Fannie Mae 2008 Annual Report Download - page 83

Series 2008-1, at the option of the holders pursuant to the terms of the preferred stock. All series of preferred
stock, other than the senior preferred stock, were issued prior to September 7, 2008.
The securities we issue are “exempted securities” under laws administered by the SEC to the same extent as
securities that are obligations of, or are guaranteed as to principal and interest by, the United States, except
that, under the Regulatory Reform Act, our equity securities are not treated as exempted securities for
purposes of Section 12, 13, 14 or 16 of the Exchange Act. As a result, we do not file registration statements
or prospectuses with the SEC under the Securities Act with respect to our securities offerings.
Information about Certain Securities Issuances by Fannie Mae
Pursuant to SEC regulations, public companies are required to disclose certain information when they incur a
material direct financial obligation or become directly or contingently liable for a material obligation under an
off-balance sheet arrangement. The disclosure must be made in a current report on Form 8-K under Item 2.03
or, if the obligation is incurred in connection with certain types of securities offerings, in prospectuses for that
offering that are filed with the SEC.
Fannie Mae’s securities offerings are exempted from SEC registration requirements, except that, under the
Regulatory Reform Act, our equity securities are not treated as exempted securities for purposes of Section 12,
13, 14 or 16 of the Exchange Act. As a result, we are not required to and do not file registration statements or
prospectuses with the SEC under the Securities Act with respect to our securities offerings. To comply with
the disclosure requirements of Form 8-K relating to the incurrence of material financial obligations, we report
our incurrence of these types of obligations either in offering circulars or prospectuses (or supplements
thereto) that we post on our Web site or in a current report on Form 8-K, in accordance with a “no-action”
letter we received from the SEC staff. In cases where the information is disclosed in a prospectus or offering
circular posted on our Web site, the document will be posted on our Web site within the same time period that
a prospectus for a non-exempt securities offering would be required to be filed with the SEC.
The Web site address for disclosure about our debt securities is www.fanniemae.com/debtsearch. From this
address, investors can access the offering circular and related supplements for debt securities offerings under
Fannie Mae’s universal debt facility, including pricing supplements for individual issuances of debt securities.
Disclosure about our off-balance sheet obligations pursuant to some of the MBS we issue can be found at
www.fanniemae.com/mbsdisclosure. From this address, investors can access information and documents about
our MBS, including prospectuses and related prospectus supplements.
We are providing our Web site address solely for your information. Information appearing on our Web site is
not incorporated into this annual report on Form 10-K.
Purchases of Equity Securities by the Issuer
The following table shows shares of our common stock we repurchased during the fourth quarter of 2008.
Total
Number of
Shares
Purchased
(1)
Average
Price Paid
per Share
Total Number of
Shares Purchased as
Part of Publicly
Announced
Program
(2)
Maximum Number of
Shares that
May Yet be
Purchased Under
the Program
(3)
(Shares in thousands)
2008
October 1-31 . . . . . . . . . . . . . . . . . . . . . . . . . 12 $1.43 — 55,785
November 1-30 . . . . . . . . . . . . . . . . . . . . . . . 8 0.62 — 54,117
December 1-31 . . . . . . . . . . . . . . . . . . . . . . . . 12 0.70 — 52,949
Total ............................. 32 — — —
(1)
Consists of shares of common stock reacquired from employees to pay an aggregate of approximately $30,000 in
withholding taxes due upon the vesting of previously issued restricted stock. Does not include 10,053,599 shares of
Mandatory Convertible Preferred Stock, Series 2008-1 received from holders upon conversion of the preferred shares.
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