424B3 1 ps2002k-29.txt PRICING SUPPLEMENT 2002K-29 Rule 424(b)(3) File Nos. 333-74042 and 333-74042-03 PRICING SUPPLEMENT NO. 29 DATED DECEMBER 12, 2002 (To Prospectus dated December 4, 2001 and Prospectus Supplement dated December 21, 2001) COUNTRYWIDE HOME LOANS, INC. Medium-Term Notes, Series K Due Nine Months or More From Date of Issue Payment of Principal, Premium, if any, and Interest Fully and Unconditionally Guaranteed by COUNTRYWIDE FINANCIAL CORPORATION Fixed Rate Notes Trade Date: December 12, 2002 Book Entry: |X| Public Offering Price: 99.563% Certificated: |_| Agent Discount: .400% Principal Amount: $750,000,000 Proceeds, before expenses, to Countrywide Home Loans: $743,722,500 Purchase Price: 99.163% Original Issue Date: December 17, 2002 Stated Maturity Date: December 19, 2007 CUSIP: 22237LND0 Minimum Denomination: $1,000 ISIN: US22237LND00 Specified Currency: U.S. Dollars Common Code: 016007021 Interest Rate: 4.250% Interest Payment Dates: June 19 and December 19 each year, beginning June 19, 2003 Record Dates: June 4 and December 4 Redemption: Repayment: Check box opposite applicable paragraph: Check box opposite applicable paragraph: |X| The Notes cannot be redeemed prior to maturity. |X| The Notes cannot be repaid prior to maturity. |_| The Notes may be redeemed prior to maturity. |_| The Notes may be repaid prior to maturity. The Notes to which this Pricing Supplement relate will constitute unsecured and unsubordinated indebtedness of Countrywide Home Loans and will rank equally with Countrywide Home Loans' other unsecured and unsubordinated indebtedness. As of September 30, 2002, Countrywide Financial Corporation (formerly known as Countrywide Credit Industries, Inc.) did not have any secured indebtedness outstanding, and Countrywide Home Loans had $280,226,889 of secured indebtedness outstanding. As of that date, Countrywide Home Loans had $16,017,992,015 aggregate principal amount of unsecured and unsubordinated indebtedness outstanding, which indebtedness ranked equally with the other unsecured and unsubordinated indebtedness of Countrywide Home Loans and will rank equally with the Notes to which this Pricing Supplement relates. Joint Book-Running Managers ABN AMRO INCORPORATED BANC OF AMERICA SECURITIES LLC LEHMAN BROTHERS Lead Managers BARCLAYS CAPITAL COUNTRYWIDE SECURITIES CORPORATION Co-Managers BNP PARIBAS DEUTSCHE BANK SECURITIES RBC CAPITAL MARKETS In connection with the offering, ABN AMRO Incorporated, Banc of America Securities LLC and Lehman Brothers Inc. or their respective affiliates may over-allot or effect transactions which stabilize or maintain the market price of the Notes at a level that might not otherwise prevail. In any jurisdiction where there can only be one stabilizing agent, Lehman Brothers Inc. or its affiliates shall effect such transactions. This stabilizing, if commenced, may be discontinued at any time and will be carried out in compliance with the applicable laws, regulations and rules. DESCRIPTION OF NOTES The following information supplements and, to the extent inconsistent with, replaces the description of the general terms and provisions of the Countrywide Home Loans Medium-Term Notes, Series K, contained in the accompanying Prospectus Supplement and Prospectus. Reopening Countrywide Home Loans may, without the consent of the holders of the Notes, reopen this issue of Notes and issue additional notes of the same series with substantially similar terms (except for the Public Offering Price and Original Issue Date and under some circumstances, the first interest payment date). Form and Settlement The Notes will be represented by one or more global certificates in fully registered form. Each global certificate will be deposited with, or on behalf of, The Depository Trust Company ("DTC") and registered in the name of DTC or its nominee. Investors may elect to hold their beneficial interests in a global certificate through DTC, Clearstream Banking, societe anonyme,Luxembourg or Euroclear Bank S.A./N.V., as operator of the Euroclear System, if they are participants in such systems, or indirectly through organizations that are participants in such system. Clearstream and Euroclear will hold interests on behalf of their participants through customers' securities accounts in Clearstream's and Euroclear's names on the books of their respective depositaries, which in turn will hold such interests in customers' securities accounts in the depositaries' names on DTC's books. UNDERWRITING Subject to the terms of a Terms Agreement, dated as of December 12, 2002, among Countrywide Home Loans, Countrywide Financial Corporation, ABN AMRO Incorporated, Banc of America Securities LLC, Lehman Brothers Inc., Barclays Capital Inc., Countrywide Securities Corporation, BNP Paribas Securities Corp., Deutsche Bank Securities Inc. and RBC Dominion Securities Corporation (collectively, the "Agents"), Countrywide Home Loans has agreed to sell to the Agents, and the Agents have agreed severally to purchase, the principal amounts of Notes set forth opposite their names below: Principal Amount Agents of the Notes ------ ------------------ ABN AMRO Incorporated $ 133,500,000 Banc of America Securities LLC 133,500,000 Lehman Brothers Inc. 133,500,000 Barclays Capital Inc. 133,500,000 Countrywide Securities Corporation 65,625,000 BNP Paribas Securities Corp. 50,125,000 Deutsche Bank Securities Inc. 50,125,000 RBC Dominion Securities Corporation 50,125,000 ------------------------- $ 750,000,000 Under the terms and conditions of the Terms Agreement, the Agents are committed to take and pay for all of the Notes, if any are taken. The Agents propose to offer the Notes initially at the public offering price set forth on the cover page of this Pricing Supplement and to certain dealers at such price less a concession not in excess of .250% of the principal amount of the Notes. The Agents may allow, and the dealers may reallow, a discount not in excess of .100% of the principal amount of the Notes on sales to certain other dealers. After the initial public offering, the public offering price and other selling terms may from time to time be varied by the Agents. The Notes are a new issue of securities with no established trading market. Countrywide Home Loans has been advised by the Agents that they intend to make a market in the Notes, but they are not obligated to do so and may discontinue market making at any time without notice. No assurance can be given as to the liquidity of the trading market for the Notes. Countrywide Home Loans has agreed to indemnify the Agents against certain liabilities under the Securities Act of 1933, as amended, as described in the accompanying Prospectus Supplement. ------------------ You should rely only on the information contained or incorporated by reference in this Pricing Supplement and the accompanying Prospectus Supplement and Prospectus. Countrywide Home Loans, Inc. and Countrywide Financial Corporation have not, and the Agents have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. Countrywide Home Loans, Inc. and Countrywide Financial Corporation are not, and the Agents are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this Pricing Supplement and the accompanying Prospectus Supplement and Prospectus is accurate as of the date on the front cover of this Pricing Supplement only. The business, financial condition, results of operations and prospects of Countrywide Home Loans, Inc. and Countrywide Financial Corporation may have changed since that date.