Q2 2013 10Q

As filed with the Securities and Exchange Commission on August 8, 2013

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2013
Commission File Number 001-14951 
 ____________________________________________________________
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
(Exact name of registrant as specified in its charter)
Federally chartered instrumentality
of the United States
 
52-1578738
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. employer identification number)
 
 
 
1999 K Street, N.W., 4th Floor,
Washington, D.C.
 
20006
(Address of principal executive offices)
 
(Zip code)
(202) 872-7700
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes        x                               No           o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes        x                                No          o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.  (Check one):
Large accelerated filer
o
Accelerated filer
x
Non-accelerated filer
o
Smaller reporting company
o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes        o                                No           x
As of August 1, 2013, the registrant had outstanding 1,030,780 shares of Class A voting common stock, 500,301 shares of Class B voting common stock and 9,300,322 shares of Class C non-voting common stock.



Table of Contents
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


2

Table of Contents

PART I - FINANCIAL INFORMATION
Item 1.
Consolidated Financial Statements
FEDERAL AGRICULTURAL MORTGAGE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
 
June 30,
2013
 
December 31,
2012
 
(in thousands)
Assets:
 
 
 
Cash and cash equivalents
$
650,723

 
$
785,564

Investment securities:
 

 
 

Available-for-sale, at fair value
2,455,852

 
2,498,382

Trading, at fair value
1,064

 
1,247

Total investment securities
2,456,916

 
2,499,629

Farmer Mac Guaranteed Securities:
 

 
 

Available-for-sale, at fair value
5,058,853

 
4,766,258

USDA Guaranteed Securities:
 

 
 

Available-for-sale, at fair value
1,543,764

 
1,486,595

Trading, at fair value
73,592

 
104,188

Total USDA Guaranteed Securities
1,617,356

 
1,590,783

Loans:
 

 
 

Loans held for sale, at lower of cost or fair value

 
673,991

Loans held for investment, at amortized cost
2,397,485

 
1,503,559

Loans held for investment in consolidated trusts, at amortized cost
559,048

 
563,575

Allowance for loan losses
(7,368
)
 
(11,351
)
Total loans, net of allowance
2,949,165

 
2,729,774

Real estate owned, at lower of cost or fair value
2,841

 
3,985

Financial derivatives, at fair value
23,164

 
31,173

Interest receivable (includes $9,318 and $9,676, respectively, related to consolidated trusts)
94,181

 
103,414

Guarantee and commitment fees receivable
43,074

 
41,789

Deferred tax asset, net
11,331

 
3,123

Prepaid expenses and other assets
28,347

 
66,709

Total Assets
$
12,935,951

 
$
12,622,201

Liabilities and Equity:
 

 
 

Liabilities:
 

 
 

Notes payable:
 

 
 

Due within one year
$
6,785,164

 
$
6,567,366

Due after one year
5,173,667

 
5,034,739

Total notes payable
11,958,831

 
11,602,105

Debt securities of consolidated trusts held by third parties
168,488

 
167,621

Financial derivatives, at fair value
99,063

 
150,682

Accrued interest payable (includes $2,249 and $2,534, respectively, related to consolidated trusts)
52,733

 
51,779

Guarantee and commitment obligation
39,027

 
37,803

Accounts payable and accrued expenses
9,378

 
13,710

Reserve for losses
6,110

 
5,539

Total Liabilities
12,333,630

 
12,029,239

Commitments and Contingencies (Note 6)


 


Equity:
 

 
 

Preferred stock:
 

 
 

Series A, par value $25 per share, 2,400,000 shares authorized, issued and outstanding
58,333

 

Series C, par value $1,000 per share, 100,000 shares authorized, 57,578 shares issued and outstanding

 
57,578

Common stock:
 

 
 

Class A Voting, $1 par value, no maximum authorization, 1,030,780 shares outstanding
1,031

 
1,031

Class B Voting, $1 par value, no maximum authorization, 500,301 shares outstanding
500

 
500

Class C Non-Voting, $1 par value, no maximum authorization, 9,292,942 shares and 9,171,343 shares outstanding, respectively
9,293

 
9,171

Additional paid-in capital
109,001

 
106,617

Accumulated other comprehensive income, net of tax, related to available-for-sale securities
38,721

 
73,969

Retained earnings
143,589

 
102,243

Total Stockholders' Equity
360,468

 
351,109

Non-controlling interest - preferred stock
241,853

 
241,853

Total Equity
602,321

 
592,962

Total Liabilities and Equity
$
12,935,951

 
$
12,622,201

See accompanying notes to consolidated financial statements.

3

Table of Contents

FEDERAL AGRICULTURAL MORTGAGE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)

 
For the Three Months Ended
 
For the Six Months Ended
 
June 30, 2013
 
June 30, 2012
 
June 30, 2013
 
June 30, 2012
 
(in thousands, except per share amounts)
Interest income:
 
 
 
 
 
 
 
Investments and cash equivalents
$
5,471

 
$
6,024

 
$
11,205

 
$
12,256

Farmer Mac Guaranteed Securities and USDA Guaranteed Securities
31,605

 
37,523

 
63,326

 
75,269

Loans
24,669

 
28,031

 
48,712

 
57,184

Total interest income
61,745

 
71,578

 
123,243

 
144,709

Total interest expense
33,584

 
36,961

 
66,712

 
75,884

Net interest income
28,161

 
34,617

 
56,531

 
68,825

Release of allowance for loan losses
529

 
1,220

 
99

 
800

Net interest income after release of loan losses
28,690

 
35,837

 
56,630

 
69,625

Non-interest income/(loss):
 

 
 

 
 
 
 
Guarantee and commitment fees
6,759

 
6,064

 
13,371

 
11,994

Gains/(losses) on financial derivatives and hedging activities
14,983

 
(31,292
)
 
19,477

 
(24,892
)
Losses on trading assets
(327
)
 
(3,086
)
 
(117
)
 
(1,987
)
Gains on sale of available-for-sale investment securities
3,071

 

 
3,073

 
28

Gains on sale of real estate owned
1,124

 
262

 
1,171

 
262

Other income
873

 
771

 
1,953

 
1,492

Non-interest income/(loss)
26,483

 
(27,281
)
 
38,928

 
(13,103
)
Non-interest expense:
 

 
 

 
 
 
 
Compensation and employee benefits
4,571

 
4,574

 
9,269

 
9,059

General and administrative
2,715

 
2,664

 
5,632

 
5,422

Regulatory fees
594

 
562

 
1,188

 
1,125

Real estate owned operating costs, net
259

 
15

 
385

 
21

(Release of)/provision for reserve for losses
(175
)
 
1,394

 
571

 
1,424

Non-interest expense
7,964

 
9,209

 
17,045

 
17,051

Income/(loss) before income taxes
47,209

 
(653
)
 
78,513

 
39,471

Income tax expense/(benefit)
13,036

 
(2,629
)
 
21,752

 
9,025

Net income
34,173

 
1,976

 
56,761

 
30,446

Less: Net income attributable to non-controlling interest - preferred stock dividends
(5,547
)
 
(5,547
)
 
(11,094
)
 
(11,094
)
Net income/(loss) attributable to Farmer Mac
28,626

 
(3,571
)
 
45,667

 
19,352

Preferred stock dividends
(881
)
 
(720
)
 
(1,732
)
 
(1,440
)
Net income/(loss) attributable to common stockholders
$
27,745

 
$
(4,291
)
 
$
43,935

 
$
17,912

 
 
 
 
 
 
 
 
Earnings/(loss) per common share and dividends:
 

 
 

 
 
 
 
Basic earnings/(loss) per common share
$
2.57

 
$
(0.41
)
 
$
4.08

 
$
1.72

Diluted earnings/(loss) per common share
$
2.48

 
$
(0.41
)
 
$
3.93

 
$
1.63

Common stock dividends per common share
$
0.12

 
$
0.10

 
$
0.24

 
$
0.20

See accompanying notes to consolidated financial statements.

4

Table of Contents

FEDERAL AGRICULTURAL MORTGAGE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)


 
For the Three Months Ended
 
For the Six Months Ended
 
June 30, 2013
 
June 30, 2012
 
June 30, 2013
 
June 30, 2012
 
(in thousands)
Net income
$
34,173

 
$
1,976

 
$
56,761

 
$
30,446

Other comprehensive (loss)/income, net of tax:
 
 
 
 
 
 
 
Unrealized holding (losses)/gains on available-for-sale securities (1)
(48,190
)
 
10,827

 
(26,378
)
 
10,863

Less reclassification adjustments included in:
 
 
 
 
 
 
 
Gains on financial derivatives and hedging activities (2)
(3,211
)
 

 
(6,418
)
 

Gains on sale of available-for-sale investment securities (3)
(1,996
)
 

 
(1,997
)
 
(18
)
Other income (4)
(241
)
 
(237
)
 
(455
)
 
(502
)
Other comprehensive (loss)/income
(53,638
)
 
10,590

 
(35,248
)
 
10,343

Comprehensive income
(19,465
)
 
12,566

 
21,513

 
40,789

Less: Comprehensive income attributable to noncontrolling interest - preferred stock dividends
(5,547
)
 
(5,547
)
 
(11,094
)
 
(11,094
)
Comprehensive income attributable to Farmer Mac
$
(25,012
)
 
$
7,019

 
$
10,419

 
$
29,695

(1)
Presented net of income tax benefit of $25.9 million and expense of $5.8 million for the three months ended June 30, 2013 and 2012, respectively, and income tax benefit of $14.2 million and expense of $5.8 million for the six months ended June 30, 2013 and 2012, respectively.
(2)
Relates to the amortization of the unrealized gains on the hedged items prior to application of hedge accounting. Presented net of income tax benefit of $1.7 million and $3.5 million for the three months and six months ended June 30, 2013, respectively.
(3)
Represents realized gains on sales of available-for-sale investment securities. Presented net of income tax benefit of $1.1 million for the three months ended June 30, 2013 and income tax benefit of $1.1 million and $10,000 for the six months ended June 30, 2013 and 2012, respectively.
(4)
Represents amortization of deferred gains related to certain available-for-sale USDA Guaranteed Securities and Farmer Mac Guaranteed Securities. Presented net of income tax benefit of $0.1 million for the three months ended June 30, 2013 and 2012, and income tax benefit of $0.2 million and $0.3 million for the six months ended June 30, 2013 and 2012, respectively.

See accompanying notes to consolidated financial statements.

5

Table of Contents

FEDERAL AGRICULTURAL MORTGAGE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(unaudited)

  
For the Six Months Ended
 
June 30, 2013
 
June 30, 2012
 
Shares
 
Amount
 
Shares
 
Amount
 
(in thousands)
Preferred stock:
 
 
 
 
 
 
 
Balance, beginning of period
58

 
$
57,578

 
58

 
$
57,578

Issuance of Series A preferred stock
2,400

 
58,333

 

 

Redemption of Series C preferred stock
(58
)
 
(57,578
)
 

 

Balance, end of period
2,400

 
$
58,333

 
58

 
$
57,578

Common stock:
 

 
 

 
 

 
 

Balance, beginning of period
10,702

 
$
10,702

 
10,357

 
$
10,357

Issuance of Class C common stock
122

 
122

 
126

 
126

Balance, end of period
10,824

 
$
10,824

 
10,483

 
$
10,483

Additional paid-in capital:
 

 
 

 
 

 
 

Balance, beginning of period
 

 
$
106,617

 
 

 
$
102,821

Stock-based compensation expense
 

 
1,540

 
 

 
1,800

Issuance of Class C common stock
 

 
3

 
 

 
7

Tax effect of stock-based awards
 

 
841

 
 

 
(609
)
Balance, end of period
  

 
$
109,001

 
  

 
$
104,019

Retained earnings:
 

 
 

 
 

 
 

Balance, beginning of period
 

 
$
102,243

 
 

 
$
62,554

Net income attributable to Farmer Mac
 

 
45,667

 
 

 
19,352

Cash dividends:
 

 
 

 
 

 
 

Preferred stock, Series A ($0.6650 per share)
 
 
(1,596
)
 
 
 

Preferred stock, Series C ($2.36 per share in 2013 and $25.00 per share in 2012)
 

 
(136
)
 
 

 
(1,440
)
Common stock ($0.24 per share in 2013 and $0.20 per share in 2012)
 

 
(2,589
)
 
 

 
(2,084
)
Balance, end of period
 

 
$
143,589

 
 

 
$
78,382

Accumulated other comprehensive income:
 

 
 

 
 

 
 

Balance, beginning of period
 

 
$
73,969

 
 

 
$
79,370

Other comprehensive (loss)/income, net of tax
 

 
(35,248
)
 
 

 
10,343

Balance, end of period
 

 
$
38,721

 
 

 
$
89,713

Total Stockholders' Equity
 

 
$
360,468

 
 

 
$
340,175

Non-controlling interest - preferred stock:
 

 
 

 
 

 
 

Balance, beginning of period
 

 
$
241,853

 
 

 
$
241,853

Issuance of Preferred stock - Farmer Mac II LLC
 

 

 
 

 

Balance, end of period
 

 
$
241,853

 
 

 
$
241,853

Total Equity
 
 
$
602,321

 
 

 
$
582,028

See accompanying notes to consolidated financial statements.



6

Table of Contents

FEDERAL AGRICULTURAL MORTGAGE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)

 
For the Six Months Ended
 
June 30, 2013
 
June 30, 2012
 
(in thousands)
Cash flows from operating activities:
 
 
 
Net income
$
56,761

 
$
30,446

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 

Net amortization of deferred gains, premiums and discounts on loans, investments, Farmer Mac Guaranteed Securities, and USDA Guaranteed Securities
5,138

 
6,998

Amortization of debt premiums, discounts and issuance costs
6,286

 
6,934

Net change in fair value of trading securities, hedged assets, financial derivatives, and loans held for sale
(25,626
)
 
7,911

Gains on the sale of available-for-sale investment securities
(3,073
)
 
(28
)
Gains on the sale of real estate owned
(1,171
)
 
(262
)
Total provision for losses
472

 
624

Deferred income taxes
10,117

 
(3,657
)
Stock-based compensation expense
1,539

 
1,800

Proceeds from repayment of trading investment securities
501

 
527

Purchases of loans held for sale

 
(86,963
)
Proceeds from repayment of loans purchased as held for sale
76,841

 
78,156

Net change in:
 
 
 

Interest receivable
9,233

 
14,290

Guarantee and commitment fees receivable
(1,285
)
 
(6,738
)
Other assets
37,930

 
(54,632
)
Accrued interest payable
954

 
(5,857
)
Other liabilities
(864
)
 
4,409

Net cash provided by/(used in) operating activities
173,753

 
(6,042
)
Cash flows from investing activities:
 

 
 

Purchases of available-for-sale investment securities
(744,464
)
 
(1,058,206
)
Purchases of Farmer Mac Guaranteed Securities and USDA Guaranteed Securities
(858,084
)
 
(667,338
)
Purchases of loans held for investment
(426,506
)
 
(251,583
)
Purchases of defaulted loans
(6,075
)
 
(3,857
)
Proceeds from repayment of available-for-sale investment securities
622,116

 
581,672

Proceeds from repayment of Farmer Mac Guaranteed Securities and USDA Guaranteed Securities
459,241

 
437,375

Proceeds from repayment of loans purchased as held for investment
131,932

 
159,666

Proceeds from sale of available-for-sale investment securities
170,614

 
5,028

Proceeds from sale of Farmer Mac Guaranteed Securities
35,891

 
17,628

Proceeds from sale of real estate owned
3,407

 
938

Net cash used in investing activities
(611,928
)
 
(778,677
)
Cash flows from financing activities:
 

 
 

Proceeds from issuance of discount notes
32,594,765

 
34,231,830

Proceeds from issuance of medium-term notes
1,725,931

 
1,315,854

Payments to redeem discount notes
(32,998,256
)
 
(34,013,370
)
Payments to redeem medium-term notes
(972,000
)
 
(732,000
)
Excess tax benefits related to stock-based awards
658

 
856

Payments to third parties on debt securities of consolidated trusts
(35,024
)
 
(69,124
)
Proceeds from common stock issuance
1,205

 
27

Proceeds from Series A Preferred stock issuance
58,333

 

Retirement of Series C Preferred stock
(57,578
)
 

Dividends paid - Non-controlling interest - preferred stock
(11,094
)
 
(11,094
)
Dividends paid on common and preferred stock
(3,606
)
 
(2,804
)
Net cash provided by financing activities
303,334

 
720,175

Net decrease in cash and cash equivalents
(134,841
)
 
(64,544
)
Cash and cash equivalents at beginning of period
785,564

 
817,046

Cash and cash equivalents at end of period
$
650,723

 
$
752,502

 See accompanying notes to consolidated financial statements.



7

Table of Contents

FEDERAL AGRICULTURAL MORTGAGE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1.
ACCOUNTING POLICIES

The interim unaudited consolidated financial statements of the Federal Agricultural Mortgage Corporation ("Farmer Mac") and subsidiaries have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). These interim unaudited consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary to present a fair statement of the financial position and the results of operations and cash flows of Farmer Mac and subsidiaries for the interim periods presented. Certain information and footnote disclosures normally included in the annual consolidated financial statements have been omitted as permitted by SEC rules and regulations. The December 31, 2012 consolidated balance sheet presented in this report has been derived from Farmer Mac's audited 2012 consolidated financial statements. Management believes that the disclosures are adequate to present fairly the consolidated financial statements as of the dates and for the periods presented. These interim unaudited consolidated financial statements should be read in conjunction with the 2012 consolidated financial statements of Farmer Mac and subsidiaries included in Farmer Mac's Annual Report on Form 10-K for the year ended December 31, 2012 filed with the SEC on March 18, 2013. Described in that Form 10-K are Farmer Mac's significant accounting policies, which include its policies on Principles of Consolidation; Cash and Cash Equivalents and Statements of Cash Flows; Investment Securities, Farmer Mac Guaranteed Securities, and USDA Guaranteed Securities; Loans; Securitization of Loans; Non-accrual Loans; Real Estate Owned; Financial Derivatives; Notes Payable; Allowance for Losses; Earnings Per Common Share; Income Taxes; Stock-Based Compensation; Comprehensive Income; Long-Term Standby Purchase Commitments; Fair Value Measurement; and Consolidation of Variable Interest Entities. Results for interim periods are not necessarily indicative of those that may be expected for the fiscal year. Presented below are Farmer Mac's significant accounting policies that contain updated information for the three and six month periods ended June 30, 2013.

Principles of Consolidation

The consolidated financial statements include the accounts of Farmer Mac and its two subsidiaries: (1) Farmer Mac Mortgage Securities Corporation ("FMMSC"), whose principal activities are to facilitate the purchase and issuance of Farmer Mac Guaranteed Securities and (2) Farmer Mac II LLC, whose principal activity is the operation of substantially all of the business related to the USDA Guarantees line of business – primarily the acquisition of USDA-guaranteed portions of loans that are guaranteed by the USDA pursuant to the Consolidated Farm and Rural Development Act ("USDA Guaranteed Securities").  The consolidated financial statements also include the accounts of variable interest entities ("VIEs") in which Farmer Mac determined itself to be the primary beneficiary. 


8

Table of Contents

The following tables present, by line of business, details about the consolidation of VIEs:

Table 1.1

 
Consolidation of Variable Interest Entities
 
June 30, 2013
 
Farm & Ranch
 
USDA Guarantees
 
Rural Utilities
 
Investments
 
Total
 
(in thousands)
On-Balance Sheet:
 
 
 
 
 
 
 
 
 
Consolidated VIEs:
 
 
 
 
 
 
 
 
 
Loans held for investment in consolidated trusts, at amortized cost (1)
$
164,056

 
$

 
$
394,993

 
$

 
$
559,049

Debt securities of consolidated trusts held by third parties (2)
168,488

 

 

 

 
168,488

   Unconsolidated VIEs:
 
 
 
 
 
 
 
 
 
   Farmer Mac Guaranteed Securities:
 
 
 
 
 
 
 
 
 
      Carrying value (3)
31,010

 
25,794

 

 

 
56,804

      Maximum exposure to loss (4)
30,000

 
25,339

 

 

 
55,339

   Investment securities:
 
 
 
 
 
 
 
 
 
        Carrying value

 

 

 
694,454

 
694,454

        Maximum exposure to loss (4)

 

 

 
701,287

 
701,287

Off-Balance Sheet:
 
 
 
 
 
 
 
 
 
 Unconsolidated VIEs:
 
 
 
 
 
 
 
 
 
   Farmer Mac Guaranteed Securities:
 
 
 
 
 
 
 
 
 
      Maximum exposure to loss (4) (5)
1,797,069

 
22,971

 

 

 
1,820,040

(1)
Includes unamortized premiums related to Rural Utilities of $33.2 million.
(2)
Includes borrower remittances of $4.4 million, which have not been passed through to third party investors as of June 30, 2013.
(3)
Includes unamortized premiums and discounts and fair value adjustments related to Farm & Ranch and USDA Guarantees of $1.0 million and $0.5 million, respectively.
(4)
Farmer Mac uses unpaid principal balance and outstanding face amount of investment securities to represent maximum exposure to loss.
(5)
Of the Farm & Ranch amount, $827.1 million relates to unconsolidated trusts where Farmer Mac determined it was not the primary beneficiary due to shared power with an unrelated party.

9

Table of Contents

 
Consolidation of Variable Interest Entities
 
December 31, 2012
 
Farm & Ranch
 
USDA Guarantees
 
Rural Utilities
 
Investments
 
Total
 
(in thousands)
On-Balance Sheet:
 
 
 
 
 
 
 
 
 
Consolidated VIEs:
 
 
 
 
 
 
 
 
 
Loans held for investment in consolidated trusts, at amortized cost (1)
$
160,436

 
$

 
$
403,139

 
$

 
$
563,575

Debt securities of consolidated trusts held by third parties (2)
167,621

 

 

 

 
167,621

   Unconsolidated VIEs:
 
 
 
 
 
 
 
 
 
   Farmer Mac Guaranteed Securities:
 
 
 
 
 
 
 
 
 
      Carrying value (3)
31,370

 
26,681

 

 

 
58,051

      Maximum exposure to loss (4)
30,000

 
26,238

 

 

 
56,238

   Investment securities:
 
 
 
 
 
 
 
 
 
        Carrying value

 

 

 
724,893

 
724,893

        Maximum exposure to loss (4)

 

 

 
737,148

 
737,148

Off-Balance Sheet:
 
 
 
 
 
 
 
 
 
 Unconsolidated VIEs:
 
 
 
 
 
 
 
 
 
   Farmer Mac Guaranteed Securities:
 
 
 
 
 
 
 
 
 
      Maximum exposure to loss (4) (5)
1,881,370

 
29,658

 

 

 
1,911,028

(1)
Includes unamortized premiums related to Rural Utilities of $34.3 million.
(2)
Includes borrower remittances of $7.2 million, which have not been passed through to third party investors as of December 31, 2012.
(3)
Includes unamortized premiums and discounts and fair value adjustments related to Farm & Ranch and USDA Guarantees of $1.4 million and $0.4 million, respectively.
(4)
Farmer Mac uses unpaid principal balance and the outstanding face amount of investment securities to represent maximum exposure to loss.
(5)
Of the Farm & Ranch amount, $911.4 million relates to unconsolidated trusts where Farmer Mac determined it was not the primary beneficiary due to shared power with an unrelated party.

A Farmer Mac guarantee of timely payment of principal and interest is an explicit element of the terms of all Farmer Mac Guaranteed Securities.  When Farmer Mac retains such securities in its portfolio, that guarantee is not extinguished.  For Farmer Mac Guaranteed Securities in Farmer Mac's portfolio, Farmer Mac has entered into guarantee arrangements with FMMSC.  The guarantee fee rate established between Farmer Mac and FMMSC is an element in determining the fair value of these Farmer Mac Guaranteed Securities, and guarantee fees related to these securities are reflected in guarantee and commitment fees in the consolidated statements of operations.  These guarantee fees totaled $2.7 million and $5.4 million for the three and six months ended June 30, 2013, respectively, compared to $2.5 million and $5.1 million for the same periods in 2012. The corresponding expense of FMMSC has been eliminated against interest income in consolidation.  All other inter-company balances and transactions have been eliminated in consolidation.

(a)
Cash and Cash Equivalents and Statements of Cash Flows

Farmer Mac considers highly liquid investment securities with maturities at the time of purchase of three months or less to be cash equivalents.  The carrying value of cash and cash equivalents is a reasonable estimate of their approximate fair value.  Changes in the balance of cash and cash equivalents are reported in the consolidated statements of cash flows.  


10

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The following table sets forth information regarding certain cash and non-cash transactions for the six months ended June 30, 2013 and 2012:

Table 1.2

 
For the Six Months Ended
 
June 30, 2013
 
June 30, 2012
 
(in thousands)
Cash paid during the period for:
 
 
 
Interest
$
54,674

 
$
55,131

Income taxes
13,000

 
13,500

Non-cash activity:
 

 
 

Real estate owned acquired through loan liquidation
1,034

 

Loans acquired and securitized as Farmer Mac Guaranteed Securities
35,891

 
12,301

Consolidation of Farm & Ranch Guaranteed Securities from off-balance sheet to loans held for investment in consolidated trusts and to debt securities of consolidated trusts held by third parties
35,891

 
12,301

Deconsolidation of loans held for investment in consolidated trusts and debt securities of consolidated trusts held by third parties - transferred to off-balance sheet Farm & Ranch Guaranteed Securities

 
460,261

Transfers of loans held for sale to loans held for investment
673,991

 



On January 1, 2013, Farmer Mac transferred $674.0 million of loans from held for sale to held for investment because Farmer Mac either (1) no longer intends to sell these loans in the foreseeable future or (2) generally securitizes these loans using VIEs that are ultimately consolidated on Farmer Mac's balance sheet and reported as "Loans held for investment in consolidated trusts, at amortized cost." Farmer Mac transferred these loans at the lower of cost or fair value (determined on a pooled basis). Farmer Mac recorded a $5.9 million unamortized discount for loans transferred at fair value. At the time of purchase, loans are classified as either held for sale or held for investment depending upon management's intent and ability to hold the loans for the foreseeable future. Cash receipts from the repayment of loans are classified within the statements of cash flows based on management's intent upon purchase of the loan, as prescribed by accounting guidance related to the statement of cash flows.


11

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(b)
Earnings/Loss Per Common Share

Basic earnings/loss per common share ("EPS") is based on the weighted-average number of shares of common stock outstanding.  Diluted earnings per common share is based on the weighted-average number of shares of common stock outstanding adjusted to include all potentially dilutive common stock options, stock appreciation rights ("SARs"), and non-vested restricted stock awards.  The following schedule reconciles basic and diluted EPS for the three and six months ended June 30, 2013 and 2012:

Table 1.3

 
For the Three Months Ended
 
June 30, 2013
 
June 30, 2012
 
Net
Income
 
Weighted-Average Shares
 
$ per
Share
 
Net Loss
 
Weighted-Average Shares
 
$ per
Share
 
(in thousands, except per share amounts)
Basic EPS
 
 
 
 
 
 
 
 
 
 
 
Net income/(loss) attributable to common stockholders
$
27,745

 
10,815

 
$
2.57

 
$
(4,291
)
 
10,468

 
$
(0.41
)
Effect of dilutive securities (1):
 

 
 

 
 

 
 
 
 

 
 
Stock options, SARs and restricted stock

 
383

 
(0.09
)
 

 

 

Diluted EPS
$
27,745

 
11,198

 
$
2.48

 
$
(4,291
)
 
10,468

 
$
(0.41
)
(1)
For the three months ended June 30, 2013 and 2012, stock options and SARs of 89,937 and 1,270,777, respectively, were outstanding but not included in the computation of diluted earnings per share of common stock because they were anti-dilutive. For the three months ended June 30, 2013 and 2012, contingent shares of non-vested restricted stock of 44,894 and 146,311, respectively, were outstanding but not included in the computation of diluted earnings per share of common stock because performance conditions were not met.

 
For the Six Months Ended
 
June 30, 2013
 
June 30, 2012
 
Net
Income
 
Weighted-Average Shares
 
$ per
Share
 
Net
Income
 
Weighted-Average Shares
 
$ per
Share
 
(in thousands, except per share amounts)
Basic EPS
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to common stockholders
$
43,935

 
10,776

 
$
4.08

 
$
17,912

 
10,417

 
$
1.72

Effect of dilutive securities (1):
 
 
 
 
 
 
 

 
 

 
 

Stock options, SARs and restricted stock

 
403

 
(0.15
)
 

 
545

 
(0.09
)
Diluted EPS
$
43,935

 
11,179

 
$
3.93

 
$
17,912

 
10,962

 
$
1.63

(1)
For the six months ended June 30, 2013 and 2012, stock options and SARs of 46,969 and 469,577, respectively, were outstanding but not included in the computation of diluted earnings per share of common stock because they were anti-dilutive. For the six months ended June 30, 2013 and 2012, contingent shares of non-vested restricted stock of 35,097 and 92,800, respectively, were outstanding but not included in the computation of diluted earnings per share of common stock because performance conditions were not met.


(c)
Reclassifications

Certain reclassifications of prior period information were made to conform to the current period presentation.



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2.
INVESTMENT SECURITIES

The following tables present the amount outstanding, amortized cost, and fair values of Farmer Mac's investment securities as of June 30, 2013 and December 31, 2012:
 
Table 2.1

 
June 30, 2013
 
Amount Outstanding
 
Unamortized Premium/(Discount)
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
 
(in thousands)
Available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
Floating rate auction-rate certificates backed by Government guaranteed student loans
$
74,100

 
$

 
$
74,100

 
$

 
$
(9,012
)
 
$
65,088

Floating rate asset-backed securities
158,223

 
(293
)
 
157,930

 
690

 
(328
)
 
158,292

Floating rate corporate debt securities
104,345

 
(11
)
 
104,334

 
359

 
(37
)
 
104,656

Fixed rate corporate debt securities
65,000

 
144

 
65,144

 
54

 
(133
)
 
65,065

Floating rate Government/GSE guaranteed mortgage-backed securities
651,590

 
5,480

 
657,070

 
8,033

 
(996
)
 
664,107

Fixed rate GSE guaranteed mortgage-backed securities (1)
1,434

 
4,178

 
5,612

 
221

 

 
5,833

Floating rate GSE subordinated debt
70,000

 

 
70,000

 

 
(6,679
)
 
63,321

Fixed rate GSE preferred stock
78,500

 
579

 
79,079

 
7,810

 

 
86,889

Fixed rate taxable municipal bonds
18,635

 
83

 
18,718

 
4

 
(1
)
 
18,721

Floating rate senior agency debt
50,000

 
(1
)
 
49,999

 
33

 

 
50,032

Fixed rate senior agency debt
119,000

 
369

 
119,369

 
102

 
(4
)
 
119,467

Fixed rate U.S. Treasuries
1,052,000

 
2,233

 
1,054,233

 
214

 
(66
)
 
1,054,381

Total available-for-sale
2,442,827

 
12,761

 
2,455,588

 
17,520

 
(17,256
)
 
2,455,852

Trading:
 
 
 
 
 

 
 

 
 

 
 

Floating rate asset-backed securities
3,826

 

 
3,826

 

 
(2,762
)
 
1,064

Total investment securities
$
2,446,653

 
$
12,761

 
$
2,459,414

 
$
17,520

 
$
(20,018
)
 
$
2,456,916

(1)
Fair value includes $4.3 million of an interest-only security with a notional amount of $152.4 million.






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December 31, 2012
 
Amount Outstanding
 
Unamortized Premium/(Discount)
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
 
(in thousands)
Available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
Floating rate auction-rate certificates backed by Government guaranteed student loans
$
74,100

 
$

 
$
74,100

 
$

 
$
(10,941
)
 
$
63,159

Floating rate asset-backed securities
150,519

 
(372
)
 
150,147

 
933

 
(36
)
 
151,044

Fixed rate asset-backed securities
6,501

 

 
6,501

 

 

 
6,501

Floating rate corporate debt securities
76,345

 
(32
)
 
76,313

 
450

 

 
76,763

Fixed rate corporate debt securities
51,969

 
243

 
52,212

 
204

 

 
52,416

Floating rate Government/GSE guaranteed mortgage-backed securities
699,062

 
5,973

 
705,035

 
8,035

 
(211
)
 
712,859

Fixed rate GSE guaranteed mortgage-backed securities
1,910

 
1

 
1,911

 
154

 

 
2,065

Floating rate GSE subordinated debt
70,000

 

 
70,000

 

 
(12,569
)
 
57,431

Fixed rate GSE preferred stock
78,500

 
784

 
79,284

 
7,802

 

 
87,086

Floating rate senior agency debt
50,000

 
(6
)
 
49,994

 
61

 

 
50,055

Fixed rate senior agency debt
72,700

 
287

 
72,987

 
128

 
(1
)
 
73,114

Fixed rate U.S. Treasuries
1,163,400

 
2,240

 
1,165,640

 
258

 
(9
)
 
1,165,889

Total available-for-sale
2,495,006

 
9,118

 
2,504,124

 
18,025

 
(23,767
)
 
2,498,382

Trading:
 
 
 
 
 

 
 

 
 

 
 

Floating rate asset-backed securities
4,327

 

 
4,327

 

 
(3,080
)
 
1,247

Total investment securities
$
2,499,333

 
$
9,118

 
$
2,508,451

 
$
18,025

 
$
(26,847
)
 
$
2,499,629



During the three months ended June 30, 2013, Farmer Mac received proceeds of $155.6 million from the sale of securities from its available-for-sale investment portfolio, resulting in gross realized gains of $3.1 million. During the three months ended June 30, 2012, Farmer Mac did not sell any securities from its available-for-sale investment portfolio. During the six months ended June 30, 2013, Farmer Mac received proceeds of $170.6 million from the sale of securities from its available-for-sale investment portfolio, resulting in gross realized gains of $3.1 million, compared to proceeds of $5.0 million for the six months ended June 30, 2012, resulting in gross realized gains of $28,000.


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Table of Contents

As of June 30, 2013 and December 31, 2012, unrealized losses on available-for-sale investment securities were as follows:

Table 2.2

 
June 30, 2013
 
Available-for-Sale Securities
 
Unrealized loss position for
less than 12 months
 
Unrealized loss position for
more than 12 months
 
Fair Value
 
Unrealized
Loss
 
Fair Value
 
Unrealized
Loss
 
(in thousands)
Floating rate auction-rate certificates backed by Government guaranteed student loans
$

 
$

 
$
65,088

 
$
(9,012
)
Floating rate asset-backed securities
38,412

 
(227
)
 
9,721

 
(101
)
Floating rate corporate debt securities
19,973

 
(37
)
 

 

Fixed rate corporate debt securities
45,050

 
(133
)
 

 

Floating rate Government/GSE guaranteed mortgage-backed securities
208,198

 
(996
)
 

 

Floating rate GSE subordinated debt

 

 
63,321

 
(6,679
)
Fixed rate taxable municipal bonds
10,141

 
(1
)
 

 

Fixed rate senior agency debt
24,986

 
(4
)
 

 

Fixed rate U.S. Treasuries
280,954

 
(66
)
 

 

Total
$
627,714

 
$
(1,464
)
 
$
138,130

 
$
(15,792
)

 
December 31, 2012
 
Available-for-Sale Securities
 
Unrealized loss position for
less than 12 months
 
Unrealized loss position for
more than 12 months
 
Fair Value
 
Unrealized
Loss
 
Fair Value
 
Unrealized
Loss
 
(in thousands)
Floating rate auction-rate certificates backed by Government guaranteed student loans
$

 
$

 
$
63,159

 
$
(10,941
)
Floating rate asset-backed securities
21,648

 
(27
)
 
3,619

 
(9
)
Floating rate Government/GSE guaranteed mortgage-backed securities
174,352

 
(209
)
 
829

 
(2
)
Floating rate GSE subordinated debt

 

 
57,431

 
(12,569
)
Fixed rate senior agency debt
50,088

 
(1
)
 

 

Fixed rate U.S. Treasuries
136,194

 
(9
)
 

 

Total
$
382,282

 
$
(246
)
 
$
125,038

 
$
(23,521
)

 
The unrealized losses presented above are principally due to a general widening of credit spreads from the dates of acquisition to June 30, 2013 and December 31, 2012, as applicable. The resulting decrease in fair values reflect an increase in the perceived risk by the financial markets related to those securities. As of June 30, 2013, all of the investment securities in an unrealized loss position had credit ratings of at least "AA+" except three that were rated "A-", one that was rated "A", and one that was rated "BBB*-" (credit watch negative with possible multi-notch downgrade). As of June 30, 2013, the unrealized loss on this last security was $22,000, and the security matures in April 2014. As of December 31, 2012, all of the investment securities in an unrealized loss position had credit ratings of at least "AA+" except one that

15

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was rated "A-".  The unrealized losses were on 40 and 17 individual investment securities as of June 30, 2013 and December 31, 2012, respectively.

As of June 30, 2013, 8 of the securities in loss positions had been in loss positions for more than 12 months and had a total unrealized loss of $15.8 million.  As of December 31, 2012, 9 of the securities in loss positions had been in loss positions for more than 12 months and had a total unrealized loss of $23.5 million.  Securities in unrealized loss positions 12 months or more have a fair value as of June 30, 2013 that is, on average, approximately 89.7 percent of their amortized cost basis.  Farmer Mac believes that all of these unrealized losses are recoverable within a reasonable period of time by way of changes in credit spreads or maturity.  Accordingly, Farmer Mac has concluded that none of the unrealized losses on these available-for-sale investment securities represents other-than-temporary impairment as of June 30, 2013 and December 31, 2012.  Farmer Mac does not intend to sell these securities and it is not more likely than not that Farmer Mac will be required to sell the securities before recovery of the amortized cost basis.

Farmer Mac did not own any held-to-maturity investment securities as of June 30, 2013 and December 31, 2012. As of June 30, 2013, Farmer Mac owned trading investment securities with an amortized cost of $3.8 million, a fair value of $1.1 million, and a weighted average yield of 4.28 percent. As of December 31, 2012, Farmer Mac owned trading investment securities with an amortized cost of $4.3 million, a fair value of $1.2 million, and a weighted average yield of 4.29 percent.

The amortized cost, fair value, and weighted average yield of available-for-sale investment securities by remaining contractual maturity as of June 30, 2013 are set forth below.  Asset-backed and mortgage-backed securities are included based on their final maturities, although the actual maturities may differ due to prepayments of the underlying assets.

Table 2.3

 
June 30, 2013
 
Available-for-Sale Securities
 
Amortized
Cost
 
Fair Value
 
Weighted-
Average
Yield
 
(dollars in thousands)
Due within one year
$
1,285,008

 
$
1,285,325

 
0.53%
Due after one year through five years
168,884

 
169,169

 
0.95%
Due after five years through ten years
396,588

 
392,000

 
1.03%
Due after ten years
605,108

 
609,358

 
2.35%
Total
$
2,455,588

 
$
2,455,852

 
1.09%




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3.
FARMER MAC GUARANTEED SECURITIES AND USDA GUARANTEED SECURITIES

The following tables set forth information about on-balance sheet Farmer Mac Guaranteed Securities and USDA Guaranteed Securities as of June 30, 2013 and December 31, 2012:

Table 3.1

 
June 30, 2013
 
Unpaid Principal Balance
 
Unamortized Premium/(Discount)
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
 
(in thousands)
Available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
Farm & Ranch
$
3,438,000

 
$
143

 
$
3,438,143

 
$
74,898

 
$
(14,567
)
 
$
3,498,474

USDA Guarantees
25,339

 
(452
)
 
24,887

 
907

 

 
25,794

Rural Utilities
1,540,271

 

 
1,540,271

 
11,382

 
(17,068
)
 
1,534,585

Total Farmer Mac Guaranteed Securities
5,003,610

 
(309
)
 
5,003,301

 
87,187

 
(31,635
)
 
5,058,853

USDA Guaranteed Securities
1,549,502

 
5,174

 
1,554,676

 
5,172

 
(16,084
)
 
1,543,764

Total available-for-sale
6,553,112

 
4,865

 
6,557,977

 
92,359

 
(47,719
)
 
6,602,617

Trading:
 
 
 
 
 

 
 

 
 

 
 

USDA Guaranteed Securities
69,358

 
5,395

 
74,753

 
438

 
(1,599
)
 
73,592

Total Farmer Mac Guaranteed Securities and USDA Guaranteed Securities
$
6,622,470

 
$
10,260

 
$
6,632,730

 
$
92,797

 
$
(49,318
)
 
$
6,676,209


 
December 31, 2012
 
Unpaid Principal Balance
 
Unamortized Premium/(Discount)
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
 
(in thousands)
Available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
Farm & Ranch
$
3,339,200

 
$
160

 
$
3,339,360

 
$
92,223

 
$
(5,094
)
 
$
3,426,489

USDA Guarantees
26,238

 
(452
)
 
25,786

 
909

 
(14
)
 
26,681

Rural Utilities
1,298,506

 

 
1,298,506

 
18,530

 
(3,948
)
 
1,313,088

Total Farmer Mac Guaranteed Securities
4,663,944

 
(292
)
 
4,663,652

 
111,662

 
(9,056
)
 
4,766,258

USDA Guaranteed Securities
1,461,184

 
5,975

 
1,467,159

 
19,605

 
(169
)
 
1,486,595

Total available-for-sale
6,125,128

 
5,683

 
6,130,811

 
131,267

 
(9,225
)
 
6,252,853

Trading:
 
 
 
 
 

 
 

 
 

 
 

USDA Guaranteed Securities
98,499

 
6,415

 
104,914

 
624

 
(1,350
)
 
104,188

Total Farmer Mac Guaranteed Securities and USDA Guaranteed Securities
$
6,223,627

 
$
12,098

 
$
6,235,725

 
$
131,891

 
$
(10,575
)
 
$
6,357,041



The unrealized losses presented above are principally due to higher interest rates from the date of acquisition to June 30, 2013 and December 31, 2012, as applicable.  The unrealized losses related to Farmer Mac's USDA Guarantees line of business are backed by the full faith and credit of the United States.  As of June 30, 2013, 9 AgVantage securities in loss positions in the Farm & Ranch line of business had been in a loss position for more than 12 months with a total unrealized loss of $2.7 million. Each Farm & Ranch AgVantage security requires some level of overcollateralization and is secured by eligible loans of the issuing institution. Thus, Farmer Mac does not believe it will realize any of those losses. None of the Rural Utilities Guaranteed Securities has been in an unrealized loss position for greater than

17

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12 months. Farmer Mac has concluded that none of the unrealized losses on its available-for-sale Farmer Mac Guaranteed Securities and USDA Guaranteed Securities represents an other-than-temporary impairment as of June 30, 2013 and December 31, 2012.  Farmer Mac does not intend to sell these securities, and it is not more likely than not that Farmer Mac will be required to sell the securities before recovery of the amortized cost basis.

During the three and six months ended June 30, 2013 and 2012, Farmer Mac realized no gains or losses from the sale of Farmer Mac Guaranteed Securities and USDA Guaranteed Securities.

The amortized cost, fair value, and weighted average yield of available-for-sale Farmer Mac Guaranteed Securities and USDA Guaranteed Securities by remaining contractual maturity as of June 30, 2013 are set forth below. The balances presented are based on their final maturities, although the actual maturities may differ due to prepayments of the underlying assets.

Table 3.2

 
June 30, 2013
 
Available-for-Sale Securities
 
Amortized
Cost
 
Fair Value
 
Weighted-
Average
Yield
 
(dollars in thousands)
Due within one year
$
1,079,313

 
$
1,085,114

 
1.87
%
Due after one year through five years
2,828,532

 
2,883,105

 
2.40
%
Due after five years through ten years
805,834

 
815,863

 
2.50
%
Due after ten years
1,844,298

 
1,818,535

 
2.59
%
Total
$
6,557,977

 
$
6,602,617

 
2.38
%


Farmer Mac did not own any held-to-maturity Farmer Mac Guaranteed Securities or USDA Guaranteed Securities as of June 30, 2013 and December 31, 2012. As of June 30, 2013, Farmer Mac owned trading USDA Guaranteed Securities with an amortized cost of $74.8 million, a fair value of $73.6 million, and a weighted average yield of 5.69 percent. As of December 31, 2012, Farmer Mac owned trading USDA Guaranteed Securities with an amortized cost of $104.9 million, a fair value of $104.2 million, and a weighted average yield of 5.77 percent.  


4.
FINANCIAL DERIVATIVES

Farmer Mac enters into financial derivative transactions principally to protect against risk from the effects of market price or interest rate movements on the value of certain assets, future cash flows, or debt issuance, not for trading or speculative purposes.  Farmer Mac enters into interest rate swap contracts to adjust the characteristics of its short-term debt to match more closely the cash flow and duration characteristics of its longer-term loans and other assets, and also to adjust the characteristics of its long-term debt to match more closely the cash flow and duration characteristics of its short-term assets, thereby reducing interest rate risk and often times deriving an overall lower effective cost of borrowing than would otherwise be available to Farmer Mac in the conventional debt market.  Certain financial derivatives are designated as fair value hedges of fixed rate assets classified as available-for-sale to protect against fair value changes in the assets related to a benchmark interest rate (i.e., LIBOR).

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Table of Contents


Farmer Mac manages the interest rate risk related to loans it has committed to acquire, but has not yet purchased and permanently funded, through the use of forward sale contracts on the debt of other government-sponsored enterprises ("GSEs") and futures contracts involving U.S. Treasury securities. Farmer Mac uses forward sale contracts on GSE securities to reduce its interest rate exposure to changes in both U.S. Treasury rates and spreads on Farmer Mac debt.  The notional amounts of these contracts are determined based on a duration-matched hedge ratio between the hedged item and the hedge instrument. Gains or losses generated by these hedge transactions are expected to offset changes in funding costs.

All financial derivatives are recorded on the balance sheet at fair value as a freestanding asset or liability. Changes in the fair values of financial derivatives are reported in "Gains/(losses) on financial derivatives and hedging activities" in the consolidated statements of operations. For financial derivatives designated in fair value hedging relationships, changes in the fair values of the hedged items related to the risk being hedged are also reported in "Gains/(losses) on financial derivatives and hedging activities" in the consolidated statements of operations. Farmer Mac currently has no financial derivatives designated in cash flow hedging relationships.

Market Risk:
 
Market risk is the risk of an adverse effect resulting from changes in interest rates or spreads on the value of a financial instrument.  Farmer Mac manages market risk associated with financial derivatives by establishing and monitoring limits as to the degree of risk that may be undertaken.  This risk is periodically measured as part of Farmer Mac's overall risk monitoring processes, which include market value of equity measurements, net interest income modeling, and other measures.

Credit Risk:
 
Credit risk is the risk that a counterparty will fail to perform according to the terms of a financial contract in which Farmer Mac has an unrealized gain.  Credit losses could occur in the event of non-performance by counterparties to the financial derivative contracts.  Farmer Mac mitigates this counterparty credit risk by contracting only with counterparties that have investment grade credit ratings (i.e., at least BBB), establishing and maintaining collateral requirements based upon credit ratings, and entering into netting agreements.  Netting agreements provide for the calculation of the net amount of all receivables and payables under all transactions covered by the netting agreement between Farmer Mac and a single counterparty.  Farmer Mac's exposure to credit risk related to its financial derivatives is represented by those counterparties for which Farmer Mac has a net receivable, including the effect of any netting arrangements.  As of June 30, 2013 and December 31, 2012, Farmer Mac's credit exposure to interest rate swap counterparties, excluding netting arrangements and any adjustment for nonperformance risk, but including accrued interest, was $28.3 million and $37.1 million, respectively; however, including netting arrangements and accrued interest, Farmer Mac's credit exposure was $3.6 million and $2.4 million as of June 30, 2013 and December 31, 2012, respectively. As of June 30, 2013 and December 31, 2012, Farmer Mac held cash of $1.4 million and $1.7 million, respectively, as collateral for its derivatives in net asset positions, resulting in uncollateralized net asset positions of $2.3 million and $0.8 million, respectively. Farmer Mac records cash held as collateral as an increase in the balance of cash and cash equivalents and an increase in the balance of accounts payable and accrued expenses. 

In the normal course of business, collateral requirements contained in Farmer Mac's derivative contracts are enforced by Farmer Mac and its counterparties.  Upon enforcement of the collateral requirements, the amount of collateral posted is typically based on the net fair value of all derivative contracts with the

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counterparty, i.e., derivative assets net of derivative liabilities at the counterparty level.  If an event of default were to occur with respect to Farmer Mac under the derivative contracts, such as the failure to pay amounts when due, any other material breach of the agreements that remains unremedied, a material default under another of Farmer Mac's credit agreements, or bankruptcy, insolvency or receivership, the related counterparty could request payment or full collateralization on the derivative contracts. In addition, if Farmer Mac ceases to be a federally chartered instrumentality of the United States, the related counterparty could request full collateralization on the derivative contracts.  As of June 30, 2013 and December 31, 2012, the fair value of Farmer Mac's derivatives in a net liability position including accrued interest but excluding netting arrangements and any adjustment for nonperformance risk, was $116.0 million and $168.0 million, respectively; however, including netting arrangements and accrued interest, the fair value of Farmer Mac's derivatives in a net liability position at the counterparty level, was $92.7 million and $135.8 million as of June 30, 2013 and December 31, 2012, respectively.  As of June 30, 2013 and December 31, 2012, Farmer Mac posted cash of $20.3 million and $60.3 million, respectively, as collateral for its derivatives in net liability positions.  Farmer Mac records posted cash as a reduction in the outstanding balance of cash and cash equivalents and an increase in the balance of prepaid expenses and other assets.  If Farmer Mac had breached certain provisions of the derivative contracts as of June 30, 2013 and December 31, 2012, it could have been required to settle its obligations under the agreements or post additional collateral of $72.4 million and $75.5 million, respectively. As of June 30, 2013 and December 31, 2012, there were no financial derivatives in a net payable position where Farmer Mac was required to pledge collateral which the counterparty had the right to sell or repledge.

Interest Rate Risk:
 
Farmer Mac uses financial derivatives to manage its interest rate risk exposure by effectively modifying the interest rate reset or maturity characteristics of certain assets and liabilities and by locking in the rates for certain forecasted issuances of liabilities.  The primary financial derivatives Farmer Mac uses include interest rate swaps and forward sale contracts.  Farmer Mac uses interest rate swaps to assume fixed rate interest payments in exchange for floating rate interest payments and vice versa.  Depending on the economic hedging relationship, the effects of these agreements are (a) the conversion of variable rate liabilities to longer-term fixed rate liabilities, (b) the conversion of long-term fixed rate assets to shorter-term floating rate assets, or (c) the reduction of the variability of future changes in interest rates on forecasted issuances of liabilities.  The accrual of the contractual amounts due on these agreements that are not designated in hedging relationships is recorded as "Gains/(losses) on financial derivatives and hedging activities" in the consolidated statements of operations.


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The following tables summarize information related to Farmer Mac's financial derivatives on a gross basis without giving consideration to master netting arrangements as of June 30, 2013 and December 31, 2012 and the effects of financial derivatives on the consolidated statements of operations for the three and six months ended June 30, 2013 and 2012:

Table 4.1

  
June 30, 2013
  
 
 
Fair Value
 
Weighted-
Average
Pay Rate
 
Weighted-
Average Receive Rate
 
Weighted-
Average
Forward
Price
 
Weighted-
Average
Remaining
Life (in years)
  
Notional Amount
 
Asset
 
(Liability)
 
 
 
 
  
(dollars in thousands)
Fair value hedges:
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swaps:
 
 
 
 
 
 
 
 
 
 
 
 
 
Pay fixed non-callable
$
900,000

 
$

 
$
(35,202
)
 
2.25%
 
0.27%