2017 Annual Report Farm Credit of Western Arkansas

2017

ANNUAL REPORT

Any way you slice it, your cooperative is Enriching rural life.â„¢

OUR PORTFOLIO

FARM CREDIT of WESTERN ARKANSAS

YOUR FINANCIAL

POULTRY & EGGS

31.0% COOPERATIVE

BEEF CATTLE

17.6%

PART-TIME FARMERS

15.8%

TIMBER & FORESTRY

CROPS

RURAL UTILITIES

8.2% 6.3% 5.5%

AT A GLANCE

32%

MORE THAN MEMBERSHIP GROWTH O V E R

OVER

T H E

P A S T

1 0

Y E A R S

$1,200,000,000

$$$$$$

IN TOTAL ASSETS

21

CONSECUTIVE YEARS OF PATRONAGE CASH FOR WESTERN AR MEMBERS

TOTALING $110,270,000

FOOD PRODUCTS

4.9%

OTHER LIVESTOCK

3.0%

OTHER

7.7%

5,813

VOTING MEMBERS

2017

41

COUNTIES SERVED

over

5%

member growth in 2017

net earnings

2ND HIGHEST IN ASSOCIATION HISTORY

TABLE OF CONTENTS Farm Credit Services of Western Arkansas, ACA

MESSAGE FROM THE CHAIRPERSON OF THE BOARD AND CHIEF EXECUTIVE OFFICER ............................................................. 2 CONSOLIDATED FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA ........................................................................................ 3 MANAGEMENT’S DISCUSSION AND ANALYSIS .................................................................................................................................... 4 REPORT OF MANAGEMENT .................................................................................................................................................................. 13 REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING .................................................................................................. 14 REPORT OF AUDIT COMMITTEE .......................................................................................................................................................... 15 REPORT OF INDEPENDENT AUDITORS .............................................................................................................................................. 16 CONSOLIDATED FINANCIAL STATEMENTS ........................................................................................................................................ 17 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ..................................................................................................................... 21 DISCLOSURE INFORMATION REQUIRED BY REGULATIONS ............................................................................................................ 40 YOUNG, BEGINNING, AND SMALL FARMERS AND RANCHERS ........................................................................................................ 46 FUNDS HELD PROGRAM ....................................................................................................................................................................... 47

MESSAGE FROM THE CHAIRPERSON OF THE BOARD AND CHIEF EXECUTIVE OFFICER

On behalf of the Board of Directors, the Senior Management Team, and all employees, we are pleased to present the December 31, 2017, Farm Credit Services of Western Arkansas (FCS WAR) financial report. Your Farm Credit does not have publicly traded common stock. However, as a member of the Farm Credit System, we release financial results on a quarterly basis, similar to a public company.

Our goal in providing this financial statement is to provide customer-owners and other stakeholders with an accurate, transparent view of Farm Credit Services of Western Arkansas’ continuing financial performance. We believe that you will agree with us that FCS WAR continued its growing, positive financial performance. The 2017 year end’s declaration of a record-setting $8.8 million patronage, to be sent in 2018, is the largest ever. Momentous!

Yes, we are very proud that, since 1997, FCS WAR is a cooperative that sends cash patronage to its customer-owners. Whereas the typical goal of a financial cooperative is to act as a unified group as a traditional banking service, your Farm Credit goes far beyond that goal. It helps bring thousands of economic and social benefits to the rural communities of western Arkansas. Your Farm Credit provides a large amount of the needed capital for the farmers and ranchers of the 41 western Arkansas counties. Simultaneously, the employees are engaged in multiple activities that help improve and strengthen our rural youth, ag-commodity organizations, social groups, institutions of education, and most importantly, our customer-owners.

Extraordinary!

In itself, the 100-year history of Farm Credit is amazing! Farm Credit’s mission is to provide a reliable source of credit for American agriculture by making loans to qualified borrowers at competitive rates and providing related services to eligible customers. Yes, we too believe in the general Farm Credit mission and provide loans, leases, and related services to farmers, ranchers, rural homeowners, aquatic producers, timber harvesters, agribusinesses, and agricultural and rural utility cooperatives. In fact, more than $1.2 Billion loans! Consequential!

However, again, your Farm Credit determined to go further. Farm Credit of Western Arkansas directors and employees resolved that Enriching Rural Life in Western Arkansas is its purpose. That one, simple phrase stimulates us to search out what Farm Credit can do to enrich our 41 counties. So, in addition to providing as many traditional ag loans as possible, our organization offers low-interest storm-shelter loans, 4-H and FFA youth loans, nontraditional producer loans (by way of our Fresh and Local program), young and beginning farmer discounts, military discounts, and other programs that enhance our rural communities. Responsive!

Farmers, ranchers, agribusinesses, rural homeowners, and rural utilities depend on the Farm Credit System’s funding and services to produce the high quality food and agricultural products enjoyed in the United States and around the globe. Your Farm Credit depends on you for an additional item: your business and referrals. Appreciative!

In conclusion, many words are used to describe what we believe about your financial cooperative. Perhaps the strongest is this: GRATEFUL! Wishing you God’s greatest blessings,

Randy Arnold Chairperson of the Board Farm Credit Services of Western Arkansas, ACA

Glen Manchester President and Chief Executive Officer Farm Credit Services of Western Arkansas, ACA

March 14, 2018

2

CONSOLIDATED FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA Farm Credit Services of Western Arkansas, ACA (dollars in thousands) As of December 31

2017

2016

2015

2014

2013

Statement of Condition Data Loans Allowance for loan losses

$

Net loans

1,210,848 2,138

Obligations with maturities of one year or less Obligations with maturities greater than one year

$

1,087,190 1,217

$

989,164 1,155

$

896,571 2,235

1,160,376

1,085,973

988,009

894,336

25,850

24,996

23,364

22,159

22,867

280 29,061

604 25,583

683 22,300

562 18,492

132 17,498

$

1,263,901

$

1,211,559

$

1,132,320

$

1,029,222

$

934,833

$

20,807 972,069

$

955,569 --

$

888,636 --

$

797,670 --

$

717,360 --

Total liabilities Capital stock and participation certificates Unallocated surplus Accumulated other comprehensive loss Total members' equity Total liabilities and members' equity

1,162,103 1,727

1,208,710

Investment in AgriBank, FCB Other property owned Other assets Total assets

$

992,876

955,569

888,636

797,670

717,360

5,175 266,232 (382)

4,938 251,052 --

4,681 239,003 --

4,521 227,031 --

4,496 212,977 --

271,025 $

1,263,901

For the year ended December 31

255,990 $

2017

1,211,559

243,684 $

2016

1,132,320

231,552 $

2015

1,029,222

217,473 $

2014

934,833 2013

Statement of Income Data Net interest income

$

36,930 641

Provision for (reversal of) loan losses

12,303

Other expenses, net Net income

$

$

23,986

Key Financial Ratios For the Year Return on average assets Return on average members' equity

35,699 732

$

15,317 $

19,650

33,011 548

$

12,997 $

19,466

31,344 $ (1,134) 10,922

$

21,556

30,911 (1,052) 9,700

$

22,263

1.9% 9.1%

1.7% 7.8%

1.8% 8.2%

2.2% 9.6%

2.4% 10.5%

3.1% 0.0%

3.1% 0.0%

3.2% 0.0%

3.3% 0.0%

3.5% 0.0%

At Year End Members' equity as a percentage of total assets Allowance for loan losses as a percentage of loans

21.4% 0.2%

21.1% 0.1%

21.5% 0.1%

22.5% 0.1%

23.3% 0.2%

Capital ratios effective beginning January 1, 2017: Permanent capital ratio Common equity tier 1 ratio

20.7% 20.6%

N/A N/A

N/A N/A

N/A N/A

N/A N/A

20.6% 20.8%

N/A N/A

N/A N/A

N/A N/A

N/A N/A

20.1%

N/A

N/A

N/A

N/A

N/A N/A

18.7% 18.3%

19.2% 18.8%

20.4% 20.0%

21.1% 20.6%

N/A

18.3%

18.8%

19.9%

20.6%

Net interest income as a percentage of average earning assets Net charge-offs as a percentage of average loans

Tier 1 capital ratio Total capital ratio Tier 1 leverage ratio Capital ratios effective prior to 2017: Permanent capital ratio Total surplus ratio Core surplus ratio Net Income Distributed For the Year Patronage distributions: Cash

$

7,606

3

$

7,501

$

7,494

$

7,502

$

7,503

MANAGEMENT’S DISCUSSION AND ANALYSIS Farm Credit Services of Western Arkansas, ACA The following commentary reviews the consolidated financial condition and consolidated results of operations of Farm Credit Services of Western Arkansas, ACA (the Association) and its subsidiaries, Farm Credit Services of Western Arkansas, FLCA and Farm Credit Services of Western Arkansas, PCA and provides additional specific information. The accompanying Consolidated Financial Statements and Notes to the Consolidated Financial Statements also contain important information about our financial condition and results of operations.

The Farm Credit System (System) is a nationwide system of cooperatively owned banks and associations established by Congress to meet the credit needs of American agriculture. As of January 1, 2018, the System consisted of three Farm Credit Banks, one Agricultural Credit Bank, and 69 customer-owned cooperative lending institutions (associations). The System serves all 50 states, Washington D.C., and Puerto Rico. This network of financial cooperatives is owned and governed by the rural customers the System serves.

AgriBank, FCB (AgriBank), a System Farm Credit Bank, and its District associations are collectively referred to as the AgriBank Farm Credit District (AgriBank District or the District). We are an association in the District.

The Farm Credit Administration (FCA) is authorized by Congress to regulate the System. The Farm Credit System Insurance Corporation (FCSIC) ensures the timely payment of principal and interest on Systemwide debt obligations and the retirement of protected borrower capital at par or stated value.

Due to the nature of our financial relationship with AgriBank, the financial condition and results of operations of AgriBank materially impact our members’ investment. To request free copies of the AgriBank or the AgriBank District financial reports, contact us at: Farm Credit Services of Western Arkansas, ACA 3115 W 2nd Court Russellville, AR 72801 (479) 968-1434 www.myaglender.com

AgriBank, FCB 30 East 7th Street, Suite 1600 St. Paul, MN 55101 (651) 282-8800 www.agribank.com financialreporting@agribank.com

Our Annual Report is available on our website no later than 75 days after the end of the calendar year and members are provided a copy of such report no later than 90 days after the end of the calendar year. The Quarterly Reports are available on our website no later than 40 days after the end of each calendar quarter. To request free copies of our Annual or Quarterly Reports, contact us as stated above.

FORWARD-LOOKING INFORMATION This Annual Report includes forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties, and assumptions that are difficult to predict. Words such as "anticipate", “believe", "estimate", "may", “expect”, “intend”, “outlook”, and similar expressions are used to identify such forward-looking statements. These statements reflect our current views with respect to future events. However, actual results may differ materially from our expectations due to a number of risks and uncertainties which may be beyond our control. These risks and uncertainties include, but are not limited to:       

Political, legal, regulatory, financial markets, international, and economic conditions and developments in the United States (U.S.) and abroad Economic fluctuations in the agricultural and farm-related business sectors Unfavorable weather, disease, and other adverse climatic or biological conditions that periodically occur and impact agricultural productivity and income Changes in U.S. government support of the agricultural industry and the System as a government-sponsored enterprise, as well as investor and rating agency actions relating to events involving the U.S. government, other government-sponsored enterprises, and other financial institutions Actions taken by the Federal Reserve System in implementing monetary policy Credit, interest rate, and liquidity risks inherent in our lending activities Changes in our assumptions for determining the allowance for loan losses and fair value measurements

AGRICULTURAL AND ECONOMIC CONDITIONS Arkansas unemployment dropped to 3.7% in November of 2017, while nationally that number was 4.1% at the same time. In May of 2017 the unemployment rate in Arkansas was 3.4%, a new all-time low.

2017 Key Agricultural Segments – How They Fared Poultry: Poultry production comprises approximately 31.0% of the overall loan portfolio.

The broiler market has been stable. Price projections were slightly decreased in the last quarter while year-ending stock projections were increased. In October, broiler exports were 642 million pounds, an increase of 15% from the same time last year. Export market growth in Mexico, Cuba, Taiwan, and South Africa were the strongest; in that order.

In 2016, total demand exceeded supply by 54 million pounds. This number for 2017 was expected to exceed 34 million pounds. In 2018, supply growth is expected to overtake demand.

4

The key factors to keep in mind going into 2018 are North American Free Trade Agreement (NAFTA) renegotiations and the impact that plays on export demand, consumer preferences moving towards antibiotic-free and non-genetically modified organisms chicken, avian influenza, processing capacity’s ability to keep up with the expanding production base, and the likelihood of feed costs remaining at current low levels.

Beef: Beef production makes up approximately 17.6% of the overall loan portfolio.

Since 2015, the beef cow inventory has been in expansion mode. First of the year inventories for 2015, 2016, and 2017 all showed increases of 0.7%, 2.9%, and 3.5%, respectively. Throughout 2017, the pace of beef cow and heifer slaughter suggested that the rate of expansion may have slowed in 2017.

With a little less than 10% of total demand going to exports, the U.S. beef sector depends greatly on domestic demand. Increases in volume of beef exported can offset domestic demand shortfalls significantly. Through May 2017, U.S. export value for beef was up 15% compared to the same time range in 2016.

Some key factors that could impact beef trade in 2018 are:    

Quality concerns with JBS and BRF after they were charged with bribing inspectors to allow adulterated meat on the market Lingering effects from the U.S.’s withdrawal from the Trans Pacific Partnership (TPP), which caused raised tariff rates on U.S. beef heading to Japan from 38.5% to 50% The resumption of U.S. beef exports to China NAFTA 2.0 negotiations, Mexico and Canada rank third and fourth, respectively for beef exports on a value basis

In 2018, things to keep in mind are: continued growth in export demand, availability and cost of feed remaining favorable, availability and cost of feeder cattle at favorable levels, growth of domestic demand versus anticipated supply increases, and potential supply chain disruptions.

Timber and Forestry: Timber and forestry production makes up approximately 8.2% of the overall loan portfolio.

In the fourth quarter of 2017, housing starts were up 3% nationally from the same timeframe a year before. Remodeling activity was up 18% in 2017.

Throughout the fourth quarter of 2017, pine saw timber remained fairly consistent around $22/ton depending on the top and tree length. Pine pulpwood prices in the fourth quarter hovered near the $6/ton mark, consistent with the previous quarter prices in 2017. Hardwood pulpwood saw an increase throughout 2017 with the fourth quarter prices coming in at $10.71/ton stumpage. Oak saw timber remained strong at $50/ton stumpage with mixed saw timber increasing throughout the year from $30/ton to $38/ton stumpage. Chip-n-saw prices were also consistent at $15/ton. The saw timber market should remain fairly strong with housing starts still increasing along with remodeling activity.

It was announced in October that Deltic Timber Corporation, headquartered out of El Dorado, Arkansas, will create a combined timber company with Spokane, Washington based Potlatch. The two companies agreed to an all-stock deal that combines the two and thus creates not only a leading domestic timberland owner but a lumber manufacturer as well. After the transaction is final, Potlatch stockholders would hold 65% of the combined company; while Deltic stockholders would hold 35%. Deltic would then be converted into a real estate investment trust structure as to capitalize on a more efficient tax structure. Spokane, Washington will be the corporate headquarters location while El Dorado, Arkansas will become the southern operational headquarters.

Deltic Timber Corporation is a natural resources company that focuses on ownership and management of timberland that owns approximately 530,000 acres of timberland in Arkansas and northern Louisiana.

LOAN PORTFOLIO Loan Portfolio Total loans were $1.2 billion at December 31, 2017, an increase of $48.7 million from December 31, 2016.

Components of Loans (in thousands) As of December 31

2017

Accrual loans: Real estate mortgage Production and intermediate term Agribusiness Other Nonaccrual loans Total loans

2016

2015

$

814,024 164,973 144,182 83,343 4,326

$

764,034 175,536 140,854 75,777 5,902

$

699,804 173,802 127,648 79,348 6,588

$

1,210,848

$

1,162,103

$

1,087,190

The other category is primarily comprised of communication, energy, rural residential real estate, and agricultural export finance related loans.

Our focus on customer satisfaction and marketing led to an increase in total loans from December 31, 2016, in both our real estate and agribusiness portfolios. The increases were driven by growth in our poultry, rural home loans, and capital markets portfolios.

We offer variable, fixed, capped, indexed, and adjustable interest rate loan programs to our borrowers. We determine interest margins charged on each lending program based on cost of funds, credit risk, market conditions, and the need to generate sufficient earnings.

5

As part of the AgriBank Asset Pool program, we have sold participation interests in real estate loans to AgriBank. The total participation interests in this program were $22.9 million, $30.2 million, and $39.4 million at December 31, 2017, 2016, and 2015, respectively.

Portfolio Distribution We are chartered to serve certain counties in western Arkansas. Approximately 78.9% of our total loan portfolio was concentrated in Arkansas at December 31, 2017. We purchase the remainder of our portfolio outside of Arkansas to support rural America and to diversify our portfolio risk. Approximately 12.7% of our total loan portfolio was in the counties of Benton and Washington in Arkansas at December 31, 2017. No other counties exceeded more than 5.0% of our total loan portfolio at December 31, 2017.

Agricultural Concentrations As of December 31

2017

2016

2015

Poultry and eggs Beef cattle Part-time farmers Timber and forestry Crops Rural utilities Food products Other livestock Other

31.0% 17.6% 15.8% 8.2% 6.3% 5.5% 4.9% 3.0% 7.7%

33.0% 18.8% 11.8% 9.0% 6.4% 5.2% 5.4% 3.6% 6.8%

34.3% 20.3% 9.0% 9.1% 6.0% 5.4% 5.3% 3.7% 6.9%

100.0%

100.0%

100.0%

Total

Commodities are based on the borrower’s primary intended commodity at the time of loan origination and may change due to borrower business decisions as a result of changes in weather, prices, input costs, and other circumstances.

Portfolio Credit Quality The credit quality of our portfolio remained stable from December 31, 2016. Adversely classified loans decreased to 1.1% of the portfolio at December 31, 2017, from 1.3% of the portfolio at December 31, 2016. Adversely classified loans are loans we have identified as showing some credit weakness outside our credit standards. We have considered portfolio credit quality in assessing the reasonableness of our allowance for loan losses.

In certain circumstances, government guarantee programs are used to reduce the risk of loss. At December 31, 2017, $75.8 million of our loans were, to some level, guaranteed under these government programs.

Risk Assets Components of Risk Assets (dollars in thousands) As of December 31

2017

Loans: Nonaccrual Accruing restructured Accruing loans 90 days or more past due

$

Total risk loans Other property owned

4,326 3,108 --

2016 $

7,434 280

Total risk assets

$

Total risk loans as a percentage of total loans Nonaccrual loans as a percentage of total loans Current nonaccrual loans as a percentage of total nonaccrual loans Total delinquencies as a percentage of total loans

7,714 0.6% 0.4% 27.1% 0.4%

5,902 3,609 --

2015 $

9,511 604 $

10,115 0.8% 0.5% 59.6% 0.3%

6,588 3,062 -9,650 683

$

10,333 0.9% 0.6% 64.2% 0.3%

Note: Accruing loans include accrued interest receivable.

Our risk assets have decreased from December 31, 2016, and remained at acceptable levels. Total risk loans as a percentage of total loans were well within our established risk management guidelines.

The decrease in nonaccrual loans was primarily due to normal fluctuations in our credit portfolio. Nonaccrual loans remained at an acceptable level at December 31, 2017, 2016, and 2015.

The decrease in accruing restructured loans was primarily due to pay downs during 2017.

The decrease in other property owned was primarily due to the sale of property in 2017.

6

Allowance for Loan Losses The allowance for loan losses is an estimate of losses on loans in our portfolio as of the financial statement date. We determine the appropriate level of allowance for loan losses based on the periodic evaluation of factors such as loan loss history, estimated probability of default, estimated loss severity, portfolio quality, and current economic and environmental conditions.

Allowance Coverage Ratios As of December 31 Allowance as a percentage of: Loans Nonaccrual loans Total risk loans Net charge-offs as a percentage of average loans Adverse assets to risk funds

2017

2016

2015

0.2% 49.4% 28.8% 0.0% 5.6%

0.1% 29.3% 18.2% 0.0% 6.8%

0.1% 18.5% 12.6% 0.0% 6.5%

Note: Risk funds includes permanent capital and allowance for loan losses.

The increase in our allowance for loan losses was primarily due to loan growth within our portfolio. In our opinion, the allowance for loan losses was reasonable in relation to the risk in our loan portfolio at December 31, 2017.

Additional loan information is included in Notes 3, 10, 11, and 12 to the accompanying Consolidated Financial Statements.

OTHER INVESTMENT We and other Farm Credit Institutions are among the limited partners for a Rural Business Investment Company (RBIC), which was established in December 2016. Our total commitment is $2.0 million through December 2020 with an option to extend under certain circumstances. Our investment in the RBIC totaled $120 thousand at December 31, 2017.

The investment was evaluated for impairment. For the year ended December 31, 2017, we have not recognized any impairment on this investment.

Additional other investment information is included in Note 5 to the accompanying Consolidated Financial Statements.

RESULTS OF OPERATIONS Profitability Information (dollars in thousands) For the year ended December 31

2017

Net income Return on average assets Return on average members' equity

$

23,986 1.9% 9.1%

2016 $

19,650 1.7% 7.8%

2015 $

19,466 1.8% 8.2%

Changes in the chart above relate directly to:   

Changes in income discussed below Changes in assets discussed in the Loan Portfolio and Other Investment sections Changes in capital discussed in the Capital Adequacy section Changes in Significant Components of Net Income For the year ended December 31 2017 2016

(in thousands) Net interest income Provision for loan losses Patronage income Other income, net Operating expenses Provision for income taxes Net income

Increase (decrease) in net income 2017 vs 2016 2016 vs 2015

2015

$

36,930 641 6,179 2,836 21,212 106

$

35,699 732 3,675 2,144 20,947 189

$

33,011 548 3,782 2,520 19,268 31

$

1,231 $ 91 2,504 692 (265) 83

$

23,986

$

19,650

$

19,466

$

4,336

7

$

2,688 (184) (107) (376) (1,679) (158) 184

Net Interest Income Changes in Net Interest Income (in thousands) For the year ended December 31

2017 vs 2016

Changes in volume Changes in interest rates Changes in nonaccrual income and other Net change

2016 vs 2015

$

2,170 $ (968) 29

3,194 (603) 97

$

1,231

2,688

$

Net interest income included income on nonaccrual loans that totaled $412 thousand, $383 thousand, and $286 thousand in 2017, 2016, and 2015, respectively. Nonaccrual income is recognized when received in cash, collection of the recorded investment is fully expected, and prior charge-offs have been recovered.

Net interest margin (net interest income as a percentage of average earning assets) was 3.1%, 3.1%, and 3.2% in 2017, 2016, and 2015, respectively. We expect margins may compress in the future if interest rates continue to rise and competition increases.

Provision for Loan Losses The decrease in the provision for loan losses was related to our estimate of losses in our portfolio for the applicable years. Additional discussion is included in Note 3 to the accompanying Consolidated Financial Statements.

Patronage Income We may receive patronage from AgriBank and other Farm Credit Institutions. Patronage distributions from other Farm Credit Institutions are declared solely at the discretion of each institution’s Board of Directors. Patronage and equalization distributions for the programs discussed below are declared solely at the discretion of AgriBank’s Board of Directors.

Patronage Income (in thousands) For the year ended December 31 Wholesale patronage Equalization income Asset pool patronage AgDirect partnership distribution Other Farm Credit Institutions Total patronage income

2017

2016

2015

$

5,023 -869 276 11

$

2,361 -1,065 237 12

$

2,152 5 1,430 188 7

$

6,179

$

3,675

$

3,782

Wholesale patronage income is based on the average balance of our note payable to AgriBank. The patronage rates were 45.0 basis points, 25.6 basis points, and 26.0 basis points in 2017, 2016, and 2015, respectively. The increase in the patronage rate in 2017 was primarily due to a change in AgriBank’s capital plan effective July 1, 2017. The capital plan was modified to pay out 100% of net earnings beginning in 2017. Previously 50% of net earnings was paid. See the Relationship with AgriBank section for further discussion on patronage income.

Equalization is determined based on the quarterly average balance of stock in excess of our AgriBank required investment. Prior to 2017, we earned equalization on any stock investment in AgriBank required to be held when our growth exceeded a targeted growth rate. The equalization rate is targeted at the average cost of funds for all District associations as a group.

Since 2008, we have participated in the AgriBank Asset Pool program in which we sell participation interests in certain real estate loans to AgriBank. As part of this program, we received patronage income in an amount that approximated the net earnings of the loans. Net earnings represents the net interest income associated with these loans adjusted for certain fees and costs specific to the related loans as well as adjustments deemed appropriate by AgriBank related to the credit performance of the loans, as applicable. In addition, we received patronage income in an amount that approximated the wholesale patronage had we retained the volume.

We also received a partnership distribution resulting from our participation in the AgDirect trade credit financing program. The AgDirect trade credit financing program is facilitated by another AgriBank District association through a limited liability partnership (AgDirect, LLP), in which we are a partial owner. AgriBank purchases a 100% participation interest in the program loans from AgDirect, LLP. Patronage distributions are paid to AgDirect, LLP, which in turn pays partnership distributions to the participating associations. We received a partnership distribution in an amount that approximated our share of the net earnings of the loans in the program, adjusted for required return on capital and servicing and origination fees.

Other Income, Net The change in other income, net was primarily due to an increase in appraisal fee income and an increase in our insurance premium refund.

8

Operating Expenses Components of Operating Expenses (dollars in thousands) For the year ended December 31

2017

2016

2015

Salaries and employee benefits Purchased and vendor services Communications Occupancy and equipment Advertising and promotion Examination Farm Credit System insurance Other

$

13,481 1,434 276 1,056 681 454 1,422 2,408

$

13,056 1,415 290 1,029 801 389 1,545 2,422

$

12,408 1,227 270 933 725 324 1,058 2,323

Total operating expenses

$

21,212

$

20,947

$

19,268

Operating rate

1.8%

1.8%

1.9%

Salaries and employee benefits expense increased primarily to attract and retain the best employees.

Examination expense increased due to our regulator, the FCA, raising their fees during 2017.

The Farm Credit System insurance expense decreased in 2017 primarily due to a lower premium rate charged by FCSIC on accrual loans from 16 basis points for the first half and 18 basis points for the second half of 2016 to 15 basis points for the calendar year 2017. The FCSIC has announced premiums will decrease to 9 basis points for 2018. The FCSIC Board meets periodically throughout the year to review premium rates and has the ability to change these rates at any time.

Provision for Income Taxes The variance in provision for income taxes was related to our estimate of taxes based on taxable income. Patronage distributions to members reduced our tax liability in 2017, 2016, and 2015. Additional discussion is included in Note 8 to the accompanying Consolidated Financial Statements.

FUNDING AND LIQUIDITY We borrow from AgriBank, under a note payable, in the form of a line of credit, as described in Note 6 to the accompanying Consolidated Financial Statements. This line of credit is our primary source of liquidity and is used to fund operations and meet current obligations. At December 31, 2017, we had $423.0 million available under our line of credit. We generally apply excess cash to this line of credit.

Note Payable Information (dollars in thousands) For the year ended December 31

2017

Average balance Average interest rate

$

964,864 2.4%

2016 $

922,663 2.0%

2015 $

827,606 1.9%

The repricing attributes of our line of credit generally correspond to the repricing attributes of our loan portfolio which significantly reduces our market interest rate risk. Due to the cooperative structure of the Farm Credit System and as we are a stockholder of AgriBank, we expect this borrowing relationship to continue into the foreseeable future. Our other source of lendable funds is from unallocated surplus.

We have entered into a Standby Commitment to Purchase Agreement with the Federal Agricultural Mortgage Corporation (Farmer Mac), a System institution, to help manage credit risk. If a loan covered by the agreement goes into default, subject to certain conditions, we have the right to sell the loan to Farmer Mac. This agreement remains in place until the loan is paid in full. The guaranteed volume of loans subject to the purchase agreement was $3.5 million, $4.1 million, and $4.7 million at December 31, 2017, 2016, and 2015, respectively. We paid Farmer Mac commitment fees totaling $23 thousand, $27 thousand, and $30 thousand in 2017, 2016, and 2015, respectively. These amounts are included in “Other operating expenses” in the Consolidated Statements of Income. As of December 31, 2017, no loans have been sold to Farmer Mac under this agreement.

CAPITAL ADEQUACY Total members’ equity was $271.0 million, $256.0 million, and $243.7 million at December 31, 2017, 2016, and 2015, respectively. Total members’ equity increased $15.0 million from December 31, 2016, primarily due to net income for the year and partially offset by patronage distribution accruals.

Accumulated other comprehensive loss is the impact of prior service cost and unamortized actuarial gain/loss related to the Pension Restoration Plan.

Additional Pension Restoration Plan information is included in Note 9 to the accompanying Consolidated Financial Statements.

The FCA Regulations require us to maintain minimums for various regulatory capital ratios. New regulations became effective January 1, 2017, which replaced the previously required core surplus and total surplus ratios with common equity tier 1, tier 1 capital, and total capital risk-based capital ratios. The new regulations also added tier 1 leverage and unallocated retained earnings and equivalents ratios. The permanent capital ratio continues to remain in effect, with some modifications to align with the new regulations.

9

Regulatory Capital Requirements and Ratios

2017

Regulatory Minimums

Capital Conservation Buffer

Total

Risk-adjusted: Common equity tier 1 ratio Tier 1 capital ratio Total capital ratio Permanent capital ratio

20.6% 20.6% 20.8% 20.7%

4.5% 6.0% 8.0% 7.0%

2.5%* 2.5%* 2.5%* N/A

7.0% 8.5% 10.5% 7.0%

Non-risk-adjusted: Tier 1 leverage ratio Unallocated retained earnings and equivalents leverage ratio

20.1% 19.9%

4.0% 1.5%

1.0% N/A

5.0% 1.5%

As of December 31

*The 2.5% capital conservation buffer over risk-adjusted ratio minimums will be phased in over three years under the FCA capital requirements.

Our capital plan is designed to maintain an adequate amount of surplus and allowance for loan losses which represents our reserve for adversity prior to impairment of stock. We manage our capital to allow us to meet member needs and protect member interests, both now and in the future.

Additional discussion of these regulatory ratios is included in Note 7 to the accompanying Consolidated Financial Statements.

In addition to these regulatory requirements, we establish an optimum total capital target. This target allows us to maintain a capital base adequate for future growth and investment in new products and services. The target is subject to revision as circumstances change. As of December 31, 2017, our optimum total capital target was 15.5%, as defined in our 2018 capital plan.

Capital ratios are directly impacted by changes in capital, assets, and off-balance sheet commitments. Refer to the Loan Portfolio and Other Investment sections for further discussion of the changes in assets. Additional members’ equity information is included in Note 7 to the accompanying Consolidated Financial Statements. Refer to Note 6 in our Annual Report for the year ended December 31, 2016, for a more complete description of the ratios effective as of December 31, 2016, and 2015. We were in compliance with the minimum required capital ratios as of December 31, 2016, and 2015.

If the capital ratios fall below the total requirements, including the buffer amounts, capital distributions (equity redemptions, dividends, and patronage) and discretionary senior executive bonuses are restricted or prohibited without prior FCA approval.

RELATIONSHIP WITH AGRIBANK Borrowing We borrow from AgriBank to fund our lending operations in accordance with the Farm Credit Act. Approval from AgriBank is required for us to borrow elsewhere. A General Financing Agreement (GFA), as discussed in Note 6 to the accompanying Consolidated Financial Statements, governs this lending relationship.

The components of cost of funds under the GFA include:   

A marginal cost of debt component A spread component, which includes cost of servicing, cost of liquidity, and bank profit A risk premium component, if applicable

In the periods presented, we were not subject to the risk premium component. Certain factors may impact our cost of funds, which primarily include market interest rate changes impacting marginal cost of debt as well as changes to pricing methodologies impacting the spread components described above.

The marginal cost of debt approach simulates matching the cost of underlying debt with similar terms as the anticipated terms of our loans to borrowers. This approach substantially protects us from market interest rate risk. We may occasionally engage in funding strategies that result in limited interest rate risk with approval by AgriBank’s Asset Liability Committee.

Investment We are required to invest in AgriBank capital stock as a condition of borrowing. This investment may be in the form of purchased stock or stock representing distributed AgriBank surplus. As of December 31, 2017, we were required by AgriBank to maintain an investment equal to 2.25% of the average quarterly balance of our note payable, with an additional amount required on association growth in excess of a targeted growth rate, if the District is also growing above a targeted growth rate.

We are also required to hold AgriBank stock related to participation in the AgriBank Asset Pool Program. As of December 31, 2017, we were required to hold the greater of 8.0% of the quarter-end balance in the program, or 2.0% of the initial balance of loans sold into the program.

At December 31, 2017, our investment in AgriBank was $25.9 million, of which, $22.2 million consisted of stock representing distributed AgriBank surplus and $3.7 million consisted of purchased investment. For the periods presented in this report, we have received no dividend income on this stock investment and we do not anticipate any in future years.

10

As an AgDirect, LLP partnering association, we are required to purchase stock in AgDirect, which purchases an equivalent amount of stock in AgriBank.

Specifically, the AgDirect trade credit financing program is required to own stock in AgriBank in the amount of 6.0% of the AgDirect program’s outstanding participation loan balance at quarter end plus 6.0% of the expected balance to be originated during the following quarter.

Patronage AgriBank has amended its capital plan effective July 1, 2017, to provide for adequate capital at AgriBank under the new capital regulations as well as to create a path to long-term capital optimization within the AgriBank District. The plan optimizes capital at AgriBank; distributing available AgriBank earnings in the form of patronage, either cash or stock. A key part of these changes involves maintaining capital adequacy such that sufficient earnings will be retained in the form of unallocated retained earnings and allocated stock to meet the leverage ratio target and other regulatory or policy constraints prior to any cash patronage distributions.

We receive different types of discretionary patronage from AgriBank. Beginning in 2017, patronage income earned may be paid in cash and AgriBank stock.

Patronage income for 2017, 2016, and 2015 was paid in the form of cash. AgriBank’s Board of Directors sets the level of:   

Wholesale patronage which includes: o Patronage on our note payable with AgriBank o Equalization patronage based on our excess stock in AgriBank Patronage based on the balance and net earnings of loans in the AgriBank Asset Pool program Partnership distribution based on our share of the net earnings of the loans in the AgDirect trade credit financing program, adjusted for required return on capital and servicing and origination fees

Purchased Services We purchase various services from AgriBank including certain financial and retail systems, financial reporting services, tax reporting services, technology services, insurance services, and internal audit services.

The total cost of services we purchased from AgriBank was $767 thousand, $769 thousand, and $704 thousand in 2017, 2016, and 2015, respectively.

During 2016, District associations and AgriBank conducted research related to the creation of a separate service entity to provide many of the business services offered by AgriBank. A separate service entity allows District associations and AgriBank to develop and maintain long-term, cost effective technology and business services. The service entity would be owned by certain District associations and AgriBank and will be named SunStream Business Services (SunStream). An application to form the service entity was submitted in May 2017 to the FCA for approval.

Impact on Members’ Investment Due to the nature of our financial relationship with AgriBank, the financial condition and results of operations of AgriBank materially impact our members’ investment.

OTHER RELATIONSHIPS AND PROGRAMS Relationships with Other Farm Credit Institutions FCS Commercial Finance Group: We participate as a preferred partner in the FCS Commercial Finance Group (CFG) alliance with certain other associations in the AgriBank District to better meet the financial needs of agricultural producers and agribusiness operations. CFG is directed by representatives from participating associations. The income, expense, and credit risks are allocated based on each association’s participation interest of the CFG volume. Each association determines its commitment for new volume opportunities based on its capacity and preferences. We had $245.1 million, $232.9 million, and $214.7 million of CFG volume at December 31, 2017, 2016, and 2015, respectively. We also had $109.5 million of available commitment on CFG loans at December 31, 2017.

Federal Agricultural Mortgage Corporation: We have entered into a Standby Commitment to Purchase Agreement with Farmer Mac. This agreement allows us to sell loans identified under the agreement to Farmer Mac. Refer to the Funding and Liquidity section for further discussion of this agreement.

Insight Technology Unit: We participate in the Insight Technology Unit (Insight) with certain other AgriBank District associations to facilitate the development and maintenance of certain retail technology systems essential to providing credit to our borrowers. Insight is governed by representatives of each participating association. The expenses are shared pro rata based on the number of loans and leases of each participant. In 2018, we will begin participating in CentRic Technology Collaboration (CTC) with certain other AgriBank District associations. The CTC will use the CentRic front end system, which is maintained by another AgriBank District association. The expenses of the CTC will be allocated to each of the participating associations based on an agreed upon formula. The systems developed are owned by each of the participating associations.

Farm Credit Foundations: We have a relationship with Farm Credit Foundations (Foundations), which involves purchasing human resource information systems, and benefit, payroll, and workforce management services. As of December 31, 2017, 2016, and 2015, our investment in Foundations was $17 thousand. The total cost of services we purchased from Foundations was $172 thousand, $126 thousand, and $119 thousand in 2017, 2016, and 2015, respectively.

Rural Business Investment Company: We and other Farm Credit Institutions are among the limited partners for a RBIC. Refer to the Other Investment section for further discussion.

11

Unincorporated Business Entities (UBEs) In certain circumstances we may establish separate entities to acquire and manage complex collateral, primarily for legal liability purposes.

AgDirect, LLP: We participate in the AgDirect trade credit financing program, which includes origination and refinancing of agriculture equipment loans through independent equipment dealers. The program is facilitated by another AgriBank District association through a limited liability partnership in which we are a partial owner. Our investment in AgDirect, LLP, was $1.9 million, $2.1 million, and $2.1 million at December 31, 2017, 2016, and 2015, respectively.

Programs We are involved in a number of programs designed to improve our credit delivery, related services, and marketplace presence.

AgDirect: We participate in the AgDirect trade credit financing program. Refer to the UBEs section for further discussion on this program.

Farm Cash Management: We offer Farm Cash Management to our members. Farm Cash Management links members’ revolving lines of credit with an AgriBank investment bond to optimize members’ use of funds.

12

REPORT OF MANAGEMENT Farm Credit Services of Western Arkansas, ACA

We prepare the Consolidated Financial Statements of Farm Credit Services of Western Arkansas, ACA (the Association) and are responsible for their integrity and objectivity, including amounts that must necessarily be based on judgments and estimates. The Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America. The Consolidated Financial Statements, in our opinion, fairly present the financial condition of the Association. Other financial information included in the Annual Report is consistent with that in the Consolidated Financial Statements.

To meet our responsibility for reliable financial information, we depend on accounting and internal control systems designed to provide reasonable, but not absolute assurance that assets are safeguarded and transactions are properly authorized and recorded. Costs must be reasonable in relation to the benefits derived when designing accounting and internal control systems. Financial operations audits are performed to monitor compliance. PricewaterhouseCoopers LLP, our independent auditors, audits the Consolidated Financial Statements. They also consider internal controls to the extent necessary to design audit procedures that comply with auditing standards generally accepted in the United States of America. The Farm Credit Administration also performs examinations for safety and soundness as well as compliance with applicable laws and regulations.

The Board of Directors has overall responsibility for our system of internal control and financial reporting. The Board of Directors and its Audit Committee consults regularly with us and meets periodically with the independent auditors and other auditors to review the scope and results of their work. The independent auditors have direct access to the Board of Directors, which is composed solely of directors who are not officers or employees of the Association.

The undersigned certify we have reviewed the Association’s Annual Report, which has been prepared in accordance with all applicable statutory or regulatory requirements. The information contained herein is true, accurate, and complete to the best of our knowledge and belief.

Randy Arnold Chairperson of the Board Farm Credit Services of Western Arkansas, ACA

Glen Manchester President and Chief Executive Officer Farm Credit Services of Western Arkansas, ACA

Lori Schumacher Senior Vice President of Finance and Chief Financial Officer Farm Credit Services of Western Arkansas, ACA

March 14, 2018

13

REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING Farm Credit Services of Western Arkansas, ACA

The Farm Credit Services of Western Arkansas, ACA (the Association) principal executives and principal financial officers, or persons performing similar functions, are responsible for establishing and maintaining adequate internal control over financial reporting for the Association’s Consolidated Financial Statements. For purposes of this report, “internal control over financial reporting” is defined as a process designed by, or under the supervision of the Association’s principal executives and principal financial officers, or persons performing similar functions, and effected by its 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 the Association, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial information in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the Association, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Association’s assets that could have a material effect on its Consolidated Financial Statements.

The Association’s management has completed an assessment of the effectiveness of internal control over financial reporting as of December 31, 2017.

In making the assessment, management used the 2013 framework in Internal Control — Integrated Framework, promulgated by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the “COSO” criteria.

Based on the assessment performed, the Association concluded that as of December 31, 2017, the internal control over financial reporting was effective based upon the COSO criteria. Additionally, based on this assessment, the Association determined that there were no material weaknesses in the internal control over financial reporting as of December 31, 2017.

Glen Manchester President and Chief Executive Officer Farm Credit Services of Western Arkansas, ACA

Lori Schumacher Senior Vice President of Finance and Chief Financial Officer Farm Credit Services of Western Arkansas, ACA

March 14, 2018

14

REPORT OF AUDIT COMMITTEE Farm Credit Services of Western Arkansas, ACA

The Consolidated Financial Statements were prepared under the oversight of the Audit Committee. The Audit Committee is composed of a subset of the Board of Directors of Farm Credit Services of Western Arkansas, ACA (the Association). The Audit Committee oversees the scope of the Association’s internal audit program, the approval, and independence of PricewaterhouseCoopers LLP (PwC) as independent auditors, the adequacy of the Association’s system of internal controls and procedures, and the adequacy of management’s actions with respect to recommendations arising from those auditing activities. The Audit Committee’s responsibilities are described more fully in the Internal Control Policy and the Audit Committee Charter.

Management is responsible for internal controls and the preparation of the Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America. PwC is responsible for performing an independent audit of the Consolidated Financial Statements in accordance with auditing standards generally accepted in the United States of America and to issue their report based on their audit. The Audit Committee’s responsibilities include monitoring and overseeing these processes.

In this context, the Audit Committee reviewed and discussed the audited Consolidated Financial Statements for the year ended December 31, 2017, with management. The Audit Committee also reviewed with PwC the matters required to be discussed by Statement on Auditing Standards AU-C 260, The Auditor’s Communication with Those Charged with Governance, and both PwC and the internal auditors directly provided reports on any significant matters to the Audit Committee.

The Audit Committee had discussions with and received written disclosures from PwC confirming its independence. The Audit Committee also reviewed the non-audit services provided by PwC, if any, and concluded these services were not incompatible with maintaining PwC’s independence. The Audit Committee discussed with management and PwC any other matters and received any assurances from them as the Audit Committee deemed appropriate.

Based on the foregoing review and discussions, and relying thereon, the Audit Committee recommended that the Board of Directors include the audited Consolidated Financial Statements in the Annual Report for the year ended December 31, 2017.

L. Duane Wilson Chairperson of the Audit Committee Farm Credit Services of Western Arkansas, ACA Randy Arnold Kenny Brixey Scott Carter Kim Hogan Mark Wilcox

March 14, 2018

15

Report of Independent Auditors

To the Board of Directors of Farm Credit Services of Western Arkansas, ACA, We have audited the accompanying Consolidated Financial Statements of Farm Credit Services of Western Arkansas, ACA and its subsidiaries (the Association), which comprise the consolidated statements of condition as of December 31, 2017, 2016, and 2015, and the related consolidated statements of income, changes in members’ equity and cash flows for the years then ended.

Management's Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of the Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of Consolidated Financial Statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility Our responsibility is to express an opinion on the Consolidated Financial Statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Consolidated Financial Statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Consolidated Financial Statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Association's preparation and fair presentation of the Consolidated Financial Statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Association's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the Consolidated Financial Statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion In our opinion, the Consolidated Financial Statements referred to above present fairly, in all material respects, the financial position of Farm Credit Services of Western Arkansas, ACA and its subsidiaries as of December 31, 2017, 2016, and 2015, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

March 14, 2018

PricewaterhouseCoopers LLP, 45 South Seventh Street, Suite 3400, Minneapolis, MN 55402 T: (612) 596 6000, www.pwc.com/us

16

CONSOLIDATED STATEMENTS OF CONDITION Farm Credit Services of Western Arkansas, ACA (in thousands) As of December 31

2017

ASSETS Loans Allowance for loan losses

$

Net loans

1,210,848 2,138

2016 $

1,208,710 25,850 9,503 280 19,558

Investment in AgriBank, FCB Accrued interest receivable Other property owned Other assets Total assets LIABILITIES Note payable to AgriBank, FCB Accrued interest payable Deferred tax liabilities, net Patronage distribution payable Other liabilities

1,162,103 1,727

2015 $

1,160,376 24,996 8,861 604 16,722

1,087,190 1,217 1,085,973 23,364 7,355 683 14,945

$

1,263,901

$

1,211,559

$

1,132,320

$

972,069 5,938 254 8,800 5,815

$

937,260 4,822 201 7,600 5,686

$

871,179 4,260 104 7,500 5,593

Total liabilities

992,876

955,569

888,636

5,175 266,232 (382)

4,938 251,052 --

4,681 239,003 --

Contingencies and commitments (Note 11) MEMBERS' EQUITY Capital stock and participation certificates Unallocated surplus Accumulated other comprehensive loss Total members' equity

271,025

Total liabilities and members' equity

$

The accompanying notes are an integral part of these Consolidated Financial Statements.

17

1,263,901

255,990 $

1,211,559

243,684 $

1,132,320

CONSOLIDATED STATEMENTS OF INCOME Farm Credit Services of Western Arkansas, ACA (in thousands) For the year ended December 31

2017

Interest income Interest expense

$

Net interest income Provision for loan losses Net interest income after provision for loan losses Other income Patronage income Financially related services income Fee income Miscellaneous income, net Total other income

59,622 22,692

2016 $

54,486 18,787

2015 $

48,936 15,925

36,930

35,699

33,011

641

732

548

36,289

34,967

32,463

6,179 38 1,865 933

3,675 45 1,833 266

3,782 54 1,674 792

9,015

5,819

6,302

Operating expenses Salaries and employee benefits Other operating expenses

13,481 7,731

13,056 7,891

12,408 6,860

Total operating expenses

21,212

20,947

19,268

Income before income taxes

24,092

19,839

19,497

Provision for income taxes

106

189

31

Net income

$

The accompanying notes are an integral part of these Consolidated Financial Statements.

18

23,986

$

19,650

$

19,466

CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY Farm Credit Services of Western Arkansas, ACA (in thousands) Capital Stock and Participation Certificates Balance as of December 31, 2014 Net income Unallocated surplus designated for patronage distributions Capital stock and participation certificates issued Capital stock and participation certificates retired

Unallocated Surplus

4,521 $ --572 (412)

227,031 $ 19,466 (7,494) ---

------

Balance as of December 31, 2015 Net income Unallocated surplus designated for patronage distributions Capital stock and participation certificates issued Capital stock and participation certificates retired

4,681 --654 (397)

239,003 19,650 (7,601) ---

------

Balance as of December 31, 2016 Net income Other comprehensive loss and other Unallocated surplus designated for patronage distributions Capital stock and participation certificates issued Capital stock and participation certificates retired

4,938 ---653 (416)

251,052 23,986 -(8,806) ---

Balance as of December 31, 2017

$

Accumulated Other Comprehensive Loss

$

5,175

The accompanying notes are an integral part of these Consolidated Financial Statements.

19

$

266,232

$

Total Members' Equity $

231,552 19,466 (7,494) 572 (412) 243,684 19,650 (7,601) 654 (397)

--(382) ----

255,990 23,986 (382) (8,806) 653 (416)

(382) $

271,025

CONSOLIDATED STATEMENTS OF CASH FLOWS Farm Credit Services of Western Arkansas, ACA (in thousands) For the year ended December 31

2017

Cash flows from operating activities Net income Depreciation on premises and equipment Gain on sale of premises and equipment, net Amortization of premiums (discounts) on loans Provision for loan losses

$

(Gain) loss on other property owned, net Changes in operating assets and liabilities: Increase in accrued interest receivable (Increase) decrease in other assets Increase in accrued interest payable (Decrease) Increase in other liabilities Net cash provided by operating activities Cash flows from investing activities Increase in loans, net Purchases of investment in AgriBank, FCB, net Redemptions (purchases) of investment in other Farm Credit Institutions, net Proceeds from sales of other property owned Purchases of premises and equipment, net Net cash used in investing activities

23,986 565 (569) 49 641 (85)

2016 $

19,650 552 (61) (1) 732 (35)

2015 $

19,466 439 (599) (124) 548 49

(706) (2,576) 1,116 (200)

(1,621) (1,259) 562 190

(1,070) 29 581 1,277

22,221

18,709

20,596

(48,847) (854) 231 607 (487)

(75,030) (1,632) 12 469 (1,021)

(98,418) (1,205) (349) 239 (2,393)

(49,350)

(77,202)

(102,126)

Cash flows from financing activities Increase in note payable to AgriBank, FCB, net Patronage distributions paid Capital stock and participation certificates retired, net

34,809 (7,606) (74)

66,081 (7,501) (87)

89,108 (7,494) (84)

Net cash provided by financing activities

27,129

58,493

81,530

---

---

---

Net change in cash Cash at beginning of year Cash at end of year

$

Supplemental schedule of non-cash activities Stock financed by loan activities Stock applied against loan principal Stock applied against interest Interest transferred to loans Loans transferred to other property owned Patronage distributions payable to members Financed sales of other property owned Decrease in members' equity from employee benefits

$

Supplemental information Interest paid Taxes paid, net

$

The accompanying notes are an integral part of these Consolidated Financial Statements.

20

--

604 290 3 61 259 8,800 60 (382) 21,576 --

$

--

$

--

$

619 274 1 114 879 7,600 524 --

$

549 304 1 134 891 7,500 482 --

$

18,225 148

$

15,344 62

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Farm Credit Services of Western Arkansas, ACA

NOTE 1: ORGANIZATION AND OPERATIONS Farm Credit System and District The Farm Credit System (System) is a nationwide system of cooperatively owned banks and associations established by Congress to meet the credit needs of American agriculture. As of January 1, 2018, the System consisted of three Farm Credit Banks, one Agricultural Credit Bank, and 69 customer-owned cooperative lending institutions (associations). AgriBank, FCB (AgriBank), a System Farm Credit Bank, and its District associations are collectively referred to as the AgriBank Farm Credit District (AgriBank District or the District). At January 1, 2018, the District consisted of 14 Agricultural Credit Associations (ACA) that each have wholly-owned Federal Land Credit Association (FLCA) and Production Credit Association (PCA) subsidiaries.

FLCAs are authorized to originate long-term real estate mortgage loans. PCAs are authorized to originate short-term and intermediate-term loans. ACAs are authorized to originate long-term real estate mortgage loans and short-term and intermediate-term loans either directly or through their subsidiaries.

Associations are authorized to provide lease financing options for agricultural purposes and are also authorized to purchase and hold certain types of investments. AgriBank provides funding to all associations chartered within the District.

Associations are authorized to provide, either directly or in participation with other lenders, credit and related services to eligible borrowers. Eligible borrowers may include farmers, ranchers, producers or harvesters of aquatic products, rural residents, and farm-related service businesses. In addition, associations can participate with other lenders in loans to similar entities. Similar entities are parties that are not eligible for a loan from a System lending institution, but have operations that are functionally similar to the activities of eligible borrowers.

The Farm Credit Administration (FCA) is authorized by Congress to regulate the System banks and associations. We are examined by the FCA and certain association actions are subject to the prior approval of the FCA and/or AgriBank.

The Farm Credit Act established the Farm Credit System Insurance Corporation (FCSIC) to administer the Farm Credit Insurance Fund (Insurance Fund).

The Insurance Fund is used to ensure the timely payment of principal and interest on Farm Credit Systemwide debt obligations, to ensure the retirement of protected borrower capital at par or stated value, and for other specified purposes.

At the discretion of the FCSIC, the Insurance Fund is also available to provide assistance to certain troubled System institutions and for the operating expenses of the FCSIC. Each System bank is required to pay premiums into the Insurance Fund until the assets in the Insurance Fund equal 2.0% of the aggregated insured obligations adjusted to reflect the reduced risk on loans or investments guaranteed by federal or state governments. This percentage of aggregate obligations can be changed by the FCSIC, at its sole discretion, to a percentage it determines to be actuarially sound. The basis for assessing premiums is debt outstanding with adjustments made for nonaccrual loans and impaired investment securities which are assessed a surcharge while guaranteed loans and investment securities are deductions from the premium base. AgriBank, in turn, assesses premiums to District associations each year based on similar factors.

Association Farm Credit Services of Western Arkansas, ACA (the Association) and its subsidiaries, Farm Credit Services of Western Arkansas, FLCA and Farm Credit Services of Western Arkansas, PCA (subsidiaries) are lending institutions of the System. We are a customer-owned cooperative providing credit and credit-related services to, or for the benefit of, eligible members for qualified agricultural purposes in the counties of Baxter, Benton, Boone, Calhoun, Carroll, Clark, Columbia, Conway, Crawford, Dallas, Faulkner, Franklin, Garland, Grant, Hempstead, Hot Spring, Howard, Johnson, LaFayette, Little River, Logan, Madison, Marion, Miller, Montgomery, Nevada, Newton, Ouachita, Perry, Pike, Polk, Pope, Saline, Scott, Searcy, Sebastian, Sevier, Union, Van Buren, Washington, and Yell in the state of Arkansas.

We borrow from AgriBank and provide financing and related services to our members. Our ACA holds all the stock of the FLCA and PCA subsidiaries.

We offer credit life and term life insurance to borrowers and those eligible to borrow. We also offer fee appraisals to our members.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Accounting Principles and Reporting Policies Our accounting and reporting policies conform to accounting principles generally accepted in the United States of America (GAAP) and the prevailing practices within the financial services industry. Preparing financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

Principles of Consolidation The Consolidated Financial Statements present the consolidated financial results of Farm Credit Services of Western Arkansas, ACA and its subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation.

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Significant Accounting Policies Loans: Loans are carried at their principal amount outstanding net of any unearned income, cumulative charge-offs, unamortized deferred fees and costs on originated loans, and unamortized premiums or discounts on purchased loans. Loan interest is accrued and credited to interest income based upon the daily principal amount outstanding. Origination fees, net of related costs, are deferred and recognized over the life of the loan as an adjustment to net interest income. The net amount of loan fees and related origination costs are not material to the Consolidated Financial Statements taken as a whole.

Generally we place loans in nonaccrual status when principal or interest is delinquent for 90 days or more (unless the loan is well secured and in the process of collection) or circumstances indicate that full collection is not expected.

When a loan is placed in nonaccrual status, we reverse current year accrued interest to the extent principal plus accrued interest before the transfer exceeds the net realizable value of the collateral. Any unpaid interest accrued in a prior year is capitalized to the recorded investment of the loan, unless the net realizable value is less than the recorded investment in the loan, then it is charged-off against the allowance for loan losses. Any cash received on nonaccrual loans is applied to reduce the recorded investment in the loan, except in those cases where the collection of the recorded investment is fully expected and the loan does not have any unrecovered prior charge-offs. In these circumstances interest is credited to income when cash is received. Loans are charged-off at the time they are determined to be uncollectible. Nonaccrual loans may be returned to accrual status when principal and interest are current, prior charge-offs have been recovered, the ability of the borrower to fulfill the contractual repayment terms is fully expected, the borrower has demonstrated payment performance, and the loan is not classified as doubtful or loss.

In situations where, for economic or legal reasons related to the borrower’s financial difficulties, we grant a concession for other than an insignificant period of time to the borrower that we would not otherwise consider, the related loan is classified as a troubled debt restructuring, also known as a formally restructured loan for regulatory purposes. A concession is generally granted in order to minimize economic loss and avoid foreclosure. Concessions vary by program and borrower and may include interest rate reductions, term extensions, payment deferrals, or an acceptance of additional collateral in lieu of payments. In limited circumstances, principal may be forgiven. Loans classified as troubled debt restructurings are considered risk loans (as defined below).

Loans that are sold as participations are transferred as entire financial assets, groups of entire financial assets, or participating interests in the loans. The transfers of such assets or participating interests are structured such that control over the transferred assets, or participating interests have been surrendered and that all of the conditions have been met to be accounted for as a sale.

Allowance for Loan Losses: The allowance for loan losses is an estimate of losses in our loan portfolio as of the financial statement date. We determine the appropriate level of allowance for loan losses based on periodic evaluation of factors such as loan loss history, estimated probability of default, estimated loss severity, portfolio quality, and current economic and environmental conditions.

Loans in our portfolio that are considered impaired are analyzed individually to establish a specific allowance. A loan is impaired when it is probable that all amounts due will not be collected according to the contractual terms of the loan agreement. We generally measure impairment based on the net realizable value of the collateral. Risk loans include nonaccrual loans, accruing restructured loans, and accruing loans 90 days or more past due. All risk loans are considered to be impaired loans.

We record a specific allowance to reduce the carrying amount of the risk loan by the amount the recorded investment exceeds the net realizable value of collateral. When we deem a loan to be uncollectible, we charge the loan principal and prior year(s) accrued interest against the allowance for loan losses.

Subsequent recoveries, if any, are added to the allowance for loan losses.

An allowance is recorded for probable and estimable credit losses as of the financial statement date for loans that are not individually assessed as impaired.

We use a two-dimensional loan risk rating model that incorporates a 14-point rating scale to identify and track the probability of borrower default and a separate 6-point scale addressing the loss severity. The combination of estimated default probability and loss severity is the primary basis for recognition and measurement of loan collectability of these pools of loans. These estimated losses may be adjusted for relevant current environmental factors.

Changes in the allowance for loan losses consist of provision activity, recorded in “Provision for loan losses” in the Consolidated Statements of Income, recoveries, and charge-offs.

Investment in AgriBank: Our stock investment in AgriBank is on a cost plus allocated equities basis.

Other Property Owned: Other property owned, consisting of real and personal property acquired through foreclosure or deed in lieu of foreclosure, is recorded at the fair value less estimated selling costs upon acquisition. Any initial reduction in the carrying amount of a loan to the fair value of the collateral received is charged to the allowance for loan losses. Revised estimates to the fair value less costs to sell are reported as adjustments to the carrying amount of the asset, provided that such adjusted value is not in excess of the carrying amount at acquisition. Related income, expenses, and gains or losses from operations and carrying value adjustments are included in “Miscellaneous income, net” in the Consolidated Statements of Income.

Other Investment: The carrying amount of the investment in the Rural Business Investment Company, in which we are a limited partner and hold a noncontrolling interest, is at cost and is included in “Other assets” in the Consolidated Statements of Condition. The investment is assessed for impairment. If impairment exists, losses are included in “Miscellaneous income, net” in the Consolidated Statements of Income in the year of impairment. Income on the investment is limited to distributions received. In circumstances when distributions exceed our share of earnings after the date of the investment, these distributions are applied to reduce the carrying value of the investment and are not recognized as income.

Premises and Equipment: The carrying amount of premises and equipment is at cost, less accumulated depreciation and is included in “Other assets” in the Consolidated Statements of Condition. Calculation of depreciation is generally on the straight-line method over the estimated useful lives of the assets.

Gains or losses on disposition are included in “Miscellaneous income, net” in the Consolidated Statements of Income. Depreciation and maintenance and repair expenses are included in “Other operating expenses” in the Consolidated Statements of Income and improvements are capitalized.

22

Post-Employment Benefit Plans: The District has various post-employment benefit plans in which our employees participate. Expenses related to these plans are included in “Salaries and employee benefits” in the Consolidated Statements of Income.

Certain employees participate in the AgriBank District Retirement Plan. The plan is comprised of two benefit formulas. At their option, employees hired prior to October 1, 2001, are on the cash balance formula or on the final average pay formula. Benefits eligible employees hired between October 1, 2001, and December 31, 2006, are on the cash balance formula. Effective January 1, 2007, the AgriBank District Retirement Plan was closed to new employees. The AgriBank District Retirement Plan utilizes the "Projected Unit Credit" actuarial method for financial reporting and funding purposes.

Certain employees also participate in the AgriBank District Pension Restoration Plan. This plan restores retirement benefits to certain highly compensated eligible employees that would have been provided under the qualified plan if such benefits were not above certain Internal Revenue Code limits. Beginning in 2017, the pension liability attributable to the Pension Restoration Plan at the Association and the related accumulated other comprehensive loss are included in the Statements of Condition.

We also provide certain health insurance benefits to eligible retired employees according to the terms of those benefit plans. The anticipated cost of these benefits is accrued during the employees’ active service period.

The defined contribution plan allows eligible employees to save for their retirement either pre-tax, post-tax, or both, with an employer match on a percentage of the employee’s contributions. We provide benefits under this plan for those employees that do not participate in the AgriBank District Retirement Plan in the form of a fixed percentage of salary contribution in addition to the employer match. Employer contributions are expensed when incurred.

Income Taxes: The ACA and PCA accrue federal and state income taxes. Deferred tax assets and liabilities are recognized for future tax consequences of temporary differences between the carrying amounts and tax basis of assets and liabilities. Deferred tax assets are recorded if the deferred tax asset is more likely than not to be realized. If the realization test cannot be met, the deferred tax asset is reduced by a valuation allowance. The expected future tax consequences of uncertain income tax positions are accrued.

The FLCA is exempt from federal and other taxes to the extent provided in the Farm Credit Act. Patronage Program: We accrue patronage distributions according to a prescribed formula approved by the Board of Directors. Generally, we pay the accrued patronage during the first quarter after year end.

Off-Balance Sheet Credit Exposures: Commitments to extend credit are agreements to lend to customers, generally having fixed expiration dates or other termination clauses. Standby letters of credit are agreements to pay a beneficiary if there is a default on a contractual arrangement. Any reserve for unfunded lending commitments and unexercised letters of credit is based on management’s best estimate of losses inherent in these instruments, but the commitments have not yet disbursed. Factors such as likelihood of disbursal and likelihood of losses given disbursement are utilized in determining a reserve, if needed. Based on our assessment, any reserve would be recorded in “Other liabilities” in the Consolidated Statements of Condition and a corresponding loss would be recorded in “Provision for credit losses” in the Consolidated Statements of Income. However, no such reserve was considered necessary as of December 31, 2017, 2016, or 2015.

Cash: For purposes of reporting cash flow, cash includes cash on hand.

Fair Value Measurement: The accounting guidance describes three levels of inputs that may be used to measure fair value.

Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

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:    

Quoted prices for similar assets or liabilities in active markets Quoted prices for identical or similar assets or liabilities in markets that are not active so that they are traded less frequently than exchange-traded instruments, quoted prices that are not current, or principal market information that is not released publicly Inputs that are observable such as interest rates and yield curves, prepayment speeds, credit risks, and default rates Inputs derived principally from or corroborated by observable market data by correlation or other means

Level 3 — Unobservable inputs 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 judgments about assumptions that market participants would use in pricing the asset or liability. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

23

Recently Issued or Adopted Accounting Pronouncements We have assessed the potential impact of accounting standards that have been issued by the Financial Accounting Standards Board (FASB) and have determined the following standards to be applicable to our business. While we are a nonpublic entity, our financial results are closely related to the performance of the combined Farm Credit System. Therefore, we typically adopt accounting pronouncements on the public effective date or aligned with other System institutions, whichever is earlier.

Standard In May 2014, the FASB issued Accounting Standards Update (ASU) 2014-09 “Revenue from Contracts with Customers."

In March 2017, the FASB issued ASU 2017-07 “Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Cost.”

In January 2016, the FASB issued ASU 2016-01 “Recognition and Measurement of Financial Assets and Financial Liabilities.”

Description The guidance governs revenue recognition from contracts with customers and requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

Financial instruments and other contractual rights within the scope of other guidance issued by the FASB are excluded from the scope of this guidance. The guidance sets forth the requirement for new and enhanced disclosures.

This guidance requires that an employer disaggregate the service cost component from the other components of net benefit cost. Specifically, the guidance requires non-service cost components of net benefit cost to be recognized in a non-operating income line item of the income statement and allow only the service cost component of net benefit cost to be eligible for capitalization.

The guidance is intended to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information. The amendments address certain aspects of recognition, measurement, presentation, and disclosure of financial statements.

24

Effective date and financial statement impact We have adopted the new standard effective January 1, 2018, using the modified retrospective approach, as the majority of the Association’s revenues are not subject to the new guidance, the adoption of the guidance did not have a material impact on the financial position, results of operations, equity, or cash flows.

The guidance is effective for public business entities for annual reporting periods beginning after December 15, 2017, including interim periods within those annual periods. For other entities, the amendments in this update are effective for annual reporting periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. Early adoption is permitted with certain restrictions. However, we have no plans to early adopt. We are currently evaluating the impact of the guidance on our results of operations and financial statement disclosures.

The guidance will have no impact on the financial condition or cash flows.

The guidance is effective for public entities for annual reporting periods beginning after December 15, 2017, including interim periods within that year. The guidance is effective for nonpublic entities for annual reporting periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. Certain disclosure changes are permitted to be immediately adopted for annual reporting periods that have not yet been made available for issuance. Nonpublic entities are no longer required to include certain fair value of financial instruments disclosures as part of these disclosure changes. We have immediately adopted this guidance and have excluded such disclosures from our Notes to Consolidated Financial Statements. Early adoption is permitted for interim and annual reporting periods beginning after December 15, 2017, for other applicable sections of the guidance. We are currently evaluating the impact of the remaining guidance on our financial condition, results of operations, cash flows, and financial statement disclosures.

Standard In February 2016, the FASB issued ASU 2016-02 “Leases.”

Description The guidance modifies the recognition and accounting for lessees and lessors and requires expanded disclosures regarding assumptions used to recognize revenue and expenses related to leases.

In June 2016, the FASB issued ASU 201613 “Financial Instruments – Credit Losses.”

The guidance replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. Credit losses relating to available-forsale securities would also be recorded through an allowance for credit losses.

Effective date and financial statement impact The guidance is effective for public entities for annual reporting periods beginning after December 15, 2018, including interim periods within that year. The guidance is effective for nonpublic entities for annual reporting periods beginning after December 15, 2019, and interim periods the subsequent year. Early adoption is permitted and modified retrospective adoption is required. However, we have no plans to early adopt. We have determined after preliminary review, this guidance will not have a material impact on our financial condition, results of operations, and financial statement disclosures, and will have no impact on combined cash flows.

The guidance is effective for non-U.S. Securities Exchange Commission filers for annual reporting periods beginning after December 15, 2020, including interim periods within those annual periods. The guidance is effective for nonpublic entities for annual reporting periods beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. Early adoption is permitted as of annual reporting periods beginning after December 15, 2018, including interim periods within those annual periods. However, we have no plans to early adopt. We are currently evaluating the impact of the guidance on our financial condition, results of operations, cash flows, and financial statement disclosures.

NOTE 3: LOANS AND ALLOWANCE FOR LOAN LOSSES Loans by Type (dollars in thousands)

2017

As of December 31 Real estate mortgage Production and intermediate term Agribusiness Other Total

2016

Amount

%

$

816,084 167,239 144,182 83,343

67.4% 13.8% 11.9% 6.9%

$

1,210,848

100.0%

2015

Amount

%

$

766,284 176,858 143,184 75,777

66.0% 15.2% 12.3% 6.5%

$

1,162,103

100.0%

Amount

%

$

702,498 174,294 130,173 80,225

64.6% 16.0% 12.0% 7.4%

$

1,087,190

100.0%

The other category is primarily comprised of communication, energy, rural residential real estate, and agricultural export finance related loans.

Portfolio Concentrations Concentrations exist when there are amounts loaned to multiple borrowers engaged in similar activities, which could cause them to be similarly impacted by economic conditions. We lend primarily within agricultural industries.

As of December 31, 2017, volume plus commitments to our ten largest borrowers totaled an amount equal to 7.7% of total loans and commitments.

Total loans plus any unfunded commitments represent a proportionate maximum potential credit risk. However, substantial portions of our lending activities are collateralized. Accordingly, the credit risk associated with lending activities is less than the recorded loan principal. 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 farmland and income-producing property, such as crops and livestock. Long-term real estate loans are secured by the first liens on the underlying real property.

25

Participations We may purchase or sell participation interests with other parties in order to diversify risk, manage loan volume, or comply with the FCA Regulations or General Financing Agreement (GFA) limitations.

Participations Purchased and Sold AgriBank Participations Purchased

(in thousands) As of December 31, 2017 Real estate mortgage Production and intermediate term Agribusiness Other Total

$

(26,402) ----

$

26,106 22,509 141,328 75,716

$

(3,479) ----

$

26,106 22,509 141,328 75,716

$

(29,881) ----

$

--

$

(26,402)

$

265,659

$

(3,479)

$

265,659

$

(29,881)

Sold

Total Participations Purchased

Sold

-----

$

(34,333) ----

$

22,603 31,260 140,132 68,867

$

(4,102) ----

$

22,603 31,260 140,132 68,867

$

(38,435) ----

$

--

$

(34,333)

$

262,862

$

(4,102)

$

262,862

$

(38,435)

As of December 31, 2015

Total

Other Farm Credit Institutions Participations Purchased Sold

$

AgriBank Participations Purchased

Real estate mortgage Production and intermediate term Agribusiness Other

Sold

-----

As of December 31, 2016

Total

Sold

Total Participations Purchased

$

AgriBank Participations Purchased

Real estate mortgage Production and intermediate term Agribusiness Other

Other Farm Credit Institutions Participations Purchased Sold

Other Farm Credit Institutions Participations Purchased Sold

Sold

Total Participations Purchased

Sold

$

-----

$

(44,086) ----

$

14,765 30,599 126,836 73,616

$

(5,839) ----

$

14,765 30,599 126,836 73,616

$

(49,925) ----

$

--

$

(44,086)

$

245,816

$

(5,839)

$

245,816

$

(49,925)

Credit Quality and Delinquency We utilize the FCA Uniform Classification System to categorize loans into five credit quality categories. The categories are:     

Acceptable – loans are non-criticized loans representing the highest quality. They are expected to be fully collectible. This category is further differentiated into various probabilities of default.

Other assets especially mentioned (Special Mention) – are currently collectible but exhibit some potential weakness. These loans involve increased credit risk, but not to the point of justifying a substandard classification.

Substandard – loans exhibit some serious weakness in repayment capacity, equity, and/or collateral pledged on the loan.

Doubtful – loans exhibit similar weaknesses as substandard loans. Doubtful loans have additional weaknesses in existing factors, conditions, and values that make collection in full highly questionable.

Loss – loans are considered uncollectible.

We had no loans categorized as loss at December 31, 2017, 2016, or 2015.

Credit Quality of Loans (dollars in thousands) As of December 31, 2017 Real estate mortgage Production and intermediate term Agribusiness Other Total

Acceptable Amount

Special Mention Amount

%

Substandard/ Doubtful Amount

%

%

Total Amount

%

$

808,103 162,241 142,016 79,376

98.2% 95.5% 98.2% 95.0%

$

7,831 4,374 2,234 641

1.0% 2.6% 1.5% 0.8%

$

6,376 3,199 462 3,498

0.8% 1.9% 0.3% 4.2%

$

822,310 169,814 144,712 83,515

100.0% 100.0% 100.0% 100.0%

$

1,191,736

97.7%

$

15,080

1.2%

$

13,535

1.1%

$

1,220,351

100.0%

26

Acceptable Amount

As of December 31, 2016 Real estate mortgage Production and intermediate term Agribusiness Other Total

Total

%

Substandard/ Doubtful Amount

%

%

Total Amount

%

$

758,176 171,760 139,594 69,913

98.2% 95.6% 97.1% 92.0%

$

6,916 4,234 -5,297

0.9% 2.4% -7.0%

$

6,713 3,537 4,098 726

0.9% 2.0% 2.9% 1.0%

$

771,805 179,531 143,692 75,936

100.0% 100.0% 100.0% 100.0%

$

1,139,443

97.3%

$

16,447

1.4%

$

15,074

1.3%

$

1,170,964

100.0%

Acceptable Amount

As of December 31, 2015 Real estate mortgage Production and intermediate term Agribusiness Other

Special Mention Amount

Special Mention Amount

%

Substandard/ Doubtful Amount

%

%

Total Amount

%

$

694,667 166,064 124,509 77,543

98.2% 94.1% 95.3% 96.5%

$

6,832 8,896 1,203 1,155

1.0% 5.0% 0.9% 1.4%

$

5,434 1,602 4,989 1,651

0.8% 0.9% 3.8% 2.1%

$

706,933 176,562 130,701 80,349

100.0% 100.0% 100.0% 100.0%

$

1,062,783

97.1%

$

18,086

1.7%

$

13,676

1.2%

$

1,094,545

100.0%

Note: Accruing loans include accrued interest receivable.

Aging Analysis of Loans 30-89 Days Past Due

(in thousands) As of December 31, 2017 Real estate mortgage Production and intermediate term Agribusiness Other Total

Total

Total

Not Past Due or Less Than 30 Days Past Due

Total

1,597 441 ---

$

1,103 1,549 ---

$

2,700 1,990 ---

$

819,610 167,824 144,712 83,515

$

822,310 169,814 144,712 83,515

$

2,038

$

2,652

$

4,690

$

1,215,661

$

1,220,351

30-89 Days Past Due

90 Days or More Past Due

Total Past Due

Not Past Due or Less Than 30 Days Past Due

Total

$

1,434 118 ---

$

1,005 1,011 ---

$

2,439 1,129 ---

$

769,366 178,402 143,692 75,936

$

771,805 179,531 143,692 75,936

$

1,552

$

2,016

$

3,568

$

1,167,396

$

1,170,964

30-89 Days Past Due

As of December 31, 2015 Real estate mortgage Production and intermediate term Agribusiness Other

Total Past Due

$

As of December 31, 2016 Real estate mortgage Production and intermediate term Agribusiness Other

90 Days or More Past Due

90 Days or More Past Due

Total Past Due

Not Past Due or Less Than 30 Days Past Due

Total

$

1,231 89 ---

$

1,598 401 67 --

$

2,829 490 67 --

$

704,104 176,072 130,634 80,349

$

706,933 176,562 130,701 80,349

$

1,320

$

2,066

$

3,386

$

1,091,159

$

1,094,545

Note: Accruing loans include accrued interest receivable.

There were no loans 90 days or more past due and still accruing interest at December 31, 2017, 2016, and 2015.

27

Risk Loans Risk loans are loans for which it is probable that all principal and interest will not be collected according to the contractual terms. Interest income recognized and cash payments received on nonaccrual risk loans are applied as described in Note 2.

Risk Loan Information (in thousands) As of December 31

2017

Nonaccrual loans: Current as to principal and interest Past due

$

2016

1,172 3,154

Total nonaccrual loans Accruing restructured loans

$

4,326 3,108

Total risk loans Volume with specific allowance Volume without specific allowance Total risk loans Total specific allowance

Average recorded risk loans

$

5,902 3,609

4,228 2,360 6,588 3,062

7,434

$

9,511

$

9,650

$

1,501 5,933

$

1,147 8,364

$

1,062 8,588

$

7,434

$

9,511

$

9,650

$

197

$

219

$

132

2017

Total income on risk loans

3,517 2,385

$

For the year ended December 31 Income on accrual risk loans Income on nonaccrual loans

2015

2016

2015

$

185 412

$

161 383

$

122 286

$

597

$

544

$

408

$

7,874

$

9,055

$

9,796

Note: Accruing loans include accrued interest receivable.

Nonaccrual Loans by Loan Type (in thousands) As of December 31 Real estate mortgage

2017 $

2,060

Production and intermediate term Agribusiness Other Total

2016 $

2,266 --$

4,326

28

2,250

2015 $

1,322 2,330 -$

5,902

2,694 492 2,525 877

$

6,588

Additional Impaired Loan Information by Loan Type As of December 31, 2017 Unpaid Recorded Principal Investment Balance

(in thousands) Impaired loans with a related allowance for loan losses: Real estate mortgage Production and intermediate term Agribusiness Other Total Impaired loans with no related allowance for loan losses: Real estate mortgage Production and intermediate term Agribusiness Other Total Total impaired loans: Real estate mortgage Production and intermediate term Agribusiness Other Total

Total Impaired loans with no related allowance for loan losses: Real estate mortgage Production and intermediate term Agribusiness Other Total Total impaired loans: Real estate mortgage Production and intermediate term Agribusiness Other Total

Average Impaired Loans

Related Allowance

Interest Income Recognized

$

410 1,091 ---

$

406 1,060 ---

$

84 113 ---

$

455 1,061 ---

$

-----

$

1,501

$

1,466

$

197

$

1,516

$

--

$

2,432 1,267 2,234 --

$

2,959 1,825 2,227 --

$

-----

$

2,697 1,232 2,286 143

$

287 102 198 10

$

5,933

$

7,011

$

--

$

6,358

$

597

$

2,842 2,358 2,234 --

$

3,365 2,885 2,227 --

$

84 113 ---

$

3,152 2,293 2,286 143

$

287 102 198 10

$

7,434

$

8,477

$

197

$

7,874

$

597

As of December 31, 2016 Unpaid Recorded Principal Investment Balance Impaired loans with a related allowance for loan losses: Real estate mortgage Production and intermediate term Agribusiness Other

For the year ended December 31, 2017

For the year ended December 31, 2016 Average Impaired Loans

Related Allowance

Interest Income Recognized

$

649 498 ---

$

642 463 ---

$

187 32 ---

$

669 344 ---

$

-----

$

1,147

$

1,105

$

219

$

1,013

$

--

$

3,423 1,730 2,330 881

$

4,051 2,363 2,323 1,070

$

-----

$

3,529 1,196 2,440 877

$

255 175 75 39

$

8,364

$

9,807

$

--

$

8,042

$

544

$

4,072 2,228 2,330 881

$

4,693 2,826 2,323 1,070

$

187 32 ---

$

4,198 1,540 2,440 877

$

255 175 75 39

$

9,511

$

10,912

$

219

$

9,055

$

544

29

For the year ended December 31, 2015

As of December 31, 2015 Unpaid Recorded Principal Investment Balance Impaired loans with a related allowance for loan losses: Real estate mortgage Production and intermediate term Agribusiness Other Total Impaired loans with no related allowance for loan losses: Real estate mortgage Production and intermediate term Agribusiness Other Total Total impaired loans: Real estate mortgage Production and intermediate term Agribusiness Other Total

Average Impaired Loans

Related Allowance

Interest Income Recognized

$

910 152 ---

$

870 147 ---

$

103 29 ---

$

914 139 -79

$

-----

$

1,062

$

1,017

$

132

$

1,132

$

--

$

3,728 1,452 2,525 883

$

4,282 2,132 2,462 1,117

$

-----

$

3,746 1,322 2,603 993

$

256 72 79 1

$

8,588

$

9,993

$

--

$

8,664

$

408

$

4,638 1,604 2,525 883

$

5,152 2,279 2,462 1,117

$

103 29 ---

$

4,660 1,461 2,603 1,072

$

256 72 79 1

$

9,650

$

11,010

$

132

$

9,796

$

408

The recorded investment in the loan is the unpaid principal amount increased or decreased by applicable accrued interest and unamortized premium, discount, finance charges, and acquisition costs and may also reflect a previous direct charge-off of the investment.

Unpaid principal balance represents the contractual principal balance of the loan.

We had no commitments to lend additional money to borrowers whose loans were classified as risk loans at December 31, 2017.

Troubled Debt Restructurings (TDRs) Included within our loans are TDRs. These loans have been modified by granting a concession in order to maximize the collection of amounts due when a borrower is experiencing financial difficulties. All risk loans, including TDRs, are analyzed within our allowance for loan losses.

TDR Activity (in thousands) For the year ended December 31

Real estate mortgage Production and intermediate term Total

2017 Pre-modification Post-modification

2016 Pre-modification Post-modification

2015 Pre-modification Post-modification

$

---

$

---

$

-40

$

-38

$

709 603

$

710 570

$

--

$

--

$

40

$

38

$

1,312

$

1,280

Pre-modification represents the outstanding recorded investment of the loan just prior to restructuring and post-modification represents the outstanding recorded investment of the loan immediately following the restructuring. The recorded investment of the loan is the unpaid principal amount of the receivable increased or decreased by applicable accrued interest and unamortized premium, discount, finance charges, and acquisition costs and may also reflect a previous direct charge-off.

The primary types of modification included deferral of principal, interest rate reduction below market, and extension of maturity.

There were no TDRs that defaulted during the years ended December 31, 2017 or 2016 in which the modification was within twelve months of the respective reporting period. We had TDRs in the production and intermediate term loan category of $36 thousand that defaulted during the year ended December 31, 2015 in which the modifications were within twelve months of the respective reporting period.

30

TDRs Outstanding (in thousands) As of December 31

2017

Accrual status: Real estate mortgage Production and intermediate term Agribusiness Other Total TDRs in accrual status Nonaccrual status: Real estate mortgage Production and intermediate term Agribusiness Other Total TDRs in nonaccrual status Total TDRs: Real estate mortgage Production and intermediate term Agribusiness Other Total TDRs

2016

2015

$

782 92 2,234 --

$

1,822 906 -881

$

1,944 1,112 -6

$

3,108

$

3,609

$

3,062

$

1,208 658 ---

$

256 -2,320 --

$

258 218 2,459 877

$

1,866

$

2,576

$

3,812

$

1,990 750 2,234 --

$

2,078 906 2,320 881

$

2,202 1,330 2,459 883

$

4,974

$

6,185

$

6,874

There were no material commitments to lend to borrowers whose loans have been modified in a TDR at December 31, 2017.

Allowance for Loan Losses Changes in Allowance for Loan Losses (in thousands) For the year ended December 31

2017

2016

2015

Balance at beginning of year Provision for loan losses Loan recoveries Loan charge-offs

$

1,727 $ 641 18 (248)

1,217 $ 732 75 (297)

1,155 548 21 (507)

Balance at end of year

$

2,138

1,727

1,217

$

$

Changes in Allowance for Loan Losses and Year End Recorded Investments by Loan Type Real Estate Mortgage

(in thousands) Allowance for loan losses: Balance as of December 31, 2016 Provision for loan losses Loan recoveries Loan charge-offs

$

Balance as of December 31, 2017

$

Ending balance: individually evaluated for impairment Ending balance: collectively evaluated for impairment Recorded investment in loans outstanding: Ending balance as of December 31, 2017

Production and Intermediate Term

636 $ 185 2 (169)

Agribusiness

Other

Total

238 $ 99 16 (79)

308 50 ---

$

545 307 ---

$

1,727 641 18 (248)

358

$

852

$

2,138

654

$

274

$

$

84

$

113

$

--

$

--

$

197

$

570

$

161

$

358

$

852

$

1,941

$

822,310

$

169,814

$

144,712

$

83,515

$

1,220,351

Ending balance: individually evaluated for impairment

$

2,842

$

2,358

$

2,234

$

--

$

7,434

Ending balance: collectively evaluated for impairment

$

819,468

$

167,456

$

142,478

$

83,515

$

1,212,917

31

Real Estate Mortgage Allowance for loan losses: Balance as of December 31, 2015 Provision for (reversal of) loan losses Loan recoveries Loan charge-offs

$

Production and Intermediate Term

399 $ 489 27 (279)

Agribusiness

Other

Total

181 $ 27 48 (18)

309 $ (1) ---

328 217 ---

$

1,217 732 75 (297)

Balance as of December 31, 2016

$

636

$

238

$

308

$

545

$

1,727

Ending balance: individually evaluated for impairment

$

187

$

32

$

--

$

--

$

219

Ending balance: collectively evaluated for impairment

$

449

$

206

$

308

$

545

$

1,508

$

771,805

$

179,531

$

143,692

$

75,936

$

1,170,964

Recorded investment in loans outstanding: Ending balance as of December 31, 2016 Ending balance: individually evaluated for impairment

$

4,072

$

2,228

$

2,330

$

881

$

9,511

Ending balance: collectively evaluated for impairment

$

767,733

$

177,303

$

141,362

$

75,055

$

1,161,453

Real Estate Mortgage Allowance for loan losses: Balance as of December 31, 2014 Provision for (reversal of) loan losses Loan recoveries Loan charge-offs

$

Production and Intermediate Term

250 $ 314 4 (169)

Agribusiness

239 $ 190 17 (265)

Other

Total

253 56 ---

$

413 $ (12) -(73)

1,155 548 21 (507)

Balance as of December 31, 2015

$

399

$

181

$

309

$

328

$

1,217

Ending balance: individually evaluated for impairment

$

103

$

29

$

--

$

--

$

132

Ending balance: collectively evaluated for impairment

$

296

$

152

$

309

$

328

$

1,085

$

706,933

$

176,562

$

130,701

$

80,349

$

1,094,545

Recorded investment in loans outstanding: Ending balance as of December 31, 2015 Ending balance: individually evaluated for impairment

$

4,638

$

1,604

$

2,525

$

883

$

9,650

Ending balance: collectively evaluated for impairment

$

702,295

$

174,958

$

128,176

$

79,466

$

1,084,895

The recorded investment in the loan is the unpaid principal amount increased or decreased by applicable accrued interest and unamortized premium, discount, finance charges, and acquisition costs and may also reflect a previous direct charge-off of the investment.

NOTE 4: INVESTMENT IN AGRIBANK As of December 31, 2017, we were required by AgriBank to maintain an investment equal to 2.25% of the average quarterly balance of our note payable, with an additional amount required on association growth in excess of a targeted growth rate if the District is also growing above a targeted growth rate.

We are also required to hold AgriBank stock related to participation in the AgriBank Asset Pool Program. As of December 31, 2017, we were required to hold the greater of 8.0% of the quarter-end balance in the program, or 2.0% of the initial balance of loans sold into the program.

The balance of our investment in AgriBank, all required stock, was $25.9 million, $25.0 million, and $23.4 million at December 31, 2017, 2016, and 2015, respectively.

NOTE 5: OTHER INVESTMENT We and other Farm Credit Institutions are among the limited partners for a Rural Business Investment Company (RBIC), which was established in December 2016. Our total commitment is $2.0 million through December 2020 with an option to extend under certain circumstances. Our investment in the RBIC totaled $120 thousand at December 31, 2017.

The investment was evaluated for impairment. For the year ended December 31, 2017, we have not recognized any impairment on this investment.

32

NOTE 6: NOTE PAYABLE TO AGRIBANK Our note payable to AgriBank represents borrowings, in the form of a line of credit, to fund our loan portfolio. The line of credit is governed by a GFA and our assets serve as collateral.

Note Payable Information (dollars in thousands) As of December 31

2017

Line of credit Outstanding principal under the line of credit Interest rate

$

1,400,000 972,069 2.4%

2016 $

1,200,000 937,260 2.1%

2015 $

950,000 871,179 2.0%

Our note payable matures May 31, 2020, at which time the note will be renegotiated.

The GFA provides for limitations on our ability to borrow funds based on specified factors or formulas relating primarily to outstanding balances, credit quality, and financial condition. At December 31, 2017, and throughout the year, we were not declared in default under any GFA covenants or provisions.

NOTE 7: MEMBERS’ EQUITY Capitalization Requirements In accordance with the Farm Credit Act, each borrower is required to invest in us as a condition of obtaining a loan. As authorized by the Agricultural Credit Act and our capital bylaws, the Board of Directors has adopted a capital plan that establishes a stock purchase requirement for obtaining a loan of 2.0% of the customer’s total loan(s) or one thousand dollars, whichever is less. The purchase of one participation certificate is required of all non-stockholder customers who purchase financial services. The Board of Directors may increase the amount of required investment to the extent authorized in the capital bylaws. The borrower acquires ownership of the capital stock at the time the loan is made. The aggregate par value of the stock is added to the principal amount of the related obligation. We retain a first lien on the stock or participation certificates owned by customers.

Regulatory Capitalization Requirements Regulatory Capital Requirements and Ratios Capital Conservation Buffer

Total

2017

Regulatory Minimums

Risk-adjusted: Common equity tier 1 ratio Tier 1 capital ratio Total capital ratio Permanent capital ratio

20.6% 20.6% 20.8% 20.7%

4.5% 6.0% 8.0% 7.0%

2.5%* 2.5%* 2.5%* N/A

7.0% 8.5% 10.5% 7.0%

Non-risk-adjusted: Tier 1 leverage ratio Unallocated retained earnings and equivalents leverage ratio

20.1% 19.9%

4.0% 1.5%

1.0% N/A

5.0% 1.5%

As of December 31

*The 2.5% capital conservation buffer over risk-adjusted ratio minimums will be phased in over three years under the FCA capital requirements.

Effective January 1, 2017, the regulatory capital requirements for Farm Credit System banks and associations were modified. The new regulations replaced existing core surplus and total surplus ratios with common equity tier 1, tier 1 capital, and total capital risk-based capital ratios. The new regulations also added a tier 1 leverage ratio and an unallocated retained earnings and equivalents (UREE) leverage ratio. The permanent capital ratio continues to remain in effect, with some modifications, to align with the new regulations.

Risk-adjusted assets have been defined by the FCA Regulations as the Statement of Condition assets and off-balance-sheet commitments adjusted by various percentages, depending on the level of risk inherent in the various types of assets. The primary changes, which generally have the impact of increasing riskadjusted assets (decreasing risk-based regulatory capital ratios) were as follows:  

Inclusion of off-balance-sheet commitments with terms at origination of less than 14 months Increased risk-weighting of most loans 90 days past due or in nonaccrual status

Risk-adjusted assets is calculated differently for the permanent capital ratio (referred herein as PCR risk-adjusted assets) compared to the other risk-based capital ratios. The primary difference is the inclusion of the allowance for loan losses as a deduction to risk-adjusted assets for the permanent capital ratio.

33

These ratios are based on a three-month average daily balance in accordance with FCA Regulations and are calculated as follows (not all items below may be applicable to our Association): 

 

  

Common equity tier 1 ratio is statutory minimum purchased member stock, other required member stock held for a minimum of 7 years, allocated equities held for a minimum of 7 years or not subject to retirement, unallocated retained earnings as regulatorily prescribed, paid-in capital, less certain regulatory required deductions including the amount of allocated investments in other System institutions, and the amount of purchased investments in other System institutions under the corresponding deduction approach, divided by average risk-adjusted assets.

Tier 1 capital ratio is common equity tier 1 plus non-cumulative perpetual preferred stock, divided by average risk-adjusted assets.

Total capital is tier 1 capital plus other required member stock held for a minimum of 5 years, allocated equities held for a minimum of 5 years, subordinated debt, and limited-life preferred stock greater than 5 years to maturity at issuance subject to certain limitations, allowance for loan losses and reserve for credit losses subject to certain limitations, less certain investments in other System institutions under the corresponding deduction approach, divided by average risk-adjusted assets.

Permanent capital ratio is all at-risk borrower stock, any allocated excess stock, unallocated retained earnings as regulatorily prescribed, paid-in capital, subordinated debt, and preferred stock subject to certain limitations, less certain allocated and purchased investments in other System institutions divided by PCR risk-adjusted assets.

Tier 1 leverage ratio is tier 1 capital, including regulatory deductions, divided by average assets less regulatory deductions subject to tier 1 capital.

UREE leverage ratio is unallocated retained earnings as regulatorily prescribed, paid-in capital, allocated surplus not subject to retirement less certain regulatory required deductions including the amount of allocated investments in other System institutions divided by average assets less regulatory deductions subject to tier 1 capital.

If the capital ratios fall below the total requirements, including the buffer amounts, capital distributions (equity redemptions, dividends, and patronage) and discretionary senior executive bonuses are restricted or prohibited without prior FCA approval.

Effective January 1, 2017, the regulatory capital requirements allow for allotment agreements for only the permanent capital ratio and, as such, any stock in excess of our AgriBank required investment was not included in the common equity tier 1, tier 1 capital, total capital, or leverage ratios. We had no allocated excess stock at December 31, 2017.

Refer to Note 6 in our 2016 Annual Report for a more complete description of the ratios effective as of December 31, 2016, and 2015. We were in compliance with the minimum required capital ratios as of December 31, 2016, and 2015.

Description of Equities The following represents information regarding classes and number of shares of stock and participation certificates outstanding. All shares and participation certificates are stated at a $5.00 par value.

As of December 31

2017

Class C common stock (at-risk) Series 2 participation certificates (at-risk)

1,014,751 20,346

Number of Shares 2016 969,489 18,144

2015 918,669 17,579

Under our bylaws, we are also authorized to issue Class B, Class D, and Class E common stock and Class F preferred stock. Each of these classes of stock is at-risk and nonvoting with a $5.00 par value per share. Currently, no stock of these classes has been issued.

Only holders of Class C common stock have voting rights. Our bylaws do not prohibit us from paying dividends on any classes of stock. However, no dividends have been declared to date.

Our bylaws generally permit stock and participation certificates to be retired at the discretion of our Board of Directors and in accordance with our capitalization plans, provided prescribed capital standards have been met. At December 31, 2017, we exceeded the prescribed standards. We do not anticipate any significant changes in capital that would affect the normal retirement of stock.

In the event of our liquidation or dissolution, according to our bylaws, any remaining assets after payment or retirement of all liabilities will be distributed first pro rata to holders of preferred stock, and lastly, pro rata, to holders of all classes of common stock and participation certificates.

In the event of impairment, losses will be absorbed first pro rata by holders of common stock and participation certificates, then pro rata by holders of preferred stock.

All classes of stock are transferable to other customers who are eligible to hold such class as long as we meet the regulatory minimum capital requirements.

Patronage Distributions We accrued patronage distributions of $8.8 million, $7.6 million, and $7.5 million at December 31, 2017, 2016, and 2015, respectively. Generally, the patronage distributions are paid in cash during the first quarter after year end. The Board of Directors may authorize a distribution of earnings provided we meet all statutory and regulatory requirements.

The FCA Regulations prohibit patronage distributions to the extent they would reduce our permanent capital ratio below the minimum permanent capital adequacy standards. Additionally, effective January 1, 2017, patronage distributions may be restricted or prohibited without prior FCA approval if capital ratios fall below the total requirements, including the buffer amounts. We do not foresee any events that would result in this prohibition in 2018.

34

NOTE 8: INCOME TAXES The Tax Cuts and Jobs Act (the Act) was enacted in December of 2017. This Act contained various tax law changes, including a federal statutory tax rate change to 21% from 34%, effective January 1, 2018. Because deferred tax assets and liabilities are expected to be recognized in the Association’s tax return in a future year, when the new statutory tax rate would be applicable, the deferred tax assets and liabilities as of December 31, 2017, have been valued using a blended federal/state effective tax rate based on the new federal statutory tax rate. The effect of this revaluation is recognized in our provision for income taxes for the year ended December 31, 2017.

Provision for Income Taxes Provision for Income Taxes (dollars in thousands) For the year ended December 31

2017

2016

2015

Current: Federal State Total current Deferred: Federal

$

43 10

$

82 10

$

38 10

$

53

$

92

$

48

$

24

$

81

$

(15)

State

29

Total deferred Provision for income taxes

16

53 $

Effective tax rate

106

(2)

97 $

0.4%

189

(17) $

1.0%

31 0.2%

Reconciliation of Taxes at Federal Statutory Rate to Provision for Income Taxes (in thousands) For the year ended December 31 Federal tax at statutory rates State tax, net Patronage distributions Effect of non-taxable entity Decrease in valuation of net deferred tax liabilities Other Provision for income taxes

2017

2016

2015

$

8,191 $ 26 (2,822) (5,167) (117) (5)

6,745 $ 16 (2,487) (4,128) -43

$

106

189

$

$

6,629 4 (2,109) (4,492) -(1) 31

Deferred Income Taxes Tax laws require certain items to be included in our tax returns at different times than the items are reflected on our Consolidated Statements of Income.

Some of these items are temporary differences that will reverse over time. We record the tax effect of temporary differences as deferred tax assets and liabilities netted on our Consolidated Statements of Condition.

Deferred Tax Assets and Liabilities (in thousands) As of December 31

2017

2016

2015

$

55 $ 145 181 (86) (230) (333) (4) 19 (1)

78 $ 219 279 (60) (339) (385) (12) 19 --

65 221 243 (39) (339) (259) (14) 18 --

Deferred tax liabilities, net

$

(254) $

(201) $

(104)

Gross deferred tax assets

$

Gross deferred tax liabilities

$

Allowance for loan losses Postretirement benefit accrual Accrued incentive Accrued patronage income not received AgriBank 2002 allocated stock Accrued pension asset Depreciation Other assets Other liabilities

400

$

(654) $

A valuation allowance for the deferred tax assets was not necessary at December 31, 2017, 2016, or 2015.

35

595

$

(796) $

547 (651)

We have not provided for deferred income taxes on patronage allocations received from AgriBank prior to 1993. Such allocations, distributed in the form of stock, are subject to tax only upon conversion to cash. Our intent is to permanently maintain this investment in AgriBank. Our total permanent investment in AgriBank is $19.6 million. Additionally, we have not provided deferred income taxes on accumulated FLCA earnings of $235.6 million as it is our intent to permanently maintain this equity in the FLCA or to distribute the earnings to members in a manner that results in no additional tax liability to us.

Our income tax returns are subject to review by various United States taxing authorities. We record accruals for items that we believe may be challenged by these taxing authorities. However, we had no uncertain income tax positions at December 31, 2017. In addition, we believe we are no longer subject to income tax examinations for years prior to 2014.

NOTE 9: EMPLOYEE BENEFIT PLANS Pension and Post-Employment Benefit Plans Complete financial information for the pension and post-employment benefit plans may be found in the Combined AgriBank and District Associations 2017 Annual Report (District financial statements).

The Farm Credit Foundations Plan Sponsor and Trust Committees provide oversight of the benefit plans. These governance committees are comprised of elected or appointed representatives (senior leadership and/or Board of Director members) from the participating organizations. The Plan Sponsor Committee is responsible for employer decisions regarding all benefit plans including retirement benefits. These decisions could include plan changes, vendor changes, determination of employer subsidies (if any), and termination of specific benefit plans. Any action to change or terminate the retirement plan can only occur at the direction of the AgriBank District participating employers. The Trust Committee is responsible for fiduciary and plan administrative functions.

Pension Plan: Certain employees participate in the AgriBank District Retirement Plan, a District-wide multi-employer defined benefit retirement 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. This plan is noncontributory and covers certain eligible District employees. The assets, liabilities, and costs of the plan are not segregated by participating entities. As such, plan assets are available for any of the participating employers’ retirees at any point in time. Additionally, if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. Further, if we choose to stop participating in the plan, we may be required to pay an amount based on the underfunded status of the plan. Because of the nature of the plan, any individual employer is not able to unilaterally change the provisions of the plan. If an employee transfers to another employer within the same plan, the employee benefits under the plan transfer. Benefits are based on salary and years of service. There is no collective bargaining agreement in place as part of this plan.

AgriBank District Retirement Plan Information (in thousands) As of December 31 Unfunded liability Projected benefit obligation Fair value of plan assets Accumulated benefit obligation

2017 $

352,516 1,371,013 1,018,497 1,184,550

$

44,730 964 90,000 2,036

For the year ended December 31 Total plan expense Our allocated share of plan expenses Contributions by participating employers Our allocated share of contributions

2016 $

374,305 1,269,625 895,320 1,096,913

$

53,139 1,132 90,000 1,979

2017

2015 $

453,825 1,255,259 801,434 1,064,133

$

63,800 1,401 62,722 1,376

2016

2015

The unfunded liability reflects the net of the fair value of the plan assets and the projected benefit obligation at the date of these Consolidated Financial Statements. The projected benefit obligation is the actuarial present value of all benefits attributed by the pension benefit formula to employee service rendered prior to the measurement date based on assumed future compensation levels. The accumulated benefit obligation is the actuarial present value of the benefits attributed to employee service rendered before the measurement date and based on current employee service and compensation. The funding status is subject to many variables including performance of plan assets and interest rate levels. Therefore, changes in assumptions could significantly affect these estimates.

Costs are determined for each individual employer based on costs directly related to their current employees as well as an allocation of the remaining costs based proportionately on the estimated projected liability of the employer under this plan. We recognize our proportional share of expense and contribute a proportional share of funding. Our allocated share of plan expenses is included in “Salaries and employee benefits” in the Consolidated Statements of Income.

Benefits paid to participants in the District were $103.7 million in 2017. While the plan is a governmental plan and is not subject to minimum funding requirements, the employers contribute amounts necessary on an actuarial basis to provide the plan with sufficient assets to meet the benefits to be paid to participants. The amount of the total District employer contributions expected to be paid into the pension plan during 2018 is $90.0 million. Our allocated share of these pension contributions is expected to be $2.0 million. The amount ultimately to be contributed and the amount ultimately recognized as expense as well as the timing of those contributions and expenses, are subject to many variables including performance of plan assets

36

and interest rate levels. These variables could result in actual contributions and expenses being greater than or less than the amounts reflected in the District financial statements.

Nonqualified Retirement Plan: We also participate in the District-wide nonqualified defined benefit Pension Restoration Plan. This plan restores retirement benefits to certain highly compensated eligible employees that would have been provided under the qualified plan if such benefits were not above certain Internal Revenue Code limits.

Pension Restoration Plan Information (in thousands) As of December 31

2017

Our unfunded liability Projected benefit obligation for the Combined District Accumulated benefit obligation for the Combined District

$

699 37,190 29,844

$

8,336 318

For the year ended December 31

2016 $

-28,514 22,778

$

5,767 --

2017

Total plan expense Our allocated share of plan expenses

2015 $

-31,650 26,323

$

3,776 --

2016

2015

The nonqualified plan is funded as the benefits are paid; therefore, there are no assets in the plan and the unfunded liability is equal to the projected benefit obligation. Beginning in 2017, the recognition of the unfunded liability includes the impact of prior service cost and unamortized gain/loss. The increase in the liability was offset against accumulated other comprehensive loss and had no impact to net income. The amount of the pension benefits funding status is subject to many variables including interest rate levels. Therefore, changes in assumptions could significantly affect these estimates.

Costs are determined for each individual employer based on costs directly related to their participants in the plan. Our allocated share of plan expenses is included in “Salaries and employee benefits” in the Consolidated Statements of Income. The Pension Restoration Plan is unfunded and we make annual contributions to fund benefits paid to our retirees covered by the plan. Our cash contributions are equal to the benefits paid. There were no benefits paid under the Pension Restoration Plan to our senior officers who were actively employed during the year. We had no cash contributions and paid no benefits during 2017, 2016, and 2015.

Retiree Medical Plans: District employers also provide certain health insurance benefits to eligible retired employees according to the terms of the benefit plans. The anticipated costs of these benefits are accrued during the period of the employee’s active status.

Retiree Medical Plan Information (in thousands) For the year ended December 31 Postretirement benefit expense Our cash contributions

2017 $

9 38

2016 $

16 32

2015 $

49 31

Postretirement benefit costs are included in “Salaries and employee benefits” in the Consolidated Statements of Income. Our cash contributions are equal to the benefits paid.

Defined Contribution Plans We participate in a District-wide defined contribution plan. For employees hired before January 1, 2007, employee contributions are matched dollar for dollar up to 2.0% and 50 cents on the dollar on the next 4.0% on both pre-tax and post-tax contributions. The maximum employer match is 4.0%. For employees hired after December 31, 2006, we contribute 3.0% of the employee’s compensation and will match employee contributions dollar for dollar up to a maximum of 6.0% on both pre-tax and post-tax contributions. The maximum employer contribution is 9.0%.

Employer contribution expenses for the defined contribution plan, included in “Salaries and employee benefits” in the Consolidated Statements of Income, were $553 thousand, $515 thousand, and $451 thousand in 2017, 2016, and 2015, respectively. These expenses were equal to our cash contributions for each year.

NOTE 10: RELATED PARTY TRANSACTIONS In the ordinary course of business, we may enter into loan transactions with our officers, directors, their immediate family members, and other organizations with which such persons may be associated. Such transactions may be subject to special approval requirements contained in the 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 other persons. In our opinion, none of these loans outstanding at December 31, 2017, involved more than a normal risk of collectability.

37

Related Party Loans Information (in thousands) As of December 31 Total related party loans

2017 $

9,637

For the year ended December 31 Advances to related parties Repayments by related parties

2016 $

2017 $

1,548 2,099

8,902

2015 $

2016 $

4,415 3,420

14,989 2015

$

20,282 22,471

The related parties can be different each year end primarily due to changes in the composition of the Board of Directors and the mix of organizations with which such persons may be associated. Advances and repayments on loans in the preceding chart are related to those considered related parties at year end.

As discussed in Note 6, we borrow from AgriBank, in the form of a line of credit, to fund our loan portfolio.

We purchase various services from AgriBank including certain financial and retail systems, financial reporting services, tax reporting services, technology services, insurance services, and internal audit services. The total cost of services we purchased from AgriBank was $767 thousand, $769 thousand, and $704 thousand in 2017, 2016, and 2015, respectively.

We also purchase human resource information systems, benefit, payroll, and workforce management services from Farm Credit Foundations (Foundations).

As of December 31, 2017, 2016, and 2015, our investment in Foundations was $17 thousand. The total cost of services purchased from Foundations was $172 thousand, $126 thousand, and $119 thousand in 2017, 2016, and 2015, respectively.

NOTE 11: CONTINGENCIES AND COMMITMENTS In the normal course of business, we have various contingent liabilities and commitments outstanding, which may not be reflected in the Consolidated Financial Statements. We do not anticipate any material losses because of these contingencies or commitments.

We may be named as a defendant in certain lawsuits or legal actions in the normal course of business. At the date of these Consolidated Financial Statements, our management team was not aware of any material actions. However, management cannot ensure that such actions or other contingencies will not arise in the future.

We have commitments to extend credit and letters of credit to satisfy the financing needs of our borrowers. These financial instruments involve, to varying degrees, elements of credit risk that may be recognized in the financial statements. Commitments to extend credit are agreements to lend to a borrower as long as there is not a violation of any condition established in the loan contract. Standby letters of credit are agreements to pay a beneficiary if there is a default on a contractual arrangement. At December 31, 2017, we had commitments to extend credit and unexercised commitments related to standby letters of credit of $221.3 million. Additionally, we had $3.7 million of issued standby letters of credit as of December 31, 2017.

Commitments to extend credit and letters of credit generally have fixed expiration dates or other termination clauses and we may require payment of a fee. If commitments to extend credit and letters of credit remain unfulfilled or have not expired, they may have credit risk not recognized in the financial statements.

Many of the commitments to extend credit and letters of credit will expire without being fully drawn upon. Therefore, the total commitments do not necessarily represent future cash requirements. Certain letters of credit may have recourse provisions that would enable us to recover from third parties amounts paid under guarantees, thereby limiting our maximum potential exposure. The credit risk involved in issuing these financial instruments is essentially the same as that involved in extending loans to borrowers and we apply the same credit policies. The amount of collateral obtained, if deemed necessary by us upon extension of credit, is based on management’s credit evaluation of the borrower.

We are among the limited partners in a RBIC. Refer to Note 5 for additional discussion regarding this commitment.

NOTE 12: FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for the asset or liability. Accounting guidance also establishes a fair value hierarchy, with three input levels that may be used to measure fair value. Refer to Note 2 for a more complete description of the three input levels.

We did not have any assets or liabilities measured at fair value on a recurring basis at December 31, 2017, 2016, or 2015.

38

Non-Recurring We may be required, from time to time, to measure certain assets at fair value on a non-recurring basis.

Assets Measured at Fair Value on a Non-recurring Basis (in thousands) As of December 31, 2017

Fair Value Measurement Using Level 1

Impaired loans Other property owned

$

As of December 31, 2016

---

Level 2 $

$

As of December 31, 2015 Impaired loans Other property owned

$

1,369 230

Total Fair Value $

1,369 322

Fair Value Measurement Using Level 1

Impaired loans Other property owned

-92

Level 3

---

Level 2 $

741 133

Level 3 $

Fair Value Measurement Using Level 1 Level 2 $

---

$

977 785

$

233 561

Level 3 ---

Total Fair Value $

974 694

Total Fair Value $

977 785

Valuation Techniques Impaired loans: Represents the carrying amount and related write-downs of loans which were evaluated for individual impairment based on the appraised value of the underlying collateral. When the value of the collateral, less estimated costs to sell, is less than the principal balance of the loan, a specific reserve is established. Costs to sell represent transaction costs and are not included as a component of the asset’s fair value. If the process uses independent appraisals and other market-based information, they are classified as Level 2. If the process requires significant input based on management’s knowledge of and judgment about current market conditions, specific issues relating to the collateral and other matters, they are classified as Level 3.

Other property owned: Represents the fair value and related losses of foreclosed assets that were measured at fair value based on the collateral value, which is generally determined using appraisals, or other indications based on sales of similar properties. Costs to sell represent transaction costs and are not included as a component of the asset’s fair value. If the process uses independent appraisals and other market-based information, they are classified as Level 2. If the process requires significant input based on management’s knowledge of and judgment about current market conditions, specific issues relating to the property and other matters, they are classified as Level 3.

NOTE 13: SUBSEQUENT EVENTS We have evaluated subsequent events through March 14, 2018, which is the date the Consolidated Financial Statements were available to be issued.

There have been no material subsequent events that would require recognition in our 2017 Consolidated Financial Statements or disclosures in the Notes to Consolidated Financial Statements.

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DISCLOSURE INFORMATION REQUIRED BY REGULATIONS Farm Credit Services of Western Arkansas, ACA (Unaudited) Description of Business General information regarding the business is incorporated herein by reference from Note 1 to the Consolidated Financial Statements in this Annual Report.

The description of significant business developments, if any, is incorporated herein by reference from the Management's Discussion and Analysis section of this Annual Report.

Description of Property Property Information Location

Description

Usage

Russellville Alma Arkadelphia Benton Bentonville Booneville Clarksville Danville DeQueen El Dorado Foreman Fort Smith Glenwood Greenbrier Greenforest Harrison Hope Huntsville Lincoln Magnolia Mena Morrilton Mountain Home Nashville Ozark Paris Perryville Prairie Grove Russellville Sheridan Siloam Springs Texarkana Tontitown Waldron

Owned Leased Owned Leased Leased Leased Owned Owned Owned Leased Leased Owned Owned Owned Owned Owned Owned Owned Owned Owned Owned Owned Leased Owned Owned Owned Leased Owned Owned Leased Owned Owned Owned Owned

Headquarters Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Vacant Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch Branch

Legal Proceedings Information regarding legal proceedings is discussed in Note 11 to the Consolidated Financial Statements in this Annual Report. We were not subject to any enforcement actions as of December 31, 2017.

Additional Regulatory Capital Disclosure Pursuant to FCA Regulation 620.5, the permanent capital ratio, total surplus ratio, and core surplus ratios were 20.8%, 20.3%, and 20.3% as of December 31, 2012, respectively. Refer to the Consolidated Five Year Summary of Selected Financial Data for capital ratio calculations for the past five years.

Description of Capital Structure Information regarding our capital structure is discussed in Note 7 to the Consolidated Financial Statements in this Annual Report.

40

Description of Liabilities Information regarding liabilities is discussed in Notes 6, 7, 8, 9, and 11 to the Consolidated Financial Statements in this Annual Report. All debt and other liabilities in the financial statements are uninsured.

Selected Financial Data The Consolidated Five-Year Summary of Selected Financial Data is presented at the beginning of the Consolidated Financial Statements in this Annual Report.

Management’s Discussion and Analysis Information regarding any material aspects of our financial condition, changes in financial condition, and results of operations are discussed in the Management's Discussion and Analysis section of this Annual Report.

Board of Directors Our Board of Directors is organized into the following committees to carry out Board responsibilities: 

The Audit Committee oversees financial reporting, the adequacy of our internal control systems, the scope of our internal audit program, the independence of the outside auditors, the processes for monitoring compliance with laws and regulations and the code of ethics. The Audit Committee also oversees the adequacy of management’s action with respect to recommendations arising from auditing activities.



The Governance Committee addresses issues of Board governance and the Board’s continuing efforts to strengthen and renew the Board, administers a process for maintaining and periodically reviewing board policies, and administers a planning process focused upon achieving our mission and maintaining a viable, competitive institution.



The Compensation Committee oversees and provides overall direction and/or recommendations for compensation, benefits, and human resource performance management programs.



The Legislative/Public Relations Committee oversees advocacy within the State of Arkansas and other associations, along with member public relations.

Board of Directors as of December 31, 2017, including business experience during the last five years Name

Term

Principal occupation and other business affiliations

Randy Arnold Chairperson

2015 - 2019

Principal occupation: Self-employed livestock, poultry, horticulture, and hay farmer (grows poultry for OK Foods) Other affiliations: Owner: Arnold Family Store

Service Began: 2005

Director: Crawford County Farm Bureau, involved in insurance

Kenny Brixey Service Began: 2003

2016 - 2020

Principal occupation: Self-employed livestock and poultry farmer (grows poultry for Wayne Farms)

Troy Buck

2014 - 2018

Principal occupation: Self-employed livestock, hay, and timber farmer President: Buck Farms, LLC Owner: Buck's Country Store, a grocery and feed retailer Vo-Ag teacher (Retired in 2016) Other affiliations: Director: Arkansas Farm Bureau, involved in insurance

Service Began: 2001 Steve Burke

Director: Clark County Farm Bureau, involved in insurance 2015 - 2019

Service Began: 2005 Scott Carter

Director: Hempstead County Farm Bureau, involved in insurance 2014 - 2018

Service Began: 2007 Chuck Davis Vice Chairperson

Service Began: 2007

Principal occupation: Self-employed livestock, poultry (grows poultry for Tyson), and timber farmer Other affiliations:

Principal occupation: Part-time timber farmer Human Resource Manager at Bridgestone Tube Company

2017 - 2021

Principal occupation: Self-employed feed dealer, livestock, grain, and poultry farmer (grows poultry for Pilgrim's Pride) President: Davis Feed Company, Inc., a retail feed business Owner: Chuck Davis Farms Co-owner: D bar J Ranch, a cattle ranch Co-owner: Davis Pecans, LLC, a business to raise, harvest, and clean pecans

41

Name

Term

Principal occupation and other business affiliations

Robert Dixon

2015 - 2019

Principal occupation: Self-employed livestock farmer Other affiliations: Director: Yell County Fair

Service Began: 2009 Dusty Hampton

Director: Rogers Mt. Grove Cemetery 2014 - 2018

Service Began: 2010 Kim Hogan Appointed Director Financial Expert

Research Farm Manager for Tyson 2016 - 2020

Service Began: 2012 Ron Hubbard Appointed Director

Principal occupation: Self-employed poultry farmer (grows poultry for Tyson)

Principal occupation: Co-owner/Practicing CPA: Leding and Hogan, CPAs, P.A Livestock farmer Other affiliations: Secretary and Treasurer: Toby Hogan, Inc., a property, auto, and life insurance agency President: Watalula Water Users Association

2014 - 2018

Principal occupation: Self-employed livestock farmer Retired Vice President of Operations: Winrock International, which is a nonprofit international development organization (Retired - October 2014) Other affiliations:

Service Began: 2004

Director: AgriBank District Farm Credit Council Board

William Linton Service Began: 2012

2016 - 2020

Principal occupation: Self-employed part-time timber and livestock (cow calf operation) farmer

Kenneth Martin

2016 - 2020

Principal occupation: President: Martin Vet Services, self-employed veterinarian Other affiliations:

Service Began: 2016 Gene Pharr

Member: DeQueen District School Board 2017 - 2021

Service Began: 2013 Mark Wilcox

Director: Farm Bureau Insurance, involved in insurance 2017 - 2021

Service Began: 2013 L. Duane Wilson Appointed Director Financial Expert Service Began: 2004

Principal occupation: Self-employed beef and poultry farmer (grows poultry for George's) Other affiliations: Director: Arkansas Farm Bureau, involved in insurance Director: Washington County Farm Bureau, involved in insurance

Principal occupation: Self-employed cattle farmer Other affiliations: Director: Faulkner County Farm Bureau, involved in insurance

2015 - 2019

Principal occupation: Self-employed livestock farmer Owner: Wilson Farms Manager: Wilson Bluff, LLC, and Sparrow Heritage, LLC, involved in farming and real estate Retired CPA

Pursuant to our bylaws, directors are paid a reasonable amount for attendance at board meetings. Directors are also reimbursed for reasonable expenses incurred in connection with such meetings or assignments. The Board of Directors has adopted a rate of $500 per day and a per diem rate of $150 per conference call. Board members will also receive a $6,000 annual retainer fee. The chairperson of the Board and the financial expert(s) are paid an additional annual retainer fee of $4,800, the vice chairperson of the Board is paid an additional annual retainer fee of $2,400, and the chairperson of a committee receives an additional annual retainer of $1,200.

42

Information regarding compensation paid to each director who served during 2017 follows:

Name Randy Arnold Kenny Brixey Troy Buck Steve Burke Scott Carter Chuck Davis Robert Dixon Dusty Hampton Kim Hogan Ron Hubbard William Linton Kenneth Martin Gene Pharr Mark Wilcox L. Duane Wilson

Compensation Paid for Service on a Board Committee

Number of Days Served Other Board Official Meetings Activities 13.5 13.5 11.0 14.0 12.0 14.0 14.0 14.0 14.0 14.0 14.0 14.0 13.0 14.0 14.0

30.0 7.0 4.0 13.0 15.0 26.0 21.0 9.0 12.0 23.0 10.0 13.0 9.0 9.0 11.0

1,200 --------1,200 --1,200 -1,200

Name of Committee Compensation

Business experience and other business affiliations Business experience: President/Chief Executive Officer from August 2005 to present Other business affiliations:

Business experience: Executive Vice President/Chief Operations Officer from October 2016 to present Senior Vice President of Credit/Chief Credit Officer from November 2008 to September 2016 Other business affiliations: Board Member Adult Development Center Board Member Watalula Water Association Board Member Arkansas Valley Electric

Lori Schumacher Senior Vice President of Finance/ Chief Financial Officer

Business experience: Senior Vice President of Finance/Chief Financial Officer from December 2005 to present Other business affiliations: President Crossroads Senior Care at Home, Inc.

Justin Carter Senior Vice President of Credit/ Chief Credit Officer

Business experience: Senior Vice President of Credit/Chief Credit Officer from October 2016 to present Vice President of Risk Management from July 2009 to September 2016

Charlie McConnell Senior Vice President/ Chief Lending Officer

Business experience: Senior Vice President/Chief Lending Officer from October 2016 to present Vice President of Lending Services from January 2014 to September 2016 Vice President of Audit from January 2010 to December 2013

Luann Berry Senior Vice President / Chief Human Resources Officer

Business experience: Senior Vice President/Chief Human Resources Officer from April 2017 to present Vice President of Human Resources from November 2015 to April 2017 Human Resources - ArcBest Corporation December 1998 to October 2015

Perry McCourt Regional Vice President

Business experience: Regional Vice President/Senior Officer from August 2005 to present Other business interests: Board Member Arkansas Tech Ag Department Advisory Board

43

$

285,781

Audit

Board Member Arkansas 4H Foundation Board Member Arkansas FFA Foundation Managing Council Member of Insight Technology Unit Co-owner of Innovation Works, LLC, a bed and breakfast operation Brandon Haberer Executive Vice President/ Chief Operations Officer

29,838 14,028 12,692 18,369 17,327 27,051 19,613 15,376 21,361 21,026 15,477 18,139 16,798 15,472 23,214

Governance

Senior Officers as of December 31, 2017, including business experience during the last five years

Glen Manchester President/Chief Executive Officer

$

Legislative/Public Relations

Senior Officers

Name and Position

Total Compensation Paid in 2017

Senior Officer Compensation Compensation Risk Management: We believe the design and governance of our CEO, senior officer, and highly compensated individuals compensation program is consistent with the highest standards of risk management and provides total compensation that promotes our mission to ensure a safe, sound, and dependable source of credit and related services for agriculture and rural America. Our compensation philosophy aims to provide a competitive total rewards package that will enable us to attract and retain highly qualified officers with the requisite expertise and skills while achieving desired business results aligned with the best interests of our shareholders. The design of our CEO, senior officer, and highly compensated individuals compensation program supports our risk management goals through a set of checks and balances, including (1) a balanced mix of base and variable pay, (2) a balanced use of performance measures that are risk-adjusted where appropriate, and (3) a pay-for-performance process that allocates individual awards based on both results and how those results were achieved.

Elements of Compensation: The CEO, senior officer, and highly compensated individuals are compensated with a mix of salary incentives as well as retirement plans generally available to all employees. Our Board of Directors determines the appropriate balance of incentives while keeping in mind their responsibilities to our shareholders. Base salary and short-term incentives are intended to be competitive with annual compensation for comparable positions at peer organizations.

Base Salary: The CEO, senior officer, and highly compensated individuals base salaries reflect the employee’s experience and level of responsibility. Base CEO and senior officer salaries are subject to review and approval by the Compensation Committee of our Board of Directors and are subject to adjustment based on changes in responsibilities or competitive market conditions. Market surveys are performed periodically to ensure alignment with competition.

Short-term Incentives: The CEO, senior officer, and highly compensated individuals incentives are paid annually based on performance criteria established by our Board of Directors. The criteria related to the overall association performance include return on assets, loan volume growth, operational expense management, customer growth, net income, and credit quality. These items are separately weighted throughout the plan to ensure a proper balance of risk where appropriate. To adjust for extraordinary items that may occur within a given year, incentives on performance measures are calculated on a 3 year rolling average. Incentives for highly compensated individuals are paid annually based on performance criteria specific to the individuals region, branch, and individual goals. Additionally, performance criteria related to personal performance include attainment of personal objectives regarding leadership and integrity performance ratings. We calculate the incentives after the end of the plan year (the plan year is the calendar year). We pay out the incentives within 90 days of year end.

Retirement Plans: We have various post-employment benefit plans which are generally available to all association employees, including the CEO and senior officers, based on dates of service to the association and are not otherwise differentiated by position, unless specifically stated. Information regarding the post-employment benefit plans is included in Notes 2 and 9 to the Consolidated Financial Statements in this Annual Report.

Other Components of Compensation: Additionally, compensation associated with any company-paid vehicles, group term life insurance premiums, disability insurance premiums, or other taxable reimbursements may be made available to the CEO, senior officer, and highly compensated individuals based on job criteria or similar plans available to all employees.

Compensation to the CEO, Senior Officers, and Highly Compensated Individuals (in thousands) Name

Year

Glen Manchester, CEO Glen Manchester, CEO Glen Manchester, CEO

2017 2016 2015

Salary $

358 343 323

Deferred/ Perquisites

Bonus $

192 181 131

$

Other

Total

11 10 7

$

439 169 391

$

1,000 703 852

21

$

1,070

$

2,384

Aggregate Number of Senior Officers and Highly Compensated Individuals, excluding CEO Eight1

2017

Seven2

2016 2015

Five

$

981

$

863 762

312

$

272 199

23 14

757 630

1,915 1,605

1

Includes pro rated compensation for one individual that became a senior officer during April 2017. Also includes compensation for one individual that retired in April 2017 and another individual that retired in November 2017.

2

Includes pro rated compensation for two individuals that became senior officers during October 2016. Also includes compensation for one senior officer that retired on December 30, 2016.

The amount in the “Other” category in the preceding table primarily includes:  



Employer match on defined contribution plans available to all employees.

Changes in the value of pension benefits. The change in value of the pension benefits is defined as the change in the vested portion of the present value of the accumulated benefit obligation from December 31 of the prior year to December 31 of the most recent year for the District-wide Pension Plan and the Pension Restoration Plan, as applicable, as disclosed in Note 9 to the Consolidated Financial Statements in this Annual Report. This change in value does not represent cash payments made by the Association during the year, but rather is an estimate of the change in the Association’s future obligations under the pension plans. The change in the value of the pension benefits is highly sensitive to discount rates used to value the plan liabilities to participants.

Amounts paid related to senior officer retirements in 2017 and 2016.

No tax reimbursements are made to the CEO, senior officer, and highly compensated individuals.

The value of the pension benefits from December 31, 2016, to December 31, 2017, changed primarily due to interest cost, accumulation of an additional year of credited service by plan participants, and changes in actuarial assumptions.

44

Members may request information on the compensation to the individuals included in the preceding table during 2017.

Pension Benefits Attributable to the CEO, Senior Officers, and Highly Compensated Individuals (dollars in thousands) 2017 Name

Plan

Glen Manchester, CEO Glen Manchester, CEO

AgriBank District Retirement Plan AgriBank District Pension Restoration Plan

Years of Credited Service

Aggregate Number of Senior Officers and Highly Compensated Individuals, excluding CEO Five AgriBank District Retirement Plan

Present Value of Accumulated Benefits

Payments Made During the Reporting Period

40.9 $ 40.9

2,808 793

$

---

31.1 $

3,245

$

1,506

Senior officers and highly compensated individuals in the above table includes those who retired during the year.

The change in composition of the aggregate senior officer and highly compensated individuals can have a significant impact on the calculation of the accumulated pension benefits.

Effective January 1, 2007, the AgriBank District Retirement Plan was closed to new employees. Therefore, any employee starting employment with the AgriBank District after that date is not eligible to be in the plan.

The AgriBank District Pension Restoration Plan restores retirement benefits to certain highly compensated employees that would have been provided under the qualified plan if such benefits were not above certain Internal Revenue Code limits. Not all senior officers or highly compensated employees are eligible to participate in this plan.

Transactions with Senior Officers and Directors Information regarding related party transactions is discussed in Note 10 to the Consolidated Financial Statements in this Annual Report.

Travel, Subsistence, and Other Related Expenses Directors and senior officers are reimbursed for reasonable travel, subsistence, and other related expenses associated with business functions. A copy of our policy for reimbursing these costs is available by contacting us at: 3115 W 2nd Court Russellville, AR 72801 (479) 968-1434 www.myaglender.com The total directors’ travel, subsistence, and other related expenses were $126 thousand, $147 thousand, and $97 thousand in 2017, 2016, and 2015, respectively.

Involvement in Certain Legal Proceedings No events occurred during the past five years that are material to evaluating the ability or integrity of any person who served as a director or senior officer on January 1, 2018, or at any time during 2017.

Member Privacy The FCA Regulations protect members’ nonpublic personal financial information. Our directors and employees are restricted from disclosing information about our Association or our members not normally contained in published reports or press releases.

Relationship with Qualified Public Accountant There were no changes in independent auditors since the last Annual Report to members and we are in agreement with the opinion expressed by the independent auditors. The total fees paid during 2017 were $53 thousand for audit services and $3 thousand for tax services.

Financial Statements The Report of Management, Report on Internal Control Over Financial Reporting, Report of Audit Committee, Report of Independent Auditors, Consolidated Financial Statements, and Notes to Consolidated Financial Statements are presented prior to this portion of the Consolidated Financial Statements in this Annual Report.

Young, Beginning, and Small Farmers and Ranchers Information regarding credit and services to young, beginning, and small farmers and ranchers, and producers or harvesters of aquatic products is discussed in an addendum to this Annual Report.

45

YOUNG, BEGINNING, AND SMALL FARMERS AND RANCHERS Farm Credit Services of Western Arkansas, ACA (Unaudited) We have specific programs in place to serve the credit and related needs of young, beginning, and small farmers and ranchers (YBS) in our territory. The definitions of YBS as developed by the Farm Credit Administration (FCA) follow:   

Young: A farmer, rancher, or producer or harvester of aquatic products who is age 35 or younger as of the loan transaction date.

Beginning: A farmer, rancher, or producer or harvester of aquatic products who has 10 years or less farming or ranching experience as of the loan transaction date.

Small: A farmer, rancher, or producer or harvester of aquatic products who normally generates less than $250 thousand in annual gross sales of agricultural or aquatic products.

Mission Statement The mission statement for Young, Beginning, and Small Farmers and Ranchers is to maximize their financial success by providing industry leading financial services, agricultural expertise, and cooperative educational opportunities to help them succeed in the marketplace.

The association believes it is living up to this mission because a Young, Beginning, Small and Diverse Farmer (YBSD) program was introduced in 2010. The program offers support toward minority farmer groups or needs; and for YBS farmers features differential lending standards, interest rate discounts, first-time real estate owner credits and payment of loan guarantee fees if a guaranteed loan is required. Annual financial reporting and meeting with a loan officer is also part of the program. Another program component is for YBS farmers to pursue farm management and/or financial management education.

Demographics The 2012 United States Department of Agriculture (USDA) Ag-census is the source of demographic data for YBS farmer comparison and reflects 28,125 farmers in the 41 counties served by Farm Credit Services of Western Arkansas, ACA. According to the census of these farmers, 1,394 (5.0%) are young farmers, 5,504 (18.0%) are beginning farmers, and 23,775 (84.5%) are small farmers.

Outreach Programs As part of our commitment to supporting YBS farmers, each branch office supports a number of local events and activities that respond to their needs.

The Association has had a long standing Youth Loan Program for 4-H and FFA students. In 2010, the Association introduced a YBSD Farmer program. In 2015, the Military Lending Program was implemented. In 2016, a special loan program known as “Fresh and Local” was created for farmers who market products direct to consumers (i.e. farmers markets etc.). All these programs were created to enhance lending to qualified farmers and features adjusted lending standards, interest rate advantages, and reduced fees.

We provide essential related services as part of our commitment to the YBSD farmer. We offer these services throughout the year through our normal delivery channels.

Quantitative Goals Our goals and results for the 2017 YBS program are as follows: Customers by Percentage* Category Young farmers Beginning farmers Small farmers

Goal 30% 43% 92%

2017 Results 30% 50% 93%

Loan Volume* Goal 18% 33% 54%

2017 Results 19% 33% 54%

*Aggregate percentages exceed 100% as the categories overlap with one another.

Safety and Soundness of the Program The YBS policy has been reviewed by the board and deemed to be within compliance and spirit of FCA Regulations. Our board monitors the program on an ongoing basis and reviews YBS results on a quarterly basis.

Implementation of this policy is carried out through a sound, adequate, and constructive credit and related services program for YBS farmers and ranchers.

46

FUNDS HELD PROGRAM Farm Credit Services of Western Arkansas, ACA (Unaudited) We offer a Funds Held Program (“Program”) that provides for Borrowers to make uninsured advance payments on designated loans for the purpose of paying future maturities or other related charges.

The following terms and conditions apply to Program accounts in connection with loans from the Association, subject to any rights that the Association or Borrower may have as specified in loan documents governing designated loans.

Handling Advance Payments 

Advance payments received on a loan participating in the Program before the loan has been billed will normally be placed in the Program account (“Account”) as of the date received, to be applied against the next installment or other related charges on the installment due date.

This is subject to any rights that the Association may have to apply such payments in a different manner as specified in loan documents governing designated loans.



Advance payments received on a loan participating in the Program after the loan has been billed will be directly applied to the installment due on the loan or other related charges and will not earn interest.



Funds received in excess of the billed amount or other related charges will be placed in the Account.



If a special prepayment of principal is desired, Borrowers must so specify at the time funds are paid to the Association.



When an installment becomes due, any accrued interest in the Account and other funds in the Account will be automatically applied toward payment of the installment or related charges on the due date. If the balance in the Account is not adequate to pay the installment or related charges in full, Borrowers are expected to pay the difference by the installment due date. Any excess funds will remain in the Account.

Even when no installment or related charges are due, the Association may, at its option, apply funds from the Account without notice to Borrower as follows: 

Protective Advances. If the Borrowers fail to pay when due other items as required pursuant to the mortgage, deed of trust, promissory note or any other loan documents, the Association may apply funds in the Account to pay them.



Account Ceiling. At any given point in time, the total in the Account may not exceed the unpaid balance of the related loans. If the Account balance exceeds the unpaid balance of the loan, the Association may apply the funds in the Account to repay the entire unpaid balance and will return any excess funds.



Transfer of Security. If Borrowers sell, assign, or transfer any interest in the underlying collateral, the Association may apply the funds in the Account against the remaining loan balance.



Deceased Borrowers. If all Borrowers are deceased, the Association may apply the funds in the Account to the remaining loan balance.

Interest on the Account Interest will accrue on the Account at a rate determined by the Association, but the rate may never exceed the interest rate charged on the related loan.

The current interest rate is calculated at a rate equal to two percent less the interest rate on the related loan. Interest on Account balances will normally accrue from the date of receipt of the funds until the date the funds are applied to the loan against an installment due or other related charges. The Association may change the interest rate from time to time, and may provide for different interest rates for different categories of loans. The Borrowers receive periodic statements of accounts, including Account balances, interest rates, and amounts of interest credit to the Account.

Borrower Withdrawals from Accounts The Association may permit Borrowers to withdraw funds from the Account at the Association’s discretion based on a credit review of each specific request. The Association permits up to four (4) withdrawals by Borrowers from Accounts within a calendar year.

Liquidation Account balances are not insured. In the event of Association liquidation, all Borrowers having balances in these uninsured Accounts shall be notified according to FCA Regulations then in effect. Applicable FCA Regulations now provide that the notice shall instruct that the funds ceased earning interest when the receivership was instituted and will be applied against the outstanding indebtedness of any loans of the Borrowers unless, within 15 days notice, the Borrower provides direction to the Association to apply the funds according to existing loan documents.

Termination If the Association terminates the Program, Account balances will be applied to the loan balance, and any remaining excess funds will be refunded to the Borrower.

47

MEMBERS SHARING PROFITS IT’S THE COOPERATIVE ADVANTAGE! 2017 $8.8 million (Back in members’ hands in 2018)

2016 $7.6 million

2011 $5.8 million

2006 $5.0 million

2001 $3.6 million

2015 $7.5 million

2010 $7.1 million

2005 $4.6 million

2000 $3.2 million

2014 $7.5 million

2009 $5.4 million

2004 $4.5 million

1999 $2.9 million

2013 $7.5 million

2008 $4.3 million

2003 $4.4 million

1998 $3.2 million

2012 $7.5 million

2007 $5.1 million

2002 $3.8 million

1997 $970,000

$110.27 MILLION TOTAL SINCE 1997 *Patronage Cash is paid to stockholders annually when the association has a good year. It is based on profits earned the previous year and is declared at the discretion of the Board of Directors of each independent Arkansas Farm Credit association. Each member’s patronage amount is based on total interest paid the previous year and effectively lowers the cost of borrowing.

Photos courtesy of 2016 & 2017 photo contest. Watch social media and our website for details on 2018’s contest.

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