2012 Annual Report
OUR STEWARDSHIP CULTURE Visit us at: northwestfcs.com
You may receive multiple copies of the annual report due to system changes and the need to send annual financials to every stockholder of record.
PATRONAG E PAID ($ in millions)
53.3
55.2
36.0 31.1 26.0
Director’s Report
2008 2009
2010
2011
2012
As business owners in the natural resources industries, we are entrusted stewards of our operations and resources. The Northwest FCS board, management team and employees share a similar responsibility – to be wise stewards of your cooperative. We must ensure a strong, stable lending organization with capacity to serve generations to come. We engrain stewardship into our governance, management philosophy, business practices and, most importantly, our culture. 2012 was another excellent year for the association. I am proud to report record earnings of $187.3 million due primarily to growth and credit quality improvements in our loan portfolio. Capital increased to $1.6 billion. Consistently strong financial performance allows us to provide our customers with a sustainable and reliable patronage program, which reduces their costs of borrowing money. In 2012 the association provided $55.2 million in cash patronage. Since 2000, Northwest FCS has paid $377 million in cash patronage to customers who have provided a significant economic boost to the rural communities we serve.
BOARD OF DIRECTORS Bruce Nelson Spokane, Washington; Dave Nisbet Bay Center, Washington; Herb Karst Sunburst, Montana; Mark Gehring Salem, Oregon; Drew Eggers Meridian, Idaho;
A key focus of the board has been refining our compensation philosophy. Our goal is to support a strong and enduring cooperative that successfully executes our mission to stockholders, while providing competitive income opportunities for employees. This year, we worked with an independent compensation expert who evaluated our existing programs and made recommendations to better align compensation with the sustainable, long-term goals of the organization. We believe the new compensation program will help us continually attract, motivate, and retain the talented employees we need to serve the next generation of agriculture.
Kevin Riel Board Chair
On behalf of the Northwest FCS Board we thank our customer-owners for their continued business and look forward to another successful year.
Rick Barnes Callahan, California; Christy Burmeister-Smith Newman Lake, Washington; Shawn Walters New Dale, Idaho; Kevin Riel Chair – Yakima, Washington; Jim Farmer Nyssa, Oregon; Dave Hedlin Mt. Vernon, Washington; Karen Schott Vice Chair – Broadview, Montana; Julie Shiflett Spokane, Washington; John Helle Dillon, Montana 2
3
PATRONAG E PAID ($ in millions)
53.3
55.2
36.0 31.1 26.0
Director’s Report
2008 2009
2010
2011
2012
As business owners in the natural resources industries, we are entrusted stewards of our operations and resources. The Northwest FCS board, management team and employees share a similar responsibility – to be wise stewards of your cooperative. We must ensure a strong, stable lending organization with capacity to serve generations to come. We engrain stewardship into our governance, management philosophy, business practices and, most importantly, our culture. 2012 was another excellent year for the association. I am proud to report record earnings of $187.3 million due primarily to growth and credit quality improvements in our loan portfolio. Capital increased to $1.6 billion. Consistently strong financial performance allows us to provide our customers with a sustainable and reliable patronage program, which reduces their costs of borrowing money. In 2012 the association provided $55.2 million in cash patronage. Since 2000, Northwest FCS has paid $377 million in cash patronage to customers who have provided a significant economic boost to the rural communities we serve.
BOARD OF DIRECTORS Bruce Nelson Spokane, Washington; Dave Nisbet Bay Center, Washington; Herb Karst Sunburst, Montana; Mark Gehring Salem, Oregon; Drew Eggers Meridian, Idaho;
A key focus of the board has been refining our compensation philosophy. Our goal is to support a strong and enduring cooperative that successfully executes our mission to stockholders, while providing competitive income opportunities for employees. This year, we worked with an independent compensation expert who evaluated our existing programs and made recommendations to better align compensation with the sustainable, long-term goals of the organization. We believe the new compensation program will help us continually attract, motivate, and retain the talented employees we need to serve the next generation of agriculture.
Kevin Riel Board Chair
On behalf of the Northwest FCS Board we thank our customer-owners for their continued business and look forward to another successful year.
Rick Barnes Callahan, California; Christy Burmeister-Smith Newman Lake, Washington; Shawn Walters New Dale, Idaho; Kevin Riel Chair – Yakima, Washington; Jim Farmer Nyssa, Oregon; Dave Hedlin Mt. Vernon, Washington; Karen Schott Vice Chair – Broadview, Montana; Julie Shiflett Spokane, Washington; John Helle Dillon, Montana 2
3
Customer Capacity We exist to serve customers. Over the years, we’ve been developing the necessary capacity to not only retain customers but to attract new customers. The first priority in serving more than 13,000 customers is to make sure we are creating an experience that leads to high customer engagement. Customer surveys in 2012 continue to reflect a high degree of loyalty from our customers, which is a key measure of customer engagement. C API TAL ($ in billions)
1.6
N ET I N COME AFTER TA XES
187.3
($ in millions)
1.4
150.1
1.3 1.2
159.2
124.4
1.1
106.1
CEO Message
2008 2009
2010
2011
2012
2008 2009
2010
2011
2012
A business philosophy of stewardship has been a part of agriculture for generations. Stewardship is the careful and responsible management of what is entrusted to you. As a cooperative, stewardship is the overarching philosophy of Northwest FCS. When you put words into practice, this means we effectively manage our business and build capacity today, while constantly focusing on the long-term sustainability of our organization and its ability to serve the future needs of agriculture. Building organizational capacity and remaining relevant go hand in glove. To ensure we are focused on the fundamentals that lead to Phil DiPofi President and CEO
4
a sustainable, durable, and consistently performing business, we’ve developed our business plan around four key business capacities.
Serving young and beginning producers aligns with our business philosophy of stewardship. Our AgVision program has been a reliable source of credit for these producers since 2001. We know that getting people started in agriculture is more than lending money. It’s providing the education and mentoring that is critical for success in our volatile economy. Our investment in developing our Business Management Center and Knowledge Center is increasingly supporting our customers across the wide spectrum of agriculture. Growth in quality customers is another important area of customer capacity. In 2012 loan volume grew across all business groups, increasing our total volume owned by 6.2 percent.
Human Resource Capacity Serving our customers can’t be done to our high standards without talented and engaged staff. Building capacity on the human resource front is essential to having diverse, highly competent and engaged employees who are recognized as trusted advisors of the customers they serve and stewards of the communities where they work and live. In 2012 we made a number of enhancements aimed at strengthening our human resource capacity, including increased investment in education, performance management systems and aligning our compensation programs with the long-term strategies of this association. Surveying employees about their levels of engagement has become a regular practice. High levels of engagement mean our employees feel valued and supported as they continue to create value for this organization and the customer-owners we serve.
auditing, maintaining our facilities, supporting technology infrastructure, and a host of essential activities. These activities are not always visible to our customers, but the successful completion of this work is vital to our success. In 2012, we reviewed a large number of internal processes and implemented 30 technology projects. These initiatives were wide ranging including controls, new website, upgrades to online banking, and updating policies and procedures.
Financial Capacity Financial capacity means having an organization that can handle future customer needs, can pay an appropriate return to our customer-owners in the form of patronage, can invest in the business, and does all this in a world that is increasingly volatile. 2012 was a very strong year. Net income was $187.3 million, almost 18 percent above 2011. We had higher loan volumes, better credit quality resulting in a lower provision expense, steady margins on loans, and we received a refund from the Farm Credit System Insurance Fund. Even though credit quality is improving, we continue to maintain a relatively strong allowance for loan losses. Capital is the other key aspect to our financial strength and capacity as it provides for future loan growth, acts as the last line of defense against volatility, and stands behind earnings and loan loss reserves in the area of risk management. In 2012, capital grew to $1.6 billion. We will continue to grow capital and build our financial capacity to ensure our customers can depend on us in the long term.
Looking Ahead In 2013, we’ll look closely at our lending standards to make sure we are anticipating future challenges. Risks around rapidly accelerating land values and the long-range risk of increasing interest rates is concerning. Building our capacity to be a dependable source of credit and a trusted advisor to the customers we serve is our responsibility, our privilege and our sole focus moving forward.
Operations Capacity Behind the scenes, our operational capacity includes funding of loans, processing loan payments, issuing insurance policies, accounting for expenses and income, 5
Customer Capacity We exist to serve customers. Over the years, we’ve been developing the necessary capacity to not only retain customers but to attract new customers. The first priority in serving more than 13,000 customers is to make sure we are creating an experience that leads to high customer engagement. Customer surveys in 2012 continue to reflect a high degree of loyalty from our customers, which is a key measure of customer engagement. C API TAL ($ in billions)
1.6
N ET I N COME AFTER TA XES
187.3
($ in millions)
1.4
150.1
1.3 1.2
159.2
124.4
1.1
106.1
CEO Message
2008 2009
2010
2011
2012
2008 2009
2010
2011
2012
A business philosophy of stewardship has been a part of agriculture for generations. Stewardship is the careful and responsible management of what is entrusted to you. As a cooperative, stewardship is the overarching philosophy of Northwest FCS. When you put words into practice, this means we effectively manage our business and build capacity today, while constantly focusing on the long-term sustainability of our organization and its ability to serve the future needs of agriculture. Building organizational capacity and remaining relevant go hand in glove. To ensure we are focused on the fundamentals that lead to Phil DiPofi President and CEO
4
a sustainable, durable, and consistently performing business, we’ve developed our business plan around four key business capacities.
Serving young and beginning producers aligns with our business philosophy of stewardship. Our AgVision program has been a reliable source of credit for these producers since 2001. We know that getting people started in agriculture is more than lending money. It’s providing the education and mentoring that is critical for success in our volatile economy. Our investment in developing our Business Management Center and Knowledge Center is increasingly supporting our customers across the wide spectrum of agriculture. Growth in quality customers is another important area of customer capacity. In 2012 loan volume grew across all business groups, increasing our total volume owned by 6.2 percent.
Human Resource Capacity Serving our customers can’t be done to our high standards without talented and engaged staff. Building capacity on the human resource front is essential to having diverse, highly competent and engaged employees who are recognized as trusted advisors of the customers they serve and stewards of the communities where they work and live. In 2012 we made a number of enhancements aimed at strengthening our human resource capacity, including increased investment in education, performance management systems and aligning our compensation programs with the long-term strategies of this association. Surveying employees about their levels of engagement has become a regular practice. High levels of engagement mean our employees feel valued and supported as they continue to create value for this organization and the customer-owners we serve.
auditing, maintaining our facilities, supporting technology infrastructure, and a host of essential activities. These activities are not always visible to our customers, but the successful completion of this work is vital to our success. In 2012, we reviewed a large number of internal processes and implemented 30 technology projects. These initiatives were wide ranging including controls, new website, upgrades to online banking, and updating policies and procedures.
Financial Capacity Financial capacity means having an organization that can handle future customer needs, can pay an appropriate return to our customer-owners in the form of patronage, can invest in the business, and does all this in a world that is increasingly volatile. 2012 was a very strong year. Net income was $187.3 million, almost 18 percent above 2011. We had higher loan volumes, better credit quality resulting in a lower provision expense, steady margins on loans, and we received a refund from the Farm Credit System Insurance Fund. Even though credit quality is improving, we continue to maintain a relatively strong allowance for loan losses. Capital is the other key aspect to our financial strength and capacity as it provides for future loan growth, acts as the last line of defense against volatility, and stands behind earnings and loan loss reserves in the area of risk management. In 2012, capital grew to $1.6 billion. We will continue to grow capital and build our financial capacity to ensure our customers can depend on us in the long term.
Looking Ahead In 2013, we’ll look closely at our lending standards to make sure we are anticipating future challenges. Risks around rapidly accelerating land values and the long-range risk of increasing interest rates is concerning. Building our capacity to be a dependable source of credit and a trusted advisor to the customers we serve is our responsibility, our privilege and our sole focus moving forward.
Operations Capacity Behind the scenes, our operational capacity includes funding of loans, processing loan payments, issuing insurance policies, accounting for expenses and income, 5
Ready to meet some amazing people?
MANAGEMENT EXECUTIVE COMMITTEE
They work here. We are a diverse group of individuals with different skills and experiences. Many of us grew up on farms or ranches. Others were raised in larger cities. We have tenured-wisdom in our ranks and fresh, inventive ideas coming
Jim Allen Senior VP-Capital Markets; Stacy Lavin General Counsel; Phil DiPofi President and Chief Executive Officer; John Phelan Executive VP-Chief Risk Officer;
from the next generation. While our roles and responsibilities can be vastly different, when you boil everything
Kathy Payne Executive VP-Human Resources and Corporate Administration; Brent Fetsch Senior VP-Chief Strategy Officer and Chief Information Officer;
down, we work really hard to take care of our customers, communities and each other.
Tom Nakano Executive VP-Chief Financial Officer; Mark Nonnenmacher Executive VP-Agribusiness; Fred DePell Executive VP-Financial Services 6
You might say we’re all about taking care of people and taking care of business. 7
Ready to meet some amazing people?
MANAGEMENT EXECUTIVE COMMITTEE
They work here. We are a diverse group of individuals with different skills and experiences. Many of us grew up on farms or ranches. Others were raised in larger cities. We have tenured-wisdom in our ranks and fresh, inventive ideas coming
Jim Allen Senior VP-Capital Markets; Stacy Lavin General Counsel; Phil DiPofi President and Chief Executive Officer; John Phelan Executive VP-Chief Risk Officer;
from the next generation. While our roles and responsibilities can be vastly different, when you boil everything
Kathy Payne Executive VP-Human Resources and Corporate Administration; Brent Fetsch Senior VP-Chief Strategy Officer and Chief Information Officer;
down, we work really hard to take care of our customers, communities and each other.
Tom Nakano Executive VP-Chief Financial Officer; Mark Nonnenmacher Executive VP-Agribusiness; Fred DePell Executive VP-Financial Services 6
You might say we’re all about taking care of people and taking care of business. 7
When you talk to customer Steve Swank about our employees in Havre, Montana he’ll describe them as a great team who works well together, very professional and highly efficient. Steve is a pretty good one to ask. He and his business partner Warren Lybeck have more than doubled the size of their wheat and cattle business since they started working with our lending team in 1998. Every team needs a good point guard and in this case, that’s Relationship Manager Shaud Schwarzbach. He invests time getting to know customers’ businesses from the ground up. That’s where trusted relationships grow. With boots on the ground, he’s able to assess our customers’ needs and see trends impacting their bottom lines. Heidi Borlaug likes to play behind the scenes. It’s her job to analyze the numbers and put the loan package together. She has a skill for making the complex simple. Using balance sheets, income statements, tax returns, and income projections she helps our customers plan for the future and understand the decisions they make. Stephannie Klein is a chief multi-tasker. As a financial specialist, she works with customers in the branch (and on the phone) to gather financials, input data, disburse money, accept payments, and always greets people with a smile. You need to be incredibly organized and extremely passionate about customer service to do Stephannie’s job. Government rules and regulations can be confusing. Yet, Angie Stanley and our crop insurance team always find a way to make the information user friendly. Every operation is unique, so Angie helps customers understand what they need to do to get the risk protection they need. Crop insurance isn’t an eight-to-five job either. Customers call Angie day, night and weekends. When they need coverage quickly or they’re hit with a sudden loss, Angie will drive hundreds of miles to help. 8
Heidi Borlaug:
“Wheat Farmer” Operations Manager
5
YEARS OF SERVICE
1
YEAR OF SERVICE
Shaud Schwarzbach: Relationship Manager - Vice President
“Big Sandy Mayor”
Stephannie Klein:
“Cub Scout Leader” Financial Specialist
5
YEARS OF SERVICE
Customer Steve Swank:
“Expanding Rancher” 3X Farm
Angie Stanley:
“Road Warrior” Senior Insurance Agent
18
YEARS OF SERVICE
Growing
RELATIONSHIPS is a key to our success.
No one knows our
customers better than our front-line people who work with them every day. That’s why our branches are brimming with talented, caring employees who make our customer service hum. Some of us are outgoing. Others are more analytical. It takes the synergy of a team to make great things happen. 9
When you talk to customer Steve Swank about our employees in Havre, Montana he’ll describe them as a great team who works well together, very professional and highly efficient. Steve is a pretty good one to ask. He and his business partner Warren Lybeck have more than doubled the size of their wheat and cattle business since they started working with our lending team in 1998. Every team needs a good point guard and in this case, that’s Relationship Manager Shaud Schwarzbach. He invests time getting to know customers’ businesses from the ground up. That’s where trusted relationships grow. With boots on the ground, he’s able to assess our customers’ needs and see trends impacting their bottom lines. Heidi Borlaug likes to play behind the scenes. It’s her job to analyze the numbers and put the loan package together. She has a skill for making the complex simple. Using balance sheets, income statements, tax returns, and income projections she helps our customers plan for the future and understand the decisions they make. Stephannie Klein is a chief multi-tasker. As a financial specialist, she works with customers in the branch (and on the phone) to gather financials, input data, disburse money, accept payments, and always greets people with a smile. You need to be incredibly organized and extremely passionate about customer service to do Stephannie’s job. Government rules and regulations can be confusing. Yet, Angie Stanley and our crop insurance team always find a way to make the information user friendly. Every operation is unique, so Angie helps customers understand what they need to do to get the risk protection they need. Crop insurance isn’t an eight-to-five job either. Customers call Angie day, night and weekends. When they need coverage quickly or they’re hit with a sudden loss, Angie will drive hundreds of miles to help. 8
Heidi Borlaug:
“Wheat Farmer” Operations Manager
5
YEARS OF SERVICE
1
YEAR OF SERVICE
Shaud Schwarzbach: Relationship Manager - Vice President
“Big Sandy Mayor”
Stephannie Klein:
“Cub Scout Leader” Financial Specialist
5
YEARS OF SERVICE
Customer Steve Swank:
“Expanding Rancher” 3X Farm
Angie Stanley:
“Road Warrior” Senior Insurance Agent
18
YEARS OF SERVICE
Growing
RELATIONSHIPS is a key to our success.
No one knows our
customers better than our front-line people who work with them every day. That’s why our branches are brimming with talented, caring employees who make our customer service hum. Some of us are outgoing. Others are more analytical. It takes the synergy of a team to make great things happen. 9
Debbie Parker:
“Devoted Problem Solver” Financial Specialist
You need honest people you can trust when you’re growing a business or diversifying into new areas. Customers George and Dan DeRuyter rely on our Sunnyside, Washington team to be a sounding board for the decisions they make. In the past 13 years the DeRuyters have expanded their dairy operation to milk more than 5,000 cows (10,900 total) and now grow almost 100 percent of their feed.
32 YEARS OF SERVICE
Customer George DeRuyter:
“Wise Founder”
George DeRuyter & Son Dairy
When customers want to know how their operation stacks up with others, they can count on honest, helpful perspectives from relationship managers like Craig Shindler. Craig is a trusted advisor. He helps customers get where they want to be without gambling the farm. He’ll ask just the right questions and gather the best information possible to help them position for the opportunities ahead. Petra Atilano is a no-nonsense woman with a great sense of humor. As a credit officer, she keeps everything and everyone on track. She finds the right products, analyzes the credit, and moves complex loans through the approval process. Customers have confidence when we say we’re going to get something done, Petra and the team will do it. Debbie Parker knows people. She has seen just about everything in her 32 years as a financial specialist. The team goes to Debbie with questions about different loan documents. She helps us brainstorm solutions for unique situations. If Debbie doesn’t have the answers to help our customers she definitely knows the people who do.
7
YEARS OF SERVICE
10
Petra Atilano:
“Multilingual Multi-tasker”
7
YEARS OF SERVICE
Craig Shindler: Relationship Manager - Assistant Vice President
“Trusted Advisor”
Customer Dan DeRuyter:
“Progressive Thinker” George DeRuyter & Son Dairy Doug Knox:
“Outdoor Enthusiast” Senior Appraiser
25 YEARS OF SERVICE
Information drives appraisals. The more an appraiser knows about properties sold and purchased the better they can determine real value. Doug Knox and our appraisal team have insights into hundreds of land sales. Customers depend on Doug to give them the objective information they need to make solid business decisions.
Credit Officer - Assistant Vice President
11
Debbie Parker:
“Devoted Problem Solver” Financial Specialist
You need honest people you can trust when you’re growing a business or diversifying into new areas. Customers George and Dan DeRuyter rely on our Sunnyside, Washington team to be a sounding board for the decisions they make. In the past 13 years the DeRuyters have expanded their dairy operation to milk more than 5,000 cows (10,900 total) and now grow almost 100 percent of their feed.
32 YEARS OF SERVICE
Customer George DeRuyter:
“Wise Founder”
George DeRuyter & Son Dairy
When customers want to know how their operation stacks up with others, they can count on honest, helpful perspectives from relationship managers like Craig Shindler. Craig is a trusted advisor. He helps customers get where they want to be without gambling the farm. He’ll ask just the right questions and gather the best information possible to help them position for the opportunities ahead. Petra Atilano is a no-nonsense woman with a great sense of humor. As a credit officer, she keeps everything and everyone on track. She finds the right products, analyzes the credit, and moves complex loans through the approval process. Customers have confidence when we say we’re going to get something done, Petra and the team will do it. Debbie Parker knows people. She has seen just about everything in her 32 years as a financial specialist. The team goes to Debbie with questions about different loan documents. She helps us brainstorm solutions for unique situations. If Debbie doesn’t have the answers to help our customers she definitely knows the people who do.
7
YEARS OF SERVICE
10
Petra Atilano:
“Multilingual Multi-tasker”
7
YEARS OF SERVICE
Craig Shindler: Relationship Manager - Assistant Vice President
“Trusted Advisor”
Customer Dan DeRuyter:
“Progressive Thinker” George DeRuyter & Son Dairy Doug Knox:
“Outdoor Enthusiast” Senior Appraiser
25 YEARS OF SERVICE
Information drives appraisals. The more an appraiser knows about properties sold and purchased the better they can determine real value. Doug Knox and our appraisal team have insights into hundreds of land sales. Customers depend on Doug to give them the objective information they need to make solid business decisions.
Credit Officer - Assistant Vice President
11
Erin Wells:
“Team Roper” Vice President Central Servicing
You need to wear your credit hat one moment and your marketing hat the next when you’re a regional vice president like Doug Robison. He helps our branch staff find the right fit between credit risk and business opportunity. In his loan approval role, Doug uses a strong credit philosophy. He knows there are opportunities and risks to take. So he works between the lines to find the best possible outcome for everyone.
13
YEARS OF SERVICE
8
YEARS OF SERVICE
Bill Perry deals in exceptions. Loans that exceed a certain size or risk category are sent to Bill and the prior approval team. He helps customers, one loan at a time. And he’s also bringing clarity and consistency to the way we underwrite credit. New automated processes give our people in the field more time to do their jobs and get to loan decisions quicker.
Bill Perry:
“Decision Driver” Vice President Credit
You don’t have to work here long to know change is constant. We’re always stretching to improve. That’s why we need mentors and trainers to share their knowledge and teach us the ropes. Norma Garcia-Park makes sure our processes are consistent. She teaches us how to put loan packages together for review and approval. She has a knack for seeing our unique skill sets and how we need to grow to reach our full potential.
Balancing and risk.
12
YEARS OF SERVICE
People have different philosophies about risk. Some are naturally
conservative. Others are more aggressive. That’s why clarity, consistency and finding common ground is so important when you’re underwriting credit. No one has a crystal ball. So, when our people make loan decisions, they do so with thousands of customers in mind who have entrusted us to be wise stewards of their capital. 12
Doug Robison:
“The Middle Man” Regional Vice President
Norma Garcia-Park:
“Team Builder” Assistant Vice President Operations
After a loan closes, Erin Wells’ group takes the reins. Some loan servicing actions are normal and routine, like monitoring taxes and insurance. Others require more attention, like requests to release collateral or re-amortize a loan. Erin knows odd things can happen after a loan closes, like construction projects that may not go exactly as planned. That’s why our people in central servicing need to be good problem solvers and creative thinkers.
9
YEARS OF SERVICE
13
Erin Wells:
“Team Roper” Vice President Central Servicing
You need to wear your credit hat one moment and your marketing hat the next when you’re a regional vice president like Doug Robison. He helps our branch staff find the right fit between credit risk and business opportunity. In his loan approval role, Doug uses a strong credit philosophy. He knows there are opportunities and risks to take. So he works between the lines to find the best possible outcome for everyone.
13
YEARS OF SERVICE
8
YEARS OF SERVICE
Bill Perry deals in exceptions. Loans that exceed a certain size or risk category are sent to Bill and the prior approval team. He helps customers, one loan at a time. And he’s also bringing clarity and consistency to the way we underwrite credit. New automated processes give our people in the field more time to do their jobs and get to loan decisions quicker.
Bill Perry:
“Decision Driver” Vice President Credit
You don’t have to work here long to know change is constant. We’re always stretching to improve. That’s why we need mentors and trainers to share their knowledge and teach us the ropes. Norma Garcia-Park makes sure our processes are consistent. She teaches us how to put loan packages together for review and approval. She has a knack for seeing our unique skill sets and how we need to grow to reach our full potential.
Balancing and risk.
12
YEARS OF SERVICE
People have different philosophies about risk. Some are naturally
conservative. Others are more aggressive. That’s why clarity, consistency and finding common ground is so important when you’re underwriting credit. No one has a crystal ball. So, when our people make loan decisions, they do so with thousands of customers in mind who have entrusted us to be wise stewards of their capital. 12
Doug Robison:
“The Middle Man” Regional Vice President
Norma Garcia-Park:
“Team Builder” Assistant Vice President Operations
After a loan closes, Erin Wells’ group takes the reins. Some loan servicing actions are normal and routine, like monitoring taxes and insurance. Others require more attention, like requests to release collateral or re-amortize a loan. Erin knows odd things can happen after a loan closes, like construction projects that may not go exactly as planned. That’s why our people in central servicing need to be good problem solvers and creative thinkers.
9
YEARS OF SERVICE
13
Kaylee Semprimoznik:
“Faithful Volunteer” Credit Underwriter
2
YEARS OF SERVICE
3
YEARS OF SERVICE
Elisa Wollweber:
“Harvest Semi-Driver” Insurance Specialist
Carol Signalness:
If you’re buying a house or a piece of equipment you need a loan decision quickly. Kaylee Semprimoznik and her team are ready to help. These experienced underwriters gather the information needed from our branches, make a decision to fund and promptly generate loan documents. Financing unique country home properties is their specialty.
“Trouble Shooter” Operations Officer
Crop insurance is a complicated business, especially when you’re dealing with complex federal programs. Elisa Wollweber’s team processes coverage for 45 different crops all with different rules and deadlines. We work with five different insurance companies, each with unique software systems and processes. In the event of a loss, you want these people on your team because detail and accuracy count. Sarah Bogart helps process large, complex, loans that are participated with other lenders. She works with attorneys, title companies, appraisers, and state and local agencies to put loan documents together. You need to be a great thinker with incredible attention to detail to do Sarah’s job. There’s always more than one way to structure a loan with so many moving parts. When Carol Signalness does her job, customers may not notice. But that’s the way it should be when you’re helping branch staff serve customers. Carol is one of our go-to people with loan accounting questions. If there’s a problem with receiving or disbursing funds, or other loan accounting issues, she helps fix it quickly. Carol never gets rattled, even when our stress levels are high. She always says there’s nothing that can’t be fixed and together we solve the issues.
5
YEARS OF SERVICE
37 YEARS OF SERVICE
Sarah Bogart:
“Detail Thinker” Senior Legal Assistant
Bottom-line and accountability.
It takes a lot of people
behind the scenes to make our business happen. We process thousands of loans and crop insurance policies. We carefully review complex documents to make sure we have everything right. If mistakes happen we fix them quickly. The customers we serve are our fellow employees in the branches. Accuracy and dependability count when you’re supporting the team.
14
15
Kaylee Semprimoznik:
“Faithful Volunteer” Credit Underwriter
2
YEARS OF SERVICE
3
YEARS OF SERVICE
Elisa Wollweber:
“Harvest Semi-Driver” Insurance Specialist
Carol Signalness:
If you’re buying a house or a piece of equipment you need a loan decision quickly. Kaylee Semprimoznik and her team are ready to help. These experienced underwriters gather the information needed from our branches, make a decision to fund and promptly generate loan documents. Financing unique country home properties is their specialty.
“Trouble Shooter” Operations Officer
Crop insurance is a complicated business, especially when you’re dealing with complex federal programs. Elisa Wollweber’s team processes coverage for 45 different crops all with different rules and deadlines. We work with five different insurance companies, each with unique software systems and processes. In the event of a loss, you want these people on your team because detail and accuracy count. Sarah Bogart helps process large, complex, loans that are participated with other lenders. She works with attorneys, title companies, appraisers, and state and local agencies to put loan documents together. You need to be a great thinker with incredible attention to detail to do Sarah’s job. There’s always more than one way to structure a loan with so many moving parts. When Carol Signalness does her job, customers may not notice. But that’s the way it should be when you’re helping branch staff serve customers. Carol is one of our go-to people with loan accounting questions. If there’s a problem with receiving or disbursing funds, or other loan accounting issues, she helps fix it quickly. Carol never gets rattled, even when our stress levels are high. She always says there’s nothing that can’t be fixed and together we solve the issues.
5
YEARS OF SERVICE
37 YEARS OF SERVICE
Sarah Bogart:
“Detail Thinker” Senior Legal Assistant
Bottom-line and accountability.
It takes a lot of people
behind the scenes to make our business happen. We process thousands of loans and crop insurance policies. We carefully review complex documents to make sure we have everything right. If mistakes happen we fix them quickly. The customers we serve are our fellow employees in the branches. Accuracy and dependability count when you’re supporting the team.
14
15
Our people serve a broad cross-section of agriculture. Sharing what we’ve learned from successful customers and industry experts helps all of us manage our business better. That’s where Matt Kloes comes in. He coordinates our Knowledge Center teams, a diverse group of experienced, front-line staff who work closely with customers in specific industries. Matt brings us together to learn from each other. And he helps us share our unique understanding of Northwest agriculture with the customers we serve. Customers who use our cash management services rely on Kelly Powell to help manage their day-to-day cash flow. With online tools, customers can sweep excess funds to and from different accounts to pay down their lines of credit or move money into a Future Payment Fund. With the sheer volume of daily activity, customers think of Kelly as a welcome extension to their in-house bookkeeping staff. Even with the best preparation, life events can take us by surprise. No one knows this better than Melissa Blumhagen. She has 12 years of insurance experience and helps our customers protect their finances in the event of a death or disability. She researches underwriting standards from 25 different companies to find the right policy at the best rate. And if the unexpected happens, Melissa will be there as your professional advisor, advocate and heart-felt friend. When you’re ready to build your dream home, chances are you’ll be working with Angela Rapier. She’ll make sure your building experience is smooth – framing, plumbing, electrical, drywall and everything in between. Angela keeps a tight grip on the building process and inspections before she’ll release funds to contractors. But, she has a great working relationship with them. Many are her brothers-in-arms who also served in the military. Dean Morrow and our credit team work closely with customers who are under financial stress for a variety of reasons. Dean’s goal is to help them create a plan to stay in business and repay their debts. Or in rare cases, allow them to gracefully exit the business and move on. Credit officers like Dean use compassion, honesty and a dogged pursuit of possibilities to help struggling customers get back on their feet and continue farming. 18
25 “Money Mover” Kelly Powell:
YEARS OF SERVICE
Senior Funds Management Specialist
5
YEARS OF SERVICE
2
Matt Kloes:
“World Traveler”
YEARS OF SERVICE
Angela Rapier:
“Navy Veteran” Construction Financial Specialist
Knowledge Center Coordinator
Dean Morrow:
“Adversity Strategist” Relationship Manager - Vice President
3
YEARS OF SERVICE
34 YEARS OF SERVICE
Melissa Blumhagen:
“Crisis Counselor” Insurance & Debt Protection Specialist
Maximizing our
COOPERATIVE value.
Customer relationships don’t end when the loan closes.
In fact, that’s when many of our jobs begin. We’re here to answer questions, solve problems, and make sure our customers’ plans are coming together the way they envisioned. We keep most loans in our own portfolio. No one can serve our customers better than the talented people who work here every day. 19
Our people serve a broad cross-section of agriculture. Sharing what we’ve learned from successful customers and industry experts helps all of us manage our business better. That’s where Matt Kloes comes in. He coordinates our Knowledge Center teams, a diverse group of experienced, front-line staff who work closely with customers in specific industries. Matt brings us together to learn from each other. And he helps us share our unique understanding of Northwest agriculture with the customers we serve. Customers who use our cash management services rely on Kelly Powell to help manage their day-to-day cash flow. With online tools, customers can sweep excess funds to and from different accounts to pay down their lines of credit or move money into a Future Payment Fund. With the sheer volume of daily activity, customers think of Kelly as a welcome extension to their in-house bookkeeping staff. Even with the best preparation, life events can take us by surprise. No one knows this better than Melissa Blumhagen. She has 12 years of insurance experience and helps our customers protect their finances in the event of a death or disability. She researches underwriting standards from 25 different companies to find the right policy at the best rate. And if the unexpected happens, Melissa will be there as your professional advisor, advocate and heart-felt friend. When you’re ready to build your dream home, chances are you’ll be working with Angela Rapier. She’ll make sure your building experience is smooth – framing, plumbing, electrical, drywall and everything in between. Angela keeps a tight grip on the building process and inspections before she’ll release funds to contractors. But, she has a great working relationship with them. Many are her brothers-in-arms who also served in the military. Dean Morrow and our credit team work closely with customers who are under financial stress for a variety of reasons. Dean’s goal is to help them create a plan to stay in business and repay their debts. Or in rare cases, allow them to gracefully exit the business and move on. Credit officers like Dean use compassion, honesty and a dogged pursuit of possibilities to help struggling customers get back on their feet and continue farming. 18
25 “Money Mover” Kelly Powell:
YEARS OF SERVICE
Senior Funds Management Specialist
5
YEARS OF SERVICE
2
Matt Kloes:
“World Traveler”
YEARS OF SERVICE
Angela Rapier:
“Navy Veteran” Construction Financial Specialist
Knowledge Center Coordinator
Dean Morrow:
“Adversity Strategist” Relationship Manager - Vice President
3
YEARS OF SERVICE
34 YEARS OF SERVICE
Melissa Blumhagen:
“Crisis Counselor” Insurance & Debt Protection Specialist
Maximizing our
COOPERATIVE value.
Customer relationships don’t end when the loan closes.
In fact, that’s when many of our jobs begin. We’re here to answer questions, solve problems, and make sure our customers’ plans are coming together the way they envisioned. We keep most loans in our own portfolio. No one can serve our customers better than the talented people who work here every day. 19
Our Purpose To improve the lives of our customers and employees, the communities where we work and raise our families, and the Northwest food and fiber industries that perform a vital role in the United States and around the world.
Our Brand Promise Northwest Farm Credit Services is your trusted source for financial solutions. No other lender understands agriculture better, and is more committed to its future and that of rural America.
Our Core Values Relationships We help rural communities prosper by serving one customer at a time. Knowing our customers and earning their trust is the foundation for all we do. Being a cooperative, owned and governed by our customers sets us apart. We value diversity in people and ideas. Our highly valued employees care, communicate well, and always strive to exceed customer expectations.
Integrity Our organization is built on the highest standards of integrity, ethical decision making, and sound internal controls.
Commitment We invest in customers, industries we serve, employees and rural communities. We provide effective business solutions that focus on long-term success. We know what it takes to overcome challenges and value financial stability and sound planning.
Knowledge Seeking, interpreting, and sharing knowledge about the industries we serve is part of what makes us unique. We invest in education for employees, directors and customers to meet changing marketplace needs.
20
Northwest FCS Local Advisors IDAHO Robert Ball Cody Bingham Jeff Blanksma, Jr. Adrian Boer Ray Carlson Bill Clayton Cade Crapo Ron Elkin Carl Ellsworth David Funk LeRoy Funk Brent Griffin John Hepton Jackie Hillman Brian Huettig Ken Koompin Karen Lustig Marty Lux Dan Mader Ray Matsuura Kyle Meyer Ron Mio Greg Moss Kirk Nickerson Jeff Pahl Lisa Patterson Erick Peterson David Rallison D. Brad Reed Nate Riggers Doug Ruff Royce Schwenkfelder Kirt Schwieder Scott Searle Todd Simmons Robert Swainston Ryan Telford Bernie Teunissen Dale Thomas Camellia Thurgood Justin Tindall Steven Toone James Udy Todd Webb Shawn Webster Berkley Wray
MONTANA Hamer Jerome Hammett Jerome Blackfoot Wilder St. Anthony Buhl Leadore Hansen Burley Rupert Nampa Hamer Hazelton American Falls Cottonwood Nezperce Genesee Blackfoot Rathdrum Fruitland Ketchum Howe Pocatello Heyburn Moscow Franklin Idaho Falls Nez Perce Aberdeen Cambridge Idaho Falls Shelley Terreton Preston Richfield Caldwell Gooding Nampa Bruneau Grace American Falls Declo Rexburg Blackfoot
Les Arthun Bill Bergin, Jr. Adam Billmayer Bart Bitz Keven Bradley Sandy Carey Tom Cheetham Calvin Danreuther Nels DeBruycker Vicki Eggebrecht Warren Flynn Conni French Joe Fretheim Beth Granger Greg Grove Chad Hansen Courtney Herzog Craig Henke Dale Hirsch Craig Iverson Tim Johnson Alan Klempel Paul Kronebusch Tim Lake Bill Lauckner, Jr. Kirk Montgomery Bryan Mussard Corie Mydland Tracy Mytty Tracey Pearce Shawn Rettig Scott Ruff Dave Sattoriva Nancy Schlepp Dennis Schmierer Kim Skinner Carmie Steffes Steve Swank Kurt Swanson Duane Talcott Dale Tarum Bob Taylor Miles Torske Carl Traeholt Brian Tutvedt Larry Tveit, Jr. Bruce Udelhoven Jeff Volf Mike Wallewein Steve Wood
OREGON Wilsall Melstone Hogeland Big Sandy Cut Bank Boulder Redstone Loma Choteau Malta Townsend Malta Shelby Great Falls Moccasin Dillon Rapelje Chester Kinsey Winnett Dutton Bloomfield Conrad Polson Nashua Rosebud Dillon Joliet Florence Twin Bridges Rudyard Custer Hingham Ringling Savage Hall Plevna Chinook Valier Hammond Richland Denton Hardin Wolf Point Kalispell Fairview Winifred Judith Gap Sunburst Sheridan
Monet Allen Roben Arnoldus Ed Bair Lori Baley Tim Bare Glenn Barrett John Boyer Greg Brink Ron Brown George Bussmann Warren Chamberlain Tim Dahle Dan Dawson Mike DeWall Susan Doverspike Rod Fessler Joe Finegan Bruce Ford Skip Gray Dennis Harmon Ron Hjort Gary Hull Matt Insko Kenneth Jensen Alan Keudell Mark Krautmann David Kunkel Leland Lage Dan C. Lewis Sharon Livingston Bill Martin Scott McClaran Ron Meyer Greg Myers David Neal Mary Olson Larry Parker Alan Parks Amy Doerfler Phelan Vikki Price John Reerslev Stephen Roth Shannon Rust Anna Sullivan Steve Walker
WASHINGTON Grenada, CA Cove Klamath Falls Malin Roseburg Bonanza Haines Joseph Milton-Freewater Sixes Vale The Dalles Roseburg Harrisburg Burns Madras Cornelius Hermiston Albany Grants Pass Oakland Lebanon LaGrande Vale Aumsville Salem Portland Hood River Gaston Mt. Vernon Rufus Joseph Talent Tillamook Tangent Monmouth Helix Silver Lake Aumsville Nyssa Junction City Brothers Echo Hereford Stanfield
Dave Allan Melissa Bedlington-Kleindel Jeff Bosma Russ Byerley Roger Canfield Mike Cobb Bill denHoed Richard DeRuwe Frank DeVries Scott Eschbach Patrick Escure Kevin Filbrun Stacy Gilmore Alan Groff Lori Hayles Jim Kile Cris Kincaid Jim Klaustermeyer Dave Klaveano Tristan Klesick Chris Kontos Steve Krupke David Lange Josh Lawrence Poppie Mantone Dan McKay Alan Mesman John Miller Pat Murphy Chuck Podlich Jeff Raap Sara Rolfs Derek Schafer Jeff Schilter Danielle Scrupps Ben Smith Jerry Smith Lori Stonecipher Mark Tudor Jake Wardenaar Andy Werkhoven
Yakima Lynden Outlook Touchet Olympia Ephrate Grandview Dayton Lynden Yakima Quincy Pasco Pasco Wenatchee Pasco St. John Pullman Othello Pomeroy Stanwood Walla Walla Reardan Colfax Royal City Lyle Almira Mt. Vernon Toledo Chehalis Orondo Ellensburg Wenatchee Ritzville Olympia Ritzville Sequim Benton City Walla Walla Grandview Royal City Monroe
21
Our Purpose To improve the lives of our customers and employees, the communities where we work and raise our families, and the Northwest food and fiber industries that perform a vital role in the United States and around the world.
Our Brand Promise Northwest Farm Credit Services is your trusted source for financial solutions. No other lender understands agriculture better, and is more committed to its future and that of rural America.
Our Core Values Relationships We help rural communities prosper by serving one customer at a time. Knowing our customers and earning their trust is the foundation for all we do. Being a cooperative, owned and governed by our customers sets us apart. We value diversity in people and ideas. Our highly valued employees care, communicate well, and always strive to exceed customer expectations.
Integrity Our organization is built on the highest standards of integrity, ethical decision making, and sound internal controls.
Commitment We invest in customers, industries we serve, employees and rural communities. We provide effective business solutions that focus on long-term success. We know what it takes to overcome challenges and value financial stability and sound planning.
Knowledge Seeking, interpreting, and sharing knowledge about the industries we serve is part of what makes us unique. We invest in education for employees, directors and customers to meet changing marketplace needs.
20
Northwest FCS Local Advisors IDAHO Robert Ball Cody Bingham Jeff Blanksma, Jr. Adrian Boer Ray Carlson Bill Clayton Cade Crapo Ron Elkin Carl Ellsworth David Funk LeRoy Funk Brent Griffin John Hepton Jackie Hillman Brian Huettig Ken Koompin Karen Lustig Marty Lux Dan Mader Ray Matsuura Kyle Meyer Ron Mio Greg Moss Kirk Nickerson Jeff Pahl Lisa Patterson Erick Peterson David Rallison D. Brad Reed Nate Riggers Doug Ruff Royce Schwenkfelder Kirt Schwieder Scott Searle Todd Simmons Robert Swainston Ryan Telford Bernie Teunissen Dale Thomas Camellia Thurgood Justin Tindall Steven Toone James Udy Todd Webb Shawn Webster Berkley Wray
MONTANA Hamer Jerome Hammett Jerome Blackfoot Wilder St. Anthony Buhl Leadore Hansen Burley Rupert Nampa Hamer Hazelton American Falls Cottonwood Nezperce Genesee Blackfoot Rathdrum Fruitland Ketchum Howe Pocatello Heyburn Moscow Franklin Idaho Falls Nez Perce Aberdeen Cambridge Idaho Falls Shelley Terreton Preston Richfield Caldwell Gooding Nampa Bruneau Grace American Falls Declo Rexburg Blackfoot
Les Arthun Bill Bergin, Jr. Adam Billmayer Bart Bitz Keven Bradley Sandy Carey Tom Cheetham Calvin Danreuther Nels DeBruycker Vicki Eggebrecht Warren Flynn Conni French Joe Fretheim Beth Granger Greg Grove Chad Hansen Courtney Herzog Craig Henke Dale Hirsch Craig Iverson Tim Johnson Alan Klempel Paul Kronebusch Tim Lake Bill Lauckner, Jr. Kirk Montgomery Bryan Mussard Corie Mydland Tracy Mytty Tracey Pearce Shawn Rettig Scott Ruff Dave Sattoriva Nancy Schlepp Dennis Schmierer Kim Skinner Carmie Steffes Steve Swank Kurt Swanson Duane Talcott Dale Tarum Bob Taylor Miles Torske Carl Traeholt Brian Tutvedt Larry Tveit, Jr. Bruce Udelhoven Jeff Volf Mike Wallewein Steve Wood
OREGON Wilsall Melstone Hogeland Big Sandy Cut Bank Boulder Redstone Loma Choteau Malta Townsend Malta Shelby Great Falls Moccasin Dillon Rapelje Chester Kinsey Winnett Dutton Bloomfield Conrad Polson Nashua Rosebud Dillon Joliet Florence Twin Bridges Rudyard Custer Hingham Ringling Savage Hall Plevna Chinook Valier Hammond Richland Denton Hardin Wolf Point Kalispell Fairview Winifred Judith Gap Sunburst Sheridan
Monet Allen Roben Arnoldus Ed Bair Lori Baley Tim Bare Glenn Barrett John Boyer Greg Brink Ron Brown George Bussmann Warren Chamberlain Tim Dahle Dan Dawson Mike DeWall Susan Doverspike Rod Fessler Joe Finegan Bruce Ford Skip Gray Dennis Harmon Ron Hjort Gary Hull Matt Insko Kenneth Jensen Alan Keudell Mark Krautmann David Kunkel Leland Lage Dan C. Lewis Sharon Livingston Bill Martin Scott McClaran Ron Meyer Greg Myers David Neal Mary Olson Larry Parker Alan Parks Amy Doerfler Phelan Vikki Price John Reerslev Stephen Roth Shannon Rust Anna Sullivan Steve Walker
WASHINGTON Grenada, CA Cove Klamath Falls Malin Roseburg Bonanza Haines Joseph Milton-Freewater Sixes Vale The Dalles Roseburg Harrisburg Burns Madras Cornelius Hermiston Albany Grants Pass Oakland Lebanon LaGrande Vale Aumsville Salem Portland Hood River Gaston Mt. Vernon Rufus Joseph Talent Tillamook Tangent Monmouth Helix Silver Lake Aumsville Nyssa Junction City Brothers Echo Hereford Stanfield
Dave Allan Melissa Bedlington-Kleindel Jeff Bosma Russ Byerley Roger Canfield Mike Cobb Bill denHoed Richard DeRuwe Frank DeVries Scott Eschbach Patrick Escure Kevin Filbrun Stacy Gilmore Alan Groff Lori Hayles Jim Kile Cris Kincaid Jim Klaustermeyer Dave Klaveano Tristan Klesick Chris Kontos Steve Krupke David Lange Josh Lawrence Poppie Mantone Dan McKay Alan Mesman John Miller Pat Murphy Chuck Podlich Jeff Raap Sara Rolfs Derek Schafer Jeff Schilter Danielle Scrupps Ben Smith Jerry Smith Lori Stonecipher Mark Tudor Jake Wardenaar Andy Werkhoven
Yakima Lynden Outlook Touchet Olympia Ephrate Grandview Dayton Lynden Yakima Quincy Pasco Pasco Wenatchee Pasco St. John Pullman Othello Pomeroy Stanwood Walla Walla Reardan Colfax Royal City Lyle Almira Mt. Vernon Toledo Chehalis Orondo Ellensburg Wenatchee Ritzville Olympia Ritzville Sequim Benton City Walla Walla Grandview Royal City Monroe
21
Northwest FCS Office Locations Northwest FCS Headquarters 1700 S. Assembly Street Spokane, Washington 99220 (509) 340-5300
IDAHO
MONTANA
OREGON
WASHINGTON
73 Fort Hall Avenue, Suite A American Falls, ID 83211 208-226-1340
Tech Plaza, Building 1, Suite 300 3490 Gable Road Billings, MT 59108 406-651-1670
3370 10th Street, Suite B Baker City, OR 97814 541-524-2920
265 East George Hopper Road Burlington, WA 98233 360-707-2353
2345 NW Amberbrook Drive, Suite 100 Beaverton, OR 97006 503-844-7920
629 South Market Boulevard Chehalis, WA 98532 360-767-1100
650 E Pine, Suite 106A Central Point, OR 97502 541-665-6100
224 North Main Street Colfax, WA 99111 509-397-2840
2911 Tennyson Avenue, Suite 301 Eugene, OR 97408 541-685-6140
667 Grant Road, Suite 1 East Wenatchee, WA 98802 509-665-2160
300 Klamath Avenue, Suite 200 Klamath Falls, OR 97601 541-850-7500
1501 East Yonezawa Blvd Moses Lake, WA 98837 509-764-2700
308 SE 10th Street Ontario, OR 97914 541-823-2660
9530 Bedford Street Pasco, WA 99301 509-542-3720
12 Southwest Nye Pendleton, OR 97801 541-278-3300
201 W Broadway Avenue, Suite B Ritzville, WA 99169 509-659-1105
3113 S Highway 97, Suite 100 Redmond, OR 97756 541-504-3500
1900 West Nickerson Street, Ste 215 Seattle, WA 98119 206-691-2000
2222 NW Kline Street Roseburg, OR 97471 541-464-6700
1515 S Technology Blvd, Suite B Spokane, WA 99224 509-340-5600
650 Hawthorn Avenue SE, Suite 210 Salem, OR 97309-9831 503-373-3000
2735 Allen Road Sunnyside, WA 98944 509-836-3080
3591 Klindt Drive, Suite 110 The Dalles, OR 97058 541-298-3400
1 West Pine Walla Walla, WA 99362 509-525-2400
370 North Meridian Street, Suite A Blackfoot, ID 83221 208-782-3800 1408 Pomerelle Avenue, Suite B Burley, ID 83318-2064 208-678-6650 501 King Street Cottonwood, ID 83522 208-962-2280 2225 West Broadway, Suite A Idaho Falls, ID 83402 208-552-2300 2631 Nez Perce Drive, Suite 201 Lewiston, ID 83501 208-799-4800 16034 Equine Drive Nampa, ID 83687 208-468-1600 102 North State, Suite 2 Preston, ID 83263 208-852-2145 1036 Erikson Drive Rexburg, ID 83440 208-656-2100 815 North College Road Twin Falls, ID 83303 208-732-1000 139 River Vista Place, Suite 201 Twin Falls, ID 83301 208-732-1000
1001 West Oak, Farm Credit Building, Suite 200 Bozeman, MT 59772 406-556-7300 519 South Main Conrad, MT 59425 406-278-4600 38 A South Central Avenue Cut Bank, MT 59427 406-873-9070 134 East Reeder Street Dillon, MT 59725 406-683-1200 501 First Avenue South Glasgow, MT 59230 406-228-3900 700 River Drive South Great Falls, MT 59405 406-268-2200 1705 Hwy 2 NW, Suite A Havre, MT 59501 406-265-7878 120 Wunderlin Street, Suite 6 Lewistown, MT 59457 406-538-7737 502 South Haynes Miles City, MT 59301 406-233-3100 3021 Palmer Street, Suite B Missoula, MT 59808 406-532-4900 123 North Central Avenue Sidney, MT 59270 406-433-3920
22
1360 North 16th Avenue Yakima, WA 98902 509-225-3200
2012 NORTHWEST FARM CREDIT SERVICES, ACA Annual Report to Stockholders
2012 ANNUAL REPORT
23
NORTHWEST FARM CREDIT SERVICES, ACA
The undersigned certify the 2012 Annual Report to Stockholders has been prepared in accordance
REPORT OF MANAGEMENT
with all applicable statutory or regulatory requirements and the information contained herein is true, accurate, and complete to the best of our knowledge.
The financial statements of Northwest Farm Credit Services, ACA and its wholly owned subsidiaries (Northwest FCS) are prepared by management, who is responsible for their integrity and objectivity, including amounts necessarily based on judgments and estimates. The financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, and, in the opinion of management, fairly present the financial condition
Phil DiPofi
Tom Nakano
Kevin Riel
of Northwest FCS. Other financial information included in the 2012 Annual Report to Stockholders
President and CEO
Executive VP-CFO
Chair of the Board
is consistent with that in the financial statements.
March 1, 2013
March 1, 2013
March 1, 2013
To meet its responsibility for reliable financial information, management depends on Northwest FCS’ accounting and internal control systems, which have been designed to provide reasonable, but not absolute, assurances that assets are safeguarded and transactions are properly authorized and recorded. The systems have been designed to recognize the cost must be related to the benefits derived. To monitor compliance, the Internal Audit staff performs audits of the accounting records, reviews accounting systems and internal controls, and recommends improvements as appropriate. The financial statements are audited by PricewaterhouseCoopers LLP, independent auditors, who, as part of the audit process, also conduct an audit of internal controls to obtain a sufficient understanding of the internal control structure in order to establish a basis for reliance thereon in determining the nature, extent, and timing of procedures applied to the audit of the financial statements. Northwest FCS is also examined by the Farm Credit Administration. The Chief Executive Officer, as delegated by the Northwest FCS Board of Directors, has overall responsibility for Northwest FCS’ system of internal controls and financial reporting. The Board has delegated significant responsibility to the Audit Committee, which is comprised entirely of directors who are independent of Northwest FCS’ management. The Audit Committee is responsible for recommending to the Board the selection of independent auditors. It meets periodically with management, the independent auditors, and the internal auditors to ensure they are carrying out their responsibilities. The Audit Committee is also responsible for performing an oversight role by reviewing and monitoring the financial, accounting, and auditing procedures of Northwest FCS in addition to reviewing Northwest FCS’ financial reports. The independent auditors and the internal auditors have full and free access to the Audit Committee, with or without the presence of management, to discuss the adequacy of the internal control structure for financial reporting and any other matters they believe should be brought to the attention of the committee.
24
NORTHWEST FCS
NORTHWEST FARM CREDIT SERVICES, ACA
Northwest FCS’ independent auditors, PricewaterhouseCoopers LLP, who audit Northwest FCS’
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
consolidated financial statements, have issued a report on the effectiveness of internal control over financial reporting. See Report of Independent Auditors.
Management of Northwest FCS is responsible for establishing and maintaining adequate internal control over financial reporting for Northwest FCS’ consolidated financial statements. For purposes
Phil DiPofi
Tom Nakano
Kevin Riel
of this report, “internal control over financial reporting” is defined as a process designed by or
President and CEO
Executive VP-CFO
Chair of the Board
under the supervision of Northwest FCS’ principal executives and principal financial officers, or
March 1, 2013
March 1, 2013
March 1, 2013
persons performing similar functions, and effected by its board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting information and the preparation of the consolidated financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of Northwest FCS, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial information in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures are being made only in accordance with authorizations of management and directors of Northwest FCS, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Northwest FCS’ assets that could have a material effect on its consolidated financial statements. Northwest FCS’ management has completed an assessment of the effectiveness of internal control over financial reporting as of December 31, 2012. In making the assessment, management used the framework in Internal Control—Integrated Framework, promulgated by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the “COSO” criteria. Based on the assessment performed, Northwest FCS concluded that as of December 31, 2012, the internal control over financial reporting was effective. Additionally, based on this assessment, Northwest FCS determined there were no material weaknesses in the internal control over financial reporting as of December 31, 2012.
2012 ANNUAL REPORT
25
NORTHWEST FARM CREDIT SERVICES, ACA
Based on the foregoing review and discussions, and relying thereon, the Audit Committee
REPORT OF AUDIT COMMITTEE
recommended the Board of Directors include the audited financial statements in the annual report as of and for the year ended December 31, 2012.
The Audit Committee is composed of six members of the Northwest FCS Board of Directors. In 2012, the Audit Committee met five times in person and participated in several conference calls. The Audit Committee oversees the scope of Northwest FCS’ internal audit program, the independence of the outside auditors, the adequacy of Northwest FCS’ system of internal controls and procedures, and the adequacy of management’s action with respect to recommendations arising from those auditing activities. In addition, the Audit Committee approved the appointment of PricewaterhouseCoopers LLP (PwC) as our independent auditors for 2012. The Audit Committee’s responsibilities are described more fully in the Internal Controls Policy and the Audit Committee Operating Statement. Management is responsible for internal controls and the preparation of the financial statements in accordance with accounting principles generally accepted in the United States of America. PwC is responsible for performing an independent audit of the financial statements in accordance with generally accepted auditing standards in the United States of America and for issuing its report based on the audit. The Audit Committee’s responsibilities include monitoring and overseeing these processes. In this context, the Audit Committee reviewed and discussed the audited financial statements for the year ended December 31, 2012, with management. The Audit Committee also reviewed with PwC the matters required to be discussed by Statement on Auditing Standards No. 114, as amended (Communication with Audit Committees), and both PwC and the internal auditors directly provided reports on significant matters to the Audit Committee. The Audit Committee received the written disclosures and the letter from PwC in accordance with Independence Standards Board Standard No. 1 (Independence Discussion with Audit Committees), and discussed with PwC its independence. The Audit Committee requires prior approval of all nonaudit services provided by PwC. In 2012, PwC was not engaged for non-audit services. The Audit Committee has discussed with management and PwC such other matters and received such assurances from them as the Audit Committee deemed appropriate.
26
NORTHWEST FCS
Christy Burmeister-Smith Chair of the Audit Committee March 1, 2013 Shawn Walters Herb Karst Dave Hedlin John Helle Karen Schott
2012 ANNUAL REPORT
27
NORTHWEST FARM CREDIT SERVICES, ACA
in estimates underlying the allowance for credit losses; economic conditions and credit
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
performance of the loan portfolio, growth and seasonal factors; tax reform; the effect of banking
The following discussion summarizes the financial position and results of operations of Northwest
Business Overview
Farm Credit Services, an Agricultural Credit Association, and its wholly-owned subsidiaries (collectively referred to as Northwest FCS) for the year ended December 31, 2012. Comparisons with prior years are included. The commentary should be read in conjunction with the accompanying financial statements and footnotes. The financial statements were prepared under the oversight of the Audit Committee. Our quarterly and annual reports to shareholders may be obtained free of charge on our website, www.northwestfcs.com or upon request at Northwest Farm Credit Services, ACA, P.O. Box 2515, Spokane, Washington 99220-2515 or contacting by telephone at (509) 340-5300 or toll free (800) 743-2125. Dollar amounts are in thousands unless otherwise stated.
Forward-Looking Statements Certain statements contained in this report that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Our actual results may differ materially from those included in the forward-looking statements that relate to plans, projections, expectations, and intentions. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “plan,” “project,” “may,” “will,” “should,” “would,” “could” or similar expressions. Although we believe the information expressed or implied in such forward-looking statements is reasonable, no assurance can be given that such projections and expectations will be realized or the extent to which a particular plan, projection, or expectation may be realized. These forward-looking statements are based on current knowledge and are subject to various risks and uncertainties, including, but not limited to: fluctuations in the agricultural, energy, international and leasing industry sectors; weather, disease, and other adverse climatic or biological conditions that impact agricultural productivity and income; United States and global economic conditions; sovereign or regulatory actions; the level of interest rates; changes in assumptions underlying the valuations of financial instruments; changes
28
NORTHWEST FCS
and financial services reforms; possible amendments to, and interpretations of, risk-based capital guidelines and reporting instructions; the ability of states to adopt more extensive consumer privacy protections through legislation or regulation; the resolution of legal proceedings and related matters; and nonperformance by counterparties to derivative positions.
Farm Credit System Structure and Mission As of December 31, 2012, we are one of 82 associations in the Farm Credit System (System), which was created by Congress in 1916 and has served agricultural producers for more than 95 years. The System’s mission is to provide sound and dependable credit to American farmers, ranchers, and producers or harvesters of aquatic products and farm-related businesses through a member-owned cooperative system. This is done by making loans and providing financial services. Through its commitment and dedication to agriculture, the System continues to have the largest portfolio of agricultural loans of any lender in the United States. The Farm Credit Administration (FCA) is the System’s independent safety and soundness federal regulator and was established to supervise, examine and regulate System institutions. Our Structure and Focus As a cooperative, we are owned by the members we serve. The territory we serve extends across a diverse agricultural region consisting primarily of Washington, Idaho, Oregon, Montana and Alaska. We make long-term real estate mortgage loans to farmers, ranchers, rural residents, and agribusinesses and production and intermediate-term loans for agricultural production or operating purposes. Additionally, we provide related services to our customers, such as credit life insurance, multi-peril crop and crop hail insurance and business management services. Our success begins with our extensive agricultural experience and knowledge of the market and is dependent on the level of satisfaction we provide our customers. As part of the System, we obtain the funding for our lending and operations from CoBank, ACB (CoBank), which is one of the four Farm Credit System Banks. CoBank is a cooperative of which we are a member. CoBank, its related associations, and AgVantis Inc. (AgVantis) a technology service corporation, are referred to as the District. Effective January 1, 2012, U.S. AgBank, FCB merged with CoBank, FCB, a wholly owned subsidiary of CoBank, ACB. The merger did not impact the financial position or presentation of financial information for Northwest FCS.
We, along with the customers’ investment in our association are materially affected by CoBank’s
Strong yields and markets created an outstanding year for most wheat producers. Eastern and
financial condition and results of operations. The CoBank quarterly and annual reports are
southern Montana were exceptions, where drought reduced yields. Wheat markets face varying
available free of charge by accessing CoBank’s website, www.cobank.com, or may be obtained at
influences, supported by a drought-stricken crop in the U.S. southern and central plains, but
no charge by contacting us. Annual reports are available within 75 days after year end and
pressured by ample wheat supplies and projections for increased wheat acres in 2013.
quarterly reports are available within 40 days after the calendar quarter end.
Sugar beet and onion growers were also profitable, while potato producers’ margins were profitable on contracted potatoes. While contract potato prices are profitable, prices for potatoes
2012 Financial Highlights
sold in the open market are below producers’ breakeven points. Sugar prices are expected to
The year ended December 31, 2012 reflected positive financial performance. Record earnings and
moderate from recent highs, limited by higher global production and rising ending stocks.
a strong capital position allowed us to declare a cash patronage distribution of $55.2 million representing a return of approximately 75 basis points for the majority of our eligible customers
Hay prices were strong, bolstered by tight supplies and strong exports. Despite increased costs for
based on their average 2012 loan balances. Other highlights include:
rent, fertilizer, fuel and other inputs, hay growers were profitable in 2012. Strong hay, corn and soybean prices, matched with volatile milk markets, resulted in inconsistent financial results for
•
Net income for the year was $187.3 million, up 17.7 percent from 2011. This increase was
dairies in 2012. Fourth quarter beef cattle markets were relatively strong following a turbulent
driven by a rise in net interest income over 2011, achieved largely from loan growth and
third quarter. Tight supplies continue to favor cow/calf producers, but limit gains for stockers and
lower funding costs, and a reduced provision for credit loss expense when compared to the
feeders.
prior year. In addition, we received an $11.2 million refund in 2012 for premiums previously paid to the Farm Credit System Insurance Corporation. •
Capital levels remained strong and well in excess of regulatory minimums. As of December 31, 2012, our members’ equity totaled approximately $1.6 billion, and our permanent capital ratio was 13.4 percent.
•
Our loan portfolio volume increased in 2012, with an ending gross loan and accrued interest balance of $9.1 billion, an increase of 6.2 percent.
•
Credit quality improved in 2012 as compared to 2011, and we anticipate this positive trend to continue. Producers in certain industries struggled in 2012 with drought, lower commodity prices and the overall U.S. economic environment, resulting in required allowance for loan losses. However, the majority of our customers remained strong and well positioned entering 2013.
Favorable fall weather extended apple and pear harvests and minimized disruptions related to labor supply constraints. The Northwest 2012/2013 fresh apple crop is 18.6 percent above the previous record set in 2009/2010. However, short Northern Hemisphere apple supplies due to poor crops in Michigan and the northeastern U.S. are driving market prices above historic seasonal levels. Pear markets are supported by a smaller crop and good overall quality. Cherry growers’ bottom lines are less favorable. Although producers with strong tonnage, minimal cost and largesized, quality fruit experienced good returns, some producers struggled to break even. Favorable weather in Washington and Oregon resulted in a record Washington wine grape harvest and exceptional quality in Oregon. Wine grape and wine prices are strong, supported by a slight decline in global acreage and increasing wine consumption. An improving domestic economy is boosting nursery and greenhouse operators’ and forest products producers’ profits. Most nursery and greenhouse operators were profitable in 2012.
Commodity Review and Outlook
Bookings are up significantly for spring 2013 shipments and supply shortages are creating
The Northwest agricultural industry remains strong, supported by producers’ financial strength and
increased sales opportunities. Higher domestic lumber demand increased U.S. lumber production
favorable markets. Exceptions include continued volatility in dairy markets and low open market
and imports during the second half of 2012. Log prices remained at or below 2011 prices for most
potato prices.
of the year, increasing mills’ operating margins. However, log costs are expected to increase in 2013.
2012 ANNUAL REPORT
29
For more information on our industries served visit the Northwest FCS Knowledge Center at
Loan concentration by state as of December 31 was as follows:
www.northwestfcs.com.
Loan Portfolio Total loans and accrued interest outstanding were $9.1 billion at December 31, 2012, an increase of $525.9 million, or 6.2 percent from the December 31, 2011 balance of $8.5 billion. During 2011, total loans and accrued interest increased $29.8 million or 0.3 percent, from $8.5 billion at December 31, 2010. In 2012, our growth came primarily from existing customer expansion in land and capital
Gross loans, impaired loans and related accrued interest for the past three years are presented in
improvements, whereas during 2010 and 2011, our customer base remained fairly conservative in
the following table:
terms of expansion. In addition, there had been above average profitability in many of the core commodities, which allowed many producers to reduce reliance on operating funding in 2010/2011. Loans and accrued interest by type are as follows:
Overall high risk loans and interest decreased $72,649, or 24.5 percent, during the year ended December 31, 2012 as compared to December 31, 2011. The majority of this decrease related to nonaccrual loans, which decreased $73,029 or 30 percent, as compared with December 31, 2011, primarily due to an improvement in the credit quality of loans to borrowers in certain agricultural sectors. The following table reflects activity within the nonaccrual loan portfolio: Real estate mortgage loans increased by $256,715, or 6.8 percent, during the year ended December 31, 2012 as compared to December 31, 2011. Energy loans increased $125,760, or 121.6 percent, as compared to December 31, 2011.
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As of December 31, 2012, nonaccrual loans that were current as to principal and interest
comprised of those agricultural sectors that continue to be impacted by volatility in commodity and
installments totaled $125,206 representing 73.5 percent of the nonaccrual loan portfolio compared
input prices, such as dairy, as well as those industries, such as nursery, that are impacted by the
to $178,550 representing 73.4 percent of the nonaccrual loan portfolio at December 31, 2011, and
overall downturn in the U.S. economy. Coverage of the ALL, as a percentage of certain key loan
$204,702 representing 74.2 percent of the nonaccrual loan portfolio at December 31, 2010.
categories, is presented in the following table:
Additional loan information is in Note 3 to the Consolidated Financial Statements, Loans and Allowance for Loan Losses.
Allowance for Credit Losses The allowance for credit losses is comprised of the allowance for loan losses (ALL) and the reserve for unfunded lending commitments. The allowance for credit losses is our best estimate of the amount of probable losses inherent in our loan portfolio at the balance sheet date. The allowance for credit losses is determined based on a periodic evaluation of the loan portfolio and unfunded lending commitments, which generally considers types of loans, credit quality, specific industry conditions, general economic and political conditions, and changes in the character, composition,
Results of Operations Our net income for the year ended December 31, 2012, was $187,255, compared to $159,156 for 2011 and $150,064 for 2010. The following table provides detail of changes in the components of our net income:
and performance of the portfolio, among other factors. The allowance for credit losses is calculated based on a historical loss model that takes into consideration risk characteristics of our various loan portfolios. We evaluate the reasonableness of this model and determine whether adjustments to the allowance are appropriate to reflect the risks inherent in the portfolio. Individual loans are evaluated based on the borrower’s overall financial condition, resources, and payment record; the prospects for support from any financially responsible guarantor; and, if appropriate, the estimated net realizable value of any collateral. The allowance for loan losses attributable to these loans is established by a process that estimates the probable loss inherent in the loans, taking into account various historical and projected factors, internal risk ratings, regulatory oversight, geographic, industry and other factors. We maintain a contingency loss on unfunded commitments. The contingency loss reflects our best estimate of losses inherent in lending commitments made to customers but not yet disbursed. Factors such as the likelihood of disbursements and the likelihood of losses given disbursement are utilized in determining this contingency. This reserve is reported within other liabilities on the Consolidated Balance Sheet and totaled $12,000 at December 31, 2012 and 2011 and $7,000 at December 31, 2010. The ALL reserves at December 31, 2012, 2011, and 2010 totaled $128,000, $126,500, and $111,000, respectively. Specific loan loss reserves at December 31, 2012, 2011, and 2010 totaled $47,971, $31,679, and $32,380, respectively. At December 31, 2012, this reserve is primarily
Net Interest Income: Net interest income was $6,472 higher in 2012 compared to 2011 primarily due to an increase in average loan volume, increased income from nonaccrual loans and a decrease in the cost of funds. The cost of funds was impacted by the composition of the balance sheet and the amount of equity available to fund loan volume. These items were partially offset by a decrease in loan spread caused in part by greater prepayment expense, competitive pressures, and lower interest rates. Net interest income was $13,862 higher in 2011 compared to 2010 primarily due to improved spread resulting from decreased funding costs. The improvement in spread resulted from callable debt being called and replaced at lower interest rate levels, as well as some floating rate debt repricing at a lower rate of interest. To a lesser extent, the change in net interest income was also impacted by the composition of the balance sheet and the amount of equity available for funding loan volume, which was influenced by decreased loan demand in 2011. Influences on net interest income from changes in effective rates on, and volume of, interestearning assets and interest-bearing liabilities between the years ended December 31, 2012, and
2012 ANNUAL REPORT
31
2011, and between the years ended December 31, 2011, and 2010, are presented in the following
the Insurance Corporation evaluates the insurance premium assessment rate for Farm Credit
table:
System banks and may refund excess amounts. The Insurance Fund ended 2011 above the secure base amount, and consequently in the second quarter of 2012, the Insurance Corporation distributed to Farm Credit entities the excess amount. No similar refunds were received in 2011 and $9,312 of similar refunds were received in 2010. These refunds are recorded in Other income on the Consolidated Statement of Income. Financially related services increased $2,336, or 17.6 percent as compared to 2011 related mainly to $2,147 received from profit sharing with insurance companies from the 2011 crop year. Operating expense: In 2012, operating expenses increased by $9,000 when compared to 2011. The change is related mainly to salaries and benefits which increased $10,620 as compared to the prior year. Salaries and benefits include normal annual salary increases, increased incentive
Information regarding the average daily balances and average rates earned and paid on our
expenses for anticipated payouts related to 2012 performance and increased recognized expense
portfolio during 2012, 2011, and 2010 are presented in the following table:
related to the defined benefit plan. This increase was partially offset by a decrease in Other operating expense of $2,008 when compared to 2011. This decrease is attributed to higher deferred loan origination costs and a decline in credit enhancement premiums as compared to the prior year. Other operating expense also includes an additional $1,000 related to a previously existing contingent liability related to revenue taxes. Decreases in operating expenses were in occupancy and equipment and insurance fund premiums. Operating expenses increased by $4,464 in 2011 compared to 2010. Factors contributing to this increase when compared to the previous year were increases in purchased services, occupancy and equipment, salaries, and other expenses. Purchased services were higher than the previous year primarily due to a one-time retention payment made to the former CEO to assist with the transition in 2011, as well as technology related initiatives and services provided by Farm Credit
Provision for credit losses: In recent years, our charge-offs, nonaccrual loans, and adverse loans have been higher than our historical averages. Borrower distress led to higher allowance levels and provisions for credit losses had a material impact to net income. The larger provision for credit losses the past three years were due to the challenges facing certain agricultural sectors, primarily dairy producers and nurseries. Charge-offs net of recoveries totaled $28,990, $26,841, and $48,056 in 2012, 2011, and 2010, respectively. Noninterest income: The increase in noninterest income of $15,037 in 2012 when compared to 2011 was primarily due to $11,238 in refunds received in 2012 from the Farm Credit System Insurance Corporation (Insurance Corporation) related to the Farm Credit Insurance Fund (Insurance Fund). As described in Note 1 to the Consolidated Financial Statements, Organization and Operations, when the Insurance Fund exceeds the statutory 2 percent secure base amount,
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NORTHWEST FCS
Financial Partners, Inc. Salaries were higher due to normal annual salary increases, one-time payments to selected individuals and retiring senior management, and greater than anticipated payouts related to 2010 performance. These expenses were offset by a decrease in employee benefits due primarily to a decrease in amortization of past actuarial plan losses on the defined benefit plan. Other operating expense increased over the prior year due primarily to a contingent liability of $2,000 related to revenue taxes. Other noninterest expense: Other noninterest expense decreased $1,882 in 2012 when compared to 2011. The majority of this decrease was attributed to losses related to other property owned which were smaller in 2012 than 2011. In 2011, carrying values were reduced on several assets held in other property owned and losses were recognized on properties sold throughout the year. In 2010, no significant carrying value adjustments were recorded.
Provision for income taxes: Income tax expense was $3,143 higher than in the previous year.
relatively stable market value of equity over the long term. Mismatches and exposure in interest
The effective tax rate was 4.8 percent for the year ended December 31, 2012 as compared to 3.8
rate repricing and indices of assets and liabilities can arise from product structures, customer
percent for 2011. Contributing to the increase was a $1.0 million uncertain tax position recorded in
activity, capital re-investment, and liability management. While we actively manage interest rate
the year ended December 31, 2012 related to a state tax position. The remaining increase in taxes
risk within the policy limits approved by the Board of Directors through the strategies established
is primarily related to non-patronage sourced income from our taxable entity. The tax expense in
by the Asset/Liability Committee (ALCO), there is no assurance that these mismatches and
2011 increased $3,064 as compared to 2010 primarily due to increased non-patronage sourced
exposures will not adversely impact our earnings and capital. Our overall objective is to develop
income from our taxable entity and adjustments to our net deferred tax asset.
appropriately priced and structured loan products for our customers’ benefit and fund these
Liquidity and Funding Sources
products with a blend of equity and debt obligations.
The primary source of our liquidity and funding is a direct loan from CoBank which is reported as
The interest rate gap analysis shown in the following table presents a comparison of interest-
Note Payable to CoBank, ACB on the Consolidated Balance Sheet. As described in Note 7 to the
earning assets and interest-bearing liabilities in defined time segments at December 31, 2012. The
Consolidated Financial Statements, Note Payable to CoBank, ACB, this direct loan is governed by a
interest rate gap analysis is a static indicator for how we are positioned by comparing the amount
General Financing Agreement (GFA) and is collateralized by a pledge of substantially all of our
of our assets and liabilities that reprice at various time periods in the future. The value of this
assets and is also subject to regulatory borrowing limits. The GFA includes financial and credit
analysis can be limited given other factors such as the differences between interest rate indices on
metrics that if not maintained can result in increases to our funding costs. The GFA also requires
loans and the underlying funding, the relative changes in the levels of interest rates over time, and
us to comply with FCA regulations regarding liquidity. To meet this requirement, we are allocated a
optionality included in loans and the respective funding that can impact future earnings and
share of CoBank’s liquid assets. We are currently in compliance with the GFA and do not foresee
market value.
significant issues with obtaining funding or maintaining liquidity. We plan to continue to fund lending operations primarily through the utilization of our borrowing relationship with CoBank and retained earnings. CoBank’s primary source of funds is the ability to issue Systemwide Debt Securities to investors through the Federal Farm Credit Bank Funding Corporation. This access has traditionally provided a dependable source of competitively priced debt that is critical for supporting our mission of providing credit to agriculture and rural America. Although financial markets experienced significant volatility in the last few years, we were able to obtain sufficient funding to meet the needs of our customers. We have a secondary source of liquidity and funding through an uncommitted Federal Funds line of credit with Wells Fargo. The amount available through this line is $75,000 and is intended to provide liquidity for disaster recovery or other emergency situations. At December 31, 2012, no balance was outstanding on this line of credit.
Asset/Liability Management In the normal course of lending activities, we are subject to interest rate risk. Our asset/liability management objective is monitored and managed within interest rate risk limits designed to target reasonable stability in net interest income over an intermediate planning horizon and to preserve a
2012 ANNUAL REPORT
33
Northwest FCS’ repricing gap as of December 31, 2012 is characterized as slightly asset sensitive.
using credit default swaps and other transactions. These transactions protect us against credit
An asset sensitive position is favorable to the association in a rising rate environment and is less
losses and enhance our capital ratios. These transactions amortize down so financial benefits
favorable when interest rates are declining. Given some of the inherent weaknesses with interest
diminish over time.
rate gap analysis, simulation models are used to develop additional interest rate sensitivity measures and estimates. The assumptions used to produce anticipated results are periodically
For the year ended December 31, 2012, total members’ equity increased $127,371 or 8.9 percent
reviewed and models are tested to help ensure reasonable performance. Various simulations are
from December 31, 2011. The increase in members’ equity was primarily due to earnings of
produced for net interest income and the market value of equity. These simulations help us assess
$187,255 partially offset by patronage payable of $55,245 and an increase in accumulated other
interest rate risk and make adjustments as needed to our products and related funding strategies.
comprehensive loss of $4,716.
Our interest rate risk management board policy establishes limits for changes in net interest
As displayed in the following table, at December 31, 2012, 2011, and 2010, we exceeded the
income and market value of equity sensitivities. These limits are measured and reviewed by the
minimum regulatory requirements, which are noted parenthetically:
ALCO monthly and reported to the Board of Directors at least quarterly. The Board policy limits for net interest income and the market value of equity are a negative 15 percent change given parallel and instantaneous shocks of interest rates up and down 2 percent. If the three-month Treasury bill interest rate is less than 4 percent, then the downward shock is equal to one-half of the threemonth Treasury rate. The general financing agreement with CoBank also uses these simulation results to assess our interest rate risk position and whether corrective action is necessary.
Management is not aware of any reasons why our regulatory capital requirements would not be met in 2013. See Note 8 to the Consolidated Financial Statements, Members’ Equity for further discussions of these regulatory ratios. The upward and downward shocks reflected in the above table are based on parallel and
NORTHWEST FARM CREDIT SERVICES, ACA
instantaneous interest rate movements of 1 and 2 percent. Due to extremely low short-term interest rates in 2012, the 1 and 2 percent parallel and instantaneous downward shock scenarios cannot be obtained. The downward interest rate shock in the preceding table was near zero. As of December 31, 2012, all interest rate risk-related measures were within Board policy limits, general financing agreement requirements, and management guidelines.
Members’ Equity We have a capitalization objective to build and retain adequate members’ equity for our continued financial viability and to provide for growth necessary to competitively meet the needs of our customers. In assessing the amount of capital needed, we take into account credit risk, funding and interest rate risks, contingent and off-balance sheet liabilities and other conditions warranting additional capital. As part of our capitalization plan we evaluate the financial benefits and costs of
34
NORTHWEST FCS
Phil DiPofi
Tom Nakano
Kevin Riel
President and CEO
Executive VP-CFO
Chair of the Board
March 1, 2013
March 1, 2013
March 1, 2013
NORTHWEST FARM CREDIT SERVICES, ACA
procedures as we considered necessary in the circumstances. We believe that our audits
REPORT OF INDEPENDENT AUDITORS
provide a reasonable basis for our opinions. An Association’s internal control over financial reporting is a process effected by those
To the Board of Directors and Stockholders of Northwest Farm Credit Services
charged with governance, management and other personnel, designed to provide reasonable assurance regarding the preparation of reliable financial statements in accordance with accounting principles generally accepted in the United States of America. An Association's
In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of income, comprehensive income (loss), changes in members’ equity and cash flows present fairly, in all material respects, the financial position of Northwest Farm Credit Services, ACA and its subsidiaries (the Association) at December 31, 2012, 2011 and 2010, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Association maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Association’s
internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Association; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Association are being made only in accordance with authorizations of management and those charged with governance; and (iii) provide reasonable assurance regarding prevention or timely detection and correction of unauthorized acquisition, use, or disposition of the Association's assets that could have a material effect on the financial statements.
management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting and for its assertion of the effectiveness of internal control over financial reporting, included in the Report on Internal Control over Financial Reporting appearing in the Association’s 2012 Annual Report to Stockholders. Our responsibility is to express opinions on these financial statements and on the Association’s internal control over financial reporting based on our integrated audits. We conducted our
Because of its inherent limitations, internal control over financial reporting may not prevent, or detect and correct misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
integrated audits in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States) and in accordance with the auditing and attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of
March 1, 2013
the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other
2012 ANNUAL REPORT
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2012 ANNUAL REPORT
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2012 ANNUAL REPORT
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40
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NORTHWEST FARM CREDIT SERVICES, ACA
Farm Credit entities. At December 31, 2012, Northwest FCS’ owned approximately 15 percent of
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FPI.
(dollars in thousands, except as noted)
NOTE 1 > Organization and Operations ORGANIZATION Northwest Farm Credit Services, ACA and its subsidiaries, Northwest Farm Credit Services, FLCA (the Federal Land Credit Association (FLCA)) and Northwest Farm Credit Services, PCA (the Production Credit Association (PCA)), (collectively referred to as Northwest FCS) is a memberowned cooperative that provides credit and financially related services to or for the benefit of eligible customers primarily in the states of Washington, Idaho, Oregon, Montana and Alaska. Northwest FCS is a lending institution of the Farm Credit System (the System), a nationwide system of cooperatively owned banks and associations, which was established by Acts of Congress to meet the credit needs of American agriculture and is subject to the provisions of the Farm Credit Act of 1971, as amended (the Farm Credit Act). At December 31, 2012, the System was comprised of three Farm Credit Banks, one Agricultural Credit Bank, and 82 associations. CoBank, ACB (the Bank), its related associations and AgVantis, Inc. (AgVantis) are collectively referred to as the CoBank District. The Bank provides the funding to associations within the District and is responsible for supervising certain activities of the District associations. AgVantis, which is owned by the entities it serves, provides technology and other operational services to certain associations and to CoBank. The CoBank District consists of the Bank, 27 Agricultural Credit Associations (ACA), which each have two wholly owned subsidiaries, (an FLCA and a PCA), two FLCAs and AgVantis.
In 2011, Northwest FCS began participating in AgDirect, LLP (AgDirect), a trade credit financing program which includes origination and re-financing of agricultural equipment loans through independent equipment dealers. The program is facilitated by a limited liability partnership in which Northwest FCS is a partial owner. At December 31, 2012, Northwest FCS’ owned approximately 10 percent of AgDirect. Effective September 1, 2012, Northwest FCS joined an alliance with nine other Farm Credit partners to provide financing for agribusiness companies under the trade name, ProPartners Financial (ProPartners). ProPartners is directed by representatives from the participating associations. The income, expense and loss sharing agreements are based on each association’s participation interest in ProPartners’ loan volume, which is established according to a prescribed formula which includes the risk funds of the associations. As of December 31, 2012, Northwest FCS had a 25.75 percent participation interest in the alliance. The Farm Credit Administration (FCA) is delegated authority by Congress to regulate the System banks and associations. The FCA examines the activities of System institutions to ensure their compliance with the Farm Credit Act, FCA regulations and safe and sound banking practices. The Farm Credit Act established the Farm Credit System Insurance Corporation (Insurance Corporation) to administer the Farm Credit Insurance Fund (Insurance Fund). By law, the Insurance Fund is required to be used (1) to ensure the timely payment of principal and interest on Systemwide debt obligations (Insured debt), (2) to ensure the retirement of protected stock at par or stated value, and (3) for other specified purposes. The Insurance Fund is also available for discretionary use by the Insurance Corporation in providing assistance to certain troubled System institutions and to cover the operating expenses of the Insurance Corporation. Each System bank is required to pay premiums, which may be passed on to the associations, into the Insurance Fund
ACA parent companies provide financing and related services through their FLCA and PCA
based on its annual average outstanding insured debt adjusted to reflect the reduced risk on loans
subsidiaries. The FLCA makes secured long-term agricultural real estate and rural home mortgage
or investments guaranteed by federal or state governments until the assets in the Insurance Fund
loans. The PCA makes short- and intermediate-term loans for agricultural production or operating
reach the “secure base amount”, which is defined in the Farm Credit Act as 2 percent of the
purposes.
aggregate Insured Debt or such other percentage of the aggregate obligations as the Insurance Corporation, in its sole discretion, determines to be actuarially sound. When the amount in the
Northwest FCS, along with other System institutions, owns Farm Credit Financial Partners, Inc.
Insurance Fund exceeds the secure base amount, the Insurance Corporation is required to reduce
(FPI), a dedicated service corporation that provides information technology solutions for various
premiums, as necessary to maintain the Insurance Fund at the 2 percent level. As required by the
2012 ANNUAL REPORT
41
Farm Credit Act, as amended, the Insurance Corporation may return excess funds above the
conditional payment balances which have been reclassified and shown as liabilities rather than
secure base amount to System institutions. The Bank passes this premium expense and the return
netted within loans. The related interest expense has also been reclassified out of interest income
of excess funds as applicable through to each association based on the association’s average
for the periods presented. The reclassification did not impact the results of operations or changes
adjusted note payable balance with the Bank.
in members’ equity.
OPERATIONS
The consolidated financial statements include the accounts of Northwest Farm Credit Services,
The Farm Credit Act sets forth the types of authorized lending activity, persons eligible to borrow,
ACA, Northwest Farm Credit Services, FLCA, and Northwest Farm Credit Services, PCA. All
and financial services that Northwest FCS can offer. Northwest FCS is authorized to provide, either
significant inter-company transactions have been eliminated in consolidation.
directly or in participation with other lenders, credit, credit commitments, and related services to eligible customers. Eligible customers include farmers, ranchers, producers or harvesters of aquatic
RECENTLY ISSUED OR ADOPTED ACCOUNTING PRONOUNCEMENTS
products, rural residents, and farm-related businesses.
In December 2011, the Financial Accounting Standards Board (FASB) issued guidance entitled, “Balance Sheet – Disclosures about Offsetting Assets and Liabilities.” The guidance requires an
Northwest FCS also serves as an intermediary in offering credit life insurance and multi-peril crop
entity to disclose information about offsetting and related arrangements to enable users of its
insurance and provides additional services to customers such as fee appraisals and business
financial statements to understand the effects of those arrangements on its financial position. This
management services.
includes the effect or potential effect of rights of setoff associated with an entity’s recognized assets and recognized liabilities. The requirements apply to recognized financial instruments and
Northwest FCS’ financial condition may be impacted by factors that affect CoBank. The CoBank
derivative instruments that are offset in accordance with the rights of offset as stated in
Annual Report is available free of charge on CoBank’s website, www.cobank.com; or may be
accounting guidance and for those recognized financial instruments and derivative instruments that
obtained at no charge by contacting the Marketing Department, P.O. Box 2515, Spokane,
are subject to an enforceable master netting arrangement or similar agreement, irrespective of
Washington 99220-2515 or calling (509) 340-5300. Upon request, stockholders of Northwest FCS
whether they are offset or not. This guidance is to be applied retrospectively for all comparative
will be provided with a copy of the CoBank Annual Report, which includes the combined balance
periods and is effective for annual reporting periods beginning on or after January 1, 2013, and
sheet and income statements of CoBank and its related associations, and AgVantis. The CoBank
interim periods within those annual periods. The adoption of this guidance will not impact
Annual Report discusses the material aspects of the Bank’s and District’s financial condition,
Northwest FCS’ financial condition or its results of operations, and will not result in additional
changes in financial condition, and results of operations.
disclosures.
NOTE 2 > Summary of Significant Accounting Policies
In June and December 2011, the FASB issued guidance entitled, “Comprehensive Income – Presentation of Comprehensive Income.” This guidance is intended to increase the prominence of
The accounting and reporting policies of Northwest FCS conform to accounting principles generally
other comprehensive income in financial statements. The main provisions of the guidance provides
accepted in the United States of America (GAAP) and prevailing practices within the banking
that an entity that reports items of other comprehensive income has the option to present
industry. The preparation of financial statements in conformity with GAAP requires management to
comprehensive income in either one or two consecutive financial statements. The guidance did not
make estimates and assumptions that affect the amounts reported in the consolidated financial
change the items that must be reported in other comprehensive income. With either approach, an
statements and accompanying notes. Actual results may differ from these estimates. Significant
entity is required to present reclassification adjustments for items reclassified from other
estimates are discussed in the footnotes, as applicable.
comprehensive income to net income in the statement(s). The December 2011 guidance deferred the effective date for the presentation of reclassification adjustments. This guidance is to be
Certain amounts in prior years’ financial statements have been reclassified to conform to current
applied retrospectively and is effective for fiscal years, and interim periods within those years,
financial statement presentation. The reclassifications include amounts referred to as advance
beginning after December 15, 2011. The adoption of this guidance did not impact the financial
42
NORTHWEST FCS
condition or results of operations, but resulted in changes to the presentation of comprehensive
Impaired loans are generally placed in nonaccrual status when principal or interest is delinquent
income.
for 90 days or more (unless adequately secured and in the process of collection) or circumstances indicate that collection of principal and/or interest is in doubt. When a loan is placed in nonaccrual
SIGNIFICANT ACCOUNTING POLICIES
status, accrued interest deemed uncollectible is reversed (if accrued in the current year) and/or charged against the allowance for loan losses (if accrued in the prior year). Loans are charged off
CASH
at the time they are determined to be uncollectible.
Cash, as included in the statement of cash flows, represents cash on hand and on deposit at financial institutions.
A restructured loan constitutes a troubled debt restructuring if for economic or legal reasons related to the debtor’s financial difficulties, Northwest FCS grants a concession to the debtor that it
INVESTMENT SECURITIES
would not otherwise consider. Such concessions may include monetary concessions or other
Northwest FCS may hold investments in accordance with mission-related investment and other
modifications to the contractual terms of the loan. If the borrower’s ability to meet the revised
investment programs approved by the Farm Credit Administration. These programs allow
payment schedule is uncertain, the loan is classified as a nonaccrual loan.
Northwest FCS to make investments that further the System’s mission to serve rural America. Mission-related investments for which Northwest FCS has the intent and ability to hold to maturity
When loans are in nonaccrual status, loan payments are generally applied against the recorded
are classified as held-to-maturity and carried at cost, adjusted for the amortization of premiums
nonaccrual balance. A nonaccrual loan may, at times, be maintained on a cash basis. As a cash
and accretion of discounts.
basis nonaccrual loan, the recognition of interest income from cash payments received is allowed when the collectability of the recorded investment in the loan is no longer in doubt and the loan
LOANS AND ALLOWANCE FOR CREDIT LOSSES
does not have a remaining unrecovered charge-off associated with it. Nonaccrual loans may be
Long-term real estate mortgage loans generally have original maturities ranging up to 40 years,
returned to accrual status when all contractual principal and interest are current, the borrower has
although the typical loan is 25 years or less. Short- and intermediate-term loans for agricultural
demonstrated payment performance, there are no unrecovered prior charge-offs, and collection of
production or operating purposes generally have maturities of 10 years or less. Loans are carried
future payments is no longer in doubt. If previously unrecognized interest income exists at the
at their principal amount outstanding adjusted for charge-offs, deferred loan fees or costs, and
time the loan is transferred to accrual status, cash received at the time of or subsequent to the
purchase premiums or discounts. Interest on loans is accrued and credited to interest income
transfer is first recorded as interest income until such time as the recorded balance equals the
based upon the daily principal amount outstanding. Loan origination fees and direct loan
contractual indebtedness of the borrower.
origination costs are capitalized, and the net fee or cost is amortized over the life of the related loan as an adjustment to yield.
Northwest FCS purchases loan and lease participations from other System and non-System entities to generate additional earnings and diversify risk related to existing commodities financed and the
Impaired loans are loans for which it is probable that not all principal and interest will be collected
geographic areas served. Additionally, Northwest FCS sells a portion of certain large loans to other
according to the contractual terms of the loan and are generally considered substandard or
System and non-System entities to reduce risk and comply with established lending limits. Loans
doubtful, which is in accordance with the loan rating model, as described below. Impaired loans
are sold following accounting requirements for sale treatment.
include nonaccrual loans, restructured loans, and loans past due 90 days or more and still accruing interest. A loan is considered contractually past due when any principal repayment or interest
Northwest FCS uses a two-dimensional loan rating model based on internally generated combined
payment required by the loan instrument is not received on or before the due date. A loan shall
system risk rating guidance that incorporates a 14-point scale to identify and track the probability
remain contractually past due until it is formally restructured or until the entire amount past due,
of borrower default and a separate scale addressing loss given default over a period of time.
including principal, accrued interest, and penalty interest incurred as the result of past due status,
Probability of default is the probability that a borrower will experience a default within 12 months
is collected or otherwise discharged in full.
from the date of the determination of the risk rating. A default is considered to have occurred if
2012 ANNUAL REPORT
43
the lender believes the borrower will not be able to pay its obligation in full or the borrower is past
The reserve for unfunded lending commitments is based on management’s best estimate of losses
due more than 90 days. The loss given default is management’s estimate as to the anticipated
inherent in lending commitments made to customers but not yet disbursed. Factors such as
economic loss on a specific loan assuming default has occurred or is expected to occur within the
likelihood of disbursal and likelihood of losses given disbursement were utilized in determining this
next 12 months.
contingency.
Each of the probability of default categories carries a distinct likelihood of default. The 14-point
INVESTMENT IN COBANK, ACB
scale provides for granularity of the probability of default, especially in the acceptable ratings.
Northwest FCS' required investment in CoBank is in the form of Class A stock. The minimum
There are nine acceptable categories that range from a loan of the highest quality to a loan of
required investment is 4 percent of the prior year’s average direct loan volume. The investment in
minimally acceptable quality. The probability of default between 1 and 9 is very narrow and would
CoBank is composed of patronage based stock and purchased stock. Accounting for this
reflect almost no default to a minimal default percentage. The probability of default grows more
investment is on the cost plus allocated equities basis.
rapidly as a loan moves from a “9” to other assets especially mentioned and grows significantly as a loan moves to a substandard level. A substandard rating indicates that the probability of default
OTHER PROPERTY OWNED
is high.
Other property owned, consisting of real and personal property acquired through foreclosure or deed in lieu of foreclosure, is recorded at fair value less estimated selling costs upon acquisition.
The allowance is increased through provisions for loan losses and loan recoveries and is
Any initial reduction in the carrying amount of a loan to the fair value of the collateral received is
decreased through reversals of provisions for loan losses and loan charge-offs. The allowance is
charged to the allowance for loan losses. On at least an annual basis, revised estimates to the fair
based on a periodic evaluation of the loan portfolio by management in which numerous factors are
value are reported as adjustments to the carrying amount of the asset, provided that such
considered, including economic conditions, loan portfolio composition, collateral value, portfolio
adjusted value is not in excess of the carrying amount at acquisition. Income and expenses from
quality, current production conditions, and prior loan loss experience. The allowance for loan
operations, losses on sales and carrying value adjustments are included in other expense on the
losses encompasses various judgments, evaluations and appraisals with respect to the loans and
Consolidated Statement of Income. Gains on sales are included in other income on the
their underlying security that, by their nature, contain elements of uncertainty, imprecision and
Consolidated Statement of Income.
variability. Changes in the agricultural economy and environment and their impact on borrower repayment capacity will cause various judgments, evaluations and appraisals to change over time.
PREMISES AND EQUIPMENT
Accordingly, actual circumstances could vary significantly from Northwest FCS’ expectations and
Premises and equipment are carried at cost less accumulated depreciation. Land is carried at cost.
predictions of those circumstances. Management considers the following factors in determining
Depreciation is provided on the straight-line method over the estimated useful lives of the assets.
and supporting the level of allowance for loan losses: the concentration of lending in agriculture,
Gains and losses on dispositions are reflected in current operations. Maintenance and repairs are
combined with uncertainties associated with farmland values, commodity prices, exports,
charged to operating expense and significant improvements are capitalized.
government assistance programs, regional economic effects and weather-related influences. ADVANCED CONDITIONAL PAYMENTS The allowance for loan losses includes components for loans individually evaluated for impairment
Northwest FCS is authorized under the Farm Credit Act to accept advance payments from
and loans collectively evaluated for impairment. Generally, for loans individually evaluated the
borrowers. During the year ended December 31, 2012, advance conditional payments were
allowance for loan losses represents the difference between the recorded investment in the loan
reclassified and are included in advance conditional payments and other interest-bearing liabilities
and the present value of the cash flows expected to be collected discounted at the loan’s effective
on the accompanying Consolidated Balance Sheet. All periods presented reflect the reclassification.
interest rate, or at the fair value of the collateral, if the loan is collateral dependent. For those
Previously, the advance conditional payments were netted within the borrower’s related loan
loans collectively evaluated for impairment, the allowance for loan losses is determined using an
balance and amounts in excess of the loan balance were reported within advance conditional
estimate of expected losses based on historical experience for similar loans.
payments and other interest-bearing liabilities on the accompanying Consolidated Balance Sheet.
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NORTHWEST FCS
Advanced conditional payments are not insured. Interest is paid by Northwest FCS on such
eliminated in consolidation. The ACA, along with the PCA subsidiary, is subject to income taxes.
accounts.
Northwest FCS accounts for income taxes under the liability method. Accordingly, deferred taxes are recognized for estimated taxes ultimately payable or recoverable based on federal, state, or
EMPLOYEE BENEFIT PLANS
local laws.
Substantially all employees of Northwest FCS participate in its Defined Benefit Pension Plan (Pension Plan) or the Farm Credit Foundations Defined Contribution/401(k) (Defined Contribution
Northwest Farm Credit Services, ACA and its subsidiary, Northwest Farm Credit Services, PCA are
Plan) Retirement Plan. Enrollment in the Pension Plan was curtailed in 1994. Existing employees
subject to federal income tax and pay state income taxes in Montana and Oregon. Both entities
who elected to transfer and all new employees hired after December 31, 1994, participate in the
currently operate as cooperatives that qualify for tax treatment under Subchapter T of the Internal
Defined Contribution Plan. The Pension Plan uses the “Entry Age Normal Cost” actuarial method for
Revenue Code. Accordingly, under specified conditions, they can exclude from taxable income
funding purposes and the “Projected Unit Credit” actuarial method for financial reporting purposes.
amounts distributed as qualified patronage refunds in the form of cash, stock, or allocated surplus. Provisions for income taxes are made only on those earnings that will not be distributed as
The Defined Contribution Plan has two components. In this plan, Northwest FCS provides a
qualified patronage refunds.
monthly contribution based on a defined percentage of the employee’s salary. Employees may also defer a portion of their salaries in accordance Section 401(k) of the Internal Revenue Code to
Deferred taxes are recorded on the tax effect of all temporary differences based on the
which Northwest FCS matches a certain percentage of employee contributions. Defined
assumption that such temporary differences are retained by Northwest FCS and will therefore
contribution costs are expensed in the same period that participants earn employer contributions
impact future tax payments. A valuation allowance is provided against deferred tax assets to the
and employer matching costs are expensed as funded.
extent that it is more likely than not (over 50 percent probability), based on management’s estimate, that they will not be realized. The consideration of valuation allowances involves various
Certain management or highly compensated employees who participate in the Pension plan also
estimates and assumptions as to future taxable earnings, including the effects of Northwest FCS’
participate in a nonqualified Defined Benefit Restoration Plan (Restoration Plan) formally known as
expected patronage program, which reduces taxable earnings.
the Northwest FCS Defined Benefit Restoration Plan. Each eligible employee whose retirement benefit under the Pension Plan is limited by Internal Revenue Code Sections 401(a) (17), 415 or any Code provision or government regulations subsequently issued will receive a benefit if these programs are continued. Under the present plan, the monthly benefit is equal to the difference between the participant’s actual monthly retirement benefit payment under the Pension Plan and the monthly retirement benefit payment that would be payable to the participant under the Pension Plan if the limitations of Internal Revenue Code Sections 401(a) (17), 415, or any code provision or government regulations subsequently issued, did not apply.
Deferred income taxes have not been provided by Northwest FCS on stock patronage distributions received from the Bank prior to January 1, 1993, the adoption date of the FASB guidance on income taxes. Management’s intent is to permanently invest these and other undistributed earnings in the Bank, or if converted to cash, to pass through any distribution related to pre-1993 earnings to Northwest FCS’ stockholders through qualified patronage allocations. Northwest FCS has not provided deferred income taxes on amounts allocated to Northwest FCS which relate to the Bank’s post-1992 earnings to the extent that such earnings will be passed through to Northwest FCS’ stockholders through qualified patronage allocations. Additionally,
INCOME TAXES As previously described, Northwest Farm Credit Services, ACA conducts its business activities through two wholly owned subsidiaries. Long-term mortgage lending activities are operated through a wholly owned FLCA subsidiary which is exempt from federal and state income tax. Short- and intermediate-term lending activities are operated through a wholly owned PCA subsidiary. Operating expenses are allocated to each subsidiary based on estimated relative service. All significant transactions between the subsidiaries and the parent company have been
deferred income taxes have not been provided on the Bank’s post-1992 unallocated earnings. The Bank currently has no plans to distribute unallocated Bank earnings and does not contemplate circumstances that, if distributions were made, would result in taxes being paid by Northwest FCS. PATRONAGE DISTRIBUTIONS FROM COBANK, ACB Northwest FCS records patronage distributions from CoBank on an accrual basis. Under the current CoBank capital plan, the bank distributes patronage from Northwest FCS’ direct lending business in
2012 ANNUAL REPORT
45
cash. For patronage applicable to participations sold to CoBank, patronage is distributed in 75
transactions with the stockholders. Other comprehensive income (loss) refers to revenue,
percent cash and 25 percent Class A stock.
expenses, gains and losses that under GAAP are recorded as an element of members’ equity and
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITY In the normal course of business, Northwest FCS enters into derivative financial instruments
comprehensive income but are excluded from net income. Other comprehensive loss is comprised of adjustments related to Northwest FCS’ defined benefit pension and to adjustments related to its derivative contracts used to manage interest rate and exchange rate risk on assets.
(derivatives) that are principally used to manage interest rate and exchange rate risk on assets. Derivatives are recorded on the Consolidated Balance Sheet as assets and liabilities at fair value.
FAIR VALUE MEASUREMENTS Accounting guidance defines fair value, establishes a framework for measuring fair value, and
Changes in the fair value of a derivative are recorded in current period earnings or accumulated
expands disclosures about fair value measurements. It describes three levels of inputs that may be
other comprehensive income (loss) depending on the use of the derivative and whether it qualifies
used to measure fair value:
for hedge accounting. For fair-value hedge transactions that hedge changes in the fair value of assets, liabilities, or firm commitments, changes in the fair value of the derivative are recorded in
Level 1 – Quoted prices in active markets for identical assets or liabilities that the reporting entity
earnings and will generally be offset by changes in the hedged item’s fair value. For cash-flow
has the ability to access at the measurement date. Level 1 assets include assets held in trust
hedge transactions, in which Northwest FCS is hedging the variability of future cash flows related
funds, which relate to amounts in a deferred compensation and a supplemental retirement plan.
to a variable-rate asset, liability, or a forecasted transaction, changes in the fair value of the
The trust funds include investments that are actively traded and have quoted net asset values that
derivative will generally be deferred and reported in accumulated other comprehensive income
are observable in the market place. Pension plan assets that are invested in equity securities,
(loss). The gains and losses on the derivative that are deferred and reported in accumulated other
including mutual funds, and fixed-income securities that are actively traded are also included in
comprehensive income (loss) will be reclassified as earnings in the periods in which earnings are
Level 1.
impacted by the variability of the cash flows of the hedged item. The ineffective portion of all hedges is recorded in current period earnings. For derivatives not designated as a hedging instrument, the related change in fair value is recorded in current period earnings.
Level 2 – Observable inputs other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly. Level 2 inputs include the following: (a) quoted prices for similar assets or liabilities in active markets; (b) quoted prices for identical or similar
Northwest FCS formally documents all relationships between hedging instruments and hedged
assets or liabilities in markets that are not active so that they are traded less frequently than
items, as well as its risk management objectives and strategies for undertaking hedge transactions.
exchange-traded instruments, the prices are not current or principal market information is not
This process includes linking all derivatives that are designated as fair-value or cash-flow hedges to
released publicly; (c) inputs other than quoted prices that are observable such as interest rates
(1) specific assets or liabilities on the Consolidated Balance Sheet, or (2) firm commitments or
and yield curves, prepayment speeds, credit risks and default rates and (d) inputs derived
forecasted transactions. Northwest FCS also formally assesses (both at the hedge’s inception and
principally from or corroborated by observable market data by correlation or other means. Pension
on an ongoing basis) whether the derivatives that are used in hedging transactions have been
plan assets that are derived from observable inputs, including corporate bonds and mortgage-
highly effective in offsetting changes in the fair value or cash flows of hedged items and whether
backed securities are reported in Level 2. This category includes derivative contracts.
those derivatives may be expected to remain highly effective in future periods. Due to the structure of Northwest FCS’ current derivative transactions, management has no reason to believe that hedge accounting qualifications will not be met and believes the transactions will continue to be recorded in the manner described in Note 17 of these consolidated financial statements.
Level 3 – Unobservable inputs are those that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These unobservable inputs reflect the reporting entity’s own assumptions about factors that market participants would use in pricing the asset or liability. Level 3 assets and liabilities include financial instruments whose value is
OTHER COMPREHENSIVE INCOME (LOSS)
determined using pricing models, discounted cash flow methodologies, or similar techniques, as
Other comprehensive income (loss) is a measure of all changes in the equity of Northwest FCS as
well as instruments for which the determination of fair value requires significant management
a result of recognized transactions and other economic events of the period other than capital
judgment or estimation. This category generally includes certain private equity investments,
46
NORTHWEST FCS
retained residual interests in securitizations, asset-backed securities, highly structured or long-term
Northwest FCS may purchase or sell participation interests with other parties in order to diversify
derivative contracts, certain loans and other property owned. Pension plan assets that are
risk, manage loan volume and comply with FCA regulations. The following table presents
supported by little or no market data in determining the fair value are included in Level 3.
information regarding participations purchased and sold as of December 31, 2012:
The fair value disclosures are presented in Note 11, Note 14, and Note 16. OFF-BALANCE SHEET CREDIT EXPOSURES Commitments to extend credit are agreements to lend to customers, generally having fixed expiration dates or other termination clauses that may require payment of a fee. Commercial letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. These letters of credit are issued to facilitate commerce and typically result in the commitment being funded when the underlying transaction is consummated between the customer and third party. The credit risk associated with commitments to extend credit and commercial letters of credit is essentially the same as that involved with extending loans to customers and is subject to normal credit policies. Collateral may be obtained based on management’s assessment
Northwest FCS' concentration of credit risk in various agricultural commodities and industries is
of the customer’s creditworthiness.
shown in the following table, which includes accrued interest:
NOTE 3 > Loans and Allowance for Loan Losses Northwest FCS’ portfolio is comprised of a wide array of commodities and product offerings. In order to effectively serve this market, Northwest FCS has specialized staff and financial products for these various markets and commodities. A summary of loans follows:
While the amounts represent Northwest FCS' maximum potential credit risk as it relates to recorded loan principal, a substantial portion of Northwest FCS' lending activities is collateralized and exposure to credit loss associated with lending activities is reduced accordingly. An estimate of the current loss exposure is considered in the determination of the allowance for loan losses in the consolidated financial statements. The amount of collateral obtained, if deemed necessary upon extension of credit, is based on management’s credit evaluation of the borrower. Collateral held varies but typically includes
2012 ANNUAL REPORT
47
farmland and income-producing property, such as crops and livestock, machinery and equipment as well as inventories and receivables. Long-term real estate loans are secured by first liens on the underlying real property. Federal regulations state that long-term real estate loans are not to exceed 85 percent (97 percent if guaranteed by a government agency) of the property’s appraised value. However, a decline in a property’s market value subsequent to loan origination or advances, or other actions necessary to protect the financial interest of Northwest FCS in the collateral, may result in loan-to-value ratios in excess of the regulatory maximum. One credit quality indicator utilized by Northwest FCS is the FCA Uniform Loan Classification System that categorizes loans into five categories. The categories are defined as follows:
Acceptable – assets are expected to be fully collectible and represent the highest quality;
Other assets especially mentioned (OAEM) – assets are currently collectible but exhibit some potential weakness;
Substandard – assets exhibit some serious weakness in repayment capacity, equity, and/or collateral pledged on the loan;
Doubtful – assets exhibit similar weaknesses to substandard assets; however, doubtful assets have additional weaknesses in existing factors, conditions and values that make collection in full highly questionable, and;
Loss – assets are considered uncollectible. Impaired loans are loans for which it is probable that all principal and interest will not be collected
The following table shows loans and related accrued interest classified under the FCA Uniform
according to the contractual terms.
Loan Classification System as a percentage of total loans and related accrued interest receivable by loan type as of December 31:
The following table presents information relating to impaired loans including accrued interest, where applicable:
48
NORTHWEST FCS
Commitments to lend additional funds to debtors whose loans were classified as impaired at
Additional impaired loan information, including related accrued interest where applicable, as of
December 31, 2012, 2011, and 2010 totaled $8,447, $15,023, and $20,479, respectively.
December 31, 2012, 2011 and 2010 is as follows:
Nonperforming assets consist of impaired loans and other property owned. The following table presents these in a more detailed manner than the previous table. These nonperforming assets, including related accrued interest where applicable, are as follows:
2012 ANNUAL REPORT
49
Interest income is recognized and cash payments are applied on nonaccrual impaired loans as described in Note 2. The following table presents interest income recognized on impaired loans:
Interest income on nonaccrual and accruing restructured loans that would have been recognized under the original terms of the loans were as follows:
The following tables provide an aging analysis of past due loans and accrued interest:
50
NORTHWEST FCS
The following table presents additional information regarding troubled debt restructurings that occurred during the years ended December 31, 2012 and 2011:
Note: Pre-modification represents the recorded investment just prior to restructuring and post-modification represents the recorded investment immediately following the restructuring. The recorded investment is the face amount of the receivable increased or decreased by applicable accrued interest and unamortized premium, discount, finance charges, or acquisition costs and may also reflect a previous direct write-down of the investment.
During 2012, troubled debt restructurings that occurred within the previous 12 months and for which there was a subsequent payment default during the period totaled $105, substantially all were classified as real estate mortgages. The following table provides information on outstanding loans restructured in troubled debt restructurings as of December 31 of the respective periods. These loans are included as impaired Note: The recorded investment in the receivable is the face amount increased or decreased by applicable accrued interest and unamortized premium, discount, finance charges, or acquisition costs and may also reflect a previous direct write-down of the investment.
loans in the impaired loans table.
A restructuring of a debt constitutes a troubled debt restructuring if the creditor for economic or legal reasons related to the debtor’s financial difficulties grants a concession to the debtor that it would not otherwise consider.
2012 ANNUAL REPORT
51
Summaries of the changes in the allowance for loan losses and the ending balance of loans and accrued interest outstanding as of December 31, 2012, 2011 and 2010 are as follows:
52
NORTHWEST FCS
A summary of the changes in the reserve for unfunded lending commitments follows:
During 2007, 2004, and 2002, Northwest FCS entered into credit default swaps with Mt. Spokane 2007-A LLC (2007 LLC), Mt. Spokane 2004-A LLC (2004 LLC), and Mt. Spokane Trust 2002-A (Trust), respectively, for credit enhancement purposes. Each of the agreements will remain in place over the life of the loans under the swap agreement, and fees are paid accordingly based on the volume of the loans under the agreements. At the establishment of each agreement, Northwest FCS capitalized costs of $1,601, $2,318 and $2,618, respectively, all of which have been
To mitigate the risk of loans being placed in nonaccrual status, Northwest FCS had entered into long-term standby commitments to purchase agreements with the Federal Agricultural Mortgage Corporation (Farmer Mac). The agreements, which were effectively credit guarantees that remained in place until the loans were paid in full, gave Northwest FCS the right to sell the loans identified in the agreements to Farmer Mac after four months of delinquency. Loans and related accrued interest sold to Farmer Mac at December 31, 2012 and 2011 were $0, and $200 as of December 31, 2010, respectively. The balance of the loans under the long-term standby commitments was $0 at December 31, 2012 and 2011, and $78,903 at December 31, 2010, respectively. Fees for such commitments totaled $0, $864, and $415 for the years ended December 31, 2012, 2011, and 2010, respectively. In December 2011, Northwest FCS and Farmer Mac agreed to terminate the aforementioned agreement without further obligation by either party. Northwest FCS paid Farmer Mac $550 as part of the termination agreement, which is included in the 2011 fees mentioned above. There was no activity related to Farmer Mac in 2012.
amortized as of December 31, 2012. The following discussion provides the key provisions of each of the agreements.
2007 LLC Following the occurrence of a known loss, the 2007 LLC will be required to pay an amount to Northwest FCS equal to the principal amount of the defaulted loan plus covered interest and costs less any recoveries. However, no payment is due to Northwest FCS until Northwest FCS’ Retained First Loss Notional Amount is reduced to zero. In addition to loss events, proportionate reductions in the Retained First Loss Notional Amount will occur due to reductions of the Aggregate Notional Amount of the Reference obligations associated with non-loss events such as repayment of loan principal. As of December 31, 2012, the balance of the Retained First Loss Notional Amount was $2,928 and the maximum amount of losses the 2007 LLC will be required to pay under the credit default swap was $19,026. $233 of losses have been incurred by Northwest FCS.
2012 ANNUAL REPORT
53
2004 LLC
Corporation, Federal Home Loan Bank or obligations of any agency or instrumentality of the United
Pursuant to the credit default swap, following the occurrence of a known loss, the 2004 LLC will be
States of America the obligations of which are backed by the full faith and credit of the United
required to pay an amount to Northwest FCS equal to the principal amount of the defaulted loan
States of America.
plus covered interest and costs less any recoveries. As of December 31, 2012, the maximum amount of losses the 2004 LLC will be required to pay under the credit default swap was $14,103,
Mt. Spokane 2007-A LLC is also a variable interest entity created by Lehman Brothers to acquire
and $259 of losses have been incurred by the 2004 LLC.
eligible securities, which will be used as collateral to secure the Failure to Pay Credit Event payment of the LLC under a credit default swap with Northwest FCS. The bankruptcy of Lehman
TRUST
Brothers in 2008 did not have an economic impact on the LLC. The securities are limited to direct
During 2012, Northwest FCS exercised its right to redeem the Trust transaction as the outstanding
obligations of, and obligations fully guaranteed as to timely payment of principal and interest by,
balance was below 10 percent of the original balance as of June 30, 2012. The impacts of
the United States of America or obligations of any agency or instrumentality of the United States of
unwinding this transaction to Northwest FCS’ financial position, capital ratios and credit quality
America, the obligations of which are backed by the full faith and credit of the United States of
were minimal. As of December 31, 2012, $26 of losses have been incurred by the Trust.
America. Eligible securities, however, will not include “real estate mortgages” (or interest therein) as defined in Section 7701(i) of the Internal Revenue Code and the accompanying United States
The following tables provide information related to loan balances, and fees and amortization
Treasury Regulations. Management has evaluated these variable interest entities and concluded
pertaining to the aforementioned credit default swap agreements:
that they are not subject to consolidation.
NOTE 4 > Investment in CoBank, ACB At December 31, 2012, Northwest FCS’ investment in CoBank is in the form of Class A stock with a par value of $100 per share. Northwest FCS is required to own stock in CoBank to capitalize its direct loan balance and participation loans sold to CoBank. The current requirement for capitalizing its direct loan from CoBank is 4 percent of Northwest FCS’ prior year average direct loan balance. The 2012 requirement for capitalizing its patronage-based participation loans sold to CoBank is 8 percent of Northwest FCS’ prior ten-year average balance of such participations sold to CoBank. Under the current CoBank capital plan applicable to such participations sold, patronage from CoBank related to these participations sold is paid 75 percent cash and 25 percent Class A stock. The capital plan is evaluated annually by CoBank’s board and management and is subject to change. Estimating the fair value of Northwest FCS’ investment in CoBank is not practicable because the stock is not traded. Mt. Spokane Trust 2002-A, LLC and Mt. Spokane 2004-A, LLC are variable interest entities created by Bank of America to acquire eligible securities, which will be used as collateral to secure the Failure to Pay Credit Event payment of the Trust or LLC under a credit default swap with Northwest FCS. The securities are held in the form of direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America, obligations of the Federal National Mortgage Association, Federal Home Loan Mortgage
54
NORTHWEST FCS
The lending bank may require the holders of its equities to subscribe for such additional capital as may be needed by the Bank to meet its capital requirements or its joint and several liability under the Act and regulations. In making such a capital call, the Bank shall take into account the financial condition of each such holder and such other considerations, as it deems appropriate.
NOTE 5 > Premises and Equipment
NOTE 6 > Other Property Owned
Premises and equipment consist of the following:
Net (gains)/losses on other property owned consist of the following:
NOTE 7 > Note Payable to CoBank, ACB
Estimated useful lives are as follows: buildings are 30 years, improvements and leaseholds are the lesser of remaining lease term or 10 years, and furniture and equipment are 1 to 7 years. Land is not depreciated. Northwest FCS is obligated under various noncancellable operating leases. Certain office space and equipment are leased. Rental expense under these noncancellable operating leases was $6,403, $6,352, and $6,297 for the years ended December 31, 2012, 2011, and 2010, respectively. At December 31, 2012, future minimum lease payments for all noncancellable leases are as follows:
Northwest FCS’ indebtedness to CoBank represents borrowings by Northwest FCS to fund its loan portfolio. This indebtedness is collateralized by a pledge of substantially all of Northwest FCS’ assets and is governed by a General Financing Agreement (GFA), which provides Northwest FCS an open-ended revolving line of credit. The GFA and other term structures available to Northwest FCS from CoBank are subject to periodic renewals in the normal course of business. Each debt obligation has its own term and rate structure. Northwest FCS was in compliance with the terms and conditions of the GFA as of December 31, 2012. The weighted average interest rate for all debt was 1.66, 1.94, and 2.08 percent at December 31, 2012, 2011, and 2010, respectively. The GFA will expire on May 31, 2013 and management expects renewal of the GFA at that time. Through the direct note to the bank, Northwest FCS is liable for the following:
Fixed rate debt and floating rate debt typically have original maturities ranging from 1 to 30 years. Discount notes have maturities from one day to 365 days. Floating rate notes have maturities ranging from 6 months to 10 years. The revolving line of credit is renewed annually and is priced at the overnight funds rate.
2012 ANNUAL REPORT
55
The maturities of debt within the direct note to the Bank as of December 31, 2012 are shown
non-interest bearing receivable from the customer. Prior to November 19, 2012, the aggregate par
below:
value of the stock was usually added to the principal amount of the related loan obligation. At the time this change occurred, approximately $13,169 was transferred from loans to other assets on the Consolidated Balance Sheet. Northwest FCS retains a first lien on common stock or participation certificates owned by its borrowers. Pursuant to provisions of the Farm Credit Act, the System’s minimum initial borrower investment requirement is one thousand dollars or 2 percent of the related loan balance on a per customer basis, whichever is less. The bylaws of Northwest FCS provide its Board of Directors with the authority to modify the capitalization requirements for new loans subject to a maximum of 4
At December 31, 2012, callable debt was $743,000, with a range of call dates between January
percent of the related loan balance.
2013 and June 2015. Retirement of equities noted above will be at the lower of par or book value, and repayment of a Under the Farm Credit Act, Northwest FCS is obligated to borrow only from CoBank, unless CoBank
loan does not automatically result in retirement of the corresponding stock or participation
gives approval to borrow elsewhere. CoBank, consistent with FCA regulations, has established
certificates. Northwest FCS' Board of Directors considers the current and future status of
limitations on Northwest FCS’ ability to borrow funds based on specified factors or formulas
permanent capital requirements before authorizing any retirement of at-risk equities. Pursuant to
relating primarily to credit quality and financial condition. At December 31, 2012, Northwest FCS’
FCA regulations, should Northwest FCS fail to satisfy its minimum permanent capital requirements,
note payable is within the specified limitations.
retirements of at-risk equities subsequent to such noncompliance would be prohibited, except for retirements in the event of default or loan restructuring.
Northwest FCS has a secondary source of liquidity and funding through an uncommitted Federal Funds line of credit with Wells Fargo. The amount available through this line is $75,000 and is
PROTECTED BORROWER STOCK
intended to provide liquidity for disaster recovery or other emergency situations. At December 31,
Protection of certain borrower stock (Class B participation certificates) is provided under the Farm
2012, no balance was outstanding on this line of credit. Additionally, until December 2012
Credit Act, which requires Northwest FCS, when retiring protected borrower stock, to retire such
Northwest FCS had a letter of credit facility with Bank of America to support letters of credit issued
stock at par value or stated value regardless of its book value. Protected borrower stock includes
on Industrial Revenue Bonds. This relationship has been discontinued.
capital stock and participation certificates issued prior to October 6, 1988. As of December 31, 2012, Northwest FCS had no remaining protected borrower stock outstanding, as the last
NOTE 8 > Members’ Equity A description of Northwest FCS' capitalization requirements, protection mechanisms, regulatory capitalization requirements and restrictions, and equities are provided below. CAPITAL STOCK AND PARTICIPATION CERTIFICATES In accordance with the Farm Credit Act and Northwest FCS’ capitalization bylaws, each borrower is required to invest in Northwest FCS as a condition of borrowing. Borrowers acquire ownership of capital stock or participation certificates at the time the loan is made but usually do not make a cash investment. Effective November 19, 2012, the aggregate par value of the stock is treated as a
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NORTHWEST FCS
remaining balance was retired during 2011. REGULATORY CAPITALIZATION REQUIREMENTS AND RESTRICTIONS The FCA's capital adequacy regulations require Northwest FCS to maintain permanent capital of 7 percent of average risk-adjusted assets. Failure to meet this requirement can initiate certain mandatory and possibly additional discretionary actions by the FCA that, if undertaken, could have a direct material effect on Northwest FCS’ financial statements. Northwest FCS is prohibited from reducing permanent capital by retiring stock or making certain other distributions to stockholders unless prescribed capital standards are met. The FCA regulations also require additional minimum standards for capital be maintained. These standards require all System institutions to achieve and
maintain ratios of total surplus as a percentage of risk-adjusted assets of 7 percent and of core
Losses that result in impairment of capital stock and PCs would be allocated to such equities on a
surplus (generally unallocated retained earnings) as a percentage of risk-adjusted assets of 3.5
prorated basis. Upon liquidation of Northwest FCS, at-risk capital stock and participation
percent. Northwest FCS’ permanent capital, core surplus, and total surplus ratios at December 31,
certificates would be utilized as necessary to satisfy any remaining obligations in excess of the
2012, were 13.4 percent, 13.3 percent, and 13.3 percent, respectively. Management is not aware
amounts realized on the sale or liquidation of assets. Equities protected under the Farm Credit Act
of any reasons why Northwest FCS’ regulatory capital requirements would not be met in 2013, nor
would continue to be retired at par or face value.
is it currently prohibited from retiring stock or distributing earnings or expected to be in 2013. PATRONAGE An existing regulation empowers FCA to direct a transfer of funds or equities by one or more
Northwest FCS’ bylaws provide for the payment of patronage distributions. All patronage
System institutions to another System institution under specified circumstances. This regulation
distributions to eligible stockholders shall be on a proportionate patronage basis as may be
has not been utilized to date. Northwest FCS has not been called upon to initiate any such
approved by Northwest FCS’ Board of Directors, consistent with the requirements of Subchapter T
transfers and is not aware of any proposed action under this regulation.
of the Internal Revenue Code. For the years ending December 31, 2012, 2011, and 2010, the Board approved cash patronage distributions of $55,245, $53,264, and $35,958, respectively.
DESCRIPTION OF EQUITIES
Patronage distributions are recorded on an accrual basis, based on estimated amounts. The
Northwest FCS is authorized to issue an unlimited number of shares of Class A common stock and
difference between the estimated accrual and the actual patronage distribution is reflected in
up to 500 million units of Class A participation certificates (PCs) with a par value of 5 dollars per
retained earnings in the year paid. In December 2012, the Board of Directors of Northwest FCS
share. Class B PCs with a par value of 5 dollars per share are no longer being issued, and all were
approved a resolution to distribute 2013 earnings in the form of patronage dividends to its
retired as of December 31, 2011.
stockholders. The patronage dividend will be accrued in 2013 and declared and paid in 2014.
Class A common stock is at-risk, has voting rights, and may be retired at the discretion of
All earnings not distributed as patronage allocations or appropriated for some other purpose are
Northwest FCS' Board of Directors and, if retired, shall be retired at its book value, not to exceed
retained as unallocated retained earnings. At December 31, 2012, all accumulated earnings are
its par value. At December 31, 2012, there were 2,555,101 shares outstanding with a total par
retained as unallocated retained earnings. In accordance with Internal Revenue Service
value of $12,775.
requirements, each stockholder is sent a nonqualified written notice of allocation. Allocated, but not distributed patronage refunds, are included in the unallocated retained earnings account. Such
Class A PCs are at-risk and do not have voting rights. Class A PCs may be retired at the discretion
allocations may provide a future basis for a distribution of capital. The Board of Directors considers
of Northwest FCS' Board of Directors and, if retired, shall be retired at its book value, not to
these unallocated retained earnings to be permanently invested in the Association. As such, there
exceed its par value. At December 31, 2012, there were 84,173 units outstanding with a total par
is no current plan to revolve or redeem these amounts. No express or implied right to have such
value of $421.
capital retired or revolved at any time is granted.
Voting common stock is converted to nonvoting common stock two years after the owner of the stock ceases to be a borrower or immediately if the former borrower becomes ineligible to borrow from Northwest FCS. Nonvoting common stockholders are eligible to participate in other services
OTHER ACCUMULATED COMPREHENSIVE INCOME (LOSS) Northwest FCS reports accumulated other comprehensive income (loss) as a component of members’ equity, which is reported net of taxes as follows:
offered by Northwest FCS. Each owner or the joint owners of voting common stock is entitled to a single vote regardless of the number of shares held, while nonvoting common stock and participation certificates provide no voting rights to their owners. Voting stock may not be transferred to another person unless such person is eligible to hold such stock.
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NOTE 9 > Patronage Distributions from Farm Credit Institutions
Deferred tax assets and liabilities are comprised of the following:
Patronage income recognized from Farm Credit Institutions to Northwest FCS totals $42,028, $39,883, and $38,962 for the years ended December 31, 2012, 2011, and 2010, respectively. Of this amount $38,820, $38,077, and $37,454 for the years ended December 31, 2012, 2011, and 2010, respectively, was related to CoBank. Patronage distributed from CoBank was in cash and stock. The amount declared in December 2012 was accrued and will be paid by CoBank in 2013.
NOTE 10 > Income Taxes The provision for income taxes follows:
The calculation of deferred tax assets and liabilities involves various management estimates and assumptions as to the future taxable earnings, including the amount of non-patronage income and patronage income retained. The expected future tax rates are based upon enacted tax laws. Northwest FCS recorded a valuation allowance of $35,434, $25,139, and $22,908 during 2012, 2011, and 2010, respectively. Northwest FCS will continue to evaluate the realizability of the deferred tax assets and adjust the valuation allowance accordingly. The provision for (benefit from) income tax differs from the amount of income tax determined by
Northwest FCS has unrecognized tax positions for which a liability has been established. A $1.0
applying the applicable U.S. statutory federal income tax rate to pretax income as follows:
million uncertain tax position was recorded in the year ended December 31, 2012 related to a state tax position. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
The total amount of unrecognized tax positions that, if recognized would impact the effective tax rate is $1,000. Northwest FCS does not have any positions for which it is reasonably possible that the total amounts of unrecognized tax positions will significantly increase or decrease within the next 12 months.
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NORTHWEST FCS
Northwest FCS recognizes interest and penalties related to unrecognized tax positions as an
The funding status and the amounts recognized in the Consolidated Balance Sheet for post-
adjustment to income tax expense. The amount of interest recognized was $58 for the year ended
retirement benefit plans follows:
December 31, 2012. Tax years that remain open for federal and state income tax jurisdictions are generally 2009 and forward.
NOTE 11 > Employee Benefit Plans Certain employees of Northwest FCS participate in a Pension Plan. The Department of Labor has determined the plan to be a governmental plan; therefore, the plan is not subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). As the plan is not subject to ERISA, the plan’s benefits are not insured by the Pension Benefit Guaranty Corporation. Accordingly, the amount of accumulated benefits that participants would receive in the event of the plan’s termination is contingent on the sufficiency of the plan’s net assets to provide benefits at that time. While the plan is a governmental plan and is not subject to minimum funding requirements, Northwest FCS contributes amounts necessary on an actuarial basis to provide the plan with sufficient assets to meet the benefits to be paid to participants. The amounts ultimately to be contributed and to be recognized as expense as well as the timing of those contributions and expenses, are subject to many variables including performance of plan assets and interest rate levels. These variables could result in actual contributions and expenses being greater than or less than anticipated. For a limited number of highly-compensated participants in the Pension Plan mentioned above, Northwest FCS also has a Restoration Plan that provides retirement benefits above the Internal Revenue Code compensation limit for eligible individuals. The Pension Plan was closed to new participants beginning January 1, 1995 and is noncontributory. Benefits are based on salary and years of service. The following tables set forth the obligations and funded status of Northwest FCS’ Pension Plan and Restoration Plan.
2012 ANNUAL REPORT
59
The projected benefit obligation, accumulated benefit obligation and the fair value of plan assets
The estimated net loss and prior service cost for the Pension Plan and Restoration Plan that will be
for each of Northwest FCS’ employee benefit plans are presented in the following table. Each of
amortized from accumulated other comprehensive income into net periodic benefit cost in 2013 is
the plans has an accumulated benefit obligation in excess of plan assets in each of the periods
$1,744 and $282, respectively.
reported: Weighted average assumptions used to determine benefit obligations at December 31:
Weighted average assumptions used to determine net periodic benefit cost for the years ended December 31:
The components of net periodic pension expense and other amounts recognized in other comprehensive income as of December 31 are as follows:
The funding objective of the plans is to provide present and future retirement or survivor benefits for its members by achieving an attractive rate of return, as defined by the plans’ policy statements, without exposing the plan to undue risk. A Board of Trustees (Trustees), called the Farm Credit Foundations Trust Committee, comprised of certain members of senior management of the participating employers, supervises the investment assets of the plans on behalf of the employers. The Trustees adopt an asset allocation strategy for each plan that reflects return and risk objectives, plan liabilities, and other factors. The Trustees employ a total return investment approach whereby a mix of equities and fixed income investments are used to maximize the long-term return of plan assets for a prudent level of risk. The intent of this strategy is to minimize plan expenses by outperforming plan liabilities over the long run. Risk tolerance is established through careful consideration of plan liabilities, plan funded status, and the participating entities’ financial conditions. The investment portfolio contains a diversified blend of equity and fixed income investments. Furthermore, equity investments are diversified across U.S. and non-U.S. stocks as well as growth, value, small, mid, and large capitalizations. Other investment strategies may be employed to gain certain market exposures, reduce portfolio risk, and to further diversify portfolio assets. Investment risk is measured and monitored on an ongoing basis through annual liability measurements, periodic asset/liability studies, and monthly and quarterly investment portfolio reviews.
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NORTHWEST FCS
The Trustees have developed an asset allocation policy based on plan objectives, characteristics of pension liabilities, capital market expectations and asset-liability projections. The policy is longterm oriented and consistent with the risk exposure. The Trustees review the asset mixes periodically and regularly monitor the portfolios to maintain compliance with pre-established strategic allocation ranges. The asset allocation policy of the pension plan for 2013 is a target of 60 percent in equity securities, 35 percent in debt securities and 5 percent in real estate, which is comparable to 2012. The expected long-term rate of return assumption is determined by the Farm Credit Foundations Plan Sponsor Committee (Plan Sponsor Committee) with input from the Trust Committee. The Plan Sponsor Committee is comprised of certain members of senior management and boards of directors of the participating employers. Historical return information is utilized to establish a bestestimate range for each asset class in which the plan is invested. The most appropriate rate is selected from the best-estimate range, taking into consideration the duration of plan benefit liabilities and plan sponsor investment policies. The fair values of the Pension Plan assets at December 31, 2012 by asset category are as follows:
There were no significant transfers between Level 1 and Level 2 and Level 3 during the year. Pension Plan assets are diversified into various investment types as shown in the preceding table. An investment consultant is utilized to ensure the diversification of assets. The assets are spread among numerous fund managers. Diversification is also obtained by selecting fund managers whose funds are not concentrated in individual stocks and, for the case of international funds, individual countries. Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets would be classified as Level 1. Inputs other than quoted prices included in Level 1 that are observable for the asset or liability through corroboration with observable market data would be classified as Level 2. In addition, assets measured at Net Asset Value (NAV) per share and may be redeemed at NAV per share at the measurement date are classified as Level 2. Unobservable inputs (e.g. a company’s own assumptions and data) and assets measured at NAV per share which may not be redeemed at NAV per share at the measurement date would be classified as Level 3. All assets are evaluated at the fund level. The following benefit payments, which reflect expected future service, as appropriate, are expected to be paid:
2012 ANNUAL REPORT
61
Northwest FCS is expected to contribute $273 to its Restoration Plan in 2013. No contributions are
NOTE 12 > Related Party Transactions
expected to be made to the Pension Plan. As of December 31, 2012 the Restoration Plan had the following:
In the ordinary course of business, Northwest FCS enters into loan transactions with directors, their immediate families, and other organizations with which such persons may be associated. Such loans are subject to special approval requirements contained in FCA regulations and are made on the same terms, including interest rates, amortization schedules and collateral, as those prevailing at the time for comparable transactions with unrelated borrowers. Senior officers and their immediate families are precluded from obtaining loans from Northwest FCS.
Employees who do not participate in the Pension Plan participate in the Defined Contribution Plan,
Loan information to related parties for the years ended December 31 is shown below:
which is in accordance with Section 401 of the Internal Revenue Code. The plan requires the employer to contribute 3 percent of eligible employee compensation for eligible employees. For eligible employees hired prior to January 1, 2007, up to an additional 5 percent of compensation in excess of the employee social security wage base is available. Defined Contribution Plan expense recorded by Northwest FCS was $1,546, $1,486, and $1,325 in 2012, 2011, and 2010, respectively. All Northwest FCS employees may elect to defer a portion of their salaries in accordance with IRS rules. For employees participating in the Pension Plan, Northwest FCS matches employee contributions up to a maximum of 100 percent of the employees’ first 2 percent of salary and 50 percent on the next 4 percent of salary. For employees participating in the Defined Contribution Plan, Northwest FCS matches employee contributions up to a maximum of 100 percent on the employees’ first 6 percent of salary. Employer matching contributions were $2,297, $2,182, and $2,399 for the years ended December 31, 2012, 2011, and 2010, respectively. The senior officer compensation package, as administered by the Board Compensation Committee, included a long-term incentive and retention program designed to retain senior management and incent them for achieving certain specified personal and corporate goals through 2011. Northwest FCS had established a Rabbi Trust for this plan and therefore accrued for the estimated liability
In the opinion of management, none of these loans outstanding at December 31, 2012 involved more than a normal risk of collectability. Northwest FCS also recognized $38,820, $38,077, and $37,454 of patronage distributions from CoBank for the years ended December 31, 2012, 2011, and 2010, respectively. Northwest FCS owned approximately 12.2 percent of the outstanding common stock of CoBank at December 31, 2012. In the normal course of business Northwest FCS purchases loan participations from CoBank and also sells loan participations to CoBank. At December 31, 2012, Northwest FCS had sold participation interests to CoBank totaling $887,628 and had purchased loan participation interests from CoBank totaling $717,980.
and also recorded an asset for contributions to cover estimated costs. During the year ended
During 2010, Northwest FCS provided a limited recourse collection guaranty to CoBank covering
December 31, 2012, the Board Compensation Committee approved a new long-term incentive plan
four participated loans. As of December 31, 2012, there was one remaining loan with an
(LTIP) for senior management which began in 2012. The LTIP was only available to senior
outstanding principal balance of $5,135. No additional commitments were available for this loan at
management and included a single year plan for 2012 and a multi-year plan beginning in 2012. On
December 31, 2012. Pursuant to the terms of the transaction, Northwest FCS guaranteed
a go-forward basis this plan will be based on multiple years of corporate key results as compared to the Board approved Business Plan.
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NORTHWEST FCS
collection of 20 percent of the outstanding balance of the loans over their respective remaining terms. The investment in FPI was $1,465 as of December 31, 2012, which was included in Other Assets on the Consolidated Balance Sheet. As of December 31, 2012, Northwest FCS’ investment in AgDirect was $13,428, which was included in Other Assets on the Consolidated Balance Sheet. As of December 31, 2012, Northwest FCS had a 25.75 percent participation interest in ProPartners, resulting in $45,839 included in Loans on the Consolidated Balance Sheet.
NOTE 13 > Regulatory Enforcement Matters No FCA regulatory enforcement actions currently exist with respect to Northwest FCS.
NOTE 14 > Fair Value Measurements Accounting guidance defines fair value as the exchange price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. See Note 2, Summary of Significant Accounting Policies for additional information.
The table below represents reconciliations of all Level 3 liabilities measured at fair value on a recurring basis for the years ended December 31, 2012, 2011, and 2010.
Assets and liabilities measured at fair value on a recurring basis at December 31, 2012, 2011, and 2010, for each of the fair value hierarchy values are summarized in the following tables:
2012 ANNUAL REPORT
63
the derivative positions are valued using internally developed models that use as their basis readily observable market parameters and are classified within Level 2 of the valuation hierarchy. Such derivatives include interest rate and foreign currency cash flow hedges. The models used to determine the fair value of derivative assets and liabilities use an income There were no significant transfers between Level 1 and Level 2 during the year. Assets and liabilities measured at fair value on a non-recurring basis at December 31, 2012, 2011, and 2010 for each of the fair value hierarchy values are summarized in the following table:
statement approach based on observable market inputs, primarily the LIBOR swap curve and volatility assumptions about future interest rate movements. STANDBY LETTERS OF CREDIT Standby letters of credit are classified within Level 3. The fair value of letters of credit approximate the fees currently charged for similar agreements or the estimated cost to terminate or otherwise settle similar obligations. LOANS For certain loans evaluated for impairment under FASB impairment guidance, the fair value is based upon the underlying collateral since the loans are collateral-dependent loans for which real estate is the collateral. The fair value measurement process uses appraisals and other marketbased information, but in many cases it also requires significant input based on management’s knowledge of and judgment about current market conditions, specific issues relating to the collateral and other matters. As a result, these fair value measurements fall within Level 3 of the
VALUATION TECHNIQUES
hierarchy. When the value of the real estate, less estimated costs to sell, is less than the principal
As more fully discussed in Note 2, Summary of Significant Accounting Policies, accounting guidance
balance of the loan, a specific reserve is established.
establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The following
OTHER PROPERTY OWNED
represent a brief summary of the valuation techniques used by Northwest FCS for assets and
The process for measuring the fair value of other property owned involves the use of appraisals or
liabilities.
other market-based information. Costs to sell represent transaction costs and are not included as a component of the asset’s fair value. As a result, these fair value measurements fall within Level 3
ASSETS HELD IN NON-QUALIFIED TRUSTS Assets held in trust funds related to deferred compensation and supplemental retirement plans are classified within Level 1. The trust funds include investments that are actively traded and have
of the hierarchy.
NOTE 15 > Commitments and Contingencies
quoted net asset values that are observable in the marketplace. Northwest FCS has various commitments outstanding and contingent liabilities. DERIVATIVES Exchange-traded derivatives valued using quoted prices would be classified within Level 1 of the
Northwest FCS may participate in financial instruments with off-balance-sheet risk to satisfy the
valuation hierarchy. However, few classes of derivative contracts are listed on an exchange; thus,
financing needs of its customers and to manage their exposure to interest-rate risk. These financial instruments include commitments to extend credit and/or commercial letters of credit. The
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NORTHWEST FCS
instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized
In addition, actions are pending against Northwest FCS in which claims for monetary damages are
in the financial statements. Commitments to extend credit are agreements to lend to a customer
asserted. Based on current information, management and legal counsel are of the opinion that the
as long as there is not a violation of any condition established in the contract. Commercial letters
ultimate liability, if any resulting there from, would not be material in relation to the financial
of credit are agreements to pay a beneficiary under conditions specified in the letter of credit.
position and results of operation of Northwest FCS.
Commitments and letters of credit generally have fixed expiration dates or other termination clauses and may require payment of a fee. At December 31, 2012, $3,700,905 of commitments to
NOTE 16 > Disclosures about Fair Value of Financial Instruments
extend credit and $19,052 of commercial letters of credit were outstanding. Quoted market prices are generally not available for certain System financial instruments, as Since many of these commitments are expected to expire without being drawn upon, the total
described below. Accordingly, fair values are based on judgments regarding future expected loss
commitments do not necessarily represent future cash requirements. However, these credit-related
experience, current economic conditions, risk characteristics of various financial instruments, and
financial instruments have off-balance-sheet credit risk because their amounts are not reflected on
other factors. These estimates involve uncertainties and matters of judgment, and therefore
the balance sheet until funded. The credit risk associated with issuing commitments is substantially
cannot be determined with precision. Changes in assumptions could significantly affect the
the same as that involved in extending loans to borrowers and management applies the same
estimates.
credit policies to these commitments. Upon fully funding a commitment, the credit risk amounts are equal to the contract amounts, assuming that borrowers fail completely to meet their
The next table presents the carrying amounts and estimated fair values of Northwest FCS’ financial
obligations and the collateral or other security is of no value. The amount of collateral obtained, if
instruments at December 31, 2012, 2011, and 2010:
deemed necessary upon extension of credit, is based on management’s credit evaluation of the borrower. Northwest FCS also participates in standby letters of credits to satisfy the financing needs of its borrowers. These letters of credit are irrevocable agreements to guarantee payments of specified financial obligations. Standby letters of credit are recorded at fair value on the Consolidated Balance Sheet of Northwest FCS. At December 31, 2012, $70,281 of standby letters of credit were outstanding. The standby letters of credit typically have expiration dates of one year or less. Northwest FCS maintains a contingency reserve for unfunded commitments, which reflects our best estimate of losses inherent in lending commitments made to customers but not yet disbursed upon. The reserve totaled $12,000 at December 31, 2012 and 2011, and $7,000 at December 31, 2010. During 2012 and 2011, Northwest FCS recorded a contingent liability of $1,000 and $2,000, respectively, related to a revenue tax. Northwest FCS has been in contact with the taxing authority and has initiated managed audit proceedings to obtain a resolution and determine any amounts potentially owed for periods open within the statute of limitations.
A description of the methods and assumptions used to estimate the fair value of each class of Northwest FCS' financial instruments for which it is practicable to estimate that value follows: LOANS Fair value is estimated by discounting the expected future cash flows using Northwest FCS’ current interest rates at which similar loans would be made or repriced to borrowers with similar credit risk. As the discount rates are based on Northwest FCS’ loan origination rates as well as
2012 ANNUAL REPORT
65
management estimates of credit risk, management has no basis to determine whether the
DERIVATIVE ASSETS AND LIABILITIES
estimated fair values presented would be indicative of the assumptions and adjustments that a
The fair value of derivative financial instruments is the estimated amount that Northwest FCS
purchaser of the loans would seek in an actual sale, which could be less.
would receive or pay to replace the instruments at the reporting date. The values are provided by the Bank based on internal market valuation models.
For purposes of determining fair value of accruing loans, the loan portfolio is segregated into pools of loans with homogeneous characteristics. Expected future cash flows and interest rates reflecting
STANDBY LETTERS OF CREDIT
appropriate credit risk are separately determined for each individual pool.
The fair value of standby letters of credit is based on fees currently charged for similar agreements.
For nonaccrual loans, it is assumed that collection will result only from the disposition of the underlying collateral. Fair value of these loans is estimated to equal the aggregate net realizable
NOTE 17 > Derivative Instruments and Hedging Activities
value of the underlying collateral. When the net realizable value of collateral exceeds legal obligation for a particular loan, the legal obligation was used for evaluating fair values of the
Northwest FCS maintains an overall risk management strategy that incorporates the use of
respective loans. The carrying value of accrued interest receivable was assumed to approximate its
derivative financial instruments to minimize significant unplanned fluctuations in earnings that are
fair value.
caused by interest rate volatility. Our goal is to manage interest rate sensitivity by modifying the repricing or maturity characteristics of certain balance sheet assets and liabilities. Northwest FCS
ALLOWANCE FOR LOAN LOSSES
also maintains a foreign exchange risk management strategy to reduce the impact of foreign
As discussed in Note 2, the allowance for loan losses represents an estimate of the credit risk in
currency fluctuations on our foreign currency denominated loan assets. As a result of interest rate
Northwest FCS' loan portfolio. Because the discount rate used to adjust the carrying value of each
and foreign exchange rate fluctuations, fixed rate assets and liabilities will appreciate or depreciate
loan pool to its fair value reflects the credit risk in the loan portfolio, the allowance for loan losses
in market value. The effect of this variability in earnings is expected to be substantially offset by
is not considered necessary in determining the fair value of Northwest FCS' financial instruments.
gains and losses on the derivative instruments that are linked to these assets and liabilities. Northwest FCS considers the strategic use of derivatives to be a prudent method of managing
ASSETS HELD IN NON-QUALIFIED BENEFITS TRUSTS
interest rate and foreign exchange risk, as it prevents earnings from being exposed to undue risk
These assets relate to deferred compensation and supplemental retirement plans. As discussed in
posed by changes in interest rates or foreign exchange rates.
Note 14, the fair value of these assets is quoted net asset values. By using derivative instruments, Northwest FCS exposes itself to credit risk and market risk. NOTE PAYABLE TO COBANK, ACB
Generally, when the fair value of a derivative contract is positive, this indicates that the
Notes payable are not all regularly traded in the secondary market and those that are traded may
counterparty owes Northwest FCS, thus creating a performance risk for Northwest FCS. When the
not have readily available quoted market prices. Therefore, the fair value of the majority of
fair value of the derivative contract is negative, Northwest FCS owes the counterparty and,
instruments is estimated by calculating the discounted value of the expected future cash flows. To
therefore assumes no performance risk. Northwest FCS’ derivative activities are monitored by its
the extent that quoted market prices on like instruments are available, the fair value of these
ALCO as part of the Committee’s oversight of the Association’s asset/liability and treasury
instruments is estimated by discounting expected future cash flows based on the quoted market
functions. The Committee is responsible for approving hedging strategies that are developed within
price of similar maturity U.S. Treasury notes, assuming a constant estimated yield spread
parameters established by Northwest FCS’ Board of Directors. The resulting hedging strategies are
relationship between Systemwide bonds and notes and comparable U.S. Treasury notes.
then incorporated into Northwest FCS’ overall risk-management strategies.
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NORTHWEST FCS
Northwest FCS has purchased an interest rate cap from CoBank to hedge the potential impact of
NOTE 18 > Quarterly Financial Information (Unaudited)
rising interest rates on our floating-rate debt. If the strike rate of the purchased interest rate cap is exceeded, Northwest FCS will receive cash flows on the derivative to hedge our floating-rate
Quarterly results of operations for the years ended December 31, 2012, 2011, and 2010 follow:
funding exposure above such strike levels. The interest rate cap is accounted for as a cash-flow hedge. The cap has a notional amount of $73 million, and was purchased at a trade-date fair value of $1,500. As of December 31, 2012, the cap fair value was $129 and the corresponding loss of $1,371 was recorded to accumulated other comprehensive loss. As of December 31, 2011, the cap fair value was $477 and the corresponding loss of $1,023 was recorded to accumulated other comprehensive loss. At December 31, 2010, the cap fair value was $1,996 and the corresponding gain of $496 was recorded to accumulated other comprehensive loss. Northwest FCS also uses foreign exchange forward positions to “lock in” a desired cash flow on foreign currency denominated loans. The specific terms and amounts of the forwards are determined based on the known cash flows on the loans. Each cash flow is hedged via a separate foreign exchange forward sale as it arises. As of December 31, 2012, Northwest FCS recorded a derivative liability of $37 for its executed foreign currency forward contracts, with the corresponding offset to accumulated other comprehensive loss adjusted in accordance with accounting guidance on foreign currency translation. The fair value at December 31, 2011, was a derivative liability of $293 with a corresponding offset to accumulated other comprehensive loss adjusted in accordance with accounting guidance on foreign currency translation. The fair value at December 31, 2010, was a derivative liability of $313 with a corresponding offset to accumulated
Northwest FCS’ 2012 Quarterly Reports to Stockholders are available free of charge by contacting
other comprehensive loss adjusted in accordance with accounting guidance on foreign currency
Northwest Farm Credit Services, ACA, P.O. Box 2515, Spokane Washington 99220-2515 or
translation.
contacting by telephone at (509) 340-5300 or toll free (800) 743-2125 . Northwest FCS’ 2012 Quarterly Reports to Stockholders are also available free of charge at any office location or at www.northwestfcs.com. The 2013 Quarterly Reports to Stockholders will be available on approximately May 15, 2013, August 14, 2013, and November 14, 2013. The Northwest FCS 2013 Annual Report will be posted on www.northwestfcs.com by March 14, 2014.
NOTE 19 > Subsequent Event Northwest FCS has evaluated subsequent events through March 1, 2013, which is the date the financial statements were issued or available to be issued.
2012 ANNUAL REPORT
67
NORTHWEST FARM CREDIT SERVICES, ACA
DISCLOSURE INFORMATION REQUIRED BY FARM CREDIT ADMINISTRATION REGULATIONS (UNAUDITED) DESCRIPTION OF BUSINESS
MANAGEMENT’S DISCUSSION AND ANALYSIS Management’s Discussion and Analysis included in this annual report is incorporated herein by reference.
BOARD OF DIRECTORS Corporate Governance The Board of Directors of Northwest FCS is comprised of 14 director positions. Eleven directors are
General information regarding the business is incorporated herein by reference to Note 1 of the
elected by the voting membership. Each represents one of eleven geographic regions that
financial statements included in this annual report.
comprise Northwest FCS’ operating territory. Three directors are elected by the Board. Two of
The description of significant developments, if any, is incorporated herein by reference to “Management’s Discussion and Analysis” of Financial Condition and Results of Operations included in this annual report.
DESCRIPTION OF PROPERTY
these board-elected directors are Outside Directors who cannot be customers, stockholders, employees or agents of any Farm Credit institution. One of these Outside Directors is designated as a “financial expert” as defined by FCA Regulation. This director brings independence and financial, accounting, and audit expertise to the Board and chairs the Board’s Audit Committee. The other Outside Director position is used to bring independence, an outside perspective and other areas of expertise to enhance Board oversight capabilities. Currently, both Outside Directors
Northwest FCS is headquartered in Spokane, Washington. Northwest FCS owns and leases various
qualify as financial experts and one acts as an alternate to the designated “financial expert.” The
facilities across the territory it serves, which are described in this annual report.
third board-elected director position is a stockholder and is intended to help assure representation
LEGAL PROCEEDINGS
of market segments not currently represented by a stockholder-elected director position or to bring desired skills or background to the Board.
Information regarding legal proceedings is incorporated herein by reference to Note 15 of the financial statements included in this annual report.
Northwest FCS’ Board has a comprehensive director training and development program in place. This training consists of an annual board self-assessment of its governance practices as well as a
DESCRIPTION OF CAPITAL STRUCTURE Information regarding capital structure is incorporated herein by reference to Note 8 of the financial statements included in this annual report.
comprehensive new director orientation program. This program is intended to develop an understanding of the roles and responsibilities of a director as well as to familiarize newer Board members with key areas of financial performance, reporting and board oversight. This training commitment involves an expectation of attendance by all directors at both Farm Credit System and
DESCRIPTION OF LIABILITIES
non-System meetings, seminars, and conferences as well as completion of a comprehensive board
Information regarding liabilities is incorporated herein by reference to Notes 5, 7, 10, 11, 15, and
only an understanding of the Farm Credit System, but also exposes Board members to best
16 of the financial statements included in this annual report.
practices of other financial and lending institutions and allows them to benchmark Northwest FCS’
SELECTED FINANCIAL DATA
training and leadership program during their term of service. This balance of training assures not
operations against those of other successful lending institutions.
“Five Year Summary of Selected Financial Data” included in this annual report is incorporated
The Board is independent of management. The CEO and Internal Audit report to the Board and no
herein by reference.
management or employees may serve as directors. The Board generally has six regularly scheduled meetings each year, plus interim conference calls as needed between meetings. One of
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those regularly scheduled meetings is conducted as a comprehensive three-day strategic planning
Board of Directors has determined that Ms. Burmeister-Smith has the qualifications and experience
session. The Board currently operates with a structure of five committees – Governance, Audit,
necessary to serve as an audit committee “financial expert,” as defined by FCA regulation, and she
Compensation, Risk and Strategy. These committees are structured to provide focus and expertise
has been designated as such. Outside Director Julie Shiflett also qualifies as a financial expert and
in key areas of board oversight and to enhance the overall efficiency of scheduled Board meetings.
is a designated alternate to serve in Ms. Burmeister-Smith’s absence.
All policies, substantial contracts, and other major initiatives are generally reviewed by one of these committees, with any actions recommended to the full Board for approval. Each committee
Audit Committee members are appointed by the Board. The Audit Committee has unrestricted
approves an operating statement outlining the purpose of the committee, its duties,
access to representatives of the Internal Audit department, independent public accountants, and
responsibilities, and authorities. Generally, these responsibilities are advisory in nature, with the
Finance Division. Internal Audit reports directly to this committee.
full Board acting on committee recommendations. These operating statements are reviewed and approved by the full Board at least annually. This committee structure is organized to reflect
This committee assists the Board in fulfilling its oversight responsibility related to accounting
Northwest FCS’ key financial and operational areas of risk and to enhance the overall effectiveness
policies, internal controls, financial reporting practices, and regulatory requirements. This
of the Board’s oversight of these areas. These committees generally meet as part of regularly
committee has an operating statement detailing its purpose and key objectives, authority,
scheduled Board meetings and also conduct conference calls as needed to carry out their
composition, meeting requirements, and responsibilities. The operating statement, among other
responsibilities between those regular meetings. The following are full descriptions of those
things, gives the committee the authority to hire and compensate the external auditor, approve all
committees:
audit and permitted non-audit services, review the audited financial statements and all public financial disclosures, meet privately with internal and external auditors, and review any complaints
Governance Committee This committee is made up of the Chair and Vice Chair of the Board as well as the Chair of the Compensation, Audit, Risk, and Strategy Committees. In years where a new Board Chair is elected, the prior year’s Board Chair also serves on this committee. The Governance Committee has the
regarding accounting irregularities and fraud. The operating statement is posted on Northwest FCS’ website www.northwestfcs.com.
Compensation Committee
authority to review, prioritize, and recommend agenda items for Board meetings and is responsible
This committee consists of the Board Chair and Vice Chair, at least one Outside Director, and three
for all Board policies not assigned to other committees. Committee duties also include serving as
to four other Board members selected by the Board Chair and the Outside Director. Neither the
an ad hoc committee on major System and organizational issues as well as legislative and
CEO nor any member of management can be involved in the selection of committee members nor
regulatory affairs, including monitoring Northwest FCS’ lobbying activities. This committee also
can they participate in any deliberations of the committee on matters relating to their own
oversees the director nomination and Board election processes, director training, Standards of
compensation.
Conduct, and serves as a Search Committee for appointed director positions and CEO transition, if needed.
The committee is responsible for reviewing and recommending for full Board approval the performance goals for the CEO and the evaluation of the CEO’s performance against those goals.
Audit Committee This committee is made up of at least four Board members, including at least one appointed Outside Director. All members of the committee are expected to have practical knowledge of finance and accounting, be able to read and have a working understanding of the financial statements, or develop that understanding within a reasonable period of time after being appointed to the committee. The director designated as the “financial expert” serves as the chair of this committee. Outside Director Christy Burmeister-Smith currently serves in this position. The
It also recommends to the Board all actions necessary to administer the CEO’s base salary and any short-term or long-term incentive awards under the terms of the CEO’s compensation plan. This committee is also responsible for recommending to the Board the terms of the Senior Officers’ compensation plan and participation of Senior Officers in that plan. The Board has delegated to the CEO the responsibility to administer the base salaries of those Senior Officers within Board approved guidelines. However, the CEO must review the base salary administration with the Compensation Committee before it becomes effective. The committee also reviews and
2012 ANNUAL REPORT
69
recommends for Board approval any short- or long-term incentives to be awarded to Senior
Northwest FCS Directors
Officers under the terms of their compensation plan. The committee is also responsible for director
The following represents information regarding the directors of Northwest FCS, including their
compensation and for oversight of Northwest FCS’ employee salary structure, benefit plans, all
principle occupations, business experience and any business in which they serve on the board of
Board policies applicable to those plans and other human resource matters not specifically
directors or as a senior officer. Unless otherwise noted, the principle occupation, business
assigned to other committees.
experience and employment of the directors over at least the past five years, is related to their
Risk Committee This committee provides oversight for the majority of the enterprise risk management practices of
farming, ranching or aquatics operations described below.
Rick Barnes – Callahan, California
the association. This committee reviews credit portfolio policies and management reports that
Elected in 2010; term expires 2015
monitor compliance with these policies. It also acts on behalf of the Board on certain delegated
Principal Occupation/Experience: Owner/Operator, Limerock Ranch, a cow-calf operation with
credit related matters. The committee reviews and recommends to the full Board for approval
some timber. Also produces grass hay for the horse market.
underwriting standards and portfolio and lending limit policies, which guide all of Northwest FCS’
Other Affiliations: Director, Siskiyou Resource Conservation District
lending and credit related activities. In addition to monitoring the overall credit characteristics of the industries Northwest FCS serves and the existing portfolio, the committee also reviews and
Christy Burmeister-Smith – Newman Lake, Washington
recommends to the full Board for approval, certain credit related actions that exceed
Board-Elected Outside Director
management’s delegated authority. This committee also oversees key risk areas associated with
Elected in 2010; term expires 2015
budget, operations, technology, funding, interest rate, liquidity, capital management as well as
Principal Occupation/Experience: Vice President-Controller and Principal Accounting Officer at
those risks associated with its alliance partners and counterparties.
Avista Corporation, a provider of utility services. Serves as the designated “financial expert’ on the Northwest FCS Board.
Strategy Committee This committee provides oversight in developing and monitoring the association’s strategic and business plans in accordance with Northwest FCS’ mission, policies and procedures. It is responsible to ensure board planning sessions and the association’s overall strategic planning processes serve as foundations for the Business Plan. This specifically includes evaluating potential benefits, costs, risks and strategies for considering opportunities such as emerging technologies, product development, joint ventures, strategic alliances and mergers and acquisitions. The committee oversees marketing, advertising and contribution activity. It provides oversight of the Local Advisor program, Crop Insurance, Business Management Center and Knowledge Center. The committee also evaluates management’s assessment of the association’s internal strengths and weaknesses and external factors such as economic, competitor and political trends. The committee’s authority is generally limited to investigation, development of proposed positions, and making recommendations to the full Board for approval when appropriate.
Other Affiliations: Director, Avista Foundations, a community investment program providing funding to non-profit organizations; Director, YWCA of Spokane, social services provider
Drew Eggers – Meridian, Idaho Elected in 2001; term expires 2014 Principal Occupation/Experience: Owner/operator, Drew Eggers Farms. Raises peppermint, spearmint, winter wheat and silage corn. Other Affiliations: Chairman, Leadership Idaho Agriculture Foundation
Jim Farmer – Nyssa, Oregon Elected in 2010; term expires 2015 Principal Occupation/Experience: Part owner/Board member and Secretary/Treasurer, Deseret Farms, a row crop farming operation. Serves as President/Board member, Fort Boise Produce, a fresh onion packing and marketing operation. Other Affiliations: Secretary/Treasurer, Nyssa Rural Fire Protection District
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Mark Gehring – Salem, Oregon Elected in 2010; term expires 2015 Principal Occupation/Experience: Owner/operator, Gehring Farms; Managing Member, Gibson Creek Farms, LLC. Raises marionberries, blackberries, radish seed, wheat and turf grass seed.
Other Affiliations: Vice Chairman, Rocky Mountain Supply, a southwest Montana supply cooperative; Director, CHS, Inc.
Bruce Nelson – Spokane, Washington
Other Affiliations: Mr. Gehring’s interests in RainSweet/RS Growers, Inc., a Salem, Oregon fruit
Elected in 1999; term expires 2014
and vegetable processor, were sold to family members in 2012. Prior Board Chair, RainSweet/RS
Principal Occupation/Experience: Owner, Nelson Farms, Inc., Silver Creek Farms, Inc., and
Growers.
Twin Buttes Farms, Inc., raising several varieties of wheat, peas, lentils, barley and nursery trees.
David Hedlin – Mt. Vernon, Washington Elected in 2006; term expires 2016 Principal Occupation/Experience: Owner, R C Koudal Land Co. Raises vegetable seed, pickling
Other Affiliations: Director, Washington’s Nature Conservancy Board; Ag Advisory Board Member for Congresswoman Cathy McMorris Rodgers
Dave Nisbet – Bay Center, Washington
cucumbers, pumpkins and wheat.
Board-elected stockholder director
Other Affiliations: Board Member, Northwest Ag Research Foundation, Skagitonians to Preserve
Elected in 2007; term expires 2017
Farmland, and Skagit Valley Culinary Arts; Commissioner, Skagit County Dike District #9.
Principal Occupation/Experience: Owner, Nisbet Oyster Co., Inc.; President and CEO, Goose
John Helle - Dillon, Montana
Point Oysters, Inc., and Hawaiian Shellfish, LLC, growing Pacific oysters and shellfish processing plant.
Elected in 2012; term expires 2017
Other Affiliations: Director, Pacific Shellfish Institute; Advisory Board Member, Oregon State
Principal Occupation/Experience: Owner, Helle Livestock, a commercial and purebred sheep
University Coastal Oregon Marine Experiment Station (COMES); Executive Board Member, OSU
operation. Runs cow/calf pairs and farms small grains and hay.
Seafood Consumer Center.
Other Affiliations: None
Herb Karst – Sunburst, Montana
Kevin Riel – Yakima, Washington Elected in 2007; term expires 2017
Elected in 2008; term expires 2013
Principal Occupation/Experience: President, Double R Hop Ranches, Inc., President, Trigen
Principal Occupation/Experience: President, Karag, Inc., a family-held corporation producing
Enterprises, Inc., Managing Partner, WLJ Investments LLC, and 4K Investments, LLC. Raises hops,
wheat, malting barley and other crops on a 4,300 acre farm in the joint venture 1927 Homestead.
apples and Concord grapes.
Barley production consultant with Heineken International.
Other Affiliations: Director, Hop Growers of America
Other Affiliations: Board Member, The Farm Credit Council, a Farm Credit System trade association handling legislative and regulatory matters.
Ed Malesich – Dillon, Montana Elected in 1999; term expired 2012. Due to term limits, Mr. Malesich could not run for re-election.
Karen Schott – Broadview, Montana Elected in 2006; term expires 2016 Principal Occupation/Experience: Owner/Secretary, Bar Four F Ranch, Inc. Raises winter wheat, spring wheat, peas, and lease pasture operation.
He served as a director until his replacement was seated in March 2012.
Other Affiliations: Advisory Board Member, Southern Montana Experiment Station; President,
Principal Occupation/Experience: Owner/President, Malesich Ranch Co.; Secretary/Treasurer,
Broadview Community Center Board
Stone Creek Ranch. Commercial cow-calf operation, raises wheat, malt barley, and alfalfa hay.
2012 ANNUAL REPORT
71
Julie Shiflett – Spokane, Washington
FCS meetings or functions. If a director is not able to attend a regular monthly board meeting,
Board-Elected Outside Director
then the director only receives the monthly retainer if attendance at or performance of other
Elected in 2008; term expires 2013
official business during that month warrant that payment. In addition, Northwest FCS purchases an
Principal Occupation/Experience: Executive Vice President and Chief Financial Officer, Red
Accidental Death and Disability policy for each director.
Lion Hotels; founding partner of Northwest CFO, which assists emerging and mid-market companies to increase cash flow, profitability, sales, and company value; past CFO for Signature Genomic Laboratories and Columbia Paint and Coatings. Serves as the alternate to the designated “financial expert” on Northwest FCS’ Board. Other Affiliations: Chair, Deaconess Medical Center Board of Trustees; Director and Audit Committee Chair, American Chemet Corporation, a powder based chemicals manufacturer.
Shawn Walters – Newdale, Idaho Elected in 2010; term expires 2016 Principal Occupation/Experience: Owner, Shawn Walters Farms, Inc.; Co-Owner, Walters Produce, Inc.; Partner in Walters & Walters, Aristocrat Farms, Idaho Grain Producers, Walters Osgood Farms, and Walters Family Limited Partnership. Operates a fresh pack potato facility, grows potatoes, wheat, barley and alfalfa. Other Affiliations: Director, Enterprise Canal; Director, Idaho Business Council COMPENSATION OF DIRECTORS Director compensation is under the oversight of the Board’s Compensation Committee. The committee conducts periodic director compensation studies to identify current compensation paid to directors of Farm Credit and other similar entities. Based upon these studies, the compensation committee recommends for approval adjustments to director compensation including any pay differentials paid to the chairman or other key board positions. Absent such a study, board policy limits any adjustment to director compensation to the cost of living index published each year by FCA. Increases to director compensation typically become effective May 1 of each year. Director compensation in 2012 was set at a rate of $48,798 per year for all directors. The Board Chair and Chairs of both the Audit and Compensation Committees are paid $53,678. This represents an additional 10 percent, and reflects their unique responsibilities and significant additional time demands of these three positions. Director compensation paid annually to all directors was increased effective May 2012 by $1,493 ($1,648 in the case of the Chair of the Board and the Chairs of the Audit and Compensation Committees). Each director receives a monthly retainer of $4,067 and the Board Chair and Chairs of the Audit and Compensation Committees receive a monthly retainer of $4,473. No additional per diem is paid for attendance at Northwest
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Directors and Senior Officers are reimbursed for reasonable travel expenses and related expenses while conducting association business. In addition, directors are allowed reimbursement for expenses related to their spouse attending the Annual Stockholder and Local Advisors Meeting, summer planning session, the December Board meeting and one national meeting each year. Directors’ spouse travel expenses may also be reimbursed for the legislative fly-in- if the spouse participates in Congressional visits. In all other cases, spouse expenses are reimbursed only if attendance at a meeting is preapproved by the Board. The aggregate amount of expenses reimbursed to directors in 2012 was $106,789 compared to $137,382 in 2011 and $156,691 in 2010. The Director Compensation policy is available and will be disclosed to stockholders upon request. Information for each director for the year ended December 31, 2012, is as follows:
SENIOR OFFICERS
Stacy Lavin, General Counsel
Listed below is the CEO and eight Senior Officers of Northwest FCS who served during 2012. These
Mr. Lavin has served as General Counsel since May 2011. Prior to that, he was Assistant General
Senior Officers reported to the CEO and were on the Management Executive Committee (MEC) of
Counsel. Mr. Lavin has worked for Northwest FCS since 2001.
Northwest FCS. Information is provided on the experience of these Senior Officers, as well as on any business for which they serve on the board of directors or act as a senior officer and the primary business of that organization.
Tom Nakano, Executive Vice President-Chief Financial Officer Mr. Nakano has served as Executive Vice President-Chief Financial Officer since October 2004. Prior to that he was Vice President-Loan Accounting and Operations and held various positions for
Phil DiPofi, President and CEO Mr. DiPofi has served as President and CEO since January 1, 2011. Prior to that, he held various senior officer positions with CoBank. Mr. DiPofi currently serves on the Board of Financial Partners, Inc. (FPI) which provides technology support for Farm Credit institutions, including Northwest FCS. He also serves on the board of Second Harvest Food Bank in Spokane, Washington. Second Harvest leads a network of 250 neighborhood food banks and meal centers throughout Eastern Washington and North Idaho. Jim Allen, Senior Vice President-Capital Markets Mr. Allen has served as Senior Vice President-Capital Markets since the unit’s inception in 1995. He served on the MEC in early 2011 during the management transition and was then re-appointed in July 2011, serving the remainder of the year. Prior to that, he held various positions for Northwest FCS since being hired in 1978.
Northwest FCS since being hired in 1993. Mr. Nakano serves on the Farm Credit Foundations Consolidated Benefit Trust Committee. This committee oversees the fiduciary and plan administrative responsibilities of the medical and welfare benefit plans offered by a number of Farm Credit employers. He also serves as a board member of the Oregon State University Alumni Association which engages alumni and friends to promote the advancement of the university and build alumni membership, programs and value-added services. Mark Nonnenmacher, Executive Vice President-Agribusiness Mr. Nonnenmacher has served as Executive Vice President-Agribusiness since April, 2012. Mr. Nonnenmacher has over 24 years of experience in the Farm Credit System, most recently at CoBank managing the agribusiness lending operations of their Western Region. Kathy Payne, Executive Vice President-Human Resources and Corporate Administration
Fred DePell, Executive Vice President-Financial Services
Ms. Payne has served as Executive Vice President-Human Resources and Corporate Administration
Mr. DePell has served as Executive Vice President-Financial Services since 1992. Prior to that, he
since July 2011. Prior to that she served as Executive Vice President-Human Resources and
held various positions for Northwest FCS since being hired in 1978. Mr. DePell serves on the board
Marketing, in a lead position in the Human Resources department since 1992 and in various other
of directors of the YMCA of the Inland Northwest (YMCA) headquartered in Spokane, Washington.
positions since being hired in 1988. Ms. Payne serves on the board of directors of the Farm Credit
The YMCA is part of the largest not-for-profit community service organizations in America, working
Foundations Consolidated Plan Sponsor Committee which oversees the plan design and non-
to meet the health and social service needs of men, women and children.
fiduciary responsibilities associated with the benefit plans offered by a number of Farm Credit employers.
Brent Fetsch, Senior Vice President-Chief Strategy Officer and Chief Information Officer
John Phelan, Executive Vice President-Chief Risk Officer
Mr. Fetsch has served as Senior Vice President-Chief Strategy Officer and Chief Information Officer
Mr. Phelan has served as Executive Vice President and Chief Risk Officer since January 2011. Prior
since January 2011. Prior to that, he was Senior Vice President-Community Lending and also held
to that, he was Senior Vice President-Commercial Lending and held various positions with
various positions for Northwest FCS since being hired in 1987.
Northwest FCS since being hired in 1992.
2012 ANNUAL REPORT
73
COMPENSATION OF CEO AND SENIOR OFFICERS
results are below our plan, compensation paid will be less than competitive levels. The at-risk
Executive Compensation - Summary
component of compensation is provided through short- and long-term incentives while the “fixed”
Our compensation program for the CEO and Senior Officers of Northwest FCS is designed to reward management for performance that builds long-term value for our stockholders, fulfills our mission, ensures safety and soundness of our organization and builds the value of our cooperative. We accomplish this by tying a significant portion of compensation for our leadership team to balanced scorecards of performance measures that are consistent with our strategy and mission. To demonstrate our commitment to align compensation with strong governance practices that are in our stockholders’ interests, in 2012, the Compensation Committee (Committee):
Program Design Our compensation program for the CEO and Senior Officers has four components: Component Salary
Purpose Pay a competitive salary to reward for experience, skills and performance. Provide a competitive basis for other rewards based on salary.
Approved a number of enhancements that strengthen the linkage between pay and performance of the organization,
Short-Term
Reward for accomplishing annual Northwest FCS’ goals that over time result
Implemented changes that place more emphasis on multiple-year measurements to
Incentive Plan
in long-term success. Reward for profitability, return on stockholder equity,
reward for sustained performance,
(STIP)
loan quality, expense control, and achieving strategic goals. Reward for
Reviewed the competitive marketplace to ensure competitiveness of compensation,
Reviewed the overall compensation program design, including incentive plans, to ensure
portion is salary and benefits, as explained below.
individual employee contributions.
it does not encourage excessive risk taking, and
Long-Term
Reward for sustained performance, safety and soundness of Northwest FCS.
Assessed Committee governance to ensure the Committee follows best governance
Incentive Plan
Reward for achieving multiple-year Northwest FCS’ goals for profitability,
practices, and modified its charter accordingly, including retaining its own independent
(LTIP)
return on stockholder equity, loan quality, capital adequacy and achieving strategic goals. Retain top performers through long-term payouts based on
consultant.
performance.
Compensation Philosophy Our compensation program is intended to:
Support a strong and enduring cooperative enterprise,
Successfully execute our mission,
Reinforce a high-performance culture through pay for performance,
Attract and retain talented staff needed to achieve our mission, and
Provide competitive total compensation opportunities that balance current rewards with long-term opportunities, and that provide security contingent upon performance.
Linking Pay and Performance Our framework for compensation is designed to pay for performance. To achieve competitive compensation levels, our management must achieve strong results across multiple measures of performance. As a result, a large percentage of their compensation is “at risk” - if Northwest FCS
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NORTHWEST FCS
Benefits
Provide financial security and convenience for our employees through a competitive benefits program and limited perquisites; considered “indirect” compensation.
Total
Each component and the total compensation package is managed to be competitive and ensure a linkage to performance.
Performance Assessment The Committee implemented a framework of multiple performance metrics and goals and individual performance assessment to reinforce our pay for performance philosophy. This framework balances annual and multiple-year performance measurement scorecards that are composed of multiple measures. In 2012, the Committee approved the implementation of a new
STIP based upon multiple measures of performance, including individual performance, and a new
performance period, after the Committee approves achievement of financial targets and goals and
LTIP that is based upon multiple years of performance, replacing the prior LTIP.
individual awards to Senior Officers. Target awards for the LTIP implemented in 2012 range from
The following table summarizes the scorecards for each plan:
20 percent to 60 percent of salary with a range of opportunity from 0 percent up to 200 percent of their target award.
Component STIP
Weight
Measure/Goal
Performance Period
30%
After-tax Net Income
The LTIP was implemented in 2012 with a plan that is based upon 2012-13 performance. In
20%
Return on Equity
addition, to facilitate the transition from the prior LTIP to the new LTIP, a one-year “stub-plan”
20%
Adverse Assets/Risk Funds
10%
Efficiency Ratio
be paid in 2013 based upon the 2012 performance period after the Committee approves
20%
Strategic Business Objectives
achievement of financial targets and goals. The 2012-2013 LTIP awards, if any, will be paid in
15%
After-tax Net Income
15%
Return on Equity
25%
Adverse Assets/Risk Funds
Annual
was implemented that was based upon 2012 performance. LTIP awards for the 2012 stub plan will
2014. LTIP
The measures used in incentive compensation are what we believe to be the key drivers of Multiple-Year
Northwest FCS’ long-term success, and are directly correlated to the pay received by Senior
20%
Core Capital
Officers. Components of Senior Officer compensation increased or decreased in 2012 based on the
25%
Strategic Business Objectives
level of achievement of these goals, which are tied to Northwest FCS’ mission and strategy.
The Committee approves financial targets and goals for each category at the beginning of each
To calculate incentive awards, Northwest FCS aggregates the performance under each plan and
performance period, including minimum levels of performance that are required for an award to be
calculates a separate Corporate Performance Factor (CPF) for the STIP and LTIP. For the STIP,
earned in each category, and maximum levels of performance on which incentive will be paid. The
individual performance is assessed (see Performance Assessment above) and used to determine an
approved financial targets and goals are aligned with the organization’s business plan financial
Individual Performance Factor (IPF) used in the incentive award calculation. Actual awards under
metrics to ensure Senior Officer incentives match business plan objectives. The Committee retains
the STIP and LTIP for the CEO and Senior Officers were determined as follows:
discretion to adjust awards or performance assessments as needed to ensure rewards appropriately represent pay for performance. In addition to the measures and goals listed above, the adjustments to base salary and STIP awards are also determined based upon individual performance of the participant. As a part of the Northwest FCS’ performance management process, all employees are provided performance reviews and in the case of the CEO, the performance review is conducted by the Committee with input from the Board of Directors. 2012 Compensation Decisions All Senior Officers appointed to serve on the MEC participate in the STIP and LTIP. The target awards for the STIP range from 25 percent to 60 percent of salary and the actual STIP awards may range from 0 percent to 200 percent of their target awards depending upon Northwest FCS’ performance and individual performance. STIP awards are paid in the year following the
Actual STIP and LTIP awards earned for the President and CEO and other Senior Officers are presented in the Summary Compensation Table below. Discouraging Imprudent Risk Taking Our compensation program is structured to provide a balance of components that are based upon multiple financial and non-financial measures of performance. It is designed to encourage the appropriate level of risk-taking consistent with maintaining safety and soundness and
2012 ANNUAL REPORT
75
measurements aligned with our business strategy and mission. The Committee has taken the
taking:
Approving overall compensation plans and any design changes to compensation programs for the next fiscal year,
following measures to ensure our compensation program does not encourage inappropriate risk
Reviewing and approving programs that provide benefits or potential benefits to management such as employment agreements, severance benefits and other benefit
Implemented caps on incentive plans,
Implemented a new LTIP that measures performance over more than one year,
Designed our incentive plans to provide rewards based upon multiple financial and non-
programs, and
An annual assessment of the risk of programs to ensure the operation of the programs does not create a material adverse risk to the organization.
financial measures and goals,
Incorporated individual performance that is based upon our performance management system into the STIP awards,
Engaged our independent consultant to conduct a risk review of compensation and benefit programs,
Approved performance targets and ranges for STIP and LTIP metrics consistent with our business plan, strategy and mission, and
The Committee is composed of members of our Board of Directors and recommends to the Board CEO and Senior Officer compensation decisions. In carrying out its responsibilities, the Committee regularly reports to and consults with the Board and, when appropriate, discusses compensation matters with the CEO. The Committee reviews pay and performance matters throughout the year with the assistance of its independent consultant. The Committee’s process includes: Selecting and approving performance measures in the balanced scorecards and Senior Officer individual performance goals for performance assessment,
Reviewing mid-year performance results and accruals of STIP and LTIP awards,
Reviewing corporate performance against approved goals and determining final achievement,
Assessing CEO performance and reviewing Senior Officer performance assessments conducted by the CEO,
Determining each component of CEO compensation and approving each component of Senior Officer compensation for the next fiscal year using market comparisons and performance assessments,
Approving actual awards under incentive programs based upon performance assessments,
76
minimum requirements of this Committee including:
NORTHWEST FCS
Long-term compensation and retirement benefit obligations and concluded these are appropriate for the participants in the plans and their roles and responsibilities,
Incentive programs in the risk review to determine these programs are not unreasonable or disproportionate to the services provided by Senior Officers and other employees of
Retained discretion to adjust awards as needed.
Compensation Governance Process and Decisions
In conducting its responsibilities as determined by the Board, the Committee has considered the
Northwest FCS, and
Levels and design of Senior Officer total compensation to ensure alignment with Northwest FCS’ strategy.
CEO Compensation The Committee reviews the CEO’s total compensation based on the CEO’s performance, Northwest FCS’ performance and market considerations prepared by the independent consultant. Market considerations include compensation for CEOs of comparable financial institutions, including other Farm Credit System entities, approved by the Committee annually. The CEO participates in the STIP and LTIP programs provided for Senior Officers of Northwest FCS, in addition to receiving salary and benefits. The CEO’s STIP potential in 2012 was a target of 60 percent to be awarded for meeting these pre-established goals described above, and with the opportunity to earn up to 120 percent for exceeding those goals. The CEO’s LTIP award potential is a target of 60 percent to be awarded for meeting these pre-established goals, with a maximum award of 120 percent for exceeding those goals. The “Short-term Bonus” shown in the table below reflects the STIP earned by the CEO in each year. The “Deferred Award” shown for 2010 and 2011 reflects the LTIP award earned by the CEO in each year together with any gains or losses incurred on these funds while held in Trust in each of the years identified. The first award from the new LTIP represents the “stub plan” award for
performance against pre-established goals for 2012 when this plan was implemented. In the
held in trust. Therefore, the amount actually paid reflects those gains/losses while held in Trust.
future, awards will be based upon either 2 or 3 years of performance.
The first award from the new long-term plan represents the “stub plan” award for performance against pre-established goals for 2012 when this plan was implemented. In the future, awards will
Because Mr. DiPofi was not able to participate in Northwest FCS’ Defined Benefit Pension Plan, in
be based upon either 2 or 3 years of performance, as previously discussed.
addition to his compensation outlined above, Northwest FCS makes an annual contribution to his Non-Qualified Defined Contribution Plan. The amount is equal to the lesser of $200,000 or 15 percent of the total of his base salary and short-term incentive award each year. It is reported under “Perquisites/Other” in the table below. CEO Compensation shown for 2010 in the chart below reflects that paid to Mr. Penick, President and CEO of Northwest FCS until his retirement on December 31, 2010. Compensation for the years 2011 and 2012 reflect that awarded or paid to Mr. DiPofi, who assumed the position of President and CEO effective January 1, 2011.
Senior Officer Compensation Senior Officers participate in the STIP and LTIP in addition to receiving base salary and benefits
* Jay Penick (2010 only) and Phil DiPofi (2011 and 2012 only) **Deferred Awards – This figure reflects the principal amount of the long-term incentive earned in each of the years shown along with gains/losses incurred on the funds held in trust that year. In
generally provided to management personnel. The Committee reviews the Senior Officers’ total
the case of Senior Officers, this amount also includes retention awards made to those officers who
compensation based on their individual performance assessments provided by the CEO, Northwest
did not participate in the long-term incentive plan.
FCS’ performance and market considerations prepared by the independent consultant using the same comparable financial institutions as used for the CEO’s compensation. The STIP and LTIP
***Perquisites/Other - The CEO and select Senior Officers are provided a leased vehicle for their
provide Senior Officers the opportunity to earn awards as a percent of their base salaries for
business and personal use. The income related to personal use of those vehicles, as determined by
meeting pre-established performance goals. For 2012, STIP targets ranged from 25 percent to 40
Internal Revenue Service regulations, is included in the their total compensation. This item
percent with the potential to earn a maximum of 50 percent to 80 percent for exceeding those
includes any cash or non-cash compensation or awards paid to the CEO or these Senior Officers.
goals, and LTIP targets ranged from 20 percent to 35 percent with the potential to earn a
In years where the total volume of these perquisites is less than $5,000, no reporting is required.
maximum of 40 percent to 70 percent for exceeding those goals.
The 2010 figure includes a one-time retention payment made to Mr. Penick to assist with the
Summary Compensation Table
that was given to Mr. Penick on his retirement. The 2011 and 2012 figures include the income
The compensation shown in the table below is the actual compensation earned by the CEO and
related to Mr. DiPofi’s personal use of the leased vehicle he is provided, and the annual
Senior Officers during the years ended December 31, 2012, 2011, and 2010. The short-term
contribution to his nonqualified deferred compensation plan described above. In addition, the 2011
incentive shown in the next table for the Senior Officers reflects the combined short-term incentive
figure also includes a portion of his moving and relocation expenses that were “grossed up” to
earned in each year, which is paid to these Senior Officers in the following year once final year-end
compensate him for the tax impact of those reimbursed expenses.
transition to the new CEO as needed throughout 2011, and the residual value of the leased vehicle
financial performance has been determined. The “Deferred Award” in this chart reflects the combined long-term awards to the Senior Officers who participated in a long-term incentive plan in
****The number of Senior Officers (excluding the CEO) shown in the chart above who served in
the year they were earned, together with any gains or losses incurred on those awards that are
2012 was eight; in 2011 was ten; and in 2010, was seven and included Mr. DiPofi, who served as
held in trust, in the year identified. These awards are subject to market value fluctuations while
COO – President and CEO-elect during the month of December 2010.
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77
Total compensation paid during the last fiscal year to any Senior Officer, or to any other employee
FINANCIAL STATEMENTS
included in the aggregate, is available and will be disclosed to stockholders upon request. Senior
The financial statements, together with the Report of Independent Auditors dated March 1, 2013,
Officers are reimbursed for travel expenses and related expenses while conducting business for
and the Report of Management appearing in this annual report, are incorporated herein by
Northwest FCS.
reference.
The combined long-term awards actually paid to the Senior Officers (excluding the CEO) were
RELATIONSHIP WITH COBANK, FCB
$179,550, $1,281,804 and $265,169 for the years 2012, 2011 and 2010, respectively. These reflect long-term awards made in 2008, 2007 and 2006, respectively, that were actually paid out in the years noted and include gains/losses on those amounts while held in trust. This includes the retention payment made to those Senior Officers who do not participate in the long-term incentive
Northwest FCS’ statutory obligation to borrow from CoBank, FCB is discussed in Note 7.
CoBank, FCB’s ability to access the capital of Northwest FCS is discussed in Note 4.
The major terms of any capital preservation, loss sharing or financial assistance agreements
plan. The 2011 figure also includes the complete payout of all LTIP awards held in trust for two
between Northwest FCS and CoBank, FCB are discussed in Notes 1 and 8.
Senior Officers who retired in 2011.
A discussion of how the financial condition and results of operations of CoBank, FCB may
TRANSACTIONS WITH SENIOR OFFICERS AND DIRECTORS
materially affect stockholder investment in Northwest FCS and Northwest FCS’ investment in
Information regarding related party transactions is incorporated herein by reference from Note 12
CoBank, FCB is discussed in Note 1.
to the financial statements included in this annual report.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS There were no events during the past five years that are material to evaluating the ability or integrity of any person who served as a director or Senior Officer on January 1, 2013, or at any time during 2012.
RELATIONSHIP WITH INDEPENDENT PUBLIC AUDITORS There were no changes in independent public auditors since the prior annual report to stockholders. There were no material disagreements with the independent public accountants on any matter of accounting principles or financial statement disclosure during this period.
AUDIT FEES AND EXPENSES Fees and expenses incurred by Northwest FCS for audit services rendered by its independent auditors, PricewaterhouseCoopers, LLP, for the years ended December 31, 2012, 2011 and 2010, were $368,500, $368,500 and $379,500, respectively. These fees and expenses were incurred for the annual financial statement audit, including the audit of internal controls over financial reporting as of December 31, 2012, 2011, and 2010.
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CoBank, FCB is required to distribute its annual report to shareholders of Northwest FCS if a “significant event,” as defined by FCA regulation occurs.
PRIVACY PROTECTION AFFORDED UNDER FCA REGULATIONS Customer financial privacy and the security of other non-public information are important. Therefore, Northwest FCS holds customer financial and other non-public information in strict confidence. Federal regulations allow disclosure of such information by Northwest FCS only in certain situations.
NORTHWEST FARM CREDIT SERVICES, ACA
DESCRIPTION AND STATUS REPORT ON THE YOUNG, BEGINNING AND SMALL FARMERS PROGRAM
•
To provide adequate Board oversight to ensure the needs of this market are met on a constructive, safe, and sound basis.
Services Provided Several credit and related services are offered through the Board approved YBS program directly and in coordination with other organizations that allow Northwest FCS to effectively serve the needs within these producer segments:
Program Definitions Northwest FCS has a specific program in place to serve the credit and related needs of young,
•
AgVision is the Board approved program that enriches our ability to serve the young, beginning, small, and minority producers who are actively involved in farming and those who
beginning, and small farmers and ranchers (YBS) in our territory. The definitions of young,
may not meet traditional credit standards. AgVision customers account for approximately
beginning, and small farmers and ranchers, as developed by the Farm Credit Administration follow:
$245 million of loan volume. Through this program, special consideration is given in loan •
•
Young – A farmer, rancher, producer or harvester of aquatic products who is age 35 or
underwriting ratios, interest rate concessions, and origination and appraisal fee waivers. Over
younger, as of the loan transaction date.
$1 million in fee waivers have been provided to AgVision customers since 2001, with over
years or less farming or ranching experience, as of the loan transaction date. •
$100,000 in fees waived in 2012.
Beginning – Any farmer, rancher, producer or harvester of aquatic products who has 10 •
purchases, recordkeeping, and tax planning and preparation services since the 2001 inception
Small – Any farmer, rancher, producer, or harvester of aquatic products who generates less
of the AgVision program. Reimbursements totaled $66,488 in 2012.
than $250,000 in annual gross sales of agricultural or aquatic products.
Mission and Objectives
•
professional development.
management, and advance YBS program impact within the agricultural community. •
To support agriculture by encouraging and developing competent YBS customers to enter into
planning. Several workshops are held in Spanish each year. •
or remain in agriculture by supporting their efforts to do so. •
workshops, and consulting. Many YBS customers have taken part in these various workshops. •
services necessary for them to overcome those challenges. •
Exhibit the management skills necessary to build a solid financial position.
o
Contribute to the agricultural community.
o
Will become profitable customers for the association.
Northwest FCS provides donations and sponsors state and local FFA activities and conventions, state 4-H activities and conventions, agricultural leadership and educational programs, and other youth programs.
To develop business relationships with next generation producers who: o
The Northwest FCS’ Business Management Center helps customers assess, understand, and improve management practices through group and individual interactions via orientations,
To recognize the challenges facing YBS customers attempting to obtain credit and establish a viable enterprise and to establish Northwest FCS as a leader in providing those products and
Training programs are targeted to young, beginning, small, and minority producers, focusing on areas such as farm economics, financial literacy, profitability, cash flow and succession
Objectives of the program: •
An advisory group of young, beginning, and small farmers and ranchers was created to provide Northwest FCS with customer feedback, function as a liaison to association
Mission Statement: To advance young, beginning, and small farmers' success via deliberate strategies in lending and
More than $425,000 has been reimbursed to customers for educational expenses, technology
•
In 2012, Northwest FCS awarded thirty-two $1,500 college scholarships to qualified high school seniors and twelve $1,500 scholarships to college students.
2012 ANNUAL REPORT
79
•
•
Northwest FCS offers many services; including crop insurance, life insurance, and debt
YBS Volume in the Northwest FCS Portfolio
protection that help our YBS producers mitigate risk.
The following table reflects the percentage of young, beginning and small producers’ loans in the
A portion of the young, beginning, and small loan portfolio is supported by government
Northwest FCS loan portfolio as of December 31, 2012. Methods by which the Census
guarantees, including guarantees by the Farm Service Agency (FSA) and USDA’s Business and
demographics and the Northwest FCS’ data presented differ. The Census data is based on number
Industry Guaranteed Loan Program.
of producers, while the Northwest FCS’ data is based on number of loans.
Government Guaranteed Loans to YBS Farmers and Ranchers
Young, Beginning, Small Farmers and Ranchers – Number and Volume of Loans Outstanding (Including available commitment)
Regional Demographics The service area of Northwest FCS primarily includes the states of Washington, Montana, Oregon, Idaho, and Alaska. The following table compares demographic information from the USDA’s 2007 Census of Agriculture for young, beginning, and small producers in the territory to the 2002
Goals and Results
census. This census is conducted every five years. 2012 Census data will be available in early
Quantitative targets have been established by Board policy for young, beginning and small
2014.
producers’ loan volume and numbers based upon demographic data. These targets are as follows:
Census of Agriculture - Young, Beginning, and Small Producers
2012 Young, Beginning and Small Service Goals & Results
2007 vs. 2002
The data reveals Northwest FCS met its loan number and volume goals for young producers. Although the data reveals that Northwest FCS did not meet its loan number goals for beginning and small producers, Northwest FCS did see an increase in small producers from 2011. Some of The 2007 Census of Agriculture results show a 2 percent increase in young producers, a 1 percent
the decrease in volume and numbers can be attributed to the positive agricultural environment in
increase in small producers and a 3 percent decrease in beginning producers from 2002 to 2007.
2012. Northwest FCS will continue its mission to advance young, beginning, and small farmers through deliberate lending strategies and educational opportunities.
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