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

John R. Dye TeI: (703)$03-2334 8200Jones Branch Driw -Freddie Mac Smbr Vice Wc6ent Fax: (703)903-4080 MS 214 PrincimlDeputy General Cwnsd john-~redd~emac.corn Mclsan, VA 22102-3110 Qrporats Amrs We make home possible" July 18, 2008 Securities Exchange Act of 1934 - Section 13; Form 8-K Office of Chief Counsel Divisionof Corporate Finance 100 F Street, N.E. Washington, DC 20549 Re: Freddie Mac and Form 8-K Requirements for Reporting Material Obligations Ladies and Gentlemen:
On behalf of the Federal Home Loan Mortgage Corporation ("Freddie Mac"), Iam submitting this letter to seek relief in the form of a no-action letter from certain requirements to file a current report on Form 8-K. This letter replaces in its entirety the earlier letter submitted on July 14, 2008. This relief is being requested in connection with the registration of Freddie Mac's common stock under Section 12(g) of the Securities Exchange Act of 1934. ltem 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. An instruction to ltem 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. As discussed more fully below, Freddie Mac requests that the staff of the Division of Corporation Finance not recommend enforcement action to the Securities and Exchange Commission (the "Commission") if, rather than filing current reports on Form 8-K with respect to its issuance of debt securities and mortgage-related securities that are exempt from the registration requirements of the Securities Act of 1933, Freddie Mac provides disclosures with respect to these issuances in the manner described below. The no-action letter being requested would provide the same relief that was previously granted to Fannie Mae, SEC No-Action Letter (August 20, 2004).
I. Background
Freddie Mac's mission is to provide liquidity, stability, and affordability to the U.S. housing market. Freddie Mac fulfills its mission by purchasing residential mortgages and mortgage-related securities in the secondary mortgage market and securitizing them into mortgage-related securities that can be sold to investors. Freddie Mac issues single￾family and multifamily mortgage-related securities for which it guarantees the payment of principal and interest. We also purchase mortgage-related securities and mortgages for our investment portfolio. The company funds its investment activities primarily by issuing short-term and long-term debt.