Annual Report 2011 Stable. Integral. Dedicated. A strong foundation as we build for future growth in U.S. exports. Building for Future Growth through Stability, Integrity, Dedication & Financial Strength Private Export Funding Corporation Annual Report 2011 Chairman’s Letter 2 Business Year in Review 4 Summary of PEFCO’s Business 8 PEFCO’s Relationship with Ex-Im Bank 17 Management’s Discussion & Analysis 21 Report of Independent Auditors 25 Consolidated Financial Statements 26 Management’s Report 45 Five Year Financial Data & Independent Audit Fees 47 Board of Directors & Officers 48 Advisory Board & Exporters’ Council 51 Small Business Lender Council 51 PEFCO Shareowners 52 Additional Information 53 PEFCO Annual Report 2011 Table of Contents: CHAIRMAN’s LETTER $3.0 billion “Continuing its strong growth in business in recent years, PEFCO saw its loan commitments in 2011 reach a record $3.0 billion compared to $1.6 billion in 2010.” To: PEFCO Shareowners, I am pleased to report an improvement in PEFCO’s earnings and a significant record number of loan commitments in this past year, our 41st year of operations. Our results were achieved against a backdrop of continued high financial market volatility and global economic uncertainty. The value of PEFCO’s model has stood the test of time as it continues to provide the supplemental liquidity that is needed to ensure the financing of U.S. goods and services in the export markets and, thereby, to help to create and sustain U.S. jobs. Net income for our most recent 2011 fiscal year grew to $3.4 million, compared to $1.4 million in 2010. Our return on equity increased to 3.16% compared to 1.45% and our earnings per share was $226 compared to $94 in 2010. Continuing its strong growth in business in recent years, PEFCO saw its loan commitments in 2011 reach a record $3.0 billion compared to $1.6 billion in 2010. To put this in historical perspective, our loan commitment volume averaged close to $792 million 2 per year for the 20 years prior to 2008. Despite the turmoil in the financial markets in 2008 and 2009, our loan commitments increased to almost $2 billion in each of those years. In addition to the significant increase in the volume of Ex-Im Bank loan commitments, this year’s increase was also helped by global regulatory changes, as financial institutions adjusted for liquidity and balance sheet growth. We believe our increased demand for loan commitments will continue for the foreseeable future. As a result, we are continuing to focus on increasing our capital base to support this demand. We are actively pursuing both current shareowners and other financial institutions and exporters that actively use our balance sheet. While our capital base is at its highest level ever, we feel it still needs to be higher to support the level of growth that we anticipate. Mindful of our goal of capital preservation, our Board has accepted management’s recommendation to forego a dividend payment for fiscal year 2011 and we intend to retain earnings, as in the past, to bolster our capital and support our growing activities. Direct and Secondary Long-Term Programs totaled close to $2.6 billion from twenty one transactions through twelve sponsoring banks. Financing of small business exports represented 12% of our total loan commitments in 2011 for a total of $368 million comprised of 163 loans. Our small business export activity consists of both short-term and medium-term loans. While medium-term loan growth has remained about unchanged year-over-year, the short-term program has shown significant growth these past few years. I want especially to note that our results this year could not have been achieved without the dedication and loyal support of our staff and the valuable assistance of all of the members of our Board. We also acknowledge, with appreciation, the constructive cooperation of Ex-Im Bank’s Chairman, Fred Hochberg, and all of his colleagues at the Export-Import Bank. We wish to also acknowledge the valuable input from the members of our Advisory Board, our Exporters’ Council and our Small Business Lender Council. During the past year, there were changes to the Board of Directors. Joseph C. Guyaux, President of PNC Financial Services Group and a director since 2003, and S. Todd Maclin, Executive Vice President, JPMorgan Chase and a director since 2007, retired from our Board. During Joe’s tenure on the Board, he served on numerous committees, including the Audit Committee and the Compensation and Management Development Committee. Todd also served on the Audit Committee as well as, the Nominating and Governance Committee. We at PEFCO thank both Joe and Todd for their years of selfless service to PEFCO and for their contributions to the Board. We look forward to providing even more service and support in the promotion of U.S. exports and thank you, our shareowners, for your continued support. Don B. Taggart Chairman, President and CEO We note with great sadness the passing on December 22, 2010, of our friend and distinguished Board member, George J. Vojta, after a short illness. George served on our Board for 20 years and provided the Board and PEFCO management with valuable insight and wisdom. He will be greatly missed by us all. PEFCO Annual Report 2011 Sincerely yours, We are pleased to report that we have two new Board members: Philip F. Bleser, CEO of Global Corporate Bank in North America for JPMorgan; and Robert D. Matthews, Jr, Vice Chairman of Royal Bank of Scotland Citizens Financial Group. Both of them bring a wealth of experience to our Board. “I want especially to note that our results this year could not have been achieved without the dedication and loyal support of our staff and the valuable assistance of all of the members of our Board.” 3 business year in review Committed to Growing Opportunities for America’s Export Businesses We are focused on the growth of U.S. Exports. By helping our country compete, we open more markets and create more opportunities to grow our economy. 4 5 PEFCO Annual Report 2011 Outstanding Loans by Product were: (in millions) Equipment 9 Telecommunications 29 Environmental 124 Other 31 28 Energy 550 Infrastructure Automobiles Small Business 250 562 Aircraft 4,258 business year in review Total $5,841 OPIC EXIM PEFCO’s programs have enabled the world-wide export of various U.S. products. Outstanding Export Loans guaranteed or insured by EX-IM Bank and OPIC as of September 30, 2011. Outstanding Loans by Country were: (in millions) Norway 368 Ireland 307 Canada 125 Cayman Islands 116 Croatia 105 Mexico 477 Panama Brazil 1,012 6 Chile 495 Kuwait 63 Israel 60 Nigeria 117 293 Other 718 Turkey 231 Saudi Arabia 80 Angola 256 Total $5,841 China 175 Korea 158 Japan 108 Taiwan 58 Philippines 53 Indonesia 148 Australia 318 OPIC EXIM Private Export Funding Corporation (“PEFCO”) new loan commitments were a record $2,948 million in 2011, compared to new loan commitments of $1,643 million in 2010. New commitments in the Short and Medium – Term Loan Programs and under our Small Business Programs were $368 million in 2011. FUNDING During 2011, PEFCO issued a total of $1.2 billion of Secured Notes under a $1.5 billion issuance limit as approved by Ex-Im Bank and the Board of Directors. Issuances included three original issue series, and two re-openings of existing series as detailed in the following table. Series EARNINGS PEFCO’s net income in 2011 was $3.4 million compared to net income of $1.4 million in 2010. Net financing income increased to $8.7 million in 2011 from $6.5 million in 2010. The average balance of financing assets increased in 2011 by $709 million and the average balance of financing liabilities increased by $722 million in 2011. The average financing revenue interest rate decreased by .23%, while the average financing expense interest rate also decreased .25%. No. of Loan Commitments 17 Products AIRCRAFT CC Z reopen BB reopen DD EE DIVIDEND 400 100 100 300 300 JPM/RBS US Bancorp BAML Citi/JPM BAML/RBS The Board of Directors voted not to declare a dividend for the fiscal year ending September 30, 2011. The Board’s decision was based on the view that PEFCO will continue to see a large number of loan commitments and the belief that the retention of earnings is in the best interest of PEFCO and its shareowners as PEFCO increases its capital base. Amounts (in millions) $ 2,018 ENERGY 462 3 OTHER 100 SMALL BUSINESS 368 185 Lead Underwriter 1,200 2 163 Amount (in millions) PEFCO Annual Report 2011 LENDING $ 2,948 Committed to Growing Opportunities for America’s Export Businesses 7 summary of pefco’s business Introduction: PEFCO was incorporated on April 9, 1970 under Delaware law and is principally engaged in making U.S. dollar loans to foreign importers to finance purchases of goods and services of United States m ­ anufacture or origin. PEFCO’s shareowners include most of the major commercial banks involved in financing U.S. exports, industrial companies involved in exporting U.S. products and s­ ervices, and financial ­services companies. PEFCO was established with the support of the United States Department of the Treasury and the Export-Import Bank of the United States (“Ex-Im Bank”) to assist in the financing of U.S. exports through the mobilization of private c­ apital as a supplement to the financing already available through Ex-Im Bank, commercial banks and other lending institutions. Ex-Im Bank 8 has cooperated in the operation of PEFCO through various agreements described under “PEFCO’s Relationship with Ex-Im Bank” and in the “Notes to the Consolidated Financial Statements.” Since all loans made by PEFCO are guaranteed or insured as to the due and punctual payment of principal and interest by Ex-Im Bank or other U.S. government institutions, such as the Overseas Private Investment Corporation (“OPIC”), whose obligations are backed by the full faith and credit of th­e United States, PEFCO relies upon this U.S. government support and does not make ­evaluations of credit risks, appraisals of economic ­conditions in foreign countries, or reviews of other factors in making its loans. PEFCO’S LENDING PROGRAMS Short and Medium-Term Programs Short-Term Program PEFCO offers to purchase short-term loans under its Working Capital Facility and Short-Term Insured Loan Facility. PEFCO will purchase loans from lenders who have demonstrated an understanding of, and ability to work with, Ex-Im Bank insurance and guarantee programs. Loan amount, exporter size, borrower’s country, and the underlying item financed are not factors in our decision to purchase. All loans are purchased by PEFCO on a non-recourse basis. While defaulted loans must and will be assigned to Ex-Im Bank upon its payment of a claim, performing loans are held by PEFCO in its portfolio to maturity. By selling to PEFCO, a lender achieves its financial objectives – improved profitability, removal from the balance sheet of low-yielding assets, a freeing up of capacity for borrowers, and reduced loan portfolio size while maintaining its lending relationship with the borrower. Standard Programs Loans disbursed by a lender may be subsequently sold to PEFCO under one of our Standard Facilities. The loans must be insured or guaranteed against nonpayment under a documentary insurance policy or a guarantee by Ex-Im Bank. PEFCO will only purchase the amount covered by the Ex-Im Bank insurance or guarantee. Working Capital Facility: PEFCO purchases participations in working capital loans guaranteed against non-payment under an Ex-Im Bank Working Capital Guarantee. PEFCO will purchase the 90% guaranteed portion of each loan. The lender funds and retains the risk of the 10% non-guaranteed portion. PEFCO will purchase transaction specific or revolving loans, and can include participations in standby letters of credit included under the Ex-Im Bank guarantee. Short-Term Insured Loan Facility: PEFCO purchases participations in short-term loans insured against nonpayment under an Ex-Im Bank “documentary” or small business “enhanced” policy. The lender can (i) lend directly to the overseas buyer or foreign bank or (ii) p ­ urchase insured buyer obligations. PEFCO purchases the Ex-Im Bank insured portion of each loan (90%, 95%, 98% or 100%). The lender or exporter retains the risk of the non-insured portion. Other features of PEFCO’s Short-Term Facilities: • All purchases are governed by a master loan participation agreement between the lender and PEFCO. PEFCO Annual Report 2011 These programs are a d ­ ependable source of liquidity for lenders using Ex-Im Bank short- and mediumterm insurance and guarantee programs. The lender is always our customer; PEFCO does not finance exporters directly. The PEFCO Short and Medium-Term Programs include our Standard Programs, our Special Initiatives and our Small Business Initiative. • There is no minimum amount per loan. • P EFCO will purchase a participation in any shortterm loan or letter of credit structure acceptable to Ex-Im Bank. • T he lender retains responsibility for servicing the loan and maintaining the Ex-Im Bank guarantee or policy. 2011 PEFCO Programs Long Term: $ 2,580 million (22 transactions) Short/Medium Term: 368 million (163 transactions) Total: $ 2,948 million (185 transactions) 9 For lenders not able to make a loan directly, PEFCO will “stand-in” as direct lender on behalf of the originating lender. Medium-Term Program the Stand-In Lender for a variety of reasons including loan size or because a borrower may be located outside the lender’s marketing area. Guaranteed Note Facility: PEFCO purchases mediumterm loans guaranteed against non-payment under an Ex-Im Bank medium-term guarantee (“ECP-MGA”). Interest rates can be floating or fixed. Fixed rates can be set in advance of the PEFCO purchase date. Other features of PEFCO Medium-Term Facilities: • All purchases are governed by a master note purchase agreement. PEFCO offers four medium-term secondary market facilities and a medium-term direct loan facility. summary of pefco’s business Discount Facility: PEFCO offers a special program under the Guaranteed Note Facility used for guaranteed loans requiring a fixed interest rate to be set prior to shipment of the items. Once set, the fixed interest is held constant until the final disbursement, even when the note has multiple disbursements over many months, without payment of an up front fee. Insured Note Facility: PEFCO purchases medium-term loans insured against non-payment under an Ex-Im Bank medium-term policy, including the hybrid distributor policy. Interest rates can be floating or fixed. Fixed rates can be set in advance of the PEFCO purchase date. Guaranteed Lease Facility: PEFCO purchases mediumterm leases guaranteed against non-payment under an Ex-Im Bank ECP-MGA. Interest rates can be floating or fixed. Fixed rates can be set in advance of the PEFCO purchase date. Stand-In Lender Facility: For lenders not able to make a loan directly, PEFCO will “stand-in” as direct lender on behalf of the originating party. The originating lender must participate in preparing the application to Ex-Im Bank, acquiring related documentation and maintaining the borrower relationship. Lenders ask PEFCO to be 10 •N ote amounts range from $10,000,000 to $100,000 and possibly smaller. •P EFCO will fund any note structure acceptable to ExIm Bank. •P EFCO will purchase single notes or portfolios, new notes or partially repaid notes, single-disbursement or multiple-disbursement notes, buyer credits or supplier credits, and financial leases. •E xcept for the Discount Facility and the Stand-in Lender Facility, the lender retains responsibility for servicing the loan and maintaining the Ex-Im Bank guarantee or policy. PEFCO holds the original note. •F or the Discount Facility and the Stand-In Lender Facility PEFCO always assumes responsibility for collecting payments and maintaining the Ex-Im Bank guarantee. PEFCO holds the original note. Small Loan Program: For exporters of small value items with a Small Business Policy. PEFCO will work with the exporter’s lender, or a reliable lender ­introduced by PEFCO, to facilitate ­obtaining access to financing. Medium-Term Accessible Lender Program: A referral service for exporters. PEFCO will introduce the exporter to a reliable lender willing to p ­ rovide medium-term export financing on a transactional basis. Committed Purchase Program: For lenders needing certainty of access to PEFCO funding over extended periods. PEFCO provides a written commitment to purchase an aggregate amount over a specified term (typically one year) on defined terms and interest rates. Actual loan commitments are made individually. Emerging Markets Lender Program: For ­foreign lenders with their own Master Guarantee Agreement (“MGA”) that finance importers in their own and other countries, but which lack access to competitively-priced U.S. dollars. Small Lender Program: For small U.S. and foreign lenders with their own MGA that specialize in financing small exporters and small-value loans but which fail to meet PEFCO’s minimum standards for financial strength. Small Note Program: For exporters of small-value products or services, PEFCO will work with the exporter’s lender, or a reliable lender is introduced by PEFCO, to enable the exporter to obtain financing. Trade Association Program: A service for organizations with exporting members (e.g., trade associations and City/State agencies). PEFCO will work with the organization to provide its members with access to financing from reliable sources. Small Business Initiative The PEFCO Small Business Initiative is a direct result of our strong commitment to assist small business exporters (as defined by the U.S. Small Business Administration) in obtaining access to reliable lenders for financing their exports. The cornerstone of the Small Business Initiative is the PEFCO Small Business Lender Council (the “Council”). The Council is a network of lenders committed to supporting Ex-Im Bank’s outreach to small business exporters. Members of the Council include banks and trade finance companies. Ex-Im Bank participates on the Council as an ex-officio member. The Council has two principal functions; as a funding source for small business exporters, and as a forum where Ex-Im Bank can have frank discussions with lenders on subjects of common interest. PEFCO Annual Report 2011 Special Initiatives Short-Term The Council’s dedicated website is located at: http://www.pefco-smallbusinesslenders.com Small Business Commitments Short & Medium Term Long Term Commitments 2011 $ 368 million 2011 $ 2,580 million 2010 $ 547 million 2010 $ 1,096 million 2009 $ 369 million 2009 $ 1,488 million The Council is a network of lenders committed to supporting Ex-Im Bank’s outreach to small business exporters. 11 Long-Term Loan Programs Direct Loan Program summary of pefco’s business Under the Direct Loan Program, PEFCO acts as the original lender making loans directly to borrowers (as opposed to buying loans made by other lenders) to finance their purchases of U.S. goods and services. All such loans benefit from Ex-Im Bank’s comprehensive long-term guarantee to PEFCO, dated December 15, 1971, as amended (see “PEFCO’s Relationship with Ex-Bank”). PEFCO Direct Loans are available for transactions which have an Ex-Im Bank guaranteed value of $10 million or more and a repayment term of five years or more. The PEFCO Direct Loan Program is typically limited to borrowers seeking a fixed rate of interest on the Ex-Im Bank guaranteed loans. Ex-Im Bank also allows PEFCO to make its Direct Loans available on a floating rate basis to borrowers located in Sub-Saharan Africa and borrowers engaged in the purchase of “environmental” exports from the U.S. or exports from U.S. small business exporters. Once the fixed rate has been established, a borrower may only cancel or prepay a portion of a loan or loan commitment by paying PEFCO a “make-whole” fee equal to the present value of the reinvestment loss, if any, that would be incurred by PEFCO as a result of such prepayment or cancellation. Secondary Loan Program The purpose of the Secondary Loan Program is to provide liquidity to lenders participating in the Ex-Im Bank guaranteed loan market. PEFCO will support lenders making long-term Ex-Im Bank guaranteed loans by buying such loans from the originating lender. As with the Direct Loan Program, such loans typically have an original value of $10 million or more and were originally scheduled to be repaid in five years or more. As with the Direct Loan Program, the rates (yields) at which PEFCO is willing to buy such loans will be a function of PEFCO’s estimated cost of funds at the time of such purchase. The interest rates on Direct Loans (whether fixed or floating) are based on PEFCO’s estimated cost of funds at the time the rate is calculated, taking into account the disbursement and repayment characteristics of the loan. PEFCO’s estimated cost of funds is a function of the then current U.S. Treasury yield for a maturity similar to the average life of the loan being funded, plus the estimated margin over the Treasury yield required to place PEFCO Secured Notes with investors, warehousing and hedging costs, if any, and a modest margin for expenses, risk and return to shareholders. Lenders are also able to obtain commitments from PEFCO to purchase loans in the future (in advance of disbursement of such loan by the originating lender). Moreover, by agreement with Ex-Im Bank, as of September 29, 2009, PEFCO is no longer limited to purchasing floating rate loans in connection with “environmental” transactions and from sub-Saharan borrowers. PEFCO is now free to purchase both floating and fixed rate long-term loans for which ExIm Bank gave its guarantee commitment on or after September 29, 2009 without restriction. In the case of fixed rate loans, PEFCO allows a great deal of flexibility with respect to the timing of the rate fixing. Borrowers are able to set forward rates in advance of any disbursement under the loan facility or, if they prefer, borrowers may elect to wait up to one year after disbursement of the loan to set the fixed rate. Many bank and non-bank lenders which had previously not been active under Ex-Im Bank’s long-term guarantee program have used this program to support their exporting customers’ financing needs. Some of these lenders were introduced to PEFCO’s Long-Term Loan Programs through PEFCO’s Short and MediumTerm Program. Floating interest rates are set by determining a fixed spread to LIBOR, based on PEFCO’s estimated cost of funds described above. PEFCO may also charge commitment fees calculated on the undisbursed and uncancelled amount of the loan commitment. In 2011 PEFCO made commitments worth $1.3 billion under the Secondary Loan Program which represents 42% of all Long-Term Commitments. PEFCO Direct Loans are available for transactions which have an Ex-Im Bank guaranteed value of $10 million or more and a repayment term of five years or more. 12 PEFCO manages the liquidity and interest rate exposures arising from loan assets and unfunded loan commitments through the combination of short term funding, secured note issuances and interest rate derivatives. This approach allows for targeting the proper liquidity profile, while controlling exposure to market fluctuations. For fixed rate loan commitments, PEFCO hedges the loan pricing at the time that a borrower accepts a fixed rate loan offer, either through specific hedging actions or within the context of managing the interest rate risk in the overall book. In cases where a derivative hedge is utilized, PEFCO hedges the fixed rate loan commitments using interest rate swaps in advance of loan funding to immunize the interest rate exposure. In cases where a cash hedge is utilized for fixed rate loan commitments, PEFCO issues term funding and investments in U.S. Government Securities for the warehousing period prior to loan funding. This approach allows for flexibility in accommodating a range of disbursement schedules. The impact of warehousing may reduce earnings during the warehousing period prior to disbursement of funds, which is incorporated into the loan pricing. 1971 Guarantee Agreement between Ex-Im Bank and PEFCO. Interest paid on the Secured Note Program is explicitly guaranteed by Ex-Im Bank, as specified in the 1971 Guarantee & Credit Agreement. As of September 30, 2011, PEFCO had issued $13.6 billion aggregate principal amount of Secured Notes, of which $4.5 billion aggregate principal amount were outstanding, currently rated, Aaa, by Moody’s and AA+,by Standard & Poor’s. Short-Term Borrowings PEFCO raises short term liquidity to finance loan commitments through the issuance of commercial paper. As of September 30, 2011, PEFCO received short term ratings of P-1 by Moodys’ and A-1 by Standard & Poor’s. In 2011, PEFCO established a new $940 million 364 day facility maturing on June 9, 2012 PEFCO Annual Report 2011 PEFCO’S FUNDING ACTIVITIES Secured Note Issuances For longer term U.S. dollar funding requirements, PEFCO issues secured notes in public markets through underwriters. The Secured Note Program is issued through a trust arrangement on the books of Private Export Funding Corporation under the Indenture, dated June 15, 1975, as supplemented and amended (the “Indenture”). The principal repayments for the Secured Notes are backed by foreign importer notes - export loans guaranteed by Ex-Im Bank - and investment securities explicitly backed by the full faith and credit of the U.S. For each Secured Note issue, the principal cash flows backing the principal must mature prior to the maturity date for redemption of the Secured Note principal. Pledged assets are assigned to and held by The Bank of New York Mellon (a shareowner o­­f PEFCO), as Trustee, as collateral for the benefit of the holders of PEFCO Secured Notes. Foreign importer notes pledged against the notes are backed by the 13 For interest rate risk, Management routinely measures the net present value and duration of interest-sensitive assets and liabilities and maintains current schedules which show asset/ liability mismatches and simulation of future income. summary of pefco’s business and a $235 million three year facility maturing on June 10, 2014. In addition, PEFCO has an existing $270 million three year facility maturing on June, 2013. The combined total of all three facilities is $1,445 million. Of the seventeen lenders across the three credit facilities, nine are shareholders of PEFCO. The credit agreements contain a number of covenants, including a covenant that PEFCO comply with its contractual commitments with Ex-Im Bank, with customary exceptions. As of September 30, 2011, there were no amounts outstanding under any of the credit agreements. In addition, there were no amounts drawn under any of the credit agreements during fiscal year 2011. Certain underwriters of PEFCO Secured Notes, certain dealers of PEFCO short-term notes, and certain participants in the 364 day and three year syndicated credit agreements are shareowners (or their affiliates are shareowners) of PEFCO. Certain officers of certain shareowners also serve as Directors of PEFCO as described herein. Certain shareowners have provided and presently provide a variety of commercial banking services to PEFCO. PEFCO FINANCE CORPORATION PEFCO created PEFCO Finance Corporation (“PFC”), a wholly owned subsidiary, to assist it in the financing of purchases of long-term debt obligations issued by foreign importers of U.S. goods and services. These obligations are guaranteed as to the timely payment of principal and interest by Ex-Im Bank. PFC has obtained funds to purchase such long-term debt obligations by issuing Collateralized Notes pursuant to a separate indenture dated as of June 24, 1998, as supplemented and amended, between PFC and The Bank of New York Mellon, as Trustee (the “Trustee”). The operations 14 of PFC have consisted solely of the issuance of such Collateralized Notes and the purchase of Ex-Im Bank-guaranteed export loans and U.S. government obligations from PEFCO, which were then assigned to and held by the Trustee to secure both the principal and interest on the Collateralized Notes. An election had been made by PFC to treat itself as a financial asset securitization investment trust (“FASIT”) for U.S. federal income tax purposes. The FASIT rules were repealed as the result of tax legislation enacted in 2004. Pursuant to the transition rules, any Collateralized Notes issued by PFC before October 22, 2004, will continue to qualify as regular interests in PFC as long as they remain outstanding in accordance with their original terms. PFC, however, will not issue any additional Collateralized Notes since PFC is inactive. As of September 30, 2011, PFC had no outstanding principal amount of Collateralized Notes. PEFCO POLICIES REGARDING RISK MANAGEMENT PEFCO manages risk exposures for interest rate risk, liquidity and counterparty risk using guidelines approved by its Board of Directors. Management reports twice a year to the Risk Policy Committee of the Board. For interest rate risk, Management routinely measures the net present value and duration of interest-sensitive assets and liabilities and maintains current schedules which show asset/liability mismatches and simulation of future income. Management will not place at risk a 100 basis point movement in interest rates in more than 10% of the pre-tax net present value of capital. As a position limit on investments, Management will not allow non-core business investments (those investments that are not required to cover secured or collateralized note installments in the trust estates and that are unrelated to pre-funding of guaranteed export loans) with a maturity of more than 90 days to exceed $250 million and will mark these investments to market daily. To mitigate liquidity risk, the amount of short-term funding due to mature within a two-week period, ­including commercial paper will not exceed the unutilized portion of the credit facility. In addition, a balance of u ­ nencumbered assets will be m ­ aintained to equal the level of outstanding unsecured borrowings less the unutilized portion of the credit facility. For managing capital leverage, Management operates under a leverage ratio limit that caps guaranteed assets to shareowners’ equity to a level no greater than 75 to 1. PEFCO Annual Report 2011 Management may use derivative contracts, such as interest rate swaps, in fair value and cash flow hedge ­strategies as part of the process to mitigate risk exposure to changes in market interest rates. However, management will not use swaps or other derivative financial instruments for speculative purposes. Management routinely measures the potential interest rate exposure associated with outstanding fixed-rate loan offers. Management limits total fixed-rate loan offers awaiting acceptance at any time to $700 million and close-out i­nterest rate exposure from outstanding ­fixed-rate offers whenever the potential “loss of date” exceeds the “spread income” in respect of fixed-rate loan offers probability of acceptance. 15 For management of counter-party risk on derivative transactions, PEFCO utilizes an approach based upon the “Standardized Method” detailed in the Basel II capital accords (see page 18 of “The Application of Basel II to Trading Activities and the Treatment of Double Default Effects” issued July, 2005, www.bis.org). Two important changes are included in this methodology. First, the required capital against a risk weighted exposure is 20%, a limit level that is 2.5 times the 8% limit typical of Bank regulatory requirements. Second, the maximum use of risk capital for counterparty risk is limited to 16% of PEFCO’s equity. Maximum market value per counterparty is $30 million and the minimum credit rating per counter-party is A. As of September 30, 2011 the counterparty risk capital usage was $6.3 million against a maximum of $16.0 ­million. Exposure at Default (EAD) was $81.9 million ­distributed over 9 counterparties. The maximum counterparty market value exposure to any single counterparty was $18.5 million versus a maximum of $30 million. PEFCO has had a long and significant relationship with the Export-Import Bank of the United States since its inception, providing liquidity support for certain of its guarantee financing facilities. These arrangements are set forth in various agreements that are described herein. summary of pefco’s business This approach integrates both the current net market value per counterparty and the price risk associated with the durations of the positions. Risk weights take into account credit ratings, with AA rated counterparties weighted 20% and A rated counterparties rated 50%. PEFCO has had a long and significant relationship with the Export-Import Bank of the United States since its inception, providing liquidity support for certain of its guarantee financing facilities. 16 PEFCO Annual Report 2011 Under the terms of a Guarantee Agreement, dated December 15, 1971, as amended, between PEFCO and Ex-Im Bank, due and punctual payment of the principal of and interest on all foreign importer notes (“Guaranteed Importer Notes”) evidencing loans made by PEFCO with the approval of Ex-Im Bank will be fully and unconditionally guaranteed by Ex-Im Bank. 17 GUARANTEE AGREEMENT Dated 12/15/1971 pefco’s relationship with ex-im bank Under the terms of a Guarantee Agreement, dated December 15, 1971, as amended, between PEFCO and Ex-Im Bank, due and punctual payment of the principal of and interest on all foreign importer notes (“Guaranteed Importer Notes”) evidencing loans made by PEFCO with the approval of Ex-Im Bank will be fully and unconditionally guaranteed by Ex-Im Bank. At its option, PEFCO (or a trustee acting for the benefit of noteholders with which PEFCO may pledge Guaranteed Importer Notes under the Indenture, dated as of June 15, 1975, as supplemented and amended (the “Indenture”), among PEFCO, Ex-Im Bank and The Bank of New York Mellon, as Trustee (the “Trustee”)) may, after an event of default under any loan agreement pursuant to which PEFCO shall have acquired any Guaranteed Importer Note, elect (i) to have Ex-Im Bank service such Guaranteed Importer Note by continuing the payment of interest and principal in accordance with the terms thereof or (ii) to accelerate the maturity of such Guaranteed Importer Note and have Ex-Im Bank pay the entire amount of such Guaranteed Importer Note plus accrued interest to the date of payment. If PEFCO or the Trustee should exercise the option described in clause (ii) of the preceding sentence, Ex-Im Bank has the right to substitute another Guaranteed Importer Note with a yield to PEFCO at least equal to the yield on, and with approximately the same remaining stated maturities as, the Guaranteed Importer Note in default. The Indenture provides that any Guaranteed Importer Note substituted by Ex-Im Bank must have remaining stated maturities which, together with the stated maturities of the other collateral then subject to the lien of the Indenture, will be sufficient to ensure that, before the dates of any mandatory payments of principal on all Secured Notes outstanding under the Indenture, the Trustee will be provided with cash sufficient to make such payments. In consideration of Ex-Im Bank’s guarantee of the Guaranteed Importer Notes, a one-time front-end exposure fee is payable to Ex-Im Bank by PEFCO at a rate determined by Ex-Im Bank. Such fee is normally paid directly to Ex-Im Bank by the borrower on behalf of PEFCO. Under the terms of a Guarantee Fee Guarantee Agreement dated as of September 15, 1988 between PEFCO and Ex-Im Bank, Ex-Im Bank guarantees PEFCO’s reimbursement by borrowers of all amounts of guarantee fees paid by PEFCO to Ex-Im Bank. The Indenture p ­ rovides that no failure by PEFCO to pay the required guarantee fee will affect Ex-Im Bank’s obligation under any Guaranteed Importer Note subject to the lien of the Indenture. In September 2008, PEFCO entered into an agreement with Ex-Im Bank pursuant to which certain loans purchased by PEFCO that had been guaranteed by Ex-Im Bank under the Ex-Im Bank Master Guarantee Agreement would be eligible to be approved by Ex-Im Bank for coverage under the 1971 Guarantee Agreement and, as a result, could then be eligible to be pledged as collateral in connection with issuances of Secured Notes. 18 In 1971, in order to assist PEFCO in its objective of mobilizing private capital to finance U.S. exports, Ex-Im Bank entered into a Guarantee and Credit Agreement (the “Agreement”) with PEFCO. Pursuant to the Agreement, among other things, Ex-Im Bank agreed, when requested by PEFCO, to guarantee the due and punctual payment of interest on debt obligations of PEFCO approved for issuance by Ex-Im Bank, which currently are PEFCO’s Secured Notes. The Agreement also provides that Ex-Im Bank will make any required payments under its interest guarantees directly to any trustee acting for the benefit of the holders of debt obligations so guaranteed, that any claims Ex-Im Bank may have against PEFCO for any payments made by Ex-Im Bank under such guarantees will not be collected from assets pledged to secure such obligations, unless and until the holders thereof have been paid in full, and that Ex-Im Bank will enter into an agreement with any such trustee to evidence the foregoing understandings. The Indenture contains provisions of the nature described in the foregoing sentence. A semi-annual guarantee fee on the total interest accrued by PEFCO during the preceding semi-annual period on securities on which interest payments have been guaranteed by Ex-Im Bank is payable to Ex-Im Bank under the Agreement. Such fee is computed at the rate of 1/4 of 1% on the first $10,000,000 of such interest expense, 3/16 of 1% on the next $10,000,000 of such interest expense and 1/8 of 1% on the balance, if any, of such interest expense. If Ex-Im Bank makes any payments pursuant to its guarantees of interest on PEFCO’s Secured Notes, the Agreement requires PEFCO, if its net worth exceeds 25% of its paid-in and callable capital, immediately to apply (i) cash and securities held by PEFCO and not pledged to secure any other obligations of PEFCO plus (ii) the aggregate amount which PEFCO can call pursuant to subscription agreements with its shareowners (see Note 8 of the Notes to PEFCO’s Consolidated Financial Statements) to reimburse Ex-Im Bank for such payments. Moreover, if PEFCO has net income in any subsequent semi-annual period, it must apply the amount of such net income to repay Ex-Im Bank for any unreimbursed payments made by Ex-Im Bank under its guarantees of interest on PEFCO debt obligations. Finally, any amounts paid by Ex-Im Bank ­pursuant to its guarantees of interest must be repaid by PEFCO within one year after payment in full of the last maturing PEFCO debt obligation on which interest is ­guaranteed by Ex-Im Bank. Amounts paid by Ex-Im Bank under its guarantee of interest will bear interest at the p ­ revailing rate of interest charged by Ex-Im Bank on direct loans made in the ordinary course of business on the date of such payment by Ex-Im Bank. Such interest is to be payable semi-annually. The Agreement gives Ex-Im Bank a broad measure of supervision over PEFCO’s major financial management decisions. In particular, the Agreement requires the approval of Ex-Im Bank before PEFCO can issue certain debt obligations, make direct loans guaranteed by Ex-Im Bank, purchase its long-term debt obligations prior to their originally stated maturity date, invest its ­surplus funds in assets other than Ex-Im Bank approved investments, declare or pay dividends on its capital stock, transfer all or substantially all of its assets or engage in any business other than the financing of exports of U.S. goods and services. Additionally, the Agreement gives Ex-Im Bank the right to have representatives present at all meetings of PEFCO’s Board of Directors and the right to receive information as to PEFCO’s budgets, financial condition and operating results. PEFCO Annual Report 2011 1971 GUARANTEE AND CREDIT AGREEMENT In 1971, in order to assist PEFCO in its objective of mobilizing private capital to finance U.S. exports, Ex-Im Bank entered into a Guarantee and Credit Agreement (the “Agreement”) with PEFCO. 19 pefco’s relationship with ex-im bank 20 The Agreement, which, as originally executed, was scheduled to terminate on December 31, 1995, has been extended by agreement between Ex-Im Bank and PEFCO to December 31, 2020. PEFCO may also terminate the Agreement as of December 31 in any year on 60 days prior written notice if it is not indebted to Ex-Im Bank at the time. No termination will affect any then outstanding guarantees of Ex-Im Bank or PEFCO’s obligations to pay the guarantee fee on, or to reimburse Ex-Im Bank for any payment by it under, any such guarantee. Under the Agreement, Ex-Im Bank has agreed that no failure by PEFCO to pay the required guarantee fee will affect Ex-Im Bank’s obligations under any outstanding guarantees and that Ex-Im Bank will not exercise any right to terminate, cancel or rescind the Agreement so long as any debt obligations of PEFCO are held by persons other than Ex-Im Bank. The Agreement provides that Ex-Im Bank will, if necessary to meet its obligation, make payments which may be required under its guarantee of interest on all notes outstanding under the Indenture, and to the extent that funds are available in accordance with Section 6 of the Export-Import Bank Act of 1945, as amended, apply to the Secretary of the Treasury for a loan or loans in amounts which, together with other funds available to Ex-Im Bank for such purpose, shall be sufficient to make such payments. Except for the Guarantee Agreement and the Guarantee and Credit Agreement, PEFCO’s guarantees and insurance policies with Ex-Im Bank have additional requirements that must be observed in order to receive payment under the relevant guarantee or policy. Various other provisions governing the relationship between Ex-Im Bank and PEFCO are contained in the Agreement, a copy of which is on file and available for inspection during normal business hours at the offices of PEFCO. The following discussion should be read in conjunction with PEFCO’s Consolidated Financial Statements and the Notes thereto found e ­ lsewhere in this report. PEFCO’s mission is to assist in the financing of U.S. exports by mobilizing private capital as a supplement to the financing already available through Ex-Im Bank, ­commercial banks and other lending institutions. PEFCO accomplishes this objective primarily by ­purchasing medium– and long–term debt obligations issued by f­ oreign importers of U.S. goods and services which are g ­ uaranteed or insured as to the timely payment of principal and interest by Ex-Im Bank, or by other U.S. government institutions whose obligations are backed by the full faith and credit of the United States, or by p ­ urchasing from commercial bank lenders participating interests in such o ­ bligations. PEFCO finances these purchases through the sale of its own ­securities to investors in private transactions. PEFCO also assists small businesses in financing U.S. exports and provides support for certain securitized, guaranteed financing facilities of Ex-Im Bank. Since PEFCO’s creation, the volume of its export loan business has been subject to the initiation of financing transactions involving PEFCO by commercial banks and other lending institutions (including the shareowners of PEFCO), the approval by Ex-Im Bank of PEFCO’s participation in each such transaction, the volume of U.S. exports, and the requirements and policies of Ex-Im Bank with respect to the financing of those exports. The following table is an analysis of financing income (in thousands) for the years ended September 30, 2011 2010 2009 Average Balance Average Rate Interest Revenue Average Balance Average Rate Interest Revenue Average Balance Average Rate Interest Revenue $ 2,468,000 1.38% $ 34,074 $ 2,374,000 1.79% $ 42,372 $ 2,389,000 2.83% $ 67,507 193,000 0.78% 1,512 215,000 0.79% 1,688 301,000 2.30% 6,922 1,038,000 2.12% 21,986 906,000 2.26% 20,460 408,000 3.68% 15,004 749,000 0.67% 5,014 473,000 0.76% 3,587 516,000 2.12% 10,940 312,000 1.77% 5,518 357,000 1.68% 5,991 415,000 2.85% 11,834 286,000 1.66% 4,736 66,000 1.50% 990 66,000 3.13% 2,065 Financing Revenue PEFCO Annual Report 2011 Operations Interest Income Export loans guaranteed or insured by Ex-Im Bank: Primary Long-Term Loan Program Fixed-rate Floating-rate Secondary Long-Term Loan Program Fixed-rate Floating-rate Small Business & Medium-Term Programs Medium-Term Working Capital & Short-Term Insurance Loans Insured by OPIC Long-Term 144,000 0.91% 1,317 170,000 1.10% 1,875 186,000 2.68% 4,991 Medium-Term 147,000 1.30% 1,908 138,000 1.30% 1,795 184,000 2.25% 4,133 5,337,000 1.43% 76,065 4,699,000 1.68% 78,758 4,465,000 2.76% 123,396 838,000 1.07% 8,953 767,000 1.23% 9,416 554,000 2.00% 10,874 $ 6,175,000 1.38% 85,018 $ 5,466,000 1.61% 88,174 $ 5,019,000 2.68% 134,270 Lending Activities Investment Securities Total Commitment and other income Financing Revenue 1,278 591 21,414 $ 86,296 $ 88,765 $ 155,684 21 The following table is an analysis of net financing income (in thousands) for the years ended September 30, 2011 Average Balance 2010 Average Rate Interest Expense Average Balance 2009 Average Rate Interest Expense Average Balance Average Rate Interest Expense Financing Expense Interest Expense Management’s Discussion and Analysis Long-Term Notes $ 4,043,000 1.56% $ 63,268 $ 3,590,000 1.91% $ 68,553 $ 3,060,000 3.17% $ 97,024 Short-Term Notes 2,090,000 0.49% 10,321 1,821,000 0.54% 9,763 1,948,000 1.18% 22,928 $ 6,133,000 1.20% $ 73,589 $ 5,411,000 1.45% $ 78,316 $ 5,008,000 2.40% $ 119,952 Total Commitment and Other Fees Financing Expense Net Financing Income 4,052 3,933 2,505 77,641 82,249 122,457 $ 8,655 $ 6,516 $ 33,227 2011 compared to 2010 PEFCO’s net income was $3.4 million in 2011 compared to net income of $1.4 million in 2010. The increase in net income was the result of an increase in lending volume, incremental gains on sale of securities, prepayment of loans less losses on sale of secured notes, commitment fees and operating expenses as stated below. For the year ended September 30, 2011, financing revenue decreased to $86.3 million from $88.8 million in 2010. The primary reason for the decrease in financing revenue was the decline in short-term and long-term interest rates. Short-term interest rates (LIBOR) are the basis for pricing the floating-rate portfolio while long-term interest rates (Treasury Notes) are the basis for pricing the fixed-rate portfolio. The average balances and yields in the Primary Long-Term Loan Program were: Fixed Rate- $2,468.0 million and 1.38% in 2011 compared to $2,374.0 million and 1.79% in 2010. Floating Rate- $193.0 million and .78% in 2011 compared to $215 million and .79% in 2010. The average balances and yields in the Secondary LongTerm Loan Program were: Fixed Rate- $1,038.0 million and 2.12% in 2011 compared with $906.0 million and 2.26% in 2010. Floating Rate- $749.0 and .67% in 2011 compared with $473.0 million and .76% in 2010. The average balances and yields of the Small Business and Medium-Term Program were: Medium-Term $312.0 and 1.77% in 2011 compared with $357.0 million and 1.68% in 2010. 22 Working Capital and Short-Term Insurance $286.0 million and 1.66% in 2011 compared with $66.0 million and 1.50% in 2010. The average balances and yields of loans insured by OPIC were: Long-Term $144.0 and .91% in 2011 compared with $170.0 million and 1.10% in 2010. Medium-Term $147.0 and 1.30% in 2011 compared with $138.0 million and 1.30% in 2010. The overall average balance of the lending portfolio was at $5,337.0 million and 1.43% in 2011 compared with $4,699.0 million and 1.68% in 2010. PEFCO is using interest rate swaps contracts designated as fair value hedges of certain fixed rate loans. In 2011 the net interest expense of these contracts was $101.6 million ($ 92.8 million in 2010) and this amount was reported as an adjustment to the interest income of fixed rate loans. The Investment Securities portfolio had an average balance of $838.0 million and 1.07% in 2011 compared with $767.0 million and 1.23% in 2010. Accumulated other comprehensive income (loss) increased to $(7.2) million, net of tax in 2011, compared to $(4.6) million net of tax in 2010, as a result of market valuation adjustments to the carrying value of investment securities, cash flow hedges, and pension and post retirement adjustments. Commitments and prepayments were $1.3 million in 2011 compared to $591 thousand in 2010. The increase was primarily due to the receipt in 2011 of approximately $882 thousand prepayment make-whole payments from two borrowers which prepaid the remaining balances of loans. It is PEFCO’s policy to permit borrowers to prepay loans only if the borrower makes PEFCO whole for the economic loss incurred as a result of such prepayment. For the year ended September 30, 2011, financing expense decreased to $77.6 million from $82.2 million in 2010. The primary reason for the decrease in financing revenue was the decrease in short-term and long-term interest rates. Short-term interest rates (Commercial PEFCO is using interest rate swap contracts designated as fair value hedges for certain long term notes and interest rate swap contracts designated as cash flow hedges of certain short term notes. In 2011 the net interest income of the interest rate swaps designated as fair value hedges was $104.9 million ($96.8 million in 2010) and this amount was reported as an adjustment to the interest expense of the long term notes. Furthermore the net interest expense of the interest rate swaps designated as cash flow hedges was $ 4.6 million in 2011 ($4.6 million in 2010) and this amount was reported as an adjustment to the interest expense of the short term notes. The margin of the overall portfolio was at 18 basis points in 2011 (assets 1.38% less liabilities 1.20%) compared to 16 basis points (assets 1.61% less liabilities 1.45%) in 2010. Commitments and other fees paid were $4.1 million in 2011 compared with $3.9 million in 2010. PEFCO’s net financing income was $8.7 million in 2011, compared to $6.5 million in 2010. In 2011 net securities transactions, which are the result of sales of investment securities available for sale, resulted in a gain of $6.7 million. In 2010 sales of investment securities available for sale resulted in a gain of $1.7 million and sales of investment securities held to maturity resulted in a gain of $2.4 million. In 2011, PEFCO repurchased $15.9 million of its long term secured notes at a loss of $838 thousand. In 2010 PEFCO did not repurchase any of its long term secured notes. General and administrative expenses were $9.4 million in 2011, as compared to $8.7 million in 2010. The increase in general and administrative expenses was the result of an increase in compensation and benefits of $727 thousand (mainly due to compensation $251 thousand and retirement benefits $491 thousand), an increase in administration expenses of $109 thousand and a reduction in professional fees of $99 thousand. Provision for income tax increased to $1.7 million in 2011 from $587 thousand in 2010. The effective tax rate is 34.2%. Net income increased to $3.4 million in 2011 from $1.4 million in 2010. 2010 Compared to 2009 PEFCO’s net income was $1.4 million in 2010 compared to net income of $14.5 million in 2009. The decline in net income was the result of decrease in margins, reduction of gains on prepayment of loans, incremental gains on sale of security less losses on sale of secured notes and sale of loans, and additional fees paid on bank lines of credit as stated below. For the year ended September 30, 2010, financing revenue decreased to $ 88.8 million from $155.7 million in 2009. The primary reason for the decrease in financing revenue was the decline in short-term and long-term interest rates. Short-term interest rates (LIBOR) are the basis for pricing the floating-rate portfolio while long-term interest rates (Treasury Notes) are the basis for pricing the fixed-rate portfolio. The average balances and yields in the Primary Long-Term Loan Program were: Fixed Rate- $2,374.0 million and 1.79% in 2010 compared to $2,389.0 million and 2.83% in 2009. Floating Rate- $215.0 million and .79% in 2010 compared to $301 million and 2.30% in 2009. PEFCO Annual Report 2011 Paper) are the basis for pricing the short-term notes issued by PEFCO while long-term interest rates (Treasury Notes) are the basis for pricing the longterm notes issued by PEFCO. The average balance and effective cost for Long-Term Notes was $4,043.0 million and 1.56% in 2011, compared to $3,590.0 million and 1.91% in 2010. The average balance of the ShortTerm notes was $2,090.0 million and .49% in 2011 and $1,821.0 million and .54% in 2010. The average balances and yields in the Secondary LongTerm Loan Program were: Fixed Rate- $906.0 million and 2.26% in 2010 compared with $408.0 million and 3.68% in 2009. Floating Rate- $473.0 million and .76% in 2010 compared with $516.0 million and 2.12% in 2009. The average balances and yields of the Small Business and Medium-Term Program were: Medium-Term $357.0 million and 1.68% in 2010 compared with $415.0 million and 2.85% in 2009. Short-Term Insurance $66.0 million and 1.5% in 2010 compared with $66.0 million and 3.13% in 2009. The average balances and yields of loans insured by OPIC were: Long-Term $170.0 million and 1.10% in 2010 compared with $186.0 million and 2.68% in 2009. Medium-Term $138.0 million and 1.30% in 2010 compared with $184.0 million and 2.25% in 2009. The overall average balance of the lending portfolio was at $4,699.0 million and 1.68% in 2010 compared with $4,465.0 million and 2.76% in 2009. PEFCO is using interest rate swaps contracts designated as fair value hedges of certain fixed rate loans. In 2010 the net interest expense of these contracts was $92.8 million ($ 58.9 million in 2009) and this amount was reported as an adjustment to the interest income of fixed rate loans. 23 The Investment Securities portfolio had an average balance of $767.0 million and 1.23% in 2010 compared with $554.0 million and 2.00% in 2009. Accumulated other comprehensive income (loss) decreased to $(4.6) million, net of tax in 2010, compared to $(9.8) million net of tax in 2009, as a result of market valuation adjustments to the carrying value of investment securities, cash flow hedges, pension and post retirement adjustments. Management’s Discussion and Analysis Commitments and prepayments were $591 thousand in 2010 compared to $21.4 million in 2009. The decrease was primarily due to the receipt in 2009 of approximately $21.1 million prepayment make-whole payments from one borrower which prepaid the remaining balances of loans. It is PEFCO’s policy to permit borrowers to prepay loans only if the borrower makes PEFCO whole for the economic loss incurred as a result of such prepayment. For the year ended September 30, 2010, financing expense decreased to $82.2 million from $122.5 million in 2009. The primary reason for the decrease in financing revenue was the decrease in short-term and long-term interest rates. Short-term interest rates (Commercial Paper) are the basis for pricing the shortterm notes issued by PEFCO while long-term interest rates (Treasury Notes) are the basis for pricing the long-term notes issued by PEFCO. The average balance and effective cost for Long-Term Notes was $3,590.0 million and 1.91% in 2010, compared to $3,060.0 million and 3.17% in 2009. The average balance of the ShortTerm notes was $1,821.0 million and .54% in 2010 and $1.948.0 million and 1.18% in 2009. PEFCO is using interest rate swap contracts designated as fair value hedges for certain long term notes and interest rate swap contracts designated as cash flow hedges of certain short term notes. In 2010 the net interest income of the interest rate swaps designated as fair value hedges was $96.8 million ($58.4 million in 2009) and this amount was reported as an adjustment to the interest expense of the long term notes. Furthermore the net interest expense of the interest rate swaps designated as cash flow hedges was $ 4.6 million in 2010 ($5.0 million in 2009) and this amount was reported as an adjustment to the interest expense of the short term notes. The margin of the overall portfolio was at 16 basis points in 2010 (assets 1.61% less liabilities 1.45%) compared to 28 basis points (assets 2.68% less liabilities 2.40%) in 2009. 24 Commitments and other fees paid were $3.9 million in 2010 compared with $2.5 million in 2009, mainly due to fees paid on liquidity back up lines of $1.3 million. PEFCO’s net financing income was $6.5 million in 2010, compared to $33.2 million in 2009. In 2010 net securities transactions, which are the result of sales of investment securities available for sale, resulted in a gain of $1.7 million and sales of investment securities held to maturity resulted in a gain of $2.4 million. In 2009 sales of investment securities available for sale resulted in a gain of $180 thousand and sales of investment securities held to maturity resulted in a gain of $438 thousand. In 2010 PEFCO did not repurchase any of its long term secured notes. However in 2009, PEFCO repurchased $33.9 million of its long term secured notes at a loss of $2.4 million. General and administrative expenses were $8.7 million in 2010, as compared to $8.8 million in 2009. Provision for income tax decreased to $587 thousand in 2010 from $7.8 million in 2009. Non-taxable insurance proceeds of $293 thousand received by PEFCO in 2010 resulted in the reduction of the tax statutory rate from 34% to 30%. Net income decreased to $1.4 million in 2010 from $14.5 million in 2009. Liquidity and Capital Resources The principal source of capital during the year were funds generated from the issuance of PEFCO’s short-term notes and long-term Secured Notes totaling $1.2 billion. As of September 30, 2011 PEFCO had approximately $7.1 billion of total obligations, of which approximately $2.2 billion (31%) was short-term and $4.9 billion (69%) was long-term. The long-term debt, which includes portions due within one year, had amounts maturing of $388 million in 2012, $696 million in 2013, $0 million in 2014, $730 million in 2015, $650 million in 2016, and $2,050 million in 2017 and thereafter. As of September 30, 2011, PEFCO had net shareowner’s equity of $100.9 million, total capitalization (calculated as the sum of total debt and net shareowner’s equity) of $7.1 billion and a total of debt to capitalization ratio of 98.6%. In 2011, PEFCO entered into a new one year $940 million revolving credit facility maturing in June 2012, and a new three year $235 million credit facility maturing in June 2014. PEFCO also has an existing three year $270 million credit facility maturing in June 2013. The combination of the three credit facilities is an aggregate amount of $1.4 billion. The Credit agreements contain a number of covenants, including a negative pledge covenant and a covenant that PEFCO will comply with its contractual commitments with Ex-Im Bank. As of September 30, 2011, there were no amounts outstanding under these credit facilities. To the Board of Directors and Shareowners of Private Export Funding Corporation New York, New York November 10, 2011 PEFCO Annual Report 2011 In our opinion, the accompanying consolidated statements of financial c­ ondition and the r­ elated ­consolidated statements of o ­ perations, changes in shareowners’ equity and cash flows ­present fairly, in all material respects, the financial position of Private Export Funding Corporation (the “Company”) and its subsidiary at September 30, 2011 and 2010, and the results of their operations and their cash flows for each of the three years in the period ended September 30, 2011, in c­ onformity with accounting principles generally accepted in the United States of America. These financial s­ tatements are the responsibility of the Company’s management. Our respon­sibility is to express an opinion on these financial ­statements based on our audits. We conducted our audits of these s­ tatements in accordance with auditing ­standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material mis­statement. An audit includes examining, on a test basis, evidence supporting the amounts and ­disclosures in the financial statements, assessing the accounting p ­ rinciples used and significant estimates made by ­management, and evaluating the overall ­financial statement p ­ resentation. We believe that our audits p ­ rovide a reasonable basis for our opinion. 25 Consolidated Statements of Financial Condition Assets (Amounts in thousands, except share amounts) September 30, 2011 Cash $ 302,259 Repurchase Agreements Investment securities available for sale Consolidated Statements of Financial Condition Interest and fees receivable Export loans guaranteed or insured by Ex-Im Bank Loans insured by OPIC Total lending September 30, 2010 $ 29,065 — 145,000 611,383 715,645 71,357 68,257 5,901,849 4,497,347 277,349 295,132 6,179,198 4,792,479 81,394 90,651 $ 7,245,591 $ 5,841,097 Short-term notes $ 2,144,677 $ 1,814,941 Interest payable 47,905 45,731 Accrued expenses and other liabilities 54,753 60,370 — 42,000 Long-term Secured Notes 4,897,357 3,777,945 Total Liabilities 7,144,692 5,740,987 at September 30, 2011 and September 30, 2010 17,401 17,401 Retained earnings 90,698 87,347 Accumulated other comprehensive loss (7,200) (4,638) 100,899 100,110 $ 7,245,591 $ 5,841,097 Other assets and deferred charges Total Assets Liabilities and Shareowners’ Equity Liabilities Long-term Collateralized Notes Shareowners’ Equity Common stock-no par value; authorized 40,000 shares; outstanding 14,811 shares Total Shareowners’ Equity Total Liabilities and Shareowners’ Equity See Notes to Consolidated Financial Statements 26 Consolidated Statements of Operations Year Ended September 30, Financing Revenue (Amounts in thousands, except per share amounts) 2011 2010 2009 $ 85,018 $ 88,174 $ 134,270 1,278 591 21,414 86,296 88,765 155,684 (73,589) (78,316) (119,952) (4,052) (3,933) (2,505) (77,641) (82,249) (122,457) Net financing income 8,655 6,516 33,227 Net securities gain 6,691 4,139 618 Debt repurchases loss (838) — (2,370) Loss on sale of Loans — — (284) General and administrative expenses (9,414) (8,677) (8,805) Income before income tax 5,094 1,978 22,386 Provision for income tax (1,743) (587) (7,848) $ 3,351 $ 1,391 $ 14,538 $ 226.25 $ 93.92 $ 982.76 Interest Commitment and prepayment fees Total Financing Revenue Interest Commitment and other fees Total Financing Expense Net Income PEFCO Annual Report 2011 Financing Expense Net Income Per Share Net Income See Notes to Consolidated Financial Statements 27 Consolidated Statements of Changes in Shareowners’ Equity Consolidated Statements of Changes in Shareowners’ Equity (Amounts in thousands, except share and per share amounts) Common Stock Retained Earnings Accumulated Other Comprehensive Loss Balances at September 30, 2008 $ 14,189 $ 71,862 $ (6,263) Total Shareowners’ Equity $ 79,788 Common Stock 738 shares issued 3,100 3,100 Comprehensive income: Net income 14,538 14,538 Unrealized gains on investment securities – AFS (Net of tax of $270) 502 502 (3,241) (3,241) 357 357 Cashflow hedges loss (Net of benefit of ($1,745)) Reclassification adjustment for net gains included in net income (Net of tax of $192) Pension and Post Retirement Adjustment (Net of benefit of ($643)) (1,194) Comprehensive income Dividend declared ($30 per share) Balances at September 30, 2009 (1,194) 10,962 (444) $ 17,289 $ 85,956 (444) $ (9,839) $ 93,406 Common Stock 18 shares issued 112 112 Comprehensive income: Net income 1,391 1,391 Unrealized gains on investment securities – AFS (Net of tax of $3,152) 6,118 6,118 (1,828) (1,828) 1,346 1,346 Cashflow hedges loss (Net of benefit of ($942)) Reclassification adjustment for net gains included in net income (Net of tax of $693) Pension and Post Retirement Adjustment (Net of benefit of ($224)) (435) Comprehensive income Balances at September 30, 2010 (435) 6,592 $ 17,401 $ 87,347 $ (4,638) $ 100,110 Comprehensive income: Net income 3,351 3,351 Unrealized losses on investment securities – AFS (Net of benefit of ($4,315)) (8,377) (8,377) 1,781 1,781 4,636 4,636 (602) (602) $ (7,200) $ 100,899 Cashflow hedges gain (Net of tax of $917) Reclassification adjustment for net gains included in net income (Net of tax of $2,338) Pension and Post Retirement Adjustment (Net of benefit of ($310)) Comprehensive income Balances at September 30, 2011 28 See Notes to Consolidated Financial Statements 789 $ 17,401 $ 90,698 Consolidated Statements of Cash Flows Year Ended September 30 Operating Activities (Amounts in thousands) Net Income (loss) 2011 $ 3,351 2010 $ 1,391 2009 $ 14,538 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: 7,043 (5,377) (6,691) (4,139) 4,988 (618) Net gain on prepayments of loans (882) — (21,143) Debt repurchases loss 838 — 2,370 Deferred income tax benefit (383) (279) (720) Decrease (Increase) in interest and fees receivable (3,100) (1,932) 6,565 Increase (Decrease) in interest payable 2,178 3,589 2,594 (Decrease) Increase in accrued expenses and other liabilities 2,847 1,008 3,002 34 317 — Leasehold Incentives Other, net 923 257 (3,706) 6,158 (5,165) 7,869 41,889,000 23,424,000 9,216,000 1,679,265 1,069,430 712,657 196,385 178,490 132,928 (41,744,000) (23,497,000) (9,288,000) Purchases of investment securities (1,774,278) (1,325,254) (969,890) Principal collected on loans 1,156,636 1,078,410 1,509,036 Principal disbursed on loans (2,471,513) (740,667) (2,001,002) (38) (431) — (1,068,543) 186,978 (688,271) Proceeds from issuance of short-term notes 8,679,615 7,428,790 10,903,996 Repayments of short-term notes (8,349,880) (7,665,844) (11,003,136) (42,000) — (21,801) 1,197,056 400,418 996,216 Net cash (used in) provided by operating activities Investing Activities Proceeds from maturities of repurchase agreements Proceeds from maturities of investment securities Proceeds from sales of investment securities Investments in repurchase agreements Investments in Leasehold Improvements Net cash (used in) provided by investing activities PEFCO Annual Report 2011 Depreciation and amortization Net gain on investment securities Financing Activities Repayments and repurchases of long-term Collateralized Notes Proceeds from issuance of long-term Secured Notes less issuance costs (149,212) (381,614) (318,339) Issuance of common stock Repayments and repurchases of long-term Secured Notes — 112 3,100 Dividends paid — (444) (351) 1,335,579 (218,582) 559,685 273,194 (36,769) (120,717) Net cash (used in) provided by financing activities (Decrease) increase in cash Cash at beginning of year Cash at end of year 29,065 $ 302,259 Interest paid $ Income taxes paid $ 65,834 186,551 $ 29,065 $ 65,834 173,633 $ 168,759 $ 171,702 900 $ 750 $ 8,000 Supplemental Disclosures See Notes to Consolidated Financial Statements 29 1. organization Notes to Consolidated Financial Statements Private Export Funding Corporation (“PEFCO”) was incorporated on April 9, 1970 under Delaware law and is principally engaged in making U.S. dollar loans to foreign importers to finance p ­ urchases of goods and services of United States m ­ anufacture or origin. PEFCO’s shareowners include most of the major ­commercial banks involved in financing U.S. exports, industrial companies involved in exporting U.S. products and ­services, and financial ­services companies. PEFCO was established with the support of the United States Department of the Treasury and the ExportImport Bank of the United States (“Ex-Im Bank”) to assist in the financing of U.S. exports through the mobilization of private c­ apital as a supplement to the financing already available through Ex-Im Bank, commercial banks and other lending institutions. Ex-Im Bank has cooperated in the operation of PEFCO through various agreements. Since all loans made by PEFCO are guaranteed or insured as to the due and punctual payment of principal and interest by Ex-Im Bank or other U.S. government institutions, such as the Overseas Private Investment Corporation (“OPIC”), whose ­obligations are backed by the full faith and credit of th­e United States, PEFCO relies upon this U.S. government support and does not make ­evaluations of credit risks, appraisals of economic ­conditions in foreign countries, or reviews of other factors in making its loans. 2. Agreements with Ex-Im Bank PEFCO has agreements with Ex-Im Bank which provide that Ex-Im Bank will: 1. guarantee the due and punctual payment of principal and interest on all export loans made by PEFCO; and 2. guarantee the due and punctual payment of interest on PEFCO’s long-term Secured Notes in return for a fee paid by PEFCO. Under its agreements with PEFCO, Ex-Im Bank retains a broad measure of supervision over PEFCO’s major financial m ­ anagement decisions. The approval of Ex-Im Bank is required on the terms of PEFCO’s i­ndividual loan commitments and on the terms of PEFCO’s long-term debt issues. Surplus funds may be invested only in Ex-Im Bank-approved types of assets. ExIm Bank is entitled to ­represen­tation at all ­meetings of PEFCO’s Board of Directors, Advisory Board, and Exporters’ Council. PEFCO furnishes Ex-Im Bank with full ­information as to b ­ udgets, ­financial condition, and operating results. 30 3. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements include the accounts of PEFCO and its wholly owned subsidiary, PEFCO Finance Corporation (“PFC”). These consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain revisions have been made to the consolidated financial statements for the years ended September 30, 2010 and 2009 to conform with the current year presentation. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. Cash Cash consists of deposits held at banks and highly liquid money m ­ arket account balances. Securities Purchased Under Agreement to Resell PEFCO has agreed to purchase securities from financial institutions, subject to the seller’s agreement to repurchase them at an agreed-upon time and place (“repurchase agreements”). The financial institutions with which PEFCO enters into repurchase agreements are banks which PEFCO considers credit worthy. The sellers under a repurchase agreement are required to maintain the value of the securities as collateral subject to the agreement, at no less than the repurchase price plus accrued interest. Default by or bankruptcy of the seller would, however, expose PEFCO to possible loss because of adverse market action or delays in connection with the disposition of the underlying securities. Investment Securities Investment securities that PEFCO has the positive intent and ability to hold to maturity are classified as securities held to maturity and recorded at amortized cost. Investment securities that may be sold in response to changes in m ­ arket interest rates, needs for liquidity, changes in funding sources and terms or other factors are classified as securities available for sale. The securities are carried at fair value with unrealized gains and losses, net of income taxes, reported as a ­component of accumulated other c­ omprehensive income (loss). Interest income on investment securities, including amortization of premiums and accretion of discounts, is recognized when earned using the interest method. Security transactions are accounted for as the date these securities are purchased or sold (trade date). Realized gains and losses are reported on an identified cost basis (FIFO). Loans, Interest and Fees Loans are reported at their principal amounts outstanding. Interest income is recognized when earned using the interest method. Fees are received from securitization support transactions and from the ­undisbursed balances of loan commitments. Fee income is recognized over the period the ­service is provided. A borrower may ­cancel all or any portion of an unused fixed-rate loan c­ ommitment or prepay a fixed-rate loan by paying PEFCO a fee equal to the ­present value of the reinvestment loss, if any, incurred by PEFCO. Cancellation and prepayment fees are ­recorded as income by PEFCO upon receipt. Other Assets and Deferred Charges Debt issuance costs incurred in connection with the issuance of long-term debt are deferred and amortized to interest expense ­straight–line over the life of each issue. Equipment and leasehold improvements are ­carried at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated ­useful life of the owned asset and, for leasehold improvements, over the estimated useful life of the improvement or the lease term, whichever is shorter. Derivative Financial Instruments In connection with PEFCO’s asset/liability management process, the purpose of which is to manage and control the sensitivity of PEFCO’s earnings to changes in market interest rates, PEFCO may enter into derivative financial instruments including interest rate swap contracts that are designated as hedges of specific assets or groups of similar assets or similar liabilities and anticipated debt issuance transactions. Interest rate swaps are transactions in which two parties agree to exchange, at specified intervals, interest payment streams calculated on an agreed-upon notional amount with at least one stream based on a specified floating-rate index. The credit risk inherent in interest rate swaps arises from the potential inability of counterparties to meet the terms of their contracts. Derivative financial instruments are recorded in the balance sheet as either an asset or l­iability measured at fair value. If the derivative is ­designated as a fair value hedge, the changes in fair value of the derivative and the hedged item are recognized in earnings. If the derivative is designated as a cash flow hedge, changes in the fair value of the derivative are recorded in other comprehensive income (loss) and are r­ ecognized in the income statement when the hedged item affects earnings. PEFCO formally documents all relationships between hedging instruments and hedged items. Also, PEFCO formally assesses whether the derivatives used in hedging transactions have been highly effective in offsetting changes in the fair value or cash flows of hedged items and whether those derivatives may be expected to remain highly effective in future periods. PEFCO adopted amended accounting principles related to disclosures about derivative instruments and hedging activities as of October 1, 2008. This amendment is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on the entity’s financial position, financial performance, and cash flows. PEFCO Annual Report 2011 The ­classification is determined at the time each security is acquired. At each reporting date, the appropriateness of the classification is reassessed. Fair Value Measurement PEFCO adopted fair value measurements as of October 1, 2008. This guidance defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. This guidance clarifies that the term fair value is intended to mean a market-based measure, not an entity-specific measure. In measuring fair value for a financial statement item, the guidance sets forth a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The highest priority is given to quoted prices in active markets and the lowest priority to unobservable inputs. Additional disclosure requirements are required for the lowest priority level. At PEFCO fair value measurement is calculated using prices from data providers and dealers. Dividends and Distribution to Shareowners Dividends and distributions to shareowners are recorded on the ex–dividend date. 31 Income Taxes Income taxes are recorded based on the provisions of enacted tax laws, including the tax rates in effect for current and future years. Net deferred tax assets are recognized to the extent that it is more likely than not that these future benefits will be realized. Notes to Consolidated Financial Statements The Company adopted FASB guidance which addresses the recognition and measurement of tax positions taken or expected to be taken and guidance on derecognition, and classification, of interest and penalties as of October 1, 2010. A tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. The adoption had no material effect on the Company’s financial statements. Recently Issued Accounting Pronouncements Accounting Standards Update (ASU) 2010-06, Fair Value Measurement and Disclosures (Topic 820) Issued Date: January 2010 This update enhances disclosure about (1) different classes of assets and liabilities measured at fair value, (2) valuation techniques and inputs used, (3) transfers between Levels 1, 2, and 3 and (4) activity in Level 3 fair value measurement. Disclosure of activity in Level 3 fair value measurement is effective for fiscal years and interim periods beginning after December 15, 2010. This guidance was adopted and did not have a material impact on PEFCO’s financial statements and disclosures. Accounting Standards Update (ASU) 2011-02, Troubled Debt Restructurings Issued Date: April 2011 This amendment clarifies the guidance for accounting for troubled debt restructurings (TDRs). The ASU clarifies the guidance on a creditor’s evaluation of whether it has granted a concession and whether a debtor is experiencing financial difficulties, such as: • Creditors cannot assume that debt extensions at or above a borrower’s original contractual rate do not constitute troubled debt restructurings. 32 • If a borrower doesn’t have access to funds at the market rate for debt with characteristics similar to the restructured debt, that may indicate that the creditor has granted a concession. • A borrower that is not currently in default may still be considered to be experiencing financial difficulty when payment default is considered probable in the foreseeable future. The guidance is effective for interim and annual periods ending after June 30, 2011 and must be applied retrospectively to restructurings occurred on or after January 1, 2011. Adoption of this guidance did not have a material impact on PEFCO’s consolidated financial statements. Accounting Standards Update (ASU) 2011-03, Reconsideration of Effective Control for Repurchase Agreements (Topic 860) Issued Date: April 2011 The ASU amends the criteria used to assess whether repurchase agreements should be accounted for as financing or sales (purchases) with forward agreements to repurchase (resell). Specifically, the guidance eliminates circumstances in which the lack of adequate collateral maintenance requirements could result in a repurchase agreement being accounted for as a sale. The guidance should be applied prospectively to transactions or modifications of existing transactions that occur on or after December 15, 2011. Early adoption is not permitted. Adoption of this guidance will not have a material impact on PEFCO’s consolidated financial statements. Accounting Standard Update (ASU) 2011-04, Fair Value Measurement and Disclosures Issued Date: May 2011 The ASU issued guidance that amends the requirements for fair value measurement and disclosure. The guidance changes and clarifies certain existing requirements related to portfolios of financial instruments and valuation adjustments and requires additional disclosures for fair value measurement categorized in Level 2 and Level 3 of the fair value hierarchy (including disclosure of the range of inputs used in certain valuations) and for financial instruments that are not carried at fair value but for which fair value is required to be disclosed. The guidance is effective for annual periods beginning after December 15, 2011. Adoption of this guidance will not have a material impact on PEFCO’s consolidated financial statements. annual periods beginning after December 15, 2011. Adoption of guidance will not affect PEFCO’s financial condition and will change the presentation of the consolidated statement of operations. Issued Date: June 2011 The ASU amends the guidance on the presentation of comprehensive income in ASC 220, Comprehensive Income that would require companies to present a single statement of comprehensive income or two consecutive statements. The proposed guidance would make financial statement presentation of other comprehensive income more prominent by eliminating the alternative to present comprehensive income within the statement of equity. The ASU will be effective for On October 21, 2011, the Financial Accounting Standards Board (FASB) decided to propose a deferral of the new requirement to present reclassifications of other comprehensive income on the face of the income statement. Companies would still be required to adopt the other requirements contained in the new accounting standard for the presentation of comprehensive income. 4. Investment Securities September 30, 2011 (000’s) Available for Sale Amortized Cost U.S. Treasury Securities Maturity in one year or less $ 279,993 U.S. Guaranteed Securities Maturity in one year or less(c) Gross Unrealized Gains $­ 4 Gross Unrealized Losses $ 2 Fair Value(a) Average Yield(b) $ 279,995 0.01% 25,219 33 100 25,152 1.37% Maturity after one year through five years(c) 181,095 3,215 111 184,199 1.95% Maturity after five years through ten years 111,003 2,274 189 113,088 2.07% 8,704 63 37 8,730 1.35% 172 61 14 219 — $ 606,186 $ 5,650 $ 453 $ 611,383 1.04% (c) Maturity after ten years(c) Equity Securities Total Available for Sale Securities PEFCO Annual Report 2011 Accounting Standards Update (ASU) 2011-05, Comprehensive Income (Topic 220) September 30, 2010 (000’s) Available for Sale Amortized Cost U.S. Treasury Securities Maturity in one year or less $ 334,665 U.S. Guaranteed Securities Maturity in one year or less(c) Gross Unrealized Gains $­ 6 Gross Unrealized Losses $ 1 Fair Value(a) Average Yield(b) $ 334,670 0.25% 32,075 270 29 32,316 2.88% Maturity after one year through five years(c) 244,466 8,476 181 252,761 2.71% Maturity after five years through ten years 71,878 1,781 38 73,621 2.04% 21,188 940 104 22,024 2.80% Maturity after ten years(c) Equity Securities Total Available for Sale Securities (c) 173 100 20 253 — $ 704,445 $ 11,573 $ 373 $ 715,645 1.48% (a) The fair value of PEFCO’s portfolio of investment securities is based on independent dealer quotations. (b) The average yield is based on effective rates on carrying values at the end of the year. (c) The weighted average term has been used for U.S. Guaranteed Securities that have scheduled principal payments through final maturity. For U.S. Guaranteed Securities that do not have scheduled principal payments (i.e. bullets), allocations are based on the actual date of maturity. 33 Notes to Consolidated Financial Statements Cash Proceeds from the sales of available for sale securities during 2011, 2010, and 2009 were $197.2 million, $102.9 million, and $33.2 million respectively. Net gains from available for sale securities sold in 2011 amounted to $6.7 million (gross gains of $6.7 million and gross losses of $5 thousand). Net gains from available for sale securities sold in 2010 amounted to $1.7 million (gross gains of $1.7 million and gross losses of $1 thousand). Net gains from available for sale securities sold in 2009 amounted to $180 thousand (gross gains of $194 thousand and gross losses of $14 thousand). There were no sales of held to maturity securities in 2011. Cash proceeds from the sales of held to maturity securities during 2010 and 2009 were $80 million and $100.4 million respectively. Gross gains from held to maturity securities sold in 2010 amounted to $2.4 million. Gross gains from held to maturity securities sold in 2009 amounted to $438 thousand. Securities purchased under agreements to resell averaged approximately $174.6 million in 2011 and $94.8 million in 2010 ($38.9 million in 2009). The average yield on repurchase agreements for the year ended September 30, 2011 was .04% and .07% in 2010 (.06% in 2009). In 2011, maturities ranged from one to five days. September 30, 2011 U.S. Treasury Securities Fair Unrealized Value Losses — — 71,931 316 $ 13,214 $ 135 $ 171,927 $ 318 $ 13,214 $ 135 $ Less Than 12 months (000’s) 12 months or more (000’s) Fair Unrealized Value Losses Fair Unrealized Value Losses $ 204,990 $ 1 — — 14,474 88 $ 51,276 $ 284 $ 219,464 $ 89 $ 51,276 $ 284 U.S. Guaranteed Securities Total temporary impaired securities Fair Unrealized Value Losses 2 September 30, 2010 U.S. Treasury Securities 12 months or more (000’s) $ 99,996 U.S. Guaranteed Securities Total temporary impaired securities Less Than 12 months (000’s) These investment securities are U.S. Guaranteed Securities. The unrealized losses on these investments resulted from the movement in the yield curve and are not credit related. PEFCO has the ability and intent to hold these investments for a period of time sufficient to collect all amounts due according to the contractual terms of the investments. The following tables provides the gross unrealized losses and fair value, aggregated by investment category and length of time the individual securities have been in a continuous unrealized loss position. 5. Lending Programs Loans outstanding at September 30, 2011, and related undisbursed commitments are classified as follows: Outstanding Loans (000’s) Export loans guaranteed or insured by Ex-Im Bank Direct & Secondary Long-Term Loan Programs Fixed-rate Floating-rate Amount Undisbursed Commitments (000’s) Average Rate Amount $ 3,907,790 989,980(a) 4.29% $ 787,324(b) 988,410(a) 67,459 598,545(c) $ 5,563,774 4.04% 46,324(b) 131,246(a) $ 1,953,304 Short-Term & Medium-Term Loan Programs Fixed-rate Floating-rate Loans insured by OPIC Long-Term Floating Rate Medium-Term Fixed Rate Medium-Term Floating Rate Total 34 131,183(a) (c) 6,716(c) 139,450(a) (c) 5.78% 36,996(a) (c) $ 277,349 $ $ 5,841,123 $ 1,990,300 36,996 (a) The base interest rate is the London Interbank Offered Rate (“LIBOR”). (b) The interest rate will be determined upon pricing (Direct and Secondary) / disbursement (Small Business & Medium-Term). (c) These transactions are unconditionally guaranteed by the sovereign governments involved and are fully insured by OPIC against the non honoring of such sovereign guarantees. Outstanding loans are scheduled for repayment at September 30, 2011 as follows: (in 000’s of USD) Outstanding loans are scheduled for repayment at September 30, 2010 as follows: (in 000’s of USD) 2012 $ 1,159,428 2011 $ 832,110 2013 737,129 2012 641,972 2014 650,007 2013 577,079 2015 569,931 2014 466,354 2016 524,862 2015 406,557 2,199,766 Total before Fair Value Hedge Adjustment 2016 and thereafter 1,601,293 Total before Fair Value Hedge Adjustment and Unamortized Discount $ 5,841,123 and Unamortized Discount $ 4,525,365 Fair Value Hedge Adjustment 338,191 Fair Value Hedge Adjustment 267,255 Unamortized Discount Total Carrying Value (116) $ 6,179,198 Unamortized Discount (141) Total Carrying Value $ 4,792,479 Loans outstanding at September 30, 2010, and related undisbursed commitments are classified as follows: Outstanding Loans (000’s) Export loans guaranteed or insured by Ex-Im Bank Direct & Secondary Long-Term Loan Programs Fixed-rate Floating-rate Amount Undisbursed Commitments (000’s) Average Rate Amount $ 3,240,427 582,830(a) 4.67% $ 793,335(b) 452,038(c) 64,967 342,009(c) $ 4,230,233 4.89% 26,293(b) 376,990(c) $ 1,648,656 Short-Term & Medium-Term Loan Programs Fixed-rate Floating-rate Loans insured by OPIC Long-Term Floating Rate Medium-Term Fixed Rate Medium-Term Floating Rate Total 159,650(c) (d) 7,583(d) 127,899(c) (d) PEFCO Annual Report 2011 2017 and thereafter 5.78% 56,192(c) (d) $ 295,132 $ 56,192 $ 4,525,365 $ 1,704,848 (a) The base interest rate on $201,949 is the 90-day London Interbank Offered Rate (“LIBOR”). The base rate on $380,881 is the 180-Day LIBOR (b) The interest rate will be determined upon pricing (Direct and Secondary) / disbursement (Small Business & Medium Term) (c) The base interest rate is the 180-Day LIBOR (d) These transactions are unconditionally guaranteed by the sovereign governments involved and are fully insured by OPIC against the non honoring of such sovereign guarantees. Under the liquidity support program, PEFCO supports both medium- and long-term U.S. Agency-guaranteed financing f­ acilities by providing liquidity support during the waiting period prior to p ­ ayment by the agency under its guarantee and by funding interim notes until securitization of the agency-­guaranteed debt is effected. PEFCO’s liquidity support advance, if any, will be repaid and is secured by the agency’s guarantee and, in certain instances, by deposits held by a trustee. As of September 30, 2011, PEFCO supported one transaction amounting to $30 m ­ illion in agency-guaranteed financing facilities. PEFCO’s m ­ aximum ­exposure to advance funds in its support of these ­transactions on any given day was $4 million. 6. Short-Term Notes At September 30, 2011, PEFCO’s short-term notes consisted of commercial paper in the amount of $2.1 billion. Commercial paper is generally issued in amounts not less than $100 thousand and with maturities of 270 days or less. Short-term notes averaged approximately $2.1 billion in 2011 ($1.8 billion in 2010), with an average interest rate of .27% in 2011 (.29% in 2010). At September 30, 2011, the cost of the commercial paper after adjusting for the impact of the interest rate swaps (cash flow hedges) is .48% (.54% at September 30, 2010). 35 PEFCO has in place three syndicated revolving credit facilities with 17 banks, of which nine are shareowners, split between a three year $270 million facility, a three year $235 million facility and a 364 day facility for $940 million. At September 30, 2011, there were no amounts outstanding under any facility. 7. Long-Term Secured Notes Notes to Consolidated Financial Statements Secured Notes typically have original maturities of five years or longer and are sold through underwriters. Lead underwriters are often also shareowners of PEFCO. The principal of all Secured Notes is fully backed by collateral assets held in a trust arrangement residing on the books of Private Export Funding Corporation. Collateral assets include U.S. Treasury Securities or other obligations unconditionally guaranteed or fully insured by the United States or agencies or instrumentalities of the United States, and foreign importer notes supported directly by export loan guarantees by Ex-Im Bank under the 1971 Guarantee Agreement. The securities and notes are assigned to, and held by, The Bank of New York Mellon (a shareowner of PEFCO), as Trustee. The collateral includes scheduled maturities which ensure that, before the date on which payment of principal of each Secured Note is due, the Trustee will have cash from maturing collateral sufficient to pay the principal of the Secured Notes. Payment of interest on the Secured Notes is fully guaranteed by Ex-Im Bank in return for a fee paid by PEFCO, which is expensed as incurred. In 2011, PEFCO issued $1,200 million of Secured Notes. The average balance of long-term Secured Notes was approximately $4,003 million in 2011 ($3,548 million in 2010), and the average interest cost for the year ended September 30, 2011 was 4.20% (4.64% in 2010). A summary of the Secured Note maturities as of September 30, 2011 and September 30, 2010 appears below. Remaining Maturities of long-term Secured Notes are as follows: (000’s of USD) 2012 $ 387,671 2013 696,405 2014 0 2015 730,000 2016 650,000 2017 and thereafter Total Outstanding Principal Amount Fair Value Hedge Adjustment $ 4,514,076 370,284 Unamortized Premium 19,196 Unamortized Discount (6,199) Total Carrying Value 36 2,050,000 $ 4,897,357 Remaining Maturities of long-term Secured Notes at September 30, 2010 are as follows: (000’s of USD) 2011 $ 132,445 2012 400,000 2013 700,005 2014 0 2015 730,000 2016 and thereafter Total Outstanding Principal Amount Fair Value Hedge Adjustment 1,500,000 $3,462,450 305,515 Unamortized Premium 14,667 Unamortized Discount (4,687) Total Carrying Value $3,777,945 In 2011, PEFCO repurchased $15.9 million of its longterm Secured Notes at a premium for an aggregate loss of $838 thousand. For comparison, there were no repurchases in 2010. In 2009, there were repurchases of $13.9 million at a premium for an aggregate loss of $569 thousand. As noted above, the principal cash flows arising from the collateral pool backing each Secured Note series must mature before the due date when the Secured Note principal is due. The principal cash flows are segregated between designated installments (pledged in the trust against existing Secured Note issuances) and free installments (pledged in the Trust arrangement but not designated currently against any existing Secured Note issuances). Designated installments in excess of a Secured Note principal redemption are available to back the next scheduled Secured Note redemption. Free installments are available collateral for pledging against future Secured Note issuance, or transferring out of the trust if held as current cash. The pledged collateral backing the Secured Notes at September 30, 2011 consists of $4,316 million in foreign importer notes backed by the 1971 Guarantee and $246 million in U.S. Treasuries and other U.S. Government guaranteed securities. Total pledged assets including cash are $4,622 million against the balance of Secured Notes outstanding of $4,514 million. For designated installments at September 30, 2011, the amount of principal installments in excess of Secured Note principal redemption amounted to $19 million. For free installments at September 30, 2011, principal installments available after February 15, 2022 amount to $89 million. Original Principal Amount Principal Amount 9/30/11 Coupon Rate Effective Rate(a)(b) Maturity Schedule Designated Collateral Installments As a % of Principal 9/30/11 Principal Due Within One Year Series V $ 150,000 $ 148,295 4.90% 3.96% Dec-11 303,765 205% $ 148,295 Series P 250,000 239,376 5.69% 5.45% May-12 367,696 154% 239,376 Series Y 450,000 450,000 3.55% 3.47% Apr-13 639,211 142% — Series R 300,000 246,405 4.97% 4.79% Aug-13 365,228 148% — Issue Designation Series AA 400,000 400,000 3.05% 3.07% Oct-14 697,777 174% — Series T 330,000 330,000 4.55% 4.47% May-15 565,160 171% — Series U 350,000 350,000 4.95% 4.61% Nov-15 508,783 145% — Series DD 300,000 300,000 2.13% 2.15% Jul-16 443,945 148% — Series W 100,000 100,000 5.00% 5.01% Dec-16 334,428 334% — Series X 250,000 250,000 5.45% 5.47% Sep-17 559,289 224% — Series CC 400,000 400,000 2.25% 2.28% Dec-17 412,491 103% — Series Z 500,000 500,000 4.38% 4.25% Mar-19 520,619 104% — Series BB 500,000 500,000 4.30% 4.22% Dec-21 788,912 158% — Series EE 300,000 300,000 2.80% 2.83% May-22 318,658 106% — $ 4,580,000 $ 4,514,076 3.98% 3.87% $ 387,671 (a) Forward gains and losses and original issue discounts are reflected in the effective interest rate. (b) Weighted average PEFCO Annual Report 2011 Long-term Secured Notes outstanding as of September 30, 2011 (in thousands USD): Long-term Secured Notes outstanding as of September 30, 2010 (in thousands USD): Original Principal Amount Principal Amount 9/30/10 Series O $ 150,000 $ 132,445 6.07% Series V 150,000 150,000 4.90% Issue Designation Coupon Rate(b) Maturity Schedule Designated Collateral Installments 6.07% Apr-11 3.97% Dec-11 Effective Rate(a)(b) As a % of Principal 9/30/10 Principal Due Within One Year $495,921 374% $ 132,445 707,043 471% — Series P 250,000 250,000 5.69% 5.47% May-12 713,730 285% — Series Y 450,000 450,000 3.55% 3.47% Apr-13 852,694 189% — Series R 300,000 250,005 4.97% 4.80% Aug-13 520,415 208% — Series AA 400,000 400,000 3.05% 3.07% Oct-14 677,156 169% — Series T 330,000 330,000 4.55% 4.47% May-15 455,084 138% — Series U 350,000 350,000 4.95% 4.61% Nov-15 361,207 103% — Series W 100,000 100,000 5.00% 5.01% Dec-16 331,602 332% — Series X 250,000 250,000 5.45% 5.47% Sep-17 439,223 176% — Series Z 400,000 400,000 4.38% 4.43% Mar-19 573,258 143% — Series BB 400,000 400,000 4.30% 4.29% Dec-21 418,907 105% — $ 3,530,000 $ 3,462,450 4.50% 4.39% $ 132,445 (a) Forward gains and losses and original issue discounts are reflected in the effective interest rate. (b) Weighted average 37 8. Long-Term Collateralized Notes Notes to Consolidated Financial Statements PFC’s long-term Collateralized Notes are not debt obligations of PEFCO and are not guaranteed by Ex-Im Bank. The Collateralized Notes are separate and distinct from the Secured Notes and are issued pursuant to a separate indenture. The principal of and interest on the long-term Collateralized Notes are fully secured by foreign importer notes related to export loans guaranteed by Ex-Im Bank and U.S. Treasury Securities, which are assigned to, and held by, The Bank of New York Mellon (a shareowner of PEFCO), as Trustee. The scheduled m ­ aturities of this collateral ensure that before the date on which p ­ ayments of ­principal and interest on the Collateralized Notes are due, the Trustee will have sufficient cash to pay such amounts due. An election had been made by PFC to treat itself as a financial asset securitization investment trust (“FASIT”) for U.S. federal income tax purposes. Under enacted tax legislation, the FASIT rules were repealed. Under the transition rules provided, any Collateralized Notes issued by PFC before October 22, 2004 will continue to qualify as regular interests in PFC, as long as they remain outstanding in accordance with their original terms. PFC, however, may not issue any additional Collateralized Notes. Long-term Collateralized Notes outstanding at September 30, 2011 (in thousands USD): Issue Designation Original Principal Amount Principal Amount 9/30/11 $0 $0 Series 2001-1 Coupon Rate Effective Interest Rate(a) Maturity Schedule (a) Forward gains and losses and original issue discounts are reflected in the effective interest rate. In 2011 and 2010, there were no long-term Collateralized Notes repurchases. In 2009, $20 million of PFC’s long-term Collateralized Notes were repurchased at a premium for an aggregate loss of $1.8 million. In 2011, the outstanding principal amount of $42 million of long-term Collateralized Notes matured. Long-term Collateralized Notes outstanding at September 30, 2010 (in thousands USD): Issue Designation Original Principal Amount Principal Amount 9/30/10 Coupon Rate Series 2001-1 $100,000 $42,000 5.66% Effective Interest Rate(a) Maturity Schedule 5.66% September 2011 (a) Forward gains and losses and original issue discounts are reflected in the effective interest rate. 9. Shareowners’ Equity Each share of common stock outstanding is subject to an additional assessment of $1,000 upon call by the Board of Directors. Net income per share of $226.25 has been calculated based on 14,811 shares ­outstanding. During the year PEFCO did not sell any common shares. In 2010, PEFCO sold to UPS Capital Business Credit, a current shareowner, 18 shares of PEFCO’s common shares for $112 thousand. 38 Under an agreement with Ex-Im Bank effective October 1, 2007, PEFCO has approval to declare or pay dividends of up to 50% of annual net income, subject to the following: (i) the shareowners’ equity of PEFCO, after giving effect to such dividend, is ­maintained at a minimum of $55 million (excluding the impact on shareowners’ e ­ quity of market value accounting for investment ­securities and for cash flow hedges); (ii) PEFCO m ­ aintains, after giving effect to such dividend, a leverage ratio of ­guaranteed assets to shareowners’ e ­ quity not in excess of 75 to 1; and (iii) PEFCO maintains a guideline that permits fixedrate export loan offers outstanding at any one time to aggregate at least $500 m ­ illion. The Board of Directors voted not to declare a dividend for the fiscal year ending September 30, 2011. As of September 30, 2011, d ­ ividends comprised 62% of cumulative net income, shareowners’ equity excluding accumulated other comprehensive income (loss) was $ ­ 108.1 million, leverage was 54 to 1 and the maximum fixed-rate export loan offer guideline was $700 million. 10. Income Taxes The provision for income taxes is as follows for the years ended September 30, Federal-current Federal-deferred 2011 2010 2009 $ 1,816 $ 641 $ 7,952 (73) (54) (104) $ 1,743 $ 587 $ 7,848 A reconciliation from the U.S. Federal statutory tax rate to the effective income tax rate is as follows for the years ended September 30, 2011 2010 2009 Tax at statutory rate 34.0% 34.0% 35.0% Effective income tax rate 34.2% 29.7% 35.0% PEFCO Annual Report 2011 Included in other assets and deferred charges at September 30, 2011 is a deferred tax asset of $5,378 thousand ($3,984 thousand in 2010). PEFCO determined that, as it was more likely than not that such deferred tax asset would be realized in the future, no valuation allowance was required as of September 30, 2011 and 2010. This determination was made based upon the evidence of prior year earnings as well as expected future earnings. The following table is an analysis of the deferred tax assets/liabilities (in thousands) for the years ended September 30: 2011 2010 Deferred Asset (Liability) Deferred Asset (Liability) $ 4,253 $ 5,282 1,668 1,595 Future tax benefits-post retirement benefit 450 369 Future tax benefits-pension 773 545 $ 7,144 $ 7,791 (1,766) (3,807) Cash flow hedge- unrealized gains Other deferred taxes(1) Total deferred assets Investment securities-unrealized losses Total deferred liabilities $ (1,766) $ (3,807) Net deferred assets $ 5,378 $ 3,984 (1) relates mostly to temporary differences in the current tax provision Non-taxable life insurance proceeds of $293 thousand received by PEFCO in 2010 resulted in the reduction of the tax statutory rate from 34% to 29.7%. The Company has not recorded any uncertain tax positions as of September 30, 2011 and 2010. The Company does not expect its uncertain tax position balance to change significantly in the next 12 months. The company is no longer subject to examinations by taxing authorities for all fiscal years prior to the one ended September 30, 2008. Currently, there are no examinations in progress and the Company has not been notified of any future examination by applicable taxing authorities. There are no significant matters affecting the comparability of the income tax information presented above. 11. Employee Benefit Plans The measurement date of both plans is September 30, 2011. At this date, the fair value of the qualified plans assets was $4,942 thousand. The projected benefit obligation (“PBO”) was $6,586 thousand for the qualified plan and $3,609 thousand for the nonqualified plan. The funded status at September 30, 2011 was ($1,643) thousand for the qualified plan and ($3,609) thousand for the non-qualified plan. The estimated net loss and prior service costs for the qualified plan that will be amortized from accumulated other comprehensive income into the net periodic pension cost over the next fiscal year is $ 134 thousand and $ 22 thousand respectively. The estimated net loss and prior service costs for the nonqualified plan that will be amortized from accumulated other comprehensive income into the net periodic pension cost over the next fiscal year is $28 thousand and ($4) 39 thousand respectively. The employer contributions for the qualified plan were $700 thousand in 2011 ($457 thousand in 2010). The PBO is based on a discount rate of 4.69%. Pension expense for the qualified plan was $506 thousand in 2011 ($457 thousand in 2010). Pension expense for the nonqualified plan was $482 thousand in 2011 ($371 thousand in 2010). Notes to Consolidated Financial Statements The plan assets are currently invested in a balanced fund. The asset allocation of the balanced fund consists of approximately 70% in equity securities and approximately 30% in debt securities. At September 30, 2011 and 2010 all plan assets were invested in Level I asset classes. The funding objectives of the pension plan are to achieve and maintain plan assets adequate to cover the accumulated benefit obligation and to provide competitive investment returns and reasonable risk levels when measured against appropriate benchmarks. The expected long-term rate of return on plan assets was 7% at September 30, 2011 (7.00% at September 30, 2010) and will be adjusted annually to take into account changes in historical returns on the appropriate indices and any changes in the plan’s investment allocation strategies. Pursuant to accounting standards, PEFCO must recognize the cost of health care and life insurance post-retirement benefits during the periods employees render service, with such costs being recognized in full by the eligibility date. The periodic post-retirement benefit cost for 2011 was $467 thousand. PEFCO contributed $29 thousand in 2011 towards the cost of healthcare and life insurance benefits. The accumulated post-retirement benefit obligation (“APBO”) for the unfunded plan at September 30, 2011 was $3,151 thousand. The APBO is based on a discount rate of 4.69% and assumed health care cost trend rates for medical, pre-65 at 9.5% and post-65 at 7.75% and prescription drugs at 8.5%. These rates will gradually decrease to 5% by 2018. The impact of a 1% change in the health care cost trend rate assumption would amount to approximately $102 thousand. PEFCO has a defined contribution 401(k) plan in which all full-time employees, after completing six months of service, are eligible to participate. This plan allows employees to make pre-tax contributions to tax-deferred investment portfolios. Employees may contribute up to 12% of their compensation subject to certain limits based on federal income tax laws. PEFCO matches employee contributions up to 6% of an employee’s compensation. The contribution expense was $162 thousand in 2011 ($137 thousand in 2010). 40 12. D erivative Financial Instruments PEFCO uses derivative financial instruments, including interest rate swap contracts, as part of its asset/liability management activities. The objective of the asset/ liability management process is to manage and control the sensitivity of PEFCO’s earnings to changes in the market interest rates. The process seeks to maximize earnings while not placing at risk of a 100 basis point movement in interest rate more than 10% of the pretax net present value of PEFCO’s capital, which is the acceptable specified limit authorized by PEFCO’s Board of Directors. Interest rate swap contracts are transactions in which two parties agree to exchange, at specified intervals, interest payment streams calculated on an agreedupon notional amount with at least one stream based on a specified floating-rate index. The notional principal amount of interest rate swap contracts do not represent the market or credit risk associated with those contracts but rather provide an indication of the volume of the transactions. The credit risk inherent in interest rate swaps arises from the potential inability of counterparties to meet the terms of their contracts. PEFCO performs credit reviews and enters into netting agreements to minimize the credit risk of interest rate swaps. There were no counterparty default losses in 2011, 2010, or 2009. The following table summarizes the notional amount and credit exposure of PEFCO’s derivative instruments at September 30, 2011 and 2010. Derivatives Instruments designated as hedges (in thousands) Interest Rate Swaps Fair Value Hedge Cash Flow Hedge Total Notional 2011 Credit Exposure 2010 2011 2010 $ 7,352,861 $ 5,367,329 $ 371,775 $ 305,515 90,000 90,000 0 0 $ 7,442,861 $ 5,457,329 $ 371,775 $ 305,515 Effect of master netting agreements Total Credit Exposure (317,179) (244,773) $ 54,596 $ 60,742 PEFCO has interest rate swap contracts designated as fair value hedges, which hedge certain fixed-rate long-term loans and certain fixed-rate long-term secured notes (debt). The objective of the fair value hedge is to protect the fixed-rate long-term loans and the fixed-rate long-term debt against changes in LIBOR which is the designated benchmark interest rate by PEFCO. Certain fair value hedges are considered to be 100% effective as each meets shortcut method accounting requirements and, accordingly the changes in fair values of both the interest rate swap contracts and related debt are recorded as equal and offsetting gains and losses in the Consolidated Statements of Financial Condition. As a result, regarding these fair value hedges, there was no gain or loss recognized in current period earnings. term liabilities. Any ineffectiveness must be recorded in the current period earnings. The gains and losses deemed to be effective are recorded in Accumulated Other Comprehensive Income (Loss), net of applicable Income Taxes. Certain fair value hedges do not meet shortcut accounting requirements and accordingly, the extent to which these instruments are effective at achieving offsetting changes in fair value must be assessed at least quarterly. Any ineffectiveness must be recorded in current period earnings. PEFCO does not enter into interest rate swap contracts or other derivatives not designated as hedging instruments. Ineffectiveness (in thousands) Year ended September 30, Interest Rate Swaps 2011 2010 2009 Fair Value Hedge $ 90 $ 71 $ 155 Cash Flow Hedge Total 0 0 (41) $ 90 $ 71 $ 114 PEFCO Annual Report 2011 PEFCO has interest rate swap contracts designated as cash flow hedges, which offset the variability in cash flows arising from the rollover of short-term notes (liabilities). The cash flow hedges are considered to be highly effective and accordingly, the changes in the cash flows of the interest rate swap contracts have been, and are expected to continue to be, highly effective at offsetting the changes in the cash flows of the short- Ineffectiveness related to derivatives and hedging relationships was recorded in net financing income as follows: The following table presents the effect of PEFCO’s derivative instruments on the Consolidated Statements of Financial Condition: (in thousands USD) Asset Derivatives Fair Value (1) Derivatives designated as hedging Liability Derivatives Fair Value (2) 2011 2010 2011 2010 Interest Rate Swaps $ 371,775 $ 305,515 $ 356,629 $ 293,228 Total $ 371,775 $ 305,515 $ 356,629 $ 293,228 (317,179) (244,773) (317,179) (244,773) $ 54,596 $ 60,742 $ 39,450 $ 48,455 Effect of master netting agreements Total Reported on the Consolidated Statements of Financial Condition (1) Reported as “Other Assets and Deferred Charges” on the Consolidated Statements of Financial Condition (2) Reported as “Accrued Expenses and Other Liabilities” on the Consolidated Statements of Financial Condition (3) Fair Values are on a gross basis, before consideration of master netting agreements as required by SFAS Interpretation No. 39; PEFCO received/paid no cash collateral in connection with the derivative transactions The following table presents the effect of PEFCO’s derivative instruments in cash flow hedging relationships on the Consolidated Statements of Operations: (in thousands USD) Loss (Gain) Recognized in Other Comprehensive Income (OCI) on Derivatives, net of tax (Effective Portion) Interest Rate Swaps Loss Reclassified from OCI into Total Financing Expense 2011 2010 2009 2011 2010 2009 $ (1,781) $ 1,828 $ 3,241 $ 327 $ 309 $ 363 41 13. Fair Value measurements Notes to Consolidated Financial Statements PEFCO has performed an analysis of all existing investments, debt instruments and derivative instruments to determine the significance and character of all inputs to their fair value determination. Based on this assessment, the adoption of this guidance did not have any material effect on PEFCO’s Consolidated Statements of Financial Condition and Consolidated Statements of Operations. However, the adoption of this guidance does require PEFCO to provide additional disclosures about the inputs used to develop the measurements and the effect of certain measurements on changes in assets and liabilities for the reportable periods as included in PEFCO’s annual report. The guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into the following three broad categories. 1. L evel 1 ­– Quoted unadjusted prices for identical instruments in active markets to which PEFCO has access at the date of measurement. Level 1 securities include U.S. Treasury and Equity Securities. 2. L evel 2 – Quoted prices for similar instruments in active markets; quoted and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 2 inputs are those in markets for which there are few transactions, the prices are not current, little public information exists or instances where prices vary substantially over time or among brokered market makers. Level 2 securities consist of U.S. Guaranteed Securities. 3. L evel 3 – Model derived valuations in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are those inputs that reflect PEFCO’s own assumptions that market participants would use to price the asset or liability based on the best available information. September 30, 2011 (000’s) Quoted Prices in Active Market (Level 1) Prices w/Other Observable Inputs (Level 2) Prices w/ Significant Unobservable Inputs (Levels 3) $ 280,214 $ 331,169 — — $ 611,383 — 371,775 — (317,179) 54,596 $ 280,214 $ 702,944 — (317,179) $ 665,979 Unrealized depreciation on interest rate swaps — $ 356,629 — (317,179) $ 39,450 Total Liabilities at Fair Value — $ 356,629 — (317,179) $ 39,450 Asset Fair Value Available-for-sale securities Unrealized appreciation on interest rate swaps Total Assets at Fair Value Netting(a) Total Liabilities Fair Value September 30, 2010 (000’s) Asset Fair Value Available-for-sale securities Unrealized appreciation on interest rate swaps Quoted Prices in Active Market (Level 1) Prices w/Other Observable Inputs (Level 2) Prices w/ Significant Unobservable Inputs (Levels 3) $ 334,923 $ 380,722 — — Netting(a) Total $ 715,645 — 305,515 — (244,773) 60,742 $ 334,923 $ 686,237 — (244,773) $ 776,387 Unrealized depreciation on interest rate swaps — $ 293,228 — (244,773) $ 48,455 Total Liabilities at Fair Value — $ 293,228 — (244,773) $ 48,455 Total Assets at Fair Value Liabilities Fair Value (a) PEFCO has elected to net unrealized gains (receivables) and unrealized losses (payables) when a legally enforceable master netting agreement exists. 42 PEFCO did not have any assets or liabilities that were measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the year ended September 30, 2011 and 2010. PEFCO did not have any assets or liabilities that were measured at fair value on a non-recurring basis during the years ended September 30, 2011 and 2010. There were no transfers between Level 1 and Level 2 during the years ended September 30, 2011 and 2010. The following table presents the carrying amounts and estimated fair values of financial instruments as of September 30, 2011 and 2010 (in thousands USD) Assets Cash Repurchase Agreements Investment securities Interest and fees receivable Loans Interest rate swaps 2010 Estimated Fair Value Carrying Amount $ 302,259 $ 302,259 0 0 145,000 145,000 611,383 611,383 715,645 715,645 71,357 71,357 68,257 68,257 6,179,198 6,289,628 4,792,479 4,919,158 54,596 54,596 60,742 60,742 $ 2,144,667 $ 2,144,667 $ 1,814,941 $ 1,814,941 $ 29,065 Estimated Fair Value $ 29,065 Liabilities Short-term notes Interest payable Long-term Secured Notes Long-term Collateralized Notes Interest rate swaps Certain Short-Term or Floating-Rate Financial Instruments - For the following financial instruments, which have relatively short-term maturities or floating interest rates, the carrying amounts recognized in the Consolidated Statement of Financial Condition were determined to be a reasonable estimate of their fair value: cash, repurchase agreements, floating-rate loans, interest and fees receivable, short-term notes and interest payable. 47,905 47,905 45,731 45,731 4,897,357 4,939,554 3,777,945 3,814,240 0 0 42,000 44,191 39,450 39,450 48,455 48,455 PEFCO Annual Report 2011 2011 Carrying Amount Long-Term Secured Notes and Collateralized Notes - The fair values were based on dealer quotations taking into account current market interest rates and the credit rating of PEFCO. Interest Rate Swaps - The fair values were based on model valuations (Level 2) using market- based inputs. The fair value generally reflects the estimated amounts that PEFCO would receive or pay to replace the contracts at the reporting date. Investment Securities - The fair value of investment securities available for sale are recorded at fair value on the balance sheet. The fair value is generally determined using market prices provided by the data providers (Level 1) or dealer quotations (Level 2). Fixed Rate-Loans - Because no quoted market prices are available for the loan portfolio, contractual cash flows are discounted using current rates appropriate for each maturity to estimate the fair value of fixed- rate loans. 43 14. Related Party Transactions Notes to Consolidated Financial Statements Certain shareowners (or their affiliates) have provided and presently provide a variety of commercial banking services to PEFCO. In 2011, PEFCO paid $3,206 thousand in underwriting fees ($1,388 thousand in 2010) related to the issuance of long-term Secured Notes. Fees paid for liquidity back up lines in 2011 were $2,959 thousand ($2,873 thousand in 2010). In 2011, PEFCO also paid $324 thousand for other commercial banking services ($337 thousand in 2010). September 30, 2011 September 30, 2010 Receivable Payable Net Receivable $ 54,596 $ 60,742 (28,406) (35,438) $ 26,190 $ 25,304 15. General And Administrative Expenses (000’s) The breakdown of the General and Administrative Expenses are as follows: Year Ended September 30, Compensation and Benefits Administration Professional Fees Total 16. OPERATING LEASE PEFCO has executed as lessee an operating lease for the rental of office space through fiscal 2020. Rent holidays and rent escalation clauses are recognized on a straight-line basis over the lease term. Leasehold improvements incentives are recorded as leasehold improvements and amortized over the shorter of their economic lives or the term of the lease. For the years ended September 30, 2011, 2010 and 2009, PEFCO recorded lease expense related to these agreements of $613 thousand, $647 thousand and $581 thousand, respectively, which is included in the accompanying Consolidated Statements of Operations. 17. Subsequent Events In accordance with current accounting literature, subsequent events were evaluated through the date the financial statements were issued, November 10, 2011. 44 PEFCO has derivative contracts with certain shareholders broken out as follows (000’s): 2011 2010 2009 $ 6,210 $ 5,441 $ 5,709 2,481 2,413 2,186 723 823 910 $ 9,414 $ 8,677 $ 8,805 Future minimum lease payments under the lease as of September 30, 2011 are as follows (in 000’s) 2012 $ 581 2013 581 2014 581 2015 625 2016 Thereafter Total 634 2,008 $ 5,010 To the Board of Directors and Shareowners of Private Export Funding Corporation Private Export Funding Corporation (“PEFCO”) maintains a system of ­internal control over financial reporting which is designed to provide reasonable assurance regarding the preparation of reliable p ­ ublished financial statements. The ­system contains self-monitoring mechanisms, and actions are taken to correct deficiencies as they are i­dentified. Even an effective internal ­control system, no matter how well designed, has inherent limitations – including the ­possibility of the circumvention or overriding of controls – and therefore can provide only reasonable ­assurance with respect to financial ­statement preparation. Further, because of changes in con­ditions, internal c­ ontrol system ­effectiveness may vary over time. Don B. Taggart chairman, president & chief executive officer November 10, 2011 PEFCO Annual Report 2011 PEFCO’s management assessed its internal control over financial reporting as of September 30, 2011, in relation to criteria for effective internal control described in “Internal Control-Integrated Framework” issued by the Committee of Sponsor­ing Organizations of the Treadway Commission. Based on this assessment, PEFCO believes that, as of September 30, 2011, its system of internal control over financial ­reporting was effective. Spiros Tsaketas vice president & controller November 10, 2011 45 To the Board of Directors and Shareowners of Private Export Funding Corporation We have examined management’s assertion, included in the accompanying Management’s Report on Responsibility for Financial Reporting, that Private Export Funding ­Corpor­ation (“PEFCO”) m ­ aintained effective internal c­ ontrol over financial reporting as of September 30, 2011, based on criteria established in “Internal Control-Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). PEFCO’s management is responsible for maintaining effective internal control over ­financial reporting. Our responsibility is to express an opinion on management’s assertion based on our examination. Report of Independent Auditors Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants and, accordingly, included obtaining an understanding of internal control over financial reporting, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our examination p ­ rovides a ­reasonable basis for our opinion. Because of inherent limitations in any internal control, misstatements due to error or fraud may occur and not be ­detected. Also, projections of any evaluation of internal control over financial reporting to future ­periods are subject to the risk that the internal control may become i­nadequate because of changes in c­ onditions, or that the degree of compliance with the p ­ olicies or ­procedures may deteriorate. In our opinion, management’s assertion that PEFCO maintained effective internal control over financial reporting as of September 30, 2011 is fairly stated, in all material respects, based on criteria established in “Internal ControlIntegrated Framework.” New York, New York November 10, 2011 46 In thousands, except per share amounts and Independent Auditors Fees Year ended September 30, Loan Commitments Commitments for year 2011 2010 2009 2008 2007 $ 2,948,000 $ 1,643,000 $ 1,857,000 $ 1,953,000 $ 828,087 $ 913,642 $ 889,710 $ 759,651 $ 678,422 $ 608,082 5,901,849 4,497,347 4,642,873 4,016,942 3,819,964 277,349 295,132 366,405 375,379 395,388 $ 2,144,677 $ 1,814,941 $ 2,051,996 $ 2,151,136 $ 1,913,323 4,897,357 3,777,945 3,613,665 2,832,149 2,832,579 0 42,000 42,000 62,000 72,000 Commitments, cumulative from inception 28,181,000 Selected Assets Cash and investment securities or insured by Ex-Im Bank Loans insured by OPIC Selected Liabilities Short-term notes Long-term Secured Notes Long-term Collateralized Notes Other Financial Data Net income (loss) Net income (loss) per share $ 3,351 1,391 226.25 Dividends Average shareowners’ equity $ $ 93.92 14,538 $ 982.76 — — 444 105,878 95,907 89,100 3.16% 1.45% 16.24% 6,487 461.54 $ $ 585 41.14 351 — 77,650 76,960 8.35% 0.80% 2011 2010 $ 190,000 $ 202,000 106,800 49,400 63,000 27,000 359,800 278,400 60,000 58,000 $ 419,800 $ 336,400 PEFCO Annual Report 2011 Export loans guaranteed Return on average shareowners’ equity Independent Audit Fees PEFCO utilizes the services of PricewaterhouseCoopers LLP for audit, tax and other non-audit services. PEFCO’s Audit Committee is responsible for the pre-approval of all audit and permitted non-audit services performed by the independent auditors. The fees incurred in 2011 and 2010 were as follows: Service Audit Audit related: Secured Note issuances Substitutions of collateral Total Audit related Tax Total 47 Directors Board of Directors and Officers Don B. Taggart(1) (3) (5) (6) Richard S. Aldrich, Jr.(1) (4) Philip F. Bleser Mary K. Bush (3) (5) Chairman, President & Chief Executive Officer PEFCO CEO, Global Corporate Bank North America J.P. Morgan 48 Partner skadden, arps, slate, meagher & flom, llp Robert J. Bernabucci (1) (2) (3) President ups capital corporation Catherine P. Bessant (2) (5) Global Technology & Operations Executive Bank of America Merrill Lynch Chairman bush international, llc (1) Member of the Executive Committee (2) Member of the Audit Committee (3) Member of the Nominating and Governance Committee (4) ember of the Compensation and Management Development M Committee (5) Member of the Risk Policy Committee (6) r. Taggart is an ex-officio member of the Audit Committee and M Compensation and Management Development Committee Benjamin M. Friedman (1) (5) William R. Rhodes (1) (4) Rita M. Rodriguez (2) (5) President Boeing Capital Corporation Senior Advisor CITIGROUP, INC. President William R. Rhodes Global Advisors William Joseph Maier Professor of Political Economy harvard university Robert D. Matthews, Jr. Vice Chairman, Commercial Banking Citizens Financial Group, Inc. Karen B. Peetz (3) (4) Vice Chairman The Bank of New York Mellon PEFCO Annual Report 2011 Michael J. Cave (2) (3) Senior Fellow woodstock theological center at georgetown university 49 Officers Board of Directors and Officers (cont’d) Timothy C. Dunne Vincent J. Herman Ann Marie Milano John J. Neblo Francoise M. Renieris Melinda A. Scott Don B. Taggart Spiros Tsaketas Richard E. Youtz Senior Vice President & Treasurer Senior Vice President Chairman, President & Chief Executive Officer 50 Vice President Assistant Vice President Vice President & Controller Vice President & Secretary Assistant Vice President Senior Vice President The Advisory Board and the Exporters’ Council advise the management of PEFCO on loan policy, lending rate policy, scope of activities, ­relationships with borrowers, commercial banks, other co-lenders, Ex-Im Bank and on such other ­matters as management may request. Their ­guidance and strong support contribute greatly to the success of PEFCO and are ­highly appreciated. We are also appreciative of the active ­participation of Ex-Im Bank. Exporters’ Council Jeffrey S. Cain Stephen Atallah Marguerite M. Gill Vice President JPMorgan Chase Bank, N.A. Managing Director Siemens Financial Services Carla G. Campos Terina A. Golfinos Ronald J. Glover Managing Director Deutsche Bank AG Director HSBC Securities (USA), Inc. Carl Carrier Executive Director Banco Santander S.A. Managing Director ING Capital LLC Phillips Lee Managing Director Société Générale Ae Kyong Chung Robert P. Mayer Michael K. Clare Christan McCormick Marcia M. Davis John C. Sapoch Managing Director Citigroup Global Markets, Inc. Managing Director J.P. Morgan Securities Inc. Senior Vice President Bank of America, N.A. Vice President and Manager PNC Bank, N.A. Managing Director Boeing Capital Corporation Gary Groom Barbara A. O’Boyle Director of Finances Bechtel Enterprises Holdings, Inc. John Sabroske Director- Global Trade Finance John Deere Credit Daniel A. Stewart Principal Finance Specialists International Export Credit Manager Caterpillar Financial Services Corp. Bret Kushner Vice President Diebold Global Finance Corporation Skip A. Warner Senior Vice President GE Capital Markets Corporate CEO Natixis Transport Finance Managing Director Wells Fargo Bank, N.A. PEFCO Annual Report 2011 Advisory Board Emilio A. Giliberto Vice President UPS Capital Business Credit The PEFCO Small Business Lender Council is a network of lenders that work with PEFCO in support of Ex-Im Bank’s outreach to small U.S. exporters. The Council has two principal functions: as a funding resource for small exporters and as a forum where Ex-Im Bank can have frank discussions with lenders on subjects of common interest. The Council is a PEFCO endeavor and is open only to lenders that have an established relationship with the PEFCO Small Business Program. The Council began activities in 2006. Small Business Lender Council Joseph T. Barrett President Barrett Trade & Finance Group, LLC Gregory J. Bernardi President London Forfaiting Americas Alfredo J. Briceňo Trade Finance Director Hencorp Becstone Group, LLC Ralph Clumeck President CFS International Capital Corp. James G. Fortsch Carlos Gonzalez Juanes William M. Schoeningh Jorge Garza Richard H. Lopez Brett N. Silvers Emilio A. Giliberto Gustavo Rosas Jamie Zamudio Head of ECA Finance UPS Capital Business Credit CEO InterBanco, S.A. Vice President UPS Capital Business Credit Banking Executive Director Banco Monex, S.A. Managing Principal Drake Finance Group, Inc. Director New Continent Finance, Inc President Centre Merchant Finance, Inc. President WorldBusiness Capital, Inc. Vice President Republic Federal Bank Steven M. Greene COO International Trade Atrafin, LLC www.pefco-smallbusinesslenders.com 51 PEFCO’s stock is owned by 23 commercial banks, six industrial companies and two financial services companies. In the case of the commercial banks, the shares are owned directly or through an affiliate. Ownership and transferability of the common stock of PEFCO are restricted to “Qualified Investors”. As defined in the By-laws, a “Qualified Investor” is a financial institution or a corporation engaged in producing or exporting United States products or services. Under PEFCO’s By-laws, no shareowner may own more that 18% of the outstanding shares. The following is a list of shareowners as of September 1, 2011: Commercial Banks Bank of America 1,924 The Bank of Miami, N.A. 280 The Bank of New York Mellon 702 Bank of the West 79 Brown Brothers Harriman & Co. 38 Citibank, N.A. 1,066 Deutsche Bank 1,066 ING Capital LLC PEFCO Shareowners JPMorgan Chase & Co. 120 2,496 Key Bank 165 Natixis Transport Finance, S.A. 738 PNC Bank Corp. 503 Regions Bank The Royal Bank of Scotland Silicon Valley Bancshares 20 1,549 42 Société Générale 100 Standard Chartered Bank 300 Sterling National Bank & Trust Company of New York UBS AG Union Bank N.A. 52 Number of Shares 39 137 93 UPS Capital Business Credit 284 U.S. Bank 500 Wells Fargo & Company 375 Financial Services Companies Number of Shares Island Capital Ltd. 366 Radian Asset Assurance Inc. 212 Industrial Companies ABB, Inc. Boeing Capital Corporation Number of Shares 80 984 Cessna Aircraft Company 40 General Electric Company 200 Halliburton Co., Houston 113 United Technologies Corporation 200 Total PEFCO Treasury Stock (purchased in 2008) 14,811 166 280 Park Avenue, New York, NY 10017 Telephone: (212) 916-0300 Facsimile: (212) 286-0304 For Specific Inquiries Concerning PEFCO’s Lending Programs, Contact: Internet John Neblo Senior Vice President (212) 916-0352 j.neblo@pefco.com Common Stock Richard E. Youtz Senior Vice President (212) 916-0304 r.youtz@pefco.com www.pefco.com www.pefco-smallbusinesslenders.com PEFCO is its own transfer agent and registrar for its common stock, and a­ ccordingly, all transfers of stock must be coordinated through PEFCO. For inquiries, c­ ontact Ann Marie Milano, Vice President & Secretary (212) 916-0314 a.milano@pefco.com Financial Information About PEFCO, Contact: Spiros Tsaketas Vice President & Controller (212) 916-0317 s.tsaketas@pefco.com Long-Term Secured Notes and Collateralized Notes Vincent J. Herman Vice President (212) 916-0327 v.herman@pefco.com Independent Auditors PricewaterhouseCoopers LLP 300 Madison Avenue New York, NY 10017 Legal Counsel Shearman & Sterling LLP 599 Lexington Avenue New York, NY 10022 The Bank of New York Mellon is trustee, registrar, transfer agent and paying agent for all outstanding issues of PEFCO’s Secured Notes and PFC’s Collateralized Notes. Annual Meeting Short-Term Notes To Contact Any of the Board of Directors Please Mail Correspondence to: JPMorgan Chase Bank is the issuing and paying agent for PEFCO’s ­commercial paper. For inquiries regarding Long-Term and Short-Term Notes, Contact: Timothy Dunne Senior Vice President & Treasurer (212) 916-0323 t.dunne@pefco.com PEFCO Annual Report 2011 Private Export Funding Corporation 7:15 a.m., Friday December 2, 2011 280 Park Avenue, 4th Floor New York, NY 10017 PEFCO Attention (Board Member) Office of the Secretary 280 Park Avenue, 4th Floor New York, NY 10017 53 PRIVATE EXPORT FUNDING CORPORATION 280 Park Avenue, New York, NY 10017 www.pefco.com