The Eleventh Farm Credit District Employees Retirement Plan. Financial Statements December 31, 2012 and 2011

Transcription

1 The Eleventh Farm Credit District Employees Retirement Plan Financial Statements

2 INDEPENDENT AUDITORS' REPORT Participants and Farm Credit Foundations Trust Committee The Eleventh Farm Credit District Employees Retirement Plan St. Paul, Minnesota Report on the Financial Statements We have audited the accompanying financial statements of The Eleventh Farm Credit District Employees Retirement Plan (the Plan), which comprise the statements of net assets available for benefits as of, and the related statements of changes in net assets available for benefits for the years then ended, and the related notes to the financial statements. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits 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 from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Plan s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. An independent member of Nexia International (1) 1

3 Participants and Farm Credit Foundations Trust Committee The Eleventh Farm Credit District Employees Retirement Plan Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial status of the Plan as of, and the changes in financial status for the years then ended, in accordance with accounting principles generally accepted in the United States of America. CliftonLarsonAllen LLP Minneapolis, Minnesota September 12, 2013 (2) 2

4 Statements of Net Assets Available for Benefits Assets Investments, at fair value Short-term investment funds $ 650,370 $ 602,885 Plan interest in Master Trust 140,509, ,347,760 Total assets 141,160, ,950,645 Liabilities Administrative and other expenses payable 21,873 18,960 Net assets available for benefits $ 141,138,476 $ 142,931,685 See accompanying notes to the financial statements. 3

5 Statements of Changes in Net Assets Available for Benefits Years Ended Net assets available for benefits, beginning of year $ 142,931,685 $ 153,084,721 Net investment income Master Trust income 17,654, ,890 Contributions Employer 5,745, ,000 Deductions Benefits paid to participants 7,445,533 11,100,043 Transfer to CoBank, ACB Trust 17,539,984 - Administrative and other expenses 207, ,883 Total deductions 25,192,939 11,266,926 Net decrease (1,793,209) (10,153,036) Net assets available for benefits, end of year $ 141,138,476 $ 142,931,685 See accompanying notes to the financial statements. 4

6 1. Description of the Plan The following description of The Eleventh Farm Credit District Employees Retirement Plan (the Plan) provides general information regarding the Plan. Refer to the Plan document for a complete description of Plan provisions. Plan Provisions The Plan is a noncontributory defined benefit pension plan covering eligible employees of the former Western Farm Credit Bank and the Production Credit Associations, Federal Land Credit Associations, and Agricultural Credit Associations of the former Eleventh Farm Credit District (collectively, the Employers). Employees eligible to participate in the Plan are those employees hired before January 1, 1998, who had completed five years of service or attained age 45 as of January 1, 1998, and who elected not to participate in the money purchase component of the Eleventh Farm Credit District s Retirement Savings Plan (Savings Plan). Employees hired after January 1, 1998, are not eligible to participate in the Plan, but are enrolled in the employer contribution component of the Farm Credit Foundations Defined Contribution / 401(k) Plan (the 401(k) Plan). The Plan was closed on January 1, Since December 31, 1997, no new participants have joined the Plan; therefore, all Plan participants have completed five years of service and are fully vested in plan benefits they have earned based on current credited service. The Plan was most recently restated effective January 1, 2008 and most recently amended January 1, Retirement benefits are paid from plan assets based upon a pre-defined formula which considers salary and credited service, subject to certain limitations. Several benefit payment options are available, as defined in the Plan document. Plan Governance The Farm Credit Foundations Plan Sponsor and Trust Committees provide consideration and oversight of the benefit plans offered by participating employers of the AgriBank District, former 9 th and 11 th District Employers, and Northwest Farm Credit Services, ACA as defined by the Farm Credit Foundations Administrative Agreement. As of December 31, 2012 there were 46 participating employers across 29 states with over 7,900 active employees, which Farm Credit Foundations served. The governance committees are either elected or appointed representatives (senior leadership and/or Board of Director members) from the participating organizations. The Plan Sponsor Committee is responsible for decisions regarding benefits at the direction of the participating employers. The Trust Committee is responsible for fiduciary and plan administrative functions. Effective January 1, 2012, U.S. AgBank, FCB (AgBank) and CoBank, ACB (CoBank), two banks in the Farm Credit System, merged. As a result, certain assets and related benefits were transferred to and assumed by CoBank. Refer to the Transfer to CoBank section for further information. In addition, the Coordinating Committee (the Committee) was formed to govern the Ninth Farm Credit District Pension Plan, The Eleventh Farm Credit District Employees Retirement Plan and the former 9 th and 11 th District Pension Restoration Plan. The Committee consists of the respective employers representatives to the Plan Sponsor Committee. The sole purpose of the Committee is to focus on the governance of its employers qualified and nonqualified retirement plans. Funding Policy The Employers contribute amounts necessary on an actuarial basis to provide the Plan with sufficient assets to meet the benefits to be paid to participants. The Plan s funding policy is to contribute amounts which represent normal cost, plus amortization of the unfunded accrued liability over five years, plus interest, subject to the full funding limitation or other Internal Revenue Service (IRS) limitations for each plan. The Former 9 th 5

7 and 11 th District Employers Coordinating Committee changed the amortization period from seven to five years in 2012 at the approval of the participating employers. Payment of Benefits Election as to Form of Distribution. Each participant shall elect a form of retirement benefit by filing the prescribed forms with the Plan Administrator at any time within six months of the date his/her retirement benefit is to commence, and any such election may be changed or revoked at any time up to the date the participant s retirement commences. Form of Distribution. Except as otherwise provided in the Plan document, each participant may elect to have his/her retirement benefit paid in any of the following forms, each of which shall be actuarially equivalent: (A) Single life annuity (B) 100% joint and survivor annuity (C) 75% or 50% joint and survivor annuity (D) Lump sum payment, subject to the following: (1) The participant terminated his/her employment on or after January 1, 2006; (2) As of the date the participant terminated his/her employment, the participant was an active participant; (3) Immediately upon termination of his/her employment, the participant was either: a. Eligible to commence a normal annuity, a reduced early annuity, or an unreduced early annuity; or b. Entitled to receive reduced Early Annuity, provided the Participant s election to receive a lump sum distribution is made within twelve months following his/her termination of employment. Payment of Small Amounts. If a retirement benefit or survivor annuity is payable in the form of a lump sum distribution under this Plan, and the amount of such lump sum distribution does not exceed $1,000, the Plan Administrator will direct distribution to the payee in a lump sum whether or not the payee has elected to receive such lump sum distribution. Regulatory Compliance The Department of Labor has determined the Plan to be a governmental plan; therefore, the Plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). Plan Administration The Plan provides that an employee of a participating employer who has satisfied the Plan's eligibility requirements, will have rights to benefits under the Plan. AgriBank, FCB (AgriBank) served as Plan Administrator under the Plan through December 31, Farm Credit Foundations, previously a department of AgriBank, assumed responsibility as Plan Administrator effective January 1, The Farm Credit Foundations Trust Committee has primary responsibility for administration and interpretation of the Plan and investment of the Plan assets. The Farm Credit Foundations Trust Committee is the trustee for the Plan assets invested in the Master Trust. The trustee supervises and administers all investments and related activities, including such functions as purchases, sales, reinvestment, and collection of investment income. Certain income and expense items of the investments in the Master Trust are recorded at the Master Trust level. These include investment expenses, interest income, and dividends. Wells Fargo Bank, N.A. (Wells Fargo) is the custodian for the Plan assets and New York Life Trust Company is the third-party administrator for the Plan. 6

8 Transfer to CoBank Effective January 1, 2012, AgBank and CoBank, two banks in the Farm Credit System, merged. As of this date, all formerly offered AgBank plans, including a portion of the Eleventh Farm Credit District Employees Retirement Plan, are offered by CoBank and are no longer governed by the Farm Credit Foundations Administrative Agreement. In conjunction with this change in administrators, $17,539,984 in related assets were transferred to the CoBank Trust. Plan Termination Although there has been no expression of intent to do so, the participating employers have the right under the Plan to discontinue contributions at any time and to terminate the Plan subject to the plan provisions. In the event of Plan termination, the present value of benefits due to participants would be distributed to participants. Plan assets in excess of obligations would be returned to the Employers. Obligations and liabilities in excess of assets would be the responsibility of the Employers. As the Plan is not subject to ERISA, the Plan s benefits are not insured by the Pension Benefit Guaranty Corporation. Accordingly, the amount of accumulated benefits that participants would receive in the event of the Plan s termination is contingent on the sufficiency of the Plan s net assets to provide benefits at that time. 2. Summary of Significant Accounting Policies A description of the Plan s significant accounting policies follows: Basis of Accounting The accompanying financial statements are prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). Accordingly, income is recorded in the year earned and expenses are recorded in the year incurred. 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 amounts of assets and liabilities, and changes therein, as well as disclosures of contingent assets and liabilities. Actual results could differ from those estimates. Fair Value Measurements The Financial Accounting Standards Board (FASB) guidance on Fair Value Measurements describes three levels of inputs that may be used to measure fair value. Level 1: Quoted prices in active markets for identical assets or liabilities that the Plan has the ability to access at the measurement date. Level 2: Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly. Level 2 inputs include the following: quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active so that they are traded less frequently than exchange-traded instruments, the prices are not current, or principal market information is not released publicly, inputs other than quoted prices that are observable for the asset or liability, and inputs derived principally from or corroborated by observable market data by correlation or other means. 7

9 Level 3: Unobservable inputs are supported by little or no market activity and are significant to the fair value of the assets or liabilities. These unobservable inputs reflect the Plan s own assumptions about assumptions that market participants would use in pricing the asset or liability. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. The asset or liability s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. There have been no changes in the valuation methodologies used at. Investment Valuation and Income Recognition The Plan s investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of the Plan s interest in the Master Trust is based on the beginning of year value of the Plan s interest in the trust plus actual contributions and allocated investment income or losses less actual distributions and allocated administrative expenses. Short-term investment funds are valued at cost which approximates fair value. The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. Purchases and sales of investments are recorded on a trade date basis. Interest income is accrued based on the terms of the underlying investment. Net investment income includes the Plan s gains and losses on investments purchased and sold as well as held during the year. Benefits and Expenses Benefit payments to participants are recorded upon distribution. All benefit payments and eligible administrative expenses are paid from Plan assets. Administrative and other expenses of the Plan consist of legal, actuarial, auditing, recordkeeping, and custodial fees. Actuarial Present Value of Accumulated Plan Benefits Refer to Note 5 for a description of the method and assumptions used to determine the actuarial present value of accumulated plan benefits and any changes made to the method and assumptions between December 31, 2012 and Reclassifications Certain amounts in the 2011 Plan have been reclassified to conform to the current year s presentation. These reclassifications do not affect net assets available for benefits as previously reported. 8

10 3. Income Tax Status The IRS has issued a favorable determination letter regarding the Plan s current nontaxable status. The Plan received its latest determination letter from the IRS dated July 25, The Plan has been amended since receiving the determination letter. Plan management is of the opinion that the Plan continues to comply with the applicable sections of the Internal Revenue Code, and that the related trust, which forms a part of the Plan, is exempt from income tax. Accordingly, no provision has been made for federal or state income taxes. U.S. GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The Plan Administrator has analyzed the tax positions taken by the Plan, and has concluded that as of, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan Administrator believes it is no longer subject to income tax examinations for years prior to Investments Interest in Master Trust The Plan s investments are in a master trust which holds the investment assets of the Plan, Northwest Farm Credit Services Retirement Plan, AgriBank District Retirement Plan, Ninth Farm Credit District Pension Plan, and the 401(k) Plan. Each plan s share of the Master Trust is determined by the use of accumulation units, with each unit representing an undivided interest in the Master Trust. The plans are credited with units purchased and charged with units to be paid or forfeited at the monthly accumulation unit value. Net assets, net investment income, gains and losses, and administrative expenses are allocated to the participating plans based upon the weighted average units held during the period. The Plan s interest in the Master Trust was approximately 6% at. The following table presents the fair values of investments for the Master Trust as of December 31: Money market $ 38,584,016 $ 86,873,723 Corporate bonds 1,100, ,310 Government securities 741, ,828 Common stocks 628,572, ,148,096 Mutual funds 1,207,532, ,717,159 Commingled trust funds 430,813, ,237,243 Cayman Island exempted company 23,032,585 22,557,463 Investment insurance contracts 84,488,704 92,667,039 Long/short equity limited partnership 65,524,920 64,731,452 Pending investment trades 4,096,860 31,350,000 Securities lending cash collateral - 20,031,995 Total investments held by Master Trust 2,484,487,902 2,274,529,308 Due to brokers for securities lending - (24,000,000) Net investments held by Master Trust 2,484,487,902 2,250,529,308 Note receivable from participants 20,061,200 18,836,701 Total Master Trust $ 2,504,549,102 $ 2,269,366,009 9

11 Master Trust investment income (loss) for the years ending December 31 is as follows: Money market $ 800,712 $ (587,142) Corporate bonds 47,735 (3,727) Government securities 3,345 (60,249) Common stocks 95,743,153 3,574,475 Mutual funds 132,680,958 (21,362,026) Commingled trust funds 27,183,582 (6,100,378) Cayman Island exempted company 475, ,767 Investment insurance contracts 4,323,391 5,329,203 Long/short equity limited partnership 4,803,894 (3,336,871) Securities lending cash collateral (6,456,043) 258,603 Total net appreciation (depreciation) 259,605,849 (21,881,345) Interest and dividends 17,393,705 17,319,007 Less: investment management expenses 16,905 18,087 Total net investment income (loss) $ 276,982,649 $ (4,580,425) Securities Lending The Master Trust had a securities lending program with Wells Fargo. The Master Trust required collateral with a market value of at least 102% of the market value of the loaned securities at the time a loan was transacted. Collateral was provided by the borrower and may be held, invested, or reinvested in certain types of securities. At December 31, 2011 the fair market value of the securities loaned to Wells Fargo was $24,000,000 and the fair value of the collateral accepted by the Master Trust was $20,031,995. In July 2012 the Trust Committee formally requested to exit the securities lending program with Wells Fargo. In September 2012, a pro rata contribution was made by each pension plan to the Master Trust to satisfy the net obligation of the securities lending program with Wells Fargo. The total contribution was $6,456,043, of which the Plan contributed $858,769. Prior to the exit and liquidation, no collateral had been sold or repledged. The securities purchased from the securities lending program were valued at approximately $2,900,000, resulting in an approximate net unrealized loss of $3,500,000. During November 2012, a portion of the securities purchased were liquidated from the Master Trust at a loss of $2,424,352, of which the Plan realized $322,484. As of December 31, 2012, the Master Trust held the remaining securities in a net loss position of $1,129,305 classified as Money market investments. The Trust Committee, which serves as the trustee of the Plan, is one of the plaintiff class members in a class action federal lawsuit in Minnesota alleging a variety of causes of action including breach of fiduciary duty against Wells Fargo for its handling of the securities lending program. See City of Farmington Hills Employees Retirement System v. Wells Fargo (Civ. No , D. Minn.). The trial in that case is scheduled to commence in March In the event of a favorable judgment or settlement in the case, the Plan s Trust would share in the proceeds from any such judgment or settlement. 5. Accumulated Plan Benefits Accumulated plan benefits are those future periodic payments, including lump-sum distributions, which are attributable under the Plan s provisions to the service employees have rendered. Accumulated plan benefits include benefits expected to be paid to retired or terminated employees or their beneficiaries, beneficiaries of employees who have died, and present employees or their beneficiaries. 10

12 The actuarial present value of accumulated plan benefits is determined by the Plan s actuary by applying actuarial assumptions to adjust the accumulated plan benefits to reflect the time value of money and the probability of payment between the valuation date and the expected date of payment. The significant assumptions used in the valuations as of are detailed below: Mortality Interest rate Compensation increases Lump sum interest rate RP-2000 Fully Generational Table 8.0% per annum 5.0% per annum 8.0% per annum The foregoing actuarial assumptions are based on the presumption that the Plan will continue. Were the Plan to terminate, different actuarial assumptions and other factors might be applicable in determining the actuarial present value of accumulated plan benefits. The actuarial present value of accumulated plan benefits at December 31 is summarized as follows: Actuarial present value of accumulated plan benefits Vested benefits Participants and beneficiaries currently receiving payments $ 68,763,423 $ 78,933,807 Other participants 62,026,693 63,227,799 Total vested benefits 130,790, ,161,606 Nonvested benefits 4,555,529 4,747,458 Actuarial present value of accumulated plan benefits $ 135,345,645 $ 146,909,064 Vested benefits reflect benefits based on current credited service. Nonvested benefits reflect benefits based on future events. The changes in actuarial present value of accumulated plan benefits for the years ended December 31 are summarized as follows: Actuarial present value of accumulated plan benefits, beginning of year $ 146,909,064 $ 142,059,363 Increase (decrease) during the year attributable to: Interest 10,358,270 11,364,749 Benefits accumulated and experience changes 2,924,951 2,327,825 Plan amendments 83, ,265 Changes in actuarial assumptions - 2,057,131 Transfer to CoBank, ACB Trust (17,430,684) - Benefits paid (7,499,685) (11,098,269) Net (decrease) increase (11,563,419) 4,849,701 Actuarial present value of accumulated plan benefits, end of year $ 135,345,645 $ 146,909,064 There were no significant amendments or changes in actuarial assumptions during In 2011, the mortality rates were updated to better reflect actual experience and future expectations resulting in an increase in accumulated benefits of $2,057, Risks and Uncertainties The Plan provides for investment in a variety of investment funds. In general, investments are exposed to various risks, such as interest rate, credit, and overall market volatility risk. Due to the level of risk associated 11

13 with certain investments, it is reasonably possible that changes in the values of the investments will occur in the near term and that such changes could materially affect the amounts reported in the Statements of Net Assets Available for Benefits. Plan contributions and the actuarial present value of accumulated plan benefits are calculated based on certain assumptions pertaining to interest rates, inflation rates, long-term return on investments, and mortality, all of which are subject to change. Due to uncertainties inherent in the estimation process, it is at least reasonably possible that changes in these estimates in the near term would be material to the financial statements. 7. Related Party Farm Credit Foundations paid certain expenses on behalf of the Plan and was reimbursed by the participating employers for those expenses. Prior to 2012 AgriBank paid certain expenses on behalf of the Plan and was reimbursed by the participating employers or the Plan for those expenses. 8. Fair Value of Financial Instruments The Plan uses fair value measurements to record fair value adjustments to certain assets and to determine fair value disclosures. For additional information on how the Plan measures fair value, refer to Note 2. In addition to assets held in the Master Trust, the Plan also held short-term investments of $650,370 and $602,885 at, respectively. The fair value measurements of these investments were determined using Level 1 inputs. 12

14 The following table presents the fair value hierarchy for the balances of the assets of the Master Trust measured at fair value on a recurring basis as of December 31: Level 1 Level 2 Level 3 Total 2012 Money market $ 38,584,016 $ - $ - $ 38,584,016 Corporate bonds 502, ,136-1,100,083 Government securities - 741, ,528 Common stocks: Information technology 106,554, ,554,634 Industrials 72,263, ,263,702 Financial 88,511, ,511,774 Health care 62,592, ,592,663 Consumer 118,540, ,540,757 Energy 51,215, ,215,433 Other 63,737, ,737,656 Material 25,695, ,695,921 Telecomunications 17,162, ,162,256 Utilities 22,298, ,298,158 Total common stocks 628,572, ,572,954 Mutual funds: Fixed income funds 337,237, ,237,000 Domestic funds 620,670, ,670,944 International funds 233,508, ,508,306 Other 16,116, ,116,551 Total mutual funds 1,207,532, ,207,532,801 Commingled trust funds: Stable value funds - 301,054, ,054,057 Index collective funds - 85,130,132-85,130,132 Real estate funds - 44,629,262-44,629,262 Total commingled trust funds - 430,813, ,813,451 Cayman Islands exempted company ,032,585 23,032,585 Investment insurance contracts - 7,813,955 76,674,749 84,488,704 Long/short equity limited partnership ,524,920 65,524,920 Pending investment trades 4,096, ,096,860 Total investments at fair value $ 1,879,289,578 $ 439,966,070 $ 165,232,254 $ 2,484,487,902 13

15 Level 1 Level 2 Level 3 Total 2011 Money market $ 86,873,723 $ - $ - $ 86,873,723 Corporate bonds - 579, ,310 Government securities - 635, ,828 Common stocks: Information technology 102,916, ,916,100 Industrials 40,634, ,634,194 Financial 58,445, ,445,355 Health care 32,217, ,217,012 Consumer 96,208, ,208,395 Energy 58,339, ,339,176 Other 72,767, ,767,623 Material 22,181, ,181,596 Telecomunications 32,394, ,394,384 Utilities 34,044, ,044,261 Total common stocks 550,148, ,148,096 Mutual funds: Fixed income funds 258,854, ,854,584 Domestic funds 552,945, ,945,195 International funds 147,444, ,444,331 Other 13,473, ,473,049 Total mutual funds 972,717, ,717,159 Commingled trust funds: Stable value funds - 286,142, ,142,546 Index collective funds - 107,110, ,110,191 International funds - 38,984,506-38,984,506 Total commingled trust funds - 432,237, ,237,243 Cayman Islands exempted company ,557,463 22,557,463 Investment insurance contracts - 8,368,793 84,298,246 92,667,039 Long/short equity limited partnership ,731,452 64,731,452 Pending investment trades 31,350, ,350,000 Securities lending cash collateral - 20,031,995-20,031,995 Total investments at fair value $ 1,641,088,978 $ 461,853,169 $ 171,587,161 $ 2,274,529,308 Valuation Techniques Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets would be classified as Level 1. Inputs other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with observable market data would be classified as Level 2. In addition, assets measured at Net Asset Value (NAV) per share and that the Plan has the ability to redeem at NAV per share at the measurement date are classified as Level 2. Unobservable inputs (e.g., the Plan s own assumptions and data) and assets measured at NAV per share which the Plan does not have the ability to redeem at NAV per share at the measurement date would be classified as Level 3. There were no transfers into or out of Level 1 or Level 2 during the Plan years ended December 31, 2012 or

16 The following table presents changes in Master Trust assets measured at fair value using Level 3 inputs on a recurring basis for the years ending : Cayman Islands exempted company Investment insurance contract Long/short equity limited partnership Total Beginning Balance, 1/1/2012 $ 22,557,463 $ 84,298,246 $ 64,731,452 $ 171,587,161 Actual return on Plan assets: Still held at the reporting date 475,122 1,172,508 4,803,894 6,451,524 Sold during the period - 2,924,281-2,924,281 Purchases Sales - (11,720,286) (4,010,426) (15,730,712) Transfer out of Level Ending Balance, 12/31/2012 $ 23,032,585 $ 76,674,749 $ 65,524,920 $ 165,232,254 Cayman Islands exempted company Investment insurance contract Long/short equity limited partnership Total Beginning Balance, 1/1/2011 $ 22,150,696 $ 83,757,284 $ 68,068,323 $ 173,976,303 Actual return on Plan assets: Still held at the reporting date 406,767 3,604,572 (3,336,871) 674,468 Sold during the period - 867, ,016 Purchases - 4,802-4,802 Sales - (3,935,428) - (3,935,428) Transfers out of Level Ending Balance, 12/31/2011 $ 22,557,463 $ 84,298,246 $ 64,731,452 $ 171,587,161 The following table sets forth additional disclosures of the Master Trust for the fair value measurement of investments in certain entities that calculate NAV per share (or its equivalent) as of December 31: Unfunded Redemption Redemption Investment Type Fair Value Commitments Frequency Notice Period 2012 Commingled trust fund Stable value fund $ 301,054,057 $ - Daily Daily Index collective fund 85,130,132 - Daily Daily Real estate fund 44,629,262 - Quarterly 45 days Total commingled trust fund 430,813,451 - Long/short equity limited partnership 65,524,920 - Semi-annually 95 days Cayman Island exempted company 23,032,585 - Quarterly 100 Days 2011 Commingled trust fund Stable value fund $ 286,142,546 $ - Daily Daily Index collective fund 107,110,191 - Daily Daily International fund 38,984,506 - Daily Daily Total commingled trust fund 432,237,243 - Long/short equity limited partnership 64,731,452 - Semi-annually 95 days Cayman Island exempted company 22,557,463 - Quarterly 100 Days 15

17 Events that may restrict the ability to transact with funds that calculate NAV per share were not considered probable as of December 31, Objectives The stable value fund is designed for investors seeking stable returns and competitive rates over the longterm. The investment objective of the index collective fund is to match the return of the Barclays Capital Aggregate Bond Index. The real estate fund owns and seeks improved real estate projects, such as office, retail, residential, and industrial investments with stabilized occupancies that produce a relatively high level of current income combined with moderate appreciation potential. The international fund seeks long-term growth of capital by investing primarily in a wide variety of international equity securities issued throughout the world, normally excluding the United States. The long/short equity limited partnership generally implements non-traditional or alternative investment strategies. The Cayman Island exempted company investment objective is to generate superior, long-term return with less risk than equity markets. 9. Subsequent Events The Plan has evaluated subsequent events through September 12, 2013, which the date the financial statements were available to be issued. There have been no material subsequent events that would require recognition in these financial statements or disclosure in the notes to financial statements. 16