Note 16 – Quarterly Financial InformationUnaudited quarterly results of operations for the years ended December 31, 2011, 2010 and 2009, are shown in the table below.Quarterly Financial Information (Unaudited)2011 First Second Third Fourth TotalNet Interest Income $ 301,204 $ 276,537 $ 251,995 $ 241,291 $ 1,071,027Provision for Loan Losses 12,500 25,000 12,500 8,000 58,000Noninterest Income and Expenses, Net 19,694 25,519 27,872 37,249 110,334Provision for Income Taxes 56,949 45,290 41,706 52,161 196,106Net Income $ 212,061 $ 180,728 $ 169,917 $ 143,881 $706,5872010 First Second Third Fourth TotalNet Interest Income $ 230,720 $ 217,903 $ 226,276 $ 275,946 $950,845Provision for Loan Losses 12,500 4,000 21,000 22,500 60,000Noninterest Income and Expenses, Net 8,018 26,688 39,979 42,966 117,651Provision for Income Taxes 41,543 36,843 33,339 47,702 159,427Net Income $ 168,659 $ 150,372 $ 131,958 $ 162,778 $613,7672009 First Second Third Fourth TotalNet Interest Income $ 253,258 $ 239,679 $ 223,108 $ 229,918 $945,963Provision for Loan Losses 20,000 10,000 25,000 25,000 80,000Noninterest Income and Expenses, Net 28,237 32,299 45,631 28,103 134,270Provision for Income Taxes 45,164 41,243 35,704 44,166 166,277Net Income $ 159,857 $ 156,137 $ 116,773 $ 132,649 $565,416Note 17 – Affiliated AssociationsWe are chartered by the FCA to serve the Associationsthat provide credit and financially related services to or for thebenefit of eligible borrowers/shareholders for qualifiedpurposes primarily doing business in the New England states,New York, New Jersey, Alaska, Idaho, Montana, Oregon andWashington. The Associations are statutorily precluded by theFarm Credit Act from participating in the issuance ofSystemwide Debt Securities. Therefore, we are the primaryfunding source for our affiliated Associations. TheAssociations primarily originate and service short- andintermediate-term loans for agricultural purposes and securedlong-term real estate mortgage loans. The Associations mayalso purchase eligible loan participations from System entitiesand other lending institutions. Additionally, the Associationsserve as an intermediary in offering credit life insurance andmulti-peril crop insurance and providing additional financialservices to borrowers.The Farm Credit Act and FCA regulations require us toexercise limited supervision over the operating activities ofour affiliated Associations. These Associations and <strong>CoBank</strong>operate under a debtor-creditor relationship evidenced by aGeneral Financing Agreement (GFA) entered into separatelywith each Association. The GFA sets forth the businessrelationship between us and each Association and alsoreferences certain requirements contained in the Farm CreditAct and FCA regulations. The Associations’ boards ofdirectors are expected to establish and monitor the necessarypolicies and procedures to comply with all FCA regulations.In all other respects, the lending relationship with theAssociations is substantially similar to that with our otherborrowers.The FCA’s capital adequacy regulations require allSystem institutions to individually maintain permanent capitalof 7 percent of average risk-adjusted assets. AtDecember 31, 2011, the permanent capital ratios of ouraffiliated Associations exceeded these standards.We make loans to the Associations, which, in turn, makeloans to their eligible borrowers. We have senior securedinterests in substantially all of the Associations’ assets, whichextend to the underlying collateral of the Associations’ loansto their customers. The loans outstanding to our affiliatedAssociations amounted to $11.2 billion at December 31, 2011.During 2011, $42.7 billion of advances on loans were made toour affiliated Associations and repayments totaled$42.9 billion.We have only limited access to Association capital. Ourbylaws permit our Board of Directors to set the target equitylevel for Association investment in the Bank within a range of4 to 6 percent of the one-year historical average of Associationborrowings. In 2011, the required investment level was4 percent. There are no capital sharing agreements between usand our affiliated Associations.<strong>CoBank</strong> 2011 <strong>Annual</strong> <strong>Report</strong>105
Note 18 – Subsequent Events (Unaudited)We have evaluated subsequent events through March 1,2012, which is the date the financial statements were issued.Merger with AgBankIn December 2010, the Boards of Directors of <strong>CoBank</strong>and AgBank unanimously approved a Letter of Intent topursue a merger. In March 2011, following unanimous votesby the Boards, a merger application was submitted to theFCA, and in June 2011, the FCA granted preliminary approvalof the merger, subject to certain conditions. <strong>CoBank</strong> andAgBank stockholders approved the merger transaction inSeptember 2011. The FCA issued its final approval of themerger in December 2011, and the merger became effectiveJanuary 1, 2012. The merged bank operates under the <strong>CoBank</strong>name and is headquartered outside Denver, Colorado. RobertB. Engel is the president and chief executive officer of themerged bank.As a result of the merger with AgBank, on January 1,2012 the number of our affiliated Associations increased by 25and now includes Associations headquartered in Arizona,California, Colorado, Connecticut, Hawaii, Idaho, Kansas,Maine, New Mexico, Oklahoma, Utah, Vermont andWashington. We believe the merger will create a strongerbank, both financially and operationally, with an enhancedability to fulfill our mission.On January 1, 2012, in connection with the merger, eachshare of outstanding common stock of AgBank ($5 par value,177,162,554 shares outstanding) was converted into onetwentiethof a share of common stock of <strong>CoBank</strong> ($100 parvalue, 8,858,128 shares outstanding). In addition, AgBank’s$225.0 million (par value) of preferred stock was convertedinto $225.0 million (par value) of a new series of <strong>CoBank</strong>preferred stock with substantially the same terms andconditions.The fair values of the identifiable assets acquired andliabilities assumed were substantially equal to the fair value ofthe equity interests converted in the merger. As a result, nogoodwill was recorded. The fair value of the assets acquiredtotaled $25.6 billion, including $20.2 billion of loans and$4.8 billion of investment securities. The fair value of theliabilities assumed totaled $24.6 billion, including$24.3 billion of bonds and notes. These fair values, along withother information, are preliminary. Fair values related tobusiness combinations are subject to refinement for up to oneyear following the close of the merger as additionalinformation relative to closing date fair values becomesavailable.The merger was accounted for under the acquisitionmethod of accounting. Under this method of accounting,<strong>CoBank</strong> is treated as acquiring the assets and assuming theliabilities of AgBank at their acquisition-date fair values. Theaccompanying unaudited pro forma condensed combinedbalance sheet reflects the estimated fair value of the assets andliabilities of AgBank as of December 31, 2011.The unaudited pro forma condensed combined balancesheet as of December 31, 2011 combines the December 31,2011 consolidated balance sheets of <strong>CoBank</strong> and AgBank(together, the Banks) and gives effect to the merger as if it hadbeen completed on such date. The unaudited pro formacondensed combined statement of income for the year endedDecember 31, 2011 combines the consolidated statements ofincome of <strong>CoBank</strong> and AgBank for their respective yearsended December 31, 2011 and gives effect to the merger as ifit had been completed as of the beginning of 2011.The unaudited pro forma condensed combined financialinformation was prepared in accordance with FCArequirements, and all merger adjustments included are inconformity with accounting principles generally accepted inthe United States of America. They are presented forillustrative purposes only and are not necessarily indicative ofthe financial condition or results of operations of futureperiods or the financial condition or results of operations thatactually would have been realized had the entities been asingle company during the periods presented.($ in Millions)Pro Forma Balance SheetAs of December 31, 2011AssetsTotal Loans $66,486Less: Allowance for Loan Losses 388Net Loans 66,098Investment Securities 17,827All Other 4,990Total Assets $88,915LiabilitiesBonds and Notes $80,428Subordinated Debt 1,000All Other 1,575Total Liabilities 83,003Total Shareholders’ Equity 5,912Total Liabilities and Shareholders’ Equity $88,915Pro Forma Statement of IncomeYear Ended December 31, 2011Net Interest Income $1,266Provision for Loan Losses 57Noninterest Income and Expenses, Net 133Provision for Income Taxes 200Net Income $876<strong>CoBank</strong> 2011 <strong>Annual</strong> <strong>Report</strong>106
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Everett DobrinskiChairmanRobert B.
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“ We firmly believe the combined
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associations are partnering with Co
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2012 BOARD OF DIRECTORSOccupation:F
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“WE ARE COMMITTEDTO GOOD GOVERNAN
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U.S. AgBank CEO Darryl Rhodes (fron
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KansasNew MexicoUtahFC of Ness City
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CorporateCitizenshipAT COBANKSuppor
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StrategicRelationshipsFarm Credit o
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RegionalAgribusinessBANKING GROUPCe
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CorporateAgribusinessBANKING GROUPK
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ElectricDistributionBANKING DIVISIO
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Power SupplyBANKING DIVISIONTri-Sta
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IndustryPortfoliosCoBank ended 2011
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CoBank is a financially strong,depe
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30COBANK 2011ANNUAL REPORTbuilding
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The information and disclosures con
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Financial Condition andResults of O
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Provision for Loan Losses and Reser
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Purchased services expense decrease
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AgribusinessOverviewThe Agribusines
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Rural InfrastructureOverviewThe Rur
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Credit ApprovalThe most critical el
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Total nonaccrual loans were $134.9
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Basis RiskBasis risk arises due to
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Our net interest income is lower in
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The notional amount of our derivati
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