National_Rural_Utilities_Cooperative_Finance_Corp_Supplement_No_456
 
CALCULATION OF REGISTRATION FEE
 
 
 
 
   
Title of Each Class of
Securities Offered
Maximum Aggregate
Offering Price
Amount of
Registration Fee(1)(2)
2.350% InterNotes® Due July 15, 2022
$923,000
$106.98
 
 
(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.
 
 
 
 
 
 
 
Filed Under Rule 424(b)(3), Registration Statement No. 333-199914
 
Pricing Supplement Number 456 Dated Monday, July 3, 2017
 
(To: Prospectus Dated November 6, 2014 and Prospectus Supplement Dated November 10, 2014)
 
 
 
 
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
63743FE36
$923,000
100%
1.250%
$911,462.50
Fixed
2.350%
MONTHLY
07/15/2022
08/15/2017
$2.48
Yes
Senior Unsecured Notes
 
 
 
Redemption Information: Non-Callable


 
 
 


National Rural Utilities Cooperative Finance Corp
Offering Dates: Monday, June 26, 2017 through Monday, July 3, 2017
Trade Date: Monday, July 3, 2017 @12:00 PM ET
Settlement Date: Friday, July 7, 2017
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, Comerica Securities, J.J.B. Hilliard, W.L. Lyons, Inc., Wells Fargo Advisors
 
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 10, 2014, which has been filed as an exhibit to a Current Report on Form 8-K by the Company on November 10, 2014.
 

InterNotes® is a registered trademark of Incapital Holdings, LLC. All rights reserved.
National Rural Utilities Cooperative Finance Corp
Prospectus Dated November 6, 2014