Federal National Mortgage Association Fannie Mae: Form 10-K for the period ended Dec 31, 2023

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

(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

(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 employees1 of our workforce of officer-level 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 Commitment •*On a quarterly basis, we may draw funds from Treasury to cover the amount that our total liabilities exceed our total assets for the applicable fiscal quarter (referred to as the “deficiency amount”), up to the amount of remaining funding commitment under the agreement. •As of the date of this filing: ◦$119.8 billion has been paid to us by Treasury under this funding commitment; and ◦$113.9 billion of funding commitment from Treasury remains; this amount would be reduced by any future payments by Treasury under the commitment.

Business | Conservatorship and Treasury Agreements

Fannie Mae 2023 Form 10-K 8

Business | Conservatorship and Treasury Agreements

Fannie Mae 2023 Form 10-K 9

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.

Business | Conservatorship and Treasury Agreements

Fannie Mae 2023 Form 10-K 10

Business | Conservatorship and Treasury Agreements

Fannie Mae 2023 Form 10-K 11

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,

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

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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.

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Fannie Mae 2023 Form 10-K 15

Single-Family Housing Goals

(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.

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Fannie Mae 2023 Form 10-K 16

(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

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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 (http://www.fanniemae.com). Materials that we file with the SEC are also available from the SEC’s website, www.sec.gov (http://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.

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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.

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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.

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.

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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

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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.

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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;

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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

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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

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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.

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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.

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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.

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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

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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-

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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.

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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.

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.

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.

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

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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.

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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

(Dollars in millions)

(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.

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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

(Dollars in millions)

(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.

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(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.”

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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.

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.

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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)

(Dollars in millions)

(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.

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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

(Dollars in millions)

(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.

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The table below displays the components of our fair value gains and losses.

Fair Value Gains, Net

(Dollars in millions)

(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.

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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.

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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 Enhancement Recoveries

(Dollars in millions)

(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.

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(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.

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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

(Dollars in millions)

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

(Dollars in millions)

(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

(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

(Dollars in millions)

(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.

(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

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)

(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)

(Dollars in millions)

(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 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.

Fair value gains, net

Fair value gains, net were primarily driven by gains on trading securities. U.S. Treasury yields decreased in the fourth quarter of 2023, which resulted in a net gain on our fixed-rate securities held in our corporate liquidity portfolio.

Fair value gains, net in 2022 were primarily driven by the impact of rising interest rates and widening of the secondary spread, which led to price declines. As a result of the price declines, we recognized gains on our commitments to sell mortgage-related securities and long- term debt of consolidated trusts held at fair value. These gains were partially offset by fair value losses on fixed-rate trading securities.

Benefit (provision) for credit losses

Benefit for credit losses in 2023 was primarily driven by a benefit from actual and forecasted home price growth, partially offset by a provision driven by the overall credit risk profile of our newly acquired loans and a provision relating to the redesignation of loans from HFI to HFS.

Provision for credit losses in 2022 was primarily driven by decreases in forecasted home prices, the overall credit risk profile of our newly acquired loans, and rising interest 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®.

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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.

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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

(Dollars in billions)

(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.

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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.

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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 of Business(1)

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Fannie Mae 2023 Form 10-K 83

* 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.

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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

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)

(Dollars in millions)

(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

(Dollars in billions)

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,

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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

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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)

(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

(Dollars in millions)

(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

(Dollars in millions)

(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

(Dollars in billions)

(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.

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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 (http://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

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Fannie Mae 2023 Form 10-K 91

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.

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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

* 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 One and Two Years Post-Modification

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

(Dollars in millions)

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

(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

(Dollars in millions)

* 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

(Dollars in millions)

(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)

(Dollars in millions)

(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

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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.

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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.

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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)

(Dollars in millions)

(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 compared with 2022 primarily due to lower yield maintenance income as a result of fewer prepayments, as well as lower average charged guaranty fees, partially offset by an increase in our multifamily guaranty book of business.

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Fannie Mae 2023 Form 10-K 108

Benefit (provision) for credit losses

Provision for credit losses in 2023 was primarily driven by changes in loan activity and provision from actual and projected economic data, as decreasing multifamily property values throughout 2023 resulted in higher estimated LTV ratios in our multifamily guaranty book of business.

Provision for credit losses in 2022 was primarily driven by our expectation of increased probability of default and greater expected severity of loss on our seniors housing portfolio, as well as higher actual and 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.

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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.

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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

(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.

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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

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

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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

(Dollars in millions)

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.

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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 (http://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.

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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

(Dollars in millions)

(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.”

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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)

(Dollars in millions)

(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.

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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

(Dollars in millions)

(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.”

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Fannie Mae 2023 Form 10-K 117

(Dollars in millions)

* 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;

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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;

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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.

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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

(Dollars in billions)

(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.

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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

(Dollars in millions)

(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.

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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.

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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.

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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

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.

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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)

Capital Metrics under the Enterprise Regulatory Capital Framework as of December 31, 2022(1)

(Dollars in billions)

(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

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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

(Dollars in millions)

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Fannie Mae 2023 Form 10-K 127

The table below presents certain components of our core capital.

Statutory Capital Components

(Dollars in millions)

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.

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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.”

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Fannie Mae 2023 Form 10-K 129

Components of Risk Management

Our risk management program is composed of four inter-related components.

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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).

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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.

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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.

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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.

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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)

(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

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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

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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.

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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.

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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.

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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

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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

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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

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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.

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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.

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Interest-Rate Sensitivity of Net Portfolio to Changes in Interest-Rate Level and Slope of Yield Curve

(Dollars in millions)

(Dollars in millions)

(Dollars in millions)

(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)

(Dollars in millions)

(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

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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.

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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.

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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.

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Fannie Mae 2023 Form 10-K 148

Select Single-Family Macroeconomic Model Inputs(1)

(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 (http://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.

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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.