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Federated Investors 10-Q 2011
FII-2011.9.30-10Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 ____________________________________________________
FORM 10-Q
____________________________________________________
(Mark One)
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2011
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             
Commission File Number 001-14818
___________________________________________________
Federated Investors, Inc.
(Exact name of registrant as specified in its charter)
____________________________________________________
Pennsylvania
 
25-1111467
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
Federated Investors Tower
Pittsburgh, Pennsylvania
 
15222-3779
(Address of principal executive offices)
 
(Zip Code)
(Registrant’s telephone number, including area code) 412-288-1900
 ____________________________________________________________________________
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 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.
Large accelerated filer
 
x
  
Accelerated filer
 
o
 
 
 
 
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.
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the last practicable date: As of October 26, 2011, the Registrant had outstanding 9,000 shares of Class A Common Stock and 103,757,440 shares of Class B Common Stock.

 


Table of Contents
 

Special Note Regarding Forward-Looking Information

Certain statements in this report on Form 10-Q including those related to asset flows and business mix; obligations to make additional contingent payments pursuant to acquisition agreements; obligations to make additional payments pursuant to employment arrangements; legal proceedings; future cash needs and future principal uses of cash; management’s expectations regarding borrowing; performance indicators; impact of accounting policies and new accounting pronouncements; concentration risk; indemnification obligations; the impact of increased regulation, including potential changes relating to the regulation of money market funds; the prospect of increased distribution-related expenses; management’s expectations regarding fee waivers and the impact of such waivers on revenues and net income; the ability to raise additional capital; the rising costs of risk management; possible impairment charges; tax liability and the realization of deferred tax assets; capital losses; the impact of the interest rate swap and the various items set forth under the section entitled Risk Factors constitute forward-looking statements, which involve known and unknown risks, uncertainties, and other factors that may cause the actual results, levels of activity, performance or achievements of Federated or industry results, to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Among other risks and uncertainties, market conditions may change significantly resulting in changes to Federated’s asset flows and business mix, which may cause a decline in revenues and net income, result in impairments and increase the amount of fee waivers incurred by Federated. The obligation to make contingent payments is based on certain growth and fund performance targets and will be affected by the achievement of such targets, and the obligation to make additional payments pursuant to employment arrangements is based on satisfaction of certain conditions set forth in those arrangements. Future cash needs and future uses of cash will be impacted by a variety of factors, including the number and size of any acquisitions, Federated’s success in distributing its products, the resolution of pending litigation, potential increases in costs relating to risk management, as well as potential changes in assets under management and/or changes in the terms of distribution and shareholder services contracts with intermediaries who offer Federated’s products to customers. Federated’s risks and uncertainties also include liquidity and credit risks in Federated’s money market funds and revenue risk, which will be affected by yield levels in money market fund products, changes in market values of assets under management and the ability of Federated to collect fees in connection with the management of such products. Many of these factors may be more likely to occur as a result of the ongoing threat of terrorism and the increased scrutiny of the mutual fund industry by federal and state regulators, and the recent and ongoing disruption in global financial markets. As a result, no assurance can be given as to future results, levels of activity, performance or achievements, and neither Federated nor any other person assumes responsibility for the accuracy and completeness of such statements in the future. For more information on these items, see the section entitled Risk Factors herein under Item 2 of Part I, Management’s Discussion and Analysis of Financial Condition and Results of Operations.


Part I. Financial Information

Item 1. Financial Statements
Consolidated Balance Sheets
(dollars in thousands)
(unaudited)
 
 
September 30,
2011
 
December 31,
2010
ASSETS
 
 
 
 
Current Assets
 
 
 
 
Cash and cash equivalents
 
$
132,796

 
$
198,756

Investments
 
189,393

 
134,885

Receivables – affiliates
 
10,542

 
11,651

Receivables – other, net of reserve of $190 and $60, respectively
 
8,573

 
9,577

Prepaid expenses
 
16,460

 
15,861

Current deferred tax asset, net
 
4,329

 
1,129

Other current assets
 
1,222

 
1,311

Total current assets
 
363,315

 
373,170

Long-Term Assets
 
 
 
 
Goodwill
 
636,182

 
635,313

Renewable investment advisory rights
 
64,600

 
64,500

Other intangible assets, net of accumulated amortization of $58,274 and $112,502, respectively
 
15,240

 
21,012

Deferred sales commissions, net of accumulated amortization of $5,873 and $57,480, respectively
 
9,903

 
10,317

Property and equipment, net of accumulated depreciation of $47,709 and $41,981, respectively
 
39,139

 
38,516

Other long-term assets
 
16,802

 
10,676

Total long-term assets
 
781,866

 
780,334

Total assets
 
$
1,145,181

 
$
1,153,504

LIABILITIES
 
 
 
 
Current Liabilities
 
 
 
 
Short-term debt – recourse
 
$
42,500

 
$
42,500

Accounts payable and accrued expenses
 
39,882

 
86,191

Accrued compensation and benefits
 
49,088

 
61,129

Other current liabilities
 
54,757

 
24,532

Total current liabilities
 
186,227

 
214,352

Long-Term Liabilities
 
 
 
 
Long-term debt – recourse
 
329,375

 
361,250

Long-term deferred tax liability, net
 
66,910

 
51,380

Other long-term liabilities
 
32,046

 
32,807

Total long-term liabilities
 
428,331

 
445,437

Total liabilities
 
614,558

 
659,789

Commitments and contingencies (Note (15))
 

 

TEMPORARY EQUITY
 
 
 
 
Redeemable noncontrolling interests in subsidiaries
 
519

 
1,543

PERMANENT EQUITY
 
 
 
 
Federated Investors shareholders’ equity
 
 
 
 
Common stock:
 
 
 
 
Class A, no par value, 20,000 shares authorized, 9,000 shares issued and outstanding
 
189

 
189

Class B, no par value, 900,000,000 shares authorized, 129,505,456 shares issued
 
248,047

 
237,208

Additional paid-in capital from treasury stock transactions
 
340

 
135

Retained earnings
 
1,064,552

 
1,036,571

Treasury stock, at cost, 25,748,016 and 25,841,365 shares Class B common stock, respectively
 
(771,817
)
 
(778,609
)
Accumulated other comprehensive loss, net of tax
 
(12,460
)
 
(3,695
)
Total Federated Investors, Inc. shareholders’ equity
 
528,851

 
491,799

Nonredeemable noncontrolling interest in subsidiary
 
1,253

 
373

Total permanent equity
 
530,104

 
492,172

Total liabilities, temporary equity and permanent equity
 
$
1,145,181

 
$
1,153,504

(The accompanying notes are an integral part of these Consolidated Financial Statements.)

3


Consolidated Statements of Income
(dollars in thousands, except per share data)
(unaudited)
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
 
 
2011
 
2010
 
2011
 
2010
Revenue
 
 
 
 
 
 
 
 
Investment advisory fees, net-affiliates
 
$
123,510

 
$
148,051

 
$
400,754

 
$
428,364

Investment advisory fees, net-other
 
15,889

 
15,732

 
47,361

 
45,866

Administrative service fees, net-affiliates
 
54,928

 
53,085

 
163,527

 
161,233

Other service fees, net-affiliates
 
16,056

 
21,788

 
55,790

 
60,160

Other service fees, net-other
 
2,952

 
2,857

 
9,346

 
8,821

Other, net
 
713

 
660

 
1,930

 
2,182

Total revenue
 
214,048

 
242,173

 
678,708

 
706,626

Operating Expenses
 
 
 
 
 
 
 
 
Compensation and related
 
57,930

 
61,387

 
184,819

 
186,469

Distribution
 
54,440

 
68,800

 
176,930

 
190,068

Professional service fees
 
9,437

 
9,401

 
44,171

 
9,596

Office and occupancy
 
6,202

 
5,841

 
18,436

 
16,990

Systems and communications
 
5,825

 
5,362

 
17,131

 
16,996

Advertising and promotional
 
3,887

 
2,724

 
9,889

 
7,480

Travel and related
 
2,809

 
2,692

 
8,501

 
8,005

Intangible asset related
 
1,263

 
3,397

 
6,672

 
16,522

Amortization of deferred sales commissions
 
1,338

 
2,987

 
5,999

 
9,274

Other
 
3,906

 
4,494

 
10,566

 
14,467

Total operating expenses
 
147,037

 
167,085

 
483,114

 
475,867

Operating income
 
67,011

 
75,088

 
195,594

 
230,759

Nonoperating Income (Expenses)
 
 
 
 
 
 
 
 
Investment income, net
 
1,022

 
1,049

 
3,206

 
2,058

(Loss) gain on securities, net
 
(2,293
)
 
3,426

 
515

 
835

Debt expense – recourse
 
(3,972
)
 
(4,958
)
 
(13,187
)
 
(10,196
)
Other, net
 
(83
)
 
(65
)
 
(192
)
 
(310
)
Total nonoperating expenses, net
 
(5,326
)
 
(548
)
 
(9,658
)
 
(7,613
)
Income before income taxes
 
61,685

 
74,540

 
185,936

 
223,146

Income tax provision
 
23,165

 
26,477

 
69,477

 
82,613

Net income including noncontrolling interests in subsidiaries
 
$
38,520

 
$
48,063

 
$
116,459

 
$
140,533

Less: Net income attributable to the noncontrolling interests in subsidiaries
 
200

 
5,007

 
2,495

 
7,820

Net income
 
$
38,320

 
$
43,056

 
$
113,964

 
$
132,713

Amounts attributable to Federated Investors, Inc.
 
 
 
 
 
 
Earnings per common share – Basic and Diluted
 
$
0.37

 
$
0.42

 
$
1.09

 
$
1.27

Cash dividends per share
 
$
0.24

 
$
0.24

 
$
0.72

 
$
1.98

(The accompanying notes are an integral part of these Consolidated Financial Statements.)


4


Consolidated Statements of Changes in Equity
(dollars in thousands)
(unaudited)
 
 
Federated Investors, Inc. Shareholders
 
 
 
 
 
 
 
 
Common
Stock
 
Additional
Paid-in
Capital from
Treasury
Stock
Transactions
 
Retained
Earnings
 
Treasury
Stock
 
Accumulated
Other
Comprehensive
Loss, Net of
Tax
 
Total
Shareholders’
Equity
 
Nonredeemable
Noncontrolling
Interest in
Subsidiary
 
Total
Permanent
Equity
 
Redeemable
Noncontrolling
Interests in
Subsidiaries/
Temporary
Equity
Balance at December 31, 2009
 
$
217,009

 
$
0

 
$
1,105,073

 
$
(795,389
)
 
$
1,514

 
$
528,207

 
$
608

 
$
528,815

 
$
13,913

Net Income
 
0

 
0

 
132,713

 
0

 
0

 
132,713

 
7,420

 
140,133

 
400

Other comprehensive loss, net of tax:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized gain on securities available for sale, net of reclassification adjustment1
 
0

 
0

 
16

 
0

 
890

 
906

 
0

 
906

 
0

Unrealized loss on interest rate swap, net of reclassification adjustment2
 
0

 
0

 
0

 
0

 
(11,947
)
 
(11,947
)
 
0

 
(11,947
)
 
0

Foreign currency translation loss3
 
0

 
0

 
0

 
0

 
(303
)
 
(303
)
 
0

 
(303
)
 
(35
)
Comprehensive Income4
 
 
 
 
 
 
 
 
 
 
 
121,369

 
7,420

 
128,789

 
 
Subscriptions – redeemable noncontrolling interest holders
 
0

 
0

 
0

 
0

 
0

 
0

 
0

 
0

 
7,467

Stock award activity
 
15,472

 
0

 
(8,283
)
 
8,283

 
0

 
15,472

 
0

 
15,472

 
0

Dividends declared/Distributions to noncontrolling interest in subsidiaries
 
0

 
0

 
(203,423
)
 
0

 
0

 
(203,423
)
 
(7,536
)
 
(210,959
)
 
(2,134
)
Exercise of stock options
 
240

 
153

 
(129
)
 
660

 
0

 
924

 
0

 
924

 
0

Purchase of treasury stock
 
0

 
0

 
0

 
(9,289
)
 
0

 
(9,289
)
 
0

 
(9,289
)
 
0

Balance at September 30, 2010
 
$
232,721

 
$
153

 
$
1,025,967

 
$
(795,735
)
 
$
(9,846
)
 
$
453,260

 
$
492

 
$
453,752

 
$
19,611

Balance at December 31, 2010
 
$
237,397

 
$
135

 
$
1,036,571

 
$
(778,609
)
 
$
(3,695
)
 
$
491,799

 
$
373

 
$
492,172

 
$
1,543

Net Income
 
0

 
0

 
113,964

 
0

 
0

 
113,964

 
2,384

 
116,348

 
111

Other comprehensive loss, net of tax:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized loss on securities available for sale, net of reclassification adjustment1
 
0

 
0

 
(3
)
 
0

 
(5,810
)
 
(5,813
)
 
0

 
(5,813
)
 
0

Unrealized loss on interest rate swap, net of reclassification adjustment2
 
0

 
0

 
0

 
0

 
(2,934
)
 
(2,934
)
 
0

 
(2,934
)
 
0

Foreign currency translation loss3
 
0

 
0

 
0

 
0

 
(21
)
 
(21
)
 
0

 
(21
)
 
(3
)
Comprehensive Income4
 
 
 
 
 
 
 
 
 
 
 
105,196

 
2,384

 
107,580

 
 
Subscriptions – redeemable noncontrolling interest holders
 
0

 
0

 
0

 
0

 
0

 
0

 
0

 
0

 
6,511

Deconsolidation
 
0

 
0

 
0

 
0

 
0

 
0

 
0

 
0

 
(7,626
)
Stock award activity
 
14,812

 
(457
)
 
(10,948
)
 
11,428

 
0

 
14,835

 
0

 
14,835

 
0

Dividends declared/Distributions to noncontrolling interest in subsidiaries
 
0

 
0

 
(75,032
)
 
0

 
0

 
(75,032
)
 
(1,504
)
 
(76,536
)
 
(17
)
Stock option activity
 
(3,973
)
 
662

 
0

 
14,468

 
0

 
11,157

 
0

 
11,157

 
0

Purchase of treasury stock
 
0

 
0

 
0

 
(19,104
)
 
0

 
(19,104
)
 
0

 
(19,104
)
 
0

Balance at September 30, 2011
 
$
248,236

 
$
340

 
$
1,064,552

 
$
(771,817
)
 
$
(12,460
)
 
$
528,851

 
$
1,253

 
$
530,104

 
$
519

(The accompanying notes are an integral part of these Consolidated Financial Statements.)
1 
The tax related to this line item was $4,247 and $(662) for the nine months ended September 30, 2011 and 2010, respectively.
2 
The tax related to this line item was $2,107 and $6,433 for the nine months ended September 30, 2011 and 2010, respectively.
3 
The tax related to this line item was $11 and $163 for the nine months ended September 30, 2011 and 2010, respectively.
4 
Comprehensive income for Total Shareholders’ Equity, Nonredeemable Noncontrolling Interest in Subsidiary and Total Permanent Equity was $29,726, $165 and $29,891, respectively, for the three months ended September 30, 2011. Comprehensive income for Total Shareholders’ Equity, Nonredeemable Noncontrolling Interest in Subsidiary and Total Permanent Equity was $42,879, $2,446 and $45,325, respectively, for the three months ended September 30, 2010.

5


Consolidated Statements of Cash Flows
(dollars in thousands)
(unaudited)
 
 
Nine Months Ended
 
 
September 30,
 
 
2011
 
2010
Operating Activities
 
 
 
 
Net income including noncontrolling interest in subsidiaries
 
$
116,459

 
$
140,533

Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities
 
 
 
 
Amortization of deferred sales commissions
 
5,999

 
9,274

Depreciation and other amortization
 
11,301

 
16,074

Share-based compensation expense
 
14,464

 
14,703

Gain on disposal of assets
 
(2,443
)
 
(663
)
Provision for deferred income taxes
 
13,470

 
14,003

Fair-value adjustments for contingent liabilities
 
900

 
0

Tax benefit from share-based compensation
 
128

 
1,536

Excess tax benefits from share-based compensation
 
(1,447
)
 
(2,702
)
Impairment of assets
 
0

 
6,956

Net purchases of trading securities
 
(7,823
)
 
(3,448
)
Deferred sales commissions paid
 
(6,765
)
 
(8,095
)
Contingent deferred sales charges received
 
1,191

 
1,761

Proceeds from sale of certain B-share-related future revenue
 
0

 
1,223

Other changes in assets and liabilities:
 
 
 
 
Decrease (increase) in receivables, net
 
2,495

 
(885
)
Decrease in prepaid expenses and other assets
 
2,680

 
14,426

Decrease in accounts payable and accrued expenses
 
(16,962
)
 
(17,203
)
Increase in income taxes payable
 
1,569

 
1,079

Increase (decrease) in other liabilities
 
9,756

 
(17,581
)
Net cash provided by operating activities
 
144,972

 
170,991

Investing Activities
 
 
 
 
Purchases of securities available for sale
 
(72,108
)
 
(58,202
)
Cash paid for business acquisitions
 
(47,975
)
 
(46,127
)
Cash paid for property and equipment
 
(6,820
)
 
(5,126
)
Cash paid for purchased loans
 
0

 
(44,343
)
Proceeds from disposal of property and equipment
 
0

 
3,298

Proceeds from redemptions of securities available for sale
 
26,795

 
45,402

Net cash used by investing activities
 
(100,108
)
 
(105,098
)
Financing Activities
 
 
 
 
Dividends paid
 
(75,061
)
 
(203,951
)
Purchases of treasury stock
 
(19,867
)
 
(9,289
)
Distributions to noncontrolling interests in subsidiaries
 
(1,521
)
 
(9,670
)
Contributions from noncontrolling interests in subsidiaries
 
6,511

 
7,467

Proceeds from shareholders for share-based compensation
 
15,153

 
683

Excess tax benefits from share-based compensation
 
1,447

 
2,702

Proceeds from new borrowings – recourse
 
0

 
407,000

Proceeds from new borrowings – nonrecourse
 
0

 
271

Payments on debt – recourse
 
(31,875
)
 
(118,625
)
Payments on debt – nonrecourse
 
(3,775
)
 
(7,383
)
Other financing activities
 
(1,836
)
 
(2,866
)
Net cash (used) provided by financing activities
 
(110,824
)
 
66,339

Net (decrease) increase in cash and cash equivalents
 
(65,960
)
 
132,232

Cash and cash equivalents, beginning of period
 
198,756

 
90,452

Cash and cash equivalents, end of period
 
$
132,796

 
$
222,684

(The accompanying notes are an integral part of these Consolidated Financial Statements.)

6


Notes to the Consolidated Financial Statements
(Unaudited)
 
 
 
 

(1) Basis of Presentation

The interim consolidated financial statements of Federated Investors, Inc. and its subsidiaries (collectively, Federated) included herein have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). In the opinion of management, the financial statements reflect all adjustments that are of a normal recurring nature and necessary for a fair presentation of the results for the interim periods presented.

In preparing the financial statements, management is required to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and accompanying notes. Actual results may differ from such estimates, and such differences may be material to the Consolidated Financial Statements.

These financial statements should be read in conjunction with Federated’s Annual Report on Form 10-K for the year ended December 31, 2010. Certain items previously reported have been reclassified to conform to the current period’s presentation.

(2) Significant Accounting Policies

For a listing of Federated’s significant accounting policies, please refer to Federated’s Annual Report on Form 10-K for the year ended December 31, 2010.

(3) Recent Accounting Pronouncements

(a) Fair Value Measurement

On May 12, 2011, the Financial Accounting Standards Board (FASB) issued an update to the accounting standard on fair value measurement. The update amends certain fair value measurement guidance and expands disclosure requirements primarily for fair value measurements utilizing significant unobservable inputs (Level 3) and items not measured at fair value but for which fair value must be disclosed. This update is effective for interim and annual periods beginning after December 15, 2011. Management is currently evaluating the impact this update may have on Federated’s Consolidated Financial Statements but does not expect the impact to be material.

(b) Comprehensive Income

On June 16, 2011, the FASB issued an update to the accounting standard on the presentation of comprehensive income. The update requires presentation of the components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. The update, which does not modify the components of comprehensive income, is effective for interim and annual periods beginning after December 15, 2011. As this update affects disclosure only, the adoption of the update will not impact Federated’s Consolidated Financial Statements.

(c) Intangibles - Goodwill and Other

On September 15, 2011, the FASB issued an update to the accounting standard on intangibles. The update amends guidance on testing goodwill for impairment to permit a qualitative assessment prior to performance of the two-step impairment test. If the result of the qualitative assessment reveals that there are no indicators of impairment, a quantitative calculation would not be required. This update is effective for interim and annual periods beginning after December 15, 2011. Management does not expect the adoption of the update to impact Federated's Consolidated Financial Statements.


7

Notes to the Consolidated Financial Statements (continued)
(Unaudited)
 
 

(4) Business Combinations and Acquisitions

On September 20, 2010, Federated acquired the money market management business of SunTrust Banks, Inc. (SunTrust Acquisition). Pursuant to the definitive agreement signed on July 16, 2010, $14.1 billion of money market assets transitioned to Federated during the third and fourth quarters of 2010. Money market mutual fund assets in nine money market mutual funds managed by SunTrust’s RidgeWorth Capital Management were transitioned into eight existing Federated money market mutual funds with similar investment objectives in connection with a series of closings during the third and fourth quarters of 2010, the first, and most significant of which, occurred on September 20, 2010.

The SunTrust Acquisition included upfront cash payments that totaled $6.6 million. The transaction also includes annual contingent purchase price payments payable in the fourth quarters of each of the five years following the acquisition date. The contingent purchase price payments are calculated as a percentage of revenue less operating expenses directly attributed to certain eligible assets. At September 30, 2011, management estimated contingent payments could total $25 million over five years, however, the actual amount of the contingent payments will vary based on asset levels and related net revenues and is not limited by any maximum amount. A wide range of outcomes for actual payments is possible due to the extent of reasonably possible flow-rate volatility for the assets under management.

The SunTrust Acquisition was accounted for under the acquisition method of accounting. The valuation resulted in total consideration with a fair value of $24.1 million assignable to a single identifiable intangible asset with an indefinite life and recorded in Renewable investment advisory rights on the Consolidated Balance Sheets. This asset is deductible for tax purposes. The valuation results, which were finalized in the first quarter 2011, are reflected in the Consolidated Balance Sheet and the related footnotes as of and for the period ended September 30, 2011. As of September 30, 2011, a liability of $18.4 million representing the estimated fair value of future consideration payments was recorded in Other current liabilities ($5.0 million) and Other long-term liabilities ($13.4 million) (see Note (7)(a) for a discussion regarding the valuation methodology). This liability is remeasured at each reporting date with changes in the fair value recognized in Intangible asset related expense on the Consolidated Statements of Income.

The results of operations for the SunTrust Acquisition were included in Federated’s Consolidated Financial Statements beginning in September 2010 based on the date of the acquisition. The following table summarizes unaudited pro forma financial information assuming the SunTrust Acquisition occurred at the beginning of the period presented. This pro forma financial information is for informational purposes only and is not indicative of future results. In addition, the following pro forma financial information has not been adjusted to reflect lower current levels of assets under management:
 
 
 
(pro forma)
Three Months Ended

 
(pro forma)
Nine Months Ended

(in millions, except per share data)
 
September 30, 2010
 
September 30, 2010
Revenue
 
$
249.8

 
$
735.8

Net income attributable to Federated Investors, Inc.
 
$
45.3

 
$
140.8

 
 
 
 
 
Earnings per share – Basic and Diluted attributable to Federated Investors, Inc.
 
$
0.44

 
$
1.35


The pro forma results include adjustments for the effect of acquisition-related expenses including accretion of interest on the contingent consideration liability and income tax expense.


8

Notes to the Consolidated Financial Statements (continued)
(Unaudited)
 
 

(5) Concentration Risk

Revenue concentration by asset class – Approximately 46% of Federated’s total revenue for the nine months ended September 30, 2011 was attributable to money market assets. A significant change in Federated’s money market business or a significant reduction in money market assets due to regulatory changes, changes in the financial markets including significant increases in interest rates over a short period of time, significant deterioration in investor confidence, further persistent declines in or additional prolonged periods of historically low short-term interest rates and resulting fee waivers or other circumstances, could have a material adverse effect on Federated’s results of operations.

In certain money market funds, the gross yield is not sufficient to cover all of the fund’s normal operating expenses due to historically low short-term interest rates. Since the fourth quarter 2008, Federated has voluntarily waived fees in order for certain funds to maintain positive or zero net yields.

During the nine months ended September 30, 2011, fee waivers in order for certain money market funds to maintain positive or zero net yields totaled $231.7 million and were partially offset by a related reduction in distribution expenses of $170.5 million and net income attributable to noncontrolling interests of $5.5 million such that the net negative pre-tax impact to Federated was $55.7 million. The impact of these fee waivers for the nine months ended September 30, 2011 was more than the impact for the nine months ended September 30, 2010 with $181.6 million in waived fees, $138.9 million in reduced distribution expenses, $0.9 million in reduced net income attributable to noncontrolling interests and a net negative pre-tax impact of $41.8 million. During the third quarter 2011, changes in asset mix as well as further declines in interest rates for certain money market investments caused an increase in these fee waivers. As such, the net negative pre-tax impact of these fee waivers on income for the quarter ended September 30, 2011 ($23.2 million) was more than the impact in the second quarter 2011 ($19.4 million), the first quarter 2011 ($13.1 million), the fourth quarter 2010 ($12.1 million) and the third quarter 2010 ($11.0 million). Management expects the fee waivers and the related reduction in distribution expense and net income attributable to noncontrolling interests will continue at least into 2013. Based on recent market conditions and assuming asset levels remain constant, fee waivers for the fourth quarter 2011 may result in a net negative pre-tax impact on income of approximately $26 million. Increases in short-term interest rates that result in higher yields on securities purchased in money market fund portfolios would reduce the net pre-tax impact of these waivers. Management estimates that an increase of 10 basis points in gross yields on securities purchased in money market fund portfolios will likely reduce the net pre-tax impact of these waivers by about forty percent from the current levels and an increase of 25 basis points would reduce the impact by about seventy percent. The actual amount of future fee waivers could vary significantly from management’s estimates as they are contingent on a number of variables including, but not limited to, available yields on instruments held by the money market funds, changes in assets within the money market funds, actions by the Federal Reserve, the U.S. Department of the Treasury and other governmental entities, changes in expenses of the money market funds, changes in the mix of money market customer assets, Federated’s willingness to continue the fee waivers and changes in the extent to which the impact of the waivers is shared by third parties.

Revenue concentration by product – Approximately 12% and 11% of Federated’s total revenue were derived from services provided to two sponsored funds, the Federated Kaufmann Fund and the Federated Prime Obligations Fund, respectively, for both the three and nine months ended September 30, 2011. A significant and prolonged decline in the assets under management in these funds could have a material adverse effect on Federated’s future revenues and net income.

Revenue concentration by customer – Approximately 9% and 10% of Federated’s total revenue for the three and nine months ended September 30, 2011, respectively, were derived from services provided to one intermediary customer, the Bank of New York Mellon Corporation (including its Pershing subsidiary). Significant changes in Federated’s relationship with this customer could have a material adverse effect on Federated’s future revenues and, to a lesser extent, net income, due to related material reductions to distribution expenses associated with this intermediary.

9

Notes to the Consolidated Financial Statements (continued)
(Unaudited)
 
 


A listing of Federated’s risk factors is included herein under the section entitled Risk Factors under Item 2 of Part I, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

(6) Variable Interest Entities

Federated is involved with various entities in the normal course of business that may be deemed to be voting rights entities or variable interest entities (VIEs). In accordance with Federated’s consolidation accounting policy, Federated first determines whether the entity being evaluated is a voting rights entity or a VIE. Once this determination is made, Federated proceeds with its evaluation of whether or not to consolidate the entity. The disclosures below represent the results of such consolidation evaluation of VIEs pertaining to September 30, 2011 and December 31, 2010.

(a) Consolidated Variable Interest Entities

From time to time, Federated invests in investment companies that meet the definition of a VIE for general corporate investment purposes or, in the case of newly launched sponsored products, in order to provide investable cash thereby allowing the product to establish a performance history. Most of Federated’s sponsored mutual funds meet the definition of a VIE primarily due to the fact that given the funds’ typical series fund structure, the shareholders of each participating portfolio underlying the series fund generally lack the ability as an individual group to make decisions through voting rights regarding the board of directors/trustees of the fund. Federated’s investment in investment companies represents its maximum exposure to loss. As of September 30, 2011 and December 31, 2010, Federated was the sole or majority investor in certain investment companies and was deemed to be the primary beneficiary since Federated’s majority interest would absorb the majority of the variability of the net assets of the VIE. At September 30, 2011, the aggregate assets and liabilities of such entities that Federated consolidated were $51.0 million and $18.7 million, respectively, and Federated recorded $0.5 million to Redeemable noncontrolling interest in subsidiaries on Federated’s Consolidated Balance Sheets. At December 31, 2010, the aggregate assets and liabilities of such entities that Federated consolidated were $27.1 million and $0.2 million, respectively, and Federated recorded $1.5 million to Redeemable noncontrolling interest in subsidiaries on Federated’s Consolidated Balance Sheets. The assets of the investment companies are primarily classified as Investments and Cash and cash equivalents on Federated’s Consolidated Balance Sheets and are restricted for use by the investment company. The liabilities of the investment companies are primarily classified as Other current liabilities on Federated’s Consolidated Balance Sheets and primarily represent unsettled trades and operating liabilities of the entities.

Federated’s conclusion to consolidate an investment company may vary from period to period based on changes in Federated’s percentage interest in the entity resulting from changes in the number of fund shares held by either Federated or third parties. Given that the entities follow investment company accounting, which prescribes fair-value accounting, a deconsolidation generally does not result in gains or losses for Federated. During the nine months ended September 30, 2011, Federated deconsolidated two sponsored mutual funds based on a determination that it no longer was the primary beneficiary of the funds as a result of new subscriptions in fund shares by unrelated third parties. Accordingly, Federated deconsolidated $17.7 million in Investments and $7.6 million in Redeemable noncontrolling interest in subsidiaries on the Consolidated Balance Sheet as of the dates of deconsolidation. There was no gain or loss recorded to the Consolidated Statements of Income for the three and nine months ended September 30, 2011 as a result of deconsolidating these entities. During the fourth quarter of 2010, Federated deconsolidated a sponsored mutual fund based on a determination that it no longer was the primary beneficiary of the fund as a result of new subscriptions in fund shares by unrelated third parties. Accordingly, Federated deconsolidated $22.0 million in Investments and $21.3 million in Redeemable noncontrolling interest in subsidiaries on the Consolidated Balance Sheet as of the date of deconsolidation.

Neither creditors nor equity investors in the investment companies have any recourse to Federated’s general credit. In the ordinary course of business, from time to time, Federated may choose to waive certain fees or assume

10

Notes to the Consolidated Financial Statements (continued)
(Unaudited)
 
 

operating expenses of sponsored investment companies for competitive, regulatory or contractual reasons (see Note (1)(p) of Federated’s Annual Report on Form 10-K for the year ended December 31, 2010). Federated has not provided financial support to any of these entities outside the ordinary course of business.

(b) Non-Consolidated Variable Interest Entities

At September 30, 2011 and December 31, 2010, Federated was involved with certain VIEs in which it held a variable interest but for which it was not the primary beneficiary. The assets and liabilities of these unconsolidated VIEs and Federated’s maximum risk of loss related thereto were as follows:
 
 
 
September 30, 2011
 
December 31, 2010
in millions
 
Unconsolidated
VIE assets
 
Unconsolidated
VIE Liabilities
 
Total
remaining
carrying value
of investment
and maximum
risk of loss
 
Unconsolidated
VIE assets
 
Unconsolidated
VIE Liabilities
 
Total
remaining
carrying value
of investment
and maximum
risk of loss
Investment companies1
 
$
277,285.8

 
$

 
$
270.8

 
$
275,365.1

 
$

 
$
297.0

Collateralized debt obligations2
 
$
2.0

 
$
12.0

 
$

 
$
12.8

 
$
121.6

 
$

Equity investment
 
$
4.6

 
$
0.6

 
$
7.2

 
$
6.4

 
$
2.4

 
$
7.4

 
1 
The unconsolidated VIE assets for the investment companies represent total net assets under management for the related investment companies. Of Federated’s $270.8 million invested in these entities at September 30, 2011, $99.2 million represents investments in money market funds included in Cash and cash equivalents, with the remaining $171.6 million included in Investments on the Consolidated Balance Sheets. Of Federated’s $297.0 million invested in these entities at December 31, 2010, $191.2 million represents investments in money market funds included in Cash and cash equivalents, with the remaining $105.8 million included in Investments on the Consolidated Balance Sheets.
2 
The risk of loss does not include the potential loss associated with related deferred tax assets expiring unutilized.

Investment Companies – Federated's involvement with certain investment companies that are deemed to be VIEs includes servicing as the investment manager, holding a minority investment, or both. Accordingly, Federated is not the primary beneficiary of these VIEs. As a result, Federated’s variable interest is not deemed to absorb the majority of the variability of the entity’s net assets and therefore Federated has not consolidated these entities.

In the ordinary course of business, from time to time, Federated may choose to waive certain fees or assume operating expenses of sponsored investment companies for competitive, regulatory or contractual reasons (see Note (1)(p) of Federated’s Annual Report on Form 10-K for the year ended December 31, 2010). Federated has not provided financial support to any of these entities outside the ordinary course of business.

Collateralized Debt Obligations (CDOs) – At December 31, 2010, Federated acted as the investment manager for two CDOs with assets under management of $12.8 million. Because one of these CDOs unwound in the first quarter 2011, Federated acted as the investment manager for only one CDO with assets under management of $2.0 million as of September 30, 2011. The CDOs met the definition of a VIE due primarily to the lack of unilateral decision making authority of the equity holders. These CDOs were not consolidated at September 30, 2011 or December 31, 2010. CDOs are alternative investment vehicles created for the sole purpose of issuing collateralized debt instruments that offer investors the opportunity for returns that vary with the risk level of their investment. The notes issued by the remaining CDO are partially collateralized by high yield bonds and had an original expected maturity of twelve years. Federated’s variable interests in the remaining CDO is limited to a 25% equity interest and a fixed, asset-based management fee earned prospectively as services are provided. As an equity holder, Federated participates in all rights and obligations to income and expected losses of the CDO on a proportionate basis with all other equity holders. In its role as investment manager, Federated is not entitled to any additional residual return nor is it obligated to absorb any expected losses of the entity. Federated has not provided financial support to the CDO.


11

Notes to the Consolidated Financial Statements (continued)
(Unaudited)
 
 

Federated was not the primary beneficiary of either of these VIEs at September 30, 2011 or at December 31, 2010. Upon consideration of the qualitative model prescribed by the FASB, Federated determined that as of September 30, 2011 and December 31, 2010, neither its equity interest nor its management fee potential could result in Federated receiving benefits or absorbing losses that could potentially be significant to either of these entities. Therefore Federated has not consolidated these entities.

Equity Investment – Federated holds a 12% non-voting, noncontrolling interest in both Dix Hills Partners, LLC, a registered investment adviser and commodity trading adviser, and its affiliate, Dix Hills Associates, LLC (collectively, Dix Hills). Dix Hills is based in Jericho, New York and manages over $800 million in both absolute return and enhanced fixed-income mandates, including a hedge fund strategy and an enhanced cash strategy. Due primarily to the nature of the voting rights of the equity holders, Dix Hills meets the definition of a VIE, however, with its non-voting 12% interest, Federated is not deemed to have power to direct the activities of Dix Hills and therefore is not the primary beneficiary. Federated has not provided financial support to Dix Hills. Federated’s investment in Dix Hills is included in Other long-term assets on the Consolidated Balance Sheets.

(7) Fair Value Measurements

The FASB defines fair value as the price that would be received to sell an asset or the price paid to transfer a liability on the measurement date. As defined, fair value focuses on the exit price in the principal or most advantageous market for the asset or liability in an orderly transaction between willing market participants. The FASB established a fair value reporting hierarchy to maximize the use of observable inputs and defines the three levels of inputs as follows:

Level 1 – Quoted prices for identical instruments in active markets. Level 1 assets and liabilities may include debt securities and equity securities that are traded in an active exchange market.

Level 2 – Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 2 inputs may include observable market data such as closing market prices provided by independent pricing services after considering factors such as the yields or prices of investments of comparable quality, coupon, maturity, call rights and other potential prepayments, terms and type, reported transactions, indications as to values from dealers and general market conditions. In addition, pricing services may determine the fair value of equity securities traded principally in foreign markets when it has been determined that there has been a significant trend in the U.S. equity markets or in index futures trading. Level 2 assets and liabilities may include debt and equity securities, purchased loans and over-the-counter derivative contracts whose fair value is determined using a pricing model without significant unobservable market data inputs.

Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable in active exchange markets.


12

Notes to the Consolidated Financial Statements (continued)
(Unaudited)
 
 

(a) Fair Value Measurements on a Recurring Basis

The following table presents fair value measurements for classes of Federated’s financial assets and liabilities measured at fair value on a recurring basis:
 
 
 
September 30, 2011
 
December 31, 2010
 
 
Fair Value Measurements Using
 
Fair Value Measurements Using
(in thousands)
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
Financial Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
132,796

 
$
0

 
$
0

 
$
132,796

 
$
198,756

 
$
0

 
$
0

 
$
198,756

Available-for-sale equity securities1
 
153,568

 
0

 
0

 
153,568

 
105,724

 
0

 
0

 
105,724

Trading securities – equity1
 
23,493

 
4,660

 
0

 
28,153

 
6,937

 
4,431

 
0

 
11,368

Trading securities – debt1
 
557

 
7,115

 
0

 
7,672

 
10,016

 
7,777

 
0

 
17,793

Foreign currency forward contract2
 
0

 
0

 
0

 
0

 
0

 
68

 
0

 
68

Total financial assets
 
$
310,414

 
$
11,775

 
$
0

 
$
322,189

 
$
321,433

 
$
12,276

 
$
0

 
$
333,709

Financial Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swap3
 
$
0

 
$
16,776

 
$
0

 
$
16,776

 
$
0

 
$
11,734

 
$
0

 
$
11,734

SunTrust Acquisition future consideration payments liability
 
0

 
0

 
18,358

 
18,358

 
0

 
0

 
20,058

 
20,058

Foreign currency forward contract4
 
0

 
181

 
0

 
181

 
0

 
0

 
0

 
0

Total financial liabilities
 
$
0

 
$
16,957

 
$
18,358

 
$
35,315

 
$
0

 
$
11,734

 
$
20,058

 
$
31,792

 
1 
Amount included in Investments on the Consolidated Balance Sheets.
2 
Amount included in Receivables – other on the Consolidated Balance Sheets. Pricing is determined by interpolating a value by utilizing the spot foreign exchange rate and forward points (based on the spot rate and currency interest rate differentials), which are all inputs that are observable in active markets.
3 
Amount included in Other current liabilities on the Consolidated Balance Sheets. Pricing is determined based on a third-party, model-derived valuation in which all significant inputs are observable in active markets including the Eurodollar future rate and yields for three- and thirty-year Treasury securities. See Note (10) for more information regarding the swap.
4 
Amount included in Accounts payable and accrued expenses on the Consolidated Balance Sheets. Pricing is determined by interpolating a value by utilizing the spot foreign exchange rate and forward points (based on the spot rate and currency interest rate differentials), which are all inputs that are observable in active markets.

Between December 31, 2010 and September 30, 2011, there were no significant transfers between Level 1 and Level 2. From time to time, transfers between Level 1 and 2 occur reflecting a change in whether pricing services were used to determine the fair value of equity securities traded principally in foreign markets based upon a determination by management that there had been a significant trend in the U.S. equity markets or in index futures trading after the foreign markets closed or if quoted market prices were used to determine fair values of these equity securities. Transfers into and out of Levels 1 and 2 of the fair value hierarchy are reported at fair values as of the beginning of the period in which the transfers occur.

13

Notes to the Consolidated Financial Statements (continued)
(Unaudited)
 
 


The following table presents a reconciliation of the beginning and ending fair value measurements of Federated’s liability for future consideration payments related to the SunTrust Acquisition (a Level 3 financial liability measured at fair value on a recurring basis):
 
(in thousands)
 
Balance at December 31, 2010
$
20,058

Adjustment to reflect final valuation1
(2,600
)
Changes in fair value2
900

Contingent consideration payments
0

Balance at September 30, 2011
$
18,358

 
1 
As a result of finalizing the valuation relating to the SunTrust Acquisition this adjustment was required to revise the preliminary estimate of fair value.
2 
Amounts included in Intangible asset related expense on the Consolidated Statements of Income.

The liability for future consideration payments related to the SunTrust Acquisition is recorded at fair value in Other current liabilities ($5.0 million) and Other long-term liabilities ($13.4 million) on the Consolidated Balance Sheet as of September 30, 2011. Management estimated the fair value of future consideration payments related to the SunTrust Acquisition based primarily upon expected future cash flows using an income approach valuation methodology with unobservable market data inputs (Level 3). Such inputs included (1) an estimated rate of change for underlying assets under management based on estimated net redemptions or sales; (2) expected net revenue per managed asset based generally on contract terms; and (3) a discount rate estimated at the current market rate of return.

Federated did not hold any nonfinancial assets or liabilities measured at fair value on a recurring basis at September 30, 2011 or December 31, 2010.

(b) Fair Value Measurements on a Nonrecurring Basis

Since 2008, Federated experienced significant declines in the assets under management related to certain quantitative investment products acquired in 2006. The declines in assets under management reflected significant market depreciation as well as investor net redemptions. In light of these declines in assets under management, performance relative to peers and indices and the uncertainty regarding each of these in the future, the carrying values of the related intangible assets were tested for recoverability at various times over the past several years. Management’s quarterly recoverability test of the carrying value of these intangible assets performed as of June 30, 2010 and December 31, 2010 indicated that the carrying values were not fully recoverable. Cash flow projections at June 30, 2010 and December 31, 2010 were lower than previous projections prepared in connection with recoverability testing as a result of actual and projected declines in assets under management in excess of prior estimates. Management estimated the fair value of these intangible assets at June 30, 2010 and December 31, 2010 based primarily upon expected future cash flows using an income approach valuation methodology with unobservable market data inputs (Level 3). Such inputs included (1) an estimated rate of change for underlying assets under management; (2) expected revenue per managed asset; (3) direct operating expenses; and (4) a discount rate. Management estimated a rate of change for underlying assets under management based on a combination of an estimated rate of market appreciation or depreciation and an estimated net redemption or sales rate. Expected revenue per managed asset and direct operating expenses are generally based on contract terms, average market participant data and historical experience. The discount rate was estimated at the current market rate of return. In addition, because of the subjective nature of the projected discounted cash flows, management considered several scenarios and used probability weighting to calculate the expected future cash flows attributable to the intangible assets. The probability-weighted scenarios assumed growth rates in assets under management ranging from -100% to 9% over the cash-flow projection period. As a result of these fair value analyses, during 2010 Federated recorded a $10.2 million impairment charge on the Consolidated Statements of Income, $8.2 million of which was included

14

Notes to the Consolidated Financial Statements (continued)
(Unaudited)
 
 

in Intangible asset related expenses with the remainder in Other operating expenses. The related customer relationship intangible assets were written down to $2.0 million, the noncompete agreement included in Other intangible assets was written down to $0.8 million and the related fixed assets were written down to $0.7 million as of December 31, 2010. Intangible asset amortization expense for future periods was reduced as a result of this impairment. Given the uncertainties regarding future market conditions, the timing and pace of a forecasted recovery and possible prolonged periods of underperformance of the quantitative products compared to peers and indices and the significance of these factors to assets under management, management cannot be certain of the outcome of future undiscounted cash flow analyses for these assets with a remaining net book value of $3.0 million at September 30, 2011.

Federated did not hold any assets or liabilities measured at fair value on a nonrecurring basis that were remeasured at fair value at September 30, 2011.
 
(c) Fair Value Measurements of Other Financial Instruments

The fair value of Federated’s recourse debt is estimated based on the current market rate for debt with similar remaining maturities. Based on this fair value estimate, the carrying value of recourse debt appearing on the Consolidated Balance Sheets approximates fair value.

(8) Investments

Investments on the Consolidated Balance Sheets as of September 30, 2011 and December 31, 2010 included available-for-sale and trading securities. At September 30, 2011 and December 31, 2010, Federated held investments totaling $153.6 million and $105.7 million, respectively, in fluctuating-value mutual funds that were classified as available-for-sale securities. Federated’s trading securities totaled $35.8 million and $29.2 million at September 30, 2011 and December 31, 2010, respectively. Federated consolidates certain investment companies into its Consolidated Financial Statements as a result of Federated’s controlling financial interest in the products (see Note (6)). As a result, all investments held by these investment companies were included in Federated’s Consolidated Balance Sheets as of September 30, 2011 and December 31, 2010 as trading securities. Federated’s trading securities primarily represented foreign mutual fund and debt securities and stocks of large-cap U.S. and international companies.

Available-for-sale securities were as follows:
 
 
September 30, 2011
 
December 31, 2010
 
 
 
 
Gross Unrealized
 
Estimated
Market
 
 
 
Gross Unrealized
 
Estimated
Market
(in thousands)
 
Cost
 
Gains
 
(Losses)
 
Value
 
Cost
 
Gains
 
(Losses)
 
Value
Equity mutual funds
 
$
43,142

 
$
369

 
$
(3,573
)
 
$
39,938

 
$
41,879

 
$
5,200

 
$
(24
)
 
$
47,055

Fixed-income mutual funds
 
114,765

 
430

 
(1,565
)
 
113,630

 
58,143

 
662

 
(136
)
 
58,669

Total fluctuating-value mutual funds
 
$
157,907

 
$
799

 
$
(5,138
)
 
$
153,568

 
$
100,022

 
$
5,862

 
$
(160
)
 
$
105,724


The increase in available-for-sale securities at September 30, 2011 as compared to December 31, 2010, was primarily due to Federated investing $60.0 million of available cash in certain sponsored fixed-income mutual funds during the first nine months of 2011. As of September 30, 2011, unrealized losses of $5.1 million related to equity and fixed-income investments with a fair value of $107.2 million, all of which were outstanding for less than twelve months.

15

Notes to the Consolidated Financial Statements (continued)
(Unaudited)
 
 


The following table presents gains and losses recognized in (Loss) gain on securities, net on the Consolidated Statements of Income in connection with investments and economic derivatives held by certain consolidated investment companies:
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
September 30,
 
September 30,
(in thousands)
 
2011
 
2010
 
2011
 
2010
Unrealized (loss) gain
 
 
 
 
 
 
 
 
Trading securities
 
$
(1,963
)
 
$
2,201

 
$
(1,688
)
 
$
(438
)
Derivatives2
 
(163
)
 
239

 
(270
)
 
363

Realized gains1
 
 
 
 
 
 
 
 
Available-for-sale securities
 
223

 
10

 
2,310

 
35

Trading securities
 
92

 
797

 
704

 
1,986

Derivatives2
 
23

 
297

 
429

 
308

Realized losses1
 
 
 
 
 
 
 
 
Available-for-sale securities
 
0

 
0

 
0

 
(2
)
Trading securities
 
(214
)
 
(58
)
 
(529
)
 
(682
)
Derivatives2
 
(291
)
 
(60
)
 
(441
)
 
(735
)
(Loss) gain on securities, net3
 
$
(2,293
)
 
$
3,426

 
$
515

 
$
835

 
1 
Realized gains and losses are computed on a specific-identification basis.
2 
These items relate to the settlement of economic derivatives held by certain consolidated sponsored products.
3  (Loss) gain on securities, net related to consolidated investment companies totaled $(2.3) million and $2.6 million for the three months ended September 30, 2011 and 2010, respectively, and $(1.7) million and $0.1 million for the nine months ended September 30, 2011 and 2010, respectively.

(9) Other Current Liabilities

Federated’s Other current liabilities at September 30, 2011 included an accrual of $18.0 million representing a subscription payable for securities purchased by a consolidated investment company but for which the trade had not settled as of September 30, 2011, $16.8 million related to an interest rate swap (see Note (10) for additional information) and $5.0 million for the short-term portion of the SunTrust Acquisition future consideration payments liability (see Note (4) for additional information). Also included in Other current liabilities at September 30, 2011 was $10.0 million related to insurance proceeds for claims submitted to cover costs associated with various legal proceedings. Federated is involved in legal proceedings with certain insurance carriers to, among other things, retain these insurance reimbursements. In the event that Federated does not prevail, it will be required to repay all or a portion of these advance payments. Because the outcome of this claim is uncertain at this time, Federated recorded the advance payments as a liability and will continue to evaluate the contingency until it is resolved.

Federated’s Other current liabilities at December 31, 2010 included an accrual of $11.7 million related to the aforementioned interest rate swap and $5.3 million for the short-term portion of the SunTrust Acquisition future consideration payments liability.



16

Notes to the Consolidated Financial Statements (continued)
(Unaudited)
 
 

(10) Recourse Debt and Interest Rate Swap

Recourse debt consisted of the following:
  
 
Weighted-Average Interest Rates
 
September 30, 2011
 
December 31, 2010
(dollars in thousands)
 
20111
 
20102
 
Term Loan3
 
3.646
%
 
4.396
%
 
$
371,875

 
$
403,750

Less: Short-term debt – recourse
 
 
 
 
 
42,500

 
42,500

Long-term debt – recourse
 
 
 
 
 
$
329,375

 
$
361,250


1 
As of September 30, 2011. See additional information below regarding the interest rate fixed at 3.646% in connection with an interest rate swap, which expires on April 1, 2015.
2