Federal Agricultural Mortgage Corp 10-Q 9-30-2006


As filed with the Securities and Exchange Commission on
November 9, 2006 

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

 
FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2006

Commission File Number 0-17440

FEDERAL AGRICULTURAL MORTGAGE CORPORATION
(Exact name of registrant as specified in its charter)

         
 
Federally chartered instrumentality of the United States 
 
52-1578738
 
 
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. employer identification number)
 
 
 
1133 Twenty-First Street, N.W., Suite 600
Washington, D.C.
 
20036
 
 
(Address of principal executive offices)
 
(Zip code)
 
         

(202) 872-7700
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes T
No £

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer £
Accelerated filer T
Non-accelerated filer £

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes £
No T

As of November 1, 2006, the registrant had 1,030,780 shares of Class A Voting Common Stock, 500,301 shares of Class B Voting Common Stock and 9,061,770 shares of Class C Non-Voting Common Stock outstanding.



PART I - FINANCIAL INFORMATION

Item 1.
Condensed Consolidated Financial Statements

The following interim unaudited condensed consolidated financial statements of the Federal Agricultural Mortgage Corporation (“Farmer Mac” or the “Corporation”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). These interim unaudited condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary to present a fair statement of the financial condition and the results of operations and cash flows of Farmer Mac for the interim periods presented. Certain information and footnote disclosures normally included in annual consolidated financial statements have been condensed or omitted as permitted by SEC rules and regulations. The December 31, 2005 consolidated balance sheet presented in this report has been derived from the Corporation’s audited 2005 restated consolidated financial statements. Management believes that the disclosures are adequate to present fairly the condensed consolidated financial position, condensed consolidated results of operations and condensed consolidated cash flows as of the dates and for the periods presented. These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited 2005 consolidated financial statements of Farmer Mac included in the Corporation’s Annual Report on Form 10-K/A for the year ended December 31, 2005. Results for interim periods are not necessarily indicative of those that may be expected for the fiscal year.

The following information concerning Farmer Mac’s interim unaudited condensed consolidated financial statements is included in this report beginning on the pages listed below:

Condensed Consolidated Balance Sheets as of September 30, 2006 and December 31, 2005 (as restated)
 
3
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2006 and for the three and nine months ended September 30, 2005 (as restated)
 
4
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2006 and nine months ended September 30, 2005 (as restated)
 
5
Notes to Condensed Consolidated Financial Statements (as restated)
 
6

- 2 -


FEDERAL AGRICULTURAL MORTGAGE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
(in thousands, except share data)
 
   
September 30,
 
December 31,
 
   
2006
 
2005
 
       
(As Restated)*
 
Assets:
         
Cash and cash equivalents
 
$
804,602
 
$
458,852
 
Investment securities
   
1,896,260
   
1,621,941
 
Farmer Mac Guaranteed Securities
   
1,315,801
   
1,330,976
 
Loans held for sale
   
63,981
   
41,956
 
Loans held for investment
   
706,231
   
762,436
 
Allowance for loan losses
   
(2,209
)
 
(4,876
)
Loan-s held for investment, net
   
704,022
   
757,560
 
Real estate owned
   
1,039
   
3,532
 
Financial derivatives
   
9,050
   
8,719
 
Interest receivable
   
52,344
   
67,509
 
Guarantee and commitment fees receivable
   
34,988
   
22,170
 
Deferred tax asset, net
   
5,006
   
3,223
 
Prepaid expenses and other assets
   
5,607
   
25,007
 
Total Assets
 
$
4,892,700
 
$
4,341,445
 
Liabilities and Stockholders' Equity:
             
Liabilities:
             
Notes payable:
             
Due within one year
 
$
3,366,472
 
$
2,587,704
 
Due after one year
   
1,187,827
   
1,406,527
 
Total notes payable
   
4,554,299
   
3,994,231
 
               
Financial derivatives
   
24,402
   
29,162
 
Accrued interest payable
   
25,444
   
29,250
 
Guarantee and commitment obligation
   
31,109
   
17,625
 
Accounts payable and accrued expenses
   
9,730
   
21,371
 
Reserve for losses
   
2,875
   
3,777
 
Total Liabilities
   
4,647,859
   
4,095,416
 
Stockholders' Equity:
             
Preferred stock:
             
Series A, stated at redemption/liquidation value, $50 per share,700,000 shares authorized, issued and outstanding
   
35,000
   
35,000
 
Common stock:
             
Class A Voting, $1 par value, no mazimum authorization, 1,030,780 shares issued and outstanding
   
1,031
   
1,031
 
Class B Voting, $1 par value, no maximum authorization, 500,301 shares issued and outstanding
   
500
   
500
 
Class C Non-Voting, $1 par value, no maximum authorization, 9,083,258 and 9,559,554 shares issued and outstanding as of September 30, 2006 and December 31, 2005, respectively
   
9,083
   
9,560
 
Additional paid-in capital
   
83,730
   
83,058
 
Accumulated other comprehensive income
   
7,838
   
15,247
 
Retained earnings
   
107,659
   
101,633
 
Total Stockholders' Equity
   
244,841
   
246,029
 
               
Total Liabilities and Stockholders' Equity
 
$
4,892,700
 
$
4,341,445
 
 
See accompanying notes to condensed consolidated financial statements.

*
See Note 6 to the condensed consolidated financial statements

- 3 -


FEDERAL AGRICULTURAL MORTGAGE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
(in thousands, except per share amounts)


   
Three Months Ended
 
Nine Months Ended
 
   
September 30,
2006
 
September 30,
2005
 
September 30,
2006
 
September 30,
2005
 
       
(As Restated)*
     
(As Restated)*
 
Interest income
                 
Investments and cash equivalents
 
$
35,153
 
$
19,888
 
$
92,148
 
$
47,241
 
Farmer Mac Guaranteed Securities
   
18,702
   
17,680
   
55,692
   
54,679
 
Loans
   
12,092
   
11,968
   
35,322
   
35,558
 
Total interest income
   
65,947
   
49,536
   
183,162
   
137,478
 
                           
Total interest expense
   
56,840
   
38,028
   
153,310
   
99,147
 
                           
Net interest income
   
9,107
   
11,508
   
29,852
   
38,331
 
Recovery/(provision) for loan losses
   
525
   
(2,465
)
 
2,132
   
(1,678
)
Net interest income after recovery/(provision)for loan losses
   
9,632
   
9,043
   
31,984
   
36,653
 
                           
Non-interest income/(loss)
                         
Guarantee and commitment fees
   
5,548
   
4,844
   
15,885
   
14,689
 
(Loss)/gains on financial derivatives and trading assets
   
(20,320
)
 
12,009
   
1,285
   
7,254
 
Gains on the sale of real estate owned
   
-
   
114
   
514
   
33
 
Representation and warranty claims income
   
-
   
-
   
718
   
79
 
Other income
   
846
   
926
   
1,073
   
1,671
 
Non-interest income/(loss)
   
(13,926
)
 
17,893
   
19,475
   
23,726
 
                           
Non-interest expense
                         
Compensation and employee benefits
   
3,185
   
2,211
   
8,762
   
5,886
 
General and administrative
   
2,357
   
2,554
   
7,689
   
6,817
 
Regulatory fees
   
588
   
576
   
1,763
   
1,728
 
Real estate owned operating costs, net
   
(11
)
 
(10
)
 
126
   
27
 
Provision/(recovery) for losses
   
(643
)
 
(8,081
)
 
(747
)
 
(8,272
)
Non-interest expense/(recovery)
   
5,476
   
(2,750
)
 
17,593
   
6,186
 
                           
(Loss)/income before income taxes
   
(9,770
)
 
29,686
   
33,866
   
54,193
 
                           
Income tax (benefit)/expense
   
(4,072
)
 
9,778
   
9,975
   
17,343
 
Net (loss)/income
   
(5,698
)
 
19,908
   
23,891
   
36,850
 
Preferred stock dividends
   
(560
)
 
(560
)
 
(1,680
)
 
(1,680
)
Net (loss)/income available to common stockholders
 
$
(6,258
)
$
19,348
 
$
22,211
 
$
35,170
 
                           
Earnings per common share:
                         
Basic earnings/(loss) per common share
 
$
(0.58
)
$
1.73
 
$
2.03
 
$
3.08
 
Diluted earnings/(loss) per common share
 
$
(0.58
)
$
1.70
 
$
1.98
 
$
3.05
 
Common stock dividends per common share
 
$
0.10
 
$
0.10
 
$
0.30
 
$
0.30
 
 
See accompanying notes to condensed consolidated financial statements.
 
*
See Note 6 to the condensed consolidated financial statements

- 4 -


FEDERAL AGRICULTURAL MORTGAGE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited, in thousands)
   
Nine Months Ended
 
   
September 30, 2006
 
September 30, 2005
 
       
(As Restated)*
 
Cash flows from operating activities:
         
Net income
 
$
23,891
 
$
36,850
 
Adjustments to reconcile net income to net cash provided by/(used in) operating activities:
             
Net (accretion)/amortization of investment premiums and discounts
   
(2,279
)
 
2,040
 
Net amortization of debt premiums, discounts and issuance costs
   
95,071
   
44,126
 
Proceeds from repayment of trading investment securities
   
1,406
   
2,148
 
Purchases of loans held for sale
   
(42,098
)
 
(78,093
)
Proceeds from repayment of loans held for sale
   
6,578
   
9,391
 
Net change in fair value of trading securities and financial derivatives
   
(5,101
)
 
(20,428
)
Amortization of SFAS 133 transition adjustment on financial derivatives
   
429
   
545
 
Gains on the sale of real estate owned
   
(514
)
 
(33
)
Total (recovery)/provision for losses
   
(2,878
)
 
(6,594
)
Deferred income taxes
   
2,190
   
(9,293
)
Stock-based compensation expense
   
1,693
   
-
 
Decrease in interest receivable
   
15,165
   
12,894
 
Decrease/(increase) in guarantee and commitment fees receivable
   
(12,818
)
 
1,058
 
Decrease in other assets
   
30,304
   
19,179
 
Increase in accrued interest payable
   
(3,806
)
 
(258
)
Decrease in other liabilities
   
(13,347
)
 
(14,823
)
Net cash provided by/(used in) operating activities
   
93,886
   
(1,291
)
               
Cash flows from investing activities:
             
Purchases of available-for-sale investment securities
   
(2,744,374
)
 
(1,787,240
)
Purchases of Farmer Mac II Guaranteed Securities and AgVantage Farmer Mac Guaranteed Securities
   
(186,416
)
 
(149,547
)
Purchases of loans held for investment
   
(32,529
)
 
(650
)
Purchases of defaulted loans
   
(5,693
)
 
(11,022
)
Proceeds from repayment of investment securities
   
2,478,819
   
1,237,548
 
Proceeds from repayment of Farmer Mac Guaranteed Securities
   
185,433
   
191,363
 
Proceeds from repayment of loans
   
105,442
   
118,999
 
Proceeds from sale of loans and Farmer Mac Guaranteed Securities
   
3,168
   
24,073
 
Proceeds from sale of real estate owned
   
2,819
   
2,882
 
Net cash used in investing activities
   
(193,331
)
 
(373,594
)
               
Cash flows from financing activities:
             
Proceeds from issuance of discount notes
   
64,442,608
   
34,381,698
 
Proceeds from issuance of medium-term notes
   
375,782
   
767,643
 
Payments to redeem discount notes
   
(64,161,392
)
 
(34,242,221
)
Payments to redeem medium-term notes
   
(192,000
)
 
(505,240
)
Tax benefit from tax deductions in excess of compensation cost recognized
   
481
   
-
 
Proceeds from common stock issuance
   
4,051
   
836
 
Purchases of common stock
   
(19,378
)
 
(15,682
)
Dividends paid
   
(4,957
)
 
(5,092
)
Net cash provided by financing activities
   
445,195
   
381,942
 
Net decrease in cash and cash equivalents
   
345,750
   
7,057
 
               
Cash and cash equivalents at beginning of period
   
458,852
   
430,504
 
Cash and cash equivalents at end of period
 
$
804,602
 
$
437,561
 
 
See accompanying notes to condensed consolidated financial statements.
 
*
See Note 6 to the condensed consolidated financial statements

- 5 -


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(AS RESTATED)
(unaudited)

Note 1.
Accounting Policies

 
(a)
Cash and Cash Equivalents

Farmer Mac considers highly liquid investment securities with maturities of three months or less at the time of purchase to be cash equivalents. Changes in the balance of cash and cash equivalents are reported in the condensed consolidated statements of cash flows. The following table sets forth information regarding certain cash and non-cash transactions for the nine months ended September 30, 2006 and 2005.

   
Nine Months Ended
 
   
September 30, 2006
 
September 30, 2005
 
   
(in thousands)
 
Cash paid for:
         
Interest
 
$
64,978
 
$
51,352
 
Income taxes
   
7,500
   
8,200
 
Non-cash activity:
             
Real estate owned acquired through foreclosure
   
-
   
980
 
Loans acquired and securitized as Farmer Mac Guaranteed Securities
   
3,168
   
24,073
 
Loans previously under LTSPCs exchanged for Farmer Mac Guaranteed Securities
   
891,278
   
-
 


 
(b)
Allowance for Losses

As of September 30, 2006, Farmer Mac maintained an allowance for losses to cover estimated probable losses on loans held for investment, real estate owned, and loans underlying long-term standby purchase commitments (“LTSPCs”) and Farmer Mac I Guaranteed Securities issued after the Farm Credit System Reform Act of 1996 (the “1996 Act”) in accordance with Statement of Financial Accounting Standards No. 5, Accounting for Contingencies (“SFAS 5”) and Statement of Financial Accounting Standards No. 114, Accounting by Creditors for Impairment of a Loan, as amended (“SFAS 114”).

The allowance for losses is increased through periodic provisions for loan losses that are charged against net interest income and provisions for losses that are charged to operating expense and is reduced by charge-offs for actual losses, net of recoveries. Negative provisions for loan losses or negative provisions for losses are recorded in the event that the estimate of probable losses as of the end of a period is lower than the estimate at the beginning of the period.

- 6 -


Prior to September 30, 2005, Farmer Mac estimated its inherent probable losses using a systematic process that began with management’s evaluation of the results of a proprietary loan pool simulation and guarantee fee model. That model drew upon historical information from a data set of agricultural mortgage loans screened to include only those loans with credit characteristics similar to those eligible for Farmer Mac’s programs. The model offered historical loss experience on agricultural mortgage loans similar to those on which Farmer Mac had assumed credit risk, but over a longer term than Farmer Mac’s own experience. The results generated by that model were then modified, as necessary, by the application of management’s judgment. Prior to September 30, 2005, Farmer Mac did not believe that its own historical portfolio lending and loss experience was statistically sufficient to estimate the inherent probable losses in its portfolio.

As of September 30, 2005, Farmer Mac believed it had accumulated and analyzed sufficient data from its own historical portfolio lending, loss experience, and credit trends to estimate its inherent probable losses based upon its own historical experience. Farmer Mac believes that estimating its allowance for losses based on data derived from its own portfolio reflects the characteristics of credit trends within the portfolio. Farmer Mac recorded the effects of that change as a change in accounting estimate, which resulted in a $4.8 million decrease in the allowance for losses as of September 30, 2005.

Farmer Mac’s current methodology for determining its allowance for losses incorporates the Corporation’s proprietary automated loan classification system. That system scores loans based on criteria such as historical repayment performance, loan seasoning, loan size and loan-to-value ratio. For the purposes of the loss allowance methodology, the loans in Farmer Mac’s portfolio of loans and loans underlying post-1996 Act Farmer Mac I Guaranteed Securities and LTSPCs have been scored and classified for each calendar quarter since first quarter 2000. The allowance methodology captures the migration of loan scores across concurrent and overlapping 3-year time horizons and calculates loss rates separately within each loan classification for (1) loans underlying LTSPCs and (2) loans held and loans underlying post-1996 Act Farmer Mac I Guaranteed Securities. The calculated loss rates are applied to the current classification distribution of Farmer Mac’s portfolio to estimate inherent probable losses, on the assumption that the historical credit losses and trends used to calculate loss rates will continue in the future. Management evaluates this assumption by taking into consideration several factors, including:
 
 
·
economic conditions;
 
·
geographic and agricultural commodity/product concentrations in the portfolio;
 
·
the credit profile of the portfolio;
 
·
delinquency trends of the portfolio; and
 
·
historical charge-off and recovery activities of the portfolio.
 
If, based on that evaluation, management concludes that the assumption is not valid due to other more compelling indicators, the loss allowance calculation is modified by the addition of further assumptions to capture current portfolio trends and characteristics that differ from historical experience.

As of September 30, 2006, Farmer Mac concluded that the credit profile of its portfolio was consistent with Farmer Mac’s historical credit profile and trends. Management believes that its use of this methodology produces a reliable estimate of inherent probable losses, as of the balance sheet date, for all loans held, real estate owned and loans underlying post-1996 Act Farmer Mac I Guaranteed Securities and LTSPCs in accordance with SFAS 5 and SFAS 114.

- 7 -


The following table summarizes the changes in the components of Farmer Mac’s allowance for losses for the three and nine months ended September 30, 2006 and 2005:

   
September 30, 2006
 
   
Allowance
for Loan
Losses
 
REO
Valuation
Allowance
 
Reserve
for Losses
 
Total
Allowance
for Losses
 
   
(in thousands)
 
Three Months Ended:
                 
Beginning balance
 
$
2,734
 
$
-
 
$
3,518
 
$
6,252
 
Provision/(recovery) for losses
   
(525
)
 
-
   
(643
)
 
(1,168
)
Charge-offs
   
-
   
-
   
-
   
-
 
Recoveries
   
-
   
-
   
-
   
-
 
Ending balance
 
$
2,209
 
$
-
 
$
2,875
 
$
5,084
 
                           
Nine Months Ended:
                         
Beginning balance
 
$
4,876
 
$
-
 
$
3,777
 
$
8,653
 
Provision/(recovery) for losses
   
(2,132
)
 
155
   
(902
)
 
(2,879
)
Charge-offs
   
(900
)
 
(155
)
 
-
   
(1,055
)
Recoveries
   
365
   
-
   
-
   
365
 
Ending balance
 
$
2,209
 
$
-
 
$
2,875
 
$
5,084
 

   
September 30, 2005
 
   
Allowance
for Loan
Losses
 
REO
Valuation
Allowance
 
Reserve
for Losses
 
Total
Allowance
for Losses
 
   
(in thousands)
 
Three Months Ended:
                 
Beginning balance
 
$
3,670
 
$
-
 
$
12,394
 
$
16,064
 
Provision/(recovery) for losses
   
(816
)
 
85
   
(96
)
 
(827
)
Charge-offs
   
(20
)
 
(85
)
 
-
   
(105
)
Recoveries
   
553
   
-
   
-
   
553
 
Change in accounting estimate
   
3,281
   
-
   
(8,070
)
 
(4,789
)
Ending balance
 
$
6,668
 
$
-
 
$
4,228
 
$
10,896
 
                           
Nine Months Ended:
                         
Beginning balance
 
$
4,395
 
$
-
 
$
12,706
 
$
17,101
 
Provision/(recovery) for losses
   
(1,603
)
 
205
   
(408
)
 
(1,806
)
Charge-offs
   
(46
)
 
(205
)
 
-
   
(251
)
Recoveries
   
641
   
-
   
-
   
641
 
Change in accounting estimate
   
3,281
   
-
   
(8,070
)
 
(4,789
)
Ending balance
 
$
6,668
 
$
-
 
$
4,228
 
$
10,896
 
 
- 8 -


The table below summarizes the components of Farmer Mac’s allowance for losses as of September 30, 2006 and December 31, 2005:

   
September 30,
2006
 
December 31,
2005
 
   
(in thousands)
 
Allowance for loan losses
 
$
2,209
 
$
4,876
 
Real estate owned valuation allowance
   
-
   
-
 
Reserve for losses:
             
On-balance sheet Farmer Mac I Guaranteed Securities
   
1,147
   
2,068
 
Off-balance sheet Farmer Mac I Guaranteed Securities
   
1,173
   
1,078
 
LTSPCs
   
555
   
631
 
Total
 
$
5,084
 
$
8,653
 
 
No allowance for losses has been made for loans underlying Farmer Mac I Guaranteed Securities issued prior to the 1996 Act, AgVantage securities or securities issued under the Farmer Mac II program (“Farmer Mac II Guaranteed Securities”). Farmer Mac I Guaranteed Securities issued prior to the 1996 Act are supported by unguaranteed first loss subordinated interests, which are expected to exceed the estimated credit losses on those loans. Each AgVantage security is a general obligation of an issuing institution approved by Farmer Mac and is collateralized by eligible mortgage loans. As of September 30, 2006, there were no probable losses inherent in Farmer Mac’s AgVantage securities, due to the high credit quality of the obligors as well as the underlying collateral. The guaranteed portions collateralizing Farmer Mac II Guaranteed Securities are guaranteed by the United States Department of Agriculture (“USDA”). Each USDA guarantee is an obligation backed by the full faith and credit of the United States. As of September 30, 2006, Farmer Mac had not experienced any credit losses on any Farmer Mac I Guaranteed Securities issued prior to the 1996 Act, AgVantage securities or Farmer Mac II Guaranteed Securities and does not expect to incur any such losses in the future.

As of September 30, 2006, Farmer Mac individually analyzed $21.8 million of its $60.8 million of impaired assets for collateral shortfalls against updated appraised values, other updated collateral valuations or discounted values. Farmer Mac evaluated the remaining $39.0 million of impaired assets for which updated valuations were not available in the aggregate in consideration of their similar risk characteristics and historical statistics. All of the $21.8 million of assets analyzed individually were adequately collateralized. Accordingly, Farmer Mac did not record any specific allowances for under-collateralized assets as of September 30, 2006. In addition, Farmer Mac’s non-specific or general allowances were $5.1 million as of September 30, 2006.

- 9 -


The balance of impaired assets, both on- and off-balance sheet, and the related allowance specifically allocated to those impaired assets as of September 30, 2006 and December 31, 2005 are summarized in the following table:

   
September 30, 2006
 
December 31, 2005
 
   
Balance
 
Specific Allowance
 
Net Balance
 
Balance
 
Specific Allowance
 
Net Balance
 
   
(in thousands)
 
Impaired assets:
                         
 Specific allowance for losses
 
$
-
    
$
-
    
$
-
    
$
2,445
    
$
(161
)   
$
2,284
 
 No specific allowance for losses
   
60,759
   
-
   
60,759
   
71,177
   
-
   
71,177
 
Total
 
$
60,759
 
$
-
 
$
60,759
 
$
73,622
 
$
(161
)
$
73,461
 
 
 
(c)
Financial Derivatives

Farmer Mac enters into financial derivative transactions principally to protect against risk from the effects of market price or interest rate movements on the value of certain assets and future cash flows or debt issuance, not for trading or speculative purposes. Farmer Mac enters into interest rate swap contracts principally to adjust the characteristics of its short-term debt to match more closely the cash flow and duration characteristics of its longer-term mortgage and other assets, and also to adjust the characteristics of its long-term debt to match more closely the cash flow and duration characteristics of its short-term assets, thereby reducing interest rate risk. These transactions also may provide an overall lower effective cost of borrowing than would otherwise be available in the conventional debt market.

Farmer Mac manages the interest rate risk related to loans it has committed to acquire, but has not yet purchased and permanently funded through the use of forward sale contracts on mortgage-backed securities and the debt of other GSEs and futures contracts involving U.S. Treasury securities. Farmer Mac uses forward sale contracts on GSE securities to reduce its interest rate exposure to changes in both Treasury rates and spreads on Farmer Mac debt and Farmer Mac Guaranteed Securities. The notional amounts of these contracts are determined based on a duration-matched hedge ratio between the hedged item and the hedge instrument. Gains or losses generated by these hedge transactions should offset any changes in funding costs or AMBS sale prices that occur during the hedge period.

All financial derivatives are recorded on the balance sheet at fair value as a freestanding asset or liability in accordance with Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended (“SFAS 133”). As discussed in Note 6, Farmer Mac does not designate its financial derivatives as fair value hedges or cash flow hedges, therefore, the changes in the fair values of financial derivatives are reported as gains or losses on financial derivatives and trading assets in the condensed consolidated statements of operations.

- 10 -


The following table summarizes information related to Farmer Mac’s financial derivatives as of September 30, 2006 and December 31, 2005:

   
As of September 30, 2006
 
As of December 31, 2005
 
   
Notional
Amount
 
Fair
Value
 
Notional
Amount
 
Fair
Value
 
                   
Interest rate swaps:
                 
Pay-fixed
 
$
824,177
   
$
(11,148
)  
$
710,678
   
$
(17,228
)
Receive-fixed
   
527,582
   
(6,772
)
 
205,000
   
(5,752
)
Basis
   
355,435
   
2,524
   
389,496
   
2,801
 
Treasury futures
   
27
   
1
   
-
   
-
 
Agency forwards
   
5,749
   
43
   
91,178
   
(264
)
Total
 
$
1,712,970
 
$
(15,352
)
$
1,396,352
 
$
(20,443
)

As of September 30, 2006, Farmer Mac had approximately $1.0 million of net after-tax unrealized losses included in accumulated other comprehensive income related to the SFAS 133 transition adjustment. These amounts will be reclassified into earnings in the same period or periods during which the hedged forecasted transactions (either the payment of interest or the issuance of discount notes) affect earnings or immediately when it becomes probable that the original hedged forecasted transaction will not occur within two months of the originally specified date. Over the next twelve months, Farmer Mac estimates that $0.4 million of the amount currently reported in accumulated other comprehensive income will be reclassified into earnings.

As of September 30, 2006, Farmer Mac had outstanding basis swaps with a related party with a notional mount of $193.0 million and a fair value of $3.2 million.  Those swaps hedge the interest rate basis risk related to loans Farmer Mac purchases that pay a Constant Maturity Treasury-based rate and the Discount Notes Farmer Mac issues to fund the loan purchases. Under the terms of those basis swaps which are not in designated hedge relationships, Farmer Mac pays Constant Maturity Treasury-based rates and receives LIBOR. See Note 3 “Related Party Transactions” in the Corporation’s Annual Report on Form 10-K/A for the year ended December 31, 2005, as filed with the SEC on November 9, 2006 for additional information on these related party transactions.  As of December 31, 2005, these swaps had an outstanding notional amount of $225.6 million and a fair value of $3.7 million. 

 
(d)
Earnings Per Common Share

Basic earnings per common share are based on the weighted-average number of shares of common stock outstanding. Diluted earnings per common share are based on the weighted-average number of shares of common stock outstanding adjusted to include all potentially dilutive common stock options. The following schedule reconciles basic and diluted earnings per common share (“EPS”) for the three and nine months ended September 30, 2006 and 2005:

- 11 -

 
   
September 30, 2006
 
September 30, 2005
 
   
Basic
EPS
 
Dilutive
stock
options (1)
 
Diluted
EPS
 
Basic
EPS
 
Dilutive
Stock
options
 
Diluted
EPS
 
   
(in thousands, except per share amounts)
 
Three Months Ended:
                         
Net income available to common stockholders
 
$
(6,258
      
$
(6,258
)  
$
19,348
         
$
19,348
 
Weighted-average shares
   
10,704
   
-
   
10,704
   
11,205
   
200
   
11,405
 
Earnings/(loss) per common share
 
$
(0.58
)
     
$
(0.58
)
$
1.73
       
$
1.70
 
                                       
Nine Months Ended:
                                     
Net income available to common stockholders
 
$
22,211
       
$
22,211
 
$
35,170
       
$
35,170
 
Weighted average shares
   
10,963
   
272
   
11,235
   
11,434
   
104
   
11,538
 
Earnings per common share
 
$
2.03
       
$
1.98
 
$
3.08
       
$
3.05
 

(1)
For the three months ended September 30, 2006, approximately 242,000 stock options were not included in the loss per share computation because they would have been anti-dilutive.

On November 11, 2005, Farmer Mac established a program to repurchase up to 10 percent, or 958,632 shares, of the Corporation’s outstanding Class C non-voting common stock. During the three months and nine months ended September 30, 2006, Farmer Mac repurchased 384,900 shares and 706,350 shares, respectively, of its Class C Non-Voting Common Stock at an average price of $26.98 and $26.85 per share, respectively, pursuant to the Corporation’s stock repurchase program. These repurchases reduced the Corporation’s capital by approximately $10.4 million and $19.0 million, respectively.

(e) Stock-Based Compensation

In 1997, Farmer Mac adopted a stock option plan for directors, officers and other employees to acquire shares of Class C Non-Voting Common Stock. Under the plan, stock option awards vest annually in thirds, with the first third vesting one year after the date of grant. If not exercised, any options granted under the 1997 plan expire ten years from the date of grant, except options issued to directors since June 1, 1998, if not exercised, expire five years from the date of grant. Of the 3,750,000 shares authorized to be issued under the plan, 483,257 remain available for future issuance. For all stock options granted, the exercise price is equal to the closing price of the Class C Non-Voting Common Stock on or immediately preceding the date of grant.

- 12 -


Effective January 1, 2006, Farmer Mac adopted Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payments (“SFAS 123(R)”) using the modified prospective method of transition, which requires (1) the recordation of compensation expense for the non-vested portion of previously issued awards that remain outstanding as of the initial date of adoption and (2) the recordation of compensation expense for any awards issued or modified after December 31, 2005. Accordingly, prior period amounts have not been retrospectively adjusted for this change. The adoption resulted in the recognition of $0.4 million and $1.3 million of compensation expense during the three-month and nine-month periods ended September 30, 2006, respectively, related to the non-vested portion of previously issued stock option awards that were outstanding as of the initial date of adoption. Additionally, Farmer Mac recognized $0.3 million and $0.4 million of compensation expense related to stock options awarded during 2006, for the three-month and nine-month periods ended September 30, 2006, respectively. The effect of the recognition of compensation expense resulting from stock options on diluted EPS for the three-month and nine-month periods ended September 30, 2006 was a reduction of $0.04 and $0.10, respectively, per diluted share. Prior to the adoption of SFAS 123(R), Farmer Mac accounted for its stock-based employee compensation plans under the intrinsic value method of accounting for employee stock options pursuant to Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB 25”), and had adopted the disclosure-only provisions of Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation, as amended (“SFAS 123”). Accordingly, no compensation expense was recognized in 2005 for employee stock option plans. Had Farmer Mac elected to use the fair value method of accounting for employee stock options, net income available to common stockholders and earnings per share for the three and nine months ended September 30, 2005 would have been reduced to the pro forma amounts indicated in the following table:

   
Three Months
Ended
September 30, 2005
 
Nine Months
Ended
September 30, 2005
 
   
(in thousands, except per share amounts)
 
Net income available to common stockholders, as reported
 
$
19,348
   
$
35,170
 
Deduct: Total stock-based employee compensation expense determined under fair value-based method for all awards, net of tax
   
(228
)
 
(2,066
)
Pro forma net income available to common stockholders
 
$
19,120
 
$
33,104
 
               
Earnings per common share:
             
Basic - as reported
 
$
1.73
 
$
3.08
 
Basic - pro forma
 
$
1.71
 
$
2.90
 
               
Diluted - as reported
 
$
1.70
 
$
3.05
 
Diluted - pro forma
 
$
1.68
 
$
2.87
 
 
As of September 30, 2006, there was $2.4 million of total unrecognized compensation cost related to stock options outstanding and unvested as of December 31, 2005. Of that cost, $0.4 million and $1.4 million is expected to be recognized in the remainder of 2006 and 2007, respectively.

- 13 -


The following table summarizes stock option activity for the three and nine months ended September 30, 2006 and 2005:

   
September 30, 2006
 
September 30, 2005
 
   
Shares
 
Weighted-
Average
Exercise
Price
 
Shares
 
Weighted-
Average
Exercise
Price
 
Three Months Ended:
                 
Outstanding, beginning of period
   
2,299,934
 
$
23.22
   
2,141,300
 
$
22.30
 
Granted
   
15,000
   
26.59
   
46,000
   
24.34
 
Exercised
   
(109,463
)
 
17.46
   
(7,966
)
 
19.85
 
Canceled
   
(7,334
)
 
28.73
   
(2,668
)
 
21.91
 
Outstanding, end of period
   
2,198,137
   
23.52
   
2,176,666
   
22.36
 
                           
Options exercisable at end of period
   
1,424,001
         
1,473,156
       
                           
Nine Months Ended:
                         
Outstanding, beginning of period
   
2,153,008
 
$
22.40
   
1,812,222
 
$
22.67
 
Granted
   
373,928
   
26.36
   
478,561
   
20.95
 
Exercised
   
(246,374
)
 
16.31
   
(47,769
)
 
15.07
 
Canceled
   
(82,425
)
 
28.81
   
(66,348
)
 
26.16
 
Outstanding, end of period
   
2,198,137
   
23.52
   
2,176,666
   
22.36
 
                           
Options exercisable at end of period
   
1,424,001
         
1,473,156
       

Stock option cancellations during the nine months ended September 30, 2006 and September 30, 2005 were due either to unvested options terminating in accordance with the provisions of the applicable stock option plans upon directors’ or employees’ departures from Farmer Mac or vested options terminating unexercised on their expiration date. For the three-month and the nine-month periods ended September 30, 2006, the additional paid-in capital received from stock option exercises was $1.8 million and $3.8 million, respectively, compared to $0.2 million and $0.7 million for the comparable periods in the prior year. For the three-month and the nine-month periods ended September 30, 2006, the reduction of income taxes to be paid as a result of the deduction for stock option exercises was $0.4 million and $1.1 million, respectively, compared to $14,000 and $0.1 million for the comparable periods in the prior year.

- 14 -


The following table summarizes information regarding options outstanding as of September 30, 2006:


   
Options Outstanding
 
Options Exercisable
Range of
Exercise
Prices
 
Number of
Shares
 
Weighted-
Average
Remaining
Contractual
Life
 
Number of
Shares
             
$10.00 - $19.99
 
329,069
 
6.5 years
 
254,725
20.00 - 24.99
 
1,062,801
 
5.7 years
 
736,937
25.00 - 29.99
 
615,349
 
7.1 years
 
241,421
30.00 - 34.99
 
190,418
 
4.7 years
 
190,418
35.00 - 39.99
 
-
 
-
 
-
40.00 - 44.99
 
-
 
-
 
-
45.00 - 50.00
 
500
 
5.5 years
 
500
   
2,198,137
 
 
 
1,424,001

The weighted-average grant date fair values of options granted in 2006, 2005 and 2004 were $10.03, $6.69 and $7.34 per share, respectively. The fair values were estimated using the Black-Scholes option pricing model based on the following assumptions:

   
2006
 
2005
 
2004
 
Risk-free interest rate
   
5.0
%
 
3.9
%
 
4.3
%
Expected years until exercise
   
6 years
   
7 years
   
5 years
 
Expected stock volatility
   
36.9
%
 
46.3
%
 
47.8
%
Dividend yield
   
1.6
%
 
1.9
%
 
0.0
%

(f) Reclassifications
 
Certain reclassifications of prior period information were made to conform to the current period presentation.

(g) New Accounting Standards

In May 2005, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 154, Accounting Changes and Error Corrections (“SFAS 154”), which replaced Accounting Principles Board Opinion No. 20, Accounting Changes, and FASB Statement No. 3, Reporting Accounting Changes in Interim Financial Statements. SFAS 154 requires retrospective application to prior periods’ financial statements for changes in accounting principles, unless determination of either the period specific effects or the cumulative effect of the change is impracticable or otherwise promulgated. SFAS 154 is effective for fiscal years beginning after December 15, 2005. Farmer Mac’s adoption of SFAS 154 effective January 1, 2006 did not have a material effect on Farmer Mac’s results of operations or financial position.

- 15 -


In February 2006, FASB issued Statement of Financial Accounting Standards No. 155, Accounting for Certain Hybrid Financial Instruments - an Amendment of FASB Statements No. 133 and 140 (“SFAS 155”), which resolves issues addressed in Statement 133 Implementation Issue No. D1, Application of Statement 133 to Beneficial Interests in Securitized Financial Assets. SFAS 155, among other things, permits the fair value re-measurement of any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation; clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS 133; and establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation. SFAS 155 is effective for all financial instruments acquired or issued in a fiscal year beginning after September 15, 2006. SFAS 155 is not expected to have a material effect on Farmer Mac’s results of operations and financial position.

In March 2006, FASB issued Statement of Financial Accounting Standards No. 156, Accounting for Servicing of Financial Assets (“SFAS 156”), which requires that all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable and permits the entities to elect either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement of Financial Accounting Standards No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, for subsequent measurement. SFAS 156 is effective on January 1, 2007. The adoption of SFAS 156 is not expected to have a material effect on Farmer Mac’s results of operations or financial position.

In July 2006, FASB issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 (“FIN 48”), which clarifies the accounting for uncertainty in tax positions. This Interpretation requires the recognition in financial statements of the impact of a tax position if that position is more likely than not to be sustained on audit, based on the technical merits of the position. The provisions of FIN 48 are effective for fiscal years beginning after December 31, 2006, with the cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. Farmer Mac is currently evaluating the impact, if any, that FIN 48 will have on its financial statements.

In September 2006, the SEC issued Staff Accounting Bulletin No. 108 (“SAB 108”), Quantifying Financial Misstatements, which expresses the SEC’s views regarding the process of quantifying financial statement misstatements. Registrants are required to quantify the impact of correcting all misstatements, including both the carryover and reversing effects of prior year misstatements, on the current year financial statements. The techniques most commonly used in practice to accumulate and quantify misstatements are generally referred to as the “rollover” (current year income statement perspective) and “iron curtain” (year-end balance perspective) approaches. The financial statements would require adjustment when either approach results in quantifying a misstatement that is material, after considering all relevant quantitative and qualitative factors. SAB 108 is not expected to have a material effect on Farmer Mac’s results of operations and financial position.

- 16 -


Note 2.
Farmer Mac Guaranteed Securities

The following table sets forth information about Farmer Mac Guaranteed Securities retained by Farmer Mac as of September 30, 2006 and December 31, 2005.

   
Septemer 30, 2006
 
December 31, 2005
 
   
Available-
for-Sale
 
Held-to-
Maturity
 
Total
 
Available-
for-Sale
 
Held-to-
Maturity
 
Total
 
   
(in thousands)
 
Farmer Mac I
 
$
408,666
   
$
36,233
   
$
444,899
   
$
492,158
   
$
41,573
   
$
533,731
 
Farmer Mac II
   
-
   
870,902
   
870,902
   
-
   
797,245
   
797,245
 
Total
 
$
408,666
 
$
907,135
 
$
1,315,801
 
$
492,158
 
$
838,818
 
$
1,330,976
 
                                       
Amortized cost
 
$
401,128
 
$
907,135
 
$
1,308,263
 
$
477,561
 
$
838,818
 
$
1,316,379
 
Unrealized gains
   
10,792
   
217
   
11,009
   
18,395
   
448
   
18,843
 
Unrealized losses
   
(3,254
)
 
(7,752
)
 
(11,006
)
 
(3,798
)
 
(8,339
)
 
(12,137
)
Fair value
 
$
408,666
 
$
899,600
 
$
1,308,266
 
$
492,158
 
$
830,927
 
$
1,323,085
 

The temporary unrealized losses presented above are principally due to changes in interest rates from the date of acquisition to September 30, 2006 and December 31, 2005, as applicable. Farmer Mac has the intent and ability to hold its guaranteed securities until either the market value recovers or the securities mature.

The table below presents a sensitivity analysis for Farmer Mac’s retained Farmer Mac Guaranteed Securities as of September 30, 2006.
 
 
 
September 30, 2006 
 
 
 
(dollars in thousands) 
 
Fair value of beneficial interests retained in Farmer Mac Guaranteed Securities
 
$
1,308,266
 
 
     
Weighted-average remaining life (in years)
   
4.5
 
 
     
Weighted-average prepayment speed (annual rate)
   
11.7
%
Effect on fair value of a 10% adverse change
 
$
(341
)
Effect on fair value of a 20% adverse change
 
$
(627
)
 
     
Weighted-average discount rate
   
5.8
%
Effect on fair value of a 10% adverse change
 
$
(17,218
)
Effect on fair value of a 20% adverse change
 
$
(34,810
)
 
These sensitivities are hypothetical. Changes in fair value based on 10 percent or 20 percent variations in assumptions generally cannot be extrapolated because the relationship of the change in assumptions to the change in fair value may not be linear. Also, the effect of a variation in a particular assumption on the fair value of the retained interest is calculated without changing any other assumption. In fact, changes in one factor may result in changes in another (for example, increases in market interest rates may result in lower prepayments), which might amplify or counteract the sensitivities.

- 17 -


The table below presents the outstanding principal balances as of the periods indicated for Farmer Mac Guaranteed Securities, loans, and LTSPCs.

   
September 30,
2006
 
December 31,
2005
 
   
(in thousands)
 
On-balance sheet assets:
         
Farmer Mac I:
             
Loans
 
$
763,084
 
$
784,422
 
Guaranteed Securities
   
436,721
   
518,250
 
Farmer Mac II:
             
Guaranteed Securities
   
866,663
   
796,224
 
Total on-balance sheet
 
$
2,066,468
 
$
2,098,896
 
               
               
Off-balance sheet assets:
             
Farmer Mac I:
             
LTSPCs
 
$
1,884,223
 
$
2,329,798
 
Guaranteed Securities
   
3,073,307
   
804,785
 
Farmer Mac II:
             
Guaranteed Securities
   
34,171
   
39,508
 
Total off-balance sheet
 
$
4,991,701
 
$
3,174,091
 
               
Total
 
$
7,058,169
 
$
5,272,987
 

Farmer Mac purchases defaulted loans from Farmer Mac I Guaranteed Securities and LTSPCs pursuant to its obligations under its respective contractual commitments. Farmer Mac records purchases of defaulted loans at their fair values. Fair values are determined by appraisal or management’s estimate of discounted collateral value, and represents the cash flows expected to be collected. Farmer Mac records, at acquisition, the difference between each loan’s acquisition cost and its fair value, if any, as a charge-off to the reserve for losses. Subsequent to the purchase, such defaulted loans are treated as nonaccrual loans and, therefore, interest is accounted for on the cash basis. Any decreases in expected cash flows are recognized as impairment. The following table presents information related to Farmer Mac’s purchases of defaulted loans as of  September 30, 2006 and December 31, 2005 and for the three months and nine months ended September 30, 2006 and 2005.

- 18 -


   
Three Months Ended
 
Nine Months Ended
 
   
September 30,
2006
 
September 30,
2005
 
September 30,
2006
 
September 30,
2005
 
   
(in thousands)
 
Fair value at acquisition date
 
$
1,128
 
$
7,218
 
$
5,693
 
$
11,022
 
Contractually required payments receivable
   
1,164
   
7,495
   
5,799
   
11,420
 
Impairment recognized subseqent to acquisition
   
-
   
40
   
-
   
40
 

   
September 30,
2006
 
December 31,
2005
 
   
(in thousands)
 
Outstanding balance
   $
45,343
   $
51,043
 
Carrying amount
   
41,539
   
47,544
 

Net credit losses and 90-day delinquencies as of and for the periods indicated for Farmer Mac Guaranteed Securities, loans and LTSPCs are presented in the table below. Information is not presented for loans underlying Farmer Mac I Guaranteed Securities issued prior to the 1996 Act or Farmer Mac II Guaranteed Securities. Farmer Mac I Guaranteed Securities issued prior to the 1996 Act are supported by unguaranteed first loss subordinated interests, which are expected to exceed the estimated credit losses on those loans. The guaranteed portions collateralizing Farmer Mac II Guaranteed Securities are guaranteed by the USDA. Each USDA guarantee is an obligation backed by the full faith and credit of the United States. As of September 30, 2006, Farmer Mac had not experienced any credit losses on any Farmer Mac I Guaranteed Securities issued prior to the 1996 Act or on any Farmer Mac II Guaranteed Securities and does not expect to incur any such losses in the future.

- 19 -


   
90-Day
Delinquencies (1)
 
Net Credit
Losses/(Recoveries)
 
   
As of
September 30,
 
As of
December 31,
 
For the Nine Months Ended
September 30,
 
   
2006
 
2005
 
2006
 
2005
 
   
(in thousands)
 
On-balance sheet assets:
                 
Farmer Mac I:
                         
Loans
 
$
23,616
 
$
23,308
 
$
536
 
$
(595
)
Guaranteed Securities
   
-
   
-
   
-
   
-
 
Total on-balance sheet
 
$
23,616
 
$
23,308
 
$
536
 
$
(595
)
                           
                           
Off-balance sheet assets:
                         
Farmer Mac I:
                         
LTSPCs
 
$
4,821
 
$
2,153
 
$
-
 
$
-
 
Guaranteed Securities
   
-
   
-
   
-
   
-
 
Total off-balance sheet
 
$
4,821
 
$
2,153
 
$
-
 
$
-
 
                           
Total
 
$
28,437
 
$
25,461
 
$
536
 
$
(595
)
 
(1)
Includes loans and loans underlying post-1996 Act Farmer Mac I Guaranteed Securities and LTSPCs that are 90 days or more past due, in foreclosure, restructured after delinquency, and in bankruptcy, excluding loans performing under either their original loan terms or a court-approved bankruptcy plan.

Note 3.
Off-Balance Sheet Guarantees and Long-Term Standby Purchase Commitments

Overview

Farmer Mac offers approved agricultural and rural residential mortgage lenders two off-balance sheet alternatives to increase their liquidity or lending capacity while retaining the cash flow benefits of their loans: (1) Farmer Mac Guaranteed Securities, which are available through either the Farmer Mac I program or the Farmer Mac II program; and (2) LTSPCs, which are available only through the Farmer Mac I program. Both of these alternatives result in the creation of off-balance sheet obligations for Farmer Mac in the ordinary course of its business.

- 20 -


Off-Balance Sheet Farmer Mac Guaranteed Securities

Periodically Farmer Mac transfers agricultural mortgage loans into trusts that are used as vehicles for the securitization of the transferred assets and the beneficial interests in the trusts are sold to third party investors. The following table summarizes certain cash flows received from and paid to these trusts:
 
   
Nine Months Ended
 
   
September 30, 2006
 
September 30, 2005
 
   
(in thousands)
 
Proceeds from new securitizations
 
$
3,168
 
$
24,073
 
Guarantee fees received
   
1,313
   
1,329
 
Purchases of assets from the trusts
   
506
   
2,508
 
Servicing advances
   
64
   
6
 
Repayment of servicing advances
   
69
   
21
 
 
The following table presents the outstanding balance of off-balance sheet Farmer Mac Guaranteed Securities, which represents the maximum principal amount of potential undiscounted future payments that Farmer Mac could be required to make with respect to those securities as of September 30, 2006 and December 31, 2005, not including offsets provided by any recourse provisions, recoveries from third parties or collateral for the underlying loans.

Outstanding Balance of Off-Balance Sheet
Farmer Mac Guaranteed Securities
 
   
September 30,
2006
 
December 31,
2005
 
   
(in thousands)
 
           
Farmer Mac I Guaranteed Securities
 
$
3,073,307
 
$
804,785
 
Farmer Mac II Guaranteed Securities
   
34,171
   
39,508
 
               
Total Farmer Mac I and II
 
$
3,107,478
 
$
844,293
 

As of September 30, 2006, the weighted-average remaining maturity of all loans underlying off-balance sheet Farmer Mac Guaranteed Securities, excluding AgVantage securities, was 14.6 years. For those securities issued or modified on or after January 1, 2003, Farmer Mac has recorded a liability for its obligation to stand ready under the guarantee in the guarantee and commitment obligation on the condensed consolidated balance sheet. This liability approximated $13.7 million as of September 30, 2006 and $5.2 million as of December 31, 2005.

Long-Term Standby Purchase Commitments (LTSPCs)

An LTSPC is a commitment by Farmer Mac to purchase eligible loans from a segregated pool of loans, either for cash or in exchange for Farmer Mac I Guaranteed Securities, on one or more undetermined future dates.

- 21 -


As of September 30, 2006 and December 31, 2005, the maximum principal amount of potential undiscounted future payments that Farmer Mac could be requested to make under LTSPCs, not including offsets provided by any recourse provisions, recoveries from third parties or collateral for the underlying loans, was $1.9 billion and $2.3 billion, respectively.

As of September 30, 2006, the weighted-average remaining maturity of all loans underlying LTSPCs was 15.3 years. For those LTSPCs issued or modified on or after January 1, 2003, Farmer Mac has recorded a liability for its obligation to stand ready under the commitment in the guarantee and commitment obligation on the condensed consolidated balance sheet. This liability approximated $17.4 million as of September 30, 2006 and $12.4 million as of December 31, 2005.

Note 4.
Comprehensive Income

Comprehensive income/(loss) represents all changes in stockholders’ equity except those resulting from investments by or distributions to stockholders, and is comprised primarily of net income available to common stockholders and unrealized gains and losses on securities available-for-sale net of related taxes. The following table sets forth Farmer Mac’s comprehensive income for the three and nine months ended September 30, 2006 and 2005:

   
Three Months Ended
 
Nine Months Ended
 
   
September 30,
2006
 
September 30,
2005
 
September 30,
2006
 
September 30,
2005
 
   
(in thousands)
 
                   
Net income/(loss) available to common stockholders
 
$
(6,258
)
$
19,348
 
$
22,211
 
$
35,170
 
                           
Unrealized gains/(losses) on securities
   
12,128
   
(24,582
)
 
(12,058
)
 
(26,238
)
Amortization of FAS 133 transition adjustment on financial derivatives
   
202
   
260
   
660
   
840
 
Other compehensive income/(loss), before tax
   
12,329
   
(24,322
)
 
(11,398
)
 
(25,398
)
                           
Income tax expense/(benefit) related to items of other comprehensive income
   
4,315
   
(8,513
)
 
(3,989
)
 
(8,889
)
Other comprehensive income/(loss), net of tax
   
8,014
   
(15,809
)
 
(7,409
)
 
(16,509
)
Comprehensive income available to common stockholders
 
$
1,756
 
$
3,539
 
$
14,802
 
$
18,661
 
 
- 22 -


Note 5.
Investments

As of the dates indicated below, Farmer Mac’s investment portfolio was comprised of the following investment securities:

   
September 30,
2006
 
December 31,
2005
 
   
(in thousands)
 
Held-to-maturity
 
$
10,602
 
$
10,602
 
Available-for-sale
   
1,880,135
   
1,604,419
 
Trading
   
5,523
   
6,920
 
   
$
1,896,260
 
$
1,621,941
 

The amortized cost and estimated fair values of investments as of September 30, 2006 and December 31, 2005 were as follows:

   
As of September 30, 2006
 
As of December 31, 2005
 
   
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
 
   
(in thousands)
 
Held-to-maturity:
                                 
Cash investment in fixed rate guaranteed investment contract
 
$
10,602
  
$
-
  
$
(6
$
10,596
  
$
10,602
  
$
18
  
$
-
  
$
10,620
 
Total held-to-maturity
 
$
10,602
 
$
-
 
$
(6
)
$
10,596
 
$
10,602
 
$
18
 
$
-
 
$
10,620
 
                                                   
Available-for-sale:
                                                 
Floating rate asset-backed securities
 
$
272,148
 
$
825
 
$
-
 
$
272,973
 
$
336,647
 
$
941
 
$
-
 
$
337,588
 
Floating rate corporate debt securities
   
386,818
   
429
   
(4
)
 
387,243
   
230,787
   
515
   
(10
)
 
231,292
 
Fixed rate corporate debt securities
   
604,530
   
29
   
(3,833
)
 
600,726
   
520,381
   
-
   
(1,950
)
 
518,431
 
Fixed rate preferred stock
   
237,338
   
9,164
   
(711
)
 
245,791
   
239,033
   
11,687
   
(304
)
 
250,416
 
Fixed rate commercial paper
   
209,876
   
-
   
-
   
209,876
   
90,848
   
-
   
-
   
90,848
 
Floating rate mortgage-backed securities
   
153,281
   
571
   
(9
)
 
153,843
   
175,441
   
481
   
(78
)
 
175,844
 
Fixed rate mortgage-backed securities
   
9,859
   
-
   
(176
)
 
9,683
   
-
   
-
   
-
   
-
 
Total available-for-sale
 
$
1,873,850
 
$
11,018
 
$
(4,733
)
$
1,880,135
 
$
1,593,137
 
$
13,624
 
$
(2,342
)
$
1,604,419
 
                                                   
Trading:
                                                 
Adjustable rate mortgage-backed securities
 
$
5,461
 
$
62
 
$
-
 
$
5,523
 
$
6,867
 
$
53
 
$
-
 
$
6,920
 
Total trading
 
$
5,461
 
$
62
 
$
-
 
$
5,523
 
$
6,867
 
$
53
 
$
-
 
$
6,920
 

The temporary unrealized losses presented above are principally due to changes in interest rates from the date of acquisition to September 30, 2006 and December 31, 2005, as applicable.

- 23 -


Farmer Mac has the intent and ability to hold its investment securities until either the market value recovers or the securities mature.

As of September 30, 2006, Farmer Mac owned one held-to-maturity investment that matures in 2006 with an amortized cost of $10.6 million, a fair value of $10.6 million, and a yield of 6.5 percent. As of September 30, 2006, Farmer Mac owned trading investment securities that mature after 10 years with an amortized cost of $5.5 million, a fair value of $5.5 million, and a weighted average yield of 5.38 percent. The amortized cost, fair value and yield of investments by remaining contractual maturity for available-for-sale investment securities as of September 30, 2006 are set forth below. Asset- and mortgage-backed securities are included based on their final maturities, although the actual maturities may differ due to prepayments of the underlying assets or mortgages.

   
Investment Securities
Available-for-Sale
as of September 30, 2006
 
   
Amortized Cost
 
Fair Value
 
Yield
 
   
(dollars in thousands)
 
Due within one year
 
$
329,413
 
$
329,288
   
2.12
%
Due after one year