Pricing Supplement Dated March 22, 2007 |
(To Offering Circular dated October 17, 2005 |
and Offering Circular Supplement, dated October 24,
2005) |
Fannie Mae Investment Notes
Universal Debt Facility
Title: |
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5.00% Notes Due September 28, 2011 |
This Pricing Supplement relates to the issue of Fannie Mae Investment Notes
described below (the " Notes "). You should read it together with the Offering
Circular, dated October 17, 2005 (the "Offering Circular"), and the Offering
Circular Supplement, dated October 24, 2005 (the "Supplement"), 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.
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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.
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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, the Supplement
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 and Survivor's Option
(as defined in the Supplement)); |
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the suitability of your investing in the Notes in light
of your particular situation; |
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the appropriate tools to analyze a possible investment
in the Notes; and |
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possible economic and interest rate scenarios and other
factors that may affect your investment in the Notes. |
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_______________________________
Merrill Lynch & Co.
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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. These risks are especially
important to understand if circumstances arise that will 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.
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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 redemption
period.
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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, you generally would 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.
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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.
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If we redeem a portion of the Notes, the market for the Notes remaining
outstanding may not be very liquid.
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We will have a discretionary right to limit the aggregate principal amount
of Notes subject to that Survivor's Option that may be exercised in any
calendar year. We also will have the discretionary right to limit the aggregate
principal amount of Notes subject to the Survivor's Option that may be
exercised in any calendar year on behalf of any individual deceased beneficial
owner of Notes. Accordingly, we cannot assure you that exercise of a Survivor's
Option for the desired amount will be permitted in any single calendar
year. Furthermore, a Survivor's Option may not be exercised until at least
twelve months following the issue date of the Note.
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You should consult your own financial and legal advisors about 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).
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1. |
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Title: |
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5.00% Notes Due September 28, 2011 |
2. |
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Aggregate Original Principal Amount: |
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$8,361,000.00 |
3. |
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Issue Date: |
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March 30, 2007 |
4. |
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Maturity Date: |
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September 28, 2011 |
5. |
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Subject to Redemption by Fannie Mae Prior to Maturity Date |
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X |
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Yes; in whole or in part, at our option, at any time (and
from time to time) on or after March 28, 2008 at a redemption price of
100% of the principal amount redeemed, plus accrued interest thereon to
the date of redemption. |
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X |
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Yes; additional details about the Survivor's Option are
set forth in Annex A to the Supplement, and the form to be used to exercise
the Survivor's Option is attached as Annex B to the Supplement. |
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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 28th day of each March and September |
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c. |
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First Interest Payment Date: |
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September 28, 2007 |
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d. |
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Interest rate per annum: |
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5.00% |
Accrual Method
The accrual method for the Notes is "30/360." The 30-day basis
for these Notes is ISDA 30, which is the standard specified by the International
Swaps and Derivatives Association. See "Description of the Debt Securities--Accrual
Methods" in the Offering Circular for a discussion of the "30/360" accrual
method.
1. |
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Pricing Date: |
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March 22, 2007 |
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100.00 |
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% of principal amount, plus accrued interest, if any, from
the Settlement Date |
3. |
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Dealer Purchase Price: 99.3125% of principal amount |
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c. |
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Proceeds to Fannie Mae: |
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$8,303,518.13 |
1. |
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Settlement Date: |
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March 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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DTC |
4. |
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Form: |
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Global Book-Entry Securities |
Global Agent - Survivor's Option |
Effective October 1, 2006, The Bank of New York Company,
Inc. ("Bank of New York") will act as Fannie Mae's Global Agent with regard
to the exercise of the Survivor's Option for the Notes. The contact information
for Bank of New York with regard to the Survivor's Option for the Notes
has changed. |
Bank of New York's new contact information is as follows: |
Telephone: |
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1-800-516-8216 |
By registered mail: |
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By courier or overnight delivery: |
Bank of New York |
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Bank of New York |
WSS - Survivor Option Processing |
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WSS - Survivor Option Processing |
PO Box 2320 |
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2001 Bryan Street - 9th Floor |
Dallas, TX 75221-2320 |
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Dallas, TX 75201 |
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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 or December 31, 2006. 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.