-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CSG7LSWTE+5q0hi0b9JIcbfl7p3flbrADLe/7uu5TzzEbtU1tnwH1O1auntlRVvv Pyj913CxGXPhdy2h6dDFpA== 0000025191-05-000205.txt : 20051219 0000025191-05-000205.hdr.sgml : 20051219 20051216174347 ACCESSION NUMBER: 0000025191-05-000205 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20051219 DATE AS OF CHANGE: 20051216 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COUNTRYWIDE FINANCIAL CORP CENTRAL INDEX KEY: 0000025191 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 132641992 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-114270 FILM NUMBER: 051270724 BUSINESS ADDRESS: STREET 1: 4500 PARK GRANADA BLVD CITY: CALABASAS STATE: CA ZIP: 91302 BUSINESS PHONE: 8182253000 MAIL ADDRESS: STREET 1: 4500 PARK GRANADA BLVD CITY: CALABASAS STATE: CA ZIP: 91302 FORMER COMPANY: FORMER CONFORMED NAME: COUNTRYWIDE CREDIT INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COUNTRYWIDE HOME LOANS INC CENTRAL INDEX KEY: 0000814509 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 132631719 STATE OF INCORPORATION: NY FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 333-114270-03 FILM NUMBER: 051270725 BUSINESS ADDRESS: STREET 1: 4500 PARK GRANADA BLVD CITY: CALABASAS STATE: CA ZIP: 91302 BUSINESS PHONE: 8182253000 MAIL ADDRESS: STREET 1: 4500 PARK GRANADA CITY: CALABASAS STATE: CA ZIP: 91302 FORMER COMPANY: FORMER CONFORMED NAME: COUNTRYWIDE FUNDING CORP DATE OF NAME CHANGE: 19931018 424B2 1 ps2005a-20.txt PRICING SUPPLEMENT 2005A-20 Rule 424(b)(2) File Nos. 333-114270 and 333-114270-03 PRICING SUPPLEMENT NO. 20 DATED December 14, 2005 (To Prospectus Dated April 21, 2004 and Prospectus Supplements Dated February 7, 2005 and December 14, 2005) COUNTRYWIDE FINANCIAL CORPORATION Medium-Term Notes, Series A Due Nine Months or More From Date of Issue Payment of Principal, Premium, if any, and Interest Fully and Unconditionally Guaranteed by COUNTRYWIDE HOME LOANS, INC. Floating Rate Notes Trade Date: December 14, 2005 Principal Amount: $500,000,000 Public Offering Price: 100% Proceeds, before expenses, Agent Discount: 0.100% to Countrywide Home Loans: $499,500,000 Purchase Price: 99.900% CUSIP: 22238HAV2 Original Issue Date: December 19, 2005 ISIN: US22238HAV24 Stated Maturity Date: December 19, 2007 Common Code: 023906228 Minimum Denomination: $10,000 Specified Currency: U.S. Dollars Maximum Interest Rate: N/A Interest Rate Basis: LIBOR (Telerate Page 3750)Minimum Interest Rate: N/A LIBOR Currency: U.S. Dollars Interest Factor Convention: N/A Index Maturity: 3 month Interest Factor Convention: N/A Initial Interest Rate: 4.66688% Spread (plus or minus): plus .17% Spread Multiplier: N/A Calculation Agent: The Bank of New York Interest Reset Dates: Quarterly on the 19th of March, June, September and December, commencing March 19, 2006 Redemption: Interest Payment Dates: Quarterly on the 19h of March, June, September and December, commencing March 19, 2006 Record Dates: The fifteenth day preceding the applicable Interest Payment Date Check box opposite applicable paragraph: |X| The Notes cannot be redeemed prior to maturity. |_| The Notes may be redeemed prior to maturity. Repayment: Check box opposite applicable paragraph: |X| The Notes cannot be repaid prior to maturity. |_| The Notes may be repaid prior to maturity. Book Entry: |X| Certificated: |_| Joint Book-Running Managers Deutsche Bank Securities Lehman Brothers Wachovia Securities Joint Lead Manager Countrywide Securities Corporation Co-Managers Dresdner Kleinwort Wasserstein Morgan Stanley RBS Greenwich Capital SG Corporate & Investment Banking In connection with the offering, Deutsche Bank Securities Inc., Lehman Brothers Inc. and Wachovia Capital Markets, LLC 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 Financial Corporation Medium-Term Notes, Series A, contained in the accompanying Prospectus Supplement and Prospectus. Reopening Countrywide Financial Corporation 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 December 14, 2005, among Countrywide Financial Corporation, Countrywide Home Loans, Inc., and Lehman Brothers Inc., on behalf of itself and Deutsche Bank Securities Inc., Wachovia Capital Markets, LLC, Countrywide Securities Corporation, Dresdner Kleinwort Wasserstein Securities LLC, Greenwich Capital Markets, Inc., Morgan Stanley & Co. Incorporated and SG Americas Securities, LLC (collectively, the "Agents"), Countrywide Financial Corporation has agreed to sell to the Agents, and the Agents have agreed severally to purchase, the principal amount of Notes set forth opposite their names below: Principal Amount Agents of the Notes ------ ------------------ Deutsche Bank Securities Inc. $ 100,000,000 Lehman Brothers Inc. 100,000,000 Wachovia Capital Markets, LLC 100,000,000 Countrywide Securities Corporation 100,000,000 Dresdner Kleinwort Wasserstein Securities LLC 25,000,000 Greenwich Capital Markets, Inc. 25,000,000 Morgan Stanley & Co. Incorporated 25,000,000 SG Americas Securities, LLC 25,000,000 $ 500,000,000 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 0.060% of the principal amount of the Notes. The Agents may allow, and the dealers may reallow, a discount not in excess 0.030% 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 Financial Corporation 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. Certain of the Agents will make the securities available for distribution on the Internet through a proprietary Web site and/or a third-party system operated by MarketAxess Corporation, an Internet-based communications technology provider. MarketAxess Corporation is providing the system as a conduit for communications between such Agents and their customers and is not a party to any transactions. MarketAxess Corporation, a registered broker-dealer, will receive compensation from such Agents based on transactions those Agents conduct through the system. Such Agents will make the securities available to its customers through the Internet distributions, whether made through a proprietary or third-party system, on the same terms as distributions made through other channels. Countrywide Financial Corporation has agreed to indemnify the Agents against certain liabilities under the Securities Act of 1933, as amended, or to contribute to payments the Agents may be required to make in respect of these liabilities, as described in the accompanying Prospectus Supplements dated February 7, 2005 and December 14, 2005. ------------------ You should rely only on the information contained or incorporated by reference in this Pricing Supplement and the accompanying Prospectus Supplement and Prospectus. Countrywide Financial Corporation and Countrywide Home Loans, Inc. 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 Financial Corporation and Countrywide Home Loans, Inc. 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 Financial Corporation and Countrywide Home Loans, Inc. may have changed since that date. -----END PRIVACY-ENHANCED MESSAGE-----