2012 Annual Report - Farm Credit Services of America
Transcription
2012 Annual Report - Farm Credit Services of America
working right by you. 2012 A n n u al R e p o r t “tHey understand our operation. ... WHen i come in WitH an idea, tHey aren’t aFraid to sHare tHeir ideas, too.” – rH o nda m c d o nne l l Financial Highlights 2012 loans $ 18.5 billion members’ equity net income cash-back dividends declared $ $ 2011 15.9 billion 3.2 billion 481.1 million $ $ 130 million $ $ 2010 15.5 billion 2.9 billion 456.4 million $ $ 130 million $ $ 2.5 billion 419.1 million $ 110 million pg. NA M E : Rhonda McDonnell, McDonnell Farms lO C ATIO N : Quinn, South Dakota Op E RATIO N : Cash grain Cu STO M E R SIN C E : 1997 REl ATIO N Sh I p S : Real estate, operating, AgDirect® Rhonda McDonnell values her family connections and it shows. She farms with her dad and mom, Steve and Terry McDonnell, and brothers, Brady and Jay, to help run a cash grain operation that produces dryland wheat and corn. “What I love about farming is that I get to be with my family every day and everybody works together. I enjoy combining; it’s like you’re seeing the history of your land go by.” Rhonda has been an FCSAmerica customer since she started farming 15 years ago. “My dad went with FCSAmerica, and my brothers were going with them, so that’s where I went. They understand our operation. We have a good relationship. When I come in with an idea, they aren’t afraid to share their ideas, too.” 3 “our pHilosopHy, overall, is to remain consistent tHrougH botH good as Well as cHallenging times – to be consistent all tHe time. – d o u g l a s r . sta r k p r e sid e n t an d ce o pICTu R E D: Ryan Neiman Rancher Hulett, Wyoming pg. I am pleased to report that during 2012, Farm Credit As we look ahead, we anticipate another year of market Services of America (FCSAmerica) exceeded every volatility and uncertainty. There are many unknowns as the expectation in terms of loans, members’ equity and impact of farm legislation, tax policies, markets, weather net income. and world economies unfold. Despite areas of drought, agriculture in our four-state Our philosophy, overall, is to remain consistent through area continued to grow and expand. producers financed both good as well as challenging times – to be consistent new real estate purchases, upgraded farm equipment and all the time. invested in farm improvements. It means we will continue to exemplify the benefits of It was a year of contrast as we financed the growing our cooperative business model – the most unique and demands of grain producers seeking to acquire more compelling in the lending industry. We will continue to land, while supporting livestock producers challenged by build our financial strength, use sustainable lending higher input costs. We served both sides of the equation in practices, provide optimum crop insurance plans and meeting our customer needs. offer long-term rate conversions that make sense. As a mission-driven lender, we are using our expertise to our customer relationships, finance and encourage the develop customized, individual solutions for customers next generation in agriculture, and share a portion of our We develop services and technologies that add value to under stress. More than understanding their businesses, net income with our customer-owners in the form of we have compassion for the challenges they face. cash-back dividends. We also have capacity and commitment. We know that No other financial institution in agriculture is doing cycles are part of our industry, and it’s why we’ve become, what we’re doing to meet and exceed customers’ needs financially, one of the strongest lenders in agriculture – so and expectations. we can stand by customers when times are troubled and help them grow when the time is right. I am proud to serve as your president and CEO, grateful for the guidance and support of your Board, and humbled Our financial strength and efficiency allowed us to by the effort of our FCSAmerica employees who dedicate distribute cash-back dividends totaling $130 million in 2012. themselves to serving your needs. It marks the eighth consecutive year a significant portion of our earnings was returned to the customer-owners we Thank you for putting your trust in FCSAmerica and for serve, benefiting the communities they call home. contributing to its success. We look forward to serving you in 2013 and beyond. Douglas R. Stark president and CEO 5 N AM E : Matthew and Kayla McCarthy l OC ATIO N : Newell, Iowa Op E RATIO N : Cash grain, swine custom nursery and finishing Cu STO M E RS SIN C E: 2007 REl ATIO N S h I p S : Real estate, operating, crop insurance, young and beginning producers Matt and Kayla McCarthy have been FCSAmerica customers since they started their own operation five years ago. “They helped me get started on a bigger scale,” Matt says. “With their commitment to agriculture, their deep knowledge of the business and the attractive interest rates they offer, I don’t see how you could go elsewhere and do better.” Matt appreciates that his financial officer takes the time to understand the McCarthys’ goals when they are considering a new venture. “he doesn’t say yes to financing an idea until we’ve talked things through, and I’ve put together a detailed business plan.” pg. when you’re in agriculture for keeps, it pays to know a lender who is, too. Farm Credit Services of America’s 2012 financial highlights reflect a dynamic agricultural economy that experienced strong net farm income, primarily influenced by profits in the grain industry. High market prices for corn and soybeans, in particular, were driven by lower production and global demand for food, feed and biofuels. Profitability in the grain industry contributed to record land values in spite of reduced yields caused by drought conditions. The livestock industries experienced more mixed results due to high feed prices in the second half of 2012, causing these industries at times to face narrow to negative margins. And while drought negatively affected the returns of many customers, high participation in risk management plans and relatively strong cash positions continued to support an overall high credit quality for your Association. As a lender dedicated entirely to agriculture, we understand the economic and weather cycles that impact yields and markets, and have planned for them. Our financial strength allows us to continue financing opportunities for producers seeking to grow, fulfilling our commitment to our customer-owners. WitH tHeir commitment to agriculture, tHeir deep knoWledge oF tHe business and tHe attractive interest rates tHey oFFer, i don’t see HoW you could go elseWHere and do better.” – m at t and k ay l a m c ca rtH y 7 capacity WHen it’s needed. strengtH WHere it counts. Working to make a diFFerence. With nearly $20 billion in assets and more than $480 million in net income, FCSAmerica is among the largest agricultural lenders in the U.S. We are proud of this achievement and the role we play financing rural America. Our goal is to provide strength and capacity, and to grow with our customers. As a financial cooperative dedicated to agriculture, we understand the unique needs of each customer and work to exceed expectations with services and expertise that contribute positively to our customers’ bottom line. enhancing the customer experience. Every day we look for new ways to make working with us as simple and productive as possible. Along with “behind-the-scenes” technologies that speed processes and add efficiencies to our business, we are introducing technologies that do the same for our customers, and add convenience and value to their business. Last year, for example, we launched a new online service called AgriPoint ®, an information-rich tool that allows customers to manage their lending accounts, develop marketing plans, analyze their business and more. Customers also can view customized commodity markets, local cash bids and weather information. And it’s all available 24 hours a day, seven days a week. Technology will never replace the face-to-face experience our customers value, but it does offer added convenience for those who desire day-to-day account access and management options. We tHink oF tHem as more tHan lenders. tHey’ve become Friends.” – Jim an d r i ta sH oe m a ke r pg. N ame : Jim and Rita Shoemaker, JNR Farms North Loup, Nebraska l ocation : Cash grain, cattle feedlot op eration : c ustomers since : 2005 re l ations h i ps : Real estate, operating, installment, crop insurance, AgDirect When Jim and Rita Shoemaker of JNR Farms were looking at financing options for their North Loup, Nebraska, crop and cattle-feeding operation in 2005, they did research and interviewed several lenders. They chose FCSAmerica. “Their interest rates were attractive then – they still are – and now we use nearly all of their services. We think of them as more than lenders. They’ve become friends.” The Shoemakers’ two sons also are involved in the farming and cattle businesses. Joe farms with them and has his own cattle operation while Nick, a professional fireman, helps as time allows. “We’re building our operation for our future and for the boys and our daughter,” the Shoemakers agree. “Farming’s risky, but we’ve made enough right decisions that we’re still in business.” 9 NA M E : Seth and Etta Smith, Coon River Farms, Inc. lO C ATIO N : Nemaha, Iowa Op E RATIO N : Row crops, both organic and conventional; forages, cow-calf, cattle feedlot Cu STO M E RS SIN C E : 2001 REl ATIO N Sh I p S : Real estate, operating, crop insurance, AgDirect, young and beginning producers When Seth and Etta Smith decided to use organic production methods for part of their cropping operation, they wondered how their FCSAmerica financial officer would react. “he was totally open to it,” the Smiths say. “In fact, he put us in touch with several other customers who had experience with organics. The information and ideas they shared were very helpful.” The end result has been good for the Smiths, who point to organics and their cow-calf operation as their two most profitable enterprises. And they believe the concept of sharing is one that permeates their lender’s business. “We like the idea of a cooperative financial system, where if they make a profit, it comes back into the hands of all of us as owners,” the Smiths say. “That money is spent in every little community across the area, in stores and in church collection plates.” pg. growing rural america. More than financing the business needs of the customers we serve, we are working to grow agriculture as a vocation, invest in its future, provide learning opportunities and give back to the rural communities we serve. Today, you’ll find FCSAmerica and our team members supporting a variety of initiatives ranging from Annie’s Project – a series of business courses focusing on succession, estate and retirement planning for women in agriculture – to hundreds of local community projects involving advocacy, sponsorships, farm safety, youth agriculture education, food banks and more. We are proud to take an active role in supporting agriculture and giving back to the rural life we so highly value. working for the next generation. In 2012, we worked with more than 9,000 producers in our Young & Beginning Program – offering financial guidance and programs to help foster good financial practices and sustain business success. We also work closely with local, state and national agricultural groups and organizations, such as 4-H and FFA, to provide project loans and offer college scholarships for agriculture students. Our efforts reflect our commitment to promoting agriculture as a vocation and building the next generation of farmers and ranchers. WitH our organics and Forages, our coverage can be complicated. i like tHat tHey Have staFF on Hand WHo are crop insurance specialists.” – set H an d e t ta sm i tH 11 focused on long-term solutions. Our industry is a volatile one. Because of this volatility, we look for strong and consistent long-term solutions and quality tools that benefit our customers, strengthen the customer’s financial position, and sustain and grow agriculture. These long-term solutions include adopting a sustainable lending model, consistently conducting stress testing of our portfolio, and continuing a loan conversion program designed to help our customers reduce their interest rates and lock in long-term fixed interest rates where it makes financial sense. As a mission-driven, agriculture-focused cooperative, we are uniquely positioned to take a long-term view. record earnings deliver exceptional cash-back dividends. The 2012 performance of FCSAmerica once again resulted in record loan volume, members’ equity and net income. Cash-back dividends totaling $130 million were distributed in March 2013, adding up to $685 million in distributions since 2004. As a financial cooperative, the money we make contributes to our financial strength, helps finance customer growth and expansion, supports customers in challenging times, and helps grow future generations in agriculture. What’s left is returned as cash-back dividends that benefit our customer-owners and the communities they call home. No other lender shares its success like FCSAmerica. tHey stick WitH us in tougH times and We stick WitH tHem during good times. We understand and trust eacH otHer.” – Jim d . n e i m a n pg. NA M E : Jim D. Neiman, Neiman Enterprises, Inc. lO C ATIO N : Hulett, Wyoming; Spearfish and Hill City, South Dakota; Montrose, Colorado Op E RATIO N : Timber and lumber mills Cu STO M E R SIN C E : 1997 REl ATIO N Sh I p S : Real estate, operating, AgDirect 13 Jim D. Neiman is vice president and CEO of Neiman Enterprises, Inc., a familyowned company based in hulett, Wyoming. The company is involved in several businesses including timber production under the Sustainable Forestry Initiative, lumber mill operations, a ranch and a cow-calf herd comprised primarily of registered Angus cattle. Jim represents the third generation involved in the company founded by his grandfather 76 years ago. his parents, James Sr. and Sally Ann Neiman, remain active. Jim’s son, Marcus, and nephew, Ryan, also work in the business. “FCSAmerica works with a lot of different enterprises in agriculture so they understand our industry,” Jim says. “In 2008, 18 months into the worst recession since the Great Depression, we were contemplating a major expansion. FCSAmerica stepped up and asked, ‘how can we help?’ They designed a loan package that allowed us to manage our cash flows to meet our needs. They stick with us in tough times and we stick with them during good times. We understand and trust each other.” a rain gauge is no measure oF a good Farmer. The American farmer has always been innovative and resilient when it comes to meeting challenges, but the weather can be the most devastating challenge of all. Last year’s severe drought gave FCSAmerica the opportunity to demonstrate compassion, commitment and financial strength in helping crop and livestock customers who were affected. As a lender 100 percent dedicated to rural America, we understand the cycles of agriculture and what’s at stake for those within it. It’s why, for those facing adversity, we develop custom-tailored solutions to see them through. Today’s agriculture comes with a high cost and high risk. As a mission-driven cooperative owned by the customers we serve, our job isn’t just to finance crop and livestock producers every year, but to help them be here in the future. pg. crop insurance: doing WHat’s rigHt For tHe customers We serve. Crop insurance has proven to be a critical risk management tool for agriculture. Not only does it provide individual producers with a risk management tool, but at a macro level, it is a safety net for farm income. Producers understand how important crop insurance is and appreciate the value of working with crop insurance specialists who know how to help them structure coverage around their individual risk-bearing capacity needs. Most of our customers retained the fall harvest price option, for example, and that made a difference of hundreds of dollars per acre in indemnity payments in 2012. Other decisions such as hail insurance, wind coverage, fire coverage, trendadjusted yield option and an enterprise unit structure provided options to reduce risk and maximize coverage. Crop insurance is all our insurance specialists do. They understand the implications of how every crop insurance change affects customers’ livelihoods. And because our crop insurance team is not commission-based, the coverage our customers choose is right, specifically for them and no one else. 15 NA M E : Max and Theresa McFarland, Mac's Creek Winery and Vineyards lO C ATIO N : Lexington, Nebraska Op E RATIO N : Vineyards and winery Cu STO M E RS SIN C E : 2002 REl ATIO N Sh I p S : Real estate, operating, AgDirect When professional educators Max and Theresa McFarland were considering what to do with a 12-acre parcel of land adjacent to their home just outside lexington, Nebraska, they did considerable research. “Our families have been involved in Dawson County agriculture for more than 100 years, and we wanted to reconnect with our roots,” Max recalls. “The parcel is too small for row crops, and we wanted to do something different. So we decided to plant grapes.” They planted their first vineyard in 2000 and built a bonded winery in 2002 – the fifth in the state at the time – with help from their local FCSAmerica team. “We talked with other lending institutions, and they basically questioned our judgment. They wouldn’t touch our business with a 10-foot pole,” Max says. “On our families’ recommendations, we talked with FCSAmerica. Our financial officer helped us evaluate and truly understand our business plan. he was supportive and encouraging throughout the process.” pg. making sense of real estate lending. Rising land prices and continuing volatility of commodity prices prompted your Association to continue a conservative approach to real estate lending. The large increases in farmland prices experienced – in the range of 100 to 300 percent during five- and 10-year time frames – were driven by three factors: strong domestic and global demand for commodities, historically low interest rates and very strong net farm income from cropping enterprises. To manage the financial risks associated with rising land prices, FCSAmerica has adopted a sustainable value lending approach. This approach establishes a reasonable return over the long term given various commodity pricing scenarios, which can be expected from a prospective land purchase. No one wants overextended credit and our customer-owners appreciate being encouraged to approach land purchases from a position of financial strength. We assist our customers in managing risk by limiting lending and their debtservice obligations to a level that can be supported by cash rent plus a normalized profit margin. our Financial oFFicer Helped us evaluate and truly understand our business plan. He Was supportive and encouraging tHrougHout tHe process.” – m a x and tH e re sa m c Fa rl a n d 17 “tHe capacity to serve means Having tHe Will as Well as tHe Financial resources to do so. – ro b e rt b r u x vo o rt 2 0 1 2 b oa r d c Ha irp e rso n pICTu R E D: Mark Petersen Young & Beginning Producer Minden, Nebraska pg. 19 Financially, 2012 was among the best years for Farm Credit Among our accomplishments this past year was the rollout Services of America, but our success is tempered knowing of the online service called Agripoint, which provides a that, for many of our customers, it was also among the variety of ag-related information and marketing tools. most challenging. The commitment to this effort is part of our mission to We all know drought can be devastating, but thanks to make more money for us as an organization, but it can help crop insurance, most crop producers still had a good year. our customers be more successful – it’s what differentiates As a result of high feed prices and poor grazing conditions, us, as a financial cooperative, from other lenders. provide support to our customers. Services like this don’t livestock producers have felt the greatest impact. One initiative that is particularly close to members of your This is a time when we can demonstrate our value Board is the ongoing effort to support young and beginning proposition to our customers. producers. Many of us have sons and daughters working We have not only the financial strength and capacity to next generation – the future of agriculture – is among our work with our customers but also the will to do so. What highest priorities. to establish themselves during this challenging time. The financial statements don’t show is the kind of relationships our people have with their customers. We understand the Before I was a member of your Board, I viewed the stress and the emotions that are part of a crop loss or herd relationship between the customer and financial officer as liquidation, and I’ve seen our employees reach out beyond the strength of this organization. Today, after five years of the financial aspects of a relationship to help. working with Farm Credit Services of America, I see this Our financial strength has been demonstrated in the dedicated people who believe in our vision and work to strength runs through the entire organization, through $130 million in cash-back dividends that were distributed build customer success – to be agriculture’s most valued in March. I am pleased to share that your Board of financial partner. Directors has authorized a patronage program for 2013 to be distributed in 2014. I personally want to thank the members of your Board – people who share your voice and are committed to the Through this period of record land values, increasing long-term viability of this organization. costs and volatile markets, your Board fully supports a sustainable value lending approach for farmland purchases Thank you for choosing FCSAmerica. We wish you success within a cooperative business model. This balanced and prosperity in 2013. approach acknowledges our responsibility for protecting both the customers who make purchases and those who don’t. Certainly, when it comes to our lending philosophy, we are looking to the future and also learning from the past. Robert Bruxvoort 2012 Board Chairperson fcsamerica aca directors Robert Bruxvoort / New Sharon, IA Bruxvoort operates a family farm producing corn and soybeans. he was elected to the Board effective January 1, 2008, and his current term will end March 31, 2014. Margaret Doyle / Waukee, IA An Appointed Director, Doyle is a self-employed financial consultant. She previously served as CFO for McCarthy Group, llC, a private equity firm in Omaha, NE, and currently serves on its board of directors. Doyle also has served on the board of directors at AmeriSphere Multifamily Finance, llC, a multifamily mortgage broker in Omaha, NE, and on the board of directors at TNE holdings llC, an independent insurance agency and financial services company in Des Moines, IA. She was appointed to the Board effective August 1, 2006, and her current term will end March 31, 2014. Jim Ehlers / Newell, IA Ehlers has a farming operation raising corn and soybeans. he was elected to the Board effective January 1, 2009, and his current term will end March 31, 2015. Richard hall / Massena, IA hall is general manager of the Southwest Iowa Egg Cooperative, a layer-hen cooperative, and he operates a small cow-calf herd. he was elected to the Board effective January 1, 2007, and his current term will end March 31, 2014. Jeremy heitmann / Byron, NE heitmann farms with his family. They raise corn, soybeans and wheat, and run a background-feeder cattle operation. he was appointed to the Board effective January 1, 2008. he was elected to the Board effective January 1, 2011, and his current term will end March 31, 2014. Steve henry / Nevada, IA henry has a commercial and seed-crop production operation. he was elected to the Board effective January 1, 2011, and his current term will end March 31, 2015. Nicholas hunt / Atlantic, IA hunt owns and operates a farm, growing corn, soybeans and alfalfa, and has a cattlefeeding operation. he was elected to the Board effective January 1, 2007, and his current term will end March 31, 2013. Robert Joki / Cook, MN An Appointed Director, Joki was the grain group controller for Ag processing Inc., a cooperative for procuring, processing, marketing, and transporting grains and grain products in the united States and Canada. Joki also is a certified public accountant. he was appointed to the Board effective January 1, 2011, and his current term will end March 31, 2015. pg. Cris Miller / Spearfish, SD Miller has a family ranching business with a commercial cow-calf operation, and a background and finish cattle enterprise. Miller was elected to the Board effective January 1, 2012, and his current term will end March 31, 2016. Randy peters / McCook, NE peters has a family farm and ranch operation raising wheat, corn, soybeans and sunflowers. peters also raises and sells certified seed wheat, and has a Black Angus and a Red Angus cow-calf herd. he was elected to the Board effective January 1, 2003, and his current term will end March 31, 2015. John Reisch / howard, SD Reisch is a farmer and cattle feeder. As a partner of Reisch Farms, Inc., he raises corn, wheat, soybeans, alfalfa and cattle. he was elected to the Board effective January 1, 2008, and his current term will end March 31, 2014. Dan Shaw / Edgar, NE Shaw has a corn, soybean, wheat and cow-calf operation with his wife and son. he owns and manages Shaw Grain llC, a grain elevator. he was elected to the Board effective January 1, 2007, and his current term will end March 31, 2013. Nancy Tarver / Gillette, WY Tarver operates a cow-calf and yearling operation with her husband and two sons. She also serves as trustee and vice-chairperson for the Campbell County Memorial hospital in Gillette, WY. She was elected to the Board effective January 1, 2007, and her current term will end March 31, 2015. Jon Van Beek / primghar, IA Van Beek has a family farm operation raising corn and soybean seed, and hogs and contract feeder pigs. he was elected to the Board effective January 1, 2009, and his current term will end March 31, 2016. Nick Vande Weerd / Brookings, SD An Appointed Director, Vande Weerd is part of two agricultural businesses – Vande Weerd Family Farms and pleasant Dutch Dairy. he was appointed to the Board effective November 1, 2011, and his current term will end March 31, 2016. Kim Vanneman / Ideal, SD Vanneman and her husband own and operate a diversified farming operation including row crops, small grains, finishing feeder pigs and a commercial beef-cow herd. She served as a member of the South Dakota State legislature from 2007 through 2012. She was elected to the Board effective January 1, 2007, and her current term will end March 31, 2013. Jennifer Zessin / Madison, NE Zessin has a family farm operation, and past business experience in personnel and internal auditing. She was elected to the Board effective January 1, 2009, and her current term will end March 31, 2016. 21 Financial Information 23Consolidated Five-Year Summary of Selected Financial Data 24 Management’s Discussion and Analysis of Financial Condition and Results of Operations 32 Report of Management 33 Report on Internal Control Over Financial Reporting 34 Report of Audit Committee 35 Independent Auditor’s Report 36 Consolidated Financial Statements 40 Notes to Consolidated Financial Statements 63 Disclosure Information Required by Farm Credit Administration Regulations (Unaudited) pg. 23 Farm Credit Services of America, ACA Consolidated Five-Year Summary of Selected Financial Data (Dollars in thousands) 2012 2011 2010 2009 2008 $18,489,616 $15,890,986 $15,545,238 $13,503,604 $12,435,537 60,000 58,000 84,000 102,000 55,000 18,429,616 15,832,986 15,461,238 13,401,604 12,380,537 455,203 426,735 437,729 422,019 413,762 Balance Sheet Data Loans Less allowance for loan losses Net loans Investment in AgriBank, FCB AgDirect, LLP investment in AgriBank, FCB Cash Other property owned Other assets Total assets Obligations with maturities of one year or less Other liabilities Total liabilities 82,388 65,412 216,109 157,260 92,169 129,521 104,692 4,800 4,330 6,495 6,514 617 418,984 420,232 380,054 351,892 $16,905,707 $16,417,863 $14,339,712 $13,251,500 $16,060,763 $13,720,771 $13,623,203 $11,884,405 $10,947,193 325,747 310,720 245,002 214,383 242,476 16,386,510 14,031,491 13,868,205 12,098,788 11,189,669 – 46,978 Total members’ equity Total liabilities and members’ equity – 422,048 Protected members’ equity Retained earnings – $19,610,164 At-risk capital stock Accumulated other comprehensive (loss) gain – – 3,176,676 1,734 2,365 3,013 3,720 47,116 48,127 47,922 45,884 (188) 73 111 140 2,825,554 2,499,093 2,189,878 2,012,087 3,223,654 2,874,216 2,549,658 2,240,924 2,061,831 $19,610,164 $16,905,707 $16,417,863 $14,339,712 $13,251,500 $509,687 $482,620 $431,639 $362,412 $328,548 15,051 (9,775) 17,504 74,126 24,090 201,915 166,156 180,549 135,882 113,401 Statement of Income Data Net interest income Provision for (reversal of) credit losses Noninterest income Noninterest expense and taxes Net income 215,465 202,147 175,535 194,426 175,080 $481,086 $456,404 $419,149 $229,742 $242,779 Key Financial Ratios For the year 2.75% 2.84% 2.84% 1.70% 1.79% 15.60% 16.63% 17.46% 10.71% 12.26% N et interest income as a percentage of average earning assets 3.07% 3.17% 3.07% 2.83% 2.55% Net charge-offs as a percentage of average loans 0.06% 0.04% 0.25% 0.21% 0.02% 16.44% 17.00% 15.53% 15.63% 15.56% Return on average assets Return on average total members’ equity At year-end Members’ equity as a percentage of total assets A llowance for loan losses as a percentage of total loans 0.32% 0.37% 0.54% 0.76% 0.44% Permanent capital ratio 14.86% 15.06% 13.92% 13.35% 13.41% Total surplus ratio 14.60% 14.77% 13.60% 13.00% 13.04% Core surplus ratio 14.60% 14.77% 13.60% 13.00% 13.04% Other Cash patronage distribution payable to members $130,000 $130,000 $110,000 $52,000 $60,000 Farm Credit Services of America, ACA Management’s Discussion and Analysis of Financial Condition and Results of Operations The following commentary reviews the consolidated financial position and consolidated results of operations of Farm Credit Services of America, ACA and its subsidiaries (FCSAmerica) and provides additional specific information. The accompanying consolidated financial statements and notes also contain important information about our financial position and results of operations. To request a free copy of our annual or quarterly reports, contact us at PO Box 2409, Omaha, NE 68103-2409, (800) 531-3905, via email to [email protected] or view them on our website, fcsamerica.com. The annual report is available on our website 75 days after the end of the calendar year, and members are provided a copy of the report 90 days after the end of the year. The quarterly reports are available on our website 40 days after the end of each calendar quarter. Forward-Looking Information Certain sections of this annual report contain forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Words such as “anticipate,” “believe,” “estimate,” “may,” “expect,” “intend” and similar expressions are used to identify such forward-looking statements. These statements reflect our current views with respect to future events. However, actual results may differ materially from our expectations due to a number of risks and uncertainties which may be beyond our control. These risks and uncertainties include, but are not limited to: • p olitical, legal, regulatory and economic conditions and developments in the United States and abroad; • economic fluctuations in the agricultural, energy, financing and leasing sectors; • economic conditions and credit performance of our loan portfolio, portfolio growth and seasonal factors; • changes in our estimates underlying the allowance for loan losses and reserve for unfunded commitments; • periodically occurring weather-related, disease and other adverse climatic or biological conditions that impact agricultural productivity and income; • changes in United States government support of the agricultural industry and the Farm Credit System as a government-sponsored enterprise, as well as investor and rating agency actions relating to events involving the United States government, other governmentsponsored enterprises and other financial institutions; and • actions taken by the Federal Reserve System in implementing monetary policy. 2012 Highlights The year ended December 31, 2012, was another year of solid financial performance. A strong balance sheet and earnings provide a solid foundation for 2013. Highlights include: • In December, the Board declared a $130 million cash-back dividend distribution under the 2012 patronage program. • Loan volume increased 16.4 percent to $18.5 billion. • Total members’ equity increased 12.2 percent to $3.224 billion after recording a liability for the $130 million cash-back dividend payment. • Net income for the year was $481.1 million compared to $456.4 million for 2011, an increase of 5.4 percent. • The allowance for loan losses remained relatively stable at $60 million compared to $58 million at the end of 2011. Commodity Review and Outlook Agricultural producers and agribusinesses experienced mixed results in 2012, with profits impacted by the widespread drought across our four-state territory. Corn and soybean prices rose dramatically during late spring and summer, leading to strong profit potential for cash grain farmers while eroding margins for protein producers. On a national level, the United States Department of Agriculture forecasts 2012 net farm income at $114 billion, down $4 billion or 3.3 percent from the 2011 record. Average prices received by farmers and ranchers in December compared to prior years are reflected in the following chart based on United States Department of Agriculture data: Averages for the Month of December: Commodity 2012 2011 2010 2009 2008 Corn $6.87 $5.86 $4.94 $3.60 $4.11 $14.30 $11.50 $11.70 $9.80 $9.24 $8.29 $7.19 $7.05 $4.87 $5.95 $124.00 $120.00 $97.60 $78.50 $79.70 $51.90 $45.00 $41.90 Soybeans Wheat Beef cattle Hogs $62.40 $63.50 pg. 25 Farm Credit Services of America, ACA Management’s Discussion and Analysis of Financial Condition and Results of Operations The real estate market was active in South Dakota, Nebraska and Iowa in 2012 with a record number of public auctions. There was strong demand for cropland and pasture across our territory. Factors impacting the agricultural real estate market include: • • • • profitable cash grain production, strong demand for cropland tracts, relatively low interest rates, and limited returns on alternative investments for purchasers. The following chart compiled by our Appraisal team reflects average value changes for each state over the past six-month, one-year, five-year and ten-year periods: State Six-Month One-Year Five-Year Ten-Year Iowa 13.8% 20.8% 109.5% 303.1% Nebraska 12.3% 30.7% 150.3% 313.3% South Dakota 17.6% 32.7% 99.1% 328.5% – 1.1% (5.9)% 95.7% Wyoming Declining land values following sustained periods of land value increases have historically created conditions of considerable risk for collateral-based lenders. Nominal and real (inflation-adjusted) agricultural land values have increased in proportions similar to other asset classes such as stocks and urban residential and commercial land during the last decade, but agricultural land values escaped the valuation declines that other assets suffered during the recession. This is largely because the agricultural sector, particularly crop farming, remained profitable throughout the economic crisis period, and major agricultural lenders such as the Farm Credit System retained the capacity to continue lending for land purchases, unlike lenders to other industrial or consumer sectors. In order to retain the capacity to lend in poor economic environments as well as good ones, our credit risk policies emphasize loan repayment capacity in addition to conservative assessments of collateral values that secure loans. Although Farm Credit Administration regulations allow real estate mortgage loans of up to 85 percent of appraised value, our underwriting standards generally limit lending to no more than 65 percent at origination. Due to very strong land values in much of our territory, we have implemented risk management practices that incorporate loan-to-appraised-value thresholds below 65 percent. Furthermore, we impose a lending limit of fixed dollar amounts per acre based on the land’s production capacity. While underwriting exceptions on loan-to-appraised-value are sometimes granted, in such cases they are often structured with additional principal payments in the early years to reduce the risk of lending at higher levels of appraised value. Loan repayment capacity is largely dependent upon income from corn, soybeans, hogs and cattle. Of somewhat less significance are wheat, dairy and poultry. Many of our customers are also dependent on off-farm income, although the level of off-farm income varies widely. Government program payments related to corn, soybeans, wheat, the Conservation Reserve Program, and to a lesser extent, dairy are also a source of income for many of our customers. Corn and soybean production is predominant in Iowa, with hogs and cattle also a significant source of income. Corn, soybeans and cattle are important income sources in Nebraska and South Dakota. Western areas of our territory are dependent on income from wheat, cow-calf and feeder-cattle operations. We have no single customer or group of related customers who comprise more than 10 percent of our volume or who would have a material effect if they no longer did business with us. The following reflects economic conditions for various commodities prepared by our industry specialists based on United States Department of Agriculture and commodity industry reports: Grain: Cash grain farmers continued to experience strong profits as commodity prices remained high and revenue was supported by crop insurance payments to cover yield loss. More than 70 percent of our customers who purchased crop insurance filed claims that have resulted in $645 million in loss payments as of January 31, 2013. Corn and soybean stocks declined by 17 percent in 2012. United States corn production in 2012 was down 13 percent from a year earlier at 10.8 billion bushels. Reduced yields were the primary reason for the production decrease as they fell 24 bushels per acre to 123 bushels per acre, more than offsetting a 4 percent increase in harvested acres. The drought severely impacted corn production in Iowa, Nebraska and South Dakota. Iowa was the hardest hit with production down 21 percent based on average yields falling from 172 to 137 bushels per acre. Nebraska production was down 16 percent with an 18 bushelper-acre yield reduction. South Dakota yields fell from 132 to 101 bushels per acre, an 18 percent reduction, even though an additional 950,000 acres were planted with corn compared to 2011. Omaha cash corn prices ended the year at $7.25 per bushel, trading in a narrower range in the fourth quarter. For the year, prices were up $0.85 a bushel but did decline from a high of $8.41 per bushel in August during the early harvest stage. The average price of $7.01 per bushel for 2012 was modestly higher than the $6.82 per bushel in 2011 but was substantially higher than the 2010 average of $4.02 per bushel. United States soybean production in 2012 was down 3 percent from 2011 at 3.01 billion bushels as average yields fell to 39 bushels per acre, more than offsetting a 3 percent increase in harvested acres. Yields in Nebraska were down 13 bushels per acre, while Iowa and South Dakota yields were down 7 bushels per acre compared to 2011. Production was down 21 percent in Nebraska, 13 percent in Iowa and 6 percent in South Dakota. Omaha cash soybean prices ended the year at $14.30 per bushel, up $2.50 per bushel from year-end 2011. Soybean meal averaged $415 per ton in 2011, ending the year at $424 per ton after peaking at $568 per ton in August. Cow-Calf: The drought forced additional cow herd liquidation, further reducing the United States beef cow herd to less than 30 million head. This resulted in a continued tight feeder-cattle supply and profits for ranchers having adequate available grass and hay. The 2012 average cash price on a 550 lb. steer was a record high $170 per cwt. compared to $146 per cwt. in 2011. Farm Credit Services of America, ACA Management’s Discussion and Analysis of Financial Condition and Results of Operations Beef Feedlot: Cattle feeders on average lost $85 per head as they managed through the high feeder-cattle prices as well as high feedstuff costs. Fed-steer prices averaged $122 per cwt. in 2012, up from $115 per cwt. in 2011 and $95 per cwt. in 2010 as tight supply pushed up prices. Cattle on feed numbered 11.2 million head at the end of 2012, 5.1 percent below a year ago. The high prices did contribute to softer domestic demand and a 12 percent drop in beef exports. Swine: Hog producers selling into open markets lost about $13 per head marketed in 2012 as hog prices fell modestly and feedstuff prices pushed higher in the second half of the year. Hog cash prices averaged $64 per cwt., down $1.50 per cwt. compared to 2011, while higher corn and soybean meal prices increased break-evens to $68 per cwt. Strong exports continued to support hog prices, even though pork supply grew modestly. The United States Department of Agriculture December Hogs and Pigs Report indicated sow numbers were up slightly from the end of 2011 at 5.82 million head; however, production per sow continued to increase as average pigs per litter improved to a record 10.15 in the fourth quarter. Dairy: Milk prices were down in 2012, resulting in average Midwest dairies experiencing a break-even year and low-cost producers generating modest profit margins. The United States Department of Agriculture reported the average all-milk price at $18.60 per cwt., down $1.55 per cwt. from 2011, while increased feed costs caused break-even prices to rise. Milk prices were significantly lower in the West and Southwest United States compared to the Midwest, resulting in losses for producers and herd contraction in those areas. Annual dairy-cow slaughter was up 6 percent over 2011, and the United States dairy-cow herd was at 9.2 million head the end of November. Even though cow numbers declined, total milk production was up 1.5 percent year over year. Poultry: High feed costs also limited 2012 profitability for graded egg operations, while producers selling into breaker and liquid markets generally reported losses. Profits in the second half of the year were insufficient to erase losses experienced during late spring and early summer. Midwest large-shell egg prices averaged $1.23 per dozen during 2012, $0.04 per dozen higher than a year ago. Unpasteurized whole eggs averaged $0.58 per pound, up $0.06 per pound from 2011, while average breaker prices were up from $0.62 per dozen to $0.64 per dozen. The average monthly layer flock grew to 285 million layers in 2012, a six-year high, raising egg inventory in the fourth quarter and further pressuring current egg prices. Ethanol: Higher corn prices, declining gasoline demand and an oversupply of ethanol contributed to operating losses for the average producer for most of 2012. As a result, domestic production declined from 93 percent of capacity utilization at the end of 2011 to 82 percent at year-end 2012. These industry conditions have resulted in several plants closing or idling production in the last half of 2012 with more closings and idling anticipated in 2013. Ethanol producers benefited from strong profit margins during most of 2011, which assisted in limiting the adverse financial impact of losses experienced in 2012. Loan Portfolio Our loan volume increased $2.6 billion during 2012, an increase of 16.4 percent. The continuation of favorable grain market prices, along with continued strong real estate sales activity, resulted in a year of significant loan growth in 2012. Approximately 80 percent of the loan volume increase came from long-term agricultural mortgage loans followed by approximately 5 percent increases in each of the production and intermediate-term, processing and marketing, and rural residential real estate loan categories. Our loan portfolio consists primarily of agricultural real estate loans, production operating loans and intermediate-term installment loans, and credit facilities to agricultural businesses. A high percentage of real estate loan installments are due in the December to March period. Most operating loans mature and are refinanced after the fall harvest and before spring planting. Operating loan volume tends to peak late in the fall, decline toward January and trend upward during the remainder of the year. Equipment loans generally have annual installments that correlate to customer commodity sales. Our chartered territory includes Iowa, Nebraska, South Dakota and Wyoming. The geographic distribution of loan volume follows: December 31, State 2012 2011 2010 Iowa 41% 41% 40% Nebraska 29 29 30 South Dakota 17 17 17 Wyoming Other states 2 2 2 11 11 11 100% 100% 100% pg. 27 Farm Credit Services of America, ACA Management’s Discussion and Analysis of Financial Condition and Results of Operations The following table summarizes risk asset and delinquency information (accrual loans include accrued interest receivable; amounts are in thousands): Comparative allowance coverage of various loan categories follows: December 31, December 31, 2012 2011 2010 0.32% 0.36% 0.54% Nonaccrual loans 83.12% 48.81% 50.81% Total risk loans 71.50% 45.35% 49.64% 2012 2011 2010 Allowance as a percentage of: $72,181 $118,833 $165,327 Total loans Restructured 9,085 8,925 3,111 9 0 days past due still accruing interest 2,652 149 771 83,918 127,907 169,209 Risk loans: Nonaccrual Total risk loans Other property owned, net Total risk assets 4,800 4,330 6,495 $88,718 $132,237 $175,704 In our opinion, the allowance for loan losses at December 31, 2012, is adequate to provide for probable and estimable losses in the loan portfolio at December 31, 2012. Results of Operations Risk loans as a percentage of total loans 0.45% 0.79% 1.07% otal delinquencies as a T percentage of total loans 0.16% 0.33% 0.34% The decline in total risk loans is primarily due to payments received on nonaccrual accounts and net charge-offs. Based on our analysis, loans 90 days or more past due and still accruing interest were adequately secured and in the process of collection. Risk loans as a percentage of total loans remain at acceptable levels. Other property owned at December 31, 2012, includes an equity interest valued at $3.4 million in a renewable fuels industry company that was acquired as a result of a troubled debt restructuring. Also during 2010, properties were sold that were held in limited liability corporations formed by the lenders. Some proceeds from the sales have been released to the lenders, and the remaining proceeds are being held pending resolution of litigation. Income related to these sales totaled $4.5 million in 2010. The credit quality of our portfolio continued to improve during 2012. Adversely classified assets decreased from 3.3 percent of the portfolio at December 31, 2011, to 2.3 percent of the portfolio at December 31, 2012. Adversely classified assets are assets we have identified as showing some credit weakness outside our credit standards. We have considered portfolio credit quality in assessing the reasonableness of our allowance for loan losses. The allowance for loan losses is an estimate of losses on loans in our portfolio as of the financial statement date. We determine the appropriate level of allowance for loan losses based on periodic evaluation of factors such as loan loss history, portfolio quality, and current economic and environmental conditions. The following table provides profitability information: December 31, Net income (in thousands) 2012 2011 2010 $481,086 $456,404 $419,149 2.75% 2.84% 2.84% 15.60% 16.63% 17.46% Return on average assets Return on average members’ equity Changes to our return on average assets and return on average members’ equity are related directly to the changes in income as described below, the changes in assets discussed in the Loan Portfolio section and the changes in members’ equity discussed in the Members’ Equity section. Major components of the changes in net income for 2012, 2011 and 2010 are outlined in the following table (in thousands): December 31, Net income prior year 2012 2011 2010 $456,404 $419,149 $229,742 Increase (decrease) in net income attributable to changes in: 27,067 50,981 69,227 (24,826) 27,279 56,622 Noninterest income 35,759 (18,022) 48,409 Noninterest expense (17,905) (13,884) 410 Provision for income taxes, net 4,587 (9,099) 14,739 $481,086 $456,404 $419,149 Net interest income Provision for credit losses Net income for the year Farm Credit Services of America, ACA Management’s Discussion and Analysis of Financial Condition and Results of Operations The effects on net interest income from changes in average volumes and rates are presented in the following table (in thousands): Changes in Net Interest Income Due To: 2012 vs. 2011 2011 vs. 2010 Changes in volume $46,501 $42,269 Changes in rates (21,048) 13,327 Change in nonaccrual income Net change 1,614 (4,615) $27,067 $50,981 The average lending rate was 4.40 percent for 2012 compared to 4.74 percent for 2011. The average cost of debt was 1.54 percent for 2012 compared to 1.92 percent for 2011. The net interest margin was 3.07 percent in 2012 compared to 3.17 percent in 2011. Net interest income included income on nonaccrual loans that totaled $6.5 million in 2012, $4.9 million in 2011 and $9.5 million in 2010. Nonaccrual income is recognized when: • received in cash, • collection of the recorded investment is fully expected, and • prior charge-offs have been recovered. We recorded a $15.1 million provision for credit losses for 2012 compared to a $9.8 million provision for credit losses reversal for 2011. The provision for credit losses includes the provision for loan losses and the provision for unfunded lending commitments. The increase in the provision for credit losses is due to establishment of a specific general reserve for the impact of the 2012 drought, an industry-specific reserve for the poultry industry and net chargeoffs, partially offset by elimination of the industry-specific reserves for Missouri River flooding and the energy/electric industry. Total industry-specific and specific general reserves comprise $11.3 million of the $60.0 million allowance for loan losses balance at December 31, 2012. We recorded $10.1 million of net charge-offs in 2012 (0.06 percent of average loans), primarily in the dairy industry. We recorded net charge-offs of $6.2 million in 2011 (0.04 percent of average loans) and $35.5 million in 2010 (0.25 percent of average loans). A study was completed in 2011 to further assess the risk of potential losses related to unfunded commitments. The reserve for unfunded lending commitments is based on our best estimate of losses inherent in lending commitments made to customers but not yet disbursed. Factors such as likelihood of disbursal and likelihood of losses given disbursement were utilized in determining this contingency. The reserve for unfunded commitments was $13 million at December 31, 2012, compared to $10 million at the end of 2011. The increase is primarily due to establishment of an industry-specific general reserve for commitments to the poultry industry. The increase in noninterest income is primarily due to $16.7 million of distributions from Allocated Insurance Reserve Accounts, program fees and distributions received under our AgDirect trade credit financing program, an increase in insurance services income and an increase in patronage received from AgriBank, FCB. The Allocated Insurance Reserve Accounts were established in previous years by the Farm Credit System Insurance Corporation when premiums collected increased the level of the Insurance Fund beyond the required 2 percent of insured debt. There was no distribution in 2011. The increase in AgriBank, FCB patronage is primarily due to a higher patronage rate compared to the prior year. Additionally, patronage income on our sale of a participation interest in certain real estate loans to AgriBank, FCB increased by $1.6 million due to the share of distributions from Allocated Insurance Reserve Accounts attributable to these loans. In addition to the program fees paid by AgriBank, FCB under our AgDirect trade credit financing program, AgriBank, FCB started paying patronage in 2012 on the participation trade credit financing loans sold to them through this program. Patronage paid by AgriBank, FCB under this program is distributed to the AgDirect, LLP partners. The increase in noninterest expense is primarily due to additions in staffing to support business initiatives and loan growth. The decrease in provision for taxes for 2012 is primarily due to 2011 differences between estimated deductions used in provision calculations and actual tax deductions per the tax returns. These differences created an adjustment to the 2011 provision. Patronage Program Our Board adopted a patronage program for eligible customers in 2012, the ninth consecutive year a patronage program has been in place. The 2012 program is based on each customer’s eligible average loans outstanding during the year. The patronage program includes a qualified (cash) distribution, referred to as cash-back dividends, and a nonqualified distribution. The Board declared a cash-back dividend of $130 million at its December 2012 meeting to be distributed no later than April 30, 2013. We recorded a liability of $130 million in December 2012 for payment by the end of April 2013. The 2012 nonqualified patronage distribution is not intended to be redeemed except in the unlikely event of liquidation. The 2011 patronage program was also based on each customer’s eligible average loans outstanding during the year. The 2010 patronage program was based on each eligible customer’s contribution to our net interest income and related fees. The 2011 and 2010 programs also consisted of a qualified (cash) and nonqualified distribution. The Board declared a cash-back dividend of $130 million at its December 2011 meeting and $110 million at its December 2010 meeting to be distributed no later than April 30 of the following year. We recorded a liability of $130 million in December 2011 and $110 million in December 2010. The 2011 and 2010 nonqualified patronage distributions are also not intended to be redeemed except in the unlikely event of liquidation. Our Board has also adopted a patronage program for 2013. The 2013 patronage program will be based on each customer’s average daily balance of eligible loans during 2013. pg. 29 Farm Credit Services of America, ACA Management’s Discussion and Analysis of Financial Condition and Results of Operations AgriBank, FCB Patronage Income We receive two different types of discretionary patronage from AgriBank, FCB. AgriBank, FCB’s Board of Directors sets the level of patronage for each of the following: • patronage on our note payable with AgriBank, FCB, and • patronage based on the net earnings of the pool of loans sold to AgriBank, FCB in October 2008. We received patronage income based on the average balance of our note payable to AgriBank, FCB. We recorded patronage income of $45.6 million in 2012, $40.8 million in 2011 and $51.4 million in 2010. Changes in our note payable to AgriBank, FCB and patronage rate changes caused the variances in the patronage income amounts. The patronage rates paid by AgriBank, FCB were 32 basis points in 2012, 31 basis points in 2011 and 42 basis points in 2010. We also received patronage income related to our sale of a participation interest in certain real estate loans to AgriBank, FCB. We received patronage income in an amount that approximates the net earnings of those loans. Net earnings represents the net interest income associated with these loans adjusted for certain fees and costs specific to the related loans, as well as adjustments deemed appropriate by AgriBank, FCB related to the credit performance of the loans, as applicable. Similar to the patronage on our note payable described earlier, we also received patronage income based on the estimated note payable of the asset pool loans. Patronage declared on these pools is solely at the discretion of the AgriBank, FCB Board of Directors. We recorded asset pool patronage income of $32.0 million in 2012, $34.5 million in 2011 and $43.9 million in 2010. Beginning in 2009, AgriBank, FCB is paying patronage in cash and stock. Funding and Liquidity The primary source of our liquidity and funding is a direct loan from AgriBank, FCB, which is reported as “Notes payable” on the Consolidated Balance Sheet. The direct loan precludes the need for us to have a liquidity policy. As described in Note 7 to the consolidated financial statements, “Notes Payable,” this direct loan is governed by a General Financing Agreement and is collateralized by a pledge of substantially all of our assets and is also subject to regulatory borrowing limits. AgriBank, FCB has established a $19.0 billion revolving line of credit for us that is renegotiated annually. We expect this line of credit to be sufficient to fund our operations. The note payable related to this line of credit reprices monthly. At December 31, 2012, the direct loan balance was $16.1 billion compared to $13.7 billion at the end of 2011 and $13.6 billion at the end of 2010. The interest rate risk inherent in our loan portfolio is substantially mitigated through this funding relationship. AgriBank, FCB manages interest rate risk through its direct loan pricing and asset/liability management processes. The direct loan pricing mechanism essentially match funds loans with borrowings that reprice or mature when the loans reprice or mature. The primary risks we manage include pipeline risk and basis risk. Pipeline risk occurs when we commit a fixed interest rate to a customer in advance of the loan’s closing date and is effectively mitigated through use of rate-lock agreements. Basis risk occurs when the interest rate on a loan reprices according to one index, while the debt supporting that loan reprices according to another index. We provide financing to eligible customers with various interest rate programs. New loans are priced with consideration given to the local competitive conditions, the cost of debt that will be incurred to fund the loan, the individual risk elements of the loan and profit objectives. Interest on real estate loans is generally paid in full annually, while interest on agricultural production loans is generally paid in full at the annual renewal date of the loan. We offer variable-rate loan products that include variable-rate loans repriced at our discretion, as dictated by market conditions, and market-indexed variable-rate loans that provide customers with the option of indexing their interest rate to external market indices such as LIBOR or the prime rate. We also offer fixed-rate operating loans for up to two years, fixed-rate installment loans for up to 10 years, and fixed-rate mortgage loans in yearly increments from 5–35 years. In addition, we offer real estate adjustable-rate loans that are indexed to one-, three- or five-year United States Treasury rates. The loans reprice at one-, three- or five-year intervals at a rate equal to the corresponding United States Treasury rate plus a contractual spread. The one-, three- and five-year adjustable-rate loans are generally subject to periodic caps ranging from 2.00–2.50 percent with a 6.00 percent life cap. The cost of debt supporting these loans is capped accordingly. We also offer a prepayment-restricted loan product. This is a fixed-rate product with a prepayment penalty provision if prepayments are made during the initial three, five or seven years of the loan term. For agreeing to restricted prepayments, the customer receives a reduced interest rate that remains in effect for the entire loan term. A breakdown of the loan portfolio by rate type, as a percentage of total volume at December 31, is shown in the table below: December 31, 2012 2011 2010 Variable rate 40.1% 41.1% 40.6% Fixed rate 59.6 58.4 58.8 Adjustable rate 0.3 0.5 0.6 100.0% 100.0% 100.0% Farm Credit Services of America, ACA Management’s Discussion and Analysis of Financial Condition and Results of Operations Members’ Equity Relationship with AgriBank, FCB Our equity structure is described in Note 8 to the consolidated financial statements, “Members’ Equity.” Members’ equity increased to $3.224 billion at December 31, 2012, compared to $2.874 billion at December 31, 2011. The increase in 2012 was due to net income recorded in 2012 and reduction in accumulated other comprehensive loss, partially offset by patronage payable and net capital stock retired. Members’ equity as a percentage of total assets decreased to 16.44 percent at December 31, 2012, compared to 17.00 percent at December 31, 2011. The liabilities-to-members’ equity ratio was 5.08 to 1 at December 31, 2012, compared to 4.88 to 1 at December 31, 2011. The decrease in the members’ equity-to-assets ratio and increase in the liabilities-to-members’ equity ratio was due to the growth rate of assets and liabilities exceeding the growth rate of members’ equity. Farm Credit Administration regulations require us to maintain a permanent capital ratio of at least 7 percent, a total surplus ratio of at least 7 percent and a core surplus ratio of at least 3.5 percent. The calculation of these ratios according to Farm Credit Administration regulations is discussed below: We borrow from AgriBank, FCB to fund our lending operations in accordance with the Farm Credit Act of 1971, as amended. Approval from AgriBank, FCB is required for us to borrow elsewhere. A General Financing Agreement, as discussed in Note 7 to the consolidated financial statements, “Notes Payable,” governs this lending relationship. Cost of funds under the General Financing Agreement includes: • T he permanent capital ratio is average at-risk capital divided by average risk-adjusted assets. At December 31, 2012, our ratio was 14.86 percent compared to 15.06 percent at December 31, 2011. • The total surplus ratio is average unallocated surplus less any deductions made in the computation of permanent capital divided by average risk-adjusted assets. At December 31, 2012, our ratio was 14.60 percent compared to 14.77 percent at December 31, 2011. • The core surplus ratio is average unallocated surplus less any deductions made in the computation of total surplus divided by average risk-adjusted assets. At December 31, 2012, our ratio was 14.60 percent compared to 14.77 percent at December 31, 2011. The capital adequacy ratios are directly impacted by the changes in members’ equity as more fully explained earlier and the changes in assets as further discussed in the Loan Portfolio section. In February 2008, we entered into a credit default swap agreement that is intended to mitigate risk in our loan portfolio and, consequently, decrease the risk weighting of certain assets for regulatory capital purposes. Further details are discussed in Note 3 to the consolidated financial statements, “Loans and Allowance for Loan Losses.” We are not aware of any reason why the capital ratios would fall below the regulatory requirements during 2013. • • • a marginal cost-of-debt component, a spread component, which includes cost of servicing, cost of liquidity and bank profit, and a risk-premium component, if applicable. In the periods presented, we were not subject to the risk-premium component. The marginal cost-of-debt approach simulates match funding the cost of underlying debt with substantially the same terms as the anticipated terms of our loans to borrowers. This methodology substantially protects us from market interest rate risk. We are required to invest in AgriBank, FCB capital stock as a condition of borrowing. This investment may be in the form of purchased stock or stock representing previously distributed patronage refunds and capital distributions from AgriBank, FCB. As of December 31, 2012, we were required to maintain a common stock investment equal to 2.50 percent of the average quarterly balance of our note payable to AgriBank, FCB, plus an additional 1.00 percent on growth that exceeded a targeted rate. Our growth did not exceed the targeted rate in 2012. AgriBank, FCB’s current bylaws allow AgriBank, FCB to increase the required investment to 4.00 percent. However, AgriBank, FCB has not communicated a plan to increase the required investment. In addition, we are required to hold AgriBank, FCB common stock equal to 8.00 percent of the quarter-end balance of a pool of real estate loans sold to AgriBank, FCB. At December 31, 2012, $269.3 million of our investment in AgriBank, FCB consisted of stock representing distributed AgriBank, FCB patronage refunds and capital distributions, and $185.9 million consisted of purchased investment. For the periods presented in this report, we have received no dividend income on this stock investment, and we do not anticipate any in future years. We receive patronage income based on the annual average daily balance of our note payable to AgriBank, FCB, patronage income in an amount that approximates the net earnings of the asset pool loans, and patronage income based on the estimated note payable of the asset pool loans. AgriBank, FCB’s Board of Directors sets the patronage rates. pg. 31 Farm Credit Services of America, ACA Management’s Discussion and Analysis of Financial Condition and Results of Operations We purchase benefit and payroll services from Farm Credit Foundations. Farm Credit Foundations had been operating as part of AgriBank, FCB prior to January 1, 2012, when it formed a service corporation and thus is no longer operating as part of AgriBank, FCB. The Farm Credit System entities using Farm Credit Foundations as their payroll and benefits provider contributed an investment into the service corporation in January 2012. Our investment was $0.1 million. Due to the nature of our financial relationship with AgriBank, FCB, the financial condition and results of operations of AgriBank, FCB materially affect our stockholders’ investment in FCSAmerica. To request a free copy of the combined AgriBank, FCB and affiliated associations’ financial reports, contact us at PO Box 2409, Omaha, NE 68103-2409, (800) 531-3905 or via email to [email protected]. You may also contact AgriBank, FCB at 30 East 7th Street, Suite 1600, St. Paul, MN 55101, (651) 282-8800 or via email to [email protected]. The reports are also available through AgriBank, FCB’s website at agribank.com. Also, in April and December 2011 and December 2012, we entered into agreements with additional Farm Credit System associations inside and outside of the AgriBank, FCB District to provide access to our AgDirect trade credit financing program. The Farm Credit Administration approved requests from these associations to invest in the AgDirect, LLP. At December 31, 2012, AgDirect, LLP assets primarily consist of a $129.3 million investment in AgriBank, FCB to capitalize the loan participations sold to AgriBank, FCB. We hold $82.4 million of this investment, and other Farm Credit System entities hold the remaining investment. At December 31, 2012, AgDirect, LLP had liabilities of $1.6 million consisting of a distribution payable to LLP partners from patronage declared by AgriBank, FCB for the fourth quarter of 2012. AgDirect, LLP had no liabilities at December 31, 2011. AgDirect, LLP had net income of $6.8 million for the year ended 2012 from patronage paid by AgriBank, FCB and had no net income for the year ended December 31, 2011. AgDirect, LLP Other Matters We entered into agreements with two other Farm Credit System associations in the AgriBank, FCB District during 2010 to provide access to our AgDirect trade credit financing program. The AgDirect program includes origination and refinancing of agricultural equipment loans through independent equipment dealers. In February 2011, the Farm Credit Administration approved a request from the three associations to invest in a limited liability partnership (LLP) that will facilitate this collaborative AgDirect trade credit financing program and allow us to leverage the AgDirect program for the mutual benefit of our associations, and the farmers and ranchers we serve. The LLP was established in the second quarter of 2011. Our investment is reflected as “AgDirect, LLP investment in AgriBank, FCB” on our Consolidated Balance Sheet. In April 2011, the LLP purchased participations of $858.7 million in AgDirect loans from us that were originated subsequent to the agreements described earlier. The LLP subsequently sold a like amount of loan participations to AgriBank, FCB. The LLP paid us a fee for originating these loans. Additional loans have been sold to the LLP as they were originated, and the LLP has sold a like amount of loan participations to AgriBank, FCB. Total participations sold to the LLP at December 31, 2012, were $2.017 billion. AgriBank, FCB, at the discretion of its Board of Directors, pays patronage on these loan participations to AgDirect, LLP. Any patronage declared is accrued quarterly and paid by AgriBank, FCB in the first month of the subsequent quarter. AgDirect, LLP distributes any patronage paid by AgriBank, FCB as partnership distributions to the AgDirect, LLP partners. In the fall of 2011, construction was completed on an additional 77,500-square-foot office building immediately north of our currently owned corporate headquarters. The new facility replaced leased office space at a second Omaha, Nebraska, location under a lease that expired in 2012. The new additional office building makes space available for future growth and allows all Omaha-based employees to be at the same location. The new facility’s cost, including land, building, furniture and equipment, totaled approximately $25 million and was funded by our direct loan from AgriBank, FCB. Farm Credit Services of America, ACA Report of Management We prepare the consolidated financial statements of Farm Credit Services of America, ACA (Association) and are responsible for their integrity and objectivity, including amounts that must be necessarily based on judgments and estimates. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. The consolidated financial statements, in our opinion, fairly present the financial condition of the Association. Other financial information included in the annual report is consistent with that in the consolidated financial statements. To meet our responsibility for reliable financial information, we depend on accounting and internal control systems designed to provide reasonable, but not absolute, assurance that assets are safeguarded and transactions are properly authorized and recorded. Costs must be reasonable in relation to the benefits derived when designing accounting and internal control systems. Financial operations audits are performed to monitor compliance. PricewaterhouseCoopers LLP, our independent auditors, audit the consolidated financial statements. They also conduct a review of internal controls to the extent necessary to comply with generally accepted auditing standards in the United States of America. The Farm Credit Administration also performs examinations for safety and soundness, as well as compliance with applicable laws and regulations. The Board of Directors has overall responsibility for our system of internal control and financial reporting. The Board of Directors and its Audit Committee consult regularly with us and meet periodically with the independent auditors and other auditors to review the scope and results of their work. The independent auditors have direct access to the Board of Directors, which is composed solely of directors who are not officers or employees of the Association. The undersigned certify that we have reviewed the Association’s annual report and it has been prepared in accordance with all applicable statutory or regulatory requirements, and the information contained herein is true, accurate and complete to the best of our knowledge and belief. Douglas R. Stark President and CEO March 6, 2013 Craig P. Kinnison Senior Vice President – CFO March 6, 2013 Robert D. Bruxvoort Chairperson, Board of Directors March 6, 2013 pg. 33 Farm Credit Services of America, ACA Report on Internal Control Over Financial Reporting Farm Credit Services of America, ACA’s (Association) principal executives and principal financial officers, or persons performing similar functions, are responsible for establishing and maintaining adequate internal control over financial reporting for the Association’s consolidated financial statements. For purposes of this report, “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the Association’s principal executives and principal financial officers, or persons performing similar functions, and effected by its Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting information and the preparation of the consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Association, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial information in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Association, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Association’s assets that could have a material effect on its consolidated financial statements. The Association’s management has completed an assessment of the effectiveness of internal control over financial reporting as of December 31, 2012. In making the assessment, management used the framework in Internal Control – Integrated Framework, promulgated by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the “COSO” criteria. Based on the assessment performed, the Association concluded that as of December 31, 2012, the internal control over financial reporting was effective based upon the COSO criteria. Additionally, based on this assessment, the Association determined that there were no material weaknesses in the internal control over financial reporting as of December 31, 2012. Douglas R. Stark President and CEO March 6, 2013 Craig P. Kinnison Senior Vice President – CFO March 6, 2013 Farm Credit Services of America, ACA Report of Audit Committee The consolidated financial statements of Farm Credit Services of America, ACA (Association) were prepared under the oversight of the Audit Committee. The Audit Committee is composed of four individuals from the Association Board of Directors. In 2012, the Audit Committee met seven times. The Audit Committee oversees the scope of the Association’s internal audit program, the approval and independence of PricewaterhouseCoopers LLP (PwC) as our independent auditors, the adequacy of the Association’s system of internal controls and procedures, and the adequacy of management’s action with respect to recommendations arising from those auditing activities. The Audit Committee’s responsibilities are described more fully in the Internal Control Policy and the Audit Committee Charter. Management is responsible for internal controls and the preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. PwC is responsible for performing an independent audit of the consolidated financial statements in accordance with generally accepted auditing standards in the United States of America and to issue their report based on their audit. The Audit Committee’s responsibilities include monitoring and overseeing these processes. In this context, the Audit Committee reviewed and discussed the audited consolidated financial statements for the year ended December 31, 2012, with management. The Audit Committee also reviewed with PwC the matters required to be discussed by Statement on Auditing Standards No. 114, The Auditor’s Communication With Those Charged With Governance, and both PwC and the internal auditors directly provided reports on significant matters to the Audit Committee. The Audit Committee had discussions with and received written disclosures from PwC confirming its independence. The Audit Committee also reviewed the non-audit services, if any, provided by PwC and concluded these services were not incompatible with maintaining PwC’s independence. The Audit Committee discussed with management and PwC such other matters and received such assurances from them as the Audit Committee deemed appropriate. Based on the foregoing review and discussions, and relying thereon, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in the annual report for the year ended December 31, 2012. Jennifer L. Zessin Chair, Audit Committee Farm Credit Services of America, ACA March 6, 2013 Audit Committee Members: Robert Joki Jon Van Beek Steve Henry pg. 35 Independent Auditor’s Report To the Board of Directors and Members of Farm Credit Services of America, ACA, We have audited the accompanying consolidated financial statements of Farm Credit Services of America, ACA (the Association) and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2012, 2011 and 2010, and the related consolidated statements of income, changes in capital and cash flows for the years then ended. Management’s Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of the consolidated 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 consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on the consolidated 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 consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Association’s preparation and fair presentation of the consolidated 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 Association’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 consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Farm Credit Services of America, ACA and its subsidiaries at December 31, 2012, 2011 and 2010, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. March 6, 2013 PricewaterhouseCoopers LLP, Suite 1400, 225 South Sixth Street, Minneapolis, MN 55402 T: (612) 596 6000, F: (612) 373 7160, www.pwc.com/us Farm Credit Services of America, ACA Consolidated Balance Sheet (Dollars in thousands) December 31, 2012 2011 2010 $18,489,616 $15,890,986 $15,545,238 60,000 58,000 84,000 18,429,616 15,832,986 15,461,238 Cash 216,109 157,260 92,169 Accrued interest receivable 247,919 249,435 253,142 Investment in AgriBank, FCB 455,203 426,735 437,729 Assets Loans Less allowance for loan losses Net loans 82,388 65,412 122,287 117,115 Other property owned 4,800 4,330 Deferred tax asset, net 5,348 3,420 AgDirect, LLP investment in AgriBank, FCB Premises and equipment, net Other assets Total assets – 104,134 6,495 – 46,494 49,014 62,956 $19,610,164 $16,905,707 $16,417,863 Liabilities $16,060,763 $13,720,771 $13,623,203 Accrued interest payable 57,942 60,135 63,629 Deferred tax liability, net – – Notes payable Patronage payable Reserve for unfunded lending commitments Other liabilities Total liabilities 460 130,000 130,000 13,000 10,000 124,805 110,585 70,913 16,386,510 14,031,491 13,868,205 110,000 – Commitments and contingencies (Note 12) Members’ Equity Protected members’ equity: Class B common stock – 1,728 2,351 Participation certificates – 6 14 At-risk capital: Class D common stock 45,980 46,203 47,327 Class E common stock 998 913 800 (188) 73 3,176,676 2,825,554 2,499,093 3,223,654 2,874,216 2,549,658 $19,610,164 $16,905,707 $16,417,863 Accumulated other comprehensive (loss) gain Retained earnings Total members’ equity Total liabilities and members’ equity – The accompanying notes are an integral part of these consolidated financial statements. pg. Farm Credit Services of America, ACA Consolidated Statement of Income (Dollars in thousands) Year Ended December 31, 2012 2011 2010 Interest income $742,715 $729,548 $703,968 Interest expense 233,028 246,928 272,329 509,687 482,620 431,639 Net Interest Income Net interest income 15,051 (9,775) 17,504 494,636 492,395 414,135 Patronage income from AgriBank, FCB 77,567 75,349 95,237 Loan fees 22,570 19,791 23,230 Insurance services 41,508 38,226 42,973 AgDirect program fees 31,958 28,734 Provision for (reversal of) credit losses Net interest income after provision for credit losses Noninterest Income – AgDirect, LLP patronage income from AgriBank, FCB 5,875 Servicing fee income from AgriBank, FCB 2,177 2,595 3,030 20,260 1,461 16,079 201,915 166,156 180,549 142,022 128,025 122,011 18,041 Other noninterest income Total noninterest income – – Noninterest Expense Salaries and employee benefits 19,170 20,310 Insurance fund premiums 7,380 8,264 6,688 Other operating expenses 40,585 34,858 30,603 (3,742) Occupancy and equipment expense 291 (113) Capital transaction expense 1,197 1,396 1,626 Total noninterest expense 210,645 192,740 175,227 Income before income taxes 485,906 465,811 419,457 4,820 9,407 308 $481,086 $456,404 $419,149 Losses (gains) on other property owned Provision for income taxes Net income The accompanying notes are an integral part of these consolidated financial statements. 37 Farm Credit Services of America, ACA Consolidated Statement of Changes in Capital (Dollars in thousands) Protected Members’ Equity Capital Stock and Participation Certificates Balance at December 31, 2009 $3,013 Accumulated Other Comprehensive Gain (Loss) $111 At-Risk Capital Capital Stock Retained Earnings Total Members’ Equity $47,922 $2,189,878 $2,240,924 Net income 419,149 419,149 Patronage declared (110,000) (110,000) 66 66 Patronage accrual adjustment Change in other comprehensive (loss) (38) (38) Capital stock and participation certificates: Issued Retired Balance at December 31, 2010 (648) 2,365 73 5,353 5,353 (5,148) (5,796) 48,127 2,499,093 2,549,658 Net income 456,404 456,404 Patronage declared (130,000) (130,000) 57 57 Patronage accrual adjustment Change in other comprehensive (loss) (261) (261) Capital stock and participation certificates: Issued Retired Balance at December 31, 2011 4,552 (631) 1,734 (5,563) (188) 47,116 Net income Patronage declared Patronage accrual adjustment Change in other comprehensive gain 4,552 (6,194) 2,825,554 2,874,216 481,086 481,086 (130,000) (130,000) 36 36 188 188 Capital stock and participation certificates: 5,496 Issued Retired Balance at December 31, 2012 (1,734) $ – 5,496 (5,634) $ – The accompanying notes are an integral part of these consolidated financial statements. $46,978 (7,368) $3,176,676 $3,223,654 pg. 39 Farm Credit Services of America, ACA Consolidated Statement of Cash Flows (Dollars in thousands) Year Ended December 31, 2012 2011 2010 $481,086 $456,404 $419,149 15,051 (22,646) 132 (1,015) – 10 10,233 1,516 (2,193) (1,928) 2,520 – 3,445 10,963 16,088 497,174 (9,775) (26,648) (261) (660) 1,905 59 10,327 3,707 (3,494) (3,420) 13,942 (460) 1,492 37,919 24,633 481,037 17,504 (18,418) (3,126) (154) – 639 10,249 (14,898) (10,680) – (13,632) (538) – (16,201) (49,255) 369,894 (2,610,848) (5,822) (16,976) (16,735) 1,555 2,345 (2,646,481) (354,187) 37,642 (65,412) (25,824) 4,581 1,271 (401,929) (2,084,285) 2,708 – (22,825) 9,653 1,082 (2,093,667) Cash Flows from Financing Activities: Increase in notes payable, net Patronage paid in cash Protected capital stock and participation certificates retired At-risk capital stock and participation certificates issued At-risk capital stock and participation certificates retired Net cash (used in) provided by financing activities 2,339,992 (129,964) (1,734) 5,496 (5,634) 2,208,156 97,568 (109,943) (631) 4,552 (5,563) (14,017) 1,738,798 (51,934) (648) 5,353 (5,148) 1,686,421 Net increase (decrease) in cash Cash at beginning of year Cash at end of year 58,849 157,260 $216,109 65,091 92,169 $157,260 (37,352) 129,521 $ 92,169 $2,167 $130,000 $2,214 $130,000 $7,131 $110,000 $(188) $ – $261 $(1,337) $38 $(703) $235,221 $13,836 $250,422 $10,593 $283,009 $11,005 Cash Flows from Operating Activities: Net income Adjustments to reconcile net income to net cash provided by operating activities: Provision for (reversal of) credit losses Increase in stock patronage received from AgriBank, FCB Loss (gain) on sales of other property owned Gain on sales of premises and equipment Carrying value write-downs on premises and equipment Carrying value write-downs on other property owned Depreciation on premises and equipment Decrease (increase) in accrued interest receivable Decrease in accrued interest payable Increase in deferred tax asset Decrease (increase) in other assets Decrease in deferred tax liability Income recognized on deferred AgDirect program fees Increase (decrease) in other liabilities Total adjustments Net cash provided by operating activities Cash Flows from Investing Activities: Increase in loans, net (Purchases) redemptions of investment in AgriBank, FCB AgDirect, LLP purchase of investment in AgriBank, FCB Purchases of premises and equipment, net Proceeds from sales of other property owned Proceeds from sales of premises and equipment Net cash used in investing activities Supplemental Schedule of Non-Cash Investing and Financing Activities: Loan amounts transferred to other property owned Cash patronage distribution declared Non-Cash Changes Related to Other Liabilities: (Increase) decrease in postretirement benefits liability Change in tax contingency reserve Supplemental Cash Flow Information: Interest paid on notes payable Income taxes paid The accompanying notes are an integral part of these consolidated financial statements. Farm Credit Services of America, ACA Notes to Consolidated Financial Statements Note 1 – Organization and Operations Credit Insurance Fund is used: Farm Credit System and District • t o ensure the timely payment of principal and interest on Farm Credit Systemwide debt obligations, • to ensure the retirement of protected borrower capital at par or stated value, and • for other specified purposes. Farm Credit System Lending Institutions The Farm Credit System is a nationwide system of cooperatively owned banks and associations established by Congress to meet the credit needs of American agriculture. At December 31, 2012, the Farm Credit System consisted of three Farm Credit Banks, one Agricultural Credit Bank and 82 customer-owned cooperative lending institutions (associations). The Farm Credit System serves all 50 states, Washington, D.C., and Puerto Rico. This network of financial cooperatives is owned and operated by the rural customers the Farm Credit System serves – the American farmer and rancher. AgriBank, FCB and its affiliated associations are collectively referred to as the AgriBank Farm Credit Bank District. At December 31, 2012, the AgriBank Farm Credit Bank District consisted of 17 Agricultural Credit Associations that each has wholly owned Federal Land Credit Association and Production Credit Association subsidiaries. Federal Land Credit Associations are authorized to originate long-term real estate mortgage loans. Production Credit Associations are authorized to originate short-term and intermediateterm loans. Agricultural Credit Associations are authorized to originate long-term real estate mortgage loans and short-term and intermediate-term loans either directly or through their subsidiaries. Associations are also authorized to provide lease financing options for agricultural purposes. AgriBank, FCB provides funding to all associations chartered within the AgriBank Farm Credit Bank District. Associations are authorized to provide, either directly or in participation with other lenders, credit and related services to eligible borrowers. Eligible borrowers may include farmers, ranchers, producers or harvesters of aquatic products, rural residents and farmrelated service businesses. In addition, associations can participate with other lenders in loans to similar entities. Similar entities are parties that are not eligible for a loan from a Farm Credit System lending institution but have operations that are functionally similar to the activities of eligible borrowers. Associations are also authorized to purchase and hold certain types of investments including missionrelated investments. Farm Credit System Regulator The Farm Credit Administration is authorized by Congress to regulate the Farm Credit System banks and associations. We are examined by the Farm Credit Administration, and certain association actions are subject to the prior approval of the Farm Credit Administration and/or AgriBank, FCB. Farm Credit Insurance Fund The Farm Credit Act established the Farm Credit System Insurance Corporation to administer the Farm Credit Insurance Fund. The Farm At the discretion of the Farm Credit System Insurance Corporation, the Farm Credit Insurance Fund is also available to provide assistance to certain troubled Farm Credit System institutions and for the operating expenses of the Farm Credit System Insurance Corporation. Each Farm Credit System bank has been required to pay premiums into the Farm Credit Insurance Fund until the assets in the Farm Credit Insurance Fund equal 2 percent of the aggregated insured obligations adjusted to reflect the reduced risk on loans or investments guaranteed by federal or state governments. This percentage of aggregate obligations can be changed by the Farm Credit System Insurance Corporation, at its sole discretion, to a percentage it determines to be actuarially sound. The basis for assessing premiums is debt outstanding with adjustments made for nonaccrual loans and impaired investment securities, which are assessed a surcharge, while guaranteed loans and investment securities are deductions from the premium base. AgriBank, FCB, in turn, assesses premiums to us each year based on similar factors. Association Farm Credit Services of America, ACA (ACA) and its subsidiaries, Farm Credit Services of America, FLCA (FLCA) and Farm Credit Services of America, PCA (PCA) are lending institutions of the Farm Credit System. We are a member-owned cooperative providing credit and credit-related services to, or for the benefit of, eligible shareholders for qualified agricultural purposes in the states of Iowa, Nebraska, South Dakota and Wyoming. We borrow from AgriBank, FCB and provide financing and related services to our members. Our ACA holds all the stock of the FLCA and PCA subsidiaries. The FLCA makes secured long-term agricultural real estate and rural home mortgage loans, and provides lease financing options in collaboration with Farm Credit Leasing Services and CoBank, ACB. The PCA makes short-term and intermediate-term loans for agricultural production or operating purposes, and provides lease financing options in collaboration with Farm Credit Leasing Services and CoBank, ACB. We offer risk management services, including crop insurance and crop-hail insurance, for borrowers and those eligible to borrow. In the fall of 2011, construction was completed on an additional 77,500-square-foot office building immediately north of our currently owned corporate headquarters. The new facility replaced leased office space at a second Omaha, Nebraska, location under a lease that expired in 2012. The new additional office building makes space available for future growth and allows all Omaha-based employees to be at the same location. The new facility’s cost, including land, building, furniture and equipment, totaled approximately $25 million and was funded by our direct loan from AgriBank, FCB. pg. 41 Farm Credit Services of America, ACA Notes to Consolidated Financial Statements Note 2 – Summary of Significant Accounting Policies Our accounting and reporting policies conform to accounting principles generally accepted in the United States of America and prevailing practices within the financial services industry. Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. We have reclassified certain amounts in prior years’ financial statements to conform to current financial statement presentation. The consolidated financial statements present the consolidated financial results of Farm Credit Services of America, ACA (the parent) and Farm Credit Services of America, FLCA and Farm Credit Services of America, PCA (the subsidiaries). All material intercompany transactions and balances have been eliminated in consolidation. The following are our significant accounting policies: Loans Mortgage loan terms range from 5–35 years at origination. Almost all commercial loans are made for agricultural production or operating purposes with original terms of 10 years or less. Loans are carried at their principal amount outstanding net of any unearned income, cumulative charge-offs and unamortized premiums or discounts on purchased loans. Loan interest is accrued and credited to interest income based upon the daily principal amount outstanding. We place loans in nonaccrual status when: • p rincipal or interest is delinquent for 90 days or more (unless the loan is well-secured and in the process of collection), or • circumstances indicate that full collection is not expected. When a loan is placed in nonaccrual status, we reverse accrued interest to the extent principal plus accrued interest before the transfer exceeds the net realizable value of the collateral. Any unpaid interest accrued in a prior year is capitalized to the recorded investment of the loan. Any cash received on nonaccrual loans is applied to reduce the recorded investment in the loan, except in those cases where the collection of the recorded investment is fully expected and the loan does not have any unrecovered prior charge-offs. Nonaccrual loans may be returned to accrual status when: • principal and interest are current, • prior charge-offs have been recovered, • the ability of the borrower to fulfill the contractual repayment terms is fully expected, and • the loan is not classified as doubtful or loss. A restructured loan constitutes a troubled debt restructuring if for economic or legal reasons related to the debtor’s financial difficulties we grant a concession to the debtor that we would not otherwise consider. A concession is generally granted in order to minimize economic loss and avoid foreclosure. Concessions vary by program and are borrower-specific and may include interest rate reductions, term extensions, payment deferrals or the acceptance of additional collateral in lieu of payments. In limited circumstances, principal may be forgiven. Loans are charged off at the time they are determined to be uncollectible. Allowance for Loan Losses and Reserve for Unfunded Lending Commitments The allowance for loan losses is an estimate of losses on loans in our portfolio as of the financial statement date. We determine the appropriate level of allowance for loan losses based on periodic evaluation of factors such as: • • • • • loan loss history, changes in credit risk classifications, changes in collateral values, changes in risk concentrations, and changes in economic and environmental conditions. Loans in our portfolio that are considered impaired are analyzed individually to establish a specific allowance for impaired loans or are analyzed on a pool basis if they have similar risk characteristics. A loan is impaired when it is probable that all amounts due under the contractual terms of the loan agreement will not be collected. We measure impairment based on the net realizable value of the collateral. All risk loans are considered to be impaired loans. Risk loans include: • nonaccrual loans, • formally restructured loans, and • loans that are 90 days or more past due and still accruing interest. We record a specific allowance to reduce the carrying amount of the risk loan to the lower of book value or the net realizable value of collateral. When collection is unlikely, we charge the loan principal and prior year(s) accrued interest against the allowance for loan losses. Subsequent recoveries, if any, are added to the allowance for loan losses. An allowance is recorded for probable and estimable credit losses as of the financial statement date for loans that are not individually assessed as impaired. Changes in the allowance for loan losses consist of provision activity, recorded as “Provision for (reversal of) credit losses” on the Consolidated Statement of Income, and charge-offs and recoveries. Farm Credit Services of America, ACA Notes to Consolidated Financial Statements During the third quarter of 2011, a study was completed to further assess the risk of potential losses related to unfunded commitments. The reserve for unfunded lending commitments is based on our best estimate of losses inherent in lending commitments made to customers but not yet disbursed. Factors such as likelihood of disbursal and likelihood of losses given disbursement were utilized in determining this contingency. Changes in the reserve for unfunded commitments consist of provision activity, recorded as “Provision for (reversal of) credit losses” on the Consolidated Statement of Income. Accounting for the AgDirect, LLP investment in AgriBank, FCB is on a cost basis. agreements are included in “Loans” on the Consolidated Balance Sheet and totaled $147.6 million at December 31, 2012, $169.7 million at December 31, 2011, and $134.8 million at December 31, 2010. Beginning January 1, 2012, we operate under an agreement with CoBank, ACB, where we purchase a participation in loans made by CoBank, ACB to Farm Credit Leasing Services to fund agricultural equipment leases that are originated under the AgDirect trade credit financing program. Under provisions of this agreement, Farm Credit Leasing Services participates approximately 50 percent funding for these leases to CoBank, ACB and CoBank, ACB participates a similar amount to us. We participate a similar amount to AgDirect, LLP and AgDirect, LLP participates a similar amount to AgriBank, FCB. Farm Credit Leasing Services pays us a fee for the portion of the funding they retain and AgDirect, LLP pays us a fee for the portion of the funding we participate to them. Loans participated to AgDirect, LLP under this program at December 31, 2012, totaled $66.4 million. Other Property Owned Advanced Conditional Payments Investment in AgriBank, FCB Accounting for our investment in AgriBank, FCB is on a cost plus allocated equities basis. AgDirect, LLP Investment in AgriBank, FCB We record other property owned, consisting of real and personal property acquired through a collection action, at fair value, less estimated selling costs at the time of acquisition. Revised estimates of the fair value, less estimated selling costs are reported as adjustments to the carrying amount of the asset, provided that the adjusted value is not in excess of the carrying amount at acquisition. Income and expenses from operations, carrying value adjustments and realized losses (gains) on sales are recorded as “Losses (gains) on other property owned” on the Consolidated Statement of Income. Premises and Equipment The carrying amount of premises and equipment is at cost, less accumulated depreciation. Calculation of depreciation is generally on the straight-line method over the estimated useful lives of the assets, which are normally 5–40 years for building and improvements, and 3–10 years for furniture and equipment. Gains and losses on premises and equipment dispositions are reflected in current-year income. Maintenance and repairs are included in operating expense and improvements are capitalized. Leases Beginning August 1, 2011, we operate under an agreement with CoBank, ACB, where we purchase a participation in loans made by CoBank, ACB to Farm Credit Leasing Services to fund capital markets leases, agricultural equipment leases and agricultural facilities leases that we originate. Under provisions of this agreement, Farm Credit Leasing Services participates approximately 50 percent funding for these leases to CoBank, ACB and CoBank, ACB participates a similar amount to us. Prior to August 1, 2011, we operated under an agreement with Farm Credit Leasing Services, where they served as the lessor for capital markets leases, agricultural equipment leases and agricultural facilities leases that we originate. Under provisions of this agreement, Farm Credit Leasing Services participated approximately 50 percent of the lease cash flows for these leases to us. Lease participations purchased under these We are authorized under the Farm Credit Act to accept advanced conditional payments from customers. We net the advanced conditional payments against the customer’s related loan balance to the extent the real estate customer’s loan balance exceeds the advance payments. Real estate funds held balances totaled $4.9 million at December 31, 2012, $4.5 million at December 31, 2011, and $3.7 million at December 31, 2010. The amount of commercial advance conditional payments accepted cannot exceed the commitment amount of the customer’s note. We classify commercial advance conditional payments as “Other liabilities” on the Consolidated Balance Sheet since the limit on commercial advance conditional payments is based on note commitments. Commercial advance conditional payments totaled $1.3 million at December 31, 2012, $1.5 million at December 31, 2011, and $1.2 million at December 31, 2010. We pay interest on advanced conditional payments and they are not insured. Advanced conditional payments are primarily for customers who are required to maintain them as part of their loan agreement. Employee Benefit Plans Our employees may participate in a defined contribution plan. Benefit plans are described in Note 9, “Employee Benefit Plans.” The costs of the defined contribution plan are funded as accrued. In addition, we provide postretirement medical benefits to employees who meet specific hire-date and years-of-service requirements. Income Taxes The ACA and PCA accrue federal and state income taxes. Deferred tax assets and liabilities are recognized for future tax consequences of temporary differences between the carrying amounts and tax basis of assets and liabilities. Deferred tax assets are recorded if the deferred tax asset is more likely than not to be realized. If the realization test cannot be met, the deferred tax asset is reduced by a valuation allowance. The expected future tax consequences of uncertain income tax positions are accrued. pg. 43 Farm Credit Services of America, ACA Notes to Consolidated Financial Statements The FLCA is exempt from federal and other taxes to the extent provided in the Farm Credit Act. Patronage Program We accrue patronage distributions as declared by the Board of Directors, normally in December of each year. We pay the accrued patronage during the first quarter of each subsequent year. Cash patronage distributions are referred to as cash-back dividends. 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. We currently have no material financial statement items required to be accounted for within the consolidated financial statements at fair value. Recently Issued Accounting Pronouncements Statement of Cash Flows For purposes of reporting cash flow, cash includes cash on hand and on deposit at commercial banks. Derivative Instruments and Hedging Activity The Financial Accounting Standards Board guidance on Derivative Instruments and Hedging requires derivatives to be recorded on the balance sheet as assets and liabilities, measured at fair value. Changes in the values of those derivatives are accounted for as gains or losses, or as a component of other comprehensive income, depending on the use of the derivative and whether it qualifies for hedge accounting. We have entered into short-term foreign exchange transactions under agreements to fund loans to certain customers that are denominated in foreign currency. The effects of any foreign currency-related derivative instruments were not material to our financial position or results of operations for any year included in the consolidated financial statements. Fair Value Measurement The Financial Accounting Standards Board 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 reporting entity 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 that are observable such as interest rates and yield curves, prepayment speeds, credit risks and default rates; and • inputs derived principally from, or corroborated by, observable market data by correlation or other means. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These unobservable inputs reflect our own assumptions that market participants would use in pricing the asset or liability. Level 3 assets and liabilities include financial instruments whose In December 2011, the Financial Accounting Standards Board issued guidance entitled, Balance Sheet – Disclosures about Offsetting Assets and Liabilities. In January 2013, the Financial Accounting Standards Board issued clarifying guidance surrounding the scope of financial instruments covered under this guidance. The offsetting disclosures are only applied to derivatives, repurchase agreements and securities lending transactions. The guidance requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. This includes the effect or potential effect of rights of setoff associated with an entity’s recognized assets and recognized liabilities. The requirements apply to in scope financial instruments that are offset in accordance with the rights of offset set forth in accounting guidance and for those financial instruments that are subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset or not. This guidance is to be applied retroactively for all comparative periods and is effective for annual and interim reporting periods beginning on or after January 1, 2013. The adoption of this guidance will have no impact on our consolidated financial condition or consolidated results of operations. In September 2011, the Financial Accounting Standards Board issued guidance entitled, Compensation – Retirement Benefits – Multiemployer Plans. The guidance is intended to provide more information about an employer’s financial obligations to multiemployer pension and postemployment benefit plans which should help financial statement users better understand the financial health of significant plans in which the employer participates. For nonpublic entities, the disclosures are effective for annual reporting periods ending on or after December 15, 2012. The adoption of this guidance did not have any impact on our consolidated financial condition or consolidated results of operations and did not result in additional disclosures. In June 2011, the Financial Accounting Standards Board issued guidance entitled, Presentation of Comprehensive Income. The guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. An entity can elect to present items of net income and other comprehensive income in one continuous statement – referred to as the Statement of Comprehensive Income – or in two separate, but consecutive, statements. The guidance is intended to improve the comparability, consistency and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. For nonpublic entities, the guidance is effective for fiscal years ending after December 15, 2012, and Farm Credit Services of America, ACA Notes to Consolidated Financial Statements interim and annual periods thereafter. The adoption of the guidance did not have any impact on our consolidated financial condition or consolidated results of operations. If, in future periods, we have material other comprehensive income, expanded financial statement presentation will be required. In May 2011, Financial Accounting Standards Board issued guidance entitled, Fair Value Measurement – Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (IFRS). The guidance results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between United States Generally Accepted Accounting Principles and International Financial Reporting Standards. The amendments include the following: • A pplication of the highest and best use valuation premise is only relevant when measuring the fair value of nonfinancial assets. • An exception to the requirement for measuring fair value when a reporting entity manages its financial instruments on the basis of its net exposure, rather than its gross exposure, to market risks such as interest rate risk and credit risk of counterparties. • E xpansion of the disclosures about fair value measurements. New disclosures are required about the use of a nonfinancial asset measured or disclosed at fair value if its use differs from its highest and best use. The amendments are to be applied prospectively. For nonpublic entities, the amendments are effective for annual periods beginning after December 15, 2011. The adoption of this guidance did not have any impact on our consolidated financial condition or consolidated results of operations and did not result in additional disclosures at this time. In April 2011, the Financial Accounting Standards Board issued guidance entitled, A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring. The guidance provides additional clarification to creditors for evaluating whether a modification or restructuring of a receivable is a troubled debt restructuring. The guidance is effective for nonpublic entities for annual periods ending on or after December 15, 2012, including interim periods within those annual periods. The adoption of this guidance did not have a significant impact on our consolidated financial condition or consolidated results of operations and did not result in additional disclosures. Note 3 – Loans and Allowance for Loan Losses Loans, including participations purchased and nonaccruals, consisted of the following (in thousands): December 31, 2012 Long-term agricultural mortgage 2011 2010 Amount Percentage Amount Percentage Amount Percentage $10,581,998 57.2% $ 8,523,447 53.6% $ 7,512,555 48.3% Production and intermediate term 5,003,590 27.1 4,885,960 30.8 5,544,592 35.7 Processing and marketing 1,163,255 6.3 1,016,492 6.4 1,201,136 7.7 Rural residential real estate 1,068,317 5.8 901,536 5.7 766,087 4.9 Farm-related business 361,747 2.0 278,262 1.7 248,588 1.6 Government-guaranteed loans 116,135 0.6 110,380 0.7 70,846 0.5 Energy 101,457 0.5 73,588 0.5 86,526 0.6 Communications 75,005 0.4 86,004 0.5 94,038 0.6 Loans to cooperatives 14,237 0.1 11,442 0.1 20,870 0.1 3,875 – 3,875 – – – 100.0% $15,545,238 100.0% Mission-related investments Total loans $18,489,616 100.0% $15,890,986 pg. 45 Farm Credit Services of America, ACA Notes to Consolidated Financial Statements We may purchase or sell participation interests with other parties in order to diversify risk, manage loan volume or comply with Farm Credit Administration regulations. The following table presents information regarding participations purchased and sold (in thousands): AgriBank, FCB Other Farm Credit Institutions Non-Farm Credit Institutions Total Participations Participations Participations Participations Purchased Sold Purchased Sold Purchased – $1,043,114 $ 250,152 $175,989 – 30,847 557,931 304,627 1,937,552 Processing and marketing – 55,248 540,172 316,132 722,325 Rural residential real estate – Sold Purchased Sold 4,599 $ 306,346 $1,223,702 1,975,033 2,495,483 2,310,507 5,595 1,262,497 376,975 As of December 31, 2012 Long-term agricultural mortgage $ Production and intermediate term – – Farm-related business – – 163,480 Communications – – 75,012 $ 502 56,194 $ – 6,675 – 61,844 – – – – 225,324 – 75,012 502 6,675 – Energy – – 101,453 – – – 101,453 – Loans to cooperatives – – 14,237 – – – 14,237 – Government-guaranteed loans – – – – $ – $1,129,209 $1,702,437 $803,925 $2,894,050 $1,985,227 $4,596,487 $3,918,361 $ – $1,244,495 $ 215,675 $133,962 $ $ 7,758 $ 262,870 $1,386,215 – 26,007 468,298 126,518 1,361,881 1,328,034 1,830,179 1,480,559 Processing and marketing – 37,071 441,748 151,175 506,176 15,449 947,924 203,695 Rural residential real estate – Total 116,135 – 116,135 – As of December 31, 2011 Long-term agricultural mortgage Production and intermediate term – – 525 47,195 – – 525 Farm-related business – – 98,628 – – 140,796 – Communications – – 86,024 – – – 86,024 – Energy – – 73,571 – – – 73,571 – Loans to cooperatives – – 11,441 – – – 11,441 – Government-guaranteed loans – – – – – 110,380 – – $1,307,573 $1,395,385 $412,180 Total $ Participations purchased increased $1.1 billion in 2012, while participations sold increased by $847.4 million. The changes are primarily due to increases in our AgDirect agricultural equipment financing program as described in Note 5, “AgDirect, LLP Investment in AgriBank, FCB,” and loan participations purchased and sold by our AgriBusiness Finance and Capital Markets teams, partially offset by a reduction in the pool of real estate loans sold to AgriBank, FCB. At December 31, 2012, participations purchased under the AgDirect program were $1.7 billion, while participations sold were $2.0 billion. 42,168 – 110,380 $2,067,800 $1,351,241 $3,463,185 $3,070,994 On October 1, 2008, we sold a pool of approximately $1.9 billion of real estate loans to AgriBank, FCB. The sale is intended to enhance our regulatory capital ratios and reduce credit risk. AgriBank, FCB has established a separate patronage pool for these assets and intends to pay the net earnings on the pool to us as patronage. We anticipate our net income after patronage from the pool will not be materially affected. Patronage declared on this pool is solely at the discretion of the AgriBank, FCB Board of Directors. We will continue to provide servicing for the loans in the pool, and AgriBank, FCB Farm Credit Services of America, ACA Notes to Consolidated Financial Statements will pay us a fee for this servicing. As part of this transaction, we purchased additional common stock in AgriBank, FCB equal to 8 percent of the pool assets. The volume in this pool of assets at December 31, 2011, was $1.0 billion. We have received $32.0 million of asset pool patronage in 2012, $34.5 million in 2011 and $43.9 million in 2010 related to this participation. We have concentrations with individual borrowers within various agricultural commodities. At December 31, 2012, loans outstanding plus commitments to our 10 largest borrowers, net of participations sold, totaled an amount equal to 21.7 percent of members’ equity. No single borrower’s loans outstanding plus commitments exceeds 5 percent of members’ equity. Our credit risk concentration in various agricultural commodities is shown in the following table. While the amounts represent our maximum potential credit risk related to recorded loan principal, a substantial portion of our lending activities is collateralized, which reduces our exposure to credit loss associated with lending activity. We include an estimate of our credit risk exposure in determining the allowance for loan losses. December 31, 2012 2011 2010 47.0% 45.9% 45.4% Landlords/investors 9.9 9.4 8.3 Beef feedlot 9.2 9.5 8.6 Swine 7.1 7.1 7.3 Cow-calf 6.6 7.4 7.6 Dairy 4.3 4.3 4.8 General livestock 1.8 2.0 2.2 Poultry 1.7 1.8 1.8 Farm supply 1.3 1.5 2.5 Meat/proteins-processing 1.2 1.4 1.2 Renewable fuels 1.1 1.1 1.8 Forest products 0.9 0.7 0.7 Other 7.9 7.9 7.8 100.0% 100.0% 100.0% Grain Total The amount of collateral obtained, if deemed necessary upon extension of credit, is based on our credit evaluation of the borrower. Collateral held varies but typically includes farmland and income-producing property, such as crops and livestock, as well as receivables. Long-term real estate loans are secured by a first lien on the underlying real property. Federal regulations state that long-term real estate loans are not to exceed 85 percent (97 percent if guaranteed by a government agency) of the property’s appraised value. However, internal lending procedures require a more conservative loan-to-value ratio, which results in an average loan-to-value ratio in the real estate portfolio of less than 50 percent of current market values. Impaired loans are loans for which it is probable that all principal and interest will not be collected according to the contractual terms. The following table presents information concerning the recorded investment in impaired loans. The recorded investment includes accrued interest receivable for accrual loans (in thousands). December 31, 2012 2011 2010 $59,357 $ 93,524 $135,007 Nonaccrual loans: urrent as to principal C and interest 12,823 25,309 30,320 72,181 118,833 165,327 Restructured 9,085 8,925 3,111 90 days or more past due 2,652 149 771 $83,918 $127,907 $169,209 Past due Total nonaccrual loans Impaired accrual loans: Total impaired loans The decline in total risk loans is primarily due to payments received on nonaccrual accounts and net charge-offs. Based on our analysis, loans 90 days or more past due and still accruing interest were adequately secured and in the process of collection. At December 31, 2012, there were approximately $8.7 million in commitments to lend additional funds to customers whose loans were classified impaired. Interest income is recognized and cash payments are applied on nonaccrual impaired loans as described in Note 2, “Summary of Significant Accounting Policies.” The following table sets forth interest income recognized on impaired loans (in thousands): Year Ended December 31, Interest income recognized on nonaccrual loans Interest income on impaired accrual loans Interest income recognized on impaired loans 2012 2011 2010 $6,533 $4,919 $9,534 710 619 237 $7,243 $5,538 $9,771 The following table presents information concerning impaired loans (in thousands): December 31, Impaired loans with related allowance Impaired loans with no related allowance Total impaired loans Allowance on impaired loans Average impaired loans 2012 2011 2010 $18,897 $ 40,961 $ 59,432 65,021 86,946 109,777 $83,918 $127,907 $169,209 $5,639 $10,633 $16,769 $111,646 $149,700 $209,147 pg. Farm Credit Services of America, ACA Notes to Consolidated Financial Statements Risk assets by loan type (accruing volume includes accrued interest receivable) are as follows (in thousands): December 31, 2012 2011 2010 Long-term agricultural mortgage $28,404 $ 45,767 $ 50,378 Production and intermediate term 35,647 61,176 97,763 3 22 6,522 5,472 8,913 7,621 Nonaccrual loans: Processing and marketing Rural residential real estate 438 1,224 992 2,217 1,731 2,051 $72,181 $118,833 $165,327 $ 3,577 $ $ Farm-related business Government-guaranteed loans Total nonaccrual loans Accruing restructured loans: Long-term agricultural mortgage Production and intermediate term Processing and marketing 1,332 4,398 4,514 213 Rural residential real estate Total accruing restructured loans 3,079 897 2,126 985 – – – $ 9,085 $ 8,925 $ $ $ – $ 3,111 Accruing loans 90 days or more past due: Long-term agricultural mortgage Production and intermediate term Processing and marketing Rural residential real estate Total accruing loans 90 days or more past due Total risk loans Other property owned Total risk assets 826 1,376 149 167 – 283 $ 2,652 26 – $ 86 482 177 149 $ 771 83,918 127,907 169,209 4,800 4,330 6,495 $88,718 $132,237 $175,704 47 Farm Credit Services of America, ACA Notes to Consolidated Financial Statements All risk loans are considered to be impaired loans. The following table provides additional impaired loan information (in thousands): For the period ended December 31, 2012 As of December 31, 2012 Recorded Investment (1) Unpaid Principal Balance (2) Related Allowance Average Impaired Loans Interest Income Recognized Impaired loans with a related allowance for credit losses: Long-term agricultural mortgage Production and intermediate term $ 58 $– 16,532 61 27,199 5,374 20,854 43 82 84 10 35 – – Rural residential real estate Total 63 $ 23 $ 5 5 3 1 2,217 2,217 229 1,278 $18,897 $29,568 $5,639 $22,226 $43 Farm-related business Government-guaranteed loans $ – Impaired loans with no related allowance for credit losses: Long-term agricultural mortgage $32,746 $ 44,079 $ – $45,793 $2,826 Production and intermediate term 21,389 47,251 – 30,425 3,663 Processing and marketing 4,568 8,804 – 4,598 275 Rural residential real estate 5,885 6,450 – 7,185 255 433 764 – 1,137 132 – 282 49 $89,420 $7,200 23 $ 45,851 $2,826 5,374 51,279 3,706 4,598 275 10 7,220 255 132 Farm-related business – – $65,021 $107,348 $ – Long-term agricultural mortgage $32,807 $ 44,142 $ Production and intermediate term 37,921 74,450 Processing and marketing 4,568 8,804 Rural residential real estate 5,967 6,534 Government-guaranteed loans Total Total impaired loans: Farm-related business Government-guaranteed loans Total – 438 769 3 1,138 2,217 2,217 229 1,560 49 $83,918 $136,916 $5,639 $111,646 $7,243 he recorded investment in the receivable is the face amount increased or decreased by applicable accrued interest and unamortized premium, discount, T finance charges or acquisition costs, and may also reflect a previous write-down of the investment. (2) Unpaid principal balance represents the contractual principal balance of the loan. (1) pg. 49 Farm Credit Services of America, ACA Notes to Consolidated Financial Statements For the Period Ended December 31, 2011 As of December 31, 2011 Recorded Investment (1) Unpaid Principal Balance (2) Related Allowance Average Impaired Loans Interest Income Recognized Impaired loans with a related allowance for credit losses: Long-term agricultural mortgage $ 2,099 $ 2,156 Production and intermediate term 36,728 57,888 Processing and marketing Rural residential real estate Total $ 306 $ 2,095 $ (2) 9,824 38,709 146 21 21 3 10 2,113 2,112 500 1,271 – $40,961 $62,177 $10,633 $42,085 $144 – Impaired loans with no related allowance for credit losses: Long-term agricultural mortgage $46,747 $ 57,345 $ – $ 49,041 $2,247 Production and intermediate term 25,170 31,718 – 42,608 2,753 Processing and marketing 4,515 10,379 – 6,079 162 Rural residential real estate 6,800 7,250 – 6,561 258 Farm-related business 1,224 1,563 – 933 759 759 – 1,142 Lease participations purchased Communications – 305 – 1,731 1,731 – 946 (24) $86,946 $110,745 $ – $107,615 $5,394 $ 48,846 $ 59,501 $ 306 $ 51,136 $2,245 61,898 89,606 9,824 81,317 2,899 Processing and marketing 4,536 10,400 3 6,089 162 Rural residential real estate 8,913 9,362 500 7,832 258 Farm-related business 1,224 1,563 – 933 759 759 – 1,142 Government-guaranteed loans Total – – (2) – Total impaired loans: Long-term agricultural mortgage Production and intermediate term Lease participations purchased Communications Government-guaranteed loans Total – – 1,731 1,731 $127,907 $172,922 (2) – – 305 – – 946 (24) $149,700 $5,538 $10,633 he recorded investment in the receivable is the face amount increased or decreased by applicable accrued interest and unamortized premium, discount, T finance charges or acquisition costs, and may also reflect a previous write-down of the investment. (2) Unpaid principal balance represents the contractual principal balance of the loan. (1) Farm Credit Services of America, ACA Notes to Consolidated Financial Statements One credit quality indicator we utilize is the Farm Credit Administration Uniform Loan Classification System that categorizes loans into five categories. The categories are defined as follows: • a cceptable – assets are expected to be fully collectible and represent the highest quality; • other assets especially mentioned (OAEM) – assets are currently collectible but exhibit some potential weakness; • s ubstandard – assets exhibit some serious weakness in repayment capacity, equity and/or collateral pledged on the loan; • doubtful – assets exhibit similar weaknesses to substandard assets; however, doubtful assets have additional weaknesses in existing factors, conditions and values that make collection in full highly questionable; and • loss – assets are considered uncollectible. The following table shows loans and related accrued interest classified under the Farm Credit Administration Uniform Loan Classification System as a percentage of total loans and related accrued interest receivable by loan type: Acceptable OAEM Substandard/Doubtful As of December 31, 2012 Long-term agricultural mortgage 97.43% 0.99% 1.58% Production and intermediate term 95.03% 1.27% 3.70% Processing and marketing 92.57% 4.50% 2.93% Rural residential real estate 97.12% 0.86% 2.02% Farm-related business 97.35% 1.98% 0.67% Communications 91.45% – 8.55% Energy 94.03% – 5.97% Government-guaranteed loans 98.10% – 1.90% Loans to cooperatives 36.08% – 63.92% Mission-related investments 100.00% – – 96.37% 1.28% 2.35% Long-term agricultural mortgage 95.26% 1.94% 2.80% Production and intermediate term 92.30% 3.13% 4.57% Processing and marketing 89.36% 8.62% 2.02% Rural residential real estate 96.32% 1.27% 2.41% Farm-related business 96.58% 2.37% 1.05% 8.48% Total As of December 31, 2011 Communications 91.52% Energy 91.22% Government-guaranteed loans Loans to cooperatives Mission-related investments Total – – 8.78% 98.44% – 1.56% – 100.00% 100.00% 93.96% – 2.78% – – 3.26% pg. 51 Farm Credit Services of America, ACA Notes to Consolidated Financial Statements The following table provides an age analysis of past due loans by loan type (in thousands; accruing volume includes accrued interest receivable): 30–89 Days Past Due 90 Days or More Past Due Total Past Due Not Past Due or Less Than 30 Days Past Due Long-term agricultural mortgage $ 4,121 $ 3,429 $ 7,550 $10,731,767 $10,739,317 $ 826 Production and intermediate term 11,107 5,296 16,403 5,061,701 5,078,104 1,376 170 170 1,168,074 1,168,244 167 3,257 813 4,070 1,072,607 1,076,677 165 63 228 363,404 363,632 – 75,133 75,133 – Total Loans 90 Days or More Past Due and Accruing As of December 31, 2012 Processing and marketing Rural residential real estate Farm-related business Communications – – Energy – Government-guaranteed loans – – – – – 2,217 2,217 283 101,664 101,664 – 114,341 116,558 – Loans to cooperatives – – – 14,307 14,307 – Mission-related investments – – – 3,899 3,899 – $18,650 $11,988 $30,638 $18,706,897 $18,737,535 Long-term agricultural mortgage $ 7,514 $ 6,245 $13,759 $ 8,661,006 $ 8,674,765 Production and intermediate term 19,470 11,227 30,697 4,937,765 4,968,462 21 1 22 1,020,908 1,020,930 – 3,363 2,947 6,310 903,085 909,395 – 217 280,255 280,472 – 86,142 86,142 – Total $2,652 As of December 31, 2011 Processing and marketing Rural residential real estate Farm-related business Communications 217 – Energy – Government-guaranteed loans – – – – 1,731 – – 1,731 149 73,968 73,968 – 109,161 110,892 – – Loans to cooperatives – – – 11,496 11,496 Mission-related investments – – – 3,899 3,899 $30,585 $22,151 $52,736 $16,087,685 $16,140,421 Total $– – $149 Farm Credit Services of America, ACA Notes to Consolidated Financial Statements A restructuring of a loan constitutes a troubled debt restructuring if the creditor for economic or legal reasons related to the debtor’s financial difficulties grants a concession to the debtor that it would not otherwise consider. Concessions vary by program and are borrowerspecific and may include interest rate reductions, term extensions, payment deferrals or the acceptance of additional collateral in lieu of payments. In limited circumstances, principal may be forgiven. As a restructured loan constitutes a troubled debt restructuring, these loans are included within our risk loans. All risk loans are analyzed within our allowance for loan losses. The following tables present information regarding troubled debt restructurings that occurred during the year ended December 31 (in thousands): The following table presents information regarding troubled debt restructurings that occurred within the previous 12 months and for which there was a subsequent payment default during the respective reporting period (in thousands): Recorded Investment December 31, 2012 Troubled debt restructurings that subsequently defaulted: December 31, 2011 Troubled debt restructurings that subsequently defaulted: Long-term agricultural mortgage $1,568 $1,531 2,962 2,955 $4,530 $4,486 2011 Troubled debt restructurings: Long-term agricultural mortgage Production and intermediate term Rural residential real estate Total 237 Total Troubled debt restructurings: Total $191 Rural residential real estate 2012 Production and intermediate term $395 Total Premodification Postmodification Outstanding Outstanding Recorded Investment Recorded Investment Long-term agricultural mortgage $395 Long-term agricultural mortgage $2,701 $428 Troubled debt restructurings outstanding at December 31, 2012, totaled $27.2 million, of which $17.3 million were in nonaccrual status, compared to a total of $37.0 million at December 31, 2011, of which $28.0 million were in nonaccrual status. Additional commitments to lend to borrowers whose loans have been modified in a troubled debt restructuring were $5.8 million at December 31, 2012. The “Provision for (reversal of) credit losses” on the Consolidated Statement of Income includes a provision for (reversal of) loan losses and a provision for unfunded lending commitments. A summary of changes in the allowance for credit losses follows (in thousands): $2,689 1,740 1,672 112 112 $4,553 $4,473 December 31, Allowance for Loan Losses 2012 2011 2010 Balance at beginning of year $58,000 $84,000 $102,000 12,051 (19,775) 17,504 (11,934) (10,416) (39,636) Provision for (reversal of) loan losses Loans charged off Premodification represents the recorded investment just prior to restructuring, and postmodification represents the recorded investment immediately following the restructuring. The recorded investment is the face amount of the receivable increased or decreased by applicable accrued interest and unamortized premium, discount, finance charges or acquisition costs, and may also reflect a previous direct write-down of the investment. Recoveries Balance at end of year Reserve for Unfunded Lending Commitments Balance at beginning of year 1,883 4,191 4,132 $60,000 $58,000 $ 84,000 December 31, 2012 $10,000 2011 $ – 2010 $ – Provision for unfunded lending commitments 3,000 10,000 – Balance at end of year $13,000 $10,000 $ – pg. 53 Farm Credit Services of America, ACA Notes to Consolidated Financial Statements The credit quality of our portfolio continued to improve during 2012. Adversely classified assets decreased from 3.3 percent of the portfolio at December 31, 2011, to 2.3 percent of the portfolio at December 31, 2012. Adversely classified assets are assets we have identified as showing some credit weakness outside our credit standards. We have considered portfolio credit quality in assessing the reasonableness of our allowance for loan losses. The allowance for loan losses is an estimate of losses on loans in our portfolio as of the financial statement date. We determine the appropriate level of allowance for loan losses based on periodic evaluation of factors such as loan loss history, portfolio quality, and current economic and environmental conditions. We recorded a $15.1 million provision for credit losses for 2012 compared to a $9.8 million provision for credit losses reversal for 2011. The provision for credit losses includes the provision for loan losses and the provision for unfunded lending commitments. The increase in the provision for credit losses is due to establishment of a specific general reserve for the impact of the 2012 drought, an industry-specific reserve for the poultry industry and net chargeoffs, partially offset by elimination of the industry-specific reserves for Missouri River flooding and the energy/electric industry. Total industry-specific and specific general reserves comprise $11.3 million of the $60.0 million allowance for loan losses balance at December 31, 2012. We recorded $10.1 million of net charge-offs in 2012 (0.06 percent of average loans), primarily in the dairy industry. We recorded net charge-offs of $6.2 million in 2011 (0.04 percent of average loans) and $35.5 million in 2010 (0.25 percent of average loans). During February 2008, we entered into a credit default swap with Omaha 2008-A LLC (2008 LLC). The balance of the loans and accrued interest under the credit default swap was $417.7 million at December 31, 2012. Pursuant to the credit default swap, following the occurrence of a known loss, the 2008 LLC will be required to pay us an amount equal to the principal amount of the defaulted loan, plus covered interest and costs, less any recoveries. However, the 2008 LLC is not required to pay us until the Retained Subordinate Notional Amount we hold is reduced to zero. In addition to loss events, proportionate reductions in the Retained Subordinate Notional Amount will occur due to reductions of the Aggregate Notional Amount of the Reference Obligations associated with nonloss events such as repayment of loan principal. The balance of the Retained Subordinate Notional Amount at December 31, 2012, was $3.7 million. The credit default agreement will remain in place over the life of the loans under the credit default swap. The maximum amount of losses the 2008 LLC will be required to pay under the credit default swap as of December 31, 2012, is $16.8 million. As of December 31, 2012, no losses had been incurred by the 2008 LLC or us. We capitalized costs of $1.6 million relating to the establishment of the credit default swap. The capitalized costs are included in other assets and amortized over the expected remaining life of the loans under the agreement. Fees related to the credit default swap are paid based on the volume of loans under the agreement over the life of the agreement. “Capital transaction expense” presented in the Consolidated Statement of Income includes fees and amortized costs for each year presented. The 2008 LLC is a variable-interest entity created to acquire eligible securities, which are used as collateral to secure the Failure to Pay Credit Event payment of the LLC under a credit default swap with us. The securities are limited to direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America or obligations of any agency or instrumentality of the United States of America, the obligations of which are backed by the full faith and credit of the United States of America. Eligible securities, however, will not include “real estate mortgages” (or interest therein) as defined in Section 7701(i) of the Internal Revenue Code and the accompanying United States Treasury regulations. We are not the primary beneficiary of the variable-interest entity. Farm Credit Services of America, ACA Notes to Consolidated Financial Statements A summary of changes in the allowance for loan losses and period-end recorded investments in loans by loan type is as follows (in thousands): Allowance for Loan Losses: Balance at December 31, 2011 Provision for (Reversal of) Loan Losses $ 796 Long-term agricultural mortgage $18,592 Production and intermediate term 25,087 8,077 Processing and marketing 5,492 3,180 Rural residential real estate Loan Recoveries $ 72 Loan Charge-Offs $ 1,749 (527) (10,724) – – 5,807 (1,876) 2 (384) Farm-related business 843 150 60 (106) Communications 475 755 – – 1,281 460 – – Energy 22 525 – (193) 345 (27) – – 56 11 – – $58,000 $12,051 $1,883 $(11,934) Government-guaranteed loans Loans to cooperatives Mission-related investments Total Allowance for Loan Losses: Balance at December 31, 2010 Provision for (Reversal of) Loan Losses Long-term agricultural mortgage $29,875 $(11,344) Production and intermediate term Loan Recoveries $ 473 Loan Charge-Offs $ (412) 42,235 (12,672) 3,411 (7,887) Processing and marketing 7,501 (2,201) 216 (204) Rural residential real estate 2,593 3,215 2 796 12 35 Farm-related business Communications 258 217 Energy 422 2,706 55 (24) – 265 80 – 56 – – $4,191 $(10,416) Government-guaranteed loans Loans to cooperatives Mission-related investments Total – $84,000 $(19,775) – (3) – – 54 (1,901) (9) – pg. 55 Farm Credit Services of America, ACA Notes to Consolidated Financial Statements Recorded Investments in Loans Outstanding: Balance at December 31, 2012 $18,933 Ending Balance Individually Evaluated for Impairment $ Ending Balance Collectively Evaluated for Impairment Ending Balance at December 31, 2012 Ending Balance for Loans Individually Evaluated for Impairment Ending Balance for Loans Collectively Evaluated for Impairment 23 $18,910 $10,739,317 $32,806 $10,706,511 24,189 4,746 19,443 5,078,104 34,870 5,043,234 8,672 – 8,672 1,168,244 4,568 1,163,676 3,549 10 3,540 1,076,677 5,967 1,070,710 947 3 943 363,632 438 363,194 1,230 – 1,230 75,133 – 75,133 1,741 – 1,741 101,664 – 101,664 354 229 62 116,558 318 – 318 14,307 – 14,307 67 – 130 3,899 – 3,899 $54,989 $18,737,535 $60,000 $5,011 2,217 $80,866 114,341 $18,656,669 Recorded Investments in Loans Outstanding: Ending Balance at December 31, 2011 Ending Balance for Loans Individually Evaluated for Impairment Ending Balance for Loans Collectively Evaluated for Impairment $18,286 $ 8,674,765 $ 48,845 $ 8,625,920 8,819 16,268 4,968,462 57,830 4,910,632 – 5,492 1,020,930 4,537 1,016,393 500 5,307 909,395 8,913 900,482 843 280,472 1,223 279,249 Balance at December 31, 2011 Ending Balance Individually Evaluated for Impairment Ending Balance Collectively Evaluated for Impairment $18,592 $ 306 25,087 5,492 5,807 843 – 475 – 475 86,142 – 1,281 – 1,281 73,968 – 22 – 22 110,892 345 – 345 11,496 – 56 – 56 3,899 – $48,375 $16,140,421 $58,000 $9,625 1,731 $123,079 86,142 73,968 109,161 11,496 3,899 $16,017,342 Farm Credit Services of America, ACA Notes to Consolidated Financial Statements Note 4 – Investment in AgriBank, FCB We are required to invest in the capital stock of AgriBank, FCB as a condition for maintaining a readily available source of funds. The minimum investment required by AgriBank, FCB is based on our quarterly average notes payable. At December 31, 2012, the required investment is 2.50 percent. AgriBank, FCB’s current bylaws allow the required investment to increase to 4.00 percent. Effective in 2009, our required investment in AgriBank, FCB includes an additional 1.00 percent on growth that exceeds a targeted rate set by AgriBank, FCB. The required investment is subject to change quarterly and increased by $45.4 million in 2012 to $375.5 million at December 31, 2012. At the sole discretion of the AgriBank, FCB Board of Directors, they may make quarterly equalization payments to us based on the investment that is in excess of the required investment. In addition, the investment in AgriBank, FCB makes us eligible for patronage income paid by AgriBank, FCB. The patronage is paid quarterly at the sole discretion of the AgriBank, FCB Board of Directors. Patronage amounts paid on a quarterly basis may be reversed by AgriBank, FCB at any time during the year should unforeseen events occur that, had they been known, would have reduced or eliminated the amount of patronage paid. In addition to the investment described earlier, as disclosed in Note 3, “Loans and Allowance for Loan Losses,” we sold a pool of real estate loans to AgriBank, FCB in the fourth quarter of 2008. AgriBank, FCB requires us to maintain a stock investment equal to 8 percent of this loan pool. At December 31, 2012, the investment required by the loan pool was $79.7 million. described earlier. The LLP subsequently sold a like amount of loan participations to AgriBank, FCB. The LLP paid us a fee for originating these loans. Additional loans have been sold to the LLP as they were originated, and the LLP has sold a like amount of loan participations to AgriBank, FCB. Total participations sold to the LLP at December 31, 2012, were $2.017 billion. AgriBank, FCB, at the discretion of its Board of Directors, pays patronage on these loan participations to AgDirect, LLP. Any patronage declared is accrued quarterly and paid by AgriBank, FCB in the first month of the subsequent quarter. AgDirect, LLP distributes any patronage paid by AgriBank, FCB as a partnership distribution to the AgDirect, LLP partners. Also, in April and December 2011 and December 2012, we entered into agreements with additional Farm Credit System associations inside and outside of the AgriBank, FCB District to provide access to our AgDirect trade credit financing program. The Farm Credit Administration approved requests from these associations to invest in the AgDirect, LLP. At December 31, 2012, AgDirect, LLP assets primarily consist of a $129.3 million investment in AgriBank, FCB to capitalize the loan participations sold to AgriBank, FCB. We hold $82.4 million of this investment, and other Farm Credit System entities hold the remaining investment. At December 31, 2012, AgDirect, LLP had liabilities of $1.6 million consisting of a distribution payable to LLP partners from patronage declared by AgriBank, FCB for the fourth quarter of 2012. AgDirect, LLP had no liabilities at December 31, 2011. AgDirect, LLP had net income of $6.8 million for the year ended 2012 from patronage paid by AgriBank, FCB and had no net income for the year ended December 31, 2011. Note 6 – Premises and Equipment Note 5 – AgDirect, LLP Investment in AgriBank, FCB Premises and equipment consisted of the following (in thousands): We entered into agreements with two other Farm Credit System associations in the AgriBank, FCB District during 2010 to provide access to our AgDirect trade credit financing program. The AgDirect program includes origination and refinancing of agricultural equipment loans through independent equipment dealers. In February 2011, the Farm Credit Administration approved a request from the three associations to invest in a limited liability partnership (LLP) that will facilitate this collaborative AgDirect trade credit financing program and allow us to leverage the AgDirect program for the mutual benefit of our associations and the farmers and ranchers we serve. The LLP was established in the second quarter of 2011. Our investment is reflected as “AgDirect, LLP investment in AgriBank, FCB” on our Consolidated Balance Sheet. In April 2011, the LLP purchased participations of $858.7 million in AgDirect loans from us that were originated subsequent to the agreements December 31, Land, buildings and improvements Construction/ improvements in progress Furniture and equipment Less accumulated depreciation Premises and equipment, net 2012 2011 2010 $136,899 $130,901 $102,799 3,348 3,467 17,177 63,638 61,056 56,468 203,885 195,424 176,444 81,598 78,309 72,310 $122,287 $117,115 $104,134 pg. 57 Farm Credit Services of America, ACA Notes to Consolidated Financial Statements Note 7 – Notes Payable The notes payable to AgriBank, FCB represents borrowings to fund our net assets. This indebtedness is collateralized by a pledge of substantially all of our assets and is governed by a General Financing Agreement. The interest rate is periodically adjusted by AgriBank, FCB and at December 31, 2012, was 1.53 percent for the ACA, 1.86 percent for the FLCA and 0.66 percent for the PCA. The consolidated notes payable balance is presented in the following table (in thousands): December 31, Notes payable to AgriBank, FCB 2012 2011 2010 $16,060,763 $13,720,771 $13,623,203 Funding from AgriBank, FCB is provided under a General Financing Agreement. AgriBank, FCB has established a $19.0 billion revolving line of credit for us that is renegotiated annually. Under the Farm Credit Act, we are obligated to borrow only from AgriBank, FCB unless AgriBank, FCB approves borrowing from other funding sources. AgriBank, FCB, consistent with Farm Credit Administration regulations, has established limitations on our ability to borrow funds based on specified factors or formulas relating primarily to credit quality and financial condition. At December 31, 2012, we were within the specified limitations. Note 8 – Members’ Equity A description of our capitalization requirements, protection mechanisms, regulatory capitalization requirements and restrictions, and equities are provided below. whichever is less. Our Board of Directors may increase the amount of investment, if necessary, to meet capital needs. A customer acquires ownership of the capital stock at the time the loan is made, but usually does not make a cash investment. The aggregate par value is added to the principal amount of the related loan obligation. We retain a first lien on the stock or participation certificates owned by customers. Retirement of equities will generally be at the lower of par or book value, and repayment of a loan does not automatically result in retirement of the corresponding stock or participation certificates. Each customer purchasing capital stock is entitled to one vote as a stockholder regardless of the number of shares held. The customer acquires ownership of the capital stock at the time the loan is made. Regulatory Capitalization Requirements and Restrictions The Farm Credit Administration’s capital adequacy regulations require us to accumulate and maintain permanent capital of at least 7 percent of risk-adjusted assets and off-balance-sheet commitments. Failure to meet the 7 percent capital requirement can initiate certain mandatory and possibly additional discretionary actions by the Farm Credit Administration that, if undertaken, could have a direct material effect on our consolidated financial statements. We are prohibited from reducing permanent capital by retiring stock or making certain other distributions to stockholders unless the prescribed permanent capital standards are met and maintained. Farm Credit Administration regulations also require that additional minimum standards for capital be achieved. These standards require all Farm Credit System institutions to achieve and maintain ratios of total surplus as a percentage of risk-adjusted assets of 7 percent and of core surplus (generally retained earnings less investment in AgriBank, FCB) as a percentage of risk-adjusted assets of 3.5 percent. At December 31, 2012, our regulatory capital ratios were: • 14.86 percent for permanent capital, • 14.60 percent for total surplus, and • 14.60 percent for core surplus. Protected Members’ Equity Protection of certain members’ equity is provided under the Farm Credit Act of 1971. We are required to retire protected members’ equity at par value or stated value regardless of its book value. Protected members’ equity includes capital stock and participation certificates that were issued or allocated prior to October 6, 1988. If an association is unable to retire protected members’ equity at par value or stated value, amounts required to retire this stock would be obtained from the Farm Credit Insurance Fund. All protected members’ equity had been retired at December 31, 2012. Capital Stock and Participation Certificates In accordance with the Farm Credit Act of 1971, as amended, each borrower is required to invest in us as a condition of obtaining a loan. Our capitalization bylaws require a customer to invest in capital stock equal to $1,000 or 2 percent of the amount of the loan, We are not aware of any reason why the regulatory capital requirements would not be met during 2013. Effective January 1, 2003, we executed an Allotment Agreement with AgriBank, FCB that provides the methodology used to determine the amount of our investment in AgriBank, FCB that we count for regulatory permanent capital and total surplus ratio calculations. The amount is subject to change quarterly. At December 31, 2012, all of our investment in AgriBank, FCB is counted by AgriBank, FCB. A Farm Credit Administration regulation empowers it to direct a transfer of funds or equities by one or more Farm Credit System institutions to another institution of the Farm Credit System under specified circumstances. We have not been called upon to initiate any transfers and are not aware of any proposed action under this regulation. Farm Credit Services of America, ACA Notes to Consolidated Financial Statements Description of Equities The following table presents information regarding the classes and number of shares of stock outstanding as of December 31, 2012. All shares are at-risk and have a par or stated value of $5 per share. Shares Outstanding Class D common stock 9,196,084 Class E common stock 199,553 Our bylaws authorize us to issue up to 4,980,885 shares of Class B common stock, an unlimited number of shares of Class D common stock and Class E common stock, and up to 141,641 units of participation certificates with a par or face value of $5 per share. Since Class B common stock and participation certificates were issued to qualified customers prior to October 6, 1988, no additional shares or units will be issued. At December 31, 2012, all shares of Class B common stock and all participation certificates have been retired. Class B common stock is voting and was issued solely to qualified customers before October 6, 1988. Class B common stock may be retired at the discretion of the Board and, if retired, is retired at its par or stated value as described earlier. Class D common stock is voting and is issued solely to a farmer, rancher, or producer or harvester of aquatic products who obtains a loan after October 5, 1988. Class E common stock has no voting rights and is issued to customers to capitalize rural home and farm-related business loans or to become eligible for financial services after October 5, 1988. Class D common stock and Class E common stock may be retired at the discretion of the Board, at book value not to exceed par, provided we meet minimum capital adequacy standards under Farm Credit Administration regulations. Participation certificates were issued prior to October 6, 1988, to capitalize rural home and farm-related business loans. Participation certificates have no voting rights and may be retired at the discretion of the Board, at par or stated value. Subject to our policies, stock and participation certificates are transferable to any person eligible to hold the respective class of stock. Class D common stock and Class E common stock cannot be transferred when we do not meet capital adequacy standards under Farm Credit Administration regulations. At any time within two years after the loan of a customer is repaid in full, any voting stock held by the customer is converted to nonvoting stock. The nonvoting stock may be converted back to voting stock if the owner of the stock borrows additional funds. As determined by the Board of Directors, we may declare dividends in stock, cash or any combination provided we meet capital adequacy standards under Farm Credit Administration regulations and no stock is impaired. Losses that result in impairment of stock and participation certificates will be allocated ratably to stock and participation certificates. In the event we would liquidate or dissolve, any assets remaining after payment or retirement of all liabilities would be distributed to the holders of stock in the following order of priority: • fi rst, to the holders of common stock and participation certificates, equally and pro rata in proportion to the number of shares or units of common stock and participation certificates issued and outstanding, until an amount equal to the aggregate par value of all common stock and participation certificates has been distributed; • second, to the holders of allocated surplus pro rata, on the basis of oldest allocations first, until an amount equal to the total account has been distributed; and • third, any remaining assets would be distributed among current and former stockholders in the proportion which the aggregate patronage of each stockholder bears to the total patronage of all current and former stockholders, to the extent practicable and as determined by the Board unless otherwise provided by law. Stock and participation certificates issued prior to October 6, 1988, were protected under the Farm Credit Act. Patronage Distributions Subject to the Farm Credit Act and Farm Credit Administration regulations, and provided that at the time of declaration no class of stock is impaired, patronage distributions may be declared and paid in amounts determined by the Board of Directors. Patronage distributions may be paid in any class of stock that the recipient is eligible to hold, in allocated surplus, in cash, in qualified or nonqualified notices of allocation, or in any combination, and must be paid on an equitable and nondiscriminatory basis as determined by the Board of Directors. The Board of Directors declared cash patronage distributions, referred to as cash-back dividends, of $130 million in 2012, $130 million in 2011 and $110 million in 2010. In addition, the 2012, 2011 and 2010 patronage programs provided for nonqualified patronage distributions that are not intended to be redeemed except in the unlikely event of liquidation. We are prohibited from distributing earnings on a patronage basis to the extent they would reduce our permanent capital ratio below the Farm Credit Administration’s minimum permanent capital adequacy requirements. We do not foresee any events that would result in this prohibition in 2013. Note 9 – Employee Benefit Plans We participate in the benefits plans administered by Farm Credit Foundations, a service corporation for Farm Credit System entities. The Farm Credit Foundations Plan Sponsor and Trust Committees provide consideration and oversight of the benefit plans. The governance committees are either elected or appointed representatives (senior leadership 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 administration functions. We have representation on both committees. pg. 59 Farm Credit Services of America, ACA Notes to Consolidated Financial Statements Employer expense for the retirement savings plans outlined below is included in “Salaries and employee benefits” on the Consolidated Statement of Income and was $10.5 million for 2012, $9.6 million for 2011 and $9.0 million for 2010. Note 10 – Income Taxes Our provision for income taxes follows (in thousands): Year Ended December 31, Defined Contribution Plan We participate in a defined contribution plan for benefits eligible employees. Employee contributions are matched dollar for dollar up to a maximum of 6 percent of the employee’s compensation on both pre-tax and post-tax contributions. We also contribute a fixed 3 percent of the employee’s compensation to the plan. For employees hired prior to January 1, 1991, the percentage is based on the employee’s years of service and is a fixed contribution that does not change from year to year. The plan is a qualified plan under the Internal Revenue Code up to the limits provided under the Internal Revenue Code. For employees hired prior to January 1, 2007, an additional amount known as the Integrated Employer Non-Elective Contribution is contributed to the plan for the portion of compensation exceeding the Federal Insurance Contribution Act tax base (Social Security tax limit). Nonqualified Deferred Compensation Plan The Nonqualified Deferred Compensation Plan serves two purposes. The plan provides for employer matching or fixed contributions that exceed the Internal Revenue Code limits. In addition, eligible employees may defer a portion of his/her salary, variable pay and other compensation. Under the plan, eligible participants include the Chief Executive Officer (CEO) and other individuals who must meet certain qualifications. 2012 2011 $5,297 $11,203 $(180) 1,451 2,084 1,026 6,748 13,287 846 (1,827) (3,691) (466) (101) (189) (72) (1,928) (3,880) (538) $4,820 $ 9,407 $ 308 2010 Current: Federal State Deferred: Federal State Total provision for income taxes The decrease in provision for taxes for 2012 is primarily due to 2011 differences between estimated deductions used in provision calculations and actual tax deductions per the tax returns. These differences created an adjustment to the 2011 provision and had a similar effect on the 2012 provision. The following table calculates the differences between the provision for income taxes and income taxes at the statutory rates (in thousands): Year Ended December 31, 2012 2011 2010 Pre-409A Frozen Nonqualified Deferred Federal tax at statutory rate $170,067 $163,034 $146,810 Compensation Plan State tax, net 526 1,441 748 We also participate in the Pre-409A Frozen Nonqualified Deferred Compensation Plan. This plan serves the same purposes as the Nonqualified Deferred Compensation Plan. However, the plan was frozen effective January 1, 2007. As such, no additional participants are eligible to enter the plan and no additional employer contributions are made to the plan. Tax effect of: Retiree Health Care Provision for income taxes We provide a health care subsidy to retired employees under the age of 65 who meet certain age and service requirements. Employees hired January 1, 2002, or later are not eligible for the subsidy. The subsidy is not considered material to our financial position. Defined Benefit Pension Plan We do not have any defined benefit pension plan or supplemental pension plans for the Chief Executive Officer, senior officers or any employees; therefore, we have no current or future liability for such a plan. (129,705) (112,095) (108,533) eferred tax valuation D allowance 1,903 (3,114) (992) Patronage distribution (35,725) (37,448) (31,097) (2,246) (2,411) Exempt FLCA earnings Other $ 4,820 $ 9,407 (6,628) $ 308 Farm Credit Services of America, ACA Notes to Consolidated Financial Statements The following table provides the components of deferred tax assets and liabilities (in thousands): Year Ended December 31, 2012 2011 2010 $13,354 $11,979 $16,331 Nonaccrual loan interest 3,638 3,014 1,801 AgDirect servicing fee 4,488 3,161 Postretirement benefit liability 195 195 166 Other 946 980 781 22,621 19,329 19,079 (17,273) (15,370) (18,485) (539) (1,054) Allowance for loan losses Deferred tax asset Deferred tax asset valuation allowance Short-term incentive expense Net deferred tax asset (liability) – $ 5,348 $ 3,420 – $ Note 11 – Related Party Transactions In the ordinary course of business, we may enter into loan transactions with our employees, directors and other organizations with whom such persons may be associated. These loans are subject to special approval requirements contained in the Farm Credit Administration regulations and/or our policy, and are made on the same terms, including interest rates and collateral, as those prevailing at that time for comparable transactions with unrelated customers. Total loans to these persons at December 31, 2012, amounted to $104.1 million compared to $98.5 million at December 31, 2011, and $77.0 million at December 31, 2010. In our opinion, these loans outstanding at December 31, 2012, did not involve more than a normal risk of collectibility. Note 12 – Commitments and Contingencies (460) We adopted an annual patronage program beginning in 2004. Since the qualified cash distributions are estimated to substantially reduce our taxable income, a valuation reserve has been established beginning December 31, 2004, for the portion of the net deferred tax asset for which timing reversals are uncertain. Deferred income taxes have not been provided on patronage distributions from AgriBank, FCB prior to January 1, 1993, the adoption date of the Financial Accounting Standards Board guidance on income taxes. Our intent is: • t o permanently invest these and other undistributed earnings in AgriBank, FCB, which indefinitely postpones their conversion to cash, or • to pass through any distribution related to pre-1993 earnings to our borrowers through qualified patronage allocations. We have also not recorded deferred income taxes on amounts allocated to us that relate to AgriBank, FCB’s post-1992 earnings to the extent that these earnings will be passed through to our borrowers through qualified patronage allocations. Additionally, deferred income taxes have not been provided on AgriBank, FCB’s post-1992 unallocated earnings. AgriBank, FCB currently has no plans to distribute unallocated earnings to us, and we do not contemplate circumstances that, if distributions were made under our current structure, would result in taxes being paid. We have also not recorded deferred income taxes on accumulated FLCA earnings of $2.4 billion, as it is our intent to permanently maintain this investment in the FLCA subsidiary or to distribute the earnings to stockholders in a manner that results in no additional tax liability. We recognize interest and penalties related to unrecognized tax benefits as an adjustment to income tax expense. There were no unrecognized tax benefits at December 31, 2012. In the normal course of business, we have various outstanding commitments and contingent liabilities, such as commitments to extend credit, which are not reflected in the accompanying consolidated financial statements. Commitments to extend credit are agreements to lend to a customer as long as there is not a violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments may expire without being drawn upon, the total commitments do not necessarily represent future cash requirements. We evaluate each customer’s credit worthiness on a case-by-case basis using the same credit policies as for on-balance-sheet financial instruments. The amount of collateral obtained, if deemed necessary upon extension of credit, is based on our credit evaluation of the counterparty. Collateral held upon exercise of commitments varies, but may include accounts receivable, inventory, property, plant and equipment, and incomeproducing property. We had remaining commitments for additional borrowing at December 31, 2012, of approximately $5.3 billion. We also participate in standby letters of credit to satisfy the financing needs of customers. These letters of credit are irrevocable agreements to guarantee payments of specified financial obligations. At December 31, 2012, $131.4 million of standby letters of credit were outstanding. Outstanding standby letters of credit have expiration dates ranging to 2028. The maximum potential amount of future payments we are required to make under the guarantees is equal to the total amount of the letters of credit outstanding. Actions are pending against us in which claims for money damages are asserted. In our opinion, based on current information, the ultimate liability, if any, would not have a material impact on our financial position. pg. 61 Farm Credit Services of America, ACA Notes to Consolidated Financial Statements Note 13 – Fair Value Measurements The Financial Accounting Standards Board guidance on Fair Value Measurements and Disclosures defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. The guidance also establishes a fair value hierarchy, with three levels of inputs that may be used to measure fair value. See Note 2, “Summary of Significant Accounting Policies,” for a more complete description of the three input levels. We do not have any assets or liabilities measured at fair value on a recurring basis. We may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis. The following tables provide information on assets measured at fair value on a nonrecurring basis (in thousands): As of December 31, 2012 Fair Value Measurement Using Total Losses (Gains) Level 1 Level 2 Level 3 Fair Value Loans – – $16,552 $16,552 $(4,994) Other property owned – – $4,951 $4,951 $291 As of December 31, 2011 Fair Value Measurement Using Level 1 Level 2 Level 3 Fair Value Total (Gains) Loans – – $33,571 $33,571 $(6,136) Other property owned – – $4,429 $4,429 $(113) As of December 31, 2010 Fair Value Measurement Using Level 1 Level 2 Level 3 Loans – – $44,342 Other property owned – – $6,901 Fair Value Total (Gains) $44,342 $(16,747) $6,901 $(3,742) The amount of loans in the previous tables represents the fair value of certain loans that were evaluated for impairment based on the estimated appraised value of the underlying collateral. The fair value measurement process uses independent appraisals and other market-based information, but in many cases, it also requires significant input based on our knowledge of and judgment about current market conditions, specific issues relating to the collateral and other matters. As a result, these fair value measurements fall within Level 3 of the hierarchy. When the value of the collateral, less estimated costs to sell, is less than the carrying value of the loan, a specific reserve is established. The amount of other property owned represents the fair value and related losses/(gains) of foreclosed assets that were measured at fair value based on the collateral value. Costs to sell represent transaction costs and are not included as a component of the asset’s fair value. Note 14 – Fair Value of Financial Instruments Quoted market prices are generally not available for our financial instruments. Accordingly, we base fair values on: • • • • • judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, credit risk, and other factors. These estimates involve uncertainties and matters of judgment and cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Estimating the fair value of our investment in AgriBank, FCB is not practical because the stock is not traded. As discussed in Note 2, “Summary of Significant Accounting Policies,” and Note 7, “Notes Payable,” the investment is a requirement of borrowing from AgriBank, FCB. Estimating the fair value of the AgDirect, LLP investment in AgriBank, FCB is also not practical because the stock is not traded. Details of this investment are discussed in Note 2, “Summary of Significant Accounting Policies,” and Note 5, “AgDirect, LLP Investment in AgriBank, FCB.” A description of the methods and assumptions used to estimate the fair value of each class of our financial instruments, for which it is practicable to estimate that value, follows: Loans: The estimate of the fair value of loan assets is determined by discounting the expected future cash flows using current interest rates. Current interest rates are estimated based on similar loans made or loans repriced to borrowers with similar credit risk. This methodology is used because no active market exists for the vast majority of these loans. Since the discount rates are based upon internal pricing mechanisms and other estimates, we cannot determine whether the fair values presented would equal the exit price negotiated in an actual sale. Furthermore, certain statutory or regulatory factors not considered in the valuation, such as the unique statutory rights of Farm Credit System borrowers, could render our portfolio unmarketable outside the Farm Credit System. We segregate the loan portfolio into pools of loans with homogenous characteristics for purposes of determining the impact of interest rate movements on the fair value of accruing loans. Farm Credit Services of America, ACA Notes to Consolidated Financial Statements The expected future cash flows and interest rates are separately determined for each individual pool. The expected future cash flows of the entire accruing loan portfolio are then discounted at interest rates adjusted for the impact of changes in credit quality to determine the impact of movements in credit quality on the fair value of accruing loans. Fair value of nonaccrual loans, current as to principal and interest, are discounted with appropriately higher rates, reflecting the uncertainty of continued cash flows. We assume that for noncurrent nonaccrual loans, collection will result only from the sale of the underlying collateral. Fair value is estimated to equal the total net realizable value of the underlying collateral, discounted at an interest rate that appropriately reflects the uncertainty of the expected future cash flows over the average disposal period. We use the legal obligation if the net realizable value of the collateral exceeds the legal obligation for a particular loan. Notes Payable: Estimating the fair value of the notes payable to AgriBank, FCB is determined by segregating the note into pricing pools according to the types and terms of the underlying loans funded. We discount the estimated cash flows from these pools using the current rate charged by AgriBank, FCB for additional borrowings with similar characteristics. Commitments to Extend Credit: The fair value of commitments and letters of credit is estimated by determining the change in the inherent credit loss in such instruments since their origination and by an estimation of the compensation that an external party would require to assume the potential liability on letters of credit. The estimated fair values of our financial instruments are as follows (in thousands): December 31, 2011 Carrying Amount Fair Value Financial assets: Loans Less allowance for loan losses Loans, net $15,890,986 58,000 $15,832,986 $16,257,124 $13,720,771 $13,984,838 Financial liabilities: Notes payable Unrecognized financial instruments: Commitments to extend credit and letters of credit $(6,111) December 31, 2010 Carrying Amount Fair Value Financial assets: Loans Less allowance for loan losses Loans, net $15,545,238 84,000 $15,461,238 $15,588,845 $13,623,203 $13,652,431 Financial liabilities: Notes payable Unrecognized financial instruments: Commitments to extend credit and letters of credit $(6,325) December 31, 2012 Carrying Amount Fair Value Financial assets: Loans Less allowance for loan losses Loans, net $18,489,616 60,000 $18,429,616 $18,797,644 $16,060,763 $16,283,838 Financial liabilities: Notes payable Unrecognized financial instruments: C ommitments to extend credit and letters of credit $(5,755) Note 15 – Subsequent Events We have evaluated subsequent events through March 6, 2013, which is the date the financial statements were available to be issued. There have been no material subsequent events that would require recognition in our 2012 consolidated financial statements or disclosure in the notes to those financial statements. pg. 63 Farm Credit Services of America, ACA Disclosure Information Required by Farm Credit Administration Regulations (Unaudited) Description of Business Description of Liabilities The description of the territory served, persons eligible to borrow, types of lending activities engaged in, financial services offered and related Farm Credit System institutions required to be disclosed in this section are incorporated herein by reference from Note 1 to the consolidated financial statements, “Organization and Operations,” included in this annual report to stockholders. The description of significant developments that had, or could have, a material impact on earnings, interest rates to customers, acquisitions or dispositions of material assets, and material changes in the manner of conducting the business, if any, required to be disclosed in this section are incorporated herein by reference from “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in this annual report to stockholders. The description of debt outstanding required to be disclosed in Description of Property Our corporate office is located in Omaha, Nebraska, and is owned. The locations of our retail offices are incorporated herein by reference to the last page of this annual report to stockholders. The location in Columbus, Nebraska, is leased and all other retail office locations are owned. Construction was completed in O’Neill, Nebraska, and Huron, South Dakota, in 2012. Construction is in progress in Columbus, Nebraska, and Watertown, South Dakota. These projects will be completed in 2013. Legal Proceedings Information required to be disclosed in this section is incorporated herein by reference from Note 12 to the consolidated financial statements, “Commitments and Contingencies,” included in this annual report to stockholders. this section is incorporated herein by reference from Note 7 to the consolidated financial statements, “Notes Payable,” included in this annual report to stockholders. The description of contingent liabilities required to be disclosed in this section is incorporated herein by reference from Note 12 to the consolidated financial statements, “Commitments and Contingencies,” included in this annual report to stockholders. Customer Privacy Customer privacy is important to us. We hold customer financial and other personal information in strict confidence. We do not sell or trade customers’ personal information to marketing companies or information brokers for their use. By Farm Credit Administration regulations, we are required to provide a list of current stockholders to any stockholder who requests such information for defined purposes. Additional information regarding this Farm Credit Administration rule governing the disclosure of customer information can be obtained by contacting the Farm Credit Administration or our Legal team at PO Box 2409, Omaha, NE 68103-2409. Financial and Supervisory Relationship with the Association’s Funding Bank Information required to be disclosed in this section is incorporated herein by reference from the “Relationship with AgriBank, FCB” section of “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and from Note 7 to the consolidated financial statements, “Notes Payable.” Selected Financial Data Description of Capital Structure Information required to be disclosed in this section is incorporated herein by reference from Note 8 to the consolidated financial statements, “Members’ Equity,” included in this annual report to stockholders. The selected financial data for the five years ended December 31, 2012, required to be disclosed in this section is incorporated herein by reference from the “Consolidated Five-Year Summary of Selected Financial Data” included in this annual report to stockholders. Management’s Discussion and Analysis of Financial Condition and Results of Operations “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which appears in this annual report to stockholders and is required to be disclosed in this section, is incorporated herein by reference. Farm Credit Services of America, ACA Disclosure Information Required by Farm Credit Administration Regulations (Unaudited) Directors and Compensation of Directors The listing of directors, term of office, business experience during the past five years, principal occupation and employment during the past five years, and any other business interests, which are required to be disclosed in this section, are incorporated herein by reference from the “FCSAmerica ACA Directors” section in this annual report to stockholders. Our bylaws permit compensation of directors for service at board and committee meetings, special assignments and travel time associated with those meetings. Per diem and monthly retainers were as follows for 2012: Period Per Diem Monthly Retainer January 1, 2012 – June 30, 2012 $400 Board Chairperson – $2,000 Board First and Second Vice-Chairpersons and Committee Chairpersons – $1,700 All other directors – $1,500 July 1, 2012 – December 31, 2012 $500 Board Chairperson – $2,300 Board First and Second Vice-Chairpersons and Committee Chairpersons – $2,000 All other directors – $1,800 Compensation information for each director who served in 2012 follows: Number of Days At Name 2012 Board Committee Assignment(s) Board Meetings Other Official Duties Committee Compensation** Total 2012 Compensation Robert Bruxvoort, Board Chairperson Executive* 7.5 47.5 $1,350 $ 49,900 Margaret Doyle Compensation/ Human Resources* 7.5 27.5 $1,650 38,100 Jim Ehlers Compensation/ Human Resources 7.5 36.5 $1,650 39,400 Richard Hall Business Risk* 7.5 27.0 $1,400 37,250 Jeremy Heitmann, Board First Vice-Chairperson Executive, Compensation/ Human Resources 7.5 36.5 $2,100 41,950 Steve Henry Audit 7.5 23.5 $1,150 34,150 Nicholas Hunt, Board Second Vice-Chairperson Executive, Business Risk 7.5 38.5 $2,100 42,350 Robert Joki Audit 7.5 45.5 $1,350 43,500 Cris Miller Business Risk 7.5 32.0 $1,400 37,750 Randy Peters Governance 7.5 29.5 $1,150 36,500 John Reisch Business Risk 7.5 37.5 $1,400 40,050 Dan Shaw Compensation/ Human Resources 7.5 40.5 $1,650 42,200 Nancy Tarver Governance* 7.5 50.5 $1,150 47,750 Jon Van Beek Audit 7.5 37.0 $1,350 39,650 Nick Vande Weerd Governance 7.5 34.5 $1,150 38,300 Kim Vanneman Governance 7.5 46.0 $1,150 44,850 Jennifer Zessin Audit* 7.5 45.0 $1,350 45,200 Total Compensation *Denotes committee chair. **Included in total compensation. Total compensation is rounded to the nearest dollar and includes retainers and all per diems paid in 2012. $698,850 pg. 65 Farm Credit Services of America, ACA Disclosure Information Required by Farm Credit Administration Regulations (Unaudited) Compensation of CEO and Senior Officers The CEO and senior officers as of December 31, 2012, are shown below. Name Current Position Date Started in Current Position Douglas Stark President and CEO March 2005 Michael Barrett Senior Vice President – Insurance April 2007 Robert Campbell Senior Vice President April 1999 – Scott Coziahr* Senior Vice President – General Counsel February 2006 – Frank W. (Bill) Davis Senior Vice President – Chief Credit Officer July 2005 – Ann Finkner Senior Vice President – Chief Administrative Officer July 2005 – James M. (Mark) Jensen Senior Vice President – Enterprise Risk Management July 2005 – Kenneth Keegan Executive Vice President – Chief Risk Officer January 2012 Craig Kinnison Senior Vice President – Chief Financial Officer November 2006 – Jim Knuth Senior Vice President September 2001 – David Martin Senior Vice President – Chief Strategy Officer December 2008 Neil Olsen Executive Vice President January 1998 James Roberge Senior Vice President – Commercial Lending March 2012 Robert Schmidt Senior Vice President May 1999 *Scott Coziahr is also managing member of JDI Properties, LLC, a residential rental property company. Previous Position(s) During Past Five Years – Vice President – Lending Senior Vice President – Chief Risk Officer Senior Vice President – Chief Information Officer – CoBank – Regional Manager, Minneapolis Banking Center, 2009 to March 2012; CoBank/Farm Credit Leasing – Senior Vice President Capital Markets and Transportation, 2007 to 2009 – Farm Credit Services of America, ACA Disclosure Information Required by Farm Credit Administration Regulations (Unaudited) Compensation Overview: The Association’s compensation programs are designed to provide competitive pay opportunities, including base salary and incentives, that attract, retain and motivate a specialized, actively engaged and diverse workforce while achieving desired business results aligned with the best interests of our shareholders. The design and governance of our CEO and senior officer compensation program is consistent with prudent risk management standards and provides total compensation that promotes our mission to ensure a safe, sound and dependable source of credit and related services for agriculture and rural America. The design of the compensation program supports our risk management goals through a set of checks and balances, including (1) a competitive mix of base salary and variable pay, (2) a balanced use of performance measures that are risk-adjusted where appropriate, (3) a pay-forperformance process that allocates individual awards based on individual performance and contributions, and (4) a long-term portion of variable pay to encourage retention and alignment with shareholder interests. Compensation for the CEO and senior officers includes base salary, short-term incentive plan opportunity and long-term incentive plan opportunity. Compensation for all other employees includes base salary and short-term incentive plan opportunity. Base Salaries: Base salaries for all employees, including the CEO and senior officers, are determined based upon position and responsibilities, performance and competitive market compensation data. CEO and senior officers’ base salaries are reviewed and approved by the Board of Directors. Employer expense for base salaries is included in “Salaries and employee benefits” on the Consolidated Statement of Income. Short-Term Incentive: Each year the Board of Directors approves the short-term incentive plan, including the performance measures. The senior officers participate in the annual short-term incentive plan along with the other eligible Association employees. Select employees must sign an assignment, nonsolicitation and nondisclosure agreement to participate in the short-term incentive plan. Payouts under the short-term incentive plan are based on financial and business results, company initiatives and credit performance measures, and approved by the Board of Directors. Payouts are not provided unless specific levels of performance are achieved. No more than one-half of the short-term incentive plan award opportunity may be paid in the fourth quarter of the plan year (first award payout), and the remainder of the award payout (final award payout) is paid no later than two and one-half months into the next year. The first award payout is based on the actual results achieved as of September 30 for select performance measures. The final award payout is based upon the year-end results net of the first award payout. The first payout under the 2012 short-term incentive plan occurred in November 2012. The second and final payout occurred in February 2013 and was net of the November 2012 payout. The CEO’s short-term incentive opportunity is established by the Board of Directors. The Board has full discretion as to the amount of any payout to the CEO under the short-term incentive plan and has historically used the results from the short-term incentive plan to determine the payout amount. Employer expense for the annual short-term incentive plan is included in “Salaries and employee benefits” on the Consolidated Statement of Income. Expense was $22.5 million for 2012, $18.9 million for 2011, and $20.2 million for 2010. Long-Term Incentive: The CEO and senior officers are eligible for long-term senior officer incentive plans. The long-term incentive plans were approved by the Board of Directors to align CEO and senior officer compensation with the strategic business plan and the goals of the Association while providing the opportunity for competitive market-based compensation at a level that will attract, retain and reward key staff for the accomplishment of Association goals. The CEO and senior officers must sign an assignment, nonsolicitation and nondisclosure agreement to participate. The plans are nonqualified performance unit plans that are effective January 1, 2010, through December 31, 2012; January 1, 2011, through December 31, 2013; and January 1, 2012, through December 31, 2014. The plans have independent performance goals measured over the three-year term of the plans that include core return on assets, customer loyalty/experience index, employee engagement, adverse assets to risk funds and nonaccrual loans to total classified assets. Payments are made within 75 days after the end of each three-year plan’s term. The Board of Directors approves the total dollars available for the long-term incentive plans, which are then converted into units. The value of each unit is determined by the results achieved toward the established goals. The CEO has discretion as to the distribution of the units to the senior officers for each three-year plan and is based on consideration of market compensation and individual contributions and performance. The CEO’s long-term incentive opportunity is established by the Board of Directors. The Board has full discretion as to the amount of any payout to the CEO under the long-term incentive plan and has historically used the results from the long-term senior officer incentive plan to determine the payout amount. A liability and salary and benefits expense of $2.2 million in 2012, $2.3 million in 2011, and $1.5 million in 2010 were recorded for the estimated long-term incentive payouts attributable to these years. The payout for the 2010–2012 plan occurred in February 2013 and is reflected in the Summary Compensation Table in the “Long-Term Incentive” column for the calendar year 2012. The payouts for the 2008–2010 and the 2009–2011 plans were paid in the first quarter of 2011 and first quarter of 2012 respectively, and are reflected in the Summary Compensation Table in the “Long-Term Incentive” column for the calendar years 2010 and 2011. The following Summary Compensation Table includes compensation paid to the CEO and the senior officers during fiscal years 2012, 2011, and 2010, and includes short-term and long-term incentive compensation earned during the respective fiscal year. pg. 67 Farm Credit Services of America, ACA Disclosure Information Required by Farm Credit Administration Regulations (Unaudited) Summary Compensation Table Name of CEO Year Salary Short-Term Incentive(1) Long-Term Incentive(2) Other Total Douglas Stark, CEO 2012 $525,000 $257,463 $297,000 – $1,079,463 Douglas Stark, CEO 2011 $475,000 $233,535 $280,000 – $988,535 Douglas Stark, CEO 2010 $440,000 $246,910 $210,316 – $897,226 Aggregate No. of Sr. Officers in Year Excluding CEO(3) Year Salary Short-Term Incentive(1) Long-Term Incentive(2) Other(4) Total 13 2012 $3,066,119 $1,637,292 $1,481,625 $15,000 $6,200,036 13 2011 $2,947,607 $1,592,796 $1,157,206 – $5,697,609 13 2010 $2,875,500 $1,819,942 $819,448 – $5,514,890 Incentive earned in the fiscal year. Incentive earned at the end of the respective three-year long-term incentive plan. (3) Includes employees designated as senior officers at any time during the fiscal year. (4) One-time bonus. (1) (2) Disclosure of the total compensation paid during 2012 to any senior officer included in the Summary Compensation Table is available to stockholders upon written request to Farm Credit Services of America, PO Box 2409, Omaha, NE 68103-2409. Farm Credit Administration regulations require a nonbinding vote by the voting stockholders, also referred to as an advisory vote, to be held if compensation, as reported in the December 31, 2013, annual report, for either the CEO or the aggregate senior officer group increased 15 percent or more from December 31, 2012. Additionally, in accordance with Farm Credit Administration regulations, an advisory vote on CEO and/or senior officer compensation is required when 5 percent of the voting stockholders petition for such vote. Although the advisory votes are nonbinding, our Board of Directors will take into consideration the outcome of the vote when making future CEO and senior officer compensation decisions. Travel, Subsistence and Other Related Expenses Director reimbursements for travel, subsistence and related expenses are set forth in the Board’s Governance Guidelines. The policy regarding employee reimbursements is set forth in the Human Resources Manual. Each provides authority for and control over reimbursement of travel and subsistence expenses for authorized individuals traveling on official business. Copies of the related Governance Guidelines and Human Resources Manual provisions are available to our stockholders upon written request to Farm Credit Services of America, PO Box 2409, Omaha, NE 68103-2409. The aggregate amount of reimbursement for travel, subsistence and other related expenses for all our directors was $375,544 in 2012, $344,705 in 2011 and $253,098 in 2010. Transactions with Directors, Senior Officers and Employees Directors and certain employees may obtain loans from us, provided they meet all eligibility requirements and provided that such loans are made on the same terms available to other customers. Approval of AgriBank, FCB is required for loans to our directors and employees, and for loans to any customer if a director or employee is to receive more than $100,000 of the loan proceeds, has a significant personal interest in the loan or its security, may exercise control over the customer, or guarantees or cosigns a loan in excess of $100,000. Further, directors and employees are required to refrain from taking any part in the consideration or decision on any loan in which they or their relatives have an interest. Our bylaws and policies require that directors’ loans be maintained at a high level of credit quality. Any director whose loan is classified “substandard” must prepare and obtain approval of a plan to improve and upgrade the loan within a specified period of time. For directors, failure to comply with our bylaws and policies would result in the director’s position being vacated. Directors whose loans are classified “doubtful” or “loss,” or have any portion of a loan charged off, must resign immediately. The Farm Credit Act and Farm Credit Administration regulations require certain disclosures to stockholders concerning loans to directors and employees, their relatives, organizations with which they are affiliated or entities that they may control. Disclosure is required where such loans were made on terms other than those available to other customers, or where such loans are considered to have more than a normal risk of collectibility. None of our loans made to directors or employees, their relatives, affiliated organizations Farm Credit Services of America, ACA Disclosure Information Required by Farm Credit Administration Regulations (Unaudited) or entities they may control were made on terms other than those available to all customers, nor were any such loans considered to have more than a normal risk of collectibility. Director, senior officer and employee nonloan transactions with us are regulated by our policy. Concerning property acquired in satisfaction of debt, this policy: • prohibits lease or purchase by senior officers and employees; • permits lease or purchase by directors, with prior approval, provided that the transaction is on the same terms available to others and is accomplished in a manner ensuring an “arm’s-length” transaction. Financial Statements The “Consolidated Financial Statements,” “Notes to Consolidated Financial Statements,” “Report of Management,” “Report on Internal Control Over Financial Reporting,” “Report of Audit Committee” and “Independent Auditor’s Report” required to be disclosed in this section are incorporated herein by reference from this annual report to stockholders. Credit and Services to Young, Beginning and Small Producers Concerning other transactions, the policy: • r equires prior reporting and approval for the purchase of property, which, within 12 months, was mortgaged to any Farm Credit System institution; • permits directors, senior officers and employees to purchase premises and equipment owned by us, provided no undue advantage is accorded them in connection with such purchase. The Farm Credit Act and Farm Credit Administration regulations also require certain disclosures to stockholders concerning nonloan transactions a director or senior officer, or any of his or her relatives, affiliated organizations or entities he or she may control have with us. Such disclosure is required if such transactions did not involve competitive bidding, involved amounts over $5,000 or provided a special benefit to the director or senior officer. No such transactions took place during 2012. Involvement in Certain Legal Proceedings There were no material legal proceedings or enforcement actions involving Farm Credit Services of America, our directors or senior officers that require disclosure in this section. Relationship with Qualified Public Accountant PricewaterhouseCoopers LLP serves as our qualified public accountant. There were no changes in our qualified public accountant since the prior annual report to stockholders, and there were no material disagreements on any matter of accounting principles or financial statement disclosures during this period. Expenses recognized in the 2012 consolidated financial statements for services provided by PricewaterhouseCoopers LLP were approved by the Board Audit Committee and include $195,607 for audit services. We have specific programs in place to serve the credit and related needs of young, beginning and small producers in our territory. The definitions of young, beginning and small producers follow: Definitions • Young – producers age 35 and under. • Beginning – any producer with 10 years or less of production agriculture as his or her primary source of income. • Small – any producer who generates less than $250,000 in annual gross sales of agricultural products. Program Elements There are several key elements to our standard loan programs, as well as the Young & Beginning Program, which allow us to serve the needs within the young-, beginning- and small-producer segments: Conventional Loans: Producers age 35 and under, or with 10 years or less farming or ranching experience, who have sufficient capacity, credit history or financial backing to meet our traditional loan approval standards. AgStart Loans: Producers age 35 and under, or with 10 years or less experience, can benefit from modified credit approval standards to help get them started. Youth in Agriculture Loans: Individual student project loans, up to $2,500, offer future producers firsthand experience in business planning agriculture financing. Breeding Livestock Loans: The breeding livestock loan program for youth provides loans for terms of 1–5 years, up to $10,205 plus the stock, for the purpose of purchasing breeding livestock. These loans require a cosigner of legal age and are approved based on the strength and credit scores of the cosigner. pg. 69 Farm Credit Services of America, ACA Disclosure Information Required by Farm Credit Administration Regulations (Unaudited) Educational and Finance Sponsorships: We provide donations and sponsor state and local Future Farmers of America (FFA) activities and conventions, state 4-H activities and conventions, and agricultural leadership programs. College Scholarships: Each year, we offer twelve $2,000 scholarships to qualified students studying agriculture at land-grant universities within our four-state territory. In addition, we will also offer twenty-two $500 scholarships to qualified students studying agriculture at selected junior colleges within our four-state territory. Small-Producer Financing: Small producers are served primarily through three loan programs: Country Home Loans, AgDirect and our retail office underwriting. All of these programs are designed to meet the needs of small producers, part-time farmers or rural residents with a convenient and efficient delivery of financial services. Small producers who also meet the definition of young or beginning are eligible for the Young & Beginning Program. data, 67,408 operations have gross farm income of less than $10,000, representing less than 1 percent of the total farm sales of the small producers. We believe that farm income in these operations is incidental to total income and that our services are likely not needed or may not even be eligible under the Farm Credit Administration regulations. As of December 31, 2012, 37.81 percent of our new customers were considered small producers or those with less than $250,000 in gross farm income. Potential Customers* FCSAmerica Customers 2012 Percentage of New Customers Young 12,601 4,692 19.83% Beginning 36,902 6,475 29.01% 144,918 19,775 37.81% Small *2007 United States Department of Agriculture Census of Agriculture. Market Share** Credit Underwriting Standards Young and beginning producers who do not meet traditional credit standards are considered under an outreach loan program called AgStart. Through this program, applicants’ requests are analyzed and assessed based primarily on the character and capacity credit factors. Farm Service Agency guarantees are utilized, as deemed necessary, with additional support provided by our payment of the first $2,500 of external fees. As of December 31, 2012, AgStart customers account for 3,421 loans to 1,602 customers with an outstanding commitment of more than $407 million. Nearly $7.3 million was guaranteed by the Farm Service Agency and an additional $62.6 million in loan commitments associated with other Farm Service Agency programs. The AgStart program grew by 19.1 percent volume in 2012. Results and Goals Young and Beginning Segment: Our young and beginning definitions result in 12,601 potential young customers and 36,902 potential beginning customers in our territory, according to the 2007 United States Department of Agriculture Census of Agriculture. As of December 31, 2012, we had 4,692 young customers and 6,475 beginning customers, some of whom are accounted for in both categories. This equates to a young market share of 37.24 percent and a beginning market share of 17.55 percent. Total loan volume to young and beginning customers was just over $2 billion. Small-Producer Segment: According to 2007 United States Department of Agriculture Census of Agriculture data, 144,918 producers representing 87 percent of all producers in our four-state territory meet the definition of small (less than $250,000 in annual gross sales of agricultural products). The 2007 United States Department of Agriculture Census of Agriculture includes any operation with farm income in its definition of a farm. In the census 2012 Actual* 2013 Goals** 2014 Goals** Young 37.24% 38.00% 39.00% Beginning 17.55% 17.00% 18.00% Small 13.65% 17.00% 18.00% *In 2012, market share was computed by comparing the number of producers in the young, beginning or small categories maintaining a loan relationship with FCSAmerica to the total number of producers in those categories, according to the 2007 United States Department of Agriculture Census of Agriculture. ** For 2013, market share goals are computed by comparing 2007 data. Market share percentage goals have been adjusted for 2013 and 2014. Special Program Goal (AgStart): This program goal will positively affect all three young, beginning and small categories. Utilization of this outreach loan program is seen as a critical component of long-term success in the marketplace. The Association’s goal for years one, two and three is to increase AgStart customers at the rate of 115 per year. Related Services Young and Beginning Producer Conference: A Side-by-Side Young and Beginning Conference was held in Omaha, Nebraska, on August 7, 8 and 9, 2012. There were 42 young and beginning producers from across the four-state territory invited to the conference. The producers benefited from the opportunity to network with each other, from the information they received from the speakers, and by learning more about the Association and its leadership. The conference provided benefits to our Association by creating an opportunity for participants to become better-informed business managers and by building customer loyalty. Farm Credit Services of America, ACA Disclosure Information Required by Farm Credit Administration Regulations (Unaudited) Education and Finance Sponsorships: We awarded $36,500 in college scholarships at land-grant universities, community colleges and agriculture vocational-technical schools. Total use of the 2012 Youth in Agriculture Program was 56 loans with a balance of $146,803. In addition, more than $225,000 was donated to support FFA activities and conventions, state 4-H activities and conventions, agricultural leadership programs and funding of scholarships. Awareness Young and Beginning Team: We maintain a standing team of 8–10 employees who meet periodically to monitor, review and modify our Young & Beginning Program to most effectively meet the needs of the segment and the goals of the organization. The team continues to periodically rotate members as a way to bring new, innovative ideas to the team. Young and Beginning Producer Appointed to Board of Directors: In 2008, the Board of Directors established an Appointed Customer Director position. Jeremy Heitmann of Byron, Nebraska, was the first director to fill this Appointed Customer Director position, representing the young and beginning producer customer segment. As a successful candidate in 2010, he was elected to the Board effective January 1, 2011, and his current term will end March 31, 2014. To fill a vacancy of a young producer representing the agribusiness customer segment, the Board of Directors appointed Nick Vande Weerd of Brookings, South Dakota, to the Board effective November 1, 2011, and his current term will end March 31, 2016. pg. Farm Credit Services of America, ACA Disclosure Information Required by Farm Credit Administration Regulations (Unaudited) Farm Credit Services of America Retail Office Locations 4835 6th Avenue SE Aberdeen, SD 57401 81 33rd Street SW Huron, SD 57350 507 E. Highway 20 O’Neill, NE 68763 2390 Highway 2 Alliance, NE 69301 513 Court Street Imperial, NE 69033 700 Farm Credit Drive Ottumwa, IA 52501 4101 N. 6th Street Beatrice, NE 68310 4715 Second Avenue Kearney, NE 68847 105 Theater Circle Perry, IA 50220 535 S. 10th Avenue Broken Bow, NE 68822 855 Fallbrook Blvd. Lincoln, NE 68524 123 W. Missouri Avenue Pierre, SD 57501 919 Bella Vista Drive Carroll, IA 51401 1301 W. Main Street Manchester, IA 52057 2510 N. Plaza Drive Rapid City, SD 57702 1401 Wilkins Circle Casper, WY 82601 203 W. Merle Hibbs Blvd. Marshalltown, IA 50158 700 Senate Avenue Red Oak, IA 51566 7419 Nordic Drive Cedar Falls, IA 50613 4056 4th Street SW Mason City, IA 50401 411 Valley View Drive Scottsbluff, NE 69361 1740 Bill Babka Drive Columbus, NE 68601 1700 N. Highway 83 McCook, NE 69001 3000 E. Park Street Sheldon, IA 51201 2328 Millennium Road Decorah, IA 52101 401 Cabela Drive Mitchell, SD 57301 4512 S. Lakeport Street Sioux City, IA 51106 1621 11th Street DeWitt, IA 52742 322 First Avenue E. Mobridge, SD 57601 5011 S. Broadband Lane Sioux Falls, SD 57108 3675 450th Avenue Emmetsburg, IA 50536 2216 James Avenue Mount Pleasant, IA 52641 1015 590th Street Storm Lake, IA 50588 3333 W. Faidley Avenue Grand Island, NE 68803 2125 W. 20th Street S. Newton, IA 50208 1323 Ninth Avenue SW Watertown, SD 57201 1812 Hawkeye Avenue Harlan, IA 51537 207 N. 34th Street Norfolk, NE 68701 345 Fairmeadow Drive Webster City, IA 50595 1525 Boyson Road Hiawatha, IA 52233 3021 E. Philip Avenue North Platte, NE 69101 124 Walnut Street Yankton, SD 57078 800-884-FARM // fcsamerica.com AgDirect®, Agriculture Works Here®, AgriPoint® and Country Home Loans® are trademarks of Farm Credit Services of America. 71 Farm Credit Services of America // 5015 South 118th Street // Omaha, NE 68137 // 800-884-FARM // fcsamerica.com AW-MKT 2012