cfcresponse82307.htm
August
23, 2007
Via
EDGAR
Andrew
Mew
Senior
Staff Accountant
United
States Securities and Exchange Commission
Washington,
D.C. 20549
Re: National
Rural Utilities Cooperative Finance Corporation
Item
4.02 Form 8-K
Filed
August 13, 2007
File
No. 001-07102
Dear
Mr. Mew:
This
letter responds to your comment letter dated August 14, 2007 in connection
with
the above-referenced filings. In preparing this response, we have
repeated each comment, and included the National Rural Utilities Cooperative
Finance Corporation (CFC) response below the comment.
1. Refer
to the first paragraph. We note the disclosure of your intention to
restate various prior periods’ quarterly and annual financial statements in the
May 31, 2007 Form 10-K. In this regard, explain to us your basis for
not separately restating these prior periods’ financial
statements.
CFC
Response: Due to the timing of the filing
of our May 31, 2007 Form 10-K on or before August 29,
2007, we feel that restating the prior periods’ quarterly and annual financial
statements in the May 31, 2007 Form 10-K will achieve our disclosure and
reporting obligations in the most timely and efficient manner. Each
of the prior quarterly and annual periods referred to in the restatement will
be
covered within the May 31, 2007 Form 10-K. It is our plan to restate
the annual results presented in the May 31, 2007 audited financial statements,
with detail on the “As previously reported” and “As restated” amounts provided
in Note 1(w). Furthermore, consistent with your comment #2 discussed
below, we will restate the referenced quarterly financial results for quarters
listed in the Form 8-K in the May 31, 2007 Form 10-K in Note 18 Selected
Quarterly Financial Data, including the same level of disclosure as Note 1(w),
with detail on the “As previously reported” and “As restated” amounts. Accordingly,
we believe that all material information that would otherwise be provided in
a
restatement effected through amendments of previously filed Form 10-K and Forms
10-Q, including MD&A, will be included in the May 31, 2007 Form 10-K
covering those periods.
2.
Refer to exhibit 99.2. Expand your disclosure to provide “As
reported” and “As restated” quarterly financial information for the restated
quarterly periods.
CFC
Response: The information provided in exhibit 99.2 was not
required to be filed with the Form 8-K under Item 4.02, but rather was provided
as supplemental information for the change to the fiscal year periods presented
along with the earnings release under Items 2.02 and 7.01. For the
Company’s May 31, 2007 Form 10-K, the referenced quarterly financial results for
quarters listed in the Form 8-K will be provided in the financial statements
at
Note 18 Selected Quarterly Financial Data. We will provide the “As
previously reported” and “As restated” quarterly financial information including
the same level of disclosure as Note 1(w) with a cross reference to this
information.
* * *
In
filing this response, the Company acknowledges that:
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The
Company is responsible for the adequacy and accuracy of the disclosure
in
the filing;
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Staff
comments or changes to disclosure in response to staff comments do
not
foreclose the Commission from taking any action with respect to the
filing; and
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The
Company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
law
of the United States.
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Please
contact Steven Slepian, Controller, at 703-709-6786 or Robert Geier, Assistant
Controller – External Reporting, at 703-709-6716 if you have any further
comments or questions.
Sincerely,
/s/
Steven L. Lilly
Steven
L. Lilly
Senior
Vice President and Chief Financial Officer
National
Rural Utilities Cooperative Finance Corporation