UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

☑ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

OR

☐  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period fromto

Commission file number: 0-50231

Federal National Mortgage Association

(Exact name of registrant as specified in its charter)

| Fannie Mae | | --- || Federally chartered corporation | 52-0883107 | 1100 15th Street, NW | | | 800 | 232-6643 | | --- | --- | --- | --- | --- | --- | --- | | | | Washington, | DC | 20005 | | | | (State or other jurisdiction of<br><br>incorporation or organization) | (I.R.S. Employer<br><br>Identification No.) | (Address of principal executive<br><br>offices, including zip code) | | | (Registrant’s telephone number,<br><br>including area code) | |

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, without par value
8.25% Non-Cumulative Preferred Stock, Series T, stated value $25 per share
Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, stated value $25 per share
7.625% Non-Cumulative Preferred Stock, Series R, stated value $25 per share
6.75% Non-Cumulative Preferred Stock, Series Q, stated value $25 per share
Variable Rate Non-Cumulative Preferred Stock, Series P, stated value $25 per share
Variable Rate Non-Cumulative Preferred Stock, Series O, stated value $50 per share
5.375% Non-Cumulative Convertible Series 2004-1 Preferred Stock, stated value $100,000 per share
5.50% Non-Cumulative Preferred Stock, Series N, stated value $50 per share
4.75% Non-Cumulative Preferred Stock, Series M, stated value $50 per share
5.125% Non-Cumulative Preferred Stock, Series L, stated value $50 per share
5.375% Non-Cumulative Preferred Stock, Series I, stated value $50 per share
5.81% Non-Cumulative Preferred Stock, Series H, stated value $50 per share
Variable Rate Non-Cumulative Preferred Stock, Series G, stated value $50 per share
Variable Rate Non-Cumulative Preferred Stock, Series F, stated value $50 per share
5.10% Non-Cumulative Preferred Stock, Series E, stated value $50 per share
5.25% Non-Cumulative Preferred Stock, Series D, stated value $50 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨      No  þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes  ¨        No  þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934

during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing

requirements for the past 90 days.  Yes þ     No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).  Yes þ     No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging

growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of

the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☑
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised

financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over

financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit

report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect

the correction of an error to previously issued financial statements.  ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any

of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐  No ☑

The aggregate market value of the common stock held by non-affiliates computed by reference to the closing price of the common stock quoted on the OTCQB on

June 30, 2023 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $510 million.

As of February 1, 2024, there were 1,158,087,567 shares of common stock of the registrant outstanding.

Table of Contents
		Page
PART I
Item 1.	Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
	About Fannie Mae . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
	Our Mission and Strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
	Executive Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
	Business Segments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
	Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
	Mortgage Securitizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
	Human Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
	Conservatorship and Treasury Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
	Legislation and Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
	Where You Can Find Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18
	Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
Item 1A.	Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
	Risk Factors Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
	GSE and Conservatorship Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	24
	Credit Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	30
	Operational and Model Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	35
	Liquidity and Funding Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	40
	Market and Industry Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	41
	Legal and Regulatory Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	43
	General Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	44
Item 1B.	Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	45
Item 1C.	Cybersecurity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	45
Item 2.	Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	48
Item 3.	Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	48
Item 4.	Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	50
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity<br><br>Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	51
Item 6.	[Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	52
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . .	53
	Key Market Economic Indicators . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	53
	Consolidated Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	57
	Consolidated Balance Sheet Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	68
	Retained Mortgage Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	69
	Guaranty Book of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	71
	Single-Family Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	72
	Single-Family Primary Business Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	72
	Single-Family Lenders and Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	73
	Single-Family Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	73
	Single-Family Mortgage Market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	74
	Single-Family Mortgage-Related Securities Issuances Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	75
	Single-Family Business Metrics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	75
	Single-Family Business Financial Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	77
Fannie Mae 2023 Form 10-K	i
---	---
	Single-Family Mortgage Credit Risk Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	79
---	---	---
	Multifamily Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	100
	Multifamily Primary Business Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	100
	Multifamily Lenders and Investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	103
	Multifamily Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	103
	Multifamily Mortgage Market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	105
	Multifamily Business Metrics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	105
	Multifamily Business Financial Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	108
	Multifamily Mortgage Credit Risk Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	109
	Consolidated Credit Ratios and Select Credit Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	117
	Liquidity and Capital Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	118
	Risk Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	128
	Credit Risk Management Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	131
	Mortgage Credit Risk Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	131
	Climate and Natural Disaster Risk Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	131
	Institutional Counterparty Credit Risk Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	133
	Market Risk Management, including Interest-Rate Risk Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	141
	Liquidity and Funding Risk Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	146
	Operational Risk Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	146
	Model Risk Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	146
	Critical Accounting Estimates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	147
	Impact of Future Adoption of New Accounting Guidance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	150
	Glossary of Terms Used in This Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	150
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	153
Item 8.	Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	153
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . . . . . . .	153
Item 9A.	Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	153
Item 9B.	Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	158
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	158
PART III
Item 10.	Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	158
	Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	158
	Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	163
	Report of the Audit Committee of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	170
	Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	172
Item 11.	Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	174
	Compensation Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	174
	Compensation Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	192
	Compensation Risk Assessment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	192
	Compensation Tables and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	193
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . . . . .	201
Item 13.	Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . .	202
	Policies and Procedures Relating to Transactions with Related Persons . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	202
	Transactions with Related Persons . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	204
	Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	205
Item 14.	Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	207
Fannie Mae 2023 Form 10-K	ii
---	---
PART IV
---	---	---
Item 15.	Exhibits, Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	208
Item 16.	Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	210
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		F-1
Fannie Mae 2023 Form 10-K	iii
---	---

PART I

This report includes forward-looking statements based on management’s current expectations that are subject to

significant uncertainties. Future events and our results may differ materially from those reflected in our forward-looking

statements due to a variety of factors, including those discussed in “Business—Forward-Looking Statements,” “Risk

Factors” and elsewhere in this report.

You can find a “Glossary of Terms Used in This Report” in “Management’s Discussion and Analysis of Financial

Condition and Results of Operations (‘MD&A’).”

Item 1.  Business

About Fannie Mae

Fannie Mae is a leading source of financing for residential mortgages in the United States. We provided $369 billion in

liquidity to the mortgage market in 2023, which enabled the financing of approximately 1.5 million home purchases,

refinancings, and rental units.

We are a government-sponsored, stockholder-owned corporation, chartered by Congress to provide liquidity and

stability to the U.S. housing market and to promote access to mortgage credit. We primarily do this by buying residential

mortgage loans that are originated by lenders. We place these loans into trusts and issue guaranteed mortgage-backed

securities (“MBS” or “Fannie Mae MBS”) that global investors buy from us. We do not originate mortgage loans or lend

money directly to borrowers.

We support both single-family and multifamily housing. Our Single-Family business provides financing for properties

that have four or fewer residential units. Our Multifamily business provides financing for residential buildings with five or

more units. As of September 30, 2023 (the latest date for which information is available), Fannie Mae owned or

guaranteed an estimated 1 in 4 single-family mortgage loans in the United States and an estimated 21% of multifamily

mortgage debt outstanding in the United States.

We provide a guaranty on the MBS that we issue. If a borrower fails to make a payment on a mortgage loan that is

included in a Fannie Mae MBS, we pay the shortfall amount to the MBS investor. In exchange for providing this

guaranty, we receive a guaranty fee. Guaranty fees are the primary source of our revenues.

Because we assume the credit risk for mortgage loans in our MBS, our earnings are affected by the credit performance

of these loans. Credit risk management is therefore key to our business and financial results. To help manage our

mortgage credit risk exposure, and in response to capital requirements, we transfer some of our credit risk exposure to

third parties through credit risk transfer transactions and mortgage insurance. For a discussion of how we manage credit

risk, see “MD&A—Single-Family Business—Single-Family Mortgage Credit Risk Management” and “MD&A—Multifamily

Business—Multifamily Mortgage Credit Risk Management.”

We are in conservatorship, with the Federal Housing Finance Agency (“FHFA”) as our conservator. During

conservatorship, our Board has no fiduciary duties to the company or its stockholders, as they owe their fiduciary duties

of care and loyalty solely to FHFA as conservator. Conservatorship and our agreements with the U.S. Department of the

Treasury (“Treasury”) significantly restrict our business activities and stockholder rights. For more information about the

impact of conservatorship and these agreements on our business, stockholders, and our uncertain future, see

“Conservatorship and Treasury Agreements” and “Risk Factors—GSE and Conservatorship Risk.”

Our Mission and Strategy

Our mission is to facilitate equitable and sustainable access to homeownership and quality affordable rental housing

across America. We seek to accomplish our mission while managing risks to our company and the U.S. housing finance

system. Our 2023-2025 strategic plan objectives are to:

•Improve Access to Equitable and Sustainable Housing: Build on our mission-first culture to deliver positive

community outcomes that serve renters and homeowners.

•Enhance our Financial and Risk Positions: Ensure that we are financially secure, can earn investable returns,

and manage risk to the company and the housing finance system.

For information on how we help make access to housing in the United States more attainable, affordable, and stable for

low- and moderate-income borrowers and renters, see our 2022 Environmental, Social, and Governance report, which

is available on our website under “About Us—ESG,” and “Legislation and Regulation” in this report.

| Business | About Fannie Mae | | --- || Fannie Mae 2023 Form 10-K | 1 | | --- | --- |

Executive Summary

Please read this summary together with our MD&A, our consolidated financial statements as of December 31, 2023 and

the accompanying notes.

Overview of Financial Results

Summary of Key Drivers of Financial Results

2023 vs. 2022

•Net revenues decreased $687 million in 2023 compared with 2022, primarily due to lower deferred guaranty fee

income, offset by higher income from the corporate liquidity portfolio. Higher interest rates in 2023 drove both

the decline in deferred guaranty fee income due to lower refinancing activity as well as the higher income on

securities in our corporate liquidity portfolio. Net revenues consist of net interest income and fee and other

income.

•Net income increased $4.5 billion in 2023 compared with 2022, primarily driven by a $7.9 billion shift to benefit

for credit losses in 2023 from a provision for credit losses in 2022.

•Net worth increased by $17.4 billion in 2023 to $77.7 billion as of December 31, 2023.

2022 vs. 2021

•Net revenues remained relatively flat in 2022 compared with 2021, as lower deferred guaranty fee income was

offset by higher income from portfolios and higher base guaranty fee income.

•Net income decreased $9.3 billion in 2022 compared with 2021, primarily driven by a $11.4 billion shift to

provision for credit losses in 2022 from a benefit for credit losses in 2021. Also contributing to the decline in net

income was a $1.6 billion shift to investment losses in 2022 from investment gains in 2021. These decreases

were partially offset by higher fair value gains.

•Net worth increased by $12.9 billion in 2022 to $60.3 billion as of December 31, 2022.

See “MD&A—Consolidated Results of Operations” for more information on the drivers of our financial results.

Business Segments

We conduct business in the U.S. residential mortgage markets and the global securities markets. According to the

Federal Reserve, total U.S. residential mortgage debt outstanding was estimated to be approximately $16.0 trillion as of

September 30, 2023 (the latest date for which information is available). We owned or guaranteed mortgage assets

representing approximately 26% of total U.S. residential mortgage debt outstanding as of September 30, 2023.

| Business | Executive Summary | | --- || Fannie Mae 2023 Form 10-K | 2 | | --- | --- |

We have two reportable business segments: Single-Family and Multifamily. The chart below outlines the primary

business activities and drivers of revenues and expense for each of our business segments.

Single-Family Business Segment
Primary Business Activities	Primary Drivers of Revenue1	Primary Drivers of Expense1
Mortgage securitizations: Works with<br><br>lenders to acquire single-family mortgage<br><br>loans and issue MBS.<br><br>Credit risk management: Prices and<br><br>manages the credit risk on loans in our<br><br>single-family guaranty book of business,<br><br>which includes establishing underwriting<br><br>and servicing standards. Enters into<br><br>transactions that transfer a portion of the<br><br>credit risk on some of the loans in our<br><br>single-family guaranty book of business to<br><br>third parties.<br><br>Credit loss management: Works to reduce<br><br>costs of defaulted single-family loans,<br><br>including through forbearance plans, home<br><br>retention solutions, foreclosure alternatives,<br><br>management of foreclosures and our real-<br><br>estate owned (“REO”) inventory, selling<br><br>nonperforming loans, and pursuing<br><br>contractual remedies from lenders,<br><br>servicers and providers of credit<br><br>enhancement.	Net interest income: Primary source is<br><br>guaranty fees—compensation we receive<br><br>for assuming the credit risk on our single-<br><br>family guaranty book of business. There<br><br>are two components of our single-family<br><br>guaranty fee:<br><br>•Base fees. Ongoing fees that factor into<br><br>a mortgage loan’s interest rate, which<br><br>are collected each month over the life<br><br>of the mortgage loan.<br><br>•Upfront fees. One-time payments made<br><br>by lenders upon loan delivery to us.<br><br>Includes risk-based fees (referred to as<br><br>“loan-level price adjustments”) that vary<br><br>based on loan and borrower attributes<br><br>(such as loan size, loan-to-value<br><br>(“LTV”) ratio, borrower credit score,<br><br>etc.). These fees are amortized into net<br><br>interest income over the life of the loan.<br><br>Another source is net interest income<br><br>earned from our corporate liquidity portfolio<br><br>and retained mortgage portfolio.	Provision for credit losses:<br><br>Consists of the provision for credit<br><br>losses on loans in our single-family<br><br>guaranty book of business. (In<br><br>some periods, we may have a<br><br>benefit for credit losses that<br><br>contributes to net income if we<br><br>reduce our single-family loss<br><br>reserves.)<br><br>Administrative expenses: Consists<br><br>of salaries and benefits,<br><br>occupancy costs, professional<br><br>services, and other Single-Family<br><br>business operations expenses.<br><br>TCCA fees: Consists of a portion<br><br>of our single-family guaranty fees<br><br>that is paid to Treasury pursuant to<br><br>the Temporary Payroll Tax Cut<br><br>Continuation Act of 2011, as<br><br>amended.
Multifamily Business Segment
Primary Business Activities	Primary Drivers of Revenue	Primary Drivers of Expense
Mortgage securitizations: Works with<br><br>lenders, primarily through our Delegated<br><br>Underwriting and Servicing, or DUS®,<br><br>program, to acquire multifamily mortgage<br><br>loans and issue MBS.<br><br>Credit risk management: Prices and<br><br>manages the credit risk on loans in our<br><br>multifamily guaranty book of business,<br><br>which includes establishing underwriting<br><br>and servicing standards. Lenders retain a<br><br>portion (typically one-third) of the credit risk<br><br>in most multifamily transactions. Enters into<br><br>additional transactions that transfer a<br><br>portion of the credit risk on some of the<br><br>loans in our multifamily guaranty book of<br><br>business to third parties.<br><br>Credit loss management: Works to reduce<br><br>costs of defaulted multifamily loans,<br><br>including through loss mitigation strategies<br><br>such as forbearance and modification,<br><br>management of foreclosures and our REO<br><br>inventory, and pursuing contractual<br><br>remedies from lenders, servicers,<br><br>borrowers, sponsors, and providers of credit<br><br>enhancement.	Net interest income: Primary source is<br><br>guaranty fees—compensation we receive<br><br>for assuming the credit risk on our<br><br>multifamily guaranty book of business. For<br><br>multifamily loans, base fees are the<br><br>primary component of our guaranty fee.<br><br>Another source is net interest income<br><br>earned from our corporate liquidity portfolio<br><br>and retained mortgage portfolio.	Provision for credit losses:<br><br>Consists of the provision for credit<br><br>losses on loans in our multifamily<br><br>guaranty book of business. (In<br><br>some periods, we may have a<br><br>benefit for credit losses that<br><br>contributes to net income if we<br><br>reduce our multifamily loss<br><br>reserves.)<br><br>Administrative expenses: Consists<br><br>of salaries and benefits,<br><br>occupancy costs, professional<br><br>services, and other Multifamily<br><br>business operations expenses.

(1)See “MD&A—Single-Family Business—Single-Family Business Financial Results” and “MD&A—Multifamily Business—Multifamily

Business Financial Results” for a discussion of other drivers of our single-family and multifamily financial results. Fair value gains were a

significant driver of single-family financial results for the years ended December 31, 2023 and 2022.

| Business | Business Segments | | --- || Fannie Mae 2023 Form 10-K | 3 | | --- | --- |

We primarily purchase single-family conventional loans that meet conforming loan limits in the secondary mortgage

market. Conventional loans are not insured or guaranteed by a government agency (those are generally referred to as

government-guaranteed loans). See “Legislation and Regulation—Our Charter” for a description of our conforming loan

limits.

The chart below displays the unpaid principal balance (“UPB”) of our average single-family conventional guaranty book

of business and our multifamily guaranty book of business, as well as our average single-family and multifamily charged

guaranty fee.

Guaranty Book of Business and Average Charged Guaranty Fee by Segment

(Dollars in trillions)1

Average charged guaranty fee on single-family<br><br>conventional guaranty book of business (in basis<br><br>points), net of TCCA fees(2)	Average charged guaranty fee on multifamily guaranty<br><br>book of business (in basis points) at end of period
Average single-family conventional guaranty book of<br><br>business(3)	Multifamily guaranty book of business as of period end

(1)Measured based on the unpaid principal balance of mortgage loans underlying Fannie Mae MBS outstanding.

(2)Excludes the impact of a 10 basis point guaranty fee increase implemented pursuant to the TCCA, the incremental revenue from which is

paid to Treasury and not retained by us.

(3)Our average single-family conventional guaranty book of business is based on quarter-end balances during the respective periods.

Our average single-family conventional guaranty book of business increased by 1.4% to $3.63 trillion in 2023 compared

with 2022, driven by an increase in the average loan size of the book. The average charged guaranty fee, net of TCCA

fees, on the single-family conventional guaranty book increased by 0.7 basis points to 46.9 basis points in 2023,

primarily as a result of higher base guaranty fees charged on new acquisitions.

Our multifamily guaranty book of business grew by 7% in 2023 to $470.4 billion driven by our acquisitions combined

with low prepayment volumes due to the high interest rate environment. The average charged guaranty fee on the

multifamily guaranty book declined by 2.4 basis points to 76.1 basis points in 2023, primarily due to lower average

charged fees on our 2023 acquisitions as compared with the existing loans in our multifamily guaranty book of business.

The chart below displays the net income for each of our business segments.

Business Segment Net Income

(Dollars in billions)

| Business | Business Segments | | --- || Fannie Mae 2023 Form 10-K | 4 | | --- | --- |

See “MD&A—Single-Family Business” and “MD&A—Multifamily Business” for more information on the primary business

activities, business metrics and financial results of our Single-Family and Multifamily businesses.

Competition

We compete to acquire mortgage assets in the secondary mortgage market and to issue mortgage-related securities to

investors. Our primary competitors for the acquisition of single-family loans are Freddie Mac, private institutions (such

as U.S. banks, securities dealers, insurance companies and investment funds) and government agencies (such as the

Federal Housing Administration (“FHA”) and the Department of Veterans Affairs (“VA”)). Our primary competitors for the

issuance and/or guarantee of single-family mortgage-related securities are Freddie Mac, Ginnie Mae (which primarily

guarantees securities backed by FHA-insured loans and VA-guaranteed loans) and private market competitors. Our

primary competitors for the acquisition of multifamily mortgage assets and issuance of multifamily mortgage-related

securities are Freddie Mac, life insurers, U.S. banks and thrifts, other institutional investors, Ginnie Mae and private-

label issuers of commercial mortgage-backed securities.

Competition to acquire mortgage assets and issue mortgage-related securities is affected by many factors, including our

and our competitors’ pricing and eligibility standards, the number of residential mortgage loans offered for sale in the

secondary mortgage market (and whether sellers elect to retain loans with better credit characteristics), and investor

demand for mortgage assets. Our competitive environment also may be affected by many other factors, including: our

risk appetite; our capital requirements; our return on capital requirements; applicable housing goals and duty-to-serve

requirements; FHFA’s single-family mortgage purchase, servicing and securitization requirements aimed at aligning our

single-family MBS with Freddie Mac’s MBS; and new or existing legislation or regulations applicable to us, our lenders

or our investors. See “MD&A—Single-Family Business—Single-Family Competition” and “MD&A—Multifamily Business

—Multifamily Competition” for more information on the competition faced by our business segments. See

“Conservatorship and Treasury Agreements,” “Legislation and Regulation,” and “Risk Factors” for information on matters

that affect or could affect our competitive environment.

Mortgage Securitizations

Overview

We securitize most of the single-family and multifamily mortgage loans we acquire. The MBS that we issue are

generally fixed-income securities that are tradable in the global capital markets.

We guarantee Fannie Mae MBS so that investors in our MBS are insulated from mortgage borrower credit risk. If any

borrower whose loan is in one of our MBS trusts fails to make a monthly payment, we pay those shortfall amounts to the

MBS investors. In exchange for providing this guaranty, we receive a guaranty fee. Guaranty fees are intended to cover

the expected credit losses, administrative costs, cost of capital and return on capital targets associated with the loans

we guarantee. For single-family loans, guaranty fees also include the TCCA fees we are required to pay to Treasury.

Types of Mortgage Securitization Transactions

We engage in three broad categories of mortgage securitization transactions:

•Lender Swap Transactions: A mortgage lender delivers mortgage loans to us in exchange for Fannie Mae

MBS backed by those mortgage loans. The lender may choose to hold the MBS they receive or sell the MBS to

other investors. Our multifamily MBS generally have only one multifamily loan per MBS trust, while our single-

family MBS have multiple loans per MBS trust.

•Portfolio Securitization Transactions: A lender sells us mortgage loans for cash. When we have acquired

enough mortgage loans or in response to MBS investor requests for Fannie Mae MBS with certain

characteristics, we deliver those loans to an MBS trust in exchange for Fannie Mae MBS, which we then sell to

MBS investors. We act as trustee of our MBS trusts. Most of the single-family mortgage loans we buy for cash

are from small to mid-sized lenders. This acquisition type allows us to give small and mid-sized lenders

competitive pricing while also providing servicing and funding options that lenders can tailor to their needs.

•Structured Securitization Transactions: We create structured Fannie Mae MBS in response to requests from

lenders and dealers. In these transactions, the lender or dealer owns a mortgage-related asset (typically one or

more MBS) and transfers that asset for a structured Fannie Mae MBS we issue. The process for issuing

structured Fannie Mae MBS is similar to the process for our lender swap securitizations described above. We

receive a transaction fee from the lender or dealer for the issuance of the structured MBS securities.

| Business | Business Segments | | --- || Fannie Mae 2023 Form 10-K | 5 | | --- | --- |

Common Securitization Solutions

Certain aspects of the securitization process for our single-family Fannie Mae MBS issuances are performed by

Common Securitization Solutions, LLC (“CSS”). CSS is a limited liability company we own jointly with Freddie Mac. We

do not use CSS for multifamily Fannie Mae MBS. See “Risk Factors—GSE and Conservatorship Risk” for a discussion

of risks posed by our reliance on CSS to securitize the single-family MBS we issue and for ongoing administrative

functions for our single-family MBS.

Human Capital

Overview

Our employees are key to ensuring our long-term success and meeting our strategic objectives. We had approximately

8,100 employees as of December 2023. These dedicated employees are the driving force behind delivering on our

mission, and we remain focused on attracting, engaging, retaining and developing a highly skilled workforce in this

competitive labor market. We believe many employees and potential recruits are attracted by our mission, the

compelling nature of our work and our culture of inclusivity and respect, despite our uncertain future and limitations on

the compensation we can offer. See “Risk Factors—GSE and Conservatorship Risk” for a discussion of how restrictions

on our compensation and uncertainty with respect to our future can affect our ability to recruit and retain employees.

See “Directors, Executive Officers and Corporate Governance—Corporate Governance—Human Capital Management

Oversight” for information on oversight of human capital management by our Board of Directors’ Compensation and

Human Capital Committee.

Attracting and Retaining Employees

We are committed to a comprehensive human capital management strategy aimed at attracting, engaging, retaining and

developing a highly skilled workforce. We offer a total rewards package that delivers a variety of cash and non-cash

rewards designed to motivate employees and improve company performance. We offer employee benefits that promote

personal and family wellness, and encourage involvement in personally meaningful endeavors, including those that

echo our mission. Those benefits include: a matching charitable gifts program; paid leave to engage in volunteer

activities; and broad mental, physical and financial well-being benefits. In addition, we embrace a flexible work model,

allowing most of our workforce to choose where they work within the United States and when to come into the office,

depending on business needs. This flexible work model provides us with a competitive advantage and has contributed

to our ability to attract and retain talent.

Engaging and Developing Employees

We are committed to maintaining an engaged workforce as we believe it is critical to the ongoing achievement of the

company’s and the conservator’s goals. We monitor employee engagement through regular surveys. In our final survey

of 2023, 79% of employees participated, and 92% of those who responded indicated they would recommend Fannie

Mae as a great place to work, which we consider to be a strong indicator of their engagement.

We place a strong emphasis on succession planning and talent development to attract and retain talent and improve

promotion readiness. We invest in our employees’ development to support their career aspirations. We provide training

and opportunities that enable employees to develop business, technical, leadership and other critical skills we need to

achieve our strategic objectives and fulfill our mission. We believe our succession planning approach works to mitigate

potential risk to the company posed by unexpected leadership departures.

We maintain a culture of inclusion and respect, which is reinforced by our Code of Conduct. Every new hire and existing

employee is required to annually certify their understanding of and commitment to our Code of Conduct. We also

emphasize to our employees their responsibility for, and opportunity to play a key role in, managing risk through our risk

assessment and monitoring activities, training and corporate messaging.

Diversity and Inclusion

Diversity and inclusion make us stronger. We foster an environment in which all employees are treated with dignity and

respect, can contribute to meaningful work, and have the opportunity to grow their careers in an inclusive environment

free from discrimination, harassment, and retaliation. This commitment helps us attract and retain a skilled, diverse

workforce at all levels of our organization.

| Business | Human Capital | | --- || Fannie Mae 2023 Form 10-K | 6 | | --- | --- |

The charts below display the percentage of our workforce and officer-level employees that are racial or ethnic minorities

and women as of December 2023.

| Employee Diversity | | --- || Racial or ethnic minorities | Women | | --- | --- |

of our workforce	of officer-level<br><br>employees1	of our workforce	of officer-level<br><br>employees1

(1)Officers are employees with job titles that include Fellow, Vice President, Senior Vice President, Executive Vice President, President, and

CEO.

Our Chief Diversity & Inclusion Officer leads our Office of Minority and Women Inclusion, which is responsible for driving

the development of our diversity and inclusion strategic plan in partnership with leaders across the company and

reporting on our progress against the plan. We also sponsor programs and activities to cultivate an inclusive work

environment by focusing on leadership principles, talent development, enterprise accessibility, team and group

dynamics, and a consistent communications strategy that reinforces the practice of driving inclusion to achieve

innovative solutions. Our diversity and inclusion work is currently supported by ten voluntary, grassroots employee

resource groups that are open to all employees and provide a forum for members to come together for professional

growth and development, cultural awareness, education, community service, and networking across the organization.

Our officer-led Diversity Advisory Council supports the integration of our diversity and inclusion strategy throughout the

company.

Over half of Fannie Mae’s Board members are women and/or racial or ethnic minorities. See “Directors, Executive

Officers and Corporate Governance—Corporate Governance—Composition of Board of Directors” for additional

information on the diversity of our Board of Directors.

Conservatorship and Treasury Agreements

Conservatorship

In September 2008, FHFA was appointed as our conservator pursuant to authority provided by the Federal Housing

Enterprises Financial Safety and Soundness Act of 1992, as amended (the “GSE Act”). Conservatorship is a statutory

process designed to preserve and conserve our assets and property and put the company in a sound and solvent

condition. Our conservatorship has no specified termination date.

FHFA Authority As Conservator

FHFA, as conservator, succeeded to:

•all rights, titles, powers and privileges of Fannie Mae, and of any stockholder, officer or director of Fannie Mae

with respect to Fannie Mae and its assets; and

•title to the books, records and assets of any other legal custodian of Fannie Mae.

As conservator, FHFA has the authority to exercise broad powers over the company, including:

•directing us to enter into contracts or entering into contracts on our behalf; and

•transferring or selling our assets or liabilities.

| Business | Human Capital | | --- || Fannie Mae 2023 Form 10-K | 7 | | --- | --- |

FHFA has broad latitude over our business while we are in conservatorship, including authority to rehabilitate us in a

way that, while not in Fannie Mae’s best interests, is beneficial to FHFA and, by extension, the public it serves.

The GSE Act provides special protections for mortgage loans and mortgage-related assets we hold in trust. Specifically,

mortgage loans and mortgage-related assets that have been transferred to a Fannie Mae MBS trust must be held by the

conservator for the beneficial owners of such MBS and cannot be used to satisfy the company’s general creditors.

Since 2012, FHFA has released annual corporate performance objectives for us, referred to as the conservatorship

scorecard. For information on FHFA’s 2024 conservatorship scorecard objectives, see our Current Report on Form 8-K

filed with the Securities and Exchange Commission (“SEC”) on February 1, 2024. For information on FHFA’s 2023

conservatorship scorecard objectives and our performance against these objectives, see “Executive Compensation—

Determination of 2023 Compensation—Assessment of Corporate Performance against 2023 Scorecard.”

Board Authority in Conservatorship

While we are operating in conservatorship, our directors:

•serve on behalf of the conservator;

•exercise their authority as directed by and with the approval (where required) of the conservator;

•owe their fiduciary duties of care and loyalty solely to the conservator, and not to either the company or the

stockholders; and

•are appointed by the conservator and not elected by stockholders.

As conservator, FHFA has issued an order authorizing our Board of Directors to exercise specified functions and

authorities, and instructions regarding matters for which conservator decision or notification is required. The conservator

retains the authority to amend or withdraw its order and instructions at any time. For more information on the functions

and authorities of our Board of Directors during conservatorship, see “Directors, Executive Officers and Corporate

Governance—Corporate Governance—Conservatorship and Board Authorities.”

Stockholder Authority in Conservatorship

The conservator has suspended stockholder meetings since conservatorship, and our common stockholders are not

empowered to vote on directors or any other matters. The conservator also eliminated dividends on our common and

preferred stock (other than dividends on the senior preferred stock issued to Treasury) during the conservatorship.

Treasury Agreements

FHFA, as conservator, entered into a senior preferred stock purchase agreement with Treasury on our behalf in

September 2008. In connection with that agreement, we issued Treasury one million shares of Variable Liquidation

Preference Senior Preferred Stock, Series 2008-2, which we refer to as the “senior preferred stock,” and a warrant to

purchase shares equal to 79.9% of our common stock, on a fully diluted basis, for a nominal price.

The senior preferred stock purchase agreement and the terms of the senior preferred stock have been amended

multiple times since 2008 by FHFA (acting on our behalf) and Treasury.

Senior Preferred Stock Purchase Agreement and Senior Preferred Stock

The senior preferred stock purchase agreement and accompanying stock certificate include key provisions that impact

us, including those described in the table below.

Treasury Funding<br><br>Commitment	•On a quarterly basis, we may draw funds from Treasury to cover the amount that our total<br><br>liabilities exceed our total assets for the applicable fiscal quarter (referred to as the<br><br>“deficiency amount”), up to the amount of remaining funding commitment under the<br><br>agreement.<br><br>•As of the date of this filing:<br><br>◦$119.8 billion has been paid to us by Treasury under this funding commitment; and<br><br>◦$113.9 billion of funding commitment from Treasury remains; this amount would be<br><br>reduced by any future payments by Treasury under the commitment.
Business	Conservatorship and Treasury Agreements
---		Fannie Mae 2023 Form 10-K	8
---	---
Termination<br><br>Provisions for<br><br>Funding<br><br>Commitment	•Treasury’s funding commitment has no specified end date, but will terminate upon:<br><br>◦our liquidation and the fulfillment of Treasury’s obligations under its funding commitment;<br><br>◦the payment in full of, or reasonable provision for, our liabilities (whether or not contingent,<br><br>including guaranty obligations); or<br><br>◦Treasury funding the maximum amount under the agreement.<br><br>•Treasury also may terminate its funding commitment and void the agreement if a court<br><br>vacates, modifies, amends, conditions, enjoins, stays or otherwise affects the appointment of<br><br>the conservator or curtails the conservator’s powers.
---	---
Rights of Debt<br><br>and MBS Holders	•Holders of our debt securities or our guaranteed MBS may file a claim in the United States<br><br>Court of Federal Claims for relief if we default on our payment obligations on those securities<br><br>and:<br><br>◦we and the conservator fail to exercise all rights under the agreement to draw on<br><br>Treasury’s funding commitment, or<br><br>◦Treasury fails to perform its obligations under its funding commitment and we and/or the<br><br>conservator are not diligently pursuing remedies for Treasury’s failure.<br><br>•Holders may seek to require Treasury to fund us up to:<br><br>◦the amount necessary to cure the relevant payment defaults;<br><br>◦the deficiency amount; or<br><br>◦the amount of remaining funding under the agreement, whichever is the least.<br><br>Any Treasury funding provided under these circumstances would increase the liquidation<br><br>preference of the senior preferred stock.<br><br>•The terms of the agreement generally may be amended or waived; however, no such<br><br>amendment or waiver may decrease Treasury’s aggregate funding commitment or add<br><br>conditions to Treasury’s funding commitment that would adversely affect in any material<br><br>respect the holders of our debt or guaranteed MBS.
Senior Preferred<br><br>Stock Dividends	•Treasury, as the holder of the senior preferred stock, has received a total of $181.4 billion in<br><br>senior preferred stock dividends through December 31, 2023. The dividends we have paid to<br><br>Treasury were declared by, and paid at the direction of, our conservator.<br><br>•Dividend payments we make to Treasury do not restore or increase the amount of Treasury’s<br><br>funding commitment under the agreement.<br><br>•We are currently not required to pay or accumulate new dividends to Treasury until our net<br><br>worth exceeds the amount of adjusted total capital necessary for us to meet the capital<br><br>requirements and buffers set forth in the enterprise regulatory capital framework.<br><br>•Our net worth is the amount, if any, by which our total assets (excluding Treasury’s funding<br><br>commitment and any unfunded amounts related to the commitment) exceed our total<br><br>liabilities (excluding any obligation with respect to equity securities).<br><br>•After the “capital reserve end date” (which is defined as the last day of the second<br><br>consecutive fiscal quarter during which we have had and maintained capital equal to or<br><br>exceeding the capital requirements and buffers set forth in the enterprise regulatory capital<br><br>framework), the quarterly dividends due to Treasury under the senior preferred stock will be<br><br>the lesser of (i) any quarterly increase in our net worth, and (ii) a 10% annual rate on the<br><br>then-current liquidation preference of the senior preferred stock (or 12% if we fail to pay<br><br>dividends to Treasury).<br><br>•See “Risk Factors—GSE and Conservatorship Risk” for more information on risks associated<br><br>with the resumption of dividends under the terms of the senior preferred stock.		Business	Conservatorship and Treasury Agreements
---		Fannie Mae 2023 Form 10-K	9
---	---
Liquidation<br><br>Preference	•The senior preferred stock:<br><br>◦has no par value;<br><br>◦had an aggregate initial liquidation preference of $1 billion;<br><br>◦had an aggregate liquidation preference of $195.2 billion as of December 31, 2023;<br><br>◦will have an aggregate liquidation preference of $199.2 billion as of March 31, 2024, due to<br><br>the $4.0 billion increase in our net worth during the fourth quarter of 2023.<br><br>•The aggregate liquidation preference of the senior preferred stock is increased by:<br><br>◦any amounts Treasury pays pursuant to its funding commitment under the agreement;<br><br>◦any quarterly commitment fees that are payable but not paid by us;<br><br>◦any senior preferred stock dividends that are payable but not paid to Treasury; and<br><br>◦for each fiscal quarter through and including the capital reserve end date, an amount equal<br><br>to the increase in our net worth, if any, during the immediately prior fiscal quarter.<br><br>•The senior preferred stock ranks ahead of our common and preferred stock as to both<br><br>dividends and rights upon liquidation. If we are liquidated, the holder of the senior preferred<br><br>stock is entitled to its then-current liquidation preference before any distributions are made on<br><br>our other equity securities.
---	---
Limits on<br><br>Redemptions and<br><br>Paydowns	•We may not redeem or retire the senior preferred stock prior to the termination of Treasury’s<br><br>funding commitment under the agreement.<br><br>•We may not reduce or pay down the liquidation preference of the senior preferred stock out<br><br>of regular corporate funds, except to the extent of:<br><br>◦accumulated and unpaid dividends previously added to the liquidation preference; and<br><br>◦quarterly commitment fees previously added to the liquidation preference.<br><br>•While the senior preferred stock remains outstanding, we are required to use the net cash<br><br>proceeds of issuances of equity securities to pay down the liquidation preference of the<br><br>senior preferred stock; however, we are permitted to retain up to $70 billion in aggregate<br><br>gross cash proceeds from issuances of common stock.<br><br>•The liquidation preference of the senior preferred stock may not be paid down below $1,000<br><br>per share prior to the termination of Treasury’s funding commitment. After termination, we<br><br>may fully pay down the liquidation preference of the senior preferred stock.
Commitment Fee	•The agreement provides for the payment of an unspecified quarterly commitment fee to<br><br>Treasury to compensate it for its ongoing support under the agreement.<br><br>•Until the capital reserve end date, the periodic commitment fee will not be set, accrue, or be<br><br>payable.<br><br>•No later than the capital reserve end date, we and Treasury, in consultation with the Chair of<br><br>the Federal Reserve, will agree on the amount of the periodic commitment fee.

Covenants

The senior preferred stock purchase agreement contains covenants that prohibit us (and, in one instance, FHFA) from

taking several actions without the prior written consent of Treasury or require us to take specified actions, including the

following described in the table below.

Dividends and<br><br>Share<br><br>Repurchases	•We may not pay dividends or make other distributions on or repurchase our equity securities<br><br>(other than the senior preferred stock).
Issuances of<br><br>Equity Securities	•We may not issue equity securities, except for common stock issued:<br><br>◦upon exercise of the warrant;<br><br>◦as required by any pre-conservatorship agreements; and<br><br>◦following the satisfaction of two conditions: (a) the exercise of the warrant in full, and (b)<br><br>the resolution of all currently pending significant litigation relating to the conservatorship<br><br>and the August 2012 amendment to the senior preferred stock purchase agreement.
Business	Conservatorship and Treasury Agreements
---		Fannie Mae 2023 Form 10-K	10
---	---
Termination of<br><br>Conservatorship	•Neither we nor FHFA may terminate or seek to terminate the conservatorship, other than<br><br>through a receivership, without the prior consent of Treasury, with one exception that allows<br><br>FHFA to terminate our conservatorship without the prior consent of Treasury if the following<br><br>conditions are met:<br><br>◦all currently pending significant litigation relating to the conservatorship and the August<br><br>2012 amendment to the senior preferred stock purchase agreement has been resolved;<br><br>and<br><br>◦for two or more consecutive quarters, our common equity tier 1 capital (as defined in the<br><br>enterprise regulatory capital framework), together with any stockholder equity that would<br><br>result from a firm commitment public underwritten offering of common stock which is fully<br><br>consummated concurrent with the termination of conservatorship, equals or exceeds at<br><br>least 3% of our adjusted total assets (as defined in the enterprise regulatory capital<br><br>framework). As of December 31, 2023, 3% of our adjusted total assets was $136.6 billion<br><br>and we had a common equity tier 1 capital deficit of $74 billion.
---	---
Asset<br><br>Dispositions	•We may not sell, transfer, lease or otherwise dispose of any assets, except for dispositions<br><br>for fair market value in limited circumstances, including if:<br><br>◦the transaction is in the ordinary course of business and consistent with past practice; or<br><br>◦the assets have a fair market value individually or in the aggregate of less than $250<br><br>million.
Subordinated<br><br>Debt	•We may not issue any subordinated debt securities.
Mortgage Assets<br><br>Limit	•We may not hold mortgage assets in excess of $225 billion; however, we are currently<br><br>managing our business to a $202.5 billion mortgage asset cap according to FHFA<br><br>instructions.
Indebtedness<br><br>Limit	•We may not have indebtedness in excess of $270 billion.
Executive<br><br>Compensation	•We may not enter into any new compensation arrangements or increase amounts or benefits<br><br>payable under existing compensation arrangements with any of our executive officers (as<br><br>defined by SEC rules) without the consent of the Director of FHFA, in consultation with the<br><br>Secretary of the Treasury.
Equitable Access<br><br>and Offers for<br><br>Single-Family<br><br>Mortgage Loans	•We may not vary our pricing or acquisition terms for single-family loans based on the<br><br>business characteristics of the seller, including the seller’s size, charter type, or volume of<br><br>business with us.<br><br>•We must offer to purchase at all times, for equivalent cash consideration and on substantially<br><br>the same terms, any single-family mortgage loan that:<br><br>◦is of a class of loans that we then offer to acquire for inclusion in our MBS or for other non-<br><br>cash consideration;<br><br>◦is offered by a seller that has been approved to do business with us; and<br><br>◦has been originated and sold in compliance with our underwriting standards.		Business	Conservatorship and Treasury Agreements
---		Fannie Mae 2023 Form 10-K	11
---	---
Single-Family<br><br>Loan Eligibility<br><br>Program	•We must maintain a program reasonably designed to ensure that the single-family loans we<br><br>acquire are limited to:<br><br>◦qualified mortgages;<br><br>◦government-backed loans;<br><br>◦loans exempt from the Consumer Financial Protection Bureau’s (the “CFPB’s”) ability-to-<br><br>repay and qualified mortgage rule (other than loans secured by timeshares and home<br><br>equity lines of credit, which we are not allowed to buy);<br><br>◦loans secured by an investment property;<br><br>◦refinancing loans with streamlined underwriting originated in accordance with our eligibility<br><br>criteria for high LTV ratio refinancings;<br><br>◦loans originated with temporary underwriting flexibilities during times of exigent<br><br>circumstances, as determined in consultation with FHFA;<br><br>◦loans secured by manufactured housing; and<br><br>◦such other loans that FHFA may designate that were eligible for purchase by us as of<br><br>January 2021.
---	---
Enterprise<br><br>Regulatory<br><br>Capital<br><br>Framework	•We are required to comply with the enterprise regulatory capital framework rule published by<br><br>FHFA in the Federal Register on December 17, 2020, disregarding any subsequent<br><br>amendments or modifications to the rule.<br><br>•FHFA has subsequently amended the enterprise regulatory capital framework and instructed<br><br>us to comply with the framework as amended. Accordingly, we are not in compliance with this<br><br>covenant.<br><br>•While our compliance with the covenants in the senior preferred stock purchase agreement is<br><br>not a condition of Treasury’s funding commitment under that agreement, FHFA, as our<br><br>conservator and regulator, has the authority to direct compliance or impose consequences<br><br>for any non-compliance with that agreement.
Risk<br><br>Management<br><br>Plan	•While in conservatorship, we must provide an annual risk management plan to Treasury.

In addition to the covenants in the chart above, the senior preferred stock purchase agreement contains covenants that

were temporarily suspended in September 2021, which are described in “Note 2, Conservatorship, Senior Preferred

Stock Purchase Agreement and Related Matters—Senior Preferred Stock Purchase Agreement—Suspended

Covenants.” Treasury can terminate this suspension upon six months’ notice to us. As of the date of this filing, we have

received no such notification from Treasury.

Common Stock Warrant

As a result of the senior preferred stock purchase agreement, in September 2008, we, through FHFA in its capacity as

conservator, issued to Treasury a warrant to purchase shares of our common stock equal to 79.9% of the total number

of shares of our common stock outstanding on a fully diluted basis on the date the warrant is exercised, for an exercise

price of $0.00001 per share. The warrant may be exercised in whole or in part at any time on or before September 7,

2028.

See “Risk Factors—GSE and Conservatorship Risk” for a description of the risks to our business relating to the

conservatorship, uncertainties regarding the future of our company and business, the senior preferred stock purchase

agreement, as well as the adverse effects of the conservatorship, the senior preferred stock and the warrant on the

rights of holders of our common stock and other series of preferred stock.

Legislation and Regulation

As a federally chartered financial institution, we are subject to substantial government regulation and oversight. FHFA,

our primary regulator, regulates our safety and soundness and our mission, and is also our conservator. FHFA is an

independent federal agency with general supervisory and regulatory authority over Fannie Mae, Freddie Mac and the

Federal Home Loan Banks (“FHLBs”). The U.S. Department of Housing and Urban Development (“HUD”) and FHFA

regulate us with respect to fair lending matters, and the SEC and Treasury regulate other aspects of our business. In

| Business | Conservatorship and Treasury Agreements | | --- || Fannie Mae 2023 Form 10-K | 12 | | --- | --- |

addition, regulations by other agencies that affect the mortgage industry or the markets for our MBS, debt securities or

credit risk transfer securities could have a significant impact on us. See “Risk Factors—Legal and Regulatory Risk.”

Our Charter

Our charter, which is an act of Congress, sets forth our purposes and establishes the parameters under which we

operate, including specifying limitations on our business. We describe certain provisions of our charter below.

•Purposes. Our charter states that our operations should be financed by private capital to the maximum extent

feasible and authorizes us to:

◦provide stability in the secondary market for residential mortgages;

◦respond appropriately to the private capital market;

◦provide ongoing assistance to the secondary market for residential mortgages (including activities

relating to mortgages on housing for low- and moderate-income families involving a reasonable

economic return that may be less than the return earned on other activities) by increasing the liquidity

of mortgage investments and improving the distribution of investment capital available for residential

mortgage financing; and

◦promote access to mortgage credit throughout the nation (including central cities, rural areas and

underserved areas) by increasing the liquidity of mortgage investments and improving the distribution

of investment capital available for residential mortgage financing.

•Loan acquisitions and conforming loan limit. We may purchase and securitize mortgage loans secured by

single-family and multifamily properties. Single-family conventional (not government-insured or government-

guaranteed) mortgage loan acquisitions are subject to an annually-adjusted maximum original principal balance

limit, known as the “conforming loan limit.” The national conforming loan limit for single-family mortgages

secured by one-unit properties is $766,550 for 2024 and was $726,200 for 2023. Higher limits apply for single-

family mortgages secured by two- to four-unit properties and in four states and territories (Alaska, Hawaii,

Guam and the U.S. Virgin Islands). Higher limits of up to 150% of the loan limit also apply in certain high-cost

areas.

•Credit enhancement requirements. Credit enhancement is generally required on any single-family conventional

mortgage loan that we purchase or securitize that has an LTV ratio over 80% at the time of purchase. The

Charter Act provides three options for meeting this credit enhancement requirement: (1) obtain insurance or a

guaranty by a qualified insurer on the portion of the unpaid principal balance of the loan that exceeds an 80%

LTV ratio; (2) the seller agrees to repurchase or replace the loan in the event of default; or (3) the seller retains

at least a 10% participation interest in the loan. We primarily meet this credit enhancement requirement by

obtaining mortgage insurance.

•Additional limitations. We may not originate mortgage loans. Similarly, we may not advance funds to a

mortgage seller on an interim basis, using mortgage loans as collateral, pending the sale of the mortgages in

the secondary market.

•Exemption for our securities offerings. Our securities offerings are exempt from registration requirements under

the Securities Act of 1933. As a result, we do not file registration statements or prospectuses with the SEC for

our securities offerings. However, the Securities Exchange Act of 1934 (the “Exchange Act”) provides that our

equity securities are not exempt securities under the Exchange Act. Consequently, we are required to file

periodic and current reports with the SEC, including annual reports on Form 10-K, quarterly reports on Form

10-Q, and current reports on Form 8-K.

•Exemption from specified taxes. We are exempt from taxation by states, territories, counties, municipalities and

local taxing authorities, except for taxation by those authorities on our real property. We are not exempt from

the payment of federal corporate income taxes.

Capital Requirements

FHFA’s enterprise regulatory capital framework establishes both leverage and risk-based minimum capital

requirements. The leverage capital requirement is to maintain tier 1 capital equal to at least 2.5% of adjusted total

assets. The risk-based capital requirements are to maintain common equity tier 1 capital, tier 1 capital, and adjusted

total capital equal to at least 4.5%, 6.0%, and 8.0%, respectively, of risk-weighted assets. Compliance with these

minimum regulatory capital requirements will be required upon our exit from conservatorship or such later date as FHFA

may order. The enterprise regulatory capital framework also provides the following:

| Business | Legislation and Regulation | | --- || Fannie Mae 2023 Form 10-K | 13 | | --- | --- |

•A requirement that we hold prescribed capital buffers that can be drawn down in periods of financial stress. In

general, once we are required to be in compliance with the capital buffers, if our capital levels fall below the

prescribed buffer amounts, we must restrict capital distributions, such as stock repurchases and dividends, as

well as discretionary bonus payments to executives, until the buffer amounts are restored. Compliance with the

capital buffers will be required upon our exit from conservatorship;

•Specific minimum risk-weights, or “floors,” on single-family and multifamily risk-weighted exposures, which can

increase the amount of capital required for loans that would otherwise have lower risk weights;

•Specific floors on the risk-weights applicable to retained portions of credit risk transfer transactions, which

decreases the capital relief obtained from these transactions;

•Risk-based capital requirements related to market risk and operational risk; and

•Additional elements based on U.S. banking regulations, such as supplemental public disclosure requirements.

To be fully capitalized under the enterprise regulatory capital framework, we must meet all applicable leverage and risk-

based minimum capital requirements, including applicable buffers, under the rule’s standardized approach. As of

December 31, 2023, we had a $243 billion shortfall of our available capital (deficit) to our required risk-based adjusted

total capital level (including buffers). As of December 31, 2023, we had a deficit in available capital even though we had

a positive net worth under U.S. generally accepted accounting principles (“GAAP”) of $77.7 billion because available

capital for purposes of the enterprise regulatory capital framework excludes the stated value of the senior preferred

stock ($120.8 billion) and other specified amounts. See “MD&A—Liquidity and Capital Management—Capital

Management—Capital Requirements” and “Note 13, Regulatory Capital Requirements” for more information about our

capital requirements and metrics under the enterprise regulatory capital framework as of December 31, 2023. See “Risk

Factors—GSE and Conservatorship Risk” for information on risks relating to our capital requirements.

In November 2023, FHFA published a final rule amending several provisions of the enterprise regulatory capital

framework, including the following:

•Reduced the risk weight for guarantees on commingled securities from 20% to 5%, and reduced the credit

conversion factor for such guarantees from 100% to 50%. A Fannie Mae commingled security is a security

we issue that is backed, in whole or in part, by collateral issued by Freddie Mac;

•Introduced a risk multiplier of 0.6 for multifamily mortgage exposures secured by properties with certain

government subsidies;

•Changed the methodology for computing exposure and risk-weighted asset amounts for derivatives and

cleared transactions; and

•Extended the compliance date for the advanced approaches of the enterprise regulatory capital framework to

January 2028, or such later date as FHFA may order.

The effective date for most of the amendments will be April 2024; however, some of the amendments—including those

relating to the method for computing exposure and risk-weighted asset amounts for derivatives and cleared transactions

—will be effective January 2026.

Receivership and Resolution Planning

Under the GSE Act, the Director of FHFA must place us into receivership if they determine that our assets are less than

our obligations (that is, we have a net worth deficit) or if we have not been paying our debts as they become due, in

either case, for a period of 60 days. FHFA has clarified that the 60-day measurement period will commence no earlier

than the SEC filing deadline for our Form 10-K or Form 10-Q for the relevant period.

Under the GSE Act we could also be put into receivership at the discretion of the Director of FHFA if the statutory

grounds for the discretionary appointment of a receiver are met. This includes: a substantial dissipation of assets or

earnings due to unsafe or unsound practices; the existence of an unsafe or unsound condition to transact business; an

inability to meet our obligations in the ordinary course of business; a weakening of our condition due to unsafe or

unsound practices or conditions; critical undercapitalization; undercapitalization and no reasonable prospect of

becoming adequately capitalized; the likelihood of losses that will deplete substantially all of our capital; or by consent.

FHFA’s resolution planning rule requires that we develop a plan for submission to FHFA that would assist FHFA’s

planning for our rapid and orderly resolution if FHFA is appointed as our receiver. We submitted our initial resolution

plan to FHFA in March 2023. The rule requires that we submit subsequent resolution plans not later than every two

years thereafter unless otherwise notified by FHFA.

The appointment of FHFA as receiver would immediately terminate the conservatorship. Placement into receivership

would likely have a material adverse effect on holders of our common stock and preferred stock, and could have a

| Business | Legislation and Regulation | | --- || Fannie Mae 2023 Form 10-K | 14 | | --- | --- |

material adverse effect on holders of our debt securities, Fannie Mae MBS and credit risk transfer securities. Should we

be placed into receivership, different assumptions would be required to determine the carrying value of our assets,

which would likely lead to substantially different financial results. For more information on the risks to our business

relating to receivership and uncertainties regarding the future of our business, see “Risk Factors—GSE and

Conservatorship Risk.”

Stress Testing

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) requires certain financial

companies to conduct annual stress tests to determine whether the companies have the capital necessary to absorb

losses as a result of adverse economic conditions. Under FHFA regulations, each year we are required to conduct a

stress test using two different scenarios of financial conditions provided by FHFA—baseline and severely adverse—and

to publish a summary of our stress test results for the severely adverse scenario by August 15. We published our most

recent stress test results for the severely adverse scenario on our website on August 10, 2023.

Portfolio Standards

The GSE Act requires FHFA to establish standards governing our portfolio holdings, to ensure that they are backed by

sufficient capital and consistent with our mission and safe and sound operations. FHFA is also required to monitor our

portfolio and, in some circumstances, may require us to dispose of or acquire assets. In 2010, FHFA adopted, as the

standard for our portfolio holdings, the mortgage assets limit specified in the senior preferred stock purchase agreement

described under “Conservatorship and Treasury Agreements—Treasury Agreements—Covenants,” as it may be

amended from time to time. The rule is effective for as long as we remain subject to the senior preferred stock purchase

agreement.

Affordable Housing Allocations

The GSE Act requires us to set aside in each fiscal year an amount equal to 4.2 basis points for each dollar of the

unpaid principal balance of our new business purchases and to pay this amount to specified HUD and Treasury funds in

support of affordable housing. We are prohibited from passing through the cost of these allocations to the originators of

the mortgage loans that we purchase or securitize. See “Certain Relationships and Related Transactions, and Director

Independence—Transactions with Related Persons—Treasury Interest in Affordable Housing Allocations” for

information on our contribution for 2023 new business purchases. From our initial payment under this requirement in

2016 through 2023, we have paid a total of $2.7 billion to these HUD and Treasury funds.

Fair Lending

The GSE Act requires the Secretary of HUD to assure that we meet our fair lending obligations. Among other things,

HUD periodically reviews and comments on our underwriting and appraisal guidelines to ensure consistency with the

Fair Housing Act. In addition, FHFA, as our primary regulator, has broad authority to monitor and enforce our

compliance with fair lending laws and engages in comprehensive fair lending oversight of our activities. In 2021, FHFA

and HUD entered into a memorandum of understanding regarding fair housing and fair lending coordination. Among

other things, the memorandum of understanding allows HUD and FHFA to coordinate on investigations, compliance

reviews, and ongoing monitoring to ensure our compliance with the Fair Housing Act.

Housing Goals

Our housing goals, which are established by FHFA in accordance with the GSE Act, require that a specified amount of

mortgage loans we acquire meet specified standards relating to affordability or location.

Single-Family Housing Goals

For single-family housing goals, our acquisitions are measured against the lower of benchmarks set by FHFA or the

level of goal-eligible originations in the primary mortgage market. The single-family benchmarks are expressed as a

percentage of the total number of goal-eligible single-family mortgages acquired each year.

In October 2023, FHFA determined that we met all of our 2022 single-family housing goals. The table below displays

more information about our 2022 single-family housing goals and our performance against these goals. FHFA’s single-

family housing goal benchmarks for 2023 and 2024 are the same as those for 2022 noted in the table below, other than

the low-income areas home purchase goal, which is set on an annual basis as described in footnote 4 to the table.

| Business | Legislation and Regulation | | --- || Fannie Mae 2023 Form 10-K | 15 | | --- | --- | | Single-Family Housing Goals | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | 2022(1) | | | | | | | | FHFA<br><br>Benchmark | | Single-<br><br>Family<br><br>Market<br><br>Level | | Result | | | Low-income home purchase goal(2) | 28 | % | 26.8 | % | 27.4 | % | | Very low-income home purchase goal(3) | 7 | | 6.8 | | 6.9 | | | Low-income areas home purchase goal(4) | 20 | | 28.0 | | 29.6 | | | Minority census tracts subgoal(5) | 10 | | 12.1 | | 13.5 | | | Low-income census tracts subgoal(6) | 4 | | 9.7 | | 9.3 | | | Low-income refinancing goal(7) | 26 | | 37.3 | | 34.7 | |

(1)The FHFA benchmarks and our results are expressed as a percentage of the total number of goal-eligible single-family mortgages

acquired during the year. The single-family market level is the percentage of goal-eligible single-family mortgages originated in the primary

mortgage market during the year.

(2)Home purchase mortgages on single-family, owner-occupied properties to borrowers with incomes no greater than 80% of area median

income.

(3)Home purchase mortgages on single-family, owner-occupied properties to borrowers with incomes no greater than 50% of area median

income.

(4)The sum of (a) mortgages meeting the criteria for the minority census tracts subgoal described in footnote 5 below, (b) mortgages meeting

the criteria for the low-income census tracts subgoal described in footnote 6 below, and (c) home purchase mortgages on single-family,

owner-occupied properties to borrowers with incomes no greater than 100% of area median income who are located in federally-declared

disaster areas. FHFA sets the low-income areas home purchase goal benchmark annually. For 2023, FHFA has again set the low-income

areas home purchase goal benchmark at 20%.

(5) Home purchase mortgages on single-family, owner-occupied properties to borrowers with incomes no greater than 100% of area median

income in minority census tracts.

(6)(i) Home purchase mortgages on single-family, owner-occupied properties to borrowers (regardless of income) in low-income census tracts

that are not minority census tracts, and (ii) home purchase mortgages on single-family, owner-occupied properties to borrowers with

incomes greater than 100% of area median income in low-income census tracts that are also minority census tracts. Low income census

tracts are those where the median income is no greater than 80% of area median income.

(7)Refinancing mortgages on single-family, owner-occupied properties to borrowers with incomes no greater than 80% of area median

income.

We believe we met all of our 2023 single-family housing goal benchmarks other than the low-income home purchase

benchmark and the very low-income home purchase benchmark. We are in compliance with the single-family housing

goals if we meet either the benchmarks or market share measures, so we may still meet our goals. FHFA will make a

final determination regarding our 2023 single-family housing goals performance later in the year, after the release of

data reported under the Home Mortgage Disclosure Act.

If we do not meet our housing goals, FHFA determines whether the goals were feasible. If FHFA finds that our goals

were feasible, we may become subject to a housing plan that could require us to take additional steps that could have

an adverse effect on our results of operations and financial condition. The housing plan must describe the actions we

would take to meet the goal in the next calendar year and be approved by FHFA. The potential penalties for failure to

comply with housing plan requirements include a cease-and-desist order and civil money penalties.

Multifamily Housing Goals

Our multifamily housing goals for 2022 were established as a fixed number of units to be financed. For 2023 and 2024,

our multifamily housing goals are based on the percentage share of the goal-eligible units in our annual multifamily loan

acquisitions that are affordable to each income category. FHFA may adjust our 2024 multifamily housing goals

considering market conditions or for other reasons.

In October 2023, FHFA determined that we met all of our 2022 multifamily housing goals. The table below displays more

information about our 2022 multifamily housing goals and our performance against these goals, as well as our

multifamily housing goals for 2023 and 2024.

| Business | Legislation and Regulation | | --- || Fannie Mae 2023 Form 10-K | 16 | | --- | --- | | Multifamily Housing Goals | | | | | | --- | --- | --- | --- | --- | | | 2022 | | 2023 and 2024 | | | | Goal | Result | Goal | | | | (Fixed number of units) | | (Percentage share of<br><br>goal-eligible units) | | | Low-income goal(1) | 415,000 | 419,361 | 61 | % | | Very low-income subgoal(2) | 88,000 | 127,905 | 12 | | | Small multifamily low-income subgoal(3) | 17,000 | 21,436 | 2.5 | |

(1)Affordable to low-income families, defined as families with incomes no greater than 80% of area median income.

(2)Affordable to very low-income families, defined as families with incomes no greater than 50% of area median income.

(3)Units in small multifamily properties (defined as properties with 5 to 50 units) affordable to low-income families.

We believe we met all of our 2023 multifamily housing goals. FHFA will make a final determination regarding our 2023

multifamily housing goals performance later in the year.

As described in “Risk Factors—GSE and Conservatorship Risk,” the actions we may take to meet our housing goals, as

well as our duty to serve underserved markets and our Equitable Housing Finance Plan obligations described below,

may materially adversely affect our business, results of operations and financial condition.

Duty to Serve Underserved Markets

The GSE Act requires that we serve very low-, low-, and moderate-income families in three specified underserved

markets: manufactured housing, affordable housing preservation and rural housing. FHFA requires that we adopt an

underserved markets plan for each underserved market covering a three-year period that sets forth the activities and

objectives we will undertake to meet our duty to serve in that market.

FHFA has also established an annual process for evaluating our achievements under the plans, with performance

results to be reported to Congress annually. If FHFA determines that we failed to meet the requirements of an

underserved markets plan, FHFA may require us to submit a housing plan for FHFA approval that could require us to

take additional steps. In October 2023, FHFA reported its determination that we complied with our 2022 duty to serve

requirements. We believe we also met our 2023 duty to serve obligations. FHFA will determine our performance with

respect to our 2023 duty to serve obligations in 2024.

Equitable Housing Finance Plan

FHFA instructed us to submit an Equitable Housing Finance Plan to FHFA and an annual performance report on our

actions undertaken pursuant to the plan. We publicly released our first Equitable Housing Finance Plan in June 2022

and an update to the plan in April 2023. We also published our inaugural Equitable Housing Finance Plan performance

report in April 2023. The Equitable Housing Finance Plan provides a three-year roadmap for our actions to advance

greater equity in the housing finance system by working to remove significant barriers to quality affordable rental

housing and homeownership for historically underserved consumers. More information about our Equitable Housing

Finance Plan and related performance report is available on our website.

Guaranty Fees and Pricing

Our guaranty fees and pricing are subject to regulatory, legislative and conservatorship requirements, including FHFA

guidance and instruction. These requirements include the following:

•Upfront Fees. FHFA, as conservator, must approve changes to the single-family national loan-level price

adjustments (or upfront fees) that we charge and can direct us to make other changes to our guaranty fee

pricing for new single-family acquisitions.

•Base Fees. We can change our base single-family guaranty fee pricing, subject to minimum base guaranty fees

set by FHFA. These minimum fees generally apply to our acquisitions of 30-year and 15-year single-family

fixed-rate loans in lender swap transactions.

•Return Targets. For new single-family and multifamily acquisitions, FHFA has instructed us to meet minimum

return on equity targets based on the enterprise regulatory capital framework requirements (including buffers)

assuming those requirements were in effect today. FHFA also has instructed us to establish a long-term target

for returns at the enterprise level. These return targets may affect the guaranty fees we charge.

•TCCA Fees. Pursuant to the Temporary Payroll Tax Cut Continuation Act of 2011, as amended by the

Infrastructure Investment and Jobs Act of 2021, until October 1, 2032, we are required to collect 10 basis points

in guaranty fees on all single-family mortgages delivered to us and pay these amounts to Treasury. We include

| Business | Legislation and Regulation | | --- || Fannie Mae 2023 Form 10-K | 17 | | --- | --- |

these amounts in net interest income and recognize the expense as “TCCA fees.” See “Certain Relationships

and Related Transactions, and Director Independence—Transactions with Related Persons—Transactions with

Treasury—Obligation to Pay TCCA Fees to Treasury” for additional discussion of our TCCA fees.

•UMBS®. Our ability to change our single-family guaranty fee pricing is limited by the FHFA rule described in

“FHFA Rule on Uniform Mortgage-Backed Securities” below.

In addition, under the senior preferred stock purchase agreement, we are not permitted to charge different single-family

guaranty fees based on the business characteristics of the seller, including their size, charter type or volume of business

with us.

New Products and Activities

The GSE Act requires us to notify FHFA before undertaking a new activity and to obtain prior approval before offering a

new product to the market, subject to certain exclusions. The FHFA rule implementing these provisions established a

process for the review of new activities and products by FHFA and defined a new product as any new activity that FHFA

determines merits public notice and comment about whether it is in the public interest. FHFA may approve a new

product proposed by us if FHFA determines that the new product is authorized under our charter, in the public interest

and consistent with safety and soundness. FHFA may place conditions or limitations on a new product or activity.

Executive Compensation

The amount and type of compensation we may pay our executives is subject to legal and regulatory restrictions,

particularly while we are in conservatorship, as described in “Executive Compensation—Compensation Discussion and

Analysis—Legal, Regulatory and Conservator Restrictions on Executive Compensation.”

FHFA Rule on Uniform Mortgage-Backed Securities

We and Freddie Mac issue single-family uniform mortgage-backed securities, or “UMBS.” We and Freddie Mac are

required to align our programs, policies and practices that affect the prepayment rates of to-be-announced (“TBA”)

market-eligible MBS pursuant to an FHFA rule. The rule is intended to ensure that Fannie Mae and Freddie Mac’s

programs, policies and practices that have a material effect on MBS cash flows remain aligned regardless of whether

we and Freddie Mac are in conservatorship. The rule provides a non-exhaustive list of covered programs, policies and

practices, including: single-family guaranty fees; eligibility standards for sellers, servicers, and mortgage insurers;

distressed loan servicing requirements; removal of mortgage loans from securities; servicer compensation; and

proposals that could materially change the credit risk profile of our single-family mortgages. FHFA may mandate

additional alignment efforts in the future that affect our business and our MBS. As a result of this rule, we must evaluate

each potential change to our programs, policies and practices, and if the change may cause misalignment, submit the

change to FHFA for evaluation and approval.

SEC Final Rule Prohibiting Conflicts of Interest in Certain Securitizations

In December 2023, the SEC published a final rule prohibiting conflicts of interest in certain securitization transactions.

The rule prohibits securitization participants from engaging in specified “conflicted transactions” with respect to an

asset-backed security for a period ending one year after the initial sale of that security. Securitization participants will be

required to comply with the rule effective in June 2025.

The final rule clarified that our credit risk transfer transactions are not prohibited transactions under the rule, as they fall

within an exception to the rule; however, we will be required to establish, implement, maintain, and enforce an internal

compliance program that is reasonably designed to ensure our compliance with the conditions of the exception.

Where You Can Find Additional Information

We make available free of charge through our website our annual reports on Form 10-K, quarterly reports on

Form 10‑Q, current reports on Form 8-K and all other SEC reports and amendments to those reports as soon as

reasonably practicable after we electronically file the material with, or furnish it to, the SEC. Our website address is

www.fanniemae.com. Materials that we file with the SEC are also available from the SEC’s website, www.sec.gov. You

may also request copies of any filing from us, at no cost, by calling the Fannie Mae Investor Relations & Marketing

Helpline at 1-800-2FANNIE (1-800-232-6643).

References in this report to our website or to the SEC’s website do not incorporate information appearing on those

websites unless we explicitly state that we are incorporating the information.

| Business | Legislation and Regulation | | --- || Fannie Mae 2023 Form 10-K | 18 | | --- | --- |

Forward-Looking Statements

This report includes statements that constitute forward-looking statements within the meaning of Section 21E of the

Exchange Act. In addition, we and our senior management may from time to time make forward-looking statements in

our other filings with the SEC, our other publicly available written statements and orally to analysts, investors, the news

media and others. Forward-looking statements often include words such as “expect,” “anticipate,” “intend,” “plan,”

“believe,” “seek,” “estimate,” “forecast,” “project,” “would,” “should,” “could,” “likely,” “may,” “will” or similar words.

Examples of forward-looking statements in this report include, among others, statements relating to our beliefs and

expectations regarding the following matters:

•economic, mortgage market and housing market conditions (including expectations regarding economic growth,

home price growth, unemployment rates, loan origination volumes and interest rates), the factors that will affect

those conditions, and the impact of those conditions on our business and financial results;

•the impact of hedge accounting on the volatility of our financial results;

•our future net worth;

•the future aggregate liquidation preference of our senior preferred stock;

•our future dividend payments on the senior preferred stock;

•our business plans and strategies, and their impact, including our expectations and beliefs relating to: the use

and potential benefits of artificial intelligence; our efforts to advance greater equity in the housing finance

system; and our succession planning approach;

•the impact of changes in our pricing;

•the factors that will attract private investors in our equity securities and the impact of such factors on our ability

to exit conservatorship and on our business;

•the credit performance of the loans in our guaranty book of business (including future loan delinquencies and

foreclosures) and the factors that will affect such performance;

•the effects of our credit risk transfer transactions, as well as the factors that will affect our engagement in future

credit risk transfer transactions;

•the factors that will affect the competition we face;

•how we intend to repay our debt obligations and the factors that will affect our access to debt funding;

•the factors that will affect our credit ratings and the impact of changes in our credit ratings;

•the impact of legislation and regulation on our business, financial results or financial condition;

•our housing goals and duty-to-serve performance;

•our payments to HUD and Treasury funds under the GSE Act;

•the impact of future changes to our credit score model requirements and our credit report requirements;

•legal and regulatory proceedings;

•the risks to our business;

•our counterparty concentration and the risk of default or loss relating to specified counterparties;

•climate change and its impact; and

•cyber attacks and other information security threats, and the impact of our cybersecurity defense tools and

systems safeguards.

Forward-looking statements reflect our management’s current expectations, forecasts or predictions of future conditions,

events or results based on various assumptions and management’s estimates of trends and economic conditions in the

markets in which we are active and that otherwise impact our business plans. Forward-looking statements are not

guarantees of future performance. By their nature, forward-looking statements are subject to significant risks and

uncertainties and changes in circumstances. Our actual results and financial condition may differ, possibly materially,

from the anticipated results and financial condition indicated in these forward-looking statements.

| Business | Forward-Looking Statements | | --- || Fannie Mae 2023 Form 10-K | 19 | | --- | --- |

There are a number of factors that could cause actual conditions, events or results to differ materially from those

described in our forward-looking statements, including, among others, the following:

•factors that will affect future economic conditions, including the persistence of inflationary pressures and the

risk of financial market disruptions;

•growth, deterioration and the overall health and stability of the U.S. economy, including U.S. gross domestic

product (“GDP”), unemployment rates, personal income, inflation and other indicators thereof;

•the timing and level of, as well as regional variation in, home price changes;

•the volume of mortgage originations;

•the size and our share of the U.S. mortgage market and the factors that affect them, including population

growth and household formation;

•changes in fiscal or monetary policy of the U.S. or other countries, and the impact of such changes on domestic

and international financial markets;

•domestic, regional and global political risks and uncertainties, including the impact of conflict in the Middle East,

the Russian war in Ukraine, and tensions between China and Taiwan;

•the impact of stress in the banking sector on the financial condition and business activities of our

counterparties, including stress on regional banks and on banks with significant exposure to commercial real

estate;

•future interest rates and credit spreads;

•developments that may be difficult to predict, including: market conditions that result in changes in our deferred

guaranty fee income or changes in net interest income from our portfolios; fluctuations in the estimated fair

value of our derivatives and other financial instruments that we mark to market through our earnings; and

developments that affect our loss reserves, such as changes in interest rates, home prices or accounting

standards;

•disruptions or instability in the housing and credit markets;

•changes in the demand for Fannie Mae MBS, our debt securities or our credit risk transfer securities, in general

or from one or more major groups of investors;

•constraints on our entry into new credit risk transfer transactions;

•a decrease in our credit ratings;

•limitations on our ability to access the debt capital markets;

•the size, composition, quality and performance of our guaranty book of business and retained mortgage

portfolio;

•how long loans in our guaranty book of business remain outstanding;

•our and our competitors’ future guaranty fee pricing and the impact of that pricing on our competitive

environment and guaranty fee revenues;

•the competitive environment in which we operate, including the impact of legislative, regulatory or other

developments on levels of competition in our industry and other factors affecting our market share;

•significant challenges we face in retaining and hiring qualified executives and other employees;

•our conservatorship, including any changes to or termination (by receivership or otherwise) of the

conservatorship and its effect on our business;

•the investment by Treasury, including the impact of past or potential future changes to the terms of the senior

preferred stock purchase agreement, and their effect on our business, including restrictions imposed on us by

the terms of the senior preferred stock purchase agreement, the senior preferred stock, and the warrant, as

well as the extent that these or other restrictions on our business and activities are applied to us through other

mechanisms even if we cease to be subject to these agreements and instruments;

•uncertainty regarding our future, our exit from conservatorship, our ability to raise or earn the capital needed to

meet our capital requirements, and our ability to achieve long-term return targets;

•the impact of the enterprise regulatory capital framework, as well as future legislative and regulatory

requirements or changes, governmental initiatives, or executive orders affecting us, such as the enactment of

| Business | Forward-Looking Statements | | --- || Fannie Mae 2023 Form 10-K | 20 | | --- | --- |

housing finance reform legislation, including changes that limit our business activities or our footprint, impose

new mandates on us, or affect our ability to change our pricing;

•the possibility that changes in leadership at FHFA or the Administration may result in changes that affect our

company or our business;

•actions we may be required to take by FHFA, in its role as our conservator or as our regulator, such as changes

in the type of business we do, or actions relating to UMBS or our resecuritization of Freddie Mac-issued

securities;

•limitations on our business imposed by FHFA, in its role as our conservator or as our regulator;

•adverse effects from activities we undertake to support the mortgage market and help borrowers, renters,

lenders and servicers, including actions we may take to reach additional underserved borrowers or address

barriers to sustainable housing opportunities and advance equity in housing finance;

•our reliance on CSS and the common securitization platform CSS operates for a majority of our single-family

securitization activities; provisions in the CSS limited liability company agreement that permit FHFA to add

members to the CSS Board of Managers, which may limit the ability of Fannie Mae and Freddie Mac to control

decisions of the Board; and changes FHFA may require in our relationship with or in our support of CSS;

•actions by FHFA, Treasury, the Federal Reserve, the Office of the Comptroller of the Currency (“OCC”), the

Federal Deposit Insurance Corporation (“FDIC”), the Commodity Futures Trading Commission (“CFTC”), HUD,

the CFPB, the SEC or other regulators, Congress, the Executive Branch, or state or local governments that

affect our business;

•changes in the structure and regulation of the financial services industry;

•a default by the United States government on its obligations;

•a shutdown of the United States government;

•the potential impact of a change in the corporate income tax rate, which we expect would affect our net income

in the quarter of enactment;

•significant changes in forbearance, modification and foreclosure activity;

•the volume and pace of any future nonperforming and reperforming loan sales and their impact on our financial

results and serious delinquency rates;

•changes in borrower behavior;

•actions we may take to mitigate losses, and the effectiveness of our loss mitigation strategies, management of

our REO inventory and pursuit of contractual remedies;

•natural disasters, environmental disasters, terrorist attacks, widespread health emergencies or pandemics,

infrastructure failures, or other disruptive or catastrophic events;

•severe weather events, fires, floods or other climate change events or impacts, including those for which we

may be uninsured or under-insured or that may affect our counterparties, and other risks resulting from climate

change and efforts to address climate change and related risks;

•defaults by one or more of our counterparties;

•resolution or settlement agreements we may enter into with our counterparties;

•our need to rely on third parties to fully achieve some of our corporate objectives, including our reliance on

mortgage servicers;

•the effectiveness of our risk management processes and related controls, including those relating to climate

risk and model risk;

•the effectiveness of our business resiliency plans and systems;

•the stability and adequacy of the systems and infrastructure that impact our operations, including ours and

those of CSS, our other counterparties and other third parties;

•the impact of interdependence between the single-family mortgage securitization programs of Fannie Mae and

Freddie Mac in connection with UMBS;

•operational control weaknesses;

•our reliance on models and future updates we make to our models, including the data and assumptions used

by these models;

| Business | Forward-Looking Statements | | --- || Fannie Mae 2023 Form 10-K | 21 | | --- | --- |

•cyber attacks or other information security breaches or threats impacting us or the third parties with which we

do business;

•changes in GAAP, guidance by the Financial Accounting Standards Board (“FASB”) and changes to our

accounting policies;

•changes in the fair value of our assets and liabilities; and

•the other factors described in “Risk Factors.”

Readers are cautioned not to unduly rely on the forward-looking statements we make and to place these forward-

looking statements into proper context by carefully considering the factors identified above and those discussed in “Risk

Factors” in this report. These forward-looking statements are representative only as of the date they are made, and we

undertake no obligation to update any forward-looking statement as a result of new information, future events or

otherwise, except as required under the federal securities laws.

Item 1A.  Risk Factors

The risks we face could materially adversely affect our business, results of operations, financial condition, liquidity and

net worth, and could cause our actual results to differ materially from our past results or the results contemplated by any

forward-looking statements we make. We believe the risks described below and in the other sections of this report

referenced below are the most significant we face; however, these are not the only risks we face. We face additional

risks and uncertainties not currently known to us or that we currently believe are immaterial. Refer to “MD&A—Key

Market Economic Indicators,” “MD&A—Risk Management,” “MD&A—Single-Family Business” and “MD&A—Multifamily

Business” for more detailed descriptions of the primary risks to our business and how we seek to manage those risks.

Risk Factors Summary

The summary of risks below provides an overview of the principal risks we are exposed to in the normal course of our

business activities. This summary does not contain all of the information that may be important to you, and you should

read the more detailed discussion of risks that follows this summary.

GSE and Conservatorship Risk

•The future of our company is uncertain.

•We are significantly undercapitalized and may be unable to achieve full capitalization. Our higher capital

requirements relative to our primary competitor could materially negatively affect our business.

•FHFA, as our conservator, controls our business activities. We may be required to take actions that are difficult

to implement, reduce our profitability or expose us to additional risk.

•Our business activities are significantly affected by the senior preferred stock purchase agreement.

•Our regulator is authorized or required to place us into receivership under specified conditions, which would

result in our liquidation. Amounts recovered by our receiver may not be sufficient to pay claims outstanding

against us, repay the liquidation preference of our preferred stock or to provide any proceeds to common

stockholders.

•Our business and results of operations may be materially adversely affected if we are unable to retain and

recruit well-qualified executives and other employees. The conservatorship, the uncertainty of our future, and

limitations on our executive and employee compensation put us at a disadvantage compared to many other

companies with which we compete for talent.

•Pursuing our housing goals, duty to serve obligations, and Equitable Housing Finance Plan may materially

adversely affect our business, results of operations and financial condition.

•The conservatorship and agreements with Treasury adversely affect our common and preferred stockholders.

•The liquidity and market value of our MBS could be adversely affected by negative developments in the UMBS

market or from the loss of support from certain regulatory bodies for UMBS.

•Our issuance of UMBS and structured securities backed by Freddie Mac-issued securities exposes us to

significant operational and counterparty credit risk.

•Our reliance on CSS and the common securitization platform exposes us to significant third-party risk.

•We are limited in our ability to diversify our business and undertake activities that management believes would

benefit our business.

| Business | Forward-Looking Statements | | --- || Fannie Mae 2023 Form 10-K | 22 | | --- | --- |

•An active trading market in our equity securities may cease to exist, which would adversely affect the market

price and liquidity of our common and preferred stock.

Credit Risk

•We may incur significant provisions for credit losses and write-offs on the loans in our book of business.

•The credit enhancements we use provide only limited protection against potential future credit losses. These

transactions also increase our expenses.

•We may suffer material losses if borrowers suffer property damage as a result of hazards for which the

borrowers have no or insufficient insurance.

•The occurrence of major natural or other disasters in the United States or its territories could materially

increase our provision for credit losses and our write-offs.

•Our business, financial condition and results of operations could be materially adversely affected by impacts

related to climate change.

•One or more of our institutional counterparties may fail to fulfill their contractual obligations to us, resulting in

financial losses, business disruption and decreased ability to manage risk.

•Our financial condition or results of operations may be materially adversely affected if mortgage servicers fail to

perform their obligations to us.

•We may incur losses as a result of claims under our mortgage insurance policies not being paid in full or at all.

•Mortgage fraud could result in significant financial losses and harm to our reputation.

Operational and Model Risk

•A failure in our operational systems or infrastructure, or those of third parties, could materially adversely affect

our business, impair our liquidity, cause financial losses and harm our reputation.

•A breach of the security of our systems, or those of third parties with which we do business, including as a

result of cyber attacks, could materially damage or disrupt our business or result in the disclosure or misuse of

confidential or other information (including personal information) that could materially damage our reputation,

result in material regulatory sanctions and/or result in increased costs or losses that have a material adverse

impact on our business, financial results and financial condition.

•Material weaknesses in our internal control over financial reporting could result in errors in our reported results

or disclosures that are not complete or accurate.

•Failure of our models to produce reliable results may materially adversely affect our ability to manage risk and

make effective business decisions, as well as create regulatory and reputational risk.

Liquidity and Funding Risk

•Limitations on our ability to access the debt capital markets could have a material adverse effect on our ability

to fund our operations, and our liquidity contingency plans may be difficult or impossible to execute during a

sustained liquidity crisis.

•A decrease in the credit ratings on our senior unsecured debt could increase our borrowing costs and have an

adverse effect on our ability to issue debt on reasonable terms, particularly if such a decrease were not based

on a similar action on the credit ratings of the U.S. government. A decrease in our credit ratings also could

require that we post additional collateral for our derivatives contracts.

Market and Industry Risk

•Changes in interest rates or our loss of the ability to manage interest-rate risk successfully could materially

adversely affect our financial results and condition, and increase our interest-rate risk.

•Changes in spreads could materially impact our results of operations, net worth and the fair value of our net

assets.

•Our business and financial results are affected by general economic conditions, including home prices and

employment trends, and changes in economic conditions or financial markets may materially adversely affect

our business and financial condition. Volatility or uncertainty in global, regional or domestic political conditions

also can significantly affect economic conditions and financial markets.

•Actions by the Federal Reserve can materially affect our business and financial condition, including our

business volumes and demand for our mortgage-backed securities.

| Risk Factors | Risk Factors Summary | | --- || Fannie Mae 2023 Form 10-K | 23 | | --- | --- |

Legal and Regulatory Risk

•Regulatory changes in the financial services industry may negatively impact our business.

•Legislative, regulatory or judicial actions could negatively impact our business, results of operations, financial

condition, liquidity or net worth.

•Our business and financial results could be materially adversely affected by legal or regulatory proceedings.

General Risk

•Changes in accounting standards and policies can be difficult to predict and can materially impact how we

record and report our financial results.

•In many cases, our accounting policies and methods, which are fundamental to how we report our financial

condition and results of operations, require management to make judgments and estimates about matters that

are inherently uncertain. Management also relies on models in making these estimates.

GSE and Conservatorship Risk

The future of our company is uncertain.

The company faces an uncertain future, including how long we will continue to exist in our current form, the extent of our

role in the market, the level of government support of our business, how long we will be in conservatorship, what form

we will have, what ownership interest, if any, our current common and preferred stockholders will hold in us after the

conservatorship is terminated, and whether we will continue to exist following conservatorship. The conservatorship has

been in place since 2008, is indefinite in duration, and the timing, conditions and likelihood of our emerging from

conservatorship are uncertain. Our conservatorship could terminate through a receivership. Termination of the

conservatorship, other than in connection with a receivership, requires Treasury’s consent under the senior preferred

stock purchase agreement; unless (1) all currently pending significant litigation relating to the conservatorship and the

August 2012 amendment to the senior preferred stock purchase agreement has been resolved, and (2) for two or more

consecutive quarters, our common equity tier 1 capital, together with any other stockholder equity that we may issue in

a public offering, equals or exceeds 3% of our adjusted total assets (as defined in the enterprise regulatory capital

framework). See “Legal Proceedings” and “Note 17, Commitments and Contingencies” for a discussion of the pending

significant litigation relating to the amendment of the senior preferred stock purchase agreement and/or

conservatorship.

We believe that the returns on our current book of business are not sufficient to attract private investors in our equity

securities, which we believe would limit our options for exiting conservatorship. Increasing our returns to a level

sufficient to attract private investors may require substantial increases in our pricing or changes in other aspects of our

business that would likely affect our competitive position, our loan acquisition volumes and market share, the mix of

loans that we acquire or the type of business we do, including the level of support we provide to low- and moderate-

income borrowers and renters. Our ability to increase our returns may be limited given our business model and role in

the U.S. housing market. In addition, we believe that Treasury’s potential additional substantial equity ownership in our

company, along with restrictions imposed on our business and future dividends and fees we will be required to pay to

Treasury under the current terms of the senior preferred stock purchase agreement, reduces our attractiveness to

potential equity investors.

If we exit conservatorship, specified regulatory exemptions that currently apply to us or our securities would no longer

apply, such as the rule implementing the Dodd-Frank Act’s credit risk retention requirement and the Federal Reserve

Board’s single-counterparty credit limits rule. The expiration of these exemptions could result in significant changes to

our business and materially adversely affect our financial results and condition.

The Administration and Congress may consider housing finance reforms or legislation that could result in significant

changes in our structure and role in the future, including proposals that would result in Fannie Mae’s liquidation or

dissolution. Congress may consider legislation, or federal agencies such as FHFA may consider regulations or

administrative actions, to increase the competition we face, reduce our market share, further restrict our ability to

change our loan pricing, further expand our obligations to provide funds to Treasury, further constrain our business

operations, or subject us to other obligations or restrictions that may adversely affect our business. We cannot predict

the timing or content of housing finance reform legislation or other legislation, regulations or administrative actions that

will impact our activities, nor can we predict the extent of such impact.

We are significantly undercapitalized and may be unable to achieve full capitalization. Our higher capital

requirements relative to our primary competitor could materially negatively affect our business.

Our current capital levels are negative and are significantly below the levels required under the enterprise regulatory

capital framework. In addition, we may be unable to achieve full capitalization under the enterprise regulatory capital

| Risk Factors | Risk Factors Summary | | --- || Fannie Mae 2023 Form 10-K | 24 | | --- | --- |

framework, as dividends to Treasury on the senior preferred stock may resume before we reach full capitalization. Our

efforts to build capital to meet our requirements can be significantly affected by the amount, type and pricing of our new

loan acquisitions, which can drive increases in our required capital that offset or even outpace increases in our available

capital.

We have higher capital requirements than our primary competitor, Freddie Mac, driven primarily by the larger size of our

guaranty book of business. These higher capital requirements relative to Freddie Mac could materially negatively affect

our ability to compete with Freddie Mac for the acquisition of mortgage loans, our market share, and the profitability and

credit characteristics of the loans we acquire. For more information on the enterprise regulatory capital framework and

our capital metrics as of December 31, 2023, see “Business—Legislation and Regulation—Capital Requirements” and

“MD&A—Liquidity and Capital Management—Capital Management—Capital Requirements.”

FHFA, as our conservator, controls our business activities. We may be required to take actions that are difficult

to implement, reduce our profitability or expose us to additional risk.

In conservatorship, our business is not managed with a strategy to maximize stockholder value. Our directors owe their

fiduciary duties of care and loyalty solely to the conservator. Thus, while we are in conservatorship, the Board has no

fiduciary duties to the company or its stockholders. The Supreme Court has interpreted FHFA’s authority as conservator

expansively, noting that “when the FHFA acts as a conservator, it may aim to rehabilitate the regulated entity in a way

that, while not in the best interests of the regulated entity, is beneficial to the Agency and, by extension, the public it

serves.” As conservator, FHFA can direct us to enter into contracts or enter into contracts on our behalf, and generally

has the power to transfer or sell any of our assets or liabilities.

Our strategic direction is subject to FHFA review and approval. FHFA also requires us to meet specified annual

corporate performance objectives referred to as the conservatorship scorecard. We face a variety of different, and

sometimes competing, business objectives and FHFA-mandated activities, such as the initiatives we have been

pursuing under the conservatorship scorecards. FHFA has and may require us to undertake activities that are costly or

difficult to implement and that increase our operational risk. FHFA also has required us to make changes to our

business that have adversely affected our financial results and could require us to make additional changes at any time.

For example, FHFA may require us to undertake some activities that: reduce our profitability; expose us to additional

credit, market, funding, operational, and other risks; or provide additional support for the mortgage market that serves

our mission, but adversely affects our financial results.

FHFA can prevent us from engaging in business activities or transactions that we believe would benefit our business

and financial results, and from time to time has done so. For example, because FHFA can direct us to make changes to

our guaranty fee pricing and can prevent us from making changes to our guaranty fee pricing, our ability to address

changing market conditions, pursue certain strategic objectives, or manage the mix of loans we acquire is constrained.

With FHFA’s broad powers as conservator, changes in leadership at FHFA, including those resulting from a change in

the Administration, could result in significant changes to the goals FHFA establishes for us and could have a material

impact on our business and financial results. The President has the power to remove the Director of FHFA for any

reason.

Our business activities are significantly affected by the senior preferred stock purchase agreement.

Even if we are released from conservatorship, we remain subject to the terms of the senior preferred stock purchase

agreement with Treasury, under which we issued the senior preferred stock and warrant. The senior preferred stock

purchase agreement can only be waived or amended with the consent of Treasury. The agreement includes a number

of covenants that significantly restrict our business activities. We believe these restrictions under the senior preferred

stock purchase agreement adversely affect our ability to attract capital from the private sector. For more information

about the covenants in the senior preferred stock purchase agreement and their potential impact on our business, see

“Business—Conservatorship and Treasury Agreements—Treasury Agreements—Covenants.”

Our regulator is authorized or required to place us into receivership under specified conditions, which would

result in our liquidation. Amounts recovered by our receiver may not be sufficient to pay claims outstanding

against us, repay the liquidation preference of our preferred stock or to provide any proceeds to common

stockholders.

The Director of FHFA is required to place us into receivership if they make a written determination that our assets are

less than our obligations or if we have not been paying our debts as they become due, in either case, for a period of

60 days after the SEC filing deadline for any of our Form 10-Ks or Form 10-Qs. Although Treasury committed to

providing us funds in accordance with the terms of the senior preferred stock purchase agreement, if we need funding

from Treasury to avoid triggering FHFA’s obligation to place us into receivership, Treasury may not be able to provide

sufficient funds to us within the required 60 days if it has exhausted its borrowing authority, if there is a government

shutdown, or if the funding we need exceeds the amount available to us under the agreement. In addition, we could be

| Risk Factors | GSE and Conservatorship Risk | | --- || Fannie Mae 2023 Form 10-K | 25 | | --- | --- |

put into receivership at the discretion of the Director of FHFA at any time for the reasons set forth in the GSE Act,

including if our Board or stockholders consent to the appointment of a receiver or, if under the definitions in the GSE Act,

we are undercapitalized with no reasonable prospect of becoming adequately capitalized or we are critically

undercapitalized. Under the GSE Act, FHFA succeeded to all of the rights, titles, powers and privileges of our board of

directors and stockholders.

A receivership would terminate our conservatorship. In addition to the powers FHFA has as our conservator, the

appointment of FHFA as our receiver would terminate all rights and claims that our stockholders and creditors may have

against our assets or under our charter arising from their status as stockholders or creditors, except for their right to

payment, resolution or other satisfaction of their claims as permitted under the GSE Act. If we are placed into

receivership and do not or cannot fulfill our MBS guaranty obligations, there may be significant delays of any payments

to our MBS holders, and the MBS holders could become unsecured creditors of ours with respect to claims made under

our guaranty to the extent the mortgage collateral underlying the Fannie Mae MBS is insufficient to satisfy the claims of

the MBS holders.

In the event of a liquidation of our assets, only after payment of secured claims, administrative expenses of the receiver

and the immediately preceding conservator, other obligations of the company (other than obligations to stockholders),

and the liquidation preference of the senior preferred stock, would any liquidation proceeds be available to repay the

liquidation preference on any other series of preferred stock. Finally, only after the liquidation preference on all series of

preferred stock is repaid would any liquidation proceeds be available for distribution to the holders of our common stock.

In the event of such a liquidation, we can make no assurances that there would be sufficient proceeds to make any

distribution to holders of our preferred stock or common stock, other than to Treasury as the holder of our senior

preferred stock. As described in “Business—Conservatorship and Treasury Agreements—Treasury Agreements—

Senior Preferred Stock Purchase Agreement and Senior Preferred Stock,” under the current terms of the senior

preferred stock, until the capital reserve end date, the liquidation preference of the senior preferred stock increases

each quarter by the amount of the increase in our net worth, if any, during the immediately prior fiscal quarter. The

aggregate liquidation preference of the senior preferred stock was $195.2 billion as of December 31, 2023 and we

expect it will continue to increase as we increase our net worth.

Our business and results of operations may be materially adversely affected if we are unable to retain and

recruit well-qualified executives and other employees. The conservatorship, the uncertainty of our future, and

limitations on our executive and employee compensation put us at a disadvantage compared to many other

companies with which we compete for talent.

Our business is highly dependent on the talents and efforts of our executives and other employees. The

conservatorship, the uncertainty of our future, and limitations on executive and employee compensation have had, and

are likely to continue to have, an adverse effect on our ability to retain and recruit talent. Departures in key management

positions and challenges in finding replacements could harm our ability to manage our business effectively, to

successfully implement strategic initiatives, and ultimately could adversely affect our financial performance.

Actions taken by Congress, FHFA and Treasury to date, or that may be taken by them or other government agencies in

the future, have had, and are expected to continue to have, an adverse effect on our retention and recruitment of

executives and other employees. We are subject to significant restrictions on the amount and type of compensation we

may pay as a result of the senior preferred stock purchase agreement and conservatorship, as described in more detail

in “Executive Compensation—Compensation Discussion and Analysis—Legal, Regulatory and Conservator Restrictions

on Executive Compensation.” For example, during conservatorship direct annual compensation for our Chief Executive

Officer is limited to base salary at an annual rate of $600,000 and our senior executives are prohibited from receiving

bonuses.

As a result of the restrictions on our compensation, we have not been able to incent and reward excellent performance

with compensation structures that provide upside potential to our executives, which places us at a disadvantage

compared to many other companies in attracting and retaining executives. In addition, the restrictions on our

compensation and the uncertainty of potential action by Congress or the Administration with respect to our future—

including the potential for a new Administration to make significant changes to the goals FHFA establishes for us,

whether we will exit conservatorship, how long it may take before we exit conservatorship, or whether housing finance

reform will result in a significant restructuring of the company or the company no longer continuing to exist—also may

adversely affect our ability to retain and recruit executives and other employees.

The cap on our Chief Executive Officer compensation continues to make retention and succession planning for this

position difficult, and it may make it difficult to attract qualified candidates for this critical role in the future. We face

competition from the financial services and technology industries, and from businesses outside of these industries, for

qualified executives and other employees. If future competition for executive and employee talent is strong and if we are

unable to retain, promote and attract executives and other employees with the necessary skills and talent, we would

| Risk Factors | GSE and Conservatorship Risk | | --- || Fannie Mae 2023 Form 10-K | 26 | | --- | --- |

face increased risks for operational failures. In the future, if there are several high-level departures at approximately the

same time, our ability to conduct our business could be materially adversely affected, which could have a material

adverse effect on our results of operations and financial condition.

Pursuing our housing goals, duty to serve obligations, and Equitable Housing Finance Plan may materially

adversely affect our business, results of operations and financial condition.

We are required by the GSE Act to support the housing market in ways that could materially adversely affect our

financial results and condition. For example, we are subject to housing goals that require a portion of the mortgage

loans we acquire to meet specified standards relating to affordability or location. We also have a duty to serve very low-,

low- and moderate-income families in three specified underserved markets: manufactured housing, affordable housing

preservation and rural housing. In 2021, FHFA instructed us to prepare and implement a three-year Equitable Housing

Finance Plan. This plan, which we initially published in June 2022 and updated in April 2023, is intended to advance

greater equity in the housing finance system by working to remove significant barriers to quality affordable rental

housing and homeownership for historically underserved consumers. We are taking actions to support the housing

market, including to meet our housing goals, duty to serve obligations and Equitable Housing Finance Plan, that could

materially adversely affect our profitability and our ability to meet our targeted return requirements established by FHFA.

For example, we are acquiring loans to meet our housing goals that offer lower expected returns than the returns

earned on non-housing-goal-related loans and that could materially adversely affect our ability to meet our capital

requirements. In addition, some of the loans we acquire to meet our housing goals, duty to serve obligations and

Equitable Housing Finance Plan obligations also pose a higher credit risk than the other loans we purchase, which

could materially increase our provision for credit losses and our write-offs.

If we do not meet our housing goals or duty to serve requirements, and FHFA finds that the goals or requirements were

feasible, we may become subject to a housing plan with additional requirements that could have a material adverse

effect on our results of operations and financial condition. The potential penalties for failure to comply with housing plan

requirements relating to our housing goals include a cease-and-desist order and civil money penalties. See “Business—

Legislation and Regulation” for more information on our housing goals, duty to serve underserved markets and

Equitable Housing Finance Plan.

The conservatorship and agreements with Treasury adversely affect our common and preferred stockholders.

The material adverse effects of the conservatorship on our stockholders under our agreements with Treasury include

the following:

No voting rights during conservatorship. During conservatorship, our common stockholders do not have the ability to

elect directors or to vote on other matters unless the conservator delegates this authority to them.

No dividends to common or preferred stockholders, other than to Treasury. Our conservator announced in September

2008 that we would not pay any dividends on the common stock or on any series of preferred stock, other than the

senior preferred stock, while we are in conservatorship. In addition, under the terms of the senior preferred stock

purchase agreement, dividends may not be paid to common or preferred stockholders (other than on the senior

preferred stock) without the prior written consent of Treasury, regardless of whether we are in conservatorship.

Our profits directly increase the liquidation preference of Treasury’s senior preferred stock and we will be required to

pay dividends on the senior preferred stock in the future. The senior preferred stock ranks senior to our common stock

and all other series of our preferred stock, as well as any capital stock we issue in the future, as to both dividends and

distributions upon liquidation. Accordingly, if we are liquidated, the senior preferred stock is entitled to its then-current

liquidation preference, before any distribution is made to the holders of our common stock or other preferred stock.

Under the current terms of the senior preferred stock, until the capital reserve end date, the liquidation preference of the

senior preferred stock increases each quarter by the amount of the increase in our net worth, if any, during the

immediately prior fiscal quarter. We expect the aggregate liquidation preference of the senior preferred stock will

continue to increase as we increase our net worth. In addition, the current terms of the senior preferred stock provide

that, following the capital reserve end date, we will be required to pay dividends on the senior preferred stock of the

lesser of (1) a 10% annual rate on the then-current liquidation preference of the senior preferred stock and (2) an

amount equal to the incremental increase in our net worth during the immediately prior fiscal quarter. The current terms

of the senior preferred stock also provide that dividends will resume when our net worth exceeds the amount of adjusted

total capital necessary for us to meet the capital requirements and buffers set forth in the enterprise regulatory capital

framework, which we expect will occur before the capital reserve end date because our net worth is calculated

differently than, and is higher than, our available capital under the enterprise regulatory capital framework. See

“Business—Conservatorship and Treasury Agreements—Treasury Agreements—Senior Preferred Stock Purchase

Agreement and Senior Preferred Stock” for more information on the dividend provisions and aggregate liquidation

preference of the senior preferred stock.

| Risk Factors | GSE and Conservatorship Risk | | --- || Fannie Mae 2023 Form 10-K | 27 | | --- | --- |

Exercise of the Treasury warrant would substantially dilute the investment of current stockholders. If Treasury exercises

its warrant to purchase shares of our common stock equal to 79.9% of the total number of shares of our common stock

outstanding on a fully diluted basis, the ownership interest in the company of our then-existing common stockholders

will be substantially diluted.

We are not managed for the benefit of stockholders. Because we are in conservatorship, we are not managed with a

strategy to maximize stockholder returns.

The senior preferred stock purchase agreement, senior preferred stock and warrant can only be waived or amended

with the consent of Treasury. For additional description of the conservatorship and our agreements with Treasury, see

“Business—Conservatorship and Treasury Agreements.”

The liquidity and market value of our MBS could be adversely affected by negative developments in the UMBS

market or from the loss of support from certain regulatory bodies for UMBS.

The success of UMBS is largely predicated on the fungibility of UMBS issued by Fannie Mae and Freddie Mac. If

investors stop viewing Fannie Mae-issued UMBS and Freddie Mac-issued UMBS as fungible, or if investors prefer

Freddie Mac-issued UMBS over Fannie Mae-issued UMBS, it could adversely affect the liquidity and market value of

Fannie Mae MBS, the volume of our UMBS issuances and our guaranty fee revenues. FHFA adopted a rule to align

Fannie Mae and Freddie Mac programs, policies and practices that affect the prepayment rates of TBA-eligible

mortgage-backed securities to support the fungibility of Fannie Mae-issued UMBS and Freddie Mac-issued UMBS.

However, these alignment efforts may not be successful over the long term and the prepayment rates on Fannie Mae-

issued UMBS and Freddie Mac-issued UMBS could diverge in a manner that is disadvantageous for us. Our

competitiveness in purchasing single-family loans from our lenders and the volume and profitability of our single-family

business activity are directly affected by the price performance of UMBS issued by us relative to comparable Freddie

Mac-issued UMBS. If our UMBS were to trade at a discount relative to comparable Freddie Mac-issued UMBS due to

prepayment performance or other factors, such a difference in relative pricing may create an incentive for lenders to

conduct more of their single-family business with Freddie Mac.

It is possible that a liquid market for our UMBS may not be sustained, which could adversely affect their price

performance and our single-family market share. A significant reduction in our market share, and thus in the volume of

loans that we securitize, or a reduction in the trading volume of our UMBS could reduce the liquidity of our UMBS. While

we may decide to employ various strategies to support the liquidity and price performance of our UMBS, any such

strategies may fail or adversely affect our business and financial results. We may cease any such activities at any time,

or FHFA could require us to do so, which could adversely affect the liquidity and price performance of our UMBS. We

may incur costs to support our acquisition of loans and to support the liquidity and price performance of our securities.

Liquidity-related price differences could occur between UMBS issued by us and comparable Freddie Mac-issued UMBS

due to factors that are largely outside of our control. Therefore, any strategies we employ to reduce any liquidity-related

price differences may not reduce or eliminate any such price differences over the long term.

We may experience price differences with Freddie Mac on individual new production pools of TBA-eligible mortgages,

particularly with respect to specified pools and our multi-lender securities. From time to time, we may need to adjust our

pricing for a particular new production pool category or introduce new initiatives to maintain alignment and

competitiveness with Freddie Mac with respect to the acquisition of such pools. Depending on the amount of pricing

adjustments in any period, it is possible that those adjustments could adversely affect our guaranty fee revenues for that

period.

The continued support of FHFA, Treasury, the Securities Industry and Financial Markets Association, and certain other

regulatory bodies is critical to the success of UMBS. If any of these entities were to cease its support, the liquidity and

market value of Fannie Mae-issued UMBS could be adversely affected. Furthermore, if either we or Freddie Mac exits

conservatorship, it is unclear whether our and Freddie Mac’s programs, policies and practices in support of UMBS and

resecuritizations of each other’s securities would be sustained.

Our issuance of UMBS and structured securities backed by Freddie Mac-issued securities exposes us to

significant operational and counterparty credit risk.

When we resecuritize Freddie Mac-issued UMBS or other Freddie Mac securities, our guaranty of principal and interest

extends to the underlying Freddie Mac security. Although we have an indemnification agreement with Freddie Mac, in

the event Freddie Mac were to fail (for credit or operational reasons) to make a payment due on its securities underlying

a Fannie Mae-issued structured security, we would be obligated under our guaranty to fund any shortfall and make the

entire payment on the related Fannie Mae-issued structured security on that payment date. A failure by Freddie Mac to

meet its obligations under the terms of its securities that back structured securities we issue could have a material

adverse effect on our earnings and financial condition, and we could be dependent on Freddie Mac and on the senior

preferred stock purchase agreements that we and Freddie Mac each have with Treasury to avoid a liquidity event or a

| Risk Factors | GSE and Conservatorship Risk | | --- || Fannie Mae 2023 Form 10-K | 28 | | --- | --- |

default under our guaranty. Our current risk exposure to Freddie Mac-issued securities is provided in “MD&A—Guaranty

Book of Business.”

In addition, UMBS have created significant interdependence between the single-family mortgage securitization

programs of Fannie Mae and Freddie Mac. Accordingly, the market value and liquidity profile of single-family Fannie

Mae MBS could be affected by financial and operational incidents relating to Freddie Mac, even if those incidents do not

directly relate to Fannie Mae or Fannie Mae MBS. Similarly, any disruption in Freddie Mac’s securitization activities or

any adverse events affecting Freddie Mac’s significant mortgage lenders and servicers also could adversely affect the

market value of single-family Fannie Mae MBS.

Our reliance on CSS and the common securitization platform exposes us to significant third-party risk.

We rely on CSS and its common securitization platform for the operation of a majority of our single-family securitization

activities. Although we jointly own CSS with Freddie Mac, there are limitations on our ability to control CSS.

The CSS Board of Managers currently has seven members—two members designated by Fannie Mae, two members

designated by Freddie Mac, the CSS CEO, the Board Chair, who is appointed by FHFA, and an additional member

appointed by FHFA. Board actions must be approved by a majority vote and the Board may not take any actions absent

the Chair’s consent. While we and Freddie Mac both remain in conservatorship, FHFA has the right to designate up to

two additional board members at its discretion. Once either Fannie Mae or Freddie Mac has exited conservatorship and

is not in receivership, the Board Chair and any board members designated by FHFA may be removed by a unanimous

vote of the Fannie Mae and Freddie Mac members and the CSS CEO. Although the limited liability company agreement

would require our approval for certain “material decisions” if either we or Freddie Mac have exited conservatorship, the

Board may approve a number of actions even after conservatorship over the objection of the members we and Freddie

Mac designate, including: approval of the annual budget and strategic plan for CSS (so long as it does not involve a

material business change); withdrawal of capital by a member; and requiring capital contributions necessary to support

CSS’s ordinary business operations. It is possible that FHFA may require us to make additional changes to the CSS

limited liability company agreement, or may otherwise impose restrictions or provisions relating to CSS or UMBS, that

may adversely affect us.

We do not currently pay service fees to CSS under our customer services agreement; its operations are funded entirely

through capital contributions from Fannie Mae and Freddie Mac pursuant to the limited liability company agreement.

During conservatorship, FHFA can direct us to enter into an amendment of the customer services agreement, or enter

such an amendment on our behalf, that could provide for a fee structure that would survive an exit from conservatorship

absent a further amendment to the customer services agreement, which a majority of the Board would have to approve.

Although implementation of any fee changes could require a further amendment to the customer services agreement,

we might not have significant leverage to negotiate that amendment and the associated fee changes given our

dependence on CSS.

Our securitization activities are complex and present significant operational and technological challenges and risks. Any

measures we take to mitigate these challenges and risks might not be sufficient to prevent a disruption to our

securitization activities. Our business activities could be adversely affected and the market for single-family Fannie Mae

MBS could be disrupted if the common securitization platform were to fail or otherwise become unavailable to us or if

CSS were unable to perform its obligations to us. Any such failure or unavailability could have a significant adverse

impact on our business and could adversely affect the liquidity or market value of our single-family MBS. In addition, a

failure by CSS to maintain effective controls and procedures could result in material errors in our reported results or

disclosures that are not complete or accurate.

We are limited in our ability to diversify our business and undertake activities that management believes would

benefit our business.

As a federally chartered corporation, we are subject to the limitations imposed by the Charter Act, extensive regulation,

supervision and examination by FHFA, and regulation by other federal agencies, including Treasury, HUD and the SEC.

The Charter Act defines our permissible business activities. For example, we may not originate mortgage loans or

purchase single-family loans in excess of the conforming loan limits, and our business is limited to the U.S. housing

finance sector. FHFA, as our regulator, may impose and has imposed additional limitations on our business. For

example, the GSE Act requires us to obtain prior approval from FHFA for new products and to provide advance notice to

FHFA of new activities. As described in “Business—Legislation and Regulation—Guaranty Fees and Pricing,” we are

also subject to a number of limitations on the guaranty fees we are permitted to charge, which is our primary source of

revenue. In addition, as described in previous risk factors, our business activities are subject to significant restrictions as

a result of the conservatorship and the senior preferred stock purchase agreement, as well as under FHFA’s UMBS rule.

The limitations on our business have and are expected to continue to delay or prevent us from undertaking some new

business activities management believes would benefit our business. Further, as a result of the limitations on our ability

| Risk Factors | GSE and Conservatorship Risk | | --- || Fannie Mae 2023 Form 10-K | 29 | | --- | --- |

to diversify our operations, our financial condition and results of operations depend almost entirely on conditions in a

single sector of the U.S. economy, specifically, the U.S. housing market. Weak or unstable conditions in the U.S.

housing market can therefore have a significant adverse effect on our business that we cannot mitigate through

diversification. For a discussion of current U.S. housing market conditions, see “MD&A—Key Market Economic

Indicators.”

An active trading market in our equity securities may cease to exist, which would adversely affect the market

price and liquidity of our common and preferred stock.

Our common stock and preferred stock are now traded exclusively in the over-the-counter market, and are not currently

listed on any securities exchanges. We cannot predict the actions of market makers, investors or other market

participants, and can offer no assurances that the market for our securities will be stable. If there is no active trading

market in our equity securities, the market price and liquidity of the securities will be adversely affected. In addition, the

market price of our common stock and preferred stock is subject to significant volatility, which may be due to other

factors described in these “Risk Factors,” as well as speculation regarding our future, economic and political conditions

generally, liquidity in the over-the-counter market in which our stock trades, and other factors, many of which are

beyond our control. Such factors could cause the market price of our common stock and preferred stock to decline

significantly from their current levels, which may result in significant losses to holders of our common stock and

preferred stock.

Credit Risk

We may incur significant provisions for credit losses and write-offs on the loans in our book of business.

We are exposed to a significant amount of mortgage credit risk on our $4.1 trillion guaranty book of business. Borrowers

may fail to make required payments on mortgage loans we own or guaranty. This exposes us to the risk of credit losses.

In general, significant home price or multifamily property value declines or increased loan delinquencies could materially

increase our provision for credit losses and our write-offs. Loan delinquencies, among other factors, are influenced by

income growth rates and unemployment levels, which affect borrowers’ ability to repay their mortgage loans. Changes in

home prices or multifamily property values affect the amount of equity that borrowers have in their properties. As home

prices and multifamily property values increase, the severity of losses we incur on defaulted loans that we hold or

guarantee decreases because the amount we can recover from the properties securing the loans increases.

Conversely, declines in home prices and multifamily property values increase the losses we incur on defaulted loans. If

home prices or multifamily property values decline rapidly and a large number of borrowers default on their loans, we

could experience significant credit losses on our book of business. We may ultimately experience greater losses than

we currently expect and may have high provisions for credit losses in future periods.

Changes in interest rates can also affect our credit losses, as we describe in a risk factor below in “Market and Industry

Risk.” Also see “MD&A—Multifamily Business—Multifamily Mortgage Credit Risk Management—Multifamily Guaranty

Book Diversification and Monitoring” for a discussion of factors that are negatively affecting the credit risk profile of our

multifamily seniors housing portfolio.

Given our expectation of slower economic and home price growth in 2024 and 2025, we expect the credit performance

of the loans in our guaranty book of business may decline compared to recent performance, which is reflected in our

allowance for credit losses as of December 31, 2023. If economic conditions, home price growth or multifamily property

values are worse than we currently expect, we could experience materially higher provisions for credit losses and write-

offs. See “MD&A—Key Market Economic Indicators” for a discussion of our expectations for economic growth and home

prices.

We present detailed information about the risk characteristics of our single-family conventional guaranty book of

business in “MD&A—Single-Family Business” and our multifamily guaranty book of business in “MD&A—Multifamily

Business.”

The credit enhancements we use provide only limited protection against potential future credit losses. These

transactions also increase our expenses.

While we use certain credit enhancements to mitigate some of our potential future credit losses, we may not be able to

obtain as much protection from our credit enhancements as we would like for a number of reasons, including:

•Some of the credit enhancements we use, such as mortgage insurance, Credit Insurance Risk TransferTM

(“CIRTTM”) transactions and DUS lender loss-sharing arrangements, are subject to the risk that the

counterparties may not meet their obligations to us, which we discuss in a risk factor below.

•Our Connecticut Avenue Securities® (“CAS”) and CIRT credit risk transfer transactions have limited terms, after

which they provide limited or no further credit protection on the covered loans.

| Risk Factors | GSE and Conservatorship Risk | | --- || Fannie Mae 2023 Form 10-K | 30 | | --- | --- |

•Our credit risk transfer transactions are not designed to shield us from all losses because we retain a portion of

the risk of future losses on loans covered by these transactions, including all or a portion of the first loss

position in most transactions.

•In the event of a sufficiently severe economic downturn or other adverse market conditions, we may not be able

to enter into new back-end credit risk transfer transactions for our recent acquisitions on economically

advantageous terms.

•Mortgage insurance does not protect us from all losses on covered loans. For example, mortgage insurance

does not cover property damage that is not already covered by the hazard or flood insurance we require, and

such damage may result in a reduction to, or a denial of, mortgage insurance benefits. A property damaged by

a flood that was outside a Federal Emergency Management Agency (“FEMA”)-designated Special Flood

Hazard Area, coastal barrier resources system, or otherwise protected area (collectively, a “flooding zone”),

where we require coverage, or a property damaged by an earthquake, are the most likely scenarios where

property damage may result in a default not covered by hazard insurance.

In addition, the costs associated with credit risk transfer transactions are significant and may increase. Changes in

regulatory requirements, such as those under the enterprise regulatory capital framework, may cause us to modify our

credit risk transfer activities. In addition, changes in applicable bank capital or other regulatory treatment of our credit

risk transfer securities could negatively impact investor demand for our credit risk transfer transactions or dealer

demand to create markets in those securities.

We may suffer material losses if borrowers suffer property damage as a result of hazards for which the

borrowers have no or insufficient insurance.

In general, we require borrowers to obtain and maintain property insurance to cover the risk of damage to their homes

or properties resulting from hazards such as fire, wind and, for properties in a flooding zone. Insurance would not cover

property damage as a result of a hazard for which we do not generally require insurance, such as earthquake damage

or flood damage on a property located outside a flooding zone. Additionally, there may be instances in which borrowers’

claims under insurance policies are not paid, borrowers’ insurance is insufficient to cover their losses, borrowers fail to

use insurance proceeds to make improvements to the property commensurate with the value of the damaged

improvements, or borrowers fail to maintain insurance and suffer property damage. Hazard insurers may experience

significant financial strain and be unable to make payments on related claims during a period in which significant

numbers of mortgaged properties are damaged by natural or other disasters. To the extent that borrowers suffer

property damage as a result of a hazard that is uninsured or underinsured, the borrowers may not pay their mortgage

loans. As noted in a risk factor above, if borrowers fail to make required payments on mortgage loans we own or

guarantee, we could experience significant provisions for credit losses and write-offs on the loans in our book of

business.

Only a small portion of loans in our guaranty book of business as of December 31, 2023 were located in a Special Flood

Hazard Area, for which we require flood insurance: 3.2% of loans in our single-family guaranty book of business and

6.9% of loans in our multifamily guaranty book of business. We believe that only a small portion of borrowers in most

places outside of these areas obtain flood insurance. The risk of significant flooding in places outside of a flooding zone

(that is, in locations where we do not require flood insurance) is expected to increase in the coming years as a result of

climate change. Furthermore, FEMA flood insurance rate maps may not accurately reflect the extent of flood risks in

certain areas, and do not indicate how the risk will change in the future. Single-family borrowers who obtain flood

insurance generally rely on the National Flood Insurance Program (“NFIP”), which was recently extended through March

8, 2024. If Congress fails to extend or re-authorize the program upon future expirations, FEMA may not have sufficient

funds to pay claims for flood damage, and borrowers may not be able to renew their flood insurance coverage or obtain

new policies through the NFIP. In addition, NFIP insurance does not cover temporary living expenses, and the maximum

limit of coverage available under NFIP for a single-family residential property is $250,000, which may not be sufficient to

cover all losses.

Increases in the intensity or frequency of floods or other weather-related disasters as a result of climate change are

expected to increase the foregoing risks. In some areas, some insurers have ceased writing new coverage or have

significantly increased insurance premiums for certain perils. As coverage becomes unavailable or prohibitively

expensive in an area, home prices or multifamily property values may experience considerable negative impacts,

borrowers may face increasingly significant financial strain, and fewer loans in the area may be eligible for acquisition by

Fannie Mae. Ultimately, the desirability of areas that frequently experience hurricanes, wildfires, or other natural

disasters and face chronic physical risks may diminish over time, which can depress home prices and multifamily

property values or adversely affect the region’s economy, which may negatively impact our financial results. In addition,

investors may place greater weight on climate-related risks when making investment decisions, which could increase

our cost or ability to transfer credit risk.

Risk Factors	Credit Risk
Fannie Mae 2023 Form 10-K	31
---	---

The occurrence of major natural or other disasters in the United States or its territories could materially

increase our provision for credit losses and our write-offs.

We conduct our business in the single-family and multifamily residential mortgage markets and own or guarantee the

performance of mortgage loans throughout the United States and its territories. The occurrence of a major natural or

environmental disaster, terrorist attack, cyber attack, pandemic, or similar event (a “major disruptive event”) in the

United States or its territories could negatively impact our provision for credit losses and our write-offs on loans in the

affected geographic area or, depending on the magnitude, scope and nature of the event, nationally, in a number of

ways.

A major disruptive event that either damages or destroys single-family or multifamily real estate securing mortgage

loans in our book of business or negatively impacts the ability of borrowers to make principal and interest payments on

mortgage loans in our book of business could increase our delinquency rates, default rates and average loan loss

severity of our book of business in the affected region or regions. Further, a major disruptive event or a long-lasting

increase in the vulnerability of an area to disasters that affects borrowers’ ability to make payments on their mortgages,

discourages housing activity, including homebuilding or home buying, or causes a deterioration in housing conditions or

the general economy in the affected region could lower the volume of originations in the mortgage market, influence

home prices and multifamily property values in the affected region or in adjacent regions and increase delinquency rates

and default rates. Any of these outcomes could generate significant provisions for credit losses and write-offs.

Our business, financial condition and results of operations could be materially adversely affected by impacts

related to climate change.

Climate change presents both immediate and long-term risks to our business, financial condition and results of

operations. We face physical risks relating to event-driven (acute) disasters and longer-term (chronic) shifts in climate

patterns. We also face risks resulting from a potential transition to a lower-carbon economy.

Recent years have seen frequent and severe natural disasters in the U.S., including wildfires, hurricanes, tornadoes,

high winds, severe flooding, mudslides, and environmental contamination. We believe the frequency and intensity of

major weather-related events in recent years are indicative of the impacts of climate change, which are expected to

persist and worsen in the future. Population growth and an increase in people living in high-risk areas, such as coastal

areas vulnerable to severe storms and flooding, have also increased the impact of these events.

Although our financial exposure from these events is mitigated to the extent our book of business is geographically

diverse, we remain exposed to risk, particularly in connection with the risk of geographically widespread weather events

and changes in weather patterns, as well as geographic areas where our book of business is more heavily

concentrated. For a description of the geographic concentration of our single-family guaranty book of business, see

“MD&A—Single-Family Business—Single-Family Mortgage Credit Risk Management—Single-Family Guaranty Book

Diversification and Monitoring,” and for our multifamily guaranty book of business, see “MD&A—Multifamily Business—

Multifamily Mortgage Credit Risk Management—Multifamily Guaranty Book Diversification and Monitoring.” As a result,

any continuation or increase in recent weather trends or their unpredictability, or any single natural disaster of significant

scope or intensity, could have a material impact on our results of operations and financial condition.

In addition to the impact of natural disasters, longer-term shifts in climate patterns could result in chronic risks such as

sustained higher temperatures, sea level rise, water scarcity and increased wildfires that negatively affect certain

regions, which could negatively affect home prices and multifamily property values in those regions, as well as the

ability of borrowers in those regions to pay their mortgage loans.

Further, legal or regulatory responses to concerns about global climate change may impact the housing markets and, as

a result, our business. Steps to address the risks of climate change could result in a potentially disruptive transition

away from carbon-intense industries. Such a transition could negatively impact certain industries and regional

economies, affecting the ability of borrowers in those industries or regions to pay their mortgage loans. Transition risks

also could include:

•a change in borrower and renter preferences for certain areas of the country or certain types of housing;

•migration of communities and individuals resulting in changes in home prices and multifamily property values in

affected regions or an increase in lower income households living in high-risk areas;

•increased housing costs driven by additional regulatory and legislative requirements; and

•increased compliance and construction costs driven by governmental actions and initiatives, such as the

introduction of new building codes, carbon taxes or energy efficiency requirements.

The timing and severity of climate change events or societal changes in reaction to them are difficult to predict. Our

business and reputation may be harmed if our response to climate change is perceived to be ineffective or insufficient.

While we are taking steps to integrate climate risk considerations into our Enterprise Risk Management framework, our

Risk Factors	Credit Risk
Fannie Mae 2023 Form 10-K	32
---	---

risk management strategies may not be effective in mitigating our climate risk exposure. As regulators begin to mandate

additional disclosure of climate-related information by companies, there may continue to be a lack of information needed

for robust climate-related risk analyses. Third-party exposures to climate-related risks and other data generally are

limited in availability and vary in quality. Modeling capabilities to analyze climate-related risks and interconnections are

improving but remain incomplete. We believe these limitations will affect our ability to identify and manage climate-

related risks. For a discussion on climate and natural disaster risk management, see “MD&A—Risk Management—

Climate and Natural Disaster Risk Management.”

One or more of our institutional counterparties may fail to fulfill their contractual obligations to us, resulting in

financial losses, business disruption and decreased ability to manage risk.

We rely on our institutional counterparties to provide services and credit enhancements that are critical to our business.

We face the risk that one or more of our institutional counterparties may fail to fulfill their contractual obligations to us. If

an institutional counterparty defaults on its obligations to us, it could also negatively impact our ability to operate our

business, as we outsource some of our critical functions to third parties, such as mortgage servicing, single-family

Fannie Mae MBS issuance and administration, and certain technology functions.

Our primary exposures to institutional counterparties are with:

•credit guarantors that provide credit enhancements on the mortgage assets in our guaranty book of business,

including mortgage insurers, reinsurers, and multifamily lenders with risk-sharing arrangements;

•mortgage lenders that sell loans to us and mortgage lenders and other counterparties that service our loans;

and

•the financial institutions that issue the investments held in our corporate liquidity portfolio.

We also have counterparty exposure to: derivatives counterparties; custodial depository institutions; mortgage

originators, investors and dealers; debt security dealers; central counterparty clearing institutions; and document

custodians.

The concentration of our counterparties in similar or related businesses heightens our counterparty risk exposure. We

routinely enter into a high volume of transactions with counterparties in the financial services industry, including brokers

and dealers, mortgage lenders and commercial banks, and mortgage insurers, resulting in a significant credit

concentration with respect to this industry. We may also have multiple exposures to particular counterparties, as many

of our counterparties perform several types of services for us. For example, our lenders or their affiliates may also act

as derivatives counterparties, mortgage servicers, custodial depository institutions or document custodians. Accordingly,

if one of these counterparties were to become insolvent or otherwise default on its obligations to us, it could harm our

business and financial results in a variety of ways.

An institutional counterparty may default on its obligations to us for a number of reasons, such as changes in financial

condition that affect its credit rating, changes in its servicer rating, a reduction in liquidity, operational failures, a

cybersecurity incident, or insolvency. In the event of a bankruptcy or receivership of one of our counterparties, we may

be required to establish our ownership rights to the assets these counterparties hold on our behalf to the satisfaction of

the bankruptcy court or receiver, which could result in a delay in accessing these assets causing a decline in their value.

Counterparty defaults or limitations on their ability to do business with us could result in significant financial losses or

hamper our ability to do business or manage the risks to our business. In addition, if we are unable to replace a

defaulting counterparty that performs services critical to our business, it could adversely affect our ability to conduct our

operations and manage risk. Recent lower mortgage origination volume has negatively affected the financial results and

condition of some of our institutional counterparties, particularly non-depository mortgage lenders and servicers, which

could negatively affect their ability to perform their obligations to us.

We have significant exposure to institutions in the financial services industry relating to derivatives, funding, short-term

lending, securities, and other transactions. We depend on our ability to enter into derivatives transactions with our

derivatives counterparties in order to manage the duration and prepayment risk of our retained mortgage portfolio. If we

lose access to our derivatives counterparties, it could adversely affect our ability to manage these risks.

We use clearinghouses to facilitate many of our derivative trades. If the clearinghouse or the clearing member we use to

access the clearinghouse defaults, we could lose margin that we have posted with the clearing member or

clearinghouse. We are also a clearing member of two divisions of Fixed Income Clearing Corporation (“FICC”), a central

counterparty (“CCP”). One FICC division clears our trades involving securities purchased under agreements to resell,

securities sold under agreements to repurchase, and other non-mortgage related securities. The other division clears

our forward purchase and sale commitments of mortgage-related securities, including dollar roll transactions. As a

clearing member of FICC, we are exposed to the risk of losses if the CCP or one or more of the CCP’s clearing

members fails to perform its obligations, because each FICC clearing member is required to absorb a portion of the

losses incurred by other clearing members if they fail to meet their obligations to the clearinghouse. We could also incur

Risk Factors	Credit Risk
Fannie Mae 2023 Form 10-K	33
---	---

losses associated with replacing transactions cleared through FICC in the event of a default by, or the financial or

operational failure of, FICC. For more information, see “MD&A—Risk Management—Institutional Counterparty Credit

Risk Management—Other Counterparties—Central Counterparty Clearing Institutions.”

Our financial condition or results of operations may be materially adversely affected if mortgage servicers fail

to perform their obligations to us.

We delegate the servicing of the mortgage loans in our guaranty book of business to mortgage servicers; we do not

have our own servicing function. Functions performed by mortgage servicers on our behalf include collecting and

delivering principal and interest payments, administering escrow accounts, monitoring and reporting delinquencies,

performing default prevention activities and other functions. A servicer’s inability or other failure to perform these

functions or to follow our requirements could negatively impact our ability to, among other things:

•manage our book of business;

•collect amounts due to us;

•actively manage troubled loans; and

•implement our homeownership assistance, foreclosure prevention and other loss mitigation efforts.

A decline in a servicer’s performance, such as delayed or missed opportunities for loan workouts, foreclosure

alternatives or foreclosures, could significantly affect our ability to mitigate credit losses and could materially adversely

affect the overall credit performance of the loans in our guaranty book of business. Servicers may experience financial

and other difficulties due to the advances they are required to make on our behalf on delinquent mortgages, including

mortgages subject to forbearance plans. We could be materially adversely affected if our servicers lack appropriate

controls, experience a failure in their controls, or experience a disruption in their ability to service loans, including as a

result of legal or regulatory actions, ratings downgrades, liquidity constraints, operational failures or cybersecurity

incidents. We have experienced losses as a result of servicers’ failure to perform their obligations.

As of December 31, 2023, over half of our single-family guaranty book was serviced by non-depository servicers and we

expect this concentration will increase further. Non-depository servicers also serviced over half of our multifamily

guaranty book as of December 31, 2023. The generally lower financial strength and liquidity of non-depository mortgage

servicers compared with depository mortgage servicers may negatively affect their ability to fully satisfy their financial

obligations or to properly service the loans on our behalf. Non-depository servicers also are generally not subject to the

same level of regulatory oversight as our mortgage servicer counterparties that are depository institutions.

Replacing a mortgage servicer can result in potentially significant increases in our costs, as well as increased

operational risks. If a mortgage servicer fails, it could result in a temporary disruption in servicing and loss mitigation

activities relating to the loans serviced by that mortgage servicer, particularly if there is a loss of experienced servicing

personnel. We may also face challenges in transferring a large servicing portfolio. Although we have contingency plans

in the event of a failure of one or more of our top mortgage servicers, there can be no assurance that we will be able to

successfully execute against those plans in times of severe economic stress in the mortgage servicing industry.

Multifamily mortgage servicing is typically performed by the lenders who sell the mortgages to us, including non-

depository servicers. We are exposed to the risk that multifamily servicers could come under financial pressure, which

could potentially result in a decline in the quality of the servicing they provide us or a default by the servicer. A decline in

servicing quality or a default by a multifamily servicer could increase our losses on multifamily loans.

The actions we have taken to mitigate our credit risk exposure to mortgage servicers may not be sufficient to prevent us

from experiencing significant financial losses or business interruptions in the event they cannot fulfill their obligations to

us.

We may incur losses as a result of claims under our mortgage insurance policies not being paid in full or at all.

We rely heavily on mortgage insurers to provide insurance against borrower defaults on single-family conventional

mortgage loans with LTV ratios over 80% at the time of acquisition. Although our primary mortgage insurer

counterparties currently approved to write new business must meet risk-based asset requirements, there is still a risk

that these counterparties may fail to fulfill their obligations to pay our claims under insurance policies. If a currently

approved mortgage insurer fails to meet its obligations to reimburse us for claims, our credit losses could increase. In

addition, if a regulator determines that a currently approved mortgage insurer lacks sufficient capital to pay all claims

when due, the regulator could take action that might affect the timing and amount of claim payments made to us by our

approved mortgage insurer counterparties. We face similar risks with respect to our credit insurance risk transfer

counterparties.

With respect to primary mortgage insurers that we have approved to write coverage on loans sold to us, we currently do

not differentiate pricing based on counterparty strength or operational performance. Additionally, we would not revoke a

Risk Factors	Credit Risk
Fannie Mae 2023 Form 10-K	34
---	---

primary mortgage insurer’s status as an eligible insurer unless there was a material violation of our private mortgage

insurer eligibility requirements. Further, we do not generally select the provider of primary mortgage insurance on a

specific loan, because the selection is usually made by the lender at the time the loan is originated. Accordingly, we

have limited ability to manage our concentration risk with respect to primary mortgage insurers.

On at least a quarterly basis, we assess our mortgage insurer counterparties’ respective abilities to fulfill their

obligations to us, and our loss reserves take into account this assessment. If our assessment indicates their ability to

pay claims has deteriorated significantly or if our projected claim amounts have increased, we could experience a

material increase in our provision for credit losses and write-offs.

Mortgage fraud could result in significant financial losses and harm to our reputation.

We use a process of delegated underwriting in which lenders make specific representations and warranties about the

characteristics of the mortgage loans we purchase and securitize. As a result, we do not independently verify most

borrower information that is provided to us. This exposes us to the risk that one or more of the parties involved in a

transaction (the borrower, seller, broker, appraiser, property inspector, title agent, lender or servicer) will engage in fraud

by misrepresenting facts about a mortgage loan. Similarly, we rely on delegated servicing of loans and use of a variety

of external resources to manage our REO inventory. We have experienced financial losses resulting from mortgage

fraud, including institutional fraud perpetrated by counterparties. In the future, we may experience additional financial

losses or reputational damage as a result of mortgage fraud.

Operational and Model Risk

A failure in our operational systems or infrastructure, or those of third parties, could materially adversely affect

our business, impair our liquidity, cause financial losses and harm our reputation.

Shortcomings or failures in our internal processes, people, or systems, or external events, could disrupt our business or

have a material adverse effect on our risk management, liquidity, financial statement reliability, financial condition and

results of operations. Such a failure could result in legislative or regulatory intervention or sanctions, liability to

counterparties, financial losses, business disruptions and damage to our reputation. For example, our business is highly

dependent on our ability to manage and process, on a daily basis, an extremely large number of transactions, many of

which are highly complex, across numerous and diverse markets that continuously and rapidly change and evolve.

These transactions are subject to various legal, accounting and regulatory standards. Our financial, accounting, data

processing or other operating systems and facilities may fail to operate properly or become disabled or damaged as a

result of a number of factors, including events that are wholly or partially beyond our control, adversely affecting our

ability to process these transactions or manage associated data with reliability and integrity. In addition, we rely on

information provided by third parties in processing many of our transactions; that information may be incorrect or we

may fail to properly manage or analyze it or properly monitor its data quality.

We rely upon business processes that are highly dependent on people, technology, data and the use of numerous

complex systems and models to manage our business and produce information upon which our financial statements

and risk reporting are prepared. This reliance increases the risk that we may be exposed to financial, reputational or

other losses as a result of inadequately designed internal processes or data management architecture, inflexible

technology or the failure of our systems. In addition, our use of third-party service providers for some of our business

and technology functions increases the risk that an operational failure by a third party will adversely affect us. For

example, we use third-party service providers for cloud infrastructure services. We have experienced interruptions in

access to our platforms as a result of connectivity issues with third-party cloud-based platforms and related data centers

and could experience disruptions again if there is a lapse of service, interruption of internet service provider connectivity

or damage to third-party cloud-based platforms or any related data centers. The risk of these disruptions is exacerbated

by key fourth-party relationships, in which some of our third-party service providers have engaged subcontractors to

provide key services and our ability to assess the fourth party’s operational controls is limited.

While we continue to enhance our technology, infrastructure, operational controls and organizational structure in order

to reduce our operational risk, these actions may not be effective to manage these risks. Moreover, some of our

initiatives designed to reduce our operational risk over the long term, particularly those relating to the implementation of

new technology and the transition to third-party cloud-based platforms, increase our operational risk over the short term

as we implement the changes, as many involve significant changes to our business processes, controls, systems and

infrastructure. If we fail to implement these initiatives in a well-managed, secure and effective manner, we may

experience significant unplanned service disruptions or unforeseen costs, which could result in material harm to our

business and results of operations.

Our ability to manage and aggregate data may be limited by the effectiveness of our policies, programs, processes,

systems and practices that govern how data is acquired, validated, stored, protected, processed and shared. Failure to

manage data effectively and to aggregate data in an accurate and timely manner may limit our ability to manage current

Risk Factors	Credit Risk
Fannie Mae 2023 Form 10-K	35
---	---

and emerging risks, as well as to manage changing business needs. The increasing use of new third-party and open

source artificial intelligence tools poses additional risks relating to the protection of data, including the potential

exposure of our proprietary confidential information to unauthorized recipients and the misuse of our intellectual

property.

We use artificial intelligence and machine learning technology to help manage some of the operational risks we face,

including with respect to business resiliency. Our use of this technology presents risks, including the potential for

outages, inefficiencies, data loss, and bias or errors in the technology’s analysis and conclusions while the technology

and our use of the technology matures. Additionally, the use of artificial intelligence within products or services that we

use or that are used by our third-party service providers may pose similar risks.

We also face the risk of operational failure, termination or capacity constraints of any of the clearing agents, paying

agents, exchanges, clearinghouses or other financial intermediaries, including the Federal Reserve, we use to facilitate

our securities and derivatives transactions. Moreover, the consolidation and interconnectivity among clearing agents,

exchanges and clearing houses increases the risk of operational failure, on both an individual basis and an industry-

wide basis. Any such failure, termination or constraint could adversely affect our ability to effect transactions or manage

our exposure to risk.

Most of our employees and business operations functions are consolidated in two metropolitan areas: Washington, DC

and Dallas, Texas. While we have reduced the risk posed by this concentration of our employees and facilities in recent

years through our business continuity strategies and our transition to a hybrid work environment, a major disruptive

event at either location could impact our ability to operate. Moreover, because of the concentration of our employees in

the Washington, DC and Dallas metropolitan areas, a regional disruption, particularly a disruption with a sustained

impact, in one of these areas could prevent our employees from accessing our facilities, working remotely, or

communicating with or traveling to other locations. Accordingly, the occurrence of one or more major disruptive events

could materially adversely affect our ability to conduct our business and lead to financial losses.

A breach of the security of our systems, or those of third parties with which we do business, including as a

result of cyber attacks, could materially damage or disrupt our business or result in the disclosure or misuse of

confidential or other information (including personal information) that could materially damage our reputation,

result in material regulatory sanctions and/or result in increased costs or losses that have a material adverse

impact on our business, financial results and financial condition.

Our operations rely on the secure, accurate and timely receipt, storage, transmission and other processing of

confidential and other information in our computer systems and networks and with our business partners, including

proprietary, confidential or personal information that is subject to privacy laws, regulations or contractual obligations.

Information security risks for large institutions like us have continued to significantly increase, in part because of the

proliferation of new technologies and the use of the Internet, telecommunications and cloud technologies to conduct or

automate financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists,

and other external parties, including foreign state-sponsored threat actors. A number of financial services companies,

consumer-based companies and other organizations have reported the unauthorized disclosure of client, customer or

other confidential information (including personal information), as well as cyber incidents involving the dissemination,

theft and destruction of corporate information, intellectual property, cash or other valuable assets. There have also been

several highly publicized cyber attacks where threat actors have requested “ransom” payments in exchange for not

disclosing stolen customer information (including personal information) or for unlocking or not disabling the target

company’s computer or other systems. In addition, there have been cyber attacks against companies where threat

actors have misled company personnel into granting unauthorized access or making unauthorized transfers of funds to

the actors’ accounts.

We have been, and expect to continue to be, the target of cyber attacks, computer viruses, malicious code,

ransomware, social engineering attacks, including phishing attacks, denial of service attacks and other information

security threats. We could also be materially adversely affected by cyber attacks or other information security incidents

that target the infrastructure of the Internet and critical service providers, as such incidents could cause widespread

unavailability of websites and applications, and degrade website and application performance. To date, cyber attacks

have not had a material impact on our business strategy, business, financial results or financial condition. However, we

could suffer material financial or other losses, as well as material reputational damage, as a result of cyber attacks.

These attacks are constantly evolving and their impacts are hard to predict. Our risk and exposure to cyber attacks

remains heightened because of, among other things:

•the evolving nature and increasing frequency of these threats, including the emergence of powerful artificial

intelligence technologies to assist threat actors in cyber attacks;

•the levels of persistence, sophistication and intensity of cybersecurity threats;

| Risk Factors | Operational and Model Risk | | --- || Fannie Mae 2023 Form 10-K | 36 | | --- | --- |

•our prominent size and scale and our role in the financial services industry;

•the outsourcing of some of our business operations;

•a shortage of qualified cybersecurity professionals in the industry;

•our migration to cloud-based systems;

•our use of employee-owned devices for business communication;

•the interconnectivity and interdependence of third parties to our systems; and

•the current global economic and political environment.

Despite our efforts to ensure the integrity of our software, computers, systems and information, we may not be able to

anticipate, detect or recognize cybersecurity threats to our systems and assets, or to implement effective preventive

measures against all cybersecurity threats, especially because the techniques used in cyber attacks are increasingly

sophisticated, change frequently, are complex, and are often not recognized until launched. In addition, large-scale and

more frequent cyber attacks in recent years, as well as increases in the number of threat actors, suggest that the risk of

damaging cyber attacks impacting us and/or third parties with which we do business is increasing. We expect cyber

attack and breach incidents to continue.

We routinely identify cybersecurity threats as well as vulnerabilities in our systems and work to address or mitigate

those we have identified. Some cybersecurity vulnerabilities take a substantial amount of time to resolve or mitigate. We

continue to have cybersecurity vulnerabilities that we have identified but not resolved or mitigated. In addition, efforts to

resolve or mitigate some of our cybersecurity vulnerabilities may be unsuccessful and some cybersecurity vulnerabilities

may not be possible to resolve. Further, these efforts have involved and may continue to involve significant costs, as

cyber attack methods continue to rapidly evolve. We may also have cybersecurity vulnerabilities that we have not yet

identified.

Cyber attacks can originate from a variety of sources, including external parties who are affiliated with foreign

governments or are involved with organized crime or terrorist organizations. Cybersecurity risks also derive from human

error, fraud or malice on the part of our employees or third parties. Threat actors have attempted, and we expect will

continue to attempt, to induce employees, lenders, servicers, vendors, service providers, counterparties or other users

of our systems to disclose sensitive information or provide access to our systems or network, or to our data or that of

our counterparties or borrowers, and these types of risks are sometimes difficult to detect or prevent.

Cyber attacks, breaches, unauthorized access, misuse, computer viruses or other malicious code or other cybersecurity

events from time to time could result in the unauthorized disclosure, gathering, monitoring, misuse, corruption, loss or

destruction of confidential and other information (including personal information) that belongs to us, our lenders, our

servicers, our counterparties, third-party service providers or borrowers that is processed and stored in, and transmitted

through, our computer systems and networks. These events could also result in damage to our software, computers or

systems, or otherwise cause interruptions or malfunctions in our, our lenders’, our counterparties’ or third parties’

operations. We have experienced some of these types of cybersecurity events and some of these events have resulted

in disruptions to our systems and those of our lenders, counterparties and other third parties. While to date the impact of

these events has not been material to our business strategy, business, financial results or financial condition, cyber-

related events could result in financial losses, loss of lenders, servicers and business opportunities, reputational

damage, damage to our competitive position, litigation, regulatory fines, penalties or intervention, reimbursement or

other compensatory costs or other harms that have a material adverse impact on our business strategy, business,

financial results or financial condition.

Cyber attacks or other cybersecurity incidents can occur and persist for an extended period of time without detection.

Investigations of cyber attacks and incidents are inherently unpredictable, and it takes time to complete an investigation

and have full and reliable information. While we are investigating a cyber attack or incident, we do not necessarily know

the extent of the harm or how best to remediate it, and we can repeat or compound certain errors or actions before we

discover and remediate them. In addition, announcing that a cyber attack or cybersecurity incident has occurred

increases the risk of additional cyber attacks. All or any of these challenges could further increase the costs and

consequences of a cyber attack or incident. These factors may also inhibit our ability to provide rapid, complete and

reliable information about a cyber attack or incident to our lenders, servicers, counterparties, investors and regulators,

as well as the public.

In addition, we may be required to expend significant additional resources to modify our protective measures and to

investigate and remediate vulnerabilities or other exposures arising from operational and security risks. Although we

maintain insurance coverage relating to cybersecurity risks, our insurance may not be sufficient to provide adequate

loss coverage in all circumstances (including if the insurer denies future claims) and may not continue to be available to

us on economically reasonable terms, or at all. Further, we cannot ensure that any limitations of liability provisions in our

| Risk Factors | Operational and Model Risk | | --- || Fannie Mae 2023 Form 10-K | 37 | | --- | --- |

agreements with lenders, servicers, service providers, vendors, counterparties and other third parties with which we do

business would be enforceable or adequate or would otherwise protect us from liabilities or damages with respect to a

particular claim in connection with a cyber attack or other cybersecurity incident.

Third parties with which we do business and our regulators are also sources of cybersecurity or other technological

risks. Because we are interconnected with and dependent on third-party vendors, exchanges, clearing houses, fiscal

and paying agents, and other financial intermediaries, including CSS, we could be materially adversely impacted if any

of them is subject to a successful cyber attack or other information security event. Third parties with which we do

business have experienced cybersecurity incidents. While these third-party cybersecurity incidents have not had a

material impact on our business to date, the inability of a third party with which we do business to meet its obligations to

us as a result of a cybersecurity incident or our response to such an incident could materially adversely affect our

business.

We outsource certain functions and these relationships allow for the external storage and processing of our information,

as well as lender, servicer, counterparty and borrower information, including on cloud-based systems. We also share

this type of information with regulatory agencies and their vendors. While we engage in actions to mitigate our exposure

resulting from our information-sharing activities, ongoing threats may result in unauthorized access, loss or destruction

of data or other cybersecurity incidents that could materially adversely affect our business and result in legal liabilities,

fines, regulatory action and reputational harm that have a material adverse impact on our business, financial results and

financial condition.

We routinely transmit and receive personal, confidential and proprietary information by electronic means. In addition,

our lenders and servicers maintain personal, confidential and proprietary information, including personal borrower

information. This information is subject to interception, misuse or mishandling. While we work with our lenders,

servicers, vendors, service providers, counterparties and other third parties to protect against cyber attacks, we cannot

ensure that these third parties have appropriate controls in place to protect the confidentiality of the information. An

interception, misuse or mishandling of personal, confidential or proprietary information being sent to, received from, or

maintained by a lender, servicer, vendor, service provider, counterparty or other third party could result in legal liability,

fines, regulatory action and reputational harm that have a material adverse impact on our business, financial results or

financial condition. From time to time, we and our lenders and servicers have experienced data breaches or other

cybersecurity incidents relating to our borrower information. While such breaches and incidents have not been material

to our business to date, they could result in legal liabilities, fines, regulatory action and reputational harm that have a

material adverse impact on our business, financial results and financial condition.

The legal and regulatory environment related to data privacy and cybersecurity is constantly changing. Privacy and

cybersecurity are currently areas of considerable legislative and regulatory attention, with new or modified laws,

regulations, rules and standards being frequently adopted and potentially subject to divergent interpretation or

application in different jurisdictions in a manner that may create inconsistent or conflicting requirements for businesses.

The uncertainty and compliance risks created by these legislative and regulatory developments are compounded by the

rapid pace of technology development, such as artificial intelligence and advances in data science, that affect the use or

security of data, including personal information. Privacy and cybersecurity laws and regulations often impose strict

requirements on the collection, storage, handling, use, disclosure, transfer, security, and other processing of personal

information. These laws and regulations, combined with our evolving data footprint, are expected to increase our

compliance costs and require changes to our business and operations. An actual or perceived failure by us, lenders,

servicers, vendors, service providers, counterparties or other third parties to comply with privacy, data protection and

information security laws, regulations, standards, policies and contractual obligations could result in legal liabilities,

fines, regulatory action and reputational harm that have a material adverse impact on our business, financial results and

financial condition.

Material weaknesses in our internal control over financial reporting could result in errors in our reported

results or disclosures that are not complete or accurate.

Management has determined that, as of the date of this filing, we have ineffective disclosure controls and procedures

that result in a material weakness in our internal control over financial reporting. In addition, our independent registered

public accounting firm, Deloitte & Touche LLP, has expressed an adverse opinion on our internal control over financial

reporting because of the material weakness. Our ineffective disclosure controls and procedures and material weakness

could result in errors in our reported results or disclosures that are not complete or accurate, which could have a

material adverse effect on our business and operations.

Our material weakness relates specifically to the impact of the conservatorship on our disclosure controls and

procedures. Because we are under the control of FHFA, some of the information that we may need to meet our

disclosure obligations may be solely within the knowledge of FHFA. As our conservator, FHFA has the power to take

actions without our knowledge that could be material to our stockholders and other stakeholders, and could significantly

| Risk Factors | Operational and Model Risk | | --- || Fannie Mae 2023 Form 10-K | 38 | | --- | --- |

affect our financial performance or our continued existence as an ongoing business. Because FHFA currently functions

as both our regulator and our conservator, there are inherent structural limitations on our ability to design, implement,

operate and test effective disclosure controls and procedures relating to information known to FHFA. As a result, we

have not been able to update our disclosure controls and procedures in a manner that adequately ensures the

accumulation and communication to management of information known to FHFA that is needed to meet our disclosure

obligations under the federal securities laws, including disclosures affecting our financial statements. Given the

structural nature of this material weakness, we do not expect to remediate this weakness while we are under

conservatorship. See “Controls and Procedures” for further discussion of management’s conclusions on our disclosure

controls and procedures and internal control over financial reporting.

Failure of our models to produce reliable results may materially adversely affect our ability to manage risk and

make effective business decisions, as well as create regulatory and reputational risk.

We make significant use of quantitative models to measure and monitor our risk exposures and to manage our

business. For example, we use models to measure and monitor our exposures to interest rate, credit and market risks,

and to forecast credit losses. We use this information in making business decisions relating to strategies, initiatives,

transactions, pricing and products.

Models are inherently imperfect predictors of actual results because they are based on historical data and assumptions

regarding factors such as future loan demand, borrower behavior, creditworthiness and home price trends. Other

potential sources of inaccurate or inappropriate model results include errors in computer code, inaccurate or incomplete

data, misuse of data, or use of a model for a purpose outside the scope of the model’s design. Modeling often assumes

that historical data or experience can be relied upon as a basis for forecasting future events, an assumption that may be

especially tenuous in the face of unprecedented events, such as the COVID-19 pandemic and long-term climate

change.

Given the challenges of predicting future behavior, management judgment is used throughout the modeling process,

from model design decisions regarding core underlying assumptions, to interpreting and applying final model output.

When market conditions change quickly and in unforeseen ways, there is an increased risk that the model assumptions

and data inputs for our models are not representative of the most recent market conditions, which requires management

to apply its judgment to make adjustments or overrides to our models. In a rapidly changing environment, it may not be

possible to update existing models quickly enough to properly account for the most recently available data and events.

In addition, in periods of low transaction volume for certain types of assets, the limited data available may reduce the

reliability of model outputs.

We also use third-party models that expose us to additional risks beyond those for internally-developed models. We

often have limited visibility into the third-party’s model methodology and change management process. In addition, in

some instances we rely on third-party data providers to develop and provide estimates for our models. This reliance on

third-party data providers exposes us to risk should the data provider cease to provide the data going forward or change

its methodology, which would require that we find a suitable replacement for the data and could result in the need to re-

estimate our models with the new data.

We currently use artificial intelligence and machine learning techniques in our models, and expect to increase our use of

these modeling techniques. The use of new artificial intelligence and machine learning technology in our models

presents risks, such as the risk of undetected bias in the model and the limited ability to understand and challenge the

model due to a limited ability to observe the internal workings of many machine learning models.

To the extent our internal models or the third-party models that we use fail to produce reliable results on an ongoing

basis, we may not make appropriate business and risk management decisions, including decisions affecting loan

purchases, guaranty fee pricing, management of credit losses, and asset and liability management. While we employ

strategies to manage and govern the risks associated with our use of models, they have not always been fully effective.

Errors have been discovered in some of the models we use, as well as deficiencies in our current processes for

managing model risk. And we have experienced instances where model failures have adversely affected our business

and risk management decisions. As noted in “MD&A—Risk Management—Model Risk Management,” we are currently

working on a number of remediation activities relating to our models, including improving our processes for model

governance, development, implementation and testing. Until these remediation activities are completed, we face a

higher risk that we may make inappropriate business or risk management decisions based on unreliable model results,

which could negatively affect our financial results and condition.

Errors in our models can also result in errors in our external disclosures. We discovered errors in a model used to

prepare our annual stress test results that affected our previously-reported stress test results for 2022 and some prior

years. While we have resolved those errors, we could discover additional errors in our models in the future that result in

further errors in our external disclosures that create regulatory and reputational risk.

| Risk Factors | Operational and Model Risk | | --- || Fannie Mae 2023 Form 10-K | 39 | | --- | --- |

Also see a risk factor below in “General Risk” for a discussion of the risks associated with the use of models in our

accounting methods.

Liquidity and Funding Risk

Limitations on our ability to access the debt capital markets could have a material adverse effect on our ability

to fund our operations, and our liquidity contingency plans may be difficult or impossible to execute during a

sustained liquidity crisis.

Our ability to fund our business depends in part on our ongoing access to the debt capital markets. Market concerns

about matters such as the extent of government support for our business and debt securities, the future of our business

(including future profitability, future structure, regulatory actions and our status as a government-sponsored enterprise)

and the creditworthiness of the U.S. government could cause a severe negative effect on our access to the unsecured

debt markets, particularly for long-term debt. We believe that our ability in recent years to issue debt of varying

maturities at attractive pricing resulted from federal government support of our business. As a result, we believe that our

status as a government-sponsored enterprise and continued federal government support are essential to maintaining

our access to debt funding. Changes or perceived changes in federal government support of our business, our debt

securities or our status as a government-sponsored enterprise could materially and adversely affect our ability to fund

our business. There can be no assurance that the government will continue to support our business or our debt

securities, or that our current level of access to debt funding will continue. If our senior preferred stock purchase

agreement with Treasury is amended to reduce its support for our debt securities issued after such amendment, it could

materially increase our borrowing costs or materially adversely affect our access to the debt capital markets.

Our debt is considered a high quality liquid asset because it can be easily and immediately converted into cash at little

or no loss of value. Any changes by investors in how they view our debt or regulatory changes causing our debt to no

longer be considered a high quality liquid asset could significantly increase our debt funding costs or reduce our ability

to issue debt.

Future changes or disruptions in the financial markets could significantly change the amount, mix and cost of funds we

obtain, as well as our liquidity position. If we are unable to issue a sufficient amount of short- and long-term debt

securities at attractive rates, it could interfere with the operation of our business and have a material adverse effect on

our liquidity, results of operations, financial condition and net worth.

Our liquidity contingency plans may be difficult or impossible to execute during a sustained market liquidity crisis. If the

financial markets experience substantial volatility in the future similar to or more intensely than in 2020, it could

significantly adversely affect the amount, mix and cost of funds we obtain, as well as our liquidity position. If we cannot

access the unsecured debt markets, our ability to repay maturing indebtedness and fund our operations could be

significantly impaired. In this event, our alternative source of liquidity, our corporate liquidity portfolio, may not be

sufficient to meet our liquidity needs.

A decrease in the credit ratings on our senior unsecured debt could increase our borrowing costs and have an

adverse effect on our ability to issue debt on reasonable terms, particularly if such a decrease were not based

on a similar action on the credit ratings of the U.S. government. A decrease in our credit ratings also could

require that we post additional collateral for our derivatives contracts.

A reduction in our credit ratings could materially adversely affect our liquidity, our ability to conduct our normal business

operations, our financial condition and our results of operations. Credit ratings on our senior unsecured debt, as well as

the credit ratings of the U.S. government, are primary factors that could affect our borrowing costs and our access to the

debt capital markets. Credit ratings on our debt are subject to revision or withdrawal at any time by the rating agencies.

Actions by governmental entities impacting the support our business or our debt securities receive from Treasury could

adversely affect the credit ratings on our senior unsecured debt. If our senior preferred stock purchase agreement with

Treasury is amended to reduce its support for our debt securities issued after such amendment, it could result in a

downgrade in the credit ratings on our senior unsecured debt.

Because we rely on the U.S. government for capital support, in recent years, when a rating agency has taken an action

relating to the U.S. government’s credit rating, they have taken a similar action relating to our ratings at approximately

the same time. S&P Global Ratings (“S&P”), Moody’s Investors Service (“Moody’s”) and Fitch Ratings (“Fitch”) have all

indicated that they would likely lower their ratings on the debt of Fannie Mae and certain other government-related

entities if they were to lower their ratings on the U.S. government. As a result, if a future government shutdown, a

default by the United States government on its obligations, or other event or circumstance results in downgrades of the

government’s credit rating, we expect our credit ratings would be similarly downgraded. For example, in August 2023,

Fitch downgraded some of our credit ratings following Fitch’s downgrade of the U.S. government’s long-term issuer

default rating. We currently cannot predict the potential impact of a future credit ratings downgrade on demand for our

securities or on our business.

| Risk Factors | Operational and Model Risk | | --- || Fannie Mae 2023 Form 10-K | 40 | | --- | --- |

A reduction in our credit ratings also could cause derivatives clearing organizations or their members to demand that we

post additional collateral for our cleared derivative contracts. In addition, a reduction in our credit rating to specified

thresholds in our over-the-counter derivatives contracts could require us to provide additional collateral to or terminate

transactions with certain derivatives counterparties. Our credit ratings, ratings outlook and additional collateral

requirements are described in “MD&A—Liquidity and Capital Management—Liquidity Management—Credit Ratings”

and “Note 9, Derivative Instruments.”

Market and Industry Risk

Changes in interest rates or our loss of the ability to manage interest-rate risk successfully could materially

adversely affect our financial results and condition, and increase our interest-rate risk.

We are subject to interest-rate risk, which is the risk that movements in interest rates will adversely affect the value of

our assets or liabilities or our future earnings or capital. Our exposure to interest-rate risk primarily arises from two

sources: (1) our “net portfolio,” which we define as: our retained mortgage portfolio assets, our corporate liquidity

portfolio, outstanding debt of Fannie Mae used to fund the retained mortgage portfolio assets and corporate liquidity

portfolio, mortgage commitments and risk management derivatives; and (2) our consolidated MBS trusts. We describe

these risks in more detail in “MD&A—Risk Management—Market Risk Management, including Interest-Rate Risk

Management.” Changes in interest rates affect both the value of our mortgage and other assets and prepayment rates

on our mortgage loans, which could have a material adverse effect on our financial results and condition, as well as our

liquidity.

Our ability to manage interest-rate risk depends on our ability to issue debt instruments with a range of maturities and

other features, including call provisions, at attractive rates and to engage in derivatives transactions. We must exercise

judgment in selecting the amount, type and mix of debt and derivative instruments that will most effectively manage our

interest-rate risk. The amount, type and mix of financial instruments that are available to us may not offset possible

future changes in the spread between our borrowing costs and the interest we earn on our mortgage assets. We mark

to market changes in the estimated fair value of our derivatives through our earnings on a quarterly basis, but we do not

similarly mark to market changes in some of the financial instruments that generate our interest-rate risk exposures. As

a result, changes in interest rates, particularly significant changes, can have an adverse effect on our earnings and net

worth, depending on the nature of the changes and the derivatives and short-term investments we hold at that time.

Decreasing interest rates would likely reduce the amounts that we earn on our corporate liquidity portfolio, as we tend to

earn lower yields on this portfolio in a declining interest rate environment.

We have experienced significant fair value losses in some periods due to changes in interest rates. Our hedge

accounting program is specifically designed to address the volatility of our financial results associated with changes in

fair value related to changes in the benchmark interest rates. As such, earnings variability driven by other factors, such

as spreads or the timing of when we recognize deferred guaranty fee income, remains. We describe how the timing of

when we recognize deferred guaranty fee income is sensitive to mortgage interest rates in “MD&A—Key Market

Economic Indicators” and “MD&A—Consolidated Results of Operations—Net Interest Income.” In addition, our ability to

effectively reduce earnings volatility is dependent on having the right mix and volume of interest-rate swaps available.

As our portfolio of interest-rate swaps varies over time, our ability to reduce earnings volatility through hedge accounting

may vary as well.

Changes in interest rates also can affect our credit losses. Interest rates increased significantly during 2022 and most of

2023. While we are not currently predicting interest rates to generally increase in 2024, interest rates could increase

further. When interest rates increase, our credit losses from loans with adjustable payment terms may increase as

borrower payments increase at their reset dates, which increases the borrower’s risk of default. Rising interest rates

may also reduce the opportunity for these borrowers to refinance into a fixed-rate loan. Similarly, many borrowers may

have additional debt obligations, such as home equity lines of credit and second liens, that also have adjustable

payment terms. If a borrower’s payment on his or her other debt obligations increases due to rising interest rates or a

change in amortization, it increases the risk that the borrower may default on a loan we own or guarantee. Rising

interest rates also typically reduce expected future loan prepayments, which tends to lengthen the expected life of our

loans and therefore generally increases the probability of default on the loans and therefore our loss reserves.

Increases in interest rates may also reduce the ability of multifamily borrowers to refinance their loans, which often have

balloon balances at maturity. In addition, in a rising interest rate environment, multifamily borrowers with adjustable-rate

mortgages may have difficulty paying higher monthly payments if property operating income is not increasing at a

similar pace. While we generally require multifamily borrowers with adjustable-rate mortgages to purchase an interest

rate cap to protect against large movements in interest rates, purchasing or replacing these required interest rate caps,

especially those with longer terms and/or lower strike rates, becomes more expensive as interest rates rise. As a result,

the cost of interest rate caps increased substantially in 2022 and for most of 2023, before moderating in late 2023 as

interest rates declined.

| Risk Factors | Liquidity and Funding Risk | | --- || Fannie Mae 2023 Form 10-K | 41 | | --- | --- |

Changes in interest rates also typically affect our business volume. A higher interest rate environment generally results

in lower business volumes, as fewer loans may benefit from refinancing and the higher cost of borrowing reduces

affordability, driving lower purchase mortgage volumes.

Changes in spreads could materially impact our results of operations, net worth and the fair value of our net

assets.

Spread risk is the risk from changes in an instrument’s value that relate to factors other than changes in interest rates.

We can experience losses from changes in the spreads between our mortgage assets, including mortgage purchase

and sale commitments, and the debt and derivatives we use to hedge our position. Changes in market conditions,

including changes in interest rates, liquidity, prepayment and default expectations, and the level of uncertainty in the

market for a particular asset class may cause fluctuations in spreads. Changes in mortgage spreads have contributed to

significant volatility in our financial results in certain periods, due to fluctuations in the estimated fair value of the

financial instruments that we mark to market through our earnings, and this could occur again in a future period.

Changes in mortgage spreads could cause significant fair value losses, and could adversely affect our near-term

financial results and net worth. We do not actively manage or hedge our spread risk after we purchase mortgage

assets, other than through asset monitoring and disposition.

Our business and financial results are affected by general economic conditions, including home prices and

employment trends, and changes in economic conditions or financial markets may materially adversely affect

our business and financial condition. Volatility or uncertainty in global, regional or domestic political

conditions also can significantly affect economic conditions and financial markets.

In general, a prolonged period of slow growth in the U.S. economy or any deterioration or volatility in general economic

conditions or financial markets could materially adversely affect our results of operations, net worth and financial

condition. Our business is significantly affected by the status of the U.S. economy, including home prices and

employment trends, as well as economic output levels, interest rates and inflation rates. For example, see a risk factor

above in “Credit Risk” for a discussion of how worsening economic conditions could negatively affect the credit

performance of loans in our guaranty book of business and result in materially higher provisions for credit losses and

write-offs. Deterioration in economic conditions also typically results in reduced housing market activity, which reduces

our business volume. A reduction in our business volume can reduce our net interest income and adversely affect our

financial results. As described in “MD&A—Key Market Economic Indicators,” we currently expect a slowdown in both

economic and home price growth in 2024, as well as a slight increase in the unemployment rate.

Stress in the banking sector led to some bank failures in 2023. Additional stress on the banking system—particularly on

U.S. regional banks and on banks with significant exposure to commercial real estate—due to a recession or other

economic developments, could negatively affect U.S. economic conditions, including further tightening of bank credit

conditions, dampened consumer and business confidence, and reduced consumer spending, business investment and

hiring activity.

Global economic conditions can also adversely affect our business and financial results. Changes or volatility in market

conditions resulting from deterioration in or uncertainty regarding global economic conditions can adversely affect the

value of our assets, which could materially adversely affect our results of operations, net worth and financial condition.

To the extent global economic conditions negatively affect the U.S. economy, they also could negatively affect the credit

performance of the loans in our book of business.

Volatility or uncertainty in global, regional or domestic political conditions also can significantly affect economic

conditions and financial markets. Global, regional or domestic political unrest also could affect growth and financial

markets. For example, the conflict in the Middle East and the Russian war in Ukraine may further impact the global

economy and financial markets, which could further increase inflationary pressure and interest rates, as well as

negatively affect economic growth and result in disruptions and volatility in the financial markets.

We describe above the risks to our business posed by changes in interest rates and changes in spreads. In addition,

future changes, disruptions or volatility in financial markets as a result of global, regional or domestic economic or

political conditions could significantly change the amount, mix and cost of funds we obtain, as well as our liquidity

position.

Actions by the Federal Reserve can materially affect our business and financial condition, including our

business volumes and demand for our mortgage-backed securities.

Our business is significantly affected by shifts in fiscal and monetary policies, particularly actions taken by the Federal

Reserve. In 2020 and 2021, the Federal Reserve purchased a significant amount of mortgage-backed securities issued

by us, Freddie Mac and Ginnie Mae. The Federal Reserve began to taper these purchases in November 2021 and

concluded its asset purchase program in March 2022. In June 2022, the Federal Reserve began the process of

reducing its holdings of agency mortgage-backed securities by reinvesting principal payments from agency debt and

| Risk Factors | Market and Industry Risk | | --- || Fannie Mae 2023 Form 10-K | 42 | | --- | --- |

agency mortgage-backed securities into agency mortgage-backed securities only to the extent those payments exceed

specified monthly caps. We believe the Federal Reserve’s reduction in its purchases of agency mortgage-backed

securities has reduced demand for our mortgage-backed securities. At the time of this filing, the Federal Reserve has

not announced any plans to begin selling the mortgage-backed securities in its portfolio. If the Federal Reserve

announces such a plan or changes its announced strategy to reduce its mortgage-backed securities holdings, it could

further reduce demand for our mortgage-backed securities, which could adversely affect our results of operations, net

worth and financial condition.

In addition, the Federal Reserve raised the target range for the federal funds rate eleven times during 2022 and 2023 to

address inflation, raising the federal funds rate by more than five percentage points from March 2022 through July 2023.

The Federal Reserve’s actions and economic conditions contributed to the sharp rise in mortgage rates in 2022 and

2023. The increase in mortgage interest rates resulted in a slowdown in housing demand and a substantial reduction in

our business volume in 2022 and 2023 compared with the prior two years. Further interest rate increases or higher

levels of interest rate volatility could further reduce our business volume, which could adversely affect our results of

operations, net worth and financial condition. Further interest rate increases also could affect the demand for and

liquidity of our MBS or result in slowdowns in home price growth, home price declines or declines in multifamily property

values, which also could adversely affect our results of operations, net worth and financial condition. We describe above

additional risks to our business posed by changes in interest rates.

Legal and Regulatory Risk

Regulatory changes in the financial services industry may negatively impact our business.

Changes in the regulation of the financial services industry are affecting and are expected to continue to affect many

aspects of our business. Such changes could affect our business directly or indirectly if they affect our lenders and other

counterparties.

For example, changes in regulations applicable to U.S. banks could affect the volume and characteristics of mortgage

loans available in the market and could also affect demand for our MBS and debt securities, as U.S. banks purchase a

large amount of our MBS and debt securities. New or revised liquidity or capital requirements applicable to U.S. banks

could materially affect banks’ willingness to deliver loans to us and to service our loans, as well as demand by those

banks for our MBS and debt securities. In 2023, U.S. bank regulators proposed new capital rules that would apply to

U.S. banks. The proposed rules would, among other things, revise the capital treatment of mortgage-related exposures

and activities, including loan servicing. Depending on their final form, these new rules could negatively affect the amount

and credit quality of the loans we acquire, the servicing of our loans, the liquidity of UMBS, dealer appetite to make

markets in our securities, and investor demand for our MBS, debt securities and credit risk transfer securities. In

addition, developments in connection with the single-counterparty credit limit regulations, including those taken in

anticipation of our eventual exit from conservatorship, could also cause our lenders and investors to change their

business practices.

The actions of Treasury, the Federal Reserve, the OCC, the FDIC, the SEC, the CFTC, the CFPB, and international

central banking authorities directly or indirectly impact financial institutions’ cost of funds for lending, capital-raising and

investment activities, which could increase our borrowing costs or make borrowing more difficult for us. Changes in

monetary policy are beyond our control and can be difficult to anticipate.

Overall, these legislative and regulatory changes could affect us in substantial and unforeseeable ways and could have

a material adverse effect on our business, results of operations, financial condition, liquidity and net worth.

Legislative, regulatory or judicial actions could negatively impact our business, results of operations, financial

condition, liquidity or net worth.

Legislative, regulatory or judicial actions at the federal, state or local level could negatively impact our business, results

of operations, financial condition, liquidity or net worth. Legislative, regulatory or judicial actions could affect us in a

number of ways, including by imposing significant additional costs on us, diverting management attention or other

resources from other matters, or increasing our operational risk. We could also be affected by:

•Further actions taken by the U.S. Congress, Treasury, the Federal Reserve, FHFA or other national, state or

local government agencies or legislatures in response to emergencies, such as expanding or extending our

obligations to help borrowers, renters or counterparties.

•Court decisions concluding that we or our affiliates are governmental actors, which could impose additional

burdens and requirements on us.

•Designation as a systemically important financial institution by the Financial Stability Oversight Council (the

“FSOC”). We have not been designated as a systemically important financial institution; however, the FSOC

announced in 2020 that it will continue to monitor the secondary mortgage market activities of the government-

| Risk Factors | Market and Industry Risk | | --- || Fannie Mae 2023 Form 10-K | 43 | | --- | --- |

sponsored enterprises to ensure potential risks to financial stability are adequately addressed. Designation as a

systemically important financial institution would result in our becoming subject to additional regulation and

oversight by the Federal Reserve Board.

•Other agencies of the U.S. government or Congress asking us to take actions to support the housing and

mortgage markets or in support of other goals. For example, in December 2011, Congress enacted the TCCA

under which we increased our guaranty fee on all single-family mortgages delivered to us by 10 basis points.

The revenue generated by this fee increase is paid to Treasury. In November 2021, the Infrastructure

Investment and Jobs Act was enacted, which extended to October 1, 2032 our obligation under the TCCA to

collect 10 basis points in guaranty fees on single-family mortgages delivered to us and pay the associated

revenue to Treasury.

Our business and financial results could be materially adversely affected by legal or regulatory proceedings.

We are a party to various claims and other legal proceedings. We are periodically involved in government

investigations. We may be required to establish accruals and to make substantial payments in the event of adverse

judgments or settlements of any such claims, investigations or proceedings, which could have a material adverse effect

on our business, results of operations, financial condition, liquidity and net worth. For example, due to a judgment

against us in two cases consolidated for trial in the U.S. District Court for the District of Columbia, which are described

in “Note 17, Commitments and Contingencies” and “Legal Proceedings,” we accrued $495 million in 2023 relating to the

jury verdict and related award of prejudgment interest. Any legal proceeding or governmental investigation, even if

resolved in our favor, could result in negative publicity, reputational harm or cause us to incur significant legal and other

expenses. In addition, responding to these matters could divert significant internal resources away from managing our

business.

In addition, a number of lawsuits have been filed against the U.S. government relating to the senior preferred stock

purchase agreement and the conservatorship. See “Note 17, Commitments and Contingencies” and “Legal

Proceedings” for a description of these lawsuits. These lawsuits, and actions Treasury or FHFA may take in response to

these lawsuits, could have a material impact on our business.

General Risk

Changes in accounting standards and policies can be difficult to predict and can materially impact how we

record and report our financial results.

Our accounting policies and methods are fundamental to how we record and report our financial condition, results of

operations and cash flows. From time to time, the FASB or the SEC changes the financial accounting and reporting

standards or the policies that govern the preparation of our financial statements. In addition, FHFA provides guidance

that affects our adoption or implementation of financial accounting or reporting standards. These changes can be

difficult to predict and expensive to implement, and can materially impact how we record and report our financial

condition, results of operations and cash flows. We could be required to apply new or revised guidance retrospectively,

which may result in the revision of prior-period financial statements by material amounts. The implementation of new or

revised accounting guidance could have a material adverse effect on our financial results or net worth.

In many cases, our accounting policies and methods, which are fundamental to how we report our financial

condition and results of operations, require management to make judgments and estimates about matters that

are inherently uncertain. Management also relies on models in making these estimates.

Our management must exercise judgment in applying many of our accounting policies and methods so that they comply

with GAAP and reflect management’s judgment of the most appropriate manner to report our financial condition and

results of operations. In some cases, management must select the appropriate accounting policy or method from two or

more acceptable alternatives, any of which might be reasonable under the circumstances but might affect the amounts

of assets, liabilities, revenues and expenses that we report. See “Note 1, Summary of Significant Accounting Policies”

for a description of our significant accounting policies.

We have identified one of our accounting estimates, allowance for loan losses, as critical to the presentation of our

financial condition and results of operations, as described in “MD&A—Critical Accounting Estimates.” We believe this

estimate is critical because it involves significant judgments and assumptions about highly complex and inherently

uncertain matters, and the use of reasonably different judgments and assumptions could have a material impact on our

reported results of operations or financial condition.

Because our financial statements involve estimates for amounts that are very large, even a small change in the estimate

can have a significant impact for the reporting period. For example, because our allowance for loan losses is so large,

even a change that has a small impact relative to the size of this allowance can have a meaningful impact on our results

for the quarter in which we make the change.

| Risk Factors | Legal and Regulatory Risk | | --- || Fannie Mae 2023 Form 10-K | 44 | | --- | --- |

Many of our accounting methods involve substantial use of models, which are inherently imperfect predictors of actual

results because they are based on assumptions, including about future events. For example, we use models to

determine expected lifetime losses on loans and certain other financial instruments. Our actual results could differ

significantly from those generated by our models. As a result, the estimates that we use to prepare our financial

statements, as well as our estimates of our future results of operations, may be inaccurate, perhaps significantly. For

more discussion of the risks associated with our use of models, see a risk factor in “Operational and Model Risk” above.

Item 1B.  Unresolved Staff Comments

None.

Item 1C.  Cybersecurity

Cybersecurity Risk Management and Strategy

Overview

Cybersecurity risk management represents a critical component of our overall approach to risk management.

Information security risks for large institutions like us have continued to significantly increase and we and the third

parties with which we do business have been, and we expect will continue to be, the target of cyber attacks and other

information security threats. These risks are an unavoidable result of conducting our business, and managing these

risks is an inherent part of our business activities. We describe the cybersecurity risks we face in “Risk Factors—

Operational and Model Risk.”

Cybersecurity Risk Management Program

We have developed and continue to enhance our cybersecurity risk management program as we seek to protect the

security of our computer systems, software, networks and other technology assets against unauthorized attempts to

access confidential information and data or to disrupt or degrade business operations. Our cybersecurity risk

management program has evolved based on the changing needs of our business, the evolving threat environment and

FHFA regulatory guidance.

We design and assess our cybersecurity risk management program based on the National Institute of Standards and

Technology Framework for Improving Critical Infrastructure Cybersecurity (the “NIST Cybersecurity Framework”). While

we generally consult the NIST Cybersecurity Framework when designing and assessing our cybersecurity risk

management program, we have not implemented and do not plan to implement all categories and subcategories

included in the framework. We use the framework as a guide to help us identify, assess and manage cybersecurity risks

relevant to our business based on our current understanding of the cybersecurity threat environment.

In 2023, we conducted our most recent maturity assessment of our use of the NIST Cybersecurity Framework to

manage our cybersecurity risk. These assessments measure the extent to which we have implemented the framework’s

categories and subcategories, but do not specifically assess the effectiveness of our cybersecurity program. Based on

these assessments, we develop select improvements to our cybersecurity risk management program to help ensure we

maintain a program designed to align to industry benchmarks and financial services peers.

Integration into Enterprise Risk Management Framework

Our cybersecurity risk management program is integrated into our overall Enterprise Risk Management framework. Our

Enterprise Response Framework establishes the reporting structure and escalation process for managing all enterprise

incidents, including cybersecurity-related incidents. The framework defines the relationship and notification steps among

the various crisis management stakeholders, including the Board of Directors, the Management Committee, the CEO,

other members of the executive leadership team, the crisis manager and crisis management coordinators. See

“Cybersecurity Governance—Management Role” for a description of the oversight role of the Enterprise Risk

Management division, Internal Audit and the management-level Technology Risk Committee and Enterprise Risk

Committee relating to cybersecurity risk management.

Cybersecurity Risk Management Strategy

Overview and Goal. Fannie Mae has a multilayered cybersecurity defense strategy. We take a risk-based approach that

prioritizes and attempts to plan for the highest impact events first. Our cybersecurity threat operations operate with the

goal of identifying, preventing, and mitigating cybersecurity threats and responding to cybersecurity incidents in

accordance with incident response and recovery plans.

Tools and Safeguards. As part of our cybersecurity defense strategy, we employ tools and systems safeguards intended

to help secure our networks, applications, data and infrastructure, and to manage cybersecurity vulnerabilities. These

| Risk Factors | General Risk | | --- || Fannie Mae 2023 Form 10-K | 45 | | --- | --- |

safeguards include network and perimeter defense, infrastructure security, endpoint protection, data protection, identity

management and network segmentation. We work to evaluate and improve on these tools and safeguards through

periodic cybersecurity assessments and the integration of cybersecurity threat intelligence.

Backup Data Storage. We have both internal and external third-party backup data storage to help protect our data from

cybersecurity incidents. We test our backup restoration process on a regular basis.

Response Plans and Procedures. We maintain cybersecurity incident response procedures that identify the activities

and escalation processes to be implemented upon detection of a cybersecurity incident, and we routinely practice these

activities and processes. We also have business and technology continuity plans and a crisis management plan, which

we test on a regular basis.

Training. We provide mandatory cybersecurity training to employees and contractors on an annual basis. Employees

also have access to supplemental online cybersecurity training. We test our employees’ response to simulated phishing

scenarios on a regular basis.

Assessments. We examine the effectiveness of our cyber defenses through various means, including internal audits,

targeted testing, maturity assessments, incident response exercises and industry benchmarking.

Insurance Coverage. We maintain insurance coverage relating to cybersecurity risks. As described in “Risk Factors—

Operational and Model Risk,” our insurance may not be sufficient to provide adequate loss coverage in all

circumstances.

Role of External Consultants, Vendors and Other Third Parties

We regularly use external consultants and vendors to assist in our management of cybersecurity risks:

•We regularly employ third parties to evaluate the security of our networks, including engaging an external

vendor to conduct penetration testing against our network.

•We engage an external vendor to review and test our cybersecurity incident response plan on at least an

annual basis, including to assist with incident response exercises.

•We engage a third party to assess the design of our cybersecurity controls and control environment, including

assisting with our 2023 NIST Cybersecurity Framework maturity assessment.

•We have external vendors on retainer to assist with cybersecurity incident response activities.

External assessments have identified gaps and suggested enhancements that we consider when making changes to

our cybersecurity risk management program.

We are also focused on building strong relationships with the appropriate government and law enforcement agencies

and with other businesses, industry groups and cybersecurity services to better understand the cybersecurity risks in

our environment, enhance our defenses and improve our resiliency against cybersecurity threats.

Third-Party Cybersecurity Risk Oversight

Our cybersecurity risk management program extends to oversight of third parties that pose a cybersecurity risk to us,

including lenders that use our systems and third-party service providers. In alignment with the NIST Cybersecurity

Framework and FHFA regulatory guidance, we have established a risk-based framework for managing third-party risk

that defines specified triggers for assessing and reporting cyber-related third-party risks and events. Pursuant to this

framework, we have implemented both preventive and detective controls to mitigate cybersecurity risks posed by third

parties.

We have identified certain third parties that pose a higher cybersecurity risk to us because they have significant access

to our systems or data. For these higher-risk third parties, we have implemented additional requirements, including:

•We assess these higher-risk third parties’ cybersecurity controls through a cybersecurity questionnaire and a

review of their cybersecurity controls, either through independent audits or by direct review of their

cybersecurity policies and practices.

•We use third-party cybersecurity monitoring and alert services to monitor these higher-risk third parties.

•We conduct periodic monitoring reviews of these higher-risk third parties’ cybersecurity policies and practices.

Cybersecurity Governance

Overview

We follow a cross-functional approach to addressing the risk from cybersecurity threats, involving management

personnel from our technology, operations, legal, enterprise risk management, internal audit and other key business

| Cybersecurity | Cybersecurity Risk Management and Strategy | | --- || Fannie Mae 2023 Form 10-K | 46 | | --- | --- |

functions in an ongoing dialogue regarding cybersecurity threats and incidents. As described in “Board Oversight”

below, we also regularly report to the Board and the Risk Policy and Capital Committee of the Board on cybersecurity

risk matters. We have implemented controls and procedures for the escalation of cybersecurity incidents so that

decisions regarding the disclosure and reporting of such incidents can be made in a timely manner.

Board Oversight

Cybersecurity risk management is overseen by the full Board of Directors and by the Risk Policy and Capital Committee

of the Board. While the Board maintains oversight of cybersecurity risk, the Board has delegated oversight authority at

the management level for risk-related matters, including cybersecurity risk matters, to the Enterprise Risk Committee, as

described under “Management Role” below.

The Board and the Risk Policy and Capital Committee generally engage in discussions throughout the year with

management on cybersecurity risk matters. The Chief Information Security Officer and other members of the

management team provide reports to the Board and the Risk Policy and Capital Committee on cybersecurity risk

matters on a regular basis, including updates on our cybersecurity risk management program, recent developments in

cybersecurity and privacy regulation, evolving standards, third-party reviews, general technological trends, information

security considerations with respect to the company’s peers and third parties, the external threat environment, and the

steps the company is taking to address and mitigate the risks associated with the evolving cybersecurity threat

environment. Management also discusses cybersecurity developments with the Chair of the Risk Policy and Capital

Committee and other Board members between Board and committee meetings, as appropriate. The company has

procedures to escalate information regarding certain cybersecurity incidents to the Board Chair. At least annually, the

Board reviews and approves the company’s Cybersecurity Risk Policy and Operational Risk Policy.

Management Role

Our Information Security organization, which is headed by our Chief Information Security Officer, has primary

responsibility for assessing and managing our cybersecurity risks. Our Chief Information Security Officer is the member

of our management team who is principally responsible for overseeing the company’s cybersecurity risk management

program.

The Information Security organization works collaboratively across the company to protect the company’s information

systems from cybersecurity threats and to respond to cybersecurity threats and incidents. The Information Security

organization monitors information systems to detect anomalies, including attempted cyber attacks, as well as user

activity for access controls and risks of insider threat. The Information Security organization also monitors and

investigates cybersecurity incidents through detection tools, reports from end-users, and other cybersecurity threat and

vulnerability intelligence. The Information Security organization also shares and obtains information on cybersecurity

threats through participation in the Financial Services Information Sharing and Analysis Center, referred to as FS-ISAC,

a member-driven organization that advances cybersecurity and resilience in the global financial system.

As appropriate, multidisciplinary teams are deployed to address cybersecurity threats and to respond to cybersecurity

incidents in accordance with the company’s incident response processes. The Information Security organization and

Enterprise Risk Management are informed about and monitor the prevention, detection and mitigation of cybersecurity

incidents through risk and control assessments, targeted reviews, scenario analysis, and monitoring of risk metrics. The

company’s performance in managing cybersecurity risk is reported to the Technology Risk Committee, the Enterprise

Risk Committee and the Board of Directors.

As noted above, the Board has delegated oversight responsibility at the management level for risk-related matters to the

Enterprise Risk Committee. The Enterprise Risk Committee has delegated primary responsibility for management-level

oversight of cybersecurity risk management to the Technology Risk Committee. The Technology Risk Committee

receives reports on cybersecurity risk matters on a regular basis from the company’s Chief Information Security Officer.

The Technology Risk Committee reviews and approves the company’s management-level cybersecurity risk policies

and standards. The Technology Risk Committee also reviews and monitors metrics relating to cybersecurity risk. The

Technology Risk Committee escalates matters to the Enterprise Risk Committee as appropriate.

The company’s Enterprise Risk Management division provides risk-based independent oversight of cybersecurity risk

management performed by the Information Security organization. The Technology Risk Committee and Enterprise Risk

Committee are each chaired by a member of the Enterprise Risk Management division.

The company’s Internal Audit organization audits the Enterprise Risk Management division’s oversight of cybersecurity

risk management and also independently tests the effectiveness of the company’s cybersecurity risk management and

governance. Members of the Internal Audit organization participate as non-voting members of both the Technology Risk

Committee and the Enterprise Risk Committee.

| Cybersecurity | Cybersecurity Governance | | --- || Fannie Mae 2023 Form 10-K | 47 | | --- | --- |

Management Expertise

CISO

Our Chief Information Security Officer has nearly 20 years of professional experience in information security, including

over 7 years as Fannie Mae’s Chief Information Security Officer and 1 year as Fannie Mae’s Deputy Chief Information

Security Officer. Our Chief Information Security Officer holds a graduate degree in information technology management.

Technology Risk Committee

Members of the Technology Risk Committee include officers with expertise in cybersecurity risk oversight, such as the

Chief Information Security Officer described above, the head of our Technology Risk Oversight department, and the

Chief Technology Officer. As of December 2023, approximately three-quarters of the members of the Technology Risk

Committee had prior work experience in cybersecurity, a relevant degree or certification, or other knowledge, skills or

background in cybersecurity.

Enterprise Risk Committee

Members of the Enterprise Risk Committee include senior leaders throughout the company, including our Chief Risk

Officer (who chairs the Committee and is the head of our Enterprise Risk Management division), Chief Executive Officer,

Chief Financial Officer, General Counsel, Head of Multifamily Business, Head of Single-Family Business, and Chief

Information Officer. In addition, our Chief Audit Executive is a non-voting member of the Enterprise Risk Committee. As

of December 2023, more than half of the members of the Enterprise Risk Committee had prior work experience in

cybersecurity or other knowledge, skills or background in cybersecurity.

Impact of Risks from Cybersecurity Threats

As noted above, we and the third parties with which we do business have been, and we expect will continue to be, the

target of cyber attacks and other information security threats. To date, risks from cybersecurity threats, including as a

result of previous cybersecurity incidents, have not materially affected our business, including our business strategy,

results of operations or financial condition. However, large-scale cyber attacks perpetrated against other companies in

recent years suggest that the risk of damaging cyber attacks is increasing. As a result, we continue to invest in our

cybersecurity infrastructure, including investment in prevention capabilities and response readiness.

Notwithstanding our efforts to manage cybersecurity risks as described above, we may not be successful in preventing

or mitigating a cybersecurity incident that could have a material adverse effect on our business, including our business

strategy, results of operations and financial condition. Cybersecurity threats are constantly evolving and we may not be

able to anticipate, detect or recognize cybersecurity threats to our systems and assets, or to implement effective

preventive measures against all cybersecurity threats, especially because the techniques used in cyber attacks are

increasingly sophisticated, change frequently, are complex, and are often not recognized until launched. We routinely

identify cybersecurity threats as well as vulnerabilities in our systems and work to address or mitigate those we have

identified; however, some cybersecurity vulnerabilities take a substantial amount of time to resolve or mitigate and

therefore we continue to have cybersecurity vulnerabilities that we have identified but not resolved or mitigated. As a

result, we could experience a cybersecurity incident that materially affects our business in a quarterly or annual fiscal

period. See “Risk Factors—Operational and Model Risk” for additional discussion of cybersecurity risks to our business.

Item 2.  Properties

There are no physical properties that are material to us.

Item 3.  Legal Proceedings

This item describes our material legal proceedings. We describe additional material legal proceedings in “Note 17,

Commitments and Contingencies,” which is incorporated herein by reference. In addition to the matters specifically

described or incorporated by reference in this item, we are involved in legal and regulatory proceedings that arise in the

ordinary course of business that we do not expect will have a material impact on our business or financial condition.

However, litigation claims and proceedings of all types are subject to many factors and their outcome and effect on our

business and financial condition generally cannot be predicted accurately.

We establish an accrual for legal claims only when a loss is probable and we can reasonably estimate the amount of

such loss. The actual costs of resolving legal claims may be substantially higher or lower than the amounts accrued for

those claims. If certain of these matters are determined against us, FHFA or Treasury, it could have a material adverse

effect on our results of operations, liquidity and financial condition, including our net worth.

| Cybersecurity | Cybersecurity Governance | | --- || Fannie Mae 2023 Form 10-K | 48 | | --- | --- |

Senior Preferred Stock Purchase Agreements Litigation

Since June 2013, preferred and common stockholders of Fannie Mae and Freddie Mac filed lawsuits in multiple federal

courts against one or more of the United States, Treasury and FHFA, challenging actions taken by the defendants

relating to the Fannie Mae and Freddie Mac senior preferred stock purchase agreements and the conservatorships of

Fannie Mae and Freddie Mac. Some of these lawsuits also contain claims against Fannie Mae and Freddie Mac. The

legal claims being advanced by one or more of these lawsuits include challenges to the net worth sweep dividend

provisions of the senior preferred stock that were implemented pursuant to August 2012 amendments to the

agreements, the payment of dividends to Treasury under the net worth sweep dividend provisions, and FHFA’s decision

to require Fannie Mae and Freddie Mac to draw funds from Treasury to pay dividends to Treasury prior to the August

2012 amendments. The plaintiffs seek various forms of equitable and injunctive relief as well as damages. The cases

that remain pending or were terminated after September 30, 2023 are as follows:

District of Columbia (In re Fannie Mae/Freddie Mac Senior Preferred Stock Purchase Agreement Class Action

Litigations and Fairholme Funds v. FHFA). Fannie Mae is a defendant in two cases in the U.S. District Court for the

District of Columbia, including a consolidated class action. The cases were consolidated for trial, and on August 14,

2023, the jury returned a verdict for the plaintiffs and awarded damages of $299.4 million to Fannie Mae preferred

stockholders. On October 24, 2023, the court awarded these stockholders prejudgment interest on the damage award,

to be determined as simple interest, accruing from August 17, 2012 until the date on which judgment is entered at a

fixed rate of 5% over the Federal Reserve discount rate as of August 17, 2012. We have determined the prejudgment

interest through December 31, 2023 is $196 million. See “Note 17, Commitments and Contingencies” for additional

information.

Southern District of Texas (Collins, et al. v. Yellen, et al.). On October 20, 2016, preferred and common stockholders

filed a complaint against FHFA and Treasury in the U.S. District Court for the Southern District of Texas. On May 22,

2017, the court dismissed the case. On September 6, 2019, the U.S. Court of Appeals for the Fifth Circuit, sitting en

banc, affirmed the district court’s dismissal of claims against Treasury, but reversed the dismissal of claims against

FHFA.

On June 23, 2021, the U.S. Supreme Court held that FHFA did not exceed its statutory powers as conservator when it

agreed to the net worth sweep dividend provisions of the third amendment to the senior preferred stock purchase

agreements in August 2012. The court also held that the provision of the Housing and Economic Recovery Act of 2008

that restricts the President’s power to remove the FHFA Director without cause violates the Constitution’s separation of

powers and, thus, the FHFA Director may be removed by the President for any reason. The court rejected plaintiffs’

request to rescind the third amendment to the senior preferred stock purchase agreements. However, the Supreme

Court remanded the case to the Fifth Circuit for further proceedings on the sole issue of whether the stockholders

suffered compensable harm related to the constitutional claim during the limited time-period when a Senate-confirmed

FHFA Director was in office. On March 4, 2022, the Fifth Circuit remanded the case to the district court for further

proceedings on the compensable harm issue. On June 3, 2022, the stockholders filed an amended complaint and on

July 18, 2022, FHFA and Treasury moved to dismiss that complaint. On November 21, 2022, the district court dismissed

the case. On October 12, 2023, the Fifth Circuit Court of Appeals affirmed the district court’s dismissal. The stockholders

time to seek further review has lapsed and the case is now concluded.

Western District of Michigan (Rop et al. v. FHFA et al.). On June 1, 2017, preferred and common stockholders of Fannie

Mae and Freddie Mac filed a complaint for declaratory and injunctive relief against FHFA and Treasury in the U.S.

District Court for the Western District of Michigan. FHFA and Treasury moved to dismiss the case on September 8,

2017, and plaintiffs filed a motion for summary judgment on October 6, 2017. On September 8, 2020, the court denied

plaintiffs’ motion for summary judgment and granted defendants’ motion to dismiss. On October 4, 2022, the U.S. Court

of Appeals for the Sixth Circuit reversed the dismissal and remanded the case to the district court to determine whether

the stockholders suffered compensable harm. On February 2, 2023, plaintiffs filed a petition with the Supreme Court

seeking review of the Sixth Circuit’s decision, which the Supreme Court denied on June 12, 2023. On August 11, 2023,

plaintiffs submitted a motion for leave to file an amended complaint in the district court.

District of Minnesota (Bhatti et al. v. FHFA et al.). On June 22, 2017, preferred and common stockholders of Fannie

Mae and Freddie Mac filed a complaint for declaratory and injunctive relief against FHFA and Treasury in the U.S.

District Court for the District of Minnesota. The court dismissed the case on July 6, 2018. On October 6, 2021, the U.S.

Court of Appeals for the Eighth Circuit affirmed in part and reversed in part the district court’s ruling and remanded the

case to the district court to determine whether the stockholders suffered compensable harm. On January 26, 2022,

plaintiffs filed an amended complaint. On March 11, 2022 and March 14, 2022, Treasury and FHFA each filed motions to

dismiss the new complaint. On December 16, 2022, the district court dismissed the case and on January 9, 2023,

plaintiffs filed a notice of appeal.

| Legal Proceedings | | --- || Fannie Mae 2023 Form 10-K | 49 | | --- | --- |

Eastern District of Pennsylvania (Wazee Street Opportunities Fund IV L.P. et al. v. FHFA et al.). On August 16, 2018,

common stockholders of Fannie Mae and Freddie Mac filed a complaint for declaratory and injunctive relief against

FHFA and Treasury in the U.S. District Court for the Eastern District of Pennsylvania. FHFA and Treasury moved to

dismiss the case on November 16, 2018, and plaintiffs filed a motion for summary judgment on December 21, 2018.

This case is currently stayed.

U.S. Court of Federal Claims (Fisher et al. v. United States of America). On December 2, 2013, common stockholders

of Fannie Mae filed a lawsuit against the United States that listed Fannie Mae as a nominal defendant. The plaintiffs

alleged that the net worth sweep dividend provisions of the senior preferred stock that were implemented pursuant to

the August 2012 amendment constituted a taking of Fannie Mae’s property without just compensation in violation of the

U.S. Constitution. On February 15, 2023, the court issued an order for plaintiffs to show cause why their claims should

not be dismissed, as claims similar to theirs brought by other Fannie Mae stockholders in other cases against the United

States had been dismissed by the court. On September 1, 2023, the court dismissed the case with prejudice. On

October 30, 2023, plaintiffs filed a notice of appeal.

Item 4.  Mine Safety Disclosures

None.

| Legal Proceedings | | --- || Fannie Mae 2023 Form 10-K | 50 | | --- | --- |

PART II

Item 5.  Market for Registrant’s Common Equity, Related Stockholder

Matters and Issuer Purchases of Equity Securities

Common Stock

Our common stock is traded in the over-the-counter market and quoted on the OTCQB, operated by OTC Markets

Group Inc., under the ticker symbol “FNMA.” Over-the-counter market quotations for our common stock reflect inter-

dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

The transfer agent and registrar for our common stock is Computershare Trust Company, N.A., and its address is

P.O. Box 43006, Providence, RI 02940-3006 or, for overnight correspondence, 150 Royall St., Suite 101, Canton, MA

02021.

Holders

As of February 1, 2024, we had approximately 7,500 registered holders of record of our common stock. In addition, as

of February 1, 2024, Treasury held a warrant giving it the right to purchase shares of our common stock equal to 79.9%

of the total number of shares of our common stock outstanding on a fully diluted basis on the date of exercise.

Recent Sales of Unregistered Equity Securities

Under the terms of our senior preferred stock purchase agreement with Treasury, we are prohibited from selling or

issuing our equity interests, without the prior written consent of Treasury except under limited circumstances described

in “Business—Conservatorship and Treasury Agreements—Treasury Agreements—Covenants.”

During the quarter ended December 31, 2023, we did not sell any equity securities.

Information about Certain Securities Issuances by Fannie Mae

Pursuant to SEC regulations, public companies are required to disclose certain information when they incur a material

direct financial obligation or become directly or contingently liable for a material obligation under an off-balance sheet

arrangement. The disclosure must be made in a current report on Form 8-K under Item 2.03 or, if the obligation is

incurred in connection with certain types of securities offerings, in prospectuses for that offering that are filed with the

SEC.

Because the securities we issue are exempted securities under the Securities Act of 1933, we do not file registration

statements or prospectuses with the SEC with respect to our securities offerings. To comply with the disclosure

requirements of Form 8-K relating to the incurrence of material financial obligations, in accordance with a “no-action”

letter we received from the SEC staff in 2004, we report our incurrence of these types of obligations in offering circulars

or prospectuses (or supplements thereto) that we post on our website within the same time period that a prospectus for

a non-exempt securities offering would be required to be filed with the SEC. To the extent we incur a material financial

obligation that is not disclosed in this manner, we would file a Form 8-K if required to do so under applicable Form 8-K

requirements.

The website address for disclosure about our debt securities is www.fanniemae.com/debtsearch. From this address,

investors can access the offering circular and related supplements for debt securities offerings under Fannie Mae’s

universal debt facility, including pricing supplements for individual issuances of debt securities.

Disclosure about our obligations pursuant to the MBS we issue, some of which may be off-balance sheet obligations,

can be found at www.fanniemae.com/mbsdisclosure. From this address, investors can access information and

documents about our MBS, including prospectuses and related prospectus supplements.

We are providing our website address solely for your information. Information appearing on our website is not

incorporated into this report.

Our Purchases of Equity Securities

We did not repurchase any of our equity securities during the fourth quarter of 2023.

Dividends

As described in “Business—Conservatorship and Treasury Agreements,” our conservator has eliminated dividends on

our common and preferred stock (other than dividends on the senior preferred stock issued to Treasury) during the

conservatorship. In addition, under the terms of our senior preferred stock purchase agreement with Treasury, we may

| Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | --- || Fannie Mae 2023 Form 10-K | 51 | | --- | --- |

not pay dividends or make other distributions on or repurchase our equity securities (other than the senior preferred

stock) without the prior written consent of Treasury.

Item 6.  [Reserved]

| Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | | --- || Fannie Mae 2023 Form 10-K | 52 | | --- | --- |

Item 7.  Management’s Discussion and Analysis of Financial Condition

and Results of Operations

You should read this MD&A together with our consolidated financial statements as of December 31, 2023 and the

accompanying notes. This MD&A does not discuss 2021 performance or a comparison of 2021 versus 2022

performance for select areas where we have determined the omitted information is not necessary to understand our

current-period financial condition, changes in our financial condition, or our results. The omitted information may be

found in our 2022 Form 10-K, filed with the SEC on February 14, 2023, in MD&A sections titled “Consolidated Results of

Operations,” “Single-Family Business,” “Multifamily Business,” and “Liquidity and Capital Management.”

Key Market Economic Indicators

Below we discuss how varying macroeconomic conditions can influence our financial results across different business

and economic environments. Our forecasts and expectations are based on many assumptions, subject to many

uncertainties and may change, perhaps substantially, from our current forecasts and expectations. See “Forward-

Looking Statements” and “Risk Factors” for a discussion of factors that could cause actual results to differ materially

from our current forecasts and expectations. For further discussion on housing activity, see “Single-Family Business—

Single-Family Mortgage Market” and “Multifamily Business—Multifamily Mortgage Market.”

Selected Benchmark Interest Rates

(1)Refers to the U.S. weekly average fixed-rate mortgage rate according to Freddie Mac’s Primary Mortgage Market Survey®. These rates are

reported using the latest available data for a given period.

(2)According to Bloomberg.

(3)Refers to the daily rate per the Federal Reserve Bank of New York.

How Interest Rates Can Affect Our Financial Results

•Net interest income. Changes in interest rates impact the timing of when we recognize certain components of

net interest income. Our primary source of net interest income is guaranty fees we receive for assuming the

credit risk on our guaranty book of business, which consists of upfront and base guaranty fees. Since we

amortize upfront guaranty fees over the contractual life of the loan, when a loan prepays, the remaining upfront

fees on the loan are recognized as income in that period. In a rising interest-rate environment, our mortgage

| MD&A | Key Market Economic Indicators | | --- || Fannie Mae 2023 Form 10-K | 53 | | --- | --- |

loans generally prepay more slowly as borrowers are less likely to refinance, which typically results in lower

deferred guaranty fee income as those upfront fees are amortized into interest income over a longer period of

time. Conversely, in a declining interest-rate environment, our mortgage loans generally prepay faster as

borrowers are more likely to refinance, typically resulting in higher deferred guaranty fee income as loan

prepayments accelerate the realization of those upfront fees as interest income. However, since most of the

loans in our single-family guaranty book of business continue to have mortgage interest rates meaningfully

below the current prevailing rate as of December 31, 2023, we may not experience higher deferred guaranty

fee income in a declining interest-rate environment unless mortgage interest rates drop to a level that is low

enough to incentivize more borrowers to refinance. Interest rates also affect the amount of interest income we

earn on our assets. Our corporate liquidity portfolio and certain mortgage-related assets typically earn more

interest income in a higher interest-rate environment and less interest income in a lower interest-rate

environment. See “Consolidated Results of Operations—Net Interest Income” for a discussion of how interest

rate changes impacted our financial results and for information on the interest rates of the loans in our single-

family conventional guaranty book of business compared to the prevailing average 30-year fixed-rate mortgage

rate as of year-end 2023.

•Fair value gains (losses). We have exposure to fair value gains and losses resulting from changes in interest

rates, primarily through our trading securities, mortgage commitment derivatives and risk management

derivatives, which we mark to market through earnings. Fair value gains and losses on our mortgage

commitment derivatives fluctuate depending on how interest rates and prices move between the time a

commitment is opened and when it settles. The net position and composition across the yield curve of our risk

management derivatives changes over time. As a result, interest rate changes (increases or decreases) and

yield curve changes (parallel, steepening or flattening shifts) will generate varying amounts of fair value gains

or losses in a given period. For more information about our fair value gains (losses), see “Consolidated Results

of Operations—Fair Value Gains, Net.”

•Benefit (provision) for credit losses. When mortgage interest rates increase, our expected credit losses on

loans increases because (1) we generally expect fewer borrowers will refinance their loans, thereby extending

the expected life of the loan, which increases our expectation of loss and (2) borrowers with adjustable-rate

loans or multifamily loans with balloon balances due at maturity face increased costs and a reduced ability to

refinance. This increase in our expectation of loss contributes to our provision for credit losses. Conversely,

when mortgage interest rates decrease, our expectation of loss decreases, which reduces our provision for

credit losses. For more information on our benefit (provision) for credit losses, see “Consolidated Results of

Operations—Benefit (Provision) for Credit Losses.”

Single-Family Annual Home Price Growth Rate(1)

(1) Calculated internally using property data on loans purchased by Fannie Mae, Freddie Mac, and other third-party home sales data. Fannie

Mae’s home price index is a weighted repeat transactions index, measuring average price changes in repeat sales on the same properties.

Fannie Mae’s home price index excludes prices on properties sold in foreclosure. Fannie Mae’s home price growth rates represent

estimates based on non-seasonally adjusted preliminary data and are subject to change as additional data becomes available.

| MD&A | Key Market Economic Indicators | | --- || Fannie Mae 2023 Form 10-K | 54 | | --- | --- |

How Home Prices Can Affect Our Financial Results

•Actual and forecasted home prices impact our provision or benefit for credit losses as well as the growth and

size of our guaranty book of business.

•Changes in home prices affect the amount of equity that borrowers have in their homes. Borrowers with less

equity typically have higher delinquency and default rates, particularly in times of economic stress.

•As home prices increase, the severity of losses we incur on defaulted loans that we hold or guarantee

decreases because the amount we can recover from the properties securing the loans increases. Declines in

home prices may increase the losses we incur on defaulted loans.

•As home prices rise, the principal balance of loans associated with newly acquired purchase loans may

increase, causing growth in the size of our guaranty book. Additionally, rising home prices can increase the

amount of equity borrowers have in their home, which may lead to an increase in origination volumes for cash-

out refinance loans with higher principal balances than the existing loan. Replacing existing loans with newly

acquired cash-out refinances can affect the growth and size of our guaranty book.

•Home price growth on a national basis decreased from 7.9% in 2022 to 7.1% in 2023. We expect home price

growth of 3.2% on a national basis in 2024. We also expect regional variation in the timing and rate of home

price changes.

New Housing Starts(1)

(1)According to the U.S. Census Bureau and subject to revision.

How Housing Activity Can Affect Our Financial Results

•Housing is among the most interest-rate-sensitive sectors of the economy. In addition to interest rates, two key

aspects of economic activity that can impact supply and demand for housing, and thus our business and

financial results, are the rates of household formation and housing construction.

•Household formation is a key driver of demand for both single-family and multifamily housing as a newly formed

household will either rent or purchase a home. Thus, changes in the pace of household formation can affect

home prices, multifamily property values and credit performance as well as the degree of loss on defaulted

loans.

•Growth of household formation stimulates homebuilding. Homebuilding has typically been a cyclical leader,

weakening prior to a slowdown in U.S. economic activity and accelerating prior to a recovery, which contributes

to the growth of GDP and employment.

•A decline in housing starts results in fewer new homes being available for purchase and potentially a lower

volume of mortgage originations. Construction activity can also affect credit losses through its impact on home

prices. If the growth of demand exceeds the growth of supply, prices will appreciate and impact the risk profile

of newly acquired purchase loans, depending on where in the housing cycle the market is. A reduced pace of

| MD&A | Key Market Economic Indicators | | --- || Fannie Mae 2023 Form 10-K | 55 | | --- | --- |

construction is often associated with a broader economic slowdown and may signal expected increases in

delinquency and losses on defaulted loans.

•Single-family new home construction, new home sales and existing home sales declined in 2023 due to rising

interest rates for most of the year. In 2024, we expect increases in new home sales and existing home sales,

given our expectation of lower mortgage rates.

GDP, Unemployment Rate and Personal Consumption

(1)Real GDP growth (decline) and personal consumption growth (decline) are based on the quarterly series calculated by the Bureau of

Economic Analysis and are subject to revision.

(2)According to the U.S. Bureau of Labor Statistics and subject to revision.

How GDP, the Unemployment Rate and Personal Consumption Can Affect Our

Financial Results

•Changes in GDP, the unemployment rate and personal consumption can affect several mortgage market

factors, including the demand for both single-family and multifamily housing and the level of loan delinquencies,

which impacts credit losses.

•Economic growth is a key factor for the performance of mortgage-related assets. In a growing economy,

employment and income are typically rising, thus allowing borrowers to meet payment requirements, existing

homeowners to consider purchasing and moving to another home, and renters to consider becoming

homeowners. Homebuilding typically increases to meet the rise in demand. Mortgage delinquencies typically

fall in an expanding economy, thereby decreasing credit losses.

•In a slowing economy, income growth and housing activity typically slow as an early indicator of reduced

economic activity, followed by slowing employment. Typically, as an economic slowdown intensifies,

households reduce their spending. This reduction in consumption then accelerates the slowdown. An economic

slowdown can lead to employment losses, impairing the ability of borrowers and renters to meet mortgage and

rental payments, thus causing loan delinquencies to rise.

•GDP increased in 2023. We expect GDP will continue to grow in 2024, but at a slower pace than in 2023. The

unemployment rate remained relatively flat in 2023, and we expect a slight increase in the unemployment rate

for 2024. We expect our economic outlook will be influenced by a number of factors that are subject to change,

such as the persistence of inflationary pressures, changes in monetary policy and the risk of financial market

disruptions.

See “Risk Factors—Credit Risk” and “Risk Factors—Market and Industry Risk” for further discussion of risks to our

business and financial results associated with interest rates, home prices, housing activity, and economic conditions.

| MD&A | Key Market Economic Indicators | | --- || Fannie Mae 2023 Form 10-K | 56 | | --- | --- |

Consolidated Results of Operations

This section discusses our consolidated results of operations and should be read together with our consolidated

financial statements and the accompanying notes.

Summary of Consolidated Results of Operations
	For the Year Ended December 31,
	2023	2022	2021
	(Dollars in millions)
Net interest income	$28,773	$29,423	29,587	(650)	$(164)
Fee and other income(1)	275	312	361	(37)	(49)
Net revenues	29,048	29,735	29,948	(687)	(213)
Investment gains (losses), net	(53)	(297)	1,352	244	(1,649)
Fair value gains, net	1,304	1,284	155	20	1,129
Administrative expenses	(3,604)	(3,329)	(3,065)	(275)	(264)
Benefit (provision) for credit losses	1,670	(6,277)	5,130	7,947	(11,407)
TCCA fees(2)	(3,431)	(3,369)	(3,071)	(62)	(298)
Credit enhancement expense(3)	(1,512)	(1,323)	(1,051)	(189)	(272)
Change in expected credit enhancement recoveries(4)	(193)	727	(194)	(920)	921
Other expenses, net(5)	(1,273)	(918)	(1,255)	(355)	337
Income before federal income taxes	21,956	16,233	27,949	5,723	(11,716)
Provision for federal income taxes	(4,548)	(3,310)	(5,773)	(1,238)	2,463
Net income	$17,408	$12,923	22,176	4,485	$(9,253)
Total comprehensive income	$17,405	$12,920	22,098	4,485	$(9,178)

All values are in US Dollars.

(1)Single-family fee and other income consists primarily of compensation for engaging in structured transactions and providing other lender

services. Multifamily fee and other income consists of fees associated with certain Multifamily business activities such as credit

enhancements for tax-exempt multifamily housing revenue bonds.

(2)TCCA fees refers to the expense recognized as a result of the 10 basis point increase in guaranty fees on all single-family mortgages

delivered to us on or after April 1, 2012 pursuant to the Temporary Payroll Tax Cut Continuation Act of 2011 and as extended by the

Infrastructure Investment and Jobs Act, which we pay to Treasury.

(3)Consists of costs associated with our freestanding credit enhancements, which primarily include our CAS and CIRT programs, enterprise-

paid mortgage insurance (“EPMI”) and certain lender risk-sharing programs.

(4)Includes estimated changes in benefits, as well as any realized amounts, from our freestanding credit enhancements.

(5)Consists of debt extinguishment gains and losses, expenses associated with legal claims, foreclosed property income (expense), gains

and losses from partnership investments, housing trust fund expenses, loan subservicing costs, and servicer fees paid in connection with

certain loss mitigation activities.

Net Interest Income

Overview

Our primary source of net interest income is guaranty fees we receive for assuming the credit risk on mortgage loans

underlying Fannie Mae MBS held by third parties. We recognize almost all of our guaranty fee revenue in net interest

income because, in our consolidated balance sheets, we consolidate the substantial majority of mortgage loans

underlying our Fannie Mae MBS. Guaranty fees from these mortgage loans account for the difference between the

interest income on mortgage loans in consolidated trusts and the interest expense on the debt of consolidated trusts.

We also earn interest income from our portfolios as described below. In addition, income or expense from hedge

accounting is a component of our net interest income.

Net Interest Income from Guaranty Book of Business

For single-family mortgage loans, there are two components of our guaranty fees:

•Base fees. These fees are ongoing fees that factor into a mortgage loan’s interest rate, which are collected

each month over the life of the mortgage loan.

•Upfront fees. These fees are one-time payments made by lenders upon loan delivery to us. Upfront fees

include risk-based fees, referred to as “loan-level price adjustments,” that vary by the attributes of the loan and

the borrower (such as loan size, LTV ratio, borrower credit score, etc.). Upfront fees also include payments we

make to and receive from lenders to adjust the monthly contractual guaranty fee rate on a Fannie Mae MBS.

| MD&A | Consolidated Results of Operations | | --- || Fannie Mae 2023 Form 10-K | 57 | | --- | --- |

These fees are initially recorded as cost basis adjustments to the mortgage loan and are then amortized into

net interest income over the life of the loan.

For multifamily mortgage loans, base fees are the primary component of our guaranty fee.

In our components of net interest income table, we display net interest income from our guaranty book of business in

three categories:

•Base guaranty fee income, which primarily consists of ongoing monthly fees that are contractually due to us for

assuming credit risk and that we collect and recognize each month over the life of the mortgage loan, excluding

the portion of those fees related to the TCCA described below.

•Base guaranty fee income related to TCCA, which is the portion of the base fees we collect that are not

retained by us but paid to Treasury pursuant to the Temporary Payroll Tax Cut Continuation Act of 2011, as

amended.

•Deferred guaranty fee income, which primarily represents income from the upfront fees described above that

are amortized into net interest income. Deferred guaranty fee income also includes the amortization of cost

basis adjustments on our mortgage loans and debt of consolidated trusts that are not associated with upfront

fees. These basis adjustments consist of premiums and discounts that are established when we initially

recognize mortgage loans and debt of consolidated trusts in our consolidated balance sheets at fair value. We

amortize these basis adjustments over the contractual life of the associated financial instrument. In our prior

Form 10-K and Form 10-Q filings, we referred to “deferred guaranty fee income” as “amortization income.”

Other Sources of Net Interest Income

Net Interest Income from Portfolios

We also recognize net interest income on the difference between interest income earned on the assets in our retained

mortgage portfolio and our corporate liquidity portfolio (collectively, our “portfolios”) and the interest expense associated

with our funding debt. See “Retained Mortgage Portfolio” and “Liquidity and Capital Management—Liquidity

Management—Corporate Liquidity Portfolio” for more information about our portfolios.

Income (Expense) from Hedge Accounting

To reduce the impact of interest-rate volatility on our financial results, we apply fair value hedge accounting. As a result,

during the hedging period, we recognize fair value changes attributable to movements in benchmark interest rates for

mortgage loans, funding debt, and the related interest-rate swaps in the hedging relationships, as a component of net

interest income. We also recognize the amortization of hedge-related basis adjustments and any related interest accrual

on the swaps as a component of net interest income. See the “Income (expense) from hedge accounting” line item in

the table below for information on the impact of hedge accounting on our net interest income.

Components of Net Interest Income

The table below displays the components of our net interest income from our guaranty book of business, from our

portfolios, as well as from hedge accounting.

Components of Net Interest Income
	For the Year Ended December 31,			Variance
	2023	2022	2021	2023 vs. 2022	2022 vs. 2021
	(Dollars in millions)
Net interest income from guaranty book of business:
Base guaranty fee income(1)	$16,155	$16,072	$14,159	$83	$1,913
Base guaranty fee income related to TCCA(2)	3,431	3,369	3,071	62	298
Net deferred guaranty fee income(3)	4,003	7,099	11,243	(3,096)	(4,144)
Total net interest income from guaranty book of business	23,589	26,540	28,473	(2,951)	(1,933)
Net interest income from portfolios(4)	6,173	2,954	941	3,219	2,013
Income (expense) from hedge accounting(5)	(989)	(71)	173	(918)	(244)
Total net interest income	$28,773	$29,423	$29,587	$(650)	$(164)

(1)Excludes revenues generated by the 10 basis point guaranty fee increase we implemented pursuant to the TCCA, the incremental revenue

from which is paid to Treasury and not retained by us.

| MD&A | Consolidated Results of Operations | | --- || Fannie Mae 2023 Form 10-K | 58 | | --- | --- |

(2)Represents revenues generated by the 10 basis point guaranty fee increase we implemented pursuant to the TCCA, the incremental

revenue from which is paid to Treasury and not retained by us.

(3)Excludes the amortization of cost basis adjustments resulting from hedge accounting, which is included in income (expense) from hedge

accounting.

(4)Includes interest income from assets held in our retained mortgage portfolio and our corporate liquidity portfolio, as well as other assets

used to support lender liquidity. Also includes interest expense on our funding debt, including outstanding Connecticut Avenue Securities

debt.

(5)For more information about our hedge accounting program, see “Note 1, Summary of Significant Accounting Policies” and “Note 9,

Derivative Instruments.”

Net interest income decreased slightly in 2023 compared with 2022, primarily as a result of lower deferred guaranty fee

income and higher expense from hedge accounting largely offset by higher income from portfolios.

•Lower deferred guaranty fee income. Throughout most of 2023, we were in a higher interest-rate environment

and observed significantly lower volumes of refinancing activity compared with 2022. As a result, we had lower

deferred guaranty fee income in 2023 compared with 2022. For a description of how fewer mortgage loan

prepayments results typically in lower deferred guaranty fee income, refer to “Key Market Economic Indicators

—How Interest Rates Can Affect Our Financial Results—Net Interest Income.”

•Higher income from portfolios. Higher income from portfolios in 2023 compared with 2022 was primarily driven

by generally higher interest rates in 2023 than in 2022 on securities in our corporate liquidity portfolio, primarily

U.S. Treasuries and securities purchased under agreements to resell. This was partially offset by higher

interest expense on funding debt, also as a result of higher interest rates. See “Liquidity and Capital

Management—Liquidity Management—Corporate Liquidity Portfolio” for more information about our corporate

liquidity portfolio.

•Higher expenses from hedge accounting. Hedge accounting expenses increased in 2023 compared to 2022

due to higher amortization of fair value hedge-related basis adjustments. This was coupled with an increase in

interest expenses on derivatives in hedging relationships as a result of rising interest rates in the first three

quarters of 2023.

Net interest income remained relatively flat in 2022 compared with 2021. The primary offsetting drivers of net interest

income were lower deferred guaranty fee income offset by higher income from portfolios and higher base guaranty fee

income.

•Lower deferred guaranty fee income. Lower deferred guaranty fee income was driven by a higher interest rate

environment in 2022, which slowed refinancing activity driving lower prepayment volumes compared with 2021.

•Higher income from portfolios. Higher income from portfolios in 2022 compared with 2021 was primarily driven

by higher yields on assets in our corporate liquidity portfolio as a result of increases in interest rates, as well as

a decrease in interest expense on our long-term funding debt due to a decrease in the average outstanding

balance compared with 2021.

•Higher base guaranty fee income. An increase in the size of our guaranty book of business combined with

higher average charged guaranty fees were the primary drivers of the increase in base guaranty fee income in

2022 compared with 2021.

Analysis of Unamortized Deferred Guaranty Fees

The chart below presents guaranty fees that will be amortized into “deferred guaranty fee income” in future periods,

which we refer to as “unamortized deferred guaranty fees.” Deferred guaranty fees primarily result from the upfront fees

that we receive at the time of mortgage loan acquisition related to single-family loan-level price adjustments or other

fees we receive from lenders, which are recorded as cost basis adjustments to the mortgage loan. Deferred guaranty

fees also include cost basis adjustments on our mortgage loans and debt of consolidated trusts that are not associated

with upfront fees. We amortize these cost basis adjustments as deferred guaranty fee income over the remaining

contractual life of the mortgage loans or debt. As discussed in “Key Market Economic Indicators,” the timing of when we

recognize deferred guaranty fee income depends on the life of the mortgage loan, which, for single-family in particular,

is sensitive to changes in mortgage interest rates as those changes impact the borrowers’ incentive to refinance. In our

prior Form 10-K and Form 10-Q filings, we referred to “unamortized deferred guaranty fees” as “deferred amortization

income.”

| MD&A | Consolidated Results of Operations | | --- || Fannie Mae 2023 Form 10-K | 59 | | --- | --- |

As shown in the chart below, nearly all of our single-family conventional guaranty book of business as of December 31,

2023 had an interest rate lower than the average 30-year fixed-rate mortgage rate. Per Freddie Mac’s Primary Mortgage

Market Survey®, as of December 28, 2023, the U.S. weekly average interest rate for a single-family 30-year fixed-rate

mortgage was 6.61%. Accordingly, even if interest rates decline meaningfully, most of the borrowers whose mortgage

loans are in our single-family conventional guaranty book of business still would not be incentivized to refinance.

Interest Rates of Single-Family<br><br>Conventional Guaranty Book of Business<br><br>Compared with Average 30-Year Fixed-<br><br>Rate Mortgage Rate	Unamortized Deferred Guaranty Fees(1)
As of December 31, 2023	(Dollars in billions)

—	Represents the average 30-year fixed-rate mortgage rate<br><br>as of December 28, 2023, according to Freddie Mac’s<br><br>Primary Mortgage Market Survey®, the last published rate<br><br>for the year ending December 31, 2023.	(1)	Represents the net unamortized cost basis adjustments<br><br>(consisting of premiums and discounts on mortgage loans<br><br>and debt of consolidated trusts) that will be recognized<br><br>through deferred guaranty fee income over the remaining<br><br>contractual life of the mortgage loans or debt. Although we<br><br>are in a net premium position for both mortgage loans and<br><br>debt of consolidated trusts, we have a greater amount of<br><br>premiums with respect to debt of consolidated trusts.<br><br>Primarily as a result of the upfront fees we charge, the net<br><br>amortization of these cost basis adjustments will result in<br><br>income. Includes cost basis adjustments on both single-<br><br>family and multifamily mortgage loans and debt of<br><br>consolidated trusts.
—	Represents the percentage of single-family conventional<br><br>guaranty book of business by select interest rate band<br><br>based on the current interest rate of the mortgage loans.

The amount of deferred income we record can vary and is primarily impacted by: (1) the amount of upfront fees we

charge on single-family mortgage loans, and (2) changes in interest rates, which affect the premiums and discounts we

record on newly acquired mortgage loans and newly created debt of consolidated trusts. The balance of our

unamortized deferred guaranty fees decreased as of 2023, compared with 2022, primarily as a result of the amortization

of existing premiums on debt of consolidated trusts. In addition, increasing interest rates throughout most of 2023

resulted in newly added debt that is in a net discount position, which further contributed to the decrease.

| MD&A | Consolidated Results of Operations | | --- || Fannie Mae 2023 Form 10-K | 60 | | --- | --- |

Analysis of Net Interest Income

The table below displays an analysis of our net interest income, average balances and related yields earned on assets

and incurred on liabilities. For most components of the average balances, we use a daily weighted average of unpaid

principal balance net of unamortized cost basis adjustments. When daily average balance information is not available,

such as for mortgage loans, we use monthly averages.

Analysis of Net Interest Income and Yield(1)
	For the Year Ended December 31,
	2023			2022			2021
	Average<br><br>Balance	Interest<br><br>Income/<br><br>(Expense)	Average<br><br>Rates<br><br>Earned/<br><br>Paid	Average<br><br>Balance	Interest<br><br>Income/<br><br>(Expense)	Average<br><br>Rates<br><br>Earned/<br><br>Paid	Average<br><br>Balance	Interest<br><br>Income/<br><br>(Expense)	Average<br><br>Rates<br><br>Earned/<br><br>Paid
	(Dollars in millions)
Interest-earning assets:
Mortgage loans of Fannie Mae	$52,074	$2,438	4.68%	$60,587	$2,835	4.68%	$89,603	$2,953	3.30%
Mortgage loans of consolidated trusts	4,082,569	130,796	3.20	4,019,332	114,978	2.86	3,746,113	95,977	2.56
Total mortgage loans(2)	4,134,643	133,234	3.22	4,079,919	117,813	2.89	3,835,716	98,930	2.58
Investments in securities(3)	112,446	4,158	3.70	128,245	1,828	1.41	168,702	582	0.34
Securities purchased under agreements<br><br>to resell	40,992	2,120	5.17	25,374	524	2.04	46,165	21	0.04
Advances to lenders	3,137	202	6.44	5,170	132	2.52	9,086	142	1.54
Total interest-earning assets	$4,291,218	$139,714	3.25%	$4,238,708	$120,297	2.84%	$4,059,669	$99,675	2.46%
Interest-bearing liabilities:
Short-term funding debt	$13,440	$(672)	5.00	$4,429	$(76)	1.69	$5,748	$(4)	0.07
Long-term funding debt	113,958	(3,624)	3.18	139,098	(2,481)	1.78	231,344	(2,707)	1.17
CAS debt	4,021	(415)	10.32	8,658	(511)	5.90	13,896	(581)	4.18
Total debt of Fannie Mae	131,419	(4,711)	3.58	152,185	(3,068)	2.02	250,988	(3,292)	1.31
Debt securities of consolidated trusts<br><br>held by third parties	4,083,997	(106,230)	2.60	4,030,467	(87,806)	2.18	3,778,755	(66,796)	1.77
Total interest-bearing liabilities	$4,215,416	$(110,941)	2.63%	$4,182,652	$(90,874)	2.17%	$4,029,743	$(70,088)	1.74%
Net interest income/net interest yield		$28,773	0.67%		$29,423	0.69%		$29,587	0.73%

(1)Includes the effects of discounts, premiums and other cost basis adjustments, including basis adjustments related to hedge accounting.

(2)Average balance includes mortgage loans on nonaccrual status. Interest income includes loan fees of $2.8 billion, $5.1 billion and $10.1

billion for the years ended 2023, 2022 and 2021, respectively. Loan fees primarily consist of yield maintenance revenue we recognized on

the prepayment of multifamily mortgage loans and the amortization of upfront cash fees exchanged when we acquire the mortgage loan.

(3)Consists of cash, cash equivalents, U.S. Treasury securities and mortgage-related securities.

| MD&A | Consolidated Results of Operations | | --- || Fannie Mae 2023 Form 10-K | 61 | | --- | --- |

The table below displays the change in our net interest income between periods and the extent to which that variance is

attributable to: (1) changes in the volume of our interest-earning assets and interest-bearing liabilities or (2) changes in

the interest rates of these assets and liabilities.

Rate/Volume Analysis of Changes in Net Interest Income
	2023 vs. 2022			2022 vs. 2021
	Total<br><br>Variance	Variance Due to:(1)		Total<br><br>Variance	Variance Due to:(1)
		Volume	Rate		Volume	Rate
	(Dollars in millions)
Interest income:
Mortgage loans of Fannie Mae	$(397)	$(398)	$1	$(118)	$(1,131)	$1,013
Mortgage loans of consolidated trusts	15,818	1,834	13,984	19,001	7,314	11,687
Total mortgage loans	15,421	1,436	13,985	18,883	6,183	12,700
Investments in securities(2)	2,330	(251)	2,581	1,246	(170)	1,416
Securities purchased under agreements to resell	1,596	463	1,133	503	(14)	517
Advances to lenders	70	(68)	138	(10)	(77)	67
Total interest income	19,417	1,580	17,837	20,622	5,922	14,700
Interest expense:
Short-term funding debt	(596)	(307)	(289)	(72)	1	(73)
Long-term funding debt	(1,143)	514	(1,657)	226	1,324	(1,098)
CAS debt	96	359	(263)	70	262	(192)
Total debt of Fannie Mae	(1,643)	566	(2,209)	224	1,587	(1,363)
Debt securities of consolidated trusts held by third parties	(18,424)	(1,181)	(17,243)	(21,010)	(4,680)	(16,330)
Total interest expense	(20,067)	(615)	(19,452)	(20,786)	(3,093)	(17,693)
Net interest income	$(650)	$965	$(1,615)	$(164)	$2,829	$(2,993)

(1)Combined rate/volume variances are allocated between rate and volume based on the relative size of each variance.

(2)Consists of cash, cash equivalents, U.S. Treasury securities and mortgage-related securities.

Fair Value Gains, Net

The estimated fair value of our derivatives, trading securities and other financial instruments carried at fair value may

fluctuate substantially from period to period because of changes in interest rates, the yield curve, mortgage and credit

spreads and implied volatility, as well as activity related to these financial instruments.

Fair value gains, net in 2023 were primarily driven by gains on trading securities, for the reasons described below. Also

see below for the other drivers of our net fair value gains in 2023.

| MD&A | Consolidated Results of Operations | | --- || Fannie Mae 2023 Form 10-K | 62 | | --- | --- |

The table below displays the components of our fair value gains and losses.

Fair Value Gains, Net
	For the Year Ended December 31,
	2023	2022	2021
	(Dollars in millions)
Risk management derivatives fair value gains attributable to:
Net contractual interest income (expense) on interest-rate swaps(1)	$(1,444)	$(492)	$227
Net change in fair value during the period	1,311	(1,891)	(1,284)
Impact of hedge accounting(2)	481	2,763	1,242
Risk management derivatives fair value gains, net	348	380	185
Mortgage commitment derivatives fair value gains, net	120	2,708	551
Credit enhancement derivatives fair value gains (losses), net	46	(97)	(178)
Total derivatives fair value gains, net	514	2,991	558
Trading securities gains (losses), net	1,006	(3,504)	(1,060)
Long-term debt fair value gains (losses), net	(308)	2,265	631
Other, net(3)	92	(468)	26
Fair value gains, net	$1,304	$1,284	$155

(1)Net contractual interest income (expense) on interest-rate swaps is primarily impacted by changes in interest rates and changes in the

composition of our interest-rate swaps portfolio.

(2)The “Impact of hedge accounting” reflected in this table shows the net gain or loss from swaps in hedging relationships plus any accrued

interest during the applicable periods that are recognized in “Net interest income.” For more information about our hedge accounting

program, see “Note 1, Summary of Significant Accounting Policies” and “Note 9, Derivative Instruments.”

(3)Consists primarily of fair value gains and losses on mortgage loans held at fair value.

Risk Management Derivatives Fair Value Gains, Net

Risk management derivative instruments are an integral part of our interest-rate risk management strategy. We

supplement our issuance of debt securities with derivative instruments to further reduce duration risk, which includes

prepayment risk. We purchase option-based risk management derivatives to economically hedge prepayment risk. In

cases where options obtained through callable debt issuances are not needed for risk management derivative

purposes, we may sell options in the over-the-counter (“OTC”) derivatives market in order to offset the options obtained

in the callable debt. Our principal purpose in using derivatives is to manage our aggregate interest-rate risk profile within

prescribed risk parameters. We generally use only derivatives that are relatively liquid and straightforward to value. We

consider the cost of derivatives used in our management of interest-rate risk to be an inherent part of the cost of funding

and hedging our mortgage investments and economically similar to the interest expense that we recognize on the debt

we issue to fund our mortgage investments.

We present, by derivative instrument type, the fair value gains and losses on our derivatives in “Note 9, Derivative

Instruments.” The primary factors that may affect the fair value of our risk management derivatives include the following:

•Changes in interest rates. Our primary derivative instruments are interest-rate swaps, including pay-fixed and

receive-fixed interest-rate swaps. Pay-fixed swaps decrease in value and receive-fixed swaps increase in value

as swap rates decrease (with the opposite being true when swap rates increase). Because the composition of

our pay-fixed and receive-fixed derivatives varies across the yield curve, different yield curve changes (that is,

parallel, steepening or flattening) will generate different gains and losses. Changes in the fair value of

derivatives in hedging relationships are recorded in “Net interest income.”

•Changes in our derivative activity. The mix and balance of our derivative portfolio changes from period to period

as we enter into or terminate derivative instruments to respond to changes in interest rates and changes in the

balances and modeled characteristics of our assets and liabilities. Changes in the composition of our derivative

portfolio affect the derivative fair value gains and losses we recognize in a given period.

Additional factors that affect the fair value of our risk management derivatives include implied interest-rate volatility and

the time value of purchased or sold options.

We recognized net fair value gains on risk management derivatives in 2023 primarily as a result of increasing interest

rates in the first three quarters of 2023, partially offset by increased contractual interest expense on our interest-rate

swaps.

| MD&A | Consolidated Results of Operations | | --- || Fannie Mae 2023 Form 10-K | 63 | | --- | --- |

We recognized net fair value gains on risk management derivatives in 2022 primarily as a result of increases in the fair

value of our pay-fixed interest-rate swaps, partially offset by decreases in the fair value of receive-fixed interest rate

swaps driven by increasing interest rates.

For additional information on our use of derivatives to manage interest-rate risk, see “Risk Management—Market Risk

Management, including Interest-Rate Risk Management—Interest-Rate Risk Management.”

Mortgage Commitment Derivatives Fair Value Gains, Net

We account for certain commitments to purchase or sell mortgage-related securities and to purchase single-family

mortgage loans as derivatives. For open mortgage commitment derivatives, we include changes in their fair value in our

consolidated statements of operations and comprehensive income. When derivative purchase commitments settle, we

include the fair value of the commitment on the settlement date in the cost basis of the loan or security we purchase.

When derivative commitments to sell securities settle, we include the fair value of the commitment on the settlement

date in the cost basis of the security we sell. Purchases of securities issued by our consolidated MBS trusts are treated

as extinguishments of debt; we recognize the fair value of the commitment on the settlement date as a component of

debt extinguishment gains and losses in “Other expenses, net.” Sales of securities issued by our consolidated MBS

trusts are treated as issuances of consolidated debt; we recognize the fair value of the commitment on the settlement

date as a component of debt in the cost basis of the debt issued.

We recognized fair value gains on our mortgage commitments in 2023 primarily due to rising interest rates in the first

three quarters of 2023. These gains were partially offset by fair value losses in the fourth quarter of 2023 due to

decreasing interest rates and tightening of the secondary spread, which is the spread between the 30-year MBS current

coupon yield and 10-year U.S. Treasury rate.

We recognized fair value gains on our mortgage commitments in 2022 primarily due to gains on commitments to sell

mortgage-related securities as prices decreased during the commitment period due to rising interest rates and widening

of the secondary spread.

Trading Securities Gains (Losses), Net

We measure trading securities at fair value in our consolidated balance sheets with subsequent changes in fair value

recorded as “Fair value gains, net” in our consolidated statements of operations and comprehensive income. The

changes in the fair value of our trading securities are included in “Trading securities gains (losses), net” in the table

above.

Gains on trading securities in 2023 were primarily driven by the decrease in U.S. Treasury yields in the fourth quarter of

2023, which resulted in a net gain on our fixed-rate securities held in our corporate liquidity portfolio.

Losses on trading securities in 2022 were primarily driven by increases in U.S. Treasury yields, which resulted in losses

on fixed-rate securities held in our corporate liquidity portfolio.

Long-Term Debt Fair Value Gains (Losses), Net

We generally elect the fair value option for our long-term debt when the accounting guidance would otherwise require us

to separate a derivative from the debt contract and record that derivative at fair value. The changes in the fair value of

our long-term debt held at fair value are included in “Long-term debt fair value gains (losses), net” in the table above.

Losses on long-term debt held at fair value in 2023 were due to an increase in the fair value of long-term debt of

consolidated trusts held at fair value, driven by decreasing interest rates and tightening of the secondary spread during

the fourth quarter of 2023.

We recognized fair value gains in 2022 due to decreases in the fair value of long-term debt of consolidated trusts held at

fair value driven by rising interest rates and widening of the secondary spread.

Benefit (Provision) for Credit Losses

Our benefit or provision for credit losses can vary substantially from period to period based on a number of factors, such

as changes in actual and forecasted home prices or multifamily property valuations, fluctuations in actual and

forecasted interest rates, the credit risk profile of our new acquisitions, borrower payment behavior, events such as

natural disasters or pandemics, the types, volume and effectiveness of our loss mitigation activities, including

forbearances and loan modifications, the volume of foreclosures completed and the volume and pricing of loans

redesignated from held for investment (“HFI”) to HFS. The benefit or provision for credit losses includes our benefit or

provision for loan losses, accrued interest receivable losses, our guaranty loss reserves and credit losses on our AFS

debt securities.

| MD&A | Consolidated Results of Operations | | --- || Fannie Mae 2023 Form 10-K | 64 | | --- | --- |

Our benefit or provision for credit losses and our related loss reserves can also be impacted by updates to the models,

assumptions and data used in determining our allowance for loan losses. Although we believe the estimates underlying

our allowance as of December 31, 2023 are reasonable, they are subject to uncertainty. Changes in future economic

conditions and loan performance from our current expectations may result in volatility in our allowance for loan losses

and, as a result, our benefit or provision for credit losses. See “Critical Accounting Estimates” for additional information

about how our estimate of credit losses is subject to uncertainty. See “Risk Factors—Credit Risk” for a discussion of

factors that could result in significant provisions for credit losses on the loans in our book of business.

The table below provides a quantitative analysis of the drivers of our single-family and multifamily benefit or provision for

credit losses and the change in expected credit enhancement recoveries. Many of the drivers that contribute to our

benefit or provision for credit losses overlap or are interdependent. The components shown below are based on internal

allocation estimates.

Components of Benefit (Provision) for Credit Losses and Change in Expected Credit<br><br>Enhancement Recoveries
	For the Year Ended December 31,
	2023	2022	2021
(Dollars in millions)
Single-family benefit (provision) for credit losses:
Changes in loan activity(1)(2)	$(1,348)	$(1,347)	$201
Redesignation of loans from HFI to HFS	(616)	(306)	1,233
Actual and forecasted home prices	4,350	(2,867)	3,026
Actual and projected interest rates	66	(1,072)	(639)
Release of economic concessions(3)	77	793	—
Changes in assumptions regarding COVID-19 forbearance<br><br>and loan delinquencies(2)	—	—	713
Other(4)	(364)	(230)	64
Single-family benefit (provision) for credit losses	2,165	(5,029)	4,598
Multifamily benefit (provision) for credit losses:
Changes in loan activity(1)(2)	(310)	(150)	(202)
Actual and projected interest rates	12	(279)	9
Actual and projected economic data(5)	(258)	105	571
Estimated impact of the COVID-19 pandemic(2)	—	—	119
Other(4)	61	(924)	33
Multifamily benefit (provision) for credit losses	(495)	(1,248)	530
Total benefit (provision) for credit losses(6)	$1,670	$(6,277)	$5,128
Change in expected credit enhancement recoveries:(7)
Single-family	$(310)	$470	$(86)
Multifamily	117	257	(108)
Change in expected credit enhancement recoveries	$(193)	$727	$(194)

(1)Primarily consists of loan acquisitions, liquidations, changes in loan delinquencies and write-offs of amounts determined to be uncollectible.

For multifamily, “Changes in loan activity” also includes changes in the allowance due to loan delinquencies and the impact of changes in

debt service coverage ratios (“DSCRs”) based on updated property financial information, which is used to assess loan credit quality.

(2)Beginning January 1, 2022, changes in assumptions regarding COVID-19 forbearance and loan delinquencies are included in “Changes in

loan activity.”

(3)Represents the benefit from the release of economic concessions related to loans previously designated as troubled debt restructurings

(“TDRs”) that received loss mitigation arrangements during the period.

(4)Includes provision for allowance on accrued interest receivable and impacts of model enhancements. For single-family, also includes any

benefit or provision for our guaranty loss reserves that are not separately included in the other components.

(5)Primarily consists of changes attributed to projected property net operating income, actual and projected property values, and labor market

forecasts.

(6)For purposes of this attribution table, credit losses on AFS securities are excluded.

| MD&A | Consolidated Results of Operations | | --- || Fannie Mae 2023 Form 10-K | 65 | | --- | --- |

(7)Beginning December 31, 2023, changes in benefits we expect to receive on inactive loans are included in “Change in expected credit

enhancement recoveries.” Prior periods have been updated in this report to conform to the current period presentation.

Single-Family Benefit (Provision) for Credit Losses

Our single-family benefit for credit losses in 2023 was primarily driven by a benefit from actual and forecasted home

price growth, partially offset by a provision from changes in loan activity and a provision relating to the redesignation of

loans from HFI to HFS, as described below:

•Benefit from actual and forecasted home price growth. During 2023, we observed stronger than expected

actual and forecasted home price appreciation. Higher home prices decrease the likelihood that loans will

default and reduce the amount of losses on loans that do default, which impacts our estimate of losses and

ultimately reduces our loss reserves and provision for credit losses. See “Key Market Economic Indicators” for

additional information about how home prices affect our credit loss estimates, including a discussion of home

price growth and our home price forecast. Also see “Critical Accounting Estimates” for more information about

our home price forecast.

•Provision from changes in loan activity, which includes provision on newly acquired loans. This was primarily

driven by the credit risk profile of our 2023 single-family acquisitions, which had a higher proportion of purchase

loans compared with our 2022 single-family acquisitions. Purchase loans generally have higher origination LTV

ratios than refinance loans. This factor drove a higher estimated risk of default and loss severity in the

allowance and therefore a higher credit loss provision for those loans at the time of acquisition.

•Provision from redesignation of loans from HFI to HFS. In 2023 we redesignated certain nonperforming and

reperforming single-family loans from HFI to HFS, as we no longer intended to hold them for the foreseeable

future or to maturity. Upon redesignation, these loans had an amortized cost of $3.3 billion with a related

allowance of $42 million. Since interest rates on the loans were below current market interest rates, their

carrying value exceeded their fair value at the time of redesignation, which resulted in a write-off against the

allowance of $658 million, with a net impact of $616 million in additional provision for credit losses.

The primary factors that contributed to our single-family provision for credit losses in 2022 were:

•Net provision from actual and forecasted home prices. Provision from home price changes was primarily driven

by our home price forecast, which estimated home price declines in 2023 and 2024. Lower forecasted home

prices increase the likelihood that loans will default and increase the amount of credit loss on loans that do

default, which increases our estimate of loss reserves and provision for credit losses.

•Provision from changes in loan activity, which includes provision on newly acquired loans. The portion of our

single-family acquisitions consisting of purchase loans increased in 2022 compared with 2021. In addition, in

2022, our credit loss provision also increased as our more negative home price forecast increased our estimate

of losses on newly acquired loans.

•Provision from higher actual and projected interest rates. As mortgage rates increased, we expected a

decrease in future prepayments on single-family loans, including modified loans accounted for as TDRs. Lower

expected prepayments extended the expected lives of these loans resulting in an increase in expected losses.

For TDR loans, longer expected lives also increased the expected impairment relating to economic

concessions provided on them, resulting in a provision for credit losses.

Multifamily Benefit (Provision) for Credit Losses

The primary factors that contributed to our multifamily provision for credit losses in 2023 were:

•Provision from changes in loan activity. This was primarily driven by new acquisitions resulting in book growth,

as well as increased delinquencies and declining DSCRs on the multifamily guaranty book, particularly in

instances where the DSCR declined to at or below a 1.0x coverage ratio.

•Provision from actual and projected economic data. Multifamily property values decreased throughout 2023,

which resulted in higher estimated LTV ratios on the loans in our multifamily guaranty book of business,

resulting in a provision for credit losses.

Our seniors housing loans were not a driver of our multifamily provision for credit losses in 2023, as our estimate of

losses related to these loans has decreased slightly since year-end 2022 as a result of loss mitigation activities

performed on this portfolio in 2023 and some recovery in property financials. However, our allowance for seniors

housing loans remained elevated as of December 31, 2023. These properties continue to be stressed from the effects of

the COVID-19 pandemic and ongoing economic trends and have not recovered to pre-pandemic levels.

| MD&A | Consolidated Results of Operations | | --- || Fannie Mae 2023 Form 10-K | 66 | | --- | --- |

See “Multifamily Business—Multifamily Mortgage Credit Risk Management—Multifamily Portfolio Monitoring” for a

discussion of risks within specific property types that we are monitoring, including a discussion of seniors housing loans.

The primary factors that contributed to our multifamily provision for credit losses in 2022 were:

•Approximately $900 million in provision relating to our multifamily seniors housing portfolio, which is included in

“Other” in the table above. As of December 31, 2022, our estimate of credit losses reflected an increased

probability of default and greater expected severity of loss on our seniors housing portfolio. As of December 31,

2022, nearly all of the seniors housing loans in our guaranty book of business were current on their payments.

However, our seniors housing portfolio was disproportionately impacted by market conditions, which resulted in

higher expected losses on this portfolio.

Seniors housing was negatively impacted by elevated vacancy rates and higher operating costs, which were

exacerbated by inflation pressures. This reduced the net operating income on many seniors housing properties,

which in turn led to lower estimated property values. These factors, combined with increased costs associated

with adjustable-rate mortgages due to a sharp rise in short-term interest rates during the latter half of 2022, put

additional stress on our seniors housing portfolio and increased our estimate of credit losses on these loans. As

of December 31, 2022, our seniors housing portfolio had an unpaid principal balance of $16.6 billion, of which

39% were adjustable-rate mortgages.

•Provision for higher actual and projected interest rates. Rising interest rates may reduce the ability of

multifamily borrowers to refinance their loans, which often have balloon balances at maturity, increasing our

provision for credit losses. Additionally, rising interest rates increase the chance that multifamily borrowers with

adjustable-rate mortgages may default due to higher payments if the property net operating income is not

increasing at a similar pace.

Change in Expected Credit Enhancement Recoveries

Change in expected credit enhancement recoveries consists of the change in benefits recognized from our freestanding

credit enhancements, including any realized amounts. Change in expected credit enhancement recoveries switched

from income in 2022 to expense in 2023 driven by the shift from a provision for credit losses in 2022 to a benefit for

credit losses in 2023 as our allowance for loan losses decreased, which drove a decrease in our expected recoveries.

Other Expenses, Net

Other expenses, net consists of debt extinguishment gains and losses, expenses associated with legal claims,

foreclosed property income (expense), gains and losses from partnership investments, housing trust fund expenses,

loan subservicing costs, and servicer fees paid in connection with certain loss mitigation activities. The increase in other

expenses, net in 2023 was primarily due to $495 million of expense attributable to a jury verdict and an award of

prejudgment interest for Fannie Mae preferred shareholders in two cases consolidated for trial in the U.S. District Court

for the District of Columbia. See “Note 17, Commitments and Contingencies—Senior Preferred Stock Purchase

Agreements Litigation” for additional information on our senior preferred stock agreements litigation.

| MD&A | Consolidated Results of Operations | | --- || Fannie Mae 2023 Form 10-K | 67 | | --- | --- |

Consolidated Balance Sheet Analysis

This section discusses our consolidated balance sheets and should be read together with our consolidated financial

statements and the accompanying notes.

Summary of Consolidated Balance Sheets
	As of December 31,
	2023		Variance
	(Dollars in millions)
Assets
Cash and cash equivalents and securities purchased under agreements to resell	66,517	$72,552	$(6,035)
Restricted cash and cash equivalents	32,889	29,854	3,035
Investments in securities, at fair value	53,116	50,825	2,291
Mortgage loans:
Of Fannie Mae	50,325	54,085	(3,760)
Of consolidated trusts	4,094,036	4,071,698	22,338
Allowance for loan losses	(8,730)	(11,347)	2,617
Mortgage loans, net of allowance for loan losses	4,135,631	4,114,436	21,195
Deferred tax assets, net	11,681	12,911	(1,230)
Other assets	25,603	24,710	893
Total assets	4,325,437	$4,305,288	$20,149
Liabilities and equity
Debt:
Of Fannie Mae	124,065	$134,168	$(10,103)
Of consolidated trusts	4,098,653	4,087,720	10,933
Other liabilities	25,037	23,123	1,914
Total liabilities	4,247,755	4,245,011	2,744
Fannie Mae stockholders’ equity:
Senior preferred stock	120,836	120,836	—
Other net deficit	(43,154)	(60,559)	17,405
Total equity	77,682	60,277	17,405
Total liabilities and equity	4,325,437	$4,305,288	$20,149

All values are in US Dollars.

Cash and Cash Equivalents and Securities Purchased under Agreements to Resell

Cash and cash equivalents and securities purchased under agreements to resell decreased from December 31, 2022 to

December 31, 2023, primarily driven by redemption of corporate debt outpacing issuances, partially offset by proceeds

from the sale of securities and loans, and the continued accumulation of earnings retained from our operations. For

further discussion, see “Liquidity and Capital Management—Liquidity Management.”

Mortgage Loans, Net of Allowance

The mortgage loans reported in our consolidated balance sheets are classified as either HFS or HFI and include loans

owned by Fannie Mae and loans held in consolidated trusts.

Mortgage loans, net of allowance for loan losses increased from December 31, 2022 to December 31, 2023, driven

primarily by loan acquisitions outpacing liquidations and sales during 2023, as well as a decline in our allowance for

loan losses.

Debt

Debt of consolidated trusts represents the amount of Fannie Mae MBS issued from consolidated trusts and held by

third-party certificateholders. Debt of Fannie Mae also includes CAS debt, which we issued in connection with our

transfer of mortgage credit risk.

The decrease in debt of Fannie Mae from December 31, 2022 to December 31, 2023 was primarily due to the maturity

of long-term debt, which outpaced new issuances as our funding needs remained low. The increase in debt of

consolidated trusts from December 31, 2022 to December 31, 2023 was primarily driven by sales of Fannie Mae MBS,

which are accounted for as issuances of debt of consolidated trusts in our consolidated balance sheets, since the MBS

| MD&A | Consolidated Balance Sheet Analysis | | --- || Fannie Mae 2023 Form 10-K | 68 | | --- | --- |

certificate ownership is transferred from us to a third party. See “Liquidity and Capital Management—Liquidity

Management—Debt Funding” for a summary of activity in debt of Fannie Mae and a comparison of the mix between our

outstanding short-term and long-term debt. Also see “Note 8, Short-Term and Long-Term Debt” for additional information

on our total outstanding debt.

Stockholders’ Equity

Our stockholders’ equity (also referred to as our net worth) increased to $77.7 billion as of December 31, 2023,

compared with $60.3 billion as of December 31, 2022, due to the $17.4 billion in comprehensive income recognized

during 2023.

The aggregate liquidation preference of the senior preferred stock increased to $195.2 billion as of December 31, 2023

from $180.3 billion as of December 31, 2022. The aggregate liquidation preference of the senior preferred stock will

further increase to $199.2 billion as of March 31, 2024, due to the $4.0 billion increase in our net worth in the fourth

quarter of 2023. For more information about how this liquidation preference is determined, see “Business—

Conservatorship and Treasury Agreements—Treasury Agreements—Senior Preferred Stock Purchase Agreement and

Senior Preferred Stock.”

Retained Mortgage Portfolio

We use our retained mortgage portfolio primarily to provide liquidity to the mortgage market through portfolio

securitization transactions and to support our loss mitigation activities.

Our retained mortgage portfolio consists of mortgage loans and mortgage-related securities that we own, including

Fannie Mae MBS and non-Fannie Mae mortgage-related securities. Assets held by consolidated MBS trusts that back

mortgage-related securities owned by third parties are not included in our retained mortgage portfolio.

We separate the instruments within our retained mortgage portfolio into three categories based on each instrument’s

use:

•Lender liquidity, which includes balances related to our portfolio securitization activity, supports our efforts to

provide liquidity to the single-family and multifamily mortgage markets.

•Loss mitigation supports our loss mitigation efforts through the purchase of delinquent loans from our MBS

trusts.

•Other represents assets that were previously purchased for investment purposes.

| MD&A | Consolidated Balance Sheet Analysis | | --- || Fannie Mae 2023 Form 10-K | 69 | | --- | --- |

The table below displays the components of our retained mortgage portfolio. Based on the nature of the asset, these

balances are included in either “Investments in securities, at fair value” or “Mortgage loans, net of allowance for loan

losses” in our “Summary of Consolidated Balance Sheets” table above.

The increase in our retained mortgage portfolio as of December 31, 2023 compared with December 31, 2022 was

primarily due to an increase in our lender liquidity portfolio driven by higher holdings in agency securities. This was

partially offset by the continued decline in loans and securities in the other category primarily due to liquidations and

paydowns.

Retained Mortgage Portfolio
	As of December 31,
	2023		2022
	(Dollars in millions)
Lender liquidity:
Agency securities(1)		$27,823	$16,410
Mortgage loans		7,101	7,329
Total lender liquidity		34,924	23,739
Loss mitigation mortgage loans(2)		38,634	38,458
Other:
Reverse mortgage loans and securities(3)		5,953	11,376
Other mortgage loans and securities(4)		3,683	4,169
Total other		9,636	15,545
Total retained mortgage portfolio		$83,194	$77,742
Retained mortgage portfolio by segment:
Single-family mortgage loans and mortgage-related securities		$77,357	$73,769
Multifamily mortgage loans and mortgage-related securities		$5,837	$3,973

(1)Consists of Fannie Mae, Freddie Mac and Ginnie Mae mortgage-related securities, including Freddie Mac securities guaranteed by Fannie

Mae. Excludes Fannie Mae and Ginnie Mae reverse mortgage securities and Fannie Mae-wrapped private-label securities.

(2)Includes single-family loans on nonaccrual status of $8.1 billion and $7.1 billion as of December 31, 2023 and 2022, respectively. Also

includes multifamily loans on nonaccrual status of $2.0 billion and $243 million as of December 31, 2023 and 2022, respectively.

(3)Includes Fannie Mae and Ginnie Mae reverse mortgage securities. We stopped acquiring newly originated reverse mortgage loans in

2010.

(4)Other mortgage loans primarily include multifamily loans on accrual status and single-family loans that are not included in the loss

mitigation or lender liquidity categories. Other mortgage securities primarily include private-label securities and mortgage revenue bonds.

The amount of mortgage assets that we may own is capped at $225 billion under the terms of our senior preferred stock

purchase agreement with Treasury. In addition, we are currently required to cap our mortgage assets at $202.5 billion

per instructions from FHFA.

We include 10% of the notional value of the interest-only securities we hold in calculating the size of the retained

mortgage portfolio for the purpose of determining compliance with the senior preferred stock purchase agreement

mortgage assets cap and associated FHFA instructions. As of December 31, 2023, 10% of the notional value of our

interest-only securities was $1.6 billion, which is not included in the table above.

Under the terms of our MBS trust documents, we have the option or, in some instances, the obligation, to purchase

mortgage loans that meet specific criteria from an MBS trust. The purchase price for these loans is the unpaid principal

balance of the loan plus accrued interest. If a delinquent loan remains in a single-family MBS trust, the servicer is

responsible for advancing the borrower’s missed scheduled principal and interest payments to the MBS holders for up

to four months, after which time we must make these missed payments. In addition, we must reimburse servicers for

advanced principal and interest payments.

In support of our loss mitigation strategies, we purchased $9.5 billion of loans from our single-family MBS trusts during

2023, the substantial majority of which were delinquent, compared with $16.4 billion of loans purchased from single-

family MBS trusts during 2022. The amount of loans we bought out of trusts decreased in 2023 relative to the prior year

as loans exiting COVID-19-related forbearance drove a higher number of loan modifications in 2022.

| MD&A | Retained Mortgage Portfolio | | --- || Fannie Mae 2023 Form 10-K | 70 | | --- | --- |

Guaranty Book of Business

Our “guaranty book of business” consists of:

•Fannie Mae MBS outstanding, excluding the portions of any structured securities we issue that are backed by

Freddie Mac securities;

•mortgage loans of Fannie Mae held in our retained mortgage portfolio; and

•other credit enhancements that we provide on mortgage assets.

“Total Fannie Mae guarantees” consists of:

•our guaranty book of business; and

•the portions of any structured securities we issue that are backed by Freddie Mac securities.

We and Freddie Mac issue single-family uniform mortgage-backed securities, or “UMBS.” We use the term “Fannie Mae

MBS” or “our MBS” to refer to any type of mortgage-backed security that we issue, including UMBS®, Supers®, Real

Estate Mortgage Investment Conduit securities (“REMICs”) and other types of single-family or multifamily mortgage-

backed securities.

Some Fannie Mae MBS that we issue are backed in whole or in part by Freddie Mac securities. When we resecuritize

Freddie Mac securities into Fannie Mae-issued structured securities, such as Supers and REMICs, our guaranty of

principal and interest extends to the underlying Freddie Mac securities. However, Freddie Mac continues to guarantee

the payment of principal and interest on the underlying Freddie Mac securities that we have resecuritized. Effective April

1, 2023, the upfront fee for commingled securities decreased from 50 basis points to 9.375 basis points on the portion of

the securities made up of Freddie Mac-issued collateral. References to our single-family guaranty book of business

exclude Freddie Mac-acquired mortgage loans underlying Freddie Mac securities that we have resecuritized.

Our issuance of structured securities backed in whole or in part by Freddie Mac securities creates additional off-balance

sheet exposure. Our guaranty extends to the underlying Freddie Mac security included in the structured security, but we

do not have control over the Freddie Mac mortgage loan securitizations. Because we do not have the power to direct

matters (primarily the servicing of mortgage loans) that impact the credit risk to which we are exposed, which constitute

control of these securitization trusts, we do not consolidate these trusts in our consolidated balance sheet, giving rise to

off-balance sheet exposure. See “Liquidity and Capital Management—Liquidity Management—Off-Balance Sheet

Arrangements” and “Note 7, Financial Guarantees” for information regarding our maximum exposure to loss on

unconsolidated Fannie Mae MBS and Freddie Mac securities.

The table below displays the composition of our guaranty book of business based on unpaid principal balance.

Composition of Fannie Mae Guaranty Book of Business
	As of December 31,
	2023			2022
	Single-<br><br>Family	Multifamily	Total	Single-<br><br>Family	Multifamily	Total
	(Dollars in millions)
Conventional guaranty book of business(1)	$3,647,344	$471,812	$4,119,156	$3,646,981	$442,067	$4,089,048
Government guaranty book of business(2)	7,901	520	8,421	12,450	572	13,022
Guaranty book of business	3,655,245	472,332	4,127,577	3,659,431	442,639	4,102,070
Freddie Mac securities guaranteed by Fannie Mae(3)	215,605	—	215,605	234,023	—	234,023
Total Fannie Mae guarantees	$3,870,850	$472,332	$4,343,182	$3,893,454	$442,639	$4,336,093

(1)Refers to mortgage loans and mortgage-related securities that are not guaranteed or insured, in whole or in part, by the U.S. government.

(2)Refers to mortgage loans and mortgage-related securities guaranteed or insured, in whole or in part, by the U.S. government.

(3)Consists of off-balance sheet arrangements of approximately (i) $179.6 billion and $193.9 billion in unpaid principal balance of Freddie

Mac-issued UMBS backing Fannie Mae-issued Supers as of December 31, 2023 and 2022, respectively; and (ii) $36.0 billion and $40.1

billion in unpaid principal balance of Freddie Mac securities backing Fannie Mae-issued REMICs as of December 31, 2023 and 2022,

respectively. See “Liquidity and Capital Management—Liquidity Management—Off-Balance Sheet Arrangements” for more information

regarding our maximum exposure to loss on consolidated Fannie Mae MBS and Freddie Mac securities.

The GSE Act requires us to set aside each year an amount equal to 4.2 basis points of the unpaid principal balance of

our new business purchases and to pay this amount to specified HUD and Treasury funds in support of affordable

housing. In March 2023, we paid $287 million to the funds based on our new business purchases in 2022. For 2023, we

recognized an expense of $155 million related to this obligation based on $369.2 billion in new business purchases

during the year. We expect to pay this amount to the funds in 2024.

| MD&A | Guaranty Book of Business | | --- || Fannie Mae 2023 Form 10-K | 71 | | --- | --- |

Single-Family Business

Single-Family Primary Business Activities

Providing Liquidity for Single-Family Mortgage Loans

Working with lenders, our Single-Family business provides liquidity to the mortgage market primarily by acquiring single-

family loans from lenders and securitizing those loans into Fannie Mae MBS, which are either delivered to the lenders or

sold to investors or dealers. We describe our securitization transactions in “Business—Mortgage Securitizations.” Our

Single-Family business also supports liquidity in the mortgage market and the businesses of our lenders through other

activities, such as issuing structured Fannie Mae MBS backed by single-family mortgage assets and buying and selling

single-family agency mortgage-backed securities.

Our Single-Family business securitizes and purchases primarily conventional (not government-insured or government-

guaranteed) single-family fixed-rate or adjustable-rate, first-lien mortgage loans, or mortgage-related securities backed

by these types of loans. We also securitize or purchase loans insured by FHA, loans guaranteed by the VA, loans

guaranteed by the Rural Development Housing and Community Facilities Program of the U.S. Department of

Agriculture, manufactured housing mortgage loans and other mortgage-related securities.

Single-Family Mortgage Servicing

Our single-family mortgage loans are serviced by mortgage servicers on our behalf. Some loans are serviced by the

lenders that initially sold the loans to us. In other cases, loans are serviced by third-party servicers that did not originate

or sell the loans to us. For loans we own or guarantee, the lender or servicer must obtain our approval before selling

servicing rights to another servicer.

Our mortgage servicers typically collect and deliver principal and interest payments, administer escrow accounts,

monitor and report on loan performance, perform early delinquency intervention activities, evaluate transfers of

ownership interests, respond to requests for partial releases of security, and handle proceeds from casualty and

condemnation losses. Our mortgage servicers are the primary point of contact for borrowers and perform a key role in

the effective implementation of our servicing policies, negotiation of workouts for delinquent and troubled loans, and

other loss mitigation activities. If necessary, mortgage servicers inspect and preserve properties and process

foreclosures and bankruptcies. For information on the risks of our reliance on servicers, refer to “Risk Factors—Credit

Risk.”

We compensate servicers primarily by permitting them to retain a specified portion of each interest payment on a

serviced mortgage loan as a servicing fee. Servicers also generally retain assumption fees, late payment charges and

other similar charges, to the extent they are collected from borrowers, as additional servicing compensation. We also

compensate servicers for negotiating workouts on problem loans.

Our servicers are required to develop, follow and maintain written procedures relating to loan servicing and legal

compliance in accordance with our Servicing Guide. We oversee servicer compliance with our Servicing Guide

requirements and execution of our loss mitigation programs by conducting reviews of select servicers. These reviews

are designed to test a servicer’s quality control processes and compliance with our requirements across key servicing

functions. Issues identified through these Servicing Guide compliance reviews are provided to the servicer with

prescribed corrective actions and expected resolution due dates, and we monitor servicers’ remediation of their

compliance issues.

We employ a servicer performance management program, called the Servicer Total Achievement and RewardsTM

(STAR®) Program, which provides our largest servicers a transparent framework of key metrics and operational

assessments to recognize strong performance and identify areas of weakness. Performance management staff

measure, monitor and manage overall servicer performance by conducting regular servicer performance reviews in an

effort to promote optimal performance, mitigate risk and explore best practices or areas of opportunity to take action and

improve performance where necessary or appropriate.

Repercussions for poor performance by a servicer may include performance improvement plans, lost incentive income,

compensatory fees, monetary and non-monetary remedies, and reduced opportunity for STAR Program recognition. If

poor performance persists, servicing may ultimately be transferred to a different servicer.

Single-Family Credit Risk and Credit Loss Management

Our Single-Family business:

•Prices and manages the credit risk on loans in our single-family guaranty book of business through our loan

acquisition policies.

| MD&A | Single-Family Business | Single-Family Primary Business Activities | | --- || Fannie Mae 2023 Form 10-K | 72 | | --- | --- |

•Enters into transactions that transfer a portion of the credit risk on some of the loans in our single-family

guaranty book of business through our credit risk transfer programs.

•Works to reduce costs of defaulted single-family loans, including through forbearance plans, home retention

solutions, foreclosure alternatives, management of foreclosures and our REO inventory, selling nonperforming

loans, and pursuing contractual remedies from lenders, servicers and providers of credit enhancement.

See “Single-Family Mortgage Credit Risk Management” below for discussion of our strategies for managing credit risk

and credit losses on single-family loans.

Single-Family Lenders and Investors

In support of our mission to facilitate equitable and sustainable access to homeownership and quality affordable rental

housing across America, we work with lenders that operate within the primary mortgage market where mortgage loans

are originated and funds are loaned to borrowers. Our lenders include mortgage banking companies, savings and loan

associations, savings banks, commercial banks, credit unions, community banks, private mortgage originators, and

state and local housing finance agencies. Lenders originating mortgages in the primary mortgage market often sell them

in the secondary mortgage market in the form of whole loans or in the form of mortgage-related securities.

During 2023, approximately 1,200 lenders delivered single-family mortgage loans to us. We acquire a significant portion

of our single-family mortgage loans from several large mortgage lenders. During 2023, our top five lenders, in the

aggregate, accounted for 29% of our single-family business volume, compared with 28% in 2022. No lender accounted

for 10% or more of our single-family business volume in 2023.

We have a diversified funding base of domestic and international investors. Purchasers of single-family Fannie Mae

MBS include asset managers, commercial banks, pension funds, insurance companies, Treasury, central banks,

corporations, state and local governments, and other municipal authorities. Our CAS investors include asset managers,

real estate investment trusts, hedge funds and insurance companies, while our CIRT transaction counterparties are

insurers and reinsurers.

Single-Family Competition

We compete to acquire single-family mortgage assets in the secondary mortgage market and to issue single-family

mortgage-related securities to investors. Competition in these areas is affected by many factors, including the number of

residential mortgage loans offered for sale in the secondary mortgage market by loan originators and other market

participants (and whether sellers elect to retain loans with better credit characteristics), the nature of the residential

mortgage loans offered for sale (for example, whether the loans represent refinancings), the current demand for

mortgage assets from mortgage investors, the interest-rate risk investors are willing to assume and the yields they will

require as a result, and the credit risk and prices associated with available mortgage investments.

Competition to acquire mortgage assets is significantly affected by both our and our competitors’ pricing and eligibility

standards, as well as investor demand for UMBS and for our and our competitors’ other mortgage-related securities.

Our competitive environment also may be affected by many other factors, including: our risk appetite; our capital

requirements; our return on capital requirements; applicable housing goals and duty-to-serve requirements; FHFA’s

single-family mortgage purchase, servicing and securitization requirements aimed at aligning our single-family MBS with

Freddie Mac’s MBS; and new or existing legislation or regulations applicable to us, our lenders or our investors. In

competing to acquire loans in the secondary mortgage market, we focus on understanding what drives our lenders’

execution decisions and identifying how to best deliver value while supporting our mission. See “Business—

Conservatorship and Treasury Agreements,” “Business—Legislation and Regulation,” and “Risk Factors” for information

on matters that could affect our business and competitive environment.

Our competitors for the acquisition of single-family mortgage assets are financial institutions and government agencies

that manage residential mortgage credit risk or invest in residential mortgage loans, including Freddie Mac, FHA, the

VA, the FHLBs, U.S. banks and thrifts, securities dealers, insurance companies, pension funds, investment funds and

other mortgage investors. Currently, our primary competitors for the issuance and/or guarantee of single-family

mortgage-related securities are Freddie Mac, Ginnie Mae (which primarily guarantees securities backed by FHA-insured

loans and VA-guaranteed loans) and private market competitors. Competition for investors and counterparties in our

credit risk transfer transactions comes primarily from other issuers of mortgage credit risk transfer transactions, such as

Freddie Mac and private mortgage insurers. We also compete for investor funds against other credit-related securitized

products, such as private-label residential mortgage-backed securities (“RMBS”), commercial RMBS, and collateralized

loan obligations. As noted above, the nature of our primary competitors and the overall levels of competition we face

could change as a result of a variety of factors, many of which are outside our control.

| MD&A | Single-Family Business | Single-Family Primary Business Activities | | --- || Fannie Mae 2023 Form 10-K | 73 | | --- | --- |

Single-Family Mortgage Market

In the charts below we present macroeconomic factors that affect the single-family mortgage market in which our

Single-Family business operates. Home sales and the supply of unsold homes are indicators of the underlying demand

for mortgage loans, which impacts our acquisition volumes.

Total Single-Family Home Sales and<br><br>Months’ Supply of Unsold Homes(1)	Single-Family Mortgage Originations and<br><br>Mortgage Debt Outstanding(2)
(Home sales units in thousands)	(Dollars in trillions)

Months’ supply of new single-family<br><br>unsold homes, as of year end	Fannie Mae’s percentage of total single-family mortgage<br><br>debt outstanding, as of period end
Months’ supply of existing single-family<br><br>unsold homes, as of year end	Single-family U.S. mortgage debt outstanding, as of period<br><br>end
Existing home sales	Single-family U.S. mortgage loan originations
New home sales

(1)Total existing home sales data according to National Association of REALTORS®. New single-family home sales data according to the U.S.

Census Bureau. Certain previously reported data has been updated to reflect revised historical data from one or both of these

organizations.

(2)2023 information is as of September 30, 2023 and is based on the Federal Reserve’s December 2023 mortgage debt outstanding release,

the latest date for which the Federal Reserve has estimated mortgage debt outstanding for single-family residences. Prior-period amounts

have been changed to reflect revised historical data from the Federal Reserve.

Additional Information

•The average 30-year fixed-rate mortgage rate was 6.61% as of December 28, 2023 compared with 6.42% as of

December 29, 2022, and averaged 6.81% in 2023, compared with 5.34% in 2022, according to Freddie Mac’s

Primary Mortgage Market Survey®.

•We forecast that total originations in the U.S. single-family mortgage market in 2024 will increase from 2023

levels by approximately 28%, from an estimated $1.50 trillion in 2023 to $1.92 trillion in 2024, and the amount

of refinance originations in the U.S. single-family mortgage market will increase from an estimated $253 billion

in 2023 to $459 billion in 2024. See “Key Market Economic Indicators” for additional discussion of how housing

activity can affect our financial results and the uncertainties that may affect our forecasts and expectations.

| MD&A | Single-Family Business | Single-Family Mortgage Market | | --- || Fannie Mae 2023 Form 10-K | 74 | | --- | --- |

Single-Family Mortgage-Related Securities Issuances Share

Our single-family Fannie Mae MBS issuances were $320 billion in 2023, compared with $628 billion in 2022 and $1.39

trillion in 2021. This decrease was driven by a significantly lower volume of refinance activity in 2023 due to higher

mortgage rates throughout most of 2023. Based on the latest data available, the charts below display our estimated

share of single-family mortgage-related securities issuances as compared with that of our primary competitors for the

issuance of single-family mortgage-related securities for the periods indicated.

Single-Family Mortgage-Related

Securities Issuances Share

Ginnie Mae	Private-label securities
Fannie Mae	Freddie Mac

We estimate our share of single-family mortgage-related securities issuances was 38% in 2021.

Single-Family Business Metrics

Select Business Metrics

Net interest income for our Single-Family business is driven by the guaranty fees we charge and the size of our single-

family conventional guaranty book of business. The guaranty fees we charge are based on the characteristics of the

loans we acquire. We may adjust our guaranty fees in light of market conditions and to achieve return targets. As a

result, the average charged guaranty fee on new acquisitions may fluctuate based on the credit quality and product mix

of loans acquired, as well as market conditions and other factors.

| MD&A | Single-Family Business | Single-Family Mortgage-Related Securities Issuances Share | | --- || Fannie Mae 2023 Form 10-K | 75 | | --- | --- |

The charts below display our average charged guaranty fees, net of TCCA fees, on our single-family conventional

guaranty book of business and on new single-family conventional loan acquisitions, along with our average single-family

conventional guaranty book of business and our single-family conventional loan acquisitions for the periods presented.

Select Single-Family Business Metrics(1)

(Dollars in billions)

Average charged guaranty fee on single-family<br><br>conventional guaranty book of business, net of TCCA<br><br>fees(2)	Average single-family conventional guaranty book<br><br>of business(3)
Average charged guaranty fee on new single-family<br><br>conventional acquisitions, net of TCCA fees(2)	Single-family conventional acquisitions

(1)For information reported in this “Single-Family Business” section, our single-family conventional guaranty book of business is measured

using the unpaid principal balance of our mortgage loans underlying Fannie Mae MBS outstanding. By contrast, the single-family

conventional guaranty book of business presented in the “Composition of Fannie Mae Guaranty Book of Business” table in the “Guaranty

Book of Business” section is based on the unpaid principal balance of the Fannie Mae MBS outstanding, rather than the unpaid principal

balance of the underlying mortgage loans. These amounts differ primarily as a result of payments we receive on underlying loans that have

not yet been paid to the MBS holders or instances where we have advanced missed borrower payments on mortgage loans to make

required distributions to related MBS holders. As measured for purposes of the information reported in this section, our single-family

conventional guaranty book of business was $3,636.7 billion as of December 31, 2023, $3,635.2 billion as of December 31, 2022 and

$3,483.1 billion as of December 31, 2021.

(2)Excludes the impact of a 10 basis point guaranty fee increase implemented pursuant to the TCCA, the incremental revenue from which is

paid to Treasury and not retained by us.

(3)Our single-family conventional guaranty book of business primarily consists of single-family conventional mortgage loans underlying

Fannie Mae MBS outstanding. It also includes single-family conventional mortgage loans of Fannie Mae held in our retained mortgage

portfolio, and other credit enhancements that we provide on single-family conventional mortgage assets. Our single-family conventional

guaranty book of business does not include: (a) mortgage loans guaranteed or insured, in whole or in part, by the U.S. government; (b)

Freddie Mac-acquired mortgage loans underlying Freddie Mac-issued UMBS that we have resecuritized; or (c) non-Fannie Mae single-

family mortgage-related securities held in our retained mortgage portfolio for which we do not provide a guaranty. Our average single-

family conventional guaranty book of business is based on quarter-end balances.

Our single-family conventional loan acquisition volumes remained near historically low levels in 2023. This was primarily

driven by historically low refinance volumes due to continued higher interest rates throughout most of 2023, as few

borrowers could benefit from refinancing. In addition, housing affordability constraints and limited supply continued to

put downward pressure on the volume of purchase loans we acquired.

Average charged guaranty fee on newly acquired conventional single-family loans is a metric management uses to

measure the price we earn as compensation for the credit risk we manage and to assess our return. Average charged

guaranty fee represents, on an annualized basis, the average of the base guaranty fees charged during the period for

our single-family conventional guaranty arrangements, which we receive monthly over the life of the loan, plus the

recognition of any upfront cash payments, including loan-level price adjustments, based on an estimated average life at

| MD&A | Single-Family Business | Single-Family Business Metrics | | --- || Fannie Mae 2023 Form 10-K | 76 | | --- | --- |

the time of acquisition. The calculation of single-family conventional charged guaranty fees at acquisition is sensitive to

changes in inputs used in the calculation, including assumptions about the weighted average life of the loan, therefore

changes in charged guaranty fees are not necessarily indicative of a change in pricing.

Our average charged guaranty fee on newly acquired conventional single-family loans, net of TCCA fees, increased in

2023 compared with 2022 and 2021, primarily as a result of higher base guaranty fees charged on new acquisitions.

Recent Price Changes

In January 2023, FHFA announced changes to our single-family pricing framework by introducing redesigned and

recalibrated upfront fee matrices for purchase, rate-term refinance, and cash-out refinance loans, in addition to a new

upfront fee for certain borrowers with debt-to-income ratios above 40%. These price changes took effect on May 1,

2023, with the exception of the new upfront fee for certain borrowers with debt-to-income ratios above 40%. FHFA

rescinded the upfront fee for certain borrowers with debt-to-income ratios above 40% prior to it going into effect.

Along with the support of FHFA, we will continue to review our pricing to ensure we operate in a safe and sound

manner, and we are positioned to fulfill our mission of providing stability and liquidity to the mortgage market. Changes

in our pricing can significantly affect our loan acquisition volumes, the credit risk profile of our acquisitions, our

competitive position, and the type and mix of loans we acquire.

Single-Family Business Financial Results

This section provides a discussion of the primary components of net income for our Single-Family Business. This

information complements the discussion of financial results in “Consolidated Results of Operations.”

Single-Family Business Financial Results(1)
	For the Year Ended December 31,
	2023	2022	2021
	(Dollars in millions)
Net interest income(2)	$24,229	$24,736	25,429	(507)	$(693)
Fee and other income	205	224	269	(19)	(45)
Net revenues	24,434	24,960	25,698	(526)	(738)
Investment gains (losses), net	(41)	(223)	1,392	182	(1,615)
Fair value gains, net	1,231	1,364	167	(133)	1,197
Administrative expenses	(2,993)	(2,789)	(2,557)	(204)	(232)
Benefit (provision) for credit losses	2,165	(5,029)	4,600	7,194	(9,629)
TCCA fees(2)	(3,431)	(3,369)	(3,071)	(62)	(298)
Credit enhancement expense	(1,281)	(1,062)	(812)	(219)	(250)
Change in expected credit enhancement recoveries(3)	(310)	470	(86)	(780)	556
Other expenses, net(4)	(984)	(778)	(1,208)	(206)	430
Income before federal income taxes	18,790	13,544	24,123	5,246	(10,579)
Provision for federal income taxes	(3,935)	(2,774)	(4,996)	(1,161)	2,222
Net income	$14,855	$10,770	19,127	4,085	$(8,357)

All values are in US Dollars.

(1)See “Note 11, Segment Reporting” for information about our segment allocation methodology.

(2)Reflects the impact of a 10 basis point guaranty fee increase implemented pursuant to the TCCA, the incremental revenue from which is

paid to Treasury. The resulting revenue is included in “Net interest income” and the expense is recognized as “TCCA fees.”

(3)Includes estimated changes in benefits, as well as any realized amounts, from our single-family freestanding credit enhancements, which

primarily relate to our CAS and CIRT programs.

(4)Consists of debt extinguishment gains and losses, expenses associated with legal claims, foreclosed property income (expense), gains

and losses from partnership investments, housing trust fund expenses, loan subservicing costs, and servicer fees paid in connection with

certain loss mitigation activities.

| MD&A | Single-Family Business | Single-Family Business Metrics | | --- || Fannie Mae 2023 Form 10-K | 77 | | --- | --- |

Net interest income

Single-family net interest income decreased slightly in<br><br>2023 compared with 2022, primarily as a result of lower<br><br>deferred guaranty fee income and higher expense from<br><br>hedge accounting largely offset by higher income from<br><br>portfolios.

_____________________________________________________________________________

Fair value gains, net

Fair value gains, net were primarily driven by gains on<br><br>trading securities. U.S. Treasury yields decreased in the<br><br>fourth quarter of 2023, which resulted in a net gain on our<br><br>fixed-rate securities held in our corporate liquidity portfolio.

Fair value gains, net in 2022 were primarily driven by the<br><br>impact of rising interest rates and widening of the<br><br>secondary spread, which led to price declines. As a result<br><br>of the price declines, we recognized gains on our<br><br>commitments to sell mortgage-related securities and long-<br><br>term debt of consolidated trusts held at fair value. These<br><br>gains were partially offset by fair value losses on fixed-rate<br><br>trading securities.

_____________________________________________________________________________

Benefit (provision) for credit losses

Benefit for credit losses in 2023 was primarily driven by a<br><br>benefit from actual and forecasted home price growth,<br><br>partially offset by a provision driven by the overall credit<br><br>risk profile of our newly acquired loans and a provision<br><br>relating to the redesignation of loans from HFI to HFS.
Provision for credit losses in 2022 was primarily driven by<br><br>decreases in forecasted home prices, the overall credit<br><br>risk profile of our newly acquired loans, and rising interest<br><br>rates.

_____________________________________________________________________________

| MD&A | Single-Family Business | Single-Family Business Financial Results | | --- || Fannie Mae 2023 Form 10-K | 78 | | --- | --- |

Single-Family Mortgage Credit Risk Management

Our strategy for managing single-family mortgage credit risk consists of four primary components, which we discuss in

greater detail in the sections below:

•our acquisition and servicing policies along with our underwriting and servicing standards;

•guaranty book diversification and monitoring;

•the transfer of credit risk through risk transfer transactions and the use of credit enhancements; and

•management of problem loans.

We typically obtain our single-family credit information from the lenders or servicers of the mortgage loans in our

guaranty book of business and receive representations and warranties from them as to the accuracy of the information.

While we perform various quality assurance checks by sampling loans to assess compliance with our underwriting and

eligibility criteria, we do not independently verify all reported information and we rely on lender representations and

warranties regarding the accuracy of the characteristics of loans in our guaranty book of business. See “Risk Factors”

for a discussion of the risk that we could experience mortgage fraud as a result of this reliance on lender

representations and warranties.

Single-Family Acquisition and Servicing Policies and Underwriting and Servicing

Standards

Overview

Our Single-Family business is responsible for setting underwriting and servicing standards and pricing, and managing

credit risk relating to our single-family guaranty book of business.

Underwriting and Servicing Standards

The Fannie Mae Single-Family Selling Guide (“Selling Guide”) sets forth our underwriting and eligibility guidelines, as

well as our policies and procedures related to selling single-family mortgages to us. Our Servicing Guide sets forth our

policies for servicing the loans in our single-family guaranty book.

Desktop Underwriter

Our proprietary automated underwriting system, Desktop Underwriter® (“DU®”), is used by mortgage lenders to evaluate

the substantial majority of our single-family loan acquisitions. DU measures credit risk by assessing the primary and

contributory risk factors of a mortgage and provides a comprehensive risk assessment of a borrower’s loan application

and eligibility of the loan for sale to us. Risk factors evaluated by DU include the key loan attributes described under

“Single-Family Guaranty Book Diversification and Monitoring” below. DU applies our own assessment of the borrower’s

credit data, including using trended credit data when available. DU analyzes the results of this risk and eligibility

evaluation to arrive at the underwriting recommendation for the loan case file. As part of our comprehensive risk

management approach, we periodically update DU to reflect changes to our underwriting and eligibility guidelines. As

part of normal business operations, we regularly review DU to determine whether its risk analysis and eligibility

assessment are appropriate based on the current market environment and loan performance information. We also

regularly review DU’s underlying risk assessment models and recalibrate these models to improve DU’s ability to

effectively analyze risk and avoid excessive risk layering. Factors we take into account in these evaluations include the

profile of loans delivered to us, loan performance and current market conditions.

Consistent with this risk management approach, in November 2023, we implemented updates to DU to expand access

to credit and provide support for affordable rental housing. We updated the maximum allowable LTV ratios for two- to

four-unit, principal residence purchase and limited cash-out refinance loans to 95%. This update does not apply to high-

balance mortgage loans and loans that are manually underwritten. We will continue to closely monitor loan acquisitions

and market conditions and, as appropriate, make changes to DU, including its eligibility criteria, to ensure that the loans

we acquire are consistent with our risk appetite and mission.

Other Underwriting Standards

DU was used to evaluate over 90% of the single-family loans we acquired in 2023. However, we also purchase and

securitize mortgage loans that have been underwritten using other automated underwriting systems, as well as

manually underwritten mortgage loans that meet our stated underwriting requirements or meet agreed-upon standards

that differ from our standard underwriting and eligibility criteria. The majority of loans we acquired in 2023 that were not

underwritten with DU were underwritten through a third-party automated underwriting system, such as Freddie Mac’s

Loan Product Advisor®.

| MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 79 | | --- | --- |

Servicing Policies

Our servicing policies establish the requirements our servicers must follow in:

•processing and remitting loan payments;

•working with delinquent borrowers on loss mitigation activities;

•managing and protecting Fannie Mae’s interest in the pledged property; and

•processing bankruptcies and foreclosures.

Our goal is to ensure that our policies support credit risk management over the life of the mortgage loan by enabling

early delinquency outreach by servicers, promoting loss mitigation in the event of default and providing for the

preservation and protection of the collateral supporting the mortgage loan. See “Single-Family Primary Business

Activities—Single-Family Mortgage Servicing” above for more information on the servicing of our single-family mortgage

loans.

New Credit Score Models and Expected Change to Credit Report Requirement

Fannie Mae uses credit scores to establish a minimum credit threshold for mortgage lending, provide a foundation for

risk-based pricing, and support disclosures to investors. We currently use the “classic FICO® Score” from Fair Isaac

Corporation as our credit score model, which FHFA has approved.

In October 2022, FHFA announced the validation and approval of two new credit score models for use by Fannie Mae

and Freddie Mac: the FICO® Score 10 T credit score model and the VantageScore® 4.0 credit score model. FHFA’s

announcement stated that they expect implementation of these new credit score models will be a multiyear effort. Once

implemented, lenders will be required to deliver both FICO Score 10 T and VantageScore 4.0 credit scores with each

loan sold to us when available, replacing the classic FICO Score model. The new models are expected to improve both

the accuracy and inclusivity of borrower credit scores, including by capturing new payment histories for borrowers when

available, such as rent, utilities and telecom payments.

FHFA also announced in October 2022 that Fannie Mae and Freddie Mac will work toward changing the requirement

that lenders provide credit reports from all three nationwide consumer reporting agencies. Instead, we will require

lenders to provide credit reports from any two of the three nationwide consumer reporting agencies. FHFA expects this

change will reduce costs and encourage innovation, without introducing additional risk to Fannie Mae and Freddie Mac.

Following its announcement, FHFA has been hosting a series of stakeholder forums on the upcoming changes.

Quality Control Process

Our quality control process includes using automated tools to help us determine whether a loan meets our underwriting

and eligibility guidelines, performing in-depth reviews, and selecting random samples of performing loans for quality

control review shortly after delivery.

Repurchase Requests and Representation and Warranty Framework

If we determine that a mortgage loan did not meet our Selling Guide requirements, then our mortgage sellers and/or

servicers are obligated to repurchase the loan, reimburse us for our losses or provide other remedies, unless the loan is

eligible for relief under our representation and warranty framework. We refer to our demands that mortgage sellers and

servicers meet these obligations as repurchase requests.

Under our representation and warranty framework, lenders can obtain relief from repurchase liability for violations of

certain underwriting representations and warranties. Loans with 36 months of consecutive monthly payments and

minimal delinquencies over a specified time period or with satisfactory conclusion of a full-file quality control review are

eligible for relief. However, no relief may be granted for violations of “life of loan” representations and warranties, such

as those relating to whether a loan was originated in compliance with applicable laws or conforms to our charter

requirements. As of December 31, 2023, 48% of the outstanding loans in our single-family conventional guaranty book

of business that were acquired and are subject to this framework have obtained relief based solely on payment history

or the satisfactory conclusion of a full-file quality control review, and an additional 49% remain eligible for relief in the

future.

In addition, lenders may obtain relief from liability for violations of a more narrow set of representations and warranties

through the use of specified underwriting tools. This primarily includes relief for:

•borrower income, asset and employment data that has been validated through DU; and

•appraised property value for appraisals that have received a qualifying risk score in Collateral Underwriter®, our

appraisal review tool.

| MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 80 | | --- | --- |

The table below shows information about issued and outstanding repurchase requests on single-family loans.

Issued and Outstanding Repurchase Requests
	2023	2022
	(Dollars in billions)
Total loans delivered for the applicable twelve-month period(1)	$380.8	$1,048.8
Repurchase requests issued as of year end on loans delivered during the applicable<br><br>twelve-month period(2)	0.51%	0.32%
	As of December 31,
	2023	2022
	(Dollars in millions)
Outstanding Repurchase Requests:
Unpaid principal balance of outstanding repurchase requests(3)	$437	$783
As a percentage of our single-family conventional guaranty book of business	0.01%	0.02%
Percentage of outstanding repurchase requests over 180 days outstanding	3%	5%

(1)The applicable twelve-month period for 2023 is June 1, 2022 through May 31, 2023 and for 2022 is June 1, 2021 through May 31, 2022.

For 2023, this represents the most recent twelve-month period as of December 31, 2023 for which we have issued substantially all

repurchase demands. The 2022 period is presented on the same basis for comparability with the 2023 period.

(2)Represents repurchase requests issued as of December 31, 2023 and 2022, on loans delivered to us during the applicable twelve-month

periods referenced in the prior footnote.

(3)The dollar amounts of our outstanding repurchase requests are based on the unpaid principal balance of the loans underlying the

repurchase request, which often differs from the amount collected or reimbursed from mortgage sellers and/or servicers depending on the

type of remedy agreed upon.

Single-Family Guaranty Book Diversification and Monitoring

Overview

The composition of our single-family conventional guaranty book of business is diversified by product type, loan

characteristics and geography, all of which influence credit quality and performance and may reduce our credit risk. We

monitor various loan attributes, in conjunction with housing market and economic conditions, to determine if our pricing,

eligibility and underwriting criteria are appropriately calibrated to ensure the risk associated with loans we acquire fits

within our corporate risk appetite and meets our other mission and return objectives. In some cases, we may decide to

significantly reduce our participation in riskier loan product categories. We also review the payment performance of

loans in order to help identify potential problem loans early in the delinquency cycle and to guide the development of our

loss mitigation strategies.

The profile of our single-family conventional guaranty book of business includes the following key risk characteristics:

•LTV ratio. LTV ratio is a strong predictor of credit performance. The likelihood of default and the severity of a

loss in the event of default are typically lower as LTV ratio decreases. This also applies to estimated mark-to-

market LTV ratios, particularly those over 100%, as this indicates that the borrower’s mortgage balance

exceeds the property value.

•Product type. Certain loan product types have features that may result in increased risk. Generally,

intermediate-term, fixed-rate mortgages exhibit the lowest default rates, followed by long-term, fixed-rate

mortgages. Historically, adjustable-rate mortgages (“ARMs”), including negative-amortizing and interest-only

loans, and balloon/reset mortgages have exhibited higher default rates than fixed-rate mortgages, partly

because the borrower’s payments rose, within limits, as interest rates changed.

•Number of units. Mortgages on one-unit properties tend to have lower credit risk than mortgages on two-, three-

or four-unit properties.

•Property type. Certain property types have a higher risk of default. For example, condominiums tend to have

higher credit risk than single-family detached properties.

•Occupancy type. Mortgages on properties occupied by the borrower as a primary or secondary residence tend

to have lower credit risk than mortgages on investment properties.

| MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 81 | | --- | --- |

•Credit score. Credit score is a measure often used by the financial services industry, including us, to assess

borrower credit quality and the likelihood that a borrower will repay future obligations as expected. A higher

credit score typically indicates lower credit risk.

•DTI ratio. DTI ratio refers to the ratio of a borrower’s outstanding debt obligations (including both mortgage debt

and certain other long-term and significant short-term debts) to that borrower’s reported or calculated monthly

income, to the extent the income is used to qualify for the mortgage. As a borrower’s DTI ratio increases, the

associated risk of default on the loan generally increases, especially if other higher-risk factors are present.

From time to time, we revise our guidelines for determining a borrower’s DTI ratio. The amount of income

reported by a borrower and used to qualify for a mortgage may not represent the borrower’s total income;

therefore, the DTI ratios we report may be higher than borrowers’ actual DTI ratios.

•Loan purpose. Loan purpose refers to how the borrower intends to use the funds from a mortgage loan—either

for a home purchase or refinancing of an existing mortgage. Cash-out refinancings have a higher risk of default

than either mortgage loans used for the purchase of a property or other refinancings that restrict the amount of

cash returned to the borrower.

•Geographic concentration. Local economic conditions affect borrowers’ ability to repay loans and the value of

collateral underlying loans. Geographic diversification reduces mortgage credit risk.

•Loan age. We monitor year of origination and loan age, which is defined as the number of years since

origination. The risk of default on mortgage loans typically does not peak until the third through fifth year

following origination; however, this range can vary based on many factors, including changes in

macroeconomic conditions and foreclosure timelines.

| MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 82 | | --- | --- |

The following table displays our single-family conventional business volumes and our single-family conventional

guaranty book of business, based on certain key risk characteristics that we use to evaluate the risk profile and credit

quality of our single-family loans.

We provide additional information on the credit characteristics of our single-family loans in quarterly financial

supplements, which we furnish to the SEC with current reports on Form 8-K and make available on our website.

Information in our quarterly financial supplements is not incorporated by reference into this report.

Key Risk Characteristics of Single-Family Conventional Business Volume and Guaranty Book<br><br>of Business(1)
	Percent of Single-Family Conventional Business Volume at Acquisition(2)For the Year Ended December 31,			Percent of Single-Family Conventional Guaranty Book of Business(3)As of December 31,
	2023	2022	2021	2023	2022	2021
Original LTV ratio:(4)
<= 60%	16	22	32	25	26	27
60.01% to 70%	10	13	16	14	15	15
70.01% to 80%	34	33	31	33	33	33
80.01% to 90%	16	12	9	11	10	10
90.01% to 95%	18	15	9	12	11	10
95.01% to 100%	6	5	3	4	4	4
Greater than 100%	—	—	*	1	1	1
Total	100	100	100	100	100	100
Weighted average	78	75	69	73	72	72
Average loan amount	321,205	301,887	281,530	207,883	206,049	198,865
Loan count (in thousands)	984	2,037	4,812	17,494	17,643	17,515
Estimated mark-to-market LTV<br><br>ratio:(5)
<= 60%				68	66	61
60.01% to 70%				14	16	19
70.01% to 80%				10	10	13
80.01% to 90%				5	5	5
90.01% to 100%				3	3	2
Greater than 100%				*	*	*
Total				100	100	100
Weighted average				51	52	54
FICO credit score at origination:(6)
< 620	*	*	*	*	1	1
620 to < 660	3	4	3	4	4	4
660 to < 680	3	4	3	4	4	3
680 to < 700	5	8	6	6	6	7
700 to < 740	20	22	19	20	19	19
>= 740	69	62	69	66	66	66
Total	100	100	100	100	100	100
Weighted average	755	747	756	753	752	753
DTI ratio at origination:(7)
<= 43%	64	68	77	75	75	77
43.01% to 45%	10	10	8	9	9	9
Greater than 45%	26	22	15	16	16	14
Total	100	100	100	100	100	100
Weighted average	38	37	34	35	35	34

All values are in US Dollars.

| MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 83 | | --- | --- | | | Percent of Single-Family Conventional<br><br>Business Volume at Acquisition(2)<br><br>For the Year Ended December 31, | | | | | | Percent of Single-Family Conventional<br><br>Guaranty Book of Business(3)<br><br>As of December 31, | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 2023 | | 2022 | | 2021 | | 2023 | | 2022 | | 2021 | | | Product type: | | | | | | | | | | | | | | Fixed-rate:(8) | | | | | | | | | | | | | | Long-term | 96 | % | 90 | % | 83 | % | 87 | % | 86 | % | 84 | % | | Intermediate-term | 3 | | 9 | | 16 | | 12 | | 13 | | 15 | | | Total fixed-rate | 99 | | 99 | | 99 | | 99 | | 99 | | 99 | | | Adjustable-rate | 1 | | 1 | | 1 | | 1 | | 1 | | 1 | | | Total | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | | Number of property units: | | | | | | | | | | | | | | 1 unit | 98 | % | 98 | % | 98 | % | 98 | % | 98 | % | 97 | % | | 2-4 units | 2 | | 2 | | 2 | | 2 | | 2 | | 3 | | | Total | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | | Property type: | | | | | | | | | | | | | | Single-family homes | 91 | % | 91 | % | 91 | % | 91 | % | 91 | % | 91 | % | | Condo/Co-op | 9 | | 9 | | 9 | | 9 | | 9 | | 9 | | | Total | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | | Occupancy type: | | | | | | | | | | | | | | Primary residence | 92 | % | 91 | % | 92 | % | 91 | % | 91 | % | 90 | % | | Second/vacation home | 2 | | 3 | | 3 | | 3 | | 3 | | 4 | | | Investor | 6 | | 6 | | 5 | | 6 | | 6 | | 6 | | | Total | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | | Loan purpose: | | | | | | | | | | | | | | Purchase | 86 | % | 62 | % | 33 | % | 45 | % | 40 | % | 36 | % | | Cash-out refinance | 10 | | 25 | | 24 | | 20 | | 22 | | 21 | | | Other refinance | 4 | | 13 | | 43 | | 35 | | 38 | | 43 | | | Total | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | | Geographic concentration:(9) | | | | | | | | | | | | | | Midwest | 14 | % | 13 | % | 13 | % | 14 | % | 14 | % | 14 | % | | Northeast | 13 | | 13 | | 14 | | 16 | | 16 | | 16 | | | Southeast | 28 | | 26 | | 22 | | 23 | | 23 | | 23 | | | Southwest | 24 | | 23 | | 19 | | 19 | | 19 | | 18 | | | West | 21 | | 25 | | 32 | | 28 | | 28 | | 29 | | | Total | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % | | Origination year: | | | | | | | | | | | | | | 2017 and prior | | | | | | | 19 | % | 22 | % | 27 | % | | 2018 | | | | | | | 2 | | 2 | | 3 | | | 2019 | | | | | | | 4 | | 5 | | 6 | | | 2020 | | | | | | | 24 | | 25 | | 30 | | | 2021 | | | | | | | 30 | | 32 | | 34 | | | 2022 | | | | | | | 13 | | 14 | | — | | | 2023 | | | | | | | 8 | | — | | — | | | Total | | | | | | | 100 | % | 100 | % | 100 | % |

*Represents less than 0.5% of single-family conventional business volume or guaranty book of business.

(1)Second-lien mortgage loans held by third parties are not reflected in the original LTV or the estimated mark-to-market LTV ratios in this

table.

(2)Calculated based on the unpaid principal balance of single-family loans for each category at time of acquisition.

(3)Calculated based on the aggregate unpaid principal balance of single-family loans for each category divided by the aggregate unpaid

principal balance of loans in our single-family conventional guaranty book of business as of the end of each period.

(4)The original LTV ratio generally is based on the original unpaid principal balance of the loan divided by the appraised property value

reported to us at the time of acquisition of the loan. Excludes loans for which this information is not readily available.

| MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 84 | | --- | --- |

(5)The aggregate estimated mark-to-market LTV ratio is based on the unpaid principal balance of the loan as of the end of each reported

period divided by the estimated current value of the property, which we calculate using an internal valuation model that estimates periodic

changes in home value. Excludes loans for which this information is not readily available.

(6)Loans with unavailable FICO credit scores represent less than 0.5% of single-family conventional business volume or guaranty book of

business, and therefore are not presented separately in this table.

(7)Excludes loans for which this information is not readily available.

(8)Long-term fixed-rate consists of mortgage loans with maturities greater than 15 years, while intermediate-term fixed-rate loans have

maturities equal to or less than 15 years.

(9)Midwest consists of IL, IN, IA, MI, MN, NE, ND, OH, SD and WI. Northeast consists of CT, DE, ME, MA, NH, NJ, NY, PA, PR, RI, VT and

VI. Southeast consists of AL, DC, FL, GA, KY, MD, MS, NC, SC, TN, VA and WV. Southwest consists of AZ, AR, CO, KS, LA, MO, NM, OK,

TX and UT. West consists of AK, CA, GU, HI, ID, MT, NV, OR, WA and WY.

Characteristics of our New Single-Family Loan Acquisitions

Refinancing activity was lower in 2023 compared to 2022 as we were in a higher interest-rate environment throughout

most of 2023, resulting in fewer borrowers who could benefit from refinancing. Accordingly, the share of our single-

family loan acquisitions consisting of refinance loans (versus home purchase loans) decreased to 14% in 2023

compared with 38% in 2022. Typically, home purchase loans have higher LTV ratios than refinance loans. This trend

contributed to an increase in the percentage of our single-family loan acquisitions with LTV ratios over 80%, from 32% in

2022 to 40% in 2023. In addition, our acquisitions of loans from first-time home buyers increased from 29% of our

single-family loan acquisitions in 2022 to 41% in 2023.

Our share of acquisitions of loans with DTI ratios above 45% increased to 26% in 2023 compared with 22% in 2022.

This increase was driven by the higher share of home purchase acquisitions, which tend to have higher DTI ratios than

refinance loan acquisitions. It also reflects the impact of higher interest rates and inflation on borrowers’ monthly

obligations.

The credit profile of our future acquisitions will depend on many factors, including:

•our future guaranty fee pricing and our competitors’ pricing, and any impact of that pricing on the volume and

mix of loans we acquire;

•our internal risk limits;

•our future eligibility standards and those of mortgage insurers, FHA and VA;

•the percentage of loan originations representing refinancings;

•changes in interest rates;

•our future objectives and activities in support of those objectives, including actions we may take to reach

additional underserved creditworthy borrowers;

•government and regulatory policy;

•market and competitive conditions; and

•our capital requirements.

We expect the ultimate performance of our loans will be affected by borrower behavior, public policy and

macroeconomic trends, including unemployment, the economy and home prices.

High-Balance Loans

The standard conforming loan limit for a one-unit property was $647,200 for 2022, $726,200 for 2023 and increased to

$766,550 for 2024. As we discuss in “Business—Legislation and Regulation—Our Charter,” we are permitted to acquire

loans with higher balances in certain areas, which we refer to as high-balance loans.

The following table displays the amount of high-balance loans in our single-family conventional guaranty book of

business.

Single-Family High-Balance Loans
	As of December 31,
	2023	2022
Unpaid principal balance (in billions)	233.3	237.3
Percentage of single-family conventional guaranty book of business	6	7

All values are in US Dollars.

| MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 85 | | --- | --- |

Adjustable-Rate Mortgages

ARMs are mortgage loans with an interest rate that adjusts periodically over the life of the mortgage based on changes

in a specified index. The table below displays the unpaid principal balance for ARMs in our single-family conventional

guaranty book of business by the year of their next scheduled contractual reset date. The contractual reset is either an

adjustment to the loan’s interest rate or a scheduled change to the loan’s monthly payment to begin to reflect the

payment of principal. The timing of the actual reset dates may differ from those presented due to a number of factors,

including refinancing or exercising of other provisions within the terms of the mortgage.

Single-Family Adjustable-Rate Mortgages(1)
	Reset Year
	2024	2025	2026	2027	2028	Thereafter	Total
	(Dollars in millions)
ARMs(2)	$11,675	$839	$1,447	$2,621	$3,477	$9,532	$29,591

(1)Excludes loans for which there is not an additional reset for the remaining life of the loan.

(2)Includes $2.8 billion of interest-only and negative-amortizing loans. We have not acquired interest-only loans since 2014, and we have not

acquired negative-amortizing loans since 2007.

Single-Family Credit Enhancement and Transfer of Mortgage Credit Risk

One of the key components of our credit risk management strategy is the transfer of mortgage credit risk to third parties.

The table below displays information about the loans in our single-family conventional guaranty book of business

covered by one or more forms of credit enhancement, including mortgage insurance or a credit risk transfer transaction.

Our approved monoline mortgage insurers’ financial ability and willingness to pay claims is an important determinant of

our overall credit risk exposure. For a discussion of our exposure to and management of the counterparty credit risk

associated with the providers of these credit enhancements, see “Risk Management—Institutional Counterparty Credit

Risk Management” and “Note 14, Concentrations of Credit Risk.”

Single-Family Loans with Credit Enhancement
	As of December 31,
	2023			2022
		Unpaid<br><br>Principal<br><br>Balance	Percentage of<br><br>Single-Family<br><br>Conventional<br><br>Guaranty Book<br><br>of Business	Unpaid<br><br>Principal<br><br>Balance	Percentage of<br><br>Single-Family<br><br>Conventional<br><br>Guaranty Book<br><br>of Business
	(Dollars in billions)
Primary mortgage insurance and other		$763	21%	$754	21%
Connecticut Avenue Securities		843	24	726	20
Credit Insurance Risk Transfer		399	11	323	9
Lender risk-sharing		52	1	57	2
Less: Loans covered by multiple credit enhancements		(411)	(12)	(351)	(10)
Total single-family loans with credit enhancement		$1,646	45%	$1,509	42%

Mortgage Insurance

Our charter generally requires credit enhancement on any single-family conventional mortgage loan that we purchase or

securitize if it has an LTV ratio over 80% at the time of acquisition. We generally achieve this through primary mortgage

insurance. Primary mortgage insurance transfers varying portions of the credit risk associated with a mortgage loan to a

third-party insurer. For us to receive a payment in settlement of a claim under a primary mortgage insurance policy, the

insured loan must be in default and the borrower’s interest in the property securing the loan must have been

extinguished, generally in a foreclosure action, short sale or a deed-in-lieu of foreclosure. Claims are generally paid

three to six months after title to the property has been transferred. For a discussion of our policies that govern mortgage

insurers’ claim-paying obligations to us, see “Risk Management—Institutional Counterparty Credit Risk Management.”

Credit Risk Transfer Transactions

Our Single-Family business has developed other risk-sharing capabilities to transfer portions of our single-family

mortgage credit risk to the private market. Our credit risk transfer transactions are designed to transfer a portion of the

losses we expect would be incurred in an economic downturn or a stressed credit environment. Generally, loss

reimbursement payments are received after the underlying property has been liquidated and all applicable proceeds,

| MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 86 | | --- | --- |

including private mortgage insurance benefits, have been applied to reduce the loss. We continually evaluate our credit

risk transfer transactions which, in addition to managing our credit risk, also affect our returns on capital.

In 2023, we transferred a portion of the mortgage credit risk on single-family mortgage loans with an unpaid principal

balance of $308.0 billion at the time of the transactions. When engaging in these transactions, we consider their cost,

the resulting capital relief, and the overall credit risk transfer capacity of the market. The cost of our credit risk transfer

transactions is impacted by macroeconomic and housing market sentiment, as well as the demand and capacity of the

investors and reinsurers that support these transactions. Capacity considers both the total aggregate amount of

outstanding coverage as well as the volume of new issuances available in the market. In response to all these factors,

we may choose to adjust the amount of first loss retained by Fannie Mae as a way to manage costs or market capacity

when structuring our credit risk transfer transactions.

| MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 87 | | --- | --- |

Principal Categories of Our Single-Family Credit Risk Transfer Transactions

	Transaction Description	Other Key Characteristics
CAS<br><br>REMIC®	•We transfer to investors a portion of the mortgage<br><br>credit risk associated with losses on a reference<br><br>pool of mortgage loans.<br><br>•We create a reference pool consisting of recently<br><br>acquired single-family mortgage loans included in<br><br>our guaranty book of business and create a<br><br>hypothetical securitization structure with notional<br><br>credit risk positions, or tranches (that is, first loss,<br><br>mezzanine and senior). See the table below for<br><br>additional information about the risk positions we<br><br>retain.<br><br>•  We recognize the cost of credit protection in<br><br>“Credit enhancement expense” in our<br><br>consolidated statements of operations and<br><br>comprehensive income.<br><br>•  We recognize the expected benefits from the<br><br>credit protection in “Change in expected credit<br><br>enhancement recoveries” in our consolidated<br><br>statements of operations and comprehensive<br><br>income.<br><br>•  CAS REMIC transactions align the timing of our<br><br>recognition of credit losses with the related<br><br>recovery from the CRT transaction. We record the<br><br>expected benefit and the loss in the same period.	•The principal balance of the CAS REMIC decreases<br><br>as a result of credit losses on loans in the related<br><br>reference pool. These write downs of the principal<br><br>balance reduce the total amount of payments that the<br><br>CAS trust is obligated to make to investors.<br><br>•Credit losses on the loans in the reference pool for a<br><br>CAS transaction are first applied to the first loss<br><br>tranche. If credit losses on these loans exceed the<br><br>outstanding principal balance of the first loss tranche,<br><br>losses are then applied to reduce the outstanding<br><br>principal balance of the mezzanine loss tranche.<br><br>•Transactions beginning with our October 2021<br><br>issuances were issued with a 20-year final maturity<br><br>date and an optional early redemption of 5 years, or<br><br>the date at which the outstanding balance of the<br><br>underlying reference loans is less than or equal to<br><br>10% of the original balance.<br><br>•  After maturity or early redemption, if exercised, the<br><br>CAS REMIC provides no further credit protection with<br><br>respect to the reference loans that were previously<br><br>underlying that CAS transaction.<br><br>•Presents minimal counterparty risk as the CAS trust<br><br>receives the proceeds that will reimburse us for certain<br><br>credit events on the related loans upon the issuance<br><br>of the CAS REMIC.
CIRT	•  Insurance transactions whereby we obtain actual<br><br>loss coverage on pools of loans either directly<br><br>from an insurance provider that retains the risk, or<br><br>from an insurance provider that simultaneously<br><br>cedes all of its risk to one or more reinsurers.<br><br>•  In CIRT deals, we generally retain an initial<br><br>portion of losses on the loans in the pool (for<br><br>example, the first 0.75% of the initial pool unpaid<br><br>principal balance). Reinsurers cover losses above<br><br>this retention amount up to a detachment point<br><br>(for example, the next 4.0% of the initial pool<br><br>unpaid principal balance). We retain all losses<br><br>above this detachment point.<br><br>•  We make premium payments on CIRT deals that<br><br>we recognize in “Credit enhancement expense” in<br><br>our consolidated statements of operations and<br><br>comprehensive income.	•  The insurance layer typically provides coverage for<br><br>losses on the pool that are likely to occur only in a<br><br>stressed economic environment.<br><br>•  Insurance benefits are received after the underlying<br><br>property has been liquidated and all applicable<br><br>proceeds, including private mortgage insurance<br><br>benefits, have been applied to the loss.<br><br>•  A portion of the insurers’ or reinsurers’ obligations is<br><br>collateralized with highly-rated liquid assets held in a<br><br>trust account initially determined according to the<br><br>ratings of such insurer or reinsurer. Contractual<br><br>provisions require additional collateral to be posted in<br><br>the event of adverse developments with the<br><br>counterparty, such as a ratings downgrade.<br><br>•  To date, CIRT transactions generally have been<br><br>structured with 10 or 12-1/2 year terms, and covered<br><br>loans that are delinquent as of the final scheduled<br><br>month continue to be covered until and unless they<br><br>eventually cure. The transaction term may vary based<br><br>upon market execution and the capital benefit of the<br><br>term under the enterprise regulatory capital<br><br>framework.
CAS Debt	CAS debt transactions are similar to CAS REMIC<br><br>transactions, with some key differences:<br><br>•  CAS debt is recognized as “debt of Fannie Mae”<br><br>in our consolidated balance sheets. CAS debt<br><br>issued to investors beginning January 2016<br><br>through October 2018 is recognized at amortized<br><br>cost. CAS debt we issued prior to 2016 is<br><br>recognized at fair value.<br><br>•We stopped issuing this form of CAS in October<br><br>2018.	•  Generally issued with a stated final maturity date of<br><br>either 10 or 12.5 years from issuance.<br><br>•  Significant lag exists between the time when we<br><br>recognize a provision for credit losses and when we<br><br>recognize the related recovery from the CAS debt<br><br>transaction.
MD&A	Single-Family Business	Single-Family Mortgage Credit Risk Management
---		Fannie Mae 2023 Form 10-K	88
---	---

The table below displays the aggregate mortgage credit risk transferred to third parties and retained by Fannie Mae

pursuant to our single-family credit risk transfer transactions. The table does not include the credit risk transferred on

single-family transactions that were cancelled or terminated as of December 31, 2023. The table below also excludes

coverage obtained through primary mortgage insurance.

Outstanding as of December 31, 2023
(Dollars in billions)
				Outstanding<br><br>Reference<br><br>Pool(5)(7)
	1,238
	Mezzanine	CAS(2)	Lender Risk-Sharing(2)(4)
		12	4
	First Loss	CAS(2)(6)	Lender Risk-Sharing(2)(4)
		10	2

All values are in US Dollars.

(1)Credit risk retained by Fannie Mae in CAS, CIRT and lender risk-sharing transactions. Also includes credit risk retained in CAS Credit

Linked-Note transactions, which are similar to CAS REMICs except they allow us to allow us to obtain credit protection on reference pools

containing seasoned loans such as Refi PlusTM loans. Tranche sizes vary across programs.

(2)Credit risk transferred to third parties. Tranche sizes vary across programs.

(3)Includes mortgage pool insurance transactions covering loans with an aggregate unpaid principal balance of $248 million outstanding as of

December 31, 2023.

(4)Represents customized lender-risk sharing transactions. In most transactions, lenders invest directly in a portion of the credit risk on

mortgage loans they originate and/or service.

(5)For CIRT and some lender risk-sharing transactions, “Reference Pool” reflects a pool of covered loans.

(6)For CAS transactions, “First Loss” represents all B tranche balances. In recent deals we have retained certain subordinated class B

tranche(s) that absorb losses before the remaining class B tranches.

(7)For CAS and some lender risk-sharing transactions, represents outstanding reference pools, not the outstanding unpaid principal balance

of the underlying loans. The outstanding unpaid principal balance for all loans covered by credit risk transfer programs, including all loans

on which risk has been transferred in lender risk-sharing transactions, was $1,294 billion as of December 31, 2023.

We have designed our credit risk transfer transactions so that the principal payment and loss performance of the

transactions correspond to the performance of the loans in the underlying reference pools. Losses are applied in

reverse sequential order starting with the first loss tranche. Principal repayments may be allocated to reduce the

mezzanine amounts outstanding; however, these payments may be subject to certain lock-out periods and performance

triggers in order to build additional credit protection for the senior tranches retained by us. For CAS transactions, all

principal payments and losses assigned to the mezzanine tranches are allocated pro rata between the sold notes and

the portion we retain, when performance is above a certain threshold.

While these deals are expected to mitigate some of our potential future credit losses (generally net of any proceeds

received from front-end credit enhancements, such as primary mortgage insurance), these deals are not designed to

shield us from all losses. We retain a portion of the risk of future credit losses on loans covered by CAS and CIRT

transactions, including all or a portion of the first loss positions and all of the senior loss positions. In addition, on our

CAS transactions, we retain a pro rata share of risk equal to approximately 5% of all notes sold in mezzanine tranches.

The risk in force of these transactions, which refers to the maximum amount of losses that could be absorbed by credit

risk transfer investors, was approximately $42 billion as of December 31, 2023, compared with approximately $38 billion

as of December 31, 2022.

Our credit risk transfer transactions issued prior to 2021 were impacted by high levels of refinancing activity. As a result,

the losses on the remaining covered reference pools must generally be higher before we would receive a benefit from

those credit risk transfer transactions. In addition, home price appreciation since we entered into the transactions

reduces the likelihood that we will incur losses on the covered loans large enough to receive a benefit from these

transactions. As of December 31, 2023, approximately 33% of the outstanding risk in force of our single-family credit

risk transfer transactions was from transactions issued prior to 2021.

| MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 89 | | --- | --- |

The following table displays information about the credit enhancement recovery receivables we have recognized within

“Other assets” in our consolidated balance sheets. The decrease in our single-family freestanding credit enhancement

receivables as of December 31, 2023 compared to December 31, 2022, was primarily a result of a decrease in our

estimate of credit losses in 2023. As our estimate for credit losses decreases, so does the benefit we expect to receive

from our freestanding credit enhancements.

Single-Family Credit Enhancement Receivables
	As of December 31,
	2023	2022
	(Dollars in millions)
Freestanding credit enhancement receivables	$253	$565
Primary mortgage insurance receivables, net of allowance(1)	54	53

(1)Amount is net of a valuation allowance of $417 million and $462 million as of December 31, 2023 and December 31, 2022, respectively.

The vast majority of this valuation allowance related to deferred payment obligations associated with unpaid claim amounts for which

collectability is uncertain.

The table below displays the approximate cash paid or transferred to investors for credit risk transfer transactions. The

cash represents the portion of the guaranty fee paid to investors as compensation for taking on a share of the credit

risk.

Credit Risk Transfer Transactions
	For the Year Ended December 31,
	2023	2022
Cash paid or transferred for:	(Dollars in millions)
CAS transactions(1)	$906	$882
CIRT transactions	409	325
Lender risk-sharing transactions	133	154

(1)Consists of cash paid for interest expense net of LIBOR or SOFR, as applicable, on outstanding CAS debt and amounts paid for both CAS

REMIC® and CAS CLN transactions.

Cash paid or transferred to investors for CIRT transactions includes cancellation fees paid on certain CIRT transactions

where we determined that the cost of these deals exceeded the expected remaining benefit. The table excludes cash

paid upon the repurchase of legacy CAS debt. In 2023, we paid $169 million in purchase premiums in connection with

our repurchase of approximately $2 billion in CAS debt.

The following table displays the primary characteristics of the loans in our single-family conventional guaranty book of

business without credit enhancement.

Single-Family Loans Currently without Credit Enhancement
	As of December 31,
	2023		2022
	Unpaid<br><br>Principal<br><br>Balance	Percentage of<br><br>Single-Family<br><br>Conventional<br><br>Guaranty Book<br><br>of Business	Unpaid<br><br>Principal<br><br>Balance	Percentage of<br><br>Single-Family<br><br>Conventional<br><br>Guaranty Book<br><br>of Business
	(Dollars in billions)
Low LTV ratio or short-term(1)	$1,112	31%	$1,171	32%
Pre-credit risk transfer program inception(2)	236	6	265	7
Recently acquired(3)	180	5	403	11
Other(4)	730	20	669	18
Less: Loans in multiple categories	(267)	(7)	(382)	(10)
Total single-family loans currently without credit enhancement	$1,991	55%	$2,126	58%

(1)Represents loans with an LTV ratio less than or equal to 60% or loans with an original maturity of 20 years or less.

(2)Represents loans that were acquired before the inception of our credit risk transfer programs. Also includes Refi PlusTM loans.

(3)Represents loans that were recently acquired and have not been included in a reference pool.

| MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 90 | | --- | --- |

(4)Includes adjustable-rate mortgage loans, loans with a combined LTV ratio greater than 97%, non-Refi Plus loans acquired after the

inception of our credit risk transfer programs that became 30 or more days delinquent prior to inclusion in a credit risk transfer transaction,

and loans that were delinquent as of December 31, 2023 or December 31, 2022. Also includes loans that were previously included in a

credit risk transfer transaction but subsequently had the coverage canceled.

Single-Family Problem Loan Management

Overview

Our problem loan management strategies focus primarily on reducing defaults to avoid losses that would otherwise

occur and pursuing foreclosure alternatives to mitigate the severity of the losses we incur. If a borrower does not make

required payments, or is in jeopardy of not making payments, we work with the loan servicer to offer workout solutions

to minimize the likelihood of foreclosure as well as the severity of loss. When appropriate, we seek to move to

foreclosure expeditiously.

Below we describe the following:

•delinquency statistics on our problem loans;

•efforts undertaken to manage our problem loans, including the role of servicers in loss mitigation, forbearance

plans, loan workouts, and sales of nonperforming and reperforming loans;

•metrics regarding our loan workout activities;

•REO management; and

•other single-family credit-related information, including our credit loss performance and credit loss

concentration metrics.

We also provide ongoing credit performance information on loans underlying single-family Fannie Mae MBS and loans

covered by single-family credit risk transfer transactions. For loans backing Fannie Mae MBS, see the “Forbearance

and Delinquency Dashboard” available in the MBS section of our Data Dynamics® tool, which is available at

www.fanniemae.com/datadynamics. For loans covered by credit risk transfer transactions, see the “Deal Performance

Data” report available in the CAS and CIRT sections of the tool. Information on our website is not incorporated into this

report. Information in Data Dynamics may differ from similar measures presented in our financial statements and other

public disclosures for a variety of reasons, including as a result of variations in the loan population covered, timing

differences in reporting and other factors.

Delinquency

The tables below display the delinquency status of loans and changes in the volume of seriously delinquent loans in our

single-family conventional guaranty book of business based on the number of loans. Single-family seriously delinquent

loans are loans that are 90 days or more past due or in the foreclosure process, expressed as a percentage of our

single-family conventional guaranty book of business based on loan count. Management monitors the single-family

serious delinquency rate as an indicator of potential future credit losses and loss mitigation activities. Serious

delinquency rates are reflective of our performance in assessing and managing credit risk associated with single-family

loans in our guaranty book of business. Typically, higher serious delinquency rates result in a higher allowance for loan

losses.

Delinquency Status and Activity of Single-Family Conventional Loans
	As of December 31,
	2023	2022	2021
Delinquency status:
30 to 59 days delinquent	1.06%	0.96%	0.86%
60 to 89 days delinquent	0.26	0.23	0.20
Seriously delinquent (“SDQ”):	0.55	0.65	1.25
Percentage of SDQ loans that have been delinquent for more than 180 days	47	55	75
Percentage of SDQ loans that have been delinquent for more than two years	10	16	9
MD&A	Single-Family Business	Single-Family Mortgage Credit Risk Management
---		Fannie Mae 2023 Form 10-K	91
---	---
	For the Year Ended December 31,
---	---	---	---
	2023	2022	2021
Single-family SDQ loans (number of loans):
Beginning balance	114,960	218,329	495,806
Additions	169,197	171,437	232,411
Removals:
Modifications and other loan workouts	(77,478)	(164,707)	(328,165)
Liquidations and sales	(31,439)	(46,476)	(86,020)
Cured or less than 90 days delinquent	(78,761)	(63,623)	(95,703)
Total removals	(187,678)	(274,806)	(509,888)
Ending balance	96,479	114,960	218,329

Our single-family serious delinquency rate as of December 31, 2023 remained near historically low levels. Given our

expectation of slower economic and home price growth in 2024 and 2025, we expect the credit performance of the

loans in our single-family guaranty book of business may decline compared to recent performance, which could lead to

higher delinquencies or an increase in our single-family serious delinquency rate.

Factors that affect our single-family serious delinquency rate include:

•the percentage of our loans that receive forbearance and the length of time they remain in forbearance;

•the pace and effectiveness of payment deferrals, loan modifications and other workouts;

•the timing and volume of nonperforming loan sales we execute;

•pandemics and natural disasters;

•servicer performance; and

•changes in home prices, unemployment levels and other macroeconomic conditions.

| MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 92 | | --- | --- |

The table below displays the serious delinquency rates for, and the percentage of our seriously delinquent single-family

conventional loans represented by, the specified loan categories. Percentage of book amounts represent the unpaid

principal balance of loans for each category divided by the unpaid principal balance of our total single-family

conventional guaranty book of business. The reported categories are not mutually exclusive.

Single-Family Conventional Seriously Delinquent Loan Concentration Analysis
	As of December 31,
	2023			2022			2021
	Percentage<br><br>of Book<br><br>Outstanding	Percentage<br><br>of Seriously<br><br>Delinquent<br><br>Loans(1)	Serious<br><br>Delinquency<br><br>Rate	Percentage<br><br>of Book<br><br>Outstanding	Percentage<br><br>of Seriously<br><br>Delinquent<br><br>Loans(1)	Serious<br><br>Delinquency<br><br>Rate	Percentage<br><br>of Book<br><br>Outstanding	Percentage<br><br>of Seriously<br><br>Delinquent<br><br>Loans(1)	Serious<br><br>Delinquency<br><br>Rate
States:
California	19%	10%	0.42%	19%	9%	0.46%	19%	11%	1.01%
Florida	6	9	0.73	6	9	0.90	6	8	1.59
Illinois	3	5	0.70	3	5	0.86	3	5	1.55
New York	5	6	0.92	5	7	1.12	5	7	2.24
Texas	7	9	0.64	7	8	0.71	7	9	1.48
All other states	60	61	0.52	60	62	0.62	60	60	1.15
Vintages:
2008 and prior	2	18	2.07	2	23	2.78	3	24	4.90
2009-2023	98	82	0.47	98	77	0.53	97	76	1.01
Estimated mark-<br><br>to-market LTV<br><br>ratio:
<= 60%	68	69	0.49	66	74	0.63	61	73	1.27
60.01% to 70%	14	15	0.80	16	14	0.77	19	16	1.37
70.01% to 80%	10	9	0.77	10	8	0.69	13	8	1.08
80.01% to 90%	5	5	0.81	5	3	0.68	5	2	0.88
90.01% to 100%	3	2	0.59	3	1	0.40	2	1	0.51
Greater than<br><br>100%	*	*	2.05	*	*	4.04	*	*	12.41
Credit<br><br>enhanced:(2)
Primary MI &<br><br>other(3)	21	33	1.08	21	31	1.19	20	29	2.14
Credit risk<br><br>transfer(4)	36	30	0.54	31	28	0.66	21	32	1.80
Non-credit<br><br>enhanced	55	52	0.46	58	54	0.55	66	53	0.98

*Represents less than 0.5% of single-family conventional guaranty book of business.

(1)Calculated based on the number of single-family loans that were seriously delinquent for each category divided by the total number of

single-family conventional loans that were seriously delinquent.

(2)The credit-enhanced categories are not mutually exclusive. A loan with primary mortgage insurance that is also covered by a credit risk

transfer transaction will be included in both the “Primary MI & other” category and the “Credit risk transfer” category. As a result, the “Credit

enhanced” and “Non-credit enhanced” categories do not sum to 100%. The total percentage of our single-family conventional guaranty

book of business with some form of credit enhancement as of December 31, 2023 was 45%.

(3)Refers to loans included in an agreement used to reduce credit risk by requiring primary mortgage insurance, collateral, letters of credit,

corporate guarantees, or other agreements to provide an entity with some assurance that it will be compensated to some degree in the

event of a financial loss. Excludes loans covered by credit risk transfer transactions unless such loans are also covered by primary

mortgage insurance.

(4)Refers to loans included in reference pools for credit risk transfer transactions, including loans in these transactions that are also covered

by primary mortgage insurance. For CAS and some lender risk-sharing transactions, this represents the outstanding unpaid principal

balance of the underlying loans on the single-family mortgage credit book, not the outstanding reference pool, as of the specified date.

Loans included in our credit risk transfer transactions have all been acquired since 2009.

| MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 93 | | --- | --- |

Forbearance Plans and Loan Workouts

As a part of our credit risk management efforts, we offer several types of loss mitigation options to help homeowners

stay in their home or to otherwise avoid foreclosure. Loss mitigation options can consist of a forbearance plan or a loan

workout. Our loan workouts reflect additional types of home retention solutions that help reinstate loans to current

status, including repayment plans, payment deferrals, and loan modifications. Our loan workouts also include

foreclosure alternatives, such as short sales and deeds in-lieu of foreclosure.

As of December 31, 2023, the unpaid principal balance of single-family loans in forbearance was $6.9 billion, or 0.2% of

our single-family conventional guaranty book of business, compared with $11.9 billion, or 0.3% of our single-family

conventional guaranty book of business, as of December 31, 2022.

We work with our servicers to implement our home retention solution and foreclosure alternative initiatives, and we

emphasize the importance of early contact with borrowers and early entry into a home retention solution. We require

that servicers first evaluate borrowers for eligibility under a workout option before considering foreclosure. The existence

of a second lien may limit our ability to provide borrowers with loan workout options, particularly those that are part of

our foreclosure prevention efforts; however, we are not required to contact a second lien holder to obtain their approval

prior to providing a borrower with a loan modification.

Home Retention Solutions

When a borrower cannot bring the loan current by reinstating the loan or through a repayment plan, we use our

payment deferral and loan modification workout options to help resolve the loan’s delinquency. A payment deferral is a

loss mitigation option which defers the repayment of the delinquent principal and interest payments and other eligible

default-related amounts that were advanced on behalf of the borrower by converting them into a non-interest-bearing

balance due at the earlier of the payoff date, the maturity date, or sale or transfer of the property. The remaining

mortgage terms, interest rate, payment schedule, and maturity date remain unchanged, and no trial period is required.

The number of months of payments deferred varies based on the types of hardships the borrower is facing.

We also offer single-family borrowers loan modifications, which contractually change the terms of the loan. Our loan

modification programs generally require completion of a trial period of three to four months where the borrower makes

reduced monthly payments prior to receiving the modification.

Our loan modifications include the following concessions:

•capitalization of past due amounts, a form of payment delay, which capitalizes interest and other eligible

default-related amounts that were advanced on behalf of the borrower that are past due into the unpaid

principal balance; and

•a term extension, which typically extends the contractual maturity date of the loan to 40 years from the effective

date of the modification.

In addition to these concessions, loan modifications may also include an interest rate reduction, which reduces the

contractual interest rate of the loan, or a principal forbearance, which is another form of payment delay that includes

forbearing repayment of a portion of the principal balance as a non-interest bearing amount that is due at the earlier of

the payoff date, the maturity date, or sale or transfer of the property.

Our primary loan modification program is currently the Flex Modification program, which offers payment relief for eligible

borrowers.

Foreclosure Alternatives

We offer foreclosure alternatives for borrowers who are unable to retain their homes. Foreclosure alternatives may be

more appropriate if the borrower has experienced a significant adverse change in financial condition due to events such

as long-term unemployment or reduced income, divorce, or unexpected issues like medical bills, and is therefore no

longer able to make the required mortgage payments. To avoid foreclosure and satisfy the first-lien mortgage obligation,

our servicers work with a borrower to:

•accept a deed-in-lieu of foreclosure, whereby the borrower voluntarily signs over the title to their property to the

servicer; or

•sell the home prior to foreclosure in a short sale, whereby the borrower sells the home for less than the full

amount owed to Fannie Mae under the mortgage loan.

These alternatives are designed to reduce our credit losses while helping borrowers avoid having to go through a

foreclosure. We work to obtain the highest price possible for the properties sold in short sales.

| MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 94 | | --- | --- |

The chart below displays the unpaid principal balance of our completed single-family loan workouts by type, as well as

the number of loan workouts. This table does not include loans in an active forbearance arrangement, trial

modifications, loans to certain borrowers who have received bankruptcy relief and repayment plans that have been

initiated but not completed.

(1)There were approximately 16,300 loans, 15,800 loans and 39,100 loans in a trial modification period that was not yet complete as of

December 31, 2023, 2022 and 2021, respectively.

(2)Other was $516 million, $313 million and $866 million for the years ended December 31, 2023, 2022 and 2021, respectively. Other

includes repayment plans and foreclosure alternatives. Repayment plans reflect only those plans associated with loans that were 60 days

or more delinquent.

The overall decline in loan workout activity was primarily driven by fewer outstanding forbearance plans during 2023

compared with 2022 and 2021. Forbearance plans often result in a loan workout in order to resolve the loan’s

delinquency.

The total amount of principal and interest deferred to the end of the loan term for single-family loans that received a

payment deferral was $408 million for the year ended December 31, 2023, of which $248 million was deferred interest.

For the year ended December 31, 2022, the total amount of principal and interest deferred was $990 million, of which

$599 million was deferred interest. For the year ended December 31, 2021, the total amount of principal and interest

deferred was $3.9 billion, of which $2.4 billion was deferred interest.

The table below displays the percentage of our single-family loan modifications completed during 2022 and 2021 that

were current or paid off one year after modification and, for modifications completed during 2021, two years after

modification.

Percentage of Single-Family Completed Loan Modifications That Were Current or Paid Off at<br><br>One and Two Years Post-Modification
	2022 Modifications				2021 Modifications
	Q4	Q3	Q2	Q1	Q4	Q3	Q2	Q1
One Year Post-Modification	75%	79%	84%	87%	88%	90%	91%	92%
Two Years Post-Modification					91	93	94	96
MD&A	Single-Family Business	Single-Family Mortgage Credit Risk Management
---		Fannie Mae 2023 Form 10-K	95
---	---

Nonperforming and Reperforming Loan Sales

We also undertake efforts to mitigate credit losses and manage our problem loans by selling our nonperforming and

reperforming loans, thereby removing them from our guaranty book of business. This problem loan management

strategy is intended to reduce: the number of seriously-delinquent loans, the severity of losses incurred on these loans,

and the capital we would be required to hold for such loans.

In February 2023, FHFA instructed us to put sales of nonperforming and reperforming loans on hold until further notice.

In June 2023, FHFA instructed us that we may resume these loan sales upon implementation of revised loan sale

requirements that enhance or expand upon certain consumer protections that existed in our prior requirements. We

resumed activity under our loan sales program in the third quarter of 2023.

Nonperforming and Reperforming Loan Sale Activity
	For the Year Ended December 31,
	2023	2022	2021
	(Dollars in millions)
Reperforming Loan Sales:
Number of loans sold	11,626	29,676	94,397
Aggregate unpaid principal balance of loan sales	$2,219	$4,974	$13,568
Nonperforming Loan Sales:
Number of loans sold	2,265	8,215	18,250
Aggregate unpaid principal balance of loan sales	$354	$1,354	$3,200

REO Management

If a loan defaults, we may acquire the property through foreclosure or a deed-in-lieu of foreclosure. The table below

displays our REO activity by region. Regional REO acquisition trends generally follow a pattern that is similar to, but

lags, that of regional delinquency trends.

Single-Family REO Properties
	For the Year Ended December 31,
	2023	2022	2021
Single-family REO properties (number of properties):
Beginning of period inventory of single-family REO properties(1)	8,779	7,166	7,973
Acquisitions by geographic area:(2)
Midwest	1,265	1,606	1,166
Northeast	847	1,049	1,077
Southeast	982	1,136	1,076
Southwest	754	768	570
West	344	322	231
Total REO acquisitions(1)	4,192	4,881	4,120
Dispositions of REO	(4,568)	(3,268)	(4,927)
End of period inventory of single-family REO properties(1)	8,403	8,779	7,166
Carrying value of single-family REO properties (dollars in millions)	1,396	1,293	959
Single-family foreclosure rate(3)	0.02	0.03	0.02
REO net sales price to unpaid principal balance(4)	129	114	111
REO net sales price to unpaid principal balance and capitalized expenses(5)	97	102	97
Short sales net sales price to unpaid principal balance(6)	91	91	84

All values are in US Dollars.

(1)Includes held-for-use properties, which are reported in our consolidated balance sheets as a component of “Other assets.”

(2)See footnote 9 to the “Key Risk Characteristics of Single-Family Conventional Business Volume and Guaranty Book of Business” table for

states included in each geographic region.

| MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 96 | | --- | --- |

(3)Reflects the total number of properties acquired through foreclosure or deeds-in-lieu of foreclosure as a percentage of the total number of

loans in our single-family conventional guaranty book of business as of the end of each period.

(4)Calculated as the amount of sale proceeds received on disposition of REO properties during the respective periods, excluding those

subject to repurchase requests made to our sellers or servicers, divided by the aggregate unpaid principal balance of the related loans at

the time of foreclosure. Net sales price represents the contract sales price less selling costs for the property and other charges paid by the

seller at closing.

(5)Calculated as the amount of sale proceeds received on disposition of REO properties during the respective periods, excluding those

subject to repurchase requests made to our sellers or servicers, divided by the aggregate unpaid principal balance of the related loans at

the time of foreclosure and costs of certain repairs that have been capitalized as part of the carrying value of the property. Net sales price

represents the contract sales price less selling costs for the property and other charges paid by the seller at closing.

(6)Calculated as the amount of sale proceeds received on properties sold in short sale transactions during the respective periods divided by

the aggregate unpaid principal balance of the related loans. Net sales price includes borrower relocation incentive payments and

subordinate lien(s) negotiated payoffs.

Our primary objectives for our REO inventory are to facilitate equitable and sustainable access to homeownership,

quality affordable rental housing, and housing for owner occupant and community-minded purchasers, while obtaining

the highest price possible. We conduct repairs on the majority of the REO properties we acquire. These improvements

help make the homes more sustainable and support sales to owner-occupant buyers.

We market and sell the majority of our foreclosed properties through local real estate professionals. In some cases, we

use alternative methods of disposition, including selling homes to municipalities, other public entities or non-profit

organizations, and selling properties through public auctions. We also engage in third-party sales at foreclosure, which

allow us to avoid maintenance and other REO expenses we would have incurred had we acquired the property.

As shown in the chart below, the majority of our REO properties are unable to be marketed at any given time because

the properties are under repair, occupied or are subject to state or local redemption or confirmation periods, which

delays the marketing and disposition of these properties.

Single-Family Credit Loss Performance Metrics and Loan Sale Performance

The single-family credit loss performance metrics and loan sale performance measures below present information about

losses or gains we realized on our single-family loans during the periods presented. For the purposes of our single-

family credit loss performance metrics, credit losses or gains represent write-offs net of recoveries and foreclosed

property income or expense. The amount of these losses or gains in a given period is driven by foreclosures, pre-

foreclosure sales, post-foreclosure REO activity, mortgage loan redesignations, and other events that trigger write-offs

and recoveries. The single-family credit loss metrics we present are not defined terms and may not be calculated in the

same manner as similarly titled measures reported by other companies. Management uses these measures to evaluate

the effectiveness of our single-family credit risk management strategies in conjunction with leading indicators such as

serious delinquency and forbearance rates, which are potential indicators of future realized single-family credit losses.

We believe these measures provide useful information about our single-family credit performance and the factors that

impact it.

| MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 97 | | --- | --- |

The table below displays the components of our single-family credit loss performance metrics. Because sales of

nonperforming and reperforming loans have been a part of our credit loss mitigation strategy in recent periods, we also

provide information in the table below on our loan sale performance through the “Gains (losses) on sales and other

valuation adjustments” line item.

Single-Family Credit Loss Performance Metrics and Loan Sale Performance
	For the Year Ended December 31,
	2023	2022	2021
	(Dollars in millions)
Write-offs	$(223)	$(211)	$(51)
Recoveries	210	288	430
Foreclosed property income (expense)	10	(55)	(14)
Credit gains (losses)	(3)	22	365
Write-offs on the redesignation of mortgage loans from HFI to HFS(1)	(658)	(679)	(372)
Net credit gains (losses) and write-offs on redesignations	(661)	(657)	(7)
Gains (losses) on sales and other valuation adjustments(2)	(52)	(207)	1,312
Net credit gains (losses), write-offs on redesignations and gains (losses) on sales<br><br>and other valuation adjustments	$(713)	$(864)	$1,305
Credit gain (loss) ratio (in bps)(3)	*	0.1	1.1
Net credit gains (losses), write-offs on redesignations and gains (losses) on sales<br><br>and other valuation adjustments ratio (in bps)(4)	(2.0)	(2.4)	3.9

*Represents less than 0.05 bps.

(1)Consists of the lower of cost or fair value adjustment at time of redesignation.

(2)Consists of gains or losses realized on the sales of nonperforming and reperforming mortgage loans during the period and temporary

lower-of-cost-or-market adjustments on HFS loans, which are recognized in “Investment gains (losses), net” in our consolidated

statements of operations and comprehensive income.

(3)Calculated based on the amount of “Credit gains (losses)” divided by the average single-family conventional guaranty book of business

during the period.

(4)Calculated based on the amount of “Net credit gains (losses), write-offs on redesignations and gains (losses) on sales and other valuation

adjustments” divided by the average single-family conventional guaranty book of business during the period.

The primary driver of our net credit losses, write-offs on redesignations and losses on sales and other valuation

adjustments in 2023 was write-offs upon the redesignation of mortgage loans from HFI to HFS. During 2023, we

redesignated loans with an amortized cost of $3.3 billion. Interest rates on loans redesignated in 2023 were below

current market interest rates resulting in write-offs upon the redesignation.

For information on our benefit or provision for credit losses, which includes changes in our allowance, see “Consolidated

Results of Operations—Benefit (Provision) for Credit Losses” and “Single-Family Business Financial Results.”

| MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 98 | | --- | --- |

The table below displays concentrations of our net single-family credit gains (losses) and write-offs on redesignations

based on geography and loan vintages.

Concentration Analysis of Net Credit Gains (Losses) and Write-offs on Redesignations
	Percentage of Single-Family<br><br>Conventional Guaranty Book<br><br>of Business Outstanding(1)		Amount of Single-Family<br><br>Credit Gains (Losses) and<br><br>Redesignation Write-offs(2)
	As of December 31,		As of December 31,
	2023	2022	2023	2022
	(Dollars in millions)
Geographical distribution:
California	19%	19%	$(115)	$(94)
Florida	6	6	(15)	(23)
Illinois	3	3	(51)	(69)
New York	5	5	(64)	(73)
Texas	7	7	(39)	(44)
All other states	60	60	(377)	(354)
Total	100%	100%	$(661)	$(657)
Vintages:
2008 and prior	2%	2%	$4	$(100)
2009 - 2023	98	98	(665)	(557)
Total	100%	100%	$(661)	$(657)

(1)Calculated based on the aggregate unpaid principal balance of single-family loans for each category divided by the aggregate unpaid

principal balance of loans in our single-family conventional guaranty book of business as of the end of each period.

(2)Credit gains (losses) and write-offs on redesignations do not include gains (losses) on sales and other valuation adjustments. Excludes the

impact of recoveries resulting from resolution agreements related to representation and warranty matters and compensatory fee income

related to servicing matters that have not been allocated to specific loans.

| MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 99 | | --- | --- |

Single-Family Maturity Information

The below table shows the contractual maturities and interest rate sensitivities of our single-family mortgage loan

portfolio as recorded on our consolidated balance sheets. Although the loans in our consolidated portfolio have varying

contractual terms (for example, 15-year, 30-year, etc.), the actual life of the loans is likely to be significantly less than

their contractual term as a result of prepayment. Therefore, the contractual term is not a reliable indicator of the loans’

expected lives. Single-family mortgages can be prepaid in whole or in part at any time without penalty.

Single-Family Loans: Maturities and Terms of the Consolidated Mortgage Loan Portfolio(1)
	As of December 31, 2023
		Due within 1<br><br>year(2)	Greater than 1<br><br>year but<br><br>within 5 years	Greater than 5<br><br>years but<br><br>within 15<br><br>years	Greater than<br><br>15 years	Total
	(Dollars in millions)
Single-family mortgage loans:
Loans held for sale		$63	$207	$618	$1,902	$2,790
Loans held for investment
Of Fannie Mae		4,890	3,909	11,047	27,242	47,088
Of consolidated trusts		127,590	532,819	1,347,371	1,584,310	3,592,090
Total unpaid principal balance of<br><br>single-family mortgage loans		132,543	536,935	1,359,036	1,613,454	3,641,968
Cost basis adjustments, net						42,151
Total single-family mortgage loans(3)		$132,543	$536,935	$1,359,036	$1,613,454	$3,684,119
Single-family mortgage loans by interest rate sensitivity:
Fixed-rate		$126,454	$532,651	$1,347,025	$1,601,137	$3,607,267
Adjustable-rate		6,089	4,284	12,011	12,317	34,701
Total unpaid principal balance of single-<br><br>family mortgage loans		$132,543	$536,935	$1,359,036	$1,613,454	$3,641,968

(1)We report the scheduled repayments in the maturity category in which the payment is due, such that a loan’s balance may be presented

across multiple maturity categories.

(2)Due within 1 year includes reverse mortgages for which there is no defined maturity date of $5.4 billion as of December 31, 2023.

(3)Excludes accrued interest receivable. The unpaid principal balance of single family loans is based on the amount of contractual unpaid

principal balance due and excludes any write-offs for amounts deemed uncollectible. Those write-offs are presented as a component of

cost basis adjustments, net.

Multifamily Business

Multifamily Primary Business Activities

Providing Liquidity for Multifamily Mortgage Loans

Our Multifamily business provides mortgage market liquidity primarily for properties with five or more residential units,

which may be apartment communities, cooperative properties, seniors housing, dedicated student housing or

manufactured housing communities. Our Multifamily business works with our multifamily lenders to provide funds to the

mortgage market primarily by securitizing multifamily mortgage loans acquired from these lenders into Fannie Mae

MBS, which are sold to investors or dealers. We also purchase multifamily mortgage loans and provide credit

enhancement for bonds issued by state and local housing finance authorities to finance multifamily housing. Our

Multifamily business supports liquidity in the mortgage market through other activities, such as buying and selling

Fannie Mae multifamily MBS and issuing structured securities backed by Fannie Mae collateral. We also continue to

invest in multifamily low-income housing tax credit (“LIHTC”) projects to help support and preserve the supply of

affordable rental housing.

| MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 100 | | --- | --- |

Key Characteristics of the Multifamily Business

The Multifamily business has a number of key characteristics that distinguish it from our Single-Family business.

•Collateral: Multifamily loans are collateralized by properties that generate cash flows predominantly driven by

rental income received from tenants and effectively operate as businesses.

•Borrowers and sponsors: Multifamily borrowing entities are typically owned, directly or indirectly, by for-profit

corporations, limited liability companies, partnerships, real estate investment trusts and individuals who invest

in real estate for cash flow and expected returns in excess of their original contribution of equity. Borrowing

entities are typically single-asset entities, with the property as their only asset. The ultimate owner of a

multifamily borrowing entity is referred to as the “sponsor.” We evaluate both the borrowing entity and its

sponsor when considering a new transaction and managing our business. We refer to both the borrowing

entities and their sponsors as “borrowers.” When considering a multifamily borrower, creditworthiness is

evaluated through a combination of quantitative and qualitative data, including liquid assets, net worth, number

of units owned, experience in a market and/or property type, multifamily portfolio performance, access to

additional liquidity, debt maturities, asset/property management platform, senior management experience,

reputation, and exposures to lenders and Fannie Mae.

•Non-recourse: Multifamily loans are generally non-recourse to the borrowers, meaning that we may only seek

repayment of the loan through the value of the underlying collateral.

•Lenders: During 2023, we executed multifamily transactions with 28 lenders. Of these, 24 lenders delivered

loans to us under our DUS program described below. In determining whether to partner with a multifamily

lender, we consider the lender’s financial strength, multifamily underwriting and servicing experience, portfolio

performance and willingness and ability to share in the risk of loss associated with the multifamily loans they

originate.

•Loan size: The average size of a loan (based on unpaid principal balance) in our multifamily guaranty book of

business was $16 million as of December 31, 2023.

•Underwriting process: Multifamily loans require detailed underwriting of the property’s operating cash flow. Our

underwriting standards include an evaluation of the property’s operating income compared to loan payments,

property market value, property quality and condition, market and submarket factors, and ability to refinance at

maturity.

•Term and lifecycle: In contrast to the standard 30-year single-family residential loan, multifamily loans typically

have original loan terms between 5 and 15 years.

•Prepayment terms: To protect against prepayments, most multifamily Fannie Mae loans impose prepayment

premiums, primarily yield maintenance. This is in contrast to single-family loans, which do not have prepayment

premiums.

Delegated Underwriting and Servicing Program

Fannie Mae’s DUS program is a unique business model that aligns the interests of the lender and Fannie Mae. Our

DUS lender network of 24 current members is composed of mortgage banking companies, large diversified financial

institutions, and banks. We pre-approve DUS lenders and delegate to these lenders the authority to underwrite and

service multifamily loans on our behalf in accordance with our standards and requirements. Delegation permits lenders

to respond to customers more rapidly, as the lender generally has the authority to approve a loan within our prescribed

parameters. Fannie Mae’s internal credit team assesses whether a loan’s risk profile is within our risk tolerance when

that loan’s credit characteristics do not meet established delegation criteria.

DUS lenders typically share approximately one-third of the credit risk on our multifamily loans for the life of the loans.

The servicing fees we pay to DUS lenders include compensation for the portion of credit risk they retain. See

“Multifamily Mortgage Credit Risk Management” for additional information about our lender risk sharing.

Multifamily Mortgage Servicing

Substantially all of the multifamily loans in our guaranty book of business as of December 31, 2023 and 2022 were

serviced by DUS lenders or their affiliates on our behalf. Multifamily servicers are responsible for the ongoing evaluation

of the financial condition of properties and property owners, administering various types of loan- and property-level

agreements (including agreements covering replacement reserves, completion or repair, and operations and

maintenance), as well as conducting routine property inspections. We monitor multifamily servicing relationships and

retain the right to approve servicing transfers, which are infrequent.

| MD&A | Multifamily Business | Multifamily Primary Business Activities | | --- || Fannie Mae 2023 Form 10-K | 101 | | --- | --- |

Multifamily Credit Risk and Credit Loss Management

Our Multifamily business:

•Sets the underwriting standards and credit requirements for lenders to underwrite multifamily loans on our

behalf.

•Prices and manages the credit risk on loans in our multifamily guaranty book of business. Lenders retain a

portion of the credit risk in substantially all multifamily transactions.

•Enters into transactions that transfer an additional portion of Fannie Mae’s credit risk on some of the loans in

our multifamily guaranty book of business through back-end credit risk transfer transactions.

•Works to reduce costs of defaulted multifamily loans, including through loss mitigation strategies such as

forbearance and modification, management of foreclosures and our REO inventory, and pursuing contractual

remedies from lenders, servicers, borrowers, sponsors, and providers of credit enhancement.

See “Multifamily Mortgage Credit Risk Management” for a discussion of our strategies for managing credit risk and

credit losses on multifamily loans.

Multifamily Activities Supporting Affordable Rental Housing

Overview

A core component of Fannie Mae’s mission is to support the U.S. multifamily housing market by helping serve the

nation’s rental housing needs. We focus on supporting affordable housing, which is housing that is affordable to

households earning at or below the median income in their area, as well as on workforce housing, which is housing up

to 120% of area median income. Over 95% of the multifamily units we financed in 2023 that were potentially eligible for

housing goals credit were affordable to those earning at or below 120% of the median income in their area. The chart

below shows a breakout of multifamily acquisitions by area median income.

Multifamily Acquisitions by Area Median Income (AMI)(1)

(1)Based on rents reported at loan origination. Rents may change following loan origination. Reflects multifamily acquisitions potentially

eligible for housing goals credit, which consists of new units financed by first liens; excludes second liens on units for which we had

financed the first lien, manufactured housing communities, and manufactured housing rentals.

| MD&A | Multifamily Business | Multifamily Primary Business Activities | | --- || Fannie Mae 2023 Form 10-K | 102 | | --- | --- |

Targeted Affordable Housing

To serve low- and very-low-income households, we have a team that focuses exclusively on relationships with lenders

financing privately-owned multifamily properties that receive public subsidies in exchange for maintaining long-term

affordable rents. We work with borrowers that may utilize housing programs and subsidies provided by local, state and

federal agencies; examples include tax incentives (such as those provided through LIHTC or tax abatement) and rent

subsidies (such as project-based Section 8 rental assistance or tenant vouchers). The public subsidy programs are

largely targeted to provide housing to those earning less than 60% of area median income (as defined by HUD) and are

structured to ensure that the low- and very low-income households who benefit from the programs pay no more than

30% of their gross monthly income for rent and utilities. As of December 31, 2023, these affordable loans represented

approximately 12% of our multifamily guaranty book of business, based on unpaid principal balance, including

$7.3 billion in bond credit enhancements.

Our acquisition of loans financing properties affordable to low- and very-low income households help us meet our

multifamily housing goals and FHFA’s requirement that a portion of our multifamily volume be focused on affordable and

underserved markets. We discuss our multifamily housing goals in “Business—Legislation and Regulation—Housing

Goals—Multifamily Housing Goals” and we discuss our requirement to focus on affordable and underserved markets in

“Multifamily Business Metrics—Multifamily New Business Volume.”

Equity Investments in Low Income Housing Tax Credit Projects

In addition to acquiring loans serving low- and very-low income households, we also make equity investments in LIHTC

projects. LIHTC encourages private equity investment in creating and preserving affordable units throughout the country

by awarding federal tax credits to affordable housing developers, who then exchange those tax credits with corporate

investors, such as Fannie Mae, in return for capital contributions. In late 2017, FHFA permitted our reentry into LIHTC

investing, capping activity at a specified annual investment limit and requiring a portion of those investments to be in

transactions identified as having difficulty attracting investors or in Duty to Serve-designated rural areas. In December

2023, FHFA increased our annual LIHTC investment limit to $1 billion beginning in 2024, with any investments above

$500 million in a given year required to be targeted towards transactions identified as having difficulty attracting

investors or in Duty to Serve-designated rural areas. We have committed approximately $4 billion in net equity to LIHTC

investments since the beginning of 2018, in line with FHFA’s annual limits.

Multifamily Lenders and Investors

In support of our mission to facilitate equitable and sustainable access to quality affordable rental housing across

America, our Multifamily business works primarily with our DUS lender network. During 2023, our top five multifamily

lenders, in the aggregate, accounted for 48% of our multifamily business volume, compared with 49% in 2022. Two of

our lenders, Walker & Dunlop and Berkadia, accounted for 13% and 10% respectively, of our 2023 multifamily business

volume. No other lenders accounted for 10% or more of our multifamily business volume in 2023.

We have a diversified funding base of domestic and international investors. Purchasers of multifamily Fannie Mae MBS

include fund managers, commercial banks, pension funds, insurance companies, corporations, state and local

governments, and other municipal authorities. We also have separate investor bases for our back-end credit risk

transactions. Our Multifamily Connecticut Avenue SecuritiesTM (“MCASTM”) investors include fund managers, hedge

funds and insurance companies, while our Multifamily CIRTTM (“MCIRTTM”) transactions are executed with insurers and

reinsurers.

Multifamily Competition

Overview

We compete to acquire multifamily mortgage assets in the secondary mortgage market and to issue multifamily

mortgage-related securities to investors. Our primary competitors for the acquisition of multifamily mortgage assets and

issuance of multifamily mortgage-related securities are Freddie Mac, life insurers, U.S. banks and thrifts, other

institutional investors, Ginnie Mae, and private-label issuers of commercial mortgage-backed securities. Competition in

these activities is significantly affected by both our and our competitors’ pricing, credit standards and loan structures,

lender preferences, investor demand for our and our competitors’ mortgage-related securities, market conditions, and

actions we take to support affordable multifamily housing. Our competitive environment also may be affected by many

other factors, including direction from FHFA; changes in our obligations under our senior preferred stock purchase

agreement with Treasury; changes in our capital requirements; and new legislation or regulation applicable to us, our

lenders or our investors. See “Business—Conservatorship and Treasury Agreements,” “Business—Legislation and

Regulation,” and “Risk Factors” for information on matters that could affect our business and competitive environment.

| MD&A | Multifamily Business | Multifamily Primary Business Activities | | --- || Fannie Mae 2023 Form 10-K | 103 | | --- | --- |

Multifamily Mortgage-Related Securities Issuance Share

The chart below displays our estimated share of multifamily mortgage-related securities issuances during the twelve

months ended as of September 30, 2023, the latest date available, as compared with that of our primary competitors for

the issuance of multifamily mortgage-related securities.

2023 Multifamily Mortgage-Related Securities Issuances Share(1)

(1)According to the American Council of Life Insurers (“ACLI”), Trepp, Mortgage Bankers Association and Fannie Mae Multifamily Economic

Research Group. Our mortgage-related securities do not include resecuritizations issued through our Fannie Mae GeMS program.

Multifamily Mortgage Debt Outstanding

As shown in the chart below, we have remained a continuous source of liquidity in the U.S. multifamily market. Our

financing of an estimated 21% of the mortgage debt outstanding in the country represents the largest share of any

market participant.

Multifamily Mortgage Debt Outstanding(1)

(Dollars in trillions)

(1)Multifamily mortgage debt outstanding as of September 30, 2023 is based on the Federal Reserve’s December 2023 mortgage debt

outstanding release, the latest date for which the Federal Reserve has estimated mortgage debt outstanding for multifamily residences.

Prior-period amounts have been updated to reflect revised historical data from the Federal Reserve.

| MD&A | Multifamily Business | Multifamily Competition | | --- || Fannie Mae 2023 Form 10-K | 104 | | --- | --- |

Multifamily Mortgage Market

Multifamily market fundamentals, which include factors such as vacancy rates and rent growth, softened during the

fourth quarter of 2023, due to elevated levels of new supply entering the U.S. housing market.

•Vacancy rates. Based on preliminary third-party data, we estimate that the national multifamily vacancy rate for

institutional investment-type apartment properties increased to 6.0% as of December 31, 2023, compared with

5.8% as of September 30, 2023 and 5.5% as of December 31, 2022. The estimated average national

multifamily vacancy rate over the last 15 years remained at approximately 5.8%.

•Rents. Based on preliminary third-party data, we estimate that rent growth turned negative during the fourth

quarter of 2023, declining by 0.7%, compared with an increase of 0.5% in the third quarter of 2023 and a

decline of 0.8% in the fourth quarter of 2022. As a result, rent growth for 2023 was below average at just 0.8%.

Vacancy rates and rents are important to loan performance because multifamily loans are generally repaid from the

cash flows generated by the underlying property. Several years of low vacancy rates and rising rents helped to increase

property values in most metropolitan areas, but that trend reversed starting in early 2023. Based on preliminary

multifamily property sales data, transaction volumes for the fourth quarter of 2023 remained well below average levels.

Available data suggests that multifamily property capitalization rates, the indicated rate of return on investment of a

commercial property, increased slightly in the fourth quarter of 2023 and are estimated to have increased by about 60

basis points year-over-year.

We estimate that more than 500,000 multifamily units were delivered to the U.S. housing market in 2023. Multifamily

construction underway remains elevated, with more than 1,000,000 units underway. We expect new multifamily

deliveries in 2024 will remain elevated and near 2023 levels.

We believe vacancy levels could rise later this year to 6.25% and rent growth will remain below recent averages, in the

1.0% to 1.5% range, as a result of rising levels of consumer debt, elevated new construction completions, and

anticipated slowing job growth.

Multifamily Business Metrics

Multifamily New Business Volume

The chart below displays our new loan acquisitions by unpaid principal balance and number of units financed.

Multifamily New Business Volume

(Dollars in billions)

(1)Reflects unpaid principal balance of multifamily Fannie Mae MBS issued, multifamily loans purchased, and credit enhancements provided

on multifamily mortgage assets during the period.

(2)Reflects new units financed by first liens; excludes second liens on units for which we had financed the first lien, as well as manufactured

housing rentals. Second liens and manufactured housing rentals are included in unpaid principal balance.

We are subject to an annual multifamily loan purchase cap set by FHFA. In 2023, we remained below our multifamily

volume cap of $75 billion. For 2024, FHFA has reduced our multifamily volume cap to $70 billion. Consistent with the

2023 cap, a minimum of 50% of our 2024 multifamily loan purchases must be mission-driven, focused on specified

affordable and underserved market segments. For 2024, FHFA has exempted from the volume cap loans financing

workforce housing properties meeting specified criteria that preserve long-term affordability for the properties. See “Risk

| MD&A | Multifamily Business | Multifamily Mortgage Market | | --- || Fannie Mae 2023 Form 10-K | 105 | | --- | --- |

Factors—GSE and Conservatorship Risk” for information on how conservatorship requirements such as these may

affect our business activities.

Multifamily Securities Issuances

We securitize the vast majority of multifamily mortgage loans we acquire through lender swap transactions. We also

support liquidity in the market by issuing structured MBS backed by multifamily Fannie Mae MBS, including through our

Fannie Mae GeMSTM program.

Multifamily Fannie Mae MBS Issuances

(Dollars in billions)

(1)A portion of structured securities issuances may be backed by Fannie Mae MBS issued during the same period and held by Fannie Mae.

Structured securities backed by Fannie Mae MBS that are issued by a third party are not included in the multifamily Fannie Mae MBS

structured security issuance amounts.

| MD&A | Multifamily Business | Multifamily Business Metrics | | --- || Fannie Mae 2023 Form 10-K | 106 | | --- | --- |

Multifamily Guaranty Book of Business and Average Charged Guaranty Fee

The chart below displays the unpaid principal balance and average charged guaranty fee related to our multifamily

guaranty book of business.

Multifamily Guaranty Book of Business and Charged Fee(1)

(Dollars in billions)

(1)For information reported in this “Multifamily Business” section, our multifamily guaranty book of business is measured using the unpaid

principal balance of mortgage loans underlying Fannie Mae MBS. By contrast, the multifamily guaranty book of business presented in the

“Composition of Fannie Mae Guaranty Book of Business” table in the “Guaranty Book of Business” section is based on the unpaid principal

balance of Fannie Mae MBS outstanding. These amounts differ primarily as a result of payments we receive on underlying loans that have

not yet been paid to the MBS holders.

(2)Our multifamily guaranty book of business primarily consists of multifamily mortgage loans underlying Fannie Mae MBS outstanding,

multifamily mortgage loans of Fannie Mae held in our retained mortgage portfolio, and other credit enhancements that we provide on

multifamily mortgage assets. It does not include non-Fannie Mae multifamily mortgage-related securities held in our retained mortgage

portfolio for which we do not provide a guaranty.

Our multifamily guaranty book of business grew 7% in 2023 to $470.4 billion, driven by our acquisitions combined with

low prepayment volumes due to the high interest rate environment.

The average charged guaranty fee on our multifamily guaranty book of business decreased in

2023

compared with

2022

, primarily due to lower average charged fees on our 2023 acquisitions as compared with the existing loans in our

multifamily guaranty book of business.

Our average charged guaranty fee represents the return we earn as compensation for the credit risk we assume on our

multifamily guaranty book of business. It is impacted by the rate at which loans in our book of business turn over as well

as the guaranty fees we charge on new business volumes, which are set at the time we acquire the loans. Our

multifamily guaranty fee pricing is primarily based on the individual credit risk characteristics of the loans we acquire and

the aggregate credit risk characteristics of our multifamily guaranty book of business. Our multifamily guaranty fee

pricing is also influenced by external forces, such as the availability of other sources of liquidity, our mission-related

goals, the FHFA volume cap, interest rates, MBS spreads, and the management of the overall composition of our

multifamily guaranty book of business.

| MD&A | Multifamily Business | Multifamily Business Metrics | | --- || Fannie Mae 2023 Form 10-K | 107 | | --- | --- |

Multifamily Business Financial Results

This section provides a discussion of the primary components of net income for our Multifamily Business.

Multifamily Business Financial Results(1)
	For the Year Ended December 31,
	2023	2022	2021
	(Dollars in millions)
Net interest income	$4,544	$4,687	4,158	(143)	$529
Fee and other income	70	88	92	(18)	(4)
Net revenues	4,614	4,775	4,250	(161)	525
Fair value gains (losses), net	73	(80)	(12)	153	(68)
Administrative expenses	(611)	(540)	(508)	(71)	(32)
Benefit (provision) for credit losses	(495)	(1,248)	530	753	(1,778)
Credit enhancement expense(2)	(231)	(261)	(239)	30	(22)
Change in expected credit enhancement recoveries(3)	117	257	(108)	(140)	365
Other expenses, net(4)	(301)	(214)	(87)	(87)	(127)
Income before federal income taxes	3,166	2,689	3,826	477	(1,137)
Provision for federal income taxes	(613)	(536)	(777)	(77)	241
Net income	$2,553	$2,153	3,049	400	$(896)

All values are in US Dollars.

(1)See “Note 11, Segment Reporting” for information about our segment allocation methodology.

(2)Primarily consists of costs associated with our MCIRT and MCAS programs as well as amortization expense for certain lender risk-sharing

programs.

(3)Consists of change in benefits recognized from our freestanding credit enhancements that primarily relate to our DUS lender risk-sharing.

(4)Consists of investment gains or losses, expenses associated with legal claims, foreclosed property income (expense), gains or losses from

partnership investments, debt extinguishment gains or losses, and other income or expenses.

Net interest income

Multifamily net interest income decreased in 2023<br><br>compared with 2022 primarily due to lower yield<br><br>maintenance income as a result of fewer<br><br>prepayments, as well as lower average charged<br><br>guaranty fees, partially offset by an increase in our<br><br>multifamily guaranty book of business.
MD&A	Multifamily Business	Multifamily Business Financial Results
---		Fannie Mae 2023 Form 10-K	108
---	---

Benefit (provision) for credit losses

Provision for credit losses in 2023 was primarily driven<br><br>by changes in loan activity and provision from actual<br><br>and projected economic data, as decreasing<br><br>multifamily property values throughout 2023 resulted<br><br>in higher estimated LTV ratios in our multifamily<br><br>guaranty book of business.
Provision for credit losses in 2022 was primarily driven<br><br>by our expectation of increased probability of default<br><br>and greater expected severity of loss on our seniors<br><br>housing portfolio, as well as higher actual and<br><br>projected interest rates.

Multifamily Mortgage Credit Risk Management

Our strategy for managing multifamily mortgage credit risk consists of the following primary components:

•our acquisition and servicing policies along with our underwriting and servicing standards;

•guaranty book diversification and monitoring;

•the transfer of mortgage credit risk to third parties; and

•management of problem loans.

The credit risk profile of a loan in our multifamily guaranty book of business is primarily influenced by:

•the current and anticipated cash flows from the property;

•the type and location of the property;

•the condition and value of the property;

•the financial strength of the borrower;

•market trends; and

•the structure of the financing.

These and other factors affect both the amount of expected credit loss on a given loan and the sensitivity of that loss to

changes in the economic environment. These factors and our strategy for managing multifamily mortgage credit risk are

described in more detail below.

Multifamily Acquisition Policy and Underwriting Standards

Our Multifamily business is responsible for pricing and managing the credit risk on our multifamily guaranty book of

business. Multifamily loans that we purchase or that back Fannie Mae MBS are underwritten by a Fannie Mae-approved

lender and may be subject to our underwriting review prior to closing, depending on the product type, loan size, market

and/or other factors. Our underwriting standards generally include, among other things, property cash flow analysis and

third-party appraisals. We periodically refine our underwriting standards based on changes in our risk appetite.

Our standards for multifamily loans specify maximum original LTV ratio and minimum original DSCR values that vary

based on loan characteristics. Our experience has been that original LTV ratio and DSCR values have been reliable

indicators of future credit performance. We limit acquisitions of multifamily loans with original LTV ratios greater than

80% or with original DSCRs of 1.25 or less, as they pose more credit risk than we typically seek. The percentage of our

new multifamily business volume acquired in 2023 with original LTV ratios greater than 80% was approximately 1%,

compared with less than 0.5% in 2022. The percentage of new multifamily business volume acquired in 2023 with

original DSCRs (based on actual debt service payments) of 1.25 or less was approximately 2%, compared with

approximately 3% in 2022.

Multifamily Guaranty Book Diversification and Monitoring

Diversification within our multifamily guaranty book of business by geographic concentration, term to maturity, interest

rate structure, borrower concentration, loan size, property type, and credit enhancement coverage are important factors

that influence credit performance and may help reduce our credit risk.

| MD&A | Multifamily Business | Multifamily Business Financial Results | | --- || Fannie Mae 2023 Form 10-K | 109 | | --- | --- |

As part of our ongoing credit risk management process, we and our lenders monitor the performance and risk

characteristics of our multifamily loans and the underlying properties on an ongoing basis throughout the loan term at

the asset and portfolio level. We generally require lenders to provide quarterly and/or annual financial updates for

multifamily loans. We closely monitor loans with an estimated current DSCR below 1.0, as that is an indicator of

heightened default risk. We also monitor property condition, and, if issues are found through a property inspection,

borrowers are given an opportunity to remediate the issues. In infrequent cases, where the borrower chooses not to

complete the repairs, the loans may be referred to foreclosure.

We manage our exposure to interest-rate risk and monitor changes in interest rates, which can impact multiple aspects

of our multifamily loans. Interest rates increased significantly during 2022 and most of 2023. While we are not currently

predicting interest rates to generally increase in 2024, interest rates could increase further. Rising interest rates may

reduce the ability of multifamily borrowers to refinance their loans, which often have balloon balances at maturity. We

have a team that proactively manages upcoming loan maturities to minimize losses on maturing loans. This team

assists lenders and borrowers with timely and appropriate refinancing of maturing loans with the goal of reducing

defaults and foreclosures related to these loans. We provide information on the maturity schedule of our multifamily

loans in “Multifamily Problem Loan Management and Foreclosure Prevention—Multifamily Maturity information” below

and in our quarterly financial supplements, which we furnish to the SEC with current reports on Form 8-K and make

available on our website. Information in our quarterly financial supplements is not incorporated by reference into this

report.

Additionally, in a rising interest rate environment, multifamily borrowers with adjustable-rate mortgages will have higher

monthly payments, which may lower their DSCRs. We generally require multifamily borrowers with adjustable-rate

mortgages to purchase and maintain interest rate caps through the life of the loan to protect against large movements in

rates as well as maintain escrows at our servicers to reserve for the cost of replacing these caps. Purchasing or

replacing required interest rate caps, especially those with longer terms and/or lower capped interest rates, becomes

more expensive as interest rates rise. These elevated costs in recent periods have added pressure to borrowers’ ability

to make payments and contributed to the increase in our multifamily serious delinquency rate and criticized loan

population in 2023. In the recent high interest rate environment, most multifamily borrowers with adjustable-rate

mortgages have started receiving payments from their interest rate cap providers, which helps to defray the higher cost

of debt service and escrow payments. We actively monitor these interest-rate related risks as part of our risk

management process.

In addition to the factors discussed above, we track the following credit risk characteristics to determine loan credit

quality indicators, which are the internal risk categories we use and which are further discussed in “Note 4, Mortgage

Loans”:

•the physical condition of the property;

•delinquency status;

•the relevant local market and economic conditions that may signal changing risk or return profiles; and

•other risk factors.

For example, we closely monitor rental payment trends and vacancy levels in local markets, as well as capitalization

rates, to identify loans that merit closer attention or loss mitigation actions. The primary asset management

responsibilities for our multifamily loans are performed by our DUS and other multifamily lenders. We periodically

evaluate these lenders’ performance for compliance with our asset management criteria.

We also monitor for risks manifesting within specific property types. A property type we continue to monitor closely is

seniors housing. In our book of business, seniors housing is primarily comprised of independent living and assisted

living facilities, some of which may have a limited capacity devoted to memory care. Seniors housing loans constituted

3% of our multifamily guaranty book of business as of December 31, 2023, based on unpaid principal balance, of which

38% were adjustable-rate mortgages. Seniors housing properties are still recovering from being disproportionately

affected by the COVID-19 pandemic and economic trends, higher operating costs exacerbated by the increase in

inflation, and higher short-term interest rates for adjustable-rate mortgages, resulting in increased costs for these

borrowers. We continue to monitor seniors housing loans in our multifamily guaranty book of business closely and

actively manage loans that may be at risk of further deterioration or default.

| MD&A | Multifamily Business | Multifamily Mortgage Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 110 | | --- | --- |

The following table displays our multifamily business volumes and our multifamily guaranty book of business, based on

certain key risk characteristics that we use to evaluate the risk profile and credit quality of our multifamily loans.

We provide additional information on the credit characteristics of our multifamily loans in quarterly financial

supplements, which we furnish to the SEC with current reports on Form 8-K and make available on our website.

Information in our quarterly financial supplements is not incorporated by reference into this report.

Key Risk Characteristics of Multifamily Business Volume and Guaranty Book of Business
	Multifamily Business Volume at Acquisition(1)For the Year Ended December 31,			Multifamily Guaranty Book of Business(2)As of December 31,
	2023	2022	2021	2023	2022	2021
LTV ratio:
Weighted-average original LTV<br><br>ratio	59	59	65	63	64	65
DSCR:
Weighted-average DSCR(1)	1.6	1.9	2.3	2.0	2.2	2.1
DSCR less than or equal to 1.0(1)	—	—	—	4	3	2
Loan amount and count:
Average loan amount (in millions)	19	19	17	16	16	14
Loan count	2,812	3,572	4,203	28,926	28,023	28,856
Interest rate type:
Fixed interest rate	99	78	89	91	89	91
Adjustable interest rate	1	22	11	9	11	9
Total	100	100	100	100	100	100
Amortization type:
Full interest-only	63	53	40	42	38	33
Partial interest-only(2)	32	39	50	46	49	51
Fully amortizing	5	8	10	12	13	16
Total	100	100	100	100	100	100
Asset class type:
Conventional/co-op	92	93	93	89	88	88
Seniors housing	1	1	1	3	4	4
Student housing	1	2	1	3	3	4
Manufactured housing	6	4	5	5	5	4
Total	100	100	100	100	100	100
Affordable(3)	12	13	13	12	12	11
Small balance loans(4)	40	38	44	48	50	54
Geographic concentration:(5)
Midwest	13	15	12	12	12	11
Northeast	12	12	16	15	15	15
Southeast	32	31	28	27	27	27
Southwest	24	25	24	22	22	22
West	19	17	20	24	24	25
Total	100	100	100	100	100	100

All values are in US Dollars.

(1)For our business volumes, the DSCR is calculated using the actual debt service payments for the loan. For our book of business, our

estimates of current DSCRs are based on the latest available income information covering a 12 month period, from quarterly and annual

statements for these properties including the related debt service. When an annual statement is the latest statement available, it is used.

When operating statement information is not available, the underwritten DSCR is used. Co-op loans are excluded from this metric.

(2)Consists of mortgage loans that were underwritten with an interest-only term, regardless of whether the loan is currently in its interest-only

period.

| MD&A | Multifamily Business | Multifamily Mortgage Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 111 | | --- | --- |

(3)Represents Multifamily Affordable Housing (“MAH”) loans, which are defined as financing for properties that are under an agreement that

provides long-term affordability, such as properties with rent subsidies or income restrictions. MAH loans are included within the asset

class categories referenced above.

(4)Small balance loans refer to multifamily loans with an original unpaid principal balance of up to $9 million nationwide. We changed our

definition of small multifamily loans in the third quarter of 2023 to increase the loan amounts from up to $6 million nationwide to up to $9

million nationwide. The updated definition has been applied to all loans in the current multifamily guaranty book of business, including

loans that were acquired under previous small loan definitions. Small balance loans are included within the asset class categories

referenced above. We present this metric based on loan count rather than unpaid principal balance.

(5)Midwest consists of IL, IN, IA, MI, MN, NE, ND, OH, SD and WI. Northeast consists of CT, DE, ME, MA, NH, NJ, NY, PA, PR, RI, VT and

VI. Southeast consists of AL, DC, FL, GA, KY, MD, MS, NC, SC, TN, VA and WV. Southwest consists of AZ, AR, CO, KS, LA, MO, NM, OK,

TX and UT. West consists of AK, CA, GU, HI, ID, MT, NV, OR, WA and WY.

Transfer of Multifamily Mortgage Credit Risk

Overview

Lender risk-sharing is a cornerstone of our Multifamily business. We primarily transfer risk through our DUS program,

which is described under “Multifamily Primary Business Activities—Delegated Underwriting and Servicing Program.” To

complement our DUS front-end lender-risk sharing program, we also engage in back-end credit risk transfer

transactions through our MCIRT and MCAS programs.

Front-End Credit Risk Sharing

Our DUS model typically results in our lenders sharing approximately one-third of the credit risk on our multifamily

loans, either on a pro-rated or tiered basis. Lenders who share on a tiered basis typically absorb losses on the first 5%

of the unpaid principal balance of a loan at the time of loss settlement, and above 5% share a percentage of the loss

with us, with the maximum loss capped at 20% of the original unpaid principal balance of the loan. Among our DUS

network, bank lenders tend to use pro-rated loss sharing, as it results in more favorable regulatory capital requirements

for them, while non-depository lenders vary based on preference.

The chart below displays the percentage of credit risk retained by Fannie Mae or transferred to third parties under our

typical DUS lender risk-sharing arrangements. As of December 31, 2023, 42% of our multifamily guaranty book of

business was covered by tiered loss sharing and 57% was covered by pro-rated loss sharing.

Principal Types of Multifamily DUS Loss Sharing

Tiered			100% of UPB	Pro-rated
90%		10%		2/3	1/3
			25% of<br><br>UPB
75%	25%
			5% of<br><br>UPB
100%							Fannie Mae	DUS Lender
---	---

In certain situations, we do not allow DUS lenders to fully share in one-third of the credit risk, but have them share in a

smaller portion, to reduce the risk that the counterparty will fail to meet its loss sharing responsibility to us. We establish

lender-specific loss-sharing limits for individual transactions based on loan size, lender financial performance, and

lender creditworthiness, among other factors. Lenders may also request lower loss sharing outside of these pre-set

limits for specific transactions, which is assessed on a case-by-case basis. When loss sharing is reduced on a loan, the

| MD&A | Multifamily Business | Multifamily Mortgage Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 112 | | --- | --- |

servicing fee we pay to the lender is reduced and our guaranty fee is increased to reflect the lower credit risk retained

by the lender.

Non-DUS lenders, which represent a small portion of our multifamily guaranty book of business, typically share or

absorb losses based on a negotiated percentage of the loan or the pool balance. As a result of our lender risk-sharing

agreements, our maximum potential loss recovery from both DUS and non-DUS loans represented approximately 24%

of the unpaid principal balance of our multifamily guaranty book of business as of December 31, 2023.

Back-End Credit Risk Sharing

Our back-end MCAS and MCIRT credit risk transfer programs transfer a portion of the credit risk associated with a

reference pool of multifamily mortgage loans to insurers, reinsurers, or investors. These credit-risk sharing transactions

were primarily designed to further reduce the capital requirements associated with loans in the reference pool, which

reflects the benefit of additional credit risk protection in the event of a stress environment. While we transfer multifamily

credit risk through front-end lender risk-sharing at the time of acquisition, our multifamily back-end credit risk transfer

activity occurs later, sometimes a year or more after acquisition.

In

2023

, we entered into two new multifamily credit risk transfer transactions, transferring mortgage credit risk through

our MCIRT and MCAS programs. The factors that we expect will affect the extent to which we engage in multifamily

credit risk transfer transactions in the future and the structure of those transactions include our risk appetite, future

market conditions, the cost of the transactions, FHFA guidance or requirements (including FHFA’s scorecard), the

capital relief provided by the transactions, and our overall business and capital plans.

The table below displays the total unpaid principal balance of multifamily loans and the percentage of our multifamily

guaranty book of business, based on unpaid principal balance, that is covered by a back-end credit risk transfer

transaction. The table does not reflect front-end lender risk-sharing arrangements, as only a small portion of our

multifamily guaranty book of business is not covered by these arrangements.

Multifamily Loans in Back-End Credit Risk Transfer Transactions
	As of December 31,
		2023		2022
		Unpaid<br><br>Principal<br><br>Balance	Percentage of<br><br>Multifamily<br><br>Guaranty Book<br><br>of Business	Unpaid<br><br>Principal<br><br>Balance	Percentage of<br><br>Multifamily<br><br>Guaranty Book<br><br>of Business
		(Dollars in millions)
MCIRT		$89,517	19%	$87,682	20%
MCAS		48,476	10	25,071	6
Total		$137,993	29%	$112,753	26%

Multifamily Problem Loan Management

We employ proactive management and monitoring of our multifamily guaranty book, which are designed to keep credit

losses and delinquencies to a low level relative to our multifamily guaranty book of business.

Credit Performance Statistics on Multifamily Problem Loans

The percentage of our loans in our multifamily guaranty book of business that are criticized increased as of December

31, 2023 compared with December 31, 2022, primarily driven by the recent elevated interest-rate environment. This has

increased the number of properties reporting low DSCRs in their latest operating statement, particularly those properties

financed with adjustable-rate mortgages. The criticized loans category substantially consists of loans classified as

“Substandard” and also includes loans classified as “Special Mention” or “Doubtful.” Substandard loans are loans that

have a well-defined weakness that could impact their timely full repayment. While the majority of the substandard loans

in our multifamily guaranty book of business are currently making timely payments, we continue to monitor the

performance of our substandard loan population. For more information on our credit quality indicators, including our

population of substandard loans, see “Note 4, Mortgage Loans.”

Our multifamily serious delinquency rate consists of multifamily loans that were 60 days or more past due based on

unpaid principal balance, expressed as a percentage of our multifamily guaranty book of business. Management

monitors the multifamily serious delinquency rate as an indicator of potential future credit losses and loss mitigation

activities. Serious delinquency rates are reflective of our performance in assessing and managing credit risk associated

with multifamily loans in our guaranty book of business. Typically, higher serious delinquency rates result in a higher

allowance for loan losses.

| MD&A | Multifamily Business | Multifamily Mortgage Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 113 | | --- | --- |

Our multifamily serious delinquency rate increased to 0.46% as of December 31, 2023, compared with 0.24% as of

December 31, 2022, primarily driven by stress in our seniors housing loans. Over half of our seriously delinquent

multifamily loan population as of December 31, 2023 was comprised of seniors housing loans. The percentage of loans

in our multifamily guaranty book of business that were 180 days or more delinquent was 0.29% as of December 31,

2023 compared with 0.15% as of December 31, 2022.

We actively pursue loss mitigation actions when appropriate, such as loan workouts, which may resolve delinquencies.

If appropriate workouts cannot be achieved, the loans are foreclosed upon. Our loss mitigation actions and foreclosures

have contributed to a decline in our multifamily serious delinquency rate from 0.54% as of September 30, 2023. We

expect these activities will continue into 2024, which may further decrease our multifamily serious delinquency rate.

In addition to the credit performance information on our multifamily loans provided in this report, we provide additional

information about the performance of our multifamily loans that back MBS and whole loan REMICs in the “Data

Collections” section of our DUS Disclose® tool, available at www.fanniemae.com/dusdisclose. Information on our

website is not incorporated into this report.

Multifamily REO Management

As of December 31, 2023, we held 61 multifamily REO properties with a carrying value of $378 million, compared with

28 properties with a carrying value of $278 million as of December 31, 2022. The increase in foreclosure activity was

primarily driven by properties included in a specific seniors housing portfolio that was written off during 2023. Only a

portion of the properties associated with this portfolio completed the foreclosure process in 2023. We expect a majority

of the remaining properties in this portfolio will complete the foreclosure process in the first half of 2024; however, we

expect the foreclosure process to take longer for other properties in the portfolio that are located in certain judicial

foreclosure states with historically long foreclosure timelines.

Multifamily Credit Loss Performance Metrics

The amount of multifamily credit losses or gains we realize in a given period is driven by foreclosures, pre-foreclosure

sales, post-foreclosure REO activity and other events that trigger write-offs and recoveries. Our multifamily credit loss

performance metrics are not defined terms and may not be calculated in the same manner as similarly titled measures

reported by other companies. For the purposes of our multifamily credit loss performance metrics, credit losses or gains

represent write-offs net of recoveries and foreclosed property income or expense. We believe our multifamily credit

losses, and our multifamily credit losses net of freestanding loss-sharing arrangements, provide useful information about

our multifamily credit performance because they display our multifamily credit losses in the context of our multifamily

guaranty book of business, including changes to the benefit we expect to receive from loss-sharing arrangements.

Management views multifamily credit losses, net of freestanding loss-sharing arrangements, as a key metric related to

our multifamily business model and our strategy to share multifamily credit risk.

| MD&A | Multifamily Business | Multifamily Mortgage Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 114 | | --- | --- |

The table below displays the components of our multifamily credit loss performance metrics, as well as our multifamily

initial write-off severity rate and write-off loan count.

Multifamily Credit Loss Performance Metrics
	For the Year Ended December 31,
	2023	2022	2021
	(Dollars in millions)
Write-offs(1)	(401)	(43)	(59)
Recoveries	59	23	49
Foreclosed property expense	(174)	(40)	(19)
Credit losses	(516)	(60)	(29)
Change in expected benefits from freestanding loss-sharing<br><br>arrangements(2)	41	(2)	21
Credit losses, net of freestanding loss-sharing arrangements	(475)	(62)	(8)
Credit loss ratio (in bps)(3)	(11.3)	(1.4)	(0.7)
Credit loss ratio, net of freestanding loss-sharing arrangements (in<br><br>bps)(2)(3)	(10.4)	(1.5)	(0.2)
Multifamily initial write-off severity rate(4)(5)	8	5	13
Multifamily write-off loan count(6)	18	9	26

All values are in US Dollars.

(1)Represents write-offs when a loan is determined to be uncollectible prior to a liquidation event, which includes foreclosure, a deed-in-lieu of

foreclosure or a short-sale (collectively a “liquidation event”), as well as write-offs at liquidation. Write-offs associated with non-REO sales

are net of loss sharing.

(2)Represents changes to the benefit we expect to receive only from write-offs as a result of certain freestanding loss-sharing arrangements,

primarily multifamily DUS lender risk-sharing transactions. Changes to the expected benefits we will receive are recorded in “Change in

expected credit enhancement recoveries” in our consolidated statements of operations and comprehensive income.

(3)Calculated based on the amount of “Credit losses” and “Credit losses, net of freestanding loss-sharing arrangements,” divided by the

average multifamily guaranty book of business during the period.

(4)Rate is calculated as the initial write-off amount divided by the average defaulted unpaid principal balance.

(5)Consists of write-offs associated with a liquidation event. The rate excludes any costs, gains or losses associated with REO after initial

acquisition through final disposition. The rate also excludes write-offs when a loan is determined to be uncollectible prior to a liquidation

event. Write-offs are net of lender loss-sharing agreements.

(6)The multifamily write-off loan count includes only write-offs associated with a liquidation event.

Our multifamily credit losses increased in 2023 compared with 2022, primarily driven by the write-off of $300 million

related to a seniors housing portfolio during 2023 as well as an increase in foreclosed property expenses due to an

increase in multifamily REO properties in 2023, as discussed in “Multifamily REO Management.”

| MD&A | Multifamily Business | Multifamily Mortgage Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 115 | | --- | --- |

Multifamily Maturity Information

The below table shows the contractual maturities and interest rate sensitivities of our multifamily mortgage loan portfolio

as recorded on our consolidated balance sheets. Although loans in our consolidated portfolio have varying contractual

terms, the actual life of the loans may be less than their contractual term as a result of prepayment.

Multifamily Loans: Maturities and Terms of the Consolidated Mortgage Loan Portfolio(1)
	As of December 31, 2023
		Due within 1<br><br>year	Greater than 1<br><br>year but<br><br>within 5 years	Greater than 5<br><br>years but<br><br>within 15<br><br>years	Greater than<br><br>15 years	Total
	(Dollars in millions)
Multifamily mortgage loan portfolio:(2)
Loans held for investment:
Of Fannie Mae		$330	$1,797	$511	$24	$2,662
Of consolidated trusts		11,994	141,807	299,386	5,893	459,080
Total unpaid principal balance of<br><br>multifamily mortgage loans		12,324	143,604	299,897	5,917	461,742
Cost basis adjustments, net						(1,500)
Total multifamily mortgage loans(2)		$12,324	$143,604	$299,897	$5,917	$460,242
Multifamily mortgage loan portfolio by interest rate sensitivity:
Fixed-rate		$11,601	$131,314	$275,132	$5,787	$423,834
Adjustable-rate		723	12,290	24,765	130	37,908
Total unpaid principal balance of<br><br>multifamily mortgage loans		$12,324	$143,604	$299,897	$5,917	$461,742

(1)We report the scheduled repayments in the maturity category in which the payment is due, such that a loan’s balance may be presented

across multiple maturity categories.

(2)Excludes accrued interest receivable. The unpaid principal balance of multifamily loans is based on the amount of contractual unpaid

principal balance due and excludes any write-offs for amounts deemed uncollectible. Those write-offs are presented as a component of

cost basis adjustments, net.

| MD&A | Multifamily Business | Multifamily Mortgage Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 116 | | --- | --- |

Consolidated Credit Ratios and Select Credit Information

The table below displays select credit ratios on our single-family conventional guaranty book of business and our

multifamily guaranty book of business, as well as the inputs used in calculating these ratios.

Consolidated Credit Ratios and Select Credit Information
	As of
	December 31, 2023			December 31, 2022
	Single-family	Multifamily	Consolidated Total	Single-family	Multifamily	Consolidated Total
	(Dollars in millions)
Credit loss reserves as a<br><br>percentage of:
Guaranty book of business	0.18	0.44	0.21	0.26	0.43	0.28
Nonaccrual loans at amortized<br><br>cost	28.50	109.21	34.51	90.69	86.86	90.03
Nonaccrual loans as a<br><br>percentage of:
Guaranty book of business	0.65	0.40	0.62	0.29	0.50	0.31
Select financial information used<br><br>in calculating credit ratios:
Credit loss reserves(1)	(6,696)	(2,064)	(8,760)	(9,554)	(1,911)	(11,465)
Guaranty book of business(2)	3,636,735	470,398	4,107,133	3,635,237	440,424	4,075,661
Nonaccrual loans at amortized<br><br>cost	23,497	1,890	25,387	10,535	2,200	12,735
Components of credit loss<br><br>reserves:
Allowance for loan losses	(6,671)	(2,059)	(8,730)	(9,443)	(1,904)	(11,347)
Allowance for accrued interest<br><br>receivable	(25)	—	(25)	(111)	—	(111)
Reserve for guaranty losses(3)	—	(5)	(5)	—	(7)	(7)
Total credit loss reserves(1)	(6,696)	(2,064)	(8,760)	(9,554)	(1,911)	(11,465)

All values are in US Dollars.

(1)Our multifamily credit loss reserves exclude the expected benefit of freestanding credit enhancements on multifamily loans of $599 million

as of December 31, 2023 and $492 million as of December 31, 2022, which are recorded in “Other assets” in our consolidated balance

sheets.

(2)Represents conventional guaranty book of business for single-family.

(3)Reserve for guaranty losses is recorded in “Other liabilities” in our consolidated balance sheets.

Our single-family nonaccrual loans increased as of December 31, 2023 compared with December 31, 2022 as

delinquent loans that may have previously been subject to our COVID-19 nonaccrual policy, which maintained loans on

accrual status for at least six months of delinquency, no longer met the requirements of the COVID-19-related guidance

effective January 1, 2023. Under our current nonaccrual policy, we generally place a loan on nonaccrual status when

the loan is three or more months past due. As a result, the balance of loans on nonaccrual status increased.

The balance of multifamily loans on nonaccrual decreased as of December 31, 2023 compared with December 31,

2022, primarily as a result of loans returning to accrual status after the completion of a performance period. In addition,

write-offs during 2023 reduced the amortized cost of multifamily loans on nonaccrual as of December 31, 2023

compared with December 31, 2022.

Our credit loss reserves decreased as of December 31, 2023 compared with December 31, 2022 primarily as a result of

a benefit for credit losses, which reduced our allowance for loan losses, as we describe in “Consolidated Results of

Operations—Benefit (Provision) for Credit Losses.”

| MD&A | Consolidated Credit Ratios and Select Credit Information | | --- || Fannie Mae 2023 Form 10-K | 117 | | --- | --- | | Consolidated Write-off Ratio and Select Credit Information | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | For the Year Ended December 31, | | | | | | | | | | | 2023 | | | 2022 | | | | | | | | Single-<br><br>family | Multifamily | Total | Single-<br><br>family | Multifamily | Total | Single-<br><br>family | Multifamily | Total | | | (Dollars in millions) | | | | | | | | | | Select credit ratio: | | | | | | | | | | | Write-offs, net of<br><br>recoveries, as a<br><br>percentage of the<br><br>average guaranty<br><br>book of business<br><br>(in bps) | 1.8 | 7.5 | 2.5 | 1.7 | 0.5 | 1.6 | * | 0.2 | * | | Select financial<br><br>information used<br><br>in calculating<br><br>credit ratio: | | | | | | | | | | | Write-offs(1) | $881 | $401 | $1,282 | $890 | $43 | 933 | $423 | $59 | $482 | | Recoveries | (210) | (59) | (269) | (288) | (23) | (311) | (430) | (49) | (479) | | Write-offs, net of<br><br>recoveries | $671 | $342 | $1,013 | $602 | $20 | 622 | $(7) | $10 | $3 | | Average guaranty<br><br>book of<br><br>business(2) | $3,634,426 | $455,137 | $4,089,563 | $3,585,714 | $425,695 | 4,011,409 | $3,351,036 | $401,358 | $3,752,394 |

All values are in US Dollars.

*Represents credit ratio of less than 0.05 bps.

(1)Represents write-offs when a loan is determined to be uncollectible. For single-family, also includes any write-offs upon the redesignation

of mortgage loans from HFI to HFS.

(2)Average guaranty book of business is based on quarter-end balances.

For discussion on the drivers of single-family write-offs for 2023, see “Single-Family Business—Single-Family Mortgage

Credit Risk Management—Single-Family Problem Loan Management—Single-Family Credit Loss Performance Metrics

and Loan Sale Performance.”

For discussion on the drivers of multifamily write-offs for 2023, see “Multifamily Business—Multifamily Mortgage Credit

Risk Management—Multifamily Credit Loss Performance Metrics.”

Liquidity and Capital Management

Liquidity Management

Our business activities require that we maintain adequate liquidity to fund our operations. Our liquidity risk management

requirements are designed to address our liquidity and funding risk, which is the risk that we will not be able to meet our

obligations when they come due, including the risk associated with the inability to access funding sources or manage

fluctuations in funding levels. Liquidity and funding risk management involves forecasting funding requirements,

maintaining sufficient capacity to meet our needs based on our ongoing assessment of financial market liquidity and

adhering to our regulatory requirements.

Primary Sources and Uses of Funds

Our liquidity depends largely on our ability to issue debt in the capital markets, including both corporate debt and sales

of our MBS securities. We believe that our status as a government-sponsored enterprise and continued federal

government support are essential to maintaining our access to the debt markets. Substantially all of our sources and

uses of funds identified below are both short-term and long-term in nature.

Our primary sources of cash include:

•issuance of long-term and short-term corporate debt;

•proceeds from the sale of mortgage-related securities, mortgage loans, corporate liquidity portfolio assets, and

foreclosed real estate assets;

| MD&A | Consolidated Credit Ratios and Select Credit Information | | --- || Fannie Mae 2023 Form 10-K | 118 | | --- | --- |

•principal and interest payments received on mortgage loans, mortgage-related securities and non-mortgage

investments we own;

•guaranty fees received on Fannie Mae MBS, including the TCCA fees collected by us on behalf of Treasury;

•payments received from mortgage insurance counterparties and other providers of credit enhancement; and

•borrowings we may make under a secured intraday funding line of credit or against mortgage-related securities

and other investment securities we hold pursuant to repurchase agreements and loan agreements.

Our primary uses of funds include:

•the repayment of matured, redeemed and repurchased debt;

•the purchase of mortgage loans (including delinquent loans from MBS trusts), mortgage-related securities and

other investments;

•interest payments on outstanding debt;

•administrative expenses;

•losses, including advances for past due principal and interest, incurred in connection with our Fannie Mae MBS

guaranty obligations;

•payments of federal income taxes;

•payments of TCCA fees to Treasury; and

•payments associated with our credit risk transfer program expenses.

Liquidity and Funding Risk Management Practices and Contingency Planning

Many factors, both internal and external to our business, could influence our debt activity, affect the amount, mix and

cost of our debt funding, reduce demand for our debt securities, increase our liquidity or roll over risk, or otherwise have

a material adverse impact on our liquidity position, including:

•changes or perceived changes in federal government support of our business or our debt securities;

•changes in or the elimination of our status as a government-sponsored enterprise;

•changes by investors in how they view our debt or regulatory changes causing our debt to no longer be

considered a high-quality liquid asset;

•actions taken by FHFA, the Federal Reserve, Treasury or other government agencies;

•legislation relating to us or our business;

•a change or perceived change in the creditworthiness of the U.S. government, due to our reliance on the U.S.

government’s support;

•a U.S. government payment default on its debt obligations;

•a downgrade in the credit ratings of our senior unsecured debt or the U.S. government’s debt from the major

ratings organizations;

•future changes or disruptions in the financial markets;

•a systemic event leading to the withdrawal of liquidity from the market;

•an extreme market-wide widening of credit spreads;

•public statements by key policy makers;

•a significant decline in our net worth;

•potential investor concerns about the adequacy of funding available to us under or about changes to the senior

preferred stock purchase agreement;

•loss of demand for our debt, or certain types of our debt, from a significant number of investors;

•a significant credit or operational (including cybersecurity) event involving us or one of our major institutional

counterparties; or

•a sudden catastrophic operational failure in the financial sector.

See “Risk Factors” for a discussion of the risks we face relating to:

•the uncertain future of our company;

| MD&A | Liquidity and Capital Management | | --- || Fannie Mae 2023 Form 10-K | 119 | | --- | --- |

•our reliance on the issuance of debt securities to obtain funds for our operations and the relative cost to obtain

these funds;

•our liquidity contingency plans;

•our credit ratings; and

•other factors that could adversely affect our ability to obtain adequate debt funding or otherwise negatively

impact our liquidity, including the factors listed above.

Also see “Business—Conservatorship and Treasury Agreements—Treasury Agreements.”

We maintain a liquidity management framework and conduct liquidity contingency planning to prepare for an event in

which our access to the unsecured debt markets becomes limited.

Our liquidity requirements have four components we must meet:

•a short-term cash flow metric that requires us to meet our expected cash outflows and continue to provide

liquidity to the market over a 30-day period of stress, plus an additional $10 billion buffer;

•an intermediate cash flow metric that requires us to meet our expected cash outflows and continue to provide

liquidity to the market over a 365-day period of stress;

•a specified minimum long-term debt to less-liquid asset ratio. Less-liquid assets are those that are not eligible

to be pledged as collateral to Fixed Income Clearing Corporation; and

•a requirement that we fund our assets with liabilities that have a specified minimum term relative to the term of

the assets.

As of December 31, 2023, we were in compliance with these requirements.

We execute operational testing of our ability to rely upon our U.S. Treasury collateral to obtain financing. We enter into

relatively small repurchase agreements to confirm that we have the operational and systems capability to do so. In

addition, we have positioned collateral in advance to clearing banks in the event we seek to enter into repurchase

agreements in the future. We do not, however, have committed repurchase agreements with specific counterparties, as

historically we have not relied on this form of funding. As a result, our use of such facilities and our ability to enter into

them in significant dollar amounts may be challenging in a stressed market environment. See “Corporate Liquidity

Portfolio” for further discussions of our alternative sources of liquidity if our access to the debt markets were to become

limited.

While our liquidity contingency planning attempts to address stressed market conditions and our status in

conservatorship, we believe accessing all liquidity sources in those plans could be difficult or impossible to execute

under stressed conditions for a company of our size in our circumstances. See “Risk Factors—Liquidity and Funding

Risk” for a description of the risks associated with our ability to fund operations and our liquidity contingency planning.

Debt Funding

We separately present the debt from consolidations (“Debt of consolidated trusts”) and the debt issued by us (“Debt of

Fannie Mae”) in our consolidated balance sheets. This discussion regarding debt funding focuses on the debt of Fannie

Mae. We primarily fund our business through MBS issuances, retained earnings, and the issuance of a variety of short-

term and long-term debt securities in the domestic and international capital markets. Accordingly, we are subject to “roll

over,” or refinancing, risk on our outstanding debt.

Our debt securities are actively traded in the over-the-counter market. We have a diversified funding base of domestic

and international investors. Purchasers of our debt securities are geographically diversified and include fund managers,

commercial banks, pension funds, insurance companies, foreign central banks, corporations, state and local

governments, and other municipal authorities. We compete for low-cost debt funding with institutions that hold mortgage

portfolios, including Freddie Mac and the FHLBs.

Our debt funding needs and debt funding activity may vary from period to period depending on market conditions,

including refinance volumes, our capital and liquidity management, and the size of our retained mortgage portfolio. See

“Retained Mortgage Portfolio” for information about our retained mortgage portfolio and limits on its size.

We are currently subject to a $270 billion debt limit under our senior preferred stock purchase agreement with Treasury.

The unpaid principal balance of our aggregate indebtedness was $128.2 billion as of December 31, 2023. Pursuant to

the terms of the senior preferred stock purchase agreement, we are prohibited from issuing debt without the prior

consent of Treasury if it would result in our aggregate indebtedness exceeding our outstanding debt limit. The

calculation of our indebtedness for purposes of complying with our debt limit reflects the unpaid principal balance and

excludes debt basis adjustments and debt of consolidated trusts.

| MD&A | Liquidity and Capital Management | | --- || Fannie Mae 2023 Form 10-K | 120 | | --- | --- |

Outstanding Debt

Total outstanding debt of Fannie Mae includes short-term and long-term debt and excludes debt of consolidated trusts.

Short-term debt of Fannie Mae consists of borrowings with an original contractual maturity of one year or less and,

therefore, does not include the current portion of long-term debt. Long-term debt of Fannie Mae consists of borrowings

with an original contractual maturity of greater than one year.

The following chart and table display information on our outstanding short-term and long-term debt based on original

contractual maturity. Our long-term debt continued to decrease in 2023 as our funding needs remained low and were

primarily satisfied through cash and other liquid assets that accumulated in prior periods, as well as earnings retained

from our operations. As a result, we did not replace all the long-term debt that matured during the year.

Debt of Fannie Mae1

(Dollars in billions)

(1)Outstanding debt balance consists of the unpaid principal balance, premiums and discounts, fair value adjustments, hedge-related basis

adjustments and other cost basis adjustments. Reported amounts include net discount unamortized cost basis adjustments and fair value

adjustments of $4.0 billion and $5.1 billion as of December 31, 2023 and 2022, respectively.

(2)Short-term debt was $17.3 billion and $10.2 billion as of December 31, 2023 and 2022, respectively.

Selected Debt Information
	As of December 31,
	2023	2022
	(Dollars in billions)
Selected Weighted-Average Interest Rates(1)
Interest rate on short-term debt	5.13%	3.93%
Interest rate on long-term debt, including portion maturing within one year	2.63	2.23
Interest rate on callable debt	2.41	1.79
Selected Maturity Data
Weighted-average maturity of debt maturing within one year (in days)	135	156
Weighted-average maturity of debt maturing in more than one year (in months)	46	52
Other Data
Outstanding callable debt(2)	$43.8	$43.3
Connecticut Avenue Securities debt(3)	2.8	5.2

(1)Excludes the effects of fair value adjustments and hedge-related basis adjustments.

(2)Includes short-term callable debt of $2.6 billion and $590 million as of December 31, 2023 and 2022, respectively.

(3)Represents CAS debt issued prior to November 2018. See “Single-Family Business—Single-Family Mortgage Credit Risk Management—

Single-Family Credit Enhancement and Transfer of Mortgage Credit Risk—Credit Risk Transfer Transactions” for information regarding our

Connecticut Avenue Securities.

| MD&A | Liquidity and Capital Management | | --- || Fannie Mae 2023 Form 10-K | 121 | | --- | --- |

We intend to repay our short-term and long-term debt obligations as they become due primarily through cash from

business operations, the sale of assets in our corporate liquidity portfolio and the issuance of additional debt securities.

For information on the maturity profile of our outstanding long-term debt for each of the years 2024 through 2028 and

thereafter, see “Note 8, Short-Term and Long-Term Debt.”

Debt Funding Activity

The table below displays activity in debt of Fannie Mae. This activity excludes the debt of consolidated trusts and

intraday borrowing. The reported amounts of debt issued and paid off during each period represent the face amount of

the debt at issuance and redemption.

Activity in Debt of Fannie Mae
	For the Year Ended December 31,
	2023	2022	2021
	(Dollars in millions)
Issued during the period:
Short-term:
Amount	$227,787	$137,310	$122,819
Weighted-average interest rate(1)	4.86%	1.56%	0.01%
Long-term:(2)
Amount	$8,636	$1,961	$2,815
Weighted-average interest rate	5.27%	3.54%	0.59%
Total issued:
Amount	$236,423	$139,271	$125,634
Weighted-average interest rate	4.87%	1.59%	0.03%
Paid off during the period:(3)
Short-term:
Amount	$220,645	$129,877	$132,199
Weighted-average interest rate(1)	4.18%	1.26%	0.02%
Long-term:(2)
Amount	$26,918	$72,570	$80,938
Weighted-average interest rate	1.65%	1.35%	0.75%
Total paid off:
Amount	$247,563	$202,447	$213,137
Weighted-average interest rate	3.91%	1.29%	0.30%

(1)Includes interest generated from negative interest rates on certain repurchase agreements, which offset our short-term funding costs.

(2)Includes credit risk-sharing securities issued as CAS debt prior to November 2018. For information on our credit risk transfer transactions,

see “Single-Family Business—Single-Family Mortgage Credit Risk Management—Single-Family Credit Enhancement and Transfer of

Mortgage Credit Risk—Credit Risk Transfer Transactions.”

(3)Consists of all payments on debt, including regularly scheduled principal payments, payments at maturity, payments resulting from calls

and payments for any other repurchases. Repurchases of debt and early retirements of zero-coupon debt are reported at original face

value, which does not equal the amount of actual cash payment.

| MD&A | Liquidity and Capital Management | | --- || Fannie Mae 2023 Form 10-K | 122 | | --- | --- |

Corporate Liquidity Portfolio

The chart below displays information on the composition of our corporate liquidity portfolio. In previous filings, we

referred to our corporate liquidity portfolio as our “other investments portfolio.” The balance and composition of our

corporate liquidity portfolio fluctuates as a result of changes in our cash flows, liquidity in the fixed-income markets, and

our liquidity risk management framework and practices.

Corporate Liquidity Portfolio

(Dollars in billions)

(1)Cash equivalents are composed of overnight reverse repurchase agreements and U.S. Treasuries that have a maturity at the date of

acquisition of three months or less.

Off-Balance Sheet Arrangements

We enter into certain business arrangements to facilitate our statutory purpose of providing liquidity to the secondary

mortgage market and to reduce our exposure to interest rate fluctuations. Some of these arrangements are not

recorded in our consolidated balance sheets or may be recorded in amounts different from the full contract or notional

amount of the transaction, depending on the nature or structure of, and the accounting required to be applied to, the

arrangement. These arrangements are commonly referred to as “off-balance sheet arrangements” and expose us to

potential losses in excess of the amounts recorded in our consolidated balance sheets.

Our off-balance sheet arrangements result primarily from the following:

•our guaranty of mortgage loan securitization and resecuritization transactions over which we have no control,

which are reflected in our unconsolidated Fannie Mae MBS net of any beneficial ownership interest we retain,

and other financial guarantees that we do not control;

•liquidity support transactions; and

•partnership interests.

The total amount of our off-balance sheet exposure related to unconsolidated Fannie Mae MBS net of any beneficial

interest that we retain, and other financial guarantees was $227.5 billion as of December 31, 2023 and $246.7 billion as

of December 31, 2022. The majority of the other financial guarantees consists of Freddie Mac securities backing Fannie

Mae structured securities. See “Guaranty Book of Business” and “Note 7, Financial Guarantees” for more information

regarding our maximum exposure to loss on unconsolidated Fannie Mae MBS and Freddie Mac securities.

Our total outstanding liquidity commitments to advance funds for securities backed by multifamily housing revenue

bonds totaled $4.5 billion as of December 31, 2023 and $4.8 billion as of December 31, 2022. These commitments

require us to advance funds to third parties that enable them to repurchase tendered bonds or securities that are unable

to be remarketed. We hold cash and cash equivalents in our corporate liquidity portfolio in excess of these commitments

to advance funds.

| MD&A | Liquidity and Capital Management | | --- || Fannie Mae 2023 Form 10-K | 123 | | --- | --- |

We make investments in various limited partnerships and similar legal entities, which consist of LIHTC investments,

community investments and other entities. When we do not have a controlling financial interest in those entities, our

consolidated balance sheets reflect only our investment rather than the full amount of the partnership’s assets and

liabilities. See “Note 3, Consolidations and Transfers of Financial Assets—Unconsolidated VIEs” for information

regarding our limited partnerships and similar legal entities.

Equity Funding

At this time, as a result of the covenants under the senior preferred stock purchase agreement, Treasury’s ownership of

the warrant to purchase up to 79.9% of the total shares of our common stock outstanding and the uncertainty regarding

our future, we do not have access to equity funding except through draws under the senior preferred stock purchase

agreement. For a description of the funding available and the covenants under the senior preferred stock purchase

agreement, see “Business—Conservatorship and Treasury Agreements—Treasury Agreements.”

Contractual Obligations

We have contractual obligations that affect our liquidity and capital resource requirements. These contractual obligations

primarily consist of debt obligations (and associated interest payment obligations) and mortgage purchase commitments

recognized on our consolidated balance sheet.

•For information about the amounts, maturities and contractual interest rates of our obligations related to debt,

see “Note 8, Short-Term and Long-Term Debt.”

•For information about our mortgage purchase commitments, leases and other purchase obligations, see “Note

17, Commitments and Contingencies.”

Our contractual obligations also include $2.2 billion in cash received as collateral, unrecognized tax benefits, and future

cash payments due under our unconditional and legally binding obligations to fund LIHTC partnership investments and

other partnerships. These amounts are recognized on our consolidated balance sheets under “Other liabilities.”

In addition, our short- and long-term liquidity and capital resource needs may be affected by our contractual obligations

to make the payments listed below. The amounts of these payments are uncertain and will depend on future events:

•payments on our obligations to stand ready to perform under our guarantees relating to Fannie Mae MBS and

other financial guarantees, including Fannie Mae commingled structured securities. The amount and timing of

payments under these arrangements are generally contingent upon the occurrence of future events. For a

description of the amount of our on- and off-balance sheet Fannie Mae MBS and other financial guarantees as

of December 31, 2023, see “Guaranty Book of Business” and “Off-Balance Sheet Arrangements;”

•payments associated with our CIRT, CAS REMIC, MCAS, and CAS CLN transactions, the amount and timing of

which are contingent upon the occurrence of future credit and prepayment events for the related reference pool

of mortgage loans. For further details on these transactions, please see “Single-Family Business—Single-

Family Mortgage Credit Risk Management—Single-Family Credit Enhancement and Transfer of Mortgage

Credit Risk—Categories of Our Credit Risk Transfer Transactions” and “Multifamily Business—Multifamily

Mortgage Credit Risk Management—Transfer of Multifamily Mortgage Credit Risk;” and

•payments related to our interest-rate risk management derivatives that may require cash settlement in future

periods, the amount and timing of which depend on changes in interest rates. For further details on these

transactions, please see “Note 9, Derivative Instruments.”

Credit Ratings

Our credit ratings from the major credit ratings organizations, as well as the credit ratings of the U.S. government, are

primary factors that could affect our ability to access the capital markets and our cost of funds. In addition, our credit

ratings are important when we seek to engage in certain long-term transactions, such as derivative transactions. S&P,

Moody’s and Fitch have all indicated that, if they were to lower the sovereign credit ratings on the U.S., they would likely

lower their ratings on the debt of Fannie Mae and certain other government-related entities. In addition, actions by

governmental entities impacting Treasury’s support for our business or our debt securities could adversely affect the

credit ratings of our senior unsecured debt. See “Risk Factors—Liquidity and Funding Risk” for a discussion of the risks

to our business relating to a decrease in our credit ratings, which could include an increase in our borrowing costs, limits

on our ability to issue debt, and additional collateral requirements under our derivatives contracts.

| MD&A | Liquidity and Capital Management | | --- || Fannie Mae 2023 Form 10-K | 124 | | --- | --- |

The table below displays the credit ratings issued by the three major credit rating agencies.

Fannie Mae Credit Ratings
	As of December 31, 2023
	S&P	Moody’s	Fitch
Long-term senior debt	AA+	Aaa	AA+
Short-term senior debt	A-1+	P-1	F1+
Preferred stock	D	Ca(hyb)	C/RR6
Outlook	Stable	Negative	Stable

On August 2, 2023, Fitch downgraded our Long-Term Issuer Default Rating (“IDR”) and senior unsecured debt rating to

‘AA+’ from ‘AAA’ and our Government Support Rating (“GSR”) to ‘aa+’ from ‘aaa.’ These actions followed Fitch’s

downgrade of the U.S. Long-Term foreign and local currency IDRs to ‘AA+’ from ‘AAA’ on August 1, 2023. Fitch noted

that our Long-Term IDR and GSR are directly linked to the U.S. government’s Long-Term IDRs, based on Fitch’s view of

the U.S. government’s direct financial support of Fannie Mae.

On November 14, 2023, Moody’s changed its outlook on Fannie Mae from stable to negative. This action followed

Moody’s change of the outlook on the U.S. Government from stable to negative on November 10, 2023.

We have no covenants in our existing debt agreements that would be violated by a downgrade in our credit ratings.

However, we could be required to provide additional collateral to or terminate transactions with certain derivatives

counterparties in the event that our senior unsecured debt ratings are downgraded.

Cash Flows

Year Ended December 31, 2023. Cash, cash equivalents and restricted cash and cash equivalents decreased from

$87.8 billion as of December 31, 2022 to $68.7 billion as of December 31, 2023. The decrease was primarily driven by

cash outflows from (1) payments on outstanding debt of consolidated trusts, (2) purchases of loans held for investment,

and (3) advances to lenders.

Partially offsetting these cash outflows were cash inflows primarily from (1) proceeds from repayments of loans, and (2)

the sale of Fannie Mae MBS to third parties.

Year Ended December 31, 2022. Cash, cash equivalents and restricted cash and cash equivalents decreased from

$108.6 billion as of December 31, 2021 to $87.8 billion as of December 31, 2022. The decrease was primarily driven by

cash outflows from (1) payments on outstanding debt of consolidated trusts, (2) the redemption of funding debt, which

outpaced issuances, and (3) purchases of loans held for investment.

Partially offsetting these cash outflows were cash inflows primarily from (1) proceeds from repayments and sales of

loans, (2) the sale of Fannie Mae MBS to third parties, and (3) proceeds from our investment in U.S. Treasury

securities.

Capital Management

Capital Requirements

The table below sets forth information about our capital requirements under the standardized approach of the enterprise

regulatory capital framework. Available capital for purposes of the enterprise regulatory capital framework excludes the

stated value of the senior preferred stock ($120.8 billion) and other amounts specified in the Regulatory Capital

Components table below. Because of these exclusions, we had a deficit in available capital as of December 31, 2023

even though we had positive net worth under GAAP of $77.7 billion as of December 31, 2023. See “Business—

Legislation and Regulation—Capital Requirements” for a description of our capital requirements under the enterprise

regulatory capital framework. Although the enterprise regulatory capital framework went into effect in February 2021, we

are not required to hold capital according to the framework’s requirements until the date of termination of our

conservatorship, or such later date as may be ordered by FHFA.

We had a $243 billion shortfall of our available capital (deficit) as of December 31, 2023 as compared to the adjusted

total capital requirement (including buffers) of $188 billion under the standardized approach of the enterprise regulatory

capital framework as of December 31, 2023. Our capital shortfall decreased from $258 billion as of December 31, 2022

to $243 billion as of December 31, 2023, primarily as a result of an increase in retained earnings.

| MD&A | Liquidity and Capital Management | | --- || Fannie Mae 2023 Form 10-K | 125 | | --- | --- |

Risk-weighted assets increased from $1,316 billion as of December 31, 2022 to $1,357 billion as of December 31, 2023,

primarily due to an increase in the countercyclical adjustment we are required to apply in the calculation of credit risk

weights for our single-family mortgage exposures under the enterprise regulatory capital framework and declining

property values in our multifamily book of business. The countercyclical adjustment is intended to stabilize our capital

requirements through home price cycles by adjusting mark-to-market LTV ratios for single-family mortgage loans when

national home prices are meaningfully above or below the long-term trend. These increases were partially offset by our

on-going credit risk transfer issuances, which reduce risk-weighted assets.

Capital Metrics under the Enterprise Regulatory Capital Framework as of December 31, 2023(1)
(Dollars in billions)
			Stress capital buffer			$34
			Stability capital buffer			45
Adjusted total assets		4,552	Countercyclical capital buffer			—
Risk-weighted assets		1,357	Prescribed capital conservation buffer amount			$79
		Minimum Capital Ratio Requirement	Applicable<br><br>Buffers(2)	Total Capital<br><br>Requirement<br><br>(including<br><br>Buffers)	Available<br><br>Capital<br><br>(Deficit)(3)	Capital<br><br>Shortfall(4)
Risk-based capital:
	Total capital (statutory)(5)	8.0%	N/A	$109	$(34)	$(143)
	Common equity tier 1 capital	4.5	$79	140	(74)	(214)
	Tier 1 capital	6.0	79	160	(55)	(215)
	Adjusted total capital	8.0	79	188	(55)	(243)
Leverage capital:
	Core capital (statutory)(6)	2.5	N/A	114	(43)	(157)
	Tier 1 capital	2.5	23	137	(55)	(192)

All values are in US Dollars.

Capital Metrics under the Enterprise Regulatory Capital Framework as of December 31, 2022(1)
(Dollars in billions)
			Stress capital buffer			$34
			Stability capital buffer			45
Adjusted total assets		4,552	Countercyclical capital buffer			—
Risk-weighted assets		1,316	Prescribed capital conservation buffer amount			$79
		Minimum Capital Ratio Requirement	Applicable<br><br>Buffers(2)	Total Capital<br><br>Requirement<br><br>(including<br><br>Buffers)	Available<br><br>Capital<br><br>(Deficit)(3)	Capital<br><br>Shortfall(4)
Risk-based capital:
	Total capital (statutory)(5)	8.0%	N/A	$105	$(49)	$(154)
	Common equity tier 1 capital	4.5	$79	138	(93)	(231)
	Tier 1 capital	6.0	79	158	(74)	(232)
	Adjusted total capital	8.0	79	184	(74)	(258)
Leverage capital:
	Core capital (statutory)(6)	2.5	N/A	114	(61)	(175)
	Tier 1 capital	2.5	23	137	(74)	(211)

All values are in US Dollars.

(1)Ratios are calculated as a percentage of risk-weighted assets for risk-based capital metrics and as a percentage of adjusted total assets

for leverage capital metrics.

(2)The prescribed capital buffers represent the amount of capital we are required to hold above the minimum risk-based and leverage capital

requirements. The applicable buffer for risk-based common equity tier 1 capital, tier 1 capital, and adjusted total capital is the prescribed

capital conservation buffer amount, or PCCBA, which is composed of a stress capital buffer, a stability capital buffer, and a countercyclical

| MD&A | Liquidity and Capital Management | | --- || Fannie Mae 2023 Form 10-K | 126 | | --- | --- |

capital buffer. The PCCBA must be comprised entirely of common equity tier one capital. The applicable buffer for leverage tier 1 capital is

the prescribed leverage buffer amount, or PLBA. The stress capital buffer and countercyclical capital buffer are each calculated by

multiplying prescribed factors by adjusted total assets as of the last day of the previous calendar quarter. The stability capital buffer is

based on our share of mortgage debt outstanding. The prescribed leverage buffer for 2023 and 2022 was set at 50% of the 2023 and 2022

stability capital buffer, respectively. Going forward the stability capital buffer and the prescribed leverage buffer will be updated with an

effective date that depends on whether the stability capital buffer increases or decreases relative to the previously calculated value.

(3)Available capital (deficit) for all line items excludes the stated value of the senior preferred stock ($120.8 billion). Available capital (deficit)

for all line items except total capital and core capital also deducts a portion of deferred tax assets. Deferred tax assets arising from

temporary differences between GAAP and tax requirements are deducted from capital to the extent they exceed 10% of common equity.

As of December 31, 2023 and 2022, this resulted in the full deduction of deferred tax assets ($11.7 billion and $12.9 billion, respectively),

from our available capital (deficit). Available capital (deficit) for common equity tier 1 capital also excludes the value of the perpetual,

noncumulative preferred stock ($19.1 billion) as of December 31, 2023 and 2022.

(4)Our capital shortfall consists of the difference between the applicable capital requirement (including buffers) and the applicable available

capital (deficit).

(5)The sum of (a) core capital (see definition in footnote 6 below); and (b) a general allowance for foreclosure losses, which (i) shall include

an allowance for portfolio mortgage losses, an allowance for non-reimbursable foreclosure costs on government claims, and an allowance

for liabilities reflected on the balance sheet for estimated foreclosure losses on mortgage-backed securities; and (ii) shall not include any

reserves made or held against specific assets; and (c) any other amounts from sources of funds available to absorb losses that the

Director of FHFA by regulation determines are appropriate to include in determining total capital.

(6)The sum of (a) the stated value of our outstanding common stock (common stock less treasury stock); (b) the stated value of our

outstanding perpetual, noncumulative preferred stock; (c) our paid-in capital; and (d) our retained earnings (accumulated deficit). Core

capital does not include: (a) accumulated other comprehensive income or (b) senior preferred stock.

While it is not applicable until the date of termination of our conservatorship, our maximum payout ratio represents the

percentage of eligible retained income that we are permitted to pay out in the form of distributions or discretionary bonus

payments under the enterprise regulatory capital framework. The maximum payout ratio for a given quarter is the lowest

of the payout ratios determined by our capital conservation buffer and our leverage buffer. As a result of our capital

shortfall, our maximum payout ratio under the enterprise regulatory capital framework as of December 31, 2023 and

December 31, 2022 was 0%. See “Note 13, Regulatory Capital Requirements” for information on our capital ratios as of

December 31, 2023 and December 31, 2022 under the enterprise regulatory capital framework.

The table below presents certain components of our regulatory capital.

Regulatory Capital Components
		As of December 31,
		2023	2022
		(Dollars in millions)
Total equity		$77,682	$60,277
Less:
	Senior preferred stock	120,836	120,836
	Preferred stock	19,130	19,130
Common equity		(62,284)	(79,689)
	Less: deferred tax assets arising from temporary differences that exceed<br><br>10% of common equity tier 1 capital and other regulatory adjustments	11,681	12,911
Common equity tier 1 capital (deficit)		(73,965)	(92,600)
	Add: perpetual, noncumulative preferred stock	19,130	19,130
Tier 1 capital (deficit)		(54,835)	(73,470)
Tier 2 capital adjustments		—	—
Adjusted total capital (deficit)		$(54,835)	$(73,470)
MD&A	Liquidity and Capital Management
---		Fannie Mae 2023 Form 10-K	127
---	---

The table below presents certain components of our core capital.

Statutory Capital Components
		As of December 31,
		2023	2022
		(Dollars in millions)
Total equity		$77,682	$60,277
Less:
	Senior preferred stock	120,836	120,836
	Accumulated other comprehensive income (loss), net of taxes	32	35
Core capital (deficit)		(43,186)	(60,594)
	Less: general allowance for foreclosure losses	(8,934)	(11,617)
Total capital (deficit)		$(34,252)	$(48,977)

Capital Activity

Under the terms governing the senior preferred stock, no dividends were payable to Treasury for the fourth quarter of

2023 and none are payable for the first quarter of 2024.

Under the terms governing the senior preferred stock, through and including the capital reserve end date, any increase

in our net worth during a fiscal quarter results in an increase in the same amount of the aggregate liquidation preference

of the senior preferred stock in the following quarter. The capital reserve end date is defined as the last day of the

second consecutive fiscal quarter during which we have had and maintained capital equal to, or in excess of, all of the

capital requirements and buffers under the enterprise regulatory capital framework.

As a result of these terms governing the senior preferred stock, the aggregate liquidation preference of the senior

preferred stock increased to $195.2 billion as of December 31, 2023 due to the $4.7 billion increase in our net worth in

the third quarter of 2023. The aggregate liquidation preference of the senior preferred stock will further increase to

$199.2 billion as of March 31, 2024, due to the $4.0 billion increase in our net worth in the fourth quarter of 2023. See

“Business—Conservatorship and Treasury Agreements—Treasury Agreements” for more information on the terms of

our senior preferred stock, including how the aggregate liquidation preference is determined.

Increases in our net worth improve our capital position and our ability to absorb losses; however, increases in our net

worth also increase the aggregate liquidation preference of the senior preferred stock by the same amount until the

capital reserve end date as discussed above.

Treasury Funding Commitment

Treasury made a commitment under the senior preferred stock purchase agreement to provide funding to us under

certain circumstances if we have a net worth deficit. As of December 31, 2023, the remaining amount of Treasury’s

funding commitment to us was $113.9 billion. See “Note 2, Conservatorship, Senior Preferred Stock Purchase

Agreement and Related Matters” for more information on Treasury’s funding commitment under the senior preferred

stock purchase agreement.

Risk Management

Overview

We manage the risks that arise from our business activities through our enterprise risk management program. Our risk

management activities are aligned with the requirements of FHFA’s Enterprise Risk Management Program Advisory

Bulletin, which are consistent with the general principles set forth by the Committee of Sponsoring Organizations of the

Treadway Commission’s (“COSO”) Enterprise Risk Management—Integrating with Strategy and Performance

framework.

Risk Categories

We are exposed to the following major risk categories:

•Credit Risk. Credit risk is the risk of loss arising from another party’s failure to meet its contractual obligations.

For financial securities or instruments, credit risk is the risk of not receiving principal, interest or other financial

obligation on a timely basis. Our credit risk exposure exists primarily in connection with our guaranty book of

business and our institutional counterparties.

| MD&A | Liquidity and Capital Management | | --- || Fannie Mae 2023 Form 10-K | 128 | | --- | --- |

•Market Risk. Market risk is the risk of loss resulting from changes in the economic environment. Market risk

arises from fluctuations in interest rates, exchange rates and other market rates and prices. Market risk

includes interest-rate risk, which is the risk that movements in interest rates will adversely affect the value of

our assets or liabilities or our future earnings or capital. Market risk also includes spread risk, which is the risk

from changes in an instrument’s value that relate to factors other than changes in interest rates.

•Liquidity and Funding Risk. Liquidity and funding risk is the risk to our financial condition and resilience

arising from an inability to meet obligations when they come due, including the risk associated with the inability

to access funding sources or manage fluctuations in funding levels.

•Operational Risk. Operational risk is the risk of loss resulting from inadequate or failed internal processes,

people or systems, or disruptions from external events. Operational risk includes cyber/information security risk

and third-party risk.

•Model Risk. Model risk is the risk of potential adverse consequences (such as financial loss or reputational

damage) due to: inappropriate model design; errors in model coding, implementation, inputs or assumptions;

inadequate model performance; or incorrect use or application of model outputs or reports.

We are also exposed to these additional risk categories:

•Strategic Risk. Strategic risk is the risk of loss resulting from poor business decisions, poor implementation of

business decisions or the failure to respond appropriately to changes in the industry or external environment.

•Compliance Risk. Compliance risk is the risk of legal or regulatory sanctions, damage to current or projected

financial condition, damage to business resilience or damage to reputation resulting from nonconformance with

compliance obligations. These obligations include laws or regulations, prescribed practices, MBS trust

agreements, supervisory guidance, conservator instruction, internal policies and procedures or ethical

standards governing how we operate. Compliance risk exposes us to adverse actions by regulators, law

enforcement or other government agencies, or private civil action, and financial losses incurred through fines,

legal judgments, voiding of contracts or civil penalties. Compliance risk can result in damaged or diminished

reputation, limited business opportunities and lessened expansion potential.

•Reputational Risk. Reputational risk is the risk that substantial negative publicity may cause a decline in public

perception of us, a decline in our customer base, costly litigation, revenue reductions or losses.

We are also exposed to climate risk. We view climate risk as a cross-cutting risk that can impact a variety of our existing

risk categories, particularly credit risk. See “Climate and Natural Disaster Risk Management” for a discussion of climate

risks and climate risk management.

For a more detailed discussion of these and other risks that could materially adversely affect our business, results of

operations, financial condition, liquidity and net worth, see “Risk Factors.”

| MD&A | Risk Management | | --- || Fannie Mae 2023 Form 10-K | 129 | | --- | --- |

Components of Risk Management

Our risk management program is composed of four inter-related components.

| MD&A | Risk Management | | --- || Fannie Mae 2023 Form 10-K | 130 | | --- | --- |

Risk Management Governance

We manage risk by using the industry standard “three lines of defense” structure. Our Board of Directors and

management-level risk committees are also integral to our risk management program.

Credit Risk Management Overview

Below we discuss how we manage mortgage credit risk, climate and natural disaster risk, and institutional counterparty

credit risk.

Mortgage Credit Risk Management

Mortgage credit risk arises from the risk of loss resulting from the failure of a borrower to make required mortgage

payments. We are exposed to credit risk on our book of business because we either hold mortgage assets, have issued

a guaranty in connection with the creation of Fannie Mae MBS backed by mortgage assets or have provided other credit

enhancements on mortgage assets. For information on how we manage mortgage credit risk, see “Single-Family

Business—Single-Family Mortgage Credit Risk Management” and “Multifamily Business—Multifamily Mortgage Credit

Risk Management.”

Climate and Natural Disaster Risk Management

Overview

Climate change presents both immediate and long-term risks to our business and other stakeholders in the housing

system, including borrowers, renters, lenders, investors and insurers. Climate risks are divided into two main categories:

•Physical risks, which relate to the physical impact of climate change and include both: event-driven risks

relating to shorter-term extreme weather events, such as hurricanes, floods and tornadoes (referred to as acute

risks); or longer-term shifts in climate patterns, such as sustained higher temperatures, sea level rise, water

scarcity and increased wildfires (referred to as chronic risks).

| MD&A | Risk Management | | --- || Fannie Mae 2023 Form 10-K | 131 | | --- | --- |

•Transition risks, which relate to a potential transition to a lower-carbon economy and may be driven by

additional regulatory and legislative requirements, adoption of new technologies and shifts in consumer

behavior.

Climate-Related Risk Exposure and Risk Mitigation

Major weather events or other natural disasters expose us to credit risk in a variety of ways, including by damaging

properties that secure mortgage loans in our book of business and by negatively impacting the ability of borrowers to

make payments on their mortgage loans. The amount of losses we incur as a result of a major weather event or natural

disaster depends significantly on the extent to which the resulting property damage is covered by hazard or flood

insurance and whether borrowers can continue making payments on their mortgages. The amount of losses we incur

can also be affected by the extent that a disaster impacts the region, especially if it depresses the local economy, and

by the availability of federal, state, or local assistance to borrowers affected by a disaster. To date, our losses from

natural disasters have been limited by geographic diversity in our book of business, the availability of insurance

coverage for damages sustained, the availability of federal, state, or local disaster assistance, and borrowers with equity

in their homes continuing to pay their mortgages. Fannie Mae, pursuant to our charter, is obligated to support residential

mortgage liquidity nationwide. We generally do not disqualify any single-family or multifamily property on the basis of its

geographic location in the U.S. (including Puerto Rico, the U.S. Virgin Islands, and Guam).

We mitigate climate-related risks, in part, through credit risk transfer and risk-sharing transactions. Our back-end credit

risk transfer transactions for single-family and multifamily loans are designed to transfer a portion of the losses we

expect would be incurred in an economic downturn or a stressed credit environment. As a result, we typically retain all

or a portion of the first loss position on loans covered by these transactions. To the extent weather and disaster-related

losses on loans covered by these transactions were to exceed the amount of the first loss we retain, a portion of those

losses would be covered by these back-end credit risk transfer transactions. We also enter into risk-sharing agreements

with multifamily lenders, primarily through the DUS program, pursuant to which the lenders typically agree to retain one-

third of the credit losses on the covered loans. For more information on our single-family credit risk transfer transactions,

see “Single-Family Business—Single-Family Mortgage Credit Risk Management—Single-Family Credit Enhancement

and Transfer of Mortgage Credit Risk—Credit Risk Transfer Transactions” and for more information on our multifamily

credit risk transfer transactions and our DUS program, see “Multifamily Business—Multifamily Mortgage Credit Risk

Management—Transfer of Multifamily Mortgage Credit Risk.”

In general, we require borrowers to obtain and maintain property insurance to cover the risk of damage to their property

resulting from hazards such as fire, wind and, for properties in areas identified by FEMA as Special Flood Hazard Areas,

coastal barrier resource systems or otherwise protected areas, flooding. At the time of origination, a borrower is required

to provide proof of such insurance, and our servicers have the right and the obligation to obtain such insurance, at the

borrower’s cost, if the borrower allows the required coverage to lapse. In addition, our servicers monitor flood maps, and

will require a flood insurance policy if a mortgaged property is remapped into a Special Flood Hazard Area at any time

during the life of the loan. We do not require property insurance to cover damages from flooding in areas outside a

Special Flood Hazard Area, coastal barrier resource system or otherwise protected area, or to cover earthquake

damage to single-family properties or to multifamily properties unless required by a seismic-risk assessment. As of

December 31, 2023, 3.2% of loans in our single-family guaranty book of business and 6.9% of loans in our multifamily

guaranty book of business were located in a Special Flood Hazard Area.

In the event of a natural or other disaster, our servicers work with affected borrowers to develop a plan that addresses

the borrower’s specific situation. Depending on the circumstances, the plan may include one or more of the following: a

payment forbearance plan; a repayment or reinstatement plan; a payment deferral; loan modification; coordination with

insurance companies and administration of insurance proceeds; and, if appropriate, foreclosure alternatives such as

short sales and deeds-in-lieu of foreclosure, or foreclosure. In addition, Fannie Mae, through its partners, offers renters

and single-family borrowers free financial counseling from HUD-approved housing counselors. These activities are

designed to assist renters and borrowers affected by disasters and also help reduce our losses, and we continue to

evaluate their impact and seek new options and resources to deploy in response to disasters.

Climate Risk Governance

The Board’s Risk Policy and Capital Committee has primary oversight of climate-related risks to the company. The

Board’s Community Responsibility and Sustainability Committee oversees development and implementation of the

company’s climate risk strategy. The Audit Committee provides oversight of ESG-related reporting, which includes

climate risk-related reporting. In 2023, we established a management-level Climate Risk Committee, chaired by our

Chief Risk Officer. The Climate Risk Committee provides executive-level engagement and oversight of climate risk. The

Climate Risk Committee supports and reports to the Enterprise Risk Committee.

| MD&A | Risk Management | Climate and Natural Disaster Risk Management | | --- || Fannie Mae 2023 Form 10-K | 132 | | --- | --- |

Climate Risk Actions

Our Climate Impact team, led by our Chief Climate Officer, is actively working to understand and quantify our climate

risk exposures, and identify best practices and strategies to mitigate the impacts of climate change on our business. We

continue to integrate climate considerations into our organization. Our approach to identifying, assessing, mitigating,

and reporting on climate-related risks is informed by the recommendations of the Task Force on Climate-Related

Financial Disclosures.

We continue to focus on analyzing our physical and transition risks, while also reviewing the landscape of modeling

approaches and data needs to improve predictive results. We continue to develop our climate scenario methodologies

and assess the addition of third-party climate models.

As the risks associated with climate change become an increasing focus for our business, we are taking steps to

integrate climate risk considerations into our Enterprise Risk Management framework. We are focused on developing

and implementing a comprehensive, integrated approach to the identification, assessment, and management of climate-

related risks and opportunities.

Addressing climate and natural disaster risks will be critical to Fannie Mae’s overall housing mission. We are exploring

the role we, along with FHFA and others, can play in helping to address some of these risks. For example, we are

working with internal and external stakeholders to develop and support climate and natural disaster resiliency

standards. Given that improving the resiliency of properties will take time, we are also focused on examining insurance

requirements to promote the financial stability of households impacted by severe weather. One other consideration is

the impact of resiliency or energy efficiency standards on affordability. A key challenge will be to appropriately balance

improvements in climate resiliency and energy efficiency with affordability, particularly in historically underserved

communities. Developing solutions to these challenges is complicated by the range and diversity of affected

stakeholders, the possible need for legislative or regulatory action, industry insurance capacity, and the need to balance

risk mitigation, affordability and sustainability.

See “Risk Factors—Credit Risk” for additional information on the risks we face from the occurrence of major natural or

other disasters and the impact of climate change.

Institutional Counterparty Credit Risk Management

Overview

Institutional counterparty credit risk is the risk of loss resulting from the failure of an institutional counterparty to fulfill its

contractual obligations to us. Our primary exposure to institutional counterparty credit risk exists with our:

•credit guarantors, including mortgage insurers, reinsurers and multifamily lenders with risk sharing

arrangements;

•mortgage lenders that sell loans to us and mortgage lenders and other counterparties that service our loans;

and

•financial institutions that issue the investments held in our corporate liquidity portfolio.

We also have counterparty exposure to: derivatives counterparties, custodial depository institutions; mortgage

originators, investors and dealers; debt security dealers; central counterparty clearing institutions; and document

custodians.

We routinely enter into a high volume of transactions with counterparties in the financial services industry resulting in a

significant credit concentration with respect to this industry. We also may have multiple exposures to particular

counterparties, as many of our institutional counterparties perform several types of services for us. Accordingly, if one of

these counterparties were to become insolvent or otherwise default on its obligations to us, it could harm our business

and financial results in a variety of ways. Our overall objective in managing institutional counterparty credit risk is to

maintain individual and portfolio-level counterparty exposures within acceptable ranges based on our risk-based rating

system. We seek to achieve this objective through the following:

•establishment and observance of counterparty eligibility standards appropriate to each exposure type and level;

•establishment of risk limits;

•requiring collateralization of exposures where appropriate; and

•exposure monitoring and management.

See “Risk Factors—Credit Risk” for additional discussion of the risks to our business if one or more of our institutional

counterparties fails to fulfill their contractual obligations to us.

| MD&A | Risk Management | Climate and Natural Disaster Risk Management | | --- || Fannie Mae 2023 Form 10-K | 133 | | --- | --- |

Counterparty Risk Management Framework

Establishment and Observance of Counterparty Eligibility Standards

The institutions with which we do business vary in size, complexity and geographic footprint. Because of this,

counterparty eligibility criteria vary depending upon the type and magnitude of the risk exposure incurred. We use a risk-

based approach to assess the credit risk of our counterparties through regular examination of their financial statements,

confidential communication with the management of those counterparties and regular monitoring of publicly available

credit rating information. This and other information is used to develop proprietary credit rating metrics that we use to

assess credit quality. Factors including corporate or third-party support or guarantees, our knowledge of the

counterparty and its management, reputation, quality of operations and experience are also important in determining the

initial and continuing eligibility of a counterparty.

Establishment of Risk Limits

Institutions are assigned a risk limit to ensure that our risk exposure is maintained at a level appropriate for the

institution’s credit assessment and the time horizon for the exposure, as well as to diversify exposure so that we

adequately manage our concentration risk. A corporate risk limit is first established at the counterparty level for the

aggregate of all activity and then is divided among our individual business units. Our business units may further

subdivide limits among products or activities.

Collateralization of Exposures

We may require collateral, letters of credit or investment agreements as a condition to approving exposure to a

counterparty. Collateral requirements are determined after a comprehensive review of the credit quality and the level of

risk exposure of each counterparty. We may require that a counterparty post collateral in the event of an adverse event

such as a ratings downgrade. Collateral requirements are monitored and generally adjusted each business day.

Exposure Monitoring and Management

The risk management functions of the individual business units are responsible for managing the counterparty

exposures associated with their activities within risk limits. An oversight team that reports to our Chief Risk Officer is

responsible for establishing and enforcing corporate policies and procedures regarding counterparties, establishing

corporate limits and aggregating and reporting institutional counterparty exposure. We regularly update exposure limits

for individual institutions and communicate changes to the relevant business units. We regularly report exposures

against the risk limits to the Risk Policy and Capital Committee of the Board of Directors.

Mortgage Insurers

We are generally required, pursuant to our charter, to obtain credit enhancements on single-family conventional

mortgage loans that we purchase or securitize with LTV ratios over 80% at the time of purchase. We use several types

of credit enhancements to manage our single-family mortgage credit risk, including primary and pool mortgage

insurance coverage. Our primary exposure associated with mortgage insurers is that they will fail to fulfill their

obligations to reimburse us for claims under our insurance policies.

Actions we take to manage this risk include:

•maintaining financial and operational eligibility requirements that an insurer must meet to become and remain a

qualified mortgage insurer;

•regularly monitoring our exposure to individual mortgage insurers and mortgage insurer credit ratings, including

in-depth financial reviews and analyses of the insurers’ portfolios and capital adequacy under hypothetical

stress scenarios;

•requiring certification and supporting documentation annually from each mortgage insurer; and

•performing periodic reviews of mortgage insurers to confirm compliance with eligibility requirements and to

evaluate their management, control and underwriting practices.

The master policies issued by our primary mortgage insurers govern their claim-paying obligations to us, including

circumstances in which significant underwriting or servicing defects might permit the mortgage insurer to rescind

coverage or deny a claim. Where a claim has not been properly paid as a result of lender non-compliance with their

obligation to maintain coverage, the lender is required to make us whole for losses not covered by the insurer. The risk

of coverage rescission is mitigated by the rescission relief principles we require in mortgage insurer master policies, and

may also be mitigated by the quality control standards required by private mortgage insurer eligibility requirements

(“PMIERs”). Generally, the rescission relief principles align with our representation and warranty framework and require

our primary mortgage insurers to waive their rescission rights after a mortgage has performed for at least 36 months or

if they have completed a full review of the loan and found no significant defects.

| MD&A | Risk Management | Institutional Counterparty Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 134 | | --- | --- |

In describing our mortgage insurance coverage, “insurance in force” refers to the unpaid principal balance of single-

family loans in our conventional guaranty book of business covered under the applicable mortgage insurance policies.

Our total mortgage insurance in force was $755.8 billion, or 21% of our single-family conventional guaranty book of

business, as of December 31, 2023, compared with $744.3 billion, or 20% of our single-family conventional guaranty

book of business, as of December 31, 2022.

“Risk in force” refers to the maximum potential loss recovery under the applicable mortgage insurance policies in force

and is generally based on the loan-level insurance coverage percentage and, if applicable, any aggregate pool loss

limit, as specified in the policy. As of December 31, 2023, our total mortgage insurance risk in force was $200.1 billion,

or 6% of our single-family conventional guaranty book of business, compared with $193.8 billion, or 5% of our single-

family conventional guaranty book of business, as of December 31, 2022.

Our total mortgage insurance in force and risk in force excludes insurance coverage provided by federal government

entities and credit insurance obtained through CIRT deals.

The charts below display our mortgage insurer counterparties that provided 10% or more of the risk-in-force mortgage

insurance coverage on the loans in our single-family conventional guaranty book of business.

Mortgage Insurer Concentration(1)

Mortgage Guaranty Insurance Corp.	Arch Capital Group Ltd.	Radian Guaranty, Inc.
Enact Mortgage Insurance Corp.	Essent Guaranty, Inc.	National Mortgage Insurance Corp.
Others

(1)Insurance coverage amounts provided for each counterparty may include coverage provided by affiliates and subsidiaries of the

counterparty.

As of December 31, 2023, less than 1% of our total risk-in-force coverage was held with three mortgage insurers that

are in run-off, and therefore are no longer approved to write new insurance with us, compared with 1% as of December

31, 2022.

Mortgage insurers must meet and maintain compliance with PMIERs to be eligible to write mortgage insurance on loans

acquired by Fannie Mae. The PMIERs are designed to ensure that mortgage insurers have sufficient liquid assets to

pay all claims under a hypothetical future stress scenario.

See “Risk Factors—Credit Risk” for a discussion of the risks to our business of claims under our mortgage insurance

policies not being paid in full or at all.

Reinsurers

We use CIRT deals to transfer credit risk on a pool of loans to an insurance provider that retains the risk, or to an

insurance provider that simultaneously cedes all of its risk to one or more reinsurers. In CIRT transactions, we select the

insurance providers and approve the allocation of coverage that may be simultaneously transferred to reinsurers by a

| MD&A | Risk Management | Institutional Counterparty Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 135 | | --- | --- |

direct provider of our CIRT insurance coverage. We take certain steps to increase the likelihood that we will recover on

the claims we file with the insurers, including the following:

•In our approval and selection of CIRT insurers and reinsurers, we take into account the financial strength of

those companies and the concentration risk that we have with those counterparties.

•We monitor the financial strength of CIRT insurers and reinsurers to confirm compliance with our requirements

and to minimize potential exposure. Changes in the financial strength of an insurer or reinsurer may impact our

future allocation of new CIRT insurance coverage to those providers. In addition, a material deterioration of the

financial strength of a CIRT insurer or reinsurer may permit us to terminate existing CIRT coverage pursuant to

terms of the CIRT insurance policy.

•We require a portion of the insurers’ or reinsurers’ obligations in a CIRT transaction to be collateralized with

highly-rated liquid assets held in a trust account. The required amount of collateral is initially determined

according to the ratings of the insurer or reinsurer. Contractual provisions require additional collateral to be

posted in the event of adverse developments with the counterparty, such as a ratings downgrade to specified

levels.

The charts below display the concentration of our credit risk exposure to our top five CIRT counterparties, measured by

maximum liability to us, excluding the benefit of collateral we hold to secure the counterparties’ obligations.

CIRT Counterparty Concentration

Top 5	Others

•As of December 31, 2023, our CIRT counterparties had a maximum liability to us of $16.9 billion.

•As of December 31, 2023, $4.7 billion in liquid assets securing CIRT counterparties’ obligations were held in

trust accounts.

•Our top five CIRT counterparties had a maximum liability to us of $8.6 billion as of December 31, 2023,

compared with $7.4 billion as of December 31, 2022.

For information on our credit risk transfer transactions, see “Single-Family Business—Single-Family Mortgage Credit

Risk Management—Single-Family Credit Enhancement and Transfer of Mortgage Credit Risk—Credit Risk Transfer

Transactions” and “Multifamily Business—Multifamily Mortgage Credit Risk Management—Transfer of Multifamily

Mortgage Credit Risk.”

Multifamily Lenders with Risk Sharing

We enter into risk sharing agreements with multifamily lenders, primarily through the DUS program, pursuant to which

the lenders agree to bear all or some portion of the credit losses on the covered loans. Our maximum potential loss

recovery from lenders under risk sharing agreements on multifamily loans was $111.9 billion as of December 31, 2023,

compared with $103.9 billion as of December 31, 2022. As of December 31, 2023, 52% of our maximum potential loss

recovery on multifamily loans was from five DUS lenders compared with 53% as of December 31, 2022.

As noted above in “Multifamily Business—Multifamily Mortgage Credit Risk Management—Transfer of Multifamily

Mortgage Credit Risk,” our primary multifamily delivery channel is our DUS program, which is composed of lenders that

| MD&A | Risk Management | Institutional Counterparty Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 136 | | --- | --- |

range from large depositories to independent non-bank financial institutions. As of December 31, 2023, approximately

31% of the unpaid principal balance of loans in our multifamily guaranty book of business serviced by our DUS lenders

was from institutions with an external investment grade credit rating or a guaranty from an affiliate with an external

investment grade credit rating, compared with approximately 32% as of December 31, 2022. Given the recourse nature

of the DUS program, DUS lenders are bound by eligibility standards that dictate, among other items, minimum capital

and liquidity levels, and the posting of collateral at a highly rated custodian to secure a portion of the lenders’ future

obligations. We actively monitor the financial condition of these lenders to help ensure the level of risk remains within

our standards and to ensure required capital levels are maintained and are in alignment with actual and modeled loss

projections.

Mortgage Servicers and Sellers

The primary risk associated with mortgage servicers that service the loans in our guaranty book of business is that they

will fail to fulfill their servicing obligations. See “Single-Family Business—Single-Family Primary Business Activities—

Single-Family Mortgage Servicing” and “Multifamily Business—Multifamily Primary Business Activities—Multifamily

Mortgage Servicing” for more discussion on the services performed by our mortgage servicers.

A servicing contract breach could result in credit losses for us or could cause us to incur the cost of finding a

replacement servicer. Replacing a mortgage servicer can result in potentially significant increases in our costs, as well

as increased operational risks. If a mortgage servicer fails, it could result in a temporary disruption in servicing and loss

mitigation activities relating to the loans serviced by that mortgage servicer, particularly if there is a loss of experienced

servicing personnel. See “Risk Factors—Credit Risk” for a discussion of additional risks to our business and financial

results associated with mortgage servicers.

We mitigate these risks in several ways, including by:

•establishing minimum standards and financial requirements for our servicers;

•monitoring financial and portfolio performance as compared with peers and internal benchmarks;

•for our largest mortgage servicers, conducting periodic financial reviews to confirm compliance with servicing

guidelines and servicing performance expectations; and

•identifying a group of servicers as potential contingency sub-servicers to which we could transfer the servicing

of some of the loans in our guaranty book in the event one or more of our top mortgage servicers is not able or

permitted to continue servicing our loans on our behalf.

We may take one or more of the following actions to mitigate our credit exposure to mortgage servicers that present a

higher risk:

•require a guaranty of obligations by higher-rated entities;

•transfer exposure to third parties;

•require collateral;

•establish more stringent financial requirements;

•work with underperforming major servicers to improve operational processes; and

•suspend or terminate the selling and servicing relationship if deemed appropriate.

As of December 31, 2023, over half of our single-family guaranty book was serviced by non-depositories and we expect

this concentration will increase further. Non-depository servicers also serviced over half of our multifamily guaranty book

as of December 31, 2023.

Compared with depository financial institutions, these institutions pose additional risks to us because they generally

have lower financial strength and liquidity as compared with our mortgage servicer counterparties that are depository

institutions. Unlike for depository servicers, much of the capital of non-depository servicers is represented by the value

of mortgage servicing rights, which is subject to variability based on market conditions and therefore is an important

factor in determining capital adequacy. Non-depository servicers also are generally not subject to the same level of

regulatory oversight as our mortgage servicer counterparties that are depository institutions. We require non-depository

servicers to meet minimum liquidity requirements to maintain eligibility with Fannie Mae. We actively monitor the

financial condition and capital adequacy of non-depository servicers, including their compliance with our requirements.

| MD&A | Risk Management | Institutional Counterparty Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 137 | | --- | --- |

The charts below display the percentage of our single-family conventional guaranty book of business serviced by our

top five depository single-family mortgage servicers and top five non-depository single-family mortgage servicers.

Single-Family Mortgage Servicer Concentration

Top 5 depository servicers	Top 5 non-depository servicers	Others

None of our single-family mortgage servicers serviced 10% or more of our single-family conventional guaranty book of

business as of December 31, 2023 or 2022. See “Risk Factors—Credit Risk” for more information about risks relating to

non-depository servicers.

The charts below display the percentage of our multifamily guaranty book of business serviced by our top five

depository multifamily mortgage servicers and top five non-depository multifamily mortgage servicers.

Multifamily Mortgage Servicer Concentration

Top 5 depository servicers	Top 5 non-depository servicers	Others

As of December 31, 2023, Walker & Dunlop, Inc. and Wells Fargo Bank, N.A. (together with its affiliates) serviced 13%

and 10%, respectively, of our multifamily guaranty book of business based on unpaid principal balance, compared with

13% and 11% as of December 31, 2022. No other multifamily mortgage servicers serviced 10% or more of our

multifamily guaranty book of business as of December 31, 2023 or 2022.

| MD&A | Risk Management | Institutional Counterparty Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 138 | | --- | --- |

Counterparty Credit Exposure Relating to our Corporate Liquidity Portfolio

The primary credit exposure associated with assets held in our corporate liquidity portfolio is that issuers will not repay

principal and interest in accordance with the contractual terms. If one of these counterparties fails to meet its obligations

to us under the terms of the investments, it could result in financial losses to us and have a material adverse effect on

our earnings, liquidity, financial condition and net worth. We believe the risk of default is low because our corporate

liquidity portfolio primarily consists of cash and cash equivalents, reverse repurchase agreements with a central

counterparty clearing institution or The Federal Reserve Bank of New York and U.S. Treasury securities.

As of December 31, 2023, our corporate liquidity portfolio totaled $114.3 billion and included $47.8 billion of U.S.

Treasury securities. As of December 31, 2022, our corporate liquidity portfolio totaled $116.0 billion and included $46.9

billion of U.S. Treasury securities. We mitigate our risk by monitoring the credit risk position of our corporate liquidity

portfolio. As of December 31, 2023, we held $11.8 billion in overnight unsecured deposits with six financial institutions,

compared with $11.0 billion held with five financial institutions as of December 31, 2022. The short-term credit ratings for

each of these financial institutions by S&P, Moody’s and Fitch were at least A-1 or the Moody’s or Fitch equivalent of

A-1.

See “Liquidity and Capital Management—Liquidity Management—Corporate Liquidity Portfolio” for more information on

our corporate liquidity portfolio.

Other Counterparties

Derivative Counterparty Credit Exposure

The primary credit exposure that we have on a derivative transaction is that a counterparty will default on payments

due, which could result in us having to acquire a replacement derivative from a different counterparty at a higher cost or

we may be unable to find a suitable replacement. Our derivative counterparty credit exposure relates principally to

interest-rate derivative contracts.

Derivative instruments may be privately negotiated contracts, which are often referred to as OTC derivatives, or they

may be listed and traded on an exchange where they are accepted for clearing by a derivatives clearing organization as

our cleared derivative transactions.

Actions we take to manage our derivative counterparty credit exposure relating to our OTC derivative transactions

include:

•entering into enforceable master netting arrangements with these counterparties, which allow us to net

derivative assets and liabilities with the same counterparty; and

•requiring counterparties to post collateral, which includes cash, U.S. Treasury securities, agency debt and

agency mortgage-related securities.

We manage our credit exposure relating to our cleared derivative transactions through enforceable master netting

arrangements. These arrangements allow us to net our exposure to cleared derivatives by clearing organization and by

clearing member.

Our cleared derivative transactions are submitted to a derivatives clearing organization on our behalf through a clearing

member of the organization. A contract accepted by a derivatives clearing organization is governed by the terms of the

clearing organization’s rules and arrangements between us and the clearing member of the clearing organization. As a

result, we are exposed to the institutional credit risk of both the derivatives clearing organization and the member who is

acting on our behalf. As of December 31, 2023, approximately 81% of our derivatives transactions were cleared through

a clearing organization, compared with 82% as of December 31, 2022.

See “Note 9, Derivative Instruments” and “Note 15, Netting Arrangements” for additional information on our derivative

contracts as of December 31, 2023 and 2022.

Counterparty Credit Risk Exposure Arising from the Resecuritization of Freddie Mac-Issued Securities

We have been resecuritizing Freddie Mac-issued securities since June 2019 when we began issuing UMBS, which has

increased our credit risk exposure and operational risk exposure to Freddie Mac. Although we have an indemnification

agreement with Freddie Mac, in the event Freddie Mac were to fail (for credit or operational reasons) to make a

payment on Freddie Mac securities that we had resecuritized in a Fannie Mae-issued structured security, we would be

responsible for making the entire payment on the Freddie Mac securities included in that structured security in order to

make payments on any of our outstanding single-family Fannie Mae MBS to be paid on that payment date. Accordingly,

if Freddie Mac were to fail to meet its obligations under the terms of these securities, it could have a material adverse

effect on our earnings and financial condition. We believe the risk of default by Freddie Mac is negligible because of the

funding commitment available to Freddie Mac through its senior preferred stock purchase agreement with Treasury.

| MD&A | Risk Management | Institutional Counterparty Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 139 | | --- | --- |

As of December 31, 2023, $215.6 billion in Freddie Mac securities were backing Fannie Mae-issued structured

securities, compared with $234.0 billion as of December 31, 2022. See “Risk Factors—GSE and Conservatorship Risk”

for more information on risks associated with our issuance of UMBS.

Central Counterparty Clearing Institutions

Fannie Mae is a clearing member of two divisions of Fixed Income Clearing Corporation (“FICC”), a central counterparty

(“CCP”). One FICC division clears our trades involving securities purchased under agreements to resell, securities sold

under agreements to repurchase, and other non-mortgage related securities. The other division clears our forward

purchase and sale commitments of mortgage-related securities, including dollar roll transactions. As a result of these

trades, we are required to post initial and variation margin payments as well as settle certain positions each business

day in cash. As a clearing member of FICC, we are exposed to the risk that the FICC or one or more of the CCP’s

clearing members fails to perform its obligations as described below.

•A default by or the financial or operational failure of FICC would require us to replace transactions cleared

through FICC, thereby increasing operational costs and potentially resulting in losses.

•We may also be exposed to losses if a clearing member of FICC defaults on its obligations as each clearing

member is required to absorb a portion of those fellow-clearing member losses. As a result, we could lose the

margin that we have posted to FICC. Moreover, our exposure could exceed the amount of margin that we

previously posted to FICC, since FICC’s rules require non-defaulting clearing members to cover, on a pro rata

basis, losses caused by a clearing member’s default.

We are unable to develop an estimate of the maximum potential amount of future payments that we could be required to

make to FICC under these arrangements as our exposure is dependent on the volume of trades FICC clearing

members execute now and in the future, which varies daily. Although we are unable to develop an estimate of our

maximum exposure, we expect that losses caused by any clearing member would be partially offset by the fair value of

margin posted by the defaulting clearing member and any other available assets of the CCP for those purposes. We

believe that the risk of a material loss is remote due to the FICC's margin and settlement requirements, guarantee funds

and other resources that are available in the event of a default.

We actively monitor the risks associated with the FICC in order to effectively manage this counterparty risk and our

associated liquidity exposure.

Custodial Depository Institutions

Our mortgage servicer counterparties are required by our Servicing Guide to use custodial depository institutions to hold

remittances of borrower payments of principal and interest on our behalf. If a custodial depository institution were to fail

while holding such remittances, we would be exposed to risk for balances in excess of the deposit insurance protection

and might not be able to recover all of the principal and interest payments being held by the depository on our behalf, or

there might be a substantial delay in receiving these amounts. If this were to occur, we would be required to replace

these amounts with our own funds to make payments that are due to Fannie Mae MBS certificateholders. Accordingly,

the insolvency of one of our principal custodial depository institutions could result in significant financial losses to us. To

mitigate these risks, our Servicing Guide requires our mortgage servicer counterparties to use custodial depository

institutions that are insured, that are rated as “well capitalized” by their regulator and that meet certain minimum

financial ratings from third-party agencies.

Mortgage Originators, Investors and Dealers

We are routinely exposed to pre-settlement risk through the purchase or sale of mortgage loans and mortgage-related

securities with mortgage originators, mortgage investors and mortgage dealers. The risk is the possibility that the

counterparty will be unable or unwilling to either deliver mortgage assets or compensate us for the cost to cancel or

replace the transaction. We manage this risk by determining position limits with these counterparties, based upon our

assessment of their creditworthiness, and by monitoring and managing these exposures.

Debt Security Dealers

The credit risk associated with dealers that commit to place our debt securities is that they will fail to honor their

contracts to take delivery of the debt, which could result in delayed issuance of the debt through another dealer. We

manage these risks by establishing approval standards, monitoring our exposure positions and monitoring changes in

the credit quality of dealers.

Document Custodians

We use third-party document custodians to provide loan document certification and custody services for some of the

loans that we purchase and securitize. In many cases, our lenders or their affiliates also serve as document custodians

| MD&A | Risk Management | Institutional Counterparty Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 140 | | --- | --- |

for us. Our ownership rights to the mortgage loans that we own or that back our Fannie Mae MBS could be challenged if

a lender intentionally or negligently pledges or sells the loans that we purchased or fails to obtain a release of prior liens

on the loans that we purchased, which could result in financial losses to us. When a lender or one of its affiliates acts as

a document custodian for us, the risk that our ownership interest in the loans may be adversely affected is increased,

particularly in the event the lender were to become insolvent. We mitigate these risks through legal and contractual

arrangements with these custodians that identify our ownership interest, as well as by establishing qualifying standards

for document custodians and requiring removal of the documents to our possession or to an independent third-party

document custodian if we have concerns about the solvency or competency of the document custodian.

The MERS System

The MERS® System is an electronic registry owned by Intercontinental Exchange that is widely used by participants in

the mortgage finance industry to track servicing rights and ownership of loans in the United States. A majority of the

loans we own or guarantee are registered and tracked in the MERS System. Though we believe it is unlikely, if we are

unable to use the MERS System, or if our use of the MERS System adversely affects our ability to enforce our rights

with respect to our loans registered and tracked in the MERS System, it could create operational and legal risks for us

and increase the costs and time it takes to record loans or foreclose on loans.

Market Risk Management, including Interest-Rate Risk Management

We are subject to market risk, which includes interest-rate risk and spread risk. These risks arise primarily from our

mortgage asset investments. Interest-rate risk is the risk that movements in interest rates will adversely affect the value

of our assets or liabilities or our future earnings or capital. Spread risk is the risk from changes in an instrument’s value

that relate to factors other than changes in interest rates.

Interest-Rate Risk Management

Our exposure to interest-rate risk primarily arises from two sources: our net portfolio and our consolidated MBS trusts.

Our goal is to manage interest-rate risk from our net portfolio to be neutral to changes in interest rates and volatility on

an economic basis, subject to model constraints and prevailing market conditions. We collectively define our net

portfolio as: our retained mortgage portfolio assets; our corporate liquidity portfolio; outstanding debt of Fannie Mae

used to fund the retained mortgage portfolio assets and corporate liquidity portfolio; mortgage commitments; and risk

management derivatives.

We employ an integrated interest-rate risk management strategy that allows for informed risk taking within pre-defined

corporate risk limits. Decisions regarding our strategy in managing interest-rate risk are based upon our corporate

market risk policy and limits that are approved by our Board of Directors.

We monitor current market conditions, including the interest-rate environment, to assess the impact of these conditions

on individual positions and our interest-rate risk profile. In addition to qualitative factors, we use various quantitative risk

metrics in determining the appropriate composition of our retained mortgage portfolio, our investments in non-mortgage

securities and relative mix of debt and derivatives positions in order to remain within pre-defined risk tolerance levels

that we consider acceptable. We regularly disclose two interest-rate risk metrics that estimate our interest-rate

exposure: (1) fair value sensitivity to changes in interest-rate levels and the slope of the yield curve and (2) duration

gap.

The metrics used to measure our interest-rate exposure are generated using internal models. Our internal models,

consistent with standard practice for models used in our industry, require numerous assumptions. There are inherent

limitations in any methodology used to estimate the exposure to changes in market interest rates. The reliability of our

prepayment estimates and interest-rate risk metrics depends on the availability and quality of historical data for each of

the types of securities in our net portfolio, as discussed below. When market conditions change rapidly and dramatically,

the assumptions of our models may no longer accurately capture or reflect the changing conditions. See “Risk Factors

—Operational and Model Risk” for a discussion of the risks associated with our reliance on models to manage risk.

Sources of Interest-Rate Risk Exposure

Our mortgage assets consist mainly of single-family and multifamily mortgage loans. For single-family loans, borrowers

have the option to prepay at any time before the scheduled maturity date. This prepayment uncertainty results in a

potential mismatch between the timing of receipt of cash flows related to our assets and the timing of payment of cash

flows related to our liabilities. Changes in interest rates, as well as other factors, influence mortgage prepayment rates

and duration and also affect the value of our mortgage assets. When interest rates decrease, prepayment rates on

fixed-rate mortgages generally accelerate because borrowers usually can pay off their existing mortgages and refinance

at lower rates. Accelerated prepayment rates have the effect of shortening the duration and average life of the fixed-rate

mortgage assets we hold in our net portfolio. In a declining interest-rate environment, existing mortgage assets held in

| MD&A | Risk Management | Institutional Counterparty Credit Risk Management | | --- || Fannie Mae 2023 Form 10-K | 141 | | --- | --- |

our net portfolio tend to increase in value or price because these mortgages are likely to have higher interest rates than

new mortgages, which are being originated at the then-current lower interest rates. Conversely, when interest rates

increase, prepayment rates generally slow, which extends the duration and average life of our mortgage assets and

results in a decrease in value. Interest rates also affect the value of our non-mortgage assets, which are primarily fixed-

rate securities. As interest rates decline, the value of our fixed-rate securities tend to increase with the opposite impact

when rates rise.

We are also exposed to interest-rate risk in connection with cost basis adjustments related to mortgage assets, mainly

single-family and multifamily mortgage loans, held by our consolidated MBS trusts. These cost basis adjustments often

result from upfront cash fees exchanged at the time of loan acquisition, which include buy-ups, buy-downs, and loan-

level risk-based price adjustments. The timing of when we recognize amortization income related to cost basis

adjustments may be affected by prepayments, thereby impacting our earnings. Changes in the timing of income

recognition related to cost basis adjustments impact the present value of this income. See “Consolidated Results of

Operations—Net Interest Income—Analysis of Unamortized Deferred Guaranty Fee Income” for more information on

our outstanding net cost basis adjustments related to consolidated MBS trusts.

We are also exposed to interest-rate risk in connection with the float income earned by MBS trusts on the short-term

reinvestment of loan payments received from borrowers in highly liquid investments with short maturities, such as U.S.

Treasury securities. This float income is paid to us as trust management income and recorded within “Net interest

income” in our consolidated financial statements. Changes in interest rates impact the amount of float income generated

by MBS trusts and our float reinvestment yields. Typically, interest-rate driven changes in the timing of income

recognition related to cost basis amortization are partially offset by interest-rate driven changes in the amount of float

income earned.

For additional discussion of how interest rates can affect our financial results, see “Key Market Economic Indicators—

How Interest Rates Can Affect Our Financial Results.”

Interest-Rate Risk Management Strategy

Our goal for managing the interest-rate risk of our net portfolio is to be neutral to movements in interest rates and

volatility. This involves asset selection and structuring of our liabilities to match and offset the interest-rate

characteristics of our retained mortgage portfolio and our investments in non-mortgage securities. We actively manage

the interest-rate risk of our net portfolio through a strategy incorporating the following principal elements:

•Debt Instruments. We issue a broad range of both callable and non-callable debt instruments to manage the

duration and prepayment risk of expected cash flows of the mortgage assets we own.

•Derivative Instruments. We supplement our issuance of debt with derivative instruments to further reduce

duration and prepayment risks.

•Monitoring and Active Portfolio Rebalancing. We continually monitor our risk positions and actively rebalance

our portfolio of interest rate-sensitive financial instruments to maintain a close match between the duration of

our assets and liabilities.

•Fair Value Hedge Accounting. We utilize fair value hedge accounting to align the timing of when we recognize

the interest-rate driven fair value changes in hedged mortgage loans and funding debt with derivative hedging

instruments to mitigate GAAP earnings exposure to interest-rate changes, including any short-term earnings

volatility that might result from economic hedging.

We do not currently actively manage or hedge, on an economic basis, our spread risk, or the interest-rate risk arising

from cost basis adjustments and float income associated with mortgage assets held by our consolidated MBS trusts.

Our spread risk includes the impact of changes in the spread between our mortgage assets and debt (referred to as

mortgage-to-debt spreads) after we purchase mortgage assets. For mortgage assets in our portfolio that we intend to

hold to maturity to realize the contractual cash flows, we accept period-to-period volatility in our financial performance

attributable to changes in mortgage-to-debt spreads that occur after our purchase of mortgage assets. See “Risk

Factors—Market and Industry Risk” for a discussion of the risks to our business posed by changes in interest rates and

changes in spreads. See “Earnings Exposure to Interest-Rate Risk” below for the impact of market risk on our earnings.

Debt Instruments

Historically, the primary tool we have used to fund the purchase of mortgage assets and manage the interest-rate risk

implicit in our mortgage assets is the variety of debt instruments we issue. The debt we issue is a mix that typically

consists of short- and long-term, non-callable and callable debt. The varied maturities and flexibility of these debt

combinations help us in reducing the mismatch of cash flows between assets and liabilities in order to manage the

duration risk associated with an investment in long-term fixed-rate assets. Callable debt helps us manage the

prepayment risk associated with fixed-rate mortgage assets because the duration of callable debt changes when

| MD&A | Risk Management | Market Risk Management, including Interest-Rate Risk Management | | --- || Fannie Mae 2023 Form 10-K | 142 | | --- | --- |

interest rates change in a manner similar to changes in the duration of mortgage assets. See “Liquidity and Capital

Management—Liquidity Management—Debt Funding” for additional information on our debt activity.

Derivative Instruments

Derivative instruments also are an integral part of our strategy in managing interest-rate risk. See “Note 9, Derivative

Instruments” for a description of the derivatives we use for interest-rate risk management purposes and the factors we

consider in deciding whether to use derivatives.

We use interest-rate swaps, interest-rate options and futures, in combination with our issuance of debt securities, to

better match the duration of our assets with the duration of our liabilities. We are generally an end-user of derivatives;

our principal purpose in using derivatives is to manage our aggregate interest-rate risk profile within prescribed risk

parameters. We generally only use derivatives that are relatively liquid and straightforward to value. We use derivatives

for four primary purposes:

•as a substitute for notes and bonds that we issue in the debt markets;

•to achieve risk management objectives not obtainable with debt market securities;

•to quickly and efficiently rebalance our portfolio; and

•to hedge foreign currency exposure.

Decisions regarding the repositioning of our derivatives portfolio are based upon current assessments of our interest-

rate risk profile and economic conditions, including the composition of our retained mortgage portfolio, our investments

in non-mortgage securities and relative mix of our debt and derivative positions, the interest-rate environment and

expected trends.

Measurement of Interest-Rate Risk

Below we present two quantitative metrics that provide estimates of our interest-rate risk exposure: (1) fair value

sensitivity of our net portfolio to changes in interest-rate levels and slope of yield curve; and (2) duration gap. The

metrics presented are calculated using internal models that require standard assumptions regarding interest rates and

future prepayments of principal over the remaining life of our securities. These assumptions are derived based on the

characteristics of the underlying structure of the securities and historical prepayment rates experienced at specified

interest-rate levels, taking into account current market conditions, the current mortgage rates of our existing outstanding

loans, loan age and other factors. On a regular basis, management makes judgments about the appropriateness of the

risk assessments and will make adjustments as necessary to properly assess our interest-rate exposure and manage

our interest-rate risk. The methodologies used to calculate risk estimates are periodically changed on a prospective

basis to reflect improvements in the underlying estimation process.

Interest-Rate Sensitivity to Changes in Interest-Rate Level and Slope of Yield Curve

Pursuant to a disclosure commitment with FHFA, we disclose on a monthly basis the estimated adverse impact on the

fair value of our net portfolio that would result from the following hypothetical situations:

•a 50 basis point shift in interest rates; and

•a 25 basis point change in the slope of the yield curve.

In measuring the estimated impact of changes in the level of interest rates, we assume a parallel shift in all maturities of

the SOFR or U.S. LIBOR interest-rate swap curve, as applicable.

In measuring the estimated impact of changes in the slope of the yield curve, we assume a constant 7-year rate and a

shift of 16.7 basis points for the 1-year rate and shorter tenors and an opposite shift of 8.3 basis points for the 30-year

rate. Rate shocks for remaining maturity points are interpolated. Our practice is to allow interest rates to go below zero

in the downward shock models unless otherwise prevented through contractual floors. We believe the aforementioned

interest-rate shocks for our monthly disclosures represent moderate movements in interest rates over a one-month

period.

Duration Gap

Duration gap measures the price sensitivity of our assets and liabilities in our net portfolio to changes in interest rates by

quantifying the difference between the estimated durations of our assets and liabilities. Our duration gap analysis

reflects the extent to which the estimated maturity and repricing cash flows for our assets are matched, on average,

over time and across interest-rate scenarios to those of our liabilities. A positive duration gap indicates that the duration

of our assets exceeds the duration of our liabilities. We disclose duration gap on a monthly basis under the caption

“Interest Rate Risk Disclosures” in our Monthly Summary, which is available on our website and announced in a press

release.

| MD&A | Risk Management | Market Risk Management, including Interest-Rate Risk Management | | --- || Fannie Mae 2023 Form 10-K | 143 | | --- | --- |

While our goal is to reduce the price sensitivity of our net portfolio to movements in interest rates, various factors can

contribute to a duration gap that is either positive or negative. For example, changes in the market environment can

increase or decrease the price sensitivity of our mortgage assets relative to the price sensitivity of our liabilities because

of prepayment uncertainty associated with our assets. In a declining interest-rate environment, prepayment rates tend to

accelerate, thereby shortening the duration and average life of the fixed-rate mortgage assets we hold in our net

portfolio. Conversely, when interest rates increase, prepayment rates generally slow, which extends the duration and

average life of our mortgage assets. Our debt and derivative instrument positions are used to manage the interest-rate

sensitivity of our retained mortgage portfolio and our investments in non-mortgage securities. As a result, the degree to

which the interest-rate sensitivity of our retained mortgage portfolio and our investments in non-mortgage securities is

offset will be dependent upon, among other factors, the mix of funding and other risk management derivative

instruments we use at any given point in time.

The market value sensitivities of our net portfolio are a function of both the duration and the convexity of our net

portfolio. Duration provides a measure of the price sensitivity of a financial instrument to changes in interest rates while

convexity reflects the degree to which the duration of the assets and liabilities in our net portfolio changes in response to

a given change in interest rates. We use convexity measures to provide us with information about how quickly and by

how much our net portfolio’s duration may change in different interest-rate environments. The market value sensitivity of

our net portfolio will depend on a number of factors, including the interest-rate environment, modeling assumptions and

the composition of assets and liabilities in our net portfolio, which vary over time.

Results of Interest-Rate Sensitivity Measures

The interest-rate risk measures discussed below exclude the impact of changes in the fair value of our guaranty assets

and liabilities resulting from changes in interest rates. We exclude our guaranty business from these sensitivity

measures based on our current assumption that the guaranty fee income generated from future business activity will

largely replace guaranty fee income lost due to mortgage prepayments.

The table below displays the pre-tax market value sensitivity of our net portfolio to changes in the level of interest rates

and the slope of the applicable yield curve as measured on the last day of each period presented. The table below also

provides the daily average, minimum, maximum and standard deviation values for duration gap and for the most

adverse market value impact on the net portfolio to changes in the level of interest rates and the slope of the applicable

yield curve for the three months ended December 31, 2023 and 2022.

Effective April 2023, we transitioned our portfolio interest-rate risk measurement process from using LIBOR to using

SOFR as the benchmark interest rate. This change did not have a significant impact on the measurement of our

interest-rate risk or our financial results. The interest-rate sensitivity metrics in the table below as of December 31, 2022

and for the three months ended December 31, 2022 were not revised.

The sensitivity measures displayed in the table below, which we disclose on a quarterly basis pursuant to a disclosure

commitment with FHFA, are an extension of our monthly sensitivity measures discussed above. There are three primary

differences between our monthly sensitivity disclosure and the quarterly sensitivity disclosure presented below:

•the quarterly disclosure is expanded to include the sensitivity results for larger rate level shocks of positive or

negative 100 basis points;

•the monthly disclosure reflects the estimated pre-tax impact on the market value of our net portfolio calculated

based on a daily average, while the quarterly disclosure reflects the estimated pre-tax impact calculated based

on the estimated financial position of our net portfolio and the market environment as of the last business day of

the quarter; and

•the monthly disclosure shows the most adverse pre-tax impact on the market value of our net portfolio from the

hypothetical interest-rate shocks, while the quarterly disclosure includes the estimated pre-tax impact of both

up and down interest-rate shocks.

| MD&A | Risk Management | Market Risk Management, including Interest-Rate Risk Management | | --- || Fannie Mae 2023 Form 10-K | 144 | | --- | --- | | Interest-Rate Sensitivity of Net Portfolio to Changes in Interest-Rate Level and Slope of Yield<br><br>Curve | | | | | --- | --- | --- | --- | | | As of December 31,(1)(2) | | | | | 2023 | | | | | (Dollars in millions) | | | | Rate level shock: | | | | | -100 basis points | | 53 | $(10) | | -50 basis points | | 39 | 5 | | +50 basis points | | (47) | (14) | | +100 basis points | | (93) | (35) | | Rate slope shock: | | | | | -25 basis points (flattening) | | (7) | (8) | | +25 basis points (steepening) | | 5 | 10 |

All values are in US Dollars.

	For the Three Months Ended December 31,(1)(3)
	2023				2022
	Duration<br><br>Gap	Rate Slope<br><br>Shock 25 bps			Duration<br><br>Gap	Rate Slope<br><br>Shock 25 bps
		Market Value Sensitivity				Market Value Sensitivity
	(In years)	(Dollars in millions)			(In years)	(Dollars in millions)
Average	0.03		(11)	$(27)	—		(5)	$(16)
Minimum	(0.01)		(22)	(47)	(0.04)		(10)	(36)
Maximum	0.06		(1)	2	0.04		—	(3)
Standard deviation	0.02		4	12	0.02		2	8

All values are in US Dollars.

(1)Computed based on changes in SOFR interest-rates swap curve as of and for the three months ended December 31, 2023. Computed

based on changes in U.S. LIBOR interest-rates swap curve as of and for the three months ended December 31, 2022

(2)Measured on the last business day of each period presented.

(3)Computed based on daily values during the period presented.

The market value sensitivity of our net portfolio varies across a range of interest-rate shocks depending upon the

duration and convexity profile of our net portfolio. The market value sensitivity of the net portfolio is measured by

quantifying the change in the present value of the cash flows of our financial assets and liabilities that would result from

an instantaneous shock to interest rates, assuming spreads are held constant.

We use derivatives to help manage the residual interest-rate risk exposure between the assets and liabilities in our net

portfolio. Derivatives have enabled us to keep our economic interest-rate risk exposure at consistently low levels in a

wide range of interest-rate environments. The table below displays an example of how derivatives impacted the net

market value exposure for a 50 basis point parallel interest-rate shock. For additional information on our derivative

positions, see “Note 9, Derivative Instruments.”

Derivative Impact on Interest-Rate Risk (50 Basis Points)
	As of December 31,(1)
	2023
	(Dollars in millions)
Before derivatives		(449)	$(177)
After derivatives		(47)	(14)
Effect of derivatives		402	163

All values are in US Dollars.

(1)Measured on the last business day of each period presented.

Earnings Exposure to Interest-Rate Risk

While we manage the interest-rate risk of our net portfolio with the objective of remaining neutral to movements in

interest rates and volatility on an economic basis, our earnings can experience volatility due to interest-rate changes

and differing accounting treatments that apply to certain financial instruments on our balance sheet. Specifically, we

have exposure to earnings volatility that is driven by changes in interest rates in two primary areas: our net portfolio and

| MD&A | Risk Management | Market Risk Management, including Interest-Rate Risk Management | | --- || Fannie Mae 2023 Form 10-K | 145 | | --- | --- |

our consolidated MBS trusts. The exposure in the net portfolio is primarily driven by changes in the fair value of risk

management derivatives, mortgage commitments, and certain assets, primarily securities, that are carried at fair value.

The exposure related to our consolidated MBS trusts relates to changes in our credit loss reserves and to the

amortization of cost basis adjustments resulting from changes in interest rates.

We apply fair value hedge accounting to address some of the exposure to interest rates, particularly the earnings

volatility related to changes in benchmark interest rates. Our hedge accounting program is specifically designed to

address the volatility of our financial results associated with changes in fair value related to changes in these

benchmark interest rates. As such, earnings variability driven by other factors, such as spreads or changes in cost basis

amortization recognized in net interest income, remains. In addition, our ability to effectively reduce earnings volatility is

dependent upon the volume and type of interest-rate swaps available for hedging, which is driven by our interest-rate

risk management strategy discussed above. As our range of available interest-rate swaps varies over time, our ability to

reduce earnings volatility through hedge accounting may vary as well. When the shape of the yield curve shifts

significantly from period to period, hedge accounting may be less effective. In our current program, we establish new

hedging relationships each business day to provide flexibility in our overall risk management strategy.

See “Note 1, Summary of Significant Accounting Policies” and “Note 9, Derivative Instruments” for additional information

on our fair value hedge accounting policy and related disclosures.

Liquidity and Funding Risk Management

See “Liquidity and Capital Management” for a discussion of how we manage liquidity and funding risk.

Operational Risk Management

Operational risk is the risk of loss resulting from inadequate or failed internal processes, people or systems, or

disruptions from external events. Our corporate operational risk framework aligns with our Enterprise Risk policy and

has evolved based on the changing needs of our business and FHFA regulatory guidance. The Operational Risk

Management group is responsible for overseeing and monitoring compliance with our operational risk program’s

requirements. The Operational Risk Management group reports to the Chief Risk Officer and works in conjunction with

other second line of defense teams, such as Compliance and Ethics, to oversee and aggregate the full range of

operational risks, including fraud, resiliency, business interruptions, processing errors, damage to physical assets,

workplace safety and employment practices. To quantify our operational risk exposure, we rely on the Basel

Standardized Approach, which is based on a percentage of gross income. In addition, where we deem it appropriate, we

purchase insurance policies to mitigate the impact of operational losses.

We currently use artificial intelligence and machine learning techniques in our models that support a number of business

needs. Generative artificial intelligence, or generative AI, is an evolution of artificial intelligence that is rapidly developing

and may transform the way businesses operate and make decisions, creating both opportunities for and risks to our

business. We expect to gradually increase our use of artificial intelligence to support our business needs, including

using more advanced generative AI. We are currently working on enhancing our governance and controls to support the

further development and implementation of artificial intelligence in our business processes, including implementing

guiding ethical principles on the appropriate use of artificial intelligence and enhancing our risk management framework.

We believe the use of artificial intelligence tools has significant potential to enhance employee productivity, improve our

business processes, and change the way we engage with our stakeholders.

See “Risk Factors—Operational and Model Risk” for more information regarding our operational risk, including risks

associated with artificial intelligence, and “Risk Management—Overview—Risk Management Governance” for more

information regarding our governance of operational risk management. See “Cybersecurity” for a discussion of

cybersecurity risk management.

Model Risk Management

Model risk is the risk of potential adverse consequences (such as financial loss or reputational damage) due to:

inappropriate model design; errors in model coding, implementation, inputs or assumptions; inadequate model

performance; or incorrect use or application of model outputs or reports. The use of models requires numerous

assumptions and there are inherent limitations in any methodology used to estimate macroeconomic factors such as

home prices, multifamily property values, unemployment and interest rates, and their impact on borrower behavior.

When market conditions change rapidly and dramatically, the assumptions used by models may no longer accurately

capture or reflect the changing conditions. Given the challenges of predicting future behavior, management judgment is

used throughout the modeling process, from model design decisions regarding core underlying assumptions, to

interpreting and applying final model output.

| MD&A | Risk Management | Market Risk Management, including Interest-Rate Risk Management | | --- || Fannie Mae 2023 Form 10-K | 146 | | --- | --- |

We manage model risk through a model risk management framework that establishes the roles and responsibilities for

managing model risk through the model life cycle, as well as related governance requirements. Under our model risk

management framework, model owners and users have responsibility for monitoring whether models are performing

accurately and complying with the framework’s control requirements. We have an independent model risk management

team within our Enterprise Risk Management division that is responsible for establishing and maintaining the model risk

management framework, as well as providing independent review and approval of models prior to use. We also have a

management-level Model Risk Committee that oversees risk management activities related to model risk. In addition to

internally-developed models, we also use third-party models.

While we employ strategies to manage and govern the risks associated with our use of models, they have not always

been fully effective. Errors have been discovered in some of the models we use, as well as deficiencies in our current

processes for managing model risk. We are currently working on a number of remediation activities relating to our

models, including improving our processes for model governance, development, implementation and testing.

See “Risk Factors—Operational and Model Risk” for a discussion of the risks associated with the use of models,

including our use of third-party models and third-party data providers.

Critical Accounting Estimates

The preparation of financial statements in accordance with GAAP requires management to make a number of

judgments, estimates and assumptions that affect the reported amount of assets, liabilities, income and expenses in our

consolidated financial statements. Understanding our accounting policies and the extent to which we use management

judgment and estimates in applying these policies is integral to understanding our financial statements. We describe our

most significant accounting policies in “Note 1, Summary of Significant Accounting Policies.”

We evaluate our critical accounting estimates and judgments required by our policies on an ongoing basis and update

them as necessary based on changing conditions. Management has discussed any significant changes in judgments

and assumptions in applying our critical accounting estimates with the Audit Committee of our Board of Directors. See

“Risk Factors—General Risk” for a discussion of the risks associated with the need for management to make judgments

and estimates in applying our accounting policies and methods. We have identified one of our accounting estimates,

allowance for loan losses, as critical because it involves significant judgments and assumptions about highly complex

and inherently uncertain matters, and the use of reasonably different judgments and assumptions could have a material

impact on our reported results of operations or financial condition.

Allowance for Loan Losses

The allowance for loan losses is an estimate of single-family and multifamily HFI loan receivables that we expect will not

be collected related to loans held by Fannie Mae or by consolidated Fannie Mae MBS trusts. The expected credit losses

are deducted from the amortized cost basis of HFI loans to present the net amount expected to be received.

The allowance for loan losses involves substantial judgment on a number of matters including the development and

weighting of macroeconomic forecasts, the reversion period applied, the assessment of similar risk characteristics,

which determines the historic loss experience used to derive probability of loan default, the valuation of collateral, and

the determination of a loan’s remaining expected life. Our most significant judgments involved in estimating our

allowance for loan losses relate to the modeled macroeconomic data used to develop reasonable and supportable

forecasts for key economic drivers, which are subject to significant inherent uncertainty. Most notably, for single-family,

the model uses forecasted single-family home prices as well as a range of possible future interest rate environments.

For multifamily, the model uses forecasted rental income and property valuations over the remaining life of each

mortgage loan. In developing a reasonable and supportable forecast, the model simulates multiple paths of interest

rates, rental income and property values based on current market conditions.

Quantitative Component

We use a discounted cash flow method to measure expected credit losses on our single-family mortgage loans and an

undiscounted loss method to measure expected credit losses on our multifamily mortgage loans.

Our modeled loan performance is based on our historical experience of loans with similar risk characteristics adjusted to

reflect current conditions and reasonable and supportable forecasts. Our historical loss experience and our loan loss

estimates capture the possibility of a multitude of events, including remote events that could result in credit losses on

loans that are considered low risk. Our credit loss models, including the macroeconomic forecast data used as key

inputs, are subject to our model oversight and review processes as well as other established governance and controls.

| MD&A | Risk Management | Model Risk Management | | --- || Fannie Mae 2023 Form 10-K | 147 | | --- | --- |

Qualitative Component

Our process for measuring expected credit losses is complex and involves significant management judgment, including

a reliance on historical loss information and current economic forecasts that may not be representative of credit losses

we ultimately realize. Management adjustments may be necessary to take into consideration external factors and

current macroeconomic events that have occurred but are not yet reflected in the data used to derive the model outputs.

Qualitative factors and events not previously observed by the models through historical loss experience may also be

considered, as well as the uncertainty of their impact on credit loss estimates.

Macroeconomic Variables and Sensitivities

Our benefit or provision for credit losses can vary substantially from period to period based on forecasted

macroeconomic drivers; primarily home prices and interest rates related to our single-family book of business, which for

the purposes of macroeconomic model inputs, we have determined are the most significant judgments used in our

estimation of credit losses. We develop regional forecasts for single-family home prices using a multi-path simulation

that captures home price projections over a five-year period, which is the period for which we can develop reasonable

and supportable forecasts. After the five-year period, the home price forecast reverts to a historical long-term growth

rate. Additionally, our model projects the range of possible interest rate scenarios over the life of the loan. This process

captures multiple possible outcomes of what could be more or less favorable economic environments for the borrower,

and therefore will increase or decrease the likelihood of default or prepayment depending on the environment in each

path of the simulation.

The table below provides information about our most significant key macroeconomic inputs used in determining our

single-family allowance for loan losses: forecasted home price growth rates and interest rates. Although the model

consumes a wide range of possible regional home price forecasts and interest rate scenarios that take into account

inherent uncertainty, the forecasts below represent the mean path of those simulations used in determining the

allowance for each quarter during the years ended December 31, 2023 and 2022, and how those forecasts have

changed between periods of estimate. Below we present our home price growth and interest rate estimates used in our

estimate of expected credit losses. Our forecasts include estimates for periods beyond 2025 that are not presented in

the table below.

| MD&A | Critical Accounting Estimates | | --- || Fannie Mae 2023 Form 10-K | 148 | | --- | --- | | Select Single-Family Macroeconomic Model Inputs(1) | | | | | --- | --- | --- | --- | | Forecasted home price growth (decline) rate by period of estimate:(2) | | | | | | For the Full Year ending December 31, | | | | | 2023 | 2024 | 2025 | | Fourth Quarter 2023 | 7.1% | 3.2% | 0.3% | | Third Quarter 2023 | 6.7 | 2.8 | (0.4) | | Second Quarter 2023 | 3.9 | (0.7) | (1.5) | | First Quarter 2023 | (1.2) | (2.2) | (1.1) | | | For the Full Year ending December 31, | | | | | 2022 | 2023 | 2024 | | Fourth Quarter 2022 | 8.4% | (4.2)% | (2.3)% | | Third Quarter 2022 | 9.0 | (1.5) | (1.4) | | Second Quarter 2022 | 16.0 | 4.4 | 0.5 | | First Quarter 2022 | 10.8 | 3.2 | 1.3 | | Forecasted 30-year interest rates by period of estimate:(3) | | | | | | Through the end<br><br>of December 31, | For the Full Year ending<br><br>December 31, | | | | 2023 | 2024 | 2025 | | Fourth Quarter 2023 | 6.8% | 6.4% | 6.0% | | Third Quarter 2023 | 7.5 | 7.2 | 6.8 | | Second Quarter 2023 | 6.7 | 6.0 | 5.8 | | First Quarter 2023 | 6.2 | 5.7 | 5.5 | | | Through the end<br><br>of December 31, | For the Full Year ending<br><br>December 31, | | | | 2022 | 2023 | 2024 | | Fourth Quarter 2022 | 6.5% | 6.5% | 6.0% | | Third Quarter 2022 | 6.8 | 6.7 | 6.2 | | Second Quarter 2022 | 5.7 | 5.4 | 5.2 | | First Quarter 2022 | 4.7 | 4.8 | 4.7 |

(1) These forecasts are provided here solely for the purpose of providing insight into our credit loss model. Forecasts for future periods are

subject to significant uncertainty, which increases for periods that are further in the future. We provide our most recent forecasts for certain

macroeconomic and housing market conditions in “Key Market Economic Indicators.” In addition, each month our Economic & Strategic

Research group provides its forecast of economic and housing market conditions, which are available in the “About Us/Research and

Insights” section of our website, www.fanniemae.com. Information on our website is not incorporated into this report.

(2) These estimates are based on our national home price index, which is calculated differently from the S&P/Case-Shiller U.S. National Home

Price Index and therefore results in different percentages for comparable growth. We periodically update our home price growth estimates

and forecasts as new data become available. As a result, the forecast data in this table may also differ from the forecasted home price

growth rate presented in “Key Market Economic Indicators,” because that section reflects our most recent forecast as of the filing date of

this report, while this table reflects the quantitative forecast data we used in our model to estimate credit losses for the periods shown.

Management continues to monitor macroeconomic updates to our inputs in our credit loss model from the time they are approved as part

of our established governance process, to ensure the reasonableness of the inputs used to calculate estimated credit losses. The forecast

data excludes the impact of any qualitative adjustments.

(3)Forecasted 30-year interest rates represent the mean of possible future interest rate environments that are simulated by our interest rate

model and used in the estimation of credit losses. Forecasts through the end of December 31, 2023 and 2022, represent the average

forecasted rate from the quarter-end through the calendar year end of December 31st. The fourth quarter of 2023 and 2022 interest rates

represent the 30-year interest rate as of December 31, 2023 and December 31, 2022, respectively. This table reflects the forecasted

interest rate data we used in estimating credit losses for the periods shown and does not reflect changes in interest rates that occurred

after the forecast date.

| MD&A | Critical Accounting Estimates | | --- || Fannie Mae 2023 Form 10-K | 149 | | --- | --- |

It is difficult to estimate how potential changes in any one factor or input might affect the overall credit loss estimates,

because management considers a wide variety of factors and inputs in estimating the allowance for loan losses.

Changes in the factors and inputs considered may not occur at the same rate and may not be consistent across all

geographies or loan types, and changes in factors and inputs may be directionally inconsistent, such that improvement

in one factor or input may offset deterioration in others. Changes in our assumptions and forecasts of economic

conditions could significantly affect our estimate of expected credit losses and lead to significant changes in the

estimate from one reporting period to the next.

As noted above, our allowance for loan losses is sensitive to changes in home prices and interest rate changes. To

consider the impact of a hypothetical change in home prices, assuming a positive one-percentage point change in the

home price growth rate for the first twelve months of the forecast, on a normalized basis, with all other factors held

constant, the single-family allowance for loan losses as of December 31, 2023 would decrease by approximately 3%.

Conversely, assuming a negative one-percentage point change in the home price growth rate for the first twelve months

of the forecast, on a normalized basis, the single-family allowance for loan losses would increase by approximately 4%.

To consider the impact of a hypothetical change in 30-year interest rates, assuming a 50-basis point increase in

estimated 30-year interest rates, with all other factors held constant, the single-family allowance for loan losses as of

December 31, 2023 would increase by approximately 4%. Conversely, assuming a 50-basis point decrease in 30-year

interest rates, the single-family allowance for loan losses would decrease by approximately 3%.

These sensitivity analyses are hypothetical and are provided solely for the purpose of providing insight into our credit

loss model inputs. In addition, sensitivities for home price and interest rate changes are non-linear. As a result, changes

in these estimates are not incrementally proportional. The purpose of this analysis is to provide an indication of the

impact of home price appreciation and 30-year interest rates on the estimate of the allowance for credit losses. For

example, it is not intended to imply management’s expectation of future changes in our forecasts or any other variables

that may change as a result.

We provide more detailed information on our accounting for the allowance for loan losses in “Note 1, Summary of

Significant Accounting Policies.” See “Note 5, Allowance for Loan Losses” for additional information about our current

period benefit (provision) for loan losses.

See “Key Market Economic Indicators” for additional information about how home prices can affect our credit loss

estimates, including a discussion of home price growth rates and our home price forecast. Also see “Consolidated

Results of Operations—Benefit (Provision) for Credit Losses” for information on how our home price forecast impacted

our single-family benefit (provision) for credit losses.

Impact of Future Adoption of New Accounting Guidance

We have not identified recently issued accounting changes that are expected to materially impact our future

consolidated financial statements. See “Note 1, Summary of Significant Accounting Policies” for recently implemented

accounting guidance.

Glossary of Terms Used in This Report

Terms used in this report have the following meanings, unless the context indicates otherwise.

“Agency mortgage-related securities” refers to mortgage-related securities issued by Fannie Mae, Freddie Mac and

Ginnie Mae.

“Back-end credit risk transfer transactions” refers to credit enhancements that we obtain after acquiring a loan.

“Business volume” refers to the sum in any given period of the unpaid principal balance of: (1) the mortgage loans and

mortgage-related securities we purchase for our retained mortgage portfolio; (2) the mortgage loans we securitize into

Fannie Mae MBS that are acquired by third parties; and (3) credit enhancements that we provide on our mortgage

assets. It excludes mortgage loans we securitize from our portfolio and the purchase of Fannie Mae MBS for our

retained mortgage portfolio.

“Capital reserve end date” refers to the date that is the last day of the second consecutive fiscal quarter during which we

have had and maintained capital equal to, or in excess of, all of the capital requirements and buffers under the

enterprise regulatory capital framework.

“Connecticut Avenue Securities” or “CAS” refers to a type of security that allows Fannie Mae to transfer a portion of the

credit risk from loan reference pools, consisting of certain mortgage loans in our guaranty book of business, to third-

party investors.

| MD&A | Critical Accounting Estimates | | --- || Fannie Mae 2023 Form 10-K | 150 | | --- | --- |

“Connecticut Avenue Securities Credit-Linked Notes” or “CAS CLNs” refers to Connecticut Avenue Securities that are

structured as securities issued by trusts that do not qualify as REMICs.

“Connecticut Avenue Securities REMICs” or “CAS REMICs” refers to Connecticut Avenue Securities that are structured

as notes issued by trusts that qualify as REMICs.

“Conventional mortgage” refers to a mortgage loan that is not guaranteed or insured by the U.S. government or its

agencies, such as the VA, the FHA or the Rural Development Housing and Community Facilities Program of the

Department of Agriculture.

“Credit enhancement” refers to an agreement used to reduce credit risk by requiring collateral, letters of credit,

mortgage insurance, corporate guarantees, inclusion in a credit risk transfer transaction reference pool, or other

agreements to provide an entity with some assurance that it will be compensated to some degree in the event of a

financial loss.

“Credit Insurance Risk Transfer” or “CIRT” refers to insurance transactions whereby we obtain actual loss coverage on

pools of loans either directly from an insurance provider that retains the risk, or from an insurance provider that

simultaneously cedes all of its risk to one or more reinsurers.

“Debt Service Coverage Ratio” or “DSCR” refers to a ratio of net cash flow to the annualized debt service, which may

include both principal and interest payments, of a multifamily property.

“Deferred Guaranty Fee Income” refers to income primarily from the upfront fees that we receive at the time of loan

acquisition related to single-family loan-level price adjustments or other fees we receive from lenders, which are

amortized over the contractual life of the loan. Deferred guaranty fee income also includes the amortization of cost basis

adjustments on our mortgage loans and debt of consolidated trusts that are not associated with upfront fees.

“Desktop Underwriter” or “DU” refers to our proprietary automated underwriting system used by mortgage lenders to

evaluate the substantial majority of our single-family loan acquisitions.

“Delegated Underwriting and Servicing Program” or “DUS Program” refers to our multifamily business program whereby

DUS lenders, who must be pre-approved by us, are delegated the authority to underwrite and service loans for delivery

to us in accordance with our standards and requirements.

“Enterprise Regulatory Capital Framework” refers to the regulatory capital framework established by FHFA applicable to

us that was initially published in December 2020 and subsequently amended in 2022 and 2023, as described in

“Business—Legislation and Regulation—Capital Requirements.”

“FHFA” refers to the Federal Housing Finance Agency. FHFA is an independent agency of the federal government with

general supervisory and regulatory authority over Fannie Mae, Freddie Mac and the Federal Home Loan Banks. FHFA

is our safety and soundness regulator and our mission regulator. FHFA also has been acting as our conservator since

September 2008. For more information on FHFA’s authority as our conservator and as our regulator, see “Business—

Conservatorship and Treasury Agreements” and “Business—Legislation and Regulation.”

“Front-end credit enhancements” refers to credit enhancements that we obtain at the time we acquire a loan.

“GSE” refers to the government-sponsored enterprises Fannie Mae or Freddie Mac.

“GSE Act” refers to the Federal Housing Enterprises Financial Safety and Soundness Act of 1992, as amended.

“Guaranty book of business” refers to the sum of the unpaid principal balance of: (1) Fannie Mae MBS outstanding

(excluding the portions of any structured securities Fannie Mae issues that are backed by Freddie Mac securities);

(2) mortgage loans of Fannie Mae held in our retained mortgage portfolio; and (3) other credit enhancements that we

provide on mortgage assets. It also excludes non-Fannie Mae mortgage-related securities held in our retained mortgage

portfolio for which we do not provide a guaranty.

“HFI loans” or “held-for-investment loans” refer to mortgage loans we acquire for which we have the ability and intent to

hold for the foreseeable future or until maturity.

“HFS loans” or “held-for-sale loans” refer to mortgage loans we acquire that we intend to sell or securitize via trusts that

will not be consolidated.

“Low Income Housing Tax Credit program” or “LIHTC program” refers to a federal program that encourages private

equity investment in creating and preserving affordable units throughout the country by awarding federal tax credits to

affordable housing developers, who then exchange those tax credits with corporate investors in return for capital

contributions.

“Loans,” “mortgage loans” and “mortgages” refer to both whole loans and loan participations, secured by residential real

estate, cooperative shares or by manufactured housing units.

| MD&A | Glossary of Terms Used in This Report | | --- || Fannie Mae 2023 Form 10-K | 151 | | --- | --- |

“Loss reserves” consists of our allowance for loan losses and our reserve for guaranty losses.

“Mortgage assets,” when referring to our assets, refers to both mortgage loans and mortgage-related securities we hold

in our retained mortgage portfolio. For purposes of the senior preferred stock purchase agreement, the definition of

mortgage assets is based on the unpaid principal balance of such assets and does not reflect market valuation

adjustments, allowance for loan losses, impairments, unamortized premiums and discounts and the impact of our

consolidation of variable interest entities. Our mortgage asset calculation also includes 10% of the notional value of

interest-only securities we hold. We disclose the amount of our mortgage assets for purposes of the senior preferred

stock purchase agreement on a monthly basis in the “Endnotes” to our Monthly Summaries, which are available on our

website and announced in a press release.

“Mortgage-backed securities” or “MBS” refers generally to securities that represent beneficial interests in pools of

mortgage loans or other mortgage-related securities. These securities may be issued by Fannie Mae or by others.

“Multifamily Connecticut Avenue Securities” or “MCAS” refers to Connecticut Avenue Securities that are structured as

notes issued by trusts to transfer credit risk on our multifamily guaranty book of business to third-party investors.

“Multifamily mortgage loan” refers to a mortgage loan secured by a property containing five or more residential dwelling

units.

“New business purchases” refers to single-family and multifamily whole mortgage loans purchased during the period

and single-family and multifamily mortgage loans underlying Fannie Mae MBS issued during the period pursuant to

lender swaps.

“Notional amount” refers to the hypothetical dollar amount in an interest rate swap transaction on which exchanged

payments are based. The notional amount in an interest rate swap transaction generally is not paid or received by either

party to the transaction, or generally perceived as being at risk. The notional amount is typically significantly greater

than the potential market or credit loss that could result from such transaction.

“Outstanding Fannie Mae MBS” refers to the total unpaid principal balance of any type of mortgage-backed security that

we issue, including UMBS, Supers, REMICs and other types of single-family or multifamily mortgage-backed securities

that are held by third-party investors or in our retained mortgage portfolio. For securities held by third-party investors, it

excludes the portions of any structured securities Fannie Mae issues that are backed by Freddie Mac-issued securities.

“Private-label securities” refers to mortgage-related securities issued by entities other than agency issuers Fannie Mae,

Freddie Mac or Ginnie Mae.

“Refi Plus loans” refers to loans we acquired under our Refi Plus initiative, which offered refinancing flexibility to eligible

Fannie Mae borrowers who were current on their loans and who applied prior to the initiative’s December 31, 2018

sunset date. Refi Plus had no limits on maximum LTV ratio and provided mortgage insurance flexibilities for loans with

LTV ratios greater than 80%.

“REMIC” or “Real Estate Mortgage Investment Conduit” refers to a type of mortgage-related security in which interest

and principal payments from mortgages or mortgage-related securities are structured into separately traded securities.

“REO” refers to real-estate owned by Fannie Mae because we have foreclosed on the property or obtained the property

through a deed-in-lieu of foreclosure.

“Representations and warranties” refers to a lender’s assurance that a mortgage loan sold to us complies with the

standards outlined in our Mortgage Selling and Servicing Contract, which incorporates the Selling and Servicing Guides,

including underwriting and documentation. Violation of any representation or warranty is a breach of the lender contract,

including the warranty that the loan complies with all applicable requirements of the contract, which provides us with

certain rights and remedies.

“Retained mortgage portfolio” refers to the mortgage-related assets we own (excluding the portion of assets that back

mortgage-related securities owned by third parties).

“Single-family mortgage loan” refers to a mortgage loan secured by a property containing four or fewer residential

dwelling units.

“Structured Fannie Mae MBS” refers to Fannie Mae securitizations that are resecuritizations of UMBS, MBS, or

previously-issued structured securities. Our structured securities can be commingled—that is, they can include Freddie

Mac securities as part or all of the underlying collateral for the security.

“TCCA fees” refers to the expense recognized as a result of the 10 basis point increase in guaranty fees on all single-

family mortgages delivered to us on or after April 1, 2012 pursuant to the Temporary Payroll Tax Cut Continuation Act of

2011 and as extended by the Infrastructure Investment and Jobs Act, which we pay to Treasury on a quarterly basis.

| MD&A | Glossary of Terms Used in This Report | | --- || Fannie Mae 2023 Form 10-K | 152 | | --- | --- |

“TDR” or “troubled debt restructuring” refers to a modification to the contractual terms of a loan that results in granting a

concession to a borrower experiencing financial difficulties. Effective January 1, 2022, we adopted ASU 2022-02, which

eliminated TDR accounting prospectively for all restructurings occurring on or after January 1, 2022.

“Uniform Mortgage-Backed Securities” or “UMBS” refers to uniform single-family mortgage-backed securities issued by

Fannie Mae or Freddie Mac that are directly backed by fixed-rate mortgage loans and generally eligible for trading in the

to-be-announced (“TBA”) market.

“Write-off” refers to loan amounts written off as uncollectible bad debts. These loan amounts are removed from our

consolidated balance sheet and charged against our loss reserves when the balance is deemed uncollectible, which is

generally at foreclosure or other liquidation events (such as a deed-in-lieu of foreclosure or a short-sale). Also includes

write-offs related to the redesignation of loans from held for investment to held for sale.

“Yield maintenance fees” refers to multifamily prepayment premiums, which are fees that a multifamily borrower typically

pays when they prepay their loan.

Item 7A.  Quantitative and Qualitative Disclosures about Market Risk

Information about market risk is set forth in “MD&A—Risk Management—Market Risk Management, including Interest-

Rate Risk Management.”

Item 8.  Financial Statements and Supplementary Data

Our consolidated financial statements and notes thereto are included elsewhere in this annual report on Form 10-K as

described below in “Exhibits, Financial Statement Schedules.”

Item 9.  Changes in and Disagreements with Accountants on

Accounting and Financial Disclosure

None.

Item 9A.  Controls and Procedures

Overview

We are required under applicable laws and regulations to maintain controls and procedures, which include disclosure

controls and procedures as well as internal control over financial reporting, as further described below.

Evaluation of Disclosure Controls and Procedures

Disclosure Controls and Procedures

Disclosure controls and procedures refer to controls and other procedures designed to provide reasonable assurance

that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed,

summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and

procedures include, without limitation, controls and procedures designed to provide reasonable assurance that

information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated

and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to

allow timely decisions regarding our required disclosure. In designing and evaluating our disclosure controls and

procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can

provide only reasonable assurance of achieving the desired control objectives, and management was required to apply

its judgment in evaluating and implementing possible controls and procedures.

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, management has evaluated, with the participation of our Chief

Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures in effect as of

December 31, 2023, the end of the period covered by this report. As a result of management’s evaluation, our Chief

Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at

a reasonable assurance level as of December 31, 2023, or as of the date of filing this report.

Our disclosure controls and procedures were not effective as of December 31, 2023 or as of the date of filing this report

because they did not adequately ensure the accumulation and communication to management of information known to

FHFA that is needed to meet our disclosure obligations under the federal securities laws. As a result, we were not able

to rely upon the disclosure controls and procedures that were in place as of December 31, 2023, or as of the date of this

| MD&A | Glossary of Terms Used in This Report | | --- || Fannie Mae 2023 Form 10-K | 153 | | --- | --- |

filing, and we continue to have a material weakness in our internal control over financial reporting. This material

weakness is described in more detail below under “Management’s Report on Internal Control Over Financial Reporting

—Description of Material Weakness.” Based on discussions with FHFA and the structural nature of this material

weakness, we do not expect to remediate this material weakness while we are under conservatorship.

Management’s Report on Internal Control Over Financial Reporting

Overview

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting, as defined in rules promulgated under the Exchange Act, is a process designed

by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by our Board of

Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control

over financial reporting includes those policies and procedures that:

•pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and

dispositions of our assets;

•provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

statements in accordance with GAAP, and that our receipts and expenditures are being made only in

accordance with authorizations of our management and our Board of Directors; and

•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or

disposition of our assets that could have a material effect on our financial statements.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives

because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence

and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control

over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, there is

a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial

reporting. However, these inherent limitations are known features of the financial reporting process, and it is possible to

design into the process safeguards to reduce, though not eliminate, this risk.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023. In

making its assessment, management used the criteria established in the Internal Control—Integrated Framework issued

by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in May 2013. Management’s

assessment of our internal control over financial reporting as of December 31, 2023 identified a material weakness,

which is described below. Because of this material weakness, management has concluded that our internal control over

financial reporting was not effective as of December 31, 2023 or as of the date of filing this report.

Our independent registered public accounting firm, Deloitte & Touche LLP, has issued an audit report on our internal

control over financial reporting, expressing an adverse opinion on the effectiveness of our internal control over financial

reporting as of December 31, 2023. This report is included below under the heading “Report of Independent Registered

Public Accounting Firm.”

Description of Material Weakness

The Public Company Accounting Oversight Board’s Auditing Standard 2201 defines a material weakness as a

deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable

possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or

detected on a timely basis.

Management has determined that we continued to have the following material weakness as of December 31, 2023, and

as of the date of filing this report:

•Disclosure Controls and Procedures. We have been under the conservatorship of FHFA since September 2008.

Under the GSE Act, FHFA is an independent agency that currently functions as both our conservator and our

regulator with respect to our safety, soundness and mission. Because of the nature of the conservatorship

under the GSE Act, which places us under the “control” of FHFA (as that term is defined by securities laws),

some of the information that we may need to meet our disclosure obligations may be solely within the

knowledge of FHFA. As our conservator, FHFA has the power to take actions without our knowledge that could

be material to our stockholders and other stakeholders, and could significantly affect our financial performance

or our continued existence as an ongoing business. Although we and FHFA attempted to design and implement

disclosure policies and procedures that would account for the conservatorship and accomplish the same

objectives as a disclosure controls and procedures policy of a typical reporting company, there are inherent

| Controls and Procedures | | --- || Fannie Mae 2023 Form 10-K | 154 | | --- | --- |

structural limitations on our ability to design, implement, operate and test effective disclosure controls and

procedures. As both our regulator and our conservator under the GSE Act, FHFA is limited in its ability to design

and implement a complete set of disclosure controls and procedures relating to Fannie Mae, particularly with

respect to current reporting pursuant to Form 8-K. Similarly, as a regulated entity, we are limited in our ability to

design, implement, operate and test the controls and procedures for which FHFA is responsible.

Due to these circumstances, we have not been able to update our disclosure controls and procedures in a

manner that adequately ensures the accumulation and communication to management of information known to

FHFA that is needed to meet our disclosure obligations under the federal securities laws, including disclosures

affecting our consolidated financial statements. As a result, we did not maintain effective controls and

procedures designed to ensure complete and accurate disclosure as required by GAAP as of December 31,

2023, or as of the date of filing this report. Based on discussions with FHFA and the structural nature of this

weakness, we do not expect to remediate this material weakness while we are under conservatorship.

Mitigating Actions Related to Material Weakness

We and FHFA have engaged in the following practices intended to permit accumulation and communication to

management of information needed to meet our disclosure obligations under the federal securities laws:

•FHFA has established the Division of Conservatorship Oversight and Readiness, which is intended to facilitate

operation of the company with the oversight of the conservator.

•We have provided drafts of our SEC filings to FHFA personnel for their review and comment prior to filing. We

also have provided drafts of external press releases, statements and speeches to FHFA personnel for their

review and comment prior to release.

•FHFA personnel, including senior officials, have reviewed our SEC filings prior to filing, including this annual

report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”), and engaged in discussions

regarding issues associated with the information contained in those filings. Prior to filing our 2023 Form 10-K,

FHFA provided Fannie Mae management with written acknowledgment that it had reviewed the 2023 Form 10-

K, and it was not aware of any material misstatements or omissions in the 2023 Form 10-K and had no

objection to our filing the 2023 Form 10-K.

•Our senior management meets regularly with senior leadership at FHFA, including, but not limited to, the

Director.

•FHFA representatives attend meetings frequently with various groups within the company to enhance the flow

of information and to provide oversight on a variety of matters, including accounting, credit and market risk

management, external communications and legal matters.

•Senior officials within FHFA’s Office of the Chief Accountant have met frequently with our senior finance

executives regarding our accounting policies, practices and procedures.

In view of these activities, we believe that our consolidated financial statements for the year ended December 31, 2023

have been prepared in conformity with GAAP.

Changes in Internal Control Over Financial Reporting

Management has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, whether

any changes in our internal control over financial reporting that occurred during our last fiscal quarter have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting. There were no changes

in our internal control over financial reporting from October 1, 2023 through December 31, 2023 that management

believes have materially affected, or are reasonably likely to materially affect, our internal control over financial

reporting.

In the ordinary course of business, we review our system of internal control over financial reporting and make changes

that we believe will improve these controls and increase efficiency, while continuing to ensure that we maintain effective

internal controls. Changes may include implementing new, more efficient systems, automating manual processes, and

updating existing systems.

| Controls and Procedures | | --- || Fannie Mae 2023 Form 10-K | 155 | | --- | --- |

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To Fannie Mae:

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Fannie Mae and consolidated entities (in

conservatorship) (the “Company”) as of December 31, 2023, based on criteria established in Internal Control –

Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission

(COSO). In our opinion, because of the effect of the material weakness identified below on the achievement of the

objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of

December 31, 2023, based on the criteria established in Internal Control – Integrated Framework (2013) issued by

COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United

States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the

Company and our report dated February 15, 2024, expressed an unqualified opinion on those financial statements and

included an explanatory paragraph regarding the Company’s dependence upon the continued support from various

agencies of the United States Government, including the United States Department of Treasury and the Company’s

conservator and regulator, the Federal Housing Finance Agency.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its

assessment of the effectiveness of internal control over financial reporting, included in the accompanying

Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the

Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with

the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and

perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was

maintained in all material respects. Our audit included obtaining an understanding of internal control over financial

reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating

effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered

necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles. A company’s internal control over financial reporting includes those policies

and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are

recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting

principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of

management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely

detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on

the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become

inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may

deteriorate.

| Controls and Procedures | | --- || Fannie Mae 2023 Form 10-K | 156 | | --- | --- |

Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such

that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial

statements will not be prevented or detected on a timely basis. The following material weakness has been identified and

included in management’s assessment:

•Disclosure Controls and Procedures – The Company’s disclosure controls and procedures did not adequately

ensure the accumulation and communication to management of information known to the Federal Housing

Finance Agency (as conservator) that is needed to meet their disclosure obligations under the federal securities

laws as they relate to financial reporting.

This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit

of the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and this

report does not affect our report on such financial statements.

/s/ Deloitte & Touche LLP

McLean, Virginia

February 15, 2024

| Controls and Procedures | | --- || Fannie Mae 2023 Form 10-K | 157 | | --- | --- |

Item 9B.  Other Information

During the quarter ended December 31, 2023, no Fannie Mae director or officer (as that term is defined by the SEC in

Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1

trading arrangement for transactions in Fannie Mae securities.

Item 9C.  Disclosure Regarding Foreign Jurisdictions that Prevent

Inspections

Not applicable.

PART III

Item 10.  Directors, Executive Officers and Corporate Governance

Directors

Our current directors are listed below. They have provided the following information about their principal occupation,

business experience and other matters.

Priscilla Almodovar
Age 56<br><br>Chief Executive Officer<br><br>Director since December 2022<br><br>Board committees:<br><br>• Community Responsibility and Sustainability

Ms. Almodovar has been Chief Executive Officer of Fannie Mae since December 2022. In addition to that role, she has

been appointed to succeed our current President when he retires later this year. Ms. Almodovar previously served as

President and Chief Executive Officer of Enterprise Community Partners, Inc. (“Enterprise”), which invests in

communities nationwide to address affordable housing challenges and expand access to investment capital, from 2019

to 2022. Ms. Almodovar previously was a Managing Director at JPMorgan Chase, Inc. from 2010 to 2019, where she led

national real estate businesses that focused on commercial real estate and on community development. Prior to joining

JPMorgan Chase, from 2007 to 2009, Ms. Almodovar was the President and Chief Executive Officer of New York state’s

housing finance and mortgage agencies. Ms. Almodovar began her career at the global law firm, White & Case LLP,

where as an equity partner she specialized in international project finance and capital markets. Ms. Almodovar has

served on the Board of Directors of Realty Income Corporation, a real estate investment trust, since 2021, where she

also serves as Chair of the Board’s Audit Committee. In 2021, she served on the Board of Directors and Audit

Committee of VEREIT, Inc., which was acquired by Realty Income Corporation.

Amy E. Alving
Age 61<br><br>Independent director since October 2013<br><br>Board committees:<br><br>• Nominating and Corporate Governance (Vice Chair)<br><br>• Risk Policy and Capital (Chair)

Dr. Alving served as Chief Technology Officer and Senior Vice President at Science Applications International

Corporation (“SAIC”), now known as Leidos Holdings, Inc., a scientific, engineering and technology applications

company, from 2007 to 2013. Dr. Alving’s prior positions include director of the Special Projects Office at the Defense

Advanced Research Projects Agency, White House Fellow, and tenured faculty member at the University of Minnesota.

Dr. Alving is currently a member of the Board of Directors of Howmet Aerospace Inc. (formerly Arconic Inc.), where she

serves as Chair of the Governance and Nominating Committee. Dr. Alving also serves as a member of the Department

| Other Information | | --- || Fannie Mae 2023 Form 10-K | 158 | | --- | --- |

of the Air Force Scientific Advisory Board, a body that advises the Secretary of the Air Force and other Air Force senior

leaders on scientific and technical matters. Dr. Alving previously served on the Board of Directors of Arconic Inc. from

2016 to 2017 and rejoined its Board of Directors in 2018. From 2010 to 2015, Dr. Alving was a member of the Board of

Directors of Pall Corporation, where she served as a member of the Audit Committee and the Nominating/Governance

Committee. In addition, she was a Trustee of Princeton University from 2019 to 2023 and was a member of the Board of

Directors of DXC Technology Company from 2017 to 2023.

Christopher J. Brummer
Age 48<br><br>Independent director since February 2021<br><br>Board committees:<br><br>• Community Responsibility and Sustainability (Vice Chair)<br><br>• Risk Policy and Capital

Mr. Brummer is the Faculty Director of Georgetown’s Institute of International Economic Law and Agnes N. Williams

Sesquicentennial Professor of Financial Technology at the Georgetown University Law Center, where he began

teaching in 2009. Prior to that time, he served as an assistant professor of law at Vanderbilt Law School from 2006 to

2009 and as an academic fellow at the Securities and Exchange Commission’s Office of International Affairs from 2008

to 2009. Prior to his position at Vanderbilt, Mr. Brummer was an attorney in private practice in New York and London

from 2004 to 2006. Mr. Brummer is the founder of DC Fintech Week, a public policy conference on finance and

technology, a co-founder of the Fintech Beat podcast and newsletter for CQ Roll Call, and the author of a number of

publications. He is currently a nonresident senior fellow for the Atlantic Council’s GeoEconomics Center, a member of

the Commodity Futures Trading Commission’s Subcommittee on Virtual Currencies, an advisory council member for the

Alliance for Innovative Regulation and an advisory group member for the Digital Dollar Project. Mr. Brummer serves as

an advisor to the investment fund Paradigm Operations LP. He is also a member of the Board of Directors of Open to

the Public Investing, Inc. and K2 Integrity. Mr. Brummer served as a member of the Biden-Harris Presidential Transition

Team from October 2020 to January 2021, a member of the Financial Innovation Standing Committee of the European

Securities and Markets Authority (“ESMA”) Consultative Working Group from 2019 to 2020, a member of Nasdaq

delisting panels from 2010 to 2016, a senior fellow for the Milken Institute’s Center for Financial Markets from 2011 to

2017, and a member of FINRA’s National Adjudicatory Council from 2013 to 2015.

Renée Lewis Glover
Age 74<br><br>Independent director since January 2016<br><br>Board committees:<br><br>• Community Responsibility and Sustainability<br><br>• Nominating and Corporate Governance (Chair)

Ms. Glover is the Founder and Managing Member of The Catalyst Group, LLC, a national consulting firm focused on

urban revitalization, real estate development and community building, urban policy, and business transformation. Ms.

Glover is currently a member of the Board of Directors of Tricon Residential Inc., where she serves on the Audit

Committee and the Compensation, Nominating and Corporate Governance Committee. Ms. Glover was a member of

the Board of Trustees of Enterprise Community Partners, Inc., where she served on the Executive Committee and as

Chair of the Compensation and Human Resources Committee, until 2022. Ms. Glover served on the Board of Directors

of Habitat for Humanity International from 2006 to 2015, including serving as Chair of the Board of Directors from 2013

to 2015. Committees on which she served during her time as a member of the Board of Directors of Habitat for

Humanity International included the Audit Committee, Finance Committee, Operations Committee and Executive

Committee. Ms. Glover served as a member of the Board of Directors of the Federal Reserve Bank of Atlanta from 2009

to 2014, where she served on the Audit and Operational Risk Committee. She also served as a Commissioner of the

Bipartisan Policy Center Housing Commission from 2011 to 2014. The Commission was responsible for developing a

set of bipartisan recommendations concerning federal housing policy and housing finance. Ms. Glover served as

president and chief executive officer of the Atlanta Housing Authority and its affiliates from 1994 to 2013. Prior to joining

the Atlanta Housing Authority, Ms. Glover was a corporate finance attorney in Atlanta and New York. Ms. Glover served

on the Board of Trustees of Starwood Waypoint Homes in 2017, where she served on the Nominating and Corporate

| Directors, Executive Officers and Corporate Governance | Directors | | --- || Fannie Mae 2023 Form 10-K | 159 | | --- | --- |

Governance Committee and the Audit Committee. Ms. Glover served on the Advisory Board of the Penn Institute for

Urban Research until 2023, and she currently serves on the Azimuth GRC Advisory Board and the Advisory Board for

the J. Ronald Terwilliger Center for Housing Policy.

Michael J. Heid
Age 66<br><br>Independent director since May 2016<br><br>Board Chair since May 2022<br><br>Board committees:<br><br>• None<br><br>Mr. Heid also serves as an alternate member of each Board committee for the<br><br>purpose of establishing a meeting quorum if needed.

Mr. Heid served as Executive Vice President (Home Lending) of Wells Fargo & Company from 1997 to his retirement in

2016. He served in a number of positions at Wells Fargo Home Mortgage, the mortgage banking division of Wells

Fargo, including as president from 2011 to 2015, as co-president from 2004 to 2011, and earlier as chief financial officer

and head of Loan Servicing. Mr. Heid was employed by Wells Fargo or its predecessors beginning in 1988. Mr. Heid

was also on the Advisory Board for Home Partners of America from 2016 to 2023 and Promontory Mortgage Path from

2018 to 2022. Mr. Heid was a member of the Board of Directors of Roosevelt Management Company LLC from 2016 to

2023, where he served as Chair of the Risk Committee and a member of the Strategy Committee.

Robert H. Herz
Age 70<br><br>Independent director since June 2011<br><br>Board committees:<br><br>• Audit (Chair)<br><br>• Compensation and Human Capital

Mr. Herz serves as President of Robert H. Herz LLC, providing consulting services on financial reporting and other

matters. From 2002 to 2010, Mr. Herz was Chairman of the Financial Accounting Standards Board, or FASB. He was

also a part-time member of the International Accounting Standards Board, or IASB, from 2001 to 2002. He was a

partner in PricewaterhouseCoopers LLP from 1985 until his retirement in 2002. Mr. Herz is currently a member of the

Board of Directors of Morgan Stanley, where he serves as Chair of the Audit Committee and as a member of the

Governance and Sustainability Committee. Mr. Herz is also a current member of the Board of Directors of Workiva Inc.,

a provider of reporting software, where he serves as a member of the Audit Committee and Nominating and

Governance Committee. He previously served as a senior advisor to and as a member of the Advisory Board of Workiva

Inc. (formerly WebFilings LLC) from 2011 to 2014. He also serves on the Board of Directors of the International

Foundation for Valuing Impacts and on the Advisory Boards of the following entities: AccountAbility; the Continuous

Auditing and Reporting Lab at Rutgers Business School; Lukka, Inc.; and RS Metrics. Mr. Herz also serves on the G7

Impact Taskforce and was an executive in residence at the Columbia Business School.

Simon Johnson
Age 61<br><br>Independent director since February 2021<br><br>Board committees:<br><br>• Audit<br><br>• Risk Policy & Capital

Mr. Johnson has served as a professor at the Massachusetts Institute of Technology (“MIT”) Sloan School of

Management since 1997. He is currently the Ronald A. Kurtz Professor of Entrepreneurship and head of the Global

Economics and Management Group at the MIT Sloan School of Management. Mr. Johnson is also currently a research

| Directors, Executive Officers and Corporate Governance | Directors | | --- || Fannie Mae 2023 Form 10-K | 160 | | --- | --- |

associate for the National Bureau of Economic Research, a private nonpartisan organization that facilitates cutting-edge

investigation and analysis of major economic issues. Mr. Johnson was a member of the Center for a New Economy’s

Growth Commission on Puerto Rico from 2017 to 2019, a member of the Financial Research Advisory Committee of the

U.S. Department of the Treasury’s Office of Financial Research from 2014 to 2016, where he chaired the Global

Vulnerabilities Working Group, a member of the Federal Deposit Insurance Corporation’s Systemic Resolution Advisory

Committee from 2011 to 2016, a member of the Congressional Budget Office’s Panel of Economic Advisers from 2009

to 2015, a senior follow at the Peterson Institute for International Economics from 2008 to 2019, and Chief Economist at

the International Monetary Fund from 2007 to 2008. He is currently co-chair of the CFA Institute Systemic Risk Council,

a public interest group that monitors progress on the implementation of financial reforms, an advisory board member for

the Institute for New Economic Thinking, and an advisory board member for Intelligence Squared. Mr. Johnson is the

co-founder of Baselinescenario.com and the author of numerous publications.

Karin J. Kimbrough
Age 55<br><br>Independent director since March 2019<br><br>Board committees:<br><br>• Community Responsibility and Sustainability (Chair)<br><br>• Compensation and Human Capital (Vice Chair)

Ms. Kimbrough has served as Chief Economist for LinkedIn Corporation since January 2020. Ms. Kimbrough previously

served as Assistant Treasurer for Google from 2017 to 2019. Prior to that time, Ms. Kimbrough served as a Managing

Director and Head of Macroeconomic Policy at Bank of America Merrill Lynch from 2014 to 2017. Ms. Kimbrough

worked at the Federal Reserve Bank of New York from 2005 to 2014, serving as Vice President and a director for the

Financial Stability Monitoring Function in the Markets Group from 2010 to 2014 and as a manager for Analytical

Development from 2005 to 2010. Ms. Kimbrough previously worked as an economist and strategist at Morgan Stanley

from 2000 to 2005. Ms. Kimbrough was a member of the Board of Directors of Bread Financial Holdings, Inc. from 2021

to 2023, where she served on the Compensation and Risk Committees. She currently serves as a member of the board

of directors of the Federal Reserve Bank of San Francisco and of the National Bureau of Economic Research, and she

serves on the academic advisory council of the Federal Reserve Bank of Chicago.

Diane C. Nordin
Age 65<br><br>Independent director since November 2013; Board Vice Chair since April 2019<br><br>Board committees:<br><br>• Audit<br><br>• Compensation and Human Capital (Chair)<br><br>Ms. Nordin also serves as an alternate member of each other Board committee for<br><br>the purpose of establishing a meeting quorum if needed.

Ms. Nordin served as a partner of Wellington Management Company, LLP, a private asset management company, from

1995 to 2011, and originally joined Wellington in 1991. She served in many global leadership roles at Wellington, most

notably as head of Fixed Income, Vice Chair of the Compensation Committee and Audit Chair of the Wellington

Management Trust Company. Ms. Nordin spent over three decades in the investment business, having previously been

employed by Fidelity Investments and Putnam Investments. Ms. Nordin is a Chartered Financial Analyst. Following her

retirement from the asset management industry, Ms. Nordin served as an Advanced Leadership Initiative Fellow at

Harvard University from 2011 to 2012. Ms. Nordin currently serves as a member of the Board of Directors of Principal

Financial Group, where she serves as Chair of the Audit Committee and as a member of the Finance Committee. She

also serves as a member of the Board of Directors of Antares Midco, Inc., where she serves as Chair of the

Compensation Committee. Ms. Nordin also serves as a trustee of the Financial Accounting Foundation. Previously, she

served as Chair of the Board of Governors of the CFA Institute, where she also served as Chair of the Governance

Committee.

| Directors, Executive Officers and Corporate Governance | Directors | | --- || Fannie Mae 2023 Form 10-K | 161 | | --- | --- | | Chetlur “Chet” S. Ragavan | | --- | | Age 69<br><br>Independent director since June 2023<br><br>Board committees:<br><br>• Nominating and Corporate Governance<br><br>• Risk Policy and Capital (Vice Chair) |

Mr. Ragavan is the Founder and Principal of Risk Response LLC, which provides risk advisory and consulting services

to global financial institutions. Previously, Mr. Ragavan was Executive Vice President and Chief Risk Officer of Voya

Financial, Inc. (formerly known as ING U.S., Inc.) from 2014 until his retirement in 2019. From 2008 to 2014, he served

as Managing Director and Chief Risk Officer for Voya Investment Management. Prior to joining Voya Financial, Mr.

Ragavan was Managing Director and Co-Head of the Portfolio Analytics Group for BlackRock from 2006 to 2008. Mr.

Ragavan is a Chartered Financial Analyst. He began his career at Merrill Lynch in 1980 and held several senior

leadership roles during his 26-year career with the company, including as Managing Director and Global Head of Fixed-

Income Research of Merrill Lynch Investment Managers from 2000 to 2006 and as Managing Director and Head of Risk

Management of Merrill Lynch Asset Management from 1992 to 2000. Mr. Ragavan has served on the Board of Directors

of CNO Financial Group, Inc. since May 2021, where he is currently Chair of the Audit and Enterprise Risk Committee

and a member of the Investment Committee of the Board. He also serves on the Board of the Council for Economic

Education.

Manuel “Manolo” Sánchez Rodríguez
Age 58<br><br>Independent director since September 2018<br><br>Board committees:<br><br>• Compensation and Human Capital<br><br>• Nominating and Corporate Governance

Mr. Sánchez was the President and Chief Executive Officer of Compass Bank, Inc. (“Compass Bank”), a U.S. subsidiary

of Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”), from 2008 to 2017. Mr. Sánchez also served as a member of

BBVA’s worldwide Executive Committee and was BBVA’s Country Manager for U.S. operations from 2010 to 2017. In

addition, Mr. Sánchez became Chairman of the Board of Directors of Compass Bank and its holding company, BBVA

Compass Bancshares, Inc., in 2010 and served in these roles until 2017. Mr. Sánchez joined BBVA in 1990 and served

in a number of other roles at BBVA prior to becoming President and Chief Executive Officer of Compass Bank in 2008.

Mr. Sánchez currently serves as a member of the Board of Directors of Stewart Information Services Corporation, where

he serves as a member of the Audit Committee and the Nominating and Corporate Governance Committee. Mr.

Sánchez also serves as a member of the Board of Directors of Affirm Holdings, Inc. where he serves as a member of

the Audit Committee and the Nominating and Corporate Governance Committee. Mr. Sánchez previously served as a

member of the Board of Directors of Elevate Credit, Inc. (from 2021 to 2023), of BanCoppel S.A. Institución de Banca

Múltiple in Mexico City (from 2019 to 2021), and of On Deck Capital, Inc. (from 2018 to 2020), where he was a member

of the Audit Committee and the Compensation Committee. Mr. Sánchez is Founder of Adelante Ventures LLC and

serves as a Board member or advisor to several fintech companies. He is an Adjunct Professor at Rice University’s

Jones Graduate School of Business, where he teaches disruption in financial services with a focus on crypto currencies

and blockchain. Mr. Sánchez also currently serves as a trustee or member of the Board of Directors of a number of

civic, cultural and educational institutions, including the KIPP Texas Public Schools and Texas Children’s Hospital.

| Directors, Executive Officers and Corporate Governance | Directors | | --- || Fannie Mae 2023 Form 10-K | 162 | | --- | --- | | Michael A. Seelig | | --- | | Age 61<br><br>Independent director since March 2023<br><br>Board committees:<br><br>• Audit (Vice Chair)<br><br>• Compensation and Human Capital |

Mr. Seelig served as a senior executive at PricewaterhouseCoopers LLP, where he was a partner from 1997 until his

retirement in 2022. Mr. Seelig has over 35 years of diverse experience principally serving clients in the financial services

industry, including several other government-sponsored entities. In addition to helping companies navigate risk,

regulatory, mergers and acquisitions, financial reporting, corporate governance and strategy matters, Mr. Seelig served

in a variety of leadership roles within PricewaterhouseCoopers, where he was responsible for driving various aspects of

the firm’s strategy and operations in several national, market and sector-based capacities. Mr. Seelig is a licensed

certified public accountant and a member of the American Institute of Certified Professional Accountants, or AICPA. Mr.

Seelig currently serves on the Audit Committee of the University of Florida Foundation Board, and he serves or has

served as a trustee or member of the Board of a number of other civic, educational and faith-based organizations.

Corporate Governance

Conservatorship and Board Authorities

In September 2008, the Director of FHFA appointed FHFA as our conservator in accordance with the GSE Act. As

conservator, FHFA succeeded to all rights, titles, powers and privileges of Fannie Mae, and of any stockholder, officer or

director of Fannie Mae with respect to Fannie Mae and its assets. As a result, our Board of Directors no longer had the

power or duty to manage, direct or oversee our business and affairs.

As conservator, FHFA reconstituted our Board of Directors and provided the Board with specified functions and

authorities. Our directors serve on behalf of the conservator and exercise their authority as directed by and with the

approval, where required, of the conservator. Our directors owe their fiduciary duties of care and loyalty solely to the

conservator. Thus, while we are in conservatorship, the Board has no fiduciary duties to the company or its

stockholders.

Our Board of Directors exercises specified functions and authorities provided to it pursuant to an order from FHFA, as

our conservator. The conservator also provided instructions regarding matters for which conservator decision or

notification is required. The conservator retains the authority to amend or withdraw its order and instructions at any time.

FHFA’s instructions require that we obtain the conservator’s decision before taking action on matters that require the

consent of or consultation with Treasury under the senior preferred stock purchase agreement. See “Business—

Conservatorship and Treasury Agreements—Treasury Agreements—Covenants” for matters that require the approval of

Treasury under the senior preferred stock purchase agreement.

| Directors, Executive Officers and Corporate Governance | Directors | | --- || Fannie Mae 2023 Form 10-K | 163 | | --- | --- |

FHFA’s instructions also require us to obtain the conservator’s decision before taking action in the areas identified in the

table below. For some matters, FHFA’s instructions specify that our Board must review and approve the matter before

we request FHFA decision, and for other matters the Board is expected to determine the appropriate level of its

engagement. For some of the matters specified in the table below that require prior Board review and approval, the

Board is permitted to delegate authority to a relevant Board committee.

Matters requiring prior Board review and approval:		Other matters:
•redemptions or repurchases of our subordinated debt,<br><br>except as may be necessary to comply with the senior<br><br>preferred stock purchase agreement;<br><br>•creation of any subsidiary or affiliate, or entering into a<br><br>substantial transaction with a subsidiary or affiliate,<br><br>except for routine ongoing transactions with CSS or the<br><br>creation of, or a transaction with, a subsidiary or affiliate<br><br>undertaken in the ordinary course of business;<br><br>•changes to or removal of Board risk limits that would<br><br>result in an increase in the amount of risk that we may<br><br>take;<br><br>•retention and termination of the external auditor;<br><br>•terminations of law firms serving as consultants to the<br><br>Board;<br><br>•proposed amendments to our bylaws or to charters of<br><br>our Board committees;<br><br>•setting or increasing the compensation or benefits<br><br>payable to members of the Board; and<br><br>•establishing the annual operating budget.	•	•material changes in accounting policy;<br><br>•proposed changes in our business operations, activities,<br><br>and transactions that in the reasonable business<br><br>judgment of management are more likely than not to<br><br>result in a significant increase in credit, market,<br><br>reputational, operational or other key risks;<br><br>•matters that impact or question the conservator’s<br><br>powers, our conservatorship status, the legal effect of<br><br>the conservatorship, interpretations of the senior<br><br>preferred stock purchase agreement or the Financial<br><br>Agency Agreement with Treasury or our performance<br><br>under the Financial Agency Agreement;<br><br>•agreements relating to litigation, lawsuits, claims,<br><br>demands, prosecutions, regulatory proceedings or tax<br><br>matters where the amount in dispute exceeds a<br><br>specified threshold, including related matters that<br><br>aggregate to more than the threshold;<br><br>•mergers, acquisitions and changes in control of key<br><br>counterparties where we have a direct contractual right<br><br>to cease doing business with the entity or object to the<br><br>merger or acquisition;<br><br>•changes to requirements, policies, frameworks,<br><br>standards or products that are aligned with Freddie<br><br>Mac’s, pursuant to FHFA’s direction;<br><br>•credit risk transfer transactions that are a new<br><br>transaction type, involve a material change in terms, or<br><br>involve a new type of collateral;<br><br>•transfers of mortgage servicing rights that meet<br><br>minimum size thresholds and would increase the<br><br>transferee’s servicing of Fannie Mae seriously<br><br>delinquent loans by more than a specified threshold; and<br><br>•changes in employee compensation that could<br><br>significantly impact our employees, including special<br><br>incentive plans, merit increase pool funding, and<br><br>retention awards for executives.

FHFA’s instructions also require us to provide timely notice to FHFA of: activities that represent a significant change in

current business practices, operations, policies or strategies not otherwise addressed in the instructions; exceptions and

waivers to aligned requirements, policies, frameworks, standards or products if not otherwise submitted to FHFA for

decision as required above; and accounting error corrections to previously-issued financial statements that are not de

minimis. FHFA will then determine whether any such items require its decision as conservator. For more information on

the conservatorship, refer to “Business—Conservatorship and Treasury Agreements.”

Composition of Board of Directors

FHFA has directed that our Board of Directors should have a minimum of nine and not more than thirteen directors.

There is a non-executive Chair of the Board and Vice Chair of the Board, and our Chief Executive Officer is the only

corporate officer serving as a director. Our Corporate Governance Guidelines, in accordance with FHFA corporate

governance regulations, require a majority of Fannie Mae’s directors to be independent. The Board currently has twelve

members, eleven of whom are independent. See “Certain Relationships and Related Transactions, and Director

Independence—Director Independence” for a description of our director independence requirements and a discussion

of the Board’s review of the independence of all current Board members.

Our conservator appointed directors in 2008. Subsequent vacancies have been and may continue to be filled by the

Board, subject to review by the conservator. FHFA’s 2008 order appointing directors provided that each director serves

on the Board until the earlier of (1) resignation or removal by the conservator or (2) the election of a successor director

at an annual meeting of stockholders. Because FHFA as our conservator has all powers of our stockholders, we have

not held stockholders’ meetings since entering into conservatorship.

| Directors, Executive Officers and Corporate Governance | Corporate Governance | | --- || Fannie Mae 2023 Form 10-K | 164 | | --- | --- |

Under the Charter Act, each director is elected for a term ending on the date of our next annual stockholders’ meeting.

Fannie Mae’s bylaws provide that each director holds office for the term for which he or she was elected or appointed

and until his or her successor is chosen and qualified or until he or she dies, resigns, retires or is removed from office in

accordance with applicable law or regulation, whichever occurs first. As noted above, however, the conservator

appointed an initial group of directors to our Board following our entry into conservatorship, provided the Board with the

authority to appoint directors to subsequent vacancies subject to conservator review, and defined the term of service of

directors during conservatorship. Our Corporate Governance Guidelines were amended in 2021 to provide that, absent

death, resignation or retirement, each director first appointed in 2021 or thereafter will serve until the earliest of: (1) the

third anniversary of the effective date of such director’s appointment while we are in conservatorship; (2) the date on

which the director is removed by the conservator while we are in conservatorship; or (3) the date on which the director’s

successor is elected at an annual meeting of stockholders. Four of our current directors are serving three-year terms:

Christopher Brummer, Simon Johnson, Chet Ragavan, and Michael Seelig. Our Board may reelect a director to a new

three-year term upon the recommendation of the Nominating and Corporate Governance Committee, subject to

conservator review. In determining whether to recommend reelection, the Nominating and Corporate Governance

Committee will consider, among other factors, the willingness of the director to continue to serve on the Board and

devote the necessary time, the contributions that they have made to the Board and Committee discussions and

decision-making, their continued involvement in business and professional activities relevant to Fannie Mae, the skills

and experience that should be represented on the Board, and the desire to maintain a diverse Board. In February 2024,

FHFA approved the reelection of Mr. Brummer and Mr. Johnson to new three-year terms. As Chief Executive Officer,

Ms. Almodovar’s service on the Board ceases at the termination of her employment as Chief Executive Officer unless

otherwise requested by the Board. All of our other directors were appointed prior to 2021.

In addition, absent a waiver from FHFA, FHFA corporate governance regulations limit service on our Board to ten years

or age 72, whichever comes first. In 2021, FHFA approved a waiver of the ten-year Board term limit applicable to Mr.

Herz, allowing him to serve on the Board through June 30, 2024, as well as a waiver of the Board age limit applicable to

Ms. Glover, allowing her to serve on the Board through November 12, 2025. In 2022, FHFA approved waivers of the ten-

year Board term limit applicable to Ms. Alving, allowing her to serve on the board through October 2026, and to Ms.

Nordin, allowing her to serve on the board through November 2026.

Under the Charter Act, our Board shall at all times have as members at least one person from each of the homebuilding,

mortgage lending and real estate industries, and at least one person from an organization that has represented

consumer or community interests for not less than two years or one person who has demonstrated a career

commitment to the provision of housing for low-income households. In addition, our Corporate Governance Guidelines

provide that the Board, as a group, must be knowledgeable in business, finance, capital markets, accounting, risk

management, public policy, mortgage lending, real estate, low-income housing, homebuilding, regulation of financial

institutions, technology, environmental, social and governance (“ESG”), and any other areas as may be relevant to the

safe and sound operation of Fannie Mae. In addition to expertise in the areas noted above, our Corporate Governance

Guidelines specify that the Nominating and Corporate Governance Committee also seeks Board members who possess

the highest personal values, judgment and integrity, and who understand the regulatory and policy environment in which

Fannie Mae does business. The Nominating and Corporate Governance Committee also considers whether a

prospective Board candidate has the ability to attend meetings and fully participate in the activities of the Board.

The Nominating and Corporate Governance Committee also considers diversity when evaluating the composition of the

Board. Our Corporate Governance Guidelines specify that the Nominating and Corporate Governance Committee is

committed to considering minorities, women and individuals with disabilities in the identification and evaluation process

for prospective Board candidates, and that the Committee seeks Board members who represent diversity in ideas and

perspectives. These provisions of our Corporate Governance Guidelines implement FHFA regulations that require us to

implement and maintain policies and procedures that, among other things, encourage the consideration of diversity in

nominating or soliciting nominees for positions on our Board.

| Directors, Executive Officers and Corporate Governance | Corporate Governance | | --- || Fannie Mae 2023 Form 10-K | 165 | | --- | --- |

Our directors have a variety of backgrounds and overall experience. Over half of Fannie Mae’s Board members are

women and/or racial or ethnic minorities. Our Board also has a balance of longer-serving directors with institutional

knowledge and newer directors with fresh perspectives. The charts below provide information on the demographic

background and Board tenure of our twelve Board members.

Board Diversity

Women	Black/African American	40s	< 2 Years
Men	Asian	50s	2-4 Years
	Hispanic/Latino	60s	5+ Years
	White	70s
	Two or more (also<br><br>represented in each<br><br>applicable category)
Directors, Executive Officers and Corporate Governance	Corporate Governance
---		Fannie Mae 2023 Form 10-K	166
---	---

The Nominating and Corporate Governance Committee evaluates the qualifications and performance of current

directors on an annual basis, taking into consideration factors related to a Board member’s contribution to the effective

functioning of the Board. Ms. Almodovar serves as a member of our Board of Directors in connection with her role as

our Chief Executive Officer. In its assessment of our independent directors and its evaluation of potential candidates for

director, the Nominating and Corporate Governance Committee also considers each individual’s particular experience,

qualifications, attributes and skills in the areas identified in our Corporate Governance Guidelines. In concluding our

independent directors should serve as directors, the Nominating and Corporate Governance Committee took into

account their knowledge in the areas indicated in the table below, which they gained from their experience described in

“Directors.”

Director Experience, Qualifications, Attributes and Skills

Board Leadership Structure

FHFA corporate governance regulations and our Corporate Governance Guidelines require separate Chair of the Board

and Chief Executive Officer positions and require that the Chair of the Board be an independent director. A non-

executive Chair structure enables non-management directors to raise issues and concerns for Board consideration

without immediately involving management and is consistent with the Board’s emphasis on independent oversight of

management, including independent risk oversight.

| Directors, Executive Officers and Corporate Governance | Corporate Governance | | --- || Fannie Mae 2023 Form 10-K | 167 | | --- | --- |

Our Board has five standing committees: the Audit Committee, the Community Responsibility and Sustainability

Committee, the Compensation and Human Capital Committee, the Nominating and Corporate Governance Committee,

and the Risk Policy and Capital Committee. Pursuant to FHFA direction, with such exceptions as the conservator may

direct, the Board and the standing Board committees function in accordance with:

•their designated duties and authorities as set forth in the Charter Act, other applicable federal law, FHFA’s

corporate governance rules, FHFA’s prudential management and operations standards, FHFA written

supervisory guidance and direction, and, to the extent not inconsistent with the foregoing, Delaware law (insofar

as Fannie Mae has adopted its provisions for corporate governance purposes);

•Fannie Mae’s bylaws and the applicable charters of Fannie Mae’s Board committees; and

•such other duties or authorities as the conservator may provide.

Such duties or authorities may be modified by the conservator at any time.

Committee Charters and Corporate Governance

Our Corporate Governance Guidelines and charters for each of the Board’s standing committees are posted on our

website, www.fanniemae.com, in the “About Us—Corporate Governance” section. Although our equity securities are no

longer listed on the New York Stock Exchange (“NYSE”), we are required by FHFA corporate governance regulations to

follow specified NYSE corporate governance requirements relating to, among other things, the independence of our

directors and the charter, independence, composition, expertise, duties, responsibilities and other requirements of our

Board committees.

Risk Management Oversight

Our Board of Directors oversees risk management primarily through the Risk Policy and Capital Committee of the

Board. FHFA corporate governance regulations set forth risk management requirements for our Board and our Risk

Policy and Capital Committee, as described below. These regulations require that our Board approve, have in effect at

all times, and periodically review an enterprise-wide risk management program that establishes our risk appetite, aligns

the risk appetite with our strategies and objectives, and addresses our exposure to credit risk, market risk, liquidity risk,

business risk and operational risk. Our risk management program must align with our risk appetite and include risk

limitations appropriate to each line of business, appropriate policies and procedures relating to risk management

governance, risk oversight infrastructure, and processes and systems for identifying and reporting risks, including

emerging risks. Our program must also include provisions for monitoring compliance with our risk limit structure and

policies relating to risk management governance, risk oversight, and effective and timely implementation of corrective

actions. Additional provisions must specify management’s authority and independence to carry out risk management

responsibilities and the integration of risk management with management’s goals and compensation structure. FHFA

corporate governance regulations require our Risk Policy and Capital Committee to assist the Board in carrying out its

oversight of our risk management program. These regulations also require that our Risk Policy and Capital Committee

must:

•be chaired by a director not serving Fannie Mae in a management capacity;

•have at least one member with risk management experience that is commensurate with our capital structure,

risk appetite, complexity, activities, size and other appropriate risk-related factors;

•have committee members with a practical understanding of risk management principles and practices relevant

to Fannie Mae;

•fully document and maintain records of its meetings; and

•report directly to the Board and not as part of, or combined with, another committee.

FHFA corporate governance regulations set forth specific responsibilities for our Risk Policy and Capital Committee,

including that it must:

•periodically review and recommend for Board approval an appropriate enterprise-wide risk management

program that is commensurate with our capital structure, risk appetite, complexity, activities, size and other

appropriate risk-related factors;

•receive and review regular reports from our Chief Risk Officer; and

•periodically review the capabilities for, and adequacy of resources allocated to, enterprise-wide risk

management.

Our Risk Policy and Capital Committee Charter also sets forth the Risk Policy and Capital Committee’s duties and

responsibilities in overseeing risk management for all of our major categories of risk and any other emerging risks. For

| Directors, Executive Officers and Corporate Governance | Corporate Governance | | --- || Fannie Mae 2023 Form 10-K | 168 | | --- | --- |

more information on the role of our Board and management in risk oversight, see “MD&A—Risk Management—Risk

Management Governance” and “Cybersecurity—Cybersecurity Governance—Board Oversight.”

Human Capital Management Oversight

The Compensation and Human Capital Committee of the Board has oversight of Fannie Mae’s human capital

management and its diversity and inclusion program and related policies and practices. As part of its oversight role, the

Committee reviews our primary compensation programs and benefits, succession planning for executives, as well as

corporate culture and employee engagement.

Codes of Conduct

We have a Code of Conduct that is applicable to all officers and employees (our “Employee Code of Conduct”) and a

Code of Conduct for the Board of Directors (our “Director Code of Conduct”). Our Employee Code of Conduct also

serves as the code of ethics for our Chief Executive Officer and senior financial officers required by the Sarbanes-Oxley

Act of 2002 and implementing regulations of the SEC. We have posted these codes on our website,

www.fanniemae.com, under “Code of Conduct” in the “About Us—Corporate Governance” section. We intend to

disclose any changes to or waivers from these codes that apply to any of our executive officers, our controller or our

directors by posting this information on our website.

Audit Committee Membership

Our Board of Directors has a standing Audit Committee consisting of Mr. Herz, who is the Chair, Mr. Seelig, who is the

Vice Chair, Mr. Johnson, and Ms. Nordin. Mr. Heid also serves as an alternate member of the Audit Committee for the

purpose of establishing a meeting quorum if needed. All of the Audit Committee members are financially literate and

independent under the requirements of independence set forth in FHFA corporate governance regulations (which

requires the standard of independence adopted by the NYSE), Fannie Mae’s Corporate Governance Guidelines, and

other SEC rules and regulations applicable to audit committees. The Board has determined that each member of the

Audit Committee has the requisite experience, as discussed in “Directors,” to qualify as an “audit committee financial

expert” under the rules and regulations of the SEC and has designated each of them as such.

Executive Sessions

Our non-management directors meet in executive session on a regularly scheduled basis. Our Board of Directors

reserves time for an executive session at every regularly scheduled in-person Board meeting. The non-executive Chair

of the Board presides over these sessions.

Communications with Directors or Audit Committee

Interested parties wishing to communicate any concerns or questions about Fannie Mae to the non-executive Chair of

the Board or to our non-management directors individually or as a group may do so by electronic mail addressed to

“board@fanniemae.com,” or by U.S. mail addressed to Board of Directors, c/o Office of the Corporate Secretary, Fannie

Mae, 1100 15th Street, NW, Washington, DC 20005. Communications may be addressed to a specific director or

directors, including Mr. Heid, the Board Chair, or to groups of directors, such as the independent or non-management

directors.

Interested parties wishing to communicate with the Audit Committee regarding accounting, internal accounting controls

or auditing matters may do so by electronic mail addressed to “auditcommittee@fanniemae.com,” or by U.S. mail

addressed to Audit Committee, c/o Office of the Corporate Secretary, Fannie Mae, 1100 15th Street, NW, Washington,

DC 20005.

The Office of the Corporate Secretary is responsible for processing all communications to a director or directors.

Communications that are deemed by the Office of the Corporate Secretary to be commercial solicitations, ordinary

course customer inquiries or complaints, incoherent or obscene are not forwarded to directors.

Director Nominations; Stockholder Proposals

Under the GSE Act, FHFA, as conservator, has all rights, titles, powers and privileges of the stockholders and Board of

Directors of Fannie Mae. As a result, Fannie Mae’s common stockholders no longer have the ability to recommend

director nominees or elect the directors of Fannie Mae or bring business before any meeting of stockholders pursuant to

the procedures in our bylaws. We currently do not plan to hold an annual meeting of stockholders in 2024.

| Directors, Executive Officers and Corporate Governance | Corporate Governance | | --- || Fannie Mae 2023 Form 10-K | 169 | | --- | --- |

Report of the Audit Committee of the Board of Directors

The Audit Committee’s charter sets forth the Audit Committee’s duties and responsibilities, and provides that the Audit

Committee’s purpose is to:

•oversee (a) our accounting, reporting, and financial practices and those of our subsidiaries, including the

integrity of our financial statements and internal control over financial reporting, (b) our compliance with legal

and regulatory requirements, (c) the external auditor’s qualifications, independence, and performance, and

(d) the qualifications, independence, and performance of our internal audit function and chief audit executive;

•approve, or recommend for Board approval, as appropriate, certain of our policies relating to the Audit

Committee’s oversight of the external auditor relationship, internal audit function, and the compliance

department; and

•prepare the report required by the rules of the SEC to be included in our annual proxy statement in years in

which Fannie Mae holds an Annual Meeting of Stockholders and files a proxy statement.

In accordance with this purpose, the Audit Committee has the authority to appoint, compensate, retain, oversee,

evaluate and terminate our independent external auditor (referred to as the “independent auditor”); however, the Audit

Committee is required to consult and obtain the decision of the conservator before exercising some of these authorities.

The independent auditor reports directly to the Audit Committee. The Audit Committee is responsible for fee

negotiations with the independent auditor and pre-approves the fees for and the terms of all audit and permissible non-

audit services to be provided by the independent auditor. The Audit Committee has delegated to its Chair the authority

to pre-approve such services up to $1 million per engagement, which pre-approval must be ratified by the Audit

Committee at its next scheduled meeting. The Audit Committee has the authority to retain counsel, accountants, experts

and other advisors to assist the Audit Committee members in carrying out their duties; however, the Audit Committee’s

authority to terminate law firms serving as consultants to the Committee is subject to the conservator’s decision.

As described in “Corporate Governance—Audit Committee Membership,” the Board has determined that all members of

Fannie Mae’s Audit Committee are financially literate and all are independent under the independence requirements set

forth in FHFA corporate governance regulations (which require compliance with the independence standards adopted by

the NYSE) and that all members of the Audit Committee are “audit committee financial experts” under the rules and

regulations of the SEC.

The Audit Committee serves in an oversight capacity. Management is responsible for the financial reporting process,

including the system of internal controls, for the preparation of consolidated financial statements in accordance with

GAAP and for the report on the company’s internal control over financial reporting. The company’s independent auditor,

Deloitte & Touche LLP (“Deloitte”), is responsible for planning and conducting an independent audit of those financial

statements and expressing an opinion as to their conformity with GAAP and expressing an opinion on the effectiveness

of the company’s internal control over financial reporting. The Audit Committee’s responsibility is to oversee the financial

reporting process and to review and discuss management’s report on the company’s internal control over financial

reporting. The Audit Committee relies, without independent verification, on the information provided to it and on the

representations made by management, the internal audit function and the independent auditor, representatives of whom

generally attend each Audit Committee meeting.

For the year ended December 31, 2023, the Audit Committee, among other things:

•reviewed and discussed the company’s quarterly earnings releases, quarterly reports on Form 10-Q and this

Annual Report on Form 10-K, including the consolidated financial statements;

•together with the Board and the other Board Committees, reviewed the company’s major legal and compliance

risk exposures and the guidelines and policies that govern the process for risk assessment and risk

management;

•reviewed and discussed reports from management on the company’s policies regarding applicable legal and

regulatory requirements;

•reviewed and discussed the plan and scope of the 2023 audit work for the independent auditor;

•reviewed and discussed with management the company’s 2022 ESG Report;

•reviewed, discussed and approved the 2023 internal audit plan and budget, and reviewed and discussed

summaries of the significant reports by the internal audit function;

•reviewed the performance and compensation of the Chief Audit Executive and Chief Compliance Officer;

•reviewed the engagement, independence and quality control procedures of the independent auditor, as

described in further detail below;

| Directors, Executive Officers and Corporate Governance | Report of the Audit Committee of the Board of Directors | | --- || Fannie Mae 2023 Form 10-K | 170 | | --- | --- |

•met with and/or received reports from senior representatives of the following divisions or departments of the

company: Finance, Legal, Compliance and Ethics, and Internal Audit; and

•met regularly in executive sessions with each of Deloitte, the internal audit function and company management,

including the Chief Financial Officer, the Chief Compliance Officer and the Chief Audit Executive, which

provided an additional opportunity for Deloitte and the others noted to provide candid feedback to the

Committee.

The Audit Committee also reviewed and discussed with management, the Chief Audit Executive and Deloitte:

•the audited consolidated financial statements for 2023;

•the critical accounting estimates that are set forth in this Annual Report on Form 10-K;

•management’s annual report on the company’s internal control over financial reporting; and

•Deloitte’s opinion on the consolidated financial statements, including the critical audit matters addressed during

the audit, and the effectiveness of the company’s internal control over financial reporting.

The Audit Committee has discussed with Deloitte the matters required to be discussed by the applicable requirements

of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has received from

Deloitte the written communications required by applicable requirements of the PCAOB regarding Deloitte’s

communications with the Audit Committee concerning independence, and also has discussed with Deloitte its

independence from the company.

In evaluating Deloitte’s independence, the Audit Committee considered whether services it provided to the company

beyond those rendered in connection with its audit of the company’s consolidated financial statements, reviews of the

company’s interim condensed consolidated financial statements included in its quarterly reports on Form 10-Q and its

opinion on the effectiveness of the company’s internal control over financial reporting would impair its independence.

The Committee also reviewed and pre-approved, among other things, the audit, audit-related and non-audit-related

services performed by Deloitte. The Committee received regular updates on the amount of fees and scope of audit,

audit-related and non-audit-related services provided. The Committee concluded that the provision of services by

Deloitte did not impair its independence.

Deloitte has served as the company’s independent auditor since 2005. The Audit Committee selects Deloitte’s lead audit

partner who, along with the concurring partner, rotates every five years. Pursuant to this schedule, in 2022 the Audit

Committee selected a new lead audit partner, who began in the role with the fiscal year 2023 audit. The Audit

Committee evaluates the independent auditor’s qualifications, performance and independence on at least an annual

basis. The factors the Audit Committee considered in evaluating and approving Deloitte’s appointment as the company’s

independent auditor included:

•Deloitte’s technical expertise and industry experience;

•its institutional knowledge of the company’s business, significant accounting practices and system of internal

control over financial reporting;

•audit effectiveness, including the quality of Deloitte’s audit work, its quality control procedures, the expertise

and performance of the lead audit partner, and the professionalism and demonstrated objectivity and

skepticism of Deloitte’s team;

•the frequency and quality of Deloitte’s communication with the Committee, and the level of support provided to

the Committee;

•external data on audit quality and performance and legal and regulatory matters involving Deloitte, including the

results of PCAOB inspection reports and Deloitte’s peer review reports, and actions by Deloitte to continue to

enhance the quality of its audit practice; and

•Deloitte’s independence and its policies and procedures regarding independence.

Based on the reviews, reports, meetings and discussions referred to above, and subject to the limitations on the Audit

Committee’s role and responsibilities described above and in the Audit Committee Charter, the Audit Committee

recommended to the Board of Directors that the company’s audited consolidated financial statements for 2023 be

included in this Annual Report on Form 10-K for filing with the SEC. In addition, the Audit Committee approved the

| Directors, Executive Officers and Corporate Governance | Report of the Audit Committee of the Board of Directors | | --- || Fannie Mae 2023 Form 10-K | 171 | | --- | --- |

appointment of Fannie Mae’s independent auditor, Deloitte & Touche LLP, for 2024. FHFA, as the company’s

conservator, approved Deloitte’s appointment as Fannie Mae’s independent auditor for 2024.

Audit Committee:

Robert H. Herz, Chair

Michael Seelig, Vice Chair

Simon Johnson

Diane C. Nordin

Executive Officers

Under our bylaws, each executive officer holds office until their successor is chosen and qualified or until they die,

resign, retire or are removed from office, whichever occurs first.

Ms. Almodovar, our Chief Executive Officer, has served as a member of our Board of Directors since December 2022.

Information about her business experience and other matters is provided in “Directors.” As of February 15, 2024, we

have seven other executive officers:

David C. Benson
Age 64	President<br><br>Joined Fannie Mae in 2002

Mr. Benson has been President since 2018, and, since becoming President, he has also served as Interim Chief

Executive Officer during part of 2022, as Interim Chief Financial Officer during part of 2021, and as the Interim head of

Fannie Mae’s Single-Family business earlier in 2021. Mr. Benson notified us that he intends to retire by mid-2024. Mr.

Benson has served Fannie Mae in a range of leadership roles, including as Executive Vice President and Chief

Financial Officer, Executive Vice President—Capital Markets, Securitization & Corporate Strategy, and as Treasurer.

Prior to joining Fannie Mae in 2002, Mr. Benson was Managing Director in the fixed income division of Merrill Lynch &

Co where, from 1988 through 2002, he served in several capacities in the areas of risk management, trading, debt

syndication and e-commerce based in New York and London.

H. Malloy Evans
Age 50	Executive Vice President—Single-Family<br><br>Joined Fannie Mae in 2004

Mr. Evans has served as Executive Vice President—Single-Family since May 2021. He is responsible for Fannie Mae’s

single-family business functions, including leading the teams responsible for maintaining our single-family mortgage

acquisition and servicing standards, providing liquidity to the single-family mortgage market, and facilitating equitable

and sustainable access to homeownership across America. Mr. Evans has served in various roles at Fannie Mae, most

recently as Senior Vice President and Chief Credit Officer for Single-Family, from 2019 to 2021, where he was

responsible for first-line credit risk management from mortgage acquisition through disposition. Prior to 2019, Mr. Evans

held other leadership roles overseeing risks across the single-family mortgage life cycle, including credit, counterparty,

operational, and reputational risks, performance of Fannie Mae’s single-family lenders and servicers, and our

administration of Treasury’s Making Home Affordable program. Mr. Evans began his Fannie Mae career in 2004 as an

attorney in Fannie Mae’s legal department, serving as the principal counsel supporting our implementation of

| Directors, Executive Officers and Corporate Governance | Report of the Audit Committee of the Board of Directors | | --- || Fannie Mae 2023 Form 10-K | 172 | | --- | --- |

government initiatives under the Making Home Affordable program and advising the business on our multi-class

securitization program.

Michele M. Evans
Age 60	Executive Vice President—Multifamily<br><br>Joined Fannie Mae in 1992

Ms. Evans has served as Executive Vice President—Multifamily since August 2020. She is responsible for Fannie

Mae’s multifamily business functions, including leading the teams responsible for maintaining our multifamily mortgage

acquisition and servicing standards, providing liquidity to the multifamily mortgage market, and facilitating equitable and

sustainable access to quality affordable rental housing across America. Ms. Evans has served in various roles at Fannie

Mae, most recently as Senior Vice President and Chief Operating Officer for Multifamily, from 2009 to 2020, where she

was responsible for driving the digital transformation of our Multifamily business; managing loan products; innovating

with data; operational risk; and leading Multifamily’s strategy. After joining Fannie Mae in 1992 as an analyst, Ms. Evans

managed DUS and non-DUS lender relationships, including affordable transactions and credit responsibilities, and held

other leadership roles across the Multifamily business.

Chryssa C. Halley
Age 57	Executive Vice President and Chief Financial Officer<br><br>Joined Fannie Mae in 2006

Ms. Halley has served as Executive Vice President and Chief Financial Officer since November 2021. In this role, she is

responsible for Fannie Mae’s financial management as well as modeling, climate-related risk management, and

corporate strategy. Previously, Ms. Halley served as Fannie Mae’s Senior Vice President and Controller, from 2017 to

2021. Since joining Fannie Mae in 2006, she has held a variety of positions, including Senior Vice President and Deputy

Controller; Vice President and Assistant Controller for Capital Markets and Operations; Vice President for Tax, Debt and

Derivatives, and Securities Accounting; and Vice President for Corporate Tax.

Danielle M. McCoy
Age 47	Senior Vice President, General Counsel, and<br><br>Corporate Secretary<br><br>Joined Fannie Mae in 2006

Ms. McCoy has served as Senior Vice President, General Counsel, and Corporate Secretary since January 2024. Ms.

McCoy served as Senior Vice President, Enterprise Deputy General Counsel and Deputy Corporate Secretary from

2021 to 2023, overseeing four areas within the legal department: corporate governance, fair lending, corporate data and

technology, and data privacy and cybersecurity. Before assuming this position, from 2015 to 2021, she served as

Fannie Mae’s Fair Lending Officer in her role as Vice President and Deputy General Counsel of Fair Lending and was

responsible for fair lending compliance, legal analysis, and analytics activities. Prior to that role, Ms. McCoy served as

Deputy General Counsel for Corporate Governance, providing legal advice to senior management and the Fannie Mae

Board of Directors. Ms. McCoy joined Fannie Mae in 2006.

| Directors, Executive Officers and Corporate Governance | Executive Officers | | --- || Fannie Mae 2023 Form 10-K | 173 | | --- | --- | | Anthony Moon | | | --- | --- | | Age 59 | Executive Vice President and Chief Risk Officer<br><br>Joined Fannie Mae in 2022 |

Mr. Moon has served as Fannie Mae’s Executive Vice President and Chief Risk Officer since December 2022. In this

role, he is responsible for our Enterprise Risk Management division, which oversees the company’s governance and

strategy for global risk management, including establishing our overarching risk governance framework as well as risk

appetite. Mr. Moon has over 30 years of experience in financial services and over 25 years of experience in risk

management. Mr. Moon previously served as Chief Risk Officer for the Wealth Management Division and the Morgan

Stanley Private Bank at Morgan Stanley, from 2015 to December 2022. In that role, he was responsible for risk

management oversight for market, credit, operational, liquidity, model, and strategic risks. He previously held risk

leadership positions at GE Capital, Bank of Tokyo-Mitsubishi, and Bankers Trust. Mr. Moon also serves as a Board

Member for the Cortland College Foundation.

Stergios “Terry” Theologides
Age 57	Executive Vice President and Chief Administrative<br><br>Officer<br><br>Joined Fannie Mae in 2019

Mr. Theologides has served as Executive Vice President and Chief Administrative Officer since January 2024. In this

role, he is responsible for leading our Economic & Strategic Research group and our ESG and mission, government and

industry relations, legal, and marketing and communications functions. From 2019 to 2023, Mr. Theologides served as

Fannie Mae’s Executive Vice President, General Counsel and Corporate Secretary. Prior to joining Fannie Mae, from

2017 to 2019, Mr. Theologides was in private legal practice at Theologides Law, P.C. He served as Senior Vice

President, General Counsel and Secretary of CoreLogic, Inc. from 2010 to 2017, and served as Senior Vice President

and General Counsel, Information Solutions Group, of The First American Corporation, CoreLogic’s predecessor, from

2009 to 2010. Mr. Theologides was Executive Vice President and General Counsel for Morgan Stanley’s U.S. residential

mortgage businesses from 2007 to 2009. He was Executive Vice President, General Counsel and Secretary for New

Century Financial Corporation from 1998 to 2007. Mr. Theologides was in private legal practice at O’Melveny & Myers

LLP from 1992 to 1996.

Item 11.  Executive Compensation

Compensation Discussion and Analysis

Named Executives for 2023

This Compensation Discussion and Analysis focuses on our compensation decisions and arrangements for 2023

relating to the following executive officers, whom we refer to as our “named executives”:

•Priscilla AlmodovarChief Executive Officer

•Chryssa C. HalleyExecutive Vice President and Chief Financial Officer

•David C. BensonPresident

•H. Malloy EvansExecutive Vice President—Single-Family

•Anthony MoonExecutive Vice President and Chief Risk Officer

| Directors, Executive Officers and Corporate Governance | Executive Officers | | --- || Fannie Mae 2023 Form 10-K | 174 | | --- | --- |

Executive Summary

Due to our conservatorship status and other legal requirements, FHFA, our conservator and regulator, has substantial

oversight and approval rights over our executive compensation arrangements and determinations. While conserving

taxpayer resources is an important objective of FHFA’s design of our executive compensation program, we and FHFA

understand that this objective must be balanced with our need to attract and retain qualified and experienced

executives. In addition to FHFA’s oversight, Congress has also enacted legislation that significantly impacts the

compensation we pay our named executives, as we describe in “Legal, Regulatory and Conservator Restrictions on

Executive Compensation.”

Compensation for our Chief Executive Officer is limited by statute while we are in conservatorship or receivership. Our

2023 compensation arrangements with our other named executives, which we refer to as the “2023 executive

compensation program,” were developed by FHFA in consultation with Treasury. Named executives other than our Chief

Executive Officer receive two principal elements of compensation: base salary, which is paid throughout the year, and

deferred salary, which is paid after a deferral period. There are two components to deferred salary: (1) a fixed portion

that is generally subject to reduction if an executive leaves the company within one year following the end of the

performance year, unless they have met specified age and years of service requirements; and (2) an at-risk portion that

is subject to reduction based on corporate and individual performance. Named executives do not receive bonuses or

any form of equity compensation.

We had a successful year in 2023 despite housing affordability challenges posed by volatile macroeconomic conditions,

rising mortgage interest rates and housing prices, and a low mortgage-origination environment. Under the leadership of

our executives, including our named executives, we provided $369 billion in liquidity to the market in 2023 and, as

discussed in “Determination of 2023 Compensation,” had many additional accomplishments. We completed the

corporate performance goals for 2023 set by FHFA as our conservator, which we refer to as the 2023 scorecard. In

addition, the Compensation and Human Capital Committee of our Board of Directors recommended, and the Board

determined, that, taking a holistic view of our 2023 performance, management should be credited with 100%

achievement of the Board of Directors’ goals.

Overview of 2023 Executive Compensation Program

FHFA has advised us that the design of our executive compensation program is intended to fulfill and balance three

primary objectives:

•Maintain Lower Pay Levels to Conserve Taxpayer Resources. Given our conservatorship status, our executive

compensation program is designed generally to provide for lower pay levels relative to large financial services

companies that are not in conservatorship.

•Attract and Retain Executive Talent. Our executive compensation program is intended to attract and retain

executive talent with the specialized skills and knowledge necessary to effectively manage a large financial

services company. Executives with these qualifications are needed for us to continue to fulfill our important role

in providing liquidity to the mortgage market and supporting the housing market, as well as to prudently

manage our $4.1 trillion guaranty book of business. We face competition for qualified executives from other

companies. The Compensation and Human Capital Committee regularly considers the level of our executives’

compensation and whether changes are needed to attract and retain executives.

•Reduce Pay if Goals Are Not Achieved. To support FHFA’s goals for our conservatorship and encourage

performance in furtherance of these goals, 30% of an executive’s total target direct compensation consists of

at-risk deferred salary subject to reduction based on corporate and individual performance.

FHFA’s objectives for our executive compensation program and the legal, regulatory and conservator restrictions on our

executive compensation described below limit our ability to make changes to the program and limit the amount and type

of compensation we may pay our executives.

Legal, Regulatory and Conservator Restrictions on Executive Compensation

We describe below legal, regulatory and conservator requirements that significantly affect our executive compensation

program and policies.

Requirements Applicable During Conservatorship

While we are in conservatorship, we are subject to additional legal, regulatory and conservator requirements relating to

our executive compensation, including the following:

•Equity in Government Compensation Act. The Equity in Government Compensation Act of 2015 limits the

compensation and benefits for our Chief Executive Officer to the same level in effect as of January 1, 2015

| Executive Compensation | Compensation Discussion and Analysis | | --- || Fannie Mae 2023 Form 10-K | 175 | | --- | --- |

while we are in conservatorship or receivership. This law also provides that compensation and benefits for our

Chief Executive Officer may not be increased while we are in conservatorship or receivership. Accordingly,

annual direct compensation for our Chief Executive Officer is limited to base salary at an annual rate of

$600,000.

•The Stop Trading on Congressional Knowledge Act of 2012, known as the STOCK Act. Pursuant to the STOCK

Act and related FHFA regulations, our senior executives, including the named executives, are prohibited from

receiving bonuses during conservatorship. FHFA defines a bonus as a payment that rewards an employee for

work performed, where details of the award (such as the decision to grant it or its amounts) are determined

after the performance period using discretion or inherently subjective measures.

•FHFA authority to set executive compensation. The powers of FHFA as our conservator include the authority to

set executive compensation. As our conservator, FHFA has retained the authority to approve the terms and

amounts of our executive compensation. In its instructions to us, FHFA has directed management to obtain

FHFA’s decision before entering into new compensation arrangements or increasing amounts or benefits

payable under existing compensation arrangements of named executives or other executive officers as defined

in SEC rules.

•FHFA requirements for employee compensation. Pursuant to FHFA instructions, FHFA’s decision as

conservator is required with regard to any changes in employee compensation that could significantly impact

our employees, including but not limited to special incentive plans, merit increase pool funding, and retention

awards for executives.

•Key FHFA compensation directives. As our conservator, from time to time FHFA issues or updates directives

that relate to compensation of our executives and other employees. Currently applicable FHFA directives

provide as follows:

◦Base salaries for all executives are limited to no more than $600,000.

◦Our policies and procedures must include penalties for executive officers and certain other covered

employees who are found to have engaged in specified restricted activity, including the clawback of

compensation in appropriate circumstances to the extent permitted by law.

◦We may target between the 25th and 50th percentiles of appropriate market data for both new

executive hires and compensation increase requests for existing executives, unless FHFA has granted

an exception.

◦In November 2023, FHFA directed us to implement a new peer group and benchmarking approach for

executive compensation and apply a 20% discount to benchmarks for the roles of Chief Financial

Officer, Chief Operating Officer, and President.

•Stockholder Powers. As our conservator, FHFA has all powers of our stockholders. Accordingly, we have not

held stockholders’ meetings since entering into conservatorship, nor have we held any stockholder advisory

votes on executive compensation.

•Golden Parachute Regulation. A golden parachute payment generally refers to a compensatory payment that is

contingent on or provided in connection with termination of employment. FHFA regulation pursuant to the GSE

Act generally prohibits us from making golden parachute payments to any current or former director, officer, or

employee during any period in which we are in conservatorship, receivership or other troubled condition, unless

either a specific exemption applies or the Director of FHFA approves the payments. Specific exemptions

include qualified pension or retirement plans, nondiscriminatory employee plans or programs that meet

specified requirements, and bona fide deferred compensation plans or arrangements that meet specified

requirements.

Other Applicable Requirements

We are also subject to legal and regulatory requirements relating to our executive compensation that apply whether or

not we are in conservatorship, including the following:

•Senior Preferred Stock Purchase Agreement. Under the terms of our senior preferred stock purchase

agreement with Treasury, until the senior preferred stock is repaid or redeemed in full:

◦We may not enter into any new compensation arrangements with, or increase amounts or benefits

payable under existing compensation arrangements of, any named executives or other executive

officers as defined in SEC rules without the consent of the Director of FHFA, in consultation with the

Secretary of the Treasury.

| Executive Compensation | Compensation Discussion and Analysis | | --- || Fannie Mae 2023 Form 10-K | 176 | | --- | --- |

◦We may not sell or issue any equity securities without the prior written consent of Treasury except

under limited circumstances, which effectively eliminates our ability to offer stock-based compensation.

•Charter Act. Under the Charter Act and related FHFA regulations, FHFA as our regulator must approve any

termination benefits we offer to our named executives and certain other officers identified by FHFA.

•GSE Act. Pursuant to the GSE Act and related FHFA regulations, FHFA as our regulator has specified oversight

authority over our executive compensation. The GSE Act directs FHFA to prohibit us from providing

compensation to our named executives and certain other officers identified by FHFA that is not reasonable or

comparable with compensation for employment in other similar businesses (including other publicly held

financial institutions or major financial services companies) involving similar duties and responsibilities. FHFA

may at any time review the reasonableness and comparability of an executive officer’s compensation and may

require us to withhold any payment to the officer during such review. The GSE Act also provides that, if we are

classified as significantly undercapitalized, FHFA’s prior written approval is required to pay any bonus to an

executive officer or to provide certain increases in compensation to an executive officer.

Chief Executive Officer Compensation

Direct compensation for our Chief Executive Officer consists solely of a base salary at an annual rate of $600,000 and

has been limited to this amount by statute since the enactment of the Equity in Government Compensation Act of 2015.

For purposes of this disclosure, “direct compensation” includes salary and other cash compensation, but excludes

health and welfare, retirement, relocation, secure transportation, and other similar benefits. See “Compensation Tables

and Other Information—Summary Compensation Table” for information about our Chief Executive Officer’s total 2023

compensation.

Limits on our Chief Executive Officer compensation affect our ability to attract and retain executive talent. Total direct

compensation for our Chief Executive Officer is significantly below the market median for 2022 chief executive officer

compensation at comparable businesses. Our inability to offer market-based compensation to our Chief Executive

Officer hinders our succession planning for our chief executive officer role. See “Risk Factors—GSE and

Conservatorship Risk” for a discussion of the risks associated with executive retention and succession planning.

| Executive Compensation | Compensation Discussion and Analysis | | --- || Fannie Mae 2023 Form 10-K | 177 | | --- | --- |

Elements of 2023 Executive Compensation Program

Direct Compensation

The table below summarizes the principal elements, objectives and key features of our 2023 executive compensation

program for our named executives other than our Chief Executive Officer, who receives no deferred salary. All elements

of our named executives’ direct compensation are paid in cash.

Compensation<br><br>Element	Form	Primary<br><br>Compensation<br><br>Objectives	Key Features
Base Salary	Fixed cash payments,<br><br>which are paid during the<br><br>year on a biweekly basis.	Attract and<br><br>retain named<br><br>executives by<br><br>providing a<br><br>fixed level of<br><br>current cash<br><br>compensation.	Base salary reflects each named executive’s level<br><br>of responsibility and experience, as well as<br><br>individual performance over time.<br><br>Base salary rate may not exceed $600,000 for any<br><br>executive while we are in conservatorship.
Deferred<br><br>Salary<br><br>(Not applicable<br><br>to our Chief<br><br>Executive<br><br>Officer)	Deferred salary is earned in<br><br>biweekly increments over<br><br>the course of the<br><br>performance year.<br><br>There are two elements of<br><br>deferred salary:<br><br>• a fixed portion that is<br><br>generally subject to<br><br>reduction if an executive<br><br>leaves Fannie Mae within<br><br>one year following the end<br><br>of the performance year,<br><br>unless they have met<br><br>specified age and years of<br><br>service requirements; and<br><br>• an at-risk portion that is<br><br>subject to reduction based<br><br>on assessments of<br><br>corporate and individual<br><br>performance following the<br><br>end of the performance<br><br>year.<br><br>Deferred salary is paid in<br><br>quarterly installments in the<br><br>year after it is earned for<br><br>fixed deferred salary and in<br><br>the second year for at-risk<br><br>deferred salary.<br><br>Interest accrues on deferred<br><br>salary at one-half of the<br><br>one-year Treasury Bill rate<br><br>in effect on the last<br><br>business day immediately<br><br>preceding the year in which<br><br>the deferred salary is<br><br>earned.	Fixed Deferred Salary
		Retain named<br><br>executives.	Earned but unpaid fixed deferred salary is generally<br><br>subject to reduction if a named executive leaves<br><br>Fannie Mae within one year following the end of the<br><br>performance year, unless they have met the age<br><br>and years of service requirements specified below.<br><br>The amount of earned but unpaid fixed deferred<br><br>salary received by the named executive will be<br><br>reduced by 2% for each full or partial month by<br><br>which the executive’s separation date precedes<br><br>January 31 of the second year following the<br><br>performance year (or, if later, the end of the twenty-<br><br>fourth month following the month in which the<br><br>named executive first earned deferred salary).<br><br>The reduction provisions applicable to payments of<br><br>earned but unpaid fixed deferred salary do not<br><br>apply if an officer’s employment terminates other<br><br>than for cause at or after age 62, or age 55 with ten<br><br>years of service with Fannie Mae, or as a result of<br><br>death or long-term disability.
		At-Risk Deferred Salary
		Retain named<br><br>executives and<br><br>encourage<br><br>them to achieve<br><br>corporate and<br><br>individual<br><br>performance<br><br>objectives.	Equal to 30% of each named executive’s total<br><br>target direct compensation. Half of at-risk deferred<br><br>salary was subject to reduction based on corporate<br><br>performance against the 2023 scorecard as<br><br>determined by FHFA in its discretion. The<br><br>remaining half of at-risk deferred salary was subject<br><br>to reduction based on individual performance as<br><br>determined by the Board of Directors, with FHFA’s<br><br>review, taking into account corporate performance<br><br>against the 2023 Board of Directors’ goals.<br><br>There is no potential for at-risk deferred salary to<br><br>be paid out at greater than 100% of target; at-risk<br><br>deferred salary is subject only to reduction.<br><br>If the executive’s employment terminates due to<br><br>death or long-term disability prior to the Board of<br><br>Directors’ and FHFA’s determinations of<br><br>performance, the reduction provisions applicable to<br><br>payments of earned but unpaid at-risk deferred<br><br>salary do not apply.
Executive Compensation	Compensation Discussion and Analysis
---		Fannie Mae 2023 Form 10-K	178
---	---

Employee Benefits

Our employee benefits serve as an important tool in attracting and retaining senior executives. We describe the

employee benefits available in 2023 to our named executives in the table below. We provide more detail on our

retirement plans in “Compensation Tables and Other Information.”

Benefit	Form	Primary Objective
401(k) Plan (“Retirement<br><br>Savings Plan”)	The Retirement Savings Plan is a tax-qualified<br><br>defined contribution plan (“401(k) plan”) available to<br><br>our employee population as a whole.	Attract and retain named<br><br>executives by providing<br><br>retirement savings in a<br><br>tax-efficient manner.
Non-qualified Deferred<br><br>Compensation (“Supplemental<br><br>Retirement Savings Plan”)	The Supplemental Retirement Savings Plan is an<br><br>unfunded, non-tax-qualified defined contribution<br><br>plan. The plan supplements our Retirement Savings<br><br>Plan by providing benefits to participants whose<br><br>annual eligible earnings exceed the IRS limit on<br><br>eligible compensation for 401(k) plans.	Attract and retain named<br><br>executives by providing<br><br>additional retirement<br><br>savings.
Health, Welfare and Other<br><br>Benefits	In general, the named executives are eligible for the<br><br>same benefits available to our employee population<br><br>as a whole, including our medical insurance plans,<br><br>life insurance program and matching charitable gifts<br><br>program. The named executives are also eligible to<br><br>participate in our voluntary supplemental long-term<br><br>disability plan, which is available to many of our<br><br>employees.	Provide for the well-being<br><br>of the named executives<br><br>and their families.

Sign-on Awards and Relocation Benefits

In addition to the direct compensation and employee benefits described in the tables above, from time to time we may

offer a sign-on award to a new executive to attract the executive to join Fannie Mae and to compensate the executive

for compensation forfeited upon leaving a prior employer. We also from time to time may offer relocation benefits to a

new executive to attract the executive by reimbursing them for costs associated with moving to the Washington, DC

area.

Mr. Moon, who joined Fannie Mae in December 2022, received a sign-on award of $2,100,000, payable in three

installments, primarily to compensate him for compensation he forfeited upon leaving his prior employer. Mr. Moon

received a first installment pursuant to this award, in the amount of $1,050,000, in January 2023 and a second

installment, in the amount of $525,000, in December 2023. He is scheduled to receive the final installment of $525,000

in December 2024. Under the terms of the award, each installment is subject to repayment if, within one year after its

payment, Mr. Moon resigns or his employment with Fannie Mae is terminated involuntarily due to his misconduct.

Ms. Almodovar, who joined Fannie Mae in December 2022, received relocation benefits in 2022 and 2023 in connection

with her hire. These relocation benefits are conditioned on her continued employment with Fannie Mae for a minimum of

18 months. If she had resigned or her employment had terminated involuntarily due to misconduct within twelve months

of her December 2022 start date, Ms. Almodovar would have been required to reimburse Fannie Mae 100% of the

relocation benefits paid to her. If she resigns or her employment is terminated due to misconduct from the 13th through

the 18th month from her December 2022 start date, she is required to reimburse Fannie Mae 50% of the benefits paid.

Secure Transportation Services

For her safety, we provide Ms. Almodovar with the services of a car and executive protection driver for local commuting

and related travel pursuant to the recommendation of a third-party security study.

Severance Benefits

We have not entered into agreements with any of our named executives that entitle the executive to severance benefits.

Under the 2023 executive compensation program, a named executive is entitled to receive a specified portion of their

earned but unpaid deferred salary (and related interest) if they resign, retire, or if their employment is terminated by

Fannie Mae for any reason other than for cause. See “Compensation Tables and Other Information—Potential

Payments Upon Termination or Change-in-Control” for information on compensation that we may pay to a named

executive in certain circumstances in the event the executive’s employment is terminated.

| Executive Compensation | Compensation Discussion and Analysis | | --- || Fannie Mae 2023 Form 10-K | 179 | | --- | --- |

Determination of 2023 Compensation

2023 Compensation Actions

The table below displays the 2023 direct compensation targets for each of our named executives compared to the

actual amounts that will be paid to them based on the assessments and determinations made by FHFA, the

Compensation and Human Capital Committee, and the Board of Directors. This table is presented on a different basis

from, and is not intended to replace, the Summary Compensation Table required under applicable SEC rules, which is

included in “Compensation Tables and Other Information—Summary Compensation Table” and includes additional

forms of compensation not included in the table below.

Summary of 2023 Compensation Actions
			2023 Corporate<br><br>Performance-Based<br><br>At-Risk Deferred<br><br>Salary		2023 Individual<br><br>Performance-Based<br><br>At-Risk Deferred<br><br>Salary		Total
Name and Principal Position	2023 Base<br><br>Salary	2023 Fixed<br><br>Deferred<br><br>Salary	Target	Actual<br><br>% of<br><br>Target	Target	Actual<br><br>% of<br><br>Target	Target	Actual
Priscilla Almodovar	$600,000	$—	$—	—%	$—	—%	$600,000	$600,000
Chief Executive Officer
Chryssa Halley(1)	592,308	1,486,154	445,384	91	445,385	100	2,969,231	2,929,147
Executive Vice President and Chief<br><br>Financial Officer
David Benson	600,000	2,480,000	660,000	91	660,000	100	4,400,000	4,340,600
President
H. Malloy Evans(1)	592,308	1,486,154	445,384	91	445,385	100	2,969,231	2,929,147
Executive Vice President—Single-<br><br>Family
Anthony Moon(2)	500,000	1,460,000	420,000	91	420,000	100	2,800,000	2,762,200
Executive Vice President and Chief<br><br>Risk Officer

(1)Amounts shown reflect that Ms. Halley’s and Mr. Evans’s compensation increased during January 2023. The increases

were approved by the Board of Directors and FHFA to better align their compensation with the market. Ms. Halley’s and Mr.

Evans’s total annual direct compensation targets increased to $3,000,000, consisting of base salary of $600,000, fixed

deferred salary of $1,500,000 and at-risk deferred salary of $900,000.

(2)This table excludes the sign-on award Mr. Moon received in 2023, which is discussed in “Elements of 2023 Executive

Compensation Program—Sign-on Awards and Relocation Benefits.”

Assessment of Corporate Performance against 2023 Scorecard

Overview

In January 2023, FHFA issued the 2023 scorecard, a set of corporate performance objectives and related targets for

2023. Half of 2023 at-risk deferred salary, or 15% of overall 2023 total target direct compensation, for each named

executive other than Ms. Almodovar was subject to reduction based on FHFA’s assessment in its discretion of our

performance against the 2023 scorecard and related objectives.

The elements of the 2023 scorecard are shown below under “FHFA Assessment.” FHFA developed these objectives and

related targets with input from management. The 2023 scorecard established that our performance would be assessed

based on the following criteria:

•Our products and programs foster liquid, competitive, efficient, and resilient housing finance markets that

support affordable, sustainable, and equitable access to homeownership and rental housing;

•We conduct business in a safe and sound manner;

•We meet expectations under all FHFA requirements, including those pertaining to capital, liquidity, and credit

risk transfer;

•We continue to manage operations while in conservatorship in a manner that preserves and conserves assets

through the prudent stewardship of our resources;

| Executive Compensation | Compensation Discussion and Analysis | | --- || Fannie Mae 2023 Form 10-K | 180 | | --- | --- |

•We cooperate and collaborate with FHFA to meet the conservator’s priorities and guidance throughout the

course of the year;

•We deliver work products that are high quality, thorough, creative, effective, and timely, and that consider

effects on homeowners, multifamily property owners, and renters, Fannie Mae and Freddie Mac, the industry,

and other stakeholders; and

•We ensure that diversity, equity, and inclusion remain top priorities in strategic planning, operations, and

business development.

FHFA Assessment

We provided updates to and maintained a dialogue with FHFA throughout 2023 on our performance against the 2023

scorecard, including our performance against FHFA’s expectations for diversity and inclusion. In January 2024, FHFA

reviewed and assessed our performance against the 2023 scorecard, with input from management, and determined that

the portion of 2023 at-risk deferred salary for senior executives that is based on corporate performance would be paid at

91% of target. In assessing our performance against the 2023 scorecard, the factors considered by FHFA included our

completion of all of the 2023 scorecard objectives and our performance against the qualitative assessment criteria

referenced above.

| Executive Compensation | Compensation Discussion and Analysis | | --- || Fannie Mae 2023 Form 10-K | 181 | | --- | --- |

The table below sets forth the 2023 scorecard and a summary of FHFA’s assessment of our achievement against the

scorecard objectives and targets. For purposes of the 2023 scorecard, “Enterprise” refers to each of Fannie Mae and

Freddie Mac.

FHFA 2023 Scorecard
Objectives	Performance
Promote Equitable Access to Affordable and Sustainable Housing (50%)<br><br>Conduct business and undertake initiatives that support affordable, sustainable, and equitable access to homeownership<br><br>and rental housing, and fulfill all statutory mandates.
Take significant actions to ensure that all borrowers and renters<br><br>have equitable access to sustainable long-term affordable<br><br>housing opportunities, including efforts that further energy<br><br>efficiency, resiliency, and cost savings in the mortgage process.<br><br>Develop and implement strategies to support and advance the<br><br>following:<br><br>•Sustainable homeownership and affordable rental housing<br><br>◦Explore options to expand energy efficiency and to improve<br><br>resiliency product offerings and policy guidelines.<br><br>◦Explore the feasibility of expanding tenant protections in<br><br>properties financed by the Enterprises.<br><br>◦Identify strategies and activities to facilitate greater<br><br>affordable housing supply within the limits of charter<br><br>authorities.<br><br>◦Plan for implementation of the approved credit score<br><br>models, informed by stakeholder outreach.<br><br>•Equitable access to housing<br><br>◦Take meaningful actions to achieve the goals and objectives<br><br>of the Enterprises’ Equitable Housing Finance Plans.<br><br>◦Continue efforts to minimize single-family appraisal bias and<br><br>improve valuation equity, including by supporting FHFA’s<br><br>implementation of the Property and Valuation Equity<br><br>(“PAVE”) action plan.<br><br>•Efficiency in the mortgage market<br><br>◦Continue modernization of single-family appraisal processes<br><br>and practices.<br><br>◦Leverage data, technology, and other innovations to<br><br>promote efficiency and cost savings in mortgage processes.<br><br>•Climate risks<br><br>◦Identify and pursue measures to enhance consumer<br><br>awareness of climate risks in housing.<br><br>◦Continue research to identify at-risk borrowers, properties,<br><br>and communities to inform policy and improve climate-<br><br>resiliency efforts.	The objectives were assessed as completed.<br><br>In its assessment, FHFA noted that Fannie Mae<br><br>exceeded its targets and measures relating to<br><br>multifamily tenant protections by developing<br><br>several innovative and precedent setting<br><br>resident-centered property management<br><br>practices and identifying opportunities to develop<br><br>industry-wide best practices.<br><br>FHFA also noted that Fannie Mae provided<br><br>exceptionally high-quality deliverables in support<br><br>of its work to leverage data, technology and other<br><br>innovations to promote efficiency and cost<br><br>savings in single-family mortgage processes.
Manage new multifamily purchases to remain within the<br><br>multifamily cap requirements, including an expanded focus on<br><br>workforce/moderate income housing.	The objectives were assessed as completed.
Executive Compensation	Compensation Discussion and Analysis
---		Fannie Mae 2023 Form 10-K	182
---	---
FHFA 2023 Scorecard, continued
---	---
Objectives	Performance
Operate the Business in a Safe and Sound Manner (50%)<br><br>Operate with heightened focus on safety and soundness and with a prudent risk profile consistent with continued support<br><br>for housing finance markets throughout the economic cycle, while minimizing the risk of requiring a draw against the<br><br>Treasury commitment.
Ensure that the Enterprise is resilient to operational, market,<br><br>credit, counterparty, economic, and climate risks.<br><br>•Address examination and supervision findings promptly.<br><br>•Maintain effective risk management systems appropriate for<br><br>entities that need to minimize risk to capital as they rebuild<br><br>their capital buffers.<br><br>•Take appropriate action to address risk exposure and enhance<br><br>Enterprise counterparty risk controls.<br><br>•Strengthen risk management capabilities in identifying,<br><br>assessing, controlling, monitoring, and reporting on climate<br><br>risk and incorporating these capabilities into the overall<br><br>Enterprise risk framework.<br><br>•Maintain ability to respond to operational events without<br><br>significant disruption to the primary or secondary mortgage<br><br>market.<br><br>•Maintain liquidity at levels required by FHFA and sufficient to<br><br>sustain Enterprise operations through severe stress events.<br><br>•Continue to develop the pricing framework to maintain support<br><br>for core mission single-family borrowers, ensure a level playing<br><br>field for small and large sellers, foster capital accumulation,<br><br>and achieve viable returns on capital.	The objectives were assessed as completed.
Transfer a meaningful amount of credit risk to private investors<br><br>in a commercially reasonable and safe and sound manner,<br><br>reducing risk to taxpayers.	The objectives were assessed as completed.
Ensure CSS operates in a safe and sound manner in support of<br><br>Enterprise securitization activities.	Fannie Mae’s performance was not assessed<br><br>with respect to this objective, which<br><br>established measures only for CSS.

Assessment of Corporate Performance against 2023 Board of Directors’ Goals

In January 2023, the Board of Directors established the 2023 Board of Directors’ goals, which are presented in the table

below. Performance against these goals was a factor the Board of Directors used to determine individual performance

of our named executives, other than our Chief Executive Officer, for purposes of the individual performance-based

component of 2023 at-risk deferred salary.

The Compensation and Human Capital Committee reviewed our performance against the 2023 Board of Directors’

goals in December 2023 and again, with the full Board of Directors, in January 2024. In connection with the review,

management provided the Compensation and Human Capital Committee and the full Board of Directors with a report

assessing management’s performance against the goals, which was reviewed for reasonableness by our Internal Audit

group. The Compensation and Human Capital Committee considered management’s assessment of its performance

against the goals. The Committee also discussed Fannie Mae’s 2023 performance with the full Board and the Chairs of

the Audit Committee and Risk Policy and Capital Committee. The Board of Directors and the Compensation and Human

Capital Committee did not assign any relative weight to the Board of Directors’ goals and the Compensation and Human

Capital Committee used its judgment in determining the overall level of company performance.

Taking a holistic view of our 2023 performance, in January 2024 the Compensation and Human Capital Committee

recommended, and the Board of Directors determined, that management should be credited with 100% achievement of

the Board of Directors’ goals. The Compensation and Human Capital Committee commended management’s

performance in the face of housing affordability challenges posed by volatile macroeconomic conditions, rising

mortgage interest rates and housing prices, and a low mortgage-origination environment. In assessing management’s

performance, the Compensation and Human Capital Committee noted that Fannie Mae delivered solid financial results

| Executive Compensation | Compensation Discussion and Analysis | | --- || Fannie Mae 2023 Form 10-K | 183 | | --- | --- |

while prioritizing operating within risk limits, consistent with its regulatory commitments. Fannie Mae also continued to

execute on its mission to facilitate equitable and sustainable access to homeownership and quality affordable rental

housing across America by excelling in regard to its Board of Directors’ goals related to climate, workforce, and diversity

and inclusion. The Compensation and Human Capital Committee provided FHFA with its assessment of corporate

performance against the 2023 Board of Directors’ goals.

The table below sets forth our 2023 Board of Directors’ goals and a summary of the Compensation and Human Capital

Committee’s assessment of our achievement against these goals.

Board of Directors’ Goals
Goals		Performance
Goals Relating to Strategic Objectives
Improve Equitable &<br><br>Sustainable Access to<br><br>Housing	Take action to ensure that<br><br>borrowers and renters<br><br>have equitable access to<br><br>long-term affordable<br><br>housing opportunities.	The goal was assessed as achieved.<br><br>The Compensation and Human Capital Committee<br><br>believes Fannie Mae met or exceeded its duty to serve<br><br>targets, its multifamily housing goals, and the benchmark<br><br>levels for all but two of its single-family housing goals.<br><br>Those two single-family housing goals may also be met<br><br>based on the level of goals-eligible originations in the<br><br>primary mortgage market in 2023, which will not be<br><br>available until later this year. FHFA will make the final<br><br>determination on whether the company has met its 2023<br><br>housing goals and duty to serve obligations.<br><br>In making its assessment, the Committee recognized the<br><br>challenges posed by this year’s market conditions,<br><br>commended management’s progress in alignment with<br><br>the mission to facilitate equitable and sustainable access<br><br>to homeownership and quality affordable rental housing<br><br>across America and noted that management continues to<br><br>operate within risk limits and proactively engage with<br><br>FHFA.
	Take targeted actions to<br><br>address climate-related<br><br>risks to Fannie Mae while<br><br>also guiding efforts to<br><br>support sustainable<br><br>housing.	The goal was assessed as achieved.<br><br>While work to address climate-related risks and guide<br><br>efforts to help support resilient housing remains in the<br><br>early stages, in 2023 Fannie Mae took steps to begin<br><br>integrating climate risk considerations into its risk<br><br>management framework, partnered with industry<br><br>stakeholders to build environmental resiliency, and<br><br>analyzed climate risk data to limit exposure.
Enhance our Financial &<br><br>Risk Position
	Manage our business, risk,<br><br>and financial position to<br><br>ensure safety and<br><br>soundness and enable<br><br>pursuit of our mission-first<br><br>approach to business.	The goal was assessed as achieved.<br><br>Fannie Mae adhered to Board-approved risk limits<br><br>(including as remediated where limits were exceeded);<br><br>managed administrative expenses within Board-<br><br>approved limits; exceeded FHFA-required levels of return<br><br>measures on new acquisitions; modified its single-family<br><br>pricing framework; and enhanced its data, modeling and<br><br>analytics infrastructure.
Executive Compensation	Compensation Discussion and Analysis
---		Fannie Mae 2023 Form 10-K	184
---	---
Board of Directors’ Goals, continued
---	---	---
Goals		Performance
Goals Relating to Other Objectives
Progress our Digital<br><br>Transformation	Support delivery of our<br><br>business objectives to<br><br>benefit borrowers and<br><br>renters and expand<br><br>adoption of our<br><br>modernized technology,<br><br>data, and cybersecurity<br><br>capabilities to increase our<br><br>operational agility, stability<br><br>and efficiency.	The goal was assessed as achieved.<br><br>Fannie Mae made progress in cloud migrations and<br><br>asset retirements. Fannie Mae also improved its product<br><br>development practices; and continued to strengthen its<br><br>information security capabilities.
Strengthen our Workforce	Develop and maintain our<br><br>workforce to ensure<br><br>continuity of operations,<br><br>support our strategy, and<br><br>continue to enhance our<br><br>culture.	The goal was assessed as achieved.<br><br>Fannie Mae successfully navigated several significant<br><br>senior leadership changes in 2023, spotlighting the<br><br>effectiveness of its succession planning strategy. Fannie<br><br>Mae also maintained strong employee engagement and<br><br>low attrition rates.
Promote Diversity &<br><br>Inclusion	Promote diversity and the<br><br>inclusion and utilization of<br><br>minorities, women and<br><br>individuals with disabilities<br><br>in all aspects of our<br><br>business	The goal was assessed as achieved.<br><br>Fannie Mae met its diversity and inclusion goals and, in<br><br>the midst of 2023’s evolving legal landscape, reaffirmed<br><br>its commitment to fostering diversity and inclusion in its<br><br>workforce and its industry.
Deliver our Regulatory<br><br>Commitments	Ensure we are meeting<br><br>commitments to FHFA.	The goal was assessed as achieved.<br><br>Fannie Mae met all of the objectives in the 2023 FHFA<br><br>scorecard and timely submitted requested documents<br><br>and remediation plans to FHFA for all FHFA-identified<br><br>risk and control matters within established timeframes or<br><br>mutually acceptable extensions.<br><br>The Committee commended Fannie Mae for its<br><br>remediation of FHFA-identified risk and control matters in<br><br>2023.

Assessment of 2023 Individual Performance

Half of 2023 at-risk deferred salary, or 15% of overall 2023 total target direct compensation, for each named executive

other than Ms. Almodovar was subject to reduction based on individual performance in 2023, as determined by the

Board of Directors with FHFA’s approval. The Board of Directors also assessed the performance of Ms. Almodovar, who

as Chief Executive Officer does not receive at-risk deferred salary, against her goals.

The Board’s determinations regarding individual performance were based on the recommendation of the Compensation

and Human Capital Committee. For Mr. Moon, our Chief Risk Officer, the Compensation and Human Capital

Committee’s recommendation was made in consultation with the Risk Policy and Capital Committee. These committees

met in January 2024 to assess the 2023 performance of our named executives. The committees discussed the

individual performance of our named executives (other than Ms. Almodovar) with Ms. Almodovar, our Chief Executive

Officer, and the individual performance of some of our named executives with Mr. Benson, our President. Upon

recommendation from the committees, the Board of Directors determined performance and approved individual

performance-based at-risk deferred salary for 2023. The Board of Directors’ determinations and highlights of each

named executive’s performance in 2023 are discussed below. FHFA approved the performance-based at-risk deferred

salary payments for the eligible named executives in February 2024.

| Executive Compensation | Compensation Discussion and Analysis | | --- || Fannie Mae 2023 Form 10-K | 185 | | --- | --- | | Priscilla Almodovar<br><br>Chief Executive Officer | Ms. Almodovar provided strong leadership to Fannie Mae. Her 2023 accomplishments<br><br>included:<br><br>•Oversaw completion of all of the corporate performance goals in FHFA’s 2023<br><br>scorecard and achievement of a 100% rating on the Board of Directors’ goals.<br><br>•Delivered solid financial results, continued to build net worth, maintained solid credit risk<br><br>characteristics in Fannie Mae’s guaranty book of business, and managed within risk<br><br>limits.<br><br>•Completed implementation of a modified single-family pricing framework and enhanced<br><br>data, modeling and analytics infrastructure.<br><br>•Navigated market volatility, macroeconomic uncertainties, regional banking sector<br><br>failures, lender financial pressures, and third-party cybersecurity incidents by<br><br>demonstrating operational discipline, risk management, transparent communication and<br><br>decisiveness, along with collaboration across divisions and with FHFA and other<br><br>stakeholders.<br><br>•Demonstrated budget discipline, implemented capacity-based planning, and routinized<br><br>management committee-level prioritization practices to ensure we focused on our most<br><br>important objectives and effectively deploying human and financial resources. | | --- | --- | | Chryssa Halley<br><br>Executive Vice<br><br>President and Chief<br><br>Financial Officer | The Board determined that Ms. Halley’s individual performance-based at-risk deferred salary<br><br>for 2023 would be paid at 100% of her target. Ms. Halley’s accomplishments in 2023 provided<br><br>critical support to Fannie Mae’s achievement of the company’s 2023 goals. Her 2023<br><br>accomplishments included:<br><br>•Changed trajectory of 2023 budget by limiting headcount increases, establishing task<br><br>force to review spending on third-party services, and changed the threshold for approval<br><br>of third-party spending.<br><br>•Led prioritization of work across Fannie Mae, organizing a management committee<br><br>subgroup to limit priorities and connect work to strategy and critical initiatives.<br><br>•Oversaw significant improvements to Fannie Mae’s stress testing processes, including<br><br>incorporating first-line controls testing.<br><br>•Supported work on addressing FHFA requirements for remediating modeling<br><br>deficiencies, including establishing project team and reporting to the Board on progress,<br><br>including initial assessment of critical models.<br><br>•Reorganized Finance division, including consolidating the company’s financial<br><br>forecasting function as well as aligning capital monitoring and management within the<br><br>Treasurer’s organization.<br><br>•Oversaw the Finance division’s completion of the transition from LIBOR to SOFR.<br><br>•Shortened the timeline for conducting financial forecasting. || Executive Compensation | Compensation Discussion and Analysis | | --- || Fannie Mae 2023 Form 10-K | 186 | | --- | --- | | David Benson<br><br>President | The Board determined that Mr. Benson’s individual performance-based at-risk deferred salary<br><br>for 2023 would be paid at 100% of his target. Mr. Benson’s continued strong leadership in<br><br>2023 was critical to the company’s success in achieving the 2023 scorecard and 2023 Board<br><br>of Directors’ goals. His 2023 accomplishments included:<br><br>•Supported completion of the corporate performance goals in FHFA’s 2023 scorecard<br><br>and achievement of a 100% rating on the Board of Directors’ goals.<br><br>•Delivered solid financial results, continued to build net worth, maintained solid credit risk<br><br>characteristics in Fannie Mae’s guaranty book of business, and managed within risk<br><br>limits.<br><br>•Oversaw the design of our initial generative artificial intelligence governance process to<br><br>evaluate use cases that may drive business value and appropriately mitigate risk;<br><br>established an enterprise lead for our recently created generative artificial intelligence<br><br>program, which we continue to build.<br><br>•Continued mission-centric product and technology innovation and evolution of our<br><br>initiatives supporting affordable housing.<br><br>•Navigated market volatility, macroeconomic uncertainties, regional banking sector<br><br>failures, lender financial pressures, and third-party cybersecurity incidents by<br><br>demonstrating operational discipline, risk management, transparent communication and<br><br>decisiveness, along with collaboration across divisions and with FHFA and other<br><br>stakeholders.<br><br>•As CSS Board member, oversaw successful operations of this joint venture, which<br><br>Fannie Mae relies on for the operation of a majority of its single-family securitization,<br><br>and facilitated the transition of a new Fannie Mae-designated board member upon the<br><br>departure of the prior designee. | | --- | --- | | Malloy Evans<br><br>Executive Vice<br><br>President—Single-<br><br>Family | The Board determined that Mr. Evans’s individual performance-based at-risk deferred salary<br><br>for 2023 would be paid at 100% of his target. Mr. Evans’s accomplishments in 2023<br><br>contributed to Fannie Mae’s achievement of the company’s 2023 goals. His 2023<br><br>accomplishments included:<br><br>•Managed competing business objectives relating to risks, returns, UMBS alignment and<br><br>our mission during a volatile macroeconomic environment, while staying within budget.<br><br>•Managed development and implementation of changes to Fannie Mae’s single-family<br><br>pricing framework.<br><br>•Oversaw continued innovation to support access to credit for credit-invisible and<br><br>underserved borrowers and to support borrower resilience and stability.<br><br>•Significantly advanced the Single-Family division’s ability to prioritize work and capacity<br><br>to deliver, enabling resource and business agility and supporting capacity-based<br><br>planning efforts.<br><br>•Improved alignment and partnership with Chief Information Office and Finance divisions<br><br>to effectively meet objectives.<br><br>•Reorganized the Single-Family division to more effectively align product and digital<br><br>capabilities with business activities and enhance execution on a unified set of prioritized<br><br>initiatives. || Executive Compensation | Compensation Discussion and Analysis | | --- || Fannie Mae 2023 Form 10-K | 187 | | --- | --- | | Anthony Moon<br><br>Executive Vice<br><br>President and Chief<br><br>Risk Officer | The Board determined that Mr. Moon’s individual performance-based at-risk deferred salary<br><br>for 2023 would be paid at 100% of his target. Mr. Moon’s accomplishments in 2023 provided<br><br>critical support to Fannie Mae’s achievement of the company’s 2023 goals. His 2023<br><br>accomplishments included:<br><br>•Responded to FHFA concerns regarding modeling deficiencies, including conducting a<br><br>gap assessment and establishing a remediation plan.<br><br>•Strengthened the model risk management team by recruiting new leadership and began<br><br>developing a new quality control function.<br><br>•Improved risk reporting for Board and management-level risk committees.<br><br>•Designed and helped implement changes to Fannie Mae’s governance structure and<br><br>delegations of authority designed to more effectively use company resources to manage<br><br>risks to the business. | | --- | --- |

Other Executive Compensation Considerations

Role of Compensation Consultants

The Compensation and Human Capital Committee’s independent compensation consultant is Frederic W. Cook & Co.,

Inc. (“FW Cook”). Management’s outside compensation consultant is McLagan.

For 2023, consultants from FW Cook attended meetings and advised the Compensation and Human Capital Committee

and the Board of Directors on various executive compensation matters, including:

•supporting the Compensation and Human Capital Committee in the review of a revised peer group proposed by

FHFA for compensation benchmarking purposes;

•preparing an analysis of compensation for our Chief Executive Officer, President, and Chief Financial Officer

positions in comparison to comparable positions at companies in our peer group, based on information in proxy

statements and other reports filed by those companies with the SEC;

•reviewing McLagan’s analysis of market compensation data for select senior management positions;

•reviewing various management proposals relating to compensation structures and levels, and for new hires and

promotions;

•reviewing our risk assessment of our 2023 compensation program;

•presenting market information related to non-employee director compensation;

•assisting the Compensation and Human Capital Committee in its evaluation of our performance against the

2023 Board of Directors’ goals;

•facilitating the Compensation and Human Capital Committee’s evaluation of our Chief Executive Officer’s

performance;

•informing the Compensation and Human Capital Committee of regulatory updates and market trends in

compensation and benefits; and

•assisting with the preparation of executive compensation disclosure in our Annual Report on Form 10-K.

For 2023, consultants from McLagan attended meetings as needed and advised management and the Compensation

and Human Capital Committee on various compensation and human resources matters, including:

•providing guidance and feedback on our 2023 executive compensation program;

•supporting management in the review, recommendation, and assessment of the implications of a new peer

group for compensation benchmarking purposes;

•providing supplemental benchmark information to support Fannie Mae in meeting FHFA directions for

compensation actions;

•defining the protocol regarding benchmarking for executives;

•advising on market trends, competitive pay levels and various compensation proposals for new hires and

promotions;

•providing market compensation data for senior management positions; and

| Executive Compensation | Compensation Discussion and Analysis | | --- || Fannie Mae 2023 Form 10-K | 188 | | --- | --- |

•reviewing market data and trends, and providing Compensation and Human Capital Committee members with

an opportunity to ask questions and discuss implications of trends on Fannie Mae.

Compensation Consultant Independence Assessment

Pursuant to SEC and NYSE rules, the Compensation and Human Capital Committee assessed the independence of

FW Cook and McLagan most recently in December 2023. Based on its assessments, the Compensation and Human

Capital Committee determined that FW Cook is independent from Fannie Mae management and has no conflicts of

interest.

Because McLagan was retained by and provides services to management, it is not an independent advisor. McLagan’s

work raises no material conflicts of interest, and we believe any conflict of interest raised by McLagan’s retention and

provision of services to management as well as to the Compensation and Human Capital Committee is addressed by

the Compensation and Human Capital Committee’s receipt of advice from and access to FW Cook as its independent

compensation consultant.

Peer Group and Role of Benchmark Data

Our Compensation and Human Capital Committee typically requests benchmark compensation data for our senior

executives on an annual basis to assess the compensation of the company’s senior executives relative to our peer

group or other appropriate benchmarks described below. For 2023 compensation, the Compensation and Human

Capital Committee reviewed benchmark compensation data as one of a number of factors that informed its

compensation decisions.

Finding comparable firms for purposes of benchmarking executive compensation is challenging due to our unique

business, structure and mission, and the large size of our book of business compared to other financial services

companies. We believe the only directly comparable firm to us is Freddie Mac. At FHFA’s request, we and Freddie Mac

use the same peer group of companies for benchmarking executive compensation to provide consistency in the market

data used for compensation decisions. Factors relevant to the selection of companies for our peer group included their

status as U.S. public companies, the industry in which they operate (each is a commercial bank, insurance company,

finance lessor, government-sponsored enterprise or financial technology firm) and their size (in terms of assets and

number of employees) relative to the size of Fannie Mae. Our primary peer group that was used for 2023 compensation

benchmarking consisted of the following 24 companies:

•	The Allstate Corporation	•	Mastercard Incorporated
•	Ally Financial Inc.	•	MetLife, Inc.
•	American International Group, Inc.	•	Northern Trust Corporation
•	American Express Company	•	The PNC Financial Services Group, Inc.
•	The Bank of New York Mellon Corporation	•	Prudential Financial, Inc.
•	Capital One Financial Corporation	•	Regions Financial Corporation
•	Citizens Financial Group, Inc.	•	State Street Corporation
•	Discover Financial Services	•	Synchrony Financial
•	Fifth Third Bancorp	•	Truist Financial Corporation
•	Freddie Mac	•	U.S. Bancorp
•	The Hartford Financial Services Group, Inc.	•	Visa Inc.
•	KeyCorp	•	Voya Financial, Inc.

This primary peer group was developed and approved by FHFA and the Compensation and Human Capital Committee

in 2017 and subsequently adjusted as a result of the merger of two companies in the group.

The Compensation and Human Capital Committee followed a bifurcated approach to benchmarking the compensation

of senior executive positions for 2023. Under this approach, while the peer group noted above was the primary group of

companies used for benchmarking senior management pay levels, for certain senior management roles that were more

comparable in function and/or scope to roles at firms outside this peer group, the Compensation and Human Capital

Committee considered pay levels against a broader or different group of companies.

In November 2022, members of the Compensation and Human Capital Committee reviewed and discussed

compensation benchmarking data for our executives. The benchmarking was primarily based on 2021 performance

year compensation at peer companies, although in most cases 2022 base salary information was included if available.

| Executive Compensation | Compensation Discussion and Analysis | | --- || Fannie Mae 2023 Form 10-K | 189 | | --- | --- |

The named executives’ total target direct compensation in effect at the time of benchmarking was compared with

compensation for the comparable position at other companies as follows:

•the compensation of our Chief Executive Officer (Ms. Almodovar) and our Chief Financial Officer (Ms. Halley)

was benchmarked against our primary peer group identified above;

•the compensation of our President (Mr. Benson) was benchmarked against our primary peer group to the

extent those companies had a President position (14 of the 24 companies);

•the compensation of our Executive Vice President—Single-Family (Mr. Evans) was benchmarked against our

primary peer group and divisional leadership from a group of large banks (Bank of America Corporation,

Citigroup Inc., JPMorgan Chase & Co. and Wells Fargo & Company) to the extent those firms had executives in

comparable positions (eleven of the 28 companies) and seven other specialty mortgage lending organizations

that had leaders with comparable roles; and

•the compensation of our Executive Vice President and Chief Risk Officer (Mr. Moon) was benchmarked against

our primary peer group and divisional leadership from the group of large banks used for benchmarking Mr.

Evans’ compensation to the extent those firms had executives in comparable positions (22 of the 28

companies).

As described in “Legal, Regulatory and Conservator Restrictions on Executive Compensation,” in November 2023 FHFA

directed us to implement a new peer group and benchmarking approach. The new peer group and benchmarking

became effective in November 2023 and will first apply to compensation earned in 2024.

Compensation Recoupment Policies

Compensation Recoupment Policy

A portion of our executive officers’ compensation is subject to forfeiture or repayment upon the occurrence of specified

events. We provide a summary of these repayment provisions, also known as “clawback” provisions, in the table below.

Because our Chief Executive Officer does not receive deferred salary or incentive payments, the provisions in the table

below do not apply to Ms. Almodovar’s compensation. The full text of our repayment provisions is provided in

Exhibit 10.1 to this report.

Forfeiture Event	Compensation Subject to Forfeiture/Repayment
Materially Inaccurate Information
The executive officer has been granted deferred salary or<br><br>incentive payments based on materially inaccurate financial<br><br>statements or any other materially inaccurate performance<br><br>metric criteria.	Amounts of deferred salary and incentive payments<br><br>granted in excess of the amounts the Board of<br><br>Directors determines would likely have been granted<br><br>using accurate metrics.
Termination for Cause
The executive officer’s employment is terminated for cause.<br><br>For a description of what constitutes termination for cause, see<br><br>“Compensation Tables and Other Information—Potential<br><br>Payments Upon Termination or Change-in-Control.”	All deferred salary and incentive payments that have<br><br>not yet become payable.
Subsequent Determination of Cause
The Board of Directors later determines (within a specified<br><br>period of time) that the executive officer could have been<br><br>terminated for cause and that the officer’s actions materially<br><br>harmed the business or reputation of the company.	Deferred salary and incentive payments to the extent<br><br>the Board of Directors deems appropriate.
Willful Misconduct
The executive officer’s employment:<br><br>•is terminated for cause (or the Board of Directors later<br><br>determines that cause for termination existed within a<br><br>specified period of time) due to willful misconduct in<br><br>connection with the performance of their duties for the<br><br>company; and<br><br>•the Board of Directors determines this has materially<br><br>harmed the business or reputation of the company.	All deferred salary and incentive payments that have<br><br>not yet become payable, and, to the extent the<br><br>Board of Directors deems appropriate, deferred<br><br>salary and annual incentives or long-term awards<br><br>paid in the two-year period prior to the officer’s<br><br>employment termination date.
Executive Compensation	Compensation Discussion and Analysis
---		Fannie Mae 2023 Form 10-K	190
---	---

In addition to these provisions, under Section 304 of the Sarbanes-Oxley Act of 2002, certain of the incentive-based

compensation for individuals serving as our chief executive officer or chief financial officer, including compensation

received for prior years, could become subject to reimbursement.

Because Fannie Mae is in conservatorship and not listed on a national securities exchange, we are not required to and

have not adopted a recoupment policy designed to comply with recently adopted SEC rules requiring specific provisions

in such policies for listed companies.

Clawback Provision under Confidentiality and Proprietary Rights Agreement

In addition to the compensation recoupment policy described above, the named executives’ at-risk deferred salary is

subject to a compensation clawback provision pursuant to a Confidentiality and Proprietary Rights Agreement (the

“Agreement”) and related Covered Employee External Employment Activities Standard (the “Standard”). All specified

covered employees, including the named executives, are required to enter into the Agreement and are subject to the

Standard. Ms. Almodovar does not receive the at-risk deferred salary that is subject to the clawback provision.

Covered employees’ obligations under the Agreement include, among other things, compliance with the Standard. The

Agreement provides that, unless otherwise required by law, covered employees’ at-risk compensation is subject to

reduction, forfeiture, recoupment, and repayment for violations of the Standard. Covered employees are required to sign

a statement acknowledging their at-risk compensation is subject to these requirements.

The Standard defines the following as restricted activity: directly or indirectly seeking, negotiating, creating, developing

or accepting employment or other commercial and business opportunities in which the covered employee has a

personal interest outside of Fannie Mae with firms that have, or seek to have, a business relationship with Fannie Mae

either during, or within the six-month period following, the covered employee’s employment at Fannie Mae. To address

the risks associated with a covered employee engaging in restricted activities, the Standard requires covered

employees to:

•disclose timely prospective employment discussions in alignment with applicable Fannie Mae policies;

•abide by specified mitigation activities to address the conflicts of interest posed by such disclosures;

•for a six-month period after the termination of their Fannie Mae employment, refrain from representing any

person (including themselves) or any commercial entity to Fannie Mae or its employees in any way with respect

to any matter on which the covered employee had direct and substantial involvement or participation while

employed by Fannie Mae;

•maintain the confidentiality of Fannie Mae confidential information to which they had access in connection with

their Fannie Mae employment after termination of their Fannie Mae employment;

•inform Fannie Mae at the time of their departure whether they have accepted an offer of employment and/or

taken steps to form a new business and provide the name of the subsequent employer/company;

•abide by the one-year non-solicitation/non-inducement of key employees to leave provisions of the Agreement;

and

•inform any subsequent employer that engages in business with Fannie Mae of these requirements of the

Standard to the extent that they remain applicable.

A covered employee’s failure to comply with the above-listed requirements of the Standard would be a violation of the

Standard.

At-risk compensation for the named executives consists of the at-risk portion of deferred salary and excludes base

salary and the fixed portion of deferred salary. The current named executives may be subject to:

•forfeiture of up to 100% of at-risk deferred salary that has not yet been paid; and

•recoupment of up to 100% of at-risk deferred salary that was paid during the period one year before or ending

one year after the violation.

In determining whether to take these actions, the decisionmaker may consider the seriousness of the violation, the level

and responsibilities of the covered employee, the intentional nature of the conduct of the covered employee, whether

the covered employee was unjustly enriched, whether seeking the recovery would prejudice the company’s interests in

any way, including in a proceeding or investigation, and any other factors they deem relevant to the determination.

The full text of the company’s Confidentiality and Proprietary Rights Agreement is provided in Exhibit 10.20 to this report

and forms of the statement that covered employees are required to sign are provided in Exhibit 10.21 and Exhibit 10.22

to this report.

| Executive Compensation | Compensation Discussion and Analysis | | --- || Fannie Mae 2023 Form 10-K | 191 | | --- | --- |

Stock Ownership Policy

We ceased paying new stock-based compensation to our executives after entering into conservatorship in September

2008. In 2009, our Board of Directors eliminated our stock ownership requirements.

Hedging Policy

All Fannie Mae employees, officers and directors are prohibited from transacting in options, puts, calls or other

derivative securities relating to Fannie Mae’s securities, on an exchange or in any other organized market. All Fannie

Mae employees, officers and directors are also prohibited from engaging in hedging transactions relating to Fannie

Mae’s securities, such as prepaid variable forwards, equity swaps, collars and exchange funds, and other derivatives.

Compensation Committee Report

The Compensation and Human Capital Committee of the Board of Directors of Fannie Mae has reviewed and discussed

the Compensation Discussion and Analysis included in this Annual Report on Form 10-K with management. Based on

such review and discussions, the Compensation and Human Capital Committee has recommended to the Board of

Directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.

Compensation and Human Capital Committee:
Diane C. Nordin, Chair<br><br>Karin J. Kimbrough, Vice Chair<br><br>Robert H. Herz<br><br>Manolo Sánchez<br><br>Michael Seelig

Compensation Risk Assessment

Our Enterprise Risk Management division conducted a risk assessment of our 2023 employee compensation policies

and practices. In conducting this risk assessment, the division reviewed the following, among other things:

•our compensation policy;

•our performance goals and performance appraisal process;

•our compensation structure (including incentives and pay mix);

•our severance arrangements and compensation clawback provisions;

•the restrictions on compensation applicable during conservatorship, including the limit on annual direct

compensation for our Chief Executive Officer; and

•the oversight of aspects of our compensation by the Compensation and Human Capital Committee, the Board

of Directors and FHFA.

The division also assessed whether mitigating factors existed that would reduce the opportunity for inappropriate risk-

taking driven by our compensation policies and practices. The risk assessment of the company’s 2023 compensation

policies and practices was shared with the Compensation and Human Capital Committee.

Based on the risk assessment, management concluded that our 2023 employee compensation policies and practices do

not create risks that are reasonably likely to have a material adverse effect on the company. A number of factors

contributed to this conclusion, including:

•the overall design of our compensation structure does not incentivize material risk taking;

•deferred salary for our executive officers is subject to clawback provisions;

•our control environment for compensation, including a defined and consistently applied annual performance

appraisal process; compensation adjustment guidelines and criteria; succession planning; and retention

planning and monitoring;

•our 2023 performance goals are neither designed nor intended to incentivize employees to engage in activities

contrary to our Employee Code of Conduct, risk appetite or any other activity that would involve taking

inappropriate risks or result in a material adverse effect on the company; and

•our Board risk limits inhibit excessive risk taking, while allowing transparency and action when the limits are

exceeded; the Board limits define the maximum amount of risk the company is willing to take in pursuit of its

| Executive Compensation | Compensation Discussion and Analysis | | --- || Fannie Mae 2023 Form 10-K | 192 | | --- | --- |

objectives, and the company regularly monitors, reports and escalates limit levels and the actions that may be

taken to manage to risk limits.

Management stated in its risk assessment that the cap on our Chief Executive Officer’s compensation under the Equity

in Government Compensation Act of 2015 continues to be a risk factor for the company. See “Risk Factors—GSE and

Conservatorship Risk” for a discussion of the challenges and risks posed by limitations on our executive and employee

compensation.

Compensation Tables and Other Information

Summary Compensation Table

The following table shows summary compensation information for the named executives.

Summary Compensation Table
		Salary
Name and Principal Position	Year	Base<br><br>Salary(1)	Fixed Deferred<br><br>Salary<br><br>(Service-Based)(2)	Bonus(3)	Non-Equity<br><br>Incentive Plan<br><br>Compensation(4)	All Other<br><br>Compensation(5)	Total
Priscilla Almodovar	2023	$600,000	$—	$—	$—	$94,467	$694,467
Chief Executive Officer	2022	46,154	—	—	—	—	46,154
Chryssa Halley	2023	592,308	1,486,154	—	890,922	112,533	3,081,917
Executive Vice President	2022	500,000	1,018,462	—	642,882	58,386	2,219,730
and Chief Financial Officer	2021	440,000	335,385	—	310,863	62,707	1,148,955
David Benson	2023	600,000	2,480,000	—	1,320,226	143,402	4,543,628
President	2022	600,000	2,200,000	—	1,185,457	76,590	4,062,047
	2021	600,000	1,920,000	—	1,010,305	87,406	3,617,711
H. Malloy Evans	2023	592,308	1,486,154	—	890,922	108,394	3,077,778
Executive Vice President—	2022	500,000	1,029,231	—	647,442	64,930	2,241,603
Single-Family
Anthony Moon	2023	500,000	1,460,000	1,575,000	840,144	65,551	4,440,695
Executive Vice President
and Chief Risk Officer

(1)Amounts shown in this sub-column consist of base salary paid during the year on a biweekly basis.

(2)Amounts shown in this sub-column consist of the fixed, service-based portion of deferred salary. Unlike at-risk

deferred salary, which is shown in the “Non-Equity Incentive Plan Compensation” column, the fixed deferred salary

shown in this column for 2023 generally will be paid in installments in March, June, September and December of

2024. Deferred salary accrues interest at one-half of the one-year Treasury Bill rate in effect on the last business day

preceding the year in which the deferred salary is earned. For deferred salary earned in 2023, this rate is 2.365% per

year. For deferred salary earned in 2022 and 2021, this rate was 0.195% and 0.050% per year, respectively. Interest

payable on the named executives’ fixed deferred salary earned in a given year is shown in the “All Other

Compensation” column for that year. Fixed deferred salary shown for 2022 was paid to our named executives during

2023, and fixed deferred salary shown for 2021 was paid to our named executives during 2022.

(3)The amount in this column consists of payments to Mr. Moon in 2023 pursuant to the sign-on award he received

when he joined Fannie Mae. Mr. Moon’s award does not constitute a bonus under the STOCK Act as defined by

FHFA. Mr. Moon received a first installment pursuant to this award, in the amount of $1,050,000, in January 2023

and a second installment, in the amount of $525,000, in December 2023. See “Compensation Discussion and

Analysis—Elements of 2023 Executive Compensation Program—Sign-on Awards and Relocation Benefits” for more

information on the terms of Mr. Moon’s award.

| Executive Compensation | Compensation Risk Assessment | | --- || Fannie Mae 2023 Form 10-K | 193 | | --- | --- |

(4)Amounts shown in this column consist of the performance-based at-risk portion of deferred salary earned during the

year and interest payable on that deferred salary. At-risk deferred salary shown for 2023 generally will be paid in

installments in March, June, September and December of 2025. Half of at-risk deferred salary shown for 2022 was

paid to our named executives during 2023, with the remaining half scheduled to be paid in 2024. At-risk deferred

salary shown for 2021 was paid to our named executives during 2022. The table below provides more detail on the

2023 at-risk deferred salary awarded to our named executives.

Performance-Based At-Risk Deferred Salary
Name	2023 Corporate<br><br>Performance-Based<br><br>At-Risk Deferred<br><br>Salary	2023 Individual<br><br>Performance-Based<br><br>At-Risk Deferred<br><br>Salary	Interest Payable on<br><br>2023 At-Risk<br><br>Deferred Salary	Total
Priscilla Almodovar	$—	$—	$—	$—
Chryssa Halley	405,300	445,385	40,237	890,922
David Benson	600,600	660,000	59,626	1,320,226
H. Malloy Evans	405,300	445,385	40,237	890,922
Anthony Moon	382,200	420,000	37,944	840,144

(5)The table below provides more detail on the amounts reported for 2023 in the “All Other Compensation” column.

All Other Compensation
Name	Company<br><br>Contributions<br><br>to<br><br>Retirement<br><br>Savings<br><br>(401(k)) Plan	Company<br><br>Credits to<br><br>Supplemental<br><br>Retirement<br><br>Savings<br><br>Plan	Matching<br><br>Charitable<br><br>Award<br><br>Program	Interest<br><br>Payable on<br><br>2023 Fixed<br><br>Deferred<br><br>Salary	Other	Total
Priscilla Almodovar	$26,400	$21,600	$—	$—	$46,467	$94,467
Chryssa Halley	26,400	50,985	—	35,148	—	112,533
David Benson	26,400	57,600	750	58,652	—	143,402
H. Malloy Evans	26,400	50,985	5,000	26,009	—	108,394
Anthony Moon	26,400	13,600	—	25,551	—	65,551

See “Pension Benefits” for the vesting provisions for company contributions to the Retirement Savings Plan and

“Nonqualified Deferred Compensation” for the vesting provisions for company credits to the Supplemental

Retirement Savings Plan.

Amounts shown in the “Matching Charitable Award Program” column consist of gifts we made on behalf of our

named executives under our matching charitable gifts program, under which gifts made by our employees and

directors to Internal Revenue Code Section 501(c)(3) charities were matched, up to an aggregate total of $5,000 for

the 2023 calendar year.

The amount shown in the “Other” column consists of our incremental costs for providing relocation benefits and

secure transportation services to Ms. Almodovar in 2023. Relocation costs were provided for temporary lodging and

related expenses in Washington, DC, in connection with her hire. To enhance her safety and security, we provide the

services of a car and executive protection driver to Ms. Almodovar, pursuant to the recommendation of a third-party

security study. We also provide internet surveillance services to Ms. Almodovar, for which we incurred no incremental

costs.

| Executive Compensation | Compensation Tables and Other Information | | --- || Fannie Mae 2023 Form 10-K | 194 | | --- | --- |

Plan-Based Awards

The following table shows the annual at-risk deferred salary targets for each of the named executives for 2023. The

terms of 2023 at-risk deferred salary are described in “Compensation Discussion and Analysis—Elements of 2023

Executive Compensation Program—Direct Compensation.” Deferred salary amounts shown represent only the target

performance-based at-risk portion of the named executives’ 2023 deferred salary.

Grants of Plan-Based Awards in 2023
		Estimated Future Payouts Under<br><br>Non-Equity Incentive Plan Awards(1)
Name	Award Type	Threshold	Target	Maximum
Priscilla Almodovar	At-risk deferred salary—Corporate	$—	$—	$—
	At-risk deferred salary—Individual	—	—	—
	Total at-risk deferred salary	—	—	—
Chryssa Halley	At-risk deferred salary—Corporate	—	445,384	445,384
	At-risk deferred salary—Individual	—	445,385	445,385
	Total at-risk deferred salary	—	890,769	890,769
David Benson	At-risk deferred salary—Corporate	—	660,000	660,000
	At-risk deferred salary—Individual	—	660,000	660,000
	Total at-risk deferred salary	—	1,320,000	1,320,000
H. Malloy Evans	At-risk deferred salary—Corporate	—	445,384	445,384
	At-risk deferred salary—Individual	—	445,385	445,385
	Total at-risk deferred salary	—	890,769	890,769
Anthony Moon	At-risk deferred salary—Corporate	—	420,000	420,000
	At-risk deferred salary—Individual	—	420,000	420,000
	Total at-risk deferred salary	—	840,000	840,000

(1)Amounts shown are the target amounts of the performance-based at-risk portion of the named executives’ 2023

deferred salary. Half of 2023 at-risk deferred salary was subject to reduction based on corporate performance

against the 2023 scorecard, as determined by FHFA, and half was subject to reduction based on individual

performance in 2023, taking into account corporate performance against the 2023 Board of Directors’ goals, as

determined by the Board of Directors with FHFA’s review. No amounts are shown in the “Threshold” column because

deferred salary does not specify a minimum amount payable. The amounts shown in the “Maximum” column are the

same as the amounts shown in the “Target” column because 2023 at-risk deferred salary was only subject to

reduction; amounts higher than the target amount could not be awarded. The actual amounts of the at-risk portion of

2023 deferred salary that will be paid to the named executives for 2023 performance are included in the “Non-Equity

Incentive Plan Compensation” column of the “Summary Compensation Table.”

Pension Benefits

Retirement Savings Plan

The Retirement Savings Plan is a tax-qualified defined contribution plan for which all of our employees are generally

eligible that includes a 401(k) before-tax feature, a regular after-tax feature and a Roth after-tax feature. Under the plan,

eligible employees may allocate investment balances to a variety of investment options.

We match in cash employee contributions to the plan up to 6% of base salary and eligible incentive compensation,

subject to applicable IRS limits. This matching contribution is immediately vested. We also make a cash contribution to

the plan equal to 2% of base salary and eligible incentive compensation, subject to applicable IRS limits. Participants

are fully vested in this 2% contribution after three years of service.

| Executive Compensation | Compensation Tables and Other Information | | --- || Fannie Mae 2023 Form 10-K | 195 | | --- | --- |

Nonqualified Deferred Compensation

Supplemental Retirement Savings Plan

We provide nonqualified deferred compensation to the named executives pursuant to our Supplemental Retirement

Savings Plan. Our Supplemental Retirement Savings Plan is an unfunded, non-tax-qualified defined contribution plan.

The Supplemental Retirement Savings Plan is intended to supplement our Retirement Savings Plan, or 401(k) plan, by

providing benefits to participants whose eligible earnings exceed the IRS annual limit on eligible compensation for

401(k) plans (for 2023, the annual eligible earnings limit was $330,000).

For the 2023 plan year, we credited 8% of the eligible compensation for our named executives that exceeded the

applicable IRS annual limit. Eligible compensation in any year consists of base salary plus any eligible incentive

compensation (which includes deferred salary) earned for that year, up to a combined maximum of two times base

salary. The 8% credit consists of two parts: (1) a 2% credit that vests after the participant has completed three years of

service with us; and (2) a 6% credit that is immediately vested.

While the Supplemental Retirement Savings Plan is not funded, amounts credited on behalf of a participant under the

Supplemental Retirement Savings Plan are deemed to be invested in mutual fund investments selected by the

participant that are similar to the investments offered under our Retirement Savings Plan.

Amounts deferred under the Supplemental Retirement Savings Plan are payable to participants in the January or July

following separation from service with us, subject to a six-month delay in payment for our 50 most highly compensated

officers. Participants generally may not withdraw amounts from the Supplemental Retirement Savings Plan while they

are employees.

The table below provides information on the nonqualified deferred compensation of the named executives in 2023, all of

which was provided pursuant to our Supplemental Retirement Savings Plan.

Non-Qualified Deferred Compensation for 2023
Name	Company<br><br>Contributions<br><br>in 2023(1)	Aggregate<br><br>Earnings in<br><br>2023(2)	Aggregate<br><br>Balance at<br><br>December 31,<br><br>2023(3)
Priscilla Almodovar	$21,600	$1,350	$22,950
Chryssa Halley	50,985	104,947	788,817
David Benson	57,600	50,777	967,100
H. Malloy Evans	50,985	135,406	738,556
Anthony Moon	13,600	857	14,457

(1)All amounts reported in this column are also reported as 2023 compensation in the “All Other Compensation” column

of the “Summary Compensation Table.”

(2)None of the earnings reported in this column are reported as 2023 compensation in the “Summary Compensation

Table” because the earnings are neither above-market nor preferential.

(3)Amounts reported in this column reflect company contributions to the Supplemental Retirement Savings Plan that

are also reported in the “All Other Compensation” column of the “Summary Compensation Table” as follows:

Balance Amounts Reported in “All Other Compensation” in the Summary Compensation Table
Name	Amounts in Aggregate Balance<br><br>Column that Represent Company<br><br>Contributions Reported as<br><br>Compensation for 2022 in the<br><br>Summary Compensation Table	Amounts in Aggregate Balance<br><br>Column that Represent Company<br><br>Contributions Reported as<br><br>Compensation for 2021 in the<br><br>Summary Compensation Table
Priscilla Almodovar	$—	$—
Chryssa Halley	38,100	45,139
David Benson	53,700	68,446
H. Malloy Evans	39,623	—
Anthony Moon	—	—
Executive Compensation	Compensation Tables and Other Information
---		Fannie Mae 2023 Form 10-K	196
---	---

Potential Payments Upon Termination or Change-in-Control

The information below describes and quantifies certain compensation and benefits that would have become payable to

each of our current named executives under our existing plans and arrangements if the named executive’s employment

had terminated on December 31, 2023 under each of the circumstances described below, taking into account the

named executive’s compensation and service levels as of that date. The discussion below does not reflect retirement or

deferred compensation plan benefits to which our named executives may be entitled, as these benefits are described

above under “Pension Benefits” and “Nonqualified Deferred Compensation.” The information below also does not

generally reflect compensation and benefits available to all salaried employees upon termination of employment with us

under similar circumstances. We are not obligated to provide any additional compensation to our named executives in

connection with a change-in-control.

Potential Payments to Named Executives

We have not entered into agreements with any of our named executives that would entitle the executive to severance

benefits. If a named executive’s employment terminated for any reason other than for cause, the named executive

would be entitled to receive a specified portion of their unpaid deferred salary that was earned in 2022 and 2023.

Below we discuss various elements of the current named executives’ compensation that would become payable in the

event a named executive dies, resigns, retires, terminates employment due to long-term disability, or the company

terminates their employment. We then quantify the amounts that would be paid to our named executives in these

circumstances, in each case assuming the triggering event occurred on December 31, 2023. Named executives’

deferred salary may also be subject to reduction, forfeiture, recoupment, or repayment in the event of a forfeiture event

under our Compensation Recoupment Policy or a violation of our Covered Employee External Employment Activities

Standard, as described in “Compensation Discussion and Analysis—Compensation Recoupment Policies.”

•Deferred salary

◦Termination other than for cause. If a named executive is separated from employment with the company for

any reason other than termination for cause, they would receive the following:

▪Fixed deferred salary. The earned but unpaid portion of their fixed deferred salary, reduced by 2% for

each full or partial month by which the named executive’s termination precedes January 31 of the

second year following the performance year (or, if later, the end of the twenty-fourth month following

the month in which the named executive first earned deferred salary), except that the reduction will

not apply if: (1) at the time of separation the named executive has reached age 62, or age 55 with ten

years of service with Fannie Mae, or (2) the named executive’s employment terminates as a result of

death or long-term disability.

▪At-risk deferred salary. The earned but unpaid portion of their at-risk deferred salary, subject to

reduction from the target level for corporate and individual performance for the applicable

performance year, except that the reduction will not apply if an officer’s employment terminates as a

result of death or long-term disability prior to the Board of Directors’ and FHFA’s determinations of

performance for at-risk deferred salary.

▪Interest on deferred salary. Interest on deferred salary payments. Deferred salary accrues interest at

one-half of the one-year Treasury Bill rate in effect on the last business day preceding the year in

which the deferred salary is earned.

▪Payment dates. Installment payments of deferred salary and related interest would be made on the

original payment schedule, except that payments will be made within 90 days in case of the named

executive’s death.

◦Termination for cause. If we terminate a named executive’s employment for cause, the named executive

would not receive any of the earned but unpaid portion of their deferred salary. The named executive’s

employment will be considered to have been terminated for cause if we determine that the executive has:

(a) materially harmed the company by, in connection with the performance of their duties for Fannie Mae,

engaging in gross misconduct or performing their duties in a grossly negligent manner; or (b) been convicted

of, or pleaded nolo contendere with respect to, a felony.

•Retiree medical benefits. We currently make certain retiree medical benefits available to our full-time employees

who meet certain age and service requirements at the time of retirement.

| Executive Compensation | Compensation Tables and Other Information | | --- || Fannie Mae 2023 Form 10-K | 197 | | --- | --- |

The table below shows the amounts that would have become payable to each of our current named executives if their

employment had terminated on December 31, 2023 for the reasons specified. No amounts are shown for Ms.

Almodovar, as she did not receive deferred salary.

Potential Payments Upon Termination as of December 31, 2023
Name	2023 Fixed<br><br>Deferred<br><br>Salary(1)		2023 At-Risk<br><br>Deferred<br><br>Salary(2)	Interest on<br><br>2023<br><br>Deferred<br><br>Salary(3)	Remaining<br><br>Unpaid 2022<br><br>At-Risk<br><br>Deferred<br><br>Salary(4)	Interest on<br><br>Remaining<br><br>Unpaid 2022<br><br>At-Risk<br><br>Deferred<br><br>Salary(5)
Priscilla Almodovar
Resignation, retirement, or termination<br><br>without cause		$—	$—	$—	$—	$—
Long-term disability		—	—	—	—	—
Death		—	—	—	—	—
Termination for cause		—	—	—	—	—
Chryssa Halley
Resignation, retirement, or termination<br><br>without cause		1,486,154	850,685	75,385	320,503	1,250
Long-term disability		1,486,154	890,769	77,281	320,503	1,250
Death		1,486,154	890,769	34,383	320,503	988
Termination for cause		—	—	—	—	—
David Benson
Resignation, retirement, or termination<br><br>without cause		2,480,000	1,260,600	118,278	591,000	2,306
Long-term disability		2,480,000	1,320,000	121,088	591,000	2,306
Death		2,480,000	1,320,000	55,305	591,000	1,845
Termination for cause		—	—	—	—	—
H. Malloy Evans
Resignation, retirement, or termination<br><br>without cause		1,099,754	850,685	66,247	322,777	1,259
Long-term disability		1,486,154	890,769	77,281	322,777	1,259
Death		1,486,154	890,769	34,383	322,777	995
Termination for cause		—	—	—	—	—
Anthony Moon
Resignation, retirement, or termination<br><br>without cause		1,080,400	802,200	63,496	63,646	248
Long-term disability		1,460,000	840,000	74,261	63,646	248
Death		1,460,000	840,000	33,474	63,646	155
Termination for cause		—	—	—	—	—

(1)In the case of resignation, retirement or termination without cause, Mr. Evans and Mr. Moon each would have

received 74% of their 2023 fixed deferred salary, which is the earned but unpaid portion of their 2023 fixed deferred

salary as of December 31, 2023, reduced by 2% for each full or partial month by which their separation from

employment preceded January 31, 2025. Ms. Halley and Mr. Benson each would have received 100% of their 2023

fixed deferred salary, with no reduction, because each had reached age 55 with ten years of service with Fannie

Mae.

(2)The amounts in this column in the event of resignation, retirement, or termination without cause reflect the corporate

and individual performance determinations affecting 2023 at-risk deferred salary. The amounts in this column in the

event of a termination due to death or long-term disability do not reflect any performance-based reduction, because

the hypothetical December 31, 2023 termination date occurred prior to the performance determinations for at-risk

deferred salary in early 2024.

(3)Interest payable on the payments of 2023 deferred salary, which reflects that: (a) in the event of resignation,

retirement, termination without cause, or long-term disability, installment payments of 2023 deferred salary would be

| Executive Compensation | Compensation Tables and Other Information | | --- || Fannie Mae 2023 Form 10-K | 198 | | --- | --- |

paid on the original payment schedule, as described in “Compensation Discussion and Analysis—Elements of 2023

Executive Compensation Program; and (b) in the event of death, payments of deferred salary would be made within

90 days of the executive’s death. Interest on 2023 deferred salary payments accrues at an annual rate of 2.365%.

(4)At-risk deferred salary earned in 2022 is paid in quarterly installments over 2023 and 2024 for Ms. Halley, Mr.

Benson, and Mr. Evans, and in a single installment entirely in the fourth quarter of 2024 for Mr. Moon, who joined

Fannie Mae in December 2022. The amounts in this column reflect the portion of 2022 at-risk deferred salary that

was earned but remained unpaid as of December 31, 2023 and, accordingly, reflects the corporate and individual

performance determinations made in early 2023.

(5)Interest payable on the payments of 2022 deferred salary, which reflects that: (a) in the event of resignation,

retirement, termination without cause, or long-term disability, installment payments of deferred salary would be paid

on the original payment schedule; and (b) in the event of death, payments of deferred salary would be made within

90 days of the executive’s death. Interest on 2022 deferred salary payments accrues at an annual rate of 0.195%.

Chief Executive Officer to Median Employee Pay Ratio

The following table shows the compensation paid to our Chief Executive Officer for 2023, the total 2023 compensation

of our median employee (which was calculated based on the methodology described below the table), and the

estimated ratio of the Chief Executive Officer’s pay to the median employee’s pay for 2023.

2023 Chief Executive Officer to Median Employee Pay Ratio
Individual	Compensation	Ratio
Chief Executive Officer	$694,467	3.9 to 1
Median Employee	178,735

We took the following steps to identify our median employee and determine this employee’s compensation:

•We identified our employee population as of the last day of our final pay period in 2023, December 30, 2023.

On that date, we had approximately 8,100 full-time and part-time employees.

•In order to identify the median employee, we considered for each employee other than our Chief Executive

Officer the sum of their salary for 2023 (including any overtime pay), performance awards paid in 2023 and the

value of company contributions made in 2023 on their behalf to retirement plans. We did not annualize the

compensation of employees who were employed for less than the full year, nor did we make any full-time

equivalent adjustments to part-time employees. For employees whose sum fell at or close to the midpoint, we

considered their 2023 benefits and awards and other relevant factors and identified an employee whose

compensation best reflected Fannie Mae employees’ median 2023 compensation.

•We then determined that median employee’s total 2023 compensation using the approach required by the SEC

when calculating our named executives’ compensation, as reported in the Summary Compensation Table.

In general, we offer employees salary, the opportunity to receive awards for performance, company retirement plan

contributions and other benefits. In accordance with SEC rules, the median employee compensation amount for 2023

provided in the table above consists of salary, an award for 2023 performance and company retirement plan

contributions, but does not reflect benefits relating to group life or health plans generally available to all salaried

employees, parking or transit benefits that are generally available to all salaried employees, or personal benefits with an

aggregate value of less than $10,000.

Given the different methodologies that companies may use to determine their Chief Executive Officer pay ratios, the

estimated ratio we report above may not be comparable to that reported by other companies.

Director Compensation

Overview

FHFA’s Corporate Governance regulations provide that we may pay Board members reasonable and appropriate

compensation for the time required of them, and their necessary and reasonable expenses, in the performance of their

duties. Our non-management directors receive cash compensation pursuant to a program authorized by FHFA in 2008.

The compensation we provide to directors has not increased since this program was implemented in 2008.

Ms. Almodovar served on our Board of Directors in 2023 in connection with her service as Chief Executive Officer. We

did not provide her any additional compensation for her service on the Board of Directors.

| Executive Compensation | Compensation Tables and Other Information | | --- || Fannie Mae 2023 Form 10-K | 199 | | --- | --- |

Board Compensation Levels

Board compensation levels under the program authorized by FHFA are shown in the table below. Our directors receive

no equity compensation and no meeting fees.

Board Compensation Levels
Board Service	Cash Compensation
Annual retainer for non-executive Chair	$290,000
Annual retainer for non-management directors (other than the non-executive Chair)	160,000
Committee Service	Cash Compensation
Annual retainer for Audit Committee Chair	$25,000
Annual retainer for Risk Policy and Capital Committee Chair	15,000
Annual retainer for all other Committee Chairs	10,000
Annual retainer for Audit Committee members (other than the Audit Committee Chair)	10,000

Additional Arrangements with our Non-Management Directors

Expenses. We pay for or reimburse directors for out-of-pocket expenses incurred in connection with their service on the

Board of Directors, including travel to and from our meetings, accommodations, meals and education.

Matching Charitable Gifts Program. To further our support for charitable giving, non-employee directors are able to

participate in our corporate matching gifts program on the same terms as our employees.

Stock Ownership Guidelines for Directors. In 2009, our Board of Directors eliminated our stock ownership requirements

for directors.

2023 Non-Management Director Compensation

The total 2023 compensation for our non-management directors is shown in the table below.

2023 Non-Management Director Compensation Table
Name	Fees Earned<br><br>or Paid<br><br>in Cash	All Other<br><br>Compensation(1)	Total
Amy Alving	$175,000	$—	$175,000
Christopher Brummer	160,000	—	160,000
Renée Glover	173,333	—	173,333
Michael Heid	290,000	—	290,000
Robert Herz	185,000	500	185,500
Simon Johnson	170,000	5,000	175,000
Karin Kimbrough	170,000	—	170,000
Diane Nordin	180,000	5,000	185,000
Chet Ragavan(2)	80,000	—	80,000
Manolo Sánchez	160,000	—	160,000
Michael Seelig(3)	127,500	1,500	129,000

(1)Amounts shown in the “All Other Compensation” column consist of gifts we made on behalf of the directors under our

matching charitable gifts program, under which gifts made by our employees and directors to Internal Revenue Code

Section 501(c)(3) charities were matched, up to an aggregate total of $5,000 for the 2023 calendar year.

(2)Mr. Ragavan joined Fannie Mae’s Board of Directors in June 2023.

(3)Mr. Seelig joined Fannie Mae’s Board of Directors in March 2023.

| Executive Compensation | Compensation Tables and Other Information | | --- || Fannie Mae 2023 Form 10-K | 200 | | --- | --- |

Item 12.  Security Ownership of Certain Beneficial Owners and

Management and Related Stockholder Matters

Beneficial Ownership

Stock Ownership of Directors and Executive Officers

The following table shows the beneficial ownership of our stock by each of our directors, each of our named executives,

and all directors and executive officers as a group, as of February 1, 2024. As of that date, no director or named

executive, nor all directors and executive officers as a group, owned as much as 1% of our outstanding common stock

or owned any series of our preferred stock.

Beneficial Ownership of Stock by Directors and Executive Officers
Directors and Named Executives	Position	Number of Shares of<br><br>Common Stock<br><br>Beneficially Owned(1)
Amy Alving	Director	0
Christopher Brummer	Director	0
Renée Glover	Director	0
Michael Heid	Director (Board Chair)	0
Robert Herz	Director	0
Simon Johnson	Director	0
Karin Kimbrough	Director	0
Diane Nordin	Director	0
Chet Ragavan	Director	0
Manolo Sánchez	Director	0
Michael Seelig	Director	0
Priscilla Almodovar	Chief Executive Officer and Director	0
Chryssa Halley	EVP and Chief Financial Officer	0
David Benson	President	0
Malloy Evans	EVP—Single-Family	0
Anthony Moon	EVP and Chief Risk Officer	0
All directors and executive officers as a group (19 persons)(2)		29,146

(1)Beneficial ownership is determined in accordance with the rules of the SEC for computing the number of shares of

common stock beneficially owned by each person and the percentage owned. Each holder has sole investment and

voting power over the shares referenced in this table, except for 9,146 shares for which one executive officer shares

investment and voting power with their spouse. None of our directors, named executives or other executive officers

held any series of our preferred stock as of the date of this table.

(2) Group includes directors and current executive officers.

| Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |<br><br>Beneficial Ownership | | --- || Fannie Mae 2023 Form 10-K | 201 | | --- | --- |

Stock Ownership of Greater-Than 5% Holders

The following table shows the beneficial ownership of our common stock by the only persons or entities we know of that

hold more than 5% of our common stock as of February 1, 2024.

Beneficial Ownership of Stock by 5%+ Holders
5%+ Holders	Common Stock<br><br>Beneficially<br><br>Owned	Percent<br><br>of Class
U.S. Department of the Treasury	Variable(1)	79.9%
1500 Pennsylvania Avenue, NW, Washington, DC 20220
Pershing Square Capital Management, L.P.<br><br>PS Management GP, LLC<br><br>William A. Ackman	115,569,796(2)	9.98%
787 Eleventh Avenue, 9th Floor, New York, New York 10019

(1)In September 2008, we issued to Treasury a warrant to purchase, for one one-thousandth of a cent ($0.00001) per

share, shares of our common stock equal to 79.9% of the total number of shares of our common stock outstanding

on a fully diluted basis at the time the warrant is exercised. The warrant may be exercised in whole or in part at any

time until September 7, 2028. As of February 15, 2024, Treasury has not exercised the warrant. The information

above assumes Treasury beneficially owns no other shares of our common stock.

(2)Information regarding these shares and the ownership interests of their holders is based solely on information

contained in a Schedule 13D filed with the SEC on November 15, 2013, as amended by an amendment to the

Schedule 13D filed on March 31, 2014. The Schedule 13D and its amendment were filed by these holders as well as

by Pershing Square GP, LLC. According to the original Schedule 13D, Pershing Square Capital Management, L.P.,

as investment adviser for a number of funds for which it purchased the shares reported in the table above, and PS

Management GP, LLC, its general partner, may be deemed to share voting and dispositive power for the shares.

Pershing Square GP, LLC, as general partner of two of the funds, may be deemed to share voting and dispositive

power for 40,114,044 of the shares reported in the table above, which are held by the two funds. As the Chief

Executive Officer of Pershing Square Capital Management, L.P. and managing member of each of PS Management

GP, LLC and Pershing Square GP, LLC, William A. Ackman may be deemed to share voting and dispositive power

for all of the shares reported in the table above. In the amendment, the parties further reported that certain of them

had entered into swap transactions resulting in their having additional economic exposure to approximately

15,434,715 notional shares of common stock under certain cash-settled total return swaps, bringing their total

aggregate economic exposure to 131,004,511 shares of common stock (approximately 11.31% of the outstanding

common stock). In the amendment to the Schedule 13D, these parties indicated that they would forgo future

reporting on Schedule 13D based on their determination that shares of the common stock are not voting securities

as such term is used in Rule 13d-1(i) under the Exchange Act. As a result, the information in the table above does

not reflect any acquisitions or dispositions by these holders of Fannie Mae common stock that occurred after March

31, 2014.

Equity Compensation Plan Information

As of December 31, 2023, we had no outstanding options, warrants or rights under any equity compensation plan.

Although we have a legacy equity compensation plan that was previously approved by stockholders, our 1985

Employee Stock Purchase Plan, we do not anticipate issuing additional shares under that plan. Moreover, we are

prohibited from issuing any stock or other equity securities as compensation without the approval of FHFA and the prior

written consent of Treasury under the senior preferred stock purchase agreement, except under limited circumstances.

Item 13.  Certain Relationships and Related Transactions, and

Director Independence

Policies and Procedures Relating to Transactions with Related

Persons

Overview. We review transactions in which Fannie Mae is a participant and in which any of our directors or executive

officers or their immediate family members may have a material interest to determine whether any of those persons has

a material interest in the transaction. Our current written policies and procedures for the review, approval or ratification

| Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |<br><br>Beneficial Ownership | | --- || Fannie Mae 2023 Form 10-K | 202 | | --- | --- |

of transactions with related persons that are required to be reported under Item 404(a) of Regulation S-K are set forth in

our:

•Director Code of Conduct;

•Corporate Governance Guidelines;

•Nominating and Corporate Governance Committee Charter;

•Board of Directors’ delegation of authorities and reservation of powers;

•Employee Code of Conduct; and

•Oversight of Designated Executive Officers’ Conflicts of Interest and Business Courtesies Matters Policy.

In addition, depending on the circumstances, relationships and transactions with related persons may require

conservator decision pursuant to the instructions issued to the Board of Directors by the conservator or may require the

consent of Treasury pursuant to the senior preferred stock purchase agreement.

Director Code of Conduct. Our Director Code of Conduct prohibits our directors from engaging in any conduct or

activity that is inconsistent with our best interests, as defined by the conservator’s express directions, its policies and

applicable law. Our Director Code of Conduct requires our directors to excuse themselves from voting on any issue

before the Board that could result in a conflict, self-dealing or other circumstance where their position as directors would

be detrimental to us or result in a noncompetitive, favored or unfair advantage to either themselves or their associates.

In addition, our directors must disclose any situation that involves or appears to involve a conflict of interest to the Chair

of the Nominating and Corporate Governance Committee or another member of the Committee or, for any director who

serves as an officer of Fannie Mae, to Fannie Mae’s Chief Compliance Officer or their designee. This includes, for

example, a financial interest of a director, an immediate family member of a director or a business associate of a

director in any transaction being considered by the Board, as well as a financial interest a director has in an organization

doing business with us. Our directors also are required to comply with the company’s procedures for the review,

approval, or ratification of related person transactions. Each of our directors also must annually certify compliance with

our Director Code of Conduct.

Corporate Governance Guidelines; Board Delegation of Authorities and Reservation of Powers. Our Corporate

Governance Guidelines provide that our Board of Directors, directly or through its committees, reviews and approves

any action that in the reasonable business judgment of management at the time the action is taken is likely to cause

significant reputational risk to Fannie Mae or result in substantial negative publicity. Our Board’s delegation of authorities

and reservation of powers similarly requires Board or Board committee approval for these actions. Depending on

management’s business judgment, this requirement might include a related party transaction.

Nominating and Corporate Governance Committee Charter; Board Delegation of Authorities and Reservation of

Powers. The Nominating and Corporate Governance Committee Charter and our Board’s delegation of authorities and

reservation of powers require the Nominating and Corporate Governance Committee to approve or conduct a

reasonable prior review and oversight of transactions with any director, nominee for director or executive officer, or any

immediate family member of a director, nominee for director or executive officer, that are required to be disclosed

pursuant to Item 404 of Regulation S-K.

Employee Code of Conduct. Our Employee Code of Conduct requires that our employees seek to avoid any actual or

apparent conflicts between our business interests and the personal interests, activities and relationships of our

employees, or that could expose the company to reputational risk. Our Employee Code of Conduct requires our

employees to raise compliance or ethics concerns, including concerns relating to suspected or known violations of our

Employee Code of Conduct, with any people manager or officer of the company, a member of our Human Resources

division or our Compliance and Ethics division.

Designated Executive Officer Conflicts Policy. Our Oversight of Designated Executive Officers’ Conflicts of Interest

and Business Courtesies Matters Policy (“Designated Executive Officer Conflicts Policy”) requires that our executive

officers report to the Compliance and Ethics division any transaction with us in which the executive officer or any

immediate family member of the executive officer has a direct or indirect interest, including any transaction that is

required to be disclosed under Item 404(a) of Regulation S-K. The Designated Executive Officer Conflicts Policy

provides that the Compliance and Ethics division will notify Legal department personnel with responsibility for the

company’s periodic SEC filings as soon as possible of any such disclosure by an executive officer and work with Legal

department personnel to ensure reporting of such transaction occurs if determined necessary or appropriate. The

Designated Executive Officer Conflicts Policy also provides that, if the Compliance and Ethics division has determined

the reported transaction poses a conflict or if the reported transaction involves the CEO, the division will submit its initial

determination and any recommended mitigation activities regarding such transaction to the Nominating and Corporate

Governance Committee to approve, deny or further condition.

| Certain Relationships and Related Transactions, and Director Independence |<br><br>Policies and Procedures Relating to Transactions with Related Persons | | --- || Fannie Mae 2023 Form 10-K | 203 | | --- | --- |

Conservator Instructions. We are required by the conservator to obtain its decision for various matters, some of which

may involve relationships or transactions with related persons. These matters include: actions requiring the consent of

or consultation with Treasury under the senior preferred stock purchase agreement; the creation of any subsidiary or

affiliate, or entering into a substantial transaction with a subsidiary or affiliate, except for routine ongoing transactions

with CSS or the creation of, or a transaction with, a subsidiary or affiliate undertaken in the ordinary course of business;

changes in employee compensation that could significantly impact our employees; new compensation arrangements

with or increases in compensation or benefits for our executive officers; setting or increasing the compensation or

benefits payable to members of the Board; and changes in our business operations, activities, and transactions that in

the reasonable business judgment of management are more likely than not to result in a significant increase in credit,

market, reputational, operational or other key risks.

Senior Preferred Stock Purchase Agreement. The senior preferred stock purchase agreement requires us to obtain

written Treasury approval of transactions with affiliates unless, among other things, the transaction is upon terms no

less favorable to us than would be obtained in a comparable arm’s-length transaction with a non-affiliate or the

transaction is undertaken in the ordinary course or pursuant to a contractual obligation or customary employment

arrangement in existence at the time the senior preferred stock purchase agreement was entered into.

Director and Officer Disclosures. We require our directors and executive officers, not less than annually, to describe

to us any transaction with us in which a director or executive officer could potentially have an interest that would require

disclosure under Item 404 of Regulation S-K.

Transactions with Related Persons

Transactions with Treasury

Treasury beneficially owns more than 5% of the outstanding shares of our common stock by virtue of the warrant we

issued to Treasury on September 7, 2008. The warrant entitles Treasury to purchase shares of our common stock equal

to 79.9% of our outstanding common stock on a fully diluted basis on the date of exercise, for an exercise price of

$0.00001 per share, and is exercisable in whole or in part at any time on or before September 7, 2028. We describe

below our current agreements with Treasury, as well as payments we are making to Treasury pursuant to the Temporary

Payroll Tax Cut Continuation Act of 2011, the Infrastructure Investment and Jobs Act and the GSE Act.

FHFA, as conservator, approved the senior preferred stock purchase agreement, the amendments to the agreement

and the letter agreements relating to the agreement and the senior preferred stock. FHFA, as conservator, also

approved our role as program administrator for the Home Affordable Modification Program and other initiatives under

the Making Home Affordable Program.

Treasury Senior Preferred Stock Purchase Agreement and Senior Preferred Stock

We issued the warrant to Treasury pursuant to the terms of the senior preferred stock purchase agreement we entered

into with Treasury in September 2008. Under the senior preferred stock purchase agreement, we also issued to

Treasury one million shares of senior preferred stock. We issued the warrant and the senior preferred stock as an initial

commitment fee in consideration of Treasury’s commitment to provide funds to us under the terms and conditions set

forth in the senior preferred stock purchase agreement. The senior preferred stock purchase agreement was

subsequently amended in September 2008, May 2009, December 2009 and August 2012. We, through FHFA, in its

capacity as conservator, and Treasury entered into letter agreements modifying the terms of the senior preferred stock

purchase agreement and the senior preferred stock in December 2017, September 2019 and January 2021. In addition,

we, through FHFA, in its capacity as conservator, and Treasury entered into a letter agreement in September 2021 that

temporarily suspended some of the provisions added to the senior preferred stock purchase agreement pursuant to the

January 2021 letter agreement. See “Business—Conservatorship and Treasury Agreements—Treasury Agreements” for

a description of the terms, as amended, of the senior preferred stock purchase agreement, the senior preferred stock

and the warrant.

As of December 31, 2023, we had received an aggregate of $119.8 billion from Treasury under the senior preferred

stock purchase agreement, none of which was received in 2023, and the remaining amount of funding available to us

under the agreement was $113.9 billion. Through December 31, 2023, we had paid an aggregate of $181.4 billion to

Treasury in dividends on the senior preferred stock, none of which was paid in 2023.

Treasury Making Home Affordable Program

In 2009, Treasury launched the Making Home Affordable Program to help struggling homeowners avoid foreclosure and

engaged us as program administrator for loans modified under the Home Affordable Modification Program, or HAMP,

and other initiatives under the Making Home Affordable Program. HAMP was aimed at helping borrowers by modifying

| Certain Relationships and Related Transactions, and Director Independence |<br><br>Policies and Procedures Relating to Transactions with Related Persons | | --- || Fannie Mae 2023 Form 10-K | 204 | | --- | --- |

their mortgage loan to make their payments more affordable. Under our arrangement, Treasury compensated us for a

significant portion of the work we performed in our role as program administrator for HAMP and other initiatives under

the Making Home Affordable Program. We received an aggregate of approximately $563 million from Treasury for our

work as program administrator from 2009 through 2023, as well as an additional amount of approximately $157 million

for this period to be passed through to third-party vendors engaged by us for HAMP and other initiatives under the

Making Home Affordable Program. Our role as program administrator concluded in the third quarter of 2023, and we

received our final reimbursement from Treasury in the fourth quarter of 2023.

Obligation to Pay TCCA Fees to Treasury

In December 2011, Congress enacted the Temporary Payroll Tax Cut Continuation Act of 2011 which, among other

provisions, required that we increase our single-family guaranty fees by at least 10 basis points and pay this increase to

Treasury. To meet our obligations under the TCCA and at the direction of FHFA, we increased the guaranty fee on all

single-family mortgages delivered to us by 10 basis points in April 2012. In November 2021, the Infrastructure

Investment and Jobs Act was enacted, which extended to October 1, 2032 our obligation under the TCCA to collect 10

basis points in guaranty fees on single-family mortgages delivered to us and pay the associated revenue to Treasury. In

January 2022, FHFA advised us to continue to collect and pay these TCCA fees on and after October 1, 2032 with

respect to loans we acquired before this date until those loans are paid off or otherwise liquidated. In 2023, we

recognized $3.4 billion for our obligations to Treasury under the TCCA.

Treasury Interest in Affordable Housing Allocations

The GSE Act requires us to set aside in each fiscal year an amount equal to 4.2 basis points for each dollar of the

unpaid principal balance of our total new business purchases and to pay this amount to specified HUD and Treasury

funds. New business purchases consist of single-family and multifamily whole mortgage loans purchased during the

period and single-family and multifamily mortgage loans underlying Fannie Mae MBS issued during the period pursuant

to lender swaps. In December 2014, FHFA directed us to set aside amounts for these contributions during each fiscal

year, except for any fiscal year for which a draw from Treasury was made under the terms of the senior preferred stock

purchase agreement, or in which such allocation or transfer would cause such a draw. We paid $287 million to the funds

in 2023 based on our new business purchases in 2022. Pursuant to the GSE Act and directions from FHFA, we paid

$101 million of this amount to Treasury’s Capital Magnet Fund and $186 million of this amount to HUD’s Housing Trust

Fund.

Our new business purchases were $369.2 billion for the year ended December 31, 2023. Accordingly, we recognized an

expense of $155 million related to this obligation for the year ended December 31, 2023. Of this amount, $54 million is

payable to Treasury’s Capital Magnet Fund and $101 million is payable to HUD’s Housing Trust Fund. We expect to pay

these amounts to the funds in 2024.

Director Independence

Independence Requirements

Our Corporate Governance Guidelines, in accordance with FHFA corporate governance regulations, require a majority

of Fannie Mae’s directors to be independent as defined under the rules set forth by the NYSE, as amended from time to

time. Where the NYSE rules do not address a particular relationship, the Board, based upon the recommendation of the

Nominating and Corporate Governance Committee, determines whether a relationship is material, and whether a Board

member is independent. Our Corporate Governance Guidelines also provide that an “independent board member” must

be determined to have no material relationship with us, either directly or through an organization that has a material

relationship with us. A relationship is “material” if, in the judgment of the Board, it would interfere with the Board

member’s independent judgment. Our Corporate Governance Guidelines are posted on our website,

www.fanniemae.com, under “Corporate Governance Guidelines” in the “About Us—Corporate Governance” section.

In addition, under FHFA corporate governance regulations, Board committees are required to comply with the

independence requirements set forth under NYSE rules. The NYSE’s listing standards include additional independence

criteria for members of the Audit Committee and Compensation and Human Capital Committee.

Our Board of Directors

Our Board of Directors, with the assistance of the Nominating and Corporate Governance Committee of the Board, has

reviewed the independence of all current Board members pursuant to the requirements described in “Independence

Requirements” above. Based on its review, the Board has determined that all of our current directors are independent

under these director independence requirements other than Ms. Almodovar (who is our Chief Executive Officer).

| Certain Relationships and Related Transactions, and Director Independence |<br><br>Transactions with Related Persons | | --- || Fannie Mae 2023 Form 10-K | 205 | | --- | --- |

In determining the independence of our current Board members other than Ms. Almodovar, the Board of Directors

considered the following relationships, transactions or arrangements and determined they were not material to the

independence of these Board members and would not interfere with the director’s independent judgment:

•Board Memberships with Business Partners. Ms. Glover, Mr. Herz, Ms. Nordin and Mr. Sánchez are or were

directors or advisory Board members of companies that engage in business with Fannie Mae or that have an

interest in one or more entities that engage in business with Fannie Mae. The Board considered that each of these

directors was solely a director or advisory board member of such company, and none of these directors served in a

management role or had ownership interests other than as incidental to their board service. The Board also

considered other relevant information including, to the extent available, information regarding payments between

these companies and Fannie Mae during the past three years.

•Board Memberships with Companies that Invest in Our Securities. Mr. Herz and Ms. Nordin serve as directors or

advisory Board members of companies that invest or may invest in Fannie Mae fixed-income securities. It is

generally not possible for Fannie Mae to determine the extent of the holdings of these companies in Fannie Mae

fixed-income securities as payments to holders are made through the Federal Reserve, and most of these

securities are held in turn by financial intermediaries. We understand that the investments by these companies in

Fannie Mae fixed-income securities are entered into at arm’s length in the ordinary course of business, upon

market terms and conditions, and are not entered into at the direction of, or upon approval by, the director in his or

her capacity as a director or advisory Board member of these companies.

•Board Memberships with Non-Profits to Which We Have Made Payments or That May Hold Our Securities.

Mr. Herz, Ms. Kimbrough and Ms. Nordin serve as Board members of non-profit organizations that have received

payments from Fannie Mae or that may hold Fannie Mae securities. The amount of payments fell substantially

below the NYSE independence standards’ thresholds of materiality for a director who is a current employee of a

company to which Fannie Mae made, or from which Fannie Mae received, payments.

•Current Employment with Business Partners. Mr. Brummer, Mr. Johnson and Ms. Kimbrough are each employed

at entities that engage in business with Fannie Mae.

◦Mr. Brummer is currently a columnist at CQ Roll Call, a provider of congressional news, legislative tracking, and

advocacy services. He is also the co-founder of a podcast that is affiliated with CQ Roll Call. Fannie Mae pays

subscription fees providing access to CQ Roll Call. The payments made by Fannie Mae to CQ Roll Call during

the past three years fall below the NYSE independence standards’ thresholds of materiality for a director who is

a current employee of a company to which Fannie Mae made, or from which Fannie Mae received, payments.

◦Mr. Brummer is a professor at Georgetown University Law Center and founder of the DC Fintech Week

conference, which in 2023 was co-hosted by Georgetown University Law Center’s Institute of International

Economic Law and Fannie Mae, among others. The payments made by Fannie Mae in co-hosting a portion of

the event were not made to Georgetown University Law Center or to Mr. Brummer and, had they been paid to

Georgetown Law Center, they would have fallen below the NYSE independence standards’ thresholds of

materiality for a director who is a current employee of a company to which Fannie Mae made, or from which

Fannie Mae received, payments.

◦Mr. Johnson is currently a professor at MIT and engages in work for the National Bureau of Economic

Research. Fannie Mae engages in business transactions with both of these entities. The payments made by

Fannie Mae to these entities during the past three years fall below the NYSE independence standards’

thresholds of materiality for a director who is a current employee of a company to which Fannie Mae made, or

from which Fannie Mae received, payments.

◦Ms. Kimbrough is currently an employee of LinkedIn Corporation, a subsidiary of Microsoft Corporation. Fannie

Mae engages in business transactions with LinkedIn and Microsoft. The payments made by Fannie Mae to

Microsoft during the past three years fall below the NYSE independence standards’ thresholds of materiality for

a director who is a current employee of a company to which Fannie Mae made, or from which Fannie Mae

received, payments.

The Board also determined that each member of the Audit Committee, Compensation and Human Capital Committee,

and Nominating and Corporate Governance Committee met the NYSE’s independence criteria for members of such

committees.

The Board did not consider the Board’s duties to the conservator, together with the federal government’s controlling

beneficial ownership of Fannie Mae, in determining independence of the Board members.

Ms. Almodovar is not considered an independent director under NYSE independence standards because of her position

as Chief Executive Officer.

| Certain Relationships and Related Transactions, and Director Independence | Director Independence | | --- || Fannie Mae 2023 Form 10-K | 206 | | --- | --- |

Item 14.  Principal Accounting Fees and Services

The Audit Committee of our Board of Directors is directly responsible for the appointment, oversight and evaluation of

our independent registered public accounting firm, subject to conservator approval of matters relating to retention and

termination. Deloitte & Touche LLP (Public Company Accounting Oversight Board ID No. 34) was our independent

registered public accounting firm for the years ended 2023 and 2022. Deloitte & Touche LLP has advised the Audit

Committee that they are independent accountants with respect to the company, within the meaning of standards

established by the Public Company Accounting Oversight Board and federal securities laws administered by the SEC.

The following table displays the aggregate estimated or actual fees for professional services provided by Deloitte &

Touche LLP, including audit fees.

	For the Year Ended<br><br>December 31,
	2023	2022
Description of fees:
Audit fees	$39,099,000	$38,932,500
Audit-related fees(1)	314,800	315,000
Tax fees(2)	20,000	—
All other fees(3)	394,000	219,000
Total fees	$39,827,800	$39,466,500

(1)Consists of fees billed for attest-related services on debt offerings and compliance with the covenants in the senior preferred stock

purchase agreement with Treasury.

(2)Consists of tax fees related to non-audit tax research and compliance services.

(3)Consists of fees billed for non-audit engagements, including ESG Report attestation and other compliance assessments.

Pre-Approval Policy

In accordance with its charter, the Audit Committee must approve, in advance of the service, all audit and permissible

non-audit services to be provided by our independent registered public accounting firm and establish policies and

procedures for the engagement of the external auditor to provide audit and permissible non-audit services. The

independent registered public accounting firm and management are required to present reports on the nature of the

services provided by the independent registered public accounting firm for the past year and the fees for such services,

categorized into audit services, audit-related services, tax services and other services. The firm may not be retained to

perform non-audit services specified in Section 10A(g) of the Exchange Act.

The Audit Committee has delegated to its Chair the authority to pre-approve any additional audit and permissible non-

audit services up to $1 million per engagement. The Audit Committee must ratify such pre-approvals at the next

scheduled meeting of the Audit Committee. Additionally, we obtain the conservator’s approval for any services provided

by Deloitte & Touche LLP outside of the scope of the integrated audit.

In 2023, we paid no fees to the independent registered public accounting firm pursuant to the de minimis exception

established by the SEC, and all services were pre-approved.

| Principal Accounting Fees and Services | | --- || Fannie Mae 2023 Form 10-K | 207 | | --- | --- |

PART IV

Item 15.  Exhibits, Financial Statement Schedules

Documents filed as part of this report

Consolidated Financial Statements

An index to our consolidated financial statements has been filed as part of this report beginning on page F-1 and is

incorporated herein by reference.

Financial Statement Schedules

None.

Exhibits

The table below lists exhibits that are filed with or incorporated by reference into this report.

Item	Description
3.1	Fannie Mae Charter Act (12 U.S.C. § 1716 et seq.) as amended through July 25, 2019 (Incorporated by reference to Exhibit<br><br>3.1 to Fannie Mae’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed October 31, 2019)
3.2	Fannie Mae Bylaws, as amended through January 29, 2019 (Incorporated by reference to Exhibit 3.2 to Fannie Mae’s Annual<br><br>Report on Form 10-K for the year ended December 31, 2018, filed February 14, 2019)
4.1	Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
4.2	Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series D (Incorporated by reference to Exhibit 4.1 to<br><br>Fannie Mae’s registration statement on Form 10, filed March 31, 2003)
4.3	Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series E (Incorporated by reference to Exhibit 4.2 to<br><br>Fannie Mae’s registration statement on Form 10, filed March 31, 2003)
4.4	Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series F (Incorporated by reference to Exhibit 4.3 to<br><br>Fannie Mae’s registration statement on Form 10, filed March 31, 2003)
4.5	Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series G (Incorporated by reference to Exhibit 4.4 to<br><br>Fannie Mae’s registration statement on Form 10, filed March 31, 2003)
4.6	Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series H (Incorporated by reference to Exhibit 4.5 to<br><br>Fannie Mae’s registration statement on Form 10, filed March 31, 2003)
4.7	Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series I (Incorporated by reference to Exhibit 4.6 to<br><br>Fannie Mae’s registration statement on Form 10, filed March 31, 2003)
4.8	Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series L (Incorporated by reference to Exhibit 4.7 to<br><br>Fannie Mae’s Quarterly Report on Form 10-Q, filed August 8, 2008)
4.9	Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series M (Incorporated by reference to Exhibit 4.8 to<br><br>Fannie Mae’s Quarterly Report on Form 10-Q, filed August 8, 2008)
4.10	Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series N (Incorporated by reference to Exhibit 4.9 to<br><br>Fannie Mae’s Quarterly Report on Form 10-Q, filed August 8, 2008)
4.11	Certificate of Designation of Terms of Fannie Mae Non-Cumulative Convertible Preferred Stock, Series 2004-1 (Incorporated<br><br>by reference to Exhibit 4.10 to Fannie Mae’s Annual Report on Form 10-K for the year ended December 31, 2009, filed<br><br>February 26, 2010)
4.12	Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series O (Incorporated by reference to Exhibit 4.11 to<br><br>Fannie Mae’s Annual Report on Form 10-K for the year ended December 31, 2009, filed February 26, 2010)
4.13	Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series P (Incorporated by reference to Exhibit 4.12 to<br><br>Fannie Mae’s Annual Report on Form 10-K for the year ended December 31, 2012, filed April 2, 2013)
4.14	Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series Q (Incorporated by reference to Exhibit 4.13 to<br><br>Fannie Mae’s Annual Report on Form 10-K for the year ended December 31, 2012, filed April 2, 2013)
4.15	Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series R (Incorporated by reference to Exhibit 4.14 to<br><br>Fannie Mae’s Annual Report on Form 10-K for the year ended December 31, 2012, filed April 2, 2013)
4.16	Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series S (Incorporated by reference to Exhibit 4.15 to<br><br>Fannie Mae’s Annual Report on Form 10-K for the year ended December 31, 2012, filed April 2, 2013)
4.17	Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series T (Incorporated by reference to Exhibit 4.1 to<br><br>Fannie Mae’s Current Report on Form 8-K, filed May 19, 2008)
4.18	Amended and Restated Certificate of Designation of Terms of Variable Liquidation Preference Senior Preferred Stock,<br><br>Series 2008-2, amended and restated as of September 30, 2019 (Incorporated by reference to Exhibit 4.1 to Fannie Mae’s<br><br>Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed October 31, 2019)
Exhibits, Financial Statement Schedules
---		Fannie Mae 2023 Form 10-K	208
---	---
4.19	Fourth Amended and Restated Certificate of Designation of Terms of Variable Liquidation Preference Senior Preferred Stock,<br><br>Series 2008-2, amended and restated as of April 13, 2021 (Incorporated by reference to Exhibit 4.1 to Fannie Mae’s<br><br>Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed April 30, 2021)
---	---
4.20	Warrant to Purchase Common Stock, dated September 7, 2008 (Incorporated by reference to Exhibit 4.3 to Fannie Mae’s<br><br>Current Report on Form 8-K, filed September 11, 2008)
4.21	Amended and Restated Senior Preferred Stock Purchase Agreement, dated as of September 26, 2008, between the United<br><br>States Department of the Treasury and Federal National Mortgage Association, acting through the Federal Housing Finance<br><br>Agency as its duly appointed conservator (Incorporated by reference to Exhibit 4.1 to Fannie Mae’s Current Report on<br><br>Form 8-K, filed October 2, 2008)
4.22	Amendment to Amended and Restated Senior Preferred Stock Purchase Agreement, dated as of May 6, 2009, between the<br><br>United States Department of the Treasury and Federal National Mortgage Association, acting through the Federal Housing<br><br>Finance Agency as its duly appointed conservator (Incorporated by reference to Exhibit 4.21 to Fannie Mae’s Quarterly<br><br>Report on Form 10-Q for the quarter ended March 31, 2009, filed May 8, 2009)
4.23	Second Amendment to Amended and Restated Senior Preferred Stock Purchase Agreement, dated as of December 24,<br><br>2009, between the United States Department of the Treasury and Federal National Mortgage Association, acting through the<br><br>Federal Housing Finance Agency as its duly appointed conservator (Incorporated by reference to Exhibit 4.1 to Fannie Mae’s<br><br>Current Report on Form 8-K, filed December 30, 2009)
4.24	Third Amendment to Amended and Restated Senior Preferred Stock Purchase Agreement, dated as of August 17, 2012,<br><br>between the United States Department of the Treasury and Federal National Mortgage Association, acting through the<br><br>Federal Housing Finance Agency as its duly appointed conservator (Incorporated by reference to Exhibit 4.1 to Fannie Mae’s<br><br>Current Report on Form 8-K, filed August 17, 2012)
4.25	Letter Agreement between the United States Department of the Treasury and the Federal National Mortgage Association,<br><br>acting through the Federal Housing Finance Agency as its duly appointed conservator, dated December 21, 2017<br><br>(Incorporated by reference to Exhibit 10.1 to Fannie Mae’s Current Report on Form 8-K, filed December 21, 2017)
4.26	Letter Agreement between the United States Department of the Treasury and the Federal National Mortgage Association,<br><br>acting through the Federal Housing Finance Agency as its duly appointed conservator, dated September 27, 2019<br><br>(Incorporated by reference to Exhibit 10.1 to Fannie Mae’s Current Report on Form 8-K, filed October 1, 2019)
4.27	Letter Agreement between the United States Department of the Treasury and the Federal National Mortgage Association,<br><br>acting through the Federal Housing Finance Agency as its duly appointed conservator, dated January 14, 2021 (Incorporated<br><br>by reference to Exhibit 10.1 to Fannie Mae’s Current Report on Form 8-K, filed January 20, 2021)
4.28	Letter Agreement between the United States Department of the Treasury and the Federal National Mortgage Association,<br><br>acting through the Federal Housing Finance Agency as its duly appointed conservator, dated September 14, 2021<br><br>(Incorporated by reference to Exhibit 10.1 to Fannie Mae’s Current Report on Form 8-K, filed September 20, 2021)
10.1	Repayment Provisions for SEC Executive Officers, amended and restated as of March 8, 2012† (Incorporated by reference<br><br>to Exhibit 10.44 to Fannie Mae’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed May 9, 2012)
10.2	Fannie Mae Form of Indemnification Agreement for directors and officers of Fannie Mae (Incorporated by reference to Exhibit<br><br>10.15 to Fannie Mae’s Annual Report on Form 10-K for the year ended December 31, 2008, filed February 26, 2009.)
10.3	Fannie Mae Form of Indemnification Agreement for directors and officers of Fannie Mae (Incorporated by reference to Exhibit<br><br>10.2 to Fannie Mae’s Annual Report on Form 10-K for the year ended December 31, 2016, filed February 17, 2017)
10.4	Fannie Mae Form of Indemnification Agreement for directors and officers of Fannie Mae (Incorporated by reference to Exhibit<br><br>10.3 to Fannie Mae’s Annual Report on Form 10-K for the year ended December 31, 2018, filed February 14, 2019)
10.5	Fannie Mae Supplemental Retirement Savings Plan, as amended through April 29, 2008† (Incorporated by reference to<br><br>Exhibit 10.2 to Fannie Mae’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, filed August 8, 2008)
10.6	Amendment to Fannie Mae Supplemental Retirement Savings Plan, effective October 8, 2008† (Incorporated by reference to<br><br>Exhibit 10.32 to Fannie Mae’s Annual Report on Form 10-K for the year ended December 31, 2008, filed February 26, 2009)
10.7	Amendment to Fannie Mae Supplemental Retirement Savings Plan, effective May 14, 2010† (Incorporated by reference to<br><br>Exhibit 10.2 to Fannie Mae’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed August 5, 2010)
10.8	Amendment to Fannie Mae Supplemental Retirement Savings plan for 2012 Executive Compensation Program, adopted May<br><br>18, 2012† (Incorporated by reference to Exhibit 10.3 to Fannie Mae’s Quarterly Report on Form 10-Q for the quarter ended<br><br>June 30, 2012, filed August 8, 2012)
10.9	Amendment to Fannie Mae Supplemental Retirement Savings Plan, effective July 1, 2013† (Incorporated by reference to<br><br>Exhibit 10.4 to Fannie Mae’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, filed November 7,<br><br>2013)
10.10	Amendment to Fannie Mae Supplemental Retirement Savings Plan, effective December 31, 2020† (Incorporated by<br><br>reference to Exhibit 10.11 to Fannie Mae's Annual Report on Form 10-K for the year ended December 31, 2020, filed<br><br>February 12, 2021)
10.11	Amendment to Fannie Mae Supplemental Retirement Savings Plan, effective January 1, 2023† (Incorporated by reference to<br><br>Exhibit 10.11 to Fannie Mae’s Annual Report on Form 10-K for the year ended December 31, 2022, filed February 14, 2023)
10.12	Amended and Restated Senior Preferred Stock Purchase Agreement, dated as of September 26, 2008, between the United<br><br>States Department of the Treasury and Federal National Mortgage Association, acting through the Federal Housing Finance<br><br>Agency as its duly appointed conservator (Incorporated by reference Exhibit 4.1 to Fannie Mae’s Current Report on Form 8-<br><br>K, filed October 2, 2008)		Exhibits, Financial Statement Schedules
---		Fannie Mae 2023 Form 10-K	209
---	---
10.13	Amendment to Amended and Restated Senior Preferred Stock Purchase Agreement, dated as of May 6, 2009, between the<br><br>United States Department of the Treasury and Federal National Mortgage Association, acting through the Federal Housing<br><br>Finance Agency as its duly appointed conservator (Incorporated by reference to Exhibit 4.21 to Fannie Mae’s Quarterly<br><br>Report on Form 10-Q, filed May 8, 2009)
---	---
10.14	Second Amendment to Amended and Restated Senior Preferred Stock Purchase Agreement, dated as of December 24,<br><br>2009, between the United States Department of the Treasury and Federal National Mortgage Association, acting through the<br><br>Federal Housing Finance Agency as its duly appointed conservator (Incorporated by reference to Exhibit 4.1 to Fannie Mae’s<br><br>Current Report on Form 8-K, filed December 30, 2009)
10.15	Third Amendment to Amended and Restated Senior Preferred Stock Purchase Agreement, dated as of August 17, 2012,<br><br>between the United States Department of the Treasury and Federal National Mortgage Association, acting through the<br><br>Federal Housing Finance Agency as its duly appointed conservator (Incorporated by reference to Exhibit 4.1 to Fannie Mae’s<br><br>Current Report on Form 8-K, filed August 17, 2012)
10.16	Letter Agreement between the United States Department of the Treasury and the Federal National Mortgage Association,<br><br>acting through the Federal Housing Finance Agency as its duly appointed conservator, dated December 21, 2017<br><br>(Incorporated by reference to Exhibit 10.1 to Fannie Mae’s Current Report on Form 8-K, filed December 21, 2017)
10.17	Letter Agreement between the United States Department of the Treasury and the Federal National Mortgage Association,<br><br>acting through the Federal Housing Finance Agency as its duly appointed conservator, dated September 27, 2019<br><br>(Incorporated by reference to Exhibit 10.1 to Fannie Mae’s Current Report on Form 8-K, filed October 1, 2019)
10.18	Letter Agreement between the United States Department of the Treasury and the Federal National Mortgage Association,<br><br>acting through the Federal Housing Finance Agency as its duly appointed conservator, dated January 14, 2021 (Incorporated<br><br>by reference to Exhibit 10.1 to Fannie Mae’s Current Report on Form 8-K, filed January 20, 2021)
10.19	Letter Agreement between the United States Department of the Treasury and the Federal National Mortgage Association,<br><br>acting through the Federal Housing Finance Agency as its duly appointed conservator, dated September 14, 2021<br><br>(Incorporated by reference to Exhibit 10.1 to Fannie Mae’s Current Report on Form 8-K, filed September 20, 2021)
10.20	Confidentiality and Proprietary Rights Agreement† (Incorporated by reference to Exhibit 10.1 to Fannie Mae’s Quarterly<br><br>Report on Form 10-Q for the quarter ended June 30, 2021, filed August 3, 2021)
10.21	Form of Covered Employee Statement Under Confidentiality and Proprietary Rights Agreement† (Incorporated by reference<br><br>to Exhibit 10.20 to Fannie Mae’s Annual Report on Form 10-K for the year ended December 31, 2021, filed February 15,<br><br>2022)
10.22	Form of Covered Employee Statement Under Confidentiality and Proprietary Rights Agreement (first used with 2023<br><br>executive compensation)†  (Incorporated by reference to Exhibit 10.22 to Fannie Mae’s Annual Report on Form 10-K for the<br><br>year ended December 31, 2022, filed February 14, 2023)
10.23	Form of Relocation Repayment Agreement for Officers of Fannie Mae† (Incorporated by reference to Exhibit 10.1 to Fannie<br><br>Mae’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed May 1, 2019)
31.1	Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)
31.2	Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
99.1	Fourth Amended and Restated Limited Liability Company Agreement of Common Securitization Solutions, LLC, dated as of<br><br>January 21, 2021 (Incorporated by reference to Exhibit 99.1 to Fannie Mae’s Quarterly Report on Form 10-Q for the quarter<br><br>ended March 31, 2022, filed May 3, 2022)
101. INS	Inline XBRL Instance Document* - the instance document does not appear in the Interactive Data File because its XBRL tags<br><br>are embedded within the Inline XBRL document
101. SCH	Inline XBRL Taxonomy Extension Schema*
101. CAL	Inline XBRL Taxonomy Extension Calculation*
101. DEF	Inline XBRL Taxonomy Extension Definition*
101. LAB	Inline XBRL Taxonomy Extension Label*
101. PRE	Inline XBRL Taxonomy Extension Presentation*
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

__________

†This Exhibit is a management contract or compensatory plan or arrangement.

*The financial information contained in these XBRL documents is unaudited.

Item 16.  Form 10-K Summary

None.

| Exhibits, Financial Statement Schedules | | --- || Fannie Mae 2023 Form 10-K | 210 | | --- | --- |

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly

caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Federal National Mortgage Association
/s/ Priscilla Almodovar
Priscilla Almodovar<br><br>Chief Executive Officer

Date: February 15, 2024

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and

appoints Priscilla Almodovar and Chryssa C. Halley, and each of them severally, his or her true and lawful attorney-in-

fact with power of substitution and resubstitution to sign in his or her name, place and stead, in any and all capacities, to

do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under

the Securities Exchange Act of 1934 and any rules, regulations and requirements of the U.S. Securities and Exchange

Commission in connection with the Annual Report on Form 10-K and any and all amendments hereto, as fully for all

intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all said attorneys-in-fact

and agents, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue

hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following

persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Michael J. Heid	Chair of the Board of Directors	February 15, 2024
Michael J. Heid
/s/ Priscilla Almodovar	Chief Executive Officer and Director	February 15, 2024
Priscilla Almodovar
/s/ Chryssa C. Halley	Executive Vice President and Chief Financial Officer	February 15, 2024
Chryssa C. Halley
/s/ James L. Holmberg	Senior Vice President and Controller	February 15, 2024
James L. Holmberg
/s/ Amy E. Alving	Director	February 15, 2024
Amy E. Alving
Signatures
---		Fannie Mae 2023 Form 10-K	211
---	---
Signature	Title	Date
---	---	---
/s/ Christopher J. Brummer	Director	February 15, 2024
Christopher J. Brummer
/s/ Renée L. Glover	Director	February 15, 2024
Renée L. Glover
/s/ Robert H. Herz	Director	February 15, 2024
Robert H. Herz
/s/ Simon Johnson	Director	February 15, 2024
Simon Johnson
/s/ Karin J. Kimbrough	Director	February 15, 2024
Karin J. Kimbrough
/s/ Diane C. Nordin	Director	February 15, 2024
Diane C. Nordin
/s/ Chetlur S. Ragavan	Director	February 15, 2024
Chetlur S. Ragavan
/s/ Manuel Sánchez Rodríguez	Director	February 15, 2024
Manuel Sánchez Rodríguez
/s/ Michael Seelig	Director	February 15, 2024
Michael Seelig				Signatures
---		Fannie Mae 2023 Form 10-K	212
---	---
Index to Consolidated Financial Statements
---	---	---
		Page
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		F-2
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		F-4
Consolidated Statements of Operations and Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		F-5
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		F-6
Consolidated Statements of Changes in Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		F-7
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		F-8
	Note 1—Summary of Significant Accounting Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	F-8
	Note 2—Conservatorship, Senior Preferred Stock Purchase Agreement and Related Matters . . . . . . . .	F-17
	Note 3—Consolidations and Transfers of Financial Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	F-23
	Note 4—Mortgage Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	F-26
	Note 5—Allowance for Loan Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	F-38
	Note 6—Investments in Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	F-41
	Note 7—Financial Guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	F-42
	Note 8—Short-Term and Long-Term Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	F-43
	Note 9—Derivative Instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	F-45
	Note 10—Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	F-50
	Note 11—Segment Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	F-51
	Note 12—Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	F-54
	Note 13—Regulatory Capital Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	F-58
	Note 14—Concentrations of Credit Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	F-61
	Note 15—Netting Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	F-66
	Note 16—Fair Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	F-68
	Note 17—Commitments and Contingencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	F-80
Index to Consolidated Financial Statements
---		Fannie Mae 2023 Form 10-K	F-1
---	---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To Fannie Mae:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Fannie Mae and consolidated entities (in

conservatorship) (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of

operations and comprehensive income, cash flows, and changes in equity for each of the three years in the period

ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion,

the financial statements present fairly, in all material respects, the financial position of the Company as of December 31,

2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended

December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United

States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria

established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of

the Treadway Commission and our report dated February 15, 2024, expressed an adverse opinion on the Company's

internal control over financial reporting because of a material weakness.

Emphasis of a Matter

As discussed in Note 1 to the consolidated financial statements, the Company is currently under the control of its

conservator and regulator, the Federal Housing Finance Agency (“FHFA”). Further, the Company directly and indirectly

received substantial support from various agencies of the United States Government, including the United States

Department of Treasury and FHFA. The Company is dependent upon continued support of the United States

Government, various United States Government agencies and the Company’s conservator and regulator, FHFA.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an

opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the

PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and

perform the audit to obtain reasonable assurance about whether the financial statements are free of material

misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to

those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in

the financial statements. Our audits also included evaluating the accounting principles used and significant estimates

made by management, as well as evaluating the overall presentation of the financial statements. We believe that our

audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements

that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or

disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or

complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial

statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate

opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Allowance for Loan Losses — Refer to Notes 1 and 5 to the financial statements

Critical Audit Matter Description

The Company’s allowance for loan losses is a valuation allowance that reflects an estimate of expected credit losses

related to its recorded investment in single-family and multifamily held-for-investment loans. The allowance for loan

losses requires consideration of a broad range of information about current conditions and reasonable and supportable

forecast information to develop loan loss estimates. The Company uses internal models to estimate credit losses that

incorporate historical credit loss experience, adjusted for current economic forecasts and the current credit profile of the

Company’s single-family and multifamily loan books of business. Management adjusts the modeled estimate when it

identifies relevant information that is not yet reflected in the allowance for loan losses.

For its single-family mortgage loan allowance for loan losses, the Company uses a discounted cash flow method to

measure expected credit losses. The model uses reasonable and supportable forecasts for key economic drivers for

single-family mortgage loans, including home prices and interest rates. For its multifamily mortgage loan allowance for

| Report of Independent Registered Public Accounting Firm | | --- || Fannie Mae 2023 Form 10-K | F-2 | | --- | --- |

loan losses, the Company uses an undiscounted cash flow method to measure expected credit losses. The model uses

reasonable and supportable forecasts for key economic drivers for multifamily mortgage loans, including rental income

and property valuations.

We identified the allowance for loan losses for single-family and multifamily mortgage loans held-for-investment,

excluding the portion related to single-family reverse mortgage loans, as a critical audit matter because of the

complexity of the Company’s internal models and the significant assumptions used by management. This required a

high degree of auditor judgment and an increased extent of effort, including the need to involve credit specialists when

performing audit procedures to evaluate the reasonableness of management’s internal models and significant

assumptions.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the internal models, key data inputs, and management’s significant assumptions used to

estimate the allowance for loan losses described in the preceding paragraph, included the following, among others:

•We tested the effectiveness of controls, including those related to the internal models, key data inputs, and

significant management assumptions.

•With the assistance of our credit specialists, we evaluated:

◦The appropriateness of the internal models and methodologies.

◦The reasonableness of management’s significant assumptions, including the development of forecasted

home price growth (single-family), forecasted interest rates (single-family), forecasted rental income

(multifamily), and forecasted property valuations (multifamily).

◦The appropriateness of any qualitative adjustments (or lack thereof) to the modeled expected cash flow

output.

•We tested the accuracy of key data inputs, including historical loan data and economic data consumed by the

internal models used to calculate expected credit losses.

/s/ Deloitte & Touche LLP

McLean, Virginia

February 15, 2024

We have served as the Company’s auditor since 2005.

| Report of Independent Registered Public Accounting Firm | | --- || Fannie Mae 2023 Form 10-K | F-3 | | --- | --- |

FANNIE MAE

(In conservatorship)

Consolidated Balance Sheets

(Dollars in millions)

ASSETS
Cash and cash equivalents	35,817	$57,987
Restricted cash and cash equivalents (includes 25,836 and 23,348, respectively, related to consolidated trusts)	32,889	29,854
Securities purchased under agreements to resell (includes 0 and 3,475, respectively, related to consolidated trusts)	30,700	14,565
Investments in securities, at fair value	53,116	50,825
Mortgage loans:
Loans held for sale, at lower of cost or fair value	2,149	2,033
Loans held for investment, at amortized cost:
Of Fannie Mae	48,199	52,081
Of consolidated trusts	4,094,013	4,071,669
Total loans held for investment (includes 3,315 and 3,645, respectively, at fair value)	4,142,212	4,123,750
Allowance for loan losses	(8,730)	(11,347)
Total loans held for investment, net of allowance	4,133,482	4,112,403
Total mortgage loans	4,135,631	4,114,436
Advances to lenders	1,389	1,502
Deferred tax assets, net	11,681	12,911
Accrued interest receivable, net (includes 10,132 and 9,241 related to consolidated trusts and net of allowance of 25 and 111, respectively)	10,724	9,821
Other assets	13,490	13,387
Total assets	4,325,437	$4,305,288
LIABILITIES AND EQUITY
Liabilities:
Accrued interest payable (includes 10,212 and 9,347, respectively, related to consolidated trusts)	10,931	$9,917
Debt:
Of Fannie Mae (includes 761 and 1,161, respectively, at fair value)	124,065	134,168
Of consolidated trusts (includes 14,343 and 16,260, respectively, at fair value)	4,098,653	4,087,720
Other liabilities (includes 1,713 and 1,748, respectively, related to consolidated trusts)	14,106	13,206
Total liabilities	4,247,755	4,245,011
Commitments and contingencies (Note 17)	—	—
Fannie Mae stockholders’ equity:
Senior preferred stock (liquidation preference of 195,224 and 180,339, respectively)	120,836	120,836
Preferred stock, 700,000,000 shares are authorized—555,374,922 shares issued and outstanding	19,130	19,130
Common stock, no par value, no maximum authorization—1,308,762,703 shares issued and 1,158,087,567 shares outstanding	687	687
Accumulated deficit	(55,603)	(73,011)
Accumulated other comprehensive income	32	35
Treasury stock, at cost, 150,675,136 shares	(7,400)	(7,400)
Total stockholders’ equity (See Note 2: Senior Preferred Stock Purchase Agreement, Senior Preferred Stock and Warrant for information on the related dividend obligation and liquidation preference)	77,682	60,277
Total liabilities and equity	4,325,437	$4,305,288

All values are in US Dollars.

See Notes to Consolidated Financial Statements

| Financial Statements | Consolidated Balance Sheets | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-4 | | --- | --- |

FANNIE MAE

(In conservatorship)

Consolidated Statements of Operations and Comprehensive Income

(Dollars and shares in millions, except per share amounts)

	For the Year Ended December 31,
	2023
Interest income:
Investments in securities		4,158	1,828	$582
Mortgage loans		133,234	117,813	98,930
Other		2,322	656	163
Total interest income		139,714	120,297	99,675
Interest expense:
Short-term debt		(672)	(76)	(4)
Long-term debt		(110,269)	(90,798)	(70,084)
Total interest expense		(110,941)	(90,874)	(70,088)
Net interest income		28,773	29,423	29,587
Benefit (provision) for credit losses		1,670	(6,277)	5,130
Net interest income after benefit (provision) for credit losses		30,443	23,146	34,717
Investment gains (losses), net		(53)	(297)	1,352
Fair value gains, net		1,304	1,284	155
Fee and other income		275	312	361
Non-interest income		1,526	1,299	1,868
Administrative expenses:
Salaries and employee benefits		(1,906)	(1,671)	(1,493)
Professional services		(850)	(850)	(817)
Other administrative expenses		(848)	(808)	(755)
Total administrative expenses		(3,604)	(3,329)	(3,065)
TCCA fees		(3,431)	(3,369)	(3,071)
Credit enhancement expense		(1,512)	(1,323)	(1,051)
Change in expected credit enhancement recoveries		(193)	727	(194)
Other expenses, net		(1,273)	(918)	(1,255)
Total expenses		(10,013)	(8,212)	(8,636)
Income before federal income taxes		21,956	16,233	27,949
Provision for federal income taxes		(4,548)	(3,310)	(5,773)
Net income		17,408	12,923	22,176
Other comprehensive loss		(3)	(3)	(78)
Total comprehensive income		17,405	12,920	$22,098
Net income		17,408	12,923	$22,176
Dividends distributed or amounts attributable to senior preferred stock		(17,405)	(12,920)	(22,098)
Net income attributable to common stockholders		3	3	$78
Earnings per share:
Basic		0.00	0.00	$0.01
Diluted		0.00	0.00	0.01
Weighted-average common shares outstanding:
Basic		5,867	5,867	5,867
Diluted		5,893	5,893	5,893

All values are in US Dollars.

See Notes to Consolidated Financial Statements

| Financial Statements | Consolidated Statements of Operations and Comprehensive Income | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-5 | | --- | --- |

FANNIE MAE

(In conservatorship)

Consolidated Statements of Cash Flows

(Dollars in millions)

	For the Year Ended December 31,
	2023	2022	2021
Cash flows provided by (used in) operating activities:
Net income	$17,408	$12,923	$22,176
Reconciliation of net income to net cash provided by (used in) operating activities:
Amortization of cost basis adjustments	(2,535)	(5,731)	(10,763)
Net impact of hedged mortgage assets and debt	210	(423)	(268)
Provision (benefit) for credit losses	(1,670)	6,277	(5,130)
Valuation (gains) losses	(760)	361	(1,996)
Change in expected credit enhancement recoveries	193	(727)	194
Deferred income tax expense (benefit)	1,231	(195)	252
Net gains related to the disposition of acquired property and preforeclosure sales, including credit<br><br>enhancements	(1,182)	(1,782)	(1,780)
Net change in accrued interest receivable	(1,110)	(1,826)	(618)
Net change in servicer advances	31	(217)	(2,131)
Net change in accrued interest payable	1,014	731	(533)
Other, net	130	(352)	825
Net change in trading securities	(1,077)	34,787	46,983
Net cash provided by (used in) operating activities	11,883	43,826	47,211
Cash flows provided by (used in) investing activities:
Mortgage loans acquired held for investment:
Purchases	(124,372)	(247,016)	(649,238)
Proceeds from sales	2,182	7,501	17,130
Proceeds from repayments	336,336	500,324	1,104,270
Advances to lenders	(103,364)	(178,450)	(393,016)
Proceeds from disposition of acquired property and preforeclosure sales	4,622	2,694	3,536
Net change in federal funds sold and securities purchased under agreements to resell	(16,135)	6,178	7,457
Other, net	(119)	(1,103)	711
Net cash provided by (used in) investing activities	99,150	90,128	90,850
Cash flows provided by (used in) financing activities:
Proceeds from issuance of debt of Fannie Mae	415,790	340,708	317,867
Payments to redeem debt of Fannie Mae	(427,161)	(403,967)	(405,368)
Proceeds from issuance of debt of consolidated trusts	228,976	469,955	1,097,497
Payments to redeem debt of consolidated trusts	(347,773)	(561,440)	(1,155,118)
Other, net	—	—	69
Net cash provided by (used in) financing activities	(130,168)	(154,744)	(145,053)
Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents	(19,135)	(20,790)	(6,992)
Cash, cash equivalents and restricted cash and cash equivalents at beginning of period	87,841	108,631	115,623
Cash, cash equivalents and restricted cash and cash equivalents at end of period	$68,706	$87,841	$108,631
Cash paid during the period for:
Interest	$118,897	$101,469	$106,205
Income taxes	2,750	3,511	5,500
Supplemental information on non-cash activities related to mortgage loans (see Note 4)

See Notes to Consolidated Financial Statements

| Financial Statements | Consolidated Statements of Cash Flows | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-6 | | --- | --- |

FANNIE MAE

(In conservatorship)

Consolidated Statements of Changes in Equity

(Dollars and shares in millions)

	Fannie Mae Stockholders’ Equity
	Shares Outstanding			Senior<br><br>Preferred<br><br>Stock	Preferred<br><br>Stock	Common<br><br>Stock	Accumulated<br><br>Deficit	Accumulated<br><br>Other<br><br>Comprehensive<br><br>Income	Treasury<br><br>Stock	Total<br><br>Equity
	Senior<br><br>Preferred	Preferred	Common
Balance as of December 31, 2020	1	556	1,158	$120,836	$19,130	$687	$(108,110)	$116	$(7,400)	$25,259
Comprehensive income:
Net income	—	—	—	—	—	—	22,176	—	—	22,176
Other comprehensive income, net of tax effect:
Changes in net unrealized losses on available-<br><br>for-sale securities (net of taxes of $4)	—	—	—	—	—	—	—	(18)	—	(18)
Reclassification adjustment for gains (losses)<br><br>included in net income (net of taxes of $13)	—	—	—	—	—	—	—	(49)	—	(49)
Other (net of taxes of $3)	—	—	—	—	—	—	—	(11)	—	(11)
Total comprehensive income										22,098
Balance as of December 31, 2021	1	556	1,158	120,836	19,130	687	(85,934)	38	(7,400)	47,357
Comprehensive income:
Net income:	—	—	—	—	—	—	12,923	—	—	12,923
Other comprehensive income, net of tax effect:
Changes in net unrealized losses on available-<br><br>for-sale securities (net of taxes of $8)	—	—	—	—	—	—	—	(33)	—	(33)
Reclassification adjustment for gains (losses)<br><br>included in net income (net of taxes of $3)	—	—	—	—	—	—	—	13	—	13
Other (net of taxes of $4)	—	—	—	—	—	—	—	17	—	17
Total comprehensive income										12,920
Balance as of December 31, 2022	1	556	1,158	120,836	19,130	687	(73,011)	35	(7,400)	60,277
Comprehensive income:
Net income	—	—	—	—	—	—	17,408	—	—	17,408
Other comprehensive income, net of tax effect:
Changes in net unrealized losses on available-<br><br>for-sale securities (net of taxes of $1)	—	—	—	—	—	—	—	(4)	—	(4)
Reclassification adjustment for gains (losses)<br><br>included in net income (net of taxes of $0)	—	—	—	—	—	—	—	2	—	2
Other (net of taxes of $0)	—	—	—	—	—	—	—	(1)	—	(1)
Total comprehensive income										17,405
Balance as of December 31, 2023	1	556	1,158	$120,836	$19,130	$687	$(55,603)	$32	$(7,400)	$77,682

See Notes to Consolidated Financial Statements

| Financial Statements | Consolidated Statements of Changes in Equity | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-7 | | --- | --- |

FANNIE MAE

(In conservatorship)

Notes to Consolidated Financial Statements

1.  Summary of Significant Accounting Policies

Organization

Fannie Mae is a leading source of financing for residential mortgages in the United States. We are a government-

sponsored, stockholder-owned corporation, chartered by Congress to provide liquidity and stability to the U.S. housing

market and to promote access to mortgage credit. We primarily do this by buying residential mortgage loans that are

originated by lenders. We place these loans into trusts and issue guaranteed mortgage-backed securities (“MBS”) that

global investors buy from us. We do not originate mortgage loans or lend money directly to borrowers.

We have two reportable business segments: Single-Family and Multifamily. The Single-Family business operates in the

secondary mortgage market relating to loans secured by properties containing four or fewer residential dwelling units.

The Multifamily business operates in the secondary mortgage market relating primarily to loans secured by properties

containing five or more residential units. We describe the management reporting and allocation process used to

generate our segment results in “Note 11, Segment Reporting.”

We have been under conservatorship with the Federal Housing Finance Agency (“FHFA”) acting as conservator since

September 2008. See “Note 2, Conservatorship, Senior Preferred Stock Purchase Agreement and Related Matters,” for

information on our conservatorship, the senior preferred stock purchase agreement, the impact of U.S. government

support on our business, and related party relationships.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles

generally accepted in the United States of America (“GAAP”). To conform to our current-period presentation, we have

reclassified certain amounts reported in our prior period consolidated financial statements.

Use of Estimates

Preparing consolidated financial statements in accordance with GAAP requires management to make estimates and

assumptions that affect our reported amounts of assets and liabilities and disclosure of contingent assets and liabilities

as of the dates of our consolidated financial statements, as well as our reported amounts of revenues and expenses

during the reporting periods. Management has made significant estimates in a variety of areas including, but not limited

to, the allowance for loan losses. Actual results could be different from these estimates.

Principles of Consolidation

Our consolidated financial statements include our accounts as well as the accounts of the other entities in which we

have a controlling financial interest. All intercompany balances and transactions have been eliminated. The typical

condition for a controlling financial interest is ownership of a majority of the voting interests of an entity. A controlling

financial interest may also exist in an entity such as a variable interest entity (“VIE”) through arrangements that do not

involve voting interests, such as control over the servicing of the collateral held by the VIE. Fannie Mae’s controlling

interest generally arises from arrangements with VIEs.

We consolidate VIEs when we have a controlling financial interest in the VIE and are therefore considered the primary

beneficiary of the VIE. We are the primary beneficiary of a VIE when we have both the power to direct the activities of

the VIE that most significantly impact its economic performance and exposure to losses or benefits of the VIE that could

potentially be significant to the VIE. The primary beneficiary determination may change over time as our interest in the

VIE changes. Therefore, we evaluate whether we are the primary beneficiary of VIEs in which we have variable

interests at both inception and on an ongoing basis. Generally, the assets of our consolidated VIEs can be used only to

settle obligations of the VIE, and the creditors of our consolidated VIEs do not have recourse to Fannie Mae, except

when we provide a guarantee to the VIE.

The measurement of assets and liabilities of VIEs that we consolidate depends on whether we are the transferor of

assets into a VIE. When we are the transferor of assets into a VIE that we consolidate at the time of the transfer, we

continue to recognize the assets and liabilities of the VIE at the amounts that they would have been recognized if we

had not transferred the assets and no gain or loss is recognized. We are the transferor to the VIEs created during our

| Notes to Consolidated Financial Statements | Summary of Significant Accounting Policies | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-8 | | --- | --- |

portfolio securitizations; this execution occurs when we purchase loans from third-party sellers for cash and later deposit

these loans into an MBS trust. The securities issued through a portfolio securitization are then sold to investors for cash.

When we are not the transferor of assets into a VIE that we consolidate, we recognize the assets and liabilities of the

VIE in our consolidated financial statements at fair value and a gain or loss for the difference between (1) the fair value

of the consideration paid, fair value of noncontrolling interests and the reported amount of any previously held interests,

and (2) the net amount of the fair value of the assets and liabilities recognized upon consolidation. However, for the

VIEs established under our lender swap program, we do not recognize a gain or loss if the VIEs are consolidated at

formation as there is no difference in the respective fair value of (1) and (2) above. We record gains or losses that are

associated with the consolidation of VIEs as a component of “Investment gains (losses), net” in our consolidated

statements of operations and comprehensive income. A lender swap transaction occurs when a mortgage lender

delivers a pool of loans to us, which we immediately deposit into an MBS trust.

If we cease to be deemed the primary beneficiary of a VIE, we deconsolidate the VIE. We use fair value to measure the

initial cost basis for any retained interests that are recorded upon the deconsolidation of a VIE. Any difference between

the fair value and the previous carrying amount of our investment in the VIE is recorded in “Investment gains (losses),

net” in our consolidated statements of operations and comprehensive income.

Transfers of Financial Assets

We evaluate each transfer of financial assets to determine whether we have surrendered control and the transfer

qualifies as a sale. If a transfer does not meet the criteria for sale treatment, the transferred assets remain in our

consolidated balance sheets and we record a liability to the extent of any proceeds received in connection with the

transfer.

When a transfer that qualifies as a sale is completed, we derecognize all assets transferred and recognize all assets

received and liabilities incurred at fair value. The difference between the carrying basis of the assets transferred and the

fair value of the net proceeds from the sale is recorded as a component of “Investment gains (losses), net” in our

consolidated statements of operations and comprehensive income. We retain interests from the transfer and sale of

mortgage-related securities to unconsolidated single-class and multi-class portfolio securitization trusts. Retained

interests are primarily derived from transfers associated with our portfolio securitizations in the form of Fannie Mae

securities. We separately describe the subsequent accounting, as well as how we determine fair value, for our retained

interests in the “Investments in Securities” section of this note.

Cash Equivalents and Restricted Cash

Short-term investments that have a maturity at the date of acquisition of three months or less and are readily convertible

to known amounts of cash are generally considered cash equivalents. We also include securities purchased under

agreements to resell on an overnight basis in “cash and cash equivalents” in our consolidated balance sheets. We may

pledge as collateral certain short-term investments classified as cash equivalents.

“Restricted cash and cash equivalents” in our consolidated balance sheets primarily represents cash held in accounts

that are for the benefit of MBS certificateholders (inclusive of amounts that have been advanced by us under the terms

of our guaranty) that will be distributed to the MBS certificateholders on a future date in accordance with the terms of the

MBS trust agreements. Fannie Mae, in its role as trustee, invests funds held by consolidated trusts directly in eligible

short-term third-party investments, which may include investments in cash equivalents that are composed of overnight

repurchase agreements and U.S. Treasuries that have a maturity at the date of acquisition of three months or less. The

funds underlying these short-term investments are restricted per the MBS trust agreements. Cash may also be

recognized as restricted cash for certain collateral arrangements for which we do not have the right to use the cash.

Securities Purchased Under Agreements to Resell

We enter into repurchase agreements that involve contemporaneous trades to purchase and sell securities. As the

transferor has not relinquished control over the securities, these transactions are accounted for as secured financings

and reported as securities purchased under agreements to resell in our consolidated balance sheets except for

securities purchased under agreements to resell on an overnight basis, which are included in cash and cash equivalents

in our consolidated balance sheets. We present cash flows from securities purchased under agreements to resell as

investing activities in our consolidated statements of cash flows.

These repurchase agreements may allow us to repledge all, or a portion, of the transferred collateral, and we may

repledge such collateral periodically, although it is not typically our practice to repledge collateral that has been

transferred to us.

| Notes to Consolidated Financial Statements | Summary of Significant Accounting Policies | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-9 | | --- | --- |

Investments in Securities

Securities Classified as Trading or Available-for-Sale

We classify and account for our investments in securities as either trading or available-for-sale (“AFS”). We measure

trading securities at fair value in our consolidated balance sheets with unrealized and realized gains and losses included

as a component of “Fair value gains (losses), net” in our consolidated statements of operations and comprehensive

income. We include interest on investments in securities in our consolidated statements of operations and

comprehensive income. Interest income includes the amortization of cost basis adjustments, including premiums and

discounts, recognized as a yield adjustment using the interest method over the contractual term of the security. We

measure AFS securities at fair value in our consolidated balance sheets, with unrealized gains and losses, net of

income taxes, recorded in “Accumulated other comprehensive income,” and changes in expected credit losses recorded

in “Benefit (provision) for credit losses.” We recognize realized gains and losses on AFS securities when securities are

sold. We calculate the gains and losses on AFS securities using the specific identification method and record them in

“Investment gains (losses), net” in our consolidated statements of operations and comprehensive income. As of

December 31, 2023 and 2022, we did not have any investments in securities classified as held-to-maturity.

When we own Fannie Mae MBS issued by unconsolidated trusts, the asset is recorded in “Investments in securities, at

fair value” in our consolidated balance sheets. We determine the fair value of Fannie Mae MBS based on observable

market prices because most Fannie Mae MBS are actively traded. For any subsequent purchase or sale of Fannie Mae

MBS issued by unconsolidated trusts, we continue to account for any outstanding recorded amounts associated with the

guaranty transaction on the same basis of accounting. We do not derecognize any components of the guaranty assets,

guaranty obligations, or any other outstanding recorded amounts associated with the guaranty transaction for the

Fannie Mae MBS because our contractual obligation to the MBS trust remains in force until the trust is liquidated.

Impairment of Available-for-Sale Debt Securities

An AFS debt security is impaired if the fair value of the investment is less than its amortized cost basis. In these

circumstances, we separate the excess of the amortized cost basis of the debt security over its fair value into the

amount representing the credit loss, which we recognize as an allowance for credit losses with the corresponding

amount recorded in “Benefit (provision) for credit losses” in our consolidated statements of operations and

comprehensive income, and the amount related to all other factors, which we recognize in “Other comprehensive loss,”

net of taxes, in our consolidated statements of operations and comprehensive income. Credit losses are evaluated on

an individual security basis and are limited to the excess of the amortized cost basis over the fair value of the debt

security. If we intend to sell a debt security or it is more likely than not that we will be required to sell the debt security

before recovery, any allowance for credit losses on the debt security is reversed and the amortized cost basis of the

debt security is written down to its fair value through “Investment gains (losses), net.”

Mortgage Loans

Loans Held for Sale

When we acquire mortgage loans that we intend to sell or securitize via trusts that will not be consolidated, we classify

the loans as held for sale (“HFS”). We report the carrying value of HFS loans at the lower of cost or fair value. Any

excess of an HFS loan’s cost over its fair value is recognized as a valuation allowance with the corresponding amount

and subsequent changes in the valuation allowance recognized as “Investment gains (losses), net” in our consolidated

statements of operations and comprehensive income. We recognize interest income on HFS loans on an accrual basis

unless we determine that the ultimate collection of contractual principal or interest payments in full is not reasonably

assured. Purchased premiums and discounts on HFS loans are deferred upon loan acquisition, included in the cost

basis of the loan, and not amortized. We determine any lower of cost or fair value adjustment on HFS loans at an

individual loan level.

In the presentation of our consolidated statements of cash flows, we present cash flows from loans classified as HFS at

acquisition as operating activities. If a loan is initially classified as HFI and it is transferred to HFS, the principal cash

flows and sales proceeds from such loans continue to be presented as investing activities in the consolidated statement

of cash flows.

Our accounting for transfers to HFS differs based upon the loan’s classification as either nonperforming or performing.

Nonperforming loans include both seriously delinquent and reperforming loans. For both single-family and multifamily

loans, reperforming loans are loans that were previously delinquent but are performing again because payments on the

loan have become current with or without the use of a loan modification plan. Single-family seriously delinquent loans

are loans that are 90 days or more past due or in the foreclosure process. Multifamily seriously delinquent loans are

loans that are 60 days or more past due. All other loans are considered performing.

| Notes to Consolidated Financial Statements | Summary of Significant Accounting Policies | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-10 | | --- | --- |

For nonperforming loans transferred from held for investment (“HFI”) to HFS, based upon a change in our intent, we

record the loans at the lower of cost or fair value on the date of transfer. When the fair value of the nonperforming loan

is less than its amortized cost, we record a write-off against the allowance for loan losses in an amount equal to the

excess of the amortized cost basis over the fair value of the loan. Any difference between the amount written off upon

transfer and the recorded valuation allowance related to the transferred loan is recognized in “Benefit (provision) for

credit losses” in our consolidated statements of operations and comprehensive income.

For performing loans transferred from HFI to HFS, based upon a change in our intent, the allowance for loan losses

previously recorded on the HFI mortgage loan is reversed through “Benefit (provision) for credit losses” at the time of

transfer. The loan is transferred to HFS at its amortized cost basis and a valuation allowance is established to the extent

that the amortized cost basis of the loan exceeds its fair value. The initial recognition of the valuation allowance and any

subsequent changes are recorded as a gain or loss in “Investment gains (losses), net.”

Upon reclassification from HFS to HFI, we reverse the valuation allowance on the loan, if any, and establish an

allowance for loan losses as needed.

Loans Held for Investment

When we acquire loans that we have the ability and the intent to hold for the foreseeable future or until maturity, we

classify the loans as HFI. When we consolidate a securitization trust, we recognize the loans underlying the trust in our

consolidated balance sheets. The trusts do not have the ability to sell loans and the use of such loans is limited

exclusively to the settlement of obligations of the trusts. Therefore, loans acquired when we have the intent to securitize

via consolidated trusts are generally classified as HFI in our consolidated balance sheets both prior to and subsequent

to their securitization.

In the presentation of our consolidated statements of cash flows, we present principal cash flows from loans classified

as HFI as investing activities and interest cash flows as operating activities.

We report the carrying value of HFI loans at the unpaid principal balance, net of unamortized premiums and discounts,

other cost basis adjustments, and allowance for loan losses. We define the amortized cost of HFI loans as unpaid

principal balance and accrued interest receivable, net, including any unamortized premiums, discounts, and other cost

basis adjustments. We present accrued interest receivable separately from the amortized cost of our HFI loans in our

consolidated balance sheets. We recognize interest income on HFI loans on an accrual basis using the effective yield

method over the contractual life of the loan, including the amortization of any deferred cost basis adjustments, such as

the premium or discount at acquisition, unless we determine that the ultimate collection of contractual principal or

interest payments in full is not reasonably assured.

Nonaccrual Loans

We recognize interest income on an accrual basis except when we believe the collection of principal and interest is not

reasonably assured. This generally occurs when a single-family loan is three or more months past due and a multifamily

loan is two or more months past due according to its contractual terms. A loan is reported as past due if a full payment

of principal and interest is not received within one month of its due date. When a loan is placed on nonaccrual status

based on delinquency status, interest previously accrued but not collected on the loan is reversed through interest

income.

Cost basis adjustments on HFI loans are amortized into interest income over the contractual life of the loan using the

effective interest method. Cost basis adjustments on the loan are not amortized into income while a loan is on

nonaccrual status. We have elected not to measure an allowance for credit losses on accrued interest receivable

balances as we have a nonaccrual policy to ensure the timely reversal of unpaid accrued interest.

For single-family loans, we recognize any contractual interest payments received on the loan while on nonaccrual status

as interest income on a cash basis. For multifamily loans, we account for interest income on a cost recovery basis and

we apply any payment received while on nonaccrual status to reduce the amortized cost of the loan. Thus, we do not

recognize any interest income on a multifamily loan placed on nonaccrual status until the amortized cost of the loan has

been reduced to zero.

A nonaccrual loan is returned to accrual status when the full collection of principal and interest is reasonably assured.

We generally determine that the full collection of principal and interest is reasonably assured when the loan returns to

current payment status. If a loan is restructured for a borrower experiencing financial difficulty, we require a performance

period of up to 6 months before we return the loan to accrual status. Upon a loan’s return to accrual status, we resume

the recognition of interest income on an accrual basis and the amortization of cost basis adjustments, if any, into interest

income. If interest is capitalized pursuant to a restructuring, any capitalized interest that had not been previously

recognized as interest income or that had been reversed through interest income when the loan was placed on

| Notes to Consolidated Financial Statements | Summary of Significant Accounting Policies | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-11 | | --- | --- |

nonaccrual status is recorded as a discount to the loan and amortized into interest income over the remaining

contractual life of the loan.

For single-family loans negatively impacted by the COVID-19 pandemic that were three or more months past due as of

December 31, 2022, we continued to recognize interest income for up to six months of delinquency provided that the

loan was either current as of March 1, 2020, or originated after March 1, 2020. We continued to accrue interest income

beyond six months of delinquency provided that the full collection of principal and interest continued to be reasonably

assured. For multifamily loans that were in a COVID-19 forbearance arrangement on December 31, 2022, we continued

to recognize interest income for up to six months of delinquency and then placed the loans on nonaccrual status when

the borrower was six months past due.

For loans that were subject to the COVID-19-related nonaccrual policy, we established a valuation allowance for

expected credit losses on the accrued interest receivable balance applying the process that we have established for

both single-family and multifamily loans. The credit expense related to this valuation allowance was recorded in “Benefit

(provision) for credit losses” in our consolidated statements of operations and comprehensive income. Accrued interest

receivable was written off when the amount was deemed to be uncollectible. Loans that were in active forbearance

arrangements were not evaluated for write-off.

To the extent that loans that were subject to the COVID-19-related nonaccrual policy were restructured, the accrued

interest that was previously recognized was capitalized into the principal balance of the loan.

Allowance for Loan Losses

Our allowance for loan losses is a valuation account that is deducted from the amortized cost basis of HFI loans to

present the net amount expected to be collected on the loans. The allowance for loan losses reflects an estimate of

expected credit losses on single-family and multifamily HFI loans held by Fannie Mae and by consolidated MBS trusts.

Estimates of credit losses are based on expected cash flows derived from internal models that estimate loan

performance under simulated ranges of economic environments. Our modeled loan performance is based on our

historical experience of loans with similar risk characteristics, adjusted to reflect current conditions and reasonable and

supportable forecasts. Our historical loss experience and our credit loss estimates capture the possibility of remote

events that could result in credit losses on loans that are considered low risk. The allowance for loan losses does not

consider benefits from freestanding credit enhancements, such as our Connecticut Avenue Securities® (“CAS”) and

Credit Insurance Risk Transfer™ (“CIRT™”) programs and multifamily Delegated Underwriting and Servicing (“DUS®”)

lender risk-sharing arrangements, which are recorded in “Other assets” in our consolidated balance sheets.

Changes to our estimate of expected credit losses, including changes due to the passage of time, are recorded through

the “Benefit (provision) for credit losses” in our consolidated statements of operations and comprehensive income.

When calculating our allowance for loan losses, we consider only our amortized cost in the loans at the balance sheet

date. We record write-offs as a reduction to the allowance for loan losses when amounts are deemed uncollectible.

When losses are confirmed through the receipt of assets in satisfaction of a loan, such as the underlying collateral upon

foreclosure or cash upon completion of a short sale, we record a write-off in an amount equal to the excess of a loan’s

amortized cost over fair value of assets received. We include expected recoveries of amounts previously written off and

expected to be written off in determining our allowance for loan losses.

We present foreclosed property in “Other assets” in our consolidated balance sheets. We held $1.8 billion and $1.6

billion of acquired property, net as of December 31, 2023 and December 31, 2022, respectively.

Single-Family Loans

We estimate the amount expected to be collected on our single-family loans using a discounted cash flow approach.

Our allowance for loan losses is calculated as the difference between the amortized cost basis of the loan and the

present value of expected cash flows on the loan. Expected cash flows include payments from the borrower, net of fees

retained by a third-party for servicing, contractually attached credit enhancements and proceeds from the sale of the

underlying collateral, net of selling costs.

When foreclosure of a single-family loan is probable, the allowance for loan losses is calculated as the difference

between the amortized cost basis of the loan and the fair value of the collateral as of the reporting date, adjusted for the

estimated costs to sell the property and the amount of expected recoveries from contractually attached credit

enhancements or other proceeds we expect to receive.

Expected cash flows are developed using internal models that capture market and loan characteristic inputs. Market

inputs include information such as actual and forecasted home prices, interest rates, volatility and spreads, while loan

characteristic inputs include information such as mark-to-market loan-to-value (“LTV”) ratios, delinquency status,

geography and borrower FICO credit scores. The model assigns a probability to borrower events including contractual

| Notes to Consolidated Financial Statements | Summary of Significant Accounting Policies | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-12 | | --- | --- |

payment, loan payoff and default under various economic environments based on historical data, current conditions and

reasonable and supportable forecasts.

The two primary drivers of our forecasted economic environments are interest rates and home prices. Our model

projects the range of possible interest rate scenarios over the life of the loan based on actual interest rates and

observed option pricing volatility in the capital markets. For single-family home prices, we develop regional forecasts

based on Metropolitan Statistical Area data using a multi-path simulation that captures home price projections over a

five-year period, the period for which we can develop reasonable and supportable forecasts. After the five-year period,

the home price forecast reverts to a historical long-term growth rate.

Expected cash flows on the loan are discounted at the effective interest rate on the loan, adjusted for expected

prepayments. We update the discount rate of the loan each reporting period to reflect changes in expected

prepayments.

We may modify loans to borrowers experiencing financial difficulty as part of our loss mitigation activities. We consider

the effects of both actual and estimated restructurings in our estimate of expected credit losses.

Multifamily Loans

Our allowance for loan losses on multifamily loans is calculated based on estimated probabilities of default and loss

severities to derive expected loss ratios, which are then applied to the amortized cost basis of the loans. Our

probabilities of default and severity are estimated using internal models based on historical loss experience of loans

with similar risk characteristics that affect credit performance, such as debt service coverage ratio (“DSCR”), mark-to-

market LTV ratio, collateral type, age, loan size, geography, prepayment penalty term and note type. Our models

simulate a range of possible future economic scenarios, which are used to estimate probabilities of default and loss

severities. Key inputs to our models include rental income, which drives expected DSCRs for our loans, and property

values. Our reasonable and supportable forecasts for multifamily rental income and property values, which are

projected based on Metropolitan Statistical Area data, extend through the contractual maturity of the loans.

When foreclosure of a multifamily loan is probable, the allowance for loan losses is calculated as the difference between

the amortized cost basis of the loan and the fair value of the collateral as of the reporting date, adjusted for the

estimated costs to sell the property.

Restructured Loans

Effective January 1, 2022, we adopted Accounting Standards Update (“ASU”) 2022-02, Financial Instruments – Credit

Losses (Topic 326), using the prospective transition method. ASU 2022-02 eliminates the recognition and measurement

of troubled debt restructurings (“TDRs”) and enhances the disclosures for loan restructurings for borrowers experiencing

financial difficulty. Pursuant to this guidance, when a single-family loan is restructured, we continue to measure

impairment on the loan using a discounted cash flow approach that utilizes a prepayment-adjusted discount rate that is

based on the loan’s restructured terms. Using a post-restructuring interest rate does not result in the recognition of an

economic concession in the allowance for loan losses. Additionally, loan modifications to single-family and multifamily

borrowers are evaluated to determine whether they result in a new loan or a continuation of an existing loan.

Modifications made by Fannie Mae for borrowers experiencing financial difficulty are generally accounted for as a

continuation of the existing loan as the terms of the restructured loans are typically not at market rates.

Prior to our adoption of this guidance, most of our restructurings were accounted for as TDRs. Under the TDR

accounting model, we used the discount rate that was in effect prior to the restructuring to measure impairment on each

loan, which resulted in the recognition, in the allowance for loan losses, of the economic concession that we granted to

borrowers as part of the loan restructuring.

As we have elected a prospective transition for the TDR-elimination guidance effective January 1, 2022, the economic

concession on a single-family loan that was previously restructured and accounted for as a TDR will continue to be

measured in our allowance for loan losses using the discount rate that was in effect prior to the restructuring and the

economic concession may increase or decrease as we update our cash flow assumptions related to the loan’s expected

life. Further, the component of the allowance for loan losses representing economic concessions will decrease as the

borrower makes payments in accordance with the restructured terms of the loan and as the loan is sold, liquidated, or

subsequently restructured.

In general, the effect of our current accounting for loan modifications is consistent with the accounting that we applied

under section 4013 of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) to modifications of

loans not previously restructured in a TDR. The CARES Act provided temporary relief from the accounting and reporting

requirements for TDRs regarding certain loan modifications related to COVID-19 beginning March 2020 through

December 31, 2021.

| Notes to Consolidated Financial Statements | Summary of Significant Accounting Policies | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-13 | | --- | --- |

Advances to Lenders

Advances to lenders represent our payments of cash in exchange for the receipt of loans from lenders in a transfer that

is accounted for as a secured lending arrangement. These transfers primarily occur when we provide early funding to

lenders for loans that they will subsequently either sell to us or securitize into a Fannie Mae MBS that they will deliver to

us. We individually negotiate early lender funding advances with our lenders. Early lender funding advances have terms

up to 60 days and earn a short-term market rate of interest.

We report cash outflows from advances to lenders as an investing activity in our consolidated statements of cash flows.

Settlements of the advances to lenders, other than through lender repurchases of loans, are not collected in cash, but

rather in the receipt of either loans or Fannie Mae MBS. Accordingly, this activity is reflected as a non-cash transfer in

our consolidated statements of cash flows in the line item entitled “Transfers from advances to lenders to loans held for

investment of consolidated trusts.”

Income Taxes

We recognize deferred tax assets and liabilities based on the differences in the book and tax bases of assets and

liabilities. We measure deferred tax assets and liabilities using enacted tax rates that are applicable to the periods that

the differences are expected to reverse. We adjust deferred tax assets and liabilities for the effects of changes in tax

laws and rates in the period of enactment. We recognize investment and other tax credits through our effective tax rate

calculation assuming that we will be able to realize the full benefit of the credits. We invest in Low-Income Housing Tax

Credit (“LIHTC”) projects and elect the proportional amortization method for the associated tax credits. We amortize the

cost of a LIHTC investment each reporting period in proportion to the tax credits and other tax benefits received. We

recognize the resulting amortization as a component of the “Provision for federal income taxes” in our consolidated

statements of operations and comprehensive income.

We present deferred taxes net in our consolidated balance sheets. We reduce our deferred tax assets by an allowance

if, based on the weight of available positive and negative evidence, it is more likely than not (a probability of greater than

50%) that we will not realize some portion, or all, of the deferred tax asset.

We account for uncertain tax positions using a two-step approach whereby we recognize an income tax benefit if, based

on the technical merits of a tax position, it is more likely than not that the tax position would be sustained upon

examination by the taxing authority, which includes all related appeals and litigation. We then measure the recognized

tax benefit based on the largest amount of tax benefit that is greater than 50% likely to be realized upon settlement with

the taxing authority, considering all information available at the reporting date. We recognize interest expense and

penalties on unrecognized tax benefits as “Other expenses, net” in our consolidated statements of operations and

comprehensive income.

Derivative Instruments

We recognize derivatives in a gain position in “Other assets” and derivatives in a loss position in “Other liabilities” in our

consolidated balance sheets at their fair value on a trade date basis. Changes in fair value and interest accruals on

derivatives not in qualifying fair value hedging relationships are recorded as “Fair value gains, net” in our consolidated

statements of operations and comprehensive income. We offset the carrying amounts of certain derivatives that are in

gain positions and loss positions as well as cash collateral receivables and payables associated with derivative

positions pursuant to the terms of enforceable master netting arrangements. We offset these amounts only when we

have the legal right to offset under the contract and we have met all the offsetting conditions. For our over-the-counter

(“OTC”) derivative positions, our master netting arrangements allow us to net derivative assets and liabilities with the

same counterparty. For our cleared derivative contracts, our master netting arrangements allow us to net our exposure

by clearing organization and by clearing member.

In the presentation of our consolidated statements of cash flows, we present cash flows from derivatives that do not

contain financing elements as operating activities.

We evaluate financial instruments that we purchase or issue and other financial and non-financial contracts for

embedded derivatives. To identify embedded derivatives that we must account for separately, we determine whether: (1)

the economic characteristics of the embedded derivative are not clearly and closely related to the economic

characteristics of the financial instrument or other contract (i.e., the host contract); (2) the financial instrument or other

contract itself is not already measured at fair value with changes in fair value included in earnings; and (3) a separate

instrument with the same terms as the embedded derivative would meet the definition of a derivative. If the embedded

derivative meets all three of these conditions, we elect to carry the hybrid contract in its entirety at fair value with

changes in fair value recorded in earnings.

| Notes to Consolidated Financial Statements | Summary of Significant Accounting Policies | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-14 | | --- | --- |

Fair Value Hedge Accounting

To reduce earnings volatility related to changes in benchmark interest rates, we apply fair value hedge accounting to

certain pools of single-family loans and certain issuances of our funding debt by designating such instruments as the

hedged item in hedging relationships with interest-rate swaps. In these relationships, we have designated the change in

the benchmark interest rate, the Secured Overnight Financing Rate (“SOFR”), as the risk being hedged. We have

elected to use the portfolio layer method to hedge certain pools of single-family loans. This election involves

establishing fair value hedging relationships on the portion of each loan pool that is not expected to be affected by

prepayments, defaults and other events that affect the timing and amount of cash flows. The term of each hedging

relationship is generally one business day and we establish hedging relationships each business day to align our hedge

accounting with our risk management practices.

We apply hedge accounting to qualifying hedging relationships. A qualifying hedging relationship exists when changes

in the fair value of a derivative hedging instrument are expected to be highly effective in offsetting changes in the fair

value of the hedged item attributable to the risk being hedged during the term of the hedging relationship. We assess

hedge effectiveness using statistical regression analysis. A hedging relationship is considered highly effective if the total

change in fair value of the hedging instrument and the change in the fair value of the hedged item due to changes in the

benchmark interest rate offset each other within a range of 80% to 125% and certain other statistical tests are met.

If a hedging relationship qualifies for hedge accounting, the change in the fair value of the interest-rate swap and the

change in the fair value of the hedged item for the risk being hedged are recorded through net interest income. A

corresponding basis adjustment is recorded against the hedged item, either the pool of loans or the debt, for the

changes in the fair value attributable to the risk being hedged. For hedging relationships that hedge pools of single-

family loans, basis adjustments are allocated to individual single-family loans based on the relative unpaid principal

balance of each loan at the termination of the hedging relationship. The cumulative basis adjustments on the hedged

item are amortized into earnings using the effective interest method over the contractual life of the hedged item, with

amortization beginning upon termination of the hedging relationship.

All changes in fair value of the designated portion of the derivative hedging instrument (i.e., interest-rate swap),

including interest accruals, are recorded in the same line item in the consolidated statements of operations and

comprehensive income used to record the earnings effect of the hedged item. Therefore, changes in the fair value of the

hedged loans and debt attributable to the risk being hedged are recognized in “Interest income” or “Interest expense,”

respectively, along with the changes in the fair value of the respective derivative hedging instruments.

The recognition of basis adjustments on the hedged item and the subsequent amortization are noncash activities and

are removed from net income to derive the “Net cash provided by operating activities” in our consolidated statements of

cash flows. Cash paid or received on designated derivative instruments during a hedging relationship is reported as

“Net cash provided by operating activities” in the consolidated statements of cash flows.

Commitments to Purchase and Sell Loans and Securities

We enter into commitments to purchase and sell mortgage-backed securities and to purchase single-family and

multifamily loans. Certain of these commitments to purchase or sell mortgage-backed securities and to purchase single-

family loans are accounted for as derivatives, while other commitments are not within the scope of the derivative

accounting criteria or do not meet the definition of a derivative.

Our commitments for the purchase and sale of regular way securities trades are exempt from derivative accounting and

are recorded on their trade date.

When derivative purchase commitments settle, we include the fair value on the settlement date in the cost basis of the

loan or unconsolidated security we purchase. When derivative commitments to sell securities settle, we include the fair

value of the commitment on the settlement date in the cost basis of the security we sell. Purchases and sales of

securities issued by our consolidated single-class securitization trusts and certain resecuritization trusts where the

security that has been issued by the trust is substantially the same as the underlying collateral are treated as

extinguishments or issuances of the underlying MBS debt, respectively. For commitments to purchase and sell

securities issued by these trusts, we recognize the fair value of the commitment on the settlement date as a component

of debt extinguishment gains and losses or in the cost basis of the debt issued, respectively.

Collateral

We enter into various transactions where we pledge and accept collateral, the most common of which are our derivative

transactions. Required collateral levels vary depending on the credit rating and type of counterparty. We also pledge

and receive collateral under our repurchase and reverse repurchase agreements. In order to reduce potential exposure

to counterparties for securities purchased under agreements to resell, a third-party custodian typically maintains the

| Notes to Consolidated Financial Statements | Summary of Significant Accounting Policies | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-15 | | --- | --- |

collateral and any margin. We monitor the fair value of the collateral received from our counterparties, and we may

require additional collateral from those counterparties, as we deem appropriate.

Cash Collateral

We record cash collateral accepted from a counterparty that we have the right to use as “Cash and cash equivalents”

and cash collateral accepted from a counterparty that we do not have the right to use as “Restricted cash and cash

equivalents” in our consolidated balance sheets. We net our obligation to return cash collateral pledged to us against

the fair value of derivatives in a gain position recorded in “Other assets” in our consolidated balance sheets when the

offsetting requirements have been met as part of our counterparty netting calculation.

For derivative positions with the same counterparty under master netting arrangements where we pledge cash

collateral, we remove it from “Cash and cash equivalents” and net the right to receive it against the fair value of

derivatives in a loss position recorded in “Other liabilities” in our consolidated balance sheets as a part of our

counterparty netting calculation.

Non-Cash Collateral

We classify securities pledged to counterparties as “Investments in securities, at fair value” or “Cash and cash

equivalents” in our consolidated balance sheets. Securities that we own that are pledged to counterparties may include

securities issued by consolidated VIEs. The pledged collateral is classified as “Mortgage loans” when the trust that

issued the security has been consolidated to align with the classification of the underlying asset.

Debt

Our consolidated balance sheets contain debt of Fannie Mae as well as debt of consolidated trusts. We report debt

issued by us as “Debt of Fannie Mae” and by consolidated trusts as “Debt of consolidated trusts.” Debt issued by us

represents debt that we issue to third parties to fund our general business activities and certain credit risk-sharing

securities. The debt of consolidated trusts represents the amount of Fannie Mae MBS issued from such trusts that is

held by third-party certificateholders and prepayable without penalty at any time. We report deferred items, including

premiums, discounts and other cost basis adjustments, as adjustments to the related debt balances in our consolidated

balance sheets. Our liability to third-party holders of Fannie Mae MBS that arises as the result of a consolidation of a

securitization trust is collateralized by the underlying loans and/or mortgage-related securities.

We classify interest expense as either short-term or long-term based on the contractual maturity of the related debt. We

recognize the amortization of premiums, discounts and other cost basis adjustments through interest expense using the

effective interest method over the contractual term of the debt. Amortization of premiums, discounts and other cost basis

adjustments begins at the time of debt issuance.

We purchase and sell guaranteed MBS that have been issued through lender swap and portfolio securitization

transactions. When we purchase or sell a Fannie Mae MBS issued from a consolidated single-class securitization trust

and certain resecuritization trusts where the security that has been issued by the trust is substantially the same as the

underlying collateral, we extinguish or issue, respectively, the related debt of the consolidated trust to reflect the debt

that is owed to a third-party. For the extinguishment of debt, we record debt extinguishment gains or losses related to

debt of consolidated trusts for any difference between the purchase price of the MBS and the carrying value of the

related consolidated MBS debt reported in our consolidated balance sheets (including unamortized premiums, discounts

and other cost basis adjustments) at the time of purchase as a component of “Other expenses, net” in our consolidated

statements of operations and comprehensive income. When we issue consolidated debt, the debt is recorded at its fair

value with any premiums or discounts amortized over the securities’ contractual life.

New Accounting Guidance

Fair Value Hedging - Portfolio Layer Method

On March 28, 2022, the Financial Accounting Standards Board (“FASB”) issued ASU 2022-01, Fair Value Hedging –

Portfolio Layer Method, which clarifies the guidance on fair value hedge accounting of interest rate risk portfolios of

financial assets. The ASU expands the scope of the last-of-layer method to allow entities to apply this method, renamed

the portfolio layer method, to non-prepayable financial assets and to designate multiple hedge relationships within a

single closed portfolio of financial assets. Additionally, the ASU clarifies that basis adjustments related to existing

portfolio layer hedge relationships should not be considered when measuring credit losses on the financial assets

included in the closed portfolio. Further, the ASU clarifies that any reversal of fair value hedge basis adjustments

associated with an actual breach should be recognized in interest income immediately. We adopted this guidance on

January 1, 2023 and the adoption did not have a material impact on our financial statements.

| Notes to Consolidated Financial Statements | Summary of Significant Accounting Policies | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-16 | | --- | --- |

Investments – Equity Method and Joint Ventures

On March 29, 2023, the FASB issued ASU 2023-02, Investments - Equity Method and Joint Ventures (Topic 323),

Accounting for Investment in Tax Credit Structures Using the Proportional Amortization Method. The ASU expands the

scope of the proportional amortization method that is currently restricted to investments in LIHTC structures by allowing

an entity to elect this method on a program-by-program basis to other qualifying tax equity investments. We adopted

this guidance on January 1, 2024 and the adoption did not have a material impact on our financial statements.

Segment Reporting

On November 27, 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable

Segment Disclosures. The ASU enhances disclosure of an entity’s reportable segments by requiring additional

information about significant segment expenses, interim disclosures of certain segment information that previously were

only required on an annual basis and other detailed segment-related disclosures. The ASU applies to all public entities

that are required to report segment information and is effective starting in annual periods beginning after December 15,

2023. The ASU is required to be adopted retrospectively to all prior periods presented in the financial statements. We

are currently evaluating the impact of this guidance on our consolidated financial statements.

Income Taxes

On December 14, 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax

Disclosures, which enhances the required disclosures primarily related to the income tax rate reconciliation and income

taxes paid. The ASU requires an entity’s income tax rate reconciliation to provide additional information for reconciling

items meeting a quantitative threshold, and to disclose certain selected categories within the income tax rate

reconciliation. The ASU also requires entities to disclose the amount of income taxes paid, disaggregated by federal,

state and foreign taxes. The ASU is effective for annual periods beginning after December 15, 2024, though early

adoption is permitted. We are currently evaluating the impact of this guidance on our consolidated financial statements.

2.  Conservatorship, Senior Preferred Stock Purchase

Agreement and Related Matters

Conservatorship

In September 2008, FHFA was appointed as our conservator pursuant to authority provided by the Federal Housing

Enterprises Financial Safety and Soundness Act of 1992, as amended (the “GSE Act”). Conservatorship is a statutory

process designed to preserve and conserve our assets and property and put the company in a sound and solvent

condition. Our conservatorship has no specified termination date.

FHFA, as conservator, succeeded to:

•all rights, titles, powers and privileges of Fannie Mae, and of any stockholder, officer or director of Fannie Mae

with respect to Fannie Mae and its assets; and

•title to the books, records and assets of any other legal custodian of Fannie Mae.

As conservator, FHFA has the authority to exercise broad powers over the company, including:

•directing us to enter into contracts or entering into contracts on our behalf; and

•transferring or selling our assets or liabilities.

FHFA has broad latitude over our business while we are in conservatorship, including authority to rehabilitate us in a

way that, while not in Fannie Mae’s best interests, is beneficial to FHFA and, by extension, the public it serves.

The GSE Act provides special protections for mortgage loans and mortgage-related assets we hold in trust. Specifically,

mortgage loans and mortgage-related assets that have been transferred to a Fannie Mae MBS trust must be held by the

conservator for the beneficial owners of such MBS and cannot be used to satisfy the company’s general creditors.

While we are operating in conservatorship, our directors:

•serve on behalf of the conservator;

•exercise their authority as directed by and with the approval (where required) of the conservator;

•owe their fiduciary duties of care and loyalty solely to the conservator, and not to either the company or the

stockholders; and

•are appointed by the conservator and not elected by stockholders.

| Notes to Consolidated Financial Statements | Summary of Significant Accounting Policies | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-17 | | --- | --- |

FHFA, as conservator, has issued an order authorizing our Board of Directors to exercise specified functions and

authorities, and instructions regarding matters for which conservator decision or notification is required. The conservator

retains the authority to amend or withdraw its order and instructions at any time.

The conservator has suspended stockholder meetings since conservatorship, and our common stockholders are not

empowered to vote on directors or any other matters. The conservator also eliminated dividends on our common and

preferred stock (other than dividends on the senior preferred stock issued to the U.S. Department of Treasury described

below) during the conservatorship.

Receivership

Under the GSE Act, the Director of FHFA must place us into receivership if they determine that our assets are less than

our obligations (that is, we have a net worth deficit) or if we have not been paying our debts as they become due, in

either case, for a period of 60 days. FHFA has clarified that the 60-day measurement period will commence no earlier

than the SEC filing deadline for our Form 10-K or Form 10-Q for the relevant period. In addition, the Director of FHFA

may place us into receivership at the Director’s discretion at any time for other reasons set forth in the GSE Act,

including if we are critically undercapitalized or if we are undercapitalized and have no reasonable prospect of becoming

adequately capitalized. Should we be placed into receivership, different assumptions would be required to determine the

carrying value of our assets, which would likely lead to substantially different financial results. We are not aware of any

plans of FHFA: (1) to fundamentally change our business model, or (2) to reduce the aggregate amount available to or

held by the company under our equity structure, which includes the senior preferred stock purchase agreement.

Senior Preferred Stock Purchase Agreement

Overview

FHFA, as conservator, entered into a senior preferred stock purchase agreement with the U.S. Department of the

Treasury (“Treasury”) on our behalf in September 2008. In connection with that agreement, we issued Treasury

one million shares of Variable Liquidation Preference Senior Preferred Stock, Series 2008-2, which we refer to as the

“senior preferred stock,” and a warrant to purchase shares equal to 79.9% of our common stock, on a fully diluted basis,

for a nominal price of $0.00001. We have assigned a value of $4.5 billion to Treasury’s commitment, which was

recorded as a reduction to additional paid-in-capital at the time of the issuance and was partially offset by the aggregate

fair value of the warrant of $3.5 billion. We received no cash consideration for issuing either the senior preferred stock

or the warrant. The senior preferred stock purchase agreement and the terms of the senior preferred stock have been

amended multiple times since 2008 by FHFA (acting on our behalf) and Treasury. These amendments have been

accounted for as modifications of the senior preferred stock purchase agreement. As a result, these amendments did

not trigger a change in the carrying value of the senior preferred stock.

The senior preferred stock purchase agreement and accompanying stock certificate include key provisions that impact

us, including those described in the table below. For a discussion of the terms of the senior preferred stock related to

dividends, liquidation preference, and limits on redemptions and paydowns, see “Note 12, Equity.”

Treasury Funding<br><br>Commitment	•On a quarterly basis, we may draw funds from Treasury to cover the amount that our total<br><br>liabilities exceed our total assets for the applicable fiscal quarter (referred to as the<br><br>“deficiency amount”), up to the amount of remaining funding commitment under the<br><br>agreement.<br><br>•As of the date of this filing:<br><br>◦$119.8 billion has been paid to us by Treasury under this funding commitment; and<br><br>◦$113.9 billion of funding commitment from Treasury remains; this amount would be<br><br>reduced by any future payments by Treasury under the commitment.
Termination<br><br>Provisions for<br><br>Funding<br><br>Commitment	•Treasury’s funding commitment has no specified end date, but will terminate upon:<br><br>◦our liquidation and the fulfillment of Treasury’s obligations under its funding commitment;<br><br>◦the payment in full of, or reasonable provision for, our liabilities (whether or not contingent,<br><br>including guaranty obligations); or<br><br>◦Treasury funding the maximum amount under the agreement.<br><br>•Treasury also may terminate its funding commitment and void the agreement if a court<br><br>vacates, modifies, amends, conditions, enjoins, stays or otherwise affects the appointment<br><br>of the conservator or curtails the conservator’s powers.
Notes to Consolidated Financial Statements	Conservatorship, Senior Preferred Stock Purchase Agreement and<br><br>Related Matters
---		Fannie Mae (In conservatorship) 2023 Form 10-K	F-18
---	---
Rights of Debt<br><br>and MBS Holders	•Holders of our debt securities or our guaranteed MBS may file a claim in the United States<br><br>Court of Federal Claims for relief if we default on our payment obligations on those<br><br>securities and:<br><br>◦we and the conservator fail to exercise all rights under the agreement to draw on<br><br>Treasury’s funding commitment, or<br><br>◦Treasury fails to perform its obligations under its funding commitment and we and/or the<br><br>conservator are not diligently pursuing remedies for Treasury’s failure.<br><br>•Holders may seek to require Treasury to fund us up to:<br><br>◦the amount necessary to cure the relevant payment defaults;<br><br>◦the deficiency amount; or<br><br>◦the amount of remaining funding under the agreement, whichever is the least.<br><br>Any Treasury funding provided under these circumstances would increase the liquidation<br><br>preference of the senior preferred stock.<br><br>•The terms of the agreement generally may be amended or waived; however, no such<br><br>amendment or waiver may decrease Treasury’s aggregate funding commitment or add<br><br>conditions to Treasury’s funding commitment that would adversely affect in any material<br><br>respect the holders of our debt or guaranteed MBS.
---	---
Commitment Fee	•The agreement provides for the payment of an unspecified quarterly commitment fee to<br><br>Treasury to compensate it for its ongoing support under the agreement.<br><br>•Until the capital reserve end date, the periodic commitment fee will not be set, accrue, or be<br><br>payable. The capital reserve end date is defined as the last day of the second consecutive<br><br>fiscal quarter during which we have had and maintained capital equal to or exceeding the<br><br>capital requirements and buffers set forth in the enterprise regulatory capital framework.<br><br>•No later than the capital reserve end date, we and Treasury, in consultation with the Chair of<br><br>the Federal Reserve, will agree on the amount of the periodic commitment fee.

Covenants

The senior preferred stock purchase agreement contains covenants that prohibit us (and, in one instance, FHFA) from

taking several actions without the prior written consent of Treasury or require us to take specified actions, including the

following described in the table below:

Dividends and<br><br>Share<br><br>Repurchases	•We may not pay dividends or make other distributions on or repurchase our equity securities<br><br>(other than the senior preferred stock).
Issuances of<br><br>Equity Securities	•We may not issue equity securities, except for common stock issued:<br><br>◦upon exercise of the warrant;<br><br>◦as required by any pre-conservatorship agreements; and<br><br>◦following the satisfaction of two conditions: (a) the exercise of the warrant in full, and (b)<br><br>the resolution of all currently pending significant litigation relating to the conservatorship<br><br>and the August 2012 amendment to the senior preferred stock purchase agreement.
Notes to Consolidated Financial Statements	Conservatorship, Senior Preferred Stock Purchase Agreement and<br><br>Related Matters
---		Fannie Mae (In conservatorship) 2023 Form 10-K	F-19
---	---
Termination of<br><br>Conservatorship	•Neither we nor FHFA may terminate or seek to terminate the conservatorship, other than<br><br>through a receivership, without the prior consent of Treasury, with one exception that allows<br><br>FHFA to terminate our conservatorship without the prior consent of Treasury if the following<br><br>conditions are met:<br><br>◦all currently pending significant litigation relating to the conservatorship and the August<br><br>2012 amendment to the senior preferred stock purchase agreement has been resolved;<br><br>and<br><br>◦for two or more consecutive quarters, our common equity tier 1 capital (as defined in the<br><br>enterprise regulatory capital framework), together with any stockholder equity that would<br><br>result from a firm commitment public underwritten offering of common stock which is fully<br><br>consummated concurrent with the termination of conservatorship, equals or exceeds at<br><br>least 3% of our adjusted total assets (as defined in the enterprise regulatory capital<br><br>framework). As of December 31, 2023, 3% of our adjusted total assets was $136.6 billion<br><br>and we had a common equity tier 1 capital deficit of $74 billion.
---	---
Asset Dispositions	•We may not sell, transfer, lease or otherwise dispose of any assets, except for dispositions<br><br>for fair market value in limited circumstances, including if:<br><br>◦the transaction is in the ordinary course of business and consistent with past practice; or<br><br>◦the assets have a fair market value individually or in the aggregate of less than<br><br>$250 million.
Subordinated<br><br>Debt	•We may not issue any subordinated debt securities.
Mortgage Assets<br><br>Limit	•We may not hold mortgage assets in excess of $225 billion; however, we are currently<br><br>managing our business to a $202.5 billion mortgage asset cap according to FHFA<br><br>instructions.
Indebtedness	•We may not have indebtedness in excess of $270 billion.
Executive<br><br>Compensation	•We may not enter into any new compensation arrangements or increase amounts or<br><br>benefits payable under existing compensation arrangements with any of our executive<br><br>officers (as defined by Securities and Exchange Commission (“SEC”) rules) without the<br><br>consent of the Director of FHFA, in consultation with the Secretary of the Treasury.
Equitable Access<br><br>and Offers for<br><br>Single-Family<br><br>Mortgage Loans	•We may not vary our pricing or acquisition terms for single-family loans based on the<br><br>business characteristics of the seller, including the seller’s size, charter type, or volume of<br><br>business with us.<br><br>•We must offer to purchase at all times, for equivalent cash consideration and on<br><br>substantially the same terms, any single-family mortgage loan that:<br><br>◦is of a class of loans that we then offer to acquire for inclusion in our MBS or for other non-<br><br>cash consideration;<br><br>◦is offered by a seller that has been approved to do business with us; and<br><br>◦has been originated and sold in compliance with our underwriting standards.		Notes to Consolidated Financial Statements	Conservatorship, Senior Preferred Stock Purchase Agreement and<br><br>Related Matters
---		Fannie Mae (In conservatorship) 2023 Form 10-K	F-20
---	---
Single-Family<br><br>Loan Eligibility<br><br>Program	•We must maintain a program reasonably designed to ensure that the single-family loans we<br><br>acquire are limited to:<br><br>◦qualified mortgages;<br><br>◦government-backed loans;<br><br>◦loans exempt from the Consumer Financial Protection Bureau’s (the “CFPB’s”) ability-to-<br><br>repay and qualified mortgage rule (other than loans secured by timeshares and home<br><br>equity lines of credit, which, we are not allowed to buy);<br><br>◦loans secured by an investment property;<br><br>◦refinancing loans with streamlined underwriting originated in accordance with our eligibility<br><br>criteria for high LTV ratio refinancings;<br><br>◦loans originated with temporary underwriting flexibilities during times of exigent<br><br>circumstances, as determined in consultation with FHFA;<br><br>◦loans secured by manufactured housing; and<br><br>◦such other loans that FHFA may designate that were eligible for purchase by us as of<br><br>January 2021.
---	---
Enterprise<br><br>Regulatory<br><br>Capital<br><br>Framework	•We are required to comply with the enterprise regulatory capital framework rule published by<br><br>FHFA in the Federal Register on December 17, 2020, disregarding any subsequent<br><br>amendments or modifications to the rule.<br><br>•FHFA has subsequently amended the enterprise regulatory capital framework and instructed<br><br>us to comply with the framework as amended. Accordingly, we are not in compliance with<br><br>this covenant. See “Note 13, Regulatory Capital Requirements” for additional information.<br><br>•While our compliance with the covenants in the senior preferred stock purchase agreement<br><br>is not a condition of Treasury’s funding commitment under that agreement, FHFA, as our<br><br>conservator and regulator, has the authority to direct compliance or impose consequences<br><br>for any non-compliance with that agreement.
Risk Management<br><br>Plan	•While in conservatorship, we must provide an annual risk management plan to Treasury.

Suspended Covenants

Certain covenants in the senior preferred stock purchase agreement (described below) were temporarily suspended in

September 2021. Treasury can terminate this suspension upon six months’ notice to us. As of the date of this filing, we

have received no such notification from Treasury. The suspended covenants include:

•A prohibition on acquiring more than $1.5 billion in single-family loans for cash consideration from any single

seller (including its affiliates) during any four-quarter period.

•A prohibition on acquiring more than $80 billion in multifamily mortgage assets in any 52-week period, with this

volume cap to be adjusted by FHFA at the end of each year.

•A requirement that at least 50% of our multifamily acquisitions in any year be classified as mission-driven at the

time of acquisition.

•A prohibition on acquiring (during a 52-week period) a single-family mortgage loan if, following the acquisition,

more than 3% of our single-family loans that result from a refinancing, or 6% of our single-family loans that do

not result from a refinancing, would have two or more of the following characteristics at origination: combined

LTV ratio greater than 90%; a debt to income ratio greater than 45%; and FICO or equivalent credit score less

than 680.

•A requirement to limit our acquisitions of single-family mortgage loans secured by either second homes or

investment properties to not more than 7% of the single-family mortgage loans we have acquired during the

preceding 52-week period.

Senior Preferred Stock and Common Stock Warrant

For information about the senior preferred stock and the common stock warrant, see “Note 12, Equity.”

| Notes to Consolidated Financial Statements | Conservatorship, Senior Preferred Stock Purchase Agreement and<br><br>Related Matters | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-21 | | --- | --- |

Impact of U.S. Government Support

We continue to rely on support from Treasury to eliminate any net worth deficits we may experience in the future, which

would otherwise trigger our being placed into receivership. Based on consideration of all the relevant conditions and

events affecting our operations, including our reliance on the U.S. government, we continue to operate as a going

concern and in accordance with FHFA’s provision of authority.

We primarily fund our business through MBS issuances, retained earnings, and the issuance of a variety of short-term

and long-term debt securities in the domestic and international capital markets. Accordingly, we are subject to “roll over,”

or refinancing, risk on our outstanding debt.

We believe that our status as a government-sponsored enterprise and continued federal government support are

essential to maintaining our access to debt funding. Changes or perceived changes in federal government support of

our business, our debt securities or our status as a government-sponsored enterprise could materially and adversely

affect our liquidity, financial condition and results of operations. In addition, due to our reliance on the U.S. government’s

support, our access to debt funding or the cost of debt funding also could be materially adversely affected by a change

or perceived change in the creditworthiness of the U.S government. A downgrade in our credit ratings could reduce

demand for our debt securities and increase our borrowing costs. Future changes or disruptions in the financial markets

could significantly impact the amount, mix and cost of funds we obtain, which also could increase our liquidity and “roll

over” risk and have a material adverse impact on our liquidity, financial condition and results of operations.

Related Parties

Because Treasury holds a warrant to purchase shares of Fannie Mae common stock equal to 79.9% of the total number

of shares of Fannie Mae common stock, we and Treasury are deemed related parties. As of December 31, 2023,

Treasury held an investment in our senior preferred stock with an aggregate liquidation preference of $195.2 billion.

FHFA’s control of both Fannie Mae and Freddie Mac has caused Fannie Mae, FHFA and Freddie Mac to be deemed

related parties. Additionally, Fannie Mae and Freddie Mac jointly own Common Securitization Solutions, LLC (“CSS”), a

limited liability company created to operate a common securitization platform; as a result, CSS is deemed a related

party. As a part of our joint ownership, Fannie Mae, Freddie Mac and CSS are parties to a limited liability company

agreement that sets forth the overall framework for the joint venture, including Fannie Mae’s and Freddie Mac’s rights

and responsibilities as members of CSS. Fannie Mae, Freddie Mac and CSS are also parties to a customer services

agreement that sets forth the terms under which CSS provides mortgage securitization services to us and Freddie Mac,

including the operation of the common securitization platform, as well as an administrative services agreement. CSS

operates as a separate company from us and Freddie Mac, with all funding and limited administrative support services

and other resources provided to it by us and Freddie Mac.

In the ordinary course of business, Fannie Mae may purchase and sell securities issued by Treasury and Freddie Mac

in the capital markets. Some of the structured securities we issue are backed in whole or in part by Freddie Mac

securities. Fannie Mae and Freddie Mac each have agreed to indemnify the other party for losses caused by: its failure

to meet its payment or other specified obligations under the trust agreements pursuant to which the underlying

resecuritized securities were issued; its failure to meet its obligations under the customer services agreement; its

violations of laws; or with respect to material misstatements or omissions in offering documents, ongoing disclosures

and materials relating to the underlying resecuritized securities. Additionally, we make regular income tax payments to

and receive tax refunds from the Internal Revenue Service (“IRS”), a bureau of Treasury.

Transactions with Treasury

Treasury Making Home Affordable Program

Our administrative expenses were reduced by approximately $6 million, $15 million and $17 million for the years ended

December 31, 2023, 2022 and 2021, respectively, due to reimbursements from Treasury and Freddie Mac for expenses

incurred as program administrator for Treasury’s Home Affordable Modification Program (“HAMP”) and other initiatives

under Treasury’s Making Home Affordable Program. Our role as program administrator concluded in the third quarter of

2023, and we received our final reimbursement from Treasury in the fourth quarter of 2023.

Obligation to Pay TCCA Fees to Treasury

In December 2011, Congress enacted the Temporary Payroll Tax Cut Continuation Act of 2011 (“TCCA”) which, among

other provisions, required that we increase our single-family guaranty fees by at least 10 basis points and pay this

increase to Treasury. To meet our obligations under the TCCA and at the direction of FHFA, we increased the guaranty

fee on all single-family mortgages delivered to us by 10 basis points in April 2012. The resulting fee revenue and

expense are recorded in “Interest income: Mortgage loans” and “TCCA fees,” respectively, in our consolidated

| Notes to Consolidated Financial Statements | Conservatorship, Senior Preferred Stock Purchase Agreement and<br><br>Related Matters | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-22 | | --- | --- |

statements of operations and comprehensive income. In November 2021, the Infrastructure Investment and Jobs Act

was enacted, which extended to October 1, 2032 our obligation under the TCCA to collect 10 basis points in guaranty

fees on single-family mortgages delivered to us and pay the associated revenue to Treasury. In January 2022, FHFA

advised us to continue to collect and pay these TCCA fees on and after October 1, 2032 with respect to loans we

acquired before this date until those loans are paid off or otherwise liquidated.

We recognized $3.4 billion, $3.4 billion and $3.1 billion in TCCA fees during the years ended December 31, 2023, 2022

and 2021, respectively, of which $861 million and $854 million had not been paid as of December 31, 2023 and 2022,

respectively.

Treasury Interest in Affordable Housing Allocations

The GSE Act requires us to set aside certain funding obligations, a portion of which is attributable to Treasury’s Capital

Magnet Fund. These funding obligations are measured as the product of 4.2 basis points and the unpaid principal

balance of our total new business purchases for the respective period, with 35% of this amount payable to Treasury’s

Capital Magnet Fund. We recognized $54 million, $101 million and $209 million in “Other expenses, net” in connection

with Treasury’s Capital Magnet Fund for the years ended December 31, 2023, 2022 and 2021, respectively. We paid

$101 million and $209 million to Treasury’s Capital Magnet Fund in 2023 and 2022, respectively. In 2024, we expect to

pay $54 million to Treasury’s Capital Magnet Fund based on our new business purchases in 2023.

Transactions with FHFA

The GSE Act authorizes FHFA to establish an annual assessment for regulated entities, including Fannie Mae, which is

payable on a semi-annual basis (April and October), for FHFA’s costs and expenses, as well as to maintain FHFA’s

working capital. We recognized FHFA assessment fees, which are recorded in “Other administrative expenses” in our

consolidated statements of operations and comprehensive income, of $159 million, $132 million and $140 million for the

years ended December 31, 2023, 2022 and 2021, respectively.

Transactions with CSS and Freddie Mac

We contributed funds to CSS, the company we jointly own with Freddie Mac, of $72 million, $65 million and $76 million

for the years ended December 31, 2023, 2022 and 2021, respectively. Net operating losses associated with our

investment in CSS are recorded in “Other expenses, net” in our consolidated statements of operations and

comprehensive income.

3.  Consolidations and Transfers of Financial Assets

We have interests in various entities that are considered to be VIEs. The primary types of entities are:

•securitization trusts;

•resecuritization trusts;

•housing partnerships that are established to finance the acquisition, construction, development or rehabilitation

of affordable multifamily housing; and

•certain credit risk transfer special purpose entities.

These interests may include guarantees to the VIE on behalf of the holders of the securities issued by the VIE and/or

investments in the securities issued by VIEs, such as Fannie Mae MBS created pursuant to our securitization

transactions. We consolidate the substantial majority of our single-class securitization trusts because our role as

guarantor and master servicer provides us with the power to direct activities (primarily the servicing of mortgage loans)

that impact the credit risk to which we are exposed. In contrast, we do not consolidate single-class securitization trusts

when other organizations have the power to direct these activities unless we have the unilateral ability to dissolve the

trust. We also do not consolidate our resecuritization trusts unless we have the unilateral ability to dissolve the trust. We

may include securities issued by Freddie Mac in some of our resecuritization trusts. The mortgage loans that serve as

collateral for Freddie Mac-issued securities are not held in trusts that are consolidated by Fannie Mae.

Types of VIEs

Securitization Trusts

We create single-class securitization trusts to issue single-class Fannie Mae MBS that evidence an undivided interest in

the mortgage loans held in the trust. Investors in Fannie Mae MBS receive principal and interest payments in proportion

to their percentage ownership of the Fannie Mae MBS issued. We guarantee to each single-class securitization trust

| Notes to Consolidated Financial Statements | Conservatorship, Senior Preferred Stock Purchase Agreement and<br><br>Related Matters | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-23 | | --- | --- |

that we will supplement amounts received by the securitization trust as required to permit timely payments of principal

and interest on the related Fannie Mae MBS. This guaranty exposes us to credit losses on the loans underlying Fannie

Mae MBS.

Single-class securitization trusts are used for lender swap and portfolio securitization transactions. We consolidate

single-class securitization trusts that are created under these programs when our role as master servicer provides us

with the power to direct activities, such as the servicing of the mortgage loans, that impact the credit risk to which we

are exposed. In contrast, we do not consolidate single-class securitization trusts when other organizations have the

power to direct these activities (for example, when the mortgage loan collateral is subject to a Federal Housing

Administration guaranty and related Servicing Guide).

Resecuritization Trusts

Fannie Mae single-class resecuritization trusts, which include Fannie Megas® and Supers®, are created by depositing

MBS into a new securitization trust for the purpose of aggregating multiple mortgage-related securities (generally

Fannie Mae MBS, Freddie Mac MBS or combinations of both) into one combined security. Fannie Mae multi-class

resecuritization trusts are trusts we create to issue multi-class Fannie Mae structured securities, including real-estate

mortgage investment conduits (“REMIC”) and stripped mortgage-backed securities (“SMBS”), in which the cash flows of

the underlying mortgage assets are divided, creating several classes of securities, each of which represents a beneficial

ownership interest in a separate portion of the cash flows.

We guaranty to each Fannie Mae resecuritization trust that we will supplement amounts received by the trust as

required to permit timely principal and interest payments on the related Fannie Mae security. As the underlying collateral

may have been previously guaranteed by Fannie Mae, we are only exposed to incremental credit risk when we guaranty

the timely payment of principal and interest on underlying securities that were issued by Freddie Mac and were not

previously guaranteed by us. We may also be exposed to prepayment risk via our ownership of securities issued by

these trusts. Additionally, we earn a fee for assisting the lenders and dealers with the design and issuance of these

securities.

We do not have any incremental rights or powers related to resecuritization trusts that would enable us to direct any

activities of the underlying trust. As a result, we have concluded that we are not the primary beneficiary of, and therefore

do not consolidate, our resecuritization trusts unless we have the unilateral right to dissolve the trust. We have this right

when we hold 100% of the beneficial interests issued by the resecuritization trust.

Limited Partnerships

We invest in various limited partnerships that sponsor affordable housing projects utilizing the LIHTC pursuant to

Section 42 of the Internal Revenue Code. The purpose of these investments is to increase the supply of affordable

housing in the United States and to serve communities in need. In addition, our investments in LIHTC partnerships

generate both tax credits and net operating losses that may reduce our federal income tax liability. Our LIHTC

investments primarily represent limited partnership interests in entities that have been organized by a fund manager

who acts as the general partner. These LIHTC partnerships seek out equity investments in LIHTC operating

partnerships that have been established to identify, develop and operate multifamily housing that is leased to qualifying

residential tenants. Fannie Mae does not consolidate these entities because our limited partnership interest does not

provide us with a controlling financial interest.

Special Purpose Vehicles Associated with Our Credit Risk Transfer Programs

We transfer mortgage credit risk to investors through both Connecticut Avenue Securities (“CAS”) special purpose

vehicles (“SPVs”) and Multifamily Connecticut Avenue Securities (“MCAS”) SPVs. CAS and MCAS SPVs are separate

legal entities that issue notes that are fully collateralized by cash deposited into a collateral account held by the

respective CAS or MCAS SPV and is invested in short-term highly rated investments. To the extent that collateral held

by the CAS or MCAS SPV and the earnings thereon are insufficient relative to the payments due to holders of the CAS

or MCAS notes, we may be required to make payments to the CAS or MCAS SPVs. The CAS and MCAS SPV qualify

as VIEs. We do not have the power to direct significant activities of the CAS or MCAS SPVs while the CAS and MCAS

SPVs are outstanding, and, therefore, we do not consolidate CAS or MCAS SPVs.

| Notes to Consolidated Financial Statements | Consolidations and Transfers of Financial Assets | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-24 | | --- | --- |

Unconsolidated VIEs

We do not consolidate VIEs when we are not deemed to be the primary beneficiary. The following table displays the

carrying amount and classification of our assets and liabilities that relate to our involvement with unconsolidated

securitization and resecuritization trusts.

	As of December 31,
	2023
	(Dollars in millions)
Assets and liabilities recorded in our consolidated balance sheets related to unconsolidated<br><br>mortgage-backed trusts:
Investments in securities, at fair value		4,863	$3,353
Other assets		37	40
Other liabilities		(42)	(45)
Net carrying amount		4,858	$3,348

All values are in US Dollars.

Our maximum exposure to loss generally represents the greater of our carrying amount related to our involvement with

unconsolidated securitization and resecuritization trusts or the unpaid principal balance of the assets covered by our

guaranty. Our involvement in unconsolidated resecuritization trusts may give rise to additional exposure to loss

depending on the type of resecuritization trust. Fannie Mae resecuritization trusts that are backed entirely by Fannie

Mae MBS are not consolidated and do not give rise to any additional exposure to loss as we already consolidate the

underlying collateral. In contrast, Fannie Mae resecuritization trusts that are backed in whole or in part by Freddie Mac

securities may increase our exposure to loss to the extent that we are providing a guaranty for the timely payment and

interest on the underlying Freddie Mac securities that we have not previously guaranteed. Our maximum exposure to

loss for these unconsolidated trusts is measured by the amount of Freddie Mac securities that are held in these

resecuritization trusts.

Our maximum exposure to loss related to unconsolidated securitization and resecuritization trusts, which includes but is

not limited to our exposure to these Freddie Mac securities, was approximately $223 billion and $240 billion as of

December 31, 2023 and 2022, respectively. The total assets of our unconsolidated securitization and resecuritization

trusts were approximately $273 billion and $240 billion as of December 31, 2023 and 2022, respectively.

The maximum exposure to loss for our unconsolidated limited partnerships and similar legal entities, which consist of

LIHTC, community investments and other entities, was $530 million and the related net carrying value was $528 million

as of December 31, 2023. As of December 31, 2022, the maximum exposure to loss was $427 million and the related

net carrying value was $424 million. The total assets of these limited partnership investments were $5.8 billion and $4.3

billion as of December 31, 2023 and 2022, respectively.

The maximum exposure to loss related to our involvement with unconsolidated SPVs that transfer credit risk represents

the unpaid principal balance and accrued interest payable of obligations issued by the CAS and MCAS SPVs. The

maximum exposure to loss related to these unconsolidated SPVs was $21.4 billion and $16.9 billion as of December 31,

2023 and 2022, respectively. The total assets related to these unconsolidated SPVs were $21.4 billion and $17.0 billion

as of December 31, 2023 and 2022, respectively.

The unpaid principal balance of our multifamily loan portfolio was $461.2 billion as of December 31, 2023. As our

lending relationship does not provide us with a controlling financial interest in the borrower entity, we do not consolidate

these borrowers regardless of their status as either a VIE or a voting interest entity. We have excluded these entities

from our VIE disclosures. However, the disclosures we have provided in “Note 4, Mortgage Loans,” “Note 5, Allowance

for Loan Losses” and “Note 7, Financial Guarantees” with respect to this population are consistent with the FASB’s

stated objectives for the disclosures related to unconsolidated VIEs.

Transfers of Financial Assets and Portfolio Securitizations

As noted below, we consolidate the substantial majority of our single-class securitization trusts. The assets and liabilities

of consolidated trusts created via portfolio securitization transactions are reported in our consolidated balance sheets.

We recognize assets obtained and liabilities incurred in qualifying sales of portfolio securitizations at fair value. We had

no proceeds from the initial sale of securities from portfolio securitizations for the years ended December 31, 2023,

2022 or 2021.

We issue single-class Fannie Mae MBS through portfolio securitization transactions by transferring pools of mortgage

loans or mortgage-related securities to one or more trusts or special purpose entities. For the years ended December

31, 2023, 2022 and 2021, the unpaid principal balance of portfolio securitizations was $131.6 billion, $270.5 billion and

$682.9 billion, respectively. The substantial majority of these portfolio securitization transactions generally do not qualify

| Notes to Consolidated Financial Statements | Consolidations and Transfers of Financial Assets | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-25 | | --- | --- |

for sale treatment. Portfolio securitization trusts that do qualify for sale treatment primarily consist of loans that are

guaranteed or insured, in whole or in part, by the U.S. government as such transactions are not consolidated by Fannie

Mae.

We retain interests from the transfer and sale of mortgage-related securities to unconsolidated single-class portfolio

securitization trusts and unconsolidated single class and multi-class portfolio resecuritization trusts. As of December 31,

2023, the unpaid principal balance of retained interests was $821 million and its related fair value was $1.3 billion. The

unpaid principal balance of retained interests was $910 million and its related fair value was $1.4 billion as of December

31, 2022. For the years ended December 31, 2023, 2022 and 2021, the principal, interest and other fees received on

retained interests was $282 million, $397 million and $558 million, respectively.

4.  Mortgage Loans

We own single-family mortgage loans, which are secured by four or fewer residential dwelling units, and multifamily

mortgage loans, which are secured by five or more residential dwelling units. We classify these loans as either HFI or

HFS. Unless otherwise noted, within “Note 4, Mortgage Loans,” we report the amortized cost of HFI loans for which we

have not elected the fair value option at the unpaid principal balance, net of unamortized premiums and discounts,

hedge-related basis adjustments, other cost basis adjustments, and accrued interest receivable. Within our consolidated

balance sheets, we present accrued interest receivable, net separately from the amortized cost of our loans held for

investment. We report the carrying value of HFS loans at the lower of cost or fair value and record valuation changes in

“Investment gains (losses), net” in our consolidated statements of operations and comprehensive income.

Within our single-family mortgage loan disclosures below, we display loans by class of financing receivable type.

Financing receivable classes used for disclosure consist of: “20- and 30-year or more, amortizing fixed-rate,” “15-year or

less, amortizing fixed-rate,” “Adjustable-rate,” and “Other.” The “Other” class primarily consists of reverse mortgage

loans, interest-only loans, negative-amortizing loans and second liens.

The following table displays the carrying value of our mortgage loans and allowance for loan losses.

	As of December 31,
	2023	2022
	(Dollars in millions)
Single-family	$3,641,385	$3,644,158
Multifamily	461,247	431,440
Total unpaid principal balance of mortgage loans	4,102,632	4,075,598
Cost basis and fair value adjustments, net	41,729	50,185
Allowance for loan losses for HFI loans	(8,730)	(11,347)
Total mortgage loans(1)	$4,135,631	$4,114,436

(1)Excludes $10.4 billion and $9.5 billion of accrued interest receivable, net of allowance as of December 31, 2023 and 2022.

| Notes to Consolidated Financial Statements | Consolidations and Transfers of Financial Assets | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-26 | | --- | --- |

The following table displays information about our purchase of HFI loans, redesignation of loans and the sales of

mortgage loans during the period.

	For the Year Ended December 31,
	2023	2022	2021
	(Dollars in millions)
Purchase of HFI loans:
Single-family unpaid principal balance	$315,990	$614,836	$1,354,705
Multifamily unpaid principal balance	52,829	69,206	69,185
Single family loans redesignated from HFI to HFS:
Amortized cost	$3,334	$7,825	$16,606
Lower of cost or fair value adjustment at time of redesignation(1)	(658)	(679)	(372)
Allowance reversed at time of redesignation	42	373	1,605
Single family loans redesignated from HFS to HFI:
Amortized cost	$372	$2,004	$5
Single-family loans sold:
Unpaid principal balance	$2,573	$8,069	$16,977
Realized gains, net	10	126	1,624

(1)Consists of the write-off against the allowance at the time of redesignation.

The amortized cost of single-family mortgage loans for which formal foreclosure proceedings were in process was $4.6

billion as of December 31, 2023 and 2022. As a result of our various loss mitigation and foreclosure prevention efforts,

we expect that a portion of the loans in the process of formal foreclosure proceedings will not ultimately foreclose.

| Notes to Consolidated Financial Statements | Mortgage Loans | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-27 | | --- | --- |

Aging Analysis

The following tables display an aging analysis of the total amortized cost of our HFI mortgage loans by portfolio

segment and class of financing receivable, excluding loans for which we have elected the fair value option.

	As of December 31, 2023
		30 - 59<br><br>Days<br><br>Delinquent	60 - 89<br><br>Days<br><br>Delinquent	Seriously<br><br>Delinquent(1)	Total<br><br>Delinquent	Current	Total	Loans 90<br><br>Days or<br><br>More<br><br>Delinquent<br><br>and<br><br>Accruing<br><br>Interest	Nonaccrual<br><br>Loans with<br><br>No<br><br>Allowance
	(Dollars in millions)
Single-family:
20- and 30-year or<br><br>more,<br><br>amortizing<br><br>fixed-rate		$33,119	$8,093	$18,659	$59,871	$3,148,171	$3,208,042	$1,371	$3,457
15-year or less,<br><br>amortizing<br><br>fixed-rate		1,846	319	650	2,815	425,598	428,413	74	176
Adjustable-rate		184	42	100	326	26,032	26,358	11	21
Other(2)		586	171	562	1,319	23,772	25,091	148	228
Total single-family		35,735	8,625	19,971	64,331	3,623,573	3,687,904	1,604	3,882
Multifamily(3)		449	N/A	1,699	2,148	459,206	461,354	171	594
Total		$36,184	$8,625	$21,670	$66,479	$4,082,779	$4,149,258	$1,775	$4,476			As of December 31, 2022
---	---	---	---	---	---	---	---	---
	30 - 59<br><br>Days<br><br>Delinquent	60 - 89<br><br>Days<br><br>Delinquent	Seriously<br><br>Delinquent(1)	Total<br><br>Delinquent	Current	Total	Loans 90<br><br>Days or<br><br>More<br><br>Delinquent<br><br>and<br><br>Accruing<br><br>Interest	Nonaccrual<br><br>Loans with<br><br>No<br><br>Allowance
	(Dollars in millions)
Single-family:
20- and 30-year or<br><br>more,<br><br>amortizing<br><br>fixed-rate	$27,891	$6,774	$19,990	$54,655	$3,092,199	$3,146,854	$13,257	$3,254
15-year or less,<br><br>amortizing<br><br>fixed-rate	1,902	314	800	3,016	488,452	491,468	666	82
Adjustable-rate	176	38	127	341	26,767	27,108	90	24
Other(2)	660	179	898	1,737	30,362	32,099	424	324
Total single-family	30,629	7,305	21,815	59,749	3,637,780	3,697,529	14,437	3,684
Multifamily(3)	173	N/A	955	1,128	431,094	432,222	11	13
Total	$30,802	$7,305	$22,770	$60,877	$4,068,874	$4,129,751	$14,448	$3,697

(1)Single-family seriously delinquent loans are loans that are 90 days or more past due or in the foreclosure process. Multifamily seriously

delinquent loans are loans that are 60 days or more past due.

(2)Reverse mortgage loans included in “Other” are not aged due to their nature and are included in the current column.

(3)Multifamily loans 60-89 days delinquent are included in the seriously delinquent column.

Credit Quality Indicators and Write-offs by Year of Origination

The estimated mark-to-market LTV ratio is a primary factor we consider when estimating our allowance for loan losses

for single-family loans. As LTV ratios increase, the borrower’s equity in the home decreases, which may negatively

| Notes to Consolidated Financial Statements | Mortgage Loans | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-28 | | --- | --- |

affect the borrower’s ability to refinance or to sell the property for an amount at or above the outstanding balance of the

loan.

The following tables display information about the credit quality of our single-family HFI loans, based on total amortized

cost. Effective January 1, 2023, we adopted amendments to ASU 2022-02 that require us to disclose current-period

gross write-offs by year of origination for financing receivables. As a result, for the periods beginning January 1, 2023,

the tables below include current year write-offs of our single-family HFI mortgage loans by class of financing receivable

and year of origination, excluding loans for which we have elected the fair value option.

	Credit Quality Indicators as of December 31, 2023 and Write-offs for the year ended<br><br>December 31, 2023, by Year of Origination(1)
	2023	2022	2021	2020	2019	Prior	Total
	(Dollars in millions)
Estimated mark-to-market LTV ratio:(2)
20- and 30-year or more, amortizing fixed-rate:
Less than or equal to 80%	$148,641	$314,384	$889,434	$767,596	$136,654	$648,964	$2,905,673
Greater than 80% and less than or equal to 90%	57,686	95,509	38,790	3,424	804	1,082	197,295
Greater than 90% and less than or equal to 100%	61,658	35,602	4,002	363	71	189	101,885
Greater than 100%	1,000	1,764	189	47	17	172	3,189
Total 20- and 30-year or more, amortizing fixed-rate	268,985	447,259	932,415	771,430	137,546	650,407	3,208,042
Current-year 20- and 30-year or more,<br><br>amortizing fixed-rate write-offs	$2	$35	$53	$45	$108	$560	$803
15-year or less, amortizing fixed-rate:
Less than or equal to 80%	7,110	35,224	165,294	117,795	17,162	84,222	426,807
Greater than 80% and less than or equal to 90%	581	647	52	2	—	1	1,283
Greater than 90% and less than or equal to 100%	259	58	1	—	—	1	319
Greater than 100%	1	2	—	—	—	1	4
Total 15-year or less, amortizing fixed-rate	7,951	35,931	165,347	117,797	17,162	84,225	428,413
Current-year 15-year or less, amortizing<br><br>fixed-rate write-offs	—	—	1	1	1	5	8
Adjustable-rate:
Less than or equal to 80%	1,566	4,452	5,945	1,654	710	9,716	24,043
Greater than 80% and less than or equal to 90%	499	1,030	90	6	2	3	1,630
Greater than 90% and less than or equal to 100%	299	330	11	—	—	1	641
Greater than 100%	14	29	1	—	—	—	44
Total adjustable-rate	2,378	5,841	6,047	1,660	712	9,720	26,358
Current-year adjustable-rate write-offs	—	1	—	—	—	2	3
Other:
Less than or equal to 80%	—	—	—	—	27	19,418	19,445
Greater than 80% and less than or equal to 90%	—	—	—	—	—	81	81
Greater than 90% and less than or equal to 100%	—	—	—	—	—	39	39
Greater than 100%	—	—	—	—	—	35	35
Total other	—	—	—	—	27	19,573	19,600
Current-year other write-offs	—	—	—	—	—	52	52
Total for all classes by LTV ratio:(2)
Less than or equal to 80%	$157,317	$354,060	$1,060,673	$887,045	$154,553	$762,320	$3,375,968
Greater than 80% and less than or equal to 90%	58,766	97,186	38,932	3,432	806	1,167	200,289
Greater than 90% and less than or equal to 100%	62,216	35,990	4,014	363	71	230	102,884
Greater than 100%	1,015	1,795	190	47	17	208	3,272
Total	$279,314	$489,031	$1,103,809	$890,887	$155,447	$763,925	$3,682,413
Total current-year write-offs	$2	$36	$54	$46	$109	$619	$866
Notes to Consolidated Financial Statements	Mortgage Loans
---		Fannie Mae (In conservatorship) 2023 Form 10-K	F-29
---	---
	Credit Quality Indicators of December 31, 2022, by Year of Origination(1)
---	---	---	---	---	---	---	---
	2022	2021	2020	2019	2018	Prior	Total
	(Dollars in millions)
Estimated mark-to-market LTV ratio:(2)
20- and 30-year or more, amortizing fixed-rate:
Less than or equal to 80%	$281,257	$896,977	$820,452	$149,067	$70,306	$651,297	$2,869,356
Greater than 80% and less than or equal to 90%	84,864	86,335	5,904	1,152	618	1,062	179,935
Greater than 90% and less than or equal to 100%	84,664	9,284	1,333	217	77	224	95,799
Greater than 100%	1,230	208	56	18	12	240	1,764
Total 20- and 30-year or more, amortizing fixed-rate	452,015	992,804	827,745	150,454	71,013	652,823	3,146,854
15-year or less, amortizing fixed-rate:
Less than or equal to 80%	37,830	185,511	134,336	20,239	7,324	103,841	489,081
Greater than 80% and less than or equal to 90%	1,363	410	33	3	—	2	1,811
Greater than 90% and less than or equal to 100%	552	16	1	—	—	1	570
Greater than 100%	3	1	—	—	—	2	6
Total 15-year or less, amortizing fixed-rate	39,748	185,938	134,370	20,242	7,324	103,846	491,468
Adjustable-rate:
Less than or equal to 80%	3,971	6,383	1,865	821	906	11,226	25,172
Greater than 80% and less than or equal to 90%	1,013	236	12	3	1	3	1,268
Greater than 90% and less than or equal to 100%	645	21	—	—	1	—	667
Greater than 100%	1	—	—	—	—	—	1
Total adjustable-rate	5,630	6,640	1,877	824	908	11,229	27,108
Other:
Less than or equal to 80%	—	—	—	29	222	22,103	22,354
Greater than 80% and less than or equal to 90%	—	—	—	—	1	129	130
Greater than 90% and less than or equal to 100%	—	—	—	—	1	56	57
Greater than 100%	—	—	—	—	—	57	57
Total other	—	—	—	29	224	22,345	22,598
Total	$497,393	$1,185,382	$963,992	$171,549	$79,469	$790,243	$3,688,028
Total for all classes by LTV ratio:(2)
Less than or equal to 80%	$323,058	$1,088,871	$956,653	$170,156	$78,758	$788,467	$3,405,963
Greater than 80% and less than or equal to 90%	87,240	86,981	5,949	1,158	620	1,196	183,144
Greater than 90% and less than or equal to 100%	85,861	9,321	1,334	217	79	281	97,093
Greater than 100%	1,234	209	56	18	12	299	1,828
Total	$497,393	$1,185,382	$963,992	$171,549	$79,469	$790,243	$3,688,028

(1)Excludes $5.5 billion and $9.5 billion as of December 31, 2023 and 2022, respectively, of mortgage loans guaranteed or insured, in whole

or in part, by the U.S. government or one of its agencies, which represents primarily reverse mortgages for which we do not calculate an

estimated mark-to-market LTV ratio. For the year ended December 31, 2023, it also excludes $7 million in write-offs, of mortgage loans

guaranteed or insured, in whole or in part, by the U.S. government or one of its agencies. Year of loan origination may not be the same as

the period in which we subsequently acquired the loan.

(2)The aggregate estimated mark-to-market LTV ratio is based on the unpaid principal balance of the loan divided by the estimated current

value of the property as of the end of each reported period, which we calculate using an internal valuation model that estimates periodic

changes in home value.

| Notes to Consolidated Financial Statements | Mortgage Loans | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-30 | | --- | --- |

The following tables display the total amortized cost of our multifamily HFI loans by year of origination and credit-risk

rating, excluding loans for which we have elected the fair value option. Property rental income and property valuations

are key inputs to our internally assigned credit risk ratings. For the periods beginning January 1, 2023, the tables below

include current year write-offs of our multifamily HFI mortgage loans by year of origination, excluding loans for which we

have elected the fair value option.

	Credit Quality Indicators as of December 31, 2023 and Write-offs for the<br><br>year ended December 31, 2023, by Year of Origination(1)
	2023	2022	2021	2020	2019	Prior	Total
	(Dollars in millions)
Internally assigned credit risk rating:
Pass(2)	$49,944	$51,380	$60,563	$72,791	$56,901	$136,860	$428,439
Special mention(3)	4	11	181	32	46	130	404
Substandard(4)	521	9,517	3,654	2,703	3,893	12,188	32,476
Doubtful(5)	25	—	—	—	10	—	35
Total	$50,494	$60,908	$64,398	$75,526	$60,850	$149,178	$461,354
Current-year write-offs	$—	$3	$4	$6	$23	$365	$401			Credit Quality Indicators as of December 31, 2022, by Year of<br><br>Origination(1)
---	---	---	---	---	---	---	---
	2022	2021	2020	2019	2018	Prior	Total
	(Dollars in millions)
Internally assigned credit risk rating:
Pass(2)	$57,976	$64,165	$75,468	$59,507	$48,720	$103,772	$409,608
Special mention(3)	11	41	128	55	54	306	595
Substandard(4)	1,415	1,580	1,388	2,816	2,488	12,324	22,011
Doubtful(5)	—	—	—	—	8	—	8
Total	$59,402	$65,786	$76,984	$62,378	$51,270	$116,402	$432,222

(1)In the current period, we updated our presentation of credit quality indicators. Previously, “Pass” and “Special mention” were disclosed as

“Non-classified,” and “Substandard” and “Doubtful” were disclosed as “Classified.” Prior periods have been updated to conform to the

current period presentation. Year of loan origination may not be the same as the period in which we subsequently acquired the loan.

(2)A loan categorized as “Pass” is current or adequately protected by the current financial strength and debt service capability of the

borrower.

(3)“Special mention” refers to loans that are otherwise performing but have potential weaknesses that, if left uncorrected, may result in

deterioration in the borrower’s ability to repay in full.

(4)Loans classified as “Substandard” have a well-defined weakness that jeopardizes the timely full repayment. We had loans in our seniors

housing portfolio with an amortized cost of $6.9 billion and $9.2 billion as of December 31, 2023 and 2022, respectively, classified as

substandard.

(5)“Doubtful” refers to a loan with a weakness that makes collection or liquidation in full highly questionable and improbable based on existing

conditions and values.

Loss Mitigation Options for Borrowers Experiencing Financial

Difficulty

As part of our loss mitigation activities, we may agree to modify the contractual terms of a loan to a borrower

experiencing financial difficulty. In addition to loan modifications, we also provide other loss mitigation options to assist

borrowers who experience financial difficulties.

Below we provide disclosures relating to loan restructurings where borrowers were experiencing financial difficulty,

including restructurings that resulted in an insignificant payment delay. The disclosures exclude loans classified as held

for sale and those for which we have elected the fair value option. See “Note 1, Summary of Significant Accounting

Policies” for additional information on our accounting policies for single-family and multifamily loans that have been

restructured.

| Notes to Consolidated Financial Statements | Mortgage Loans | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-31 | | --- | --- |

Single-Family Loan Restructurings

We offer several types of restructurings to single-family borrowers that may result in a payment delay, interest rate

reduction, term extension, or combination thereof. We do not typically offer principal forgiveness.

We offer the following types of restructurings to single-family borrowers that only result in a payment delay:

•a forbearance plan is a short-term loss mitigation option which grants a period of time (typically in 6-month

increments and generally do not exceed a total of 12 months) during which the borrower’s monthly payment

obligations are reduced or suspended. A forbearance plan does not impact our reporting of when a loan is

considered past due, which remains based on the contractual terms of the loan. Borrowers may exit a

forbearance plan by repaying all past due amounts to fully reinstate the loan, paying off the loan in full, or

entering into another loss mitigation option, such as a repayment plan, a payment deferral, or a loan

modification.

•a repayment plan is a short-term loss mitigation option that allows borrowers a specific period of time to return

the loan to current status by paying the regular monthly payment plus additional agreed-upon delinquent

amounts (generally for a period up to 12 months and the monthly repayment plan amount must not exceed

150% of the contractual mortgage payment). A repayment plan does not impact our reporting of when a loan is

considered past due, which remains based on the contractual terms of the loan. At the end of the repayment

plan, the borrower resumes making the regular monthly payment; and

•a payment deferral is a loss mitigation option which defers the repayment of the delinquent principal and

interest payments and other eligible default-related amounts that were advanced on behalf of the borrower by

converting them into a non-interest-bearing balance due at the earlier of the payoff date, the maturity date, or

sale or transfer of the property. The remaining mortgage terms, interest rate, payment schedule, and maturity

date remain unchanged, and no trial period is required. The number of months of payments deferred varies

based on the types of hardships the borrower is facing.

We also offer single-family borrowers loan modifications, which contractually change the terms of the loan. Our loan

modification programs generally require completion of a trial period of three to four months where the borrower makes

reduced monthly payments prior to receiving the modification. During the trial period, the mortgage loan is not

contractually modified and continues to be reported as past due according to its contractual terms. The reduced

payments that are made by the borrower during the trial period will result in a payment delay with respect to the original

contractual terms of the loan. After successful completion of the trial period, and the borrower’s execution of a

modification agreement, the mortgage loan is contractually modified.

Our loan modifications include the following concessions:

•capitalization of past due amounts, a form of payment delay, which capitalizes interest and other eligible default

related amounts that were advanced on behalf of the borrower that are past due into the unpaid principal

balance; and

•a term extension, which typically extends the contractual maturity date of the loan to 40 years from the effective

date of the modification.

In addition to these concessions, loan modifications may also include an interest rate reduction, which reduces the

contractual interest rate of the loan, or a principal forbearance, which is another form of payment delay that includes

forbearing repayment of a portion of the principal balance as a non-interest bearing amount that is due at the earlier of

the payoff date, the maturity date, or sale or transfer of the property.

Multifamily Loan Restructurings

For multifamily borrowers, loan restructurings include short-term forbearance plans and loan modification programs,

which primarily result in term extensions of up to one year with no change to the loan’s interest rate. In certain cases,

we may make more significant modifications of terms for borrowers experiencing financial difficulty, such as reducing the

interest rate, converting to interest-only payments, extending the maturity for longer than one year, providing principal

forbearance, or some combination of these terms. In some instances when a loan is restructured, we may require

additional collateral, which may take the form of a guaranty from another entity, to further mitigate the risk of

nonperformance.

| Notes to Consolidated Financial Statements | Mortgage Loans | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-32 | | --- | --- |

Restructurings for Borrowers Experiencing Financial Difficulty

The following tables display the amortized cost of HFI mortgage loans that were restructured, presented by portfolio

segment and class of financing receivable.

	For the Year Ended December 31, 2023
	Payment Delay (Only)
	Forbearance<br><br>Plan	Payment<br><br>Deferral	Trial<br><br>Modification<br><br>and<br><br>Repayment<br><br>Plans	Payment<br><br>Delay and<br><br>Term<br><br>Extension(1)	Payment<br><br>Delay, Term<br><br>Extension,<br><br>Interest Rate<br><br>Reduction,<br><br>and Other(1)	Total	Percentage<br><br>of Total by<br><br>Financing<br><br>Class(2)
	(Dollars in millions)
Single-family:
20- and 30-year or<br><br>more, amortizing<br><br>fixed-rate	$10,935	$10,653	$7,146	$6,728	$380	$35,842	1%
15-year or less,<br><br>amortizing fixed-<br><br>rate	472	421	273	2	1	1,169	*
Adjustable-rate	65	36	27	—	9	137	1
Other	120	136	142	115	74	587	2
Total single-family	11,592	11,246	7,588	6,845	464	37,735	1
Multifamily	562	—	—	—	992	1,554	*
Total(3)	$12,154	$11,246	$7,588	$6,845	$1,456	$39,289	1%			For the Year Ended December 31, 2022
---	---	---	---	---	---	---	---
	Payment Delay (Only)
	Forbearance<br><br>Plan	Payment<br><br>Deferral	Trial<br><br>Modification<br><br>and<br><br>Repayment<br><br>Plans	Payment<br><br>Delay and<br><br>Term<br><br>Extension(1)	Payment<br><br>Delay, Term<br><br>Extension<br><br>and Interest<br><br>Rate<br><br>Reduction(1)	Total	Percentage<br><br>of Total by<br><br>Financing<br><br>Class(2)
	(Dollars in millions)
Single-family:
20- and 30-year<br><br>or more,<br><br>amortizing<br><br>fixed-rate	$15,697	$16,875	$5,287	$4,109	$11,342	$53,310	2%
15-year or less,<br><br>amortizing<br><br>fixed-rate	794	875	233	3	2	1,907	*
Adjustable-rate	90	76	36	—	39	241	1
Other	296	369	181	121	450	1,417	4
Total single-family	16,877	18,195	5,737	4,233	11,833	56,875	2
Multifamily	283	—	—	—	40	323	*
Total(3)	$17,160	$18,195	$5,737	$4,233	$11,873	$57,198	1%

*Represents less than 0.5% of total by financing class.

(1)Represents loans that received a contractual modification.

(2)Based on the amortized cost basis as of period end, divided by the period end amortized cost basis of the corresponding class of financing

receivable.

(3)Excludes $1.8 billion and $4.0 billion for the year ended December 31, 2023 and December 31, 2022, respectively, for loans that received

a loss mitigation activity during the period that paid off, repurchased or sold prior to period end. Also excludes loans that liquidated either

through foreclosure, deed-in-lieu of foreclosure, or a short sale. Loans may move from one category to another, as a result of the

restructuring(s) they received during the period.

| Notes to Consolidated Financial Statements | Mortgage Loans | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-33 | | --- | --- |

Our estimate of future credit losses uses a lifetime methodology, derived from modeled loan performance based on the

extensive historical experience of loans with similar risk characteristics, adjusted to reflect current conditions and

reasonable and supportable forecasts. The historical loss experience used in our single-family and multifamily credit

loss models includes the impact of the loss mitigation options provided to borrowers experiencing financial difficulty, and

also includes the impact of projected loss severities as a result of a loan default.

The following table summarizes the financial impacts of loan modifications and payment deferrals made to single-family

HFI loans presented by class of financing receivable. We discuss the qualitative impacts of forbearance plans,

repayment plans, and trial modifications earlier in this footnote. As a result, those loss mitigation options are excluded

from the table below.

	For the Year Ended December 31,
	2023			2022
	Weighted-<br><br>Average<br><br>Interest<br><br>Rate<br><br>Reduction	Weighted-<br><br>Average<br><br>Term<br><br>Extension<br><br>(in Months)	Average<br><br>Amount<br><br>Capitalized as<br><br>a Result of a<br><br>Payment<br><br>Delay(1)	Weighted-<br><br>Average<br><br>Interest<br><br>Rate<br><br>Reduction	Weighted-<br><br>Average<br><br>Term<br><br>Extension<br><br>(in Months)	Average<br><br>Amount<br><br>Capitalized as<br><br>a Result of a<br><br>Payment<br><br>Delay(1)
Loan by class of financing receivable:(2)
20- and 30-year or more, amortizing<br><br>fixed-rate	1.06%	171	$16,186	1.42%	179	$22,248
15-year or less, amortizing fixed-rate	1.62	72	14,236	2.54	55	19,276
Adjustable-rate	1.62	—	14,608	0.70	—	22,153
Other	1.36	189	20,910	1.80	187	22,773

(1)Represents the average amount of delinquency-related amounts that were capitalized as part of the loan balance. Amounts are in whole

dollars.

(2)Excludes the financial effects of modifications for loans that were paid off or otherwise liquidated as of period end.

The following table displays the amortized cost of HFI loans that defaulted during the period and had received a

completed modification or payment deferral in the twelve months prior to the payment default. The substantial majority

of loans that received a completed modification or a payment deferral during the fourth quarter of 2023 did not default

during the period. For purposes of this disclosure, we define loans that had a payment default as single-family loans

with completed modifications that are two or more months delinquent during the period; or multifamily loans with

completed modifications that are one or more months delinquent during the period. For loans that receive a forbearance

plan, repayment plan or trial modification, these loss mitigation options generally remain in default until the loan is no

longer delinquent as a result of the payment of all past-due amounts or as a result of a loan modification or payment

deferral. Therefore, forbearance plans, repayment plans and trial modifications are not included in default tables below.

	For the Year Ended December 31, 2023
		Payment Delay<br><br>as a Result of a<br><br>Payment<br><br>Deferral (Only)	Payment Delay<br><br>and Term<br><br>Extension	Payment Delay,<br><br>Term Extension,<br><br>Interest Rate<br><br>Reduction, and<br><br>Other	Total
	(Dollars in millions)
Single-family:
20- and 30-year or more, amortizing fixed-rate		$1,933	$1,078	$233	$3,244
15-year or less, amortizing fixed-rate		57	—	1	58
Adjustable-rate		5	—	2	7
Other		23	22	19	64
Total single-family		2,018	1,100	255	3,373
Multifamily		—	—	—	—
Total loans that subsequently defaulted(1)		$2,018	$1,100	$255	$3,373

(1)Represents amortized cost as of period end. Excludes loans that liquidated either through foreclosure, deed-in-lieu of foreclosure, or a

short sale.

| Notes to Consolidated Financial Statements | Mortgage Loans | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-34 | | --- | --- |

The following table displays the amortized cost of HFI loans that received a completed modification or payment deferral

on or after January 1, 2022, the date we adopted ASU 2022-02, through December 31, 2022 and that defaulted in the

period presented. The substantial majority of loans that received a completed modification or a payment deferral during

the fourth quarter of 2022 did not default during the period.

	For the Year Ended December 31, 2022
		Payment Delay<br><br>as a Result of a<br><br>Payment<br><br>Deferral (Only)	Payment Delay<br><br>and Term<br><br>Extension	Payment Delay,<br><br>Term Extension<br><br>and Interest<br><br>Rate Reduction	Total
	(Dollars in millions)
Single-family:
20- and 30-year or more, amortizing fixed-rate		$1,695	$258	$648	$2,601
15-year or less, amortizing fixed-rate		56	—	—	56
Adjustable-rate		7	—	3	10
Other		41	11	42	94
Total single-family		1,799	269	693	2,761
Multifamily		—	—	—	—
Total loans that subsequently defaulted(1)		$1,799	$269	$693	$2,761

(1)Represents amortized cost as of period end. Excludes loans that liquidated either through foreclosure, deed-in-lieu of foreclosure, or a

short sale.

The following tables display an aging analysis of HFI mortgage loans that were restructured during the twelve months

prior to December 31, 2023 and December 31, 2022, respectively, presented by portfolio segment and class of

financing receivable.

	As of December 31, 2023(1)
	30-59 Days<br><br>Delinquent	60-89 Days<br><br>Delinquent(2)	Seriously<br><br>Delinquent	Total<br><br>Delinquent	Current	Total
	(Dollars in millions)
Single-family:
20- and 30-year or more,<br><br>amortizing fixed-rate	$3,520	$2,323	$11,955	$17,798	$13,598	$31,396
15-year or less, amortizing<br><br>fixed-rate	111	76	409	596	473	1,069
Adjustable-rate	11	9	56	76	50	126
Other	61	39	165	265	252	517
Total single-family loans<br><br>modified	3,703	2,447	12,585	18,735	14,373	33,108
Multifamily	—	N/A	557	557	998	1,555
Total loans restructured(3)	$3,703	$2,447	$13,142	$19,292	$15,371	$34,663
Notes to Consolidated Financial Statements	Mortgage Loans
---		Fannie Mae (In conservatorship) 2023 Form 10-K	F-35
---	---
	As of December 31, 2022(1)
---	---	---	---	---	---	---
	30-59 Days<br><br>Delinquent	60-89 Days<br><br>Delinquent(2)	Seriously<br><br>Delinquent	Total<br><br>Delinquent	Current	Total
	(Dollars in millions)
Single-family:
20- and 30-year or more,<br><br>amortizing fixed-rate	$4,113	$2,785	$13,995	$20,893	$27,379	$48,272
15-year or less, amortizing<br><br>fixed-rate	147	114	552	813	962	1,775
Adjustable-rate	15	14	79	108	117	225
Other	113	67	365	545	755	1,300
Total single-family loans<br><br>modified	4,388	2,980	14,991	22,359	29,213	51,572
Multifamily	3	N/A	265	268	55	323
Total loans restructured(3)	$4,391	$2,980	$15,256	$22,627	$29,268	$51,895

(1)As of December, 31 2023, the substantial majority of loans that received a completed modification or a payment deferral during the fourth

quarter of 2023 were not delinquent as of December 31, 2023. As of December 31, 2022, the substantial majority of loans that received a

completed modification or a payment deferral during the fourth quarter of 2022 were not delinquent as of December 31, 2022.

(2)Multifamily loans 60-89 days delinquent are included in the seriously delinquent column.

(3)Represents the amortized cost basis as of period end.

Troubled Debt Restructuring Disclosures Prior to Our Adoption of ASU 2022-02

Prior to our adoption of ASU 2022-02, we accounted for a modification to the contractual terms of a loan that resulted in

granting a concession to a borrower experiencing financial difficulties as a TDR. In addition to formal loan modifications,

we accounted for informal restructurings as a TDR if we deferred more than three missed payments to a borrower

experiencing financial difficulty. We also classified bankruptcy relief provided to certain borrowers as TDRs. However,

our TDR accounting described herein was suspended for most of our loss mitigation activities through our election to

account for certain eligible loss mitigation activities occurring between March 2020 and January 1, 2022 under the

COVID-19 relief granted pursuant to the CARES Act and the Consolidated Appropriations Act of 2021. Effective January

1, 2022, we adopted ASU 2022-02, which eliminated TDR accounting prospectively for all restructurings occurring on or

after January 1, 2022. Loans that were restructured in a TDR prior to the adoption of ASU 2022-02 will continue to be

accounted for under the historical TDR accounting until the loan is paid off, liquidated or subsequently modified.

The substantial majority of the loan modifications accounted for as TDRs resulted from a payment delay, term

extension, interest rate reduction or a combination thereof. The average term extension of a single-family modified loan

was 145 months for the year ended December 31, 2021. The average interest rate reduction was 0.57 percentage

points for the year ended December 31, 2021.

The following table displays the number of loans and amortized cost of loans classified as a TDR during the period.

	For the Year Ended<br><br>December 31, 2021
	Number of<br><br>Loans	Amortized<br><br>Cost
	(Dollars in millions)
Single-family:
20- and 30-year or more, amortizing fixed rate	10,815	$1,717
15-year or less, amortizing fixed rate	1,165	93
Adjustable-rate	116	17
Other	524	56
Total single-family	12,620	1,883
Multifamily	—	—
Total TDRs	12,620	$1,883

For loans that defaulted in the period presented and that were classified as a TDR in the twelve months prior to the

default, the following table displays the number of loans and the amortized cost of these loans at the time of payment

| Notes to Consolidated Financial Statements | Mortgage Loans | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-36 | | --- | --- |

default. For purposes of this disclosure, we define loans that had a payment default as: single-family and multifamily

loans with completed modifications that liquidated during the period, either through foreclosure, deed-in-lieu of

foreclosure, or a short sale; single-family loans with completed modifications that are two or more months delinquent

during the period; or multifamily loans with completed modifications that are one or more months delinquent during the

period.

	For the Year Ended<br><br>December 31, 2021
	Number of<br><br>Loans	Amortized<br><br>Cost
	(Dollars in millions)
Single-family:
20- and 30-year or more, amortizing fixed rate	7,799	$1,302
15-year or less, amortizing fixed rate	489	37
Adjustable-rate	33	5
Other	922	166
Total single-family	9,243	1,510
Multifamily	—	—
Total TDRs that subsequently defaulted	9,243	$1,510

Nonaccrual Loans

The table below displays the accrued interest receivable written off through the reversal of interest income for

nonaccrual loans. See “Note 1, Summary of Significant Accounting Policies” for more information about our policy for

nonaccrual loans including information about our COVID-19-related nonaccrual policy.

		For the Year Ended December 31,
		2023	2022	2021
	(Dollars in millions)
Accrued interest receivable written off through the reversal of interest<br><br>income:
Single-family		$325	$61	$163
Multifamily		49	1	1

The table below includes the amortized cost of and interest income recognized on our HFI single-family and multifamily

loans on nonaccrual status by class, excluding loans for which we have elected the fair value option.

	As of December 31,				For the Year Ended December 31,
	2023	2022	2021	2020	2023	2022	2021
	Amortized Cost(1)				Total Interest Income Recognized(2)
	(Dollars in millions)
Single-family:
20- and 30-year or more,<br><br>amortizing fixed-rate	$21,971	$9,447	$17,599	$22,907	$379	$207	$292
15-year or less, amortizing fixed-<br><br>rate	727	200	430	853	9	4	6
Adjustable-rate	109	53	107	270	2	1	1
Other	508	617	1,101	2,475	10	11	15
Total single-family	23,315	10,317	19,237	26,505	400	223	314
Multifamily	1,890	2,200	1,259	2,069	41	75	14
Total nonaccrual loans	$25,205	$12,517	$20,496	$28,574	$441	$298	$328

(1)Amortized cost is presented net of any write-offs, which are recognized when a loan balance is deemed uncollectible.

| Notes to Consolidated Financial Statements | Mortgage Loans | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-37 | | --- | --- |

(2)Interest income recognized includes amortization of any deferred cost basis adjustments while the loan is performing and that is not

reversed when the loan is placed on nonaccrual status. For loans negatively impacted by the COVID-19 pandemic, also includes amounts

accrued but not collected prior to the loan being placed on nonaccrual status. For single-family, interest income recognized includes

payments received on nonaccrual loans held as of period end.

Non-Cash Activities Related to Mortgage Loans

The table below displays non-cash activities related to mortgage loans.

		For the Year Ended December 31,
		2023	2022	2021
	(Dollars in millions)
Non-cash activities related to mortgage loans:
Mortgage loans acquired by assuming debt		$140,162	$246,883	$398,026
Net transfers from mortgage loans of Fannie Mae to mortgage loans of<br><br>consolidated trusts		117,885	265,066	663,849
Mortgage loans received by consolidated trusts to satisfy advances to lenders		103,141	185,203	384,700
Transfers from mortgage loans to acquired property		4,160	2,344	3,000

Subsequent to the issuance of our 2022 consolidated financial statements, we identified an error in the disclosure of

non-cash activities of mortgage loans acquired by assuming debt, presented as supplemental information to the

consolidated statement of cash flows for the year ended December 31, 2022. We concluded that $61,678 million of non-

cash activities was excluded from the previously reported amount of $185,205 million in the disclosure. Therefore, we

restated the disclosure to $246,883 million for the year ended December 31, 2022. We concluded this correction was

immaterial to our consolidated financial statements for the year ended December 31, 2022.

5.  Allowance for Loan Losses

We maintain an allowance for loan losses for HFI loans held by Fannie Mae and by consolidated Fannie Mae MBS

trusts, excluding loans for which we have elected the fair value option. When calculating our allowance for loan losses,

we consider the unpaid principal balance, net of unamortized premiums and discounts, and other cost basis

adjustments of HFI loans at the balance sheet date. We record write-offs as a reduction to our allowance for loan losses

at the point of foreclosure, completion of a short sale, upon the redesignation of nonperforming and reperforming loans

from HFI to HFS or when a loan is determined to be uncollectible.

| Notes to Consolidated Financial Statements | Mortgage Loans | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-38 | | --- | --- |

The following table displays changes in our allowance for single-family loans, multifamily loans and total allowance for

loan losses. The benefit or provision for loan losses excludes provision for accrued interest receivable losses, guaranty

loss reserves and credit losses on AFS debt securities. Cumulatively, these amounts are recognized as “Benefit

(provision) for credit losses” in our consolidated statements of operations and comprehensive income.

	For the Year Ended December 31,
	2023	2022	2021
	(Dollars in millions)
Single-family allowance for loan losses:
Beginning balance	$(9,443)	$(4,950)	$(9,344)
Benefit (provision) for loan losses	2,079	(5,061)	4,503
Write-offs	873	883	417
Recoveries	(203)	(276)	(419)
Other	23	(39)	(107)
Ending balance	$(6,671)	$(9,443)	$(4,950)
Multifamily allowance for loan losses:
Beginning balance	$(1,904)	$(679)	$(1,208)
Benefit (provision) for loan losses	(497)	(1,245)	519
Write-offs	401	43	59
Recoveries	(59)	(23)	(49)
Ending balance	$(2,059)	$(1,904)	$(679)
Total allowance for loan losses:
Beginning balance	$(11,347)	$(5,629)	$(10,552)
Benefit (provision) for loan losses	1,582	(6,306)	5,022
Write-offs	1,274	926	476
Recoveries	(262)	(299)	(468)
Other	23	(39)	(107)
Ending balance	$(8,730)	$(11,347)	$(5,629)

Our benefit or provision for loan losses can vary substantially from period to period based on a number of factors, such

as changes in actual and forecasted home prices or property valuations, fluctuations in actual and forecasted interest

rates, borrower payment behavior, events such as natural disasters or pandemics, the type, volume and effectiveness of

our loss mitigation activities, including forbearances and loan modifications, the volume of foreclosures completed, and

the volume and pricing of loans redesignated from HFI to HFS. Our benefit or provision can also be impacted by

updates to the models, assumptions, and data used in determining our allowance for loan losses.

Our single-family benefit for loan losses for 2023 was primarily driven by a benefit from actual and forecasted home

price growth, partially offset by a provision from changes in loan activity and a provision relating to the redesignation of

loans from HFI to HFS, as described below:

•Benefit from actual and forecasted home price growth. During 2023, we observed stronger than expected

actual and forecasted home price appreciation. Higher home prices decrease the likelihood that loans will

default and reduce the amount of losses on loans that do default, which impacts our estimate of losses and

ultimately reduces our loss reserves and provision for loan losses.

•Provision from changes in loan activity, which includes provision on newly acquired loans. This was primarily

driven by the credit risk profile of our 2023 single-family acquisitions, which had a higher proportion of purchase

loans compared with our 2022 single-family acquisitions. Purchase loans generally have higher origination LTV

ratios than refinance loans. This factor drove a higher estimated risk of default and loss severity in the

allowance and therefore a higher credit loss provision for those loans at the time of acquisition.

•Provision from redesignation of loans from HFI to HFS. In 2023 we redesignated certain nonperforming and

reperforming single-family loans from HFI to HFS, as we no longer intended to hold them for the foreseeable

future or to maturity. Upon redesignation, these loans had an amortized cost of $3.3 billion with a related

allowance of $42 million. Since interest rates on the loans were below current market interest rates, their

| Notes to Consolidated Financial Statements | Allowance for Loan Losses | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-39 | | --- | --- |

carrying value exceeded their fair value at the time of redesignation, which resulted in a write-off against the

allowance of $658 million, with a net impact of $616 million in additional provision for loan losses.

The primary factors that contributed to our single-family provision for loan losses for 2022 were:

•Net provision from actual and forecasted home prices. Provision from home price changes was primarily driven

by our home price forecast, which estimated home price declines in 2023 and 2024. Lower forecasted home

prices increase the likelihood that loans will default and increase the amount of credit loss on loans that do

default, which increased our estimate of loss reserves and provision for loan losses.

•Provision from changes in loan activity, which includes provision on newly acquired loans. The portion of our

single-family acquisitions consisting of purchase loans increased in 2022 compared with 2021. In addition, in

2022, our loan loss provision also increased as our more negative home price forecast increased our estimate

of losses on newly acquired loans.

•Provision from higher actual and projected interest rates. As mortgage rates increased, we expected a

decrease in future prepayments on single-family loans, including modified loans accounted for as TDRs. Lower

expected prepayments extended the expected lives of these loans resulting in an increase in expected losses.

For TDR loans, longer expected lives also increase the expected impairment relating to economic concessions

provided on them, resulting in a provision for loan losses.

The increase in single-family write-offs in 2022 compared with 2021 was primarily driven by higher lower-of-cost-or-

market adjustments at the time of loan redesignation due to price declines on our HFS loans as interest rates rose

during the year. In addition, we had higher write-offs on single-family loans that went into foreclosure in 2022.

The primary factors that contributed to our multifamily provision for loan losses in 2023 were:

•Provision from changes in loan activity. This was primarily driven by new acquisitions resulting in book growth,

as well as increased delinquencies and declining DSCRs on the multifamily guaranty book, particularly in

instances where the DSCR declined to at or below a 1.0x coverage ratio.

•Provision from actual and projected economic data. Multifamily property values decreased throughout 2023,

which resulted in higher estimated LTV ratios on the loans in our multifamily guaranty book of business,

resulting in a provision for loan losses.

Our seniors housing loans were not a driver of our multifamily provision for loan losses in 2023, as our estimate of

losses related to these loans has decreased slightly since year-end 2022 as a result of loss mitigation activities

performed on this portfolio in 2023 and some recovery in property financials. However, our allowance for seniors

housing loans remained elevated as of December 31, 2023. These properties continue to be stressed from the effects of

the COVID-19 pandemic and ongoing economic trends and have not recovered to pre-pandemic levels.

Multifamily write-offs for 2023 were primarily due to the write-off of a specific seniors housing portfolio in 2023. The

seniors housing loans in our guaranty book of business are still recovering from being disproportionately affected by the

COVID-19 pandemic and ongoing economic trends, as well as other factors.

The primary factors that contributed to our multifamily provision for loan losses in 2022 were:

•Provision relating to our multifamily seniors housing portfolio. As of December 31, 2022, our estimate of credit

losses reflected an increased probability of default and greater expected severity of loss on our seniors housing

portfolio. As of December 31, 2022, nearly all of the seniors housing loans in our guaranty book of business

were current on their payments. However, our seniors housing portfolio was disproportionately impacted by

market conditions, which resulted in higher expected losses on this portfolio.

Seniors housing was negatively impacted by elevated vacancy rates and higher operating costs, which were

exacerbated by inflation pressures. This reduced the net operating income on many seniors housing properties,

which in turn led to lower estimated property values. These factors, combined with increased costs associated

with adjustable-rate mortgages due to a sharp rise in short-term interest rates during the latter half of 2022, put

additional stress on our seniors housing portfolio and increased our estimate of credit losses on these loans. As

of December 31, 2022, our seniors housing portfolio had an unpaid principal balance of $16.6 billion, of which

39% were adjustable-rate mortgages.

•Provision for higher actual and projected interest rates. Rising interest rates may reduce the ability of

multifamily borrowers to refinance their loans, which often have balloon balances at maturity, increasing our

provision for loan losses. Additionally, rising interest rates increase the chance that multifamily borrowers with

adjustable-rate mortgages may default due to higher payments if the property net operating income is not

increasing at a similar pace.

| Notes to Consolidated Financial Statements | Allowance for Loan Losses | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-40 | | --- | --- |

6.  Investments in Securities

Trading Securities

Trading securities are recorded at fair value with subsequent changes in fair value recorded as “Fair value gains, net” in

our consolidated statements of operations and comprehensive income. The following table displays our investments in

trading securities.

	As of December 31,
	2023	2022
	(Dollars in millions)
Mortgage-related securities (includes $364 million and $427 million, respectively, related to<br><br>consolidated trusts)	$4,770	$3,211
Non-mortgage-related securities (includes $5.7 billion and $3.9 billion, respectively, pledged as<br><br>collateral)(1)	47,782	46,918
Total trading securities	$52,552	$50,129

(1)Primarily includes U.S. Treasury securities.

The following table displays information about our net trading gains (losses).

	For the Year Ended December 31,
	2023
	(Dollars in millions)
Net trading gains (losses)		1,006	(3,504)	$(1,060)
Net trading gains (losses) recognized in the period related to securities still<br><br>held at period end		1,041	(2,865)	(997)

All values are in US Dollars.

Available-for-Sale Securities

We record AFS securities at fair value with unrealized gains and losses, recorded net of tax, as a component of “Other

comprehensive loss” and we recognize realized gains and losses from the sale of AFS securities in “Investment gains

(losses), net” in our consolidated statements of operations and comprehensive income. We define the amortized cost

basis of our AFS securities as unpaid principal balance, net of unamortized premiums and discounts, and other cost

basis adjustments. We record an allowance for credit losses for AFS securities that reflects the impairment for credit

losses, which are limited to the amount that fair value is less than the amortized cost. Impairment due to non-credit

losses are recorded as unrealized losses within “Other comprehensive loss.”

The following tables display the amortized cost, allowance for credit losses, gross unrealized gains and losses in

accumulated other comprehensive income (loss) (“AOCI”), and fair value by major security type for AFS securities.

	As of December 31, 2023
	Total<br><br>Amortized<br><br>Cost
	(Dollars in millions)
Agency securities		405	—	1	(29)	$377
Other mortgage-related securities		179	(2)	10	—	187
Total		584	(2)	11	(29)	$564

All values are in US Dollars.

	As of December 31, 2022
	Total<br><br>Amortized<br><br>Cost
	(Dollars in millions)
Agency securities		445	—	3	(22)	$426
Other mortgage-related securities		269	(3)	5	(1)	270
Total		714	(3)	8	(23)	$696

All values are in US Dollars.

| Notes to Consolidated Financial Statements | Investments in Securities | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-41 | | --- | --- |

Agency AFS securities consist of securities issued by us, Freddie Mac, or Ginnie Mae. The principal and interest on

these securities are guaranteed by the issuing agency. We believe that the guaranty provided by the issuing agency, the

support provided to the agencies by the U.S. government, the importance of the agencies to the liquidity and stability in

the secondary mortgage market, and the long history of zero credit losses on agency mortgage-related securities are all

indicators that there are currently no credit losses on these securities, even if the security is in an unrealized loss

position. In addition, we generally hold these securities that are in an unrealized loss position to recovery. As a result,

unless we intend to sell the security, we do not recognize an allowance for credit losses on agency mortgage-related

securities.

The following table displays additional information regarding gross unrealized losses and fair value by major security

type for AFS securities in an unrealized loss position, excluding allowance for credit losses.

	As of December 31,
	2023
	Less Than 12<br><br>Consecutive Months
	Gross<br><br>Unrealized<br><br>Losses in<br><br>AOCI		Fair Value		Fair Value		Fair Value		Fair<br><br>Value
	(Dollars in millions)
Agency securities		$(3)	66	$(26)	238	$(12)	161	$(10)	$159
Other mortgage-related securities		—	—	—	—	(1)	8	—	—
Total		$(3)	66	$(26)	238	$(13)	169	$(10)	$159

All values are in US Dollars.

There were no sales of AFS securities during the years ended December 31, 2023 or 2022. For the year ended

December 31, 2021, we had $582 million in proceeds from sales of AFS securities that resulted in $59 million in gross

realized gains.

We held no securities classified as held-to-maturity as of December 31, 2023 or 2022.

7.  Financial Guarantees

We recognize a guaranty obligation for our obligation to stand ready to perform on our guarantees to unconsolidated

trusts and other guaranty arrangements. These off-balance sheet guarantees expose us to credit losses primarily

relating to the unpaid principal balance of our unconsolidated Fannie Mae MBS and other financial guarantees. The

maximum remaining contractual term of our guarantees is 29 years; however, the actual term of each guaranty may be

significantly less than the contractual term based on the prepayment characteristics of the related mortgage loans. We

measure our guaranty reserve for estimated credit losses for off-balance sheet exposures over the contractual period

for which they are exposed to the credit risk, unless that obligation is unconditionally cancellable by the issuer.

As the guarantor of structured securities backed in whole or in part by Freddie Mac-issued securities, we extend our

guaranty to the underlying Freddie Mac securities in our resecuritization trusts. However, Freddie Mac continues to

guarantee the payment of principal and interest on the underlying Freddie Mac securities that we have resecuritized.

When we began issuing UMBS, we entered into an indemnification agreement under which Freddie Mac agreed to

indemnify us for losses caused by its failure to meet its payment or other specified obligations under the trust

agreements pursuant to which the underlying resecuritized securities were issued. As a result, and due to the funding

commitment available to Freddie Mac through its senior preferred stock purchase agreement with Treasury, we have

concluded that the associated credit risk is negligible. Accordingly, we exclude from the following table Freddie Mac

securities backing unconsolidated Fannie Mae-issued structured securities of $215.6 billion and $234.0 billion as of

December 31, 2023 and 2022, respectively.

| Notes to Consolidated Financial Statements | Investments in Securities | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-42 | | --- | --- |

The following table displays our off-balance sheet maximum exposure, guaranty obligation recognized in our

consolidated balance sheets and the potential maximum recovery from third parties through available credit

enhancements and recourse related to our financial guarantees.

	As of December 31,
	2023
	Maximum<br><br>Exposure
		(Dollars in millions)
Unconsolidated Fannie Mae MBS		2,778	14	2,713	3,139	15	$3,058
Other guaranty arrangements(2)		9,154	65	1,967	9,573	79	2,012
Total		11,932	79	4,680	12,712	94	$5,070

All values are in US Dollars.

(1)Recoverability of such credit enhancements and recourse is subject to, among other factors, the ability of our mortgage insurers and the

U.S. government, as a financial guarantor, to meet their obligations to us. For information on our mortgage insurers, see “Note 14,

Concentrations of Credit Risk.”

(2)Primarily consists of credit enhancements and long-term standby commitments.

8.  Short-Term and Long-Term Debt

Short-Term Debt

The following table displays our outstanding short-term debt (debt with an original contractual maturity of one year or

less) and weighted-average interest rates of this debt.

	As of December 31,
	2023		2022
	Outstanding	Weighted-<br><br>Average<br><br>Interest Rate(1)	Outstanding	Weighted-<br><br>Average<br><br>Interest Rate(1)
	(Dollars in millions)
Short-term debt of Fannie Mae	$17,314	5.13%	$10,204	3.93%

(1)Includes the effects of discounts, premiums and other cost basis adjustments.

| Notes to Consolidated Financial Statements | Financial Guarantees | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-43 | | --- | --- |

Long-Term Debt

Long-term debt represents debt with an original contractual maturity of greater than one year. The following table

displays our outstanding long-term debt.

	As of December 31,
	2023			2022
	Maturities	Outstanding(1)	Weighted-<br><br>Average<br><br>Interest<br><br>Rate(2)	Maturities	Outstanding(1)	Weighted-<br><br>Average<br><br>Interest<br><br>Rate(2)
	(Dollars in millions)
Senior fixed:
Benchmark notes and bonds	2024 - 2030	$54,727	2.79%	2023 - 2030	$72,261	2.35%
Medium-term notes(3)	2024 - 2031	42,217	1.58	2023 - 2031	39,476	0.78
Other(4)	2024 - 2038	6,787	3.98	2023 - 2038	6,778	4.00
Total senior fixed		103,731	2.40		118,515	1.94
Senior floating:
Connecticut Avenue Securities(5)	2024 - 2031	2,752	11.12	2023 - 2031	5,207	8.80
Other(6)	2037	268	8.79	2037	242	10.00
Total senior floating		3,020	10.92		5,449	8.86
Total long-term debt of Fannie Mae(7)		106,751	2.63		123,964	2.23
Debt of consolidated trusts	2024 - 2062	4,098,653	2.56	2023 - 2062	4,087,720	2.47
Total long-term debt		$4,205,404	2.57%		$4,211,684	2.47%

(1)Outstanding debt balance consists of the unpaid principal balance, premiums and discounts, fair value adjustments, hedge-related basis

adjustments, and other cost basis adjustments.

(2)Excludes the effects of fair value adjustments and hedge-related basis adjustments.

(3)Includes long-term debt with an original contractual maturity of greater than 1 year and up to 10 years, excluding zero-coupon debt.

(4)Includes other long-term debt with an original contractual maturity of greater than 10 years and foreign exchange bonds.

(5)Consists of CAS debt issued prior to November 2018, a portion of which is reported at fair value.

(6)Consists of structured debt instruments that are reported at fair value.

(7)Includes unamortized discounts and premiums, fair value adjustments, hedge-related cost basis adjustments, and other cost basis

adjustments in a net discount position of $4.0 billion and $5.1 billion as of December 31, 2023 and 2022, respectively.

Our long-term debt includes a variety of debt types. We issue fixed and floating-rate medium-term notes with maturities

greater than one year that are issued through dealer banks. We also offer Benchmark Notes® that provide increased

efficiency, liquidity and tradability to the market through regularly-scheduled issuance dates that are used if needed

during the year. Additionally, we have historically issued notes and bonds denominated in a foreign currency but have

not issued any foreign currency debt in the periods presented. We effectively convert all outstanding foreign currency-

denominated transactions into U.S. dollars through the use of foreign currency swaps for the purpose of funding our

mortgage assets. Our long-term debt also includes CAS securities issued prior to November 2018, which are credit risk-

sharing securities that transfer a portion of the credit risk on specified pools of single-family mortgage loans to the

investors in these securities.

Our other long-term debt includes callable and non-callable securities, which include all long-term non-Benchmark

securities, such as zero-coupon bonds, fixed rate and other long-term securities, and are generally negotiated

underwritings with one or more dealers or dealer banks.

Characteristics of Debt

As of December 31, 2023 and 2022, the face amount of our debt securities of Fannie Mae was $128.1 billion and

$139.3 billion, respectively. As of December 31, 2023, we had zero-coupon debt with a face amount of $11.6 billion,

which had an effective interest rate of 5.06%. As of December 31, 2022, we had zero-coupon debt with a face amount

of $10.0 billion, which had an effective interest rate of 3.91%.

We issue callable debt instruments to manage the duration and prepayment risk of expected cash flows of the mortgage

assets we own. Our outstanding debt as of December 31, 2023 and 2022 included $43.8 billion and $43.3 billion,

respectively, of callable debt that could be redeemed, in whole or in part, at our option on or after a specified date.

| Notes to Consolidated Financial Statements | Short-Term and Long-Term Debt | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-44 | | --- | --- |

The following table displays the amount of our long-term debt as of December 31, 2023 by year of maturity for each of

the years 2024 through 2028 and thereafter. The first column assumes that we pay off this debt at maturity or on the call

date if the call has been announced, while the second column assumes that we redeem our callable debt at the next

available call date.

	Long-Term Debt by<br><br>Year of Maturity
	(Dollars in millions)
2024		23,354	$54,192
2025		39,026	21,153
2026		10,289	6,983
2027		5,974	4,170
2028		3,681	1,462
Thereafter		24,427	18,791
Total long-term debt of Fannie Mae(1)		106,751	106,751
Debt of consolidated trusts(2)		4,098,653	4,098,653
Total long-term debt		4,205,404	$4,205,404

All values are in US Dollars.

(1)Includes unamortized discounts and premiums, fair value adjustments, hedge-related cost basis adjustments, and other cost basis

adjustments.

(2)Contractual maturity of debt of consolidated trusts is not a reliable indicator of expected maturity because borrowers of the underlying

loans generally have the right to prepay their obligations at any time.

9.  Derivative Instruments

Derivative instruments are an integral part of our strategy in managing interest-rate risk. Derivative instruments may be

privately-negotiated, bilateral contracts, or they may be listed and traded on an exchange. We refer to our derivative

transactions made pursuant to bilateral contracts as our over-the-counter (“OTC”) derivative transactions and our

derivative transactions accepted for clearing by a derivatives clearing organization as our cleared derivative

transactions. We typically do not settle the notional amount of our risk management derivatives; rather, notional

amounts provide the basis for calculating actual payments or settlement amounts. The derivative contracts we use for

interest-rate risk management purposes fall into these broad categories:

•Interest-rate swap contracts. An interest-rate swap is a transaction between two parties in which each party

agrees to exchange payments tied to different interest rates or indices for a specified period of time, generally

based on a notional amount of principal. The types of interest-rate swaps we use include pay-fixed swaps,

receive-fixed swaps and basis swaps.

•Interest-rate option contracts. These contracts primarily include pay-fixed swaptions, receive-fixed swaptions,

cancellable swaps and interest-rate caps. A swaption is an option contract that allows us or a counterparty to

enter into a pay-fixed or receive-fixed swap at some point in the future.

•Foreign currency swaps. These swaps convert debt that we issue in foreign denominated currencies into U.S.

dollars. We enter into foreign currency swaps only to the extent that we hold foreign currency debt.

•Futures. These are standardized exchange-traded contracts that either obligate a buyer to buy an asset at a

predetermined date and price or a seller to sell an asset at a predetermined date and price. The types of

futures contracts we enter into include SOFR and U.S. Treasury.

We account for certain forms of credit risk transfer transactions as derivatives. In our credit risk transfer transactions, a

portion of the credit risk associated with losses on a reference pool of mortgage loans is transferred to a third party. We

enter into derivative transactions that are associated with some of our credit risk transfer transactions, whereby we

manage investment risk to guarantee that certain unconsolidated VIEs have sufficient cash flows to pay their contractual

obligations.

We enter into forward purchase and sale commitments that lock in the future delivery of mortgage loans and mortgage-

related securities at a fixed price or yield. Certain commitments to purchase mortgage loans and purchase or sell

mortgage-related securities meet the criteria of a derivative. We typically settle the notional amount of our mortgage

commitments that are accounted for as derivatives.

We recognize all derivatives as either assets or liabilities in our consolidated balance sheets at their fair value on a

trade-date basis. Fair value amounts, which are (1) netted to the extent a legal right of offset exists and is enforceable

by law at the counterparty level and (2) inclusive of the right or obligation associated with the cash collateral posted or

| Notes to Consolidated Financial Statements | Short-Term and Long-Term Debt | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-45 | | --- | --- |

received, are recorded in “Other assets” or “Other liabilities” in our consolidated balance sheets. See “Note 16, Fair

Value” for additional information on derivatives recorded at fair value. We present cash flows from derivatives as

operating activities in our consolidated statements of cash flows.

Fair Value Hedge Accounting

Pursuant to our fair value hedge accounting program, we may designate certain interest-rate swaps as hedging

instruments in hedges of the change in fair value attributable to the designated benchmark interest rate for certain

closed pools of fixed-rate, single-family mortgage loans or our funding debt. For hedged items in qualifying fair value

hedging relationships, changes in fair value attributable to the designated risk are recognized as a basis adjustment to

the hedged item. We also report changes in the fair value of the derivative hedging instrument in the same consolidated

statements of operations and comprehensive income line item used to recognize the earnings effect of the hedged

item’s basis adjustment. The objective of our fair value hedges is to reduce GAAP earnings volatility related to changes

in benchmark interest rates.

| Notes to Consolidated Financial Statements | Derivative Instruments | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-46 | | --- | --- |

Notional and Fair Value Position of our Derivatives

The following table displays the notional amount and estimated fair value of our asset and liability derivative

instruments.

	As of December 31,
	2023			2022
	Notional<br><br>Amount	Estimated Fair Value		Notional<br><br>Amount	Estimated Fair Value
		Asset<br><br>Derivatives	Liability<br><br>Derivatives		Asset<br><br>Derivatives	Liability<br><br>Derivatives
	(Dollars in millions)
Risk management derivatives designated as<br><br>hedging instruments:
Swaps:(1)
Pay-fixed	$9,954	$—	$—	$5,582	$—	$—
Receive-fixed	28,587	—	—	33,276	—	—
Total risk management derivatives<br><br>designated as hedging instruments	38,541	—	—	38,858	—	—
Risk management derivatives not designated<br><br>as hedging instruments:
Swaps:(1)
Pay-fixed	136,648	—	—	97,808	—	—
Receive-fixed	115,288	76	(3,085)	99,799	1	(4,525)
Basis	250	44	—	41,250	25	—
Foreign currency	316	—	(66)	300	—	(98)
Swaptions:(1)
Pay-fixed	5,816	195	(12)	5,286	204	(18)
Receive-fixed	2,666	13	(60)	2,136	7	(45)
Futures(1)	32	—	—	—	—	—
Total risk management derivatives not<br><br>designated as hedging instruments	261,016	328	(3,223)	246,579	237	(4,686)
Netting adjustment(2)	—	(283)	3,200	—	(154)	4,662
Total risk management derivatives portfolio	299,557	45	(23)	285,437	83	(24)
Mortgage commitment derivatives:
Mortgage commitments to purchase whole<br><br>loans	2,734	14	—	2,596	4	(8)
Forward contracts to purchase mortgage-<br><br>related securities	14,264	98	(2)	17,808	50	(57)
Forward contracts to sell mortgage-related<br><br>securities	43,942	—	(102)	35,302	35	(13)
Total mortgage commitment derivatives	60,940	112	(104)	55,706	89	(78)
Credit enhancement derivatives	27,624	45	(13)	23,784	3	(66)
Derivatives at fair value	$388,121	$202	$(140)	$364,927	$175	$(168)

(1)Centrally cleared derivatives have no ascribable fair value because the positions are settled daily.

(2)The netting adjustment represents the effect of the legal right to offset under legally enforceable master netting arrangements to settle with

the same counterparty on a net basis, including cash collateral posted and received. Cash collateral posted was $2.9 billion and $4.5

billion as of December 31, 2023 and 2022, respectively. Cash collateral received was $5 million as of December 31, 2023 and 2022.

| Notes to Consolidated Financial Statements | Derivative Instruments | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-47 | | --- | --- |

We record all gains and losses, including accrued interest, on derivatives while they are not in a qualifying hedging

relationship in “Fair value gains, net” in our consolidated statements of operations and comprehensive income. The

following table displays, by type of derivative instrument, the fair value gains and losses, net on our derivatives.

	For the Year Ended December 31,
	2023	2022	2021
	(Dollars in millions)
Risk management derivatives:
Swaps:
Pay-fixed	$(1,441)	$5,541	$2,207
Receive-fixed	2,441	(4,788)	(1,783)
Basis	39	(143)	(51)
Foreign currency	32	(87)	(26)
Swaptions:
Pay-fixed	(2)	142	38
Receive-fixed	(10)	(19)	(217)
Futures	—	(1)	1
Net contractual interest income (expense) on interest-rate swaps	(711)	(265)	16
Total risk management derivatives fair value gains, net	348	380	185
Mortgage commitment derivatives fair value gains, net	120	2,708	551
Credit enhancement derivatives fair value gains (losses), net	46	(97)	(178)
Total derivatives fair value gains, net	$514	$2,991	$558

Effect of Fair Value Hedge Accounting

The following table displays the effect of fair value hedge accounting on our consolidated statement of operations and

comprehensive income, including gains and losses recognized on fair value hedging relationships.

		For the Year Ended December 31,
		2023		2022
		Interest<br><br>Income:<br><br>Mortgage<br><br>Loans	Interest<br><br>Expense:<br><br>Long-<br><br>Term<br><br>Debt	Interest<br><br>Income:<br><br>Mortgage<br><br>Loans	Interest<br><br>Expense:<br><br>Long-<br><br>Term<br><br>Debt
	(Dollars in millions)
Total amounts presented in our consolidated statements of operations and<br><br>comprehensive income		$133,234	$(110,269)	$117,813	$(90,798)
Gains (losses) from fair value hedging relationships:
Mortgage loans HFI and related interest-rate contracts:
Hedged items		$398	$—	$(790)	$—
Discontinued hedge-related basis adjustment amortization		56	—	28	—
Derivatives designated as hedging instruments		(430)	—	785	—
Interest accruals on derivative hedging instruments		155	—	13	—
Debt of Fannie Mae and related interest-rate contracts:
Hedged items		—	(128)	—	3,978
Discontinued hedge-related basis adjustment amortization		—	(834)	—	(524)
Derivatives designated as hedging instruments		—	682	—	(3,321)
Interest accruals on derivative hedging instruments		—	(888)	—	(240)
Gains (losses) recognized in net interest income on fair value hedging relationships		$179	$(1,168)	$36	$(107)
Notes to Consolidated Financial Statements	Derivative Instruments
---		Fannie Mae (In conservatorship) 2023 Form 10-K	F-48
---	---

Hedged Items in Fair Value Hedging Relationships

The following table displays the carrying amounts of the hedged items that have been in qualifying fair value hedges

recorded in our consolidated balance sheets, including the hedged item’s cumulative basis adjustments and the closed

portfolio balances under the portfolio layer method. The hedged item carrying amounts and total basis adjustments

include both open and discontinued hedges. The amortized cost and designated UPB consists only of open hedges as

of December 31, 2023.

	As of December 31, 2023
	Carrying<br><br>Amount Assets<br><br>(Liabilities)	Cumulative Amount of Fair Value<br><br>Hedging Basis Adjustments<br><br>Included in the Carrying Amount		Closed Portfolio of Mortgage Loans<br><br>Under Portfolio Layer Method
		Total Basis<br><br>Adjustments(1)(2)	Remaining<br><br>Adjustments -<br><br>Discontinued<br><br>Hedge	Total Amortized<br><br>Cost	Designated UPB
	(Dollars in millions)
Mortgage loans HFI	$449,137	$(174)	$(174)	$218,419	$9,955
Debt of Fannie Mae	(59,462)	3,751	3,751	N/A	N/A			As of December 31, 2022
---	---	---	---	---	---
	Carrying<br><br>Amount Assets<br><br>(Liabilities)	Cumulative Amount of Fair Value<br><br>Hedging Basis Adjustments<br><br>Included in the Carrying Amount		Closed Portfolio of Mortgage Loans<br><br>Under Portfolio Layer Method
		Total Basis<br><br>Adjustments(1)(2)	Remaining<br><br>Adjustments -<br><br>Discontinued<br><br>Hedge	Total Amortized<br><br>Cost	Designated UPB
	(Dollars in millions)
Mortgage loans HFI	$293,788	$(628)	$(628)	$98,377	$5,187
Debt of Fannie Mae	(73,790)	4,713	4,713	N/A	N/A

(1)No basis adjustment associated with open hedges, as all hedges are designated at the close of business, with a one-day term.

(2)Based on the unamortized balance of the hedge-related cost basis.

Derivative Counterparty Credit Exposure

Our derivative counterparty credit exposure relates principally to interest-rate derivative contracts. We are exposed to

the risk that a counterparty in a derivative transaction will default on payments due to us, which may require us to seek

a replacement derivative from a different counterparty. This replacement may be at a higher cost, or we may be unable

to find a suitable replacement. We manage our derivative counterparty credit exposure relating to our risk management

derivative transactions mainly through enforceable master netting arrangements, which allow us to net derivative assets

and liabilities with the same counterparty or clearing organization and clearing member. For our OTC derivative

transactions, we require counterparties to post collateral, which may include cash, U.S. Treasury securities, agency debt

and agency mortgage-related securities. See “Note 15, Netting Arrangements” for information on our rights to offset

assets and liabilities as of December 31, 2023 and 2022.

For certain OTC derivatives, the amount of collateral we pledge to counterparties related to our derivative instruments is

determined after considering our credit ratings. Currently, our long-term senior debt is rated AA+ or above by the three

major rating agencies. If our long-term senior debt credit ratings were downgraded to established thresholds in our OTC

derivative contracts, which range from A3/A- to Baa2/BBB or below, we would be required to provide additional

collateral to certain counterparties. The aggregate fair value of our OTC derivative instruments with credit-risk-related

contingent features that were in a net liability position was $1.8 billion and $2.8 billion, for which we posted collateral of

$1.6 billion and $2.6 billion as of December 31, 2023 and 2022, respectively. If our credit ratings were downgraded to

Baa2/BBB or below, the maximum additional collateral we would have been required to post to our counterparties as of

December 31, 2023 and 2022 would have been $798 million and $1.1 billion, respectively.

| Notes to Consolidated Financial Statements | Derivative Instruments | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-49 | | --- | --- |

10.  Income Taxes

Provision for Federal Income Taxes

We are subject to federal income tax, but we are exempt from state and local income taxes. The following table displays

the components of our provision for federal income taxes.

	For the Year Ended December 31,
	2023	2022	2021
	(Dollars in millions)
Current income tax benefit (provision)	$(3,317)	$(3,505)	$(5,521)
Deferred income tax benefit (provision)(1)	(1,231)	195	(252)
Provision for federal income taxes	$(4,548)	$(3,310)	$(5,773)

(1)Amount excludes the current income tax effect of items recognized directly in “Total stockholders' equity.”

The following table displays the difference between the statutory corporate tax rate and our effective tax rate.

	For the Year Ended December 31,
	2023			2022			2021
Statutory corporate tax rate		21.0	%		21.0	%		21.0	%
Research tax credits		(0.2)			(1.5)			—
Equity investments in affordable housing projects		(0.2)			(0.1)			(0.1)
Valuation allowance		0.1			0.7			—
Other		—			0.3			(0.2)
Effective tax rate		20.7	%		20.4	%		20.7	%

Our effective tax rate is the provision for federal income taxes expressed as a percentage of income or loss before

federal income taxes. Our effective tax rates for the years 2023, 2022, and 2021 were impacted by the benefits of our

investments in housing projects eligible for low-income housing tax credits. Our effective tax rate for 2022 was also

impacted by the benefit of the research tax credits claimed in 2022 and amended prior year returns, and the valuation

allowance against the deferred tax asset relating to capital loss carryforwards.

Deferred Tax Assets and Liabilities

We evaluate our deferred tax assets for recoverability using a consistent approach which considers the relative impact

of negative and positive evidence, including our historical profitability and projections of future taxable income. Our

framework for assessing the recoverability of deferred tax assets requires us to weigh all available evidence, to the

extent it exists, including:

•the sustainability of recent profitability required to realize the deferred tax assets;

•the cumulative net income or losses in our consolidated statements of operations and comprehensive income

in recent years;

•unsettled circumstances that, if unfavorably resolved, would adversely affect future operations and profit levels

on a continuing basis in future years;

•the funding available to us under the senior preferred stock purchase agreement;

•the carryforward period for capital losses; and

•tax planning strategies.

Based on all positive and negative evidence available as of December 31, 2023, we concluded that it is more likely than

not that our deferred tax assets will be realized, except the deferred tax asset relating to capital loss carryforwards. For

the deferred tax asset relating to capital loss carryforwards, we concluded that the negative evidence outweighed the

positive evidence, and it is more likely than not that these capital loss carryforwards will not be utilized during the

allowable five-year carryforward period, which will expire in 2027 and 2028 if unused. Therefore, a valuation allowance

has been recorded against our capital loss carryforward deferred tax asset, which is included in “Other, net” in the table

below.

| Notes to Consolidated Financial Statements | Income Taxes | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-50 | | --- | --- |

The following table displays our deferred tax assets and deferred tax liabilities.

	As of December 31,
	2023
	(Dollars in millions)
Deferred tax assets:
Mortgage and mortgage-related assets		5,944	$6,764
Allowance for loan losses and basis in acquired property, net		1,571	2,055
Derivative instruments		766	1,153
Partnership and other equity investments		21	52
Interest-only securities		3,801	3,811
Other, net		617	295
Total deferred tax assets		12,720	14,130
Deferred tax liabilities:
Debt instruments		894	1,104
Valuation allowance		(145)	(115)
Deferred tax assets, net		11,681	$12,911

All values are in US Dollars.

Unrecognized Tax Benefits

The following table displays the changes in our unrecognized tax benefits.

	For the Year Ended December 31,
	2023
	(Dollars in millions)
Unrecognized tax benefits as of January 1		60	—	$—
Gross increases - tax positions in current year		9	60	—
Unrecognized tax benefits as of December 31		69	60	$—

All values are in US Dollars.

If these positions were to resolve favorably, our effective tax would be reduced in future periods by $69 million. It is

reasonably possible that changes in our gross balance of unrecognized tax benefits may occur within the next twelve

months. Our tax years 2020 through 2022 remain open to examination by the IRS.

11.  Segment Reporting

We have two reportable business segments, which are based on the type of business activities each perform: Single-

Family and Multifamily. Results of our two business segments are intended to reflect each segment as if it were a stand-

alone business. The sum of the results for our two business segments equals our consolidated results of operations.

The section below provides a discussion of our business segments.

Single-Family Business Segment

•Works with lenders to acquire and securitize single-family mortgage loans delivered to us by lenders into

Fannie Mae MBS.

•Issues structured Fannie Mae MBS backed by single-family mortgage assets and provides other services to

single-family lenders.

•Prices and manages the credit risk on loans in our single-family guaranty book of business, which includes

establishing underwriting and servicing standards. Also enters into transactions that transfer a portion of the

credit risk on some of the loans in our single-family guaranty book of business to third parties.

•Works to reduce costs of defaulted single-family loans, including through forbearance plans, home retention

solutions, foreclosure alternatives, management of foreclosures and our REO inventory, selling nonperforming

loans and pursuing contractual remedies from lenders, servicers and providers of credit enhancements.

| Notes to Consolidated Financial Statements | Income Taxes | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-51 | | --- | --- |

Multifamily Business Segment

•Works with lenders to acquire and securitize multifamily mortgage loans delivered to us by lenders into Fannie

Mae MBS.

•Issues structured multifamily Fannie Mae MBS through our Fannie Mae Guaranteed Multifamily Structures

(“Fannie Mae GeMSTM”) program and provides other services to our multifamily lenders.

•Prices and manages the credit risk on loans in our multifamily guaranty book of business, which includes

establishing underwriting and servicing standards. Lenders retain a portion of the credit risk in most multifamily

transactions.

•Enters into additional transactions that transfer a portion of the credit risk on some of the loans in our

multifamily guaranty book of business to third parties.

•Works to reduce costs of defaulted multifamily loans, including through loss mitigation strategies such as

forbearance and modification, management of foreclosures and our REO inventory, and pursuing contractual

remedies from lenders, servicers, borrowers, sponsors, and providers of credit enhancements.

Segment Allocations and Results

The majority of our assets, revenues and expenses are directly associated with each respective business segment and

are included in determining its asset balance and operating results. Those assets, revenues and expenses that are not

directly attributable to a particular business segment are allocated based on the size of each segment’s guaranty book

of business. The substantial majority of the gains and losses associated with our risk management derivatives, including

the impact of hedge accounting, are allocated to our Single-Family business segment.

The following table displays total assets by segment.

	As of December 31,
	2023	2022
	(Dollars in millions)
Single-Family	$3,833,540	$3,844,092
Multifamily	491,897	461,196
Total assets	$4,325,437	$4,305,288

We operate our business solely in the United States and its territories, and accordingly, we generate no revenue from

and have no long-lived assets, other than financial instruments, in geographic locations other than the United States

and its territories.

The following tables display our segment results.

	For the Year Ended December 31, 2023
	Single-Family	Multifamily	Total
	(Dollars in millions)
Net interest income(1)	$24,229	$4,544	$28,773
Fee and other income(2)	205	70	275
Net revenues	24,434	4,614	29,048
Investment losses, net(3)	(41)	(12)	(53)
Fair value gains, net(4)	1,231	73	1,304
Administrative expenses	(2,993)	(611)	(3,604)
Benefit (provision) for credit losses(5)	2,165	(495)	1,670
TCCA fees(6)	(3,431)	—	(3,431)
Credit enhancement expense(7)	(1,281)	(231)	(1,512)
Change in expected credit enhancement recoveries(8)	(310)	117	(193)
Other expenses, net	(984)	(289)	(1,273)
Income before federal income taxes	18,790	3,166	21,956
Provision for federal income taxes	(3,935)	(613)	(4,548)
Net income	$14,855	$2,553	$17,408
Notes to Consolidated Financial Statements	Segment Reporting
---		Fannie Mae (In conservatorship) 2023 Form 10-K	F-52
---	---
	For the Year Ended December 31, 2022
---	---	---	---
	Single-Family	Multifamily	Total
	(Dollars in millions)
Net interest income(1)	$24,736	$4,687	$29,423
Fee and other income(2)	224	88	312
Net revenues	24,960	4,775	29,735
Investment losses, net(3)	(223)	(74)	(297)
Fair value gains (losses), net(4)	1,364	(80)	1,284
Administrative expenses	(2,789)	(540)	(3,329)
Provision for credit losses(5)	(5,029)	(1,248)	(6,277)
TCCA fees(6)	(3,369)	—	(3,369)
Credit enhancement expense(7)	(1,062)	(261)	(1,323)
Change in expected credit enhancement recoveries(8)	470	257	727
Other expenses, net	(778)	(140)	(918)
Income before federal income taxes	13,544	2,689	16,233
Provision for federal income taxes	(2,774)	(536)	(3,310)
Net income	$10,770	$2,153	$12,923			For the Year Ended December 31, 2021
---	---	---	---
	Single-Family	Multifamily	Total
	(Dollars in millions)
Net interest income(1)	$25,429	$4,158	$29,587
Fee and other income(2)	269	92	361
Net revenues	25,698	4,250	29,948
Investment gains (losses), net(3)	1,392	(40)	1,352
Fair value gains (losses), net(4)	167	(12)	155
Administrative expenses	(2,557)	(508)	(3,065)
Benefit for credit losses(5)	4,600	530	5,130
TCCA fees(6)	(3,071)	—	(3,071)
Credit enhancement expense(7)	(812)	(239)	(1,051)
Change in expected credit enhancement recoveries(8)	(86)	(108)	(194)
Other expenses, net	(1,208)	(47)	(1,255)
Income before federal income taxes	24,123	3,826	27,949
Provision for federal income taxes	(4,996)	(777)	(5,773)
Net income	$19,127	$3,049	$22,176

(1)Net interest income primarily consists of guaranty fees received as compensation for assuming the credit risk on loans underlying Fannie

Mae MBS held by third parties for the respective business segment, and the difference between the interest income earned on the

respective business segment’s assets in our retained mortgage portfolio and our corporate liquidity portfolio and the interest expense

associated with the debt funding those assets. Revenues from single-family guaranty fees include revenues generated by the 10 basis

point increase in guaranty fees pursuant to the TCCA, the incremental revenue from which is paid to Treasury and not retained by us. Also

includes yield maintenance revenue we recognized on the prepayment of multifamily loans.

(2)Single-family fee and other income primarily consists of compensation for engaging in structured transactions and providing other lender

services. Multifamily fee and other income consists of fees associated with certain Multifamily business activities, such as credit

enhancements for tax-exempt multifamily housing revenue bonds.

(3)Single-family investment gains and losses primarily consist of gains and losses on the sale of mortgage assets. Multifamily investment

gains and losses primarily consist of gains and losses on resecuritization activity.

(4)Single-family fair value gains and losses primarily consist of fair value gains and losses on risk management and mortgage commitment

derivatives, trading securities, fair value option debt, and other financial instruments associated with our single-family guaranty book of

business. Multifamily fair value gains and losses primarily consist of fair value gains and losses on MBS commitment derivatives, trading

securities and other financial instruments associated with our multifamily guaranty book of business.

| Notes to Consolidated Financial Statements | Segment Reporting | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-53 | | --- | --- |

(5)Benefit (provision) for credit losses is based on loans underlying the segment’s guaranty book of business.

(6)Consists of the portion of our single-family guaranty fees that is paid to Treasury pursuant to the TCCA.

(7)Single-family credit enhancement expense consists of costs associated with our freestanding credit enhancements, which include primarily

costs associated with our CIRTTM, CAS and enterprise-paid mortgage insurance (“EPMI”) programs. Multifamily credit enhancement

expense primarily consists of costs associated with our Multifamily CIRTTM (“MCIRTTM”) and Multifamily CAS (“MCASTM“) programs as well

as amortization expense for certain lender risk-sharing programs. Excludes CAS transactions accounted for as debt instruments and credit

risk transfer programs accounted for as derivative instruments.

(8)Consists of change in benefits recognized from our freestanding credit enhancements, primarily from our CAS and CIRT programs, as well

as certain lender risk-sharing arrangements, including our multifamily DUS® program.

12.  Equity

Senior Preferred Stock

Liquidation Preference

There were one million shares of the senior preferred stock authorized, issued and outstanding as of December 31,

2023 and 2022. Shares of the senior preferred stock have no par value and have a stated value and initial liquidation

preference equal to $1,000 per share, for an aggregate initial liquidation preference of $1 billion. The senior preferred

stock is non-participating and non-voting.

Under the terms that currently govern the senior preferred stock, the aggregate liquidation preference will be increased

by the following:

•any amounts Treasury pays to us pursuant to its funding commitment under the agreement (as of the date of

this filing, the cumulative amount Treasury has paid to us under its funding commitment is $119.8 billion);

•any quarterly commitment fees that are payable but not paid by us (no such fees have become payable, nor will

such fees be set until the capital reserve end date, as defined in “Note 2, Conservatorship, Senior Preferred

Stock Purchase Agreement and Related Matters”);

•any senior preferred stock dividends that are payable but not paid to Treasury, regardless of whether or not

they are declared; and

•for each fiscal quarter through and including the capital reserve end date, an amount equal to the increase in

our net worth, if any, during the immediately prior fiscal quarter.

The aggregate liquidation preference of the senior preferred stock was $195.2 billion as of December 31, 2023 and will

further increase to $199.2 billion as of March 31, 2024, due to the $4.0 billion increase in our net worth during the fourth

quarter of 2023.

The senior preferred stock ranks ahead of our common stock and our preferred stock, as to both dividends and rights

upon liquidation. As a result, if we are liquidated, the holder of the senior preferred stock is entitled to its then-current

liquidation preference before any distributions are made to the holders of our common stock or other preferred stock.

Dividend Provisions

Treasury, as the holder of the senior preferred stock, is entitled to receive, when, as and if declared, out of legally

available funds, cumulative quarterly cash dividends. The dividends we have paid to Treasury on the senior preferred

stock during conservatorship have been declared by, and paid at the direction of, our conservator. Dividend payments

we make to Treasury do not restore or increase the amount of Treasury’s funding commitment under the agreement.

We are currently not required to pay or accumulate new dividends to Treasury until our net worth exceeds the amount of

adjusted total capital necessary for us to meet the capital requirements and buffers set forth in the enterprise regulatory

capital framework. Our net worth is the amount, if any, by which our total assets (excluding Treasury’s funding

commitment and any unfunded amounts related to the commitment) exceed our total liabilities (excluding any obligation

with respect to equity securities). After the capital reserve end date, the quarterly dividends due to Treasury under the

senior preferred stock will be the lesser of (i) any quarterly increase in our net worth, and (ii) a 10% annual rate on the

then-current liquidation preference of the senior preferred stock (or 12% if we fail to pay dividends to Treasury).

We had no dividends declared or paid on the senior preferred stock for the years ended December 31, 2023, 2022 or

2021.

| Notes to Consolidated Financial Statements | Segment Reporting | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-54 | | --- | --- |

Limitations on Redemption and Paydown of Liquidation Preference; Requirement to Pay Net Proceeds of Capital

Stock Issuances to Reduce Liquidation Preference

We are not permitted to redeem or retire the senior preferred stock prior to the termination of Treasury’s funding

commitment under the agreement. Moreover, we are not permitted to reduce or pay down the liquidation preference of

the senior preferred stock out of regular corporate funds except to the extent of (1) accumulated and unpaid dividends

previously added to the liquidation preference; and (2) quarterly commitment fees previously added to the liquidation

preference. While the senior preferred stock remains outstanding, we are required to use the net cash proceeds of

issuances of equity securities to pay down the liquidation preference of the senior preferred stock; however, we are

permitted to retain up to $70 billion in aggregate gross cash proceeds from issuances of common stock. The liquidation

preference of the senior preferred stock may not be paid down below $1,000 per share prior to the termination of

Treasury’s funding commitment. After termination, we may fully pay down the liquidation preference of the senior

preferred stock.

Common Stock Warrant

On September 7, 2008, we, through FHFA in its capacity as conservator, issued to Treasury a warrant to purchase, at a

nominal price of $0.00001, shares of our common stock equal to 79.9% of the total number of shares of our common

stock outstanding on a fully diluted basis on the date the warrant is exercised. The warrant may be exercised in whole

or in part at any time on or before September 7, 2028.

If the market price of one share of common stock is greater than the exercise price, in lieu of exercising the warrant by

payment of the exercise price, Treasury may elect to receive shares equal to the value of the warrant (or portion thereof

being canceled) pursuant to the formula specified in the warrant. Upon exercise of the warrant, Treasury may assign the

right to receive the shares of common stock issuable upon exercise to any other person. If the warrant is exercised, the

stated value of the common stock issued will be reclassified as “Common stock” in our consolidated balance sheets. As

of February 15, 2024, Treasury has not exercised the warrant.

We recorded the warrant at fair value in our stockholders’ equity as a component of additional paid-in-capital. The fair

value of the warrant was calculated using the Black-Scholes Option Pricing Model. Since the warrant has an exercise

price of $0.00001 per share, the model is insensitive to the risk-free rate and volatility assumptions used in the

calculation and the share value of the warrant is equal to the price of the underlying common stock. We estimated that

the fair value of the warrant at issuance was $3.5 billion based on the price of our common stock on September 8, 2008,

which was after the dilutive effect of the warrant had been reflected in the market price. Subsequent changes in the fair

value of the warrant are not recognized in our financial statements.

| Notes to Consolidated Financial Statements | Equity | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-55 | | --- | --- |

Preferred Stock

The following table displays our preferred stock outstanding.

		Authorized, Issued and Outstanding as of<br><br>December 31,				Annual<br><br>Dividend Rate<br><br>as of<br><br>December 31,<br><br>2023
		2023		2022
Title	Issue Date	Shares	Amount	Shares	Amount			Redeemable on or<br><br>After
(Dollars and shares in millions, except per share amounts)
Series D	September 30, 1998	3	$150	3	150	5.250%		September 30, 1999
Series E	April 15, 1999	3	150	3	150	5.100		April 15, 2004
Series F	March 20, 2000	14	690	14	690	2.016	(1)	March 31, 2002	(2)
Series G	August 8, 2000	6	288	6	288	4.024	(3)	September 30, 2002	(2)
Series H	April 6, 2001	8	400	8	400	5.810		April 6, 2006
Series I	October 28, 2002	6	300	6	300	5.375		October 28, 2007
Series L	April 29, 2003	7	345	7	345	5.125		April 29, 2008
Series M	June 10, 2003	9	460	9	460	4.750		June 10, 2008
Series N	September 25, 2003	5	225	5	225	5.500		September 25, 2008
Series O	December 30, 2004	50	2,500	50	2,500	7.000	(4)	December 31, 2007
Convertible Series<br><br>2004-I(5)	December 30, 2004	—	2,492	—	2,492	5.375		January 5, 2008
Series P	September 28, 2007	40	1,000	40	1,000	6.342	(6)	September 30, 2012
Series Q	October 4, 2007	15	375	15	375	6.750		September 30, 2010
Series R(7)	November 21, 2007	21	530	21	530	7.625		November 21, 2012
Series S	December 11, 2007	280	7,000	280	7,000	9.822	(8)	December 31, 2010	(9)
Series T(10)	May 19, 2008	89	2,225	89	2,225	8.250		May 20, 2013
Total		556	$19,130	556	19,130

All values are in US Dollars.

(1)Rate effective March 31, 2022. Variable dividend rate resets every two years at a per annum rate equal to the two-year Constant Maturity

U.S. Treasury Rate (“CMT”) minus 0.16% with a cap of 11% per year.

(2)Represents initial call date. Redeemable every two years thereafter.

(3)Rate effective September 30, 2022. Variable dividend rate resets every two years at a per annum rate equal to the two-year CMT rate

minus 0.18% with a cap of 11% per year.

(4)Rate effective December 31, 2023. Variable dividend rate resets quarterly thereafter at a per annum rate equal to the greater of 7% or 10-

year CMT rate plus 2.375%.

(5)Issued and outstanding shares were 24,922 as of December 31, 2023 and 2022.

(6)Rate effective December 31, 2023. In accordance with the Federal Reserve Board’s Regulation ZZ implementing the Adjustable Interest

Rate (LIBOR) Act (“Regulation ZZ”), for quarterly periods beginning after June 30, 2023, the quarterly dividend resets at a per annum rate

equal to the greater of 4.50% or the sum of 3-month CME Term SOFR plus 0.26161% plus 0.75%.

(7)On November 21, 2007, we issued 20 million shares of preferred stock in the amount of $500 million. Subsequent to the initial issuance,

we issued an additional 1.2 million shares in the amount of $30 million on December 14, 2007 under the same terms as the initial

issuance.

(8)Rate effective December 31, 2023. In accordance with Regulation ZZ, for quarterly periods beginning after June 30, 2023, the quarterly

dividend resets at a per annum rate equal to the greater of 7.75% or the sum of 3-month CME Term SOFR plus 0.26161% plus 4.23%.

(9)Represents initial call date. Redeemable every five years thereafter.

(10)On May 19, 2008, we issued 80 million shares of preferred stock in the amount of $2 billion. Subsequent to the initial issuance, we issued

an additional 8 million shares in the amount of $200 million on May 22, 2008 and 1 million shares in the amount of $25 million on June 4,

2008 under the same terms as the initial issuance.

The preferred stock ranks junior to the senior preferred stock as to both dividends and distributions upon dissolution,

liquidation or winding down of the company. Each series of our preferred stock has no par value, is non-participating, is

non-voting and has a liquidation preference equal to the stated value per share.

Holders of preferred stock are entitled to receive non-cumulative, quarterly dividends when, and if, declared by our

Board of Directors, but have no right to require redemption of any shares of preferred stock. Payment of dividends on

preferred stock is not mandatory but has priority over payment of dividends on common stock, which are also declared

| Notes to Consolidated Financial Statements | Equity | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-56 | | --- | --- |

by the Board of Directors. If dividends on the preferred stock are not paid or set aside for payment for a given dividend

period, dividends may not be paid on our common stock for that period. The senior preferred stock purchase agreement

prohibits the payment of dividends on preferred stock without the prior written consent of Treasury, and the conservator

has separately confirmed the elimination of such dividends. In addition, FHFA’s regulations relating to conservatorship

and receivership operations prohibit us from paying any dividends while in conservatorship unless authorized by the

Director of FHFA. As such, we had no dividends declared or paid on the preferred stock for the years ended December

31, 2023, 2022 or 2021.

After a specified period, we have the option to redeem preferred stock at its redemption price plus the dividend (whether

or not declared) for the then-current period accrued to, but excluding, the date of redemption. The redemption price is

equal to the stated value for all issues of preferred stock except Series O, which has a redemption price of $50 to

$52.50 depending on the year of redemption and Convertible Series 2004-1, which has a redemption price of $105,000

per share.

None of our preferred stock is convertible into or exchangeable for any of our other stock or obligations, with the

exception of the Convertible Series 2004-1 which are convertible at any time, at the option of the holders, into shares of

Fannie Mae common stock at a conversion price of $94.31 per share of common stock (equivalent to a conversion rate

of 1,060.3329 shares of common stock for each share of Series 2004-1 Preferred Stock). The conversion price is

adjustable, as necessary, to maintain the stated conversion rate into common stock. Events which may trigger an

adjustment to the conversion price include certain changes in our common stock dividend rate, subdivisions of our

outstanding common stock into a greater number of shares, combinations of our outstanding common stock into a

smaller number of shares and issuances of any shares by reclassification of our common stock. No such events have

occurred.

Our preferred stock is traded in the over-the-counter market.

Common Stock

The common stock ranks junior to the senior preferred stock and the preferred stock as to both dividends and

distributions upon dissolution, liquidation or winding down of the company. Shares of common stock outstanding, net of

shares held as treasury stock, totaled 1.2 billion as of December 31, 2023 and 2022.

During conservatorship, the rights and powers of stockholders are suspended. Accordingly, our common stockholders

have no ability to elect directors or to vote on other matters during the conservatorship unless FHFA elects to delegate

this authority to them. In addition, we issued a warrant to Treasury that provides Treasury with the right to purchase for a

nominal price shares of our common stock equal to 79.9% of the total number of shares of common stock outstanding

on a fully diluted basis on the date of exercise, which would substantially dilute the ownership in Fannie Mae of our

common stockholders at the time of exercise. Refer to the “Senior Preferred Stock” and “Common Stock Warrant”

sections of this note for more information.

The senior preferred stock purchase agreement prohibits the payment of dividends on common stock without the prior

written consent of Treasury and the conservator has separately confirmed the elimination of such dividends. In addition,

FHFA’s regulations relating to conservatorship and receivership operations prohibit us from paying any dividends while

in conservatorship unless authorized by the Director of FHFA. As such, we had no dividends declared or paid on the

common stock for the years ended December 31, 2023, 2022 or 2021.

Earnings per Share

Earnings per share (“EPS”) is presented for basic and diluted EPS. However, as a result of our conservatorship status

and the terms of the senior preferred stock, no amounts would be available to distribute as dividends to common or

preferred stockholders (other than to Treasury as the holder of the senior preferred stock).

We compute basic EPS by dividing net income attributable to common stockholders by the weighted-average number of

shares of common stock outstanding during the period. Net income attributable to common stockholders excludes

amounts attributable to the senior preferred stock because such amounts increase the liquidation preference of the

senior preferred stock and therefore are required to be excluded from basic EPS. See further information on the senior

preferred stock above in “Senior Preferred Stock.”

The calculation of diluted EPS includes all the components of basic earnings per share, plus the dilutive effect of

common stock equivalents such as convertible securities and stock options. Weighted-average common shares

outstanding is increased to include the number of additional common shares that would have been outstanding if the

dilutive potential common shares had been issued. Our diluted EPS weighted-average common shares outstanding

includes 26 million shares of convertible preferred stock for the years ended December 31, 2023, 2022 and 2021.

| Notes to Consolidated Financial Statements | Equity | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-57 | | --- | --- |

During periods in which a net loss attributable to common stockholders has been incurred, potential common equivalent

shares outstanding are not included in the calculation because it would have an anti-dilutive effect.

We include the shares of common stock that would be issuable upon full exercise of the common stock warrant in the

weighted average shares of outstanding for the computation of both basic and diluted earnings per share because the

warrant’s exercise prices per share is considered non-substantive (compared to the market price of our common stock)

and therefore was determined to have characteristics of non-voting common stock. For the years ended December 31,

2023, 2022 and 2021, the common stock warrant added 4.7 billion shares to weighted average common shares

outstanding.

13.  Regulatory Capital Requirements

The enterprise regulatory capital framework rule that is applicable to us was initially published by FHFA in December

2020 and subsequently amended in 2022 and 2023. Although the enterprise regulatory capital framework went into

effect in February 2021, we are not required to hold capital according to the framework’s requirements until the date of

termination of our conservatorship, or such later date as may be ordered by FHFA.

The enterprise regulatory capital framework includes the following requirements under the standardized approach

related to the amount and form of capital we must hold:

•Supplemental leverage and risk-based minimum capital requirements based largely on definitions of capital

used in U.S. banking regulators’ regulatory capital framework. Under the leverage capital requirement, we must

maintain tier 1 capital equal to at least 2.5% of adjusted total assets. Under the risk-based capital requirements,

we must maintain common equity tier 1 capital, tier 1 capital, and adjusted total capital equal to at least 4.5%,

6.0%, and 8.0%, respectively, of risk-weighted assets;

•A requirement that we hold prescribed capital buffers that can be drawn down in periods of financial stress. In

general, once we are required to be in compliance with the capital buffers, if our capital levels fall below the

prescribed buffer amounts, we must restrict capital distributions, such as stock repurchases and dividends, as

well as discretionary bonus payments to executives, until the buffer amounts are restored. The prescribed

capital buffers represent the amount of capital we are required to hold above the minimum leverage and risk-

based capital requirements. Compliance with the capital buffers will be required upon our exit from

conservatorship.

◦The prescribed leverage buffer amount (“PLBA”) represents the amount of tier 1 capital we are

required to hold above the minimum tier 1 leverage capital requirement;

◦The risk-based capital buffers consist of three separate components: a stability capital buffer, a stress

capital buffer, and a countercyclical capital buffer. Taken together, these risk-based buffers comprise

the prescribed capital conservation buffer amount (“PCCBA”). The PCCBA must be comprised entirely

of common equity tier 1 capital; and

•Specific minimum risk-weights, or “floors,” on single-family and multifamily risk-weighted exposures, as well as

retained portions of credit risk transfer transactions.

The table below sets forth information about our capital requirements under the standardized approach of the enterprise

regulatory capital framework. Available capital for purposes of the enterprise regulatory capital framework excludes the

stated value of the senior preferred stock ($120.8 billion) and other amounts specified in footnote 2 to the table below.

Because of these exclusions, we had a deficit in available capital as of December 31, 2023 and 2022, even though we

had positive net worth under GAAP of $77.7 billion and $60.3 billion as of December 31, 2023 and 2022, respectively.

We had a shortfall of $243 billion and $258 billion of our available capital (deficit) to the adjusted total capital

requirement (including buffers) of $188 billion and $184 billion under the standardized approach of the enterprise

regulatory capital framework as shown in the table below as of December 31, 2023 and December 31, 2022,

respectively.

Risk-weighted assets increased from $1,316 billion as of December 31, 2022 to $1,357 billion as of December 31, 2023,

primarily due to an increase in the countercyclical adjustment we are required to apply in the calculation of credit risk

weights for our single-family mortgage exposures under the enterprise regulatory capital framework and declining

property values in our multifamily book of business. The countercyclical adjustment is intended to stabilize our capital

requirements through home price cycles by adjusting mark-to-market LTV ratios for single-family mortgage loans when

national home prices are meaningfully above or below the long-term trend. These increases were partially offset by our

on-going credit risk transfer issuances, which reduce risk-weighted assets.

| Notes to Consolidated Financial Statements | Equity | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-58 | | --- | --- |

As of December 31, 2023 and December 31, 2022, our risk-based adjusted total capital requirement (including buffers)

represented the amount of capital needed to be fully capitalized under the standardized approach to the enterprise

regulatory capital framework.

Capital Metrics under the Enterprise Regulatory Capital Framework as of December 31, 2023(1)
(Dollars in billions)
Adjusted total assets		4,552
Risk-weighted assets		1,357
		Amounts		Ratios
		Available Capital (Deficit)(2)	Total Capital<br><br>Requirement<br><br>(including<br><br>Buffers)(3)	Available Capital<br><br>(Deficit) Ratio(4)	Minimum<br><br>Capital Ratio<br><br>Requirement	Total Capital<br><br>Requirement<br><br>Ratio<br><br>(including<br><br>Buffers)
Risk-based capital:
	Total capital (statutory)(5)	(34)	$109	(2.5)%	8.0%	8.0%
	Common equity tier 1 capital	(74)	140	(5.5)	4.5	10.3
	Tier 1 capital	(55)	160	(4.1)	6.0	11.8
	Adjusted total capital	(55)	188	(4.1)	8.0	13.9
Leverage capital:
	Core capital (statutory)(6)	(43)	114	(0.9)	2.5	2.5
	Tier 1 capital	(55)	137	(1.2)	2.5	3.0

All values are in US Dollars.

Capital Metrics under the Enterprise Regulatory Capital Framework as of December 31, 2022(1)
(Dollars in billions)
Adjusted total assets		4,552
Risk-weighted assets		1,316
		Amounts		Ratios
		Available Capital (Deficit)(2)	Total Capital<br><br>Requirement<br><br>(including<br><br>Buffers)(3)	Available Capital<br><br>(Deficit) Ratio(4)	Minimum<br><br>Capital Ratio<br><br>Requirement	Total Capital<br><br>Requirement<br><br>Ratio<br><br>(including<br><br>Buffers)
Risk-based capital:
	Total capital (statutory)(5)	(49)	$105	(3.7)%	8.0%	8.0%
	Common equity tier 1 capital	(93)	138	(7.0)	4.5	10.5
	Tier 1 capital	(74)	158	(5.6)	6.0	12.0
	Adjusted total capital	(74)	184	(5.6)	8.0	14.0
Leverage capital:
	Core capital (statutory)(6)	(61)	114	(1.3)	2.5	2.5
	Tier 1 capital	(74)	137	(1.6)	2.5	3.0

All values are in US Dollars.

(1)Ratios are calculated as a percentage of risk-weighted assets for risk-based capital metrics and as a percentage of adjusted total assets

for leverage capital metrics.

(2)Available capital (deficit) for all line items excludes the stated value of the senior preferred stock ($120.8 billion). Available capital (deficit)

for all line items except total capital and core capital also deducts a portion of deferred tax assets. Deferred tax assets arising from

temporary differences between GAAP and tax requirements are deducted from capital to the extent they exceed 10% of common equity.

As of December 31, 2023 and 2022, this resulted in the full deduction of deferred tax assets ($11.7 billion and $12.9 billion, respectively),

from our available capital (deficit). Available capital (deficit) for common equity tier 1 capital also excludes the value of the perpetual,

noncumulative preferred stock ($19.1 billion).

| Notes to Consolidated Financial Statements | Regulatory Capital Requirements | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-59 | | --- | --- |

(3)The prescribed capital buffers represent the amount of capital we are required to hold above the minimum risk-based and leverage capital

requirements. The applicable buffer for risk-based common equity tier 1 capital, tier 1 capital, and adjusted total capital is the PCCBA,

which is composed of a stress capital buffer, a stability capital buffer, and a countercyclical capital buffer. The PCCBA must be comprised

entirely of common equity tier 1 capital. The applicable buffer for leverage tier 1 capital is the PLBA. The stress capital buffer and

countercyclical capital buffer are each calculated by multiplying prescribed factors by adjusted total assets as of the last day of the

previous calendar quarter. The stability capital buffer is based on our share of mortgage debt outstanding. The prescribed leverage buffer

for 2023 and 2022 was set at 50% of the 2023 and 2022 stability capital buffer, respectively. Going forward the stability capital buffer and

the prescribed leverage buffer will be updated with an effective date that depends on whether the stability capital buffer increases or

decreases relative to the previously calculated value.

(4)Ratios are negative because we had a deficit in available capital for each tier of capital.

(5)The sum of (a) core capital (see definition in footnote 6 below); and (b) a general allowance for foreclosure losses, which (i) shall include

an allowance for portfolio mortgage losses, an allowance for non-reimbursable foreclosure costs on government claims, and an allowance

for liabilities reflected on the balance sheet for estimated foreclosure losses on mortgage-backed securities; and (ii) shall not include any

reserves made or held against specific assets; and (c) any other amounts from sources of funds available to absorb losses that the

Director of FHFA by regulation determines are appropriate to include in determining total capital.

(6)The sum of (a) the stated value of our outstanding common stock (common stock less treasury stock); (b) the stated value of our

outstanding perpetual, noncumulative preferred stock; (c) our paid-in capital; and (d) our retained earnings (accumulated deficit). Core

capital does not include: (a) accumulated other comprehensive income or (b) senior preferred stock.

While it is not applicable until the date of termination of our conservatorship, our maximum payout ratio represents the

percentage of eligible retained income that we are permitted to pay out in the form of distributions or discretionary bonus

payments under the enterprise regulatory capital framework. The maximum payout ratio for a given quarter is the lowest

of the payout ratios determined by our capital conservation buffer and our leverage buffer. As a result of our capital

shortfall, our maximum payout ratio under the enterprise regulatory capital framework as of December 31, 2023 and

December 31, 2022 was 0%.

Restrictions on Capital Distributions and Dividends

Statutory Restrictions. Under the GSE Act, FHFA has authority to prohibit capital distributions, including payment of

dividends, if we fail to meet our capital requirements. If FHFA classifies us as significantly undercapitalized, the approval

of the Director of FHFA is required for any dividend payment. Under the Charter Act and the GSE Act, we are not

permitted to make a capital distribution if, after making the distribution, we would be undercapitalized. The Director of

FHFA, however, may permit us to repurchase shares if the repurchase is made in connection with the issuance of

additional shares or obligations in at least an equivalent amount and will reduce our financial obligations or otherwise

improve our financial condition.

Restrictions Relating to Conservatorship and Under Senior Preferred Stock Purchase Agreement. Consistent with the

prohibition on the payment of dividends in the senior preferred stock purchase agreement, the conservator eliminated

dividends on our common and preferred stock (other than the senior preferred stock issued to the U.S. Department of

Treasury described below) during the conservatorship. For additional information on the dividend provisions for our

equity instruments and the restrictions on our ability to pay dividends, see “Note 12, Equity.”

While not currently applicable, our payment of dividends and capital distributions will be subject to the following

restrictions under the enterprise regulatory capital framework effective on the date of termination of our conservatorship:

Restrictions Under Enterprise Regulatory Capital Framework. During a calendar quarter, we will not be permitted to pay

dividends or make any other capital distributions (or create an obligation to make such distributions) that, in the

aggregate, exceed the amount equal to our eligible retained income for the quarter multiplied by our maximum payout

ratio. The maximum payout ratio for a given quarter is the lowest of the payout ratios determined by our capital

conservation buffer and our leverage buffer. We will not be subject to this limitation on distributions if we have a capital

conservation buffer that is greater than our prescribed capital conservation buffer amount and a leverage buffer that is

greater than our prescribed leverage buffer amount. Notwithstanding the above-described limitations, FHFA may permit

us to make a distribution upon our request, if FHFA determines that the distribution would not be contrary to the

purposes of this section of the enterprise regulatory capital framework or to our safety and soundness. We will not be

permitted to make any distributions during a quarter if our eligible retained income is negative and either (a) our capital

conservation buffer is less than our stress capital buffer or (b) our leverage buffer is less than our prescribed leverage

buffer amount.

| Notes to Consolidated Financial Statements | Regulatory Capital Requirements | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-60 | | --- | --- |

14.  Concentrations of Credit Risk

Concentrations of credit risk arise when a number of lenders and counterparties engage in similar activities or have

similar economic characteristics that make them susceptible to similar changes in industry conditions, which could affect

their ability to meet their contractual obligations. Based on our assessment of business conditions that could impact our

financial results, we have determined that concentrations of credit risk exist among:

•single-family and multifamily borrowers (including geographic concentrations and loans with certain higher-risk

characteristics);

•mortgage insurers;

•mortgage lenders that sell loans to us and mortgage lenders and other counterparties that service our loans;

•multifamily lenders with risk sharing; and

•derivative counterparties.

Concentrations for each of these groups are discussed below.

Single-Family Loan Borrowers

Regional economic conditions may affect a borrower’s ability to repay a mortgage loan and the property value

underlying the loan. Geographic concentrations increase the exposure of our guaranty book of business to changes in

credit risk. Our single-family allowance is primarily affected by home prices and interest rates.

To manage credit risk and comply with our charter requirements, we typically require primary mortgage insurance or

other credit enhancements if the current LTV ratio (i.e., the ratio of the unpaid principal balance of a loan to the current

value of the property that serves as collateral) of a single-family conventional mortgage loan is greater than 80% when

the loan is delivered to us.

Multifamily Loan Borrowers

Numerous factors affect a multifamily borrower’s ability to repay the loan and the value of the property underlying the

loan. Multifamily loans are generally non-recourse to the borrower. The most significant factors affecting credit risk are

rental income, property valuations, and general economic conditions. The average unpaid principal balance for

multifamily loans is significantly larger than for single-family borrowers and, therefore, individual defaults for multifamily

borrowers can result in more significant losses. We continually monitor the performance and risk characteristics of our

multifamily loans, underlying properties and borrowers on an ongoing basis.

As part of our multifamily risk management activities, we perform detailed loan reviews that evaluate property

performance, borrower and geographic concentrations, lender qualifications, counterparty risk and contract compliance.

We generally require mortgage servicers to obtain and submit periodic property operating information and condition

reviews, allowing us to monitor the performance of individual loans. We use this information to evaluate the credit

quality of our portfolio, identify potential problem loans and initiate appropriate loss mitigation activities.

Geographic Concentration

The following table displays the regional geographic concentration of single-family and multifamily loans in our guaranty

book of business, measured by the unpaid principal balance of the loans.

	Geographic Concentration(1)
	Percentage of Single-<br><br>Family Conventional<br><br>Guaranty Book of<br><br>Business						Percentage of<br><br>Multifamily Guaranty<br><br>Book of Business
	As of December 31,						As of December 31,
	2023			2022			2023			2022
Midwest		14	%		14	%		12	%		12	%
Northeast		16			16			15			15
Southeast		23			23			27			27
Southwest		19			19			22			22
West		28			28			24			24
Total		100	%		100	%		100	%		100	%

(1)Midwest consists of IL, IN, IA, MI, MN, NE, ND, OH, SD and WI. Northeast consists of CT, DE, ME, MA, NH, NJ, NY, PA, PR, RI, VT and

VI. Southeast consists of AL, DC, FL, GA, KY, MD, MS, NC, SC, TN, VA and WV. Southwest consists of AZ, AR, CO, KS, LA, MO, NM, OK,

TX and UT. West consists of AK, CA, GU, HI, ID, MT, NV, OR, WA and WY.

| Notes to Consolidated Financial Statements | Concentrations of Credit Risk | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-61 | | --- | --- |

Risk Characteristics of our Guaranty Book of Business

One of the measures by which we gauge our credit risk is the delinquency status of the mortgage loans in our guaranty

book of business.

For single-family and multifamily loans, we use this information, in conjunction with housing market and other economic

data, to structure our pricing and our eligibility and underwriting criteria to reflect the current risk of loans with higher-risk

characteristics, and in some cases we decide to significantly reduce our participation in riskier loan product categories.

Management also uses this data together with other credit risk measures to identify key trends that guide the

development of our loss mitigation strategies.

We report the delinquency status of our single-family and multifamily guaranty book of business below.

Single-Family Credit Risk Characteristics

For single-family loans, management monitors the serious delinquency rate, which is the percentage of single-family

loans, based on number of loans, that are 90 days or more past due or in the foreclosure process, and loans that have

higher risk characteristics, such as high mark-to-market LTV ratios.

The following tables display the delinquency status and serious delinquency rates for specified loan categories of our

single-family conventional guaranty book of business.

	As of December 31,
	2023			2022
	30 Days<br><br>Delinquent	60 Days<br><br>Delinquent	Seriously<br><br>Delinquent(1)	30 Days<br><br>Delinquent	60 Days<br><br>Delinquent	Seriously<br><br>Delinquent(1)
Percentage of single-family conventional<br><br>guaranty book of business based on UPB	0.98%	0.24%	0.56%	0.84%	0.20%	0.60%
Percentage of single-family conventional<br><br>loans based on loan count	1.06	0.26	0.55	0.96	0.23	0.65			As of December 31,
---	---	---	---	---
	2023		2022
	Percentage of<br><br>Single-Family<br><br>Conventional<br><br>Guaranty Book<br><br>of Business<br><br>Based on UPB	Seriously<br><br>Delinquent<br><br>Rate(1)	Percentage of<br><br>Single-Family<br><br>Conventional<br><br>Guaranty Book<br><br>of Business<br><br>Based on UPB	Seriously<br><br>Delinquent<br><br>Rate(1)
Estimated mark-to-market LTV ratio:
80.01% to 90%	5%	0.81%	5%	0.68%
90.01% to 100%	3	0.59	3	0.40
Greater than 100%	*	2.05	*	4.04
Geographical distribution:
California	19	0.42	19	0.46
Florida	6	0.73	6	0.90
Illinois	3	0.70	3	0.86
New York	5	0.92	5	1.12
Texas	7	0.64	7	0.71
All other states	60	0.52	60	0.62
Vintages:
2008 and prior	2	2.07	2	2.78
2009-2023	98	0.47	98	0.53

*Represents less than 0.5% of single-family conventional book of business.

(1)Based on loan count, consists of single-family conventional loans that were 90 days or more past due or in the foreclosure process as of

December 31, 2023 and 2022.

| Notes to Consolidated Financial Statements | Concentrations of Credit Risk | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-62 | | --- | --- |

Multifamily Credit Risk Characteristics

For multifamily loans, management monitors the serious delinquency rate, which is the percentage of multifamily loans,

based on unpaid principal balance, that are 60 days or more past due, and loans with other higher risk characteristics to

determine the overall credit quality of our multifamily book of business. Higher risk characteristics include, but are not

limited to, current DSCR below 1.0 and original LTV ratios greater than 80%. We stratify multifamily loans into different

internal risk categories based on the credit risk inherent in each individual loan.

The following tables display the delinquency status and serious delinquency rates for specified loan categories of our

multifamily guaranty book of business.

	As of December 31,
	2023(1)		2022(1)
	30 Days<br><br>Delinquent	Seriously<br><br>Delinquent(2)	30 Days<br><br>Delinquent	Seriously<br><br>Delinquent(2)
Percentage of multifamily guaranty book of business	0.10%	0.46%	0.04%	0.24%			As of December 31,
---	---	---	---	---
	2023		2022
	Percentage of<br><br>Multifamily<br><br>Guaranty<br><br>Book of<br><br>Business(1)	Serious<br><br>Delinquency<br><br>Rate(2)(3)	Percentage of<br><br>Multifamily<br><br>Guaranty<br><br>Book of<br><br>Business(1)	Serious<br><br>Delinquency<br><br>Rate(2)(3)
Original LTV ratio:
Greater than 80%	1%	0.13%	1%	0.85%
Less than or equal to 80%	99	0.46	99	0.24
Current DSCR below 1.0(4)	4	7.04	3	3.88

(1)Calculated based on the aggregate unpaid principal balance of multifamily loans for each category divided by the aggregate unpaid

principal balance of loans in our multifamily guaranty book of business.

(2)Consists of multifamily loans that were 60 days or more past due as of the dates indicated.

(3)Calculated based on the unpaid principal balance of multifamily loans that were seriously delinquent divided by the aggregate unpaid

principal balance of multifamily loans for each category included in our multifamily guaranty book of business.

(4)Our estimates of current DSCRs are based on the latest available income information covering a 12 month period, from quarterly and

annual statements for these properties including the related debt service.

Other Concentrations

Mortgage Insurers. Mortgage insurance “risk in force” refers to our maximum potential loss recovery under the

applicable mortgage insurance policies in force and is generally based on the loan-level insurance coverage percentage

and, if applicable, any aggregate pool loss limit, as specified in the policy.

The following table displays our total mortgage insurance risk in force by primary and pool insurance, as well as the total

risk-in-force mortgage insurance coverage as a percentage of the single-family conventional guaranty book of business.

	As of December 31,
	2023	2022
	Risk in Force	Risk in Force
	(Dollars in millions)
Mortgage insurance risk in force:
Primary mortgage insurance	200,023	193,549
Pool mortgage insurance	98	237
Total mortgage insurance risk in force	200,121	193,786

All values are in US Dollars.

Mortgage insurance only covers losses that are realized after the borrower defaults and title to the property is

subsequently transferred, such as after a foreclosure, short-sale, or a deed-in-lieu of foreclosure. Also, mortgage

insurance does not protect us from all losses on covered loans. For example, mortgage insurance does not cover

| Notes to Consolidated Financial Statements | Concentrations of Credit Risk | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-63 | | --- | --- |

property damage that is not covered by the hazard insurance we require, and such damage may result in a reduction to,

or a denial of, mortgage insurance benefits. Specifically, a property damaged by a flood that was outside a Federal

Emergency Management Agency (“FEMA”)-identified Special Flood Hazard Area, coastal barrier resources system, or

otherwise protected area, where we require coverage, or a property damaged by an earthquake are the most likely

scenarios where property damage may result in a default not covered by hazard insurance.

The table below displays our mortgage insurer counterparties that provided 10% or more of the risk in force mortgage

insurance coverage on mortgage loans in our single-family conventional guaranty book of business.

	Percentage of Risk-in-Force<br><br>Coverage by Mortgage Insurer
	As of December 31,
	2023	2022
Counterparty:(1)
Mortgage Guaranty Insurance Corp.	19%	19%
Radian Guaranty, Inc.	18	17
Arch Capital Group Ltd.	18	18
Enact Mortgage Insurance Corp.	16	17
Essent Guaranty, Inc.	16	16
National Mortgage Insurance Corp.	13	12
Others	—	1
Total	100%	100%

(1)Insurance coverage amounts provided for each counterparty may include coverage provided by affiliates and subsidiaries of the

counterparty.

We have counterparty credit risk relating to the potential insolvency of, or non-performance by, monoline mortgage

insurers that insure single-family loans we purchase or guarantee. There is risk that these counterparties may fail to

fulfill their obligations to pay our claims under insurance policies. On at least a quarterly basis, we assess our mortgage

insurer counterparties’ respective abilities to fulfill their obligations to us. Our assessment includes financial reviews and

analyses of the insurers’ portfolios and capital adequacy. If we determine that it is probable that we will not collect all of

our claims from one or more of our mortgage insurer counterparties, it could increase our loss reserves, which could

adversely affect our results of operations, liquidity, financial condition and net worth.

When we estimate the credit losses that are inherent in our mortgage loans and under the terms of our guaranty

obligations, we also consider the recoveries that we expect to receive from primary mortgage insurance, as mortgage

insurance recoveries reduce the severity of the loss associated with defaulted loans if the borrower defaults and title to

the property is subsequently transferred. Mortgage insurance does not cover credit losses that result from a reduction in

mortgage interest paid by the borrower in connection with a loan modification, forbearance of principal, or forbearance

of scheduled loan payments. We evaluate the financial condition of our mortgage insurer counterparties and adjust the

contractually due recovery amounts to ensure that expected credit losses as of the balance sheet date are included in

our loss reserve estimate. As a result, if our assessment of one or more of our mortgage insurer counterparties’ ability to

fulfill their respective obligations to us worsens, it could increase our loss reserves. As of December 31, 2023 and 2022,

our estimated benefit from mortgage insurance, which is based on estimated credit losses as of period end, reduced our

loss reserves by $1.2 billion and $2.2 billion, respectively.

When an insured loan held in our retained mortgage portfolio subsequently goes into foreclosure, we charge off the

loan, eliminating any previously-recorded loss reserves, and record REO and a mortgage insurance receivable for the

claim proceeds deemed probable of recovery, as appropriate. However, if a mortgage insurer rescinds, cancels or

denies insurance coverage, the initial receivable becomes due from the mortgage seller or servicer. We had outstanding

receivables of $471 million recorded in “Other assets” in our consolidated balance sheets as of December 31, 2023 and

$515 million as of December 31, 2022 related to amounts claimed on insured, defaulted loans excluding government-

insured loans. We assessed these outstanding receivables for collectability, and established a valuation allowance of

$417 million as of December 31, 2023 and $462 million as of December 31, 2022, which reduced our claim receivable

to the amount considered probable of collection.

Mortgage Servicers and Sellers. Mortgage servicers collect mortgage and escrow payments from borrowers, pay taxes

and insurance costs from escrow accounts, monitor and report delinquencies, and perform other required activities,

including loss mitigation, on our behalf. Our mortgage servicers and sellers may also be obligated to repurchase loans

or foreclosed properties, reimburse us for losses or provide other remedies under certain circumstances, such as if it is

determined that the mortgage loan did not meet our underwriting or eligibility requirements, if certain loan

representations and warranties are violated or if mortgage insurers rescind coverage. Our representation and warranty

| Notes to Consolidated Financial Statements | Concentrations of Credit Risk | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-64 | | --- | --- |

framework does not require repurchase for loans that have breaches of certain selling representations and warranties if

they have met specified criteria for relief.

Our business with mortgage servicers is concentrated. The table below displays the percentage of our single-family

conventional guaranty book of business serviced by our top five depository single-family mortgage servicers and top five

non-depository single-family mortgage servicers (i.e., servicers that are not insured depository institutions) based on

unpaid principal balance. There were no servicers that serviced 10% or more of our single-family guaranty book of

business as of December 31, 2023 or 2022.

	Percentage of Single-Family<br><br>Conventional<br><br>Guaranty Book of Business
	As of December 31,
	2023	2022
Top five depository servicers	22%	22%
Top five non-depository servicers	27	23
Total	49%	45%

The table below displays the percentage of our multifamily guaranty book of business serviced by our top five

depository multifamily mortgage servicers and top five non-depository multifamily mortgage servicers. As of December

31, 2023, two servicers serviced 10% or more of our multifamily guaranty book of business, Walker & Dunlop, Inc. and

Wells Fargo Bank, N.A. (together with its affiliates). As of December 31, 2023, Walker & Dunlop, Inc. and Wells Fargo

Bank, N.A. (together with its affiliates) serviced 13% and 10%, respectively, of our multifamily guaranty book of business

based on unpaid principal balance, compared with 13% and 11% as of December 31, 2022.

	Percentage of Multifamily<br><br>Guaranty Book of Business
	As of December 31,
	2023	2022
Top five depository servicers	27%	28%
Top five non-depository servicers	44	43
Total	71%	71%

Multifamily Lenders with Risk Sharing. We enter into risk sharing agreements with lenders pursuant to which the lenders

agree to bear all or some portion of the credit losses on the covered loans. Our maximum potential loss recovery from

lenders under these risk sharing agreements on both DUS and non-DUS multifamily loans was $111.9 billion as of

December 31, 2023, compared with $103.9 billion as of December 31, 2022. As of December 31, 2023, 52% of our

maximum potential loss recovery on multifamily loans was from five DUS lenders, as compared with 53% as of

December 31, 2022.

Derivatives Counterparties. For information on credit risk associated with our derivative transactions and repurchase

agreements see “Note 9, Derivative Instruments” and “Note 15, Netting Arrangements.”

| Notes to Consolidated Financial Statements | Concentrations of Credit Risk | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-65 | | --- | --- |

15.  Netting Arrangements

We use master netting arrangements, which allow us to offset certain financial instruments and collateral with the same

counterparty, to minimize counterparty credit exposure. The tables below display information related to derivatives and

securities purchased under agreements to resell, which are subject to an enforceable master netting arrangement or

similar agreement that are either offset or not offset in our consolidated balance sheets.

	As of December 31, 2023
		Gross<br><br>Amount<br><br>Offset(1)	Net Amount Presented in our Consolidated Balance Sheets		Amounts Not Offset in our<br><br>Consolidated Balance Sheets
	Gross<br><br>Amount			Financial<br><br>Instruments(2)	Collateral(3)
	(Dollars in millions)
Assets:
OTC risk management derivatives	$328	$(294)	34		$—	—	$34
Cleared risk management derivatives	—	11	11		—	—	11
Mortgage commitment derivatives	112	—	112		(23)	(9)	80
Total derivative assets	440	(283)	157		(23)	(9)	125
Securities purchased under agreements<br><br>to resell(5)	65,425	—	65,425		—	(65,425)	—
Total assets	$65,865	$(283)	65,582		$(23)	(65,434)	$125

All values are in US Dollars.

Liabilities:
OTC risk management derivatives	$(3,223)	$3,203	(20)	$—	$—	$(20)
Cleared risk management derivatives	—	(3)	(3)	—	3	—
Mortgage commitment derivatives	(104)	—	(104)	23	77	(4)
Total liabilities	$(3,327)	$3,200	(127)	$23	$80	$(24)

All values are in US Dollars.

	As of December 31, 2022
		Gross<br><br>Amount<br><br>Offset(1)	Net Amount Presented in our Consolidated Balance Sheets		Amounts Not Offset in our<br><br>Consolidated Balance Sheets
	Gross<br><br>Amount			Financial<br><br>Instruments(2)	Collateral(3)
	(Dollars in millions)
Assets:
OTC risk management derivatives	$237	$(234)	3		$—	—	$3
Cleared risk management derivatives	—	80	80		—	—	80
Mortgage commitment derivatives	89	—	89		(50)	(12)	27
Total derivative assets	326	(154)	172		(50)	(12)	110
Securities purchased under agreements<br><br>to resell(5)	69,415	—	69,415		—	(69,415)	—
Total assets	$69,741	$(154)	69,587		$(50)	(69,427)	$110
Liabilities:
OTC risk management derivatives	$(4,686)	$4,662	(24)		$—	—	$(24)
Cleared risk management derivatives	—	—	—		—	—	—
Mortgage commitment derivatives	(78)	—	(78)		50	7	(21)
Total liabilities	$(4,764)	$4,662	(102)		$50	7	$(45)

All values are in US Dollars.

(1)Represents the effect of the right to offset under legally enforceable master netting arrangements to settle with the same counterparty on a

net basis, including cash collateral posted and received and accrued interest.

(2)Mortgage commitment derivative amounts reflect where we have recognized both an asset and a liability with the same counterparty under

an enforceable master netting arrangement but we have not elected to offset the related amounts in our consolidated balance sheets.

| Notes to Consolidated Financial Statements | Netting Arrangements | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-66 | | --- | --- |

(3)Represents collateral received that has not been recognized and not offset in our consolidated balance sheets as well as collateral posted

which has been recognized but not offset in our consolidated balance sheets. Does not include collateral held or posted in excess of our

exposure. The fair value of non-cash collateral we pledged which the counterparty was permitted to sell or repledge was $2.2 billion and

$2.1 billion as of December 31, 2023 and 2022, respectively. The fair value of non-cash collateral received was $65.5 billion and $69.5

billion, of which $55.4 billion and $28.7 billion could be sold or repledged as of December 31, 2023 and 2022, respectively. None of the

underlying collateral was sold or repledged as of December 31, 2023 and 2022.

(4)Excludes derivative assets recognized in our consolidated balance sheets of $45 million and $3 million as of December 31, 2023 and

2022, and derivative liabilities recognized in our consolidated balance sheets of $13 million and $66 million as of December 31, 2023 and

2022, respectively, that were not subject to enforceable master netting arrangements.

(5)Includes $21.8 billion and $45.2 billion of securities purchased under agreements to resell classified as “Cash and cash equivalents” in our

consolidated balance sheets as of December 31, 2023 and 2022, respectively. Includes $12.9 billion and $9.7 billion in securities

purchased under agreements to resell classified as “Restricted cash and cash equivalents” in our consolidated balance sheets as of

December 31, 2023 and 2022, respectively.

Derivative instruments are recorded at fair value and securities purchased under agreements to resell are recorded at

amortized cost in our consolidated balance sheets.

We determine our rights to offset the assets and liabilities presented above with the same counterparty, including

collateral posted or received, based on the contractual arrangements entered into with our individual counterparties and

various rules and regulations that would govern the insolvency of a derivative counterparty. The following is a

description, under various agreements, of the nature of those rights and their effect or potential effect on our financial

position.

The terms of the majority of our contracts for OTC risk management derivatives are governed under master agreements

of the International Swaps and Derivatives Association Inc. (“ISDA”). These agreements provide that all transactions

entered into under the agreement with the counterparty constitute a single contractual relationship. An event of default

by the counterparty allows the early termination of all outstanding transactions under the same ISDA agreement and we

may offset all outstanding amounts related to the terminated transactions including collateral posted or received.

The terms of our contracts for cleared derivatives are governed under the rules of the clearing organization and the

agreement between us and the clearing member of that clearing organization. In the event of a clearing organization

default, all open positions at the clearing organization are closed and a net position (on a clearing member by clearing

member basis) is calculated. Unless otherwise transferred, in the event of a clearing member default, all open positions

cleared through that clearing member are closed and a net position is calculated.

The terms of our contracts for mortgage commitment derivatives are primarily governed by the Fannie Mae Single-

Family Selling Guide (“Selling Guide”), for Fannie Mae-approved lenders, or Master Securities Forward Transaction

Agreements (“MSFTA”), for counterparties that are not Fannie Mae-approved lenders. In the event of default by the

counterparty, both the Selling Guide and the MSFTA allow us to terminate all outstanding transactions under the

applicable agreement and offset all outstanding amounts related to the terminated transactions including collateral

posted or received. Under the Selling Guide, upon a lender event of default, we generally may offset any amounts owed

to a lender against any amounts a lender may owe us under any other existing agreement, regardless of whether or not

such other agreements are in default or payments are immediately due.

The terms of our contracts for securities purchased under agreements to resell are governed by Master Repurchase

Agreements, which are based on the guidelines prescribed by the Securities Industry and Financial Markets

Association. Master Repurchase Agreements provide that all transactions under the agreement constitute a single

contractual relationship. An event of default by the counterparty allows the early termination of all outstanding

transactions under the same agreement and we may offset all outstanding amounts related to the terminated

transactions including collateral posted or received.

In addition to these contractual relationships, we are also a clearing member of two divisions of Fixed Income Clearing

Corporation (“FICC”), a central counterparty (“CCP”). One FICC division clears our trades involving securities

purchased under agreements to resell, securities sold under agreements to repurchase, and other non-mortgage

related securities. The other division clears our forward purchase and sale commitments of mortgage-related securities,

including dollar roll transactions. As a result of these trades, we are required to post initial and variation margin

payments as well as settle certain positions each business day in cash. As a clearing member of FICC, we are exposed

to the risk that the FICC or one or more of the CCP’s clearing members fails to perform its obligations as described

below.

•A default by or the financial or operational failure of FICC would require us to replace transactions cleared

through FICC, thereby increasing operational costs and potentially resulting in losses.

•We may also be exposed to losses if a clearing member of FICC defaults on its obligations as each clearing

member is required to absorb a portion of those fellow-clearing member losses. As a result, we could lose the

margin that we have posted to FICC. Moreover, our exposure could exceed the amount of margin that we

| Notes to Consolidated Financial Statements | Netting Arrangements | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-67 | | --- | --- |

previously posted to FICC, since FICC’s rules require non-defaulting clearing members to cover, on a pro rata

basis, losses caused by a clearing member’s default.

We are unable to develop an estimate of the maximum potential amount of future payments that we could be required to

make to FICC under these arrangements as our exposure is dependent on the volume of trades FICC clearing

members execute now and in the future, which varies daily. Although we are unable to develop an estimate of our

maximum exposure, we expect that losses caused by any clearing member would be partially offset by the fair value of

margin posted by the defaulting clearing member and any other available assets of the CCP for those purposes. We

believe that the risk of a material loss is remote due to FICC’s margin and settlement requirements, guarantee funds

and other resources that are available in the event of a default.

We actively monitor the risks associated with FICC in order to effectively manage this counterparty risk and our

associated liquidity exposure.

16.  Fair Value

We use fair value measurements for the initial recording of certain assets and liabilities and periodic remeasurement of

certain assets and liabilities on a recurring or nonrecurring basis.

Fair Value Measurement

Fair value measurement guidance defines fair value, establishes a framework for measuring fair value and sets forth

disclosures around fair value measurements. This guidance applies whenever other accounting guidance requires or

permits assets or liabilities to be measured at fair value. The guidance establishes a three-level fair value hierarchy that

prioritizes the inputs into the valuation techniques used to measure fair value. The fair value hierarchy gives the highest

priority, Level 1, to measurements based on unadjusted quoted prices in active markets for identical assets or liabilities.

The next highest priority, Level 2, is given to measurements of assets and liabilities based on limited observable inputs

or observable inputs for similar assets and liabilities. The lowest priority, Level 3, is given to measurements based on

unobservable inputs.

Recurring Changes in Fair Value

The following tables display our assets and liabilities measured in our consolidated balance sheets at fair value on a

recurring basis subsequent to initial recognition, including instruments for which we have elected the fair value option.

	Fair Value Measurements as of December 31, 2023
	Quoted Prices<br><br>in Active<br><br>Markets for<br><br>Identical Assets<br><br>(Level 1)
Recurring fair value measurements:	(Dollars in millions)
Assets:
Trading securities:
Mortgage-related		—	4,744	26	—	$4,770
Non-mortgage-related(2)		47,764	18	—	—	47,782
Total trading securities		47,764	4,762	26	—	52,552
Available-for-sale securities:
Agency(3)		—	46	331	—	377
Other mortgage-related		—	4	183	—	187
Total available-for-sale securities		—	50	514	—	564
Mortgage loans		—	2,838	477	—	3,315
Derivative assets		—	395	90	(283)	202
Total assets at fair value		47,764	8,045	1,107	(283)	$56,633
Liabilities:
Long-term debt:
Of Fannie Mae		—	493	268	—	$761
Of consolidated trusts		—	14,226	117	—	14,343
Total long-term debt		—	14,719	385	—	15,104
Derivative liabilities		—	3,327	13	(3,200)	140
Total liabilities at fair value		—	18,046	398	(3,200)	$15,244

All values are in US Dollars.

| Notes to Consolidated Financial Statements | Netting Arrangements | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-68 | | --- | --- | | | Fair Value Measurements as of December 31, 2022 | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | Quoted Prices<br><br>in Active<br><br>Markets for<br><br>Identical Assets<br><br>(Level 1) | | | | | | | Recurring fair value measurements: | (Dollars in millions) | | | | | | | Assets: | | | | | | | | Trading securities: | | | | | | | | Mortgage-related | | — | 3,164 | 47 | — | $3,211 | | Non-mortgage-related(2) | | 46,898 | 20 | — | — | 46,918 | | Total trading securities | | 46,898 | 3,184 | 47 | — | 50,129 | | Available-for-sale securities: | | | | | | | | Agency(3) | | — | 55 | 371 | — | 426 | | Other mortgage-related | | — | 7 | 263 | — | 270 | | Total available-for-sale securities | | — | 62 | 634 | — | 696 | | Mortgage loans | | — | 3,102 | 543 | — | 3,645 | | Derivative assets | | — | 300 | 29 | (154) | 175 | | Total assets at fair value | | 46,898 | 6,648 | 1,253 | (154) | $54,645 | | Liabilities: | | | | | | | | Long-term debt: | | | | | | | | Of Fannie Mae | | — | 919 | 242 | — | $1,161 | | Of consolidated trusts | | — | 16,124 | 136 | — | 16,260 | | Total long-term debt | | — | 17,043 | 378 | — | 17,421 | | Derivative liabilities | | — | 4,764 | 66 | (4,662) | 168 | | Total liabilities at fair value | | — | 21,807 | 444 | (4,662) | $17,589 |

All values are in US Dollars.

(1)Derivative contracts are reported on a gross basis by level. The netting adjustment represents the effect of the legal right to offset under

legally enforceable master netting arrangements to settle with the same counterparty on a net basis, including cash collateral posted and

received.

(2)Primarily includes U.S. Treasury securities.

(3)Agency securities consist of securities issued by Fannie Mae, Freddie Mac, and Ginnie Mae.

| Notes to Consolidated Financial Statements | Fair Value | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-69 | | --- | --- |

The following tables display a reconciliation of all assets and liabilities measured at fair value on a recurring basis using

significant unobservable inputs (Level 3). The tables also display gains and losses due to changes in fair value,

including both realized and unrealized gains and losses, recognized in our consolidated statements of operations and

comprehensive income for Level 3 assets and liabilities.

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	For the Year Ended December 31, 2023
		Total Gains (Losses)(Realized/Unrealized)										Net<br><br>Unrealized<br><br>Gains<br><br>(Losses)<br><br>Included in<br><br>Net Income<br><br>Related to<br><br>Assets and<br><br>Liabilities Still<br><br>Held as of<br><br>December 31,<br><br>2023(4)(5)	Net<br><br>Unrealized<br><br>Gains<br><br>(Losses)<br><br>Included in<br><br>OCI Related<br><br>to Assets and<br><br>Liabilities Still<br><br>Held as of<br><br>December 31,<br><br>2023(1)
	Balance,<br><br>December 31,<br><br>2022	Included in Net Income	Included<br><br>in Total<br><br>OCI<br><br>(Loss)(1)		Purchases(2)	Sales(2)	Issues(3)	Settlements(3)	Transfers<br><br>out of<br><br>Level 3	Transfers<br><br>into<br><br>Level 3	Balance,<br><br>December 31,<br><br>2023
	(Dollars in millions)
Trading securities:
Mortgage-related	$47	(9)		$—	$—	$—	$—	$(1)	$(20)	$9	$26	$(6)	$—
Available-for-sale<br><br>securities:
Agency	$371	—		$(10)	$—	$—	$—	$(29)	$(117)	$116	$331	$—	$(6)
Other mortgage-<br><br>related	263	7		7	—	—	—	(95)	(1)	2	183	—	5
Total available-for-<br><br>sale securities	$634	7		$(3)	$—	$—	$—	$(124)	$(118)	$118	$514	$—	$(1)
Mortgage loans	$543	12		$—	$—	$(1)	$—	$(79)	$(63)	$65	$477	$6	$—
Net derivatives	(37)	78		—	—	—	—	36	—	—	77	114	—
Long-term debt:
Of Fannie Mae	$(242)	(26)		$—	$—	$—	$—	$—	$—	$—	$(268)	$(26)	$—
Of consolidated<br><br>trusts	(136)	1		—	—	—	—	17	53	(52)	(117)	1	—
Total long-term debt	$(378)	(25)		$—	$—	$—	$—	$17	$53	$(52)	$(385)	$(25)	$—

All values are in US Dollars.

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	For the Year Ended December 31, 2022
		Total Gains (Losses)(Realized/Unrealized)										Net<br><br>Unrealized<br><br>Gains<br><br>(Losses)<br><br>Included in<br><br>Net Income<br><br>Related to<br><br>Assets and<br><br>Liabilities Still<br><br>Held as of<br><br>December 31,<br><br>2022(4)(5)	Net<br><br>Unrealized<br><br>Gains<br><br>(Losses)<br><br>Included in<br><br>OCI Related<br><br>to Assets and<br><br>Liabilities Still<br><br>Held as of<br><br>December 31,<br><br>2022(1)
	Balance,<br><br>December 31,<br><br>2021	Included in Net Income	Included<br><br>in Total<br><br>OCI<br><br>(Loss)(1)		Purchases(2)	Sales(2)	Issues(3)	Settlements(3)	Transfers<br><br>out of<br><br>Level 3	Transfers<br><br>into<br><br>Level 3	Balance,<br><br>December 31,<br><br>2022
	(Dollars in millions)
Trading securities:
Mortgage-related	$57	(8)		$—	$—	$—	$—	$(1)	$(54)	$53	$47	$(6)	$—
Available-for-sale<br><br>securities:
Agency	$431	2		$(18)	$—	$—	$—	$(44)	$—	$—	$371	$—	$(14)
Other mortgage-<br><br>related	322	(10)		(2)	—	—	—	(46)	(2)	1	263	—	(2)
Total available-for-<br><br>sale securities	$753	(8)		$(20)	$—	$—	$—	$(90)	$(2)	$1	$634	$—	$(16)
Mortgage loans	$755	(67)		$—	$—	$(4)	$—	$(135)	$(82)	$76	$543	$(57)	$—
Net derivatives	131	(204)		—	—	—	—	36	—	—	(37)	(168)	—
Long-term debt:
Of Fannie Mae	$(373)	131		$—	$—	$—	$—	$—	$—	$—	$(242)	$131	$—
Of consolidated<br><br>trusts	(95)	6		—	—	—	(86)	39	2	(2)	(136)	6	—
Total long-term debt	$(468)	137		$—	$—	$—	$(86)	$39	$2	$(2)	$(378)	$137	$—

All values are in US Dollars.

| Notes to Consolidated Financial Statements | Fair Value | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-70 | | --- | --- | | | Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | For the Year Ended December 31, 2021 | | | | | | | | | | | | | | | | Total Gains (Losses)(Realized/Unrealized) | | | | | | | | | | Net<br><br>Unrealized<br><br>Gains<br><br>(Losses)<br><br>Included in<br><br>Net Income<br><br>Related to<br><br>Assets and<br><br>Liabilities Still<br><br>Held as of<br><br>December 31,<br><br>2021(4)(5) | Net<br><br>Unrealized<br><br>Gains<br><br>(Losses)<br><br>Included in<br><br>OCI Related<br><br>to Assets and<br><br>Liabilities Still<br><br>Held as of<br><br>December 31,<br><br>2021(1) | | | Balance,<br><br>December 31,<br><br>2020 | Included in Net Income | Included<br><br>in Total<br><br>OCI<br><br>(Loss)(1) | | Purchases(2) | Sales(2) | Issues(3) | Settlements(3) | Transfers<br><br>out of<br><br>Level 3 | Transfers<br><br>into<br><br>Level 3 | Balance,<br><br>December 31,<br><br>2021 | | | | | (Dollars in millions) | | | | | | | | | | | | | | Trading securities: | | | | | | | | | | | | | | | Mortgage-related | $95 | (24) | | $— | $18 | $— | $— | $— | $(165) | $133 | $57 | $— | $— | | Available-for-sale<br><br>securities: | | | | | | | | | | | | | | | Agency | $195 | 1 | | $(1) | $— | $— | $— | $(33) | $(107) | $376 | $431 | $— | $2 | | Other mortgage-<br><br>related | 453 | 13 | | (6) | — | — | — | (138) | — | — | 322 | — | (1) | | Total available-for-<br><br>sale securities | $648 | 14 | | $(7) | $— | $— | $— | $(171) | $(107) | $376 | $753 | $— | $1 | | Mortgage loans | $861 | 31 | | $— | $89 | $(66) | $— | $(194) | $(86) | $120 | $755 | $26 | $— | | Net derivatives | 333 | (209) | | — | — | — | — | 7 | — | — | 131 | (202) | — | | Long-term debt: | | | | | | | | | | | | | | | Of Fannie Mae | $(416) | 43 | | $— | $— | $— | $— | $— | $— | $— | $(373) | $43 | $— | | Of consolidated<br><br>trusts | (83) | (1) | | — | — | — | — | 16 | 20 | (47) | (95) | (2) | — | | Total long-term debt | $(499) | 42 | | $— | $— | $— | $— | $16 | $20 | $(47) | $(468) | $41 | $— |

All values are in US Dollars.

(1)Gains (losses) are included in “Other comprehensive loss” in our consolidated statements of operations and comprehensive income.

(2)Purchases and sales include activity related to the consolidation and deconsolidation of assets of securitization trusts.

(3)Issues and settlements include activity related to the consolidation and deconsolidation of liabilities of securitization trusts.

(4)Amount represents temporary changes in fair value. Amortization, accretion and the impairment of credit losses are not considered

unrealized and are not included in this amount.

(5)Gains (losses) are included in “Fair value gains, net” in our consolidated statements of operations and comprehensive income.

(6)Gains (losses) included in “Net interest income” in our consolidated statements of operations and comprehensive income includes

amortization of cost basis adjustments.

(7)Gains (losses) are included in “Investment gains (losses), net” in our consolidated statements of operations and comprehensive income.

| Notes to Consolidated Financial Statements | Fair Value | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-71 | | --- | --- |

The following tables display valuation techniques and the range and the weighted average of significant unobservable

inputs for our Level 3 assets and liabilities measured at fair value on a recurring basis, excluding instruments for which

we have elected the fair value option. Changes in these unobservable inputs can result in significantly higher or lower

fair value measurements of these assets and liabilities as of the reporting date.

	Fair Value Measurements as of December 31, 2023
	Fair Value	Significant<br><br>Unobservable<br><br>Inputs(1)	Range(1)			Weighted -<br><br>Average(1)(2)
	(Dollars in millions)
Recurring fair value measurements:
Trading securities:
Mortgage-related(3)	26
Available-for-sale securities:
Agency(3)	331
Other mortgage-related	74	Spreads (bps)	530.0	-	560.0	544.8
	9
	100
Total other mortgage-related	183
Total available-for-sale securities	514
Net derivatives	45
	32
Total net derivatives	77

All values are in US Dollars.

	Fair Value Measurements as of December 31, 2022
	Fair Value	Significant<br><br>Unobservable<br><br>Inputs(1)	Range(1)			Weighted -<br><br>Average(1)(2)
	(Dollars in millions)
Recurring fair value measurements:
Trading securities:
Mortgage-related(3)	47
Available-for-sale securities:
Agency(3)	371
Other mortgage-related	142	Spreads (bps)	531.0	-	582.0	557.7
	96
	25
Total other mortgage-related	263
Total available-for-sale securities	634
Net derivatives	25
	(62)
Total net derivatives	(37)

All values are in US Dollars.

(1)Valuation techniques for which no unobservable inputs are disclosed generally reflect the use of third-party pricing services or dealers, and

the range of unobservable inputs applied by these sources is not readily available or cannot be reasonably estimated. Where we have

disclosed unobservable inputs for consensus and single vendor techniques, those inputs are based on our validations performed at the

security level using discounted cash flows.

(2)Unobservable inputs were weighted by the relative fair value of the instruments.

(3)Includes Fannie Mae and Freddie Mac securities.

In our consolidated balance sheets certain assets and liabilities are measured at fair value on a nonrecurring basis; that

is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in

certain circumstances (for example, when we evaluate loans for impairment). We held no Level 1 assets or liabilities

that were measured at fair value on a nonrecurring basis as of December 31, 2023 or 2022. We held $42 million and

$30 million in Level 2 assets as of December 31, 2023 and 2022, respectively, composed of mortgage loans held for

sale that were impaired. We had no Level 2 or Level 3 liabilities that were measured at fair value on a nonrecurring

basis as of December 31, 2023 or 2022.

| Notes to Consolidated Financial Statements | Fair Value | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-72 | | --- | --- |

The following table displays valuation techniques for our Level 3 assets measured at fair value on a nonrecurring basis.

		Fair Value<br><br>Measurements as of<br><br>December 31,
	Valuation Techniques	2023	2022
		(Dollars in millions)
Nonrecurring fair value measurements:
Mortgage loans:(1)
Mortgage loans held for sale, at lower of cost or fair value	Consensus	$1,994	$1,571
	Single Vendor	—	92
Total mortgage loans held for sale, at lower of cost or fair value		1,994	1,663
Single-family mortgage loans held for investment, at amortized cost	Internal Model	407	1,636
Multifamily mortgage loans held for investment, at amortized cost	Appraisal	33	3
	Broker Price Opinion	769	614
	Internal Model	218	27
Total multifamily mortgage loans held for investment, at amortized<br><br>cost		1,020	644
Acquired property, net:
Single-family	Accepted Offer	23	17
	Appraisal	43	65
	Internal Model	230	215
	Walk Forward	75	91
	Various	19	12
Total single-family		390	400
Multifamily	Various	182	119
Total nonrecurring assets at fair value		$3,993	$4,462

(1)When we measure impairment, including recoveries, based on the fair value of the loan or the underlying collateral and impairment is

recorded on any component of the mortgage loan, including accrued interest receivable and amounts due from the borrower for advances

of taxes and insurance, we present the entire fair value measurement amount with the corresponding mortgage loan.

| Notes to Consolidated Financial Statements | Fair Value | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-73 | | --- | --- |

We use valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

The following is a description of the valuation techniques we use for fair value measurement and disclosure as well as

our basis for classifying these measurements as Level 1, Level 2 or Level 3 of the valuation hierarchy in more specific

situations.

Instruments	Valuation Techniques	Classification
U.S Treasury<br><br>Securities and Futures	We classify securities whose values are based on quoted market prices in active markets for<br><br>identical assets as Level 1 of the valuation hierarchy. These are comprised of US Treasury<br><br>securities and futures which are classified as trading securities.	Level 1
Other Trading<br><br>Securities and<br><br>Available-for-Sale<br><br>Securities	We classify securities in active markets as Level 2 of the valuation hierarchy if quoted market<br><br>prices in active markets for identical assets are not available. For all valuation techniques used for<br><br>securities where there is limited activity or less transparency around these inputs to the valuation,<br><br>these securities are classified as Level 3 of the valuation hierarchy.<br><br>Single Vendor: Uses one vendor price to estimate fair value. We generally validate these<br><br>observations of fair value through the use of a discounted cash flow technique whose unobservable<br><br>inputs (for example, spreads) are disclosed in the table above.<br><br>Consensus: Uses an average of two or more vendor prices for similar securities. We generally<br><br>validate these observations of fair value through the use of a discounted cash flow technique<br><br>whose unobservable inputs (for example, spreads) are disclosed in the table above.	Level 2 and 3
	Discounted Cash Flow: In the absence of prices provided by third-party pricing services supported<br><br>by observable market data, we estimate the fair value of a portion of our securities using a<br><br>discounted cash flow technique that uses inputs such as default rates, prepayment speeds, loss<br><br>severity and spreads based on market assumptions where available.<br><br>Other: Default pricing to par or par equivalent.<br><br>For private-label securities, an increase in unobservable prepayment speeds in isolation would<br><br>generally result in an increase in fair value, and an increase in unobservable spreads, severity<br><br>rates or default rates in isolation would generally result in a decrease in fair value. For mortgage<br><br>revenue bonds classified as Level 3 of the valuation hierarchy, an increase in unobservable<br><br>spreads would result in a decrease in fair value. Although we have disclosed unobservable inputs<br><br>for the fair value of our recurring Level 3 securities above, interrelationships exist among these<br><br>inputs such that a change in one unobservable input typically results in a change to one or more of<br><br>the other inputs.
Mortgage Loans Held<br><br>for Investment	Build-up: We derive the fair value of performing mortgage loans using a build-up valuation<br><br>technique starting with the base value for our Fannie Mae MBS with similar characteristics and<br><br>then add or subtract the fair value of the associated guaranty asset, guaranty obligation (“GO”) and<br><br>master servicing arrangement. We set the GO equal to the estimated fair value we would receive if<br><br>we were to issue our guaranty to an unrelated party in a stand-alone arm’s length transaction at the<br><br>measurement date. The fair value of the GO is estimated based on our current guaranty pricing for<br><br>loans underwritten after 2008 and our internal valuation models considering management’s best<br><br>estimate of key loan characteristics for loans underwritten before 2008. Our performing loans are<br><br>generally classified as Level 2 of the valuation hierarchy to the extent that significant inputs are<br><br>observable. To the extent that unobservable inputs are significant, the loans are classified as Level<br><br>3 of the valuation hierarchy.	Level 2 and 3
	Consensus: Calculated through the extrapolation of indicative sample bids obtained from multiple<br><br>active market participants plus the estimated value of any applicable mortgage insurance, the<br><br>estimated fair value using the Consensus method represents an estimate of the prices we would<br><br>receive if we were to sell these single-family nonperforming and certain reperforming loans in the<br><br>whole loan market. The fair value of any mortgage insurance on a nonperforming or reperforming<br><br>loan is estimated using product-specific pricing grids that have been derived from loan-level bids on<br><br>whole loan transactions. These loans are generally classified as Level 3 of the valuation hierarchy<br><br>because significant inputs are unobservable. To the extent that significant inputs are observable,<br><br>the loans are classified as Level 2 of the valuation hierarchy.<br><br>We estimate the fair value for a portion of our senior-subordinated trust structures using the prices<br><br>at the security level as a proxy for estimating loan fair value. These loans are classified as Level 3<br><br>of the valuation hierarchy because significant inputs are unobservable.
	Single Vendor: We estimate the fair value of our reverse mortgages using the single vendor<br><br>valuation technique.<br><br>Internal Model: The internal model used to value collateral contains four sub-component models: 1)<br><br>Location Model, 2) Neighborhood Model, 3) Automated Valuation Model (“AVM”) Imputation Model<br><br>and 4) Final Valuation Model. These models consider characteristics of the property, neighborhood,<br><br>local housing markets, underlying loan and home price growth to derive a final estimated value.<br><br>These loans are classified as Level 3 of the valuation hierarchy because significant inputs are<br><br>unobservable.
Notes to Consolidated Financial Statements	Fair Value
---		Fannie Mae (In conservatorship) 2023 Form 10-K	F-74
---	---
Instruments	Valuation Techniques	Classification
---	---	---
Mortgage Loans Held<br><br>for Investment	Appraisal: We use appraisals to estimate the fair value for a portion of our multifamily loans based<br><br>on either estimated replacement cost, the present value of future cash flows, or sales of similar<br><br>properties. Significant unobservable inputs include estimated replacement or construction costs,<br><br>property net operating income, capitalization rates, and adjustments made to sales of comparable<br><br>properties based on characteristics such as financing, conditions of sale, and physical<br><br>characteristics of the property.<br><br>Broker Price Opinion: We use broker price opinions to estimate the fair value for a portion of our<br><br>multifamily loans. This technique uses both current property value and the property value adjusted<br><br>for stabilization and market conditions. The unobservable inputs used in this technique are property<br><br>net operating income and market capitalization rates to estimate property value.<br><br>Asset Manager Estimate: This technique uses the net operating income and tax assessments of<br><br>the specific property as well as Metropolitan Statistical Area-specific market capitalization rates and<br><br>average per unit sales values to estimate property fair value.	Level 2 and 3
	An increase in prepayment speeds in isolation would generally result in an increase in the fair value<br><br>of our mortgage loans classified as Level 3 of the valuation hierarchy, and an increase in severity<br><br>rates, default rates or spreads in isolation would generally result in a decrease in fair value.<br><br>Although we have disclosed unobservable inputs for the fair value of the mortgage loans classified<br><br>as Level 3 above, interrelationships exist among these inputs such that a change in one<br><br>unobservable input typically results in a change to one or more of the other inputs.
Mortgage Loans Held<br><br>for Sale	Loans are reported at the lower of cost or fair value in our consolidated balance sheets. The<br><br>valuation methodology and inputs used in estimating the fair value of HFS loans are the same as<br><br>our HFI loans and are described above in “Mortgage Loans Held for Investment.” To the extent that<br><br>significant inputs are unobservable, the loans are classified within level 3 of the valuation hierarchy.	Level 2 and 3
Acquired Property, Net<br><br>and Other Assets	Single-family acquired property valuation techniques<br><br>Accepted Offer: An Offer to Purchase Real Estate that has been submitted by a potential purchaser<br><br>of an acquired property and accepted by Fannie Mae in a pending sale.<br><br>Appraisal: An appraisal is an estimate based on recent historical data of the value of a specific<br><br>property by a certified or licensed appraiser. Adjustments are made for differences between<br><br>comparable properties for unobservable inputs such as square footage, location, and condition of<br><br>the property.<br><br>Broker Price Opinion: This technique provides an estimate of what the property is worth based<br><br>upon a real estate broker’s use of specific market research and a sales comparison approach that<br><br>is similar to the appraisal process. This information, all of which is unobservable, is used along with<br><br>recent and pending sales and current listings of similar properties to arrive at an estimate of value.	Level 3
	Property Inspection Report with Value: This technique provides an estimate of what the property is<br><br>worth based upon a third party model that is adjusted for condition of the property and/or any other<br><br>factors impacting the marketability.<br><br>Appraisal and Broker Price Opinion, and Property Inspection Report with Value Walk Forward<br><br>(“Walk Forward”): We use these techniques to adjust appraisal, broker price opinion, and property<br><br>inspection valuations for changing market conditions by applying a walk forward factor based on<br><br>local price movements since the time the third-party value was obtained.<br><br>Internal Model: We use an internal model to estimate fair value for distressed properties. The<br><br>valuation methodology and inputs used are described under “Mortgage Loans Held for Investment.”
	Multifamily acquired property valuation techniques<br><br>Appraisal: We use this method to estimate property values for distressed properties. The valuation<br><br>methodology and inputs used are described under “Mortgage Loans Held for Investment.”<br><br>Broker Price Opinion: We use this method to estimate property values for distressed properties.<br><br>The valuation methodology and inputs used are described under “Mortgage Loans Held for<br><br>Investment.”<br><br>Asset Manager Estimate: We use this method to estimate property values for distressed properties.<br><br>The valuation methodology and inputs used are described under “Mortgage Loans Held for<br><br>Investment.”			Notes to Consolidated Financial Statements	Fair Value
---		Fannie Mae (In conservatorship) 2023 Form 10-K	F-75
---	---
Instruments	Valuation Techniques	Classification
---	---	---
Asset and Liability<br><br>Derivative Instruments<br><br>(collectively<br><br>“Derivatives”)	The valuation process for the majority of our risk management derivatives uses observable market<br><br>data provided by third-party sources, resulting in Level 2 classification of the valuation hierarchy.<br><br>Single Vendor: We use one vendor price to estimate fair value. We generally validate these<br><br>observations of fair value through the use of a discounted cash flow technique.<br><br>Clearing House: We use the clearing house-provided value for interest-rate derivatives which are<br><br>transacted through a clearing house.<br><br>Internal Model: We use internal models to value interest-rate derivatives which are valued by<br><br>referencing yield curves derived from observable interest rates and spreads to project and discount<br><br>cash flows to present value.<br><br>Discounted Cash Flow: We use discounted cash flow to estimate fair value for credit enhancement<br><br>derivatives related to CRT.<br><br>Dealer Mark: Certain highly complex structured swaps primarily use a single dealer mark due to<br><br>lack of transparency in the market and may be modeled using observable interest rates and<br><br>volatility levels as well as significant unobservable assumptions, resulting in Level 3 classification of<br><br>the valuation hierarchy. Mortgage commitment derivatives that use observable market data, quotes<br><br>and actual transaction price levels adjusted for market movement are typically classified as Level 2<br><br>of the valuation hierarchy. To the extent mortgage commitment derivatives include adjustments for<br><br>market movement that cannot be corroborated by observable market data, we classify them as<br><br>Level 3 of the valuation hierarchy.	Level 2 and 3
Debt of Fannie Mae<br><br>and Consolidated<br><br>Trusts	We classify debt instruments that have quoted market prices in active markets for similar liabilities<br><br>when traded as assets as Level 2 of the valuation hierarchy. For all valuation techniques used for<br><br>debt instruments where there is limited activity or less transparency around these inputs to the<br><br>valuation, these debt instruments are classified as Level 3 of the valuation hierarchy.<br><br>Consensus: Uses an average of two or more vendor prices or dealer marks that represents<br><br>estimated fair value for similar liabilities when traded as assets.<br><br>Single Vendor: Uses a single vendor price that represents estimated fair value for these liabilities<br><br>when traded as assets.<br><br>Discounted Cash Flow: Uses spreads based on market assumptions where available.<br><br>Other: Default pricing to par or par equivalent.<br><br>The valuation methodology and inputs used in estimating the fair value of MBS assets are<br><br>described under “Trading Securities and Available-for-Sale Securities.”	Level 2 and 3		Notes to Consolidated Financial Statements	Fair Value
---		Fannie Mae (In conservatorship) 2023 Form 10-K	F-76
---	---

Fair Value of Financial Instruments

The following table displays the carrying value and estimated fair value of our financial instruments. The fair value of

financial instruments we disclose includes commitments to purchase multifamily and single-family mortgage loans that

we do not record in our consolidated balance sheets. The fair values of these commitments are included as “Mortgage

loans held for investment, net of allowance for loan losses.” The disclosure excludes all non-financial instruments;

therefore, the fair value of our financial assets and liabilities does not represent the underlying fair value of our total

consolidated assets and liabilities.

	As of December 31, 2023
	Carrying<br><br>Value	Quoted<br><br>Prices in<br><br>Active<br><br>Markets for<br><br>Identical<br><br>Assets<br><br>(Level 1)	Significant<br><br>Other<br><br>Observable<br><br>Inputs<br><br>(Level 2)	Significant<br><br>Unobservable<br><br>Inputs<br><br>(Level 3)	Netting<br><br>Adjustment	Estimated<br><br>Fair Value
	(Dollars in millions)
Financial assets:
Cash and cash equivalents, including<br><br>restricted cash and cash equivalents	$68,706	$33,981	$34,725	$—	$—	$68,706
Securities purchased under agreements<br><br>to resell	30,700	—	30,700	—	—	30,700
Trading securities	52,552	47,764	4,762	26	—	52,552
Available-for-sale securities	564	—	50	514	—	564
Mortgage loans held for sale	2,149	—	93	2,196	—	2,289
Mortgage loans held for investment, net<br><br>of allowance for loan losses	4,133,482	—	3,571,555	130,022	—	3,701,577
Advances to lenders	1,389	—	1,389	—	—	1,389
Derivative assets at fair value	202	—	395	90	(283)	202
Guaranty assets and buy-ups	73	—	—	155	—	155
Total financial assets	$4,289,817	$81,745	$3,643,669	$133,003	$(283)	$3,858,134
Financial liabilities:
Short-term debt:
Of Fannie Mae	$17,314	$—	$17,317	$—	$—	$17,317
Long-term debt:
Of Fannie Mae	106,751	—	106,701	605	—	107,306
Of consolidated trusts	4,098,653	—	3,633,157	293	—	3,633,450
Derivative liabilities at fair value	140	—	3,327	13	(3,200)	140
Guaranty obligations	79	—	—	65	—	65
Total financial liabilities	$4,222,937	$—	$3,760,502	$976	$(3,200)	$3,758,278
Notes to Consolidated Financial Statements	Fair Value
---		Fannie Mae (In conservatorship) 2023 Form 10-K	F-77
---	---
	As of December 31, 2022
---	---	---	---	---	---	---
	Carrying<br><br>Value	Quoted<br><br>Prices in<br><br>Active<br><br>Markets for<br><br>Identical<br><br>Assets<br><br>(Level 1)	Significant<br><br>Other<br><br>Observable<br><br>Inputs<br><br>(Level 2)	Significant<br><br>Unobservable<br><br>Inputs<br><br>(Level 3)	Netting<br><br>Adjustment	Estimated<br><br>Fair Value
	(Dollars in millions)
Financial assets:
Cash and cash equivalents, including<br><br>restricted cash and cash equivalents	$87,841	$32,991	$54,850	$—	$—	$87,841
Securities purchased under agreements<br><br>to resell	14,565	—	14,565	—	—	14,565
Trading securities	50,129	46,898	3,184	47	—	50,129
Available-for-sale securities	696	—	62	634	—	696
Mortgage loans held for sale	2,033	—	48	2,029	—	2,077
Mortgage loans held for investment, net<br><br>of allowance for loan losses	4,112,403	—	3,437,979	171,857	—	3,609,836
Advances to lenders	1,502	—	1,502	—	—	1,502
Derivative assets at fair value	175	—	300	29	(154)	175
Guaranty assets and buy-ups	87	—	—	166	—	166
Total financial assets	$4,269,431	$79,889	$3,512,490	$174,762	$(154)	$3,766,987
Financial liabilities:
Short-term debt:
Of Fannie Mae	$10,204	$—	$10,208	$—	$—	$10,208
Long-term debt:
Of Fannie Mae	123,964	—	122,066	558	—	122,624
Of consolidated trusts	4,087,720	—	3,511,958	42,150	—	3,554,108
Derivative liabilities at fair value	168	—	4,764	66	(4,662)	168
Guaranty obligations	94	—	—	66	—	66
Total financial liabilities	$4,222,150	$—	$3,648,996	$42,840	$(4,662)	$3,687,174		Notes to Consolidated Financial Statements	Fair Value
---		Fannie Mae (In conservatorship) 2023 Form 10-K	F-78
---	---

The following is a description of the valuation techniques we use for fair value measurement of our financial instruments

as well as our basis for classifying these measurements as Level 1, Level 2 or Level 3 of the valuation hierarchy in

certain specific situations.

Instruments	Description	Classification
Financial Instruments<br><br>for which Fair Value<br><br>Approximates Carrying<br><br>Value	We hold certain financial instruments that are not carried at fair value but for which the carrying<br><br>value approximates fair value due to the short-term nature and negligible credit risk inherent in<br><br>them. These financial instruments include cash and cash equivalents, the majority of advances to<br><br>lenders, and securities sold/purchased under agreements to repurchase/resell.	Level 1 and 2
Securities Sold/<br><br>Purchased Under<br><br>Agreements to<br><br>Repurchase/Resell	The carrying value for the majority of these specific instruments approximates the fair value due to<br><br>the short-term nature and the negligible inherent credit risk, as they involve the exchange of<br><br>collateral that is easily traded. Were we to calculate the fair value of these instruments, we would<br><br>use observable inputs.	Level 2
Mortgage Loans Held<br><br>for Sale	Loans are reported at the lower of cost or fair value in our consolidated balance sheets. The<br><br>valuation methodology and inputs used in estimating the fair value of HFS loans are the same as<br><br>for our HFI loans and are described under “Fair Value Measurement—Mortgage Loans Held for<br><br>Investment” in the valuation techniques for assets and liabilities held at fair value table. To the<br><br>extent that significant inputs are unobservable, the loans are classified within Level 3 of the<br><br>valuation hierarchy.	Level 2 and 3
Mortgage Loans Held<br><br>for Investment	For a description of loan valuation techniques, refer to “Fair Value Measurement—Mortgage Loans<br><br>Held for Investment” in the valuation techniques for assets and liabilities held at fair value table. We<br><br>measure the fair value of certain loans that are delivered under the Home Affordable Refinance<br><br>Program® (“HARP®”) using a modified build-up approach while the loan is performing. Under this<br><br>modified approach, we set the credit component of the consolidated loans (that is, the guaranty<br><br>obligation) equal to the compensation we would currently receive for a loan delivered to us under<br><br>the program because the total compensation for these loans is equal to their current exit price in<br><br>the government-sponsored enterprise securitization market. If, subsequent to delivery, the<br><br>refinanced loan becomes past due or is modified, the fair value of the guaranty obligation is then<br><br>measured consistent with other loans that have similar characteristics.	Level 2 and 3
Advances to Lenders	The carrying value for the majority of our advances to lenders approximates the fair value due to<br><br>the short-term nature and the negligible inherent credit risk. If we were to calculate the fair value of<br><br>these instruments, we would use discounted cash flow models that use observable inputs such as<br><br>spreads based on market assumptions, resulting in Level 2 classification. Advances to lenders also<br><br>include loans that do not qualify for Fannie Mae MBS securitization and are valued using a<br><br>discounted cash flow technique that uses estimated credit spreads of similar collateral and<br><br>prepayment speeds that consider recent prepayment activity. We classify these valuations as Level<br><br>3 given that significant inputs are not observable or are determined by extrapolation of observable<br><br>inputs.	Level 2 and 3
Guaranty Assets and<br><br>Buy-ups	Guaranty assets related to our portfolio securitizations are recorded in our consolidated balance<br><br>sheets at fair value on a recurring basis and are classified as Level 3. Guaranty assets in lender<br><br>swap transactions are recorded in our consolidated balance sheets at the lower of cost or fair<br><br>value. These assets, which are measured at fair value on a nonrecurring basis, are also classified<br><br>as Level 3.<br><br>We estimate the fair value of guaranty assets by using proprietary models to project cash flows<br><br>based on management’s best estimate of key assumptions such as prepayment speeds and<br><br>forward yield curves. Because guaranty assets are similar to an interest-only income stream, the<br><br>projected cash flows are discounted at rates that consider the current spreads on interest-only<br><br>swaps that reference Fannie Mae MBS and also liquidity considerations of the guaranty assets.<br><br>The fair value of guaranty assets includes the fair value of any associated buy-ups.	Level 3
Guaranty Obligations	The fair value of all guaranty obligations, measured subsequent to their initial recognition, is our<br><br>estimate of a hypothetical transaction price we would receive if we were to issue our guaranty to an<br><br>unrelated party in a standalone arm’s-length transaction at the measurement date. The valuation<br><br>methodology and inputs used in estimating the fair value of the guaranty obligations are described<br><br>under “Fair Value Measurement—Mortgage loans held for investment—build-up” in the valuation<br><br>techniques for assets and liabilities held at fair value.	Level 3

Fair Value Option

We generally elect the fair value option on a financial instrument when the accounting guidance would otherwise require

us to separately account for a derivative that is embedded in an instrument at fair value. Under the fair value option, we

carry this type of instrument, in its entirety, at fair value instead of separately accounting for the derivative.

Interest income for the mortgage loans is recorded in “Interest income: Mortgage loans” and interest expense for the

debt instruments is recorded in “Interest expense: Long-term debt” in our consolidated statements of operations and

comprehensive income.

| Notes to Consolidated Financial Statements | Fair Value | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-79 | | --- | --- |

The following table displays the fair value and unpaid principal balance of the financial instruments for which we have

made fair value elections.

	As of December 31,
	2023			2022
	Loans(1)	Long-Term<br><br>Debt of<br><br>Fannie Mae	Long-Term<br><br>Debt of<br><br>Consolidated<br><br>Trusts	Loans(1)	Long-Term<br><br>Debt of<br><br>Fannie Mae	Long-Term<br><br>Debt of<br><br>Consolidated<br><br>Trusts
	(Dollars in millions)
Fair value	$3,315	$761	$14,343	$3,645	$1,161	$16,260
Unpaid principal balance	3,442	731	14,383	3,835	1,145	16,311

(1)Includes nonaccrual loans with a fair value of $32 million and $40 million as of December 31, 2023 and 2022, respectively. Includes loans

that are 90 days or more past due with a fair value of $31 million and $48 million as of December 31, 2023 and 2022, respectively.

Changes in Fair Value under the Fair Value Option Election

We recorded gains of $108 million, losses of $503 million and gains of $28 million for the years ended December 31,

2023, 2022 and 2021, respectively, from changes in the fair value of loans recorded at fair value in “Fair value gains,

net” in our consolidated statements of operations and comprehensive income.

We recorded losses of $308 million, gains of $2.3 billion, and gains of $631 million for the years ended December 31,

2023, 2022 and 2021, respectively, from changes in the fair value of long-term debt recorded at fair value in “Fair value

gains, net” in our consolidated statements of operations and comprehensive income.

17.  Commitments and Contingencies

We are party to various types of legal actions and proceedings, including actions brought on behalf of various classes of

claimants. We also are subject to regulatory examinations, inquiries and investigations, and other information gathering

requests. In some of the matters, indeterminate amounts are sought. Modern pleading practice in the U.S. permits

considerable variation in the assertion of monetary damages or other relief. Jurisdictions may permit claimants not to

specify the monetary damages sought or may permit claimants to state only that the amount sought is sufficient to

invoke the jurisdiction of the trial court. This variability in pleadings, together with our and our counsel’s actual

experience in litigating or settling claims, leads us to conclude that the monetary relief that may be sought by plaintiffs

bears little relevance to the merits or disposition value of claims.

Legal actions and proceedings of all types are subject to many uncertain factors that generally cannot be predicted with

assurance. Accordingly, the outcome of any given matter and the amount or range of potential loss at particular points in

time is frequently difficult to ascertain. Uncertainties can include how fact finders will evaluate documentary evidence

and the credibility and effectiveness of witness testimony, and how the court will apply the law. Disposition valuations

are also subject to the uncertainty of how opposing parties and their counsel may view the evidence and applicable law.

On a quarterly basis, we review relevant information about all pending legal actions and proceedings for the purpose of

evaluating and revising our contingencies, accruals and disclosures. We establish an accrual only for matters when the

likelihood of a loss is probable and we can reasonably estimate the amount of such loss. We are often unable to

estimate the possible losses or ranges of losses, particularly for proceedings that are in their early stages of

development, where plaintiffs seek indeterminate or unspecified damages, where there may be novel or unsettled legal

questions relevant to the proceedings, or where settlement negotiations have not occurred or progressed. Given the

uncertainties involved in any action or proceeding, regardless of whether we have established an accrual, the ultimate

resolution of certain of these matters may be material to our operating results for a particular period, depending on,

among other factors, the size of the loss or liability imposed and the level of our net income or loss for that period.

In addition to the matters specifically described below, we are involved in a number of legal and regulatory proceedings

that arise in the ordinary course of business that we do not expect will have a material impact on our business or

financial condition.

| Notes to Consolidated Financial Statements | Fair Value | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-80 | | --- | --- |

Senior Preferred Stock Purchase Agreements Litigation

A consolidated class action (“In re Fannie Mae/Freddie Mac Senior Preferred Stock Purchase Agreement Class Action

Litigations”) and a non-class action lawsuit, Fairholme Funds v. FHFA, filed by Fannie Mae and Freddie Mac

stockholders against us, FHFA as our conservator, and Freddie Mac are pending in the U.S. District Court for the District

of Columbia. The lawsuits challenge the August 2012 amendment to each company’s senior preferred stock purchase

agreement with Treasury.

Plaintiffs in these lawsuits allege that the net worth sweep dividend provisions of the senior preferred stock that were

implemented pursuant to the August 2012 amendments nullified certain of the stockholders’ rights and caused them

harm. Plaintiffs in the class action represent a class of Fannie Mae preferred stockholders and classes of Freddie Mac

common and preferred stockholders. On September 23, 2022, the court issued a summary judgment ruling that

permitted the plaintiffs in these lawsuits to present to a jury their claims for breach of the implied covenant of good faith

and fair dealing. The cases were consolidated for trial and a trial commenced on October 17, 2022, but resulted in a

mistrial after the jury could not reach a verdict. A second trial commenced on July 24, 2023. On August 14, 2023, the

jury returned a verdict for the plaintiffs and awarded damages of $299.4 million to Fannie Mae preferred stockholders.

On October 24, 2023, the court awarded these stockholders prejudgment interest on the damage award, to be

determined as simple interest, accruing from August 17, 2012 until the date on which judgment is entered at a fixed rate

of 5% over the Federal Reserve discount rate as of August 17, 2012. We have determined the prejudgment interest

through December 31, 2023 is $196 million. The parties will have an opportunity to file an appeal once the court enters

a final judgment. We evaluated the jury verdict and the court’s award of prejudgment interest and have established an

accrual for each, reflected as expense in “Other expenses, net” for the year ended December 31, 2023.

Unconditional Purchase and Lease Commitments

We have unconditional commitments related to the purchase of loans and mortgage-related securities. These include

both on- and off-balance sheet commitments. A portion of these have been recorded as derivatives in our consolidated

balance sheets.

We lease certain premises and equipment under agreements that expire at various dates through August 31, 2037.

Some of these leases provide for payment by the lessee of property taxes, insurance premiums, cost of maintenance

and other costs. Rent expenses for operating leases were $106 million, $101 million and $108 million for the years

ended December 31, 2023, 2022 and 2021, respectively.

The following table summarizes by remaining maturity, non-cancelable future commitments related to loan and

mortgage purchases, operating leases and other agreements.

	As of December 31, 2023
	Loans and<br><br>Mortgage-<br><br>Related<br><br>Securities(1)	Operating<br><br>Leases(2)	Other(3)
	(Dollars in millions)
2024	$17,775	$81	$180
2025	—	81	133
2026	—	79	103
2027	—	79	91
2028	—	78	68
Thereafter	—	367	—
Total	$17,775	$765	$575

(1)Primarily includes mortgage commitment derivatives.

(2)Includes amounts related to office buildings and equipment leases.

(3)Includes purchase commitments for certain telecommunications services, computer software and services, and other agreements and

commitments.

| Notes to Consolidated Financial Statements | Commitments and Contingencies | | --- || Fannie Mae (In conservatorship) 2023 Form 10-K | F-81 | | --- | --- |

Document

Exhibit 4.1

Description of the Registrant’s Securities Registered Pursuant to Section 12

of the Securities Exchange Act of 1934.

Section 303(a) of the Fannie Mae Charter Act, which we refer to as the Charter Act, provides that Fannie Mae shall have common stock, without par value. The Charter Act also provides that Fannie Mae may have preferred stock on such terms and conditions as the Board of Directors shall prescribe.

The Charter Act contains no limitation on the amount of common stock that we may issue, and we are currently authorized under our Bylaws to issue 700,000,000 shares of preferred stock, having no par value.

As of December 31, 2023, our issued and outstanding capital stock consists of both common and preferred stock, as follows:

•1,158,087,567 shares of common stock; and

•3,000,000 shares of Series D Preferred Stock;

•3,000,000 shares of Series E Preferred Stock;

•13,800,000 shares of Series F Preferred Stock;

•5,750,000 shares of Series G Preferred Stock;

•8,000,000 shares of Series H Preferred Stock;

•6,000,000 shares of Series I Preferred Stock;

•6,900,000 shares of Series L Preferred Stock;

•9,200,000 shares of Series M Preferred Stock;

•4,500,000 shares of Series N Preferred Stock;

•50,000,000 shares of Series O Preferred Stock;

•24,922 shares of Series 2004-1 Preferred Stock;

•40,000,000 shares of Series P Preferred Stock;

•15,000,000 shares of Series Q Preferred Stock;

•21,200,000 shares of Series R Preferred Stock;

•280,000,000 shares of Series S Preferred Stock;

•89,000,000 shares of Series T Preferred Stock.

Description of Common Stock

The following description of our common stock is a summary and does not purport to be complete. This description is qualified in its entirety by, and should be read in conjunction with, the Charter Act and Fannie Mae’s Bylaws, which are filed as exhibits to our Annual Report on Form 10-K and are incorporated by reference herein. As discussed in greater detail in our Bylaws, pursuant to Federal Housing Finance Agency (“FHFA”) regulation, Fannie Mae follows the applicable corporate governance practices and procedures of the Delaware General Corporation Law to the extent not inconsistent with the Charter Act and other Federal law, rules, and regulations.

Fully Paid and Non-assessable

All outstanding shares of Fannie Mae common stock are fully paid and non-assessable.

Voting Rights

The holders of shares of common stock are entitled to one vote per share on all matters to be voted on by such holders. Holders of shares of common stock are not entitled to cumulative voting rights.

Note that FHFA, acting as conservator, has suspended the voting rights of our common shareholders during conservatorship.

Dividend Rights

The holders of shares of common stock are entitled to receive such dividends, if any, as may be declared from time to time by our Board of Directors in its discretion out of funds legally available for the payment of dividends.

FHFA, as conservator, announced in September 2008 that we would not pay any dividends on the common stock while we are in conservatorship. In addition, under the terms of the senior preferred stock purchase agreement between us and the U.S. Department of Treasury (“Treasury”), dividends may not be paid on the common stock without the prior written consent of Treasury, regardless of whether we are in conservatorship, see “Business—Conservatorship and Treasury Agreements —Treasury Agreements” in Fannie Mae’s Annual Report on Form 10-K for the year ended December 31, 2023 (“Form 10-K”), incorporated by reference herein.

Liquidation Rights

Subject to any preferential rights of any other series of outstanding preferred stock, holders of common stock will share ratably in all assets legally available for distribution to stockholders in the event we are liquidated or wound down pursuant to applicable law.

No Preemptive or Similar Rights

Common stock has no preemptive or other subscription rights, and there are no conversion or exchange rights or redemption or sinking fund provisions with respect to the common stock.

Free Transferability

Our Charter Act provides that the free transferability of the company’s stock at all times to any person or entity shall not be restricted, except that, as to Fannie Mae, stock may be transferable only on our books.

Limitation on Rights

The rights of holders of common stock are limited by the rights granted to the holder of our senior preferred stock, see “Business—Conservatorship and Treasury Agreements —Treasury Agreements—Senior Preferred Stock Purchase Agreement and Senior Preferred Stock” in our Form 10-K.

Listing

Our common stock is quoted on the OTCQB market of OTC Markets Group, Inc. under the trading symbol “FNMA.”

Description of Preferred Stock

Fannie Mae has sixteen outstanding series of preferred stock registered pursuant to Section 12 of the Securities Exchange Act of 1934 (collectively, the “Preferred Stock”). The rights of holders of each series of Preferred Stock are set forth in the Certificate of Designation of Terms for such series. The terms of the various series of Preferred Stock are substantially similar to one another, and the following description summarizes the rights applicable to all series of Fannie Mae Preferred Stock, unless otherwise noted.

The following summary description is qualified in its entirety by, and should be read in conjunction with, the Charter Act, Fannie Mae’s Bylaws, the applicable Certificate of Designation of Terms for each series of preferred stock. As discussed in greater detail in our Bylaws, pursuant to FHFA regulation, Fannie Mae follows the applicable corporate governance practices and procedures of the Delaware General Corporation Law to the extent not inconsistent with the Charter Act and other Federal law, rules, and regulations.

Fully Paid and Non-assessable

All outstanding shares of Fannie Mae Preferred Stock are fully paid and non-assessable.

Voting Rights

Holders of Fannie Mae Preferred Stock are not entitled to any voting rights, either general or special.

Holders of shares of a series of Preferred Stock are entitled to one vote per share on amendments to the Certificate of Designation of Terms for such series of Preferred Stock, and the consent of the holders of two-thirds of the shares of a series of Preferred Stock is required to effectuate any such amendment.

Dividend Rights

The holders of shares of a series of Preferred Stock are entitled to receive such dividends as are set forth in the applicable Certificate of Designation of Terms as may be declared from time to time by our Board of Directors, in its discretion, out of funds legally available for the payment of dividends. Each series of Preferred Stock provides for quarterly dividends, with the quarterly dividend payment being calculated by applying a dividend rate to the stated value of the Preferred Stock.

All of the outstanding series of Preferred Stock have an equal priority and preference as to dividends. To the extent dividends are declared or set aside on one series of Preferred Stock for a quarterly dividend period, they must be declared or set aside on all series of Preferred Stock on a pro rata basis. Dividends may not be declared and paid on the common stock for a given dividend period unless the dividends for each series of Preferred Stock for such dividend period have been declared and paid in full. However, the Board of Directors may declare or set aside dividends on the Preferred Stock without the declaration and payment of dividends on the common stock.

Dividends on each outstanding series of Preferred Stock are non-cumulative. To the extent a dividend is not declared or set aside for a series of Preferred Stock for a designated quarterly dividend period, then the holder of such series of Preferred Stock will have no claim or right to such dividend payment in the future.

FHFA, as conservator, announced in September 2008 that we would not pay any dividends on the Preferred Stock while we are in conservatorship. In addition, under the terms of the senior preferred stock purchase agreement between us and Treasury, dividends may not be paid on the Preferred Stock without the prior written consent of Treasury, regardless of whether we are in conservatorship, see “Business—Conservatorship and Treasury Agreements—Treasury Agreements” in our Form 10-K.

The dividend payment terms for each series of Preferred Stock are as follows:

Series	Dividend Type	Stated Value/ Liquidation Preference	Dividend Rate
Series D	Fixed	$50	5.25% per annum
Series E	Fixed	$50	5.10% per annum
Series F	Variable	$50	One-week average yield on 2-year U.S. Treasury Securities at “constant maturity” as published by the Board of Governors of the Federal Reserve System, less 0.16%,
Series G	Variable	$50	One-week average yield on 2-year U.S. Treasury Securities at “constant maturity” as published by the Board of Governors of the Federal Reserve System, less 0.18%
Series H	Fixed	$50	5.81% per annum
Series I	Fixed	$50	5.375% per annum
Series L	Fixed	$50	5.125% per annum
Series M	Fixed	$50	4.75% per annum
Series N	Fixed	$50	5.50% per annum
Series O	Variable	$50	The greater of (i) 7.00% and (ii) the sum of the published one-week average yield on 10-year U.S. Treasury Securities at “constant maturity” as published by the Board of Governors of the Federal Reserve System, plus 2.375%
Series 2004-1	Fixed	$100,000	5.375% per annum
Series P	Variable	$25	The greater of (i) 4.50% and (ii) the sum of 3-month CME Term SOFR plus 0.26161% plus 0.75%
Series Q	Fixed	$25	6.75% per annum
Series R	Fixed	$25	7.625% per annum
Series S	Variable	$25	The greater of (i) 7.75% and (ii) the sum of 3-month CME Term SOFR plus 0.26161% plus 4.23%
Series T	Fixed	$25	8.25% per annum

Liquidation Rights

Subject to the preferential rights of our senior preferred stock, holders of the Preferred Stock will be entitled to receive, out of the assets legally available for distribution to stockholders in the event we are liquidated or wound down pursuant to applicable law, an amount equal to the liquidation preference for such series of Preferred Stock, plus an amount equal to the dividend (whether or not declared) for the then-current quarterly dividend period.

In the event the assets legally available for distribution to stockholders are insufficient to pay the liquidation preference of all Preferred Stock in full, the assets available for distribution will be divided among all holders of Preferred Stock on a pro rata basis, based on the value of the liquidation preference of each series of Preferred Stock.

The liquidation preference for each series of Preferred Stock is listed in the table above.

No Preemptive or Subscription Rights

The Preferred Stock has no preemptive or other subscription rights.

Exchange or Conversion Rights

The Preferred Stock has no exchange or conversion rights, except for the Series 2004-1 preferred stock.

The Series 2004-1 preferred stock is convertible, at the option of the holder, into shares of Fannie Mae common stock. Each share of Series 2004-1 preferred stock is convertible into 1,060.3 shares of common stock, the equivalent to a conversion price of $94.31 per share of common stock.

Redemption Provisions

The Preferred Stock may generally be redeemed at the option of Fannie Mae, in whole or in part, subject to any restrictions detailed below.

In order to redeem one or more series of Preferred Stock, Fannie Mae must pay the redemption price for such series, plus an amount equal to the dividend (whether or not declared) for the then-current dividend period accrued to the date of redemption.

The redemption price for each series of Preferred Stock is equal to its stated value, except for the Series 2004-1 preferred stock, which has a redemption price of $105,000.

Our Preferred Stock is redeemable at any time, except for three series of Preferred Stock listed below:

Series	Next Redemption Date	Subsequent Redemption Dates
Series F	March 31, 2024	On the second anniversary following the last redemption date.
Series G	September 30, 2024	On the second anniversary following the last redemption date.
Series S	December 31, 2025	On the fifth anniversary following the last redemption date.

The Preferred Stock is not subject to mandatory redemption or sinking fund provisions.

Under the terms of the senior preferred stock purchase agreement between us and Treasury, we may not redeem any Preferred Stock without the prior written consent of Treasury, regardless of whether we are in conservatorship.

Free Transferability

Our Charter Act provides that the free transferability of the company’s stock at all times to any person or entity shall not be restricted, except that, as to Fannie Mae, stock may be transferable only on our books.

Limitation on Rights

The rights of holders of Preferred Stock are limited by the rights granted to the holder of our senior preferred stock, see “Business—Conservatorship and Treasury Agreements—Senior Preferred Stock Purchase Agreement and Senior Preferred Stock.”

Listing

Certain series of our Preferred Stock are quoted on the OTCQB market of OTC Markets Group, Inc. under the following trading symbols:

Series	Trading Symbol
Series E	FNMFM
Series F	FNMAP
Series G	FNMAO
Series H	FNMAM
Series I	FNMAG
Series L	FNMAN
Series M	FNMAL
Series N	FNMAK
Series O	FNMFN
Series 2004-1	FNMFO
Series P	FNMAH
Series Q	FNMAI
Series R	FNMAJ
Series S	FNMAS
Series T	FNMAT

6

Document

Exhibit 31.1

CERTIFICATION

PURSUANT TO SECURITIES EXCHANGE ACT RULE 13a-14(a)

I, Priscilla Almodovar, certify that:

1.    I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2023 of Fannie Mae (formally, the Federal National Mortgage Association);

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Priscilla Almodovar
Priscilla Almodovar<br><br>Chief Executive Officer

Date: February 15, 2024

Document

Exhibit 31.2

CERTIFICATION

PURSUANT TO SECURITIES EXCHANGE ACT RULE 13a-14(a)

I, Chryssa C. Halley, certify that:

1.    I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2023 of Fannie Mae (formally, the Federal National Mortgage Association);

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Chryssa C. Halley
Chryssa C. Halley<br>Executive Vice President and Chief Financial Officer

Date: February 15, 2024

Document

Exhibit 32.1

CERTIFICATION

In connection with the Annual Report on Form 10-K of Fannie Mae (formally, the Federal National Mortgage Association) for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Priscilla Almodovar, Chief Executive Officer of Fannie Mae, certify, pursuant to 18 U.S.C. Section 1350, that to my knowledge:

1.    The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2.    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Fannie Mae.

/s/ Priscilla Almodovar
Priscilla Almodovar<br><br>Chief Executive Officer

Date: February 15, 2024

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

Document

Exhibit 32.2

CERTIFICATION

In connection with the Annual Report on Form 10-K of Fannie Mae (formally, the Federal National Mortgage Association) for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Chryssa C. Halley, Executive Vice President and Chief Financial Officer of Fannie Mae, certify, pursuant to 18 U.S.C. Section 1350, that to my knowledge:

1.    The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and

2.    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Fannie Mae.

/s/ Chryssa C. Halley
Chryssa C. Halley<br>Executive Vice President and Chief Financial Officer

Date: February 15, 2024

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.