Document


 
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 November 30, 2017
OR 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to             

Commission File Number: 1-7102
__________________________
NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION
(Exact name of registrant as specified in its charter)
__________________________
District of Columbia
 
52-0891669
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
20701 Cooperative Way, Dulles, Virginia, 20166
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (703) 467-1800
__________________________
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 ☒  No ☐

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   No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. Large accelerated filer  ☐     Accelerated filer  ☐    Non-accelerated filer    Smaller reporting company ☐ Emerging growth company ☐
(Do not check if a smaller reporting company)

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transaction period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ☐     No
 




TABLE OF CONTENTS
 
  
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
  
 
 
 
 
 
 
 

i



INDEX OF MD&A TABLES
 
Table
  
 Description
 
Page
  
MD&A Tables:
 
 
1
 
Summary of Selected Financial Data
 
2

2
 
Average Balances, Interest Income/Interest Expense and Average Yield/Cost
 
8

3
 
Rate/Volume Analysis of Changes in Interest Income/Interest Expense
 
11

4
 
Non-Interest Income
 
13

5
 
Derivative Average Notional Amounts and Average Interest Rates
 
14

6
 
Derivative Gains (Losses)
 
15

7
 
Non-Interest Expense
 
16

8
 
Loans Outstanding by Type and Member Class
 
17

9
 
Historical Retention Rate and Repricing Selection
 
18

10
 
Total Debt Outstanding
 
19

11
 
Member Investments
 
20

12
 
Collateral Pledged
 
21

13
 
Unencumbered Loans
 
22

14
 
Guarantees Outstanding
 
23

15
 
Maturities of Guarantee Obligations
 
24

16
 
Unadvanced Loan Commitments
 
24

17
 
Notional Maturities of Unadvanced Loan Commitments
 
24

18
 
Maturities of Notional Amount of Unconditional Committed Lines of Credit
 
25

19
 
Loan Portfolio Security Profile
 
27

20
 
Credit Exposure to 20 Largest Borrowers
 
29

21
 
TDR Loans
 
30

22
 
Net Charge-Offs (Recoveries)
 
30

23
 
Allowance for Loan Losses
 
31

24
 
Rating Triggers for Derivatives
 
32

25
 
Liquidity Reserve
 
33

26
 
Committed Bank Revolving Line of Credit Agreements
 
34

27
 
Short-Term Borrowings
 
35

28
 
Issuances and Maturities of Long-Term and Subordinated Debt
 
36

29
 
Principal Maturity of Long-Term and Subordinated Debt
 
36

30
 
Projected Sources and Uses of Liquidity
 
38

31
 
Credit Ratings
 
38

32
 
Interest Rate Gap Analysis
 
40

33
 
Adjusted Financial Measures — Income Statement
 
41

34
 
TIER and Adjusted TIER
 
42

35
 
Adjusted Financial Measures — Balance Sheet
 
42

36
 
Debt-to-Equity Ratio
 
43


ii



PART I—FINANCIAL INFORMATION

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A)
FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains certain statements that are considered “forward-looking statements” within the Securities Act of 1933, as amended, and the Exchange Act of 1934, as amended. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identified by our use of words such as “intend,” “plan,” “may,” “should,” “will,” “project,” “estimate,” “anticipate,” “believe,” “expect,” “continue,” “potential,” “opportunity” and similar expressions, whether in the negative or affirmative. All statements about future expectations or projections, including statements about loan volume, the appropriateness of the allowance for loan losses, operating income and expenses, debt-to-equity ratio, borrower financial performance, impaired loans, and sources and uses of liquidity, are forward-looking statements. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, actual results and performance may differ materially from our forward-looking statements due to several factors. Factors that could cause future results to vary from our forward-looking statements include, but are not limited to, general economic conditions, legislative changes including those that could affect our tax status, governmental monetary and fiscal policies, demand for our loan products, lending competition, changes in the quality or composition of our loan portfolio, changes in our ability to access external financing, changes in the credit ratings on our debt, valuation of collateral supporting impaired loans, charges associated with our operation or disposition of foreclosed assets, regulatory and economic conditions in the rural electric industry, nonperformance of counterparties to our derivative agreements, the costs and effects of legal or governmental proceedings involving us or our members and the factors listed and described under “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended May 31, 2017 (“2017 Form 10-K”). Except as required by law, we undertake no obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or changes in expectations after the date on which the statement is made.
INTRODUCTION

National Rural Utilities Cooperative Finance Corporation (“CFC”) is a member-owned cooperative association incorporated under the laws of the District of Columbia in April 1969. CFC’s principal purpose is to provide its members with financing to supplement the loan programs of the Rural Utilities Service (“RUS”) of the United States Department of Agriculture (“USDA”). CFC makes loans to its rural electric members so they can acquire, construct and operate electric distribution, generation, transmission and related facilities. CFC also provides its members with credit enhancements in the form of letters of credit and guarantees of debt obligations. As a cooperative, CFC is owned by and exclusively serves its membership, which consists of not-for-profit entities or subsidiaries or affiliates of not-for-profit entities. CFC is exempt from federal income taxes under Section 501(c)(4) of the Internal Revenue Code. As a member-owned cooperative, CFC’s objective is not to maximize profit, but rather to offer its members cost-based financial products and services. CFC funds its activities primarily through a combination of public and private issuances of debt securities, member investments and retained equity. As a Section 501(c)(4) tax-exempt, member-owned cooperative, we cannot issue equity securities.

Our financial statements include the consolidated accounts of CFC, National Cooperative Services Corporation (“NCSC”), Rural Telephone Finance Cooperative (“RTFC”) and subsidiaries created and controlled by CFC to hold foreclosed assets resulting from defaulted loans or bankruptcy. NCSC is a taxable member-owned cooperative that may provide financing to members of CFC, government or quasi-government entities which own electric utility systems that meet the Rural Electrification Act definition of “rural” and for-profit and nonprofit entities that are owned, operated or controlled by, or provide significant benefits to certain members of CFC. RTFC is a taxable Subchapter T cooperative association that provides financing for its rural telecommunications members and their affiliates. CFC did not have any entities that held foreclosed assets as of November 30, 2017 or May 31, 2017. See “Item 1. Business—Overview” of our 2017 Form 10-K for additional information on the business activities of each of these entities. Unless stated otherwise, references to “we,” “our” or “us” relate to CFC and its consolidated entities. All references to members within this document include members, associates and affiliates of CFC and its consolidated entities.


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Management monitors a variety of key indicators to evaluate our business performance. The following MD&A is intended to provide the reader with an understanding of our results of operations, financial condition and liquidity by discussing the drivers of changes from period to period and the key measures used by management to evaluate performance, such as net interest income, net interest yield, loan growth, debt-to-equity ratio, growth and credit quality metrics. MD&A is provided as a supplement to, and should be read in conjunction with our unaudited condensed consolidated financial statements and related notes in this Report, our audited consolidated financial statements and related notes in our 2017 Form 10-K and additional information contained in our 2017 Form 10-K, including the risk factors discussed under “Part I—Item 1A. Risk Factors,” as well as any risk factors identified under “Part II—Item 1A. Risk Factors” in this Report.
SUMMARY OF SELECTED FINANCIAL DATA

Table 1 provides a summary of consolidated selected financial data for the three and six months ended November 30, 2017 and 2016, and as of November 30, 2017 and May 31, 2017. In addition to financial measures determined in accordance with generally accepted accounting principles in the United States (“GAAP”), management also evaluates performance based on certain non-GAAP measures and metrics, which we refer to as “adjusted” measures. Certain financial covenant provisions in our credit agreements are also based on non-GAAP financial measures. Our key non-GAAP financial measures are adjusted net income, adjusted net interest income, adjusted interest expense, adjusted net interest yield, adjusted times interest earned ratio (“adjusted TIER”) and adjusted debt-to-equity ratio. The most comparable GAAP measures are net income, net interest income, interest expense, net interest yield, TIER and debt-to-equity ratio, respectively. The primary adjustments we make to calculate these non-GAAP measures consist of (i) adjusting interest expense and net interest income to include the impact of net periodic derivative cash settlements; (ii) adjusting net income, senior debt and total equity to exclude the non-cash impact of the accounting for derivative financial instruments; (iii) adjusting senior debt to exclude the amount that funds CFC member loans guaranteed by RUS, subordinated deferrable debt and members’ subordinated certificates; and (iv) adjusting total equity to include subordinated deferrable debt and members’ subordinated certificates and exclude cumulative derivative forward value gains and losses and accumulated other comprehensive income. We believe our non-GAAP adjusted measures, which are not a substitute for GAAP and may not be consistent with similarly titled non-GAAP measures used by other companies, provide meaningful information and are useful to investors because management evaluates performance based on these metrics, and certain financial covenants in our committed bank revolving line of credit agreements and debt indentures are based on adjusted measures. See “Non-GAAP Financial Measures” for a detailed reconciliation of these adjusted measures to the most comparable GAAP measures.

Table 1: Summary of Selected Financial Data
 
 
Three Months Ended November 30,
 
 
 
Six Months Ended November 30,
 
 
(Dollars in thousands)
 
2017
 
2016
 
Change
 
2017
 
2016
 
Change
Statement of operations
 
 
 
 
 
 
 
 
 
 
 
 
Interest income
 
$
265,823

 
$
257,156

 
3%
 
$
531,738

 
$
513,991

 
3%
Interest expense
 
(195,170
)
 
(183,654
)
 
6
 
(387,901
)
 
(364,734
)
 
6
Net interest income
 
70,653

 
73,502

 
(4)
 
143,837

 
149,257

 
(4)
Fee and other income
 
5,542

 
5,097

 
9
 
9,487

 
9,627

 
(1)
Total net revenue
 
76,195

 
78,599

 
(3)
 
153,324

 
158,884

 
(3)
Benefit (provision) for loan losses
 
304

 
(738
)
 
**
 
602

 
(2,666
)
 
**
Derivative gains(1)
 
125,593

 
340,660

 
(63)
 
79,395

 
152,367

 
(48)
Results of operations of foreclosed assets
 
(10
)
 
(549
)
 
(98)
 
(34
)
 
(1,661
)
 
(98)
Operating expenses(2) 
 
(21,914
)
 
(20,632
)
 
6
 
(43,550
)
 
(41,491
)
 
5
Other non-interest expense
 
(618
)
 
(517
)
 
20
 
(1,140
)
 
(960
)
 
19
Income before income taxes
 
179,550

 
396,823

 
(55)
 
188,597

 
264,473

 
(29)
Income tax expense
 
(827
)
 
(1,519
)
 
(46)
 
(859
)
 
(1,430
)
 
(40)
Net income
 
$
178,723

 
$
395,304

 
(55)
 
$
187,738

 
$
263,043

 
(29)

2



 
 
Three Months Ended November 30,
 
 
 
Six Months Ended November 30,
 
 
 
 
2017
 
2016
 
Change
 
2017

2016
 
Change
Adjusted operational financial measures
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted interest expense(3)
 
$
(214,805
)
 
$
(205,241
)
 
5%
 
$
(427,758
)
 
$
(409,711
)
 
4%
Adjusted net interest income(3)
 
51,018

 
51,915

 
(2)
 
103,980

 
104,280

 
Adjusted net income(3)
 
33,495

 
33,057

 
1
 
68,486

 
65,699

 
4
 
 
 
 
 
 
 
 
 
 
 
 
 
Selected ratios
 
 
 
 
 
 
 
 
 
 
 
 
Fixed-charge coverage ratio/TIER (4)
 
1.92

 
3.15

 
(123) bps
 
1.48

 
1.72

 
(24) bps
Adjusted TIER(3)
 
1.16

 
1.16

 
 
1.16

 
1.16

 
Net interest yield(5)
 
1.12
%
 
1.21
 %
 
(9)
 
1.14
%
 
1.23
%
 
(9)
Adjusted net interest yield(3)(6)
 
0.81

 
0.86

 
(5)
 
0.83

 
0.86

 
(3)
Net charge-off rate(7)
 

 

 
 

 
0.02

 
(2)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
November 30, 2017
 
May 31, 2017
 
Change
Balance sheet
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
 
 
 
 
 
 
$
280,315

 
$
166,615

 
68%
Investment securities
 
 
 
 
 
 
 
339,566

 
92,554

 
267
Loans to members(8)
 
 
 
 
 
 
 
24,824,691

 
24,367,044

 
2
Allowance for loan losses
 
 
 
 
 
 
 
(36,774
)
 
(37,376
)
 
(2)
Loans to members, net
 
 
 
 
 
 
 
24,787,917

 
24,329,668

 
2
Total assets
 
 
 
 
 
 
 
25,880,243

 
25,205,692

 
3
Short-term borrowings
 
 
 
 
 
 
 
3,557,192

 
3,342,900

 
6
Long-term debt
 
 
 
 
 
 
 
18,386,819

 
17,955,594

 
2
Subordinated deferrable debt
 
 
 
 
 
 
 
742,341

 
742,274

 
Members’ subordinated certificates
 
 
 
 
 
 
 
1,399,675

 
1,419,025

 
(1)
Total debt outstanding
 
 
 
 
 
 
 
24,086,027

 
23,459,793

 
3
Total liabilities
 
 
 
 
 
 
 
24,640,195

 
24,106,887

 
2
Total equity
 
 
 
 
 
 
 
1,240,048

 
1,098,805

 
13
Guarantees(9)
 
 
 
 
 
 
 
662,496

 
889,617

 
(26)
 
 
 
 
 
 
 
 
 
 
 
 
 
Selected ratios period end
 
 
 
 
 
 
 
 
 
 
 

Allowance coverage ratio(10)
 
 
 
 
 
 
 
0.15
%
 
0.15
%
 
Debt-to-equity ratio(11)
 
 
 
 
 
 
 
19.87

 
21.94

 
(207)
Adjusted debt-to-equity ratio(3)
 
 
 
 
 
 
 
6.12

 
5.95

 
17
____________________________ 
** Change is not meaningful.
(1)Consists of derivative cash settlements and derivative forward value gains (losses). Derivative cash settlement amounts represent net periodic contractual interest accruals related to derivatives not designated for hedge accounting. Derivative forward value gains (losses) represent changes in fair value during the period, excluding net periodic contractual interest accruals, related to derivatives not designated for hedge accounting and expense amounts reclassified into income related to the cumulative transition loss recorded in accumulated other comprehensive income as of June 1, 2001, as a result of the adoption of the derivative accounting guidance that required derivatives to be reported at fair value on the balance sheet.
(2)Consists of salaries and employee benefits and the other general and administrative expenses components of non-interest expense, each of which are presented separately on our consolidated statements of operations.
(3)See “Non-GAAP Financial Measures” for details on the calculation of these non-GAAP adjusted measures and the reconciliation to the most comparable GAAP measures.
(4)Calculated based on net income (loss) plus interest expense for the period divided by interest expense for the period. The fixed-charge coverage ratios and TIER were the same during each period presented because we did not have any capitalized interest during these periods.
(5)Calculated based on annualized net interest income for the period divided by average interest-earning assets for the period.
(6)Calculated based on annualized adjusted net interest income for the period divided by average interest-earning assets for the period.

3



(7)Calculated based on annualized net charge-offs (recoveries) for the period divided by average total outstanding loans for the period.
(8)Consists of the outstanding principal balance of member loans plus unamortized deferred loan origination costs, which totaled $11 million as of both November 30, 2017 and May 31, 2017.
(9)Reflects the total amount of member obligations for which CFC has guaranteed payment to a third party as of the end of each period. This amount represents our maximum exposure to loss, which significantly exceeds the guarantee liability recorded on our consolidated balance sheets. See “Note 10—Guarantees” for additional information.  
(10)Calculated based on the allowance for loan losses at period end divided by total outstanding loans at period end.
(11)Calculated based on total liabilities at period end divided by total equity at period end.
EXECUTIVE SUMMARY

Our primary objective as a member-owned cooperative lender is to provide cost-based financial products to our rural electric members while maintaining a sound financial position required for investment-grade credit ratings on our debt instruments. Our objective is not to maximize net income; therefore, the rates we charge our member-borrowers reflect our adjusted interest expense plus a spread to cover our operating expenses, a provision for loan losses and earnings sufficient to achieve interest coverage to meet our financial objectives. Our goal is to earn an annual minimum adjusted TIER of 1.10 and to maintain an adjusted debt-to-equity ratio at approximately or below 6.00-to-1.

We are subject to period-to-period volatility in our reported GAAP results due to changes in market conditions and differences in the way our financial assets and liabilities are accounted for under GAAP. Our financial assets and liabilities expose us to interest-rate risk. We use derivatives, primarily interest rate swaps, as part of our strategy in managing this risk. Our derivatives are intended to economically hedge and manage the interest-rate sensitivity mismatch between our financial assets and liabilities. We are required under GAAP to carry derivatives at fair value on our consolidated balance sheet; however, the financial assets and liabilities for which we use derivatives to economically hedge are carried at amortized cost. Changes in interest rates and spreads result in periodic fluctuations in the fair value of our derivatives, which may cause volatility in our earnings because we do not apply hedge accounting. As a result, the mark-to-market changes in our derivatives are recorded in earnings. Based on the composition of our derivatives, we generally record derivative losses in earnings when interest rates decline and derivative gains when interest rates rise. This earnings volatility generally is not indicative of the underlying economics of our business, as the derivative forward fair value gains or losses recorded each period may or may not be realized over time, depending on the terms of our derivative instruments and future changes in market conditions that impact actual derivative cash settlement amounts. As such, management uses our adjusted non- GAAP results, which include realized net periodic derivative settlements but exclude the impact of unrealized derivative forward fair value gains and losses, to evaluate our operating performance. Because derivative forward fair value gains and losses do not impact our cash flows, liquidity or ability to service our debt costs, our financial debt covenants are also based on our non-GAAP adjusted results.

Financial Performance

Reported Results

We reported net income of $179 million and a TIER of 1.92 for the quarter ended November 30, 2017 (“current quarter”), compared with a net income of $395 million and a TIER of 3.15 for the same prior-year quarter. We reported net income of $188 million and a TIER of 1.48 for the six months ended November 30, 2017, compared with a net income of $263 million and a TIER of 1.72 for the same prior-year period. Our debt-to-equity ratio decreased to 19.87-to-1 as of November 30, 2017, from 21.94-to-1 as of May 31, 2017, primarily due to an increase in equity resulting from our reported net income of $188 million for the six months ended November 30, 2017, which was partially offset by patronage capital retirement of $45 million in September 2017.

The variance of $217 million between our reported net income of $179 million in the current quarter and our net income of $395 million for the same prior-year quarter was driven primarily by mark-to-market changes in the fair value of our derivatives. We recognized derivative gains of $126 million in the current quarter, which were largely attributable to a net increase in the fair value of our pay-fixed swaps as interest rates increased across the yield curve. In comparison, we recognized derivative gains of $341 million in the same prior-year quarter, attributable to a net increase in the fair value of our pay-fixed swaps due to an increase in medium-term and longer-term interest rates and a general steepening of the yield curve. In addition, we experienced a decrease in net interest income of $3 million as a result of compression in the net

4



interest yield and an increase in operating expenses of $1 million, which were partially offset by a favorable shift in the provision for loan losses of $1 million. Our net interest yield was 1.12% for the current quarter, a decrease of 9 basis points from the same prior-year quarter due to an increase in our cost of funds.

The variance of $75 million between our reported net income of $188 million for the six months ended November 30, 2017 and our net income of $263 million for the same prior-year period was also driven primarily by mark-to-market changes in the fair value of our derivatives. We recognized derivative gains of $79 million for the six months ended November 30, 2017, largely due to the increase in interest rates across the yield curve. In comparison, we recognized derivative gains of $152 million in the same prior-year period, attributable to the increase in medium-term and longer-term interest rates during the period. In addition, we experienced a decrease in net interest income of $5 million due to the compression in the net interest yield and an increase in operating expenses of $2 million, which were partially offset by a favorable shift in the provision for loan losses of $3 million. Our net interest yield was 1.14% for the six months ended November 30, 2017, a decrease of 9 basis points from the same prior-year period due to an increase in our cost of funds.

Adjusted Non-GAAP Results

Our adjusted net income totaled $33 million and our adjusted TIER was 1.16 for both the current quarter and the same prior-year quarter. Our adjusted net income totaled $68 million and adjusted TIER was 1.16 for the six months ended November 30, 2017, compared with adjusted net income of $66 million and adjusted TIER of 1.16 for the same prior-year period. Our adjusted debt-to-equity ratio increased to 6.12-to-1 as of November 30, 2017, from 5.95-to-1 as of May 31, 2017, largely due to an increase in debt outstanding to fund loan growth.

While adjusted net income for the current quarter and six months ended November 30, 2017 remained relatively unchanged from the same prior-year periods, adjusted net interest income decreased slightly due to compression in the adjusted net interest yield resulting from an increase in our cost of funds. The combined impact of the decrease in adjusted net interest income and the increase in operating expenses was offset by the favorable shift in the provision for loan losses. Our adjusted net interest yield was 0.81% and 0.83% for current quarter and the six months ended November 30, 2017, respectively, a decrease of 5 basis points and 3 basis points, respectively, from the same prior-year period due to an increase in our adjusted cost of funds.

Lending Activity

Loans to members totaled $24,825 million as of November 30, 2017, an increase of $458 million, or 2%, from May 31, 2017. The increase was primarily due to an increase in CFC distribution loans of $405 million, an increase in NCSC loans of $126 million and an increase in RTFC loans of $17 million, which were partially offset by a decrease in CFC power supply loans of $91 million.

Long-term loan advances totaled $1,127 million during the six months ended November 30, 2017, with approximately 58% of those advances for capital expenditures by members and 31% for the refinancing of loans made by other lenders. CFC had long-term fixed-rate loans totaling $519 million that were scheduled to reprice during the six months ended November 30, 2017. Of this total, $441 million repriced to a new long-term fixed rate, $78 million repriced to a long-term variable rate and $1 million were repaid in full.

Financing Activity

Our outstanding debt volume generally increases and decreases in response to member loan demand. As total outstanding loans increased during the six months ended November 30, 2017, our debt volume also increased. Total debt outstanding was $24,086 million as of November 30, 2017, an increase of $626 million, or 3%, from May 31, 2017. The increase was primarily attributable to a net increase in member commercial paper and daily liquidity fund notes of $543 million, a net increase in dealer medium-term notes of $394 million and a net increase in notes payable to the Federal Financing Bank under the Guaranteed Underwriter Program of the USDA (“Guaranteed Underwriter Program”) of $74 million. These increases were partially offset by a net decrease in dealer commercial paper outstanding of $420 million.

On November 9, 2017, we closed on a $750 million committed loan facility (“Series M”) from the Federal Financing Bank under the Guaranteed Underwriter Program. Pursuant to this facility, we may borrow any time before July 15, 2022. Each

5



advance is subject to quarterly amortization and a final maturity not longer than 20 years from the advance date. With the closing of this committed loan facility, the amount available for access under the Guaranteed Underwriter Program increased to $1,375 million as of November 30, 2017.

On November 20, 2017, we amended and restated the three-year and five-year committed bank revolving line of credit agreements to extend the maturity dates to November 20, 2020 and November 20, 2022, respectively, and to terminate certain third-party bank commitments totaling $40 million under the three-year agreement and $40 million under the five-year agreement. The total commitment amount from third-parties under the amended three-year and five-year bank revolving line of credit agreements is $1,493 million and $1,592 million, respectively, resulting in a combined total commitment amount under the two facilities of $3,085 million.

We provide additional information on our financing activities below under “Consolidated Balance Sheet Analysis—Debt” and “Liquidity Risk.”

Outlook for the Next 12 Months

We currently expect the amount of long-term loan advances to exceed anticipated loan repayments over the next 12 months. We have scheduled maturities of higher-cost debt over the next 12 months, including $1,875 million in collateral trust bonds with a weighted average coupon rate of 8.18%. We expect that we will be able to replace this higher-cost debt with lower-cost funding, which will reduce our aggregate weighted average funding cost. As a result of the anticipated decrease in our funding cost, we expect that our net interest income, net interest yield, adjusted net interest income and adjusted net interest yield will increase.

Long-term debt scheduled to mature over the next 12 months totaled $2,880 million as of November 30, 2017. In addition, during the third quarter of fiscal year 2018 we expect to redeem $325 million of long-term debt prior to maturity. We believe we have sufficient liquidity from the combination of existing cash, member loan repayments, committed bank revolving lines of credit and our ability to issue debt in the capital markets, to our members and in private placements, to meet the demand for member loan advances and satisfy our obligations to repay long-term debt maturing over the next 12 months. As of November 30, 2017, we had access to liquidity reserves totaling $7,047 million, which consisted of (i) $280 million in cash and cash equivalents (ii) up to $1,375 million available under committed loan facilities under the Guaranteed Underwriter Program, (iii) up to $3,083 million available under committed bank revolving line of credit agreements, (iv) up to $300 million available under a committed revolving note purchase agreement with Farmer Mac, and (v) up to $2,009 million available under a revolving note purchase agreement with Farmer Mac, subject to market conditions.

We believe we can continue to roll over outstanding member short-term debt of $2,977 million as of November 30, 2017, based on our expectation that our members will continue to reinvest their excess cash in our commercial paper, daily liquidity fund, select notes and medium-term notes. Although we expect to continue accessing the dealer commercial paper market to help meet our liquidity needs, we intend to manage our short-term wholesale funding risk by maintaining outstanding dealer commercial paper at an amount below $1,250 million for the foreseeable future. We expect to continue to be in compliance with the covenants under our committed bank revolving line of credit agreements, which will allow us to mitigate our roll-over risk as we can draw on these facilities to repay dealer or member commercial paper that cannot be
rolled over.

While we are not subject to bank regulatory capital rules, we generally aim to maintain an adjusted debt-to-equity ratio at approximately or below 6.00-to-1. Our adjusted debt-to-equity ratio was 6.12 as of November 30, 2017, above our targeted threshold due to the increase in debt outstanding to fund loan growth. Due to anticipated asset growth, we expect our adjusted debt-to-equity ratio to be above 6.00-to-1 over the next 12 months.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in accordance with GAAP requires management to make a number of judgments, estimates and assumptions that affect the amount of assets, liabilities, income and expenses in the consolidated financial statements. Understanding our accounting policies and the extent to which we use management’s judgment and estimates in

6



applying these policies is integral to understanding our financial statements. We provide a discussion of our significant accounting policies under “Note 1—Summary of Significant Accounting Policies” in our 2017 Form 10-K.

We have identified certain accounting policies as critical because they involve significant judgments and assumptions about highly complex and inherently uncertain matters, and the use of reasonably different estimates and assumptions could have a material impact on our results of operations or financial condition. Our most critical accounting policies and estimates involve the determination of the allowance for loan losses and fair value. We evaluate our critical accounting estimates and judgments required by our policies on an ongoing basis and update them as necessary based on changing conditions. There were no material changes in the key inputs and assumptions used in our critical accounting policies during the six months ended November 30, 2017. Management has discussed significant judgments and assumptions in applying our critical accounting policies with the Audit Committee of our board of directors. We provide additional information on our critical accounting policies and estimates under “MD&A—Critical Accounting Policies and Estimates” in our 2017 Form 10-K. See “Item 1A. Risk Factors” in our 2017 Form 10-K for a discussion of the risks associated with management’s judgments and estimates in applying our accounting policies and methods.
ACCOUNTING CHANGES AND OTHER DEVELOPMENTS

See “Note 1—Summary of Significant Accounting Policies” for information on accounting standards adopted during the current quarter, as well as recently issued accounting standards not yet required to be adopted and the expected impact of these accounting standards. To the extent we believe the adoption of new accounting standards has had or will have a material impact on our consolidated results of operations, financial condition or liquidity, we discuss the impact in the applicable section(s) of this MD&A. We also discuss the expected impact of H.R. 1, the Tax Cuts and Jobs Act (“The Act”), which the President of the United States signed and enacted into law on December 22, 2017.
CONSOLIDATED RESULTS OF OPERATIONS

The section below provides a comparative discussion of our condensed consolidated results of operations between the three months ended November 30, 2017 and 2016 and the six months ended November 30, 2017 and 2016. Following this section, we provide a comparative analysis of our condensed consolidated balance sheets as of November 30, 2017 and May 31, 2017. You should read these sections together with our “Executive Summary—Outlook for the Next 12 Months” where we discuss trends and other factors that we expect will affect our future results of operations.

Net Interest Income

Net interest income represents the difference between the interest income earned on our interest-earning assets, which include loans and investment securities, and the interest expense on our interest-bearing liabilities. Our net interest yield represents the difference between the yield on our interest-earning assets and the cost of our interest-bearing liabilities plus the impact from non-interest bearing funding. We expect net interest income and our net interest yield to fluctuate based on changes in interest rates and changes in the amount and composition of our interest-earning assets and interest-bearing liabilities. We do not fund each individual loan with specific debt. Rather, we attempt to minimize costs and maximize efficiency by funding large aggregated amounts of loans.

Table 2 presents our average balance sheets for the three and six months ended November 30, 2017 and 2016, and for each major category of our interest-earning assets and interest-bearing liabilities, the interest income earned or interest expense incurred, and the average yield or cost. Table 2 also presents non-GAAP adjusted interest expense, adjusted net interest income and adjusted net interest yield, which reflect the inclusion of net accrued periodic derivative cash settlements in interest expense. We provide reconciliations of our non-GAAP adjusted measures to the most comparable GAAP measures under “Non-GAAP Financial Measures.”


7



Table 2: Average Balances, Interest Income/Interest Expense and Average Yield/Cost
 
 
Three Months Ended November 30,
(Dollars in thousands)
 
2017
 
2016
Assets:
 
Average Balance
 
Interest Income/Expense
 
Average Yield/Cost
 
Average Balance
 
Interest Income/Expense
 
Average Yield/Cost
Long-term fixed-rate loans(1)
 
$
22,458,429

 
$
248,926

 
4.45
%
 
$
21,772,579

 
$
243,817

 
4.49
%
Long-term variable-rate loans
 
886,257

 
6,097

 
2.76

 
751,460

 
4,987

 
2.66

Line of credit loans
 
1,330,776

 
8,588

 
2.59

 
1,046,826

 
5,553

 
2.13

TDR loans(2)
 
12,929

 
222

 
6.89

 
13,505

 
231

 
6.86

Other income, net(3)
 

 
(306
)
 

 

 
(281
)
 

Total loans
 
24,688,391

 
263,527

 
4.28

 
23,584,370

 
254,307

 
4.32

Cash, time deposits and investment securities
 
528,158

 
2,296

 
1.74

 
761,354

 
2,849

 
1.50

Total interest-earning assets
 
$
25,216,549

 
$
265,823

 
4.23
%
 
$
24,345,724

 
$
257,156

 
4.24
%
Other assets, less allowance for loan losses
 
526,627

 
 
 
 
 
624,014

 
 
 
 
Total assets
 
$
25,743,176

 
 
 
 
 
$
24,969,738

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Short-term debt
 
$
2,998,298

 
$
10,116

 
1.35
%
 
$
3,037,831

 
$
5,409

 
0.71
%
Medium-term notes
 
3,375,389

 
27,544

 
3.27

 
3,399,885

 
24,705

 
2.91

Collateral trust bonds
 
7,637,919

 
85,321

 
4.48

 
7,256,608

 
84,951

 
4.70

Guaranteed Underwriter Program notes payable
 
5,066,574

 
35,688

 
2.83

 
4,862,958

 
36,216

 
2.99

Farmer Mac notes payable
 
2,496,587

 
11,947

 
1.92

 
2,288,013

 
7,587

 
1.33

Other notes payable
 
35,295

 
391

 
4.44

 
41,026

 
458

 
4.48

Subordinated deferrable debt
 
742,319


9,417

 
5.09

 
742,187


9,411

 
5.09

Subordinated certificates
 
1,415,352

 
14,746

 
4.18

 
1,442,871

 
14,917

 
4.15

Total interest-bearing liabilities
 
$
23,767,733

 
$
195,170

 
3.29
%
 
$
23,071,379

 
$
183,654

 
3.19
%
Other liabilities
 
842,246

 
 
 
 
 
1,101,635

 
 
 
 
Total liabilities
 
24,609,979

 
 
 
 
 
24,173,014

 
 
 
 
Total equity
 
1,133,197

 
 
 
 
 
796,724

 
 
 
 
Total liabilities and equity
 
$
25,743,176

 
 
 
 
 
$
24,969,738

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest spread(4)
 
 
 
 
 
0.94
%
 
 
 
 
 
1.05
%
Impact of non-interest bearing funding(5)
 
 
 
 
 
0.18

 
 
 
 
 
0.16

Net interest income/net interest yield(6)
 
 
 
$
70,653

 
1.12
%
 
 
 
$
73,502

 
1.21
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted net interest income/adjusted net interest yield:
 
 
 
 
 
 
 
 
 
 
 
 
Interest income
 
 
 
$
265,823

 
4.23
%
 
 
 
$
257,156

 
4.24
%
Interest expense
 
 
 
195,170

 
3.29

 
 
 
183,654

 
3.19

Add: Net accrued periodic derivative cash settlements(7)
 
 
 
19,635

 
0.72

 
 
 
21,587

 
0.81

Adjusted interest expense/adjusted average cost(8)
 
 
 
$
214,805

 
3.63
%
 
 
 
$
205,241

 
3.57
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted net interest spread(4)
 
 
 
 
 
0.60
%
 
 
 
 
 
0.67
%
Impact of non-interest bearing funding
 
 
 
 
 
0.21

 
 
 
 
 
0.19

Adjusted net interest income/adjusted net interest yield(9)
 
 
 
$
51,018

 
0.81
%
 
 
 
$
51,915

 
0.86
%

8



 
 
Six Months Ended November 30,
(Dollars in thousands)
 
2017
 
2016
Assets:
 
Average Balance
 
Interest Income/Expense
 
Average Yield/Cost
 
Average Balance
 
Interest Income/Expense
 
Average Yield/Cost
Long-term fixed-rate loans(1)
 
$
22,414,622

 
$
498,290

 
4.43
%
 
$
21,698,651

 
$
487,945

 
4.49
%
Long-term variable-rate loans
 
864,494

 
11,960

 
2.76

 
740,594

 
9,514

 
2.56

Line of credit loans
 
1,342,124

 
17,295

 
2.57

 
1,045,303

 
11,519

 
2.20

TDR loans(2)
 
13,026

 
448

 
6.86

 
15,374

 
449

 
5.83

Other income, net(3)
 

 
(538
)
 

 

 
(565
)
 

Total loans
 
24,634,266

 
527,455

 
4.27

 
23,499,922

 
508,862

 
4.32

Cash, time deposits and investment securities
 
445,452

 
4,283

 
1.92

 
687,575

 
5,129

 
1.49

Total interest-earning assets
 
$
25,079,718

 
$
531,738

 
4.23
%
 
$
24,187,497

 
$
513,991

 
4.24
%
Other assets, less allowance for loan losses
 
543,490

 
 
 
 
 
643,236

 
 
 
 
Total assets
 
$
25,623,208

 


 
 
 
$
24,830,733

 


 


 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 


 


 


 


 


Short-term borrowings
 
$
3,111,502

 
$
20,655

 
1.32
%
 
$
2,980,748

 
$
10,291

 
0.69
%
Medium-term notes
 
3,192,063

 
52,660

 
3.29

 
3,341,054

 
48,290

 
2.88

Collateral trust bonds
 
7,636,669

 
170,598

 
4.46

 
7,255,508

 
170,000

 
4.67

Guaranteed Underwriter Program notes payable
 
5,030,955

 
71,290

 
2.83

 
4,818,512

 
71,988

 
2.98

Farmer Mac notes payable
 
2,502,096

 
23,437

 
1.87

 
2,292,798

 
14,486

 
1.26

Other notes payable
 
35,269

 
781

 
4.42

 
40,996

 
916

 
4.46

Subordinated deferrable debt
 
742,302

 
18,833

 
5.06

 
742,171

 
18,837

 
5.06

Subordinated certificates
 
1,416,619

 
29,647

 
4.17

 
1,442,753

 
29,926

 
4.14

Total interest-bearing liabilities
 
$
23,667,475

 
$
387,901

 
3.27
%
 
$
22,914,540

 
$
364,734

 
3.17
%
Other liabilities
 
847,751

 
 
 

 
1,127,727

 

 
 
Total liabilities
 
24,515,226

 
 
 

 
24,042,267

 

 
 
Total equity
 
1,107,982

 
 
 
 
 
788,466

 

 
 
Total liabilities and equity
 
$
25,623,208

 


 
 
 
$
24,830,733

 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest spread(4)
 
 
 


 
0.96
%
 


 


 
1.07
%
Impact of non-interest bearing funding(5)
 
 
 
 
 
0.18

 
 
 
 
 
0.16

Net interest income/net interest yield(6)
 
 
 
$
143,837

 
1.14
%
 
 
 
$
149,257

 
1.23
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted net interest income/adjusted net interest yield:
 
 
 
 
 


 
 
 
 
 
 
Interest income
 
 
 
$
531,738

 
4.23
%
 
 
 
$
513,991

 
4.24
%
Interest expense
 
 
 
387,901

 
3.27

 
 
 
364,734

 
3.17

Add: Net accrued periodic derivative cash settlements(7)
 
 
 
39,857

 
0.74

 
 
 
44,977

 
0.85

Adjusted interest expense/adjusted average cost(8)
 
 
 
$
427,758

 
3.60
%
 


 
$
409,711

 
3.57
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted net interest spread(4)
 
 
 
 
 
0.63
%
 

 
 
 
0.67
%
Impact of non-interest bearing funding
 
 
 
 
 
0.20

 
 
 
 
 
0.19

Adjusted net interest income/adjusted net interest yield(9)
 
 
 
$
103,980

 
0.83
%
 

 
$
104,280


0.86
%
____________________________ 
(1)Interest income on long-term, fixed-rate loans includes loan conversion fees, which are generally deferred and recognized as interest income using the effective interest method.
(2)Troubled debt restructuring (“TDR”) loans.
(3)Consists of late payment fees and net amortization of deferred loan fees and loan origination costs.

9



(4)Net interest spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities. Adjusted net interest spread represents the difference between the average yield on total interest-earning assets and the adjusted average cost of total interest-bearing liabilities.
(5)Includes other liabilities and equity.
(6)Net interest yield is calculated based on annualized net interest income for the period divided by total average interest-earning assets for the period.
(7)Represents the impact of net accrued periodic derivative cash settlements during the period, which is added to interest expense to derive non-GAAP adjusted interest expense. The average (benefit)/cost associated with derivatives is calculated based on annualized net accrued periodic derivative cash settlements during the period divided by the average outstanding notional amount of derivatives during the period. The average outstanding notional amount of derivatives was $10,902 million and $10,651 million for the three months ended November 30, 2017 and 2016, respectively. The average outstanding notional amount of derivatives was $10,791 million and $10,494 million for the six months ended November 30, 2017 and 2016, respectively.
(8)Adjusted interest expense represents interest expense plus net accrued periodic derivative cash settlements during the period. Net accrued periodic derivative cash settlements are reported on our consolidated statements of operations as a component of derivative gains (losses). Adjusted average cost is calculated based on annualized adjusted interest expense for the period divided by total average interest-bearing liabilities during the period.
(9)Adjusted net interest yield is calculated based on annualized adjusted net interest income for the period divided by total average interest-earning assets for the period.
























10



Table 3 displays the change in net interest income between periods and the extent to which the variance is attributable to: (i) changes in the volume of our interest-earning assets and interest-bearing liabilities or (ii) changes in the interest rates of these assets and liabilities. The table also presents the change in adjusted net interest income between periods.

Table 3: Rate/Volume Analysis of Changes in Interest Income/Interest Expense
 
 
Three Months Ended November 30,
 
Six Months Ended November 30,

 
 
2017 versus 2016
 
2017 versus 2016
 
 
 
 
Variance due to:(1)
 
 
 
Variance due to:(1)
(Dollars in thousands)
 
Total
Variance
 
Volume
 
Rate
 
Total
Variance
 
Volume
 
Rate
Interest income:
 
 
 
 
 
 
 
 
 
 
 
 
Long-term fixed-rate loans
 
$
5,109

 
$
7,680

 
$
(2,571
)
 
$
10,345

 
$
16,100

 
$
(5,755
)
Long-term variable-rate loans
 
1,110

 
895

 
215

 
2,446

 
1,592

 
854

Line of credit loans
 
3,035

 
1,506

 
1,529

 
5,776

 
3,271

 
2,505

Restructured loans
 
(9
)
 
(10
)
 
1

 
(1
)
 
(69
)
 
68

Other income, net
 
(25
)
 

 
(25
)
 
27

 

 
27

Total loans
 
9,220

 
10,071

 
(851
)
 
18,593

 
20,894

 
(2,301
)
Cash, time deposits and investment securities
 
(553
)
 
(873
)
 
320

 
(846
)
 
(1,806
)
 
960

Interest income
 
8,667

 
9,198

 
(531
)
 
17,747

 
19,088

 
(1,341
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense:
 
 
 
 
 
 
 
 
 
 
 
 
Short-term borrowings
 
4,707

 
(70
)
 
4,777

 
10,364

 
451

 
9,913

Medium-term notes
 
2,839

 
(178
)
 
3,017

 
4,370

 
(2,153
)
 
6,523

Collateral trust bonds
 
370

 
4,464

 
(4,094
)
 
598

 
8,931

 
(8,333
)
Guaranteed Underwriter Program notes payable
 
(528
)
 
1,518

 
(2,046
)
 
(698
)
 
3,174

 
(3,872
)
Farmer Mac notes payable
 
4,360

 
692

 
3,668

 
8,951

 
1,322

 
7,629

Other notes payable
 
(67
)
 
(64
)
 
(3
)
 
(135
)
 
(128
)
 
(7
)
Subordinated deferrable debt
 
6

 
2

 
4

 
(4
)
 
3

 
(7
)
Subordinated certificates
 
(171
)
 
(285
)
 
114

 
(279
)
 
(542
)
 
263

Interest expense
 
11,516

 
6,079

 
5,437

 
23,167

 
11,058

 
12,109

Net interest income
 
$
(2,849
)
 
$
3,119

 
$
(5,968
)
 
$
(5,420
)
 
$
8,030

 
$
(13,450
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Adjusted net interest income:
 
 
 
 
 
 
 
 
 
 
 
 
Interest income
 
$
8,667

 
$
9,198

 
$
(531
)
 
$
17,747

 
$
19,088

 
$
(1,341
)
Interest expense
 
11,516

 
6,079

 
5,437

 
23,167

 
11,058

 
12,109

Net accrued periodic derivative cash settlements(2)
 
(1,952
)
 
508

 
(2,460
)
 
(5,120
)
 
1,276

 
(6,396
)
Adjusted interest expense(3)
 
9,564

 
6,587

 
2,977

 
18,047

 
12,334

 
5,713

Adjusted net interest income
 
$
(897
)
 
$
2,611

 
$
(3,508
)
 
$
(300
)
 
$
6,754

 
$
(7,054
)
____________________________ 
(1)The changes for each category of interest income and interest expense are divided between the portion of change attributable to the variance in volume and the portion of change attributable to the variance in rate for that category. The amount attributable to the combined impact of volume and rate has been allocated to each category based on the proportionate absolute dollar amount of change for that category.
(2)For net accrued periodic derivative cash settlements, the variance due to average volume represents the change in derivative cash settlements resulting from the change in the average notional amount of derivative contracts outstanding. The variance due to average rate represents the change in derivative cash settlements resulting from the net difference between the average rate paid and the average rate received for interest rate swaps during the period.
(3)See “Non-GAAP Financial Measures” for additional information on our adjusted non-GAAP measures.


11



Net interest income of $71 million for the current quarter decreased by $3 million, or 4%, from the same prior-year quarter, driven by a decrease in net interest yield of 7% (9 basis points) to 1.12%, which was partially offset by an increase in average interest-earning assets of 4%.

Net interest income of $144 million for the six months ended November 30, 2017 decreased by $5 million, or 4%, from the same prior-year period, driven by a decrease in net interest yield of 7% (9 basis points) to 1.14%, which was partially offset by an increase in average interest-earning assets of 4%.
 
Average Interest-Earning Assets: The increase in average interest-earning assets for the current quarter and six months ended November 30, 2017 was primarily attributable to growth in average total loans of $1,104 million, or 5% and $1,134 million, or 5%, respectively, over the same prior-year periods, as members obtained advances to fund capital investments and refinanced with us loans made by other lenders.

Net Interest Yield: The decrease in the net interest yield for the current quarter and six months ended November 30, 2017 was largely due to an increase in our average cost of funds, as the average yield on interest-earning assets remained relatively stable. Our average cost of funds increased by 10 basis points during both the current quarter and six months ended November 30, 2017 to 3.29% and 3.27%, respectively, largely due to increases in the cost of our short-term and variable-rate debt resulting from an increase in short-term interest rates. The 3-month London Interbank Offered Rate (“LIBOR”) was 1.49% as of November 30, 2017, an increase of 55 basis points from the same prior-year period, while the federal funds rate ranged from 1.00% to 1.25% as November 30, 2017, up 75 basis points from the end of the same prior-year period.

Adjusted net interest income of $51 million for the current quarter decreased by $1 million, or 2%, from the same prior-year quarter, driven by a decrease in the adjusted net interest yield of 6% (5 basis points) to 0.81%, which was partially offset by an increase in average interest-earning assets of 4%. The decrease in the adjusted net interest yield was primarily attributable to an increase in the adjusted average cost of funds of 6 basis points to 3.63%.

Adjusted net interest income of $104 million for the six months ended November 30, 2017 was flat compared to the same prior-year period. The decrease in the adjusted net interest yield of 3% (3 basis points) to 0.83% was offset by an increase in average interest-earning assets of 4%. The decrease in the adjusted net interest yield was primarily attributable to an increase in the adjusted average cost of funds of 3 basis points to 3.60%.

Our adjusted net interest income and adjusted net interest yield include the impact of net accrued periodic derivative cash settlements during the period. We recorded net periodic derivative cash settlement expense of $20 million and $22 million for the three months ended November 30, 2017 and 2016, respectively, and $40 million and $45 million for the six months ended November 30, 2017 and 2016, respectively. See “Non-GAAP Financial Measures” for additional information on our adjusted measures.

Provision for Loan Losses

Our provision for loan losses in each period is primarily driven by the level of allowance that we determine is necessary for probable incurred loan losses inherent in our loan portfolio as of each balance sheet date.

We recorded a benefit for loan losses of less than $1 million for the current quarter and $1 million for the six months ended November 30, 2017, respectively, compared with a provision for loan losses of $1 million and $3 million, respectively, for the same prior-year periods. The credit quality and performance statistics of our loan portfolio continued to remain strong. We experienced no charge-offs during the three and six months ended November 30, 2017 and we had no loans classified as nonperforming as of the end of the period. In comparison, we recorded a net charge-off of $2 million during the six months ended November 30, 2016.

We provide additional information on our allowance for loan losses under “Credit Risk—Allowance for Loan Losses” and “Note 4—Loans and Commitments” of this Report. For additional information on our allowance methodology, see “MD&A—Critical Accounting Policies and Estimates” and “Note 1—Summary of Significant Accounting Policies” in our 2017 Form 10-K.


12



Non-Interest Income

Non-interest income consists of fee and other income, gains and losses on derivatives not accounted for in hedge accounting relationships and results of operations of foreclosed assets.

We recorded non-interest income of $131 million and $89 million for the three and six months ended November 30, 2017, respectively. In comparison, we recorded non-interest income of $345 million and $160 million for the three and six months ended November 30, 2016, respectively. The significant variances in non-interest income for the three and six months ended November 30, 2017 from the same prior year periods were primarily attributable to changes in net derivative gains recognized in our consolidated statements of operations.
 
Table 4 presents the components of non-interest income recorded in our condensed consolidated results of operations for the three and six months ended November 30, 2017 and 2016.

Table 4: Non-Interest Income
 
 
Three Months Ended November 30,
 
Six Months Ended November 30,
(Dollars in thousands)
 
2017
 
2016
 
2017

2016
Non-interest income:
 
 
 
 
 
 
 
 
Fee and other income
 
$
5,542

 
$
5,097

 
$
9,487

 
$
9,627

Derivative gains
 
125,593

 
340,660

 
79,395

 
152,367

Results of operations of foreclosed assets
 
(10
)
 
(549
)
 
(34
)
 
(1,661
)
Total non-interest income
 
$
131,125

 
$
345,208

 
$
88,848

 
$
160,333


Derivative Gains (Losses)

Our derivative instruments are an integral part of our interest rate risk management strategy. Our principal purpose in using derivatives is to manage our aggregate interest rate risk profile within prescribed risk parameters. The derivative instruments we use primarily include interest rate swaps, which we typically hold to maturity. The primary factors affecting the fair value of our derivatives and derivative gains (losses) recorded in our results of operations include changes in interest rates, the shape of the yield curve and the composition of our derivative portfolio. We generally do not designate our interest rate swaps, which currently account for all of our derivatives, for hedge accounting. Accordingly, changes in the fair value of interest rate swaps are reported in our consolidated statements of operations under derivative gains (losses). We did not have any derivatives designated as accounting hedges as of November 30, 2017 or May 31, 2017.

We currently use two types of interest rate swap agreements: (i) we pay a fixed rate and receive a variable rate (“pay-fixed swaps”) and (ii) we pay a variable rate and receive a fixed rate (“receive-fixed swaps”). The benchmark rate for the substantial majority of the floating rate payments under our swap agreements is LIBOR. Table 5 displays the average notional amount outstanding, by swap agreement type, and the weighted-average interest rate paid and received for derivative cash settlements during the three and six months ended November 30, 2017 and 2016. As indicated in Table 5, our derivative portfolio currently consists of a higher proportion of pay-fixed swaps than receive-fixed swaps. The profile of our derivative portfolio, however, may change as a result of changes in market conditions and actions taken to manage our interest rate risk.


13



Table 5: Derivative Average Notional Amounts and Average Interest Rates
 
 
Three Months Ended November 30,
 
 
2017
 
2016
(Dollars in thousands)
 
Average
Notional
Balance
 
Weighted-
Average
Rate Paid
 
Weighted-
Average
Rate Received
 
Average
Notional
Balance
 
Weighted-
Average
Rate Paid
 
Weighted-
Average
Rate Received
Pay-fixed swaps
 
$
7,052,629

 
2.84
%
 
1.35
%
 
$
6,786,130

 
2.91
%
 
0.82
%
Receive-fixed swaps
 
3,849,001

 
1.91

 
2.63

 
3,864,934

 
1.24

 
2.78

Total
 
$
10,901,630

 
2.51
%
 
1.80
%
 
$
10,651,064

 
2.31
%
 
1.53
%
 
 
Six Months Ended November 30,
 
 
2017
 
2016
 
 
Average
Notional
Balance
 
Weighted-
Average
Rate Paid
 
Weighted-
Average
Rate Received
 
Average
Notional
Balance
 
Weighted-
Average
Rate Paid
 
Weighted-
Average
Rate Received
Pay-fixed swaps
 
$
7,003,898

 
2.84
%
 
1.31
%
 
$
6,812,841

 
2.91
%
 
0.75
%
Receive-fixed swaps
 
3,787,525

 
1.87

 
2.63

 
3,680,967

 
1.14

 
2.80

Total
 
$
10,791,423

 
2.50
%
 
1.77
%
 
$
10,493,808

 
2.29
%
 
1.47
%

The average remaining maturity of our pay-fixed and receive-fixed swaps was 19 years and four years, respectively, as of November 30, 2017, unchanged from fiscal year end May 31, 2017. In comparison, the average remaining maturity of our pay-fixed and receive-fixed swaps was 18 years and three years, respectively, as of November 30, 2016.

Pay-fixed swaps generally decrease in value as interest rates decline and increase in value as interest rates rise. In contrast, receive-fixed swaps generally increase in value as interest rates decline and decrease in value as interest rates rise. Because our pay-fixed and receive-fixed swaps are referenced to different maturity terms along the swap yield curve, different changes in the swap yield curve— parallel, flattening or steepening—will result in differences in the fair value of our derivatives. The chart below provides comparative swap yield curves as of the end of November 30, 2017, August 31, 2017, May 31, 2017, November 30, 2016 and May 31, 2016.


14



chart-84b7c6892f1e533e8d7.jpg
____________________________ 
Benchmark rates obtained from Bloomberg.

Table 6 presents the components of net derivative gains (losses) recorded in our condensed consolidated results of operations for the three and six months ended November 30, 2017 and 2016 . Derivative cash settlements represent the net periodic contractual interest amount for our interest-rate swaps for the reporting period. Derivative forward value gains (losses) represent the change in fair value of our interest rate swaps during the reporting period due to changes in expected future interest rates over the remaining life of our derivative contracts.

Table 6: Derivative Gains (Losses)
 
 
Three Months Ended November 30,
 
Six Months Ended November 30,
(Dollars in thousands)
 
2017
 
2016
 
2017
 
2016
Derivative gains (losses) attributable to:
 
 
 
 
 
 
 
 
Derivative cash settlements
 
$
(19,635
)
 
$
(21,587
)
 
$
(39,857
)
 
$
(44,977
)
Derivative forward value gains
 
145,228

 
362,247

 
119,252

 
197,344

Derivative gains
 
$
125,593

 
$
340,660

 
$
79,395

 
$
152,367


The net derivative gains of $126 million and $79 million for the three and six months ended November 30, 2017, respectively, were largely attributable to a net increase in the fair value of our pay-fixed swaps as interest rates increased across the yield curve.

The net derivative gains of $341 million and $152 million for the three and six months ended November 30, 2016, respectively, were primarily attributable to net increase in the fair value of our pay-fixed swaps due to an increase in medium-term and longer-term interest rates and a general steepening of the yield curve during the periods.


15



See “Note 8—Derivative Instruments and Hedging Activities” for additional information on our derivative instruments.

Results of Operations of Foreclosed Assets

Results of operations of foreclosed assets consists of the operating results of entities controlled by CFC that hold foreclosed assets, impairment charges related to those entities, gains or losses related to the disposition of the entities and potential subsequent charges related to those assets. On July 1, 2016, we completed the sale of Caribbean Asset Holdings, LLC (“CAH”). As a result, we did not carry any foreclosed assets on our consolidated balance sheet as of November 30, 2017 or May 31, 2017.

We recorded charges related to CAH of less than $1 million for the three and six months ended November 30, 2017. These charges were attributable to legal fees. We recorded charges related to CAH of $1 million and $2 million for the three and six months ended November 30, 2016, respectively, attributable to the combined impact of adjustments recorded at the closing date of the sale of CAH, post-closing purchase price adjustments and certain legal costs incurred pertaining to CAH.

In connection with the sale of CAH, $16 million of the sale proceeds was deposited into escrow to fund potential indemnification claims for a period of 15 months following the closing. On September 27, 2017, we received a claim notice from the purchaser of CAH asserting potential indemnification claims and seeking funding from the escrow. On November 10, 2017, funds held in escrow totaling $13 million were released to CFC. The remaining $3 million remains in escrow for claims under evaluation for indemnification.

Non-Interest Expense

Non-interest expense consists of salaries and employee benefit expense, general and administrative expenses, losses on early extinguishment of debt and other miscellaneous expenses.

Table 7 presents the components of non-interest expense recorded in our condensed consolidated results of operations for the three and six months ended November 30, 2017 and 2016.

Table 7: Non-Interest Expense
 
 
Three Months Ended November 30,
 
Six Months Ended November 30,
(Dollars in thousands)
 
2017
 
2016
 
2017
 
2016
Non-interest expense:
 
 
 
 
 
 
 
 
Salaries and employee benefits
 
$
(12,009
)
 
$
(11,451
)
 
$
(23,832
)
 
$
(22,875
)
Other general and administrative expenses
 
(9,905
)
 
(9,181
)
 
(19,718
)
 
(18,616
)
Other non-interest expense
 
(618
)
 
(517
)
 
(1,140
)
 
(960
)
Total non-interest expense
 
$
(22,532
)
 
$
(21,149
)
 
$
(44,690
)
 
$
(42,451
)

Non-interest expense of $23 million for the current quarter increased by $1 million, or 7%, from the same prior-year quarter. Non-interest expense of $45 million for the six months ended November 30, 2017 increased by $2 million, 5%, from the prior-year period. These increases were primarily attributable to higher expenses related to salaries and employee benefits and other general and administrative operating expenses.

Net Income (Loss) Attributable to Noncontrolling Interests

Net income (loss) attributable to noncontrolling interests represents 100% of the results of operations of NCSC and RTFC, as the members of NCSC and RTFC own or control 100% of the interest in their respective companies. The fluctuations in net income (loss) attributable to noncontrolling interests are primarily due to changes in the fair value of NCSC’s derivative instruments recognized in NCSC's earnings.

We recorded net income attributable to noncontrolling interests of $1 million during both the three and six months ended November 30, 2017. In comparison, we recorded net income attributable to noncontrolling interests of $3 million and $2 million for the three and six months ended November 30, 2016, respectively.

16



CONSOLIDATED BALANCE SHEET ANALYSIS

Total assets of $25,880 million as of November 30, 2017 increased by $675 million, or 3%, from May 31, 2017, primarily due to growth in our loan portfolio. Total liabilities of $24,640 million as of November 30, 2017 increased by $533 million, or 2%, from May 31, 2017, largely due to debt issuances to fund loan growth. Total equity increased by $141 million to $1,240 million as of November 30, 2017, attributable to our reported net income of $188 million for the six months ended November 30, 2017, which was partially offset by patronage capital retirement of $45 million.

Following is a discussion of changes in the major components of our assets and liabilities during the six months ended November 30, 2017. Period-end balance sheet amounts may vary from average balance sheet amounts due to liquidity and balance sheet management activities that are intended to manage liquidity requirements for the company and our customers, and our market risk exposure in accordance with our risk appetite.

Loan Portfolio

We offer long-term fixed- and variable-rate loans and line of credit variable-rate loans. The substantial majority of loans in our portfolio represent advances under secured long-term facilities with terms up to 35 years. Borrowers have the option of selecting a fixed or variable interest rate for each advance for periods ranging from one year to the final maturity of the facility. Line of credit loans are typically revolving facilities and are generally unsecured.

Loans Outstanding

Table 8 summarizes loans to members, by loan type and by member class, as of November 30, 2017 and May 31, 2017. As indicated in Table 8, long-term fixed-rate loans accounted for 90% and 91% of loans to members as of November 30, 2017 and May 31, 2017, respectively.

Table 8: Loans Outstanding by Type and Member Class
 
 
November 30, 2017
 
May 31, 2017
 
Increase/
(Dollars in thousands)
 
Amount
 
% of Total
 
Amount
 
% of Total
 
(Decrease)
Loans by type:
 
 
 
 
 
 
 
 
 
 
Long-term loans:
 
 
 
 
 
 
 
 
 
 
Fixed-rate
 
$
22,415,833

 
90
%
 
$
22,136,690

 
91
%
 
$
279,143

Variable-rate
 
906,453

 
4

 
847,419

 
3

 
59,034

Total long-term loans
 
23,322,286

 
94

 
22,984,109

 
94

 
338,177

Lines of credit
 
1,491,256

 
6

 
1,372,221

 
6

 
119,035

Total loans outstanding
 
24,813,542

 
100

 
24,356,330

 
100

 
457,212

Deferred loan origination costs

11,149




10,714




435

Loans to members

$
24,824,691


100
%

$
24,367,044


100
%

$
457,647

 
 
 
 
 
 
 
 
 
 
 
Loans by member class:
 
 
 
 
 
 
 
 
 
 
CFC:
 
 
 
 
 
 
 
 
 
 
Distribution
 
$
19,230,740

 
78
%
 
$
18,825,366

 
77
%
 
$
405,374

Power supply
 
4,414,257

 
18

 
4,504,791

 
19

 
(90,534
)
Statewide and associate
 
57,107

 

 
57,830

 

 
(723
)
CFC total
 
23,702,104

 
96

 
23,387,987

 
96

 
314,117

NCSC
 
739,707

 
3

 
613,924

 
3

 
125,783

RTFC
 
371,731

 
1

 
354,419

 
1

 
17,312

Total loans outstanding
 
24,813,542

 
100

 
24,356,330

 
100

 
457,212

Deferred loan origination costs
 
11,149

 

 
10,714

 

 
435

Loans to members
 
$
24,824,691

 
100
%
 
$
24,367,044

 
100
%
 
$
457,647



17



Loans to members totaled $24,825 million as of November 30, 2017, an increase of $458 million, or 2%, from May 31, 2017. The increase was primarily due to an increase in CFC distribution loans of $405 million, an increase in NCSC loans of $126 million and an increase in RTFC loans of $17 million, which was partially offset by a decrease in CFC power supply loans of $91 million. Long-term loan advances totaled $1,127 million during the six months ended November 30, 2017, with approximately 58% of those advances for capital expenditures by members and 31% for the refinancing of loans made by other lenders.

We provide additional information on our loan product types in “Item 1. Business—Loan Programs” and “Note 4—Loans and Commitments” in our 2017 Form 10-K. See “Debt—Secured Borrowings” below for information on encumbered and unencumbered loans and “Credit Risk Management” for information on the credit risk profile of our loan portfolio.

Loan Retention Rate

Table 9 presents a comparison between the historical retention rate of CFC’s long-term fixed-rate loans that repriced during the six months ended November 30, 2017 and loans that repriced during fiscal year 2017, and provides information on the percentage of loans that repriced to either another fixed-rate term or a variable rate. The retention rate is calculated based on the election made by the borrower at the repricing date. The average annual retention rate of CFC’s repriced loans has been 97% over the last three fiscal years.

Table 9: Historical Retention Rate and Repricing Selection(1) 
 
 
Six Months Ended
 
Fiscal Year Ended
 
 
November 30, 2017
 
May 31, 2017
(Dollars in thousands)
 
Amount
 
% of Total
 
Amount
 
% of Total
Loans retained:
 
 
 
 
 
 
 
 
Long-term fixed rate selected
 
$
440,556

 
85
%
 
$
824,415

 
84
%
Long-term variable rate selected
 
77,746

 
15

 
137,835

 
14

Loans repriced and sold by CFC
 

 

 
1,401

 

Total loans retained by CFC
 
518,302

 
100

 
963,651

 
98

Total loans repaid
 
1,165

 

 
23,675

 
2

Total
 
$
519,467

 
100
%
 
$
987,326

 
100
%
____________________________ 
(1)Does not include NCSC and RTFC loans.

Debt

We utilize both short-term and long-term borrowings as part of our funding strategy and asset/liability interest rate risk management. We seek to maintain diversified funding sources across products, programs and markets to manage funding concentrations and reduce our liquidity or debt roll-over risk. Our funding sources include a variety of secured and unsecured debt securities in a wide range of maturities to our members and affiliates and in the capital markets.

Debt Outstanding

Table 10 displays the composition, by product type, of our outstanding debt as of November 30, 2017 and May 31, 2017. Table 10 also displays the composition of our debt based on several additional selected attributes.

18



Table 10: Total Debt Outstanding
(Dollars in thousands)
 
November 30, 2017
 
May 31, 2017
 
Increase/
(Decrease)
Debt product type:
 
 
 
 
 
 
Commercial paper:
 
 
 
 
 
 
Members, at par
 
$
1,133,057

 
$
928,158

 
$
204,899

Dealer, net of discounts
 
579,859

 
999,691

 
(419,832
)
Total commercial paper
 
1,712,916

 
1,927,849

 
(214,933
)
Select notes to members
 
770,376

 
696,889

 
73,487

Daily liquidity fund notes to members
 
866,065

 
527,990

 
338,075

Medium-term notes:
 
 
 
 
 


Members, at par
 
612,402

 
612,951

 
(549
)
Dealer, net of discounts
 
2,758,190

 
2,364,671

 
393,519

Total medium-term notes
 
3,370,592

 
2,977,622

 
392,970

Collateral trust bonds
 
7,637,324

 
7,634,048

 
3,276

Guaranteed Underwriter Program notes payable
 
5,059,943

 
4,985,484

 
74,459

Farmer Mac notes payable
 
2,491,463

 
2,513,389

 
(21,926
)
Other notes payable
 
35,332

 
35,223

 
109

Subordinated deferrable debt
 
742,341

 
742,274

 
67

Members’ subordinated certificates:
 
 
 
 
 
 
Membership subordinated certificates
 
630,391

 
630,098

 
293

Loan and guarantee subordinated certificates
 
548,187

 
567,830

 
(19,643
)
Member capital securities
 
221,097

 
221,097

 

Total members’ subordinated certificates
 
1,399,675

 
1,419,025

 
(19,350
)
Total debt outstanding
 
$
24,086,027

 
$
23,459,793


$
626,234

 
 
 
 
 
 
 
Security type:
 
 
 
 
 
 
Unsecured debt
 
37
%
 
35
%
 
 
Secured debt
 
63

 
65

 
 
Total
 
100
%
 
100
%
 
 
 
 
 
 
 
 
 
Funding source:
 
 
 
 
 
 
Members
 
20
%
 
18
%
 
 
Private placement:
 
 
 
 
 
 
Guaranteed Underwriter Program notes payable
 
21

 
21

 
 
Farmer Mac notes payable
 
10

 
11

 
 
Other
 

 

 
 
Total private placement
 
31

 
32

 
 
Capital markets
 
49

 
50

 
 
Total
 
100
%
 
100
%
 
 
 
 
 
 
 
 
 
Interest rate type:
 
 
 
 
 
 
Fixed-rate debt
 
73
%
 
74
%
 
 
Variable-rate debt
 
27

 
26

 
 
Total
 
100
%
 
100
%
 
 
Interest rate type, including the impact of swaps:
 
 
 
 
 
 
Fixed-rate debt(1)
 
86
%
 
87
%
 
 
Variable-rate debt(2)
 
14

 
13

 
 
Total
 
100
%
 
100
%
 
 
 
 
 
 
 
 
 
Maturity classification:(3)
 
 
 
 
 
 
Short-term borrowings
 
15
%
 
14
%
 
 
Long-term and subordinated debt(4)
 
85

 
86

 
 
Total
 
100
%
 
100
%
 
 

19



____________________________ 
(1) Includes variable-rate debt that has been swapped to a fixed rate, net of any fixed-rate debt that has been swapped to a variable rate.
(2) Includes fixed-rate debt that has been swapped to a variable rate, net of any variable-rate debt that has been swapped to a fixed rate. Also includes commercial paper notes, which generally have maturities of less than 90 days. The interest rate on commercial paper notes does not change once the note has been issued; however, the interest rate for new commercial paper issuances changes daily.
(3) Borrowings with an original contractual maturity of one year or less are classified as short-term borrowings. Borrowings with an original contractual maturity of greater than one year are classified as long-term debt.
(4) Consists of long-term debt, subordinated deferrable debt and total members’ subordinated debt reported on the condensed consolidated balance sheets. Maturity classification is based on the original contractual maturity as of the date of issuance of the debt.

Our outstanding debt volume generally increases and decreases in response to member loan demand. As outstanding loan balances increased during the six months ended November 30, 2017, our debt volume also increased. Total debt outstanding was $24,086 million as of November 30, 2017, an increase of $626 million, or 3%, from May 31, 2017. The increase was primarily attributable to a net increase in member commercial paper and daily liquidity fund notes of $543 million, a net increase in dealer medium-term notes of $394 million and a net increase in notes payable under the Guaranteed Underwriter Program of $74 million. These increases were partially offset by a net decrease in dealer commercial paper outstanding of $420 million.

Below is a summary of significant financing activities during the six months ended November 30, 2017.

On November 9, 2017, we closed a $750 million committed loan facility (“Series M”) from the Federal Financing Bank under the Guaranteed Underwriter Program.

On November 20, 2017, we amended and restated the three-year and five-year committed bank revolving line of credit agreements to extend the maturity dates to November 20, 2020 and November 20, 2022, respectively, and to terminate certain third-party bank commitments.

Member Investments

Debt securities issued to our members represent an important, stable source of funding. Table 11 displays outstanding member debt, by debt product type, as of November 30, 2017 and May 31, 2017.

Table 11: Member Investments
 
 
November 30, 2017
 
May 31, 2017
 
Increase/
(Decrease)
(Dollars in thousands)
 
Amount
 
% of Total (1)
 
Amount
 
% of Total (1)
 
Commercial paper
 
$
1,133,057

 
66
%
 
$
928,158

 
48
%
 
$
204,899

Select notes
 
770,376

 
100

 
696,889

 
100

 
73,487

Daily liquidity fund notes
 
866,065

 
100

 
527,990

 
100

 
338,075

Medium-term notes
 
612,402

 
18

 
612,951

 
20

 
(549
)
Members’ subordinated certificates
 
1,399,675

 
100

 
1,419,025

 
100

 
(19,350
)
Total outstanding member debt
 
$
4,781,575

 
 
 
$
4,185,013

 
 
 
$
596,562

 
 
 
 
 
 
 
 
 
 
 
Percentage of total debt outstanding
 
20
%
 
 
 
18
%
 
 
 
 

____________________________ 
(1) Represents outstanding debt attributable to members for each debt product type as a percentage of the total outstanding debt for each debt product type.

Member investments accounted for 20% and 18% of total debt outstanding as of November 30, 2017 and May 31, 2017, respectively. Over the last three fiscal years, outstanding member investments have averaged $4,273 million on a quarterly basis.

Short-Term Borrowings

Short-term borrowings consist of borrowings with an original contractual maturity of one year or less and do not include the current portion of long-term debt. Short-term borrowings totaled $3,557 million and accounted for 15% of total debt

20



outstanding as of November 30, 2017, compared with $3,343 million, or 14%, of total debt outstanding as of May 31, 2017. See Table 27 under “Liquidity Risk” for the composition of our short-term borrowings.

Long-Term and Subordinated Debt

Long-term debt, defined as debt with an original contractual maturity term of greater than one year, primarily consists of medium-term notes, collateral trust bonds, notes payable under the Guaranteed Underwriter Program and notes payable under our note purchase agreement with Farmer Mac. Subordinated debt consists of subordinated deferrable debt and members’ subordinated certificates. Our subordinated deferrable debt and members’ subordinated certificates have original contractual maturity terms of greater than one year.

Long-term and subordinated debt totaled $20,529 million and accounted for 85% of total debt outstanding as of November 30, 2017, compared with $20,117 million, or 86%, of total debt outstanding as of May 31, 2017. As discussed above, the increase in total debt outstanding, including long-term and subordinated debt, was primarily due to the issuance of debt to fund the growth in our loan and investments portfolios.

Collateral Pledged

We are required to pledge loans or other collateral in borrowing transactions under our collateral trust bond indentures, note purchase agreements with Farmer Mac and bond agreements under the Guaranteed Underwriter Program. We are required to maintain pledged collateral equal to at least 100% of the face amount of outstanding borrowings. However, we typically maintain pledged collateral in excess of the required percentage to ensure that required collateral levels are maintained and to facilitate the timely execution of debt issuances by reducing or eliminating the lead time to pledge additional collateral. Under the provisions of our committed bank revolving line of credit agreements, the excess collateral that we are allowed to pledge cannot exceed 150% of the outstanding borrowings under our collateral trust bond indentures, Farmer Mac note purchase agreements or the Guaranteed Underwriter Program. In certain cases, provided that all conditions of eligibility under the different programs are satisfied, we may withdraw excess pledged collateral or transfer collateral from one borrowing program to another to facilitate a new debt issuance.

Table 12 displays the collateral coverage ratios as of November 30, 2017 and May 31, 2017 for the debt agreements noted above that require us to pledge collateral.

Table 12: Collateral Pledged
 
 
Requirement/Limit
 
 
 
 
Debt Indenture
Minimum
 
Committed Bank Revolving Line of Credit Agreements
Maximum
 
Actual(1)
Debt Agreement
 
 
 
November 30, 2017
 
May 31, 2017
Collateral trust bonds 1994 indenture
 
100
%
 
150
%
 
115
%
 
117
%
Collateral trust bonds 2007 indenture
 
100

 
150

 
113

 
115

Guaranteed Underwriter Program notes payable
 
100

 
150

 
116

 
117

Farmer Mac notes payable
 
100

 
150

 
115

 
117

Clean Renewable Energy Bonds Series 2009A
 
100

 
150

 
106

 
113

____________________________ 
(1) Calculated based on the amount of collateral pledged divided by the face amount of outstanding secured debt.

Of our total debt outstanding of $24,086 million as of November 30, 2017, $15,202 million, or 63%, was secured by pledged loans totaling $17,691 million. In comparison, of our total debt outstanding of $23,460 million as of May 31, 2017, $15,146 million, or 65%, was secured by pledged loans totaling $17,941 million. Total debt outstanding on our condensed consolidated balance sheet is presented net of unamortized discounts and issuance costs. However, our collateral pledging requirements are based on the face amount of secured outstanding debt, which does not take into consideration the impact of net unamortized discounts and issuance costs.


21



Table 13 displays the unpaid principal balance of loans pledged for secured debt, the excess collateral pledged and unencumbered loans as of November 30, 2017 and May 31, 2017.

Table 13: Unencumbered Loans
(Dollars in thousands)
 
November 30, 2017
 
May 31, 2017
Total loans outstanding(1) 
 
$
24,813,542

 
$
24,356,330

Less: Loans required to be pledged for secured debt (2)
 
(15,482,581
)
 
(15,435,062
)
 Loans pledged in excess of requirement (2)(3)
 
(2,208,115
)
 
(2,505,804
)
 Total pledged loans
 
(17,690,696
)
 
(17,940,866
)
Unencumbered loans
 
$
7,122,846

 
$
6,415,464

Unencumbered loans as a percentage of total loans
 
29
%
 
26
%
____________________________ 
(1) Reflects unpaid principal balance. Excludes unamortized deferred loan origination costs of $11 million as of both November 30, 2017 and May 31, 2017.
(2) Reflects unpaid principal balance of pledged loans.
(3) Excludes cash collateral pledged to secure debt. If there is an event of default under most of our indentures, we can only withdraw the excess collateral if we substitute cash or permitted investments of equal value.

As displayed above in Table 13, we had excess loans pledged as collateral totaling $2,208 million and $2,506 million as of November 30, 2017 and May 31, 2017, respectively. We typically pledge loans in excess of the required amount for the following reasons: (i) our distribution and power supply loans are typically amortizing loans that require scheduled principal payments over the life of the loan, whereas the debt securities issued under secured indentures and agreements typically have bullet maturities; (ii) distribution and power supply borrowers have the option to prepay their loans; and (iii) individual loans may become ineligible for various reasons, some of which may be temporary.

We provide additional information on our borrowings, including the maturity profile, below in “Liquidity Risk.” Refer to “Note 4—Loans and Commitments—Pledging of Loans” for additional information related to pledged collateral. Also refer to “Note 6—Short-Term Borrowings,” “Note 7—Long-Term Debt,” “Note 8—Subordinated Deferrable Debt” and “Note 9—Members’ Subordinated Certificates” in our 2017 Form 10-K for a more detailed description of each of our debt product types.

Equity

Total equity increased by $141 million to $1,240 million as of November 30, 2017. The increase was primarily attributable to our net income of $188 million for the six months ended November 30, 2017, which was partially offset by patronage capital retirement of $45 million in September 2017.

In July 2017, the CFC Board of Directors authorized the allocation of fiscal year 2017 adjusted net income as follows: $90 million to members in the form of patronage capital; $43 million to members’ capital reserve; and $1 million to the Cooperative Educational Fund. The amount of patronage capital allocated each year by CFC’s Board of Directors is based on adjusted non-GAAP net income, which excludes the impact of derivative forward value gains (losses). See “Non-GAAP Financial Measures” for information on adjusted net income.

In July 2017, the CFC Board of Directors authorized the retirement of patronage capital totaling $45 million, which represented 50% of the fiscal year 2017 allocation of patronage capital of $90 million. We returned the $45 million to members in cash in September 2017. The remaining portion of the allocated amount will be retained by CFC for 25 years under guidelines adopted by the CFC Board of Directors in June 2009.

The CFC Board of Directors is required to make annual allocations of adjusted net income, if any. CFC has made annual retirements of allocated net earnings in 38 of the last 39 fiscal years; however, future retirements of allocated amounts are determined based on CFC’s financial condition. The CFC Board of Directors has the authority to change the current practice for allocating and retiring net earnings at any time, subject to applicable laws. See “Item 1. Business—Allocation and Retirement of Patronage Capital” of our 2017 Form 10-K for additional information.

22



OFF-BALANCE SHEET ARRANGEMENTS

In the ordinary course of business, we engage in financial transactions that are not presented on our condensed consolidated balance sheets, or may be recorded on our condensed consolidated balance sheets in amounts that are different from the full contract or notional amount of the transaction. Our off-balance sheet arrangements consist primarily of guarantees of member obligations and unadvanced loan commitments intended to meet the financial needs of our members.

Guarantees

We provide guarantees for certain contractual obligations of our members to assist them in obtaining various forms of financing. Table 14 displays the notional amount of our outstanding guarantee obligations, by guarantee type and by company, as of November 30, 2017 and May 31, 2017.

Table 14: Guarantees Outstanding
(Dollars in thousands)
 
November 30, 2017
 
May 31, 2017
 
Increase/
(Decrease)
Guarantee type:
 
 
 
 
 
 
Long-term tax-exempt bonds
 
$
318,425

 
$
468,145

 
$
(149,720
)
Letters of credit
 
230,117

 
307,321

 
(77,204
)
Other guarantees
 
113,954

 
114,151

 
(197
)
Total
 
$
662,496

 
$
889,617

 
$
(227,121
)
 
 
 
 
 
 
 
Company:
 
 

 
 
 
 
CFC
 
$
645,695

 
$
874,920

 
$
(229,225
)
NCSC
 
15,227

 
13,123

 
2,104

RTFC
 
1,574

 
1,574

 

Total
 
$
662,496

 
$
889,617

 
$
(227,121
)

Of the total notional amount of our outstanding guarantee obligations of $662 million and $890 million as of November 30, 2017 and May 31, 2017, respectively, 54% and 67%, respectively, were secured by a mortgage lien on substantially all of the assets and future revenue of the borrowers. We recorded a guarantee liability of $8 million and $15 million as of November 30, 2017 and May 31, 2017, respectively, related to the contingent and noncontingent exposures for guarantee and liquidity obligations associated with our members’ debt.

We were the liquidity provider for long-term variable-rate, tax-exempt bonds issued for our member cooperatives totaling $251 million as of November 30, 2017. We also provide a guarantee of payment of principal and interest for $251 million of these long-term variable-rate, tax-exempt bonds, which is included above in Table 14 as a component of the long-term tax-exempt bonds of $318 million as of November 30, 2017. As liquidity provider on these tax-exempt bonds, we may be required to purchase bonds that are tendered or put by investors. Investors provide notice to the remarketing agent that they will tender or put a certain amount of bonds at the next interest rate reset date. If the remarketing agent is unable to sell such bonds to other investors by the next interest rate reset date, we have unconditionally agreed to purchase such bonds. We were not required to perform as liquidity provider pursuant to these obligations during the six months ended November 30, 2017 or the prior fiscal year.

We had outstanding letters of credit for the benefit of our members totaling $230 million as of November 30, 2017, which are related to obligations for which we may be required to advance funds based on various trigger events specified in the letters of credit agreements. If we are required to advance funds, the member is obligated to repay the advance amount, and accrued interest, to us.

In addition to the letters of credit presented in Table 14, we had master letter of credit facilities in place as of November 30, 2017, under which we may be required to issue up to an additional $65 million in letters of credit to third parties for the benefit of our members. All of our master letter of credit facilities as of November 30, 2017 were subject to material adverse

23



change clauses at the time of issuance. Prior to issuing a letter of credit under these facilities, we confirm that there has been no material adverse change in the business or condition, financial or otherwise, of the borrower since the time the loan was approved and that the borrower is currently in compliance with the letter of credit terms and conditions.

Table 15 presents the maturities for each of the next five fiscal years and thereafter of the notional amount of our outstanding guarantee obligations as of November 30, 2017.

Table 15: Maturities of Guarantee Obligations
 
 
 Outstanding
Amount
 
Maturities of Guaranteed Obligations
(Dollars in thousands)
 
 
2018
 
2019
 
2020
 
2021
 
2022
 
Thereafter
Guarantees
 
$
662,496

 
$
168,729

 
$
108,460

 
$
52,057

 
$
109,486

 
$
31,613

 
$
192,151


We provide additional information about our guarantee obligations in “Note 10—Guarantees.”

Unadvanced Loan Commitments

Unadvanced loan commitments represent approved and executed loan contracts for which funds have not been advanced to borrowers. Our line of credit commitments include both contracts that are subject to material adverse change clauses and contracts that are not subject to material adverse change clauses, while our long-term loan commitments are typically subject to material adverse change clauses.

Table 16 displays the amount of unadvanced loan commitments, which consist of line of credit and long-term loan commitments, as of November 30, 2017 and May 31, 2017.

Table 16: Unadvanced Loan Commitments
 
 
November 30, 2017
 
May 31, 2017
 
Increase/
(Dollars in thousands)
 
Amount
 
% of Total
 
Amount
 
% of Total
 
(Decrease)
Line of credit commitments:
 
 
 
 
 
 
 
 
 
 
Conditional(1)
 
$
4,790,605

 
38
%
 
$
5,170,393

 
41
%
 
$
(379,788
)
Unconditional(2)
 
2,784,511

 
22

 
2,602,262

 
21

 
182,249

Total line of credit unadvanced commitments
 
7,575,116


60

 
7,772,655

 
62

 
(197,539
)
Total long-term loan unadvanced commitments(1)
 
4,950,905


40

 
4,802,319

 
38

 
148,586

Total unadvanced loan commitments
 
$
12,526,021


100
%
 
$
12,574,974

 
100
%
 
$
(48,953
)
____________________________ 
(1)Represents amount related to facilities that are subject to material adverse change clauses.
(2)Represents amount related to facilities that are not subject to material adverse change clauses.

Table 17 presents the amount of unadvanced loan commitments, by loan type, as of November 30, 2017 and the maturities of the commitment amounts for each of the next five fiscal years and thereafter.

Table 17: Notional Maturities of Unadvanced Loan Commitments
 
 
Available
Balance
 
Notional Maturities of Unadvanced Loan Commitments
(Dollars in thousands)
 
 
2018
 
2019
 
2020
 
2021
 
2022
 
Thereafter
Line of credit loans
 
$
7,575,116

 
$
342,159

 
$
4,343,222

 
$
641,613

 
$
950,998

 
$
773,772

 
$
523,352

Long-term loans
 
4,950,905

 
215,806

 
986,952

 
649,436

 
676,899

 
1,885,338

 
536,474

Total
 
$
12,526,021

 
$
557,965

 
$
5,330,174

 
$
1,291,049

 
$
1,627,897

 
$
2,659,110

 
$
1,059,826


Unadvanced line of credit commitments accounted for 60% of total unadvanced loan commitments as of November 30, 2017, while unadvanced long-term loan commitments accounted for 40% of total unadvanced loan commitments.

24



Unadvanced line of credit commitments are typically revolving facilities for periods not to exceed five years. Unadvanced line of credit commitments generally serve as supplemental back-up liquidity to our borrowers. Historically, borrowers have not drawn the full commitment amount for line of credit facilities, and we have experienced a very low utilization rate on line of credit loan facilities regardless of whether or not we are obligated to fund the facility where a material adverse change exists. Our unadvanced long-term loan commitments have a five-year draw period under which a borrower may advance funds prior to the expiration of the commitment. We expect that the majority of the long-term unadvanced loan commitments of $4,951 million will be advanced prior to the expiration of the commitment.

Because we historically have experienced a very low utilization rate on line of credit loan facilities, which account for the majority of our total unadvanced loan commitments, we believe the unadvanced loan commitment total of $12,526 million as of November 30, 2017 is not necessarily representative of our future funding cash requirements.

Unadvanced Loan Commitments—Conditional

The substantial majority of our line of credit commitments and all our unadvanced long-term loan commitments include material adverse change clauses. Unadvanced loan commitments subject to material adverse change clauses totaled $9,741 million and $9,973 million as of November 30, 2017 and May 31, 2017, respectively, and accounted for 78% and 79% of the combined total of unadvanced line of credit and long-term loan commitments as of November 30, 2017 and May 31, 2017, respectively. Prior to making advances on these facilities, we confirm that there has been no material adverse change in the borrower’s business or condition, financial or otherwise, since the time the loan was approved and confirm that the borrower is currently in compliance with loan terms and conditions. In some cases, the borrower’s access to the full amount of the facility is further constrained by use of proceeds restrictions, imposition of borrower-specific restrictions, or by additional conditions that must be met prior to advancing funds. Since we generally do not charge a fee for the borrower to have an unadvanced amount on a loan facility that is subject to a material adverse change clause, our borrowers tend to request amounts in excess of their immediate estimated loan requirements.

Unadvanced Loan Commitments—Unconditional

Unadvanced loan commitments not subject to material adverse change clauses at the time of each advance consisted of unadvanced committed lines of credit totaling $2,785 million and $2,602 million as of November 30, 2017 and May 31, 2017, respectively. For contracts not subject to a material adverse change clause, we are generally required to advance amounts on the committed facilities as long as the borrower is in compliance with the terms and conditions of the facility.

Syndicated loan facilities, where the pricing is set at a spread over LIBOR as agreed upon by all of the participating banks based on market conditions at the time of syndication, accounted for 85% of unconditional line of credit commitments as of November 30, 2017. The remaining 15% represented unconditional committed line of credit loans which under any new advance would be made at rates determined by us based on our cost, and we have the option to pass on to the borrower any cost increase related to the advance.

Table 18 presents the maturities for each of the next five fiscal years and thereafter of the notional amount of unconditional committed lines of credit not subject to a material adverse change clause as of November 30, 2017.

Table 18: Maturities of Notional Amount of Unconditional Committed Lines of Credit
 
 
Available
Balance
 
Notional Maturities of Unconditional Committed Lines of Credit
(Dollars in thousands)
 
 
2018
 
2019
 
2020
 
2021
 
2022
 
Thereafter
Committed lines of credit
 
$
2,784,511

 
$
130,000

 
$
517,130

 
$
395,711

 
$
630,631

 
$
677,818

 
$
433,221


See “MD&A—Off-Balance Sheet Arrangements” in our 2017 Form 10-K for additional information on our off-balance sheet arrangements.


25



RISK MANAGEMENT

Overview

We face a variety of risks that can significantly affect our financial performance, liquidity, reputation and ability to meet the expectations of our members, investors and other stakeholders. As a financial services company, the major categories of risk exposures inherent in our business activities include credit risk, liquidity risk, market risk and operational risk. These risk categories are summarized below.

Credit risk is the risk that a borrower or other counterparty will be unable to meet its obligations in accordance with agreed-upon terms.

Liquidity risk is the risk that we will be unable to fund our operations and meet our contractual obligations or that we will be unable to fund new loans to borrowers at a reasonable cost and tenor in a timely manner.

Market risk is the risk that changes in market variables, such as movements in interest rates, may adversely affect the match between the timing of the contractual maturities, re-pricing and prepayments of our financial assets and the related financial liabilities funding those assets.

Operational risk is the risk of loss resulting from inadequate or failed internal controls, processes, systems, human error or external events. Operational risk also includes compliance risk, fiduciary risk, reputational risk and litigation risk.

Effective risk management is critical to our overall operations and in achieving our primary objective of providing cost-based financial products to our rural electric members while maintaining the sound financial results required for investment-grade credit ratings on our debt instruments. Accordingly, we have a risk management framework that is intended to govern the principal risks we face in conducting our business and the aggregate amount of risk we are willing to accept, referred to as risk appetite, in the context of CFC’s mission and strategic objectives and initiatives. We provide information on our risk management framework in our 2017 Form 10-K under “Item 7. MD&A—Risk Management—Risk Management Framework.”
CREDIT RISK

Our loan portfolio, which represents the largest component of assets on our balance sheet, and guarantees account for the substantial majority of our credit risk exposure. We also engage in certain non-lending activities that may give rise to credit and counterparty settlement risk, including the purchase of investment securities and entering into derivative transactions to manage our interest rate risk. Our primary credit exposure is to rural electric cooperatives that provide essential electric services to end-users, the majority of which are residential customers. We also have a limited portfolio of loans to not-for-profit and for-profit telecommunication companies.

Credit Risk Management

We manage portfolio and borrower credit risk consistent with credit policies established by the CFC Board of Directors and through credit underwriting, approval and monitoring processes and practices adopted by management. Our board-established credit policies include guidelines regarding the types of credit products we offer, limits on credit we extend to individual borrowers, approval authorities delegated to management, and use of syndications and loan sales. We maintain an internal risk rating system in which we assign a rating to each borrower and credit facility. We review and update the risk ratings at least annually. Assigned risk ratings inform our credit approval, borrower monitoring and portfolio review processes. Our Corporate Credit Committee approves individual credit actions within its own authority and together with our Credit Risk Management group, establishes standards for credit underwriting, oversees credits deemed to be higher risk, reviews assigned risk ratings for accuracy, and monitors the overall credit quality and performance statistics of our loan portfolio and guarantees.




26



Loan and Guarantee Portfolio Credit Risk

Below we provide information on the credit risk profile of our loan portfolio and guarantees, including security provisions, loan concentration, credit performance and our allowance for loan losses.

Security Provisions

Except when providing line of credit loans, we generally lend to our members on a senior secured basis. Long-term loans are generally secured on parity with other secured lenders (primarily RUS), if any, by all assets and revenue of the borrower with exceptions typical in utility mortgages. Line of credit loans are generally unsecured. In addition to the collateral pledged to secure our loans, distribution and power supply borrowers also are required to set rates charged to customers to achieve certain specified financial ratios.

Table 19 presents, by loan type and by company, the amount and percentage of secured and unsecured loans in our loan portfolio as of November 30, 2017 and May 31, 2017. Of our total loans outstanding, 92% were secured and 8% were unsecured as of both November 30, 2017 and May 31, 2017.

Table 19: Loan Portfolio Security Profile(1) 
 
 
November 30, 2017
(Dollars in thousands)
 
Secured
 
% of Total
 
Unsecured
 
% of Total
 
Total
Loan type:
 
 
 
 
 
 
 
 
 
 
Long-term loans:
 
 
 
 
 
 
 
 
 
 
Long-term fixed-rate loans
 
$
21,825,249

 
97
%
 
$
590,584

 
3
%
 
$
22,415,833

Long-term variable-rate loans
 
857,907

 
95

 
48,546

 
5

 
906,453

Total long-term loans
 
22,683,156

 
97

 
639,130

 
3

 
23,322,286

Line of credit loans
 
72,505

 
5

 
1,418,751

 
95

 
1,491,256

Total loans outstanding
 
$
22,755,661

 
92
%
 
$
2,057,881

 
8
%
 
$
24,813,542

 
 
 
 
 
 
 
 
 
 
 
Company:
 
 
 
 
 
 
 
 
 
 
CFC
 
$
21,814,316

 
92
%
 
$
1,887,788

 
8
%
 
$
23,702,104

NCSC
 
588,161

 
80

 
151,546

 
20

 
739,707

RTFC
 
353,184

 
95

 
18,547

 
5

 
371,731

Total loans outstanding
 
$
22,755,661

 
92
%
 
$
2,057,881

 
8
%
 
$
24,813,542



27



 
 
May 31, 2017
(Dollars in thousands)
 
Secured
 
% of Total
 
Unsecured
 
% of Total
 
Total
Loan type:
 
 
 
 
 
 
 
 
 
 
Long-term loans:
 
 
 
 
 
 
 
 
 
 
Long-term fixed-rate loans
 
$
21,503,871

 
97
%
 
$
632,819

 
3
%
 
$
22,136,690

Long-term variable-rate loans
 
795,326

 
94

 
52,093

 
6

 
847,419

Total long-term loans
 
22,299,197

 
97

 
684,912

 
3

 
22,984,109

Line of credit loans
 
54,258

 
4

 
1,317,963

 
96

 
1,372,221

Total loans outstanding
 
$
22,353,455

 
92

 
$
2,002,875

 
8

 
$
24,356,330

 
 
 
 
 
 
 
 
 
 
 
Company:
 
 
 
 
 
 
 
 
 
 
CFC
 
$
21,591,723

 
92
%
 
$
1,796,264

 
8
%
 
$
23,387,987

NCSC
 
424,636

 
69

 
189,288

 
31

 
613,924

RTFC
 
337,096

 
95

 
17,323

 
5

 
354,419

Total loans outstanding
 
$
22,353,455

 
92

 
$
2,002,875

 
8

 
$
24,356,330

____________________________ 
(1) Excludes deferred loan origination costs of $11 million as of both November 30, 2017 and May 31, 2017.

As part of our strategy in managing our credit risk exposure, we entered into a long-term standby purchase commitment agreement with Farmer Mac on August 31, 2015, as amended on May 31, 2016. Under this agreement, we may designate certain loans to be covered under the commitment, as approved by Farmer Mac, and in the event any such loan later goes into payment default for at least 90 days, upon request by us, Farmer Mac must purchase such loan at par value. The outstanding principal balance of loans covered under this agreement totaled $792 million as of November 30, 2017, compared with $843 million as of May 31, 2017. No loans have been put to Farmer Mac for purchase pursuant to this agreement. In addition, RUS guaranteed long-term loans totaling $164 million and $167 million as of November 30, 2017 and May 31, 2017, respectively.

Credit Concentration

As a tax-exempt, member-owned finance cooperative, CFC’s principal purpose is to provide funding to America’s rural electric utility cooperatives to assist them in acquiring, constructing and operating electric distribution, transmission and related facilities. We serve electric and telecommunications members throughout the United States and its territories, including 49 states, the District of Columbia, American Samoa and Guam. Texas had the largest concentration of outstanding loans to borrowers in any one state, with approximately 15% of total loans outstanding as of both November 30, 2017 and May 31, 2017. Our consolidated membership totaled 1,459 members and 217 associates as of November 30, 2017. As such, we have a loan portfolio with single-industry and single-obligor concentration risk. Outstanding loans to electric utility organizations represented approximately 99% of the total outstanding loan portfolio as of November 30, 2017, unchanged from May 31, 2017. The remaining outstanding loans in our portfolio were to RTFC members, affiliates and associates in the telecommunications industry.

Single-Obligor Concentration

Table 20 displays the outstanding exposure of the 20 largest borrowers, by exposure type and by company, as of November 30, 2017 and May 31, 2017. The 20 largest borrowers consisted of 10 distribution systems, 9 power supply systems and 1 NCSC associate member as of both November 30, 2017 and May 31, 2017. The largest total outstanding exposure to a single borrower or controlled group represented approximately 2% of total loans and guarantees outstanding as of both November 30, 2017 and May 31, 2017.


28



Table 20: Credit Exposure to 20 Largest Borrowers
  
 
November 30, 2017
 
May 31, 2017
 
Change
(Dollars in thousands)
 
Amount
 
% of Total
 
Amount
 
% of Total
 
By exposure type:
 
 
 
 
 
 
 
 
 
 
Loans
 
$
5,832,139

 
23
 %
 
$
5,749,885

 
23
 %
 
$
82,254

Guarantees
 
129,070

 

 
354,619

 
1

 
(225,549
)
Total exposure to 20 largest borrowers
 
5,961,209

 
23

 
6,104,504

 
24

 
(143,295
)
Less: Loans covered under Farmer Mac standby purchase commitment
 
(367,464
)
 
(1
)
 
(351,699
)
 
(1
)
 
(15,765
)
Net exposure to 20 largest borrowers
 
$
5,593,745

 
22
 %
 
$
5,752,805

 
23
 %
 
$
(159,060
)
 
 
 
 
 
 
 
 
 
 
 
By company:
 
 
 
 
 
 
 
 
 
 
CFC
 
$
5,711,341

 
22
 %
 
$
5,899,709

 
23
 %
 
$
(188,368
)
NCSC
 
249,868

 
1

 
204,795

 
1

 
45,073

Total exposure to 20 largest borrowers
 
5,961,209

 
23

 
6,104,504

 
24

 
(143,295
)
Less: Loans covered under Farmer Mac standby purchase commitment
 
(367,464
)
 
(1
)
 
(351,699
)
 
(1
)
 
(15,765
)
Net exposure to 20 largest borrowers
 
$
5,593,745

 
22
 %
 
$
5,752,805

 
23
 %
 
$
(159,060
)

Credit Performance

As part of our credit risk management process, we monitor and evaluate each borrower and loan in our loan portfolio and assign numeric internal risk ratings based on quantitative and qualitative assessments. Our ratings are intended to align with the federal banking regulatory credit risk rating classification definitions of pass, special mention, substandard and doubtful. The special mention, substandard, and doubtful categories are intended to comply with the definition of criticized loans by the banking regulatory authorities. Internal risk ratings and payment status trends are indicators, among others, of the level of credit risk in our loan portfolio.

The overall credit risk of our loan portfolio remained low, as evidenced by our strong asset quality metrics, including senior secured positions on most of our loans and low levels of criticized exposure, nonaccrual loans and charge-offs. As displayed in Table 19 above, 92% of our total outstanding loans were secured as of both November 30, 2017 and May 31, 2017. As displayed in “Note 4—Loans and Commitments,” 0.5% of the loans in our portfolio were classified as criticized as of both November 30, 2017 and May 31, 2017. Below we provide information on certain additional credit quality indicators, including modified loans that are considered to be troubled debt restructurings (“TDRs”), nonperforming loans and net charge-offs.

Troubled Debt Restructurings

We actively monitor problem loans and, from time to time, attempt to work with borrowers to manage such exposures through loan workouts or modifications that better align with the borrower’s current ability to pay. A loan restructuring or modification of terms is accounted for as a TDR if, for economic or legal reasons related to the borrower’s financial difficulties, a concession is granted to the borrower that we would not otherwise consider. TDR loans generally are initially placed on nonaccrual status, although in many cases such loans were already on nonaccrual status prior to modification. Interest accrued but not collected at the date a loan is placed on nonaccrual status is reversed against earnings. These loans may be returned to performing status and the accrual of interest resumed if the borrower performs under the modified terms for an extended period of time, and we expect the borrower to continue to perform in accordance with the modified terms. In certain limited circumstances in which a TDR loan is current at the modification date, the loan may remain on accrual status at the time of modification.

Table 21 presents the carrying value of loans modified as TDRs in prior periods as of November 30, 2017 and May 31, 2017. These loans were considered individually impaired as of the end of each period presented.


29



Table 21: TDR Loans
 
 
November 30, 2017
 
May 31, 2017
(Dollars in thousands)
 
Carrying Amount
 
% of Total Loans Outstanding
 
Carrying Amount
 
% of Total Loans Outstanding
TDR loans:
 
 
 
 
 
 
 
 
CFC
 
$
6,507

 
0.03
%
 
$
6,581

 
0.02
%
RTFC
 
6,341

 
0.02

 
6,592

 
0.03

Total TDR loans
 
$
12,848

 
0.05
%
 
$
13,173

 
0.05
%
 
 
 
 
 
 
 
 
 
Performance status of TDR loans:
 
 
 
 
 
 
 
 
Performing TDR loans
 
$
12,848

 
0.05
%
 
$
13,173

 
0.05
%
 
As indicated in Table 21, we did not have any TDR loans classified as nonperforming as of November 30, 2017 or May 31, 2017. TDR loans classified as performing as of November 30, 2017 and May 31, 2017 were performing in accordance with the terms of their respective restructured loan agreement and on accrual status as of the respective reported dates.

Nonperforming Loans

In addition to TDR loans that may be classified as nonperforming, we also may have nonperforming loans that have not been modified as a TDR loan. We classify such loans as nonperforming at the earlier of the date when we determine: (i) interest or principal payments on the loan is past due 90 days or more; (ii) as a result of court proceedings, the collection of interest or principal payments based on the original contractual terms is not expected; or (iii) the full and timely collection of interest or principal is otherwise uncertain. Once a loan is classified as nonperforming, we generally place the loan on nonaccrual status. Interest accrued but not collected at the date a loan is placed on nonaccrual status is reversed against earnings. We had no loans classified as nonperforming as of November 30, 2017 or May 31, 2017. In addition, we did not have any past due loans as of either November 30, 2017 or May 31, 2017.

We provide additional information on the credit quality of our loan portfolio in “Note 4—Loans and Commitments.”

Net Charge-Offs

Table 22 presents charge-offs, net of recoveries, and the net charge-off rate for the three and six months ended November 30, 2017 and 2016.

Table 22: Net Charge-Offs (Recoveries)
 
 
Three Months Ended November 30,
 
Six Months Ended November 30,
(Dollars in thousands)
 
2017
 
2016
 
2017

2016
Charge-offs:
 
 
 
 
 
 
 
 
RTFC
 
$

 
$

 
$

 
$
2,119

Recoveries:
 
 
 
 
 
 
 
 
CFC
 

 
(53
)
 

 
(106
)
Net charge-offs (recoveries)
 
$

 
$
(53
)
 
$

 
$
2,013

 
 
 
 
 
 
 
 
 
Average total loans outstanding
 
$
24,688,391

 
$
23,584,370

 
$
24,634,266

 
$
23,499,922

 
 
 
 
 
 
 
 
 
Net charge-off rate(1)
 
%
 
 %
 
%
 
0.02
%
____________________________
(1)Calculated based on annualized net charge-offs (recoveries) for the period divided by average total outstanding loans for the period.

As displayed in Table 22, we experienced no charge-offs during the current quarter and the six months ended November 30, 2017. Charge-offs totaled $2 million during the six months ended November 30, 2016, all of which were related to

30



telecommunications loans in the RTFC portfolio. Our average annual net charge-off rate has been less than 0.01% over the last three fiscal years.

Allowance for Loan Losses

The allowance for loan losses is determined based upon evaluation of the loan portfolio, past loss experience, specific problem loans, economic conditions and other pertinent factors that, in management’s judgment, could affect the risk of loss in the loan portfolio. We review and adjust the allowance quarterly to cover estimated probable losses inherent in our loan portfolio as of each balance sheet date.

Table 23 summarizes changes in the allowance for loan losses for the three and six months ended November 30, 2017 and 2016, and provides a comparison of the allowance by company as of November 30, 2017 and May 31, 2017.

Table 23: Allowance for Loan Losses
 
 
Three Months Ended November 30,
 
Six Months Ended November 30,
(Dollars in thousands)
 
2017
 
2016
 
2017
 
2016
Beginning balance
 
$
37,078

 
$
33,120

 
$
37,376

 
$
33,258

(Benefit) provision for loan losses
 
(304
)
 
738

 
(602
)
 
2,666

Net recoveries (charge-offs)
 

 
53

 

 
(2,013
)
Ending balance
 
$
36,774

 
$
33,911

 
$
36,774

 
$
33,911

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
November 30, 2017
 
May 31, 2017
Allowance for loan losses by company:
 
 
 
 
 
 
 
 
CFC
 
 
 
 
 
$
28,799

 
$
29,499

NCSC
 
 
 
 
 
3,117

 
2,910

RTFC
 
 
 
 
 
4,858

 
4,967

Total
 
 
 
 
 
$
36,774

 
$
37,376

 
 
 
 
 
 
 
 
 
Allowance coverage ratios:
 
 
 
 
 
 
 
 
Loans to members
 
 
 
 
 
$
24,824,691

 
$
24,367,044

Percentage of loans to members
 
 
 
 
 
0.15
%
 
0.15
%

The allowance for loan losses of $37 million as of November 30, 2017 decreased slightly from fiscal year end May 31, 2017, while the allowance coverage ratio remained unchanged at 0.15%. The credit quality and performance statistics of our loan portfolio continued to remain strong. We experienced no charge-offs during the three and six months ended November 30, 2017 and we had no loans classified as nonperforming as of the end of the period. In comparison, we recorded a net charge-off of $2 million during the six months ended November 30, 2016. Loans designated as individually impaired totaled $13 million as of both November 30, 2017 and May 31, 2017, and the specific allowance related to these loans totaled $1 million and $2 million, respectively.

For additional information on our methodology for determining the allowance for loan losses, see “Note 1—Summary of Significant Accounting Policies” in our 2017 Form 10-K. See “Note 4—Loans and Commitments” of this Report for additional information on the credit quality of our loan portfolio and the allowance for loan losses.

Counterparty Credit Risk

We are exposed to counterparty risk related to the performance of the parties with which we entered into financial transactions, primarily for derivative instruments, cash, time deposits and investment securities that we have with various financial institutions. To mitigate this risk, we only enter into these transactions with financial institutions with investment-grade ratings. Our cash and time deposits with financial institutions generally have an original maturity of less than one year.

31



We manage our derivative counterparty credit risk by requiring that derivative counterparties participate in one of our committed bank revolving line of credit agreements, monitoring the overall credit worthiness of each counterparty, using counterparty specific credit risk limits, executing master netting arrangements and diversifying our derivative transactions among multiple counterparties. Our derivative counterparties had credit ratings ranging from A1 to Baa2 by Moody’s Investors Service (“Moody’s”) and from AA- to A- by S&P Global Ratings (“S&P”) as of November 30, 2017. Our largest counterparty exposure, based on the outstanding notional amount, represented approximately 23% of the total outstanding notional amount of derivatives as of both November 30, 2017 and May 31, 2017, respectively.

Credit Risk-Related Contingent Features

Our derivative contracts typically contain mutual early termination provisions, generally in the form of a credit rating trigger. Under the mutual credit rating trigger provisions, either counterparty may, but is not obligated to, terminate and settle the agreement if the credit rating of the other counterparty falls to a level specified in the agreement. If a derivative contract is terminated, the amount to be received or paid by us would be equal to the mark-to-market value, as defined in the agreement, as of the termination date.

Our senior unsecured credit ratings from Moody’s and S&P were A2 and A, respectively, as of November 30, 2017. Both Moody’s and S&P had our ratings on stable outlook as of November 30, 2017. Table 24 displays the notional amounts of our derivative contracts with rating triggers as of November 30, 2017, and the payments that would be required if the contracts were terminated as of that date because of a downgrade of our unsecured credit ratings or the counterparty’s unsecured credit ratings below A3/A-, below Baa1/BBB+ to or below Baa2/BBB, below Baa3/BBB- or to or below Ba2/BB+ by Moody’s or S&P, respectively. In calculating the payment amounts that would be required upon termination of the derivative contracts, we assumed that the amounts for each counterparty would be netted in accordance with the provisions of the counterparty's master netting agreements. The net payment amounts are based on the fair value of the underlying derivative instrument, excluding the credit risk valuation adjustment, plus any unpaid accrued interest amounts.

Table 24: Rating Triggers for Derivatives
(Dollars in thousands)
 
Notional
 Amount
 
Payable Due From CFC
 
Receivable Due to CFC
 
Net (Payable)/Receivable
Impact of rating downgrade trigger:
 
 
 
 
 
 
 
 
Falls below A3/A-(1)
 
$
56,985

 
$
(11,670
)
 
$

 
$
(11,670
)
Falls below Baa1/BBB+
 
7,236,383

 
(143,459
)
 
7,428

 
(136,031
)
Falls to or below Baa2/BBB (2)
 
455,152

 

 
1,577

 
1,577

Falls below Baa3/BBB-
 
264,981

 
(18,102
)
 

 
(18,102
)
Total
 
$
8,013,501

 
$
(173,231
)
 
$
9,005

 
$
(164,226
)
____________________________ 
(1) Rating trigger for CFC falls below A3/A-, while rating trigger for counterparty falls below Baa1/BBB+ by Moody’s or S&P, respectively.  
(2) Rating trigger for CFC falls to or below Baa2/BBB, while rating trigger for counterparty falls to or below Ba2/BB+ by Moody’s or S&P, respectively.

The aggregate fair value amount, including the credit risk valuation adjustment, of all interest rate swaps with rating triggers that were in a net liability position was $173 million as of November 30, 2017. There were no counterparties that fell below the rating trigger levels in our interest swap contracts as of November 30, 2017. If a counterparty has a credit rating that falls below the rating trigger level specified in the interest swap contract, we have the option to terminate all derivatives with the counterparty. However, we generally do not terminate such agreements early because our interest rate swaps are critical to our matched funding strategy.

See “Item 1A. Risk Factors” in our 2017 Form 10-K for additional information about credit risk related to our business.


32



LIQUIDITY RISK

We consider liquidity to be the ability to access funding or convert assets to cash quickly and efficiently, or to rollover or issue new debt, both under normal operating conditions and under periods of market stress, at a reasonable cost to ensure that we can meet borrower loan requests and other short-term cash obligations.

Liquidity Risk Management

Our liquidity risk management framework is designed to meet our liquidity objectives of providing a reliable source of funding to members, meet maturing debt and other obligations, issue new debt and fund our operations on a cost-effective basis under normal operating conditions as well as under CFC-specific and/or market stress conditions. We engage in various activities to manage liquidity risk and achieve our liquidity objectives. Our Asset Liability Committee establishes guidelines that are intended to ensure that we maintain sufficient, diversified sources of liquidity to cover potential funding requirements as well as unanticipated contingencies. Our Treasury group develops strategies to manage our targeted liquidity position, projects our funding needs under various scenarios, including adverse circumstances, and monitors our liquidity position on an ongoing basis.

Liquidity Reserve

As part of our strategy in meeting our liquidity objectives, we seek to maintain access to liquidity in the form of both on-balance sheet and off-balance sheet funding sources that are readily accessible for immediate liquidity needs. Table 25 below presents the components of our liquidity reserve and a comparison of the amounts available as of November 30, 2017 and May 31, 2017.

Table 25: Liquidity Reserve
 
 
November 30, 2017
 
May 31, 2017
(Dollars in millions)
 
Total
 
Accessed
 
Available
 
Total
 
Accessed
 
Available
Cash and cash equivalents
 
$
280

 
$

 
$
280

 
$
167

 
$

 
$
167

Committed bank revolving line of credit agreements—unsecured(1)
 
3,085

 
2

 
3,083

 
3,165

 
1

 
3,164

Guaranteed Underwriter Program committed facilities—secured(2)
 
6,548

 
5,173

 
1,375

 
5,798

 
5,073

 
725

Farmer Mac revolving note purchase agreement, dated March 24, 2011—secured(3)
 
4,500

 
2,491

 
2,009

 
4,500

 
2,513

 
1,987

Farmer Mac revolving note purchase agreement, dated July 31, 2015—secured
 
300

 

 
300

 
300

 

 
300

Total
 
$
14,713

 
$
7,666

 
$
7,047

 
$
13,930

 
$
7,587

 
$
6,343

____________________________ 
(1) The accessed amount of $2 million and $1 million as of November 30, 2017 and May 31, 2017, respectively, relates to letters of credit issued pursuant
to the line of credit agreement.
(2) The committed facilities under the Guaranteed Underwriting Program are not revolving.
(3) Availability subject to market conditions.

Borrowing Capacity

In addition to cash, our liquidity reserve includes access to funds under committed revolving line of credit agreements with banks, committed loan facilities under the Guaranteed Underwriter Program and our revolving note purchase agreements with Farmer Mac. Following is a discussion of our borrowing capacity and key terms and conditions under each of these facilities.


33



Committed Bank Revolving Line of Credit Agreements—Unsecured

Our committed bank revolving lines of credit may be used for general corporate purposes; however, we generally rely on them as a backup source of liquidity for our member and dealer commercial paper. We had $3,085 million of commitments under committed bank revolving line of credit agreements as of November 30, 2017. Under our current committed bank revolving line of credit agreements, we have the ability to request up to $300 million of letters of credit, which would result in a reduction in the remaining available amount under the facilities.

On November 20, 2017, we amended and restated the three-year and five-year committed bank revolving line of credit agreements to extend the maturity dates to November 20, 2020 and November 20, 2022, respectively, and to terminate certain third-party bank commitments totaling $40 million under the three-year agreement and $40 million under the five- year agreement. As a result, the total commitment amount from third-parties under the three-year facility and the five-year facility is $1,493 million and $1,592 million, respectively, resulting in a combined total commitment amount under the two facilities of $3,085 million.

Table 26 presents the total commitment, the net amount available for use and the outstanding letters of credit under our committed bank revolving line of credit agreements as of November 30, 2017. We did not have any outstanding borrowings under our bank revolving line of credit agreements as of November 30, 2017.

Table 26: Committed Bank Revolving Line of Credit Agreements
 
 
November 30, 2017
 
 
 
 
(Dollars in millions)
 
Total Commitment
 
Letters of Credit Outstanding
 
Net Available for Advance
 
Maturity
 
Annual Facility Fee (1)
3-year agreement
 
$
1,493

 
$

 
$
1,493

 
November 20, 2020
 
7.5 bps
5-year agreement
 
1,592

 
2

 
1,590

 
November 20, 2022
 
10 bps
Total
 
$
3,085

 
$
2

 
$
3,083

 
 
 
 
____________________________ 
(1)Facility fee based on CFC’s senior unsecured credit ratings in accordance with the established pricing schedules at the inception of the related agreement.

Our committed bank revolving line of credit agreements do not contain a material adverse change clause or rating triggers that would limit the banks’ obligations to provide funding under the terms of the agreements; however, we must be in compliance with the covenants to draw on the facilities. We have been and expect to continue to be in compliance with the covenants under our committed bank revolving line of credit agreements. As such, we could draw on these facilities to repay dealer or member commercial paper that cannot be rolled over. See “Debt Covenants and Financial Ratios” below for additional information, including the specific financial ratio requirements under our committed bank revolving line of credit agreements.

Guaranteed Underwriter Program Committed Facilities—Secured

Under the Guaranteed Underwriter Program we can borrow from the Federal Financing Bank and use the proceeds to refinance existing indebtedness. As part of the program, we pay fees, based on outstanding borrowings, that support the USDA Rural Economic Development Loan and Grant program. The borrowings under this program are guaranteed by RUS.

On November 9, 2017, we closed on a $750 million committed loan facility (“Series M”) from the Federal Financing Bank under the Guaranteed Underwriter Program. Pursuant to this facility, we may borrow any time before July 15, 2022. Each advance is subject to quarterly amortization and a final maturity not longer than 20 years from the advance date. The closing of this committed loan facility increased the amount available for access under the Guaranteed Underwriter Program to $1,375 million as of November 30, 2017. Of this amount, $250 million is available for advance through January 15, 2019, $375 million is available for advance through October 15, 2019 and $750 million is available through July 15, 2022.

We are required to pledge eligible distribution system or power supply system loans as collateral in an amount at least equal to the total outstanding borrowings under the Guaranteed Underwriter Program. See “Consolidated Balance Sheet Analysis—Debt—Collateral Pledged” and “Note 4—Loans and Commitments” for additional information on pledged collateral.

34



Farmer Mac Revolving Note Purchase Agreements—Secured

As indicated in Table 25, we have two revolving note purchase agreements with Farmer Mac, which together allow us to borrow up to $4,800 million from Farmer Mac. Under the terms of the first revolving note purchase agreement with Farmer Mac dated March 24, 2011, as amended, we can borrow, subject to market conditions, up to $4,500 million at any time through January 11, 2020, and such date shall automatically extend on each anniversary date of the closing for an additional year, unless prior to any such anniversary date, Farmer Mac provides us with a notice that the draw period will not be extended beyond the remaining term. This revolving note purchase agreement allows us to borrow, repay and re-borrow funds at any time through maturity, as market conditions permit, provided that the outstanding principal amount at any time does not exceed the total available under the agreement. Each borrowing under the note purchase agreement is evidenced by a pricing agreement setting forth the interest rate, maturity date and other related terms as we may negotiate with Farmer Mac at the time of each such borrowing. We may select a fixed rate or variable rate at the time of each advance with a maturity as determined in the applicable pricing agreement. We had outstanding secured notes payable totaling $2,491 million and $2,513 million as of November 30, 2017 and May 31, 2017, respectively, under the Farmer Mac revolving note purchase agreement of $4,500 million. The available borrowing amount totaled $2,009 million as of November 30, 2017.

Under the terms of the second revolving note purchase agreement with Farmer Mac dated July 31, 2015, we can borrow up to $300 million at any time through July 31, 2018 at a fixed spread over LIBOR. This agreement also allows us to borrow, repay and re-borrow funds at any time through maturity, provided that the outstanding principal amount at any time does not exceed the total available under the agreement. We had no outstanding notes payable under this agreement as of November 30, 2017 and May 31, 2017. We currently do not expect to renew this agreement.

Pursuant to both Farmer Mac revolving note purchase agreements, we are required to pledge eligible distribution system or power supply system loans as collateral in an amount at least equal to the total principal amount of notes outstanding. See “Consolidated Balance Sheet Analysis—Debt—Collateral Pledged” and “Note 4—Loans and Commitments” for additional information on pledged collateral.

Short-Term Borrowings

We rely on short-term borrowings, which we refer to as our short-term funding portfolio, as a source to meet our daily, near-term funding needs. Our short-term funding portfolio consists of commercial paper, which we offer to members and dealers, select notes and daily liquidity fund notes offered to members, and bank-bid notes and medium-term notes offered to members and dealers. Table 27 displays the composition of our short-term borrowings as of November 30, 2017 and May 31, 2017.

Table 27: Short-Term Borrowings
 
 
November 30, 2017
 
May 31, 2017
(Dollars in thousands)
 
Amount
 Outstanding
 
% of Total Debt Outstanding
 
Amount
Outstanding
 
% of Total Debt Outstanding
Short-term borrowings:
 
 
 
 
 
 
 
 
Commercial paper:
 
 
 
 
 
 
 
 
Commercial paper sold through dealers, net of discounts
 
$
579,859

 
2
%
 
$
999,691

 
4
%
Commercial paper sold directly to members, at par
 
1,133,057

 
5

 
928,158

 
4

Total commercial paper
 
1,712,916

 
7

 
1,927,849

 
8

Select notes
 
770,376

 
3

 
696,889

 
3

Daily liquidity fund notes
 
866,065

 
4

 
527,990

 
2

Medium-term notes sold to members
 
207,835

 
1

 
190,172

 
1

Total short-term borrowings
 
$
3,557,192

 
15
%
 
$
3,342,900

 
14
%

Our short-term borrowings totaled $3,557 million and accounted for 15% of total debt outstanding as of November 30, 2017, compared with $3,343 million, or 14%, of total debt outstanding as of May 31, 2017. Of the total outstanding commercial paper, $580 million and $1,000 million was issued to dealers as of November 30, 2017 and May 31, 2017,

35



respectively. We intend to manage our short-term wholesale funding risk by maintaining outstanding dealer commercial paper at an amount below $1,250 million for the foreseeable future.

Long-Term and Subordinated Debt

Long-term and subordinated debt represents the most significant component of our funding. The issuance of long-term debt allows us to reduce our reliance on short-term borrowings and manage our refinancing and interest rate risk, due in part to the multi-year contractual maturity structure of long-term debt. In addition to access to private debt facilities, we also issue debt in the public capital markets. Under the SEC rules, we are classified as a “well-known seasoned issuer.” In November 2017, we filed a new shelf registration statement for our senior and subordinated debt securities under which we can register an unlimited amount of senior and subordinated debt securities, including medium-term notes, member capital securities and subordinated deferrable debt, until November 2020. Notwithstanding the foregoing, we have contractual limitations with respect to the amount of senior indebtedness we may incur. See “MD&A—Liquidity Risk” of our 2017 Form 10-K for additional information on our shelf registration statements with the SEC.

As discussed in Consolidated Balance Sheet Analysis—Debt, long-term and subordinated debt totaled $20,529 million and accounted for 85% of total debt outstanding as of November 30, 2017, compared with $20,117 million, or 86%, of total debt outstanding as of May 31, 2017. The increase in total debt outstanding, including long-term and subordinated debt, was primarily due to the issuance of debt to fund loan portfolio growth. Table 28 summarizes long-term and subordinated debt issuances and principal maturities and amortizations, including repurchases and redemptions, during the six months ended November 30, 2017.

Table 28: Issuances and Maturities of Long-Term and Subordinated Debt(1) 
 
 
Six Months Ended November 30, 2017
(Dollars in thousands)
 
Issuances
 
Maturities
 
Increase/Decrease
Long-term and subordinated debt activity:(1)
 
 
 
 
 
 
Collateral trust bonds
 
$

 
$
5,000

 
$
(5,000
)
Guaranteed Underwriter Program notes payable
 
100,000

 
25,556

 
74,444

Farmer Mac notes payable
 

 
21,925

 
(21,925
)
Medium-term notes sold to members
 
125,335

 
143,547

 
(18,212
)
Medium-term notes sold to dealers
 
402,592

 
7,791

 
394,801

Members’ subordinated certificates
 
3,989

 
23,340

 
(19,351
)
Total
 
$
631,916

 
$
227,159

 
$
404,757

____________________________ 
(1)Amounts exclude unamortized debt issuance costs and discounts.

Table 29 summarizes the scheduled amortization of the principal amount of long-term debt, subordinated deferrable debt and members’ subordinated certificates as of November 30, 2017.

Table 29: Principal Maturity of Long-Term and Subordinated Debt
(Dollars in thousands)
 
Amount
     Maturing (1)
 
% of Total
Fiscal year ending:
 
 
 
 
May 31, 2018
 
$
1,065,619

 
5
%
May 31, 2019
 
2,672,139

 
13

May 31, 2020
 
1,428,928

 
7

May 31, 2021
 
1,323,843

 
6

May 31, 2022
 
1,573,604

 
8

Thereafter
 
12,463,802

 
61

Total
 
$
20,527,935

 
100
%


36



____________________________ 
(1)Excludes $1 million in subscribed and unissued member subordinated certificates for which a payment has been received. Member loan subordinated certificates totaling $290 million amortize annually based on the unpaid principal balance of the related loan.

On January 2, 2018, we provided notice to RUS that on January 16, 2018 we will redeem $325 million of notes payable outstanding under the Guaranteed Underwriter Program, with an original maturity of April 15, 2026.

We provide additional information on our financing activities above under “Consolidated Balance Sheet Analysis—Debt.”

Investment Portfolio

In addition to our primary sources of liquidity discussed above, we have an investment portfolio, composed of time deposits, available-for-sale investment securities and held-to-maturity investment securities, which totaled $391 million and $319 million as of November 30, 2017 and May 31, 2017, respectively. We intend for our investment portfolio to remain adequately liquid to serve as a contingent supplemental source of liquidity for unanticipated liquidity needs.

During the second quarter of fiscal year 2018, we commenced the purchase of additional investment securities, consisting primarily of certificates of deposit, commercial paper, corporate debt securities, commercial mortgage-backed securities, and other asset-backed securities. Pursuant to our investment policy guidelines, all fixed-income securities, at the time of purchase, must be rated at least investment grade based on external credit ratings, when available, or the corresponding equivalent, when not available. Securities rated investment grade, that is those rated Baa3 or higher by Moody’s or BBB- or higher by S&P, are generally considered by the rating agencies to be of lower credit risk than non-investment grade securities. We have the positive intent and ability to hold these securities to maturity. As such, we have classified them as held to maturity on our condensed consolidated balance sheet.

Our investment portfolio is unencumbered and structured so that securities have active secondary or resale markets under normal market conditions. The objective of the portfolio is to achieve returns commensurate with the level of risk assumed subject to CFC’s investment policy guidelines and liquidity requirements.

We provide additional information on available-for-sale and held-to-maturity investment securities held in our our investment portfolio in “Note 3—Investment Securities.”

Projected Near-Term Sources and Uses of Liquidity

As discussed above, our primary sources of liquidity include cash flows from operations, our short-term funding portfolio, our liquidity reserve and the issuance of long-term and subordinated debt, as well as loan principal and interest payments. Our primary uses of liquidity include loan advances to members, principal and interest payments on borrowings, periodic settlement payments related to derivative contracts, costs related to the disposition of foreclosed assets and operating expenses.

Table 30 below displays our projected sources and uses of cash, by quarter, over the next six quarters through the quarter ending May 31, 2019. Our projected liquidity position, reflects our current plan to expand our investment portfolio. Our assumptions also include the following: (i) the estimated issuance of long-term debt, including collateral trust bonds and private placement of term debt, is based on maintaining a matched funding position within our loan portfolio with our bank revolving lines of credit serving as a backup liquidity facility for commercial paper and on maintaining outstanding dealer commercial paper at an amount below $1,250 million; (ii) long-term loan scheduled amortization payments represent the scheduled long-term loan payments for loans outstanding as of November 30, 2017, and our current estimate of long-term loan prepayments, which the amount and timing of are subject to change; (iii) other loan repayments and other loan advances primarily relate to line of credit repayments and advances; (iv) long-term debt maturities reflect scheduled maturities of outstanding term debt for the periods presented; and (v) long-term loan advances reflect our current estimate of member demand for loans, the amount and timing of which are subject to change.

37



Table 30: Projected Sources and Uses of Liquidity(1) 
 
 
Projected Sources of Liquidity
 
Projected Uses of Liquidity
 
 
(Dollars in millions)
 
Long-Term Debt Issuance
 
Anticipated Long-Term
Loan Repayments
(2)
 
Other Loan Repayments(3)
 
Total Projected
Sources of
Liquidity
 
Long-Term Debt Maturities(4)
 
Long-Term
 Loan Advances
 
Other Loan Advances(5)
 
Total Projected
Uses of
Liquidity
 
Other Sources/ (Uses) of Liquidity(6)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3Q FY 2018
 
$
1,070

 
$
309

 
$
36

 
$
1,415

 
$
1,141

 
$
741

 
$
62

 
$
1,944

 
$
463

4Q FY 2018
 
490

 
286

 

 
776

 
333

 
307

 

 
640

 
(141
)
1Q FY 2019
 
385

 
305

 
52

 
742

 
162

 
313

 

 
475

 
(262
)
2Q FY 2019
 
1,335

 
323

 

 
1,658

 
1,569

 
290

 
13

 
1,872

 
227

3Q FY 2019
 
845

 
291

 

 
1,136

 
696

 
493

 

 
1,189

 
28

4Q FY 2019
 
585

 
272

 

 
857

 
398

 
485

 

 
883

 
40

Total
 
$
4,710

 
$
1,786

 
$
88

 
$
6,584

 
$
4,299

 
$
2,629

 
$
75

 
$
7,003

 
$
355

____________________________ 
(1) The dates presented represent the end of each quarterly period through the quarter ending May 31, 2019.
(2) Anticipated long-term loan repayments include scheduled long-term loan amortizations, repricings and sales.
(3) Other loan repayments include anticipated short-term loan repayments.
(4) Long-term debt maturities also includes medium-term notes with an original maturity of one year or less and expected early redemptions of debt.
(5) Other loan advances include anticipated short-term loan advances.
(6) Includes net increase or decrease to dealer commercial paper, and purchases and maturity of investments.

As displayed in Table 30, we currently project long-term advances of $1,651 million over the next 12 months, which we anticipate will exceed anticipated loan repayments over the same period of $1,223 million by approximately $428 million. The estimates presented above are developed at a particular point in time based on our expected future business growth and funding. Our actual results and future estimates may vary, perhaps significantly, from the current projections, as a result of changes in market conditions, management actions or other factors.

Credit Ratings

Our funding and liquidity, borrowing capacity, ability to access capital markets and other sources of funds and the cost of these funds are partially dependent on our credit ratings. Rating agencies base their ratings on numerous factors, including liquidity, capital adequacy, industry position, member support, management, asset quality, quality of earnings and the probability of systemic support. Significant changes in these factors could result in different ratings. Table 31 displays our credit ratings as of November 30, 2017, which were unchanged as of the date of the filing of this Report.

Table 31: Credit Ratings
 
 
November 30, 2017
 
 
Moody’s
 
S&P
 
Fitch
Long-term issuer credit rating(1)
 
A2
 
A
 
A
Senior secured debt(2)
 
A1
 
A
 
  A+
Senior unsecured debt(3)
 
A2
 
A
 
A
Commercial paper
 
P-1
 
A-1
 
F1
Outlook
 
Stable
 
Stable
 
Stable
___________________________ 
(1) Based on our senior unsecured debt rating.
(2)Applies to our collateral trust bonds.
(3)Applies to our medium-term notes.

During the three months ended November 30, 2017, Moody’s and S&P affirmed our ratings and outlook. In order to access the commercial paper markets at attractive rates, we believe we need to maintain our current commercial paper credit ratings of P-1 by Moody’s, A-1 by S&P and F1 by Fitch. In addition, the notes payable to the Federal Financing Bank and guaranteed by RUS under the Guaranteed Underwriter Program contain a provision that if during any portion of the fiscal

38



year, our senior secured credit ratings do not have at least two of the following ratings: (i) A3 or higher from Moody’s, (ii) A- or higher from S&P, (iii) A- or higher from Fitch or (iv) an equivalent rating from a successor rating agency to any of the above rating agencies, we may not make cash patronage capital distributions in excess of 5% of total patronage capital. See “Credit Risk—Counterparty Credit Risk—Credit Risk-Related Contingent Features” above for information on credit rating provisions related to our derivative contracts.

Financial Ratios

Our debt-to-equity ratio decreased to 19.87-to-1 as of November 30, 2017, from 21.94-to-1 as of May 31, 2017, primarily due to an increase in equity resulting from our reported net income of $188 million for the six months ended November 30, 2017, which was partially offset by patronage capital retirement of $45 million in September 2017.

Our adjusted debt-to-equity ratio increased to 6.12-to-1 as of November 30, 2017, from 5.95-to-1 as of May 31, 2017, largely due to an increase in debt outstanding to fund loan growth. We provide a reconciliation of our adjusted debt-to-equity ratio to the most comparable GAAP measure and an explanation of the adjustments below in “Non-GAAP Financial Measures.”

Debt Covenants

As part of our short-term and long-term borrowing arrangements, we are subject to various financial and operational covenants. If we fail to maintain specified financial ratios, such failure could constitute a default by CFC of certain debt covenants under our committed bank revolving line of credit agreements and senior debt indentures. We were in compliance with all covenants and conditions under our committed bank revolving line of credit agreements and senior debt indentures as of November 30, 2017.

As discussed above in “Summary of Selected Financial Data,” the financial covenants set forth in our committed bank revolving line of credit agreements and senior debt indentures are based on adjusted financial measures, including adjusted TIER. We provide a reconciliation of adjusted TIER and other non-GAAP measures disclosed in this Report to the most comparable GAAP measures and an explanation of the adjustments below in “Non-GAAP Financial Measures.”
MARKET RISK

Interest rate risk represents our primary market risk. Interest rate risk is the risk arising from movements in interest rates that may result in differences between the timing of contractual maturities, re-pricing characteristics and prepayments on our assets and their related liabilities.

Interest Rate Risk Management

Our interest rate risk exposure is primarily related to the funding of the fixed-rate loan portfolio. Our Asset Liability Committee provides oversight over maintaining our interest rate position within a prescribed policy range using approved strategies. The Asset Liability Committee reviews a complete interest rate risk analysis, reviews proposed modifications, if any, to our interest rate risk management strategy and considers adopting strategy changes. Our Asset Liability Committee monitors interest rate risk and meets quarterly to review and discuss information such as national economic forecasts, federal funds and interest rate forecasts, interest rate gap analysis, our liquidity position, loan and debt maturities, short-term and long-term funding needs, anticipated loan demands, credit concentration risk, derivative counterparty exposure and financial forecasts. The Asset Liability Committee also discusses the composition of fixed-rate versus variable-rate lending, new funding opportunities, changes to the nature and mix of assets and liabilities for structural mismatches, and interest rate swap transactions.

Matched Funding Objective

Our funding objective is to manage the matched funding of asset and liability repricing terms within a range of adjusted total assets (calculated by excluding derivative assets from total assets) deemed appropriate by the Asset Liability Committee based on the current environment and extended outlook for interest rates. We refer to the difference between fixed-rate loans

39



scheduled for amortization or repricing and the fixed-rate liabilities and equity funding those loans as our interest rate gap. Our primary strategies for managing our interest rate risk include the use of derivatives and limiting the amount of fixed-rate assets that can be funded by variable-rate debt to a specified percentage of adjusted total assets based on market conditions.

We provide our members with many options on loans with regard to interest rates, the term for which the selected interest rate is in effect and the ability to convert or prepay the loan. Long-term loans generally have maturities of up to 35 years. Borrowers may select fixed interest rates for periods of one year through the life of the loan. We do not match fund the majority of our fixed-rate loans with a specific debt issuance at the time the loans are advanced. We fund the amount of fixed-rate assets that exceed fixed-rate debt and members’ equity with short-term debt, primarily commercial paper.

Interest Rate Gap Analysis

To monitor and mitigate interest rate risk in the funding of fixed-rate loans, we perform a monthly interest rate gap analysis that provides a comparison between fixed-rate assets repricing or maturing by year and fixed-rate liabilities and members’ equity maturing by year.

We maintain an unmatched position on our fixed-rate assets within a targeted range of adjusted total assets. The limited unmatched position is intended to provide flexibility to ensure that we are able to match the current maturing portion of long-term fixed rate loans based on maturity date and the opportunity in the current low interest rate environment to increase the gross yield on our fixed rate assets without taking what we would consider to be excessive risk.

Table 32 displays the scheduled amortization and repricing of fixed-rate assets and liabilities outstanding as of November 30, 2017. We exclude variable-rate loans from our interest rate gap analysis as we do not consider the interest rate risk on these loans to be significant because they are subject to repricing at least monthly. Loans with variable interest rates accounted for 10% and 9% of our total loan portfolio as of November 30, 2017 and May 31, 2017, respectively. Fixed-rate liabilities include debt issued at a fixed rate as well as variable-rate debt swapped to a fixed rate using interest rate swaps. Fixed-rate debt swapped to a variable rate using interest rate swaps is excluded from the analysis since it is used to match fund the variable-rate loan pool. With the exception of members’ subordinated certificates, which are generally issued with extended maturities, and commercial paper, our liabilities have average maturities that closely match the repricing terms (but not the maturities) of our fixed-rate loans.

Table 32: Interest Rate Gap Analysis
(Dollars in millions)
 
Prior to 5/31/18
 
Two Years 6/1/18 to 5/31/20
 
Two Years 6/1/20 to
5/31/22
 
Five Years 6/1/22 to
5/31/27
 
10 Years 6/1/27 to 5/31/37
 
6/1/37 and Thereafter
 
Total
Asset amortization and repricing
 
$
987

 
$
3,409

 
$
2,847

 
$
5,551

 
$
6,652

 
$
2,970

 
$
22,416

Liabilities and members’ equity:
 
 

 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
 
$
1,909

 
$
3,687

 
$
2,249

 
$
5,331

 
$
4,206

 
$
1,298

 
$
18,680

Subordinated certificates
 
11

 
36

 
69

 
946

 
162

 
665

 
1,889

Members’ equity (1)
 

 
23

 
24

 
108

 
297

 
856

 
1,308

Total liabilities and members’ equity(2)
 
$
1,920

 
$
3,746

 
$
2,342

 
$
6,385

 
$
4,665

 
$
2,819

 
$
21,877

Gap (3)
 
$
(933
)
 
$
(337
)
 
$
505

 
$
(834
)
 
$
1,987

 
$
151

 
$
539

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cumulative gap
 
(933
)
 
(1,270
)
 
(765
)
 
(1,599
)
 
388

 
539

 
 
Cumulative gap as a % of total assets
 
(3.61
)%
 
(4.91
)%
 
(2.96
)%
 
(6.18
)%
 
1.50
%
 
2.08
%
 
 
Cumulative gap as a % of adjusted total assets(4)
 
(3.62
)
 
(4.92
)
 
(2.97
)
 
(6.20
)
 
1.50

 
2.09

 
 
____________________________ 
(1)Includes the portion of the allowance for loan losses and subordinated deferrable debt allocated to fund fixed-rate assets and excludes noncash adjustments from the accounting for derivative financial instruments.
(2) Debt is presented based on call date.
(3)Calculated based on the amount of assets amortizing and repricing less total liabilities and members’ equity.
(4)Adjusted total assets represents total assets reported in our condensed consolidated balance sheets less derivative assets.


40



The difference, or interest rate gap, of $539 million between the fixed-rate loans scheduled for amortization or repricing of $22,416 million and the fixed-rate liabilities and equity funding the loans of $21,877 million presented in Table 32 reflects the amount of fixed-rate assets that are funded with short-term and variable-rate debt as of November 30, 2017. The gap of $539 million represented 2.08% of total assets and 2.09% of adjusted total assets (total assets excluding derivative assets) as of November 30, 2017. As discussed above, we manage this gap within a prescribed range because funding long-term, fixed-rate loans with short-term and variable-rate debt may expose us to higher interest rate and liquidity risk.
NON-GAAP FINANCIAL MEASURES

In addition to financial measures determined in accordance with GAAP, management evaluates performance based on certain non-GAAP measures, which we refer to as “adjusted” measures. We provide a discussion of each of these non-GAAP measures in our 2017 Form 10-K under “Item 7. MD&A—Non-GAAP Measures.” Below we provide a reconciliation of our adjusted measures to the most comparable GAAP measures in this section. We believe our non-GAAP adjusted metrics, which are not a substitute for GAAP and may not be consistent with similarly titled non-GAAP measures used by other companies, provide meaningful information and are useful to investors because management uses these metrics to compare operating results across financial reporting periods, for internal budgeting and forecasting purposes, for compensation decisions and for short- and long-term strategic planning decisions. In addition, certain of the financial covenants in our committed bank revolving line of credit agreements and debt indentures are based on our adjusted measures.

Statements of Operations Non-GAAP Adjustments

Table 33 provides a reconciliation of adjusted interest expense, adjusted net interest income and adjusted net income to the comparable GAAP measures three and six months ended November 30, 2017 and 2016. The adjusted amounts are used in the calculation of our adjusted net interest yield and adjusted TIER.

Table 33: Adjusted Financial Measures — Income Statement
 
 
Three Months Ended November 30,
 
Six Months Ended November 30,
(Dollars in thousands)
 
2017
 
2016
 
2017
 
2016
Interest expense
 
$
(195,170
)
 
$
(183,654
)
 
$
(387,901
)
 
$
(364,734
)
Include: Derivative cash settlements
 
(19,635
)
 
(21,587
)
 
(39,857
)
 
(44,977
)
Adjusted interest expense
 
$
(214,805
)
 
$
(205,241
)
 
$
(427,758
)
 
$
(409,711
)
 
 
 
 
 
 
 
 
 
Net interest income
 
$
70,653

 
$
73,502

 
$
143,837

 
$
149,257

Include: Derivative cash settlements
 
(19,635
)
 
(21,587
)
 
(39,857
)
 
(44,977
)
Adjusted net interest income
 
$
51,018

 
$
51,915

 
$
103,980

 
$
104,280

 
 
 
 
 
 
 
 
 
Net income
 
$
178,723

 
$
395,304

 
$
187,738

 
$
263,043

Exclude: Derivative forward value gains
 
145,228

 
362,247

 
119,252

 
197,344

Adjusted net income
 
$
33,495

 
$
33,057

 
$
68,486

 
$
65,699


We consider the cost of derivatives to be an inherent cost of funding and hedging our loan portfolio and, therefore, economically similar to the interest expense that we recognize on debt issued for funding. We therefore include derivative cash settlements in our adjusted interest expense and exclude the unrealized forward value of derivatives from our adjusted net income.







41



TIER and Adjusted TIER

Table 34 presents our TIER and adjusted TIER for the three and six months ended November 30, 2017 and 2016.

Table 34: TIER and Adjusted TIER
 
 
Three Months Ended November 30,
 
Six Months Ended November 30,
 
 
2017
 
2016
 
2017
 
2016
TIER (1)
 
1.92

 
3.15

 
1.48

 
1.72

 
 
 
 
 
 
 
 
 
Adjusted TIER (2)
 
1.16

 
1.16

 
1.16

 
1.16

____________________________ 
(1) TIER is calculated based on net income plus interest expense for the period divided by interest expense for the period.
(2) Adjusted TIER is calculated based on adjusted net income plus adjusted interest expense for the period divided by adjusted interest expense for the period.
 
Debt-to-Equity and Adjusted Debt-to-Equity

Table 35 provides a reconciliation between the liabilities and equity used to calculate the debt-to-equity and the adjusted debt-to-equity ratios as of November 30, 2017 and May 31, 2017. As indicated in the table below, subordinated debt is treated in the same manner as equity in calculating our adjusted-debt-to-equity ratio.

Table 35: Adjusted Financial Measures — Balance Sheet
(Dollars in thousands)
 
November 30, 2017

May 31, 2017
Total liabilities
 
$
24,640,195

 
$
24,106,887

Exclude:
 
 
 
 
Derivative liabilities
 
304,307

 
385,337

Debt used to fund loans guaranteed by RUS
 
164,172

 
167,395

Subordinated deferrable debt
 
742,341

 
742,274

Subordinated certificates
 
1,399,675

 
1,419,025

Adjusted total liabilities
 
$
22,029,700

 
$
21,392,856

 
 
 
 
 
Total equity
 
$
1,240,048

 
$
1,098,805

Include:
 

 
 
Subordinated deferrable debt
 
742,341

 
742,274

Subordinated certificates
 
1,399,675

 
1,419,025

Total subordinated debt and certificates
 
2,142,016

 
2,161,299

Exclude:
 
 
 
 
Prior year-end cumulative derivative forward value losses
 
(340,976
)
 
(520,357
)
Current year derivative forward value gains
 
119,252

 
179,381

Total cumulative derivative forward value losses
 
(221,724
)
 
(340,976
)
Accumulated other comprehensive income (1)
 
3,316

 
3,702

Adjusted total equity
 
$
3,600,472

 
$
3,597,378

____________________________ 
(1) Represents the AOCI related to derivatives. See “Note 9—Equity” for a breakout of our AOCI components.







42



Table 36 displays the calculations of our debt-to-equity and adjusted debt-to-equity ratios as of November 30, 2017 and May 31, 2017.

Table 36: Debt-to-Equity Ratio
 
 
November 30, 2017
 
May 31, 2017
Debt-to-equity ratio (1)
 
19.87

 
21.94

Adjusted debt-to-equity ratio (2)
 
6.12

 
5.95

____________________________ 
(1) Calculated based on total liabilities as of the end of the period divided by total equity as of the end of the period.
(2) Calculated based on adjusted total liabilities at period end divided by adjusted total equity at period end.

43



Item 1.
Financial Statements

 
 
 
Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


44


NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

 
 
Three Months Ended November 30,
 
Six Months Ended November 30,
(Dollars in thousands)
 
2017
 
2016
 
2017

2016
Interest income
 
$
265,823

 
$
257,156

 
$
531,738

 
$
513,991

Interest expense
 
(195,170
)
 
(183,654
)
 
(387,901
)
 
(364,734
)
Net interest income
 
70,653

 
73,502

 
143,837

 
149,257

Benefit (provision) for loan losses
 
304

 
(738
)
 
602

 
(2,666
)
Net interest income after benefit (provision) for loan losses
 
70,957

 
72,764

 
144,439

 
146,591

Non-interest income:
 
 

 
 

 
 

 
 

Fee and other income
 
5,542

 
5,097

 
9,487

 
9,627

Derivative gains
 
125,593

 
340,660

 
79,395

 
152,367

Results of operations of foreclosed assets
 
(10
)
 
(549
)
 
(34
)
 
(1,661
)
Total non-interest income
 
131,125

 
345,208

 
88,848

 
160,333

Non-interest expense:
 
 

 
 

 
 

 
 

Salaries and employee benefits
 
(12,009
)
 
(11,451
)
 
(23,832
)
 
(22,875
)
Other general and administrative expenses
 
(9,905
)
 
(9,181
)
 
(19,718
)
 
(18,616
)
Other non-interest expense
 
(618
)
 
(517
)
 
(1,140
)
 
(960
)
Total non-interest expense
 
(22,532
)
 
(21,149
)
 
(44,690
)
 
(42,451
)
Income before income taxes
 
179,550

 
396,823

 
188,597

 
264,473

Income tax expense
 
(827
)
 
(1,519
)
 
(859
)
 
(1,430
)
Net income
 
178,723

 
395,304

 
187,738

 
263,043

Less: Net income attributable to noncontrolling interests
 
(1,150
)
 
(2,575
)
 
(1,032
)
 
(1,885
)
Net income attributable to CFC
 
$
177,573

 
$
392,729

 
$
186,706

 
$
261,158

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See accompanying notes to condensed consolidated financial statements.



45









NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
        CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)

 
 
Three Months Ended November 30,
 
Six Months Ended November 30,
(Dollars in thousands)
 
2017
 
2016
 
2017
 
2016
Net income
 
$
178,723

 
$
395,304

 
$
187,738

 
$
263,043

Other comprehensive income (loss):
 
 

 
 

 
 

 
 

Unrealized gains (losses) on available-for-sale investment securities
 
8

 
(1,761
)
 
(1,143
)
 
(1,772
)
Reclassification of losses on foreclosed assets to net income
 

 

 

 
9,823

Reclassification of derivative gains to net income
 
(194
)
 
(199
)
 
(386
)
 
(396
)
Defined benefit plan adjustments
 
126

 
44

 
253

 
88

Other comprehensive income (loss)
 
(60
)
 
(1,916
)
 
(1,276
)
 
7,743

Total comprehensive income
 
178,663

 
393,388

 
186,462

 
270,786

Less: Total comprehensive income attributable to noncontrolling interests
 
(1,150
)
 
(2,575
)
 
(1,032
)
 
(1,885
)
Total comprehensive income attributable to CFC
 
$
177,513

 
$
390,813

 
$
185,430

 
$
268,901

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See accompanying notes to condensed consolidated financial statements.
 

46






NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
       CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
 
(Dollars in thousands)
 
November 30, 2017

May 31, 2017
Assets:
 
 
 
 
Cash and cash equivalents
 
$
280,315

 
$
166,615

Restricted cash
 
11,323

 
21,806

Time deposits
 
51,000

 
226,000

Investment securities:
 
 
 
 
Available for sale, at fair value
 
91,411

 
92,554

Held to maturity, at amortized cost
 
248,155

 

Total investment securities
 
339,566

 
92,554

Loans to members
 
24,824,691

 
24,367,044

Less: Allowance for loan losses
 
(36,774
)
 
(37,376
)
Loans to members, net
 
24,787,917

 
24,329,668

Accrued interest receivable
 
116,770

 
111,493

Other receivables
 
38,410

 
45,469

Fixed assets, net
 
125,444

 
122,260

Derivative assets
 
87,453

 
49,481

Other assets
 
42,045

 
40,346

Total assets
 
$
25,880,243

 
$
25,205,692

 
 
 
 
 
Liabilities:
 


 
 
Accrued interest payable
 
$
143,085

 
$
137,476

Debt outstanding:
 
 
 
 
Short-term borrowings
 
3,557,192

 
3,342,900

Long-term debt
 
18,386,819

 
17,955,594

Subordinated deferrable debt
 
742,341

 
742,274

Members’ subordinated certificates:
 
 

 
 

Membership subordinated certificates
 
630,391

 
630,098

Loan and guarantee subordinated certificates
 
548,187

 
567,830

Member capital securities
 
221,097

 
221,097

Total members’ subordinated certificates
 
1,399,675

 
1,419,025

Total debt outstanding
 
24,086,027

 
23,459,793

Deferred income
 
67,690

 
73,972

Derivative liabilities
 
304,307

 
385,337

Other liabilities
 
39,086

 
50,309

Total liabilities
 
24,640,195

 
24,106,887

 
 
 
 
 
Commitments and contingencies
 


 


 
 
 
 
 
Equity:
 
 
 
 
CFC equity:
 
 

 
 

Retained equity
 
1,197,730

 
1,056,778

Accumulated other comprehensive income
 
11,899

 
13,175

Total CFC equity
 
1,209,629

 
1,069,953

Noncontrolling interests
 
30,419

 
28,852

Total equity
 
1,240,048

 
1,098,805

Total liabilities and equity
 
$
25,880,243

 
$
25,205,692

 
 
 
 
 
 
 
 
 
 
See accompanying notes to condensed consolidated financial statements.

47






NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
 CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)

(Dollars in thousands)
 
Membership
Fees and
Educational
Fund
 
Patronage
Capital
Allocated
 
Members’
Capital
Reserve
 
Unallocated
Net Income
(Loss)
 
CFC
Retained
Equity
 
Accumulated
Other
Comprehensive
Income
 
Total
CFC
Equity
 
Non-controlling
Interests
 
Total
Equity
Balance as of May 31, 2017
 
$
2,900

 
$
761,701

 
$
630,305

 
$
(338,128
)
 
$
1,056,778

 
$
13,175

 
$
1,069,953

 
$
28,852

 
$
1,098,805

Net income
 

 

 

 
186,706

 
186,706

 

 
186,706

 
1,032

 
187,738

Other comprehensive loss
 

 

 

 

 

 
(1,276
)
 
(1,276
)
 


 
(1,276
)
Patronage capital retirement
 

 
(45,220
)
 

 

 
(45,220
)
 

 
(45,220
)
 

 
(45,220
)
Other
 
(534
)
 

 

 

 
(534
)
 

 
(534
)
 
535

 
1

Balance as of November 30, 2017
 
$
2,366

 
$
716,481

 
$
630,305

 
$
(151,422
)
 
$
1,197,730

 
$
11,899

 
$
1,209,629

 
$
30,419

 
$
1,240,048

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance as of May 31, 2016
 
$
2,772

 
$
713,853

 
$
587,219

 
$
(513,610
)
 
$
790,234

 
$
1,058

 
$
791,292

 
$
26,086

 
$
817,378

Net income
 

 

 

 
261,158

 
261,158

 

 
261,158

 
1,885

 
263,043

Other comprehensive income
 

 

 

 

 

 
7,743

 
7,743

 

 
7,743

Patronage capital retirement
 

 
(42,129
)
 

 

 
(42,129
)
 

 
(42,129
)
 

 
(42,129
)
Other
 
(578
)
 

 

 

 
(578
)
 

 
(578
)
 
620

 
42

Balance as of November 30, 2016
 
$
2,194

 
$
671,724

 
$
587,219

 
$
(252,452
)
 
$
1,008,685

 
$
8,801

 
$
1,017,486

 
$
28,591

 
$
1,046,077

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
See accompanying notes to condensed consolidated financial statements.


48






NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
 
Six Months Ended November 30,
(Dollars in thousands)
 
2017
 
2016
Cash flows from operating activities:
 
 
 
 
Net income
 
$
187,738

 
$
263,043

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Amortization of deferred loan fees
 
(6,149
)
 
(6,024
)
Amortization of debt issuance costs and deferred charges
 
5,148

 
4,619

Amortization of discount on long-term debt
 
4,943

 
4,666

Amortization of issuance costs for bank revolving bank line of credit
 
2,768

 
2,925

Depreciation and amortization of fixed assets
 
3,769

 
3,578

Provision (benefit) for loan losses
 
(602
)
 
2,666

Results of operations of foreclosed assets
 

 
1,661

Derivative forward value gains
 
(119,252
)
 
(197,344
)
Changes in operating assets and liabilities:
 
 
 
 
Accrued interest receivable
 
(5,277
)
 
520

Accrued interest payable
 
5,609

 
2,559

Deferred income
 
(133
)
 
1,784

Other
 
(7,589
)
 
(5,711
)
Net cash provided by operating activities
 
70,973

 
78,942

 
 
 
 
 
Cash flows from investing activities:
 
 
 
 
Advances on loans
 
(4,185,985
)
 
(3,925,089
)
Principal collections on loans
 
3,728,773

 
3,295,412

Net investment in fixed assets
 
(6,437
)
 
(11,294
)
Net cash proceeds from sale of foreclosed assets
 

 
47,094

Proceeds from foreclosed assets
 

 
4,036

Net proceeds from (investments in) time deposits
 
175,000

 
(300,000
)
Purchases of held-to-maturity investments
 
(248,181
)
 

Change in restricted cash
 
10,483

 
(17,644
)
Net cash used in investing activities
 
(526,347
)
 
(907,485
)
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
Proceeds from short-term borrowings, net
 
181,501

 
750,466

Proceeds from short-term borrowings with original maturity greater than 90 days
 
570,060

 
443,960

Repayments of short term-debt with original maturity greater than 90 days
 
(537,269
)
 
(469,314
)
Payments for issuance costs for revolving bank lines of credit
 
(2,402
)
 
(2,478
)
Proceeds from issuance of long-term debt, net of issuance costs
 
625,021

 
690,277

Payments for retirement of long-term debt
 
(203,819
)
 
(555,874
)
Payments for issuance costs for subordinated deferrable debt
 

 
(68
)
Proceeds from issuance of members’ subordinated certificates
 
3,989

 
1,660

Payments for retirement of members’ subordinated certificates
 
(23,340
)
 
(3,020
)
Payments for retirement of patronage capital
 
(44,667
)
 
(41,510
)
Net cash provided by financing activities
 
569,074

 
814,099

Net increase (decrease) in cash and cash equivalents
 
113,700

 
(14,444
)
Beginning cash and cash equivalents
 
166,615

 
204,540

Ending cash and cash equivalents
 
$
280,315

 
$
190,096

 
 
 
 
 
Supplemental disclosure of cash flow information:
 
 
 
 
Cash paid for interest
 
$
374,098

 
$
349,965

Cash paid for income taxes
 
152

 
383

 
 
 
 
 
See accompanying notes to condensed consolidated financial statements.

49





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company

National Rural Utilities Cooperative Finance Corporation (“CFC”) is a member-owned cooperative association incorporated under the laws of the District of Columbia in April 1969. CFC’s principal purpose is to provide its members with financing to supplement the loan programs of the Rural Utilities Service (“RUS”) of the United States Department of Agriculture (“USDA”). CFC makes loans to its rural electric members so they can acquire, construct and operate electric distribution, generation, transmission and related facilities. CFC also provides its members with credit enhancements in the form of letters of credit and guarantees of debt obligations. As a cooperative, CFC is owned by and exclusively serves its membership, which consists of not-for-profit entities or subsidiaries or affiliates of not-for-profit entities. CFC is exempt from federal income taxes.

Basis of Presentation and Use of Estimates

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and should be read in conjunction with the audited consolidated financial statements, and related notes thereto, included in CFC’s Annual Report on Form 10-K for the fiscal year ended May 31, 2017 (“2017 Form 10-K”). We believe that all necessary adjustments, which consisted only of normal recurring items, have been included in the accompanying financial statements to present fairly the results of the interim periods. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and related disclosures. While management makes its best judgment, actual amounts or results could differ from these estimates. Our most significant estimates and assumptions involve determining the allowance for loan losses and the fair value of financial assets and liabilities. The results of operations in the interim financial statements is not necessarily indicative of the results that may be expected for other interim periods or for the full fiscal year ending May 31, 2018.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of CFC, variable interest entities (“VIEs”) where CFC is the primary beneficiary and subsidiary entities created and controlled by CFC to hold foreclosed assets. CFC did not have any entities that held foreclosed assets as of November 30, 2017 or May 31, 2017. All intercompany balances and transactions have been eliminated. National Cooperative Services Corporation (“NCSC”) and Rural Telephone Finance Cooperative (“RTFC”) are VIEs which are required to be consolidated by CFC. NCSC is a taxable member-owned cooperative that may provide financing to members of CFC, government or quasi-government entities which own electric utility systems that meet the Rural Electrification Act definition of “rural”, and for-profit and nonprofit entities that are owned, operated or controlled by, or provide significant benefits to certain members of CFC. RTFC is a taxable Subchapter T cooperative association that provides financing for its rural telecommunications members and their affiliates. Unless stated otherwise, references to “we,” “our” or “us” relate to CFC and its consolidated entities.

Restricted Cash

Restricted cash, which totaled $11 million and $22 million as of November 30, 2017 and May 31, 2017, respectively, consisted primarily of funds held in escrow. On July 1, 2016, CFC completed the sale of Caribbean Asset Holdings, LLC (“CAH”), an entity that held foreclosed assets, to ATN VI Holdings, LLC. In connection with the sale, $16 million of the sale proceeds was deposited into escrow to fund potential indemnification claims for a period of 15 months following the closing. On September 27, 2017, we received a claim notice from the purchaser of CAH asserting potential indemnification claims and seeking funding from the escrow. On November 10, 2017, funds held in escrow totaling $13 million were released to CFC. The remaining $3 million remains in escrow for claims under evaluation for indemnification.

50





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Interest Income

The following table presents interest income, by interest-earning asset category, for the three and six months ended November 30, 2017 and 2016.

 
 
Three Months Ended November 30,
 
Six Months Ended November 30,
(Dollars in thousands)
 
2017
 
2016
 
2017

2016
Interest income by interest-earning asset type:
 
 
 
 
 
 
 
 
Long-term fixed-rate loans(1)
 
$
248,926

 
$
243,817

 
$
498,290

 
$
487,945

Long-term variable-rate loans
 
6,097

 
4,987

 
11,960

 
9,514

Line of credit loans
 
8,588

 
5,553

 
17,295

 
11,519

TDR loans(2)
 
222

 
231

 
448

 
449

Other income, net(3)
 
(306
)
 
(281
)
 
(538
)
 
(565
)
Total loans
 
263,527

 
254,307

 
527,455

 
508,862

Cash, time deposits and investment securities
 
2,296

 
2,849

 
4,283

 
5,129

Total interest income
 
$
265,823

 
$
257,156

 
$
531,738

 
$
513,991

____________________________ 
(1)Includes loan conversion fees, which are generally deferred and recognized as interest income using the effective interest method.
(2)Troubled debt restructuring (“TDR”) loans.
(3)Consists of late payment fees and net amortization of deferred loan fees and loan origination costs.

Deferred income of $68 million and $74 million as of November 30, 2017 and May 31, 2017, respectively, consists primarily of deferred loan conversion fees totaling $63 million and $68 million, respectively.

Interest Expense

The following table presents interest expense, by debt product type, for the three and six months ended November 30, 2017 and 2016.
 
 
Three Months Ended November 30,
 
Six Months Ended November 30,
(Dollars in thousands)
 
2017
 
2016
 
2017
 
2016
Interest expense by debt product type:(1)(2)
 
 
 
 
 
 
 
 
Short-term borrowings
 
$
10,116

 
$
5,409

 
$
20,655

 
$
10,291

Medium-term notes
 
27,544

 
24,705

 
52,660

 
48,290

Collateral trust bonds
 
85,321

 
84,951

 
170,598

 
170,000

Guaranteed Underwriter Program notes payable
 
35,688

 
36,216

 
71,290

 
71,988

Farmer Mac notes payable
 
11,947

 
7,587

 
23,437

 
14,486

Other notes payable
 
391

 
458

 
781

 
916

Subordinated deferrable debt
 
9,417

 
9,411

 
18,833

 
18,837

Subordinated certificates
 
14,746

 
14,917

 
29,647

 
29,926

Total interest expense
 
$
195,170

 
$
183,654

 
$
387,901

 
$
364,734

____________________________ 
(1) Includes amortization of debt discounts and debt issuance costs, which are generally deferred and recognized as interest expense using the effective interest method. Issuance costs related to dealer commercial paper, however, are recognized as interest expense immediately as incurred.

51





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(2) Includes fees related to funding arrangements, such as up-front fees paid to banks participating in our committed bank revolving line of credit agreements. Depending on the nature of the fee, amounts may be deferred and recognized as interest expense ratably over the term of the arrangement or recognized immediately as incurred. 

Recently Issued But Not Yet Adopted Accounting Standards and Tax Reform

Tax Cuts and Jobs Act

On December 22, 2017, the President of the United States signed and enacted into law H.R. 1, the Tax Cuts and Jobs Act (“The Act”), which, except for certain provisions, is effective for tax years beginning on or after January 1, 2018. The Act significantly changes existing U.S. tax law and includes numerous provisions that will affect businesses. One of the primary changes is a reduction in the federal statutory corporate U.S. income tax rate to 21% percent from 35% and other changes that impact business-related exclusions, deductions and credits. CFC is exempt from federal income tax under Section 501(c)(4) of the Internal Revenue Code. NCSC is subject to federal income tax; however, NCSC’s annual taxable income and federal income tax is not material to our consolidated results of operations, financial position or liquidity. RTFC is subject to federal income tax; however, the allocation of patronage capital to its members is a deduction that historically has resulted in a significant reduction in its annual taxable income and federal income tax. Therefore, we do not expect The Act to have a material impact on our consolidated results of operations, financial condition or liquidity.

Derivatives and Hedging—Targeted Improvements to Accounting for Hedging Activities

In August 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-12, Derivatives and Hedging—Targeted Improvements to Accounting for Hedging Activities, which is intended to simplify and amend the application of hedge accounting to more clearly portray the economics of an entity’s risk management strategies in its financial statements. The new guidance will make more financial and nonfinancial hedging strategies eligible for hedge accounting, reduce complexity in fair value hedges of interest rate risk and eases certain documentation and assessment requirements of hedge effectiveness. It also changes how companies assess effectiveness and amends the presentation and disclosure requirements. The guidance is effective for public entities for fiscal years beginning after December 15, 2018, including interim periods within those years. Early adoption is permitted in any interim period or fiscal year before the effective date. The guidance is effective for us beginning June 1, 2019. We currently do not apply hedge accounting. If we continue to not apply hedge accounting to our derivatives, the adoption of the new guidance will have no impact on our consolidated financial statements.
 
Receivables—Nonrefundable Fees and Other Cost

In March 2017, FASB issued ASU 2017-08, Receivables—Nonrefundable Fees and Other Costs, which shortens the amortization period for the premium on certain purchased callable debt securities, that have a set call date and price, to the earliest call date. The guidance is effective for public entities in fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. This update is effective for us beginning June 1, 2019. The adoption of this guidance will change the amortization period to the earliest call date for our purchased callable debt securities held at a premium; however, we do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements.

Statement of Cash Flows—Restricted Cash

In November 2016, FASB issued ASU 2016-18, Statement of Cash Flows—Restricted Cash, which requires that a statement of cash flows explains the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The guidance is effective for public entities in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. This update is effective for us beginning June

52





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1, 2018. The adoption of this guidance will change the presentation of restricted cash presented on our statement of cash flows; however, it will have no impact on our consolidated results of operations, financial condition or liquidity.

Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments, which changes the accounting for credit losses on certain financial assets to an expected loss model from the incurred loss model currently in use. The new guidance will likely result in earlier recognition of credit losses based on measuring the expected credit losses over the estimated life of financial assets held at each reporting date. The expected loss model will be the basis for determining the allowance for credit losses for loans and leases, unfunded lending commitments, held-to-maturity debt securities and other debt instruments measured at amortized cost. In addition, the new guidance modifies the other-than-temporary impairment model for available-for-sale debt securities to require the recognition of credit losses through a valuation allowance, which allows for the reversal of credit impairments in future periods. 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. This update is effective for us beginning June 1, 2020. Upon adoption, we will be required to record a cumulative-effect adjustment to retained earnings. The impact on our consolidated financial statements from the adoption of this new guidance will depend on the composition and risk profile of our loan portfolio as of the date of adoption. We do not expect to early adopt this guidance.

Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities

In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, which amends certain aspects of the recognition, measurement, presentation and disclosure of certain financial instruments, including equity investments and liabilities measured at fair value under the fair value option. The guidance also updates fair value presentation and disclosure requirements for financial instruments measured at amortized cost. The ASU requires investments in equity securities that do not result in consolidation and are not accounted for under the equity method to be measured at fair value with changes in the fair value recognized through net income, unless one of two available exceptions apply. For financial liabilities where the fair value option has been elected, the portion of the total change in fair value caused by changes in the company’s own credit risk is required to be presented separately in OCI. The classification and measurement guidance is effective for public entities in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. This update will be effective for us beginning June 1, 2018. Upon adoption, we will be required to reclassify the gain (loss) related to our equity investment securities classified as available-for-sale from accumulated other comprehensive income (“AOCI”) to retained earnings as a cumulative-effect adjustment and begin recording future changes in fair value through earnings. We had a gain of $11 million recorded in AOCI for our available-for-sale equity investments as of November 30, 2017. The impact on our consolidated financial statements at adoption will depend on the net unrealized gains (losses) recorded in AOCI for these equity investments as of the date of adoption.

Revenue from Contracts with Customers

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which modifies the guidance used to recognize revenue from contracts with customers for transfers of goods or services and transfers of nonfinancial assets, unless those contracts are within the scope of other guidance. The new guidance is effective for us beginning June 1, 2018. Because the scope of the guidance explicitly excludes net interest income as well as many other revenues for financial assets and liabilities including loans, securities, and derivatives, which account for the substantial majority of our revenues, we do not expect that the adoption of the guidance will have a material impact, if any, on our consolidated financial statements.

53





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 2—VARIABLE INTEREST ENTITIES

NCSC and RTFC meet the definition of a VIE because they do not have sufficient equity investment at risk to finance their activities without financial support. CFC is the primary source of funding for NCSC and the sole source of funding for RTFC. Under the terms of management agreements, CFC manages the business operations of NCSC and RTFC. CFC also unconditionally guarantees full indemnification for any loan losses of NCSC and RTFC pursuant to guarantee agreements with each company. CFC earns management and guarantee fees from its agreements with NCSC and RTFC.

NCSC and RTFC creditors have no recourse against CFC in the event of a default by NCSC and RTFC, unless there is a guarantee agreement under which CFC has guaranteed NCSC or RTFC debt obligations to a third party. The following table provides information on incremental consolidated assets and liabilities of VIE’s included in CFC’s condensed consolidated financial statements, after applying intercompany eliminations, as of November 30, 2017 and May 31, 2017.

(Dollars in thousands)
 
November 30, 2017
 
May 31, 2017
Total loans outstanding
 
$
1,111,438

 
$
968,343

Other assets
 
10,477

 
10,157

Total assets
 
$
1,121,915

 
$
978,500

 
 
 
 
 
Long-term debt
 
$
10,000

 
$
10,000

Other liabilities
 
38,202

 
36,899

Total liabilities
 
$
48,202

 
$
46,899


The following table provides information on CFC’s credit commitments to NCSC and RTFC, and its potential exposure to loss as of November 30, 2017 and May 31, 2017.

(Dollars in thousands)
 
November 30, 2017

May 31, 2017
CFC credit commitments
 
$
5,500,000

 
$
5,500,000

Outstanding commitments:
 
 
 
 
Borrowings payable to CFC(1)
 
1,075,319

 
931,686

CFC third-party guarantees
 
16,801

 
14,697

Other credit enhancements
 
19,052

 
20,963

Total credit enhancements
 
35,853

 
35,660

Total outstanding commitments
 
1,111,172

 
967,346

CFC available credit commitments
 
$
4,388,828

 
$
4,532,654

____________________________
(1) Borrowings payable to CFC are eliminated in consolidation.

CFC loans to NCSC and RTFC are secured by all assets and revenues of NCSC and RTFC. CFC’s maximum potential exposure for the credit enhancements totaled $39 million. The maturities for obligations guaranteed by CFC extend through 2031.

54





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 3—INVESTMENT SECURITIES

We record purchases and sales of securities on a trade-date basis. The accounting and measurement framework for investment securities differs depending on the security classification. We currently classify and account for our investment securities as either available for sale (“AFS”) or held to maturity (“HTM”) based on our investment strategy and management’s assessment of our intent and ability to hold the securities until maturity. Securities that we may sell prior to maturity in response to changes in our investment strategy, liquidity needs, credit risk mitigating considerations, market risk profile or for other reasons are classified as AFS. Securities that we have the positive intent and ability to hold until maturity are classified as HTM.

We report securities classified as AFS on our condensed consolidated balance sheets at fair value with unrealized gains or losses recorded as a component of accumulated other comprehensive income (“AOCI”). We report securities classified as HTM on our condensed consolidated balance sheets at amortized cost. Interest income on fixed-income securities, including amortization of premiums and accretion of discounts, is generally recognized over the contractual life of the securities based on the effective yield method.

We did not have any securities classified as HTM as of May 31, 2017. During the second quarter of fiscal year 2018, we commenced the purchase of additional investment securities, consisting primarily of certificates of deposit, commercial paper, corporate debt securities, commercial mortgage-backed securities (“MBS”) and other asset-backed securities (“ABS”). We have the positive intent and ability to hold these securities to maturity. As such, we have classified them as held to maturity on our condensed consolidated balance sheet.

Pursuant to our investment policy guidelines, all fixed-income securities, at the time of purchase, must be rated at least investment grade based on external credit ratings, when available, or the corresponding equivalent, when not available. Securities rated investment grade, that is those rated Baa3 or higher by Moody’s Investors Service (“Moody’s”) or BBB- or higher by S&P Global Ratings (“S&P”), are generally considered by the rating agencies to be of lower credit risk than non-investment grade securities.

Amortized Cost and Fair Value of Investment Securities

The following tables present the amortized cost and fair value our investment securities and the corresponding gross unrealized gains and losses, by classification category and major security type, as of November 30, 2017 and May 31, 2017.


55





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 
 
November 30, 2017
(Dollars in thousands)
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
Available for sale:
 
 
 
 
 
 
 
 
Farmer Mac—Series A Non-Cumulative Preferred Stock
 
$
30,000

 
$
1,032

 
$

 
$
31,032

Farmer Mac—Series B Non-Cumulative Preferred Stock
 
25,000

 
1,924

 

 
26,924

Farmer Mac—Series C Non-Cumulative Preferred Stock
 
25,000

 
2,750

 

 
27,750

Farmer Mac—Class A Common Stock
 
538

 
5,167

 

 
5,705

Total investment securities, available-for-sale
 
80,538

 
10,873

 

 
91,411

 
 
 
 
 
 
 
 
 
Held to maturity:
 
 
 
 
 
 
 
 
Certificates of deposit
 
4,146

 
1

 
(1
)
 
4,146

Commercial paper
 
7,196

 
1

 
(1
)
 
7,196

Corporate bonds
 
210,099

 
5

 
(872
)
 
209,232

Commercial MBS, non-agency
 
4,041

 

 
(3
)
 
4,038

Other ABS(1)
 
22,673

 

 
(28
)
 
22,645

Total investment securities, held-to-maturity
 
248,155

 
7

 
(905
)
 
247,257

 
 
 
 
 
 
 
 
 
Total investment securities
 
$
328,693

 
$
10,880


$
(905
)

$
338,668

____________________________ 
(1)Consists primarily of securities backed by auto lease loans, equipment-backed loans, auto loans and credit card loans.
 
 
May 31, 2017
(Dollars in thousands)
 
Amortized Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
Available for sale:

 
 
 
 
 
 
 
 
Farmer Mac—Series A Non-Cumulative Preferred Stock
 
$
30,000

 
$
1,585

 
$

 
$
31,585

Farmer Mac—Series B Non-Cumulative Preferred Stock
 
25,000

 
1,940

 

 
26,940

Farmer Mac—Series C Non-Cumulative Preferred Stock
 
25,000

 
4,150

 

 
29,150

Farmer Mac—Class A Common Stock
 
538

 
4,341

 

 
4,879

Total investment securities, available-for-sale
 
$
80,538

 
$
12,016

 
$

 
$
92,554


For additional information on the unrealized gains (losses) losses recorded on our available-for-sale investment securities, see “Note 9—Equity—Accumulated Other Comprehensive Income.”

Investment Securities in Gross Unrealized Loss Position

An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis. The following table presents the fair value and gross unrealized losses for investments in a gross loss position, aggregated by security type, and the length of time the securities have been in a continuous unrealized loss position as of November 30, 2017. The securities are segregated between investments that have been in a continuous unrealized loss position for less than twelve months and twelve months or more based on the point in time that the fair value declined below the amortized cost basis. We did not have any investment securities in a gross unrealized loss position as of May 31, 2017.


56





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 
 
November 30, 2017
 
 
Unrealized Loss Position Less than 12 Months
 
Unrealized Loss Position 12 Months or Longer
 
Total
(Dollars in thousands)
 
Fair Value
 
Gross Unrealized Losses
 
Fair Value
 
Gross Unrealized Losses
 
Fair Value
 
Gross Unrealized Losses
Held to maturity:
 
 
 
 
 
 
 
 
 
 
 
 
Certificates of deposit
 
$
1,898

 
$
(1
)
 
$

 
$

 
$
1,898

 
$
(1
)
Commercial paper
 
5,594

 
(1
)
 

 

 
5,594

 
(1
)
Corporate bonds
 
200,170

 
(872
)
 

 

 
200,170

 
(872
)
Commercial MBS, non-agency
 
4,038

 
(3
)
 

 

 
4,038

 
(3
)
Other asset-backed securities(1)
 
22,645

 
(28
)
 

 

 
22,645

 
(28
)
Total
 
$
234,345

 
$
(905
)
 
$

 
$

 
$
234,345

 
$
(905
)
____________________________ 
(1)Consists primarily of securities backed by auto lease loans, equipment-backed loans, auto loans and credit card loans.

Other-Than-Temporary Impairment

We conduct periodic reviews of all securities with unrealized losses to evaluate whether the impairment is other than temporary. The number of individual securities in an unrealized loss position was 170 as of November 30, 2017. We have assessed each security with gross unrealized losses included in the above table for credit impairment. As part of that assessment, we concluded that the unrealized losses are primarily driven by changes in market interest rates rather than by adverse changes in the credit quality of these securities. Based on our assessment, we expect to recover the entire amortized cost basis of these securities, as we do not intend to sell any of the securities and believe that it is more likely than not that we will not be required to sell prior to recovery of the amortized cost basis. Accordingly, we currently consider the impairment of these securities to be temporary.

Contractual Maturity and Yield

The following table presents, by major security type, the remaining contractual maturity based on amortized cost and fair value as of November 30, 2017 of our HTM investment securities. Because borrowers may have the right to call or prepay certain obligations, the expected maturities of our investments may differ from the scheduled contractual maturities presented below. 

57





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 
 
November 30, 2017
(Dollars in thousands)
 
Due in 1 Year or Less
 
Due > 1 Year through 5 Years
 
Due > 5 Years through 10 Years
 
Due >10 Years
 
Total
Amortized cost:
 
 
 
 
 
 
 
 
 
 
Certificates of deposit
 
$
4,146

 
$

 
$

 
$

 
$
4,146

Commercial paper
 
7,196

 

 

 

 
7,196

Corporate bonds
 

 
193,477

 
16,622

 

 
210,099

Commercial MBS, non-agency
 

 

 

 
4,041

 
4,041

Other asset-backed securities(1)
 

 
20,681

 
1,992

 

 
22,673

Total
 
$
11,342

 
$
214,158

 
$
18,614

 
$
4,041

 
$
248,155

 
 
 
 
 
 
 
 
 
 
 
Fair value:
 
 
 
 
 
 
 
 
 
 
Certificates of deposit
 
$
4,146

 
$

 
$

 
$

 
$
4,146

Commercial paper
 
7,196

 

 

 

 
7,196

Corporate bonds
 

 
192,677

 
16,555

 

 
209,232

Commercial MBS, non-agency
 

 

 

 
4,038

 
4,038

Other ABS(1)
 

 
20,653

 
1,992

 

 
22,645

Total
 
$
11,342

 
$
213,330

 
$
18,547

 
$
4,038

 
$
247,257

 
 
 
 
 
 
 
 
 
 
 
Weighted average coupon(2)
 
0.60
%
 
2.68
%
 
2.95
%
 
2.20
%
 
2.60
%
____________________________ 
(1)Consists primarily of securities backed by auto lease loans, equipment-backed loans, auto loans and credit card loans.
(2)Calculated based on the weighted average coupon rate, which excludes the impact of amortization of premium and accretion of discount.

The average contractual maturity and weighted average coupon of our HTM investment securities was four years and 2.60%, respectively, as of November 30, 2017. The average credit rating of these securities, based on their lowest credit rating by Moody’s and S&P was A3 and A-, respectively, as of November 30, 2017.

Realized Gains and Losses

We have not sold any of our investment securities during the three and six months ended November 30, 2017 and 2016, and therefore have not recorded any realized gains or losses.
NOTE 4—LOANS AND COMMITMENTS
        
Loans, which are classified as held for investment, are carried at the outstanding unpaid principal balance net of unamortized loan origination costs. The following table presents loans outstanding, by loan type and by member class, as of November 30, 2017 and May 31, 2017.


58





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 
 
November 30, 2017
 
May 31, 2017
(Dollars in thousands)
 
Loans
Outstanding
 
Unadvanced
Commitments(1)
 
Loans
Outstanding
 
Unadvanced
Commitments(1)
Loan type:
 
 
 
 
 
 
 
 
Long-term loans:
 
 
 
 
 
 
 
 
Fixed rate
 
$
22,415,833

 
$

 
$
22,136,690

 
$

Variable rate
 
906,453

 
4,950,905

 
847,419

 
4,802,319

Total long-term loans
 
23,322,286

 
4,950,905

 
22,984,109

 
4,802,319

Lines of credit
 
1,491,256

 
7,575,116

 
1,372,221

 
7,772,655

Total loans outstanding
 
24,813,542

 
12,526,021

 
24,356,330

 
12,574,974

Deferred loan origination costs

11,149




10,714



Loans to members

$
24,824,691


$
12,526,021


$
24,367,044


$
12,574,974

 
 
 
 
 
 
 
 
 
Member class:
 
 
 
 
 
 
 
 
CFC:
 
 
 
 
 
 
 
 
Distribution
 
$
19,230,740

 
$
8,098,698

 
$
18,825,366

 
$
8,295,146

Power supply
 
4,414,257

 
3,412,557

 
4,504,791

 
3,276,113

Statewide and associate
 
57,107

 
127,622

 
57,830

 
144,406

Total CFC
 
23,702,104

 
11,638,877

 
23,387,987

 
11,715,665

NCSC
 
739,707

 
591,119

 
613,924

 
584,944

RTFC
 
371,731

 
296,025

 
354,419

 
274,365

Total loans outstanding
 
24,813,542

 
12,526,021

 
24,356,330

 
12,574,974

Deferred loan origination costs
 
11,149

 

 
10,714

 

Loans to members
 
$
24,824,691

 
$
12,526,021

 
$
24,367,044

 
$
12,574,974

____________________________ 
(1)The interest rate on unadvanced loan commitments is not set until an advance is made; therefore, all long-term unadvanced loan commitments are reported as variable-rate. However, the borrower may select either a fixed or a variable rate when an advance on a commitment is made.

Unadvanced Loan Commitments

Unadvanced loan commitments represent approved and executed loan contracts for which funds have not been advanced to borrowers. The following table summarizes the available balance under unadvanced loan commitments as of November 30, 2017 and the related maturities by fiscal year and thereafter by loan type:
 
 
Available
Balance
 
Notional Maturities of Unadvanced Loan Commitments
(Dollars in thousands)
 
 
2018
 
2019
 
2020
 
2021
 
2022
 
Thereafter
Line of credit loans
 
$
7,575,116


$
342,159


$
4,343,222


$
641,613


$
950,998


$
773,772


$
523,352

Long-term loans
 
4,950,905


215,806


986,952


649,436


676,899


1,885,338


536,474

Total
 
$
12,526,021


$
557,965


$
5,330,174


$
1,291,049


$
1,627,897


$
2,659,110


$
1,059,826


Unadvanced line of credit commitments accounted for 60% of total unadvanced loan commitments as of November 30, 2017, while unadvanced long-term loan commitments accounted for 40% of total unadvanced loan commitments. Unadvanced line of credit commitments are typically revolving facilities for periods not to exceed five years. Unadvanced

59





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

line of credit commitments generally serve as supplemental back-up liquidity to our borrowers. Historically, borrowers have not drawn the full commitment amount for line of credit facilities, and we have experienced a very low utilization rate on line of credit loan facilities regardless of whether or not we are obligated to fund the facility where a material adverse change exists. Our unadvanced long-term loan commitments have a five-year draw period under which a borrower may advance funds prior to the expiration of the commitment. We expect that the majority of the long-term unadvanced loan commitments of $4,951 million will be advanced prior to the expiration of the commitment.

Because we historically have experienced a very low utilization rate on line of credit loan facilities, which account for the majority of our total unadvanced loan commitments, we believe the unadvanced loan commitment total of $12,526 million as of November 30, 2017 is not necessarily representative of our future funding cash requirements.

Unadvanced Loan Commitments—Conditional

The substantial majority of our line of credit commitments and all of our unadvanced long-term loan commitments include material adverse change clauses. Unadvanced loan commitments subject to material adverse change clauses totaled $9,741 million and $9,973 million as of November 30, 2017 and May 31, 2017, respectively. Prior to making an advance on these facilities, we confirm that there has been no material adverse change in the business or condition, financial or otherwise, of the borrower since the time the loan was approved and confirm that the borrower is currently in compliance with loan terms and conditions. In some cases, the borrower’s access to the full amount of the facility is further constrained by the designated purpose, imposition of borrower-specific restrictions or by additional conditions that must be met prior to advancing funds.

Unadvanced Loan Commitments—Unconditional

Unadvanced loan commitments not subject to material adverse change clauses at the time of each advance consisted of unadvanced committed lines of credit totaling $2,785 million and $2,602 million as of November 30, 2017 and May 31, 2017, respectively. As such, we are required to advance amounts on these committed facilities as long as the borrower is in compliance with the terms and conditions of the facility.

The following table summarizes the available balance under unconditional committed lines of credit, and the related maturities by fiscal year and thereafter, as of November 30, 2017.
 
 
Available
Balance
 
Notional Maturities of Unconditional Committed Lines of Credit
(Dollars in thousands)
 
 
2018
 
2019
 
2020
 
2021
 
2022
 
Thereafter
Committed lines of credit
 
$2,784,511
 
$130,000
 
$517,130
 
$395,711
 
$630,631
 
$677,818
 
$433,221

Loan Sales

We transfer, from time to time, loans to third parties under our direct loan sale program. We sold CFC loans with outstanding balances totaling $110 million and $31 million, at par for cash, during the six months ended November 30, 2017 and 2016, respectively. We recorded immaterial losses upon the sale of these loans, attributable to the unamortized deferred loan origination costs associated with the transferred loans.

Pledging of Loans

We are required to pledge eligible mortgage notes in an amount at least equal to the outstanding balance of our secured debt. The following table summarizes our loans outstanding as collateral pledged to secure our collateral trust bonds, Clean Renewable Energy Bonds, notes payable to Farmer Mac and notes payable to the Federal Financing Bank and guaranteed by RUS under the Guaranteed Underwriter Program of the USDA (“Guaranteed Underwriter Program”) and the amount of the

60





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

corresponding debt outstanding as of November 30, 2017 and May 31, 2017. See “Note 5—Short-Term Borrowings” and “Note 6—Long-Term Debt” for information on our borrowings.
(Dollars in thousands)
 
November 30, 2017
 
May 31, 2017
Collateral trust bonds:
 
 
 
 
2007 indenture:
 
 
 
 
Distribution system mortgage notes
 
$
8,527,458

 
$
8,740,572

RUS-guaranteed loans qualifying as permitted investments
 
143,564

 
146,373

Total pledged collateral
 
$
8,671,022

 
$
8,886,945

Collateral trust bonds outstanding
 
7,697,711

 
7,697,711

 
 
 
 
 
1994 indenture:
 
 
 
 
Distribution system mortgage notes
 
$
253,323

 
$
263,007

Collateral trust bonds outstanding
 
220,000

 
225,000

 
 
 
 
 
Farmer Mac:
 
 
 
 
Distribution and power supply system mortgage notes
 
$
2,876,351

 
$
2,942,456

Notes payable outstanding
 
2,491,464

 
2,513,389

 
 
 
 
 
Clean Renewable Energy Bonds Series 2009A:
 
 
 
 
Distribution and power supply system mortgage notes
 
$
13,950

 
$
14,943

Cash
 
1,225

 
481

Total pledged collateral
 
$
15,175

 
$
15,424

Notes payable outstanding
 
13,214

 
13,214

 
 
 
 
 
Federal Financing Bank:
 
 
 
 
Distribution and power supply system mortgage notes
 
$
5,876,050

 
$
5,833,515

Notes payable outstanding
 
5,060,192

 
4,985,748


Credit Concentration

We serve electric and telecommunications members throughout the United States and its territories, including 49 states, the District of Columbia, American Samoa and Guam. Texas had the largest concentration of outstanding loans to borrowers in any one state, with approximately 15% of total loans outstanding as of both November 30, 2017 and May 31, 2017. Our consolidated membership totaled 1,459 members and 217 associates as of November 30, 2017. As such, we have a loan portfolio with single-industry and single-obligor concentration risk. Outstanding loans to electric utility organizations represented approximately 99% of the total outstanding loan portfolio as of November 30, 2017, unchanged from May 31, 2017. The remaining outstanding loans in our portfolio were to RTFC members, affiliates and associates in the telecommunications industry.

Single-Obligor Concentration

The outstanding exposure of the 20 largest borrowers was 23% and 24% as of November 30, 2017 and May 31, 2017, respectively. The 20 largest borrowers consisted of 10 distribution systems, 9 power supply systems and 1 NCSC associate member as of both November 30, 2017 and May 31, 2017. The largest total outstanding exposure to a single borrower or controlled group represented approximately 2% of total loans and guarantees outstanding as of both November 30, 2017 and May 31, 2017.

61





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Credit Quality

We closely monitor loan performance trends to manage and evaluate our credit risk exposure. We seek to provide a balance between meeting the credit needs of our members, while also ensuring the sound credit quality of our loan portfolio. Payment status and internal risk ratings are key indicators, among others, of the level of credit risk in our loan portfolio.

As part of our strategy in managing our credit risk exposure, we entered into a long-term standby purchase commitment agreement with Farmer Mac. Under this agreement, we may designate certain long-term loans to be covered under the commitment, subject to approval by Farmer Mac, and in the event any such loan later goes into payment default for at least 90 days, upon request by us, Farmer Mac must purchase such loan at par value. The aggregate unpaid principal balance of designated and Farmer Mac approved loans was $792 million and $843 million as of November 30, 2017 and May 31, 2017, respectively. Under the agreement, we are required to pay Farmer Mac a monthly fee based on the unpaid principal balance of loans covered under the purchase commitment. No loans had been put to Farmer Mac for purchase, pursuant to this agreement, as of November 30, 2017. Also, we had long-term loans totaling $164 million and $167 million as of November 30, 2017 and May 31, 2017, respectively, that were guaranteed by the Rural Utilities Service (“RUS”) of the United States Department of Agriculture.

Payment Status of Loans

The tables below present the payment status of loans outstanding by member class as of November 30, 2017 and May 31, 2017. As indicated in the table, we did not have any past due loans as of either November 30, 2017 or May 31, 2017.
 
 
November 30, 2017
(Dollars in thousands)
 
Current
 
30-89 Days Past Due
 
90 Days or More
Past Due (1)
 
Total
Past Due
 
Total Financing
Receivables
 
Nonaccrual Loans
CFC:
 
 
 
 
 
 
 
 
 
 
 
 
Distribution
 
$
19,230,740

 
$

 
$

 
$

 
$
19,230,740

 
$

Power supply
 
4,414,257

 

 

 

 
4,414,257

 

Statewide and associate
 
57,107

 

 

 

 
57,107

 

CFC total
 
23,702,104

 

 

 

 
23,702,104

 

NCSC
 
739,707

 

 

 

 
739,707

 

RTFC
 
371,731

 

 

 

 
371,731

 

Total loans outstanding
 
$
24,813,542

 
$

 
$

 
$

 
$
24,813,542

 
$

 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of total loans
 
100.00
%
 
%
 
%
 
%
 
100.00
%
 
%


62





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 
 
May 31, 2017
(Dollars in thousands)
 
Current
 
30-89 Days Past Due
 
90 Days or More
Past Due (1)
 
Total
Past Due
 
Total Financing
Receivables
 
Nonaccrual Loans
CFC:
 
 
 
 
 
 
 
 
 
 
 
 
Distribution
 
$
18,825,366

 
$

 
$

 
$

 
$
18,825,366

 
$

Power supply
 
4,504,791

 

 

 

 
4,504,791

 

Statewide and associate
 
57,830

 

 

 

 
57,830

 

CFC total
 
23,387,987

 

 

 

 
23,387,987

 

NCSC
 
613,924

 

 

 

 
613,924

 

RTFC
 
354,419

 

 

 

 
354,419

 

Total loans outstanding
 
$
24,356,330

 
$

 
$

 
$

 
$
24,356,330

 
$

 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of total loans
 
100.00
%
 
%
 
%
 
%
 
100.00
%
 
%
____________________________ 
(1) All loans 90 days or more past due are on nonaccrual status.

Troubled Debt Restructured (“TDR”) Loans

We did not have any loans modified as TDRs during the six months ended November 30, 2017. The following table provides a summary of loans modified as TDRs in prior periods, the performance status of these loans and the unadvanced loan commitments related to the TDR loans, by member class, as of November 30, 2017 and May 31, 2017.
 
 
November 30, 2017
 
May 31, 2017
(Dollars in thousands)
 
Loans
Outstanding
 
% of Total Loans
 
Unadvanced
Commitments
 
Loans
Outstanding
 
% of Total Loans
 
Unadvanced
Commitments
TDR loans:
 
 
 
 
 
 
 
 
 
 
 
 
Performing TDR loans:
 
 
 
 
 
 
 
 
 
 
 
 
CFC/Distribution
 
$
6,507

 
0.03
%
 
$

 
$
6,581

 
0.02
%
 
$

RTFC
 
6,341

 
0.02

 

 
6,592

 
0.03

 

Total performing TDR loans
 
12,848

 
0.05

 

 
13,173

 
0.05

 

Total TDR loans
 
$
12,848

 
0.05
%
 
$

 
$
13,173

 
0.05
%
 
$


We did not have any TDR loans classified as nonperforming as of November 30, 2017 or May 31, 2017. TDR loans classified as performing as of November 30, 2017 and May 31, 2017 were performing in accordance with the terms of their respective restructured loan agreement and on accrual status as of the respective reported dates. One borrower with a TDR loan also had a line of credit facility, restricted for fuel purchases only, totaling $6 million as of both November 30, 2017 and May 31, 2017. The outstanding amount under this facility totaled approximately $1 million and $0.5 million as of November 30, 2017 and May 31, 2017, respectively, and was classified as performing as of each respective date.

Nonperforming Loans

In addition to TDR loans that may be classified as nonperforming, we also may have nonperforming loans that have not been modified as a TDR loan. We did not have any loans classified as nonperforming as of November 30, 2017 or May 31, 2017.

We had no foregone interest income for loans on nonaccrual status during the three and six months ended November 30,

63





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

2017. We had foregone interest income for loans on nonaccrual status totaling $31 thousand during the six months ended November 30, 2016.

Impaired Loans

The following table provides information on loans classified as individually impaired loans as of November 30, 2017 and May 31, 2017.

 
 
November 30, 2017
 
May 31, 2017
(Dollars in thousands)
 
Recorded
Investment
 
Related
Allowance
 
Recorded
Investment
 
Related
Allowance
With no specific allowance recorded:
 
 
 
 
 
 
 
 
CFC
 
$
6,507

 
$

 
$
6,581

 
$

 
 
 
 
 
 
 
 
 
With a specific allowance recorded:
 
 
 
 
 
 
 
 
RTFC
 
6,341

 
1,330

 
6,592

 
1,640

Total impaired loans
 
$
12,848

 
$
1,330

 
$
13,173

 
$
1,640


The following table presents, by company, the average recorded investment for individually impaired loans and the interest income recognized on these loans for the three and six months ended November 30, 2017 and 2016.
 
 
Three Months Ended November 30,
 
 
2017
 
2016
 
2017
 
2016
(Dollars in thousands)
 
Average Recorded Investment 
 
Interest Income Recognized 
CFC
 
$
6,507

 
$
6,581

 
$
142

 
$
144

RTFC
 
6,423

 
6,924

 
80

 
87

Total impaired loans
 
$
12,930

 
$
13,505

 
$
222

 
$
231

 
 
Six Months Ended November 30,
 
 
2017
 
2016
 
2017
 
2016
(Dollars in thousands)
 
Average Recorded Investment 
 
Interest Income Recognized 
CFC
 
$
6,541

 
$
6,645

 
$
286

 
$
274

RTFC
 
6,486

 
8,729

 
162

 
175

Total impaired loans
 
$
13,027

 
$
15,374

 
$
448

 
$
449


Internal Risk Ratings of Loans

We evaluate the credit quality of our loans using an internal risk rating system that employs similar criteria for all member classes. Our internal risk rating system is based on a determination of a borrower’s risk of default utilizing both quantitative and qualitative measurements. Each risk rating is reassessed annually following the receipt of the borrower’s audited financial statements; however, interim risk rating downgrades or upgrades may occur as a result of significant developments or trends. Our borrower risk ratings fall into the following four categories based on the criteria identified below.

Pass:  Borrowers that are not experiencing difficulty and/or not showing a potential or well-defined credit weakness.
Special Mention:  Borrowers that may be characterized by a potential credit weakness or deteriorating financial condition that is not sufficiently serious to warrant a classification of substandard or doubtful.

64





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Substandard:  Borrowers that display a well-defined credit weakness that may jeopardize the full collection of principal and interest.
Doubtful:  Borrowers that have a well-defined weakness and the full collection of principal and interest is questionable or improbable.

Loans to borrowers in the pass and special mention categories are generally included in the collective loan portfolio for purposes of determining the allowance for loan losses. Loans to borrowers in the substandard and doubtful categories are generally considered to be individually impaired and therefore reflected in the impaired loan portfolio. The special mention, substandard, and doubtful categories are intended to comply with the definition of criticized loans by the banking regulatory authorities.

The following tables present total loans outstanding, by member class and borrower risk rating category, based on the risk ratings used in the estimation of our allowance for loan losses as of November 30, 2017 and May 31, 2017.
 
 
November 30, 2017
(Dollars in thousands)
 
Pass
 
Special Mention
 
Substandard
 
Doubtful
 
Total
CFC:
 
 
 
 
 
 
 
 
 
 
Distribution
 
$
19,122,976

 
$
107,764

 
$

 
$

 
$
19,230,740

Power supply
 
4,414,257

 

 

 

 
4,414,257

Statewide and associate
 
57,107

 

 

 

 
57,107

CFC total
 
23,594,340

 
107,764

 

 

 
23,702,104

NCSC
 
739,707

 

 

 

 
739,707

RTFC
 
365,390

 

 
6,341

 

 
371,731

Total loans outstanding
 
$
24,699,437

 
$
107,764

 
$
6,341

 
$

 
$
24,813,542


 
 
May 31, 2017
(Dollars in thousands)
 
Pass
 
Special Mention
 
Substandard
 
Doubtful
 
Total
CFC:
 
 
 
 
 
 
 
 
 
 
Distribution
 
$
18,715,810

 
$
109,556

 
$

 
$

 
$
18,825,366

Power supply
 
4,504,791

 

 

 

 
4,504,791

Statewide and associate
 
56,654

 
1,176

 

 

 
57,830

CFC total
 
23,277,255

 
110,732

 

 

 
23,387,987

NCSC
 
612,592

 
1,332

 

 

 
613,924

RTFC
 
346,944

 

 
7,475

 

 
354,419

Total loans outstanding
 
$
24,236,791

 
$
112,064

 
$
7,475

 
$

 
$
24,356,330


Allowance for Loan Losses

We maintain an allowance for loan losses at a level estimated by management to provide for probable losses inherent in the loan portfolio as of each balance sheet date. Our allowance for loan losses consists of an amount for loans collectively evaluated for impairment, referred to as our collective allowance, and an amount for loans designated as individually impaired, referred to as our specific allowance.




65





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The following tables summarize changes, by company, in the allowance for loan losses as of and for the three and six months ended November 30, 2017 and 2016.
 
 
Three Months Ended November 30, 2017
(Dollars in thousands)
 
CFC
 
NCSC
 
RTFC
 
Total
Balance as of August 31, 2017
 
$
29,521

 
$
2,736

 
$
4,821

 
$
37,078

Provision (benefit) for loan losses
 
(722
)
 
381

 
37

 
(304
)
Balance as of November 30, 2017
 
$
28,799

 
$
3,117

 
$
4,858

 
$
36,774

 
 
Three Months Ended November 30, 2016
(Dollars in thousands)
 
CFC
 
NCSC
 
RTFC
 
Total
Balance as of August 31, 2016
 
$
25,062

 
$
3,281

 
$
4,777

 
$
33,120

Provision (benefit) for loan losses
 
742

 
383

 
(387
)
 
738

Recoveries
 
53

 

 

 
53

Balance as of November 30, 2016
 
$
25,857

 
$
3,664

 
$
4,390

 
$
33,911

 
 
Six Months Ended November 30, 2017
(Dollars in thousands)
 
CFC
 
NCSC
 
RTFC
 
Total
Balance as of May 31, 2017
 
$
29,499

 
$
2,910

 
$
4,967

 
$
37,376

Provision (benefit) for loan losses
 
(700
)
 
207

 
(109
)
 
(602
)
Balance as of November 30, 2017
 
$
28,799

 
$
3,117

 
$
4,858

 
$
36,774

 
 
Six Months Ended November 30, 2016
(Dollars in thousands)
 
CFC
 
NCSC
 
RTFC
 
Total
Balance as of May 31, 2016
 
$
24,559

 
$
3,134

 
$
5,565

 
$
33,258

Provision for loan losses
 
1,192

 
530

 
944

 
2,666

Charge-offs
 

 

 
(2,119
)
 
(2,119
)
Recoveries
 
106

 

 

 
106

Net (charge-offs) recoveries
 
106

 

 
(2,119
)
 
(2,013
)
Balance as of November 30, 2016
 
$
25,857

 
$
3,664

 
$
4,390

 
$
33,911


The tables below present, by company, the components of our allowance for loan losses and the recorded investment of the related loans as of November 30, 2017 and May 31, 2017.


66





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 
 
November 30, 2017
(Dollars in thousands)
 
CFC
 
NCSC
 
RTFC
 
Total
Allowance by company:
 
 
 
 
 
 
 
 
Collective allowance
 
$
28,799

 
$
3,117

 
$
3,528

 
$
35,444

Specific allowance
 

 

 
1,330

 
1,330

Total allowance for loan losses
 
$
28,799

 
$
3,117

 
$
4,858

 
$
36,774

 
 
 
 
 
 
 
 
 
Recorded investment in loans:
 
 
 
 
 
 
 
 
Collectively evaluated loans
 
$
23,695,597

 
$
739,707

 
$
365,390

 
$
24,800,694

Individually evaluated loans
 
6,507

 

 
6,341

 
12,848

Total recorded investment in loans
 
$
23,702,104

 
$
739,707

 
$
371,731

 
$
24,813,542

 
 
 
 
 
 
 
 
 
Total recorded investment in loans, net(1)
 
$
23,673,305

 
$
736,590

 
$
366,873

 
$
24,776,768


 
 
May 31, 2017
(Dollars in thousands)
 
CFC
 
NCSC
 
RTFC
 
Total
Allowance by company:
 
 
 
 
 
 
 
 
Collective allowance
 
$
29,499

 
$
2,910

 
$
3,327

 
$
35,736

Specific allowance
 

 

 
1,640

 
1,640

Total ending balance of the allowance
 
$
29,499

 
$
2,910

 
$
4,967

 
$
37,376

 
 
 
 
 
 
 
 
 
Recorded investment in loans:
 
 
 
 
 
 
 
 
Collectively evaluated loans
 
$
23,381,406

 
$
613,924

 
$
347,827

 
$
24,343,157

Individually evaluated loans
 
6,581

 

 
6,592

 
13,173

Total recorded investment in loans
 
$
23,387,987

 
$
613,924

 
$
354,419

 
$
24,356,330

 
 
 
 
 
 
 
 
 
Total recorded investment in loans, net(1)
 
$
23,358,488

 
$
611,014

 
$
349,452

 
$
24,318,954

____________________________ 
(1) Excludes unamortized deferred loan origination costs $11 million as of both November 30, 2017 and May 31, 2017.

Reserve for Unadvanced Commitments

We also maintain a reserve for unadvanced loan commitments at a level estimated by management to provide for probable losses under these commitments as of each balance sheet dated. Unadvanced loan commitments are analyzed and segregated by loan type and risk using our internal risk rating scales. We use these risk classifications, in combination with the probability of commitment usage, and any other pertinent information to estimate a reserve for unadvanced loan commitments, which we record as a liability on our condensed consolidated balance sheets. The reserve for these commitments was $0.1 million as of both November 30, 2017 and May 31, 2017.
NOTE 5—SHORT-TERM BORROWINGS

Short-term borrowings consist of borrowings with an original contractual maturity of one year or less and do not include the current portion of long-term debt. Our short-term borrowings totaled $3,557 million and accounted for 15% of total debt outstanding as of November 30, 2017, compared with $3,343 million, or 14%, of total debt outstanding as of May 31, 2017.
 
 
 
 
 


67





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Committed Bank Revolving Line of Credit Agreements

We had $3,085 million and $3,165 million of commitments under committed bank revolving line of credit agreements as of November 30, 2017 and May 31, 2017, respectively. Under our current committed bank revolving line of credit agreements, we have the ability to request up to $300 million of letters of credit, which would result in a reduction in the remaining available amount under the facilities.

On November 20, 2017, we amended and restated the three-year and five-year committed bank revolving line of credit agreements to extend the maturity dates to November 20, 2020 and November 20, 2022, respectively, and to terminate certain third-party bank commitments totaling $40 million under the three-year agreement and $40 million under the five- year agreement. As a result, the total commitment amount from third-parties under the three-year facility and the five-year facility is $1,493 million and $1,592 million, respectively, resulting in a combined total commitment amount under the two facilities of $3,085 million.

The following table presents the total commitment, the net amount available for use and the outstanding letters of credit under our committed bank revolving line of credit agreements as of November 30, 2017 and May 31, 2017.
 
 
November 30, 2017

May 31, 2017

 

 
(Dollars in millions)
 
Total Commitment

Letters of Credit Outstanding

Net Available for Use

Total Commitment

Letters of Credit Outstanding

Net Available for Use

Maturity

Annual Facility Fee (1)
3-year agreement
 
$

 
$

 
$

 
$
1,533

 
$

 
$
1,533

 
November 19, 2019
 
7.5 bps
3-year agreement
 
1,493

 

 
1,493

 

 

 

 
November 20, 2020
 
7.5 bps
Total 3-year agreement
 
1,493

 

 
1,493

 
1,533

 

 
1,533

 
 
 
 
5-year agreement
 

 

 

 
1,632

 
1

 
1,631

 
November 19, 2021
 
10 bps
5-year agreement
 
1,592

 
2

 
1,590

 

 

 

 
November 20, 2022
 
10 bps
Total 5-year agreement
 
1,592


2


1,590


1,632


1


1,631


 

 
Total
 
$
3,085

 
$
2

 
$
3,083

 
$
3,165

 
$
1

 
$
3,164

 
 
 
 
____________________________ 
(1) Facility fee determined by CFC’s senior unsecured credit ratings based on the pricing schedules put in place at the inception of the related agreement.

We were in compliance with all covenants and conditions under our committed bank revolving line of credit agreements and there were no borrowings outstanding under these agreements as of November 30, 2017 and May 31, 2017.

68





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 6—LONG-TERM DEBT

The following table displays long-term debt outstanding, by debt type, as of November 30, 2017 and May 31, 2017.
(Dollars in thousands)
 
November 30, 2017
 
May 31, 2017
Unsecured long-term debt:
 
 
 
 
Medium-term notes sold through dealers
 
$
2,781,757

 
$
2,386,956

Medium-term notes sold to members
 
404,567

 
422,779

Subtotal medium-term notes
 
3,186,324

 
2,809,735

Unamortized discount
 
(375
)
 
(382
)
Debt issuance costs
 
(23,192
)
 
(21,903
)
Total unsecured medium-term notes
 
3,162,757

 
2,787,450

Unsecured notes payable
 
22,799

 
22,799

Unamortized discount
 
(324
)
 
(379
)
Debt issuance costs
 
(80
)
 
(94
)
Total unsecured notes payable
 
22,395

 
22,326

Total unsecured long-term debt
 
3,185,152

 
2,809,776

Secured long-term debt:
 
 

 
 

Collateral trust bonds
 
7,917,711

 
7,922,711

Unamortized discount
 
(253,449
)
 
(258,329
)
Debt issuance costs
 
(26,938
)
 
(30,334
)
Total collateral trust bonds
 
7,637,324

 
7,634,048

Guaranteed Underwriter Program notes payable
 
5,060,192

 
4,985,748

Debt issuance costs
 
(249
)
 
(264
)
Total Guaranteed Underwriter Program notes payable
 
5,059,943

 
4,985,484

Farmer Mac notes payable
 
2,491,463

 
2,513,389

Other secured notes payable
 
13,214

 
13,214

Debt issuance costs
 
(277
)
 
(317
)
Total other secured notes payable
 
12,937

 
12,897

Total secured notes payable
 
7,564,343

 
7,511,770

Total secured long-term debt
 
15,201,667

 
15,145,818

Total long-term debt
 
$
18,386,819

 
$
17,955,594


Secured Notes Payable

We had outstanding secured notes payable totaling $5,060 million and $4,985 million as of November 30, 2017 and May 31, 2017, respectively, under bond purchase agreements with Federal Financing Bank and a bond guarantee agreement with RUS issued under the Guaranteed Underwriter Program, which provides guarantees to Federal Financing Bank. We pay RUS a fee of 30 basis points per year on the total amount outstanding. On November 9, 2017, we closed on a $750 million committed loan facility (“Series M”) from the Federal Financing Bank under the Guaranteed Underwriter Program. Pursuant to this facility, we may borrow any time before July 15, 2022. Each advance is subject to quarterly amortization and a final maturity not longer than 20 years from the advance date. The closing of this committed loan facility increased the amount available for access under the Guaranteed Underwriter Program to $1,375 million as of November 30, 2017.

We are required to pledge eligible distribution system or power supply system loans as collateral in an amount at least equal to the total principal amount of notes outstanding under the Guaranteed Underwriter Program. See “Note 4—Loans and Commitments” for additional information on the collateral pledged to secure notes payable under this program.


69





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

We have two revolving note purchase agreements with Farmer Mac, which together allow us to borrow up to $4,800 million from Farmer Mac. Under the terms of the first revolving note purchase agreement with Farmer Mac dated March 24, 2011, as amended, we can borrow, subject to market conditions, up to $4,500 million at any time through January 11, 2020, and such date shall automatically extend on each anniversary date of the closing for an additional year, unless prior to any such anniversary date, Farmer Mac provides us with a notice that the draw period will not be extended beyond the remaining term. This revolving note purchase agreement allows us to borrow, repay and re-borrow funds at any time through maturity, as market conditions permit, provided that the outstanding principal amount at any time does not exceed the total available under the agreement. Each borrowing under the revolving note purchase agreement is evidenced by a pricing agreement setting forth the interest rate, maturity date and other related terms as we may negotiate with Farmer Mac at the time of each such borrowing. We may select a fixed rate or variable rate at the time of each advance with a maturity as determined in the applicable pricing agreement. Under this note purchase agreement with Farmer Mac, we had outstanding secured notes payable totaling $2,491 million and $2,513 million as of November 30, 2017 and May 31, 2017, respectively.

Under the terms of the second revolving note purchase agreement with Farmer Mac dated July 31, 2015, we can borrow up to $300 million at any time through July 31, 2018 at a fixed spread over LIBOR. This agreement also allows us to borrow, repay and re-borrow funds at any time through maturity, provided that the outstanding principal amount at any time does not exceed the total available under the agreement. We had no notes payable outstanding under this revolving note purchase agreement with Farmer Mac as of November 30, 2017 and May 31, 2017.

We are required to pledge eligible distribution system or power supply system loans as collateral in an amount at least equal to the total principal amount of notes outstanding under each of our Farmer Mac revolving note purchase agreements. See “Note 4—Loans and Commitments” for additional information on the collateral pledged to secure notes payable under these programs.

We were in compliance with all covenants and conditions under our senior debt indentures as of November 30, 2017 and May 31, 2017.
NOTE 7—SUBORDINATED DEFERRABLE DEBT

The following table presents subordinated deferrable debt outstanding as of November 30, 2017 and May 31, 2017.
 
 
November 30, 2017
 
May 31, 2017
(Dollars in thousands)
 
Amount
 
Amount
4.75% due 2043 with a call date of April 30, 2023
 
$
400,000

 
$
400,000

5.25% due 2046 with a call date of April 20, 2026
 
350,000

 
350,000

Debt issuance costs
 
(7,659
)
 
(7,726
)
Total subordinated deferrable debt
 
$
742,341

 
$
742,274


NOTE 8—DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Use of Derivatives

We are an end user of derivative financial instruments and do not engage in derivative trading. We use derivatives, primarily interest rate swaps and Treasury rate locks, to manage interest rate risk. Derivatives may be privately negotiated contracts, which are often referred to as over-the-counter (“OTC”) derivatives, or they may be listed and traded on an exchange. We generally engage in OTC derivative transactions.


70





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Accounting for Derivatives

In accordance with the accounting standards for derivatives and hedging activities, we record derivative instruments at fair value as either a derivative asset or derivative liability on our condensed consolidated balance sheets. We report derivative asset and liability amounts on a gross basis based on individual contracts, which does not take into consideration the effects of master netting agreements or collateral netting. Derivatives in a gain position are reported as derivative assets on our condensed consolidated balance sheets, while derivatives in a loss position are reported as derivative liabilities. Accrued interest related to derivatives is reported on our condensed consolidated balance sheets as a component of either accrued interest and other receivables or accrued interest payable.

If we do not elect hedge accounting treatment, changes in the fair value of derivative instruments, which consist of net accrued periodic derivative cash settlements and derivative forward value amounts, are recognized in our consolidated statements of operations under derivative gains (losses). If we elect hedge accounting treatment for derivatives, we formally document, designate and assess the effectiveness of the hedge relationship. Changes in the fair value of derivatives designated as qualifying fair value hedges are recorded in earnings together with offsetting changes in the fair value of the hedged item and any related ineffectiveness. Changes in the fair value of derivatives designated as qualifying cash flow hedges are recorded as a component of OCI, to the extent that the hedge relationships are effective, and reclassified AOCI to earnings using the effective interest method over the term of the forecasted transaction. Any ineffectiveness in the hedging relationship is recognized as a component of derivative gains (losses) in our consolidated statement of operations.

We generally do not designate interest rate swaps, which currently represent all of our outstanding derivatives, for hedge accounting. Accordingly, changes in the fair value of interest rate swaps are reported in our consolidated statements of operations under derivative gains (losses). Net periodic cash settlements related to interest rate swaps are classified as an operating activity in our consolidated statements of cash flows.

Outstanding Notional Amount of Derivatives

The notional amount provides an indication of the volume of our derivatives activity, but this amount is not recorded on our condensed consolidated balance sheets. The notional amount is used only as the basis on which interest payments are determined and is not the amount exchanged. The following table shows the outstanding notional amounts and the weighted-average rate paid and received for our interest rate swaps, by type, as of November 30, 2017 and May 31, 2017. The substantial majority of our interest rate swaps use an index based on the London Interbank Offered Rate (“LIBOR”) for either the pay or receive leg of the swap agreement.
 
 
November 30, 2017
 
May 31, 2017
(Dollars in thousands)
 
Notional
   Amount
 
Weighted-
Average
Rate Paid
 
Weighted-
Average
Rate Received
 
Notional
Amount
 
Weighted-
Average
Rate Paid
 
Weighted-
Average
Rate Received
Pay-fixed swaps
 
$
6,974,906

 
2.84
%
 
1.39
%
 
$
6,807,013

 
2.85
%
 
1.16
%
Receive-fixed swaps
 
3,849,000

 
1.94

 
2.63

 
3,699,000

 
1.72

 
2.64

Total interest rate swaps
 
10,823,906

 
2.52

 
1.83

 
10,506,013

 
2.46

 
1.68

Forward pay-fixed swaps
 
226,255

 
 
 
 
 
285,383

 
 
 
 
Total
 
$
11,050,161

 
 
 
 
 
$
10,791,396

 
 
 
 

Impact of Derivatives on Condensed Consolidated Balance Sheets

The following table displays the fair value of the derivative assets and derivative liabilities recorded on our condensed consolidated balance sheets and the related outstanding notional amount of our interest rate swaps as of November 30, 2017 and May 31, 2017.
 

71





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 
 
November 30, 2017
 
May 31, 2017
(Dollars in thousands)
 
Fair Value
 
Notional Balance
 
Fair Value
 
Notional Balance
Derivative assets
 
$
87,453

 
$
3,916,647

 
$
49,481

 
$
3,754,120

Derivative liabilities
 
(304,307
)
 
7,133,514

 
(385,337
)
 
7,037,276

Total
 
$
(216,854
)
 
$
11,050,161

 
$
(335,856
)
 
$
10,791,396


All of our master swap agreements include legally enforceable netting provisions that allow for offsetting of all contracts with a given counterparty in the event of default by one of the two parties. However, as indicated above, we report derivative asset and liability amounts on a gross basis by individual contracts. The following table presents the gross fair value of derivative assets and liabilities reported on our condensed consolidated balance sheets as of November 30, 2017 and May 31, 2017, and provides information on the impact of netting provisions and collateral pledged.

 
 
November 30, 2017
 
 
Gross Amount
of Recognized
Assets/ Liabilities
 
Gross Amount
Offset in the
Balance Sheet
 
Net Amount of Assets/ Liabilities
Presented
in the
Balance Sheet
 
Gross Amount
Not Offset in the
Balance Sheet
 
 
(Dollars in thousands)
 
 
 
 
Financial
Instruments
 
Cash
Collateral
Pledged
 
Net
Amount
Derivative assets:
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swaps
 
$
87,453

 
$

 
$
87,453

 
$
79,373

 
$

 
$
8,080

Derivative liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swaps
 
304,307

 

 
304,307

 
79,373

 

 
224,934


 
 
May 31, 2017
 
 
Gross Amount
of Recognized
Assets/ Liabilities
 
Gross Amount
Offset in the
Balance Sheet
 
Net Amount of Assets/ Liabilities
Presented
in the
Balance Sheet
 
Gross Amount
Not Offset in the
Balance Sheet
 
 
(Dollars in thousands)
 
 
 
 
Financial
Instruments
 
Cash
Collateral
Pledged
 
Net
Amount
Derivative assets:
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swaps
 
$
49,481

 
$

 
$
49,481

 
$
49,481

 
$

 
$

Derivative liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swaps
 
385,337

 

 
385,337

 
49,481

 

 
335,856


Impact of Derivatives on Condensed Consolidated Statements of Operations

Derivative gains (losses) reported in our condensed consolidated statements of operations consist of derivative cash settlements and derivative forward value gains (losses). Derivative cash settlements represent net contractual interest expense accruals on interest rate swaps during the period. The derivative forward value gains (losses) represent the change in fair value of our interest rate swaps during the reporting period due to changes in the estimate of future interest rates over the remaining life of our derivative contracts.

The following table presents the components of the derivative gains (losses) reported in our condensed consolidated statements of operations for our interest rate swaps for the three and six months ended November 30, 2017 and 2016.

72





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 
 
Three Months Ended November 30,
 
Six Months Ended November 30,
(Dollars in thousands)
 
2017
 
2016
 
2017
 
2016
Derivative cash settlements
 
$
(19,635
)
 
$
(21,587
)
 
$
(39,857
)
 
$
(44,977
)
Derivative forward value gains
 
145,228

 
362,247

 
119,252

 
197,344

Derivative gains
 
$
125,593

 
$
340,660

 
$
79,395

 
$
152,367


Credit-Risk-Related Contingent Features

Our derivative contracts typically contain mutual early termination provisions, generally in the form of a credit rating trigger. Under the mutual credit rating trigger provisions, either counterparty may, but is not obligated to, terminate and settle the agreement if the credit rating of the other counterparty falls to a level specified in the agreement. If a derivative contract is terminated, the amount to be received or paid by us would be equal to the mark-to-market value, as defined in the agreement, as of the termination date.

Our senior unsecured credit ratings from Moody’s and S&P were A2 and A, respectively, as of November 30, 2017. Both Moody’s and S&P had our ratings on stable outlook as of November 30, 2017. The following table displays the notional amounts of our derivative contracts with rating triggers as of November 30, 2017 and the payments that would be required if the contracts were terminated as of that date because of a downgrade of our unsecured credit ratings or the counterparty’s unsecured credit ratings below A3/A-, below Baa1/BBB+ to or below Baa2/BBB, below Baa3/BBB- or to or below Ba2/BB+ by Moody’s or S&P, respectively. In calculating the payment amounts that would be required upon termination of the derivative contracts, we assumed that the amounts for each counterparty would be netted in accordance with the provisions of the master netting agreements for each counterparty. The net payment amounts are based on the fair value of the underlying derivative instrument, excluding the credit risk valuation adjustment, plus any unpaid accrued interest amounts.
(Dollars in thousands)
 
Notional
 Amount
 
Payable Due From CFC
 
Receivable
Due to CFC
 
Net (Payable)/Receivable
Impact of rating downgrade trigger:
 
 
 
 
 
 
 
 
Falls below A3/A-(1)

$
56,985


$
(11,670
)

$


$
(11,670
)
Falls below Baa1/BBB+
 
7,236,383


(143,459
)

7,428


(136,031
)
Falls to or below Baa2/BBB (2)
 
455,152




1,577


1,577

Falls below Baa3/BBB-
 
264,981

 
(18,102
)
 

 
(18,102
)
Total
 
$
8,013,501


$
(173,231
)

$
9,005


$
(164,226
)
____________________________ 
(1) Rating trigger for CFC falls below A3/A-, while rating trigger for counterparty falls below Baa1/BBB+ by Moody’s or S&P, respectively.  
(2) Rating trigger for CFC falls to or below Baa2/BBB, while rating trigger for counterparty falls to or below Ba2/BB+ by Moody’s or S&P, respectively.

Our largest counterparty exposure, based on the outstanding notional amount, represented approximately 23% of the total outstanding notional amount of derivatives as of both November 30, 2017 and May 31, 2017, respectively. The aggregate fair value amount, including the credit risk valuation adjustment, of all interest rate swaps with rating triggers that were in a net liability position was $173 million as of November 30, 2017.
NOTE 9—EQUITY

Total equity increased by $141 million to $1,240 million as of November 30, 2017. The increase was primarily attributable to our reported net income of $188 million for the six months ended November 30, 2017, which was partially offset by patronage capital retirement of $45 million in September 2017. The following table presents the components of equity as of November 30, 2017 and May 31, 2017.

73





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

(Dollars in thousands)
 
November 30, 2017
 
May 31, 2017
Membership fees
 
$
968

 
$
971

Educational fund
 
1,398

 
1,929

Total membership fees and educational fund
 
2,366

 
2,900

Patronage capital allocated
 
716,481

 
761,701

Members’ capital reserve
 
630,305

 
630,305

Unallocated net loss:
 
 
 
 
Prior year-end cumulative derivative forward value losses(1)
 
(332,525
)
 
(507,904
)
Current year derivative forward value gains (1)
 
117,340

 
175,379

Current period-end cumulative derivative forward value losses(1)
 
(215,185
)
 
(332,525
)
Other unallocated net income (loss)
 
63,763

 
(5,603
)
Unallocated net loss
 
(151,422
)
 
(338,128
)
CFC retained equity
 
1,197,730

 
1,056,778

Accumulated other comprehensive income
 
11,899

 
13,175

Total CFC equity
 
1,209,629

 
1,069,953

Noncontrolling interests
 
30,419

 
28,852

Total equity
 
$
1,240,048

 
$
1,098,805

____________________________ 
(1) Represents derivative forward value gains (losses) for CFC only, as total CFC equity does not include the noncontrolling interests of the consolidated variable interest entities NCSC and RTFC. See “Note 12—Business Segments” for the separate statements of operations for CFC .

In July 2017, the CFC Board of Directors authorized the allocation of the fiscal year 2017 adjusted net income as follows: $90 million to members in the form of patronage capital; $43 million to members’ capital reserve; and $1 million to the Cooperative Educational Fund. The amount of patronage capital allocated each year by CFC’s Board of Directors is based on adjusted net income, which excludes the impact of derivative forward value gains (losses). See “MD&A—Non-GAAP Financial Measures” for information on adjusted net income.

In July 2017, the CFC Board of Directors authorized the retirement of patronage capital totaling $45 million, which represented 50% of the fiscal year 2017 allocation of patronage capital of $90 million. We returned the $45 million to members in cash in September 2017. The remaining portion of the allocated amount will be retained by CFC for 25 years under guidelines adopted by the CFC Board of Directors in June 2009.

The CFC Board of Directors is required to make annual allocations of adjusted net income, if any. CFC has made annual retirements of allocated net earnings in 38 of the last 39 fiscal years; however, future retirements of allocated amounts are determined based on CFC’s financial condition. The CFC Board of Directors has the authority to change the current practice for allocating and retiring net earnings at any time, subject to applicable laws. See “Item 1. Business—Allocation and Retirement of Patronage Capital” of our 2017 Form 10-K for additional information.

Accumulated Other Comprehensive Income

The following tables summarize, by component, the activity in AOCI as of and for the three and six months ended November 30, 2017 and 2016.

74





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 
 
Three Months Ended November 30, 2017
(Dollars in thousands)
 
Unrealized Gains (Losses)
AFS Securities
 
Unrealized Gains
Derivatives
 
Unrealized Losses Foreclosed Assets
 
Unrealized Losses Defined Benefit Plan
 
Total
Beginning balance
 
$
10,865

 
$
3,510

 
$

 
$
(2,416
)
 
$
11,959

Unrealized gains
 
8

 

 

 

 
8

Losses reclassified into earnings
 

 

 

 
126

 
126

Gains reclassified into earnings
 

 
(194
)
 

 

 
(194
)
Other comprehensive income (loss)
 
8

 
(194
)
 

 
126

 
(60
)
Ending balance
 
$
10,873

 
$
3,316

 
$

 
$
(2,290
)
 
$
11,899

 
 
Three Months Ended November 30, 2016
(Dollars in thousands)
 
Unrealized Gains (Losses)
AFS Securities
 
Unrealized Gains
Derivatives
 
Unrealized Losses Foreclosed Assets
 
Unrealized Losses Defined Benefit Plan
 
Total
Beginning balance
 
$
7,391

 
$
4,290

 
$

 
$
(964
)
 
$
10,717

Unrealized losses
 
(1,761
)
 

 

 

 
(1,761
)
Losses reclassified into earnings
 

 

 

 
44

 
44

Gains reclassified into earnings
 

 
(199
)
 

 

 
(199
)
Other comprehensive income (loss)
 
(1,761
)
 
(199
)
 

 
44

 
(1,916
)
Ending balance
 
$
5,630

 
$
4,091

 
$

 
$
(920
)
 
$
8,801

 
 
Six Months Ended November 30, 2017
(Dollars in thousands)
 
Unrealized Gains (Losses)
AFS Securities
 
Unrealized Gains
Derivatives
 
Unrealized Losses Foreclosed Assets
 
Unrealized Losses Defined Benefit Plan
 
Total
Beginning balance
 
$
12,016

 
$
3,702

 
$

 
$
(2,543
)
 
$
13,175

Unrealized losses
 
(1,143
)
 

 

 

 
(1,143
)
Losses reclassified into earnings
 

 

 

 
253

 
253

Gains reclassified into earnings
 

 
(386
)
 

 

 
(386
)
Other comprehensive income (loss)
 
(1,143
)
 
(386
)
 

 
253

 
(1,276
)
Ending balance
 
$
10,873

 
$
3,316

 
$

 
$
(2,290
)
 
$
11,899

 
 
Six Months Ended November 30, 2016
(Dollars in thousands)
 
Unrealized Gains (Losses)
AFS Securities
 
Unrealized Gains
Derivatives
 
Unrealized Losses Foreclosed Assets
 
Unrealized Losses Defined Benefit Plan
 
Total
Beginning balance
 
$
7,402

 
$
4,487

 
$
(9,823
)
 
$
(1,008
)
 
$
1,058

Unrealized losses
 
(1,772
)
 

 

 

 
(1,772
)
Losses reclassified into earnings
 

 

 
9,823

 
88

 
9,911

Gains reclassified into earnings
 

 
(396
)
 

 

 
(396
)
Other comprehensive income (loss)
 
(1,772
)
 
(396
)
 
9,823

 
88

 
7,743

Ending balance
 
$
5,630

 
$
4,091

 
$

 
$
(920
)
 
$
8,801



75





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

We expect to reclassify approximately $0.5 million of amounts in AOCI related to unrealized derivative gains into earnings over the next 12 months.
NOTE 10—GUARANTEES

The following table summarizes total guarantees, by type of guarantee and by member class, as of November 30, 2017 and May 31, 2017.

(Dollars in thousands)
 
November 30, 2017
 
May 31, 2017
Total by type:
 
 
 
 
Long-term tax-exempt bonds(1)
 
$
318,425

 
$
468,145

Letters of credit(2)
 
230,117

 
307,321

Other guarantees
 
113,954

 
114,151

Total
 
$
662,496

 
$
889,617

 
 
 
 
 
Total by member class:
 
 
 
 
CFC:
 
 
 
 
Distribution
 
$
129,066

 
$
126,188

Power supply
 
511,624

 
743,678

Statewide and associate
 
5,005

 
5,054

CFC total
 
645,695

 
874,920

NCSC
 
15,227

 
13,123

RTFC
 
1,574

 
1,574

Total
 
$
662,496

 
$
889,617

____________________________ 
(1)Represents the outstanding principal amount of long-term fixed-rate and variable-rate guaranteed bonds.
(2)Reflects our maximum potential exposure for letters of credit.

Long-term tax-exempt bonds of $318 million and $468 million as of November 30, 2017 and May 31, 2017, respectively, consisted of $251 million and $400 million, respectively, of adjustable or variable-rate bonds that may be converted to a fixed rate as specified in the applicable indenture for each bond offering. We are unable to determine the maximum amount of interest that we may be required to pay related to the remaining adjustable and variable-rate bonds. Many of these bonds have a call provision that allows us to call the bond in the event of a default, which would limit our exposure to future interest payments on these bonds. Our maximum potential exposure generally is secured by mortgage liens on the members’ assets and future revenue. If a member’s debt is accelerated because of a determination that the interest thereon is not tax-exempt, the member’s obligation to reimburse us for any guarantee payments will be treated as a long-term loan. The remaining long-term tax-exempt bonds of $67 million as of November 30, 2017 are fixed-rate. The maximum potential exposure for these bonds, including the outstanding principal of $67 million and related interest through maturity, totaled $96 million as of November 30, 2017. The maturities for long-term tax-exempt bonds and the related guarantees extend through calendar year 2042.

Of the outstanding letters of credit of $230 million and $307 million as of November 30, 2017 and May 31, 2017, respectively, $42 million and $125 million, respectively, was secured. We did not have any letters of credit outstanding that provided for standby liquidity for adjustable and floating-rate tax-exempt bonds issued for the benefit of our members as of November 30, 2017. Letters of credit include $76 million to provide the standby liquidity for adjustable and floating-rate tax-exempt bonds issued for the benefit of our members as of May 31, 2017. Security provisions include a mortgage lien on

76





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

substantially all of the member’s assets, future revenue and the member’s investment in our commercial paper. The maturities for the outstanding letters of credit as November 30, 2017 extend through calendar year 2027.

In addition to the letters of credit listed in the table above, under master letter of credit facilities in place as of November 30, 2017, we may be required to issue up to an additional $65 million in letters of credit to third parties for the benefit of our members. All of our master letter of credit facilities were subject to material adverse change clauses at the time of issuance as of November 30, 2017. Prior to issuing a letter of credit, we would confirm that there has been no material adverse change in the business or condition, financial or otherwise, of the borrower since the time the loan was approved and confirm that the borrower is currently in compliance with the letter of credit terms and conditions.

The maximum potential exposure for other guarantees was $115 million as of both November 30, 2017 and May 31, 2017, all of which were unsecured. The maturities for these other guarantees listed in the table above extend through calendar year 2025.

Guarantees under which our right of recovery from our members was not secured totaled $302 million and $297 million and represented 46% and 33% of total guarantees as of November 30, 2017 and May 31, 2017, respectively.

In addition to the guarantees described above, we were also the liquidity provider for $251 million of variable-rate tax-exempt bonds as of November 30, 2017, issued for our member cooperatives. While the bonds are in variable-rate mode, in return for a fee, we have unconditionally agreed to purchase bonds tendered or put for redemption if the remarketing agents are unable to sell such bonds to other investors. We were not required to perform as liquidity provider pursuant to these obligations during the six months ended November 30, 2017 or the prior fiscal year.

Guarantee Liability

As of November 30, 2017 and May 31, 2017, we recorded a guarantee liability of $8 million and $15 million respectively, which represents the contingent and noncontingent exposures related to guarantees and liquidity obligations. The contingent guarantee liability was $1 million as of both November 30, 2017 and May 31, 2017, based on management’s estimate of exposure to losses within the guarantee portfolio. The remaining balance of the total guarantee liability of $7 million and $14 million as of November 30, 2017 and May 31, 2017, respectively, relates to our noncontingent obligation to stand ready to perform over the term of our guarantees and liquidity obligations that we have entered into or modified since January 1, 2003.
NOTE 11—FAIR VALUE MEASUREMENT

We use fair value measurements for the initial recording of certain assets and liabilities and periodic remeasurement of certain assets and liabilities on a recurring or nonrecurring basis. The accounting guidance for fair value measurements and disclosures establishes a three-level fair value hierarchy that prioritizes the inputs into the valuation techniques used to measure fair value. The levels of the fair value hierarchy, in priority order, include Level 1, Level 2 and Level 3. For additional information regarding the fair value hierarchy and a description of the methodologies we use to measure fair value, see “Note 14—Fair Value Measurement” to the Consolidated Financial Statements in our 2017 Form 10-K.

The following tables present the carrying value and fair value for all of our financial instruments, including those carried at amortized cost, as of November 30, 2017 and May 31, 2017. The tables also display the classification within the fair value hierarchy of the valuation technique used in estimating fair value.


77





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 
 
November 30, 2017
 
Fair Value Measurement Level
(Dollars in thousands)
 
Carrying Value
 
Fair Value
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
280,315

 
$
280,315

 
$
280,315

 
$

 
$

Restricted cash
 
11,323

 
11,323

 
11,323

 

 

Time deposits
 
51,000

 
51,000

 
 
 
51,000

 
 
Investment securities, available-for-sale
 
91,411

 
91,411

 
91,411

 

 

Investment securities, held-to-maturity
 
248,155

 
247,257

 

 
247,257

 

Deferred compensation investments
 
5,176

 
5,176

 
5,176

 

 

Loans to members, net
 
24,787,917

 
24,351,976

 

 

 
24,351,976

Accrued interest receivable
 
116,770

 
116,770

 

 
116,770

 

Debt service reserve funds
 
17,151

 
17,151

 
17,151

 

 

Derivative assets
 
87,453

 
87,453

 

 
87,453

 

 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
Short-term borrowings
 
$
3,557,192

 
$
3,556,637

 
$
1,446,065

 
$
2,110,572

 
$

Long-term debt
 
18,386,819

 
18,975,545

 

 
11,452,351

 
7,523,194

Accrued interest payable
 
143,085

 
143,085

 

 
143,085

 

Guarantee liability
 
8,211

 
8,423

 

 

 
8,423

Derivative liabilities
 
304,307

 
304,307

 

 
304,307

 

Subordinated deferrable debt
 
742,341

 
789,430

 

 
789,430

 

Members’ subordinated certificates
 
1,399,675

 
1,399,697

 

 

 
1,399,697


 
 
May 31, 2017
 
Fair Value Measurement Level
(Dollars in thousands)
 
Carrying Value
 
Fair Value
 
Level 1
 
Level 2
 
Level 3
Assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
$
166,615

 
$
166,615

 
$
166,615

 
$

 
$

Restricted cash
 
21,806

 
21,806

 
21,806

 

 

Time deposits
 
226,000

 
226,000

 

 
226,000

 

Investment securities, available-for-sale
 
92,554

 
92,554

 
92,554

 

 

Deferred compensation investments
 
4,693

 
4,693

 
4,693

 

 

Loans to members, net
 
24,329,668

 
24,182,724

 

 

 
24,182,724

Accrued interest receivable
 
111,493

 
111,493

 

 
111,493

 

Debt service reserve funds
 
17,151

 
17,151

 
17,151

 

 

Derivative assets
 
49,481

 
49,481

 

 
49,481

 

 
 
 
 
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
 
 
 
Short-term borrowings
 
$
3,342,900

 
$
3,342,990

 
$
1,527,990

 
$
1,815,000

 
$

Long-term debt
 
17,955,594

 
18,744,331

 

 
11,215,290

 
7,529,041

Accrued interest payable
 
137,476

 
137,476

 

 
137,476

 

Guarantee liability
 
15,241

 
16,204

 

 

 
16,204

Derivative liabilities
 
385,337

 
385,337

 

 
385,337

 

Subordinated deferrable debt
 
742,274

 
788,079

 

 
788,079

 

Members’ subordinated certificates
 
1,419,025

 
1,419,048

 

 

 
1,419,048




78





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Investment Securities, Held-to-Maturity, Fair Value

As discussed above in “Note 3—Investment Securities,” we did not have any securities classified as HTM as of May 31, 2017. During the second quarter of fiscal year 2018, we commenced the purchase of additional investment securities, consisting primarily of certificates of deposit, commercial paper and corporate debt securities, commercial MBS and other ABS traded in secondary markets. We designated these securities as HTM.

Management estimates the fair value of our HTM securities utilizing the assistance of third-party pricing services. Methodologies employed, controls relied upon and inputs used by third-party pricing vendors are subject to management review when such services are provided. This review may consist of, in part, obtaining and evaluating control reports issued and pricing methodology materials distributed. We review the pricing methodologies provided by the vendors in order to determine if observable market information is being used to determine the fair value versus unobservable inputs. Investment securities traded in secondary markets are typically valued using unadjusted vendor prices. These investment securities, which include those measured using unadjusted vendor prices, are generally classified as Level 2 because the valuation typically involves using quoted market prices for similar securities, pricing models, discounted cash flow analyses using significant observable market where available or a combination of multiple valuation techniques for which all significant
assumptions are observable in the market.

Transfers Between Levels

We monitor the availability of observable market data to assess the appropriate classification of financial instruments within the fair value hierarchy and transfer between Level 1, Level 2, and Level 3 accordingly. Observable market data includes but is not limited to quoted prices and market transactions. Changes in economic conditions or market liquidity generally will drive changes in availability of observable market data. Changes in availability of observable market data, which also may result in changes in the valuation technique used, are generally the cause of transfers between levels. We did not have any transfers between levels for financial instruments measured at fair value on a recurring basis for the six months ended November 30, 2017 and 2016.

Recurring Fair Value Measurements

The following table presents the carrying value and fair value of financial instruments reported in our condensed consolidated financial statements at fair value on a recurring basis as of November 30, 2017 and May 31, 2017, and the classification of the valuation technique within the fair value hierarchy.
 
 
November 30, 2017
 
May 31, 2017
(Dollars in thousands)
 
Level 1
 
Level 2
 
Total
 
Level 1
 
Level 2
 
Total
Investment securities, available for sale
 
$
91,411

 
$

 
$
91,411

 
$
92,554

 
$

 
$
92,554

Deferred compensation investments
 
5,176

 

 
5,176

 
4,693

 

 
4,693

Derivative assets
 

 
87,453

 
87,453

 

 
49,481

 
49,481

Derivative liabilities
 

 
304,307

 
304,307

 

 
385,337

 
385,337


Nonrecurring Fair Value
 
 
 
 
 
 
 
 
 
 
 
 
 
We did not have any assets reported in our condensed consolidated financial statements at fair value on a nonrecurring basis as of November 30, 2017 and May 31, 2017 and there were no unrealized losses for the three and six months ended November 30, 2017 and 2016 related to these assets.




79





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Significant Unobservable Level 3 Inputs

Impaired Loans

We utilize the fair value of estimated cash flows or the collateral underlying the loan to determine the fair value and specific allowance for impaired loans. The valuation technique used to determine fair value of the impaired loans provided by both our internal staff and third-party specialists includes market multiples (i.e., comparable companies). The significant unobservable inputs used in the determination of fair value for individually impaired loans is a multiple of earnings before interest, taxes, depreciation and amortization based on various factors (i.e., financial condition of the borrower). In estimating the fair value of the collateral, we may use third-party valuation specialists, internal estimates or a combination of both. The significant unobservable inputs for estimating the fair value of impaired collateral-dependent loans are reviewed by our Credit Risk Management group to assess the reasonableness of the assumptions used and the accuracy of the work performed. In cases where we rely on third-party inputs, we use the final unadjusted third-party valuation analysis as support for any adjustments to our consolidated financial statements and disclosures.

Because of the limited amount of impaired loans as of November 30, 2017 and May 31, 2017, we do not believe that potential changes in the significant unobservable inputs used in the determination of the fair value for impaired loans will have a material impact on the fair value measurement of these assets or our results of operations.
NOTE 12—BUSINESS SEGMENTS

The following tables display segment results for the three and six months ended November 30, 2017 and 2016, and assets attributable to each segment as of November 30, 2017 and November 30, 2016.

80





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 
 
 
 
 
 
 
 
 
 
 
Three Months Ended November 30, 2017
(Dollars in thousands)
 
CFC
 
Other
 
Elimination
 
Consolidated Total
Statement of operations:
 
 
 
 
 
 
 
 
Interest income
 
$
263,180

 
$
12,257

 
$
(9,614
)
 
$
265,823

Interest expense
 
(194,943
)
 
(9,841
)
 
9,614

 
(195,170
)
Net interest income
 
68,237

 
2,416

 

 
70,653

Benefit for loan losses
 
304

 

 

 
304

Net interest income after benefit for loan losses
 
68,541

 
2,416

 

 
70,957

Non-interest income:
 
 
 
 
 
 
 
 
Fee and other income
 
5,490

 
301

 
(249
)
 
5,542

Derivative gains (losses):
 
 
 
 
 
 
 
 
Derivative cash settlements
 
(18,990
)
 
(645
)
 

 
(19,635
)
Derivative forward value gains
 
143,452

 
1,776

 

 
145,228

Derivative gains
 
124,462

 
1,131

 

 
125,593

Results of operations of foreclosed assets
 
(10
)
 

 

 
(10
)
Total non-interest income
 
129,942

 
1,432

 
(249
)
 
131,125

Non-interest expense:
 
 
 
 
 
 
 
 
General and administrative expenses
 
(20,292
)
 
(1,622
)
 

 
(21,914
)
   Losses on early extinguishment of debt
 

 

 

 

Other non-interest expense
 
(618
)
 
(249
)
 
249

 
(618
)
Total non-interest expense
 
(20,910
)
 
(1,871
)
 
249

 
(22,532
)
Income before income taxes
 
177,573

 
1,977

 

 
179,550

Income tax expense
 

 
(827
)
 

 
(827
)
Net income
 
$
177,573

 
$
1,150

 
$

 
$
178,723

 
 
 
 
 
 
 
 
 

81





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 
 
 
 
 
 
 
 
 
 
 
Three Months Ended November 30, 2016
(Dollars in thousands)
 
CFC
 
Other
 
Elimination
 
Consolidated Total
Statement of operations:
 
 
 
 
 
 
 
 
Interest income
 
$
254,689

 
$
11,129

 
$
(8,662
)
 
$
257,156

Interest expense
 
(183,395
)
 
(8,934
)
 
8,675

 
(183,654
)
Net interest income
 
71,294

 
2,195

 
13

 
73,502

Provision for loan losses
 
(738
)
 

 

 
(738
)
Net interest income after provision for loan losses
 
70,556

 
2,195

 
13

 
72,764

Non-interest income:
 
 
 
 
 
 
 

Fee and other income
 
4,628

 
1,727

 
(1,258
)
 
5,097

Derivative gains (losses):
 
 
 
 
 
 
 


Derivative cash settlements
 
(20,821
)
 
(766
)
 

 
(21,587
)
Derivative forward value gains
 
358,423

 
3,824

 

 
362,247

Derivative gains
 
337,602

 
3,058

 

 
340,660

Results of operations of foreclosed assets
 
(549
)
 

 

 
(549
)
Total non-interest income
 
341,681

 
4,785

 
(1,258
)
 
345,208

Non-interest expense:
 
 
 
 
 
 
 

General and administrative expenses
 
(18,991
)
 
(1,641
)
 

 
(20,632
)
Other non-interest expense
 
(517
)
 
(1,245
)
 
1,245

 
(517
)
Total non-interest expense
 
(19,508
)
 
(2,886
)
 
1,245

 
(21,149
)
Income before income taxes
 
392,729

 
4,094

 

 
396,823

Income tax expense
 

 
(1,519
)
 

 
(1,519
)
Net income
 
$
392,729

 
$
2,575

 
$

 
$
395,304

 
 
 
 
 
 
 
 
 

82





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 
 
Six Months Ended November 30, 2017
(Dollars in thousands)
 
CFC
 
Other
 
Elimination
 
Consolidated Total
Statement of operations:
 
 
 
 
 
 
 
 
Interest income
 
$
526,591

 
$
23,206

 
$
(18,059
)
 
$
531,738

Interest expense
 
(387,448
)
 
(18,512
)
 
18,059

 
(387,901
)
Net interest income
 
139,143

 
4,694

 

 
143,837

Benefit for loan losses
 
602

 

 

 
602

Net interest income after benefit for loan losses
 
139,745

 
4,694

 

 
144,439

Non-interest income:
 
 
 
 
 
 
 
 
Fee and other income
 
9,378

 
701

 
(592
)
 
9,487

Derivative gains (losses):
 
 
 
 
 
 
 
 
Derivative cash settlements
 
(38,554
)
 
(1,303
)
 

 
(39,857
)
Derivative forward value gains
 
117,341

 
1,911

 

 
119,252

Derivative gains
 
78,787

 
608

 

 
79,395

Results of operations of foreclosed assets
 
(34
)
 

 

 
(34
)
Total non-interest income
 
88,131

 
1,309

 
(592
)
 
88,848

Non-interest expense:
 
 
 
 
 
 
 
 
General and administrative expenses
 
(40,030
)
 
(3,520
)
 

 
(43,550
)
Other non-interest expense
 
(1,140
)
 
(592
)
 
592

 
(1,140
)
Total non-interest expense
 
(41,170
)
 
(4,112
)
 
592

 
(44,690
)
Income before income taxes
 
186,706

 
1,891

 

 
188,597

Income tax expense
 

 
(859
)
 

 
(859
)
Net income
 
$
186,706

 
$
1,032

 
$

 
$
187,738

 
 
 
 
 
 
 
 
 
 
 
November 30, 2017
 
 
CFC
 
Other
 
Elimination
 
Consolidated Total
Assets:
 
 
 
 
 
 
 
 
Loans to members
 
$
24,788,572

 
$
1,111,438

 
$
(1,075,319
)
 
$
24,824,691

Less: Allowance for loan losses
 
(36,774
)
 

 

 
(36,774
)
Loans to members, net
 
24,751,798

 
1,111,438

 
(1,075,319
)
 
24,787,917

Other assets
 
1,081,850

 
107,516

 
(97,040
)
 
1,092,326

Total assets
 
$
25,833,648

 
$
1,218,954

 
$
(1,172,359
)
 
$
25,880,243


83





NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

 
 
Six Months Ended November 30, 2016
(Dollars in thousands)
 
CFC
 
Other
 
Elimination
 
Consolidated Total
Statement of operations:
 
 
 
 
 
 
 
 
Interest income
 
$
508,706

 
$
22,351

 
$
(17,066
)
 
$
513,991

Interest expense
 
(364,227
)
 
(17,610
)
 
17,103

 
(364,734
)
Net interest income
 
144,479

 
4,741

 
37

 
149,257

Provision for loan losses
 
(2,666
)
 

 

 
(2,666
)
Net interest income after provision for loan losses
 
141,813

 
4,741

 
37

 
146,591

Non-interest income:
 
 
 
 
 
 
 
 
Fee and other income
 
8,956

 
2,624

 
(1,953
)
 
9,627

Derivative gains (losses):
 


 


 


 


Derivative cash settlements
 
(43,430
)
 
(1,547
)
 

 
(44,977
)
Derivative forward value gains
 
194,210

 
3,134

 

 
197,344

Derivative gains
 
150,780

 
1,587

 

 
152,367

Results of operations of foreclosed assets
 
(1,661
)
 

 

 
(1,661
)
Total non-interest income
 
158,075

 
4,211

 
(1,953
)
 
160,333

Non-interest expense:
 
 
 
 
 
 
 
 
General and administrative expenses
 
(37,770
)
 
(3,721
)
 

 
(41,491
)
Other non-interest expense
 
(960
)
 
(1,916
)
 
1,916

 
(960
)
Total non-interest expense
 
(38,730
)
 
(5,637
)
 
1,916

 
(42,451
)
Income before income taxes
 
261,158

 
3,315

 

 
264,473

Income tax expense
 

 
(1,430
)
 

 
(1,430
)
Net income
 
$
261,158

 
$
1,885

 
$

 
$
263,043

 
 
 
 
 
 
 
 
 
 
 
November 30, 2016
 
 
CFC
 
Other
 
Elimination
 
Consolidated Total
Assets:
 
 
 
 
 
 
 
 
Loans to members
 
$
23,813,591

 
$
1,037,545

 
$
(1,000,424
)
 
$
23,850,712

 Less: Allowance for loan losses
 
(33,911
)
 

 

 
(33,911
)
Loans to members, net
 
23,779,680

 
1,037,545

 
(1,000,424
)
 
23,816,801

Other assets
 
1,318,908

 
112,264

 
(100,252
)
 
1,330,920

Total assets
 
$
25,098,588

 
$
1,149,809

 
$
(1,100,676
)
 
$
25,147,721



84



Item 3.
Quantitative and Qualitative Disclosures About Market Risk

For quantitative and qualitative disclosures about market risk, see “Part I—Item 2. MD&A—Market Risk” and “Note 8—Derivative Instruments and Hedging Activities.”

Item 4.
Controls and Procedures

As of the end of the period covered by this report, senior management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. Based on this evaluation process, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective. There were no changes in our internal control over financial reporting that occurred during the three months ended November 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1.
Legal Proceedings

From time to time, CFC is subject to certain legal proceedings and claims in the ordinary course of business, including litigation with borrowers related to enforcement or collection actions. Management presently believes that the ultimate outcome of these proceedings, individually and in the aggregate, will not materially harm our financial position, liquidity, or results of operations. CFC establishes reserves for specific legal matters when it determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Accordingly, no reserve has been recorded with respect to any legal proceedings at this time.

Item 1A.
Risk Factors

Refer to “Part I— Item 1A. Risk Factors” in our 2017 Form 10-K for information regarding factors that could affect our results of operations, financial condition and liquidity. We are not aware of any material changes in the risk factors set forth under “Part I— Item 1A. Risk Factors” in our 2017 Form 10-K.

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

Not applicable.

Item 3.
Defaults Upon Senior Securities

Not applicable.

Item 4.
Mine Safety Disclosures

Not applicable.

Item 5.
Other Information

None.

85



Item 6. Exhibits

The following exhibits are incorporated by reference or filed as part of this Report.


EXHIBIT INDEX
Exhibit No.
 
Description
10.1*
10.2*
10.3*
10.4*
10.5*
10.6*
12*
31.1*
31.2*
32.1†
32.2†
101.INS*
XBRL Instance Document
101.SCH*
XBRL Taxonomy Extension Schema Document
101.CAL*
XBRL Taxonomy Calculation Linkbase Document
101.LAB*
XBRL Taxonomy Label Linkbase Document
101.PRE*
XBRL Taxonomy Presentation Linkbase Document
101.DEF*
XBRL Taxonomy Definition Linkbase Document
____________________________ 
*Indicates a document being filed with this Report.
Indicates a document that is furnished with this Report, which shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that Section.

86



SIGNATURES


Pursuant to the requirements 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.


NATIONAL RURAL UTILITIES
COOPERATIVE FINANCE CORPORATION
 
Date: January 11, 2018                     
By:
/s/ J. ANDREW DON
 
J. Andrew Don
 
Senior Vice President and Chief Financial Officer
                                
    
By:
 /s/ ROBERT E. GEIER
 
Robert E. Geier
 
Controller (Principal Accounting Officer)    
        






87