TY 2010 Form 990

- TIN:

Form990

Department of the Treasury
Internal Revenue Service

Return of Organization Exempt From Income Tax

Under section 501(c), 527, or 4947(a)(1) of the Internal Revenue Code (except black lung benefit trust or private foundation)

The organization may have to use a copy of this return to satisfy state reporting requirements.

OMB No. 1545-0047

2010

Open to Public Inspection

A For the calendar year, or tax year beginning 06-01-2010 and ending 05-31-2011

BCheck if applicable: Address change Name change Initial return Terminated Amended return Application pending

CName of organization
NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION

Doing Business As

Number and street (or P.O. box if mail is not delivered to street address)
20701 COOPERATIVE WAY

Room/suite

City or town, state or country, and ZIP + 4
DULLES, VA20166

D Employer identification number

52-0891669

E Telephone number

G Gross receipts $ 1,404,815,399

F Name and address of principal officer:
STEVEN L LILLY
20701 COOPERATIVE WAY
DULLES,VA20166

Tax-exempt status: 501(c)(3) 501(c) ( 4 ) LeftBullet

(insert no.) 4947(a)(1) or 527

Website:

WWW.NRUCFC.COOP

H(a)

Is this a group return for
affiliates? Yes No

H(b)

Are all affiliates included?

Yes No

If "No," attach a list. (see instructions)

H(c)

Group exemption number MediumBullet

K Form of organization: Corporation Trust Association Other MediumBullet

L Year of formation: 1969

M State of legal domicile: VA

Part I

Summary

1	Briefly describe the organization’s mission or most significant activities: TAX EXEMPT COOPERATIVE ORGANIZATION PROVIDING FINANCING TO RURAL ELECTRIC COOPERATIVES
2	Check this box
3	Number of voting members of the governing body (Part VI, line 1a) ....	3	23
4	Number of independent voting members of the governing body (Part VI, line 1b) ....	4	23
5	Total number of individuals employed in calendar year 2010 (Part V, line 2a) ...	5	230
6	Total number of volunteers (estimate if necessary) ....	6	0
7a	Total unrelated business revenue from Part VIII, column (C), line 12 ..	7a	0
b	Net unrelated business taxable income from Form 990-T, line 34 ..	7b	0

		Prior Year	Current Year
8	Contributions and grants (Part VIII, line 1h) .........	0	0
9	Program service revenue (Part VIII, line 2g) .........	1,417,317,555	1,395,981,969
10	Investment income (Part VIII, column (A), lines 3, 4, and 7d ) ....	5,240,574	3,855,863
11	Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e)	4,789,858	4,934,676
12	Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)...................	1,427,347,987	1,404,772,508
13	Grants and similar amounts paid (Part IX, column (A), lines 1–3 )...	1,630,237	2,123,427
14	Benefits paid to or for members (Part IX, column (A), line 4) ....	0	0
15	Salaries, other compensation, employee benefits (Part IX, column (A), lines 5–10)	39,415,105	43,368,134
16a	Professional fundraising fees (Part IX, column (A), line 11e)....	0	0
b	Total fundraising expenses (Part IX, column (D), line 25) 0
17	Other expenses (Part IX, column (A), lines 11a–11d, 11f–24f)....	1,273,737,792	1,184,302,428
18	Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25)	1,314,783,134	1,229,793,989
19	Revenue less expenses. Subtract line 18 from line 12......	112,564,853	174,978,519
		Beginning of Current Year	End of Year
20	Total assets (Part X, line 16)............	19,887,235,419	20,128,724,345
21	Total liabilities (Part X, line 26)............	19,304,447,985	19,447,065,976
22	Net assets or fund balances. Subtract line 21 from line 20 .....	582,787,434	681,658,369

Part II

Signature Block

Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.

Sign Here

	Signature of officer	Date

	Type or print name and title.

Paid Preparer's Use Only	Preparer's signature	Date	Check if self- employed	Preparer’s taxpayer identification number (see instructions)
	Firm’s name (or yours if self-employed), address, and ZIP + 4			EIN
				Phone no.

May the IRS discuss this return with the preparer shown above? (see instructions) ......... Yes No

For Privacy Act and Paperwork Reduction Act Notice, see the separate instructions.

Cat. No. 11282Y

Form 990 (2010)

Page 2

Part III

Statement of Program Service Accomplishments

Check if Schedule O contains a response to any question in this Part III . . . . . . . . . .

Briefly describe the organization’s mission: 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.

Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? .................... Yes No

If “Yes,” describe these new services on Schedule O.

Did the organization cease conducting, or make significant changes in how it conducts, any program services? .......................... Yes No

If “Yes,” describe these changes on Schedule O.

Describe the exempt purpose achievements for each of the organization’s three largest program services by expenses.
Section 501(c)(3) and 501(c)(4) organizations and section 4947(a)(1) trusts are required to report the amount of grants and allocations to others, the total expenses, and revenue, if any, for each program service reported.


4a	(Code: ) (Expenses $ 1,139,993,391 including grants of $ ) (Revenue $ 1,400,898,946 )
	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.

4b	(Code: ) (Expenses $ 12,028,252 including grants of $ ) (Revenue $ 17,699 )
	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, 2011. DURING FISCAL YEAR 2011, CFC'S WHOLLY OWNED SUBSIDIARY CAH OBTAINED 100% OF THE EQUITY INTERESTS IN OPERATING ENTITIES LOCATED IN THE CARIBBEAN THROUGH FORECLOSURE IN SATISFACTION OF A BANKRUPTCY SETTLEMENT OF A BORROWER WHOSE WAS IN DEFAULT TO US. THE CAH OPERATING COMPANIES EXPERIENCED $11,903,220 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 $125,032.

4c	(Code: ) (Expenses $ 3,927,591 including grants of $ ) (Revenue $ )
	LOSS ON EARLY EXTINGUISHMENT 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 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. THE $3,927,591 OF LOSS ON EARLY EXTINGUISHMENT OF DEBT RELATES TO THE REDEMPTION OF $125 MILLION IN PRINCIPAL AMOUNT OF SUBORDINATED DEFERRABLE NOTES DURING THE SECOND QUARTER ENDED NOVEMBER 30, 2010 WHEREBY THE AMOUNT PAID TO REDEEM THE DEBT EXCEEDED ITS NET BOOK VALUE RESULTING IN A LOSS.

	(Code: ) (Expenses $ 2,297,525 including grants of $ 2,123,427 ) (Revenue $ )
	GRANTS - AS A COOPERATIVE FORMED UNDER THE LAWS OF THE DISTRICT OF COLUMBIA, CFC IS REQUIRED TO ALLOCATE A PERCENTAGE OF ITS NET EARNINGS TO AN EDUCATIONAL FUND. COOPERATIVES ARE REQUIRED BY THIS ACT TO EDUCATE 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.

4d	Other program services. (Describe in Schedule O.)
	(Expenses $ 2,297,525 including grants of $ 2,123,427 ) (Revenue $ )
4e	Total program service expenses$ 1,158,246,759

Form 990 (2010)

Page 3

Part IV

Checklist of Required Schedules

Yes

Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If “Yes,” complete Schedule A.....................

Is the organization required to complete Schedule B, Schedule of Contributors? ........

Did the organization engage in direct or indirect political campaign activities on behalf of or in opposition to candidates for public office? If “Yes,” complete Schedule C, Part I..........

Section 501(c)(3) organizations. Did the organization engage in lobbying activities? If “Yes,” complete Schedule C,
Part II.........................

Is the organization a section 501(c)(4), 501(c)(5), or 501(c)(6) organization that receives membership dues, assessments, or similar amounts as defined in Revenue Procedure 98-19? If “Yes,” complete Schedule C, Part III........................

Did the organization maintain any donor advised funds or any similar funds or accounts where donors have the right to provide advice on the distribution or investment of amounts in such funds or accounts? If “Yes,” complete
Schedule D, Part I Click to see attachment

.......................

Did the organization receive or hold a conservation easement, including easements to preserve open space,
the environment, historic land areas or historic structures? If “Yes,” complete Schedule D, Part II Click to see attachment

...

Did the organization maintain collections of works of art, historical treasures, or other similar assets? If “Yes,” complete Schedule D, Part III Click to see attachment

....................

Did the organization report an amount in Part X, line 21; serve as a custodian for amounts not listed in Part X; or provide credit counseling, debt management, credit repair, or debt negotiation services? If “Yes,”
complete Schedule D, Part IV Click to see attachment

...................

Did the organization, directly or through a related organization, hold assets in term, permanent,or quasi-endowments? If “Yes,” complete Schedule D, Part V Click to see attachment

If the organization’s answer to any of the following questions is ‘Yes,’ then complete Schedule D, Parts VI, VII, VIII, IX, or X as applicable:

Did the organization report an amount for land, buildings, and equipment in Part X, line10? If “Yes,” complete Schedule D, Part VI. Click to see attachment

11a

Yes

Did the organization report an amount for investments—other securities in Part X, line 12 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VII. Click to see attachment

11b

Did the organization report an amount for investments—program related in Part X, line 13 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part VIII. Click to see attachment

11c

Did the organization report an amount for other assets in Part X, line 15 that is 5% or more of its total assets reported in Part X, line 16? If “Yes,” complete Schedule D, Part IX. Click to see attachment

11d

Did the organization report an amount for other liabilities in Part X, line 25? If “Yes,” complete Schedule D, Part X. Click to see attachment

11e

Yes

Did the organization’s separate or consolidated financial statements for the tax year include a footnote that addresses the organization’s liability for uncertain tax positions under FIN 48 (ASC 740)? If “Yes,” complete Schedule D, Part X. Click to see attachment

11f

12a

Did the organization obtain separate, independent audited financial statements for the tax year? If “Yes,” complete Schedule D, Parts XI, XII, and XIII Click to see attachment

12a

Was the organization included in consolidated, independent audited financial statements for the tax year? If “Yes,” and if the organization answered ‘No’ to line 12a, then completing Schedule D, Parts XI, XII, and XIII is optional Click to see attachment

12b

Yes

Is the organization a school described in section 170(b)(1)(A)(ii)? If “Yes,” complete Schedule E

14a

Did the organization maintain an office, employees, or agents outside of the United States?....

14a

Yes

Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, and program service activities outside the United States? If “Yes,” complete Schedule F, Part I......... Click to see attachment

14b

Yes

Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or assistance to any organization or entity located outside the U.S.? If “Yes,” complete Schedule F, Part II.. Click to see attachment

Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or assistance to individuals located outside the U.S.? If “Yes,” complete Schedule F, Part III.. Click to see attachment

Did the organization report a total of more than $15,000, of expenses for professional fundraising services on Part IX, column (A), lines 6 and 11e? If “Yes,” complete Schedule G, Part I

Did the organization report more than $15,000 total of fundraising event gross income and contributions on Part VIII, lines 1c and 8a? If “Yes,” complete Schedule G, Part II..........

Did the organization report more than $15,000 of gross income from gaming activities on Part VIII, line 9a? If “Yes,” complete Schedule G, Part III...................

Form 990 (2010)

Page 4

Part IV

Checklist of Required Schedules (continued)

20a

Did the organization operate one or more hospitals? If “Yes,” complete Schedule H.....

20a

Did the organization attach its audited financial statement to this return? Note: All Form 990 filers that operate one or more hospitals must attach audited financial statements. .....

20b

Did the organization report more than $5,000 of grants and other assistance to governments and organizations in the United States on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II.. Click to see attachment

Yes

Did the organization report more than $5,000 of grants and other assistance to individuals in the United States on Part IX, column (A), line 2? If “Yes,” complete Schedule I, Parts I and III..... Click to see attachment

Did the organization answer “Yes” to Part VII, Section A, questions 3, 4, or 5, about compensation of the organization’s current and former officers, directors, trustees, key employees, and highest compensated employees? If “Yes,” complete Schedule J................ Click to see attachment

Yes

24a

Did the organization have a tax-exempt bond issue with an outstanding principal amount of more than $100,000 as of the last day of the year, that was issued after December 31, 2002? If “Yes,” answer questions 24b–24d and complete Schedule K. If “No,” go to line 25................

24a

Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...

24b

Did the organization maintain an escrow account other than a refunding escrow at any time during the year
to defease any tax-exempt bonds?......................

24c

Did the organization act as an “on behalf of” issuer for bonds outstanding at any time during the year?...

24d

25a

Section 501(c)(3) and 501(c)(4) organizations. Did the organization engage in an excess benefit transaction with a disqualified person during the year? If “Yes,” complete Schedule L, Part I...... Click to see attachment

25a

Is the organization aware that it engaged in an excess benefit transaction with a disqualified person in a prior year, and that the transaction has not been reported on any of the organization’s prior Forms 990 or 990-EZ? If “Yes,” complete Schedule L, Part I................ Click to see attachment

25b

Was a loan to or by a current or former officer, director, trustee, key employee, highly compensated employee, or disqualified person outstanding as of the end of the organization’s tax year? If “Yes,” complete Schedule L,
Part II........................... Click to see attachment

Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor, or a grant selection committee member, or to a person related to such an individual? If “Yes,” complete Schedule L, Part III............... Click to see attachment

Was the organization a party to a business transaction with one of the following parties? (see Schedule L, Part IV instructions for applicable filing thresholds, conditions, and exceptions):

A current or former officer, director, trustee, or key employee? If “Yes,” complete Schedule L, Part IV ......................... Click to see attachment

28a

A family member of a current or former officer, director, trustee, or key employee? If “Yes,”
complete Schedule L, Part IV................... Click to see attachment

28b

An entity of which a current or former officer, director, trustee, or key employee (or a family member thereof) was an officer, director, trustee, or owner? If “Yes,” complete Schedule L, Part IV.. Click to see attachment

28c

Yes

Did the organization receive more than $25,000 in non-cash contributions? If “Yes,” complete Schedule M

Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If “Yes,” complete Schedule M............

Did the organization liquidate, terminate, or dissolve and cease operations? If “Yes,” complete Schedule N,
Part I...........................

Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If “Yes,” complete Schedule N, Part II.......................

Did the organization own 100% of an entity disregarded as separate from the organization under Regulations sections 301.7701-2 and 301.7701-3? If “Yes,” complete Schedule R, Part I........ Click to see attachment

Yes

Was the organization related to any tax-exempt or taxable entity? If “Yes,” complete Schedule R, Parts II, III, IV, and V, line 1..................... Click to see attachment

Yes

Is any related organization a controlled entity within the meaning of section 512(b)(13)? .....

Did the organization receive any payment from or engage in any transaction with a controlled entity within the meaning of section 512(b)(13)? If “Yes,” complete Schedule R, Part V, line 2... Click to see attachment

YesNo

Section 501(c)(3) organizations. Did the organization make any transfers to an exempt non-charitable related organization? If “Yes,” complete Schedule R, Part V, line 2...........

Did the organization conduct more than 5% of its activities through an entity that is not a related organization and that is treated as a partnership for federal income tax purposes? If “Yes,” complete Schedule R, Part VI Click to see attachment

Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11 and 19? Note. All Form 990 filers are required to complete Schedule O. ............

Yes

Form 990 (2010)

Page 5

Part V

Statements Regarding Other IRS Filings and Tax Compliance

Check if Schedule O contains a response to any question in this Part V . . . . . . . . . .

Yes

Enter the number reported in Box 3 of Form 1096. Enter -0- if not applicable. .......

Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable.

Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................

Yes

Enter the number of employees reported on Form W-3, Transmittal of Wage and Tax Statements filed for the calendar year ending with or within the year covered by this return .....................

230

If at least one is reported on line 2a, did the organization file all required federal employment tax returns?

Note. If the sum of lines 1a and 2a is greater than 250, you may be required to e-file. (see instructions)

Yes

Did the organization have unrelated business gross income of $1,000 or more during the year?.............................

If “Yes,” has it filed a Form 990-T for this year? If “No,” provide an explanation in Schedule O.....

At any time during the calendar year, did the organization have an interest in, or a signature or other authority over, a financial account in a foreign country (such as a bank account or securities account)?.......................

If "Yes," enter the name of the foreign country: MediumBullet

See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.

Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..

Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?

If “Yes” to line 5a or 5b, did the organization file Form 8886-T? ........

Does the organization have annual gross receipts that are normally greater than $100,000, and did the organization solicit any contributions that were not tax deductible?..........

If “Yes,” did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................

Organizations that may receive deductible contributions under section 170(c).

Did the organization receive a payment in excess of $75 made partly as a contribution and partly for goods and services provided to the payor?....................

If “Yes,” did the organization notify the donor of the value of the goods or services provided?.....

Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................

If “Yes,” indicate the number of Forms 8282 filed during the year ....

Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?..........................

Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..

If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?...................

If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?...............

Sponsoring organizations maintaining donor advised funds and section 509(a)(3) supporting organizations. Did the supporting organization, or a donor advised fund maintained by a sponsoring organization, have excess business holdings at any time during the year?................

Sponsoring organizations maintaining donor advised funds.

Did the organization make any taxable distributions under section 4966?.........

Did the organization make a distribution to a donor, donor advisor, or related person?......

Section 501(c)(7) organizations. Enter:

Initiation fees and capital contributions included on Part VIII, line 12 ...

10a

Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities

10b

Section 501(c)(12) organizations. Enter:

Gross income from members or shareholders .........

11a

Gross income from other sources (Do not net amounts due or paid to other sources against amounts due or received from them.) ........

11b

12a

Section 4947(a)(1) non-exempt charitable trusts. Is the organization filing Form 990 in lieu of Form 1041?

12a

If “Yes,” enter the amount of tax-exempt interest received or accrued during the year.

12b

Section 501(c)(29) qualified nonprofit health insurance issuers.

Is the organization licensed to issue qualified health plans in more than one state?
Note. All 501(c)(29) organizations must list in Schedule O each state in which they are licensed to issue qualified health plans, the amount of reserves required by each state, and the amount of reserves the organization allocated to each state.

13a

Enter the aggregate amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans.

13b

Enter the aggregate amount of reserves on hand.

13c

14a

Did the organization receive any payments for indoor tanning services during the tax year?.....

14a

If "Yes," has it filed a Form 720 to report these payments? If “No,” provide an explanation in Schedule O..

14b

Form 990 (2010)

Page 6

Part VI

Governance, Management, and Disclosure For each “Yes” response to lines 2 through 7b below, and for a “No” response to lines 8a, 8b, or 10b below, describe the circumstances, processes, or changes in Schedule O. See instructions.

Check if Schedule O contains a response to any question in this Part VI . . . . . . . . . .

Section A. Governing Body and Management

Yes

Enter the number of voting members of the governing body at the end of the tax year ..............

Enter the number of voting members included in line 1a, above, who are independent .................

Did any officer, director, trustee, or key employee have a family relationship or a business relationship with any other officer, director, trustee, or key employee? .................

Did the organization delegate control over management duties customarily performed by or under the direct supervision of officers, directors or trustees, or key employees to a management company or other person? ..

Did the organization make any significant changes to its governing documents since the prior Form 990 was filed?

Yes

Did the organization become aware during the year of a significant diversion of the organization’s assets? .

Does the organization have members or stockholders? ................

Yes

Does the organization have members, stockholders, or other persons who may elect one or more members of the governing body? .........................

Yes

Are any decisions of the governing body subject to approval by members, stockholders, or other persons? ..

Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:

The governing body? .........................

Yes

Each committee with authority to act on behalf of the governing body? ............

Yes

Is there any officer, director, trustee, or key employee listed in Part VII, Section A, who cannot be reached at the organization’s mailing address? If “Yes,” provide the names and addresses in Schedule O .....

Section B. Policies (This Section B requests information about policies not required by the Internal
Revenue Code.)

Yes

10a

Does the organization have local chapters, branches, or affiliates? ............

10a

If “Yes,” does the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with those of the organization? ....

10b

11a

Has the organization provided a copy of this Form 990 to all members of its governing body before filing the form?

11a

Yes

Describe in Schedule O the process, if any, used by the organization to review the Form 990. .....

12a

Does the organization have a written conflict of interest policy? If “No,” go to line 13.......

12a

Yes

Are officers, directors or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ...........................

12b

Yes

Does the organization regularly and consistently monitor and enforce compliance with the policy? If “Yes,” describe in Schedule O how this is done ....................

12c

Yes

Does the organization have a written whistleblower policy? ...............

Yes

Does the organization have a written document retention and destruction policy? .........

Yes

Did the process for determining compensation of the following persons include a review and approval by independent persons, comparability data, and contemporaneous substantiation of the deliberation and decision?

The organization’s CEO, Executive Director, or top management official ...........

15a

Yes

Other officers or key employees of the organization ................

15b

Yes

If "Yes" to line a or b, describe the process in Schedule O. (See instructions.)

16a

Did the organization invest in, contribute assets to, or participate in a joint venture or similar arrangement with a taxable entity during the year? ......................

16a

Yes

If “Yes,” has the organization adopted a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and taken steps to safeguard the organization’s exempt status with respect to such arrangements? ............

16b

Yes

Section C. Disclosure

List the States with which a copy of this Form 990 is required to be filed MediumBullet

AZ , GA

Section 6104 requires an organization to make its Form 1023 (or 1024 if applicable), 990, and 990-T (501(c)(3)s only) available for public inspection. Indicate how you make these available. Check all that apply.

Own website Another's website Upon request

Describe in Schedule O whether (and if so, how), the organization makes its governing documents, conflict of interest policy, and financial statements available to the public.

State the name, physical address, and telephone number of the person who possesses the books and records of the organization: MediumBullet

ROBERT GEIER
20701 COOPERATIVE WAY
DULLES,VA20166
(703) 467-1800

Form 990 (2010)

Page 7

Part VII

Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors

Check if Schedule O contains a response to any question in this Part VII . . . . . . . . . .

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees

1a Complete this table for all persons required to be listed. Report compensation for the calendar year ending with or within the organization’s tax year.
RoundBullet

List all of the organization’s current officers, directors, trustees (whether individuals or organizations), regardless of amount
of compensation, and current key employees. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

List all of the organization’s current key employees, if any. See instructions for definition of "key employee."

List the organization’s five current highest compensated employees (other than an officer, director, trustee or key employee)
who received reportable compensation (Box 5 of Form W-2 and/or Box 7 of Form 1099-MISC) of more than $100,000 from the
organization and any related organizations.

List all of the organization’s former officers, key employees, or highest compensated employees who received more than $100,000
of reportable compensation from the organization and any related organizations.

List all of the organization’s former directors or trustees that received, in the capacity as a former director or trustee of the
organization, more than $10,000 of reportable compensation from the organization and any related organizations.

List persons in the following order: individual trustees or directors; institutional trustees; officers; key employees; highest
compensated employees; and former such persons.

Check this box if neither the organization nor any related organizations compensated any current or former officer, director, or trustee.

(A) Name and Title	(B) Average hours per week (describe hours for related organizations in Schedule O)	(C) Position (check all that apply)	(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(1) FREDERICK C ANDERSON DIRECTOR	7.60	X	34,700	0	0
(2) RAY BEAVERS DIRECTOR	7.10	X	32,900	0	0
(3) FRED BROG DIRECTOR	13.80	X	36,000	0	0
(4) RAPHAEL BRUMBELOE DIRECTOR	7.10	X	37,650	0	0
(5) DELBERT MARVIN CRANFORD VICE PRESIDENT-DIRECTOR	10.20	X	34,250	0	0
(6) WALTER K CROOK DIRECTOR	5.10	X	36,900	0	0
(7) JOEL CUNNINGHAM DIRECTOR	10.90	X	37,050	0	0
(8) JAMES DOERSTLER DIRECTOR	9.00	X	38,400	0	0
(9) JOSEPH EWING JR DIRECTOR	5.50	X	37,350	0	0
(10) MICHAEL J GUIDRY DIRECTOR	6.50	X	24,000	0	0
(11) CHRISTOPHER L HAMON DIRECTOR	13.60	X	37,350	0	0
(12) SCOTT W HANDY DIRECTOR	15.40	X	36,750	0	0
(13) JIM C HERRON DIRECTOR	12.50	X	33,650	0	0
(14) WILLIAM A KOPACZ DIRECTOR	9.80	X	38,250	0	0
(15) LYLE KORVER DIRECTOR	7.20	X	32,600	0	0
(16) REUBEN B MCBRIDE DIRECTOR	15.90	X	38,700	0	0
(17) BURNS MERCER SECRETARY AND TREASURER-DIRECTOR	6.20	X	38,400	0	0

Form 990 (2010)

Page 8

Part VII

Section A. Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees (continued)

(A) Name and Title	(B) Average hours per week (describe hours for related organizations in Schedule O)	(C) Position (check all that apply)					(D) Reportable compensation from the organization (W- 2/1099-MISC)	(E) Reportable compensation from related organizations (W- 2/1099-MISC)	(F) Estimated amount of other compensation from the organization and related organizations
(A) Name and Title
(18) GLENN MILLER DIRECTOR	7.40	X					37,200	0	0
(19) RANDY D RENTH DIRECTOR	15.80	X					37,350	0	0
(20) DWIGHT ROSSOW DIRECTOR	9.90	X					38,250	0	0
(21) R WAYNE STRATTON DIRECTOR	3.70	X					37,700	0	0
(22) J DAVID WASSON JR PRESIDENT-DIRECTOR	6.70	X					37,500	0	0
(23) FRANCIS WOLSKI DIRECTOR	3.90	X					32,600	0	0
(24) CURTIS NOLAN DIRECTOR	1.00	X					0	0	0
(25) GRANT CLAWSON DIRECTOR	1.00	X					0	0	0
(26) KIRK THOMPSON DIRECTOR	1.00	X					0	0	0
(27) MARTIN A HILLERT JR DIRECTOR	3.30	X					8,450	0	0
(28) DARRYL SCHRIVER DIRECTOR	2.50	X					8,450	0	0
(29) SHELDON PETERSEN GOVERNOR AND CEO	65.00		X				1,280,863	0	110,039
(30) JOHN LIST SVP & CORPORATE COUNSEL	60.00		X				598,959	0	94,979
(31) STEVEN LILLY SVP & CHIEF FINANCIAL OFF	60.00		X				601,638	0	105,729
(32) RICHARD LAROCHELLE SVP CORPORATE RELATIONS	60.00		X				669,279	0	105,329
(33) JOHN EVANS SVP OPERATIONS	55.00		X				600,664	0	100,881
(34) JOHN BORAK SVP CREDIT RISK MGMT	60.00		X				322,616	0	95,745
(35) LAWRENCE ZAWALICK SVP RTFC	55.00		X				375,844	0	92,178
(36) JONATHON ANDREW DON SVP TREASURER	55.00		X				261,075	0	79,293
(37) KRISHNA MURTHY VP PORTFOLIO MANAGEMENT	50.00			X			269,296	0	136,744
(38) JOHN SUTER VP CAPITAL MARKET FUNDING	50.00			X			239,242	0	105,041
(39) ROBERTA ARONSON VP DEPUTY GENL COUNSEL	50.00				X		301,848	0	92,499
(40) MICHAEL CARR VP CHIEF INFORMATION OFF	45.00				X		279,247	0	72,416
(41) JOSEPH SIEKIERSKI VP CORPORATE SERVICES	40.00				X		247,709	0	68,870
(42) ALLYN AMATO ASSISTANT GENERAL COUNSEL	48.00				X		242,831	0	70,483
(43) ROBERT GEIER VP CONTROLLER	55.00				X		241,617	0	84,579
(44) LYNN MIDGETTE FORMER VP PORTFOLIO MANAGEMENT	50.00					X	584,450	0	12,755

1b	Sub-Total................
c	Total from continuation sheets to Part VII, Section A....
d	Total (add lines 1b and 1c)............	7,959,578	0	1,427,560

Total number of individuals (including but not limited to those listed above) who received more than $100,000 in reportable compensation from the organization MediumBullet

131

Yes

Did the organization list any former officer, director or trustee, key employee, or highest compensated employee on line 1a? If “Yes,” complete Schedule J for such individual .............

Yes

For any individual listed on line 1a, is the sum of reportable compensation and other compensation from the organization and related organizations greater than $150,000? If “Yes,” complete Schedule J for such individual...........................

Yes

Did any person listed on line 1a receive or accrue compensation from any unrelated organization or individual for services rendered to the organization? If “Yes,” complete Schedule J for such person .....

Section B. Independent Contractors

Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization.

(A) Name and business address	(B) Description of services	(C) Compensation
THE WHITING TURNER CONTRACTING COMPANY 14900 CONFERENCE CENTER DRIVE STE CHANTILLY,VA20151	NEW BUILDING CONTRACTORS	13,911,293
HOGAN & LOVELLS LLP 555 THIRTEENTH STREET NW WASHINGTON,DC200041109	LEGAL	2,149,476
DELOITTE & TOUCHE LLP PO BOX 277694 ATLANTA,GA303847894	AUDITORS	1,564,100
IDEA INTEGRATION PO BOX 1020220 ATLANTA,GA303680220	IS CONTRACTORS	1,040,813
KISHIMOTO GORDON DALAYA PC 1300 WILSON BLVD STE 250 ROSSLYN,VA22209	ARCHITECTURAL CONSULTING	677,421
2 Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 in compensation from the organization 19

Form 990 (2010)

Page 9

Part VIII

Statement of Revenue

				(A) Total revenue	(B) Related or exempt function revenue	(C) Unrelated business revenue	(D) Revenue excluded from tax under sections 512, 513, or 514
1a	Federated campaigns..1a
b	Membership dues....1b
c	Fundraising events....1c
d	Related organizations...1d
e	Government grants (contributions)1e

f	All other contributions, gifts, grants, and similar amounts not included above1f
g	Noncash contributions included in lines 1a-1f:$
h	Total. Add lines 1a-1f.......
			Business Code
2a	INTEREST FROM PSA		522,200	1,286,982,206	1,286,982,206
b	RECOVERY FOR LOAN LOSS		522,200	82,971,287	82,971,287
c	OP INC-FEES -RELATED		522,200	25,150,664	25,150,664
d	RECOVERY OF GUARANTEE		522,200	673,000	673,000
e	REIMBURSED EXPENSES		522,200	187,113	187,113
f	All other program service revenue .			17,699	17,699
g	Total. Add lines 2a–2f........			1,395,981,969
3	Investment income (including dividends, interest
	and other similar amounts).....			3,829,771			3,829,771
4	Income from investment of tax-exempt bond proceeds..
5	Royalties............
		(i) Real	(ii) Personal
6a	Gross Rents
b	Less: rental expenses
c	Rental income or (loss)
d	Net rental income or (loss).......
		(i) Securities	(ii) Other
7a	Gross amount from sales of assets other than inventory		68,983
b	Less: cost or other basis and sales expenses		42,891
c	Gain or (loss)		26,092
d	Net gain or (loss)..........			26,092			26,092
8a	Gross income from fundraising events (not including $ of contributions reported on line 1c). See Part IV, line 18 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from fundraising events..
9a	Gross income from gaming activities. See Part IV, line 19 ...
	a
b	Less: direct expenses ...b
c	Net income or (loss) from gaming activities...
10a	Gross sales of inventory, less returns and allowances .
	a
b	Less: cost of goods sold ..b
c	Net income or (loss) from sales of inventory..
Miscellaneous Revenue			Business Code
11a	MANAGEMENT FEES		522,200	4,934,676	4,934,676
b
c
d	All other revenue ....
e	Total. Add lines 11a–11d ......			4,934,676
12	Total revenue. See Instructions....			1,404,772,508	1,400,916,645	0	3,855,863

Form 990 (2010)

Page 10

Part IX

Statement of Functional Expenses

Section 501(c)(3) and 501(c)(4) organizations must complete all columns. All other organizations must complete column (A) but are not required to complete columns (B), (C), and (D).

Do not include amounts reported on lines 6b, 7b, 8b, 9b, and 10b of Part VIII.		(A) Total expenses	(B) Program service expenses	(C) Management and general expenses	(D) Fundraising expenses
1	Grants and other assistance to governments and organizations in the U.S. See Part IV, line 21	2,123,427	2,123,427
2	Grants and other assistance to individuals in the U.S. See Part IV, line 22
3	Grants and other assistance to governments, organizations, and individuals outside the U.S. See Part IV, lines 15 and 16
4	Benefits paid to or for members
5	Compensation of current officers, directors, trustees, and key employees ....	7,672,284		7,672,284
6	Compensation not included above, to disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B) ....
7	Other salaries and wages	23,954,521		23,954,521
8	Pension plan contributions (include section 401(k) and section 403(b) employer contributions) ....	5,471,373		5,471,373
9	Other employee benefits .......	4,574,876		4,574,876
10	Payroll taxes ...........	1,695,080		1,695,080
11	Fees for services (non-employees):
a	Management ......
b	Legal .........	7,756,121		7,756,121
c	Accounting ...........	1,231,461		1,231,461
d	Lobbying ...........
e	Professional fundraising. See Part IV, line 17..
f	Investment management fees ......
g	Other ..........	1,372,910		1,372,910
12	Advertising and promotion ....	479,173		479,173
13	Office expenses .......	472,533		472,533
14	Information technology ......	2,771,855		2,771,855
15	Royalties ..
16	Occupancy ...........	3,592,614		3,592,614
17	Travel ............	1,966,173		1,966,173
18	Payments of travel or entertainment expenses for any federal, state, or local public officials ......
19	Conferences, conventions, and meetings ....	1,363,530		1,363,530
20	Interest ...........	1,139,993,391	1,139,993,391
21	Payments to affiliates .......
22	Depreciation, depletion, and amortization .....	2,231,164		2,231,164
23	Insurance ..............	490,982		490,982
24	Other expenses. Itemize expenses not covered above. (Expenses grouped together and labeled miscellaneous may not exceed 5% of total expenses shown on line 25 below.)
a	RESULTS OF FORECLOSED A	12,028,252	12,028,252
b	LOSS ON EARLY EXTINGUIS	3,927,591	3,927,591
c	MISCELLANEOUS	1,608,343		1,608,343
d	REAL ESTATE TAX	1,114,136		1,114,136
e	OTHER EXEPENSES	837,620		837,620
f	All other expenses	1,064,579	174,098	890,481
25	Total functional expenses. Add lines 1 through 24f	1,229,793,989	1,158,246,759	71,547,230	0
26	Joint costs. Check here if following SOP 98-2 (ASC 958-720). Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation

Form 990 (2010)

Page 11


				(A) Beginning of year		(B) End of year
1	Cashnon-interest-bearing ..........			57,549,415	1	56,803,036
2	Savings and temporary cash investments .......			469,495,112	2	233,288,109
3	Pledges and grants receivable, net .........				3
4	Accounts receivable, net .........			158,711,042	4	149,072,455
5	Receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
	Schedule L ..........				5
6	Receivables from other disqualified persons (as defined under section 4958(f)(1)) and persons described in section 4958(c)(3)(B). Complete Part II of
	Schedule L ..........				6
7	Notes and loans receivable, net .............			18,562,998,141	7	18,807,705,402
8	Inventories for sale or use ..............				8
9	Prepaid expenses and deferred charges ............			4,074,452	9	5,404,039
10a	Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D	10a	102,720,719
b	Less: accumulated depreciation. .....	10b	13,926,412	55,681,984	10c	88,794,307
11	Investments—publicly traded securities ..........				11
12	Investments—other securities. See Part IV, line 11 ......			58,607,370	12	58,600,825
13	Investments—program-related. See Part IV, line 11 ..			42,251,874	13	280,811,395
14	Intangible assets .........				14
15	Other assets. See Part IV, line 11 ...........			477,866,029	15	448,244,777
16	Total assets. Add lines 1 through 15 (must equal line 34)...			19,887,235,419	16	20,128,724,345
17	Accounts payable and accrued expenses .			2,312,569,167	17	2,478,771,144
18	Grants payable ..........				18
19	Deferred revenue ..........			15,625,092	19	17,687,268
20	Tax-exempt bond liabilities ..........				20
21	Escrow or custodial account liability. Complete Part IV of Schedule D..				21
22	Payables to current and former officers, directors, trustees, key employees, highest compensated employees, and disqualified
	persons. Complete Part II of Schedule L..........				22
23	Secured mortgages and notes payable to unrelated third parties ..			7,056,444,679	23	6,924,035,316
24	Unsecured notes and loans payable to unrelated third parties ....			9,434,296,799	24	9,547,017,269
25	Other liabilities. Complete Part X of Schedule D.....			485,512,248	25	479,554,979
26	Total liabilities. Add lines 17 through 25.....			19,304,447,985	26	19,447,065,976
	Organizations that follow SFAS 117, check here and complete lines 27 through 29, and lines 33 and 34.
27	Unrestricted net assets .....				27
28	Temporarily restricted net assets .....				28
29	Permanently restricted net assets .....				29
	Organizations that do not follow SFAS 117, check here and complete lines 30 through 34.
30	Capital stock or trust principal, or current funds .....			991,400	30	994,400
31	Paid-in or capital surplus, or land, building or equipment fund .....			0	31	0
32	Retained earnings, endowment, accumulated income, or other funds			581,796,034	32	680,663,969
33	Total net assets or fund balances .....			582,787,434	33	681,658,369
34	Total liabilities and net assets/fund balances .....			19,887,235,419	34	20,128,724,345

Form 990 (2010)

Page 12

Part XI

Reconcilliation of Net Assets

Check if Schedule O contains a response to any question in this Part XI . . . . . . . . . .

Total revenue (must equal Part VIII, column (A), line 12) . . .

1,404,772,508

Total expenses (must equal Part IX, column (A), line 25) . . . . .

1,229,793,989

Revenue less expenses. Subtract line 2 from line 1 . . . .

174,978,519

Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) . .

582,787,434

Other changes in net assets or fund balances (explain in Schedule O) . . . .

-76,107,584

Net assets or fund balances at end of year. Combine lines 3, 4, and 5 (must equal Part X, line 33, column (B)) . . . . . .

681,658,369

Part XII

Financial Statements and Reporting

Check if Schedule O contains a response to any question in this Part XII . . . . . . . . . .

Yes

Accounting method used to prepare the Form 990: Cash Accrual Other
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.

Were the organization’s financial statements compiled or reviewed by an independent accountant?..

Were the organization’s financial statements audited by an independent accountant?........

Yes

If “Yes,” to 2a or 2b, does the organization have a committee that assumes responsibility for oversight of the audit, review, or compilation of its financial statements and selection of an independent accountant?
If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O............................

Yes

If “Yes” to line 2a or 2b, check a box below to indicate whether the financial statements for the year were issued on a separate basis, consolidated basis, or both:

Separate basis Consolidated basis Both consolidated and separated basis

As a result of a federal award, was the organization required to undergo an audit or audits as set forth in the Single Audit Act and OMB Circular A-133? ................

If “Yes,” did the organization undergo the required audit or audits? If the organization did not undergo the required audit or audits, explain why in Schedule O and describe any steps taken to undergo such audits. ..

Form 990 (2010)

Additional Data

Software ID:
Software Version:

Form 990, Special Condition Description:

Special Condition Description

- TIN:

SCHEDULE D
(Form 990)

Department of the Treasury
Internal Revenue Service

Supplemental Financial Statements

Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11, or 12.
SchDMd Bullet

Attach to Form 990. SchDMd Bullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION

Employer identification number

52-0891669

Part I

Organizations Maintaining Donor Advised Funds or Other Similar Funds or Accounts. Complete if the organization answered "Yes" to Form 990, Part IV, line 6.

		(a) Donor advised funds	(b) Funds and other accounts
1	Total number at end of year .......
2	Aggregate contributions to (during year) ...
3	Aggregate grants from (during year) ...
4	Aggregate value at end of year .......

Did the organization inform all donors and donor advisors in writing that the assets held in donor advised
funds are the organization's property, subject to the organization's exclusive legal control? ............

Yes No

Did the organization inform all grantees, donors, and donor advisors in writing that grant funds may be
used only for charitable purposes and not for the benefit of the donor or donor advisor, or for any other purpose conferring impermissible private benefit. ...................................

Yes No

Part II

Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.

Purpose(s) of conservation easements held by the organization (check all that apply).

Preservation of land for public use (e.g., recreation or pleasure) Preservation of an historically importantly land area

Protection of natural habitat Preservation of a certified historic structure

Preservation of open space

Complete lines 2a–2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.


a	Total number of conservation easements .......................	2a
b	Total acreage restricted by conservation easements ..................	2b
c	Number of conservation easements on a certified historic structure included in (a) .....	2c
d	Number of conservation easements included in (c) acquired after 8/17/06 ........	2d

Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the taxable year SchDMd Bullet

Number of states where property subject to conservation easement is located SchDMd Bullet

Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................

Yes No

Staff and volunteer hours devoted to monitoring, inspecting and enforcing conservation easements during the year SchDMd Bullet

Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year SchDMd Bullet

Does each conservation easement reported on line 2(d) above satisfy the requirements of section
170(h)(4)(B)(i) and 170(h)(4)(B)(ii)? ....................................

Yes No

In Part XIV, describe how the organization reports conservation easements in its revenue and expense statement, and
balance sheet, and include, if applicable, the text of the footnote to the organization’s financial statements that describes
the organization’s accounting for conservation easements.

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets.
Complete if the organization answered "Yes" to Form 990, Part IV, line 8.

If the organization elected, as permitted under SFAS 116, not to report in its revenue statement and balance sheet works of
art, historical treasures, or other similar assets held for public exhibition, education or research in furtherance of public service,
provide, in Part XIV, the text of the footnote to its financial statements that describes these items.

If the organization elected, as permitted under SFAS 116, to report in its revenue statement and balance sheet works of art,
historical treasures, or other similar assets held for public exhibition, education, or research in furtherance of public service,
provide the following amounts relating to these items:

(i)

Revenues included in Form 990, Part VIII, line 1 ........................ SchDMd Bullet

(ii)

Assets included in Form 990, Part X .............................. SchDMd Bullet

If the organization received or held works of art, historical treasures, or other similar assets for financial gain, provide the
following amounts required to be reported under SFAS 116 relating to these items:

Revenues included in Form 990, Part VIII, line 1 .......................... SchDMd Bullet

Assets included in Form 990, Part X ............................... SchDMd Bullet

For Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990

Cat. No. 52283D

Schedule D (Form 990) 2010

Page 2

Part III

Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)

Using the organization’s accession and other records, check any of the following that are a significant use of its collection
items (check all that apply):

Public exhibition

Loan or exchange programs

Scholarly research

Other

Preservation for future generations

Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIV.

During the year, did the organization solicit or receive donations of art, historical treasures or other similar
assets to be sold to raise funds rather than to be maintained as part of the organization’s collection?........

Yes No

Part IV

Escrow and Custodial Arrangements. Complete if the organization answered "Yes" to Form 990,
Part IV, line 9, or reported an amount on Form 990, Part X, line 21.

Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................

Yes No

If "Yes," explain the arrangement in Part XIV and complete the following table:


c	Beginning balance .................................	1c
d	Additions during the year ..............................	1d
e	Distributions during the year .............................	1e
f	Ending balance ...................................	1f

Did the organization include an amount on Form 990, Part X, line 21? .....................

Yes No

If “Yes,” explain the arrangement in Part XIV.

Part V

Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.

		(a)Current Year	(b)Prior Year	(c)Two Years Back	(d)Three Years Back	(e)Four Years Back
1a	Beginning of year balance ....
b	Contributions ........
c	Investment earnings or losses ...
d	Grants or scholarships .....
e	Other expenditures for facilities and programs ........
f	Administrative expenses ....
g	End of year balance ......

Provide the estimated percentage of the year end balance held as:

Board designated or quasi-endowment: SchDMd Bullet

Permanent endowment: SchDMd Bullet

Term endowment: SchDMd Bullet

Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes

(i) unrelated organizations ........................

3a(i)

(ii) related organizations ........................

3a(ii)

If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........

Describe in Part XIV the intended uses of the organization's endowment funds.

Part VI

InvestmentsLand, Buildings, and Equipment. See Form 990, Part X, line 10.

Description of investment		(a) Cost or other basis (investment)	(b)Cost or other basis (other)	(c) Accumulated depreciation	(d) Book value
1a	Land .................	14,230,510	22,539,745		36,770,255
b	Buildings ................		35,032,348		35,032,348
c	Leasehold improvements ............
d	Equipment ................		22,322,737	10,490,197	11,832,540
e	Other .................		8,595,379	3,436,215	5,159,164
Total. Add lines 1a-1e. (Column (d) should equal Form 990, Part X, column (B), line 10(c).)........					88,794,307

Schedule D (Form 990) 2010

Page 3

Part VII

InvestmentsOther Securities. See Form 990, Part X, line 12.

(a) Description of security or category (including name of security)		(b)Book value	(c) Method of valuation: Cost or end-of-year market value
(1)Financial derivatives
(2)Closely-held equity interests
Other








Total. (Column (b) should equal Form 990, Part X, col.(B) line 12.)

Part VIII

InvestmentsProgram Related. See Form 990, Part X, line 13.

(a) Description of investment type		(b) Book value	(c) Method of valuation: Cost or end-of-year market value









Total. (Column (b) should equal Form 990, Part X, col.(B) line 13.)

Part IX

Other Assets. See Form 990, Part X, line 15.

(a) Description				(b) Book value









Total. (Column (b) should equal Form 990, Part X, col.(B) line 15.)...........

Part X

Other Liabilities. See Form 990, Part X, line 25.

1.(a) Description of Liability		(b) Amount
Federal Income Taxes
DERIVATIVE LIABILITY -SFAS133		457,590,319
GUARANTEE LIABILITY		21,955,660
MEMB APP FEES-MEMBERSHIP APPL		9,000






Total. (Column (b) should equal Form 990, Part X, col.(B) line 25.)		479,554,979
2. Fin 48 (ASC 740) Footnote. In Part XIV, provide the text of the footnote to the organization's financial statements that reports the organization's liability for uncertain tax positions under FIN 48 (ASC740).

Schedule D (Form 990) 2010

Page 4

Part XI Reconciliation of Change in Net Assets from Form 990 to Financial Statements
1	Total revenue (Form 990, Part VIII, column (A), line 12) ....................	1
2	Total expenses (Form 990, Part IX, column (A), line 25) .....................	2
3	Excess or (deficit) for the year. Subtract line 2 from line 1 .............	3
4	Net unrealized gains (losses) on investments ..........................	4
5	Donated services and use of facilities .............................	5
6	Investment expenses ...................................	6
7	Prior period adjustments ..................................	7
8	Other (Describe in Part XIV) .................................	8
9	Total adjustments (net). Add lines 4 - 8 .............................	9
10	Excess or (deficit) for the year per financial statements. Combine lines 3 and 9 .........	10

Part XII Reconciliation of Revenue per Audited Financial Statements With Revenue per Return
1	Total revenue, gains, and other support per audited financial statements .......		1
2	Amounts included on line 1 but not on Form 990, Part VIII, line 12:
a	Net unrealized gains on investments ..........	2a
b	Donated services and use of facilities .........	2b
c	Recoveries of prior year grants ...........	2c
d	Other (Describe in Part XIV): ............	2d
e	Add lines 2a through 2d .....................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part VIII, line 12, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b .	4a
b	Other (Describe in Part XIV): ...........	4b
c	Add lines 4a and 4b.......................		4c
5	Total Revenue. Add lines 3 and 4c. (This should equal Form 990, Part I, line 12.) ......		5

Part XIII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return
1	Total expenses and losses per audited financial statements .............		1
2	Amounts included on line 1 but not on Form 990, Part IX, line 25:
a	Donated services and use of facilities ..........	2a
b	Prior year adjustments ..............	2b
c	Other losses ................	2c
d	Other (Describe in Part XIV): ............	2d
e	Add lines 2a through 2d......................		2e
3	Subtract line 2e from line 1.....................		3
4	Amounts included on Form 990, Part IX, line 25, but not on line 1:
a	Investment expenses not included on Form 990, Part VIII, line 7b ..	4a
b	Other (Describe in Part XIV): ............	4b
c	Add lines 4a and 4b.......................		4c
5	Total expenses. Add lines 3 and 4c. (This should equal Form 990, Part I, line 18.) ......		5

Part XIV

Supplemental Information

Complete this part to provide the descriptions required for Part II, lines 3, 5, and 9; Part III, lines 1a and 4; Part lV, lines 1b and 2b;
Part V, line 4; Part X; Part XI, line 8; Part XII, lines 2d and 4b; and Part XIII, lines 2d and 4b. Also complete this part to provide any additional information.

Identifier	Return Reference	Explanation

Schedule D (Form 990) 2010

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE F
(Form 990)

Department of the Treasury
Internal Revenue Service

Statement of Activities Outside the United States

Complete if the organization answered "Yes" to Form 990,
Part IV, line 14b, 15, or 16.
Right pointing arrow large image

Attach to Form 990. Right pointing arrow large image

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization
NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION

Employer identification number

52-0891669

Part I

General Information on Activities Outside the United States. Complete if the organization answered
“Yes” to Form 990, Part IV, line 14b.

For grantmakers. Does the organization maintain records to substantiate the amount of the grants or

assistance, the grantees' eligibility for the grants or assistance, and the selection criteria used to award

the grants or assistance? ...................................

Yes

For grantmakers. Describe in Part V the organization’s procedures for monitoring the use of grant funds outside the
United States.

Activites per Region. (Use Part V if additional space is needed.)

(a) Region		(b) Number of offices in the region	(c) Number of employees or agents in region or independent contractors	(d) Activities conducted in region (by type) (e.g., fundraising, program services, investments, grants to recipients located in the region)	(f) Total expenditures for region/investments in region
	CENTRAL AMERICA AND THE CARIBBEAN	1	5	INVESTMENTS	246,643,013
















3a	Sub-total .....		5		246,643,013
b	Total from continuation sheets to Part I ...		0		0
c	Totals (add lines 3a and 3b)		5		246,643,013

For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990.Cat. No. 50082W Schedule F (Form 990) 2010

Schedule F (Form 990) 2010

Page 2

Part II

Grants and Other Assistance to Organizations or Entities Outside the United States. Complete if the organization answered "Yes" to Form 990,

Part IV, line 15, for any recipient who received more than $5,000. Check this box if no one recipient received more than $5,000 ........ MediumBullet

Use Part V if additional space is needed.

1 (a) Name of organization		(b) IRS code section and EIN (if applicable)	(c) Region	(d) Purpose of grant	(e) Amount of cash grant	(f) Manner of cash disbursement	(g) Amount of of non-cash assistance	(h) Description of non-cash assistance	(i) Method of valuation (book, FMV, appraisal, other)

Enter total number of recipient organizations listed above that are recognized as charities by the foreign country, recognized as tax-exempt by the IRS, or for which the grantee or counsel has provided a section 501(c)(3) equivalency letter ..... MediumBullet

Enter total number of other organizations or entities ........................ MediumBullet

Schedule F (Form 990) 2010

Schedule F (Form 990) 2010Page 3

Part III

Grants and Other Assistance to Individuals Outside the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 16.

Use Part V if additional space is needed.

(a) Type of grant or assistance		(b) Region	(c) Number of recipients	(d) Amount of cash grant	(e) Manner of cash disbursement	(f) Amount of non-cash assistance	(g) Description of non-cash assistance	(h) Method of valuation (book, FMV, appraisal, other)

Schedule F (Form 990) 2010

Page 4

Part IV

Foreign Forms

Schedule F (Form 990) 2010

Page 5

Part V

Supplemental Information
Complete this part to provide the information (see instructions) required in Part I, line 2, and any additional information.

Identifier	ReturnReference	Explanation
OTHER INFORMATION	SCHEDULE F, PART V	CFC FOLLOWS U.S. GAAP ACCOUNTING.
OTHER INFORMATION	SCHEDULE F, PART V	AMOUNTS REPORTED IN PART I, COLUMN (F) REPRESENT THE FAIR MARKET VALUE 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.

Schedule F (Form 990) 2010

Additional Data

Software ID:
Software Version:

- TIN:

Schedule I
(Form 990)

Department of the Treasury
Internal Revenue Service

Grants and Other Assistance to Organizations,
Governments and Individuals in the United States

Complete if the organization answered "Yes," to Form 990, Part IV, line 21 or 22.
lBullet

Attach to Form 990

OMB No. 1545-0047

2010

Open to Public
Inspection

Name of the organization
NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION

Employer identification number
52-0891669

Part I

General Information on Grants and Assistance

Does the organization maintain records to substantiate the amount of the grants or assistance, the grantees' eligibility for the grants or assistance, and
the selection criteria used to award the grants or assistance? ....................................

Yes No

Describe in Part IV the organization's procedures for monitoring the use of grant funds in the United States.

Part II

Grants and Other Assistance to Governments and Organizations in the United States. Complete if the organization answered "Yes" to
Form 990, Part IV, line 21 for any recipient that received more than $5,000. Check this box if no one recipient received more than $5,000. Use
Part IV and Schedule I-1 (Form 990) if additional space is needed ......................... lBullet

(a) Name and address of organization or government	(b) EIN	(c) IRC Code section if applicable	(d) Amount of cash grant	(h) Purpose of grant or assistance
(1) ALABAMA RURAL ELECTRIC ASSOCIATION OF COOPERATIVESPO BOX 244014 MONTGOMERY,AL361244014	63-0264081	501 (C)(6)	14,400	DIRECTOR TRAINING CONFERENCE
(2) ASSOCIATION OF MISSOURI ELECTRIC COOPERATIVESPO BOX 1645 JEFFERSON CITY,MO65102	43-0631824	501 (C)(6)	25,600	COOPERATIVE YOUTH LEADERSHIP CONFERENCE AND WASHINGTON YOUTH TOUR
(3) COLORADO RURAL ELECTRIC ASSOCIATION5400 NORTH WASHINGTON STREET DENVER,CO80216	84-0411220	501 (C)(6)	14,000	DIRECTOR AND EMPLOYEE TRAINING
(4) ELECTRIC POWER ASSOCIATIONS OF MISSISSIPPIPO BOX 3300 RIDGELAND,MS391583300	64-0200697	501 (C)(6)	14,800	COOPERATIVE YOUTH LEADERSHIP WORKSHOP
(5) FLORIDA ELECTRIC COOPERATIVES ASSOCIATION INC2916 APALACHEE PARKWAY TALLAHASSEE,FL32301	59-0633990	501 (C)(6)	21,200	LEADERSHIP CONFERENCE FOR DIRECTORS & MANAGERIAL STAFF
(6) GEORGIA ELECTRIC MEMBERSHIP CORPORATIONPO BOX 1707 TUCKER,GA300851707	58-0530279	501 (C)(6)	22,800	EDUCATION BOOTH AT SUNBELT AGRICULTURAL EXPOSITION
(7) GOLDEN STATE POWER COOPERATIVE14619 HAMLIN STREET VAN NUYS,CA91411	68-0441905	501 (C)(6)	5,200	ASSISTANCE TO START-UP CO-OPS WITH SEMINARS AND SPEAKERS
(8) GRAND CANYON STATE ELECTRIC COOPERATIVE ASSOCIATION120 NORTH 44TH STREET PHOENIX,AZ85034	86-6056759	501 (C)(6)	11,200	COOPERATIVE YOUTH LEADERSHIP CONFERENCE AND WASHINGTON YOUTH TOUR
(9) INDIANA STATEWIDE ASSOCIATION OF RURAL ELECTRIC COOPERATIVES INCPO BOX 24517 INDIANAPOLIS,IN46224	35-1499808	501 (C)(6)	24,800	TRAINING PROGRAMS FOR EMPLOYEES AND CO-OP BOARD MEMBERS
(10) KANSAS ELECTRIC COOPERATIVES INCPO BOX 4267 TOPEKA,KS666044267	48-0541902	501 (C)(12)	16,400	INFORMATIONAL PUBLICATION FOR DISTRIBUTION TO CO-OP MEMBERS AND PUBLIC
(11) KENTUCKY ASSOCIATION OF ELECTRIC COOPERATIVES INCPO BOX 32170 LOUISVILLE,KY40232	61-0420165	277	28,000	KAEC WEBSITE
(12) MICHIGAN ELECTRIC COOPERATIVE ASSOCIATION2859 W JOLLY ROAD OKEMOS,MI488641182	38-2214287	501 (C)(6)	39,115	YOUTH TOUR TO WASHINGTON AND MICHIGAN ELECTRIC TEEN DAYS SUMMER CAMP
(13) MINNESOTA RURAL ELECTRIC ASSOCIATION11640 - 73RD AVENUE NORTH MAPLE GROVE,MN55369	41-0417193	501 (C)(6)	24,400	TRAINING AND EDUCATION FOR NEW COOPERATIVE BOARD MEMBERS
(14) MONTANA ELECTRIC COOPERATIVES' ASSOCIATIONPO BOX 1306 GREAT FALLS,MT59403	81-0229220	501 (C)(6)	14,800	RURAL ELECTRIC YOUTH TOUR PROGRAM
(15) NATIONAL RURAL ELECTRIC COOPERATIVE ASSOCIATION4301 WILSON BOULEVARD ARLINGTON,VA222031860	53-0116145	501 (C)(6)	269,872	FOR OPERATION AND CAPITAL EXPENDITURES ASSOCIATED WITH COOPERATIVE.COM WEB SITE
(16) NEBRASKA RURAL ELECTRIC ASSOCIATIONPO BOX 82048 LINCOLN,NE68501	47-0394033	501 (C)(6)	16,800	YOUTH ENERGY CAMP
(17) NEVADA RURAL ELECTRIC ASSOCIATIONPO BOX 365 WELLS,NV89835	88-0237046	501 (C)(6)	7,200	TRAINING ON "HOW TO INFLUENCE NEVADA'S LEGISLATIVE OR REGULATORY BODIES"
(18) NEW MEXICO RURAL ELECTRIC COOPERATIVE ASSOCIATION INC614 DON GASPAR AVENUE SANTA FE,NM87501	85-0155370	501 (C)(6)	10,400	TRAINING TO ORGANIZE CO-OP MEMBERS FOR GRASSROOTS ACTION
(19) NEW YORK STATE RURAL ELECTRIC COOPERATIVE ASSOCIATION INC9 WILSON AVENUE HARTWICK,NY14810	16-1264464	501 (C)(6)	5,600	RURAL ELECTRIC YOUTH TOUR TO WASHINGTON
(20) NORTH CAROLINA ASSOCIATION OF ELECTRIC COOPERATIVES INCPO BOX 27306 RALEIGH,NC27611	56-1189186	501 (C)	15,600	BRIGHT IDEAS PROGRAM -- CLASSROOM SUPPORT FOR TEACHERS
(21) NORTH DAKOTA ASSOCIATION OF RURAL ELECTRIC COOPERATIVESP O BOX 727 MANDAN,ND585540727	45-0231058	501 (C)	11,200	NEW DIRECTOR AND NEW EMPLOYEE ORIENTATION
(22) NORTHEAST ASSOCIATION OF ELECTRIC COOPERATIVES INC9 WILSON AVENUE BATH,NY148101633	22-2153529	501 (C)(12)	14,800	EDUCATION/TRAINING FOR DIRECTORS & EMPLOYEES
(23) OHIO RURAL ELECTRIC COOPERATIVESPO BOX 26036 COLUMBUS,OH432260036	51-0174617	501 (C)(6)	19,600	BOOKLET PUBLICATION, DIRECTOR & EMPLOYEE TRAINING, SCHOLARSHIPS
(24) OKLAHOMA ASSOCIATION OF ELECTRIC COOPERATIVES INCORPORATEDPO BOX 54309 OKLAHOMA CITY,OK731541309	73-0556236	501 (C)(6)	17,200	REGIONAL ENERGY EFFICIENCY WORKSHOPS
(25) OREGON RURAL ELECTRIC COOPERATIVE ASSOCIATION1750 LIBERTY ST SE SALEM,OR97302	93-0593238	501 (C)(6)	13,600	URBAN LEGISLATORS' TOUR OF CO-OPS
(26) PENNSYLVANIA RURAL ELECTRIC ASSOCIATIONPO BOX 1266 HARRISBURG,PA171081266	23-6291530	501 (C)(6)	16,800	COOPERATIVE COMMUNICATION WORKSHOP
(27) SOUTH DAKOTA RURAL ELECTRIC ASSOCIATION INCPO BOX 1138 PIERRE,SD57501	46-0231254	501 (C)(12)	15,600	CO-OP YOUTH CONFERENCE
(28) TENNESSEE ELECTRIC COOPERATIVE ASSOCIATIONPO BOX 100912 NASHVILLE,TN37224	62-0461379	501 (C)(6)	13,200	YOUTH LEADERSHIP CONFERENCE
(29) TEXAS ELECTRIC COOPERATIVES INC1122 COLORADO ST STE 2400 AUSTIN,TX787012167	74-1007829	277	40,400	COMMUNICATIONS WORKSHOP
(30) THE ASSOCIATION OF LOUISIANA ELECTRIC COOPERATIVES INC10725 AIRLINE HIGHWAY BATON ROUGE,LA708164299	72-0400467	501 (C)(6)	8,400	RURAL ELECTRIC YOUTH TOUR TO WASHINGTON
(31) UTAH RURAL ELECTRIC ASSOCIATION10714 SOUTH JORDAN GATEWAY SOUTH JORDAN,UT84095	87-0402010	501 (C)(6)	8,000	YOUTH LEADERSHIP CONFERENCE
(32) VIRGINIA MARYLAND & DELAWARE ASSOCIATION OF ELECTRIC COOPERATIVESPO BOX 2340 GLEN ALLEN,VA230582340	54-0553861	501 (C)(6)	18,400	SUPERVISORY LEADERSHIP CERTIFICATION PROGRAM
(33) WASHINGTON RURAL ELECTRIC COOPERATIVE ASSOCIATIONPO BOX 7219 OLYMPIA,WA985077219	91-1236389	501 (C)(6)	10,800	ANNUAL MEETING PROGRAM
(34) WISCONSIN ELECTRIC COOPERATIVE ASSOCIATION131 WEST WILSON STREET MADISON,WI537033269	39-1163563	501 (C)(6)	18,400	YOUTH LEADERSHIP CONFERENCE
(35) WYOMING RURAL ELECTRIC ASSOCIATION2312 CAREY AVENUE CHEYENNE,WY820013627	83-0207211	501 (C)(12)	8,800	LINEMAN TRAINING SCHOLARSHIPS, PUBLICATION OF ENERGY SHARE, WASHINGTON YOUTH TOUR
(36) CADDO ELECTRIC COOPERATIVE14043 STATE HIGHWAY 152 BINGER,OK73009	73-0169405	501 (C)(12)	62,022	INTEGRITY FUND GRANT TO SUPPORT MEMBER'S RIGHT TO PROVIDE SERVICE IN A DISPUTE WITH ANOTHER ENTITY.
(37) CARROLL ELECTRIC COOPERATIVE920 HIGHWAY 62 SPUR BERRYVILLE,AR72616	71-0027635	501 (C)(12)	73,099	INTEGRITY FUND GRANT TO SUPPORT MEMBER FROM BEING ACQUIRED BY ANOTHER ENTITY.
(38) CHARLES MIX ELECTRIC ASSOCIATION440 LAKE STREET LAKE ANDES,SD57356	46-0212103	501 (C)(12)	11,238	INTEGRITY FUND GRANT TO SUPPORT MEMBER'S RIGHT TO PROVIDE SERVICE IN A DISPUTE WITH ANOTHER ENTITY.
(39) CHERRYLAND ELECTRIC COOPERATIVEPO BOX 298 GRAWN,MI49637	38-0416525	501 (C)(12)	15,047	INTEGRITY FUND GRANT TO SUPPORT MEMBER'S RIGHT TO PROVIDE SERVICE IN A DISPUTE WITH ANOTHER ENTITY.
(40) RED RIVER VALLEY CO-OP POWER109 2ND AVENUE EAST HALSTAD,MN56548	41-0497361	501 (C)(12)	138,781	INTEGRITY FUND GRANT TO SUPPORT MEMBER'S RIGHT TO PROVIDE SERVICE IN A DISPUTE WITH ANOTHER ENTITY.
(41) ROCK ENERGY COOPERATIVEPO BOX 1758 JANESVILLE,WI53547	39-0574424	501 (C)(12)	105,179	INTEGRITY FUND GRANT TO SUPPORT MEMBER'S RIGHT TO PROVIDE SERVICE IN A DISPUTE WITH ANOTHER ENTITY.
(42) RUSK COUNTY ELECTRIC COOPERATIVE3162 HIGHWAY 43 E HENDERSON,TX75652	75-0535849	501 (C)(12)	246,414	INTEGRITY FUND GRANT TO SUPPORT MEMBER'S RIGHT TO PROVIDE SERVICE IN A DISPUTE WITH ANOTHER ENTITY.
(43) SANTEE ELECTRIC COOPERATIVE424 SUMTER HIGHWAY KINGSTREE,SC29556	57-0240935	501 (C)(12)	67,734	INTEGRITY FUND GRANT TO SUPPORT MEMBER'S RIGHT TO PROVIDE SERVICE IN A DISPUTE WITH ANOTHER ENTITY.
(44) ST CROIX ELECTRIC COOPERATIVE1925 RIDGEWAY STREET HAMMOND,WI54015	39-0585072	501 (C)(12)	27,129	INTEGRITY FUND GRANT TO SUPPORT MEMBER'S RIGHT TO PROVIDE SERVICE IN A DISPUTE WITH ANOTHER ENTITY.
(45) SUMTER ELECTRIC MEMBERSHIP CORPPO BOX 1048 AMERICUS,GA317091048	58-0452284	501 (C)(12)	63,122	INTEGRITY FUND GRANT TO SUPPORT MEMBER'S RIGHT TO PROVIDE SERVICE IN A DISPUTE WITH ANOTHER ENTITY.
(46) THE ASSOCIATION OF LOUISIANA ELECTRIC COOPERATIVES INC10725 AIRLINE HIGHWAY BATON ROUGE,LA708164299	72-0400467	501 (C)(6)	40,096	INTEGRITY FUND GRANT TO SUPPORT MEMBER'S RIGHT TO DEFEND AGAINST THE SALE OF A COOPERATIVE.
(47) THE ELECTRIC COOPERATIVES OF SOUTH CAROLINA INC808 KNOX ABBOTT DRIVE CAYCE,SC29033	57-0308664	501 (C)	375,000	INTEGRITY FUND GRANT TO SUPPORT MEMBER FROM BEING ACQUIRED BY ANOTHER ENTITY.
(48) UNITED COOPERATIVE SERVICES3309 N MAIN STREET CLEBURNE,TX76033	75-2871400	501 (C)(12)	34,546	INTEGRITY FUND GRANT TO SUPPORT MEMBER'S RIGHT TO PROVIDE SERVICE IN A DISPUTE WITH ANOTHER ENTITY.
(49) WAYNE-WHITE COUNTIES ELECTRIC COOPERATIVEROUTES 15 45 WEST FAIRFIELD,IL62837	37-0574965	501(C)12	21,834	INTEGRITY FUND GRANT TO SUPPORT MEMBER'S RIGHT TO PROVIDE SERVICE IN A DISPUTE WITH ANOTHER ENTITY.

Enter total number of section 501(c)(3) and government organizations ......................... Bullet Image

Enter total number of other organizations ................................ . Bullet Image

For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50055P

Schedule I (Form 990) 2010

Page 2

Part III

Grants and Other Assistance to Individuals in the United States. Complete if the organization answered "Yes" to Form 990, Part IV, line 22.
Use Schedule I-1 (Form 990) if additional space is needed.

(a)Type of grant or assistance	(b)Number of recipients	(c)Amount of cash grant	(d)Amount of non-cash assistance	(e)Method of valuation (book, FMV, appraisal, other)	(f)Description of non-cash assistance

Part IV

Supplemental Information. Complete this part to provide the information required in Part I, line 2, and any other additional information.

Identifier	Return Reference	Explanation
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 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 THE CORPORATE RELATIONS GROUP, CFC, APPROVES THE APPLICATIONS MADE BY THE ASSOCIATIONS. THE CHECKS ARE DISBURSED PUBLICLY BEFORE THE ASSOCIATION BOARD OF DIRECTORS OR AT THE ASSOCIATION'S ANNUAL MEETINGS TO PROVIDE ENERGY SERVICES TO CONSUMERS.

Schedule I (Form 990) 2010

Additional Data

Software ID:
Software Version:

- TIN:

Schedule J
(Form 990)

Department of the Treasury
Internal Revenue Service

Compensation Information

For certain Officers, Directors, Trustees, Key Employees, and Highest
Compensated Employees
SchJMediumBullet

Complete if the organization answered "Yes" to Form 990,
Part IV, question 23.
SchJMediumBullet

Attach to Form 990. SchJMediumBullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION

Employer identification number

52-0891669

Part I

Questions Regarding Compensation

Yes

Check the appropiate box(es) if the organization provided any of the following to or for a person listed in Form
990, Part VII, Section A, line 1a. Complete Part III to provide any relevant information regarding these items.

First-class or charter travel Housing allowance or residence for personal use

Travel for companions Payments for business use of personal residence

Tax idemnification and gross-up payments Health or social club dues or initiation fees

Discretionary spending account Personal services (e.g., maid, chauffeur, chef)

If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement orprovision of all the expenses described above? If "No," complete Part III to explain....

Yes

Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
officers, directors, trustees, and the CEO/Executive Director, regarding the items checked in line 1a? ....

Indicate which, if any, of the following the organization uses to establish the compensation of the
organization's CEO/Executive Director. Check all that apply.

Compensation committee Written employment contract

Independent compensation consultant Compensation survey or study

Form 990 of other organizations Approval by the board or compensation committee

During the year, did any person listed in Form 990, Part VII, Section A, line 1a with respect to the filing organization or a related organization:

Receive a severance payment or change-of-control payment? ...............

Yes

Participate in, or receive payment from, a supplemental nonqualified retirement plan? ........

Yes

Participate in, or receive payment from, an equity-based compensation arrangement? ........

If "Yes" to any of lines 4a-c, list the persons and provide the applicable amounts for each item in Part III.

Only 501(c)(3) and 501(c)(4) organizations only must complete lines 5-9.

For persons listed in form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the revenues of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 5a or 5b, describe in Part III.

For persons listed in form 990, Part VII, Section A, line 1a, did the organization pay or accrue any
compensation contingent on the net earnings of:

The organization? ...........................

Any related organization? .........................

If "Yes," to line 6a or 6b, describe in Part III.

For persons listed in Form 990, Part VII, Section A, line 1a, did the organization provide any non-fixed
payments not described in lines 5 and 6? If "Yes," describe in Part III ............

Yes

Were any amounts reported in Form 990, Part VII, paid or accured pursuant to a contract that was
subject to the initial contract exception described in Regs. section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................

If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................

For Privacy Act and Paperwork Reduction Act Notice, see the Intructions for Form 990

Cat. No. 50053T

Schedule J (Form 990) 2010

Page 2

Part II

Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use Schedule J-1 if additional space needed.

For each individual whose compensation must be reported in Schedule J, report compensation from the organization on row (i) and from related organizations, described in the
instructions on row (ii). Do not list any individuals that are not listed on Form 990, Part VII.

Note. The sum of columns (B)(i)-(iii) must equal the applicable column (D) or column (E) amounts on Form 990, Part VII, line 1a.

(A) Name		(B) Breakdown of W-2 and/or 1099-MISC compensation			(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)	(F) Compensation reported in prior Form 990 or Form 990-EZ
(A) Name		(i) Base compensation	(ii) Bonus & incentive compensation	(iii) Other reportable compensation	(C) Retirement and other deferred compensation	(D) Nontaxable benefits	(E) Total of columns (B)(i)-(D)
(1) SHELDON PETERSEN	(i) (ii)	1,037,364 0	158,812 0	84,687 0	112,242 0	22,340 0	1,415,445 0	0 0
(2) JOHN LIST	(i) (ii)	463,886 0	84,511 0	50,562 0	79,907 0	23,808 0	702,674 0	0 0
(3) STEVEN LILLY	(i) (ii)	503,537 0	84,511 0	13,590 0	115,020 0	23,794 0	740,452 0	0 0
(4) RICHARD LAROCHELLE	(i) (ii)	534,828 0	84,511 0	49,940 0	81,060 0	14,355 0	764,694 0	0 0
(5) JOHN EVANS	(i) (ii)	462,368 0	84,511 0	53,785 0	88,462 0	22,408 0	711,534 0	0 0
(6) JOHN BORAK	(i) (ii)	217,873 0	54,177 0	50,566 0	70,251 0	18,296 0	411,163 0	0 0
(7) LAWRENCE ZAWALICK	(i) (ii)	271,225 0	61,583 0	43,036 0	85,757 0	10,273 0	471,874 0	0 0
(8) JONATHON ANDREW DON	(i) (ii)	217,059 0	34,480 0	9,536 0	64,927 0	24,722 0	350,724 0	0 0
(9) KRISHNA MURTHY	(i) (ii)	185,366 0	38,419 0	45,511 0	125,682 0	9,254 0	404,232 0	0 0
(10) JOHN SUTER	(i) (ii)	177,210 0	35,229 0	26,803 0	90,675 0	23,199 0	353,116 0	0 0
(11) ROBERTA ARONSON	(i) (ii)	241,764 0	43,216 0	16,868 0	78,133 0	25,989 0	405,970 0	0 0
(12) MICHAEL CARR	(i) (ii)	211,972 0	40,715 0	26,560 0	57,356 0	26,210 0	362,813 0	0 0
(13) JOSEPH SIEKIERSKI	(i) (ii)	184,519 0	35,530 0	27,660 0	95,197 0	13,293 0	356,199 0	0 0
(14) ALLYN AMATO	(i) (ii)	193,943 0	35,020 0	13,868 0	64,329 0	10,890 0	318,050 0	0 0
(15) ROBERT GEIER	(i) (ii)	187,463 0	34,157 0	19,997 0	91,421 0	10,063 0	343,101 0	0 0
(16) LYNN MIDGETTE	(i) (ii)	515,912 0	38,028 0	30,510 0	12,760 0	13,424 0	610,634 0	0 0

Schedule J (Form 990) 2010

Page 3

Part III

Supplemental Information

Complete this part to provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 4c, 5a, 5b, 6a, 6b, 7, and 8. Also complete this part for any additional information.

Identifier	Return Reference	Explanation
	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. 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.
	PART I, LINES 4A-B	CFC OFFERED A VOLUNTARY EARLY RETIREMENT PROGRAM TO A SELECT GROUP OF EMPLOYEES. SELECT EMPLOYEES THAT ELECTED TO RETIRE FROM CFC UNDER THE PROGRAM EFFECTIVE AUGUST 31, 2010 RECEIVED A CASH PAYMENT FROM THE ORGANIZATION. CFC ALSO 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 WILL BE MADE FROM THE PLAN TO EACH NAMED EXECUTIVE OFFICER ANNUALLY. FOR 2010 THE FOLLOWING DISTRIBUTIONS WERE MADE: JOHN BORAK $ 3,692 JOHN EVANS $ 90,647 RICHARD LAROCHELLE $ 175,782 STEVEN LILLY $ 108,844 JOHN LIST $ 108,985 SHELDON PETERSEN $ 318,815 LAWRENCE ZAWALICK $ 16,364
	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 J (Form 990) 2010

Additional Data

Software ID:
Software Version:

- TIN:

Schedule L
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Transactions with Interested Persons

Complete if the organization answered
"Yes" on Form 990, Part IV, lines 25a, 25b, 26, 27, 28a, 28b, or 28c,
or Form 990-EZ, Part V lines 38a or 40b.
MediumBullet

Attach to Form 990 or Form 990-EZ. MediumBullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION

Employer identification number

52-0891669

Part I

Excess Benefit Transactions (section 501(c)(3) and section 501 (c)(4) organizations only).
Complete if the organization answered "Yes" on Form 990, Part IV, line 25a or 25b, or Form 990-EZ, Part V, line 40b.

1(a) Name of disqualified person	(b) Description of transaction	(c) Corrected?
1(a) Name of disqualified person	(b) Description of transaction	Yes	No

Enter the amount of tax imposed on the organization managers or disqualified persons during the year under section 4958. ......................... Bullet Image

Enter the amount of tax, if any, on line 2, above, reimbursed by the organization ....... Bullet Image

Part II

Loans to and/or From Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 26, or Form 990-EZ, Part V, line 38a.

(a) Name of interested person and purpose	(b) Loan to or from the organization?		(c)Original principal amount	(d)Balance due	(e) In default?		(f) Approved by board or committee?		(g)Written agreement?
(a) Name of interested person and purpose	To	From	(c)Original principal amount	(d)Balance due	Yes	No	Yes	No	Yes	No






Total ............... $

Part III

Grants or Assistance Benefitting Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 27.

(a) Name of interested person	(b)Relationship between interested person and the organization	(c)Amount of grant or type of assistance

For Privacy Act and Paperwork Reduction Act Notice, see the
Instructions for Form 990 or 990-EZ.

Cat. No. 50056A

Schedule L (Form 990 or 990-EZ) 2010

Page 2

Part IV

Business Transactions Involving Interested Persons.
Complete if the organization answered "Yes" on Form 990, Part IV, line 28a, 28b, or 28c.

(a) Name of interested person	(b) Relationship between interested person and the organization	(c) Amount of transaction	(d) Description of transaction	(e) Sharing of organization's revenues?
(a) Name of interested person		(c) Amount of transaction	(d) Description of transaction	Yes	No
(1) NATIONAL RURAL TELECOMMUNICATIONS COOPERATIVE	MEMBER/BORROWER W/ COMMON BOARD MEMBER	170,000	INTEREST EARNED ON INVESTMENTS/CERTIFICATES		No
(2) NATIONAL COOPERATIVE SERVICES CORPORATION INC	MEMBER/BORROWER W/ COMMON BOARD MEMBER	1,801,578	INTEREST EARNED ON INVESTMENTS/ CERTIFICATES		No
(3) NATIONAL COOPERATIVE SERVICES CORPORATION INC	MEMBER/BORROWER W/ COMMON BOARD MEMBER	1,427,329	GUARANTEE FEES		No
(4) NATIONAL COOPERATIVE SERVICES CORPORATION INC	MEMBER/BORROWER W/ COMMON BOARD MEMBER	2,440,435	MANAGEMENT FEES		No
(5) NATIONAL COOPERATIVE SERVICES CORPORATION INC	MEMBER/BORROWER W/ COMMON BOARD MEMBER	7,672,050	INTEREST EARNED ON LOANS.		No
(6) NATIONAL RURAL TELECOMMUNICATIONS COOPERATIVE	MEMBER/BORROWER W/ COMMON BOARD MEMBER	6,326	COMMITMENT AND GUARANTEE FEES		No

Part V

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule L (see instructions).

Identifier	Return Reference	Explanation

Schedule L (Form 990 or 990-EZ) 2010

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE O
(Form 990 or 990-EZ)

Department of the Treasury
Internal Revenue Service

Supplemental Information to Form 990 or 990-EZ

Complete to provide information for responses to specific questions on
Form 990 or to provide any additional information.
MediumBullet

Attach to Form 990 or 990-EZ.

OMB No. 1545-0047

2010

Open to Public
Inspection

Name of the organization

NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION

Employer identification number

52-0891669

Identifier	Return Reference	Explanation
FORM 990, PART VI, SECTION A, LINE 4		CFC MEMBERS APPROVED AMENDMENTS TO THE ORGANIZATION'S BYLAWS AT CFC'S ANNUAL MEETING HELD ON MARCH 7, 2011. THE BYLAW AMENDMENTS ALLOW MEMBERS TO VOTE IN PERSON AT CFC MEETINGS OR BY MAIL BALLOT. THE AMENDMENTS SPECIFY THE PROCESS FOR MAIL BALLOTING AND CHANGE THE MAILING SCHEDULE FOR MEMBER NOTIFICATIONS ACCORDINGLY. SINCE IT WOULD BE TOO CUMBERSOME TO CONDUCT A SECOND ROUND OF VOTING BY MAIL IN THE EVENT OF A TIE VOTE, THE BYLAW AMENDMENTS PROVIDE THAT IN THE EVENT OF A TIE VOTE IN DIRECTOR ELECTIONS, THE WINNING CANDIDATE WOULD BE SELECTED BY "DRAWING LOTS" VIA A METHOD DETERMINED BY THE INDIVIDUAL PRESIDING OVER THE MEETING. CFC IS INCORPORATED UNDER THE DISTRICT OF COLUMBIA COOPERATIVE ACT (THE "ACT"). THE ACT CURRENTLY ALLOWS FOR A MAIL BALLOT PROCESS BY U.S. POSTAL SERVICE ONLY. IF THE ACT IS EVER REVISED TO ALLOW FOR ELECTRONIC VOTING, THE BYLAWS, AS AMENDED, WOULD PERMIT THE CFC BOARD TO AUTHORIZE ELECTRONIC VOTING IN ACCORDANCE WITH THE ACT.
FORM 990, PART VI, SECTION A, LINE 6		NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION IS A NON-STOCK, MEMBERSHIP ORGANIZATION. AS OF MAY 31, 2011, THERE WERE 1,030 MEMBERS AND ASSOCIATES. MEMBERSHIP INCLUDED: CLASS A. THERE WERE 834 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 58) 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 2010 FORM 990 FOR FISCAL YEAR ENDED MAY 31, 2011 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, ANY EMERGENCY LINES OF CREDIT, ANY RELATED CREDIT SECURED BY CASH OR CASH EQUIVALENT, ALL RELATED CREDITS THAT ARE USED TO REFINANCE RUS 5% LOANS, AND ALL LINE OF CREDIT LOANS THAT ARE USED SOLELY AS SUPPORT FOR CFC'S CORPORATE CREDIT CARD PROGRAM. 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 15	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 2011, 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 INTERVIEWS 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 DEMANDS OF ITS ROLE AS A LENDING INSTITUTION DICTATE THAT ANY SEARCH FOR A NEW CEO FROM OUTSIDE CFC FOCUS PRIMARILY ON THE FINANCIAL SERVICES SECTOR RATHER THAN THE NOT-FOR-PROFIT SECTOR. 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 2009 TOTAL ASSETS OF $20,140 MILLION, AND INCLUDED EIGHT COMPANIES WITH GREATER TOTAL ASSETS THAN CFC'S. THE COMPARATOR GROUP CONSISTED OF FINANCIAL SERVICES ORGANIZATIONS NEW YORK COMMUNITY BANCORP, INC., STUDENT LOAN CORP., ASTORIA FINANCIAL CORP., NELNET, INC., WEBSTER FINANCIAL CORP., FLAGSTAR BANCORP, PEOPLE'S UNITED FINANCIAL CORP., WASHINGTON FEDERAL INC., TFS FINANCIAL CORP. AND HUDSON CITY BANCORP INC., AS WELL AS THREE FARM CREDIT SYSTEM PEERS. ALTHOUGH HUDSON CITY BANCORP INC.'S 2009 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 TO $790,000, EFFECTIVE JANUARY 1, 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 PERCENT-25 PERCENT 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 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 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 OF COMPENSATION FOR THE OTHER NAMED EXECUTIVE OFFICERS AND KEY EMPLOYEES 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. THE CEO EXERCISED HIS JUDGMENT TO SET THE ANNUAL BASE PAY FOR THE OTHER NAMED EXECUTIVE OFFICERS AND KEY EMPLOYEES BASED ON GENERAL MARKET DATA, OVERALL PERFORMANCE AND LEADERSHIP ACCOMPLISHMENTS. EFFECTIVE JUNE 1, 2010, THE ROLE OF MR. EVANS, SENIOR VICE PRESIDENT, OPERATIONS, WAS CHANGED TO EXECUTIVE VICE PRESIDENT AND CHIEF OPERATING OFFICER, RECOGNIZING THE INCREASING RESPONSIBILITIES AND LEADERSHIP THAT MR. EVANS HOLDS WITHIN THE ORGANIZATION. ALSO EFFECTIVE JUNE 1, 2010, MR. J. ANDREW DON WAS PROMOTED TO SENIOR VICE PRESIDENT & TREASURER, MAKING HIM A SENIOR VICE PRESIDENT OF THE COMPANY. MESSRS EVAN AND DON'S BASE SALARY REFLECTS THE COMPENSATION ASSESSMENT OF THEIR NEW POSITIONS AS WELL AS THEIR OUTSTANDING PERFORMANCE. 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 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 -51,396,335. MEMBERSHIP FEES 3,000. OTHER COMPREHENSIVE INCOME 1,754,135. DERIVATIVE FORWARD VALUE -23,697,677. FAIR VALUE ADJ. FORECLOSED ASSETS -3,960,658. INTEGRITY FUND 1,310,353. ACCUMULATED DEFICIT -CFC ADVANTGE -70,402. EDUCATION FUND -32,301. DRP-K1 -17,699. TOTAL TO FORM 990, PART XI, LINE 5: -76,107,584.
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.

For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.

Cat. No. 51056K

Schedule O (Form 990 or 990-EZ) 2010

Additional Data

Software ID:
Software Version:

- TIN:

SCHEDULE R
(Form 990)

Department of the Treasury
Internal Revenue Service

Related Organizations and Unrelated Partnerships

Complete if the organization answered "Yes" to Form 990, Part IV, line 33, 34, 35, 36, or 37.
MediumBullet

Attach to Form 990. MediumBullet

See separate instructions.

OMB No. 1545-0047

2010

Open to Public Inspection

Name of the organization

NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION

Employer identification number

52-0891669

Part I

Identification of Disregarded Entities (Complete if the organization answered "Yes" on Form 990, Part IV, line 33.)

(a) Name, address, and EIN of disregarded entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(e) End-of-year assets	(f) Direct controlling entity
(1) CFC ADVANTAGE LLC C/O NRUCFC 20701 COOPERATIVE WAY DULLES,VA20166 20-5755206	BUY AND SELL LOANS	VA	40,163	N/A
(2) DENTON REALTY PARTNERS LP C/O NRUCFC 20701 COOPERATIVE WAY DULLES,VA20166 06-2967876	HOLDING COMPANY	DE	46,883,322	DENTON REALTY HOLDINGS LLC AND DENTON REALTY INVESTORS LLC
(3) DENTON REALTY HOLDINGS LLC C/O NRUCFC 20701 COOPERATIVE WAY DULLES,VA20166 06-1673239	HOLDING COMPANY	DE	0	N/A
(4) DENTON REALTY INVESTORS LLC C/O NRUCFC 20701 COOPERATIVE WAY DULLES,VA20166	HOLDING COMPANY	DE	0	N/A
(5) CARIBBEAN ASSET HOLDINGS LLC C/O NRUCFC 20701 COOPERATIVE WAY DULLES,VA20166 26-4752447	HOLDING COMPANY	DE	308,907,000	N/A
(6) DRP COUNTRY LAKES LLC C/O NRUCFC 20701 COOPERATIVE WAY DULLES,VA20166 27-2847626	OWN OPERATE MANAGE AND SELL IMRPOVE REAL PROPERTY	TX	9,076,516	N/A

Part II

Identification of Related Tax-Exempt Organizations (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related tax-exempt organizations during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	(g) Section 512(b)(13) controlled organization
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Exempt Code section	(e) Public charity status (if section 501(c)(3))	(f) Direct controlling entity	Yes	No

For Privacy Act and Paperwork Reduction Act Notice, see the Instructions for Form 990.

Cat. No. 50135Y

Schedule R (Form 990) 2010

Page 2

Part III

Identification of Related Organizations Taxable as a Partnership (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a partnership during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	(h) Disproprtionate allocations?		(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(j) General or managing partner?
(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(f) Share of total income	(g) Share of end-of-year assets	Yes	No	(i) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Part IV

Identification of Related Organizations Taxable as a Corporation or Trust (Complete if the organization answered "Yes" on Form 990, Part IV, line 34 because it had one or more related organizations treated as a corporation or trust during the tax year.)

(a) Name, address, and EIN of related organization	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Direct controlling entity	(e) Type of entity (C corp, S corp, or trust)	(g) Share of end-of-year assets	(h) Percentage ownership
(1) DTR HOLDINGS LLC C/O CAH 20701 COOPERATIVE WAY DULLES,VA20166 66-0728522	HOLDING COMPANY	VQ	CARIBBEAN ASSET HOLDINGS LLC	C	387,365,000	100.000 %
(2) VI POWERNET LLC C/O DTR HOLDINGS LLC 20701 COOPERAT DULLES,VA20166 66-0728523	HOLDING COMPANY	VQ	DTR HOLDINGS LLC	C	141,043,000	100.000 %
(3) BVI ASSET HOLDINGS LLC C/O CAH 20701 COOPERATIVE WAY DULLES,VA20166 26-4752636	HOLDING COMPANY	DE	CARIBBEAN ASSET HOLDINGS LLC	C	7,826,000	100.000 %
(4) STM ASSET HOLDINGS LLC C/O CAH 20701 COOPERATIVE WAY DULLES,VA20166 26-4752724	HOLDING COMPANY	DE	CARIBBEAN ASSET HOLDINGS LLC	C	13,452,000	100.000 %

Schedule R (Form 990) 2010

Page 3

Part V

Transactions With Related Organizations (Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35, 35A, or 36.)

Note. Complete line 1 if any entity is listed in Parts II, III or IV.

Yes

1 During the tax year, did the orgranization engage in any of the following transactions with one or more related organizations listed in Parts II-IV?

a Receipt of (i) interest (ii) annuities (iii) royalties (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .

Yes

b Gift, grant, or capital contribution to other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

c Gift, grant, or capital contribution from other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

d Loans or loan guarantees to or for other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

e Loans or loan guarantees by other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

f Sale of assets to other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

g Purchase of assets from other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

h Exchange of assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

i Lease of facilities, equipment, or other assets to other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .

j Lease of facilities, equipment, or other assets from other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .

k Performance of services or membership or fundraising solicitations for other organization(s) . . . . . . . . . . . . . . . . . . . . . .

l Performance of services or membership or fundraising solicitations by other organization(s) . . . . . . . . . . . . . . . . . . . . . .

m Sharing of facilities, equipment, mailing lists, or other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

n Sharing of paid employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

o Reimbursement paid to other organization for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

p Reimbursement paid by other organization for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

q Other transfer of cash or property to other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Yes

r Other transfer of cash or property from other organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

If the answer to any of the above is "Yes," see the instructions for information on who must complete this line, including covered relationships and transaction thresholds.

(a) Name of other organization	(b) Transaction type(a-r)	(c) Amount involved	(d) Method of determining amount involved
(1) CARIBBEAN ASSET HOLDINGS LLC	A	2,461,573	ACCRUAL
(2) CARIBBEAN ASSET HOLDINGS LLC	D	94,176,678	NET VALUE
(3) CARIBBEAN ASSET HOLDINGS LLC	Q	165,624,888	FAIR MARKET VALUE
(4)
(5)
(6)

Schedule R (Form 990) 2010

Page 4

Part VI

Unrelated Organizations Taxable as a Partnership (Complete if the organization answered "Yes" on Form 990, Part IV, line 37.)

Provide the following information for each entity taxed as a partnership through which the organization conducted more than five percent of its activities (measured by total assets or gross revenue) that was not a related organization. See instructions regarding exclusion for certain investment partnerships.

(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	(d) Are all partners section 501(c)(3) organizations?		(e) Share of end-of-year assets	(f) Disproprtionate allocations?		(g) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	(h) General or managing partner?
(a) Name, address, and EIN of entity	(b) Primary activity	(c) Legal domicile (state or foreign country)	Yes	No	(e) Share of end-of-year assets	Yes	No	(g) Code VUBI amount in box 20 of Schedule K-1 (Form 1065)	Yes	No

Schedule R (Form 990) 2010

Page 5

Part VII

Supplemental Information

Complete this part to provide additional information for responses to questions on Schedule R (see instructions).

Identifier	Return Reference	Explanation

Additional Data

Software ID:
Software Version:

1	Was the organization a U.S. transferor of property to a foreign corporation during the tax year? If "Yes," the organization may be required to file Form 926 (see instructions for Form 926).................	Yes	No
2	Did the organization have an interest in a foreign trust during the tax year? If " Yes," the organization may be required to file Form 3520 and/or Form 3520-A. (see instructions for Forms 3520 and 3520-A)..........	Yes	No
3	Did the organization have an ownership interest in a foreign corporation during the tax year? If "Yes," the organization may be required to file Form 5471, Information Return of U.S. Persons with respect to Certain Foreign Corporations. (see instructions for Form 5471)..............................	Yes	No
4	Was the organization a direct or indirect shareholder of a passive foreign investment company or a qualified electing fund during the tax year? If "Yes," the organization may be required to file Form 8621, Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund. (see instructions for Form 8621)	Yes	No
5	Did the organization have an ownership interest in a foreign partnership during the tax year? If "Yes," the organization may be required to file Form 8865, Return of U.S. Persons with respect to Certain Foreign Partnerships. (see instructions for Form 8865)....................................	Yes	No
6	Did the organization have any operations in or related to any boycotting countries during the tax year? If "Yes," the organization may be required to file Form 5713, International Boycott Report (see instructions for Form 5713)................................................	Yes	No