| Pricing Supplement Dated December 23, 2011 |
| (To Offering Circular dated April 08, 2011) |
Universal Debt Facility
| This Pricing Supplement relates to the Debt Securities
described below (the "Notes"). You should read it together with the Offering
Circular dated April 08, 2011 (the "Offering Circular"), relating to the
Universal Debt Facility of the Federal National Mortgage Association ("Fannie
Mae"). Unless defined below, capitalized terms have the meanings we gave
to them in the Offering Circular. |
| The Notes, and 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. |
| 1. |
|
Title: |
|
1.85% Notes Due December 26, 2018 |
| 2. |
|
Form: |
|
Fed Book-Entry Securities |
| 3. |
|
Specified Payment Currency |
|
|
|
a. |
|
Interest: |
|
U.S. dollars |
|
b. |
|
Principal: |
|
U.S. dollars |
| 4. |
|
Aggregate Original Principal Amount: |
|
$100,000,000.00 |
| 5. |
|
Issue Date: |
|
December 28, 2011 |
| 6. |
|
Maturity Date: |
|
December 26, 2018 |
|
Amount Payable on the Maturity Date: |
|
100.00% of principal amount |
| 7. |
|
Subject to Redemption Prior to Maturity Date |
|
|
|
X |
|
Yes; in whole or in part, at our option, on December 26,
2014 at a redemption price of 100% of the principal amount redeemed, plus
accrued interest thereon to the date of redemption. |
| 8. |
|
Interest Category: |
|
Fixed Rate Securities |
|
a. |
|
Frequency of Interest Payments: |
|
semiannually |
|
b. |
|
Interest Payment Dates: |
|
the 26th day of each June and December |
|
c. |
|
First Interest Payment Date: |
|
June 26, 2012 |
|
d. |
|
Interest rate per annum: |
|
1.85% |
| Additional Information Relating to the Notes |
| 1. |
|
Identification Number(s) |
| 3. |
|
Eligibility for Stripping on the Issue Date |
|
___ Minimum Principal Amount: _____________ |
| 1. |
|
Pricing Date: |
|
December 23, 2011 |
| 2. |
|
Method of Distribution: |
|
X Principal |
|
__ Non-underwritten |
| 3. |
|
Dealer: |
|
First Tennessee Bank National Association |
|
X |
|
Fixed Offering Price: 100.00% of principal amount,
plus accrued interest, if any, from the Settlement Date |
|
__ |
|
Variable Price Offering |
| 5. |
|
Dealer Purchase Price: 99.66% of principal amount |
| 6. |
|
Proceeds to Fannie Mae: |
|
$99,660,000.00 |
| 1. |
|
Settlement Date: |
|
December 28, 2011 |
| 2. |
|
Settlement Basis: |
|
delivery versus payment |
| 3. |
|
Settlement Clearing System: |
|
U.S. Federal Reserve Banks |
|
|
RECENT DEVELOPMENTS
Ratings Matters
Standard and Poor’s Ratings Services
On August 8, 2011, Standard and Poor’s Ratings Services (“Standard &
Poor’s”) announced that they had downgraded Fannie Mae senior unsecured
long term debt from “AAA” to “AA+” with a negative outlook. This
announcement followed a similar action by Standard & Poor’s taken on
August 5, 2011 on the United States sovereign long term debt rating.
Standard & Poor’s also announced that Fannie Mae’s debt ratings were
no longer on CreditWatch Negative, and that the ratings on Fannie Mae short-term
debt and subordinated debt remain unchanged at “A-1+” and “A”, respectively.
The action taken by Standard & Poor’s with respect to Fannie Mae’s
ratings was announced at the same time as similar ratings actions on other
institutions with ties to the United States Government, including Freddie
Mac, select Federal Home Loan Banks, and the Farm Credit System.
Moody’s Investors Service
On August 2, 2011, Moody’s Investors Service (“Moody’s”) confirmed the
Aaa rating of institutions directly linked to the United States Government,
including Fannie Mae. Moody’s also announced that the rating outlook
for Fannie Mae and other institutions directly linked to the United States
Government was being revised to negative, following a similar revision
on the outlook of the United States Government.
Fitch Ratings Limited
On November 28, 2011, Fitch Ratings Limited (“Fitch”) affirmed the long-term
issuer default rating and senior unsecured debt rating of Fannie Mae at
‘AAA’, but revised its Ratings Outlook on Fannie Mae’s long-term issuer
default rating to Negative from Stable. This action followed a similar
action by Fitch on the United States sovereign rating. Fitch has
previously indicated that the ratings of Fannie Mae and other issuers with
ties to the United States Government would ultimately be aligned with the
United States sovereign rating assigned by Fitch.
For additional information on the impacts of a credit rating downgrade
on Fannie Mae and its securities, please refer to our most recent periodic
reports filed with the U.S. Securities and Exchange Commission, including
any Risk Factors set forth therein.