Fannie Mae 2010 Annual Report Download - page 363

(5)
Represents initial call date. Redeemable every two years thereafter.
(6)
Rate effective September 30, 2010. Variable dividend rate resets every two years at a per annum rate equal to the
two-year CMT rate minus 0.18% with a cap of 11% per year. As of December 31, 2010, the annual dividend rate was
0.27%.
(7)
Rate effective December 31, 2010. Variable dividend rate resets quarterly thereafter at a per annum rate equal to the
greater of 7.00% and 10-year CMT rate plus 2.375%. As of December 31, 2010, the annual dividend rate was 7.00%.
(8)
Issued and outstanding shares were 24,922 both as of December 31, 2010 and 2009, respectively.
(9)
Rate effective December 31, 2010. Variable dividend rate resets quarterly thereafter at a per annum rate equal to the
greater of 4.50% and 3-Month LIBOR plus 0.75%. As of December 31, 2010, the annual dividend rate was 4.50%.
(10)
On November 21, 2007, we issued 20 million shares of preferred stock in the amount of $500 million. Subsequent to
the initial issuance, we issued an additional 1.2 million shares in the amount of $30 million on December 14, 2007
under the same terms as the initial issuance.
(11)
Rate effective December 31, 2010. Variable dividend rate resets quarterly thereafter at a per annum rate equal to the
greater of 7.75% and 3-Month LIBOR plus 4.23%. As of December 31, 2010, the annual dividend rate was 7.75%.
(12)
Represents initial call date. Redeemable every five years thereafter.
(13)
On May 19, 2008, we issued 80 million shares of preferred stock in the amount of $2.0 billion. Subsequent to the
initial issuance, we issued an additional 8 million shares in the amount of $200 million on May 22, 2008 and one
million shares in the amount of $25 million on June 4, 2008 under the same terms as the initial issuance.
As described under “Senior Preferred Stock and Common Stock Warrant” we issued senior preferred stock
that ranks senior to all other series of preferred stock as to both dividends and distributions upon dissolution,
liquidation or winding up of the company. During the conservatorship, the rights and powers of preferred
stockholders (other than holders of senior preferred stock) are suspended. The senior preferred stock purchase
agreement with Treasury also prohibits the payment of dividends on preferred stock (other than the senior
preferred stock) without the prior written consent of Treasury. The conservator also has eliminated preferred
stock dividends, other than dividends on the senior preferred stock.
Each series of our preferred stock has no par value, is non-participating, is non-voting and has a liquidation
preference equal to the stated value per share. None of our preferred stock is convertible into or exchangeable
for any of our other stock or obligations, with the exception of the Convertible Series 2004-1 and Non-
cumulative Mandatory Convertible Series 2008-1.
Shares of the Convertible Series 2004-1 Preferred Stock are convertible at any time, at the option of the
holders, into shares of Fannie Mae common stock at a conversion price of $94.31 per share of common stock
(equivalent to a conversion rate of 1,060.3329 shares of common stock for each share of Series 2004-1
Preferred Stock). The conversion price is adjustable, as necessary, to maintain the stated conversion rate into
common stock. Events which may trigger an adjustment to the conversion price include certain changes in our
common stock dividend rate, subdivisions of our outstanding common stock into a greater number of shares,
combinations of our outstanding common stock into a smaller number of shares and issuances of any shares
by reclassification of our common stock. No such events have occurred.
Holders of preferred stock (other than the senior preferred stock are entitled to receive non-cumulative,
quarterly dividends when, and if, declared by our Board of Directors, but have no right to require redemption
of any shares of preferred stock. Payment of dividends on preferred stock (other than the senior preferred
stock) is not mandatory, but has priority over payment of dividends on common stock, which are also declared
by the Board of Directors. If dividends on the preferred stock are not paid or set aside for payment for a given
dividend period, dividends may not be paid on our common stock for that period. For the year ended
December 31, 2008, dividends declared on preferred stock (excluding the senior preferred stock) were
$1.0 billion. There were no dividends declared or paid on preferred stock (other than the senior preferred
stock) for the year ended December 31, 2010 or 2009.
F-105
FANNIE MAE
(In conservatorship)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)