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National Rural Utilities Cooperative Finance Corporation Announces Refinancing of Debt Through Exchange Offer

Offer to Exchange up to $175 Million Principal Amount of Its 8.00% Medium Term Notes, Series C, Due 2032

DULLES, VA -- (Marketwired) -- 04/21/14 -- National Rural Utilities Cooperative Finance Corporation ("CFC") announced today that it has commenced an exchange offer to certain eligible holders (the "Exchange Offer") for up to $175 million aggregate principal amount of its 8.00% Medium Term Notes, Series C, due 2032 (the "Old Notes"), for consideration of newly issued 4.023% Collateral Trust Bonds due November 1, 2032 (the "New Bonds") and cash. The New Bonds will comprise part of the same series as, and are expected to be fungible for U.S. federal income tax purposes with, the $379,372,000 aggregate principal amount of 4.023% Collateral Trust Bonds due November 1, 2032 (CUSIP 637432 MS1) (the "Existing Bonds") that CFC initially issued on October 16, 2012. An eligible holder is a holder of Old Notes who has certified in an eligibility letter certain matters to CFC, including its status as a "qualified institutional buyer" as defined in Rule 144A under the Securities Act or who is a person other than a "U.S. person" as defined in Rule 902 under the Securities Act (the "Eligible Holders"). CFC commenced the Exchange Offer to improve its overall cost of funding.

Details Regarding the Exchange Offer
The consideration offered in the Exchange Offer will be determined using a modified "Dutch Auction," all as more fully described in the Offer to Exchange dated April 21, 2014 (the "Offering Memorandum") and related Letter of Transmittal. Eligible Holders of Old Notes who validly tender and do not validly withdraw on or before 5:00 p.m., New York City time, on May 2, 2014, subject to any extension by CFC (the "Early Participation Date"), will be eligible to receive the total consideration (the "Total Exchange Consideration"), which includes an early participation amount equal to $30 per $1,000 principal amount of Old Notes (the "Early Participation Amount"). Eligible Holders of Old Notes who tender after the Early Participation Date but on or prior to the expiration date, which is 12:00 midnight, New York City time, on May 16, 2014 (the "Expiration Date"), will be eligible to receive only the exchange consideration ("Exchange Consideration"), namely the Total Exchange Consideration less the Early Participation Amount. Tendered Old Notes may be validly withdrawn at any time prior to 5:00 p.m., New York City time, on May 2, 2014, unless extended by us (such date and time, as the same may be extended, the "Withdrawal Date") but not thereafter. Old Notes tendered after the Withdrawal Date may not be withdrawn. Acceptance of validly tendered Old Notes may be subject to proration as described in the Offering Memorandum.

Each Eligible Holder tendering Old Notes in the Exchange Offer must specify the minimum Total Exchange Consideration (a "Bid Price") that such eligible holder would be willing to receive in exchange for each $1,000 principal amount of Old Notes the Eligible Holder choses to validly tender in the Exchange Offer that is not less than the minimum acceptable bid price of $1,415 (the "Base Price") or greater than the maximum bid price of $1,445, as set forth in the table below, provided that Eligible Holders who validly tender Old Notes without specifying a Bid Price will be deemed to have specified the Base Price as their Bid Price.

                                                   Composition of
                                   Acceptable Bid  Total Exchange
                                     Price Range    Consideration
                                   --------------  --------------
                          Particip-        Maximum
 Security/   Outstanding    ation   Base    Bid
   CUSIP      Principal    Amount   Price  Price      New          New Bonds
  Number       Amount        (1)     (2)    (2)      Bonds   Cash  Price (3)
----------  ------------  -------- ------ -------  -------- -----  ---------
   8.00%    $660,275,000     $30   $1,415  $1,445     70%    30%    $969.92
 Series C,
due 2032 /

(1) Per $1,000 principal amount of Old Notes accepted for exchange.
(2) Per $1,000 principal amount of Old Notes accepted for exchange. Includes the Early Participation Amount.
(3) Per $1,000 principal amount of New Bonds.

The Total Exchange Consideration and the Exchange Consideration will be payable in cash and New Bonds in accordance with the terms and conditions set forth in the Offering Memorandum. Acceptance of validly tendered Old Notes may be subject to proration as described in the Offering Memorandum. In addition, Eligible Holders who validly tender Old Notes that are accepted for exchange by us will receive a cash payment representing Accrued Interest for those Old Notes exchanged in the Exchange Offer (less an amount equal to accrued interest on the New Bonds at the time of their issuance on the Settlement Date).

The New Bonds to be issued in the Exchange Offer have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. Therefore, the New Bonds may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

In connection with the Exchange Offer, CFC will enter into a registration rights agreement with respect to the New Bonds.

The Exchange Offer is conditioned upon certain conditions described in the Offering Memorandum. CFC expressly reserves the right, at its sole discretion, subject to applicable law, to terminate the Exchange Offer at any time prior to the Expiration Date.

The Exchange Offer is only made, and copies of the documents relating to the Exchange Offer will only be made available, to the Eligible Holders. Documents relating to the Exchange Offer will only be distributed to holders of the Old Notes that complete and return a letter of eligibility confirming that they are Eligible Holders. Holders of the Old Notes that desire a copy of the eligibility letter may contact D.F. King & Co., Inc., the information agent for the Exchange Offer, by calling toll-free (800) 967-4604 or collect (212) 269-5550 (banks and brokerage firms) or by e-mail at [email protected].

This press release does not constitute an offer to sell or purchase, or a solicitation of offer to sell or purchase, or the solicitation of tenders or consents with respect to, the Old Notes. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Exchange Offer is being made solely pursuant to the Offering Memorandum and the related Letter of Transmittal made available to eligible holders of the Old Notes.

Forward-Looking Statements
This press release, including the information incorporated by reference herein, contains forward-looking statements about CFC, including those related to the offering of New Bonds and whether or not CFC will consummate the Exchange Offer. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identified by our use of words such as "intend," "plan," "may," "should," "will," "project," "estimate," "anticipate," "believe," "expect," "continue," "potential," "opportunity" and similar expressions, whether in the negative or affirmative. All statements about future expectations or projection, including statements about loan volume, the adequacy of the loan loss allowance, operating income and expenses, leverage and debt-to-equity ratios, borrower financial performance, impaired loans, and sources and uses of liquidity, are forward-looking statements. Although we believe that the expectations reflected in our forward-looking statements are based on reasonable assumptions, actual results and performance could materially differ. Factors that could cause future results to vary from current expectations include, but are not limited to, general economic conditions, legislative changes including those that could affect our tax status, governmental monetary and fiscal policies, demand for our loan products, lending competition, changes in the quality or composition of our loan portfolio, changes in our ability to access external financing, changes in the credit ratings on our debt, valuation of collateral supporting impaired loans, charges associated with our operation or disposition of foreclosed assets, regulatory and economic conditions in the rural electric industry, non-performance of counterparties to our derivative agreements and the costs and effects of legal or governmental proceedings involving CFC or its members. Some of these and other factors are discussed in our annual and quarterly reports previously filed with the Securities and Exchange Commission. Except as required by law, we undertake no obligation to update or publicly release any revisions to forward-looking statements to reflect new information, future events or changes in expectations after the date on which the statement is made.


Ling Wang
Banking & Investor Relations
Email Contact

Brad Captain
Corporate Relations Group
Email Contact

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