2019-10-04T08:44:04-05:00 2019-05-31 135565207 KPMG LLP 8350 BROAD STREET SUITE 900 MCLEAN VA 22102 990 2018-06-01 520891669 NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION NATI 7034671800 20701 COOPERATIVE WAY DULLES VA 20166 SHELDON PETERSEN CEO 7034671800 2019-10-04 0 NANCY T MURPHY P00482451 7032868000 205.229.101.10 2019-10-04 08:43:59 ED P 0E4C15207DC127BDB52450F77D4060F40C3F1AE4 B288AD827DC563B49A7B576810D8F92DAF4EC560 2018 2020-01-14 16:20:31Z SHELDON PETERSEN 20701 COOPERATIVE WAY DULLES VA 20166 1421595297 0 X WWW.NRUCFC.COOP X 1969 VA BRIDGING THE FINANCIAL NEEDS OF THE RURAL ELECTRIC COOPERATIVE NETWORK WITH GLOBAL CAPITAL MARKETS. 23 23 293 0 0 0 0 0 1297860625 1390394359 11727904 24660699 5223274 6444026 1314811803 1421499084 1330761 1609767 0 0 51916729 51019328 0 0 0 1108417709 1198703977 1161665199 1251333072 153146604 170166012 26646814838 27085054946 25166345396 25802184618 1480469442 1282870328 X 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 1159566039 1609767 1396838385 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. SEE SCHEDULE O FOR FUTHER INFORMATION.GRANTS: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.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 COMMUNICATIONS GROUP APPROVES THE APPLICATIONS MADE BY THE ASSOCIATIONS. 1159566039 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 1 139 0 1 293 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 ROBERT GEIER 7034671800 20701 COOPERATIVE WAY DULLES VA 20166 HARRY N PARK UNTIL 032019 PRESIDENT-DIRECTOR 8.00 X X 61000 0 0 KENT D FARMER PRESIDENT-DIRECTOR 10.00 X X 61000 0 0 DEAN R TESCH VICE PRESIDENT 8.00 X X 60000 0 0 ALAN W WATTLES SECRETARY-TREASURER 13.40 X X 55000 0 0 PATRICK L BRIDGES UNTIL 032019 DIRECTOR 5.00 X 55000 0 0 ROBERT BROCKMAN DIRECTOR 10.00 X 55000 0 0 MIKE CAMPBELL UNTIL 032018 DIRECTOR 1.00 X 10166 0 0 PHILIP A CARSON UNTIL 032019 DIRECTOR 10.00 X 55000 0 0 DAVID E FELKEL DIRECTOR 5.00 X 45833 0 0 ROMAN E GILLEN UNTIL 032019 DIRECTOR 8.00 X 55000 0 0 DOYLE JAY HANSON DIRECTOR 10.00 X 55000 0 0 THOMAS L HAYES DIRECTOR 9.50 X 55000 0 0 ROBERT M HILL UNTIL 032019 DIRECTOR 5.00 X 55000 0 0 JIMMY A LAFOY DIRECTOR 8.50 X 55000 0 0 CURTIN R RAKESTRAW IIUNTIL 032019 DIRECTOR 5.00 X 55000 0 0 DEBRA L ROBINSON DIRECTOR 6.00 X 55000 0 0 TIMOTHY RODRIGUEZ DIRECTOR 10.00 X 45833 0 0 BRADLEY J SCHARDIN DIRECTOR 10.49 X 55000 0 0 MARK SNOWDEN UNTIL 0318 DIRECTOR 1.00 X 9167 0 0 MARSHA L THOMPSON DIRECTOR 9.00 X 55000 0 0 STEPHEN C VAIL DIRECTOR 7.00 X 55000 0 0 BRUCE A VITOSH DIRECTOR 8.00 X 55000 0 0 TODD P WARE DIRECTOR 5.00 X 55000 0 0 GREGORY D WILLIAMS DIRECTOR 8.50 X 55000 0 0 CURTIS WYNN DIRECTOR 5.00 X 55000 0 0 THOMAS BAILEY BEGIN 032019 DIRECTOR 0.00 X 0 0 0 CHRIS CHRISTENSEN BEGIN 032019 DIRECTOR 0.00 X 0 0 0 DENNIS FULK BEGIN 032019 DIRECTOR 0.00 X 0 0 0 BARBARA HAMPTON BEGIN 032019 DIRECTOR 0.00 X 0 0 0 BRADLEY JANORSCHKE BEGIN 032019 DIRECTOR 0.00 X 0 0 0 GORDON NORTON BEGIN 032019 DIRECTOR 0.00 X 0 0 0 SHELDON C PETERSEN CEO 65.00 X 1893200 0 111854 JOHN T EVANS UNTIL 92018 EVP & COO 58.00 X 1285873 0 27449 JONATHON ANDREW DON SVP AND CFO 60.00 X 623078 0 218682 GREGORY STARHEIM SVP, BUS & IND DEV 60.00 X 601800 0 306828 ROBERTA B ARONSON SVP & GEN COUNSEL 55.00 X 543499 0 230153 JOEL ALLEN SVP, MEMBER SERVICES GROUP 50.00 X 456969 0 208612 GRACEANN CLENDENEN SVP & CAO 50.00 X 430353 0 305845 ROBIN REED SVP, LOAN OPERATIONS 50.00 X 382456 0 145710 STEVEN M KETTLER SVP, STRATEGIC SERVICES 65.00 X 414988 0 167276 BRAD CAPTAIN SVP, CORPORATE RELATIONS 55.00 X 368937 0 119298 JOHN M BORAK SVP, CREDIT RISK MANAGEMEN 60.00 X 385693 0 163961 LAWRENCE SAUNDERS VP, PORTFOLIO MANAGEMENT 50.00 X 332591 0 81219 GHOLAM M SALEH VP, FINANCIAL RISK MANAGEM 60.00 X 294630 0 49255 YU LING WANG VP, CAPITAL MARKETS 60.00 X 308684 0 62313 AMY S LUONGO VP, PORTFOLIO MANAGEMENT 45.00 X 307512 0 65527 DANIEL W CAWOOD VP, PORTFOLIO MANAGEMENT 50.00 X 277954 0 72081 DAVID W OLAH VP, PORTFOLIO MANAGEMENT 50.00 X 256174 0 78132 ALLYN J AMATO VP & DEP GEN COUNSEL 48.00 X 386826 0 108742 RICHARD PERREAULT VP AND CIO 40.00 X 376276 0 73639 GARY A BRADBURY VP, INTERNAL AUDIT AND ERM 47.00 X 338920 0 87181 ROBERT E GEIER JR VP AND CONTROLLER 60.00 X 337087 0 101224 JOHN FREDERICK SUTER VP, CAPITAL MARKETS RESEARCH & ANALYSIS 40.00 X 319170 0 117776 DELBERT MARVIN CRANFORD FORMER DIRECTOR 0.00 X 12064 0 0 JOHN LIST UNTIL 92015 FORMER SVP 0.00 X 146942 0 0 12364675 0 2902757 175 1 1 0 ZEPHYR TECHNOLOGY SERVICES LLC 170 JENNIFER RD SUITE 230 ANNAPOLIS MD 21401 IT SERVICES 3411548 SUNERA TECHNOLOGIES INC 631 EAST BIG BEAVER RD SUITE 109 TROY MI 48083 IT SERVICES 2965962 CASSIOPAE US INC 1 VAN DE GRAAFF DR BURLINGTON MA 01803 IT SERVICES 1957238 KPMG LLP 3 CHESTNUT RIDGE RD MONTVALE NJ 07645 AUDIT/TAX SERVICES 1388120 STRATEGICIT SOLUTIONS LLC 13800 COPPERMINE RD HERNDON VA 20171 IT SERVICES 1159456 68 INTEREST FROM PSA 522298 1102264425 1102264425 DERIVATIVE CASH SETTLEMENTS 522298 279063327 279063327 OTHER INCOME-LOAN FEES 522298 15143424 15143424 RECOVERY FOR LOSSES 522298 1039178 1039178 G/L EARLY EXTINGUISHMENT OF DEBT 522298 -7115995 -7115995 1390394359 24605080 24605080 151832 96213 55619 55619 55619 MANAGEMENT FEES 522298 5371000 5371000 INTEGRITY FUND COLLECTIONS FROM M 522298 1073026 1073026 6444026 1421499084 1396838385 0 24660699 1609767 1609767 13429414 13429414 56407 56407 25001006 25001006 6925695 6925695 3481352 3481352 2125454 2125454 973000 973000 952879 952879 1373713 1373713 783464 783464 5430510 5430510 1281439 1281439 1326639 1326639 6122954 6122954 2537869 2537869 2749651 2749651 5352341 5352341 1157172808 1157172808 9305300 9305300 616180 616180 DUES, SUBSCRIPTIONS & R 380181 380181 COMMUNITY OUTREACH 273037 273037 TRAINING 262896 262896 BANK FEES 180230 180230 1628886 1628886 1251333072 1159566039 91767033 0 137581468 148090013 100287735 36462319 160501840 164378563 25126697426 25871010087 7858459 7085769 174322196 53694837 116031082 120627359 6980263 570532226 702871276 82444800 288005289 84423810 26646814838 27085054946 3974696740 3783888239 63949254 56301831 15298045423 15858200062 5531306731 5689742234 298347248 414052252 25166345396 25802184618 X 968800 968800 0 0 1479500642 1281901528 1480469442 1282870328 26646814838 27085054946 X 170166012 -1799418 -365965708 X X 0 1 X 1 0 23795971 23795971 56179334 18848174 37331160 94346891 34846663 59500228 120627359 GUARANTEE LIABILITY 13666487 OTHER ACCRUED EXPENSES 16849864 CREDIT LOSSES ALLOWANCE 63000 DERIVATIVE LIABILITY 383472901 414052252 1 CKENERGY ELECTRIC COOPERATIVE INC PO BOX 70 BINGER OK 73009 474815587 501 (C)(6) 32832 INTEGRITY FUND - TERRITORY THREAT ELKHORN RURAL PUBLIC POWER DISTRICT PO BOX 310 BATTLE CREEK NE 687150310 476000258 501 (C)(6) 18842 INTEGRITY FUND - TERRITORY THREAT GRAND CANYON STATE ELECTRIC COOPERATIVE ASSOCIATION INC 2210 S PRIEST DRIVE TEMPE AZ 85282 866056759 501 (C)(6) 125000 INTEGRITY FUND - TERRITORY THREAT HIGH WEST ENERGY PO BOX 519 PINE BLUFFS WY 820820519 830143525 501 (C)(6) 12847 INTEGRITY FUND - TERRITORY THREAT NORTHWESTERN ELECTRIC COOPERATIVE INC PO BOX 2707 WOODWARD OK 738022707 730375825 501 (C)(6) 93391 INTEGRITY FUND - TERRITORY THREAT PEDERNALES ELECTRIC COOPERATIVE INC PO BOX 1 JOHNSON CITY TX 786360001 740828412 501 (C)(6) 105608 INTEGRITY FUND - TERRITORY THREAT SAN ISABEL ELECTRIC ASSOCIATION INC 781 E INDUSTRIAL BLVD PUEBLO WEST CO 81007 840312535 501 (C)(6) 23911 INTEGRITY FUND - TERRITORY THREAT SOUTH TEXAS ELECTRIC COOPERATIVE INC PO BOX 119 NURSERY TX 77976 741393760 501 (C)(6) 125000 INTEGRITY FUND - TERRITORY THREAT THE ASSOCIATION OF LOUISIANA ELECTRIC COOPERATIVES INC 10725 AIRLINE HIGHWAY BATON ROUGE LA 708164299 720400467 501 (C)(6) 104630 INTEGRITY FUND - TERRITORY THREAT ALASKA POWER ASSOCIATION 703 WEST TUDOR ROAD SUITE 200 ANCHORAGE AK 995036650 920069880 501 (C)(6) 14800 EDUCATIONAL FUND-NRECA YOUTH TOUR OF DC & ID CONSUMER-OWNED UTILITY ASSOC YOUTH RALLY ALABAMA RURAL ELECTRIC ASSOCIATION OF COOPERATIVES PO BOX 244014 MONTGOMERY AL 361244014 630264081 501 (C)(6) 17400 EDUCATIONAL FUND-AREA SUMMER CONFERENCE ELECTRIC COOPERATIVES OF ARKANSAS PO BOX 194208 LITTLE ROCK AR 722194208 710219756 501 (C)(12) 13400 EDUCATIONAL FUND-ORIENTATION TO COOP PRINCIPLES & LEADERSHIP & EMPLOYEE TRAINING MISSOURI ELECTRIC COOPERATIVES PO BOX 1645 JEFFERSON CITY MO 65102 430631824 501 (C)(6) 30200 EDUCATIONAL FUND-MO COOPERATIVE YOUTH CONFERENCE AND LEADERSHIP EXPERIENCE COLORADO RURAL ELECTRIC ASSOCIATION 5400 NORTH WASHINGTON STREET DENVER CO 80216 840411220 501 (C)(6) 18000 EDUCATIONAL FUND-EMPLOYEE EDUCATION COURSES; NRECA YOUTH TOUR OF WASHINGTON, DC ELECTRIC POWER ASSOCIATIONS OF MISSISSIPPI PO BOX 3300 RIDGELAND MS 391583300 640200697 501 (C)(6) 17400 EDUCATIONAL FUND-NRECA YOUTH TOUR OF WASHINGTON, DC FLORIDA ELECTRIC COOPERATIVES ASSOCIATION INC 2916 APALACHEE PARKWAY TALLAHASSEE FL 32301 590633990 501 (C)(6) 11600 EDUCATIONAL FUND-FECA SUMMER LEADERSHIP CONFERENCE GEORGIA ELECTRIC MEMBERSHIP CORPORATION PO BOX 1707 TUCKER GA 300851707 580530279 501 (C)(6) 25400 EDUCATIONAL FUND-SUNBELT AG EXPO EDUCATION EXHIBIT GOLDEN STATE POWER COOPERATIVE 8 S PINION PINE CIRCLE GRAEAGLE CA 96103 680441905 501 (C)(6) 6200 EDUCATIONAL FUND-ENERGY COOPERATIVE DEVELOPMENT & EDUCATION GRAND CANYON STATE ELECTRIC COOPERATIVE ASSOCIATION 22 S PRIEST DRIVE TEMPE AZ 85282 866056759 501 (C)(6) 12200 EDUCATIONAL FUND-NRECA YOUTH TOUR OF WASHINGTON, DC IDAHO CO-OPERATIVE UTILITIES ASSOCIATION INC PO BOX 1898 BOISE ID 837011898 820502739 501 (C)(6) 11600 EDUCATIONAL FUND-ICUA YOUTH RALLY & ICUA MEMBERS CONFERENCE INDIANA ELECTRIC COOPERATIVES 8888 KEYSTONE CROSSING SUITE 1600 INDIANAPOLIS IN 46240 351499808 501 (C)(6) 27000 EDUCATIONAL FUND-EMPLOYEE TRAINING, BOARD DEVELOPMENT & MEMBER EDUCATION IOWA ASSOCIATION OF ELECTRIC COOPERATIVES 8525 DOUGLAS AVENUE STE 48 DES MOINES IA 503222992 420662488 501 (C)(6) 25800 EDUCATIONAL FUND-EDUCATIONAL RESOURCES AND MEMBER EDUCATION KANSAS ELECTRIC COOPERATIVES INC PO BOX 4267 TOPEKA KS 666044267 480541902 501 (C)(12) 20000 EDUCATIONAL FUND-BACK TO BASICS PROGRAM MICHIGAN ELECTRIC COOPERATIVE ASSOCIATION 201 TOWNSEND STREET SUITE 900 LANSING MI 489331529 382214287 501 (C)(6) 9600 EDUCATIONAL FUND-NRECA YOUTH TOUR OF WASHINGTON, DC MINNESOTA RURAL ELECTRIC ASSOCIATION 11640 - 73RD AVENUE NORTH MAPLE GROVE MN 55369 410417193 501 (C)(6) 25600 EDUCATIONAL FUND-BOARD LEADERSHIP (BLC) CERTIFICATION COURSES AND STAFF TRAINING MONTANA ELECTRIC COOPERATIVES' ASSOCIATION PO BOX 1306 GREAT FALLS MT 59403 810229220 501 (C)(6) 19400 EDUCATIONAL FUND-THE TODAY'S MEMBERS PROGRAM NEBRASKA RURAL ELECTRIC ASSOCIATION PO BOX 82048 LINCOLN NE 68501 470394033 501 (C)(6) 17800 EDUCATIONAL FUND-NRECA YOUTH TOUR OF WASHINGTON, DC NEVADA RURAL ELECTRIC ASSOCIATION 1894 E WILLIAM STREET SUITE 4222 CARSON CITY NV 89701 880237046 501 (C)(6) 8200 EDUCATIONAL FUND-STATEWIDE ENERGY SMART PROGRAM NEW MEXICO RURAL ELECTRIC COOPERATIVE ASSOCIATION INC 614 DON GASPAR AVENUE SANTA FE NM 87505 850155370 501 (C)(6) 11600 EDUCATIONAL FUND-NRECA CREDENTIALED COOP DIR & BOARD LEADERSHIP CERTIFICATE COURSES NEW YORK STATE RURAL ELECTRIC COOPERATIVE ASSOCIATION INC PO BOX 128 HARTWICK NY 133480128 161264464 501 (C)(6) 6200 EDUCATIONAL FUND-STUDENT PARTICIPATION - NRECA LEG. CONFERENCE NORTH CAROLINA ASSOCIATION OF ELECTRIC COOPERATIVES INC PO BOX 27306 RALEIGH NC 27611 561189186 501 (C)(6) 17200 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 EDUCATIONAL FUND-COOPERATIVE CONNECTION ORIENTATION PROGRAM NORTHEAST ASSOCIATION OF ELECTRIC COOPERATIVES INC PO BOX 8 EAST MONTPELIER VT 05651 222153529 501 (C)(12) 15000 EDUCATIONAL FUND-NRECA YOUTH TOUR OF WASHINGTON, DC OHIO'S ELECTRIC COOPERATIVES 6677 BUSCH BOULEVARD COLUMBUS OH 43229 510174617 501 (C)(6) 21400 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 EDUCATIONAL FUND-YOUTH TOUR PROMOTIONAL MATERIALS & T-SHIRTS OREGON RURAL ELECTRIC COOPERATIVE ASSOCIATION 8565 SW SALISH LANE SUITE 130 WILSONVILLE OR 970709674 930593238 501 (C)(6) 20200 EDUCATIONAL FUND-LEGISLATOR OUTREACH PROGRAM & DIRECTOR EDUCATION PENNSYLVANIA RURAL ELECTRIC ASSOCIATION PO BOX 1266 HARRISBURG PA 171081266 236291530 501 (C)(6) 21000 EDUCATIONAL FUND-PREA COMMUNICATIONS WORKSHOP SOUTH DAKOTA RURAL ELECTRIC ASSOCIATION INC PO BOX 1138 PIERRE SD 57501 460231254 501 (C)(12) 16200 EDUCATIONAL FUND-YOUTH EXCURSION TENNESSEE ELECTRIC COOPERATIVE ASSOCIATION PO BOX 100912 NASHVILLE TN 37224 620461379 501 (C)(6) 14400 EDUCATIONAL FUND-YOUTH LEADERSHIP SUMMIT TEXAS ELECTRIC COOPERATIVES INC 1122 COLORADO ST STE 2400 AUSTIN TX 787012167 741007829 277 48600 EDUCATIONAL FUND-YOUR TOUR MAGAZINE AND TEXAS CO-OP POWER TOOL KIT THE ASSOCIATION OF LOUISIANA ELECTRIC COOPERATIVES INC 10725 AIRLINE HIGHWAY BATON ROUGE LA 708164299 720400467 501 (C)(6) 9800 EDUCATIONAL FUND-LOUISIANA ELECTRIC COOPERATIVES YOUTH TOUR THE ELECTRIC COOPERATIVES OF SOUTH CAROLINA INC 808 KNOX ABBOTT DRIVE CAYCE SC 29033 570308664 502 (C)(6) 15800 EDUCATIONAL FUND-NRECA TRAINING COURSES (STATEWIDE BASIS) UTAH RURAL ELECTRIC ASSOCIATION 10714 SOUTH JORDAN GATEWAY SUITE 300 SOUTH JORDAN UT 84095 870402010 501 (C)(6) 9000 EDUCATIONAL FUND-NEW LEGISLATOR EDUCATION VA MD & DE ASSOCIATION OF ELECTRIC COOPERATIVES PO BOX 2340 GLEN ALLEN VA 230582340 540553861 501 (C)(6) 19600 EDUCATIONAL FUND-BOARD TRAINING AND EDUCATION WASHINGTON RURAL ELECTRIC COOPERATIVE ASSOCIATION PO BOX 7219 OLYMPIA WA 985077219 911236389 501 (C)(6) 14000 EDUCATIONAL FUND-WRECA ANNUAL MEMBERSHIP MEETING EDUC. MATERIAL WISCONSIN ELECTRIC COOPERATIVE ASSOCIATION 222 WEST WASHINGTON AVENUE SUITE 680 MADISON WI 537032869 391128018 501 (C)(6) 20800 EDUCATIONAL FUND-WECA YOUTH LEADERSHIP CONGRESS/YOUTH TOUR WYOMING RURAL ELECTRIC ASSOCIATION 2312 CAREY AVENUE CHEYENNE WY 820013627 830207211 501 (C)(12) 10200 EDUCATIONAL FUND-SPONSOR YOUTH TOUR & AG IN THE CLASSROOM NRECA 4301 WILSON BLVD FIN8-110 ARLINGTON VA 22203 530116145 501(C)(6) 310974 EDUCATIONAL FUND-COOPERATIVE.COM 49 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 COMMUNICATIONS GROUP APPROVES THE APPLICATIONS MADE BY THE ASSOCIATIONS. X X 1 0 X X X X X 0 1 0 0 0 0 0 1 0 SHELDON C PETERSEN CEO 1048366 0 364270 0 480564 0 27687 0 28619 0 1949506 0 0 0 JOHN T EVANS UNTIL 92018 EVP & COO 488412 0 191020 0 606441 0 15000 0 16998 0 1317871 0 464860 0 JONATHON ANDREW DON SVP AND CFO 409285 0 166270 0 47523 0 175388 0 32881 0 831347 0 0 0 GREGORY STARHEIM SVP, BUS & IND DEV 390649 0 158520 0 52631 0 259120 0 32986 0 893906 0 0 0 ROBERTA B ARONSON SVP & GEN COUNSEL 350885 0 144125 0 48489 0 206796 0 7927 0 758222 0 0 0 JOEL ALLEN SVP, MEMBER SERVICES GROUP 315650 0 114250 0 27069 0 189401 0 32346 0 678716 0 0 0 GRACEANN CLENDENEN SVP & CAO 268908 0 113635 0 47810 0 260205 0 27481 0 718039 0 0 0 ROBIN REED SVP, LOAN OPERATIONS 258526 0 97298 0 26632 0 136458 0 16679 0 535593 0 0 0 STEVEN M KETTLER SVP, STRATEGIC SERVICES 255753 0 111800 0 47435 0 126880 0 27214 0 569082 0 0 0 BRAD CAPTAIN SVP, CORPORATE RELATIONS 237508 0 93800 0 37629 0 85596 0 9336 0 463869 0 0 0 JOHN M BORAK SVP, CREDIT RISK MANAGEMEN 229918 0 99762 0 56013 0 168123 0 12938 0 566754 0 0 0 LAWRENCE SAUNDERS VP, PORTFOLIO MANAGEMENT 249300 0 75642 0 7649 0 67176 0 21998 0 421765 0 0 0 GHOLAM M SALEH VP, FINANCIAL RISK MANAGEM 238907 0 49500 0 6223 0 34779 0 22747 0 352156 0 0 0 YU LING WANG VP, CAPITAL MARKETS 224708 0 71472 0 12504 0 61624 0 2424 0 372732 0 0 0 AMY S LUONGO VP, PORTFOLIO MANAGEMENT 214272 0 73459 0 19781 0 56140 0 15120 0 378772 0 0 0 DANIEL W CAWOOD VP, PORTFOLIO MANAGEMENT 203176 0 64954 0 9824 0 53677 0 33071 0 364702 0 0 0 DAVID W OLAH VP, PORTFOLIO MANAGEMENT 195543 0 55370 0 5261 0 57827 0 29998 0 343999 0 0 0 ALLYN J AMATO VP & DEP GEN COUNSEL 266738 0 91165 0 28923 0 93582 0 28460 0 508868 0 0 0 RICHARD PERREAULT VP AND CIO 263999 0 86240 0 26037 0 52610 0 33026 0 461912 0 0 0 GARY A BRADBURY VP, INTERNAL AUDIT AND ERM 241203 0 77528 0 20189 0 66877 0 31375 0 437172 0 0 0 ROBERT E GEIER JR VP AND CONTROLLER 233631 0 77020 0 26436 0 80079 0 9535 0 426701 0 0 0 JOHN FREDERICK SUTER VP, CAPITAL MARKETS RESEARCH & ANALY 218821 0 73463 0 26886 0 96471 0 31916 0 447557 0 0 0 DELBERT MARVIN CRANFORD FORMER DIRECTOR 0 0 0 0 12064 0 0 0 0 0 12064 0 12064 0 JOHN LIST UNTIL 92015 FORMER SVP 0 0 3672 0 143270 0 6367 0 0 0 153309 0 143270 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, THE CEO 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 HIS 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 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 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 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, THREE OF THE EXECUTIVE OFFICERS PARTICIPATING IN THE PENSION RESTORATION PLAN HAVE SATISFIED THE PROVISIONS ESTABLISHED TO RECEIVE THE BENEFIT FROM THESE PLANS. SINCE THESE OFFICERS NO LONGER HAVE A RISK OF FORFEITURE OF THE BENEFITS UNDER THE PENSION RESTORATION PLAN, DISTRIBUTIONS ARE MADE FROM THE PLAN TO EACH EXECUTIVE OFFICER ANNUALLY SHOULD THEY HAVE AN ACCRUED BENEFIT. IN ADDITION, THE CEO IS ALSO ELIGIBLE FOR A SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN WHICH MAY BE FUNDED AT THE DISCRETION OF THE BOARD OF DIRECTORS. FOR CALENDAR YEAR 2018 TWO OFFICERS HAD ACCRUED VESTED BENEFITS AND RECEIVED THE FOLLOWING DISTRIBUTIONS FROM THE PLANS DISCUSSED ABOVE: JOHN EVANS $ 96,732 SHELDON PETERSEN $392,824 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 NON-STOCK, MEMBERSHIP ORGANIZATION. AS OF MAY 31, 2019, THERE WERE 1,020 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 67 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 64 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 46) 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 2018 FORM 990 FOR FISCAL YEAR ENDED MAY 31, 2019 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 AND THEIR IMMEDIATE FAMILY MEMBERS ("RELATED PERSON") HAVE A SUBSTANTIAL INTEREST. A RELATED PERSONS 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 HAD, HAS, OR WILL HAVE A DIRECT OR INDIRECT MATERIAL INTEREST IN THE TRANSACTION IN QUESTION. THE POLICY APPLIES TO ALL EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES OF CFC ("COVERED PARTIES") AND REQUIRES SIMILAR DISCLOSURE TO THAT REQUIRED BY ITEM 404 OF REGULATION S-K OF THE SECURITIES ACT OF 1933, AS AMENDED. ON A QUARTERLY BASIS, EACH DIRECTOR IS REQUIRED TO REVIEW THE POLICY AND COMPLETE A RELATED PERSON DISCLOSURE IF HE OR SHE OR AN IMMEDIATE FAMILY MEMBER IS INVOLVED IN A TRANSACTION WITH CFC. OUTSIDE OF REGULARLY SCHEDULED BOARD MEETINGS, DIRECTORS 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, AND ANY OTHER MATERIAL FACTS AND CIRCUMSTANCES, 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 IF IT MEETS THE CRITERIA BELOW. 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 A RELATED PERSON TRANSACTION, THE GENERAL COUNSEL, AND WHEN APPLICABLE, THE BOARD, MUST REASONABLY DETERMINE, BASED ON A REVIEW OF THE AVAILABLE INFORMATION, THAT THE TRANSACTION IS FAIR AND REASONABLE TO CFC AND CONSISTENT WITH THE BEST INTERESTS OF CFC. IN THE EVENT THE GENERAL COUNSEL BECOMES AWARE OF A RELATED PERSON TRANSACTION THAT HAS NOT BEEN APPROVED UNDER THE POLICY PRIOR TO CONSUMMATION, THE GENERAL COUNSEL SHALL NOTIFY THE BOARD OF DIRECTORS AND TAKE SUCH OTHER ACTIONS AS MAY BE NECESSARY TO SUSPEND THE CONSUMMATION OF THE TRANSACTION PENDING BOARD OF DIRECTORS' REVIEW. RELATED PERSON TRANSACTIONS DO NOT INCLUDE COMPENSATION OR EXPENSE REIMBURSEMENT ARRANGEMENTS WITH DIRECTORS, OFFICERS OR KEY EMPLOYEES (NOTWITHSTANDING THAT OFFICER COMPENSATION MAY BE DISCLOSED IN "ITEM 13. RELATED-PERSON TRANSACTION" IN OUR ANNUAL REPORT ON FORM 10-K, ELSEWHERE IN THE CFC'S PERIODIC REPORTS FILED WITH THE SEC OR OTHERWISE DISCLOSED PUBLICLY AS A RELATED PERSON TRANSACTION); TRANSACTIONS WHERE THE RELATED PERSON'S INTEREST ARISES ONLY FROM THE PERSON'S POSITION AS A DIRECTOR OF ANOTHER ENTITY THAT IS A PARTY TO THE TRANSACTION; AND TRANSACTIONS DEEMED TO BE RELATED CREDITS. A RELATED CREDIT IS DEFINED AS THE EXTENSION OF CREDIT TO OR FOR THE BENEFIT OF COVERED EMPLOYEES 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 COVERED EMPLOYEE. RELATED ENTITIES INCLUDE CFC'S MEMBER COOPERATIVES AS WELL AS ANY ENTITY FOR WHICH A RELATED PERSON (I) SERVES AS AN OFFICER, DIRECTOR, TRUSTEE, ALTERNATIVE DIRECTOR OR TRUSTEE OR EMPLOYEE (INCLUDING PART TIME EMPLOYEE), (II) CONTROLS THE ENTITY, OR (III) HAS A SUBSTANTIAL BENEFICIAL INTEREST IN THE ENTITY. 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 PERSONS ARE REQUIRED TO LEAVE THE BOARD MEETING OR DISCONNECT FROM THE CONFERENCE CALL WHILE THE RELATED CREDIT IS BEING CONSIDERED AND DISCUSSED AND RELATED PERSONS ARE NOT PROVIDED WITH ANY WRITTEN MATERIALS PERTAINING TO SUCH RELATED CREDIT. 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 2019, 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 13 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 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 MAY RECEIVE AN ANNUAL EXECUTIVE PHYSICAL PAID FOR BY CFC. 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 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. 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 -47,505,824. DERIVATIVE FORWARD VALUE LOSS -318,134,424. NET CHANGE IN OTHER OCI COMPONENTS 102,574. NET REDUCTION IN MEMBERSHIP FEES 0. NET CHANGE IN INTEGRITY FUND -428,034. 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.