2013-01-14T11:12:31-06:00 2012-05-31 861065772 DELOITTE TAX LLP 1750 TYSONS BOULEVARD MCLEAN VA 22102 990 2011-06-01 520891669 NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION NATI 7034671800 20701 COOPERATIVE WAY DULLES VA 20166 STEVEN L LILLY 7034671800 2013-01-14 0 KRISTINA RASMUSSEN P00143920 7032511000 2011 2016-03-07 17:11:31Z STEVEN L LILLY 20701 COOPERATIVE WAY DULLES VA 20166 1249646034 0 X WWW.NRUCFC.COOP X 1969 VA TAX EXEMPT COOPERATIVE ORGANIZATION PROVIDING FINANCING TO RURAL ELECTRIC COOPERATIVES 23 23 238 0 0 0 0 0 1395981969 1240520159 3855863 3888007 4934676 5069000 1404772508 1249477166 2123427 1378844 0 0 43368134 39879244 0 0 0 1184302428 1090366164 1229793989 1131624252 174978519 117852914 20128724345 19889857994 19447065976 19400559170 681658369 489298824 X 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. 0 0 1028533939 1245589023 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. 19781544 136 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 LOSSES FROM CFC'S WHOLLY OWNED SUBSIDIARY CARIBBEAN ASSET HOLDINGS ("CAH") AND DENTON REALTY PARTNERS LP, RESPECTIVELY FOR THE YEAR ENDED MAY 31, 2012. DURING FISCAL YEAR 2012, THE OPERATING COMPANIES OF CFC'S WHOLLY OWNED SUBSIDIARY CAH, EXPERIENCED $19,621,000 IN LOSSES 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 LOST 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 $161,000. 15465000 LOSS ON EARLY EXTINGUISHEMENT OF DEBT - WE REDEEM OUTSTANDING DEBT EARLY ON OCCASION TO MANAGE LIQUIDITY AND INTEREST RATE RISK. WHEN WE REDEEM OUTSTANDING DEBT EARLY, WE 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. IN AUGUST 2011 AND OCTOBER 2011, WE REDEEMED A TOTAL OF $500 MILLION OF OUR $1,500 MILLION, 7.25% SERIES C MEDIUM-TERM NOTES WITH AN ORIGINAL MATURITY OF MARCH 1, 2012 AT A PREMIUM. BOTH THE PREMIUM AND UNAMORTIZED ISSUANCE COSTS TOTALING $16 MILLION WERE RECORDED AS A LOSS ON EXTINGUISHMENT OF DEBT DURING THE YEAR ENDED MAY 31, 2012. 2579584 1378844 GUARANTEE LOSS PROVISION - WE MAINTAIN A GUARANTEE LIABILITY THAT REPRESENTS OUR CONTINGENT AND NON-CONTINGENT EXPOSURE RELATED TO GUARANTEES AND STANDBY LIQUIDITY OBLIGATIONS ASSOCIATED WITH OUR MEMBER'S DEBT. THE GUARANTEE LIABILITY IS INCLUDED IN THE OTHER LIABILITIES LINE ITEM ON THE CONSOLIDATED BALANCE SHEET, AND THE PROVISION FOR GUARANTEE LIABILITY IS REPORTED IN NON-INTEREST EXPENSE AS A SEPARATE LINE ITEM ON THE CONSOLIDATED STATEMENT OF OPERATIONS. THE CONTINGENT PORTION OF THE GUARANTEE LIABILITY REPRESENTS MANAGEMENT'S ESTIMATE OF OUR EXPOSURE TO LOSSES WITHIN THE GUARANTEE PORTFOLIO. THE METHODOLOGY USED TO ESTIMATE THE CONTINGENT GUARANTEE LIABILITY IS CONSISTENT WITH THE METHODOLOGY USED TO DETERMINE THE ALLOWANCE FOR LOAN LOSS.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 EDUCATION 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.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.CREDIT LOSS ALLOWANCE - AS PART OUR SERVICES WE MAY ENTER INTO ARRANGEMENTS FOR UNADVANCED COMMITMENTS WITH OUR MEMBERS. UNADVANCED COMMITMENTS REPRESENT AMOUNTS FOR WHICH WE HAVE APPROVED AND EXECUTED LOAN CONTRACTS, BUT FUNDS HAVE NOT BEEN ADVANCED. WE DO NOT MAINTAIN AN ALLOWANCE FOR THE MAJORITY OF OUR UNADVANCED LOAN COMMITMENTS AS THE LOANS ARE GENERALLY SUBJECT TO MATERIAL ADVERSE CHANGE CLAUSES THAT WOULD NOT REQUIRE US TO LEND OR CONTINUE TO LEND TO A BORROWER EXPERIENCING A MATERIAL ADVERSE CHANGE IN THEIR BUSINESS OR CONDITION, FINANCIAL OR OTHERWISE. THE METHODOLOGY USED TO DETERMINE AN ESTIMATE OF PROBABLE LOSSES FOR UNADVANCED COMMITMENTS RELATED TO COMMITTED LINES OF CREDIT THAT ARE NOT SUBJECT TO MATERIAL ADVERSE CHANGE CLAUSE AT THE TIME OF EACH LOAN ADVANCE IS CONSISTENT WITH THE METHODOLOGY USED TO DETERMINE THE ALLOWANCE FOR LOAN LOSSES. THE ALLOWANCE FOR UNADVANCED COMMITMENTS IS INCLUDED IN THE OTHER LIABILITIES LINE ITEM ON THE CONSOLIDATED BALANCE SHEET. CHANGES TO THE ALLOWANCE FOR UNADVANCED COMMITMENTS ARE RECORDED IN THE CONSOLIDATED STATEMENT OF OPERATIONS IN OTHER NON-INTEREST EXPENSE. 2579584 1378844 1066360067 0 0 0 0 0 0 0 0 0 1 0 0 0 1 0 0 1 0 1 1 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 1 0 0 0 0 1 1 1 0 0 1 83 0 1 238 1 0 1 VI OC 0 0 0 0 0 0 0 0 X 23 23 0 0 0 0 1 1 0 1 1 0 0 1 1 1 1 1 1 1 0 1 1 AZ GA X ROBERT GEIER 7034671800 20701 COOPERATIVE WAY DULLES VA 20166 FREDERICK C ANDERSON 8.40 X 42350 0 0 RAY BEAVERS 7.80 X 36850 0 0 FRED BROG 11.60 X 39650 0 0 RAPHAEL BRUMBELOE 6.80 X 40550 0 0 GRANT CLAWSON 4.30 X 31450 0 0 WALTER K CROOK 8.40 X 35450 0 0 JAMES DOERSTLER 9.70 X 42050 0 0 JIMMY EWING JR 6.00 X 40700 0 0 MICHAEL J GUIDRY 5.60 X 26500 0 0 CHRISTOPHER L HAMON 15.00 X 41450 0 0 MIKE CAMPBELL 0.00 X 0 0 0 SCOTT W HANDY 8.40 X 40100 0 0 JIM C HERRON 2.10 X 12000 0 0 WILLIAM A KOPACZ 11.10 X 41450 0 0 LYLE KORVER 6.80 X 40700 0 0 GLENN MILLER 7.20 X 42500 0 0 RANDY D RENTH 8.60 X 41150 0 0 DWIGHT ROSSOW 9.90 X 36800 0 0 R WAYNE STRATTON 3.70 X 37600 0 0 J DAVID WASSON JR 8.30 X 45100 0 0 CURTIS NOLAN 5.70 X 22800 0 0 KIRK THOMPSON 7.70 X 26800 0 0 DELBERT MARVIN CRANFORD 10.40 X X 47350 0 0 BURNS MERCER 5.40 X X 44950 0 0 JOEL CUNNINGHAM 10.40 X X 39950 0 0 SHELDON PETERSEN 65.00 X 1511720 0 109608 RICHARD LAROCHELLE 60.00 X 722551 0 104714 JOHN EVANS 55.00 X 653278 0 100451 JOHN LIST 60.00 X 644299 0 94548 STEVEN LILLY 60.00 X 627261 0 107680 LAWRENCE ZAWALICK 55.00 X 481259 0 91143 JONATHON ANDREW DON 60.00 X 373726 0 79773 JOHN BORAK 60.00 X 351195 0 95310 KRISHNA MURTHY 48.00 X 286672 0 149603 JOHN SUTER 50.00 X 262954 0 105580 STEVEN KETTLER 65.00 X 382457 0 52960 ROBERTA ARONSON 55.00 X 341016 0 91584 MICHAEL CARR 50.00 X 300341 0 72428 JOSEPH SIEKIERSKI 40.00 X 281778 0 86057 ROBIN REED 55.00 X 266647 0 63357 8383404 0 1404796 134 0 1 0 THE WHITING TURNER CONTRACTING COMPANY 14900 CONFERENCE CENTER DRIVE STE CHANTILLY VA 20151 BUILDING CONTRACTOR 13508840 HOGAN LOVELLS US LLP 555 THIRTEENTH STREET NW WASHINGTON DC 200041109 LEGAL 2174365 SAPIENT CORP PO BOX 414715 BOSTON MA 022414715 IS CONTRACTORS 1875187 DELOITTE & TOUCHE LLP PO BOX 277694 ATLANTA GA 303847894 AUDITORS 1781750 FULBRIGHT & JAWORSKI LLP 2200 ROSS AVENUE DALLAS TX 75201 LEGAL 1283346 15 INTEREST FROM PSA 522200 939515473 939515473 DERIVATVE CASH SETTLEM 522200 264924256 264924256 RECOVERY FOR LOAN LOSS 522200 18108236 18108236 OTHER INCOME-LOAN FEES 522200 17829679 17829679 REIMBURSED EXPENSES 522200 142515 142515 1240520159 3934028 3934028 122847 168868 -46021 -46021 -46021 MANAGEMENT FEES 522200 5069000 5069000 5069000 1249477166 1245589159 0 3888007 1378844 1378844 7849665 7849665 22414878 22414878 5207373 5207373 2624379 2624379 1782949 1782949 2599785 2599785 1206070 1206070 1546039 1546039 535754 535754 2209935 2209935 3806805 3806805 2939444 2939444 2144350 2144350 1747446 1747446 1028533939 1028533939 4311680 4311680 561308 561308 FORECLOSED ASSETS 19781544 19781544 LOSS ON EARLY EXTINGUIS 15465000 15465000 OTHER EXPENSES 1776325 1776325 GUARANTEE LOSS PROVISIO 726000 726000 474740 474740 1131624252 1066360067 65264185 0 56803036 33610197 233288109 152766733 149072455 184965093 18807705402 18739092967 5404039 5157001 117805811 15035374 88794307 102770437 58600825 59045008 280811395 223476219 448244777 388974339 20128724345 19889857994 2478771144 3423217407 17687268 26131431 6924035316 8027405108 9547017269 7261695854 479554979 662109370 19447065976 19400559170 X 994400 995400 0 0 680663969 488303424 681658369 489298824 20128724345 19889857994 X 117852914 -310212459 X X 0 1 1 X 0 14012447 24595492 38607939 47431597 1274598 46156999 26706242 12473376 14232866 5060033 1287400 3772633 102770437 GUARANTEE LIABILITY 28406574 OTHER ACCRUED EXPENSES 6884587 CREDIT LOSSES ALLOWANCE 217000 MEMB APP FEES-MEMBERSHIP APPL 9000 DERIVATIVE LIABILITY -SFAS133 626592209 662109370 CENTRAL AMERICA AND THE CARIBBEAN - 1 5 INVESTMENTS 201558061 1 5 0 0 1 5 201558061 0 201558061 0 0 1 0 0 0 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. 1 ALASKA POWER ASSOCIATION 703 WEST TUDOR ROAD SUITE 200 ANCHORAGE AK 995036650 920069880 501 (C)(6) 11600 PARTICIPATION IN YOUTH LEADERSHIP PROGRAMS ARKANSAS ELECTRIC COOPERATIVES INC PO BOX 194208 LITTLE ROCK AR 72219 710219756 501 (C)(12) 23200 ORIENTATION TO COOPERATIVE PRINCIPLES AND LEADERSHIP ALABAMA RURAL ELECTRIC ASSOCIATION OF COOPERATIVES PO BOX 244014 MONTGOMERY AL 361244014 630264081 501 (C)(6) 14400 DIRECTOR TRAINING CONFERENCE ASSOCIATION OF ILLINOIS ELECTRIC COOPERATIVES PO BOX 3787 SPRINGFIELD IL 627083787 370159736 502 (C)(6) 40400 FARMER TRAINING AND PROMOTION ASSOCIATION OF MISSOURI ELECTRIC COOPERATIVES PO BOX 1645 JEFFERSON CITY MO 65102 430631824 501 (C)(6) 25600 COOPERATIVE YOUTH LEADERSHIP CONFERENCE AND WASHINGTON YOUTH TOUR COLORADO RURAL ELECTRIC ASSOCIATION 5400 NORTH WASHINGTON STREET DENVER CO 80216 840411220 501 (C)(6) 13600 DIRECTOR AND EMPLOYEE TRAINING ELECTRIC POWER ASSOCIATIONS OF MISSISSIPPI PO BOX 3300 RIDGELAND MS 391583300 640200697 501 (C)(6) 13200 COOPERATIVE YOUTH LEADERSHIP WORKSHOP FLORIDA ELECTRIC COOPERATIVES ASSOCIATION INC 2916 APALACHEE PARKWAY TALLAHASSEE FL 32301 590633990 501 (C)(6) 10000 LEADERSHIP CONFERENCE FOR DIRECTORS & MANAGERIAL STAFF GEORGIA ELECTRIC MEMBERSHIP CORPORATION PO BOX 1707 TUCKER GA 300851707 580530279 501 (C)(6) 23600 EDUCATION BOOTH AT SUNBELT AGRICULTURAL EXPOSITION GOLDEN STATE POWER COOPERATIVE 14619 HAMLIN STREET VAN NUYS CA 91411 680441905 501 (C)(6) 5200 ASSISTANCE TO START-UP CO-OPS WITH SEMINARS AND SPEAKERS GRAND CANYON STATE ELECTRIC COOPERATIVE ASSOCIATION 120 NORTH 44TH STREET PHOENIX AZ 85034 866056759 501 (C)(6) 11200 COOPERATIVE YOUTH LEADERSHIP CONFERENCE AND WASHINGTON YOUTH TOUR IDAHO COOPERATIVE UTILITIES ASSOCIATION INC PO BOX 1898 BOISE ID 837011898 820502739 502 (C)(6) 19200 ICUA YOUTH RALLY AND THE ICUA MEMBERS CONFERENCE INDIANA STATEWIDE ASSOCIATION OF RURAL ELECTRIC COOPERATIVES INC PO BOX 24517 INDIANAPOLIS IN 46224 351499808 501 (C)(6) 24400 TRAINING PROGRAMS FOR EMPLOYEES AND CO-OP BOARD MEMBERS IOWA ASSOCIATION OF ELECTRIC COOPERATIVES 8525 DOUGLAS AVE SUITE 48 DES MOINES IA 50322 420662488 502 (C)(6) 47200 MONTHLY MAGAZINE AND OTHER COMMUNICATIONS PROGRAMS FOR MEMBERS-CONSUMERS IN IOWA KANSAS ELECTRIC COOPERATIVES INC PO BOX 4267 TOPEKA KS 666044267 480541902 501 (C)(12) 16800 INFORMATIONAL PUBLICATION FOR DISTRIBUTION TO CO-OP MEMBERS AND PUBLIC MICHIGAN ELECTRIC COOPERATIVE ASSOCIATION 2859 W JOLLY ROAD OKEMOS MI 488641182 382214287 501 (C)(6) 9600 YOUTH TOUR TO WASHINGTON AND MICHIGAN ELECTRIC TEEN DAYS SUMMER CAMP MINNESOTA RURAL ELECTRIC ASSOCIATION 11640 - 73RD AVENUE NORTH MAPLE GROVE MN 55369 410417193 501 (C)(6) 24000 TRAINING AND EDUCATION FOR NEW COOPERATIVE BOARD MEMBERS MONTANA ELECTRIC COOPERATIVES' ASSOCIATION PO BOX 1306 GREAT FALLS MT 59403 810229220 501 (C)(6) 14400 MEMBERS AND YOUTH TO WASHINGTON, DC TOUR NATIONAL RURAL ELECTRIC COOPERATIVE ASSOCIATION 4301 WILSON BOULEVARD ARLINGTON VA 222031860 530116145 501 (C)(6) 85096 FOR OPERATION AND CAPITAL EXPENDITURES ASSOCIATED WITH COOPERATIVE.COM WEB SITE NEBRASKA RURAL ELECTRIC ASSOCIATION PO BOX 82048 LINCOLN NE 68501 470394033 501 (C)(6) 32800 NREA WASHINGTON YOUTH TOUR NEVADA RURAL ELECTRIC ASSOCIATION PO BOX 365 WELLS NV 89835 880237046 501 (C)(6) 6400 BUILDING A GRASSROOTS PROGRAM NEW MEXICO RURAL ELECTRIC COOPERATIVE ASSOCIATION INC 614 DON GASPAR AVENUE SANTA FE NM 87501 850155370 501 (C)(6) 10400 DIRECTOR TRAINING COURSES FROM NRECA NEW YORK STATE RURAL ELECTRIC COOPERATIVE ASSOCIATION INC 9 WILSON AVENUE HARTWICK NY 14810 161264464 501 (C)(6) 5600 RURAL ELECTRIC YOUTH TOUR TO WASHINGTON NORTH CAROLINA ASSOCIATION OF ELECTRIC COOPERATIVES INC PO BOX 27306 RALEIGH NC 27611 561189186 501 (C) 15600 BRIGHT IDEAS PROGRAM -- CLASSROOM SUPPORT FOR TEACHERS NORTH DAKOTA ASSOCIATION OF RURAL ELECTRIC COOPERATIVES P O BOX 727 MANDAN ND 585540727 450231058 501 (C) 22800 "COOPERATIVE CONNECTIONS" ORIENTATION PROGRAM NORTHEAST ASSOCIATION OF ELECTRIC COOPERATIVES INC 9 WILSON AVENUE BATH NY 148101633 222153529 501 (C)(12) 16400 EDUCATION/TRAINING FOR DIRECTORS & EMPLOYEES OHIO RURAL ELECTRIC COOPERATIVES PO BOX 26036 COLUMBUS OH 432260036 510174617 501 (C)(6) 19600 CHILDREN OF MEMBERS SCHOLARSHIP PROGRAM OKLAHOMA ASSOCIATION OF ELECTRIC COOPERATIVES INCORPORATED PO BOX 54309 OKLAHOMA CITY OK 731541309 730556236 501 (C)(6) 17200 PUBLICATION OF "A PARTNERSHIP OF PROGRESS" OREGON RURAL ELECTRIC COOPERATIVE ASSOCIATION 1750 LIBERTY ST SE SALEM OR 97302 930593238 501 (C)(6) 13600 LEGISLATOR EDUCATION ON CO-OP OPERATIONS PENNSYLVANIA RURAL ELECTRIC ASSOCIATION PO BOX 1266 HARRISBURG PA 171081266 236291530 501 (C)(6) 17600 COOPERATIVE COMMUNICATION WORKSHOP SOUTH DAKOTA RURAL ELECTRIC ASSOCIATION INC PO BOX 1138 PIERRE SD 57501 460231254 501 (C)(12) 15600 2011 YOUTH EXCURSION TENNESSEE ELECTRIC COOPERATIVE ASSOCIATION PO BOX 100912 NASHVILLE TN 37224 620461379 501 (C)(6) 13200 YOUTH LEADERSHIP SUMMIT TEXAS ELECTRIC COOPERATIVES INC 1122 COLORADO ST STE 2400 AUSTIN TX 787012167 741007829 277 39600 LOCAL PAGES EDITORS EDUCATION PROGRAM THE ASSOCIATION OF LOUISIANA ELECTRIC COOPERATIVES INC 10725 AIRLINE HIGHWAY BATON ROUGE LA 708164299 720400467 501 (C)(6) 8000 RURAL ELECTRIC YOUTH TOUR TO WASHINGTON THE ELECTRIC COOPERATIVES OF SOUTH CAROLINA INC 808 KNOX ABBOTT DRIVE CAYCE SC 29033 570308664 502 (C)(6) 26400 NRECA TRAINING COURSES ON A STATEWIDE BASIS UTAH RURAL ELECTRIC ASSOCIATION 10714 SOUTH JORDAN GATEWAY SOUTH JORDAN UT 84095 870402010 501 (C)(6) 8000 LEGISLATOR EDUCATION/UREA YOUTH LEADERSHIP CHALLENGE VIRGINIA MARYLAND & DELAWARE ASSOCIATION OF ELECTRIC COOPERATIVES PO BOX 2340 GLEN ALLEN VA 230582340 540553861 501 (C)(6) 18400 2012 MEMBER COOPERATIVE DIRECTOR TRAINING WASHINGTON RURAL ELECTRIC COOPERATIVE ASSOCIATION PO BOX 7219 OLYMPIA WA 985077219 911236389 501 (C)(6) 10800 WRECA 2012 ANNUAL MEETING PROGRAM COOPERATIVE NETWORK ELECTRIC DIVISION 1 SOUTH PINCKNEY STREET MADISON WI 537032869 391128018 501(C) 18400 YOUTH LEADERSHIP CONFERENCE WYOMING RURAL ELECTRIC ASSOCIATION 2312 CAREY AVENUE CHEYENNE WY 820013627 830207211 501 (C)(12) 8800 LINEMAN SCHOLARSHIP; AG IN THE CLASSROOM AND SPONSORSHIP OF YOUTH TOUR CARROLL ELECTRIC COOPERATIVE 920 HIGHWAY 62 SPUR BERRYVILLE AR 72616 710027635 501 (C)(12) 85143 INTEGRITY FUND GRANT TO SUPPORT MEMBER FROM BEING ACQUIRED BY ANOTHER ENTITY. RED RIVER VALLEY CO-OP POWER 109 2ND AVENUE EAST HALSTAD MN 56548 410497361 501 (C)(12) 48719 INTEGRITY FUND GRANT TO SUPPORT MEMBER'S RIGHT TO PROVIDE SERVICE IN A DISPUTE WITH ANOTHER ENTITY. ROCK ENERGY COOPERATIVE PO BOX 1758 JANESVILLE WI 53547 390574424 501 (C)(12) 14658 INTEGRITY FUND GRANT TO SUPPORT MEMBER'S RIGHT TO PROVIDE SERVICE IN A DISPUTE WITH ANOTHER ENTITY. THE ELECTRIC COOPERATIVES OF SOUTH CAROLINA INC 808 KNOX ABBOTT DRIVE CAYCE SC 29033 570308664 501 (C) 114309 INTEGRITY FUND GRANT TO SUPPORT MEMBER FROM BEING ACQUIRED BY ANOTHER ENTITY. CHOCTAWHATCHEE ELECTRIC CO-OP (CHELCO) 1350 W BALDWIN AVE DE FUNIAK SPRINGS FL 324350512 590192831 501(C)(12) 49538 INTEGRITY FUND GRANT - MUNI TERRITORY THREAT COOKSON HILLS ELECTRIC COOPERATIVE 1002 EAST MAIN STREET STIGLER OK 74462 730543457 501(C)(12) 6182 INTEGRITY FUND GRANT TO SUPPORT MEMBER'S RIGHT TO PROVIDE SERVICE IN A DISPUTE WITH ANOTHER ENTITY. EAST-CENTRAL IOWA REC 2400 BING MILLER LANE URBANA IA 523450248 421445092 501(C)(12) 122280 INTEGRITY FUND GRANT - MUNI TERRITORY THREAT FLORIDA ELECTRIC COOPERATIVES ASSOCIATION 2916 APALACHEE PARKWAY TALLAHASSEE FL 32301 590633990 501(C)(6) 20000 INTEGRITY FUND GRANT - IOU TERRITORY THREAT 0 55 PROCEDURE FOR MONITORING GRANTS IN THE U.S.: PART I, LINE 2: 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. X X X 0 0 X X X X X X 0 1 0 0 0 0 0 1 0 SHELDON PETERSEN 1105937 0 329332 0 76451 0 84262 0 23601 0 1619583 0 0 0 RICHARD LAROCHELLE 558680 0 121293 0 42578 0 100803 0 16300 0 839654 0 0 0 JOHN EVANS 478014 0 128330 0 46934 0 86074 0 24842 0 764194 0 0 0 JOHN LIST 458756 0 136293 0 49250 0 83244 0 26089 0 753632 0 0 0 STEVEN LILLY 489703 0 131293 0 6265 0 94694 0 27212 0 749167 0 0 0 LAWRENCE ZAWALICK 355313 0 88400 0 37546 0 82264 0 11188 0 574711 0 0 0 JONATHON ANDREW DON 287601 0 74863 0 11262 0 63744 0 27852 0 465322 0 0 0 JOHN BORAK 219628 0 85752 0 45815 0 79902 0 21037 0 452134 0 0 0 KRISHNA MURTHY 187448 0 57180 0 42044 0 116438 0 26784 0 429894 0 0 0 JOHN SUTER 187871 0 51930 0 23153 0 105974 0 26167 0 395095 0 0 0 STEVEN KETTLER 188490 0 43952 0 150015 0 36295 0 25832 0 444584 0 0 0 ROBERTA ARONSON 268074 0 65852 0 7090 0 76499 0 23326 0 440841 0 0 0 MICHAEL CARR 215857 0 61160 0 23324 0 55763 0 30065 0 386169 0 0 0 JOSEPH SIEKIERSKI 169476 0 67809 0 44493 0 77206 0 18732 0 377716 0 0 0 ROBIN REED 195944 0 53520 0 17183 0 56320 0 10511 0 333478 0 0 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 RECEIVES AN ANNUAL EXECUTIVE PHYSICAL PAID FOR BY CFC. ONE HIGHLY COMPENSATED 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 2011 THE FOLLOWING DISTRIBUTIONS WERE MADE: JOHN BORAK $ 4,783 JOHN EVANS $ 77,910 RICHARD LAROCHELLE $ 187,790 STEVEN LILLY $ 93,036 JOHN LIST $ 101,493 SHELDON PETERSEN $ 362,324 LAWRENCE ZAWALICK $ 88,694 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. NATIONAL COOPERATIVE SERVICES CORPORATION MEMBER/BORROWER W/ CFC'S CEO AS BOARD MEMBER 1225803 INTEREST EARNED ON INVESTMENTS/ CERTIFICATES 0 NATIONAL COOPERATIVE SERVICES CORPORATION MEMBER/BORROWER W/ CFC'S CEO AS BOARD MEMBER 531153 GUARANTEE FEES 0 NATIONAL COOPERATIVE SERVICES CORPORATION MEMBER/BORROWER W/ CFC'S CEO AS BOARD MEMBER 3156000 MANAGEMENT FEES 0 NATIONAL COOPERATIVE SERVICES CORPORATION MEMBER/BORROWER W/ CFC'S CEO AS BOARD MEMBER 13156000 INTEREST EARNED ON LOANS. 0 NATIONAL RURAL TELECOMMUNICATIONS COOPERATIVE MEMBER/BORROWER W/ CFC'S CEO AS BOARD MEMBER 7708 COMMITMENT AND GUARANTEE FEES 0 FORM 990, PART VI, SECTION A, LINE 6 NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION IS A NON-STOCK, MEMBERSHIP ORGANIZATION. AS OF MAY 31, 2012, THERE WERE 1,029 MEMBERS AND ASSOCIATES. MEMBERSHIP INCLUDED: CLASS A. THERE WERE 838 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 66 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 53) 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 2011 FORM 990 FOR FISCAL YEAR ENDED MAY 31, 2012 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, DELOITTE TAX 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 2012, 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 THREE MEMBERS OF THE FARM CREDIT SYSTEM AND 10 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 2010 TOTAL ASSETS OF $20,560 MILLION, AND INCLUDED SEVEN 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, AND FEDERAL AGRICULTURAL MORTGAGE CORPORATION, AS WELL AS THREE FARM CREDIT SYSTEM PEERS. ALTHOUGH HUDSON CITY BANCORP INC.'S 2010 ASSETS ARE OUTSIDE OF THE NORMAL TARGETED ASSET RANGE, THE INDEPENDENT CONSULTANT RECOMMENDED THAT THIS COMPANY REMAIN IN THE PEER GROUP. 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 VOLATILE BUSINESS YEAR. THE COMMITTEE ALSO TOOK INTO CONSIDERATION THE INFORMATION PROVIDED BY THE INDEPENDENT CONSULTANT, INDICATING THAT EXECUTIVE PAY INCREASES WERE PROJECTED TO AVERAGE ABOUT 3 PERCENT FOR CALENDAR YEAR 2011. THEREFORE, IN RECOGNITION OF HIS STRONG PERFORMANCE AND LEADERSHIP, THE COMPENSATION COMMITTEE INCREASED THE CEO'S BASE PAY 3 PERCENT TO $813,700, EFFECTIVE JANUARY 1, 2012. IN ADDITION, IN RECOGNITION OF THE CEO'S SUCCESSFUL LEADERSHIP AND STRATEGIC GUIDANCE OF CFC THROUGH THE RECENT DOWN ECONOMY, THE BOARD OF DIRECTORS AUTHORIZED A ONE-TIME CASH AWARD OF $100,000 PAID TO THE CEO IN DECEMBER 2011. 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 TERN INCENTIVES 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 ALSO 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. CHANGES IN NET ASSETS OR FUND BALANCES: FORM 990, PART XI, LINE 5: PATRONAGE CAPITAL DISTRIBUTION -46,220,572. MEMBERSHIP FEES 1,000. OTHER COMPREHENSIVE INCOME -559,249. EDUCATION FUND -71,744. DERIVATIVE FORWARD VALUE -216,243,594. FAIR VALUE ADJ. FORECLOSED ASSETS -47,714,845. INTEGRITY FUND 596,545. TOTAL TO FORM 990, PART XI, LINE 5: -310,212,459. ORGANIZATION'S FINANCIAL STATEMENTS AUDITED BY INDEPENDENT ACCOUNTANTS. FORM 990, PART XI, LINE 2C WHILE THERE IS NO A SEPERATE 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. POLICY OR PROCEDURE REGARDING JOINT VENTURE ARRANGEMENTS FORM 990, PART VI, QUESTION 16B PART VI., SECTION B., QUESTION 16. 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. 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