2022-10-13T06:56:21-05:00 2022-05-31 135565207 KPMG LLP 8350 BROAD STREET SUITE 900 MCLEAN VA 22102 990 2021-06-01 520891669 NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION NATI 7034671800 20701 COOPERATIVE WAY DULLES VA 20166 J ANDREW DON CEO 7034671800 2022-10-10 0 J ANDREW DON 999009999 RAYMOND LY P01205643 7032868000 2022-10-12 3 AAL1 IAL1 2021 2022-09-23 18:48:47Z J ANDREW DON 20701 COOPERATIVE WAY DULLES VA 20166 1853734741 0 X WWW.NRUCFC.COOP X 1969 VA BRIDGING THE FINANCIAL NEEDS OF THE RURAL ELECTRIC COOPERATIVE NETWORK WITH GLOBAL CAPITAL MARKETS. 23 23 299 0 0 0 0 0 1201210618 1233158933 15602566 14598704 5384605 6683362 1222197789 1254440999 1446310 1233725 0 0 57332871 53325662 0 0 0 972694526 928935537 1031473707 983494924 190724082 270946075 29606953295 31221814594 28225869338 29101106151 1381083957 2120708443 TO BRIDGE THE FINANCIAL NEEDS OF THE RURAL ELECTRIC NETWORK WITH THE EXPECTATIONS OF THE GLOBAL CAPITAL MARKETS, ONE COOPERATIVE AT A TIME. 0 0 888104864 1238724933 LENDING SERVICES:CFC PROVIDES LOANS TO ITS MEMBERS, RURAL ELECTRIC COOPERATIVES AND THEIR RELATED ORGANIZATIONS, AND GENERATES INTEREST INCOME FROM THESE LOANS. TO FUND ITS LENDING SERVICES, CFC RAISES FUNDS IN THE CAPITAL MARKETS OR PRIVATE THIRD PARTY TRANSACTIONS AND PAYS A RATE OF RETURN COMMENSURATE WITH CURRENT ECONOMIC CONDITIONS FOR THE USE OF THOSE FUNDS. THESE RAISED FUNDS PERMIT CFC TO MEET THE BORROWING NEEDS OF ITS MEMBERS SO THEY CAN CONTINUE TO PROVIDE ELECTRIC AND POWER SERVICES TO THE CONSUMERS AND BUSINESSES IN THE RURAL TERRITORIES SERVICED BY THOSE MEMBERS/BORROWERS. CFC OPERATES IN SUCH MANNER TO OBTAIN FUNDING BASED ON COST AVAILABLE TO IT AND PASSES THE COSTS AND RESULTING SAVINGS ALONG TO ITS BORROWERS. 293271 293271 1117362 INTEGRITY FUND -- UTILIZING A RESTRICTED CASH ACCOUNT, CFC MANAGES A VOLUNTARY FUND ESTABLISHED FOR THE PURPOSE OF ASSISTING COOPERATIVES IN DEFENDING THEIR COOPERATIVE TERRITORIES AND PROTECTING COOPERATIVE PRINCIPLES. 940454 940454 EDUCATION FUND -- EACH STATEWIDE ASSOCIATION AND ELIGIBLE REGIONAL ASSOCIATION WILL SUBMIT AN APPLICATION FORM DESCRIBING THE PROGRAM FOR WHICH THE GRANT WILL BE USED. CFC CALCULATES THE AMOUNT ALLOTTED TO EACH APPLICANT DURING THE FISCAL YEAR BASED UPON THE TOTAL NUMBER OF CO-OPS WHICH ARE MEMBERS OF CFC AND OF THE ASSOCIATION, WITH RESPECT TO STATEWIDE ASSOCIATIONS, THE NUMBER OF STATES EACH APPLICANT REPRESENTS, AND THE NUMBER OF CO-OPS THAT ARE 100% CFC BORROWERS. THE SENIOR VICE PRESIDENT OF CFC'S CORPORATE RELATIONS GROUP APPROVES THE APPLICATIONS MADE BY THE ASSOCIATIONS. 889338589 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 138 0 1 299 1 0 0 0 0 1 1 0 1 0 X 23 23 0 0 0 0 1 1 1 1 1 0 0 1 1 1 1 1 1 1 0 0 AZ GA X YU LING WANG 7034671800 20701 COOPERATIVE WAY DULLES VA 20166 JONATHON ANDREW DON CEO 60.00 X 2443207 0 222801 SHELDON C PETERSEN UNTIL 521 FORMER CEO 65.00 X 1441852 0 271142 GREGORY STARHEIM UNTIL 521 FORMER SVP, BUS & IND DEV 60.00 X 1449838 0 127818 GRACEANN CLENDENEN UNTIL 621 SVP & CAO 25.00 X 1041142 0 118867 ROBERTA B ARONSON UNTIL 322 SVP & CORPORATE COUNSEL 55.00 X 833954 0 180680 BRAD CAPTAIN SVP & CHIEF CORPORATE AFFAIRS OFFICER 55.00 X 507198 0 439717 JOEL ALLEN SVP, MEMBER SERVICES GROUP 55.00 X 561962 0 324902 ROBERT E GEIER JR UNTIL 522 VP AND CONTROLLER 50.00 X 358030 0 224366 YU LING WANG SVP & CFO 75.00 X 423456 0 144831 RICHARD PERREAULT VP AND CIO 40.00 X 409360 0 116307 GARY A BRADBURY SVP, CORPORATE SERVICES 50.00 X 379148 0 138382 JOHN FREDERICK SUTER VP, ECONOMIC RESEARCH 40.00 X 329109 0 165427 GHOLAM M SALEH SVP & CHIEF RISK OFFICER 70.00 X 399980 0 88137 JOHN M BORAK UNTIL 721 SVP, CREDIT RISK MANAGEMEN 60.00 X 362009 0 112494 LAWRENCE SAUNDERS VP, CREDIT RISK MANAGEMENT 55.00 X 345230 0 127373 DAVID W OLAH VP, PORTFOLIO MANAGEMENT 55.00 X 310637 0 145187 AMY S LUONGO VP, PORTFOLIO MANAGEMENT 50.00 X 334644 0 110459 ALLYN J AMATO UNTIL 1121 VP & DEP GEN COUNSEL 50.00 X 389427 0 31443 W DANIEL CAWOOD VP, PORTFOLIO MANAGEMENT 50.00 X 298241 0 120694 ROBIN REED UNTIL 521 FORMER SVP, LOAN OPERATIONS 55.00 X 290081 0 85705 JILL MAISON AS OF 621 VP, PORTFOLIO MANAGEMENT 45.00 X 269826 0 102268 NATHAN HOWARD AS OF 422 SVP & GENERAL COUNSEL 55.00 X 273538 0 45179 VU LY AS OF 1121 VP, CAPITAL MARKETS 50.00 X 220893 0 80863 MARK SNOWDEN AS OF 422 SVP, STRATEGIC SERVICES 0.00 X 0 0 0 ALAN W WATTLES PRESIDENT 11.00 X X 70000 0 0 BRUCE A VITOSH VICE PRESIDENT 10.00 X X 70000 0 0 DAVID E FELKEL SECRETARY-TREASURER 5.00 X X 70000 0 0 BARBARA E HAMPTON DIRECTOR 5.00 X 65000 0 0 G ANTHONY NORTON DIRECTOR 17.00 X 65000 0 0 DENNIS FULK DIRECTOR 10.00 X 62917 0 0 ANTHONY LARSON DIRECTOR 12.00 X 62917 0 0 ROBERT BROCKMAN DIRECTOR 15.00 X 62083 0 0 THOMAS A BAILEY DIRECTOR 6.00 X 60000 0 0 KEVIN M BENDER DIRECTOR 5.00 X 60000 0 0 CHRIS D CHRISTENSEN DIRECTOR 5.00 X 60000 0 0 WILLIAM KEITH HAYWARD DIRECTOR 13.00 X 60000 0 0 BRADLEY P JANORSCHKE DIRECTOR 6.00 X 60000 0 0 KENDALL MONTGOMERY DIRECTOR 8.00 X 60000 0 0 JEFFREY ALLEN REHDER DIRECTOR 10.00 X 60000 0 0 MARK A SUGGS DIRECTOR 12.00 X 60000 0 0 MARSHA L THOMPSON DIRECTOR 11.00 X 60000 0 0 ANTHONY A ANDERSON DIRECTOR 4.00 X 50000 0 0 JARED ECHTERNACH BEGIN 621 DIRECTOR 5.00 X 35000 0 0 TIMOTHY ELDRIDGE BEGIN 621 DIRECTOR 6.00 X 35000 0 0 MICHAEL HEINEN BEGIN 621 DIRECTOR 3.00 X 35000 0 0 BRENT MCRAE BEGIN 621 DIRECTOR 8.00 X 35000 0 0 JOHN METCALF BEGIN 621 DIRECTOR 6.00 X 35000 0 0 DOYLE JAY HANSON UNTIL 521 FORMER DIRECTOR 17.00 X 27083 0 0 JIMMY A LAFOY UNTIL 521 FORMER DIRECTOR 9.00 X 25000 0 0 BRADLEY J SCHARDIN UNTIL 521 FORMER DIRECTOR 15.00 X 25000 0 0 TODD P WARE UNTIL 521 FORMER DIRECTOR 5.50 X 25000 0 0 15067762 0 3525042 181 1 1 0 FIDELITY INFORMATION SERVICES LLC 601 RIVERSIDE AVE JACKSONVILLE FL 32204 IT SERVICES 4308076 CORPORATE BROKERS LLC DBA TENTIAL ONE PARK PL SUITE 590 ANNAPOLIS MD 21401 IT SERVICES 4257397 SUNERA TECHNOLOGIES INC 631 EAST BIG BEAVER RD SUITE 109 TROY MI 48083 IT SERVICES 3557765 FIS CAPITAL MARKETS LLC 601 RIVERSIDE AVE JACKSONVILLE FL 32204 FINANCIAL SERVICES 2154335 HOGAN LOVELLS US LLP 555 THIRTEENTH ST NW WASHINGTON DC 20004 LEGAL SERVICES 2152317 71 INTEREST FROM PSA 522298 1117222233 1117222233 DERIVATIVE CASH SETTLEMENTS 522298 81987622 81987622 RECOVERY FOR LOSSES 522298 17909000 17909000 OTHER INCOME-LOAN FEES 522298 16860245 16860245 G/L EARLY EXTINGUISHMENT OF DEBT 522298 -820167 -820167 1233158933 15951011 15951011 597819020 122415 599255590 38152 -1436570 84263 -1352307 -1352307 MANAGEMENT FEES 522298 5566000 5566000 INTEGRITY FUND COLLECTIONS FROM M 522298 1117362 1117362 6683362 1254440999 1239842295 0 14598704 1233725 1233725 14977615 14977615 24912038 24912038 7132458 7132458 3534367 3534367 2769184 2769184 814200 814200 579094 579094 1610880 1610880 815235 815235 5027664 5027664 1156110 1156110 1381694 1381694 9776681 9776681 2832443 2832443 2096834 2096834 4591145 4591145 887289629 887289629 7553324 7553324 637733 637733 COMMITMENT FEE EXPENSE 1127257 1127257 TRAINING & RECRUITMENT 589650 589650 DUES, SUBSCRIPTIONS & R 575358 575358 BANK FEES 408250 408250 72356 72356 983494924 889338589 94156335 0 246713291 105496178 54277149 53957138 140555915 142089900 28321361711 29975930812 8900347 8813315 175020318 73258148 91882497 101762170 583827174 574383962 27450000 25520000 131985211 233861119 29606953295 31221814594 4726300595 5137787247 49247929 42362755 16443544746 16051388197 6400552498 7714731233 606223570 154836719 28225869338 29101106151 X 968400 970400 0 0 1380115557 2119738043 1381083957 2120708443 29606953295 31221814594 X 270946075 -28742539 497420950 X X 0 1 X 1 0 23795971 23795971 56430688 24613099 31817589 94793659 48645049 46148610 101762170 GUARANTEE LIABILITY 12764131 OTHER ACCRUED EXPENSES 17754554 CREDIT LOSSES ALLOWANCE 80000 DERIVATIVE LIABILITY 124238034 154836719 1 SAN ISABEL ELECTRIC ASSOCIATION INC 781 E INDUSTRIAL BLVD PUEBLO WEST CO 81007 840312535 501(C)(12) 41204 0 INTEGRITY FUND - TERRITORY THREAT MISSOURI ELECTRIC COOPERATIVES 2722 E MCCARTY ST JEFFERSON CITY MO 65101 430631824 501(C)(6) 170200 0 INTEGRITY FUND & EDUC FUND - YOUTH TOUR /CONF & LEADERSHIP EXP. (CYCLE) SOUTHEAST COLORADO POWER ASSOCIATION PO BOX 521 LA JUNTA CO 81050 840147605 501(C)(12) 110000 0 INTEGRITY FUND - TERRITORY THREAT ALABAMA RURAL ELECTRIC ASSOCIATION OF COOPERATIVES PO BOX 244014 MONTGOMERY AL 361244014 630264081 501 (C)(6) 17400 0 EDUCATIONAL FUND-AREA SUMMER CONFERENCE ALASKA POWER ASSOCIATION 703 WEST TUDOR ROAD SUITE 200 ANCHORAGE AK 995036650 920069880 501 (C)(6) 14400 0 EDUCATIONAL FUND-NRECA YOUTH TOUR OF WASHINGTON, DC COLORADO RURAL ELECTRIC ASSOCIATION 5400 WASHINGTON STREET DENVER CO 80216 840411220 501 (C)(6) 18600 0 EDUCATIONAL FUND-EMPLOYEE EDUCATION COURSES ELECTRIC COOPERATIVES OF MISSISSIPPI PO BOX 3300 RIDGELAND MS 391583300 640200697 501 (C)(6) 18600 0 EDUCATIONAL FUND-NRECA YOUTH TOUR OF WASHINGTON, DC FLORIDA ELECTRIC COOPERATIVES ASSOCIATION INC 2916 APALACHEE PARKWAY TALLAHASSEE FL 32301 590633990 501 (C)(6) 11600 0 EDUCATIONAL FUND-FECA SUMMER LEADERSHIP CONFERENCE GEORGIA ELECTRIC MEMBERSHIP CORPORATION 2100 EAST EXCHANGE PLACE TUCKER GA 300845336 580530279 501 (C)(6) 26000 0 EDUCATIONAL FUND-GEORGIA EMC SUNBELT AGRICULTURAL EXPOSITION EXHIBIT GOLDEN STATE POWER COOPERATIVE PO BOX 1815 GRAEAGLE CA 96103 680441905 501 (C)(6) 5600 0 EDUCATIONAL FUND-COOPERATIVE DEVELOPMENT & EDUCATION GRAND CANYON STATE ELECTRIC COOPERATIVE ASSOCIATION 2210 S PRIEST DRIVE TEMPE AZ 85282 866056759 501 (C)(6) 12800 0 EDUCATIONAL FUND-NRECA YOUTH TOUR OF WASHINGTON, DC IDAHO CONSUMER-OWNED UTILITIES ASSOCIATION PO BOX 1898 BOISE ID 837011898 820502739 501 (C)(6) 11600 0 EDUCATIONAL FUND-ICUA YOUTH RALLY & ICUA MEMBERS CONFERENCE IOWA ASSOCIATION OF ELECTRIC COOPERATIVES 8525 DOUGLAS AVENUE STE 48 DES MOINES IA 503222992 420662488 501 (C)(6) 25800 0 EDUCATIONAL FUND-EDUCATIONAL CONTENT FOR LIVING WITH ENERGY IN IOWA MAGAZINE KANSAS ELECTRIC COOPERATIVES INC PO BOX 4267 TOPEKA KS 666040267 480541902 501 (C)(12) 19600 0 EDUCATIONAL FUND-BACK TO BASICS EDUCATIONAL PROGRAM KENTUCKY ELECTRIC COOPERATIVES PO BOX 32170 LOUISVILLE KY 40232 610420165 501 (C)(6) 29600 0 EDUCATIONAL FUND-NRECA COURSES AND LEADERSHIP PROGRAMS MICHIGAN ELECTRIC COOPERATIVE ASSOCIATION 201 TOWNSEND STREET SUITE 900 LANSING MI 489331529 382214287 501 (C)(6) 19200 0 EDUCATIONAL FUND-LEARNING MANAGEMENT SYSTEM FOR MEMBER COOPERATIVES MINNESOTA RURAL ELECTRIC ASSOCIATION 11640 - 73RD AVENUE NORTH MAPLE GROVE MN 55369 410417193 501 (C)(6) 25600 0 EDUCATIONAL FUND-BOARD LEADERSHIP CERTIFICATE DIRECTOR COURSES MONTANA ELECTRIC COOPERATIVES' ASSOCIATION PO BOX 1306 GREAT FALLS MT 59403 810229220 501 (C)(6) 19400 0 EDUCATIONAL FUND-THE TODAY'S MEMBERS PROGRAM AND NRECA YOUTH TOUR OF WASHINGTON, DC NEBRASKA RURAL ELECTRIC ASSOCIATION PO BOX 82048 LINCOLN NE 68501 470394033 501 (C)(6) 17800 0 EDUCATIONAL FUND-RURAL ELECTRIC YOUTH TOUR NEVADA RURAL ELECTRIC ASSOCIATION 1894 E WILLIAM STREET SUITE 4222 CARSON CITY NV 89701 880237046 501 (C)(6) 9200 0 EDUCATIONAL FUND-STATEWIDE SMART ENERGY PROGRAM NEW MEXICO RURAL ELECTRIC COOPERATIVE ASSOCIATION 614 DON GASPAR AVENUE SANTA FE NM 87505 850155370 501 (C)(6) 23200 0 EDUCATIONAL FUND-EMPLOYEE AND DIRECTOR EDUCATION COURSES NEW YORK STATE RURAL ELECTRIC COOPERATIVE ASSOCIATION INC PO BOX 128 HARTWICK NY 133480128 161264464 501 (C)(6) 6200 0 EDUCATIONAL FUND-STUDENT PARTICIPATION - NRECA LEG. CONFERENCE NORTH CAROLINA ASSOCIATION OF ELECTRIC COOPERATIVES INC 3400 SUMNER BLVD RALEIGH NC 27616 561189186 501 (C)(6) 17200 0 EDUCATIONAL FUND-BRIGHT IDEAS EDUCATION GRANT PROGRAM NORTH DAKOTA ASSOCIATION OF RURAL ELECTRIC COOPERATIVES PO BOX 727 MANDAN ND 585540724 450231058 501 (C)(6) 12600 0 EDUCATIONAL FUND-EDUCATIONAL RESOURCES AND MEMBER EDUCATION NORTHEAST ASSOCIATION OF ELECTRIC COOPERATIVES INC PO BOX 8 EAST MONTPELIER VT 05651 222153529 501 (C)(12) 20400 0 EDUCATIONAL FUND-MEMBER COOPERATIVES STUDENT DELEGATES SPONSORSHIP NRECA PO BOX 207434 DALLAS TX 753207434 530116145 501(C)(6) 193054 0 EDUCATIONAL FUND NRECA OHIO'S ELECTRIC COOPERATIVES 6677 BUSCH BOULEVARD COLUMBUS OH 43229 510174617 501 (C)(6) 21400 0 EDUCATIONAL FUND-NRECA COURSES AND LEADERSHIP PROGRAMS OKLAHOMA ASSOCIATION OF ELECTRIC COOPERATIVES INC PO BOX 54309 OKLAHOMA CITY OK 731541309 730556236 501 (C)(6) 18600 0 EDUCATIONAL FUND-NRECA YOUTH TOUR OF WASHINGTON, DC OREGON RURAL ELECTRIC COOPERATIVE ASSOCIATION 8565 SW SALISH LANE SUITE 130 WILSONVILLE OR 970709674 930593238 501 (C)(6) 19600 0 EDUCATIONAL FUND-LEGISLATOR OUTREACH PROGRAM & DIRECTOR EDUCATION PENNSYLVANIA RURAL ELECTRIC ASSOCIATION PO BOX 1266 HARRISBURG PA 171081266 236291530 501 (C)(6) 21000 0 EDUCATIONAL FUND-PREA COMMUNICATIONS WORKSHOP SOUTH DAKOTA RURAL ELECTRIC ASSOCIATION INC PO BOX 1138 PIERRE SD 57501 460231254 501 (C)(12) 16200 0 EDUCATIONAL FUND-YOUTH EXCURSION TENNESSEE ELECTRIC COOPERATIVE ASSOCIATION PO BOX 100912 NASHVILLE TN 37224 620461379 501 (C)(6) 15600 0 EDUCATIONAL FUND-YOUTH LEADERSHIP SUMMIT TEXAS ELECTRIC COOPERATIVES INC 1122 COLORADO ST STE 2400 AUSTIN TX 787012167 741007829 277 47800 0 EDUCATIONAL FUND-YOUR TOUR MAGAZINE AND TEXAS CO-OP POWER TOOL KIT THE ASSOCIATION OF ILLINOIS ELECTRIC COOPERATIVES PO BOX 3787 SPRINGFIELD IL 627083787 370159736 501 (C)(6) 48000 0 EDUCATIONAL FUND-EDUCATIONAL PROGRAMS ASSOCIATION OF LOUISIANA ELECTRIC COOPERATIVES INC 10725 AIRLINE HIGHWAY BATON ROUGE LA 708164299 720400467 501 (C)(6) 9800 0 EDUCATIONAL FUND-RURAL ELECTRIC COOPERATIVES YOUTH TOUR THE ELECTRIC COOPERATIVES OF SOUTH CAROLINA INC 808 KNOX ABBOTT DRIVE CAYCE SC 29033 570308664 501 (C)(6) 15800 0 EDUCATIONAL FUND-EMPLOYEE AND DIRECTOR EDUCATION COURSES UTAH RURAL ELECTRIC ASSOCIATION INC 10714 SOUTH JORDAN GATEWAY SUITE 300 SOUTH JORDAN UT 84095 870402010 501 (C)(6) 8400 0 EDUCATION FUND-NEW LEGISLATOR EDUCATION PROGRAM VA MD & DE ASSOCIATION OF ELECTRIC COOPERATIVES 4201 DOMINION BLVD SUITE 101 GLEN ALLEN VA 23060 540553861 501 (C)(6) 20200 0 EDUCATIONAL FUND-BOARD TRAINING AND EDUCATION WASHINGTON RURAL ELECTRIC COOPERATIVE ASSOCIATION PO BOX 7219 OLYMPIA WA 98507 911236389 501 (C)(6) 14000 0 EDUCATIONAL FUND-WRECA ANNUAL MEETING WISCONSIN ELECTRIC COOPERATIVE ASSOCIATION 222 WEST WASHINGTON AVENUE SUITE 680 MADISON WI 537032719 391128018 501 (C)(6) 42200 0 EDUCATIONAL FUND-WISCONSIN YOUTH LEADERSHIP CONGRESS WYOMING RURAL ELECTRIC ASSOCIATION 2312 CAREY AVENUE CHEYENNE WY 820013627 830207211 501 (C)(12) 11800 0 EDUCATIONAL FUND-SPONSOR YOUTH TOUR & LEAD AGRICULTURAL PROGRAM 0 41 PART I, LINE 2: INTEGRITY FUND IN ORDER TO BE CONSIDERED FOR A GRANT FROM THE INTEGRITY FUND, A RURAL ELECTRIC SYSTEM MUST ESTABLISH THAT THERE IS AT LEAST ONE OF THE FOLLOWING THREE THREATS TO THE INTEGRITY OF ITS SYSTEM: (I) ALL, OR A SIGNIFICANT PORTION, OF ITS GEOGRAPHICALLY DEFINED TERRITORY OR SPECIFICALLY IDENTIFIED PRESENT OR ANTICIPATED CONSUMERS AND/OR ELECTRIC FACILITIES FACE A THREAT OF ACQUISITION BY A COMPETING ENTITY, (II) THE COOPERATIVE FACES A THREAT OF ITS RIGHT TO OFFER NON-ELECTRIC ENERGY SERVICES TO CONSUMERS, OR (III) THE COOPERATIVE IS FACING REGULATORY, JUDICIAL OR LEGISLATIVE CHALLENGES THAT THREATEN ITS EXISTENCE UNDER THE COOPERATIVE BUSINESS MODEL. EDUCATION FUND -- EACH STATEWIDE ASSOCIATION AND ELIGIBLE REGIONAL ASSOCIATION WILL SUBMIT AN APPLICATION FORM DESCRIBING THE PROGRAM FOR WHICH THE GRANT WILL BE USED. CFC CALCULATES THE AMOUNT ALLOTTED TO EACH APPLICANT DURING THE FISCAL YEAR BASED UPON THE TOTAL NUMBER OF CO-OPS WHICH ARE MEMBERS OF CFC AND OF THE ASSOCIATION, WITH RESPECT TO STATEWIDE ASSOCIATIONS, THE NUMBER OF STATES EACH APPLICANT REPRESENTS, AND THE NUMBER OF CO-OPS THAT ARE 100% CFC BORROWERS. THE SENIOR VICE PRESIDENT OF CFC'S CORPORATE RELATIONS GROUP APPROVES THE APPLICATIONS MADE BY THE ASSOCIATIONS. CHARITABLE CONTRIBUTIONS -- CFC OCCASIONALLY MAKES DONATIONS TO 501(C)(3) TAX-EXEMPT ORGANIZATIONS FOR CHARITABLE PURPOSES. WHEN DOING SO, IT RECEIVES A DONOR ACKNOWLEDGMENT LETTER WHICH IT MAINTAINS AS DOCUMENTATION OF THIS DONATION. IF ANY DONATIONS OR GRANTS ARE MADE FOR A PARTICULAR CHARITABLE PURPOSE, CFC REQUIRES THAT THE GRANTEE PROVIDE THE ORGANIZATION WITH REPORTS OF EXPENDITURES SO THAT CFC IS ABLE TO CONFIRM THAT THE FUNDS WERE EXPENDED FOR THE INTENDED PURPOSE. X X 1 0 X X X X X X 1 1 0 0 0 0 0 1 0 JONATHON ANDREW DON CEO 767528 0 156500 0 1519179 0 191339 0 31462 0 2666008 0 1427415 0 SHELDON C PETERSEN UNTIL 521 FORMER CEO 382363 0 325178 0 734311 0 263034 0 8108 0 1712994 0 0 0 GREGORY STARHEIM UNTIL 521 FORMER SVP, BUS & IND DEV 175444 0 0 0 1274394 0 113094 0 14724 0 1577656 0 0 0 GRACEANN CLENDENEN UNTIL 621 SVP & CAO 139164 0 116270 0 785708 0 100787 0 18080 0 1160009 0 0 0 ROBERTA B ARONSON UNTIL 322 SVP & CORPORATE COUNSEL 430799 0 148645 0 254510 0 172515 0 8165 0 1014634 0 0 0 BRAD CAPTAIN SVP & CHIEF CORPORATE AFFAIRS OFFICE 356534 0 102372 0 48292 0 434916 0 4801 0 946915 0 0 0 JOEL ALLEN SVP, MEMBER SERVICES GROUP 411122 0 117750 0 33090 0 290310 0 34592 0 886864 0 0 0 ROBERT E GEIER JR UNTIL 522 VP AND CONTROLLER 263102 0 66286 0 28642 0 213209 0 11157 0 582396 0 0 0 YU LING WANG SVP & CFO 319681 0 66150 0 37625 0 127990 0 16841 0 568287 0 0 0 RICHARD PERREAULT VP AND CIO 307811 0 84437 0 17112 0 80385 0 35922 0 525667 0 0 0 GARY A BRADBURY SVP, CORPORATE SERVICES 287263 0 70000 0 21885 0 103255 0 35127 0 517530 0 0 0 JOHN FREDERICK SUTER VP, ECONOMIC RESEARCH 235303 0 63876 0 29930 0 129338 0 36089 0 494536 0 0 0 GHOLAM M SALEH SVP & CHIEF RISK OFFICER 316752 0 64602 0 18626 0 61236 0 26901 0 488117 0 0 0 JOHN M BORAK UNTIL 721 SVP, CREDIT RISK MANAGEMEN 149993 0 87019 0 124997 0 104050 0 8444 0 474503 0 0 0 LAWRENCE SAUNDERS VP, CREDIT RISK MANAGEMENT 264202 0 71452 0 9576 0 101617 0 25756 0 472603 0 0 0 DAVID W OLAH VP, PORTFOLIO MANAGEMENT 244227 0 58892 0 7518 0 115223 0 29964 0 455824 0 0 0 AMY S LUONGO VP, PORTFOLIO MANAGEMENT 248172 0 65680 0 20792 0 93206 0 17253 0 445103 0 0 0 ALLYN J AMATO UNTIL 1121 VP & DEP GEN COUNSEL 260421 0 74665 0 54341 0 5800 0 25643 0 420870 0 0 0 W DANIEL CAWOOD VP, PORTFOLIO MANAGEMENT 228530 0 57880 0 11831 0 86190 0 34504 0 418935 0 0 0 ROBIN REED UNTIL 521 FORMER SVP, LOAN OPERATIONS 130866 0 94321 0 64894 0 77883 0 7822 0 375786 0 0 0 JILL MAISON AS OF 621 VP, PORTFOLIO MANAGEMENT 196749 0 44324 0 28753 0 97939 0 4329 0 372094 0 0 0 NATHAN HOWARD AS OF 422 SVP & GENERAL COUNSEL 212102 0 48378 0 13058 0 43835 0 1344 0 318717 0 0 0 VU LY AS OF 1121 VP, CAPITAL MARKETS 158742 0 41385 0 20766 0 47282 0 33581 0 301756 0 0 0 DOYLE JAY HANSON UNTIL 521 FORMER DIRECTOR 27083 0 0 0 0 0 0 0 0 0 27083 0 0 0 JIMMY A LAFOY UNTIL 521 FORMER DIRECTOR 25000 0 0 0 0 0 0 0 0 0 25000 0 0 0 BRADLEY J SCHARDIN UNTIL 521 FORMER DIRECTOR 25000 0 0 0 0 0 0 0 0 0 25000 0 0 0 TODD P WARE UNTIL 521 FORMER DIRECTOR 25000 0 0 0 0 0 0 0 0 0 25000 0 10000 0 PART I, LINE 1A THE PERQUISITES PROVIDED TO THE CEO ARE LIMITED TO AN ANNUAL AUTOMOBILE ALLOWANCE AS WELL AS AN ANNUAL SPOUSAL AIR TRAVEL ALLOWANCE. ADDITIONALLY, MR. DON MAY RECEIVE AN ANNUAL EXECUTIVE PHYSICAL PAID FOR BY CFC. BECAUSE THE CEO IS FREQUENTLY REQUIRED TO TRAVEL TO MEMBER SITES IN RURAL PARTS OF THE COUNTRY, THE BOARD OF DIRECTORS HAS AUTHORIZED HIM TO OCCASIONALLY UTILIZE A PRIVATE PLANE SERVICE TO FACILITATE EXTENSIVE BUSINESS TRAVEL. THIS SERVICE HAS BEEN USED INFREQUENTLY AND IS SOLELY FOR BUSINESS PURPOSES. PART I, LINE 1B TO PROVIDE THE ANNUAL AUTOMOBILE AND SPOUSAL AIR TRAVEL PERQUISITES IN AN EFFICIENT FASHION, THE BOARD AUTHORIZED AN ANNUAL ALLOWANCE RATHER THAN PROVIDING UNLIMITED REIMBURSEMENT OR USE OF A COMPANY-OWNED VEHICLE. THE AMOUNT OF EACH ALLOWANCE IS AUTHORIZED ANNUALLY BY THE BOARD AND IS DETERMINED BASED ON THE ESTIMATED COST FOR OPERATION AND MAINTENANCE OF AN AUTOMOBILE AND THE ANTICIPATED COST OF AIR TRAVEL BY MR. DON'S SPOUSE. THESE PAYMENTS WERE TREATED AS TAXABLE COMPENSATION. CFC DOES NOT HAVE A FORMAL POLICY REGARDING THESE PAYMENTS OR REIMBURSEMENT OF THESE EXPENSES. ALL OTHER APPROPRIATE BUSINESS EXPENSES INCURRED ARE SUBJECT TO AND REIMBURSED BY A FORMAL WRITTEN PLAN. PART I, LINE 3 CFC'S COMPENSATION COMMITTEE (THE "COMMITTEE"), WHICH IS COMPRISED OF CFC EXECUTIVE COMMITTEE BOARD MEMBERS, DETERMINES AND APPROVES THE COMPENSATION OF CFC'S CEO. THE COMMITTEE ANNUALLY REVIEWS AND APPROVES APPROPRIATE CORPORATE GOALS AND OBJECTIVES RELATED TO THE CEO'S COMPENSATION AND EVALUATES PERFORMANCE IN LIGHT OF THOSE GOALS AND OBJECTIVES. THE CEO'S COMPENSATION IS COMPRISED OF BASE PAY, SHORT AND LONG TERM INCENTIVE COMPENSATION AND PERQUISITES. IN FISCAL YEAR 2022, AN INDEPENDENT CONSULTANT WAS ENGAGED BY THE COMMITTEE TO CONDUCT A COMPENSATION SURVEY AND PROVIDE COMPENSATION DATA FOR THE CEO POSITION USING PEER ORGANIZATIONS IDENTIFIED BY THE INDEPENDENT CONSULTANT THROUGH DISCUSSIONS WITH THE COMMITTEE. THE INDEPENDENT CONSULTANT INCLUDED COMPANIES IN THE COMPENSATION COMPARISON GROUP THAT WERE SIMILAR TO CFC IN ASSET SIZE, INDUSTRY AND BUSINESS DESCRIPTION. THE GROUP INCLUDED FINANCIAL INSTITUTIONS THAT ARE PRIVATE MARKET, COMMERCIAL AND/OR MISSION-DRIVEN LENDERS, OFFERING FULL SERVICE FINANCING, INVESTMENT AND RELATED SERVICES. THE COMPANIES TARGETED AS PEER COMPANIES INCLUDED TWO MEMBERS OF THE FARM CREDIT SYSTEM AND 11 REGIONAL BANKS OR FINANCIAL SERVICES COMPANIES. THESE COMPANIES WERE CHOSEN BECAUSE THEIR BUSINESSES ARE SIMILAR TO CFC'S. ALTHOUGH CFC IS NOT FOCUSED ON PROFITS LIKE THE INSTITUTIONS IN THE PEER GROUP, THE COMMITTEE BELIEVES THAT THESE COMPANIES EMPLOY EXECUTIVES THAT HAVE SKILLS AND EXPERTISE CONSISTENT WITH WHAT CFC WOULD SEEK IF IT HAD TO REPLACE THE CEO. THE INDEPENDENT CONSULTANT LED THE COMMITTEE THROUGH AN ASSESSMENT OF CEO COMPENSATION DATA AT THE COMPARISON GROUP COMPANIES. THE INDEPENDENT CONSULTANT'S DATA INCLUDED BOTH ACTUAL COMPENSATION AND TARGET COMPENSATION BASED ON INFORMATION OBTAINED FROM EACH COMPARATOR GROUP COMPANY'S MOST RECENT ANNUAL REPORT OR PROXY STATEMENT. THE ELEMENTS OF COMPENSATION REVIEWED INCLUDE CURRENT BASE SALARY AS WELL AS ANY ADDITIONAL BONUS, INCENTIVES OR SPECIAL AWARDS. THE COMMITTEE REVIEWED TOTAL COMPENSATION DATA FOR THE COMPARATOR GROUP FOR INFORMATIONAL PURPOSES AND USED THIS DATA SOLELY TO DETERMINE THE COMPETITIVENESS OF OUR CEO COMPENSATION. PART I, LINES 4A-B LINE 4A: THE FOLLOWING AMOUNT WAS PAID IN 2021 AT THE TIME OF SEPARATION TO: GREGORY STARHEIM $262,000 LINE 4B: CFC OFFERS A PENSION RESTORATION PLAN OR AN EXECUTIVE BENEFIT RESTORATION PLAN WHICH ARE SUPPLEMENTS TO THE RETIREMENT SECURITY PLAN TO ELIGIBLE EXECUTIVE OFFICERS OF THE COMPANY. BOTH 457(F) PLANS RESTORE THE VALUE OF THE RETIREMENT SECURITY PLAN FOR EACH OFFICER TO THE LEVEL IT WOULD BE IF THE IRS LIMITS ON ANNUAL PAY AND ANNUAL ANNUITY BENEFITS WERE NOT IN PLACE. THE BENEFIT AND PAYOUT FORMULA UNDER THESE RESTORATION COMPONENTS ARE SIMILAR TO THAT UNDER THE QUALIFIED PLAN COMPONENT. HOWEVER, SIX OF THE EXECUTIVE OFFICERS PARTICIPATING IN EITHER THE PENSION RESTORATION PLAN OR EXECUTIVE BENEFIT RESTORATION PLAN SATISFIED THE PROVISIONS ESTABLISHED TO RECEIVE THE BENEFIT FROM THESE PLANS. SINCE THESE OFFICERS NO LONGER HAD A RISK OF FORFEITURE OF THE BENEFITS UNDER THE PENSION RESTORATION PLAN, DISTRIBUTIONS WERE MADE FROM THE PLAN TO EACH ELIGIBLE EXECUTIVE OFFICER. FOR CALENDAR YEAR 2021 SIX OFFICERS HAD ACCRUED VESTED BENEFITS AND RECEIVED THE FOLLOWING DISTRIBUTION FROM THE PLANS DISCUSSED ABOVE: FROM THE PENSION RESTORATION PLAN SHELDON PETERSEN $494,077 JOHN BORAK $1,554 FROM THE EXECUTIVE BENEFIT RESTORATION PLAN ROBERTA ARONSON $203,682 GRACEANN CLENDENEN $666,897 ANDREW DON $1,437,198 GREGORY STARHEIM $907,463 PART I, LINE 7 WE PROVIDED ONE-TIME CASH PAYMENTS TO EACH OF THE EXECUTIVE OFFICERS, KEY EMPLOYEES AND HIGHLY COMPENSATED EMPLOYEES AS PART OF OUR SHORT-TERM AND LONG-TERM INCENTIVE PROGRAMS. CFC'S SHORT-TERM CASH INCENTIVE PROGRAM IS A ONE-YEAR CASH INCENTIVE THAT IS TIED TO THE ANNUAL PERFORMANCE OF THE ORGANIZATION AS A WHOLE. WE BELIEVE THAT BY PAYING A SHORT-TERM INCENTIVE TIED TO THE ACHIEVEMENT OF ANNUAL OPERATING GOALS, ALL EMPLOYEES, INCLUDING EXECUTIVE OFFICERS, WILL FOCUS THEIR EFFORTS ON THE MOST IMPORTANT STRATEGIC OBJECTIVES WHICH HELP US TO FULFILL OUR MISSION TO OUR MEMBERS AND OUR OBLIGATIONS TO THE FINANCIAL MARKETS. THE SHORT-TERM INCENTIVE PROGRAM PROVIDES ANNUAL CASH INCENTIVE OPPORTUNITIES BASED UPON THE LEVEL OF THE POSITION WITHIN OUR BASE PAY STRUCTURE, RANGING FROM 15 PERCENT TO 25 PERCENT OF BASE PAY. EXECUTIVE OFFICERS ARE ELIGIBLE TO RECEIVE SHORT-TERM CASH INCENTIVE COMPENSATION UP TO 25 PERCENT OF THEIR BASE PAY. KEY EMPLOYEES AND HIGHLY COMPENSATED EMPLOYEES ARE ELIGIBLE TO RECEIVE SHORT-TERM CASH INCENTIVE COMPENSATION UP TO 20 PERCENT OF THEIR BASE PAY. THE LONG-TERM INCENTIVE PROGRAM IS A THREE-YEAR PLAN THAT IS TIED TO CFC'S LONG-TERM STRATEGIC OBJECTIVES. THE LONG-TERM INCENTIVE PROGRAM WAS IMPLEMENTED TO CREATE DYNAMIC TENSION BETWEEN SHORT-TERM OBJECTIVES AND LONG-TERM GOALS. EXECUTIVE OFFICERS, KEY EMPLOYEES AND HIGHLY COMPENSATED EMPLOYEES ARE ELIGIBLE TO PARTICIPATE IN THE PLAN AND RECEIVE PERFORMANCE UNITS THAT ARE CALCULATED AT 20% - 25% OF BASE PAY. THE VALUE OF THE PERFORMANCE UNITS WILL RANGE FROM $0 TO $150 PER PERFORMANCE UNIT ACCORDING TO THE LEVEL OF NATIONAL RURAL'S ISSUER CREDIT RATINGS BY THE RATING AGENCIES. FORM 990, PART VI, SECTION A, LINE 6 NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION IS A MEMBERSHIP ORGANIZATION. AS OF MAY 31, 2022, THERE WERE 1,018 MEMBERS AND ASSOCIATES. MEMBERSHIP INCLUDED: CLASS A. THERE WERE 842 CLASS A MEMBERS - COOPERATIVE OR NONPROFIT CORPORATIONS, PUBLIC CORPORATIONS, UTILITY DISTRICTS, AND OTHER PUBLIC BODIES, WHICH HAVE RECEIVED OR ARE ELIGIBLE TO RECEIVE A LOAN OR COMMITMENT FOR A LOAN FROM THE RUS OR ANY SUCCESSOR AGENCY, AND WHICH ARE ENGAGED OR PLANNING TO ENGAGE IN THE FURNISHING OF UTILITY SERVICES TO THEIR MEMBERS AND PATRONS FOR THEIR USE AS ULTIMATE CONSUMERS. CLASS B. THERE WERE 68 CLASS B MEMBERS - COOPERATIVE OR NONPROFIT CORPORATIONS WHICH ARE FEDERATIONS OF CLASS A MEMBERS OR OF OTHER CLASS B MEMBERS, OR BOTH, OR WHICH ARE OWNED AND CONTROLLED BY CLASS A MEMBERS OR BY OTHER CLASS B MEMBERS, OR BOTH, AND WHICH ARE ENGAGED OR PLANNING TO ENGAGE IN THE FURNISHING OF UTILITY SERVICES PRIMARILY TO CLASS A MEMBERS OR OTHER CLASS B MEMBERS. CLASS C. THERE WERE 62 CLASS C MEMBERS - STATEWIDE AND REGIONAL ASSOCIATIONS WHICH ARE WHOLLY-OWNED OR CONTROLLED BY CLASS A MEMBERS OR CLASS B MEMBERS, OR BOTH, OR WHICH ARE WHOLLY-OWNED SUBSIDIARIES OF A CFC MEMBER, AND WHICH DO NOT FURNISH UTILITY SERVICES BUT WHICH SUPPLY OTHER FORMS OF SERVICE TO THEIR MEMBERS. CLASS D THERE WAS 1 CLASS D MEMBER. CLASS D MEMBERS ARE NATIONAL ASSOCIATIONS OF COOPERATIVES COMPRISED OF CLASS A, CLASS B AND CLASS C MEMBERS. IN ORDER TO BE ELIGIBLE FOR MEMBERSHIP TO CFC, A NATIONAL ASSOCIATION MUST HAVE, AT THE TIME OF ADMISSION TO CFC, MEMBER COOPERATIVES DOMICILED IN AT LEAST 80% OF THE STATES OF THE UNITED STATES. IN ADDITION TO MEMBERS, ASSOCIATES (NUMBERING 45) ARE NOT-FOR-PROFIT ENTITIES ORGANIZED ON A COOPERATIVE BASIS WHICH ARE OWNED, CONTROLLED OR OPERATED BY CLASS A, B OR C MEMBERS AND WHICH PROVIDE NON-ELECTRIC SERVICES PRIMARILY FOR THE BENEFIT OF CONSUMERS. ASSOCIATES ARE NOT ENTITLED TO VOTE AT ANY MEETING OF THE MEMBERS AND ARE NOT ELIGIBLE TO BE REPRESENTED ON OUR BOARD OF DIRECTORS. FORM 990, PART VI, SECTION A, LINE 7A CFC'S MEMBERS ARE DIVIDED INTO ELEVEN DISTRICTS. EACH DISTRICT APPOINTS TWO DIRECTORS. THE NATIONAL RURAL ELECTRIC COOPERATIVE ASSOCIATION ("NRECA"), AS THE SOLE CLASS D MEMBER, APPOINTS TWO DIRECTORS FOR DISTRICT 11. FOR DISTRICTS 1 THROUGH 10, THE TWO DIRECTORS MUST INCLUDE ONE DIRECTOR, WHO IS A TRUSTEE OR DIRECTOR OF A MEMBER ORGANIZED WITHIN THE DISTRICT, AND ONE, WHO IS A MANAGER OF A MEMBER ORGANIZATION WITHIN THE DISTRICT; PROVIDED THAT, EXCEPT FOR DISTRICT 11, AND IN THE CASE WHERE ONLY ONE STATE IS LOCATED IN A DISTRICT, NO TWO DIRECTORS CAN REPRESENT MEMBERS WITH THEIR HEADQUARTERS IN THE SAME STATE. ALL CFC DIRECTORS OTHER THAN THE TWO DIRECTORS DESIGNATED BY NRECA ARE ELECTED FOR A THREE YEAR TERM AND CAN SERVE A MAXIMUM OF TWO CONSECUTIVE TERMS. UPON EXPIRATION OF THE TERM OF A DIRECTOR, MEMBERS FROM THAT DISTRICT ELECT A DIRECTOR THAT MEETS THE QUALIFICATIONS OUTLINED ABOVE TO REPRESENT THEM ON CFC'S BOARD. IF THE BOARD OF DIRECTORS IN ITS DISCRETION SO DETERMINES, THEN THERE MAY BE ONE ADDITIONAL DIRECTOR ELECTED BY THE MEMBERS TO SERVE ON THE BOARD OF DIRECTORS FROM TIME TO TIME WHO MEETS THE QUALIFICATIONS AS MAY BE REQUIRED BY THE SECURITIES AND EXCHANGE COMMISSION, A GOVERNMENTAL AGENCY OR AUTHORITY, OR A NATIONAL STOCK EXCHANGE TO SERVE AS AN AUDIT COMMITTEE FINANCIAL EXPERT. FORM 990, PART VI, SECTION A, LINE 7B PURSUANT TO THE BUSINESS ORGANIZATIONS CODE OF THE DISTRICT OF COLUMBIA, CFC MEMBERS MUST APPROVE THE SALE OR DISPOSITION OF MORE THAN 75% OF THE COMPANY'S ASSETS, MERGERS FOR WHICH THE COMPANY WILL NOT BE THE SURVIVING ENTITY, AND THE DISSOLUTION OF THE COMPANY. FORM 990, PART VI, SECTION B, LINE 11B THE BOARD OF DIRECTORS OF CFC REVIEWED THE 2021 FORM 990 FOR FISCAL YEAR ENDED MAY 31, 2022 AT A REGULARLY SCHEDULED BOARD MEETING PRIOR TO FILING THE FORM 990 WITH THE INTERNAL REVENUE SERVICE. A DRAFT OF THE FORM 990 WAS PREPARED BY CFC STAFF, REVIEWED BY INTERNAL COUNSEL AND SENIOR MANAGEMENT, REVIEWED BY EXTERNAL TAX ADVISORS, KPMG LLP, AND PRESENTED TO THE BOARD FOR REVIEW. A DETAILED PRESENTATION ABOUT THE FORM 990 WAS MADE BY CFC STAFF TO THE BOARD AT A REGULARLY SCHEDULED BOARD MEETING. FORM 990, PART VI, SECTION B, LINE 12C OUR BOARD OF DIRECTORS HAS ESTABLISHED A WRITTEN POLICY GOVERNING RELATED-PERSON TRANSACTIONS. THE POLICY COVERS TRANSACTIONS BETWEEN CFC AND ITS DIRECTORS, EXECUTIVE OFFICERS OR KEY EMPLOYEES AND THEIR IMMEDIATE FAMILY MEMBERS AND ENTITIES OF WHICH ANY OF OUR DIRECTORS, EXECUTIVE OFFICERS OR KEY EMPLOYEES (I) IS AN OFFICER, DIRECTOR, TRUSTEE, ALTERNATIVE DIRECTOR OR TRUSTEE OR EMPLOYEE, (II) CONTROLS OR (III) HAS A SUBSTANTIAL INTEREST. UNDER THIS POLICY, A RELATED-PERSON TRANSACTION IS ANY TRANSACTION IN EXCESS OF $120,000 IN WHICH CFC WAS, IS OR IS PROPOSED TO BE A DIRECT OR INDIRECT PARTICIPANT IN WHICH A RELATED PERSON HAD, HAS OR WILL HAVE A DIRECT OR INDIRECT MATERIAL INTEREST IN THE TRANSACTION. RELATED-PERSON TRANSACTIONS ARE SUBJECT TO REVIEW BY THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS (EXCLUDING ANY INTERESTED DIRECTOR), BASED ON WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO CFC AND CONSISTENT WITH THE BEST INTERESTS OF CFC AND ITS MEMBERS. RELATED CREDITS ARE EXTENSIONS OF CREDIT TO, OR FOR THE BENEFIT OF, RELATED PERSONS AND ENTITIES THAT ARE MADE ON SUBSTANTIALLY THE SAME TERMS AS, AND FOLLOW UNDERWRITING PROCEDURES THAT ARE NO LESS STRINGENT THAN, THOSE PREVAILING AT THE TIME FOR COMPARABLE TRANSACTIONS GENERALLY OFFERED BY CFC. RELATED CREDITS ARE NOT SUBJECT TO THE PROCEDURES FOR TRANSACTIONS WITH RELATED PERSONS BECAUSE WE WERE ESTABLISHED FOR THE VERY PURPOSE OF EXTENDING FINANCING TO OUR MEMBERS. WE, THEREFORE, ENTER INTO LOAN AND GUARANTEE TRANSACTIONS WITH MEMBERS OF WHICH OUR OFFICERS AND DIRECTORS ARE OFFICERS, DIRECTORS, TRUSTEES, ALTERNATIVE DIRECTORS OR TRUSTEES, OR EMPLOYEES IN THE ORDINARY COURSE OF OUR BUSINESS. ALL RELATED CREDITS ARE REVIEWED FROM TIME TO TIME BY OUR INTERNAL CORPORATE CREDIT COMMITTEE, WHICH MONITORS OUR EXTENSIONS OF CREDIT, AND OUR INDEPENDENT THIRD-PARTY REVIEWER, WHICH REVIEWS OUR CREDIT-EXTENSION POLICIES ON AN ANNUAL BASIS. ALL LOANS, INCLUDING RELATED CREDITS, ARE APPROVED IN ACCORDANCE WITH AN INTERNAL CREDIT APPROVAL MATRIX, WITH EACH LEVEL OF RISK OR EXPOSURE POTENTIALLY ESCALATING THE REQUIRED APPROVAL FROM OUR LENDING STAFF TO MANAGEMENT, A CREDIT COMMITTEE OR THE BOARD OF DIRECTORS. TO ENSURE COMPLIANCE WITH THIS POLICY, NO RELATED PERSONS MAY BE PRESENT IN PERSON OR BY TELECONFERENCE WHILE A RELATED CREDIT IS BEING CONSIDERED. UNDER NO CIRCUMSTANCES MAY WE EXTEND CREDIT TO A RELATED PERSON OR ANY OTHER PERSON IN THE FORM OF A PERSONAL LOAN. AS A COOPERATIVE, CFC WAS ESTABLISHED FOR THE VERY PURPOSE OF EXTENDING FINANCING TO ITS MEMBERS, FROM WHICH OUR DIRECTORS MUST BE DRAWN. LOANS AND GUARANTEES TO MEMBER SYSTEMS OF WHICH DIRECTORS OF CFC ARE OFFICERS, DIRECTORS, TRUSTEES, ALTERNATIVE DIRECTORS OR TRUSTEES, OR EMPLOYEES, ARE MADE IN THE ORDINARY COURSE OF CFC BUSINESS ON THE SAME TERMS, INCLUDING INTEREST RATES AND COLLATERAL, AS THOSE PREVAILING AT THE TIME FOR COMPARABLE TRANSACTIONS WITH OTHER MEMBERS AND THAT DO NOT INVOLVE MORE THAN NORMAL RISK OF UNCOLLECTIBILITY OR PRESENT OTHER UNFAVORABLE FEATURES. IT IS ANTICIPATED THAT, CONSISTENT WITH ITS LOAN AND GUARANTEE POLICIES IN EFFECT FROM TIME TO TIME, ADDITIONAL LOANS AND GUARANTEES WILL BE MADE BY CFC TO MEMBER SYSTEMS AND TRADE AND SERVICE ORGANIZATIONS OF WHICH DIRECTORS OF CFC OR THEIR IMMEDIATE FAMILY MEMBERS (I) ARE OFFICERS, DIRECTORS, TRUSTEES, ALTERNATIVE DIRECTORS OR TRUSTEES OR EMPLOYEES, (II) CONTROL OR (III) HAVE A SUBSTANTIAL BENEFICIAL INTEREST. CFC HAS ADOPTED A POLICY WHEREBY SUBSTANTIALLY ALL EXTENSIONS OF CREDIT TO SUCH ENTITIES ARE APPROVED ONLY BY THE DISINTERESTED DIRECTORS. ADDITIONALLY, CURRENT EXECUTIVE OFFICERS AND DIRECTORS, FORMER EXECUTIVE OFFICERS AND DIRECTORS, AND KEY EMPLOYEES ARE REQUIRED TO ANSWER QUESTIONS IN AN ANNUAL DIRECTOR AND OFFICER SURVEY IN ORDER TO IDENTIFY ANY RELATIONSHIPS OR TRANSACTIONS THAT MUST BE REPORTED ON CFC'S FORM 990, INCLUDING BUSINESS TRANSACTIONS BETWEEN CFC AND AN INTERESTED PERSON INVOLVING MORE THAN $10,000. FORM 990, PART VI, SECTION B, LINE 15A CFC'S COMPENSATION COMMITTEE (THE "COMMITTEE"), WHICH IS COMPRISED OF CFC EXECUTIVE COMMITTEE BOARD MEMBERS, DETERMINES AND APPROVES THE COMPENSATION OF CFC'S CEO. THE COMMITTEE ANNUALLY REVIEWS AND APPROVES APPROPRIATE CORPORATE GOALS AND OBJECTIVES RELATED TO THE CEO'S COMPENSATION AND EVALUATES PERFORMANCE IN LIGHT OF THOSE GOALS AND OBJECTIVES. THE CEO'S COMPENSATION IS COMPRISED OF BASE PAY, SHORT AND LONG TERM INCENTIVE COMPENSATION AND PERQUISITES. IN FISCAL YEAR 2022, AN INDEPENDENT CONSULTANT WAS ENGAGED BY THE COMMITTEE TO CONDUCT A COMPENSATION SURVEY AND PROVIDE COMPENSATION DATA FOR THE CEO POSITION USING PEER ORGANIZATIONS IDENTIFIED BY THE INDEPENDENT CONSULTANT THROUGH DISCUSSIONS WITH THE COMMITTEE. THE INDEPENDENT CONSULTANT INCLUDED COMPANIES IN THE COMPENSATION COMPARISON GROUP THAT WERE SIMILAR TO CFC IN ASSET SIZE, INDUSTRY AND BUSINESS DESCRIPTION. THE GROUP INCLUDED FINANCIAL INSTITUTIONS THAT ARE PRIVATE MARKET, COMMERCIAL AND/OR MISSION-DRIVEN LENDERS, OFFERING FULL SERVICE FINANCING, INVESTMENT AND RELATED SERVICES. THE COMPANIES TARGETED AS PEER COMPANIES INCLUDED TWO MEMBERS OF THE FARM CREDIT SYSTEM AND 11 REGIONAL BANKS OR FINANCIAL SERVICES COMPANIES. THESE COMPANIES WERE CHOSEN BECAUSE THEIR BUSINESSES ARE SIMILAR TO CFC'S. ALTHOUGH CFC IS NOT FOCUSED ON PROFITS LIKE THE INSTITUTIONS IN THE PEER GROUP, THE COMMITTEE BELIEVES THAT THESE COMPANIES EMPLOY EXECUTIVES THAT HAVE SKILLS AND EXPERTISE CONSISTENT WITH WHAT CFC WOULD SEEK IF IT HAD TO REPLACE THE CEO. THE INDEPENDENT CONSULTANT LED THE COMMITTEE THROUGH AN ASSESSMENT OF CEO COMPENSATION DATA AT THE COMPARISON GROUP COMPANIES. THE INDEPENDENT CONSULTANT'S DATA INCLUDED BOTH ACTUAL COMPENSATION AND TARGET COMPENSATION BASED ON INFORMATION OBTAINED FROM EACH COMPARATOR GROUP COMPANY'S MOST RECENT ANNUAL REPORT OR PROXY STATEMENT. THE ELEMENTS OF COMPENSATION REVIEWED INCLUDE CURRENT BASE SALARY AS WELL AS ANY ADDITIONAL BONUS, INCENTIVES OR SPECIAL AWARDS. THE COMMITTEE REVIEWED TOTAL COMPENSATION DATA FOR THE COMPARATOR GROUP FOR INFORMATIONAL PURPOSES AND USED THIS DATA SOLELY TO DETERMINE THE COMPETITIVENESS OF OUR CEO COMPENSATION. CFC'S SHORT-TERM CASH INCENTIVE PROGRAM IS A ONE-YEAR CASH INCENTIVE THAT IS TIED TO THE ANNUAL PERFORMANCE OF THE ORGANIZATION AS A WHOLE. CORPORATE PERFORMANCE IS MEASURED USING A BALANCED SCORECARD APPROVED BY THE BOARD OF DIRECTORS PRIOR TO THE START OF THE FISCAL YEAR. THE BALANCED SCORECARD IS A PERFORMANCE MANAGEMENT TOOL. EVERY EMPLOYEE PARTICIPATES IN THE SHORT-TERM INCENTIVE PROGRAM, AND THE CORPORATE STRATEGIC GOALS ARE THE SAME FOR ALL EMPLOYEES, INCLUDING THE EXECUTIVE OFFICERS. THE BOARD OF DIRECTORS ESTABLISHES CORPORATE GOALS AND MEASURES THAT THEY BELIEVE ARE ACHIEVABLE ONLY IF EACH INDIVIDUAL PERFORMS WELL IN HIS OR HER ROLE AND CFC MEETS ITS INTERNAL BUSINESS PLAN GOALS. THE SHORT-TERM INCENTIVE PROGRAM PROVIDES ANNUAL CASH INCENTIVE OPPORTUNITIES BASED UPON THE LEVEL OF THE POSITION WITHIN CFC'S BASE PAY STRUCTURE, RANGING FROM 15% - 25% OF BASE PAY. THE CEO IS ELIGIBLE FOR AN ANNUAL INCENTIVE OPPORTUNITY AT 25% OF HIS BASE PAY. THE LONG-TERM INCENTIVE PROGRAM IS A THREE-YEAR PLAN THAT IS TIED TO CFC'S LONG-TERM STRATEGIC OBJECTIVES. THE MEASURE FOR ALL ACTIVE LONG-TERM INCENTIVE PLANS IS THE ACHIEVEMENT OF BOND RATING TARGETS FOR CFC'S ISSUER CREDIT RATING BY RATING AGENCIES: S & P GLOBAL, FITCH RATINGS INC., AND MOODY'S INVESTORS SERVICE. ELIGIBLE PARTICIPANTS IN THE PLAN CYCLE WILL RECEIVE PERFORMANCE UNITS THAT ARE CALCULATED AT 15% - 25% OF BASE PAY, DIVIDED BY THE TARGET OBJECTIVE. THE CEO'S PERFORMANCE UNITS ARE CALCULATED AT 25% OF HIS BASE PAY DIVIDED BY THE TARGET OBJECTIVE. THE COMMITTEE ALSO CONSIDERS PERQUISITES FOR THE CEO IN CONNECTION WITH ITS ANNUAL REVIEW OF THE CEO'S TOTAL COMPENSATION PACKAGE DESCRIBED ABOVE. THE PERQUISITES PROVIDED TO THE CEO ARE LIMITED TO AN ANNUAL AUTOMOBILE ALLOWANCE AS WELL AS AN ANNUAL SPOUSAL AIR TRAVEL ALLOWANCE. TO PROVIDE THESE PERQUISITES IN AN EFFICIENT FASHION, THE BOARD AUTHORIZED AN ANNUAL ALLOWANCE RATHER THAN AN UNLIMITED REIMBURSEMENT OR USE OF A COMPANY-OWNED VEHICLE. THE AMOUNT OF EACH ALLOWANCE WAS AUTHORIZED ANNUALLY BY THE BOARD AND WAS DETERMINED BASED ON THE ESTIMATED COST FOR OPERATION AND MAINTENANCE OF AN AUTOMOBILE AND THE ANTICIPATED COST OF AIR TRAVEL BY THE CEO'S SPOUSE. ADDITIONALLY, CFC'S CEO MAY RECEIVE AN ANNUAL EXECUTIVE PHYSICAL PAID FOR BY CFC. ALL OTHER BUSINESS EXPENSES INCURRED BY THE CEO ARE REIMBURSED IN ACCORDANCE WITH CORPORATE PRACTICES. THE COMMITTEE DELEGATES THE POWER TO REVIEW AND APPROVE ALL EMPLOYEE COMPENSATION TO THE CEO, WHO EXERCISES HIS JUDGMENT TO SET THE ANNUAL BASE PAY FOR THE OTHER EXECUTIVE OFFICERS AND KEY EMPLOYEES, AS WELL AS EACH EMPLOYEE BASED ON GENERAL MARKET DATA, OVERALL PERFORMANCE AND LEADERSHIP ACCOMPLISHMENTS. IN DETERMINING THE BASE COMPENSATION PAID TO CFC'S EXECUTIVE OFFICERS AND KEY EMPLOYEES, THE CEO REVIEWED NATIONAL, CREDIBLE COMPENSATION SURVEYS FOR FINANCIAL SERVICES ORGANIZATIONS OF SIMILAR ASSET SIZE TO OBTAIN A GENERAL UNDERSTANDING OF CURRENT COMPENSATION PRACTICES AND TO ENSURE THAT THE BASE PAY COMPONENT IS COMPETITIVE, MEANING GENERALLY WITHIN THE 50TH PERCENTILE OF COMPARATIVE PAY FOR SIMILAR POSITIONS. THE CEO DID NOT REVIEW OR CONSIDER THE UNDERLYING ORGANIZATIONS COMPRISING THE SURVEY INFORMATION, BUT INSTEAD CONSIDERED ONLY THE AGGREGATE COMPENSATION DATA. EACH EXECUTIVE OFFICER AND KEY EMPLOYEE IS ELIGIBLE TO PARTICIPATE IN CFC'S SHORT TERM AND LONG TERM INCENTIVE PLANS AS DESCRIBED ABOVE WITH RESPECT TO CFC'S CEO. CFC DOES NOT PROVIDE SIGNIFICANT PERQUISITES OR PERSONAL BENEFITS TO ITS EXECUTIVE OFFICERS OR KEY EMPLOYEES. FORM 990, PART VI, SECTION C, LINE 19 CFC'S ARTICLES OF INCORPORATION AND BYLAWS, AS AMENDED, AND ANNUAL AND PERIODIC FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC THROUGH THE SECURITIES AND EXCHANGE COMMISSION'S "SEC'S" WEBSITE AND ON CFC'S WEBSITE AT WWW.NRUCFC.COOP. CFC'S CONFLICT OF INTEREST POLICY, TITLED THE RELATED PERSONS TRANSACTIONS AND RELATED CREDITS POLICY, IS AVAILABLE ON CFC'S WEBSITE AT WWW.NRUCFC.COOP. CFC'S ARTICLES OF INCORPORATION ARE FILED AS EXHIBIT 3.1 TO ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED MAY 31, 2014 (FILED AUGUST 28, 2014). CFC'S BYLAWS ARE FILED AS EXHIBIT 3.2 TO THE FORM 10-Q FOR THE QUARTER ENDED AUGUST 31, 2020 (FILED ON OCTOBER 15, 2020). CFC'S ANNUAL AND PERIODIC FINANCIAL STATEMENTS ARE PERIODICALLY FILED WITH THE SEC ON FORM 10-K AND FORM 10-Q. FORM 990, PART VI, QUESTION 16B AS A LENDER, CFC, FROM TIME TO TIME, MAY HAVE TO FORECLOSE ON THE ASSETS OF A BORROWER. AS PART OF SUCH ACTIONS, THE COMPANY MAY RECEIVE INTERESTS IN JOINT VENTURES WITH TAXABLE ENTITIES. CFC TAKES SUCH INTERESTS ONLY IN ORDER TO MAXIMIZE ITS RECOVERY ON THE LOAN RECEIVABLE. CFC DOES NOT ENTER INTO JOINT VENTURES WITH TAXABLE ENTITIES AS PART OF ITS CORE LENDING BUSINESS. TO DATE, THE COMPANY'S INVESTMENT IN THESE JOINT VENTURES HAS BEEN NOMINAL. CFC HAS DEVELOPED A WRITTEN POLICY THAT REQUIRES THE COMPANY TO EVALUATE ITS PARTICIPATION IN JOINT VENTURE ARRANGEMENTS AND TAKE STEPS TO SAFEGUARD THE COMPANY'S 501(C)(4) TAX EXEMPT STATUS. FORM 990, PART XI, LINE 9: NET PATRONAGE CAPITAL RETIREMENT -57,564,603. DERIVATIVE FORWARD VALUE CHANGE 553,524,862. NET CHANGE IN OTHER OCI COMPONENTS 2,282,782. NET CHANGE IN MEMBERSHIP FEES 2,000. NET CHANGE IN INTEGRITY FUND -824,091. FORM 990, PART XII, LINE 2C WHILE THERE IS NO SEPARATE AUDIT PERFORMED OF THE CFC FINANCIAL STATEMENTS, THE CFC FINANCIAL STATEMENTS ARE CONSOLIDATED WITH THE STATEMENTS OF NATIONAL COOPERATIVE SERVICES CORPORATION AND RURAL TELEPHONE FINANCE COOPERATIVE. THE CONSOLIDATED FINANCIAL STATEMENTS ARE AUDITED. CFC'S AUDIT COMMITTEE IS SOLELY RESPONSIBLE FOR THE NOMINATION, APPROVAL, COMPENSATION, EVALUATION AND DISCHARGE OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS. THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS REPORT DIRECTLY TO THE AUDIT COMMITTEE AND THE AUDIT COMMITTEE IS RESPONSIBLE FOR THE RESOLUTION OF DISAGREEMENTS BETWEEN MANAGEMENT AND THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS. CONSISTENT WITH SEC REQUIREMENTS, THE AUDIT COMMITTEE HAS ADOPTED A POLICY TO PRE-APPROVE ALL AUDIT AND PERMISSIBLE NON-AUDIT SERVICES PROVIDED BY THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS. THE POLICY PROVIDES THAT PRE-APPROVAL IS NOT REQUIRED FOR TAX COMPLIANCE AND TAX PLANNING AND ADVICE ENGAGEMENTS FOR CFC AND ITS AFFILIATES PROVIDED THE FEES OF EACH SUCH ENGAGEMENT ARE NOT MORE THAN FIVE PERCENT OF TOTAL REVENUES PAID TO THE INDEPENDENT PUBLIC ACCOUNTANTS AND DO NOT IMPAIR THEIR INDEPENDENCE. THE COMMITTEE MEETS WITH OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, INTERNAL AUDITORS, CHIEF EXECUTIVE OFFICER AND FINANCIAL MANAGEMENT EXECUTIVES TO REVIEW THE SCOPE AND RESULTS OF AUDITS AND RECOMMENDATIONS MADE BY THOSE PERSONS WITH RESPECT TO INTERNAL AND EXTERNAL ACCOUNTING CONTROLS AND SPECIFIC ACCOUNTING AND FINANCIAL REPORTING ISSUES AND TO ASSESS CORPORATE RISK. THE BOARD HAS ADOPTED A WRITTEN CHARTER FOR THE AUDIT COMMITTEE WHICH MAY BE FOUND ON OUR WEBSITE, WWW.NRUCFC.COOP. THE PROCESS HAS NOT CHANGED FROM THE PRIOR PERIOD.