NRU Q3 2015 10-Q

NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORP /DC/ (NRU) SEC Quarterly Report (10-Q) for Q4 2015

NRU Q1 2016 10-Q
NRU Q3 2015 10-Q NRU Q1 2016 10-Q




UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________

FORM 10-Q

__________________________


x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2015

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to


Commission File Number: 1-7102

__________________________

NATIONAL RURAL UTILITIES

COOPERATIVE FINANCE CORPORATION

(Exact name of registrant as specified in its charter)

__________________________

District of Columbia

52-0891669

(State or other jurisdiction of incorporation or organization)

(I.R.S. employer identification no.)

20701 Cooperative Way, Dulles, Virginia, 20166

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (703) 467-1800

__________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes x   No ¨


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes

x

No ¨


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer   ¨

Accelerated filer   ¨ Non-accelerated filer x Smaller reporting company ¨

(Do not check if a smaller reporting company)


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






TABLE OF CONTENTS

Page

PART I - FINANCIAL INFORMATION

1

Item 1.

Financial Statements

40

Condensed Consolidated Statements of Operations

41

Condensed Consolidated Statements of Comprehensive Income

42

Condensed Consolidated Balance Sheets

43

Condensed Consolidated Statements of Changes in Equity

44

Condensed Consolidated Statements of Cash Flows

45

Notes to Condensed Consolidated Financial Statements

47

Note 1 - Summary of Significant Accounting Policies

47

Note  2 - Investment Securities

50

Note 3 - Loans and Commitments

51

Note 4 - Foreclosed Assets

59

Note  5 - Short-term Debt and Credit Arrangements

60

Note  6 - Long-term Debt

62

Note  7 - Subordinated Deferrable Debt

63

Note 8 - Derivative Financial Instruments

63

Note  9 - Equity

67

Note 10 - Guarantees

68

Note 11 - Fair Value Measurements

70

Note 12 - Fair Value of Financial Instruments

72

Note 13 - Segment Information

74

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A")

1

Forward-Looking Statements

1

Introduction

1

Summary of Selected Financial Data

2

Executive Summary

4

Critical Accounting Policies and Estimates

6

Accounting Changes and Developments

7

Consolidated Results of Operations

7

Consolidated Balance Sheet Analysis

14

Off-Balance Sheet Arrangements

19

Risk Management

22

Credit Risk

22

Liquidity Risk

28

Market Risk

35

Non-GAAP Financial Measures

37

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

78

Item 4.

Controls and Procedures

78

PART II-OTHER INFORMATION

78

Item 1.

Legal Proceedings

78

Item 1A.

Risk Factors

78

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

78

Item 3.

Defaults Upon Senior Securities

78


i




Item 4.

Mine Safety Disclosures

78

Item 5.

Other Information

78

Item 6.

Exhibits

79

SIGNATURES

80


ii




INDEX OF MD&A TABLES

Table

 Description

Page

-

MD&A Tables:

1

Summary of Selected Financial Data

3


2

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

8


3

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

10


4

Derivative Gains (Losses)

12


5

Derivative Average Notional Balances and Average Interest Rates

13


6

Loans Outstanding by Type and Member Class

15


7

Historical Retention Rate and Repricing Selection

16


8

Total Debt Outstanding

16


9

Collateral Pledged or on Deposit

17


10

Unencumbered Loans

18


11

Guarantees Outstanding

20


12

Maturities of Guarantee Obligations

21


13

Unadvanced Loan Commitments

21


14

Notional Maturities of Unconditional Committed Lines of Credit

21


15

Notional Maturities of Unadvanced Loan Commitments

22


16

Loan Portfolio Security Profile

23


17

Credit Exposure to 20 Largest Borrowers

24


18

TDR Loans

25


19

Nonperforming Loans

25


20

Allowance for Loan Losses

26


21

Rating Triggers for Derivatives

27


22

Liquidity Reserve Access

28


23

Projected Sources and Uses of Liquidity

29


24

Revolving Credit Agreements

31


25

Member Investments

32


26

Principal Maturity of Long-Term Debt

33


27

Credit Ratings

34


28

Financial Ratios under Revolving Credit Agreements

34


29

Financial Ratios under Indentures

35


30

Interest Rate Gap Analysis

36


31

Adjusted Financial Measures - Income Statement

37


32

TIER and Adjusted TIER

38


33

Adjusted Financial Measures - Balance Sheet

38


34

Leverage and Debt-to-Equity Ratios

39



iii




PART I-FINANCIAL INFORMATION


Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations


FORWARD-LOOKING STATEMENTS


This Quarterly Report on Form 10-Q contains certain statements that are considered "forward-looking statements" within the Securities Act of 1933, as amended, and the Exchange Act of 1934, as amended. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identified by our use of words such as "intend," "plan," "may," "should," "will," "project," "estimate," "anticipate," "believe," "expect," "continue," "potential," "opportunity" and similar expressions, whether in the negative or affirmative. All statements about future expectations or projections, including statements about loan volume, the appropriateness of the allowance for loan losses, operating income and expenses, leverage and debt-to-equity ratios, borrower financial performance, impaired loans, and sources and uses of liquidity, are forward-looking statements. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, actual results and performance may differ materially from our forward-looking statements due to several factors. Factors that could cause future results to vary from our forward-looking statements include, but are not limited to, general economic conditions, legislative changes including those that could affect our tax status, governmental monetary and fiscal policies, demand for our loan products, lending competition, changes in the quality or composition of our loan portfolio, changes in our ability to access external financing, changes in the credit ratings on our debt, valuation of collateral supporting impaired loans, charges associated with our operation or disposition of foreclosed assets, regulatory and economic conditions in the rural electric industry, non-performance of counterparties to our derivative agreements, the costs and effects of legal or governmental proceedings involving National Rural Utilities Cooperative Finance Corporation ("CFC") or its members and the factors listed and described under "Item 1A. Risk Factors" of our Annual Report on Form 10-K for the fiscal year ended May 31, 2015 ("2015 Form 10-K). Except as required by law, we undertake no obligation to update or publicly release any revisions to forward-looking statements to reflect events, circumstances or changes in expectations after the date on which the statement is made.

INTRODUCTION


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


Our financial statements include the consolidated accounts of CFC, Rural Telephone Finance Cooperative ("RTFC"), National Cooperative Services Corporation ("NCSC") and certain entities created and controlled by CFC to hold foreclosed assets. RTFC was established to provide private financing for the rural telecommunications industry. NCSC may provide financing to members of CFC, government or quasi-government entities which own electric utility systems that meet the Rural Electrification Act definition of "rural", and the for-profit and nonprofit entities that are owned, operated or controlled by, or provide significant benefits to certain members of CFC. CFC controlled and held foreclosed assets in two entities, Caribbean Asset Holdings, LLC ("CAH") and Denton Realty Partners, LP ("DRP"), during fiscal year 2015. DRP was dissolved during the fourth quarter of fiscal year 2015, subsequent to the sale of the remainder of its assets. CAH, which is the only entity in which we currently hold foreclosed assets, is a holding company for various U.S. Virgin Islands, British Virgin Islands and St. Maarten-based telecommunications operating entities that were transferred to CAH as a result of a loan default by a borrower and subsequent bankruptcy proceedings. These operating entities provide local, long-distance and wireless telephone, cable television and Internet services to residential and commercial customers. On September 30, 2015, CFC entered into a Purchase Agreement (the "Purchase Agreement") with CAH, ATN VI Holdings, LLC ("Atlantic") and Atlantic Tele-Network, Inc., the parent corporation of Atlantic, to sell all of the issued and outstanding membership interests


1



of CAH to Atlantic for a purchase price of $145 million, subject to certain adjustments. See "Item 1. Business-Overview" of our 2015 Form 10-K for additional information on the business activities of each of these entities. Unless stated otherwise, references to "we," "our" or "us" relate to CFC and its consolidated entities. All references to members within this document include members, associates and affiliates of CFC and its consolidated entities.

Management monitors a variety of key indicators to evaluate our business performance. The following MD&A is intended to provide the reader with an understanding of our results of operations, financial condition and liquidity by discussing the drivers of changes from period to period and the key measures used by management to evaluate performance, such as leverage ratios, growth and credit quality metrics. MD&A is provided as a supplement to, and should be read in conjunction with our unaudited condensed consolidated financial statements and related notes in this Report, the more detailed information contained in 2015 Form 10-K, including the risk factors discussed under "Part I-Item 1A. Risk Factors" in our 2015 Form 10-K, and the risk factors under "Part II-Item 1A. Risk Factors" in this Report.

SUMMARY OF SELECTED FINANCIAL DATA


Table 1 provides a summary of selected financial data for the three and six months ended November 30, 2015 and 2014 , and as of November 30, 2015 and May 31, 2015 . In addition to financial measures determined in accordance with generally accepted accounting principles in the United States ("GAAP"), management also evaluates performance based on certain non-GAAP measures, which we refer to as "adjusted" measures. Our key non-GAAP metrics consist of adjusted times interest earned ratio ("TIER") and adjusted debt-to-equity ratio. The most comparable GAAP measures are TIER and debt-to-equity ratio, respectively. The primary adjustments we make to calculate these non-GAAP measures consist of (i) adjusting interest expense and net interest income to include the impact of net periodic derivative cash settlements; (ii) adjusting net income, senior debt and total equity to exclude the non-cash impact of the accounting for derivative financial instruments; (iii) adjusting senior debt to exclude the amount that funds CFC member loans guaranteed by the RUS, subordinated deferrable debt and members' subordinated certificates; and (iv) adjusting total equity to include subordinated deferrable debt and members' subordinated certificates. See "Non-GAAP Financial Measures" for a detailed reconciliation of these adjusted measures to the most comparable GAAP measures. We believe our adjusted non-GAAP metrics, which are not a substitute for GAAP and may not be consistent with similarly titled non-GAAP measures used by other companies, provide meaningful information and are useful to investors because the financial covenants in our revolving credit agreements and debt indentures are based on these adjusted metrics.




2



Table 1 : Summary of Selected Financial Data

Three Months Ended November 30,

Six Months Ended November 30,

(Dollars in thousands)

2015

2014

Change

2015

2014

Change

Statement of operations

Interest income

$

256,325


$

235,235


9 %


$

502,441


$

472,526


6 %


Interest expense

(167,124

)

(158,275

)

6

(332,824

)

(314,827

)

6

Net interest income

89,201


76,960


16

169,617


157,699


8

Provision for loan losses

(1,240

)

(992

)

25

(5,802

)

5,779


(200)

Fee and other income

7,031


9,872


(29)

11,732


14,229


(18)

Derivative losses (1)

(101,184

)

(74,561

)

36

(113,201

)

(124,439

)

(9)

Results of operations of foreclosed assets

2,054


(28,991

)

(107)

133


(31,690

)

(100)

Operating expenses (2)

(20,231

)

(18,237

)

11

(43,066

)

(36,780

)

17

Other non-interest expense

(9

)

(4

)

125

(366

)

57


(742)

Income before income taxes

(24,378

)

(35,953

)

(32)

19,047


(15,145

)

(226)

Income tax expense

(110

)

41


(368)

(440

)

(155

)

184

Net income (loss)

$

(24,488

)

$

(35,912

)

(32) %


$

18,607


$

(15,300

)

(222)%

Adjusted statement of operations

Adjusted interest expense (3)

$

(189,697

)

$

(180,039

)

5 %


$

(375,553

)

$

(356,692

)

5 %


Adjusted net interest income (3)

66,628


55,196


21

126,888


115,834


10

Adjusted net income (3)

54,123


16,885


221

89,079


67,274


32

Ratios

Fixed-charge coverage ratio/TIER (4)

0.85


0.77


8

 bps

1.06


0.95


11

 bps

Adjusted TIER (3)

1.29


1.09


20

1.24


1.19


5

November 30, 2015

May 31, 2015

Change

Balance sheet

Cash, investments and time deposits

$

669,977


$

818,308


(18)%

Loans to members (5)

22,673,529


21,469,017


6

Allowance for loan losses

(39,600

)

(33,690

)

18

Loans to members, net

22,633,929


21,435,327


6

Total assets (6)

23,850,982


22,846,059


4

Short-term borrowings

3,542,802


3,127,754


13

Long-term debt

16,858,024


16,244,794


4

Subordinated deferrable debt

395,736


395,699


-

Members' subordinated certificates

1,479,562


1,505,420


(2)

Total debt outstanding (6)(7)

22,276,124


21,273,667


5

Total liabilities (6)

22,957,467


21,934,273


5

Total equity

893,515


911,786


(2)

Guarantees (8)

961,250


986,500


(3)

Ratios


Leverage ratio (9)

26.77


25.14


163

 bps

Adjusted leverage ratio (3)

6.84


6.58


26

Debt-to-equity ratio (10)

25.69


24.06


163

Adjusted debt-to-equity ratio (3)

6.53


6.26


27

____________________________

- Change is less than one percent or not meaningful.



3



(1) Consists of derivative cash settlements and derivative forward value amounts. Derivative cash settlement amounts represent net periodic contractual interest accruals related to derivatives not designated for hedge accounting. Derivative forward value amounts represent changes in fair value during the period, excluding net periodic contractual accruals, related to derivatives not designated for hedge accounting and expense amounts reclassified into income related to the cumulative transition loss recorded in accumulated other comprehensive income ("AOCI") as of June 1, 2001, as a result of the adoption of the derivative accounting guidance that required derivatives to be reported at fair value on the balance sheet.

(2) Consists of the salaries and employee benefits and the other general and administrative expenses components of non-interest expense, each of which are presently separately on our consolidated statements of operations.

(3) See "Non-GAAP Financial Measures" for details on the calculation of these adjusted non-GAAP ratios and the reconciliation to the most comparable GAAP measures.

(4) Calculated based on net income plus interest expense for the period divided by interest expense for the period. The fixed-charge coverage ratios and TIER were the same during each period presented because we did not have any capitalized interest during these periods.

(5) Loans to members consists of the outstanding principal balance of member loans plus unamortized deferred loan origination costs, which totaled $ 10 million as of both November 30, 2015 and May 31, 2015 .

(6) In the first quarter of fiscal year 2016, we early-adopted the Financial Accounting Standards Board ("FASB") guidance that amends the presentation of debt issuance costs in the financial statements by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts, rather than as an asset. We retrospectively applied this guidance, which resulted in the reclassification of unamortized debt issuance costs of $47 million as of May 31, 2015, from total assets on our condensed consolidated balance sheet to total debt outstanding. Other than this reclassification, the adoption of the guidance did not impact our consolidated financial statements. See "Note 1-Summary of Significant Accounting Policies-Accounting Standards Adopted in Fiscal Year 2016" for additional information.

(7) Total debt includes debt issuance costs, which were previously classified as an asset on our consolidated balance sheets, of $50 million and $47 million as of November 30, 2015 and May 31, 2015 , respectively.

(8) Represents the total outstanding guarantee amount as of the end of the each period; however, the amount recorded on our condensed consolidated balance sheets for our guarantee obligations is significantly less than the outstanding guarantee total. See "Note 10-Guarantees" for additional information.

(9) Calculated based on total liabilities and guarantees at period end divided by total equity at period end.

(10) Calculated based on total liabilities at period end divided by total equity at period end.

EXECUTIVE SUMMARY


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


Financial Performance


Reported Results


We reported a net loss of $24 million and $36 million for the quarter ended November 30, 2015 ("current quarter") and same prior-year quarter, respectively, and TIER of 0.85 and 0.77 , respectively. We reported net income of $19 million and TIER of 1.06 for the six months ended November 30, 2015 , compared with a net loss of $15 million and TIER of 0.95 for the same prior year period. Our debt-to-equity ratio increased to 25.69 -to-1 as of November 30, 2015 , from 24.06 -to-1 as of May 31, 2015 .


Our reported net losses of $24 million and $36 million in the current quarter and the same prior quarter, respectively, were primarily driven by fair value losses of $101 million and $75 million , respectively, on the derivatives we use to economically hedge the interest rate risk related to certain financial assets and liabilities that are not measured at fair value. Although we recorded higher derivative losses in the current quarter than the same prior year quarter, our reported net loss was lower because of an increase in net interest income of $12 million , driven by an increase in average total loans of $1,746 million , or 9% , and a reduction in losses from foreclosed assets of $31 million , attributable to the absence of an impairment charge of $27 million related to CAH recorded in the prior year quarter.


Our reported net income of $19 million for the six months ended November 30, 2015 and net loss of $15 million for the six months ended November 30, 2014 also reflected the unfavorable impact of derivative losses, which totaled $113 million and $124 million , respectively. The lower derivative losses during the six months ended November 30, 2015 , compared with the


4



same prior year period, coupled with an increase in net interest income of $12 million , driven by an increase in average total loans of $1,508 million , or 7% , and the absence of the CAH impairment charge of $27 million were the primary drivers of the improvement in our reported results for the six months ended November 30, 2015 .


We expect volatility in our reported GAAP results from period to period due to changes in market conditions that result in periodic fluctuations in the estimated fair value of our derivative instruments, which serve as economic hedges. While we mark to market our derivatives through earnings, the corresponding hedged items are not subject to mark-to-market treatment. As such, our debt covenants are based on our adjusted non-GAAP results, which we also use to evaluate our core operating performance.


Adjusted Non-GAAP Results


Our adjusted net income totaled $54 million and $17 million for the current quarter and same prior-year quarter, respectively, and our adjusted TIER was 1.29 and 1.09 , respectively. Our adjusted net income was $89 million and $ 67 million for the six months ended November 30, 2015 and 2014 , respectively, and our adjusted TIER was 1.24 and 1.19 , respectively, for the same prior-year period. Our adjusted debt-to-equity ratio increased to 6.53 -to-1 as of November 30, 2015 , from 6.26 -to-1 as of May 31, 2015 .


The increases in adjusted net income in the current quarter and six months ended November 30, 2015 over the same prior-year periods were primarily driven by a significant increase in adjusted net interest income resulting from the growth in average loan balances and the absence of the CAH impairment charge of $27 million recorded in the prior year quarter.


Lending Activity


Total loans outstanding, which consists of the unpaid principal balance and excludes deferred loan origination costs, was $22,664 million as of November 30, 2015 , an increase of $1,204 million , or 6% , from May 31, 2015 . The increase was primarily due to an increase in CFC distribution and power supply loans of $1,058 million and $199 million , respectively, which was attributable to members refinancing with us loans made by other lenders and member advances for capital investments. This increase was partially offset by a decrease in NCSC loans of $27 million and a decrease in RTFC loans of $21 million .

CFC had long-term fixed-rate loans totaling $510 million that repriced during the six months ended November 30, 2015 . Of this total, $481 million repriced to a new long-term fixed rate; $22 million repriced to a long-term variable rate; and $7 million were repaid in full.


Financing Activity


Our outstanding debt volume generally increases and decreases in response to member loan demand. As outstanding loan balances increased during the six months ended November 30, 2015 , our debt volume also increased. Total debt outstanding was $22,276 million as of November 30, 2015 , an increase of $1,002 million , or 5% , from May 31, 2015 . The increase was primarily attributable to an advance of $180 million under the note purchase agreement with the Federal Agricultural Mortgage Corporation ("Farmer Mac"), an advance of $250 million under the Guaranteed Underwriter Program of the USDA and the issuance of $750 million aggregate principal amount of collateral trust bonds.


In July 2015, we executed a new three-year $300 million secured revolving note purchase agreement with Farmer Mac to provide us additional funding flexibility. In November 2015, we amended and restated our $1,665 million three-year and $1,645 million five-year revolving credit agreements to extend the maturity dates to November 19, 2018 and November 19, 2020, respectively, from October 28, 2017 and October 28, 2019, respectively. We provide additional information on our financing activities below under "Consolidated Balance Sheet Analysis-Debt" and "Liquidity Risk."


Outlook for the Next 12 Months


We expect the amount of new long-term loan advances to exceed scheduled loan repayments over the next 12 months. We anticipate a continued increase in earnings from our core lending operations over the next 12 months based on our expectation of an increase in long-term loans outstanding.



5



Long-term debt scheduled to mature over the next 12 months totaled $1,515 million as of November 30, 2015 . We believe we have sufficient liquidity from the combination of existing cash and time deposits, member loan repayments, committed loan facilities and our ability to issue debt in the capital markets, to our members and in private placements, to meet the demand for member loan advances and satisfy our obligations to repay long-term debt maturing over the next 12 months. We had $583 million in cash and time deposits, up to $500 million available under committed loan facilities from the Federal Financing Bank ("FFB"), $3,309 million available under committed revolving lines of credit with a syndicate of banks, up to $300 million available under a new note purchase agreement with Farmer Mac and, subject to market conditions, up to $2,428 million available under the existing revolving note purchase agreement with Farmer Mac as of November 30, 2015 . On September 28, 2015, we received a commitment from the RUS to guarantee a loan of $250 million from the FFB pursuant to the Guaranteed Underwriter Program. We expect to close the new committed loan facility with RUS during the third quarter of fiscal year 2016. Upon closing of the commitment, we will have an additional $250 million available under the Guaranteed Underwriter Program with a 20-year maturity repayment period during the three-year period following the date of closing. We also have the ability to issue collateral trust bonds and medium-term notes in the capital markets and medium-term notes to members.


We believe we can continue to roll over the member outstanding short-term debt of $2,523 million as of November 30, 2015 , based on our expectation that our members will continue to reinvest their excess cash in our commercial paper, daily liquidity fund and select notes. We expect to continue to roll over our outstanding dealer commercial paper of $1,020 million as of November 30, 2015 . We intend to manage our short-term wholesale funding risk by maintaining our dealer commercial paper within an approximate range between $1,000 million and $1,250 million for the foreseeable future. We expect to continue to be in compliance with the covenants under our revolving credit agreements, which will allow us to mitigate our roll-over risk as we can draw on these facilities to repay dealer or member commercial paper that cannot be rolled over due to potential adverse changes in market conditions.


Our goal is to maintain the adjusted debt-to-equity ratio at or below 6.00-to-1. However, because of the significant increase in outstanding loan balances over the last 18 months, it has been necessary to increase our borrowings to fund the loan growth. As a result, our adjusted debt-to-equity ratio will likely continue to be higher than 6.00-to-1 for an extended period of time.


As part of our strategy to manage our credit risk exposure, we entered into a long-term standby purchase commitment agreement with Farmer Mac on August 31, 2015. Under this agreement, we may designate certain loans, as approved by Farmer Mac, and in the event any such loan later goes into material default for at least 90 days, upon request by us, Farmer Mac must purchase such loan at par value. We designated, and Farmer Mac approved an initial tranche of loans with an aggregate outstanding principal balance of $520 million as of August 31, 2015. As a result of principal payments, the balance of these loans totaled $515 million as of November 30, 2015 .


As previously disclosed, on September 30, 2015, CFC entered into a Purchase Agreement with CAH, Atlantic and Atlantic Tele-Network, Inc., the parent corporation of Atlantic, to sell all of the issued and outstanding membership interests of CAH to Atlantic for a purchase price of $145 million, subject to certain adjustments. We continue to expect to complete the transaction during the second half of calendar year 2016, subject to the satisfaction or waiver of various closing conditions under the Purchase Agreement, including, among other things, the receipt of required communications regulatory approvals in the United States, United States Virgin Islands, British Virgin Islands and St. Maarten, the expiration or termination of applicable waiting periods under applicable competition laws, and the absence of a material adverse effect or material adverse regulatory event. See "Consolidated Results of Operations-Results of Foreclosed Assets" below and "Note 4-Foreclosed Assets" for additional information related to CAH.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in accordance with U.S. GAAP requires management to make a number of judgments, estimates and assumptions that affect the amount of assets, liabilities, income and expenses in the consolidated financial statements. Understanding our accounting policies and the extent to which we use management's judgment and estimates in applying these policies is integral to understanding our financial statements. We provide a discussion of our significant accounting policies under "Note 1-Summary of Significant Accounting Policies" in our 2015 Form 10-K.



6



We have identified certain accounting policies as critical because they involve significant judgments and assumptions about highly complex and inherently uncertain matters, and the use of reasonably different estimates and assumptions could have a material impact on our results of operations or financial condition. Our most critical accounting policies and estimates involve the determination of the allowance for loan losses and fair value. We evaluate our critical accounting estimates and judgments required by our policies on an ongoing basis and update them as necessary based on changing conditions. There were no material changes in the assumptions used in our critical accounting policies and estimates during the current quarter. Management has discussed significant judgments and assumptions in applying our critical accounting policies with the Audit Committee of our Board of Directors. We provide information on the methodologies and key assumptions used in our critical accounting policies and estimates under "MD&A-Critical Accounting Policies and Estimates" in our 2015 Form 10-K. See "Item 1A. Risk Factors" for a discussion of the risks associated with management's judgments and estimates in applying our accounting policies and methods in our 2015 Form 10-K.

ACCOUNTING CHANGES AND DEVELOPMENTS


See "Note 1-Summary of Significant Accounting Policies" for information on accounting standards adopted during the six months ended November 30, 2015 , as well as recently issued accounting standards not yet required to be adopted and the expected impact of these accounting standards. To the extent we believe the adoption of new accounting standards has had or will have a material impact on our results of operations, financial condition or liquidity, we discuss the impacts in the applicable section(s) of MD&A.

CONSOLIDATED RESULTS OF OPERATIONS


The section below provides a comparative discussion of our condensed consolidated results of operations between the three months ended November 30, 2015 and 2014 and between the six months ended November 30, 2015 and 2014 . Following this section, we provide a comparative analysis of our condensed consolidated balance sheets as of November 30, 2015 and May 31, 2015 . You should read these sections together with our "Executive Summary-Outlook for the Next 12 Months" where we discuss trends and other factors that we expect will affect our future results of operations.


Net Interest Income


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


Table 2 presents our average balance sheets for the three and six months ended November 30, 2015 and 2014 , and for each major category of our interest-earning assets and interest-bearing liabilities, the interest income earned or interest expense incurred, and the average yield or cost. Table 2 also presents non-GAAP adjusted interest expense, adjusted net interest income and adjusted net interest yield, which reflect the inclusion of net periodic derivative cash settlements in interest expense. We provide reconciliations of our non-GAAP adjusted measures to the most comparable GAAP measures under "Non-GAAP Financial Measures."




7



Table 2 : Average Balances, Interest Income/Interest Expense and Average Yield/Cost

Three Months Ended November 30,

(Dollars in thousands)

2015

2014

Assets:

Average Balance

Interest Income/Expense

Average Yield/Cost

Average Balance

Interest Income/Expense

Average Yield/Cost

Long-term fixed-rate loans (1)

$

20,516,596


$

243,601


4.78

%

$

18,688,811


$

222,023


4.77

%

Long-term variable-rate loans

691,793


4,822


2.80


693,758


4,902


2.83


Line of credit loans

1,057,682


6,386


2.43


1,141,369


6,687


2.35


Restructured loans

10,333


130


5.06


7,555


10


0.53


Nonperforming loans

2,787


29


4.18


1,695


-


-


Interest-based fee income (2)

-


(600

)

-


-


64


-


Total loans

22,279,191


254,368


4.59


20,533,188


233,686


4.56


Cash, investments and time deposits

631,995


1,957


1.25


720,433


1,549


0.86


Total interest-earning assets

$

22,911,186


$

256,325


4.50

%

$

21,253,621


$

235,235


4.44

%

Other assets, less allowance for loan losses

878,481


1,132,713


Total assets

$

23,789,667


$

22,386,334


Liabilities:

Short-term debt

$

3,150,623


$

3,382


0.43

%

$

3,826,661


$

5,663


0.59

%

Medium-term notes

3,369,780


20,819


2.48


2,864,538


17,707


2.48


Collateral trust bonds

6,660,248


81,769


4.94


6,079,894


77,082


5.09


Subordinated deferrable debt

391,381


4,788


4.92


400,000


4,803


4.82


Subordinated certificates

1,469,916


15,097


4.13


1,523,922


16,105


4.24


Long-term notes payable

6,740,850


41,269


2.46


5,771,706


36,915


2.57


Total interest-bearing liabilities

$

21,782,798


$

167,124


3.09

%

$

20,466,721


$

158,275


3.10

%

Other liabilities

1,083,069


963,240


Total liabilities

22,865,867


21,429,961


Total equity

923,800


956,373


Total liabilities and equity

$

23,789,667


$

22,386,334


Net interest spread (3)

1.41

%

1.34

%

Impact of non-interest bearing funding (4)

0.15


0.11


Net interest income/net interest yield (5)

$

89,201


1.56

%

$

76,960


1.45

%

Adjusted net interest income/adjusted net interest yield:

Interest income

$

256,325


4.50

%

$

235,235


4.44

%

Interest expense

167,124


3.09


158,275


3.10


Add: Net derivative cash settlement cost (6)

22,573


0.92


21,764


1.03


Adjusted interest expense/adjusted average cost (7)

$

189,697


3.50

%

$

180,039


3.52

%

Adjusted net interest spread (4)

1.00

%

0.92

%

Impact of non-interest bearing funding

0.17


0.12


Adjusted net interest income/adjusted net interest yield (8)

$

66,628


1.17

%

$

55,196


1.04

%


8



Six Months Ended November 30,

(Dollars in thousands)

2015

2014

Assets:

Average Balance

Interest Income/Expense

Average Yield/Cost

Average Balance

Interest Income/Expense

Average Yield/Cost

Long-term fixed-rate loans (1)

$

20,213,693


$

475,803


4.71

%

$

18,572,866


$

444,351


4.77

%

Long-term variable-rate loans

688,829


9,842


2.86


724,399


10,262


2.83


Line of credit loans

1,048,807


12,584


2.40


1,149,132


13,629


2.37


Restructured loans

10,873


130


2.39


7,570


10


0.26


Nonperforming loans

1,386


29


4.18


1,884


-


-


Interest-based fee income (2)

-


(529

)

-


-


153


-


Total loans

21,963,588


497,859


4.53


20,455,851


468,405


4.57


Cash, investments and time deposits

677,440


4,582


1.35


858,957


4,121


0.96


Total interest-earning assets

$

22,641,028


$

502,441


4.44

%

$

21,314,808


$

472,526


4.42

%

Other assets, less allowance for loan losses

875,749


1,015,962


Total assets

$

23,516,777




$

22,330,770






Liabilities:











Short-term debt

$

2,973,934


$

5,924


0.40

%

$

3,812,950


$

8,804


0.46

%

Medium-term notes

3,365,431


40,972


2.43


2,812,085


34,866


2.47


Collateral trust bonds

6,721,564


164,600


4.90


6,048,488


153,264


5.05


Subordinated deferrable debt

395,714


9,571


4.84


400,000


9,570


4.77


Subordinated certificates

1,483,887


30,403


4.10


1,533,475


32,851


4.27


Long-term notes payable

6,645,058


81,354


2.45


5,815,810


75,472


2.59


Total interest-bearing liabilities

$

21,585,588


$

332,824


3.08

%

$

20,422,808


$

314,827


3.07

%

Other liabilities

1,011,694



946,469



Total liabilities

22,597,282



21,369,277



Total equity

919,495


961,493



Total liabilities and equity

$

23,516,777




$

22,330,770




Net interest spread (3)



1.36

%





1.35

%

Impact of non-interest bearing funding (4)

0.14


0.13


Net interest income/net interest yield (5)

$

169,617


1.50

%

$

157,699


1.48

%

Adjusted net interest income/adjusted net interest yield:



Interest income

$

502,441


4.44

%

$

472,526


4.42

%

Interest expense

332,824


3.08


314,827


3.07


Add: Net derivative cash settlement cost (6)

42,729


0.87


41,865


0.98


Adjusted interest expense/adjusted average cost (7)

$

375,553


3.48

%



$

356,692


3.48

%

Adjusted net interest spread (4)

0.96

%


0.94

%

Impact of non-interest bearing funding

0.16


0.14


Adjusted net interest income/adjusted net interest yield (8)

$

126,888


1.12

%


$

115,834



1.08

%

____________________________

(1) Interest income includes loan conversion fees, which are generally deferred and recognized in interest income using the effective interest method. A small portion of conversion fees that are intended to cover the administrative costs related to the conversion are recognized into interest income immediately at the date of conversion.

(2) Amounts primarily include the amortization of deferred loan origination costs and late payment fees. Excludes up-front loan arranger fees, which are not not based on interest rates, for the three and six months ended November 30, 2015 . These fees are included in fee and other income.



9



(3) Net interest spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing funding. Adjusted net interest spread represents the difference between the average yield on interest-earning assets and the adjusted average cost of interest-bearing funding.

(4) Includes other liabilities and equity.

(5) Net interest yield is calculated based on annualized net interest income for the period divided by average interest-earning assets for the period.

(6) Represents the impact of net periodic derivative cash settlements during the period, which is added to interest expense to derive non-GAAP adjusted interest expense. The average (benefit)/cost associated with derivatives is calculated based on the annualized net periodic cash settlements during the period divided by the average outstanding notional amount of derivatives during the period. The average outstanding notional amount of derivatives was $9,922 million and $8,493 million for the three months ended November 30, 2015 and 2014 , respectively. The average outstanding notional amount of derivatives was $ 9,855 million and $ 8,489 million for the six months ended November 30, 2015 and 2014 , respectively.

(7) Adjusted average cost is calculated based on annualized adjusted interest expense for the period divided by average interest-bearing funding during the period.

(8) Adjusted net interest yield is calculated based on annualized adjusted net interest income for the period divided by average interest-earning assets for the period.


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


Table 3 : Rate/Volume Analysis of Changes in Interest Income/Interest Expense

Three Months Ended November 30,

2015 versus 2014

Six Months Ended November 30,

2015 versus 2014

Variance due to: (1)

Variance due to: (1)

(Dollars in thousands)

Total

Variance

Volume

Rate

Total

Variance

Volume

Rate

Interest income:

Long-term fixed-rate loans

$

21,578


$

21,048


$

530


$

31,452


$

37,935


$

(6,483

)

Long-term variable-rate loans

(80

)

(27

)

(53

)

(420

)

(531

)

111


Line of credit loans

(301

)

(507

)

206


(1,045

)

(1,224

)

179


Restructured loans

120


4


116


120


4


116


Nonperforming loans

29


-


29


29


-


29


Fee income

(664

)

-


(664

)

(682

)

-


(682

)

Total loans

20,682


20,518


164


29,454


36,184


(6,730

)

Cash, investments and time deposits

408


(194

)

602


461


(880

)

1,341


Interest income

21,090


20,324


766


29,915


35,304


(5,389

)

Interest expense:

Short-term debt

(2,281

)

(1,013

)

(1,268

)

(2,880

)

(1,956

)

(924

)

Medium-term notes

3,112


3,066


46


6,106


6,747


(641

)

Collateral trust bonds

4,687


7,127


(2,440

)

11,336


16,590


(5,254

)

Subordinated deferrable debt

(15

)

(116

)

101


1


(128

)

129


Subordinated certificates

(1,008

)

(613

)

(395

)

(2,448

)

(1,149

)

(1,299

)

Long-term notes payable

4,354


6,081


(1,727

)

5,882


10,526


(4,644

)

Interest expense

8,849


14,532


(5,683

)

17,997


30,630


(12,633

)

Net interest income

$

12,241


$

5,792


$

6,449


$

11,918


$

4,674


$

7,244


Adjusted net interest income:

Interest income

$

21,090


$

20,324


$

766


$

29,915


$

35,304


$

(5,389

)

Interest expense

8,849


14,532


(5,683

)

17,997


30,630


(12,633

)

Derivative cash settlements (2)

809


3,593


(2,784

)

864


6,605


(5,741

)

Adjusted interest expense (3)

9,658


18,125


(8,467

)

18,861


37,235


(18,374

)

Adjusted net interest income

$

11,432


$

2,199


$

9,233


$

11,054


$

(1,931

)

$

12,985



10



____________________________

(1) The changes for each category of interest income and interest expense are divided between the portion of change attributable to the variance in volume and the portion of change attributable to the variance in rate for that category. The amount attributable to the combined impact of volume and rate has been allocated to each category based on the proportionate absolute dollar amount of change for that category.

(2) For derivative cash settlements, the variance due to average volume represents the change in derivative cash settlements resulting from the change in the average notional amount of derivative contracts outstanding. The variance due to average rate represents the change in derivative cash settlements resulting from the net difference between the average rate paid and the average rate received for interest rate swaps during the period.

(3) See "Non-GAAP Financial Measures" for additional information on our adjusted non-GAAP measures.


Net interest income of $89 million for the current quarter increased by $12 million , or 16% from the same prior year quarter, driven by an increase in average interest-earning assets of 8% and an increase in net interest yield of 8% ( 11 basis points) to 1.56% .


Net interest income of $170 million for the six months ended November 30, 2015 , increased by $12 million , or 8% , from the same prior-year period, driven by an increase in average interest-earning assets of 6% and an increase in net interest yield of 1% ( 2 basis points) to 1.50% .



Average Interest-Earning Assets: The increase in average interest-earning assets for the current quarter and six months ended November 30, 2015 was primarily attributable to growth in average total loans of $1,746 million , or 9% , and $1,508 million , or 7% , respectively, over the same prior year periods, as members refinanced with us loans made by other lenders and obtained advances to fund capital investments.


Net Interest Yield: The increase in the net interest yield for the current quarter and six months ended November 30, 2015 reflects the combined impact of a reduction in our average cost of funds and an increase in the average yield on interest-earning assets. As benchmark treasury rates remained low and our credit spread tightened over the past few years, there was a continued reduction in the rates we had to pay to obtain funding in the capital markets. As a cost-based lender, our fixed interest rates for loans are intended to reflect our cost of borrowing plus a spread to cover our cost of operations and provision for loan losses and to provide earnings sufficient to achieve interest coverage to meet financial objectives. We therefore lowered the contractual long-term fixed rates on new loans during this period. The impact of the accelerated recognition of deferred loan conversion fees during the current quarter and six months ended November 30, 2015 due to loan payoffs more than offset the reduction in the contractual long-term fixed rates, resulting in the overall increase in average yield on interest-earning assets.


Adjusted net interest income of $67 million for the current quarter increased by $11 million , or 21% , from the same prior- year quarter, driven by the increase in average interest-earning assets of 8% and an increase in adjusted net interest yield of 13% ( 13 basis points) to 1.17% .


Adjusted net interest income of $127 million for the six months ended November 30, 2015 increased by $11 million , or 10% , from the same prior-year period, driven by the increase in average interest-earning assets of 6% and an increase in the adjusted net interest yield of 4% ( 4 basis points) to 1.12% .


Our adjusted net interest income and adjusted net interest yield include the impact of net periodic derivative cash settlements during the period. We recorded net periodic derivative cash settlement expense of $23 million and $22 million for the three months ended November 30, 2015 and 2014 , respectively, and $43 million and $42 million for the six months ended November 30, 2015 and 2014 , respectively. See "Non-GAAP Financial Measures" for additional information on our adjusted measures.


Provision for Loan Losses


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


We recorded a provision for loan losses of $1 million for the three months ended November 30, 2015 and 2014 . We recorded a provision for loan losses of $6 million for the six months ended November 30, 2015 , compared with a negative provision of $6 million for the six months ended November 30, 2014 . The growth in our loan portfolio was the primary driver of the provision expense of $6 million for the six months ended November 30, 2015 . In comparison, outstanding loans remained


11



relatively flat during the same prior year period, and we experienced modest improvement in the credit quality and overall credit risk profile of our loan portfolio, which together resulted in the negative provision of $6 million for the six months ended November 30, 2014 .


We provide additional information on our allowance for loan losses under "Credit Risk-Allowance for Loan Losses" and "Note 3-Loans and Commitments" of this Report. For information on our allowance methodology, see "MD&A-Critical Accounting Policies and Estimates" and "Note 1-Summary " in our 2015 Form 10-K.


Non-Interest Income


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


We recorded losses from non-interest income of $92 million and $94 million for the three months ended November 30, 2015 and 2014 , respectively. We recorded losses from non-interest income of $101 million and $142 million for the six months ended November 30, 2015 and 2014 , respectively. The variances in non-interest income for three and six months ended November 30, 2015 , from the same prior year periods were primarily attributable to changes in net derivative losses recognized in our consolidated statements of operations and an impairment charge of $27 million related to CAH recorded in the three months ended November 30, 2014 .


Derivative Gains (Losses)


Our derivative instruments are an integral part of our interest rate risk management strategy. Our principal purpose in using derivatives is to manage our aggregate interest rate risk profile within prescribed risk parameters. The derivative instruments we use primarily include interest rate swaps, which we typically hold to maturity. The primary factors affecting the fair value of our derivatives and derivative gains (losses) recorded in our results of operations include changes in interest rates, yield curves and implied interest rate volatility and the composition and balance of instrument types in our derivative portfolio. We generally do not designate interest rate swaps, which represent the substantial majority of our derivatives, for hedge accounting. Accordingly, changes in the fair value of interest rate swaps are reported in our consolidated statements of operations under derivative gains (losses). We did not have any derivatives designated as accounting hedges as of November 30, 2015 or May 31, 2015 .


We recorded derivative losses of $101 million and $75 million for the three months ended November 30, 2015 and 2014 , respectively, and derivative losses $113 million and $124 million for the six months ended November 30, 2015 and 2014 , respectively. Table 4 presents the components of net derivative gains (losses) recorded in our condensed consolidated results of operations for the three and six months ended November 30, 2015 and 2014 . The derivative gains (losses) relate to interest rate swap agreements. Derivative cash settlements represent net contractual interest expense accruals on interest rate swaps during the period. The derivative forward value represents the change in fair value of our interest rate swaps during the reporting period due to changes in expected future interest rates over the remaining life of our derivative contracts.


Table 4 : Derivative Gains (Losses)

Three Months Ended November 30,

Six Months Ended November 30,

(Dollars in thousands)

2015

2014

2015

2014

Derivative gains (losses) attributable to:

Derivative cash settlements

$

(22,573

)

$

(21,764

)

$

(42,729

)

$

(41,865

)

Derivative forward value

(78,611

)

(52,797

)

(70,472

)

(82,574

)

Derivative losses

$

(101,184

)

$

(74,561

)

$

(113,201

)

$

(124,439

)


We currently use two types of interest rate swap agreements: (i) we pay a fixed rate and receive a variable rate ("pay-fixed swaps") and (ii) we pay a variable rate and receive a fixed rate ("receive-fixed swaps"). Pay-fixed swaps generally decrease in value as interest rates decline and increase in value as interest rates rise. In contrast, receive-fixed swaps generally increase in value as interest rates decline and decrease in value as interest rates rise. The composition of our pay-fixed and receive-fixed swaps varies across the swap yield curve. As a result, the overall fair value gains and losses of our derivatives


12



also are sensitive to flattening and steepening of the swap yield curve. See "Note 12-Fair Value of Financial Instruments" for information on how we estimate the fair value of our derivative instruments.


Table 5 displays the average notional amount outstanding, by swap agreement type, and the weighted-average interest rate paid and received for derivative cash settlements during the three and six months ended November 30, 2015 and 2014 . As indicated in Table 5 , our derivative portfolio currently consists of a higher proportion of pay-fixed swaps than receive-fixed swaps, which is subject to change based on changes in market conditions and actions taken to manage our interest rate risk.


Table 5 : Derivative Average Notional Balances and Average Interest Rates

Three Months Ended November 30,

2015

2014

(Dollars in thousands)

Average

Notional

Balance

Weighted-

Average

Rate Paid

Weighted-

Average

Rate Received

Average

Notional

Balance

Weighted-

Average

Rate Paid

Weighted-

Average

Rate Received

Pay-fixed swaps

$

6,188,639


3.07

%

0.33

%

$

5,543,655


3.30

%

0.24

%

Receive-fixed swaps

3,733,066


0.80


3.02


2,949,000


0.83


3.60


Total

$

9,921,705


2.21

%

1.35

%

$

8,492,655


2.45

%

1.41

%

Six Months Ended November 30,

2015

2014

(Dollars in thousands)

Average

Notional

Balance

Weighted-

Average

Rate Paid

Weighted-

Average

Rate Received

Average

Notional

Balance

Weighted-

Average

Rate Paid

Weighted-

Average

Rate Received

Pay-fixed swaps

$

6,063,335


3.10

%

0.31

%

$

5,481,180


3.31

%

0.24

%

Receive-fixed swaps

3,791,350


0.80


3.05


3,007,333


0.84


3.61


Total

$

9,854,685


2.21

%

1.37

%

$

8,488,513


2.43

%

1.44

%


The derivative losses of $101 million and $113 million recorded in the three and six months ended November 30, 2015 , were primarily attributable to a net decrease in the fair value of our pay-fixed swaps due to a flattening of the swap yield curve resulting from a gradual decline in interest rates across the medium and longer end of the yield curve.


The net derivative losses of $75 million and $124 million recorded for the three and six months ended November 30, 2014 , respectively, were primarily attributable to a flattening of the swap yield curve during the period, as the overall level of interest rates on the longer end of the yield curve declined. This decline resulted in a net decrease in the fair value of our pay-fixed swaps and a net increase in the fair value of our receive-fixed swaps. Because of the composition of our derivative portfolio, the decline in the fair value of our pay-fixed swaps more than offset the increase in the fair value of our receive-fixed swaps.


See "Note 8-Derivative Financial Instruments" for additional information on our derivative instruments.


Results of Operations of Foreclosed Assets


The financial operating results of entities controlled by CFC that hold foreclosed assets are reported in our consolidated statements of operations under results of operations of foreclosed assets. We previously had two entities, CAH and DRP, that held foreclosed assets. We dissolved DRP during the fourth quarter of fiscal 2015, following the sale of DRP's remaining assets.


We recorded a gain from the results of operations of foreclosed assets of $2 million for the three months ended November 30, 2015 , compared with a loss of $29 million for the three months ended November 30, 2014 . We recorded a gain from the results of foreclosed assets of less than $1 million for the six months ended November 30, 2015 , compared with a loss of $32 million for the six months ended November 30, 2014 . The gains recorded during the three and six months ended November 30, 2015 were primarily attributable to purchase price adjustments related to CAH, while the losses recorded


13



during the prior year periods were primarily attributable to a CAH impairment charge of $27 million recorded in the second quarter of fiscal year 2015.


As discussed above under "Introduction" and "Executive Summary," on September 30, 2015, CFC entered into a Purchase Agreement with CAH, Atlantic and Atlantic Tele-Network, Inc., the parent corporation of Atlantic, to sell all of the issued and outstanding membership interests of CAH to Atlantic for a purchase price of $145 million, subject to certain adjustments. The amount recorded on our condensed consolidated balance sheet for CAH of $117 million as of November 30, 2015 reflects the expected net proceeds, including agreed-upon purchase price adjustments and estimated selling costs, from the completion of the CAH sales transaction.


We expect to complete the transaction during the second half of calendar year 2016, subject to the satisfaction or waiver of various closing conditions under the Purchase Agreement, including, among other things, the receipt of required communications regulatory approvals in the United States, United States Virgin Islands, British Virgin Islands and St. Maarten, the expiration or termination of applicable waiting periods under applicable competition laws, and the absence of a material adverse effect or material adverse regulatory event.


Non-Interest Expense


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


We recorded non-interest expense of $20 million and $18 million for the three months ended November 30, 2015 and 2014 , respectively, and non-interest expense of $43 million and $37 million for the six months ended November 30, 2015 and 2014 , respectively. The increase for the current year periods over the same prior-year periods was primarily attributable to an increase in salaries and employee benefit expense, costs related to system infrastructure enhancements and higher legal fees.


Net Income (Loss) Attributable to Noncontrolling Interests


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


We recorded a net loss attributable to noncontrolling interests of less than $1 million for the three months ended November 30, 2015 and 2014 , and a net loss of less than $1 million and a net gain of less than $1 million for the six months ended November 30, 2015 and 2014 , respectively.

CONSOLIDATED BALANCE SHEET ANALYSIS


Total assets of $23,851 million as of November 30, 2015 increased by $1,005 million , or 4% , from May 31, 2015 , primarily due to growth in our loan portfolio. Total liabilities of $22,957 million as of November 30, 2015 increased by $1,023 million , or 5% , from May 31, 2015 , primarily due to debt issuances to fund our loan portfolio growth. Total equity decreased by $18 million to $894 million as of November 30, 2015 . The decrease in total equity was primarily attributable to the patronage capital retirement of $39 million in September 2015, which was partially offset by our net income of $19 million for the six months ended November 30, 2015 .

Following is a discussion of changes in the major components of our assets and liabilities during the six months ended November 30, 2015 . Period-end balance sheet amounts may vary from average balance sheet amounts due to liquidity and balance sheet management activities that are intended to manage liquidity requirements for the company and our customers and our market risk exposure in accordance with our risk appetite.



14



Loan Portfolio


We offer long-term fixed- and variable-rate loans and line of credit variable-rate loans. Borrowers may choose a fixed or variable interest rate for periods of one to 35 years. When a selected fixed-rate term expires, the borrower may select either another fixed-rate term or a variable rate or elect to repay the loan in full. We also offer a conversion option to members with long-term loan agreements, which allows borrowers to change the rate and term prior to the repricing date. Borrowers are generally charged a conversion fee when converting from a fixed to a variable rate, or a fixed rate to another fixed rate.


Table 6 summarizes total loans outstanding, by type and by member class, as of November 30, 2015 and May 31, 2015 .


Table 6 : Loans Outstanding by Type and Member Class

November 30, 2015

May 31, 2015

Increase/

(Dollars in thousands)

Amount

% of Total

Amount

% of Total

(Decrease)

Loans by type:

Long-term loans:

Long-term fixed-rate loans

$

20,601,694


91

%

$

19,543,274


91

%

$

1,058,420


Long-term variable-rate loans

712,955


3


698,495


3


14,460


Loans guaranteed by RUS

176,425


1


179,241


1


(2,816

)

Total long-term loans

21,491,074


95


20,421,010


95


1,070,064


Line of credit loans

1,172,574


5


1,038,210


5


134,364


Total loans outstanding (1)

$

22,663,648


100

%

$

21,459,220


100

%

$

1,204,428


Loans by member class:

CFC:

Distribution

$

17,153,380


76

%

$

16,095,043


75

%

$

1,058,337


Power supply

4,380,665


19


4,181,481


20


199,184


Statewide and associate

60,061


-


65,466


-


(5,405

)

CFC

21,594,106


95


20,341,990


95


1,252,116


RTFC

364,739


2


385,709


2


(20,970

)

NCSC

704,803


3


731,521


3


(26,718

)

Total loans outstanding (1)

$

22,663,648


100

%

$

21,459,220


100

%

$

1,204,428


____________________________

(1) Total loans outstanding represents the outstanding unpaid principal balance of loans. Unamortized deferred loan origination costs, which totaled $10 million as of November 30, 2015 and May 31, 2015 , are excluded from total loans outstanding. These costs are, however, included in loans to members reported on the condensed consolidated balance sheets.


Total loans outstanding of $22,664 million as of November 30, 2015 increased by $1,204 million , or 6% , from May 31, 2015 . The increase was primarily due to an increase in CFC distribution and power supply loans of $1,058 million and $199 million , respectively, which was attributable to members refinancing with us loans made by other lenders and member advances for capital investments. This increase was partially offset by a decrease in NCSC loans of $27 million and a decrease in RTFC loans of $21 million .


Table 7 compares the historical retention rate for long-term fixed-rate loans that repriced during the six months ended November 30, 2015 , with the historical retention rate for loans that repriced during the fiscal year ended May 31, 2015 . Table 7 also displays the percentage of borrowers that selected either another fixed-rate term or a variable rate. The retention rate is calculated based on the election made by the borrower at the repricing date.







15



Table 7 : Historical Retention Rate and Repricing Selection

Six Months Ended November 30, 2015

Year Ended May 31, 2015

(Dollars in thousands)

Amount

%

Amount

%

Loans retained:

Long-term fixed rate selected

$

480,988


94

%

$

991,279


81

%

Long-term variable rate selected

22,399


5


154,946


13


Loans repriced and sold by CFC

-


-


3,904


-


Total loans retained

503,387


99


1,150,129


94


Total loans repaid

6,849


1


76,380


6


Total loans repriced

$

510,236


100

%

$

1,226,509


100

%



Debt


Table 8 displays the composition of our debt outstanding, by debt product type, by interest rate type and by original contractual maturity, as of November 30, 2015 and May 31, 2015 .


Table 8 : Total Debt Outstanding

(Dollars in thousands)

November 30, 2015

May 31, 2015

Increase/
(Decrease)

Debt product type:

Commercial paper sold through dealers, net of discounts

$

1,020,287


$

984,954


$

35,333


Commercial paper sold directly to members, at par

759,815


736,162


23,653


Select notes

809,298


671,635


137,663


Daily liquidity fund notes

740,142


509,131


231,011


Collateral trust bonds

6,850,660


6,755,067


95,593


Guaranteed Underwriter Program notes payable to FFB

4,643,790


4,406,465


237,325


Farmer Mac notes payable

2,072,040


1,910,688


161,352


Medium-term notes

3,458,237


3,352,023


106,214


Other notes payable (3)

46,557


46,423


134


Subordinated deferrable debt

395,736


395,699


37


Membership certificates

629,977


645,035


(15,058

)

Loan and guarantee certificates

629,589


640,889


(11,300

)

Member capital securities

219,996


219,496


500


Total debt outstanding

$

22,276,124


$

21,273,667


$

1,002,457


Interest rate type:

Fixed-rate debt (1)

82

%

81

%



Variable-rate debt (2)

18


19


Total

100

%

100

%

Original contractual maturity:

Long-term debt

84

%

85

%

Short-term debt

16


15


Total

100

%

100

%

____________________________

(1) Includes variable-rate debt that has been swapped to a fixed rate net of any fixed-rate debt that has been swapped to a variable rate.

(2) Includes fixed-rate debt that has been swapped to a variable rate net of any variable-rate debt that has been swapped to a fixed rate. Also includes commercial paper notes, which generally have maturities of less than 90 days. The interest rate on commercial paper notes does not change once the note has been issued; however, the rates on new commercial paper notes change daily.


16



(3) Other notes payable includes unsecured and secured Clean Renewable Energy Bonds. We are required to pledge eligible mortgage notes from distribution and power supply system borrowers in an amount at least equal to the outstanding principal amount under the Clean Renewable Energy Bonds Series 2009A note purchase agreement. The remaining other notes payable relate to unsecured notes payable issued by NCSC.


Total debt outstanding of $22,276 million as of November 30, 2015 increased by $1,002 million , or 5% , from May 31, 2015 , primarily due to debt issuances to fund our loan portfolio growth. The increase was primarily attributable to an advance of $180 million under the note purchase agreement with the Farmer Mac, an advance of $250 million under the Guaranteed Underwriter Program of the USDA and the issuance of $350 million aggregate principal amount of 2.30% collateral trust bonds due 2020 and $400 million aggregate principal amount of 3.25% collateral trust bonds due 2025. Significant financing-related developments during the six months ended November 30, 2015 are summarized below.


On July 7, 2015, we received an advance of $180 million under the revolving note purchase agreement with Farmer Mac.


On July 31, 2015, we received an advance of $250 million with a 20-year final maturity under the Guaranteed Underwriter Program of the USDA.


On July 31, 2015, we executed a new three-year $300 million revolving note purchase agreement with Farmer Mac to provide us additional funding flexibility.


On October 27, 2015, we issued $350 million aggregate principal amount of 2.30% collateral trust bonds due 2020, and $400 million aggregate principal amount of 3.25% collateral trust bonds due 2025.


On November 19, 2015, we amended and extended our revolving credit agreements, which reduced the total commitment from third parties to $3,310 million as of November 30, 2015, from $3,420 million as of May 31, 2015. Prior to this amendment, NCSC assumed $155 million in commitments from one of the banks, which was reduced to $110 million as part of amendment. Although the total commitment amount under our new revolving credit agreements is unchanged from the previous total of $3,420 million, NCSC's commitment amount is excluded from the commitment amount from third parties of $3,310 million because NCSC receives all of its funding from CFC and NCSC's financial results are consolidated with CFC. See "Liquidity Risk" for additional information.


Pledging of Loans and Loans on Deposit


We are required to pledge collateral equal to at least 100% of the outstanding balance of debt issued under our collateral trust bond indentures and note purchase agreements with Farmer Mac. In addition, we are required to maintain collateral on deposit equal to at least 100% of the outstanding balance of debt to the FFB under the Guaranteed Underwriter Program of the USDA, which supports the Rural Economic Development Loan and Grant program, for which distribution and power supply loans may be deposited. Table 9 summarizes the amount of notes pledged or on deposit as collateral as a percentage of the related debt outstanding under the debt agreements noted above as of November 30, 2015 and May 31, 2015 .


Table 9 : Collateral Pledged or on Deposit

Requirement/Limit

Actual

Debt Agreement

Debt Indenture

Minimum

Revolving Credit Agreements

Maximum

November 30, 2015

May 31, 2015

Collateral trust bonds 1994 indenture

100

%

150

%

109

%

106

%

Collateral trust bonds 2007 indenture

100


150


118


108


Farmer Mac

100


150


113


113


Clean Renewable Energy Bonds Series 2009A

100


150


110


117


FFB Notes (1) (2)

100


150


118


112


____________________________

(1) Represents collateral on deposit as a percentage of the related debt outstanding.

(2) All pledge agreements previously entered into with RUS and U.S. Bank National Association were consolidated into one amended, restated and consolidated pledge agreement in December 2012.



17



Table 10 summarizes the balance of loans pledged or on deposit for secured debt, the excess collateral pledged and unencumbered loans as of November 30, 2015 and May 31, 2015 .


Table 10 : Unencumbered Loans

(Dollars in thousands)

November 30, 2015

May 31, 2015

Total loans outstanding (1)

$

22,663,648


$

21,459,220


Less: Total secured debt or debt requiring collateral on deposit

(13,880,377

)

(13,386,713

)

 Excess collateral pledged or on deposit (2)

(2,305,242

)

(1,351,255

)

Unencumbered loans

$

6,478,029


$

6,721,252


Unencumbered loans as a percentage of total loans

29

%

31

%

____________________________

(1) Excludes unamortized deferred loan origination costs of $10 million as of November 30, 2015 and May 31, 2015 .

(2) Excludes cash collateral pledged to secure debt. Unless and until there is an event of default, we can withdraw excess collateral as long as there is 100% coverage of the secured debt. If there is an event of default under most of our indentures, we can only withdraw this excess collateral if we substitute cash or permitted investments of equal value.


See "Note 3-Loans and Commitments-Pledging of Loans and Loans on Deposit" for additional information related to collateral.


Equity


Total equity of $894 million as of November 30, 2015 decreased by $18 million from May 31, 2015 . The decrease was primarily attributable to the board authorized patronage capital retirement of $39 million , which was partially offset by our net income of $19 million for the six months ended November 30, 2015 .


In July 2015, the CFC Board of Directors authorized additional allocations of fiscal year 2015 net earnings that included $1 million to the Cooperative Educational Fund, $16 million to the members' capital reserve and $78 million to members in the form of patronage capital. In July 2015, the CFC Board of Directors also authorized the retirement of allocated net earnings totaling $39 million , which represented 50% of the fiscal year 2015 allocation. This amount was returned to members in cash in September 2015.


Future allocations and retirements of net earnings may be made annually as determined by the CFC Board of Directors taking into consideration CFC's financial condition. The CFC Board of Directors has the authority to change the current practice for allocating and retiring net earnings at any time, subject to applicable cooperative law.


The amount of patronage capital allocated each year by CFC's Board of Directors is based on non-GAAP adjusted net income, which excludes the impact of derivative forward value gains (losses). See "Non-GAAP Financial Measures" for information on adjusted net income.


Debt Ratio Analysis


Leverage Ratio


The leverage ratio is calculated by dividing the sum of total liabilities and guarantees outstanding by total equity. Based on this formula, the leverage ratio was 26.77 -to-1 as of November 30, 2015 , an increase from 25.14 -to-1 as of May 31, 2015 . The increase in the leverage ratio was due to the increase of $1,023 million in total liabilities and the decrease of $18 million in total equity, partially offset by the decrease of $25 million in total guarantees.


For covenant compliance under our revolving credit agreements and for internal management purposes, the leverage ratio calculation is adjusted to exclude derivative liabilities, debt used to fund loans guaranteed by RUS, subordinated deferrable debt and subordinated certificates from liabilities; uses members' equity rather than total equity; and adds subordinated deferrable debt and subordinated certificates to calculate adjusted equity.



18



The adjusted leverage ratio was 6.84 -to-1 and 6.58 -to-1 as of November 30, 2015 and May 31, 2015 , respectively. The increase in the adjusted leverage ratio was due to the increase of $1,015 million in adjusted liabilities, partially offset by the increase of $27 million in adjusted equity and by the decrease of $25 million in guarantees as discussed under "Off-Balance Sheet Arrangements." See "Non-GAAP Financial Measures" for further explanation and a reconciliation of the adjustments we make to our leverage ratio calculation to derive the adjusted leverage ratio.


Debt-to-Equity Ratio


The debt-to-equity ratio is calculated by dividing the sum of total liabilities outstanding by total equity. The debt-to-equity ratio was 25.69 -to-1 as of November 30, 2015 , an increase from 24.06 -to-1 as of May 31, 2015 . The increase in the debt-to-equity ratio is due to the increase of $1,023 million in total liabilities and the decrease of $18 million in total equity.


We adjust the components of the debt-to-equity ratio to calculate an adjusted debt-to-equity ratio that is used for internal management analysis purposes. The adjusted debt-to-equity ratio was 6.53 -to-1 as of November 30, 2015 , compared with 6.26 -to-1 as of May 31, 2015 . The increase in the adjusted debt-to-equity ratio was due to the increase of $1,015 million in adjusted liabilities, partially offset by the increase of $27 million in adjusted equity. See "Non-GAAP Financial Measures" for further explanation and a reconciliation of the adjustments made to the debt-to-equity ratio calculation to derive the adjusted debt-to-equity ratio.

OFF-BALANCE SHEET ARRANGEMENTS


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


Guarantees


We provide guarantees for certain contractual obligations of our members to assist them in obtaining various forms of financing. We use the same credit policies and monitoring procedures in providing guarantees as we do for loans and commitments. If a member defaults on its obligation, we are obligated to pay required amounts pursuant to our guarantees. Meeting our guarantee obligations satisfies the underlying obligation of our member systems and prevents the exercise of remedies by the guarantee beneficiary based upon a payment default by a member. In general, the member is required to repay any amount advanced by us with interest, pursuant to the documents evidencing the member's reimbursement obligation.


19




Table 11 shows our guarantees outstanding, by guarantee type and by company, as of November 30, 2015 and May 31, 2015 .


Table 11 : Guarantees Outstanding

(Dollars in thousands)

November 30, 2015

May 31, 2015

Increase/

(Decrease)

Guarantee type:

Long-term tax-exempt bonds

$

483,730


$

489,520


$

(5,790

)

Letters of credit

363,441


382,233


(18,792

)

Other guarantees

114,079


114,747


(668

)

Total

$

961,250


$

986,500


$

(25,250

)

Company:


CFC

$

920,993


$

952,875


$

(31,882

)

RTFC

1,574


1,574


-


NCSC

38,683


32,051


6,632


Total

$

961,250


$

986,500


$

(25,250

)


In addition to the letters of credit listed in the above table, we had master letter of credit facilities in place as of November 30, 2015 , under which we may be required to issue up to an additional $85 million in letters of credit to third parties for the benefit of our members. All of our master letter of credit facilities as of November 30, 2015 were subject to material adverse change clauses at the time of issuance. Prior to issuing a letter of credit under these facilities, we would confirm that there has been no material adverse change in the business or condition, financial or otherwise, of the borrower since the time the loan was approved and confirm that the borrower is currently in compliance with the letter of credit terms and conditions.


In addition to the guarantees described above, we were the liquidity provider for variable-rate, tax-exempt bonds, issued for our member cooperatives, totaling $489 million as of November 30, 2015 . As liquidity provider on these tax-exempt bonds, we may be required to purchase bonds that are tendered or put by investors. Investors provide notice to the remarketing agent that they will tender or put a certain amount of bonds at the next interest rate reset date. If the remarketing agent is unable to sell such bonds to other investors by the next interest rate reset date, we have unconditionally agreed to purchase such bonds. Our obligation as liquidity provider is in the form of a letter of credit on $76 million of the tax-exempt bonds, which is included in the letters of credit amount in Table 11 . We were not required to perform as liquidity provider pursuant to these obligations during the six months ended November 30, 2015 . In addition to being a liquidity provider, we also provided a guarantee for payment of all principal and interest amounts on $413 million of these bonds as of November 30, 2015 , which is included in long-term tax-exempt bond guarantees in Table 11 .


Of our total guarantee amounts, 64% and 56% as of November 30, 2015 and May 31, 2015 , respectively, were secured by a mortgage lien on substantially all of the system's assets and future revenue of the borrowers.


The decrease in total guarantees during the six months ended November 30, 2015 was primarily due to a decrease in the total amount of letters of credit outstanding. We recorded a guarantee liability of $19 million and $20 million respectively, as of November 30, 2015 and May 31, 2015 , related to the contingent and non-contingent exposures for guarantee and liquidity obligations associated with our members' debt.


Table 12 summarizes our off-balance sheet obligations as of November 30, 2015 , and maturity of amounts during each of the next five fiscal years and thereafter.


20



Table 12 : Maturities of Guarantee Obligations

 Outstanding
Balance

Maturities of Guaranteed Obligations

(Dollars in thousands)

2016

2017

2018

2019

2020

Thereafter

Guarantees

$

961,250


$

95,478


$

117,785


$

215,525


$

17,923


$

61,210


$

453,329



See "Note 10-Guarantees" for additional information.


Unadvanced Loan Commitments


Unadvanced commitments represent approved and executed loan contracts for which funds have not been advanced to borrowers. The table below displays the amount of unadvanced loan commitments, which consist of line of credit and long-term loan commitments, as of November 30, 2015 and May 31, 2015 . Our line of credit commitments include both contracts that are not subject to material adverse change clauses and contracts that are subject to material adverse change clauses.


Table 13 : Unadvanced Loan Commitments

(Dollars in thousands)

November 30, 2015

% of Total

May 31, 2015

% of Total

Line of credit commitments:

Not conditional (1)

$

2,643,810


19

%

$

2,764,968


20

%

Conditional (2)

6,638,428


47


6,529,159


46


Total line of credit unadvanced commitments

9,282,238



66


9,294,127


66


Total long-term loan unadvanced commitments

4,762,678



34


4,835,623


34


Total

$

14,044,916



100

%

$

14,129,750


100

%

____________________________

(1) Represents amount related to facilities that are not subject to material adverse change clauses.

(2) Represents amount related to facilities that are subject to material adverse change clauses.


For contracts not subject to a material adverse change clause, we are generally required to advance amounts on the committed facilities as long as the borrower is in compliance with the terms and conditions of the facility. As displayed in Table 13 , unadvanced line of credit commitments not subject to material adverse change clauses at the time of each advance totaled $2,644 million and $2,765 million as of November 30, 2015 and May 31, 2015 , respectively. We record a liability for credit losses on our condensed consolidated balance sheets for unadvanced commitments related to facilities that are not subject to a material adverse change clause because we do not consider these commitments to be conditional. Table 14 summarizes the available balance under committed lines of credit that are not subject to a material adverse change clause as of November 30, 2015 , and the maturity of available amounts during each of the next five fiscal years and thereafter.


Table 14 : Notional Maturities of Unconditional Committed Lines of Credit

Available

Balance

Notional Maturities of Unconditional Committed Lines of Credit

(Dollars in thousands)

2016

2017

2018

2019

2020

Thereafter

Committed lines of credit

$

2,643,810


$

61,000


$

199,257


$

727,065


$

854,128


$

605,110


$

197,250



For contracts subject to a material adverse change clause, the advance of additional amounts is conditional. Prior to making an advance on these facilities, we confirm that there have been no material adverse changes in the business or condition, financial or otherwise, of the borrower since the time the loan was approved and confirm that the borrower is currently in compliance with the loan terms and conditions. The substantial majority of our line of credit commitments relate to contracts that include material adverse change clauses. Unadvanced commitments that are subject to a material adverse change clause are classified as contingent liabilities. We do not record a reserve for credit losses on our condensed consolidated balance sheets for these commitments, nor do we include them in our off-balance sheet guarantee amounts in Table 11 above because we consider them to be conditional.



21



Table 15 summarizes the available balance under unadvanced commitments as of November 30, 2015 and the related maturities by fiscal year and thereafter by loan type:


Table 15 : Notional Maturities of Unadvanced Loan Commitments

Available

Balance

Notional Maturities of Unadvanced Commitments

(Dollars in thousands)

2016

2017

2018

2019

2020

Thereafter

Line of credit loans

$

9,282,238


$

506,565


$

5,261,366


$

1,152,930


$

1,074,118


$

776,995


$

510,264


Long-term loans

4,762,678


277,585


1,144,251


784,664


1,061,634


1,006,845


487,699


Total

$

14,044,916


$

784,150


$

6,405,617


$

1,937,594


$

2,135,752


$

1,783,840


$

997,963



Line of credit commitments are generally revolving facilities for periods that do not exceed five years. Historically, borrowers have not fully drawn the commitment amounts for line of credit loans, and the utilization rates have been low regardless of whether a material adverse change clause provision exists at the time of advance. Also, borrowers historically have not fully drawn the commitments related to long-term loans, and borrowings have generally been advanced in multiple transactions over an extended period of time. We believe these conditions are likely to continue because of the nature of the business of our electric cooperative borrowers and the terms of our loan commitments. See "MD&A-Off-Balance Sheet Arrangements" in our 2015 Form 10-K for additional information.

RISK MANAGEMENT


The CFC Board of Directors is responsible for the oversight and direction of risk management, while CFC's management has primary responsibility for day-to-day management of the risks associated with CFC's business. In fulfilling its risk management oversight duties, the CFC Board of Directors receives periodic reports on business activities from executive management and from various operating groups and committees across the organization, including the Credit Risk Management group, Internal Audit group and the Corporate Compliance group, as well as the Asset Liability Committee, the Corporate Credit Committee and the Disclosure Committee. The CFC Board of Directors also reviews CFC's risk profile and management's response to those risks throughout the year at its meetings. The board of directors establishes CFC's loan policies and has established a Loan Committee of the board comprising no fewer than 10 directors that reviews the performance of the loan portfolio in accordance with those policies.


For additional information about the role of the CFC Board of Directors in risk oversight, see "Item 10. Directors, Executive Officers and Corporate Governance" in our 2015 Form 10-K for additional information.

CREDIT RISK


Credit risk is the risk of loss associated with a borrower or counterparty's failure to meet its obligations in accordance with agreed upon terms. Our loan portfolio, which represents the largest component of assets on our balance sheet, and guarantees account for the substantial majority of our credit risk exposure. We also engage in certain non-lending activities that may give rise to credit and counterparty settlement risk, including the purchase of investment securities and entering into derivative transactions to manage our interest rate risk.


Loan and Guarantee Portfolio Credit Risk


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


Security Provisions


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


22



Of our total loans outstanding, 92% were secured and 8% were unsecured as of November 30, 2015 . As of May 31, 2015 , of our total loans outstanding, 91% were secured and 9% were unsecured. Table 16 presents, by loan type and by company, the amount and percentage of secured and unsecured loans in our loan portfolio.


Table 16 : Loan Portfolio Security Profile

November 30, 2015

(Dollars in thousands)

Secured

%

Unsecured

%

Total

Loan type:

Long-term fixed-rate loans

$

19,726,095


96

%

$

875,599


4

%

$

20,601,694


Long-term variable-rate loans

639,626


90


73,329


10


712,955


Loans guaranteed by RUS

176,425


100


-


-


176,425


Line of credit loans

237,042


20


935,532


80


1,172,574


Total loans outstanding (1)

$

20,779,188


92


$

1,884,460


8


$

22,663,648


Company:

CFC

$

19,990,006


93

%

$

1,604,100


7

%

$

21,594,106


RTFC

347,623


95


17,116


5


364,739


NCSC

441,559


63


263,244


37


704,803


Total loans outstanding (1)

$

20,779,188


92


$

1,884,460


8


$

22,663,648



May 31, 2015

(Dollars in thousands)

Secured

%

Unsecured

%

Total

Loan type:

Long-term fixed-rate loans

$

18,526,068


95

%

$

1,017,206


5

%

$

19,543,274


Long-term variable-rate loans

628,115


90


70,380


10


698,495


Loans guaranteed by RUS

179,241


100


-


-


179,241


Line of credit loans

107,781


10


930,429


90


1,038,210


Total loans outstanding (1)

$

19,441,205


91


$

2,018,015


9


$

21,459,220


Company:

CFC

$

18,635,818


92

%

$

1,706,172


8

%

$

20,341,990


RTFC

370,924


96


14,785


4


385,709


NCSC

434,463


59


297,058


41


731,521


Total loans outstanding (1)

$

19,441,205


91


$

2,018,015


9


$

21,459,220


____________________________

(1) Excludes deferred loan origination costs of $10 million as of November 30, 2015 and May 31, 2015 .


As part of our strategy to manage our credit risk exposure, we entered into a long-term standby purchase commitment agreement with Farmer Mac on August 31, 2015. Under this agreement, we may designate certain loans, as approved by Farmer Mac, and in the event any such loan later goes into material default for at least 90 days, upon request by us, Farmer Mac must purchase such loan at par value. We have designated, and Farmer Mac has approved an initial tranche of loans with an aggregate outstanding principal balance of $520 million as of August 31, 2015, which were reduced by subsequent loan principal payments to $515 million as of November 30, 2015 .


Loan Concentration


We serve electric and telecommunications members throughout the United States and its territories, including 49 states, the District of Columbia, American Samoa and Guam. The largest concentration of loans to borrowers in any one state


23



represented approximately 14% and 15%, respectively, of total loans outstanding as of November 30, 2015 and May 31, 2015 .


The largest total outstanding exposure to a single borrower or controlled group represented approximately 2% of total loans and guarantees outstanding as of November 30, 2015 and May 31, 2015 . The 20 largest borrowers consisted of 12 distribution systems and 8 power supply systems as of November 30, 2015 and May 31, 2015 . Table 17 displays the outstanding exposure of the 20 largest borrowers, by exposure type and by company, as of November 30, 2015 and May 31, 2015 .


Table 17 : Credit Exposure to 20 Largest Borrowers

November 30, 2015

May 31, 2015

Increase/

(Decrease)

(Dollars in thousands)

Amount

% of Total

Amount

% of Total

By exposure type:

Loans

$

5,282,738


23

%

$

5,478,977


24

%

$

(196,239

)

Guarantees

533,459


2


374,189


2


159,270


Total exposure to 20 largest borrowers

$

5,816,197


25

%

$

5,853,166


26

%

$

(36,969

)

By company:

CFC

$

5,801,338


25

%

$

5,837,463


26

%

$

(36,125

)

NCSC

14,859


-


15,703


-


(844

)

Total exposure to 20 largest borrowers

$

5,816,197


25

%

$

5,853,166


26

%

$

(36,969

)


Credit Performance


As part of our credit risk management process, we monitor and evaluate each borrower and loan in our loan portfolio and assign numeric internal risk ratings based on quantitative and qualitative assessments. Our ratings are aligned to regulatory definitions of pass and criticized categories with criticized divided between special mention, substandard and doubtful. Internal risk rating and payment status trends are indicators, among others, of the level of credit risk in our loan portfolio. As displayed in "Note 3-Loans and Commitments," less than 1% of the loans in our portfolio were classified as criticized as of November 30, 2015 and May 31, 2015 . Below we provide information on certain additional credit quality indicators, including modified loans classified as troubled debt restructurings ("TDRs") and nonperforming loans.


Troubled Debt Restructurings


We actively monitor underperforming loans and, from time to time, attempt to work with borrowers to manage such exposures through loan workouts or modifications that better align with the borrower's current ability to pay. Modified loans in which we grant one or more concessions to a borrower experiencing financial difficulty are accounted for and reported as a TDR. Loans modified in a TDR are generally initially placed on nonaccrual status, although in many cases such loans were already on nonaccrual status prior to modification. These loans may be returned to performing status and the accrual of interest resumed if the borrower performs under the modified terms for an extended period of time, and we expect the borrower to continue to perform in accordance with the modified terms. In certain limited circumstances in which a modified loan is current at the modification date, the loan is not placed on nonaccrual status at the time of modification. We had modified loans, all of which met the definition of a TDR, totaling $10 million and $12 million as of November 30, 2015 and May 31, 2015 , respectively. Table 18 presents TDR loans as of November 30, 2015 and May 31, 2015 . These loans were considered individually impaired as of the end of each period presented.


24




Table 18 : TDR Loans

November 30, 2015

May 31, 2015

(Dollars in thousands)

Amount

% of Total Loans

Amount

% of Total Loans

TDR loans:

CFC/Distribution

$

6,716


0.03

%

$

7,221


0.03

%

NCSC

-


-


294


-


RTFC

3,515


0.02


4,221


0.02


Total TDR loans

$

10,231


0.05

%

$

11,736


0.05

%

TDR loans performance status:

Performing TDR loans

$

6,716


0.03

%

$

11,736


0.05

%

Nonperforming TDR loans

3,515


0.02


-


-


Total TDR loans

$

10,231


0.05

%

$

11,736


0.05

%

Nonperforming Loans


In addition to nonperforming TDR loans, we also have nonperforming loans that have not been modified and classified as a TDR. We classify such loans as nonperforming at the earlier of the date when we determine: (i) interest or principal payments on the loan is past due 90 days or more; (ii) as a result of court proceedings, the collection of interest or principal payments based on the original contractual terms is not expected; or (iii) the full and timely collection of interest or principal is otherwise uncertain. Once a loan is classified as nonperforming, we generally place the loan on nonaccrual status. Interest accrued but not collected at the date a loan is classified as nonperforming is reversed against earnings.


Table 19 below presents nonperforming loans as of November 30, 2015 and May 31, 2015 .


Table 19 : Nonperforming Loans

November 30, 2015

May 31, 2015

(Dollars in thousands)

Amount

% of Total Loans

Amount

% of Total Loans

Nonperforming loans: (1)

RTFC

$

10,529


0.05

%

$

-


-

%

Total

$

10,529


0.05

%

$

-


-

%

____________________________

(1) Foregone interest on nonperforming loans, including nonperforming TDR loans presented above in Table 18, was less than $1 million for the three and six months ended November 30, 2015 and 2014 .


We provide additional information on the credit quality of our loan portfolio in "Note 3-Loans and Commitments."


Allowance for Loan Losses


The allowance for loan losses is determined based upon evaluation of the loan portfolio, past loss experience, specific problem loans, economic conditions and other pertinent factors that, in management's judgment, could affect the risk of loss in the loan portfolio. We review and adjust the allowance quarterly to cover estimated probable losses in the portfolio. All loans are written off in the period that it becomes evident that collectability is highly unlikely; however, our efforts to recover all charged-off amounts may continue. Management believes the allowance for loan losses is appropriate to cover estimated probable portfolio losses.


Table 20 summarizes activity in the allowance for loan losses for the three and six months ended November 30, 2015 and a comparison of the allowance by company as of November 30, 2015 and May 31, 2015 .


25




Table 20 : Allowance for Loan Losses

Three Months Ended November 30, 2015

Six Months Ended November 30, 2015

Beginning balance

$

38,307


$

33,690


Provision for loan losses

1,240


5,802


Net recoveries

53


108


Ending balance

$

39,600


$

39,600


`

November 30, 2015

May 31, 2015

Allowance for loan losses by company:

  CFC

$

27,700


$

23,716


  RTFC

5,918


4,533


  NCSC

5,982


5,441


Total

$

39,600


$

33,690


Allowance coverage ratios:

Percentage of total loans outstanding

0.17

%

0.16

%

Percentage of total performing TDR loans outstanding

589.64


287.07


Percentage of total nonperforming TDR loans outstanding

1,126.60


-


Percentage of total nonperforming loans outstanding

376.10


-


Percentage of loans on nonaccrual status

281.97


287.07



Our allowance for loan losses increased by $6 million during the six months ended November 30, 2015 to $40 million as of November 30, 2015 . The increase reflected an overall increase in loan balances and a slight deterioration in the credit quality and overall credit risk profile of our loan portfolio. Specifically, certain loans experienced negative migration through our internal risk rating process.


We consider a loan to be individually impaired when, based on an assessment of the borrower's financial condition and the adequacy of collateral, if any, it is probable that we will be unable to collect all amounts due in accordance with the original contractual terms of the loan. Individually impaired loans are subject to the specific allowance methodology. A loan that has been modified in a TDR is generally considered to be individually impaired until it matures, is repaid, or is otherwise liquidated, regardless of whether the borrower performs under the modified terms. On a quarterly basis, we review all restructured and nonperforming loans, as well as certain additional loans selected based on known facts and circumstances, to evaluate whether the loans are impaired and if there have been changes in the status of previously identified impaired loans. We calculate impairment for loans identified as individually impaired based on the fair value of the underlying collateral securing the loan for collateral-dependent loans or based on the expected future cash flows for loans that are not collateral dependent. As events related to the borrower take place and economic conditions and our assumptions change, the impairment calculations may change. Our individually impaired loans totaled $21 million and $12 million as of

November 30, 2015 and May 31, 2015 , respectively, and the specific allowance related to these loans totaled $4 million and $0.4 million , respectively.


See "Results of Operations-Provision for Loan Losses" and "Note 3-Loans and Commitments" for additional information on our allowance for loan losses. We discuss our allowance methodology in "Note 1-Summary of Significant Accounting Policies" in our 2015 Form 10-K.



26



Counterparty Credit Risk


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


Our derivative counterparties must be participants in one of our revolving credit agreements. We manage our derivate credit exposure through master netting arrangements and by diversifying our derivative transactions with multiple counterparties.

Our largest single counterparty exposure, based on the outstanding notional amount, represented approximately 17% and 19% of our total outstanding notional amount of derivatives as of November 30, 2015 and May 31, 2015 , respectively. Our derivative counterparties had credit ratings ranging from Aa2 to Baa3 by Moody's Investors Service ("Moody's") and from AA- to BBB+ by Standard & Poor's Ratings Services ("S&P").


Rating Triggers for Derivatives


The majority of our interest rate swap agreements have credit risk-related contingent features referred to as rating triggers. Under these rating triggers, if the credit rating for either counterparty falls to the level specified in the agreement, the other counterparty may, but is not obligated to, terminate the agreement .


We regularly evaluate the overall credit worthiness of our counterparties. Table 21 displays the notional amounts of our derivative contracts with rating triggers as of November 30, 2015 and the payments that would be required if the contracts were terminated as of that date because of a downgrade of our unsecured credit ratings or the counterparty's unsecured credit ratings to or below Baa1/BBB+, Baa3/BBB- or Ba2/BB+ by Moody's or S&P, respectively. In calculating the payment amounts that would be required upon termination of the derivative contracts, we assumed that the amounts for each counterparty would be netted in accordance with the provisions of the master netting agreements for each counterparty. The net payment amounts are based on the fair value of the underlying derivative instrument, excluding the credit risk valuation adjustment, plus any unpaid accrued interest amounts.


Table 21 : Rating Triggers for Derivatives

(Dollars in thousands)

Notional

Amount

Payable Due From CFC

Receivable Due to CFC

Net (Payable)/Receivable

Mutual rating trigger if ratings:

Falls below Baa1/BBB+

$

5,629,362


$

(218,630

)

$

-


$

(218,630

)

Falls to or below Baa3/BBB-

1,696,699


(33,362

)

-


(33,362

)

Falls below Baa3/BBB-

572,011


(26,702

)

-


(26,702

)

Falls to or below Ba2/BB+ (1)

102,009


(335

)

-


(335

)

Total

$

8,000,081


$

(279,029

)

$

-


$

(279,029

)

____________________________

(1) Rating trigger for counterparty falls to or below Ba2/BB+, while rating trigger for CFC falls to or below Baa2/BBB by Moody's or S&P, respectively.


The aggregate amount, including the credit risk valuation adjustment, of all interest rate swaps with rating triggers that were in a net liability position was $283 million as of November 30, 2015 . There were no interest rate swaps with rating triggers that were in a net asset position as of November 30, 2015 . There were no counterparties that fell below the rating trigger levels in our interest swap contracts as of November 30, 2015 . If a counterparty has a rating that falls below the rating trigger level specified in the interest swap contract, we have the option to terminate all interest rate swaps with the counterparty. However, we generally do not terminate such agreements early because our interest rate swaps are critical to our matched funding strategy.


For additional information about the risks related to our business, see "Item 1A. Risk Factors" in our 2015 Form 10-K.


27



LIQUIDITY RISK


We face liquidity risk in funding our loan portfolio and refinancing our maturing obligations. Our Asset Liability Committee monitors liquidity risk by establishing and monitoring liquidity targets, as well as strategies and tactics to meet those targets, and ensuring that sufficient liquidity is available for unanticipated contingencies. We manage our rollover risk by maintaining liquidity reserves. Table 22 below presents a comparison of the composition of our liquidity reserves as of November 30, 2015 and May 31, 2015 .


Table 22 : Liquidity Reserve Access

(Dollars in millions)

November 30, 2015

May 31, 2015

Cash and time deposits

$

583


$

734


Committed revolving line of credit agreements with banks

3,309


3,419


Committed loan facilities from the FFB

500


750


Revolving note purchase agreement with Farmer Mac dated July 31, 2015

300


-


Revolving note purchase agreement with Farmer Mac dated March 24, 2011 (1)

2,428


2,589


Liquidity reserve access

$

7,120


$

7,492


____________________________

(1) Availability subject to market conditions.


Under the terms of the revolving note purchase agreement with Farmer Mac dated July 31, 2015, we can borrow up to $300 million at any time through July 31, 2018. This agreement with Farmer Mac is a revolving credit facility that allows us to borrow, repay and re-borrow funds at any time through maturity or from time to time, provided that the principal amount at any time outstanding is not more than the total available under the agreement.


Under the terms of the revolving note purchase agreement with Farmer Mac dated March 24, 2011, we can borrow up to $4,500 million at any time through January 11, 2020, and thereafter automatically extend the agreement on each anniversary date of the closing for an additional year, unless prior to any such anniversary date, Farmer Mac provides CFC with a notice that the draw period would not be extended beyond the remaining term. The agreement with Farmer Mac is a revolving credit facility that allows us to borrow, repay and re-borrow funds at any time through maturity or from time to time as market conditions permit, provided that the principal amount at any time outstanding is not more than the total available under the agreement.


We use our bank revolving lines of credit primarily as backup liquidity for dealer and member commercial paper. As indicated in Table 22 above, we had $3,309 million in available revolving lines of credit with various financial institutions as of November 30, 2015 . We have been and expect to continue to be in compliance with the covenants under our revolving credit agreements; therefore, we could draw on these facilities to repay dealer or member commercial paper that cannot be rolled over in the event of market disruptions.


Commercial paper, select notes and daily liquidity fund notes, including member investments, scheduled to mature during the next 12 months totaled $3,330 million as of November 30, 2015 . We expect to continue to maintain member investments in commercial paper, select notes and daily liquidity fund notes at recent levels of approximately $2,309 million . Dealer commercial paper increased to $1,020 million as of November 30, 2015 , from $985 million as of May 31, 2015 . We intend to maintain our dealer commercial paper within a range of between $1,000 million and $1,250 million for the foreseeable future.


Long-term debt maturing in the next 12 months and medium-term notes with an original maturity of one year or less totaled $1,515 million as of November 30, 2015 . In addition to our access to the dealer and member commercial paper markets as discussed above, we believe we will be able to refinance these maturing obligations through the capital markets and private debt issuances as discussed in further detail under "Sources of Liquidity."


As discussed in further detail under "Off-Balance Sheet Arrangements," we were the liquidity provider for variable-rate tax-exempt bonds issued for our member cooperatives totaling $489 million as of November 30, 2015 . We were not required to perform as liquidity provider pursuant to these obligations during the six months ended November 30, 2015 .


28




We had letters of credit outstanding for the benefit of our members totaling $363 million as of November 30, 2015 . This amount includes $76 million of letters of credit that provide liquidity for pollution control bonds. The remaining $287 million represents obligations for which we may be required to advance funds based on various trigger events specified in the letters of credit agreements. If we are required to advance funds, the member is obligated to pay such amounts to CFC.


Below we summarize our expected near-term sources and uses of liquidity and provide a discussion of our primary sources and uses of liquidity. We also provide information on compliance with our debt covenants and collateral pledged.


Projected Near-Term Sources and Uses of Liquidity


Table 23 shows the projected sources and uses of cash by quarter through the quarter ending May 31, 2017 . In analyzing our projected liquidity position, we track key items identified in the table below. Our estimates assume that the balance of our time deposit investments will remain consistent with current levels over the next six quarters. The long-term debt maturities represent the scheduled maturities of our outstanding term debt for the period presented. The long-term loan advances represent our current best estimate of the member demand for our loans, the amount and the timing of which are subject to change. The long-term loan amortization and repayments represent the scheduled long-term loan amortization for the outstanding loans as of November 30, 2015 , as well as our current estimate for the repayment of long-term loans. The estimate of the amount and timing of long-term loan repayments is subject to change. The other loan repayments and advances in the table primarily include line of credit advances and repayments. Such amounts represent the current best estimate of activity communicated to us by our members and, as such, the amount and timing of these amounts are subject to change. We only include such estimates for the near term. We assumed the issuance of commercial paper, medium-term notes and other long-term debt, including collateral trust bonds and private placement of term debt, to maintain matched funding within our loan portfolio and to allow our revolving lines of credit to provide backup liquidity for our outstanding commercial paper. As displayed in Table 23 , we expect that estimated long-term loan advances over the next six quarters of $2,624 million will exceed expected long-term loan repayments of $1,905 million by $719 million .


Table 23 : Projected Sources and Uses of Liquidity (1)

Projected Sources of Liquidity

Projected Uses of Liquidity

(Dollars in millions)

Long-term Loan Amortization and Repayments

Other Loan Repayments

Long-term Debt Issuance

Total

Sources of

Liquidity

Long-term

 Loan Advances

Other Loan Advances

Long-term Debt Maturities (3)

Total

Uses of

Liquidity

Cumulative

Excess

Sources over Uses of Liquidity (2)

Nov15

$

583


Feb16

$

415


$

137


$

370


$

922


$

647


$

69


$

290


$

1,006


499


May16

303


-


750


1,053


369


6


668


1,043


509


Aug16

302


-


50


352


207


-


154


361


500


Nov16

289


-


400


689


280


-


403


683


506


Feb17

318


-


620


938


561


-


371


932


512


May17

278


-


1,650


1,928


560


-


1,376


1,936


504


Total

$

1,905


$

137


$

3,840


$

5,882


$

2,624


$

75


$

3,262


$

5,961


____________________________

(1) The dates presented are intended to reflect the end of each quarterly period through the quarter ending May 31, 2017 .

(2) Cumulative excess sources over uses of liquidity includes cash and time deposits.

(3) Long-term debt maturities also includes medium-term notes with an original maturity of less than one year.


The information presented above in Table 23 represents our best estimate of our funding requirements and how we expect to manage those requirements through May 31, 2017 . We expect that these estimates will change quarterly based on the factors described above.





29



Primary Sources of Liquidity


Capital Market Debt Issuance


As a well-known seasoned issuer, we have the following effective shelf registration statements on file with the SEC for the issuance of debt:

unlimited amount of collateral trust bonds until September 2016;

unlimited amount of senior and subordinated debt securities, including medium-term notes, member capital securities and subordinated deferrable debt, until November 2017; and

daily liquidity fund notes for a total of $20,000 million with a $3,000 million limitation on the aggregate principal amount outstanding at any time until April 2016.


While we register member capital securities and the daily liquidity fund with the SEC, these securities are not available for sale to the general public. Medium-term notes are available for sale to both the general public and members.


In October 2015, we issued $350 million of 2.30% collateral trust bonds due 2020 and $400 million of 3.25% collateral trust bonds due 2025.


Commercial paper issued through dealers totaled $1,020 million and represented 5% of total debt outstanding as of November 30, 2015 .


Private Debt Issuance


We have access to liquidity from private debt issuances through note purchase agreements with Farmer Mac. Under the terms of our March 2011 note purchase agreement as amended, we can borrow up to $4,500 million at any time from the date of the agreement through January 11, 2020 and such date shall automatically extend on each anniversary date of the closing for an additional year, unless prior to any such anniversary date, Farmer Mac provides CFC with a notice that the draw period will not be extended beyond the remaining term. During the six months ended November 30, 2015 , we borrowed a total of $180 million under the note purchase agreement with Farmer Mac. The agreement with Farmer Mac is a revolving credit facility that allows us to borrow, repay and re-borrow funds at any time through maturity or from time to time as market conditions permit. Each borrowing under the note purchase agreement is evidenced by a secured note setting forth the interest rate, maturity date and other related terms as we may negotiate with Farmer Mac at the time of each such borrowing. We may select a fixed rate or variable rate at the time of each advance with a maturity as determined in the applicable pricing agreement. We had up to $2,428 million available under this revolving note purchase agreement with Farmer Mac as of November 30, 2015 .


On July 31, 2015, we entered into a new revolving note purchase agreement with Farmer Mac totaling $300 million. Under the terms of the new agreement, we can borrow up to $300 million at any time through July 31, 2018. This agreement with Farmer Mac is a revolving credit facility that allows us to borrow, repay and re-borrow funds at any time through maturity or from time to time. Each borrowing under the note purchase agreement is evidenced by a secured note setting forth the maturity date and other related terms. We had up to $300 million available under this revolving note purchase agreement with Farmer Mac as of November 30, 2015 .


We also have access to unsecured notes payable under bond purchase agreements with the FFB and a bond guarantee agreement with RUS issued under the Guaranteed Underwriter Program which supports the Rural Economic Development Loan and Grant program and provides guarantees to the FFB. During the quarter ended November 30, 2015 , we borrowed $250 million under the Guaranteed Underwriter Program. As of November 30, 2015 , we had up to $500 million available under committed loan facilities from the FFB as part of this program, of which a total of $250 million is available for advance through October 15, 2016 and a total of $250 million is available for advance through October 15, 2017. On September 28, 2015, we received a commitment from RUS to guarantee a loan from the Federal Financing Bank for additional funding of $250 million as part of the Guaranteed Underwriter Program. As a result, we will have an additional $250 million available under the Guaranteed Underwriter Program with a 20-year maturity repayment period during the three-year period following the date of closing.



30



Member Loan Repayments


We expect long-term loan repayments from scheduled loan amortization and prepayments to be $1,309 million over the next 12 months.


Member Loan Interest Payments


During the six months ended November 30, 2015 , interest income on the loan portfolio was $498 million . For the past three fiscal years, interest income on the loan portfolio has averaged $948 million. As of November 30, 2015 , 92% of the total loans outstanding had a fixed rate of interest, and 8% of loans outstanding had a variable rate of interest.


Bank Revolving Credit Agreements


Our bank revolving lines of credit may be used for general corporate purposes; however, we use them primarily as backup liquidity for dealer and member commercial paper. We had $3,420 million commitments under revolving credit agreements as of November 30, 2015 and May 31, 2015 . Under our current revolving credit agreements, we have the ability to request up to $300 million of letters of credit, which would result in a reduction in the remaining available under the facilities. On November 19, 2015, we amended and restated the $1,665 million three-year and $1,645 million five-year revolving credit agreements to extend the maturity dates to November 19, 2018 and November 19, 2020, respectively, from October 28, 2017 and October 28, 2019, respectively. Commitments of $25 million under the three-year agreement will expire at the prior maturity date of October 28, 2017. Commitments of $45 million under the five-year agreement will expire at the prior maturity date of October 28, 2019. Also, as part of the amendment, the commitments from three banks were increased by $45 million.


Prior to this amendment, NCSC assumed $155 million in commitments from one of the banks, which was reduced to $110 million as part of the amendment on November 19, 2015. Although the total commitment amount under our new revolving credit agreements is unchanged from the previous total of $3,420 million, NCSC's commitment amount is excluded from the commitment amount from third parties of $3,310 million because NCSC receives all of its funding from CFC and NCSC's financial results are consolidated with CFC. The NCSC assumption of $110 million of commitments under the revolving credit agreements also reduces the total letters of credit from third parties, to $290 million.


Table 24 presents the total commitment, the net amount available for use and the outstanding letters of credit under our revolving credit agreements as of November 30, 2015 and May 31, 2015 .


Table 24 : Revolving Credit Agreements (1)

November 30, 2015

May 31, 2015

(Dollars in millions)

Total Commitment

Letters of Credit Outstanding

Net Available for Use

Total Commitment

Letters of Credit Outstanding

Net Available for Use

Maturity

Annual Facility Fee (2)

3-year agreement

$

25


$

-


$

25


$

1,720


$

-


$

1,720


October 28, 2017

7.5 bps

5-year agreement

45


-


45


1,700


1


1,699


October 28, 2019

10 bps

3-year agreement

1,640


-


1,640


-


-


-


November 19, 2018

7.5 bps

5-year agreement

1,600


1


1,599


-


-


-


November 19, 2020

10 bps

Total

$

3,310


$

1


$

3,309


$

3,420


$

1


$

3,419


____________________________

(1) Reflects amounts available from unaffiliated third parties that are not consolidated by CFC.

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


The revolving credit agreements do not contain a material adverse change clause or ratings triggers that limit the banks' obligations to fund under the terms of the agreements, but we must be in compliance with their requirements to draw down on the facilities, including financial ratios. As shown below in Table 28 , we were in compliance with all covenants and conditions under our revolving credit agreements and senior debt indentures as of November 30, 2015 .



31



Member Investments


Table 25 shows the components of our member investments included in total debt outstanding as of November 30, 2015 and May 31, 2015 .


Table 25 : Member Investments

November 30, 2015

May 31, 2015

Increase/

(Decrease)

(Dollars in thousands)

Amount

% of Total (1)

Amount

% of Total (1)

Commercial paper

$

759,815


43

%

$

736,162


43

%

$

23,653


Select notes

809,298


100


671,635


100


137,663


Daily liquidity fund notes

740,142


100


509,131


100


231,011


Medium-term notes

596,854


17


618,170


18


(21,316

)

Members' subordinated certificates

1,479,562


100


1,505,420


100


(25,858

)

Total

$

4,385,671


$

4,040,518


$

345,153


Percentage of total debt outstanding

20

%

19

%


____________________________

(1) Represents the percentage of each line item outstanding to our members.


Member investments averaged $4,205 million outstanding over the last three years. We view member investments as a more stable source of funding than capital market issuances.


Cash, Investments and Time Deposits


Cash and time deposits totaled $583 million as of November 30, 2015 . The interest rate earned on the time deposits provides an overall benefit to our net interest yield. The total balance of cash and time deposits represents an additional source of liquidity that is available to support our operations.


Cash Flows from Operations


Cash flows provided by operating activities totaled $96 million for the six months ended November 30, 2015 , compared with $103 million for the same prior-year period. Our cash flows from operating activities are driven primarily by a combination of cash flows from operations and the timing and amount of loan interest payments we received compared with interest payments we made on our debt.


Primary Uses of Liquidity


Loan Advances


Loan advances are either from new loans approved to a borrower or from the unadvanced portion of loans previously approved. Unadvanced loan commitments totaled $14,045 million as of November 30, 2015 . Of that total, $2,644 million represented unadvanced commitments related to line of credit loans that are not subject to a material adverse change clause at the time of each loan advance. As such, we would be required to advance amounts on these committed facilities as long as the borrower is in compliance with the terms and conditions of the loan. New advances under 20% of these $2,644 million committed line of credit loans would be advanced at rates determined by CFC based on our cost and, therefore, any increase in CFC's costs to obtain funding required to make the advance could be passed on to the borrower. The other 80% of committed line of credit loans represent loan syndications where the pricing is set at a spread over a market index as agreed upon by all of the participating banks and market conditions at the time of syndication. The remaining $11,401 million of unadvanced loan commitments as of November 30, 2015 were generally subject to material adverse change clauses. Prior to making an advance on these facilities, we would confirm that there has been no material adverse change in the borrower's business or condition, financial or otherwise, since the time the loan was approved and confirm that the borrower is currently in compliance with loan terms and conditions. In some cases, the borrower's access to the full amount of the facility is further constrained by use of proceeds restrictions, imposition of borrower-specific restrictions or by additional


32



conditions that must be met prior to advancing funds.


Since we generally do not charge a fee for the borrower to have an unadvanced amount on a loan facility that is subject to a material adverse change clause, our borrowers tend to request amounts in excess of their immediate estimated loan requirements. Historically, we have not experienced significant loan advances from the long-term unadvanced loan amounts that are subject to material adverse change clauses at the time of the loan advance. We have a very low historical average utilization rate on all our line of credit facilities, including committed line of credit facilities. Unadvanced commitments related to line of credit loans are typically revolving facilities for periods not to exceed five years. Long-term unadvanced commitments generally expire five years from the date of the loan agreement. These reasons, together with the other limitations on advances as described above, all contribute to our expectation that the majority of the unadvanced commitments reported will expire without being fully drawn upon and that the total commitment amount does not necessarily represent future cash funding requirements as of November 30, 2015 .


We currently expect to make long-term loan advances to our members totaling approximately $1,503 million over the next 12 months.


Principal Repayments on Long-Term Debt


Table 26 summarizes the principal amount of long-term debt, subordinated deferrable debt and members' subordinated certificates maturing by fiscal year and thereafter as of November 30, 2015 .


Table 26 : Principal Maturity of Long-Term Debt

(Dollars in thousands)

Amount

Maturing (1)

Percentage of Total

May 31, 2016

$

836,262


4

%

May 31, 2017

2,207,304


12


May 31, 2018

1,032,364


6


May 31, 2019

1,843,201


10


May 31, 2020

954,428


5


Thereafter

11,743,751


63


Total

$

18,617,310


100

%

____________________________

(1) Excludes loan subordinated certificates totaling $116 million that amortize annually based on the outstanding balance of the related loan and $0.3 million in subscribed and unissued certificates for which a payment has been received. There are many items that affect the amortization of a loan, such as loan conversions, loan repricing at the end of an interest rate term and prepayments; therefore, an amortization schedule cannot be maintained for these certificates. Over the past fiscal year, annual amortization on these certificates was $11 million. In fiscal year 2015, amortization represented 10% of amortizing loan subordinated certificates outstanding.


Interest Expense on Debt


Interest expense on debt totaled $333 million for the six months ended November 30, 2015 . Annual interest expense on debt over the past three fiscal years has averaged $661 million.


Patronage Capital Retirements


CFC has made annual retirements of allocated net earnings in 35 of the last 36 fiscal years. In July 2015, the CFC Board of Directors approved the allocation of $78 million from fiscal year 2015 net earnings to CFC's members. CFC made a cash payment of $39 million to its members in September 2015 as retirement of 50% of allocated net earnings from the prior year as approved by the CFC Board of Directors. The remaining portion of allocated net earnings will be retained by CFC for 25 years under guidelines adopted by the CFC Board of Directors in June 2009. The board of directors has the authority to change the current practice for allocating and retiring net earnings at any time, subject to applicable laws and regulation.



33



Credit Ratings


Our credit ratings impact our ability to access capital markets and our borrowing costs. Rating agencies base their ratings on numerous factors, including liquidity, capital adequacy, industry position, member support, management, asset quality, quality of earnings and the probability of systemic support. Significant changes in these factors could result in different ratings. Our credit ratings are presented in Table 27 .


Table 27 : Credit Ratings

November 30, 2015

Senior Secured Debt

Senior Unsecured Debt

Commercial Paper

Outlook

Moody's

  A1

  A2

 P-1

Stable

S&P

A

A

 A-1

Negative

Fitch

  A+

A

F1

Stable


The notes payable to the FFB under the Guaranteed Underwriter Program of $4,644 million as of November 30, 2015 contain a rating trigger provision that pertains to our senior secured credit ratings from Moody's, S&P and Fitch. A rating trigger event occurs if our senior secured debt does not have at least two of the following ratings: (i) A3 or higher from Moody's, (ii) A- or higher from S&P, (iii) A- or higher from Fitch or (iv) an equivalent rating from a successor rating agency to any of the above rating agencies. If our senior secured credit ratings fall below the levels listed above, the mortgage notes on deposit at that time, which totaled $5,461 million as of November 30, 2015 , would be pledged as collateral rather than held on deposit. Also, if during any portion of a fiscal year, our senior secured credit ratings fall below the levels listed above, we may not make cash patronage capital distributions in excess of 5% of total patronage capital.


In order to access the commercial paper markets at attractive rates, we believe we need to maintain our current commercial

paper credit ratings of P-1 by Moody's, A-1 by S&P and F1 by Fitch.


The majority of our interest rate swap agreements have credit risk-related contingent features referred to as rating triggers. Under these rating triggers, if the senior unsecured credit rating for either counterparty falls to the level specified in the agreement, the other counterparty may, but is not obligated to, terminate the agreement. We provide additional information on derivative counterparty rating triggers above under "Credit Risk-Counterparty Credit Risk."


There have been no changes in our ratings or outlook by Moody's, S&P or Fitch since November 30, 2015.


Compliance with Debt Covenants


We were in compliance with all covenants and conditions under our revolving credit agreements and senior debt indentures as of November 30, 2015 . Table 28 represents our required and actual financial ratios under the revolving credit agreements at or for the periods ended November 30, 2015 and May 31, 2015 .


Table 28 : Financial Ratios under Revolving Credit Agreements

Actual

Requirement

November 30, 2015

May 31, 2015

Minimum average adjusted TIER over the six most recent fiscal quarters (1)

1.025


1.28

1.28

Minimum adjusted TIER for the most recent fiscal year (1) (2)

1.05


1.30

1.30

Maximum ratio of adjusted senior debt-to-total equity (1)

10.00


6.18

5.93

____________________________

(1) In addition to the adjustments made to the leverage ratio set forth under "Non-GAAP Financial Measures," senior debt excludes guarantees to member systems that have certain investment-grade ratings from Moody's and S&P. The TIER and debt-to-equity calculations include the adjustments set forth under "Non-GAAP Financial Measures" and exclude the results of operations and other comprehensive income for CAH.

(2) We must meet this requirement to retire patronage capital.


34




The revolving credit agreements prohibit liens on loans to members except liens:

under our indentures,

related to taxes that are not delinquent or contested,

stemming from certain legal proceedings that are being contested in good faith,

created by CFC to secure guarantees by CFC of indebtedness, the interest on which is excludable from the gross income of the recipient for federal income tax purposes,

granted by any subsidiary to CFC, and

to secure other indebtedness of CFC of up to $10,000 million plus an amount equal to the incremental increase in CFC's allocated Guaranteed Underwriter Program obligations, provided that the aggregate amount of such indebtedness may not exceed $12,500 million. The amount of our secured indebtedness for purposes of this provision of all three revolving credit agreements was $6,733 million as of November 30, 2015 .


The revolving credit agreements limit total investments in foreclosed assets held by CAH to $275 million without consent by the required banks. These investments did not exceed this limit as of November 30, 2015 .


Table 29 summarizes our required and actual financial ratios, as defined under our 1994 collateral trust bonds indenture and our medium-term notes indentures in the U.S. markets, as of November 30, 2015 and May 31, 2015 .


Table 29 : Financial Ratios under Indentures

Actual

Requirement

November 30, 2015

May 31, 2015

Maximum ratio of adjusted senior debt to total equity (1)

20.00

7.90

7.41

____________________________

(1) The ratio calculation includes the adjustments made to the leverage ratio under "Non-GAAP Financial Measures," with the exception of the adjustments to exclude the non-cash impact of derivative financial instruments and adjustments from total liabilities and total equity.


In addition to the above financial ratio requirements, we are required to pledge or maintain collateral on deposit pursuant to the provisions of certain of our borrowing agreements. We provide information on collateral pledged or on deposit above under "Consolidated Balance Sheet Analysis-Debt-Pledging of Loans and Loans on Deposit."

MARKET RISK


Market risk is the potential for adverse changes in the value of our assets and liabilities resulting from volatility in market variables such as interest rates and credit spreads. Interest rate risk represents our primary market risk.


Interest Rate Risk


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



35



Matched Funding Practice


We provide our members with many options on loans with regard to interest rates, the term for which the selected interest rate is in effect and the ability to convert or prepay the loan. Long-term loans have maturities of up to 35 years. Borrowers may select fixed interest rates for periods of one year through the life of the loan. We do not match fund the majority of our fixed-rate loans with a specific debt issuance at the time the loans are advanced. To monitor and mitigate interest rate risk in the funding of fixed-rate loans, we perform a monthly interest rate gap analysis that provides a comparison between fixed-rate assets repricing or maturing by year and fixed-rate liabilities and members' equity maturing by year, which is presented in Table 30 below. Fixed-rate liabilities include debt issued at a fixed rate as well as variable-rate debt swapped to a fixed rate using interest rate swaps. Fixed-rate debt swapped to a variable rate using interest rate swaps is excluded from the analysis since it is used to match fund the variable-rate loan pool. With the exception of members' subordinated certificates, which are generally issued with extended maturities, and commercial paper, our liabilities have average maturities that closely match the repricing terms (but not the maturities) of our fixed-interest-rate loans.


We fund the amount of fixed-rate assets that exceed fixed-rate debt and members' equity with short-term debt, primarily commercial paper. We also have the option to enter into pay fixed-receive variable interest rate swaps. Our funding objective is to manage the matched funding of asset and liability repricing terms within a range of total assets (excluding derivative assets) deemed appropriate by the Asset Liability Committee based on the current environment and extended outlook for interest rates. Due to the flexibility we offer our borrowers, there is a possibility of significant changes in the composition of the fixed-rate loan portfolio, and the management of the interest rate gap is very fluid. We may use interest rate swaps to manage the interest rate gap based on our needs for fixed-rate or variable-rate funding as changes arise. We consider the interest rate risk on variable-rate loans to be minimal as the loans are eligible to be repriced at least monthly, which minimizes the variance to the cost of variable-rate debt used to fund the loans. Loans with variable interest rates accounted for 8% of our total loan portfolio as of November 30, 2015 and May 31, 2015 .


Interest Rate Gap Analysis


Our interest rate gap analysis allows us to consider various scenarios in order to evaluate the impact on adjusted TIER of issuing certain amounts of debt with various maturities at a fixed rate. See "Non-GAAP Financial Measures" for further explanation and a reconciliation of the adjustments to TIER to derive adjusted TIER.


Table 30 shows the scheduled amortization and repricing of fixed-rate assets and liabilities outstanding as of November 30, 2015 .


Table 30 : Interest Rate Gap Analysis

(Dollars in millions)

Prior to 5/31/16

Two Years 6/1/16 to 5/31/18

Two Years 6/1/18 to
5/31/20

Five Years 6/1/20 to
5/31/25

Ten Years 6/1/25 to 5/31/35

6/1/35 and Thereafter

Total

Asset amortization and repricing

$

1,005


$

3,902


$

2,870


$

4,925


$

5,476


$

2,591


$

20,769


Liabilities and members' equity:


Long-term debt

$

880


$

3,747


$

2,920


$

3,921


$

3,656


$

1,168


$

16,292


Subordinated certificates

13


53


42


673


302


756


1,839


Members' equity (1)

-


-


26


89


348


668


1,131


Total liabilities and members' equity

$

893


$

3,800


$

2,988


$

4,683


$

4,306


$

2,592


$

19,262


Gap (2)

$

112


$

102


$

(118

)

$

242


$

1,170


$

(1

)

$

1,507


Cumulative gap

112


214


96


338


1,508


1,507


Cumulative gap as a % of total assets

0.47

%

0.90

%

0.40

%

1.42

%

6.32

%

6.32

%

Cumulative gap as a % of adjusted total assets (3)

0.47


0.90


0.40


1.42


6.34


6.34


____________________________

(1) Includes the portion of the allowance for loan losses and subordinated deferrable debt allocated to fund fixed-rate assets and excludes non-cash adjustments from the accounting for derivative financial instruments.


36



(2) Calculated based on the amount of assets amortizing and repricing less total liabilities and members' equity displayed in Table 30 .

(3) Adjusted total assets represents total assets reported in our condensed consolidated balance sheets less derivative assets.


We had $20,769 million of fixed-rate assets amortizing or repricing as of November 30, 2015 . These assets were funded by $16,292 million of fixed-rate liabilities maturing during the next 30 years and $2,970 million of members' equity and members' subordinated certificates. A portion of members' equity does not have a scheduled maturity. The difference, or gap, of $1,507 million reflects the amount of fixed-rate assets that are funded with short-term debt as of November 30, 2015 . The gap of $1,507 million represented 6.32% of total assets and 6.34% of total assets excluding derivative assets, or adjusted total assets, as of November 30, 2015 .


Our Asset Liability Committee believes it is necessary to maintain an unmatched position on our fixed-rate assets within a limited percentage of adjusted total assets. Our limited unmatched position is intended to provide the flexibility to ensure that we are able to match the current maturing portion of long-term fixed rate loans based on maturity date and the opportunity in the current low interest rate environment to maximize the gross yield on our fixed rate assets without taking what we would consider to be excessive risk. Funding fixed-rate loans with short-term debt increases interest rate and liquidity risk, as the maturing debt would need to be replaced to fund the fixed-rate loans through their repricing or maturity date. We manage interest rate risk through the use of derivatives and by limiting the amount of fixed-rate assets that can be funded by short-term debt to a specified percentage of adjusted total assets based on market conditions. We discuss how we manage our liquidity risk above under "Liquidity Risk."

NON-GAAP FINANCIAL MEASURES


In addition to financial measures determined in accordance with GAAP, management also evaluates performance based on certain non-GAAP measures, which we refer to as "adjusted" measures. We provide a reconciliation of our adjusted measures to the most comparable GAAP measures in this section. We believe these adjusted non-GAAP metrics provide meaningful information and are useful to investors because the financial covenants in our revolving credit agreements and debt indentures are based on these adjusted measures.


Statements of Operations Non-GAAP Adjustments and Calculation of TIER


Table 31 provides a reconciliation of adjusted interest expense, adjusted net interest income and adjusted net income to the comparable GAAP measures. The adjusted amounts are used in the calculation of our adjusted net interest yield and adjusted TIER.


Table 31 : Adjusted Financial Measures - Income Statement

Three Months Ended November 30,

Six Months Ended November 30,

(Dollars in thousands)

2015

2014

2015


2014

Interest expense

$

(167,124

)

$

(158,275

)

$

(332,824

)

$

(314,827

)

Plus: Derivative cash settlements

(22,573

)

(21,764

)

(42,729

)

(41,865

)

Adjusted interest expense

$

(189,697

)

$

(180,039

)

$

(375,553

)

$

(356,692

)

Net interest income

$

89,201


$

76,960


$

169,617


$

157,699


Less: Derivative cash settlements

(22,573

)

(21,764

)

(42,729

)

(41,865

)

Adjusted net interest income

$

66,628


$

55,196


$

126,888


$

115,834


Net income

$

(24,488

)

$

(35,912

)

$

18,607


$

(15,300

)

Less: Derivative forward value

78,611


52,797


70,472


82,574


Adjusted net income

$

54,123


$

16,885


$

89,079


$

67,274




37



TIER Calculation


Table 32 presents our TIER and adjusted TIER for the three and three and six months ended November 30, 2015 and 2014 .


Table 32 : TIER and Adjusted TIER

Three Months Ended November 30,

Six Months Ended November 30,

2015

2014

2015

2014

TIER (1)

0.85


0.77


1.06


0.95


Adjusted TIER (2)

1.29


1.09


1.24


1.19


____________________________

(1) TIER is calculated based on net income plus interest expense for the period divided by interest expense for the period.

(2) Adjusted TIER is calculated based on adjusted net income plus adjusted interest expense for the period divided by adjusted interest expense for the period.

Adjustments to the Calculation of Leverage and Debt-to-Equity Ratios


Table 33 provides a reconciliation between the liabilities and equity used to calculate the leverage and debt-to-equity ratios and these financial measures adjusted to exclude the non-cash effects of derivatives and foreign currency adjustments, to subtract debt used to fund loans that are guaranteed by RUS from total liabilities, and to subtract from total liabilities, and add to total equity, debt with equity characteristics.


Table 33 : Adjusted Financial Measures - Balance Sheet

(Dollars in thousands)

November 30, 2015


May 31, 2015

Total liabilities

$

22,957,467


$

21,934,273


Less:

Derivative liabilities

(445,537

)

(408,382

)

Debt used to fund loans guaranteed by RUS

(176,425

)

(179,241

)

Subordinated deferrable debt

(395,736

)

(395,699

)

Subordinated certificates

(1,479,562

)

(1,505,420

)

Adjusted liabilities

$

20,460,207


$

19,445,531


Total equity

$

893,515


$

911,786


Less:

Prior year cumulative derivative forward

value and foreign currency adjustments

299,274


185,181


Current year-to-date derivative forward value (gains) losses, net

70,472


114,093


Accumulated other comprehensive income (1)

(4,902

)

(5,371

)

Plus:


Subordinated certificates

1,479,562


1,505,420


Subordinated deferrable debt

395,736


395,699


Adjusted total equity

$

3,133,657


$

3,106,808


Guarantees (2)

$

961,250


$

986,500


____________________________

(1) Represents the accumulated other comprehensive income related to derivatives. Excludes $7 million and $4 million of accumulated other comprehensive income as of November 30, 2015 and May 31, 2015 , respectively, related to the unrecognized gains on our investments. It also excludes $4 million of accumulated other comprehensive loss related to foreclosed assets as of November 30, 2015 and May 31, 2015 and $1 million of accumulated other comprehensive loss related to a defined benefit pension plan.

(2) Guarantees are used in the calculation of leverage and adjusted leverage ratios below.



38



Table 34 presents the calculations of our leverage and debt-to-equity ratios and our adjusted leverage and debt-to-equity ratios as of November 30, 2015 and May 31, 2015 .


Table 34 : Leverage and Debt-to-Equity Ratios

November 30, 2015

May 31, 2015

Leverage ratio (1)

26.77


25.14


Adjusted leverage ratio (2)

6.84


6.58


Debt-to-equity ratio (3)

25.69


24.06


Adjusted debt-to-equity ratio (4)

6.53


6.26


____________________________

(1) Calculated based on total liabilities and guarantees at period end divided by total equity at period end.

(2) Calculated based on adjusted total liabilities and guarantees at period end divided by adjusted total equity at period end, such calculation is presented in Table 33 above.

(3) Calculated based on total liabilities at period end divided by total equity at period end.

(4) Calculated based on adjusted total liabilities at period end divided by adjusted total equity at period end, such calculation is presented in Table 33 above.


39


Item 1.

Financial Statements

Condensed Consolidated Statements of Operations

41

Condensed Consolidated Statements of Comprehensive Income

42

Condensed Consolidated Balance Sheets

43

Condensed Consolidated Statements of Changes in Equity

44

Condensed Consolidated Statements of Cash Flows

45

Notes to Condensed Consolidated Financial Statements

47

Note 1 - Summary of Significant Accounting Policies

47

Note  2 - Investment Securities

50

Note 3 - Loans and Commitments

51

Note 4 - Foreclosed Assets

59

Note  5 - Short-Term Debt and Credit Arrangements

60

Note  6 - Long-Term Debt

62

Note  7 - Subordinated Deferrable Debt

63

Note 8 - Derivative Financial Instruments

63

Note  9 - Equity

67

Note 10 - Guarantees

68

Note 11 - Fair Value Measurements

70

Note 12 - Fair Value of Financial Instruments

72

Note 13 - Segment Information

74



40


NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


Three Months Ended November 30,

Six Months Ended November 30,

(Dollars in thousands)

2015

2014

2015


2014

Interest income

$

256,325


$

235,235


$

502,441


$

472,526


Interest expense

(167,124

)

(158,275

)

(332,824

)

(314,827

)

Net interest income

89,201


76,960


169,617


157,699


Provision for loan losses

(1,240

)

(992

)

(5,802

)

5,779


Net interest income after provision for loan losses

87,961


75,968


163,815


163,478


Non-interest income:





Fee and other income

7,031


9,872


11,732


14,229


Derivative losses

(101,184

)

(74,561

)

(113,201

)

(124,439

)

Results of operations of foreclosed assets

2,054


(28,991

)

133


(31,690

)

Total non-interest income

(92,099

)

(93,680

)

(101,336

)

(141,900

)

Non-interest expense:





Salaries and employee benefits

(10,943

)

(10,528

)

(22,433

)

(21,325

)

Other general and administrative expenses

(9,288

)

(7,709

)

(20,633

)

(15,455

)

Other

(9

)

(4

)

(366

)

57


Total non-interest expense

(20,240

)

(18,241

)

(43,432

)

(36,723

)

Income (loss) before income taxes

(24,378

)

(35,953

)

19,047


(15,145

)

Income tax (expense) benefit

(110

)

41


(440

)

(155

)

Net income (loss)

(24,488

)

(35,912

)

18,607


(15,300

)

Less: Net (income) loss attributable to noncontrolling interests

351


207


581


(4

)

Net income (loss) attributable to CFC

$

(24,137

)

$

(35,705

)

$

19,188


$

(15,304

)

See accompanying notes to condensed consolidated financial statements.




41









NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

        CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

Three Months Ended November 30,

Six Months Ended November 30,

(Dollars in thousands)

2015

2014

2015


2014

Net income

$

(24,488

)

$

(35,912

)

$

18,607


$

(15,300

)

Other comprehensive income (loss):





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

3,550


902


2,886


3,602


Reclassification of derivative gains to net income

(236

)

(242

)

(471

)

(483

)

Defined benefit plan adjustments

44


-


88


-


Other comprehensive income

3,358


660


2,503


3,119


Total comprehensive income (loss)

(21,130

)

(35,252

)

21,110


(12,181

)

Less: Total comprehensive loss attributable to noncontrolling interests

351


209


583


1


Total comprehensive income (loss) attributable to CFC

$

(20,779

)

$

(35,043

)

$

21,693


$

(12,180

)

See accompanying notes to condensed consolidated financial statements.


42






NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

       CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(Dollars in thousands)

November 30, 2015


May 31, 2015

Assets:

Cash and cash equivalents

$

242,619


$

248,836


Restricted cash

6,175


485


Time deposits

340,000


485,000


Investment securities available for sale, at fair value

87,358


84,472


Loans to members

22,673,529


21,469,017


Less: Allowance for loan losses

(39,600

)

(33,690

)

Loans to members, net

22,633,929


21,435,327


Accrued interest and other receivables

179,844


197,828


Fixed assets, net

111,345


110,540


Debt service reserve funds

25,602


25,602


Foreclosed assets, net

116,939


116,507


Derivative assets

81,687


115,276


Other assets

25,484


26,186


Total assets

$

23,850,982


$

22,846,059


Liabilities:



Accrued interest payable

$

125,419


$

123,697


Debt outstanding:

Short-term debt

3,542,802


3,127,754


Long-term debt

16,858,024


16,244,794


Subordinated deferrable debt

395,736


395,699


Members' subordinated certificates:



Membership subordinated certificates

629,977


645,035


Loan and guarantee subordinated certificates

629,589


640,889


Member capital securities

219,996


219,496


Total members' subordinated certificates

1,479,562


1,505,420


Total debt outstanding

22,276,124


21,273,667


Deferred income

64,086


75,579


Derivative liabilities

445,537


408,382


Other liabilities

46,301


52,948


Total liabilities

22,957,467


21,934,273


Commitments and contingencies





Equity:

CFC equity:



Retained equity

859,514


880,242


Accumulated other comprehensive income

6,585


4,080


Total CFC equity

866,099


884,322


Noncontrolling interests

27,416


27,464


Total equity

893,515


911,786


Total liabilities and equity

$

23,850,982


$

22,846,059


See accompanying notes to condensed consolidated financial statements.


43






NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

 CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(UNAUDITED)


(Dollars in thousands)

Membership
Fees and
Educational
Fund

Patronage
Capital
Allocated

Members'
Capital
Reserve

Unallocated
Net Income
(Loss)

CFC
Retained
Equity

Accumulated
Other
Comprehensive
Income

Total
CFC
Equity

Non-controlling
Interests

Total
Equity

Balance as of May 31, 2015

$

2,743


$

668,980


$

501,731


$

(293,212

)

$

880,242


$

4,080


$

884,322


$

27,464


$

911,786


Net income

-


-


-


19,188


19,188


-


19,188


(581

)

18,607


Other comprehensive income

-


-


-


-


-


2,505


2,505


(2

)

2,503


Patronage capital retirement

-


(39,376

)

-


-


(39,376

)

-


(39,376

)

(341

)

(39,717

)

Other

(540

)

-


(429

)

429


(540

)

-


(540

)

876


336


Balance as of November 30, 2015

$

2,203


$

629,604


$

501,302


$

(273,595

)

$

859,514


$

6,585


$

866,099


$

27,416


$

893,515


Balance as of May 31, 2014

$

2,751


$

630,340


$

485,447


$

(178,650

)

$

939,888


$

3,649


$

943,537


$

26,837


$

970,374


Net income

-


-


-


(15,304

)

(15,304

)

-


(15,304

)

4


(15,300

)

Other comprehensive income

-


-


-


-


-


3,124


3,124


(5

)

3,119


Patronage capital retirement

-


(39,662

)

-


-


(39,662

)

-


(39,662

)

-


(39,662

)

Other

(529

)

(1

)

1


-


(529

)

-


(529

)

824


295


Balance as of November 30, 2014

$

2,222


$

590,677


$

485,448


$

(193,954

)

$

884,393


$

6,773


$

891,166


$

27,660


$

918,826


See accompanying notes to condensed consolidated financial statements.



44






NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

Six Months Ended November 30,

(Dollars in thousands)

2015

2014

Cash flows from operating activities:

Net income (loss)

$

18,607


$

(15,300

)

Adjustments to reconcile net income to net cash provided by operating activities:

Amortization of deferred income

(12,697

)

(5,781

)

Amortization of debt issuance costs and deferred charges

4,106


3,630


Amortization of discount on long-term debt

4,238


3,605


Amortization of issuance costs for revolving bank lines of credit

2,887


4,213


Depreciation

3,735


2,920


Provision for loan losses

5,802


(5,779

)

Results of operations of foreclosed assets

(133

)

31,690


Derivative forward value

70,472


82,574


Changes in operating assets and liabilities:

Accrued interest and other receivables

3,051


2,298


Accrued interest payable

1,723


(1,427

)

Deferred income

1,203


6,495


Other

(6,993

)

(5,818

)

      Net cash provided by operating activities

96,001


103,320


Cash flows from investing activities:

Advances on loans

(4,345,065

)

(4,116,020

)

Principal collections on loans

3,140,744


3,809,772


Net investment in fixed assets

(4,662

)

(4,565

)

Proceeds from foreclosed assets

2,685


7,404


Investments in foreclosed assets

(2,984

)

(6,650

)

Proceeds from sale of time deposits

145,000


55,000


Investments in equity securities available for sale

-


(25,000

)

Change in restricted cash

(5,690

)

(1,012

)

     Net cash used in investing activities

(1,069,972

)

(281,071

)

Cash flows from financing activities:

Proceeds from issuances of short-term debt, net

437,486


150,891


Proceeds from issuances of short-term debt with original maturity greater than 90 days

313,337


240,662


Repayments of short term-debt with original maturity greater than 90 days

(335,775

)

(268,480

)

Payments for issuance costs for revolving bank lines of credit

(2,906

)

(2,822

)

Proceeds from issuance of long-term debt

1,484,044


748,073


Payments for retirement of long-term debt

(879,121

)

(431,260

)

Proceeds from issuance of members' subordinated certificates

2,838


54,560


Payments for retirement of members' subordinated certificates

(13,483

)

(101,251

)

Payments for retirement of patronage capital

(38,666

)

(38,836

)

Net cash provided by financing activities

967,754


351,537


Net increase (decrease) in cash and cash equivalents

(6,217

)

173,786


Beginning cash and cash equivalents

248,836


338,715


Ending cash and cash equivalents

$

242,619


$

512,501


See accompanying notes to condensed consolidated financial statements.




45






NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


Six Months Ended November 30,

(Dollars in thousands)

2015

2014

Supplemental disclosure of cash flow information:

Cash paid for interest

$

319,870


$

304,806


Cash paid for income taxes

72


81


Non-cash financing and investing activities:

Increase to patronage capital retirement payable

$

176


$

-


Net decrease in debt service reserve funds/debt service reserve certificates

-


(13,751

)

See accompanying notes to condensed consolidated financial statements.



46




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



NOTE 1-SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


The Company


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


Basis of Presentation and Use of Estimates


The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP") for interim financial information. Certain prior period amounts have been reclassified to conform to the current period presentation. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and related disclosures. These estimates are based on information available as of the date of the consolidated financial statements. While management makes its best judgment, actual amounts or results could differ from these estimates. In the opinion of management, all normal, recurring adjustments have been included for a fair presentation of this interim financial information. The results of operations in the interim financial statements are not necessarily indicative of the results that may be expected for the full year.


These interim unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements, and related notes thereto, included in CFC's Annual Report on Form 10-K for the fiscal year ended May 31, 2015 ("2015 Form 10-K").


Principles of Consolidation


The accompanying consolidated financial statements include the accounts of CFC, Rural Telephone Finance Cooperative ("RTFC"), National Cooperative Services Corporation ("NCSC") and subsidiaries created and controlled by CFC to hold foreclosed assets. All intercompany balances and transactions have been eliminated. RTFC was established to provide private financing for the rural telecommunications industry. NCSC may provide financing to members of CFC, government or quasi-government entities which own electric utility systems that meet the Rural Electrification Act definition of "rural", and the for-profit and nonprofit entities that are owned, operated or controlled by, or provide significant benefits to certain members of CFC. CFC currently has one entity, Caribbean Asset Holdings, LLC ("CAH"), that holds foreclosed assets. CAH, which is classified as held for sale, is a holding company for various U.S. Virgin Islands, British Virgin Islands and St. Maarten-based telecommunications operating entities that were transferred to CAH as a result of a loan default by a borrower and subsequent bankruptcy proceedings. Unless stated otherwise, references to "we," "our" or "us" relate to CFC and its consolidated entities.


Variable Interest Entities


Based on the accounting standards governing consolidations, equity and earnings of RTFC and NCSC are reported as noncontrolling interest.


CFC manages the lending activities of RTFC and NCSC. We are required to consolidate the financial results of RTFC and NCSC because CFC is the primary beneficiary of variable interests in RTFC and NCSC due to its exposure to absorbing the majority of their expected losses.


47




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



Under separate guarantee agreements, RTFC and NCSC pay CFC a fee to indemnify them against loan losses. CFC is the sole lender to and manages the business operations of RTFC through a management agreement in effect until December 1, 2016, which is automatically renewed for one-year terms thereafter unless terminated by either party. CFC is the primary source of funding to, and manages the lending activities of, NCSC through a management agreement that is automatically renewable on an annual basis unless terminated by either party. NCSC funds its lending programs through loans from CFC or debt guaranteed by CFC. In connection with these guarantees, NCSC must pay a guarantee fee.


RTFC and NCSC creditors have no recourse against CFC in the event of a default by RTFC and NCSC, unless there is a guarantee agreement under which CFC has guaranteed NCSC or RTFC debt obligations to a third party. As of November 30, 2015 , CFC had guaranteed $68 million of NCSC debt, derivative instruments and guarantees with third parties, and CFC's maximum potential exposure for these instruments totaled $72 million . The maturities for NCSC obligations guaranteed by CFC extend through 2031. Guarantees of NCSC debt and derivative instruments are not included in Note 10, Guarantees, as the debt and derivatives are reported on the condensed consolidated balance sheets. As of November 30, 2015 , CFC guaranteed $2 million of RTFC guarantees with third parties. The maturities for RTFC obligations guaranteed by CFC extend through 2016 and are renewed on an annual basis. All CFC loans to RTFC and NCSC are secured by all assets and revenue of RTFC and NCSC, respectively. As of November 30, 2015 , RTFC had total assets of $473 million including loans outstanding to members of $365 million , and NCSC had total assets of $716 million including loans outstanding of $705 million . As of November 30, 2015 , CFC had committed to lend RTFC up to $4,000 million , of which $345 million was outstanding. As of November 30, 2015 , CFC had committed to provide up to $3,000 million of credit to NCSC, of which $750 million was outstanding, representing $682 million of outstanding loans and $68 million of credit enhancements.


Interest Income


Interest income on loans is recognized using the effective interest method. The following table presents the components of interest income for the three and six months ended November 30, 2015 and 2014 .


Three Months Ended November 30,

Six Months Ended November 30,

(Dollars in thousands)

2015

2014

2015

2014

Interest on long-term fixed-rate loans (1)

$

243,601


$

222,023


$

475,803


$

444,351


Interest on long-term variable-rate loans

4,822


4,902


9,842


10,262


Interest on line of credit loans

6,386


6,687


12,584


13,629


Interest on restructured loans

130


10


130


10


Interest on nonperforming loans

29


-


29


-


Interest on investments

1,957


1,549


4,582


4,121


Fee income (2)

(600

)

64


(529

)

153


Total interest income

$

256,325


$

235,235


$

502,441


$

472,526


____________________________

(1) Includes loan conversion fees, which are deferred and recognized in interest income using the effective interest method. Also includes a small portion of conversion fees, which are intended to cover the administrative costs related to the conversion and are recognized into income immediately at conversion.

(2) Primarily related to amortization of loan origination costs and late payment fees. For the three and six months ended November 30, 2015 , it excludes loan upfront and arranger fees, which are not based on interest rates and are included in the fee and other income line of the condensed consolidated statements of operations.


Deferred income on the condensed consolidated balance sheets primarily consists of deferred loan conversion fees, which totaled $60 million and $70 million as of November 30, 2015 and May 31, 2015 , respectively.



48




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


Interest Expense


The following table presents the components of interest expense for the three and six months ended November 30, 2015 and 2014 .


Three Months Ended November 30,

Six Months Ended November 30,

(Dollars in thousands)

2015

2014

2015

2014

Interest expense on debt: (1)(2)(3)

Short-term debt

$

3,382


$

5,663


$

5,924


$

8,804


Medium-term notes

20,819


17,707


40,972


34,866


Collateral trust bonds

81,769


77,082


164,600


153,264


Subordinated deferrable debt

4,788


4,803


9,571


9,570


Subordinated certificates

15,097


16,105


30,403


32,851


Long-term notes payable

41,269


36,915


81,354


75,472


Total interest expense

$

167,124


$

158,275


$

332,824


$

314,827


____________________________

(1) Represents interest expense and the amortization of discounts on debt.

(2) Includes underwriter's fees, legal fees, printing costs and certain accounting fees, which are deferred and recognized in interest expense using the effective interest method. Also includes issuance costs related to dealer commercial paper, which are recognized immediately as incurred.

(3) Includes fees related to funding activities, including fees paid to banks participating in our revolving credit agreements. Amounts are recognized as incurred or amortized on a straight-line basis over the life of the agreement.


Accounting Standards Adopted in Fiscal Year 2016


Simplifying the Presentation of Debt Issuance Costs


In April 2015, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2015-03, Simplifying the Presentation of Debt Issuance Costs , which amends the current presentation of debt issuance costs in the financial statements by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Prior to the issuance of ASU 2015-03, debt issuance costs were required to be presented as an asset in the balance sheet. The guidance, which does not affect the recognition and measurement requirements for debt issuance costs, is effective for us in the first quarter of fiscal year 2017. However, we early-adopted this guidance in the first quarter of fiscal year 2016, and applied its provisions retrospectively, which resulted in the reclassification of unamortized debt issuance costs of $47 million as of May 31, 2015, from total assets on our condensed consolidated balance sheet to total debt outstanding. We previously presented debt issuance costs as a separate line item under total assets on our condensed consolidated balance sheets. Other than this reclassification, the adoption of the guidance did not impact our consolidated financial statements.


Recently Issued but Not Yet Adopted Accounting Standards


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


In January 2016, the FASB issued ASU 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, which changes how entities measure certain equity investments and present changes in the fair value of financial liabilities measured under the fair value option that are attributable to their own credit. Under the new guidance, entities will be required to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income unless the investments qualify for the new practicability exception. For financial liabilities measured using the fair value option, entities will be required to record changes in fair value caused by a change in instrument-specific credit risk (own credit risk) separately in other comprehensive income. The accounting for other financial instruments, such as loans and


49




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


investments in debt securities is largely unchanged. The classification and measurement guidance is effective for public entities in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. This update will be effective for us in the first quarter of fiscal year 2019. We are in the process of evaluating the impact of this update on our financial condition, results of operations or liquidity.


Amendments to the Consolidation Analysis


In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis , which is intended to improve upon and simplify the consolidation assessment required to evaluate whether organizations should consolidate certain legal entities such as limited partnerships, limited liability corporations, and securitization structures. This update is effective for us in the first quarter of fiscal year 2017. We do not expect the adoption of the update to have a material impact on our financial condition, results of operations or liquidity.


Revenue from Contracts with Customers


In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , which clarifies the principles for recognizing revenue from contracts with customers. The new accounting guidance, which does not apply to financial instruments, is effective for us beginning in the first quarter of fiscal year 2018. On April 1, 2015, the FASB voted to propose to defer the effective date of the new revenue recognition standard by one year. We do not expect the new guidance to have a material impact on our financial condition, results of operations or liquidity, as CFC's primary business and source of revenue is from lending.

NOTE 2-INVESTMENT SECURITIES


Our investment securities consist of holdings of Federal Agricultural Mortgage Corporation ("Farmer Mac") preferred and common stock. The following tables present the amortized cost, gross unrealized gains and losses and fair value of our investment securities, all of which are classified as available for sale, as of November 30, 2015 and May 31, 2015 .

November 30, 2015

(Dollars in thousands)

Amortized Cost

Gross Unrealized Gains

Gross Unrealized Losses

Fair Value

Farmer Mac-Series A Non-Cumulative Preferred Stock

$

30,000


$

1,500


$

-


$

31,500


Farmer Mac-Series B Non-Cumulative Preferred Stock

25,000


2,050


-


27,050


Farmer Mac-Series C Non-Cumulative Preferred Stock

25,000


1,760


-


26,760


Farmer Mac-Class A Common Stock

538


1,510


-


2,048


Total available-for-sale investment securities

$

80,538


$

6,820


$

-


$

87,358



May 31, 2015

(Dollars in thousands)

Amortized Cost

Gross Unrealized Gains

Gross Unrealized Losses

Fair Value

Farmer Mac-Series A Non-Cumulative Preferred Stock

$

30,000


$

264


$

-


$

30,264


Farmer Mac-Series B Non-Cumulative Preferred Stock

25,000


1,250


-


26,250


Farmer Mac-Series C Non-Cumulative Preferred Stock

25,000


900


-


25,900


Farmer Mac-Class A Common Stock

538


1,520


-


2,058


Total available-for-sale investment securities

$

80,538


$

3,934


$

-


$

84,472




50




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


We did not have any investment securities in an unrealized loss position as of November 30, 2015 and May 31, 2015 . For additional information regarding the unrealized gains (losses) recorded on our available-for-sale investment securities, see "Note 9-Equity-Accumulated Other Comprehensive Income ".

NOTE 3-LOANS AND COMMITMENTS

The table below presents the outstanding principal balance of loans to members, including deferred loan origination costs, and unadvanced loan commitments, by loan type and member class, as of November 30, 2015 and May 31, 2015 .


November 30, 2015

May 31, 2015

(Dollars in thousands)

Loans

Outstanding

Unadvanced

Commitments (1)

Loans

Outstanding

Unadvanced

Commitments (1)

Loan type: (2)

Long-term fixed-rate loans

$

20,601,694


$

-


$

19,543,274


$

-


Long-term variable-rate loans

712,955


4,762,678


698,495


4,835,623


Loans guaranteed by RUS

176,425


-


179,241


-


Line of credit loans

1,172,574


9,282,238


1,038,210


9,294,127


Total loans outstanding (3)

22,663,648


14,044,916


21,459,220


14,129,750


Deferred loan origination costs

9,881


-


9,797


-


Loans to members

$

22,673,529


$

14,044,916


$

21,469,017


$

14,129,750


Member class: (2)

CFC:

Distribution

$

17,153,380


$

9,583,769


$

16,095,043


$

9,474,568


Power supply

4,380,665


3,224,200


4,181,481


3,273,501


Statewide and associate

60,061


141,025


65,466


127,473


CFC total

21,594,106


12,948,994


20,341,990


12,875,542


RTFC

364,739


281,141


385,709


288,810


NCSC

704,803


814,781


731,521


965,398


Total loans outstanding (3)

$

22,663,648


$

14,044,916


$

21,459,220


$

14,129,750


____________________________

(1) The interest rate on unadvanced commitments is not set until drawn; therefore, the long-term unadvanced loan commitments have been classified in this table as variable-rate unadvanced commitments. However, at the time of the advance, the borrower may select a fixed or a variable rate on the new loan.

(2) Includes nonperforming and restructured loans.

(3) Represents the unpaid principal balance excluding deferred loan origination costs.


Unadvanced Loan Commitments


A total of $2,644 million and $2,765 million of unadvanced commitments as of November 30, 2015 and May 31, 2015 , respectively, related to committed lines of credit loans that are not subject to a material adverse change clause at the time of each loan advance. As such, we will be required to advance amounts on these committed facilities as long as the borrower is in compliance with the terms and conditions of the facility.


The following table summarizes the available balance under unconditional committed lines of credit, and the related maturities by fiscal year and thereafter, as of November 30, 2015 .


51




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


Available

Balance

Notional Maturities of Unconditional Committed Lines of Credit

(Dollars in thousands)

2016

2017

2018

2019

2020

Thereafter

Committed lines of credit

$2,643,810


$

61,000



$199,257


$727,065


$854,128


$605,110

$197,250


The remaining unadvanced commitments totaling $11,401 million and $11,365 million as of November 30, 2015 and May 31, 2015 , respectively, were generally subject to material adverse change clauses. Prior to making an advance on these facilities, we confirm that there has been no material adverse change in the business or condition, financial or otherwise, of the borrower since the time the loan was approved and confirm that the borrower is currently in compliance with loan terms and conditions. In some cases, the borrower's access to the full amount of the facility is further constrained by the designated purpose, imposition of borrower-specific restrictions or by additional conditions that must be met prior to advancing funds.


The following table summarizes the available balance under unadvanced commitments as of November 30, 2015 and the related maturities by fiscal year and thereafter by loan type:

Available

Balance

Notional Maturities of Unadvanced Commitments

(Dollars in thousands)

2016

2017

2018

2019

2020

Thereafter

Line of credit loans

$

9,282,238



$

506,565



$

5,261,366



$

1,152,930



$

1,074,118



$

776,995



$

510,264


Long-term loans

4,762,678



277,585



1,144,251



784,664



1,061,634



1,006,845



487,699


Total

$

14,044,916



$

784,150



$

6,405,617



$

1,937,594



$

2,135,752



$

1,783,840



$

997,963



Unadvanced commitments related to line of credit loans are typically for periods not to exceed five years and are generally revolving facilities used for working capital and backup liquidity purposes. Historically, we have experienced a very low utilization rate on line of credit loan facilities, whether or not there is a material adverse change clause. Since we generally do not charge a fee on the unadvanced portion of the majority of our loan facilities, our borrowers will typically request long-term facilities to fund construction work plans and other capital expenditures for periods of up to five years and draw down on the facility over that time. In addition, borrowers will typically request an amount in excess of their immediate estimated loan requirements to avoid the expense related to seeking additional loan funding for unexpected items. These factors contribute to our expectation that the majority of the unadvanced commitments will expire without being fully drawn upon and that the total unadvanced amount does not necessarily represent future cash funding requirements.


Loan Sales


We account for the transfer of loans resulting from direct loan sales to third parties by removing the loans from our condensed consolidated balance sheets when control has been surrendered. We retain the servicing performance obligations on these loans and recognize related servicing fees on an accrual basis over the period for which servicing activity is provided, as we believe the servicing fee represents adequate compensation. Because the loans are sold at par, we record immaterial losses on the sale of these loans for unamortized deferred loan origination costs. We do not hold any continuing interest in the loans sold to date other than servicing performance obligations. We have no obligation to repurchase loans from the purchaser, except in the case of breaches of representations and warranties.


We sold CFC loans with outstanding balances totaling $64 million and $14 million , at par for cash, during the six months ended November 30, 2015 and 2014 , respectively.


Credit Quality


We closely monitor loan performance trends to manage and evaluate our credit risk exposure. Our goal is to provide a balance between the credit needs of our members while also ensuring sound credit quality of our loan portfolio. Payment status and internal risk rating trends are indicators, among others, of the level of credit risk within our loan portfolios. As part of our strategy to reduce our credit risk exposure, we entered into a long-term standby purchase commitment agreement with Farmer Mac on August 31, 2015. Under this agreement, we may designate certain loans, as approved by Farmer Mac,


52




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


and in the event any such loan later goes into material default for at least 90 days, upon request by us, Farmer Mac must purchase such loan at par value. We have designated, and Farmer Mac has approved an initial tranche of loans with an aggregate outstanding principal balance of $520 million as of August 31, 2015, which were reduced by subsequent loan principal payments to $515 million as of November 30, 2015 . We are paying Farmer Mac a monthly fee based on the unpaid principal balance of the loans in the tranche(s) for the commitment to purchase loans under the agreement.


Payment Status of Loans


The tables below present the payment status of loans outstanding by member class as of November 30, 2015 and May 31, 2015 .

November 30, 2015

(Dollars in thousands)

Current

30-89 Days Past Due

90 Days or More

Past Due (1)

Total

Past Due

Total Financing

Receivables

Nonaccrual Loans

CFC:

Distribution

$

17,153,380


$

-


$

-


$

-


$

17,153,380


$

-


Power supply

4,380,665


-


-


-


4,380,665


-


Statewide and associate

60,061


-


-


-


60,061


-


CFC total

21,594,106


-


-


-


21,594,106


-


RTFC

361,224


-


3,515


3,515


364,739


14,044


NCSC

704,803


-


-


-


704,803


-


Total loans outstanding

$

22,660,133


$

-


$

3,515


$

3,515


$

22,663,648


$

14,044


As a % of total loans

99.98

%

-

%

0.02

%

0.02

%

100.00

%

0.06

%


May 31, 2015

(Dollars in thousands)

Current

30-89 Days Past Due

90 Days or More

Past Due (1)

Total
Past Due

Total Financing
Receivables

Nonaccrual Loans

CFC:

Distribution

$

16,095,043


$

-


$

-


$

-


$

16,095,043


$

7,221


Power supply

4,181,481


-


-


-


4,181,481


-


Statewide and associate

65,466


-


-


-


65,466


-


CFC total

20,341,990


-


-


-


20,341,990


7,221


RTFC

385,709


-


-


-


385,709


4,221


NCSC

731,521


-


-


-


731,521


294


Total loans outstanding

$

21,459,220


$

-


$

-


$

-


$

21,459,220


$

11,736


As a % of total loans

100.00

%

-

%

-

%

-

%

100.00

%

0.05

%

____________________________

(1) All loans 90 days or more past due are on nonaccrual status.


Internal Risk Ratings of Loans


We evaluate the credit quality of our loans using an internal risk rating system that employs similar criteria for all member classes. Our internal risk rating system is based on a determination of a borrower's risk of default utilizing both quantitative and qualitative measurements. We have grouped our risk ratings into the categories of pass and criticized based on the criteria below.



53




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


(i)   Pass:  Borrowers that are not experiencing difficulty and/or not showing a potential or well-defined credit weakness.

(ii) Criticized:  Includes borrowers categorized as special mention, substandard and doubtful as described below:

Special mention:  Borrowers that may be characterized by a potential credit weakness or deteriorating financial condition that is not sufficiently serious to warrant a classification of substandard or doubtful.

Substandard:  Borrowers that display a well-defined credit weakness that may jeopardize the full collection of principal and interest.

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


Borrowers included in the pass, special mention, and substandard categories are generally reflected in the general portfolio of loans. Borrowers included in the doubtful category are reflected in the impaired portfolio of loans. Each risk rating is reassessed annually based on the receipt of the borrower's audited financial statements; however, interim downgrades and upgrades may take place at any time as significant events or trends occur.


The following table presents our loan portfolio by risk rating category and member class based on available data as of November 30, 2015 and May 31, 2015 .

November 30, 2015

May 31, 2015

(Dollars in thousands)

Pass

Criticized

Total

Pass

Criticized

Total

CFC:

Distribution

$

17,121,804


$

31,576


$

17,153,380


$

16,062,516


$

32,527


$

16,095,043


Power supply

4,380,665


-


4,380,665


4,181,481


-


4,181,481


Statewide and associate

59,801


260


60,061


65,200


266


65,466


CFC total

21,562,270


31,836


21,594,106


20,309,197


32,793


20,341,990


RTFC

350,696


14,043


364,739


373,087


12,622


385,709


NCSC

701,104


3,699


704,803


727,159


4,362


731,521


Total loans outstanding

$

22,614,070


$

49,578


$

22,663,648


$

21,409,443


$

49,777


$

21,459,220



Allowance for Loan Losses


We maintain an allowance for loan losses at a level estimated by management to provide for probable losses inherent in the loan portfolio as of each balance sheet date. The tables below summarize changes, by company, in the allowance for loan losses as of and for the six months ended November 30, 2015 and 2014 .

Three Months Ended November 30, 2015

(Dollars in thousands)

CFC

RTFC

NCSC

Total

Balance as of August 31, 2015

$

27,151


$

5,552


$

5,604


$

38,307


Provision for loan losses

496


366


378


1,240


Recoveries

53


-


-


53


Balance as of November 30, 2015

$

27,700


$

5,918


$

5,982


$

39,600



54




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


Three Months Ended November 30, 2014

(Dollars in thousands)

CFC

RTFC

NCSC

Total

Balance as of August 31, 2014

$

40,461


$

4,288


$

4,962


$

49,711


Provision for loan losses

670


739


(417

)

992


Recoveries

54


-


-


54


Balance as of November 30, 2014

$

41,185


$

5,027


$

4,545


$

50,757


Six Months Ended November 30, 2015

(Dollars in thousands)

CFC

RTFC

NCSC

Total

Balance as of May 31, 2015

$

23,716


$

4,533


$

5,441


$

33,690


Provision for loan losses

3,876


1,385


541


5,802


Recoveries

108


-


-


108


Balance as of November 30, 2015

$

27,700


$

5,918


$

5,982


$

39,600


Six Months Ended November 30, 2014

(Dollars in thousands)

CFC

RTFC

NCSC

Total

Balance as of May 31, 2014

$

45,600


$

4,282


$

6,547


$

56,429


Provision for loan losses

(4,522

)

745


(2,002

)

(5,779

)

Recoveries

107


-


-


107


Balance as of November 30, 2014

$

41,185


$

5,027


$

4,545


$

50,757



Our allowance for loan losses consists of a specific allowance for loans individually evaluated for impairment and a collective allowance for loans collectively evaluated for impairment. The tables below present, by company, the components of our allowance for loan losses and the recorded investment of the related loans as of November 30, 2015 and May 31, 2015 .


November 30, 2015

(Dollars in thousands)

CFC

RTFC

NCSC

Total

Ending balance of the allowance:

Collectively evaluated

$

27,700


$

2,291


$

5,982


$

35,973


Individually evaluated

-


3,627


-


3,627


Total ending balance of the allowance

$

27,700


$

5,918


$

5,982


$

39,600


Recorded investment in loans:

Collectively evaluated

$

21,587,390


$

350,695


$

704,803


$

22,642,888


Individually evaluated

6,716


14,044


-


20,760


Total recorded investment in loans

$

21,594,106


$

364,739


$

704,803


$

22,663,648


Loans to members, net (1)

$

21,566,406


$

358,821


$

698,821


$

22,624,048




55




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


May 31, 2015

(Dollars in thousands)

CFC

RTFC

NCSC

Total

Ending balance of the allowance:

Collectively evaluated

$

23,716


$

4,138


$

5,441


$

33,295


Individually evaluated

-


395


-


395


Total ending balance of the allowance

$

23,716


$

4,533


$

5,441


$

33,690


Recorded investment in loans:

Collectively evaluated

$

20,334,769


$

381,488


$

731,227


$

21,447,484


Individually evaluated

7,221


4,221


294


11,736


Total recorded investment in loans

$

20,341,990


$

385,709


$

731,521


$

21,459,220


Loans to members, net (1)

$

20,318,274


$

381,176


$

726,080


$

21,425,530


____________________________

(1) Excludes deferred origination costs of $10 million as of November 30, 2015 and May 31, 2015 .


Impaired Loans


Our recorded investment in individually-impaired loans, which consists of the unpaid principal balance, and the related specific valuation allowance, by member class, as of November 30, 2015 and May 31, 2015 are summarized below.


November 30, 2015

May 31, 2015

(Dollars in thousands)

Recorded

Investment

Related

Allowance

Recorded

Investment

Related

Allowance

With no specific allowance recorded:

CFC/Distribution

$

6,716


$

-


$

7,221


$

-


NCSC

-


-


294


-


Total

6,716


-


7,515


-


With a specific allowance recorded:

RTFC

14,044


3,627


4,221


395


Total

14,044


3,627


4,221


395


Total impaired loans

$

20,760


$

3,627


$

11,736


$

395



The tables below represent the average recorded investment in impaired loans and the interest income recognized, by member class, for the three and six months ended November 30, 2015 and 2014 .

Three Months Ended November 30,

2015

2014

2015

2014

(Dollars in thousands)

Average Recorded Investment 

Interest Income Recognized 

CFC/Distribution

$

6,716


$

7,221


$

130


$

-


NCSC

-


325


-


10


RTFC

9,746


1,695


29


-


Total impaired loans

$

16,462


$

9,241


$

159


$

10



56




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


Six Months Ended November 30,

2015

2014

2015

2014

(Dollars in thousands)

Average Recorded Investment 

Interest Income Recognized 

CFC/Distribution

$

6,969


$

7,403


$

130


$

-


NCSC

-


344


-


10


RTFC

6,956


1,695


29


-


Total impaired loans

$

13,925


$

9,442


$

159


$

10



Troubled Debt Restructured ("TDR") and Nonperforming Loans


The table below summarizes modified loans accounted for and reported as TDRs and nonperforming, the performance status of the loan, and the related unadvanced commitments, by loan type and by company, as of November 30, 2015 and May 31, 2015 .


November 30, 2015

May 31, 2015

(Dollars in thousands)

Loans

Outstanding

Unadvanced

Commitments (1)

Loans

Outstanding

Unadvanced

Commitments (1)

TDR loans:

Nonperforming TDR loans:

RTFC:

Long-term variable-rate loans

$

3,515


$

-


$

-


$

-


Total nonperforming TDR loans

3,515


-


-


-


Performing TDR loans:

CFC:

Long-term fixed-rate loans (2)

6,716


-


7,221


-


NCSC:

       Line of credit loans

-


-


294


-


RTFC:

Long-term variable-rate loans

-


-


4,221


-


Total performing TDR loans

6,716


-


11,736


-


Total TDR loans

$

10,231


$

-


$

11,736


$

-


     Percent of total loans outstanding

0.05

%

-

%

0.05

%

-

%

Nonperforming loans:

RTFC:

Long-term fixed-rate loans

$

8,559


$

-


$

-


$

-


       Line of credit loans

1,970


-


-


-


Total nonperforming loans

$

10,529


$

-


$

-


$

-


     Percent of total loans outstanding

0.05

%

-

%

-

%

-

%

____________________________

(1) The interest rate on unadvanced commitments is not set until drawn; therefore, the long-term unadvanced loan commitments have been classified in this table as variable-rate unadvanced commitments. However, at the time of the advance, the borrower may select a fixed or a variable rate on the new loan.

(2) A borrower in this category also had a line of credit loan outstanding that was classified as performing as of November 30, 2015 and May 31, 2015 . Unadvanced commitments related to this line of credit loan totaled $3 million and $2 million as of November 30, 2015 and May 31, 2015 , respectively.


57




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



The following table shows foregone interest income as a result of holding loans on nonaccrual status for the three and six months ended November 30, 2015 and 2014 .

Three Months Ended November 30,

Six Months Ended November 30,

(Dollars in thousands)

2015

2014

2015

2014

Nonperforming loans

$

12


$

25


$

12


$

51


Performing TDR loans

-


127


166


264


Nonperforming TDR loans

33


-


46


-


Total

$

45


$

152


$

224


$

315



Pledging of Loans and Loans on Deposit


We are required to pledge eligible mortgage notes in an amount at least equal to the outstanding balance of our secured debt.


The following table summarizes our loans outstanding as collateral pledged to secure our collateral trust bonds, Clean Renewable Energy Bonds and notes payable to Farmer Mac and the amount of the corresponding debt outstanding as of November 30, 2015 and May 31, 2015 , See "Note 5-Short-Term Debt and Credit Arrangements" and "Note 6-Long-Term Debt") for information on our borrowings.

(Dollars in thousands)

November 30, 2015

May 31, 2015

Collateral trust bonds:

2007 indenture:

Distribution system mortgage notes

$

7,335,182


$

6,551,836


RUS guaranteed loans qualifying as permitted investments

154,215


156,665


Total pledged collateral

$

7,489,397


$

6,708,501


Collateral trust bonds outstanding

6,347,711


6,197,711


1994 indenture:

Distribution system mortgage notes

$

873,976


$

905,656


Collateral trust bonds outstanding

800,000


855,000


Farmer Mac:

Distribution and power supply system mortgage notes

$

2,343,470


$

2,160,805


Notes payable outstanding

2,072,040


1,910,688


Clean Renewable Energy Bonds Series 2009A:

Distribution and power supply system mortgage notes

$

18,150


$

19,260


Cash

1,488


485


Total pledged collateral

$

19,638


$

19,745


Notes payable outstanding

16,529


16,529


We are required to maintain collateral on deposit in an amount at least equal to the balance of debt outstanding to the Federal Financing Bank ("FFB") of the United States Treasury issued under the Guaranteed Underwriter Program of the USDA (the "Guaranteed Underwriter Program"). See "Note 5-Short-Term Debt and Credit Arrangements" and "Note 6-Long-Term Debt."



58




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


The following table shows the collateral on deposit and the amount of the corresponding debt outstanding as of November 30, 2015 and May 31, 2015 .

(Dollars in thousands)

November 30, 2015

May 31, 2015

FFB:

Distribution and power supply system mortgage notes on deposit

$

5,460,626


$

4,943,746


Notes payable outstanding

4,644,097


4,406,785


NOTE 4-FORECLOSED ASSETS


CAH is the only entity in which we held foreclosed assets as of November 30, 2015 . CAH had total assets, which consisted primarily of property, plant and equipment and goodwill and other intangible assets of $167 million as of November 30, 2015 . CAH had total liabilities of $242 million as of November 30, 2015 and an equity deficit of $75 million . CAH's total liabilities included loans and interest payable to CFC, which have been eliminated in consolidation, of $188 million as of November 30, 2015 .


Sale of CAH


On September 30, 2015, CFC entered into a Purchase Agreement with CAH, ATN VI Holdings, LLC ("Atlantic") and Atlantic Tele-Network, Inc., the parent corporation of Atlantic, to sell all of the issued and outstanding membership interests of CAH to Atlantic for a purchase price of $145 million , subject to certain adjustments. We expect to complete the transaction during the second half of calendar year 2016, subject to the satisfaction or waiver of various closing conditions under the Purchase Agreement, including, among other things, the receipt of required communications regulatory approvals in the United States, United States Virgin Islands, British Virgin Islands and St. Maarten, the expiration or termination of applicable waiting periods under applicable competition laws, and the absence of a material adverse effect or material adverse regulatory event.


Foreclosed Asset Activity


The table below summarizes amounts recorded in our consolidated financial statements for CAH as of and for the six months ended November 30, 2015 . The balance of $117 million as of November 30, 2015 reflects the expected net proceeds, including estimated adjustments to the selling price and selling costs, from the completion of the CAH sales transaction.

Six Months Ended November 30, 2015

(Dollars in thousands)

Balance as of May 31, 2015

$

116,507


Change in estimated net proceeds (1)

432


Balance as of November 30, 2015

$

116,939


____________________________

(1) Included as a component of results of foreclosed assets on our consolidated statements of operations.


59




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


NOTE 5-SHORT-TERM DEBT AND CREDIT ARRANGEMENTS


The following is a summary of short-term debt outstanding as of November 30, 2015 and May 31, 2015 .

(Dollars in thousands)

November 30, 2015


May 31, 2015

Short-term debt:

Commercial paper sold through dealers, net of discounts (1)

$

1,020,287


$

984,954


Commercial paper sold directly to members, at par (1)(2)

759,815


736,162


Select notes

809,298


671,635


Daily liquidity fund notes

740,142


509,131


Medium-term notes sold to members

213,260


225,872


    Total short-term debt

$

3,542,802


$

3,127,754


____________________________

(1) Backup liquidity is provided by our revolving credit agreements.

(2) Includes commercial paper sold directly to associates and affiliates.



Revolving Credit Agreements


We had $3,420 million of commitments under revolving credit agreements as of November 30, 2015 and May 31, 2015 .

Under our current revolving credit agreements, we have the ability to request up to $300 million of letters of credit, which would result in a reduction in the remaining available under the facilities. On November 19, 2015, we amended and restated the $1,665 million three-year and $1,645 million five-year revolving credit agreements to extend the maturity dates to November 19, 2018 and November 19, 2020, respectively, from October 28, 2017 and October 28, 2019, respectively. Commitments of $25 million under the three-year agreement will expire at the prior maturity date of October 28, 2017. Commitments of $45 million under the five-year agreement will expire at the prior maturity date of October 28, 2019. Also, as part of the amendment, the commitments from three banks were increased by $45 million .


Prior to this amendment, NCSC assumed $155 million in commitments from one of the banks, which was reduced to $110 million as part of the amendment on November 19, 2015. Although the total commitment amount under our new revolving credit agreements is unchanged from the previous total of $3,420 million , NCSC's commitment amount is excluded from the commitment amount from third parties of $3,310 million because NCSC receives all of its funding from CFC and NCSC's financial results are consolidated with CFC. The NCSC assumption of $110 million of commitments under the revolving credit agreements also reduces the total letters of credit from third parties, to $290 million .


The following table presents the total commitment, the net amount available for use and the outstanding letters of credit under our revolving credit agreements as of November 30, 2015 and May 31, 2015 .


November 30, 2015


May 31, 2015



(Dollars in millions)

Total Commitment


Letters of Credit Outstanding


Net Available for Use (1)


Total Commitment


Letters of Credit Outstanding


Net Available for Use (1)


Maturity


Annual Facility Fee (2)

Three-year agreement

$

25



$

-



$

25



$

1,720



$

-



$

1,720



October 28, 2017


7.5 bps

Five-year agreement

45



-



45



1,700



1



1,699



October 28, 2019


10 bps

Three-year agreement

1,640



-



1,640



-



-



-



November 19, 2018


7.5 bps

Five-year agreement

1,600



1



1,599



-



-



-



November 19, 2020


10 bps

Total

$

3,310



$

1



$

3,309



$

3,420



$

1



$

3,419




____________________________

(1) Reflects amounts available from unaffiliated third parties that are not consolidated by CFC.


60




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


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


The following represents our required and actual financial ratios under the revolving credit agreements as of November 30, 2015 and May 31, 2015 .

Actual

Requirement

November 30, 2015


May 31, 2015

Minimum average adjusted TIER over the six most recent fiscal quarters (1)

1.025


1.28

1.28

Minimum adjusted TIER for the most recent fiscal year (1) (2)

1.05


1.30

1.30

Maximum ratio of adjusted senior debt to total equity (1)

10.00


6.18

5.93

____________________________

(1) In addition to the adjustments made to the leverage ratio set forth in "Item 7. MD&A-Non-GAAP Financial Measures," senior debt excludes guarantees to member systems that have certain investment-grade ratings by Moody's and S&P. The TIER and debt-to-equity calculations include the adjustments set forth in "Item 7. MD&A-Non-GAAP Financial Measures" and exclude the results of operations and other comprehensive income for CAH.

(2) We must meet or exceed the required ratios in order to retire patronage capital.


We were in compliance with all covenants and conditions under our revolving credit agreements and there were no borrowings outstanding under these agreements as of November 30, 2015 and May 31, 2015


61




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


NOTE 6-LONG-TERM DEBT


The following is a summary of long-term debt outstanding as of November 30, 2015 and May 31, 2015 .

(Dollars in thousands)

November 30, 2015

May 31, 2015

Unsecured long-term debt:

Medium-term notes sold through dealers

$

2,878,577


$

2,749,894


Medium-term notes sold to members

383,594


392,298


Subtotal medium-term notes

3,262,171


3,142,192


Unamortized discount

(622

)

(706

)

Debt issuance costs

(16,572

)

(15,335

)

Total unsecured medium-term notes

3,244,977


3,126,151


Guaranteed Underwriter Program notes payable

4,644,097


4,406,785


Debt issuance costs

(307

)

(320

)

Total Guaranteed Underwriter Program notes payable

4,643,790


4,406,465


Other unsecured notes payable

31,167


31,168


Unamortized discount

(557

)

(626

)

Debt issuance costs

(138

)

(155

)

Total other unsecured notes payable

30,472


30,387


Total unsecured notes payable

4,674,262


4,436,852


Total unsecured long-term debt

7,919,239


7,563,003


Secured long-term debt:



Collateral trust bonds

7,147,711


7,052,711


Unamortized discount

(268,775

)

(271,201

)

Debt issuance costs

(28,276

)

(26,443

)

Total collateral trust bonds

6,850,660


6,755,067


Farmer Mac notes payable

2,072,040


1,910,688


Other secured notes payable

16,529


16,529


Debt issuance costs

(444

)

(493

)

Total other secured notes payable

16,085


16,036


Total secured notes payable

2,088,125


1,926,724


Total secured long-term debt

8,938,785


8,681,791


Total long-term debt

$

16,858,024


$

16,244,794



Collateral Trust Bonds


In October 2015, we issued $350 million of 2.30% collateral trust bonds due 2020 and $400 million of 3.25% collateral trust bonds due 2025.


Unsecured Notes Payable

As of November 30, 2015 and May 31, 2015 , we had unsecured notes payable totaling $4,644 million and $4,407 million , respectively, outstanding under bond purchase agreements with the FFB and a bond guarantee agreement with RUS issued under the Guaranteed Underwriter Program, which provides guarantees to the FFB. We pay RUS a fee of 30 basis points per year on the total amount borrowed. As of November 30, 2015 , $4,644 million of unsecured notes payable outstanding under the Guaranteed Underwriter Program require us to place mortgage notes on deposit in an amount at least equal to the principal balance of the notes outstanding. See "Note 3-Loans and Commitments" for additional information on the mortgage notes held on deposit and the triggering events that result in these mortgage notes becoming pledged as collateral. During the six months ended November 30, 2015 , we borrowed $250 million under the Guaranteed Underwriter Program.


62




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


As of November 30, 2015 , we had up to $500 million available under committed loan facilities from the Federal Financing Bank as part of this program. We are required to maintain collateral on deposit in an amount at least equal to the balance of debt outstanding to the FFB under this program. On September 28, 2015, we received a commitment from RUS to guarantee a loan from the Federal Financing Bank for additional funding of $250 million as part of the Guaranteed Underwriter Program. As a result, we will have an additional $250 million available under the Guaranteed Underwriter Program with a 20 -year maturity repayment period during the three-year period following the date of closing.


Secured Notes Payable


As of November 30, 2015 and May 31, 2015 , secured notes payable include $2,072 million and $1,911 million , respectively, in debt outstanding to Farmer Mac under a note purchase agreement totaling $4,500 million . Under the terms of the note purchase agreement, we can borrow up to $4,500 million at any time through January 11, 2020, and thereafter automatically extend the agreement on each anniversary date of the closing for an additional year, unless prior to any such anniversary date, Farmer Mac provides CFC with a notice that the draw period would not be extended beyond the remaining term. During the six months ended November 30, 2015 , we borrowed a total of $180 million under the note purchase agreement with Farmer Mac. The agreement with Farmer Mac is a revolving credit facility that allows us to borrow, repay and re-borrow funds at any time through maturity or from time to time as market conditions permit, provided that the principal amount at any time outstanding is not more than the total available under the agreement.


On July 31, 2015, we entered into a new revolving note purchase agreement with Farmer Mac totaling $300 million . Under the terms of the new agreement, we can borrow up to $300 million at any time through July 31, 2018. This agreement with Farmer Mac is a revolving credit facility that allows us to borrow, repay and re-borrow funds at any time through maturity or from time to time, provided that the principal amount at any time outstanding is not more than the total available under the agreement.


We are required to pledge eligible distribution system or power supply system loans as collateral in an amount at least equal to the total principal amount of notes outstanding under the Farmer Mac agreements. See "Note 3-Loans and Commitments" for additional information on the collateral pledged to secure notes payable under these programs.


As of November 30, 2015 and May 31, 2015 , we were in compliance with all covenants and conditions under our senior debt indentures.

NOTE 7-SUBORDINATED DEFERRABLE DEBT


As of both November 30, 2015 and May 31, 2015 , we had $396 million of 4.75% subordinated deferrable debt outstanding due in 2043. The outstanding balance is presented net of $4 million in unamortized debt issuance costs for both periods. Subordinated deferrable debt currently outstanding is callable at par on or after April 30, 2023.


NOTE 8-DERIVATIVE FINANCIAL INSTRUMENTS


Use of Derivatives


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







63




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


Accounting for Derivatives


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


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


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


We typically designate treasury rate locks as cash flow hedges of forecasted debt issuances. Accordingly, changes in the fair value of the derivative instruments are recorded as a component of OCI and reclassified to interest expense when the forecasted transaction occurs using the effective interest method. Any ineffectiveness in the hedging relationship is recognized as a component of derivative gains (losses) in our consolidated statements of operations. We did not have any derivatives designated as accounting hedges as of November 30, 2015 and May 31, 2015 .


Outstanding Notional Amount of Derivatives


The notional amount provides an indication of the volume of our derivatives activity, but this amount is not recorded on our condensed consolidated balance sheets. The notional amount is used only as the basis on which interest payments are determined and is not the amount exchanged. The following table shows the outstanding notional amounts and the weighted-average rate paid and received for our interest rate swaps, by type, as of November 30, 2015 and May 31, 2015 . The substantial majority of our interest rate exchange agreements use an index based on the London Interbank Offered Rate ("LIBOR") for either the pay or receive leg of the swap agreement.

November 30, 2015

May 31, 2015

(Dollars in thousands)

Notional

Amount

Weighted-

Average

Rate Paid

Weighted-

Average

Rate Received

Notional
Amount

Weighted-
Average
Rate Paid

Weighted-
Average
Rate Received

Pay-fixed swaps

$

6,215,910


3.06

%

0.34

%

$

5,776,533


3.15

%

0.28

%

Receive-fixed swaps

3,799,000


0.82


2.98


3,849,000


0.79


3.09


Total interest rate swaps

$

10,014,910


2.21


1.34


$

9,625,533


2.21


1.40




64




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


Impact of Derivatives on Condensed Consolidated Balance Sheets


The following table displays the fair value of the derivative assets and derivative liabilities recorded on our condensed consolidated balance sheets and the related outstanding notional amount of our interest rate swaps as of November 30, 2015 and May 31, 2015 .

November 30, 2015

May 31, 2015

(Dollars in thousands)

Fair Value

Notional Balance

Fair Value

Fair Value

Derivative assets

$

81,687


$

2,694,338


$

115,276


$

3,448,615


Derivative liabilities

(445,537

)

7,320,572


(408,382

)

6,176,918


Total

$

(363,850

)

$

10,014,910


$

(293,106

)

$

9,625,533



All of our master swap agreements include legally enforceable netting provisions that allow for offsetting of all contracts with a given counterparty in the event of default by one of the two parties. However, as indicated above, we report derivative asset and liability amounts on a gross basis based on individual contracts. The following table presents the gross fair value of derivative assets and liabilities reported on our condensed consolidated balance sheets as of November 30, 2015 and May 31, 2015 , and provides information on the impact of netting provisions and collateral pledged.


November 30, 2015

Gross Amount

of Recognized

Assets/ Liabilities

Gross Amount

Offset in the

Balance Sheet

Net Amount of Assets/ Liabilities

Presented

in the

Balance Sheet

Gross Amount

Not Offset in the

Balance Sheet

(Dollars in thousands)

Financial

Instruments

Cash

Collateral

Pledged

Net

Amount

Derivative assets:

Interest rate swaps

$

81,687


$

-


$

81,687


$

81,687


$

-


$

-


Derivative liabilities:

Interest rate swaps

445,537


-


445,537


81,687


-


363,850



May 31, 2015

Gross Amount

of Recognized

Assets/ Liabilities

Gross Amount

Offset in the

Balance Sheet

Net Amount of Assets/ Liabilities

Presented

in the

Balance Sheet

Gross Amount

Not Offset in the

Balance Sheet

(Dollars in thousands)

Financial

Instruments

Cash

Collateral

Pledged

Net

Amount

Derivative assets:

Interest rate swaps

$

115,276


$

-


$

115,276


$

115,276


$

-


$

-


Derivative liabilities:

Interest rate swaps

408,382


-


408,382


115,276


-


293,106



Impact of Derivatives on Condensed Consolidated Statements of Operations


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


65




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



The following table presents the components of the derivative gains (losses) reported in our condensed consolidated statements of operations for our interest rate swaps for the three and six months ended November 30, 2015 and 2014 .


Three Months Ended November 30,

Six Months Ended November 30,

(Dollars in thousands)

2015

2014

2015

2014

Derivative cash settlements

$

(22,573

)

$

(21,764

)

$

(42,729

)

$

(41,865

)

Derivative forward value

(78,611

)

(52,797

)

(70,472

)

(82,574

)

Derivative losses

$

(101,184

)

$

(74,561

)

$

(113,201

)

$

(124,439

)


Credit-Risk-Related Contingent Features in Derivatives


The majority of our interest rate swap agreements have credit risk-related contingent features referred to as rating triggers. Under these rating triggers, if the credit rating for either counterparty falls to the level specified in the agreement, the other counterparty may, but is not obligated to, terminate the agreement. Our senior unsecured credit ratings from Moody's and S&P were A2 and A, respectively, as of November 30, 2015 . Moody's had our ratings on stable outlook as of November 30, 2015 , while S&P had our ratings on negative outlook as of November 30, 2015 .


The table below displays the notional amounts of our derivative contracts with rating triggers as of November 30, 2015 and the payments that would be required if the contracts were terminated as of that date because of a downgrade of our unsecured credit ratings or the counterparty's unsecured credit ratings to or below Baa1/BBB+, Baa3/BBB- or Ba2/BB+ by Moody's or S&P, respectively. In calculating the payment amounts that would be required upon termination of the derivative contracts, we assumed that the amounts for each counterparty would be netted in accordance with the provisions of the master netting agreements for each counterparty. The net payment amounts are based on the fair value of the underlying derivative instrument, excluding the credit risk valuation adjustment, plus any unpaid accrued interest amounts.

(Dollars in thousands)

Notional

Amount

Payment

Required by CFC

Payment

Due to CFC

Net (Payable)

Due

Impact of mutual rating downgrade trigger:

Falls below Baa1/BBB+


$

5,629,362



$

(218,630

)


$

-



$

(218,630

)

Falls to or below Baa3/BBB-

1,696,699



(33,362

)


-



(33,362

)

Falls below Baa3/BBB-

572,011



(26,702

)


-



(26,702

)

Falls to or below Ba2/BB+ (1)

102,009


(335

)

-


(335

)

Total

$

8,000,081



$

(279,029

)


$

-



$

(279,029

)

____________________________

(1) Rating trigger for counterparty falls to or below Ba2/BB+, while rating trigger for CFC falls to or below Baa2/BBB by Moody's or S&P, respectively.


The aggregate amount, including the credit risk valuation adjustment, of all interest rate swaps with rating triggers that were in a net liability position was $283 million as of November 30, 2015 . There were no interest rate swaps with rating triggers that were in a net asset position as of November 30, 2015 .


66




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


NOTE 9-EQUITY


Total equity decreased by $18 million during the six months ended November 30, 2015 to $894 million as of November 30, 2015 . The decrease in total equity was primarily attributable to our net income of $19 million for the period, which was partially offset by patronage capital retirement of $39 million .


In July 2015, the CFC Board of Directors authorized the allocation of the fiscal year 2015 net earnings as follows: $1 million to the Cooperative Educational Fund, $16 million to the members' capital reserve and $78 million to members in the form of patronage.


In July 2015, the CFC Board of Directors authorized the retirement of allocated net earnings totaling $39 million , representing 50% of the fiscal year 2015 allocation. This amount was returned to members in cash in September 2015. Future allocations and retirements of net earnings may be made annually as determined by the CFC Board of Directors with due regard for its financial condition. The CFC Board of Directors has the authority to change the current practice for allocating and retiring net earnings at any time, subject to applicable laws and regulations.


Accumulated Other Comprehensive Income


The activity in the accumulated other comprehensive income account is summarized below by component as of and for the three and six months ended November 30, 2015 and 2014 .

Three Months Ended November 30, 2015

(Dollars in thousands)

Unrealized Gains (Losses)

AFS Securities

Unrealized Gains
Derivatives

Unrealized Losses Foreclosed Assets

Unrealized Losses Defined Benefit Plan

Total

Beginning balance

$

3,270


$

5,137


$

(4,248

)

$

(933

)

$

3,226


Unrealized gains

3,550


-


-


-


3,550


Losses reclassified into earnings

-


-


-


44


44


Gains reclassified into earnings

-


(235

)

-


-


(235

)

Other comprehensive income

3,550


(235

)

-


44


3,359


Ending balance

$

6,820


$

4,902


$

(4,248

)

$

(889

)

$

6,585


Three Months Ended November 30, 2014

(Dollars in thousands)

Unrealized Gains (Losses)

AFS Securities

Unrealized Gains

Derivatives

Unrealized Losses Foreclosed Assets

Total

Beginning balance

$

2,339


$

6,082


$

(2,310

)

$

6,111


Unrealized gains

902


-


-


902


Gains reclassified into earnings

-


(240

)

-


(240

)

Other comprehensive income

902


(240

)

-


662


Ending balance

$

3,241


$

5,842


$

(2,310

)

$

6,773



67




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


Six Months Ended November 30, 2015

(Dollars in thousands)

Unrealized Gains (Losses)

AFS Securities

Unrealized Gains

Derivatives

Unrealized Losses Foreclosed Assets

Unrealized Losses Defined Benefit Plan

Total

Beginning balance

$

3,934


$

5,371


$

(4,248

)

$

(977

)

$

4,080


Unrealized gains

2,886


-


-


-


2,886


Losses reclassified into earnings

-


-


-


88


88


Gains reclassified into earnings

-


(469

)

-


-


(469

)

Other comprehensive income

2,886


(469

)

-


88


2,505


Ending balance

$

6,820


$

4,902


$

(4,248

)

$

(889

)

$

6,585


Six Months Ended November 30, 2014

(Dollars in thousands)

Unrealized Gains (Losses)

AFS Securities

Unrealized Gains

Derivatives

Unrealized Losses Foreclosed Assets

Total

Beginning balance

$

(361

)

$

6,320


$

(2,310

)

$

3,649


Unrealized gains

3,602


-


-


3,602


Gains reclassified into earnings

-


(478

)

-


(478

)

Other comprehensive income

3,602


(478

)

-


3,124


Ending balance

$

3,241


$

5,842


$

(2,310

)

$

6,773



NOTE 10-GUARANTEES


The following table summarizes total guarantees by type of guarantee and member class as of November 30, 2015 and May 31, 2015 .

(Dollars in thousands)

November 30, 2015

May 31, 2015

Total by type:

Long-term tax-exempt bonds

$

483,730


$

489,520


Letters of credit

363,441


382,233


Other guarantees

114,079


114,747


Total

$

961,250


$

986,500


Total by member class:

CFC:

Distribution

$

156,276


$

172,104


Power supply

747,669


763,746


Statewide and associate

17,048


17,025


CFC total

920,993


952,875


RTFC

1,574


1,574


NCSC

38,683


32,051


Total

$

961,250


$

986,500




68




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


The maturities for the long-term tax-exempt bonds and the related guarantees run through calendar year 2042. Amounts in the table represent the outstanding principal amount of the guaranteed bonds. As of November 30, 2015 , our maximum potential exposure for the $70 million of fixed-rate tax-exempt bonds is $100 million , representing principal and interest. Of the amounts shown in the table above for long-term tax-exempt bonds, $413 million and $418 million as of November 30, 2015 and May 31, 2015 , respectively, are adjustable or floating-rate bonds that may be converted to a fixed rate as specified in the applicable indenture for each bond offering. We are unable to determine the maximum amount of interest that we could be required to pay related to the remaining adjustable and floating-rate bonds. Many of these bonds have a call provision that in the event of a default allow us to trigger the call provision. This would limit our exposure to future interest payments on these bonds. Our maximum potential exposure is secured by mortgage liens on all of the systems' assets and future revenue. If a system's debt is accelerated because of a determination that the interest thereon is not tax-exempt, the system's obligation to reimburse us for any guarantee payments will be treated as a long-term loan.


The maturities for letters of credit run through calendar year 2024. The amounts shown in the table above represent our maximum potential exposure, of which $134 million is secured as of November 30, 2015 . As of November 30, 2015 and May 31, 2015 , the letters of credit include $76 million to provide the standby liquidity for adjustable and floating-rate tax-exempt bonds issued for the benefit of our members, respectively. Security provisions include a mortgage lien on substantially all of the system's assets, future revenue and the system's investment in our commercial paper.


In addition to the letters of credit listed in the table above, under master letter of credit facilities in place as of November 30, 2015 , we may be required to issue up to an additional $85 million in letters of credit to third parties for the benefit of our members. As of November 30, 2015 , all of our master letter of credit facilities were subject to material adverse change clauses at the time of issuance. Prior to issuing a letter of credit, we would confirm that there has been no material adverse change in the business or condition, financial or otherwise, of the borrower since the time the loan was approved and confirm that the borrower is currently in compliance with the letter of credit terms and conditions.


The maturities for other guarantees listed in the table run through calendar year 2025. The maximum potential exposure for these other guarantees is $115 million , all of which is unsecured.


As of November 30, 2015 and May 31, 2015 , we had $343 million and $434 million of guarantees, respectively, representing 36% and 44% , respectively, of total guarantees, under which our right of recovery from our members was not secured.


In addition to the guarantees described above, as of November 30, 2015 , we were the liquidity provider for a total of $489 million of variable-rate tax-exempt bonds issued for our member cooperatives. While the bonds are in variable-rate mode, in return for a fee, we have unconditionally agreed to purchase bonds tendered or put for redemption if the remarketing agents are unable to sell such bonds to other investors. During the six months ended November 30, 2015 , we were not required to perform as liquidity provider pursuant to these obligations.


Guarantee Liability


As of November 30, 2015 and May 31, 2015 , we recorded a guarantee liability of $19 million and $20 million respectively, which represents the contingent and non-contingent exposures related to guarantees and liquidity obligations associated with our members' debt. The contingent guarantee liability as of November 30, 2015 and May 31, 2015 was $1 million based on management's estimate of exposure to losses within the guarantee portfolio. The remaining balance of the total guarantee liability of $18 million and $19 million as of November 30, 2015 and May 31, 2015 , respectively, relates to our non-contingent obligation to stand ready to perform over the term of our guarantees and liquidity obligations that we have entered into or modified since January 1, 2003.


69




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


NOTE 11-FAIR VALUE MEASUREMENTS


We use fair value measurements to record fair value adjustments for certain assets and liabilities and to determine fair value disclosures. Fair value is defined as the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date (also referred to as an exit price). Assets and liabilities accounted for and reported at fair value in our consolidated financial statements on a recurring basis each reporting period include our available-for-sale investment securities and derivative instruments. Assets that are not measured at fair value each reporting period but are subject to fair value measurements on a nonrecurring basis in certain circumstances include impaired loans and long-lived assets classified as held for sale. The adjustments related to assets measured at fair value on a nonrecurring basis usually result from the application of lower-of-cost-market accounting or impairment of individual assets.


Fair Value Hierarchy


The fair value accounting guidance provides a three-level fair value hierarchy for classifying financial instruments. This hierarchy is based on the markets in which the assets or liabilities trade and whether the inputs to the valuation techniques used to measure fair value are observable or unobservable. Fair value measurement of a financial asset or liability is assigned a level based on the lowest level of any input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are summarized below:


Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2: Observable market-based inputs, other than quoted prices in active markets for identical assets or liabilities

Level 3: Unobservable inputs


For additional information regarding the fair value hierarchy and a description of the methodologies we use to measure fair value, see "Note 13-Fair Value Measurements" and "Note 14-Fair Value of Financial Instruments" to the Consolidated Financial Statements in our 2015 Form 10-K.


Recurring Fair Value Measurements


The table below presents the carrying value and fair value of financial instruments reported in our condensed consolidated financial statements at fair value on a recurring basis as of November 30, 2015 and May 31, 2015 , and the classification level of the fair value methodology within the fair value measurement hierarchy.

November 30, 2015

May 31, 2015

(Dollars in thousands)

Level 1

Level 2

Total

Level 1

Level 2

Total

Investment securities, available for sale

$

87,358


$

-


$

87,358


$

84,472


$

-


$

84,472


Deferred compensation investments

4,401


-


4,401


4,294


-


4,294


Derivative assets

-


81,687


81,687


-


115,276


115,276


Derivative liabilities

-


445,537


445,537


-


408,382


408,382


Transfers Between Levels


We monitor the availability of observable market data to assess the appropriate classification of financial instruments within the fair value hierarchy and transfer between Level 1, Level 2, and Level 3 accordingly. Observable market data includes but is not limited to quoted prices and market transactions. Changes in economic conditions or market liquidity generally will drive changes in availability of observable market data. Changes in availability of observable market data, which also may result in changing the valuation technique used, are generally the cause of transfers between levels. We did not have any transfers between levels for financial instruments measured at fair value on a recurring basis for the six months ended November 30, 2015 and 2014 .


70




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)



Nonrecurring Fair Value


The table below presents the carrying value and fair value of assets reported in our condensed consolidated financial statements at fair value on a nonrecurring basis as of November 30, 2015 and May 31, 2015 , and unrealized losses for the three and six months ended November 30, 2015 and 2014 .

Level 3 Fair Value

Unrealized Losses

 Three Months Ended November 30,

Unrealized Losses

Six Months Ended November 30,

(Dollars in thousands)

November 30, 2015

May 31, 2015

2015

2014

2015

2014

Impaired loans, net of specific reserves

$

10,417


$

-


$

(1,190

)

$

(724

)

$

(2,011

)

$

(950

)


Significant Unobservable Level 3 Inputs


Impaired Loans


We utilize the fair value of the collateral underlying the loan or the estimated cash flows to determine the fair value and specific allowance for impaired loans. In estimating the fair value of the collateral, we may use third-party valuation specialists, internal estimates or a combination of both. The valuation technique used to determine fair value of the impaired loans provided by both our internal staff and third-party specialists includes market multiples (i.e., comparable companies). The significant unobservable inputs used in the determination of fair value for the specific impaired loans is a multiple of earnings before interest, taxes, depreciation and amortization of 4.0 x. The significant unobservable inputs for estimating the fair value of impaired collateral-dependent loans are reviewed by our Credit Risk Management group to assess the reasonableness of the assumptions used and the accuracy of the work performed. In cases where we rely on third-party inputs, we use the final unadjusted third-party valuation analysis as support for any adjustments to our consolidated financial statements and disclosures.


Because of the limited amount of impaired loans as of November 30, 2015 and May 31, 2015 , we do not believe that potential changes in the significant unobservable inputs used in the determination of the fair value for impaired loans will have a material impact on the fair value measurement of these assets or our results of operations.


71




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


NOTE 12-FAIR VALUE OF FINANCIAL INSTRUMENTS


The following table presents the carrying value and fair value, and the classification level within the fair value measurement hierarchy, of our financial instruments as of November 30, 2015 and May 31, 2015 .


November 30, 2015

Fair Value Measurements Using

(Dollars in thousands)

Carrying Value

Fair Value

Level 1

Level 2

Level 3

Assets:

Cash and cash equivalents

$

242,619


$

242,619


$

242,619


$

-


$

-


Restricted cash

6,175


6,175


6,175


-


-


Time deposits

340,000


340,000


-


340,000


-


Investment securities, available for sale

87,358


87,358


87,358


-


-


Deferred compensation investments

4,401


4,401


4,401


-


-


Loans to members, net

22,633,929


22,529,568


-


-


22,529,568


Debt service reserve funds

25,602


25,602


25,602


-


-


Derivative assets

81,687


81,687


-


81,687


-


Liabilities:

Short-term debt

3,542,802


3,542,517


1,760,494


1,782,023


-


Long-term debt

16,858,024


17,760,009


-


10,929,779


6,830,230


Guarantee liability

18,747


21,188


-


-


21,188


Derivative liabilities

445,537


445,537


-


445,537


-


Subordinated deferrable debt

395,736



397,124


-


397,124


-


Members' subordinated certificates

1,479,562



1,479,586


-


-


1,479,586



72




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


May 31, 2015

Fair Value Measurements Using

(Dollars in thousands)

Carrying Value

Fair Value

Level 1

Level 2

Level 3

Assets:

Cash and cash equivalents

$

248,836


$

248,836


$

248,836


$

-


$

-


Restricted cash

485


485


485


-


-


Time deposits

485,000


485,000


-


485,000


-


Investment securities, available for sale

84,472


84,472


84,472


-


-


Deferred compensation investments

4,294


4,294


4,294


-


-


Loans to members, net

21,435,327


21,961,048


-


-


21,961,048


Debt service reserve funds

25,602


25,602


25,602


-


-


Derivative instruments

115,276


115,276


-


115,276


-


Liabilities:

Short-term debt

3,127,754


3,127,541


1,494,131


1,633,410


-


Long-term debt

16,244,794


17,356,223


-


10,878,302


6,477,921


Guarantee liability

19,917


22,545


-


-


22,545


Derivative instruments

408,382


408,382


-


408,382


-


Subordinated deferrable debt

395,699


406,000


-


406,000


-


Members' subordinated certificates

1,505,420


1,505,444


-


-


1,505,444



We consider observable prices in the principal market in our valuations where possible. Fair value estimates were developed at the reporting date and may not necessarily be indicative of amounts that could ultimately be realized in a market transaction at a future date. For additional information regarding the fair value hierarchy and a description of the methodologies we use to measure fair value, see "Note 13-Fair Value Measurements" and "Note 14-Fair Value of Financial Instruments" to the Consolidated Financial Statements in our 2015 Form 10-K. See "Note 11-Fair Value Measurement " for additional information on assets and liabilities reported at fair value on a recurring and nonrecurring basis on our condensed consolidated balance sheets.


73




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


NOTE 13-SEGMENT INFORMATION


The following tables display segment results for the three and six months ended November 30, 2015 and 2014 , and assets attributable to each segment as of November 30, 2015 and 2014 .

Three Months Ended November 30, 2015

(Dollars in thousands)

CFC

Other

Elimination

Consolidated Total

Statement of operations:

Interest income

$

253,625


$

11,476


$

(8,776

)

$

256,325


Interest expense

(166,807

)

(9,093

)

8,776


(167,124

)

Net interest income

86,818


2,383


-


89,201


Provision for loan losses

(1,240

)

-


-


(1,240

)

Net interest income after provision for loan losses

85,578


2,383


-


87,961


Non-interest income:

Fee and other income

6,080


2,096


(1,145

)

7,031


Derivative losses

(99,963

)

(1,221

)

-


(101,184

)

Results of operations of foreclosed assets

2,054


-


-


2,054


Total non-interest income

(91,829

)

875


(1,145

)

(92,099

)

Non-interest expense:

General and administrative expenses

(17,877

)

(2,609

)

255


(20,231

)

Other

(9

)

(890

)

890


(9

)

Total non-interest expense

(17,886

)

(3,499

)

1,145


(20,240

)

Loss before income taxes

(24,137

)

(241

)

-


(24,378

)

Income tax expense

-


(110

)

-


(110

)

Net loss

$

(24,137

)

$

(351

)

$

-


$

(24,488

)


74




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


Three Months Ended November 30, 2014

(Dollars in thousands)

CFC

Other

Elimination

Consolidated Total

Statement of operations:

Interest income

$

232,168


$

11,328


$

(8,261

)

$

235,235


Interest expense

(157,918

)

(8,618

)

8,261


(158,275

)

Net interest income

74,250


2,710


-


76,960


Provision for loan losses

(992

)

-


-


(992

)

Net interest income after provision for loan losses

73,258


2,710


-


75,968


Non-interest income:


Fee and other income

9,646


1,369


(1,143

)

9,872


Derivative losses

(73,061

)

(1,500

)

-


(74,561

)

Results of operations from foreclosed assets

(28,991

)

-


-


(28,991

)

Total non-interest income

(92,406

)

(131

)

(1,143

)

(93,680

)

Non-interest expense:


General and administrative expenses

(16,553

)

(1,940

)

256


(18,237

)

Other

(4

)

(887

)

887


(4

)

Total non-interest expense

(16,557

)

(2,827

)

1,143


(18,241

)

Loss before income taxes

(35,705

)

(248

)

-


(35,953

)

Income tax benefit

-


41


-


41


Net loss

$

(35,705

)

$

(207

)

$

-


$

(35,912

)


75




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


Six Months Ended November 30, 2015

(Dollars in thousands)

CFC

Other

Elimination

Consolidated Total

Statement of operations:

Interest income

$

496,676


$

23,326


$

(17,561

)

$

502,441


Interest expense

(332,189

)

(18,196

)

17,561


(332,824

)

Net interest income

164,487


5,130


-


169,617


Provision for loan losses

(5,802

)

-


-


(5,802

)

Net interest income after provision for loan losses

158,685


5,130


-


163,815


Non-interest income:

Fee and other income

10,679


2,914


(1,861

)

11,732


Derivative losses

(111,790

)

(1,411

)

-


(113,201

)

Results of operations of foreclosed assets

133


-


-


133


Total non-interest income

(100,978

)

1,503


(1,861

)

(101,336

)

Non-interest expense:

General and administrative expenses

(38,153

)

(5,421

)

508


(43,066

)

Other

(366

)

(1,353

)

1,353


(366

)

Total non-interest expense

(38,519

)

(6,774

)

1,861


(43,432

)

Income (loss) before income taxes

19,188


(141

)

-


19,047


Income tax expense

-


(440

)

-


(440

)

Net income (loss)

$

19,188


$

(581

)

$

-


$

18,607


November 30, 2015

Assets:

Total loans outstanding

$

22,621,617


$

1,069,542


$

(1,027,511

)

$

22,663,648


Deferred loan origination costs

9,881


-


-


9,881


Less: Allowance for loan losses

(39,600

)

-


-


(39,600

)

Loans to members, net

22,591,898


1,069,542


(1,027,511

)

22,633,929


Other assets

1,203,916


119,388


(106,251

)

1,217,053


Total assets

$

23,795,814


$

1,188,930


$

(1,133,762

)

$

23,850,982



76




NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


Six Months Ended November 30, 2014

(Dollars in thousands)

CFC

Other

Elimination

Consolidated Total

Statement of operations:

Interest income

$

466,308


$

23,135


$

(16,917

)

$

472,526


Interest expense

(314,146

)

(17,598

)

16,917


(314,827

)

Net interest income

152,162


5,537


-


157,699


Provision for loan losses

5,779


-


-


5,779


Net interest income after provision for loan losses

157,941


5,537


-


163,478


Non-interest income:

Fee and other income

13,872


1,731


(1,374

)

14,229


Derivative losses

(122,232

)

(2,207

)

-


(124,439

)

Results of operations from foreclosed assets

(31,690

)

-


-


(31,690

)

Total non-interest income

(140,050

)

(476

)

(1,374

)

(141,900

)

Non-interest expense:

General and administrative expenses

(33,252

)

(4,015

)

487


(36,780

)

Other

57


(887

)

887


57


Total non-interest expense

(33,195

)

(4,902

)

1,374


(36,723

)

Income (loss) before income taxes

(15,304

)

159


-


(15,145

)

Income tax expense

-


(155

)

-


(155

)

Net income (loss)

$

(15,304

)

$

4


$

-


$

(15,300

)

November 30, 2014

Assets:

Total loans outstanding

$

20,739,565


$

1,098,127


$

(1,064,412

)

$

20,773,280


Deferred loan origination costs

9,706


-


-


9,706


Less: Allowance for loan losses

(50,757

)

-


-


(50,757

)

Loans to members, net

20,698,514


1,098,127


(1,064,412

)

20,732,229


Other assets

1,818,603


137,686


(115,415

)

1,840,874


Total assets

$

22,517,117


$

1,235,813


$

(1,179,827

)

$

22,573,103