NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORP: Form 990, tax year 2012

View the entire original 990 at ProPublica ↗

Organization: NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORP (EIN 52-0891669)
Tax period: 2012-06-01 to 2013-05-31
Filed: 2014-03-06
IRS object ID: 201400659349300510
Schema version: 2012v2.1
Source: Download XML · Original 990 at ProPublica

Every field in the e-filed return. Faint text is the IRS element name, for citing.

Return header
Form 990
Schedule D
Schedule F
Schedule I
Schedule J
Schedule L
Schedule O
Schedule R

Return header ReturnHeader

Field	Value	IRS element (for citing)
Timestamp	2014-03-06T15:42:09-06:00	Timestamp
Tax Period End Date	2013-05-31	TaxPeriodEndDate

Preparer Firm PreparerFirm

Field	Value	IRS element (for citing)
EIN	135565207	EIN

Preparer Firm Business Name PreparerFirmBusinessName

Field	Value	IRS element (for citing)
Business Name Line1	KPMG LLP	BusinessNameLine1

Preparer Firm US Address PreparerFirmUSAddress

Field	Value	IRS element (for citing)
Address Line1	1676 INTERNATIONAL DRIVE	AddressLine1
City	MCLEAN	City
State	VA	State
ZIP Code	22102	ZIPCode

Field	Value	IRS element (for citing)
Return Type	990	ReturnType
Tax Period Begin Date	2012-06-01	TaxPeriodBeginDate

Filer Filer

Field	Value	IRS element (for citing)
EIN	520891669	EIN

Name Name

Field	Value	IRS element (for citing)
Business Name Line1	NATIONAL RURAL UTILITIES COOPERATIVE	BusinessNameLine1
Business Name Line2	FINANCE CORPORATION	BusinessNameLine2

Field	Value	IRS element (for citing)
Name Control	NATI	NameControl
Phone	7034671800	Phone

US Address USAddress

Field	Value	IRS element (for citing)
Address Line1	20701 COOPERATIVE WAY	AddressLine1
City	DULLES	City
State	VA	State
ZIP Code	20166	ZIPCode

Officer Officer

Field	Value	IRS element (for citing)
Name	J ANDREW DON	Name
Title	SVP AND CFO	Title
Phone	7034671800	Phone
Date Signed	2014-03-06	DateSigned
Authorize Third Party	0	AuthorizeThirdParty

Preparer Preparer

Field	Value	IRS element (for citing)
Name	SCOTT SHERMAN	Name
PTIN	P00451522	PTIN
Phone	7032868000	Phone

Field	Value	IRS element (for citing)
Tax Year	2012	TaxYear
Build TS	2015-11-30 17:44:51Z	BuildTS

Form 990 IRS990

Field	Value	IRS element (for citing)
Name Of Principal Officer Person	J ANDREW DON	NameOfPrincipalOfficerPerson

Address Principal Officer US AddressPrincipalOfficerUS

Field	Value	IRS element (for citing)
Address Line1	20701 COOPERATIVE WAY	AddressLine1
City	DULLES	City
State	VA	State
ZIP Code	20166	ZIPCode

Field	Value	IRS element (for citing)
Gross Receipts	1246514382	GrossReceipts
Group Return For Affiliates	0	GroupReturnForAffiliates
Organization501c	X	Organization501c
Web Site	WWW.NRUCFC.COOP	WebSite
Type Of Organization Corporation	X	TypeOfOrganizationCorporation
Year Formation	1969	YearFormation
State Legal Domicile	VA	StateLegalDomicile
Activity Or Mission Description	TAX EXEMPT COOPERATIVE ORGANIZATION PROVIDING FINANCING TO RURAL ELECTRIC COOPERATIVES	ActivityOrMissionDescription
Nbr Voting Members Governing Body	23	NbrVotingMembersGoverningBody
Nbr Independent Voting Members	23	NbrIndependentVotingMembers
Total Nbr Employees	242	TotalNbrEmployees
Total Nbr Volunteers	0	TotalNbrVolunteers
Total Gross UBI	0	TotalGrossUBI
Net Unrelated Business Txbl Income	0	NetUnrelatedBusinessTxblIncome
Contributions Grants Prior Year	0	ContributionsGrantsPriorYear
Contributions Grants Current Year	0	ContributionsGrantsCurrentYear
Program Service Revenue Prior Year	1240520159	ProgramServiceRevenuePriorYear
Program Service Revenue CY	1234946454	ProgramServiceRevenueCY
Investment Income Prior Year	3888007	InvestmentIncomePriorYear
Investment Income Current Year	6372192	InvestmentIncomeCurrentYear
Other Revenue Prior Year	5069000	OtherRevenuePriorYear
Other Revenue Current Year	5128000	OtherRevenueCurrentYear
Total Revenue Prior Year	1249477166	TotalRevenuePriorYear
Total Revenue Current Year	1246446646	TotalRevenueCurrentYear
Grants And Similar Amnts Prior Year	1378844	GrantsAndSimilarAmntsPriorYear
Grants And Similar Amnts CY	1290000	GrantsAndSimilarAmntsCY
Benefits Paid To Members Prior Year	0	BenefitsPaidToMembersPriorYear
Benefits Paid To Members CY	0	BenefitsPaidToMembersCY
Salaries Etc Prior Year	39879244	SalariesEtcPriorYear
Salaries Etc Current Year	55593958	SalariesEtcCurrentYear
Total Prof Fundrsng Exp Prior Year	0	TotalProfFundrsngExpPriorYear
Total Prof Fundrsng Exp CY	0	TotalProfFundrsngExpCY
Total Fundrsng Exp Current Year	0	TotalFundrsngExpCurrentYear
Other Expense Prior Year	1090366164	OtherExpensePriorYear
Other Expenses Current Year	970787391	OtherExpensesCurrentYear
Total Expenses Prior Year	1131624252	TotalExpensesPriorYear
Total Expenses Current Year	1027671349	TotalExpensesCurrentYear
Revenues Less Expenses Prior Year	117852914	RevenuesLessExpensesPriorYear
Revenues Less Expenses CY	218775297	RevenuesLessExpensesCY
Total Assets BOY	19889857994	TotalAssetsBOY
Total Assets EOY	22015161447	TotalAssetsEOY
Total Liabilities BOY	19400559170	TotalLiabilitiesBOY
Total Liabilities EOY	21209554141	TotalLiabilitiesEOY
Net Assets Or Fund Balances BOY	489298824	NetAssetsOrFundBalancesBOY
Net Assets Or Fund Balances EOY	805607306	NetAssetsOrFundBalancesEOY
Info In Schedule O Part III	X	InfoInScheduleOPartIII
Mission Description	TO BRIDGE THE FINANCIAL NEEDS OF THE RURAL ELECTRIC NETWORK WITH THE EXPECTATIONS OF THE GLOBAL CAPITAL MARKETS, ONE COOPERATIVE AT A TIME. NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION ("CFC") IS A MEMBER-OWNED COOPERATIVE ASSOCIATION INCORPORATED UNDER THE LAWS OF THE DISTRICT OF COLUMBIA IN APRIL 1969. CFC'S PRINCIPAL PURPOSE IS TO PROVIDE ITS MEMBERS WITH FINANCING TO SUPPLEMENT THE LOAN PROGRAMS OF THE RURAL UTILITIES SERVICE ("RUS") OF THE UNITED STATES DEPARTMENT OF AGRICULTURE. CFC MAKES LOANS PRIMARILY TO ITS RURAL ELECTRIC MEMBERS SO THEY CAN ACQUIRE, CONSTRUCT AND OPERATE ELECTRIC DISTRIBUTION, GENERATION, TRANSMISSION AND RELATED FACILITIES. CFC ALSO PROVIDES ITS MEMBERS WITH CREDIT ENHANCEMENTS IN THE FORM OF LETTERS OF CREDIT AND GUARANTEES OF DEBT OBLIGATIONS.	MissionDescription
Significant New Program Services	0	SignificantNewProgramServices
Significant Change	0	SignificantChange
Expense	924489005	Expense
Revenue	1240074454	Revenue
Description	INTEREST EXPENSE - CFC PROVIDES LOANS TO ITS MEMBERS, RURAL ELECTRIC COOPERATIVES AND THEIR RELATED ORGANIZATIONS. CFC RAISES FUNDS IN THE CAPITAL MARKETS AND PAYS A RATE OF RETURN COMMENSURATE WITH CURRENT ECONOMIC CONDITIONS FOR THE USE OF THOSE FUNDS. THESE BORROWED FUNDS PERMIT CFC TO MEET THE BORROWING NEEDS OF ITS MEMBERS SO THEY CAN CONTINUE TO PROVIDE ELECTRIC AND POWER SERVICE TO THE CONSUMERS AND BUSINESSES IN THE RURAL TERRITORIES SERVICED BY THOSE MEMBERS/BORROWERS. CFC OPERATES IN SUCH MANNER TO ACHIEVE THE LOWEST COST OF FUNDING AVAILABLE TO IT AND PASSES THE COSTS AND RESULTING SAVINGS ALONG TO ITS BORROWERS.	Description

Activity2 Activity2

Field	Value	IRS element (for citing)
Expense	10636230	Expense
Description	LOSS ON EARLY EXTINGUISHEMENT OF DEBT - WE REDEEM OUTSTANDING DEBT EARLY FROM TIME TO TIME TO MANAGE LIQUIDITY AND INTEREST RATE RISK. WHEN WE REDEEM OUTSTANDING DEBT EARLY, WE MAY RECOGNIZE A GAIN OR LOSS RELATED TO THE DIFFERENCE BETWEEN THE AMOUNT PAID TO REDEEM THE DEBT AND THE NET BOOK VALUE OF THE EXTINGUISHED DEBT AS A COMPONENT OF NON-INTEREST EXPENSE IN THE GAIN (LOSS) ON EARLY EXTINGUISHMENT OF DEBT LINE ITEM.ON MARCH 1, 2013, WE REDEEMED $300 MILLION OF OUR $900 MILLION, 5.50 PERCENT, COLLATERAL TRUST BONDS DUE JULY 1, 2013 AT A PREMIUM. THE PREMIUM AND UNAMORTIZED ISSUANCE COSTS TOTALING $5.2 MILLION WERE RECORDED AS A LOSS ON EXTINGUISHMENT OF DEBT DURING THE FOURTH QUARTER OF THE YEAR ENDED MAY 31, 2013. ON MAY 24, 2013, WE REDEEMED ALL OF OUR $88 MILLION OF SERIES NRC 6.10 PERCENT SUBORDINATED DEFERRABLE DEBT DUE 2044 AND ALL OF OUR $98 MILLION OF SERIES NRU 5.95 PERCENT SUBORDINATED DEFERRABLE DEBT DUE 2045 AT PAR. WE RECORDED A $5.4 MILLION LOSS ON THE EXTINGUISHMENT OF DEBT DURING THE FOURTH QUARTER OF FISCAL YEAR 2013 FOR THE UNAMORTIZED ISSUANCE COSTS.	Description

Activity3 Activity3

Field	Value	IRS element (for citing)
Expense	1290000	Expense
Grants	1290000	Grants
Description	GRANTS - AS A COOPERATIVE FORMED UNDER THE LAWS OF THE DISTRICT OF COLUMBIA, CFC IS REQUIRED TO ALLOCATE A MINIMUM OF 1/4 OF 1% OF ITS NET EARNINGS TO AN EDUCATIONAL FUND. COOPERATIVES ARE REQUIRED BY THIS ACT TO MAKE GRANTS IN SUPPORT OF EDUCATING THE PUBLIC ABOUT COOPERATIVE PRINCIPLES. THE EDUCATIONAL FUND GRANTS MADE BY CFC ARE MAINLY TO STATEWIDE MEMBERSHIP ORGANIZATIONS THAT USE THESE GRANTS TO EDUCATE CUSTOMERS AND CITIZENS ABOUT COOPERATIVE PRINCIPLES. ADDITIONALLY, CFC MANAGES A VOLUNTARY FUND ESTABLISHED FOR THE PURPOSE OF ASSISTING COOPERATIVES IN DEFENDING THEIR COOPERATIVE TERRITORIES AND PROTECTING COOPERATIVE PRINCIPLES.	Description

Activity Other ActivityOther

Field	Value	IRS element (for citing)
Expense	3678320	Expense
Description	LOSS ON WHOLE LOAN SALE - CFC ACCOUNTS FOR THE SALE OF LOANS IN SECURITIZATION TRANSACTIONS BY DERECOGNIZING FINANCIAL ASSETS WHEN CONTROL HAS BEEN SURRENDERED. DEFERRED TRANSACTION COSTS AND UNAMORTIZED DEFERRED LOAN ORIGINATION COSTS RELATED TO THE LOANS SOLD ARE INCLUDED IN THE CALCULATION OF THE GAIN OR LOSS ON THE SALE.RESULTS OF FORECLOSED ASSETS - AS PART OF OUR NORMAL OPERATING ACTIVITIES AS A LENDER, WE MAY BE REQUIRED TO FORECLOSE ON ASSETS OR BUSINESS OPERATIONS OF BORROWERS WHO DEFAULT ON THEIR LOANS DUE TO US. OUR OBJECTIVE IS TO REHABILITATE THE FORECLOSED ASSETS OR BUSINESS OPERATIONS IN ORDER SELL THEM AT A PRICE THAT MAXIMIZES OUR RECOVERY ON THOSE DEFAULTED LOANS. THE INVESTMENT IN FORECLOSED ASSETS OR BUSINESS OPERATIONS DOES NOT REPRESENT A NEW OR SEPARATE LINE OF BUSINESS FOR CFC. THE RESULTS OF OPERATIONS OF FORECLOSED ASSETS REPRESENTS THE COMBINED OPERATING INCOME FROM CFC'S WHOLLY OWNED SUBSIDIARY CARIBBEAN ASSET HOLDINGS ("CAH") AND THE OPERATING LOSS FROM DENTON REALTY PARTNERS LP, RESPECTIVELY FOR THE YEAR ENDED MAY 31, 2013. DURING FISCAL YEAR 2013, THE OPERATING COMPANIES OF CFC'S WHOLLY OWNED SUBSIDIARY CAH, EARNED $598,000 IN INCOME FROM OPERATIONS WHICH ARE COMPRISED OF TELECOMMUNICATIONS AND CABLE TELEVISION SERVICES IN THE U.S. VIRGIN ISLANDS, BRITISH VIRGIN ISLANDS AND ST. MAARTEN. DENTON REALTY PARTNERS ("DRP") HOLDS ASSETS INCLUDING A LAND DEVELOPMENT LOAN, LIMITED PARTNERSHIP INTERESTS IN CERTAIN REAL ESTATE DEVELOPMENTS AND DEVELOPED LOTS AND LAND, RAW LAND AND UNDERGROUND MINERAL RIGHTS IN TEXAS. THESE FORECLOSED ASSETS ARE HELD BY TWO WHOLLY OWNED SUBSIDIARIES OF CFC. DURING THE YEAR, DRP EXPERIENCED LOSS FROM OPERATIONS OF $1,495,000.	Description

Field	Value	IRS element (for citing)
Total Of Other Program Service Exp	3678320	TotalOfOtherProgramServiceExp
Total Program Service Expense	940093555	TotalProgramServiceExpense
Described In501 C3	0	DescribedIn501C3
Schedule B Required	0	ScheduleBRequired
Political Activities	0	PoliticalActivities
Subject To Proxy Tax	0	SubjectToProxyTax
Donor Advised Funds	0	DonorAdvisedFunds
Conservation Easements	0	ConservationEasements
Collections Of Art	0	CollectionsOfArt
Credit Counseling	0	CreditCounseling
Term Or Permanent Endowments	0	TermOrPermanentEndowments
Report Land Bldg Equip	1	ReportLandBldgEquip
Report Invest Oth Securities	0	ReportInvestOthSecurities
Report Prog Rel Invest	0	ReportProgRelInvest
Report Other Assets	0	ReportOtherAssets
Report Other Liabilities	1	ReportOtherLiabilities
Report Fin48 Footnote	0	ReportFin48Footnote
Independent Audit Financial Stmt	0	IndependentAuditFinancialStmt
Consolidated Audit Financial Stmt	1	ConsolidatedAuditFinancialStmt
School	0	School
Foreign Office	1	ForeignOffice
Foreign Activities	1	ForeignActivities
More Than5000 K To Organizations	0	MoreThan5000KToOrganizations
More Than5000 K To Individuals	0	MoreThan5000KToIndividuals
Professional Fundraising	0	ProfessionalFundraising
Fundraising Activities	0	FundraisingActivities
Gaming	0	Gaming
Hospital	0	Hospital
Grants To Organizations	1	GrantsToOrganizations
Grants To Individuals	0	GrantsToIndividuals
Schedule J Required	1	ScheduleJRequired
Tax Exempt Bonds	0	TaxExemptBonds
Excess Benefit Transaction	0	ExcessBenefitTransaction
Prior Excess Benefit Transaction	0	PriorExcessBenefitTransaction
Loan To Officer Or DQP	0	LoanToOfficerOrDQP
Grant To Related Person	0	GrantToRelatedPerson
Bsnss Rltnshp With Organization	0	BsnssRltnshpWithOrganization
Bsnss Rltnshp Thru Family Member	0	BsnssRltnshpThruFamilyMember
Officer Entity With Bsnss Rltnshp	1	OfficerEntityWithBsnssRltnshp
Deductible Non Cash Contributions	0	DeductibleNonCashContributions
Deductible Contributions Of Art	0	DeductibleContributionsOfArt
Terminated	0	Terminated
Partial Liquidation	0	PartialLiquidation
Disregarded Entity	1	DisregardedEntity
Related Entity	1	RelatedEntity
Related Org Controlled Entity	1	RelatedOrgControlledEntity
Transaction Related Entity	1	TransactionRelatedEntity
Activities Conducted Partnership	0	ActivitiesConductedPartnership
Schedule O Required	1	ScheduleORequired
Number Forms Transmitted With1096	83	NumberFormsTransmittedWith1096
Number W2 G Included	0	NumberW2GIncluded
Compliance With Backup Witholding	1	ComplianceWithBackupWitholding
Number Of Employees	242	NumberOfEmployees
Employment Tax Returns Filed	1	EmploymentTaxReturnsFiled
Unrelated Business Income	0	UnrelatedBusinessIncome
Foreign Financial Account	1	ForeignFinancialAccount
Name Of Foreign Country	VI	NameOfForeignCountry
Prohibited Tax Shelter Trans	0	ProhibitedTaxShelterTrans
Taxable Party Notification	0	TaxablePartyNotification
Non Deductible Contributions	0	NonDeductibleContributions
Quid Pro Quo Contributions	0	QuidProQuoContributions
Form8282 Property Disposed Of	0	Form8282PropertyDisposedOf
Funds To Pay Premiums	0	FundsToPayPremiums
Premiums Paid	0	PremiumsPaid
Indoor Tanning Services	0	IndoorTanningServices
Info In Schedule O Part VI	X	InfoInScheduleOPartVI
Nbr Voting Governing Body Members	23	NbrVotingGoverningBodyMembers
Number Independent Voting Members	23	NumberIndependentVotingMembers
Family Or Business Relationship	0	FamilyOrBusinessRelationship
Delegation Of Management Duties	0	DelegationOfManagementDuties
Changes To Organizing Docs	0	ChangesToOrganizingDocs
Material Diversion Or Misuse	0	MaterialDiversionOrMisuse
Members Or Stockholders	1	MembersOrStockholders
Election Of Board Members	1	ElectionOfBoardMembers
Decisions Subject To Approval	0	DecisionsSubjectToApproval
Minutes Of Governing Body	1	MinutesOfGoverningBody
Minutes Of Committees	1	MinutesOfCommittees
Officer Mailing Address	0	OfficerMailingAddress
Local Chapters	0	LocalChapters
Form990 Provided To Governing Body	1	Form990ProvidedToGoverningBody
Conflict Of Interest Policy	1	ConflictOfInterestPolicy
Annual Disclosure Covered Persons	1	AnnualDisclosureCoveredPersons
Regular Monitoring Enforcement	1	RegularMonitoringEnforcement
Whistleblower Policy	1	WhistleblowerPolicy
Document Retention Policy	1	DocumentRetentionPolicy
Compensation Process CEO	1	CompensationProcessCEO
Compensation Process Other	0	CompensationProcessOther
Investment In Joint Venture	1	InvestmentInJointVenture
Written Policy Or Procedure	1	WrittenPolicyOrProcedure
States Where Copy Of Return Is Filed	AZ	StatesWhereCopyOfReturnIsFiled
States Where Copy Of Return Is Filed	GA	StatesWhereCopyOfReturnIsFiled
Upon Request	X	UponRequest

The Books Are In Care Of TheBooksAreInCareOf

Name Business NameBusiness

Field	Value	IRS element (for citing)
Business Name Line1	ROBERT GEIER	BusinessNameLine1

Field	Value	IRS element (for citing)
Telephone Number	7034671800	TelephoneNumber

Address US AddressUS

Field	Value	IRS element (for citing)
Address Line1	20701 COOPERATIVE WAY	AddressLine1
City	DULLES	City
State	VA	State
ZIP Code	20166	ZIPCode

Form990 Part VII Section A Form990PartVIISectionA (42 entries)

TitleTitle	Average Hours Per WeekAverageHoursPerWeek	Individual Trustee Or DirectorIndividualTrusteeOrDirector	Reportable Comp From OrganizationReportableCompFromOrganization	Reportable Comp From Related OrgsReportableCompFromRelatedOrgs	Other CompensationOtherCompensation	OfficerOfficer	Average Hours Per Week RelatedAverageHoursPerWeekRelated	Key EmployeeKeyEmployee	Highest Compensated EmployeeHighestCompensatedEmployee
CHRISTOPHER L HAMON
DIRECTOR	29.00	X	42450	0	0
CURTIS NOLAN
DIRECTOR	16.00	X	36150	0	0
DELBERT MARVIN CRANFORD
DIRECTOR	27.00	X	151344	0	0
DWIGHT ROSSOW
DIRECTOR	20.00	X	37950	0	0
FRED BROG
DIRECTOR	30.00	X	45000	0	0
FREDERICK C ANDERSON
DIRECTOR	20.00	X	42600	0	0
GLENN W MILLER
DIRECTOR	20.00	X	43800	0	0
J DAVID WASSON JR
DIRECTOR	3.00	X	10300	0	0
JIM L DOERSTLER
DIRECTOR	23.00	X	42600	0	0
JIMMY EWING JR
DIRECTOR	21.00	X	42750	0	0
KIRK A THOMPSON
DIRECTOR	19.00	X	50850	0	0
LYLE KORVER
DIRECTOR	18.00	X	42750	0	0
MICHAEL J GUIDRY
DIRECTOR	17.00	X	23100	0	0
MIKE CAMPBELL
DIRECTOR	20.00	X	31950	0	0
R GRANT CLAWSON
DIRECTOR	31.00	X	46200	0	0
R WAYNE STRATTON
DIRECTOR	13.00	X	43200	0	0
RANDY D RENTH
DIRECTOR	19.00	X	42750	0	0
RAPHAEL BRUMBELOE
DIRECTOR	18.00	X	41850	0	0
SCOTT W HANDY
DIRECTOR	21.00	X	41400	0	0
WALTER K CROOK
DIRECTOR	25.00	X	41100	0	0
WILLIAM A KOPACZ
DIRECTOR	27.00	X	42600	0	0
BURNS E MERCER
PRESIDENT-DIRECTOR	16.00	X	46800	0	0	X
JOEL CUNNINGHAM
VICE PRESIDENT-DIRECTOR	28.00	X	44600	0	0	X
RAY BEAVERS
SECRETARY/TREASURER-DIRECTOR	15.00	X	42450	0	0	X
SHELDON C PETERSEN
GOVERNOR AND CEO	60.00		1495903	0	126295	X	5.00
RICHARD E LAROCHELLE
SVP, CORPORATE RELATIONS	60.00		762273	0	120330	X	0.00
JOHN T EVANS
EVP & COO	53.00		661223	0	77230	X	5.00
JOHN J LIST
SVP, MEMBER SERVICES & GENERAL COUNSEL	58.50		543384	0	99591	X	1.50
STEVEN L LILLY
SVP & CFO	30.00		577689	0	75732	X	30.00
LAWRENCE ZAWALICK
SVP, AFFLIATE ORGANIZATION GROUP	55.00		718115	0	107172	X	3.00
JONATHON ANDREW DON
SVP, TREASURER	60.00		406873	0	136217	X	1.00
JOHN M BORAK
SVP, CREDIT RISK MANAGEMENT	60.00		320353	0	98935	X	4.00
JOHN F SUTER
VP, CAPITAL MARKET FUNDING	50.00		256378	0	117280		1.00	X
STEVEN M KETTLER
VP, PORTFOLIO MANAGEMENT	70.00		256671	0	88441		0.00	X
LAWRENCE SAUNDERS
VP, PORTFOLIO MANAGEMENT	50.00		361320	0	15119		0.00	X
AMY S LUONGO
VP, PORTFOLIO MANAGEMENT	50.00		192150	0	29731		0.00	X
JOEL ALLEN
VP, PORTFOLIO MANAGEMENT	45.00		254826	0	106131		0.00	X
KRISHNA MURTHY
VP, ELECTRIC AND ENERGY	45.00		273622	0	162561		0.00		X
ROBERTA B ARONSON
VP, DEPUTY GENERAL COUNSEL	50.00		339651	0	116549		0.00		X
MICHAEL H CARR
VP AND CIO	50.00		295091	0	80745		0.00		X
ROBERT E GEIER JR
VP AND CONTROLLER	50.00		262792	0	115322		5.00		X
ALLYN J AMATO
ASSISTANT GENERAL COUNSEL	48.00		261221	0	88593		2.00		X

Field	Value	IRS element (for citing)
Total Reportable Comp From Org	9316079	TotalReportableCompFromOrg
Total Reportable Comp Frm Rltd Orgs	0	TotalReportableCompFrmRltdOrgs
Total Other Compensation	1761974	TotalOtherCompensation
Number Individuals GT100 K	125	NumberIndividualsGT100K
Formers Listed	0	FormersListed
Total Comp GT150 K	1	TotalCompGT150K
Compensation From Other Sources	0	CompensationFromOtherSources

Contractor Compensation ContractorCompensation (5 entries)

Address Line1AddressOfContractor/AddressUS/AddressLine1	CityAddressOfContractor/AddressUS/City	StateAddressOfContractor/AddressUS/State	ZIP CodeAddressOfContractor/AddressUS/ZIPCode	Description Of ServicesDescriptionOfServices	CompensationCompensation
SAPIENT CORPORATION
PO BOX 414715	BOSTON	MA	022414715	IT CONSULTANTS	2466334
FULBRIGHT & JAWORSKI LLP
2200 ROSS AVENUE ST 2800	DALLAS	TX	752012784	LAWYER	1676193
HOGAN LOVELLS US LLP
555 THIRTEENTH STREET NW	WASHINGTON	DC	200041109	LAWYER	1513205
DELOITTE & TOUCHE LLP
PO BOX 7247-6446	PHILADELPHIA	PA	191706446	AUDITOR	1242900
THE WHITING TURNER CONTRACTING
14900 CONFERENCE CENTER DR STE 55	CHANTILLY	VA	20151	BUILDING CONTRACTOR	931001

Field	Value	IRS element (for citing)
Number Of Contractors GT100 K	14	NumberOfContractorsGT100K

Program Service Revenue ProgramServiceRevenue (5 entries)

DescriptionDescription	Business CodeBusinessCode	Total Revenue ColumnTotalRevenueColumn	Related Or Exempt Function IncomeRelatedOrExemptFunctionIncome
INTEREST FROM PSA	522200	933455231	933455231
DERIVATVE CASH SETTLEMENTS	522200	186772432	186772432
RECOVERY FOR LOAN LOSSES	522200	70090686	70090686
OTHER INCOME-LOAN FEES	522200	39603159	39603159
RECOVERY OF GUARANTEE LIABILITY	522200	4772000	4772000

Total Oth Program Service Revenue TotalOthProgramServiceRevenue

Field	Value	IRS element (for citing)
Total Revenue Column	252946	TotalRevenueColumn
Related Or Exempt Function Income	252946	RelatedOrExemptFunctionIncome

Field	Value	IRS element (for citing)
Total Program Service Revenue	1234946454	TotalProgramServiceRevenue

Investment Income InvestmentIncome

Field	Value	IRS element (for citing)
Total Revenue Column	6324875	TotalRevenueColumn
Exclusion	$6,324,875	ExclusionAmount

Gross Amount Sales Assets GrossAmountSalesAssets

Field	Value	IRS element (for citing)
Other	115053	Other

Less Cost Oth Basis Sales Expenses LessCostOthBasisSalesExpenses

Field	Value	IRS element (for citing)
Other	67736	Other

Gain Or Loss GainOrLoss

Field	Value	IRS element (for citing)
Other	47317	Other

Net Gain Or Loss Investments NetGainOrLossInvestments

Field	Value	IRS element (for citing)
Total Revenue Column	47317	TotalRevenueColumn
Exclusion	$47,317	ExclusionAmount

Other Revenue Misc OtherRevenueMisc

Field	Value	IRS element (for citing)
Description	MANAGEMENT FEES	Description
Business Code	522200	BusinessCode
Total Revenue Column	5128000	TotalRevenueColumn
Related Or Exempt Function Income	5128000	RelatedOrExemptFunctionIncome

Field	Value	IRS element (for citing)
Total Other Revenue	5128000	TotalOtherRevenue

Total Revenue TotalRevenue

Field	Value	IRS element (for citing)
Total Revenue Column	1246446646	TotalRevenueColumn
Related Or Exempt Function Income	1240074454	RelatedOrExemptFunctionIncome
Unrelated Business Revenue	0	UnrelatedBusinessRevenue
Exclusion	$6,372,192	ExclusionAmount

Grants To Domestic Orgs GrantsToDomesticOrgs

Field	Value	IRS element (for citing)
Total	1290000	Total
Program Services	1290000	ProgramServices

Comp Current Officers Directors CompCurrentOfficersDirectors

Field	Value	IRS element (for citing)
Total	9081906	Total
Management And General	9081906	ManagementAndGeneral

Other Salaries And Wages OtherSalariesAndWages

Field	Value	IRS element (for citing)
Total	24795770	Total
Management And General	24795770	ManagementAndGeneral

Pension Plan Contributions PensionPlanContributions

Field	Value	IRS element (for citing)
Total	17624542	Total
Management And General	17624542	ManagementAndGeneral

Other Employee Benefits OtherEmployeeBenefits

Field	Value	IRS element (for citing)
Total	2289053	Total
Management And General	2289053	ManagementAndGeneral

Payroll Taxes PayrollTaxes

Field	Value	IRS element (for citing)
Total	1802687	Total
Management And General	1802687	ManagementAndGeneral

Fees For Services Legal FeesForServicesLegal

Field	Value	IRS element (for citing)
Total	2646399	Total
Management And General	2646399	ManagementAndGeneral

Fees For Services Accounting FeesForServicesAccounting

Field	Value	IRS element (for citing)
Total	1230137	Total
Management And General	1230137	ManagementAndGeneral

Fees For Services Other FeesForServicesOther

Field	Value	IRS element (for citing)
Total	1603788	Total
Management And General	1603788	ManagementAndGeneral

Advertising Advertising

Field	Value	IRS element (for citing)
Total	552185	Total
Management And General	552185	ManagementAndGeneral

Office Expenses OfficeExpenses

Field	Value	IRS element (for citing)
Total	1884241	Total
Management And General	1884241	ManagementAndGeneral

Information Technology InformationTechnology

Field	Value	IRS element (for citing)
Total	3250900	Total
Management And General	3250900	ManagementAndGeneral

Occupancy Occupancy

Field	Value	IRS element (for citing)
Total	2188961	Total
Management And General	2188961	ManagementAndGeneral

Travel Travel

Field	Value	IRS element (for citing)
Total	2537791	Total
Management And General	2537791	ManagementAndGeneral

Conferences Meetings ConferencesMeetings

Field	Value	IRS element (for citing)
Total	1961542	Total
Management And General	1961542	ManagementAndGeneral

Interest Interest

Field	Value	IRS element (for citing)
Total	924489005	Total
Program Services	924489005	ProgramServices

Depreciation Depletion DepreciationDepletion

Field	Value	IRS element (for citing)
Total	5380820	Total
Management And General	5380820	ManagementAndGeneral

Insurance Insurance

Field	Value	IRS element (for citing)
Total	588025	Total
Management And General	588025	ManagementAndGeneral

Other Expenses OtherExpenses (4 entries)

DescriptionDescription	TotalTotal	Program ServicesProgramServices
LOSS ON EARLY EXTINGUIS	10636230	10636230
BANK FEES	2578178	2578178
FORECLOSED ASSETS	897192	897192
WHOLE LOAN SALE	202950	202950

All Other Expenses AllOtherExpenses

Field	Value	IRS element (for citing)
Total	8159047	Total
Management And General	8159047	ManagementAndGeneral

Total Functional Expenses TotalFunctionalExpenses

Field	Value	IRS element (for citing)
Total	1027671349	Total
Program Services	940093555	ProgramServices
Management And General	87577794	ManagementAndGeneral
Fundraising	0	Fundraising

Cash Non Interest Bearing CashNonInterestBearing

Field	Value	IRS element (for citing)
BOY	33610197	BOY
EOY	32199515	EOY

Savings And Temp Cash Investments SavingsAndTempCashInvestments

Field	Value	IRS element (for citing)
BOY	152766733	BOY
EOY	139435477	EOY

Accounts Receivable AccountsReceivable

Field	Value	IRS element (for citing)
BOY	184965093	BOY
EOY	174789132	EOY

Other Notes Loans Receivable Net OtherNotesLoansReceivableNet

Field	Value	IRS element (for citing)
BOY	18739092967	BOY
EOY	20216670396	EOY

Prepaid Expenses Deferred Charges PrepaidExpensesDeferredCharges

Field	Value	IRS element (for citing)
BOY	5157001	BOY
EOY	5324416	EOY

Field	Value	IRS element (for citing)
Land Buildings Equipment Basis	124007774	LandBuildingsEquipmentBasis
Land Bldg Equipment Accum Deprec	19500215	LandBldgEquipmentAccumDeprec

Land Buildings Equipment Basis Net LandBuildingsEquipmentBasisNet

Field	Value	IRS element (for citing)
BOY	102770437	BOY
EOY	104507559	EOY

Investments Other Securities InvestmentsOtherSecurities

Field	Value	IRS element (for citing)
BOY	59045008	BOY
EOY	731632425	EOY

Investments Program Related InvestmentsProgramRelated

Field	Value	IRS element (for citing)
BOY	223476219	BOY
EOY	261472115	EOY

Other Assets Total OtherAssetsTotal

Field	Value	IRS element (for citing)
BOY	388974339	BOY
EOY	349130412	EOY

Total Assets TotalAssets

Field	Value	IRS element (for citing)
BOY	19889857994	BOY
EOY	22015161447	EOY

Accounts Payable Accrued Expenses AccountsPayableAccruedExpenses

Field	Value	IRS element (for citing)
BOY	3423217407	BOY
EOY	4216006876	EOY

Deferred Revenue DeferredRevenue

Field	Value	IRS element (for citing)
BOY	26131431	BOY
EOY	25717236	EOY

Mort Notes Pybl Secured Invest Prop MortNotesPyblSecuredInvestProp

Field	Value	IRS element (for citing)
BOY	8027405108	BOY
EOY	7562218876	EOY

Unsecured Notes Loans Payable UnsecuredNotesLoansPayable

Field	Value	IRS element (for citing)
BOY	7261695854	BOY
EOY	8916952110	EOY

Other Liabilities OtherLiabilities

Field	Value	IRS element (for citing)
BOY	662109370	BOY
EOY	488659043	EOY

Total Liabilities TotalLiabilities

Field	Value	IRS element (for citing)
BOY	19400559170	BOY
EOY	21209554141	EOY

Field	Value	IRS element (for citing)
Do Not Follow SFAS117	X	DoNotFollowSFAS117

Cap Stck Trst Prin Current Funds CapStckTrstPrinCurrentFunds

Field	Value	IRS element (for citing)
BOY	995400	BOY
EOY	973000	EOY

Paid In Cap Srpls Land Bldg Eqp Fund PaidInCapSrplsLandBldgEqpFund

Field	Value	IRS element (for citing)
BOY	0	BOY
EOY	0	EOY

Retained Earnings Endowment Etc RetainedEarningsEndowmentEtc

Field	Value	IRS element (for citing)
BOY	488303424	BOY
EOY	804634306	EOY

Total Net Assets Fund Balances TotalNetAssetsFundBalances

Field	Value	IRS element (for citing)
BOY	489298824	BOY
EOY	805607306	EOY

Total Liab Net Assets Fund Balances TotalLiabNetAssetsFundBalances

Field	Value	IRS element (for citing)
BOY	19889857994	BOY
EOY	22015161447	EOY

Field	Value	IRS element (for citing)
Info In Schedule O Part XI	X	InfoInScheduleOPartXI
Reconcilation Revenue Expenses	218775297	ReconcilationRevenueExpenses
Reconcilation Other Changes	97533185	ReconcilationOtherChanges
Info In Schedule O Part XII	X	InfoInScheduleOPartXII
Method Of Accounting Accrual	X	MethodOfAccountingAccrual
Accountant Compile Or Review	0	AccountantCompileOrReview
FS Audited	1	FSAudited

FS Audited Basis FSAuditedBasis

Field	Value	IRS element (for citing)
Financial Statement Consolidated	X	FinancialStatementConsolidated

Field	Value	IRS element (for citing)
Audit Committee	1	AuditCommittee
Federal Grant Audit Required	0	FederalGrantAuditRequired

Schedule D IRS990ScheduleD

Land Land

Field	Value	IRS element (for citing)
Investment Cost Or Other Basis	14031828	InvestmentCostOrOtherBasis
Other Cost Or Other Basis	24646052	OtherCostOrOtherBasis
Book Value	38677880	BookValue

Buildings Buildings

Field	Value	IRS element (for citing)
Other Cost Or Other Basis	53257542	OtherCostOrOtherBasis
Depreciation	4115709	Depreciation
Book Value	49141833	BookValue

Leasehold Improvements LeaseholdImprovements

Field	Value	IRS element (for citing)
Other Cost Or Other Basis	143880	OtherCostOrOtherBasis
Depreciation	101915	Depreciation
Book Value	41965	BookValue

Other Land Buildings OtherLandBuildings

Field	Value	IRS element (for citing)
Other Cost Or Other Basis	31928472	OtherCostOrOtherBasis
Depreciation	15282591	Depreciation
Book Value	16645881	BookValue

Field	Value	IRS element (for citing)
Total Of Book Value Land Buildings	104507559	TotalOfBookValueLandBuildings

Other Liabilities OtherLiabilities (5 entries)

DescriptionDescription	AmountAmount
GUARANTEE LIABILITY	$24,196,625
OTHER ACCRUED EXPENSES	$9,134,273
CREDIT LOSSES ALLOWANCE	$95,000
MEMB APP FEES-MEMBERSHIP APPL	$7,000
DERIVATIVE LIABILITY	$455,226,145

Field	Value	IRS element (for citing)
Total Of Amounts	488659043	TotalOfAmounts

Schedule F IRS990ScheduleF

Accts Actvs Out US Table AcctsActvsOutUSTable

Field	Value	IRS element (for citing)
Region	CENTRAL AMERICA AND THE CARIBBEAN -	Region
Number Of Offices	1	NumberOfOffices
Number Of Employees	5	NumberOfEmployees
Type Of Activities Conducted	INVESTMENTS	TypeOfActivitiesConducted
Total Expenditures	248049210	TotalExpenditures

Field	Value	IRS element (for citing)
Subtotal Number Of Offices	1	SubtotalNumberOfOffices
Subtotal Number Of Employees	5	SubtotalNumberOfEmployees
Cont Number Of Offices	0	ContNumberOfOffices
Cont Number Of Employees	0	ContNumberOfEmployees
Total Number Of Offices	1	TotalNumberOfOffices
Total Number Of Employees	5	TotalNumberOfEmployees
Subtotal Amount Spent	248049210	SubtotalAmountSpent
Cont Amount Spent	0	ContAmountSpent
Total Amount Spent	248049210	TotalAmountSpent
Transfer To Foreign Corp	0	TransferToForeignCorp
Interest In Foreign Trust	0	InterestInForeignTrust
Own Foreign Corp	1	OwnForeignCorp
Passive Foreign Invest Co	0	PassiveForeignInvestCo
Foreign Partnership	0	ForeignPartnership
Boycott Countries	0	BoycottCountries

Form990 Schedule F Part V Form990ScheduleFPartV

Field	Value	IRS element (for citing)
Explanation	CFC FOLLOWS U.S. GAAP ACCOUNTING. AMOUNTS REPORTED IN PART I, COLUMN (F) REPRESENTS THE CARRYING VALUE, NET OF EARNINGS AND/OR IMPAIRMENT CHARGES OF CFC'S INVESTMENT IN ORGANIZATIONS IN FOREIGN COUNTRIES AS OF THE END OF THE TAX YEAR AND DO NOT REFLECT EXPENDITURES MADE BY CFC INTO THESE COUNTRIES.	Explanation

Schedule I IRS990ScheduleI

Field	Value	IRS element (for citing)
Records Maintained	1	RecordsMaintained

Recipient Table RecipientTable (50 entries)

Address Line1AddressUS/AddressLine1	CityAddressUS/City	StateAddressUS/State	ZIP CodeAddressUS/ZIPCode	EIN Of RecipientEINOfRecipient	IRC SectionIRCSection	Amount Of Cash GrantAmountOfCashGrant	Description Of Non Cash AssistanceDescriptionOfNonCashAssistance	Purpose Of GrantPurposeOfGrant
ALASKA POWER ASSOCIATION
703 WEST TUDOR ROAD SUITE 200	ANCHORAGE	AK	995036650	920069880	501 (C)(6)	12000	EDUCATION FUND GRANT	ALASKA POWER ASSN. MEMBER PARTICIPATION IN YOUTH LEADERSHIP PROGRAMS.
ALABAMA RURAL ELECTRIC ASSOCIATION OF COOPERATIVES
PO BOX 244014	MONTGOMERY	AL	361244014	630264081	501 (C)(6)	14400	EDUCATION FUND GRANT	FOR THE 2013 AREA SUMMER CONFERENCE
ARKANSAS ELECTRIC COOPERATIVES INC
PO BOX 194208	LITTLE ROCK	AR	72219	710219756	501 (C)(12)	12400	EDUCATION FUND GRANT	ORIENTATION TO COOPERATIVE PRINCIPLES AND LEADERSHIP
GRAND CANYON STATE ELECTRIC COOPERATIVE ASSOCIATION
120 NORTH 44TH STREET	PHOENIX	AZ	85034	866056759	501 (C)(6)	12000	EDUCATION FUND GRANT	WASHINGTON YOUTH TOUR
GOLDEN STATE POWER COOPERATIVE
14619 HAMLIN STREET	VAN NUYS	CA	91411	680441905	501 (C)(6)	5600	EDUCATION FUND GRANT	ENERGY COOPERATIVE DEVELOPMENT AND EDUCATION
COLORADO RURAL ELECTRIC ASSOCIATION
5400 NORTH WASHINGTON STREET	DENVER	CO	80216	840411220	501 (C)(6)	14400	EDUCATION FUND GRANT	DIRECTOR EDUCATION COURSES AND EMPLOYEE EDUCATION COURSES
FLORIDA ELECTRIC COOPERATIVES ASSOCIATION INC
2916 APALACHEE PARKWAY	TALLAHASSEE	FL	32301	590633990	501 (C)(6)	10800	EDUCATION FUND GRANT	FECA 2013 SUMMER LEADERSHIP CONFERENCE
GEORGIA ELECTRIC MEMBERSHIP CORPORATION
PO BOX 1707	TUCKER	GA	300851707	580530279	501 (C)(6)	24400	EDUCATION FUND GRANT	ELECTRIC COOPERATIVES OF GEORGIA EXHIBIT AT THE 2013 SUNBELT AGRICULTURAL EXPOSITION
KAUAI ISLAND UTILITY CO-OP
4463 PAHEE STREET	LIHUE	HI	96766	990346113	501(C)(12)	8800	EDUCATION FUND GRANT	KIUC ENERGY CURRICULUM PROGRAM
IOWA ASSOCIATION OF ELECTRIC COOPERATIVES
8525 DOUGLAS AVE SUITE 48	DES MOINES	IA	50322	420662488	501 (C)(6)	24000	EDUCATION FUND GRANT	"LIVING WITH ENERGY IN IOWA" ARTICLES/COMMUNICATIONS PROGRAMS
IDAHO COOPERATIVE UTILITIES ASSOCIATION INC
PO BOX 1898	BOISE	ID	837011898	820502739	501 (C)(6)	10400	EDUCATION FUND GRANT	ICUA YOUTH RALLY & THE ICUA MEMBERS CONFERENCE
INDIANA STATEWIDE ASSOCIATION OF RURAL ELECTRIC COOPERATIVES INC
PO BOX 24517	INDIANAPOLIS	IN	46224	351499808	501 (C)(6)	24400	EDUCATION FUND GRANT	EMPLOYEE TRAINING, BOARD DEVELOPMENT AND MEMBER EDUCATION
KANSAS ELECTRIC COOPERATIVES INC
PO BOX 4267	TOPEKA	KS	666044267	480541902	501 (C)(12)	17600	EDUCATION FUND GRANT	FOR "BACK TO BASICS" PROGRAM
KENTUCKY ASSOCATION OF ELECTRIC COOPERATIVES
PO BOX 32170	LOUISVILLE	KY	40232	610420165	501(C)(6)	28800	EDUCATION FUND GRANT	INCORPORATING COOP. EDUC. INTO THE KY AGRICULTURAL LEADERSHIP PROGRAM (KALP)
THE ASSOCIATION OF LOUISIANA ELECTRIC COOPERATIVES INC
10725 AIRLINE HIGHWAY	BATON ROUGE	LA	708164299	720400467	501 (C)(6)	8800	EDUCATION FUND GRANT	LA ELECT. COOP'S YOUTH TOUR
MICHIGAN ELECTRIC COOPERATIVE ASSOCIATION
2859 W JOLLY ROAD	OKEMOS	MI	488641182	382214287	501 (C)(6)	9600	EDUCATION FUND GRANT	YOUTH LEADERSHIP SUMMIT AND RURAL ELECTRIC YOUTH TOUR TO WASHINGTON, DC
MINNESOTA RURAL ELECTRIC ASSOCIATION
11640 - 73RD AVENUE NORTH	MAPLE GROVE	MN	55369	410417193	501 (C)(6)	23600	EDUCATION FUND GRANT	2013 NRECA BOARD LEADERSHIP COURSES
ASSOCIATION OF MISSOURI ELECTRIC COOPERATIVES
PO BOX 1645	JEFFERSON CITY	MO	65102	430631824	501 (C)(6)	26400	EDUCATION FUND GRANT	MO COOP. YOUTH CONFERENCE & LEADERSHIP EXPERIENCE & YOUTH TOUR
ELECTRIC POWER ASSOCIATIONS OF MISSISSIPPI
PO BOX 3300	RIDGELAND	MS	391583300	640200697	501 (C)(6)	14000	EDUCATION FUND GRANT	COOPERATIVE YOUTH LEADERSHIP WORKSHOP
MONTANA ELECTRIC COOPERATIVES' ASSOCIATION
PO BOX 1306	GREAT FALLS	MT	59403	810229220	501 (C)(6)	15200	EDUCATION FUND GRANT	THE TODAY'S MEMBERS PROGRAM
NATIONAL RURAL ELECTRIC COOPERATIVE ASSOCIATION
4301 WILSON BOULEVARD	ARLINGTON	VA	222031860	530116145	501 (C)(6)	131866	EDUCATION FUND GRANT	FOR OPERATION AND CAPITAL EXPENDITURES ASSOCIATED WITH COOPERATIVE.COM WEBSITE
NORTH CAROLINA ASSOCIATION OF ELECTRIC COOPERATIVES INC
PO BOX 27306	RALEIGH	NC	27611	561189186	501 (C)(6)	16000	EDUCATION FUND GRANT	BRIGHT IDEAS EDUCATION GRANT PROGRAM
NORTH DAKOTA ASSOCIATION OF RURAL ELECTRIC COOPERATIVES
P O BOX 727	MANDAN	ND	585540727	450231058	501 (C)(6)	12000	EDUCATION FUND GRANT	2013 NDAREC MENU OF EDUCATION PROGRAMS
NEBRASKA RURAL ELECTRIC ASSOCIATION
PO BOX 82048	LINCOLN	NE	68501	470394033	501 (C)(6)	17600	EDUCATION FUND GRANT	NEBRASKA RURAL ELECT. WASHINGTON YOUTH TOUR
NEW MEXICO RURAL ELECTRIC COOPERATIVE ASSOCIATION INC
614 DON GASPAR AVENUE	SANTA FE	NM	87501	850155370	501 (C)(6)	10400	EDUCATION FUND GRANT	"DIRECTOR DUTIES & LIABILITIES" AND "UNDERSTANDING THE ELECTRIC BUSINESS"
NEVADA RURAL ELECTRIC ASSOCIATION
PO BOX 365	WELLS	NV	89835	880237046	501 (C)(6)	6400	EDUCATION FUND GRANT	BUILDING A GRASSROOTS PROGRAM
NEW YORK STATE RURAL ELECTRIC COOPERATIVE ASSOCIATION INC
9 WILSON AVENUE	HARTWICK	NY	14810	161264464	501 (C)(6)	5600	EDUCATION FUND GRANT	STUDENT PARTICIPATION - NRECA LEG. CONFERENCE
NORTHEAST ASSOCIATION OF ELECTRIC COOPERATIVES INC
9 WILSON AVENUE	BATH	NY	148101633	222153529	501 (C)(12)	15200	EDUCATION FUND GRANT	CONTINUING EDUCATION-DIRECTORS AND EMPLOYEES
OHIO RURAL ELECTRIC COOPERATIVES
PO BOX 26036	COLUMBUS	OH	432260036	510174617	501 (C)(6)	20000	EDUCATION FUND GRANT	CHILDREN OF MEMBERS SCHOLARSHIP PROGRAM
OKLAHOMA ASSOCIATION OF ELECTRIC COOPERATIVES INCORPORATED
PO BOX 54309	OKLAHOMA CITY	OK	731541309	730556236	501 (C)(6)	16800	EDUCATION FUND GRANT	50TH ANNIVERSARY YOUTH TOUR REUNION
OREGON RURAL ELECTRIC COOPERATIVE ASSOCIATION
1750 LIBERTY ST SE	SALEM	OR	97302	930593238	501 (C)(6)	14800	EDUCATION FUND GRANT	LEGISLATOR EDUCATION
PENNSYLVANIA RURAL ELECTRIC ASSOCIATION
PO BOX 1266	HARRISBURG	PA	171081266	236291530	501 (C)(6)	17600	EDUCATION FUND GRANT	PREA COMMUNICATIONS WORKSHOP
THE ELECTRIC COOPERATIVES OF SOUTH CAROLINA INC
808 KNOX ABBOTT DRIVE	CAYCE	SC	29033	570308664	501 (C)(6)	13600	EDUCATION FUND GRANT	NRECA TRAINING COURSES
SOUTH DAKOTA RURAL ELECTRIC ASSOCIATION INC
PO BOX 1138	PIERRE	SD	57501	460231254	501 (C)(12)	15600	EDUCATION FUND GRANT	2012 YOUTH EXCURSION
THE GLEN ENGLISH FOUNDATION
NRECA 4301 WILSON BLVD	ARLINGTON	VA	222031860	461424031	501 (C)(3)	25000	EDUCATION FUND GRANT	PURPOSE OF THE FOUNDATION IS TO DEVELOP FUTURE LEADERS FOR THE ELECTRIC COOPERATIVE PROGRAM
TENNESSEE ELECTRIC COOPERATIVE ASSOCIATION
PO BOX 100912	NASHVILLE	TN	37224	620461379	501 (C)(6)	13200	EDUCATION FUND GRANT	YOUTH LEADERSHIP SUMMIT
TEXAS ELECTRIC COOPERATIVES INC
1122 COLORADO ST STE 2400	AUSTIN	TX	787012167	741007829	277	38800	EDUCATION FUND GRANT	LOCAL PAGES EDITORS EDUCATION PROGRAM
UTAH RURAL ELECTRIC ASSOCIATION
10714 SOUTH JORDAN GATEWAY	SOUTH JORDAN	UT	84095	870402010	501 (C)(6)	8000	EDUCATION FUND GRANT	LEGISLATOR EDUCATION / UREA YOUTH LEADERSHIP CHALLENGE
VIRGINIA MARYLAND & DELAWARE ASSOCIATION OF ELECTRIC COOPERATIVES
PO BOX 2340	GLEN ALLEN	VA	230582340	540553861	501 (C)(6)	36800	EDUCATION FUND GRANT	CREDENTIAL COOP. DIRECTOR (CCD) TRAINING & BOARD LEADERSHIP CERT (BLC) TRAINING
WASHINGTON RURAL ELECTRIC COOPERATIVE ASSOCIATION
PO BOX 7219	OLYMPIA	WA	985077219	911236389	501 (C)(6)	11600	EDUCATION FUND GRANT	2013 WRECA ANNUAL MEETING - PRESENTATIONS AND DISCUSSION ABOUT COOP MANAGEMENT AND GOVERNANCE ISSUES.
COOPERATIVE NETWORK ELECTRIC DIVISION
1 SOUTH PINCKNEY STREET	MADISON	WI	537032869	391128018	501(C)(6)	18000	EDUCATION FUND GRANT	2014 WECA YOUTH LEADERSHIP CONGRESS
WYOMING RURAL ELECTRIC ASSOCIATION
2312 CAREY AVENUE	CHEYENNE	WY	820013627	830207211	501 (C)(12)	9200	EDUCATION FUND GRANT	SUPPORT OF THE LINEMAN SCHOLARSHIP AND SPONSORHSIP OF YOUTH TOUR
TODD-WADENA ELECTRIC COOPERATIVE
PO BOX 431	WADENA	MN	56482	410579258	501 (C)(6)	14813	INTEGRITY FUND GRANT	PROTECT AGAINST TERRITORIAL THREAT
PIONEER ELECTRIC COOPERATIVE
PO BOX 468	GREENVILLE	AL	36037	630033945	501 (C)(6)	42052	INTEGRITY FUND GRANT	WITHDRAWAL
AMICALOLA ELECTRIC MEMBERSHIP CORPORATION
544 HIGHWAY 515 SOUTH	JASPER	GA	30143	580140201	501 (C)(6)	26529	INTEGRITY FUND GRANT	PROTECT AGAINST TERRITORIAL THREAT
SOUTHEASTERN ELECTRIC COOPERATIVE
PO BOX 388	MARION	SD	570430388	460454373	501 (C)(6)	6299	INTEGRITY FUND GRANT	PROTECT AGAINST TERRITORIAL THREAT
NORTHERN RIO ARRIBA ELECTRIC COOPERATIVE
PO BOX 217	CHAMA	NM	87520	850098999	501 (C)(6)	150449	INTEGRITY FUND GRANT	PROTECT AGAINST TERRITORIAL THREAT
WRIGHT-HENNEPIN COOPERATIVE ELECTRIC ASSOCIATION
PO BOX 330	ROCKFORD	MN	553730330	410621437	501 (C)(6)	82000	INTEGRITY FUND GRANT	PROTECT AGAINST TERRITORIAL THREAT
RUSK COUNTY ELECTRIC COOPERATIVE
PO BOX 1169	HENDERSON	TX	756531169	750535849	501 (C)(6)	165104	INTEGRITY FUND GRANT	PROTECT AGAINST TERRITORIAL THREAT
CUIVRE RIVER ELECTRIC COOPERATIVE
PO BOX 160	TROY	MO	63379	430233223	501 (C)(6)	5513	INTEGRITY FUND GRANT	PROTECT SERVICE AREA

Field	Value	IRS element (for citing)
Total Nbr Of501 C3 And Govt Grants	0	TotalNbrOf501C3AndGovtGrants
Total Nbr Of Other Organizations	50	TotalNbrOfOtherOrganizations

Form990 Schedule I Part IV Form990ScheduleIPartIV

Field	Value	IRS element (for citing)
Identifier	PROCEDURE FOR MONITORING GRANTS IN THE U.S.:	Identifier
Return Reference	PART I, LINE 2:	ReturnReference
Explanation	SCHEDULE I, PART I, LINE 2: INTEGRITY FUND IN ORDER TO BE APPROVED FOR A GRANT FROM THE INTEGRITY FUND, A RURAL ELECTRIC SYSTEM MUST ESTABLISH THAT A SIGNIFICANT PORTION OF ITS SERVICE TERRITORY, OR PRESENT OR ANTICIPATED CONSUMERS, OR ITS FACILITIES FACE A THREAT OF ACQUISITION BY A COMPETING UTILITY, OR THE SYSTEM FACES A THREAT TO ITS RIGHT. A RURAL ELECTRIC SYSTEM MUST SUBMIT COPIES OF PAID INVOICES SUPPORTING THE REQUESTED AMOUNT FOR EACH DISBURSEMENT FROM THE GRANT. IN ADDITION, A COVER LETTER MUST ACCOMPANY EACH REQUEST, SAYING THAT MANAGEMENT HAS REVIEWED THE DISBURSEMENT REQUEST AND STATING THAT (1) TRUE AND CORRECT COPIES OF PAID INVOICES SUPPORTING THE AMOUNT OF THIS REQUEST ARE BEING SUBMITTED, (2) SUCH COSTS HAVE BEEN INCURRED AND PAID BY THE RURAL ELECTRIC COOPERATIVE IN CONNECTION WITH THE PURPOSE FOR WHICH THE INTEGRITY FUND GRANT WAS APPROVED, AND (3) THE EXPENSES ARE REIMBURSABLE UNDER THE TERMS AND CONDITIONS OF THE INTEGRITY FUND. EDUCATION FUND EACH STATEWIDE ASSOCIATION SUBMITS AN APPLICATION FORM DESCRIBING THE PROGRAM FOR WHICH THE GRANT WILL BE USED. EARLIER IN THE YEAR, THEY SUBMIT A MEMBERSHIP LIST OF THE ASSOCIATION VERIFIED BY THE GENERAL MANAGER. CFC USES THAT LIST AS WELL AS ITS OWN MEMBERSHIP LIST TO CALCULATE HOW MUCH EACH ASSOCIATION IS ALLOTTED DURING THE FISCAL YEAR. OUR FORMULA IS BASED UPON THE NUMBER OF SYSTEMS WITHIN AN ASSOCIATION, THE TOTAL NUMBER OF CO-OPS WHICH ARE MEMBERS OF CFC AND OF THE ASSOCIATION, 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. THE CHECKS ARE DISBURSED PUBLICLY BEFORE THE ASSOCIATION'S BOARD OF DIRECTORS OR AT THE ASSOCIATION'S ANNUAL MEETINGS TO PROVIDE ENERGY SERVICES TO CONSUMERS.	Explanation

Schedule J IRS990ScheduleJ

Field	Value	IRS element (for citing)
Travel For Companions	X	TravelForCompanions
Idemnification Gross Up Payments	X	IdemnificationGrossUpPayments
Housing Allowance Or Residence	X	HousingAllowanceOrResidence
Written Policy Re T And E Expenses	0	WrittenPolicyReTAndEExpenses
Substantiation Required	0	SubstantiationRequired
Compensation Committee	X	CompensationCommittee
Independent Consultant	X	IndependentConsultant
Form990 Of Other Organizations	X	Form990OfOtherOrganizations
Compensation Survey	X	CompensationSurvey
Board Or Committee Approval	X	BoardOrCommitteeApproval
Severance Payment	0	SeverancePayment
Supplemental Nonqual Retire Plan	1	SupplementalNonqualRetirePlan
Equity Based Comp Arrangement	0	EquityBasedCompArrangement
Comp Based On Revenue Of Filing Org	0	CompBasedOnRevenueOfFilingOrg
Comp Based On Revenue Related Orgs	0	CompBasedOnRevenueRelatedOrgs
Comp Based Net Earnings Filing Org	0	CompBasedNetEarningsFilingOrg
Comp Based Net Earnings Relate Orgs	0	CompBasedNetEarningsRelateOrgs
Any Non Fixed Payments	1	AnyNonFixedPayments
Initial Contract Exception	0	InitialContractException

Form990 Schedule J Part II Form990ScheduleJPartII (19 entries)

TitleTitle	Base Compensation Filing OrgBaseCompensationFilingOrg	Comp Based On Related OrgsCompBasedOnRelatedOrgs	Bonus Filing OrgBonusFilingOrg	Bonus Related OrgsBonusRelatedOrgs	Other Compensation Filing OrgOtherCompensationFilingOrg	Other Compensation Related OrgsOtherCompensationRelatedOrgs	Deferred Comp Filing OrgDeferredCompFilingOrg	Deferred Comp Related OrgsDeferredCompRelatedOrgs	Nontaxable Benefits Filing OrgNontaxableBenefitsFilingOrg	Nontaxable Benefits Related OrgsNontaxableBenefitsRelatedOrgs	Total Compensation Filing OrgTotalCompensationFilingOrg	Total Compensation Related OrgsTotalCompensationRelatedOrgs	Comp Report Prior990 Filing OrgCompReportPrior990FilingOrg	Comp Report Prior990 Related OrgsCompReportPrior990RelatedOrgs
DELBERT MARVIN CRANFORD
DIRECTOR	151344	0	0	0	0	0	0	0	0	0	151344	0	0	0
SHELDON C PETERSEN
GOVERNOR AND CEO	1264028	0	156721	0	75154	0	140423	0	24358	0	1660684	0	0	0
RICHARD E LAROCHELLE
SVP, CORPORATE RELATIONS	621745	0	93661	0	46867	0	105852	0	15309	0	883434	0	0	0
JOHN T EVANS
EVP & COO	513002	0	100125	0	48096	0	62624	0	25369	0	749216	0	0	0
JOHN J LIST
SVP, MEMBER SERVICES & GENERAL COUNS	403407	0	88727	0	51250	0	86858	0	26874	0	657116	0	0	0
STEVEN L LILLY
SVP & CFO	490697	0	80727	0	6265	0	87835	0	28166	0	693690	0	0	0
LAWRENCE ZAWALICK
SVP, AFFLIATE ORGANIZATION GROUP	617805	0	61300	0	39010	0	106557	0	12792	0	837464	0	0	0
JONATHON ANDREW DON
SVP, TREASURER	331456	0	58890	0	16527	0	119723	0	26345	0	552941	0	0	0
JOHN M BORAK
SVP, CREDIT RISK MANAGEMENT	216591	0	56947	0	46815	0	74144	0	22080	0	416577	0	0	0
JOHN F SUTER
VP, CAPITAL MARKET FUNDING	196498	0	36680	0	23200	0	100787	0	26566	0	383731	0	0	0
STEVEN M KETTLER
VP, PORTFOLIO MANAGEMENT	199623	0	33360	0	23688	0	71947	0	25827	0	354445	0	0	0
LAWRENCE SAUNDERS
VP, PORTFOLIO MANAGEMENT	198800	0	9000	0	153520	0	0	0	23675	0	384995	0	0	0
AMY S LUONGO
VP, PORTFOLIO MANAGEMENT	151748	0	23080	0	17322	0	28644	0	2513	0	223307	0	0	0
JOEL ALLEN
VP, PORTFOLIO MANAGEMENT	203393	0	33640	0	17793	0	89803	0	27381	0	372010	0	0	0
KRISHNA MURTHY
VP, ELECTRIC AND ENERGY	188425	0	42209	0	42988	0	130361	0	26230	0	430213	0	0	0
ROBERTA B ARONSON
VP, DEPUTY GENERAL COUNSEL	268285	0	47319	0	24047	0	102030	0	20271	0	461952	0	0	0
MICHAEL H CARR
VP AND CIO	220873	0	49720	0	24498	0	64252	0	26967	0	386310	0	0	0
ROBERT E GEIER JR
VP AND CONTROLLER	208647	0	36416	0	17729	0	123077	0	11214	0	397083	0	0	0
ALLYN J AMATO
ASSISTANT GENERAL COUNSEL	202152	0	34975	0	24094	0	80255	0	13329	0	354805	0	0	0

Form990 Schedule J Part III Form990ScheduleJPartIII (4 entries)

Return ReferenceReturnReference	ExplanationExplanation
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, THE CEO RECEIVES AN ANNUAL EXECUTIVE PHYSICAL PAID FOR BY CFC. ONE KEY EMPLOYEE LISTED IN PART VII, SECTION A RECEIVED A GROSS UP PAYMENT REPRESENTING A TEMPORARY HOUSING ALLOWANCE AND TAXABLE RELOCATION REIMBURSEMENT FOR PERSONAL USE DUE TO A RELOCATION TO HEADQUARTERS. THESE PAYMENTS WERE TREATED AS TAXABLE COMPENSATION.
PART I, LINE 1B	THESE PAYMENTS WERE TREATED AS TAXABLE COMPENSATION. TO PROVIDE THE ANNUAL AUTOMOBILE AND SPOUSAL AIR TRAVEL PERQUISITES IN AN EFFICIENT FASHION, THE BOARD AUTHORIZES 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 THE CEO'S SPOUSE. THESE PAYMENTS WERE TREATED AS TAXABLE COMPENSATION. CFC DOES NOT HAVE A FORMAL POLICY REGARDING PAYMENTS OR REIMBURSMENT OF THESE EXPENSES. THE PAYMENT FOR THE GROSS-UP, TAXABLE HOUSING AND RELOCATION ALLOWANCE WAS MADE IN ACCORDANCE WITH A WRITTEN RELOCATION AGREEMENT.
PART I, LINE 4B	CFC OFFERS A PENSION RESTORATION PLAN WHICH IS A COMPONENT OF THE RETIREMENT SECURITY PLAN TO OFFICERS OF THE COMPANY. THE PENSION RESTORATION PLAN, WHICH IS A 457(F) PLAN, RESTORES 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 THIS RESTORATION COMPONENT OF THE RETIREMENT SECURITY PLAN IS SIMILAR TO THAT UNDER THE QUALIFIED PLAN COMPONENT. HOWEVER, EACH OF THE NAMED EXECUTIVE OFFICERS HAS SATISFIED THE PROVISIONS ESTABLISHED TO RECEIVE THE BENEFIT FROM THIS PLAN. SINCE THERE IS NO LONGER A RISK OF FORFEITURE OF THE BENEFIT UNDER THE PENSION RESTORATION PLAN, DISTRIBUTIONS ARE MADE FROM THE PLAN TO EACH NAMED EXECUTIVE OFFICER ANNUALLY. FOR 2012 THE FOLLOWING DISTRIBUTIONS WERE MADE: JOHN BORAK $ 3,111 JOHN EVANS $ 42,159 RICHARD LAROCHELLE $244,715 STEVEN LILLY $ 37,514 JOHN LIST $ 48,366 SHELDON PETERSEN $489,898 LAWRENCE ZAWALICK $339,974
PART I, LINE 7	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 NAMED 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 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 SECURED DEBT RATINGS BY THE RATING AGENCIES.

Schedule L IRS990ScheduleL

Form990 Schedule L Part IV Form990ScheduleLPartIV (4 entries)

RelationshipRelationship	Amount Of TransactionAmountOfTransaction	Description Of TransactionDescriptionOfTransaction	Sharing Of RevenuesSharingOfRevenues
NATIONAL COOPERATIVE SERVICES CORPORATION
MEMBER/BORROWER W/ CFC'S CEO AS BOARD MEMBER	184198	INTEREST EARNED ON INVESTMENTS/ CERTIFICATES	0
NATIONAL COOPERATIVE SERVICES CORPORATION
MEMBER/BORROWER W/ CFC'S CEO AS BOARD MEMBER	35656	GUARANTEE FEES	0
NATIONAL COOPERATIVE SERVICES CORPORATION
MEMBER/BORROWER W/ CFC'S CEO AS BOARD MEMBER	3210000	MANAGEMENT FEES	0
NATIONAL COOPERATIVE SERVICES CORPORATION
MEMBER/BORROWER W/ CFC'S CEO AS BOARD MEMBER	16712851	INTEREST EARNED ON LOANS.	0

Schedule O IRS990ScheduleO

General Explanation GeneralExplanation (9 entries)

Return ReferenceReturnReference	ExplanationExplanation	IdentifierIdentifier
FORM 990, PART VI, SECTION A, LINE 6	NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION IS A NON-STOCK, MEMBERSHIP ORGANIZATION. AS OF MAY 31, 2013, THERE WERE 1,025 MEMBERS AND ASSOCIATES. MEMBERSHIP INCLUDED: CLASS A. THERE WERE 837 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 RURAL UTILITIES SERVICE 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 71 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 65 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 51) 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	THE DIRECTORS THAT COMPRISE CFC'S BOARD OF DIRECTORS ARE DIVIDED INTO THREE CLASSES; TWO CONSISTING OF SEVEN DIRECTORS EACH AND THE THIRD OF EIGHT DIRECTORS. IF THE BOARD OF DIRECTORS IN ITS DISCRETION SO DETERMINES, THEN THERE MAY BE ONE ADDITIONAL AT-LARGE DIRECTOR ELECTED TO SERVE ON THE BOARD OF DIRECTORS OF CFC FROM TIME TO TIME. DIRECTORS IN EACH CLASS SERVE FOR TERMS OF THREE YEARS AND THE EXPIRATION OF EACH CLASS OF DIRECTORS' TERMS OCCUR IN DIFFERENT YEARS. UPON EXPIRATION OF THE TERM OF A DIRECTOR, MEMBERS FROM THAT DIRECTOR'S REGION ELECT A DIRECTOR TO REPRESENT THEM ON CFC'S BOARD. ELECTIONS FOR THOSE DIRECTORS WHOSE TERMS ARE EXPIRING ARE HELD ANNUALLY. A DIRECTOR MAY NOT BE ELECTED TO SERVE MORE THAN TWO CONSECUTIVE TERMS ON THE CFC BOARD.
FORM 990, PART VI, SECTION B, LINE 11	THE BOARD OF DIRECTORS OF NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION ("CFC") REVIEWED THE 2012 FORM 990 FOR FISCAL YEAR ENDED MAY 31, 2013 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	CONFLICTS OF INTERESTS ARE ADDRESSED BY CFC THROUGH ITS RELATED PERSON TRANSACTIONS AND RELATED CREDITS POLICY (THE "POLICY"). CFC ESTABLISHED THE POLICY IN MAY 2007, AS AMENDED FROM TIME TO TIME, TO FACILITATE DISCLOSURE WITH RESPECT TO TRANSACTIONS IN WHICH ITS EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES HAVE A SUBSTANTIAL INTEREST. A RELATED PERSON TRANSACTION IS DEFINED AS ANY TRANSACTION IN WHICH (I) CFC WAS, IS, OR PROPOSES TO BE A PARTICIPANT, (II) THE AMOUNT INVOLVED EXCEEDS $120,000 AND (III) A RELATED PERSON HAS OR WILL HAVE A DIRECT OR INDIRECT MATERIAL INTEREST IN QUESTION. THE POLICY APPLIES TO ALL EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES OF CFC ("COVERED EMPLOYEES") AND REQUIRES SIMILAR DISCLOSURE TO THAT REQUIRED BY ITEM 404 OF REGULATION S-K OF THE SECURITIES ACT OF 1933, AS AMENDED. THE POLICY IS CONSISTENTLY MONITORED AND ENFORCED AT EACH REGULARLY SCHEDULED MEETING OF CFC'S BOARD. PURSUANT TO THE POLICY, EACH COVERED EMPLOYEE THAT IS AWARE OF A POTENTIAL CONFLICT OF INTEREST BETWEEN THEMSELVES AND CFC IS REQUIRED TO COMPLETE A RELATED PERSON DISCLOSURE NOTICE AT EACH BOARD MEETING DESCRIBING SUCH CONFLICT. OUTSIDE OF REGULARLY SCHEDULED BOARD MEETINGS, COVERED EMPLOYEES ARE REQUIRED TO COMPLETE RELATED PERSON DISCLOSURE NOTICES WHENEVER THEY BECOME AWARE OF A POTENTIAL CONFLICT OF INTEREST. THE RELATED PERSON DISCLOSURE NOTICE REQUIRES A DESCRIPTION OF THE PARTIES INVOLVED IN THE TRANSACTION, THE APPROXIMATE DOLLAR AMOUNT OF THE TRANSACTION, AS WELL AS AN UPDATE WITH RESPECT TO THE TIMING AND STATUS OF THE TRANSACTION. UPON RECEIPT OF A RELATED PERSON DISCLOSURE NOTICE, CFC'S GENERAL COUNSEL IS RESPONSIBLE FOR THE REVIEW, APPROVAL AND RATIFICATION OF ANY RELATED PERSON TRANSACTION. THOSE RELATED PERSON TRANSACTIONS INVOLVING A SUBSTANTIAL INTEREST OF CFC'S GENERAL COUNSEL ARE REQUIRED TO BE REFERRED TO THE BOARD FOR REVIEW, APPROVAL AND RATIFICATION. IN REVIEWING AND APPROVING RELATED PERSON TRANSACTIONS, THE GENERAL COUNSEL, AND WHEN APPLICABLE, THE BOARD, MUST TAKE INTO ACCOUNT THE BUSINESS PURPOSE OF THE TRANSACTION, WHETHER THE TRANSACTION IS ENTERED INTO ON AN ARMS-LENGTH BASIS ON TERMS FAIR TO CFC AND WHETHER SUCH TRANSACTION WOULD VIOLATE CFC'S CODE OF ETHICS. DIRECTOR COMPENSATION ARRANGEMENTS, EXECUTIVE OFFICER COMPENSATION ARRANGEMENTS AND KEY EMPLOYEE COMPENSATION ARRANGEMENTS ARE EACH EXCLUDED FROM THE DEFINITION OF RELATED PERSON TRANSACTIONS, AS WELL AS TRANSACTIONS IN WHICH THE RELATED PERSON'S INTEREST ARISES ONLY FROM THE PERSON'S POSITION AS A DIRECTOR OF ANOTHER ENTITY THAT IS A PARTY TO THE TRANSACTIONS. FINALLY, RELATED CREDITS ARE ALSO EXCLUDED FROM THE DEFINITION OF A RELATED PERSON TRANSACTION. A RELATED CREDIT IS DEFINED AS THE EXTENSION OF CREDIT TO OR FOR THE BENEFIT OF COVERED EMPLOYEES (DEFINED AS RELATED PERSONS UNDER THE POLICY) OR RELATED ENTITIES THAT ARE MADE ON SUBSTANTIALLY THE SAME TERMS AND FOLLOW THE UNDERWRITING PROCEDURES THAT ARE NO LESS STRINGENT THAN THOSE PREVAILING AT THE TIME FOR COMPARABLE TRANSACTIONS GENERALLY OFFERED BY CFC. THE POLICY PROHIBITS CFC FROM EXTENDING CREDIT IN THE FORM OF A PERSONAL LOAN TO A RELATED PERSON. RELATED ENTITIES INCLUDE CFC'S MEMBER COOPERATIVES AS WELL AS ANY COOPERATIVE, PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY OR TRUST FOR WHICH A RELATED PERSON SERVES AS AN OFFICER, DIRECTOR, EMPLOYEE OR IN ANY OTHER FIDUCIARY CAPACITY OR WHICH IS CONTROLLED BY A RELATED PERSON. THE BOARD HAS DELEGATED TO THE CEO, WITH AUTHORITY TO REDELEGATE TO SUCH OFFICER OF CFC AS THE CEO DEEMS APPROPRIATE, THE AUTHORITY TO APPROVE ALL RELATED CREDITS IN AN AMOUNT EQUAL TO OR LESS THAN $250,000 AND EMERGENCY AND CERTAIN OTHER LINES OF CREDIT. RELATED CREDITS IN EXCESS OF $250,000 MUST BE APPROVED BY THE BOARD. ALL RELATED PERSONS ARE REQUIRED TO ABSTAIN FROM PARTICIPATING, DIRECTLY OR INDIRECTLY, IN THE CREDIT APPROVAL PROCESS INVOLVING A RELATED CREDIT. ADDITIONALLY, ALL RELATED PERSON ARE REQUIRED TO LEAVE THE BOARD MEETING WHILE THE RELATED CREDIT IS BEING CONSIDERED AND DISCUSSED AND RELATED PERSONS ARE NOT PROVIDED WITH ANY WRITTEN MATERIALS PERTAINING TO SUCH RELATED CREDIT.
FORM 990, PART VI, SECTION B, LINE 15A	CFC'S EXECUTIVE COMPENSATION COMMITTEE (THE "COMMITTEE"), WHICH IS COMPRISED OF CFC EXECUTIVE COMMITTEE BOARD MEMBERS, DETERMINES AND APPROVES THE COMPENSATION OF CFC'S GOVERNOR AND CHIEF EXECUTIVE OFFICER (THE "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 2013, AN INDEPENDENT COMPENSATION CONSULTANT WAS ENGAGED BY THE COMPENSATION COMMITTEE TO CONDUCT A COMPENSATION SURVEY AND PROVIDE COMPENSATION DATA FOR THE CEO POSITION USING PEER ORGANIZATIONS IDENTIFIED BY THE INDEPENDENT CONSULTANT THROUGH DISCUSSION WITH THE COMPENSATION 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 12 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 COMPENSATION 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 TARGETED COMPANIES HAD ASSETS RANGING FROM APPROXIMATELY 50 PERCENT TO 200 PERCENT OF CFC'S DECEMBER 2011 TOTAL ASSETS OF $20,430 MILLION, AND INCLUDED SIX COMPANIES WITH GREATER TOTAL ASSETS THAN CFC'S. THE COMPARATOR GROUP CONSISTED OF FINANCIAL SERVICES ORGANIZATIONS NEW YORK COMMUNITY BANCORP, INC., ASTORIA FINANCIAL CORP., NELNET, INC., WEBSTER FINANCIAL CORP., FLAGSTAR BANCORP, PEOPLE'S UNITED FINANCIAL CORP., WASHINGTON FEDERAL INC., HUDSON CITY BANCORP INC., FIRST NIAGARA FINANCIAL GROUP, TFS FINANCIAL CORPORATION, EVERBANK FINANCIAL CORPORATION AND FEDERAL AGRICULTURAL MORTGAGE CORPORATION, AS WELL AS TWO FARM CREDIT SYSTEM PEERS. HUDSON CITY BANCORP INC.'S 2011 ASSETS ARE OUTSIDE OF THE NORMAL TARGETED ASSET RANGE, AND THEY HAVE AGREED TO A MERGER BY M&T BANK CORP. MERCER US RECOMMENDED THAT THIS COMPANY REMAIN IN THE PEER GROUP FOR THIS YEAR AND WILL REEVALUATE THE PEER GROUP FOR NEXT YEAR'S ANALYSIS. MERCER US ALSO RECOMMENDED ADDING EVERBANK FINANCIAL CORPORATION TO THE PEER GROUP THIS YEAR DUE TO THEIR CLOSE FIT WITH THE CRITERIA FOR PEER GROUP INCLUSION. THE INDEPENDENT CONSULTANT LED THE COMPENSATION COMMITTEE THROUGH AN ASSESSMENT OF CEO COMPENSATION DATA AT THE COMPARISON GROUP COMPANIES USING BOTH A ONE-YEAR AND A THREE-YEAR COMPENSATION ANALYSIS. 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 COMPENSATION COMMITTEE REVIEWED TOTAL COMPENSATION DATA FOR THE COMPARATOR GROUP FOR INFORMATIONAL PURPOSES AND USED THIS DATA SOLELY TO DETERMINE THE COMPETITIVENESS OF OUR CEO BASE PAY. AFTER REVIEWING THE PERFORMANCE OF THE ORGANIZATION AND THE EVALUATION OF THE CEO'S PERFORMANCE BY EACH BOARD MEMBER, IT WAS THE ASSESSMENT OF THE COMMITTEE THAT THE CEO AND THE ORGANIZATION PERFORMED EXTREMELY WELL DURING ANOTHER CHALLENGING BUSINESS YEAR. IN FACT, THE BUSINESS RESULTS EXCEEDED COMPANY TARGETS FOR NEARLY ALL KEY METRICS OF PERFORMANCE AND THE CEO CONTINUED TO DEMONSTRATE OUTSTANDING LEADERSHIP. HOWEVER, AT THE REQUEST OF THE CEO, GIVEN THE CONTINUED ECONOMIC AND COMPETITIVE BUSINESS CHALLENGES FACING THE ORGANIZATION, THE COMMITTEE DID NOT INCREASE THE CEO'S COMPENSATION FOR CALENDAR YEAR 2013. 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 THAT ARTICULATES THE CORPORATE STRATEGY INTO SPECIFIC, QUANTIFIABLE, MEASURABLE GOALS. THE SCORECARD IS DIVIDED INTO FOUR QUADRANTS, REFLECTING CRUCIAL AREAS OF BUSINESS PERFORMANCE. SPECIFIC GOALS ARE ESTABLISHED WITHIN THOSE QUADRANTS TO FOCUS ALL EMPLOYEES ON THE TARGET RESULTS AND MEASURES THAT MUST BE ACHIEVED IF WE ARE TO SUCCEED AT REALIZING OUR STRATEGIC PLAN. THE INTENT IS TO ALIGN ORGANIZATIONAL, DEPARTMENTAL AND INDIVIDUAL INITIATIVES TO ACHIEVE A COMMON SET OF GOALS. EVERY EMPLOYEE PARTICIPATES IN THE SHORT-TERM INCENTIVE PROGRAM, AND THE CORPORATE STRATEGIC GOALS ARE THE SAME FOR ALL EMPLOYEES, INCLUDING THE NAMED 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 SENIOR SECURED DEBT BY RATING AGENCIES: STANDARD & POOR'S CORPORATION 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, CURRENTLY $100. 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 CFC'S 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 AUTHORIZES 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 THE CEO'S SPOUSE. ADDITIONALLY, CFC'S CEO RECEIVES AN ANNUAL EXECUTIVE PHYSICAL PAID FOR BY CFC. THE COMMITTEE DESIGNATES 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 NAMED 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 BYLAWS, AS AMENDED, AND ANNUAL AND PERIODIC FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC THROUGH THE SECURITIES AND EXCHANGE COMMISSION'S ("SEC") WEBSITE. CFC'S ARTICLES OF INCORPORATION AND BYLAWS, AS AMENDED, ARE ALSO AVAILABLE 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 BYLAWS ARE FILED AS EXHIBIT 3.2 TO THE FORM 10-Q FOR THE QUARTER ENDED FEBRUARY 28, 2011, FILED ON APRIL 13, 2011. CFC'S ANNUAL AND PERIODIC FINANCIAL STATEMENTS ARE PERIODICALLY FILED WITH THE SEC ON FORM 10-K AND FORM 10-Q. CFC'S ARTICLES OF INCORPORATION ARE FILED AS EXHIBIT 3.1 TO REGISTRATION STATEMENT NO. 2-46018, FILED ON OCTOBER 12, 1972, HOWEVER, THIS FILING IS NOT CURRENTLY PUBLICLY AVAILABLE.
FORM 990, PART XI, LINE 9:	PATRONAGE CAPITAL DISTRIBUTION -35,805,354. MEMBERSHIP FEES -22,400. OTHER COMPREHENSIVE INCOME -817,613. EDUCATION FUND -14,000. DERIVATIVE FORWARD VALUE 133,694,254. INTEGRITY FUND 498,334. ROUNDING DIFFERENCE -36.	CHANGES IN NET ASSETS OR FUND BALANCES:
FORM 990, PART XI, LINE 2C	WHILE THERE IS NO A 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 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 SECURITIES AND EXCHANGE COMMISSION 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 CERTAIN PERMISSIBLE NON-AUDIT SERVICES OF A DE MINIMIS AMOUNT. 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.	ORGANIZATION'S FINANCIAL STATEMENTS AUDITED BY INDEPENDENT ACCOUNTANTS.
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 THE INTEREST OF MAXIMIZING 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.	POLICY OR PROCEDURE REGARDING JOINT VENTURE ARRANGEMENTS

Schedule R IRS990ScheduleR

Form990 Schedule R Part I Form990ScheduleRPartI (6 entries)

Address Line1AddressUS/AddressLine1	CityAddressUS/City	StateAddressUS/State	ZIP CodeAddressUS/ZIPCode	EINEIN	Primary ActivitiesPrimaryActivities	Legal Domicile StateLegalDomicileState	Total IncomeTotalIncome	EOY AssetsEOYAssets	Direct Controlling Entity NADirectControllingEntityNA	Business Name Line1DirectControllingEntityName/BusinessNameLine1
CFC ADVANTAGE LLC
C/O NRUCFC 20701 COOPERATIVE WAY	DULLES	VA	20166	205755206	BUY AND SELL LOANS	VA	0	27433	N/A
DENTON REALTY PARTNERS LP
C/O NRUCFC 20701 COOPERATIVE WAY	DULLES	VA	20166	062967876	HOLDING COMPANY	DE	0	13538515		DENTON REALTY HOLDINGS LLC AND DENTON REALTY INVESTORS LLC
DENTON REALTY HOLDINGS LLC
C/O NRUCFC 20701 COOPERATIVE WAY	DULLES	VA	20166	061673239	HOLDING COMPANY	DE			N/A
DENTON REALTY INVESTORS LLC
C/O NRUCFC 20701 COOPERATIVE WAY	DULLES	VA	20166		HOLDING COMPANY	DE			N/A
CARIBBEAN ASSET HOLDINGS LLC
C/O NRUCFC 20701 COOPERATIVE WAY	DULLES	VA	20166	264752447	HOLDING COMPANY	DE	0	306086000	N/A
DRP COUNTRY LAKES LLC
C/O NRUCFC 20701 COOPERATIVE WAY	DULLES	VA	20166	272847626	OWN OPERATE MANAGE AND SELL IMPROVE REAL PROPERTY	TX	0	4538461	N/A

Form990 Schedule R Part IV Form990ScheduleRPartIV (13 entries)

Address Line1AddressUS/AddressLine1	CityAddressUS/City	StateAddressUS/State	ZIP CodeAddressUS/ZIPCode	EINEIN	Primary ActivityPrimaryActivity	Legal Domicile Foreign CountryLegalDomicileForeignCountry	Business Name Line1DirectControllingEntityName/BusinessNameLine1	Type Of EntityTypeOfEntity	Share Of EOY AssetsShareOfEOYAssets	Percentage OwnershipPercentageOwnership	Controlled OrgControlledOrg	Legal Domicile StateLegalDomicileState	Share Of Total IncomeShareOfTotalIncome
DTR HOLDINGS LLC
C/O CAH 20701 COOPERATIVE WAY	DULLES	VA	20166	660728522	HOLDING COMPANY	VQ	CARIBBEAN ASSET HOLDINGS LLC	C	247053000	1.00000	1
VI POWERNET LLC
C/O DTR HOLDINGS LLC 20701 COOPERAT	DULLES	VA	20166	660728523	INTERNET SERVICE	VQ	DTR HOLDINGS LLC	C	21714681	1.00000	1
BVI ASSET HOLDINGS LLC
C/O CAH 20701 COOPERATIVE WAY	DULLES	VA	20166	264752636	HOLDING COMPANY		CARIBBEAN ASSET HOLDINGS LLC	C	6660	1.00000	1	DE
STM ASSET HOLDINGS LLC
C/O CAH 20701 COOPERATIVE WAY	DULLES	VA	20166	264752724	HOLDING COMPANY		CARIBBEAN ASSET HOLDINGS LLC	C	13906	1.00000	1	DE
CARIBBEAN COMMUNICATION CORP
C/O DTR HOLDINGS LLC 20701 COOPERAT	DULLES	VA	20166	670253554	CABLE NETWORKS	VQ	DTR HOLDINGS LLC	C	33818680	0.99500	1		1136241
ST CROIX CABLE TV INC
C/O DTR HOLDINGS LLC 20701 COOPERAT	DULLES	VA	20166	660380487	CABLE NETWORKS	VQ	DTR HOLDINGS LLC	C	20578232	0.99500	1
ICC TV INC
C/O DTR HOLDINGS LLC 20701 COOPERAT	DULLES	VA	20166	669572552	TELEVISION	VQ	DTR HOLDINGS LLC	C	1252567	0.99500	1
VITELCOM CELLULAR INC
C/O DTR HOLDINGS LLC 20701 COOPERAT	DULLES	VA	20166	660449394	WIRELESS SERVICE	VQ	DTR HOLDINGS LLC	C	11859971	0.99500	1
VIRGIN ISLANDS TELEPHONE CORPORATION
C/O DTR HOLDINGS LLC 20701 COOPERAT	DULLES	VA	20166	670251357	TELECOMMUNICATION	VQ	DTR HOLDINGS LLC	C	187674954	1.00000	1		1677057
INNOVATIVE LONG DISTANCE INC
C/O DTR HOLDINGS LLC 20701 COOPERAT	DULLES	VA	20166	660591568	TELECOMMUNICATION	VQ	DTR HOLDINGS LLC	C	9005975	1.00000	1		1175964
GROUP B-200 INC
C/O DTR HOLDINGS LLC 20701 COOPERAT	DULLES	VA	20166	660732664	AIRPLANE HOLDING CO.	VQ	DTR HOLDINGS LLC	C	1659795	1.00000	1
BVI CABLE TV LTD
C/O BVI ASSETS HOLDINGS LLS 20701 C	DULLES	VA	20166	999999999	CABLE NETWORKS	VI	BVI ASSETS HOLDINGS LLC		6215000	1.00000	1
CARRIBEAN TELEVIEW SERVICES NV
C/O STM ASSETS HOLDINGS LLS 20701 C	DULLES	VA	20166	999999999	CABLE NETWORKS	VI	STM ASSETS HOLDINGS LLC		13588000	1.00000	1

Field	Value	IRS element (for citing)
Receipt Of Int Ann Rents Royalties	1	ReceiptOfIntAnnRentsRoyalties
Gift Grant Or Cap Contr To Other Org	0	GiftGrantOrCapContrToOtherOrg
Gift Grant Or Cap Contr Fr Other Org	0	GiftGrantOrCapContrFrOtherOrg
Loans Or Guarantees To Other Org	1	LoansOrGuaranteesToOtherOrg
Loans Or Guarantees From Other Org	0	LoansOrGuaranteesFromOtherOrg
Dividends Related Organization	0	DividendsRelatedOrganization
Sale Of Assets To Other Org	0	SaleOfAssetsToOtherOrg
Purchase Of Assets From Other Org	0	PurchaseOfAssetsFromOtherOrg
Exchange Of Assets	0	ExchangeOfAssets
Rental Of Facilities To Other Orgs	0	RentalOfFacilitiesToOtherOrgs
Rental Of Facilities Fr Other Orgs	0	RentalOfFacilitiesFrOtherOrgs
Perform Of Services For Other Orgs	0	PerformOfServicesForOtherOrgs
Perform Of Services By Other Orgs	0	PerformOfServicesByOtherOrgs
Sharing Of Facilities	0	SharingOfFacilities
Sharing Of Paid Employees	0	SharingOfPaidEmployees
Reimbursement Paid To Other Org	0	ReimbursementPaidToOtherOrg
Reimbursement Paid By Other Org	0	ReimbursementPaidByOtherOrg
Other Transfer To Other Org	0	OtherTransferToOtherOrg
Other Transfer From Other Org	0	OtherTransferFromOtherOrg

Transactions Related Orgs Table TransactionsRelatedOrgsTable (4 entries)

Transaction TypeTransactionType	Amount InvolvedAmountInvolved	Method Of Amt DeterminationMethodOfAmtDetermination
DTR HOLDINGS LLC
A	4373000	ACCRUAL
DTR HOLDINGS LLC
D	45984000	NET VALUE
BVI ASSETS HOLDINGS LLC
A	123000	ACCRUAL
STM ASSET HOLDINGS LLC
A	152000	ACCRUAL