As filed with the Securities and Exchange Commission on May 10, 2017

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

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2017
Commission File Number 001-14951 
 ____________________________________________________________

LOGO2016A07.JPG
FEDERAL AGRICULTURAL MORTGAGE CORPORATION
(Exact name of registrant as specified in its charter)
Federally chartered instrumentality
of the United States
 
52-1578738
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. employer identification number)
 
 
 
1999 K Street, N.W., 4th Floor,
Washington, D.C.
 
20006
(Address of principal executive offices)
 
(Zip code)
(202) 872-7700
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes         x                                No            o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes         x                                 No           o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.  (Check one):
Large accelerated filer
o
Accelerated filer
x
Non-accelerated filer
o (Do not check if smaller reporting company)
 
 
 
Smaller reporting company
o
 
 
Emerging growth company
o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes         o                                 No            x
As of May 1, 2017 , the registrant had outstanding 1,030,780 shares of Class A Voting Common Stock, 500,301  shares of Class B Voting Common Stock, and 9,066,370 shares of Class C Non-Voting Common Stock.




Table of Contents
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


2



PART I

Item 1.
Financial Statements



3



FEDERAL AGRICULTURAL MORTGAGE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)

 
As of
 
March 31, 2017
 
December 31, 2016
 
(in thousands)
Assets:
 
 
 
Cash and cash equivalents
$
313,641

 
$
265,229

Investment securities:
 

 
 

Available-for-sale, at fair value
2,479,244

 
2,515,851

Farmer Mac Guaranteed Securities:
 

 
 

Available-for-sale, at fair value
5,243,046

 
4,853,685

Held-to-maturity, at amortized cost
1,074,686

 
1,149,231

Total Farmer Mac Guaranteed Securities
6,317,732

 
6,002,916

USDA Securities:
 

 
 

Trading, at fair value
18,602

 
20,388

Held-to-maturity, at amortized cost
2,025,822

 
2,009,225

Total USDA Securities
2,044,424

 
2,029,613

Loans:
 

 
 

Loans held for investment, at amortized cost
3,432,091

 
3,379,884

Loans held for investment in consolidated trusts, at amortized cost
1,208,950

 
1,132,966

Allowance for loan losses
(5,811
)
 
(5,415
)
Total loans, net of allowance
4,635,230

 
4,507,435

Real estate owned, at lower of cost or fair value
5,456

 
1,528

Financial derivatives, at fair value
2,674

 
23,182

Interest receivable (includes $8,163 and $12,584, respectively, related to consolidated trusts)
85,522

 
122,782

Guarantee and commitment fees receivable
38,748

 
38,871

Deferred tax asset, net
5,085

 
12,291

Prepaid expenses and other assets
4,001

 
86,322

Total Assets
$
15,931,757

 
$
15,606,020

 
 
 
 
Liabilities and Equity:
 

 
 

Liabilities:
 

 
 

Notes payable:
 

 
 

Due within one year
$
7,616,431

 
$
8,440,123

Due after one year
6,300,750

 
5,222,977

Total notes payable
13,917,181

 
13,663,100

Debt securities of consolidated trusts held by third parties
1,212,792

 
1,142,704

Financial derivatives, at fair value
32,054

 
58,152

Accrued interest payable (includes $6,771 and $10,881, respectively, related to consolidated trusts)
46,845

 
49,700

Guarantee and commitment obligation
36,802

 
37,282

Accounts payable and accrued expenses
18,234

 
9,415

Reserve for losses
1,827

 
2,020

Total Liabilities
15,265,735

 
14,962,373

Commitments and Contingencies (Note 6)


 


Equity:
 

 
 

Preferred stock:
 

 
 

Series A, par value $25 per share, 2,400,000 shares authorized, issued and outstanding
58,333

 
58,333

Series B, par value $25 per share, 3,000,000 shares authorized, issued and outstanding
73,044

 
73,044

      Series C, par value $25 per share, 3,000,000 shares authorized, issued and outstanding
73,382

 
73,382

Common stock:
 

 
 

Class A Voting, $1 par value, no maximum authorization, 1,030,780 shares outstanding
1,031

 
1,031

Class B Voting, $1 par value, no maximum authorization, 500,301 shares outstanding
500

 
500

Class C Non-Voting, $1 par value, no maximum authorization, 9,065,194 shares and 9,007,481 shares outstanding, respectively
9,065

 
9,008

Additional paid-in capital
118,386

 
118,655

Accumulated other comprehensive income, net of tax
41,544

 
33,758

Retained earnings
290,530

 
275,714

Total Stockholders' Equity
665,815

 
643,425

Non-controlling interest
207

 
222

Total Equity
666,022

 
643,647

Total Liabilities and Equity
$
15,931,757

 
$
15,606,020

The accompanying notes are an integral part of these consolidated financial statements.



4



FEDERAL AGRICULTURAL MORTGAGE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
 
For the Three Months Ended
 
March 31, 2017
 
March 31, 2016
 
(in thousands, except per share amounts)
Interest income:
 
 
 
Investments and cash equivalents
$
7,243

 
$
6,681

Farmer Mac Guaranteed Securities and USDA Securities
42,522

 
35,510

Loans
36,852

 
31,700

Total interest income
86,617

 
73,891

Total interest expense
49,546

 
40,251

Net interest income
37,071

 
33,640

Provision for loan losses
(637
)
 
(49
)
Net interest income after provision for loan losses
36,434

 
33,591

Non-interest income/(loss):
 
 
 
Guarantee and commitment fees
3,844

 
3,626

Gains/(losses) on financial derivatives and hedging activities
2,486

 
(6,782
)
(Losses)/gains on trading securities
(82
)
 
358

Losses on sale of available-for-sale investment securities

 
(9
)
Losses on sale of real estate owned
(5
)
 

Other income
553

 
101

Non-interest income/(loss)
6,796

 
(2,706
)
Non-interest expense:
 
 
 
Compensation and employee benefits
6,317

 
5,774

General and administrative
3,800

 
3,526

Regulatory fees
625

 
613

Real estate owned operating costs, net

 
39

(Release of)/provision for reserve for losses
(193
)
 
14

Non-interest expense
10,549

 
9,966

Income before income taxes
32,681

 
20,919

Income tax expense
10,786

 
7,335

Net income
21,895

 
13,584

Less: Net loss attributable to non-controlling interest
15

 
28

Net income attributable to Farmer Mac
21,910

 
13,612

Preferred stock dividends
(3,295
)
 
(3,295
)
Net income attributable to common stockholders
$
18,615

 
$
10,317

 
 
 
 
Earnings per common share and dividends:
 
 
 
Basic earnings per common share
$
1.76

 
$
0.99

Diluted earnings per common share
$
1.73

 
$
0.94

Common stock dividends per common share
$
0.36

 
$
0.26

The accompanying notes are an integral part of these consolidated financial statements.


5



FEDERAL AGRICULTURAL MORTGAGE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
 
For the Three Months Ended
 
March 31, 2017
 
March 31, 2016
 
(in thousands)
Net income
$
21,895

 
$
13,584

Other comprehensive income/(loss) before taxes:
 
 
 
Net unrealized gains/(losses) on available-for-sale securities
14,838

 
(6,377
)
Net changes in held-to-maturity securities
(3,487
)
 
(1,011
)
Net unrealized gains/(losses) on cash flow hedges
629

 
(4,763
)
Other comprehensive income/(loss) before tax
11,980

 
(12,151
)
Income tax (expense)/benefit related to other comprehensive income
(4,194
)
 
4,253

Other comprehensive income/(loss), net of tax
7,786

 
(7,898
)
Comprehensive income
29,681

 
5,686

Less: comprehensive loss attributable to non-controlling interest
15

 
28

Comprehensive income attributable to Farmer Mac
$
29,696

 
$
5,714

The accompanying notes are an integral part of these consolidated financial statements.


6



FEDERAL AGRICULTURAL MORTGAGE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(unaudited)
 
 
 
 
 
 
 
 
 
 
 
Accumulated
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional
 
Other
 
 
 
 
 
 
 
Preferred Stock
 
Common Stock
 
Paid-In
 
Comprehensive
 
Retained
 
Non-controlling
 
Total
 
Shares
 
Amount
 
Shares
 
Amount
 
Capital
 
Income/(Loss)
 
Earnings
 
Interest
 
Equity
 
(in thousands)
Balance as of December 31, 2015
8,400

 
$
204,759

 
10,687

 
$
10,687

 
$
117,862

 
$
(11,019
)
 
$
231,228

 
$
203

 
$
553,720

Net income/(loss):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Attributable to Farmer Mac

 

 

 

 

 

 
13,612

 

 
13,612

Attributable to non-controlling interest

 

 

 

 

 

 

 
(28
)
 
(28
)
Other comprehensive loss, net of tax

 

 

 

 

 
(7,898
)
 

 

 
(7,898
)
Cash dividends:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stock

 

 

 

 

 

 
(3,295
)
 

 
(3,295
)
Common stock

 

 

 

 

 

 
(2,702
)
 

 
(2,702
)
Issuance of Class C Common Stock

 

 
71

 
71

 
98

 

 

 

 
169

Repurchase of Class C Common Stock

 

 
(307
)
 
(307
)
 

 

 
(8,781
)
 

 
(9,088
)
Stock-based compensation cost

 

 

 

 
1,027

 

 

 

 
1,027

Other stock-based award activity

 

 

 

 
(1,553
)
 

 

 

 
(1,553
)
Investment in subsidiary - non-controlling interest

 

 

 

 

 

 

 
52

 
52

Balance as of March 31, 2016
8,400

 
$
204,759

 
10,451

 
$
10,451

 
$
117,434

 
$
(18,917
)
 
$
230,062

 
$
227

 
$
544,016

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance as of December 31, 2016
8,400

 
$
204,759

 
10,539

 
$
10,539

 
$
118,655

 
$
33,758

 
$
275,714

 
$
222

 
$
643,647

Net income/(loss):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Attributable to Farmer Mac

 

 

 

 

 

 
21,910

 

 
21,910

Attributable to non-controlling interest

 

 

 

 

 

 

 
(15
)
 
(15
)
Other comprehensive income, net of tax

 

 

 

 

 
7,786

 

 

 
7,786

Cash dividends:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Preferred stock

 

 

 

 

 

 
(3,295
)
 

 
(3,295
)
Common stock

 

 

 

 

 

 
(3,799
)
 

 
(3,799
)
Issuance of Class C Common Stock

 

 
57

 
57

 
144

 

 

 

 
201

Stock-based compensation cost

 

 

 

 
981

 

 

 

 
981

Other stock-based award activity

 

 

 

 
(1,394
)
 

 

 

 
(1,394
)
Investment in subsidiary - non-controlling interest

 

 

 

 

 

 

 

 

Balance as of March 31, 2017
8,400

 
$
204,759

 
10,596

 
$
10,596

 
$
118,386

 
$
41,544

 
$
290,530

 
$
207

 
$
666,022

The accompanying notes are an integral part of these consolidated financial statements.


7



FEDERAL AGRICULTURAL MORTGAGE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
 
For the Three Months Ended
 
March 31, 2017
 
March 31, 2016
 
(in thousands)
Cash flows from operating activities:
 
 
 
Net income
$
21,895

 
$
13,584

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 

Net amortization of deferred gains, premiums, and discounts on loans, investments, Farmer Mac Guaranteed Securities, and USDA Securities
181

 
501

Amortization of debt premiums, discounts and issuance costs
5,656

 
7,643

Net change in fair value of trading securities, hedged assets, and financial derivatives
525

 
2,631

Losses on sale of available-for-sale investment securities

 
9

Losses on sale of real estate owned
5

 

Total provision for losses
444

 
63

Excess tax benefits related to stock-based awards
679

 

Deferred income taxes
1,419

 
(1,483
)
Stock-based compensation expense
981

 
1,027

Proceeds from repayment of trading investment securities

 
205

Proceeds from repayment of loans purchased as held for sale
25,928

 
28,794

Net change in:
 
 
 
Interest receivable
37,292

 
37,633

Guarantee and commitment fees receivable
(357
)
 
800

Other assets
2,236

 
(31,021
)
Accrued interest payable
(2,855
)
 
(9,469
)
Other liabilities
8,605

 
2,495

Net cash provided by operating activities
102,634

 
53,412

Cash flows from investing activities:
 

 
 

Purchases of available-for-sale investment securities
(66,561
)
 
(341,099
)
Purchases of Farmer Mac Guaranteed Securities and USDA Securities
(692,245
)
 
(1,026,187
)
Purchases of loans held for investment
(341,702
)
 
(208,215
)
Purchases of defaulted loans
(311
)
 
(1,415
)
Proceeds from repayment of available-for-sale investment securities
183,749

 
455,315

Proceeds from repayment of Farmer Mac Guaranteed Securities and USDA Securities
338,063

 
676,858

Proceeds from repayment of loans purchased as held for investment
182,790

 
132,652

Proceeds from sale of available-for-sale investment securities

 
186,769

Proceeds from sale of Farmer Mac Guaranteed Securities
149,607

 
139,561

Payments from sale of real estate owned
697

 

Net cash (used)/provided by investing activities
(245,913
)
 
14,239

Cash flows from financing activities:
 

 
 

Proceeds from issuance of discount notes
13,618,574

 
23,089,113

Proceeds from issuance of medium-term notes
2,251,535

 
1,207,092

Payments to redeem discount notes
(14,766,905
)
 
(22,873,972
)
Payments to redeem medium-term notes
(856,300
)
 
(921,000
)
Excess tax benefits related to stock-based awards

 
234

Payments to third parties on debt securities of consolidated trusts
(46,926
)
 
(33,010
)
Proceeds from common stock issuance
148

 
101

Tax payments related to share-based awards
(1,341
)
 
(1,499
)
Common stock repurchased

 
(9,286
)
Investment in subsidiary - non-controlling interest

 
52

Dividends paid on common and preferred stock
(7,094
)
 
(5,997
)
Net cash provided by financing activities
191,691

 
451,828

Net increase in cash and cash equivalents
48,412

 
519,479

Cash and cash equivalents at beginning of period
265,229

 
1,210,084

Cash and cash equivalents at end of period
$
313,641

 
$
1,729,563

  The accompanying notes are an integral part of these consolidated financial statements.



8



FEDERAL AGRICULTURAL MORTGAGE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)


1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The interim unaudited consolidated financial statements of the Federal Agricultural Mortgage Corporation ("Farmer Mac") and subsidiaries have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). These interim unaudited consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of management, necessary to present a fair statement of the financial position and the results of operations and cash flows of Farmer Mac and subsidiaries for the interim periods presented. Certain information and footnote disclosures normally included in the annual consolidated financial statements have been omitted as permitted by SEC rules and regulations. The December 31, 2016 consolidated balance sheet presented in this report has been derived from Farmer Mac's audited 2016 consolidated financial statements. Management believes that the disclosures are adequate to present fairly the consolidated financial statements as of the dates and for the periods presented. These interim unaudited consolidated financial statements should be read in conjunction with the 2016 consolidated financial statements of Farmer Mac and subsidiaries included in Farmer Mac's Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 9, 2017. That Form 10-K describes Farmer Mac's significant accounting policies, which include its policies on Principles of Consolidation; Cash and Cash Equivalents and Statements of Cash Flows; Transfers of Financial Assets and Liabilities; Investment Securities, Farmer Mac Guaranteed Securities, and USDA Securities; Loans; Securitization of Loans; Real Estate Owned; Financial Derivatives; Notes Payable; Allowance for Loan Losses and Reserve for Losses; Earnings Per Common Share; Income Taxes; Stock-Based Compensation; Comprehensive Income; Long-Term Standby Purchase Commitments; Fair Value Measurement; and Consolidation of Variable Interest Entities ("VIEs"). Results for interim periods are not necessarily indicative of those that may be expected for the fiscal year. Presented below are Farmer Mac's significant accounting policies that contain updated information for the three months ended March 31, 2017 .


Principles of Consolidation

The consolidated financial statements include the accounts of Farmer Mac and its three subsidiaries: (1) Farmer Mac Mortgage Securities Corporation ("FMMSC"), whose principal activities are to facilitate the purchase and issuance of Farmer Mac Guaranteed Securities; (2) Farmer Mac II LLC, whose principal activity is the operation of substantially all of the business related to the USDA Guarantees line of business – primarily the acquisition of USDA Securities; and (3) Contour Valuation Services, LLC (which began doing business as AgVisory during first quarter 2016), whose principal activity is to appraise agricultural real estate.  As of May 1, 2017, Farmer Mac transferred its entire 65% ownership interest in AgVisory back to the limited liability company as a company redemption in exchange for $5,000. Farmer Mac recognized a loss of approximately $0.1 million after-tax upon the transfer, which will be reflected in Farmer Mac's financial results for second quarter 2017. The consolidated financial statements also include the accounts of VIEs in which Farmer Mac determined itself to be the primary beneficiary.






9





The following tables present, by line of business, details about the consolidation of VIEs:

Table 1.1
 
Consolidation of Variable Interest Entities
 
As of March 31, 2017
 
Farm & Ranch
 
USDA Guarantees
 
Rural Utilities
 
Institutional Credit
 
Corporate
 
Total
 
(in thousands)
On-Balance Sheet:
 
 
 
 
 
 
 
 
 
 
 
Consolidated VIEs:
 
 
 
 
 
 
 
 
 
 
 
Loans held for investment in consolidated trusts, at amortized cost
$
1,208,950

 
$

 
$

 
$

 
$

 
$
1,208,950

Debt securities of consolidated trusts held by third parties (1)
1,212,792

 

 

 

 

 
1,212,792

   Unconsolidated VIEs:
 
 
 
 
 
 
 
 
 
 
 
   Farmer Mac Guaranteed Securities:
 
 
 
 
 
 
 
 
 
 
 
      Carrying value (2)

 
41,130

 

 
30,054

 

 
71,184

      Maximum exposure to loss (3)

 
40,734

 

 
30,000

 

 
70,734

   Investment securities:
 
 
 
 
 
 
 
 
 
 
 
        Carrying value (4)

 

 

 

 
809,988

 
809,988

        Maximum exposure to loss (3) (4)

 

 

 

 
808,155

 
808,155

Off-Balance Sheet:
 
 
 
 
 
 
 
 
 
 
 
 Unconsolidated VIEs:
 
 
 
 
 
 
 
 
 
 
 
   Farmer Mac Guaranteed Securities:
 
 
 
 
 
 
 
 
 
 
 
      Maximum exposure to loss (3) (5)
387,272

 
135,334

 

 
970,000

 

 
1,492,606

(1)  
Includes borrower remittances of $3.8 million . The borrower remittances had not been passed through to third party investors as of March 31, 2017 .
(2)  
Includes $0.4 million of unamortized premiums and discounts and fair value adjustments related to the USDA Guarantees line of business. Includes fair value adjustments related to the Institutional Credit line of business of $0.1 million .
(3)  
Farmer Mac uses unpaid principal balance and outstanding face amount of investment securities to represent maximum exposure to loss.
(4)  
Includes auction-rate certificates, asset-backed securities, and government-sponsored enterprise ("GSE")-guaranteed mortgage-backed securities.
(5)  
The amount under the Farm & Ranch line of business relates to unconsolidated trusts where Farmer Mac determined it was not the primary beneficiary due to shared power with an unrelated party.


10




 
Consolidation of Variable Interest Entities
 
As of December 31, 2016
 
Farm & Ranch
 
USDA Guarantees
 
Rural Utilities
 
Institutional Credit
 
Corporate
 
Total
 
(in thousands)
On-Balance Sheet:
 
 
 
 
 
 
 
 
 
 
 
Consolidated VIEs:
 
 
 
 
 
 
 
 
 
 
 
Loans held for investment in consolidated trusts, at amortized cost
$
1,132,966

 
$

 
$

 
$

 
$

 
$
1,132,966

Debt securities of consolidated trusts held by third parties (1)
1,142,704

 

 

 

 

 
1,142,704

   Unconsolidated VIEs:
 
 
 
 
 
 
 
 
 
 
 
   Farmer Mac Guaranteed Securities:
 
 
 
 
 
 
 
 
 
 
 
      Carrying value (2)

 
36,042

 

 
30,347

 

 
66,389

      Maximum exposure to loss (3)

 
35,599

 

 
30,000

 

 
65,599

   Investment securities:
 
 
 
 
 
 
 
 
 
 
 
        Carrying value (4)

 

 

 

 
827,874

 
827,874

        Maximum exposure to loss (3) (4)

 

 

 

 
825,909

 
825,909

Off-Balance Sheet:
 
 
 
 
 
 
 
 
 
 
 
 Unconsolidated VIEs:
 
 
 
 
 
 
 
 
 
 
 
   Farmer Mac Guaranteed Securities:
 
 
 
 
 
 
 
 
 
 
 
      Maximum exposure to loss (3) (5)
415,441

 
103,976

 

 
970,000

 

 
1,489,417

(1)  
Includes borrower remittances of $9.7 million , which have not been passed through to third party investors as of December 31, 2016.
(2)  
Includes $0.4 million of unamortized premiums and discounts and fair value adjustments related to the USDA Guarantees line of business. Includes fair value adjustments related to the Institutional Credit line of business of $0.3 million .
(3)  
Farmer Mac uses unpaid principal balance and the outstanding face amount of investment securities to represent maximum exposure to loss.
(4)  
Includes auction-rate certificates, asset-backed securities, and GSE-guaranteed mortgage-backed securities.
(5)  
The amount under the Farm & Ranch line of business relates to unconsolidated trusts where Farmer Mac determined it was not the primary beneficiary due to shared power with an unrelated party.


(a)
Statements of Cash Flows

The following table sets forth information regarding certain cash and non-cash transactions for the three months ended March 31, 2017 and 2016:

Table 1.2

 
For the Three Months Ended
 
March 31, 2017
 
March 31, 2016
 
(in thousands)
Non-cash activity:
 
 
 
Real estate owned acquired through loan liquidation
4,630

 

Loans acquired and securitized as Farmer Mac Guaranteed Securities
149,607

 
139,561

Consolidation of Farm & Ranch Guaranteed Securities from off-balance sheet to loans held for investment in consolidated trusts and to debt securities of consolidated trusts held by third parties
117,018

 
135,913


(b)
Earnings Per Common Share

Basic earnings per common share ("EPS") is based on the weighted-average number of shares of common stock outstanding.  Diluted earnings per common share is based on the weighted-average number of shares


11



of common stock outstanding adjusted to include all potentially dilutive common stock options, stock appreciation rights ("SARs"), and non-vested restricted stock awards.  The following schedule reconciles basic and diluted EPS for the three months ended March 31, 2017 and 2016:

Table 1.3
 
For the Three Months Ended
 
March 31, 2017 (1)
 
March 31, 2016
 
Net
Income
 
Weighted-Average Shares
 
$ per
Share
 
Net
Income
 
Weighted-Average Shares
 
$ per
Share
 
(in thousands, except per share amounts)
Basic EPS
 
 
 
 
 
 
 
 
 
 
 
Net income attributable to common stockholders
$
18,615

 
10,551

 
$
1.76

 
$
10,317

 
10,465

 
$
0.99

Effect of dilutive securities (2)
 
 
 
 
 
 
 

 
 

 
 
Stock options, SARs and restricted stock

 
231

 
(0.03
)
 

 
538

 
(0.05
)
Diluted EPS
$
18,615

 
10,782

 
$
1.73

 
$
10,317

 
11,003

 
$
0.94

(1)  
For the effect of the adoption of the new Accounting Standard Update 2016-09 " Improvements to Employee Share-Based Payment Accounting " on Basic and Diluted EPS, see Note 1(d) "New Accounting Standards."
(2)  
For the three months ended March 31, 2017 and 2016, stock options and SARs of 50,757 and 201,401 , respectively, were outstanding but not included in the computation of diluted earnings per share of common stock because they were anti-dilutive. For the three months ended March 31, 2017 and 2016, contingent shares of non-vested restricted stock of 32,892 , and 37,284 , respectively, were outstanding but not included in the computation of diluted earnings per share of common stock because performance conditions had not yet been met.

(c)
Comprehensive Income

Comprehensive income represents all changes in stockholders' equity except those resulting from investments by or distributions to stockholders, and is comprised of net income and unrealized gains and losses on available-for-sale securities, certain held-to-maturity securities transferred from the available-for-sale classification, and cash flow hedges, net of related taxes.



12



The following table presents the changes in accumulated other comprehensive income ("AOCI"), net of tax, by component for the three months ended March 31, 2017 and 2016:


Table 1.4

 
For the Three Months Ended
 
March 31, 2017
 
March 31, 2016
 
Available-for-Sale Securities
 
Held-to-Maturity Securities
 
Cash Flow Hedges
 
Total
 
Available-for-Sale Securities
 
Held-to-Maturity Securities
 
Cash Flow Hedges
 
Total
 
(in thousands)
For the Three Months Ended:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning Balance
$
(14,387
)
 
$
45,752

 
$
2,393

 
$
33,758

 
$
(10,035
)
 
$
(476
)
 
$
(508
)
 
$
(11,019
)
Other Comprehensive Income Before Reclassifications
12,223

 

 
76

 
12,299

 
(1,769
)
 

 
(3,395
)
 
(5,164
)
Amounts reclassified from AOCI
(2,578
)
 
(2,267
)
 
332

 
(4,513
)
 
(2,376
)
 
(657
)
 
299

 
(2,734
)
Net Comprehensive Income
9,645

 
(2,267
)

408


7,786

 
(4,145
)
 
(657
)

(3,096
)

(7,898
)
Ending Balance
$
(4,742
)
 
$
43,485


$
2,801


$
41,544

 
$
(14,180
)
 
$
(1,133
)

$
(3,604
)

$
(18,917
)



13



The following table presents other comprehensive income activity, the impact on net income of amounts reclassified from each component of AOCI, and the related tax impact for the three months ended March 31, 2017 and 2016:

Table 1.5

 
For the Three Months Ended
 
March 31, 2017
 
March 31, 2016
 
Before Tax
 
Provision (Benefit)
 
After Tax
 
Before Tax
 
Provision (Benefit)
 
After Tax
 
(in thousands)
Other comprehensive income:
 
 
 
 
 
 
 
 
 
 
 
Available-for-sale-securities:
 
 
 
 
 
 
 
 
 
 
 
Unrealized holding gains/(losses) on available-for-sale-securities
$
18,804

 
$
6,581

 
$
12,223

 
$
(2,722
)
 
$
(953
)
 
$
(1,769
)
Less reclassification adjustments included in:
 
 
 
 
 
 
 
 
 
 
 
Gains/(losses) on financial derivatives and hedging activities (1)
(3,959
)
 
(1,386
)
 
(2,573
)
 
(3,923
)
 
(1,373
)
 
(2,550
)
Losses on sale of available-for-sale investment securities (2)

 

 

 
9

 
3

 
6

Other income (3)
(7
)
 
(2
)
 
(5
)
 
259

 
91

 
168

Total
$
14,838

 
$
5,193

 
$
9,645

 
$
(6,377
)
 
$
(2,232
)
 
$
(4,145
)
Held-to-maturity securities:
 
 
 
 
 
 
 
 
 
 
 
Less reclassification adjustments included in:
 
 
 
 
 
 
 
 
 
 
 
Net interest income (4)
$
(3,487
)
 
$
(1,220
)
 
$
(2,267
)
 
$
(1,011
)
 
$
(354
)
 
$
(657
)
Total
$
(3,487
)
 
$
(1,220
)
 
$
(2,267
)
 
$
(1,011
)
 
$
(354
)
 
$
(657
)
Cash flow hedges
 
 
 
 
 
 
 
 
 
 
 
Unrealized gains/(losses) on cash flow hedges
$
117

 
$
41

 
$
76

 
$
(5,222
)
 
$
(1,827
)
 
$
(3,395
)
Less reclassification adjustments included in:
 
 
 
 
 
 
 
 
 
 
 
Net interest income (5)
512

 
180

 
332

 
459

 
160

 
299

Total
$
629

 
$
221

 
$
408

 
$
(4,763
)
 
$
(1,667
)
 
$
(3,096
)
Other comprehensive income/(loss)
$
11,980

 
$
4,194

 
$
7,786

 
$
(12,151
)
 
$
(4,253
)
 
$
(7,898
)
(1)  
Relates to the amortization of unrealized gains on hedged items prior to the application of fair value hedge accounting.
(2)  
Represents unrealized losses on sales of available-for-sale investment securities.
(3)  
Represents amortization of deferred gains related to certain available-for-sale USDA Securities and Farmer Mac Guaranteed USDA Securities.
(4)  
Relates to the amortization of unrealized gains or losses prior to the reclassification of these securities from available-for-sale to held-to-maturity. The amortization of unrealized gains or losses reported in AOCI for held-to-maturity securities will be offset by the amortization of the premium or discount created from the transfer into held-to-maturity securities, which occurred at fair value. These unrealized gains or losses will be recorded over the remaining life of the security with no impact on future net income.
(5)  
Relates to the recognition of unrealized gains and losses on cash flow hedges recorded in AOCI.



14



(d) New Accounting Standards

In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09, “ Improvements to Employee Share-Based Payment Accounting,” which provides new guidance intended to simplify several aspects of accounting and presentation for employee share-based payment transactions. The ASU became effective for Farmer Mac on January 1, 2017. The adoption of the new guidance had the following effect on Farmer Mac's financial position, results of operations, and cash flows:

Consolidated Statements of Operations - The ASU requires the recognition of all net tax benefits related to share-based compensation awards in the income tax provision. Previously, these amounts were recognized in additional paid-in capital. Net tax benefits related to share-based compensation awards of $0.7 million were recognized as a reduction to income tax expense in the three months ended March 31, 2017 in the consolidated statement of operations. Net tax benefits result from the excess of the tax deduction over the compensation expense recognized under GAAP for share-based compensation awards. That excess arises because the tax deduction is based upon the value of share-based awards upon their exercise (or vesting, in the case of restricted stock units), whereas the compensation expense under GAAP is based upon the value of the share-based awards upon their grant date.

The ASU also changed the calculation of diluted earnings per share. GAAP requires the "treasury stock method" to determine the number of dilutive securities in calculating diluted earnings per share. The ASU changed the calculation of "assumed proceeds" under the treasury stock method to exclude the amount of net tax benefits that would have been recognized in additional paid-in capital under the previous accounting standard. This change in the calculation reduces the amount of shares assumed to have been repurchased under the treasury stock method, thus increasing the number of dilutive shares.

Both of these changes in the guidance were applied prospectively beginning January 1, 2017 and for the three months ended March 31, 2017 . The change in the recognition of all net tax benefits related to share-based compensation awards in the income tax provision resulted in an increase of $0.06 in both basic earnings per share and diluted earnings per share for the three months ended March 31, 2017 . The change in the guidance for the calculation of diluted earnings per share had an immaterial impact on diluted earnings per share.

Additionally, the ASU allows companies to choose to either include an estimate of forfeitures expected to occur in share-based compensation expense or account for them as they occur. Previously, GAAP required companies to include an estimate of forfeitures expected to occur in their share-based compensations expense. Farmer Mac has elected to account for forfeitures in compensation expense as they occur. The cumulative impact of the change in the treatment of forfeitures was not material for the three months ended March 31, 2017 .

Consolidated Statements of Cash Flows - The ASU requires excess tax benefits from share-based employee awards to be reported within operating activities. Previously, these cash flows were reported within financing activities. Farmer Mac has applied this guidance prospectively, resulting in an increase in net cash provided by operating activities and a corresponding decrease in net cash provided by financing activities of $0.7 million for the three months ended March 31, 2017 .



15



The ASU requires employee taxes paid when an employer withholds shares for tax purposes to be reported within financing activities. Under the previous guidance, these cash flows were included in operating activities. These changes were required to be applied on a retrospective basis. As a result, the consolidated statement of cash flows for prior periods was revised, resulting in an increase in net cash provided by operating activities and a decrease in net cash provided by financing activities of $1.5 million for the three months ended March 31, 2016 , compared to previously reported amounts. The amount of employee taxes paid for shares withheld was $1.3 million for the three months ended March 31, 2017 .

In June 2016, the FASB issued ASU 2016-13, " Financial Instruments—Credit Losses," which will require entities to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts.  Entities will be required to use forward-looking information to form their credit loss estimates.  The ASU will also require enhanced disclosures to help users of financial statements better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an entity’s portfolio.  The new standard is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019.   Early application will be permitted for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.  Farmer Mac is currently evaluating the impact that the new guidance will have on its consolidated financial statements. That impact will primarily be from the new requirement to recognize all expected losses rather than just incurred losses as of the reporting date. 

In March 2017, the FASB issued ASU 2017-08, " Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities, " which shortens the amortization period for certain callable debt securities held at a premium by requiring the premium to be amortized to the earliest call date. The ASU does not require an accounting change for securities held at a discount. The new standard is effective for fiscal years and interim periods within those fiscal years, beginning after December 15, 2019. Farmer Mac does not expect that adoption of the new guidance will have a material effect on Farmer Mac's financial position, results of operations, or cash flows.

(e)
Reclassifications

Certain reclassifications of prior period information were made to conform to the current period presentation.



16




2.
INVESTMENT SECURITIES

The following tables set forth information about Farmer Mac's investment securities as of March 31, 2017 and December 31, 2016:
 
Table 2.1

 
As of March 31, 2017
 
Amount Outstanding
 
Unamortized Premium/(Discount)
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
 
(in thousands)
Available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
Floating rate auction-rate certificates backed by Government guaranteed student loans
$
19,700

 
$

 
$
19,700

 
$

 
$
(1,576
)
 
$
18,124

Floating rate asset-backed securities
40,825

 
(189
)
 
40,636

 

 
(266
)
 
40,370

Floating rate corporate debt securities
10,000

 

 
10,000

 
60

 

 
10,060

Floating rate Government/GSE guaranteed mortgage-backed securities
1,342,378

 
2,637

 
1,345,015

 
2,494

 
(2,819
)
 
1,344,690

Fixed rate GSE guaranteed mortgage-backed securities (1)
514

 
2,469

 
2,983

 
2,394

 

 
5,377

Floating rate GSE subordinated debt
70,000

 

 
70,000

 

 
(2,424
)
 
67,576

Fixed rate senior agency debt
187,295

 
53

 
187,348

 

 
(283
)
 
187,065

Fixed rate U.S. Treasuries
806,493

 
233

 
806,726

 
7

 
(751
)
 
805,982

Total available-for-sale
2,477,205

 
5,203

 
2,482,408

 
4,955

 
(8,119
)
 
2,479,244

Total investment securities
$
2,477,205

 
$
5,203

 
$
2,482,408

 
$
4,955

 
$
(8,119
)
 
$
2,479,244

(1)  
Fair value includes $4.8 million of an interest-only security with a notional amount of $145.5 million .

 
As of December 31, 2016
 
Amount Outstanding
 
Unamortized Premium/(Discount)
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
 
(in thousands)
Available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
Floating rate auction-rate certificates backed by Government guaranteed student loans
$
19,700

 
$

 
$
19,700

 
$

 
$
(1,970
)
 
$
17,730

Floating rate asset-backed securities
44,442

 
(202
)
 
44,240

 
1

 
(390
)
 
43,851

Floating rate corporate debt securities
10,000

 

 
10,000

 
41

 

 
10,041

Floating rate Government/GSE guaranteed mortgage-backed securities
1,359,700

 
2,827

 
1,362,527

 
1,768

 
(3,266
)
 
1,361,029

Fixed rate GSE guaranteed mortgage-backed securities (1)
538

 
2,582

 
3,120

 
4,505

 

 
7,625

Floating rate GSE subordinated debt
70,000

 

 
70,000

 

 
(3,047
)
 
66,953

Fixed rate senior agency debt
187,295

 
106

 
187,401

 

 
(268
)
 
187,133

Fixed rate U.S. Treasuries
821,619

 
359

 
821,978

 
47

 
(536
)
 
821,489

Total available-for-sale
2,513,294

 
5,672

 
2,518,966

 
6,362

 
(9,477
)
 
2,515,851

Total investment securities
$
2,513,294

 
$
5,672

 
$
2,518,966

 
$
6,362

 
$
(9,477
)
 
$
2,515,851

(1)  
Fair value includes $7.0 million of an interest-only security with a notional amount of $146.1 million .


Farmer Mac did not sell any securities from its available-for-sale investment portfolio during the three months ended March 31, 2017 . During the three months ended March 31, 2016 , Farmer Mac received proceeds of $186.8 million from the sale of securities from its available-for-sale investment portfolio, resulting in gross realized gains of $0.1 million and gross realized losses of $0.1 million .
 


17



As of March 31, 2017 and December 31, 2016, unrealized losses on available-for-sale investment securities were as follows:

Table 2.2

 
As of March 31, 2017
 
Available-for-Sale Securities
 
Unrealized loss position for
less than 12 months
 
Unrealized loss position for
more than 12 months
 
Fair Value
 
Unrealized
Loss
 
Fair Value
 
Unrealized
Loss
 
(in thousands)
Floating rate auction-rate certificates backed by Government guaranteed student loans
$

 
$

 
$
18,124

 
$
(1,576
)
Floating rate asset-backed securities

 

 
35,514

 
(266
)
Floating rate Government/GSE guaranteed mortgage-backed securities
241,188

 
(608
)
 
409,002

 
(2,211
)
Floating rate GSE subordinated debt

 

 
67,576

 
(2,424
)
Fixed rate U.S. Treasuries
776,996

 
(751
)
 

 

Fixed rate senior agency debt
187,066

 
(283
)
 

 

Total
$
1,205,250

 
$
(1,642
)
 
$
530,216

 
$
(6,477
)

 
As of December 31, 2016
 
Available-for-Sale Securities
 
Unrealized loss position for
less than 12 months
 
Unrealized loss position for
more than 12 months
 
Fair Value
 
Unrealized
Loss
 
Fair Value
 
Unrealized
Loss
 
(in thousands)
Floating rate auction-rate certificates backed by Government guaranteed student loans
$

 
$

 
$
17,730

 
$
(1,970
)
Floating rate asset-backed securities
4,654

 
(10
)
 
38,077

 
(380
)
Floating rate Government/GSE guaranteed mortgage-backed securities
384,586

 
(1,030
)
 
442,041

 
(2,236
)
Floating rate GSE subordinated debt

 

 
66,953

 
(3,047
)
Fixed rate U.S. Treasuries
732,371

 
(536
)
 

 

Fixed rate senior agency debt
187,133

 
(268
)
 

 

Total
$
1,308,744

 
$
(1,844
)
 
$
564,801

 
$
(7,633
)

The unrealized losses presented above are principally due to a general widening of market spreads and an increase in the levels of interest rates from the dates of acquisition to March 31, 2017 and December 31, 2016, as applicable. The resulting decrease in fair values reflects an increase in the perceived risk by the financial markets related to those securities. As of March 31, 2017 , all of the investment securities in an unrealized loss position either were backed by the full faith and credit of the U.S. government or had credit ratings of at least "AA+," except one that was rated "A-." As of December 31, 2016 , all of the investment securities in an unrealized loss position either were backed by the full faith and credit of the U.S. government or had credit ratings of at least " AA+ ," except one that was rated " A- ." The unrealized losses were on 96 and 97  individual investment securities as of March 31, 2017 and December 31, 2016, respectively.

As of March 31, 2017 , 40  of the securities in loss positions had been in loss positions for more than 12 months and had a total unrealized loss of $6.5 million . As of December 31, 2016 , 36  of the securities


18



in loss positions had been in loss positions for more than 12 months and had a total unrealized loss of $7.6 million .  Securities in unrealized loss positions for 12 months or longer have a fair value as of March 31, 2017 that is, on average, approximately 99 percent of their amortized cost basis. Farmer Mac believes that all of these unrealized losses are recoverable within a reasonable period of time by way of maturity or changes in credit spreads. Accordingly, Farmer Mac has concluded that none of the unrealized losses on these available-for-sale investment securities are other-than-temporary impairment as of March 31, 2017 and December 31, 2016.

Farmer Mac did not own any held-to-maturity or trading investment securities as of March 31, 2017 and December 31, 2016.

The amortized cost, fair value, and weighted-average yield of available-for-sale investment securities by remaining contractual maturity as of March 31, 2017 are set forth below. Asset-backed and mortgage-backed securities are included based on their final maturities, although the actual maturities may differ due to prepayments of the underlying assets.

Table 2.3

 
As of March 31, 2017
 
Available-for-Sale Securities
 
Amortized
Cost
 
Fair Value
 
Weighted-
Average
Yield
 
(dollars in thousands)
Due within one year
$
988,363

 
$
987,343

 
0.77%
Due after one year through five years
227,113

 
227,471

 
1.42%
Due after five years through ten years
437,367

 
438,280

 
1.54%
Due after ten years
829,565

 
826,150

 
1.42%
Total
$
2,482,408

 
$
2,479,244

 
1.18%




19



3.
FARMER MAC GUARANTEED SECURITIES AND USDA SECURITIES

The following tables set forth information about on-balance sheet Farmer Mac Guaranteed Securities and USDA Securities as of March 31, 2017 and December 31, 2016:

Table 3.1

 
As of March 31, 2017
 
Unpaid Principal Balance
 
Unamortized Premium/(Discount)
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
 
(in thousands)
Held-to-maturity:
 
 
 
 
 
 
 
 
 
 
 
AgVantage
$
1,035,587

 
$
(2,031
)
 
$
1,033,556

 
$
6,290

 
$
(3,115
)
 
$
1,036,731

Farmer Mac Guaranteed USDA Securities
40,734

 
396

 
41,130

 
293

 
(5
)
 
41,418

Total Farmer Mac Guaranteed Securities
1,076,321

 
(1,635
)
 
1,074,686

 
6,583

 
(3,120
)
 
1,078,149

USDA Securities
1,955,868

 
69,954

 
2,025,822

 
1

 
(66,210
)
 
1,959,613

Total held-to-maturity
$
3,032,189

 
$
68,319

 
$
3,100,508

 
$
6,584

 
$
(69,330
)
 
$
3,037,762

Available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
AgVantage
$
5,266,782

 
$
(258
)
 
$
5,266,524

 
$
33,450

 
$
(56,928
)
 
$
5,243,046

Trading:
 
 
 
 
 

 
 

 
 

 
 

USDA Securities
$
17,760

 
$
1,274

 
$
19,034

 
$
56

 
$
(488
)
 
$
18,602


 
As of December 31, 2016
 
Unpaid Principal Balance
 
Unamortized Premium/(Discount)
 
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair Value
 
(in thousands)
Held-to-maturity:
 
 
 
 
 
 
 
 
 
 
 
AgVantage
$
1,115,465

 
$
(2,276
)
 
$
1,113,189

 
$
7,187

 
$
(3,175
)
 
$
1,117,201

Farmer Mac Guaranteed USDA Securities
35,599

 
443

 
36,042

 
5

 
(239
)
 
35,808

Total Farmer Mac Guaranteed Securities
1,151,064

 
(1,833
)
 
1,149,231

 
7,192

 
(3,414
)
 
1,153,009

USDA Securities
1,935,440

 
73,785

 
2,009,225

 

 
(95,590
)
 
1,913,635

Total held-to-maturity
$
3,086,504

 
$
71,952

 
$
3,158,456

 
$
7,192

 
$
(99,004
)
 
$
3,066,644

Available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
AgVantage
$
4,889,007

 
$
(103
)
 
$
4,888,904

 
$
28,715

 
$
(63,934
)
 
$
4,853,685

Trading:
 
 
 
 
 

 
 

 
 

 
 

USDA Securities
$
19,360

 
$
1,377

 
$
20,737

 
$
41

 
$
(390
)
 
$
20,388


On October 1, 2016, Farmer Mac transferred $2.0 billion of USDA Securities and $32.8 million of Farmer Mac Guaranteed USDA Securities from available-for-sale to held-to-maturity to reflect Farmer Mac’s positive intent and ability to hold these securities until maturity or payoff. Farmer Mac transferred these securities at fair value as of the date of the transfer, which included a cost basis adjustment of unrealized appreciation in the amount of $73.1 million for the USDA Securities and $0.7 million for the Farmer Mac Guaranteed USDA Securities. The accumulated unrealized appreciation was retained in accumulated other comprehensive income in the amount of $73.8 million , pre-tax. Farmer Mac accounts for held-to-maturity securities at amortized cost. Both the cost basis adjustment and accumulated unrealized appreciation will be amortized as an adjustment to the yield on the held-to-maturity USDA Securities over the remaining term of the transferred securities.


20



As of March 31, 2017 and December 31, 2016, unrealized losses on held-to-maturity and available-for-sale on-balance sheet Farmer Mac Guaranteed Securities and USDA Securities were as follows:

Table 3.2

 
As of March 31, 2017
 
Held-to-Maturity and Available-for-Sale Securities
 
Unrealized loss position for
less than 12 months
 
Unrealized loss position for
more than 12 months
 
Fair Value
 
Unrealized
Loss
 
Fair Value
 
Unrealized
Loss
 
(in thousands)
Held-to-maturity:
 
 
 
 
 
 
 
AgVantage
$
358,636

 
$
(3,115
)
 
$

 
$

Farmer Mac Guaranteed USDA Securities
279

 
(5
)
 

 

USDA Securities
1,865,182

 
(66,194
)
 
93,978

 
(16
)
Total held-to-maturity
$
2,224,097

 
$
(69,314
)
 
$
93,978

 
$
(16
)
 
 
 
 
 
 
 
 
Available-for-sale:
 
 
 
 
 
 
 
AgVantage
$
1,149,984

 
$
(26,036
)
 
$
1,020,572

 
$
(30,892
)

 
As of December 31, 2016
 
Available-for-Sale Securities
 
Unrealized loss position for
less than 12 months
 
Unrealized loss position for
more than 12 months
 
Fair Value
 
Unrealized
Loss
 
Fair Value
 
Unrealized
Loss
 
(in thousands)
Held-to-maturity:
 
 
 
 
 
 
 
AgVantage
$
358,575

 
$
(3,175
)
 
$

 
$

Farmer Mac Guaranteed USDA Securities
30,575

 
(239
)
 

 

USDA Securities
1,816,366

 
(95,582
)
 
97,270

 
(8
)
Total held-to-maturity
$
2,205,516

 
$
(98,996
)
 
$
97,270

 
$
(8
)
 
 
 
 
 
 
 
 
Available-for-sale:
 
 
 
 
 
 
 
AgVantage
$
982,538

 
$
(18,482
)
 
$
1,131,930

 
$
(45,452
)

The unrealized losses presented above are principally due to higher interest rates from the date of acquisition to March 31, 2017 and December 31, 2016, as applicable. In addition, the unrealized losses on the held-to-maturity USDA Securities as of December 31, 2016 reflect their increased cost basis resulting from their transfer to held-to-maturity as of October 1, 2016, as described above. The credit exposure related to Farmer Mac's USDA Guarantees line of business is covered by the full faith and credit guarantee of the United States. The unrealized losses from AgVantage securities were on 21 available-for-sale securities as of March 31, 2017 . There were 7 held-to-maturity AgVantage securities with an unrealized loss as of March 31, 2017 . The unrealized losses from AgVantage securities were on 22 available-for-sale securities as of December 31, 2016. There were 7 unrealized losses from held-to-maturity securities as of December 31, 2016 . As of March 31, 2017 , 8 available-for-sale AgVantage securities had been in a loss position for more than 12 months with a total unrealized loss of $30.9 million . As of December 31, 2016 ,


21



10 available-for-sale AgVantage securities had been in a loss position for more than 12 months with a total unrealized loss of $45.5 million . Farmer Mac has concluded that none of the unrealized losses on its held-to-maturity Farmer Mac Guaranteed Securities and USDA Securities and available-for-sale Farmer Mac Guaranteed Securities are other-than-temporary impairment as of either March 31, 2017 or December 31, 2016.  Farmer Mac does not intend to sell these securities, and it is not more likely than not that Farmer Mac will be required to sell the securities before recovery of the amortized cost basis.

During the three months ended March 31, 2017 and 2016, Farmer Mac realized no gains or losses from the sale of Farmer Mac Guaranteed Securities and USDA Securities.

The amortized cost, fair value, and weighted-average yield of available-for-sale and held-to-maturity Farmer Mac Guaranteed Securities and USDA Securities by remaining contractual maturity as of March 31, 2017 are set forth below. The balances presented are based on their final maturities, although the actual maturities may differ due to prepayments of the underlying assets.

Table 3.3

 
As of March 31, 2017
 
Available-for-Sale Securities
 
Amortized
Cost
 
Fair Value
 
Weighted-
Average
Yield
 
(dollars in thousands)
Due within one year
$
541,181

 
$
542,582

 
1.65
%
Due after one year through five years
2,852,298

 
2,866,585

 
1.95
%
Due after five years through ten years
838,374

 
839,129

 
2.61
%
Due after ten years
1,034,671

 
994,750

 
1.66
%
Total
$
5,266,524

 
$
5,243,046

 
1.97
%
 
As of March 31, 2017
 
Held-to-Maturity Securities
 
Amortized
Cost
 
Fair Value
 
Weighted-
Average
Yield
 
(dollars in thousands)
Due within one year
$
275,696

 
$
276,572

 
2.21
%
Due after one year through five years
829,335

 
829,694

 
2.16
%
Due after five years through ten years
179,240

 
174,029

 
2.97
%
Due after ten years
1,816,237

 
1,757,467

 
3.29
%
Total
$
3,100,508

 
$
3,037,762

 
2.86
%

As of March 31, 2017 , Farmer Mac owned trading USDA Securities with an amortized cost of $19.0 million , a fair value of $18.6 million , and a weighted-average yield of 5.40 percent . As of December 31, 2016 , Farmer Mac owned trading USDA Securities with an amortized cost of $20.7 million , a fair value of $20.4 million , and a weighted-average yield of 5.44 percent .  

In April 2017, Farmer Mac purchased and retained $1.0 billion of AgVantage securities that refinanced an AgVantage security of the same amount that matured in April 2017. Previously, Farmer Mac held $30.0 million of the $1.0 billion AgVantage security that matured in April 2017 in its on-balance sheet portfolio. The remaining $970.0 million of the $1.0 billion AgVantage security that matured in April 2017 had


22



previously been sold to third parties and accounted for as off-balance sheet commitment. Farmer Mac holds the newly purchased $1.0 billion in AgVantage securities entirely within its on-balance sheet portfolio.

4.
FINANCIAL DERIVATIVES

Farmer Mac enters into financial derivative transactions principally to protect against risk from the effects of market price or interest rate movements on the value of certain assets, future cash flows, or debt issuance, and not for trading or speculative purposes.  Certain financial derivatives are designated as fair value hedges of fixed rate assets, primarily classified as available-for-sale, to protect against fair value changes in the assets related to a benchmark interest rate (i.e., LIBOR). Other financial derivatives are designated as cash flow hedges to mitigate the volatility of future interest rate payments on floating rate debt.

All financial derivatives are recorded on the balance sheet at fair value as a freestanding asset or liability. Changes in the fair values of financial derivatives not designated as cash flow hedges are reported in " Gains/(losses) on financial derivatives and hedging activities " in the consolidated statements of operations . For financial derivatives designated in fair value hedge accounting relationships, changes in the fair values of the hedged items, which are primarily fixed rate AgVantage securities and fixed rate medium-term notes, related to the risk being hedged are also reported in " Gains/(losses) on financial derivatives and hedging activities " in the consolidated statements of operations . Interest accruals on derivatives designated in fair value hedge accounting relationships are recorded in " Net interest income " in the consolidated statements of operations. For the three months ended March 31, 2017 and 2016, the amount of interest expense recognized on those derivatives was $3.2 million and $4.5 million , respectively. For financial derivatives designated in cash flow hedge accounting relationships, the effective portion of the derivative gain/loss is recorded in other comprehensive income and any ineffective portion is recognized immediately in " Gains/(losses) on financial derivatives and hedging activities " in the consolidated statements of operations . Because the hedging instrument is an interest rate swap and the hedged forecasted transactions are future interest payments on variable-rate debt, amounts recorded in accumulated other comprehensive income are reclassified to " Total interest expense " in conjunction with the recognition of interest expense on the debt. For both the three months ended March 31, 2017 and 2016, $0.5 million was reclassified out of accumulated other comprehensive income into interest expense. As of March 31, 2017 , Farmer Mac expects to reclassify $1.2 million pretax, or $0.8 million after-tax, from accumulated other comprehensive income, net of tax, to earnings over the next twelve months. This amount could differ from amounts actually recognized due to changes in interest rates, hedge de-designations, and the addition of other hedges subsequent to March 31, 2017 . During the three months ended March 31, 2017 and 2016 , there were no gains or losses from interest rate swaps designated as cash flow hedges reclassified to earnings because it became probable the original forecasted transaction would not occur.



23



The following tables summarize information related to Farmer Mac's financial derivatives on a gross basis without giving consideration to master netting arrangements as of March 31, 2017 and and December 31, 2016 and the effects of financial derivatives on the consolidated statements of operations for the three months ended March 31, 2017 and 2016 :

Table 4.1
  
As of March 31, 2017
  
 
 
Fair Value
 
Weighted-
Average
Pay Rate
 
Weighted-
Average Receive Rate
 
Weighted-
Average
Forward
Price
 
Weighted-
Average
Remaining
Life (in years)
  
Notional Amount
 
Asset
 
(Liability)
 
 
 
 
  
(dollars in thousands)
Fair value hedges:
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swaps:
 
 
 
 
 
 
 
 
 
 
 
 
 
Pay fixed non-callable
$
1,808,581

 
$
1,292

 
$
(9,133
)
 
1.77%
 
1.04%
 
 
 
4.75
Receive fixed non-callable
860,200

 
11

 
(1,815
)
 
0.98%
 
1.39%
 
 
 
3.27
Cash flow hedges:
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swaps:
 
 
 
 
 
 
 
 
 
 
 
 
 
Pay fixed non-callable
221,000

 
843

 
(290
)
 
2.28%
 
1.34%
 
 
 
7.13
No hedge designation:
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swaps:
 
 
 
 
 
 
 
 
 
 
 
 
 
Pay fixed non-callable
433,406

 
400

 
(20,912
)
 
4.06%
 
1.04%
 
 
 
5.69
Receive fixed non-callable
4,262,401

 
69

 

 
0.82%
 
0.87%
 
 
 
0.79
Receive fixed callable
30,000

 

 
(10
)
 
0.97%
 
0.58%
 
 
 
0.08
Basis swaps
865,000

 
51

 
(15
)
 
0.93%
 
0.99%
 
 
 
0.93
Treasury futures
12,800

 
8

 

 
 
 
 
 
124.62

 
 
Credit valuation adjustment
 
 

 
121

 
 
 
 
 
 
 
 
Total financial derivatives
$
8,493,388

 
$
2,674

 
$
(32,054
)
 
  
 
  
 
 
 
  
Collateral pledged
 
 

 
25,075

 
 
 
 
 
 
 
 
Net amount
 
 
$
2,674

 
$
(6,979
)
 
 
 
 
 
 
 
 


24



  
As of December 31, 2016
  

 
Fair Value
 
Weighted-
Average
Pay Rate
 
Weighted-
Average Receive Rate
 
Weighted-
Average
Forward
Price
 
Weighted-
Average
Remaining
Life (in years)
  
Notional Amount
 
Asset
 
(Liability)
 
 
 
 
  
(dollars in thousands)
Fair value hedges:
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swaps:
 
 
 
 
 
 
 
 
 
 
 
 
 
Pay fixed non-callable
$
1,642,609

 
$
18,508

 
$
(18,909
)
 
1.73%
 
0.90%
 
 
 
4.70
Cash flow hedges:
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swaps:
 
 
 
 
 
 
 
 
 
 
 
 
 
Pay fixed non-callable
207,000

 
3,706

 
(955
)
 
2.18%
 
1.11%
 
 
 
7.28
No hedge designation:
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swaps:
 
 
 
 
 
 
 
 
 
 
 
 
 
Pay fixed non-callable
435,827

 
339

 
(32,951
)
 
4.06%
 
0.89%
 
 
 
5.90
Receive fixed non-callable
4,991,821

 
607

 
(5,064
)
 
0.74%
 
0.75%
 
 
 
0.60
Receive fixed callable
30,000

 

 
(33
)
 
0.82%
 
0.58%
 
 
 
0.33
Basis swaps
765,000

 
36

 
(243
)
 
0.78%
 
0.78%
 
 
 
0.87
Treasury futures
28,000

 

 
(155
)
 
 
 
 
 
123.73

 
 
Credit valuation adjustment
 
 
(14
)
 
158

 
 
 
 
 
 
 
 
Total financial derivatives
$
8,100,257

 
$
23,182

 
$
(58,152
)
 
  
 
  
 
 
 
  
Collateral pledged
 
 

 
25,643

 
 
 
 
 
 
 
 
Net amount
 
 
$
23,182

 
$
(32,509
)
 
 
 
 
 
 
 
 

Table 4.2

 
Gains/(losses) on financial derivatives and hedging activities
  
For the Three Months Ended
  
March 31, 2017
 
March 31, 2016
 
(in thousands)
Fair value hedges:
 
 
 
Interest rate swaps (1)
$
1,526

 
$
(26,898
)
Hedged items
(5,404
)
 
29,787

Gains on fair value hedges
(3,878
)
 
2,889

Cash flow hedges:
 
 
 
Loss recognized (ineffective portion)
(29
)
 
(149
)
Losses on cash flow hedges
(29
)
 
(149
)
No hedge designation:
 
 
 
Interest rate swaps
6,684

 
(8,142
)
Agency forwards
(399
)
 
(877
)
Treasury futures
108

 
(503
)
Gains/(losses) on financial derivatives not designated in hedging relationships
6,393

 
(9,522
)
Gains/(losses) on financial derivatives and hedging activities
$
2,486

 
$
(6,782
)
(1)  
Included in the assessment of hedge effectiveness as of March 31, 2017 , but excluded from the amounts in the table, were gains of $3.6 million for the three months ended March 31, 2017 , attributable to the fair value of the swaps at the inception of the hedging relationship. Accordingly, the amounts recognized as hedge ineffectiveness for three months ended March 31, 2017 were losses of $0.3 million . The comparable amounts as of March 31, 2016 were losses of $ 1.5 million for the three months ended March 31, 2016 , attributable to the fair value of the swaps at the inception of the hedging relationship and, accordingly, gains of $1.4 million for the three months ended March 31, 2016 , attributable to hedge ineffectiveness.




25



As of March 31, 2017 and December 31, 2016, Farmer Mac's credit exposure to interest rate swap counterparties, excluding netting arrangements and any adjustment for nonperformance risk, but including accrued interest, was $27.2 million and $24.5 million , respectively; however, including netting arrangements and accrued interest, Farmer Mac's credit exposure was $0.3 million and $0.2 million as of March 31, 2017 and December 31, 2016, respectively. As of March 31, 2017 , Farmer Mac held no cash as collateral for its derivatives in net asset positions resulting in uncollateralized net asset positions of $0.3 million . As of December 31, 2016, Farmer Mac held no cash collateral for its derivatives in net asset positions, resulting in uncollateralized net asset positions of $0.2 million .

As of March 31, 2017 and December 31, 2016, the fair value of Farmer Mac's derivatives in a net liability position including accrued interest but excluding netting arrangements and any adjustment for nonperformance risk, was $58.2 million and $65.7 million , respectively; however, including netting arrangements and accrued interest, the fair value of Farmer Mac's derivatives in a net liability position at the counterparty level was $34.2 million and $41.4 million as of March 31, 2017 and December 31, 2016, respectively.  Farmer Mac posted cash of $0.1 million and $25.0 million of investment securities as of March 31, 2017 and posted cash of $1.0 million and $24.6 million investment securities as of December 31, 2016.  Farmer Mac records posted cash as a reduction in the outstanding balance of cash and cash equivalents and an increase in the balance of prepaid expenses and other assets. Any investment securities posted as collateral are included in the investment securities balances on the consolidated balance sheets.  If Farmer Mac had breached certain provisions of the derivative contracts as of March 31, 2017 and December 31, 2016, it could have been required to settle its obligations under the agreements or post additional collateral of $9.1 million and $15.8 million , respectively. As of March 31, 2017 and December 31, 2016, there were no financial derivatives in a net payable position where Farmer Mac was required to pledge collateral which the counterparty had the right to sell or repledge.

For certain derivatives, Farmer Mac clears interest rate swaps through a clearinghouse, the Chicago Mercantile Exchange ("CME"). Farmer Mac posts initial and variation margin to this clearinghouse through which centrally-cleared derivatives and futures contracts are traded. These collateral postings expose Farmer Mac to institutional credit risk in the event that either the clearinghouse or the futures commission merchant that Farmer Mac uses to post collateral to the clearinghouse fails to meet its obligations. Conversely, the use of centrally-cleared derivatives mitigates Farmer Mac's credit risk to individual counterparties because clearinghouses assume the credit risk among counterparties in centrally-cleared derivatives transactions. Of Farmer Mac's $8.5 billion notional amount of interest rate swaps outstanding as of March 31, 2017 , $7.3 billion were cleared through swap clearinghouses. Of Farmer Mac's $8.1 billion notional amount of interest rate swaps outstanding as of December 31, 2016, $6.9 billion were cleared through swap clearinghouses.

Effective January 3, 2017, the CME implemented a change in its rules related to the exchange of variation margin. Specifically, the exchange of variation margin between derivatives counterparties is now deemed by CME to be a partial settlement of each respective derivative contract rather than as collateral pledged by a counterparty. Accordingly, beginning in first quarter 2017, Farmer Mac presented its cleared derivatives portfolio net of variation margin payments on its consolidated balance sheets and recognized realized gains or losses as a result of these payments within "Gains/(losses) on financial derivatives and hedging activities" on its consolidated statements of operations. Prior to first quarter 2017, Farmer Mac accounted for variation margin as collateral and associated unrealized gains or losses on those centrally cleared derivative contracts. Farmer Mac included those unrealized gains or losses within "Gains/(losses) on financial derivatives and hedging activities" in its consolidated statements of operations prior to first quarter 2017. See Note 9 for information about the effect of this rule change on the calculation of core earnings beginning in 2017.


26




5.
LOANS AND ALLOWANCE FOR LOSSES

Loans

Farmer Mac classifies loans as either held for investment or held for sale. Loans held for investment are recorded at the unpaid principal balance, net of unamortized premium or discount and other cost adjustments. Loans held for sale are reported at the lower of cost or fair value determined on a pooled basis. As of March 31, 2017 and December 31, 2016 , Farmer Mac had no loans held for sale. The following table displays the composition of the loan balances as of March 31, 2017 and December 31, 2016 :

Table 5.1

 
As of March 31, 2017
 
As of December 31, 2016
 
Unsecuritized
 
In Consolidated Trusts
 
Total
 
Unsecuritized
 
In Consolidated Trusts
 
Total
 
(in thousands)
Farm & Ranch
$
2,434,436

 
$
1,208,950

 
$
3,643,386

 
$
2,381,488

 
$
1,132,966

 
$
3,514,454

Rural Utilities
999,130

 

 
999,130

 
999,512

 

 
999,512

Total unpaid principal balance (1)
3,433,566

 
1,208,950

 
4,642,516

 
3,381,000

 
1,132,966

 
4,513,966

Unamortized premiums, discounts and other cost basis adjustments
(1,475
)
 

 
(1,475
)
 
(1,116
)
 

 
(1,116
)
Total loans
3,432,091

 
1,208,950

 
4,641,041

 
3,379,884

 
1,132,966

 
4,512,850

Allowance for loan losses
(4,710
)
 
(1,101
)
 
(5,811
)
 
(4,437
)
 
(978
)
 
(5,415
)
Total loans, net of allowance
$
3,427,381

 
$
1,207,849

 
$
4,635,230

 
$
3,375,447

 
$
1,131,988

 
$
4,507,435

(1)  
Unpaid principal balance is the basis of presentation in disclosures of outstanding balances for Farmer Mac's lines of business.

Allowance for Losses

Farmer Mac maintains an allowance for losses presented in two components on its consolidated balance sheets: (1) an allowance for loan losses to account for estimated probable losses on loans held, and (2) a reserve for losses to account for estimated probable losses on loans underlying LTSPCs and off-balance sheet Farmer Mac Guaranteed Securities (excluding AgVantage securities).  Farmer Mac's total allowance for losses was $7.6 million as of March 31, 2017 and $7.4 million as of December 31, 2016 . See Note 6 for more information about off-balance sheet Farmer Mac Guaranteed Securities and LTSPCs.  



27



The following is a summary of the changes in the total allowance for losses for the three months ended March 31, 2017 and 2016:

Table 5.2
 
For the Three Months Ended
 
March 31, 2017
 
March 31, 2016
 
Allowance
for Loan
Losses
 
Reserve
for Losses
 
Total
Allowance
for Losses
 
Allowance
for Loan
Losses
 
Reserve
for Losses
 
Total
Allowance
for Losses
 
(in thousands)
Beginning Balance
$
5,415

 
$
2,020

 
$
7,435

 
$
4,480

 
$
2,083

 
$
6,563

Provision for/(release of) losses
637

 
(193
)
 
444

 
49

 
14

 
63

Charge-offs
(241
)
 

 
(241
)
 

 

 

Ending Balance
$
5,811

 
$
1,827

 
$
7,638

 
$
4,529

 
$
2,097

 
$
6,626


During first quarter 2017 , Farmer Mac recorded provisions to its allowance for loan losses of $0.6 million and releases to its reserve for losses of $0.2 million . The provisions to the allowance for loan losses recorded during first quarter 2017 were primarily attributable to an increase in the specific allowance for certain impaired on-balance sheet crop and permanent planting loans resulting from both an increase in the volume of such loans and downgrades in risk ratings on certain loans. The releases to the reserve for losses recorded during the three months ended March 31, 2017 were primarily attributable to (1) a decrease in the general reserve due to improvement in credit quality of certain Agricultural Storage and Processing loans and (2) a net decrease in the balance of loans underlying off-balance sheet Farmer Mac Guaranteed Securities. Farmer Mac recorded $0.2 million of charge-offs to its allowance for loan losses during first quarter 2017. The charge-offs recorded during the first quarter 2017 were primarily related to two impaired crop loans, with one borrower, that were foreclosed and transitioned to REO during first quarter 2017. Farmer Mac had previously recorded a specific allowance of $0.2 million on these impaired crop loans as of December 31, 2016. Subsequent to March 31, 2017, Farmer Mac sold the related properties for $5.7 million and recognized $0.5 million gain on sale of REO.

During first quarter 2016 , Farmer Mac recorded provisions to its allowance for loan losses of $49,000 and releases to its reserve for losses of $14,000 . The provisions to the allowance for loan losses recorded during first quarter 2016 were attributable to an increase in the specific allowance for on-balance sheet impaired loans due to a modest increase in the balance of such loans. The provisions were partially offset by releases from the general allowance due to repayments of on-balance sheet Agricultural Storage and Processing loans. Farmer Mac recorded no charge-offs to its allowance for loan losses during first quarter 2016.







28



The following tables present the changes in the total allowance for losses for the three months ended March 31, 2017 and 2016 by commodity type:

Table 5.3

 
March 31, 2017
 
Crops
 
Permanent
Plantings
 
Livestock
 
Part-time
Farm
 
Ag. Storage and
Processing
 
Other
 
Total
 
(in thousands)
For the Three Months Ended:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning Balance
$
3,365

 
$
1,723

 
$
1,375

 
$
405

 
$
533

 
$
34

 
$
7,435

Provision for/(release of) losses
425

 
147

 
17

 
(81
)
 
(61
)
 
(3
)
 
444

Charge-offs
(228
)
 

 
(13
)
 

 

 

 
(241
)
Ending Balance
$
3,562

 
$
1,870

 
$
1,379

 
$
324

 
$
472

 
$
31

 
$
7,638


 
March 31, 2016
 
Crops
 
Permanent
Plantings
 
Livestock
 
Part-time
Farm
 
Ag. Storage and
Processing
 
Other
 
Total
 
(in thousands)
For the Three Months Ended:
 
 
 
 
 
 
 
 
 
 
 
 
 
Beginning Balance
$
2,791

 
$
931

 
$
1,781

 
$
408

 
$
649

 
$
3

 
$
6,563

Provision for/(release of) losses
101

 
6

 
(18
)
 
36

 
(62
)
 

 
63

Ending Balance
$
2,892

 
$
937

 
$
1,763

 
$
444

 
$
587

 
$
3

 
$
6,626



29




The following tables present the unpaid principal balances of loans held and loans underlying LTSPCs and off-balance sheet Farmer Mac Guaranteed Securities (excluding AgVantage securities) and the related total allowance for losses by impairment method and commodity type as of March 31, 2017 and December 31, 2016 :

Table 5.4

  
As of March 31, 2017
 
Crops
 
Permanent
Plantings
 
Livestock
 
Part-time
Farm
 
Ag. Storage and
Processing
 
Other
 
Total
  
(in thousands)
Ending Balance:
 
 
 
 
 
 
 
 
 
 
 
 
 
Collectively evaluated for impairment:
 
 
 
 
 
 
 
 
 
 
 
 
 
On-balance sheet
$
2,144,328

 
$
594,950

 
$
573,922

 
$
208,401

 
$
13,640

 
$
8,901

 
$
3,544,142

Off-balance sheet
1,253,209

 
428,436

 
712,498

 
142,997

 
37,841

 
4,381

 
2,579,362

Total
$
3,397,537

 
$
1,023,386

 
$
1,286,420

 
$
351,398

 
$
51,481

 
$
13,282

 
$
6,123,504

Individually evaluated for impairment:
 
 
 
 
 
 
 
 
 
 
 
 
 
On-balance sheet
$
53,568

 
$
30,980

 
$
7,396

 
$
7,300

 
$

 
$

 
$
99,244

Off-balance sheet
10,078

 
2,268

 
4,666

 
707

 

 

 
17,719

Total
$
63,646

 
$
33,248

 
$
12,062

 
$
8,007

 
$

 
$

 
$
116,963

Total Farm & Ranch loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
On-balance sheet
$
2,197,896

 
$
625,930

 
$
581,318

 
$
215,701

 
$
13,640

 
$
8,901

 
$
3,643,386

Off-balance sheet
1,263,287

 
430,704

 
717,164

 
143,704

 
37,841

 
4,381

 
2,597,081

Total
$
3,461,183

 
$
1,056,634

 
$
1,298,482

 
$
359,405

 
$
51,481

 
$
13,282

 
$
6,240,467

Allowance for Losses:
 

 
 

 
 

 
 

 
 

 
 

 
 

Collectively evaluated for impairment:
 
 
 
 
 
 
 
 
 
 
 
 
 
On-balance sheet
$
1,876

 
$
667

 
$
765

 
$
155

 
$
21

 
$
26

 
$
3,510

Off-balance sheet
446

 
260

 
217

 
33

 
451

 
5

 
1,412

Total
$
2,322

 
$
927

 
$
982

 
$
188

 
$
472

 
$
31

 
$
4,922

Individually evaluated for impairment:
 
 
 
 
 
 
 
 
 
 
 
 
 
On-balance sheet
$
962

 
$
936

 
$
275

 
$
128

 
$

 
$

 
$
2,301

Off-balance sheet
278

 
7

 
122

 
8

 

 

 
415

Total
$
1,240

 
$
943

 
$
397

 
$
136

 
$

 
$

 
$
2,716

Total Farm & Ranch loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
On-balance sheet
$
2,838

 
$
1,603

 
$
1,040

 
$
283

 
$
21

 
$
26

 
$
5,811

Off-balance sheet
724

 
267

 
339

 
41

 
451

 
5

 
1,827

Total
$
3,562

 
$
1,870

 
$
1,379

 
$
324

 
$
472

 
$
31

 
$
7,638




30



  
As of December 31, 2016
 
Crops
 
Permanent
Plantings
 
Livestock
 
Part-time
Farm
 
Ag. Storage and
Processing
 
Other
 
Total
  
(in thousands)
Ending Balance:
 
 
 
 
 
 
 
 
 
 
 
 
 
Collectively evaluated for impairment:
 
 
 
 
 
 
 
 
 
 
 
 
 
On-balance sheet
$
2,115,450

 
$
569,360

 
$
537,859

 
$
183,660

 
$
11,545

 
$
8,894

 
$
3,426,768

Off-balance sheet
1,241,851

 
437,575

 
752,473

 
131,889

 
36,506

 
4,503

 
2,604,797

Total
$
3,357,301

 
$
1,006,935

 
$
1,290,332

 
$
315,549

 
$
48,051

 
$
13,397

 
$
6,031,565

Individually evaluated for impairment:
 
 
 
 
 
 
 
 
 
 
 
 
 
On-balance sheet
$
41,648

 
$
27,770

 
$
10,658

 
$
7,610

 
$

 
$

 
$
87,686

Off-balance sheet
11,549

 
2,735

 
4,854

 
915

 

 

 
20,053

Total
$
53,197

 
$
30,505

 
$
15,512

 
$
8,525

 
$

 
$

 
$
107,739

Total Farm & Ranch loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
On-balance sheet
$
2,157,098

 
$
597,130

 
$
548,517

 
$
191,270

 
$
11,545

 
$
8,894

 
$
3,514,454

Off-balance sheet
1,253,400

 
440,310

 
757,327

 
132,804

 
36,506

 
4,503

 
2,624,850

Total
$
3,410,498

 
$
1,037,440

 
$
1,305,844

 
$
324,074

 
$
48,051

 
$
13,397

 
$
6,139,304

Allowance for Losses:
 

 
 

 
 

 
 

 
 

 
 

 
 

Collectively evaluated for impairment:
 
 
 
 
 
 
 
 
 
 
 
 
 
On-balance sheet
$
2,000

 
$
652

 
$
735

 
$
193

 
$
22

 
$
28

 
$
3,630

Off-balance sheet
420

 
281

 
241

 
54

 
511

 
6

 
1,513

Total
$
2,420

 
$
933

 
$
976

 
$
247

 
$
533

 
$
34

 
$
5,143

Individually evaluated for impairment:
 
 
 
 
 
 
 
 
 
 
 
 
 
On-balance sheet
$
613

 
$
770

 
$
270

 
$
132

 
$

 
$

 
$
1,785

Off-balance sheet
332

 
20

 
129

 
26

 

 

 
507

Total
$
945

 
$
790

 
$
399

 
$
158

 
$

 
$

 
$
2,292

Total Farm & Ranch loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
On-balance sheet
$
2,613

 
$
1,422

 
$
1,005

 
$
325

 
$
22

 
$
28

 
$
5,415

Off-balance sheet
752

 
301

 
370

 
80

 
511

 
6

 
2,020

Total
$
3,365

 
$
1,723

 
$
1,375

 
$
405

 
$
533

 
$
34

 
$
7,435




31



The following tables present by commodity type the unpaid principal balances, recorded investment, and specific allowance for losses related to impaired loans and the recorded investment in loans on nonaccrual status as of March 31, 2017 and December 31, 2016 :

Table 5.5
  
As of March 31, 2017
 
Crops
 
Permanent
Plantings
 
Livestock
 
Part-time
Farm
 
Ag. Storage and
Processing
 
Other
 
Total
  
(in thousands)
Impaired Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
With no specific allowance:
 
 
 
 
 
 
 
 
 
 
 
 
 
Recorded investment
$
7,603

 
$
3,665

 
$
791

 
$
1,965

 
$

 
$

 
$
14,024

Unpaid principal balance
7,619

 
3,669

 
791

 
1,970

 

 

 
14,049

With a specific allowance:
 

 
 

 
 

 
 

 
 

 
 

 
 

Recorded investment (1)
55,927

 
29,515

 
11,149

 
6,026

 

 

 
102,617

Unpaid principal balance
56,027

 
29,579

 
11,271

 
6,037

 

 

 
102,914

Associated allowance
1,240

 
943

 
397

 
136

 

 

 
2,716

Total:
 

 
 

 
 

 
 

 
 

 
 

 
 

Recorded investment
63,530

 
33,180

 
11,940

 
7,991

 

 

 
116,641

Unpaid principal balance
63,646

 
33,248

 
12,062

 
8,007

 

 

 
116,963

Associated allowance
1,240

 
943

 
397

 
136

 

 

 
2,716

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Recorded investment of loans on nonaccrual status (2)
$
17,801

 
$
25,974

 
$
1,941

 
$
4,797

 
$

 
$

 
$
50,513

(1)  
Impairment analysis was performed in the aggregate in consideration of similar risk characteristics of the assets and historical statistics on $101.0 million ( 87 percent ) of impaired loans as of March 31, 2017 , which resulted in a specific allowance of $2.3 million .
(2)  
Includes $1.0 million of loans that are less than 90 days delinquent but which have not met Farmer Mac's performance criteria for returning to accrual status.
  
As of December 31, 2016
 
Crops
 
Permanent
Plantings
 
Livestock
 
Part-time
Farm
 
Ag. Storage and
Processing
 
Other
 
Total
  
(in thousands)
Impaired Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
With no specific allowance:
 
 
 
 
 
 
 
 
 
 
 
 
 
Recorded investment
$
20,761

 
$
3,683

 
$
1,054

 
$
1,970

 
$

 
$

 
$
27,468

Unpaid principal balance
20,816

 
3,688

 
1,055

 
1,975

 

 

 
27,534

With a specific allowance:
 

 
 

 
 

 
 

 
 

 
 

 
 

Recorded investment (1)
32,326

 
26,748

 
14,322

 
6,535

 

 

 
79,931

Unpaid principal balance
32,381

 
26,817

 
14,457

 
6,550

 

 

 
80,205

Associated allowance
945

 
790

 
399

 
158

 

 

 
2,292

Total:
 

 
 

 
 

 
 

 
 

 
 

 
 

Recorded investment
53,087

 
30,431

 
15,376

 
8,505

 

 

 
107,399

Unpaid principal balance
53,197

 
30,505

 
15,512

 
8,525

 

 

 
107,739

Associated allowance
945

 
790

 
399

 
158

 

 

 
2,292

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Recorded investment of loans on nonaccrual status (2)
$
13,405

 
$
10,785

 
$
2,696

 
$
5,256

 
$

 
$

 
$
32,142

(1)  
Impairment analysis was performed in the aggregate in consideration of similar risk characteristics of the assets and historical statistics on $76.5 million ( 71 percent ) of impaired loans as of December 31, 2016 , which resulted in a specific allowance of $1.6 million .
(2)  
Includes $12.4 million of loans that are less than 90 days delinquent but which have not met Farmer Mac's performance criteria for returning to accrual status.


32



The following table presents by commodity type the average recorded investment and interest income recognized on impaired loans for the three months ended March 31, 2017 and 2016 :

Table 5.6

 
March 31, 2017
 
Crops
 
Permanent
Plantings
 
Livestock
 
Part-time
Farm
 
Ag. Storage and
Processing
 
Other
 
Total
  
(in thousands)
For the Three Months Ended:
 
 
 
 
 
 
 
 
 
 
 
 
 
Average recorded investment in impaired loans
$
58,309

 
$
31,806

 
$
13,658

 
$
8,248

 
$

 
$

 
$
112,021

Income recognized on impaired loans
302

 
152

 
177

 
103

 

 

 
734


 
March 31, 2016
 
Crops
 
Permanent
Plantings
 
Livestock
 
Part-time
Farm
 
Ag. Storage and
Processing
 
Other
 
Total
  
(in thousands)
For the Three Months Ended:
 
 
 
 
 
 
 
 
 
 
 
 
 
Average recorded investment in impaired loans
$
23,555

 
$
23,648

 
$
16,318

 
$
8,567

 
$
4,919

 
$

 
$
77,007

Income recognized on impaired loans
2

 
44

 
15

 
72

 

 

 
133


For the three months ended March 31, 2017 and 2016, there were no troubled debt restructurings ("TDRs"). As of March 31, 2017 and 2016, there were no TDRs identified during the previous 12 months that were in default under the modified terms. The impact of TDRs on Farmer Mac's allowance for loan losses was immaterial for the three months ended March 31, 2017 and 2016.

When particular criteria are met, such as the default of the borrower, Farmer Mac becomes entitled to purchase the defaulted loans underlying Farmer Mac Guaranteed Securities (commonly referred to as "removal-of-account" provisions).  Farmer Mac records all such defaulted loans at their unpaid principal balance during the period in which Farmer Mac becomes entitled to purchase the loans and therefore regains effective control over the transferred loans. In accordance with the terms of all LTSPCs, Farmer Mac acquires loans that are either 90 days or  120 days delinquent (depending on the provisions of the applicable agreement) upon the request of the counterparty. Subsequent to the purchase, these defaulted loans are treated as nonaccrual loans and, therefore, interest is accounted for on the cash basis.  Any decreases in expected cash flows are recognized as impairment.

During first quarter 2017, Farmer Mac purchased three defaulted loans having an aggregate unpaid principal balance of $0.3 million from pools underlying LTSPCs. During first quarter 2016, Farmer Mac purchased five defaulted loans having an aggregate unpaid principal balance of $1.4 million from pools underlying Farm & Ranch Guaranteed Securities and LTSPCs.
  


33



The following tables present information related to Farmer Mac's acquisition of defaulted loans for the three months ended March 31, 2017 and 2016 and the outstanding balances and carrying amounts of all such loans as of March 31, 2017 and December 31, 2016 :

Table 5.7

 
For the Three Months Ended
 
March 31, 2017
 
March 31, 2016
 
(in thousands)
Unpaid principal balance at acquisition date:
 
 
 
Loans underlying LTSPCs
$
311

 
$
1,267

Loans underlying off-balance sheet Farmer Mac Guaranteed Securities (excluding AgVantage securities)

 
148

Total unpaid principal balance at acquisition date
311

 
1,415

Contractually required payments receivable
311

 
1,435

Impairment recognized subsequent to acquisition

 

Recovery/release of allowance for all outstanding acquired defaulted loans
14

 
4


 
As of
 
March 31, 2017
 
December 31, 2016
 
(in thousands)
Outstanding balance
$
14,083

 
$
14,669

Carrying amount
12,765

 
13,069






34



Net credit losses and 90 -day delinquencies as of and for the periods indicated for loans held and loans underlying off-balance sheet Farm & Ranch Guaranteed Securities and LTSPCs are presented in the table below.  As of March 31, 2017 , there were no delinquencies and no probable losses inherent in Farmer Mac's Rural Utilities loan portfolio and Farmer Mac had not experienced credit losses on any Rural Utilities loans.

Table 5.8

 
90-Day Delinquencies (1)
 
Net Credit Losses
 
As of
 
For the Three Months Ended
 
March 31, 2017
 
December 31, 2016
 
March 31, 2017
 
March 31, 2016
 
(in thousands)
On-balance sheet assets:
 
 
 
 
 
 
 
Farm & Ranch:
 
 
 
 
 
 
 
Loans
$
49,534

 
$
19,757

 
$
246

 
$
39

Total on-balance sheet
$
49,534

 
$
19,757

 
$
246

 
$
39

Off-balance sheet assets:
 

 
 
 
 

 
 

Farm & Ranch:
 

 
 
 
 

 
 

LTSPCs
$
1,273

 
$
1,281

 
$

 
$

Total off-balance sheet
$
1,273

 
$
1,281

 
$

 
$

Total
$
50,807

 
$
21,038

 
$
246

 
$
39

(1)  
Includes loans and loans underlying off-balance sheet Farm & Ranch Guaranteed Securities and LTSPCs that are 90 days or more past due, in foreclosure, or in bankruptcy with at least one missed payment, excluding loans performing under either their original loan terms or a court-approved bankruptcy plan.

Of the $49.5 million of on-balance sheet loans reported as 90 -day delinquencies as of March 31, 2017 , $0.2 million were loans subject to "removal-of-account" provisions. Of the $19.8 million of on-balance sheet loans reported as 90 -day delinquencies as of December 31, 2016 , $0.1 million were loans subject to "removal-of-account" provisions.




















35



Credit Quality Indicators

The following tables present credit quality indicators related to Farm & Ranch loans held and loans underlying LTSPCs and off-balance sheet Farm & Ranch Guaranteed Securities as of March 31, 2017 and December 31, 2016 :  

Table 5.9
  
As of March 31, 2017
 
Crops
 
Permanent
Plantings
 
Livestock
 
Part-time
Farm
 
Ag. Storage and
Processing
 
Other
 
Total
  
(in thousands)
Credit risk profile by internally assigned grade (1)
 
 
 
 
 
 
 
 
 
 
 
 
 
On-balance sheet:
 
 
 
 
 
 
 
 
 
 
 
 
 
Acceptable
$
2,104,716

 
$
593,926

 
$
542,790

 
$
206,233

 
$
13,640

 
$
8,901

 
$
3,470,206

Special mention (2)
39,725

 
1,024

 
31,132

 
2,168

 

 

 
74,049

Substandard (3)
53,455

 
30,980

 
7,396

 
7,300

 

 

 
99,131

Total on-balance sheet
$
2,197,896

 
$
625,930

 
$
581,318

 
$
215,701

 
$
13,640

 
$
8,901

 
$
3,643,386

Off-Balance Sheet:
 
 
 
 
 
 
 
 
 
 
 
 
 
Acceptable
$
1,204,807

 
$
395,331

 
$
687,070

 
$
138,332

 
$
35,950

 
$
3,805

 
$
2,465,295

Special mention (2)
26,201

 
16,475

 
12,702

 
4,000

 

 
14

 
59,392

Substandard (3)
32,279

 
18,898

 
17,392

 
1,372

 
1,891

 
562

 
72,394

Total off-balance sheet
$
1,263,287

 
$
430,704

 
$
717,164

 
$
143,704

 
$
37,841

 
$
4,381

 
$
2,597,081

Total Ending Balance:
 
 
 
 
 
 
 
 
 
 
 
 
 
Acceptable
$
3,309,523

 
$
989,257

 
$
1,229,860

 
$
344,565

 
$
49,590

 
$
12,706

 
$
5,935,501

Special mention (2)
65,926

 
17,499

 
43,834

 
6,168

 

 
14

 
133,441

Substandard (3)
85,734

 
49,878

 
24,788

 
8,672

 
1,891

 
562

 
171,525

Total
$
3,461,183

 
$
1,056,634

 
$
1,298,482

 
$
359,405

 
$
51,481

 
$
13,282

 
$
6,240,467

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commodity analysis of past due loans (1)
 

 
 

 
 

 
 

 
 

 
 

 
 

On-balance sheet
$
23,484

 
$
20,690

 
$
2,612

 
$
2,748

 
$

 
$

 
$
49,534

Off-balance sheet
880

 

 

 
393

 

 

 
1,273

90 days or more past due
$
24,364

 
$
20,690

 
$
2,612

 
$
3,141

 
$

 
$

 
$
50,807

(1)  
Amounts represent unpaid principal balance of risk-rated loans, which is the basis Farmer Mac uses to analyze its portfolio, and recorded investment of past due loans. 
(2)  
Assets in the "Special mention" category generally have potential weaknesses due to performance issues but are currently considered to be adequately secured.  
(3)  
Substandard assets have a well-defined weakness or weaknesses and there is a distinct possibility that some loss will be sustained if deficiencies are not corrected.



36



  
As of December 31, 2016
 
Crops
 
Permanent
Plantings
 
Livestock
 
Part-time
Farm
 
Ag. Storage and
Processing
 
Other
 
Total
  
(in thousands)
Credit risk profile by internally assigned grade (1)
 
 
 
 
 
 
 
 
 
 
 
 
 
On-balance sheet:
 
 
 
 
 
 
 
 
 
 
 
 
 
Acceptable
$
2,080,227

 
$
568,221

 
$
504,784

 
$
179,288

 
$
11,545

 
$
8,894

 
$
3,352,959

Special mention (2)
35,223

 
1,139

 
33,075

 
4,372

 

 

 
73,809

Substandard (3)
41,648

 
27,770

 
10,658

 
7,610

 

 

 
87,686

Total on-balance sheet
$
2,157,098

 
$
597,130

 
$
548,517

 
$
191,270

 
$
11,545

 
$
8,894

 
$
3,514,454

Off-Balance Sheet
 
 
 
 
 
 
 
 
 
 
 
 
 
Acceptable
$
1,201,144

 
$
403,256

 
$
724,056

 
$
125,440

 
$
34,537

 
$
3,916

 
$
2,492,349

Special mention (2)
20,422

 
16,881

 
15,341

 
2,344

 

 
6

 
54,994

Substandard (3)
31,834

 
20,173

 
17,930

 
5,020

 
1,969

 
581

 
77,507

Total off-balance sheet
$
1,253,400

 
$
440,310

 
$
757,327

 
$
132,804

 
$
36,506

 
$
4,503

 
$
2,624,850

Total Ending Balance:
 
 
 
 
 
 
 
 
 
 
 
 
 
Acceptable
$
3,281,371

 
$
971,477

 
$
1,228,840

 
$
304,728

 
$
46,082

 
$
12,810

 
$
5,845,308

Special mention (2)
55,645

 
18,020

 
48,416

 
6,716

 

 
6

 
128,803

Substandard (3)
73,482

 
47,943

 
28,588

 
12,630

 
1,969

 
581

 
165,193

Total
$
3,410,498

 
$
1,037,440

 
$
1,305,844

 
$
324,074

 
$
48,051

 
$
13,397

 
$
6,139,304

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commodity analysis of past due loans (1)
 

 
 

 
 

 
 

 
 

 
 

 
 

On-balance sheet
$
13,449

 
$
3,245

 
$
669

 
$
2,394

 
$

 
$

 
$
19,757

Off-balance sheet
373

 
407

 
38

 
463

 

 

 
1,281

90 days or more past due
$
13,822

 
$
3,652

 
$
707

 
$
2,857

 
$

 
$

 
$
21,038

(1)  
Amounts represent unpaid principal balance of risk-rated loans, which is the basis Farmer Mac uses to analyze its portfolio, and recorded investment of past due loans.  
(2)  
Assets in the "Special mention" category generally have potential weaknesses due to performance issues but are currently considered to be adequately secured.  
(3)  
Substandard assets have a well-defined weakness or weaknesses and there is a distinct possibility that some loss will be sustained if deficiencies are not corrected.



37



Concentrations of Credit Risk

The following table sets forth the geographic and commodity/collateral diversification, as well as the range of original loan-to-value ratios, for all Farm & Ranch loans held and loans underlying off-balance sheet Farm & Ranch Guaranteed Securities and LTSPCs as of March 31, 2017 and December 31 2016:

Table 5.10

 
As of
  
March 31, 2017
 
December 31, 2016
  
(in thousands)
By commodity/collateral type:
 
 
 
Crops
$
3,461,183

 
$
3,410,498

Permanent plantings
1,056,634

 
1,037,440

Livestock
1,298,482

 
1,305,844

Part-time farm
359,405

 
324,074

Ag. Storage and Processing
51,481

 
48,051

Other
13,282

 
13,397

Total
$
6,240,467

 
$
6,139,304

By geographic region (1) :
 

 
 

Northwest
$
688,304

 
$
657,403

Southwest
1,796,177

 
1,791,745

Mid-North
2,151,503

 
2,104,867

Mid-South
858,319

 
837,121

Northeast
237,968

 
229,679

Southeast
508,196

 
518,489

Total
$
6,240,467

 
$
6,139,304

By original loan-to-value ratio:
 

 
 

0.00% to 40.00%
$
1,783,420

 
$
1,740,792

40.01% to 50.00%
1,431,980

 
1,401,630

50.01% to 60.00%
1,719,971

 
1,706,099

60.01% to 70.00%
1,064,391

 
1,086,295

70.01% to 80.00%
204,639

 
180,142

80.01% to 90.00%
36,066

 
24,346

Total
$
6,240,467

 
$
6,139,304

(1)  
Geographic regions:  Northwest (AK, ID, MT, OR, WA, WY); Southwest (AZ, CA, CO, HI, NM, NV, UT); Mid-North (IA, IL, IN, MI, MN, NE, ND, SD, WI); Mid-South (AR, KS, LA, MO, OK, TX); Northeast (CT, DE, KY, MA, MD, ME, NH, NJ, NY, OH, PA, RI, VA, VT, WV); Southeast (AL, FL, GA, MS, NC, SC, TN).


The original loan-to-value ratio is calculated by dividing the loan principal balance at the time of guarantee, purchase, or commitment by the appraised value at the date of loan origination or, when available, the updated appraised value at the time of guarantee, purchase, or commitment.  Current loan-to-value ratios may be higher or lower than the original loan-to-value ratios.




38



6.
GUARANTEES AND LONG-TERM STANDBY PURCHASE COMMITMENTS

Farmer Mac offers two credit enhancement alternatives to direct loan purchases that allow approved lenders the ability to retain the cash flow benefits of their loans and increase their liquidity and lending capacity: (1) Farmer Mac Guaranteed Securities, which are available through each of the Farm & Ranch, USDA Guarantees, Rural Utilities, and Institutional Credit lines of business, and (2) LTSPCs, which are available through the Farm & Ranch or the Rural Utilities lines of business.

The following table presents the maximum principal amount of potential undiscounted future payments that Farmer Mac could be required to make under all off-balance sheet Farmer Mac Guaranteed Securities as of March 31, 2017 and December 31, 2016, not including offsets provided by any recourse provisions, recoveries from third parties, or collateral for the underlying loans:

Table 6.1
Outstanding Balance of Off-Balance Sheet Farmer Mac Guaranteed Securities
  
As of March 31, 2017
 
As of December 31, 2016
  
(in thousands)
Farm & Ranch:
 
 
 
Guaranteed Securities
$
387,272

 
$
415,441

USDA Guarantees:
 

 
 

Farmer Mac Guaranteed USDA Securities
135,334

 
103,976

Institutional Credit:
 

 
 

AgVantage Securities
983,214

 
983,214

Revolving floating rate AgVantage facility (1)
300,000

 
300,000

Total off-balance sheet Farmer Mac Guaranteed Securities
$
1,805,820

 
$
1,802,631

(1)  
Relates to a revolving floating rate AgVantage facility subject to specified contractual terms. Farmer Mac receives a fixed fee based on the full dollar amount of the facility.

Eligible loans and other eligible assets may be placed into trusts that are used as vehicles for the securitization of the transferred assets and the Farmer Mac-guaranteed beneficial interests in the trusts are sold to investors.  The following table summarizes the significant cash flows received from and paid to trusts used for Farmer Mac securitizations:

Table 6.2
 
For the Three Months Ended
  
March 31, 2017
 
March 31, 2016
  
(in thousands)
Proceeds from new securitizations
$
149,607

 
$
139,561

Guarantee fees received
488

 
561

Purchases of assets from the trusts

 
(1,267
)

Farmer Mac has recorded a liability for its obligation to stand ready under the guarantee in the guarantee and commitment obligation on the consolidated balance sheets.  This liability approximated $4.7 million as of March 31, 2017 and $5.5 million as of December 31, 2016 . As of March 31, 2017 and December 31, 2016, the weighted-average remaining maturity of all loans underlying off-balance sheet Farmer Mac Guaranteed Securities, excluding AgVantage securities, was 10.6 years and 10.7 years , respectively.  As of March 31, 2017 and December 31, 2016, the weighted-average remaining maturity of the off-balance sheet AgVantage securities was 0.4 years and 0.7 years , respectively.


39




Long-Term Standby Purchase Commitments

An LTSPC is a commitment by Farmer Mac to purchase eligible loans from an identified pool of loans under specified circumstances set forth in the applicable agreement, either for cash or in exchange for Farmer Mac Guaranteed Securities, on one or more undetermined future dates.  As consideration for its assumption of the credit risk on loans underlying an LTSPC, Farmer Mac receives a commitment fee payable monthly in arrears in an amount approximating what would have been the guarantee fee if the transaction were structured as a swap for Farmer Mac Guaranteed Securities.

The maximum principal amount of potential undiscounted future payments that Farmer Mac could be requested to make under all LTSPCs, not including offsets provided by any recourse provisions, recoveries from third parties, or collateral for the underlying loans, was $3.1 billion as of both March 31, 2017 and December 31, 2016 .

As of March 31, 2017 and December 31, 2016, the weighted-average remaining maturity of all loans underlying LTSPCs was 15.2 years and 15.1 years , respectively.  For those LTSPCs issued or modified on or after January 1, 2003, Farmer Mac has recorded a liability for its obligation to stand ready under the commitment in the guarantee and commitment obligation on the consolidated balance sheets.  This liability approximated $32.1 million as of March 31, 2017 and $31.8 million as of December 31, 2016 .


7.
EQUITY

Common Stock

On September 8, 2015, Farmer Mac's board of directors approved a share repurchase program authorizing Farmer Mac to repurchase up to $25 million of its outstanding Class C non-voting common stock through September 8, 2017. As of March 31, 2017 , Farmer Mac had repurchased approximately 668,000 shares of Class C non-voting common stock at a cost of approximately $19.6 million pursuant to the share repurchase program.

Capital Requirements

Farmer Mac is subject to the following capital requirements:
 
Statutory minimum capital requirement – Farmer Mac's statutory minimum capital level is an amount of core capital (stockholders' equity less accumulated other comprehensive income) equal to the sum of 2.75 percent of Farmer Mac's aggregate on-balance sheet assets, as calculated for regulatory purposes, plus 0.75 percent of the aggregate off-balance sheet obligations of Farmer Mac, specifically including:   
the unpaid principal balance of outstanding Farmer Mac Guaranteed Securities;
instruments issued or guaranteed by Farmer Mac that are substantially equivalent to Farmer Mac Guaranteed Securities, including LTSPCs; and
other off-balance sheet obligations of Farmer Mac.
Statutory critical capital requirement – Farmer Mac's critical capital level is an amount of core capital equal to 50 percent of the total minimum capital requirement at that time.


40



Risk-based capital requirement – Farmer Mac's charter directs FCA to establish a risk-based capital stress test for Farmer Mac, using specified stress-test parameters.

Farmer Mac is required to comply with the higher of the minimum capital requirement and the risk-based capital requirement. As of both March 31, 2017 and December 31, 2016, the minimum capital requirement was greater than the risk-based capital requirement. Farmer Mac's ability to declare and pay dividends could be restricted if it fails to comply with applicable capital requirements.

As of March 31, 2017 , Farmer Mac's minimum capital requirement was $475.6 million and its core capital level was $624.3 million , which was $148.7 million above the minimum capital requirement as of that date.  As of December 31, 2016, Farmer Mac's minimum capital requirement was $466.5 million and its core capital level was $609.7 million , which was $143.2 million above the minimum capital requirement as of that date.

In accordance with FCA's rule on Farmer Mac's capital planning, and as part of Farmer Mac's capital plan, Farmer Mac has adopted a policy for maintaining a sufficient level of Tier 1 capital (consisting of retained earnings, paid-in-capital, common stock, and qualifying preferred stock) and imposing restrictions on Tier 1-eligible dividends and any discretionary bonus payments in the event that this capital falls below specified thresholds.



41



8.
FAIR VALUE DISCLOSURES

As of March 31, 2017 , Farmer Mac's assets and liabilities recorded at fair value included financial instruments valued at $5.3 billion whose fair values were estimated by management in the absence of readily determinable fair values (i.e., level 3).  These financial instruments measured as level 3 represented 33 percent of total assets and 68 percent of financial instruments measured at fair value as of March 31, 2017 . As of December 31, 2016 , Farmer Mac's assets and liabilities recorded at fair value included financial instruments valued at $4.9 billion whose fair values were estimated by management in the absence of readily determinable fair values.  These financial instruments measured as level 3 represented 31 percent of total assets and 65 percent of financial instruments measured at fair value as of December 31, 2016 .

Net transfers in and/or out of the different levels within the fair value hierarchy are based on the fair values of the assets and liabilities as of the beginning of the reporting period. During the first three months of 2017  there was one transfer within fair value hierarchy from Level 2 to Level 3 for the fair value measurement of a fixed-rate GSE guaranteed mortgage-backed security (interest only strip). The transfer to Level 3 was because unobservable inputs became significant to the overall estimate of the fair value of the security as of March 31, 2017. There were no transfers within the fair value hierarchy for fair value measurements of Farmer Mac's investment securities, Farmer Mac Guaranteed Securities, USDA Securities, and financial derivatives during the first three months of 2016 . See Note 3 for information about the transfer of available-for-sale USDA and Farmer Mac Guaranteed USDA securities to held-to-maturity as of October 1, 2016.



42



The following tables present information about Farmer Mac's assets and liabilities measured at fair value on a recurring and non-recurring basis as of March 31, 2017 and December 31, 2016 , respectively, and indicate the fair value hierarchy of the valuation techniques used by Farmer Mac to determine such fair value:

Table 8.1
Assets and Liabilities Measured at Fair Value as of March 31, 2017
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(in thousands)
Recurring:
 
Assets:
 
 
 
 
 
 
 
Investment Securities:
 
 
 
 
 
 
 
Available-for-sale:
 
 
 
 
 
 
 
Floating rate auction-rate certificates backed by Government guaranteed student loans
$

 
$

 
$
18,124

 
$
18,124

Floating rate asset-backed securities

 
40,370

 

 
40,370

Floating rate corporate debt securities

 
10,060

 

 
10,060

Floating rate Government/GSE guaranteed mortgage-backed securities

 
1,344,690

 

 
1,344,690

Fixed rate GSE guaranteed mortgage-backed securities

 
558

 
4,819

 
5,377

Floating rate GSE subordinated debt

 
67,576

 

 
67,576

Fixed rate senior agency debt

 
187,065

 

 
187,065

Fixed rate U.S. Treasuries
805,982

 

 

 
805,982

Total Investment Securities
805,982

 
1,650,319

 
22,943

 
2,479,244

Farmer Mac Guaranteed Securities:
 

 
 

 
 

 
 

Available-for-sale:
 

 
 

 
 

 
 

AgVantage

 

 
5,243,046

 
5,243,046

Total Farmer Mac Guaranteed Securities

 

 
5,243,046

 
5,243,046

USDA Securities:
 

 
 

 
 

 
 

Trading

 

 
18,602

 
18,602

Total USDA Securities

 

 
18,602

 
18,602

Financial derivatives
8

 
2,666

 

 
2,674

Total Assets at fair value
$
805,990

 
$
1,652,985

 
$
5,284,591

 
$
7,743,566

Liabilities:
 

 
 

 
 

 
 

Financial derivatives
$

 
$
32,054

 
$

 
$
32,054

Total Liabilities at fair value
$

 
$
32,054

 
$

 
$
32,054

Non-recurring:
 

 
 

 
 

 
 

Assets:
 

 
 

 
 

 
 

Loans held for investment
$

 
$

 
$
1,260

 
$
1,260

REO

 

 
4,978

 
4,978

Total Non-recurring Assets at fair value
$

 
$

 
$
6,238

 
$
6,238




43



Assets and Liabilities Measured at Fair Value as of December 31, 2016
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(in thousands)
Recurring:
 
Assets:
 
 
 
 
 
 
 
Investment Securities:
 
 
 
 
 
 
 
Available-for-sale:
 
 
 
 
 
 
 
Floating rate auction-rate certificates backed by Government guaranteed student loans
$

 
$

 
$
17,730

 
$
17,730

Floating rate asset-backed securities

 
43,851

 

 
43,851

Floating rate corporate debt securities

 
10,041

 

 
10,041

Floating rate Government/GSE guaranteed mortgage-backed securities

 
1,361,029

 

 
1,361,029

Fixed rate GSE guaranteed mortgage-backed securities

 
7,625

 

 
7,625

Floating rate GSE subordinated debt

 
66,953

 

 
66,953

Fixed rate senior agency debt

 
187,133

 

 
187,133

Fixed rate U.S. Treasuries
821,489

 

 

 
821,489

Total Investment Securities
821,489

 
1,676,632

 
17,730

 
2,515,851

Farmer Mac Guaranteed Securities:
 

 
 

 
 

 
 

Available-for-sale:
 

 
 

 
 

 
 

AgVantage

 

 
4,853,685

 
4,853,685

Total Farmer Mac Guaranteed Securities

 

 
4,853,685

 
4,853,685

USDA Securities:
 

 
 

 
 

 
 

Trading

 

 
20,388

 
20,388

Total USDA Securities

 

 
20,388

 
20,388

Financial derivatives

 
23,182

 

 
23,182

Total Assets at fair value
$
821,489

 
$
1,699,814

 
$
4,891,803

 
$
7,413,106

Liabilities:
 

 
 

 
 

 
 

Financial derivatives
$
155

 
$
57,997

 
$

 
$
58,152

Total Liabilities at fair value
$
155

 
$
57,997

 
$

 
$
58,152

Non-recurring:
 

 
 

 
 

 
 

Assets:
 

 
 

 
 

 
 

Loans held for investment
$

 
$

 
$
2,799

 
$
2,799

REO
$

 
$

 
$
349

 
$
349

Total Non-recurring Assets at fair value
$

 
$

 
$
3,148

 
$
3,148






44



The following tables present additional information about assets and liabilities measured at fair value on a recurring basis for which Farmer Mac has used significant unobservable inputs to determine fair value. Net transfers in and/or out of level 3 are based on the fair values of the assets and liabilities as of the beginning of the reporting period. There were no liabilities measured at fair value using significant unobservable inputs during the three months ended March 31, 2017 and 2016.

Table 8.2
 
Level 3 Assets and Liabilities Measured at Fair Value for the Three Months Ended March 31, 2017
  
Beginning
Balance
 
Transfers in
 
Purchases
 
Sales
 
Settlements
 
Realized and
Unrealized Gains/(Losses) included
in Income
 
Unrealized
Gains/(Losses)
included in Other
Comprehe -nsive
Income
 
Ending
Balance
 
(in thousands)
Recurring:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Investment Securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Floating rate auction-rate certificates backed by Government guaranteed student loans
$
17,730

 

 
$

 
$

 
$

 
$

 
$
394

 
$
18,124

Fixed rate GSE guaranteed mortgage-backed securities

 
7,041

 

 

 
(112
)
 

 
(2,110
)
 
4,819

Total available-for-sale
17,730

 
7,041

 

 

 
(112
)
 

 
(1,716
)
 
22,943

Farmer Mac Guaranteed Securities:
 

 
 
 
 

 
 

 
 
 
 

 
 
 
 

Available-for-sale:
 

 
 
 
 

 
 

 
 
 
 

 
 
 
 

AgVantage
4,853,685

 

 
539,527

 

 
(161,907
)
 
(3,215
)
 
14,956

 
5,243,046

Total available-for-sale
4,853,685

 

 
539,527

 

 
(161,907
)
 
(3,215
)
 
14,956

 
5,243,046

USDA Securities:
 

 
 
 
 

 
 

 
 
 
 

 
 
 
 

Available-for-sale

 

 
32,589

 
(32,589
)
 

 

 

 

Trading (1)
20,388

 

 

 

 
(1,704
)
 
(82
)
 

 
18,602

Total USDA Securities
20,388

 

 
32,589

 
(32,589
)
 
(1,704
)
 
(82
)
 

 
18,602

Total Assets at fair value
$
4,891,803

 
$
7,041

 
$
572,116

 
$
(32,589
)

$
(163,723
)
 
$
(3,297
)

$
13,240


$
5,284,591

(1)  
Includes unrealized losses of $44,000 attributable to assets still held as of March 31, 2017 that are recorded in " (Losses)/gains on trading securities ."




45



Level 3 Assets and Liabilities Measured at Fair Value for the Three Months Ended March 31, 2016
  
Beginning
Balance
 
Purchases
 
Sales
 
Settlements
 
Realized and
Unrealized (Losses)/Gains included
in Income
 
Unrealized
Gains/(Losses)
included in Other
Comprehen-sive
Income
 
Ending
Balance
 
(in thousands)
Recurring:
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
Investment Securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
Available-for-sale:
 
 
 
 
 
 
 
 
 
 
 
 
 
Floating rate auction-rate certificates backed by Government guaranteed student loans
$
44,924

 
$

 
$
(26,806
)
 
$

 
$
6

 
$
(394
)
 
$
17,730

Total available-for-sale
44,924

 

 
(26,806
)
 

 
6

 
(394
)
 
17,730

Trading:
 

 
 

 
 

 
 
 
 

 
 
 
 

Floating rate asset-backed securities (1)
491

 

 

 
(206
)
 
98

 

 
383

Total trading
491

 

 

 
(206
)
 
98

 

 
383

Total Investment Securities
45,415

 

 
(26,806
)
 
(206
)
 
104

 
(394
)
 
18,113

Farmer Mac Guaranteed Securities:
 

 
 

 
 

 
 
 
 

 
 
 
 

Available-for-sale:
 

 
 

 
 

 
 
 
 

 
 
 
 

AgVantage
4,121,244

 
915,531

 

 
(512,530
)
 
24,298

 
(13,733
)
 
4,534,810

Farmer Mac Guaranteed USDA Securities
31,361

 

 

 
(498
)
 

 
(169
)
 
30,694

Total Farmer Mac Guaranteed Securities
4,152,605

 
915,531

 

 
(513,028
)
 
24,298

 
(13,902
)
 
4,565,504

USDA Securities:
 

 
 

 
 

 
 
 
 

 
 
 
 

Available-for-sale
1,888,344

 
98,974

 
(3,648
)
 
(84,193
)
 

 
8,537

 
1,908,014

Trading (2)
28,975

 

 

 
(2,365
)
 
259

 

 
26,869

Total USDA Securities
1,917,319

 
98,974

 
(3,648
)
 
(86,558
)
 
259

 
8,537

 
1,934,883

Total Assets at fair value
$
6,115,339

 
$
1,014,505

 
$
(30,454
)
 
$
(599,792
)
 
$
24,661

 
$
(5,759
)
 
$
6,518,500

(1)  
Unrealized gains are attributable to assets still held as of March 31, 2016 and are recorded in " (Losses)/gains on trading securities ."
(2)  
Includes unrealized gains of $0.2 million attributable to assets still held as of March 31, 2016 that are recorded in " (Losses)/gains on trading securities ."




46



The following tables present additional information about the significant unobservable inputs, such as discount rates and constant prepayment rates ("CPR"), used in the fair value measurements categorized in level 3 of the fair value hierarchy as of March 31, 2017 and December 31, 2016 .

Table 8.3
 
 
As of March 31, 2017
Financial Instruments
 
Fair Value
 
Valuation Technique
 
Unobservable Input
 
Range (Weighted-Average)
 
 
(in thousands)
Assets:
 
 
 
 
 
 
 
 
Investment securities:
 
 
 
 
 
 
 
 
Floating rate auction-rate certificates backed by Government guaranteed student loans
 
$
18,124

 
Indicative bids
 
Range of broker quotes
 
92.0% - 92.0% (92.0%)
Fixed rate GSE guaranteed mortgage-backed securities
 
$
4,819

 
Discounted cash flow
 
Discount rate
 
3.4%
 
 
 
 
 
 
CPR
 
0 %
Farmer Mac Guaranteed Securities:
 
 
 
 
 
 
 
 
AgVantage
 
$
5,243,046

 
Discounted cash flow
 
Discount rate
 
1.7% - 3.3% (2.0%)
 
 
 
 
 
 
 
 
 
USDA Securities
 
$
18,602

 
Discounted cash flow
 
Discount rate
 
3.7% - 5.3% (5.0%)
 
 
 
 
 
 
CPR
 
9% - 19% (17%)

 
 
As of December 31, 2016
Financial Instruments
 
Fair Value
 
Valuation Technique
 
Unobservable Input
 
Range (Weighted-Average)
 
 
(in thousands)
Assets:
 
 
 
 
 
 
 
 
Investment securities:
 
 
 
 
 
 
 
 
Floating rate auction-rate certificates backed by Government guaranteed student loans
 
$
17,730

 
Indicative bids
 
Range of broker quotes
 
90.0% - 90.0% (90.0%)
Farmer Mac Guaranteed Securities:
 
 
 
 
 
 
 
 
AgVantage
 
$
4,853,685

 
Discounted cash flow
 
Discount rate
 
1.5% - 3.3% (1.9%)
 
 
 
 
 
 
 
 
 
USDA Securities
 
$
20,388

 
Discounted cash flow
 
Discount rate
 
4.0% - 5.3% (5.0%)
 
 
 
 
 
 
CPR
 
13% - 18% (17%)

The significant unobservable inputs used in the fair value measurements of Farmer Mac Guaranteed Securities and USDA Securities are prepayment rates and discount rates commensurate with the risks involved. Typically, significant increases (decreases) in any of these inputs in isolation may result in materially lower (higher) fair value measurements. Generally, in a rising interest rate environment, Farmer Mac would expect average discount rates to increase and would likely expect a corresponding decrease in forecasted prepayment rates. Conversely, in a declining interest rate environment, Farmer Mac would expect average discount rates to decrease and would likely expect a corresponding increase in forecasted prepayment rates. Prepayment rates are not presented in the table above for AgVantage securities because they generally do not pay down principal based on amortization schedules but instead typically have fixed maturity dates when the secured general obligations are due.



47



Disclosures on Fair Value of Financial Instruments

The following table sets forth the estimated fair values and carrying values for financial assets, liabilities, and guarantees and commitments as of March 31, 2017 and December 31, 2016 :

Table 8.4

 
As of March 31, 2017
 
As of December 31, 2016
 
Fair Value
 
Carrying
Amount
 
Fair Value
 
Carrying
Amount
 
(in thousands)
Financial assets:
 
 
 
 
 
 
 
Cash and cash equivalents
$
313,641

 
$
313,641

 
$
265,229

 
$
265,229

Investment securities
2,479,244

 
2,479,244

 
2,515,851

 
2,515,851

Farmer Mac Guaranteed Securities
6,321,194

 
6,317,732

 
6,006,694

 
6,002,916

USDA Securities
1,978,216

 
2,044,424

 
1,934,023

 
2,029,613

Loans
4,663,885

 
4,635,230

 
4,481,019

 
4,507,435

Financial derivatives
2,674

 
2,674

 
23,182

 
23,182

Guarantee and commitment fees receivable:
 
 
 
 
 
 
 
LTSPCs
34,137

 
32,926

 
34,720

 
32,656

Farmer Mac Guaranteed Securities
5,791

 
5,822

 
6,197

 
6,215

Financial liabilities:
 
 
 
 
 
 
 
Notes payable:
 
 
 
 
 
 
 
Due within one year
7,613,484

 
7,616,431

 
8,439,515

 
8,440,123

Due after one year
6,345,661

 
6,300,750

 
5,260,497

 
5,222,977

Debt securities of consolidated trusts held by third parties
1,199,226

 
1,212,792

 
1,107,513

 
1,142,704

Financial derivatives
32,054

 
32,054

 
58,152

 
58,152

Guarantee and commitment obligations:
 
 
 
 
 
 
 
LTSPCs
33,300

 
32,089

 
33,860

 
31,796

Farmer Mac Guaranteed Securities
4,682

 
4,713

 
5,467

 
5,486


The carrying value of cash and cash equivalents is a reasonable estimate of their approximate fair value and is classified as level 1 within the fair value hierarchy. Investment securities primarily are valued based on unadjusted quoted prices in active markets and are classified as level 2 within the fair value hierarchy. Farmer Mac internally models the fair value of its loan portfolio, including loans held for investment and loans held for investment in consolidated trusts, Farmer Mac Guaranteed Securities, and USDA Securities by discounting the projected cash flows of these instruments at projected interest rates. The fair values are based on the present value of expected cash flows using management's best estimate of certain key assumptions, which include prepayment speeds, forward yield curves and discount rates commensurate with the risks involved. These fair value measurements do not take into consideration the fair value of the underlying property and are classified as level 3 within the fair value hierarchy. Financial derivatives primarily are valued using unadjusted counterparty valuations and are classified as level 2 within the fair value hierarchy. The fair value of the guarantee fees receivable/obligation and debt securities of consolidated trusts are estimated based on the present value of expected future cash flows of the underlying mortgage assets using management's best estimate of certain key assumptions, which include prepayments speeds, forward yield curves, and discount rates commensurate with the risks involved and are classified as level 3 within the fair value hierarchy. Notes payable are valued by discounting the expected cash flows of these instruments using a yield curve derived from market prices observed for similar agency securities and are also classified as level 3 within the fair value hierarchy. Because the cash flows of Farmer Mac's financial


48



instruments may be interest rate path dependent, estimated fair values and projected discount rates for level 3 financial instruments are derived using a Monte Carlo simulation model. Different market assumptions and estimation methodologies could significantly affect estimated fair value amounts.



49



9.
BUSINESS SEGMENT REPORTING

The following tables present core earnings for Farmer Mac's operating segments and a reconciliation to consolidated net income for the three months ended March 31, 2017 and 2016 :

Table 9.1

Core Earnings by Business Segment
For the Three Months Ended March 31, 2017
 
Farm & Ranch
 
USDA Guarantees
 
Rural 
Utilities
 
Institutional Credit
 
Corporate
 
Reconciling
Adjustments
 
Consolidated Net Income
 
(in thousands)
Net interest income
$
12,754

 
$
5,283

 
$
2,948

 
$
13,502

 
$
2,584

 
$

 
$
37,071

Less: reconciling adjustments (1)(2)(3)
(2,070
)
 
(580
)
 
(309
)
 
(921
)
 
(325
)
 
4,205

 

Net effective spread
10,684

 
4,703

 
2,639

 
12,581

 
2,259

 
4,205

 

Guarantee and commitment fees (2)
4,295

 
74

 
492

 
455

 

 
(1,472
)
 
3,844

Other income/(expense) (3)(4)
194

 
14

 
5

 

 
843

 
1,896

 
2,952

Non-interest income/(loss)
4,489

 
88

 
497

 
455

 
843

 
424

 
6,796

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Provision for loan losses
(637
)
 

 

 

 

 

 
(637
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Release of reserve for losses
193

 

 

 

 

 

 
193

Other non-interest expense
(4,065
)
 
(1,087
)
 
(587
)
 
(1,521
)
 
(3,482
)
 

 
(10,742
)
Non-interest expense (5)
(3,872
)
 
(1,087
)
 
(587
)
 
(1,521
)
 
(3,482
)
 

 
(10,549
)
Core earnings before income taxes
10,664

 
3,704

 
2,549

 
11,515

 
(380
)
 
4,629

(6)  
32,681

Income tax (expense)/benefit
(3,732
)
 
(1,296
)
 
(892
)
 
(4,030
)
 
785

 
(1,621
)
 
(10,786
)
Core earnings before preferred stock dividends and attribution of income to non-controlling interest
6,932

 
2,408

 
1,657

 
7,485

 
405

 
3,008

(6)  
21,895

Preferred stock dividends

 

 

 

 
(3,295
)
 

 
(3,295
)
Non-controlling interest

 

 

 

 
15

 

 
15

Segment core earnings/(losses)
$
6,932

 
$
2,408

 
$
1,657

 
$
7,485

 
$
(2,875
)
 
$
3,008

(6)  
$
18,615

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total assets at carrying value
$
3,693,360

 
$
2,109,264

 
$
1,005,187

 
$
6,315,591

 
$
2,808,355

 
$

 
$
15,931,757

Total on- and off-balance sheet program assets at principal balance
$
6,240,467

 
$
2,149,697

 
$
1,868,794

 
$
7,585,583

 


 

 
$
17,844,541

(1)  
Excludes the amortization of premiums and discounts on assets consolidated at fair value, originally included in interest income, to reflect core earnings amounts.
(2)  
Includes the reclassification of interest income and interest expense from consolidated trusts owned by third parties to guarantee and commitment fees, to reflect management's view that the net interest income Farmer Mac earns is effectively a guarantee fee.
(3)  
Includes the reclassification of interest expense related to interest rate swaps not designated as hedges, which are included in " Gains/(losses) on financial derivatives and hedging activities " on the consolidated financial statements, to determine the effective funding cost for each operating segment.
(4)  
Includes reconciling adjustments for fair value adjustments on financial derivatives and trading assets. Also includes a reconciling adjustment related to the recognition of deferred gains over the estimated lives of certain Farmer Mac Guaranteed Securities and USDA Securities. In 2016 and prior periods, fair value adjustments on financial derivatives included variation margin payment amounts because those amounts were considered to be collateral of the related exposure and were accounted for as unrealized gains or losses. However, effective first quarter 2017, CME implemented a change in its rules related to the exchange of variation margin, whereby variation margin payments are considered to be a partial settlement of the respective derivatives contracts rather than as pledged collateral, and accounted for as realized gains and losses. See Note 4 for more information about this rule change. Farmer Mac believes that even though these variation margin amounts are now accounted for as realized gains or losses on financial derivatives and hedging activities as a result of the CME rule change, their economic character will remain the same as they were before the change. The exchange of variation margin, whether considered a partial settlement of or the pledge of collateral under a derivatives contract, is not expected to have a cumulative net impact on Farmer Mac's financial condition or results of operations reported in accordance with GAAP because the related financial instruments are expected to be held to maturity. Therefore, beginning in 2017, this reconciling adjustment includes realized gains and losses on financial derivatives centrally cleared through CME resulting from the exchange of variation margin. As a result, core earnings subsequent to 2016 will be presented on a consistent basis with core earnings in 2016 and prior periods.
(5)  
Includes directly attributable costs and an allocation of indirectly attributable costs based on staffing.
(6)  
Net adjustments to reconcile to the corresponding income measures: core earnings before income taxes reconciled to income before income taxes; core earnings before preferred stock dividends and attribution of income to non-controlling interest reconciled to net income; and segment core earnings reconciled to net income attributable to common stockholders.



50



Core Earnings by Business Segment
For the Three Months Ended March 31, 2016
 
Farm & Ranch
 
USDA Guarantees
 
Rural 
Utilities
 
Institutional Credit
 
Corporate
 
Reconciling
Adjustments
 
Consolidated Net Income
 
(in thousands)
Net interest income
$
11,127

 
$
5,052

 
$
2,864

 
$
11,749

 
$
2,848

 
$

 
$
33,640

Less: reconciling adjustments (1)(2)(3)
(1,666
)
 
(744
)
 
(326
)
 
(659
)
 
(296
)
 
3,691

 

Net effective spread
9,461

 
4,308

 
2,538

 
11,090

 
2,552

 
3,691

 

Guarantee and commitment fees (2)
3,909

 
7

 
295

 
458

 

 
(1,043
)
 
3,626

Other income/(expense) (3)(4)
97

 
58

 

 

 
(672
)
 
(5,815
)
 
(6,332
)
Non-interest income/(loss)
4,006

 
65

 
295

 
458

 
(672
)
 
(6,858
)
 
(2,706
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Provision for loan losses
(49
)
 

 

 

 

 

 
(49
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Release of reserve for losses
(14
)
 

 

 

 

 

 
(14
)
Other non-interest expense
(4,161
)
 
(1,093
)
 
(831
)
 
(539
)
 
(3,328
)
 

 
(9,952
)
Non-interest expense (5)
(4,175
)
 
(1,093
)
 
(831
)
 
(539
)
 
(3,328
)
 

 
(9,966
)
Core earnings before income taxes
9,243

 
3,280

 
2,002

 
11,009

 
(1,448
)
 
(3,167
)
(6)  
20,919

Income tax (expense)/benefit
(3,236
)
 
(1,148
)
 
(701
)
 
(3,852
)
 
493

 
1,109

 
(7,335
)
Core earnings before preferred stock dividends and attribution of income to non-controlling interest
6,007

 
2,132

 
1,301

 
7,157

 
(955
)
 
(2,058
)
(6)  
13,584

Preferred stock dividends

 

 

 

 
(3,295
)
 

 
(3,295
)
Non-controlling interest

 

 

 

 
28

 

 
28

Segment core earnings/(losses)
$
6,007

 
$
2,132

 
$
1,301

 
$
7,157

 
$
(4,222
)
 
$
(2,058
)
(6)  
$
10,317

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total assets at carrying value
$
3,115,749

 
$
1,987,855

 
$
1,002,691

 
$
5,731,346

 
$
4,318,387

 
$

 
$
16,156,028

Total on- and off-balance sheet program assets at principal balance
$
5,713,789

 
$
1,929,582

 
$
1,510,575

 
$
7,061,626

 
 
 

 
$
16,215,572

(1)  
Excludes the amortization of premiums and discounts on assets consolidated at fair value, originally included in interest income, to reflect core earnings amounts.
(2)  
Includes the reclassification of interest income and interest expense from consolidated trusts owned by third parties to guarantee and commitment fees, to reflect management's view that the net interest income Farmer Mac earns is effectively a guarantee fee.
(3)  
Includes the reclassification of interest expense related to interest rate swaps not designated as hedges, which are included in " Gains/(losses) on financial derivatives and hedging activities " on the consolidated financial statements, to determine the effective funding cost for each operating segment.
(4)  
Includes reconciling adjustments for fair value adjustments on financial derivatives and trading assets. Also includes a reconciling adjustment related to the recognition of deferred gains over the estimated lives of certain Farmer Mac Guaranteed Securities and USDA Securities.
(5)  
Includes directly attributable costs and an allocation of indirectly attributable costs based on staffing.
(6)  
Net adjustments to reconcile to the corresponding income measures: core earnings before income taxes reconciled to income before income taxes; core earnings before preferred stock dividends and attribution of income to non-controlling interest reconciled to net income; and segment core earnings reconciled to net income attributable to common stockholders.







51




Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations

Financial information included in this report is consolidated to include the accounts of Farmer Mac and its three subsidiaries – Farmer Mac Mortgage Securities Corporation, Farmer Mac II LLC, and Contour Valuation Services, LLC (which began doing business as AgVisory during first quarter 2016) ("AgVisory"). This discussion and analysis of financial condition and results of operations should be read together with: (1) the interim unaudited consolidated financial statements and the related notes that appear elsewhere in this report; and (2) Farmer Mac's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on March 9, 2017.


FORWARD-LOOKING STATEMENTS

Some statements made in this report, and in particular in the "Management's Discussion & Analysis of Financial Condition and Results of Operations" section, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 pertaining to management's current expectations as to Farmer Mac's future financial results, business prospects, and business developments.  Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate, or imply future results, performance, or achievements. These statements typically are accompanied by, and identified with, terms such as "anticipates," "believes," "expects," "intends," "plans," "potential," "may," "should," and similar phrases.  This report includes forward-looking statements addressing Farmer Mac's:
 
prospects for earnings;
prospects for growth in business volume;
trends in net interest income and net effective spread;
trends in portfolio credit quality, delinquencies, substandard assets, credit losses, and provisions for losses;
trends in expenses;
trends in investment securities;
prospects for asset impairments and allowance for losses;
changes in capital position;
future dividend payments; and
other business and financial matters.

Management's expectations for Farmer Mac's future necessarily involve a number of assumptions and estimates and the evaluation of risks and uncertainties.  Various factors or events, both known and unknown, could cause Farmer Mac's actual results to differ materially from the expectations as expressed or implied by the forward-looking statements, including the factors discussed under "Risk Factors" in Part I, Item 1A of Farmer Mac's Annual Report on Form 10-K for the fiscal period ended December 31, 2016 filed with the SEC on March 9, 2017, and uncertainties regarding:
 
the availability to Farmer Mac of debt and equity financing and, if available, the reasonableness of rates and terms;
legislative or regulatory developments that could affect Farmer Mac, its sources of business, or the agricultural or rural utilities industries;
fluctuations in the fair value of assets held by Farmer Mac and its subsidiaries;


52



the rate and direction of development of the secondary market for agricultural mortgage and rural utilities loans, including lender interest in Farmer Mac's products and the secondary market provided by Farmer Mac;
the general rate of growth in agricultural mortgage and rural utilities indebtedness;
the effect of economic conditions, including the effects of drought and other weather-related conditions and fluctuations in agricultural real estate values, on agricultural mortgage lending and borrower repayment capacity;
developments in the financial markets, including possible investor, analyst, and rating agency reactions to events involving government-sponsored enterprises, including Farmer Mac;
changes in the level and direction of interest rates, which could, among other things, affect the value of collateral securing Farmer Mac's agricultural mortgage loan assets;
the degree to which Farmer Mac is exposed to basis risk, which results from fluctuations in Farmer Mac's borrowing costs relative to market indexes such as LIBOR; and
volatility in commodity prices relative to costs of production and/or export demand for U.S. agricultural products.

In light of these potential risks and uncertainties, no undue reliance should be placed on any forward-looking statements expressed in this report.  Furthermore, Farmer Mac undertakes no obligation to release publicly the results of revisions to any forward-looking statements that may be made to reflect new information or any future events or circumstances, except as otherwise mandated by the SEC. The information contained in this report is not necessarily indicative of future results.



53



Overview

Farmer Mac increased its outstanding business volume by $0.4 billion from the end of 2016 to $17.8 billion as of March 31, 2017. The primary driver of this increase was net growth in AgVantage securities of $0.3 billion in the Institutional Credit line of business. Farmer Mac also grew its Farm & Ranch loan portfolio by $0.1 billion during first quarter 2017 notwithstanding the seasonally large amount of repayments that result from the January 1 payment date on almost all loans in the portfolio. Farmer Mac's total allowance for losses and substandard assets both increased modestly in dollars (but not as a percent of the Farm & Ranch portfolio) during first quarter 2017 compared to fourth quarter 2016. 90-day delinquencies as of March 31, 2017 increased more significantly, in terms of both dollars and percent of the Farm & Ranch portfolio compared to year-end 2016 levels but remained below Farmer Mac's historical average. Farmer Mac also increased the quarterly dividend on all three classes of Farmer Mac common stock to $0.36 per share in first quarter 2017, which was a 38 percent increase over the quarterly dividend amount paid during 2016.

The discussion below of Farmer Mac's financial information includes certain "non-GAAP measures," which are measures of financial performance that are not presented in accordance with generally accepted accounting principles in the United States ("GAAP"). For more information about the non-GAAP measures Farmer Mac uses, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Use of Non-GAAP Measures."
 
Net Income and Core Earnings

Farmer Mac's net income attributable to common stockholders for first quarter 2017 was $18.6 million , compared to $25.5 million in fourth quarter 2016 and $10.3 million in first quarter 2016.

The $6.9 million sequential decrease was driven by the effects of fair value changes on financial derivatives and hedged assets, which was a $3.1 million after-tax gain in first quarter 2017 compared to a $11.2 million after-tax gain in fourth quarter 2016. The decrease was offset in part by (1) $0.7 million of tax benefits from the vesting of restricted stock and the exercise of stock appreciation rights ("SARs"), both of which were accounted for under new accounting guidance described in Note 1(d) to the consolidated financial statements that became effective in first quarter 2017; and (2) an increase in net interest income of $0.2 million, after tax.

The $8.3 million year-over-year increase was driven by the effects of fair value changes on financial derivatives and hedged assets, which was a $3.1 million after-tax gain in first quarter 2017 compared to a $1.9 million after-tax loss in first quarter 2016. Also contributing to the year-over-year increase was (1) an increase in net interest income of $2.2 million , after tax; and (2) $0.7 million of the aforementioned tax benefits from stock-based awards.

Farmer Mac's non-GAAP core earnings for first quarter 2017 were $15.6 million , compared to $13.9 million in fourth quarter 2016 and $12.4 million in first quarter 2016.

The $1.7 million sequential increase in core earnings was primarily attributable to (1) higher total revenues, which included a $0.6 million after-tax increase in net effective spread and a $0.1 million after-tax increase in guarantee and commitment fee income, partially offset by a $0.1 million after-tax decrease in other income; and (2) $0.7 million of the aforementioned tax benefits from stock-based awards. Also contributing to the sequential increase in core earnings was a decrease in operating expenses of $0.1


54



million , after tax, as an increase in compensation and employee benefits expense was more than offset by the decrease in general and administrative ("G&A") expenses. The $0.3 million after-tax decrease in G&A expenses was driven by seasonally lower consulting expenses in first quarter 2017. The $0.2 million after-tax increase in compensation and employee benefits expense resulted from the annual vesting of stock-based awards and higher payroll taxes.

The $3.2 million year-over-year increase in core earnings was primarily attributable to higher total revenues, which included (1) a $1.9 million after-tax increase in net effective spread; (2) a $0.4 million after-tax increase in guarantee and commitment fee income; (3) a $0.6 million after-tax increase in fees received upon the inception of swaps cleared through the Chicago Mercantile Exchange ("CME"); and (4) a $0.3 million after-tax decrease in hedging losses. Also contributing to the increase was $0.7 million of the aforementioned tax benefits from stock-based awards. Offsetting the year-over-year core earnings increase in part was a $0.5 million after-tax increase in operating expenses compared to first quarter 2016, driven by higher G&A expenses and higher compensation and employee benefits expenses. The year-over-year $0.2 million after-tax increase in G&A expenses was attributable primarily to higher expenses related to continued technology and business infrastructure investments and expenses related to business development efforts. The year-over-year $0.3 million after-tax increase in compensation and benefits expenses was due primarily to an increase in staffing, related employee health insurance costs and benefits, and higher variable incentive compensation driven by exceeding certain performance targets. Year-over-year credit-related expenses also increased by $0.2 million , after tax, resulting from net provisions to the allowance for losses of $0.3 million, after tax, in first quarter 2017, compared to net provisions of $0.1 million, after tax, in first quarter 2016.

For more information about net income attributable to common stockholders, the composition of core earnings, and a reconciliation of net income attributable to common stockholders to core earnings, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations." For more information about the non-GAAP measures Farmer Mac uses, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Use of Non-GAAP Measures."

Net Interest Income and Net Effective Spread

Net interest income was $37.1 million for first quarter 2017, compared to $36.7 million for fourth quarter 2016 and $33.6 million for first quarter 2016. The overall net interest yield was 0.96 percent for first quarter 2017, compared to 0.95 percent for fourth quarter 2016 and 0.88 percent for first quarter 2016.

The $0.4 million sequential increase in net interest income was primarily driven by (1) growth in AgVantage Securities and Farm & Ranch loans, (2) the full quarter effect of an increase in short-term interest rates on assets and liabilities indexed to LIBOR related to the Federal Reserve's decision to raise the target range for the federal funds rate in December 2016, and (3) the incremental effect of the Federal Reserve's decision to raise the target range for the federal funds rate again in March 2017. This effect on net interest income occurred because interest expense used to calculate net interest income does not include all the funding expenses related to these assets such as the expense on financial derivatives not designated in hedge accounting relationships. This increase in short-term rates on assets and liabilities indexed to LIBOR did not have a similar effect on net effective spread because net effective spread includes interest expense from all funding related to those assets, including interest expense from financial derivatives not designated in hedge accounting relationships. The sequential increase in net interest income was offset in part by two fewer days of interest in first quarter 2017 compared to fourth quarter


55



2016 and an increase in the application of hedge accounting, as funding expense from financial derivatives related to assets designated in hedge accounting relationships is recorded through net interest income. The 1 basis point sequential increase in net interest income in percentage terms was primarily attributable to a reduction in the average balance in Treasury bills and senior agency debt (which generate a net loss for Farmer Mac) within Farmer Mac's liquidity investment portfolio.
  
The $3.5 million year-over-year increase in net interest income was driven by net growth in Farm & Ranch loans, USDA Securities, and AgVantage Securities. Another factor contributing to the increase was the aforementioned increases of the federal funds rate in December 2016 and March 2017, which impacted assets and liabilities indexed to LIBOR. Also contributing to the increase was an increase in the net effect of consolidated trusts from an increase in securitization of Farm & Ranch loans throughout 2016 and the first three months of 2017. Farmer Mac earns the difference between the interest income recognized on loans in consolidated trusts and the related interest expense recognized on debt securities of consolidated trusts held by third parties. This increase was offset in part by one less day of interest in first quarter 2017 compared to first quarter 2016 and an increase in the application of hedge accounting, as funding expense from financial derivatives related to assets designated in hedge accounting relationships is recorded through net interest income. The 8 basis point year-over-year increase in net interest income in percentage terms was primarily attributable to a reduction in the average balance of lower-earning cash and cash equivalents.

Net effective spread, a non-GAAP measure, was $32.9 million for first quarter 2017, compared to $31.9 million in fourth quarter 2016 and $29.9 million in first quarter 2016. In percentage terms, net effective spread for first quarter 2017 was 0.91 percent , compared to 0.89 percent in fourth quarter 2016 and 0.82 percent in first quarter 2016. Farmer Mac uses net effective spread as an alternative measure to net interest income because management believes it is a useful metric that accurately reflects the economics of the net spread between all the assets owned by Farmer Mac and all related funding, including any associated derivatives, some of which may not be reflected in net interest income under GAAP.

The $1.0 million sequential increase in net effective spread in dollars was primarily attributable to (1) growth in AgVantage securities, Farm & Ranch loans, and other business volume, which increased net effective spread by approximately $0.8 million; and (2) changes in Farmer Mac's funding strategies and continued improvements in LIBOR-based short-term funding costs for floating rate assets indexed to LIBOR, which added approximately $0.4 million. This increase was offset in part by two fewer days of interest in first quarter 2017 compared to fourth quarter 2016. The 2 basis point sequential increase in net effective spread in percentage terms was primarily attributable to a reduction in the average balance in Treasury bills and senior agency debt (which generate a net loss for Farmer Mac) within Farmer Mac's liquidity investment portfolio, which added approximately 2 basis points to net effective spread. Also contributing to the increase were the effects of the aforementioned changes in Farmer Mac's funding strategy and improvements in the LIBOR-based funding market, which added approximately 1 basis point. This increase was offset in part by two fewer days of interest in first quarter 2017 compared to fourth quarter 2016, which reduced net effective spread by approximately 1 basis point.

The $3.0 million year-over-year increase in net effective spread in dollars was primarily attributable to (1) growth in AgVantage securities, Farm & Ranch loans, and other business volume, which increased net effective spread by approximately $2.0 million; (2) changes in Farmer Mac's funding strategies and continued improvements in LIBOR-based short-term funding costs for floating rate assets indexed to LIBOR, which added approximately $0.8 million; and (3) wider spreads on certain AgVantage securities that were refinanced throughout 2016 and the first three months of 2017. The year-over-year increase in


56



net effective spread was offset in part by one less day of interest in first quarter 2017 compared to first quarter 2016. The 9 basis point year-over-year increase in net effective spread in percentage terms was primarily attributable to a significant reduction in the average balance of cash and cash equivalents, which added approximately 5 basis points to net effective spread. Also contributing to the increase were the effects of the aforementioned changes in Farmer Mac's funding strategy and improvements in the LIBOR-based funding market, which added approximately 2 basis points, and the aforementioned refinance of certain AgVantage securities at wider spreads, which added approximately 1 basis point.

For more information about Farmer Mac's use of net effective spread as a financial measure, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Use of Non-GAAP Measures." For a reconciliation of net interest income to net effective spread, see Table 6 in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Net Interest Income."

Business Volume

Farmer Mac added $1.1 billion of new business volume during first quarter 2017. The new business volume included purchases of $561.4 million of AgVantage securities, purchases of $314.1 million of newly originated Farm & Ranch loans, Farm & Ranch loans added under LTSPCs of $113.3 million , purchases of $92.6 million of USDA Securities, issuance of $38.5 million of Farmer Mac Guaranteed USDA Securities, and purchases of Rural Utilities loans of $27.3 million . Taking into account maturities and paydowns on existing assets, Farmer Mac's outstanding business volume was $17.8 billion as of March 31, 2017 , an increase of $445.1 million from December 31, 2016 .

Capital

As of March 31, 2017 , Farmer Mac's core capital level was $624.3 million , which was $148.7 million above the minimum capital level required by Farmer Mac's statutory charter.  As of December 31, 2016 , Farmer Mac's core capital level was $609.7 million , which was $143.2 million above the minimum capital requirement. The increase in capital in excess of the minimum capital level was due primarily to an increase in retained earnings offset in part by an increase in minimum capital required to support the growth of on-balance sheet assets during first quarter 2017.

Farmer Mac's board of directors approved a share repurchase program during third quarter 2015 authorizing Farmer Mac to repurchase up to $25 million of its outstanding Class C non-voting common stock through September 2017. Farmer Mac did not repurchase shares during first quarter 2017 under this program. Farmer Mac also did not repurchase any shares under this program in fourth, third or second quarter 2016, but did repurchase 307,000 shares in first quarter 2016. As of March 31, 2017 , Farmer Mac had repurchased approximately 668,000 shares of Class C non-voting common stock at a cost of approximately $19.6 million under the share repurchase program.

Credit Quality

The total allowance for losses and substandard assets increased modestly in terms of dollars during first quarter 2017, but remained unchanged as a percent of the Farm & Ranch portfolio from their year-end 2016 levels. The provisions to the allowance for losses in first quarter 2017 were $0.4 million , compared to $0.1 million in first quarter 2016, and were primarily attributable to an increase in the specific allowance for certain impaired on-balance sheet crop and permanent planting loans resulting from both an


57



increase in the volume of such loans and downgrades in risk ratings on certain loans. The provisions in first quarter 2016 were attributable to an increase in the specific allowance for on-balance sheet impaired loans due to a modest increase in the balance of such loans and were partially offset by releases from the general allowance due to repayments of on-balance sheet Agricultural Storage and Processing loans.

As of March 31, 2017 , Farmer Mac's substandard assets were $171.5 million ( 2.7 percent of the Farm & Ranch portfolio), compared to $165.2 million ( 2.7 percent of the Farm & Ranch portfolio) as of December 31, 2016 . The increase in substandard assets from year-end 2016 was in-line with growth in the Farm & Ranch portfolio.

As of March 31, 2017 , Farmer Mac's 90-day delinquencies were $50.8 million ( 0.81 percent of the Farm & Ranch portfolio), compared to $21.0 million ( 0.34 percent of the Farm & Ranch portfolio) as of December 31, 2016. The increase in 90-day delinquencies from year-end is consistent with Farmer Mac's expectation that its 90-day delinquency rate will eventually revert closer to Farmer Mac's historical average due to macroeconomic factors and the cyclical nature of the agricultural economy. The increase is also consistent with the historical seasonal pattern of Farmer Mac's 90-day delinquencies fluctuating from quarter to quarter and being relatively higher for the first and third quarters, which corresponds to the annual (January 1st) and semi-annual (January 1st and July 1st) payment terms of most Farm & Ranch loans.

For more information about Farmer Mac's credit metrics, including 90-day delinquencies, the total allowance for losses, and substandard assets, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Risk Management—Credit Risk – Loans and Guarantees."

Use of Non-GAAP Measures

In the accompanying analysis of its financial information, Farmer Mac sometimes uses "non-GAAP measures," which are measures of financial performance that are not presented in accordance with GAAP. Specifically, Farmer Mac uses the following non-GAAP measures: "core earnings," "core earnings per share," and "net effective spread." Farmer Mac uses these non-GAAP measures to measure corporate economic performance and develop financial plans because, in management's view, they are useful alternative measures in understanding Farmer Mac's economic performance, transaction economics, and business trends.

The non-GAAP financial measures that Farmer Mac uses may not be comparable to similarly labeled non-GAAP financial measures disclosed by other companies. Farmer Mac's disclosure of these non-GAAP measures is intended to be supplemental in nature, and is not meant to be considered in isolation from, as a substitute for, or as more important than, the related financial information prepared in accordance with GAAP.

Core Earnings and Core Earnings Per Share

Core earnings and core earnings per share principally differ from net income attributable to common stockholders and earnings per common share, respectively, by excluding the effects of fair value fluctuations. These fluctuations are not expected to have a cumulative net impact on Farmer Mac's financial condition or results of operations reported in accordance with GAAP if the related financial instruments are held to maturity, as is expected. Among other items, these fair value fluctuations have included unrealized gains or losses on financial derivatives and hedging activities. Variation margin is


58



exchanged between Farmer Mac and its counterparties on both its cleared and non-cleared derivatives portfolios. Prior to first quarter 2017, Farmer Mac accounted for variation margin as collateral and associated unrealized gains or losses on those centrally cleared derivative contracts. However, beginning in first quarter 2017, the variation margin amounts exchanged between Farmer Mac and its counterparties on cleared derivatives are considered as settlement rather than collateral as a result of a change in variation margin rules implemented by the CME, the central clearinghouse used by Farmer Mac. Specifically, effective January 3, 2017, CME began to deem the exchange of variation margin between derivatives counterparties as a partial settlement of each respective derivative contract rather than as collateral pledged by a counterparty. Accordingly, beginning in first quarter 2017, Farmer Mac presents its cleared derivatives portfolio net of variation margin payments on its consolidated balance sheets and recognizes realized gains or losses as a result of these payments on its consolidated statements of operations. However, Farmer Mac believes that even though these variation margin amounts are accounted for as realized gains or losses on financial derivatives and hedging activities as a result of the CME rule change, the economic character of these transactions remains the same as they were before the change. The exchange of variation margin, whether considered a partial settlement of or the pledge of collateral under a derivatives contract, is not expected to have a cumulative net impact on Farmer Mac's financial condition or results of operations reported in accordance with GAAP because the related financial instruments are expected to be held to maturity. Therefore, beginning in first quarter 2017, Farmer Mac excludes the effects of realized gains or losses resulting from the exchange of variation margin on its cleared derivatives portfolio in its calculations of core earnings and core earnings per share to present them on a consistent basis with quarters prior to 2017.

Core earnings and core earnings per share also differ from net income attributable to common stockholders and earnings per common share, respectively, by excluding specified infrequent or unusual transactions that Farmer Mac believes are not indicative of future operating results and that may not reflect the trends and economic financial performance of Farmer Mac's core business. For example, the loss from retirement of the Farmer Mac II LLC Preferred Stock in first quarter 2015 has been excluded from core earnings and core earnings per share because it is not a frequently occurring transaction and not indicative of future operating results. This is also consistent with Farmer Mac's previous treatment of these types of origination costs associated with securities underwriting that are capitalized and deferred during the life of the security. For a reconciliation of Farmer Mac's net income attributable to common stockholders to core earnings and of earnings per common share to core earnings per share, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations."



59



Net Effective Spread

Farmer Mac uses net effective spread to measure the net spread Farmer Mac earns between its interest-earning assets and the related net funding costs of these assets. Net effective spread differs from net interest income and net interest yield because it excludes: (1) the amortization of premiums and discounts on assets consolidated at fair value that are amortized as adjustments to yield in interest income over the contractual or estimated remaining lives of the underlying assets; and (2) interest income and interest expense related to consolidated trusts with beneficial interests owned by third parties, which are presented on Farmer Mac's consolidated balance sheets as " Loans held for investment in consolidated trusts, at amortized cost ." Farmer Mac excludes from net effective spread the premiums and discounts on assets consolidated at fair value because they either do not reflect actual cash premiums paid for the assets at acquisition or are not expected to have an economic effect on Farmer Mac's financial performance if the assets are held to maturity, as is expected. Farmer Mac also excludes from net effective spread the interest income and interest expense associated with the consolidated trusts and the average balance of the loans underlying these trusts to reflect management's view that the net interest income Farmer Mac earns on the related Farmer Mac Guaranteed Securities owned by third parties is effectively a guarantee fee. Accordingly, the excluded interest income and interest expense associated with consolidated trusts is reclassified to guarantee and commitment fees for purposes of determining Farmer Mac's core earnings.

Net effective spread also principally differs from net interest income and net interest yield because it includes the accrual of income and expense related to the contractual amounts due on financial derivatives that are not designated in hedge accounting relationships ("undesignated financial derivatives").
Farmer Mac uses interest rate swaps to manage its interest rate risk exposure by synthetically modifying the interest rate reset or maturity characteristics of certain assets and liabilities.  The accrual of the contractual amounts due on interest rate swaps designated in hedge accounting relationships is included as an adjustment to the yield or cost of the hedged item and is included in net interest income. For undesignated financial derivatives, Farmer Mac records the income or expense related to the accrual of the contractual amounts due in " Gains/(losses) on financial derivatives and hedging activities " on the consolidated statements of operations.  However, the accrual of the contractual amounts due for undesignated financial derivatives are included in Farmer Mac's calculation of net effective spread, which is intended to reflect management's view of the net spread between an asset and all of its related funding, including any associated derivatives, whether or not they are in a hedge accounting relationship. For a reconciliation of net interest income and net interest yield to net effective spread, see Table 6 in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Net Interest Income."



60



Results of Operations

Farmer Mac's net income attributable to common stockholders for first quarter 2017 was $18.6 million ( $1.73 per diluted common share), compared to $10.3 million ( $0.94 per diluted common share) for first quarter 2016 . Farmer Mac's non-GAAP core earnings for first quarter 2017 were $15.6 million ( $1.45 per diluted common share), compared to $12.4 million ( $1.12 per diluted common share) for first quarter 2016 . For more information about the changes in net income attributable to common stockholders and core earnings, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Overview—Net Income and Core Earnings."

A reconciliation of Farmer Mac's net income attributable to common stockholders to core earnings and core earnings per share are presented in the following tables along with a breakdown of the composition of core earnings:



61



Table 1
Reconciliation of Net Income Attributable to Common Stockholders to Core Earnings
 
For the Three Months Ended
 
March 31, 2017
 
March 31, 2016
 
(in thousands, except per share amounts)
Net income attributable to common stockholders
$
18,615

 
$
10,317

Less reconciling items:
 

 
 

Gains/(losses) on financial derivatives and hedging activities due to fair value changes
4,805

 
(2,989
)
Unrealized (losses)/gains on trading securities
(82
)
 
358

Amortization of premiums/discounts and deferred gains on assets consolidated at fair value
(127
)
 
(281
)
Net effects of settlements on agency forward contracts
32

 
(255
)
Income tax effect related to reconciling items
(1,620
)
 
1,109

Sub-total
3,008

 
(2,058
)
Core earnings
$
15,607

 
$
12,375

 
 
 
 
Composition of Core Earnings:
 
 
 
Revenues:
 
 
 
Net effective spread (1)
$
32,866

 
$
29,949

Guarantee and commitment fees (2)
5,317

 
4,669

Other (3)
1,061

 
(517
)
Total revenues
39,244

 
34,101

 
 
 
 
Credit related expense (GAAP):
 
 
 
Provision for losses
444

 
63

REO operating expenses

 
39

Losses on sale of REO
5

 

Total credit related expense
449

 
102

 
 
 
 
Operating expenses (GAAP):
 
 
 
Compensation and employee benefits
6,317

 
5,774

General and administrative
3,800

 
3,526

Regulatory fees
625

 
613

Total operating expenses
10,742

 
9,913

 
 
 
 
Net earnings
28,053

 
24,086

Income tax expense (4)
9,166

 
8,444

Net loss attributable to non-controlling interest (GAAP)
(15
)
 
(28
)
Preferred stock dividends (GAAP)
3,295

 
3,295

Core earnings
$
15,607

 
$
12,375

 
 
 
 
Core earnings per share:
 
 
 
  Basic
$
1.48

 
$
1.18

  Diluted
1.45

 
1.12

Weighted-average shares:
 
 
 
  Basic
10,551

 
10,465

  Diluted
10,782

 
11,003

(1)  
Net effective spread is a non-GAAP measure. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Use of Non-GAAP Measures—Net Effective Spread" for an explanation of net effective spread. See Table 6 for a reconciliation of net interest income to net effective spread.
(2)  
Includes interest income and interest expense related to consolidated trusts owned by third parties reclassified from net interest income to guarantee and commitment fees to reflect management's view that the net interest income Farmer Mac earns is effectively a guarantee fee on the consolidated Farmer Mac Guaranteed Securities.


62



(3)  
Reflects reconciling adjustments for the reclassification to exclude expenses related to interest rate swaps not designated as hedges and fair value adjustments on financial derivatives and trading assets and a reconciling adjustment to exclude the recognition of deferred gains over the estimated lives of certain Farmer Mac Guaranteed Securities and USDA Securities. First quarter 2017 includes $1.0 million of fees received upon the inception of swaps cleared through CME and $0.5 million of hedging losses, compared to $0.1 million of fees received and $0.9 million of hedging losses, respectively, in first quarter 2016.
(4)  
Includes the tax impact of non-GAAP reconciling items between net income attributable to common stockholders and core earnings. First quarter 2017 includes $0.7 million of tax benefits upon the vesting of restricted stock and the exercise of SARs under new accounting guidance for stock-based awards that became effective in first quarter 2017.

Table 2
Reconciliation of GAAP Basic Earnings Per Share to Core Earnings Basic Earnings Per Share
  
For the Three Months Ended
  
March 31, 2017
 
March 31, 2016
 
(in thousands, except per share amounts)
GAAP - Basic EPS
$
1.76

 
$
0.99

Less reconciling items:
 
 
 
Gains/(losses) on financial derivatives and hedging activities due to fair value changes
0.45

 
(0.28
)
Unrealized (losses)/gains on trading securities
(0.01
)
 
0.03

Amortization of premiums/discounts and deferred gains on assets consolidated at fair value
(0.01
)
 
(0.03
)
Net effects of settlements on agency forward contracts

 
(0.02
)
Income tax effect related to reconciling items
(0.15
)
 
0.11

Sub-total
0.28

 
(0.19
)
Core Earnings - Basic EPS
$
1.48

 
$
1.18

 
 
 
 
Shares used in per share calculation (GAAP and Core Earnings)
10,551

 
10,465


Reconciliation of GAAP Diluted Earnings Per Share to Core Earnings Diluted Earnings Per Share
  
For the Three Months Ended
  
March 31, 2017
 
March 31, 2016
 
(in thousands, except per share amounts)
GAAP - Diluted EPS
$
1.73

 
$
0.94

Less reconciling items:
 
 
 
Gains/(losses) on financial derivatives and hedging activities due to fair value changes
0.45

 
(0.26
)
Unrealized (losses)/gains on trading securities
(0.01
)
 
0.03

Amortization of premiums/discounts and deferred gains on assets consolidated at fair value
(0.01
)
 
(0.03
)
Net effects of settlements on agency forward contracts

 
(0.02
)
Income tax effect related to reconciling items
(0.15
)
 
0.10

Sub-total
0.28

 
(0.18
)
Core Earnings - Diluted EPS
$
1.45

 
$
1.12

 
 
 
 
Shares used in per share calculation (GAAP and Core Earnings)
10,782

 
11,003





63



The four non-GAAP reconciling items between net income attributable to common stockholders and core earnings are:

1. Gains/(losses) on financial derivatives and hedging activities due to fair value changes. The table below calculates the non-GAAP reconciling item for gains/(losses) on financial derivatives and hedging activities due to fair value changes.

Table 3
Non-GAAP Reconciling Item for Gains/(Losses) on Financial Derivatives and Hedging Activities Due to Fair Value Changes
  
For the Three Months Ended
  
March 31, 2017
 
March 31, 2016
 
(in thousands)
Fair value hedges:
 
 
 
  (Losses)/gains due to fair value changes (see Table 8)
$
(3,878
)
 
$
2,889

No hedge designation:
 
 
 
Gains/(losses) due to fair value changes (see Table 8)
8,683

 
(5,878
)
Gains/(losses) on financial derivatives and hedging activities due to fair value changes
$
4,805

 
$
(2,989
)

2. Unrealized gains/(losses) on trading securities. The unrealized gains/(losses) on trading securities are reported on Farmer Mac's consolidated statements of operations, which represent changes during the period in fair values for trading assets remaining on Farmer Mac's balance sheet as of the end of the reporting period.
3. Amortization of premiums/discounts and deferred gains on assets consolidated at fair value. The amount of this non-GAAP reconciling item is the recorded amount of premium, discount, or deferred gain amortization during the reporting period on those assets for which the premium, discount, or deferred gain was based on the application of an accounting principle (e.g., consolidation of variable interest entities) rather than on a cash transaction (e.g., a purchase price premium or discount).
4. The net effect of settlements on agency forward contracts. These agency forward contracts are used as a short-term economic hedge of the issuance of debt. For GAAP purposes, realized gains or losses on settlements of agency forward contracts used as a short-term hedge of the issuance of debt are reported in the consolidated statements of operations in the period in which they occur. For core earnings purposes, these realized gains or losses on settlements of agency forward contracts are deferred and amortized as net yield adjustments over the term of the related debt, which generally ranges from 3 to 15 years.
The following sections provide more detail regarding specific components of Farmer Mac's results of operations.



64



Net Interest Income .  The following table provides information regarding interest-earning assets and funding for the three months ended March 31, 2017 and 2016 .  The average balance of non-accruing loans is included in the average balance of loans, Farmer Mac Guaranteed Securities, and USDA Securities presented, though the related income is accounted for on a cash basis.  Therefore, as the average balance of non-accruing loans and the income received increases or decreases, the net interest income and yield will fluctuate accordingly.  The average balance of loans in consolidated trusts with beneficial interests owned by third parties is disclosed in the net effect of consolidated trusts and is not included in the average balances of interest-earning assets and interest-bearing liabilities.  The interest income and expense associated with these trusts are shown in the net effect of consolidated trusts. 

Table 4

  
For the Three Months Ended
 
March 31, 2017
 
March 31, 2016
 
Average
Balance
 
Income/
Expense
 
Average
Rate
 
Average
Balance
 
Income/
Expense
 
Average
Rate
 
(dollars in thousands)
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Cash and investments
$
2,798,774

 
$
7,243

 
1.04
%
 
$
3,858,756

 
$
6,681

 
0.69
%
Loans, Farmer Mac Guaranteed Securities and USDA Securities (1)
11,581,160

 
69,345

 
2.40
%
 
10,676,340

 
60,522

 
2.27
%
Total interest-earning assets
14,379,934

 
76,588

 
2.13
%
 
14,535,096

 
67,203

 
1.85
%
Funding:
 

 
 

 
 
 
 

 
 

 
 

Notes payable due within one year
5,806,490

 
10,499

 
0.72
%
 
7,044,292

 
7,450

 
0.42
%
Notes payable due after one year (2)
7,961,194

 
30,490

 
1.53
%
 
7,074,429

 
27,156

 
1.54
%
Total interest-bearing liabilities (3)
13,767,684

 
40,989

 
1.19
%
 
14,118,721

 
34,606

 
0.98
%
Net non-interest-bearing funding
612,250

 

 
 

 
416,375

 

 
 

Total funding
14,379,934

 
40,989

 
1.14
%
 
14,535,096

 
34,606

 
0.95
%
Net interest income/yield prior to consolidation of certain trusts
14,379,934

 
35,599

 
0.99
%
 
14,535,096

 
32,597

 
0.90
%
Net effect of consolidated trusts (4)
1,134,608

 
1,472

 
0.52
%
 
742,832

 
1,043

 
0.56
%
Net interest income/yield
$
15,514,542

 
$
37,071

 
0.96
%
 
$
15,277,928

 
$
33,640

 
0.88
%
(1)  
Excludes interest income of $10.0 million and $6.7 million in first quarter 2017 and 2016, respectively, related to consolidated trusts with beneficial interests owned by third parties.
(2)  
Includes current portion of long-term notes.
(3)  
Excludes interest expense of $8.5 million and $5.6 million in first quarter 2017 and 2016, respectively, related to consolidated trusts with beneficial interests owned by third parties.
(4)  
Includes the effect of consolidated trusts with beneficial interests owned by third parties.

Net interest income was $37.1 million for the three months ended March 31, 2017, compared to $33.6 million for the same period in 2016. The overall net interest yield was 0.96 percent for the three months ended March 31, 2017, compared to 0.88 percent for the same period in 2016. The $3.5 million increase in net interest income for first quarter 2017 compared to the same period in 2016 was driven by net growth in Farm & Ranch loans, USDA Securities, and AgVantage Securities. Another factor contributing to the increase was the full quarter effect of an increase in short-term interest rates on assets and liabilities indexed to LIBOR due to the Federal Reserve's decision to raise the target range for the federal funds rate in December 2016, and the incremental impact from the Federal Reserve's decision to raise the target range again in March 2017. This effect on net interest income occurred because interest expense used to calculate net interest income does not include all the funding expenses related to these assets, specifically the expense on financial derivatives not designated in hedge accounting relationships. This increase in short-term rates on assets and liabilities indexed to LIBOR did not have a similar effect on net effective spread because net effective spread includes interest expense from all funding related to those assets, including interest expense from financial derivatives not designated in hedge accounting relationships. Also contributing to the increase was an increase in the net effect of consolidated trusts from an increase


65



in securitization of Farm & Ranch loans throughout 2016 and the first three months of 2017. Farmer Mac earns the difference between the interest income recognized on loans in consolidated trusts and the related interest expense recognized on debt securities of consolidated trusts held by third parties. This increase was offset in part by one less day of interest in first quarter 2017 compared to first quarter 2016 and an increase in funding costs due to greater application of hedge accounting as funding expense from financial derivatives related to assets designated in hedge accounting relationships is recorded through net interest income.
 
The 0.08 percent increase in net interest yield for first quarter 2017 compared to the same period in 2016 was driven by (1) a reduction in the average balance of lower-earning cash and cash equivalents; (2) a full quarter effect from the Federal Reserve's decision to raise the short-term target range for the federal funds interest rate in December 2016; and (3) the incremental effect of the additional increase in the target range in March 2017. As mentioned above, this increase in short-term rates on assets and liabilities indexed to LIBOR did not have a similar effect on net effective spread because net effective spread includes interest expense from all funding related to those assets, including interest expense from financial derivatives not designated in hedge accounting relationships. This increase was offset in part by one less day of interest in first quarter 2017 compared to first quarter 2016.

The following table sets forth information regarding changes in the components of Farmer Mac's net interest income prior to consolidation of certain trusts for the periods indicated.  For each category, information is provided on changes attributable to changes in volume (change in volume multiplied by old rate) and changes in rate (change in rate multiplied by old volume).  Combined rate/volume variances, the third element of the calculation, are allocated based on their relative size.  

Table 5

  
For the Three Months Ended March 31, 2017 Compared to Same Period in 2016
 
Increase/(Decrease) Due to
 
Rate
 
Volume
 
Total
 
(in thousands)
Income from interest-earning assets:
 
 
 
 
 
Cash and investments
$
2,721

 
$
(2,159
)
 
$
562

Loans, Farmer Mac Guaranteed Securities and USDA Securities
3,520

 
5,303

 
8,823

Total
6,241

 
3,144

 
9,385

Expense from other interest-bearing liabilities
7,263

 
(880
)
 
6,383

Change in net interest income prior to consolidation of certain trusts (1)
$
(1,022
)
 
$
4,024

 
$
3,002

(1)  
Excludes the effect of debt in consolidated trusts with beneficial interests owned by third parties.  

The following table presents a reconciliation of net interest income and net yield to net effective spread.  Net effective spread is measured by including income or expense related to contractual amounts due on financial derivatives not designated in hedge accounting relationships (the income or expense related to financial derivatives designated in hedge accounting relationships is already included in net interest income) and excluding the amortization of premiums and discounts on assets consolidated at fair value and the net effects of consolidated trusts with beneficial interests owned by third parties.


66




Table 6
  
For the Three Months Ended
 
March 31, 2017
 
March 31, 2016
 
Dollars
 
Yield
 
Dollars
 
Yield
 
(dollars in thousands)
Net interest income/yield
$
37,071

 
0.96
 %
 
$
33,640

 
0.88
 %
Net effects of consolidated trusts
(1,472
)
 
0.03
 %
 
(1,043
)
 
0.02
 %
Expense related to undesignated financial derivatives
(2,867
)
 
(0.08
)%
 
(2,669
)
 
(0.08
)%
Amortization of premiums/discounts on assets consolidated at fair value
134

 
 %
 
21

 
 %
Net effective spread
$
32,866

 
0.91
 %
 
$
29,949

 
0.82
 %


Net effective spread was $32.9 million for first quarter 2017, compared to $29.9 million for first quarter 2016. In percentage terms, net effective spread for the three months ended March 31, 2017 was 0.91 percent , compared to 0.82 percent for the same period in 2016.

The $3.0 million year-over-year increase in net effective spread in dollars was primarily attributable to (1) growth in AgVantage securities, Farm & Ranch loans, and other business volume, which increased net effective spread by approximately $2.0 million; (2) changes in Farmer Mac's funding strategies and continued improvements in LIBOR-based short-term funding costs for floating rate assets indexed to LIBOR, which added approximately $0.8 million; and (3) wider spreads on certain AgVantage securities that were refinanced throughout 2016 and the first three months of 2017. This increase was offset in part by one fewer day of interest in first quarter 2017 compared to first quarter 2016. The 9 basis point year-over-year increase in net effective spread in percentage terms was primarily attributable to a significant reduction in the average balance of cash and cash equivalents, which added approximately 5 basis points to net effective spread. Also contributing to the increase were the effects of the aforementioned changes in Farmer Mac's funding strategy and improvements in the LIBOR-based funding market, which added approximately 2 basis points, and the aforementioned refinance of certain AgVantage securities at wider spreads, which added approximately 1 basis point.

See Note 9 to the consolidated financial statements for more information regarding net interest income and net effective spread from Farmer Mac's individual business segments. See "—Supplemental Information" for quarterly net effective spread by line of business.




67



Provision for and Release of Allowance for Loan Losses and Reserve for Losses . The following table summarizes the components of Farmer Mac's total allowance for losses for the three months ended March 31, 2017 and 2016:

Table 7

 
For the Three Months Ended
 
March 31, 2017
 
March 31, 2016
 
Allowance
for Loan
Losses
 
Reserve
for Losses
 
Total
Allowance
for Losses
 
Allowance
for Loan
Losses
 
Reserve
for Losses
 
Total
Allowance
for Losses
 
(in thousands)
For the Three Months Ended:
 
 
 
 
 
 
 
 
 
 
 
Beginning Balance
$
5,415

 
$
2,020

 
$
7,435

 
$
4,480

 
$
2,083

 
$
6,563

Provision for/(release of) losses
637

 
(193
)
 
444

 
49

 
14

 
63

Charge-offs
(241
)
 

 
(241
)
 

 

 

Ending Balance
$
5,811

 
$
1,827

 
$
7,638

 
$
4,529

 
$
2,097

 
$
6,626


The provisions to the allowance for loan losses recorded during first quarter 2017 were attributable to (1) an increase in the specific allowance for certain impaired on-balance sheet crop and permanent planting loans resulting from both an increase in the outstanding balance of such loans and downgrade in risk ratings on certain loans and (2) an increase in the general allowance due to overall net volume growth in on-balance sheet Farm & Ranch loans. The provisions were offset in part by a modest decline in loss rates on unimpaired loans used to estimate probable losses. The release from the reserve for losses recognized during first quarter 2017 was primarily attributable to (1) a decrease in the general reserve due to improvement in credit quality of certain Agricultural Storage and Processing loans and (2) a net decrease in the balance of loans underlying-off balance sheet Farmer Mac Guaranteed Securities. The charge-offs recorded during the first quarter 2017 were primarily related to two impaired crop loans with one borrower that were foreclosed and transitioned to REO during first quarter 2017. Farmer Mac had previously recorded a specific allowance of $0.2 million on these impaired crop loans as of December 31, 2016. Subsequent to March 31, 2017, Farmer Mac sold the related properties for $5.7 million and recognized $0.5 million gain on sale of REO.

The provisions to the allowance for loan losses recorded during first quarter 2016 were attributable to an increase in the specific allowance for on-balance sheet impaired loans resulting from a modest increase in the outstanding balance of such loans. The provisions were partially offset by releases from the general allowance due to repayments of on-balance sheet Agricultural Storage and Processing loans.

As of March 31, 2017 and December 31, 2016 , Farmer Mac's allowance for loan losses was $5.8 million and $5.4 million , respectively, and its reserve for losses was $1.8 million and $2.0 million , respectively. See Note 5 to the consolidated financial statements and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Risk Management—Credit Risk – Loans and Guarantees."

Guarantee and Commitment Fees .  Guarantee and commitment fees, which compensate Farmer Mac for assuming the credit risk on loans underlying off-balance sheet Farmer Mac Guaranteed Securities and LTSPCs, were $3.8 million for first quarter 2017, compared to $3.6 million for first quarter 2016. The


68



increase in guarantee and commitment fees was attributable to the addition of $0.4 billion in second quarter 2016 of Rural Utilities loans under LTSPCs and an increase in the portfolio of off-balance sheet USDA Farmer Mac Guaranteed Securities. The increase was offset in part by lower average outstanding balance of loans underlying-off balance sheet Farmer Mac Guaranteed Securities and LTSPCs.

Gains/(Losses) on Financial Derivatives and Hedging Activities .  The effect of unrealized and realized gains and losses on Farmer Mac's financial derivatives and hedging activities was net gains of $2.5 million for first quarter 2017, compared to net losses of $6.8 million for first quarter 2016.

The components of gains and losses on financial derivatives and hedging activities for the three months ended March 31, 2017 and 2016 are summarized in the following table:

Table 8
 
For the Three Months Ended
 
March 31, 2017
 
March 31, 2016
 
(in thousands)
Fair value hedges:
 
 
 
(Losses)/gains due to fair value changes:
 
 
 
Financial derivatives (1)
$
1,526

 
$
(26,898
)
Hedged items
(5,404
)
 
29,787

(Losses)/gains on fair value hedging activities
(3,878
)
 
2,889

Cash flow hedges:
 
 
 
Loss recognized (ineffective portion)
(29
)
 
(149
)
Losses on cash flow hedges
(29
)
 
(149
)
No hedge designation:
 
 
 
Gains/(losses) due to fair value changes
8,683

 
(5,878
)
Accrual of contractual payments
(2,838
)
 
(2,520
)
Gains/(losses) due to terminations or net settlements
548

 
(1,124
)
Gains/(losses) on financial derivatives not designated in hedging relationships
6,393

 
(9,522
)
Gains/(losses) on financial derivatives and hedging activities
$
2,486

 
$
(6,782
)
(1)  
Included in the assessment of hedge effectiveness as of March 31, 2017 , but excluded from the amounts in the table, were gains of $3.6 million for the three months ended March 31, 2017 , attributable to the fair value of the swaps at the inception of the hedging relationship. Accordingly, the amounts recognized as hedge ineffectiveness for three months ended March 31, 2017 were losses of $0.3 million . The comparable amounts as of March 31, 2016 were losses of $ 1.5 million for the three months ended March 31, 2016 , attributable to the fair value of the swaps at the inception of the hedging relationship and, accordingly, gains of $1.4 million for the three months ended March 31, 2016 , attributable to hedge ineffectiveness.

Changes in the fair values of Farmer Mac's open derivative positions for both designated and undesignated hedges are captured in the table above in gains/(losses) due to fair value changes and are primarily the result of fluctuations in long-term interest rates. For financial derivatives designated in fair value hedge accounting relationships, changes in the fair values of the hedged items attributable to the hedged risk are also included in the table above in gains/(losses) due to fair value changes. For financial derivatives designated in cash flow hedge accounting relationships, the ineffective portion of changes in fair value are included as losses on cash flow hedges. The accrual of periodic cash settlements for interest paid or received from Farmer Mac's interest rate swaps that are not designated in hedge accounting relationships is shown as expense related to financial derivatives.  Payments or receipts to terminate derivative positions or net cash settled forward sales contracts on the debt of other GSEs and U.S. Treasury futures that are not designated in hedge accounting relationships and fees received upon the inception of swaps cleared through CME are included in gains/(losses) due to terminations or net settlements.    



69



Gains on Trading Securities .  During the three months ended March 31, 2017, Farmer Mac recorded unrealized losses on trading securities of $0.1 million , compared to unrealized gains of $0.4 million for the three months ended March 31, 2016. During first quarter 2017, all of the unrealized losses related to financial assets selected to be carried at fair value with changes in fair value included in earnings (the fair value option), compared to $0.3 million of unrealized gains for the same period last year.

Other Income . Other income totaled $0.6 million for first quarter 2017, compared to $0.1 million in first quarter 2016. Other income during first quarter 2017 included the recognition of $0.3 million of appraisal fees received by Farmer Mac's consolidated appraisal company subsidiary, AgVisory, compared to $0.2 million for the same period last year. Other income during the three months ended March 31, 2017 and 2016 also included the recognition of zero and $0.3 million of losses, respectively, previously deferred in accumulated other comprehensive income related to fair value changes of certain available-for-sale securities contributed to Farmer Mac II LLC in 2010 and other miscellaneous items.

Compensation and Employee Benefits .   Compensation and employee benefits were $6.3 million for first quarter 2017, compared to $5.8 million for first quarter 2016. The increase in compensation and employee benefits in first quarter 2017 compared to first quarter 2016 was due primarily to an increase in staffing and related employee health insurance costs and benefits and higher variable incentive compensation driven by exceeding certain performance targets. Compensation costs for the three months ended March 31, 2017 and 2016 included $0.2 million in compensation costs for Farmer Mac's consolidated appraisal company subsidiary, AgVisory.

General and Administrative Expenses .   General and administrative expenses, including legal, audit, and consulting fees, were $3.8 million for first quarter 2017, compared to $3.5 million for first quarter 2016. The increase in general and administrative expenses in first quarter 2017 compared to the same period last year was due primarily to higher expenses related to continued technology and business infrastructure investments and expenses related to business development efforts. General and administrative costs for the three months ended March 31, 2017 and 2016 included $0.2 million and $0.1 million, respectively, in operating expenses for Farmer Mac's consolidated appraisal company subsidiary, AgVisory.

Regulatory Fees .   Regulatory fees, which consist of the fees paid to FCA, were $0.6 million for first quarter 2017, compared to $0.6 million for first quarter 2016. FCA has advised Farmer Mac that its estimated fees for the federal fiscal year ending September 30, 2017 will increase approximately $50,000 to $2.5 million ($0.625 million per federal fiscal quarter) compared to the prior federal fiscal year.  After the end of a federal government fiscal year, FCA may revise its prior year estimated assessments to reflect actual costs incurred, and has issued both additional assessments and refunds in the past.

Income Tax Expense .  Income tax expense totaled $10.8 million for first quarter 2017, compared to income tax expense of $7.3 million for first quarter 2016. The increase in income tax expense in first quarter 2017 compared to the same period last year, was due to higher pre-tax income. Income tax expense in first quarter 2017 reflected $0.7 million of tax benefits associated with stock compensation activity that was subject to ASU 2016-09 accounting guidance, “ Improvements to Employee Share-Based Payment Accounting,” adopted in first quarter 2017. This item was also the primary reason why Farmer Mac's effective tax rate was lower than the statutory rate in first quarter 2017. More information about the adoption of ASU 2016-09 and the effect on Farmer Mac's financial position, results of operations, and cash flows is included in Note 1(d) to the consolidated financial statements.



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Business Volume .  During first quarter 2017 , Farmer Mac added $1.1 billion of new business volume, compared to $1.3 billion in first quarter 2016. Specifically, Farmer Mac:

purchased $561.4 million of AgVantage securities;
purchased $314.1 million of newly originated Farm & Ranch loans;
added $113.3 million of Farm & Ranch loans under LTSPCs;
purchased $92.6 million of USDA Securities;
issued $38.5 million of Farmer Mac Guaranteed USDA Securities; and
purchased $27.3 million of Rural Utilities loans.

Farmer Mac's outstanding business volume was $17.8 billion as of March 31, 2017 , an increase of $445.1 million from December 31, 2016. The increase in Farmer Mac's outstanding business volume was driven by net portfolio growth in AgVantage securities with one of Farmer Mac's long-standing issuers, National Rural Utilities Cooperative Finance Corporation ("CFC"), which increased its outstanding AgVantage business volume with Farmer Mac by $240.3 million in first quarter 2017. Farmer Mac also experienced net portfolio growth of $32.2 million within its Farm Equity AgVantage product line in first quarter 2017. Also, Farmer Mac grew its Farm & Ranch portfolio by $128.9 million notwithstanding the seasonal large amounts of repayments during first quarter resulting from the January 1 payment date on almost all loans in the portfolio.

In April 2017, Farmer Mac purchased and retained $1.0 billion of AgVantage securities issued by Metropolitan Life Insurance Company ("MetLife"). MetLife used the proceeds from Farmer Mac's purchase of $1.0 billion in AgVantage securities to refinance an AgVantage security of the same amount that matured in April 2017. Previously, Farmer Mac held $30.0 million of the $1.0 billion AgVantage security that matured in April 2017 on-balance sheet and earned a spread between the interest income earned on that portion of the security and the related funding costs. The remaining $970.0 million of the $1.0 billion AgVantage security that matured in April 2017 had previously been sold to third parties and reported as an off-balance sheet program asset on which Farmer Mac earned a guarantee fee of approximately 0.15 percent on an annual basis. For the newly purchased $1.0 billion in AgVantage securities, which are now held entirely on-balance sheet, Farmer Mac will earn weighted average net effective spread income of approximately 0.42 percent on an annual basis. The newly purchased AgVantage securities are comprised of three maturities – $500.0 million of a one-year security, which is callable in six months, $250.0 million of a two-year security, and $250.0 million of a three-year security.




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The following table sets forth purchases of non-delinquent eligible loans, new loans added under LTSPCs, and new guarantees during the periods indicated in the Farm & Ranch, USDA Guarantees, and Rural Utilities lines of business, as well as purchases of AgVantage securities in the Institutional Credit line of business:

Table 9
New Business Volume – Farmer Mac Loan Purchases, Guarantees, LTSPCs, and AgVantage Securities
 
For the Three Months Ended
 
March 31, 2017
 
March 31, 2016
 
(in thousands)
Farm & Ranch:
 
 
 
Loans
$
314,137

 
$
198,548

LTSPCs
113,261

 
68,017

USDA Guarantees:
 
 
 
USDA Securities
92,555

 
95,320

Farmer Mac Guaranteed USDA Securities
38,546

 
3,648

Rural Utilities:
 
 
 
Loans
27,341

 
9,691

Institutional Credit:
 
 
 
AgVantage Securities
561,407

 
927,219

Total purchases, guarantees, LTSPCs, and AgVantage Securities
$
1,147,247

 
$
1,302,443


New business volume for loans purchased within the Farm & Ranch line of business for first quarter 2017 was substantially greater than first quarter 2016. This was primarily due to an increase in borrower demand for long-term real estate financing, as farmers used equity in farmland assets to increase sources of operating capital, and an increase in the average size of loans purchased. New business volume for loans added under LTSPCs within the Farm & Ranch line of business for first quarter 2017 compared to first quarter 2016 reflected an increase in demand among Farm Credit System institutions for the LTSPC product and an increase in average size of loans added under LTSPCs. The increase in new business volume in the USDA Guarantees line of business for first quarter 2017 compared to the same period in 2016 reflected an increase in lender usage of USDA guaranteed loan programs due to available federal funding for those programs. Loan purchase volume in the Rural Utilities line of business remained low due to limited demand for credit associated with slow economic growth and greater energy efficiency in recent years, as well as an ongoing preference by CFC, Farmer Mac's only current rural utilities cooperative counterparty, to retain loans on its balance sheet. Changes in AgVantage securities volume are primarily driven by the generally larger transaction sizes for that product and the fluctuating funding and liquidity needs of Farmer Mac's customer network and scheduled maturity amounts. The volume of new AgVantage securities was lower for first quarter 2017 compared to first quarter 2016 primarily due to the scheduled maturities for those periods and related refinancing activity, as Farmer Mac refinanced $0.2 billion of maturing AgVantage securities during first quarter 2017 compared to $0.6 billion in first quarter 2016.

Based on market conditions, Farmer Mac either retains the loans it purchases or securitizes them and retains or sells Farmer Mac Guaranteed Securities backed by those loans.  The weighted-average age of the Farm & Ranch non-delinquent eligible loans purchased and retained (excluding the purchases of defaulted loans) during both first quarter 2017 and 2016 was less than one year . Of those loans, 78 percent and 54 percent , respectively, had principal amortization periods longer than the maturity date,


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resulting in balloon payments at maturity, with a weighted-average remaining term to maturity of 21.7 years and 17.7 years, respectively.

During first quarter 2017 and 2016 , Farmer Mac securitized some of the Farm & Ranch loans it had purchased and sold the resulting Farmer Mac Guaranteed Securities in the amounts of $117.0 million and $135.9 million , respectively. Farmer Mac consolidates these loans and presents them as "Loans held for investment in consolidated trusts, at amortized cost" on the consolidated balance sheets. In first quarter 2017 and 2016, $56.5 million and $83.5 million , respectively, of Farmer Mac Guaranteed Securities were sold to Zions First National Bank, which is a related party to Farmer Mac.

The following table sets forth information regarding the Farmer Mac Guaranteed Securities issued during the periods indicated:

Table 10
 
For the Three Months Ended
 
March 31, 2017
 
March 31, 2016
 
(in thousands)
Loans securitized and sold as Farm & Ranch Guaranteed Securities
$
117,018

 
$
135,913

Farmer Mac Guaranteed USDA Securities
38,546

 
3,648

AgVantage Securities
561,407

 
927,219

Total Farmer Mac Guaranteed Securities issuances
$
716,971

 
$
1,066,780




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The following table sets forth information regarding outstanding volume in each of Farmer Mac's four lines of business as of the dates indicated:

Table 11
Lines of Business - Outstanding Business Volume
 
As of March 31, 2017
 
As of December 31, 2016
 
(in thousands)
On-balance sheet:
 
 
 
Farm & Ranch:
 
 
 
Loans
$
2,434,436

 
$
2,381,488

Loans held in trusts:
 
 
 
Beneficial interests owned by third party investors
1,208,950

 
1,132,966

USDA Guarantees:
 
 
 
USDA Securities
1,973,628

 
1,954,800

Farmer Mac Guaranteed USDA Securities
40,735

 
35,599

Rural Utilities:
 
 
 
Loans
999,130

 
999,512

Institutional Credit
 
 
 
AgVantage Securities
6,302,369

 
6,004,472

Total on-balance sheet
$
12,959,248

 
$
12,508,837

Off-balance sheet:
 
 
 
Farm & Ranch:
 
 
 
LTSPCs
2,209,809

 
2,209,409

Guaranteed Securities
387,272

 
415,441

USDA Guarantees:
 
 
 
Farmer Mac Guaranteed USDA Securities
135,334

 
103,976

Rural Utilities:
 
 
 
LTSPCs (1)
869,664

 
878,598

Institutional Credit:
 
 
 
AgVantage Securities
983,214

 
983,214

AgVantage Revolving Line of Credit Facility (2)
300,000

 
300,000

Total off-balance sheet
$
4,885,293

 
$
4,890,638

Total
$
17,844,541

 
$
17,399,475

(1)  
As of both March 31, 2017 and December 31 2016, includes $20.0 million related to one-year loan purchase commitments on which Farmer Mac receives a nominal unused commitment fee.
(2)  
During first quarter 2017, $100.0 million of this facility was drawn and subsequently repaid. As of December 31, 2016, this facility had not been utilized. Farmer Mac receives a fixed fee based on the full dollar amount of the facility. If the counterparty draws on the facility, the amounts drawn will be in the form of AgVantage securities, and Farmer Mac will earn interest income on those securities.



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The following table summarizes by maturity date the scheduled principal amortization of loans held, loans underlying off-balance sheet Farmer Mac Guaranteed Securities (excluding AgVantage securities) and LTSPCs, USDA Securities, and Farmer Mac Guaranteed USDA Securities as of March 31, 2017 :

Table 12
Schedule of Principal Amortization as of March 31, 2017
 
Loans Held
 
Loans Underlying Off-Balance Sheet Farmer Mac Guaranteed Securities and LTSPCs
 
 USDA Securities and Farmer Mac Guaranteed USDA Securities
 
Total
 
(in thousands)
2017
$
137,049

 
$
202,461

 
$
66,383

 
$
405,893

2018
203,148

 
689,981

 
100,753

 
993,882

2019
187,322

 
213,978

 
99,052

 
500,352

2020
196,340

 
203,511

 
99,921

 
499,772

2021
215,469

 
215,674

 
103,811

 
534,954

Thereafter
3,703,188

 
1,941,140

 
1,679,777

 
7,324,105

Total
$
4,642,516

 
$
3,466,745

 
$
2,149,697

 
$
10,258,958


Of the $17.8 billion outstanding principal balance of volume included in Farmer Mac's four lines of business as of March 31, 2017 , $7.6 billion were AgVantage securities included in the Institutional Credit line of business.  Unlike business volume in the form of purchased loans, USDA Securities, and loans underlying LTSPCs and non-AgVantage Farmer Mac Guaranteed Securities, most AgVantage securities do not require periodic payments of principal based on amortization schedules and instead have fixed maturity dates when the secured general obligation is due. The following table summarizes by maturity date the outstanding principal amount of both on- and off-balance sheet AgVantage securities as of March 31, 2017 :

Table 13
AgVantage Balances by Year of Maturity
 
As of
 
March 31, 2017
 
(in thousands)
2017 (1)
$
1,434,693

2018 (2)
1,705,234

2019
803,911

2020
750,082

2021
1,020,640

Thereafter (3)
1,871,023

Total
$
7,585,583

(1)  
In April 2017, Farmer Mac purchased and retained $1.0 billion in AgVantage securities from MetLife. MetLife used the proceeds from Farmer Mac's purchase of $1.0 billion in AgVantage securities to refinance an AgVantage security of the same amount that matured in April 2017.
(2)  
Includes the expiration of the $300.0 million revolving floating rate AgVantage facility.
(3)  
Includes various maturities ranging from 2022 to 2047.

The weighted-average remaining maturity of the outstanding AgVantage securities shown in the table above was 4.2 years as of March 31, 2017 .  


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As part of fulfilling its guarantee obligations for Farm & Ranch Guaranteed Securities and commitments to purchase eligible loans underlying LTSPCs, Farmer Mac purchases defaulted loans, all of which are at least 90 days delinquent or in material non-monetary default at the time of purchase, out of the loan pools underlying those securities and LTSPCs, and records the purchased loans as such on its balance sheet.  The purchase price for a defaulted loan purchased out of a pool of loans backing Farm & Ranch Guaranteed Securities is the then-current outstanding principal balance of the loan plus accrued and unpaid interest.  The purchase price for a defaulted loan purchased under an LTSPC is the then-current outstanding principal balance of the loan, with accrued and unpaid interest on the defaulted loan payable out of any future loan payments or liquidation proceeds as received.  The purchase price of a defaulted loan is not an indicator of the expected loss on that loan; many other factors affect expected loss, if any, on any loan so purchased. The delinquent loans purchased out of securitized pools and LTSPCs during both first quarter 2017 and 2016 had a weighted-average age of 10 years . See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Risk Management—Credit Risk – Loans and Guarantees."

The following table presents Farmer Mac's purchases of defaulted loans underlying Farm & Ranch Guaranteed Securities and LTSPCs for the periods indicated:

Table 14
 
For the Three Months Ended
 
March 31, 2017
 
March 31, 2016
 
(in thousands)
Defaulted loans purchased underlying Farm & Ranch Guaranteed Securities owned by third party investors
$

 
$
1,267

Defaulted loans purchased underlying LTSPCs
311

 
148

Total loan purchases
$
311

 
$
1,415


Outlook   

Farmer Mac continues to provide a stable source of liquidity, capital, and risk management tools as the secondary market that helps meet the financing needs of rural America. While the pace of Farmer Mac's growth will depend on the capital and liquidity needs of the participants in the rural financing business, Farmer Mac foresees opportunities for continued growth. More specifically, Farmer Mac believes that its Farm & Ranch, USDA Guarantees, and Institutional Credit lines of business all have opportunities for growth, driven by several key factors:

As agricultural and rural utilities lenders face increased equity capital requirements under regulatory frameworks or rating agency requirements, or seek to reduce exposure due to lending limits or concentration limits, Farmer Mac can provide relief for those institutions through loan purchases, guarantees, or LTSPCs.
While lending opportunities in the rural utilities industry remain moderate, growth opportunities within Farmer Mac's Institutional Credit line of business exist because it provides a competitive source of debt funding for the rural utilities cooperative lender that uses Farmer Mac's programs.
As a result of targeted marketing and product development efforts, Farmer Mac's lender network and Institutional Credit customer base continues to expand, which may generate additional demand for Farmer Mac's products from new sources.



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Farmer Mac believes that these growth opportunities will be important in replacing income earned on the loans and other assets as they mature, pay down, or are reinvested at potentially lower spreads.

Agricultural Industry . The agricultural industry includes many diverse sectors that respond in different ways to changes in economic conditions. Those individual sectors often are affected differently, sometimes positively and sometimes negatively, by prevailing domestic and global economic factors and regional weather conditions. This results in cycles where one or more sectors may be under stress at the same time that others are not. The profitability of agricultural sectors is also affected by commodity inventories and their associated market prices, which can vary largely as a result of global production trends, weather patterns, access to water supply, and harvest conditions that may affect both domestic and global supplies. The strength of the U.S. dollar relative to other worldwide currencies, combined with a slowdown in global economic growth or changes in trade policies, could also continue to adversely affect the demand for certain U.S. agricultural exports, which may result in producers receiving lower commodity prices.

Net farm income, as reported by the USDA, has decreased annually since reaching a cyclical peak in 2013.  Farmland values have weakened recently in some regions, primarily in the Midwest, in response to declining prices for certain commodities and lower farm income levels.  During this same period, the 90-day delinquencies and credit losses in Farmer Mac's portfolio have remained low compared to its historical averages. However, some indications of stress have emerged recently, as the volume of Farmer Mac's substandard assets increased in fourth quarter 2016 and 90-day delinquencies increased in first quarter 2017 compared to the historically low levels previously observed. Nevertheless, Farmer Mac's average substandard assets as a percentage of its Farm & Ranch portfolio and 90-day delinquencies both remain below Farmer Mac's historical averages, and the increases in those two measures have not translated into rising credit losses.

Farmer Mac believes that any losses associated with the current agricultural credit cycle will be moderated by the strength and diversity of its portfolio, which Farmer Mac believes is adequately collateralized. Farmer Mac believes that its portfolio remains sufficiently diversified, both geographically and by commodity, and that its portfolio has been underwritten to high credit quality standards. Accordingly, Farmer Mac believes that its portfolio is well-positioned to endure reasonably foreseeable volatility in farmland values and commodity prices. Farmer Mac also continues to closely monitor sector profitability, economic conditions, and agricultural land value and geographic trends to tailor underwriting practices to changing conditions. For more information about the loan balances, loan-to-value ratios, 90-day delinquencies, and substandard asset rate for the Farm & Ranch loans in Farmer Mac's portfolio as of March 31, 2017 , see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Risk Management—Credit Risk – Loans and Guarantees."

The western part of the United States, and in particular California, has recently experienced above-average precipitation, providing an easing of prolonged drought conditions. However, the extent to which this cycle of precipitation will provide relief from the effects of the drought on a long-term basis is yet to be determined. Farmer Mac has not observed any material effect on its portfolio from the drought through March 31, 2017 but continues to remain informed about the effects of the drought conditions in affected areas.

Farmer Mac continues to monitor the establishment and evolution of legislation and regulations, as well as the status of various international trade agreements and partnerships, that could affect farmers, ranchers, rural lenders, and rural America in general.  As the new Trump administration and the U.S. Congress begin


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their review of existing regulations and the promotion of new legislative or regulatory proposals and policies, Farmer Mac will monitor the effects that any changes in legislation or regulation could have on Farmer Mac or its customers.

Farmer Mac's marketing efforts directed towards the Farm & Ranch line of business focus on lenders that have demonstrated a commitment to agricultural lending based on their lending history. Farmer Mac directs its outreach efforts to these lenders through direct personal contact, which is facilitated through Farmer Mac's frequent participation in state and national banking conferences, its alliances with the American Bankers Association and the Independent Community Bankers of America, and its business relationships with members of the Farm Credit System. In the Farm & Ranch line of business, Farmer Mac has experienced continuing stable demand for its loan products. Demand for Farmer Mac's secondary market tools could also increase as rural lenders adapt to new and changing regulations, which may require lenders to obtain more liquidity and capital to continue their lending practices.

Farmer Mac also directs marketing efforts towards the agricultural industry by trying to identify and develop relationships with potential issuers of AgVantage securities, including insurance company agricultural lenders, agricultural finance companies, and bank and non-bank agricultural lenders such as agricultural mortgage funds, who can pledge loans as collateral to obtain financing as part of Farmer Mac's Institutional Credit line of business. As part of these efforts, Farmer Mac has increased its focus on wholesale financing for institutional investors in agricultural assets that qualify as eligible collateral under Farmer Mac's charter. In July 2014, Farmer Mac expanded its AgVantage product to this new type of issuer and refers to this product variation as the Farm Equity AgVantage product. Farmer Mac directs its outreach efforts to these potential issuers through its business relationships within the agricultural community and through executive outreach to institutions whose profile presents opportunity to benefit from wholesale financing. As institutional investment in agricultural assets continues to grow, Farmer Mac believes that it is in a unique position to help increase access to capital for these types of counterparties and thereby provide a new source of capital to benefit rural America. Farmer Mac designed the Farm Equity AgVantage product to provide an efficient, low-cost source of financing tailored to meet the needs of institutional investors that can be adapted to many different types of organizational structures and for both public and private institutional investors. Farmer Mac believes there is opportunity to expand this type of business as both the trend toward institutional investment in agricultural assets and awareness of the Farm Equity AgVantage product continue to grow. For more information about the Farm Equity AgVantage product, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Risk Management—Credit Risk – Institutional" in this report.

Rural Utilities Industry . Demand for capital within the rural utilities industry currently remains moderate, which has resulted in an ongoing high level of competition between rural utilities cooperative lenders that could suppress loan growth opportunities for those lenders, including lenders that participate in Farmer Mac's Rural Utilities line of business. Although competitive pressures remain within the rural utilities lending industry, Farmer Mac sees opportunities for growth in this area within Farmer Mac's Institutional Credit line of business because the wholesale funding rates that Farmer Mac provides may be highly competitive compared to other available sources of debt funding for rural utilities cooperative lenders.

Balance Sheet Review

Assets .  Farmer Mac's total assets as of March 31, 2017 were $15.9 billion , compared to $15.6 billion as of December 31, 2016 .  The increase in total assets was primarily attributable to an increase in total Farmer Mac Guaranteed Securities and total loans, net of allowance.



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As of both December 31, 2016 and March 31, 2017 , Farmer Mac had $0.3 billion of cash and cash equivalents and $2.5 billion of investment securities. As of March 31, 2017 , Farmer Mac had $6.3 billion of Farmer Mac Guaranteed Securities, $4.6 billion of loans, net of allowance, and $2.0 billion of USDA Securities. This compares to $6.0 billion of Farmer Mac Guaranteed Securities, $4.5 billion of loans, net of allowance, and $2.0 billion of USDA Securities as of December 31, 2016 .

Liabilities .  Farmer Mac's total liabilities were $15.3 billion as of March 31, 2017 , compared to $15.0 billion as of December 31, 2016.  The increase in total liabilities was primarily attributable to an increase in total notes payable and debt securities of consolidated trusts held by third parties.

Equity .  As of March 31, 2017 , Farmer Mac had total equity of $666.0 million , comprised of stockholders' equity of $665.8 million and non-controlling interest of $0.2 million related to Farmer Mac's appraisal subsidiary, AgVisory.  As of May 1, 2017, Farmer Mac transferred its entire 65% ownership interest in AgVisory back to the limited liability company as a company redemption in exchange for $5,000. Farmer Mac recognized a loss of approximately $0.1 million, after-tax, upon the transfer, which will be reflected in Farmer Mac's financial reports for second quarter 2017. As of December 31, 2016 , Farmer Mac had total equity of $643.6 million , comprised of stockholders' equity of $643.4 million and non-controlling interest of $0.2 million .  The increase in total equity during first quarter 2017 was a result of an increase in retained earnings and accumulated other comprehensive income. The increase in accumulated other comprehensive income was due to increases in fair value on certain floating-rate AgVantage Securities.

Off-Balance Sheet Arrangements 

Farmer Mac offers approved lenders two credit enhancement alternatives to increase their liquidity or lending capacity while retaining the cash flow benefits of their loans: (1) Farmer Mac Guaranteed Securities, which are available through each of the Farm & Ranch, USDA Guarantees, Rural Utilities, and Institutional Credit lines of business; and (2) LTSPCs, which are available through the Farm & Ranch and Rural Utilities lines of business. For securitization trusts in which Farmer Mac is the primary beneficiary, the trust assets and liabilities are included on Farmer Mac's consolidated balance sheet. For the remainder of these transactions, and in the event of de-consolidation, both of these alternatives result in the creation of off-balance sheet obligations for Farmer Mac. See Note 6 to the consolidated financial statements for more information about consolidation and Farmer Mac's off-balance sheet business activities.




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Risk Management

Credit Risk – Loans and Guarantees .   Farmer Mac is exposed to credit risk resulting from the inability of borrowers to repay their loans in conjunction with a deficiency in the value of the collateral relative to the outstanding balance of the loan and the costs of liquidation.  Farmer Mac is exposed to credit risk on:
 
loans held;
loans underlying Farmer Mac Guaranteed Securities; and
loans underlying LTSPCs.

Farmer Mac generally assumes 100 percent of the credit risk on loans held and loans underlying LTSPCs in the Farm & Ranch and Rural Utilities lines of business and loans underlying Farm & Ranch Guaranteed Securities. Farmer Mac has direct credit exposure to the loans in non-AgVantage transactions but only indirect credit exposure to loans that secure AgVantage transactions because AgVantage securities represent a general obligation of an issuer that is, in turn, secured by eligible loans. Non-AgVantage transactions like loan purchases, LTSPCs, and "pass-through" guaranteed securities that represent beneficial interests in the underlying loans do not include a general obligation of a counterparty as a separate source of repayment. For the reasons described in more detail below, Farmer Mac excludes its assets in the USDA Guarantees line of business, the loans in the Rural Utilities line of business, and AgVantage securities in the Institutional Credit line of business from the loan-level credit risk metrics it discloses.

Farmer Mac's direct credit exposure to Farm & Ranch loans held and loans underlying Farm & Ranch Guaranteed Securities and LTSPCs as of March 31, 2017 was $6.2 billion across 48 states. Farmer Mac has established underwriting, collateral valuation, and documentation standards for agricultural real estate mortgage loans and believes that these standards mitigate the risk of loss from borrower defaults and provide guidance about the management, administration, and conduct of underwriting and appraisals to all participating and potential lenders.  These standards were developed based on industry practices for agricultural real estate mortgage loans and are designed to assess the creditworthiness of the borrower, as well as the value of the collateral securing the loan.  Farmer Mac evaluates and adjusts these standards on an ongoing basis based on current and anticipated market conditions.  For more information about Farmer Mac's underwriting and collateral valuation standards for Farm & Ranch loans, see "Business—Farmer Mac's Lines of Business—Farm & Ranch—Underwriting and Collateral Valuation (Appraisal) Standards" in Farmer Mac's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on March 9, 2017.

Farmer Mac's direct credit exposure to Rural Utilities loans held and loans underlying LTSPCs as of March 31, 2017 was $1.9 billion across 39 states, of which $1.5 billion were loans to electric distribution cooperatives and $0.4 billion were loans to generation and transmission ("G&T") cooperatives. Farmer Mac has developed different underwriting standards for rural utilities loans that depend on whether direct or indirect credit exposure is assumed on a loan and whether the borrower is an electric distribution cooperative or a G&T cooperative. See "Business—Farmer Mac's Lines of Business—Rural Utilities—Underwriting" in Farmer Mac's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on March 9, 2017. As of March 31, 2017 , there were no delinquencies in Farmer Mac's portfolio of Rural Utilities loans, and Farmer Mac has not experienced any credit losses on rural utilities loans since Congress authorized Farmer Mac's Rural Utilities line of business in 2008. Based on this performance, Farmer Mac excludes the loans in the Rural Utilities line of business from the credit risk metrics it discloses.


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Farmer Mac has indirect credit exposure to the Farm & Ranch loans and Rural Utilities loans that secure AgVantage securities included in the Institutional Credit line of business. Farmer Mac's AgVantage securities are general obligations of institutions approved by Farmer Mac and are secured by current loans in an amount at least equal to the outstanding principal amount of the related security. Accordingly, Farmer Mac excludes the loans that secure AgVantage securities from the credit risk metrics it discloses because Farmer Mac has only indirect credit risk on those loans and because of the other characteristics of AgVantage securities that mitigate credit risk. Those characteristics include a general obligation of an issuing institution approved by Farmer Mac, the required collateralization level for the securities, the requirement for delinquent loans to be removed from the pool of pledged loans and replaced with current eligible loans, and in some cases, the requirement for the counterparty to comply with specified financial covenants for the life of the related AgVantage security. As of March 31, 2017 , Farmer Mac had not experienced any credit losses on any AgVantage securities and does not expect to incur any such losses in the future. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Risk Management—Credit Risk – Institutional" for more information about Farmer Mac's credit risk on AgVantage securities.

The credit exposure of Farmer Mac and Farmer Mac II LLC on USDA Securities, including those underlying Farmer Mac Guaranteed USDA Securities, is covered by the full faith and credit of the United States.  Therefore, Farmer Mac believes that Farmer Mac and Farmer Mac II LLC have little or no credit risk exposure in the USDA Guarantees line of business because of the USDA guarantee.  As of March 31, 2017 , neither Farmer Mac nor Farmer Mac II LLC had experienced any credit losses on any business under the USDA Guarantees line of business, and neither expects to incur any such losses in the future.

Loans in the Farm & Ranch line of business are all secured by first liens on agricultural real estate. Accordingly, Farmer Mac's exposure on a loan is limited to the difference between (1) the total of the accrued interest, advances, and the principal balance of a loan and (2) the value of the property less the cost to sell. Measurement of that excess or shortfall is the best predictor and determinant of loss, compared to other measures that evaluate the efficiency of a particular farm operator.  For example, debt service ratios depend upon farm operator efficiency and leverage, which can vary widely within a geographic region, commodity type, or an operator's business and farming skills.  Thus, Farmer Mac considers a loan's original loan-to-value ratio as one of many factors in evaluating loss severity. This ratio is calculated by dividing the loan principal balance at the time of guarantee, purchase, or commitment by the appraised value at the date of loan origination or, when available, updated appraised value at the time of guarantee, purchase, or commitment.  Other factors Farmer Mac considers include, but are not limited to, other underwriting standards, commodity and farming forecasts, and regional economic and agricultural conditions.

Loan-to-value ratios depend upon the market value of a property, as determined in accordance with Farmer Mac's collateral valuation standards.  As of March 31, 2017 and December 31, 2016, the average unpaid loan balance for loans outstanding in the Farm & Ranch line of business was $615,000 and $611,000 , respectively. The original loan-to-value ratio is based on the original appraised value that has not been indexed to provide a current market value or reflect amortization of loans. The weighted-average original loan-to-value ratio for Farm & Ranch loans purchased during first quarter 2017 was 41 percent , compared to 48 percent for loans purchased during first quarter 2016. The weighted-average original loan-to-value ratio for all Farm & Ranch loans held and all loans underlying off-balance sheet Farm & Ranch Guaranteed Securities and LTSPCs was approximately 45 percent as of both March 31, 2017 and December 31, 2016. The weighted-average original loan-to-value ratio for all 90-day delinquencies was 42 percent and 47 percent , respectively, as of March 31, 2017 and December 31, 2016.


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The weighted-average current loan-to-value ratio, which is the loan-to-value ratio based on original appraised value but which reflects loan amortization since purchase, for Farm & Ranch loans held and loans underlying off-balance sheet Farm & Ranch Guaranteed Securities and LTSPCs was approximately 44 percent as of both March 31, 2017 and December 31, 2016.

Farmer Mac maintains an allowance for loan losses to cover estimated probable losses on loans held and a reserve for losses to cover estimated probable losses on loans underlying LTSPCs and off-balance sheet Farm & Ranch Guaranteed Securities.  The methodology that Farmer Mac uses to determine the level of its allowance for losses is described in Note 2(j) to the consolidated financial statements included in Farmer Mac's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on March 9, 2017. Management believes that this methodology produces a reasonable estimate of probable losses, as of the balance sheet date, for all loans held and loans underlying off-balance sheet Farm & Ranch Guaranteed Securities and LTSPCs.

The following table summarizes the changes in the components of Farmer Mac's total allowance for losses as of March 31, 2017 and 2016:

Table 15
 
For the Three Months Ended
 
March 31, 2017
 
March 31, 2016
 
Allowance for Loan Losses
 
Reserve for Losses
 
Total Allowance for Losses
 
Allowance for Loan Losses
 
Reserve for Losses
 
Total Allowance for Losses
 
(in thousands)
Beginning Balance
$
5,415

 
$
2,020

 
7,435

 
$
4,480

 
$
2,083

 
$
6,563

Provision for/(release of) losses
637

 
(193
)
 
444

 
49

 
14

 
63

Charge-offs
(241
)
 

 
(241
)
 

 

 

Ending Balance
$
5,811

 
$
1,827

 
$
7,638

 
$
4,529

 
$
2,097

 
$
6,626


Activity affecting the allowance for loan losses and reserve for losses is discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Provision for and Release of Allowance for Loan Losses and Reserve for Losses." As of March 31, 2017 , Farmer Mac's total allowance for losses totaled $7.6 million , or 0.12 percent of the outstanding principal balance of Farm & Ranch loans held for investment and loans underlying LTSPCs and off-balance sheet Farm & Ranch Guaranteed Securities, compared to $7.4 million , or 0.12 percent , as of December 31, 2016 .

As of March 31, 2017 , Farmer Mac individually evaluated $15.6 million of the $116.6 million of recorded investment in impaired assets for collateral shortfalls against updated appraised values, other updated collateral valuations, or discounted values. For the remaining $101.0 million of impaired assets for which updated valuations were not available, Farmer Mac evaluated them in the aggregate in consideration of their similar risk characteristics and historical statistics. Farmer Mac recorded specific allowances of $2.7 million for undercollateralized assets as of March 31, 2017 . Farmer Mac's general allowances were $4.9 million as of March 31, 2017 .

The charge-offs recorded during the first quarter 2017 were primarily related to two impaired crop loans, with one borrower, that were foreclosed and transitioned to REO during first quarter 2017. Farmer Mac had previously recorded a specific allowance of $0.2 million on these impaired crop loans as of


82



December 31, 2016. Subsequent to March 31, 2017, Farmer Mac sold the related properties for $5.7 million and recognized $0.5 million gain on sale of REO.

Farmer Mac's 90-day delinquency measure includes loans 90 days or more past due, as well as loans in foreclosure and non-performing loans where the borrower is in bankruptcy. As of March 31, 2017 , Farmer Mac's 90-day delinquencies were $50.8 million ( 0.81 percent of the Farm & Ranch portfolio), compared to $21.0 million ( 0.34 percent of the Farm & Ranch portfolio) as of December 31, 2016 and $34.7 million ( 0.61 percent of the Farm & Ranch portfolio) as of March 31, 2016. Those 90-day delinquencies were comprised of 57 delinquent loans as of March 31, 2017 , compared with 38 delinquent loans as of December 31, 2016 and 60 delinquent loans as of March 31, 2016. Approximately half of the net increase in Farmer Mac's 90-day delinquencies as a percentage of its Farm & Ranch portfolio from year-end resulted from the delinquency of a single borrower on two permanent planting loans to which Farmer Mac had $15.4 million of exposure as of March 31, 2017. That delinquency was due to idiosyncratic factors specific to the borrower and not related to macroeconomic factors in the agricultural economy. Farmer Mac believes that it remains adequately collateralized on these loans. The increase in 90-day delinquencies from year-end is consistent with the seasonal pattern of Farmer Mac's 90-day delinquencies fluctuating from quarter to quarter, both in dollars and as a percentage of the outstanding Farm & Ranch portfolio, with higher levels generally observed at the end of the first and third quarters of each year, which corresponds with the annual (January 1st) and semi-annual (January 1st and July 1st) payment characteristics of most Farm & Ranch loans. Farmer Mac expects that over time its 90-day delinquency rate will eventually revert closer to Farmer Mac's historical average due to macroeconomic factors and the cyclical nature of the agricultural economy and believes that approximately half of the increase in Farmer Mac's delinquency rate in first quarter 2017 from year-end was attributable at least in part to these factors. Farmer Mac's average 90-day delinquency rate for the Farm & Ranch line of business over the last fifteen years is approximately 1 percent.

The following table presents historical information regarding Farmer Mac's 90-day delinquencies in the Farm & Ranch line of business compared to the principal balance of all Farm & Ranch loans held and loans underlying off-balance sheet Farm & Ranch Guaranteed Securities and LTSPCs:

Table 16
 
Farm & Ranch Line of Business
 
90-Day
Delinquencies
 
Percentage
 
(dollars in thousands)
As of:
 
 
 
 
 
March 31, 2017
$
6,240,467

 
$
50,807

 
0.81
%
December 31, 2016
6,139,304

 
21,038

 
0.34
%
September 30, 2016
6,004,728

 
18,377

 
0.31
%
June 30, 2016
5,830,533

 
22,093

 
0.38
%
March 31, 2016
5,713,789

 
34,680

 
0.61
%
December 31, 2015
5,725,299

 
32,136

 
0.56
%
September 30, 2015
5,504,030

 
36,669

 
0.67
%
June 30, 2015
5,485,570

 
31,852

 
0.58
%
March 31, 2015
5,347,248

 
32,101

 
0.60
%

When analyzing the overall risk profile of its lines of business, Farmer Mac takes into account more than the Farm & Ranch loan delinquency percentages provided above. The lines of business also include AgVantage securities and Rural Utilities loans held and underlying LTSPCs, neither of which have any delinquencies, and USDA Securities, which are backed by the full faith and credit of the United States.


83



Across all of Farmer Mac's lines of business, 90-day delinquencies represented 0.28 percent of total outstanding business volume as of March 31, 2017 , compared to 0.12 percent as of December 31, 2016 and 0.21 percent as of March 31, 2016 .



84



The following table presents outstanding Farm & Ranch loans held and loans underlying LTSPCs and off-balance sheet Farm & Ranch Guaranteed Securities and 90-day delinquencies as of March 31, 2017 by year of origination, geographic region, commodity/collateral type, and original loan-to-value ratio:

Table 17
Farm & Ranch 90-Day Delinquencies as of March 31, 2017
 
Distribution of Farm & Ranch Line of Business
 
Farm & Ranch Line of Business
 
90-Day Delinquencies (1)
 
Percentage
 
(dollars in thousands)
By year of origination:
 
 
 
 
 
 
 
2007 and prior
14
%
 
$
858,635

 
$
9,368

 
1.09
%
2008
3
%
 
184,403

 
707

 
0.38
%
2009
2
%
 
113,491

 
2,168

 
1.91
%
2010
3
%
 
199,729

 
2,349

 
1.18
%
2011
4
%
 
267,976

 
1,333

 
0.50
%
2012
10
%
 
636,195

 
3,338

 
0.52
%
2013
15
%
 
915,587

 
1,713

 
0.19
%
2014
11
%
 
688,173

 
20,017

(2)  
2.91
%
2015
14
%
 
867,507

 
9,814

(3)  
1.13
%
2016
19
%
 
1,195,060

 

 
%
2017
5
%
 
313,711

 

 
%
Total
100
%
 
$
6,240,467

 
$
50,807

 
0.81
%
By geographic region (4) :
 

 
 

 
 

 
 

Northwest
11
%
 
$
688,304

 
$
4,597

 
0.67
%
Southwest
29
%
 
1,796,177

 
5,506

 
0.31
%
Mid-North
34
%
 
2,151,503

 
10,097

 
0.47
%
Mid-South
14
%
 
858,319

 
13,124

 
1.53
%
Northeast
4
%
 
237,968

 
1,385

 
0.58
%
Southeast
8
%
 
508,196

 
16,098

 
3.17
%
Total
100
%
 
$
6,240,467

 
$
50,807

 
0.81
%
By commodity/collateral type:
 
 
 

 
 

 
 

Crops
55
%
 
$
3,461,183

 
$
24,364

 
0.70
%
Permanent plantings
17
%
 
1,056,634

 
20,690

 
1.96
%
Livestock
21
%
 
1,298,482

 
2,612

 
0.20
%
Part-time farm
6
%
 
359,405

 
3,141

 
0.87
%
Ag. Storage and Processing
1
%
 
51,481

 

 
%
Other

 
13,282

 

 
%
Total
100
%
 
$
6,240,467

 
$
50,807

 
0.81
%
By original loan-to-value ratio:
 
 
 
 
 
 
 
0.00% to 40.00%
29
%
 
$
1,783,420

 
$
25,157

 
1.41
%
40.01% to 50.00%
23
%
 
1,431,980

 
10,904

 
0.76
%
50.01% to 60.00%
27
%
 
1,719,971

 
11,792

 
0.69
%
60.01% to 70.00%
17
%
 
1,064,391

 
2,632

 
0.25
%
70.01% to 80.00% (5)
3
%
 
204,639

 
206

 
0.10
%
80.01% to 90.00% (5)
1
%
 
36,066

 
116

 
0.32
%
Total
100
%
 
$
6,240,467

 
$
50,807

 
0.81
%
(1)  
Includes loans held and loans underlying off-balance sheet Farm & Ranch Guaranteed Securities and LTSPCs that are 90 days or more past due, in foreclosure, or in bankruptcy with at least one missed payment, excluding loans performing under either their original loan terms or a court-approved bankruptcy plan.
(2)  
Includes $15.4 million of permanent planting loans with one borrower located in the Southeast who became 90-days delinquent during first quarter 2017. The weighted-average original loan-to-value ratio of these two permanent planting loans was between 0.00% and 40.00%.
(3)  
Includes $9.8 million related to two crop loans located in the Mid-South that became 90-days delinquent as a result of a bankruptcy filed by one borrower. The weighted-average original loan-to-value ratio of these two crop loans was between 50.00% and 60.00%.
(4)  
Geographic regions:  Northwest (AK, ID, MT, OR, WA, WY); Southwest (AZ, CA, CO, HI, NM, NV, UT); Mid-North (IA, IL, IN, MI, MN, NE, ND, SD, WI); Mid-South (AR, KS, LA, MO, OK, TX); Northeast (CT, DE, KY, MA, MD, ME, NH, NJ, NY, OH, PA, RI, VA, VT, WV); Southeast (AL, FL, GA, MS, NC, SC, TN).
(5)  
Primarily part-time farm loans. Loans with an original loan-to-value ratio of greater than 80% are required to have private mortgage insurance.



85



Another indicator that Farmer Mac considers in analyzing the credit quality of its Farm & Ranch portfolio is the level of internally-rated "substandard" assets, both in dollars and as a percentage of the outstanding Farm & Ranch portfolio. Assets categorized as "substandard" have a well-defined weakness or weaknesses, and there is a distinct possibility that some loss will be sustained if deficiencies are not corrected. As of March 31, 2017 , Farmer Mac's substandard assets were $171.5 million ( 2.7 percent of the Farm & Ranch portfolio), compared to $165.2 million ( 2.7 percent of the Farm & Ranch portfolio) as of December 31, 2016 . Those substandard assets were comprised of 263 loans as of March 31, 2017 , compared to 287 loans as of December 31, 2016. The $6.3 million increase from year-end 2016 was in-line with growth in the Farm & Ranch portfolio. Farmer Mac expects that over time its substandard asset rate will eventually revert closer to Farmer Mac's historical average due to macroeconomic factors and the cyclical nature of the agricultural economy. Although some credit losses are inherent to the business of agricultural lending, Farmer Mac believes that any losses associated with the current agricultural credit cycle will be moderated by the strength and diversity of its portfolio, which Farmer Mac believes is adequately collateralized. Farmer Mac's average substandard assets as a percentage of its Farm & Ranch portfolio over the last 15 years is approximately 4 percent. See Note 5 to the consolidated financial statements for more information regarding credit quality indicators related to Farm & Ranch loans held and loans underlying LTSPCs and off-balance sheet Farm & Ranch Guaranteed Securities.


86



The following table presents Farmer Mac's cumulative net credit losses relative to the cumulative original balance for all Farm & Ranch loans purchased and loans underlying LTSPCs and off-balance sheet Farm & Ranch Guaranteed Securities as of March 31, 2017 by year of origination, geographic region, and commodity/collateral type.  The purpose of this information is to present information regarding losses relative to original Farm & Ranch purchases, guarantees, and commitments.

Table 18
Farm & Ranch Credit Losses Relative to Cumulative
Original Loans, Guarantees, and LTSPCs as of March 31, 2017
 
Cumulative Original Loans, Guarantees and LTSPCs
 
 Cumulative Net Credit Losses/(Recoveries)
 
 Cumulative Loss Rate
 
(dollars in thousands)
By year of origination:
 
 
 
 
 
2007 and prior
$
13,312,615

 
$
26,032

 
0.20
 %
2008
810,076

 
3,377

 
0.42
 %
2009
543,494

 
1,508

 
0.28
 %
2010
651,514

 
5

 
 %
2011
762,161

 
3,661

 
0.48
 %
2012
1,127,622

 

 
 %
2013
1,391,433

 

 
 %
2014
928,138

 

 
 %
2015
1,021,081

 
228

 
0.02
 %
2016
1,289,932

 

 
 %
2017
311,966

 

 
 %
Total
$
22,150,032

 
$
34,811

 
0.16
 %
By geographic region (1) :
 

 
 

 
 

Northwest
$
2,988,055

 
$
11,198

 
0.37
 %
Southwest
7,584,757

 
9,121

 
0.12
 %
Mid-North
5,681,032

 
12,830

 
0.23
 %
Mid-South
2,650,705

 
(211
)
 
(0.01
)%
Northeast
1,318,216

 
169

 
0.01
 %
Southeast
1,927,267

 
1,704

 
0.09
 %
Total
$
22,150,032

 
$
34,811

 
0.16
 %
By commodity/collateral type:
 

 
 

 
 

Crops
$
10,237,376

 
$
4,610

 
0.05
 %
Permanent plantings
4,456,076

 
9,332

 
0.21
 %
Livestock
5,414,107

 
3,877

 
0.07
 %
Part-time farm
1,239,772

 
1,319

 
0.11
 %
Ag. Storage and Processing
647,896

 
15,673

 
2.42
 %
Other
154,805

 

 
 %
Total
$
22,150,032

 
$
34,811

 
0.16
 %
(1)  
Geographic regions:  Northwest (AK, ID, MT, OR, WA, WY); Southwest (AZ, CA, CO, HI, NM, NV, UT); Mid-North (IA, IL, IN, MI, MN, NE, ND, SD, WI); Mid-South (AR, KS, LA, MO, OK, TX); Northeast (CT, DE, KY, MA, MD, ME, NH, NJ, NY, OH, PA, RI, VA, VT, WV); Southeast (AL, FL, GA, MS, NC, SC, TN).


Analysis of portfolio performance indicates that commodity type is the primary determinant of Farmer Mac's exposure to loss on a given loan. Within most commodity groups, certain geographic areas allow greater economies of scale or proximity to markets than others and, consequently, may result in more successful operations within the commodity group. Certain geographic areas also offer better growing conditions and market access than others and, consequently, may result in more versatile and more successful operators within a given commodity group.  Farmer Mac's board of directors has established policies regarding geographic and commodity concentration to maintain adequate diversification and measure concentration risk.


87




In Farmer Mac's experience, the degree to which the collateral for a commodity group is single-use or highly improved is a more significant determinant of the probability of ultimate losses on a given loan than diversity of geographic location within a commodity group. Commodity groups that tend to be single-use or highly improved include permanent plantings (for example, nut crops), agricultural storage and processing facilities (for example, canola plants and grain processing facilities), and certain livestock facilities (for example, dairy facilities). The versatility of a borrower's operation (and in the case of persisting adverse economic conditions, the borrower's ability to switch commodity groups) will more likely result in profitability for the borrower and, consequently, a lower risk of decreased value for the underlying collateral. Producers of agricultural commodities that require highly improved property are generally less able to adapt their operations when faced with adverse economic conditions. In addition, in the event of a borrower's default, the prospective sale value of the collateral is more likely to decrease and the related loan may become undercollateralized.  This analysis is consistent with corresponding commodity analyses, which indicate that Farmer Mac has experienced higher loss and collateral deficiency rates in permanent planting loans and agricultural storage and processing loans, for which the collateral is typically highly improved and specialized.


88



The following tables present concentrations of Farm & Ranch loans held and loans underlying LTSPCs and off-balance sheet Farm & Ranch Guaranteed Securities by commodity type within geographic region and cumulative credit losses by origination year and commodity type:

Table 19
 
As of March 31, 2017
 
Farm & Ranch Concentrations by Commodity Type within Geographic Region
 
Crops
 
Permanent
Plantings
 
Livestock
 
Part-time
Farm
 
Ag. Storage and
Processing
 
Other
 
Total
 
(dollars in thousands)
By geographic region (1) :
 
 
 
 
 
 
 
 
 
 
 
 
 
Northwest
$
335,546

 
$
93,652

 
$
213,070

 
$
45,781

 
$

 
$
255

 
$
688,304

 
5.4
%
 
1.6
%
 
3.4
%
 
0.7
%
 
%
 
%
 
11.1
%
Southwest
506,056

 
782,582

 
422,908

 
62,934

 
12,830

 
8,867

 
1,796,177

 
8.1
%
 
12.5
%
 
6.8
%
 
1.0
%
 
0.2
%
 
0.1
%
 
28.7
%
Mid-North
1,839,474

 
17,371

 
177,476

 
93,497

 
20,117

 
3,568

 
2,151,503

 
29.5
%
 
0.2
%
 
2.8
%
 
1.5
%
 
0.3
%
 
0.1
%
 
34.4
%
Mid-South
520,315

 
20,767

 
269,743

 
43,034

 
4,279

 
181

 
858,319

 
8.3
%
 
0.3
%
 
4.3
%
 
0.7
%
 
0.1
%
 
%
 
13.7
%
Northeast
106,612

 
13,912

 
44,957

 
66,972

 
5,442

 
73

 
237,968

 
1.7
%
 
0.3
%
 
0.7
%
 
1.1
%
 
0.1
%
 
%
 
3.9
%
Southeast
153,180

 
128,350

 
170,328

 
47,187

 
8,813

 
338

 
508,196

 
2.4
%
 
2.1
%
 
2.8
%
 
0.8
%
 
0.1
%
 
%
 
8.2
%
Total
$
3,461,183

 
$
1,056,634

 
$
1,298,482

 
$
359,405

 
$
51,481

 
$
13,282

 
$
6,240,467

 
55.4
%
 
17.0
%
 
20.8
%
 
5.8
%
 
0.8
%
 
0.2
%
 
100.0
%
(1)  
Geographic regions:  Northwest (AK, ID, MT, OR, WA, WY); Southwest (AZ, CA, CO, HI, NM, NV, UT); Mid-North (IA, IL, IN, MI, MN, NE, ND, SD, WI); Mid-South (AR, KS, LA, MO, OK, TX); Northeast (CT, DE, KY, MA, MD, ME, NH, NJ, NY, OH, PA, RI, VA, VT, WV); Southeast (AL, FL, GA, MS, NC, SC, TN).

Table 20
 
As of March 31, 2017

Farm & Ranch Cumulative Credit Losses by Origination Year and Commodity Type
 
Crops
 
Permanent
Plantings
 
Livestock
 
Part-time
Farm
 
Ag. Storage and
Processing
 
Total
 
(in thousands)
By year of origination:
 
 
 
 
 
 
 
 
 
 
 
2007 and Prior
$
1,658

 
$
9,184

 
$
3,803

 
$
1,189

 
$
10,198

 
$
26,032

2008
2,626

 

 

 
130

 
621

 
3,377

2009
98

 
148

 
69

 

 
1,193

 
1,508

2010

 

 
5

 

 

 
5

2011

 

 

 

 
3,661

 
3,661

2012

 

 

 

 

 

2013

 

 

 

 

 

2014

 

 

 

 

 

2015
228

 

 

 

 

 
228

2016

 

 

 

 

 

2017

 

 

 

 

 

Total
$
4,610

 
$
9,332

 
$
3,877

 
$
1,319

 
$
15,673

 
$
34,811




89



Farmer Mac regularly conducts detailed, statistical stress tests of its portfolio for credit risk and compares those results to current and historical credit quality metrics and to the various statutory, regulatory, and Farmer Mac's board of directors' capital policy metrics. Farmer Mac's methodologies for pricing its guarantee and commitment fees, managing credit risk, and providing adequate allowances for losses consider all of the foregoing factors and information.

Farmer Mac requires approved lenders to make representations and warranties regarding the conformity of eligible agricultural mortgage and rural utilities loans to Farmer Mac's standards, the accuracy of loan data provided to Farmer Mac, and other requirements related to the loans.  Sellers are responsible to Farmer Mac for breaches of those representations and warranties, and Farmer Mac has the ability to require a seller to cure, replace, or repurchase a loan sold or transferred to Farmer Mac if any breach of a representation or warranty is discovered that was material to Farmer Mac's decision to purchase the loan or that directly or indirectly causes a default or potential loss on a loan sold or transferred by the seller to Farmer Mac. During the previous three years ended March 31, 2017, Farmer Mac had required one seller to repurchase a total of two loans aggregating $0.8 million for breaches of representations and warranties made about those two loans, both of which repurchases occurred during first quarter 2016. In addition to relying on the representations and warranties of lenders, Farmer Mac also underwrites all of the agricultural real estate mortgage loans (other than rural housing and part-time farm mortgage loans) and rural utilities loans that it holds in its portfolio. For rural housing and part-time farm mortgage loans, Farmer Mac relies on representations and warranties from the seller that those loans conform to Farmer Mac's specified underwriting criteria without exception. For more information about Farmer Mac's loan eligibility requirements, see "Business—Farmer Mac's Lines of Business—Farm & Ranch—Loan Eligibility" and "Business—Farmer Mac's Lines of Business—Rural Utilities—Loan Eligibility" in Farmer Mac's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on March 9, 2017.

Under contracts with Farmer Mac and in consideration for servicing fees, Farmer Mac-approved central servicers service loans in accordance with Farmer Mac's requirements.  Central servicers are responsible to Farmer Mac for serious errors in the servicing of those loans.  If a central servicer materially breaches the terms of its servicing agreement with Farmer Mac, such as failing to forward payments received or releasing collateral without Farmer Mac's consent, or experiences insolvency or bankruptcy, Farmer Mac has the right to terminate the servicing relationship for a particular loan or the entire portfolio serviced by the central servicer. In addition, Farmer Mac can proceed against the central servicer in arbitration or exercise any remedies available to it under law. During the previous three years ended March 31, 2017, Farmer Mac had not exercised any remedies or taken any formal action against any central servicers. For more information about Farmer Mac's servicing requirements, see "Business—Farmer Mac's Lines of Business—Farm & Ranch—Servicing" and "Business—Farmer Mac's Lines of Business—Rural Utilities—Servicing" in Farmer Mac's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on March 9, 2017.

Credit Risk – Institutional .  Farmer Mac is exposed to credit risk arising from its business relationships with other institutions including:
 
issuers of AgVantage securities;
approved lenders and servicers; and
interest rate swap counterparties.

Farmer Mac approves AgVantage counterparties and manages institutional credit risk related to those AgVantage counterparties by requiring them to meet Farmer Mac's standards for creditworthiness for the


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particular counterparty and transaction.  The required collateralization level is established at the time the AgVantage facility is entered into with the counterparty and does not change during the life of the AgVantage securities issued under the facility.  In AgVantage transactions, the corporate obligor is required to remove from the pool of pledged collateral any loan that becomes more than 30 days delinquent in the payment of principal or interest and to substitute an eligible loan that is current in payment to maintain the minimum required collateralization level.  In the event of a default on the general obligation, Farmer Mac would have recourse to the pledged collateral and have rights to the ongoing borrower payments of principal and interest. For Farm Equity AgVantage counterparties, Farmer Mac also requires that the counterparty generally (1) maintain a higher collateralization level, through lower loan-to-value ratio thresholds and higher overcollateralization than required for traditional AgVantage securities and (2) comply with specified financial covenants for the life of the related Farm Equity AgVantage security to avoid default. For a more detailed description of AgVantage securities, see "Business—Farmer Mac's Lines of Business—Institutional Credit—AgVantage Securities" in Farmer Mac's Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 9, 2017.

The unpaid principal balance of outstanding on-balance sheet AgVantage securities secured by loans eligible for the Farm & Ranch line of business totaled $3.8 billion as of March 31, 2017 and $3.7 billion as of December 31, 2016 . The unpaid principal balance of on-balance sheet AgVantage securities secured by loans eligible for the Rural Utilities line of business totaled $2.5 billion as of March 31, 2017 and $2.3 billion as of December 31, 2016 . The unpaid principal balance of outstanding off-balance sheet AgVantage transactions totaled $1.3 billion as of both March 31, 2017 and December 31, 2016 .

The following table provides information about the issuers of AgVantage securities, as well as the required collateralization levels for those transactions as of March 31, 2017 and December 31, 2016 :

Table 21
 
 
As of March 31, 2017
 
As of December 31, 2016
Counterparty
 
Balance
 
Credit Rating
 
Required Collateralization
 
Balance
 
Credit Rating
 
Required Collateralization
 
 
(dollars in thousands)
AgVantage:
 
 
 
 
 
 
 
 
 
 
 
 
MetLife
 
$
2,550,000

 
AA-
 
103%
 
$
2,550,000

 
AA-
 
103%
CFC (1)
 
2,834,679

 
A
 
100%
 
2,594,402

 
A
 
100%
Rabo Agrifinance, Inc.
 
1,800,000

 
None
 
106%
 
1,800,000

 
None
 
106%
Other (2)
 
111,821

 
(3)  
 
106% to 125%
 
86,373

 
(3)  
 
106% to 125%
Farm Equity AgVantage (4)
 
289,083

 
None
 
110%
 
256,911

 
None
 
110%
Total outstanding
 
$
7,585,583

 
 
 
 
 
$
7,287,686

 
 
 
 
(1)  
Includes $300.0 million related to a revolving floating rate AgVantage facility. Farmer Mac receives a fixed fee based on the full dollar amount of the facility. During first quarter 2017, $100.0 million of this facility was drawn and subsequently repaid. As of December 31, 2016, this facility had not been utilized.
(2)  
Consists of AgVantage securities issued by 6 different issuers as of both March 31, 2017 and December 31, 2016.
(3)  
Consists of AgVantage securities from 6 separate issuers without a credit rating as of both March 31, 2017 and December 31, 2016.
(4)  
Consists of AgVantage securities from 3 separate issuers as of both March 31, 2017 and December 31, 2016.

Farmer Mac manages institutional credit risk related to lenders and servicers by requiring those institutions to meet Farmer Mac's standards for creditworthiness.  Farmer Mac monitors the financial condition of those institutions by evaluating financial statements and bank credit rating agency reports.  For more information about Farmer Mac's lender eligibility requirements, see "Business—Farmer Mac's Lines of Business—Farm & Ranch—Approved Lenders" and "Business—Farmer Mac's Lines of


91



Business—Rural Utilities—Approved Lenders" in Farmer Mac's Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 9, 2017.

Farmer Mac manages institutional credit risk related to its interest rate swap counterparties through collateralization provisions contained in each of its swap agreements that varies based on the market value of its swaps portfolio with each counterparty. Furthermore, rules jointly issued by various prudential regulators, including the FCA, establish minimum requirements for the exchange of initial and variation margin between Farmer Mac and its swap dealer counterparties in non-cleared swaps transactions. Effective March 1, 2017, Farmer Mac was required to exchange variation margin with its swap dealer counterparties in non-cleared swaps transactions entered into following the effective date at a zero threshold level pursuant to these new rules. Farmer Mac transacts interest rate swaps with multiple counterparties to ensure a more even distribution of institutional credit risk related to its swap transactions. As a result of mandatory clearing rules for certain interest rate derivative transactions enacted under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), Farmer Mac uses the clearing process for cleared swap transactions as another mechanism for managing its derivative counterparty risk. Credit risk related to interest rate swap contracts is discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Risk Management—Interest Rate Risk" and Note 4 to the consolidated financial statements.

Credit Risk Other Investments . As of March 31, 2017 , Farmer Mac had $0.3 billion of cash and cash equivalents and $2.5 billion of investment securities. The management of the credit risk inherent in these investments is governed by Farmer Mac's internal policies as well as FCA regulations, which establish limitations on dollar amount, issuer concentration, and credit quality. Those regulations can be found at 12 C.F.R. §§ 652.1-652.45 (the "Liquidity and Investment Regulations"). In addition to establishing a portfolio of highly liquid investments as an available source of cash, the goals of Farmer Mac's investment policies are designed to minimize Farmer Mac's exposure to financial market volatility, preserve capital, and support Farmer Mac's access to the debt markets.

The Liquidity and Investment Regulations and Farmer Mac's policies generally require each investment or issuer of an investment to be highly rated by a nationally recognized statistical rating organization ("NRSRO").  Investments in mortgage securities and asset-backed securities are required to have a rating in the highest NRSRO category. Corporate debt securities with maturities of no more than five years but more than three years are required to be rated in one of the two highest categories; corporate debt securities with maturities of three years or less are required to be rated in one of the three highest categories.  Some investments do not require a rating, such as U.S. Treasury securities and other obligations fully insured by the United States government or a government agency or diversified investment funds regulated under the Investment Company Act of 1940.  Investments in diversified investment funds are further limited to those funds that are holding only instruments approved for direct investment by Farmer Mac.

The Liquidity and Investment Regulations and Farmer Mac's policies also establish concentration limits, which are intended to limit exposure to any one counterparty. Although the Liquidity and Investment Regulations limit Farmer Mac's total credit exposure to any single issuer of securities and uncollateralized financial derivatives to 25 percent of Farmer Mac's regulatory capital (as of March 31, 2017 , 25 percent of Farmer Mac's regulatory capital was $158.0 million ), Farmer Mac's current policy limits this total credit exposure to 5 percent of its regulatory capital (as of March 31, 2017 , 5 percent of Farmer Mac's regulatory capital was $31.6 million ). These exposure limits do not apply to obligations of the United States or GSEs, though Farmer Mac is restricted by the Liquidity and Investment Regulations and its own policy


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from investing more than 100 percent of its regulatory capital in any one GSE.

On February 23, 2016, FCA published a proposed rule in the Federal Register to amend the Liquidity and Investment Regulations to comply with Section 939A of the Dodd-Frank Act by removing references and requirements relating to credit ratings and replacing them with other standards of creditworthiness, as well as to revise the eligibility criteria and exposure limits for certain types of investments. Farmer Mac submitted comments on this proposed rule to FCA on April 25, 2016 and expects a final rule to be issued during 2017. Farmer Mac expects that it will be able to successfully adapt to FCA's proposed amendments of the Liquidity and Investment Regulations.

Interest Rate Risk .  Farmer Mac is subject to interest rate risk on all assets retained on its balance sheet because of possible timing differences in the cash flows of the assets and related liabilities.  This risk is primarily related to loans held, Farmer Mac Guaranteed Securities (excluding AgVantage securities), and USDA Securities due to the ability of borrowers to prepay their loans before the scheduled maturities, thereby increasing the risk of asset and liability cash flow mismatches.  Cash flow mismatches in a changing interest rate environment can reduce the earnings of Farmer Mac if assets repay sooner than expected and the resulting cash flows must be reinvested in lower-yielding investments when Farmer Mac's funding costs cannot be correspondingly reduced, or if assets repay more slowly than expected and the associated debt must be replaced by higher-cost debt. As discussed below, Farmer Mac manages this interest rate risk by funding assets purchased with liabilities matching the duration and cash flow characteristics of the assets purchased.

Interest Rate Risk Management

The goal of interest rate risk management at Farmer Mac is to create and maintain a portfolio that generates stable earnings and value across a variety of interest rate environments. Farmer Mac's primary strategy for managing interest rate risk is to fund asset purchases with liabilities that have similar duration and cash flow characteristics so that they will perform similarly as interest rates change. To match these characteristics, Farmer Mac issues discount notes and both callable and non-callable medium-term notes across a spectrum of maturities. Farmer Mac issues callable debt to offset the prepayment risk associated with some loans. By using a blend of liabilities that includes callable debt, the interest rate sensitivities of the liabilities tend to increase or decrease as interest rates change in a manner similar to changes in the interest rate sensitivities of the assets. Farmer Mac also uses financial derivatives to better match the durations of Farmer Mac's assets and liabilities, thereby reducing overall interest rate sensitivity.

Taking into consideration the prepayment provisions and the default probabilities associated with its loan assets, Farmer Mac uses prepayment models to project and value cash flows associated with these assets.  Because borrowers' behaviors in various interest rate environments may change over time, Farmer Mac periodically evaluates the effectiveness of these models compared to actual prepayment experience and adjusts and refines the models as necessary to improve the precision of subsequent prepayment forecasts.

In certain cases, yield maintenance provisions and other prepayment penalties contained in agricultural real estate mortgage loans and rural utilities loans reduce, but do not eliminate, prepayment risk.  Those provisions require borrowers to make an additional payment when they prepay their loans, thus compensating Farmer Mac for the shortened duration of the prepaid loan.  As of March 31, 2017 , less than 1 percent of the total outstanding balance of loans in the Farm & Ranch line of business where Farmer Mac either owned the loan or the beneficial interest in the underlying loan had yield maintenance


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provisions or other forms of prepayment protection (together covering 1 percent of all loans with fixed interest rates).  Of the Farm & Ranch loans purchased in first quarter 2017 , less than 1 percent had yield maintenance or another form of prepayment protection. As of March 31, 2017 , none of Farmer Mac's USDA Securities had yield maintenance provisions; however, 5 percent contained other prepayment penalties.  Of the USDA Securities purchased in first quarter 2017 , 13 percent contained various forms of prepayment penalties.  As of March 31, 2017 , 60 percent of the Rural Utilities loans owned by Farmer Mac had yield maintenance provisions. Of the Rural Utilities loans purchased in first quarter 2017 , 5 percent contained prepayment penalties.

Farmer Mac's purchases of eligible loan assets expose Farmer Mac to interest rate risk arising primarily from uncertainty as to when the borrowers will repay the outstanding principal balance on the related loans. Generally, the values of Farmer Mac's eligible loan assets, and the debt issued to fund these assets, increase when interest rates decline, and their values decrease as interest rates rise. Furthermore, changes in interest rates may affect loan prepayment rates which may, in turn, affect durations and values of the loans. Declining interest rates generally increase prepayment rates, which shortens the duration of these assets, while rising interest rates tend to slow loan prepayments, thereby extending the duration of the loans.

Farmer Mac is also subject to interest rate risk on loans that Farmer Mac has committed to acquire (other than delinquent loans through LTSPCs) but has not yet purchased.  When Farmer Mac commits to purchase those loans, it is exposed to interest rate risk between the time it commits to purchase the loans and the time it either:
 
sells Farmer Mac Guaranteed Securities backed by the loans; or
issues debt to retain the loans in its portfolio.

Farmer Mac manages the interest rate risk related to these loans, and any related Farmer Mac Guaranteed Securities or debt issuance, through the use of forward sale contracts on the debt securities of other GSEs and futures contracts involving U.S. Treasury securities.  Farmer Mac uses forward sale contracts on GSE securities to reduce its interest rate exposure to changes in both U.S. Treasury rates and spreads on Farmer Mac debt and certain Farmer Mac Guaranteed Securities. Issuing debt to fund the loans as investments does not fully eliminate interest rate risk due to the possible timing differences in the cash flows of the assets and related liabilities, as discussed above.

Farmer Mac's $0.3 billion of cash and cash equivalents mature within three months and are funded with discount notes having similar maturities. As of March 31, 2017 , $2.4 billion of the $ 2.5 billion of investment securities ( 98 percent ) were floating rate securities with rates that adjust within one year or fixed rate securities with original maturities between three months and one year. Those securities are funded with effectively floating rate debt that closely matches the rate adjustment dates of the associated investments. As of March 31, 2017 , Farmer Mac had outstanding discount notes of $2.7 billion , medium-term notes that mature within one year of $4.9 billion , and medium-term notes that mature after one year of $6.3 billion .

Recognizing that interest rate sensitivity may change with the passage of time and as interest rates change, Farmer Mac assesses this exposure on a regular basis and, if necessary, readjusts its portfolio of assets and liabilities by:
 
purchasing assets in the ordinary course of business;


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refinancing existing liabilities; or
using financial derivatives to alter the characteristics of existing assets or liabilities.
 
Interest Rate Risk Metrics

Farmer Mac regularly stress tests its portfolio for interest rate risk and uses a variety of metrics to quantify and manage its interest rate risk. These metrics include sensitivity to interest rate movements of market value of equity ("MVE") and net interest income ("NII") as well as duration gap analysis. MVE represents management's estimate of the present value of all future cash flows from on- and off-balance sheet assets, liabilities, and financial derivatives, discounted at current interest rates and appropriate spreads. However, MVE is not indicative of the market value of Farmer Mac as a going concern because these market values are theoretical and do not reflect future business activities. MVE sensitivity analysis is used to measure the degree to which the market values of Farmer Mac's assets and liabilities change for a given change in interest rates. Because this analysis evaluates the impact of interest rate movements on the value of all future cash flows, this measure provides an evaluation of Farmer Mac's long-term interest rate risk.

Farmer Mac's NII is the difference between the yield on its interest-earning assets and its funding costs. Farmer Mac's NII may be affected by changes in market interest rates resulting from timing differences between maturities and re-pricing characteristics of assets and liabilities. The direction and magnitude of any such effect depends on the direction and magnitude of the change in interest rates as well as the composition of Farmer Mac's portfolio. The NII forecast represents an estimate of the net interest income that Farmer Mac's current portfolio is expected to produce over a twelve-month horizon. As a result, NII sensitivity statistics provide a short-term view of Farmer Mac's interest rate sensitivity.

Duration is a measure of a financial instrument's sensitivity to small changes in interest rates. Duration gap is the difference between the estimated durations of Farmer Mac's assets and liabilities. Because duration is a measure of market value sensitivity, duration gap summarizes the extent to which estimated market value sensitivities for assets and liabilities are matched. Duration gap provides a relatively concise measure of the interest rate risk inherent in Farmer Mac's outstanding book of business.

A positive duration gap denotes that the duration of Farmer Mac's assets is greater than the duration of its liabilities. A positive duration gap indicates that the market value of Farmer Mac's assets is more sensitive to small interest rate movements than is the market value of its liabilities. Conversely, a negative duration gap indicates that Farmer Mac's assets are less sensitive to small interest rate movements than are its liabilities.

Each of the metrics is produced using asset/liability models and is derived based on management's best estimates of factors such as projected interest rates, interest rate volatility, and prepayment speeds. Accordingly, these metrics should be understood as estimates rather than precise measurements. In addition, actual results may differ to the extent there are material changes to Farmer Mac's portfolio or changes in strategies undertaken to mitigate unfavorable sensitivities to interest rate changes.



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The following schedule summarizes the results of Farmer Mac's MVE and NII sensitivity analysis as of March 31, 2017 and December 31, 2016 to an immediate and instantaneous uniform or "parallel" shift in the yield curve:

Table 22
 
 
Percentage Change in MVE from Base Case
Interest Rate Scenario
 
As of March 31, 2017
 
As of December 31, 2016
+100 basis points
 
(2.1
)%
 
(2.5
)%
-25 basis points
 
(0.3
)%
 
(0.2
)%

 
 
Percentage Change in NII from Base Case
Interest Rate Scenario
 
As of March 31, 2017
 
As of December 31, 2016
+100 basis points
 
3.7
 %
 
3.0
 %
-25 basis points
 
(0.9
)%
 
(1.3
)%


Farmer Mac's board of directors has established policies and procedures regarding MVE and NII sensitivity. These policies include the measurement of MVE and NII sensitivity to more severe decreasing interest rate scenarios that are consistent in magnitude with the increasing interest rate scenarios. However, given the current low interest rate environment, those rate scenarios produce negative interest rates, and, as a result, do not produce results that are meaningful. Consequently, Farmer Mac currently measures and reports MVE and NII sensitivity to a down 25 basis point interest rate shock.

As of March 31, 2017 , Farmer Mac's effective duration gap was minus 0.2 months , compared to 0.1 months as of December 31, 2016 .  During first quarter 2017, short-term interest rates increased materially and the yield curve flattened. Despite this rate movement, Farmer Mac's overall interest rate sensitivity remained relatively stable and at relatively low levels during first quarter 2017.

Financial Derivatives Transactions

The economic effects of financial derivatives are included in Farmer Mac's MVE, NII, and duration gap analyses.  Farmer Mac enters into the following financial derivative transactions principally to protect against risk from the effects of market price or interest rate movements on the value of assets, future cash flows, credit exposure, and debt issuance, not for trading or speculative purposes:
 
"pay-fixed" interest rate swaps, in which Farmer Mac pays fixed rates of interest to, and receives floating rates of interest from, counterparties;
"receive-fixed" interest rate swaps, in which Farmer Mac receives fixed rates of interest from, and pays floating rates of interest to, counterparties; and
"basis swaps," in which Farmer Mac pays variable rates of interest based on one index to, and receives variable rates of interest based on another index from, counterparties.

As of March 31, 2017 , Farmer Mac had $8.5 billion combined notional amount of interest rate swaps, with terms ranging from less than one year to twenty-five years, of which $2.5 billion were pay-fixed interest rate swaps, $5.1 billion were receive-fixed interest rate swaps, and $0.9 billion were basis swaps.

Farmer Mac enters into interest rate swap contracts to synthetically adjust the characteristics of its debt to match more closely the cash flow and duration characteristics of its loans and other assets, thereby


96



reducing interest rate risk and often times deriving an overall lower effective cost of borrowing than would otherwise be available to Farmer Mac in the conventional debt market.  Specifically, interest rate swaps synthetically convert the variable cash flows related to the forecasted issuance of short-term debt into effectively fixed rate medium-term notes that match the anticipated duration and interest rate characteristics of the corresponding assets.  Farmer Mac evaluates the overall cost of using the swap market as a funding alternative and uses interest rate swaps to manage specific interest rate risks for specific transactions. Certain financial derivatives are designated as fair value hedges of fixed rate assets classified as available-for-sale to protect against fair value changes in the assets related to a benchmark interest rate (e.g., LIBOR).

Farmer Mac has used callable interest rate swaps (in conjunction with the issuance of short-term debt) as an alternative to callable medium-term notes with equivalently structured maturities and call options.  The call options on the swaps are designed to match the prepayment options on those assets without prepayment protection.  The blended durations of the swaps are also designed to match the duration of the related assets over their estimated lives.  If the assets prepay, the swaps can be called and the short-term debt repaid; if the assets do not prepay, the swaps remain outstanding and the short-term debt is rolled over, effectively providing fixed rate callable funding over the lives of the related assets.  Thus, the economics of the assets are closely matched to the economics of the interest rate swap and funding combination.

As discussed in Note 4 to the consolidated financial statements, all financial derivatives are recorded on the balance sheet at fair value as a freestanding asset or liability. Changes in the fair values of financial derivatives are reported in " Gains/(losses) on financial derivatives and hedging activities " in the consolidated statements of operations . For financial derivatives designated in fair value hedge accounting relationships, changes in the fair values of the hedged items related to the risk being hedged are also reported in " Gains/(losses) on financial derivatives and hedging activities " in the consolidated statements of operations . The accrual of the contractual amounts due on the financial derivative is included as an adjustment to the yield of the hedged item and is reported in net interest income. For financial derivatives designated in cash flow hedge accounting relationships, the effective portion of the derivative gain/loss is recorded in other comprehensive income. Amounts are disclosed as a reclassification out of other comprehensive income and affecting net interest income when the hedged transaction occurs and affects earnings. Any ineffective portion of designated hedge transactions is recognized immediately in " Gains/(losses) on financial derivatives and hedging activities ."  All of Farmer Mac's financial derivatives transactions are conducted under standard collateralized agreements that limit Farmer Mac's potential credit exposure to any counterparty.  As of March 31, 2017 , Farmer Mac had $0.3 million uncollateralized net exposures to three counterparties. As of December 31, 2016 , Farmer Mac had uncollateralized net exposures of $0.2 million to two counterparties.

Basis Risk

In addition to being exposed to the risk of asset and liability cash flow mismatches, Farmer Mac is exposed to the risk related to changes in its cost of funds relative to floating rate market indexes (such as LIBOR) on some of the floating rate assets it holds. This exposure is referred to as "basis risk." Some of Farmer Mac's floating rate assets reset on rate adjustment dates on the basis of a floating rate market index, whereas the related debt that Farmer Mac issued to fund those assets until their maturities may be refinanced on the basis of Farmer Mac’s cost of funds at a particular time. Basis risk arises from the potential variability between the rates at which those floating rate assets reset and the rates at which


97



Farmer Mac can issue debt to fund those assets. Farmer Mac can fund these floating rate assets in several ways, including:

issuing short-term discount notes with maturities that match the reset period of the assets;
issuing floating rate medium-term notes with maturities that match the maturities of the assets;
issuing non-maturity matched, floating rate medium-term notes; or
issuing non-maturity matched, fixed-rate discount notes or medium-term notes swapped to match the interest rate reset dates of the assets as an alternative source of effectively floating rate funding.

Farmer Mac primarily uses the last two options identified in the list above to fund these floating rate assets because this funding strategy is usually the most effective way to provide an interest rate match, maintain a suitable liquidity profile, and lower Farmer Mac’s cost of funds. As funding for these floating rate assets matures, Farmer Mac seeks to refinance the debt associated with these assets in a similar fashion to achieve an appropriate interest rate match for the remaining life of the assets. However, if the rates on Farmer Mac’s discount notes or medium-term notes deteriorate relative to LIBOR during the time between when these floating rate assets were first funded and when Farmer Mac refinances the associated debt, Farmer Mac is exposed to a commensurate reduction in its net effective spread on the associated assets. Conversely, if the rates on Farmer Mac’s discount notes or medium-term notes improve relative to LIBOR during that time, Farmer Mac would benefit from a commensurate increase in its net effective spread on those assets.

Farmer Mac is also subject to basis risk on some of its fixed rate assets as a result of its use of pay-fixed interest rate swaps, combined with a series of discount note or medium-term note issuances, as an alternative source of effectively fixed rate funding. This risk arises because the rates at which Farmer Mac refinances its funding for some fixed rate assets through the issuance of discount notes or medium-term notes may vary from the agreed-upon rates based on the floating rate market index received by Farmer Mac on the associated swaps. In these cases, if the rates on Farmer Mac's discount notes or medium-term notes were to deteriorate relative to LIBOR, Farmer Mac would be exposed to a commensurate reduction in its net interest income and net effective spread. Conversely, if the rates on Farmer Mac's discount notes or medium-term notes were to improve relative to LIBOR, Farmer Mac would benefit from a commensurate increase in its net interest income and net effective spread.

To mitigate this basis risk, Farmer Mac seeks to issue debt of sufficient maturity to reduce the frequency of required refinancing of that debt over the life of the associated asset. As of March 31, 2017, Farmer Mac held $6.5 billion of floating-rate assets in its lines of business and its liquidity investment portfolio that reset on the basis of floating rate market indexes, primarily one-month and three-month LIBOR. As of the same date, Farmer Mac also had $2.5 billion of interest rate swaps outstanding where Farmer Mac pays a fixed rate of interest and receives a floating rate of interest.

During fourth quarter 2015 and into first quarter 2016, the levels at which Farmer Mac issued discount notes and medium-term notes deteriorated versus LIBOR. Farmer Mac believes that this deterioration was caused by a significant compression of spreads between U.S. Treasury interest rates and corresponding interest rate swap rates, and was not related to any developments specific to Farmer Mac. In response to this deterioration, Farmer Mac adjusted its funding strategies to take advantage of lower cost LIBOR-based funding opportunities, while minimizing the effects of the more expensive index sectors of the LIBOR-based funding market. Short-term funding levels improved significantly over the course of 2016 and into 2017, and in many cases improved to levels that are better than Farmer Mac's historical experience.


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Liquidity and Capital Resources

Farmer Mac regularly accesses the capital markets for funding, and Farmer Mac has maintained access to the capital markets at favorable rates throughout 2016 and the first three months of 2017. Assuming continued access to the capital markets, Farmer Mac believes it has sufficient liquidity and capital resources to support its operations for the next 12 months and for the foreseeable future. Farmer Mac also has a liquidity contingency plan to manage unanticipated disruptions in its access to the capital markets. That plan involves borrowing through repurchase agreement arrangements and the sale of liquid assets. Farmer Mac is required to maintain a minimum of 90 days of liquidity under the Liquidity and Investment Regulations. In accordance with the methodology for calculating available days of liquidity prescribed by those regulations, Farmer Mac maintained an average of 181  days of liquidity during first quarter 2017 and had 194  days of liquidity as of March 31, 2017 .
                              
Debt Issuance .  Farmer Mac funds its purchases of eligible loan assets and investment assets and finances its operations primarily by issuing debt obligations of various maturities through a network of dealers in the public capital markets.  Farmer Mac works to enhance its funding operations by undertaking extensive debt investor relations initiatives, including conducting non-deal roadshows with institutional investors, making periodic dealer sales force presentations, and speaking at fixed income investor conferences throughout the United States. Debt obligations issued by Farmer Mac include discount notes and fixed and floating rate medium-term notes, including callable notes.

Farmer Mac's board of directors has authorized the issuance of up to $18.0 billion of discount notes and medium-term notes (of which $13.9 billion was outstanding as of March 31, 2017 ), subject to periodic review of the adequacy of that level relative to Farmer Mac's borrowing requirements. Farmer Mac invests the proceeds of its debt issuances in purchases of loans, USDA Securities, Farmer Mac Guaranteed Securities, and investment assets in accordance with policies established by its board of directors and subject to regulations established by FCA.

Liquidity .  The funding and liquidity needs of Farmer Mac's lines of business are driven by the purchase and retention of eligible loans, USDA Securities, and Farmer Mac Guaranteed Securities (including AgVantage securities); the maturities of Farmer Mac's discount notes and medium-term notes; and payment of principal and interest on Farmer Mac Guaranteed Securities.  Farmer Mac's primary sources of funds to meet these needs are the proceeds of its debt issuances, fees for its guarantees and commitments, net effective spread, loan repayments, and maturities of AgVantage securities.
 
Farmer Mac maintains cash, cash equivalents (including U.S. Treasury securities and other short-term money market instruments), and other investment securities that can be drawn upon for liquidity needs.  The following table presents these assets as of March 31, 2017 and December 31, 2016:



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Table 23
 
As of March 31, 2017
 
As of December 31, 2016

 
(in thousands)
Cash and cash equivalents
$
313,641

 
$
265,229

Investment securities:
 

 
 

Guaranteed by U.S. Government and its agencies
1,404,554

 
1,423,850

Guaranteed by GSEs
1,027,819

 
1,044,261

Corporate debt securities
10,060

 
10,041

Asset-backed securities
36,811

 
37,699

Total
$
2,792,885

 
$
2,781,080


Capital Requirements . Farmer Mac is subject to the following capital requirements – minimum, critical, and risk-based. Farmer Mac is required to comply with the higher of the minimum capital requirement and the risk-based capital requirement. The minimum capital requirement is expressed as a percentage of on-balance sheet assets and off-balance sheet obligations. The critical capital requirement is equal to one-half of the minimum capital amount. Farmer Mac's statutory charter does not specify the required level of risk-based capital but directs FCA to establish a risk-based capital stress test for Farmer Mac, using specified stress test parameters. Certain enforcement powers are given to FCA depending on Farmer Mac's compliance with these capital standards. As of March 31, 2017 , Farmer Mac was in compliance with its statutory capital requirements and was classified as within "level I" (the highest compliance level). See Note 7 to the consolidated financial statements for more information about Farmer Mac's capital position and see "Business—Government Regulation of Farmer Mac—Capital Standards" in Farmer Mac's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on March 9, 2017 for more information on the capital requirements applicable to Farmer Mac.

In accordance with FCA's rule on capital planning, Farmer Mac's board of directors has adopted a policy for maintaining a sufficient level of "Tier 1" capital (consisting of retained earnings, paid-in-capital, common stock, and qualifying preferred stock). That policy imposes restrictions on Tier 1-eligible dividends and any discretionary bonus payments in the event that Tier 1 capital falls below specified thresholds. As of both March 31, 2017 and December 31, 2016, Farmer Mac's Tier 1 capital ratio was 12.7% as the marginal impact of capital growth approximated the marginal impact of growth in risk weighted assets during first quarter 2017. For more information about Farmer Mac's capital adequacy policy and FCA's rule on capital planning, see "Business—Government Regulation of Farmer Mac—Capital Standards" in Farmer Mac's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on March 9, 2017. As of March 31, 2017 , Farmer Mac was in compliance with its capital adequacy policy.

Regulatory Matters

The Dodd-Frank Act contains a variety of provisions designed to regulate financial markets. Certain provisions of the Dodd-Frank Act, including those regarding derivatives, corporate governance, and executive compensation, apply to Farmer Mac. On October 22, 2015, the Federal Reserve Board, FCA, the Federal Deposit Insurance Corporation, the Federal Housing Finance Agency, and the Office of the Comptroller of the Currency adopted a joint final rule to establish minimum requirements for the exchange of initial and variation margin between swap dealers or major swap participants and their counterparties to non-cleared swaps. This final rule establishes zero threshold requirements for the exchange of variation margin between Farmer Mac and its swap dealer counterparties in non-cleared swaps transactions entered into following March 1, 2017, the effective date of this requirement. Farmer


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Mac does not expect that any of the final rules that have been adopted under the Dodd-Frank Act or that may be adopted will have a material effect on Farmer Mac's business activities and operations or financial condition. Farmer Mac will continue to monitor all applicable developments in the implementation of the Dodd-Frank Act and expects to be able to adapt successfully to any new applicable legislative and regulatory requirements.


Other Matters

Common Stock Dividends . For first quarter 2017, Farmer Mac paid a quarterly dividend of $0.36 per share on all classes of its common stock. For each quarter in 2016, Farmer Mac paid a quarterly dividend of $0.26 per share on all classes of its common stock. Farmer Mac's ability to declare and pay dividends on common stock could be restricted if it fails to comply with applicable capital requirements. See "Business—Government Regulation of Farmer Mac—Capital Standards—Enforcement Levels" in Farmer Mac's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed with the SEC on March 9, 2017.

Preferred Stock Dividends . For first quarter 2017 and for each quarter of 2016, Farmer Mac paid the following quarterly dividends on its outstanding preferred stock:
 
$0.3672 per share on its 5.875% Non-Cumulative Preferred Stock, Series A;
$0.4297 per share on its 6.875% Non-Cumulative Preferred Stock, Series B; and
$0.3750 per share on its 6.000% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C.




101



Supplemental Information

The following tables present quarterly and annual information regarding new business volume, repayments, and outstanding business volume:

Table 24
New Business Volume
 
Farm & Ranch
 
USDA Guarantees
 
Rural Utilities
 
Institutional Credit
 
 
 
Loans
 
LTSPCs
 
USDA Securities
 
Loans
 
LTSPCs
 
AgVantage
 
Total
 
(in thousands)
For the quarter ended:
 
 
 
 
 
 
 
 
 
 
 
 
 
March 31, 2017
$
314,137

 
$
113,261

 
$
131,101

 
$
27,341

 
$

 
$
561,407

 
$
1,147,247

December 31, 2016
243,692

 
117,265

 
129,343

 
10,800

 
20,000

 
247,154

 
768,254

September 30, 2016
282,690

 
155,657

 
119,201

 
20,000

 

 
528,234

 
1,105,782

June 30, 2016
241,093

 
58,156

 
133,745

 
10,000

 
421,404

 
396,245

 
1,260,643

March 31, 2016
198,548

 
68,017

 
98,968

 
9,691

 

 
927,219

 
1,302,443

December 31, 2015
245,252

 
185,919

 
72,442

 
46,082

 

 
14,391

 
564,086

September 30, 2015
175,965

 
79,621

 
91,374

 
53,552

 
522,262

 
506,602

 
1,429,376

June 30, 2015
196,927

 
102,944

 
123,933

 

 

 
307,250

 
731,054

March 31, 2015
130,224

 
59,311

 
89,186

 
8,703

 

 
214,915

 
502,339

 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the year ended:
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2016
966,023

 
399,095

 
481,257

 
50,491

 
441,404

 
2,098,852

 
4,437,122

December 31, 2015
748,368

 
427,795

 
376,935

 
108,337

 
522,262

 
1,043,158

 
3,226,855





102



Table 25
Repayments of Assets by Line of Business
 
Farm & Ranch
 
USDA Guarantees
 
Rural Utilities
 
Institutional Credit
 
 
 
Loans
 
Guaranteed Securities
 
LTSPCs
 
USDA Securities
 
Loans
 
LTSPCs
 
AgVantage
 
Total
 
(in thousands)
For the quarter ended:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Scheduled
$
70,394

 
$
16,184

 
$
48,375

 
$
36,322

 
$
26,909

 
$
8,934

 
$
161,451

 
$
368,569

Unscheduled
114,811

 
11,985

 
64,486

 
39,457

 
814

 

 
102,059

 
333,612

March 31, 2017
$
185,205

 
$
28,169

 
$
112,861

 
$
75,779

 
$
27,723

 
$
8,934

 
$
263,510

 
$
702,181

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Scheduled
$
20,566

 
$
15,209

 
$
21,546

 
$
21,325

 
$

 
$
15,929

 
$
311,739

 
$
406,314

Unscheduled
47,156

 
10,767

 
111,137

 
34,477

 
4,427

 

 
2,240

 
210,204

December 31, 2016
$
67,722

 
$
25,976

 
$
132,683

 
$
55,802

 
$
4,427

 
$
15,929

 
$
313,979

 
$
616,518

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Scheduled
$
47,221

 
$
7,954

 
$
39,192

 
$
22,626

 
$
26,522

 
$
58,177

 
$
559,895

 
$
761,587

Unscheduled
85,583

 
17,108

 
67,094

 
36,099

 
2,108

 

 
5,000

 
212,992

September 30, 2016
$
132,804

 
$
25,062

 
$
106,286

 
$
58,725

 
$
28,630

 
$
58,177

 
$
564,895

 
$
974,579

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Scheduled
$
10,769

 
$
9,876

 
$
34,610

 
$
34,434

 
$
82

 
$
7,424

 
$
66,699

 
$
163,894

Unscheduled
64,184

 
8,947

 
54,119

 
68,535

 

 

 

 
195,785

June 30, 2016
$
74,953

 
$
18,823

 
$
88,729

 
$
102,969

 
$
82

 
$
7,424

 
$
66,699

 
$
359,679

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Scheduled
$
42,555

 
$
17,866

 
$
42,619

 
$
42,969

 
$
25,966

 
$
4,140

 
$
589,847

 
$
765,962

Unscheduled
91,510

 
10,883

 
72,642

 
44,694

 

 

 

 
219,729

March 31, 2016
$
134,065

 
$
28,749

 
$
115,261

 
$
87,663

 
$
25,966

 
$
4,140

 
$
589,847

 
$
985,691

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Scheduled
$
6,689

 
$
16,884

 
$
26,265

 
$
18,981

 
$
11,234

 
$
4,165

 
$
15,154

 
$
99,372

Unscheduled
59,280

 
22,534

 
78,250

 
33,809

 

 

 

 
193,873

December 31, 2015
$
65,969

 
$
39,418

 
$
104,515

 
$
52,790

 
$
11,234

 
$
4,165

 
$
15,154

 
$
293,245

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Scheduled
$
37,524

 
$
11,178

 
$
45,943

 
$
19,785

 
$
25,662

 
$
4,033

 
$
609,524

 
$
753,649

Unscheduled
70,242

 
11,164

 
61,075

 
35,394

 

 

 

 
177,875

September 30, 2015
$
107,766

 
$
22,342

 
$
107,018

 
$
55,179

 
$
25,662

 
$
4,033

 
$
609,524

 
$
931,524

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Scheduled
$
8,687

 
$
11,126

 
$
34,064

 
$
31,064

 
$
19

 
$

 
$
9,245

 
$
94,205

Unscheduled
48,659

 
11,299

 
47,714

 
45,357

 
13,910

 

 

 
166,939

June 30, 2015
$
57,346

 
$
22,425

 
$
81,778

 
$
76,421

 
$
13,929

 
$

 
$
9,245

 
$
261,144

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Scheduled
$
39,803

 
$
21,163

 
$
53,747

 
$
33,388

 
$
25,805

 
$

 
$
81,922

 
$
255,828

Unscheduled
59,731

 
16,687

 
68,330

 
38,914

 
390

 

 

 
184,052

March 31, 2015
$
99,534

 
$
37,850

 
$
122,077

 
$
72,302

 
$
26,195

 
$

 
$
81,922

 
$
439,880

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the year ended:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Scheduled
$
121,111

 
$
50,905

 
$
137,967

 
$
121,354

 
$
52,570

 
$
85,670

 
$
1,528,180

 
$
2,097,757

Unscheduled
288,433

 
47,705

 
304,992

 
183,805

 
6,535

 

 
7,240

 
838,710

December 31, 2016
$
409,544

 
$
98,610

 
$
442,959

 
$
305,159

 
$
59,105

 
$
85,670

 
$
1,535,420

 
$
2,936,467

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Scheduled
$
92,703

 
$
60,351

 
$
160,019

 
$
103,218

 
$
62,720

 
$
8,198

 
$
715,845

 
$
1,203,054

Unscheduled
237,912

 
61,684

 
255,369

 
153,474

 
14,300

 

 

 
722,739

December 31, 2015
$
330,615

 
$
122,035

 
$
415,388

 
$
256,692

 
$
77,020

 
$
8,198

 
$
715,845

 
$
1,925,793





103



Table 26
Lines of Business - Outstanding Business Volume
 
Farm & Ranch
 
USDA Guarantees
 
Rural Utilities
 
Institutional Credit
 
 
 
Loans
 
Guaranteed Securities
 
LTSPCs
 
USDA Securities
 
Loans
 
LTSPCs
 
AgVantage
 
Total
 
(in thousands)
As of:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
March 31, 2017
$
3,643,386

 
$
387,272

 
$
2,209,809

 
$
2,149,697

 
$
999,130

 
$
869,664

 
$
7,585,583

 
$
17,844,541

December 31, 2016
3,514,454

 
415,441

 
2,209,409

 
2,094,375

 
999,512

 
878,598

 
7,287,686

 
17,399,475

September 30, 2016
3,338,484

 
441,417

 
2,224,827

 
2,020,834

 
993,139

 
874,527

 
7,354,511

 
17,247,739

June 30, 2016
3,188,598

 
466,479

 
2,175,456

 
1,960,358

 
1,001,769

 
932,704

 
7,391,172

 
17,116,536

March 31, 2016
3,022,458

 
485,302

 
2,206,029

 
1,929,582

 
991,851

 
518,724

 
7,061,626

 
16,215,572

December 31, 2015
2,957,975

 
514,051

 
2,253,273

 
1,918,277

 
1,008,126

 
522,864

 
6,724,254

 
15,898,820

September 30, 2015
2,778,692

 
553,469

 
2,171,869

 
1,898,625

 
982,078

 
518,229

 
6,725,017

 
15,627,979

June 30, 2015
2,710,493

 
575,811

 
2,199,266

 
1,862,430

 
954,188

 

 
6,827,939

 
15,130,127

March 31, 2015
2,570,912

 
598,236

 
2,178,100

 
1,814,918

 
968,117

 

 
6,529,934

 
14,660,217



Table 27
On-Balance Sheet Outstanding Business Volume
 
Fixed Rate
 
5- to 10-Year ARMs & Resets
 
1-Month to 3-Year ARMs
 
Total Held in Portfolio
 
(in thousands)
As of:
 
 
 
 
 
 
 
March 31, 2017
$
5,373,283

 
$
2,330,819

 
$
5,255,146

 
$
12,959,248

December 31, 2016
5,346,011

 
2,274,535

 
4,888,291

 
12,508,837

September 30, 2016
5,278,332

 
2,212,946

 
4,869,765

 
12,361,043

June 30, 2016
5,201,386

 
2,157,342

 
4,867,336

 
12,226,064

March 31, 2016
4,942,566

 
2,296,767

 
4,468,045

 
11,707,378

December 31, 2015
4,923,163

 
2,271,960

 
4,118,366

 
11,313,489

September 30, 2015
4,889,894

 
2,147,916

 
4,049,361

 
11,087,171

June 30, 2015
5,136,559

 
2,118,999

 
4,102,075

 
11,357,633

March 31, 2015
5,006,542

 
2,020,600

 
3,857,363

 
10,884,505





104



The following table presents the quarterly net effective spread (a non-GAAP measure) by segment:

Table 28
 
Net Effective Spread by Line of Business
 
 
 
Farm & Ranch
 
USDA Guarantees
 
Rural Utilities
 
Institutional Credit
 
Corporate
 
Net Effective Spread
 
Dollars
 
Yield
 
Dollars
 
Yield
 
Dollars
 
Yield
 
Dollars
 
Yield
 
Dollars
 
Yield
 
Dollars
 
Yield
 
(dollars in thousands)
For the quarter ended:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
March 31, 2017 (1)
$
10,684

 
1.80
%
 
$
4,703

 
0.91
%
 
$
2,639

 
1.06
%
 
$
12,581

 
0.82
%
 
$
2,259

 
0.32
%
 
$
32,866

 
0.91
%
December 31, 2016
10,349

 
1.78
%
 
5,334

 
1.08
%
 
2,623

 
1.05
%
 
11,627

 
0.78
%
 
1,995

 
0.26
%
 
31,928

 
0.89
%
September 30, 2016
10,703

 
1.90
%
 
5,189

 
1.07
%
 
2,643

 
1.05
%
 
11,427

 
0.75
%
 
2,237

 
0.24
%
 
32,199

 
0.86
%
June 30, 2016
9,875

 
1.78
%
 
4,588

 
0.96
%
 
2,562

 
1.03
%
 
11,407

 
0.77
%
 
2,594

 
0.29
%
 
31,026

 
0.84
%
March 31, 2016 (1)
9,461

 
1.71
%
 
4,308

 
0.91
%
 
2,538

 
1.02
%
 
11,090

 
0.80
%
 
2,552

 
0.26
%
 
29,949

 
0.82
%
December 31, 2015
9,381

 
1.72
%
 
4,518

 
0.96
%
 
2,845

 
1.14
%
 
10,899

 
0.80
%
 
2,306

 
0.26
%
 
29,949

 
0.85
%
September 30, 2015
9,628

 
1.80
%
 
4,630

 
0.99
%
 
2,907

 
1.18
%
 
11,271

 
0.81
%
 
1,951

 
0.25
%
 
30,387

 
0.88
%
June 30, 2015
9,681

 
1.82
%
 
4,466

 
0.98
%
 
2,838

 
1.18
%
 
10,860

 
0.78
%
 
1,942

 
0.25
%
 
29,787

 
0.88
%
March 31, 2015 (2)
10,114

 
1.97
%
 
4,225

 
0.95
%
 
2,804

 
1.15
%
 
10,425

 
0.77
%
 
1,689

 
0.20
%
 
29,257

 
0.86
%
(1)  
Net effective spread is a non-GAAP measure. See Note 9 to the consolidated financial statements for a reconciliation of GAAP net interest income by line of business to net effective spread by line of business for the three months ended March 31, 2017 and 2016.
(2)  
Beginning in first quarter 2015, Farmer Mac revised its methodology for interest expense allocation among the Farm & Ranch, USDA Guarantees, and Rural Utilities lines of business. As a result of this revision, a greater percentage of interest expense has been allocated to the longer-term assets included within the USDA Guarantees and Rural Utilities lines of business.





























105



The following table presents quarterly core earnings (a non-GAAP measure) reconciled to net income attributable to common stockholders:

Table 29
Core Earnings by Quarter Ended
 
March 2017
 
December 2016
 
September 2016
 
June 2016
 
March 2016
 
December 2015
 
September 2015
 
June 2015
 
March 2015
 
(in thousands)
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net effective spread
$
32,866

 
$
31,928

 
$
32,199

 
$
31,026

 
$
29,949

 
$
29,949

 
$
30,387

 
$
29,787

 
$
29,257

Guarantee and commitment fees
5,317

 
5,158

 
4,533

 
4,810

 
4,669

 
4,730

 
4,328

 
4,085

 
4,012

Other
1,061

 
1,189

 
(32
)
 
(125
)
 
(517
)
 
(284
)
 
(93
)
 
(24
)
 
(405
)
Total revenues
39,244

 
38,275

 
36,700

 
35,711

 
34,101

 
34,395

 
34,622

 
33,848

 
32,864

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Credit related expense/(income):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Provision for/(release of) losses
444

 
512

 
(31
)
 
458

 
63

 
(49
)
 
(303
)
 
1,256

 
(696
)
REO operating expenses

 

 

 

 
39

 
44

 
48

 

 
(1
)
Losses/(gains) on sale of REO
5

 

 
(15
)
 

 

 

 

 

 
1

Total credit related expense/(income)
449

 
512

 
(46
)
 
458

 
102

 
(5
)
 
(255
)
 
1,256

 
(696
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Compensation and employee benefits
6,317

 
5,949

 
5,438

 
5,611

 
5,774

 
5,385

 
5,236

 
5,733

 
5,693

General and administrative
3,800

 
4,352

 
3,474

 
3,757

 
3,526

 
3,238

 
3,676

 
3,374

 
2,823

Regulatory fees
625

 
625

 
613

 
612

 
613

 
613

 
600

 
600

 
600

Total operating expenses
10,742

 
10,926

 
9,525

 
9,980

 
9,913

 
9,236

 
9,512

 
9,707

 
9,116

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net earnings
28,053

 
26,837

 
27,221

 
25,273

 
24,086

 
25,164

 
25,365

 
22,885

 
24,444

Income tax expense (1)
9,166

 
9,581

 
9,497

 
8,956

 
8,444

 
8,855

 
8,924

 
8,091

 
6,692

Net (loss)/income attributable to non-controlling interest
(15
)
 
28

 
(18
)
 
(16
)
 
(28
)
 
(60
)
 
(36
)
 
(119
)
 
5,354

Preferred stock dividends
3,295

 
3,296

 
3,295

 
3,296

 
3,295

 
3,296

 
3,295

 
3,296

 
3,295

Core earnings
$
15,607

 
$
13,932

 
$
14,447

 
$
13,037

 
$
12,375

 
$
13,073

 
$
13,182

 
$
11,617

 
$
9,103

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reconciling items:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gains/(losses) on financial derivatives and hedging activities due to fair value changes
4,805

 
17,233

 
1,460

 
(2,076
)
 
(2,989
)
 
2,743

 
(6,906
)
 
15,982

 
(895
)
Unrealized (losses)/gains on trading assets
(82
)
 
(474
)
 
1,182

 
394

 
358

 
696

 
(8
)
 
170

 
362

Amortization of premiums/discounts and deferred gains on assets consolidated at fair value
(127
)
 
(40
)
 
(157
)
 
(371
)
 
(281
)
 
(263
)
 
(117
)
 
(125
)
 
(814
)
Net effects of settlements on agency forward contracts
32

 
1,024

 
464

 
466

 
(255
)
 
(162
)
 
(390
)
 
197

 
(252
)
Loss on retirement of Farmer Mac II LLC Preferred Stock

 

 

 

 

 

 

 

 
(8,147
)
Income tax effect related to reconciling items
(1,620
)
 
(6,210
)
 
(1,032
)
 
556

 
1,109

 
(1,055
)
 
2,598

 
(5,679
)
 
2,461

Net income attributable to common stockholders
$
18,615

 
$
25,465

 
$
16,364

 
$
12,006

 
$
10,317

 
$
15,032

 
$
8,359

 
$
22,162

 
$
1,818

(1)  
First quarter 2017 includes $0.7 million of tax benefits upon the vesting of restricted stock and the exercise of SARs associated with new accounting guidance for stock-based awards that became effective in first quarter 2017.



106



Item 3.
Quantitative and Qualitative Disclosures About Market Risk

Farmer Mac is exposed to market risk from changes in interest rates.  Farmer Mac manages this market risk by entering into various financial transactions, including financial derivatives, and by monitoring and measuring its exposure to changes in interest rates.  See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Risk Management—Interest Rate Risk" for more information about Farmer Mac's exposure to interest rate risk and its strategies to manage that risk.  For information regarding Farmer Mac's use of financial derivatives and related accounting policies, see Note 4 to the consolidated financial statements.

Item 4.
Controls and Procedures

Management's Evaluation of Disclosure Controls and Procedures . Farmer Mac maintains disclosure controls and procedures designed to ensure that information required to be disclosed in its periodic filings under the Securities Exchange Act of 1934 (the “Exchange Act”), including this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported on a timely basis. These disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to Farmer Mac's management on a timely basis to allow decisions regarding required disclosure. Management, including Farmer Mac's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of Farmer Mac's disclosure controls and procedures (as defined under Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of March 31, 2017 .
  
Farmer Mac carried out the evaluation of the effectiveness of its disclosure controls and procedures, required by paragraph (b) of Exchange Act Rules 13a-15 and 15d-15, under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer. Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that Farmer Mac's disclosure controls and procedures were effective as of March 31, 2017 .

Changes in Internal Control Over Financial Reporting . There were no changes in Farmer Mac's internal control over financial reporting during the three months ended March 31, 2017 that have materially affected, or are reasonably likely to materially affect, Farmer Mac's internal control over financial reporting.


PART II

Item 1.
Legal Proceedings

None.

Item 1A.    Risk Factors

There were no material changes from the risk factors previously disclosed in Farmer Mac's Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC on March 9, 2017.



107



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) Farmer Mac is a federally chartered instrumentality of the United States and its debt and equity securities are exempt from registration pursuant to Section 3(a)(2) of the Securities Act of 1933.
  
During first quarter 2017, the following transactions occurred related to Farmer Mac's equity securities that were not registered under the Securities Act of 1933 and were not otherwise reported on a Current Report on Form 8-K:

Class C Non-Voting Common Stock . Under Farmer Mac's policy that permits directors of Farmer Mac to elect to receive shares of Class C Non-Voting Common Stock in lieu of their cash retainers, Farmer Mac issued an aggregate of 303 shares of its Class C Non-Voting Common Stock on January 4, 2017 to the three directors who elected to receive stock in lieu of their cash retainers. Farmer Mac calculated the number of shares issued to the directors based on a price of $57.27 per share, which was the closing price of the Class C Non-Voting Common Stock on December 30, 2016 (the last trading day of the year) as reported by the New York Stock Exchange.

(b)
Not applicable.

(c)
None.

Item 3. Defaults Upon Senior Securities

(a) None.

(b) None.

Item 4.
Mine Safety Disclosures

Not applicable.

Item 5.
Other Information

(a) None.

(b) None

Item 6.
Exhibits and Financial Statement Schedules

(a)
(1)           Financial Statements.

Refer to Part I Item 1 above.

(2)           Financial Statement Schedules.

All schedules are omitted since they are not applicable, not required, or the information required to be set forth therein is included in the consolidated financial statements or in notes thereto.


108



*
 
3.1
 
 
Title VIII of the Farm Credit Act of 1971, as most recently amended by the Food, Conservation and Energy Act of 2008 (Previously filed as Exhibit to Form 10-Q filed August 12, 2008).
*
 
3.2
 
 
Amended and Restated By-Laws of the Registrant (Previously filed as Exhibit 3.1 to Form 8-K filed June 9, 2014).
*
 
4.1
 
 
Specimen Certificate for Farmer Mac Class A Voting Common Stock (Previously filed as Exhibit 4.1 to Form 10-Q filed May 15, 2003).
*
 
4.2
 
 
Specimen Certificate for Farmer Mac Class B Voting Common Stock (Previously filed as Exhibit 4.2 to Form 10-Q filed May 15, 2003).
*
 
4.3
 
 
Specimen Certificate for Farmer Mac Class C Non-Voting Common Stock (Previously filed as Exhibit 4.3 to Form 10-Q filed May 15, 2003).
*
 
4.4
 
 
Specimen Certificate for 5.875% Non-Cumulative Preferred Stock, Series A (Previously filed as Exhibit 4.4.1 to Form 10-Q filed May 9, 2013).
*
 
4.4.1
 
 
Certificate of Designation of Terms and Conditions of 5.875% Non-Cumulative Preferred Stock, Series A (Previously filed as Exhibit 4.1 to Form 8-A filed January 17, 2013).
*
 
4.5
 
 
Specimen Certificate for 6.875% Non-Cumulative Preferred Stock, Series B (Previously filed as Exhibit 4.5 to Form 10-Q filed May 12, 2014).
*
 
4.5.1
 
 
Certificate of Designation of Terms and Conditions of 6.875% Non-Cumulative Preferred Stock, Series B (Previously filed as Exhibit 4.1 to Form 8-A filed March 25, 2014).
*
 
4.6
 
 
Specimen Certificate for 6.000% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C (Previously filed as Exhibit 4.6 to Form 10-Q filed August 11, 2014).
*
 
4.6.1
 
 
Certificate of Designation of Terms and Conditions of 6.000% Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series C (Previously filed as Exhibit 4.1 to Form 8-A filed June 20, 2014).
†**
 
10.1
 
 
Amended and Restated 2008 Omnibus Incentive Plan (effective February 28, 2017)
†**
 
10.2
 
 
Nonqualified Deferred Compensation Plan (effective May 1, 2017)
†**
 
10.3
 
 
Adoption Agreement of the Nonqualified Deferred Compensation Plan (effective May 1, 2017)
**
 
31.1
 
 
Certification of Registrant's principal executive officer relating to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
**
 
31.2
 
 
Certification of Registrant's principal financial officer relating to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
**
 
32
 
 
Certification of Registrant's principal executive officer and principal financial officer relating to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*
Incorporated by reference to the indicated prior filing.
**
Filed with this report.
Management contract or compensatory plan.






109



SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

FEDERAL AGRICULTURAL MORTGAGE CORPORATION

          /s/ Timothy L. Buzby
 
May 10, 2017
By:
Timothy L. Buzby
 
Date
 
President and Chief Executive Officer
 
 
 
(Principal Executive Officer)
 
 

          /s/ R. Dale Lynch
 
May 10, 2017
By:
R. Dale Lynch
 
Date
 
Executive Vice President – Chief Financial Officer
 
 
 
(Principal Financial Officer)
 
 




110
EXHIBIT 10.1


Federal Agricultural Mortgage Corporation
Amended and Restated 2008 Omnibus Incentive Plan
Amended as of February 28, 2017



Contents


Article 1. Establishment, Purpose, and Duration A-2
Article 2. Definitions     A-2
Article 3. Administration A-6
Article 4. Shares Subject to This Plan and Maximum Awards A-7
Article 5. Eligibility and Participation     A-9
Article 6. Stock Options     A-9
Article 7. Stock Appreciation Rights A-13
Article 8. Restricted Stock and Restricted Stock Units A-15
Article 9. Performance Units/Performance Shares A-16
Article 10. Cash-Based Awards and Other Stock-Based Awards A-17
Article 11. Transferability of Awards A-18
Article 12. Performance Measures A-19
Article 13. Nonemployee Director Awards A-20
Article 14. Dividend Equivalents A-21
Article 15. Beneficiary Designation A-21
Article 16. Rights of Participants A-21
Article 17. Amendment, Modification, Suspension, and Termination A-21
Article 18. Withholding A-23
Article 19. Successors A-23
Article 20. General Provisions A-23


Federal Agricultural Mortgage Corporation
Amended and Restated 2008 Omnibus Incentive Plan

Article 1. Establishment, Purpose, and Duration
1.1    Establishment . Federal Agricultural Mortgage Corporation, a federally chartered instrumentality of the United States (hereinafter referred to as the “Company”), establishes an incentive compensation plan to be known as the Federal Agricultural Mortgage Corporation 2008 Omnibus Incentive Plan, which was amended as of February 28, 2017 and is now known as the Federal Agricultural Mortgage Corporation Amended and Restated 2008 Omnibus Incentive Plan (hereinafter referred to as the “Plan”), as set forth in this document.
This Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Cash-Based Awards, and Other Stock-Based Awards.
This Plan shall become effective upon shareholder approval (the “Effective Date”) and shall remain in effect as provided in Section 1.3 hereof.
1.2    Purpose of this Plan . The purpose of this Plan is to provide a means whereby Employees and Directors of the Company develop a sense of proprietorship and personal involvement in the development and financial success of the Company, and to encourage them to devote their best efforts to the business of the Company, thereby advancing the interests of the Company and its shareholders. A further purpose of this Plan is to provide a means through which the Company may attract able individuals to become Employees or Directors of the Company and to provide a means whereby those individuals upon whom the responsibilities of the successful administration and management of the Company are of importance, can acquire and maintain stock ownership, thereby strengthening their concern for the welfare of the Company.
1.3    Duration of this Plan . No Awards may be granted under the Plan after the date that is ten (10) years after the Effective Date. Notwithstanding the foregoing, no Incentive Stock Options may be granted more than ten (10) years after the earlier of: (a) adoption of this Plan by the Board, or (b) the Effective Date.
Article 2. Definitions
Except as otherwise provided in an applicable Award Agreement, the following capitalized terms shall have the meanings set forth below for purposes of the Plan and any Award.
2.1
“Annual Award Limit” or “Annual Award Limits” have the meaning set forth in Section 4.3.
2.2
“Award” means a grant under this Plan of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Covered Employee annual incentive awards, Cash-Based Awards, or Other Stock-Based Awards (or any combination thereof), in each case subject to the terms of this Plan.
2.3
“Award Agreement” means a written agreement (including in electronic form) setting forth the terms and provisions applicable to an Award granted under this Plan, including any amendment or modification thereof.
2.4
“Board” or “Board of Directors” means the Board of Directors of the Company.
2.5
“Cash-Based Award” means an Award, settled in cash, granted pursuant to Article 10.
2.6
“Code” means the U.S. Internal Revenue Code of 1986, as amended, and the applicable rulings, regulations and guidance thereunder.
2.7
“Committee” means the Compensation Committee of the Board or a subcommittee thereof, or any other committee designated by the Board to administer this Plan. The members of the Committee shall be appointed from time to time by and shall serve at the discretion of the Board. The Committee shall consist solely of two (2) or more Directors, each of whom shall qualify as (i) a “nonemployee director” as defined in Rule 16b-3 promulgated under the Exchange Act and (ii) an “outside director” for purposes of Code Section 162(m). If the Committee does not exist or cannot function for any reason, the Board may take any action under the Plan that would otherwise be the responsibility of the Committee.
2.8
“Company” means Federal Agricultural Mortgage Corporation, a federally chartered instrumentality of the United States, and any successor thereto as provided in Article 19 herein.
2.9
“Covered Employee” means any key Employee who is or may become a “Covered Employee,” as defined in Code Section 162(m), and who is designated, either as an individual Employee or class of Employees, by the Committee within the shorter of: (a) ninety (90) days after the beginning of the Performance Period, or (b) twenty-five percent (25%) of the Performance Period has elapsed, as a “Covered Employee” under this Plan for such applicable Performance Period.
2.10
“Director” means any individual who is a member of the Board of Directors of the Company.
2.11
“Effective Date” has the meaning set forth in Section 1.1.
2.12
“Employee” means any individual designated as an employee of the Company or its Subsidiaries on the payroll records thereof. An Employee shall not include any individual during any period he or she is classified or treated by the Company or a Subsidiary as an independent contractor, a consultant, a nonemployee Director or any employee of an employment, consulting, or temporary agency or any other entity other than the Company or a Subsidiary, without regard to whether such individual is subsequently determined to have been or is subsequently retroactively reclassified as a common-law employee of the Company or any Subsidiary during such period.
2.13
“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the applicable rulings and regulations thereunder.
2.14
“Fair Market Value” or “FMV” means, as of any date, the value of a Share that is based on the closing price of a Share reported on the New York Stock Exchange (“NYSE”) or other established stock exchange (or exchanges) on the applicable date, the preceding trading day, the next succeeding trading day, or an average of trading days, as determined by the Committee in its discretion. Unless the Committee determines otherwise, Fair Market Value shall be deemed to be equal to the reported closing price of a Share on the most recent date on which Shares were publicly traded. In the event Shares are not publicly traded at the time a determination of their value is required to be made hereunder, the determination of their Fair Market Value shall be made by the Committee in such manner as it deems appropriate. For purposes of any Nonqualified Stock Option or Stock Appreciation Right that is intended to be exempt from Code Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(5), FMV shall not be less than the fair market value of a Share determined in accordance with the requirements of Treasury Regulation Section 1.409A-1(b)(5)(iv).
2.15
“Full-Value Award” means an Award other than in the form of an ISO, NQSO, or SAR, and which is settled by the delivery of Shares .
2.16
“Grant Price” means the FMV at the time of grant of an SAR pursuant to Article 7, used to determine the amount of any payment due to the Participant upon exercise of the SAR.
2.17
“Incentive Stock Option” or “ISO” means an Option granted to an Employee to purchase Shares pursuant to Article 6, which Option is designated as an Incentive Stock Option intended to satisfy the requirements of Code Section 422, or any successor provision thereto.
2.18
“Nonemployee Director” means a Director who is not an Employee .
2.19
“Nonemployee Director Award” means any NQSO, SAR, or Full-Value Award granted, whether singly, in combination, or in tandem, to a Participant who is a Nonemployee Director pursuant to such applicable terms, conditions, and limitations as the Board may establish in accordance with this Plan.
2.20
“Nonqualified Stock Option” or “NQSO” means an Option granted to an Employee to purchase Shares pursuant to Article 6, which Option is not intended to meet the requirements of Code Section 422, or that otherwise does not meet such requirements.
2.21
“Option” means an Incentive Stock Option or a Nonqualified Stock Option, as described in Article 6.
2.22
“Option Price” means the price at which a Share may be purchased by a Participant pursuant to an Option.
2.23
“Other Stock-Based Award” means an equity-based or equity-related Award not otherwise described by the terms of this Plan, granted pursuant to Article 10.
2.24
“Participant” means any eligible individual as set forth in Article 5 to whom an Award is granted.
2.25
“Performance-Based Compensation” means compensation under an Award that is intended to satisfy the requirements of Code Section 162(m) for certain performance-based compensation paid to Covered Employees. Notwithstanding the foregoing, nothing in this Plan shall be construed to mean that an Award which does not satisfy the requirements for performance-based compensation under Code Section 162(m) does not constitute performance-based compensation for other purposes, including Code Section 409A.
2.26
“Performance Measures” means measures as described in Article 12 on which the performance goals are based and which are approved by the Company’s shareholders pursuant to this Plan in order to qualify Awards as Performance-Based Compensation.
2.27
“Performance Period” means the period of time during which the performance goals must be met in order to determine the degree of exercisability, vesting, distribution, and/or payment with respect to an Award.
2.28
“Performance Share” means an Award under Article 9 herein and subject to the terms of this Plan, denominated in Shares, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved.
2.29
“Performance Unit” means an Award under Article 9 herein and subject to the terms of this Plan, denominated in United States dollars, the value of which at the time it is payable is determined as a function of the extent to which corresponding performance criteria have been achieved.
2.30
“Period of Restriction” means the period when Restricted Stock or Restricted Stock Units are subject to a substantial risk of forfeiture for purposes of Code Section 83 (based on the performance of services, the achievement of performance goals, or upon the occurrence of other events as determined by the Committee, in its discretion), as provided in Article 8.
2.31
“Plan” means this Federal Agricultural Mortgage Corporation 2008 Omnibus Incentive Plan, as amended from time to time.
2.32
“Plan Year” means the calendar year.
2.33
“Prior Plan” means the Company’s 1997 Incentive Plan, as amended and restated.
2.34
“Restricted Stock ” means an Award of Shares granted or sold to a Participant pursuant to Article 8.
2.35
“Restricted Stock Unit” means a right, granted to a Participant pursuant to Article 8, to receive on a future date Shares or an amount in cash equal to the FMV of such Shares.
2.36
“Share” means a share of Class C Non-Voting common stock of the Company, $1.00 par value per share.
2.37
“Stock Appreciation Right” or “ SAR ” means a right, granted to a Participant pursuant to Article 7, to receive upon exercise of such right, in cash or Shares (or a combination thereof), an amount equal to the increase in the FMV of a number of Shares over the Grant Price.
2.38
“Subsidiary” means any corporation or other entity in which the Company has or obtains, directly or indirectly, a proprietary interest of more than fifty percent (50%) by reason of stock ownership or otherwise.
Article 3. Administration
3.1    General . The Committee shall be responsible for administering this Plan, subject to the provisions of this Plan. The Committee may engage attorneys, consultants, accountants, agents, and other individuals, any of whom may be an Employee, and the Committee, the Company, and its officers and Directors shall be entitled to rely upon the advice, opinions, or valuations of any such individuals. All actions taken and all interpretations and determinations made by the Committee shall be final, binding and conclusive upon the Participants, the Company, and all other interested parties.
3.2    Authority of the Committee . The Committee shall have full and exclusive discretionary power to interpret the terms and the intent of this Plan and any Award Agreement or other agreement or document ancillary to or in connection with this Plan, to determine eligibility for Awards, and to adopt such rules, regulations, forms, instruments, and guidelines for administering this Plan as the Committee may deem necessary or proper. Such authority shall include, but not be limited to, selecting Award recipients, establishing all Award terms and conditions, including the terms and conditions set forth in Award Agreements, granting Awards as an alternative to or as the form of payment for grants or rights earned or due under compensation plans or arrangements of the Company, construing any provision of the Plan or any Award Agreement, and, subject to Article 17, adopting modifications and amendments to this Plan or any Award Agreement.
3.3    Delegation . To the extent permitted by applicable law, regulation or rule, the Board or the Committee may designate one or more officers of the Company, Employees, or agents to assist with administration of the Plan and may grant authority to one or more officers of the Company to execute Award Agreements or other documents on behalf of the Company. Any authority granted to an officer of the Company, Employee, or agent by the Board or the Committee pursuant to this Section 3.3 shall be subject to such restrictions and limitations as the Board or the Committee may specify from time to time, and the Board or the Committee may at any time rescind the authority so delegated or appoint one or more other officers of the Company, Employees, or agents to assist with administration of the Plan. An officer of the Company, Employee, or agent appointed under this Section 3.3 to assist with the administration of the Plan shall serve in such capacity at the pleasure of the Board or the Committee.
3.4    Nonemployee Director Awards . The Board shall be responsible for administering this Plan with respect to Awards to Nonemployee Directors, subject to the provisions of this Plan. With respect to the administration of the Plan as it relates to Awards granted to Nonemployee Directors, references in this Plan to the “Committee” shall refer to the Board.
Article 4. Shares Subject to This Plan and Maximum Awards
4.1    Number of Shares Available for Awards .
(a)    Subject to adjustment as provided in Section 4.4, the maximum number of Shares available for delivery to Participants and approved by shareholders under this Plan (the “Share Authorization”) shall be:
(i)    One million five hundred thousand (1,500,000) Shares, plus
(ii)      Any Shares subject to outstanding awards under the Company’s Prior Plan as of the Effective Date that on or after the Effective Date cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in vested and nonforfeitable Shares) up to an aggregate maximum of one million (1,000,000) Shares.
(b)    The maximum number of Shares of the Share Authorization that may be delivered pursuant to ISOs under this Plan shall be one million five hundred thousand (1,500,000) Shares.
4.2    Share Usage . Shares covered by an Award shall only be counted as used to the extent they are actually delivered. Any Shares related to Awards which terminate by expiration, forfeiture, cancellation, or otherwise without the delivery of such Shares, are settled in cash in lieu of Shares, or are exchanged with the Committee’s permission, prior to the delivery of Shares, for Awards not involving Shares, shall be available again for grant under this Plan. Moreover, if the Option Price of any Option granted under this Plan or the tax withholding requirements with respect to any Award granted under this Plan are satisfied by tendering Shares to the Company (by either actual delivery or by attestation), or if an SAR is exercised, only the number of Shares delivered, net of the Shares tendered, if any, will be deemed delivered for purposes of determining the maximum number of Shares available for delivery under this Plan. The Shares available for delivery under this Plan may be authorized and unissued Shares or treasury Shares.
4.3    Annual Award Limits . Unless and until the Committee determines that an Award to a Covered Employee shall not be designed to qualify as Performance-Based Compensation, the following limits (each an “Annual Award Limit” and, collectively, “Annual Award Limits”) shall apply to grants of such Awards under this Plan:
(a)     Options : The maximum aggregate number of Shares subject to Options granted in any one Plan Year to any one Participant shall be 300,000.
(b)     SARs : The maximum number of Shares subject to Stock Appreciation Rights granted in any one Plan Year to any one Participant shall be 300,000.
(c)
Restricted Stock or Restricted Stock Units : The maximum aggregate grant with respect to Awards of Restricted Stock or Restricted Stock Units in any one Plan Year to any one Participant shall be 150,000.
(d)
Performance Units or Performance Shares : The maximum aggregate Award of Performance Units or Performance Shares that a Participant may receive in any one Plan Year shall be 150,000 Shares, or equal to the value of 150,000 Shares determined as of the date of vesting or payout, as applicable.
(e)
Cash-Based Awards : The maximum aggregate amount awarded or credited with respect to Cash-Based Awards to any one Participant in any one Plan Year may not exceed the value of $2,000,000 dollars determined as of the date of vesting or payout, as applicable.
(f)
Other Stock-Based Awards : The maximum aggregate grant with respect to Other Stock-Based Awards pursuant to Section 10.2 in any one Plan Year to any one Participant shall be 150,000.
4.4    Adjustments in Authorized Shares . In the event of any corporate event or transaction, including, but not limited to, a change in the Shares or the capitalization of the Company, a merger, consolidation, reorganization, recapitalization, separation, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, or other distribution of stock or property of the Company, combination of Shares, exchange of Shares, dividend in-kind, or other like change in capital structure, number of outstanding Shares or distribution (other than normal cash dividends) to shareholders of the Company, or any similar corporate event or transaction, the Committee, in order to prevent dilution or enlargement of Participants’ rights under this Plan and outstanding Awards, shall substitute or adjust, as applicable, the number and kind of Shares (or cash) that may be delivered under this Plan or under particular forms of Awards, the number and kind of Shares (or cash) subject to outstanding Awards, the Option Price or Grant Price applicable to outstanding Awards, the Annual Award Limits, and the terms and conditions of outstanding Awards. Notwithstanding anything herein to the contrary, the Committee may not take any such action described in this Section 4.4 that would cause an Award that is otherwise exempt from Code Section 409A to become subject to Code Section 409A, or cause an Award that is subject to the requirements of Code Section 409A to fail to comply with such requirements.
The Committee shall also make appropriate adjustments in the terms of any Awards under this Plan to reflect or related to such changes or distributions and to modify any other terms of outstanding Awards, including modifications of performance goals and changes in the length of Performance Periods. The determination of the Committee as to the foregoing adjustments, if any, shall be final, conclusive and binding on the Company and its Subsidiaries, and all Participants and other parties having any interest in an Award under this Plan.
Subject to the provisions of Article 17 and notwithstanding anything else herein to the contrary, without affecting the number of Shares reserved or available hereunder, the Committee may authorize the issuance or assumption of benefits, or grant of substitute Awards under this Plan in connection with any merger, consolidation, acquisition of property or stock, or reorganization upon such terms and conditions as it may deem appropriate (including, but not limited to, a conversion of equity awards into Awards under this Plan in a manner consistent with paragraph 53 of FASB Interpretation No. 44), subject to compliance with the rules under Code Sections 409A, 422, and 424, and other applicable law, rules or regulations.
Article 5. Eligibility and Participation
5.1    Eligibility . Individuals eligible to participate in this Plan include all Employees and Directors.
5.2    Actual Participation . Subject to the provisions of this Plan, the Committee may, from time to time, select from all eligible individuals, those individuals to whom Awards shall be granted and shall determine, in its sole discretion, the nature of, any and all terms permissible by law, and the amount of each Award.
Article 6. Stock Options
6.1    Grant of Options . Subject to the terms and provisions of this Plan, Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion; provided that ISOs may be granted only to eligible Employees of the Company or its Subsidiaries (as permitted under Code Sections 422 and 424). However, an Employee who is employed by a Subsidiary and is subject to Code Section 409A may only be granted Options to the extent the Shares corresponding to the Options qualify as “service recipient stock” for purposes of Code Section 409A.
6.2    Option Award Agreement . Each Option Award shall be evidenced by an Award Agreement that shall specify the Option Price, the maximum duration of the Option, the number of Shares to which the Option pertains, the conditions upon which an Option shall become vested and exercisable, and such other provisions as the Committee shall determine which are not inconsistent with the terms of this Plan. The Award Agreement also shall specify whether the Option is intended to be an ISO or an NQSO.
6.3    Option Price . The Option Price for each grant of an Option under this Plan shall be determined by the Committee in its sole discretion and shall be specified in the Award Agreement; provided , however , the Option Price must be at least equal to one hundred percent (100%) of the FMV of the Shares as determined on the date of grant.
6.4    Term of Options . Each Option granted to a Participant shall expire at such time as the Committee shall determine at the time of grant; provided , however , no Option shall be exercisable later than the tenth (10 th ) anniversary date of its grant.
6.5    Exercise of Options . Options granted under this Article 6 shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which terms and restrictions need not be the same for each grant or for each Participant.
6.6    Payment . Subject to the provisions of the applicable Award Agreement, Options granted under this Article 6 shall be exercised by the delivery of a notice of exercise to the Company or an agent designated by the Company in a form specified or accepted by the Committee, or by complying with any alternative procedures which may be authorized by the Committee, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares.
A condition of the delivery of the Shares as to which an Option shall be exercised shall be the payment of the Option Price. The Option Price of any Option shall be payable to the Company in full either: (a) in cash or its equivalent; (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate fair market value at the time of exercise equal to the Option Price; (c) by a cashless (broker-assisted) exercise; (d) by withholding Shares otherwise deliverable in connection with the exercise of the Option; (e) by any other method approved or accepted by the Committee in its sole discretion; or (f) by a combination of any of the foregoing, subject to such terms and conditions as the Committee, in its discretion, may impose.
Subject to any governing rules or regulations, as soon as practicable after receipt of written notification of exercise and full payment (including satisfaction of any applicable tax withholding), the Company shall deliver to the Participant evidence of book entry Shares, or upon the Participant’s request, Share certificates in an appropriate amount based upon the number of Shares purchased under the Option(s).
Unless otherwise determined by the Committee, all cash payments shall be made in United States dollars.
6.7    Restrictions . The Committee may impose such restrictions on any Shares acquired pursuant to the exercise of an Option granted under this Article 6 as it may deem advisable, including, without limitation, minimum holding period requirements, restrictions under applicable federal and state laws, blackout periods or under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded.
6.8    Termination of Employment . Each Participant’s Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the Option following termination of the Participant’s employment or provision of services to the Company or its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement, need not be uniform among all Options granted pursuant to this Article 6, and may reflect distinctions based on the reason for termination.
Except as provided in the Award Agreement and as provided below, if a Participant ceases for any reason to be employed by the Company or its Subsidiaries (unless such termination of employment was for “Cause”), the Participant may, at any time within ninety (90) days after the effective date of such termination of employment, exercise his or her Options to the extent that he or she would be entitled to exercise them on such date, but in no event shall any Option be exercisable more than ten (10) years from the date it was granted; provided, however , that the Committee shall have the discretion to determine whether Options not yet exercisable at the date of termination of employment shall become immediately exercisable for ninety (90) days thereafter. The Committee shall determine, subject to applicable law, whether a leave of absence shall constitute a termination of service.
If a Participant ceases to be employed by the Company or its Subsidiaries for “Cause,” the Participant’s unexercised Options shall terminate immediately. For purposes of this Section 6.8, “Cause” shall be defined as in the employment agreement, if any, between the Company or its Subsidiaries and such Participant, or, if there is no employment agreement, shall mean: (a) the willful failure of the Participant substantially to perform his or her duties, other than any such failure resulting from incapacity due to physical or mental illness, or (b) the willful engagement by the Participant in activities contrary to the best interests of the Company.
Unless otherwise provided in the Award Agreement, if a Participant dies while employed by the Company or its Subsidiaries, or within ninety (90) days after having retired with the consent of the Company or its Subsidiaries, the Shares which the Participant was entitled to exercise on the date of the Participant’s death under an Option or Options granted under the Plan may be exercised at any time after the Participant’s death by the Participant’s beneficiary; provided, however , that no Option may be exercised after the earlier of: (a) one (1) year after the Participant’s death, or (b) the expiration date specified for the particular Option in the Award Agreement; and provided, further, that any unvested Option or Options shall immediately vest upon the death of a Participant while employed by the Company or its Subsidiaries and may be exercised as provided in this Section 6.8.
Unless otherwise provided in the Award Agreement, if a Participant terminates employment by reason of Disability (as defined below), any unexercised Option held by the Participant shall, if unvested, immediately vest and shall expire one (1) year after the Participant has a termination of employment because of such “Disability” and such Option may only be exercised by the Participant or his or her beneficiary to the extent that the Option was exercisable on the date of termination of employment because of such “Disability;” provided, however , no Option may be exercised after the expiration date specified for the particular Option in the Award Agreement. “Disability” shall mean: (a) in the case of a Participant whose employment with the Company or a Subsidiary is subject to the terms of an employment agreement between such Participant and the Company or Subsidiary, which employment agreement includes a definition of “Disability,” the term “Disability” as used in this Plan or any Award Agreement shall have the meaning set forth in such employment agreement during the period that such employment agreement remains in effect; and (b) in all other cases, the term “Disability” as used in this Plan or any Award Agreement shall mean a condition that (in the opinion of an independent medical consultant) has rendered the Participant mentally or physically incapable of performing the services required to be performed by the Participant and has resulted in the termination of the directorship or employment relationship, as the case may be.
6.9    Notification of Disqualifying Disposition . If any Participant shall make any disposition of Shares delivered pursuant to the exercise of an ISO under the circumstances described in Code Section 421(b) (relating to certain disqualifying dispositions), such Participant shall notify the Company of such disposition within ten (10) days thereof.
6.10    No Other Feature of Deferral . No Option granted pursuant to this Plan shall provide for any feature for the deferral of compensation subject to Code Section 409A, unless such deferral complies with the requirements of Code Section 409A.
6.11    Right of First Refusal . The Committee may, in its discretion, include in any Award Agreement relating to an Option granted under the Plan a condition that the Participant shall agree to grant the Company a Right of First Refusal, which, if so included, shall have the following terms and conditions:
(a)    The Participant shall give the Company written notice (the “Offer Notice”) of the Participant’s intention to sell any Shares acquired (or to be acquired) upon exercise of an Option (the “Offered Shares”). The Company shall have three (3) business days (the “Exercise Period”) following receipt of the Offer Notice to determine whether to exercise its Right of First Refusal, which may be exercised either as to all or as to none of the Offered Shares. By the end of the Exercise Period, the Company shall have given written notice to the Participant of its election to exercise (the “Acceptance Notice”) or not to exercise (the “Rejection Notice”) its Right of First Refusal. The Participant shall tender the Offered Shares to the Company within ten (10) business days after receipt of an Acceptance Notice. Upon receipt of a Rejection Notice, the Participant may sell the Offered Shares free and clear of such Right of First Refusal.
(b)    The price to be paid by the Company for the Offered Shares shall be the Fair Market Value of the Company’s Shares.
Article 7. Stock Appreciation Rights
7.1    Grant of SARs . Subject to the terms and conditions of this Plan, SARs may be granted to Participants at any time and from time to time as shall be determined by the Committee. However, an Employee who is employed by a Subsidiary and is subject to Code Section 409A may only be granted SARs to the extent the Shares corresponding to the SARs qualify as “service recipient stock” for purposes of Code Section 409A.
Subject to the terms and conditions of this Plan, the Committee shall have complete discretion in determining the number of SARs granted to each Participant and in determining the terms and conditions pertaining to such SARs which are not inconsistent with the terms of this Plan.
The Grant Price for each grant of an SAR shall be determined by the Committee and shall be specified in the Award Agreement; provided, however , the Grant Price on the date of grant must be at least equal to one hundred percent (100%) of the FMV of the Shares as determined on the date of grant.
7.2    SAR Award Agreement . Each SAR Award shall be evidenced by an Award Agreement that shall specify the Grant Price, the term of the SAR, and such other provisions as the Committee shall determine which are not inconsistent with the terms of this Plan.
7.3    Term of SAR . The term of an SAR granted under this Plan shall be determined by the Committee, in its sole discretion, and except as determined otherwise by the Committee and specified in the SAR Award Agreement, no SAR shall be exercisable later than the tenth (10 th ) anniversary date of its grant.
7.4    Exercise of SARs . SARs may be exercised upon whatever terms and conditions the Committee, in its sole discretion, imposes.
7.5    Settlement of SARs . Upon the exercise of an SAR, a Participant shall be entitled to receive payment from the Company in an amount determined by multiplying:
(a)    The excess of the Fair Market Value of a Share on the date of exercise over the Grant Price; by
(b)    The number of Shares with respect to which the SAR is exercised.
At the discretion of the Committee, the payment upon SAR exercise may be in cash, Shares, or any combination thereof, or in any other manner approved by the Committee in its sole discretion. The Committee’s determination regarding the form of SAR payout shall be set forth in the Award Agreement pertaining to the grant of the SAR.
7.6    Termination of Employment . Each Award Agreement shall set forth the extent to which the Participant shall have the right to exercise the SAR following termination of the Participant’s employment with or provision of services to the Company or its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement, need not be uniform among all SARs granted pursuant to this Plan, and may reflect distinctions based on the reason for termination.
Except as provided in the Award Agreement and as provided below, if a Participant ceases for any reason to be employed by the Company or its Subsidiaries (unless such termination of employment was for “Cause”), the Participant may, at any time within ninety (90) days after the effective date of such termination of employment, exercise his or her SARs to the extent that he or she would be entitled to exercise them on such date, but in no event shall any SAR be exercisable more than ten (10) years from the date it was granted; provided, however , that the Committee shall have the discretion to determine whether SARs not yet exercisable at the date of termination of employment shall become immediately exercisable for ninety (90) days thereafter. The Committee shall determine, subject to applicable law, whether a leave of absence shall constitute a termination of service.
If a Participant ceases to be employed by the Company or its Subsidiaries for “Cause,” the Participant’s unexercised SARs shall terminate immediately. For purposes of this Section 7.6, “Cause” shall be defined as in the employment agreement, if any, between the Company or its Subsidiaries and such Participant, or, if there is no employment agreement, shall mean: (a) the willful failure of the Participant substantially to perform his or her duties, other than any such failure resulting from incapacity due to physical or mental illness, or (b) the willful engagement by the Participant in activities contrary to the best interests of the Company.
Unless otherwise provided in the Award Agreement, if a Participant dies while employed by the Company or its Subsidiaries, or within ninety (90) days after having retired with the consent of the Company or its Subsidiaries, the Shares which the Participant was entitled to exercise on the date of the Participant’s death under an SAR or SARs granted under the Plan may be exercised at any time after the Participant’s death by the Participant’s beneficiary; provided, however , that no SAR may be exercised after the earlier of: (a) one (1) year after the Participant’s death, or (b) the expiration date specified for the particular SAR in the Award Agreement; and provided, further, that any unvested SAR or SARs shall immediately vest upon the death of a Participant while employed by the Company or its Subsidiaries and may be exercised as provided in this Section 7.6.
Unless otherwise provided in the Award Agreement, if a Participant terminates employment by reason of Disability (as defined below), any unexercised SAR held by the Participant shall, if unvested, immediately vest and shall expire one (1) year after the Participant has a termination of employment because of such “Disability” and such SAR may only be exercised by the Participant or his or her beneficiary to the extent that the SAR was exercisable on the date of termination of employment because of such “Disability;” provided, however , no SAR may be exercised after the expiration date specified for the particular SAR in the Award Agreement. “Disability” shall mean: (a) in the case of a Participant whose employment with the Company or a Subsidiary is subject to the terms of an employment agreement between such Participant and the Company or Subsidiary, which employment agreement includes a definition of “Disability,” the term “Disability” as used in this Plan or any Award Agreement shall have the meaning set forth in such employment agreement during the period that such employment agreement remains in effect; and (b) in all other cases, the term “Disability” as used in this Plan or any Award Agreement shall mean a condition that (in the opinion of an independent medical consultant) has rendered the Participant mentally or physically incapable of performing the services required to be performed by the Participant and has resulted in the termination of the directorship or employment relationship, as the case may be.
7.7    Restrictions . The Committee shall impose such other conditions and/or restrictions on any Shares received upon exercise of an SAR granted pursuant to this Plan as it may deem advisable or desirable. These restrictions may include, but shall not be limited to, a requirement that the Participant hold the Shares received upon exercise of an SAR for a specified period of time, restrictions under applicable federal and state laws, blackout periods or under the requirements of any stock exchange or market upon which such Shares are then listed and/or traded.
7.8    No Other Feature of Deferral . No SAR granted pursuant to this Plan shall provide for any feature for the deferral of compensation subject to Code Section 409A unless such deferral complies with the requirements of Code Section 409A.
Article 8. Restricted Stock and Restricted Stock Units
8.1     Grant of Restricted Stock or Restricted Stock Units . Subject to the terms and provisions of this Plan, the Committee, at any time and from time to time, may grant Shares of Restricted Stock and/or Restricted Stock Units to Participants in such amounts as the Committee shall determine.
8.2    Restricted Stock and Restricted Stock Unit Award Agreement . Each Restricted Stock and/or Restricted Stock Unit Award shall be evidenced by an Award Agreement that shall specify the Period(s) of Restriction, the number of Shares of Restricted Stock or the number of Restricted Stock Units granted, and such other provisions as the Committee shall determine which are not inconsistent with the terms of this Plan.
8.3     Restrictions . The Committee shall impose such other conditions and/or restrictions on any Shares of Restricted Stock or Restricted Stock Units granted pursuant to this Plan as it may deem advisable including, without limitation, a requirement that Participants pay a stipulated purchase price for each Share of Restricted Stock or each Restricted Stock Unit, restrictions based upon the achievement of specific performance goals, service-based restrictions on vesting following the attainment of the performance goals, service-based restrictions, and/or restrictions under applicable laws or under the requirements of any stock exchange or market upon which such Shares are listed or traded, or holding requirements or sale restrictions placed on the Shares by the Company upon vesting of such Restricted Stock or Restricted Stock Units.
To the extent deemed appropriate by the Committee, the Company may retain the certificates representing Shares of Restricted Stock in the Company’s possession until such time as all conditions and/or restrictions applicable to such Shares have been satisfied or lapse.
Except as otherwise provided in this Article 8, Shares of Restricted Stock subject to each Restricted Stock Award shall become freely transferable by the Participant after all conditions and restrictions applicable to such Shares have been satisfied or lapse (including satisfaction of any applicable tax withholding obligations), and Restricted Stock Units shall be paid in cash, Shares, or a combination of cash and Shares as the Committee, in its sole discretion, shall determine.
8.4    Certificate Legend . In addition to any legends placed on certificates pursuant to Section 8.3, each certificate representing Shares of Restricted Stock granted pursuant to this Plan may bear a legend such as the following or as otherwise determined by the Committee in its sole discretion:
The sale or transfer of Shares of stock represented by this certificate, whether voluntary, involuntary, or by operation of law, is subject to certain restrictions on transfer as set forth in the Federal Agricultural Mortgage Corporation 2008 Omnibus Incentive Plan, and in the associated Award Agreement. A copy of this Plan and such Award Agreement may be obtained from Federal Agricultural Mortgage Corporation.
8.5     Voting Rights . Shares corresponding to Awards under this Plan have no voting rights.
8.6    Termination of Employment . Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Restricted Stock and/or Restricted Stock Units following termination of the Participant’s employment with or provision of services to the Company or its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Shares of Restricted Stock or Restricted Stock Units delivered pursuant to this Plan, and may reflect distinctions based on the reasons for termination.
8.7      Section 83(b) Election . The Committee may provide in an Award Agreement that the Award of Restricted Stock is conditioned upon the Participant making or refraining from making an election with respect to the Award under Code Section 83(b). If a Participant makes an election pursuant to Code Section 83(b) concerning a Restricted Stock Award, the Participant shall be required to file promptly a copy of such election with the Company.
8.8    No Other Feature of Deferral . No Restricted Stock Unit granted pursuant to this Plan shall provide for any feature for the deferral of compensation subject to Code Section 409A unless such deferral complies with the requirements of Code Section 409A.
Article 9. Performance Units/Performance Shares
9.1    Grant of Performance Units/Performance Shares . Subject to the terms and provisions of this Plan, the Committee, at any time and from time to time, may grant Performance Units and/or Performance Shares to Participants in such amounts and upon such terms as the Committee shall determine.
9.2    Performance Unit and Performance Share Award Agreement . Each Performance Unit and/or Performance Share Award shall be evidenced by an Award Agreement that shall specify the number of Performance Units and/or Performance Shares granted, the performance goals, and the applicable Performance Period, and such other provisions as the Committee shall determine which are not inconsistent with the terms of this Plan.
9.3    Value of Performance Units/Performance Shares . Each Performance Unit shall have an initial value that is established by the Committee at the time of grant. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the date of grant. The Committee, in its discretion, shall set performance goals for each Performance Period which, depending on the extent to which they are met, will determine the value and/or number of Performance Units/Performance Shares that will be paid out or distributed to the Participant.
9.4    Earning of Performance Units/Performance Shares . Subject to the terms of this Plan, after the applicable Performance Period has ended, the holder of Performance Units/Performance Shares shall be entitled to receive payout of the value and/or distribution of the number of Performance Units/Performance Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance goals have been achieved.
9.5    Form and Timing of Distribution or Payment of Performance Units/Performance Shares . Distribution of Shares or payment of the value earned pursuant to Performance Units/Performance Shares shall be as determined by the Committee and as evidenced in the Award Agreement. Subject to the terms of this Plan, the Committee, in its sole discretion, may pay earned Performance Units/Performance Shares in the form of cash or in Shares (or in a combination thereof) equal to the value of the earned Performance Units/Performance Shares at the close of the applicable Performance Period, unless the terms of the Award require payment at some later date. Any Shares delivered pursuant to Performance Share Awards may be subject to any restrictions deemed appropriate by the Committee. The determination of the Committee with respect to the form of payout of such Awards shall be set forth in the Award Agreement pertaining to the grant of the Award.
9.6    Termination of Employment . Each Award Agreement shall set forth the extent to which the Participant shall have the right to retain Performance Units and/or Performance Shares following termination of the Participant’s employment with or provision of services to the Company or its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, shall be included in the Award Agreement entered into with each Participant, need not be uniform among all Awards of Performance Units or Performance Shares granted pursuant to this Plan, and may reflect distinctions based on the reasons for termination.
Article 10. Cash-Based Awards and Other Stock-Based Awards
10.1    Grant of Cash-Based Awards . Subject to the terms and provisions of the Plan, the Committee, at any time and from time to time, may grant Cash-Based Awards to Participants in such amounts and upon such terms as the Committee may determine.
10.2    Other Stock-Based Awards . The Committee may grant other types of equity-based or equity-related Awards not otherwise described by the terms of this Plan (including the grant or offer for sale of unrestricted Shares) in such amounts and subject to such terms and conditions as the Committee shall determine. Such Awards may involve the transfer of actual Shares to Participants, or payment in cash or otherwise of amounts based on the value of Shares, and may include, without limitation, Awards designed to comply with or take advantage of the applicable local laws of jurisdictions other than the United States.
10.3    Cash-Based and Other Stock-Based Award Agreements . Each Cash-Based and/or Other Stock-Based Award shall be evidenced by an Award Agreement that shall specify the payment amount or the number of Shares granted, the performance goals and the Performance Period, if applicable, the time and form of payment or distribution, and such other provisions as the Committee shall determine which are not inconsistent with the terms of this Plan.
10.4    Value of Cash-Based and Other Stock-Based Awards . Each Cash-Based Award shall specify a payment amount or formula for calculating the payment amount, as determined by the Committee. Each Other Stock-Based Award shall be expressed in terms of Shares or units based on Shares, as determined by the Committee. The Committee may establish performance goals in its discretion. If the Committee exercises its discretion to establish performance goals, the number and/or value of Cash-Based Awards or Other Stock-Based Awards that will be paid out to the Participant will depend on the extent to which the performance goals are met.
10.5    Payment of Cash-Based Awards and Other Stock-Based Awards . Payment, if any, with respect to a Cash-Based Award or an Other Stock-Based Award shall be made in accordance with the terms of the Award, in cash or Shares as the Committee determines.
10.6    Termination of Employment . The Committee shall determine the extent to which the Participant shall have the right to receive payment or distribution under any Cash-Based Awards or Other Stock-Based Awards following termination of the Participant’s employment with or provision of services to the Company or its Subsidiaries. Such provisions shall be determined in the sole discretion of the Committee, may be included in an agreement entered into with each Participant, but need not be uniform among all Awards of Cash-Based Awards or Other Stock-Based Awards granted pursuant to the Plan, and may reflect distinctions based on the reasons for termination.
Article 11. Transferability of Awards
11.1      Transferability . Except as provided in Section 11.2 below, during a Participant’s lifetime, his or her Awards shall be exercisable only by the Participant. Awards shall not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated other than by will or the laws of descent and distribution; no Awards shall be subject, in whole or in part, to attachment, execution, or levy of any kind; and any purported transfer in violation hereof shall be null and void. The Committee may establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable or Shares deliverable in the event of, or following, the Participant’s death, may be provided.
11.2      Committee Action . The Committee may, in its discretion, determine that notwithstanding Section 11.1, any or all Awards other than ISOs shall be transferable to and exercisable by such transferees, and subject to such terms and conditions as the Committee may deem appropriate.
Article 12. Performance Measures
12.1    Performance Measures . The performance goals upon which the payment or vesting of an Award to a Covered Employee that is intended to qualify as Performance-Based Compensation shall be limited to the following Performance Measures:
(a)
Net earnings or net income (before or after taxes, the impact of changes in the fair value of derivatives, stock plan expenses, yield maintenance and/or loan losses) or any other measure that uses all or part of such components;
(b)
Earnings per share;
(c)
Revenues or mission volume or growth therein;
(d)
Net operating profit;
(e)
Return measures (including, but not limited to, return on assets, capital, invested capital, equity, sales, or revenue);
(f)
Cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment);
(g)
Earnings before or after taxes, interest, depreciation, and/or amortization;
(h)
Gross or operating margins;
(i)
Productivity ratios;
(j)
Share price (including, but not limited to, growth measures and total shareholder return);
(k)
Assets;
(l)
Cash position;
(m)
Equity or stockholders’ equity;
(n)
Ratio of debt to debt plus equity;
(o)
Expense targets;
(p)
Margins;
(q)
Operating efficiency;
(r)
Market share;
(s)
Customer satisfaction;
(t)
Working capital targets;
(u)
Delinquency rate;
(v)
Net charge-offs;
(w)
Economic value added or EVA (net operating profit after tax minus the sum of capital multiplied by the cost of capital);
(x)
Capital measures, including but not limited to, compliance with applicable regulatory capital requirements and the excess of the capital over statutory minimum capital requirements, risk-based capital requirements, or other established capital targets; and
(y)
Results of regulatory reviews and examinations.
Any Performance Measure(s) may be used to measure the performance of the Company and/or Subsidiary as a whole or any business unit of the Company and/or Subsidiary, or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Measures as compared to the performance of a group of comparator companies, or published or special index that the Committee, in its sole discretion, deems appropriate, or the Company may select Performance Measure (j) above as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of performance goals pursuant to the Performance Measures specified in this Article 12.
12.2    Evaluation of Performance . The Committee may provide in any such Award that any evaluation of performance may include or exclude any of the following events that occurs during a Performance Period: (a) asset write-downs; (b) litigation or claim judgments or settlements; (c) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results; (d) any reorganization and restructuring programs; (e) extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to shareholders for the applicable year; (f) acquisitions or divestitures; and (g) foreign exchange gains and losses. To the extent such inclusions or exclusions affect Awards to Covered Employees, they shall be prescribed in a form that meets the requirements of Code Section 162(m) for deductibility.
12.3    Adjustment of Performance-Based Compensation . Awards that are intended to qualify as Performance-Based Compensation may not be adjusted upward. The Committee shall retain the discretion to adjust such Awards downward, either on a formula or discretionary basis, or any combination as the Committee determines.
12.4    Committee Discretion . In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the governing Performance Measures without obtaining shareholder approval of such changes, the Committee shall have sole discretion to make such changes without obtaining shareholder approval. In addition, in the event the Committee determines that it is advisable to grant Awards that shall not qualify as Performance-Based Compensation, the Committee may make such grants without satisfying the requirements of Code Section 162(m) and base vesting on Performance Measures other than those set forth in Section 12.1.
Article 13. Nonemployee Director Awards
Nonemployee Directors may only be granted Nonemployee Director Awards under the Plan in accordance with this Article 13. From time to time, the Board shall set the amount(s) and type(s) of equity awards that shall be granted to all Nonemployee Directors on a periodic basis pursuant to the Plan. The Board shall grant such Nonemployee Director Awards to Nonemployee Directors as it shall from time to time determine.
Article 14. Dividend Equivalents
Any Participant selected by the Committee may be granted dividend equivalents based on the dividends declared on Shares that are subject to any Award, to be credited as of dividend payment dates, during the period between the date the Award is granted and the date the Award is exercised, vests, or expires, as determined by the Committee. Such dividend equivalents shall be converted to cash or additional Shares by such formula and at such time and subject to such limitations as may be determined by the Committee when the decision to grant the Award is made, unless the Award is not deferred compensation for purposes of Code Section 409A.
Article 15. Beneficiary Designation
Each Participant under this Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Plan is to be paid in case of his death before he receives any or all of such benefit. Each such designation shall revoke all prior designations by the same Participant, shall be in a form prescribed by the Committee, and will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime. In the absence of any such beneficiary designation, benefits remaining unpaid or rights remaining unexercised at the Participant’s death shall be paid to or exercised by the Participant’s executor, administrator, or legal representative.
Article 16. Rights of Participants
16.1    Employment . Nothing in this Plan or an Award Agreement shall interfere with or limit in any way the right of the Company or its Subsidiaries to terminate any Participant’s employment or service on the Board or to the Company or its Subsidiaries at any time or for any reason not prohibited by law, nor confer upon any Participant any right to continue his employment or service as a Director for any specified period of time.
Neither an Award nor any benefits arising under this Plan shall constitute an employment contract with the Company or its Subsidiaries and, accordingly, subject to Articles 3 and 17, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Committee without giving rise to any liability on the part of the Company or its Subsidiaries.
16.2    Participation . No individual shall have the right to be selected to receive an Award under this Plan, or, having been so selected, to be selected to receive a future Award.
16.3    Rights as a Shareholder . Except as otherwise provided herein, a Participant shall have none of the rights of a shareholder with respect to Shares covered by any Award until the Participant becomes the record holder or beneficial owner of such Shares.
Article 17. Amendment, Modification, Suspension, and Termination
17.1    Amendment, Modification, Suspension, and Termination . Subject to Section 17.3, the Board or the Committee may, at any time and from time to time, alter, amend, modify, suspend, or terminate this Plan and any Award Agreement in whole or in part; provided, however , that without the prior approval of the Company’s shareholders and except as provided in Section 4.4, Options or SARs granted under this Plan will not be repriced, replaced, or regranted through cancellation, or by lowering the Option Price of a previously granted Option or the Grant Price of a previously granted SAR, nor will any outstanding Options having an Option Price or SARs having a Grant Price less than the current FMV be canceled in exchange for cash or other Awards, and no material amendment of this Plan shall be made without shareholder approval if shareholder approval is required by law, regulation, stock exchange rule or otherwise.
17.2    Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events . The Committee may make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4.4 hereof) affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations, or accounting principles, whenever the Committee determines that such adjustments are appropriate in order to prevent unintended dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan. The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this Plan.
17.3    Awards Previously Granted . Notwithstanding any other provision of this Plan to the contrary (other than Section 17.4), no termination, amendment, suspension, or modification of this Plan or an Award Agreement shall adversely affect in any material way any Award previously granted under this Plan, without the written consent of the Participant holding such Award.
17.4    Amendment to Conform to Law . Notwithstanding any other provision of this Plan to the contrary, the Board or the Committee may unilaterally amend the Plan or an Award Agreement in accordance with the following:
(a)    The Board or the Committee may amend the Plan or an Award Agreement to take effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan or an Award Agreement to any present or future law relating to plans of this or similar nature, and to the administrative regulations and rulings promulgated thereunder. By accepting an Award under this Plan, a Participant agrees to any amendment made pursuant to this Section 17.4 to any Award granted under the Plan without further consideration or action.
(b)    The Board or the Committee may amend the Plan or an Award Agreement to: (i) exempt the Award from the requirements of Code Section 409A or preserve the intended tax treatment of the benefits provided with respect to the Award, or (ii) comply with the requirements of Section 409A of the Code.
Article 18. Withholding
18.1    Tax Withholding . The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, up to the maximum statutory amount to satisfy federal, state, and local taxes, required by law or regulation to be withheld with respect to any taxable event relating to an Award.
18.2    Share Withholding . With respect to withholding required upon the exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock and Restricted Stock Units, or upon the achievement of performance goals related to Performance Shares, or any other taxable event arising as a result of an Award granted hereunder, Participants may elect, subject to the approval of the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold Shares having a fair market value on the date the tax is to be determined up to the maximum statutory total tax that could be imposed on the transaction. All such elections shall be irrevocable, made in writing, and signed by the Participant, and shall be subject to any restrictions or limitations that the Committee, in its sole discretion, deems appropriate.
Article 19. Successors
All obligations of the Company under this Plan with respect to Awards granted hereunder shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.
Article 20. General Provisions
20.1    Forfeiture Events . The Committee may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award.
20.2      Legend . The certificates for Shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer of such Shares.
20.3    Gender and Number . Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular, and the singular shall include the plural.
20.4    Severability . In the event any provision of this Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid provision had not been included.
20.5    Requirements of Law . The granting of Awards and the delivery of Shares under this Plan shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
20.6    Delivery of Title . The Company shall have no obligation to issue or deliver evidence of title for Shares granted pursuant to this Plan prior to:
(a)
Obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and
(b)
Completion of any registration or other qualification of the Shares under any applicable federal or state law or ruling of any governmental body that the Company determines to be necessary or advisable.
20.7    Inability to Obtain Authority . The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful delivery or sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to deliver or sell such Shares as to which such requisite authority shall not have been obtained.
20.8    Uncertificated Shares . To the extent that this Plan provides for issuance of certificates to reflect the transfer of Shares, the transfer of such Shares may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the rules of any stock exchange.
20.9    Unfunded Plan . Participants shall have no right, title, or interest whatsoever in or to any investments that the Company or its Subsidiaries may make to aid it in meeting its obligations under this Plan. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship between the Company and its Subsidiaries and any Participant, beneficiary, legal representative, or any other individual. To the extent that any individual acquires a right to receive payments from the Company or its Subsidiaries under this Plan, such right shall be no greater than the right of an unsecured general creditor of the Company or a Subsidiary, as the case may be. All payments to be made hereunder shall be paid from the general funds of the Company or a Subsidiary, as the case may be, and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts except as expressly set forth in this Plan.
20.10      No Fractional Shares . No fractional Shares shall be issued or delivered pursuant to this Plan or any Award. The Committee shall determine whether cash, Awards, or other property shall be delivered or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.
20.11      Retirement and Welfare Plans . Neither Awards made under this Plan nor Shares or cash paid pursuant to such Awards may be included as “compensation” for purposes of computing the benefits payable to any Participant under the Company’s or any Subsidiary’s retirement plans (both qualified and nonqualified) or welfare benefit plans unless such other plan expressly provides that such compensation shall be taken into account in computing a Participant’s benefit.
20.12    Code Section 409A . Notwithstanding any provision in this Plan or any Award Agreement to the contrary, if any provision of this Plan or any Award Agreement contravenes any regulations or guidance promulgated under Code Section 409A or could cause any Award to be subject to additional taxes, accelerated taxation, interest or penalties under Code Section 409A, the Company may, in its sole discretion and without the Participant’s consent, modify this Plan or any Award Agreement: (i) to comply with, or avoid being subject to, Code Section 409A, or to avoid the imposition of any taxes, accelerated taxation, interest or penalties under Code Section 409A, and (ii) to maintain, to the maximum extent practicable, the original intent of the applicable provision without contravening the provisions of Code Section 409A. This section does not create an obligation on the part of the Company to modify this Plan or any Award Agreement and does not guarantee that the Awards will not be subject to interest or penalties under Code Section 409A.
20.13      Nonexclusivity of this Plan . The adoption of this Plan shall not be construed as creating any limitations on the power of the Board or Committee to adopt such other compensation arrangements as it may deem desirable.
20.14    No Constraint on Corporate Action . Nothing in this Plan shall be construed to: (a) limit, impair, or otherwise affect the Company’s or a Subsidiary’s right or power to make adjustments, reclassifications, reorganizations, or changes of its capital or business structure, or to merge or consolidate, or dissolve, liquidate, sell, or transfer all or any part of its business or assets; or (b) limit the right or power of the Company or a Subsidiary to take any action which such entity deems to be necessary or appropriate.
20.15    Governing Law, Exclusive Jurisdiction, and Venue . The Plan and each Award Agreement shall be governed by federal law, to the extent federal law incorporates state law, that law shall be the laws of the District of Columbia, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this Plan to the substantive law of another jurisdiction. Unless otherwise provided in the Award Agreement, recipients of an Award under this Plan are deemed to submit to the exclusive jurisdiction and venue of the federal courts in the District of Columbia, to resolve any and all issues that may arise out of or relate to this Plan or any Award Agreement.
20.16    Indemnification . Subject to requirements of federal law, each individual who is or shall have been a member of the Board, or a Committee appointed by the Board, or an officer of the Company to whom authority was delegated in accordance with Article 3, shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under this Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit, or proceeding against him or her, provided he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his/her own behalf, unless such loss, cost, liability, or expense is a result of his/her own willful misconduct or except as expressly provided by statute.
The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless.

EXHIBIT 10.2
















THE EXECUTIVE NONQUALIFIED EXCESS PLAN PLAN DOCUMENT








































DD2326-7





THE EXECUTIVE NONQUALIFIED EXCESS PLAN

Section 1.      Purpose:

By execution of the Adoption Agreement, the Employer has adopted the Plan set forth herein, and in the Adoption Agreement, to provide a means by which certain management Employees or Independent Contractors of the Employer may elect to defer receipt of current Compensation from the Employer in order to provide retirement and other benefits on behalf of such Employees or Independent Contractors of the Employer, as selected in the Adoption Agreement. The Plan is intended to be a nonqualified deferred compensation plan that complies with the provisions of Section 409A of the Internal Revenue Code (the "Code"). The Plan is also intended to be an unfunded plan maintained primarily for the purpose of providing deferred compensation benefits for a select group of management or highly compensated employees under Sections 201(2), 301(a)(3) and 401(a)(l) of the Employee Retirement Income Security Act of 1974 (“ERISA”) and independent contractors. Notwithstanding any other provision of this Plan, this Plan shall be interpreted, operated and administered in a manner consistent with these intentions.
Section 2.      Definitions:

As used in the Plan, including this Section 2, references to one gender shall include the other, unless otherwise indicated by the context:
2.1     "Active Participant" means, with respect to any day or date, a Participant who is in Service on such day or date; provided, that a Participant shall cease to be an Active Participant (i) immediately upon a determination by the Committee that the Participant has ceased to be an Employee or Independent Contractor, or (ii) at the end






of the Plan Year that the Committee determines the Participant no longer meets the eligibility requirements of the Plan.
2.2     "Adoption Agreement" means the written agreement pursuant to which the Employer adopts the Plan. The Adoption Agreement is a part of the Plan as applied to the Employer.
2.3     "Beneficiary" means the person, persons, entity or entities designated or determined pursuant to the provisions of Section 13 of the Plan.
2.4     "Board" means the Board of Directors of the Company, if the Company is a corporation. If the Company is not a corporation, "Board" shall mean the Company.
2.5     "Change in Control Event" means an event described in Section 409A(a)(2)(A)(v) of the Code (or any successor provision thereto) and the regulations thereunder.
2.6     "Committee" means the persons or entity designated in the Adoption Agreement to administer the Plan. If the Committee designated in the Adoption Agreement is unable to serve, the Employer shall satisfy the duties of the Committee provided for in Section 9.
2.7     "Company" means the company designated in the Adoption Agreement as such.
2.8     "Compensation" shall have the meaning designated in the Adoption Agreement.
2.9     "Crediting Date" means the date designated in the Adoption Agreement for crediting the amount of any Participant Deferral Credits or Employer Credits to the Deferred Compensation Account of a Participant.





2.10     "Deferred Compensation Account" means the account or accounts maintained with respect to each Participant under the Plan. The Deferred Compensation Account shall be credited with Participant Deferral Credits and Employer Credits, credited or debited for deemed investment gains or losses, and adjusted for payments in accordance with the rules and elections in effect under Section 8. As permitted in the Adoption Agreement, the Deferred Compensation Account of a Participant may consist of one or more accounts including In-Service or Education Accounts, if applicable. A Participant may elect payment options for each account as described in Section 7.1 and deemed investments for each account as described in Section 8.2.
2.11     "Disabled or Disability" means Disabled or Disability within the meaning of Section 409A of the Code and the regulations thereunder. Generally, this means that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Employees of the Employer.
2.12     “Education Account” is an In-Service Account which will be used by the Participant for educational purposes.
2.13     "Effective Date" shall be the date designated in the Adoption Agreement.






2.14     "Employee" means an individual in the Service of the Employer if the relationship between the individual and the Employer is the legal relationship of employer and employee. An individual shall cease to be an Employee upon the Employee's Separation from Service.
2.15     "Employer" means the Company, as identified in the Adoption Agreement, and any Participating Employer which adopts this Plan. An Employer may be a corporation, a limited liability company, a partnership or sole proprietorship.
2.16     "Employer Credits" means the amounts credited to the Participant's Deferred Compensation Account by the Employer pursuant to the provisions of Section 4.2.
2.17     "Grandfathered Amounts" means, if applicable, the amounts that were deferred under the Plan and were earned and vested within the meaning of Section 409A of the Code and regulations thereunder as of December 31, 2004. Grandfathered Amounts shall be subject to the terms designated in the Plan which were in effect as of October 3, 2004.
2.18     "Independent Contractor" means an individual in the Service of the Employer if the relationship between the individual and the Employer is not the legal relationship of employer and employee. An individual shall cease to be an Independent Contractor upon the termination of the Independent Contractor's Service. An Independent Contractor shall include a director of the Employer who is not an Employee.
2.19     "In-Service Account" means a separate account to be kept for each Participant that has elected to take in-service distributions as described in Section 5.4. The In-Service Account shall be adjusted in the same manner and at the same time as the





Deferred Compensation Account under Section 8 and in accordance with the rules and elections in effect under Section 8.
2.20     "Normal Retirement Age" of a Participant means the age designated in the Adoption Agreement.
2.21     "Participant" means with respect to any Plan Year an Employee or Independent Contractor who has been designated by the Committee as a Participant and who has entered the Plan or who has a Deferred Compensation Account under the Plan; provided that if the Participant is an Employee, the individual must be a highly compensated or management employee of the Employer within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of ERISA.
2.22     "Participant Deferral Credits" means the amounts credited to the Participant's Deferred Compensation Account by the Employer pursuant to the provisions of Section 4.1.
2.23     "Participating Employer" means any trade or business (whether or not incorporated) which adopts this Plan with the consent of the Company identified in the Adoption Agreement.
2.24     "Participation Agreement" means a written agreement entered into between a Participant and the Employer pursuant to the provisions of Section 4.1
2.25     "Performance-Based Compensation" means compensation where the amount of, or entitlement to, the compensation is contingent on the satisfaction of preestablished organizational or individual performance criteria relating to a performance period of at least twelve months. Organizational or individual performance criteria are considered preestablished if established in writing within 90 days after the





commencement of the period of service to which the criteria relates, provided that the outcome is substantially uncertain at the time the criteria are established. Performance- based compensation may include payments based upon subjective performance criteria as provided in regulations and administrative guidance promulgated under Section 409A of the Code.
2.26     "Plan" means The Executive Nonqualified Excess Plan, as herein set out and as set out in the Adoption Agreement, or as duly amended. The name of the Plan as applied to the Employer shall be designated in the Adoption Agreement.
2.27     "Plan-Approved Domestic Relations Order" shall mean a judgment, decree, or order (including the approval of a settlement agreement) which is:
2.27.1    Issued pursuant to a State's domestic relations law;

2.27.2    Relates to the provision of child support, alimony payments or marital property rights to a Spouse, former Spouse, child or other dependent of the Participant;

2.27.3    Creates or recognizes the right of a Spouse, former Spouse, child or other dependent of the Participant to receive all or a portion of the Participant's benefits under the Plan;

2.27.4    Requires payment to such person of their interest in the Participant's benefits in a lump sum payment at a specific time; and

2.27.5
Meets such other requirements established by the Committee.

2.28     "Plan Year" means the twelve-month period ending on the last day of the month designated in the Adoption Agreement; provided that the initial Plan Year may have fewer than twelve months.
2.29     "Qualifying Distribution Event" means (i) the Separation from Service of the Participant, (ii) the date the Participant becomes Disabled, (iii) the death of the Participant, (iv) the time specified by the Participant for an In-Service or Education





Distribution, (v) a Change in Control Event, or (vi) an Unforeseeable Emergency, each to the extent provided in Section 5.
2.30     "Seniority Date" shall have the meaning designated in the Adoption Agreement.
2.31     "Separation from Service" or "Separates from Service" means a "separation from service" within the meaning of Section 409A of the Code.
2.32     "Service" means employment by the Employer as an Employee. For purposes of the Plan, the employment relationship is treated as continuing intact while the Employee is on military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six months, or if longer, so long as the Employee's right to reemployment is provided either by statute or contract. If the Participant is an Independent Contractor, "Service" shall mean the period during which the contractual relationship exists between the Employer and the Participant. The contractual relationship is not terminated if the Participant anticipates a renewal of the contract or becomes an Employee.
2.33     "Service Bonus" means any bonus paid to a Participant by the Employer which is not Performance-Based Compensation.
2.34     "Specified Employee" means an Employee who meets the requirements for key employee treatment under Section 416(i)(l)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations thereunder and without regard to Section 416(i)(5) of the Code) at any time during the twelve month period ending on December 31 of each year (the "identification date"). If the person is a key employee as of any identification date, the person is treated as a Specified Employee for the twelve-month





period beginning on the first day of the fourth month following the identification date. Unless binding corporate action is taken to establish different rules for determining Specified Employees for all plans of the Company and its controlled group members that are subject to Section 409A of the Code, the foregoing rules and the other default rules under the regulations of Section 409A of the Code shall apply.
2.35     "Spouse" or ' 'Surviving Spouse" means, except as otherwise provided in the Plan, a person who is the legally married spouse or surviving spouse of a Participant.
2.36     "Unforeseeable Emergency" means an "unforeseeable emergency" within the meaning of Section 409A of the Code.
2.37     "Years of Service" means each Plan Year of Service completed by the Participant. For vesting purposes, Years of Service shall be calculated from the date designated in the Adoption Agreement and Service shall be based on service with the Company and all Participating Employers.

Section 3.      Participation:
The Committee in its discretion shall designate each Employee or Independent Contractor who is eligible to participate in the Plan. A Participant who Separates from Service with the Employer and who later returns to Service will not be an Active Participant under the Plan except upon satisfaction of such terms and conditions as the Committee shall establish upon the Participant's return to Service, whether or not the Participant shall have a balance remaining in his Deferred Compensation Account under the Plan on the date of the return to Service.






Section 4.      Credits to Deferred Compensation Account:
4.1    Participant Deferral Credits. To the extent provided in the Adoption Agreement, each Active Participant may elect, by entering into a Participation Agreement with the Employer, to defer the receipt of Compensation from the Employer by a dollar amount or percentage specified in the Participation Agreement. The amount of Compensation the Participant elects to defer, the Participant Deferral Credit, shall be credited by the Employer to the Deferred Compensation Account maintained for the Participant pursuant to Section 8. The following special provisions shall apply with respect to the Participant Deferral Credits of a Participant:

4.1.1    The Employer shall credit to the Participant's Deferred Compensation Account on each Crediting Date an amount equal to the total Participant Deferral Credit for the period ending on such Crediting Date.

4.1.2    An election pursuant to this Section 4.1 shall be made by the Participant by executing and delivering a Participation Agreement to the Committee. Except as otherwise provided in this Section 4.1, the Participation Agreement shall become effective with respect to such Participant as of the first day of January following the date such Participation Agreement is received by the Committee. A Participant's election may be changed at any time prior to the last permissible date for making the election as permitted in this Section 4.1, and shall thereafter be irrevocable. Any election of a Participant shall continue in effect for the time period as set forth in the Adoption Agreement and shall be described as evergreen or non-evergreen as appropriate.

4.1.3    A Participant may execute and deliver a Participation Agreement to the Committee within 30 days after the date the Participant first becomes eligible to participate in the Plan. After the 30 day period expires, or after any shorter time period as agreed to by the Participant and the Committee, the latest election made by the Participant during that period becomes irrevocable. Such election shall then be effective as of the first payroll period commencing following the date the Participation Agreement becomes irrevocable. Whether a Participant is treated as newly eligible for participation under this Section shall be determined in accordance with Section 409A of the Code and the regulations thereunder, including (i) rules that treat all elective deferral account balance plans as one plan, and (ii) rules that treat a previously eligible Employee as newly eligible if his benefits had been previously distributed or if he has been ineligible for 24 months. For Compensation that is earned based upon a specified performance period (for example, an annual bonus), where a deferral election is made under this





Section but after the beginning of the performance period, the election will only apply to the portion of the Compensation equal to the total amount of the Compensation for the service period multiplied by the ratio of the number of days remaining in the performance period after the date the election becomes irrevocable over the total number of days in the performance period.

4.1.4    A Participant may unilaterally modify a Participation Agreement (either to terminate, increase or decrease the portion of his future Compensation which is subject to deferral within the percentage limits set forth in Section 4.1 of the Adoption Agreement) by providing a written modification of the Participation Agreement to the Committee. The modification shall become effective as of the first day of January following the date such written modification is received by the Committee, or at such later date as required under Section 409A of the Code.

4.1.5    If the Participant performed services continuously from the later of the beginning of the performance period or the date upon which the performance criteria are established through the date upon which the Participant makes an initial deferral election, a Participation Agreement relating to the deferral of Performance-Based Compensation may be executed and delivered to the Committee no later than the date which is 6 months prior to the end of the performance period, provided that in no event may an election to defer Performance-Based Compensation be made after such Compensation has become readily ascertainable.

4.1.6    If the Employer has a fiscal year other than the calendar year, Compensation relating to Service in the fiscal year of the Employer (such as a bonus based on the fiscal year of the Employer), of which no amount is paid or payable during the fiscal year, may be deferred at the Participant's election if the election to defer is made not later than the close of the Employer's fiscal year next preceding the first fiscal year in which the Participant performs any services for which such Compensation is payable.

4.1.7    Compensation payable after the last day of the Participant's taxable year solely for services provided during the final payroll period containing the last day of the Participant's taxable year (i.e., December 31) is treated for purposes of this Section 4.1 as Compensation for services performed in the subsequent taxable year.

4.1.8    The Committee may from time to time establish policies or rules consistent with the requirements of Section 409A of the Code to govern the manner in which Participant Deferral Credits may be made.

4.1.9    If a Participant becomes Disabled all currently effective deferral elections for such Participant shall be cancelled. At the time the participant is no longer Disabled, subsequent elections to defer future compensation will be permitted under this Section 4.






4.1.10    If a Participant applies for and receives a distribution on account of an Unforeseeable Emergency, all currently effective deferral elections for such Participant shall be cancelled. Subsequent elections to defer future compensation will be permitted under this Section 4.

4.1.11    If a Participant receives a hardship distribution under Section 1.401(k)- 1(d)(3) of the Code, all currently effective deferral elections shall be cancelled. Subsequent elections to defer future compensation under this Section 4 will not be effective until the later of the beginning of the next calendar year or six months after the date of the hardship distribution. If the effective date of such an election occurs after the beginning of the next calendar year, as permitted by the Employer, a Participant may make elections for the next calendar year prior to January 1 st of the next calendar year, but these elections will not become effective until the end of the six month waiting period.

4.2    Employer Credits. If designated by the Employer in the Adoption Agreement, the Employer shall cause the Committee to credit to the Deferred Compensation Account of each Active Participant an Employer Credit as determined in accordance with the Adoption Agreement. A Participant must make distribution elections with respect to any Employer Credits credited to his Deferred Compensation Account by the deadline that would apply under Section 4.1 for distribution elections with respect to Participant Deferral Credits credited at the same time, on a Participation Agreement that is timely executed and delivered to the Committee pursuant to Section
4.1. If no distribution election is made, vested amounts in the Deferred Compensation Account will be distributed in a lump sum upon the earliest of any Qualifying Distribution Event limited to Separation from Service, Disability, Death or Change in Control.
4.3    Deferred Compensation Account. All Participant Deferral Credits and Employer Credits shall be credited to the Deferred Compensation Account of the Participant as provided in Section 8.





Section 5.      Qualifying Distribution Events:

5.1    Separation from Service. If the Participant Separates from Service with the Employer, the vested balance in the Deferred Compensation Account shall be paid to the Participant by the Employer as provided in Section 7. Notwithstanding the foregoing,
no distribution shall be made earlier than six months after the date of Separation from Service (or, if earlier, the date of death) with respect to a Participant who as of the date of Separation from Service is a Specified Employee of a corporation the stock in which is traded on an established securities market or otherwise. Any payments to which such Specified Employee would be entitled during the first six months following the date of Separation from Service shall be accumulated and paid on the first day of the seventh month following the date of Separation from Service, and shall be adjusted for deemed investment gain and loss incurred during the six month period.
5.2    Disability. If the Employer designates in the Adoption Agreement that distributions are permitted under the Plan when a Participant becomes Disabled, and the Participant becomes Disabled while in Service, the vested balance in the Deferred Compensation Account shall be paid to the Participant by the Employer as provided in Section 7.
5.3    Death. If the Participant dies while in Service, the Employer shall pay a benefit to the Participant's Beneficiary in the amount designated in the Adoption Agreement. Payment of such benefit shall be made by the Employer as provided in Section 7.
5.4    In-Service or Education Distributions. If the Employer designates in the Adoption Agreement that in-service or education distributions are permitted under the





Plan, a Participant may designate in the Participation Agreement to have a specified amount credited to the Participant's In-Service or Education Account for in-service or education distributions at the date specified by the Participant. In no event may an in- service or education distribution of an amount be made before the date that is two years
after the first day of the year in which any deferral election to such In-Service or Education Account became effective. Notwithstanding the foregoing, if a Participant incurs a Qualifying Distribution Event prior to the date on which the entire balance in the In-Service or Education Account has been distributed, then the vested balance in the In- Service or Education Account on the date of the Qualifying Distribution Event shall be paid as provided under Section 7.1 for payments on such Qualifying Distribution Event.
5.5    Change in Control Event. If the Employer designates in the Adoption Agreement that distributions are permitted under the Plan upon the occurrence of a Change in Control Event, the Participant may designate in the Participation Agreement to have the vested balance in the Deferred Compensation Account paid to the Participant upon a Change in Control Event by the Employer as provided in Section 7.
5.6    Unforeseeable Emergency. If the Employer designates in the Adoption Agreement that distributions are permitted under the Plan upon the occurrence of an Unforeseeable Emergency event, a distribution from the Deferred Compensation Account may be made to a Participant in the event of an Unforeseeable Emergency, subject to the following provisions:
5.6.1    A Participant may, at any time prior to his Separation from Service for any reason, make application to the Committee to receive a distribution in a lump sum of all or a portion of the vested balance in the Deferred Compensation Account (determined as of the date the distribution, if any, is made under this Section 5.6) because of an Unforeseeable Emergency. A distribution because of an Unforeseeable Emergency shall not exceed the amount required to satisfy the Unforeseeable Emergency plus amounts





necessary to pay taxes reasonably anticipated as a result of such distribution, after taking into account the extent to which the Unforeseeable Emergency may be relieved through reimbursement or compensation by insurance or otherwise or by liquidation of the Participant's assets (to the extent the liquidation of such assets would not itself cause severe financial hardship) or by stopping current deferrals under the Plan pursuant to Section 4.1.10.

5.6.2    The Participant's request for a distribution on account of Unforeseeable Emergency must be made in writing to the Committee. The request must specify the nature of the financial hardship, the total amount requested to be distributed from the Deferred Compensation Account, and the total amount of the actual expense incurred or to be incurred on account of the Unforeseeable Emergency.

5.6.3    If a distribution under this Section 5.6 is approved by the Committee, such distribution will be made as soon as practicable following the date it is approved. The processing of the request shall be completed as soon as practicable from the date on which the Committee receives the properly completed written request for a distribution on account of an Unforeseeable Emergency. If a Participant's Separation from Service occurs after a request is approved in accordance with this Section 5.6.3, but prior to distribution of the full amount approved, the approval of the request shall be automatically null and void and the benefits which the Participant is entitled to receive under the Plan shall be distributed in accordance with the applicable distribution provisions of the Plan.

5.6.4    The Committee may from time to time adopt additional policies or rules consistent with the requirements of Section 409A of the Code to govern the manner in which such distributions may be made so that the Plan may be conveniently administered.

Section 6.      Vesting:

A Participant shall be fully vested in the portion of his Deferred Compensation Account attributable to Participant Deferral Credits, and all income, gains and losses attributable thereto. A Participant shall become fully vested in the portion of his Deferred Compensation Account attributable to Employer Credits, and income, gains and losses attributable thereto, in accordance with the vesting schedule and provisions designated by the Employer in the Adoption Agreement. If a Participant's Deferred Compensation Account is not fully vested upon Separation from Service, the portion of the Deferred Compensation Account that is not fully vested shall thereupon be forfeited.





Section 7.      Distribution Rules:

7.1    Payment Options. The Employer shall designate in the Adoption Agreement the payment options which may be elected by the Participant (lump sum, annual installments, or a combination of both). Different payment options may be made available for each Qualifying Distribution Event, and different payment options may be available for different types of Separations from Service, all as designated in the Adoption Agreement. The Participant shall elect in the Participation Agreement the method under which the vested balance in the Deferred Compensation Account will be distributed from among the designated payment options. The Participant may at such time elect a different method of payment for each Qualifying Distribution Event as specified in the Adoption Agreement. If the Participant is permitted by the Employer in the Adoption Agreement to elect different payment options and does not make a valid election, the vested balance in the Deferred Compensation Account will be distributed as a lump sum upon the Qualifying Distribution Event.
Notwithstanding the foregoing, if certain Qualifying Distribution Events occur prior to the date on which the vested balance of a Participant's Deferred Compensation Account is completely paid pursuant to this Section 7.1 following the occurrence of certain initial Qualifying Distribution Events, the following rules apply:
7.1.1    If the initial Qualifying Distribution Event is a Separation from Service or Disability, and the Participant subsequently dies, the remaining unpaid vested balance of a Participant's Deferred Compensation Account shall be paid as a lump sum.

7.1.2    If the initial Qualifying Distribution Event is a Change in Control Event, and any subsequent Qualifying Distribution Event occurs (except an In-Service or Education Distribution described in Section 2.29(iv)), the remaining unpaid vested balance of a Participant's Deferred Compensation Account shall be paid as provided under Section 7.1 for payments on such subsequent Qualifying Distribution Event.






7.2    Timing of Payments. Payment shall be made in the manner elected by the Participant and shall commence as soon as practicable after (but no later than 60 days after) the distribution date specified for the Qualifying Distribution Event. For each payment, the Committee must specify a date for the Deferred Compensation Account(s)
to be valued. In the event the Participant fails to make a valid election of the payment method, the distribution will be made in a single lump sum payment as soon as practicable after (but no later than 60 days after) the Qualifying Distribution Event. A payment may be further delayed to the extent permitted in accordance with regulations and guidance under Section 409A of the Code.
7.3    Installment Payments. If the Participant elects to receive installment payments upon a Qualifying Distribution Event, the payment of each installment shall be made on the anniversary of the date of the first installment payment, and the amount of the installment shall be adjusted on such anniversary for credits or debits to the Participant's account pursuant to Section 8 of the Plan. Such adjustment shall be made by dividing the balance in the Deferred Compensation Account on such date by the number of installments remaining to be paid hereunder; provided that the last installment due under the Plan shall be the entire amount credited to the Participant's account on the date of payment.
7.4    De Minimis Amounts. Notwithstanding any payment election made by the Participant, if the Employer designates a pre-determined de minimis amount in the Adoption Agreement, the vested balance in all Deferred Compensation Accounts of the Participant will be distributed in a single lump sum payment if at the time of a permitted Qualifying Distribution Event the vested balance does not exceed such pre-determined





de minimis amount; provided, however, that such distribution will be made only where the Qualifying Distribution Event is a Separation from Service, death, Disability (if applicable) or Change in Control Event (if applicable). Such payment shall be made on or before the later of (i) December 31 of the calendar year in which the Qualifying
Distribution Event occurs, or (ii) the date that is 2-1/2 months after the Qualifying Distribution Event occurs. In addition, the Employer may distribute a Participant's vested balance in all of the Participant’s Deferred Compensation Accounts at any time if the balance does not exceed the limit in Section 402(g)(1)(B) of the Code and results in the termination of the Participant's entire interest in the Plan as provided under Section 409A of the Code.
7.5    Subsequent Elections. With the consent of the Committee, a Participant may delay or change the method of payment of the Deferred Compensation Account subject to the following requirements:
7.5.1    The new election may not take effect until at least 12 months after the date on which the new election is made.

7.5.2    If the new election relates to a payment for a Qualifying Distribution Event other than the death of the Participant, the Participant becoming Disabled, or an Unforeseeable Emergency, the new election must provide for the deferral of the payment for a period of at least five years from the date such payment would otherwise have been made.

7.5.3    If the new election relates to a payment from the In-Service or Education Account, the new election must be made at least 12 months prior to the date of the first scheduled payment from such account.

For purposes of this Section 7.5 and Section 7.6, a payment is each separately identified amount to which the Participant is entitled under the Plan; provided, that entitlement to a series of installment payments is treated as the entitlement to a single payment.





7.6    Acceleration Prohibited. The acceleration of the time or schedule of any payment due under the Plan is prohibited except as expressly provided in regulations and administrative guidance promulgated under Section 409A of the Code (such as accelerations for domestic relations orders and employment taxes). It is not an
acceleration of the time or schedule of payment if the Employer waives or accelerates the vesting requirements applicable to a benefit under the Plan.
7.7    Residual Distributions. If calculation of the amount of any credit to a Participant’s Deferred Compensation Account is not administratively practicable due to events beyond the control of the Employer, payments may be made to the Participant for residual amounts contributed to or remaining in a Deferred Compensation Account after payments under the provisions of this Section 7 have commenced or been completed. The residual amount shall be credited to the Deferred Compensation Account when the calculation of the amount becomes administratively practicable. Examples of residual amounts include, but are not limited to, additional investment returns credited after payment (due to dividends or pricing changes) or additional contributions made after payment (such as an annual bonus deferral or an Employer Credit). Payments that would have been made had the residual amount been calculable at the benefit commencement date shall be made up as soon as practicable after crediting to the Deferred Compensation Account, in no case later than the end of the year in which calculation of the amount becomes administratively practicable.
7.8    Ineffective Deferrals. If a Participant deferral election under Section 4 to contribute to an In-Service or Education Account carries over to a subsequent year (an evergreen election) and the deferral election is ineffective (i.e., the distribution election





would cause payment in the current or prior years), the amount deferred will be credited to a Deferred Compensation Account that is not an In-Service or Education Account. If the Participant only has one account of this type, the amount deferred will be credited to that account. If the Participant has multiple accounts of this type, and one of the accounts has a lump sum at Separation from Service distribution election, the amount deferred will be credited to that account. If the Participant has multiple accounts of this type and does not have an account with a lump sum at Separation from Service distribution election, one will be established with a lump sum at Separation from Service distribution election and the amount deferred will be credited to this account.

Section 8.      Accounts; Deemed Investment; Adjustments to Account:
8.1    Accounts. The Committee shall establish a book reserve account, entitled the "Deferred Compensation Account," on behalf of each Participant. The Committee shall also establish an In-Service or Education Account as a part of the Deferred Compensation Account of each Participant, if applicable. The amount credited to the Deferred Compensation Account shall be adjusted pursuant to the provisions of Section 8.3.
8.2    Deemed Investments. The Deferred Compensation Account of a Participant shall be credited with an investment return determined as if the account were invested in one or more investment funds made available by the Committee. The Participant shall elect the investment funds in which his Deferred Compensation Account shall be deemed to be invested. Such election shall be made in the manner prescribed by the Committee and shall take effect upon the entry of the Participant into the Plan. The





investment election of the Participant shall remain in effect until a new election is made by the Participant. In the event the Participant fails for any reason to make an effective election of the investment return to be credited to his account, the investment return shall be determined by the Committee.
8.3    Adjustments to Deferred Compensation Account. With respect to each Participant who has a Deferred Compensation Account under the Plan, the amount credited to such account shall be adjusted by the following debits and credits, at the times and in the order stated:

8.3.1    The Deferred Compensation Account shall be debited each business day with the total amount of any payments made from such account since the last preceding business day to him or for his benefit. Unless otherwise specified by the Employer, each deemed investment fund will be debited pro-rata based on the value of the investment funds as of the end of the preceding business day.

8.3.2    The Deferred Compensation Account shall be credited on each Crediting Date with the total amount of any Participant Deferral Credits and Employer Credits to such account since the last preceding Crediting Date.

8.3.3    The Deferred Compensation Account shall be credited or debited on each day securities are traded on a national stock exchange with the amount of deemed investment gain or loss resulting from the performance of the deemed investment funds elected by the Participant in accordance with Section 8.2. The amount of such deemed investment gain or loss shall be determined by the Committee and such determination shall be final and conclusive upon all concerned.

Section 9.      Administration by Committee:
9.1    Membership of Committee. If the Committee consists of individuals appointed by the Board, they will serve at the pleasure of the Board. Any member of the Committee may resign, and his successor, if any, shall be appointed by the Board.
9.2    General Administration . The Committee shall be responsible for the operation and administration of the Plan and for carrying out its provisions. The





Committee shall have the full authority and discretion to make, amend, interpret, and enforce all appropriate rules and regulations for the administration of this Plan and decide or resolve any and all questions, including interpretations of this Plan, as may arise in connection with this Plan. Any such action taken by the Committee shall be final and conclusive on any party. To the extent the Committee has been granted discretionary
authority under the Plan, the Committee’s prior exercise of such authority shall not obligate it to exercise its authority in a like fashion thereafter. The Committee shall be entitled to rely conclusively upon all tables, valuations, certificates, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by the Employer with respect to the Plan. The Committee may, from time to time, employ agents and delegate to such agents, including Employees of the Employer, such administrative or other duties as it sees fit.
9.3    Indemnification . To the extent not covered by insurance, the Employer shall indemnify the Committee, each Employee, officer, director, and agent of the Employer, and all persons formerly serving in such capacities, against any and all liabilities or expenses, including all legal fees relating thereto, arising in connection with the exercise of their duties and responsibilities with respect to the Plan, provided however that the Employer shall not indemnify any person for liabilities or expenses due to that person’s own gross negligence or willful misconduct.

Section 10.      Contractual Liability, Trust:
10.1    Contractual Liability. Unless otherwise elected in the Adoption Agreement, the Company shall be obligated to make all payments hereunder. This





obligation shall constitute a contractual liability of the Company to the Participants, and such payments shall be made from the general funds of the Company. The Company shall not be required to establish or maintain any special or separate fund, or otherwise to segregate assets to assure that such payments shall be made, and the Participants shall not have any interest in any particular assets of the Company by reason of its obligations hereunder. To the extent that any person acquires a right to receive payment from the
Company under the Plan, such right shall be no greater than the right of an unsecured creditor of the Company.
10.2    Trust. The Employer may establish a trust to assist it in meeting its obligations under the Plan. Any such trust shall conform to the requirements of a grantor trust under Revenue Procedures 92-64 and 92-65 and at all times during the continuance of the trust the principal and income of the trust shall be subject to claims of general creditors of the Employer under federal and state law. The establishment of such a trust would not be intended to cause Participants to realize current income on amounts contributed thereto, and the trust would be so interpreted and administered.

Section 11.      Allocation of Responsibilities:
The persons responsible for the Plan and the duties and responsibilities allocated to each are as follows:

11.1
Board.

(i)
To amend the Plan;
(ii)
To appoint and remove members of the Committee; and
(iii)
To terminate the Plan as permitted in Section 14.






11.2
Committee.
(i)
To designate Participants;
(ii)
To interpret the provisions of the Plan and to determine the rights
of the Participants under the Plan, except to the extent otherwise provided in Section 16 relating to claims procedure;

(iii)
To administer the Plan in accordance with its terms, except to the
extent powers to administer the Plan are specifically delegated to another person or persons as provided in the Plan;

(iv)
To account for the amount credited to the Deferred Compensation Account of a Participant;

(v)
To direct the Employer in the payment of benefits;

(vi)
To file such reports as may be required with the United States Department of Labor, the Internal Revenue Service and any other government agency to which reports may be required to be submitted from time to time; and

(vii)
To administer the claims procedure to the extent provided in Section 16.

Section 12.      Benefits Not Assignable; Facility of Payments:
12.1    Benefits Not Assignable. No portion of any benefit credited or paid under the Plan with respect to any Participant shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt so to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void, nor shall any portion of such benefit be in any manner payable to any assignee, receiver or any one trustee, or be liable for his debts, contracts, liabilities, engagements or torts.
12.2    Plan-Approved Domestic Relations Orders. The Committee shall establish procedures for determining whether an order directed to the Plan is a Plan- Approved Domestic Relations Order. If the Committee determines that an order is a Plan-Approved Domestic Relations Order, the Committee shall cause the payment of





amounts pursuant to or segregate a separate account as provided by (and to prevent any payment or act which might be inconsistent with) the Plan-Approved Domestic Relations Order notwithstanding Section 12.1.
12.3    Payments to Minors and Others. If any individual entitled to receive a payment under the Plan shall be physically, mentally or legally incapable of receiving or acknowledging receipt of such payment, the Committee, upon the receipt of satisfactory evidence of his incapacity and satisfactory evidence that another person or institution is maintaining him and that no guardian or committee has been appointed for him, may
cause any payment otherwise payable to him to be made to such person or institution so maintaining him. Payment to such person or institution shall be in full satisfaction of all claims by or through the Participant to the extent of the amount thereof.

Section 13.      Beneficiary:
The Participant's Beneficiary shall be the person, persons, entity or entities designated by the Participant on the Beneficiary designation form provided by and filed with the Committee or its designee. If the Participant does not designate a Beneficiary, the Beneficiary shall be his Surviving Spouse. If the Participant does not designate a Beneficiary and has no Surviving Spouse, the Beneficiary shall be the Participant's estate. The designation of a Beneficiary may be changed or revoked only by filing a new Beneficiary designation form with the Committee or its designee. If a Beneficiary (the "primary Beneficiary") is receiving or is entitled to receive payments under the Plan and dies before receiving all of the payments due him, the balance to which he is entitled shall be paid to the contingent Beneficiary, if any, named in the Participant's current





Beneficiary designation form. If there is no contingent Beneficiary, the balance shall be paid to the estate of the primary Beneficiary. Any Beneficiary may disclaim all or any part of any benefit to which such Beneficiary shall be entitled hereunder by filing a written disclaimer with the Committee before payment of such benefit is to be made.
Such a disclaimer shall be made in a form satisfactory to the Committee and shall be irrevocable when filed. Any benefit disclaimed shall be payable from the Plan in the same manner as if the Beneficiary who filed the disclaimer had predeceased the Participant.

Section 14.      Amendment and Termination of Plan:
The Company may amend any provision of the Plan or terminate the Plan at any time; provided, that in no event shall such amendment or termination reduce the balance in any Participant's Deferred Compensation Account as of the date of such amendment or termination, nor shall any such amendment materially adversely affect the Participant relating to the payment of such Deferred Compensation Account. Notwithstanding the foregoing, the following special provisions shall apply:
14.1    Termination in the Discretion of the Employer. Except as otherwise provided in Sections 14.2, the Company in its discretion may terminate the Plan and distribute benefits to Participants subject to the following requirements and any others specified under Section 409A of the Code:

14.1.1    All arrangements sponsored by the Employer that would be aggregated with the Plan under Section 1.409A-l(c) of the Treasury Regulations are terminated.

14.1.2    No payments other than payments that would be payable under the terms of the Plan if the termination had not occurred are made within 12 months of the termination date.






14.1.3
All benefits under the Plan are paid within 24 months of the termination
date.

14.1.4    The Employer does not adopt a new arrangement that would be aggregated with the Plan under Section 1.409A-1(c) of the Treasury Regulations providing for the deferral of compensation at any time within 3 years following the date of termination of the Plan.

14.1.5    The termination does not occur proximate to a downturn in the financial health of the Employer.

14.2    Termination Upon Change in Control Event. If the Company terminates the Plan within thirty days preceding or twelve months following a Change in Control Event, the Deferred Compensation Account of each Participant shall become
payable to the Participant in a lump sum within twelve months following the date of termination, subject to the requirements of Section 409A of the Code.

Section 15.      Communication to Participants:
The Employer shall make a copy of the Plan available for inspection by Participants and their beneficiaries during reasonable hours at the principal office of the Employer.

Section 16.      Claims Procedure:

The following claims procedure shall apply with respect to the Plan:
16.1    Filing of a Claim for Benefits. If a Participant or Beneficiary (the "claimant") believes that he is entitled to benefits under the Plan which are not being paid to him or which are not being accrued for his benefit, he shall file a written claim therefore with the Committee.





16.2    Notification to Claimant of Decision. Within 90 days after receipt of a claim by the Committee (or within 180 days if special circumstances require an extension of time), the Committee shall notify the claimant of the decision with regard to the claim. In the event of such special circumstances requiring an extension of time, there shall be furnished to the claimant prior to expiration of the initial 90-day period written notice of the extension, which notice shall set forth the special circumstances and the date by which the decision shall be furnished. If such claim shall be wholly or partially denied, notice thereof shall be in writing and worded in a manner calculated to be understood by the claimant, and shall set forth: (i) the specific reason or reasons for the denial; (ii) specific reference to pertinent provisions of the Plan on which the denial is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why such material or information is necessary; and (iv) an explanation of the procedure for review of the denial and the time limits applicable to such procedures, including a statement of the claimant's right to bring a civil action under ERISA following an adverse benefit determination on review. Notwithstanding the foregoing, if the claim relates to a disability determination, the Committee shall notify the claimant of the decision within 45 days (which may be extended for an additional 30 days if required by special circumstances).
16.3    Procedure for Review. Within 60 days following receipt by the claimant of notice denying his claim, in whole or in part, or, if such notice shall not be given, within 60 days following the latest date on which such notice could have been timely given, the claimant may appeal denial of the claim by filing a written application for review with the Committee. Following such request for review, the Committee shall fully





and fairly review the decision denying the claim. Prior to the decision of the Committee, the claimant shall be given an opportunity to review pertinent documents and to submit issues and comments in writing.
16.4    Decision on Review. The decision on review of a claim denied in whole or in part by the Committee shall be made in the following manner:
16.4.1    Within 60 days following receipt by the Committee of the request for review (or within 120 days if special circumstances require an extension of time), the Committee shall notify the claimant in writing of its decision with regard to the claim. In the event of such special circumstances requiring an extension of time, written notice of the extension shall be furnished to the claimant prior to the commencement of the extension. Notwithstanding the foregoing, if the claim relates to a disability determination, the Committee shall notify the claimant of the decision within 45 days (which may be extended for an additional 45 days if required by special circumstances).

16.4.2    With respect to a claim that is denied in whole or in part, the decision on review shall set forth specific reasons for the decision, shall be written in a manner calculated to be understood by the claimant, and shall set forth:

(i)
the specific reason or reasons for the adverse determination;

(ii)
specific reference to pertinent Plan provisions on which the adverse determination is based;

(iii)
a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and

(iv)
a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about such procedures, as well as a statement of the claimant’s right to bring an action under ERISA section 502(a).

16.4.3
The decision of the Committee shall be final and conclusive.

16.5    Action by Authorized Representative of Claimant. All actions set forth in this Section 16 to be taken by the claimant may likewise be taken by a representative





of the claimant duly authorized by him to act in his behalf on such matters. The Committee may require such evidence of the authority to act of any such representative as it may reasonably deem necessary or advisable.

Section 17.      Miscellaneous Provisions:
17.1    Set off. The Employer may at any time offset a Participant's Deferred Compensation Account by an amount up to $5,000 to collect the amount of any loan, cash advance, extension of other credit or other obligation of the Participant to the Employer that is then due and payable in accordance with the requirements of Section 409A of the Code.
17.2    Notices. Each Participant who is not in Service and each Beneficiary shall be responsible for furnishing the Committee or its designee with his current address for the mailing of notices and benefit payments. Any notice required or permitted to be given
to such Participant or Beneficiary shall be deemed given if directed to such address and mailed by regular United States mail, first class, postage prepaid. If any check mailed to such address is returned as undeliverable to the addressee, mailing of checks will be suspended until the Participant or Beneficiary furnishes the proper address. This provision shall not be construed as requiring the mailing of any notice or notification otherwise permitted to be given by posting or by other publication.
17.3    Lost Distributees. A benefit shall be deemed forfeited if the Committee is unable to locate the Participant or Beneficiary to whom payment is due by the fifth anniversary of the date payment is to be made or commence; provided, that the deemed investment rate of return pursuant to Section 8.2 shall cease to be applied to the





Participant's account following the first anniversary of such date; provided further, however, that such benefit shall be reinstated if a valid claim is made by or on behalf of the Participant or Beneficiary for all or part of the forfeited benefit.
17.4    Reliance on Data. The Employer and the Committee shall have the right to rely on any data provided by the Participant or by any Beneficiary. Representations of such data shall be binding upon any party seeking to claim a benefit through a Participant, and the Employer and the Committee shall have no obligation to inquire into the accuracy of any representation made at any time by a Participant or Beneficiary.
17.5    Headings. The headings and subheadings of the Plan have been inserted for convenience of reference and are to be ignored in any construction of the provisions hereof.
17.6    Continuation of Employment. The establishment of the Plan shall not be construed as conferring any legal or other rights upon any Employee or any persons for
continuation of employment, nor shall it interfere with the right of the Employer to discharge any Employee or to deal with him without regard to the effect thereof under the Plan.
17.7    Merger or Consolidation; Assumption of Plan. No Employer shall consolidate or merge into or with another corporation or entity, or transfer all or substantially all of its assets to another corporation, partnership, trust or other entity (a "Successor Entity") unless such Successor Entity shall assume the rights, obligations and liabilities of the Employer under the Plan and upon such assumption, the Successor Entity shall become obligated to perform the terms and conditions of the Plan. Nothing herein





shall prohibit the assumption of the obligations and liabilities of the Employer under the Plan by any Successor Entity.
17.8    Construction. The Employer shall designate in the Adoption Agreement the state according to whose laws the provisions of the Plan shall be construed and enforced, except to the extent that such laws are superseded by ERISA and the applicable requirements of the Code.
17.9    Taxes. The Employer or other payor may withhold a benefit payment under the Plan or a Participant's wages, or the Employer may reduce a Participant's Deferred Compensation Account balance, in order to meet any federal, state, or local or employment tax withholding obligations with respect to Plan benefits, as permitted under Section 409A of the Code. The Employer or other payor shall report Plan payments and other Plan-related information to the appropriate governmental agencies as required under applicable laws.


EXHIBIT 10.3


NOTE: Execution of this Adoption Agreement creates a legal liability of the Employer with significant tax consequences to the Employer and Participants. Principal Life Insurance Company disclaims all liability for the legal and tax consequences which result from the elections made by the Employer in this Adoption Agreement.

Principal Life Insurance Company, Raleigh, NC 27612
A member of the Principal Financial Group ®




THE EXECUTIVE NONQUALIFIED EXCESS PLAN ADOPTION AGREEMENT
THIS AGREEMENT is the adoption by Federal Agricultural Mortgage Corporation (the "Company") of the Executive Nonqualified Excess Plan ("Plan").

W I T N E S S E T H:

WHEREAS, the Company desires to adopt the Plan as an unfunded, nonqualified deferred compensation plan; and

WHEREAS, the provisions of the Plan are intended to comply with the requirements of Section 409A of the Code and the regulations thereunder and shall apply to amounts subject to section 409A; and

WHEREAS, the Company has been advised by Principal Life Insurance Company to obtain legal and tax advice from its professional advisors before adopting the Plan,

NOW, THEREFORE, the Company hereby adopts the Plan in accordance with the terms and conditions set forth in this Adoption Agreement:

ARTICLE I

Terms used in this Adoption Agreement shall have the same meaning as in the
Plan, unless some other meaning is expressly herein set forth. The Employer hereby represents and warrants that the Plan has been adopted by the Employer upon proper authorization and the Employer hereby elects to adopt the Plan for the benefit of its Participants as referred to in the Plan. By the execution of this Adoption Agreement, the Employer hereby agrees to be bound by the terms of the Plan.

ARTICLE II

The Employer hereby makes the following designations or elections for the purpose of the Plan:

2.6    Committee:     The duties of the Committee set forth in the Plan shall be satisfied by:

    (a)    Company

(b)    The administrative committee appointed by the Board to serve at the pleasure of the Board.

    (c)    Board.

XX      (d)    Other (specify): The Compensation Committee of the Board .



DD2320-7





2.8      Compensation: The "Compensation" of a Participant shall mean all of a Participant's:
XX      (a)    Base salary.

    (b)    Service Bonus.

Service Bonus earned from 1/1 – 12/31 , paid on or around first quarter of the following Plan Year.

Service Bonus earned each calendar quarter, paid on or around the following calendar quarter..

     Service Bonus with no defined earnings period (e.g.: a “spot bonus”)


XX      (c)    Performance-Based Compensation earned in a period of 12 months or more.

XX
Performance Based Bonus earned from 1/1 – 12/31 , paid on or around first quarter the following Plan Year and whose elections must be made no later than 6/30 of the Plan Year it is earned.

          Performance Based Bonus earned from      , paid on or around
the following Plan Year and whose elections must be made no later than      of the Plan Year it is earned.
 
.
 
(d)
Commissions.
 
(e)
Compensation received as an Independent Contractor reportable on Form 1099.
 
(f)
Other:     


2.9      Crediting Date: The Deferred Compensation Account of a Participant shall be credited as follows:

Participant Deferral Credits at the time designated below:
XX      (a)    On any business day as specified by the Employer.

    (b)    Each pay day as reported by the Employer.

    (c)    The last business day of each payroll period during the Plan Year.


Employer Credits at the time designated below:

XX      (a)    On any business day as specified by the Employer.






2.13    Effective Date:
XX      (a)    This is a newly-established Plan, and the Effective Date of the Plan is
May 1, 2017 .


2.20    Normal Retirement Age: The Normal Retirement Age of a Participant shall be:
XX      (a)    Age 65 .

(b)    The later of age      or the      anniversary of the participation commencement date. The participation commencement date is the first day of the first Plan Year in which the Participant commenced participation in the Plan.

    (c)    Other:      .


2.23
Participating Employer(s): As of the Effective Date, the following Participating Employer(s) are parties to the Plan:

Name of Employer
EIN
Federal Agricultural Mortgage
    Corporation

    52-1578738




2.26    Plan: The name of the Plan is

Nonqualified Deferred Compensation Plan of Federal Agricultural Mortgage Corporation


2.28    Plan Year: The Plan Year shall end each year on the last day of the month of December .


2.30    Seniority Date: The date on which a Participant has:

    (a)    Attained age .

    (b)    Completed Years of Service from First Date of Service.

    (c)    Attained age and completed Years of Service from First Date of Service.

XX
(d)    Not applicable – distribution elections for Separation from Service are not based on Seniority Date






4.1      Participant Deferral Credits: Subject to the limitations in Section 4.1 of the Plan, a Participant may elect to have his Compensation (as selected in Section 2.8 of this Adoption Agreement)
deferred within the annual limits below by the following percentage or amount as designated in writing to the Committee:

XX      (a)    Base salary:

minimum deferral:
 
      %
maximum deferral:
80
%

    (b)    Service Bonus:

     Service Bonus .

minimum deferral:     
%
maximum deferral:     
%


XX      (c)    Performance-Based Compensation:

XX      Performance Based Bonus

minimum deferral:
 
      %
maximum deferral:
80
%


    (d)    Commissions:

minimum deferral:     
%
maximum deferral:     
%

    (e)    Form 1099 Compensation:

minimum deferral:     
%
maximum deferral:     
%

    (f)    Other:

minimum deferral:     
%
maximum deferral:     
%

    (g)    Participant deferrals not allowed.






4.1.2    Participant Deferral Credits and Employer Credits – Election Period: Participant elections regarding Participant Deferral Credits and Employer Credits shall be subject to the following effective periods (one must be selected):
(a)    Evergreen election. An election made by the Participant shall continue in effect for subsequent years until modified by the Participant as permitted in Section
4.1 and Section 4.2. (This option is not permitted if source year accounts are elected in Section 5.1)

XX
(b)    Non-Evergreen election. Any election made by the Participant shall only remain in effect for the current election period and will then expire. An election for each subsequent year will be required as permitted in Sections 4.1 and 4.2.


4.2
Employer Credits: Employer Credits will be made in the following manner:
XX
(a)     Employer Credits : The Employer may make credits to the Deferred Compensation Account of each Active Participant in an amount determined as follows:
    (i)    An amount determined each Plan Year by the Employer.

XX      (ii)    Other: See formula for Employer Credits in Appendix A .

(b)     Other Employer Credits : The Employer may make other credits to the Deferred Compensation Account of each Active Participant in an amount determined as follows:
    (i)    An amount determined each Plan Year by the Employer.

    (ii)    Other:      .

    (c)    Employer Credits not allowed.






5.1      Deferred Compensation Account: The Participant is permitted to establish the following accounts:
XX
(a)        Non-source year account(s). Deferred Compensation Account(s) will not be established on a source year basis:

(i)    A Participant may establish only one account to be distributed upon Separation from Service. One set of payment options for that account is allowed as permitted in Section 7.1. Additional In-Service or Education accounts may be established as permitted in Section 5.4.

XX
(ii)    A Participant may establish multiple accounts to be distributed upon Separation from Service. Each account may have one set of payment options as permitted in Section 7.1 Additional In-Service or Education accounts may be established as permitted in Section 5.4.
If this multiple account option is elected, the Participant will also be required to elect Separation from Service payment options for each In- Service or Education account established.

(b)    Source year account(s): Annual Deferred Compensation Account(s) will be established each year in which Participant Deferral Credits or Employer Credits are credited to the Participant. Only one account may be established each
year for distribution upon Separation from Service. One set of payment options for that account is allowed as permitted in Section 7.1. Additional In- Service or Education accounts may be established for each source year as permitted in Section 5.4. If this option is selected, Evergreen elections as described in Section 4.1.2 are not permitted.


5.2
Disability of a Participant:
XX
(a)    A Participant's becoming Disabled shall be a Qualifying Distribution Event and the Deferred Compensation Account shall be paid by the Employer as
provided in Section 7.1.

    (b)    A Participant becoming Disabled shall not be a Qualifying Distribution Event.



5.3      Death of a Participant: If the Participant dies while in Service, the Employer shall pay a benefit to the Beneficiary in an amount equal to the vested balance in the Deferred Compensation Account of the Participant determined as of the date payments to the Beneficiary commence, plus:
    (a)    An amount to be determined by the Committee.

XX      (b)    No additional benefits.






5.4      In-Service or Education Distributions: In-Service and Education Accounts are permitted under the Plan:
XX      (a)    In-Service Accounts are allowed with respect to:
XX      Participant Deferral Credits only.
    Employer Credits only.
    Participant Deferral and Employer Credits.

In-service distributions may be made in the following manner:
XX      Single lump sum payment.
XX      Annual installments over a term certain not to exceed 5 years.

Education Accounts are allowed with respect to:
    Participant Deferral Credits only.
    Employer Credits only.
    Participant Deferral and Employer Credits.

Education Accounts distributions may be made in the following manner:
    Single lump sum payment.
    Annual installments over a term certain not to exceed years.

If applicable, amounts not vested at the time payments due under this Section cease will be:
    Forfeited
    Distributed at Separation from Service if vested at that time

    (b)    No In-Service or Education Distributions permitted.


5.5
Change in Control Event:
(a)    Participants may elect upon initial enrollment to have accounts distributed upon a Change in Control Event.

XX      (b)    A Change in Control shall not be a Qualifying Distribution Event.


5.6
Unforeseeable Emergency Event:
XX
(a)    Participants may apply to have accounts distributed upon an Unforeseeable Emergency event.

    (b)    An Unforeseeable Emergency shall not be a Qualifying Distribution Event






6.    Vesting: An Active Participant shall be fully vested in the Employer Credits made to the Deferred Compensation Account upon the first to occur of the following events:

 
(a)
Normal Retirement Age.
XX
(b)
Death.
XX
(c)
Disability.
 
(d)
Change in Control Event
XX
(e)
Satisfaction of the vesting requirement as specified below:
 
XX
Employer Credits:
 
(i)
Immediate 100% vesting.
XX
(ii)
100% vesting after 3   Years of Service.
 
(iii)
100% vesting at age .
 
(iv)
Number of Years Vested
of Service Percentage

Less than
1
      %
 
1
      %
 
2
      %
 
3
      %
 
4
      %
 
5
      %
 
6
      %
 
7
      %
 
8
      %
 
9
      %
 
10 or more
      %


For this purpose, Years of Service of a Participant shall be calculated from the date designated below:

    (1)    First day of Service.

XX      (2)    Effective date of Plan participation.

(3)    Each Crediting Date. Under this option (3), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which each Employer Discretionary Credit is made to his or her Deferred Compensation Account.






    Other Employer Credits:

 
(i)
Immediate 100% vesting.
 
(ii)
100% vesting after Years of Service.
 
(iii)
100% vesting at age .
 
(iv)
Number of Years Vested
of Service Percentage

Less than
1
      %
 
1
      %
 
2
      %
 
3
      %
 
4
      %
 
5
      %
 
6
      %
 
7
      %
 
8
      %
 
9
      %
 
10 or more
      %


For this purpose, Years of Service of a Participant shall be calculated from the date designated below:

    (1)    First day of Service.

    (2)    Effective date of Plan participation.

(3)    Each Crediting Date. Under this option (3), each Employer Credit shall vest based on the Years of Service of a Participant from the Crediting Date on which each Employer Discretionary Credit is made to his or her Deferred Compensation Account.

7.1      Payment Options: Any benefit payable under the Plan upon a permitted Qualifying Distribution Event may be made to the Participant or his Beneficiary (as applicable) in any of the following payment forms, as selected by the Participant in the Participation Agreement:

(a)
Separation from Service (Seniority Date is Not Applicable)

XX      (i)    A lump sum.






XX
(ii)    Annual installments over a term certain as elected by the Participant not to exceed 10 years.

(b)
Separation from Service prior to Seniority Date (If Applicable)

    (i)    A lump sum.

XX      (ii)    Not Applicable

(c)
Separation from Service on or After Seniority Date (If Applicable)

    (i)    A lump sum.

(ii)    Annual installments over a term certain as elected by the Participant not to exceed      years.

XX      (iii)    Not Applicable


(d)
Death

XX      (i)    A lump sum.

(ii)    Annual installments over a term certain as elected by the Participant not to exceed      years.

(e)
Disability

XX      (i)    A lump sum.

(ii)    Annual installments over a term certain as elected by the Participant not to exceed years.

    (iii)    Not applicable.

If applicable, amounts not vested at the time payments due under this Section cease will be:
    Forfeited
    Distributed at Separation from Service if vested at that time




(g)     Change in Control Event

    (i)    A lump sum.

XX      (ii)    Not applicable.

If applicable, amounts not vested at the time payments due under this Section cease will be:
    Forfeited
    Distributed at Separation from Service if vested at that time







7.4    De Minimis Amounts.

(a)    Notwithstanding any payment election made by the Participant, the vested balance in all Deferred Compensation Account(s) of the Participant will be distributed in a single lump sum payment at the time designated under the Plan if at the time of a permitted Qualifying Distribution Event that is either a Separation from Service, death, Disability (if applicable) or Change in Control Event (if applicable) the vested balance does not exceed $      . In addition, the Employer may distribute a Participant's vested balance in all Deferred Compensation Account(s) of the Participant at any time if the balance does not exceed the limit in Section 402(g)(1)(B) of the Code and results in the termination of the Participant's entire interest in the Plan

XX
(b)    There shall be no pre-determined de minimis amount under the Plan; however, the Employer may distribute a Participant's vested balance at any time if the balance does not exceed the limit in Section 402(g)(1)(B) of the Code and results in the termination of the Participant's entire interest in the Plan.


10.1    Contractual Liability: Liability for payments under the Plan shall be the responsibility of the:

XX      (a)    Company.

(b)    Employer or Participating Employer who employed the Participant when amounts were deferred.


14.    Amendment and Termination of Plan: Notwithstanding any provision in this Adoption Agreement or the Plan to the contrary, Section      of the Plan shall be amended to read as provided in attached Exhibit      .

XX      There are no amendments to the Plan.


17.8    Construction: The provisions of the Plan shall be construed and enforced according to the laws of the State of District of Columbia, except to the extent that such laws are superseded by ERISA and the applicable provisions of the Code.
















IN WITNESS WHEREOF, this Agreement has been executed as of the day and year stated below.
Federal Agricultural Mortgage Corporation
Name of Employer

By:/s/ Stephen P. Mullery     Authorized Person

Date: April 25, 2017    






















































APPENDIX

Section 4.2(a)(ii)

Employer Credits will be calculated and credited periodically to the Deferred Compensation Account of each Participant on any business day as specified by the Employer. Employer Credits will be determined in accordance with the following formula:

For each Plan Year, the Employer shall credit the Deferred Compensation Account of each Participant in an amount determined as follows: 18.9% of the difference between (1) the Participant's Annual Base Salary and (2) the annual compensation limit under Code Section 401(a)(17).

For these purposes, the “Annual Base Salary” of a Participant shall be the Participant’s base salary for the 12-month period ending on the last day of the Plan Year, as specified in the Employer’s proxy statement or other periodic report filed with the U.S. Securities and Exchange Commission. For the avoidance of doubt, a Participant’s Annual Base Salary shall not include: bonuses, taxable fringe benefits, employer contributions to any retirement or deferred compensation plans, amounts realized from the exercise of stock options or stock appreciation rights, amounts realized from the grant or vesting of stock, or payouts of accumulated sick or vacation pay upon a Separation of Service.

If a Participant is the Chief Executive Officer of the Employer and has a base salary that exceeds $700,000, that Participant’s Annual Base Salary shall be deemed to be $700,000 for purposes of determining the amount to credit the Participant’s Deferred Compensation Account each Plan Year.

If a Participant is not the Chief Executive Officer of the Employer and has a base salary that exceeds
$500,000, that Participant’s Annual Base Salary shall be deemed to be $500,000 for purposes of determining the amount to credit the Participant’s Deferred Compensation Account each Plan Year.




Exhibit 31.1
 
CERTIFICATION
 
I, Timothy L. Buzby, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of the Federal Agricultural Mortgage Corporation for the fiscal quarter ended March 31, 2017;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
 Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 
Date: May 10, 2017
 

/s/ Timothy L. Buzby
 
Timothy L. Buzby
 
Chief Executive Officer
 






Exhibit 31.2
 
CERTIFICATION
 
I, R. Dale Lynch, certify that:
1.
I have reviewed this Quarterly Report on Form 10-Q of the Federal Agricultural Mortgage Corporation for the fiscal quarter ended March 31, 2017;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
 Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 
Date: May 10, 2017
 

/s/ R. Dale Lynch
 
R. Dale Lynch
 
Chief Financial Officer
 





Exhibit 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of the Federal Agricultural Mortgage Corporation (the “Corporation”) for the quarterly period ended March 31, 2017 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Timothy L. Buzby, Chief Executive Officer of the Corporation, and R. Dale Lynch, Chief Financial Officer of the Corporation, each hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:
(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.



/s/ Timothy L. Buzby
 
Timothy L. Buzby
 
Chief Executive Officer
 
 
 
 
/s/ R. Dale Lynch
 
R. Dale Lynch
 
Chief Financial Officer
 
 
 
 
Date:
May 10, 2017