2008 annual report - AgCountry Farm Credit Services
Transcription
2008 annual report - AgCountry Farm Credit Services
2008 ANNUAL REPORT TABLE OF CONTENTS Consolidated Five-Year Summary of Selected Financial Data Management’s Discussion and Analysis Report of Management Report on Internal Control Over Financial Reporting Report of Audit Committee Report of Independent Auditors Consolidated Financial Statements Notes to Consolidated Financial Statements Disclosure Information Required by Regulations Future Payment Funds Policy Our Commitment to Serving Young, Beginning and Small Farmers 1 2 8 9 10 11 12 16 26 29 30 AgriBank, FCB’s financial condition and results of operations materially affect members’ investment in AgCountry Farm Credit Services, ACA. To request a free copy of the combined AgriBank, FCB and Affiliated Associations’ financial reports contact AgCountry Farm Credit Services, ACA at Post Office Box 6020, Fargo, North Dakota 58108-6020, (701) 282-9494 or via electronic mail to acndinternet@agcountry.com or through our website at www.agcountry.com. You may also contact AgriBank, FCB at 375 Jackson Street, St. Paul, MN 55101-1810, (651) 282-8800, or via electronic mail to AGRIBANKMN@AGRIBANK.COM. The reports are also available through AgriBank, FCB’s website at www.agribank.com. To request a free copy of our annual or quarterly reports contact us as stated above. The annual report is available on our website 75 days after the end of the calendar year and members are provided a copy of such report 90 days after the end of the year. The quarterly reports are available 40 days after the end of each calendar quarter. CONSOLIDATED FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA AgCountry Farm Credit Services, ACA (Dollars in thousands) 2008 Statement of Condition Data Loans Allowance for loan losses Net loans Investment in AgriBank, FCB Investment securities Other property owned Other assets Total assets Obligations with maturities of one year or less Obligations with maturities greater than one year Total liabilities 2006* 2005* 2004* $3,049,792 9,260 3,040,532 67,363 29,366 250 174,223 $2,472,698 4,874 2,467,824 54,685 1,325 700 141,935 $2,098,040 6,135 2,091,905 48,773 --125,153 $1,834,804 6,780 1,828,024 47,410 -177 107,541 $1,684,118 6,305 1,677,813 47,410 -1,164 89,760 $3,311,734 $2,666,469 $2,265,831 $1,983,152 $1,816,147 $46,681 2,713,027 $2,180,071 -- $1,827,568 -- $1,581,277 -- $1,451,373 -- 2,759,708 2,180,071 1,827,568 1,581,277 1,451,373 7,475 544,551 6,922 479,476 7,000 431,263 7,046 394,829 7,099 357,675 552,026 486,398 438,263 401,875 364,774 $3,311,734 $2,666,469 $2,265,831 $1,983,152 $1,816,147 Capital stock and participation certificates Unallocated surplus Total members' equity Total liabilities and members' equity 2007* Statement of Income Data Net interest income Provision for (reversal of) loan losses Patronage and dividend income Other expense, net Provision for (reversal of) income taxes Net income Key Financial Ratios Return on average assets Return on average members' equity Net interest income as a percentage of average earning assets Members' equity as a percentage of assets Net chargeoffs (recoveries) as a percentage of average loans Allowance for loan losses as a percentage of loans Permanent capital ratio Total surplus ratio Core surplus ratio $78,192 4,604 7,182 15,053 642 $65,070 (552) 7,085 23,835 659 $58,220 1,402 5,907 25,232 1,059 $51,428 (1,482) 5,214 21,362 (392) $48,685 (30,291) 4,458 18,470 8,954 $65,075 $48,213 $36,434 $37,154 $56,010 2.1% 12.4% 2.0% 10.5% 1.7% 8.7% 2.0% 9.8% 3.2% 17.2% 2.7% 16.7% -- 2.9% 18.2% -0.2% 15.8% 15.5% 15.4% 3.0% 19.3% 0.1% 0.3% 16.3% 16.0% 15.8% 3.0% 20.3% (0.1%) 0.4% 17.3% 17.0% 16.4% 3.0% 20.1% -0.4% 16.0% 15.7% 14.9% 0.3% 14.1% 13.9% 13.9% No income was distributed to members in the form of cash, dividends, stock or allocated surplus during the five years presented. *Combined for the January 1, 2008 consolidation of AgCountry Farm Credit Services, ACA and Farm Credit Services of Grand Forks, ACA. 1 MANAGEMENT’S DISCUSSION AND ANALYSIS AgCountry Farm Credit Services, ACA activity in the real estate markets. Agribusiness loan volume increased as a result of new customers and increased loan volume with elevators and ethanol plants due to higher grain prices. In addition, increased loan volume was seen in our FCS Commercial Finance Group (CFG) and ProPartners Financial (ProPartners) alliance relationships. The CFG experienced strong growth in loan volume as new opportunities were presented in the capital markets with the tightened availability of credit from many lending institutions and investors. The ProPartners alliance saw increased volume from input supply financing programs with both new and existing customers. The following commentary reviews the consolidated financial position and consolidated results of operations of AgCountry Farm Credit Services, ACA and its subsidiaries and provides additional specific information. The accompanying consolidated financial statements and notes also contain important information about our financial position and results of operations. Consolidation/Merger Activity On January 1, 2008, AgCountry Farm Credit Services, ACA and Farm Credit Services of Grand Forks, ACA consolidated to form a new association known as AgCountry Farm Credit Services, ACA. Simultaneously, the subsidiaries of Farm Credit Services of Grand Forks, ACA merged into the subsidiaries of AgCountry Farm Credit Services, ACA. The associations had been operating under a joint management agreement since April 1, 2007. Additional information regarding this consolidation is included in Note 1. Portfolio Distribution We are chartered to operate in certain counties in North Dakota and Minnesota. Approximately 30.6% of our total loan portfolio was in the Red River Valley in North Dakota and Minnesota. No other counties in our portfolio had more than 5% concentration in loans to borrowers. Based upon volume, approximately 53.5% and 34.8% of our loans are to borrowers in the states of Minnesota and North Dakota, respectively at December 31, 2008. Forward-Looking Information Certain sections of this Annual Report contain forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict. Words such as "anticipates", “believes", "could", "estimates", "may", "should", "will", or other variations on these terms are intended to identify such forward-looking statements. These statements are based on assumptions and analyses made in light of experience, historical trends, current conditions, and expected future developments. However, actual results and developments may differ materially from our expectations and predictions due to a number of risks and uncertainties; many of which are beyond our control. These risks and uncertainties include, but are not limited to: • • • • • At December 31, 2008, our loan portfolio was distributed between loans to agricultural producers, loans to agribusiness operations, and loans to other types of operations representing 67.8%, 27.6% and 4.6% of the loan portfolio, respectively. In addition, we provide a leasing program for customers with 22.5% of total leases in Minnesota, 52.3% of total leases in North Dakota, and 25.2% of total leases in other states. Approximately one-third of the operations in our portfolio are involved in the production of cash grains, primarily corn, soybeans and wheat. Accordingly, the commercial loan portfolio exhibits some seasonality. These loans are normally at their lowest levels during the winter months because of operating repayments following harvest. They then increase throughout the year as farmers borrow for operating and capital needs. political, legal, regulatory, and economic conditions and developments in the United States and abroad, fluctuations in the agricultural and general economies, periodically occurring weather-related conditions and plant and animal disease that impact agricultural productivity and income and consumer demand, changes in United States government support of the agricultural industry, and bio-terrorism and other terrorism. Agricultural and Economic Conditions The Food, Conservation, and Energy Act of 2008 (FCEA/farm bill) was enacted into law in June 2008. FCEA includes significant federal financial support for wheat, feed grains, cotton, rice, oilseeds, and dairy, largely continuing the same total level of financial support to agriculture, while changing the distribution and methods of allocating such support. FCEA also contains new, expanded assistance to certain specialty crops, and added price support and trade protection for domestically produced sugar. FCEA continues the direct payment, loan rate, and countercyclical payments (CCP) programs from previous farm support legislation, but the levels of support provided by each program have changed. Also, FCEA provides a new income support program called Average Crop Revenue Election (ACRE). Loan Portfolio Loan volume totaled $3.0 billion at December 31, 2008. The changes in loan volume for the last two years were as follows (in thousands): Change in loan volume 2008 vs. 2007 2007 vs. 2006 Accrual Mortgage $366,562 23.3% $316,769 25.2% 176,679 19.8% 63,853 7.7% Nonaccrual 33,853 469.4% (5,964) Total loans $577,094 23.3% Commercial $374,658 Strong agricultural economic conditions in 2008 were the result of record high prices for agricultural commodities and the continued positive impact of government programs. The USDA reported $86.8 billion in net farm income in 2007 representing a significant increase over the reported $59.0 billion in net farm income in 2006, and 42% higher than the 10-year average net income of $61.1 billion. Increases in income were due to higher agricultural commodity prices, partially offset by increases in agricultural production costs, including fuel, land, fertilizer and pesticides. Net farm income is forecast to be $86.9 billion (down from $96.6 billion previously forecasted) in 2008 but virtually unchanged from 2007. Net cash income, a more critical statistic for lenders, is forecast to be $90.7 billion in 2008, a $3.3 billion (4%) increase over 2007 net cash income. Sales of 2007 crops in 2008 (45.3%) 17.9% The increased loan volume came from a variety of sources in our different marketing channels. Increased producer volume was from a combination of new customers, increased operating costs, increased machinery financing both through branches and dealer programs and increased 2 account for the larger increase in net cash income compared to the increase in net farm income. Fourth-quarter 2008 prices for live equivalent 51-52% lean hogs are expected to average $41-$43 per cwt, or about 6 percent above last year. The 2008 production year saw its share of challenges. Planting timeliness was challenged due to wet planting conditions; crop maturity (primarily corn, sunflowers, and edible beans) was pushed due to a cooler than average growing season; and harvest was delayed due to excessive wet conditions and late maturity. In spite of this, overall production was quite good. Wheat production was excellent, soybeans average, and corn was average to above average. Min-Dak producers were unable to lift ~ 20,000 acres of sugar beets due to excessive moisture. Multi-peril crop insurance played a big role in crop income for 2008. Crop revenue coverage and revenue assurance prices were set at historic levels in February 2008. Fall 2008 prices dropped off significantly creating large trigger factors. This was very favorable for producers. The levels of multi-peril crop insurance coverage are projected to be lower than 2008 levels as a result of lower crop prices. Multi-peril crop insurance provides a very valuable risk management tool for producers. Many producers have taken advantage of recent profitability and have built sufficient financial strength into their farm units to withstand a time of reduced margins. The Farm Credit System (the System) continues to fulfill its mission and be a reliable source of debt capital for the farmers, ranchers and other rural businesses that we serve. However, during the second half of 2008, the culmination of negative economic developments in the global financial markets created a high level of volatility and uncertainty among global financial institutions in general. This volatility has constrained the System’s ability to issue debt in the preferred maturities and structures that have traditionally been used to fund our loan portfolios. However, the System has been able to issue debt with a broad enough range of maturities and structures to allow the AgriBank District to continue to offer our complete array of loan products. Responses by the Federal Government, including explicit actions to protect the housing Government Sponsored Entities (GSEs) and to capitalize and guarantee the liabilities of many commercial banks, have had an unintended consequence of increasing our spread over Treasury rates relative to these institutions and reducing our ability to issue debt at preferred maturities and structures. During December 2008 and into January 2009, the spreads to Treasuries have narrowed significantly from levels seen in the fourth quarter of 2008, but still remain “wide” of housing GSE and government guaranteed bank debt. Because of the System’s sound financial condition, we expect to continue to issue debt securities as necessary to meet our funding needs. However, spreads relative to Treasuries and swap rates are expected to remain at higher levels than our historical experience. The sugar industry continues to deal with change and uncertainty. This sector has been profitable. These producers are highly susceptible to weather and legislative forces, including the Farm Bill. Sugar beet grower profitability, sugar beet stock and specialized sugar beet equipment values could retract without continued legislative protection. As of January 1, 2008, there was no longer a Mexican Tier II tariff as outlined in the NAFTA (North American Free Trade Agreement) and this could have serious implications to producers from both countries. The Doha Round of the WTO (World Trade Organization) continues to push for the liberalization of agriculture trade, which could potentially increase market access and over supply the U.S. sugar market. Agricultural economic conditions are somewhat unsteady. We have seen significant price drops, with some recovery, in most major agricultural commodities. Real estate markets have remained solid throughout the association. However, there is talk that sales and cash rents may level off or soften some in light of a tightening outlook for production agriculture. The U.S. ethanol industry continues to be viable, but expansion has slowed due to losses experienced in 2008. Current economics support operations, but rising raw product costs (corn), higher plant construction costs, blending/infrastructure constraints and lower ethanol prices have tempered growth. The rapid expansion was caused by the government phase out of methyl tertiary-butyl ether and the government's desire for renewable fuels and a comprehensive energy bill. State and Federal subsidies continue to support this industry. Government support remains positive as evidenced by passage of the energy bill. Increased crude oil prices and associated increased gasoline and diesel fuel prices had been key elements in supporting ethanol's price. Industry specialization, improved technology with efficient production, continued government support and industry blending capacity/infrastructure are key components to this industry’s health. The farm sector in 2008 saw a large increase in the value of crop production as well as rising costs of production. The value of crop production, at $181 billion, is forecast to exceed its previous record (set in 2007) by $30 billion, a 20-percent increase. Prices of major crops (corn, soybeans, wheat) were trending upward in late 2007 and continued doing so in the first part of 2008 while the marketing of the remainder of the 2007 harvest was being completed. These prices have declined in recent months as the 2008 harvests progressed however are still high by historical standards. Consequently, with large harvests to sell at historically high prices, 2008 has proven to be another good year for the U.S. farm economy as a whole, driven by strong demand for feed crops, oilseeds, and food grains. The values of both crop and livestock production have trended steadily upward since 1970. However, the year-to-year movements in the two measures have not always been synchronized—in 2008, the rise in the value of crop production is expected to be nearly six times that of livestock. This disparity will cause income circumstances to vary across farms depending on their mix of commodities and inputs. Analysis of Risk The following table summarizes risk assets (accruing volume includes accrued interest receivable) and delinquency information (in thousands): Despite steep declines in feed grain prices, adverse effects from the current worldwide economic downturn are being felt throughout the cattle and beef sectors. In addition to declining grain prices, oil price declines are benefiting the sector. The appreciation of the dollar against most foreign currencies is making U.S. beef more expensive internationally, dampening foreign demand. However, prices for corn, feeder cattle, fed cattle, and live cattle futures are at levels commensurate to positive cattle feeding margins for cattle placed on feed now for marketing in the spring of 2009. Falling feed costs, which are likely to continue into 2009, will provide little relief for dairy producers. Milk prices are also declining and are expected to continue to do so into next year. The stronger dollar has also disadvantaged U.S. producers. The outlook is for continued weakening exports into 2009, especially for dry products. The all milk price is expected to fall to between $14.95 to $15.75 per cwt next year, a drop from 2008’s expected average of $18.30 to $18.40 per cwt. USDA lowered its fourth-quarter estimate of commercial pork production by 80 million pounds due to lower-thanexpected hog slaughter in October 2008. Production is expected to be nearly 6.21 billion pounds, less than 1 percent above fourth quarter 2007. As of December 31 2008 2007 2006 Loans: Accruing restructured $999 $1,080 Past due 90 days or more still accruing 2,268 510 -- Nonaccrual 41,065 7,212 13,176 Total risk loans 44,332 8,802 14,520 250 700 -- $44,582 $9,502 $14,520 Other property owned Total risk assets 3 $1,344 Risk loans as a percentage of total loans 1.4% 0.3% 0.7% Total delinquencies as a percentage of total loans 0.7% 0.2% 0.7% At December 31, 2008, all of the loans past due 90 days or more and still accruing interest were allocated to us through our participation with ProPartners. See Note 3 for additional information. Based on analysis, these loans were adequately secured and in the process of collection. investment notes in a trust of equipment loans. These were purchased through our participation in CFG. For further information, see Note 3. Results of Operations The volume of nonaccrual loans increased from 2007, but remained at an acceptable level at December 31, 2008, and represented 1.3% of our total portfolio. The material increase in nonaccrual loans from 2007 to 2008 primarily reflects the transfer of nine agribusiness accounts to nonaccrual status in 2008. The agribusiness loans transferred to nonaccrual status were in the ethanol and poultry industry. At December 31, 2008, 83.2% of our nonaccrual loans were current. The following table illustrates profitability information (in thousands): For the year ended December 31 Net income Return on average assets Return on average members' equity The credit quality of our portfolio declined slightly during 2008. Adversely classified assets increased from 1.6% of the portfolio at December 31, 2007, to 2.5% of the portfolio at December 31, 2008. Adversely classified assets are assets we have identified as showing some credit weakness outside our credit standards. We have considered portfolio credit quality in assessing the reasonableness of our allowance for loan losses. • • • The allowance for loan losses is an estimate of losses on loans in our portfolio as of the financial statement date. We determine the appropriate level of allowance for loan losses based on the periodic evaluation of factors such as: Net interest income Provision for loan losses Patronage income Allowance as a percentage of: Loans Nonaccrual loans Total risk loans Net chargeoffs (recoveries) as a percentage of average loans Adverse assets to risk funds $48,213 2.0% $36,434 1.7% 12.4% 10.5% 8.7% 2008 vs. 2007 vs. 2007 2006 $13,122 $6,850 (5,156) 97 1,954 1,178 19,235 (10,773) 6,405 (3,923) Financially related services and miscellaneous income, net Operating expense Consolidation expense Provision for income taxes Comparative allowance coverage of various loan categories follows: 2007 $65,075 2.1% changes in income as discussed below, changes in assets discussed in the Loan Portfolio Section, and changes in members’ equity discussed in the Capital Adequacy Section. Increase (decrease) in net income loan loss history, portfolio quality, and current economic and environmental conditions. 2008 2006 The following table summarizes the changes in components of net income (in thousands): Analysis of the Allowance for Loan Losses As of December 31 2007 Changes in these ratios relate directly to: In certain circumstances, we use various government guarantee programs to reduce the risk of loss. At December 31, 2008, $222 million of our loans were, to some level, guaranteed under these government programs. • • • 2008 320 17 (1,085) 400 2006 Total change in net income 0.3% 22.5% 20.9% 0.2% 67.6% 55.4% 0.3% 46.6% 42.3% -16.4% -9.7% 0.1% 8.9% $16,862 $11,779 Net Interest Income Net interest income was $78.2 million for the year ended December 31, 2008. The following table quantifies changes in net interest income (in thousands): Changes in net interest income due to: In our opinion, the allowance for loan losses was reasonable in relation to the probable losses in the loan portfolio at December 31, 2008. The changes in the ratios reflect the increase in risk assets, primarily from the transfer of nine agribusiness accounts to nonaccrual status in 2008. The agribusiness loans transferred to nonaccrual status were in the ethanol and poultry industry. Changes in volume Changes in rates Changes in nonaccrual income and other Net change Additional Loan Information Additional loan information is included in Notes 3, 12 and 13. 2008 vs. 2007 vs. 2007 2006 $15,244 (2,104) $7,388 (854) 316 (18) $13,122 $6,850 Net interest income included income on nonaccrual loans that totaled $798 thousand in 2008, $596 thousand in 2007, and $234 thousand in 2006. Nonaccrual income is recognized when: Investment Securities • • • In addition to loans, we hold investment securities. Investments totaled $29.4 million at December 31, 2008 and $1.3 million at December 31, 2007. We had no investments at December 31, 2006. Of the total investments, $1.3 million is part of the 3-year Agricultural and Rural Community (ARC) bond pilot program. The remaining $28.1 million represents our share of received in cash, collection of the recorded investment is fully expected, and prior chargeoffs have been recovered. Net interest margin (net interest income divided by average earning assets) was 2.7% in 2008, 2.9% in 2007, and 3.0% in 2006. 4 Provision for Loan Losses Operating Expenses The variance in the provision for loan losses is primarily related to the transfer of nine agribusiness accounts to nonaccrual status in 2008. The agribusiness loans transferred to nonaccrual status were in the ethanol and poultry industry. The following presents a comparison of operating expenses by major category and the operating rate (operating expenses as a percentage of average earning assets) for the past three years (in thousands): For the year ended December 31 2008 2007 2006 Patronage Income Salaries and benefits Purchased and vendor services Communications Occupancy and equipment Advertising and promotion Examination Farm Credit System insurance Other We receive two different types of discretionary patronage from AgriBank. AgriBank’s Board of Directors sets the level of patronage for each of the following: • • patronage on our note payable with AgriBank, equalization income based on our preferred stock investment in AgriBank. We received patronage income based on the average balance of our note payable to AgriBank. AgriBank’s Board of Directors sets the patronage rate. We recorded patronage income of $6.9 million in 2008, $6.6 million in 2007, and $5.3 million in 2006. Changes in our note payable to AgriBank and, to a lesser extent, patronage rate changes caused the variances in the patronage income amounts. The patronage rates paid by AgriBank were 27 basis points in 2008, 34 basis points in 2007, and 32 basis points in 2006. Total operating expense Less: Related services and other income Net operating expense Net operating rate Prior to 2008, we received another component of patronage, referred to as equalization income, from AgriBank. The quarterly average balance of any excess stock investment in AgriBank is used to determine this amount. The targeted rate equals the average cost of funds for all affiliated associations as a group. As of December 31, 2008, we no longer had any preferred stock investment in AgriBank. Equalization income totaled $24 thousand for 2008, $193 thousand for 2007, and $410 thousand for 2006. $31,162 5,977 736 4,205 1,116 838 4,380 8,862 $24,560 4,113 614 4,170 1,303 817 3,301 7,625 $23,307 3,628 660 3,464 964 800 2,852 6,905 57,276 46,503 42,580 39,803 21,351 14,980 $17,473 $25,152 $27,600 0.6% 1.1% 1.4% The operating expense increases were primarily related to increased salaries and benefits costs, purchased services costs primarily related to the conversion to Farm Credit Financial Partners, Inc. technology systems and Farm Credit System insurance expense. Consolidation Expenses We began receiving patronage from CoBank, ACB in 2006. This patronage income totaled $272 thousand in 2008, $299 thousand in 2007, and $160 thousand in 2006. Consolidation expenses related to our January 1, 2008 consolidation were primarily related to employee retention and severance costs. Expenses also included attorney fees, printing and postage costs, and consulting charges. Financially Related Services and Miscellaneous Income, Net Provision for Income Taxes Financially related services and miscellaneous income, net is primarily comprised of insurance related income. The increase in financially related services and miscellaneous income, net is primarily due to a record year in multi-peril crop insurance income. Annual multi-peril crop insurance premiums are based on the base price for crops which is established in February of each year. The base price for crops in 2008 was approximately 70% higher than the base price for 2007 crops. As a result, the producer premiums were higher in 2008 versus 2007 resulting in higher commission income for AgCountry in 2008. We recorded tax expense of $642 thousand for the year ended December 31, 2008, compared to $659 thousand for 2007, and $1.1 million for 2006. The changes in provision for income taxes are related to lower taxable incomes in 2008 and 2007. See Note 9 for additional discussion. Funding and Liquidity We borrow from AgriBank under a note payable, in the form of a line of credit, as described in Note 7. During 2008, our average balance was $2.5 billion with an average interest rate of 3.6%. Our average balance during 2007 was $1.9 billion with an average interest rate of 5.2% and during 2006 our average balance was $1.7 billion with an average interest rate of 4.9%. Our other source of lendable funds is from unallocated surplus. Our approach to sustaining sufficient liquidity to fund operations and meet current obligations is to maintain an adequate line of credit with AgriBank. At December 31, 2008, we had $1.2 billion available under our line of credit. We generally apply excess cash to this line of credit. 5 capacity and preferences. We had $541.2 million of CFG volume at December 31, 2008, $354.6 million at December 31, 2007, and $251.4 million at December 31, 2006. We also had $298.2 million of available commitment on CFG loans at December 31, 2008. We offer variable, fixed, capped, indexed, and adjustable interest rate loan programs to our borrowers. Variable and fixed rate lease programs are also offered. We determine interest margins charged on each lending program based on: • • • ProPartners Financial cost of funds, market conditions, and the need to generate sufficient earnings. We participate in ProPartners Financial (ProPartners) with other associations in North Dakota, Minnesota, Illinois, Wisconsin, and Michigan. ProPartners provides financing programs for clients of agribusiness companies. ProPartners is directed by representatives from the participating associations. The income, expense and loss sharing arrangements are based on each association’s participation interest of ProPartners volume. Each association’s allocation is established according to a prescribed formula based on risk funds of the associations. We had $96.4 million of ProPartners volume at December 31, 2008, $80.0 million at December 31, 2007, and $57.4 million at December 31, 2006. The repricing attributes of our line of credit generally correspond to the repricing attributes of our loan portfolio which significantly reduces our market interest rate risk. Capital Adequacy Total members’ equity increased $65.6 million during 2008 due to net income for the period and an increase in capital stock and participation certificates outstanding. Trade Credit Members’ equity position information is as follows (in thousands): As of December 31 Members' equity 2008 $552,026 2007 $486,398 We have entered into agreements with certain dealer networks to provide alternative service delivery channels to borrowers. These trade credit opportunities create more flexible and accessible financing options to borrowers through programs such as dealer point-of-purchase financing. 2009 $438,263 Surplus as a percentage of members' equity 98.6% 98.6% 98.4% Permanent capital ratio 14.1% 15.8% 16.3% Total surplus ratio 13.9% 15.5% 16.0% Core surplus ratio 13.9% 15.4% 15.8% AgriSolutions We have an alliance with AgriSolutions, a farm software and consulting company, to provide farm records software. Farm Cash Management Our capital plan is designed to maintain an adequate amount of surplus and allowance for loan losses which represents our reserve for adversity prior to impairment of stock. We manage our capital to allow us to meet member needs and protect member interests, both now and in the future. We offer Farm Cash Management to our members. Farm Cash Management links members’ revolving lines of credit with an AgriBank Investment Bond to optimize members’ use of funds. Mission Related Investments At December 31, 2008, our permanent capital, total surplus, and core surplus ratios significantly exceeded the regulatory minimum requirements. See Note 8 for further discussions of these regulatory ratios. We participate in an Investment for Rural America pilot program authorized during 2006 by the Farm Credit Administration in order to meet the changing needs of agriculture and rural America by making investments that support farmers, ranchers, agribusinesses, and their rural communities and businesses. These investments will help to increase their well-being and prosperity by providing an adequate flow of capital into rural areas. We had $1.3 million of volume under this pilot program outstanding at December 31, 2008 and at December 31, 2007. We made no investments prior to 2007. In addition to these regulatory requirements, we establish an optimum permanent capital target. This target allows us to maintain a capital base adequate for future growth, investment in new products and services, and for earnings and credit quality volatility. The target is subject to revision as circumstances change. As of December 31, 2008, we have established a long-term capital objective of not less than 12% of the total and core surplus ratios as defined by the Farm Credit Administration. The changes in our capital ratios reflect changes in capital and assets. Refer to the Loan Portfolio Section for further discussion of the changes in assets. Additional members’ equity information is included in Note 8. Relationship with AgriBank Borrowings Initiatives We borrow from AgriBank to fund our lending operations in accordance with the Farm Credit Act of 1971, as amended. Approval from AgriBank is required for us to borrow elsewhere. A General Financing Agreement, as discussed in Note 7, governs this lending relationship. Cost of funds under the General Financing Agreement includes: We are involved in a number of initiatives designed to improve our credit delivery, related services, and marketplace presence. FCS Commercial Finance Group • • • • We participate in the FCS Commercial Finance Group (CFG) alliance with other associations in Minnesota and North Dakota to meet the financial needs of agricultural producers and agribusiness operations. The CFG is governed by representatives from each participating association. The income, expense and loss sharing arrangements are based on each association’s participation interest of the CFG volume. Each association determines its commitment for new volume opportunities based on its a marginal cost of debt component, a cost of servicing component, a bank spread component, and a risk premium component, if applicable. In the periods presented, we were not subject to the risk premium component. The marginal cost of debt approach simulates match funding the cost of underlying debt with substantially the same terms as the 6 anticipated terms of our loans to borrowers. This methodology substantially protects us from interest rate risk. Affect on Members’ Investment We are required to invest in AgriBank capital stock as a condition of borrowing. This investment may be in the form of purchased stock or stock representing previously distributed AgriBank surplus. As of December 31, 2008, we were required to maintain a common stock investment equal to 2.5% of the average quarterly balance of our note payable to AgriBank. AgriBank’s current bylaws allow AgriBank to increase the required investment to 4.0%. Effective in 2009, our required investment will include an additional 1% on growth that exceeds a targeted rate. Due to the nature of our financial relationship with AgriBank, the financial condition and results of operations of AgriBank materially affect our members’ investment. To request a free copy of the combined AgriBank, FCB and Affiliated Associations’ financial reports contact AgCountry Farm Credit Services, ACA at Post Office Box 6020, Fargo, North Dakota 58108-6020, (701) 282-9494 or via electronic mail to acndinternet@agcountry.com or through our website at www.agcountry.com or contact AgriBank at 375 Jackson Street, St. Paul, MN 55101-1810, (651) 282-8800, or via electronic mail to AGRIBANKMN@agribank.com. The reports are also available through AgriBank’s website at www.agribank.com. At December 31, 2008, $47.4 million of our investment in AgriBank consisted of stock representing distributed AgriBank surplus and $20.0 million consisted of purchased investment. For the periods presented in this report, we have received no dividend income on this stock investment and we do not anticipate any in future years. To request a free copy of our annual or quarterly reports contact us as stated above. The annual report is available on our website 75 days after the end of the calendar year and members are provided a copy of such report 90 days after the end of the year. The quarterly reports are available 40 days after the end of each calendar quarter. Investment Patronage Relationship with Other Farm Credit Institutions We receive patronage income based on the annual average daily balance of our note payable to AgriBank and equalization income based on the quarterly average daily balance of our excess stock investment in AgriBank. AgriBank’s Board of Directors sets the patronage rates. Effective July 1, 2004, we executed an "Agreement for the Transition of Services" with Farm Credit Financial Partners, Inc. (FPI), a Farm Credit System service corporation. This agreement was revised to extend beyond our January 1, 2008 consolidation date with Farm Credit Services of Grand Forks, ACA. During that time period, we transitioned the purchase of some of the services previously provided by AgriBank to FPI. Effective July 28, 2008, we completed the transition of our loan accounting, loan origination and general ledger systems from AgriBank to FPI. As part of this relationship, as of December 31, 2008, we had a $934 thousand equity investment in FPI. The total cost of services we purchased from FPI was $3.8 million in 2008, $1.4 million in 2007, and $842 thousand in 2006. Purchased Services We purchase various services from AgriBank including: • • • • certain information systems, certain financial services, certain accounting and reporting services, and selected retail product processing and support. We have a relationship with CoBank, ACB which involves purchasing or selling participation interests in loans. As part of this relationship, as of December 31, 2008, we had a $363 thousand equity investment in CoBank, ACB. CoBank, ACB provides direct loan funds to associations in its chartered territory and also makes loans to cooperatives and other eligible borrowers. The total cost of services we purchased from AgriBank was $880 thousand in 2008, $1.8 million in 2007, and $2.0 million in 2006. As discussed in the Relationship with Other Farm Credit Institutions Section, during 2008, we transitioned some of the services previously provided by AgriBank to Farm Credit Financial Partners, Inc. 7 REPORT OF MANAGEMENT AgCountry Farm Credit Services, ACA We prepare the consolidated financial statements of AgCountry Farm Credit Services, ACA and are responsible for their integrity and objectivity, including amounts that must necessarily be based on judgments and estimates. The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. The consolidated financial statements, in our opinion, fairly present the financial condition of AgCountry Farm Credit Services, ACA. Other financial information included in the annual report is consistent with that in the consolidated financial statements. To meet our responsibility for reliable financial information, we depend on accounting and internal control systems designed to provide reasonable but not absolute assurance that assets are safeguarded and transactions are properly authorized and recorded. Costs must be reasonable in relation to the benefits derived when designing accounting and internal control systems. Financial operations audits are performed to monitor compliance. PricewaterhouseCoopers LLP, our independent auditors, audit the consolidated financial statements. They also conduct a review of internal controls to the extent necessary to comply with generally accepted auditing standards in the United States of America. The Farm Credit Administration also performs examinations for safety and soundness as well as compliance with applicable laws and regulations. The Board of Directors has overall responsibility for our system of internal control and financial reporting. The Board of Directors and its Audit Committee consults regularly with us and meets periodically with the independent auditors and other auditors to review the scope and results of their work. The independent auditors have direct access to the Board of Directors, which is composed solely of directors who are not officers or employees of AgCountry Farm Credit Services, ACA. The undersigned certify we have reviewed AgCountry Farm Credit Services, ACA’s annual report and it has been prepared in accordance with all applicable statutory or regulatory requirements and the information contained herein is true, accurate, and complete to the best of our knowledge and belief. Mark Ellison Chairperson of the Board AgCountry Farm Credit Services, ACA Robert C. Bahl President and Chief Executive Officer AgCountry Farm Credit Services, ACA Jeremy W. Oliver Senior Vice President - Corporate Finance and Information Services AgCountry Farm Credit Services, ACA February 27, 2009 8 REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AgCountry Farm Credit Services, ACA AgCountry Farm Credit Services, ACA’s principal executives and principal financial officers, or persons performing similar functions, are responsible for establishing and maintaining adequate internal control over financial reporting for the Association’s consolidated financial statements. For purposes of this report, “internal control over financial reporting” is defined as a process designed by, or under the supervision of the Association’s principal executives and principal financial officers, or persons performing similar functions, and effected by its boards of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting information and the preparation of the consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Association, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial information in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Association, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Association’s assets that could have a material effect on its consolidated financial statements. The Association’s management has completed an assessment of the effectiveness of internal control over financial reporting as of December 31, 2008. In making the assessment, management used the framework in Internal Control — Integrated Framework, promulgated by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the “COSO” criteria. Based on the assessment performed, the Association concluded that as of December 31, 2008, the internal control over financial reporting was effective based upon the COSO criteria. Additionally, based on this assessment, the Association determined that there were no material weaknesses in the internal control over financial reporting as of December 31, 2008. Robert C. Bahl President and Chief Executive Officer AgCountry Farm Credit Services, ACA Jeremy W. Oliver Senior Vice President - Corporate Finance and Information Services AgCountry Farm Credit Services, ACA February 27, 2009 9 REPORT OF AUDIT COMMITTEE AgCountry Farm Credit Services, ACA The consolidated financial statements were prepared under the oversight of the Audit Committee. The Audit Committee is composed of a subset of the Board of Directors of AgCountry Farm Credit Services, ACA. The Audit Committee oversees the scope of the Association’s internal audit program, the approval and independence of PricewaterhouseCoopers LLP (PwC) as our independent auditors, the adequacy of the Association’s system of internal controls and procedures, and the adequacy of management’s action with respect to recommendations arising from those auditing activities. The Audit Committee’s responsibilities are described more fully in the Internal Control Policy and the Audit Committee Charter. Management is responsible for internal controls and the preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. PwC is responsible for performing an independent audit of the consolidated financial statements in accordance with generally accepted auditing standards in the United States of America and to issue their report based on their audit. The Audit Committee’s responsibilities include monitoring and overseeing these processes. In this context, the Audit Committee reviewed and discussed the audited consolidated financial statements for the year ended December 31, 2008, with management. The Audit Committee also reviewed with PwC the matters required to be discussed by Statement on Auditing Standards No. 114, The Auditor’s Communication with Those Charged with Governance, and both PwC and the internal auditors directly provided reports on significant matters to the Audit Committee. The Audit Committee had discussions with and received written disclosures from PwC confirming its independence. The Audit Committee also reviewed the non-audit services provided by PwC, if any, and concluded these services were not incompatible with maintaining PwC’s independence. The Audit Committee discussed with management and PwC such other matters and received such assurances from them as the Audit Committee deemed appropriate. Based on the foregoing review and discussions, and relying thereon, the Audit Committee recommended that the Board of Directors include the audited consolidated financial statements in the Annual Report for the year ended December 31, 2008. Jack Hansen Chairperson of the Audit Committee AgCountry Farm Credit Services, ACA Roger Weinlaeder Roger Bernstrom Alton Hermunslie Michael A. Long Greg Nelson Mike Vig February 27, 2009 10 David Johnsrud PricewaterhouseCoopers LLP 225 South Sixth Street Suite 1400 Minneapolis MN 55402 Telephone (612) 596 6000 www.pwc.com Report of Independent Auditors To the Board of Directors and Members of AgCountry Farm Credit Services, ACA In our opinion, the accompanying consolidated statement of condition and the related consolidated statements of income, of changes in members’ equity and of cash flows present fairly, in all material respects, the financial position of AgCountry Farm Credit Services, ACA (the Association) and its subsidiaries at December 31, 2008, 2007 and 2006, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Association’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. As described in Note 1, the consolidated financial statements give effect to the consolidation of AgCountry Farm Credit Services, ACA and Farm Credit Services of Grand Forks, ACA on January 1, 2008 in a transaction accounted for on a historical cost basis similar to that of a pooling of interests. February 27, 2009 11 CONSOLIDATED STATEMENT OF CONDITION AgCountry Farm Credit Services, ACA (Dollars in thousands) As of December 31 2008 2007* 2006* ASSETS Loans $3,049,792 $2,472,698 $2,098,040 9,260 4,874 6,135 3,040,532 2,467,824 2,091,905 Investment in AgriBank, FCB 67,363 54,685 48,773 Investment securities 29,366 1,325 -- Accrued interest receivable 49,316 50,688 48,019 Premises and equipment, net 28,420 22,438 21,014 250 700 -- Assets held for lease, net 69,589 56,295 42,828 Other assets 26,898 12,514 13,292 $3,311,734 $2,666,469 $2,265,831 Allowance for loan losses Net loans Other property owned Total assets LIABILITIES Note payable to AgriBank, FCB $2,713,027 $2,132,532 $1,782,929 Accrued interest payable 22,317 26,633 23,432 Net deferred income tax liability 11,909 4,775 5,472 Other liabilities 12,455 16,131 15,735 2,759,708 2,180,071 1,827,568 Total liabilities MEMBERS' EQUITY Capital stock and participation certificates 7,475 6,922 7,000 544,551 479,476 431,263 552,026 486,398 438,263 $3,311,734 $2,666,469 $2,265,831 Unallocated surplus Total members' equity Total liabilities and members' equity *Combined for the January 1, 2008 consolidation of AgCountry Farm Credit Services, ACA and Farm Credit Services of Grand Forks, ACA. The accompanying notes are an integral part of these consolidated financial statements. 12 CONSOLIDATED STATEMENT OF INCOME AgCountry Farm Credit Services, ACA (Dollars in thousands) Year ended December 31 2008 Interest income Interest expense Net interest income Provision for (reversal of) loan losses 2006* $170,491 $165,614 $140,718 92,299 100,544 82,498 78,192 65,070 58,220 4,604 Net interest income after provision for loan losses 2007* 73,588 (552) 65,622 1,402 56,818 Other income Patronage income 7,182 7,085 5,907 42,999 23,764 17,359 50,181 30,849 23,266 Salaries and employee benefits 31,162 24,560 23,307 Other operating expense 26,114 21,943 19,273 776 1,096 11 58,052 47,599 42,591 Income before income taxes 65,717 48,872 37,493 Provision for income taxes 642 659 1,059 $65,075 $48,213 $36,434 Financially related services and miscellaneous income, net Total other income Operating and other expense Consolidation expense Total operating and other expense Net income *Combined for the January 1, 2008 consolidation of AgCountry Farm Credit Services, ACA and Farm Credit Services of Grand Forks, ACA. The accompanying notes are an integral part of these consolidated financial statements. 13 CONSOLIDATED STATEMENT OF CHANGES IN MEMBERS' EQUITY AgCountry Farm Credit Services, ACA (Dollars in thousands) Capital Stock and Total Participation Unallocated Members' Certificates Surplus Equity $7,046 $394,829 $401,875 -- 36,434 36,434 Capital stock/participation certificates issued 428 -- 428 Capital stock/participation certificates retired (474) -- (474) Balance at December 31, 2005* Net income 7,000 431,263 438,263 -- 48,213 48,213 Capital stock/participation certificates issued 385 -- 385 Capital stock/participation certificates retired (463) -- (463) Balance at December 31, 2006* Net income 6,922 479,476 486,398 -- 65,075 65,075 7,570 -- 7,570 Capital stock/participation certificates retired (7,017) -- (7,017) Balance at December 31, 2008 $7,475 Balance at December 31, 2007* Net income Capital stock/participation certificates issued $544,551 $552,026 *Combined for the January 1, 2008 consolidation of AgCountry Farm Credit Services, ACA and Farm Credit Services of Grand Forks, ACA. The accompanying notes are an integral part of these consolidated financial statements. 14 CONSOLIDATED STATEMENT OF CASH FLOWS AgCountry Farm Credit Services, ACA (Dollars in thousands) Year ended December 31 2008 Cash flows from operating activities Net income Adjustments to reconcile net income to cash flows from operating activities: Depreciation on premises and equipment Depreciation on assets held for lease Provision for (reversal of) loan losses Increase in accrued interest receivable (Increase) decrease in other assets (Decrease) increase in accrued interest payable Increase (decrease) increase in other liabilities Loss (gain) on sale of other property owned Write down of other property owned Gain on sale of premises and equipment Gain on disposal of assets held for lease $65,075 2007* $48,213 2006* $36,434 1,782 10,973 4,604 (867) (14,384) (4,316) 3,458 -450 (316) (260) 1,742 9,463 (552) (5,738) 778 3,201 (301) --(11) (50) 1,722 7,710 1,402 (14,081) 1,992 7,269 894 (28) -(134) (154) 1,124 8,532 6,592 Net cash provided by operating activities 66,199 56,745 43,026 Cash flows from investing activities Increase in loans, net Purchases of investment in AgriBank, FCB Purchases of investment securities Purchases of assets held for lease, net Sales of other property owned, net Purchases of premises and equipment, net (575,106) (12,678) (28,041) (24,007) -(7,448) (372,859) (5,912) (1,325) (22,880) -(3,155) (263,192) (1,363) -(14,290) 391 (2,515) (647,280) (406,131) (280,969) 580,495 586 349,603 (217) 238,128 (185) 581,081 349,386 237,943 --- --- --- $ -- $ -- $ -- $2,239 $46 $79 --- $3,069 $343 $204 -$700 $2,138 $368 $229 -$186 $96,615 $2,312 $97,343 $2,819 $75,229 $2,531 Total adjustments Net cash used in investing activities Cash flows from financing activities Increase in note payable to AgriBank, FCB Capital stock and participation certificates issued (retired), net Net cash provided by financing activities Net change in cash Cash at beginning of year Cash at end of year Supplemental schedule of non-cash activities Interest transferred to loans Stock financed by loan activities Stock applied against loan principal Stock applied against interest Loans transferred to other property owned Supplemental information Interest paid Taxes paid *Combined for the January 1, 2008 consolidation of AgCountry Farm Credit Services, ACA and Farm Credit Services of Grand Forks, ACA. The accompanying notes are an integral part of these consolidated financial statements. 15 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS AgCountry Farm Credit Services, ACA surcharge and guaranteed loans which are deductions to the premium base. The premium rate on this base, originally 15 basis points, increased to 18 basis points effective October 1, 2008. AgriBank, in turn, assesses the associations premiums each year based on these same factors. Previously, AgriBank assessed the associations annual premiums based on the average principal outstanding of accrual and nonaccrual loans of the associations. NOTE 1: ORGANIZATION AND OPERATIONS Farm Credit System and District Farm Credit System Lending Institutions: The Farm Credit System is a nationwide system of cooperatively owned banks and associations established by Congress to meet the credit needs of American agriculture. At December 31, 2008, the Farm Credit System consisted of four Farm Credit Banks, one Agricultural Credit Bank, and ninety associations. AgriBank and its affiliated associations are collectively referred to as the District. At December 31, 2008, the District consisted of seventeen Agricultural Credit Associations that each have wholly-owned Federal Land Credit Association and Production Credit Association subsidiaries. Federal Land Credit Associations are authorized to originate long-term real estate mortgage loans. Production Credit Associations are authorized to originate short-term and intermediate-term loans. Agricultural Credit Associations are authorized to originate long-term real estate mortgage loans and short-term and intermediate-term loans either directly or through their subsidiaries. Associations are also authorized to provide lease financing options for agricultural purposes. AgriBank provides funding to all associations chartered within the District. Association AgCountry Farm Credit Services, ACA and its subsidiaries, AgCountry Farm Credit Services, FLCA and AgCountry Farm Credit Services, PCA are lending institutions of the Farm Credit System. We are a member-owned cooperative providing credit and credit-related services to, or for the benefit of, eligible members for qualified agricultural purposes in the counties of Barnes, Cass, Cavalier, Dickey, Grand Forks, Griggs, LaMoure, Nelson, Pembina, Ramsey, Ransom, Richland, Sargent, Steele, Stutsman, Towner, Traill, and Walsh in the state of North Dakota and Becker, Beltrami, Big Stone, Clay, Clearwater, Douglas, Grant, Hubbard, Kittson, Koochiching, Lake of the Woods, Mahnomen, Marshall, Norman, Ottertail, Pennington, Polk, Pope, Red Lake, Roseau, Stevens, Todd, Traverse, Wadena, and Wilkin in the state of Minnesota. Associations are authorized to provide, either directly, or in participation with other lenders, credit and related services to eligible borrowers. Eligible borrowers may include farmers, ranchers, producers or harvesters of aquatic products, rural residents and farm-related service businesses. In addition, associations can participate with other lenders in loans to similar entities. Similar entities are parties that are not eligible for a loan from a Farm Credit System lending institution, but have operations that are functionally similar to the activities of eligible borrowers. Associations are also authorized to purchase and hold certain types of investments. We borrow from AgriBank and provide financing and related services to our members. Our ACA holds all the stock of the FLCA and PCA subsidiaries and provides lease financing options for agricultural production or operating purposes. The FLCA makes secured long-term agricultural real estate and rural home mortgage loans and provides lease financing options. The PCA makes short-term and intermediate-term loans and provides lease financing options for agricultural production or operating purposes. We, along with other System Associations, own Financial Partners, Inc. (FPI) which provides technology and other operational services to its owners. Farm Credit System Regulator: The Farm Credit Administration is authorized by Congress to regulate the Farm Credit System banks and associations. We are examined by the Farm Credit Administration and certain association actions are subject to the prior approval of the Farm Credit Administration and/or AgriBank. We offer various risk management services, including credit life, term life, credit disability, crop hail, multi-peril crop and livestock insurance for borrowers and those eligible to borrow. We also offer farm records, fee appraisals, income tax planning and preparation services, retirement and succession planning, and producer education services to our members. Farm Credit Insurance Fund: The Farm Credit Act of 1971, as amended, established the Farm Credit System Insurance Corporation to administer the Farm Credit Insurance Fund. The Farm Credit Insurance Fund is used: • • • Consolidation/Merger Activity to insure the timely payment of principal and interest on Farm Credit Systemwide debt obligations, to insure the retirement of protected borrower capital at par or stated value, and for other specified purposes. On January 1, 2008, AgCountry Farm Credit Services, ACA and Farm Credit Services of Grand Forks, ACA consolidated to form a new association known as AgCountry Farm Credit Services, ACA. Simultaneously, the subsidiaries of Farm Credit Services of Grand Forks, ACA merged into the subsidiaries of AgCountry Farm Credit Services, ACA. The associations had been operating under a joint management agreement since April 1, 2007. The consolidation was accounted for on a historical cost basis similar to that of a pooling of interests with the associations combined at their respective book values. Accordingly, the accompanying consolidated financial statements for all years presented include the accounts and results of operations of AgCountry Farm Credit Services, ACA and Farm Credit Services of Grand Forks, ACA as if the merger had been in effect for all periods presented. At the discretion of the Farm Credit System Insurance Corporation, the Farm Credit Insurance Fund is also available to provide assistance to certain troubled Farm Credit System institutions and for the operating expenses of the Farm Credit System Insurance Corporation. Each Farm Credit System bank has been required to pay premiums into the Farm Credit Insurance Fund until the assets in the Farm Credit Insurance Fund equal 2% of Systemwide debt obligations. This percentage of aggregate obligations can be changed as the Farm Credit System Insurance Corporation, in its sole discretion, determines to be actuarially sound. Prior to July 1, 2008, the premiums were based on each bank’s annual average loan principal outstanding. Insurance rates were 15 basis points on accrual loans and 25 basis points on nonaccrual loans through June 30, 2008. Effective July 1, the basis for assessing premiums was changed from loans to debt outstanding. Adjustments to debt outstanding are made for nonaccrual loans and impaired investments which are assessed a 16 year is capitalized to the recorded investment of the loan. Any cash received on nonaccrual loans is applied to reduce the recorded investment in the loan, except in those cases where the collection of the recorded investment is fully expected and the loan does not have any unrecovered prior chargeoffs. Nonaccrual loans may be returned to accrual status when: Separate net interest income and net income of AgCountry Farm Credit Services, ACA and Farm Credit Services of Grand Forks, ACA prior to the consolidation were as follows: 2007 For the Year Ended December 31 2006 Net Interest Income AgCountry Farm Credit Services, ACA Farm Credit Services of Grand Forks, ACA $44,368 20,702 $39,770 18,450 Consolidated AgCountry Farm Credit Services, ACA $65,070 $58,220 Net Income AgCountry Farm Credit Services, ACA Farm Credit Services of Grand Forks, ACA $34,989 13,224 $26,933 9,501 Consolidated AgCountry Farm Credit Services, ACA $48,213 $36,434 • • • • Investment Securities: We are authorized to purchase and hold certain types of investments. As we have the positive intent and ability to hold these investments to maturity, they have been classified as held-to-maturity and are carried at cost. Allowance for Loan Losses: The allowance for loan losses is an estimate of losses on loans in our portfolio as of the financial statement date. We determine the appropriate level of allowance for loan losses based on periodic evaluation of factors such as: NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES • • • Our accounting and reporting policies conform to accounting principles generally accepted in the United States of America and the prevailing practices within the financial services industry. Preparing financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. • • • nonaccrual loans, formally restructured loans, and loans that are 90 days or more past due and still accruing. We record a specific allowance to reduce the carrying amount of the risk loan to the lower of book value or the net realizable value of collateral. When collection is unlikely, we charge the loan principal and prior year(s) accrued interest against the allowance for loan losses. Subsequent recoveries, if any, are added to the allowance for loan losses. The following are our significant accounting policies: Loans: Mortgage loan terms range from 5 to 40 years at origination. Almost all commercial loans are made for agricultural production or operating purposes with original loan terms of 10 years or less. We apply Statement of Financial Accounting Standard No. 5, Accounting for Contingencies, to loans that are not individually assessed as impaired. An allowance is recorded for probable and estimable credit losses as of the financial statement date. Loans are carried at their principal amount outstanding. Loan interest is accrued and credited to interest income based upon the daily principal amount outstanding. We currently account for loan origination fees in accordance with Statement of Financial Accounting Standards No. 91, Accounting for Nonrefundable Fees and Costs Associated with Originating or Acquiring Loans and Initial Direct Costs of Leases, which establishes the accounting for nonrefundable fees and costs associated with lending, commitment to lend, or purchasing a loan or group of loans. Material fees, net of related costs, are deferred and recognized over the life of the loan as an adjustment to the yield. Other loan fees are recorded as an offset to the related origination costs. The net amount of these fees and expenses is not material to the consolidated financial statements taken as a whole. Changes in the allowance for loan losses consist of provision activity, recorded as “Provision for (reversal of) loan losses” on the Consolidated Statement of Income, and chargeoffs and recoveries. Investment in AgriBank: Accounting for our investment in AgriBank is on a cost plus allocated equities basis. The investment in AgriBank is in the form of Class P common stock. Premises and Equipment: The carrying amount of premises and equipment is at cost, less accumulated depreciation. Calculation of depreciation is generally on the straight-line method over the estimated useful lives of the assets. Gains or losses on disposition are included in current operating results. Maintenance and repairs are included in operating expense and improvements are capitalized. We place loans in nonaccrual status when: • loan loss history, portfolio quality, and current economic and environmental conditions. Loans in our portfolio that are considered impaired are analyzed individually under Statement of Financial Accounting Standard No. 114, Accounting by Creditors for Impairment of a Loan, to establish a specific allowance for impaired loans. A loan is impaired when it is probable that all amounts due under the contractual terms of the loan agreement will not be collected. We measure impairment based on the net realizable value of the collateral. All risk loans are considered to be impaired loans. Risk loans include: The consolidated financial statements present the consolidated financial results of AgCountry Farm Credit Services, ACA (the parent) and AgCountry Farm Credit Services, FLCA and AgCountry Farm Credit Services, PCA (the subsidiaries). All material intercompany transactions and balances have been eliminated in consolidation. • principal and interest are current, prior chargeoffs have been recovered, the ability of the borrower to fulfill the contractual repayment terms is fully expected, and the loan is not classified as doubtful or loss. principal or interest is delinquent for 90 days or more (unless the loan is well secured and in the process of collection) or circumstances indicate that full collection is not expected. Other Property Owned: We record other property owned, which consists of real and personal property acquired through foreclosure or deed in lieu of foreclosure, at the lower of the carrying amount or the fair value less estimated selling costs. Income and expense from operations and carrying When a loan is placed in nonaccrual status, we reverse accrued interest to the extent principal plus accrued interest before the transfer exceeds the net realizable value of the collateral. Any unpaid interest accrued in a prior 17 Where quoted prices are available in an active market, investment securities would be classified as Level 1. If quoted prices are not available in an active market, the fair value of securities is estimated using pricing models that utilize observable inputs, quoted prices for similar securities received from pricing services or discounted cash flows. Generally, these securities would be classified as Level 2. Where there is limited activity or less transparency around inputs to the valuation, the securities are classified as Level 3. The fair value disclosures have been expanded in accordance with SFAS No. 157, as disclosed in Note 13. value adjustments are included in “Financially related services and miscellaneous income, net” on the Consolidated Statement of Income. Leases: We have finance and operating leases. Under finance leases, unearned income from lease contracts represents the excess of gross lease receivables plus residual receivables over the cost of leased equipment. We amortize net unearned finance income to earnings on the interest method. The carrying amount of finance leases is included in “Loans” on the Consolidated Statement of Condition and represents lease rent receivables net of the unearned income plus the residual receivable. We recognize operating lease revenue evenly over the term of the lease. We charge depreciation and other expenses against revenue as incurred. The carrying amount of operating leases is included in “Assets held for lease, net” on the Consolidated Statement of Condition and represents the asset cost net of accumulated depreciation. NOTE 3: LOANS AND INVESTMENT SECURITIES Loans consisted of the following (in thousands): As of December 31, 2008 Employee Benefit Plans: Our employees may be eligible to participate in the defined benefit retirement plan of the Seventh Farm Credit District. The plan is comprised of two benefit formulas. Effective October 1, 2001, all new benefits-eligible employees participate in the cash balance formula. Employees hired prior to October 1, 2001, were on the final average pay formula. These employees were given a one-time option to convert to the cash balance formula or to remain on a final average pay formula. The District plan utilizes the "Projected Unit Credit" actuarial method for financial reporting purposes and the "Entry Age Normal Cost" method for funding purposes. Effective January 1, 2007, the defined benefit retirement plan was closed to new employees. Employees hired after December 31, 2006, only participate in the defined contribution plan. $935,103 417,197 476,696 974,090 51,467 904,943 26,162 24.7% 11.0% 12.6% 25.7% 1.4% 23.9% 0.7% Subtotal 3,785,658 100.0% Total loans As of December 31, 2007 We also provide certain health and life insurance benefits to eligible retired employees according to the terms of those benefit plans. The anticipated cost of these benefits is accrued during the employees’ active service period. 3,094,517 100.0% (621,819) $2,472,698 Amount Percentage Long-term agricultural mortgage Production Intermediate term Processing and marketing Finance leases Participations purchased Other $727,811 366,351 396,525 390,267 28,354 473,457 1,400 30.5% 15.4% 16.6% 16.4% 1.2% 19.9% -- Subtotal 2,384,165 100.0% Total loans 18 Percentage Subtotal Participations sold Fair Value Measurement: Effective January 1, 2008, we adopted SFAS No. 157, “Fair Value Measurements.” This Statement defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. It also clarifies that the term fair value is intended to mean a market-based measure, not an entity-specific measure. It describes three levels of inputs that may be used to measure fair value. Amount 25.3% 12.6% 13.9% 25.9% 1.3% 21.0% -- As of December 31, 2006 Statement of Cash Flows: For purposes of reporting cash flow, cash includes cash on hand. $3,049,792 $781,636 390,693 429,648 802,930 38,810 649,436 1,364 Total loans The FLCA is exempt from federal and other taxes to the extent provided in the Farm Credit Act of 1971, as amended. (735,866) Long-term agricultural mortgage Production Intermediate term Processing and marketing Finance leases Participations purchased Other Participations sold Income Taxes: The ACA and PCA accrue federal and state income taxes. Deferred tax assets and liabilities are recognized for future tax consequences of temporary differences between the carrying amounts and tax basis of assets and liabilities. Deferred tax assets are recorded if the deferred tax asset is more likely than not to be realized. If the realization test cannot be met, the deferred tax asset is reduced by a valuation allowance. We have adopted Financial Accounting Standards Board Interpretation No. 48 – Accounting for Uncertainty in Income Taxes. Under the interpretation, the expected future tax consequences of uncertain income tax positions are accrued. Percentage Long-term agricultural mortgage Production Intermediate term Processing and marketing Finance leases Participations purchased Other Participations sold The defined contribution plan allows eligible employees to save for their retirement either pre-tax/post-tax or both with an employer match on a percentage of the employee’s contributions. For employees hired after December 31, 2006, the defined contribution plan is the only retirement plan available, and we provide benefits under this plan in the form of a fixed percentage of salary contribution in addition to the employer match. Employer contributions are expensed when incurred. Amount (286,125) $2,098,040 Participations Risk Loans We may purchase or sell participation interests with other parties in order to diversify risk, manage loan volume, and comply with Farm Credit Administration Regulations or General Financing Agreement limitations. A loan is considered a risk loan if it is probable that we will be unable to collect all principal and interest according to the loan agreement. The following table presents risk loan (accruing volume includes accrued interest receivable) information (in thousands): The following table presents information regarding participations purchased and/or sold (in thousands): As of December 31 As of December 31, 2008 Participations Purchased Participations purchased from/sold to: Other Farm Credit System institutions AgriBank, FCB Non-Farm Credit System institutions $734,775 -170,168 $537,314 21,918 176,634 Total participations purchased/sold $904,943 $735,866 Nonaccrual loans: Current as to principal and interest Past due Total nonaccrual loans Accruing restructured loans Loans past due 90 days or more still accruing Sold The participation volume is largely due to participations on loans to agribusinesses. At December 31, 2008, volume plus commitments to our ten largest borrowers totaled an amount equal to 61.5% of members’ equity. Approximately 30% of this volume is in the Standby Commitment to Purchase Agreement with the Federal Agricultural Mortgage Corporation which mitigates our risk in these loans. Other 14.8% Forestry 5.2% Dairy 3.5% Poultry & eggs 3.3% Livestock 3.9% Ethanol 12.5% $5,386 7,790 13,176 1,344 2,268 510 -- $44,332 $8,802 $14,520 $6,297 2,505 $3,663 10,857 Total risk loans $44,332 $8,802 $14,520 $5,487 $1,606 $3,277 2008 2007 2006 Income on accrual risk loans Income on nonaccrual loans $124 798 $138 596 $260 234 Total income on risk loans $922 $734 $494 $17,632 $12,936 $13,195 The material increase in nonaccrual loans from 2007 to 2008 primarily reflects the transfer of nine agribusiness accounts to nonaccrual status in 2008. The agribusiness loans transferred to nonaccrual status were in the ethanol and poultry industry. At December 31, 2008, all of the loans past due 90 days or more and still accruing interest was allocated to us through our participation with ProPartners Financial. All were classified as Other High Risk, and six of these loans were 92 days past due at December 31, 2008. Based on analysis, these loans were adequately secured and in the process of collection. Sugar Beets 9.3% Rural electric 3.9% $4,949 2,263 7,212 1,080 We did not have any material commitments to lend additional money to borrowers whose loans were at risk at December 31, 2008 Concentration of Agricultural Commodities Meat products 6.2% $34,164 6,901 41,065 999 $26,998 17,334 Average recorded investment Our agricultural commodity concentrations at December 31, 2008, were as follows: Telecom 3.2% 2006 Total risk loans For the year ended December 31 We have concentrations with individual borrowers, within various agricultural commodities and within our chartered territory. 2007 Volume with specific reserves Volume without specific reserves Total specific reserves Portfolio Concentrations 2008 Cash Grains (primarily corn, soybeans and wheat) 34.2% To manage portfolio concentration limitations and to enhance revenue, we have entered into a Standby Commitment to Purchase Agreement with the Federal Agricultural Mortgage Corporation (Farmer Mac). This has allowed us to hold a larger portion of the ethanol loans in our loan portfolio. In the event of default, subject to certain conditions, we have the right to sell the loans identified in the agreement to Farmer Mac. Credit guarantees remain in place until receipt of full payment. The balance of loans under this agreement was $167.6 million at December 31, 2008, $158.0 million at December 31, 2007, and $98.5 million at December 31 2006. Fees paid to Farmer Mac for these commitments totaled $1.8 million in 2008, $1.1 million in 2007, and $783 thousand in 2006. These amounts are included in “Operating expense” on the Consolidated Statement of Income. As of December 31, 2008, no sales of loans to Farmer Mac have been made under this agreement. The commodity concentrations have not changed materially from prior years. We are chartered to operate in certain counties in North Dakota and Minnesota. Approximately 30.6% of our total loan portfolio was in the twelve counties of the Red River Valley at December 31, 2008. While these concentrations represent our maximum potential credit risk as it relates to recorded loan principal, a substantial portion of our lending activities is collateralized. This reduces our exposure to credit loss associated with our lending activities. We consider credit risk exposure in establishing the allowance for loan losses. 19 Investment Securities NOTE 6: PREMISES, EQUIPMENT AND ASSETS HELD FOR LEASE Investments totaled $29.4 million at December 31, 2008. We purchased investment bonds as a part of the Agricultural and Rural Community (ARC) bond pilot program which total $1.3 million at December 31, 2008. The remaining $28.1 million represents our share of investment notes in a trust of equipment loans. These were purchased through our participation in the FCS Commercial Finance Group (CFG). Premises and equipment consisted of the following (in thousands): As of December 31 Land, buildings and improvements The following table presents the book value, unrealized gain/loss and fair value of the investment securities (in thousands). As of December 31 2008 2007 2006 Book value Gross unrealized gains Gross unrealized losses $29,366 $296 ($3,888) $1,325 18 (6) $ ---- Estimated fair value $25,774 $1,337 $ -- 4.6% 7.0% Weighted Average Yield -- 2008 Balance at end of year $9,260 4,604 85 (303) 2007 2006 $6,135 $6,780 (552) 100 (809) 1,402 218 (2,265) $4,874 At December 31, 2008, we were required by AgriBank to maintain an investment equal to 2.5% of the quarter-end balance of our note payable to AgriBank. Effective in 2009, our required investment will include an additional 1% on growth that exceeds a targeted rate. The following summarizes investment balances (in thousands): Common stock Preferred stock Total investment $67,363 -$67,363 2007 $52,543 2,142 $54,685 $22,438 8,243 30,609 (9,595) $21,014 In addition, we have a note agreement with CoBank, ACB to obtain funding, in the amount not to exceed $20 million, in connection with specific CoBank, ACB related transactions. The interest rate and repayment terms on such indebtedness will be established at the time of the related transactions and the note to CoBank, ACB is subject to annual review. To date, we have not drawn on this line of credit. NOTE 5: INVESTMENT IN AGRIBANK 2008 $28,420 $22,366 The General Financing Agreement provides for limitations on our ability to borrow funds based on specified factors or formulas relating primarily to credit quality and financial condition. We cannot exceed these limitations without approval from AgriBank. At December 31, 2008, and throughout the year, we were within the specified limitations and in compliance with all debt covenants. $6,135 Our allowance for loan losses increased to $9.3 million at December 31, 2008. The increase is largely the result of $4.6 million provision expense we recorded in 2008 reflecting the transfer of nine agribusiness accounts to nonaccrual status in 2008. The agribusiness loans transferred to nonaccrual status were in the ethanol and poultry industry. As of December 31 Total 7,407 31,720 (9,282) Our note payable to AgriBank represents borrowings, in the form of a line of credit, to fund our loan portfolio. The line of credit is governed by a General Financing Agreement and our assets serve as collateral. The total line of credit was $3.9 billion and the outstanding principal under the line of credit was $2.7 billion as of December 31, 2008. The interest rate is adjusted monthly and was 2.8% at December 31, 2008. During 2008, our average balance was $2.5 billion with an average interest rate of 3.6%. Our average balance during 2007 was $1.9 billion with an average interest rate of 5.2% and during 2006 our average balance was $1.7 billion with an average interest rate of 4.9%. Our note was renewed December 23, 2008 with a February 28, 2010 maturity date at which time the note will be renegotiated. A summary of the changes in the allowance for loan losses follows (in thousands): $4,874 $29,703 9,261 38,964 (10,544) $24,313 Furniture and equipment Subtotal Less: accumulated depreciation 2006 NOTE 7: NOTE PAYABLE TO AGRIBANK NOTE 4: ALLOWANCE FOR LOAN LOSSES Balance at beginning of year Provision for (reversal of) loan losses Loan recoveries Loan chargeoffs 2007 We also hold property for the purpose of agricultural leasing, primarily farm equipment and livestock facilities. Net operating lease income totaled $3.4 million in 2008, $2.7 million in 2007, and $2.4 million in 2006. Net operating lease assets totaled $69.6 million at December 31, 2008, $56.3 million at December 31, 2007, and $42.8 million at December 31, 2006. Income is recorded in interest income and totaled $972 thousand in 2008 and $92 thousand in 2007. We had no investment income in 2006. For the year ended December 31 2008 2006 $44,998 3,775 $48,773 20 We have an agreement with AgriBank which defines how our investment in AgriBank is allocated in calculating regulatory capital ratios. According to the agreement, we include in our ratios all preferred stock which is the amount of our investment in AgriBank that is in excess of the required amount. At December 31, 2008, we no longer had any preferred stock. At December 31, 2007, we included 3.9% and at December 31, 2006, we included 7.7% of our investment in AgriBank as capital. These changes did not have a material impact on our regulatory capital ratios. NOTE 8: MEMBERS’ EQUITY Capitalization Requirements In accordance with the Farm Credit Act of 1971, as amended, each borrower is required to invest in us as a condition of obtaining a loan. As authorized by the Agricultural Credit Act of 1987 and our capital bylaws, the Board of Directors has adopted a capital plan that establishes a stock purchase requirement for obtaining a loan of 2% of the customer’s aggregate outstanding loan(s) or one thousand dollars, whichever is less, or such greater amount of such borrower’s aggregate outstanding loan balance as may be determined by the Board from time to time. Based on these authorities, stock/participation certificate purchase is not required for facility leases; however, non-borrowers with equipment leases are required to have a single $5 participation certificate in the ACA. The ACA and its subsidiary PCA and FLCA are also authorized by FCA to offer approved financial services to persons eligible to borrow from the Farm Credit System. The investment requirement for each purchaser of crop insurance that is not a stock or participation certificate holder is a single $5 participation certificate in the ACA. The Board of Directors may increase the amount of required investment to the extent authorized in the capital bylaws. The borrower acquires ownership of the capital stock at the time the loan/lease is made, but usually does not make a cash investment. We retain a first lien on the stock or participation certificates owned by customers. Description of Equities The following table presents information regarding classes and number of shares of stock and participation certificates outstanding as of December 31, 2008. All shares and participation certificates were $5.00 par value. As of December 31, 2008 Class B common stock (at-risk) Class E participation certificates (at-risk) Only holders of Class B stock have voting rights. Our bylaws do not prohibit us from paying dividends on any classes of stock. However, no dividends have been declared during the last three years. Our bylaws generally permit stock and participation certificates to be retired at the discretion of the Board of Directors and in accordance with our capitalization plans, provided prescribed capital standards have been met. At December 31, 2008, we exceeded the prescribed standards. We do not anticipate any significant changes in capital that would affect the normal retirement of stock. Regulatory Capitalization Requirements Under capital adequacy regulations, we are required to maintain a permanent capital ratio of at least 7%, a total surplus ratio of at least 7%, and a core surplus ratio of at least 3.5%. The calculation of these ratios in accordance with Farm Credit Administration Regulations is discussed below: In accordance with our bylaws, in the event of our liquidation or dissolution, any assets remaining after payment or retirement of all liabilities shall be distributed pro rata to all holders of stock. The permanent capital ratio is average at-risk capital divided by average risk-adjusted assets. At December 31, 2008, our ratio was 14.1%. • The total surplus ratio is average unallocated surplus less any deductions made in the computation of permanent capital divided by average risk-adjusted assets. At December 31, 2008, our ratio was 13.9%. • The core surplus ratio is average unallocated surplus less any deductions made in the computation of total surplus and less any preferred stock investment in AgriBank divided by average riskadjusted assets. At December 31, 2008, our ratio was 13.9%. 1,491,201 3,855 Under our bylaws, we are also authorized to issue Class C and Class D common stock. This stock is at-risk and nonvoting with a $5.00 par value per share. Currently, no stock of these classes has been issued. During the first quarter of 2008, we transitioned to a new stock program. Under the terms of the new program, we issued one thousand dollars of stock to all loan customers and established an offsetting stock receivable account. We also issued one participation certificate to those customers required to own one participation certificate and established an offsetting participation certificate receivable account. • Shares Outstanding In the event of impairment, losses will be absorbed by concurrent impairment of all classes of stock. All classes of stock are transferable to other customers who are eligible to hold such class as long as AgCountry Farm Credit Services, ACA meets the regulatory minimum capital requirements. Patronage Distributions The Farm Credit Administration Regulations prohibits patronage distributions to the extent they would reduce our permanent capital ratio below the minimum permanent capital adequacy standards. We do not foresee any events that would result in this prohibition in 2009. We do not have a patronage program to make such distributions. 21 NOTE 9: INCOME TAXES Deferred Income Taxes Provision for Income Taxes Deferred tax assets and liabilities are composed of the following (in thousands): As of December 31 Our provision for income taxes follows (in thousands): For the year ended December 31 Current: Federal State Total current Deferred: Federal State Total deferred 2008 ($6,049) (443) (6,492) 2007 $1,243 113 1,356 Allowance for loan losses Postretirement benefits accrual Leasing related Accrued patronage income 2006 $1,930 171 2,101 not received AgriBank, FCB 2002 allocated stock Accrued pension asset 2008 2007 2006 $710 569 (9,230) $400 550 (1,893) $1,081 535 (3,470) (278) (445) (402) (1,256) (2,020) (1,255) (1,867) (1,255) (2,088) (220) 6,703 431 7,134 (642) (55) (697) (986) (56) (1,042) Depreciation (450) (199) Other assets 296 184 597 (250) (250) (250) Provision for income taxes $642 $659 $1,059 Net deferred tax liabilities ($11,909) ($4,775) ($5,472) Effective tax rate 1.0% 1.3% 2.8% Gross deferred tax assets $1,576 $1,134 $2,213 ($13,485) ($5,909) ($7,685) Other liabilities The following table quantifies the differences between the provision for income taxes and income taxes at the statutory rates (in thousands): Gross deferred tax liabilities For the year ended December 31 A valuation reserve for the deferred tax assets was not necessary at December 31, 2008, December 31, 2007, or December 31, 2006. Federal tax at statutory rate Effect of non-taxable entity State tax, net Loss contingency reversal Other Provision for income taxes 2008 2007 2006 $22,343 (21,620) 34 -(115) $16,616 (16,009) 29 -23 $12,748 (11,645) 54 (186) 88 $642 $659 We have not provided deferred income taxes on approximately $39.9 million of patronage allocations received from AgriBank prior to 1993. Such allocations, distributed in the form of stock, are subject to tax only upon conversion to cash. Our intent is to permanently maintain this investment in AgriBank. Additionally, we have not provided deferred income taxes on accumulated FLCA earnings of $371.5 million as it is our intent to permanently maintain this equity in the FLCA or to distribute the earnings to members in a manner that results in no additional tax liability to us. $1,059 We adopted the provisions of the Financial Accounting Standards Board Interpretation No. 48 – Accounting for Uncertainty in Income Taxes, on January 1, 2008. At the time of adoption, as well as at December 31, 2008, we had no uncertain income tax positions to recognize. Tax Related Matters In 2002, we established loss contingencies in the form of tax reserves related to certain income accrued by AgCountry Farm Credit Services, FLCA in connection with settlements with the IRS and the State of North Dakota. Due to the passing of statutes of limitations on assessing taxes, those contingencies have now expired and have been reversed. The reversals, in the amount of $186 thousand in September 2006, are included in the provision for income taxes in the Consolidated Statement of Income. NOTE 10: EMPLOYEE BENEFIT PLANS Our employees may be eligible to participate in a District-wide multiemployer defined benefit retirement plan (the Plan). The Plan is noncontributory and covers eligible District employees. Benefits are based on salary and years of service. The assets, liabilities and costs of the plan are not segregated by participating entities. Costs are determined for each individual employer based on costs directly related to their current employees as well as an allocation of the remaining costs based proportionately on the estimated projected liability of the employer under the plan. We recognize our proportional share of expense and contribute a proportional share of funding. As a participant in the Plan, we contributed $2.5 million for 2008 and $1.1 million for 2007. We did not contribute in 2006. Plan expenses included in salaries and employee benefits expense in the Consolidated Statement of Income were $1.6 million for 2008, $2.1 million for 2007 and $2.2 million for 2006. Additional financial information for the Plan may be found in the AgriBank, FCB and Affiliated Associations 2008 Annual Report. 22 opinion, none of these loans outstanding at December 31, 2008, involved more than a normal risk of collectibility. The funded status of the plans will be recorded at the District level only. Please refer to the AgriBank, FCB and Affiliated Associations 2008 Annual Report for detailed disclosures under Statement of Financial Accounting Standard No. 158 – Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans. The following table represents information on loans and leases to related parties as determined at each year end (in thousands): 2008 In December 2007, the District adopted SFAS No. 158, which required the recognition of the overfunded or underfunded status of pension and other postretirement benefit plans on the balance sheet. SFAS No. 158 also requires that employers measure the benefit obligation and plan assets as of fiscal year end in 2008. The Standard allows for the use of the measurements determined for the prior year-end. As of December 31: Total related party loans and leases For the year ended December 31: Advances to related parties Repayments by related parties Under this approach, pension and postretirement benefit income measured for the three-month period October 1, 2007 to December 31, 2007 (determined using the September 30, 2007 measurement date) was credited to beginning 2008 unallocated surplus. As a result, the District decreased unallocated surplus by $5.0 million and increased the pension and other postretirement benefits liabilities by $5.0 million. 2007 2006 $8,295 $16,974 $16,246 $13,225 13,440 $16,349 18,491 $16,252 17,058 The composition of related parties can be different each year end due primarily to changes in the makeup of the Board of Directors. Advances and repayments to related parties at the end of each year are included in the preceding chart. Life Insurance and Retiree Medical Plans We purchase various services from AgriBank including certain information systems, certain financial services, certain accounting and reporting services, and selected retail product processing and support services. The total cost of services we purchased from AgriBank was $880 thousand in 2008, $1.8 million in 2007, and $2.0 million in 2006. During 2008, we transitioned some of the services previously provided by AgriBank to FPI which accounts for the decrease from 2007. District employers also provide certain health and life insurance benefits to eligible retired employees according to the terms of those benefit plans. The anticipated costs of these benefits are accrued during the period of the employee’s active status. Postretirement benefits (primarily health care benefits and life insurance) included in salaries and employee benefits expense were $146 thousand for 2008, $167 thousand for 2007 and $41 thousand for 2006. Additional financial information for this plan may be found in the AgriBank, FCB and Affiliated Associations 2008 Annual Report. Effective July 28, 2008, we completed the transition of our loan accounting, loan origination and general ledger systems from AgriBank to FPI. As part of this relationship, as of December 31, 2008, we had a $934 thousand equity investment in FPI. The total cost of services we purchased from FPI was $3.8 million in 2008, $1.4 million in 2007, and $842 thousand in 2006. Retirement Savings Plan We also participate in a retirement savings plan. For employees hired before January 1, 2007, employee contributions are matched dollar for dollar up to 2% and 50 cents on the dollar on the next 4% on both pre-tax and post-tax contributions. The maximum employer match is 4%. For employees hired after December 31, 2006, we contribute 3% of the employee’s compensation and will match employee contributions dollar for dollar up to a maximum of 6% on both pre-tax and post-tax contributions. The maximum employer contribution is 9%. Employer contributions and recorded expense to this plan were $1.1 million in 2008, $806 thousand in 2007, and $678 thousand in 2006. NOTE 12: CONTINGENCIES AND COMMITMENTS In the normal course of business, we have various contingent liabilities and commitments outstanding which may not be reflected in the accompanying consolidated financial statements. We do not anticipate any material losses because of these contingencies or commitments. From time to time, we may be named as a defendant in certain lawsuits or legal actions in the normal course of business. At the date of these consolidated financial statements, we were not aware of any such actions that would have a material impact on our financial condition. However, such actions could arise in the future. Nonqualified Retirement Plan We participate in a District-wide non-qualified defined benefit Pension Restoration Plan. This plan provides retirement benefits above the Internal Revenue Code compensation limit to certain highly compensated eligible employees. Benefits payable under this plan are offset by the benefits payable from the Pension Plan. In 2008, we contributed $1 million to a Rabbi Trust to fund our future liability under this plan. A Rabbi Trust is a trust created for the purpose of supporting the nonqualified benefit obligations of employers to their employees. Pension Restoration plan expenses included in salaries and benefits were $20 thousand for 2008. We did not participate prior to 2008. We have commitments to extend credit and letters of credit to satisfy the financing needs of our borrowers. These financial instruments involve, to varying degrees, elements of credit risk not recognized in the financial statements. Commitments to extend credit are agreements to lend to a borrower as long as there is not a violation of any condition established in the loan contract. Standby letters of credit are agreements to pay a beneficiary if there is a default on a contractual arrangement. At December 31, 2008, we had commitments to extend credit and unexercised commitments related to standby letters of credit of $1.4 billion. Additionally, we had $47.3 million of issued standby letters of credit as of December 31, 2008. NOTE 11: RELATED PARTY TRANSACTIONS Commitments to extend credit and letters of credit generally have fixed expiration dates or other termination clauses and we may require payment of a fee. If commitments and letters of credit remain unfulfilled or have not expired, they may have credit risk not recognized in the financial statements. Many of the commitments to extend credit and letters of credit will expire without being fully drawn upon. Therefore, the total commitments do not necessarily represent future cash requirements. Certain letters of credit may have recourse provisions that would enable us to recover from third parties amounts paid under guarantees, thereby limiting our maximum In the ordinary course of business, we may enter into loan transactions with our officers, directors, their immediate family members, and other organizations with which such persons may be associated. Such transactions are subject to special approval requirements contained in Farm Credit Administration Regulations and are made on the same terms, including interest rates, amortization schedules, and collateral, as those prevailing at the time for comparable transactions with other persons. In our 23 underlying real estate collateral. The fair value measurement process uses independent appraisals and other market-based information. As a result, these fair value measurements fall within Level 2 of the hierarchy. However, in many cases it also requires significant input based on management’s knowledge of and judgment about current market conditions, specific issues relating to the collateral and other matters. As a result, these fair value measurements fall within Level 3 of the hierarchy. When the value of the real estate, less estimated costs to sell, is less than the principal balance of the loan, a specific reserve is established. potential exposure. The credit risk involved in issuing these financial instruments is essentially the same as that involved in extending loans to borrowers and we apply the same credit policies. NOTE 13: FAIR VALUE OF FINANCIAL INSTRUMENTS Quoted market prices are generally not available for our financial instruments. Accordingly, we base fair values on: • • • • • judgments regarding future expected losses, current economic conditions, risk characteristics of various financial instruments, credit risk, and other factors. Investment Securities: If an active market exists, the fair value is based on currently quoted market prices. For those securities for which an active market does not exist, we estimate the fair value of these investments by discounting the expected future cash flows using current interest rates. Note Payable to AgriBank: Estimating the fair value of the note payable to AgriBank is determined by segregating the note into pricing pools according to the types and terms of the underlying loans funded. We discount the estimated cash flows from these pools using the current rate charged by AgriBank for additional borrowings with similar characteristics. These estimates involve uncertainties and matters of judgment and cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Estimating the fair value of our investment in AgriBank is not practical because the stock is not traded. As discussed in Note 2 and Note 5, the investment is a requirement of borrowing from AgriBank. Commitments to extend credit and letters of credit: Estimating the fair value of commitments and letters of credit is determined by the inherent credit loss in such instruments. A description of the methods and assumptions used to estimate the fair value of each class of our financial instruments, for which it is practical to estimate that value, follows: The estimated fair value of our financial instruments is as follows (in thousands): Loans: The estimate of the fair value of loan assets is determined by discounting the expected future cash flows using current interest rates. Current interest rates are estimated based on similar loans made or loans repriced to borrowers with similar credit risk. This methodology is used because no active market exists for the vast majority of these loans. Since the discount rates are based upon internal pricing mechanisms and other estimates, we cannot determine whether the fair values presented would equal the exit price negotiated in an actual sale. Furthermore, certain statutory or regulatory factors not considered in the valuation, such as the unique statutory rights of Farm Credit System borrowers, could render our portfolio unmarketable outside the Farm Credit System. As of December 31, 2008 Carrying Estimated Amount Fair Value Financial assets: Loans, net Investment securities $3,040,532 $3,079,097 29,366 25,774 $2,713,027 $2,749,204 Financial liabilities: Note payable to AgriBank, FCB Unrecognized financial instruments: Commitments to extend credit We segregate the loan portfolio into pools of loans with homogenous characteristics for purposes of determining fair value of accruing loans. Expected future cash flows and interest rates reflecting appropriate credit risk are separately determined for each individual pool. and letters of credit As of December 31, 2007 Fair value of nonaccrual loans, current as to principal and interest, are discounted with appropriately higher rates, reflecting the uncertainty of continued cash flows. We assume for noncurrent nonaccrual loans, collection will result only from the sale of the underlying collateral. Fair value is estimated to equal the total net realizable value of the underlying collateral, discounted at an interest rate that appropriately reflects the uncertainty of the expected future cash flows over the average disposal period. We use the legal obligation if the net realizable value of the collateral exceeds the legal obligation for a particular loan. ($1,765) Carrying Estimated Amount Fair Value Financial assets: Loans, net Investment securities $2,467,824 $2,488,877 1,325 1,337 $2,132,532 $2,148,972 Financial liabilities: Note payable to AgriBank, FCB Unrecognized financial instruments: Commitments to extend credit and letters of credit SFAS No. 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability. See Note 2 for additional information. As of December 31, 2006 ($1,240) Carrying Estimated Amount Fair Value Financial assets: Assets measured at fair value on a non-recurring basis at December 31, 2008 for each of the fair value hierarchy levels are summarized below: Loans, net Note payable to AgriBank, FCB Fair Value Measurement Using Level 1 Loans* $0 Level 2 $1,280 Level 3 $20,231 Total Fair Value $21,511 $2,091,905 $2,091,398 $1,782,929 $1,780,637 Financial liabilities: Total Gains (Losses) Unrecognized financial instruments: Commitments to extend credit ($5,487) and letters of credit *Represents the fair value of certain loans that were evaluated for impairment under SFAS No. 114. The fair value was based upon the 24 ($903) NOTE 14: QUARTERLY FINANCIAL INFORMATION (Unaudited) Quarterly consolidated results of operations for the years ended December 31, 2008, December 31, 2007 and December 31, 2006, follow (in thousands): 2008 Net interest income First $18,841 Second $19,891 Third $19,865 Fourth Total $19,595 $78,192 5,282 4,604 Provision for (reversal of) loan losses 442 Patronage income 1,803 1,705 1,844 1,830 7,182 Other expense, net 10,124 (1,995) (2,027) 8,951 15,053 (1,254) $8,446 642 $65,075 (191) (929) Provision for (reversal of) income taxes Net income 2007 Net interest income 805 $9,273 First $15,833 578 $23,204 Second $16,116 513 $24,152 Third $16,569 Fourth $16,552 Total $65,070 Provision for (reversal of) loan losses 574 7 124 Patronage income 1,536 1,324 1,408 (1,257) 2,817 7,085 (552) Other expense, net 8,845 6,477 5,026 3,487 23,835 438 $7,512 134 $10,822 101 $17,038 659 $48,213 Provision for (reversal of) income taxes Net income 2006 Net interest income First $13,966 Second $14,083 (14) $12,841 Third $15,067 Fourth Total $15,104 $58,220 1,555 1,402 (Reversal of) provision for loan losses (44) 268 (377) Patronage income 1,064 1,294 1,203 2,346 5,907 Other expense, net 7,731 6,068 5,140 6,293 25,232 541 $6,802 217 $8,824 101 $11,406 200 $9,402 1,059 $36,434 Provision for income taxes Net income 25 DISCLOSURE INFORMATION REQUIRED BY REGULATIONS AgCountry Farm Credit Services, ACA (Unaudited) DESCRIPTION OF BUSINESS MANAGEMENT'S DISCUSSION AND ANALYSIS General information regarding the business is discussed in Note 1 of this annual report. Information regarding any material aspects of our financial condition, changes in financial condition, and results of operations are discussed in the "Management's Discussion and Analysis” portion of this annual report. The description of significant business developments, if any, is discussed in the “Management's Discussion and Analysis" portion of this annual report. BOARD OF DIRECTORS DESCRIPTION OF PROPERTY Information regarding directors who served as of December 31, 2008, including business experience in the last five years and any other business interest where a director serves on the board of directors or as a senior officer follows: The following table sets forth certain information regarding our properties: Location Description Usage Fargo, ND Ada, MN Alexandria, MN Crookston, MN Detroit Lakes, MN Elbow Lake, MN Fergus Falls, MN Fosston, MN Graceville, MN Hallock, MN Morris, MN Red Lake Falls, MN Roseau, MN Thief River Falls, MN Warren, MN Cavalier, ND Cooperstown, ND Devils Lake, ND Grafton, ND Grand Forks, ND Hillsboro, ND Jamestown, ND LaMoure, ND Langdon, ND Lisbon, ND Valley City, ND Wahpeton, ND Owned Owned Owned Owned Owned Owned Owned Owned Owned Owned Owned Leased Owned Leased Owned Owned Leased Owned Owned Owned Owned Owned Owned Owned Owned Owned Owned Headquarters/Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Mark Ellison, Chairperson of the Board, is a self-employed grain farmer. He also serves as a Director for Otter Tail Ag Enterprises, LLC which is an ethanol plant near Fergus Falls, MN and is the President of Ellison Farm, Inc. His term on the board expires in 2012. Roger Bernstrom is a self-employed grain and beet farmer. His term on the board expires 2012. Keith Bjerke, Appointed Director, Chairperson of Compensation Committee, is the Vice President of University Relations at North Dakota State University. His term on the board expires in April 2010. Glen Brandt is a self-employed grain and livestock farmer. His term on the board expires in 2010. Michael Elliott is a self-employed grain and livestock farmer. His term on the board expires in 2011. Jack Hansen, Appointed Director, Chairperson of Audit Committee, Board and Audit Committee financial expert, was the President of Norwest Bank in Hillsboro, ND, prior to his retirement in August 1998. His term on the board expires in December 2012. Alton Hermunslie is a self-employed grain farmer and is employed at Tecton Products in Fargo, ND. He was previously employed at Imation Corp of Wahpeton, ND. His term on the board expires in 2009. David Johnsrud is a self-employed grain farmer. His term on the board expires in 2009. LEGAL PROCEEDINGS Michael Long is a self-employed grain and livestock farmer. His term on the board expires in 2009. Information regarding legal proceedings is discussed in Note 9 and Note 12 of this annual report. We were not subject to any enforcement actions at December 31, 2008. William Muhs is a self-employed grain farmer. His term on the board expires in 2011. DESCRIPTION OF CAPITAL STRUCTURE Greg Nelson is a self-employed grain farmer. His term on the board expires in 2010. Information regarding our capital structure is discussed in Note 8 of this annual report. Wally Sparby, Appointed Director, was a grain and livestock farmer and currently does legislative work in Minnesota. His term on the board expires in 2011. DESCRIPTION OF LIABILITIES Information regarding liabilities is discussed in Note 7 and Note 12 of this annual report. Mike Vig is a self-employed grain farmer. His term on the board expires in 2011. SELECTED FINANCIAL DATA Roger Weinlaeder is a self employed grain farmer and is the President of Weinlaeder Seed Co. He also services as a board member for Northstar The "Consolidated Five-Year Summary of Selected Financial Data” is presented at the beginning of this annual report. 26 Genetics which is involved in wholesale seed distribution. His term on the board expires in 2012. All of the senior officers have been with the Farm Credit System for the past five years except for Mr. Carlson and Ms. Strand. Prior to beginning his employment with AgCountry in 2007, Mr. Carlson’s business experience was with a law firm. Ms. Strand’s prior business experience before joining AgCountry in 2007 was with a manufacturer of farm equipment. Dale Zahradka, Vice Chairperson of the Board, is a self-employed grain farmer. He also serves as the Chairman of the Board of Directors for Walsh County Pigs, a pig farrowing operation. His term on the board expires in 2010. A summary of compensation earned by senior officers during 2008 follows (in thousands): Pursuant to our bylaws, directors are paid a reasonable amount for attendance at board meetings, committee meetings or other special assignments. Directors are also reimbursed for reasonable expenses incurred in connection with such meetings or assignments. The Board of Directors has adopted a rate of $400 per day and a per diem rate of $150 per conference call. Each director receives an annual retainer of $12,000. In addition, the Board Chairperson receives an additional $4,000, the Vice Chairperson receives an additional $3,000, the Audit Chairperson receives an additional $2,000 and the Compensation Chairperson receives an additional $1,000. All retainer fees are paid in equal quarterly payments. Board Meetings service on a board committee Name of Committee 20.0 20.0 37.5 24.0 38.0 23.0 25.0 1,150 700 Audit Audit $23,800 24,550 24,100 25,500 34,600 27,050 26,200 David Johnsrud (1) 19.0 35.0 700 Audit 30,200 Kevin Kutzer (3) Robert Landman (3) Dennis Laumb (3) Michael Long (1) Charles Marvin (3) William Muhs (2) Greg Nelson (1) Jonathan Piekarski (3) Hans Ronnevik (3) Wally Sparby (2) Brent Strickler (3) Ron Tholkes (3) 4.5 5.5 4.5 18.5 6.0 20.5 14.0 4.5 4.5 21.5 4.0 4.5 9.0 9.0 13.0 24.0 7.0 30.5 11.0 9.0 11.0 22.0 6.5 12.0 Mike Vig (1) Roger Weinlaeder (1) Dale Zahradka (2) 17.0 16.0 21.5 17.0 23.5 23.0 Total 319.5 450.0 400 700 Compensation Audit 1,900 850 Audit Audit $7,800 $312 $205 $1 2008 150 -- -- Total $ -- $518 567 717 2008 $913 $377 $3 $ -- $1,293 ** Retired effective 3/31/08. Compensation shown is through 3/31/08. 18.0 19.0 19.5 19.0 19.5 19.5 19.0 Audit 2008 Eugene Smestad ** Other * Became CEO effective 4/1/08. Compensation shown is for the entire year of 2008. Roger Bernstrom (1) Keith Bjerke (2) Glen Brandt (2) Michael Elliott (2) Mark Ellison (2) Jack Hansen (1) Alton Hermunslie (1) 550 Robert C. Bahl * Seven Total Compensation Paid in 2008 $700 Audit 150 Compensation Perquisites Aggregate Number of Senior Officers: (does not include CEO compensation): Compensation paid for Other Official Activities Deferred/ Pay Salary CEO Information regarding compensation for each director who served during 2008 follows: Number of Days Served Variable Year 6,550 6,950 8,150 26,050 6,350 29,950 17,450 6,550 7,350 26,000 5,350 8,150 22,200 24,700 28,350 $446,100 Members may request information on the compensation paid during 2008 to the individuals listed in the preceding table. The amount included in ‘Other’ in the preceding table represents severance payments to a former senior officer. AgCountry Farm Credit Services, ACA is a new association formed on January 1, 2008 from the consolidation of AgCountry Farm Credit Services, ACA and Farm Credit Services of Grand Forks, ACA. Therefore, no prior year CEO or senior officer compensation is presented. Information prior to 2008 is contained in the previous annual reports of the former associations and is available to members upon request. The Board of Directors Compensation Committee annually reviews and approves the overall compensation program for senior officers. CEO variable pay is paid annually based on performance criteria established by the Board of Directors. Other senior officer variable pay is paid annually based on performance criteria established by the CEO. The criteria included return on assets, loan volume, credit quality, personal objectives and performance ratings. We calculate the variable pay after the end of the plan year (the plan year is the calendar year). The variable pay is paid out within 90 days of year end. TRANSACTIONS WITH SENIOR OFFICERS AND DIRECTORS Information regarding related party transactions is discussed in Note 11 of this annual report. TRAVEL, SUBSISTENCE AND OTHER RELATED EXPENSES (1) Member of Audit Committee as of December 31, 2008 Directors and senior officers are reimbursed for reasonable travel, subsistence and other related expenses associated with business functions. A copy of our policy for reimbursing these costs is available by contacting AgCountry Farm Credit Services, ACA at Post Office Box 6020, Fargo, North Dakota 58108-6020, (701) 282-9494 or via electronic mail to acndinternet@agcountry.com or through our website at www.agcountry.com. (2) Member of Compensation Committee as of December 31, 2008 (3) Resigned or were not re-elected at the first annual meeting (March 2008) after consolidation of AgCountry Farm Credit Services, ACA and Farm Credit Services of Grand Forks, ACA. SENIOR OFFICERS The senior officers as of December 31, 2008 included: The total directors’ travel, subsistence and other related expenses were $256 thousand in 2008, $235 thousand in 2007, and $188 thousand in 2006. Robert Bahl, President and Chief Executive Officer Dave DeVos, Senior Vice President - Agribusiness Finance Wayne Carlson, Vice President and General Counsel Kenneth Knudsen, Senior Vice President - Credit Marvin Langerud, Senior Vice President - Producer Marketing Jeremy Oliver, Senior Vice President - Corporate Finance and Information Services Howard Olson, Senior Vice President - Financial Services Jeni Strand, Vice President - Human Resources 27 INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS FINANCIAL STATEMENTS No events occurred during the past five years that are material to evaluating the ability or integrity of any person who served as a director or senior officer on January 1, 2009 or at any time during 2008. The "Report of Management”, “Report on Internal Control Over Financial Reporting”, “Report of Audit Committee”, “Report of Independent Auditors," "Consolidated Financial Statements“, and “Notes to Consolidated Financial Statements" are presented prior to this portion of the annual report. MEMBER PRIVACY CREDIT AND SERVICES TO YOUNG, BEGINNING, AND SMALL FARMERS AND RANCHERS Farm Credit Administration Regulations protect members’ nonpublic personal financial information. Our directors and employees are restricted from disclosing information about our association or our members not normally contained in published reports or press releases. Information regarding credit and services to young, beginning, and small farmers and ranchers and producers or harvesters of aquatic products is discussed in an addendum to this annual report. RELATIONSHIP WITH QUALIFIED PUBLIC ACCOUNTANT EQUAL EMPLOYMENT OPPORTUNITY There were no changes in independent auditors since the last annual report to members and we are in agreement with the opinion expressed by the independent auditors. The total fees paid during 2008 to our independent auditors were $90 thousand for audit services. We also had $8 thousand of fees to another qualified public accountant for tax services. We are an equal opportunity employer. It is our policy to provide equal employment opportunity to all persons regardless of race, national origin, religion, age, sex, disability, marital status, veteran status, public assistance status, or any other condition or status covered by law. We comply with all state and local equal employment opportunity regulations. We conduct all personnel decisions and processes relating to our employees and job applicants in an environment free of discrimination and harassment. 28 AgCountry Farm Credit Services, ACA Future Payment Funds Policy The Association offers a Future Payment Funds Program (FPF) that provides for customers to make advance payments on designated real estate and commercial loans. The following terms and conditions apply to all FPF accounts unless the loan agreement, or related documents, between the Association and customer provide for other limitations. Withdrawals Payment Application In the event of default on any loan, or if FPF exceeds the maximum limit as established above, or if the Association discontinues its FPF program, the Association may apply funds in the account to the unpaid loan balance and other amounts due, and shall return any excess funds to the customer. No withdrawals allowed. Association Options Loan payments received by the Association before the loan has been billed can be placed into FPF and applied against the next installment due. Loan payments received after the loan has been billed will be directly applied to the installment due on the loan and related charges, if any. Funds received in excess of the billed amount will be applied as a special principal payment unless the customer has specified the funds to be applied to FPF. Uninsured Account FPF is not a depository account and is not insured. In the event of Association liquidation, customers having balances in FPF shall be notified according to Farm Credit Administration Regulations. When a loan installment becomes due, moneys in FPF for the loan will be automatically applied toward the installment on the due date. Any accrued interest on FPF will be applied first. If the balance in FPF does not fully satisfy the entire installment, the customer must pay the difference by the installment due date. Questions: Please direct any questions regarding FPF to your local FCS representative. Account Maximum The amount in FPF may not exceed the unpaid principal balance of the loan. Interest Rate Interest will accrue on FPF at a simple rate of interest that may be changed by the Association from time to time. The interest rate may never exceed the interest rate charged on the related loan. The interest rate is established by the Association Asset/Liability Committee (ALCO). Interest rates are currently reported on each customer’s periodic Statements of Account. 29 Our Commitment to Serving Young, Beginning and Small Farmers Serving our young, beginning and small farmer customers is a priority at AgCountry. Our Progress in Achieving These Objectives Young, Beginning and Small Farmers Defined AgCountry maintains and markets to lists of young and beginning farmer prospects. We monitor the farm business transition plans of customers and prospects including offering Succession and Retirement Planning consulting. Customer information for underwriting is streamlined and often relies on simple credit scoring tools. Our young and beginning credit underwriting allows exceptions to established underwriting standards, provides for defined interest rate pricing exceptions and subsidies on eligible financial services. Scholarships and numerous educational opportunities are also provided. Young Farmer: A farmer or rancher who is age 35 or younger. Beginning Farmer: A farmer or rancher who has 10 years or less of farming or ranching experience as of the loan transaction date. Small Farmer: A farmer or rancher who normally generates less than $250,000 in annual gross sales of agricultural products. Our Mission for Serving Young, Beginning and Small Farmers To help agricultural producers, rural customers, agribusinesses and their communities achieve goals, leverage opportunities, and mitigate risk. We do this by providing competitive access to capital and integrated financial management tools, mission-related investments and specialized staff through convenient distribution channels. For young, beginning farmers, this means…We support the successful entry of young and beginning farmers into production agriculture through specialized credit underwriting, educational/informational programs and other activities. For small farmers, this means…We provide convenient, easy and cost-effective access to our products and services at competitive prices. Our Objectives for Serving Young, Beginning Farmers 1. To aggressively identify those individuals with the personal management skills and drive to build a full-scale, full-time operation. 2. To bring a more aggressive application of credit standards to the young, beginning farmer market segment, invest the specialized skills of our staff in serving this segment and provide limited subsidies for interest rates and financial services. 3. To closely monitor the business transaction plans of our upper GFI segment ($250,000 and over gross farm income) and ensure that from a customer value, service and monitoring standpoint, we are positioned with the next generation of owner/operators. Our Objectives for Serving Small Farmers 1. To establish small farmer delivery and processing systems that are streamlined and efficient using technology and branch offices as our main vehicle to achieve cost-effective access and competitive prices. 2. To pursue decision-making methodology that streamlines the credit process, along with the vehicles that maximize disbursement and payment alternatives (such as revolving loans, scorecards, online loan applications, purchase or debit cards and online banking). 3. To identify customers within the small farmer segment that have the capacity and the goal to become a larger farm operation and provide them with more loan officer and financial services interaction that brings us closer to the people-intensive portion of our value proposition provided for larger, fullscale farm operations. Our Progress in Achieving these Objectives AgCountry had 27 office locations in 2008 to serve this segment as well as access through dealer retail financing. Customer information for underwriting is streamlined and often relies on simple credit scoring tools. All financial services are made available and we provide additional support to those units with a business expansion strategy. 30 Quantitative Goals and Status Annual, Three-Year, and Actual Goal: 25% of producer loan customers will be coded young or beginning. Status: Annual: 25% Three-Year: 25% Actual: 27.6% Goal: 25% of all producer relationships will be young or beginning. Status: Annual: 25% Three-Year: 25% Actual: 32.5% Goal: YBSF volume will remain above 45% of ongoing producer credit branch operations volume. Status: Annual: 45% Three-Year: 50% Actual: 38.2% Goal: Educational/informational opportunities will touch 200 YBFs annually. Status: Annual: 350 Three-Year: 300 Actual: 613 Goal: The YBF portfolio will be maintained at or above 85% acceptable. The small farmer portfolio will be maintained at or above 94% acceptable. Status: Annual: 85% & 94% Three-Year: 85% Actual: Young and beginning - 99% Small - 99.2% Goal: 25% of our new loan volume will go to YBFs annually. Status: Annual: 25% Three-Year: 25% Actual: 27.6% Goal: We maintain no more than 50% risk rated 8 or higher new loan volume to YBFs. Status: Annual: 50% Three-Year: 50% Actual: 35.7% Goal: An ongoing producer market customer mix of 24% young farmers and 25% beginning farmers will be maintained. Status: Annual: 24% & 25% Three-Year: 25% & 25% Actual: Young - 26.4% Beginning - 25% Qualitative Goals and Status Goal: The capacity to use FSA and state programs should they be a necessary tool for a YBF operator will be maintained. Status: Farm Services Agency assisted in providing 20 new loans. Bank of North Dakota assisted in providing four new loans. Minnesota RFA assisted in providing one loan. Goal: Succession and retirement/transition planning consultative services will be provided to young and beginning farmers. Status: These services were provided to 146 young and beginning farmers. Goal: AgCountry’s full spectrum of financial services will be made available to young and beginning farmers. Status: Services # Served Tax 582 Records 244 S&R 146 Crop Insurance (MPCI/CRC & Crop Hail) 487 Goal: Educational and informational opportunities will be provided to young and beginning farmers. Status: The following educational and informational opportunities were provided to young, beginning farmers: • Seminars on “Trends: Market Outlook in this New Arena”, “It’s a Whole New World” and “Hedging vs. Speculation: Tax Hazards for the Unwary” at the Big Iron farm show in September, along with a section of our display booth dedicated to YBF information and materials. 36 YBFs visited our booth. • A marketing education workshop, “Weathering the Opportunities of Agriculture” was held in January (37 YBFs attended). • Seminar on “Personal Financial Planning: Pay Yourself First - Your Future’s Worth It” for small farmers. Designed to help understand the importance of a personal financial plan involving a savings plan and having it as a “necessity” in their budget. Different types of savings plans (retirement, educational and investment) were reviewed and components of a financial plan (budget, estate planning, tax planning and emergencies) were discussed. • Presentation on “The Golden Rules of Management” led by Dr. David Kohl at a gathering of 102 YBFs prior to the start of the International Crops Expo in February. • Marketing education meetings • Crop revenue profiler meetings • Multi peril and crop insurance consultations • Succession & retirement planning meetings • Record-keeping update meetings • Pre-harvest meetings • FSA Guarantee loan counseling sessions • Marketing club presentations Goal: Focus group meetings will be held periodically with select samples of Young and Beginning or small farmers. Status: Four meetings were held with five YBFs in attendance. One meeting was held expressly for small farmers with eight in attendance. Goal: Financial and in-kind support will be provided to programs that foster the development of young farmers, such as 4H and FFA. Young, Beginning and Small Farmer Demographics in Our Service Area Status: • $40,000 was donated to such programs, including 4H, FFA, Farm Management/ Leadership Programs, Farm Safety camps and educational seminars offered through county Extension Service offices. • $3000 in scholarships was awarded to YBF customers to attend The Executive Program for Agricultural Producers (TEPAP) at Texas A&M University. • $2,500 scholarship donation to the William J. Collins Scholarship Fund administered by Agriculture Future of America. • One YBF received a $1,750 scholarship to attend the Midwest Food and Agri-Business Executive Seminar at Purdue University in October. • One YBF couple received a $150 scholarship for the Agassiz Emerging Leadership Program. • $24,000 in scholarships was awarded to high school seniors pursuing careers in agriculture. Goal: Information about special exceptions to credit standards, special pricing options and other services available to young and beginning farmers will be distributed through branch offices, trade shows and focus group meetings and our web site. Status: This continues to be accomplished. Census 2002 AgCountry Producer Portfolio Age 18 to 35 and/or less than 10 years of experience farming 34.1% 25.1% Farms less than $250,000 Value Farm Sales 87% 56% (estimate) Data Differences: • The age and farmer experience is as of the date of the ag census, while AgCountry compiled as of the date the loan was made. • Small farmers is by each farm entity from the ag census data, while AgCountry data is compiled as of the date of the loan and the total value of sales of closely related entities rather than individual entities. • Census data reflects all farms whether they use debt or not. The Census reflects only 49% of farms have debt. • Of the farms reporting to the Census report, 48% of the farms had sales less than $10,000. Safety and Soundness of the Program: The association’s young, beginning and small farmer program has established specific lending standards for loans made under the program. Goals are also established for loan quality and portfolio risk of these respective segments. The association is well above these standards and goals at this time. 31 AgCountry Farm Credit Services Staff Ada 901 West 1st Avenue South PO Box 271 Ada, MN 56510 218-784-7263 / 800-450-3063 Fax-218-784-3644 Crookston 530 Fisher Avenue P.O. Box 378 Crookston, MN 56716 218-281-1416 / 800-689-9373 Fax-218-281-5211 Fargo 1900 44th Street South PO Box 6020 Fargo, ND 58108 701-235-9858 / 800-450-9858 Fax-701-235-5659 Dick Arnston, Sr Loan Officer/Br Mgr Renee Fink, Associate Tax Specialist Stacey Hagan-Kuball, Records Specialist Kelly Hanson, Records Specialist Ginger Harris, Sr Insurance Specialist Brenda Neisen, Seasonal Receptionist Andrew Ness, Associate Loan Officer Mike Ness, Sr Tax Specialist Anita Olson, Credit Technician Ross Opsahl, Loan Officer/Branch Manager Connie Purrington, Sr Loan Service Spec Kathy Ruebke, Sr Loan Service Specialist Patricia Sakrismo, Customer Service Rep Debbie Todd, Loan Service Specialist Dave Vilmo, Sr Loan Officer Carol Coauette, Loan Service Specialist Dan Erdman, Sr Loan Officer Mark Gullickson, Sr Loan Officer/Br Mgr Kelly Isakson, Credit Technician Kristie Ricard, Insurance Specialist Amber Skaug, Customer Service Rep Tammy Easton, Customer Service Rep John Holland, Regional VP Central Region Gwen Johnson, Loan Service Specialist Robyn Johnston, Financial Serv Supp Tech Cheryl Landsem, Sr Records Spec/Team Leader Scot Manthe, Sr Loan Officer/Br Mgr Penny Martin, Sr Loan Service Specialist Ross Menholt, Credit Technician Barb Parmer, Sr Records Spec/Prod Leader Jordan Pederson, Loan Officer Pam Peterson, Financial Services Sup Tech Brad Schwab, Sr Insurance Specialist Patti Sell, VP Records Linda Strommen, Sr Credit Technician Doug Tehven, Sr Loan Officer Eileen Tortorice, Sr Loan Service Specialist Ralph Ubben, Sr Loan Officer Tim Wangler, Sr Loan Officer Linda Widner, Sr Insurance Specialist Ronda Zupi, Sr Tax Specialist Alexandria 1022 Broadway Street Alexandria, MN 56308 320-763-3184 / 800-450-3184 Fax-320-763-4533 Mike Maudal, Sr Loan Officer/Br Mgr Michelle Niska, Loan Service Specialist Erling Olson, Sr Certified Appraiser Shari Smith, Loan Service Specialist Cavalier 300 Main Street West P.O. Box 639 Cavalier, ND 58220 701-265-8423 / 866-898-6221 Fax-701-265-8244 Chris Burgess, Sr Loan Officer, Commercial Producers Garnet Furstenau, Sr Loan Officer/Br Mgr Dorothy Hall, Loan Service Specialist Carol Shephard, Loan Service Specialist Travis Stegman, Associate Loan Officer Bethany Thomson, Records Specialist Cooperstown 4th & Rollin Avenue SW P.O. Box 648 Cooperstown, ND 58425 701-797-2332 Fax-701-797-2335 Corlis Juliuson, Loan Service Specialist Detroit Lakes Hwy 10 East PO Box 1228 Detroit Lakes, MN 56501 218-847-1645 / 800-224-1647 Fax-218-847-2835 Brad Erickson, Loan Officer Chris Guck, RVP Eastern Region Jameson Hallof, Loan Officer Colleen Johnson, Sr Loan Service Spec Kathryn Kallis, Receptionist Brenda Lund, Loan Service Specialist Thomas Schaaf, Loan Officer Kerri Steinert, Credit Technician Devils Lake 707 Highway 2 East Devils Lake, ND 58301 701-662-5356 / 800-422-3670 Fax-701-662-5357 Barry Ash, Tax Specialist Jodi Faaborg, Tax Preparer Neomi Hammond, Insurance Specialist Patti Hoffart, Financial Services Supp Tech Evan Markestad, Loan Officer Shirley Owens, Sr Loan Service Specialist Lora Petersson, Tax Preparer Leo Sayler, Sr Loan Officer/Br Mgr DeAnn Schmidt, Loan Service Specialist Sheena Weed, Records Specialist Elbow Lake 17 First Street NE PO Box 313 Elbow Lake, MN 56531 218-685-5311/ 800-450-5311 Fax-218-685-4872 Dave Franklin, Sr Loan Officer/Br Mgr Laurie Kaye, Sr Loan Service Specialist Fergus Falls 311 North Tower Road Fergus Falls, MN 56537 218-739-5221 / 800-757-5221 Fax-218-739-4604 Lisa Anderson, Records Specialist Myron Brusven, RVP Southern Region Scott Dethlefsen, Loan Officer Robert Fronning, Insurance Specialist Jenni Jensen, Customer Service Rep Mike Johnson, Sr Tax Specialist Patricia Johnson, Financial Services Support Tech Leon Keller, Sr Loan Officer/Br Mgr Candy Neppl, Sr Loan Service Specialist Cindy Schmidt, Sr Credit Technician Anthony Stensgard, Associate Tax Spec Mary Strande, Customer Service Rep Roger Twedt, Sr Loan Officer Fosston 907 Prairie Pines Dr P.O. Box 150 Fosston, MN 56542 218-435-1686 / 877-635-2311 Fax-218-435-1260 Grand Forks 2424 32nd Avenue South P.O. Box 13570 Grand Forks, ND 58208-3570 701-775-3193 / 800-288-3982 Fax-701-787-6659 Hillsboro 802 West Caledonia Avenue PO Box 817 Hillsboro, ND 58045 701-636-4842 / 800-450-4842 Fax-701-636-5245 Jolene Anderson, Loan Service Specialist Kevin Geerdes, Sr Loan Officer/Br Mgr David Landsverk, Insurance Specialist Karen Matson, Loan Service Specialist Mary Pulford, Sr Insurance Specialist Harmon Badger, AVP Audits Derek Beaudry, Loan Officer Jenny Boe, Agribusiness Service Specialist Kristi Erickson, Receptionist Chris Feller, Sr Tax Spec/Records Team Leader Diane Hoffman, Dir of Customer Solutions Charlotte Holcomb, Lending Op Spec Candee Jenson, Loan Service Specialist Jeremy Johnson, Insurance Specialist Jean Johnson, Marketing Comm Consultant Cathy Johnson, Loan Service Specialist Beth Just, Office Assistant Lynette Kennedy, Reporting Specialist Rick Kovar, VP Agribusiness Finance Gerri Kraft, Customer Service Rep Dean Kuznia, RVP North Central Region Lori Labahn, Info Sys Analyst-Network Operations Melissa Leidal, Records Specialist Barb Ljunggren, Credit Coordinator Rick Mapel, Dir Business Solutions Ed/Sr Tax Spec Mary Mondry, Credit Technician Larry Nelson, VP Credit Allan Nelson, Marketing Specialist Brian Nelson, Tax Preparer Steve Onstad, Business Analyst Lee Reddig, Sr Loan Officer Sherrie Schaefer, Customer Service Rep Stacey Sem, Sr Loan Officer/Br Mgr Janelle Skibicki, Asst VP HR Randy Skjerven, Sr Loan Officer Dana Skorheim, Business Analyst Michele Sorenson, Sr Business Analyst Carol Thompson, Sr Lending Op Spec Seth Twedt, Associate Loan Officer Abby Volbrecht, Financial Serv Supp Tech Elizabeth Weber, Sr Loan Service Spec Coordinator Chad Wigestrand, Certified Appraiser Beth Wilhelmi, Tax Intern Allen Wood, Chief Appraiser Andrew Zenk, Agribusiness Consultant Dan Christianson, Sr Loan Officer/B Mgr Kari Cotton, Records Specialist Justin Grinde, Loan Officer Jennifer Horne, Sr Loan Service Spec Leslie Hurt, Loan Officer Dane Larsen, Sr Tax Specialist Char Ludwig, Loan Service Spec Trish Mueller, Receptionist Graceville 112 East St. Paul Avenue PO Box 428 Graceville, MN 56240 320-748-7294 / 800-450-7294 Fax-320-748-7329 Kathy Behrens, Sr Insurance Specialist Amanda Groebner, Records Specialist Tim Hanson, Sr Loan Officer/Br Mgr Kathy Haukos, Loan Service Specialist Lori Kuschel, Sr Loan Service Specialist Warren Schoenherr, Sr Loan Officer Grafton 1005 Hill Avenue Grafton, ND 58237 701-352-1651 / 800-819-1651 Fax-701-352-1921 Mary Dusek, Credit Technician Patty Eidenschink, Loan Service Specialist Renae Fayette, VP Insurance Yvonne Feltman, Sr Tax Specialist Karah Hanson, Records Specialist Wendy Machart, Financial Serv Supp Tech Marlene Niemann, Loan Officer/Br Mgr Nicholas Osowski, Loan Officer Julie Rachac, Loan Service Specialist Michelle Shereck, Loan Service Specialist Jody Tibert, Tax Specialist Paul Vorachek, Sr Certified Appraiser Hallock 224 North Atlantic Avenue P.O. Box 878 Hallock, MN 56728 218-843-3627 / 877-284-2835 Fax-218-843-3629 Benjamin Diamond, Sr Insurance Spec Wayne Gjervold, Sr Loan Officer/Br Mgr Kayla Holt, Customer Service Rep Jodi Johnson, Loan Service Specialist Jon Swenson, Loan Officer/Br Mgr Jamestown 604 18th Street SW PO Box 1389 Jamestown, ND 58402 701-252-5242 / 800-450-5242 Fax-701-252-5333 Michelle Ackerman, Sr Insurance Spec Donny Allmaras, Sr Loan Officer Amber Backen, Records Specialist Joe Burgard, Marketing Specialist Brian Chandler, Sr Tax Specialist Angela Donegan, Customer Service Rep Sharon Fors, Financial Services Supp Tech Brad Kallenbach, Sr Loan Officer Dawn Kjelland, Sr Loan Service Specialist Scott Moser, Sr Loan Officer/Br Mgr Jason Rohr, Associate Insurance Spec Chad Rudolph, Loan Officer Amanda Schlepuetz, Records Specialist Connie Sova, Loan Service Specialist Dawn Suhr, Loan Service Specialist Chad Warner, Associate Tax Specialist LaMoure 200 1st Street SW PO Box 237 LaMoure, ND 58458 701-883-5291 / 800-520-5291 Fax-701-883-5294 Russ Grueneich, Sr Loan Officer/Br Mgr Pam Haberman, Sr Loan Service Spec Wayne Hoff, Sr Insurance Specialist Jill Lacina, Loan Service Specialist Jodi Laney, Insurance Specialist Bonnie Loeks, Sr Tax Specialist Sue Quinlan, Sr Loan Service Spec ReNae Roney, Sr Records Spec/Team Ldr Meagan Stearns, Financial Serv Supp Tech Karen Thielges, Records Specialist Matthew Van Bruggen, Loan Officer Lance Vilhauer, Loan Officer Langdon 323 Ninth Avenue P.O. Box 270 Langdon, ND 58249 701-256-2553 / 877-623-9582 Fax-701-256-2554 Dean Aanderud, Sr Loan Officer/Br Mgr Randy Hill, Business Analyst Connie Howatt, Loan Service Spec Diane Wenzel, Customer Service Rep Mike Zeis, Sr Insurance Specialist Lisbon 604 Main Street PO Box 33 Lisbon, ND 58054 701-683-4172 / 800-450-4172 Fax-701-683-5728 Genene Aabrekke, Loan Service Spec Crystal Bjone, Sr Credit Technician Darla Coleman, Loan Service Spec Teena Elijah, Loan Service Spec Carol Haarsager, Financial Serv Supp Tech Eric Klubben, Sr Loan Officer Amanda Lyons, Records Specialist Bradley Nims, Loan Officer Brian Orn, Sr Insurance Specialist Sheri Rostock, Insurance Specialist Michael Rufsvold, Associate Tax Spec Michael Schaefer, Sr Loan Officer/Br Mgr Stacey Spadgenske, Customer Serv Rep Morris 102 Atlantic Avenue South Morris, MN 56267 320-589-3881 / 800-450-3881 Fax-320-589-3951 Troy Andreasen, Sr Loan Officer Mona Dickey, Sr Loan Service Spec Kate Fernholz, Associate Tax Spec Dawn Gades, Customer Service Rep Sandra Helseth, Sr Tax Specialist Suzanne Johnson, Sr Loan Service Spec Stephanie Kleindl, Fin Serv Supp Tech Paul Mahoney, Loan Officer Dean Meichsner, Sr Loan Officer, Commercial Producers Carter Moser, Sr Tax Specialist Jim Palmer, Insurance Specialist Carla Peterson, Sr Loan Service Spec Jeffrey Schaefer, Loan Officer Dennis Sleiter, Sr Loan Officer/Br Mgr Heidi Solemsaas, Records Specialist Sue Swenson, Credit Technician Lynn Watzke, Credit Technician Red Lake Falls 2611 Wheat Drive Red Lake Falls, MN 56750 218-253-2040 Fax-218-253-2317 Heather Dufault, Sr Insurance Spec Dawn Glass, Insurance Support Tech Roseau 208 Third Avenue NW Roseau, MN 56751 218-463-2766 / 888-290-2766 Fax-218-463-2777 Megan Betcher, Loan Service Spec William Hunt, Sr Business Analyst Keith Rourke, Sr Loan Officer/Br Mgr Robert Severson, Sr Insurance Spec Thief River Falls 2044 State Highway 1 NE P.O. Box 673 Thief River Falls, MN 56701 218-681-2304 Fax-218-681-8473 Brian Frisk, Sr Loan Officer/Br Mgr Cindi Kilen, Loan Service Specialist Jim Reinbold, Sr Insurance Specialist Andrew Solem, Associate Loan Officer Jerilyn Wilson, Loan Service Specialist Valley City 350 2nd Street NW PO Box 1025 Valley City, ND 58072 701-845-1751 / 800-900-1751 Fax-701-845-5690 Kathy Anderson, Customer Service Rep Linda Anderson, Loan Service Specialist Shareen Berntson, Fin Serv Supp Tech Valerie Holm, Sr Regional Processing Spec Kirsten Huschka, Sr Insurance Specialist Rhonda Marshall, Sr Loan Service Spec Sherry Peterson, Loan Service Specialist Mark Rehovsky, RVP Western Region Heather Schmidt, Associate Tax Specialist Deborah Svenningsen, Fin Serv Supp Tech Dustin Theurer, Loan Officer Curt Van Dyke, Sr Loan Officer/Br Mgr Reuben Viland, Sr Loan Officer Charles Wendel, Sr Tax Specialist Wahpeton 1982 Two Ten Drive PO Box 1028 Wahpeton, ND 58075 701-642-8557 / 800-450-8557 Fax-701-642-6000 Bob Asche, Sr Loan Officer Vickie Berndt, Sr Loan Service Spec Kathy Czichotzki, Credit Technician Kirsten Erbes, Financial Serv Supp Tech Todd Good, Sr Loan Officer Shelly Grueneich, Customer Service Rep Ron Haugen, Sr Loan Officer Donovan Johnson, Sr Loan Officer/Br Mgr Tanya Kath, Sr Records Spec/Team Leader Arlene Lovgren, Sr Loan Service Specialist Jodi Meyer, Sr Loan Service Specialist Cheryl Muehlberg, Sr Credit Technician Rod Myhra, Sr Insurance Specialist Melissa Quam, Tax Preparer Rick Quam, Sr Loan Officer Linda Rezac, Sr Insurance Specialist Mickie Rogal, Records Specialist Nadine Steiner, Records Specialist Karla Stone, Sr Tax Specialist Lori Vogeler, Customer Service Rep Korrine Weisbrod, Sr Tax Specialist Warren 406 North McKinley Street Warren, MN 56762 218-745-8500 / 800-642-6346 Fax-218-745-6014 Jeff Beaudry, Insurance Specialist David Durand, Sr Loan Officer/Br Mgr Robert Ellerbusch, RVP Northern Region Peggy Feuillerat, Customer Service Rep Casey Francis, Loan Officer Cedric Gustafson, Sr Insurance Spec Jerrilyn Potucek, Title/Legal Doc Spec Lisa Sedlacek, Loan Service Specialist Rob Svendsen, Sr LO/Business Analyst Fargo Corporate 1900 44th Street South PO Box 6020 Fargo, ND 58108 701-282-9494 / 800-450-8933 Fax-701-282-9618 Randy Aberle, VP Lg Agribusiness Markets Mary Altepeter, HR Asst-Training & Events Jill Anderson, Database Reporting Spec Stacy Anderson, Sr Retail Finance Marketing Specialist Dave Anderson, VP Controller Valerie Anderson, Sr Agribusiness Service Specialist Micki Antoine, Director of Loan Accounting Paul Backlund, Info Sys Analyst-Application Development Bob Bahl, President/CEO Diane Balster, Credit Support Technician Jim Baltezore, VP Agribusiness Finance Neal Beitelspacher, VP Agribusiness Finance Dennis Benna, VP Credit Ron Beyer, VP Credit Jim Bonnichsen, Sr Retail Finance Account Manager Karen Bosh, Legal/Administrative Assistant Kriste Briest, Sr Retail Finance Mktg Spec Janel Brooks, Sr Records CP Technician Jody Bucholz, Agribusiness Service Spec Wayne Carlson, VP General Counsel Shawn Christmann, Business Analyst Dick Costain, VP Credit Amber Dahl, Centralized Processing Tech Rebecca Darling, Sr Insurance CP Tech Heidi Deeton, Sr Business Analyst Dave DeVos, Sr VP Agribusiness Finance Sue DeVos, Title/Legal Document Specialist Roger Durensky, Asst. Chief Appraiser Ken Ebensteiner, VP Tax Allison Eggl, Sr Records CP Technician Kaye Enderud, Corporate Accounting Spec Nicole Erickson, Associate Tax Specialist June Esser, Credit Assistant Karen Field, VP Agribusiness & Retail Fin Bradley Fjestad, Business Analyst Dave Freeh, VP Retail Finance & Leasing Richard Freeman, Facilities Assistant Nancy Frid, Reporting Specialist Ken Friskop, Sr Loan Acctg Spec-Comm Kelly Garnaas, Lending Operations Spec Jill Gerszewski, Lending Operations Spec Tina Gjestvang, Corporate Accounting Spec Denise Goehring, Loan Acctg Spec-Prod Rhonda Greicar, Loan Accounting Specialist Alesha Greseth, Centralized Proc Tech Lynn Hager, Lending Operations Specialist Marissa Hapka, Retail Finance Mktg Spec Matt Hasbargen, Sr Insurance Specialist Amy Hegseth, Agribusiness Service Spec Derrick Heick, Business Analyst Elaine Heinrich, Support Services Assistant Jeff Heley, Senior Auditor Diana Huseby, Dir of Marketing Comm Terri Jackson, Loan Accounting Specialist Pat Janzen, VP Strategic Op Systems Lori Jegtvig, Loan Accounting Specialist Brian Jenson, Asst VP Credit Maryanne Jerstad, Dir of Education & Development Ginger Johnson, VP Operations Curtis Johnson, Sr Loan Officer Jerry Johnson, Facilities & Equipment Mgr Todd Kaiser, Business Analyst Janee Kale, Dir Corporate Finance GL Becky Kallenbach, Sr Agribusiness Service Specialist Kathy Karlsson, Art Consultant/Graphic Design Paula Keelin, Operations Specialist Kristy Kellerman, Corp Accounting Spec Ken Knudsen, Sr VP Chief Credit Officer Gary Landsem, Info Sys Specialist-Hardware Support Marv Langerud, Sr VP Producer Marketing Heather Leith, HR Generalist Teri Lingen, Retail Finance Mktg Specialist Randa Lisburg, Info Sys Specialist-Security Administrator Linda Magnuson, Executive Assistant Karen McCann, Appraisal Asst/Qualified Evaluator Brian McDonald, Dir of Info Systems Brian McKay, VP Agribusiness Finance & Analysis Bruce Middaugh, VP Agribusiness Consultant Dawn Mogck, Director of Applied Tech Carolyn Monson, Corp Accounting Spec Natalie Murch, Centralized Processing Tech Donna Nelson, Sr Retail Finance Mktg Spec Jeremy Oliver, Sr VP Chief Financial Officer Howard Olson, Sr VP Financial Services Kari Olson, Director of Lending Operations Gary Ouradnik, Dir of Budget & GL Stuart Peterson, Contract Analyst Peggy Pitsenbarger, Sr Agribusiness Service Specialist Nicolette Rindahl, Sr Insurance CP Tech Julie Rosenfeldt, CP Team Lead Mary Jane Rudolf, Mktg Comm Coordinator Dave Rupp, VP Agribusiness Finance Todd Sather, Retail Finance Account Mgr Julie Sauvageau, Financial Services Asst Jaramie Schoepp, Business Analyst Nicole Schwartz, Sr Business Analyst Kari Seidel, Title/Legal Document Spec Dan Senn, Business Analyst Tracy Sinclair, Asst VP HR Carol Sletmoen, Corporate Receptionist Tiffany Stiles, Agribusiness Service Spec Gwen Stoltman, Credit Education Specialist Jeni Strand, VP Human Resources Neal Sundet, VP Credit Tracy Tate, Loan Acctg Specialist-Comm Tim Terras, Sr Business Analyst Betty Thomas, Credit Coordinator Paul Thorp, Sr Certified Appraiser Russell Tweiten, Agribusiness Consultant John Ust, Asst VP Credit Tamara VanWechel, Business Analyst Eric Vinje, Mktg Technology Consultant Michaella Vliem, Lending Operations Spec Sylvia Volker, Credit Support Technician Cindy Waasdorp, Dir of Compliance & Documentation Lavonne Walker, Dir Agribusiness Finance Administration Kelly Wetzstein, Loan Acctg Spec-Producer Kim Wheeler, Financial Services Assistant Jess Wiemann, Associate Business Analyst Keith Wilson, VP Insurance Tracy Winterquist, Business Analyst Kent Zeltinger, VP Audits Kim Zeltinger, VP Credit