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Federated Investors 10-Q 2013

Documents found in this filing:

  1. 10-Q
  2. Ex-31.1
  3. Ex-31.2
  4. Ex-32
  5. Ex-32
FII-2013.6.30-10Q
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 June 30, 2013
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 July 23, 2013, the Registrant had outstanding 9,000 shares of Class A Common Stock and 104,630,721 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 levels and business mix; levels of revenues, losses and net income; 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 management's expectations regarding borrowing, legal, compliance and other professional services expenses and liquidity; future principal uses of cash; performance indicators; impact of accounting policies and new accounting pronouncements; concentration risk; indemnification obligations; the timing and impact of increased regulation including rule proposals by the Securities and Exchange Commission affecting money market funds or action taken by the Board of Governors of the Federal Reserve System, the Financial Stability Oversight Council or other U.S. or foreign government entities; the level of and prospect for increased distribution-related expenses; management’s expectations regarding fee rates, as well as fee waivers and expense reimbursements, the level of and timing and degree of changes in interest rates, the impact of interest rates on such waivers/reimbursements and the impact of such waivers/reimbursements on revenues and net income; the ability to raise additional capital; management's expectations regarding the value of the interest rate swap and certain other investments, potential losses associated with investments and the timing of the redemption of certain investments; possible impairment charges and other charges for losses and expenses, and the various items set forth under the section entitled Risk Factors included in Federated’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 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 Investors, Inc. and its subsidiaries (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, asset levels and business mix, which may cause a decline in revenues and net income, result in impairments and increase the amount of fee waivers or expense reimbursements 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, 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 and potential increased legal, compliance and other professional service expenses stemming from additional regulation. 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 fair 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 increased scrutiny of the mutual fund industry by federal and state regulators and any 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 included in Federated’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.



Part I. Financial Information

Item 1. Financial Statements
Consolidated Balance Sheets
(dollars in thousands)
(unaudited)
 
 
June 30,
2013
 
December 31,
2012
ASSETS
 
 
 
 
Current Assets
 
 
 
 
Cash and cash equivalents
 
$
87,394

 
$
67,585

Investments—affiliates
 
120,041

 
136,023

Investments—consolidated investment companies
 
90,813

 
51,073

Investments—other
 
4,697

 
3,947

Receivables, net of reserve of $36 and $50, respectively
 
23,732

 
24,120

Prepaid expenses
 
19,602

 
12,986

Other current assets
 
4,959

 
4,328

Total current assets
 
351,238

 
300,062

Long-Term Assets
 
 
 
 
Goodwill
 
648,824

 
648,820

Renewable investment advisory rights
 
68,455

 
68,455

Other intangible assets, net of accumulated amortization of $45,580 and $44,224, respectively
 
9,226

 
10,582

Property and equipment, net of accumulated depreciation of $54,308 and $50,910, respectively
 
40,921

 
38,912

Other long-term assets
 
23,542

 
23,230

Total long-term assets
 
790,968

 
789,999

Total assets
 
$
1,142,206

 
$
1,090,061

LIABILITIES
 
 
 
 
Current Liabilities
 
 
 
 
Short-term debt
 
$
42,500

 
$
42,500

Accounts payable and accrued expenses
 
40,625

 
45,255

Accrued compensation and benefits
 
40,037

 
68,172

Other current liabilities
 
23,164

 
25,207

Total current liabilities
 
146,326

 
181,134

Long-Term Liabilities
 
 
 
 
Long-term debt
 
255,000

 
276,250

Long-term deferred tax liability, net
 
112,891

 
99,399

Other long-term liabilities
 
23,327

 
29,334

Total long-term liabilities
 
391,218

 
404,983

Total liabilities
 
537,544

 
586,117

Commitments and contingencies (Note (12))
 

 

TEMPORARY EQUITY
 
 
 
 
Redeemable noncontrolling interest in subsidiaries
 
69,539

 
7,268

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
 
284,878

 
273,697

Retained earnings
 
1,006,271

 
984,505

Treasury stock, at cost, 24,874,735 and 25,064,280 shares Class B common stock, respectively
 
(754,194
)
 
(760,022
)
Accumulated other comprehensive loss, net of tax
 
(2,343
)
 
(2,937
)
Total Federated Investors, Inc. shareholders’ equity
 
534,801

 
495,432

Nonredeemable noncontrolling interest in subsidiary
 
322

 
1,244

Total permanent equity
 
535,123

 
496,676

Total liabilities, temporary equity and permanent equity
 
$
1,142,206

 
$
1,090,061

(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
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2013

 
2012

 
2013

 
2012

Revenue
 
 
 
 
 
 
 
 
Investment advisory fees, net—affiliates
 
$
126,897

 
$
137,634

 
$
259,025

 
$
271,152

Investment advisory fees, net—other
 
20,618

 
16,733

 
39,253

 
32,562

Administrative service fees, net—affiliates
 
55,253

 
54,986

 
112,081

 
112,278

Other service fees, net—affiliates
 
16,747

 
18,981

 
32,934

 
38,624

Other service fees, net—other
 
3,109

 
3,026

 
6,253

 
6,039

Other, net
 
1,182

 
772

 
2,231

 
1,758

Total revenue
 
223,806

 
232,132

 
451,777

 
462,413

Operating Expenses
 
 
 
 
 
 
 
 
Compensation and related
 
67,855

 
65,215

 
134,792

 
129,280

Distribution
 
53,809

 
62,328

 
112,048

 
124,021

Professional service fees
 
9,293

 
9,932

 
18,137

 
20,240

Office and occupancy
 
6,543

 
6,119

 
12,975

 
12,371

Systems and communications
 
6,087

 
6,773

 
12,710

 
13,084

Advertising and promotional
 
3,936

 
3,316

 
7,358

 
6,244

Travel and related
 
3,533

 
3,336

 
6,219

 
6,087

Intangible asset related
 
654

 
822

 
1,417

 
843

Other
 
6,068

 
5,271

 
11,894

 
10,876

Total operating expenses
 
157,778

 
163,112

 
317,550

 
323,046

Operating income
 
66,028

 
69,020

 
134,227

 
139,367

Nonoperating Income (Expenses)
 
 
 
 
 
 
 
 
Investment income, net
 
1,708

 
1,520

 
3,243

 
2,816

Gain on securities, net
 
2,351

 
752

 
5,244

 
2,802

Debt expense
 
(3,137
)
 
(3,690
)
 
(6,390
)
 
(7,401
)
Other, net
 
(30
)
 
(128
)
 
(70
)
 
(166
)
Total nonoperating income (expenses), net
 
892

 
(1,546
)
 
2,027

 
(1,949
)
Income before income taxes
 
66,920

 
67,474

 
136,254

 
137,418

Income tax provision
 
25,059

 
24,401

 
49,705

 
49,938

Net income including noncontrolling interests in subsidiaries
 
41,861

 
43,073

 
86,549

 
87,480

Less: Net income attributable to the noncontrolling interests in subsidiaries
 
1,453

 
2,663

 
3,147

 
4,745

Net income
 
$
40,408

 
$
40,410

 
$
83,402

 
$
82,735

Amounts attributable to Federated Investors, Inc.
 
 
 
 
 
 
 
Earnings per common share—Basic and Diluted
 
$
0.39

 
$
0.39

 
$
0.80

 
$
0.80

Cash dividends per share
 
$
0.24

 
$
0.24

 
$
0.48

 
$
0.48

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


4


Consolidated Statements of Comprehensive Income
(dollars in thousands)
(unaudited)
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
 
 
2013

 
2012

 
2013

 
2012

Net income including noncontrolling interests in subsidiaries
 
$
41,861

 
$
43,073

 
$
86,549

 
$
87,480

 
 
 
 
 
 
 
 
 
Other comprehensive income, net of tax
 
 
 
 
 
 
 
 
Permanent equity
 
 
 
 
 
 
 
 
Unrealized gain (loss) on interest rate swap
 
11

 
(637
)
 
(6
)
 
(1,417
)
  Reclassification adjustment related to interest rate swap
 
1,043

 
1,136

 
2,109

 
2,360

Unrealized (loss) gain on securities available for sale
 
(1,389
)
 
(1,209
)
 
1,604

 
3,052

  Reclassification adjustment related to securities available for sale
 
(1,302
)
 
(958
)
 
(2,812
)
 
(1,248
)
Foreign currency items
 
(270
)
 
(368
)
 
(301
)
 
(351
)
Temporary equity
 
 
 
 
 
 
 
 
Foreign currency translation loss
 
(1
)
 
(303
)
 
(36
)
 
(279
)
Other comprehensive (loss) income
 
(1,908
)
 
(2,339
)
 
558

 
2,117

Comprehensive income including noncontrolling interests in subsidiaries
 
39,953

 
40,734

 
87,107

 
89,597

Less: Comprehensive income (loss) attributable to redeemable noncontrolling interest in subsidiaries
 
250

 
(280
)
 
253

 
(242
)
Less: Comprehensive income attributable to nonredeemable noncontrolling interest in subsidiary
 
1,202

 
2,640

 
2,858

 
4,708

Comprehensive income attributable to Federated Investors, Inc.
 
$
38,501

 
$
38,374

 
$
83,996

 
$
85,131

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



5


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
Interest in
Subsidiaries/
Temporary
Equity
Balance at December 31, 2011
 
$
253,139

 
$
0

 
$
1,069,913

 
$
(772,481
)
 
$
(8,612
)
 
$
541,959

 
$
718

 
$
542,677

 
$
506

Net income
 
0

 
0

 
82,735

 
0

 
0

 
82,735

 
4,708

 
87,443

 
37

Other comprehensive income (loss), net of tax
 
0

 
0

 
0

 
0

 
2,396

 
2,396

 
0

 
2,396

 
(279
)
Subscriptions—redeemable noncontrolling interest holders
 
0

 
0

 
0

 
0

 
0

 
0

 
0

 
0

 
14,107

Stock award activity
 
10,487

 
7

 
(7,653
)
 
7,655

 
0

 
10,496

 
0

 
10,496

 
0

Dividends declared/Distributions to noncontrolling interest in subsidiaries
 
0

 
0

 
(49,901
)
 
0

 
0

 
(49,901
)
 
(4,318
)
 
(54,219
)
 
(12,486
)
Purchase of treasury stock
 
0

 
0

 
0

 
(2,259
)
 
0

 
(2,259
)
 
0

 
(2,259
)
 
0

Balance at June 30, 2012
 
$
263,626

 
$
7

 
$
1,095,094

 
$
(767,085
)
 
$
(6,216
)
 
$
585,426

 
$
1,108

 
$
586,534

 
$
1,885

Balance at December 31, 2012
 
$
273,886

 
$
0

 
$
984,505

 
$
(760,022
)
 
$
(2,937
)
 
$
495,432

 
$
1,244

 
$
496,676

 
$
7,268

Net income
 
0

 
0

 
83,402

 
0

 
0

 
83,402

 
2,858

 
86,260

 
289

Other comprehensive income (loss), net of tax
 
0

 
0

 
0

 
0

 
594

 
594

 
0

 
594

 
(36
)
Subscriptions—redeemable noncontrolling interest holders
 
0

 
0

 
0

 
0

 
0

 
0

 
0

 
0

 
9,839

Consolidation
 
0

 
0

 
0

 
0

 
0

 
0

 
0

 
0

 
54,919

Stock award activity
 
11,181

 
0

 
(11,314
)
 
11,314

 
0

 
11,181

 
0

 
11,181

 
0

Dividends declared/Distributions to noncontrolling interest in subsidiaries
 
0

 
0

 
(50,192
)
 
0

 
0

 
(50,192
)
 
(3,780
)
 
(53,972
)
 
(2,740
)
Purchase of treasury stock
 
0

 
0

 
0

 
(5,486
)
 
0

 
(5,486
)
 
0

 
(5,486
)
 
0

Other
 
0

 
0

 
(130
)
 
0

 
0

 
(130
)
 
0

 
(130
)
 
0

Balance at June 30, 2013
 
$
285,067

 
$
0

 
$
1,006,271

 
$
(754,194
)
 
$
(2,343
)
 
$
534,801

 
$
322

 
$
535,123

 
$
69,539

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




6


Consolidated Statements of Cash Flows
(dollars in thousands)
(unaudited)
 
 
Six Months Ended
 
 
June 30,
 
 
2013

 
2012

Operating Activities
 
 
 
 
Net income including noncontrolling interests in subsidiaries
 
$
86,549

 
$
87,480

Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities
 
 
 
 
Amortization of deferred sales commissions
 
4,387

 
3,415

Depreciation and other amortization
 
4,995

 
5,310

Share-based compensation expense
 
10,758

 
10,382

Gain on disposal of assets
 
(5,579
)
 
(1,790
)
Provision for deferred income taxes
 
13,312

 
13,798

Fair-value adjustments for contingent liabilities
 
(47
)
 
(1,000
)
Tax benefit from share-based compensation
 
438

 
108

Excess tax benefits from share-based compensation
 
(780
)
 
(762
)
Net purchases of trading securities
 
(4,661
)
 
(2,279
)
Deferred sales commissions paid
 
(6,495
)
 
(6,044
)
Contingent deferred sales charges received
 
783

 
752

Other changes in assets and liabilities:
 
 
 
 
Increase in receivables, net
 
(7
)
 
(3,082
)
(Increase) decrease in prepaid expenses and other assets
 
(1,882
)
 
550

Decrease in accounts payable and accrued expenses
 
(36,019
)
 
(23,250
)
Increase (decrease) in other liabilities
 
1,727

 
(298
)
Net cash provided by operating activities
 
67,479

 
83,290

Investing Activities
 
 
 
 
Purchases of securities available for sale
 
(21,756
)
 
(29,784
)
Cash paid for business acquisitions
 
(3,365
)
 
(6,417
)
Proceeds from redemptions of securities available for sale
 
55,810

 
69,543

Cash paid for property and equipment
 
(5,986
)
 
(3,684
)
Net cash provided by investing activities
 
24,703

 
29,658

Financing Activities
 
 
 
 
Dividends paid
 
(50,208
)
 
(49,904
)
Purchases of treasury stock
 
(4,667
)
 
(2,558
)
Distributions to noncontrolling interest in subsidiaries
 
(6,520
)
 
(16,804
)
Contributions from noncontrolling interest in subsidiaries
 
9,839

 
13,099

Proceeds from shareholders for share-based compensation
 
0

 
9

Excess tax benefits from share-based compensation
 
780

 
762

Payments on debt
 
(21,250
)
 
(21,250
)
Other financing activities
 
(347
)
 
(328
)
Net cash used by financing activities
 
(72,373
)
 
(76,974
)
Net increase in cash and cash equivalents
 
19,809

 
35,974

Cash and cash equivalents, beginning of period
 
67,585

 
49,273

Cash and cash equivalents, end of period
 
$
87,394

 
$
85,247

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

7


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, 2012. 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, 2012.

(3) Recent Accounting Pronouncements
Comprehensive Income
Effective January 1, 2013, Federated adopted a Financial Accounting Standards Board (FASB) accounting standards update relating to the presentation of comprehensive income. The update requires disclosure of the changes in accumulated other comprehensive income balances by component as well as additional disclosure related to amounts reclassified out of accumulated other comprehensive income. See Note (13) for this new disclosure. As the update affected disclosure only, the adoption of the update did not have a financial impact on Federated’s Consolidated Financial Statements.

Investment Companies
On June 7, 2013, the FASB issued a final accounting standards update amending the criteria for an entity to qualify as an investment company under GAAP. Any entity regulated under the Investment Company Act of 1940 is automatically an investment company under the new definition. The update also amends certain disclosure requirements and measurement criteria. The update is effective for interim and annual reporting periods in fiscal years beginning after December 15, 2013 and prohibits early adoption. Management is currently evaluating the impact of adoption on Federated's financial statement but does not expect the impact to be material.

(4) Concentration Risk

(a) Revenue Concentration by Asset Class

The following table summarizes the percentage of total revenue earned from Federated's asset classes for the periods presented:
 
 
Six Months Ended
 
 
June 30,
 
 
2013

 
2012

Money market assets
 
42
%
 
47
%
Equity assets
 
34
%
 
31
%
Fixed-income assets
 
23
%
 
21
%

The decline in the relative proportion of Federated's revenue attributable to money market assets for the first six months of 2013 as compared to the same period in 2012 was primarily the result of increases in fee waivers for certain money market funds to maintain positive or zero net yields. A significant change in Federated’s money market business or a significant reduction in

8

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

money market assets due to regulatory changes, changes in the financial markets including significant and rapid increases in interest rates over a short period of time causing certain investors to prefer direct investments in interest-bearing securities, 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.

Current Regulatory Environment - Domestic
In January 2010, the Securities and Exchange Commission (SEC) adopted extensive amendments to Rule 2a-7 of the Investment Company Act of 1940 (Rule 2a-7) aimed at enhancing the resiliency of money market funds. These amendments included a series of enhancements including rules that require all money market funds to meet specific portfolio liquidity standards and rules that significantly enhance the public disclosure and regulatory reporting obligations of these funds. In Federated's view, the amendments of 2010 meaningfully and sufficiently strengthened money market funds. Recent experience demonstrated that the amendments of 2010 were effective in meeting heightened requests for redemptions occurring in connection with the U.S. credit rating downgrade in 2011 and the ongoing European debt crisis.
Since then, the SEC undertook another project to develop a proposal for additional reforms related to money market funds. On June 5, 2013, the SEC issued such a rule proposal for public comment. The SEC's proposal is lengthy (approximately 700 pages) and includes two principal alternative reforms that could be adopted alone or in combination. One alternative would require a floating net asset value (NAV) for institutional prime money market funds. The other alternative would allow the funds' boards to use liquidity fees and redemption gates when a fund fails to maintain the prescribed liquidity threshold. In addition, in the case of either alternative, the proposal would eliminate the amortized cost method of valuation of securities maturing in more than 60 days while permitting the use of the penny rounding method to maintain a stable share price for money market funds not required to have a floating NAV. The proposal also includes additional diversification and disclosure measures that would apply under either alternative.
Although Federated supports redemption gates and liquidity fees in certain contexts, Federated believes the floating NAV, if enacted, would significantly reduce the utility and attractiveness of money market funds for investors who, in Federated's view, value money market funds in their current form as an efficient and effective cash management investment product offering daily liquidity at par. The elimination of the amortized cost method of valuation of securities also could impact the usefulness of money market funds as a cash management product. If ultimately enacted, the floating NAV would be detrimental to Federated's money market fund business and could materially and adversely affect Federated's operations. The elimination of the amortized cost method of valuation of securities, if ultimately enacted, also could be detrimental to Federated's money market fund business and could materially and adversely affect Federated's operations.
Management is carefully reviewing the SEC proposal and plans to actively participate both individually and with industry groups in the public comment process. The public comment period currently runs through September 17, 2013, and management does not expect final rules to be adopted prior to 2014 given, among other things, the number of anticipated industry comments and the complexity of the proposed rule amendments. Federated is unable to assess the degree of any potential impact the SEC proposed reforms may have on its business and operations until the final version of any rule amendment are known, as the final amendments could vary significantly from the form in which proposed. Moreover, the SEC's proposal also contemplates that, once the final amendments become effective, there would be staggered compliance dates: (1) if the fluctuating NAV alternative is adopted, an additional two years after the effective date for any reforms relating to that alternative; (2) if the liquidity fee and redemption gate alternative is adopted, an additional one year after the effective date for any reforms relating to that alternative; and (3) any reforms not specifically related to either the fluctuating NAV nor liquidity fee and redemption gate alternatives would have a compliance date of nine months after the final amendments become effective.
The Financial Stability Oversight Council (FSOC) may recommend new or heightened regulation for “nonbank financial companies” under Section 120 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act). On April 3, 2013, the Board of Governors of the Federal Reserve System (the Governors) issued a final regulation, which became effective on May 6, 2013, that defines the term “predominantly engaged in financial activities” for purposes of identifying “nonbank financial companies” under the Dodd-Frank Act. In the adopting release for the regulation, the Governors stated that it believes “that it is clear that open-end investment companies, such as mutual funds including money market funds,  . . . engage in financial activities.” Federated is unable to assess whether, or the degree to which, any of Federated's sponsored investment companies, including money market funds, could ultimately be designated a nonbank financial company by FSOC. In management's view, the issuance of the final regulation is, and any reforms ultimately put into effect would be, detrimental to Federated's money market fund business and could materially and adversely affect Federated's operations. Federated is unable

9

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

to assess the degree of any potential impact any reforms or other actions by the Governors, FSOC or other governmental entities may have on its business or operations at this time.
Current Regulatory Environment - International
European-based money market funds face regulatory reform pressure in Europe similar to that faced in the U.S. The European Commission has reportedly prepared a draft reform proposal which could include a floating NAV for money market funds and/or capital requirements. The European Commission has announced its intention to release its proposed money market fund reform proposal on September 4, 2013.
The financial transactions tax (FTT) proposal that is being developed by eleven European countries is not expected to be agreed upon in 2013 as the participating countries continue to debate its scope, the allocation of taxes collected and certain other fundamental principles. Once agreed, final terms of the proposed FTT also will be subject to additional government approval prior to enactment. 

European money market reform and the imposition of the FTT, particularly with its initially proposed broad application, would each be detrimental to Federated's fund business and could materially and adversely affect Federated's operations. Federated is unable to assess the degree of any potential impact that European money market reform proposals or the FTT may have on its business and operations until such proposals are issued or the FTT is enacted.
Historically Low Short-Term Interest Rates
For several years, the Governors have kept the near-zero federal funds rate unchanged and short-term interest rates continue at all-time low levels. In certain money market funds, the gross yield earned by the fund is not sufficient to cover all of the fund’s operating expenses due to these 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. These fee waivers have been partially offset by related reductions in distribution expense and net income attributable to noncontrolling interests as a result of Federated's mutual understanding and agreement with third-party intermediaries to share the impact of the waivers.

These voluntary fee waivers are calculated as a percent of assets under management (AUM or managed assets) in certain money market funds and thus will vary dependent upon the asset levels in such funds. In addition, the level of waivers are dependent on several other factors including, but not limited to, available yields on instruments held by the money market funds, changes in expenses of the money market funds and changes in the mix of money market assets. In any given period, a combination of these factors drives the amount of fee waivers necessary in order for certain funds to maintain positive or zero net yields. As an isolated variable, an increase in yields on instruments held by the money market funds will cause the pre-tax impact of fee waivers to decrease. Conversely, as an isolated variable, an increase in expenses of the money market fund would cause the pre-tax impact of fee waivers to increase.

With regard to asset mix, changes in the relative amount of money market fund assets in prime and government money market funds as well as the distribution among certain share classes that vary in pricing structure will impact the level of fee waivers. Generally, prime money market funds waive less than government money market funds as a result of higher gross yields on the underlying investments. As such, as an isolated variable, an increase in the relative proportion of average managed assets invested in prime money market funds as compared to total average money market fund assets should typically result in lower waivers to maintain positive or zero net yields. Conversely, the opposite would also be true.


10

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

The impact of such fee waivers on various components of Federated's Consolidated Statements of Income was as follows for the periods presented:
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
(in millions)
 
2013

 
2012

 
2013

 
2012

Revenue
 
$
(91.9
)
 
$
(70.3
)
 
$
(179.3
)
 
$
(150.7
)
Less: Reduction in Distribution expense
 
66.9

 
53.1

 
131.7

 
110.6

Operating income
 
(25.0
)
 
(17.2
)
 
(47.6
)
 
(40.1
)
Less: Reduction in Noncontrolling interest
 
1.3

 
0.0

 
2.1

 
0.6

Pre-tax impact
 
$
(23.7
)
 
$
(17.2
)
 
$
(45.5
)
 
$
(39.5
)

The negative pre-tax impact of fee waivers to maintain positive or zero net yields on certain money market funds increased for both the three and six months ended June 30, 2013 as compared to the same periods in 2012 primarily as a result of lower yields on instruments held by the money market funds.
Based on recent commentary from the Governors in its June 19, 2013 press release, “a highly accommodative stance of monetary policy will remain appropriate for a considerable time…,” Federated is unable to predict when the Governors will increase its target for the federal funds rate. As such, fee waivers to maintain positive or zero net yields on certain money market funds and the related reduction in distribution expense and net income attributable to noncontrolling interests could continue for the foreseeable future. Assuming asset levels and mix remain constant and based on recent market conditions, fee waivers for the third quarter 2013 may result in a negative pre-tax impact on income of approximately $28 million. See Management's Discussion and Analysis for additional information on management’s expectations regarding fee waivers. While the level of fee waivers are impacted by various factors, increases in short-term interest rates that result in higher yields on securities purchased in money market fund portfolios would reduce the negative pre-tax impact of these waivers. The actual amount of future fee waivers are contingent on a number of variables including, but not limited to, changes in assets within the money market funds, available yields on instruments held by the money market funds, actions by the Governors, the U.S. Department of the Treasury, the SEC, FSOC 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. 

(b) Revenue Concentration by Investment Fund

A significant portion of Federated's total revenue for both the three- and six-month periods ended June 30, 2013 was derived from services provided to two sponsored funds, the Federated Kaufmann Fund (11% and 10% for the three- and six-month periods ended June 30, 2013, respectively) and the Federated Prime Obligations Fund (10% for both the three- and six-month periods ended June 30, 2013). A significant and prolonged decline in the AUM in these funds could have a material adverse effect on Federated’s future revenues and, to a lesser extent, net income, due to a related reduction to distribution expenses associated with these funds.

A listing of Federated’s risk factors is included in Federated’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

(5) Variable Interest Entities

Federated is involved with various entities in the normal course of business that may be deemed to be voting rights entities (VREs) or variable interest entities (VIEs). In accordance with Federated’s consolidation accounting policy, Federated first determines whether the entity being evaluated is a VRE 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 evaluations pertaining to June 30, 2013 and December 31, 2012.

(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 products, in order to provide investable cash to establish a performance

11

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

history. Most of Federated’s sponsored investment companies meet the definition of a VIE primarily due to their typical series fund structure in which 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. Federated’s conclusion to consolidate an investment company may vary from period to period, most commonly as a result of changes in its percentage interest in the entity resulting from changes in the number of 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.

As of June 30, 2013 and December 31, 2012, Federated was deemed to be the primary beneficiary of and therefore consolidated several investment companies as a result of its majority ownership interest in the investment companies. In addition, during the first quarter 2013, Federated began consolidating a sponsored offshore money market fund for which it was deemed to be the primary beneficiary as a result of a vote by the fund board of directors to unwind the fund in the near term and the expectation that Federated will absorb the remaining net operating expenses of the fund. The remaining net operating expenses to be absorbed by Federated are estimated at $50 thousand.

The following table presents the balances related to the consolidated investment companies that were included on the Consolidated Balance Sheets as well as Federated's net interest in the investment companies for each period presented:
(in millions)
 
June 30, 2013

 
December 31, 2012

Cash and cash equivalents
 
$
1.9

 
$
1.0

Investments—consolidated investment companies
 
90.8

 
51.1

Receivables
 
0.2

 
0.7

Less: Liabilities
 
1.3

 
2.0

Less: Redeemable noncontrolling interest in subsidiaries
 
69.5

 
7.3

Federated's net interest in consolidated investment companies
 
$
22.1

 
$
43.5


Federated's net interest in the consolidated investment companies of $22.1 million and $43.5 million at June 30, 2013 and December 31, 2012, respectively, represents the value of Federated's economic ownership interest in these sponsored investment companies. The assets of the consolidated investment companies are restricted for use by the respective investment company. The liabilities of the consolidated investment companies primarily represent operating liabilities of the entities and, in the case of one fund, investments sold short and are primarily classified as Other current liabilities on Federated’s Consolidated Balance Sheets.

During the six-month period ended June 30, 2013, Federated deconsolidated a 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 $27.3 million in Investments—consolidated investment companies and $12.5 million in Redeemable noncontrolling interest in subsidiaries on the Consolidated Balance Sheet as of the date of deconsolidation. There was no impact to the Consolidated Statements of Income during the three and six months ended June 30, 2013 as a result of deconsolidation. Federated did not deconsolidate any investment companies during the six-month period ended June 30, 2012.

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 operating expenses of sponsored investment companies for competitive, regulatory or contractual reasons (see Note (1)(o) of Federated’s Annual Report on Form 10-K for the year ended December 31, 2012 for information regarding fee waivers). Federated has not provided financial support to any of these entities outside the ordinary course of business.


12

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

(b) Non-Consolidated Variable Interest Entities

At June 30, 2013 and December 31, 2012, Federated was involved with certain VIEs in which it held a variable interest but for which it was not the primary beneficiary. Federated’s investment and maximum risk of loss related to these unconsolidated VIEs were as follows:
 
 
June 30, 2013
 
December 31, 2012
(in millions)
 
 
Total remaining carrying value of investment and maximum risk of loss
 
 
Total remaining carrying value of investment and maximum risk of loss
Investment companies1, 2
 
 
$
195.4

 
 
$
193.7

Equity investment3
 
 
$
3.8

 
 
$
3.8

1 
AUM for these unconsolidated investment companies totaled $272.3 billion and $295.4 billion at June 30, 2013 and December 31, 2012, respectively.
2 
Accounts receivable from sponsored investment companies for advisory and other services totaled $12.0 million and $11.6 million at June 30, 2013 and December 31, 2012, respectively.
3 
Total assets and liabilities of the equity investment were $2.1 million and $0.1 million, respectively, at June 30, 2013 and $2.8 million and $0.3 million, respectively, at December 31, 2012.
    
Investment Companies – Federated's involvement with certain investment companies that are deemed to be VIEs includes serving as the investment manager, or at times, holding a minority interest or both. Federated’s variable interest is not deemed to absorb the majority of the variability of the entity’s net assets. Therefore, Federated is not the primary beneficiary of these VIEs and 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 these sponsored investment companies for competitive, regulatory or contractual reasons (see Note (1)(o) of Federated’s Annual Report on Form 10-K for the year ended December 31, 2012 for information regarding fee waivers). Federated has not provided financial support to any of these entities outside the ordinary course of business.

Equity Investment – Federated holds a 12% non-voting, noncontrolling interest in a privately-held investment management firm that is registered as an investment adviser and a commodity trading adviser. This investment is accounted for using the equity-method of accounting. As of June 30, 2013, the equity-method investee managed nearly $400 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 of the investee, the investee meets the definition of a VIE, however, with its non-voting 12% interest, Federated is not deemed to have power to direct the investee's activities and therefore is not the primary beneficiary. Federated has not provided financial support to the investee. Federated’s investment is included in Other long-term assets on the Consolidated Balance Sheets. In 2012, Federated recorded a $3.0 million impairment charge to write down the investment to a fair value of $3.8 million as of December 31, 2012. See Note (7)(b) for additional information.

(6) Investments

Investments on the Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012 included available-for-sale and trading securities. At June 30, 2013 and December 31, 2012, Federated held investments totaling $120.0 million and $136.0 million, respectively, in fluctuating-value Federated-sponsored mutual funds that were classified as available-for-sale securities and were included in Investments—affiliates on the Consolidated Balance Sheets.

Available-for-sale securities were as follows:
 
 
June 30, 2013
 
December 31, 2012
 
 
 
 
Gross Unrealized
 
Estimated
Fair
 
 
 
Gross Unrealized
 
Estimated
Fair
(in thousands)
 
Cost
 
Gains
 
(Losses)
 
Value
 
Cost
 
Gains
 
(Losses)
 
Value
Equity mutual funds
 
$
35,241

 
$
4,764

 
$
0

 
$
40,005

 
$
44,944

 
$
4,814

 
$
(5
)
 
$
49,753

Fixed-income mutual funds
 
80,819

 
476

 
(1,259
)
 
80,036

 
84,855

 
1,436

 
(21
)
 
86,270

Total fluctuating-value mutual funds
 
$
116,060

 
$
5,240

 
$
(1,259
)
 
$
120,041

 
$
129,799

 
$
6,250

 
$
(26
)
 
$
136,023



13

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

The decrease in available-for-sale securities at June 30, 2013 as compared to December 31, 2012 was primarily due to $34.1 million in net redemptions of Federated's investments in fixed-income and equity mutual funds during the first six months of 2013 partially offset by a $14.9 million increase due to the deconsolidation of an investment company which resulted in the reclassification of Federated's investment from trading into available-for-sale securities during the same period. As of June 30, 2013, unrealized losses of $1.3 million related to fixed-income investments with a fair value of $43.5 million, nearly all of which had been in a continuous loss position for less than 3 months.

Federated’s trading securities totaled $95.5 million and $55.0 million at June 30, 2013 and December 31, 2012, respectively. Federated consolidates certain investment companies into its Consolidated Financial Statements as a result of Federated’s controlling financial interest in the companies (see Note (5)). All investments held by these investment companies, which primarily represented Federated-sponsored investment companies, were included in Investments—consolidated investment companies on Federated’s Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012. Investments—other on the Consolidated Balance Sheets represented other trading investments held in separate accounts for which Federated is the beneficiary.

Federated’s trading securities as of June 30, 2013 were primarily comprised of foreign and domestic debt securities totaling $67.1 million (of which $59.6 million represented high-quality short-term debt securities held by a consolidated sponsored offshore money market fund), stocks of large U.S. and international companies ($14.9 million) and an offshore master fund invested in global project and trade finance transactions ($5.3 million). Federated's trading securities as of December 31, 2012 were primarily comprised of domestic and foreign debt securities ($28.4 million), stocks of large U.S. and international companies ($13.9 million) held by various other consolidated investment companies and an offshore master fund invested in global project and trade finance transactions ($12.1 million).

The following table presents gains and losses recognized in 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
 
Six Months Ended
 
 
June 30,
 
June 30,
(in thousands)
 
2013

 
2012

 
2013

 
2012

Unrealized (loss) gain
 
 
 
 
 
 
 
 
Trading securities
 
$
(467
)
 
$
(565
)
 
$
(231
)
 
$
694

Derivatives1
 
124

 
112

 
(156
)
 
188

Realized gains2
 
 
 
 
 
 
 
 
Available-for-sale securities3
 
3,835

 
1,605

 
6,157

 
2,108

Trading securities
 
279

 
197

 
627

 
551

Derivatives1
 
521

 
0

 
598

 
226

Realized losses2
 
 
 
 
 
 
 
 
Available-for-sale securities3
 
(939
)
 
0

 
(939
)
 
0

Trading securities
 
(687
)
 
(147
)
 
(497
)
 
(347
)
Derivatives1
 
(315
)
 
(450
)
 
(315
)
 
(618
)
Gain on securities, net4
 
$
2,351

 
$
752

 
$
5,244

 
$
2,802

1 
Amounts related to economic derivatives held by certain consolidated investment companies.
2 
Realized gains and losses are computed on a specific-identification basis.
3 
Amounts related to sales of available-for-sale securities resulting in proceeds of $44.1 million and $55.8 million for the three and six months ended June 30, 2013, respectively, and $51.6 million and $69.5 million for the three and six months ended June 30, 2012, respectively.
4 
Amounts related to consolidated investment companies totaled $(0.5) million and $(0.1) million for the three and six months ended June 30, 2013, respectively, and $(0.8) million and $0.6 million for the three and six months ended June 30, 2012, respectively.
      

14

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

(7) Fair Value Measurements

Fair value is the price that would be received to sell an asset or the price paid to transfer a liability as of the measurement date. A three-tier, fair-value reporting hierarchy exists for disclosure of fair value measurements based on the observability of the inputs to the valuation of financial assets and liabilities. The three levels are:

Level 1 – Quoted prices for identical instruments in active markets. Level 1 assets may include equity and debt securities that are traded in an active exchange market, including shares of mutual funds.

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 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.

(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:
 
 
June 30, 2013
 
December 31, 2012
 
 
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
 
$
87,394

 
$
0

 
$
0

 
$
87,394

 
$
67,585

 
$
0

 
$
0

 
$
67,585

Available-for-sale equity securities
 
85,912

 
34,129

 
0

 
120,041

 
102,493

 
33,530

 
0

 
136,023

Trading securities—equity
 
22,813

 
5,642

 
0

 
28,455

 
9,808

 
16,776

 
0

 
26,584

Trading securities—debt
 
0

 
67,055

 
0

 
67,055

 
0

 
28,436

 
0

 
28,436

Foreign currency forward contract
 
0

 
44

 
0

 
44

 
0

 
158

 
0

 
158

Total financial assets
 
$
196,119

 
$
106,870

 
$
0

 
$
302,989

 
$
179,886

 
$
78,900

 
$
0

 
$
258,786

Financial Liabilities
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swap
 
$
0

 
$
7,854

 
$
0

 
$
7,854

 
$
0

 
$
11,178

 
$
0

 
$
11,178

Acquisition-related future consideration liabilities
 
0

 
0

 
11,712

 
11,712

 
0

 
0

 
11,759

 
11,759

Other1
 
971

 
77

 
0

 
1,048

 
1,015

 
0

 
0

 
1,015

Total financial liabilities
 
$
971

 
$
7,931

 
$
11,712

 
$
20,614

 
$
1,015

 
$
11,178

 
$
11,759

 
$
23,952

1 
Amounts include investments sold short within one of the consolidated investment companies and/or foreign currency forward contracts recorded within Other current liabilities on the Consolidated Balance Sheets.

The following is a description of the valuation methodologies used for financial assets and liabilities measured at fair value on a recurring basis. Federated did not hold any nonfinancial assets or liabilities measured at fair value on a recurring basis at June 30, 2013 or December 31, 2012.

Cash and cash equivalents
Cash and cash equivalents include investments in money market funds and deposits with banks. Investments in Federated money market funds totaled $78.2 million and $60.2 million at June 30, 2013 and December 31, 2012, respectively. Cash investments in money market funds are valued under the market approach through the use of quoted market prices in an active market, which is the NAV of the funds, and are classified within Level 1 of the valuation hierarchy.


15

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

Available-for-sale equity securities
Available-for-sale equity securities include investments in sponsored fluctuating-value mutual funds and are included in Investments—affiliates on the Consolidated Balance Sheets. For investments in mutual funds that are publicly available, the securities are valued under the market approach through the use of quoted market prices available in an active market, which is the NAV of the funds, and are classified within Level 1 of the valuation hierarchy. For one investment in a mutual fund that is not publicly available but for which the NAV is calculated daily and for which there are no redemption restrictions, the security is valued using NAV as a practical expedient and is classified as Level 2. There is no modeling or additional information needed to arrive at the fair values of any of these investments.
Trading securities—equity
These trading securities represented primarily the equity securities held by consolidated investment companies (included in Investments—consolidated investment companies on the Consolidated Balance Sheets) as well as certain equity investments held in separate accounts for which Federated is the beneficiary (included in Investments—other on the Consolidated Balance Sheets). For the publicly traded equity securities available in an active market, whether domestic or foreign, the fair value of these securities is often classified as Level 1 and is based on unadjusted quoted market prices. From time to time, however, the fair value of certain equity securities traded principally in foreign markets and held by consolidated investment companies may be determined by third-party pricing services when there has been a significant trend in the U.S. equity markets or in index futures trading between the time the foreign market closes and the pricing time of the consolidated investment company. The determination to use the third-party pricing service versus the unadjusted quoted market price is the cause for transfers between Level 1 and Level 2 for these securities. For the period between December 31, 2012 and June 30, 2013, there were $4.1 million of investments transferred from Level 2 to Level 1 as a result of a determination by management at the end of 2012 to use adjusted quoted market prices because there had been a significant trend in the U.S. equity markets or in index futures trading after the foreign markets closed, as compared to, at the end the second quarter 2013, using unadjusted quoted market prices to determine fair values of these equity securities. For the period between December 31, 2011 and June 30, 2012, $2.2 million of investments transferred from Level 1 to Level 2 as a result of a determination by management at the end of the second quarter 2012 to use adjusted quoted market prices because there had been a significant trend in the U.S. equity markets or in index futures trading after the foreign markets closed, as compared to, at the end 2011, using unadjusted quoted market prices 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.

At June 30, 2013 and December 31, 2012, equity trading securities also included shares of certain non-publicly traded mutual funds that were valued using NAV as a practical expedient (Level 2). Most significantly, Federated held shares of an offshore master investment fund as a result of consolidating one of its feeder funds as of June 30, 2013 and December 31, 2012. The offshore master investment fund, which is not publicly available, makes investments in global project and trade finance transactions. The $5.3 million and $12.1 million fair value at June 30, 2013 and December 31, 2012, respectively, of the feeder fund's investment in the master fund was determined using the NAV of the master fund, as a practical expedient, and was classified as Level 2 in the valuation hierarchy at June 30, 2013 and December 31, 2012. At Federated's request, this investment is being redeemed primarily as portfolio investments mature. Federated expects that the investment will be fully redeemed in the latter half of 2013.

Trading securities—debt
At June 30, 2013, trading debt securities primarily represented high-quality short-term debt securities held by a consolidated sponsored offshore money market fund ($59.6 million). The remaining trading debt securities held at June 30, 2013 and the balance at December 31, 2012 primarily represented U.S. and foreign bonds held by consolidated Federated-sponsored investment companies. The fair value of these securities may include observable market data such as valuations 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. The entire amount of these securities is included in Investments—consolidated investment companies or Investments—other on the Consolidated Balance Sheets.
Foreign currency forward contracts
The fair value of foreign currency forward contracts is primarily included in Receivables, net or Other current liabilities on the Consolidated Balance Sheets. These contracts represented contracts held by certain consolidated Federated-sponsored investment companies as part of their investment strategy. 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 (Level 2).

16

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

Interest rate swap
The fair value of Federated's interest rate swap (the Swap) at June 30, 2013 is included in Other current liabilities ($5.8 million) and Other long-term liabilities ($2.1 million) 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 (8) for more information regarding the Swap.

Acquisition-related future consideration liabilities
From time to time, pursuant to purchase and sale agreements entered into in connection with certain business combinations, Federated may be required to make future consideration payments if certain contingencies are met. See Note (12)(a) for additional information regarding the nature and timing of these payments. In connection with these arrangements entered into after January 1, 2009, Federated records a liability representing the estimated fair value of future consideration payments as of the acquisition date. The liability is subsequently remeasured at fair value on a recurring basis with changes in fair value recorded in earnings. As of June 30, 2013, acquisition-related future consideration liabilities were recorded in Other current liabilities ($4.4 million) and Other long-term liabilities ($7.3 million) on the Consolidated Balance Sheets. Management estimated the fair value of future consideration payments based primarily upon expected future cash flows using an income approach valuation methodology with unobservable data inputs (Level 3). As of June 30, 2013, significant inputs involving unobservable market data included (1) an estimated rate of change for underlying AUM ranging from (15)% - 28% per year (weighted average of 3%); (2) an estimate ranging from 0.01% - 0.02% per year of the impact of fee waivers to maintain positive or zero net yields on the contractually-derived net revenue per managed asset assumptions (weighted average of 0.02%); and (3) an estimated discount rate ranging from 15% - 18% based on the current estimated market rate of return (weighted average of 17%). Assuming no other changes in model inputs, the fair value of the future consideration liability will increase, resulting in additional Intangible asset related expense in the period of change if: (1) the underlying AUM grow at a rate that is greater than the assumed rate, (2) the actual impact of fee waivers to maintain positive or zero net yields on the net revenue is less than the assumed amount or (3) the discount rate decreases. Conversely, the fair value of the future consideration liability will decrease if the inverse occurs for any of these inputs, assuming no other changes.

The following table presents a reconciliation of the beginning and ending fair value measurements of Federated’s liability for future consideration payments related to these acquisitions for each period presented:
 
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
(in thousands)
 
2013

 
2012

 
2013

 
2012

Beginning balance
 
$
11,711

 
$
12,404

 
$
11,759

 
$
13,404

New acquisition adjustment1
 
0

 
1,500

 
0

 
1,500

Changes in fair value2
 
1

 
0

 
(47
)
 
(1,000
)
Ending balance
 
$
11,712

 
$
13,904

 
$
11,712

 
$