Form990
Click to see attachment
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 private foundations)
MediumBullet Do not enter Social Security numbers on this form as it may be made public. By law, the IRS
generally cannot redact the information on the form.
MediumBullet Information about Form 990 and its instructions is at www.IRS.gov/form990.
OMB No. 1545-0047
2013
Open to Public Inspection
A For the 2013 calendar year, or tax year beginning 06-01-2013 , 2013, and ending 05-31-2014
BCheck if applicable:
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 province, country, and ZIP or foreign postal code
DULLES, VA20166
D Employer identification number

52-0891669
E Telephone number

G Gross receipts $ 1,094,861,665
F Name and address of principal officer:
SHELDON PETERSEN
20701 COOPERATIVE WAY
DULLES,VA20166
I
Tax-exempt status: ( 4 ) LeftBullet (insert no.) or
J
Website:MediumBullet
WWW.NRUCFC.COOP
H(a)
Is this a group return for
subordinates?
H(b)
Are all subordinates
included?
If "No," attach a list. (see instructions)
H(c)
Group exemption number MediumBullet  
K Form of organization:
 
L Year of formation: 1969
M State of legal domicile: VA
Part I
Summary
Activities & Governance 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 MediumBullet
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 2013 (Part V, line 2a) ...... 5 223
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
Revenues Prior Year Current Year
8 Contributions and grants (Part VIII, line 1h) ......... 0 0
9 Program service revenue (Part VIII, line 2g) ......... 1,234,946,454 1,084,153,256
10 Investment income (Part VIII, column (A), lines 3, 4, and 7d ) .... 6,372,192 5,376,265
11 Other revenue (Part VIII, column (A), lines 5, 6d, 8c, 9c, 10c, and 11e) 5,128,000 5,304,455
12 Total revenue—add lines 8 through 11 (must equal Part VIII, column (A), line 12)................... 1,246,446,646 1,094,833,976
Expenses; 13 Grants and similar amounts paid (Part IX, column (A), lines 1–3 )... 1,290,000 1,424,338
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) 55,593,958 40,382,966
16a Professional fundraising fees (Part IX, column (A), line 11e)..... 0 0
b Total fundraising expenses (Part IX, column (D), line 25) MediumBullet0    
17 Other expenses (Part IX, column (A), lines 11a–11d, 11f–24e).... 970,787,391 898,996,843
18 Total expenses. Add lines 13–17 (must equal Part IX, column (A), line 25) 1,027,671,349 940,804,147
19 Revenue less expenses. Subtract line 18 from line 12....... 218,775,297 154,029,829
Net Assets or Fund Balances; Beginning of Current Year End of Year
20 Total assets (Part X, line 16)............. 22,015,161,447 22,179,066,737
21 Total liabilities (Part X, line 26)............. 21,209,554,141 21,229,385,922
22 Net assets or fund balances. Subtract line 21 from line 20..... 805,607,306 949,680,815
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
JumboBullet
Signature of officer Date
JumboBullet
Type or print name and title
Paid Preparer Use Only
Print/Type preparer's name
Preparer's signature
Date
PTIN
Firm's name MediumBullet

Firm's EIN MediumBullet
Firm's address MediumBullet



Phone no.
May the IRS discuss this return with the preparer shown above? (see instructions) ............
For Paperwork Reduction Act Notice, see the separate instructions.
Cat. No. 11282Y
Form 990 (2013)
Form 990 (2013)
Page 2
Part III
Statement of Program Service Accomplishments
Check if Schedule O contains a response or note to any line in this Part III ..............
1
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.
2
Did the organization undertake any significant program services during the year which were not listed on
the prior Form 990 or 990-EZ? ......................
If "Yes," describe these new services on Schedule O.
3
Did the organization cease conducting, or make significant changes in how it conducts, any program services? ............................
If "Yes," describe these changes on Schedule O.
4
Describe the organization’s program service accomplishments for each of its three largest program services, as measured by expenses. Section 501(c)(3) and 501(c)(4) organizations 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 $ 853,256,481 including grants of $   ) (Revenue $ 1,089,457,711 )
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 $ 1,419,000 including grants of $   ) (Revenue $   )
LOSS ON EARLY EXTINGUISHEMENT OF DEBT - AS PART OF OUR STRATEGY TO OFFER COMPETITIVELY PRICED CREDIT PRODUCTS TO OUR MEMBERS,WE REDEEM OUTSTANDING DEBT EARLY FROM TIME TO TIME TO MANAGE LIQUIDITY AND INTEREST RATE RISK. WHEN WE REDEEM OUTSTANDING DEBT EARLY, WE MAY RECOGNIZE A GAIN OR LOSS RELATED TO THE DIFFERENCE BETWEEN THE AMOUNT PAID TO REDEEM THE DEBT AND THE NET BOOK VALUE OF THE EXTINGUISHED DEBT AS A COMPONENT OF NON-INTEREST EXPENSE IN THE GAIN (LOSS) ON EARLY EXTINGUISHMENT OF DEBT LINE ITEM.ON DECEMBER 16, 2013, WE REDEEMED $150 MILLION OF OUR $600 MILLION, 4.75 PERCENT, COLLATERAL TRUST BONDS DUE MARCH 1, 2014 AT A PREMIUM. THE PREMIUM AND UNAMORTIZED ISSUANCE COSTS TOTALING $1.5 MILLION WERE RECORDED AS A LOSS ON EXTINGUISHMENT OF DEBT DURING THE THIRD QUARTER OF THE YEAR ENDED MAY 31, 2014.
4c (Code:   ) (Expenses $ 1,424,338 including grants of $ 1,424,338 ) (Revenue $   )
GRANTS - AS A COOPERATIVE FORMED UNDER THE LAWS OF THE DISTRICT OF COLUMBIA, CFC IS REQUIRED TO ALLOCATE A MINIMUM OF 1/4 OF 1% OF ITS NET EARNINGS TO AN EDUCATIONAL FUND. UNDER THE LAWS OF THE DISTRICT OF COLUMBIA, COOPERATIVES ARE REQUIRED TO MAKE GRANTS IN SUPPORT OF EDUCATING THE PUBLIC ABOUT COOPERATIVE PRINCIPLES. THE EDUCATIONAL FUND GRANTS MADE BY CFC ARE MAINLY TO STATEWIDE MEMBERSHIP ORGANIZATIONS THAT USE THESE GRANTS TO EDUCATE CUSTOMERS AND CITIZENS ABOUT COOPERATIVE PRINCIPLES. ADDITIONALLY, CFC MANAGES A VOLUNTARY FUND ESTABLISHED FOR THE PURPOSE OF ASSISTING COOPERATIVES IN DEFENDING THEIR COOPERATIVE TERRITORIES AND PROTECTING COOPERATIVE PRINCIPLES.
(Code:   ) (Expenses $ 15,743,119 including grants of $   ) (Revenue $   )
OTHER PROGRAM SERVICES: LOSS ON WHOLE LOAN SALE: $75,250 BANK FEES: $2,174,273 RESULTS OF FORECLOSED ASSETS: $13,493,596 TOTAL OTHER PROGRAM SERVICES: $15,743,119 LOSS ON WHOLE LOAN SALE - CFC ACCOUNTS FOR THE SALE OF LOANS IN SECURITIZATION TRANSACTIONS BY DERECOGNIZING FINANCIAL ASSETS WHEN CONTROL HAS BEEN SURRENDERED. DEFERRED TRANSACTION COSTS AND UNAMORTIZED DEFERRED LOAN ORIGINATION COSTS RELATED TO THE LOANS SOLD ARE INCLUDED IN THE CALCULATION OF THE GAIN OR LOSS ON THE SALE.RESULTS OF FORECLOSED ASSETS - AS PART OF OUR NORMAL OPERATING ACTIVITIES AS A LENDER, WE MAY BE REQUIRED TO FORECLOSE ON ASSETS OR BUSINESS OPERATIONS OF BORROWERS WHO DEFAULT ON THEIR LOANS DUE TO US. OUR OBJECTIVE IS TO REHABILITATE THE FORECLOSED ASSETS OR BUSINESS OPERATIONS IN ORDER SELL THEM AT A PRICE THAT MAXIMIZES OUR RECOVERY ON THOSE DEFAULTED LOANS. THE INVESTMENT IN FORECLOSED ASSETS OR BUSINESS OPERATIONS DOES NOT REPRESENT A NEW OR SEPARATE LINE OF BUSINESS FOR CFC. THE RESULTS OF OPERATIONS OF FORECLOSED ASSETS REPRESENTS THE COMBINED OPERATING LOSSES OF CFC'S WHOLLY OWNED SUBSIDIARY CARIBBEAN ASSET HOLDINGS ("CAH") AND DENTON REALTY PARTNERS LP, RESPECTIVELY FOR THE YEAR ENDED MAY 31, 2014. DURING FISCAL YEAR 2014, THE OPERATING COMPANIES OF CFC'S WHOLLY OWNED SUBSIDIARY CAH, HAD A $11,853,000 LOSS FROM OPERATIONS. OPERATIONS INCLUDE TELECOMMUNICATIONS AND CABLE TELEVISION SERVICES IN THE U.S. VIRGIN ISLANDS, BRITISH VIRGIN ISLANDS AND ST. MAARTEN. DENTON REALTY PARTNERS ("DRP") HOLDS ASSETS INCLUDING A LAND DEVELOPMENT LOAN, LIMITED PARTNERSHIP INTERESTS IN CERTAIN REAL ESTATE DEVELOPMENTS AND DEVELOPED LOTS AND LAND, RAW LAND AND UNDERGROUND MINERAL RIGHTS IN TEXAS. THESE FORECLOSED ASSETS ARE HELD BY TWO WHOLLY OWNED SUBSIDIARIES OF CFC. DURING THE YEAR, DRP EXPERIENCED LOSS FROM OPERATIONS OF $1,641,000.
4d Other program services (Describe in Schedule O.)
(Expenses $ 15,743,119 including grants of $   ) (Revenue $   )
4e Total program service expensesMediumBullet871,842,938
Form 990 (2013)
Form 990 (2013)
Page 3
Part IV
Checklist of Required Schedules
Yes
No
1
Is the organization described in section 501(c)(3) or 4947(a)(1) (other than a private foundation)? If "Yes," complete Schedule A........................
1
 
No
2
Is the organization required to complete Schedule B, Schedule of Contributors (see instructions)? ...
2
 
No
3
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..........
3
 
No
4
Section 501(c)(3) organizations. Did the organization engage in lobbying activities, or have a section 501(h) election in effect during the tax year? If "Yes," complete Schedule C, Part II........
4
 
 
5
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............................
5
 
No
6
Did the organization maintain any donor advised funds or any similar funds or accounts for which 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 IClick to see attachment........................
6
 
No
7
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 IIClick to see attachment...
7
 
No
8
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....................
8
 
No
9
Did the organization report an amount in Part X, line 21 for escrow or custodial account liability; 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 IVClick to see attachment..............
9
 
No
10
Did the organization, directly or through a related organization, hold assets in temporarily restricted endowments, permanent endowments, or quasi-endowments? If "Yes," complete Schedule D, Part VClick to see attachment......
10
 
No
11
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.
a
Did the organization report an amount for land, buildings, and equipment in Part X, line 10?
If "Yes," complete Schedule D, Part VI.Click to see attachment...................
11a
Yes
 
b
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 VIIClick to see attachment.......
11b
 
No
c
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 VIIIClick to see attachment.......
11c
 
No
d
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 IXClick to see attachment............
11d
 
No
e
Did the organization report an amount for other liabilities in Part X, line 25? If "Yes," complete Schedule D, Part XClick to see attachment
11e
Yes
 
f
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 XClick to see attachment.........................
11f
 
No
12a
Did the organization obtain separate, independent audited financial statements for the tax year?
If "Yes," complete Schedule D, Parts XI and XII Click to see attachment.................
12a
 
No
b
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 and XII is optional Click to see attachment
12b
Yes
 
13
Is the organization a school described in section 170(b)(1)(A)(ii)? If "Yes," complete Schedule E....
13
 
No
14a
Did the organization maintain an office, employees, or agents outside of the United States?.....
14a
Yes
 
b
Did the organization have aggregate revenues or expenses of more than $10,000 from grantmaking, fundraising, business, investment, and program service activities outside the United States, or aggregate foreign investments valued at $100,000 or more? If "Yes," complete Schedule F, Parts I and IV......... Click to see attachment
14b
Yes
 
15
Did the organization report on Part IX, column (A), line 3, more than $5,000 of grants or other assistance to or for any foreign organization? If “Yes,” complete Schedule F, Parts II and IVClick to see attachment
15
 
No
16
Did the organization report on Part IX, column (A), line 3, more than $5,000 of aggregate grants or other assistance to or for foreign individuals? If “Yes,” complete Schedule F, Parts III and IV... Click to see attachment
16
 
No
17
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 (see instructions)....
17
 
No
18
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............
18
 
No
19
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...................
19
 
No
20a
Did the organization operate one or more hospital facilities? If "Yes," complete Schedule H....
20a
 
No
b
If "Yes" to line 20a, did the organization attach a copy of its audited financial statements to this return?
20b
 
 
Form 990 (2013)
Form 990 (2013)
Page 4
Part IV
Checklist of Required Schedules (continued)
21
Did the organization report more than $5,000 of grants or other assistance to any domestic organization or government on Part IX, column (A), line 1? If “Yes,” complete Schedule I, Parts I and II... Click to see attachment
21
Yes
 
22
Did the organization report more than $5,000 of grants or 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
22
 
No
23
Did the organization answer "Yes" to Part VII, Section A, line 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
23
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 lines 24b through 24d and complete Schedule K. If “No,” go to line 25a................
24a
 
No
b
Did the organization invest any proceeds of tax-exempt bonds beyond a temporary period exception?...
24b
 
 
c
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
 
 
d
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
 
No
b
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
 
No
26
Did the organization report any amount on Part X, line 5, 6, or 22 for receivables from or payables to any current or former officers, directors, trustees, key employees, highest compensated employees, or disqualified persons? If so, complete Schedule L, Part II.................... Click to see attachment
26
 
No
27
Did the organization provide a grant or other assistance to an officer, director, trustee, key employee, substantial contributor or employee thereof, a grant selection committee member, or to a 35% controlled entity or family member of any of these persons? If "Yes," complete Schedule L, Part III......... Click to see attachment
27
 
No
28
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
A current or former officer, director, trustee, or key employee? If "Yes," complete Schedule L, Part IV .......................... Click to see attachment
28a
 
No
b
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
 
No
c
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 direct or indirect owner? If "Yes," complete Schedule L, Part IV... Click to see attachment
28c
Yes
 
29
Did the organization receive more than $25,000 in non-cash contributions? If "Yes," complete Schedule M..
29
 
No
30
Did the organization receive contributions of art, historical treasures, or other similar assets, or qualified conservation contributions? If "Yes," complete Schedule M.............
30
 
No
31
Did the organization liquidate, terminate, or dissolve and cease operations? If "Yes," complete Schedule N,
Part I...........................
31
 
No
32
Did the organization sell, exchange, dispose of, or transfer more than 25% of its net assets? If "Yes," complete Schedule N, Part II......................
32
 
No
33
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
33
Yes
 
34
Was the organization related to any tax-exempt or taxable entity? If "Yes," complete Schedule R, Part II, III, or IV, and Part V, line 1........................ Click to see attachment
34
Yes
 
35a
Did the organization have a controlled entity within the meaning of section 512(b)(13)?
35a
Yes
 
b
If ‘Yes’ to line 35a, 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
35b
Yes
 
36
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.............
36
 
 
37
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 VIClick to see attachment
37
 
No
38
Did the organization complete Schedule O and provide explanations in Schedule O for Part VI, lines 11b and 19? Note. All Form 990 filers are required to complete Schedule O. ............
38
Yes
 
Form 990 (2013)
Form 990 (2013)
Page 5
Part V
Statements Regarding Other IRS Filings and Tax Compliance
Check if Schedule O contains a response or note to any line in this Part V ..............
Yes
No
1a
Enter the number reported in Box 3 of Form 1096 Enter -0- if not applicable ..
1a
64
b
Enter the number of Forms W-2G included in line 1a. Enter -0- if not applicable .
1b
0
c
Did the organization comply with backup withholding rules for reportable payments to vendors and reportable gaming (gambling) winnings to prize winners? ..................
1c
Yes
 
2a
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 ..................
2a
223
b
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)
2b
Yes
 
3a
Did the organization have unrelated business gross income of $1,000 or more during the year?...
3a
 
No
b
If “Yes,” has it filed a Form 990-T for this year? If “No” to line 3b, provide an explanation in Schedule O...
3b
 
 
4a
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, securities account, or other financial account)?..........................
4a
Yes
 
b
If "Yes," enter the name of the foreign country: MediumBulletVI
See instructions for filing requirements for Form TD F 90-22.1, Report of Foreign Bank and Financial Accounts.
5a
Was the organization a party to a prohibited tax shelter transaction at any time during the tax year?..
5a
 
No
b
Did any taxable party notify the organization that it was or is a party to a prohibited tax shelter transaction?
5b
 
No
c
If "Yes," to line 5a or 5b, did the organization file Form 8886-T? ............
5c
 
 
6a
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 as charitable contributions?...
6a
 
No
b
If "Yes," did the organization include with every solicitation an express statement that such contributions or gifts were not tax deductible?........................
6b
 
 
7
Organizations that may receive deductible contributions under section 170(c).
a
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?....................
7a
 
No
b
If "Yes," did the organization notify the donor of the value of the goods or services provided?.....
7b
 
 
c
Did the organization sell, exchange, or otherwise dispose of tangible personal property for which it was required to file Form 8282?...........................
7c
 
No
d
If "Yes," indicate the number of Forms 8282 filed during the year ....
7d
 
e
Did the organization receive any funds, directly or indirectly, to pay premiums on a personal benefit contract?............................
7e
 
No
f
Did the organization, during the year, pay premiums, directly or indirectly, on a personal benefit contract?..
7f
 
No
g
If the organization received a contribution of qualified intellectual property, did the organization file Form 8899 as required?............................
7g
 
 
h
If the organization received a contribution of cars, boats, airplanes, or other vehicles, did the organization file a Form 1098-C?..........................
7h
 
 
8
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?............
8
 
 
9
Sponsoring organizations maintaining donor advised funds.
a
Did the organization make any taxable distributions under section 4966?..........
9a
 
 
b
Did the organization make a distribution to a donor, donor advisor, or related person?.......
9b
 
 
10
Section 501(c)(7) organizations. Enter:
a
Initiation fees and capital contributions included on Part VIII, line 12 ...
10a
 
b
Gross receipts, included on Form 990, Part VIII, line 12, for public use of club facilities
10b
 
11
Section 501(c)(12) organizations. Enter:
a
Gross income from members or shareholders .........
11a
 
b
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
 
 
b
If "Yes," enter the amount of tax-exempt interest received or accrued during the year. ....................
12b
 
13
Section 501(c)(29) qualified nonprofit health insurance issuers.
a
Is the organization licensed to issue qualified health plans in more than one state?
Note. See the instructions for additional information the organization must report on Schedule O.
13a
 
 
b
Enter the amount of reserves the organization is required to maintain by the states in which the organization is licensed to issue qualified health plans ....
13b
 
c
Enter the amount of reserves on hand ............
13c
 
14a
Did the organization receive any payments for indoor tanning services during the tax year?.....
14a
 
No
b
If "Yes," has it filed a Form 720 to report these payments? If "No," provide an explanation in Schedule O..
14b
 
 
Form 990 (2013)
Form 990 (2013)
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 or note to any line in this Part VI ..............
Section A. Governing Body and Management
Yes
No
1a
Enter the number of voting members of the governing body at the end of the tax year .....................
1a
23
If there are material differences in voting rights among members of the governing body, or if the governing body delegated broad authority to an executive committee or similar committee, explain in Schedule O.
b
Enter the number of voting members included in line 1a, above, who are independent ...................
1b
23
2
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? .................
2
 
No
3
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? .
3
 
No
4
Did the organization make any significant changes to its governing documents since the prior Form 990 was filed? ...........................
4
 
No
5
Did the organization become aware during the year of a significant diversion of the organization’s assets? .
5
 
No
6
Did the organization have members or stockholders? ................
6
Yes
 
7a
Did the organization have members, stockholders, or other persons who had the power to elect or appoint one or more members of the governing body? ....................
7a
Yes
 
b
Are any governance decisions of the organization reserved to (or subject to approval by) members, stockholders, or persons other than the governing body? ...................
7b
 
No
8
Did the organization contemporaneously document the meetings held or written actions undertaken during the year by the following:
a
The governing body? .........................
8a
Yes
 
b
Each committee with authority to act on behalf of the governing body? ............
8b
Yes
 
9
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.......
9
 
No
Section B. Policies (This Section B requests information about policies not required by the Internal Revenue Code.)
Yes
No
10a
Did the organization have local chapters, branches, or affiliates? ............
10a
 
No
b
If "Yes," did the organization have written policies and procedures governing the activities of such chapters, affiliates, and branches to ensure their operations are consistent with the organization's exempt purposes?
10b
 
 
11a
Has the organization provided a complete copy of this Form 990 to all members of its governing body before filing the form? ............................
11a
Yes
 
b
Describe in Schedule O the process, if any, used by the organization to review this Form 990. .....
12a
Did the organization have a written conflict of interest policy? If "No," go to line 13.......
12a
Yes
 
b
Were officers, directors, or trustees, and key employees required to disclose annually interests that could give rise to conflicts? ..........................
12b
Yes
 
c
Did the organization regularly and consistently monitor and enforce compliance with the policy? If "Yes," describe in Schedule O how this was done.......................
12c
Yes
 
13
Did the organization have a written whistleblower policy? ...............
13
Yes
 
14
Did the organization have a written document retention and destruction policy? .........
14
Yes
 
15
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?
a
The organization’s CEO, Executive Director, or top management official ...........
15a
Yes
 
b
Other officers or key employees of the organization ................
15b
 
No
If "Yes" to line 15a or 15b, 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
 
No
b
If "Yes," did the organization follow a written policy or procedure requiring the organization to evaluate its participation in joint venture arrangements under applicable federal tax law, and take steps to safeguard the organization’s exempt status with respect to such arrangements? ............
16b
 
 
Section C. Disclosure
17
List the States with which a copy of this Form 990 is required to be filedMediumBullet
AZ , GA
18
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 made these available. Check all that apply.
19
Describe in Schedule O whether (and if so, how) the organization made its governing documents, conflict of interest policy, and financial statements available to the public during the tax year.
20
State the name, physical address, and telephone number of the person who possesses the books and records of the organization:
MediumBulletROBERT GEIER20701 COOPERATIVE WAYDULLESVA20166 (703) 467-1800
Form 990 (2013)
Form 990 (2013)
Page 7
Part VII
Compensation of Officers, Directors,Trustees, Key Employees, Highest Compensated Employees, and Independent Contractors
Check if Schedule O contains a response or note to any line 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. Enter -0- in columns (D), (E), and (F) if no compensation was paid.

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

RoundBullet 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.

RoundBullet 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 organization compensated any current officer, director, or trustee.
(A)
Name and Title 		(B)
Average hours per week (list any hours for related organizations below dotted line) 		(C)
Position (do not check more than one box, unless person is both an officer and a director/trustee) 		(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
Individual Trustee or Director; Institutional Trustee; OfficerInd; Key Employee; Highest compensated employee; FormerOfcrDirectorTrusteeInd;
(1) KIRK A THOMPSON........................................................................
DIRECTOR
 4.30
.......................   		X           34,500 0 0
(2) CURTIS NOLAN........................................................................
DIRECTOR
 6.00
.......................   		X           39,800 0 0
(3) FRED BROG........................................................................
DIRECTOR
 11.20
.......................   		X           44,650 0 0
(4) PATRICK L BRIDGES........................................................................
DIRECTOR
 2.90
.......................   		X           40,300 0 0
(5) MEL COLEMAN........................................................................
DIRECTOR
 2.60
.......................   		X           35,300 0 0
(6) FREDERICK CANDERSON........................................................................
DIRECTOR (UNTIL 3/2014)
 9.20
.......................   		X           46,750 0 0
(7) GLENN WMILLER........................................................................
DIRECTOR
 7.30
.......................   		X           46,900 0 0
(8) ROMAN EGILLEN........................................................................
DIRECTOR
 8.30
.......................   		X           40,450 0 0
(9) CHRISTOPHER LHAMON........................................................................
DIRECTOR
 14.10
.......................   		X           45,400 0 0
(10) ROBERT MHILL........................................................................
DIRECTOR
 7.50
.......................   		X           40,450 0 0
(11) JIM LDOERSTLER UNTIL 32014........................................................................
DIRECTOR
 8.80
.......................   		X           45,100 0 0
(12) BURNS EMERCER UNTIL 32014........................................................................
DIRECTOR
 7.60
.......................   		X           50,950 0 0
(13) MIKE CAMPBELL........................................................................
DIRECTOR
 8.20
.......................   		X           45,250 0 0
(14) DWIGHT ROSSOW UNTIL 32014........................................................................
DIRECTOR
 5.00
.......................   		X           54,550 0 0
(15) HARRY NPARK........................................................................
DIRECTOR
 8.70
.......................   		X           40,450 0 0
(16) CURTIN RRAKESTRAW II........................................................................
DIRECTOR
 5.60
.......................   		X           40,300 0 0
(17) SCOTT W HANDY........................................................................
DIRECTOR
 6.60
.......................   		X           45,250 0 0
Form 990 (2013)
Form 990 (2013)
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 (list any hours for related organizations below dotted line) 		(C)
Position (do not check more than one box, unless person is both an officer and a director/trustee) 		(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
Individual Trustee or Director; Institutional Trustee; OfficerInd; Key Employee; Highest compensated employee; FormerOfcrDirectorTrusteeInd;
(18) WALTER K CROOK........................................................................
DIRECTOR
 5.80
.......................   		X           30,750 0 0
(19) RANDY D RENTH........................................................................
DIRECTOR
 7.40
.......................   		X           46,600 0 0
(20) JOEL CUNNINGHAM........................................................................
PRESIDENT-DIRECTOR
 10.50
.......................   		X   X       50,650 0 0
(21) RAY BEAVERS........................................................................
VICE PRESIDENT-DIRECTOR
 6.90
.......................   		X   X       49,950 0 0
(22) RGRANT CLAWSON........................................................................
DIRECTOR
 10.30
.......................   		X           45,400 0 0
(23) KENT FARMER........................................................................
DIRECTOR
 0.00
.......................   		X           0 0 0
(24) THOMAS L HAYES........................................................................
DIRECTOR
 0.00
.......................   		X           0 0 0
(25) LYLE KORVER........................................................................
DIRECTOR
 7.70
.......................   		X           45,400 0 0
(26) RW MATHENY........................................................................
DIRECTOR
 0.00
.......................   		X           0 0 0
(27) STEPHEN VAIL........................................................................
DIRECTOR
 0.00
.......................   		X           0 0 0
(28) SHELDON C PETERSEN........................................................................
GOVERNOR AND CEO
 65.00
.......................0.00 		    X       1,518,179 0 143,350
(29) RICHARD E LAROCHELLE........................................................................
SVP,CORPORATE RELATIONS UNTIL 12/31/13
 60.00
.......................   		    X       896,895 0 133,837
(30) JOHN T EVANS........................................................................
EVP AND COO
 58.00
.......................0.00 		    X       665,225 0 103,669
(31) JOHN J LIST........................................................................
SVP & CHIEF LENDING OFFICER
 60.00
.......................0.00 		    X       592,068 0 90,684
(32) STEVEN L LILLY........................................................................
SVP & SPECIAL ASSET MANAGEMENT
 55.00
.......................0.00 		    X       571,860 0 84,569
(33) LAWRENCE ZAWALICKUNTIL 41714........................................................................
SVP, AFFLIATE ORGANIZATIONS
 55.00
.......................   		    X       583,864 0 120,564
(34) JONATHON ANDREW DON........................................................................
SVP AND CFO
 60.00
.......................   		    X       480,203 0 183,608
(35) JOHN M BORAK........................................................................
SVP, CREDIT RISK MANAGEMENT
 60.00
.......................0.00 		    X       337,597 0 102,947
(36) ROBERTA B ARONSON........................................................................
SVP AND GENERAL COUNSEL
 57.00
.......................0.00 		    X       379,884 0 126,119
(37) LEIGH GRANTHAM UNTIL 412014........................................................................
SVP, STRATEGY AND BUSINESS DEVELOPMENT
 57.00
.......................   		    X       342,397 0 84,574
(38) STEVEN M KETTLER........................................................................
SVP, STRATEGIC BUSINESS DEVELOPMENT AND SUPPORT
 65.00
.......................   		    X       282,983 0 101,711
(39) JOEL ALLEN........................................................................
SVP, MEMBER SERVICES
 50.00
.......................   		    X       281,956 0 120,192
(40) ROBIN C REED........................................................................
SVP, MEMBER SERVICES
 55.00
.......................   		    X       287,286 0 96,272
(41) GRACEANN CLENDENEN........................................................................
SVP,CORPORATE SERVICES
 48.00
.......................   		    X       263,097 0 143,299
(42) BRAD CAPTAIN........................................................................
SVP, CORPORATE RELATIONS
 55.00
.......................   		    X       237,207 0 53,096
(43) JOHN F SUTER........................................................................
VP,CAPITAL MARKETS RESEARCH & ANALYSIS
 50.00
.......................   		      X     283,922 0 134,073
(44) BRUCE E MACNEIL........................................................................
VP,CAPITAL MARKETS FUNDING
 50.00
.......................   		      X     203,599 0 42,335
(45) LAWRENCE SAUNDERS........................................................................
VP, PORTFOLIO MANAGEMENT
 60.00
.......................   		      X     323,055 0 52,517
(46) AMY S LUONGO........................................................................
VP, PORTFOLIO MANAGEMENT
 50.00
.......................   		      X     222,022 0 39,852
(47) KRISHNA MURTHY........................................................................
VP,ELECTRIC AND ENERGY INDUSTRY
 45.00
.......................   		        X   293,952 0 99,087
(48) MICHAEL H CARR UNTIL 10913........................................................................
VP & CIO
 50.00
.......................   		        X   313,190 0 13,265
(49) ROBERT E GEIER JR........................................................................
VP & CONTROLLER
 60.00
.......................0.00 		        X   290,227 0 128,122
(50) ALLYN JAMATO........................................................................
VP & DEPUTY GENERAL COUNSEL
 50.00
.......................0.00 		        X   289,065 0 105,541
(51) FRANK E VAUGHN........................................................................
ASSISTANT GENERAL COUNSEL
 48.00
.......................0.00 		        X   261,752 0 76,391
1b Sub-Total................MediumBullet
c Total from continuation sheets to Part VII, Section A....MediumBullet
d Total (add lines 1b and 1c)............MediumBullet 11,206,585 0 2,379,674
2
Total number of individuals (including but not limited to those listed above) who received more than $100,000 of reportable compensation from the organizationMediumBullet138
Yes
No
3
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 ..............
3
 
No
4
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...........................
4
Yes
 
5
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 ........
5
 
No
Section B. Independent Contractors
1
Complete this table for your five highest compensated independent contractors that received more than $100,000 of compensation from the organization. Report compensation for the calendar year ending with or within the organization’s tax year.
(A)
Name and business address 		(B)
Description of services 		(C)
Compensation
SAPIENTPO BOX 4886BOSTONMA02212 IT CONSULTANTS 3,964,358
CASSIOPAE224 MAIN STREET STE 3ASALEMNH03079 IT CONSULTANTS 1,817,583
NRECAPO BOX 775670ST LOUISMO631798000 ADMIN FEES 1,502,219
DELOITTE & TOUCHE LLP4301 WILSON BLVDARLINGTONVA222031860 AUDITOR 1,310,800
HOGAN LOVELLS US LLP555 THIRTEENTH STREET NWWASHINGTONDC200041109 ATTORNEY FEES 1,296,495
2
Total number of independent contractors (including but not limited to those listed above) who received more than $100,000 of compensation from the organization MediumBullet12
Form 990 (2013)
Form 990 (2013)
Page 9
Part VIII
Statement of Revenue
Check if Schedule O contains a response or note to any line in this Part VIII .............
(A)
Total revenue 		(B)
Related or
exempt
function
revenue 		(C)
Unrelated
business
revenue 		(D)
Revenue
excluded from
tax under sections
512-514
Contributions, Gifts, GrantAmt and OtherAmt Similar Amounts 1a Federated campaigns..1a  
b Membership dues....1b  
c Fundraising events....1c  
d Related organizations...1d  
e Government grants (contributions)1e  
f All other contributions, gifts, grants, and
similar amounts not included above1f 		 
g Noncash contributions included in lines
1a-1f:$ 		 
h Total. Add lines 1a-1f.......MediumBullet  
Program Service RevenueAmt Business Code
2a INTEREST FROM PSA 522200 937,214,074 937,214,074    
b DERIVATVE CASH SETTLEMENTS 522200 133,405,570 133,405,570    
c OTHER INCOME-LOAN FEES 522200 17,276,265 17,276,265    
d RECOVERY FOR LOSSES 522200 -3,742,653 -3,742,653    
e
f All other program service revenue .        
g Total. Add lines 2a–2f........MediumBullet 1,084,153,256
OtherAmt RevenueAmt 3 Investment income (including dividends, interest, and other similar amounts).......MediumBullet 5,397,093     5,397,093
4 Income from investment of tax-exempt bond proceeds..MediumBullet        
5 Royalties...........MediumBullet        
(i) Real (ii) Personal
6a Gross rents    
b Less: rental expenses    
c Rental income or (loss)    
d Net rental income or (loss).......MediumBullet        
(i) Securities (ii) Other
7a Gross amount from sales of assets other than inventory   6,861
b Less: cost or other basis and sales expenses   27,689
c Gain or (loss)   -20,828
d Net gain or (loss)..........MediumBullet -20,828     -20,828
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..MediumBullet      
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...MediumBullet        
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..MediumBullet        
Miscellaneous Revenue Business Code
11a MANAGEMENT FEES 522200 5,304,455 5,304,455    
b            
c            
d All other revenue ....        
e Total. Add lines 11a–11d ...... MediumBullet 5,304,455
12 Total revenue. See Instructions......MediumBullet 1,094,833,976 1,089,457,711 0 5,376,265
Form 990 (2013)
Form 990 (2013)
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).Check if Schedule O contains a response or note to any line in this Part IX ...............
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 United States. See Part IV, line 21 1,424,338 1,424,338
2 Grants and other assistance to individuals in the United States. See Part IV, line 22    
3 Grants and other assistance to governments, organizations, and individuals outside the United States. See Part IV, lines 15 and 16    
4 Benefits paid to or for members    
5 Compensation of current officers, directors, trustees, and key employees .... 9,548,302   9,548,302  
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 22,208,108   22,208,108  
8 Pension plan accruals and contributions (include section 401(k) and 403(b) employer contributions) .... 4,387,556   4,387,556  
9 Other employee benefits ....... 2,338,265   2,338,265  
10 Payroll taxes ........... 1,900,735   1,900,735  
11 Fees for services (non-employees):        
a Management ......        
b Legal ......... 1,685,537   1,685,537  
c Accounting ........... 1,377,535   1,377,535  
d Lobbying ...........        
e Professional fundraising services. See Part IV, line 17    
f Investment management fees ......        
g Other (If line 11g amount exceeds 10% of line 25, column (A) amount, list line 11g expenses on Schedule O) ........ 3,378,421   3,378,421  
12 Advertising and promotion .... 609,762   609,762  
13 Office expenses ....... 2,242,938   2,242,938  
14 Information technology ...... 2,556,882   2,556,882  
15 Royalties ..        
16 Occupancy ........... 2,426,762   2,426,762  
17 Travel ............ 4,050,874   4,050,874  
18 Payments of travel or entertainment expenses for any federal, state, or local public officials ......        
19 Conferences, conventions, and meetings .... 2,658,172   2,658,172  
20 Interest ........... 853,256,481 853,256,481    
21 Payments to affiliates .......        
22 Depreciation, depletion, and amortization ..... 5,646,470   5,646,470  
23 Insurance .............. 702,502   702,502  
24 Other expenses. Itemize expenses not covered above (List miscellaneous expenses in line 24e. If line 24e amount exceeds 10% of line 25, column (A) amount, list line 24e expenses on Schedule O.)
a FORECLOSED ASSETS 13,493,596 13,493,596    
b BANK FEES 2,174,273 2,174,273    
c LOSS ON EARLY EXTINGUIS 1,419,000 1,419,000    
d WHOLE LOAN SALE 75,250 75,250    
e All other expenses 1,242,388   1,242,388  
25 Total functional expenses. Add lines 1 through 24e 940,804,147 871,842,938 68,961,209 0
26 Joint costs. Complete this line only if the organization reported in column (B) joint costs from a combined educational campaign and fundraising solicitation. Check here MediumBullet if following SOP 98-2 (ASC 958-720).        
Form 990 (2013)
Form 990 (2013)
Page 11
Part X Balance Sheet Check if Schedule O contains a response or note to any line in this Part X ..............
(A)
Beginning of year 		(B)
End of year
Assets 1 Cash–non-interest-bearing ............. 32,199,515 1 106,333,921
2 Savings and temporary cash investments ......... 139,435,477 2 220,846,872
3 Pledges and grants receivable, net ...........   3  
4 Accounts receivable, net ............. 174,789,132 4 199,068,670
5 Loans and other receivables from current and former officers, directors, trustees, key employees, and highest compensated employees. Complete Part II of
Schedule L ..................
  5  
6 Loans and other receivables from other disqualified persons (as defined under section 4958(f)(1)), persons described in section 4958(c)(3)(B), and contributing employers and sponsoring organizations of section 501(c)(9) voluntary employees' beneficiary organizations (see instructions) Complete Part II of Schedule L
  6  
7 Notes and loans receivable, net ............. 20,216,670,396 7 20,386,356,645
8 Inventories for sale or use ..............   8  
9 Prepaid expenses and deferred charges .......... 5,324,416 9 4,682,098
10a Land, buildings, and equipment: cost or other basis. Complete Part VI of Schedule D 10a 131,937,465
b Less: accumulated depreciation ..... 10b 24,867,487 104,507,559 10c 107,069,978
11 Investments—publicly traded securities .......... 31,632,425 11 29,677,320
12 Investments—other securities. See Part IV, line 11 ..... 700,000,000 12 575,500,000
13 Investments—program-related. See Part IV, line 11 ..... 261,472,115 13 245,651,494
14 Intangible assets ...............   14  
15 Other assets. See Part IV, line 11 ........... 349,130,412 15 303,879,739
16 Total assets. Add lines 1 through 15 (must equal line 34)...... 22,015,161,447 16 22,179,066,737
Liabilities 17 Accounts payable and accrued expenses ......... 4,216,006,876 17 4,025,012,867
18 Grants payable .................   18  
19 Deferred revenue ................ 25,717,236 19 78,039,547
20 Tax-exempt bond liabilities .............   20  
21 Escrow or custodial account liability. Complete Part IV of Schedule D..   21  
22 Loans and other 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 .. 7,562,218,876 23 7,771,660,135
24 Unsecured notes and loans payable to unrelated third parties .... 8,916,952,110 24 8,952,044,600
25 Other liabilities (including federal income tax, payables to related third parties, and other liabilities not included on lines 17-24). Complete Part X of Schedule D.................... 488,659,043 25 402,628,773
26 Total liabilities. Add lines 17 through 25......... 21,209,554,141 26 21,229,385,922
Net Assets or Fund Balance Organizations that follow SFAS 117 (ASC 958), check here MediumBullet 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 (ASC 958), check here MediumBullet and complete lines 30 through 34.
30 Capital stock or trust principal, or current funds ........ 973,000 30 973,000
31 Paid-in or capital surplus, or land, building or equipment fund ..... 0 31 0
32 Retained earnings, endowment, accumulated income, or other funds 804,634,306 32 948,707,815
33 Total net assets or fund balances ........... 805,607,306 33 949,680,815
34 Total liabilities and net assets/fund balances ........ 22,015,161,447 34 22,179,066,737
Form 990 (2013)
Form 990 (2013)
Page 12
Part XI
Reconcilliation of Net Assets
Check if Schedule O contains a response or note to any line in this Part XI ..............
1
Total revenue (must equal Part VIII, column (A), line 12) ............
1
1,094,833,976
2
Total expenses (must equal Part IX, column (A), line 25) ............
2
940,804,147
3
Revenue less expenses. Subtract line 2 from line 1 ..............
3
154,029,829
4
Net assets or fund balances at beginning of year (must equal Part X, line 33, column (A)) ..
4
805,607,306
5
Net unrealized gains (losses) on investments ...............
5
-1,455,104
6
Donated services and use of facilities .................
6
 
7
Investment expenses .....................
7
 
8
Prior period adjustments .....................
8
 
9
Other changes in net assets or fund balances (explain in Schedule O) ........
9
-8,501,216
10
Net assets or fund balances at end of year. Combine lines 3 through 9 (must equal Part X, line 33, column (B))
10
949,680,815
Part XII
Financial Statements and Reporting
Check if Schedule O contains a response or note to any line in this Part XII .............
Yes
No
1
Accounting method used to prepare the Form 990:  
If the organization changed its method of accounting from a prior year or checked "Other," explain in
Schedule O.
2a
Were the organization’s financial statements compiled or reviewed by an independent accountant?
2a
 
No
If ‘Yes,’ check a box below to indicate whether the financial statements for the year were compiled or reviewed on a separate basis, consolidated basis, or both:
b
Were the organization’s financial statements audited by an independent accountant?
2b
Yes
 
If ‘Yes,’ check a box below to indicate whether the financial statements for the year were audited on a separate basis, consolidated basis, or both:
c
If "Yes," to line 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?
2c
Yes
 
If the organization changed either its oversight process or selection process during the tax year, explain in Schedule O.
3a
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?
3a
 
No
b
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.
3b
 
 
Form 990 (2013)
Form 990, Special Condition Description:
Special Condition Description
Additional Data


Software ID:  
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SCHEDULE D
(Form 990)
Department of the Treasury
Internal Revenue Service
Supplemental Financial Statements
SchDMd Bullet Complete if the organization answered "Yes," to Form 990,
Part IV, line 6, 7, 8, 9, 10, 11a, 11b, 11c, 11d, 11e, 11f, 12a, or 12b
SchDMd Bullet Attach to Form 990. SchDMd Bullet See separate instructions. SchDMd Bullet Information about Schedule D (Form 990) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
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 ........    
5
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? ............
6
Did the organization inform all grantees, donors, and donor advisors in writing that grant funds can 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? ...................................
Part II
Conservation Easements. Complete if the organization answered "Yes" to Form 990, Part IV, line 7.
1
Purpose(s) of conservation easements held by the organization (check all that apply).
2
Complete lines 2a through 2d if the organization held a qualified conservation contribution in the form of a conservation easement on the last day of the tax year.
Held at the End of the 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, and not on a historic structure listed in the National Register .................... 2d  
3
Number of conservation easements modified, transferred, released, extinguished, or terminated by the organization during
the tax year SchDMd Bullet  
4
Number of states where property subject to conservation easement is located SchDMd Bullet  
5
Does the organization have a written policy regarding the periodic monitoring, inspection, handling of violations, and
enforcement of the conservation easements it holds? .............................
6
Staff and volunteer hours devoted to monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet  
7
Amount of expenses incurred in monitoring, inspecting, and enforcing conservation easements during the year
SchDMd Bullet $  
8
Does each conservation easement reported on line 2(d) above satisfy the requirements of section 170(h)(4)(B)(i) and section 170(h)(4)(B)(ii)? .......................................
9
In Part XIII, 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.
1a
If the organization elected, as permitted under SFAS 116 (ASC 958), 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 XIII, the text of the footnote to its financial statements that describes these items.
b
If the organization elected, as permitted under SFAS 116 (ASC 958), 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 $  
2
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 (ASC 958) relating to these items:
a
Revenues included in Form 990, Part VIII, line 1 ..........................SchDMd Bullet $  
b
Assets included in Form 990, Part X ...............................SchDMd Bullet $  
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 52283D
Schedule D (Form 990) 2013

Schedule D (Form 990) 2013
Page 2
Part III
Organizations Maintaining Collections of Art, Historical Treasures, or Other Similar Assets (continued)
3
Using the organization’s acquisition, accession, and other records, check any of the following that are a significant use of its collection items (check all that apply):
a
d
b
e
 
c
4
Provide a description of the organization’s collections and explain how they further the organization’s exempt purpose in
Part XIII.
5
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?........
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.
1a
Is the organization an agent, trustee, custodian or other intermediary for contributions or other assets not
included on Form 990, Part X? ....................................
b
If "Yes," explain the arrangement in Part XIII and complete the following table:
Amount
c Beginning balance ................................. 1c  
d Additions during the year .............................. 1d  
e Distributions during the year ............................. 1e  
f Ending balance ................................... 1f  
2a
Did the organization include an amount on Form 990, Part X, line 21? .....................
b
If "Yes," explain the arrangement in Part XIII. Check here if the explanation has been provided in Part XIII ........
Part V
Endowment Funds. Complete if the organization answered "Yes" to Form 990, Part IV, line 10.
(a)Current year (b)Prior year b (c)Two years back (d)Three years back (e)Four years back
1a Beginning of year balance ....          
b Contributions ........          
c Net investment earnings, gains, and losses          
d Grants or scholarships .....          
e Other expenditures for facilities
and programs ........ 		         
f Administrative expenses ....          
g End of year balance ......          
2
Provide the estimated percentage of the current year end balance (line 1g, column (a)) held as:
a
Board designated or quasi-endowment SchDMd Bullet  
b
Permanent endowment SchDMd Bullet  
c
Temporarily restricted endowment SchDMd Bullet  
The percentages in lines 2a, 2b, and 2c should equal 100%.
3a
Are there endowment funds not in the possession of the organization that are held and administered for the
organization by:

Yes
No
(i) unrelated organizations ........................
3a(i)
 
 
(ii) related organizations ........................
3a(ii)
 
 
b
If "Yes" to 3a(ii), are the related organizations listed as required on Schedule R? .........
3b
 
 
4
Describe in Part XIII the intended uses of the organization's endowment funds.
Part VI
Land, Buildings, and Equipment. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11a. See Form 990, Part X, line 10.
Description of property (a) Cost or other basis (investment) (b)Cost or other basis (other) (c) Accumulated depreciation (d) Book value
1a Land ................. 14,054,949 23,792,221 37,847,170
b Buildings ................   55,079,182 6,585,881 48,493,301
c Leasehold improvements ............   143,880 125,895 17,985
d Equipment ................        
e Other .................   38,867,233 18,155,711 20,711,522
Total. Add lines 1a through 1e. (Column (d) must equal Form 990, Part X, column (B), line 10(c).).......SchDMdBullet 107,069,978
Schedule D (Form 990) 2013

Schedule D (Form 990) 2013
Page 3
Part VII
Investments—Other Securities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11b. 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) must equal Form 990, Part X, col. (B) line 12.)Small Bullet  
Part VIII
Investments—Program Related. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11c. See Form 990, Part X, line 13.
(a) Description of investment (b) Book value (c) Method of valuation:
Cost or end-of-year market value








Total. (Column (b) must equal Form 990, Part X, col.(B) line 13.)Small Bullet  
Part IX
Other Assets. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11d. See Form 990, Part X, line 15.
(a) Description (b) Book value








Total. (Column (b) must equal Form 990, Part X, col.(B) line 15.)...........Small Bullet  
Part X
Other Liabilities. Complete if the organization answered 'Yes' to Form 990, Part IV, line 11e or 11f. See Form 990, Part X, line 25.
1.(a) Description of liability (b) Book value
Federal income taxes  
GUARANTEE LIABILITY 21,620,807
OTHER ACCRUED EXPENSES 7,889,190
CREDIT LOSSES ALLOWANCE 123,000
MEMB APP FEES-MEMBERSHIP APPL 5,000
DERIVATIVE LIABILITY 372,990,776




Total. (Column (b) must equal Form 990, Part X, col.(B) line 25.)Small Bullet 402,628,773
2. Liability for uncertain tax positions In Part XIII, 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 (ASC 740). Check here if the text of the footnote has been provided in Part XIII ..................................................
Schedule D (Form 990) 2013

Schedule D (Form 990) 2013
Page 4
Part XI Reconciliation of Revenue per Audited Financial Statements With Revenue per Return Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
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 XIII.) ............ 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 XIII.) ........... 4b  
c Add lines 4a and 4b....................... 4c  
5 Total revenue. Add lines 3 and 4c. (This must equal Form 990, Part I, line 12.) ...... 5  
Part XII Reconciliation of Expenses per Audited Financial Statements With Expenses per Return. Complete if the organization answered 'Yes' to Form 990, Part IV, line 12a.
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 XIII.) ............ 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 XIII.) ............ 4b  
c Add lines 4a and 4b....................... 4c  
5 Total expenses. Add lines 3 and 4c. (This must equal Form 990, Part I, line 18.) ...... 5  
Part XIII
Supplemental Information
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, line 2; Part XI, lines 2d and 4b; and Part XII, lines 2d and 4b. Also complete this part to provide any additional information.
Return Reference Explanation
Schedule D (Form 990) 2013

Additional Data


Software ID:  
Software Version:  




SCHEDULE F(Form 990)
Department of the Treasury
Internal Revenue Service
Statement of Activities Outside the United States
Right pointing arrow large image 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.Right pointing arrow large image Information about Schedule F (Form 990) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
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.
1
For grantmakers.Does the organization maintain records to substantiate the amount of its grants and
other assistance, the grantees’ eligibility for the grants or assistance, and the selection criteria used
to award the grants or assistance? ...............................
2
For grantmakers. Describe in Part V the organization’s procedures for monitoring the use of its grants and other assistance outside the United States.
3
Activites per Region. (The following Part I, line 3 table can be duplicated if additional space is needed.)
(a) Region (b) Number of offices in the region (c) Number of employees, agents, and independent contractors in region (d) Activities conducted in region (by type) (e.g., fundraising, program services, investments, grants to recipients located in the region) (e) If activity listed in (d) is a program service, describe specific type of
service(s) in region		 (f) Total expenditures
for and investments
in region
CENTRAL AMERICA AND THE CARIBBEAN - 1 5 INVESTMENTS   239,119,227
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
           
3a Sub-total ..... 1 5 239,119,227
b Total from continuation sheets to Part I ... 0 0 0
c Totals (add lines 3a and 3b) 1 5 239,119,227
For Paperwork Reduction Act Notice, see the Instructions for Form 990.Cat. No. 50082W Schedule F (Form 990) 2013
Schedule F (Form 990) 2013
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. Part II can be duplicated 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 non-cash
assistance 		(h) Description
of non-cash
assistance 		(i) Method of
valuation
(book, FMV,
appraisal, other)
             
             
             
             
             
             
             
             
             
             
             
             
             
             
             
             
2 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
 
3
Enter total number of other organizations or entities .......................MediumBullet
 
Schedule F (Form 990) 2013
Schedule F (Form 990) 2013Page 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.
Part III can be duplicated 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) 2013
Schedule F (Form 990) 2013
Page 4
Part IV
Foreign Forms
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, Return by a U.S. Transferor of Property to a Foreign Corporation (see Instructions for Form 926)......................................
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, Annual Return to Report Transactions with Foreign Trusts and Receipt of Certain Foreign Gifts, and/or Form 3520-A, Annual Information Return of Foreign Trust With a U.S. Owner (see Instructions for Forms 3520 and 3520-A).......................................
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)..............................
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, Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund. (see Instructions for Form 8621)...............................................
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)....................................
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)................................................
Schedule F (Form 990) 2013
Schedule F (Form 990) 2013
Page 5
Part V
Supplemental Information
Provide the information required by Part I, line 2 (monitoring of funds); Part I, line 3, column (f) (accounting method; amounts of investments vs. expenditures per region); Part II, line 1 (accounting method); Part III (accounting method); and Part III, column (c) (estimated number of recipients), as applicable. Also complete this part to provide any additional information (see instructions).
ReturnReference Explanation
PART I, LINES 3 COLUMN (F) CFC FOLLOWS U.S. GAAP ACCOUNTING. AMOUNTS REPORTED IN PART I, COLUMN (F) REPRESENTS THE CARRYING VALUE, NET OF EARNINGS AND/OR IMPAIRMENT CHARGES OF CFC'S INVESTMENT IN ORGANIZATIONS IN FOREIGN COUNTRIES AS OF THE END OF THE TAX YEAR AND DO NOT REFLECT EXPENDITURES MADE BY CFC INTO THESE COUNTRIES.
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
Schedule F (Form 990) 2013
Additional Data


Software ID:  
Software Version:  



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
lBullet Information about Schedule I (Form 990) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
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
1
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? ....................................
2
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. Part II can be duplicated if additional space is needed.
(a) Name and address of organization
or government		 (b) EIN (c) IRC Code section
if applicable		 (d) Amount of cash grant (e) Amount of non-cash
assistance		 (f) Method of valuation
(book, FMV, appraisal,
other)		 (g) Description of
non-cash assistance		 (h) Purpose of grant
or assistance
(1) ALASKA POWER ASSOCIATION
703 WEST TUDOR ROAD SUITE 200
ANCHORAGE,AK995036650 		92-0069880 501 (C)(6) 13,200       EDUCATION FUND GRANT - YOUTH LEADERSHIP PROGRAMS
(2) ELECTRIC POWER ASSOC OF MISSISSIPPI
PO BOX 3300
RIDGELAND,MS391583300 		64-0926385 501 (C)(9) 14,400       EDUCATION FUND GRANT - 2014 AREA SUMMER CONFERENCE
(3) ARKANSAS ELECTRIC COOPERATIVES INC
PO BOX 194208
LITTLE ROCK,AR72219 		71-0219756 501 (C)(12) 12,800       EDUCATION FUND GRANT - ORIENTATION TO CO-OP PRINCIPALS & LEADERSHIP
(4) GRAND CANYON STATE ELECTRIC COOPERATIVE ASSOCIATION
120 NORTH 44TH STREET
PHOENIX,AZ85034 		86-6056759 501 (C)(6) 12,400       EDUCATION FUND GRANT - AZ/CA WASHINGTON YOUTH TOUR
(5) GOLDEN STATE POWER COOPERATIVE
14619 HAMLIN STREET
VAN NUYS,CA91411 		68-0441905 501 (C)(6) 5,600       EDUCATION FUND GRANT - ENERGY COOPERATIVE DEVELOPMENT & EDUCATION
(6) WHEATLAND ELECTRIC CO-OP
POBOX 230
SCOTT CITY,KS67861 		48-0532188 501 (C)(12) 12,821       INTEGRITY FUND GRANT - TERRITORY THREAT
(7) FLORIDA ELECTRIC COOPERATIVES ASSOCIATION INC
2916 APALACHEE PARKWAY
TALLAHASSEE,FL32301 		59-0633990 501 (C)(6) 19,449       INTEGRITY FUND GRANT - TERRITORY THREAT
(8) GEORGIA ELECTRIC MEMBERSHIP CORPORATION
PO BOX 1707
TUCKER,GA300851707 		58-0530279 501 (C)(6) 25,400       EDUCATION FUND GRANT - ELECTRIC COOPERATIVES OF GEORGIA EXHIBIT AT THE 2013 SUNBELT AGRICULTURAL EXPOSITION
(9) KAUAI ISLAND UTILITY CO-OP
4463 PAHEE STREET
LIHUE,HI96766 		99-0346113 501(C)(12) 4,400       EDUCATION FUND GRANT - KIUC ZAPS ENERGY CLASSROOM
(10) ASSOCIATION OF ILLINOIS ELECTRIC COOPERATIVES
PO BOX 3787
SPINGFIELD,IL62708 		37-0159736 502 (C)(6) 20,800       EDUCATION FUND GRANT- TOUCHSTONE ENERGY SERVICE EXCELLELNCE WORKSHOP
(11) CHOCTAWHATCHEE ELECTRIC CO-OP (CHELCO)
1350 WBALDWIN AVE
DE FUNIAK SPRINGS,FL324350512 		59-0192831 501 (C)(12) 37,082       INTEGRITY FUND GRANT - TERRITORIAL DISPUTE
(12) INDIANA STATEWIDE ASSOCIATION OF RURAL ELECTRIC COOPERATIVES INC
PO BOX 24517
INDIANAPOLIS,IN46224 		35-1499808 501 (C)(6) 26,200       EDUCATION FUND GRANT - EMPLOYEE TRAINING, BOARD DEVELOPMENT AND MEMBER EDUCATION
(13) KANSAS ELECTRIC COOPERATIVES INC
PO BOX 4267
TOPEKA,KS666044267 		48-0541902 501 (C)(12) 19,200       EDUCATION FUND GRANT - "BACK TO BASICS" PROGRAM
(14) KENTUCKY ASSOCATION OF ELECTRIC COOPERATIVES
PO BOX 32170
LOUISVILLE,KY40232 		61-0420165 501(C)(6) 15,200       EDUCATION FUND GRANT - KALP (INCORP. COOPERATIVE EDUCATION INTO THE KY AG LEADERSHIP PROGRAM)
(15) THE ASSOCIATION OF LOUISIANA ELECTRIC COOPERATIVES INC
10725 AIRLINE HIGHWAY
BATON ROUGE,LA708164299 		72-0400467 501 (C)(6) 9,200       EDUCATION FUND GRANT - LOUISIANA ELECTRIC COOPERATIVES YOUTH TOUR
(16) MICHIGAN ELECTRIC COOPERATIVE ASSOCIATION
2859 W JOLLY ROAD
OKEMOS,MI488641182 		38-2214287 501 (C)(6) 9,600       EDUCATION FUND GRANT - RURAL ELECTRIC YOUTH TOUR TO WASHGTON, D.C.
(17) MINNESOTA RURAL ELECTRIC ASSOCIATION
11640 - 73RD AVENUE NORTH
MAPLE GROVE,MN55369 		41-0417193 501 (C)(6) 24,600       EDUCATION FUND GRANT - 2013 NRECA BOARD LEADERSHIP COURSES
(18) ASSOCIATION OF MISSOURI ELECTRIC COOPERATIVES
PO BOX 1645
JEFFERSON CITY,MO65102 		43-0631824 501 (C)(6) 29,000       EDUCATION FUND GRANT - MO COOP. YOUTH CONFERENCE & LEADERSHIP EXPERIENCE & YOUTH TOUR
(19) ELECTRIC POWER ASSOCIATIONS OF MISSISSIPPI
PO BOX 3300
RIDGELAND,MS391583300 		64-0200697 501 (C)(6) 16,200       EDUCATION FUND GRANT - ELECTRIC COOPERATIVE YOUTH TOUR
(20) MONTANA ELECTRIC COOPERATIVES' ASSOCIATION
PO BOX 1306
GREAT FALLS,MT59403 		81-0229220 501 (C)(6) 16,200       EDUCATION FUND GRANT - THE TODAY'S MEMBERS PROGRAM
(21) DIVERSE POWER INC AN ELECTRIC MEMBERSHIP CORP
1400 SOUTH DAVIS ROAD
LAGRANGE,GA302416112 		58-0465897 501 (C)(12) 5,226       INTEGRITY FUND GRANT - TERRITORY THREAT
(22) NORTH CAROLINA ASSOCIATION OF ELECTRIC COOPERATIVES INC
PO BOX 27306
RALEIGH,NC27611 		56-1189186 501 (C)(6) 16,000       EDUCATION FUND GRANT - BRIGHT IDEAS EDUCATION GRANT PROGRAM
(23) SOUTHERN RIVERS ENERGYINC
1367 HIGHWAY 341 SOUTH
BARNESVILLE,GA30204 		58-0319365 501 (C)(12) 48,228       INTEGRITY FUND GRANT - FACILITY TAKEOVER BY CITY OF BARNES
(24) NEBRASKA RURAL ELECTRIC ASSOCIATION
PO BOX 82048
LINCOLN,NE68501 		47-0394033 501 (C)(6) 18,200       EDUCATION FUND GRANT - NEBRASKA RURAL ELECT. WASHINGTON YOUTH TOUR
(25) NEW MEXICO RURAL ELECTRIC COOPERATIVE ASSOCIATION INC
614 DON GASPAR AVENUE
SANTA FE,NM87501 		85-0155370 501 (C)(6) 10,400       EDUCATION FUND GRANT - NRECA CREDENTIALED COOPERATIVE DIRECTOR COURSES
(26) NEVADA RURAL ELECTRIC ASSOCIATION
PO BOX 365
WELLS,NV89835 		88-0237046 501 (C)(6) 8,800       EDUCATION FUND GRANT - STATEWIDE SMART ENERGY PROGRAM
(27) NEW YORK STATE RURAL ELECTRIC COOPERATIVE ASSOCIATION INC
9 WILSON AVENUE
HARTWICK,NY14810 		16-1264464 501 (C)(6) 5,600       EDUCATION FUND GRANT - STUDENT PARTICIPATION - NRECA LEG. CONFERENCE
(28) NORTHEAST ASSOCIATION OF ELECTRIC COOPERATIVES INC
9 WILSON AVENUE
BATH,NY148101633 		22-2153529 501 (C)(12) 15,400       EDUCATION FUND GRANT - CONTINUING EDUCATION-DIRECTORS AND EMPLOYEES
(29) OHIO RURAL ELECTRIC COOPERATIVES
PO BOX 26036
COLUMBUS,OH432260036 		51-0174617 501 (C)(6) 21,400       EDUCATION FUND GRANT - TRUSTEES' NRECA COURSES; REVISE & PRINT "THE COOPERATIVE DIFFERENCE" AND NEW EMPLOYEE PROGRAM
(30) OKLAHOMA ASSOCIATION OF ELECTRIC COOPERATIVES INCORPORATED
PO BOX 54309
OKLAHOMA CITY,OK731541309 		73-0556236 501 (C)(6) 18,400       EDUCATION FUND GRANT - CRISIS COMMUNICATIONS PLAN WORKSHOPS
(31) OREGON RURAL ELECTRIC COOPERATIVE ASSOCIATION
1750 LIBERTY ST SE
SALEM,OR97302 		93-0593238 501 (C)(6) 17,600       EDUCATION FUND GRANT - LEGISLATOR OUTREACH PROGRAM
(32) PENNSYLVANIA RURAL ELECTRIC ASSOCIATION
PO BOX 1266
HARRISBURG,PA171081266 		23-6291530 501 (C)(6) 19,200       EDUCATION FUND GRANT - PREA COMMUNICATIONS WORKSHOP
(33) THE ELECTRIC COOPERATIVES OF SOUTH CAROLINA INC
808 KNOX ABBOTT DRIVE
CAYCE,SC29033 		57-0308664 501 (C)(6) 14,000       EDUCATION FUND GRANT - NRECA TRAINING COURSES
(34) SOUTH DAKOTA RURAL ELECTRIC ASSOCIATION INC
PO BOX 1138
PIERRE,SD57501 		46-0231254 501 (C)(12) 15,600       EDUCATION FUND GRANT - YOUTH EXCURSION
(35) JO-CARROLL ENERGY INC
79793 W US HIGHWAY 20
ELIZABETH,IL610280390 		36-1284865 501 (C)(12) 58,090       INTEGRITY FUND GRANT - TERRITORY THREAT
(36) TENNESSEE ELECTRIC COOPERATIVE ASSOCIATION
PO BOX 100912
NASHVILLE,TN37224 		62-0461379 501 (C)(6) 13,200       EDUCATION FUND GRANT - YOUTH LEADERSHIP SUMMIT
(37) TEXAS ELECTRIC COOPERATIVES INC
1122 COLORADO ST STE 2400
AUSTIN,TX787012167 		74-1007829 501 (C)(6) 42,800       EDUCATION FUND GRANT - EDUCATION AND TRAINING
(38) UTAH RURAL ELECTRIC ASSOCIATION
10714 SOUTH JORDAN GATEWAY
SOUTH JORDAN,UT84095 		87-0402010 501 (C)(6) 9,000       EDUCATION FUND GRANT - UREA YOUTH LEADERSHIP CHALLENGE
(39) KENTUCKY ASSOCATION OF ELECTRIC COOPERATIVES
4515 BISHOP LANE
LOUISVILLE,KY40218 		61-0420165   14,697       INTEGRITY FUND GRANT - REGULATORY THREAT
(40) WASHINGTON RURAL ELECTRIC COOPERATIVE ASSOCIATION
PO BOX 7219
OLYMPIA,WA985077219 		91-1236389 501 (C)(6) 12,600       EDUCATION FUND GRANT - WRECA ANNUAL MEETING
(41) COOPERATIVE NETWORK ELECTRIC DIVISION
1 SOUTH PINCKNEY STREET
MADISON,WI537032869 		39-1128018 501(C)(6) 20,200       EDUCATION FUND GRANT - 2014 WECA YOUTH LEADERSHIP CONGRESS
(42) WYOMING RURAL ELECTRIC ASSOCIATION
2312 CAREY AVENUE
CHEYENNE,WY820013627 		83-0207211 501 (C)(12) 9,600       EDUCATION FUND GRANT - SPONSOR YOUTH TOUR & AG IN THE CLASSROOM
(43) KAY ELECTRIC COOPERATIVE
300 WEST DOOLIN
BLACKWELL,OK74631 		73-0308955 501 (C)(12) 141,981       INTEGRITY FUND GRANT - TERRITORY THREAT
(44) COLUMBIA BASIN ELECTRIC COOPERATIVE
171 LINDEN WAY
HEPPNER,OR97836 		93-0337164 501 (C)(12) 31,680       INTEGRITY FUND GRANT - TERRITORY THREAT
(45) AMICALOLA ELECTRIC MEMBERSHIP CORPORATION
544 HIGHWAY 515 SOUTH
JASPER,GA30143 		58-0140201 501 (C)(6) 16,642       INTEGRITY FUND GRANT - TERRITORY THREAT
(46) CHARLES MIX ELECTRIC ASSOCIATION
440 LAKE STREET
LAKE ANDES,SD57356 		46-0212103 501 (C)(12) 3,267       INTEGRITY FUND GRANT - TERRITORY THREAT
(47) NORTHERN RIO ARRIBA ELECTRIC COOPERATIVE
PO BOX 217
CHAMA,NM87520 		85-0098999 501 (C)(6) 83,056       INTEGRITY FUND GRANT - TERRITORY THREAT
(48) HIGH WEST ENERGY
6270 COUNTRY ROAD
PINE BLUFFS,WY82082 		83-0143525 501 (C)(12) 110,000       INTEGRITY FUND GRANT - TERRITORY THREAT
(49) NRECA
4301 WILSON BLVD FIN8-110
ARLINGTON,VA22203 		53-0116145 501 (C)(6) 129,824       EDUCATION FUND GRANT - CO-OP.COM
(50) GARKANE ENERGY CO-OP INC
POBOX 465
LOA,UT84747 		87-0133588 501 (C)(12) 137,644       INTEGRITY FUND GRANT - REGULATORY PURPOSES
2
Enter total number of section 501(c)(3) and government organizations listed in the line 1 table ................ Bullet Image
0
3
Enter total number of other organizations listed in the line 1 table ........................ . Bullet Image
50
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50055P
Schedule I (Form 990) 2013

Schedule I (Form 990) 2013
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.
Part III can be duplicated 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. Provide the information required in Part I, line 2, Part III, column (b), and any other additional information.
Return Reference Explanation
PART I, LINE 2: INTEGRITY FUND IN ORDER TO BE CONSIDERED FOR A GRANT FROM THE INTEGRITY FUND, A RURAL ELECTRIC SYSTEM MUST ESTABLISH THAT THERE IS AT LEAST ONE OF THE FOLLOWING THREE THREATS TO THE INTEGRITY OF ITS SYSTEM: (I) ALL, OR A SIGNIFICANT PORTION, OF ITS GEOGRAPHICALLY DEFINED TERRITORY OR SPECIFICALLY IDENTIFIED PRESENT OR ANTICIPATED CONSUMERS AND/OR ELECTRIC FACILITIES FACE A THREAT OF ACQUISITION BY A COMPETING ENTITY, (II) THE COOPERATIVE FACES A THREAT OF ITS RIGHT TO OFFER NON-ELECTRIC ENERGY SERVICES TO CONSUMERS, OR (III) THE COOPERATIVE IS FACING REGULATORY, JUDICIAL OR LEGISLATIVE CHALLENGES THAT HAVE THE POTENTIAL TO MATERIALLY AFFECT THE SYSTEM INTEGRITY OF OTHER COOPERATIVES IN A STATE, REGION OR NATION. EDUCATION FUND EACH STATEWIDE ASSOCIATION AND ELIGIBLE REGIONAL ASSOCIATIONS WILL SUBMIT 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 ITS GENERAL MANAGER. CFC USES THAT LIST AS WELL AS ITS OWN MEMBERSHIP LIST TO CALCULATE HOW MUCH EACH ASSOCIATION IS ALLOTTED DURING THE FISCAL YEAR. OUR FORMULA IS BASED UPON THE NUMBER OF SYSTEMS WITHIN AN ASSOCIATION, THE TOTAL NUMBER OF CO-OPS WHICH ARE MEMBERS OF CFC AND OF THE ASSOCIATION, AND THE NUMBER OF CO-OPS THAT ARE 100% CFC BORROWERS. THE SENIOR VICE PRESIDENT OF CFC'S CORPORATE RELATIONS GROUP APPROVES THE APPLICATIONS MADE BY THE ASSOCIATIONS.
Schedule I (Form 990) 2013


Additional Data


Software ID:  
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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, line 23.
SchJMediumBullet Attach to Form 990. SchJMediumBullet See separate instructions.
SchJMediumBullet Information about Schedule J (Form 990) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
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
No
1a
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.
b
If any of the boxes in line 1a are checked, did the organization follow a written policy regarding payment or reimbursement or provision of all of the expenses described above? If "No," complete Part III to explain....
1b
 
No
2
Did the organization require substantiation prior to reimbursing or allowing expenses incurred by all
directors, trustees, officers, including the CEO/Executive Director, regarding the items checked in line 1a? ..
2
 
No
3
Indicate which, if any, of the following the filing organization used to establish the compensation of the
organization's CEO/Executive Director. Check all that apply. Do not check any boxes for methods
used by a related organization to establish compensation of the CEO/Executive Director, but explain in Part III.
4
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:
a
Receive a severance payment or change-of-control payment? ................
4a
Yes
 
b
Participate in, or receive payment from, a supplemental nonqualified retirement plan? .........
4b
Yes
 
c
Participate in, or receive payment from, an equity-based compensation arrangement? .........
4c
 
No
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.
5
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:
a
The organization? ...........................
5a
 
No
b
Any related organization? .........................
5b
 
No
If "Yes," to line 5a or 5b, describe in Part III.
6
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:
a
The organization? ...........................
6a
 
No
b
Any related organization? .........................
6b
 
No
If "Yes," to line 6a or 6b, describe in Part III.
7
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 ............
7
Yes
 
8
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 Regulations section 53.4958-4(a)(3)? If "Yes," describe
in Part III .............................
8
 
No
9
If "Yes" to line 8, did the organization also follow the rebuttable presumption procedure described in Regulations section 53.4958-6(c)? .........................
9
 
 
For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50053T
Schedule J (Form 990) 2013

Schedule J (Form 990) 2013
Page 2
Part II
Officers, Directors, Trustees, Key Employees, and Highest Compensated Employees. Use duplicate copies if additional space is 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) for each listed individual must equal the total amount of Form 990, Part VII, Section A, line 1a, applicable column (D) and (E) amounts for that individual.
(A) Name and Title (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 as deferred
in prior Form 990
(i) Base compensation (ii) Bonus & incentive compensation (iii) Other reportable compensation
(1)SHELDON C PETERSENGOVERNOR AND CEO (i)
(ii)		 1,208,581
0 		231,494
0 		78,104
0 		234,730
0 		23,680
0 		1,776,589
0 		0
0
(2)RICHARD E LAROCHELLESVP,CORPORATE RELATIONS UNTIL 12/31/ (i)
(ii)		 717,895
0 		133,132
0 		45,868
0 		112,828
0 		15,580
0 		1,025,303
0 		0
0
(3)JOHN T EVANSEVP AND COO (i)
(ii)		 472,058
0 		145,546
0 		47,621
0 		99,106
0 		26,688
0 		791,019
0 		0
0
(4)JOHN J LISTSVP & CHIEF LENDING OFFICER (i)
(ii)		 413,196
0 		126,622
0 		52,250
0 		120,199
0 		26,596
0 		738,863
0 		0
0
(5)STEVEN L LILLYSVP & SPECIAL ASSET MANAGEMENT (i)
(ii)		 441,473
0 		124,122
0 		6,265
0 		139,501
0 		22,591
0 		733,952
0 		0
0
(6)LAWRENCE ZAWALICKUNTIL 41714SVP, AFFLIATE ORGANIZATIONS (i)
(ii)		 441,540
0 		100,780
0 		41,544
0 		166,275
0 		14,874
0 		765,013
0 		0
0
(7)JONATHON ANDREW DONSVP AND CFO (i)
(ii)		 353,680
0 		101,423
0 		25,100
0 		167,257
0 		26,859
0 		674,319
0 		0
0
(8)JOHN M BORAKSVP, CREDIT RISK MANAGEMENT (i)
(ii)		 210,402
0 		79,963
0 		47,232
0 		90,005
0 		23,259
0 		450,861
0 		0
0
(9)ROBERTA B ARONSONSVP AND GENERAL COUNSEL (i)
(ii)		 283,356
0 		70,446
0 		26,082
0 		144,978
0 		16,697
0 		541,559
0 		0
0
(10)LEIGH GRANTHAM UNTIL 412014SVP, STRATEGY AND BUSINESS DEVELOPME (i)
(ii)		 264,860
0 		28,522
0 		49,015
0 		78,005
0 		11,990
0 		432,392
0 		0
0
(11)STEVEN M KETTLERSVP, STRATEGIC BUSINESS DEVELOPMENT (i)
(ii)		 199,563
0 		58,160
0 		25,260
0 		85,359
0 		29,026
0 		397,368
0 		0
0
(12)JOEL ALLENSVP, MEMBER SERVICES (i)
(ii)		 204,358
0 		59,292
0 		18,306
0 		104,021
0 		29,541
0 		415,518
0 		0
0
(13)ROBIN C REEDSVP, MEMBER SERVICES (i)
(ii)		 204,486
0 		58,680
0 		24,120
0 		88,512
0 		13,384
0 		389,182
0 		0
0
(14)GRACEANN CLENDENENSVP,CORPORATE SERVICES (i)
(ii)		 187,084
0 		50,830
0 		25,183
0 		145,554
0 		28,925
0 		437,576
0 		0
0
(15)BRAD CAPTAINSVP, CORPORATE RELATIONS (i)
(ii)		 164,678
0 		44,790
0 		27,739
0 		134,363
0 		5,689
0 		377,259
0 		0
0
(16)JOHN F SUTERVP,CAPITAL MARKETS RESEARCH & ANALYS (i)
(ii)		 203,934
0 		56,760
0 		23,228
0 		117,722
0 		24,066
0 		425,710
0 		0
0
(17)BRUCE E MACNEILVP,CAPITAL MARKETS FUNDING (i)
(ii)		 162,954
0 		36,115
0 		4,530
0 		25,984
0 		24,887
0 		254,470
0 		0
0
(18)LAWRENCE SAUNDERSVP, PORTFOLIO MANAGEMENT (i)
(ii)		 216,442
0 		43,750
0 		62,863
0 		37,976
0 		23,860
0 		384,891
0 		0
0
(19)AMY S LUONGOVP, PORTFOLIO MANAGEMENT (i)
(ii)		 164,072
0 		40,062
0 		17,888
0 		39,671
0 		1,339
0 		263,032
0 		0
0
(20)KRISHNA MURTHYVP,ELECTRIC AND ENERGY INDUSTRY (i)
(ii)		 186,340
0 		63,683
0 		43,929
0 		76,596
0 		24,905
0 		395,453
0 		0
0
(21)MICHAEL H CARR UNTIL 10913VP & CIO (i)
(ii)		 197,833
0 		60,240
0 		55,117
0 		3,916
0 		14,909
0 		332,015
0 		0
0
(22)ROBERT E GEIER JRVP & CONTROLLER (i)
(ii)		 211,366
0 		54,692
0 		24,169
0 		169,767
0 		8,105
0 		468,099
0 		0
0
(23)ALLYN JAMATOVP & DEPUTY GENERAL COUNSEL (i)
(ii)		 204,031
0 		59,903
0 		25,131
0 		96,999
0 		14,399
0 		400,463
0 		0
0
(24)FRANK E VAUGHNASSISTANT GENERAL COUNSEL (i)
(ii)		 183,190
0 		49,754
0 		28,808
0 		64,729
0 		17,252
0 		343,733
0 		0
0
Schedule J (Form 990) 2013

Schedule J (Form 990) 2013
Page 3
Part III
Supplemental Information
Provide the information, explanation, or descriptions required for Part I, lines 1a, 1b, 3, 4a, 4b, 4c, 5a, 5b, 6a, 6b, 7, and 8, and for Part II.
Also complete this part for any additional information.
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 MAY RECEIVE AN ANNUAL EXECUTIVE PHYSICAL PAID FOR BY CFC. ONE OFFICER AND ONE KEY EMPLOYEE LISTED IN PART VII, SECTION A RECEIVED A GROSS UP PAYMENT REPRESENTING A TEMPORARY HOUSING ALLOWANCE AND TAXABLE RELOCATION REIMBURSEMENT FOR PERSONAL USE DUE TO A RELOCATION TO HEADQUARTERS. THESE PAYMENTS WERE TREATED AS TAXABLE COMPENSATION. BECAUSE THE CEO IS FREQUENTLY REQUIRED TO TRAVEL TO MEMBER SITES IN RURAL PARTS OF THE COUNTRY, THE BOARD OF DIRECTORS HAS AUTHORIZED HIM TO OCCASIONALLY UTILIZE A PRIVATE PLANE SERVICE TO FACILITATE HIS EXTENSIVE BUSINESS TRAVEL. THIS SERVICE HAS BEEN USED INFREQUENTLY AND IS SOLELY FOR BUSINESS PURPOSES. DURING FY14, HE USED THIS SERVICE FOR ONE LEG OF HIS TRAVEL ON FIVE OCCASIONS.
PART I, LINE 1B THESE PAYMENTS WERE TREATED AS TAXABLE COMPENSATION. TO PROVIDE THE ANNUAL AUTOMOBILE AND SPOUSAL AIR TRAVEL PERQUISITES IN AN EFFICIENT FASHION, THE BOARD AUTHORIZES AN ANNUAL ALLOWANCE RATHER THAN PROVIDING UNLIMITED REIMBURSEMENT OR USE OF A COMPANY-OWNED VEHICLE. THE AMOUNT OF EACH ALLOWANCE IS AUTHORIZED ANNUALLY BY THE BOARD AND IS DETERMINED BASED ON THE ESTIMATED COST FOR OPERATION AND MAINTENANCE OF AN AUTOMOBILE AND THE ANTICIPATED COST OF AIR TRAVEL BY THE CEO'S SPOUSE. THESE PAYMENTS WERE TREATED AS TAXABLE COMPENSATION. CFC DOES NOT HAVE A FORMAL POLICY REGARDING PAYMENTS OR REIMBURSMENT OF THESE EXPENSES. EACH PAYMENT FOR THE GROSS-UP, TAXABLE HOUSING AND RELOCATION ALLOWANCE WAS MADE IN ACCORDANCE WITH A WRITTEN RELOCATION AGREEMENT.
PART I, LINES 4A-B PART I, LINE 4A A LUMP SUM SEVERANCE PAYMENT OF $35,215.64 WAS PAID AT THE TIME OF TERMINATION TO MR.CARR. PART I, LINE 4B CFC OFFERS A PENSION RESTORATION PLAN WHICH IS A COMPONENT OF THE RETIREMENT SECURITY PLAN TO EXECUTIVE 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, SEVEN OF THE EXECUTIVE OFFICERS HAVE SATISFIED THE PROVISIONS ESTABLISHED TO RECEIVE THE BENEFIT FROM THIS PLAN. SINCE THESE OFFICERS NO LONGER HAVE A RISK OF FORFEITURE OF THE BENEFITS UNDER THE PENSION RESTORATION PLAN, DISTRIBUTIONS ARE MADE FROM THE PLAN TO EACH EXECUTIVE OFFICER ANNUALLY. FOR 2013 THE FOLLOWING DISTRIBUTIONS WERE MADE: JOHN BORAK $ 9 JOHN EVANS $ 53,636 RICHARD LAROCHELLE $ 255,761 STEVEN LILLY $ 42,310 JOHN LIST $ 59,278 SHELDON PETERSEN $444,684 LAWRENCE ZAWALICK $ 164,710
PART I, LINE 7 WE PROVIDED ONE-TIME CASH PAYMENTS TO EACH OF THE EXECUTIVE OFFICERS AS PART OF OUR SHORT-TERM AND LONG-TERM INCENTIVE PROGRAMS. CFC'S SHORT-TERM CASH INCENTIVE PROGRAM IS A ONE-YEAR CASH INCENTIVE THAT IS TIED TO THE ANNUAL PERFORMANCE OF THE ORGANIZATION AS A WHOLE. WE BELIEVE THAT BY PAYING A SHORT-TERM INCENTIVE TIED TO THE ACHIEVEMENT OF ANNUAL OPERATING GOALS, ALL EMPLOYEES, INCLUDING EXECUTIVE OFFICERS, WILL FOCUS THEIR EFFORTS ON THE MOST IMPORTANT STRATEGIC OBJECTIVES WHICH HELP US TO FULFILL OUR MISSION TO OUR MEMBERS AND OUR OBLIGATIONS TO THE FINANCIAL MARKETS. THE SHORT-TERM INCENTIVE PROGRAM PROVIDES ANNUAL CASH INCENTIVE OPPORTUNITIES BASED UPON THE LEVEL OF THE POSITION WITHIN OUR BASE PAY STRUCTURE, RANGING FROM 15 PERCENT - 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) 2013

Additional Data


Software ID:  
Software Version:  
Schedule L
(Form 990 or 990-EZ)
Department of the Treasury
Internal Revenue Service
Transactions with Interested Persons
MediumBullet 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, line 38a or 40b.
MediumBullet Attach to Form 990 or Form 990-EZ. MediumBullet See separate instructions.
MediumBulletInformation about Schedule L (Form 990 or 990-EZ) and its instructions is at www.irs.gov/form990.
OMB No. 1545-0047
2013
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) Relationship between disqualified person and organization (c) Description of transaction (d) Corrected?
Yes No





2
Enter the amount of tax incurred by organization managers or disqualified persons during the year under section 4958. ........................... Bullet Image$
 
3
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-EZ, Part V, line 38a, or Form 990, Part IV, line 26; or if the organization reported an amount on Form 990, Part X, line 5, 6, or 22
(a) Name of interested person (b) Relationship with organization (c) Purpose of loan (d) Loan to or from the organization? (e)Original principal amount (f)Balance due (g) In default? (h) Approved by board or committee? (i)Written agreement?
To From Yes No Yes No Yes No
Total ......Small Bullet $  
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 assistance (d) Type of assistance (e) Purpose of assistance
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.
Cat. No. 50056A
Schedule L (Form 990 or 990-EZ) 2013
Schedule L (Form 990 or 990-EZ) 2013
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?
Yes No
(1) ARKANSAS ELECTRIC COOPERATIVE CORPORATION
  		MEMBER/BORROWER W/ CFC'S BOARD MEMBER 1,762,280,984 INTEREST AND PRINCIPAL PAID ON INVESTMENTS/ CERTIFICATES   No
(2) ARKANSAS ELECTRIC COOPERATIVE CORPORATION
  		MEMBER/BORROWER W/ CFC'S BOARD MEMBER 172,313 SYNDICATION FEES COLLECTED   No
(3) TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION
  		MEMBER/BORROWER W/ CFC'S BOARD MEMBER 27,883,638 INTEREST AND PRINCIPAL COLLECTED ON LOANS FROM BORROWER   No
(4) TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION
  		MEMBER/BORROWER W/ CFC'S BOARD MEMBER 267,523,198 INTEREST AND PRINCIPAL PAID ON INVESTMENTS/ CERTIFICATES   No
(5) TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION
  		MEMBER/BORROWER W/ CFC'S BOARD MEMBER 400,099 PATRONAGE ALLOCATION RETIRED   No
(6) TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION
  		MEMBER/BORROWER W/ CFC'S BOARD MEMBER 666,435 SYNDACATION FEES COLLECTED   No
(7)  
  		        No
(8) TRI-STATE GENERATION AND TRANSMISSION ASSOCIATION
  		MEMBER/BORROWER W/ CFC'S BOARD MEMBER 323,705,587 AMOUNTS INVESTED IN CFC DEBT PRODUCTS   No
(9) ARKANSAS ELECTRIC COOPERATIVE CORPORATION
  		MEMBER/BORROWER W/ CFC'S BOARD MEMBER 1,815,500,000 AMOUNTS INVESTED IN CFC DEBT PRODUCTS   No
Part V
Supplemental Information
Provide additional information for responses to questions on Schedule L (see instructions).
Return Reference Explanation
Schedule L (Form 990 or 990-EZ) 2013

Additional Data


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Software Version:  




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.
MediumBullet Information about Schedule O (Form 990 or 990-EZ) and its instructions is at
www.irs.gov/form990.
OMB No. 1545-0047
2013
Open to Public
Inspection
Name of the organization
NATIONAL RURAL UTILITIES COOPERATIVE
FINANCE CORPORATION
Employer identification number

52-0891669
Return Reference Explanation
FORM 990, PART VI, SECTION A, LINE 6 NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION IS A NON-STOCK, MEMBERSHIP ORGANIZATION. AS OF MAY 31, 2014, THERE WERE 1,023 MEMBERS AND ASSOCIATES. MEMBERSHIP INCLUDED: CLASS A. THERE WERE 838 CLASS A MEMBERS - COOPERATIVE OR NONPROFIT CORPORATIONS, PUBLIC CORPORATIONS, UTILITY DISTRICTS, AND OTHER PUBLIC BODIES, WHICH HAVE RECEIVED OR ARE ELIGIBLE TO RECEIVE A LOAN OR COMMITMENT FOR A LOAN FROM THE RURAL UTILITIES SERVICE OR ANY SUCCESSOR AGENCY, AND WHICH ARE ENGAGED OR PLANNING TO ENGAGE IN THE FURNISHING OF UTILITY SERVICES TO THEIR MEMBERS AND PATRONS FOR THEIR USE AS ULTIMATE CONSUMERS. CLASS B. THERE WERE 71 CLASS B MEMBERS - COOPERATIVE OR NONPROFIT CORPORATIONS WHICH ARE FEDERATIONS OF CLASS A MEMBERS OR OF OTHER CLASS B MEMBERS, OR BOTH, OR WHICH ARE OWNED AND CONTROLLED BY CLASS A MEMBERS OR BY OTHER CLASS B MEMBERS, OR BOTH, AND WHICH ARE ENGAGED OR PLANNING TO ENGAGE IN THE FURNISHING OF UTILITY SERVICES PRIMARILY TO CLASS A MEMBERS OR OTHER CLASS B MEMBERS. CLASS C. THERE WERE 64 CLASS C MEMBERS - STATEWIDE AND REGIONAL ASSOCIATIONS WHICH ARE WHOLLY-OWNED OR CONTROLLED BY CLASS A MEMBERS OR CLASS B MEMBERS, OR BOTH, OR WHICH ARE WHOLLY-OWNED SUBSIDIARIES OF A CFC MEMBER, AND WHICH DO NOT FURNISH UTILITY SERVICES BUT WHICH SUPPLY OTHER FORMS OF SERVICE TO THEIR MEMBERS. CLASS D THERE WAS 1 CLASS D MEMBER. CLASS D MEMBERS ARE NATIONAL ASSOCIATIONS OF COOPERATIVES COMPRISED OF CLASS A, CLASS B AND CLASS C MEMBERS. IN ORDER TO BE ELIGIBLE FOR MEMBERSHIP TO CFC, A NATIONAL ASSOCIATION MUST HAVE, AT THE TIME OF ADMISSION TO CFC, MEMBER COOPERATIVES DOMICILED IN AT LEAST 80% OF THE STATES OF THE UNITED STATES. IN ADDITION TO MEMBERS, ASSOCIATES (NUMBERING 49) ARE NOT-FOR-PROFIT ENTITIES ORGANIZED ON A COOPERATIVE BASIS WHICH ARE OWNED, CONTROLLED OR OPERATED BY CLASS A, B OR C MEMBERS AND WHICH PROVIDE NON-ELECTRIC SERVICES PRIMARILY FOR THE BENEFIT OF CONSUMERS. ASSOCIATES ARE NOT ENTITLED TO VOTE AT ANY MEETING OF THE MEMBERS AND ARE NOT ELIGIBLE TO BE REPRESENTED ON OUR BOARD OF DIRECTORS.
FORM 990, PART VI, SECTION A, LINE 7A CFC'S MEMBERS ARE DIVIDED INTO ELEVEN DISTRICTS. EACH DISTRICT APPOINTS TWO DIRECTORS. FOR DISTRICTS 1 THROUGH 10, THE TWO DIRECTORS MUST INCLUDE ONE WHO IS A TRUSTEE OR DIRECTOR OF A MEMBER ORGANIZED WITHIN THE DISTRICT, AND ONE WHO IS MANAGER OF A MEMBER ORGANIZATION WITHIN THE DISTRICT; PROVIDED THAT, EXCEPT FOR DISTRICT 11 AND IN THE CASE WHERE ONLY ONE STATE IS LOCATED IN A DISTRICT, NO TWO DIRECTORS CAN REPRESENT MEMBERS WITH THEIR HEADQUARTERS IN THE SAME STATE. EACH DIRECTOR SERVES FOR A TERM OF THREE YEARS. UPON EXPIRATION OF THE TERM OF A DIRECTOR, MEMBERS FROM THAT DISTRICT ELECT A DIRECTOR MEETING THE QUALIFICATIONS OUTLINED ABOVE TO REPRESENT THEM ON CFC'S BOARD. A DIRECTOR MAY NOT BE ELECTED TO SERVE MORE THAN TWO CONSECUTIVE THREE YEAR TERMS ON THE CFC BOARD. IF THE BOARD OF DIRECTORS IN ITS DISCRETION SO DETERMINES, THEN THERE MAY BE ONE ADDITIONAL DIRECTOR ELECTED BY THE MEMBERS TO SERVE ON THE BOARD OF DIRECTORS FROM TIME TO TIME WHO MEETS THE QUALIFICATIONS AS MAY BE REQUIRED BY THE SECURITIES AND EXCHANGE COMMISSION, GOVERNMENTAL AGENCY OR AUTHORITY, OR NATIONAL STOCK EXCHANGE TO SERVE AS AN AUDIT COMMITTEE FINANCIAL EXPERT.
FORM 990, PART VI, SECTION B, LINE 11 THE BOARD OF DIRECTORS OF CFC REVIEWED THE 2013 FORM 990 FOR FISCAL YEAR ENDED MAY 31, 2014 AT A REGULARLY SCHEDULED BOARD MEETING PRIOR TO FILING THE FORM 990 WITH THE INTERNAL REVENUE SERVICE. A DRAFT OF THE FORM 990 WAS PREPARED BY CFC STAFF, REVIEWED BY INTERNAL COUNSEL AND SENIOR MANAGEMENT, REVIEWED BY EXTERNAL TAX ADVISORS, KPMG LLP, AND PRESENTED TO THE BOARD FOR REVIEW. A DETAILED PRESENTATION ABOUT THE FORM 990 WAS MADE BY CFC STAFF TO THE BOARD AT A REGULARLY SCHEDULED BOARD MEETING.
FORM 990, PART VI, SECTION B, LINE 12C CONFLICTS OF INTERESTS ARE ADDRESSED BY CFC THROUGH ITS RELATED PERSON TRANSACTIONS AND RELATED CREDITS POLICY (THE "POLICY"). CFC ESTABLISHED THE POLICY IN MAY 2007, AS AMENDED FROM TIME TO TIME, TO FACILITATE DISCLOSURE WITH RESPECT TO TRANSACTIONS IN WHICH ITS EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES AND THEIR IMMEDIATE FAMILY MEMBERS ("RELATED PERSON") HAVE A SUBSTANTIAL INTEREST. A RELATED PERSONS TRANSACTION IS DEFINED AS ANY TRANSACTION IN WHICH (I) CFC WAS, IS, OR PROPOSES TO BE A PARTICIPANT, (II) THE AMOUNT INVOLVED EXCEEDS $120,000 AND (III) A RELATED PERSON HAS OR WILL HAVE A DIRECT OR INDIRECT MATERIAL INTEREST IN THE TRANSACTION IN QUESTION. THE POLICY APPLIES TO ALL EXECUTIVE OFFICERS, DIRECTORS AND KEY EMPLOYEES OF CFC ("COVERED EMPLOYEES") AND REQUIRES SIMILAR DISCLOSURE TO THAT REQUIRED BY ITEM 404 OF REGULATION S-K OF THE SECURITIES ACT OF 1933, AS AMENDED. ON A QUARTERLY BASIS, EACH COVERED EMPLOYEE IS REQUIRED TO REVIEW THE POLICY AND COMPLETE A RELATED PERSON DISCLOSURE IF HE OR SHE OR AN IMMEDIATE FAMILY MEMBER IS INVOLVED IN A TRANSACTION WITH CFC. OUTSIDE OF REGULARLY SCHEDULED BOARD MEETINGS, 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, AND ANY OTHER MATERIAL FACTS AND CIRCUMSTANCES, AS WELL AS AN UPDATE WITH RESPECT TO THE TIMING AND STATUS OF THE TRANSACTION. UPON RECEIPT OF A RELATED PERSON DISCLOSURE NOTICE, CFC'S GENERAL COUNSEL IS RESPONSIBLE FOR THE REVIEW, APPROVAL AND RATIFICATION OF ANY RELATED PERSON TRANSACTION IF IT MEETS THE CRITERIA BELOW. THOSE RELATED PERSON TRANSACTIONS INVOLVING A SUBSTANTIAL INTEREST OF CFC'S GENERAL COUNSEL ARE REQUIRED TO BE REFERRED TO THE BOARD FOR REVIEW, APPROVAL AND RATIFICATION. IN REVIEWING A RELATED PERSON TRANSACTION, THE GENERAL COUNSEL, AND WHEN APPLICABLE, THE BOARD, MUST REASONABLY DETERMINE, BASED ON A REVIEW OF THE AVAILABLE INFORMATION, THAT THE TRANSACTION IS FAIR AND REASONABLE TO CFC AND CONSISTENT WITH THE BEST INTERESTS OF CFC. IN THE EVENT THE GENERAL COUNSEL BECOMES AWARE OF A RELATED PERSON TRANSACTION THAT HAS NOT BEEN APPROVED UNDER THE POLICY PRIOR TO CONSUMMATION, THE GENERAL COUNSEL SHALL NOTIFY THE BOARD OF DIRECTORS AND TAKE SUCH OTHER ACTIONS AS MAY BE NECESSARY TO SUSPEND THE CONSUMMATION OF THE TRANSACTION PENDING BOARD OF DIRECTORS' REVIEW. 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 OR RELATED ENTITIES THAT ARE MADE ON SUBSTANTIALLY THE SAME TERMS AND FOLLOW THE UNDERWRITING PROCEDURES THAT ARE NO LESS STRINGENT THAN THOSE PREVAILING AT THE TIME FOR COMPARABLE TRANSACTIONS GENERALLY OFFERED BY CFC. THE POLICY PROHIBITS CFC FROM EXTENDING CREDIT IN THE FORM OF A PERSONAL LOAN TO A COVERED EMPLOYEE. RELATED ENTITIES INCLUDE CFC'S MEMBER COOPERATIVES AS WELL AS ANY ENTITY FOR WHICH A RELATED PERSON (I) SERVES AS AN OFFICER, DIRECTOR, TRUSTEE, ALTERNATIVE DIRECTOR OR TRUSTEE OR EMPLOYEE (INCLUDING PART TIME EMPLOYEE), (II) CONTROLS THE ENTITY, OR (III) HAS A SUBSTANTIAL BENEFICIAL INTEREST IN THE ENTITY. THE BOARD HAS DELEGATED TO THE CEO, WITH AUTHORITY TO REDELEGATE TO SUCH OFFICER OF CFC AS THE CEO DEEMS APPROPRIATE, THE AUTHORITY TO APPROVE ALL RELATED CREDITS IN AN AMOUNT EQUAL TO OR LESS THAN $250,000 AND EMERGENCY AND CERTAIN OTHER LINES OF CREDIT. RELATED CREDITS IN EXCESS OF $250,000 MUST BE APPROVED BY THE BOARD. ALL RELATED PERSONS ARE REQUIRED TO ABSTAIN FROM PARTICIPATING, DIRECTLY OR INDIRECTLY, IN THE CREDIT APPROVAL PROCESS INVOLVING A RELATED CREDIT. ADDITIONALLY, ALL RELATED PERSONS ARE REQUIRED TO LEAVE THE BOARD MEETING OR DISCONNECT FROM THE CONFERENCE CALL WHILE THE RELATED CREDIT IS BEING CONSIDERED AND DISCUSSED AND RELATED PERSONS ARE NOT PROVIDED WITH ANY WRITTEN MATERIALS PERTAINING TO SUCH RELATED CREDIT.
FORM 990, PART VI, SECTION B, LINE 15A CFC'S COMPENSATION COMMITTEE (THE "COMMITTEE"),WHICH IS COMPRISED OF CFC EXECUTIVE COMMITTEE BOARD MEMBERS, DETERMINES AND APPROVES THE COMPENSATION OF CFC'S CEO. THE COMMITTEE ANNUALLY REVIEWS AND APPROVES APPROPRIATE CORPORATE GOALS AND OBJECTIVES RELATED TO THE CEO'S COMPENSATION AND EVALUATES PERFORMANCE IN LIGHT OF THOSE GOALS AND OBJECTIVES. THE CEO'S COMPENSATION IS COMPRISED OF BASE PAY, SHORT AND LONG TERM INCENTIVE COMPENSATION AND PERQUISITES. IN FISCAL YEAR 2014, THE INDEPENDENT CONSULTANT WAS ENGAGED BY THE COMMITTEE TO CONDUCT A COMPENSATION SURVEY AND PROVIDE COMPENSATION DATA FOR THE CEO POSITION USING PEER ORGANIZATIONS IDENTIFIED BY THE INDEPENDENT CONSULTANT THROUGH DISCUSSIONS WITH THE COMMITTEE. THE INDEPENDENT CONSULTANT INCLUDED COMPANIES IN THE COMPENSATION COMPARISON GROUP THAT WERE SIMILAR TO CFC IN ASSET SIZE, INDUSTRY AND BUSINESS DESCRIPTION. THE GROUP INCLUDED FINANCIAL INSTITUTIONS THAT ARE PRIVATE MARKET, COMMERCIAL AND/OR MISSION-DRIVEN LENDERS, OFFERING FULL SERVICE FINANCING, INVESTMENT AND RELATED SERVICES. THE COMPANIES TARGETED AS PEER COMPANIES INCLUDED TWO MEMBERS OF THE FARM CREDIT SYSTEM AND 12 REGIONAL BANKS OR FINANCIAL SERVICES COMPANIES. THESE COMPANIES WERE CHOSEN BECAUSE THEIR BUSINESSES ARE SIMILAR TO CFC'S. ALTHOUGH CFC IS NOT FOCUSED ON PROFITS LIKE THE INSTITUTIONS IN THE PEER GROUP, THE 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 FEBRUARY 2013 TOTAL ASSETS OF $21.5 BILLION, AND INCLUDED FIVE COMPANIES WITH GREATER TOTAL ASSETS THAN CFC'S. THE COMPARATOR GROUP CONSISTED OF THE FOLLOWING FINANCIAL SERVICES ORGANIZATIONS: NEW YORK COMMUNITY BANCORP, INC., ASTORIA FINANCIAL CORP., NELNET, INC., WEBSTER FINANCIAL CORP., FLAGSTAR BANCORP, PEOPLE'S UNITED FINANCIAL CORP., WASHINGTON FEDERAL INC., HUDSON CITY BANCORP INC., FIRST NIAGARA FINANCIAL GROUP, TFS FINANCIAL CORPORATION, EVERBANK FINANCIAL CORPORATION AND FEDERAL AGRICULTURAL MORTGAGE CORPORATION, AS WELL AS TWO FARM CREDIT SYSTEM PEERS. HUDSON CITY BANCORP INC.'S 2012 ASSETS ARE OUTSIDE OF THE NORMAL TARGETED ASSET RANGE, AND THEY HAVE AGREED TO A MERGER WITH M&T BANK CORP. THE INDEPENDENT CONSULTANT RECOMMENDED THAT THIS COMPANY REMAIN IN THE PEER GROUP FOR THIS YEAR AND WILL REEVALUATE THE PEER GROUP FOR NEXT YEAR'S ANALYSIS. THE INDEPENDENT CONSULTANT LED THE 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 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. 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 EXECUTIVE OFFICERS. THE BOARD OF DIRECTORS ESTABLISHES CORPORATE GOALS AND MEASURES THAT THEY BELIEVE ARE ACHIEVABLE ONLY IF EACH INDIVIDUAL PERFORMS WELL IN HIS OR HER ROLE AND CFC MEETS ITS INTERNAL BUSINESS PLAN GOALS. THE SHORT-TERM INCENTIVE PROGRAM PROVIDES ANNUAL CASH INCENTIVE OPPORTUNITIES BASED UPON THE LEVEL OF THE POSITION WITHIN CFC'S BASE PAY STRUCTURE, RANGING FROM 15% - 25% OF BASE PAY. THE CEO IS ELIGIBLE FOR AN ANNUAL INCENTIVE OPPORTUNITY AT 25% OF HIS BASE PAY. THE LONG-TERM INCENTIVE PROGRAM IS A THREE-YEAR PLAN THAT IS TIED TO CFC'S LONG-TERM STRATEGIC OBJECTIVES. THE MEASURE FOR ALL ACTIVE LONG-TERM INCENTIVE PLANS IS THE ACHIEVEMENT OF BOND RATING TARGETS FOR CFC'S SENIOR SECURED DEBT BY RATING AGENCIES: STANDARD & POOR'S CORPORATION AND MOODY'S INVESTORS SERVICE. ELIGIBLE PARTICIPANTS IN THE PLAN CYCLE WILL RECEIVE PERFORMANCE UNITS THAT ARE CALCULATED AT 15% - 25% OF BASE PAY, DIVIDED BY THE TARGET OBJECTIVE, CURRENTLY $100. THE CEO'S PERFORMANCE UNITS ARE CALCULATED AT 25% OF HIS BASE PAY DIVIDED BY THE TARGET OBJECTIVE. THE COMMITTEE ALSO CONSIDERS PERQUISITES FOR THE CEO IN CONNECTION WITH ITS ANNUAL REVIEW OF THE CEO'S TOTAL COMPENSATION PACKAGE DESCRIBED ABOVE. THE PERQUISITES PROVIDED TO CFC'S CEO ARE LIMITED TO AN ANNUAL AUTOMOBILE ALLOWANCE AS WELL AS AN ANNUAL SPOUSAL AIR TRAVEL ALLOWANCE. TO PROVIDE THESE PERQUISITES IN AN EFFICIENT FASHION, THE BOARD AUTHORIZES AN ANNUAL ALLOWANCE RATHER THAN PROVIDING UNLIMITED REIMBURSEMENT OR USE OF A COMPANY-OWNED VEHICLE. THE AMOUNT OF EACH ALLOWANCE IS AUTHORIZED ANNUALLY BY THE BOARD AND IS DETERMINED BASED ON THE ESTIMATED COST FOR OPERATION AND MAINTENANCE OF AN AUTOMOBILE AND THE ANTICIPATED COST OF AIR TRAVEL BY THE CEO'S SPOUSE. ADDITIONALLY, CFC'S CEO MAY RECEIVE AN ANNUAL EXECUTIVE PHYSICAL PAID FOR BY CFC. THE COMMITTEE DELEGATES THE POWER TO REVIEW AND APPROVE ALL EMPLOYEE COMPENSATION TO THE CEO, WHO EXERCISES HIS JUDGMENT TO SET THE ANNUAL BASE PAY FOR THE OTHER EXECUTIVE OFFICERS AND KEY EMPLOYEES, AS WELL AS EACH EMPLOYEE BASED ON GENERAL MARKET DATA, OVERALL PERFORMANCE AND LEADERSHIP ACCOMPLISHMENTS. IN DETERMINING THE BASE COMPENSATION PAID TO CFC'S EXECUTIVE OFFICERS AND KEY EMPLOYEES, THE CEO REVIEWED NATIONAL,CREDIBLE COMPENSATION SURVEYS FOR FINANCIAL SERVICES ORGANIZATIONS OF SIMILAR ASSET SIZE TO OBTAIN A GENERAL UNDERSTANDING OF CURRENT COMPENSATION PRACTICES AND TO ENSURE THAT THE BASE PAY COMPONENT IS COMPETITIVE, MEANING GENERALLY WITHIN THE 50TH PERCENTILE OF COMPARATIVE PAY FOR SIMILAR POSITIONS. THE CEO DID NOT REVIEW OR CONSIDER THE UNDERLYING ORGANIZATIONS COMPRISING THE SURVEY INFORMATION, BUT INSTEAD CONSIDERED ONLY THE AGGREGATE COMPENSATION DATA. EACH EXECUTIVE OFFICER AND KEY EMPLOYEE IS ELIGIBLE TO PARTICIPATE IN CFC'S SHORT TERM AND LONG TERM INCENTIVE PLANS AS DESCRIBED ABOVE WITH RESPECT TO CFC'S CEO. CFC DOES NOT PROVIDE SIGNIFICANT PERQUISITES OR PERSONAL BENEFITS TO ITS EXECUTIVE OFFICERS OR KEY EMPLOYEES.
FORM 990, PART VI, SECTION C, LINE 19 CFC'S ARTICLES OF INCORPORATION AND BYLAWS, AS AMENDED, AND ANNUAL AND PERIODIC FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC THROUGH THE SECURITIES AND EXCHANGE COMMISSION'S "SEC'S" WEBSITE. CFC'S ARTICLES OF INCORPORATION AND BYLAWS, AS AMENDED, ARE ALSO AVAILABLE ON CFC'S WEBSITE AT WWW.NRUCFC.COOP. CFC'S CONFLICT OF INTEREST POLICY, TITLED THE RELATED PERSONS TRANSACTIONS AND RELATED CREDITS POLICY, IS AVAILABLE ON CFC'S WEBSITE AT WWW.NRUCFC.COOP. CFC'S ARTICLES OF INCORPORATION ARE FILED AS EXHIBIT 3.1 TO ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MAY 31, 2014 (FILED AUGUST 28, 2014). CFC'S BYLAWS ARE FILED AS EXHIBIT 3.2 TO THE FORM 10-Q FOR THE QUARTER ENDED FEBRUARY 28, 2011, FILED ON APRIL 13, 2011. CFC'S ANNUAL AND PERIODIC FINANCIAL STATEMENTS ARE PERIODICALLY FILED WITH THE SEC ON FORM 10-K AND FORM 10-Q.
FORM 990, PART XI, LINE 9: PATRONAGE CAPITAL DISTRIBUTION -40,564,180. OTHER COMPREHENSIVE INCOME -3,269,665. DERIVATIVE FORWARD VALUE 34,612,767. FUND 719,863. ROUNDING DIFFERENCE -1.
FORM 990, PART XI, LINE 2C WHILE THERE IS NO SEPARATE AUDIT PERFORMED OF THE CFC FINANCIAL STATEMENTS, THE CFC FINANCIAL STATEMENTS ARE CONSOLIDATED WITH THE STATEMENTS OF NATIONAL COOPERATIVE SERVICES CORPORATION AND RURAL TELEPHONE FINANCE COOPERATIVE. THE CONSOLIDATED FINANCIAL STATEMENTS ARE AUDITED. CFC'S AUDIT COMMITTEE IS SOLELY RESPONSIBLE FOR THE NOMINATION, APPROVAL, COMPENSATION, EVALUATION AND DISCHARGE OF THE INDEPENDENT PUBLIC ACCOUNTANTS. THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS REPORT DIRECTLY TO THE AUDIT COMMITTEE AND THE AUDIT COMMITTEE IS RESPONSIBLE FOR THE RESOLUTION OF DISAGREEMENTS BETWEEN MANAGEMENT AND THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS. CONSISTENT WITH SEC REQUIREMENTS, THE AUDIT COMMITTEE HAS ADOPTED A POLICY TO PRE-APPROVE ALL AUDIT AND PERMISSIBLE NON-AUDIT SERVICES PROVIDED BY THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS. THE POLICY PROVIDES THAT PRE-APPROVAL IS NOT REQUIRED FOR TAX COMPLIANCE AND TAX PLANNING AND ADVICE ENGAGEMENTS FOR CFC AND ITS AFFILIATES PROVIDED THE FEES OF EACH SUCH ENGAGEMENT ARE NOT MORE THAN FIVE PERCENT OF TOTAL REVENUES PAID TO THE INDEPENDENT PUBLIC ACCOUNTANTS AND DO NOT IMPAIR THEIR INDEPENDENCE. THE COMMITTEE MEETS WITH OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, INTERNAL AUDITORS, CHIEF EXECUTIVE OFFICER AND FINANCIAL MANAGEMENT EXECUTIVES TO REVIEW THE SCOPE AND RESULTS OF AUDITS AND RECOMMENDATIONS MADE BY THOSE PERSONS WITH RESPECT TO INTERNAL AND EXTERNAL ACCOUNTING CONTROLS AND SPECIFIC ACCOUNTING AND FINANCIAL REPORTING ISSUES AND TO ASSESS CORPORATE RISK. THE BOARD HAS ADOPTED A WRITTEN CHARTER FOR THE AUDIT COMMITTEE WHICH MAY BE FOUND ON OUR WEBSITE, WWW.NRUCFC.COOP. THE PROCESS HAS NOT CHANGED FROM THE PRIOR PERIOD.
FORM 990, PART VI, QUESTION 16B AS A LENDER, CFC, FROM TIME TO TIME, MAY HAVE TO FORECLOSE ON THE ASSETS OF A BORROWER. AS PART OF SUCH ACTIONS, THE COMPANY MAY RECEIVE INTERESTS IN JOINT VENTURES WITH TAXABLE ENTITIES. CFC TAKES SUCH INTERESTS ONLY IN ORDER TO MAXIMIZE ITS RECOVERY ON THE LOAN RECEIVABLE. CFC DOES NOT ENTER INTO JOINT VENTURES WITH TAXABLE ENTITIES AS PART OF ITS CORE LENDING BUSINESS. TO DATE, THE COMPANY'S INVESTMENT IN THESE JOINT VENTURES HAS BEEN NOMINAL. CFC HAS DEVELOPED A WRITTEN POLICY THAT REQUIRES THE COMPANY TO EVALUATE ITS PARTICIPATION IN JOINT VENTURE ARRANGEMENTS AND TAKE STEPS TO SAFEGUARD THE COMPANY'S 501(C)(4) TAX EXEMPT STATUS.
For Paperwork Reduction Act Notice, see the Instructions for Form 990 or 990-EZ.
Cat. No. 51056K
Schedule O (Form 990 or 990-EZ) 2013

Additional Data


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SCHEDULE R
(Form 990)
Department of the Treasury
Internal Revenue Service
Related Organizations and Unrelated Partnerships
MediumBulletComplete if the organization answered "Yes" on Form 990, Part IV, line 33, 34, 35b, 36, or 37.
MediumBulletAttach to Form 990. MediumBullet See separate instructions.
MediumBullet Information about Schedule R (Form 990) and its instructions is at www.irs.gov/form990.

OMB No. 1545-0047
2013
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 (if applicable) of disregarded entity


(b)
Primary activity


 		(c)
Legal domicile (state
or foreign country)

 		(d)
Total income


 		(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   21,024 N/A
(2) DENTON REALTY PARTNERS LP
C/O NRUCFC 20701 COOPERATIVE WAY
DULLES,VA20166
06-2967876 		HOLDING COMPANY DE   7,268,002 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     N/A
(4) DENTON REALTY INVESTORS LLC
C/O NRUCFC 20701 COOPERATIVE WAY
DULLES,VA20166
 HOLDING COMPANY DE     N/A
(5) CARIBBEAN ASSET HOLDINGS LLC
C/O NRUCFC 20701 COOPERATIVE WAY
DULLES,VA20166
26-4752447 		HOLDING COMPANY DE   295,355,000 N/A
(6) DRP COUNTRY LAKES LLC
C/O NRUCFC 20701 COOPERATIVE WAY
DULLES,VA20166
27-2847626 		OWN OPERATE MANAGE AND SELL IMPROVE REAL PROPERTY TX   0 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 entity?
Yes No












For Paperwork Reduction Act Notice, see the Instructions for Form 990.
Cat. No. 50135Y
Schedule R (Form 990) 2013
Schedule R (Form 990) 2013
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



 		(e)
Predominant income(related, unrelated, excluded from tax under sections 512-514)

(f)
Share of total income




 		(g)
Share of end-of-year
assets



 		(h)
Disproprtionate allocations?




 		(i)
Code V-UBI
amount in box 20 of
Schedule K-1
(Form 1065)
 		(j)
General or
managing
partner?



 		(k)
Percentage
ownership
Yes No 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) 		(f)
Share of total income
 		(g)
Share of end-of-year
assets
 		(h)
Percentage
ownership
 		(i)
Section 512(b)(13) controlled entity?
Yes No
(1) DTR HOLDINGS LLC

C/O CAH 20701 COOPERATIVE WAY
DULLES,VA20166
66-0728522 		HOLDING COMPANY VQ CARIBBEAN ASSET HOLDINGS LLC
  		C   273,837,000 100.000 % Yes  
(2) VI POWERNET LLC

C/O DTR HOLDINGS LLC 20701 COOPERAT
DULLES,VA20166
66-0728523 		INTERNET SERVICE VQ DTR HOLDINGS LLC
  		C   22,440,000 100.000 % Yes  
(3) BVI ASSET HOLDINGS LLC

C/O CAH 20701 COOPERATIVE WAY
DULLES,VA20166
26-4752636 		HOLDING COMPANY DE CARIBBEAN ASSET HOLDINGS LLC
  		C   7,369,000 100.000 % Yes  
(4) STM ASSET HOLDINGS LLC

C/O CAH 20701 COOPERATIVE WAY
DULLES,VA20166
26-4752724 		HOLDING COMPANY DE CARIBBEAN ASSET HOLDINGS LLC
  		C   13,974,000 100.000 % Yes  
(5) CARIBBEAN COMMUNICATION CORP

C/O DTR HOLDINGS LLC 20701 COOPERAT
DULLES,VA20166
67-0253554 		CABLE NETWORKS VQ DTR HOLDINGS LLC
  		C 1,151,000 32,818,000 99.500 % Yes  
(6) ST CROIX CABLE TV INC

C/O DTR HOLDINGS LLC 20701 COOPERAT
DULLES,VA20166
66-0380487 		CABLE NETWORKS VQ DTR HOLDINGS LLC
  		C   19,230,000 99.500 % Yes  
(7) ICC TV INC

C/O DTR HOLDINGS LLC 20701 COOPERAT
DULLES,VA20166
66-9572552 		TELEVISION VQ DTR HOLDINGS LLC
  		C   1,226,000 99.500 % Yes  
(8) VITELCOM CELLULAR INC

C/O DTR HOLDINGS LLC 20701 COOPERAT
DULLES,VA20166
66-0449394 		WIRELESS SERVICE VQ DTR HOLDINGS LLC
  		C   10,310,000 99.500 % Yes  
(9) VIRGIN ISLANDS TELEPHONE CORPORATION

C/O DTR HOLDINGS LLC 20701 COOPERAT
DULLES,VA20166
67-0251357 		TELECOMMUNICATION VQ DTR HOLDINGS LLC
  		C   181,591,000 100.000 % Yes  
(10) INNOVATIVE LONG DISTANCE INC

C/O DTR HOLDINGS LLC 20701 COOPERAT
DULLES,VA20166
66-0591568 		TELECOMMUNICATION VQ DTR HOLDINGS LLC
  		C   9,192,000 100.000 % Yes  
(11) GROUP B-200 INC

C/O DTR HOLDINGS LLC 20701 COOPERAT
DULLES,VA20166
66-0732664 		AIRPLANE HOLDING CO. VQ DTR HOLDINGS LLC
  		C   1,465,000 100.000 % Yes  
(12) BVI CABLE TV LTD

C/O BVI ASSET HOLDINGS LLC 20701 CO
DULLES,VA20166
99-9999999 		CABLE NETWORKS VI BVI ASSET HOLDINGS LLC
  		    7,368,000 100.000 % Yes  
(13) CARRIBEAN TELEVIEW SERVICES NV

C/O STM ASSET HOLDINGS LLC 20701 CO
DULLES,VA20166
99-9999999 		CABLE NETWORKS VI STM ASSET HOLDINGS LLC
  		    13,974,000 100.000 % Yes  
Schedule R (Form 990) 2013
Schedule R (Form 990) 2013
Page 3
Part V
Transactions With Related Organizations Complete if the organization answered "Yes" on Form 990, Part IV, line 34, 35b, or 36.
Note. Complete line 1 if any entity is listed in Parts II, III, or IV of this schedule.
Yes
No
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 or (iv) rent from a controlled entity . . . . . . . . . . . . . . . . . . . . . . .
1a
Yes
 
b Gift, grant, or capital contribution to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1b
 
No
c Gift, grant, or capital contribution from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1c
 
No
d Loans or loan guarantees to or for related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1d
Yes
 
e Loans or loan guarantees by related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1e
 
No
f Dividends from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1f
 
No
g Sale of assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1g
 
No
h Purchase of assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1h
 
No
i Exchange of assets with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1i
 
No
j Lease of facilities, equipment, or other assets to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1j
 
No
k Lease of facilities, equipment, or other assets from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . .
1k
 
No
l Performance of services or membership or fundraising solicitations for related organization(s) . . . . . . . . . . . . . . . . . . . .
1l
 
No
m Performance of services or membership or fundraising solicitations by related organization(s) . . . . . . . . . . . . . . . . . . . .
1m
 
No
n Sharing of facilities, equipment, mailing lists, or other assets with related organization(s) . . . . . . . . . . . . . . . . . . . . .
1n
 
No
o Sharing of paid employees with related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1o
 
No
p Reimbursement paid to related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1p
 
No
q Reimbursement paid by related organization(s) for expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1q
 
No
r Other transfer of cash or property to related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1r
 
No
s Other transfer of cash or property from related organization(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1s
 
No
2
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 related organization 		(b)
Transaction
type (a-s) 		(c)
Amount involved 		(d)
Method of determining amount involved
(1) DTR HOLDINGS LLC

 A 375,000 ACCRUAL
(2) DTR HOLDINGS LLC

 D 5,233,000 NET VALUE
(3) BVI ASSET HOLDINGS LLC

 A 17,000 ACCRUAL
(4) STM ASSET HOLDINGS LLC

 A 13,000 ACCRUAL


Schedule R (Form 990) 2013
Schedule R (Form 990) 2013
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)
Predominant income (related, unrelated, excluded from tax under sections 512-514)

(e)
Are all partners
section
501(c)(3)
organizations? 		(f)
Share of total income




 		(g)
Share of
end-of-year
assets 		(h)
Disproprtionate allocations? 		(i)
Code V?UBI
amount in box 20
of Schedule K-1
(Form 1065) 		(j)
General or
managing
partner? 		(k)
Percentage
ownership
Yes No Yes No Yes No






























Schedule R (Form 990) 2013
Schedule R (Form 990) 2013
Page 5
Part VII
Supplemental Information
Provide additional information for responses to questions on Schedule R (see instructions).
Return Reference Explanation
Schedule R (Form 990) 2013
Additional Data


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