[Federal Register Volume 59, Number 175 (Monday, September 12, 1994)]
[Unknown Section]
[Page 0]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 94-22221]


[[Page Unknown]]

[Federal Register: September 12, 1994]


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FARM CREDIT ADMINISTRATION
12 CFR Part 630

RIN 3052-AB23

 

Disclosure to Investors in Systemwide and Consolidated Bank Debt 
Obligations of the Farm Credit System

AGENCY: Farm Credit Administration.

ACTION: Final rule.

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SUMMARY: The Farm Credit Administration (FCA), by the FCA Board, adopts 
new final regulations governing the Farm Credit System's (FCS or 
System) preparation and reporting of Systemwide financial information 
to investors. The final rule requires that each bank of the System, the 
Federal Farm Credit Banks Funding Corporation (Funding Corporation), 
and the Farm Credit System Financial Assistance Corporation (Financial 
Assistance Corporation) jointly publish periodic reports to investors 
and potential investors in Systemwide debt obligations and consolidated 
bank debt obligations of the Farm Credit System (FCS debt obligations).
    The purpose of the rule is to ensure that timely and accurate 
Systemwide financial information continues to be disclosed to investors 
and the public to assist them in making informed decisions regarding 
FCS debt obligations and System institutions. The required report to 
investors must present Systemwide combined financial statements, 
supplemental financial statement information, and related analyses 
pertaining to System institutions on a combined basis. The final rule 
covers Systemwide financial and non-financial information now regularly 
disclosed by the Funding Corporation in annual and quarterly 
information statements and press releases.
    The final regulations generally parallel the existing Farm Credit 
System Disclosure Program (System Disclosure Program) and should not 
impose any significant additional burdens on System institutions. 
Consistent with the System Disclosure Program, the final rule preserves 
the existing reporting relationship between a System bank and its 
related associations.

EFFECTIVE DATE: The regulations shall become effective upon the 
expiration of 30 days after publication in the Federal Register during 
which either or both Houses of Congress are in session. Notice of the 
effective date will be published in the Federal Register.

FOR FURTHER INFORMATION CONTACT:
Tong-Ching Chang, Staff Accountant, Policy Development and Planning 
Division, Office of Examination, Farm Credit Administration, McLean, 
Virginia 22102-5090, (703) 883-4483, TDD (703) 883-4444,

    or

William L. Larsen, Senior Attorney, Regulatory Operations Division, 
Office of General Counsel, Farm Credit Administration, McLean, Virginia 
22102-5090, (703) 883-4020, TDD (703) 883-4444.

SUPPLEMENTARY INFORMATION:

I. Background

    Under the System Disclosure Program, the Funding Corporation, on 
behalf of the System, periodically distributes to investors a 
disclosure document containing Systemwide financial information. The 
System institutions that participate in the System Disclosure Program 
(i.e., each of the System banks, the Funding Corporation, and the 
Financial Assistance Corporation\1\) jointly publish the Report to 
Investors of the Farm Credit System (FCS Report) on an annual basis. 
The FCS Report includes an Information Statement and a general report. 
The Information Statement contains combined financial statements and 
related analyses pertaining to all System institutions. The general 
report contains other information about the System, its debt 
obligations, and the environment in which it operates. Except for the 
quarter that coincides with the end of the fiscal year, System 
institutions also jointly publish a quarterly Information Statement. In 
connection with the sale of debt securities, the Funding Corporation 
routinely distributes the FCS Report and quarterly Information 
Statement to the investment dealers and dealer banks (selling group) 
that sell FCS debt securities. The FCA currently has no regulations 
that specifically govern the System's disclosure of Systemwide 
financial information to investors.
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    \1\Since the board of the Funding Corporation is also the board 
of the Financial Assistance Corporation, the Financial Assistance 
Corporation's participation in the System Disclosure Program is 
implied.
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II. Statutory Authority and Proposed Rulemaking

    Under section 5.17(a)(8) of the Farm Credit Act of 1971, as amended 
(1971 Act), 12 U.S.C. 2252(a)(8), the FCA is authorized to ``Regulate 
the preparation by System institutions and the dissemination to 
stockholders and investors of information on the financial condition 
and operations of such institutions. * * *'' On February 4, 1994, the 
FCA proposed regulations for a new part 630, Disclosure to Investors in 
Systemwide and Consolidated Bank Debt Obligations of the Farm Credit 
System, to govern the System's preparation and reporting of Systemwide 
financial information to investors. (59 FR 5341) In general, the 
proposed regulations reflected the current division of responsibilities 
among the institutions participating in the System Disclosure Program, 
and included requirements for disclosures similar to those contained in 
the Information Statements currently published by the System. The 
institutions participating in the System Disclosure Program were 
designated as the ``disclosure entities'' in the proposed regulations, 
in recognition of their shared responsibility for disclosure of 
Systemwide financial information to investors and the general public.

III. Discussion of the Final Rule and Summary of Public Comments

    The FCA is adopting part 630 largely as proposed. The final rule 
includes changes and clarifications to address comments received on the 
proposed rule. As in the proposed regulations, the final regulations 
(1) Require the System to publish annual and quarterly reports to 
investors; (2) delineate responsibilities relating to the preparation 
of the report; (3) reinforce internal controls over Systemwide 
financial disclosure; and (4) establish reporting standards for the 
report to ensure that relevant information concerning the combined 
financial condition and results of operations of the System is 
disclosed to investors and potential investors. The final rule will 
prevent any inconsistency between Systemwide disclosure to investors 
and FCA regulations governing accounting and reporting standards and 
individual System institution disclosure to shareholders. These new FCA 
regulations will apply to the information currently contained in the 
System's Information Statements and press releases that contain 
Systemwide financial information. The final rule also implements 
section 514 of the Farm Credit Banks and Associations Safety and 
Soundness Act of 1992, Pub. L. 102-552 (1992 Act), which requires 
adequate disclosure to investors of financial and conflict-of-interest 
information.
    The final regulations will ensure that timely and accurate 
Systemwide financial information continues to be disclosed to investors 
and the public to assist them in making informed decisions regarding 
FCS debt obligations and System institutions. This is consistent with 
the FCA Board's regulatory policy to ``Protect the public, the 
investors, and the customer/shareholders of the System in an effort to 
create an environment whereby customer/shareholders and investors can 
take advantage of the System's strength and rely on its future 
viability with confidence.'' (See FCA Board Policy Statement on 
Regulatory Philosophy, 59 FR 32189, June 22, 1994)
    The FCA received six comment letters on the proposed regulations 
during the comment period, which expired on April 20, 1994. One letter 
was submitted by the Farm Credit Council (FCC) on behalf of its 
membership. The FCC comments were the product of input from a number of 
sources, including System banks, the System's Accounting Standards Work 
Group, and the Funding Corporation. The FCC recognized and concurred 
with the FCA's efforts to ensure that timely and accurate Systemwide 
financial information continues to be disclosed to investors and 
potential investors in FCS debt securities. Noting the System's general 
support for the proposed regulations, the FCC submitted comments on 
several provisions of the proposed regulations in the body of its 
letter and provided technical comments on other provisions in an 
attached appendix.
    The Funding Corporation, the Farm Credit Bank of Texas (FCBT), and 
the Farm Credit Bank of Baltimore (FCBB) each submitted a letter 
addressing specific issues. The Funding Corporation commented 
concerning its access to FCA Examination Reports of System banks and 
associations. The FCBT addressed the same issue in its letter. In 
addition, the FCBT urged that the FCA prohibit directors of System 
institutions from serving on the System Audit Committee. While 
endorsing the comments submitted by the FCC, the FCBB urged that the 
FCA clarify, for purposes of Systemwide disclosure, the treatment of 
the FCBB's wholly-owned subsidiary, the Farm Credit Finance Corporation 
of Puerto Rico.
    The American Institute of Certified Public Accountants (AICPA) and 
Price Waterhouse, the external auditor currently engaged to provide an 
opinion on the Systemwide combined financial statements, also commented 
on the proposed regulations. Both of these commenters suggested that 
the requirements for an accountant's opinion on supplemental 
information be clarified. The AICPA also commented on issues concerning 
the definition of ``material,'' the due dates of the reports to 
investors, and the requirement for filing a letter with the FCA 
explaining the preferability of an accounting change.
    After the FCA published the proposed rule, the General Accounting 
Office (GAO) issued a report entitled ``Farm Credit System: Repayment 
of Federal Assistance and Competitive Position'' (GAO/GGD-94-39, dated 
March 10, 1994), which recommended that the FCA require the System to 
exclude the Farm Credit Insurance Fund (Insurance Fund) from the 
System's combined financial statements because of the GAO's view that 
exclusion is the most appropriate accounting treatment. On May 10, 
1994, the FCA responded to the GAO's recommendation in a letter to 
Congressional committees which described the FCA's approach to 
Insurance Fund reporting as reflected in this rulemaking. The final 
regulations require that the System prepare the Systemwide combined 
financial statements in accordance with generally accepted accounting 
principles (GAAP), provide supplemental financial statement data with 
and without the Insurance Fund, and give a thorough discussion and 
analysis of the fund in the report to investors. The FCA believes that 
these regulations, as adopted, will ensure that investors are provided 
with meaningful information regarding the Insurance Fund and the effect 
of the fund on the System's financial position.
    Provided below are a section-by-section analysis of changes to the 
proposed rule and FCA responses to the comments received.

IV. Section-by-Section Analysis of Public Comments

A. Section 630.2--Definitions

1. Section 630.2(b) and (h)--Definitions of ``Combined Financial 
Statements'' and ``Systemwide Combined Financial Statements''
    For preparation of the Systemwide combined financial statements, 
the final rule requires that each bank provide the Funding Corporation 
with bank-only financial data as well as with combined financial data 
of the bank and its related associations. The FCC and the FCBB 
commented that the proposed regulations should be clarified to address 
how the consolidated financial data of a bank and its wholly-owned 
subsidiaries should be reported in the Systemwide disclosure.
    To distinguish financial data prepared on a combined basis from 
that prepared on a consolidated basis, a new definition of ``combined 
financial statements'' has been added in Sec. 630.2(b) of the final 
rule. The definition is added to clarify that combined financial 
statements are prepared by a group of affiliated entities that share 
the same financial interest regardless of whether any of the entities 
has the ability to exercise control over another. In contrast, 
consolidated financial statements are prepared by a parent-entity to 
include the financial data of subsidiaries that are under its 
``control.''
    To prevent this newly added definition of ``combined financial 
statements'' from being confused with the definition of ``Systemwide 
combined financial statements'' contained in Sec. 630.2(g) of the 
proposed rule, proposed Sec. 630.2(g) has been simplified to define 
``Systemwide combined financial statements'' as the combined financial 
statements required by this part. Proposed Sec. 630.2(g) also is 
redesignated as Sec. 630.2(h). The proposed language specifying the 
purpose for which the Systemwide combined financial statements are 
prepared has been moved and combined with provisions pertinent to 
financial statements in Sec. 630.20(l).
2. Proposed Definition of ``Material''
    Section 630.2(f) of the proposed regulations provided a definition 
of ``material'' similar to that found in Securities and Exchange 
Commission (SEC) Rule 405. The FCA received two comments on the 
proposed definition of ``material.'' The AICPA asserted that defining 
``material'' other than as established in accounting literature would 
be confusing and inconsistent if audits of the Systemwide combined 
financial statements are required to be performed in accordance with 
generally accepted auditing standards (GAAS). The AICPA recommended 
either deleting the proposed definition of ``material'' or amending it 
to refer to the materiality definition in GAAS or in Financial 
Accounting Standards Board Statement of Financial Accounting Concepts 
No. 2, Qualitative Characteristics of Accounting Information (FAC No. 
2).
    The FCA notes that the definition of ``material'' in the proposed 
rule was intended to govern information presented outside the basic 
financial statements.2 Regardless of the proposed definition, the 
Systemwide combined financial statements required by this part are 
subject to materiality criteria established in GAAP. Specifically, 
pursuant to Sec. 630.3(c),3 the Systemwide combined financial 
statements must be prepared in accordance with the accounting and 
reporting standards set forth in part 621 of this chapter. Because 
Sec. 621.2(g) defines the term ``material'' in accordance with FAC No. 
2, the GAAP definition of ``material'' contained in part 621 of this 
chapter will govern the System's preparation of Systemwide combined 
financial statements. Consequently, materiality judgments for 
preparation of the Systemwide combined financial statements must be 
made in accordance with GAAP.
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    \2\Information presented ``outside'' the basic financial 
statements refers to information that is not considered necessary 
for presentation of financial position, results of operations, or 
cashflows in conformity with GAAP, e.g., management's discussion and 
analysis.
    \3\Section 630.3(c) provides that ``All items of essentially the 
same character as items required to be reported in the reports of 
condition and performance pursuant to part 621 of this chapter shall 
be prepared in accordance with the rules set forth in part 621 of 
this chapter.''
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    The FCC recommended that the proposed definition of ``material'' be 
expanded to recognize the different levels of reporting and disclosure 
responsibilities of the System banks and the Funding Corporation. The 
FCC suggested two separate definitions of ``material.'' One of the 
suggested definitions would apply to the Banks' reporting 
responsibilities to the Funding Corporation and the second would apply 
to the Funding Corporation's disclosure responsibilities on a 
Systemwide basis as subject to antifraud provisions of the Federal 
securities laws.
    Under GAAP, individual materiality judgments are made on a case-by-
case basis and materiality is measured at each reporting level in light 
of surrounding circumstances. The GAAP position is supported by FAC No. 
2 and recognizes that no general standards of materiality could be 
formulated to take into account all the considerations that enter into 
an experienced human judgment. In line with this approach to the 
concept of materiality, the FCA believes that it is unnecessary to 
include, as suggested by the FCC, two separate definitions of 
``material.''
    Materiality judgments regarding information presented outside the 
financial statements, while not covered by the GAAP definition, are 
governed by current standards of materiality under the securities 
laws.\4\ The FCA believes that the case law standard of materiality 
provides sufficient guidance to the System in preparing information to 
be presented outside the financial statements. To avoid any confusion 
between the GAAP materiality standard which governs preparation of the 
financial statements, and the standard of materiality enunciated in the 
case law, which governs information presented outside of the financial 
statements, the proposed definition of ``material'' has been eliminated 
from the final rule.
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    \4\See TSC Indus., Inc. v. Northway, Inc., 426 U.S. 438, 449 
(1976) and cases following.
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3. Section 630.2(g)--Definition of ``Report to Investors''
    The FCC commented that, although the preamble clarifies that the 
term ``report to investors'' used throughout the proposed rule is 
intended to mean the Information Statement currently published by the 
Funding Corporation, confusion exists as to whether the term refers to 
the FCS Report or the Information Statement. Because the FCS Report 
currently prepared by the Funding Corporation contains certain 
information that is not part of the System Disclosure Program, and for 
which System banks are not responsible, the FCC suggested that all 
references to the ``report to investors'' in the regulation be replaced 
with the term ``Information Statement.''
    The FCA does not intend to regulate the name of the report required 
by this part. The term ``report to investors'' used in the proposed 
rule is merely a general reference to the disclosure document required 
by this part. However, in response to the FCC's comment, a new 
definition of ``report to investors'' has been added as Sec. 630.2(g) 
of the final rule to clarify that the term ``report to investors'' 
referred to in the regulations means ``a report that presents the 
Systemwide combined financial statements, supplemental financial 
statement information, and related financial and nonfinancial 
information pertaining to the System required by this part.'' Under 
this provision, a document containing only information that is not 
required by this part and that is clearly identified as separate from 
the required report will not be subject to this final rule.

B. Section 630.3--Publishing and Filing the Report to Investors

1. Section 630.3(a)
    The FCA received two comments on Sec. 630.3(a), which establishes 
the due dates for publishing the annual and quarterly reports to 
investors. The FCC opined that the word ``publish'' in Sec. 630.3(a) is 
subject to interpretation, and could mean printed, mailed, or received 
by the investors. The commenter suggested that the word ``publish'' be 
replaced with the phrase ``make available.''
    Section 630.3(a) requires not only that the System ``make 
available'' the report to investors by the dates specified in 
Sec. 630.3(a)(1) and (a)(2) but that the System take affirmative steps 
to distribute the report to investors. One such step, as noted in the 
rule proposal, is distribution of sufficient copies of the report to 
the selling group dealers for subsequent distribution to interested 
investors. The FCA believes that the suggested substitution of the 
phrase ``make available'' may discourage exploration of other report 
distribution techniques and, accordingly, has retained the word 
``publish'' in Sec. 630.3(a).
    The AICPA also commented on Sec. 630.3(a), suggesting that the FCA 
reconsider whether the due dates prescribed in Sec. 630.3(a) provide 
sufficient time for preparation of the combined information from 
various entities within the System. The FCA believes that the due dates 
established in Sec. 630.3(a) for publishing and filing an annual report 
within 90 days after the end of each fiscal year and a quarterly report 
within 60 days after the end of each reporting quarter are adequate. 
The 90-day requirement for publishing the annual report to investors is 
consistent with industry practice. The 60-day requirement for 
publishing the quarterly report permits the Funding Corporation to 
publish the report 15 days after the constituent System banks and 
associations have filed their quarterly reports with the FCA pursuant 
to part 620 of this chapter. In addition, in the event the Funding 
Corporation is unable to prepare and publish the report to investors 
because one or more banks fail to fulfill their responsibilities for 
providing information to the Funding Corporation in accordance with 
Sec. 630.4(c), Sec. 630.4(a)(7) authorizes the Funding Corporation to 
request the FCA to extend the due date for publishing the report to 
investors. Accordingly, the FCA has adopted the due dates established 
in Sec. 630.3(a) as proposed.
2. Section 630.3(f)--Banks' Joint and Several Liability for 
Consolidated Bank Debt Obligations
    Section 630.3(f) requires that each report to investors include a 
statement that Systemwide debt securities and consolidated bank debt 
obligations are joint and several liabilities of individual banks. The 
FCC questioned the statutory basis for this required statement as 
regards individual bank joint and several liability for consolidated 
bank debt obligations. The FCC requested that the FCA provide a legal 
analysis of the statutory basis and extend the comment period for this 
provision.
    The FCA believes that no extensive analysis is required to justify 
the position that consolidated bank debt obligations are joint and 
several liabilities of individual banks. The basis for this disclosure 
is found in section 4.4 of the 1971 Act, which clearly establishes 
joint and several liability of all banks for consolidated and 
Systemwide debt regardless of the title of the 1971 Act under which the 
bank operates. The FCA notes that the 75-day comment period on these 
regulations included a 30-day extension of the original comment period 
and believes that another extension of the comment period is 
unnecessary. The FCA has adopted Sec. 630.3(f) as proposed.

C. Section 630.4--Responsibilities for Preparing the Report to 
Investors

1. Section 630.4(a)(2)(ii), (a)(3), and (a)(9)--Report of Examination
    Proposed Sec. 630.4(a)(9) authorizes the Funding Corporation to 
make a request to the FCA regarding the content of the latest Reports 
of Examination of any banks and related associations if the information 
is necessary for preparation of the report to investors. Two System 
institutions--the Funding Corporation and the FCBT--commented on the 
proposed provision.
    The Funding Corporation suggested that the regulation be expanded 
so that, upon its request, each bank would be required to provide the 
Funding Corporation with the Reports of Examination and related 
information for the bank and related associations. The Funding 
Corporation is concerned that the regulation as proposed may be 
interpreted to implicitly absolve a bank of its responsibility to 
report to the Funding Corporation any significant regulatory conditions 
imposed or actions taken by the FCA against the bank or its related 
associations.
    Conversely, the FCBT supported proposed Sec. 630.4(a)(9) as written 
on the basis that it maintains an appropriate balance between the 
confidentiality of examination reports required by Sec. 602.205 of this 
chapter and the need to provide complete and accurate disclosure to 
investors required by the proposed rule. Section 630.4(c) sets forth 
the responsibilities of each bank for preparation of the report to 
investors. Based on Sec. 630.4(c)(5)(i), which requires that each bank 
certify to the Funding Corporation that the bank has submitted all 
information needed for preparation of the report to investors in 
accordance with the instruction of the Funding Corporation, the FCBT 
concluded that protection of the confidentiality of examination reports 
will not encourage banks to avoid their primary disclosure 
responsibilities with respect to material matters that may be discussed 
in the examination report.
    While the FCBT supports Sec. 630.4(a)(9) as proposed, it commented 
that the phrase ``if necessary'' leaves doubt as to whether the Funding 
Corporation should request the FCA to provide information contained in 
the examination reports in all cases or simply in those cases where a 
bank does not provide information contained in the examination report 
to the Funding Corporation. The FCBT requested that the FCA provide a 
definitive and unambiguous rule regarding the obligation to furnish 
copies of these reports.
    In response to the comments received, the FCA has revised 
paragraphs (a)(2)(ii), (a)(3), and (a)(9) of Sec. 630.4 to clarify that 
the Funding Corporation is responsible for collecting from each 
disclosure entity information needed for preparation of the report to 
investors, including any information that is material to a single 
disclosure entity. Likewise, in accordance with the Funding 
Corporation's instructions, each bank is responsible for providing the 
Funding Corporation with information that is material either to the 
bank or, on a combined basis, to the bank and its related associations. 
If information necessary for preparation of a report to investors that 
is meaningful and not misleading is not forthcoming from a bank in 
accordance with the provisions of Sec. 630.4(c), the Funding 
Corporation may request the FCA to provide information regarding the 
content of the latest Reports of Examination of any banks or related 
associations necessary to ensure that the information presented in the 
report to investors is meaningful and not misleading. The FCA will then 
make a determination whether to provide the Funding Corporation with 
relevant information contained in the Report of Examination or, if 
appropriate, the entire report.
    The FCA is cognizant of both the Funding Corporation's desire to 
have direct access to Reports of Examination and the FCBT's concern 
with protection of the confidentiality of the Reports of Examination. 
The FCA does not believe that Sec. 630.4(a)(9) would relieve a bank of 
its responsibility to report any significant regulatory conditions that 
would have a material impact on the information being presented in the 
report to investors. It remains the primary responsibility of each bank 
to provide accurate and complete information to the Funding Corporation 
for preparing disclosure to investors. Each bank is required to certify 
to this effect to the Funding Corporation.
    Section 630.4(a)(9) is established to provide the Funding 
Corporation with a contingency source for obtaining information needed 
to prepare accurate and comprehensive annual and quarterly reports to 
investors, while maintaining the confidentiality of the Reports of 
Examination. However, such requests from the Funding Corporation to the 
FCA are expected to be rare. Also, as the FCBT noted in its comment 
letter, Sec. 630.5 prohibits banks from making incomplete, inaccurate, 
or misleading disclosures. Failure to disclose material information 
would violate these regulations and subject a bank and its officers and 
directors to possible FCA enforcement action.
2. Sections 630.4(c)(1) and 630.20(m)(3)--Bank-Only Financial Data
    Section 630.4(c)(1) requires that each bank provide the Funding 
Corporation with information needed for preparation of the report to 
investors. The FCC suggested that proposed Sec. 630.4(c)(1) be revised 
to clarify that, for Systemwide disclosure, information to be provided 
by each bank to the Funding Corporation includes not only financial 
information, but nonfinancial information as well, including 
information covering structural changes and regulatory enforcement 
activity. Proposed Sec. 630.4(c)(1) has been clarified to refer to 
other nonfinancial information.
    The FCC also suggested that proposed Secs. 630.4(c)(1) and 
630.20(m)(3)(i) be revised to clarify that it is appropriate to include 
any wholly-owned subsidiary of a bank in the bank-only information. The 
FCBB submitted a separate comment in which it urged the FCA to include 
the FCC's suggestion in the final rule to address the treatment of the 
Farm Credit Finance Corporation of Puerto Rico, a wholly-owned 
subsidiary of the FCBB.
    To address the concerns raised by the commenters regarding a bank's 
reporting of consolidated financial data in Systemwide disclosure, the 
FCA has removed the wording ``bank-only'' from Sec. 630.4(c)(1) and 
clarified that, if a bank is required to prepare consolidated financial 
statements in accordance with GAAP, it is appropriate that the bank 
provide consolidated financial data of the bank and its consolidated 
subsidiaries to the Funding Corporation. Conforming changes were also 
made to Sec. 630.20(m)(3) and Appendix A of the final rule.
3. Section 630.4(d)--Responsibilities of Associations
    Proposed Sec. 630.4(d) provides the banks with access to their 
related associations' auditors for preparation of the report to 
investors. The FCC commented that the banks sometimes may need to have 
access to others, such as legal counsel. To ensure that the banks have 
the ability to obtain any information necessary to accurately prepare 
their submission to the Funding Corporation, the FCC suggested that the 
regulation include a general statement that the banks may have access 
to any material association information. Under sections 2.2 and 2.12 of 
the 1971 Act, each association is subject to supervision by its related 
bank. Each Farm Credit Bank is responsible for preparing the combined 
financial statements of the bank and related associations for 
disclosure to shareholders pursuant to part 620 of this chapter. Part 
620 of this chapter does not, however, specify how the disclosure 
responsibilities between banks and related associations are shared. To 
clarify this issue for purposes of part 630, the FCA has expanded 
proposed Sec. 630.4(d) by adding a general statement in 
Sec. 630.4(d)(1) of the final rule to require that each association 
provide its related bank with the information necessary to allow the 
bank to provide accurate and complete information to the Funding 
Corporation for preparation of the report to investors. The original 
text of proposed Sec. 630.4(d) has been redesignated as 
Sec. 630.4(d)(2).

D. Section 630.5--Prohibition Against Incomplete, Inaccurate, or 
Misleading Disclosure

    The FCC suggested that the FCA clarify that Sec. 630.5 concerning 
prohibition against incomplete, inaccurate, or misleading disclosure 
would apply only when the defective disclosure is material. Since 
compliance with the disclosure standards of this part is generally 
subject to a materiality test in any event, the FCA finds it 
unnecessary to add the suggested materiality language to Sec. 630.5 and 
has adopted this section as proposed.

E. Section 630.6--System Audit Committee and Bank Audit Committees

1. Section 630.6(a)(2)
    Under Sec. 630.6(a)(2), officers or employees of a System 
institution are prohibited from serving on the System Audit Committee 
(SAC) because they are not independent of management. The FCBT urged 
the FCA to prohibit System directors from serving on the SAC due to 
potential conflicts of interest based on competition between System 
institutions.
    The FCA believes that the suggested prohibition would be disruptive 
to the existing SAC and force the Funding Corporation to recruit SAC 
members from outside the System. In addition, the FCA views the FCBT's 
argument as relating less to conflict of interest than to concern 
regarding preservation of the confidentiality of information reviewed 
by the SAC. Under section 4.9 of the 1971 Act, directors and management 
of System institutions are eligible to serve on the board of the 
Funding Corporation. As a practical matter, any information available 
to SAC members is equally available to the members of the board of the 
Funding Corporation. Thus, precluding System directors from serving on 
the SAC would not necessarily prevent confidential information from 
being exposed to directors of other System banks. In light of these 
considerations, the FCA is adopting the rule as proposed but will 
monitor SAC activities for apparent inappropriate use of information. 
Finally, the FCA notes that Sec. 630.6(a) does not prevent the Funding 
Corporation board from adopting a policy to disqualify System directors 
from serving on the SAC.
2. Section 630.6(a)(4)(iii)
    The FCC commented that the word ``approve'' contained in 
Sec. 630.6(a)(4)(iii) of the proposed rule implies that the SAC has the 
authority to dictate individual bank accounting policies or that the 
Funding Corporation has the authority to require banks to uniformly and 
consistently adopt or change accounting policies. This was not the 
intent of the proposed rule. The primary duty of the SAC is to ensure 
the integrity of the report to investors jointly prepared by the 
Funding Corporation and System banks. The SAC is responsible for 
overseeing the reporting process and internal controls implemented by 
the Funding Corporation for preparation of the System's report to 
investors. To clarify that neither the SAC nor the Funding Corporation 
is charged with the responsibility for dictating individual banks' 
accounting polices, the FCA has substituted the word ``review'' for the 
word ``approve'' as suggested.
3. Section 630.6(a)(4)(iv)
    Under proposed Sec. 630.6(a)(4)(iv), the SAC is required to review 
each disclosure document containing Systemwide information prescribed 
in this part, including annual reports, quarterly reports, and press 
releases, prior to its release. The FCC commented that the SAC's 
responsibility should pertain only to financial information and 
disclosures contained in the annual information statements because the 
SAC generally would not have the expertise to review and evaluate 
nonfinancial information, such as is found in the description of 
business and description of debt securities. The FCC also suggested 
that, to facilitate timely issuance of quarterly information, the 
requirement for a review of each quarterly report or press release by 
the SAC prior to its release be eliminated.
    To ensure the quality of the report to investors, the FCA believes 
that each annual or quarterly report should be reviewed by the SAC in 
its entirety. Under Sec. 630.6(a)(2), which provides that ``members 
shall be knowledgeable in public and corporate finance and financial 
reporting and disclosure,'' members selected to serve on the SAC should 
have the expertise to review the entire report to investors, including 
both financial and nonfinancial information. However, the FCA agrees 
that the essence of press releases is to provide timely release of 
interim information and has deleted the requirement for a review of 
press releases by the SAC from Sec. 630.6(a)(4)(iv).
4. Section 630.6(a)(4)(v) and (b)(3)(ii)
    The FCC suggested that the word ``oversee'' contained in proposed 
Sec. 630.6(a)(4)(v) and (b)(3)(ii) regarding the responsibility of the 
SAC and the bank audit committee be replaced with the word ``review'' 
because the proposed wording implies that the audit committee would 
perform a management function in the System or the bank. The FCC also 
suggested other changes to proposed Sec. 630.6(a)(4)(v) to avoid this 
implication.
    The audit committee is commonly recognized as an entity established 
to perform an oversight function in the areas of financial reporting, 
internal control, and corporate governance. The word ``oversee'' 
contained in the proposed rule is consistent with the customary role of 
audit committees. The FCA has retained the word ``oversee'' in 
Sec. 630.6(a)(4)(v) and (b)(3)(ii). The FCA notes that it is the 
responsibility of the board of each System institution to determine the 
steps the audit committee should perform to fulfill its oversight 
responsibilities. Thus, the boards of individual System institutions 
could charter their audit committee to review and direct management to 
take necessary corrective actions or merely to review and make 
corrective recommendations to the board.

F. Subpart B--Annual Report to Investors

1. Section 630.20(c)(2)--Description of Legal Proceedings and 
Enforcement Actions
    The FCC suggested that the proposed Sec. 630.20(c)(2) disclosure 
requirement for a summary of FCA enforcement actions against individual 
institutions be clarified and that any required discussion of the 
impact of the enforcement actions on the System's operations be linked 
to materiality. The FCA agrees with this suggestion and has revised the 
language of Sec. 630.20(c)(2) of the final rule accordingly.
2. Section 630.20(d)--Description of Liabilities
    The FCC expressed the view that the information called for by 
Sec. 630.20(d)(1) regarding System debt obligations is too detailed 
and, thus, impractical. Section 630.20(d)(1)(ii) is, in large part, 
based upon the disclosure currently furnished by the System in its 
Information Statements. Unless otherwise needed to provide readers of 
the report to investors with information needed to understand the 
characteristics of System debt, the FCA does not expect extensive 
detail regarding the characteristics of specific debt offerings. To 
clarify this position, the FCA has deleted the words ``terms and 
conditions'' and added prefatory language to Sec. 630.20(d)(1)(ii) 
requiring a description of debt obligations statutorily authorized to 
be issued and currently issued by the System, as well as other 
pertinent information.
    The FCC also requested that the regulation clearly set forth the 
option of incorporating by reference the annual and quarterly reports 
to investors into specific offering documents. The FCA notes that the 
focus of this regulation is on periodic reports of the System to 
investors. It does not govern offering circulars or specific offering 
documents. Nothing in this regulation precludes the System from 
incorporating by reference information contained in the annual or 
quarterly reports to investors into specific offering documents if 
otherwise appropriate.
3. Section 630.20(g)(1)--Loan Portfolio
    Proposed Sec. 630.20(g)(1)(ii) required disclosure of the amount of 
loans outstanding that were used to finance the purchases of stock or 
other equities of System institutions.
    The FCC expressed concern regarding the System's ability to comply 
with this requirement and questioned its relevance to investors. The 
FCC opined that disclosures currently provided by the System in its 
annual Information Statement are sufficient. The System's 1993 annual 
Information Statement states that association borrowers do not 
typically purchase capital stock for cash, but instead add the 
aggregate par value of stock to the principal amount of the related 
loan obligation. The 1993 report also provided the amount of capital 
stock and participation certificates outstanding at December 31, 1993. 
The FCC indicated that System compliance with the proposed requirement 
could only be on a prospective basis because System banks do not have a 
system in place to track needed information. Further, the FCC argued 
that the costs involved in complying with this proposed requirement 
would outweigh the benefits derived from the disclosure.
    The FCA supports the commenter's view that the cost involved in 
providing meaningful information to investors should not outweigh the 
benefits derived. The FCA also notes that Sec. 630.20(e)(2), which 
requires the System to ``describe the statutory requirement that a 
borrower purchase stock as a condition of obtaining a loan; how such 
stock is purchased, transferred, and retired; and how earnings are 
distributed,'' will ensure that investors continue to receive 
information that describes the nature of borrower stock of the System. 
As a result, proposed Sec. 630.20(g)(1)(ii) has been deleted from the 
final rule and proposed Sec. 630.20(g)(1)(iii) and (iv) have been 
redesignated.
4. Section 630.20(g)(1)(ii)--Risk Exposure
    Proposed Sec. 630.20(g)(1)(iii) requires discussion and analysis of 
the risk exposure of the loan portfolio. The FCC suggested that the 
term ``nonperforming loans'' replace the term ``high-risk assets'' in 
this section of the regulation because it is more widely used in the 
commercial banking industry. Use of the term ``high-risk assets'' in 
proposed Sec. 630.20(g)(1)(iii) is consistent with the recent amendment 
of the FCA's accounting and reporting guidelines in part 621 of this 
chapter. See 58 FR 48780 (September 20, 1993). In the FCA's 
regulations, the term ``high-risk assets'' is a generic reference to 
loans and loan-related assets that are to be categorized for loan 
performance and valuation assessment purposes according to the criteria 
set forth in Sec. 621.6 of this chapter. Collectively, the 
classifications identified in Sec. 621.6 of this chapter are consistent 
with the terminology used in the commercial banking industry for 
nonperforming loans. There is no regulatory requirement to categorize 
the classification as ``high-risk assets'' in the report to investors. 
Rather, proposed Sec. 630.20(g)(1)(iii) requires discussion of any 
risks that could adversely affect the loan portfolio and loan-related 
assets. Accordingly, the FCA has retained the term ``high-risk assets'' 
and adopted Sec. 630.20(g)(1)(iii) essentially as proposed. Proposed 
Sec. 630.20(g)(1)(iii) is redesignated as Sec. 630.20(g)(1)(ii). The 
FCA further notes that it expects to revisit the issue of accounting 
for impaired loans in the future to assess the impact of the 
implementation of Statement of Financial Accounting Standards No. 114, 
Accounting by Creditors for Impairment of a Loan, issued by the 
Financial and Accounting Standards Board.
5. Section 630.20(g)(1)(iii)--Secondary Market Activities
    The FCC commented that secondary market activities have never been 
and currently are not anticipated to be material to the System's 
financial condition. The FCC suggested that proposed 
Sec. 630.20(g)(1)(iv) be modified to require these activities to be 
described when they become material to the System's financial 
condition. The FCA agrees with the commenter that the System's 
involvement in the secondary markets should be disclosed to investors 
when the effect of such activities on the financial condition of the 
System is material and has revised proposed Sec. 630.20(g)(1)(iv) to 
add materiality tests. This provision is redesignated as 
Sec. 630.20(g)(1)(iii) of the final rule.
    The FCA believes that the System's statutory authority to 
participate in secondary markets should be disclosed to investors in 
any event. A new paragraph has thus been added in Sec. 630.20(a)(1)(vi) 
of the final rule to require, without regard to materiality, a 
description of the authority of System institutions to purchase and 
sell interests in loans in secondary markets and the risk involved.
6. Section 630.20(g)(3)(ii) and (iii)--Liquidity and Investment
    Section Sec. 630.20(g)(3)(ii) and (iii) require that the System 
provide a brief description of the System's policies regarding 
liquidity and investment. The FCC pointed out that each System bank 
adopts its own liquidity and investment policies according to its 
business objectives. In the absence of universal policies regarding 
investment and liquidity among System institutions, the commenter 
suggested that the proposed regulations be revised to require only a 
general description of System banks' policies. The suggested change is 
consistent with the intent of the proposed regulations. The FCA has 
clarified the proposed regulations by revising Sec. 630.20(g)(3)(ii)(A) 
and (g)(3)(iii) to require a brief overview of liquidity and investment 
matters.
7. Section 630.20(g)(3)(iv)--Interest Rate Sensitivity
    Section 630.20(g)(3)(iv) requires a general description of the 
System's risk management practices, including a brief discussion of 
derivative transactions. Due to the heightened interest of the public, 
financial institution regulators, and Congress in this area, the FCA 
solicited comments on whether disclosure requirements regarding 
derivative activities should be more detailed. The FCC suggested that, 
given the changing GAAP environment for derivative transactions, the 
FCA consider the approach to derivatives activity regulation used by 
other bank regulators. This approach requires regulated institutions to 
adopt policies in accordance with GAAP. The regulator provides any 
clarification of GAAP or additional guidance through Call Report 
instructions or other mechanisms.
    The FCA adopts Sec. 630.20(g)(3)(iv) as proposed, with a 
clarification to provide for a ``brief overview'' of the System's asset 
and liability management practices. The FCA believes that this approach 
to derivatives activities disclosure is consistent with the FCC's 
suggestion. In addition, along with other financial institution 
regulators, the FCA is monitoring the area of derivatives activities. 
The FCA will consider requiring more extensive disclosure based on its 
assessment of the level and significance of System derivatives 
activities and as the need for regulatory policy in this area becomes 
more clearly defined.
8. Section 630.20(g)(5)--Insurance Fund
    The FCC commented that Sec. 630.20(g)(5), which requires a 
discussion of the Insurance Fund in the Discussion and Analysis (D&A) 
section of the report to investors, is unnecessary and would duplicate 
the disclosure contained in the notes to the System's combined 
financial statements. Section 630.20(g)(5) requires a discussion of the 
purposes of the Insurance Fund, a schedule itemizing Insurance Fund 
assets that have been identified for specific purposes, and an 
explanation of how expenditures of Insurance Fund assets affect the 
assets and capital of the System.
    The FCA does not believe that the requirement of Sec. 630.20(g)(5) 
will result in duplication of information in the report. Section 
630.3(e) provides that ``Information in any part of the report may be 
incorporated by reference * * * to any other item of the report. 
Information * * * may be presented in any order deemed suitable by the 
Funding Corporation.'' Accordingly, the Funding Corporation has the 
flexibility to determine where the D&A regarding the Insurance Fund is 
to be presented. The FCA has adopted Sec. 630.20(g)(5) as proposed.
    The FCA notes that the regulation does not require the D&A 
regarding the Insurance Fund to be audited. Pursuant to Sec. 630.3(e), 
the System could opt to include the required D&A in the notes to the 
Systemwide combined financial statements and incorporate the disclosure 
by reference into the D&A. In this situation, the required D&A 
regarding the Insurance Fund would be covered in the independent 
accountant's report on the Systemwide combined financial statements.
9. Section 630.20(g)(6)--Instructions for Discussion and Analysis
    Proposed Sec. 630.20(g)(6)(ii) requires that discussions required 
by proposed Sec. 630.20(g) cover the 3-year period covered by the 
financial statements. The FCC suggested that the words ``3-year'' be 
deleted. In recognition that the reporting period for the balance sheet 
is only 2 comparative years, the FCA agrees with the commenter and has 
amended Sec. 630.20(g)(6)(ii) of the final rule as suggested and 
revised the introductory paragraph of Sec. 630.20(g) accordingly.
10. Section 630.20(i)--Compensation of Directors and Senior Officers
    Section 630.20(i) requires the annual report to state that 
information on the compensation of directors and senior officers of 
System banks is contained in each bank's annual report to shareholders 
and that the annual report of each bank is available to investors upon 
request pursuant to Sec. 630.3(f). The FCC commented that this 
requirement provides no useful information to investors and is 
redundant.
    As stated in the rule proposal, the FCA is required by section 514 
of the 1992 Act to ensure that the disclosure of financial and 
conflict-of-interest information by System personnel provides investors 
and potential investors with information necessary to assist them in 
making investment decisions regarding FCS debt obligations or 
institutions. The FCA believes that information on compensation of 
System directors and senior officers presented in individual System 
institutions' disclosure to shareholders pursuant to part 620 of this 
chapter could provide useful information to investors in making 
investment decisions. Thus, to implement the requirement of section 514 
of the 1992 Act, Sec. 630.20(i) requires that the report provide a 
statement informing investors of the availability of such information. 
The FCA adopts Sec. 630.20(i) of the final rule as proposed.
11. Section 630.20(l) and (m)--Financial Statements and Supplemental 
Information
    Proposed Sec. 630.30(l) requires that the System prepare the 
combined financial statements in accordance with GAAP and instructions 
and other requirements of the FCA. Proposed Sec. 630.20(m) further 
requires that the System provide supplemental information in addition 
to the audited financial statements and that the supplemental 
information be examined by a qualified public accountant for compliance 
with FCA regulations and guidelines and an opinion expressed thereon. 
The FCA received comments on proposed Sec. 630.20(l) from the AICPA and 
the FCC and comments on proposed Sec. 630.20(m) from the AICPA and 
Price Waterhouse.
    With respect to proposed Sec. 630.20(l), both the FCC and the AICPA 
suggested, for different reasons, that the phrase ``instructions and 
other requirements of the FCA'' be deleted from the proposed rule. The 
FCC was concerned that the proposed language indicates that regulatory 
accounting practices (RAP) may be utilized, causing investor confusion. 
On the other hand, the AICPA provided suggested language that would 
require both the basic financial statement and the supplemental 
information required by proposed Sec. 630.20(l) and (m) to be audited 
in accordance with GAAS. The AICPA asserted that the requirements of 
proposed Sec. 630.20(m) regarding supplemental information disclosure 
appear to comprise the ``instructions and other requirements of the 
FCA'' referred to in Sec. 630.20(l) and, further, that GAAS addresses 
auditors' reporting on information presented outside financial 
statements.
    Price Waterhouse, the external auditor of the System, also 
commented on proposed Sec. 630.20(m). Price Waterhouse asserted that 
the proposed language that ``supplemental information be examined by a 
qualified public accountant for compliance with FCA regulations and 
guidelines'' is too broad and would be interpreted as requiring the 
independent accountant to render a report on the System's compliance 
with all FCA regulations and guidelines. This would require significant 
work by the independent accountant. Price Waterhouse commented that the 
proposed regulatory language in Sec. 630.20(m) provides insufficient 
detail to enable the external auditor to determine the scope of 
additional work to be performed and the type of report to be issued by 
the auditor on the supplemental information.
    Proposed Sec. 630.20(l) was intended to preserve the FCA's ability 
to prescribe additional requirements for preparation and presentation 
of the Systemwide combined financial statements. However, after 
consideration of the comments received, the FCA adopts the AICPA's 
suggestion in the final rule to require that both the basic financial 
statements and the supplemental information required by Sec. 630.20(l) 
and (m) be examined in accordance with GAAS and an opinion expressed 
thereon by an independent accountant. This change will resolve the FCC 
concern regarding RAP financial statements and Price Waterhouse's 
concern regarding the scope of examination of supplemental information 
and reporting by the independent accountant. However, to preserve the 
flexibility to revise the format and content specified in Appendix A of 
the final rule, the FCA retains the requirement that supplemental 
information be prepared in accordance with any additional FCA guidance 
or instructions.
12. Section 630.20(o)--Cross-Reference Sheet
    Proposed Sec. 630.20(o) called for a cross-reference sheet giving 
the location of information required by these regulations, in the order 
required, and identified by item numbers and captions. The FCC did not 
object to the preparation of a cross-reference sheet, but suggested 
that the cross-reference sheet would only be useful to the FCA and 
should only be required as an exhibit to copies of the report filed 
with the FCA. The FCA believes the cross reference to the content of 
the report provides useful information to readers of the report. To 
make this indexing requirement more useful to investors, the FCA has 
revised Sec. 630.20(o) to inform readers of the location in the report 
of the information required under the major disclosure captions of this 
part.

G. Subpart C--Quarterly Report to Investors

    Proposed Sec. 630.40(b)(5) requires that the System file a 
``preferability'' letter with the FCA disclosing any accounting changes 
made during the reporting period that are not required by new 
accounting pronouncements. The AICPA and the FCC commented that the 
requirement for filing a separate letter with the FCA explaining the 
reason for the preferable alternative accounting principle is 
unnecessary. They suggested that the requirement be deleted from 
Sec. 630.40(b)(5).
    The preferability letter was intended as a notice to inform the FCA 
of any accounting change made by the System during the interim period 
that is not required by existing accounting pronouncements. Because the 
quarterly report will be required to disclose such accounting changes, 
upon further consideration, the FCA has deleted the requirement of 
filing a preferability letter from Sec. 630.40(b)(5) of the final rule.

List of Subjects in 12 CFR Part 630

    Accounting, Agriculture, Banks, banking, Credit, Organization and 
functions (Government agencies), Reporting and recordkeeping 
requirements, Rural areas.

    For the reasons stated in the preamble, part 630 of chapter VI, 
title 12 of the Code of Federal Regulations is added to read as 
follows:

PART 630--DISCLOSURE TO INVESTORS IN SYSTEMWIDE AND CONSOLIDATED 
BANK DEBT OBLIGATIONS OF THE FARM CREDIT SYSTEM

Subpart A--General

Sec.
630.1  Purpose.
630.2  Definitions.
630.3  Publishing and filing the report to investors.
630.4  Responsibilities for preparing the report to investors.
630.5  Prohibition against incomplete, inaccurate, or misleading 
disclosure.
630.6  Farm Credit System audit committee and bank audit committees.

Subpart B--Annual Report to Investors

630.20  Contents of the annual report to investors.

Subpart C--Quarterly Reports to Investors

630.40  Contents of the quarterly report to investors.

Appendix A to Part 630--Supplemental Information Disclosure Guidelines

    Authority: Secs. 5.17, 5.19 of the Farm Credit Act (12 U.S.C. 
2252, 2254); sec. 424 of Pub. L. 100-233, 101 Stat. 1568, 1656.

Subpart A--General


Sec. 630.1  Purpose.

    This part sets forth the requirements for preparation and 
publication by the Farm Credit System (FCS or System) of annual and 
quarterly reports to investors and potential investors in Systemwide 
and consolidated bank debt obligations of the System and to other users 
of the reports in the general public.


Sec. 630.2  Definitions.

    For purposes of this part, the following definitions shall apply:
    (a) Bank means any bank chartered under the Farm Credit Act of 
1971, as amended (Act).
    (b) Combined financial statements means financial statements 
prepared on a combined basis by a group of affiliated entities that 
share the same financial interest, regardless of whether any of the 
entities has the ability to exercise control over another. For purposes 
of this part, unless otherwise specified, combined financial data of a 
bank and its related associations includes financial data of the bank's 
consolidated subsidiaries.
    (c) Disclosure entity means any bank, the Farm Credit System 
Financial Assistance Corporation (Financial Assistance Corporation), 
and the Federal Farm Credit Banks Funding Corporation (Funding 
Corporation).
    (d) Engagement letter means the proposal, contract, letter, and 
other documents reflecting the understandings between the audit 
committee or board of directors of a bank or an association and its 
independent public accountant regarding the scope, terms, and nature of 
the audit services to be performed.
    (e) Farm Credit System means, collectively, the banks, 
associations, and such other institutions that are or may be made a 
part of the System under the Act, all of which are chartered by and 
subject to regulation by the Farm Credit Administration (FCA). For 
purposes of this part, the System does not include the Federal 
Agricultural Mortgage Corporation (Farmer Mac).
    (f) FCS debt obligation means, collectively, notes, bonds, 
debentures, and other debt securities issued by banks pursuant to 
section 4.2(c) (consolidated bank debt securities) and section 4.2(d) 
(Systemwide debt securities) of the Act.
    (g) Report to investors or report means a report that presents the 
Systemwide combined financial statements, supplemental financial 
statement information, and related financial and nonfinancial 
information pertaining to the System required by this part.
    (h) Systemwide combined financial statements means the combined 
financial statements required by this part.


Sec. 630.3  Publishing and filing the report to investors.

    (a) The disclosure entities shall jointly publish the following 
reports in order to provide meaningful information pertaining to the 
financial condition and results of operations of the System to 
investors and potential investors in FCS debt obligations and other 
users of the report:
    (1) An annual report to investors within 90 days after the end of 
each fiscal year;
    (2) A quarterly report to investors within 60 days after the end of 
each quarter, except for the quarter that coincides with the end of the 
fiscal year.
    (b) Each report to investors shall present Systemwide combined 
financial statements and related footnotes deemed appropriate for the 
purpose of the report to provide investors with the most meaningful 
presentation pertaining to the financial condition and results of 
operations of the System.
    (c) All items of essentially the same character as items required 
to be reported in the reports of condition and performance pursuant to 
part 621 of this chapter shall be prepared in accordance with the rules 
set forth in part 621 of this chapter.
    (d) Each report to investors shall contain the information required 
by subparts B and C of this part, as applicable, and such other 
information as is necessary to make the required statements, in light 
of the circumstances under which they are made, not misleading.
    (e) Information in any part of the report may be referenced or 
incorporated in answer or partial answer to any other item of the 
report. Information required by this part may be presented in any order 
deemed suitable by the Funding Corporation.
    (f) The report shall include a statement in a prominent location 
that Systemwide debt securities and consolidated bank debt obligations 
are joint and several liabilities of individual banks and that copies 
of each bank's recent periodic reports to shareholders are available 
upon request. The report shall also include addresses and telephone 
numbers where copies of the report to investors and the periodic 
reports of individual banks can be obtained. Copies of the report to 
investors shall be available for public inspection at the Funding 
Corporation.
    (g) Three complete copies of the report shall be filed with the 
Chief Examiner, Farm Credit Administration, McLean, Virginia 22102-
5090, within the applicable period prescribed under paragraphs (a)(1) 
and (a)(2) of this section.
    (1) At least one copy of the report filed with the FCA shall be 
dated and manually signed by the following officers and director(s) of 
the Funding Corporation on its behalf:
    (i) The officer(s) designated by the board of directors to certify 
the report;
    (ii) The chief executive officer; and
    (iii) Each member of the board or, at a minimum, one of the 
following board members formally designated by action of the board to 
certify on behalf of individual board members: the chairperson of the 
board or a board member designated by the chairperson of the board.
    (2) The name and position title of each person signing the report 
shall be typed or printed beneath his or her signature. Signers of the 
report shall attest as follows:

    The undersigned certify that this report has been prepared in 
accordance with all applicable statutory or regulatory requirements 
and that the information contained herein is true, accurate, and 
complete to the best of his or her knowledge and belief.


Sec. 630.4  Responsibilities for preparing the report to investors.

    (a) Responsibilities of the Funding Corporation. The Funding 
Corporation shall:
    (1) Prepare the reports to investors required by Sec. 630.3(a), 
including the Systemwide combined financial statements and notes 
thereto, and such other disclosures, supplemental information, and 
related analysis as are required by this part to make the reports 
meaningful and not misleading.
    (2) Establish a system of internal controls sufficient to 
reasonably ensure that any information it releases to investors and the 
general public concerning any matter required to be disclosed by this 
part is true and that there are no omissions of material information. 
The system of internal controls, at a minimum, shall require that the 
Funding Corporation:
    (i) Maintain written policies and procedures, approved by the 
System Audit Committee, to be carried out by the disclosure entities 
for preparation of the report to investors;
    (ii) Provide instructions to the disclosure entities regarding the 
information needed for preparation of the Systemwide combined financial 
statements and disclosures required to be presented in the report to 
investors;
    (iii) Review the information submitted to it for preparation of the 
report to investors, and make reasonable inquiries to ascertain whether 
the information is reliable, accurate, and complete; and
    (iv) Specify procedures for monitoring interim disclosures of 
System institutions and disclose, in a timely manner, any material 
changes in information contained in the most recently published report 
to investors.
    (3) Collect from each disclosure entity financial data and related 
analyses and other information needed for preparation of the report to 
investors, including any information that is material to the disclosure 
entity.
    (4) File the reports with the FCA in accordance with Sec. 630.3(g).
    (5) Ensure prompt delivery of sufficient copies of each report to 
selling group dealers for distribution to investors and potential 
investors in FCS debt obligations.
    (6) Make the report available to the general public upon request.
    (7) Notify the FCA if it is unable to prepare and publish the 
report to investors in compliance with the requirements of this part 
because one or more banks have failed to comply with the requirements 
of paragraph (c) of this section. A notification, signed by the 
officer(s) designated by the board of directors of the Funding 
Corporation to certify the report to investors and by the chief 
executive officer, shall be made to the FCA as soon as the Funding 
Corporation becomes aware of its inability to comply. The Funding 
Corporation shall explain the reasons for the notification and may 
request that the FCA extend the due date for the report to investors.
    (8) Include in the report a statement that briefly explains the 
respective responsibilities of the disclosure entities and states that 
the Funding Corporation has policies and procedures in place to ensure, 
to the best of the knowledge and belief of management and the board of 
the Funding Corporation, that the information contained in the report 
is true, accurate, and complete. The statement shall be signed by the 
chief executive officer and the chairperson of the board of the Funding 
Corporation.
    (9) Request the FCA to provide information regarding the content of 
the latest Reports of Examination of any banks and related 
associations, if such information is necessary for preparation of a 
report that is meaningful and not misleading and is not forthcoming 
from a bank in accordance with paragraph (c) of this section. The 
request shall be made to the Chief Examiner, Farm Credit 
Administration, McLean, Virginia 22102-5090.
    (b) Responsibilities of the Financial Assistance Corporation. The 
Financial Assistance Corporation shall provide to the Funding 
Corporation such information as may be required by the Funding 
Corporation to prepare the report.
    (c) Responsibilities of banks. Each bank shall:
    (1) Provide to the Funding Corporation annual, quarterly, and 
interim financial and other information in accordance with instructions 
of the Funding Corporation for preparation of the report to investors, 
including:
    (i) Financial data of the bank or, if the bank is required under 
generally accepted accounting principles (GAAP) to prepare its 
financial statements on a consolidated basis with its subsidiaries, 
consolidated financial data of the bank and its consolidated 
subsidiaries; and
    (ii) Combined financial data of the bank (including any 
consolidated subsidiaries of the bank) and related associations of the 
bank.
    (2) Respond to Funding Corporation inquiries and provide any 
followup information requested by the Funding Corporation in connection 
with the preparation of the report to investors in accordance with 
instructions of the Funding Corporation.
    (3) Notify the Funding Corporation promptly of any events occurring 
subsequent to publication of the report that may be material either to 
the financial condition and results of operations of the bank or to the 
combined financial condition and results of operations of the bank and 
its related associations. Furnish the Funding Corporation with any 
information necessary to provide interim Systemwide disclosure to 
investors to make the most recently published report to investors not 
misleading.
    (4) Provide in the engagement letter with its external auditor that 
the external auditor shall, after notifying the bank, respond to 
inquiries from the Funding Corporation relating to preparation of the 
report.
    (5)(i) Certify to the Funding Corporation that:
    (A) All information needed for preparation of the report to 
investors has been submitted in accordance with the instructions of the 
Funding Corporation;
    (B) The information submitted is prepared in accordance with all 
applicable statutory and regulatory requirements; and
    (C) The information submitted is true, accurate, and complete to 
the best of management's knowledge and belief.
    (ii) The certification required by paragraph (c)(5)(i) of this 
section shall be prepared as specified by the Funding Corporation and 
shall be manually signed and dated on behalf of the bank by:
    (A) The officer(s) designated by the board of directors to certify 
the information submitted to the Funding Corporation; and
    (B) The chief executive officer.
    (d) Responsibilities of associations. Each association shall:
    (1) Provide its related bank with the information necessary to 
allow the bank to provide accurate and complete information regarding 
the bank and its related associations to the Funding Corporation for 
preparation of the report.
    (2) Provide in the engagement letter with its external auditor that 
the external auditor of the association shall, after notifying the 
association, respond to inquiries of the related bank pertaining to 
preparation of the combined financial data of the association and its 
related bank.


Sec. 630.5  Prohibition against incomplete, inaccurate, or misleading 
disclosure.

    Neither the Funding Corporation, nor any institution supplying 
information to the Funding Corporation under this part, nor any 
employee, officer, director, or nominee for director of the Funding 
Corporation or of such institutions, shall make or cause to be made any 
disclosure to investors and the general public required by this part 
that is incomplete, inaccurate, or misleading. When any such 
institution or person makes or causes to be made disclosure under this 
part that, in the judgment of the FCA, is incomplete, inaccurate, or 
misleading, whether or not such disclosure is made in published 
statements required by this part, such institution or person shall 
promptly furnish to the Funding Corporation, and the Funding 
Corporation shall promptly publish, such additional or corrective 
disclosure as is necessary to provide full and fair disclosure to 
investors and the general public. Nothing in this section shall prevent 
the FCA from taking additional actions to enforce this section pursuant 
to its authority under title V, part C of the Act.


Sec. 630.6  Farm Credit System audit committee and bank audit 
committees.

    (a) Farm Credit System audit committee. (1) The board of the 
Funding Corporation shall establish and maintain a System Audit 
Committee and adopt a written charter describing the committee's 
composition, authorities, and responsibilities.
    (2) The System Audit Committee shall consist of no fewer than three 
members. Members shall be independent of management of any disclosure 
entity and association and free from any relationship that, in the 
opinion of the board of directors of the Funding Corporation, would 
interfere with the exercise of independent judgment as a committee 
member. Members shall be knowledgeable in public and corporate finance, 
and financial reporting and disclosure.
    (3) The System Audit Committee shall report to the board of the 
Funding Corporation and shall be given adequate resources and 
authorities to discharge its responsibilities, including the ability to 
consult the Funding Corporation's legal counsel.
    (4) Responsibilities. At a minimum, the System Audit Committee 
shall:
    (i) Make recommendations to the board of the Funding Corporation 
regarding the selection of an independent auditor of the Systemwide 
combined financial statements;
    (ii) Oversee the Funding Corporation management's preparation of 
the report to investors;
    (iii) Review the impact of any significant accounting and auditing 
developments, and review accounting policy changes relating to 
preparation of the Systemwide combined financial statements;
    (iv) Review the System's annual and quarterly reports to investors 
prior to their release; and
    (v) Oversee the Funding Corporation's system of internal controls 
relating to preparation of the report, including controls relating to 
the System's compliance with applicable laws and regulations.
    (b) Farm Credit System bank audit committees. (1) Each System bank 
shall establish and maintain a bank audit committee that shall report 
to the board of the bank.
    (2) The bank audit committee shall consist of no fewer than three 
members. Members shall be independent of management and free from any 
relationship that, in the opinion of the board of directors of the 
bank, would interfere with the exercise of independent judgment as a 
committee member. Members shall be knowledgeable in public and 
corporate finance, and financial reporting and disclosure.
    (3) Responsibilities. At a minimum, the bank audit committee shall:
    (i) Review the bank's financial statements and significant 
accounting policies;
    (ii) Oversee the bank's financial reporting regarding its 
disclosure to shareholders and to the Funding Corporation for 
disclosure to investors;
    (iii) Oversee the audit activities of the external auditor; and
    (iv) Monitor internal controls, including those relating to 
compliance with laws and regulations.

Subpart B--Annual Report to Investors


Sec. 630.20  Contents of the annual report to investors.

    The annual report shall contain the following:
    (a) Description of business. (1) The description shall include a 
brief discussion of the following:
    (i) The System's overall organizational structure, its lending 
institutions by type and their respective authorities, the 
relationships between different types of institutions, and the overall 
geographic area and eligible borrowers served by those institutions;
    (ii) The types of lending activities engaged in and financial 
services offered by System institutions;
    (iii) Any significant developments within the last 5 years that 
have had or could have a material impact on the System's organizational 
structure and the manner in which System institutions conduct business, 
including, but not limited to, statutory or regulatory changes, mergers 
or liquidations of System institutions, terminations of System 
institution status, and financial assistance provided by or to System 
institutions through loss-sharing or capital preservation agreements or 
from any other source;
    (iv) Any acquisition or disposition of material assets during the 
last fiscal year that took place outside the ordinary course of 
business;
    (v) Any concentrations of more than 10 percent of total assets in 
particular types of agricultural activities or businesses, and any 
dependence of an institution or a group of institutions of the System 
upon a specific activity or business, a single customer, or a few 
customers, including other financing institutions (OFIs), as defined in 
Sec. 614.4540(e) of this chapter, the loss of any one of which would 
have a material effect on the System; and
    (vi) The authority of System institutions to purchase and sell 
interests in loans in secondary markets and the risk involved in such 
activities.
    (2) List the address of the headquarters of each disclosure entity 
and service organization of the System.
    (b) Federal regulation and insurance--(1) Farm Credit 
Administration. Describe the regulatory and enforcement authority of 
the FCA over System institutions under the Act.
    (2) Farm Credit System Insurance Corporation. (i) Describe the role 
and authorities of the Farm Credit System Insurance Corporation (FCSIC) 
under part E of title V of the Act. Describe specifically the role of 
the FCSIC in insuring the timely payment of principal and interest on 
FCS debt obligations and in providing assistance to System 
institutions.
    (ii) Describe the FCSIC's status as a Government corporation and 
state that System institutions have no control over the management of 
the FCSIC or the discretionary expenditures from the Farm Credit 
Insurance Fund (Insurance Fund), which are the sole prerogative of the 
FCSIC.
    (3) Farm Credit System Financial Assistance Corporation. Describe 
the role and authorities of the Financial Assistance Corporation under 
title VI of the Act, debt obligations of the Financial Assistance 
Corporation issued to provide financial assistance to the System, and 
statutory repayment obligations of System institutions.
    (c) Description of legal proceedings and enforcement actions. (1) 
Describe any material pending legal proceedings in which one or more 
System institutions are a party, or that involve claims that a System 
institution(s) may be required by contract or operation of law to 
satisfy, and the potential impact of such proceedings, to the extent 
known, on the System.
    (2) Provide a summary of the types of enforcement actions in effect 
during the year, and any material impact of such proceedings on the 
System.
    (d) Description of liabilities. (1) Describe how the System funds 
its lending operations, including:
    (i) System banks' authority to borrow, and issue notes, bonds, 
debentures, and other obligations, and limitations thereof under 
section 4.2 of the Act;
    (ii) A description of the types of debt obligations authorized to 
be issued under the Act, the types of debt obligations currently 
issued, the manner and form in which they are issued, rights of 
securities holders, risk factors, use of proceeds, tax effects of 
holding securities, market information, and other pertinent 
information;
    (iii) For each of the types of obligations that may be issued, 
whether it is insured, and the extent of any joint and several 
liability for the obligations; and
    (iv) Any applicable statutory and regulatory requirements affecting 
a bank's ability to incur debt.
    (2) Describe agreements among System banks and the Funding 
Corporation affecting a bank's ability to incur debt.
    (3) Describe agreements among System institutions regarding capital 
preservation, loss sharing, or any other forms of financial assistance.
    (e) Description of capital. (1) Describe the capitalization of the 
System, including capital structure, types of stock and participation 
certificates, and voting rights of holders of stock and participation 
certificates.
    (2) Describe the statutory requirement that a borrower purchase 
stock as a condition of obtaining a loan; how such stock is purchased, 
transferred, and retired; and how earnings are distributed.
    (3) Describe any statutory or other authority of a System 
institution to require additional capital contributions from 
stockholders.
    (4) Describe regulatory minimum permanent capital standards and 
capital adequacy requirements for banks and associations. State the 
number of institutions, if any, categorized by banks and associations, 
that are not currently in compliance with such standards and include a 
brief discussion of the reasons for the noncompliance.
    (5) Describe any statutory and regulatory restrictions on 
retirement of stock and distribution of earnings by System 
institutions. State the number of System institutions, if any, 
categorized by banks and associations, that are currently affected by 
such restrictions and provide a summary of the causes of such 
prohibitions.
    (f) Selected financial data. At a minimum, furnish the following 
combined financial data of the System in comparative columnar form for 
each of the last 5 fiscal years.
    (1) Balance sheet.
    (i) Loans.
    (ii) Allowance for losses.
    (iii) Net loans.
    (iv) Cash and investments.
    (v) Other property owned.
    (vi) Total assets.
    (vii) FCS debt obligations and other bonds, notes, debentures, and 
obligations, presented by type, with a descriptive title.
    (viii) Total liabilities.
    (ix) Capital stock and surplus.
    (2) Statement of income.
    (i) Net interest income.
    (ii) Net other expenses.
    (iii) Provision for loan losses.
    (iv) Extraordinary items.
    (v) Provision for income taxes.
    (vi) Net income (loss).
    (3) Key financial ratios. (i) Return on average assets.
    (ii) Return on average capital stock and surplus.
    (iii) Net interest income as a percentage of average earning 
assets.
    (iv) Net loan chargeoffs as a percentage of average loans.
    (v) Allowance for loan losses as a percentage of gross loans 
outstanding at yearend.
    (vi) Capital stock and surplus as a percentage of total assets at 
yearend.
    (vii) Debt to capital stock and surplus at yearend.
    (g) Discussion and analysis. Fully discuss any material aspects of 
financial condition, changes in financial condition, and results of 
operations of System institutions, on a combined basis, for the 
comparative years required by paragraph (g)(6)(ii) of this section or 
such other time periods specified in the following paragraphs of this 
section. Identify favorable and unfavorable trends, and significant 
events or uncertainties necessary to understand the financial condition 
and results of operations of the System. At a minimum, the discussion 
shall include the following:
    (1) Loan portfolio--(i) Categorization. Describe the loan portfolio 
of the System by major loan purpose category, indicating the amount and 
approximate percentage of the total dollar portfolio represented by 
each major category.
    (ii) Risk exposure. (A) Describe and analyze all high-risk assets, 
including an analysis of the nature and extent of significant current 
and potential credit risks within the loan portfolio and of other 
information that could adversely affect the loan portfolio and other 
property owned.
    (B) Provide an analysis of the allowance for loan losses that 
includes the ratios of the allowance for loan losses to loans 
(outstanding at yearend) and net chargeoffs to average loans, and a 
discussion of the adequacy of the allowance for loan losses to absorb 
the risk inherent in the loan portfolio and the basis for such 
determination.
    (iii) Secondary market activities. (A) If material, quantify System 
institutions' secondary market activities and the risk involved in such 
activities.
    (B) If material, provide an analysis of historical loss experience 
and the amount provided for risk of loss associated with secondary 
market activities.
    (2) Results of operations. (i) Describe, on a comparative basis, 
changes in the major components of net interest income. Include a 
discussion of significant factors that contributed to the changes and 
quantify the amount of change(s) due to an increase or decrease in 
volume and the amount due to changes in interest rates earned and paid, 
based on averages for each period.
    (ii) Describe any unusual or infrequent events or transactions, or 
any significant economic changes that materially affected reported 
income and, in each case, indicate the extent to which income was so 
affected.
    (iii) Discuss the factors underlying any material changes in the 
return on average assets and return on average capital stock and 
surplus.
    (iv) Describe, on a comparative basis, the major components of 
operating expense and any other significant components of income or 
expense, indicating the reasons for any significant increases or 
decreases.
    (v) Describe any known trends or uncertainties that have had, or 
that are reasonably expected to have, a material impact on net interest 
income or net income. Disclose any known events that will cause a 
material change in the relationship between costs and revenues.
    (vi) Explain the changes that have taken place, by major components 
on a comparative basis, in Insurance Fund assets and related restricted 
capital and how such changes affected reported income.
    (3) Funding sources and liquidity--(i) Funding sources.
    (A) Provide, in tabular form, the component amounts and the total 
amount of FCS debt obligations, debt obligations issued by banks 
individually, and Financial Assistance Corporation debt obligations 
outstanding at yearend for each of the past 2 fiscal years. List debt 
obligations issued by System institutions separately by type, also 
separating insured obligations from uninsured obligations. For each 
type of debt obligation listed, provide the following, at a minimum, 
for each fiscal year listed:
    (1) The beginning balance, the total amount of debt issued, the 
total amount of debt retired, and the yearend balance; and
    (2) The average maturities and average interest rates on debt 
outstanding at yearend, and the average maturities and average interest 
rates of new debt issued during the year.
    (B) Summarize any other sources of funds, including lines of credit 
with commercial lenders, and their terms.
    (ii) Liquidity. (A) Include a brief overview of any FCA regulations 
or System policies with regard to liquidity and liquidity reserves.
    (B) Identify any known trends, demands, commitments, events, or 
uncertainties that will result in, or that are reasonably likely to 
result in, System liquidity increasing or decreasing in any material 
way. If a material liquidity deficiency is identified, indicate the 
course of action that has been taken or is proposed to be taken by 
management of affected System institutions to remedy the deficiency.
    (iii) Investment. Provide a brief overview of the System's 
investment policies and objectives, any regulatory limitations thereon, 
and the contents of the System's existing investment portfolio.
    (iv) Interest rate sensitivity. (A) Provide a brief overview of the 
System's asset and liability management practices, including interest 
rate risk measurement systems, and methods used to control interest 
rate risk, such as the use of investments, derivatives, and other off-
balance-sheet transactions.
    (B) Provide an analysis of the System's exposure to interest rate 
risk and its ability to control such risk.
    (4) Capital resources. (i) Describe any material commitments to 
purchase capital assets and the anticipated sources of funding.
    (ii) Describe any material trends, favorable or unfavorable, in the 
System's capital resources, including any material changes in the mix 
of capital and debt, the relative cost of capital resources, and any 
off-balance- sheet financing arrangements.
    (iii) Provide a general discussion of any trends, commitments, 
contingencies, or events that are reasonably likely to have a material 
adverse effect on System institutions' ability to comply with 
regulatory capital standards.
    (5) Insurance Fund. (i) Describe the purposes for which 
expenditures from the Insurance Fund may be made and the statutory 
requirements for making such expenditures.
    (ii) Provide a schedule itemizing the amount of Insurance Fund 
assets that have been specifically identified by the FCSIC for payment 
of estimated obligations of the FCSIC and the amount of Insurance Fund 
assets for which no specific use has been identified or designated by 
the FCSIC. Information provided shall be as of the end of the most 
recent fiscal year.
    (iii) Explain how FCSIC expenditures or designations of Insurance 
Fund assets for payment of future obligations affect the combined 
assets and capital of the System, and quantify the effect, if any.
    (6) Instructions for discussion and analysis. (i) The purpose of 
the discussion and analysis (D&A) shall be to provide to investors and 
other users information relevant to an assessment of the combined 
financial condition and results of operations of System institutions as 
determined by evaluating the amounts and certainty of cashflows from 
operations and from outside sources. The information provided pursuant 
to this section need only include that which is available to System 
institutions and which does not clearly appear in the combined 
financial statements.
    (ii) The D&A of the financial statements and other statistical data 
shall be presented in a manner designed to enhance a reader's 
understanding of the combined financial condition, results of 
operations, cashflows, and changes in capital of System institutions. 
Unless otherwise specified in Sec. 630.20(g), the discussion shall 
cover the period covered by the financial statements and shall use 
year-to-year comparisons or any other understandable format. Where 
trend information is relevant, reference to the 5-year selected 
financial data required by paragraph (f) of this section may be 
necessary.
    (iii) The D&A shall focus specifically on material events and 
uncertainties known at the time of reporting that would cause reported 
financial information not to be necessarily indicative of future 
operating results or of future financial condition. This should include 
descriptions and amounts of:
    (A) Matters that would have an impact on future operations but that 
have not had an impact in the past; and
    (B) Matters that have had an impact on reported operations but are 
not expected to have an impact on future operations.
    (h) Directors and management--(1) Board of directors. Briefly 
describe the composition of boards of directors of the disclosure 
entities. List the name of each director of such entities, including 
the director's term of office and principal occupation during the past 
5 years, or state that such information is available upon request 
pursuant to Sec. 630.3(f).
    (2) Management. List the names of chief executive officers and 
presidents of disclosure entities, including position title, length of 
service at current position, and positions held during the past 5 
years.
    (i) Compensation of directors and senior officers. State that 
information on the compensation of directors and senior officers of 
System banks is contained in each bank's annual report to shareholders 
and that the annual report of each bank is available to investors upon 
request pursuant to Sec. 630.3(f).
    (j) Related party transactions. (1) Briefly describe how System 
institutions, in the ordinary course of business and subject to 
regulation by the FCA, may enter into loan transactions with related 
parties, including their directors, officers, and employees, the 
immediate family members (as defined in Sec. 620.1(e) of this chapter) 
of such persons, and any organizations with which such persons and 
their immediate family members are affiliated.
    (2) On a comparative basis for each of the fiscal years covered by 
the balance sheet, state the aggregate amount of the following:
    (i) Loans made to related parties;
    (ii) Loans outstanding at yearend to related parties;
    (iii) Loans outstanding at yearend to related parties that are made 
on more favorable terms than those prevailing at the time for 
comparable transactions with unrelated borrowers; and
    (iv) Loans outstanding at yearend to related parties that involve 
more than a normal risk of collectibility (as defined in Sec. 620.1(i) 
of this chapter).
    (k) Relationship with independent public accountant. If a change in 
the accountant who has previously examined and expressed an opinion on 
the Systemwide combined financial statements has taken place since the 
last annual report to investors or if a disagreement with an accountant 
has occurred that the Funding Corporation would be required to report 
to the FCA under part 621 of this chapter, disclose the information 
required by Sec. 621.4(c) and (d) of this chapter.
    (l) Financial statements. Furnish Systemwide combined financial 
statements and related footnotes prepared in accordance with GAAP, and 
accompanied by supplemental information prepared in accordance with the 
requirements of Sec. 630.20(m). The Systemwide combined financial 
statements shall provide investors and potential investors in FCS debt 
obligations with the most meaningful presentation pertaining to the 
financial condition and results of operations of the System. The 
Systemwide combined financial statement and accompanying supplemental 
information shall be audited in accordance with generally accepted 
auditing standards by a qualified public accountant (as defined in 
Sec. 621.2(i) of this chapter). The Systemwide combined financial 
statements shall include the following:
    (1) A balance sheet as of the end of each of the 2 most recent 
fiscal years; and
    (2) Statements of income, statements of changes in capital stock 
and surplus (or, if applicable, statements of changes in protected 
borrower capital and capital stock and surplus), and statements of cash 
flows for each of the 3 most recent fiscal years.
    (m) Supplemental information. Furnish supplemental information 
regarding the components of the Systemwide combined financial 
statements that has been prepared in accordance with the requirements 
of this paragraph and any additional guidance or instructions provided 
by the FCA.
    (1) At a minimum, the supplemental information shall include the 
following:
    (i) Supplemental balance sheet information as of the end of the 
most recent fiscal year; and
    (ii) Supplemental income statement information for the most 
recently completed fiscal year.
    (2) At a minimum, the report shall present supplemental information 
showing combined financial data for the following components on a 
stand-alone basis:
    (i) Banks;
    (ii) Associations;
    (iii) Financial Assistance Corporation;
    (iv) Combined financial data of the System without the Insurance 
Fund;
    (v) The Insurance Fund and related combination entries; and
    (vi) Combined financial data of the System with the Insurance Fund.
    (3) The supplemental information shall be presented in a columnar 
format and include, at a minimum, the selected financial data listed in 
the schedules in Appendix A of this part. The prescribed components 
shall be designated as column headings and they may be abbreviated in 
the schedules. The financial data required by Sec. 630.20(m)(2)(i) 
shall include the financial data required to be submitted by each bank 
pursuant to the requirement of Sec. 630.4(c)(1)(i).
    (4) The supplemental information may be presented separately or in 
accompanying notes to the Systemwide combined financial statements and 
shall contain additional disclosures sufficient to explain the basis of 
the presentation of the supplemental information, the components, and 
any adjustments contained therein to enable readers to understand the 
effect of each component on the Systemwide combined financial 
statements.
    (n) List the names of the System Audit Committee members in the 
report to investors.
    (o) Include a detailed index setting forth the major disclosure 
captions of this subpart and the page or pages on which the required 
information appears in the report.

Subpart C--Quarterly Reports to Investors


Sec. 630.40  Contents of the quarterly report to investors.

    (a) General. The quarterly report to investors shall contain the 
information specified in this section along with any other material 
information necessary to make the required disclosures, in light of the 
circumstances under which they are made, not misleading. The quarterly 
report must be presented in a format that is easily understandable and 
not misleading.
    (b) Rules for condensation. For purposes of this subpart, major 
captions to be provided in interim financial statements are the same as 
those provided in the financial statements contained in the annual 
report to investors, except that the financial statements included in 
the quarterly report may be condensed into major captions in accordance 
with the rules prescribed under this paragraph.
    (1) Interim balance sheets. When any major balance sheet caption is 
less than 10 percent of total assets and the amount in the caption has 
not increased or decreased by more than 25 percent since the end of the 
preceding fiscal year, the caption may be combined with others.
    (2) Interim statements of income. When any major income statement 
caption is less than 15 percent of average net income for the 3 most 
recent fiscal years and the amount in the caption has not increased or 
decreased by more than 20 percent since the corresponding interim 
period of the preceding fiscal year, the caption may be combined with 
others. In calculating average net income, loss years should be 
excluded. If losses were incurred in each of the 3 most recent fiscal 
years, the average loss shall be used for purposes of this test.
    (3) The interim financial information shall include disclosure 
either on the face of the financial statements or in accompanying 
footnotes sufficient to make the interim information presented not 
misleading. It may be presumed that users of the interim financial 
information have read or have access to the audited financial 
statements for the preceding fiscal year, and the adequacy of 
additional disclosure needed for a fair presentation may be determined 
in that context. Accordingly, footnote disclosure that would 
substantially duplicate the disclosure contained in the most recent 
audited financial statements (such as a statement of significant 
accounting policies and practices) and details of accounts that have 
not changed significantly in amount or composition since the end of the 
most recently completed fiscal year may be omitted.
    (4) Interim reports shall disclose events that have occurred 
subsequent to the end of the most recently completed fiscal year that 
have a material impact on the System. Disclosures should encompass, for 
example, significant changes since the end of the most recently 
completed fiscal year in such items as accounting principles and 
practices, estimates used in the preparation of financial statements, 
status of long-term contracts, capitalization, significant new 
indebtedness or modification of existing financing agreements, 
financial assistance received, significant business combinations and 
liquidations of System institutions, and terminations of System 
institution status. Notwithstanding the provisions of this paragraph, 
where material contingencies exist, disclosure of such matters shall be 
provided even though a significant change since yearend may not have 
occurred.
    (5) In addition to meeting the reporting requirements specified by 
existing accounting pronouncements for accounting changes, state the 
date of any material accounting change and the reasons for making it.
    (6) Any material prior period adjustment made during any period 
covered by the interim financial statements shall be disclosed, 
together with its effect upon net income and upon the balance of 
surplus for any prior period included. If results of operations for any 
period presented have been adjusted retroactively by such an item 
subsequent to the initial reporting of such period, similar disclosure 
of the effect of the change shall be made.
    (7) Interim financial statements furnished shall reflect all 
adjustments that are necessary to a fair statement of the results for 
the interim periods presented. A statement to that effect shall be 
included. Furnish any material information necessary to make the 
information called for not misleading, such as a statement that the 
results for interim periods are not necessarily indicative of results 
to be expected for the year.
    (8) If any amount that would otherwise be required to be shown by 
this section with respect to any item is not material, it need not be 
separately shown. The combination of insignificant items is permitted.
    (c) Discussion and analysis of interim financial condition and 
results of operations. Discuss any material changes to the information 
disclosed to investors pursuant to Sec. 630.20(g) that have occurred 
during the periods specified in paragraphs (d)(1) and (d)(2) of this 
section. Provide any additional information needed to enable the reader 
to assess material changes in financial condition and results of 
operations between the periods specified in paragraphs (d)(1) and 
(d)(2) of this section.
    (1) Material changes in financial condition. Discuss any material 
changes in financial condition from the end of the preceding fiscal 
year to the date of the most recent interim balance sheet provided.
    (2) Material changes in results of operations. Discuss any material 
changes in the combined results of operations of the System with 
respect to the most recent fiscal year-to-date period for which an 
income statement is provided and the corresponding year-to-date period 
of the preceding fiscal year. Such discussion shall also cover material 
changes with respect to the most recent fiscal quarter and the 
corresponding fiscal quarter in the preceding fiscal year.
    (d) Financial statements. Interim combined financial statements 
shall be provided in the quarterly report to investors as set forth in 
paragraphs (d)(1) through (4):
    (1) An interim balance sheet as of the end of the most recent 
fiscal quarter and a balance sheet as of the end of the preceding 
fiscal year.
    (2) Interim statements of income for the most recent fiscal 
quarter, for the period between the end of the preceding fiscal year 
and the end of the most recent fiscal quarter, and for the comparable 
periods for the previous fiscal year.
    (3) Interim statements of changes in capital stock and surplus (or, 
if applicable, interim statements of changes in protected borrower 
capital and capital stock and surplus) for the period between the end 
of the preceding fiscal year and the end of the most recent fiscal 
quarter, and for the comparable period for the preceding fiscal year.
    (4) Interim statements of cash flows for the period between the end 
of the preceding fiscal year and the end of the most recent fiscal 
quarter, and for the comparable period for the preceding fiscal year.
    (e) Supplemental information. The interim report shall present 
supplemental information in accordance with the requirements of 
Sec. 630.20(m)(2), (m)(3), and (m)(4), as well as other requirements 
and instructions of the FCA, and shall include, at a minimum, the 
following:
    (1) Supplemental balance sheet information as of the end of the 
most recent quarter; and
    (2) Supplemental income statement information for the period 
between the end of the preceding fiscal year and the end of the most 
recent fiscal quarter.
    (f) Review by independent public accountant. Unless otherwise 
ordered by the FCA as a result of a supervisory action, the interim 
financial statements and supplemental information need not be audited 
or reviewed by an independent public accountant prior to filing. If, 
however, a review of the report is made in accordance with the 
established professional standards and procedures for such a review, a 
statement that the independent accountant has performed such a review 
may be included. If such a statement is made, the report of the 
independent accountant on such review shall accompany the interim 
financial information.

Appendix A to Part 630--Supplemental Information Disclosure Guidelines

    Supplemental information required by Secs. 630.20(m) and 
630.40(e) shall contain, at a minimum, the current year financial 
data for the components listed in the following tables and be 
presented in the columnar format illustrated in the following 
tables:

BILLING CODE 6705-01-P

TR12SE94.000


BILLING CODE 6705-01-C
    Dated: September 1, 1994.
Curtis M. Anderson,
Secretary, Farm Credit Administration Board.
[FR Doc. 94-22221 Filed 9-9-94; 8:45 am]
BILLING CODE 6705-01-P