owned Entities - continued

 

Below is a summary of LNR's latest available financial information:

 (Amounts in thousands) Balance as of  
 Balance Sheet: September 30, 2011 September 30, 2010  
  Assets $ 128,536,000 $ 143,266,000  
  Liabilities   127,809,000   142,720,000  
  Noncontrolling interests   55,000   37,000  
  LNR Property Corporation equity   672,000   509,000  
           
   For the Twelve  For the Period   
    Months Ended July 29, 2010 to  
 Income Statement: September 30, 2011 September 30, 2010  
  Total revenue $ 208,000 $ 23,000  
  Net income attributable to LNR   224,000   8,000  

280 Park Avenue Joint Venture

 

On March 16, 2011, we formed a 50/50 joint venture with SL Green Realty Corp to own the mezzanine debt of 280 Park Avenue, a 1.2 million square foot office building located between 48th and 49th Streets in Manhattan (the “Property”). We contributed our mezzanine loan with a face amount of $73,750,000, and they contributed their mezzanine loans with a face amount of $326,250,000 to the joint venture. We equalized our interest in the joint venture by paying our partner $111,250,000 in cash and assuming $15,000,000 of their debt. On May 17, 2011, as part of the recapitalization of the Property, the joint venture contributed its debt position for 99% of the common equity of a new joint venture which owns the Property. The new joint venture's investment is subordinate to $710,000,000 of third party debt. The new joint venture expects to spend $150,000,000 for re-tenanting and repositioning the Property. We account for our 49.5% equity interest in the Property under the equity method of accounting from the date of recapitalization.

 

 

Independence Plaza

 

On June 17, 2011, a joint venture in which we are a 51% partner, invested $55,000,000 in cash (of which we contributed $35,000,000) to acquire a face amount of $150,000,000 of mezzanine loans and a $35,000,000 participation in a senior loan on Independence Plaza, a residential complex comprised of three 39-story buildings in the Tribeca submarket of Manhattan. We share control over major decisions with our joint venture partner. We account for our 51% interest in the joint venture under the equity method of accounting from the date of acquisition.

 

 

666 Fifth Avenue Office

 

On December 16, 2011, we formed a joint venture with an affiliate of the Kushner Companies to recapitalize the office portion of 666 Fifth Avenue, a 39-story, 1.4 million square foot Class A office building in Manhattan, located on the full block front of Fifth Avenue between 52nd and 53rd Street. We acquired a 49.5% interest in the property from the Kushner Companies, the current owner. In connection therewith, the existing $1,215,000,000 mortgage loan was modified by LNR, the special servicer, into a $1,100,000,000 A-Note and a $115,000,000 B-Note and extended to February 2019; and a portion of the current pay interest was deferred to the B-Note. We and the Kushner Companies have committed to lend the joint venture an aggregate of $110,000,000 (of which our share is $80,000,000) for tenant improvements and working capital for the property, which is senior to the $115,000,000 B-Note. In addition, we have provided the A-Note holders a limited recourse and cooperation guarantee of up to $75,000,000 if an event of default occurs and is ongoing. We account for our 49.5% interest in the property under the equity method of accounting from the date of recapitalization.

5. Investments in Partially Owned Entities - continued

 

 

Below is a schedule of our investments in partially owned entities as of December 31, 2011 and 2010.

(Amounts in thousands)   Percentage  As of December 31, 
Investments:    Ownership  2011  2010 
Toys      32.7%  $ 506,809  $ 447,334 
                    
Alexander’s     32.4%  $ 189,775  $ 186,811 
                     
Lexington     12.0%    57,402    57,270 
                     
LNR      26.2%    174,408    132,973 
                     
India real estate ventures     4.0%-36.5%    80,499    127,193 
                     
Partially owned office buildings:               
 280 Park Avenue (see page 140)     49.5%    184,516    - 
 West 57th Street properties     50.0%    58,529    58,963 
 Rosslyn Plaza     43.7%-50.4%    53,333    52,689 
 One Park Avenue (see page 134)     30.3%    47,568    - 
 Warner Building and 1101 17th Street     55.0%    23,122    37,741 
 Other partially owned office buildings (1)     Various    61,898    36,487 
                     
Other equity method investments:               
 Verde Realty Operating Partnership     8.3%    59,801    59,326 
 Independence Plaza (see page 140)     51.0%    48,511    - 
 Downtown Crossing, Boston     50.0%    46,691    46,147 
 Monmouth Mall     50.0%    7,536    6,251 
 Other equity method investments (2)     Various    140,061    125,821 
                     
         $ 1,233,650  $ 927,672 
                     
___________________________________               
(1)  Includes interests in 330 Madison Avenue (25.0%), 666 Fifth Avenue Office (49.5%), 825 Seventh Avenue (50.0%) and Fairfax Square (20.0%).
                     
(2)  Includes interests in 85 10th Avenue Associates, Farley Project, Suffolk Downs, Dune Capital L.P. and others.
                     
                     
                     
                     
                     
                     
                     

5. Investments in Partially Owned Entities continued

 

 

Below is a schedule of income recognized from investments in partially owned entities for the years ended December 31, 2011, 2010 and 2009.

(Amounts in thousands)    For the Year Ended December 31,  
Our Share of Net Income (Loss):   2011  2010  2009 
                     
Toys - 32.7% interest               
 Equity in net income before income taxes(1)    $ 38,460  $ 16,401  $ 58,416 
 Income tax benefit       1,132    45,418    13,185 
 Equity in net income      39,592    61,819    71,601 
 Non-cash purchase price accounting adjustments      -    -    13,946 
 Interest and other income      8,948    9,805    6,753 
          $ 48,540   $ 71,624  $ 92,300 
                
Alexander’s - 32.4% interest               
 Equity in net income before income taxes and reversal of               
  stock appreciation rights compensation expense ("SARs")    $ 25,013  $ 20,059  $ 17,991 
 Income tax benefit and reversal of SARs      -    -    24,773 
 Equity in net income       25,013    20,059    42,764 
 Management, leasing and development fees      9,115    9,125    10,765 
       34,128    29,184    53,529 
                     
Lexington - 12.0% interest in 2011, 12.8% interest in 2010               
 and 15.2% interest in 2009 (2)      8,351    11,018    (25,665) 
                     
LNR - 26.2% interest (acquired in July 2010) (3)      58,786    1,973    - 
                     
India real estate ventures - 4.0% to 36.5% interest (4)      (14,881)     2,581    (1,636) 
                
Partially owned office buildings:               
 280 Park Avenue - 49.5% interest (acquired in May 2011)      (18,079)    -    - 
 West 57th Street properties - 50.0% interest (5)      876    (10,990)    468 
 Rosslyn Plaza - 43.7% to 50.4% interest      2,193    (2,419)    4,870 
 One Park Avenue - 30.3% interest (acquired in March 2011)      (1,142)    -    - 
 Warner Building and 1101 17th Street - 55.0% interest                
  (deconsolidated in October 2010 upon sale of a 45.0% interest) (6)      (16,135)    72    - 
 Other partially owned office buildings      10,017    4,436    4,823 
                     
Other equity method investments               
 Verde Realty Operating Partnership - 8.3% interest (7)      1,661    (537)    (19,978) 
 Independence Plaza - 51.0% interest (acquired in June 2011)      2,457    -    - 
 Downtown Crossing, Boston - 50.0% interest (8)      (1,461)    (1,155)    (10,395) 
 Monmouth Mall - 50.0% interest      2,556    1,952    1,789 
 Other equity method investments (9)      2,443    (13,677)    (27,715) 
          $ 71,770   $ 22,438  $ (19,910) 
___________________________________               
                     
(1)  2009 includes $10,200 for our share of income from a litigation settlement.
                     
(2)  Includes net gains of $9,760 and $13,710 in 2011 and 2010, respectively, resulting from Lexington's stock issuances. 2009 includes $19,121 for our share of impairment losses recorded by Lexington.
                     
(3)  2011 includes $27,377 of income comprised of (i) $12,380 for an income tax benefit, (ii) $8,977 of a tax settlement gain, and (iii) $6,020 of net gains from asset sales.
                     
(4)  2011 includes $13,794 for our share of an impairment loss.
                     
(5)  2010 includes $11,481 of impairment losses.
                     
(6)  2011 includes $9,022 for our share of expense, primarily for straight-line rent reserves and the write-off of tenant improvements in connection with a tenant's bankruptcy at the Warner Building.
                     
(7)  2009 includes $14,515 of impairment losses.
                     
(8)  2009 includes $7,650 of expense for our share of a lease termination payment.
                     
(9)  2011 includes a $12,525 net gain from Suffolk Downs' sale of a partial interest and 2009 includes $3,305 of impairment losses.

5. Investments in Partially Owned Entities - continued

 

Below is a summary of the debt of our partially owned entities as of December 31, 2011 and 2010; none of which is recourse to us.

     Interest 100% of
   Rate at  Partially Owned Entities’ Debt at
(Amounts in thousands)  December 31, December 31, December 31,
   Maturity 2011 2011 2010
Toys (32.7% interest) (as of October 29, 2011 and October 30, 2010,         
respectively):         
 Senior unsecured notes (Face value – $950,000)07/17 10.75% $ 930,382 $ 928,045
 $1.85 billion credit facility08/15 2.77%   750,000   519,810
 Senior unsecured notes (Face value – $725,000)12/17 8.50%   716,583   715,577
 $700 million secured term loan facility09/16 6.00%   684,217   689,757
 Senior U.K. real estate facility04/13 5.02%   562,004   561,559
 $400 million secured term loan facility05/18 5.25%   395,195   -
 7.875% senior notes (Face value – $400,000)04/13 9.50%   391,520   386,167
 7.375% senior secured notes (Face value - $350,000)09/16 7.38%   361,561   350,000
 7.375% senior notes (Face value – $400,000)10/18 9.99%   348,537   343,528
 Japan bank loans03/12-02/16 1.85%-2.85%   189,525   180,500
 Spanish real estate facility02/13 4.51%   180,174   179,511
 Junior U.K. real estate facility04/13 6.81%-7.84%   97,964   98,266
 Japan borrowings06/12 1.06%   94,968   141,360
 French real estate facility02/13 4.51%   86,919   86,599
 European and Australian asset-based revolving credit facility03/16 2.88%   64,520   25,767
 8.750% debentures (Face value – $21,600)09/21 9.17%   21,089   21,054
 7.625% bonds (Face value – $500,000)n/a n/a   -   495,943
 OtherVarious Various   172,363   156,853
         6,047,521   5,880,296
            
Alexander’s (32.4% interest):         
 731 Lexington Avenue mortgage note payable, collateralized by         
  the office space02/14 5.33%   339,890   351,751
 731 Lexington Avenue mortgage note payable, collateralized by         
  the retail space07/15 4.93%   320,000   320,000
 Rego Park II Shopping Center mortgage note payable(1)11/18 2.15%   274,796   277,200
 Kings Plaza Regional Shopping Center mortgage note payable (2)06/16 2.24%   250,000   151,214
 Rego Park I Shopping Center mortgage note payable03/12 0.75%   78,246   78,246
 Paramus mortgage note payable 10/18 2.90%   68,000   68,000
         1,330,932   1,246,411
            
Lexington (12.0% and 12.8% interest) (as of September 30, 2011 and         
September 30, 2010, respectively):          
 Mortgage loans collateralized by Lexington’s real estate2012-2037 5.80%   1,712,750   1,927,729
            
LNR (26.2% interest) (as of September 30, 2011 and          
September 30, 2010, respectively):         
 Mortgage notes payable2014-2043 4.54%   353,504   508,547
 Liabilities of consolidated CMBS and CDO trustsn/a 5.32%   127,348,336   142,001,333
         127,701,840   142,509,880
            
            
(1) On November 30, 2011, Alexander's completed a $275,000 refinancing of this loan. The seven-year loan bears interest at LIBOR plus 1.85% and amortizes based on a 30-year schedule.
            
(2) On June 10, 2011, Alexander's completed a $250,000 refinancing of this loan. The five-year interest only loan is at LIBOR plus 1.70%.

5. Investments in Partially Owned Entities - continued

     Interest 100% of
     Rate at Partially Owned Entities’ Debt at
(Amounts in thousands)  December 31, December 31, December 31,
 Maturity 2011 2011 2010
Partially owned office buildings:         
 666 Fifth Avenue Office (49.5% interest) mortgage note payable02/19 6.80% $ 1,035,884 $n/a
 280 Park Avenue (49.5% interest) mortgage notes payable06/16 6.65%   737,678  n/a
 Warner Building (55.0% interest) mortgage note payable05/16 6.26%   292,700   292,700
 One Park Avenue (30.3% interest) mortgage note payable03/16 5.00%   250,000  n/a
 330 Madison Avenue (25.0% interest) mortgage note payable06/15 1.78%   150,000   150,000
 Fairfax Square (20.0% interest) mortgage note payable12/14 7.00%   70,974   71,764
 Rosslyn Plaza (43.7% to 50.4% interest) mortgage note payable01/12 1.27%   56,680   56,680
 330 West 34th Street (34.8% interest) mortgage note payable,          
  collateralized by land07/22 5.71%   50,150   50,150
 West 57th Street (50.0% interest) mortgage note payable02/14 4.94%   21,864   22,922
 825 Seventh Avenue (50.0% interest) mortgage note payable10/14 8.07%   20,080   20,565
 Other mortgage notes payable collateralized by real estate(1)n/a n/a   -   139,337
            
            
India Real Estate Ventures:         
 TCG Urban Infrastructure Holdings (25.0% interest) mortgage notes         
  payable, collateralized by the entity’s real estate2012-2022 11.87%   226,534   196,319
            
Other:         
 Verde Realty Operating Partnership (8.3% interest) mortgage notes         
   payable, collateralized by the partnerships’ real estate2013-2025 6.18%   340,378   581,086
 Green Courte Real Estate Partners, LLC (8.3% interest) (as of          
  September 30, 2011 and 2010), mortgage notes payable,          
  collateralized by the partnerships’ real estate2012-2018 5.63%   293,771   296,991
 Monmouth Mall (50.0% interest) mortgage note payable02/14-09/15 5.32%   173,938   164,474
 Wells/Kinzie Garage (50.0% interest) mortgage note payable12/17 5.00%   14,792   15,022
 Orleans Hubbard Garage (50.0% interest) mortgage note payable12/17 5.00%   9,362   9,508
 Waterfront Station (2.5% interest)n/a n/a   -   217,106
 OtherVarious 4.62%   663,162   418,339
            
            
(1) On December 23, 2011, we acquired the 97.5% interest we did not already own in the Executive Tower. Accordingly, we consolidate the accounts of this property into our consolidated financial statements from the date of acquisition.
           

Based on our ownership interest in the partially owned entities above, our pro rata share of the debt of these partially owned entities, was $37,531,298,000 and $40,443,346,000 as of December 31, 2011 and 2010, respectively. Excluding our pro rata share of LNR's liabilities related to consolidated CMBS and CDO trusts, which are non-recourse to LNR and its equity holders, including us, our pro rata share of partially owned entities debt was $4,199,145,000 and $3,275,917,000 at December 31, 2011 and 2010, respectively.