Pricing Supplement Dated January 08, 2007 |
(To Offering Circular dated October 17, 2005) |
Universal Debt Facility
This Pricing Supplement relates to the issue of Debt Securities
described below (the "Notes"). You should read it together with the Offering
Circular dated October 17, 2005 (the "Offering Circular"), relating to
the Universal Debt Facility of the Federal National Mortgage Association
("Fannie Mae"). Capitalized terms used in this Pricing Supplement have
the meanings we gave to them in the Offering Circular, unless we specify
otherwise. |
The Notes, together with interest
thereon, are not guaranteed by the United States and do not constitute
a debt or obligation of the United States or of any agency or instrumentality
thereof other than Fannie Mae.
You should read and understand the following discussion
of certain risk factors before purchasing the Notes. You also should read
and understand the more complete discussion of risk factors that appears
in the Offering Circular beginning on page 7. The following discussion
and the Risk Factors section in the Offering Circular may not describe
all of the risks and investment considerations (including those relating
to your particular circumstances) of an investment in the Notes. |
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You should consult your own financial and legal advisors
about: |
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the risks of an investment in the Notes (for example, the
risks associated with the Notes' redemption feature); |
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the appropriate tools to analyze a possible investment
in the Notes; |
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the suitability of your investing in the Notes in light
of your particular situation (for example, if you need to receive the principal
amount on the Maturity Date or need to receive fixed interest payments
until the Maturity Date, the Notes may not be an appropriate investment
for you because of the Notes' redemption feature); and |
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possible economic and interest rate scenarios and other
factors that may affect your investment. |
Our ability to redeem the Notes before the Maturity Date
is likely to affect the market value of the Notes. During any period when
we may elect to redeem the Notes, the Notes' market value generally will
not rise substantially above the price at which we may redeem the Notes
because of the increased likelihood of redemption. This also may be true
prior to any such period. |
You should not purchase the Notes unless you understand,
can evaluate and are able to bear all risks of an investment in the Notes.
These risks include the risks that the Notes may not be readily saleable,
that the value of the Notes will fluctuate over time, and that such fluctuations
may be significant and could result in significant losses to you. This
is particularly the case if your circumstances may not permit you to hold
the Notes until the Maturity Date. If you sell a Note prior to the Maturity
Date, you may receive sales proceeds (less applicable transaction costs)
that are less than the amount you originally invested. |
We may be expected to redeem the Notes when our cost of
borrowing is lower than the interest rate on the Notes. Because we are
most likely to redeem the Notes when interest rates have fallen, principal
is likely to be returned to you upon redemption at a time when prevailing
interest rates are lower. Therefore, if we redeem the Notes before the
Maturity Date, you generally will not be able to reinvest redemption proceeds
at an effective interest rate as high as the interest rate on the Notes,
and your reinvestment might be at a significantly lower rate. You should
consider the related reinvestment risk in light of other investments available
to you at that time. |
If you are considering purchasing Notes at a premium (or
a discount), you should consider the risk that a redemption relatively
early (or late) following issuance of the Notes could result in an actual
yield that is lower than your anticipated yield. |
If we redeem a portion of the Notes, the market for the
Notes left outstanding may not be very liquid. |
1. |
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Title: |
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Step Rate Notes Due January 30, 2017 |
2. |
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Form: |
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Fed Book-Entry Securities |
3. |
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Specified Payment Currency |
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a. |
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Interest: |
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U.S. dollars |
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b. |
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Principal: |
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U.S. dollars |
4. |
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Aggregate Original Principal Amount: |
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$15,000,000.00 |
5. |
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Issue Date: |
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January 30, 2007 |
6. |
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Maturity Date: |
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January 30, 2017 |
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Amount Payable on the Maturity Date: |
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100.00% of principal amount |
7. |
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Subject to Redemption Prior to Maturity Date |
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X |
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Yes; in whole or in part, at our option, on each Interest
Payment Date, commencing July 30, 2007 at a redemption price of 100% of
the principal amount redeemed, plus accrued interest thereon to the date
of redemption. |
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If we elect to redeem the Notes, we will give notice of
our intention to Holders of Notes not less than 10 days prior to the date
of redemption in the manner described under "Description of the Debt Securities
- Notices" in the Offering Circular. If we redeem a portion of the Notes,
we will redeem a pro rata portion of the outstanding principal amount of
each Note. |
8. |
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Interest Category: |
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Step Rate Securities |
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a. |
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Frequency of Interest Payments: |
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semiannually |
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b. |
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Interest Payment Dates: |
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the 30th day of each January and July |
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c. |
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First Interest Payment Date: |
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July 30, 2007 |
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d |
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The interest rate on the outstanding principal amount will
be as follows: |
from and including |
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to but excluding |
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interest rate per annum |
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January 30, 2007 |
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January 30, 2009 |
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5.50% |
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January 30, 2009 |
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January 30, 2011 |
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5.80% |
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January 30, 2011 |
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January 30, 2013 |
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6.10% |
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January 30, 2013 |
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January 30, 2015 |
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6.40% |
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January 30, 2015 |
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January 30, 2017 |
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6.70% |
1. |
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Pricing Date: |
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January 08, 2007 |
2. |
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Method of Distribution: |
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X Principal |
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__ Non-underwritten |
3. |
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Dealer: |
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Amherst Securities Group LP. |
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Fixed Offering Price: ____% of principal amount, plus accrued
interest, if any, from _____ |
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X |
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Variable Price Offering |
5. |
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Dealer Purchase Price: 99.49% of principal amount |
6. |
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Proceeds to Fannie Mae: |
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$14,923,500.00 |
1. |
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Settlement Date: |
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January 30, 2007 |
2. |
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Settlement Basis: |
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delivery versus payment |
3. |
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Settlement Clearing System: |
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U.S. Federal Reserve Banks |
UNITED STATES TAXATION
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The Notes and payments thereon generally are subject to
taxation. Therefore, you should consider the tax consequences of owning
and receiving payments on the Notes before acquiring them. |
We have engaged Dewey Ballentine LLP as special tax counsel
to review the discussion in the Offering Circular under the heading "United
States Taxation." They have given us their opinion that the discussion
correctly describes the principal aspects of the U.S. federal tax treatment
of beneficial owners of Notes. They have also given us their opinion that
the following discussion is a correct summary of some of the tax rules
described in the Offering Circular that are particularly important to individual
investors who purchase Notes. This discussion, and the discussion in the
Offering Circular, are general discussions that may not apply to your particular
circumstances. |
A beneficial owner of a Note generally will include interest
on the Note as ordinary income in accordance with his or her method of
accounting for federal income tax purposes. Beneficial owners using the
cash method of accounting, including most individuals, generally must include
interest in income in the year in which they receive payment. Beneficial
owners using the accrual method of accounting generally must include interest
in income during the year in which it is earned or accrued, without regard
to when they receive payment. |
When you sell, exchange or otherwise dispose of a Note
you generally will recognize gain or loss equal to the difference between
the amount you paid for the Note and the sales price. Such gain or loss
generally will be capital gain or loss, except to the extent attributed
to accrued interest. Any capital gain or loss will be long-term capital
gain or loss if at the time of disposition you have held the Note for more
than one year. |
Payments of interest on, and proceeds from the sale of,
a Note held by an individual and certain other non-exempt holders generally
must be reported to both the Internal Revenue Service and to the individual.
Backup withholding of U.S. federal income tax may apply to payments made
on a Note unless you provide your taxpayer identification number, certified
under penalties of perjury, and certain other information. Generally, an
individual's taxpayer identification number is his or her Social Security
number. |
For a more detailed discussion of the tax rules applicable
to beneficial owners of Notes, see "United States Taxation" in the Offering
Circular. Different rules may apply to investors who are not U.S. Persons,
who do not hold the Note as capital assets, or to whom other special circumstances
may apply. If you are considering purchasing a Note you should consult
your own tax advisors to determine the tax consequences to you. |
The Notes or interest thereon are not exempt from taxation
by any state, locality or other governmental unit. |
X Additional Tax Information: The Notes may be
issued with OID or at a premium. See "United States Taxation - U.S. Persons
- Debt Securities Issued at a Discount" and "United States Taxation - U.S.
Persons - Debt Securities Purchased at a Premium" in the Offering Circular. |
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U.S. Treasury Circular 230 Notice
The tax discussions contained in the
Offering Circular and this Pricing Supplement were not intended or written
to be used, and cannot be used, for the purpose of avoiding United States
federal tax penalties. These discussions were written to support
the promotion or marketing of the transactions or matters addressed in
this Pricing Supplement. You should seek advice based on your particular
circumstances from an independent tax advisor.
RECENT DEVELOPMENTS
Our safety and soundness regulator, the Office of
Federal Housing Enterprise Oversight (“OFHEO”), announced in July 2003
that it was conducting a special examination of our accounting policies
and practices, and in September 2004 issued a preliminary report of its
findings to date. OFHEO subsequently identified additional accounting
and internal control issues in February 2005, and issued its Report of
the Special Examination of Fannie Mae (the “OFHEO Report”) on May 23, 2006.
On December 22, 2004, we reported that the Audit
Committee of our Board of Directors (the “Board”) had determined that our
previously filed interim and audited financial statements and the independent
auditor’s reports thereon for the period from January 2001 through the
second quarter of 2004 should no longer be relied upon because such financial
statements were prepared using accounting principles that did not comply
with U.S. generally accepted accounting principles (“GAAP”). We subsequently
initiated an extensive restatement and re-audit of our financial statements
with our new independent auditor, Deloitte & Touche LLP.
On December 6, 2006, we filed our Annual Report on
Form 10-K for the fiscal year ended December 31, 2004 (“2004 10-K”), which
included consolidated financial statements for 2004 and a restatement of
previously issued financial information for 2002, 2003, and the first two
quarters of 2004. Restatement adjustments relating to periods prior
to January 1, 2002 are presented in our 2004 10-K as adjustments to retained
earnings as of December 31, 2001.
Our Board and management have initiated numerous
internal and external reviews of our accounting processes and controls,
our financial reporting processes, and our application of GAAP.
See “Risk Factors – Ongoing Internal and External Investigations” in our
Offering Circular. One of these external investigations was conducted
by the law firm of Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul
Weiss”), under the direction of former U.S. Senator Warren Rudman.
On February 23, 2006, the Paul Weiss report to the Special Committee of
the Board was publicly released, and included numerous findings about Fannie
Mae’s accounting policies, practices and systems, compensation practices,
corporate governance, and internal controls. On February 24, 2006,
we filed a Form 8-K with the U.S. Securities and Exchange Commission (the
“SEC”) that includes the Paul Weiss report.
The OFHEO Report presents OFHEO’s findings about
Fannie Mae’s corporate culture, executive compensation programs, accounting
policies and internal controls, internal and external auditors, senior
management, and the Board. In conjunction with the release of the
OFHEO Report, Fannie Mae entered into settlement agreements with both OFHEO
and the SEC on May 23, 2006. The settlement agreements require Fannie
Mae to pay civil penalties totaling $400 million. In addition, the
settlement agreement with OFHEO requires Fannie Mae to undertake certain
remedial actions within a specified time frame to address the recommendations
contained in the OFHEO Report, including an undertaking by Fannie Mae not
to increase its “mortgage portfolio” assets except as permitted by a plan
to be submitted by Fannie Mae for approval by OFHEO. The settlement
agreements constitute comprehensive settlements between Fannie Mae and
both OFHEO and the SEC relating to the activities of Fannie Mae during
the time period in question. Please refer to our Form 8-K filed with
the SEC on May 30, 2006 for further information about the OFHEO Report
and the settlement agreements. A complete copy of the OFHEO Report
is available on OFHEO’s website at www.ofheo.gov.
On July 20, 2006, the Federal Reserve Board implemented
revisions to its payment systems risk policy requiring all government sponsored
enterprises, including Fannie Mae, to fully fund their accounts with the
Federal Reserve Banks before making payments to debt and mortgage-backed
securities investors. Fannie Mae complied with this policy by entering
into various funding agreements with market participants. In connection
with this policy change, Fannie Mae also entered into a new fiscal agency
agreement with the Federal Reserve Bank of New York. In addition,
Fannie Mae, as trustee for its mortgage-backed securities, invests collections
on mortgage loans underlying our mortgage-backed securities in highly rated
financial instruments, which may include Fannie Mae's senior debt securities
or other debt securities if certain rating requirements are satisfied.
On August 24, 2006, we announced that we had been
advised by the United States Attorney’s Office for the District of Columbia
that it was discontinuing its investigation of Fannie Mae’s accounting
policies and practices, and did not plan to file charges against Fannie
Mae. Please refer to our Form 8-K filed with the SEC on August 24,
2006 for further information.
We filed our 2004 10-K with the SEC on December 6,
2006. We have not filed Quarterly Reports on Form 10-Q for the first,
second and third quarters of 2005, or the first, second and third quarters
of 2006, nor have we filed our Annual Reports on Form 10-K for the year
ended December 31, 2005. See “Risk Factors – Lack of Financial Information
about Fannie Mae” in our Offering Circular.
Form 8-Ks that we file with the SEC prior to the
completion of the offering of the Notes are incorporated by reference in
the Offering Circular. This means that we are disclosing information
to you by referring you to those documents. You should refer to “Additional
Information about Fannie Mae” in the Offering Circular for further details
on the information that we incorporate by reference in the Offering Circular
and where to find it.