FEDERAL AGRICULTURAL MORTGAGE CORP (Form: 10-Q, Received: 08/09/2018 08:55:38)

As filed with the Securities and Exchange Commission on August 9, 2018

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 June 30, 2018

Commission File Number 001-14951

____________________________________________________________

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 August 1, 2018, the registrant had outstanding 1,030,780 shares of Class A voting common stock, 500,301 shares of Class B voting common stock, and 9,137,500 shares of Class C non-voting common stock.

Table of Contents



PART I - Financial Information		3
Item 1.	Consolidated Financial Statements	3
	Consolidated Balance Sheets	4
	Consolidated Statements of Operations	5
	Consolidated Statements of Comprehensive Income	6
	Consolidated Statements of Equity	7
	Consolidated Statements of Cash Flows	8
	Notes to Consolidated Financial Statements	9
	1. Accounting Policies	9
	2. Investment Securities	17
	3. Farmer Mac Guaranteed Securities and USDA Securities	20
	4. Financial Derivatives	23
	5. Loans and Allowance for Losses	31
	6. Guarantees and Long-Term Standby Purchase Commitments	43
	7. Equity	45
	8. Fair Value Disclosures	46
	9. Business Segments	56
	10. Income Taxes	59
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	59
	Forward-Looking Statements	60
	Overview	62
	Use of Non-GAAP Measures	66
	Results of Operations	69
	Outlook	87
	Balance Sheet Review	90
	Off-Balance Sheet Arrangements	91
	Risk Management	91
	Liquidity and Capital Resources	109
	Regulatory Matters	111
	Other Matters	111
	Supplemental Information	112
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	117
Item 4.	Controls and Procedures	117
PART II - Other Information		117
Item 1.	Legal Proceedings	117
Item 1A.	Risk Factors	117
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	118
Item 3.	Default Upon Senior Securities	118
Item 4.	Mine Safety Disclosures	118
Item 5.	Other Information	119
Item 6.	Exhibits	119
Signatures		120

PART I


Item 1.	Financial Statements

FEDERAL AGRICULTURAL MORTGAGE CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(unaudited)



	As of
	June 30, 2018			December 31, 2017
	(in thousands)
Assets:
Cash and cash equivalents	$	430,812		$	302,022
Investment securities:
Available-for-sale, at fair value	2,324,598			2,215,405
Held-to-maturity, at amortized cost	45,032			45,032
Total Investment Securities	2,369,630			2,260,437
Farmer Mac Guaranteed Securities:
Available-for-sale, at fair value	5,985,806			5,471,914
Held-to-maturity, at amortized cost	2,093,092			2,126,274
Total Farmer Mac Guaranteed Securities	8,078,898			7,598,188
USDA Securities:
Trading, at fair value	10,748			13,515
Held-to-maturity, at amortized cost	2,112,618			2,117,850
Total USDA Securities	2,123,366			2,131,365
Loans:
Loans held for investment, at amortized cost	3,916,127			3,873,755
Loans held for investment in consolidated trusts, at amortized cost	1,443,246			1,399,827
Allowance for loan losses	(6,789		)	(6,796		)
Total loans, net of allowance	5,352,584			5,266,786
Real estate owned, at lower of cost or fair value	56			139
Financial derivatives, at fair value	8,011			7,093
Interest receivable (includes $17,019 and $17,373, respectively, related to consolidated trusts)	156,194			155,278
Guarantee and commitment fees receivable	39,915			39,895
Deferred tax asset, net	—			2,048
Prepaid expenses and other assets	67,305			29,023
Total Assets	$	18,626,771		$	17,792,274

Liabilities and Equity:
Liabilities:
Notes payable:
Due within one year	$	7,774,301		$	8,089,826
Due after one year	8,416,896			7,432,790
Total notes payable	16,191,197			15,522,616
Debt securities of consolidated trusts held by third parties	1,449,888			1,404,945
Financial derivatives, at fair value	20,164			26,599
Accrued interest payable (includes $14,559 and $14,631, respectively, related to consolidated trusts)	88,506			75,402
Guarantee and commitment obligation	38,428			38,400
Accounts payable and accrued expenses	67,295			14,096
Deferred tax liability, net	2,832			—
Reserve for losses	2,249			2,070
Total Liabilities	17,860,559			17,084,128
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, 9,136,194 shares and 9,087,670 shares outstanding, respectively	9,136			9,088
Additional paid-in capital	117,684			118,979
Accumulated other comprehensive income, net of tax	73,410			51,085
Retained earnings	359,692			322,704
Total Equity	766,212			708,146
Total Liabilities and Equity	$	18,626,771		$	17,792,274

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

FEDERAL AGRICULTURAL MORTGAGE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)



	For the Three Months Ended						For the Six Months Ended
	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
	(in thousands, except per share amounts)
Interest income:
Investments and cash equivalents	$	12,095		$	8,368		$	23,558		$	15,611
Farmer Mac Guaranteed Securities and USDA Securities	74,179			50,106			136,609			92,628
Loans	49,396			39,573			95,049			76,425
Total interest income	135,670			98,047			255,216			184,664
Total interest expense	91,737			58,316			168,054			107,862
Net interest income	43,933			39,731			87,162			76,802
(Provision for)/release of loan losses	(424		)	(327		)	7			(964		)
Net interest income after (provision for)/release of loan losses	43,509			39,404			87,169			75,838
Non-interest income:
Guarantee and commitment fees	3,481			3,472			6,980			7,316
Gains/(losses) on financial derivatives and hedging activities	2,534			(617		)	(1,316		)	1,869
Gains/(losses) on trading securities	11			(2		)	27			(84		)
Gains on sale of real estate owned	34			757			34			752
Other income	320			134			894			687
Non-interest income	6,380			3,744			6,619			10,540
Non-interest expense:
Compensation and employee benefits	6,936			6,682			13,590			12,999
General and administrative	5,202			3,921			9,528			7,721
Regulatory fees	625			625			1,250			1,250
Real estate owned operating costs, net	—			23			16			23
Provision for/(release of) reserve for losses	158			139			179			(54		)
Non-interest expense	12,921			11,390			24,563			21,939
Income before income taxes	36,968			31,758			69,225			64,439
Income tax expense	7,332			11,124			13,770			21,910
Net income	29,636			20,634			55,455			42,529
Less: Net loss attributable to non-controlling interest	—			150			—			165
Net income attributable to Farmer Mac	29,636			20,784			55,455			42,694
Preferred stock dividends	(3,296		)	(3,296		)	(6,591		)	(6,591		)
Net income attributable to common stockholders	$	26,340		$	17,488		$	48,864		$	36,103

Earnings per common share and dividends:
Basic earnings per common share	$	2.47		$	1.65		$	4.59		$	3.41
Diluted earnings per common share	$	2.45		$	1.62		$	4.55		$	3.35
Common stock dividends per common share	$	0.58		$	0.36		$	1.16		$	0.72

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

FEDERAL AGRICULTURAL MORTGAGE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)



	For the Three Months Ended						For the Six Months Ended
	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
	(in thousands)
Net income	$	29,636		$	20,634		$	55,455		$	42,529
Other comprehensive income before taxes:
Net unrealized gains on available-for-sale securities	996			5,333			22,224			20,170
Net changes in held-to-maturity securities	(1,546		)	(2,125		)	(2,856		)	(5,612		)
Net unrealized gains/(losses) on cash flow hedges	2,194			(1,848		)	8,857			(1,219		)
Other comprehensive income before tax	1,644			1,360			28,225			13,339
Income tax expense related to other comprehensive income	(345		)	(476		)	(5,927		)	(4,669		)
Other comprehensive income net of tax	1,299			884			22,298			8,670
Comprehensive income	30,935			21,518			77,753			51,199
Less: comprehensive loss attributable to non-controlling interest	—			150			—			165
Comprehensive income attributable to Farmer Mac	$	30,935		$	21,668		$	77,753		$	51,364

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

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, 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	—	—		—	—		—			—		42,694			—			42,694
Attributable to non-controlling interest	—	—		—	—		—			—		—			(165		)	(165		)
Other comprehensive income, net of tax	—	—		—	—		—			8,670		—			—			8,670
Cash dividends:
Preferred stock	—	—		—	—		—			—		(6,591		)	—			(6,591		)
Common stock	—	—		—	—		—			—		(7,616		)	—			(7,616		)
Issuance of Class C Common Stock	—	—		65	65		225			—		—			—			290
Stock-based compensation cost	—	—		—	—		1,784			—		—			—			1,784
Other stock-based award activity	—	—		—	—		(1,727		)	—		—			—			(1,727		)
Redemption of interest in subsidiary	—	—		—	—		—			—		—			(57		)	(57		)
Balance as of June 30, 2017	8,400	$	204,759	10,604	$	10,604	$	118,937		$	42,428	$	304,201		$	—		$	680,929

Balance as of December 31, 2017	8,400	$	204,759	10,619	$	10,619	$	118,979		$	51,085	$	322,704		$	—		$	708,146
Cumulative effect from change in hedge accounting	—	—		—	—		—			27		471			—			498
Balance as of January 1, 2018	8,400	$	204,759	10,619	$	10,619	$	118,979		$	51,112	$	323,175		$	—		$	708,644
Net income:
Attributable to Farmer Mac	—	—		—	—		—			—		55,455			—			55,455
Other comprehensive income, net of tax	—	—		—	—		—			22,298		—			—			22,298
Cash dividends:
Preferred stock	—	—		—	—		—			—		(6,591		)	—			(6,591		)
Common stock	—	—		—	—		—			—		(12,347		)	—			(12,347		)
Issuance of Class C Common Stock	—	—		48	48		7			—		—			—			55
Stock-based compensation cost	—	—		—	—		1,269			—		—			—			1,269
Other stock-based award activity	—	—		—	—		(2,571		)	—		—			—			(2,571		)
Balance as of June 30, 2018	8,400	$	204,759	10,667	$	10,667	$	117,684		$	73,410	$	359,692		$	—		$	766,212

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

FEDERAL AGRICULTURAL MORTGAGE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)



	For the Six Months Ended
	June 30, 2018			June 30, 2017
	(in thousands)
Cash flows from operating activities:
Net income	$	55,455		$	42,529
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	1,536			534
Amortization of debt premiums, discounts and issuance costs	13,701			11,479
Net change in fair value of trading securities, hedged assets, and financial derivatives	26,100			(12,122		)
(Gains)/losses on sale of real estate owned	(34		)	(752		)
Total provision for losses	172			910
Excess tax benefits related to stock-based awards	903			832
Deferred income taxes	(2,457		)	2,095
Other	—			100
Stock-based compensation expense	1,269			1,784
Proceeds from repayment of loans purchased as held for sale	62,078			32,510
Net change in:
Interest receivable	(879		)	(3,700		)
Guarantee and commitment fees receivable	8			320
Other assets	(12,877		)	300
Accrued interest payable	13,104			14,260
Other liabilities	4,075			(488		)
Net cash provided by operating activities	162,154			90,591
Cash flows from investing activities:
Purchases of available-for-sale investment securities	(539,667		)	(271,684		)
Purchases of Farmer Mac Guaranteed Securities and USDA Securities	(1,843,294		)	(2,108,174		)
Purchases of loans held for investment	(491,858		)	(678,710		)
Purchases of defaulted loans	(721		)	(415		)
Proceeds from repayment of available-for-sale investment securities	403,018			508,409
Proceeds from repayment of Farmer Mac Guaranteed Securities and USDA Securities	1,331,245			618,340
Proceeds from repayment of loans purchased as held for investment	335,808			250,111
Proceeds from sale of Farmer Mac Guaranteed Securities	196,290			247,975
Proceeds from sale of real estate owned	101			6,144
Net cash used by investing activities	(609,078		)	(1,428,004		)
Cash flows from financing activities:
Proceeds from issuance of discount notes	21,036,787			27,501,915
Proceeds from issuance of medium-term notes	4,103,234			5,257,762
Payments to redeem discount notes	(21,157,585		)	(29,090,607		)
Payments to redeem medium-term notes	(3,313,236		)	(2,206,300		)
Payments to third parties on debt securities of consolidated trusts	(72,031		)	(54,949		)
Proceeds from common stock issuance	7			232
Tax payments related to share-based awards	(2,523		)	(1,669		)
Dividends paid on common and preferred stock	(18,939		)	(14,207		)
Net cash provided/(used) by financing activities	575,714			1,392,177
Net increase in cash and cash equivalents	128,790			54,764
Cash and cash equivalents at beginning of period	302,022			265,229
Cash and cash equivalents at end of period	$	430,812		$	319,993

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

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, 2017 consolidated balance sheet presented in this report has been derived from Farmer Mac's audited 2017 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 2017 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, 2017 filed with the SEC on March 8, 2018. 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 June 30, 2018.

Principles of Consolidation

The consolidated financial statements include the accounts of Farmer Mac and its two subsidiaries during the year: (1) Farmer Mac Mortgage Securities Corporation ("FMMSC"), whose principal activities are to facilitate the purchase and issuance of Farmer Mac Guaranteed Securities; and (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. The consolidated financial statements also include the accounts of VIEs in which Farmer Mac determined itself to be the primary beneficiary. The accounts of Contour Valuation Services, LLC (which began doing business as AgVisory during first quarter 2016) ("AgVisory"), Farmer Mac's former majority-owned subsidiary, are also included through June 30, 2017. Farmer Mac redeemed its ownership interest in AgVisory on May 1, 2017.

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

Table 1.1



	Consolidation of Variable Interest Entities
	As of June 30, 2018
	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	$	1,443,246	$	—	$	—	$	—	$	—	$	1,443,246
Debt securities of consolidated trusts held by third parties ⁽¹⁾	1,449,888		—		—		—		—		1,449,888
Unconsolidated VIEs:
Farmer Mac Guaranteed Securities:
Carrying value ⁽²⁾	—		29,206		—		—		—		29,206
Maximum exposure to loss ⁽³⁾	—		28,938		—		—		—		28,938
Investment securities:
Carrying value ⁽⁴⁾	—		—		—		—		917,479		917,479
Maximum exposure to loss ^{(3) (4)}	—		—		—		—		917,260		917,260
Off-Balance Sheet:
Unconsolidated VIEs:
Farmer Mac Guaranteed Securities:
Maximum exposure to loss ^{(3) (5)}	297,833		325,652		—		—		—		623,485


⁽¹⁾	Includes borrower remittances of $6.6 million . The borrower remittances had not been passed through to third party investors as of June 30, 2018 .


⁽²⁾	Includes $0.3 million of unamortized premiums and discounts and fair value adjustments related to the USDA Guarantees line of business.


⁽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.



	Consolidation of Variable Interest Entities
	As of December 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	$	1,399,827	$	—	$	—	$	—	$	—	$	1,399,827
Debt securities of consolidated trusts held by third parties ⁽¹⁾	1,404,945		—		—		—		—		1,404,945
Unconsolidated VIEs:
Farmer Mac Guaranteed Securities:
Carrying value ⁽²⁾	—		30,300		—		—		—		30,300
Maximum exposure to loss ⁽³⁾	—		29,980		—		—		—		29,980
Investment securities:
Carrying value ⁽⁴⁾	—		—		—		—		783,964		783,964
Maximum exposure to loss ^{(3) (4)}	—		—		—		—		783,916		783,916
Off-Balance Sheet:
Unconsolidated VIEs:
Farmer Mac Guaranteed Securities:
Maximum exposure to loss ^{(3) (5)}	333,511		254,217		—		—		—		587,728


⁽¹⁾	Includes borrower remittances of $5.1 million , which have not been passed through to third party investors as of December 31, 2017.


⁽²⁾	Includes $0.3 million of unamortized premiums and discounts and fair value adjustments related to the USDA Guarantees line of business.


⁽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 six months ended June 30, 2018 and 2017:

Table 1.2



	For the Six Months Ended
	June 30, 2018	June 30, 2017
	(in thousands)
Non-cash activity:
Real estate owned acquired through loan liquidation	—	5,261
Loans acquired and securitized as Farmer Mac Guaranteed Securities	196,290	247,975
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	116,983	161,880
Purchases of securities - traded not yet settled	48,600	50,000


(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 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 and six months ended June 30, 2018 and 2017:

Table 1.3



	For the Three Months Ended
	June 30, 2018						June 30, 2017
	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	$	26,340	10,658	$	2.47		$	17,488	10,600	$	1.65
Effect of dilutive securities ⁽¹⁾
Stock options, SARs and restricted stock	—		84	(0.02		)	—		183	(0.03		)
Diluted EPS	$	26,340	10,742	$	2.45		$	17,488	10,783	$	1.62

⁽¹⁾

For the three months ended June 30, 2018, no SARs were outstanding but not included in the computation of diluted earnings per share of common stock because they were anti-dilutive, compared to 24,907 stock options and SARs for the three months ended June 30, 2017. For the three months ended June 30, 2018 and 2017, contingent shares of non-vested restricted stock of 13,138 and 32,892 , 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.



	For the Six Months Ended
	June 30, 2018						June 30, 2017
	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	$	48,864	10,640	$	4.59		$	36,103	10,576	$	3.41
Effect of dilutive securities ⁽¹⁾
Stock options, SARs and restricted stock	—		102	(0.04		)	—		207	(0.06		)
Diluted EPS	$	48,864	10,742	$	4.55		$	36,103	10,783	$	3.35

⁽¹⁾

For the six months ended June 30, 2018, 25,062 SARs were outstanding but not included in the computation of diluted earnings per share of common stock because they were anti-dilutive, compared to 37,832 stock options and SARs for the six months ended June 30, 2017. For the six months ended June 30, 2018 and 2017, contingent shares of non-vested restricted stock of 13,138 and 32,892 , 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.

The following table presents the changes in accumulated other comprehensive income ("AOCI"), net of tax, by component for the three and six months ended June 30, 2018 and 2017:

Table 1.4



	As of June 30, 2018												As of June 30, 2017
	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	$	15,094		$	47,201		$	9,816		$	72,111		$	(4,742	)	$	43,485		$	2,801		$	41,544
Other comprehensive income/(loss) before reclassifications	2,209			—			1,778			3,987			6,191			—			(1,500		)	4,691
Amounts reclassified from AOCI	(1,421		)	(1,222		)	(45		)	(2,688		)	(2,725		)	(1,381		)	299			(3,807		)
Net comprehensive income/(loss)	788			(1,222		)	1,733			1,299			3,466			(1,381		)	(1,201		)	884
Ending Balance	$	15,882		$	45,979		$	11,549		$	73,410		$	(1,276	)	$	42,104		$	1,600		$	42,428

For the Six Months Ended:
Beginning Balance	$	(1,676	)	$	48,236		$	4,525		$	51,085		$	(14,387	)	$	45,752		$	2,393		$	33,758
Cumulative effect from change in hedge accounting	—			—			27			27			—			—			—			—
Adjusted Beginning Balance	(1,676		)	48,236			4,552			51,112			(14,387		)	45,752			2,393			33,758
Other comprehensive income/(loss) before reclassifications	20,396			—			6,831			27,227			18,413			—			(1,426		)	16,987
Amounts reclassified from AOCI	(2,838		)	(2,257		)	166			(4,929		)	(5,302		)	(3,648		)	633			(8,317		)
Net comprehensive income/(loss)	17,558			(2,257		)	6,997			22,298			13,111			(3,648		)	(793		)	8,670
Ending Balance	$	15,882		$	45,979		$	11,549		$	73,410		$	(1,276	)	$	42,104		$	1,600		$	42,428

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 and six months ended June 30, 2018 and 2017:

Table 1.5



	For the Three Months Ended
	June 30, 2018									June 30, 2017
	Before Tax			Provision (Benefit)			After Tax			Before Tax			Provision (Benefit)			After Tax
	(in thousands)
Other comprehensive income:
Available-for-sale-securities:
Unrealized holding gains on available-for-sale-securities	$	2,795		$	586		$	2,209		$	9,525		$	3,334		$	6,191
Less reclassification adjustments included in:
Net Interest Income ⁽¹⁾	(1,791		)	(376		)	(1,415		)	—			—			—
Gains/(losses) on financial derivatives and hedging activities ⁽¹⁾	—			—			—			(4,186		)	(1,465		)	(2,721		)
Other income ⁽²⁾	(8		)	(2		)	(6		)	(6		)	(2		)	(4		)
Total	$	996		$	208		$	788		$	5,333		$	1,867		$	3,466
Held-to-maturity securities:
Less reclassification adjustments included in:
Net interest income ⁽³⁾	(1,546		)	(324		)	(1,222		)	(2,125		)	(744		)	(1,381		)
Total	$	(1,546	)	$	(324	)	$	(1,222	)	$	(2,125	)	$	(744	)	$	(1,381	)
Cash flow hedges
Unrealized gains/(losses) on cash flow hedges	$	2,251		$	473		$	1,778		$	(2,309	)	$	(809	)	$	(1,500	)
Less reclassification adjustments included in:
Net interest income ⁽⁴⁾	(57		)	(12		)	(45		)	461			162			299
Total	$	2,194		$	461		$	1,733		$	(1,848	)	$	(647	)	$	(1,201	)
Other comprehensive income	$	1,644		$	345		$	1,299		$	1,360		$	476		$	884


⁽¹⁾	Relates to the amortization of unrealized gains on hedged items prior to the application of fair value hedge accounting.


⁽²⁾	Represents amortization of deferred gains related to certain available-for-sale USDA Securities and Farmer Mac Guaranteed USDA Securities.

⁽³⁾

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.


⁽⁴⁾	Relates to the recognition of unrealized gains and losses on cash flow hedges recorded in AOCI.



	For the Six Months Ended
	June 30, 2018									June 30, 2017
	Before Tax			Provision (Benefit)			After Tax			Before Tax			Provision (Benefit)			After Tax
	(in thousands)
Other comprehensive income:
Available-for-sale-securities:
Unrealized holding gains on available-for-sale-securities	$	25,817		$	5,421		$	20,396		$	28,328		$	9,915		$	18,413
Less reclassification adjustments included in:
Net Interest Income ⁽¹⁾	(3,578		)	(752		)	(2,826		)	—			—			—
Gains/(losses) on financial derivatives and hedging activities ⁽¹⁾	—			—			—			(8,145		)	(2,851		)	(5,294		)
Other income ⁽²⁾	(15		)	(3		)	(12		)	(13		)	(5		)	(8		)
Total	$	22,224		$	4,666		$	17,558		$	20,170		$	7,059		$	13,111
Held-to-maturity securities:
Less reclassification adjustments included in:
Net interest income ⁽³⁾	(2,856		)	(599		)	(2,257		)	(5,612		)	(1,964		)	(3,648		)
Total	$	(2,856	)	$	(599	)	$	(2,257	)	$	(5,612	)	$	(1,964	)	$	(3,648	)
Cash flow hedges
Unrealized gains/(losses) on cash flow hedges	$	8,647		$	1,816		$	6,831		$	(2,192	)	$	(766	)	$	(1,426	)
Less reclassification adjustments included in:
Net interest income ⁽⁴⁾	210			44			166			973			340			633
Total	$	8,857		$	1,860		$	6,997		$	(1,219	)	$	(426	)	$	(793	)
Other comprehensive income	$	28,225		$	5,927		$	22,298		$	13,339		$	4,669		$	8,670


⁽¹⁾	Relates to the amortization of unrealized gains on hedged items prior to the application of fair value hedge accounting.


⁽²⁾	Represents amortization of deferred gains related to certain available-for-sale USDA Securities and Farmer Mac Guaranteed USDA Securities.

⁽³⁾


⁽⁴⁾	Relates to the recognition of unrealized gains and losses on cash flow hedges recorded in AOCI.

(d) New Accounting Standards

In February 2016, the FASB issued Accounting Standards Update ("ASU") 2016-02, " Leases ," which provides new guidance intended to improve financial reporting about leasing transactions. The ASU requires organizations that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The ASU also requires new disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. 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.

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 developing its accounting policy, planning for changes to its loss estimation methodologies and

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.

In first quarter 2018 Farmer Mac adopted ASU 2017-12, " Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities," which amends hedge accounting recognition and presentation requirements to better align a reporting entity's risk management activities and hedge accounting. The new guidance reduces the complexity and simplifies the application of hedge accounting by eliminating the requirement to separately measure and report hedge ineffectiveness and by requiring the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The cumulative-effect adjustment to retained earnings as of January 1, 2018 reflected application of the new guidance and did not 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.


2.	INVESTMENT SECURITIES

The following tables set forth information about Farmer Mac's investment securities as of June 30, 2018 and December 31, 2017:

Table 2.1



	As of June 30, 2018
	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	$	—	$	(690	)	$	19,010
Floating rate asset-backed securities	31,531		(132		)	31,399		25		(103		)	31,321
Floating rate Government/GSE guaranteed mortgage-backed securities	1,367,091		1,796			1,368,887		1,250		(2,012		)	1,368,125
Fixed rate GSE guaranteed mortgage-backed securities ⁽¹⁾	416		—			416		23		—			439
Fixed rate U.S. Treasuries	909,921		(2,714		)	907,207		—		(1,504		)	905,703
Total available-for-sale	2,328,659		(1,050		)	2,327,609		1,298		(4,309		)	2,324,598
Held-to-maturity:
Fixed rate Government/GSE guaranteed mortgage-backed securities	45,032		—			45,032		831		—			45,863
Total investment securities	$	2,373,691	$	(1,050	)	$	2,372,641	$	2,129	$	(4,309	)	$	2,370,461


⁽¹⁾	During second quarter 2018, the remaining premium of an interest-only security was fully amortized because the issuer called the security upon full prepayment of the underlying mortgage loan that collateralized the security.



	As of December 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	$	—	$	(886	)	$	18,814
Floating rate asset-backed securities	34,462		(154		)	34,308		22		(120		)	34,210
Floating rate Government/GSE guaranteed mortgage-backed securities	1,289,123		2,217			1,291,340		2,215		(3,368		)	1,290,187
Fixed rate GSE guaranteed mortgage-backed securities ⁽¹⁾	451		2,138			2,589		2,230		—			4,819
Fixed rate senior agency debt	100,000		—			100,000		—		(49		)	99,951
Fixed rate U.S. Treasuries	770,852		(1,836		)	769,016		—		(1,592		)	767,424
Total available-for-sale	2,214,588		2,365			2,216,953		4,467		(6,015		)	2,215,405
Held-to-maturity:
Fixed rate Government/GSE guaranteed mortgage-backed securities	45,032		—			45,032		532		—			45,564
Total investment securities	$	2,259,620	$	2,365		$	2,261,985	$	4,999	$	(6,015	)	$	2,260,969


⁽¹⁾	Fair value includes $4.3 million of an interest-only security with a notional amount of $143.7 million .

Farmer Mac did not sell any securities from its available-for-sale investment portfolio during the three and six months ended June 30, 2018 and 2017.

As of June 30, 2018 and December 31, 2017, unrealized losses on available-for-sale investment securities were as follows:

Table 2.2



	As of June 30, 2018
	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	$	—	$	—		$	19,010	$	(690	)
Floating rate asset-backed securities	—		—			20,996		(103		)
Floating rate Government/GSE guaranteed mortgage-backed securities	437,975		(799		)	195,425		(1,213		)
Fixed rate U.S. Treasuries	863,715		(1,489		)	34,987		(15		)
Total	$	1,301,690	$	(2,288	)	$	270,418	$	(2,021	)



	As of December 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	$	—	$	—		$	18,814	$	(886	)
Floating rate asset-backed securities	—		—			23,145		(120		)
Floating rate Government/GSE guaranteed mortgage-backed securities	292,522		(2,337		)	221,641		(1,031		)
Fixed rate U.S. Treasuries	742,442		(1,572		)	24,983		(20		)
Fixed rate senior agency debt	—		—			99,951		(49		)
Total	$	1,034,964	$	(3,909	)	$	388,534	$	(2,106	)

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 June 30, 2018 and December 31, 2017, 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 June 30, 2018 and December 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+." The unrealized losses were on 100 and 91 individual investment securities as of June 30, 2018 and December 31, 2017, respectively.

As of June 30, 2018 , 44 of the securities in loss positions had been in loss positions for more than 12 months and had a total unrealized loss of $2.0 million . As of December 31, 2017 , 51 of the securities in loss positions had been in loss positions for more than 12 months and had a total unrealized loss of $2.1 million . Securities in unrealized loss positions for 12 months or longer have a fair value as of June 30, 2018 that is, on average, approximately 99.3 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 June 30, 2018 and December 31, 2017.

As of June 30, 2018 , Farmer Mac owned $45.0 million of held-to-maturity investment securities at amortized cost with a fair value of $45.9 million and a weighted average yield of 3.0 percent . As of December 31, 2017, Farmer Mac owned $45.0 million of held-to-maturity investment securities at amortized cost with a fair value of $45.6 million and a weighted average yield of 2.5 percent . Farmer Mac did not own any trading investment securities as of June 30, 2018 and December 31, 2017.

The amortized cost, fair value, and weighted-average yield of available-for-sale investment securities by remaining contractual maturity as of June 30, 2018 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 June 30, 2018
	Available-for-Sale Securities
	Amortized Cost		Fair Value		Weighted- Average Yield
	(dollars in thousands)
Due within one year	$	890,555	$	889,077	1.18%
Due after one year through five years	234,693		234,979		2.40%
Due after five years through ten years	520,939		521,199		2.35%
Due after ten years	681,422		679,343		2.41%
Total	$	2,327,609	$	2,324,598	1.92%


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 June 30, 2018 and December 31, 2017:

Table 3.1



	As of June 30, 2018
	Unpaid Principal Balance		Unamortized Premium/(Discount)			Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
	(in thousands)
Held-to-maturity:
AgVantage	$	2,064,274	$	(388	)	$	2,063,886	$	495	$	(19,139	)	$	2,045,242
Farmer Mac Guaranteed USDA Securities	28,938		268			29,206		139		—			29,345
Total Farmer Mac Guaranteed Securities	2,093,212		(120		)	2,093,092		634		(19,139		)	2,074,587
USDA Securities	2,053,219		59,399			2,112,618		—		(78,433		)	2,034,185
Total held-to-maturity	$	4,146,431	$	59,279		$	4,205,710	$	634	$	(97,572	)	$	4,108,772
Available-for-sale:
AgVantage	$	6,016,055	$	(167	)	$	6,015,888	$	17,446	$	(47,528	)	$	5,985,806
Trading:
USDA Securities	$	10,306	$	788		$	11,094	$	23	$	(369	)	$	10,748



	As of December 31, 2017
	Unpaid Principal Balance		Unamortized Premium/(Discount)			Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
	(in thousands)
Held-to-maturity:
AgVantage	$	2,096,754	$	(779	)	$	2,095,975	$	2,011	$	(11,429	)	$	2,086,557
Farmer Mac Guaranteed USDA Securities	29,980		319			30,299		108		(73		)	30,334
Total Farmer Mac Guaranteed Securities	2,126,734		(460		)	2,126,274		2,119		(11,502		)	2,116,891
USDA Securities	2,055,050		62,800			2,117,850		—		(54,969		)	2,062,881
Total held-to-maturity	$	4,181,784	$	62,340		$	4,244,124	$	2,119	$	(66,471	)	$	4,179,772
Available-for-sale:
AgVantage	$	5,496,569	$	(182	)	$	5,496,387	$	21,838	$	(46,311	)	$	5,471,914
Trading:
USDA Securities	$	12,966	$	922		$	13,888	$	28	$	(401	)	$	13,515

As of June 30, 2018 and December 31, 2017, 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 June 30, 2018
	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	$	559,980	$	(7,944	)	$	863,805	$	(11,195	)
Farmer Mac Guaranteed USDA Securities	—		—			—		—
USDA Securities	41,205		(433		)	1,992,980		(78,000		)
Total held-to-maturity	$	601,185	$	(8,377	)	$	2,856,785	$	(89,195	)

Available-for-sale:
AgVantage	$	1,129,733	$	(14,618	)	$	1,570,177	$	(32,910	)



	As of December 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	$	1,304,160	$	(8,094	)	$	351,664	$	(3,335	)
Farmer Mac Guaranteed USDA Securities	24,721		(73		)	—		—
USDA Securities	451		(2		)	2,062,429		(54,967		)
Total held-to-maturity	$	1,329,332	$	(8,169	)	$	2,414,093	$	(58,302	)

Available-for-sale:
AgVantage	$	1,273,965	$	(8,819	)	$	1,759,377	$	(37,492	)

The unrealized losses presented above are principally due to higher interest rates from the date of acquisition to June 30, 2018 and December 31, 2017, as applicable. In addition, the unrealized losses on the held-to-maturity USDA Securities as of both June 30, 2018 and December 31, 2017 reflect their increased cost basis resulting from their transfer to held-to-maturity as of October 1, 2016. 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 46 available-for-sale securities as of June 30, 2018 . There were 47 held-to-maturity AgVantage securities with an unrealized loss as of June 30, 2018 . The unrealized losses from AgVantage securities were on 36 available-for-sale securities as of December 31, 2017. There were unrealized losses from 23 held-to-maturity securities as of December 31, 2017 . As of June 30, 2018 , 16 available-for-sale AgVantage securities had been in a loss position for more than 12 months with a total unrealized loss of $32.9 million .

As of December 31, 2017 , 16 available-for-sale AgVantage securities had been in a loss position for more than 12 months with a total unrealized loss of $37.5 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 impaired as of either June 30, 2018 or December 31, 2017. 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 and six months ended June 30, 2018 and 2017, 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 June 30, 2018 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 June 30, 2018
	Available-for-Sale Securities
	Amortized Cost		Fair Value		Weighted- Average Yield
	(dollars in thousands)
Due within one year	$	1,389,395	$	1,389,339	2.62	%
Due after one year through five years	2,485,919		2,479,556		2.83	%
Due after five years through ten years	826,277		806,385		3.08	%
Due after ten years	1,314,297		1,310,526		3.12	%
Total	$	6,015,888	$	5,985,806	2.88	%



	As of June 30, 2018
	Held-to-Maturity Securities
	Amortized Cost		Fair Value		Weighted- Average Yield
	(dollars in thousands)
Due within one year	$	769,783	$	766,311	2.10	%
Due after one year through five years	1,368,924		1,351,656		2.77	%
Due after five years through ten years	212,947		205,159		3.30	%
Due after ten years	1,854,056		1,785,646		3.50	%
Total	$	4,205,710	$	4,108,772	2.99	%

As of June 30, 2018 , Farmer Mac owned trading USDA Securities with an amortized cost of $11.1 million , a fair value of $10.7 million , and a weighted-average yield of 5.26 percent . As of December 31, 2017 , Farmer Mac owned trading USDA Securities with an amortized cost of $13.9 million , a fair value of $13.5 million , and a weighted-average yield of 5.33 percent .


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 (e.g., LIBOR). Other financial derivatives are designated as cash flow hedges to mitigate the volatility of future interest rate payments on floating rate debt. Farmer Mac manages the interest rate risk related to loans it has committed to acquire, but has not yet permanently funded, through the use of forward sale contracts on the debt of other GSEs and futures contracts involving U.S. Treasury securities. Farmer Mac uses forward sale contracts on GSE securities to reduce its interest rate exposure to changes in both U.S. Treasury rates and spreads on Farmer Mac debt. The notional amounts of these contracts are determined based on a duration-matched hedge ratio between the hedged item and the hedge instrument. Gains or losses generated by these hedge transactions are expected to offset changes in funding costs. All financial derivatives are recorded on the balance sheet at fair value as a freestanding asset or liability.

Effective first quarter 2018, Farmer Mac adopted ASU 2017-12, " Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities." This ASU reduces the complexity of hedge accounting by eliminating the requirement to separately measure and report hedge ineffectiveness and by requiring the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the income or expense effect from the hedged item. Upon the adoption of the ASU, Farmer Mac elected to retrospectively designate the hedged risk of its fair value hedges as the risk of changes in fair value resulting from changes in the benchmark interest rate component of the contractual coupon cash flows. Farmer Mac made this election for its fair value hedges designated upon the inception of the hedging instruments. For fair value hedges designated subsequent to the inception of the hedging instruments, Farmer Mac continues to designate the hedged risk as the risk of changes in fair value based on total contractual coupon cash flows. The adoption of the new guidance did not have a material effect on Farmer Mac's financial position, results of operations, or cash flows.

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 June 30, 2018 and December 31, 2017 :

Table 4.1



	As of June 30, 2018
			Fair Value						Weighted- Average Pay Rate	Weighted- Average Receive Rate	Weighted- Average Forward Price	Weighted- Average Remaining Term (in years)
	Notional Amount		Asset			(Liability)			Weighted- Average Pay Rate	Weighted- Average Receive Rate	Weighted- Average Forward Price	Weighted- Average Remaining Term (in years)
	(dollars in thousands)
Fair value hedges:
Interest rate swaps:
Pay fixed non-callable	$	2,432,032	$	2,744		$	(4,416	)	2.13%	2.34%		8.58
Receive fixed non-callable	2,151,700		652			(4,042		)	2.20%	1.69%		1.73
Cash flow hedges:
Interest rate swaps:
Pay fixed non-callable	409,500		3,265			(231		)	2.28%	2.42%		5.93
No hedge designation:
Interest rate swaps:
Pay fixed non-callable	323,292		1,407			(9,762		)	3.71%	2.33%		6.62
Receive fixed non-callable	3,401,094		17			(1,020		)	2.09%	1.81%		0.84
Basis swaps	1,419,000		—			(574		)	2.01%	1.88%		1.13
Treasury futures	39,500		—			(123		)			119.88
Credit valuation adjustment			(74		)	4
Total financial derivatives	$	10,176,118	$	8,011		$	(20,164	)
Collateral pledged			—			24,940
Net amount			$	8,011		$	4,776



	As of December 31, 2017
			Fair Value						Weighted- Average Pay Rate	Weighted- Average Receive Rate	Weighted- Average Forward Price	Weighted- Average Remaining Term (in years)
	Notional Amount		Asset			(Liability)			Weighted- Average Pay Rate	Weighted- Average Receive Rate	Weighted- Average Forward Price	Weighted- Average Remaining Term (in years)
	(dollars in thousands)
Fair value hedges:
Interest rate swaps:
Pay fixed non-callable	$	2,086,347	$	5,240		$	(5,990	)	1.88%	1.40%		5.46
Receive fixed non-callable	1,559,700		110			(4,033		)	1.38%	1.45%		1.68
Cash flow hedges:
Interest rate swaps:
Pay fixed non-callable	365,500		1,402			(138		)	2.16%	1.74%		5.84
No hedge designation:
Interest rate swaps:
Pay fixed non-callable	345,333		339			(16,352		)	3.79%	1.40%		6.68
Receive fixed non-callable	3,409,916		—			—			1.25%	1.24%		0.92
Basis swaps	1,053,500		18			(106		)	1.33%	1.42%		0.91
Treasury futures	40,000		—			(36		)			123.96
Credit valuation adjustment			(16		)	56
Total financial derivatives	$	8,860,296	$	7,093		$	(26,599	)
Collateral pledged			—			24,926
Net amount			$	7,093		$	(1,673	)

Changes in the fair values of financial derivatives not designated as cash flow or fair value 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 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 reported in " Net interest income " in the consolidated statements of operations . Interest accruals on derivatives designated in fair value hedge relationships are also recorded in " Net interest income " in the consolidated statements of operations. For financial derivatives designated in cash flow hedge relationships, the unrealized gain or loss on the derivative is recorded in other comprehensive income. 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. As of June 30, 2018 , Farmer Mac expects to reclassify $1.6 million after tax, from accumulated other comprehensive income 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 June 30, 2018 . During the three and six months ended June 30, 2018 and 2017 , there were no gains or losses from interest rate swaps designated as cash flow hedges reclassified to earnings because it became probable that the original forecasted transaction would not occur.

The following table summarizes the net income/(expense) recognized in the consolidated statements of operations related to derivatives for the three and six months ended June 30, 2018 and 2017 :

Table 4.2



	For the Three Months Ended June 30, 2018
	Net Income/(Expense) Recognized in Consolidated Statement of Operations on Derivatives
	Net Interest Income									Non-Interest Income		Total
	Interest Income Farmer Mac Guaranteed Securities and USDA Securities			Interest Income Loans			Total Interest Expense			Gains/(losses) on financial derivatives and hedging activities		Total
	(in thousands)
Total amounts presented in the consolidated statement of operations:	$	74,179		$	49,396		$	(91,737	)	$	2,534	$	34,372
Income/(expense) related to interest settlements on fair value hedging relationships:
Recognized on derivatives	681			(165		)	(2,320		)	—		(1,804		)
Recognized on hedged items	15,923			1,545			(10,074		)	—		7,394
Discount amortization recognized on hedged items	—			—			(188		)	—		(188		)
Income/(expense) related to interest settlements on fair value hedging relationships	$	16,604		$	1,380		$	(12,582	)	$	—	$	5,402

Gains/(losses) on fair value hedging relationships:
Recognized on derivatives	12,485			2,235			(2,731		)	—		11,989
Recognized on hedged items	(10,849		)	(2,472		)	3,194			—		(10,127		)
Gains/(losses) on fair value hedging relationships	$	1,636		$	(237	)	$	463		$	—	$	1,862

Expense related to interest settlements on cash flow hedging relationships:
Interest settlements reclassified from AOCI into net income on derivatives	—			—			57			—		57
Recognized on hedged items	—			—			(2,330		)	—		(2,330		)
Discount amortization recognized on hedged items	—			—			(2		)	—		(2		)
Expense recognized on cash flow hedges	$	—		$	—		$	(2,275	)	$	—	$	(2,275	)

Gains/(losses) on financial derivatives not designated in hedge relationships:
Interest rate swaps	—			—			—			2,396		2,396
Treasury futures	—			—			—			138		138
Gains/(losses) on financial derivatives not designated in hedge relationships	$	—		$	—		$	—		$	2,534	$	2,534



	For the Three Months Ended June 30, 2017
	Net Income/(Expense) Recognized in Consolidated Statement of Operations on Derivatives
	Net Interest Income									Non-Interest Income			Total
	Interest Income Farmer Mac Guaranteed Securities and USDA Securities			Interest Income Loans			Total Interest Expense			Gains/(losses) on financial derivatives and hedging activities			Total
	(in thousands)
Total amounts presented in the consolidated statement of operations	$	50,106		$	39,573		$	(58,316	)	$	(617	)	$	30,746
Income/(expense) related to interest settlements on fair value hedging relationships:
Recognized on derivatives	(2,826		)	(208		)	1,257			—			(1,777		)
Recognized on hedged items	11,633			583			(5,056		)	—			7,160
Discount amortization recognized on hedged items	—			—			(120		)	—			(120		)
Income/(expense) related to interest settlements on fair value hedging relationships	$	8,807		$	375		$	(3,919	)	$	—		$	5,263

Gains/(losses) on fair value hedging relationships:
Recognized on derivatives ⁽¹⁾	—			—			—			(8,568		)	(8,568		)
Recognized on hedged items	—			—			—			9,988			9,988
Gains/(losses) on fair value hedging relationships	$	—		$	—		$	—		$	1,420		$	1,420

Expense related to interest settlements on cash flow hedging relationships:
Interest settlements reclassified from AOCI into net income on derivatives	$	—		$	—		$	(497	)	$	—		$	(497	)
Recognized on hedged items	—			—			(845		)	—			(845		)
Discount amortization recognized on hedged items	—			—			(1		)	—			(1		)
Losses recognized in income for hedge ineffectiveness	—			—			—			(146		)	(146		)
Expense recognized on cash flow hedges	$	—		$	—		$	(1,343	)	$	(146	)	$	(1,489	)

Gains/(losses) on financial derivatives not designated in hedging relationships:
Interest rate swaps	$	—		$	—		$	—		$	(1,648	)	$	(1,648	)
Agency forwards	—			—			—			(189		)	(189		)
Treasury futures	—			—			—			(54		)	(54		)
Gains/(losses) on financial derivatives not designated in hedge relationships	$	—		$	—		$	—		$	(1,891	)	$	(1,891	)

⁽¹⁾

Included in the assessment of hedge effectiveness as of June 30, 2017 , but excluded from the amounts in the table, were losses of $1.3 million for the three months ended June 30, 2017 , attributable to the fair value of the swaps at the inception of the hedging relationship. Accordingly, the amount recognized as hedge ineffectiveness for the three months ended June 30, 2017 were gains of $0.1 million .



	For the Six Months Ended June 30, 2018
	Net Income/(Expense) Recognized in Consolidated Statement of Operations on Derivatives
	Net Interest Income									Non-Interest Income			Total
	Interest Income Farmer Mac Guaranteed Securities and USDA Securities			Interest Income Loans			Total Interest Expense			Gains/(losses) on financial derivatives and hedging activities			Total
	(in thousands)
Total amounts presented in the consolidated statement of operations:	$	136,609		$	95,049		$	(168,054	)	$	(1,316	)	$	62,288
Income/(expense) related to interest settlements on fair value hedging relationships:
Recognized on derivatives	(807		)	(463		)	(2,614		)	—			(3,884		)
Recognized on hedged items	29,409			2,959			(18,628		)	—			13,740
Discount amortization recognized on hedged items	—			—			(353		)	—			(353		)
Income/(expense) related to interest settlements on fair value hedging relationships	$	28,602		$	2,496		$	(21,595	)	$	—		$	9,503

Gains/(losses) on fair value hedging relationships:
Recognized on derivatives	32,934			8,655			(12,377		)	—			29,212
Recognized on hedged items	(29,797		)	(9,045		)	14,331			—			(24,511		)
Gains/(losses) on fair value hedging relationships	$	3,137		$	(390	)	$	1,954		$	—		$	4,701

Expense related to interest settlements on cash flow hedging relationships:
Interest settlements reclassified from AOCI into net income on derivatives	—			—			(210		)	—			(210		)
Recognized on hedged items	—			—			(4,110		)	—			(4,110		)
Discount amortization recognized on hedged items	—			—			(4		)	—			(4		)
Expense recognized on cash flow hedges	$	—		$	—		$	(4,324	)	$	—		$	(4,324	)

(Losses)/gains on financial derivatives not designated in hedge relationships:
Interest rate swaps	—			—			—			(1,679		)	(1,679		)
Treasury futures	—			—			—			363			363
(Losses)/gains on financial derivatives not designated in hedge relationships	$	—		$	—		$	—		$	(1,316	)	$	(1,316	)



	For the Six Months Ended June 30, 2017
	Net Income/(Expense) Recognized in Consolidated Statement of Operations on Derivatives
	Net Interest Income									Non-Interest Income			Total
	Interest Income Farmer Mac Guaranteed Securities and USDA Securities			Interest Income Loans			Total Interest Expense			Gains/(losses) on financial derivatives and hedging activities			Total
	(in thousands)
Total amounts presented in the consolidated statement of operations	$	92,628		$	76,425		$	(107,862	)	$	1,869		$	63,060
Income/(expense) related to interest settlements on fair value hedging relationships:
Recognized on derivatives	(5,984		)	(425		)	1,440			—			(4,969		)
Recognized on hedged items	22,226			1,099			(7,764		)	—			15,561
Discount amortization recognized on hedged items	—			—			(190		)	—			(190		)
Income/(expense) related to interest settlements on fair value hedging relationships	$	16,242		$	674		$	(6,514	)	$	—		$	10,402

Gains/(losses) on fair value hedging relationships:
Recognized on derivatives ⁽¹⁾	—			—			—			(7,041		)	(7,041		)
Recognized on hedged items	—			—			—			4,584			4,584
Gains/(losses) on fair value hedging relationships	$	—		$	—		$	—		$	(2,457	)	$	(2,457	)

Expense related to interest settlements on cash flow hedging relationships:
Interest settlements reclassified from AOCI into net income on derivatives	$	—		$	—		$	(1,040	)	$	—		$	(1,040	)
Recognized on hedged items	—			—			(1,496		)	—			(1,496		)
Discount amortization recognized on hedged items	—			—			(2		)	—			(2		)
Losses recognized in income for hedge ineffectiveness	—			—			—			(175		)	(175		)
Expense recognized on cash flow hedges	$	—		$	—		$	(2,538	)	$	(175	)	$	(2,713	)

Gains/(losses) on financial derivatives not designated in hedging relationships:
Interest rate swaps	$	—		$	—		$	—		$	5,036		$	5,036
Agency forwards	—			—			—			(588		)	(588		)
Treasury futures	—			—			—			53			53
Gains/(losses) on financial derivatives not designated in hedge relationships	$	—		$	—		$	—		$	4,501		$	4,501

⁽¹⁾

Included in the assessment of hedge effectiveness as of June 30, 2017 , but excluded from the amounts in the table, were gains of $2.3 million for the six months ended June 30, 2017 , attributable to the fair value of the swaps at the inception of the hedging relationship. Accordingly, the amounts recognized as hedge ineffectiveness for the six months ended June 30, 2017 were losses of $0.1 million .

The following table shows the carrying amount and associated cumulative basis adjustment related to the application of hedge accounting that is included in the carrying amount of hedged assets and liabilities in fair value hedging relationships as of June 30, 2018 and December 31, 2017:

Table 4.3



	Hedged Items in Fair Value Relationship
	Carrying Amount of Hedged Assets/(Liabilities)						Cumulative Amount of Fair Value Hedging Adjustments included in the Carrying Amount of the Hedged Assets/(Liabilities)
	June 30, 2018			December 31, 2017			June 30, 2018			December 31, 2017
	(in thousands)
Farmer Mac Guaranteed Securities, Available-for-Sale, at fair value	$	2,223,750		$	1,928,220		$	(52,164	)	$	(22,853	)
Loans held for investment, at amortized cost	162,884			149,304			(9,088		)	(189		)
Notes Payable, due after one year ⁽¹⁾⁽²⁾	(2,345,273		)	(1,552,935		)	20,072			5,836


⁽¹⁾	Carrying amount represents amortized cost.


⁽²⁾	Includes $0.4 million of hedging adjustments on a discontinued hedging relationship.

As of June 30, 2018 and December 31, 2017, Farmer Mac's credit exposure to interest rate swap counterparties, excluding netting arrangements and any adjustment for nonperformance risk, but including accrued interest, was $71.5 million and $28.5 million , respectively; however, including netting arrangements and accrued interest, Farmer Mac's credit exposure was $2.0 million and $0.5 million as of June 30, 2018 and December 31, 2017, respectively. As of June 30, 2018 , Farmer Mac held no cash as collateral for its derivatives in net asset positions resulting in uncollateralized net asset positions of $2.0 million . As of December 31, 2017, Farmer Mac held no cash collateral for its derivatives in net asset positions, resulting in uncollateralized net asset positions of $0.5 million .

As of June 30, 2018 and December 31, 2017, 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 $55.3 million and $58.2 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 $0.7 million and $28.0 million as of June 30, 2018 and December 31, 2017, respectively. Farmer Mac posted cash of $20,000 and $24.9 million of investment securities as of June 30, 2018 and posted cash of $0.1 million and $24.8 million investment securities as of December 31, 2017. 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 June 30, 2018 and December 31, 2017, it could have been required to settle its obligations under the agreements or post additional collateral of none and $3.1 million , respectively. As of June 30, 2018 and December 31, 2017, 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 $10.1 billion notional amount of interest rate swaps outstanding as of June 30, 2018 , $8.8 billion were cleared through the swap clearinghouse. Of Farmer Mac's $8.8 billion notional amount of interest rate swaps outstanding as of December 31, 2017, $7.9 billion were cleared through the swap clearinghouse.

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 June 30, 2018 and December 31, 2017 , Farmer Mac had no loans held for sale. The following table displays the composition of the loan balances as of June 30, 2018 and December 31, 2017 :

Table 5.1



	As of June 30, 2018									As of December 31, 2017
	Unsecuritized			In Consolidated Trusts			Total			Unsecuritized			In Consolidated Trusts			Total
	(in thousands)
Farm & Ranch	$	2,935,712		$	1,443,246		$	4,378,958		$	2,798,906		$	1,399,827		$	4,198,733
Rural Utilities	991,819			—			991,819			1,076,291			—			1,076,291
Total unpaid principal balance ⁽¹⁾	3,927,531			1,443,246			5,370,777			3,875,197			1,399,827			5,275,024
Unamortized premiums, discounts, and other cost basis adjustments	(11,404		)	—			(11,404		)	(1,442		)	—			(1,442		)
Total loans	3,916,127			1,443,246			5,359,373			3,873,755			1,399,827			5,273,582
Allowance for loan losses	(5,339		)	(1,450		)	(6,789		)	(5,493		)	(1,303		)	(6,796		)
Total loans, net of allowance	$	3,910,788		$	1,441,796		$	5,352,584		$	3,868,262		$	1,398,524		$	5,266,786


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

Allowance for Losses

Farm & Ranch

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 $9.0 million as of June 30, 2018 and $8.9 million as of December 31, 2017 . See Note 6 for more information about off-balance sheet Farmer Mac Guaranteed Securities and LTSPCs.

The following is a summary of the changes in the total allowance for losses for the three and six months ended June 30, 2018 and 2017:

Table 5.2



	As of June 30, 2018							As of June 30, 2017
	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	$	6,365		$	2,091	$	8,456	$	5,811		$	1,827		$	7,638
Provision for losses	424			158		582		327			139			466
Ending Balance	$	6,789		$	2,249	$	9,038	$	6,138		$	1,966		$	8,104

For the Six Months Ended
Beginning Balance	6,796			2,070		8,866		5,415			2,020			7,435
(Release of)/provision for losses	(7		)	179		172		964			(54		)	910
Charge-offs	$	—		$	—	$	—	$	(241	)	$	—		$	(241	)
Ending Balance	$	6,789		$	2,249	$	9,038	$	6,138		$	1,966		$	8,104

During second quarter 2018 , Farmer Mac recorded a provision to both its allowance for loan losses and reserve for losses of $0.4 million and $0.2 million , respectively. The net provisions to the total allowance for loan losses recorded during second quarter 2018 were attributable to (1) a modest decline in overall portfolio credit quality, and (2) an increase in the general allowance due to net volume growth in both on and off-balance sheet Farm & Ranch loans, primarily related to new agricultural storage and processing loans purchased during second quarter 2018. Farmer Mac recorded no charge-offs to its allowance for loan losses during second quarter 2018.

During second quarter 2017, Farmer Mac recorded provisions to its allowance for loan losses and reserve for losses of $0.3 million and $0.1 million , respectively. The provisions to the allowance for loan losses recorded during the second quarter 2017 were primarily attributable to an increase in the general allowance due to overall net volume growth in on-balance sheet Farm & Ranch loans. The provision to the reserve for losses recorded during the second quarter 2017 was primarily attributable to an increase in the general reserve due to downgrades in risk ratings on certain unimpaired crop and permanent planting loans underlying LTSPCs and off-balance sheet Farmer Mac Guaranteed Securities. Farmer Mac recorded no charge-offs to its allowance for loan losses during the second quarter 2017.

The following tables present the changes in the total allowance for losses for the three and six months ended June 30, 2018 and 2017 by commodity type:

Table 5.3



	June 30, 2018
	Crops		Permanent Plantings			Livestock		Part-time Farm			Ag. Storage and Processing		Other		Total
	(in thousands)
For the Three Months Ended:
Beginning Balance	$	3,793	$	2,479		$	1,236	$	413		$	522	$	13	$	8,456
Provision for/(release of) losses	332		(111		)	86		35			198		42		582
Ending Balance	$	4,125	$	2,368		$	1,322	$	448		$	720	$	55	$	9,038

For the Six Months Ended:
Beginning Balance	$	4,081	$	2,469		$	1,211	$	481		$	606	$	18	$	8,866
Provision for/(release of) losses	44		(101		)	111		(33		)	114		37		172
Ending Balance	$	4,125	$	2,368		$	1,322	$	448		$	720	$	55	$	9,038



	June 30, 2017
	Crops			Permanent Plantings		Livestock			Part-time Farm			Ag. Storage and Processing		Other			Total
	(in thousands)
For the Three Months Ended:
Beginning Balance	$	3,562		$	1,870	$	1,379		$	324		$	472	$	31		$	7,638
Provision for/(release of) losses	173			294		(145		)	73			86		(15		)	466
Ending Balance	$	3,735		$	2,164	$	1,234		$	397		$	558	$	16		$	8,104

For the Six Months Ended:
Beginning Balance	$	3,365		$	1,723	$	1,375		$	405		$	533	$	34		$	7,435
Provision for/(release of) losses	598			441		(128		)	(8		)	25		(18		)	910
Charge-offs	(228		)	—		(13		)	—			—		—			(241		)
Ending Balance	$	3,735		$	2,164	$	1,234		$	397		$	558	$	16		$	8,104

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 June 30, 2018 and December 31, 2017 :

Table 5.4



	As of June 30, 2018
	Crops		Permanent Plantings		Livestock		Part-time Farm		Ag. Storage and Processing		Other		Total
	(in thousands)
Ending Balance:
Collectively evaluated for impairment:
On-balance sheet	$	2,424,914	$	837,083	$	677,830	$	292,445	$	10,496	$	4,567	$	4,247,335
Off-balance sheet	1,256,165		501,328		654,115		162,146		58,062		3,604		2,635,420
Total	$	3,681,079	$	1,338,411	$	1,331,945	$	454,591	$	68,558	$	8,171	$	6,882,755
Individually evaluated for impairment:
On-balance sheet	$	65,878	$	40,694	$	16,558	$	8,493	$	—	$	—	$	131,623
Off-balance sheet	10,946		12,736		6,360		904		—		73		31,019
Total	$	76,824	$	53,430	$	22,918	$	9,397	$	—	$	73	$	162,642
Total Farm & Ranch loans:
On-balance sheet	$	2,490,792	$	877,777	$	694,388	$	300,938	$	10,496	$	4,567	$	4,378,958
Off-balance sheet	1,267,111		514,064		660,475		163,050		58,062		3,677		2,666,439
Total	$	3,757,903	$	1,391,841	$	1,354,863	$	463,988	$	68,558	$	8,244	$	7,045,397
Allowance for Losses:
Collectively evaluated for impairment:
On-balance sheet	$	2,260	$	918	$	741	$	271	$	10	$	24	$	4,224
Off-balance sheet	622		182		212		54		710		5		1,785
Total	$	2,882	$	1,100	$	953	$	325	$	720	$	29	$	6,009
Individually evaluated for impairment:
On-balance sheet	$	987	$	1,211	$	241	$	101	$	—	$	25	$	2,565
Off-balance sheet	256		57		128		22		—		1		464
Total	$	1,243	$	1,268	$	369	$	123	$	—	$	26	$	3,029
Total Farm & Ranch loans:
On-balance sheet	$	3,247	$	2,129	$	982	$	372	$	10	$	49	$	6,789
Off-balance sheet	878		239		340		76		710		6		2,249
Total	$	4,125	$	2,368	$	1,322	$	448	$	720	$	55	$	9,038



	As of December 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	$	2,344,821	$	794,478	$	635,768	$	269,337	$	13,023	$	9,030	$	4,066,457
Off-balance sheet	1,236,392		532,666		678,642		155,627		45,738		4,981		2,654,046
Total	$	3,581,213	$	1,327,144	$	1,314,410	$	424,964	$	58,761	$	14,011	$	6,720,503
Individually evaluated for impairment:
On-balance sheet	$	67,828	$	38,180	$	17,766	$	7,858	$	—	$	644	$	132,276
Off-balance sheet	8,904		2,239		2,782		806		—		76		14,807
Total	$	76,732	$	40,419	$	20,548	$	8,664	$	—	$	720	$	147,083
Total Farm & Ranch loans:
On-balance sheet	$	2,412,649	$	832,658	$	653,534	$	277,195	$	13,023	$	9,674	$	4,198,733
Off-balance sheet	1,245,296		534,905		681,424		156,433		45,738		5,057		2,668,853
Total	$	3,657,945	$	1,367,563	$	1,334,958	$	433,628	$	58,761	$	14,731	$	6,867,586
Allowance for Losses:
Collectively evaluated for impairment:
On-balance sheet	$	2,104	$	1,101	$	738	$	287	$	44	$	11	$	4,285
Off-balance sheet	546		305		231		48		562		5		1,697
Total	$	2,650	$	1,406	$	969	$	335	$	606	$	16	$	5,982
Individually evaluated for impairment:
On-balance sheet	$	1,207	$	1,006	$	172	$	126	$	—	$	—	$	2,511
Off-balance sheet	224		57		70		20		—		2		373
Total	$	1,431	$	1,063	$	242	$	146	$	—	$	2	$	2,884
Total Farm & Ranch loans:
On-balance sheet	$	3,311	$	2,107	$	910	$	413	$	44	$	11	$	6,796
Off-balance sheet	770		362		301		68		562		7		2,070
Total	$	4,081	$	2,469	$	1,211	$	481	$	606	$	18	$	8,866

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 June 30, 2018 and December 31, 2017 :

Table 5.5



	As of June 30, 2018
	Crops		Permanent Plantings		Livestock		Part-time Farm		Ag. Storage and Processing		Other		Total
	(in thousands)
Impaired Loans:
With no specific allowance:
Recorded investment	$	13,239	$	12,564	$	7,816	$	3,060	$	—	$	—	$	36,679
Unpaid principal balance	13,249		12,565		7,822		3,062		—		—		36,698
With a specific allowance:
Recorded investment ⁽¹⁾	63,535		40,835		15,089		6,331		—		73		125,863
Unpaid principal balance	63,575		40,865		15,096		6,335		—		73		125,944
Associated allowance	1,243		1,268		369		123		—		26		3,029
Total:
Recorded investment	76,774		53,399		22,905		9,391		—		73		162,542
Unpaid principal balance	76,824		53,430		22,918		9,397		—		73		162,642
Associated allowance	1,243		1,268		369		123		—		26		3,029

Recorded investment of loans on nonaccrual status ⁽²⁾	$	27,442	$	26,066	$	5,142	$	4,453	$	—	$	—	$	63,103


⁽¹⁾	Impairment analysis was performed in the aggregate in consideration of similar risk characteristics of the assets and historical statistics on $123.5 million ( 76 percent ) of impaired loans as of June 30, 2018 , which resulted in a specific allowance of $2.6 million .


⁽²⁾	Includes $27.4 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.



	As of December 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	$	14,417	$	3,272	$	11,171	$	1,953	$	—	$	644	$	31,457
Unpaid principal balance	14,418		3,273		11,172		1,953		—		644		31,460
With a specific allowance:
Recorded investment ⁽¹⁾	62,309		37,143		9,376		6,710		—		76		115,614
Unpaid principal balance	62,314		37,146		9,376		6,711		—		76		115,623
Associated allowance	1,431		1,063		242		146		—		2		2,884
Total:
Recorded investment	76,726		40,415		20,547		8,663		—		720		147,071
Unpaid principal balance	76,732		40,419		20,548		8,664		—		720		147,083
Associated allowance	1,431		1,063		242		146		—		2		2,884

Recorded investment of loans on nonaccrual status ⁽²⁾	$	27,630	$	25,701	$	5,333	$	4,929	$	—	$	—	$	63,593


⁽¹⁾	Impairment analysis was performed in the aggregate in consideration of similar risk characteristics of the assets and historical statistics on $113.2 million ( 77 percent ) of impaired loans as of December 31, 2017 , which resulted in a specific allowance of $2.7 million .


⁽²⁾	Includes $15.7 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.

The following table presents by commodity type the average recorded investment and interest income recognized on impaired loans for the three and six months ended June 30, 2018 and 2017 :

Table 5.6



	June 30, 2018
	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	$	72,041	$	49,919	$	23,453	$	9,214	$	—	$	392	$	155,019
Income recognized on impaired loans	327		492		60		62		—		—		941

For the Six Months Ended:
Average recorded investment in impaired loans	$	74,527	$	45,945	$	21,361	$	8,780	$	—	$	557	$	151,170
Income recognized on impaired loans	719		664		139		117		—		—		1,639



	June 30, 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	$	65,295	$	33,222	$	12,557	$	7,926	$	—	$	40	$	119,040
Income recognized on impaired loans	160		68		22		71		—		—		321

For the Six Months Ended:
Average recorded investment in impaired loans	$	61,226	$	32,292	$	13,497	$	8,119	$	—	$	27	$	115,161
Income recognized on impaired loans	462		220		199		174		—		—		1,055

For the three and six months ended June 30, 2018 , there were no troubled debt restructurings ("TDRs"). For the three and six months ended June 30, 2017, the recorded investment of loans determined to be TDRs was $0.2 million both before and after restructuring. As of June 30, 2018 and 2017, 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 and six months ended June 30, 2018 and 2017.

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.

The following tables present information related to Farmer Mac's acquisition of defaulted loans for the three and six months ended June 30, 2018 and 2017 and the outstanding balances and carrying amounts of all such loans as of June 30, 2018 and December 31, 2017:

Table 5.7



	For the Three Months Ended				For the Six Months Ended
	June 30, 2018		June 30, 2017		June 30, 2018		June 30, 2017
	($ in thousands)
Unpaid principal balance at acquisition date:
Loans underlying LTSPCs	$	—	$	—	$	—	$	311
Loans underlying off-balance sheet Farmer Mac Guaranteed Securities (excluding AgVantage securities)	—		104		721		104
Total unpaid principal balance at acquisition date	—		104		721		415
Contractually required payments receivable	—		105		730		416
Impairment recognized subsequent to acquisition	—		—		—		—
Release of allowance for all outstanding acquired defaulted loans	—		128		—		142

Number of defaulted loans purchased	—		1		4		4



	As of
	June 30, 2018		December 31, 2017
	(in thousands)
Outstanding balance	$	19,131	$	18,866
Carrying amount	17,776		17,691

Net credit losses and 90 -day delinquencies as of and for the periods indicated for loans held and loans underlying off-balance sheet securities representing interests in pools of eligible Farm & Ranch loans ("Farm & Ranch Guaranteed Securities") and LTSPCs are presented in the table below. As of June 30, 2018 , 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 (Recoveries)/Losses
	As of				For the Six Months Ended
	June 30, 2018		December 31, 2017		June 30, 2018			June 30, 2017
	(in thousands)
On-balance sheet assets:
Farm & Ranch:
Loans	$	35,744	$	47,881	$	(18	)	$	(488	)
Total on-balance sheet	$	35,744	$	47,881	$	(18	)	$	(488	)
Off-balance sheet assets:
Farm & Ranch:
LTSPCs	$	7,332	$	563	$	—		$	—
Total off-balance sheet	$	7,332	$	563	$	—		$	—
Total	$	43,076	$	48,444	$	(18	)	$	(488	)


⁽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 $35.7 million of on-balance sheet loans reported as 90 -day delinquencies as of June 30, 2018 , $0.7 million were loans subject to "removal-of-account" provisions. Of the $47.9 million of on-balance sheet loans reported as 90 -day delinquencies as of December 31, 2017 , $0.3 million were loans subject to "removal-of-account" provisions.

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 June 30, 2018 and December 31, 2017 :

Table 5.9



	As of June 30, 2018
	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	$	2,315,593	$	829,733	$	651,584	$	287,055	$	10,496	$	4,567	$	4,099,028
Special mention ⁽²⁾	109,471		7,350		26,248		5,847		—		—		148,916
Substandard ⁽³⁾	65,728		40,694		16,556		8,036		—		—		131,014
Total on-balance sheet	$	2,490,792	$	877,777	$	694,388	$	300,938	$	10,496	$	4,567	$	4,378,958
Off-Balance Sheet:
Acceptable	$	1,146,495	$	463,043	$	610,263	$	156,667	$	56,698	$	2,945	$	2,436,111
Special mention ⁽²⁾	76,110		24,774		32,839		921		—		158		134,802
Substandard ⁽³⁾	44,506		26,247		17,373		5,462		1,364		574		95,526
Total off-balance sheet	$	1,267,111	$	514,064	$	660,475	$	163,050	$	58,062	$	3,677	$	2,666,439
Total Ending Balance:
Acceptable	$	3,462,088	$	1,292,776	$	1,261,847	$	443,722	$	67,194	$	7,512	$	6,535,139
Special mention ⁽²⁾	185,581		32,124		59,087		6,768		—		158		283,718
Substandard ⁽³⁾	110,234		66,941		33,929		13,498		1,364		574		226,540
Total	$	3,757,903	$	1,391,841	$	1,354,863	$	463,988	$	68,558	$	8,244	$	7,045,397

Commodity analysis of past due loans ⁽¹⁾
On-balance sheet	$	17,290	$	8,363	$	6,654	$	3,437	$	—	$	—	$	35,744
Off-balance sheet	5,747		—		1,085		500		—		—		7,332
90 days or more past due	$	23,037	$	8,363	$	7,739	$	3,937	$	—	$	—	$	43,076


⁽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.



	As of December 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	$	2,274,912	$	771,600	$	617,527	$	260,854	$	13,023	$	9,030	$	3,946,946
Special mention ⁽²⁾	70,063		22,878		18,405		8,483		—		—		119,829
Substandard ⁽³⁾	67,674		38,180		17,602		7,858		—		644		131,958
Total on-balance sheet	$	2,412,649	$	832,658	$	653,534	$	277,195	$	13,023	$	9,674	$	4,198,733
Off-Balance Sheet
Acceptable	$	1,132,196	$	478,573	$	634,633	$	150,906	$	42,723	$	4,294	$	2,443,325
Special mention ⁽²⁾	76,778		26,134		31,451		1,647		—		169		136,179
Substandard ⁽³⁾	36,322		30,198		15,340		3,880		3,015		594		89,349
Total off-balance sheet	$	1,245,296	$	534,905	$	681,424	$	156,433	$	45,738	$	5,057	$	2,668,853
Total Ending Balance:
Acceptable	$	3,407,108	$	1,250,173	$	1,252,160	$	411,760	$	55,746	$	13,324	$	6,390,271
Special mention ⁽²⁾	146,841		49,012		49,856		10,130		—		169		256,008
Substandard ⁽³⁾	103,996		68,378		32,942		11,738		3,015		1,238		221,307
Total	$	3,657,945	$	1,367,563	$	1,334,958	$	433,628	$	58,761	$	14,731	$	6,867,586

Commodity analysis of past due loans ⁽¹⁾
On-balance sheet	$	21,702	$	18,833	$	3,835	$	3,511	$	—	$	—	$	47,881
Off-balance sheet	151		—		—		412		—		—		563
90 days or more past due	$	21,853	$	18,833	$	3,835	$	3,923	$	—	$	—	$	48,444


⁽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.

Concentrations of Credit Risk

The following table sets forth the geographic and commodity/collateral diversification, the range of original loan-to-value ratios, and the range in the size of borrower exposure for all Farm & Ranch loans held and loans underlying off-balance sheet Farm & Ranch Guaranteed Securities and LTSPCs as of June 30, 2018 and December 31, 2017:

Table 5.10



	As of
	June 30, 2018		December 31, 2017
	(in thousands)
By commodity/collateral type:
Crops	$	3,757,903	$	3,657,945
Permanent plantings	1,391,841		1,367,563
Livestock	1,354,863		1,334,958
Part-time farm	463,988		433,628
Ag. Storage and Processing	68,558		58,761
Other	8,244		14,731
Total	$	7,045,397	$	6,867,586
By geographic region ⁽¹⁾ :
Northwest	$	819,607	$	740,991
Southwest	2,170,739		2,093,213
Mid-North	2,279,960		2,244,094
Mid-South	879,945		908,603
Northeast	305,288		296,264
Southeast	589,858		584,421
Total	$	7,045,397	$	6,867,586
By original loan-to-value ratio ⁽²⁾ :
0.00% to 40.00%	$	1,314,094	$	1,322,422
40.01% to 50.00%	1,762,371		1,733,671
50.01% to 60.00%	2,440,299		2,385,605
60.01% to 70.00%	1,235,630		1,150,914
70.01% to 80.00%	268,002		248,799
80.01% to 90.00%	25,001		26,175
Total	$	7,045,397	$	6,867,586
By size of borrower exposure ⁽³⁾ :
Less than $1,000,000	$	2,427,187	$	2,379,596
$1,000,000 to $4,999,999	2,729,196		2,627,617
$5,000,000 to $9,999,999	908,347		867,574
$10,000,000 to $24,999,999	565,184		584,896
$25,000,000 to $50,000,000	415,483		407,903
Total	$	7,045,397	$	6,867,586


⁽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).

⁽²⁾

As of second quarter 2017, Farmer Mac revised its calculation of the original loan-to-value ratio of a loan to combine for any cross-collateralized loans: (i) the original loan principal balance amounts in the numerator and (ii) the original appraised property values in the denominator. In previous periods, the ratio was calculated on a loan-by-loan basis without considering the effects of any cross-collateralization. Prior period information has been reclassified to conform to the current period calculation and presentation.


⁽³⁾	Includes multiple loans to the same borrower or borrower-related entities.

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.


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 June 30, 2018 and December 31, 2017, 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 June 30, 2018		As of December 31, 2017
	(in thousands)
Farm & Ranch:
Guaranteed Securities	$	297,833	$	333,511
USDA Guarantees:
Farmer Mac Guaranteed USDA Securities	325,652		254,217
Institutional Credit:
AgVantage Securities	11,556		11,556
Revolving floating rate AgVantage facility ⁽¹⁾	300,000		300,000
Total off-balance sheet Farmer Mac Guaranteed Securities	$	935,041	$	899,284


⁽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 Six Months Ended
	June 30, 2018			June 30, 2017
	(in thousands)
Proceeds from new securitizations	$	196,290		$	247,975
Guarantee fees received	1,063			1,701
Purchases of assets from the trusts	(721		)	(104		)

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 $3.2 million

as of June 30, 2018 and $3.6 million as of December 31, 2017. As of June 30, 2018 and December 31, 2017, the weighted-average remaining maturity of all loans underlying off-balance sheet Farmer Mac Guaranteed Securities, excluding AgVantage securities, was 9.7 years and 10.0 years , respectively. As of June 30, 2018 and December 31, 2017, the weighted-average remaining maturity of the off-balance sheet AgVantage securities was 0.3 years and 0.8 years , respectively.

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.

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 $3.0 billion and $3.1 billion as of June 30, 2018 and December 31, 2017, respectively.

As of June 30, 2018 and December 31, 2017, the weighted-average remaining maturity of all loans underlying LTSPCs was 15.5 years and 15.3 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 $35.2 million as of June 30, 2018 and $34.8 million as of December 31, 2017.


7.	EQUITY

Common Stock

For the first and second quarter 2018, Farmer Mac paid a quarterly dividend of $0.58 per share on all classes of its common stock. For each quarter in 2017, Farmer Mac paid a quarterly dividend of $0.36 per share on all classes of its common stock.

In August 2017, Farmer Mac's board of directors approved the continuation of the share repurchase program on its existing terms through August 2019 for the repurchase of up to $5.4 million of Farmer Mac's outstanding Class C non-voting common stock, which is the amount that was remaining under the share repurchase program originally authorized in third quarter 2015.

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.


•	Risk-based capital requirement – Farmer Mac's charter directs the Farm Credit Administration ("FCA"), an independent agency in the executive branch of the United States government that regulates Farmer Mac, 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 June 30, 2018 and December 31, 2017, 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 June 30, 2018 , Farmer Mac's minimum capital requirement was $543.2 million and its core capital level was $692.8 million , which was $149.6 million above the minimum capital requirement as of that date. As of December 31, 2017, Farmer Mac's minimum capital requirement was $520.3 million and its core capital level was $657.1 million , which was $136.8 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.


8.	FAIR VALUE DISCLOSURES

As of June 30, 2018 , Farmer Mac's assets and liabilities recorded at fair value included financial instruments valued at $6.0 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 32 percent of total assets and 72 percent of financial instruments measured at fair value as of June 30, 2018 . As of December 31, 2017, Farmer Mac's assets and liabilities recorded at fair value included financial instruments valued at $5.5 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 71 percent of financial instruments measured at fair value as of December 31, 2017.

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 half of 2018 there were no transfers within 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 half of 2017 there was one transfer within the 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 security). 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. During second quarter 2018 the remaining premium of this interest-only security held in that portfolio was fully amortized because the issuer called the security upon full prepayment of the underlying mortgage loan that collateralized the security.

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 June 30, 2018 and December 31, 2017, 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 June 30, 2018
	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	$	—	$	—	$	19,010	$	19,010
Floating rate asset-backed securities	—		31,321		—		31,321
Floating rate Government/GSE guaranteed mortgage-backed securities	—		1,368,125		—		1,368,125
Fixed rate GSE guaranteed mortgage-backed securities	—		439		—		439
Fixed rate U.S. Treasuries	905,703		—		—		905,703
Total Investment Securities	905,703		1,399,885		19,010		2,324,598
Farmer Mac Guaranteed Securities:
Available-for-sale:
AgVantage	—		—		5,985,806		5,985,806
Total Farmer Mac Guaranteed Securities	—		—		5,985,806		5,985,806
USDA Securities:
Trading	—		—		10,748		10,748
Total USDA Securities	—		—		10,748		10,748
Financial derivatives	—		8,011		—		8,011
Total Assets at fair value	$	905,703	$	1,407,896	$	6,015,564	$	8,329,163
Liabilities:
Financial derivatives	$	123	$	20,041	$	—	$	20,164
Total Liabilities at fair value	$	123	$	20,041	$	—	$	20,164
Non-recurring:
Assets:
Loans held for investment	$	—	$	—	$	343	$	343
Total Non-recurring Assets at fair value	$	—	$	—	$	343	$	343



Assets and Liabilities Measured at Fair Value as of December 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	$	—	$	—	$	18,814	$	18,814
Floating rate asset-backed securities	—		34,210		—		34,210
Floating rate Government/GSE guaranteed mortgage-backed securities	—		1,290,187		—		1,290,187
Fixed rate GSE guaranteed mortgage-backed securities	—		486		4,333		4,819
Fixed rate senior agency debt	—		99,951		—		99,951
Fixed rate U.S. Treasuries	767,424		—		—		767,424
Total available-for-sale	767,424		1,424,834		23,147		2,215,405
Farmer Mac Guaranteed Securities:
Available-for-sale:
AgVantage	—		—		5,471,914		5,471,914
Total Farmer Mac Guaranteed Securities	—		—		5,471,914		5,471,914
USDA Securities:
Trading	—		—		13,515		13,515
Total USDA Securities	—		—		13,515		13,515
Financial derivatives	—		7,093		—		7,093
Total Assets at fair value	$	767,424	$	1,431,927	$	5,508,576	$	7,707,927
Liabilities:
Financial derivatives	$	36	$	26,563	$	—	$	26,599
Total Liabilities at fair value	$	36	$	26,563	$	—	$	26,599
Non-recurring:
Assets:
Loans held for investment	$	—	$	—	$	508	$	508
Total Non-recurring Assets at fair value	$	—	$	—	$	508	$	508

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 and six months ended June 30, 2018 and 2017.

Table 8.2



Level 3 Assets and Liabilities Measured at Fair Value for the Three Months Ended June 30, 2018
	Beginning Balance		Purchases		Sales			Settlements			Realized and Unrealized (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	$	19,010	$	—	$	—		$	—		$	—		$	—	$	19,010
Fixed rate GSE guaranteed mortgage-backed securities	4,120		—		—			(2,028		)	(2,092		)	—		—
Total available-for-sale	23,130		—		—			(2,028		)	(2,092		)	—		19,010
Farmer Mac Guaranteed Securities:
Available-for-sale:
AgVantage	5,839,387		303,517		—			(149,193		)	(10,850		)	2,945		5,985,806
Total available-for-sale	5,839,387		303,517		—			(149,193		)	(10,850		)	2,945		5,985,806
USDA Securities:
Available-for-sale	—		45,014		(45,014		)	—			—			—		—
Trading ⁽¹⁾	11,558		—		—			(821		)	11			—		10,748
Total USDA Securities	11,558		45,014		(45,014		)	(821		)	11			—		10,748
Total Assets at fair value	$	5,874,075	$	348,531	$	(45,014	)	$	(152,042	)	$	(12,931	)	$	2,945	$	6,015,564


⁽¹⁾	Includes unrealized gains of $11,000 attributable to assets still held as of June 30, 2018 that are recorded in " Gains/(losses) on trading securities ."



Level 3 Assets and Liabilities Measured at Fair Value for the Three Months Ended June 30, 2017
	Beginning Balance		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	$	18,124	$	—	$	—		$	—		$	—		$	394		$	18,518
Fixed rate GSE guaranteed mortgage-backed securities	$	4,819	$	—	$	—		$	(111	)	$	—		$	(57	)	$	4,651
Total available-for-sale	22,943		—		—			(111		)	—			337			23,169
Farmer Mac Guaranteed Securities:
Available-for-sale:
AgVantage	5,243,046		194,288		—			(165,248		)	9,552			924			5,282,562
Total available-for-sale	5,243,046		194,288		—			(165,248		)	9,552			924			5,282,562
USDA Securities:
Available-for-sale	—		53,506		(53,506		)	—			—			—			—
Trading ⁽¹⁾	18,602		—		—			(2,306		)	(2		)	—			16,294
Total USDA Securities	18,602		53,506		(53,506		)	(2,306		)	(2		)	—			16,294
Total Assets at fair value	$	5,284,591	$	247,794	$	(53,506	)	$	(167,665	)	$	9,550		$	1,261		$	5,322,025


⁽¹⁾	Includes unrealized gains of $0.1 million attributable to assets still held as of June 30, 2017 that are recorded in " Gains/(losses) on trading securities ."



Level 3 Assets and Liabilities Measured at Fair Value for the Six Months Ended June 30, 2018
	Beginning Balance		Cumulative Effect from Change in Hedge Accounting		Purchases		Sales			Settlements			Realized and Unrealized (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	$	18,814	—		$	—	$	—		$	—		$	—		$	196		$	19,010
Fixed rate GSE guaranteed mortgage-backed securities	4,333		—		—		—			(2,137		)	(2,092		)	(104		)	—
Total available-for-sale	23,147		—		—		—			(2,137		)	(2,092		)	92			19,010
Farmer Mac Guaranteed Securities:
Available-for-sale:
AgVantage	5,471,914		487		958,964		—			(439,461		)	(29,798		)	23,700			5,985,806
Total available-for-sale	5,471,914		487		958,964		—			(439,461		)	(29,798		)	23,700			5,985,806
USDA Securities:
Available-for-sale	—		—		79,307		(79,307		)	—			—			—			—
Trading ⁽¹⁾	13,515		—		—		—			(2,794		)	27			—			10,748
Total USDA Securities	13,515		—		79,307		(79,307		)	(2,794		)	27			—			10,748
Total Assets at fair value	$	5,508,576	$	487	$	1,038,271	$	(79,307	)	$	(444,392	)	$	(31,863	)	$	23,792		$	6,015,564


⁽¹⁾	Includes unrealized gains of $0.1 million attributable to assets still held as of June 30, 2018 that are recorded in " Gains/(losses) on trading securities ."



Level 3 Assets and Liabilities Measured at Fair Value for the Six Months Ended June 30, 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	$	—	$	—	$	—		$	—		$	—		$	788		$	18,518
Fixed rate GSE guaranteed mortgage-backed securities	$	—	$	7,041	$	—	$	—		$	(223	)	$	—		$	(2,167	)	$	4,651
Total available-for-sale	17,730		7,041		—		—			(223		)	—			(1,379		)	23,169
Farmer Mac Guaranteed Securities:
Available-for-sale:
AgVantage	4,853,685		—		733,815		—			(327,155		)	6,337			15,880			5,282,562
Total available-for-sale	4,853,685		—		733,815		—			(327,155		)	6,337			15,880			5,282,562
USDA Securities:
Available-for-sale	—		—		86,095		(86,095		)	—			—			—			—
Trading ⁽¹⁾	20,388		—		—		—			(4,010		)	(84		)	—			16,294
Total USDA Securities	20,388		—		86,095		(86,095		)	(4,010		)	(84		)	—			16,294
Total Assets at fair value	$	4,891,803	$	7,041	$	819,910	$	(86,095	)	$	(331,388	)	$	6,253		$	14,501		$	5,322,025


⁽¹⁾	Includes unrealized gains of $7,000 attributable to assets still held as of June 30, 2017 that are recorded in " Gains/(losses) on trading securities ."

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 June 30, 2018 and December 31, 2017.

Table 8.3



	As of June 30, 2018
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	$	19,010	Indicative bids	Range of broker quotes	96.5% - 96.5% (96.5%)
Farmer Mac Guaranteed Securities:
AgVantage	$	5,985,806	Discounted cash flow	Discount rate	2.7% - 4.0% (2.9%)

USDA Securities	$	10,748	Discounted cash flow	Discount rate	3.3% - 5.2% (4.9%)
				CPR	7% - 17% (16%)



	As of December 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	$	18,814	Indicative bids	Range of broker quotes	95.5% - 95.5% (95.5%)
Fixed rate GSE guaranteed mortgage-backed securities	$	4,333	Discounted cash flow	Discount rate	2.9%
				CPR	0 %
Farmer Mac Guaranteed Securities:
AgVantage	$	5,471,914	Discounted cash flow	Discount rate	2.1% - 3.4% (2.4%)

USDA Securities	$	13,515	Discounted cash flow	Discount rate	3.6% - 5.4% (5.0%)
				CPR	7% - 19% (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.

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 June 30, 2018 and December 31, 2017:

Table 8.4



	As of June 30, 2018				As of December 31, 2017
	Fair Value		Carrying Amount		Fair Value		Carrying Amount
	(in thousands)
Financial assets:
Cash and cash equivalents	$	430,812	$	430,812	$	302,022	$	302,022
Investment securities	2,370,461		2,369,630		2,260,969		2,260,437
Farmer Mac Guaranteed Securities	8,060,393		8,078,898		7,588,806		7,598,188
USDA Securities	2,044,933		2,123,366		2,076,396		2,131,365
Loans	5,337,868		5,352,584		5,279,225		5,266,786
Financial derivatives	8,011		8,011		7,093		7,093
Guarantee and commitment fees receivable:
LTSPCs	37,181		36,141		33,871		35,718
Farmer Mac Guaranteed Securities	3,783		3,774		4,323		4,177
Financial liabilities:
Notes payable:
Due within one year	7,761,788		7,774,301		8,079,309		8,089,826
Due after one year	8,369,155		8,416,896		7,445,545		7,432,790
Debt securities of consolidated trusts held by third parties	1,416,899		1,449,888		1,386,652		1,404,945
Financial derivatives	20,164		20,164		26,599		26,599
Guarantee and commitment obligations:
LTSPCs	36,243		35,202		32,976		34,824
Farmer Mac Guaranteed Securities	3,234		3,226		3,722		3,576

The carrying value of cash and cash equivalents is a reasonable estimate of their approximate fair value and is classified as Level 1. Investment securities primarily are valued based on unadjusted quoted prices in active markets and are classified as Level 2. 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. Financial derivatives primarily are valued using unadjusted counterparty valuations and are classified as Level 2. 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. 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. Because the cash flows of Farmer Mac's financial 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.


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 and six months ended June 30, 2018 and 2017 :

Table 9.1



Core Earnings by Business Segment
For the Three Months Ended June 30, 2018
	Farm & Ranch			USDA Guarantees			Rural Utilities			Institutional Credit			Corporate			Reconciling Adjustments				Consolidated Net Income
	(in thousands)
Net interest income	$	15,889		$	5,072		$	3,313		$	18,805		$	854		$	—			$	43,933
Less: reconciling adjustments ^(1)(2)(3)(4)	(2,542		)	(674		)	(390		)	(3,585		)	(580		)	7,771				—
Net effective spread	13,347			4,398			2,923			15,220			274			7,771				—
Guarantee and commitment fees ⁽²⁾	4,488			190			402			91			—			(1,690		)		3,481
Other income/(expense) ⁽³⁾	341			8			5			—			(209		)	2,754				2,899
Non-interest income/(loss)	4,829			198			407			91			(209		)	1,064				6,380

Provision for loan losses	(424		)	—			—			—			—			—				(424		)

Provision for reserve for losses	(158		)	—			—			—			—			—				(158		)
Other non-interest expense	(4,954		)	(1,312		)	(739		)	(2,030		)	(3,728		)	—				(12,763		)
Non-interest expense ⁽⁵⁾	(5,112		)	(1,312		)	(739		)	(2,030		)	(3,728		)	—				(12,921		)
Core earnings before income taxes	12,640			3,284			2,591			13,281			(3,663		)	8,835			⁽⁶⁾	36,968
Income tax (expense)/benefit	(2,654		)	(690		)	(544		)	(2,789		)	1,200			(1,855		)		(7,332		)
Core earnings before preferred stock dividends and attribution of income to non-controlling interest	9,986			2,594			2,047			10,492			(2,463		)	6,980			⁽⁶⁾	29,636
Preferred stock dividends	—			—			—			—			(3,296		)	—				(3,296		)
Segment core earnings/(losses)	$	9,986		$	2,594		$	2,047		$	10,492		$	(5,759	)	$	6,980		⁽⁶⁾	$	26,340

Total assets at carrying value	$	4,428,172		$	2,177,345		$	995,068		$	8,144,763		$	2,881,423		$	—			$	18,626,771
Total on- and off-balance sheet program assets at principal balance	$	7,045,397		$	2,418,115		$	1,669,440		$	8,391,885		—			—				$	19,524,837


⁽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⁾

Effective in fourth quarter 2017, Farmer Mac revised its methodology for calculating net effective spread, a component of core earnings, to also include the net effects of gains/(losses) due to terminations or net settlements on financial derivatives and hedging activities. All prior period information has been recast to reflect the revised methodology. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Use of Non-GAAP Measures—Net Effective Spread."


⁽⁵⁾	Includes directly attributable costs and an allocation of indirectly attributable costs based on employee headcount.


⁽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.



Core Earnings by Business Segment
For the Three Months Ended June 30, 2017
	Farm & Ranch			USDA Guarantees			Rural Utilities			Institutional Credit			Corporate			Reconciling Adjustments				Consolidated Net Income
	(in thousands)
Net interest income	$	13,338		$	5,176		$	3,003		$	15,431		$	2,783		$	—			$	39,731
Less: reconciling adjustments ^(1)(2)(3)(4)	(2,180		)	(625		)	(334		)	(964		)	(294		)	4,397				—
Net effective spread	11,158			4,551			2,669			14,467			2,489			4,397				—
Guarantee and commitment fees ⁽²⁾	4,191			99			487			165			—			(1,470		)		3,472
Other income/(expense) ⁽³⁾⁽⁵⁾	994			11			5			—			(146		)	(592		)		272
Non-interest income/(loss)	5,185			110			492			165			(146		)	(2,062		)		3,744

Provision for loan losses	(327		)	—			—			—			—			—				(327		)

Provision for reserve for losses	(139		)	—			—			—			—			—				(139		)
Other non-interest expense	(4,446		)	(1,166		)	(643		)	(1,622		)	(3,374		)	—				(11,251		)
Non-interest expense ⁽⁶⁾	(4,585		)	(1,166		)	(643		)	(1,622		)	(3,374		)	—				(11,390		)
Core earnings before income taxes	11,431			3,495			2,518			13,010			(1,031		)	2,335			⁽⁷⁾	31,758
Income tax (expense)/benefit	(4,001		)	(1,223		)	(881		)	(4,554		)	352			(817		)		(11,124		)
Core earnings before preferred stock dividends and attribution of income to non-controlling interest	7,430			2,272			1,637			8,456			(679		)	1,518			⁽⁷⁾	20,634
Preferred stock dividends	—			—			—			—			(3,296		)	—				(3,296		)
Non-controlling interest	—			—			—			—			150			—				150
Segment core earnings/(losses)	$	7,430		$	2,272		$	1,637		$	8,456		$	(3,825	)	$	1,518		⁽⁷⁾	$	17,488

Total assets at carrying value	$	3,958,344		$	2,141,569		$	1,038,383		$	7,425,774		$	2,703,315		$	—			$	17,267,385
Total on- and off-balance sheet program assets at principal balance	$	6,426,518		$	2,237,013		$	1,883,909		$	7,711,418		$	—		$	—			$	18,258,858


⁽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⁾


⁽⁵⁾	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.


⁽⁶⁾	Includes directly attributable costs and an allocation of indirectly attributable costs based on employee headcount.


⁽⁷⁾	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.



Core Earnings by Business Segment
For the Six Months Ended June 30, 2018
	Farm & Ranch			USDA Guarantees			Rural Utilities			Institutional Credit			Corporate			Reconciling Adjustments				Consolidated Net Income
	(in thousands)
Net interest income	$	30,830		$	10,142		$	5,850		$	36,637		$	3,703		$	—			$	87,162
Less: reconciling adjustments ^(1)(2)(3)(4)	(4,943		)	(1,344		)	23			(6,593		)	(1,042		)	13,899				—
Net effective spread	25,887			8,798			5,873			30,044			2,661			13,899				—
Guarantee and commitment fees ⁽²⁾	8,867			356			851			180			—			(3,274		)		6,980
Other income/(expense) ⁽³⁾	899			13			10			—			(349		)	(934		)		(361		)
Non-interest income/(loss)	9,766			369			861			180			(349		)	(4,208		)		6,619

Provision for loan losses	7			—			—			—			—			—				7

Provision for reserve for losses	(179		)	—			—			—			—			—				(179		)
Other non-interest expense	(9,474		)	(2,505		)	(1,412		)	(3,876		)	(7,117		)	—				(24,384		)
Non-interest expense ⁽⁵⁾	(9,653		)	(2,505		)	(1,412		)	(3,876		)	(7,117		)	—				(24,563		)
Core earnings before income taxes	26,007			6,662			5,322			26,348			(4,805		)	9,691			⁽⁶⁾	69,225
Income tax (expense)/benefit	(5,461		)	(1,399		)	(1,118		)	(5,533		)	1,775			(2,034		)		(13,770		)
Core earnings before preferred stock dividends and attribution of income to non-controlling interest	20,546			5,263			4,204			20,815			(3,030		)	7,657			⁽⁶⁾	55,455
Preferred stock dividends	—			—			—			—			(6,591		)	—				(6,591		)
Segment core earnings/(losses)	$	20,546		$	5,263		$	4,204		$	20,815		$	(9,621	)	$	7,657		⁽⁶⁾	$	48,864

Total assets at carrying value	$	4,428,172		$	2,177,345		$	995,068		$	8,144,763		$	2,881,423		$	—			$	18,626,771
Total on- and off-balance sheet program assets at principal balance	$	7,045,397		$	2,418,115		$	1,669,440		$	8,391,885		—			—				$	19,524,837


⁽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⁾


⁽⁵⁾	Includes directly attributable costs and an allocation of indirectly attributable costs based on employee headcount.


⁽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.



Core Earnings by Business Segment
For the Six Months Ended June 30, 2017
	Farm & Ranch			USDA Guarantees			Rural Utilities			Institutional Credit			Corporate			Reconciling Adjustments				Consolidated Net Income
	(in thousands)
Net interest income	$	26,092		$	10,459		$	5,951		$	28,933		$	5,367		$	—			$	76,802
Less: reconciling adjustments ^(1)(2)(3)(4)	(4,423		)	(1,347		)	(714		)	(1,851		)	(607		)	8,942				—
Net effective spread	21,669			9,112			5,237			27,082			4,760			8,942				—
Guarantee and commitment fees ⁽²⁾	8,486			173			979			620			—			(2,942		)		7,316
Other income/(expense) ⁽³⁾⁽⁵⁾	1,188			25			10			—			121			1,880				3,224
Non-interest income/(loss)	9,674			198			989			620			121			(1,062		)		10,540

Provision for loan losses	(964		)	—			—			—			—			—				(964		)

Provision for reserve for losses	54			—			—			—			—			—				54
Other non-interest expense	(8,511		)	(2,253		)	(1,230		)	(3,143		)	(6,856		)	—				(21,993		)
Non-interest expense ⁽⁶⁾	(8,457		)	(2,253		)	(1,230		)	(3,143		)	(6,856		)	—				(21,939		)
Core earnings before income taxes	21,922			7,057			4,996			24,559			(1,975		)	7,880			⁽⁷⁾	64,439
Income tax (expense)/benefit	(7,673		)	(2,470		)	(1,748		)	(8,596		)	1,336			(2,759		)		(21,910		)
Core earnings before preferred stock dividends and attribution of income to non-controlling interest	14,249			4,587			3,248			15,963			(639		)	5,121			⁽⁷⁾	42,529
Preferred stock dividends	—			—			—			—			(6,591		)	—				(6,591		)
Non-controlling interest	—			—			—			—			165			—				165
Segment core earnings/(losses)	$	14,249		$	4,587		$	3,248		$	15,963		$	(7,065	)	$	5,121		⁽⁷⁾	$	36,103

Total assets at carrying value	$	3,958,344		$	2,141,569		$	1,038,383		$	7,425,774		$	2,703,315		$	—			$	17,267,385
Total on- and off-balance sheet program assets at principal balance	$	6,426,518		$	2,237,013		$	1,883,909		$	7,711,418		—			—				$	18,258,858


⁽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⁾


⁽⁵⁾	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.


⁽⁶⁾	Includes directly attributable costs and an allocation of indirectly attributable costs based on employee headcount.


⁽⁷⁾	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.


10.	INCOME TAXES

As a result of the changes to the U.S. tax code resulting from legislation enacted in December 2017, Farmer Mac's effective tax rate decreased from 35.5 percent for the year ended December 31, 2017 to 19.9 percent for the first half of 2018. The effective tax rate was lower than the statutory corporate tax rate in first half of 2018 due to net tax benefits recognized related to exercises of share-based compensation awards during first quarter 2018.


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 two subsidiaries – Farmer Mac Mortgage Securities Corporation and Farmer Mac II LLC. The accounts of Contour Valuation Services, LLC (which began doing business as AgVisory during first quarter 2016) ("AgVisory"), Farmer Mac's former majority-owned subsidiary, are also included through June 30, 2017. Farmer Mac redeemed its ownership interest in AgVisory on May 1, 2017. 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, 2017 filed with the SEC on March 8, 2018.

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 executive leadership;


•	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, 2017 filed with the SEC on March 8, 2018, 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;


•	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;


•	the effect of any changes in Farmer Mac's executive leadership;


•	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, changes in U.S. trade policies, and/or fluctuations in 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.

Overview

Farmer Mac increased its outstanding business volume by $145.4 million from the end of first quarter 2018 to $19.5 billion as of June 30, 2018. The primary driver of the increase was net portfolio growth of $104.6 million in Farm & Ranch loans. Farmer Mac also grew its portfolio of AgVantage securities by $66.0 million . Farmer Mac's overall credit quality declined modestly during second quarter 2018 compared to first quarter 2018, as reflected by the increase in dollars in total allowance for losses and the slight increase in dollars in substandard assets. Farmer Mac's 90-day delinquencies decreased modestly both in dollars and as a percentage of the Farm & Ranch portfolio. Farmer Mac's substandard assets rate and 90-day delinquencies rate each remained below Farmer Mac's historical averages.

Farmer Mac experienced a payoff transaction in second quarter 2018 related to a legacy security held within its investment portfolio, which is not related to any of Farmer Mac's four lines of business. Specifically, the remaining $2.0 million in premium of an interest-only security held in that portfolio was fully amortized (the "Interest-Only Amortization") because the issuer called the security upon full prepayment of the underlying mortgage loan that collateralized the security. This redemption reduced net interest income and net effective spread by $2.0 million and net income attributable to common stockholders and core earnings by $1.6 million after tax for second quarter 2018. However, Farmer Mac received a net after-tax economic benefit of $3.2 million as a result of the transactions related to this interest-only security that occurred over a five-year period. For more information about this payoff transaction, see "—Net Interest Income and Net Effective Spread" below and "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Net Interest Income." Farmer Mac does not currently hold any other interest-only securities in its investment portfolio.

As a result of the changes to the U.S. tax code resulting from legislation enacted in December 2017, Farmer Mac's effective tax rate decreased from 35.5 percent for the year ended December 31, 2017 to 19.9 percent for the six months ended June 30, 2018. Farmer Mac also increased its quarterly dividend on all three classes of its common stock by 61 percent from $0.36 per share in each quarter of 2017 to $0.58 per share for both the first and second quarter 2018.

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 second quarter 2018 was $26.3 million , compared to $22.5 million in first quarter 2018 and $17.5 million in second quarter 2017.

The $3.8 million sequential increase in net income attributable to common stockholders was driven by: (1) an increase in gains in fair value of financial derivatives and hedged assets of $5.0 million after tax; and (2) a $0.6 million after-tax increase in net interest income, which includes the $1.6 million after-tax negative impact of the Interest-Only Amortization. The increase was offset in part by (1) a $0.8 million after-tax increase in the provision for loan losses; and (2) a $0.7 million after-tax increase in general and administrative ("G&A") expenses. The increase in G&A expenses was primarily due to a $0.3 million

after-tax increase in hiring or hiring-related expenses, including expenses related to the search process for Farmer Mac's next President and Chief Executive Officer, and a $0.2 million after-tax increase in servicing advances. Servicing advances are potentially recoverable expenses paid by Farmer Mac on behalf of borrowers for items such as legal fees, appraisal fees, insurance, and taxes to protect Farmer Mac's interest in the collateral underlying a mortgage loan.

The $8.8 million year-over-year increase in net income attributable to common stockholders was driven by: (1) an increase of $3.3 million after tax in net interest income, which includes a $1.6 million after-tax negative impact of the Interest-Only Amortization; and (2) a $2.5 million after-tax increase in gains in fair value of financial derivatives and hedged assets. Also contributing to the year-over-year increase was the impact of the lower federal corporate income tax rate, which resulted in a $5.2 million decrease in income tax expense. These increases were offset in part by: (1) a $1.2 million after-tax increase in non-interest expense in second quarter 2018, primarily attributable to higher compensation and employee benefits expenses and higher G&A expenses; and (2) a decrease in net realized gains of $0.6 million after tax on the sale of real estate owned properties.

Farmer Mac's non-GAAP core earnings for second quarter 2018 were $19.4 million , compared to $21.8 million in first quarter 2018 and $16.0 million in second quarter 2017.

The $2.4 million sequential decrease in core earnings was primarily attributable to: (1) a $0.7 million after-tax decrease in net effective spread, which includes the $1.6 million after-tax negative impact of the Interest-Only Amortization; (2) a $0.9 million after-tax increase in operating expenses, primarily due to an increase in G&A expenses, including hiring and hiring-related expenses and servicing advances, and an increase in compensation and benefits expenses; and (3) a $0.7 million after-tax increase in credit-related expenses due to a provision for the total allowance for losses of $0.5 million after tax in second quarter 2018 compared to a release to the allowance for losses of $0.3 million after tax in first quarter 2018.

The $3.4 million year-over-year increase in core earnings was primarily attributable to: (1) a $0.7 million after-tax increase in net effective spread, which includes a $1.6 million after-tax negative impact of the Interest-Only Amortization; and (2) a $4.8 million decrease in income tax expense attributable to the lower federal corporate income tax rate. The year-over-year increase in core earnings was offset in part by a $1.2 million after-tax increase in operating expenses. The increase in operating expenses was primarily attributable to an increase in G&A expenses, including expenses related to: (1) continued technology and business infrastructure investments; (2) an increase in headcount and the search process for Farmer Mac's next President and Chief Executive Officer; (3) new leases for office space entered into during 2017; and (4) legal fees related to general corporate matters. Also contributing to the offset was a $0.6 million after-tax decrease in net realized gains on the sale of real estate owned properties.

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 $43.9 million for second quarter 2018, compared to $43.2 million for first quarter 2018 and $39.7 million for second quarter 2017. The overall net interest yield was 0.96 percent for second quarter 2018, compared to 0.98 percent for first quarter 2018 and 0.95 percent for second quarter 2017.

The $0.7 million sequential increase in net interest income was driven primarily by the effect of an increase in short-term interest rates on assets and liabilities indexed to LIBOR due to the Federal Reserve's decisions since December 2017 to raise the target range for the federal funds rate. 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 relationships. Another factor contributing to the increase was a decrease in net yield adjustments related to amortizations of premiums and discounts on assets consolidated at fair value.

The 2 basis point sequential decrease in net interest yield was primarily attributable to the Interest-Only Amortization, which had a 5 basis point negative impact during second quarter 2018. In December 2011, Farmer Mac purchased a pre-payable, structured adjustable rate mortgage-backed security (the "Original Bond") for $152.3 million. The Original Bond had a contractual coupon rate of three-month LIBOR plus 97 basis points. In 2012, due to actions of the central banks around the world, credit spreads decreased and market liquidity increased, resulting in a 67 basis point decline in market spreads of similar newly issued bonds. This decline in market spreads created an incentive for the borrower on the underlying mortgage loan that collateralized the Original Bond to prepay the loan. Because of the large unpaid principal balance on the Original Bond held by Farmer Mac, its open prepayment option, and a significant differential between its contractual coupon rate and the then-current market rate, Farmer Mac had to match fund the Original Bond with short-term debt to continue holding it, which became inefficient from a liquidity perspective. Therefore, Farmer Mac sold the Original Bond at its fair value to the issuer through a dealer for a $3.1 million after-tax gain and the issuer re-securitized the Original Bond into a par security and an interest-only security. The par security was sold to a third party investor and Farmer Mac purchased the interest-only security at a $4.2 million premium ($3.1 million after tax) in second quarter 2013. Farmer Mac earned $4.8 million pre-tax ($3.2 million after tax) of interest income over the five-year period that it held the interest-only security in its investment portfolio. As a result of this series of transactions, Farmer Mac eliminated the funding pressure that resulted from holding the Original Bond and received an overall net economic benefit of $3.2 million after tax.

The $4.2 million year-over-year increase in net interest income was driven by net growth in on-balance sheet AgVantage securities, Farm & Ranch loans, and USDA Securities. Another factor contributing to the increase was the effect of an increase in short-term interest rates on assets and liabilities indexed to LIBOR due to the Federal Reserve's decisions since December 2016 to raise the target range for the federal funds rate. As noted above, the effect on net interest income occurred because interest expense does not include the expense on financial derivatives not designated in hedge relationships. Also contributing to the increase were the f air value changes on financial derivatives and corresponding financial assets and liabilities in fair value hedge relationships. Effective first quarter 2018, Farmer Mac adopted Accounting Standard Update ("ASU") 2017-12, " Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. " The new accounting guidance requires the changes in the fair value of both the financial derivative designated in a fair value hedge relationship and the corresponding hedged item to be recorded in the same line item in Farmer Mac's consolidated statements of operations. Thus, Farmer Mac recognizes changes in fair value of both the financial derivatives and corresponding hedged items within net interest income in its consolidated statements of operations. Prior

to first quarter 2018, changes in the fair value of financial derivatives designated in a fair value hedge relationship were recognized in "Gains/(losses) on financial derivatives and hedging activities" in Farmer Mac's consolidated statements of operations. The increase was offset in part by the impact of the Interest-Only Amortization. The 1 basis point year-over-year increase in net interest yield was primarily driven by an increase in the aforementioned f air value changes on financial derivatives and corresponding financial assets and liabilities in fair value hedge relationships included in net interest income in second quarter 2018. This increase was offset in part by the impact of the Interest-Only Amortization, which had a 5 basis point negative impact for the quarter.

Net effective spread, a non-GAAP measure, was $36.2 million for second quarter 2018, compared to $37.1 million in first quarter 2018 and $35.3 million in second quarter 2017. In percentage terms, net effective spread was 0.86 percent for second quarter 2018, compared to 0.91 percent in first quarter 2018 and 0.91 percent in second quarter 2017. Farmer Mac uses net effective spread as an alternative measure to net interest income because management believes it is a useful metric that 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 included in net interest income.

The $0.9 million sequential decrease in net effective spread in dollars was primarily attributable to the $2.0 million negative impact of the Interest-Only Amortization. The decrease was offset in part by: (1) growth in on-balance sheet AgVantage securities and Farm & Ranch loans, which increased net effective spread by $0.7 million; and (2) an increase in the amount of cash basis interest income recognized on non-accrual Farm & Ranch loans, which increased net effective spread by $0.5 million. The 5 basis point sequential decrease was primarily attributable to the Interest-Only Amortization.

The $0.9 million year-over-year increase in net effective spread in dollars was primarily attributable to the growth in outstanding business volume, which increased net effective spread by approximately $2.7 million. The increase was offset by a $2.0 million negative impact of the Interest-Only Amortization. The 5 basis point year-over-year decrease in net effective spread in percentage terms was primarily attributable to the Interest-Only Amortization.

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 7 in "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Net Interest Income."

Business Volume

Farmer Mac added $1.3 billion of new business volume during second quarter 2018. The new business volume included purchases of $825.2 million of AgVantage securities, purchases of $224.1 million of newly originated Farm & Ranch loans, Farm & Ranch loans added under LTSPCs of $126.1 million , purchases of $84.9 million of USDA Securities, and the issuance of $45.0 million of Farmer Mac Guaranteed USDA Securities. Taking into account maturities and paydowns on existing assets, Farmer Mac's outstanding business volume was $19.5 billion as of June 30, 2018 , an increase of $145.4 million from March 31, 2018, and $517.5 million from December 31, 2017 .

Capital

As of June 30, 2018 , Farmer Mac's core capital level was $692.8 million , which was $149.6 million above the minimum capital level required by Farmer Mac's statutory charter. As of December 31, 2017 , Farmer Mac's core capital level was $657.1 million , which was $136.8 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.

Credit Quality

As of June 30, 2018 , Farmer Mac's total allowance for losses was $9.0 million ( 0.13 percent of the Farm & Ranch portfolio), compared to $8.5 million ( 0.12 percent of the Farm & Ranch portfolio) as of March 31, 2018 and $8.9 million ( 0.13 percent of the Farm & Ranch portfolio) as of December 31, 2017. The $0.6 million provision in second quarter 2018 for the total allowance for losses was primarily attributable to: (1) a modest decline in overall portfolio credit quality; and (2) an increase in the general allowance due to net volume growth in both on and off-balance sheet Farm & Ranch loans, primarily related to new agricultural storage and processing loans purchased during second quarter 2018.

As of June 30, 2018 , Farmer Mac's substandard assets were $226.5 million ( 3.2 percent of the Farm & Ranch portfolio) , compared to $221.2 million ( 3.2 percent of the Farm & Ranch portfolio) as of March 31, 2018 and $221.3 million ( 3.2 percent of the Farm & Ranch portfolio) as of December 31, 2017 . Farmer Mac's substandard asset volume increased modestly in dollars as assets newly classified as substandard slightly exceeded assets that were paid off, paid down, or upgraded in risk rating. As of June 30, 2018, the loan volume migrating into the substandard asset category was primarily comprised of feedgrains, oilseeds, and other crops.

As of June 30, 2018 , Farmer Mac's 90-day delinquencies were $43.1 million ( 0.61 percent of the Farm & Ranch portfolio), compared to $47.6 million ( 0.69 percent of the Farm & Ranch portfolio) as of March 31, 2018 and $48.4 million ( 0.71 percent of the Farm & Ranch portfolio) as of December 31, 2017 . The sequential decrease in 90-day delinquencies 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 and lower levels generally observed at the end of the second and fourth quarters of each year as a result of 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. Specifically, variation margin is 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 its centrally cleared derivative contracts. However, beginning in first quarter 2017, as a result of a change in variation margin rules implemented by the Chicago Mercantile Exchange ("CME"), the central clearinghouse used by Farmer Mac, and subsequently confirmed by the U.S. Commodity Futures Trading Commission ("CFTC"), the variation margin amounts exchanged between Farmer Mac and its counterparties on cleared derivatives are considered as partial settlement of each respective derivatives contract rather than collateral pledged by a counterparty. Therefore, 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. Farmer Mac believes that the economic character of these transactions remains the same as they were before the CME rule change. 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 and subsequent CFTC interpretation, this 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, the effects of realized gains or losses resulting from the exchange of variation margin on its cleared derivatives portfolio are excluded in the calculations of core earnings and core earnings per share.

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. Accordingly, the one-time, non-cash charge to income tax expense due to the re-measurement of the net deferred tax asset was excluded from core earnings and core earnings per share. Farmer Mac re-measured its net deferred tax asset at a lower federal corporate tax rate due to the enactment of new tax legislation on December 22, 2017. This charge is excluded from core earnings and core earnings per share because it is not a frequently occurring transaction, is a non-cash charge, and is not indicative of future operating results. 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."

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; (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 "; and (3) beginning January 1, 2018, the fair value changes of financial derivatives and the corresponding assets or liabilities designated in a fair value hedge relationship. 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.

Effective in first quarter 2018, Farmer Mac adopted ASU 2017-12, " Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities ." Prior to first quarter 2018, gains and losses on financial derivatives were included in "(Losses)/gains due to fair value changes" whether or not they were designated in hedge relationships. Beginning in first quarter 2018, gains and losses on financial derivatives in hedge relationships are included in either interest income or interest expense depending on the corresponding hedged financial asset or liability, respectively. Farmer Mac excludes from net effective spread those fair value changes of financial derivatives and the corresponding assets or liabilities designated in fair value hedge relationships because they are not expected to have an economic effect on Farmer Mac's financial performance if the financial derivatives and corresponding hedged items are held to maturity, as is expected.

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 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 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.

Net effective spread also includes the net effects of terminations or net settlements on financial derivatives and hedging activities. The inclusion of these items in net effective spread, along with the accrual of contractual amounts due for undesignated financial derivatives described above, is intended to reflect

management's view of the complete net spread between an asset and all of its related funding, including any associated derivatives, whether or not they are designated in a hedge relationship. For additional details on the specific components that relate to the net effects of terminations or net settlements on financial derivatives and hedging activities, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations."

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."

Results of Operations

Farmer Mac's net income attributable to common stockholders for the three months ended June 30, 2018 was $26.3 million ( $2.45 per diluted common share), compared to $17.5 million ( $1.62 per diluted common share) for the same period in 2017. For the six months ended June 30, 2018, Farmer Mac's net income attributable to common stockholders was $48.9 million ( $4.55 per diluted common share), compared to $36.1 million ( $3.35 per diluted common share) for the same period in 2017. Farmer Mac's non-GAAP core earnings for the three months ended June 30, 2018 were $19.4 million ( $1.80 per diluted common share), compared to $16.0 million ( $1.48 per diluted common share) for the same period in 2017. Farmer Mac's non-GAAP core earnings for the six months ended June 30, 2018 were $41.2 million ( $3.84 per diluted common share) compared to $31.0 million ( $2.87 per diluted common share) for the same period in 2017. 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."

Reconciliations 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 information about the composition of core earnings:

Table 1



Reconciliation of Net Income Attributable to Common Stockholders to Core Earnings
	For the Three Months Ended
	June 30, 2018			June 30, 2017
	(in thousands, except per share amounts)
Net income attributable to common stockholders	$	26,340		$	17,488
Less reconciling items:
Gains on financial derivatives and hedging activities due to fair value changes	8,396			2,221
Unrealized gains/(losses) on trading securities	11			(2		)
Amortization of premiums/discounts and deferred gains on assets consolidated at fair value	196			(117		)
Net effects of terminations or net settlements on financial derivatives and hedging activities ⁽¹⁾	232			232
Income tax effect related to reconciling items	(1,855		)	(816		)
Sub-total	6,980			1,518
Core earnings	$	19,360		$	15,970

Composition of Core Earnings:
Revenues:
Net effective spread ⁽²⁾	$	36,162		$	35,334
Guarantee and commitment fees ⁽³⁾	5,171			4,942
Other ⁽⁴⁾	111			107
Total revenues	41,444			40,383

Credit related expense/(income)(GAAP):
Provision for losses	582			466
REO operating expenses	—			23
Gains on sale of REO	(34		)	(757		)
Total credit related expense/(income)	548			(268		)

Operating expenses (GAAP):
Compensation and employee benefits	6,936			6,682
General and administrative	5,202			3,921
Regulatory fees	625			625
Total operating expenses	12,763			11,228

Net earnings	28,133			29,423
Income tax expense ⁽⁵⁾	5,477			10,307
Net loss attributable to non-controlling interest (GAAP)	—			(150		)
Preferred stock dividends (GAAP)	3,296			3,296
Core earnings	$	19,360		$	15,970

Core earnings per share:
Basic	$	1.82		$	1.51
Diluted	1.80			1.48
Weighted-average shares:
Basic	10,658			10,600
Diluted	10,742			10,783

⁽¹⁾

Effective in fourth quarter 2017, Farmer Mac revised its methodology for calculating net effective spread, which is a component of core earnings, to also include the net effects of terminations or net settlements on financial derivatives and hedging activities. All prior period information has been recast to reflect the revised methodology. For more information, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Use of Non-GAAP Measures—Net Effective Spread" and the information set forth below.


⁽²⁾	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.


⁽³⁾	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.

⁽⁴⁾

Reflects reconciling adjustments for the reclassification to exclude expenses related to interest rate swaps not designated as hedges and terminations or net settlements on financial derivatives and hedging activities, and reconciling adjustments to exclude fair value adjustments on financial derivatives and trading assets and the recognition of deferred gains over the estimated lives of certain Farmer Mac Guaranteed Securities and USDA Securities.


⁽⁵⁾	Includes the tax impact of non-GAAP reconciling items between net income attributable to common stockholders and core earnings.



Reconciliation of Net Income Attributable to Common Stockholders to Core Earnings
	For the Six Months Ended
	June 30, 2018			June 30, 2017
	(in thousands, except per share amounts)
Net income attributable to common stockholders	$	48,864		$	36,103
Less reconciling items:
Gains on financial derivatives and hedging activities due to fair value changes	8,681			7,026
Unrealized gains/(losses) on trading securities	27			(84		)
Amortization of premiums/discounts and deferred gains on assets consolidated at fair value	(490		)	(244		)
Net effects of terminations or net settlements on financial derivatives and hedging activities ⁽¹⁾	1,474			1,180
Income tax effect related to reconciling items	(2,035		)	(2,757		)
Sub-total	7,657			5,121
Core earnings	$	41,207		$	30,982

Composition of Core Earnings:
Revenues:
Net effective spread ⁽²⁾	$	73,263		$	67,860
Guarantee and commitment fees ⁽³⁾	10,254			10,258
Other ⁽⁴⁾	539			592
Total revenues	84,056			78,710

Credit related expense (GAAP):
Provision for losses	172			910
REO operating expenses	16			23
Gains on sale of REO	(34		)	(752		)
Total credit related expense	154			181

Operating expenses (GAAP):
Compensation and employee benefits	13,590			12,999
General and administrative	9,528			7,721
Regulatory fees	1,250			1,250
Total operating expenses	24,368			21,970

Net earnings	59,534			56,559
Income tax expense ⁽⁵⁾	11,736			19,151
Net loss attributable to non-controlling interest (GAAP)	—			(165		)
Preferred stock dividends (GAAP)	6,591			6,591
Core earnings	$	41,207		$	30,982

Core earnings per share:
Basic	$	3.87		$	2.93
Diluted	3.84			2.87
Weighted-average shares:
Basic	10,640			10,576
Diluted	10,742			10,783

⁽¹⁾


⁽²⁾	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.


⁽³⁾	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.

⁽⁴⁾


⁽⁵⁾	Includes the tax impact of non-GAAP reconciling items between net income attributable to common stockholders and core earnings.

Table 2



Reconciliation of GAAP Basic Earnings Per Share to Core Earnings - Basic Earnings Per Share
	For the Three Months Ended						For the Six Months Ended
	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
	(in thousands, except per share amounts)
GAAP - Basic EPS	$	2.47		$	1.65		$	4.59		$	3.41
Less reconciling items:
Gains on financial derivatives and hedging activities due to fair value changes	0.79			0.22			0.82			0.65
Unrealized gains/(losses) on trading securities	—			—			—			(0.01		)
Amortization of premiums/discounts and deferred gains on assets consolidated at fair value	0.02			(0.01		)	(0.05		)	(0.02		)
Net effects of terminations or net settlements on financial derivatives and hedging activities	0.02			0.02			0.14			0.12
Income tax effect related to reconciling items	(0.18		)	(0.09		)	(0.19		)	(0.26		)
Sub-total	0.65			0.14			0.72			0.48
Core Earnings - Basic EPS	$	1.82		$	1.51		$	3.87		$	2.93

Shares used in per share calculation (GAAP and Core Earnings)	10,658			10,600			10,640			10,576



Reconciliation of GAAP Diluted Earnings Per Share to Core Earnings - Diluted Earnings Per Share
	For the Three Months Ended						For the Six Months Ended
	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
	(in thousands, except per share amounts)
GAAP - Diluted EPS	$	2.45		$	1.62		$	4.55		$	3.35
Less reconciling items:
Gains on financial derivatives and hedging activities due to fair value changes	0.78			0.21			0.81			0.65
Unrealized gains/(losses) on trading securities	—			—			—			(0.01		)
Amortization of premiums/discounts and deferred gains on assets consolidated at fair value	0.02			(0.01		)	(0.05		)	(0.02		)
Net effects of terminations or net settlements on financial derivatives and hedging activities	0.02			0.02			0.14			0.12
Income tax effect related to reconciling items	(0.17		)	(0.08		)	(0.19		)	(0.26		)
Sub-total	0.65			0.14			0.71			0.48
Core Earnings - Diluted EPS	$	1.80		$	1.48		$	3.84		$	2.87

Shares used in per share calculation (GAAP and Core Earnings)	10,742			10,783			10,742			10,783

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

1. Gains 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 Items for Gains/(Losses) on Financial Derivatives and Hedging Activities
	For the Three Months Ended					For the Six Months Ended
	June 30, 2018			June 30, 2017		June 30, 2018			June 30, 2017
	(in thousands)
Fair value hedges:
(Losses)/gains due to fair value changes (see Table 4.2)	$	1,862		$	1,420	$	4,701		$	(2,457	)
Initial cash payment received at inception of swap ⁽¹⁾	(175		)	—		(449		)	—
No hedge designation:
(Losses)/gains due to fair value changes (see Table 8)	6,709			801		4,429			9,483
Gains on financial derivatives and hedging activities due to fair value changes	$	8,396		$	2,221	$	8,681		$	7,026

⁽¹⁾

Relates to initial cash payments received at the inception of a swap designated in a fair value hedge. These initial cash payments were previously recognized in " Gains/(losses) on financial derivatives and hedging activities " in the statement of operations. Upon adoption of ASU 2017-12, " Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities," for financial derivatives designated in fair value hedge relationships, the changes in the fair values of the derivative and the associated hedged item are recorded within net interest income. For core earnings purposes, these initial cash payments are deferred and amortized as net yield adjustments over the term of the related debt.

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 effects of terminations or net settlements on financial derivatives and hedging activities. These terminations or net settlements relate to:

•

Forward contracts on the debt of other GSEs and futures contracts on U.S. Treasury securities. These contracts are used as a short-term economic hedge of the issuance of debt. For GAAP purposes, realized gains or losses on settlements of these contracts are reported in the consolidated statements of operations in the period in which they occur. For core earnings purposes, these realized gains or losses are deferred and amortized as net yield adjustments over the term of the related debt, which generally ranges from 3 to 15 years.

•

Initial cash payments received by Farmer Mac upon the inception of certain swaps. When there is no direct payment arrangement between a swap dealer counterparty and a debt dealer issuing Farmer Mac's medium-term notes for a particular transaction, Farmer Mac may receive an initial cash payment from the swap dealer at the inception of the swap to offset dollar-for-dollar the amount of the discount on the associated hedged debt. For GAAP purposes, changes in fair value

of the swaps are recognized in "Gains on financial derivatives and hedging activities," whereas the economically offsetting discount on the associated hedged debt is amortized over the term of the debt as an adjustment to its yield. For core earnings purposes, these initial cash payments 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.

Net Interest Income . The following table provides information regarding interest-earning assets and funding for the six months ended June 30, 2018 and 2017. 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 Six Months Ended
	June 30, 2018						June 30, 2017
	Average Balance		Income/ Expense		Average Rate		Average Balance		Income/ Expense		Average Rate
	(dollars in thousands)
Interest-earning assets:
Cash and investments	$	2,749,770	$	23,558	1.71	%	$	2,791,522	$	15,611	1.12	%
Loans, Farmer Mac Guaranteed Securities and USDA Securities ⁽¹⁾	13,832,070		205,259		2.97	%	12,162,589		148,194		2.44	%
Total interest-earning assets	16,581,840		228,817		2.76	%	14,954,111		163,805		2.19	%
Funding:
Notes payable due within one year	3,726,865		29,457		1.58	%	5,657,478		23,152		0.82	%
Notes payable due after one year ⁽²⁾	12,139,318		115,472		1.90	%	8,672,316		66,793		1.54	%
Total interest-bearing liabilities ⁽³⁾	15,866,183		144,929		1.83	%	14,329,794		89,945		1.26	%
Net non-interest-bearing funding	715,657		—				624,317		—
Total funding	16,581,840		144,929		1.75	%	14,954,111		89,945		1.20	%
Net interest income/yield prior to consolidation of certain trusts	16,581,840		83,888		1.01	%	14,954,111		73,860		0.99	%
Net effect of consolidated trusts ⁽⁴⁾	1,411,749		3,274		0.46	%	1,173,014		2,942		0.50	%
Net interest income/yield	$	17,993,589	$	87,162	0.97	%	$	16,127,125	$	76,802	0.95	%


⁽¹⁾	Excludes interest income of $26.4 million and $20.9 million in the first half of 2018 and 2017, 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 $23.1 million and $17.9 million in the first half of 2018 and 2017, 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 $87.2 million for the six months ended June 30, 2018 , compared to $76.8 million for the same period in 2017. The overall net interest yield was 0.97 percent for the six months ended June 30, 2018 , compared to 0.95 percent for the same period in 2017.

The $10.4 million increase in net interest income for the six months ended June 30, 2018 compared to the same period in 2017 was driven by net growth in on-balance sheet AgVantage securities, Farm & Ranch loans, and USDA Securities. Another factor contributing to the increase was the effect of an increase in short-term interest rates on assets and liabilities indexed to LIBOR due to the Federal Reserve's decisions since December 2016 to raise the target range for the federal funds rate. The effect on net interest income occurred because interest expense does not include the expense on financial derivatives not designated in hedge relationships. Also contributing to the increase were the f air value changes on financial derivatives and corresponding financial assets and liabilities in fair value hedge relationships. The increase was offset in part by the $1.6 million after-tax negative impact of the Interest-Only Amortization. In December 2011, Farmer Mac purchased the Original Bond for $152.3 million. The Original Bond had a contractual coupon rate of three-month LIBOR plus 97 basis points. In 2012, due to actions of the central banks around the world, credit spreads decreased and market liquidity increased, resulting in a 67 basis point decline in market spreads of similar newly issued bonds. This decline in market spreads created an incentive for the borrower on the underlying mortgage loan that collateralized the Original Bond to prepay such loan. Because of the large unpaid principal balance on the Original Bond held by Farmer Mac, its open prepayment option, and a significant differential between its contractual coupon rate and the then-current market rate, Farmer Mac had to match fund the Original Bond with short-term debt to continue holding it, which became inefficient from a liquidity perspective. Therefore, Farmer Mac sold the Original Bond at its fair value to the issuer through a dealer for a $3.1 million after-tax gain and the issuer re-securitized the Original Bond into a par security and an interest-only security. The par security was sold to a third party investor and Farmer Mac purchased the interest-only security at a $4.2 million premium in second quarter 2013. Farmer Mac earned $4.8 million pre-tax ($3.2 million after tax) of interest income over the five-year period that it held the interest-only security in its investment portfolio. As a result of this series of transactions, Farmer Mac realized a $3.1 million after-tax gain upon the sale of the Original Bond in second quarter 2013 and earned $3.2 million after tax of interest income over the five-year period that it held the interest-only security in its investment portfolio, which was partially offset by the $3.1 million after-tax amortization of the premium that was paid to purchase the interest-only security. Overall, Farmer Mac received a net economic benefit of $3.2 million after tax.

The 2 basis point year-over-year increase in net interest yield was primarily driven by an increase in the aforementioned f air value changes on financial derivatives and corresponding financial assets and liabilities in fair value hedge relationships, offset in part by the impact of the Interest-Only Amortization.

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 Six Months Ended June 30, 2018 Compared to Same Period in 2017
	Increase/(Decrease) Due to
	Rate			Volume			Total
	(in thousands)
Income from interest-earning assets:
Cash and investments	$	8,184		$	(237	)	$	7,947
Loans, Farmer Mac Guaranteed Securities and USDA Securities	35,010			22,055			57,065
Total	43,194			21,818			65,012
Expense from other interest-bearing liabilities	44,504			10,480			54,984
Change in net interest income prior to consolidation of certain trusts ⁽¹⁾	$	(1,310	)	$	11,338		$	10,028


⁽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 interest yield to net effective spread. Net effective spread is measured by: including (1) expenses related to undesignated financial derivatives and hedging activities, which consists of income or expense related to contractual amounts due on financial derivatives not designated in hedge relationships (the income or expense related to financial derivatives designated in hedge relationships is already included in net interest income), and (2) the amortization of losses due to terminations or net settlements of financial derivatives and hedging activities; and excluding (3) the amortization of premiums and discounts on assets consolidated at fair value, (4) the net effects of consolidated trusts with beneficial interests owned by third parties, and (5) beginning in first quarter of 2018, the fair value changes of financial derivatives and corresponding financial assets or liabilities in fair value hedge relationships. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Use of Non-GAAP Measures—Net Effective Spread" for more information regarding the explanation of net effective spread.

Table 6



	For the Three Months Ended										For the Six Months Ended
	June 30, 2018					June 30, 2017					June 30, 2018					June 30, 2017
	Dollars			Yield		Dollars			Yield		Dollars			Yield		Dollars			Yield
	(dollars in thousands)
Net interest income/yield	$	43,933		0.96	%	$	39,731		0.95	%	$	87,162		0.97	%	$	76,802		0.95	%
Net effects of consolidated trusts	(1,690		)	0.04	%	(1,470		)	0.04	%	(3,274		)	0.04	%	(2,942		)	0.04	%
Expense related to undesignated financial derivatives	(3,998		)	(0.09	)%	(2,775		)	(0.07	)%	(6,299		)	(0.08	)%	(5,642		)	(0.07	)%
Amortization of premiums/discounts on assets consolidated at fair value	(188		)	(0.01	)%	124			—	%	506			0.01	%	258			—	%
Amortization of losses due to terminations or net settlements on financial derivatives and hedging activities	(33		)	—	%	(276		)	(0.01	)%	(131		)	—	%	(616		)	(0.01	)%
Fair value changes on fair value hedge relationships	(1,862		)	(0.04	)%	—			—	%	$	(4,701	)	(0.06	)%	$	—		—	%
Net effective spread	$	36,162		0.86	%	$	35,334		0.91	%	$	73,263		0.88	%	$	67,860		0.91	%

Net effective spread was $36.2 million and $73.3 million for the three and six months ended June 30, 2018 compared to $35.3 million and $67.9 million for the same periods in 2017, respectively. In percentage terms, net effective spread for the three and six months ended June 30, 2018 was 0.86 percent and 0.88 percent , respectively, compared to 0.91 percent for both the same periods in 2017.

For the first six months of 2018 compared to the same period in 2017, the $5.4 million increase in net effective spread in dollars was primarily due to: (1) growth in outstanding business volume, which increased net effective spread by approximately $6.7 million; and (2) a $1.0 million increase in the amount of cash basis interest income recognized on nonaccrual Farm & Ranch loans. The increase was offset in part by a $1.6 million after-tax impact of the Interest-Only Amortization. The 3 basis point year-over-year decrease in net effective spread in percentage terms was primarily attributable to: (1) the dilutive effect of the refinancing in second quarter 2017 of a $1.0 billion AgVantage security, $970.0 million of which was previously held by third-party investors and reported as off-balance sheet business volume in the Institutional Credit line of business; and (2) the Interest-Only Amortization.

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 "Management's Discussion and Analysis of Financial Condition and Results of Operations—Supplemental Information" for quarterly net effective spread by line of business.

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 June 30, 2018 and 2017:

Table 7



	As of June 30, 2018							As of June 30, 2017
	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	$	6,365		$	2,091	$	8,456	$	5,811		$	1,827		$	7,638
Provision for losses	424			158		582		327			139			466
Ending Balance	$	6,789		$	2,249	$	9,038	$	6,138		$	1,966		$	8,104

For the Six Months Ended:
Beginning Balance	$	6,796		$	2,070	$	8,866	$	5,415		$	2,020		$	7,435
(Release of)/provision for losses	(7		)	$	179	$	172	964			(54		)	910
Charge-offs	—			$	—	$	—	(241		)	—			(241		)
Ending Balance	$	6,789		$	2,249	$	9,038	$	6,138		$	1,966		$	8,104

The provision for the allowance for loan losses recorded during the three months ended June 30, 2018 were attributable to: (1) a modest decline in overall portfolio credit quality; and (2) an increase in the general allowance due to net volume growth in both on and off-balance sheet Farm & Ranch loans, primarily related to new agricultural storage and processing loans purchased during second quarter 2018. The net release of the allowance for loan losses recorded during the six months ended June 30, 2018 were attributable to (1) paydowns or payoffs of loans with an existing allowance in amounts that exceeded the increase in the allowance associated with net volume growth in Farm & Ranch loans recorded during the six months ended June 30, 2018, and (2) paydowns on existing substandard loans or an improvement in the risk ratings of certain substandard loans, which resulted in a decrease in the amount of substandard assets rated in the lowest credit quality tier. The net provision for the reserve for losses recorded during the three and six months ended June 30, 2018 was primarily attributable to a net increase in the balance of loans underlying LTSPCs.

The provision for the allowance for loan losses recorded during the three and six months ended June 30, 2017 were attributable to an increase in the general allowance due to overall net volume growth in on-balance sheet Farm & Ranch loans. The provision for the allowance for loan losses recorded during the six months ended June 30, 2017 were also 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 outstanding balance of such loans and downgrade in risk ratings on certain loans. The increase was offset in part by a modest decline in loss rates used to estimate probable losses. The provision for the reserve for losses recorded during the three months ended June 30, 2017 was primarily attributable to an increase in the general reserve due to downgrades in risk ratings on certain unimpaired crop and permanent planting loans underlying LTSPCs and off-balance sheet Farmer Mac Guaranteed Securities. The releases of the reserve for losses recorded during the six months ended June 30, 2017 was primarily attributable to a net decrease in the balance of loans underlying LTSPCs and off-balance sheet Farmer Mac Guaranteed Securities. The charge-offs recorded during the first half of 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. During second quarter 2017, Farmer Mac sold the related properties for $5.4million and recognized a $0.8 million gain on sale of REO.

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 $3.5 million and $7.0 million for the three and six months ended June 30, 2018, compared to $3.5 million and $7.3 million for the same periods in 2017, respectively. The decrease in guarantee and commitment fees for the six months ended June 30, 2018 compared to the same period in 2017 was attributable to the refinancing of a $1.0 billion AgVantage security with Metropolitan Life Insurance Company ("MetLife") in April 2017 into on-balance sheet AgVantage securities earning interest income. Previously, $970.0 million of the $1.0 billion AgVantage security that matured in April 2017 had been sold to third parties and was reported as off-balance sheet business volume in the Institutional Credit line of business on which Farmer Mac earned a guarantee fee.

(Losses)/Gains on Financial Derivatives and Hedging Activities . The effect of unrealized and realized gains on Farmer Mac's financial derivatives and hedging activities was net losses of $2.5 million and $1.3 million for the three and six months ended June 30, 2018, respectively, compared to net losses of $0.6 million and net gains of $1.9 million for the same periods in 2017, respectively.

The components of gains and losses on financial derivatives and hedging activities for the three and six months ended June 30, 2018 and 2017 are summarized in the following table:

Table 8



	For the Three Months Ended						For the Six Months Ended
	June 30, 2018			June 30, 2017			June 30, 2018			June 30, 2017
	(in thousands)
Fair value hedges:
(Losses)/gains due to fair value changes:
Financial derivatives ⁽²⁾	$	—		$	(8,568	)				$	(7,041	)
Hedged items	—			9,988						4,584
(Losses)/gains on fair value hedging activities	—			1,420			—			(2,457		)
Cash flow hedges:
Loss recognized (ineffective portion)	—			(146		)				(175		)
Losses on cash flow hedges	—			(146		)				(175		)
No hedge designation:
(Losses)/Gains due to fair value changes	6,709			801			4,429			9,483
Accrual of contractual payments	(3,998		)	(2,629		)	(6,299		)	(5,467		)
Gains/(losses) due to terminations or net settlements	(177		)	(63		)	554			485
(Losses)/gains on financial derivatives not designated in hedging relationships	2,534			(1,891		)	(1,316		)	4,501
(Losses)/gains on financial derivatives and hedging activities	$	2,534		$	(617	)	$	(1,316	)	$	1,869

⁽¹⁾

Effective in first quarter 2018, Farmer Mac adopted ASU 2017-12, " Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities ." For financial derivatives designated in fair value hedge relationships, changes in the fair values of the derivative and the associated hedged item are recorded within net interest income. For financial derivatives designated in cash flow hedge relationships, changes in the fair values of the derivative and the associated hedged item are recorded within accumulated other comprehensive income and reclassified to net interest income when the hedged item impacts earnings.

⁽²⁾

Included in the assessment of hedge effectiveness as of June 30, 2017 , but excluded from the amounts in the table, were losses of $1.3 million and gains of $2.3 million for the three and six months ended June 30, 2017 , respectively, attributable to the fair value of the swaps at the inception of the hedging relationship. Accordingly, the amounts recognized as hedge ineffectiveness for the three and six months ended June 30, 2017 were gains of $0.1 million and losses of $0.1 million , respectively.

The adoption of the new hedge accounting guidance ASU 2017-12, " Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, " effective first quarter 2018, impacted the presentation in Table 8 above. Beginning in first quarter 2018, gains and losses due to fair value changes on financial derivatives designated in fair value hedge relationships are included in either interest income or interest expense depending on the corresponding hedged financial asset or liability, respectively. For cash flow hedges, both the effective and ineffective portions of the changes in the fair values of the derivative instruments are recorded in accumulated other comprehensive income (AOCI) and reclassified to net interest income when the hedged item impacts earnings. Thus, for first half 2018, the table above only presents changes in the fair values of Farmer Mac's open financial derivative positions that are not designated in hedge relationships. Prior to first quarter 2018, gains and losses on financial derivatives were included in "(Losses)/gains due to fair value changes" whether or not they were designated in hedge relationships. Thus, for first half 2017, the table above presents gains and losses on all financial derivatives in "(Losses)/gains due to fair value changes." These changes in fair value are primarily the result of fluctuations in long-term interest rates. The accrual of periodic cash settlements for interest paid or received from Farmer Mac's interest rate swaps that are not designated in hedge 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 relationships and initial cash payments received upon the inception of certain swaps not designated in a hedge relationship are included in "Gains/(losses) due to terminations or net settlements" in the table above. For swaps not designated in a hedge relationship, when

there is no direct payment arrangement between a swap dealer counterparty and a debt dealer issuing Farmer Mac's medium-term notes for a particular transaction, Farmer Mac may receive an initial cash payment from the swap dealer at the inception of the swap to offset dollar-for-dollar the amount of the discount on the associated hedged debt. Changes in the fair value of these swaps are recognized immediately in " Gains/(losses) on financial derivatives and hedging activities ," whereas the offsetting discount on the hedged debt is amortized over the term of the debt as an adjustment to its yield. The amounts of initial cash payments received by Farmer Mac vary depending upon the number of the aforementioned type of swaps it executes during a quarter.

Gains/(Losses) on Trading Securities . During the three and six months ended June 30, 2018 , Farmer Mac recorded $11,000 and $27,000 of unrealized gains on trading securities, respectively, compared to unrealized losses of $2,000 and $0.1 million for the three and six months ended June 30, 2017, respectively.

Gains on Sale of Real Estate Owned (REO). During both the three and six months ended June 30, 2018, Farmer Mac realized net gains of $34,000 on the sales of REO properties, compared to net gains of $0.8 million for both the three and six months ended June 30, 2017.

Other Income . Other income totaled $0.3 million and $0.9 million for the three and six months ended June 30, 2018, respectively, compared to $0.1 million and $0.7 million for the same periods in 2017, respectively. The increase in other income for the three and six months ended June 30, 2018 was primarily attributable to the collection of $0.3 million and $0.8 million, respectively, in late fees received on Farm & Ranch loans, compared to $0.1 million and $0.3 million for the same periods in 2017. The increase was offset by the recognition of $0.1 million and $0.4 million during the three and six months ended June 30, 2017, respectively, of appraisal fees received by Farmer Mac's former consolidated appraisal company subsidiary, AgVisory, compared to none for the same periods in 2018. As of May 1, 2017, Farmer Mac transferred its entire 65% ownership interest in AgVisory back to the limited liability company. Farmer Mac recognized a loss of approximately $0.1 million upon the transfer.

Compensation and Employee Benefits . Compensation and employee benefits were $6.9 million and $13.6 million for the three and six months ended June 30, 2018, respectively, compared to $6.7 million and $13.0 million for the same periods in 2017, respectively. The increase in compensation and employee benefits for both the three and six months ended June 30, 2018 compared to the same periods in 2017 was due primarily to an increase in headcount and related employee health insurance costs and higher payouts of variable incentive compensation resulting from actual performance exceeding certain performance target amounts during 2017, which was paid in 2018.

General and Administrative Expenses . G&A expenses were $5.2 million and $9.5 million for the three and six months ended June 30, 2018, respectively, compared to $3.9 million and $7.7 million for the same periods in 2017, respectively. The increase in G&A expenses for the three months ended June 30, 2018 compared to the same period in 2017 was due primarily to higher expenses related to: (1) continued technology and business infrastructure investments; (2) an increase in headcount and the search process for Farmer Mac's next President and Chief Executive Officer; (3) new leases for office space entered into during 2017; and (4) legal fees related to general corporate matters. The increase for the six months ended June 30, 2018 compared to the same period in 2017 was caused by all of the same reasons described above, though the increase in legal fees related to general corporate matters for this time period also included fees related to the development of new products, a higher number of AgVantage transactions, and the termination of employment of Farmer Mac's former President and Chief Executive Officer.

Regulatory Fees . Regulatory fees, which consist of the fees paid to the Farm Credit Administration ("FCA"), an independent agency in the executive branch of the United States government that regulates Farmer Mac, were $0.6 million and $1.3 million for the three and six months ended June 30, 2018, respectively, compared to $0.6 million and $1.3 million for the same periods in 2017, respectively. FCA advised Farmer Mac that its estimated fees for the federal fiscal year ending September 30, 2018 would remain at $2.5 million ($0.625 million per federal fiscal quarter), the same amount as 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 was $7.3 million and $13.8 million for the three and six months ended June 30, 2018, respectively, compared to $11.1 million and $21.9 million for same periods in 2017, respectively. The decrease in income tax expense in the first half of 2018 compared to the first half of 2017 was primarily due to a lower effective tax rate under the new tax legislation enacted in December 2017. The effective tax rate for the first half of 2018 was lower than the statutory corporate tax rate due to the effect of exercises of share-based compensation awards during the first half of 2018.

Business Volume . During second quarter 2018 , Farmer Mac added $1.3 billion of new business volume, compared to $1.9 billion in second quarter 2017. Specifically, Farmer Mac:


•	purchased $825.2 million of AgVantage securities;


•	purchased $224.1 million of newly originated Farm & Ranch loans;


•	added $126.1 million of Farm & Ranch loans under LTSPCs;


•	purchased $84.9 million of USDA Securities; and


•	issued $45.0 million of Farmer Mac Guaranteed USDA Securities.

Farmer Mac's outstanding business volume was $19.5 billion as of June 30, 2018 , an increase of $145.4 million from March 31, 2018. The increase in Farmer Mac's outstanding business volume was driven by net portfolio growth in Farm & Ranch loans of $104.6 million and AgVantage securities of $66.0 million .

The new business volume in Farmer Mac's Institutional Credit line of business during second quarter 2018 included purchases of AgVantage securities in the amounts of $500.0 million from MetLife and $175.0 million from Rabo Agrifinance, Inc. ("Rabo"). The proceeds of these purchases were used to refinance AgVantage securities of the same amounts issued by MetLife and Rabo, respectively, that matured in second quarter 2018 and in early July 2018. Farmer Mac also experienced net portfolio growth of $29.9 million in AgVantage securities from smaller institutional customers in second quarter 2018.

For more information about potential growth opportunities in Farmer Mac's lines of business, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Outlook" in this report.

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				For the Six Months Ended
	June 30, 2018		June 30, 2017		June 30, 2018		June 30, 2017
	(in thousands)
Farm & Ranch:
Loans	$	224,101	$	312,217	$	483,212	$	626,354
LTSPCs	126,066		55,899		285,131		169,160
USDA Guarantees:
USDA Securities	84,946		115,755		174,178		208,310
Farmer Mac Guaranteed USDA Securities	45,014		53,506		79,307		92,052
Rural Utilities:
Loans	—		25,000		8,645		52,341
Institutional Credit:
AgVantage securities	825,203		1,296,757		1,638,540		1,858,164
Total purchases, guarantees, LTSPCs, and AgVantage securities	$	1,305,330	$	1,859,134	$	2,669,013	$	3,006,381

New business volume for loans purchased within the Farm & Ranch line of business for the first half of 2018 decreased from the same period of 2017 due to the purchase of six large loans totaling $156.9 million during the first half of 2017 compared to the purchase of one large loan totaling $20.0 million during the first half of 2018. Excluding these larger-sized purchases, the year-to-date new business volume for loans purchased within the Farm & Ranch line of business during 2018 is in line with that of 2017. During the first half of 2018, Farmer Mac purchased 1,073 Farm & Ranch loans with an average unpaid principal balance of $450,000, compared to 1,074 Farm & Ranch loans purchased with an average unpaid principal balance of $585,000 during the same period in 2017. The increase in new business volume for loans added under LTSPCs within the Farm & Ranch line of business in the first half of 2018 compared to the first half of 2017 reflected an increase in demand among Farm Credit System institutions for the LTSPC product. The moderate decrease in new business volume in the USDA Guarantees line of business in the first half of 2018 compared to the same period in 2017 reflected an increase in competition for these loans, a rising rate environment that limits the number of borrowers seeking to refinance, and a decline in the use of USDA guaranteed loan programs by lenders as borrowers seek alternative financing, including loans directly from the USDA. Loan purchase volume in the Rural Utilities line of business decreased in the first half of 2018 compared to the first half of 2017 primarily as a result of a lack of loan purchase opportunities for larger, more competitive loans to rural utilities borrowers. 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 in the first half of 2018 compared to the first half of 2017 primarily due to a decrease in the amount of AgVantage securities purchased from MetLife that matured and were refinanced in 2018 compared to 2017 ($1.4 billion in AgVantage securities matured and were refinanced in the first half of 2017 and $1.0 billion in AgVantage securities matured and were refinanced in first half 2018).

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 the second quarter of 2018 and 2017 was less than one year . Of those loans, 55 percent and 61 percent had principal amortization periods longer than the maturity date, resulting in balloon payments at maturity, with a weighted-average remaining term to maturity of 17.7 years and 13.1 years, respectively.

During second quarter 2018 and 2017 , Farmer Mac securitized some of the Farm & Ranch loans it had purchased and sold the resulting Farmer Mac Guaranteed Securities in the amounts of $20.1 million and $44.9 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. For the three and six months ended June 30, 2018 none and $29.8 million , respectively, of Farmer Mac Guaranteed Securities were sold to Zions First National Bank, which is a related party to Farmer Mac, compared to none and $56.5 million for the same periods in 2017, respectively.

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

Table 10



	For the Three Months Ended				For the Six Months Ended
	June 30, 2018		June 30, 2017		June 30, 2018		June 30, 2017
	(in thousands)
Loans securitized and sold as Farm & Ranch Guaranteed Securities	$	20,074	$	44,862	$	116,982	$	161,880
Farmer Mac Guaranteed USDA Securities	45,014		53,506		79,307		92,052
AgVantage securities	825,203		1,296,757		1,638,540		1,858,164
Total Farmer Mac Guaranteed Securities issuances	$	890,291	$	1,395,125	$	1,834,829	$	2,112,096

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 June 30, 2018		As of December 31, 2017
	(in thousands)
On-balance sheet:
Farm & Ranch:
Loans	$	2,935,712	$	2,798,906
Loans held in trusts:
Beneficial interests owned by third party investors	1,443,246		1,399,827
USDA Guarantees:
USDA Securities	2,063,525		2,068,017
Farmer Mac Guaranteed USDA Securities	28,938		29,980
Rural Utilities:
Loans	991,819		1,076,291
Institutional Credit:
AgVantage securities	8,080,329		7,593,322
Total on-balance sheet	$	15,543,569	$	14,966,343
Off-balance sheet:
Farm & Ranch:
LTSPCs	$	2,368,606	$	2,335,342
Guaranteed Securities	297,833		333,511
USDA Guarantees:
Farmer Mac Guaranteed USDA Securities	325,652		254,217
Rural Utilities:
LTSPCs ⁽¹⁾	677,621		806,342
Institutional Credit:
AgVantage securities	11,556		11,556
Revolving floating rate AgVantage facility ⁽²⁾	300,000		300,000
Total off-balance sheet	$	3,981,268	$	4,040,968
Total	$	19,524,837	$	19,007,311


⁽¹⁾	Includes $20.0 million related to one-year loan purchase commitments on which Farmer Mac receives a nominal unused commitment fee as of both June 30, 2018 and December 31, 2017.

⁽²⁾

During the first half of 2018, $100.0 million of this facility was drawn and subsequently repaid. During 2017, $100.0 million of this facility was drawn and subsequently repaid. 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.

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 June 30, 2018 :

Table 12



Schedule of Principal Amortization as of June 30, 2018
	Loans Held		Loans Underlying Off-Balance Sheet Farmer Mac Guaranteed Securities and LTSPCs		USDA Securities and Farmer Mac Guaranteed USDA Securities		Total
	(in thousands)
2018	116,689		129,120		45,375		291,184
2019	218,601		258,744		112,170		589,515
2020	240,000		237,625		106,483		584,108
2021	248,689		271,353		108,805		628,847
2022	217,131		208,392		112,364		537,887
Thereafter	4,329,667		2,238,826		1,932,918		8,501,411
Total	$	5,370,777	$	3,344,060	$	2,418,115	$	11,132,952

Of the $19.5 billion outstanding principal balance of volume included in Farmer Mac's four lines of business as of June 30, 2018 , $8.4 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 June 30, 2018 :

Table 13



AgVantage Balances by Year of Maturity
	As of
	June 30, 2018
	(in thousands)
2018 ⁽¹⁾	1,573,952
2019	1,426,804
2020	1,243,812
2021	1,363,222
2022	590,448
Thereafter ⁽²⁾	2,193,647
Total	$	8,391,885


⁽¹⁾	Includes the expiration of the $300.0 million revolving floating rate AgVantage facility, which was refinanced in July 2018.


⁽²⁾	Includes various maturities ranging from 2023 to 2048.

The weighted-average remaining maturity of the outstanding AgVantage securities shown in the table above was 4.7 years as of June 30, 2018 .

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. 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. There were no delinquent loans purchased out of securitized pools during second quarter 2018. During the first half of 2017, the delinquent loans purchased out of securitized pools had a weighted-average age of 8 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				For the Six Months Ended
	June 30, 2018		June 30, 2017		June 30, 2018		June 30, 2017
	(in thousands)
Defaulted loans purchased underlying Farm & Ranch Guaranteed Securities owned by third party investors	$	—	$	104	$	721	$	104
Defaulted loans purchased underlying LTSPCs	—		—		—		311
Total loan purchases	$	—	$	104	$	721	$	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 across all four of its lines of business, driven by several key factors:


•	As agricultural and rural utilities lenders seek to manage equity capital requirements under regulatory frameworks 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.


•	Growth opportunities for lenders in the rural utilities industry exist under Farmer Mac's Institutional Credit line of business, as it provides a competitive source of debt funding for these lenders, including the National Rural Utilities Cooperative Finance Corporation ("CFC"), currently the only lender that participates in Farmer Mac's Rural Utilities line of business.


•	As a result of targeted marketing and brand awareness initiatives, product development efforts, and continued interest in the agricultural asset class from institutional investors, 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.


•	Consolidation, expansion, and vertical integration occurring across many sectors of the agricultural industry and in agricultural banking, coupled with Farmer Mac's new and expanded business relationships with larger regional and national lenders, continues to influence Farmer Mac's loan demand and the average transaction size within Farmer Mac's Farm & Ranch line of business.

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

Expense Outlook . Farmer Mac continues to expand its investments in human capital, technology, and business infrastructure to increase capacity and efficiency as it seeks to accommodate the aforementioned growth opportunities and achieve its long-term strategic objectives. Accordingly, Farmer Mac expects the annual increases in its operating expenses to be above historical averages over the next several years. Specifically, Farmer Mac believes that aggregate compensation and employee benefits and general and administrative expenses will increase approximately 15 percent in 2018 relative to 2017, with increases likely to remain elevated in 2019.

CEO Search . In December 2017, Farmer Mac appointed Lowell L. Junkins, the chairman of its board of directors, to serve as the Acting President and CEO of Farmer Mac following the termination of employment of Farmer Mac's former President and CEO while Farmer Mac conducts a search for a successor. Shortly after that appointment, the board of directors formed a CEO search committee consisting of six board members to lead a thorough search process. Farmer Mac's board expects to hire a new President and CEO with appropriate qualifications and expertise in a timely manner.

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 while others are not. The profitability of agricultural sectors is also affected by the demand for and supply of agricultural commodities and products on a domestic and global basis, which can vary largely as a result of global production trends, international trade policies, weather patterns, access to water supply, and harvest conditions.

Net cash income, as reported by the USDA and one of its benchmark measures of economic activity in the agricultural industry, has declined significantly since reaching a cyclical peak in 2013. However, changes in farm income levels are largely localized and depend on producer region and commodity production type. The USDA estimates that aggregate net cash income levels rose in 2017 due to higher commodity quantities sold and stabilizing commodity prices. Farmland values have weakened in the Midwest region, where producers are most exposed to changes in the grain markets. In this region, data released by the USDA indicates an average decline in farmland values of between 0.5 percent and 1.8 percent in 2017. In all other regions, farmland value averages are reported to be flat to increasing. For example, data released by the USDA indicates that Pacific state farmland values increased an average of 8.7 percent in 2017. While regional averages for farmland values provide a good barometer for the overall movement in U.S. farmland values, economic forces affecting land markets are highly localized and some markets may experience greater volatility than state or national averages indicate.

Over the past few decades, the U.S. agricultural industry has become increasingly connected to global trade, and agricultural export demand depends significantly on trading relationships in numerous foreign markets, as well as on foreign exchange rates. A slowdown in global economic growth or a tightening in

trade policies and agreements could also adversely affect the demand for certain U.S. agricultural exports, which may result in downward pressure on commodity prices. For example, the series of reciprocal import tariffs that were placed on various agricultural products by China and the U.S. during 2018 has materially affected the market prices for these products, including soybeans produced in the U.S. Additionally, tariffs placed on imports of U.S. agricultural products into Mexico have dampened price outlooks for a different set of agricultural products. At the same time, the U.S. dollar strengthened by approximately 3 percent during the first half of 2018, as measured by the U.S. Dollar Index, which has decreased the competitiveness of U.S. agricultural exports and thereby has diminished their global demand and driven down producer profits. Farmer Mac believes that its portfolio is sufficiently diverse by product and production region to be able to withstand any short-term market volatility that may arise as a result of changes in trade policy or sentiment. However, a prolonged trade dispute between one or more primary agricultural markets could put significant financial stress on the U.S. agricultural industry.

In recent years, the 90-day delinquencies and credit losses in Farmer Mac's portfolio have remained low compared to their historical averages. However, some indications of stress have emerged, as the volume of Farmer Mac's substandard assets has generally increased since 2015 and 90-day delinquencies have generally increased. Both measures have increased compared to the historically favorable levels observed in recent years. To date, the increases in these two measures have not yet 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 and weather 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 June 30, 2018 , see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Risk Management—Credit Risk – Loans and Guarantees."

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. The Tax Cuts and Jobs Act, signed into law in December 2017, may result in lower overall effective tax rates for U.S. farmers and ranchers, thereby improving after-tax returns for farming operations. The Agricultural Act of 2014, also referred to as the U.S. Farm Bill, expires in September 2018, at which time it could be replaced by new legislation or extended. Various federal agricultural policies, including those affecting crop subsidies, crop insurance, commodity support programs, Farm Services Agency (FSA) guaranteed loan limits, and other aspects of agricultural production, in effect under the current U.S. Farm Bill may be altered with the enactment of new legislation. Other legislation and regulations focused on groundwater management practices, including in California, may result in tighter restrictions on groundwater usage that could negatively affect agricultural producers in the future. As the Trump administration and the U.S. Congress continue their review of existing regulations and promote 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 and brand awareness initiatives 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. Farmer Mac's initiatives to increase the awareness of Farmer Mac and its products within the agricultural lender community and the larger agricultural industry have included hosting events on relevant agricultural lending topics, participating on speaker panels at agriculture-related regional and national conferences, and distributing original content about conditions in the agricultural economy. In the Farm & Ranch line of business, Farmer Mac is experiencing continued demand for its loan products. Demand for Farmer Mac's secondary market tools also depends on the fluctuating needs of rural lenders as they seek to maintain liquidity and adequate capital levels.

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. Farmer Mac has tailored a version of its AgVantage product to this type of issuer, which is referred to as the Farm Equity AgVantage product. Farmer Mac also offers other AgVantage products tailored to fund investors in agricultural mortgages. 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 believes there is opportunity to expand this type of business as both the trend toward institutional investment in agricultural assets and awareness of Farmer Mac's AgVantage product offerings continue to grow. For more information about the AgVantage products, 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 generally remains moderate, which has resulted in an ongoing high level of competition between rural utilities cooperative lenders that could reduce loan growth opportunities for the lender that participates in Farmer Mac's Rural Utilities line of business. Farmer Mac believes there are growth opportunities within its 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 June 30, 2018 were $18.6 billion , compared to $17.8 billion as of December 31, 2017 . The increase in total assets was primarily attributable to an increase in total Farmer Mac Guaranteed Securities, cash and cash equivalents, and investment securities.

As of June 30, 2018 , Farmer Mac had $0.4 billion of cash and cash equivalents and $2.4 billion of investment securities compared to $0.3 billion of cash and cash equivalents and $2.3 billion of investment securities. As of June 30, 2018 , Farmer Mac had $8.1 billion of Farmer Mac Guaranteed Securities, $5.4 billion of loans, net of allowance, and $2.1 billion of USDA Securities. This compares to $7.6 billion of

Farmer Mac Guaranteed Securities, $5.3 billion of loans, net of allowance, and $2.1 billion of USDA Securities as of December 31, 2017 .

Liabilities . Farmer Mac's total liabilities were $17.9 billion as of June 30, 2018 , compared to $17.1 billion as of December 31, 2017. The increase in total liabilities was primarily attributable to an increase in total notes payable.

Equity . As of June 30, 2018 , Farmer Mac had total equity of $766.2 million , compared to $708.1 million as of December 31, 2017 . The increase in total equity 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 where Farmer Mac is the primary beneficiary, the trust assets and liabilities are included on Farmer Mac's consolidated balance sheet. For securitization trusts where Farmer Mac is not the primary beneficiary 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.

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 June 30, 2018 was $7.0 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, 2017 filed with the SEC on March 8, 2018.

Farmer Mac's direct credit exposure to Rural Utilities loans held and loans underlying LTSPCs as of June 30, 2018 was $1.7 billion across 39 states, of which $1.2 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, 2017 filed with the SEC on March 8, 2018. As of June 30, 2018 , 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.

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 June 30, 2018 , 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 June 30, 2018 , 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 or commodity type or based upon 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 June 30, 2018 and December 31, 2017, the average unpaid loan balances for loans outstanding in the Farm & Ranch line of business was $640,000 and $642,000 , 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. As of second quarter 2017, Farmer Mac revised its calculation of the original loan-to-value ratio of a loan to combine for any cross-collateralized loans: (1) the original loan principal balance amounts in the numerator; and (2) the original appraised property values in the denominator. In previous periods, the ratio was calculated on a loan-by-loan basis without considering the effects of any cross-collateralization. Prior period ratios of original loan-to-value have been recalculated to conform to this revised calculation. The weighted-average original loan-to-value ratio for Farm & Ranch loans purchased during second quarter 2018 was 46 percent , compared to 44 percent for loans purchased during second quarter 2017. 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 51 percent as of both June 30, 2018 and December 31, 2017. The weighted-average original loan-to-value ratio for all 90-day delinquencies was 53 percent and 52 percent , respectively, as of June 30, 2018 and December 31, 2017.

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 45 percent as of both June 30, 2018 and December 31, 2017.

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, 2017 filed with the SEC on March 8, 2018. 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 for the three and six months ended June 30, 2018 and 2017:

Table 15



	As of June 30, 2018							As of June 30, 2017
	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	$	6,365		$	2,091	$	8,456	$	5,811		$	1,827		$	7,638
Provision for losses	424			158		582		327			139			466
Ending Balance	$	6,789		$	2,249	$	9,038	$	6,138		$	1,966		$	8,104

For the Six Months Ended:
Beginning Balance	$	6,796		$	2,070	$	8,866	$	5,415		$	2,020		$	7,435
(Release of)/provision for losses	(7		)	179		172		964			(54		)	910
Charge-offs	—			—		—		(241		)	—			(241		)
Ending Balance	$	6,789		$	2,249	$	9,038	$	6,138		$	1,966		$	8,104

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 June 30, 2018 , Farmer Mac's total allowance for losses totaled $9.0 million , or 0.13 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 $8.9 million , or 0.13 percent , as of December 31, 2017 .

As of June 30, 2018 , Farmer Mac individually evaluated $39.0 million of the $162.5 million of recorded investment in impaired assets for collateral shortfalls against updated appraised values, other updated collateral valuations, or discounted values. For the remaining $123.5 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 $3.0 million for undercollateralized assets as of June 30, 2018 . Farmer Mac's general allowances were $6.0 million as of June 30, 2018 .

There were no charge-offs recorded during the first six months of 2018. The charge-offs recorded during first six months of 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. In second quarter 2017, Farmer Mac sold the related properties for $5.4 million and recognized a $0.8 million gain on the sale of the 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 June 30, 2018 , Farmer Mac's 90-day delinquencies were $43.1 million (0.61 percent of the Farm & Ranch portfolio), compared to $48.4 million ( 0.71 percent of the Farm & Ranch portfolio) as of December 31, 2017 and $41.9 million ( 0.65 percent of the Farm & Ranch portfolio) as of June 30, 2017. Those 90-day delinquencies were comprised of 54 delinquent loans as of June 30, 2018 , compared with 51 delinquent loans as of

December 31, 2017 and 42 delinquent loans as of June 30, 2017. The decrease in 90-day delinquencies compared to December 31, 2017 is primarily attributable to the paydown on two large permanent planting loans to a single borrower that resulted in the loans becoming current. Farmer Mac's 90-day delinquencies have historically fluctuated 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 and lower levels generally observed at the end of the second and fourth quarters of each year as a result of the annual (January 1st) and semi-annual (January 1st and July 1st) payment terms of most Farm & Ranch loans. Farmer Mac believes that it remains adequately collateralized on its delinquent loans. Farmer Mac expects that over time its 90-day delinquency rate will revert closer to Farmer Mac's historical average, and possibly exceed it (which it did in third quarter 2017), due to macroeconomic factors and the cyclical nature of the agricultural economy. Farmer Mac's average 90-day delinquency rate as a percentage of its Farm & Ranch portfolio over the last 15 years is approximately 1 percent. The highest 90-day delinquency rate observed during that period occurred in 2009 at approximately 2 percent, which coincided with increased delinquencies in loans within Farmer Mac's then-held ethanol loan portfolio that Farmer Mac no longer holds.

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:
June 30, 2018	$	7,045,397	$	43,076	0.61	%
March 31, 2018	6,932,002		47,560		0.69	%
December 31, 2017	6,867,586		48,444		0.71	%
September 30, 2017	6,557,030		66,381		1.01	%
June 30, 2017	6,426,518		41,901		0.65	%
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	%

When analyzing the overall risk profile of its lines of business, Farmer Mac considers 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. Across all of Farmer Mac's lines of business, 90-day delinquencies represented 0.22 percent of total outstanding business volume as of June 30, 2018 , compared to 0.25 percent as of December 31, 2017 and 0.23 percent as of June 30, 2017.

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 June 30, 2018 by year of origination, geographic region, commodity/collateral type, original loan-to-value ratio, and range in the size of borrower exposure:

Table 17



Farm & Ranch 90-Day Delinquencies as of June 30, 2018
	Distribution of Farm & Ranch Line of Business		Farm & Ranch Line of Business		90-Day Delinquencies ⁽¹⁾			Percentage
	(dollars in thousands)
By year of origination:
2008 and prior	12	%	823,782		11,229			1.36	%
2009	1	%	100,390		479			0.48	%
2010	2	%	157,686		—			—	%
2011	3	%	234,355		6,511			2.78	%
2012	8	%	546,054		1,649			0.30	%
2013	11	%	775,417		3,032			0.39	%
2014	9	%	628,515		838			0.13	%
2015	11	%	791,544		10,206		₍₂₎	1.29	%
2016	16	%	1,153,517		7,659			0.66	%
2017	19	%	1,304,223		1,473			0.11	%
2018	8	%	529,914		—			—	%
Total	100	%	$	7,045,397	$	43,076		0.61	%
By geographic region ⁽³⁾ :
Northwest	12	%	$	819,607	$	6,984		0.85	%
Southwest	31	%	2,170,739		7,877			0.36	%
Mid-North	32	%	2,279,960		5,695			0.25	%
Mid-South	13	%	879,945		11,787			1.34	%
Northeast	4	%	305,288		6,863			2.25	%
Southeast	8	%	589,858		3,870			0.66	%
Total	100	%	$	7,045,397	$	43,076		0.61	%
By commodity/collateral type:
Crops	53	%	$	3,757,903	$	23,037		0.61	%
Permanent plantings	20	%	1,391,841		8,363			0.60	%
Livestock	19	%	1,354,863		7,739			0.57	%
Part-time farm	7	%	463,988		3,937			0.85	%
Ag. Storage and Processing	1	%	68,558		—			—	%
Other	—		8,244		—			—	%
Total	100	%	$	7,045,397	$	43,076		0.61	%
By original loan-to-value ratio ⁽⁴⁾ :
0.00% to 40.00%	19	%	$	1,314,094	$	3,186		0.24	%
40.01% to 50.00%	25	%	1,762,371		14,049			0.80	%
50.01% to 60.00%	35	%	2,440,299		18,386			0.75	%
60.01% to 70.00%	17	%	1,235,630		6,420			0.52	%
70.01% to 80.00% ⁽⁵⁾	4	%	268,002		732			0.27	%
80.01% to 90.00% ⁽⁵⁾	—	%	25,001		303			1.21	%
Total	100	%	$	7,045,397	$	43,076		0.61	%
By size of borrower exposure ⁽⁶⁾ :
Less than $1,000,000	34	%	$	2,427,187	$	11,209		0.46	%
$1,000,000 to $4,999,999	39	%	2,729,196		16,457			0.60	%
$5,000,000 to $9,999,999	13	%	908,347		15,410		₍₂₎	1.70	%
$10,000,000 to $24,999,999	8	%	565,184		—			—	%
$25,000,000 to $50,000,000	6	%	415,483		—			—	%
Total	100	%	$	7,045,397	$	43,076		0.61	%


⁽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 $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. These two loans with the same borrower had separate underlying collateral with original loan-to-value ratios between 40.01% to 50.00% and 50.01% to 60.00%, respectively.


⁽³⁾	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).

⁽⁴⁾

As of second quarter 2017, Farmer Mac revised its calculation of the original loan-to-value ratio of a loan to combine for any cross-collateralized loans, set forth as follows: (i) the original loan principal balance amounts in the numerator; and (ii) the original appraised property values in the denominator. In previous periods, the ratio was calculated on a loan-by-loan basis without considering the effects of any cross-collateralization. Prior period information has been reclassified to conform to the current period calculation and presentation.


⁽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.


⁽⁶⁾	Includes aggregated loans to single borrowers or borrower-related entities.

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 June 30, 2018 , Farmer Mac's substandard assets were $226.5 million ( 3.2 percent of the Farm & Ranch portfolio), compared to $221.3 million ( 3.2 percent of the Farm & Ranch portfolio) as of December 31, 2017 . Those substandard assets were comprised of 333 loans as of June 30, 2018 and 307 loans as of December 31, 2017. As of June 30, 2018, substandard asset volume includes several large exposures and represents a relatively diverse set of commodities. Farmer Mac's substandard asset volume increased modestly in dollars as assets newly classified as substandard slightly exceeded assets that were paid off, paid down, or upgraded in risk rating. As of June 30, 2018, the loan volume migrating into the substandard asset category was primarily comprised of feedgrains, oilseeds, and other crops. Farmer Mac expects that over time its substandard asset rate will eventually revert closer to, and possibly exceed, Farmer Mac's historical average due to macroeconomic factors and the cyclical nature of the agricultural economy. Farmer Mac's average substandard assets as a percentage of its Farm & Ranch portfolio over the last 15 years is approximately 4 percent. The highest substandard asset rate observed during that period occurred in 2010 at approximately 8 percent, which coincided with an increase in substandard loans within Farmer Mac's then-held ethanol portfolio that Farmer Mac no longer holds. If Farmer Mac's substandard asset rate continues to increase from current levels, it is likely that Farmer Mac's provision to the allowance for loan losses and the reserve for losses will also increase.

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. 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.

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 June 30, 2018 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 June 30, 2018
	Cumulative Original Loans, Guarantees and LTSPCs		Cumulative Net Credit Losses/(Recoveries)			Cumulative Loss Rate
	(dollars in thousands)
By year of origination:
2008 and prior	14,142,383		28,480			0.20	%
2009	552,114		1,544			0.28	%
2010	663,580		5			—	%
2011	769,495		3,661			0.48	%
2012	1,149,269		—			—	%
2013	1,411,785		—			—	%
2014	978,868		—			—	%
2015	1,094,229		(540		)	(0.05	)%
2016	1,404,299		—			—	%
2017	1,472,209		—			—	%
2018	558,864		—			—	%
Total	$	24,197,095	$	33,150		0.14	%
By geographic region ⁽¹⁾ :
Northwest	$	3,198,124	$	11,191		0.35	%
Southwest	8,453,145		8,167			0.10	%
Mid-North	6,112,533		12,830			0.21	%
Mid-South	2,867,149		(211		)	(0.01	)%
Northeast	1,418,062		201			0.01	%
Southeast	2,148,082		972			0.05	%
Total	$	24,197,095	$	33,150		0.14	%
By commodity/collateral type:
Crops	$	11,119,981	$	2,887		0.03	%
Permanent plantings	5,140,456		9,368			0.18	%
Livestock	5,696,598		3,877			0.07	%
Part-time farm	1,391,210		1,345			0.10	%
Ag. Storage and Processing	692,962		15,673			2.26	%
Other	155,888		—			—	%
Total	$	24,197,095	$	33,150		0.14	%


⁽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.

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.

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 June 30, 2018
	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	$	402,517		$	100,806		$	246,559		$	69,320		$	—		$	405		$	819,607
	5.7		%	1.4		%	3.5		%	1.0		%	—		%	—		%	11.6		%
Southwest	543,184			1,065,899			433,678			79,054			44,829			4,095			2,170,739
	7.7		%	15.1		%	6.2		%	1.1		%	0.6		%	0.1		%	30.8		%
Mid-North	1,937,574			17,469			193,153			119,955			8,981			2,828			2,279,960
	27.5		%	0.3		%	2.7		%	1.7		%	0.1		%	—		%	32.3		%
Mid-South	542,189			19,065			258,515			56,882			2,824			470			879,945
	7.7		%	0.3		%	3.7		%	0.8		%	—		%	—		%	12.5		%
Northeast	145,070			23,075			57,860			74,540			4,743			—			305,288
	2.1		%	0.3		%	0.8		%	1.1		%	0.1		%	—		%	4.4		%
Southeast	187,369			165,527			165,098			64,237			7,181			446			589,858
	2.7		%	2.3		%	2.3		%	0.9		%	0.2		%	—		%	8.4		%
Total	$	3,757,903		$	1,391,841		$	1,354,863		$	463,988		$	68,558		$	8,244		$	7,045,397
	53.4		%	19.7		%	19.2		%	6.6		%	1.0		%	0.1		%	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 June 30, 2018
	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:
2008 and Prior	$	3,329		$	9,184	$	3,803	$	1,345	$	10,819	$	28,480
2009	98			184		69		—		1,193		1,544
2010	—			—		5		—		—		5
2011	—			—		—		—		3,661		3,661
2012	—			—		—		—		—		—
2013	—			—		—		—		—		—
2014	—			—		—		—		—		—
2015	(540		)	—		—		—		—		(540		)
2016	—			—		—		—		—		—
2017	—			—		—		—		—		—
2018	—			—		—		—		—		—
Total	$	2,887		$	9,368	$	3,877	$	1,345	$	15,673	$	33,150

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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 June 30, 2018, Farmer Mac has 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, 2017 filed with the SEC on March 8, 2018.

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 June 30, 2018, 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, 2017 filed with the SEC on March 8, 2018.

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 and smaller financial funds or entities, 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 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 fiscal year ended December 31, 2017 filed with the SEC on March 8, 2018.

The unpaid principal balance of outstanding on-balance sheet AgVantage securities secured by loans eligible for the Farm & Ranch line of business totaled $5.3 billion as of June 30, 2018 and $5.1 billion as of December 31, 2017 . The unpaid principal balance of on-balance sheet AgVantage securities secured by loans eligible for the Rural Utilities line of business totaled $2.8 billion as of June 30, 2018 and $2.5 billion as of December 31, 2017 . The unpaid principal balance of outstanding off-balance sheet AgVantage securities totaled $0.3 billion as of June 30, 2018 and $0.3 billion as of December 31, 2017 .

The following table provides information about the issuers of AgVantage securities, as well as the required collateralization levels for those transactions as of June 30, 2018 and December 31, 2017 :

Table 21



	As of June 30, 2018				As of December 31, 2017
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⁾	3,100,175		A	100%	2,800,188		A	100%
Rabo AgriFinance	2,100,000		None	106%	2,075,000		None	106%
Other ⁽²⁾	357,362		⁽³⁾	106% to 125%	199,959		⁽³⁾	106% to 125%
Farm Equity AgVantage ⁽⁴⁾	284,348		None	110%	279,731		None	110%
Total outstanding	$	8,391,885			$	7,904,878


⁽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.


⁽²⁾	Consists of AgVantage securities issued by 6 different issuers as of both June 30, 2018 and December 31, 2017.


⁽³⁾	Consists of AgVantage securities from 6 different issuers without a credit rating as of both June 30, 2018 and December 31, 2017.


⁽⁴⁾	Consists of AgVantage securities from 5 different issuers as of both June 30, 2018 and December 31, 2017.

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

102

Business—Rural Utilities—Approved Lenders" in Farmer Mac's Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on March 8, 2018.

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, Farmer Mac is required to fully collateralize its derivatives positions without any minimum threshold for cleared swap transactions, as well as for non-cleared swap transactions entered into after March 1, 2017, the effective date of new rules that established zero threshold requirements for the exchange of variation margin between Farmer Mac and its swap dealer counterparties in such transactions. 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 June 30, 2018 , Farmer Mac had $0.4 billion of cash and cash equivalents and $2.4 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 June 30, 2018 , 25 percent of Farmer Mac's regulatory capital was $175.5 million ), Farmer Mac's current policy limits this total credit exposure to 5 percent of its regulatory capital (as of June 30, 2018 , 5 percent of Farmer Mac's regulatory capital was $35.1 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 from investing more than 100 percent of its regulatory capital in any one GSE.

103

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 2018. 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. 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;


•	refinancing existing liabilities; or


•	using financial derivatives to alter the characteristics of existing assets or liabilities.

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 when projecting and valuing 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

104

and adjusts and refines the models as necessary to improve the precision of subsequent prepayment forecasts.

Yield maintenance provisions and other prepayment penalties contained in certain agricultural real estate mortgage loans and most 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 June 30, 2018 , approximately 2 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 provisions or other forms of prepayment protection (together covering 4 percent of all loans with fixed interest rates). Of the Farm & Ranch loans purchased in second quarter 2018 , none had yield maintenance or another form of prepayment protection. As of June 30, 2018 , none of Farmer Mac's USDA Securities had yield maintenance provisions; however, 4 percent contained other prepayment penalties. Of the USDA Securities purchased in second quarter 2018 , 3 percent contained various forms of prepayment penalties. As of June 30, 2018 , 67 percent of the Rural Utilities loans owned by Farmer Mac had yield maintenance provisions. There were no Rural Utilities loans purchased in second quarter 2018 .

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 but has not yet purchased, other than delinquent loans purchased through LTSPCs or loans designated for securitization under a forward purchase agreement. When Farmer Mac commits to purchase these loans, it is exposed to interest rate risk between the time it commits to purchase the loans and the time it issues debt to fund the purchase of those loans.

Farmer Mac manages the interest rate risk related to these loans by using futures contracts involving U. S. Treasury securities and/or forward sale contracts on the debt securities of other GSEs. Farmer Mac uses U.S. Treasury futures contracts as a hedge against the level of interest rates, while forward sale contracts on GSE securities 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 $0.4 billion of cash and cash equivalents mature within three months and are funded with discount notes having similar maturities. As of June 30, 2018 , $2.30 billion of the $ 2.37 billion of investment securities ( 97 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.

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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 projected net effective spread ("NES") 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 NES simulation represents the difference between projected income from interest-earning assets and interest expense produced by the related funding, including associated derivatives. Farmer Mac's NES 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 NES forecast represents an estimate of the net effective spread income that Farmer Mac's current portfolio is expected to produce over a twelve-month horizon. As a result, NES 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 portfolio.

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 as 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 NES sensitivity analysis as of June 30, 2018 and December 31, 2017 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 June 30, 2018		As of December 31, 2017
+100 basis points	(1.7	)%	(1.1	)%
-100 basis points	(3.2	)%	(5.4	)%



	Percentage Change in NES from Base Case
Interest Rate Scenario	As of June 30, 2018		As of December 31, 2017
+100 basis points	4.4	%	4.4	%
-100 basis points	(6.0	)%	(3.7	)%

As of June 30, 2018 , Farmer Mac's effective duration gap was negative 0.1 months , compared to negative 0.9 months as of December 31, 2017 . During the first half of 2018, interest rates increased significantly. This rate movement increased the duration of Farmer Mac’s assets relative to its liabilities, thereby reducing Farmer Mac’s duration gap. Despite this rate movement, Farmer Mac’s overall interest rate sensitivity remained stable and at relatively low levels during the first half of 2018.

Financial Derivatives Transactions

The economic effects of financial derivatives are included in Farmer Mac's MVE, NES, 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 June 30, 2018 , Farmer Mac had $10.1 billion combined notional amount of interest rate swaps, with terms ranging from less than one year to twenty-five years, of which $3.2 billion were pay-fixed interest rate swaps, $5.5 billion were receive-fixed interest rate swaps, and $1.4 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 reducing interest rate risk and often 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

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specific transactions. Certain financial derivatives are designated as fair value hedges of fixed rate assets classified as available for sale or liabilities to protect against fair value changes in the assets or liabilities related to a benchmark interest rate (e.g., LIBOR). Furthermore, certain financial derivatives are designated as cash flow hedges to mitigate the volatility of future interest rate payments on floating rate debt.

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 June 30, 2018 , Farmer Mac had $2.0 million uncollateralized net exposures to three counterparties. As of December 31, 2017 , Farmer Mac had uncollateralized net exposures of $0.5 million to three 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 based on a floating rate market index, whereas the related debt that Farmer Mac issued to fund those assets until their maturities may be refinanced based on 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 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

108

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 June 30, 2018, Farmer Mac held $6.8 billion of floating rate assets in its lines of business and its investment portfolio that reset based on floating rate market indexes, primarily one-month and three-month LIBOR. As of the same date, Farmer Mac also had $3.2 billion of interest rate swaps outstanding where Farmer Mac pays a fixed rate of interest and receives a floating rate of interest.

Farmer Mac's short-term funding costs relative to LIBOR have varied during the first half of 2018. Specifically, its funding costs relative to one-month LIBOR have been relatively stable and at levels generally consistent with Farmer Mac's historical experience. Farmer Mac's funding costs relative to three-month LIBOR, on the other hand, have fluctuated more widely and have maintained levels that are more attractive than those in Farmer Mac's historical experience. Farmer Mac continually adjusts its funding strategies to mitigate the effects of this volatility and to maintain overall low funding costs. However, Farmer Mac believes that material improvements in its short-term funding costs relative to LIBOR in the near-term are less likely.

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 2017 and the first six months of 2018. 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 172 days of liquidity during second quarter 2018 and had 180 days of liquidity as of June 30, 2018 .

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. As of June 30, 2018 , Farmer Mac had outstanding discount notes of $1.6 billion , medium-term notes that mature within one year of $6.2 billion , and medium-term notes that mature after one year of $8.4 billion .

Farmer Mac's board of directors has authorized the issuance of up to $20.0 billion of discount notes and medium-term notes (of which $16.2 billion was outstanding as of June 30, 2018 ), 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

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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 June 30, 2018 and December 31, 2017:

Table 23



	As of June 30, 2018		As of December 31, 2017
	(in thousands)
Cash and cash equivalents	$	430,812	$	302,022
Investment securities:
Guaranteed by U.S. Government and its agencies	1,407,119		1,331,490
Guaranteed by GSEs	928,371		893,843

Asset-backed securities	34,140		35,104
Total	$	2,800,442	$	2,562,459

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 June 30, 2018 , Farmer Mac was in compliance with its statutory capital requirements and was classified as within "level I" (the highest compliance level). See Note 9 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, 2017 filed with the SEC on March 8, 2018 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 if Tier 1 capital falls below specified thresholds. As of June 30, 2018 and December 31, 2017, Farmer Mac's Tier 1 capital ratio was 13.0% and 12.6% , respectively, as capital growth outpaced the growth in risk weighted assets during the first six months of 2018. 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

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Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed with the SEC on March 8, 2018. As of June 30, 2018 , Farmer Mac was in compliance with its capital adequacy policy.

Regulatory Matters

On December 7, 2017, Farmer Mac disclosed that it had terminated the employment of its former President and Chief Executive Officer, Timothy L. Buzby, due to violations of company policies unrelated to Farmer Mac's financial or business performance. Shortly after that disclosure, FCA issued a press release to state that OSMO would be conducting oversight and examination activities that are expected and customary in this type of situation with a regulated entity and to clarify that FCA examinations are not public. Farmer Mac has been cooperating with OSMO in its follow-up requests for information related to the change in leadership at Farmer Mac and the events leading up to that change. Farmer Mac does not expect that this will have a material effect on its business activities and operations or financial condition.

Other Matters

Common Stock Dividends . For first and second quarter 2018, Farmer Mac paid a quarterly dividend of $0.58 per share on all classes of its common stock. For each quarter in 2017, Farmer Mac paid a quarterly dividend of $0.36 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, 2017 filed with the SEC on March 8, 2018.

Preferred Stock Dividends . For first and second quarter 2018 and for each quarter of 2017, 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.

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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:
June 30, 2018	$	224,101	$	126,066	$	129,960	$	—	$	—	$	825,203	$	1,305,330
March 31, 2018	259,111		159,065		123,525		8,645		—		813,337		1,363,683
December 31, 2017	204,917		282,809		100,024		15,000		—		234,753		837,503
September 30, 2017	298,274		102,774		131,298		70,000		—		290,995		893,341
June 30, 2017	312,217		55,899		169,261		25,000		—		1,296,757		1,859,134
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

For the year ended:
December 31, 2017	1,129,545		554,743		531,684		137,341		—		2,383,912		4,737,225
December 31, 2016	966,023		399,095		481,257		50,491		441,404		2,098,852		4,437,122

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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	$	33,075	$	8,391	$	31,067	$	36,983	$	353	$	8,699	$	759,223	$	877,791
Unscheduled	$	86,426	$	8,273	$	69,539	$	66,601	$	51,306	$	—	$	—	282,145
June 30, 2018	$	119,501	$	16,664	$	100,606	$	103,584	$	51,659	$	8,699	$	759,223	$	1,159,936

Scheduled	$	110,733	$	14,085	$	70,057	$	40,811	$	26,507	$	—	$	392,310	$	654,503
Unscheduled	73,502		4,929		81,204		43,189		14,952		120,022		—		337,798
March 31, 2018	$	184,235	$	19,014	$	151,261	$	84,000	$	41,459	$	120,022	$	392,310	$	992,301

Scheduled	$	25,848	$	14,371	$	36,806	$	22,381	$	315	$	13,621	$	231,717	$	345,059
Unscheduled	49,229		6,941		43,975		24,385		4,876		—		—		129,406
December 31, 2017	$	75,077	$	21,312	$	80,781	$	46,766	$	5,191	$	13,621	$	231,717	$	474,465

Scheduled	$	61,961	$	6,735	$	21,409	$	24,163	$	27,191	$	39,816	$	100,571	$	281,846
Unscheduled	49,894		5,861		124,676		45,192		457		—		—		226,080
September 30, 2017	$	111,855	$	12,596	$	146,085	$	69,355	$	27,648	$	39,816	$	100,571	$	507,926

Scheduled	$	21,687	$	9,116	$	41,821	$	35,169	$	—	$	9,885	$	1,166,922	$	1,284,600
Unscheduled	51,442		10,737		47,262		46,776		—		—		4,000		160,217
June 30, 2017	$	73,129	$	19,853	$	89,083	$	81,945	$	—	$	9,885	$	1,170,922	$	1,444,817

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

For the year ended:
Scheduled	$	179,890	$	46,406	$	148,411	$	118,035	$	54,415	$	72,256	$	1,660,661	$	2,280,074
Unscheduled	265,376		35,524		280,399		155,810		6,147		—		106,059		849,315
December 31, 2017	$	445,266	$	81,930	$	428,810	$	273,845	$	60,562	$	72,256	$	1,766,720	$	3,129,389

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

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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:
June 30, 2018	$	4,378,958	$	297,833	$	2,368,606	$	2,418,115	$	991,819	$	677,621	$	8,391,885	$	19,524,837
March 31, 2018	4,274,359		314,497		2,343,146		2,391,739		1,043,477		686,320		8,325,905		19,379,443
December 31, 2017	4,198,733		333,511		2,335,342		2,352,214		1,076,291		806,342		7,904,878		19,007,311
September 30, 2017	4,068,893		354,823		2,133,314		2,298,956		1,066,482		819,963		7,901,842		18,644,273
June 30, 2017	3,882,474		367,419		2,176,625		2,237,013		1,024,130		859,779		7,711,418		18,258,858
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

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:
June 30, 2018	$	7,551,149	$	2,594,399	$	5,398,021	$	15,543,569
March 31, 2018	7,507,581		2,498,985		5,432,923		15,439,489
December 31, 2017	7,158,014		2,499,203		5,309,126		14,966,343
September 30, 2017	6,921,477		2,447,923		5,426,757		14,796,157
June 30, 2017	6,722,463		2,406,120		5,226,982		14,355,565
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

114

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 ⁽¹⁾
	Dollars		Yield		Dollars		Yield		Dollars		Yield		Dollars		Yield		Dollars		Yield		Dollars		Yield
	(dollars in thousands)
For the quarter ended:
June 30, 2018 ⁽²⁾	$	13,347	1.86	%	$	4,398	0.83	%	$	2,923	1.15	%	$	15,220	0.76	%	$	274	0.04	%	$	36,162	0.86	%
March 31, 2018	12,540		1.80	%	4,400		0.82	%	2,950		1.12	%	14,824		0.78	%	2,387		0.36	%	37,101		0.91	%
December 31, 2017	12,396		1.80	%	4,979		0.93	%	3,057		1.14	%	14,800		0.78	%	2,235		0.35	%	37,467		0.93	%
September 30, 2017	11,303		1.73	%	4,728		0.90	%	2,765		1.07	%	14,455		0.78	%	2,725		0.41	%	35,976		0.91	%
June 30, 2017 ⁽²⁾	11,158		1.77	%	4,551		0.87	%	2,669		1.06	%	14,467		0.81	%	2,489		0.36	%	35,334		0.91	%
March 31, 2017	10,511		1.77	%	4,561		0.89	%	2,568		1.04	%	12,615		0.82	%	2,271		0.32	%	32,526		0.90	%
December 31, 2016	10,131		1.75	%	5,152		1.04	%	2,530		1.02	%	11,636		0.78	%	1,999		0.26	%	31,448		0.88	%
September 30, 2016	10,476		1.86	%	4,994		1.03	%	2,541		1.01	%	11,431		0.75	%	2,239		0.24	%	31,681		0.85	%
June 30, 2016	9,644		1.74	%	4,392		0.92	%	2,459		0.98	%	11,412		0.77	%	2,596		0.29	%	30,503		0.83	%

⁽¹⁾

Net effective spread is a non-GAAP measure. Effective in fourth quarter 2017, Farmer Mac revised its methodology for calculating net effective spread to also include the net effects of terminations or net settlements on financial derivatives and hedging activities. All prior period information has been recast to reflect the revised net effective spread methodology. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Use of Non-GAAP Measures—Net Effective Spread" for more information about net effective spread.


⁽²⁾	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 three months ended June 30, 2018 and 2017.

115

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
	June 2018			March 2018			December 2017			September 2017			June 2017			March 2017			December 2016			September 2016			June 2016

Revenues:
Net effective spread	$	36,162		$	37,101		$	37,467		$	35,976		$	35,334		$	32,526		$	31,448		$	31,681		$	30,503
Guarantee and commitment fees	5,171			5,083			5,157			4,935			4,942			5,316			5,158			4,533			4,810
Other	111			428			69			274			107			485			545			713			466
Total revenues	41,444			42,612			42,693			41,185			40,383			38,327			37,151			36,927			35,779

Credit related expense/(income):
Provision for/(release of) losses	582			(410		)	464			384			466			444			512			(31		)	458
REO operating expenses	—			16			—			—			23			—			—			—			—
(Gains)/losses on sale of REO	(34		)	—			(964		)	(32		)	(757		)	5			—			(15		)	—
Total credit related expense/(income)	548			(394		)	(500		)	352			(268		)	449			512			(46		)	458

Operating expenses:
Compensation and employee benefits	6,936			6,654			5,247			5,987			6,682			6,317			5,949			5,438			5,611
General and administrative	5,202			4,326			4,348			3,890			3,921			3,800			4,352			3,474			3,757
Regulatory fees	625			625			625			625			625			625			625			613			612
Total operating expenses	12,763			11,605			10,220			10,502			11,228			10,742			10,926			9,525			9,980

Net earnings	28,133			31,401			32,973			30,331			29,423			27,136			25,713			27,448			25,341
Income tax expense	5,477			6,259			11,796			10,268			10,307			8,844			9,189			9,577			8,979
Net (loss)/income attributable to non-controlling interest ⁽¹⁾	—			—			—			—			(150		)	(15		)	28			(18		)	(16		)
Preferred stock dividends	3,296			3,295			3,296			3,295			3,296			3,295			3,296			3,295			3,296
Core earnings	$	19,360		$	21,847		$	17,881		$	16,768		$	15,970		$	15,012		$	13,200		$	14,594		$	13,082

Reconciling items:
Gains/(losses) on financial derivatives and hedging activities due to fair value changes	8,396			285			(264		)	2,737			2,221			4,805			17,233			1,460			(2,076		)
Unrealized gains/(losses) on trading assets	11			16			60			—			(2		)	(82		)	(474		)	1,182			394
Amortization of premiums/discounts and deferred gains on assets consolidated at fair value	196			(686		)	(129		)	(954		)	(117		)	(127		)	(40		)	(157		)	(371		)
Net effects of terminations or net settlements on financial derivatives and hedging activities	232			1,242			632			862			232			948			2,150			238			398
Re-measurement of net deferred tax asset due to enactment of new tax legislation	—			—			(1,365		)	—			—			—			—			—			—
Income tax effect related to reconciling items	(1,855		)	(180		)	(105		)	(926		)	(816		)	(1,941		)	(6,604		)	(953		)	579
Net income attributable to common stockholders	$	26,340		$	22,524		$	16,710		$	18,487		$	17,488		$	18,615		$	25,465		$	16,364		$	12,006


⁽¹⁾	As of May 1, 2017, Farmer Mac transferred its entire 65% ownership interest in AgVisory back to the limited liability company.

116


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 June 30, 2018 .

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 June 30, 2018 .

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 June 30, 2018 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, 2017 filed with the SEC on March 8, 2018.

117

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

(a) Farmer Mac is a federally chartered instrumentality of the United States whose debt and equity securities are exempt from registration under Section 3(a)(2) of the Securities Act of 1933. During second quarter 2018, 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 41 shares of its Class C Non-Voting Common Stock on April 5, 2018 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 $87.02 per share, which was the closing price of the Class C Non-Voting Common Stock on March 29, 2018 (the last trading day of the quarter) as reported by the New York Stock Exchange.

On April 4, 2018, Farmer Mac granted an aggregate of 9,840 shares of restricted Class C non-voting common stock under its 2008 Omnibus Incentive Plan at a grant price of $85.14 per share to twenty-four employees as incentive compensation. All of the shares of restricted stock granted to each employee will "cliff" vest on April 15, 2021 if the employee remains employed by Farmer Mac on that date.


(b)	Not applicable.


(c)	None.

Item 3. Defaults Upon Senior Securities

(a) None.

(b) None.


Item 4.	Mine Safety Disclosures

Not applicable.

118

Item 5. Other Information

(a) None.

(b) None.

Item 6. Exhibits



*	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 August 9, 2017).
*	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	—	Letter Agreement on compensation terms for Registrant's Acting President and Chief Executive Officer between Registrant and Lowell L. Junkins, dated May 18, 2018 (effective May 1, 2018).
†**	10.2	—	Amended and Restated 2008 Omnibus Incentive Plan (effective May 3, 2018).
**	31.1	—	Certification of Registrant's principal executive officer relating to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, 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 June 30, 2018, 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 June 30, 2018, 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.

119

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/ Lowell L. Junkins		August 9, 2018
By:	Lowell L. Junkins	Date
	Acting President and Chief Executive Officer
	(Principal Executive Officer)



/s/ R. Dale Lynch		August 9, 2018
By:	R. Dale Lynch	Date
	Executive Vice President – Chief Financial Officer
	(Principal Financial Officer)

120

EXHIBIT 10.1

[FARMER MAC LETTERHEAD]

May 18, 2018

Lowell L. Junkins

Acting President and Chief Executive Officer

Federal Agricultural Mortgage Corporation

1999 K Street, NW, 4th Floor

Washington, DC 20006

Dear Lowell:

The Board of Directors (the “Board”) of the Federal Agricultural Mortgage Corporation (“Farmer Mac”) appreciates your service as Acting President and Chief Executive Officer. This letter agreement specifies the terms of compensation during your continued service in that position, which terms were approved by the Board on May 2, 2018.

Effective May 1, 2018, you will receive a base salary of forty thousand dollars ($40,000) per month for your service in the role of Farmer Mac’s Acting President and Chief Executive Officer. You will continue to be paid that salary until the earlier of the date a new Chief Executive Officer has begun service at Farmer Mac or you cease to be employed by Farmer Mac. In recognition of your service in the role of Acting President and Chief Executive Officer since December 7, 2017 and based on the evaluation of your performance and accomplishments during that time, the Board’s Compensation Committee recommended, and the Board approved, a performance bonus of $160,000 that has already been paid to you in cash. You will also be eligible for a discretionary cash bonus at the conclusion of your service as Acting President and Chief Executive Officer, which will be determined by the Board’s Compensation Committee or the Board after evaluation of your performance during your entire time in that position.

While serving as Farmer Mac’s Acting President and Chief Executive Officer, you will remain ineligible for employee benefits and perquisites other than those where you are covered automatically and a waiver would be impractical. You will, however, continue to receive reimbursement of living and commuting expenses (including the use of a corporate apartment) under the arrangement currently in place as you work out of Farmer Mac’s Washington, DC office while maintaining your primary residence in Iowa.

You will not be eligible for grants of equity-based compensation in your capacity as Acting President and Chief Executive Officer, but you will continue to vest in the equity grants you previously received in your capacity as a director of Farmer Mac and will remain eligible for any new equity grants as a director. Any cash director fees payable during or with respect to the time you serve as Acting President and Chief Executive Officer will continue to be paid.

Lowell L. Junkins

May 18, 2018

Page 2

Your employment with Farmer Mac will continue to be on an “at-will” basis, meaning that either you or Farmer Mac may terminate the employment relationship at any time, for any reason or no reason, and with or without notice. Nothing in this letter shall be construed as an agreement, either express or implied, to pay you compensation or grant you any benefit beyond the end of your employment with Farmer Mac, except for your continued eligibility for the post-employment discretionary bonus. All compensation paid to you is subject to any applicable tax or other required withholdings.

If this letter correctly sets forth your understanding of the terms under which your service as Acting President and Chief Executive Officer will continue, please sign the enclosed duplicate of this letter in the space provided below and return it to Stephen P. Mullery, Farmer Mac’s General Counsel.

On behalf of the Federal Agricultural Mortgage Corporation

/s/ Richard H. Davidson

Richard H. Davidson

Chairman, Compensation Committee



Agreed: /s/ Lowell L. Junkins Lowell L. Junkins Date: May 18, 2018

EXHIBIT 10.2

Federal Agricultural Mortgage Corporation
Amended and Restated 2008 Omnibus Incentive Plan

Amended effective as of May 3, 2018

As Approved by the Board of Directors March 1, 2018
For Submission for Approval by the Voting Stockholders

Contents



Article 1. Establishment, Purpose, and Duration	4

Article 2. Definitions	4

Article 3. Administration	8

Article 4. Shares Subject to This Plan and Maximum Awards	9

Article 5. Eligibility and Participation	11

Article 6. Stock Options	11

Article 7. Stock Appreciation Rights	14

Article 8. Restricted Stock and Restricted Stock Units	16

Article 9. Performance Units/Performance Shares	18

Article 10. Cash-Based Awards and Other Stock-Based Awards	19

Article 11. Transferability of Awards	20

Article 12. Performance Measures	20

Article 13. Nonemployee Director Awards	22



Article 14. Dividends and Dividend Equivalents	22

Article 15. Beneficiary Designation	22

Article 16. Rights of Participants	22

Article 17. Amendment, Modification, Suspension, and Termination	23

Article 18. Withholding	24

Article 19. Successors	24

Article 20. General Provisions	25

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 May 3, 2018, 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, 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 May 3, 2028.

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, 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), provided that clause (ii) will only be required for so long as the Board determines it necessary to assist with any exemption from 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 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	“Nonemployee Director” means a Director who is not an Employee .


2.18	“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.


2.19	“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.


2.20	“Option” means a Nonqualified Stock Option, as described in Article 6.


2.21	“Option Price” means the price at which a Share may be purchased by a Participant pursuant to an Option.


2.22	“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.


2.23	“Participant” means any eligible individual as set forth in Article 5 to whom an Award is granted.

2.24

“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.


2.25	“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.


2.26	“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.


2.27	“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.


2.28	“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.


2.29	“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.


2.30	“Plan” means this Federal Agricultural Mortgage Corporation 2008 Omnibus Incentive Plan, as amended from time to time.


2.31	“Plan Year” means the calendar year.


2.32	“Prior Plan” means the Company’s 1997 Incentive Plan, as amended and restated.


2.33	“Restricted Stock ” means an Award of Shares granted or sold to a Participant pursuant to Article 8.


2.34	“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.


2.35	“Share” means a share of Class C Non-Voting common stock of the Company, $1.00 par value per share.


2.36	“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.


2.37	“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 . 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:


(a)	One million five hundred thousand (1,500,000) Shares, plus


(b)	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.

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 . 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, subject to compliance with the rules under Code Sections 409A, 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. 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 that the Option is intended to be 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 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.

6.10 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 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 but such goals may also be applied to other awards:


(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) unusual or infrequently occurring items as described in FASB Accounting Standards Codification Topic 220 and/or reflected 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 that are intended to be exempt from Code Section 162(m), 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. Dividends and 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 (other than an Option or Stock Appreciation Right), to be credited as of dividend payment dates, during the period between the date the Award is granted and the date the Award vests or expires, as determined by the Committee, provided that no dividend equivalents or dividends shall be paid with respect to Shares under an Award before they vest (or such later date as the Shares are treated as compensation for the Participant). 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 31.1

CERTIFICATION

I, Lowell L. Junkins, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q of the Federal Agricultural Mortgage Corporation for the fiscal quarter ended June 30, 2018;


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: August 9, 2018



/s/ Lowell L. Junkins
Lowell L. Junkins
Acting 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 June 30, 2018;


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: August 9, 2018



/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 June 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Lowell L. Junkins, Acting 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/ Lowell L. Junkins
Lowell L. Junkins
Acting Chief Executive Officer

/s/ R. Dale Lynch
R. Dale Lynch
Chief Financial Officer

Date:	August 9, 2018