Attach to Form 990 or 990-EZ.
Go to www.irs.gov/Form990 for the latest information.
| Return Reference | Explanation |
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| FORM 990, PART VI, SECTION A, LINE 4 | IN AUGUST 2020, CFC'S MEMBERSHIP VOTED TO AMEND THE COMPANY'S BYLAWS. THE BYLAWS WERE AMENDED TO ALLOW PARTICIPATION IN MEETINGS AND VOTING BY REMOTE METHODS, AS INDICATED IN THE NOTICE OF MEETING, AND TO COUNT SUCH REMOTE METHODS, IF APPLICABLE, TOWARD CONSTITUTING A QUORUM. ADDITIONALLY, ADMINISTRATIVE AMENDMENTS WERE MADE TO TIMEFRAMES FOR CANDIDATE PETITION SUBMISSIONS, NOTICES OF, AND CONDUCT OF MEETINGS. ANNUAL AND DISTRICT MEETINGS CONTINUE TO BE REQUIRED ON AN ANNUAL BASIS. THE BYLAWS WERE NOT MATERIALLY AMENDED IN ANY WAY THAT DIFFERS FROM THE APPROVED TAX-EXEMPT MISSION OR PURPOSE OF NRUCFC. |
| FORM 990, PART VI, SECTION A, LINE 6 | NATIONAL RURAL UTILITIES COOPERATIVE FINANCE CORPORATION IS A NON-STOCK, MEMBERSHIP ORGANIZATION. AS OF MAY 31, 2021, THERE WERE 1,018 MEMBERS AND ASSOCIATES. MEMBERSHIP INCLUDED: CLASS A. THERE WERE 842 CLASS A MEMBERS - COOPERATIVE OR NONPROFIT CORPORATIONS, PUBLIC CORPORATIONS, UTILITY DISTRICTS, AND OTHER PUBLIC BODIES, WHICH HAVE RECEIVED OR ARE ELIGIBLE TO RECEIVE A LOAN OR COMMITMENT FOR A LOAN FROM THE RUS OR ANY SUCCESSOR AGENCY, AND WHICH ARE ENGAGED OR PLANNING TO ENGAGE IN THE FURNISHING OF UTILITY SERVICES TO THEIR MEMBERS AND PATRONS FOR THEIR USE AS ULTIMATE CONSUMERS. CLASS B. THERE WERE 67 CLASS B MEMBERS - COOPERATIVE OR NONPROFIT CORPORATIONS WHICH ARE FEDERATIONS OF CLASS A MEMBERS OR OF OTHER CLASS B MEMBERS, OR BOTH, OR WHICH ARE OWNED AND CONTROLLED BY CLASS A MEMBERS OR BY OTHER CLASS B MEMBERS, OR BOTH, AND WHICH ARE ENGAGED OR PLANNING TO ENGAGE IN THE FURNISHING OF UTILITY SERVICES PRIMARILY TO CLASS A MEMBERS OR OTHER CLASS B MEMBERS. CLASS C. THERE WERE 62 CLASS C MEMBERS - STATEWIDE AND REGIONAL ASSOCIATIONS WHICH ARE WHOLLY-OWNED OR CONTROLLED BY CLASS A MEMBERS OR CLASS B MEMBERS, OR BOTH, OR WHICH ARE WHOLLY-OWNED SUBSIDIARIES OF A CFC MEMBER, AND WHICH DO NOT FURNISH UTILITY SERVICES BUT WHICH SUPPLY OTHER FORMS OF SERVICE TO THEIR MEMBERS. CLASS D THERE WAS 1 CLASS D MEMBER. CLASS D MEMBERS ARE NATIONAL ASSOCIATIONS OF COOPERATIVES COMPRISED OF CLASS A, CLASS B AND CLASS C MEMBERS. IN ORDER TO BE ELIGIBLE FOR MEMBERSHIP TO CFC, A NATIONAL ASSOCIATION MUST HAVE, AT THE TIME OF ADMISSION TO CFC, MEMBER COOPERATIVES DOMICILED IN AT LEAST 80% OF THE STATES OF THE UNITED STATES. IN ADDITION TO MEMBERS, ASSOCIATES (NUMBERING 46) ARE NOT-FOR-PROFIT ENTITIES ORGANIZED ON A COOPERATIVE BASIS WHICH ARE OWNED, CONTROLLED OR OPERATED BY CLASS A, B OR C MEMBERS AND WHICH PROVIDE NON-ELECTRIC SERVICES PRIMARILY FOR THE BENEFIT OF CONSUMERS. ASSOCIATES ARE NOT ENTITLED TO VOTE AT ANY MEETING OF THE MEMBERS AND ARE NOT ELIGIBLE TO BE REPRESENTED ON OUR BOARD OF DIRECTORS. |
| FORM 990, PART VI, SECTION A, LINE 7A | CFC'S MEMBERS ARE DIVIDED INTO ELEVEN DISTRICTS. EACH DISTRICT APPOINTS TWO DIRECTORS. THE NATIONAL RURAL ELECTRIC COOPERATIVE ASSOCIATION ("NRECA"), AS THE SOLE CLASS D MEMBER, APPOINTS TWO DIRECTORS FOR DISTRICT 11. FOR DISTRICTS 1 THROUGH 10, THE TWO DIRECTORS MUST INCLUDE ONE DIRECTOR, WHO IS A TRUSTEE OR DIRECTOR OF A MEMBER ORGANIZED WITHIN THE DISTRICT, AND ONE, WHO IS A MANAGER OF A MEMBER ORGANIZATION WITHIN THE DISTRICT; PROVIDED THAT, EXCEPT FOR DISTRICT 11, AND IN THE CASE WHERE ONLY ONE STATE IS LOCATED IN A DISTRICT, NO TWO DIRECTORS CAN REPRESENT MEMBERS WITH THEIR HEADQUARTERS IN THE SAME STATE. ALL CFC DIRECTORS OTHER THAN THE TWO DIRECTORS DESIGNATED BY NRECA ARE ELECTED FOR A THREE YEAR TERM AND CAN SERVE A MAXIMUM OF TWO CONSECUTIVE TERMS. UPON EXPIRATION OF THE TERM OF A DIRECTOR, MEMBERS FROM THAT DISTRICT ELECT A DIRECTOR THAT MEETS THE QUALIFICATIONS OUTLINED ABOVE TO REPRESENT THEM ON CFC'S BOARD. IF THE BOARD OF DIRECTORS IN ITS DISCRETION SO DETERMINES, THEN THERE MAY BE ONE ADDITIONAL DIRECTOR ELECTED BY THE MEMBERS TO SERVE ON THE BOARD OF DIRECTORS FROM TIME TO TIME WHO MEETS THE QUALIFICATIONS AS MAY BE REQUIRED BY THE SECURITIES AND EXCHANGE COMMISSION, A GOVERNMENTAL AGENCY OR AUTHORITY, OR A NATIONAL STOCK EXCHANGE TO SERVE AS AN AUDIT COMMITTEE FINANCIAL EXPERT. |
| FORM 990, PART VI, SECTION A, LINE 7B | PURSUANT TO THE BUSINESS ORGANIZATIONS CODE OF THE DISTRICT OF COLUMBIA, CFC MEMBERS MUST APPROVE THE SALE OR DISPOSITION OF MORE THAN 75% OF THE COMPANY'S ASSETS, MERGERS FOR WHICH THE COMPANY WILL NOT BE THE SURVIVING ENTITY, AND THE DISSOLUTION OF THE COMPANY. |
| FORM 990, PART VI, SECTION B, LINE 11B | THE BOARD OF DIRECTORS OF CFC REVIEWED THE 2020 FORM 990 FOR FISCAL YEAR ENDED MAY 31, 2021 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 | OUR BOARD OF DIRECTORS HAS ESTABLISHED A WRITTEN POLICY GOVERNING RELATED-PERSON TRANSACTIONS. THE POLICY COVERS TRANSACTIONS BETWEEN CFC, ON THE ONE HAND, AND ITS DIRECTORS, EXECUTIVE OFFICERS OR KEY EMPLOYEES AND THEIR IMMEDIATE FAMILY MEMBERS AND ENTITIES OF WHICH ANY OF OUR DIRECTORS, EXECUTIVE OFFICERS OR KEY EMPLOYEES (I) IS AN OFFICER, DIRECTOR, TRUSTEE, ALTERNATIVE DIRECTOR OR TRUSTEE OR EMPLOYEE, (II) CONTROLS OR (III) HAS A SUBSTANTIAL INTEREST. UNDER THIS POLICY, A RELATED-PERSON TRANSACTION IS ANY TRANSACTION IN EXCESS OF $120,000 IN WHICH CFC WAS, IS OR IS PROPOSED TO BE A DIRECT OR INDIRECT PARTICIPANT IN WHICH A RELATED PERSON HAD, HAS OR WILL HAVE A DIRECT OR INDIRECT MATERIAL INTEREST IN THE TRANSACTION. RELATED-PERSON TRANSACTIONS ARE SUBJECT TO REVIEW BY THE EXECUTIVE COMMITTEE OF THE BOARD OF DIRECTORS (EXCLUDING ANY INTERESTED DIRECTOR), BASED ON WHETHER THE TRANSACTION IS FAIR AND REASONABLE TO CFC AND CONSISTENT WITH THE BEST INTERESTS OF CFC AND ITS MEMBERS. RELATED CREDITS ARE EXTENSIONS OF CREDIT TO, OR FOR THE BENEFIT OF, RELATED PERSONS AND ENTITIES THAT ARE MADE ON SUBSTANTIALLY THE SAME TERMS AS, AND FOLLOW UNDERWRITING PROCEDURES THAT ARE NO LESS STRINGENT THAN, THOSE PREVAILING AT THE TIME FOR COMPARABLE TRANSACTIONS GENERALLY OFFERED BY CFC. RELATED CREDITS ARE NOT SUBJECT TO THE PROCEDURES FOR TRANSACTIONS WITH RELATED PERSONS BECAUSE WE WERE ESTABLISHED FOR THE VERY PURPOSE OF EXTENDING FINANCING TO OUR MEMBERS. WE, THEREFORE, ENTER INTO LOAN AND GUARANTEE TRANSACTIONS WITH MEMBERS OF WHICH OUR OFFICERS AND DIRECTORS ARE OFFICERS, DIRECTORS, TRUSTEES, ALTERNATIVE DIRECTORS OR TRUSTEES, OR EMPLOYEES IN THE ORDINARY COURSE OF OUR BUSINESS. ALL RELATED CREDITS ARE REVIEWED FROM TIME TO TIME BY OUR INTERNAL CORPORATE CREDIT COMMITTEE, WHICH MONITORS OUR EXTENSIONS OF CREDIT, AND OUR INDEPENDENT THIRD-PARTY REVIEWER, WHICH REVIEWS OUR CREDIT-EXTENSION POLICIES ON AN ANNUAL BASIS. ALL LOANS, INCLUDING RELATED CREDITS, ARE APPROVED IN ACCORDANCE WITH AN INTERNAL CREDIT APPROVAL MATRIX, WITH EACH LEVEL OF RISK OR EXPOSURE POTENTIALLY ESCALATING THE REQUIRED APPROVAL FROM OUR LENDING STAFF TO MANAGEMENT, A CREDIT COMMITTEE OR THE BOARD OF DIRECTORS. TO ENSURE COMPLIANCE WITH THIS POLICY, NO RELATED PERSONS MAY BE PRESENT IN PERSON OR BY TELECONFERENCE WHILE A RELATED CREDIT IS BEING CONSIDERED. UNDER NO CIRCUMSTANCES MAY WE EXTEND CREDIT TO A RELATED PERSON OR ANY OTHER PERSON IN THE FORM OF A PERSONAL LOAN. AS A COOPERATIVE, CFC WAS ESTABLISHED FOR THE VERY PURPOSE OF EXTENDING FINANCING TO ITS MEMBERS, FROM WHICH OUR DIRECTORS MUST BE DRAWN. LOANS AND GUARANTEES TO MEMBER SYSTEMS OF WHICH DIRECTORS OF CFC ARE OFFICERS, DIRECTORS, TRUSTEES, ALTERNATIVE DIRECTORS OR TRUSTEES, OR EMPLOYEES, ARE MADE IN THE ORDINARY COURSE OF CFC BUSINESS ON THE SAME TERMS, INCLUDING INTEREST RATES AND COLLATERAL, AS THOSE PREVAILING AT THE TIME FOR COMPARABLE TRANSACTIONS WITH OTHER MEMBERS AND THAT DO NOT INVOLVE MORE THAN NORMAL RISK OF UNCOLLECTIBILITY OR PRESENT OTHER UNFAVORABLE FEATURES. IT IS ANTICIPATED THAT, CONSISTENT WITH ITS LOAN AND GUARANTEE POLICIES IN EFFECT FROM TIME TO TIME, ADDITIONAL LOANS AND GUARANTEES WILL BE MADE BY CFC TO MEMBER SYSTEMS AND TRADE AND SERVICE ORGANIZATIONS OF WHICH DIRECTORS OF CFC OR THEIR IMMEDIATE FAMILY MEMBERS (I) ARE OFFICERS, DIRECTORS, TRUSTEES, ALTERNATIVE DIRECTORS OR TRUSTEES OR EMPLOYEES, (II) CONTROL OR (III) HAVE A SUBSTANTIAL BENEFICIAL INTEREST. CFC HAS ADOPTED A POLICY WHEREBY SUBSTANTIALLY ALL EXTENSIONS OF CREDIT TO SUCH ENTITIES ARE APPROVED ONLY BY THE DISINTERESTED DIRECTORS. ADDITIONALLY, CURRENT EXECUTIVE OFFICERS AND DIRECTORS, FORMER EXECUTIVE OFFICERS AND DIRECTORS, AND KEY EMPLOYEES ARE REQUIRED TO ANSWER QUESTIONS IN AN ANNUAL DIRECTOR AND OFFICER SURVEY IN ORDER TO IDENTIFY ANY RELATIONSHIPS OR TRANSACTIONS THAT MUST BE REPORTED ON CFC'S FORM 990, INCLUDING BUSINESS TRANSACTIONS BETWEEN CFC AND AN INTERESTED PERSON INVOLVING MORE THAN $10,000. |
| FORM 990, PART VI, SECTION B, LINE 15A | CFC'S COMPENSATION COMMITTEE (THE "COMMITTEE"), WHICH IS COMPRISED OF CFC EXECUTIVE COMMITTEE BOARD MEMBERS, DETERMINES AND APPROVES THE COMPENSATION OF CFC'S CEO. THE COMMITTEE ANNUALLY REVIEWS AND APPROVES APPROPRIATE CORPORATE GOALS AND OBJECTIVES RELATED TO THE CEO'S COMPENSATION AND EVALUATES PERFORMANCE IN LIGHT OF THOSE GOALS AND OBJECTIVES. THE CEO'S COMPENSATION IS COMPRISED OF BASE PAY, SHORT AND LONG TERM INCENTIVE COMPENSATION AND PERQUISITES. IN FISCAL YEAR 2021, AN INDEPENDENT CONSULTANT WAS ENGAGED BY THE COMMITTEE TO CONDUCT A COMPENSATION SURVEY AND PROVIDE COMPENSATION DATA FOR THE CEO POSITION USING PEER ORGANIZATIONS IDENTIFIED BY THE INDEPENDENT CONSULTANT THROUGH DISCUSSIONS WITH THE COMMITTEE. THE INDEPENDENT CONSULTANT INCLUDED COMPANIES IN THE COMPENSATION COMPARISON GROUP THAT WERE SIMILAR TO CFC IN ASSET SIZE, INDUSTRY AND BUSINESS DESCRIPTION. THE GROUP INCLUDED FINANCIAL INSTITUTIONS THAT ARE PRIVATE MARKET, COMMERCIAL AND/OR MISSION-DRIVEN LENDERS, OFFERING FULL SERVICE FINANCING, INVESTMENT AND RELATED SERVICES. THE COMPANIES TARGETED AS PEER COMPANIES INCLUDED TWO MEMBERS OF THE FARM CREDIT SYSTEM AND 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 INDEPENDENT CONSULTANT LED THE COMMITTEE THROUGH AN ASSESSMENT OF CEO COMPENSATION DATA AT THE COMPARISON GROUP COMPANIES. THE INDEPENDENT CONSULTANT'S DATA INCLUDED BOTH ACTUAL COMPENSATION AND TARGET COMPENSATION BASED ON INFORMATION OBTAINED FROM EACH COMPARATOR GROUP COMPANY'S MOST RECENT ANNUAL REPORT OR PROXY STATEMENT. THE ELEMENTS OF COMPENSATION REVIEWED INCLUDE CURRENT BASE SALARY AS WELL AS ANY ADDITIONAL BONUS, INCENTIVES OR SPECIAL AWARDS. THE COMMITTEE REVIEWED TOTAL COMPENSATION DATA FOR THE COMPARATOR GROUP FOR INFORMATIONAL PURPOSES AND USED THIS DATA SOLELY TO DETERMINE THE COMPETITIVENESS OF OUR CEO COMPENSATION. CFC'S SHORT-TERM CASH INCENTIVE PROGRAM IS A ONE-YEAR CASH INCENTIVE THAT IS TIED TO THE ANNUAL PERFORMANCE OF THE ORGANIZATION AS A WHOLE. CORPORATE PERFORMANCE IS MEASURED USING A BALANCED SCORECARD APPROVED BY THE BOARD OF DIRECTORS PRIOR TO THE START OF THE FISCAL YEAR. THE BALANCED SCORECARD IS A PERFORMANCE MANAGEMENT TOOL. EVERY EMPLOYEE PARTICIPATES IN THE SHORT-TERM INCENTIVE PROGRAM, AND THE CORPORATE STRATEGIC GOALS ARE THE SAME FOR ALL EMPLOYEES,INCLUDING THE EXECUTIVE OFFICERS. THE BOARD OF DIRECTORS ESTABLISHES CORPORATE GOALS AND MEASURES THAT THEY BELIEVE ARE ACHIEVABLE ONLY IF EACH INDIVIDUAL PERFORMS WELL IN HIS OR HER ROLE AND CFC MEETS ITS INTERNAL BUSINESS PLAN GOALS. THE SHORT-TERM INCENTIVE PROGRAM PROVIDES ANNUAL CASH INCENTIVE OPPORTUNITIES BASED UPON THE LEVEL OF THE POSITION WITHIN CFC'S BASE PAY STRUCTURE, RANGING FROM 15% - 25% OF BASE PAY. THE CEO IS ELIGIBLE FOR AN ANNUAL INCENTIVE OPPORTUNITY AT 25% OF HIS BASE PAY. THE LONG-TERM INCENTIVE PROGRAM IS A THREE-YEAR PLAN THAT IS TIED TO CFC'S LONG-TERM STRATEGIC OBJECTIVES. THE MEASURE FOR ALL ACTIVE LONG-TERM INCENTIVE PLANS IS THE ACHIEVEMENT OF BOND RATING TARGETS FOR CFC'S ISSUER CREDIT RATING BY RATING AGENCIES: S & P GLOBAL, FITCH RATINGS INC., AND MOODY'S INVESTORS SERVICE. ELIGIBLE PARTICIPANTS IN THE PLAN CYCLE WILL RECEIVE PERFORMANCE UNITS THAT ARE CALCULATED AT 15% - 25% OF BASE PAY, DIVIDED BY THE TARGET OBJECTIVE. THE CEO'S PERFORMANCE UNITS ARE CALCULATED AT 25% OF HIS BASE PAY DIVIDED BY THE TARGET OBJECTIVE. THE COMMITTEE ALSO CONSIDERS PERQUISITES FOR THE CEO IN CONNECTION WITH ITS ANNUAL REVIEW OF THE CEO'S TOTAL COMPENSATION PACKAGE DESCRIBED ABOVE. THE PERQUISITES PROVIDED TO MR. PETERSEN WERE 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 AUTHORIZED AN ANNUAL ALLOWANCE RATHER THAN AN UNLIMITED REIMBURSEMENT OR USE OF A COMPANY-OWNED VEHICLE. THE AMOUNT OF EACH ALLOWANCE WAS AUTHORIZED ANNUALLY BY THE BOARD AND WAS 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. ALL OTHER BUSINESS EXPENSES INCURRED BY THE CEO ARE REIMBURSED IN ACCORDANCE WITH CORPORATE PRACTICES. THE COMMITTEE DELEGATES THE POWER TO REVIEW AND APPROVE ALL EMPLOYEE COMPENSATION TO THE CEO, WHO EXERCISES HIS JUDGMENT TO SET THE ANNUAL BASE PAY FOR THE OTHER EXECUTIVE OFFICERS AND KEY EMPLOYEES, AS WELL AS EACH EMPLOYEE BASED ON GENERAL MARKET DATA, OVERALL PERFORMANCE AND LEADERSHIP ACCOMPLISHMENTS. IN DETERMINING THE BASE COMPENSATION PAID TO CFC'S EXECUTIVE OFFICERS AND KEY EMPLOYEES, THE CEO REVIEWED NATIONAL, CREDIBLE COMPENSATION SURVEYS FOR FINANCIAL SERVICES ORGANIZATIONS OF SIMILAR ASSET SIZE TO OBTAIN A GENERAL UNDERSTANDING OF CURRENT COMPENSATION PRACTICES AND TO ENSURE THAT THE BASE PAY COMPONENT IS COMPETITIVE, MEANING GENERALLY WITHIN THE 50TH PERCENTILE OF COMPARATIVE PAY FOR SIMILAR POSITIONS. THE CEO DID NOT REVIEW OR CONSIDER THE UNDERLYING ORGANIZATIONS COMPRISING THE SURVEY INFORMATION, BUT INSTEAD CONSIDERED ONLY THE AGGREGATE COMPENSATION DATA. EACH EXECUTIVE OFFICER AND KEY EMPLOYEE IS ELIGIBLE TO PARTICIPATE IN CFC'S SHORT TERM AND LONG TERM INCENTIVE PLANS AS DESCRIBED ABOVE WITH RESPECT TO CFC'S CEO. CFC DOES NOT PROVIDE SIGNIFICANT PERQUISITES OR PERSONAL BENEFITS TO ITS EXECUTIVE OFFICERS OR KEY EMPLOYEES. |
| FORM 990, PART VI, SECTION C, LINE 19 | CFC'S ARTICLES OF INCORPORATION AND BYLAWS, AS AMENDED, AND ANNUAL AND PERIODIC FINANCIAL STATEMENTS ARE AVAILABLE TO THE PUBLIC THROUGH THE SECURITIES AND EXCHANGE COMMISSION'S "SEC'S" WEBSITE AND ON CFC'S WEBSITE AT WWW.NRUCFC.COOP. CFC'S CONFLICT OF INTEREST POLICY, TITLED THE RELATED PERSONS TRANSACTIONS AND RELATED CREDITS POLICY, IS AVAILABLE ON CFC'S WEBSITE AT WWW.NRUCFC.COOP. CFC'S ARTICLES OF INCORPORATION ARE FILED AS EXHIBIT 3.1 TO ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED MAY 31, 2014 (FILED AUGUST 28, 2014). CFC'S BYLAWS ARE FILED AS EXHIBIT 3.2 TO THE FORM 10-Q FOR THE QUARTER ENDED AUGUST 31, 2020 (FILED ON OCTOBER 15, 2020). CFC'S ANNUAL AND PERIODIC FINANCIAL STATEMENTS ARE PERIODICALLY FILED WITH THE SEC ON FORM 10-K AND FORM 10-Q. |
| FORM 990, PART VI, QUESTION 16B | AS A LENDER, CFC, FROM TIME TO TIME, MAY HAVE TO FORECLOSE ON THE ASSETS OF A BORROWER. AS PART OF SUCH ACTIONS, THE COMPANY MAY RECEIVE INTERESTS IN JOINT VENTURES WITH TAXABLE ENTITIES. CFC TAKES SUCH INTERESTS ONLY IN ORDER TO MAXIMIZE ITS RECOVERY ON THE LOAN RECEIVABLE. CFC DOES NOT ENTER INTO JOINT VENTURES WITH TAXABLE ENTITIES AS PART OF ITS CORE LENDING BUSINESS. TO DATE, THE COMPANY'S INVESTMENT IN THESE JOINT VENTURES HAS BEEN NOMINAL. CFC HAS DEVELOPED A WRITTEN POLICY THAT REQUIRES THE COMPANY TO EVALUATE ITS PARTICIPATION IN JOINT VENTURE ARRANGEMENTS AND TAKE STEPS TO SAFEGUARD THE COMPANY'S 501(C)(4) TAX EXEMPT STATUS. |
| FORM 990, PART XI, LINE 9: | NET PATRONAGE CAPITAL RETIREMENT -59,857,981. DERIVATIVE FORWARD VALUE CHANGE 618,577,374. NET CHANGE IN OTHER OCI COMPONENTS 1,885,491. NET CHANGE IN MEMBERSHIP FEES -400. NET CHANGE IN INTEGRITY FUND 383,605. CECL CREDIT LOSS ALLOWANCE ADJUSTMENT -3,900,000. |
| FORM 990, PART XII, LINE 2C | WHILE THERE IS NO SEPARATE AUDIT PERFORMED OF THE CFC FINANCIAL STATEMENTS, THE CFC FINANCIAL STATEMENTS ARE CONSOLIDATED WITH THE STATEMENTS OF NATIONAL COOPERATIVE SERVICES CORPORATION AND RURAL TELEPHONE FINANCE COOPERATIVE. THE CONSOLIDATED FINANCIAL STATEMENTS ARE AUDITED. CFC'S AUDIT COMMITTEE IS SOLELY RESPONSIBLE FOR THE NOMINATION, APPROVAL, COMPENSATION, EVALUATION AND DISCHARGE OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS. THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS REPORT DIRECTLY TO THE AUDIT COMMITTEE AND THE AUDIT COMMITTEE IS RESPONSIBLE FOR THE RESOLUTION OF DISAGREEMENTS BETWEEN MANAGEMENT AND THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS. CONSISTENT WITH SEC REQUIREMENTS, THE AUDIT COMMITTEE HAS ADOPTED A POLICY TO PRE-APPROVE ALL AUDIT AND PERMISSIBLE NON-AUDIT SERVICES PROVIDED BY THE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS. THE POLICY PROVIDES THAT PRE-APPROVAL IS NOT REQUIRED FOR TAX COMPLIANCE AND TAX PLANNING AND ADVICE ENGAGEMENTS FOR CFC AND ITS AFFILIATES PROVIDED THE FEES OF EACH SUCH ENGAGEMENT ARE NOT MORE THAN FIVE PERCENT OF TOTAL REVENUES PAID TO THE INDEPENDENT PUBLIC ACCOUNTANTS AND DO NOT IMPAIR THEIR INDEPENDENCE. THE COMMITTEE MEETS WITH OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, INTERNAL AUDITORS, CHIEF EXECUTIVE OFFICER AND FINANCIAL MANAGEMENT EXECUTIVES TO REVIEW THE SCOPE AND RESULTS OF AUDITS AND RECOMMENDATIONS MADE BY THOSE PERSONS WITH RESPECT TO INTERNAL AND EXTERNAL ACCOUNTING CONTROLS AND SPECIFIC ACCOUNTING AND FINANCIAL REPORTING ISSUES AND TO ASSESS CORPORATE RISK. THE BOARD HAS ADOPTED A WRITTEN CHARTER FOR THE AUDIT COMMITTEE WHICH MAY BE FOUND ON OUR WEBSITE, WWW.NRUCFC.COOP. THE PROCESS HAS NOT CHANGED FROM THE PRIOR PERIOD. |
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