Regulatory Capitalization Requirements and RestrictionsThe FCA’s capital adequacy regulations require us tomaintain certain minimum capital requirements and collateralstandards.We are prohibited from reducing permanent capital byretiring stock or making certain other distributions toshareholders unless prescribed capital standards are met. Allsuch minimum regulatory capital requirements and collateralstandards were met as of December 31, 2011.At December 31, 2011, our permanent capital, totalsurplus, core surplus and net collateral ratios exceeded theregulatory minimums as noted in the following table.Capital Ratios as of December 31,RegulatoryMinimumsPermanentCapital Ratio 7.0 % 16.37 % 14.30 % 15.29 %Total SurplusRatio 7.0 16.01 13.96 15.01Core SurplusRatio 3.5 10.02 8.42 8.77Net CollateralRatio 104.0 (1)(2) 109.05 108.03 108.67(1)preferred stock or subordinated debt outstanding.(2)As a condition of the merger with AgBank, from January 1, 2012 throughDecember 31, 2014, if the net collateral ratio falls below 105.0 percent, theBank must notify the FCA and submit to them a written plan to restore andmaintain a level of at least 105.0 percent.2011 2010 2009The regulatory minimum net collateral ratio is 103.0 percent, but the FCArequires the higher 104.0 percent during the period in which we have Series AThe ratios are calculated in accordance with FCAregulations, as summarized below.The permanent capital ratio is quarterly averagepermanent capital (generally shareholders’ equity andsubordinated debt subject to certain limitations) asa percentage of quarterly average risk-adjusted assets.The total surplus ratio is quarterly average totalsurplus (generally shareholders’ equity, net ofpurchased stock, and subordinated debt subject tocertain limitations) as a percentage of quarterlyaverage risk-adjusted assets.The core surplus ratio is quarterly average coresurplus (generally unallocated retained earnings, noncumulativepreferred stock and a significant portionof common stock) as a percentage of quarterlyaverage risk-adjusted assets.The net collateral ratio is net collateral (generally netloans and investments) divided by total liabilities, asadjusted to exclude subordinated debt (subject tocertain limitations) and the fair value of certainderivatives.Pursuant to FCA guidance, effective July 1, 2011, webegan phasing out our Series A cumulative perpetual preferredstock ($163.3 million at December 31, 2011) from ourpermanent capital, total surplus and net collateral ratios at arate of 20 percent per annum. The impact to our regulatorycapital and collateral ratios was less than 0.1 percent during2011.Also pursuant to FCA guidance, a significant portion ofour common stock is included in core surplus, subject tocertain conditions. This inclusion will continue on a temporarybasis until the earlier of December 31, 2012 or the point atwhich the FCA changes its capital regulations in a manner thatwould be inconsistent with this treatment. The FCA requiresthat we also calculate our core surplus ratio excludingcommon stock and has established a 3.0 percent minimum forsuch ratio. As of December 31, 2011, our core surplus ratioexcluding common stock was 7.91 percent. As a condition ofthe merger with AgBank, from January 1, 2012 throughDecember 31, 2014, if our core surplus ratio excludingcommon stock falls below a threshold level, the Bank mustnotify the FCA and submit to them a written plan to restoreand maintain the ratio to at least that level. The core surplusratio excluding common stock was above the threshold levelas of the date of the merger.<strong>CoBank</strong> 2011 <strong>Annual</strong> <strong>Report</strong>85
Preferred StockThe following table summarizes our outstanding preferred stock at December 31, 2011.Preferred Stock as of December 31, 2011Series A Series B Series C Series DType Cumulative Perpetual Cumulative Perpetual Non-Cumulative Non-CumulativePerpetual PerpetualIssue Date June 2001 November 2003 July 2008 August 2009Shares Outstanding (000) 3,265 4,000 4,000 2,735Amount Outstanding (000) $163,250 $200,000 $200,000 $136,750Par Value (per share) $50 $50 $50 $50Dividend Rate (%) 7.814% 7.00% 11.00% 11.00%Change in Dividend Rate (% and dates) Greater of 7.814% or 3-month n/a 3-month USD LIBOR + 6.79% n/aUSD LIBOR + 4.72% on on July 1, 2013July 1, 2016Dividend Frequency Quarterly Quarterly Quarterly QuarterlyOptional Redemption Begins (date) Quarterly calls on or after Quarterly calls on or after <strong>Annual</strong> calls on or after Quarterly calls on or afterJuly 1, 2011 at par plus January 2, 2009 at par plus July 1, 2013 at par plus October 1, 2014 at par plusaccrued dividends accrued dividends accrued dividends accrued dividendsRank as to Dividends and Upon Liquidation Equal to Series B, C and D Equal to Series A, C and D Equal to Series A, B and D Equal to Series A, B and CIn August 2009, $136.8 million of our Series Acumulative perpetual preferred stock was exchanged forSeries D non-cumulative subordinated perpetual preferredstock, representing 2.735 million shares at $50 per shareoutstanding. Upon completion of this exchange transaction,$163.3 million of Series A preferred stock, representing3.265 million shares at $50 per share, remained outstanding.In connection with this exchange, holders of the Series Apreferred stock voted to eliminate certain restrictions on ourability to make open market purchases or exchanges of theSeries A preferred stock. The exchange of the Series Apreferred stock for new Series D preferred stock resulted in ahigher core surplus ratio, thereby enhancing our capitalposition.In August 2011, we amended the certificates ofdesignation of our Series C and Series D preferred stock torank on parity with Series A and Series B preferred stock as todividend distributions or distributions upon liquidation.As of December 31, 2011, we had $700.0 million ofpreferred stock outstanding. In 2008, our shareholdersapproved a measure allowing <strong>CoBank</strong> to issue preferred stock,subject to FCA approval, up to the then bylaw limit of$1.0 billion outstanding, at any time through September 2018.This measure allows us to access outside capital more quicklyand efficiently in response to dynamic market conditions,without the necessity of obtaining shareholder approval foreach issuance. In September 2011, in connection with themerger with AgBank, shareholders approved an increase to thelimits of both the preferred stock authorization and the bylawsto $1.5 billion. In conjunction with the merger, on January 1,2012, AgBank’s $225.0 million (par value) of preferred stockwas converted into $225.0 million (par value) of a new seriesof <strong>CoBank</strong> preferred stock with substantially the same termsand conditions.If preferred stock dividends have not been paid for sixquarters on Series A or Series B preferred stock, or 18 monthson Series C or Series D preferred stock, the preferredstockholders will have the right to appoint two non-votingobservers to attend our Board of Directors meetings until allaccumulated dividends are paid in the case of cumulativepreferred stock, and until full dividends for a one year periodare paid in the case of non-cumulative preferred stock. Inaddition, other than pursuant to an order issued by ourregulator, we may not enter into agreements restricting ourability to declare or pay preferred stock dividends.All stock retirements, including preferred stockredemptions, require the approval of our Board of Directors.Description of EquitiesIn March 2009, our voting shareholders approved changesto our bylaws to convert all previously existing classes ofcommon equity, including non-voting participationcertificates, into a single class of common equity – Class Acommon stock – and to afford voting rights to certainborrowers that are not organized as cooperatives. Class Ashareholders that are directly eligible to borrow from <strong>CoBank</strong>,that borrow on a patronage basis and that are active borrowershave voting rights. All other shareholders do not have votingrights. The number of voting shareholders increased byapproximately 27 percent as a result of these bylaw changes,which were effective April 1, 2009.<strong>CoBank</strong> 2011 <strong>Annual</strong> <strong>Report</strong>86
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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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Senior Officers Compensation Discus
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Senior Officers Compensation Discus
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Code of EthicsCoBank, ACBCoBank set
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CERTIFICATIONI, Robert B. Engel, Pr
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LeadershipCoBank, ACBRobert B. Enge
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OfficeLocationsCoBank National Offi