|
Title of Each Class ofSecurities Offered
|
Maximum AggregateOffering Price
|
Amount ofRegistration Fee(1)(2)
|
||
|
3.050%
InterNotes® Due February 15, 2024
|
$1,149,000
|
$139.26
|
||
|
3.500%
InterNotes® Due February 15, 2029
|
$892,000
|
$108.11
|
||
|
(1)
|
Calculated
in accordance with Rule 457(r) under the Securities Act of
1933.
|
|
|
|
|
(2)
|
The
amount in this column has been transmitted to the SEC in connection
with the securities offered by means of this pricing
supplement.
|
|
|
|
|
CUSIP Number
|
Principal
Amount
|
Selling
Price
|
Gross
Concession
|
Net
Proceeds
|
Coupon
Type
|
Coupon
Rate
|
Coupon Frequency
|
Maturity
Date
|
1st
Coupon Date
|
1st
Coupon Amount
|
Survivor's
Option
|
Product
Ranking
|
|
63743FH58
|
$1,149,000
|
100%
|
1.250%
|
$1,134,637.50
|
Fixed
|
3.050%
|
MONTHLY
|
02/15/2024
|
03/15/2019
|
$1.95
|
Yes
|
Senior
Unsecured Notes
|
|
CUSIP Number
|
Principal
Amount
|
Selling
Price
|
Gross
Concession
|
Net
Proceeds
|
Coupon
Type
|
Coupon
Rate
|
Coupon Frequency
|
Maturity
Date
|
1st
Coupon Date
|
1st
Coupon Amount
|
Survivor's
Option
|
Product
Ranking
|
|
63743FH66
|
$892,000
|
100%
|
1.800%
|
$875,944.00
|
Fixed
|
3.500%
|
MONTHLY
|
02/15/2029
|
03/15/2019
|
$2.24
|
Yes
|
Senior
Unsecured Notes
|
|
National
Rural Utilities Cooperative Finance Corp
|
Offering
Dates: Monday, February 11, 2019 through Tuesday, February 19,
2019
Trade
Date: Tuesday, February 19, 2019 @12:00 PM ET
Settlement
Date: Friday, February 22, 2019
Minimum
Denomination/Increments:$1,000.00/$1,000.00
Initial
trades settle flat and clear SDFS: DTC Book Entry only
DTC
number: 0235 via RBC Dain Rauscher Inc.
Agents:
Incapital, LLC, Citigroup, J.J.B. Hilliard, W.L. Lyons, Inc.,
Wells
Fargo
Advisors, RBC Capital Markets
If the
maturity date or an interest payment date for any note is not a
Business
Day (as
term is defined in Prospectus), principal, premium, if any, and
interest
for
that note is paid on the next Business Day, and no interest will
accrue from,
and
after, the maturity date or interest payment date.
Validity
of the Notes
In the
opinion of Hogan Lovells US LLP, as counsel to the Company, when
the
notes
offered by this pricing supplement have been executed and issued by
the
Company
and authenticated by the trustee pursuant to the indenture,
and
delivered
against payment as contemplated herein, such notes will
constitute
valid
and binding obligations of the Company, subject to
bankruptcy,
insolvency,
reorganization, receivership, moratorium and other laws
affecting
creditors?
rights (including, without limitation, the effect of statutory and
other
law
regarding fraudulent conveyances, fraudulent transfers and
preferential
transfers),
and by the exercise of judicial discretion and the application
of
principles
of equity, good faith, fair dealing, reasonableness,
conscionability
and
materiality (regardless of whether the applicable agreements
are
considered
in a proceeding in equity or at law).
This
opinion is based as to matters of law solely on applicable
provisions of the
following,
as currently in effect: (i) the District of Columbia
Cooperative
Association
Act, as amended (the ?Cooperative Association Act?) and (ii)
the
laws of
the State of New York (but not including any laws,
statutes,
ordinances,
administrative decisions, rules or regulations of any
political
subdivision
below the state level). In addition, this opinion is subject
to
customary
assumptions about the trustee?s authorization, execution
and
delivery
of the indenture and its authentication of the notes and the
validity,
binding
nature and enforceability of the indenture with respect to the
trustee,
all as
stated in the letter of such counsel dated November 3, 2017, which
has
been
filed as an exhibit to a Current Report on Form 8-K by the Company
on
November
3, 2017.
Material U.S. Federal Income Tax Considerations
The
disclosure in the Prospectus Supplement dated November 3, 2017
(the
"Prospectus
Supplement") relating to the Prospectus dated November 1,
2017
(the
"Base Prospectus" and together with the Prospectus Supplement
the
"Prospectus")
in the section titled "Material U.S. Federal Income
Tax
Considerations"
beginning on page S-26 under the subsection titled
"General"
on page
S-26 is amended and restated as follows:
"General
This
section summarizes the material U.S. tax considerations to holders
of the
notes.
However,the discussion is limited in the following
ways:
● The discussion only
covers you if you buy your notes in the initial
offering of a particular issuance of notes.
● The discussion only
covers you if you hold your notes as a capital
asset (generally, for investment purposes), your
?functional
currency? is the U.S. dollar (if you are a U.S. holder) and you
do
not have a special tax status, such as an accrued basis
taxpayer
subject to special rules as a result of your use of
financial
statements.
● The discussion does
not cover tax consequences that depend upon
your particular tax situation in addition to your ownership of
the
notes, such as your holding the notes in connection with a
hedging,
straddle or conversion transaction. We suggest that you
consult
your tax advisor about the consequences of holding the notes
in
your particular situation.
● The discussion does
not cover you if you are a partner in a
partnership (or an entity treated as a partnership for U.S.
tax
purposes). If a partnership holds the notes, the tax treatment of
a
partner will generally depend upon the status of the partner
and
upon the activities of the partnership. If you are a partner of
a
partnership holding the notes, we suggest that you consult your
tax
advisor.
● The discussion is
based on current law. Changes in the law may
change the tax treatment of the notes.
● The discussion does
not cover state, local or foreign law, and,
except for the U.S. federal estate tax consequences
discussed
below with respect to Non-U.S. holders, does not cover any
U.S.
federal tax consequences other than income tax
consequences.
● This discussion
does not cover the Medicare tax that may be
imposed on the "net investment income" of U.S. holders that
are
individuals, estates or trusts.
● The discussion does
not cover every type of notes that we might
issue. If we intend to issue notes of a type not described in
this
summary, additional tax information will be provided in
the
prospectus supplement for the notes.
● We have not
requested a ruling from the IRS on the tax
consequences of owning the notes. As a result, the IRS
could
disagree with portions of this discussion.
If you are considering buying notes, we suggest that you consult
your tax
advisors about the tax consequences of holding the notes in
your
particular situation."
The
disclosure in the Prospectus Supplement in the section titled
"Material
U.S.
Federal Income Tax Considerations" beginning on page S-26 in
the
subsection
titled "Tax Consequences to Non-U.S. Holders" under the
caption
titled
"Withholdable Payments to Foreign Financial Entities and Other
Foreign
Entities
on the Notes" on page S-33 is amended and restated as
follows:
"The
Foreign Account Tax Compliance Act ("FATCA") imposes a U.S.
federal
withholding
tax of 30% on certain payments to foreign financial
institutions
and
other non-U.S. persons that fail to comply with information
reporting
requirements
in respect of their direct and indirect U.S. shareholders
and/or
U.S.
accountholders. FATCA withholding currently applies to payments
of
interest
on notes. Under certain circumstances, a Non-U.S. holder might
be
eligible
for refunds or credits of such taxes. Prospective investors
are
encouraged
to consult with their own tax advisors regarding the
possible
implication
of this legislation on their investment in the notes."
InterNotes® is a registered
trademark of Incapital Holdings, LLC. All rights
reserved.
|
National Rural Utilities
Cooperative Finance Corp Prospectus Dated November 1,
2017
|