Blueprint
Rule
424 (b) (3)
Registration
No.: 333-221261
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities Offered
|
Maximum Aggregate
Offering Price
|
Amount of
Registration
Fee(1)(2)
|
|
|
|
Senior Debt Security
|
$100,000.00
|
$12.98
|
(1)
Calculated in accordance with Rule 457 (r) of 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.
TRADE
DATE: April 10,
2020
PRICING
SUPPLEMENT NO. 8449 DATED
April 10, 2020
TO
PROSPECTUS SUPPLEMENT DATED November 3, 2017
AND
BASE PROSPECTUS DATED November 1, 2017
NATIONAL
RURAL UTILITIES COOPERATIVE FINANCE CORPORATION
Medium-Term
Notes, Series D
Due
Nine Months or More from Date of Issue
Principal
Amount:
|
$100,000.00
|
|
|
Issue
Price:
|
100% of
Principal Amount
|
|
|
Original
Issue Date:
|
04/15/2020
|
|
|
Maturity
Date:
|
04/15/2021
|
|
|
Interest
Rate:
|
1.19%
per annum
|
|
|
Regular
Record Dates:
|
Each
January 1 and July 1
|
|
|
Interest
Payment Dates:
|
Each
January 15 and July 15
|
|
|
Redemption
Date:
|
None
|
|
|
Agents
Commission:
|
None
|
|
|
Form of
Note:
|
Certificated
|
(Book-Entry
or Certificated)
|
|
|
|
Other
Terms:
|
None
|
Medium-Term Notes,
Series D may be issued by the Company in an unlimited aggregate
principal amount.
Validity of the Medium-Term
Note
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-24 under the
subsection titled “General” on page S-24 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 accrual basis taxpayer subject to special rules because 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-24 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-31 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. ”