SEC Division of Corporation Finance no-action letter: Federal Home Loan Mortgage Corporation

Freddie
Mac
We make home possible®
8200 Jones Branch Drive
Mclean, VA 22102-3310
June 5, 2015 Securities Exchange Act of 1934 - Section 13; Form 8-K Office of Chief Counsel Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: Revision to Terms of Previously Granted No-action Relief Ladies and Gentlemen:
On behalf of the Federal Home Loan Mortgage Corporation ("Freddie Mac"), I am submitting this letter to seek a minor revision to the terms of the no-action relief previously granted by the staff of the Division of Corporation Finance to Freddie Mac from the obligation to file a Form 8-K under Item 2.03 for issuances of the company's debt and mortgage-related securities. See Federal Home Loan Mortgage Corporation (July 18, 2008) (the "2008 Letter," a copy of which is attached as Exhibit A).
I. Background
Freddie Mac requested the relief in the 2008 Letter in connection with the registration of its common stock under Section 12(g) of the Securities Exchange Act of 1934 ("Exchange Act"), which registration became effective on July 18, 2008. Freddie Mac is requesting a minor revision to the terms of the 2008 Letter that would allow Freddie Mac to provide summary information about its issuances of mortgage-related securities on its web site each month in lieu of furnishing that information with a Form 8-K. Item 2.03 of Form 8-K requires issuers to file a current report upon the creation of a material direct financial obligation or a material obligation under an off-balance sheet arrangement Instruction 5 to Item 2.03 provides that no Form 8-K is required under that item as a result of the sale of a security in a registered offering if certain conditions are met Specifically, Instruction 5 relieves an issuer from the Form 8-K requirement if:

• the prospectus relating to the sale contains the required Form 8-K disclosure; and
• such prospectus is timely filed in accordance with Rule 424 under the Securities Act of
  1933 ("Securities Act").
  Debt and mortgage-related securities issued or guaranteed by Freddie Mac are exempt from the registration requirements of the Securities Act under Freddie Mac's legislative charter, and Freddie Mac does not file registration statements with the Securities and Exchange Commission ("Commission") for its offerings of such securities. As a result, the relief afforded by Instruction 5 to Item 2.03 of Form 8-K is not available to Freddie Mac.