RURAL ELECTRIC COOPERATIVE GRANTOR TRUST KEPCO SERIES 1997
Legal Proceedings                   None.
Submission of Matters to a Vote of Security Holders                       None.           Part II
Market for the Registrant's Common Equity and Related   Stockholder Matters                a)  There is no established trading market for the   certificates representing ownership of the beneficial interest in the   Rural Electric Cooperative Grantor Trust (KEPCO) Series 1997 (the   "Trust").                b)  As of December 31, 2005 there was one record holder   of certificates representing ownership of the beneficial interest in the   Trust.
Financial Statements and Supplementary Data                    See attached audited financial statements.
Changes in and Disagreements with Accountants on   Accounting and Financial Disclosure                    None.            2         Part III
Certain Relationships and Related Transactions               None           Part IV
Exhibits and Financial Statement Schedules and   Reports on Form 8-K              The following documents are filed as part of this   report:             1.         Financial Statements        Report of Independent Registered Public Accounting   Firm        Report of Independent Registered Public Accounting   Firm        Balance Sheets as of December 31, 2005 and 2004        Statements of Income and Expenses for the Years Ended   December 31, 2005, 2004 and 2003        Statements of Changes in Deficit for the Years Ended   December 31, 2005, 2004 and 2003        Statements of Cash Flows for the Years Ended December   31, 2005, 2004 and 2003        Notes to Financial Statements             2.        Financial Statement Schedules are omitted because   they are inapplicable.              3.        Exhibits             Exhibit          Number    Description of Exhibit          4.1   Form of Trust Agreement,   including the form of Rural Electric Cooperative Grantor Trust   Certificate (incorporated by reference to Exhibit 4.1 to Registration   Statement on Form S-1 [No. 333-25029]).         4.2   First Amendment to Trust   Agreement (incorporated by reference to Exhibit 4.2 to Registration   Statement on Form S-1 [No. 333-25029]).         10.1   Loan Agreement dated as of   February 15, 1988 between CFC and the Cooperative (including form of   Note and Guarantee) (incorporated by reference to Exhibit 10.1 to   Registration Statement on Form S-1 [No. 33-16789 filed on August 27,   1987]).         10.2   First Amendment to Loan   Agreement (incorporated by reference to Exhibit 10.2 to Registration   Statement on Form S-1 [No. 333-25029]).         10.3   Loan Guarantee and Servicing   Agreement, dated as of February 15, 1988, among the Administrator of the   RUS, the Cooperative, the Servicer, the Lender and the Trustee   (incorporated by reference to Exhibit 10.2 to Registration Statement on   Form S-1 [No. 33-16789 filed on August 27, 1987]).         10.4   First Amendment to Loan   Guarantee and Servicing Agreement (incorporated by reference to Exhibit   10.4 to Registration Statement on Form S-1 [No. 333-25029]).         10.5   Remarketing Agreement   (incorporated by reference to Exhibit 10.5 to Registration Statement on   Form S-1 [No. 333-25029]).         10.6   Swap Agreement (incorporated   by reference to Exhibit 10.6 to Registration Statement on Form S-1 [No.   333-25029]).        3         10.7   Liquidity Protection   (incorporated by reference to Exhibit 10.7 to Registration Statement on   Form S-1 [No. 333-25029]).         10.8   Form of Standby Certificate   Purchase Agreement (incorporated by reference to Exhibit 10.8 to   Registration Statement on Form S-1 [No. 333-25029]).         12   Computations of ratio of   margin to fixed charges.         99   JP Morgan Chase & Co.   (successor to Morgan Guaranty Trust Co. of NY) and Morgan Guaranty Trust   Company of New York (Swap Counterparty) Financial Information.     31.1   Certification of the Chief   Executive Officer required by Section 302 of the Sarbanes-Oxley Act   of 2002.     31.2   Certification of the Chief   Financial Officer required by Section 302 of the Sarbnes-Oxley Act of   2002.     32.1   Certification of the Chief   Executive Officer required by Section 906 of the Sarbanes-Oxley Act of   2002.           32.2     Certification of the Chief   Financial Officer required by Section 906 of the Sarbanes-Oxley Act of   2002.               b)         Forms 8-K dated June 15, 2005 and December 15, 2005.          Semi-annual Reports to Certificate holders dated June   15, 2005 and December 15, 2005.          Supplemental information to be   furnished with reports filed pursuant to Section 15(d) of the Act by   Registrants which have not registered securities pursuant to Section 12   of the Act.       No annual report, proxy statement, form   of proxy or other proxy soliciting material has been sent to Certificate   holders, and the Registrant does not presently contemplate sending any   such material subsequent to the filing of this report.           Pursuant to the requirements of Section   13 or 15(d) of the Securities Act of 1934, the Registrant has duly   caused this report to be signed on its behalf by the undersigned,   thereunto duly authorized, in the County of Fairfax, Commonwealth of   Virginia on the 30st day of March, 2006.        RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (KEPCO)   SERIES 1997          By:       NATIONAL RURAL UTILITIES   COOPERATIVE     FINANCE CORPORATION as   Servicer             By:   /s/ SHELDON C. PETERSEN         Sheldon C.   Petersen, Governor and       Chief Executive   Officer        4      REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING   FIRM       To the Trustee ofRural Electric   Cooperative Grantor Trust(KEPCO) Series 1997Herndon, Virginia, and         To the Board of Directors of   National Rural Utilities Cooperative Finance CorporationHerndon, Virginia         We have audited the accompanying balance   sheets of Rural Electric Cooperative Grantor Trust (KEPCO) Series 1997   ("the Trust") as of December 31, 2005 and 2004, and the related   statements of income and expenses, changes in deficit and cash flows for   each of the two years in the period ended December 31, 2005. These   financial statements are the responsibility of the Trust's management.   Our responsibility is to express an opinion on these financial   statements based on our audits.          We conducted our audits in accordance with the   standards of the Public Company Accounting Oversight Board (United   States). Those standards require that we plan and perform the audit to   obtain reasonable assurance about whether the financial statements are   free of material misstatement. The Trust is not required to have, nor   were we engaged to perform, an audit of its internal control over   financial reporting.  Our audit included consideration of internal   control over financial reporting as a basis for designing audit   procedures that are appropriate in the circumstances, but not for the   purpose of expressing an opinion on the effectiveness of the Trust's   internal control over financial reporting.  Accordingly, we express   no such opinion.  An audit also includes examining, on a test   basis, evidence supporting the amounts and disclosures in the financial   statements, assessing the accounting principles used and significant   estimates made by management, as well as evaluating the overall   financial statement presentation.  We believe that our audits   provide a reasonable basis for our opinion.          In our opinion, such financial   statements present fairly, in all material respects, the financial   position of the Trust as of December 31, 2005 and 2004, and the results   of its operations and its cash flows for each of the two years in the   period ended December 31, 2005, in conformity with accounting principles   generally accepted in the United States of America.          /s/ Deloitte & Touche LLP          McLean, Virginia   March 24, 2006           5       Report of Independent Registered Public Accounting   Firm                 To the Trustee of   Rural Electric Cooperative Grantor Trust        (KEPCO) Series 1997, and         To the Board of Directors of     National Rural Utilities Cooperative        Finance Corporation          We have audited the accompanying statements of income   and expenses and changes in deficit and cash flows of Rural Electric    Cooperative Grantor Trust (KEPCO) Series 1997 (the "Trust") for the   year ended December 31, 2003. These financial statements are the   responsibility of the Trust's management. Our responsibility is to   express an opinion on these financial statements based on our audit.                We conducted our audit in accordance with the   standards of the Public Company Accounting Oversight Board (United   States). Those standards require that we plan and perform the audit to   obtain reasonable assurance about whether the financial statements are   free of material misstatement. We were not engaged to perform an audit   of the Trust's internal control over financial reporting. Our audit   included consideration of internal control over financial reporting as a   basis for designing audit procedures that are appropriate in the   circumstances, but not for the purpose of expressing an opinion on the   effectiveness of the Trust's internal control over financial reporting.   Accordingly we express no such opinion. An audit also includes   examining, on a test basis, evidence supporting the amounts and   disclosures in the financial statements, assessing the accounting   principles used and significant estimates made by management, and   evaluating the overall financial statement presentation. We believe that   our audit provides a reasonable basis for our opinion.            In our opinion, the financial statements referred    to above present fairly, in all material respects, the results of operations and cash flows    of Rural Electric Cooperative Grantor Trust (KEPCO) Series 1997 for    the year ended December 31, 2003, in conformity with   U.S. generally accepted accounting principles.                        Ernst & Young LLP          McLean, Virginia   March 19, 2004          6       RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (KEPCO)   SERIES 1997    BALANCE SHEETS    DECEMBER 31, 2005 AND 2004            ASSETS                     2005         2004            Interest receivable - KEPCO  $  274,994      $  286,495           Interest receivable - swap counterparty    138,114        92,949           Note receivable     45,640,000         47,740,000                Total assets  $                   46,053,108       $  48,119,444                      LIABILITIES and DEFICIT                       Interest payable - Grantor Trust Certificates  $  138,114      $  92,949           Servicer fees payable    3,366        3,507           Interest payable - swap counterparty    271,628        282,988           Rural Electric Cooperative Grantor Trust Certificates    45,640,000        47,740,000           Derivative liability     6,758,313          9,153,662                Total liabilities    52,811,421        57,273,106                Retained deficit    (9,386,569 )      (12,165,533 )        Accumulated other comprehensive income    2,628,256         3,011,871                 Total deficit     (6,758,313   )      (9,153,662   )              Total liabilities & deficit   $  46,053,108      $                   48,119,444               See accompanying notes.         7       RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (KEPCO)   SERIES 1997    STATEMENTS OF INCOME AND EXPENSES    YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003                                    2005         2004         2003          INCOME                             Interest on note receivable  $  3,619,717      $  3,774,810      $  3,894,560         Interest from swap   counterparty    1,577,435         716,221         617,143                                     Total income    5,197,152        4,491,031        4,511,703                               EXPENSES                                                   Interest to certificate   holders    1,577,435        716,221        617,143                               Interest to swap   counterparty    3,575,406        3,728,600        3,846,884                               Servicer fees    44,311         46,210                              47,676                                     Total expenses    5,197,152        4,491,031        4,511,703                               SFAS 133 forward value   adjustment    2,778,964         1,582,063         2,649,822                                     Net income  $  2,778,964       $                       1,582,063       $  2,649,822                                                                                        See accompanying notes.        8       RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (KEPCO)   SERIES 1997    STATEMENTS OF CHANGES IN DEFICIT    YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003                   Accumulated                   Other             Retained    Comprehensive    Total            Deficit     Income     Deficit                                              Balance as of 12/31/02  $  (16,397,418 )    $  3,833,054      $  (12,564,364 )                                                 Amortization of SFAS 133                                        transition adjustment    -        (422,300 )      (422,300 )                                                 Net income   2,649,822      -            2,649,822                               Total   comprehensive income           2,227,522                               Balance as of 12/31/03    (13,747,596 )      3,410,754        (10,336,842 )                                                                                     Amortization of SFAS 133                                        transition adjustment    -        (398,883  )      (398,883  )                                                 Net income    1,582,063         -         1,582,063                                                    Total comprehensive income                    1,183,180                                                    Balance as of 12/31/04    (12,165,533 )      3,011,871        (9,153,662 )                                                                                     Amortization of SFAS 133           -                                    transition adjustment            (383,615 )      (383,615 )                                                 Net income    2,778,964         -         2,778,964                                                    Total comprehensive income                    2,395,349                                                    Balance as of 12/31/05  $  (9,386,569  )    $  2,628,256       $                           (6,758,313  )                                                                                                                            See accompanying notes.         9       RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (KEPCO)   SERIES 1997    STATEMENTS OF CASH FLOWS    FOR THE YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003                      2005       2004       2003       CASH FLOWS FROM OPERATING ACTIVITIES:                                            Net income   $  2,778,964   $  1,582,063   $  2,649,822                            Adjustments to reconcile net income to net cash   provided by operating activities:                                                                       Decrease in interest receivable - KEPCO             (Increase) decrease in interest receivable - swap   counterparty    11,501                             (45,165          )    288        (37,720          )    8,873        1,305          SFAS 133 forward value adjustment    (2,778,964  )    (1,582,063  )    (2,649,822  )        Increase (decrease) in   interest payable- Grantor Trust Certificates    45,165      37,720      (1,305  )        Decrease in interest payable   - swap counterparty     (11,360    )     (284    )     (8,765    )         Decrease in servicer fees payable    (141  )    (4  )    (108  )    Principal received on note receivable    2,100,000      1,900,000      1,700,000      Principal payment to certificate holders    (2,100,000   )    (1,900,000   )    (1,700,000   )                          Net cash provided by operating activities    -       -       -                                                  CASH, beginning of year    -       -       -                             CASH, end of year  $  -    $  -    $  -                                                   SUPPLEMENTAL DISCLOSURE OF                      CASH FLOW INFORMATION:                                            Cash paid during the year for interest expense on   certificates  $  1,532,270    $  669,400    $  617,143                                                     See accompanying notes.         10       RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (KEPCO)   SERIES 1997    NOTES TO FINANCIAL STATEMENTS    AS OF DECEMBER 31, 2005 AND 2004         1. ORGANIZATION AND OPERATIONS           Rural Electric Cooperative   Grantor Trust (KEPCO) Series 1997 (the "Trust") was formed under a Trust   Agreement dated December 20, 1996 among National Rural Utilities   Cooperative Finance Corporation ("CFC"), Kansas Electric Power   Cooperative, Inc. (the "Cooperative") and Bank One, formerly The First   National Bank of Chicago (the "Trustee"). The assets of the Trust   consist of lender loan notes (the "1997 Note") bearing interest at   7.597% and maturing in 2017. In addition, the Trust also holds certain   rights under an interest rate swap agreement (the "Swap Agreement").   Effective September 2, 2004, U. S. Bank Trust National Association   replaced Bank One as Trustee.           Rural Electric Cooperative   Grantor Trust (KEPCO) Trusts K-1 and K-2 were created on February 15,   1988 resulting from a refinancing of loans from the Federal Financing   Bank ("FFB") which were guaranteed by the Rural Electrification   Administration, as predecessor in intent to the Rural Utilities Service   ("RUS"). The FFB loans were refinanced through CFC and in exchange the   Cooperative executed lender loan notes (the "Notes") to CFC. CFC then   deposited the Notes into separate Trusts. In turn, the Trusts issued to   CFC, as depositor of the Trusts, two certificates: Rural Electric   Cooperative Grantor Trust (KEPCO) 9.23% Certificates, due 2002 and Rural   Electric Cooperative Grantor Trust (KEPCO) 9.73% Certificates, due 2017   (the "Certificates") in the amounts of $11,075,000 and $51,340,000,   respectively. The Certificates were not subject to full redemption prior   to December 15, 1997. On December 18, 1997, the Notes were refinanced,   the outstanding Certificates were redeemed, and Trusts K-1 and K-2 were   terminated. The Notes in the outstanding principal amount of $57,390,000   were then deposited into the Trust. The Notes are guaranteed (the   "Guarantee") as to timely payment of principal and interest by the   United States of America, acting through the Administrator of RUS. The   General Counsel of the USDA has issued an opinion that the Guarantee is   supported by the full faith and credit of the United States of America.   The Trust issued Certificates of beneficial interest (the "Series 1997   Certificates") which bear interest at a variable rate and mature in   2017.            In order to mitigate the   interest rate risk inherent in the Trust, which holds a fixed rate asset   (the 1997 Note) and a variable rate obligation, the Cooperative assigned   to the Trust certain rights under a Swap Agreement in 1997. The   counterparty to the Swap Agreement is JP Morgan Chase & Co. (successor   to Morgan Guaranty Trust Company of New York, "Morgan"). Pursuant to the   Swap Agreement, the Trust pays to Morgan a fixed rate of interest on the   outstanding notional amount, and Morgan pays the Trust a variable rate   of interest on the outstanding notional amount. The structure is   designed such that the interest amounts paid by the Cooperative to the   Trust are the same amounts paid to Morgan, pursuant to the Swap   Agreement, plus the amounts payable to CFC, as servicer. The amounts   Morgan pays to the Trust under the Swap Agreement are the same amounts   as the interest payable by the Trust to the Certificate holders.           The notional amount of the   Swap Agreement (which is not included on the Trust's Balance Sheet) was   established at $57,390,000 and declines in amount over time such that   the outstanding notional amount is always equal to the outstanding   balance of the 1997 Note and the Series 1997 Certificates. The Swap   Agreement terminates in 2017, but is subject to early termination upon   the early redemption of the Certificates.           Derivative Financial   Instruments           The Trust is neither a   dealer nor a trader in derivative financial instruments. The Trust uses   derivatives to manage its interest rate risk.           On January 1,   2001, the Trust implemented Statement of Financial Accounting Standards   ("SFAS") No. 133, Accounting for Derivative Instruments and Hedging   Activities. On January 1, 2001, as a transition adjustment, the Trust   recorded a derivative asset of $4,628,105 with a corresponding credit to   other comprehensive income to record the interest rate swap agreement on   the balance sheet at its fair value. The interest rate swap agreement   was not designated as a hedge on January 1, 2001 and has not been   designated as a hedge since that date. Therefore, in accordance with the   provisions of SFAS 133, all changes in the swap agreement's fair value   subsequent to January 1, 2001 have been recorded through earnings as a   SFAS 133 forward value adjustment.    11        The swap agreement had a   negative fair value of $6,758,313 and $9,153,662 and is reflected on the   balance sheet as a derivative liability as of December 31, 2005 and   2004, respectively. For the years ended December 31, 2005, 2004 and   2003, respectively, the Trust recorded mark-to-market adjustments on the   swap agreement of $2,395,349, $1,183,180 and $2,227,522 which increased   income and are reflected in the statements of income and expenses as   SFAS 133 forward value adjustments. Also included in the SFAS 133   forward value adjustment amounts is amortization of $383,615, $398,883,   and $422,300 of the transition adjustment from other comprehensive   income to earnings for the years ended December 31, 2005, 2004 and 2003,   respectively. A total of $366,741 is expected to be amortized over the   next twelve months. The transition adjustment will continue to be   amortized over the life of the interest rate swap agreement, which   matures on December 4, 2017.           Consistent with the   pass-through substance of the Trust, all amounts that the Trust receives   and pays related to the swap agreement are included at gross amounts in   the statements of income and expenses as interest on swap agreement and   interest to swap counterparty, respectively. All interest receivable and   payable on the swap agreement are included in the balance sheet as   interest receivable - swap counterparty and interest payable - swap   counterparty, respectively.           Grantor Trust Certificates           Principal payments on the   Certificates began in 1998 and will extend over a period of twenty   years. The principal payments over the next 5 years and thereafter are   as follows:                Years EndingDecember   31         2006  $ 2,300,000       2007  2,500,000       2008  2,800,000       2009  3,100,000       2010  3,500,000       Thereafter  31,440,000                 Total  $45,640,000               The Certificates are subject   to redemption at any time at the remaining principal amount plus accrued   interest. The principal payments received on the Note from the   Cooperative coincide with the payments due to the certificate holders.           Each Certificate represents   an undivided fractional interest in the Trust. CFC is the depositor of   the Trust and acts as servicer of the Note.         2. TAX STATUS OF THE TRUST           It is expected that the   Trust will not have any liability for federal or state income taxes for   the current or future years.         3. NOTE RECEIVABLE, INTEREST   AND SERVICER FEE ACCOUNTING           The Trust accounts for its   note receivable at cost. No allowance for loan losses has been recorded   due to the guarantee provided by the United States of America.The   Trust records interest income as it is earned and accrues interest   expense and servicer fees as they are incurred. Servicer fees represent   .093% of the outstanding principal balance of the Note.          4. COMPREHENSIVE INCOME                     Comprehensive income   includes other comprehensive income related to the transition adjustment   recorded when SFAS 133 was adopted in 2001 and the Trust's reported   earnings.          12       5.  FAIR VALUE OF FINANCIAL   INSTRUMENTS            The carrying amounts   reported for interest receivable, interest payable, and servicer fees   payable approximate fair values due to the short-term maturity of these   instruments.            Use of Estimates            The preparation of financial   statements in conformity with accounting principles generally accepted   in the United States requires management to make estimates and   assumptions that affect the reported amounts of assets and liabilities   at the date of the financial statements and the reported amounts of   revenue and expenses during the reported period. The estimates involve   judgments with respect to, among other things, various future factors   which are difficult to predict and are beyond the control of the Trust.   With regards to the fair values below, actual amounts could differ from   these estimates.            The following disclosure of   the estimated fair value of financial instruments is made in accordance   with SFAS No. 107, Disclosure about Fair Value of Financial Instruments.   Whenever possible, the estimated fair value amounts have been determined   using quoted market information as of December 31, 2005 and 2004 along   with other valuation methodologies. Below is a summary of significant   methodologies used in estimating fair value amounts and a schedule of   fair values at December 31, 2005 and 2004.            Note receivable            Fair value is estimated by   discounting the future cash flows using the current rates at which   similar loans would be made to borrowers with similar credit ratings and   for the same remaining maturities.            Rural Electric Cooperative   Grantor Trust Certificates            The trust certificates pay a   variable rate of interest that is reset weekly, and as such are   considered to be carried at fair value.              Derivative liability               The fair market value is   provided by the swap counterparty and is estimated taking into account   the current market rate of interest.             13             The carrying and estimated   fair values of the Trust's financial instruments as of December 31, 2005   and 2004 are as follows:                                                              2005         2004            Carrying         Fair         Carrying         Fair          Value         Value                                                       Value         Value       Assets:                                  Interest receivable - KEPCO  $   274,994       $   274,994       $   286,495       $   286,495      Interest receivable - swap   counterparty     138,114         138,114         92,949         92,949      Note receivable     45,640,000         52,601,627         47,740,000         56,376,039                                        Liabilities:                                  Interest payable - Grantor                                       Trust Certificates     138,114         138,114         92,949         92,949      Servicer fees payable     3,366         3,366         3,507         3,507      Interest payable - swap   counterparty     271,628         271,628         282,988         282,988      Rural Electric Cooperative                                       Grantor Trust Certificates     45,640,000         45,640,000         47,740,000         47,740,000      Derivative   liability     6,758,313         6,758,313         9,153,662         9,153,662             14        EX-12 2 exh12.htm    EXHIBIT 12        EXHIBIT 12        RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (KEPCO)   SERIES 1997    Computation of Ratio of Income (Loss) to Fixed Charges        For the Years Ended December 31, 2005, 2004, 2003,   2002, and 2001                         2005        2004        2003        2002        2001        Net income (loss)   $  2,778,964      $  1,582,063      $  2,649,822      $  (4,516,685 )    $  (11,880,733          Add: Fixed charges      1,577,432         716,221         617,143         968,217         2,182,800                                                  Income (loss)   available for fixed                                          charges   $  4,356,399       $  4,356,399       $  3,266,965       $  (3,548,468  )    $  (9,697,933                                                  Fixed charges:                                                Interest on all debt   $  1,577,435       $  716,221       $  617,143       $  968,217       $  2,182,800                                                  Total fixed charges   $  1,577,435       $  716,221       $  617,143       $  968,217       $  2,182,800                                                  Ratio of income (loss) to   fixed                                                charges      2.76         3.21         5.29         *            *                                                  Deficiency   $  0.00      $  0.00      $  0.00      $  4,516,685      $  11,880,733           *Earnings inadequate to   cover fixed charges.                                                    EX-32.1 3 exhbiti321.htm    EXHIBIT 32.1        EXHIBIT 32.1         Rural Electric Cooperative Grantor Trust (KEPCO)   Series 1997    Certification Pursuant to Section 906 of the   Sarbanes-Oxley Act of 2002    (18 U.S.C. Section 1350)             Pursuant to the   requirements of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.   Sections 1350(a) and (b)), the undersigned hereby certifies as follows:       1. I am the Chief   Executive Officer of National Rural Utilities Cooperative Finance   Corporation ("CFC"), servicer of the Rural Electric Cooperative Grantor   Trust (KEPCO) Series 1997.         2. To the best of   my knowledge:             (A) The Rural Electric   Cooperative Grantor Trust (KEPCO) Series 1997's March 30, 2006 Form 10-K   filed with the Securities and Exchange Commission (the "Report") fully   complies with the requirements of Section 13(a) or 15(d) of the   Securities Exchange Act of 1934 (the "Exchange Act"); and             (B) The information in the   Report fairly presents, in all material respects, the financial   condition and results of operations of the Rural Electric Cooperative   Grantor Trust (KEPCO) Series 1997.                   Dated:      March 30, 2006          By:      /s/ SHELDON C. PETERSEN          Sheldon C.   Petersen, Governor &       Chief Executive Officer           A signed original of this   written statement required by Section 906 has been provided to Rural   Electric Cooperative Grantor Trust (KEPCO) Series 1997 and will be   retained by Rural Electric Cooperative Grantor Trust (KEPCO) Series 1997   and furnished to the Securities and Exchange Commission or its staff   upon request.         EX-31.1 4 exhibit311.htm    Exhibit 31.1        Exhibit 31.1              National Rural Utilities Cooperative Finance   Corporation    Certification Pursuant to Section 302 of the   Sarbanes-Oxley Act of 2002    (18 U.S.C. Section 1350)        I, Sheldon C. Petersen,   certify that:        1. I have reviewed   this annual report on Form 10-K, and all reports on Form 8-K containing   distribution or servicing reports filed in respect of periods included   in the year covered by this annual report, of the Rural Electric   Cooperative Grantor Trust (KEPCO) Series 1997;         2. Based on my   knowledge, the information in these reports, taken as a whole, does not   contain any untrue statement of a material fact or omit to state a   material fact necessary to make the statements made, in light of the   circumstances under which such statements were made, not misleading as   of the last day of the period covered by this annual report;         3. Based on my   knowledge, the distribution or servicing information required to be   provided to the trustee by the servicer under the pooling and servicing,   or similar, agreement, for inclusion in these reports is included in   these reports;         4. I am responsible   for reviewing the activities performed by the servicer under the pooling   and servicing , or similar, agreement, and based upon my knowledge and   the annual compliance review required under the pooling and servicing,   or similar, agreement, and except as disclosed in the report, the   servicer has fulfilled its obligations under that agreement; and         5. The reports   disclose all significant deficiencies relating to the servicer's   compliance with the minimum servicing standards based upon the report   provided by an registered independent public accounting firm, after   conducting a review in compliance with the Uniform Single Attestation   Program for Mortgage Bankers or similar procedure, as set forth in the   pooling and servicing, or similar, agreement, that is included in these   reports.           Date: March 30, 2006                 /s/ SHELDON C. PETERSEN          Sheldon C. Petersen,   Governor &         Chief Executive Officer             A signed original of this   written statement required by Section 302 has been provided to National   Rural Utilities Cooperative Finance Corporation and will be retained by   National Rural Utilities Cooperative Finance Corporation and furnished   to the Securities and Exchange Commission or its staff upon request.         EX-31.2 5 exhibit312.htm    Exhibit 31.2        Exhibit 31.2              National Rural Utilities Cooperative Finance   Corporation    Certification Pursuant to Section 302 of the   Sarbanes-Oxley Act of 2002    (18 U.S.C. Section 1350)        I, Steven L. Lilly, certify   that:        1. I have reviewed   this annual report on Form 10-K, and all reports on Form 8-K containing   distribution or servicing reports filed in respect of periods included   in the year covered by this annual report, of the Rural Electric   Cooperative Grantor Trust (KEPCO) Series 1997;         2. Based on my   knowledge, the information in these reports, taken as a whole, does not   contain any untrue statement of a material fact or omit to state a   material fact necessary to make the statements made, in light of the   circumstances under which such statements were made, not misleading as   of the last day of the period covered by this annual report;         3. Based on my   knowledge, the distribution or servicing information required to be   provided to the trustee by the servicer under the pooling and servicing,   or similar, agreement, for inclusion in these reports is included in   these reports;         4. I am responsible   for reviewing the activities performed by the servicer under the pooling   and servicing , or similar, agreement, and based upon my knowledge and   the annual compliance review required under the pooling and servicing,   or similar, agreement, and except as disclosed in the report, the   servicer has fulfilled its obligations under that agreement; and           5. The reports   disclose all significant deficiencies relating to the servicer's   compliance with the minimum servicing standards based upon the report   provided by an registered independent public accounting firm, after   conducting a review in compliance with the Uniform Single Attestation   Program for Mortgage Bankers or similar procedure, as set forth in the   pooling and servicing, or similar, agreement, that is included in these   reports.              Date: March 30, 2006                    /s/ STEVEN L. LILLY          Steven L. Lilly         Chief Financial Officer           A signed original of this   written statement required by Section 302 has been provided to National   Rural Utilities Cooperative Finance Corporation and will be retained by   National Rural Utilities Cooperative Finance Corporation and furnished   to the Securities and Exchange Commission or its staff upon request.         EX-32.2 6 exhibit322.htm    Exhibit 32.2        EXHIBIT 32.2         Rural Electric Cooperative Grantor Trust (KEPCO)   Series 1997    Certification Pursuant to Section 906 of the   Sarbanes-Oxley Act of 2002    (18 U.S.C. Section 1350)        Pursuant to the requirements   of Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Sections   1350(a) and (b)), the undersigned hereby certifies as follows:        1. I am the Chief   Financial Officer of National Rural Utilities Cooperative Finance   Corporation ("CFC") "), servicer of the Rural Electric Cooperative   Grantor Trust (KEPCO) Series 1997.         2. To the best of   my knowledge:             (A) The Rural Electric   Cooperative Grantor Trust (KEPCO) Series 1997's March 30, 2006 Form 10-K   filed with the Securities and Exchange Commission (the "Report") fully   complies with the requirements of Section 13(a) or 15(d) of the   Securities Exchange Act of 1934 (the "Exchange Act"); and             (B) The information in the   Report fairly presents, in all material respects, the financial   condition and results of operations of the Rural Electric Cooperative   Grantor Trust (KEPCO) Series 1997.                 Dated:     March   30, 2006          By:      /s/ STEVEN L. LILLY           Steven L. Lilly         Chief Financial   Officer          A signed   original of this written statement required by Section 906 has been   provided to Rural Electric Cooperative Grantor Trust (KEPCO) Series 1997   and will be retained by Rural Electric Cooperative Grantor Trust (KEPCO)   Series 1997 and furnished to the Securities and Exchange Commission or   its staff upon request.          EX-99 7 exhibit99.htm    Exhibit 99          Exhibit 99         J. P. MORGAN CHASE & CO.       And   MORGAN GUARANTY TRUST COMPANY OF NEW YORK         As of December 31, 2000, Morgan Guaranty Trust Company of New York ("Morgan Guaranty") was a wholly owned bank subsidiary of J.P. Morgan Chase & Co., a Delaware corporation whose principal office is located in New York, New York. Morgan Guaranty was a commercial bank offering a wide range of banking services to its customers both domestically and internationally. Its business was subject to examination and regulation by Federal and New York State banking authorities.         On November 10, 2001, J. P. Morgan & Co. merged with The Chase Manhattan Bank. Upon consummation of the merger, The Chase Manhattan Bank changed its name to JP Morgan Chase & Co.         The following table sets    forth certain summarized financial information of J.P. Morgan Chase    & Co. and for Morgan Guaranty as of the dates and for the periods    indicated. The information presented for the years ended December    31, 2005, 2004, 2003, 2002, and 2001 in accordance with generally    accepted accounting principles.              As of or for the year ended December 31,    Heritage JP Morgan Chase Only      (Dollars in millions)    2005      2004   (e)       2003      2002      2001                         Balance Sheet Data                                                                      Total Loans  $  419,148     $  402,114     $   214,766    $  216,364    $  217,444        Total Assets  $  1,198,942    $  1,157,248    $   770,912    $  758,800    $  693,575                                           Total Deposits  $  554,991    $  521,456    $   326,492    $  304,753    $  293,650        Total Liabilities  $  1,091,731    $  1,051,595    $   724,758    $  716,494    $  652,476                                           Allowance for Credit Losses  $  7,490    $  7,812    $   4,847    $  5,713    $  4,806                                           Stockholder's Equity  $  107,211    $  105,653    $   46,154    $  42,306    $  41,099             As of or for the year ended December 31,    Heritage JP Morgan Chase Only      (Dollars in millions)    2005      2004   (e)       2003      2002       2001                                       Income Statement Data                                                                     Total Net Revenue  $  54,533    $  43,097    $   33,384    $  29,619    $   29,344                                         Provision for Credit   Losses  $  3,483    $  2,544    $   1,540    $  4,331    $   3,182                                         Net Revenue After                                   Provision for Credit   Losses  $  51,050    $  40,553    $   31,844    $  25,288    $   26,162                                         Noninterest Expense  $  38,835    $  34,359    $   21,816    $  22,764    $   23,596                                         Income before Income Taxes  $  12,215    $  6,194    $   10,028    $  2,519    $   2,566                                         Income Taxes  $  3,732    $  1,728    $   3,309    $  856    $   847                                         Net Income  $  8,483    $  4,466    $   6,719    $  1,663    $   1,694       (e) 2004 results include six months of the combined Firm's results and six months of JPMorgan Chase results.         J.P. Morgan Chase & Co. will provide without charge a copy of the Form 10-K for the fiscal year ended December 31, 2005 and a copy of the most recent quarterly Consolidated Reports of Condition and Income filed with the Board of Governors of the Federal Reserve System, with exhibits omitted. Written requests should be directed to: Office of the Secretary, J.P. Morgan Chase & Co., 270 Park Avenue, New York, New York 10017.         The information set forth above relates to and has been obtained from J.P. Morgan Chase & Co. The delivery of this 10-K shall not create any implication that there has been no change in the affairs of J.P. Morgan Chase & Co since the date hereof, or that the information contained herein or referred to above is correct as of any time subsequent to its date.         Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of Fairfax, Commonwealth of Virginia on the 30th day of March, 2006.          RURAL ELECTRIC COOPERATIVE GRANTOR TRUST (KEPCO) SERIES 1997                                  By:      NATIONAL RURAL UTILITIES COOPERATIVE                                        FINANCE CORPORATION as Servicer                                                  By:       /s/ SHELDON C. PETERSEN                                                      Sheldon C. Petersen, Governor and                                                         Chief Executive Officer          -----END PRIVACY-ENHANCED MESSAGE-----