2021 Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

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

For the fiscal year ended December 31, 2021

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

For the transition period from to

Commission file number: 0-50231

Federal National Mortgage Association

(Exact name of registrant as specified in its charter)

Fannie Mae

Federally chartered corporation 52-0883107 1100 15th Street, NW 800 232-6643

Washington, DC 20005

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

(Address of principal executive

offices, including zip code)

(Registrant’s telephone number,

including area code)

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

Title of each class Trading Symbol(s) Name of each exchange on which registered

None N/A N/A

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

Common Stock, without par value

8.25% Non-Cumulative Preferred Stock, Series T, stated value $25 per share

Fixed-to-Floating Rate Non-Cumulative Preferred Stock, Series S, stated value $25 per share

7.625% Non-Cumulative Preferred Stock, Series R, stated value $25 per share

6.75% Non-Cumulative Preferred Stock, Series Q, stated value $25 per share

Variable Rate Non-Cumulative Preferred Stock, Series P, stated value $25 per share

Variable Rate Non-Cumulative Preferred Stock, Series O, stated value $50 per share

5.375% Non-Cumulative Convertible Series 2004-1 Preferred Stock, stated value $100,000 per share

5.50% Non-Cumulative Preferred Stock, Series N, stated value $50 per share

4.75% Non-Cumulative Preferred Stock, Series M, stated value $50 per share

5.125% Non-Cumulative Preferred Stock, Series L, stated value $50 per share

5.375% Non-Cumulative Preferred Stock, Series I, stated value $50 per share

5.81% Non-Cumulative Preferred Stock, Series H, stated value $50 per share

Variable Rate Non-Cumulative Preferred Stock, Series G, stated value $50 per share

Variable Rate Non-Cumulative Preferred Stock, Series F, stated value $50 per share

5.10% Non-Cumulative Preferred Stock, Series E, stated value $50 per share

5.25% Non-Cumulative Preferred Stock, Series D, stated value $50 per share

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

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

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

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

past 90 days. Yes þ No ¨

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

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

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

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

the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company ☐

Emerging growth company

☐

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

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

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

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

report.☑

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

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

June 30, 2021 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $1.8 billion.

As of February 1, 2022, there were 1,158,087,567 shares of common stock of the registrant outstanding.

Table of Contents

Page

PART I

Item 1.

Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Executive Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Summary of Our Financial Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Liquidity Provided in 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Our Mission, Strategy and Charter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Mortgage Securitizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Managing Mortgage Credit Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Conservatorship, Treasury Agreements and Housing Finance Reform . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Legislation and Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Human Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Where You Can Find Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 1A.

Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Risk Factors Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

GSE and Conservatorship Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Credit Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Operational Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Liquidity and Funding Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Market and Industry Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Legal and Regulatory Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

General Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 1B.

Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 2.

Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 3.

Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 4.

Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity

Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 6.

[Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . .

Key Market Economic Indicators . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Balance Sheet Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Retained Mortgage Portfolio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Guaranty Book of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Business Segments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Single-Family Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Single-Family Mortgage Market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Single-Family Market Activity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Single-Family Business Metrics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Single-Family Business Financial Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Single-Family Mortgage Credit Risk Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Multifamily Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

119

Fannie Mae 2021 Form 10-K i

Multifamily Mortgage Market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

121

Multifamily Market Activity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

122

Multifamily Business Metrics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

122

Multifamily Business Financial Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

125

Multifamily Mortgage Credit Risk Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

126

Liquidity and Capital Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

133

Risk Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

143

Mortgage Credit Risk Management Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

145

Climate Change and Natural Disaster Risk Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

145

Institutional Counterparty Credit Risk Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

147

Market Risk Management, including Interest-Rate Risk Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

155

Liquidity and Funding Risk Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

160

Operational Risk Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

160

Critical Accounting Estimates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

161

Impact of Future Adoption of New Accounting Guidance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

164

Glossary of Terms Used in This Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

164

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

168

Item 8.

Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

168

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . . . . . . .

168

Item 9A.

Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

168

Item 9B.

Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

173

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

173

PART III

Item 10.

Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

173

Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

173

Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

179

ESG Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

186

Report of the Audit Committee of the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

190

Executive Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

192

Item 11.

Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

195

Compensation Discussion and Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

195

Compensation Committee Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

217

Compensation Risk Assessment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

217

Compensation Tables and Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

218

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . . . . .

229

Item 13.

Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . .

230

Policies and Procedures Relating to Transactions with Related Persons . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

230

Transactions with Related Persons . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

232

Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

233

Item 14.

Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

235

PART IV

Item 15.

Exhibits, Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

237

Item 16.

Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

239

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-1

Fannie Mae 2021 Form 10-K ii

PART I

We have been under conservatorship, with the Federal Housing Finance Agency (“FHFA”) acting as conservator,

since September 6, 2008. As conservator, FHFA succeeded to all rights, titles, powers and privileges of the

company, and of any shareholder, officer or director of the company with respect to the company and its assets.

The conservator has since provided for the exercise of certain functions and authorities by our Board of Directors.

Our directors do not have any fiduciary duties to any person or entity except to the conservator and, accordingly,

are not obligated to consider the interests of the company, the holders of our equity or debt securities, or the

holders of Fannie Mae MBS unless specifically directed to do so by the conservator.

We do not know when or how the conservatorship will terminate, what further changes to our business will be made

during or following conservatorship, what form we will have and what ownership interest, if any, our current common

and preferred stockholders will hold in us after the conservatorship is terminated or whether we will continue to exist

following conservatorship. Members of Congress and the Administration continue to express the importance of

housing finance system reform.

We are not currently permitted to pay dividends or other distributions to stockholders. Our agreements with the U.S.

Department of the Treasury (“Treasury”) include a commitment from Treasury to provide us with funds to maintain a

positive net worth under specified conditions; however, the U.S. government does not guarantee our securities or

other obligations. Our agreements with Treasury also include covenants that significantly restrict our business

activities. For additional information on the conservatorship, the uncertainty of our future, and our agreements with

Treasury, see “Business—Conservatorship, Treasury Agreements and Housing Finance Reform” and “Risk Factors

—GSE and Conservatorship Risk.”

Forward-looking statements in this report are based on management’s current expectations and are subject to

significant uncertainties and changes in circumstances, as we describe in “Business—Forward-Looking Statements.”

Future events and our future results may differ materially from those reflected in our forward-looking statements due to

a variety of factors, including those discussed in “Risk Factors” and elsewhere in this report.

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

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

Item 1. Business

Introduction

Fannie Mae is a leading source of financing for mortgages in the United States, with $4.2 trillion in assets as of

December 31, 2021. Organized as a government-sponsored entity, Fannie Mae is a shareholder-owned corporation.

Our charter is an act of Congress, which establishes that our purposes are to provide liquidity and stability to the

residential mortgage market and to promote access to mortgage credit. We were initially established in 1938.

Our revenues are primarily driven by guaranty fees we receive for assuming the credit risk on loans underlying the

mortgage-backed securities we issue. We do not originate loans or lend money directly to borrowers. Rather, we work

primarily with lenders who originate loans to borrowers. We securitize those loans into Fannie Mae mortgage-backed

securities that we guarantee (which we refer to as Fannie Mae MBS or our MBS).

Effectively managing credit risk is key to our business. In exchange for assuming credit risk on the loans we acquire, we

receive guaranty fees. These fees take into account the credit risk characteristics of the loans we acquire. Guaranty

fees are set at the time we acquire loans and do not change over the life of the loan. How long a loan remains in our

guaranty book is heavily dependent on interest rates. When interest rates decrease, a larger portion of our book of

business turns over as more loans refinance. On the other hand, as interest rates increase, fewer loans refinance and

our book turns over more slowly. Since guaranty fees are set at the time a loan is originated, the impact of any change

in guaranty fees on future revenues depends on the rates at which loans in our book of business turn over and new

loans are added.

Business | Introduction

Fannie Mae 2021 Form 10-K 1

Executive Summary

Please read this summary together with our MD&A, our consolidated financial statements as of December 31, 2021 and

the accompanying notes.

Summary of Our Financial Performance

Consolidated Results

(Dollars in billions)

$21.9

$25.3

$29.9

$14.2

$11.8

$22.2

$14.0

$11.8

$22.1

Net revenues Net income Comprehensive income

2019 2020 2021

2021 vs. 2020

• Net revenues increased $4.6 billion in 2021 compared with 2020, primarily due to higher base guaranty fee

income as the size of our guaranty book of business grew along with higher average guaranty fees related to

the loans in our book of business in 2021. This was coupled with an increase in net amortization income as a

result of high prepayment volumes from loan refinancings as a result of the continued low interest-rate

environment. The loans and associated debt of consolidated trusts that liquidated in 2021 had larger

unamortized deferred fees than those that liquidated in 2020. The increase in net revenues in 2021 was

partially offset by a decrease in net interest income from our portfolios compared with 2020 due to lower

average balances and lower yields on our mortgage loans and assets offset by lower borrowing costs on our

long-term funding debt.

• Net income increased $10.4 billion in 2021 compared with 2020, mainly due to higher net revenues as

discussed above plus a shift from credit-related expense in 2020 to credit-related income in 2021. Credit-

related income in 2021 was primarily driven by strong actual and forecasted home price growth, a benefit from

the redesignation of certain nonperforming and reperforming loans and a reduction in our estimate of losses we

expect to incur as a result of the COVID-19 pandemic, partially offset by a provision for higher actual and

projected interest rates. In addition, fair value gains in 2021 were primarily driven by declines in the fair value of

risk management derivatives and trading securities, offset by the impact of hedge accounting. Fair value losses

in 2020, before we implemented hedge accounting, were primarily driven by declines in the fair value of

commitments to sell mortgage-related securities as prices increased during the commitment period. See

“Consolidated Results of Operations—Hedge Accounting Impact” for further details on the impact of our fair

value hedge accounting.

• Net worth increased by $22.1 billion in 2021 to $47.4 billion as of December 31, 2021. The increase is

attributed to $22.1 billion of comprehensive income for the twelve months ended December 31, 2021.

Business | Executive Summary

Fannie Mae 2021 Form 10-K 2

2020 vs. 2019

• Net revenues increased $3.4 billion in 2020 compared with 2019, primarily driven by an increase in net

amortization income as a result of interest rates declining to historically low levels, leading to record levels of

refinancing activity in 2020.

• Net income decreased $2.4 billion in 2020 compared with 2019, primarily driven by a shift from credit-related

income to credit-related expense, driven by the economic dislocation caused by the COVID-19 pandemic and

lower loan redesignation activity, as well as a reduction in investment gains driven by a decrease in the volume

of reperforming loan sales. This was partially offset by the increase in net revenues from higher net

amortization income discussed above.

• Net worth increased by $10.7 billion to $25.3 billion in 2020. The increase is attributed to $11.8 billion of

comprehensive income for the twelve months ended December 31, 2020 offset by a charge of $1.1 billion to

retained earnings due to our implementation of Accounting Standards Update 2016-13, Financial Instruments—

Credit Losses, Measurement of Credit Losses on Financial Instruments and related amendments (the “CECL

standard”) on January 1, 2020. See “Note 1, Summary of Significant Accounting Policies—New Accounting

Guidance—Adoption of the CECL Standard” for further details on our implementation of the CECL standard.

Financial Performance Outlook

Our financial results benefited significantly in 2021 from high refinance volumes, which contributed to our net

amortization income, and the high pace of home price growth, which contributed to our credit-related income. We

expect the pace of home price growth to moderate in 2022, and we have already seen a decline in the volume of

refinancings beginning in the second half of 2021, as interest rates have risen. Specifically, we expect increases in

mortgage interest rates and fewer refinancings as the large number of borrowers who have refinanced recently will

result in fewer borrowers who can benefit from a refinancing in the future, leading to lower amortization income from

prepayment activity. In addition, we expect the positive benefit to credit-related income (expense) from home price

growth to decline in 2022 compared with 2021 as we expect home price growth to slow. See “MD&A—Key Market

Economic Indicators” for a discussion of how home prices, interest rates and other macroeconomic factors can affect

our financial results.

Our long-term financial performance will depend on many factors, including:

• the size of and our share of the U.S. mortgage market, which in turn will depend upon population growth,

household formation and housing supply;

• borrower performance, the guaranty fees we receive, and changes in home prices, interest rates and other

macroeconomic factors, including the impact of climate change on these factors; and

• the impact of actions by FHFA, the Administration and Congress relating to our business and housing finance

reform, including our capital requirements, our ongoing financial obligations to Treasury, restrictions on our

activities and our business footprint, our competitive environment and pricing, and actions we are required to

take to support borrowers or the mortgage market.

For information about how we may be impacted by general economic conditions, see “Risk Factors—Market and

Industry Risk.” For information about the potential impacts of climate change, see “Risk Factors—Credit Risk” and

“MD&A—Risk Management—Climate Change and Natural Disaster Risk Management.” For information about the

impact of actions by FHFA, the Administration and Congress, see “Risk Factors—GSE and Conservatorship Risk.”

Business | Executive Summary

Fannie Mae 2021 Form 10-K 3

Liquidity Provided in 2021

Through our single-family and multifamily business segments, we provided $1.4 trillion in liquidity to the mortgage

market in 2021, which enabled the financing of approximately 5.5 million home purchases, refinancings and rental units.

Fannie Mae Provided $1.4 trillion in Liquidity in 2021

Unpaid Principal Balance

Units

$451B

1.5M

Single-Family Home Purchases

$904B

3.3M

Single-Family Refinancings

$69B

694K

Multifamily Rental Units

For information about the financing we have provided through our green bonds and our Sustainable Bond Framework,

see “Directors, Executive Officers and Corporate Governance—Corporate Governance—ESG Matters.”

Our Mission, Strategy and Charter

Our Mission and Strategy

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

across America. We are pursuing this mission through our strategic objectives:

• Build on our mission-first culture to become a globally-recognized, top-performing environmental, social and

governance (ESG) financial services company by delivering positive mission and community outcomes to serve

homeowners and tenants.

• Ensure that Fannie Mae is a financially secure company that is able to attract private capital by managing risk

to the firm and the housing finance system to fulfill its mission.

• Increase operational agility and efficiency, accelerating the digital transformation of the firm to deliver more

value and reliable, modern platforms in support of the broader housing finance system.

Our Charter

The Federal National Mortgage Association Charter Act (the “Charter Act”) establishes the parameters under which we

operate and our purposes, which are 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.

The Charter Act specifies that our operations are to be financed by private capital to the maximum extent feasible. We

are expected to earn reasonable economic returns on all our activities. However, we may accept lower returns on

certain activities relating to mortgages on housing for low- and moderate-income families in order to support those

segments of the market. We expect the lower returns to be offset by activities that yield higher returns.

Principal balance limitations. To meet our purposes, the Charter Act authorizes us to purchase and securitize mortgage

loans secured by single-family and multifamily properties. Our acquisitions of single-family conventional mortgage loans

are subject to maximum original principal balance limits, known as “conforming loan limits.” The conforming loan limits

are adjusted each year based on FHFA’s housing price index. For 2021, the conforming loan limit for mortgages

secured by one-family residences was set at $548,250, with higher limits for mortgages secured by two- to four-family

residences and in four statutorily-designated states and territories (Alaska, Hawaii, Guam and the U.S. Virgin Islands).

Business | Our Mission, Strategy and Charter

Fannie Mae 2021 Form 10-K 4

For 2022, FHFA increased the national conforming loan limit for one-family residences to $647,200. In addition, higher

loan limits of up to 150% of the otherwise applicable loan limit apply in certain high-cost areas. Certain loans above the

baseline conforming loan limit will be subject to a recently announced increase in upfront fees, which we discuss in

“MD&A—Single-Family Business—Single-Family Business Metrics.” The Charter Act does not impose maximum

original principal balance limits on loans we purchase or securitize that are insured by the Federal Housing

Administration (“FHA”) or guaranteed by the Department of Veterans Affairs (“VA”).

The Charter Act also includes the following provisions:

• Credit enhancement requirements. The Charter Act generally requires credit enhancement on any single-family

conventional mortgage loan that we purchase or securitize that has a loan-to-value (“LTV”) ratio over 80% at

the time of purchase. The credit enhancement may take the form of one or more of the following: (1) insurance

or a guaranty by a qualified insurer on the portion of the unpaid principal balance of a mortgage loan that

exceeds 80% of the property value; (2) a seller’s agreement to repurchase or replace the loan in the event of

default; or (3) retention by the seller of at least a 10% participation interest in the loan. Regardless of LTV ratio,

the Charter Act does not require us to obtain credit enhancement to purchase or securitize loans insured by

FHA or guaranteed by the VA.

• Issuances of our securities. We are authorized, upon the approval of the Secretary of the Treasury, to issue

debt obligations and mortgage-related securities. Neither the U.S. government nor any of its agencies

guarantees, directly or indirectly, our debt or mortgage-related securities.

• Authority of Treasury to purchase our debt obligations. At the discretion of the Secretary of the Treasury,

Treasury may purchase our debt obligations up to a maximum of $2.25 billion outstanding at any one time.

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

the federal securities laws. As a result, we do not file registration statements or prospectuses with the SEC with

respect to our securities offerings. However, our equity securities are not treated as exempt securities for

purposes of Sections 12, 13, 14 or 16 of the Securities Exchange Act of 1934 (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. Our non-equity securities are

exempt securities under the Exchange Act.

• Exemption from specified taxes. Fannie Mae is 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.

• Limitations. We may not originate mortgage loans or 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. We may

purchase or securitize mortgage loans only on properties located in the United States and its territories.

Mortgage Securitizations

We support market liquidity by issuing Fannie Mae MBS that are readily traded in the capital markets. We create Fannie

Mae MBS by placing mortgage loans in a trust and issuing securities that are backed by those mortgage loans. Monthly

payments received on the loans are the primary source of payments passed through to Fannie Mae MBS holders. We

guarantee to the MBS trust that we will supplement amounts received by the MBS trust as required to permit timely

payment of principal and interest on the trust certificates. In return for this guaranty, we receive guaranty fees.

Below we discuss the three broad categories of our securitization transactions and the uniform mortgage-backed

securities we issue.

Securitization Transactions

We currently securitize a substantial majority of the single-family and multifamily mortgage loans we acquire. Our

securitization transactions primarily fall within three broad categories: lender swap transactions, portfolio securitizations,

and structured securitizations.

Lender Swap Transactions

In a single-family “lender swap transaction,” a mortgage lender that operates in the primary mortgage market generally

delivers a pool of mortgage loans to us in exchange for Fannie Mae MBS backed by these mortgage loans. Lenders

may hold the Fannie Mae MBS they receive from us or sell them to investors. A pool of mortgage loans is a group of

mortgage loans with similar characteristics. After receiving the mortgage loans in a lender swap transaction, we place

them in a trust for which we serve as trustee. This trust is established for the sole purpose of holding the mortgage

Business | Our Mission, Strategy and Charter

Fannie Mae 2021 Form 10-K 5

loans separate and apart from our corporate assets. We guarantee to each MBS trust that we will supplement amounts

received by the MBS trust as required to permit timely payment of principal and interest on the related Fannie Mae

MBS. We are entitled to a portion of the interest payment as a fee for providing our guaranty. The mortgage servicer

also retains a portion of the interest payment as a fee for servicing the loan. Then, on behalf of the trust, we make

monthly distributions to the Fannie Mae MBS certificateholders from the principal and interest payments and other

collections on the underlying mortgage loans.

Lender Swap Transaction

Our Multifamily business generally creates multifamily Fannie Mae MBS in lender swap transactions in a manner similar

to our Single-Family business. Multifamily lenders typically deliver only one mortgage loan to back each multifamily

Fannie Mae MBS. The characteristics of each mortgage loan are used to establish guaranty fees on a risk-adjusted

basis. Securitizing a multifamily mortgage loan into a Fannie Mae MBS facilitates its sale into the secondary market.

Business | Mortgage Securitizations

Fannie Mae 2021 Form 10-K 6

Portfolio Securitization Transactions

We also purchase mortgage loans and mortgage-related securities for securitization and sale at a later date through our

“portfolio securitization transactions.” Most of our portfolio securitization transactions are driven by our single-family

whole loan conduit activities, pursuant to which we purchase single-family whole loans from a large group of typically

small to mid-sized lenders principally for the purpose of securitizing the loans into Fannie Mae MBS, which may then be

sold to dealers and investors.

Portfolio Securitization Transaction

Structured Securitization Transactions

In a “structured securitization transaction,” we create structured Fannie Mae MBS, typically for lenders or securities

dealers, in exchange for a transaction fee. In these transactions, the lender or dealer “swaps” a mortgage-related asset

that it owns (typically a mortgage security) in exchange for a structured Fannie Mae MBS we issue. The process for

issuing Fannie Mae MBS in a structured securitization is similar to the process involved in our lender swap

securitizations described above.

We also issue structured transactions backed by multifamily Fannie Mae MBS through the Fannie Mae Guaranteed

Multifamily Structures (“Fannie Mae GeMS

”) program, which provides additional liquidity and stability to the

multifamily market, while expanding the investor base for multifamily Fannie Mae MBS.

Uniform Mortgage-Backed Securities, or UMBS

Overview

Since 2019, we and Freddie Mac have each been issuing UMBS

, a uniform mortgage-backed security intended to

maximize liquidity for both Fannie Mae and Freddie Mac mortgage-backed securities in the to-be-announced (“TBA”)

market.

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

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

CSS operates a common securitization platform, which was designed to allow for the potential integration of additional

market participants in the future. In October 2021, FHFA announced its determination, after a nearly two-year review,

that CSS should focus on maintaining the resiliency of Fannie Mae’s and Freddie Mac’s mortgage-backed securities

platform instead of expanding its role to serve a broader market.

UMBS and Structured Securities

Each of Fannie Mae and Freddie Mac (the “GSEs”) issues and guarantees UMBS and structured securities backed by

UMBS and other securities, as described below.

• UMBS. Each of Fannie Mae and Freddie Mac issues and guarantees UMBS that are directly backed by the

mortgage loans it has acquired, referred to as “first-level securities.” UMBS issued by Fannie Mae are backed

only by mortgage loans that Fannie Mae has acquired, and similarly UMBS issued by Freddie Mac are backed

Business | Mortgage Securitizations

Fannie Mae 2021 Form 10-K 7

only by mortgage loans that Freddie Mac has acquired. There is no commingling of Fannie Mae- and Freddie

Mac-acquired loans within UMBS.

Mortgage loans backing UMBS are limited to fixed-rate mortgage loans eligible for financing through the TBA

market. We continue to issue some types of Fannie Mae MBS that are not TBA-eligible and therefore are not

issued as UMBS, such as single-family Fannie Mae MBS backed by adjustable-rate mortgages and all

multifamily Fannie Mae MBS.

• Structured Securities. Each of Fannie Mae and Freddie Mac also issues and guarantees structured mortgage-

backed securities, referred to as “second-level securities,” that are resecuritizations of UMBS or previously-

issued structured securities. In contrast to UMBS, second-level securities can be commingled—that is, they can

include both Fannie Mae securities and Freddie Mac securities as the underlying collateral for the security.

These structured securities include Supers®, which are single-class resecuritizations, and Real Estate

Mortgage Investment Conduits (“REMICs”), which are multi-class resecuritizations. While Supers are backed

only by TBA-eligible securities, REMICs can be backed by TBA-eligible or non-TBA-eligible securities.

The key features of UMBS are the same as those of legacy single-family Fannie Mae MBS. Accordingly, all single-family

Fannie Mae MBS that are directly backed by fixed-rate loans and generally eligible for trading in the TBA market are

considered UMBS, whether issued before or after the introduction of UMBS. In this report, we use the term “Fannie

Mae-issued UMBS” to refer to single-family Fannie Mae MBS that are directly backed by fixed-rate mortgage loans and

generally eligible for trading in the TBA market. 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, REMICs and other types of single-family or

multifamily mortgage-backed securities. References to our single-family guaranty book of business in this report exclude

Freddie Mac-acquired mortgage loans underlying Freddie Mac mortgage-related securities that we have resecuritized.

Common Securitization Platform

We rely on the common securitization platform operated by CSS to securitize the single-family MBS we issue and for

ongoing administrative functions for our single-family MBS. We do not use the common securitization platform for

multifamily Fannie Mae MBS. See “Risk Factors—GSE and Conservatorship Risk” for a discussion of risks posed by

our reliance on CSS.

Managing Mortgage Credit Risk

Effectively pricing and managing credit risk is key to our business. Below we discuss key elements of how we are

compensated for and manage the risk of credit losses through the life cycle of our loans and how we measure our credit

risk.

Loan Acquisition Policies

Loans we acquire must be underwritten in accordance with our guidelines and standards.

• In Single-Family, the vast majority of loans we acquire are assessed by Desktop Underwriter

(DU

), our

proprietary single-family automated underwriting system. DU performs a comprehensive evaluation of the

primary risk factors of a mortgage. We regularly review DU’s underlying models to determine whether its risk

analysis and eligibility assessment appropriately reflect current market conditions and loan performance data to

ensure the loans we acquire are consistent with our risk appetite and FHFA guidance.

• In Multifamily, we acquire the vast majority of our loans through our Delegated Underwriting and Servicing

(DUS

) Program. 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. Based on a given loan’s

unique characteristics and our established delegation criteria, lenders assess whether a loan must be reviewed

by us. If review is required, our internal credit team will assess the loan’s risk profile to determine if it meets our

risk tolerances. DUS lenders also share with us the risk of loss on our multifamily loans, thereby aligning our

interests throughout the life of the loan. FHFA has instructed us to limit the volume and nature of multifamily

loans we acquire, and our senior preferred stock purchase agreement with Treasury also includes covenants

with respect to our multifamily loan acquisition volume. We continue to closely monitor our multifamily loan

acquisitions and market conditions and, as appropriate, make changes to our standards and requirements to

Business | Mortgage Securitizations

Fannie Mae 2021 Form 10-K 8

ensure the multifamily loans we acquire are consistent with our risk appetite, the senior preferred stock

purchase agreement, and FHFA guidance.

For more information about our mortgage acquisition policies and underwriting standards, see “MD&A—Single-

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

Multifamily Mortgage Credit Risk Management.” For information on the restrictions on our single-family and

multifamily loan acquisitions, see “Conservatorship, Treasury Agreements and Housing Finance Reform—

Treasury Agreements—Covenants under Treasury Agreements” and “MD&A—Multifamily Business—

Multifamily Business Metrics.”

In exchange for managing credit risk on the loans we acquire, we receive guaranty fees that take into account, among

other factors, the credit risk characteristics of the loans we acquire. We provide information about our guaranty fees in

“MD&A—Single-Family Business—Single-Family Business Metrics” and in “MD&A—Multifamily Business—Multifamily

Business Metrics.”

Loan Performance Management

We closely monitor the performance of loans in our guaranty book of business and we work to reduce defaults and

mitigate the severity of credit losses through our servicing policies and practices.

Single-Family Loans

• For single-family loans, the most important loan performance criteria we monitor are (1) serious delinquency

rates, which are typically strong indicators of loans that are at a heightened risk of default, and (2) mark-to-

market LTV ratios, which affect both the likelihood of losses and the potential severity of any losses we may

ultimately realize. While mark-to-market LTV ratios are significantly impacted by changes in home prices, which

are outside our control, we have an array of loss mitigation tools to try to reduce defaults on delinquent loans

and to minimize the severity of the losses we do incur.

• We consider single-family loans to be seriously delinquent when they are 90 days or more past due or in the

foreclosure process. Once a single-family loan becomes 36 days past due, the servicer is required to make

weekly attempts, for the next six months, to contact the borrower to try to engage in steps to resolve the

delinquency. Our loss mitigation tools include payment forbearance, repayment plans, payment deferrals and

loan modifications. We describe these tools and discuss them further in “MD&A—Single-Family Business—

Single-Family Mortgage Credit Risk Management—Single-Family Problem Loan Management—Loan Workout

Metrics.” Successful loan reperformance is heavily influenced by the effective use of these tools and the

amount of equity the borrower has in their home.

• Some loans that become seriously delinquent subsequently become current or repay in full without a

modification or other loan workout. However, we modify a substantial portion of our seriously delinquent loans.

When a loan does not cure on its own and we are not able to provide a workout for it, the likelihood of default

increases. See “MD&A—Single-Family Business—Single-Family Mortgage Credit Risk Management” for more

information on the performance of our modified single-family loans.

• As a result of the COVID-19 pandemic, in 2020 our loss mitigation pivoted to payment forbearance, providing

up to 18 months in some cases to borrowers affected by the pandemic. Forbearance is typically used in

instances where the duration and impact of a borrower’s hardship are uncertain, such as disasters like

hurricanes and flooding, to give the borrower time to understand whether, and to what extent, a loss mitigation

solution will be needed to return to paying status. Because payments are not required during forbearance, our

serious delinquency rate increased as a result of the large number of loans in forbearance. Most of the loans

that entered forbearance as a result of the COVID-19 pandemic have since exited, resolving their delinquency

in many cases through a payment deferral or other form of loan workout. We provide information about our

single-family loans that received forbearance in “MD&A—Single-Family Business—Single-Family Mortgage

Credit Risk Management—Single-Family Problem Loan Management—Single-Family Loans in Forbearance.”

• For delinquent loans that are unable to reperform, we use alternatives to foreclosure where possible, such as

short sales, which reduce our credit losses while helping borrowers avoid foreclosure. We provide more

information on short sales and our other foreclosure alternatives in “MD&A—Single-Family Business—Single-

Family Mortgage Credit Risk Management—Single-Family Problem Loan Management—Loan Workout Metrics

—Foreclosure Alternatives.” We work to obtain the highest price possible for the properties sold in short sales.

When we acquire properties, including through foreclosure, our primary objectives 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. The value of the underlying property

relative to the loan’s unpaid principal balance has a significant impact on the severity of loss we incur as a

Business | Managing Mortgage Credit Risk

Fannie Mae 2021 Form 10-K 9

result of loan default. We provide information on the mark-to-market LTV ratio of loans in our single-family

conventional book of business in “MD&A—Single-Family Business—Single-Family Mortgage Credit Risk

Management—Single-Family Portfolio Diversification and Monitoring.”

• Our credit loss mitigation strategy also involves selling nonperforming and reperforming loans thereby removing

them from our guaranty book of business. We discuss sales of nonperforming and reperforming single-family

loans in “MD&A—Single-Family Business—Single-Family Mortgage Credit Risk Management—Nonperforming

and Reperforming Loan Sales” and “MD&A—Single-Family Business—Single-Family Mortgage Credit Risk

Management—Other Single-Family Credit Information—Single-Family Credit Loss Metrics and Loan Sale

Performance.”

• We present additional information on the credit characteristics and performance of our single-family loans in

“MD&A—Single-Family Business—Single-Family Mortgage Credit Risk Management—Single-Family Portfolio

Diversification and Monitoring” and “Single-Family Problem Loan Management” and “Note 13, Concentrations

of Credit Risk—Risk Characteristics of our Guaranty Book of Business.”

Multifamily Loans

• For multifamily loans, key indicators of heightened risk of default are debt service coverage ratios (“DSCRs”),

particularly loans with an estimated current DSCR below 1.0, and serious delinquency rates. We consider a

multifamily loan seriously delinquent when it is 60 days or more past due.

• For loans with indicators of heightened default risk, our DUS lenders, through their delegated authority, work

with us to maintain the credit quality of the multifamily book of business and prevent foreclosures through loss

mitigation strategies such as payment forbearance or loan modification.

• For loans that ultimately default, we work to minimize the severity of loss in several ways, including pursuing

contractual remedies through our DUS loss-sharing arrangements and with providers of additional credit

enhancements where available.

• Similar to single-family, we also offer forbearance for borrowers experiencing temporary challenges, like natural

disasters and financial hardship, to help both borrowers and renters. During the COVID-19 pandemic, we

delegated to our multifamily lenders the ability to provide forbearance for up to six monthly payments for most

loan types. While FHFA extended the forbearance program indefinitely, the delegation to our lenders expired on

September 30, 2021, and we determine whether to offer forbearance relief based on the borrower’s

circumstances through our normal loss mitigation procedures. A majority of the loans that entered forbearance

as a result of the COVID-19 pandemic have since exited through completion of their repayment plan or

otherwise reinstating.

• We present information on the credit characteristics and performance of our multifamily loans in “MD&A—

Multifamily Business—Multifamily Mortgage Credit Risk Management—Multifamily Portfolio Diversification and

Monitoring” and “Note 13, Concentrations of Credit Risk—Risk Characteristics of our Guaranty Book of

Business.”

Sharing and Selling Credit Risk

In addition to managing credit risk through our selling and servicing practices, we also share and transfer credit risk to

third parties through a variety of credit enhancement products and programs.

• For single-family loans we acquire with an LTV ratio over 80% our charter requires credit enhancement, which

we typically meet through third-party primary mortgage insurance.

• Our Multifamily business uses a shared-risk business model that distributes credit risk to the private markets,

primarily through our DUS program. Under DUS, our multifamily lenders typically share with us approximately

one-third of the credit risk on these loans, aligning the interests of lenders and Fannie Mae. DUS lenders

receive credit-risk-related compensation in exchange for sharing risk. The lender risk-sharing we obtain through

our DUS program accompanies our multifamily loans at the time we acquire them.

• We use other types of credit enhancements, including pool mortgage insurance and credit risk transfer

transactions. In our credit risk transfer transactions, we use risk-sharing capabilities we have developed to

obtain credit enhancement by transferring portions of our single-family and multifamily mortgage credit risk on

reference pools of mortgage loans to the private market. In most of our credit risk transfer transactions,

investors receive payments, which effectively reduce the guaranty fee income we retain on the loans. Our credit

risk transfer transactions are designed to transfer to the investors, in exchange for these payments, a portion of

the losses we expect would be incurred in an economic downturn or a stressed credit environment.

Business | Managing Mortgage Credit Risk

Fannie Mae 2021 Form 10-K 10

For more information about our loans with credit enhancement, see “MD&A—Single-Family Business—Single-Family

Mortgage Credit Risk Management—Single-Family Credit Enhancement and Transfer of Mortgage Credit Risk” and

“MD&A—Multifamily Business—Multifamily Mortgage Credit Risk Management—Transfer of Multifamily Mortgage Credit

Risk.”

Measuring Credit Risk and the Impact of Changes on Our Results

Our best estimate of future credit losses is reflected in our single-family and multifamily loss reserves, which for periods

on or after January 1, 2020 are calculated using a lifetime credit loss methodology under the CECL standard. We

update our estimate of credit losses quarterly based on the credit profile of our loans as well as certain actual and

forecasted economic data. Changes in our estimate affect our benefit or provision for credit losses, which, combined

with foreclosed property expense, comprises our credit-related income or expense.

We provide information on our loss reserves in “MD&A—Single-Family Business—Single-Family Mortgage Credit Risk

Management—Single-Family Problem Loan Management—Other Single-Family Credit information” and “MD&A—

Multifamily Business—Multifamily Mortgage Credit Risk Management—Multifamily Problem Loan Management and

Foreclosure Prevention—Other Multifamily Credit information.” We provide information on our credit related income or

expense in “MD&A—Consolidated Results of Operations—Credit-Related Income (Expense).”

Conservatorship, Treasury Agreements and Housing Finance

Reform

Conservatorship

On September 6, 2008, the Director of FHFA appointed FHFA as our conservator, pursuant to authority provided by the

Federal Housing Enterprises Financial Safety and Soundness Act of 1992, as amended, including by the Housing and

Economic Recovery Act of 2008 (together, the “GSE Act”). The conservatorship is a statutory process designed to

preserve and conserve our assets and property and put the company in a sound and solvent condition.

The conservatorship has no specified termination date. For more information on the risks to our business relating to the

conservatorship and uncertainties regarding the future of our company and business, as well as the adverse effects of

the conservatorship on the rights of holders of our common and preferred stock, see “Risk Factors—GSE and

Conservatorship Risk.”

Our conservatorship could terminate through a receivership. For information on the circumstances under which FHFA is

required or permitted to place us into receivership and the potential consequences of receivership, see “Legislation and

Regulation—GSE-Focused Matters—Receivership” and “Risk Factors—GSE and Conservatorship Risk.”

Management of the Company during Conservatorship

Upon its appointment, the conservator immediately succeeded to (1) all rights, titles, powers and privileges of Fannie

Mae, and of any shareholder, officer or director of Fannie Mae with respect to Fannie Mae and its assets, and (2) title to

the books, records and assets of any other legal custodian of Fannie Mae. The conservator subsequently issued an

order that provided for our Board of Directors to exercise specified functions and authorities. The conservator also

provided instructions regarding matters for which conservator decision or notification is required. The conservator

retains the authority to amend or withdraw its order and instructions at any time. 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.”

Our directors serve on behalf of the conservator and exercise their authority as directed by and with the approval, where

required, of the conservator. Our directors have no fiduciary duties to any person or entity except to the conservator.

Accordingly, our directors are not obligated to consider the interests of the company, the holders of our equity or debt

securities, or the holders of Fannie Mae MBS unless specifically directed to do so by the conservator.

Because we are in conservatorship, our common stockholders currently do not have the ability to elect directors or to

vote on other matters. The conservator eliminated common and preferred stock dividends (other than dividends on the

senior preferred stock issued to Treasury) during the conservatorship.

Powers of the Conservator under the GSE Act

FHFA has broad powers when acting as our conservator. As conservator, FHFA can direct us to enter into contracts or

enter into contracts on our behalf. Further, FHFA may transfer or sell any of our assets or liabilities (subject to limitations

and post-transfer notice provisions for transfers of certain types of financial contracts), without any approval, assignment

of rights or consent of any party. However, mortgage loans and mortgage-related assets that have been transferred to a

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Fannie Mae 2021 Form 10-K 11

Fannie Mae MBS trust must be held by the conservator for the beneficial owners of the Fannie Mae MBS and cannot be

used to satisfy the general creditors of the company. Neither the conservatorship nor the terms of our agreements with

Treasury change our obligation to make required payments on our debt securities or perform under our mortgage

guaranty obligations.

A Supreme Court decision in June 2021, in Collins et al. v. Yellen, Secretary of the Treasury, et al., held that the

President has the power to remove the Director of FHFA for any reason, not just for cause. The Supreme Court’s

opinion in Collins v. Yellen also included an expansive interpretation of FHFA’s authority as conservator under the

Housing and Economic Recovery Act of 2008, 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.” With FHFA’s broad powers as conservator, changes in leadership at

FHFA, including changes resulting from a change in 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. See “Risk Factors—

GSE and Conservatorship Risk” for more information how conservatorship impacts us.

Treasury Agreements

On September 7, 2008, Fannie Mae, through FHFA in its capacity as conservator entered into a senior preferred stock

purchase agreement with Treasury, pursuant to which we issued to 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 of common stock equal to 79.9% of the total number of shares of our common stock outstanding on a

fully diluted basis at the time the warrant is exercised for a nominal price. The senior preferred stock purchase

agreement and the dividend and liquidation provisions of the senior preferred stock have been amended multiple times,

most recently in January 2021, pursuant to a letter agreement between us, through FHFA in its capacity as conservator,

and Treasury. Some provisions added to the agreement in January 2021 were subsequently temporarily suspended

pursuant to a September 2021 letter agreement. Below we discuss the terms of the senior preferred stock purchase

agreement and the senior preferred stock as they are currently in effect. See “Risk Factors—GSE and Conservatorship

Risk” for a description of the risks to our business relating to the senior preferred stock purchase agreement, as well as

the adverse effects of the senior preferred stock and the warrant on the rights of holders of our common stock and other

series of preferred stock.

Senior Preferred Stock Purchase Agreement

Funds Available for Draw

The senior preferred stock purchase agreement provides that, on a quarterly basis, we may draw funds up to the

amount, if any, by which our total liabilities exceed our total assets, as reflected in our consolidated balance sheet,

prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”), for the

applicable fiscal quarter (referred to as the “deficiency amount”), up to the maximum amount of remaining funding under

the agreement. As of the date of this filing, the maximum amount of remaining funding under the agreement is $113.9

billion. If we were to draw additional funds from Treasury under the agreement with respect to a future period, the

amount of remaining funding under the agreement would be reduced by the amount of our draw. The senior preferred

stock purchase agreement provides that the deficiency amount will be calculated differently if we become subject to

receivership or other liquidation process.

Commitment Fee and “Capital Reserve End Date”

The senior preferred stock purchase agreement provides for the payment of an unspecified quarterly commitment fee to

Treasury to compensate Treasury for its ongoing support under the senior preferred stock purchase agreement. The

amount of this fee, as well as a number of the agreement’s other terms and the terms of the senior preferred stock,

depend on whether we have reached the “capital reserve end date,” which is defined as the last day of the second

consecutive fiscal quarter during which we have maintained capital equal to, or in excess of, all of the capital

requirements and buffers under the enterprise regulatory capital framework discussed in “Legislation and Regulation—

GSE-Focused Matters—Capital.” Under the agreement, (1) through and continuing until the capital reserve end date,

the periodic commitment fee will not be set, accrue, or be payable, and (2) not later than the capital reserve end date,

we and Treasury, in consultation with the Chair of the Federal Reserve, will agree to set the periodic commitment fee.

Treasury’s funding commitment under the senior preferred stock purchase agreement has no expiration date. The

agreement provides that Treasury’s funding commitment will terminate under any of the following circumstances: (1) the

completion of our liquidation and fulfillment of Treasury’s obligations under its funding commitment at that time; (2) the

payment in full of, or reasonable provision for, all of our liabilities (whether or not contingent, including mortgage

guaranty obligations); or (3) the funding by Treasury of the maximum amount that may be funded under the agreement.

In addition, Treasury may terminate its funding commitment and declare the agreement null and void if a court vacates,

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Fannie Mae 2021 Form 10-K 12

modifies, amends, conditions, enjoins, stays or otherwise affects the appointment of the conservator or otherwise

curtails the conservator’s powers.

Debt and MBS Holders

In the event of our default on payments with respect to our debt securities or guaranteed Fannie Mae MBS, if Treasury

fails to perform its obligations under its funding commitment and if we and/or the conservator are not diligently pursuing

remedies with respect to that failure, the agreement provides that any holder of such defaulted debt securities or Fannie

Mae MBS may file a claim in the United States Court of Federal Claims for relief requiring Treasury to fund us up to

(1) the amount necessary to cure the payment defaults on our debt and Fannie Mae MBS, (2) the deficiency amount, or

(3) the amount of remaining funding under the senior preferred stock purchase agreement, whichever is the least. Any

payment that Treasury makes under those circumstances will be treated for all purposes as a draw under the

agreement that will increase the liquidation preference of the senior preferred stock.

Most provisions of the senior preferred stock purchase agreement may be waived or amended by mutual agreement of

the parties; however, no waiver or amendment of the agreement is permitted that would decrease Treasury’s aggregate

funding commitment or add conditions to Treasury’s funding commitment if the waiver or amendment would adversely

affect in any material respect the holders of our debt securities or guaranteed Fannie Mae MBS.

Senior Preferred Stock

Dividend Provisions

Treasury, as the holder of the senior preferred stock, is entitled to receive, when, as and if declared, out of legally

available funds, cumulative quarterly cash dividends. The dividends we have paid to Treasury on the senior preferred

stock during conservatorship have been declared by, and paid at the direction of, our conservator, acting as successor

to the rights, titles, powers and privileges of the Board of Directors. Dividend payments we make to Treasury do not

restore or increase the amount of funding available to us under the senior preferred stock purchase agreement.

The dividend provisions of the senior preferred stock were amended pursuant to the January 2021 letter agreement to

permit us to retain increases in our net worth until our net worth exceeds the amount of adjusted total capital necessary

for us to meet the capital requirements and buffers under the enterprise regulatory capital framework. As described

more fully below, after the capital reserve end date, the amount of quarterly dividends to Treasury will be equal to the

lesser of any quarterly increase in our net worth and a 10% annual rate on the then-current liquidation preference of the

senior preferred stock. As a result of these provisions, our ability to retain earnings in excess of the capital requirements

and buffers set forth in the enterprise regulatory capital framework will be limited.

Dividend Amount Prior to Capital Reserve End Date

The terms of the senior preferred stock provide for dividends each quarter in the amount, if any, by which our net worth

as of the end of the immediately preceding fiscal quarter exceeds an applicable capital reserve amount. The January

2021 letter agreement increased the applicable capital reserve amount, starting with the quarterly dividend period

ending on December 31, 2020, from $25 billion to the amount of adjusted total capital necessary for us to meet the

capital requirements and buffers set forth in enterprise regulatory capital framework. If our net worth does not exceed

this amount as of the end of the immediately preceding fiscal quarter, then dividends will neither accumulate nor be

payable for such period. Our net worth is defined as the amount, if any, by which our total assets (excluding Treasury’s

funding commitment and any unfunded amounts related to the commitment) exceed our total liabilities (excluding any

obligation with respect to capital stock), in each case as reflected on our balance sheet prepared in accordance with

GAAP.

Dividend Amount Following Capital Reserve End Date

Beginning on the first dividend period following the capital reserve end date, the applicable quarterly dividend amount

on the senior preferred stock will be 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.

However, the applicable quarterly dividend amount will immediately increase to a 12% annual rate on the then-current

liquidation preference of the senior preferred stock if we fail to timely pay dividends in cash to Treasury. This increased

dividend amount will continue until the dividend period following the date we have paid, in cash, full cumulative

dividends to Treasury (including any unpaid dividends), at which point the applicable quarterly dividend amount will

revert to the prior calculation method.

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Fannie Mae 2021 Form 10-K 13

Liquidation Preference

Shares of the senior preferred stock have no par value and have a stated value and initial liquidation preference equal

to $1,000 per share, for an aggregate initial liquidation preference of $1 billion.

Under the terms that currently govern the senior preferred stock, the aggregate liquidation preference will be increased

by the following:

• any amounts Treasury pays to us pursuant to its funding commitment under the senior preferred stock

purchase agreement (a total of $119.8 billion as of the date of this filing);

• any quarterly commitment fees that are payable but not paid in cash (no such fees have become payable, nor

will they under the current terms of the senior preferred stock purchase agreement and the senior preferred

stock);

• any dividends that are payable but not paid in cash to Treasury, regardless of whether or not they are declared;

and

• at the end of each fiscal quarter through and including the capital reserve end date, an amount equal to the

increase in our net worth, if any, during the immediately prior fiscal quarter.

The aggregate liquidation preference of the senior preferred stock was $163.7 billion as of December 31, 2021. It will

increase to $168.9 billion as of March 31, 2022 due to the increase in our net worth during the fourth quarter of 2021.

The senior preferred stock ranks ahead of our common stock and all other outstanding series of our preferred stock, as

well as any capital stock we issue in the future, as to both dividends and rights upon liquidation. As a result, if we are

liquidated, the holder of the senior preferred stock is entitled to its then current liquidation preference before any

distribution is made to the holders of our common stock or other preferred stock.

Limitations on Redemption and Paydown of Liquidation Preference; Requirement to Pay Net

Proceeds of Capital Stock Issuances to Reduce Liquidation Preference

We are not permitted to redeem the senior preferred stock prior to the termination of Treasury’s funding commitment

under the senior preferred stock purchase agreement. Moreover, we are not permitted to pay down the liquidation

preference of the outstanding shares of senior preferred stock except to the extent of (1) accumulated and unpaid

dividends previously added to the liquidation preference and not previously paid down; and (2) quarterly commitment

fees previously added to the liquidation preference and not previously paid down. In addition to these exceptions, if we

issue any shares of capital stock for cash while the senior preferred stock is outstanding, the net proceeds of the

issuance, with the exception of up to $70 billion in aggregate gross cash proceeds from the issuance of common stock,

must be used to pay down the liquidation preference of the senior preferred stock. The liquidation preference of each

share of senior preferred stock may not be paid down below $1,000 per share prior to the termination of Treasury’s

funding commitment. Following the termination of Treasury’s funding commitment, we may pay down the liquidation

preference of all outstanding shares of senior preferred stock at any time, in whole or in part.

Additional Senior Preferred Stock Provisions

The senior preferred stock provides that we may not, at any time, declare or pay dividends on, make distributions with

respect to, or redeem, purchase or acquire, or make a liquidation payment with respect to, any common stock or other

securities ranking junior to the senior preferred stock unless (1) full cumulative dividends on the outstanding senior

preferred stock (including any unpaid dividends added to the liquidation preference) have been declared and paid in

cash, and (2) all amounts required to be paid with the net proceeds of any issuance of capital stock for cash (as

described in the preceding paragraph) have been paid in cash. Shares of the senior preferred stock are not convertible.

Shares of the senior preferred stock have no general or special voting rights, other than those set forth in the certificate

of designation for the senior preferred stock or otherwise required by law. The consent of holders of at least two-thirds of

all outstanding shares of senior preferred stock is generally required to amend the terms of the senior preferred stock or

to create any class or series of stock that ranks prior to or on parity with the senior preferred stock.

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Fannie Mae 2021 Form 10-K 14

Net Worth, Treasury Funding and Senior Preferred Stock Dividends

The charts below show information about our net worth, the remaining amount of Treasury’s funding commitment to us,

senior preferred stock dividends we have paid Treasury and funds we have drawn from Treasury pursuant to its funding

commitment.

Net Worth and Treasury

Funding Commitment

(Dollars in billions)

$47.4

$113.9

Net worth

Remaining Treasury funding commitment

As of December 31, 2021

Dividend Payments and Draws

(Dollars in billions)

$181.4

$119.8

Cumulative dividend payments to Treasury¹

Cumulative draws from Treasury²

As of December 31, 2021

(1)

Aggregate amount of dividends we have paid to Treasury on the senior preferred stock from 2008 through December 31, 2021. Under the

terms of the senior preferred stock purchase agreement, dividend payments we make to Treasury do not offset our draws of funds from

Treasury.

(2)

Aggregate amount of funds we have drawn from Treasury pursuant to the senior preferred stock purchase agreement from 2008 through

December 31, 2021.

Common Stock Warrant

Pursuant to the senior preferred stock purchase agreement, on September 7, 2008, we, through FHFA in its capacity as

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

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

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

2028.

Covenants under Treasury Agreements

The senior preferred stock purchase agreement contains covenants that prohibit us from taking a number of actions

without the prior written consent of Treasury, including:

• paying dividends or other distributions on or repurchasing our equity securities (other than the senior preferred

stock or warrant);

• issuing equity securities, except for stock issuances made (1) to Treasury, (2) pursuant to obligations that

existed at the time we entered conservatorship, and (3) as amended by the January 2021 letter agreement, for

common stock ranking pari passu or junior to the common stock issued to Treasury in connection with the

exercise of its warrant, provided that (i) Treasury has already exercised its warrant in full, and (ii) all currently

pending significant litigation relating to the conservatorship and the August 2012 amendment to the senior

preferred stock purchase agreement has been resolved, which may require Treasury’s assent. Net proceeds of

the issuance of any shares of capital stock for cash while the senior preferred stock is outstanding, except for

up to $70 billion in aggregate gross cash proceeds from the issuance of common stock, must be used to pay

down the liquidation preference of the senior preferred stock;

• terminating or seeking to terminate our conservatorship, other than through a receivership, except that, as

revised by the January 2021 letter agreement, FHFA can terminate our conservatorship without the prior

consent of Treasury if several conditions are met, including (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 (as defined in the

enterprise regulatory capital framework), together with any stockholder equity that would result from a firm

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Fannie Mae 2021 Form 10-K 15

commitment public underwritten offering of common stock which is fully consummated concurrent with the

termination of conservatorship, equals or exceeds at least 3% of our adjusted total assets (as defined in the

enterprise regulatory capital framework);

• selling, transferring, leasing or otherwise disposing of any assets, except for dispositions for fair market value in

limited circumstances including if (a) the transaction is in the ordinary course of business and consistent with

past practice or (b) the assets have a fair market value individually or in the aggregate of less than $250 million;

and

• issuing subordinated debt.

Covenants in the senior preferred stock purchase agreement also subject us to limits on the amount of mortgage assets

that we may own and the total amount of our indebtedness.

• Mortgage Asset Limit. The amount of mortgage assets we are permitted to own is $250 billion and, as a result

of the January 2021 letter agreement, will decrease to $225 billion on December 31, 2022. We are currently

managing our business to a $225 billion cap pursuant to instructions from FHFA. Our mortgage assets as of

December 31, 2021 were $111.2 billion. 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 each month in the

“Endnotes” to our Monthly Summaries, which are available on our website and announced in a press release.

• Debt Limit. Our debt limit under the senior preferred stock purchase agreement is set at 120% of the amount of

mortgage assets we were allowed to own under the agreement on December 31 of the immediately preceding

calendar year. This debt limit is currently $300 billion, and it will decrease to $270 billion as of December 31,

2022. As calculated for this purpose, our indebtedness as of December 31, 2021 was $202.5 billion. We

disclose the amount of our indebtedness on a monthly basis under the caption “Total Debt Outstanding” in our

Monthly Summaries, which are available on our website and announced in a press release.

Compensation. Another covenant prohibits us from entering into any new compensation arrangements or increasing

amounts or benefits payable under existing compensation arrangements with any of our executive officers (as defined

by Securities and Exchange Commission (“SEC”) rules) without the consent of the Director of FHFA, in consultation with

the Secretary of the Treasury.

Annual Risk Management Plan Covenant. Each year we remain in conservatorship we are required to provide Treasury

a risk management plan that sets out our strategy for reducing our risk profile, describes the actions we will take to

reduce the financial and operational risk associated with each of our business segments, and includes an assessment

of our performance against the planned actions described in the prior year’s plan. We submitted our most recent risk

management plan to Treasury in December 2021.

Covenants Added in January 2021 and Currently in Effect

In addition to the changes described above to covenants already in the senior preferred stock purchase agreement, the

January 2021 letter agreement added additional covenants:

• Enterprise Regulatory Capital Framework. We are required to comply with the terms of the enterprise

regulatory capital framework as adopted by FHFA in November 2020 and published by FHFA in the Federal

• New Business Restrictions. Additional restrictive covenants impact our single-family business activities:

◦ Requirement to Provide Equitable Access for Single-Family Acquisitions. We:

▪ may not vary our pricing or acquisition terms for single-family loans based on the business

characteristics of the seller, including the seller’s size, charter type, or volume of business with

us; and

▪ must offer to purchase at all times, for equivalent cash consideration and on substantially the

same terms, any single-family mortgage loan that (1) is of a class of loans that we then offer to

acquire for inclusion in our mortgage-backed securities or for other non-cash consideration,

(2) is offered by a seller that has been approved to do business with us, and (3) has been

originated and sold in compliance with our underwriting standards.

◦ Single-Family Loan Eligibility Requirements Program. We are required to maintain a program, which

we began implementing in the second quarter of 2021, reasonably designed to ensure that the single-

family loans we acquire are limited to:

▪ qualified mortgages, except government-backed loans;

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Fannie Mae 2021 Form 10-K 16

▪ loans exempt from the Consumer Financial Protection Bureau’s (the “CFPB’s”) ability-to-repay

and qualified mortgage rule, except timeshares and home equity lines of credit;

▪ loans secured by an investment property;

▪ refinancing loans with streamlined underwriting originated in accordance with our eligibility

criteria for high loan-to-value refinancings;

▪ loans originated with temporary underwriting flexibilities during times of exigent

circumstances, as determined in consultation with FHFA;

▪ loans secured by manufactured housing; and

▪ such other loans that FHFA may designate that were eligible for purchase by us as of the date

of the January 2021 letter agreement.

Covenants Added in January 2021 and Temporarily Suspended in September 2021

The business restrictions described below were added to the senior preferred stock purchase agreement as a result of

the January 2021 letter agreement and subsequently temporarily suspended pursuant to a letter agreement dated

September 14, 2021. The suspension of these provisions will terminate on the later of one year after the date of the

agreement and six months after Treasury notifies us. As a result, we do not know when these suspensions will end.

Although the restrictions on these activities under the senior preferred stock purchase agreement are temporarily

suspended, in the ordinary course of business these and other business activities are subject to constraints from a

variety of sources, including board- and management-approved risk limits, capital considerations and FHFA instructions.

These suspended restrictions are as follows:

• Single Counterparty Volume Cap on Single-Family Acquisitions for Cash. This suspended provision would

require that we not acquire more than $1.5 billion in single-family loans for cash consideration from any single

seller (including its affiliates) during any period comprising four calendar quarters. Loan acquisitions through

lender swap securitization transactions would not be subject to this limitation.

• Limit on Multifamily Volume. This suspended provision would require that we not acquire more than $80 billion

in multifamily mortgage assets in any 52-week period, with this multifamily volume cap to be adjusted up or

down by FHFA at the end of each calendar year based on changes to the consumer price index. Additionally, at

least 50% of our multifamily acquisitions in any calendar year must, at the time of acquisition, be classified as

mission-driven, consistent with FHFA guidelines. Although this provision has been suspended, FHFA

establishes a cap on our new multifamily business volume and requires that a minimum portion of our

multifamily business volume be mission-driven, focused on certain affordable and underserved market

segments. For more information on our multifamily volume cap, see “Legislation and Regulation—Multifamily

Business Volume Cap” and “MD&A—Multifamily Business—Multifamily Business Metrics.”

• Limit on Specified Higher-Risk Single-Family Acquisitions. This suspended provision would prohibit our

acquisition of a single-family mortgage loan if, following the acquisition, more than 3% of our single-family loans

that result from a refinancing or 6% of our single-family loans that do not result from a refinancing would have

two or more of the higher-risk characteristics listed below at origination. The 3% and 6% measurements would

each be based on loans we acquired during the preceding 52-week period. The higher-risk characteristics are:

• a combined loan-to-value ratio greater than 90%;

• a debt-to-income ratio greater than 45%; and

• a FICO credit score (or equivalent credit score) less than 680.

• Limit on Acquisitions of Single-Family Mortgage Loans Backed by Second Homes and Investment Properties.

This suspended provision would require that we limit our acquisitions of single-family mortgage loans secured

by either second homes or investment properties to not more than 7% of the single-family mortgage loans we

have acquired during the preceding 52-week period.

Equitable Housing Finance Plan

In September 2021, FHFA instructed Fannie Mae and Freddie Mac to submit Equitable Housing Finance Plans to FHFA

by the end of 2021, which we have done. In our plan, we were required to identify and address barriers to sustainable

housing opportunities, including our goals and action plan to advance equity in housing finance for the next three years.

FHFA is also requiring Fannie Mae and Freddie Mac to submit annual progress reports on the actions undertaken

during the prior year to implement their plans.

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Fannie Mae 2021 Form 10-K 17

As contemplated by the instruction, the goals and action plans established by the Equitable Housing Finance Plan

address identified sustainable housing barriers, including:

• reducing the homeownership gap for a racial or ethnic group with a significant homeownership rate disparity;

and

• reducing underinvestment or undervaluation in racially or ethnically concentrated areas of poverty, areas with

significant disparities in opportunity, or formerly redlined areas that remain racially or ethnically concentrated

areas of poverty or otherwise underserved or undervalued.

In connection with our Equitable Housing Finance Plan and in support of other efforts we may undertake to support

equitable housing, we anticipate establishing and supporting special purpose credit programs. Under the Equal Credit

Opportunity Act, creditors can create special purpose credit programs for groups that have been historically

disadvantaged in obtaining credit; such programs benefit applicants who would otherwise be denied credit or receive it

on less favorable terms. In response to uncertainty in the industry, in December 2021, the U.S. Department of Housing

and Urban Development (“HUD”) issued guidance clarifying that these programs, if they conform with the Equal Credit

Opportunity Act, generally do not violate the Fair Housing Act.

For more information on our initial Equitable Housing Finance Plan, see “Directors, Executive Officers and Corporate

Governance—ESG Matters—Social—Racial Equity.”

Housing Finance Reform

After Fannie Mae was placed in conservatorship, policymakers and others focused significant attention on how to

reform the nation’s housing finance system, including what role, if any, Fannie Mae and Freddie Mac should play in that

system. Despite this attention, efforts in Congress to enact meaningful reform have been limited, particularly in recent

years. 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. There continues to be significant uncertainty regarding the timing, content and impact of future

legislative and regulatory actions affecting us. See “Risk Factors—GSE and Conservatorship Risk” for a description of

risks associated with our future and potential housing finance reform.

Legislation and Regulation

As a federally chartered corporation and as a financial institution, we are subject to government regulation and

oversight. FHFA, our primary regulator, regulates our safety and soundness and our mission, and also acts as our

conservator. 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 (“FHLBs”). HUD and FHFA regulate us with

respect to fair lending matters. Our regulators also include the SEC and Treasury. In addition, even if we are not directly

subject to an agency’s regulation or oversight, regulations by that agency that affect mortgage lenders and servicers,

debt investors, or the markets for our MBS or debt securities could have a significant impact on us.

GSE-Focused Matters

We describe below matters applicable specifically to Fannie Mae. These matters relate to legislation, regulation or, in

some cases, conservatorship. In the following section, we describe matters that are applicable more broadly or to other

mortgage or capital market participants and that may directly or indirectly affect us.

Capital

The GSE Act sets forth minimum and critical capital requirements for Fannie Mae and Freddie Mac and provides that

the Director of FHFA shall establish risk-based capital requirements and may establish higher minimum capital

requirements. FHFA has suspended the statute’s capital classifications during conservatorship. Although existing

statutory and regulatory capital requirements are not binding during conservatorship, we continue to submit capital

reports to FHFA and FHFA monitors our capital levels.

Conservatorship Capital Framework

In 2017, FHFA directed Fannie Mae and Freddie Mac to implement an aligned risk measurement framework for

evaluating business decisions and performance during conservatorship. The conservatorship capital framework

included specific requirements relating to the risk of our book of business and modeled returns on our new acquisitions.

We discuss below our transition from the conservatorship capital framework to our new enterprise regulatory capital

framework.

Business | Conservatorship, Treasury Agreements and Housing Finance Reform

Fannie Mae 2021 Form 10-K 18

Enterprise Regulatory Capital Framework

In November 2020, FHFA adopted a final rule establishing a new regulatory capital framework for the GSEs. The new

regulatory capital framework implements the statutory capital requirements and establishes supplemental risk-based

and leverage-based capital requirements beyond what is expressly required in the GSE Act. The framework provides a

granular assessment of credit risk specific to different mortgage loan categories, as well as components for market risk

and operational risk. The regulatory capital framework set forth in the rule includes the following:

• Supplemental capital requirements relating to the amount and form of the capital we hold, based largely on

definitions of capital used in U.S. banking regulators’ regulatory capital framework. The rule specifies

complementary leverage-based and risk-based requirements, which together determine the requirements for

each tier of capital;

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

then rebuilt over time as economic conditions improve. If we fall below the prescribed buffer amounts, we must

restrict capital distributions such as stock repurchases and dividends, as well as discretionary bonus payments

to executives, until the buffer amounts are restored. The prescribed capital buffers represent the amount of

capital we are required to hold above the minimum risk-based and leverage-based capital requirements.

◦ The risk-based capital buffers consist of three separate components: a stability capital buffer, a stress

capital buffer, and a countercyclical capital buffer. Taken together, these risk-based buffers comprise

the prescribed capital conservation buffer amount, or PCCBA. The PCCBA must be comprised entirely

of common equity Tier 1 capital; and

◦ Separately, the prescribed leverage-based buffer amount, or PLBA, represents the amount of Tier 1

capital we are required to hold above the minimum Tier 1 leverage-based capital requirement.

• A requirement to file quarterly public capital reports starting in 2022, regardless of our status in conservatorship;

• Specific minimum percentages, or “floors,” on the risk-weights applicable to single-family and multifamily

exposures, which has the effect of increasing the capital required to be held for loans otherwise subject to lower

risk weights;

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

the effect of decreasing the capital relief obtained from these transactions; and

• Additional elements based on U.S. banking regulators’ regulatory capital framework, including the planned

eventual introduction of an advanced approach to complement the standardized approach for measuring risk-

weighted assets.

The enterprise regulatory capital framework went into effect in February 2021, but the dates on which we must comply

with the requirements of the capital framework are staggered and largely dependent on whether we remain in

conservatorship. Under the rule, our compliance with the capital buffers will be required upon exit from conservatorship,

and our compliance with the base regulatory requirements will be required by the later of our exit from conservatorship

or such later date as may be specified by FHFA. Further, the compliance date for advanced approaches of the rule will

be January 1, 2025, or such later date as may be specified by FHFA. Reporting requirements under the enterprise

regulatory capital framework took effect for periods beginning on January 1, 2022, including public reporting of our

calculations of regulatory capital levels, buffers, adjusted total assets, and total risk-weighted assets.

When it is fully applicable to Fannie Mae, this framework will require us to hold significantly more capital than the

statutory minimum capital requirement, and we currently have a $100.3 billion deficit of core capital relative to that

statutory requirement. We believe that, if we were fully capitalized under the framework, our returns on our current

business would not be sufficient to attract private investors. See “Risk Factors—GSE and Conservatorship Risk” for a

discussion of Fannie Mae’s uncertain future and the potential impact of insufficient returns on capital. See “Note 12,

Regulatory Capital Requirements” for more information about our statutory capital classification measures.

In 2021, FHFA sought comments on three proposed rulemakings that would amend the enterprise regulatory capital

framework:

• In September 2021, FHFA proposed refining the prescribed leverage buffer amount and the capital treatment of

credit risk transfer transactions. Even if the amendments are adopted as proposed, the senior preferred stock

purchase agreement with Treasury currently includes a covenant that requires us to comply with the terms of

the enterprise regulatory capital framework as it became effective in February 2021, disregarding any

subsequent amendments or modifications. The comment period on the proposed rule closed in November

2021.

Business | Legislation and Regulation

Fannie Mae 2021 Form 10-K 19

• In October 2021, FHFA proposed additional public disclosure requirements relating to our capital requirements

under the framework, our available capital and our risk and capital management processes. The comment

period on the proposed rule closed in January 2022.

• In December 2021, FHFA proposed amendments requiring us to submit annual capital plans to FHFA and

provide prior notice for certain capital actions. The proposed amendments would also incorporate the

determination of the stress capital buffer into the capital planning process. The comment period on the

proposed amendments will close on February 25, 2022.

Since the enterprise regulatory capital framework went into effect, we have been reviewing our business decisions

continuously as they relate to both the new capital requirements and the conservatorship capital framework, because

we have measured our risk and returns on our business against the conservatorship capital framework, but the loans

we have been acquiring and any related credit-risk sharing transactions we enter into will also impact our future capital

requirements. We expect to complete in 2022 our transition from using the conservatorship capital framework to make

business and risk decisions to using the new enterprise regulatory capital framework and certain risk measures.

Managing our business to take into account our new capital requirements and measures of risk requires balancing

potentially competing business objectives, including furthering our mission objectives, prudently managing risk, and

earning a competitive return. We will need significantly more capital to meet the enterprise regulatory capital

framework’s requirements, which may have a significant impact on our business, but we cannot measure the full impact

at this time because the timing of when many of the provisions of the new framework will become applicable depends

on factors outside our control. We are developing our ongoing business strategy to align our business activities with our

new capital requirements and measures of risk.

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 portfolio limits specified in the senior preferred stock purchase agreement

described under “Conservatorship, Treasury Agreements and Housing Finance Reform—Treasury Agreements—

Covenants under Treasury Agreements,” as it may be amended from time to time. The rule is effective for as long as we

remain subject to the terms and obligations of the senior preferred stock purchase agreement.

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 implementing this requirement, 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 publish our stress test results on our website. We and FHFA published our most recent stress test

results for the severely adverse scenario on August 13, 2021.

FHFA Proposed Liquidity Requirements

In June 2020, FHFA instructed us to meet prescriptive liquidity requirements. In December 2020, those requirements

became effective and FHFA issued a proposed rule in line with the updated requirements. Liquidity requirements affect

the amount of liquid assets we are required to hold, and to meet FHFA’s instructions and proposed rule, we hold more

liquid assets than we were required to hold under our previous framework. For information about our liquidity

requirements, see “MD&A—Liquidity and Capital Management—Liquidity Management—Liquidity and Funding Risk

Management Practices and Contingency Planning.”

Receivership

Under the GSE Act, FHFA must place us into receivership if the Director of FHFA makes a written determination 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 notified us that the measurement period for any

mandatory receivership determination with respect to our assets and liabilities would commence no earlier than the SEC

public filing deadline for our quarterly or annual financial statements and would continue for 60 calendar days thereafter.

FHFA has advised us that if, during that 60-day period, we receive funds from Treasury in an amount at least equal to

the deficiency amount under the senior preferred stock purchase agreement, the Director of FHFA will not make a

mandatory receivership determination.

Business | Legislation and Regulation

Fannie Mae 2021 Form 10-K 20

In addition, we could be put into receivership at the discretion of the Director of FHFA at any time for other reasons set

forth in the GSE Act. The statutory grounds for discretionary appointment of a receiver include: 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.

The appointment of FHFA as receiver would immediately terminate the conservatorship. In the event of receivership, the

GSE Act requires FHFA, as the receiver, to organize a limited-life regulated entity with respect to Fannie Mae. Among

other requirements, the GSE Act provides that this limited-life regulated entity:

• would succeed to Fannie Mae’s charter and thereafter operate in accordance with and subject to such charter;

• would assume, acquire or succeed to our assets and liabilities to the extent that such assets and liabilities are

transferred by FHFA to the entity; and

• would not be permitted to assume, acquire or succeed to any of our obligations to shareholders.

Placement into receivership would likely have a material adverse effect on holders of our common stock and preferred

stock, and could have a material adverse effect on holders of our debt securities and Fannie Mae MBS. Should we be

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

could 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.”

Resolution Planning

In May 2021, FHFA issued a final rule requiring us to develop a plan for submission to FHFA that would assist FHFA in

planning for the rapid and orderly resolution of the company if FHFA is appointed as our receiver. The stated goals in

the rule for our resolution plan are to:

• minimize disruption in the national housing finance markets by providing for the continued operation of our core

business lines in receivership by a newly constituted limited-life regulated entity;

• preserve the value of our franchise and assets;

• facilitate the division of assets and liabilities between the limited-life regulated entity and the receivership

estate;

• ensure that investors in our guaranteed mortgage-backed securities and our unsecured debt bear losses in the

order of their priority established under the GSE Act, while minimizing unnecessary losses and costs to these

investors; and

• foster market discipline by making clear that no extraordinary government support will be available to indemnify

investors against losses or fund the resolution of the company.

The rule requires that we submit our initial resolution plan to FHFA by April 6, 2023, and subsequent resolution plans not

later than every two years thereafter unless otherwise notified by FHFA. The rule provides that, in developing our

resolution plan, we must assume that receivership may occur under severely adverse economic conditions, and we may

not assume the provision or continuation of extraordinary support by the U.S. government (including support under our

senior preferred stock purchase agreement with Treasury).

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. New business purchases consist of single-family and multifamily whole mortgage loans

purchased during the period and single-family and multifamily mortgage loans underlying Fannie Mae MBS issued

during the period pursuant to lender swaps, which we describe in “Mortgage Securitizations.” We are prohibited from

passing through the cost of these allocations to the originators of the mortgage loans that we purchase or securitize. For

each year’s new business purchases since 2015, we have set aside amounts for these contributions and transferred the

funds when directed by FHFA to do so. 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 2021 new business purchases.

Business | Legislation and Regulation

Fannie Mae 2021 Form 10-K 21

Fair Lending

The GSE Act requires the Secretary of HUD to assure that Fannie Mae and Freddie Mac meet their 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 July 2021, FHFA issued a Policy Statement on Fair Lending

describing its statutory authority and policies for supervisory oversight and enforcement of fair lending matters with

respect to Fannie Mae and Freddie Mac. In August 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 of Fannie Mae and

Freddie Mac to ensure compliance with the Fair Housing Act. In December 2021, FHFA released an advisory bulletin to

provide FHFA's supervisory expectations and guidance to Fannie Mae and Freddie Mac on fair lending and fair housing

compliance.

FHFA Rule on Credit Score Models

Under an FHFA rule that became effective in October 2019, we are required to validate and approve third-party credit

score models and obtain FHFA’s approval of our determination. We must evaluate the models for factors such as

accuracy, reliability and integrity, as well as impacts on fair lending and the mortgage industry. We have determined that

the “classic FICO

Score” from Fair Isaac Corporation should be approved for our continued use as a credit score

model and FHFA approved this determination. We continue to consider additional credit score model applications in

accordance with the rule. 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.

Housing Goals

In this and the following sections, we discuss our housing goals and our duty to serve obligations pursuant to the GSE

Act, as well as FHFA’s requirement, as our conservator, that a portion of our new multifamily business be focused on

affordable and underserved markets. In pursuit of our mission to facilitate equitable and sustainable access to

homeownership and quality affordable rental housing across America, and at FHFA’s instruction, we are also looking at

additional ways to help very low-, low- and moderate-income borrowers attain and sustain homeownership.

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 standards relating to affordability or location. For single-family goals, our acquisitions

are measured against the lower of benchmarks set by FHFA or the level of goals-qualifying originations in the primary

mortgage market. Multifamily goals are established as a number of units to be financed.

Housing Goals for 2020 and 2021

In December 2021, FHFA determined that we met all of our 2020 single-family and multifamily housing goals. We

believe we also met our 2021 single-family and multifamily housing goals, and FHFA will make a final determination

regarding our 2021 performance later in the year, after data regarding the share of goals-qualifying originations in the

primary mortgage market, reported under the Home Mortgage Disclosure Act, becomes available. The tables below

display information about our housing goals for 2020 and 2021 and performance against our 2020 goals.

2020 2021

FHFA

Benchmark

Single-

Family

Market

Level Result

FHFA

Benchmark

Low-income (≤80% of area median income) families home

purchases 24

27.6

29.0

Very low-income (≤50% of area median income) families

home purchases 6 7.0 7.3 6

Low-income areas home purchases

(2)

18 22.4 23.6 18

Low-income and high-minority areas home purchases

(3)

14 17.6 18.3 14

Low-income families refinances 21 21.0 21.2 21

Single-Family Housing Goals

(1)

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

during the period. The Single-Family Market level is the percentage of eligible single-family mortgages originated in the primary mortgage

market.

Business | Legislation and Regulation

Fannie Mae 2021 Form 10-K 22

(2)

These mortgage loans must be secured by a property that is (a) in a low-income census tract, (b) in a high-minority census tract and

affordable to moderate-income families (those with incomes less than or equal to 100% of area median income), or (c) in a designated

disaster area and affordable to moderate-income families.

(3)

These mortgage loans must be secured by a property that is (a) in a low-income census tract or (b) in a high-minority census tract and

affordable to moderate-income families.

Multifamily Housing Goals

(1)

2020 2021

Goal Result Goal

Low-income families 315,000 441,773 315,000

Very low-income families 60,000 95,416 60,000

Small affordable multifamily properties

(2)

10,000 21,797 10,000

(1)

FHFA goals and our results are expressed as number of units financed during the period.

(2)

Small affordable multifamily properties are those with 5 to 50 units that are affordable to low-income families.

Housing goals for 2022 to 2024

In December 2021, FHFA published a final rule establishing new benchmark levels for our single-family housing goals

for 2022 through 2024 and new multifamily housing goals for 2022.

Single-Family Housing Goals for 2022 to 2024

FHFA will continue to evaluate our performance against the single-family housing goals using a two-part approach that

compares the goals-qualifying share of our single-family mortgage acquisitions against both a benchmark level and a

market level. To meet a single-family housing goal or subgoal, the percentage of our mortgage acquisitions that meet

each goal or subgoal must equal or exceed either the benchmark level set in advance by FHFA or the market level for

that year. The market level is determined retrospectively each year based on actual goals-qualifying originations in the

primary mortgage market as measured by FHFA based on Home Mortgage Disclosure Act data for that year.

The final rule establishes two new single-family home purchase subgoals to replace the prior low-income areas subgoal.

The new minority census tracts subgoal targets borrowers with income at or below area median income (“AMI”) who

reside in minority census tracts (defined as census tracts with a minority population of at least 30% and a median

income below AMI). The new low-income census tracts subgoal targets (1) borrowers who reside in low-income census

tracts that are not minority census tracts, regardless of income, and (2) borrowers with income greater than AMI who

reside in low-income census tracts that are minority census tracts. Consistent with current practice, FHFA will set the

overall low-income areas goal on an annual basis to take account of mortgage loans made to borrowers who reside in

designated disaster areas.

Prior Benchmark Level Current Benchmark Level

Single-Family Goals 2018-2021 2022-2024

Low-Income Home Purchase Goal 24% 28%

Very Low-Income Home Purchase Goal 6% 7%

Minority Census Tracts Subgoal (New)

N/A

10%

Low-Income Census Tracts Subgoal (New)

N/A

Low-Income Refinance Goal 21% 26%

Multifamily Housing Goals for 2022

In response to comments on its rule proposal, FHFA's final rule established multifamily housing goals for 2022 only,

rather than for 2022 through 2024. FHFA will evaluate our performance for 2022 against the following multifamily goals

and subgoals.

Prior Goal Current Goal

Multifamily Goals 2018-2021 2022

Low-Income Goal

315,000 415,000

Very Low-Income Subgoal

60,000 88,000

Small Multifamily (5-50 Units) Low-Income Subgoal

10,000 17,000

Business | Legislation and Regulation

Fannie Mae 2021 Form 10-K 23

The 2022 goals proposed by FHFA are at significantly higher levels than our 2018 to 2021 goals, particularly for the

small multifamily low-income subgoal.

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

duty to serve requirements described below may increase our credit losses and credit-related expense.

Multifamily Business Volume Cap

As our conservator, FHFA has established caps on our new multifamily business volume and requirements that a

portion of our multifamily volume be focused on affordable and underserved markets. Our multifamily loan purchase cap

for 2022 is $78 billion, and a minimum of 50% of loan purchases must be mission-driven, focused on specified

affordable and underserved market segments. In addition, 25% of loan purchases must be affordable to residents

earning 60% or less of area median income, up from the 20% requirement in 2021. Multifamily business that meets the

minimum 25% requirement also counts as meeting the minimum 50% requirement. See “MD&A—Multifamily Business

—Multifamily Business Metrics” for more information about our multifamily business volume cap, which is a requirement

under the scorecard FHFA issued establishing 2022 corporate performance objectives for us. More information on

FHFA’s 2022 Scorecard is provided in our current report on Form 8-K filed on November 18, 2021.

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. Under FHFA’s implementing “duty

to serve” rule, we are required to 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 that market.

The types of activities that are eligible for duty to serve credit in each underserved market are summarized below:

• Manufactured housing market. For the manufactured housing market, duty to serve credit is available for

eligible activities relating to manufactured homes (whether titled as real property or personal property (known

as chattel)) and loans for specified categories of manufactured housing communities.

• Affordable housing preservation market. For the affordable housing preservation market, duty to serve credit is

available for eligible activities relating to preserving the affordability of housing for renters and buyers under

specified programs enumerated in the GSE Act and other comparable affordable housing programs

administered by state and local governments, subject to FHFA approval. Duty to serve credit also is available

for activities related to small multifamily rental properties, energy efficiency improvements on existing

multifamily rental and single-family first lien properties, certain shared equity homeownership programs, the

purchase or rehabilitation of certain distressed properties, and activities under HUD’s Choice Neighborhoods

Initiative and Rental Assistance Demonstration programs.

• Rural housing market. For the rural housing market, duty to serve credit is available for eligible activities related

to housing in rural areas, including activities related to housing in high-needs rural regions and for high-needs

rural populations.

FHFA reviews our draft underserved markets plans. In response to comments we received from FHFA on our initially

proposed plans for 2022 to 2024, we have revised our draft plans for further FHFA consideration.

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, it may result in the imposition of a housing plan that could require us to take additional steps.

In October 2021, FHFA reported its determination that we complied with our 2020 duty to serve requirements and its

finding that we performed a satisfactory job of increasing the liquidity and distribution of available capital in each of the

three underserved markets. We believe we also met our 2021 duty to serve obligations. FHFA will determine our

performance with respect to our 2021 duty to serve obligations in 2022.

Guaranty Fees and Pricing

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

• FHFA, in its capacity as conservator, can direct us to make changes to our guaranty fee pricing for new single-

family acquisitions. FHFA has also provided guidance relating to our guaranty fee pricing. For new single-family

acquisitions, FHFA has instructed us to meet a specified minimum return on equity target based on our capital

requirements. In addition, FHFA has instructed us to establish a long-term target for returns at the enterprise

level, which may impact our guaranty fees.

• FHFA in its regulatory capacity, has established minimum base guaranty fees that generally apply to our

acquisitions of 30-year and 15-year single-family fixed-rate loans in lender swap transactions.

Business | Legislation and Regulation

Fannie Mae 2021 Form 10-K 24

• In December 2011, Congress enacted the Temporary Payroll Tax Cut Continuation Act of 2011 (the “TCCA”)

which, among other provisions, required that we increase our single-family guaranty fees by at least 10 basis

points and remit this increase to Treasury. To meet our obligations under the TCCA and at the direction of

FHFA, we increased the guaranty fee on all single-family residential mortgages delivered to us by 10 basis

points effective April 1, 2012. The resulting revenue is included in net interest income and the expense is

recognized as “TCCA fees.” 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 residential mortgages delivered to us and pay the associated revenue to Treasury. In January

2022, FHFA advised us to continue to pay these TCCA fees to Treasury with respect to all single-family loans

acquired by us before October 1, 2032, and to continue to remit these amounts to Treasury on and after

October 1, 2032 with respect to loans we acquired before this date until those loans are paid off or otherwise

liquidated. As noted in “Glossary of Terms Used in This Report,” in this report we use the term “TCCA fees” to

refer to the expense recognized as a result of the 10 basis point increase in guaranty fees on all single-family

residential 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 remit to

Treasury on a quarterly basis.

New Products and Activities

The GSE Act requires us to obtain prior approval from FHFA before initially offering new products and to provide

advance notice to FHFA of new activities, subject to certain exceptions. FHFA adopted an interim final rule implementing

these provisions in July 2009, but subsequently concluded that permitting us to engage in new products was

inconsistent with the goals of the conservatorship and instructed us not to submit new product requests under the rule.

In October 2020, FHFA issued a proposed rule that, if adopted as final, would replace the interim final rule. The

proposed rule establishes a process for the review of new products and activities by FHFA, including providing for a

public notice and comment period with respect to new products. The proposed rule also establishes revised criteria for

determining what constitutes a new activity that requires notice to FHFA and describes the activities that are excluded

from the requirements of the proposed rule. The proposed rule, if adopted as a final rule, would apply to Fannie Mae,

and any affiliates of Fannie Mae, both during and after a transition from conservatorship. In January 2021, we submitted

a comment letter recommending various modifications to the proposed rule to streamline FHFA’s review of new products

and activities.

Executive Compensation

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

particularly while we are in conservatorship. For a description of our executive compensation program and legal,

regulatory and conservatorship requirements that affect our executive compensation, see “Executive Compensation.”

FHFA Rule on Uniform Mortgage-Backed Securities

We and Freddie Mac are required to align our programs, policies and practices that affect the prepayment rates of TBA-

eligible MBS pursuant to an FHFA rule. The rule is intended to ensure that Fannie Mae and Freddie Mac programs,

policies and practices that individually have a material effect on cash flows (including policies that affect prepayment

speeds) are and will 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 management decisions or actions

about: single-family guaranty fees; the spread between the note rate on the mortgage and the pass-through coupon on

the MBS; eligibility standards for sellers, servicers, and private 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 the single-family mortgages securitized by a GSE. We believe that our policies and

practices are generally aligned with the requirements specified by FHFA pursuant to the rule. However, FHFA may

mandate alignment efforts in the future, and the impact of any such efforts on our business or our MBS is uncertain.

Industry and General Matters

The CARES Act and other Relief

In response to the COVID-19 pandemic, a number of legislative and executive actions were taken by the federal

government and state and local governments to assist affected borrowers and renters and to slow the spread of the

pandemic. While many of the provisions described below are no longer in effect, the pandemic continues, and new

requirements and prohibitions may be imposed in the future that could, depending on their scope and the extent they

apply to our business, have a material adverse effect on our business and financial results.

Business | Legislation and Regulation

Fannie Mae 2021 Form 10-K 25

The Coronavirus Aid, Relief, and Economic Security Act, referred to as the CARES Act, which was enacted in March

2020, contained a number of provisions aimed at providing relief for individuals and businesses that applied to the loans

we guarantee. The CARES Act included a requirement that our servicers provide forbearance (that is, a temporary

suspension of the borrower’s monthly mortgage payments) for up to 360 days upon the request of any single-family

borrower experiencing a financial hardship caused by the COVID-19 pandemic. The CARES Act also temporarily

suspended certain foreclosures and foreclosure-related evictions for single-family properties, and the act instituted a

temporary moratorium on tenant evictions for nonpayment of rent that applied to any single-family or multifamily

property that secured a mortgage loan we own or guarantee. The Centers for Disease Control and Prevention (the

“CDC”) issued orders establishing a temporary prohibition on certain residential evictions for nonpayment of rent, which

the U.S. Supreme Court ultimately invalidated in August 2021. The CFPB issued a rule that prohibited servicers from

initiating new foreclosures, with limited exceptions, on certain mortgage loans secured by the borrower’s principal

residence until after December 31, 2021. Many states and localities also issued executive orders or enacted legislation

requiring mortgage forbearance, foreclosure and eviction moratoriums, and rent flexibilities.

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

Business—Multifamily Mortgage Credit Risk Management” for more information on the actions we have taken and are

taking to support borrowers affected by the impacts of the COVID-19 pandemic and the current status of loans that

received COVID-19-related forbearance.

Risk Retention

Under a rule implementing the Dodd-Frank Act’s credit risk retention requirement, sponsors of securitization

transactions are generally required to retain a 5% economic interest in the credit risk of the securitized assets. The rule

offers several compliance options, one of which is to have either Fannie Mae or Freddie Mac (so long as they remain in

conservatorship or receivership with capital support from the United States) securitize and fully guarantee the assets, in

which case no further retention of credit risk is required. A potential exit from conservatorship, or changes we make in

our business upon any potential exit from conservatorship to comply with the rule, could reduce our market share or

adversely impact our business. Securities backed solely by mortgage loans meeting the definition of a “qualified

residential mortgage” are exempt from the risk retention requirements of the rule. The rule currently defines “qualified

residential mortgage” to have the same meaning as the term “qualified mortgage” as defined by the CFPB in connection

with its ability-to-repay rule discussed below.

Ability-to-Repay Rule and the Qualified Mortgage Patch

The Dodd-Frank Act amended the Truth in Lending Act (“TILA”) to require creditors to determine that borrowers have a

“reasonable ability to repay” most mortgage loans prior to making such loans. In 2013, the CFPB issued a rule that,

among other things, requires creditors to determine a borrower’s “ability to repay” a mortgage loan. If a creditor fails to

comply, a borrower may be able to offset a portion of the amount owed in a foreclosure proceeding or recoup monetary

damages. The rule offers several options for complying with the ability-to-repay requirement, including making loans that

meet certain terms and characteristics (referred to as “qualified mortgages”), which may provide creditors and their

assignees with special protection from liability. A loan will be a standard qualified mortgage under the rule if, among

other things, (1) the points and fees paid in connection with the loan do not exceed 3% of the total loan amount, (2) the

loan term does not exceed 30 years, (3) the loan is fully amortizing with no negative amortization, interest-only or

balloon features and (4) the debt-to-income (“DTI”) ratio on the loan does not exceed 43% at origination and is

underwritten according to Appendix Q in the rule. The CFPB also created the qualified mortgage “patch,” pursuant to

which a special class of conventional mortgage loans are considered qualified mortgages if they (1) meet the points and

fees, term and amortization requirements of qualified mortgages generally and (2) are eligible for sale to Fannie Mae or

Freddie Mac. In 2013, FHFA directed Fannie Mae and Freddie Mac to limit our acquisition of single-family loans to those

loans that meet the points and fees, term and amortization requirements for qualified mortgages, or to loans that are

exempt from the ability-to-repay rule, such as loans made to investors.

In December 2020, the CFPB published a rule amendment that eliminated the qualified mortgage patch and replaced

the 43% DTI ratio limit and certain other requirements for a standard qualified mortgage with a pricing and underwriting

framework. The final qualified mortgage rule went into effect in March 2021, with lenders initially required to comply

beginning in July 2021. In April 2021, the CFPB published a final rule extending the mandatory compliance date to

October 2022 and thereby also extending the qualified mortgage patch. The CFPB has indicated that it will consider

changes to the final rule during the extended implementation timeframe. Although the rule’s implementation is delayed,

the terms of our senior preferred stock purchase agreement with Treasury require that most single-family loans we

purchase be qualified mortgages under the terms of the final rule that went into effect in March 2021. We do not expect

the final qualified mortgage rule, as published, to impact our business significantly. See “Risk Factors—GSE and

Conservatorship Risk” and “Risk Factors—Legal and Regulatory Risk” for more information on risks presented by

regulatory changes in the financial services industry.

Business | Legislation and Regulation

Fannie Mae 2021 Form 10-K 26

TILA-RESPA Integrated Disclosure (“TRID”)

The Dodd-Frank Act required the CFPB to streamline and simplify the disclosures required under TILA and the Real

Estate Settlement Procedures Act. In October 2015, the CFPB’s final rule implementing these changes went into effect.

Although this rule applies to mortgage originators and is not directly applicable to us, we could face potential liability for

certain errors in the required disclosures in connection with the loans we acquire from lenders. It remains unclear what

sorts of errors will give rise to liability. Consistent with a 2015 directive from FHFA, we do not conduct post-purchase

loan file reviews for technical compliance with TRID, and we currently do not exercise our contractual remedies,

including requiring the lender to repurchase the loan, for noncompliance with the provisions of TRID, except in two

limited circumstances: if the required form is not used; or if a particular practice would impair enforcement of the note or

mortgage or would result in assignee liability, and a court of law, regulator or other authoritative body has determined

that such practice violates TRID.

Single-Counterparty Credit Limit

The Federal Reserve Board has adopted rules to restrict the counterparty credit exposures of U.S.-based global

systemically important banks (“U.S. GSIBs”) and certain large bank holding companies, large savings and loan holding

companies, and U.S. intermediate holding companies that are subsidiaries of foreign banking organizations. These

rules generally limit the exposure of a covered organization to any counterparty and its affiliates to no more than 25% of

the covered organization’s tier 1 capital. U.S. GSIBs must adhere to a stricter limit of 15% of their tier 1 capital for

exposures to any other U.S. GSIB or non-bank entity supervised by the Federal Reserve.

While Fannie Mae is in conservatorship, a covered organization’s exposures involving claims on or directly and fully

guaranteed by Fannie Mae are exempt from these restrictions and Fannie Mae MBS and debt can be used as collateral

to reduce a banking organization’s counterparty exposure. We do not know what impact, if any, these rules may have on

our lenders’ or counterparties’ business practices, or whether and to what extent this rule may adversely affect demand

for or the liquidity of securities we issue. The Federal Reserve Board has indicated that a change in the conservatorship

status of the GSEs could affect aspects of the Federal Reserve Board’s regulatory framework, and that it “will continue

to monitor and take into consideration any future changes to the conservatorship status of the GSEs, including the

extent and type of support received by the GSEs.”

Transition from LIBOR and Alternative Reference Rates

In 2017, the United Kingdom’s Financial Conduct Authority, which regulates the London Inter-bank Offered Rate

(“LIBOR”), announced its intention to stop persuading or compelling the group of major banks that sustains LIBOR to

submit rate quotations after 2021. ICE Benchmark Administration (“IBA”), the administrator of LIBOR, ceased

publication of one-week and two-month U.S. dollar LIBOR after December 2021 and has stated its intention to cease

publication of the remaining U.S. dollar LIBOR tenors, including one-month, three-month, six-month and one-year

LIBOR, after June 2023. We are exposed to LIBOR-based financial instruments, primarily relating to our acquisitions of

loans and securities, sales of securities, and derivative transactions, that have been entered into previously and mature

after June 2023. However, we no longer acquire LIBOR loans or securities, issue LIBOR securities or enter into LIBOR

derivatives transactions that increase our LIBOR risk exposure, so our exposure to LIBOR continues to diminish.

We have been actively seeking to facilitate an orderly transition from LIBOR to emerging alternative rates. We

established an internal office focused on LIBOR transition issues that is overseen by our LIBOR Enterprise Steering

Council, which includes members of senior management. We also coordinate with FHFA on our LIBOR transition efforts.

As part of these efforts, we have sought to identify the risks inherent in this transition and engaged external business

and legal consultants focused on LIBOR and alternative indices. We continue to analyze potential risks associated with

the LIBOR transition, including financial, operational, legal, reputational and compliance risks.

In addition to the work we are doing on an enterprise level to facilitate an orderly transition from LIBOR, we also are a

voting member of the Alternative Reference Rates Committee (the “ARRC”) and participate in its working groups. The

ARRC is a group of private-market participants convened by the Federal Reserve Board and the Federal Reserve Bank

of New York to identify a set of alternative U.S. dollar reference interest rates and an adoption plan for those alternative

rates. Banking and financial regulators, including FHFA, also participate in the ARRC as ex-officio members. In 2017,

the ARRC recommended an alternative reference rate, referred to as the Secured Overnight Financing Rate (“SOFR”).

The Federal Reserve Bank of New York began publishing SOFR in 2018.

Business | Legislation and Regulation

Fannie Mae 2021 Form 10-K 27

In support of the ARRC’s efforts to develop SOFR as a key market index, we issued the market’s first SOFR securities

in 2018, and through December 31, 2021 we have issued a total of $136.1 billion in SOFR-indexed floating-rate

corporate debt. Since 2020, we have taken numerous steps to transition our financial instruments away from LIBOR;

including using SOFR-indexed adjustable-rate mortgage products for new originations for our single-family business

and our multifamily business, ceasing our purchase of any LIBOR adjustable-rate mortgage loans, issuing SOFR-

indexed REMIC securities, and ceasing the issuance of new LIBOR REMIC securities. We supported the initial

development of SOFR-indexed interest rate swaps and futures transactions and continue to execute these SOFR trades

on a frequent basis. We have not issued LIBOR debt securities since 2017, and we no longer enter into new LIBOR

derivatives trades that increase our LIBOR risk exposure.

Our LIBOR-indexed derivative contracts historically represented the single largest category (measured by notional

amount) of our LIBOR exposure. During 2021, we terminated the vast majority of our LIBOR derivatives transactions

(and, where appropriate, entered into new SOFR derivatives trades). While we have a small amount of remaining

legacy LIBOR derivatives trades that will mature after June 2023, the related contracts provide that LIBOR will be

replaced with SOFR once LIBOR ceases to be published.

Given that our derivatives LIBOR exposure has been significantly decreased and the transition to SOFR has been

addressed, our three principal sources of continued exposure to LIBOR arise from (1) single-family and multifamily

LIBOR-based adjustable-rate mortgage loans that we have securitized or own; (2) LIBOR-indexed REMIC structured

securities that we have issued; and (3) LIBOR indexed credit risk transfer securities. Each of those products allow us to

select a replacement index if LIBOR ceases to be published or, for products issued in 2020 or after, uses fallback

language based on the recommendations of the ARRC. In coordination with Freddie Mac, and in consultation with

FHFA, we have been providing frequent public updates about these LIBOR products by means of a publicly-available

LIBOR transition playbook.

While we have the ability to select the replacement index for many of these LIBOR products, the transition from LIBOR

will require action by many market participants and leadership from organizations such as the ARRC member firms,

FHFA, our advisors, and other regulators. In October 2021, the ARRC announced that it will develop any and all

remaining final details of the ARRC’s recommended fallback rates for LIBOR consumer products no later than one year

before the date when LIBOR is expected to cease (that is, by June 30, 2022). This timeline is meant to provide market

participants sufficient time to prepare for an orderly transition. Such an announcement will allow us to announce our

transition plans for our LIBOR-indexed consumer products shortly thereafter.

In addition, federal legislation is being considered by Congress that is aimed at providing a fair and orderly transition

from LIBOR to alternative rates. In December 2021, the House of Representatives passed the Adjustable Interest Rate

(LIBOR) Act of 2021 by an overwhelming vote. The goal of this bill is to facilitate a smooth transition from LIBOR to

alternative rates, provide a transparent and fair process, and provide a litigation safe harbor for market participants that

act in accordance with such legislation, and related federal agency rulemakings for their contracts associated with their

LIBOR financial instruments. We cannot predict the likelihood that any legislation is passed, related rulemakings or

decisions are made, or the impact of those actions and decisions. See “Risk Factors—Market and Industry Risk” for a

discussion of the risks to our results of operations, financial condition, liquidity and net worth posed by the

discontinuance of LIBOR.

Human Capital

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

7,400 employees as of December 18, 2021, our final pay-period end date in 2021. Because we design, build and

maintain complex systems to support our specialized role in the secondary mortgage market, approximately 39% of our

employees work in technology-related jobs. An improving economy and increased remote work opportunities have

increased the competition we face from other companies in hiring new employees, as well as in retaining our

employees. Competition is especially high for employees with technology skills. Voluntary attrition of our employees has

increased over the past year, consistent with a national trend. In addition to attrition rates, our vacancy rate at any given

point in time can be affected by other factors such as hiring priorities, labor market conditions, headcount growth rates,

and the timing of onboarding new employees. As of December 18, 2021, approximately 9% of positions across the

company were vacant, and approximately 12% of our technology-related positions were vacant. We discuss how

restrictions on our compensation and uncertainty with respect to our future negatively affect our ability to retain and

recruit employees in “Risk Factors—GSE and Conservatorship Risk.” Despite conservatorship, an uncertain future, and

limitations on the compensation we are able to offer, we believe many employees and potential recruits are attracted by

our mission and the compelling nature of our work.

Business | Legislation and Regulation

Fannie Mae 2021 Form 10-K 28

Employee Engagement

We are committed to maintaining an engaged workforce as we believe engagement is critical to the ongoing

achievement of the company’s and the conservator’s goals. We monitor employee engagement through regular

surveys. In 2021, the vast majority of our employees agreed with statements such as whether they would recommend

Fannie Mae as a great place to work, which we consider to be strong indicators of their engagement. We believe our

ability to recruit and retain employees and keep them engaged is influenced by the opportunity to do interesting work

that supports our mission. We also offer employee benefits to encourage involvement in socially positive efforts,

including those that echo our mission. Specifically, we offer employees up to $5,000 per year in matching charitable gifts

(subject to overall available funding) and 10 hours of paid leave each month to engage in volunteer activities. We have

also established a relief fund to which our employees can make charitable donations to assist employees who have

suffered losses as a result of a natural disaster or other catastrophic event.

Employee Development

We invest in our employees’ development to support the success of the company as well as our employees. We seek to

provide training and opportunities that enable employees to develop digital, leadership and other critical skills we need

to achieve our strategic objectives and fulfill our mission. In recent years, we have worked on instilling lean

management techniques, practices and behaviors throughout our workforce and Agile development principles for

employees engaged in product development. We also emphasize to our employees their responsibility for and role in

managing risk through our risk-assessment and monitoring activities, training and corporate messaging. In 2021, these

efforts enabled us to respond to demands created by the continued high business volumes and impacts from the

COVID-19 pandemic with commercial speed and agility, as well as to respond to a high volume of regulatory and

conservatorship developments and demands, including our new capital framework.

Safety and Resiliency

In 2021, we continued to prioritize the safety and resiliency of our workforce. Recognizing that our employees are

balancing a number of competing obligations, we seek to provide an environment that supports our business needs

while helping employees better meet their personal obligations. While most of our employees currently work remotely,

depending on COVID-19 transmission rates, we permit employees who choose to do so to work at our office locations,

upon compliance with established COVID-19 safety protocols. We plan to operate in a hybrid work model in the future,

with office space where teams come together when it makes sense, but with flexibility regarding when employees will be

in the office. We currently expect that a significant majority of our employees will continue to work remotely for the

foreseeable future. To date, our business resiliency plans and technology systems have effectively supported this

remote work arrangement. To support our employees in their remote work environment, we have offered technology

stipends. We have also taken a number of steps to support employee resiliency, including extending our summertime

practice of half-day flexible Fridays through the balance of 2021 and, more recently, through 2022.

Diversity and Inclusion

We seek to foster an environment in which all employees are treated with dignity and respect, have the opportunity to

contribute to meaningful work, and perform that work in an inclusive environment free from discrimination, harassment,

and retaliation. We believe this commitment helps us attract and retain a skilled, diverse workforce. As of December 18,

2021, racial or ethnic minorities constituted 57% of our overall workforce and 24% of our officer-level employees, and

women constituted 44% of our overall workforce and 35% of our officer-level employees. Supporting our role in the

secondary mortgage market requires employees with specialized technology skills. As a result, we consider our

workforce diversity in the context of fintech companies, whose operations are based on a blend of financial services

products and technology platforms, rather than financial services firms or other companies that have significant retail

operations or a large number of administrative roles. We sponsor programs and activities to cultivate a diverse and

inclusive work environment by focusing on inclusive 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. We established an Employee Inclusive Culture Council in 2021, composed of employees

representing a broad cross-section of the diversity at Fannie Mae, to support culture initiatives relating to our mission

and values. We also support ten voluntary, grassroots employee resource groups that are open to all employees,

support diversity and inclusion, and provide a forum for members to come together for professional growth and

development, cultural awareness, education, community service, and networking across the organization. In 2021, we

engaged leaders to continue championing diversity and inclusion through our officer-led Diversity Advisory Council to

ensure the integration of our diversity and inclusion strategy throughout the company. We also leveraged our leader-led

“Courageous Conversations” to promote inclusion and understanding by raising awareness of employees' diverse

experiences and perspectives.

Business | Human Capital

Fannie Mae 2021 Form 10-K 29

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 and see “Directors, Executive Officers and Corporate Governance—ESG Matters—Diversity

and Inclusion—Diverse Workforce and Inclusive Workplace” for additional information.

Where You Can Find Additional Information

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

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

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

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

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

Helpline at 1-800-2FANNIE (1-800-232-6643). The availability of printed copies of these materials may be delayed at

times when our COVID safety protocols require employees to work remotely.

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.

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 expectations

regarding the following matters:

• our future financial performance, financial condition and net worth, and the factors that will affect them,

including our expectations regarding our future net revenues, amortization income and guaranty fees;

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

growth, refinance volumes and interest rates), the factors that will affect those conditions, and the impact of

those conditions on our business and financial results;

• our business plans and strategies, and their impact;

• our expectations relating to the enterprise regulatory capital framework;

• our plans relating to and the effects of our credit risk transfer transactions, as well as the factors that will affect

our engagement in future transactions;

• the impact of the CFPB’s final rule eliminating the qualified mortgage patch on our business;

• volatility in our future financial results and the impact of our adoption of hedge accounting on such volatility;

• the size and composition of our retained mortgage portfolio;

• the amount and timing of our purchases of loans from MBS trusts;

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

• the impact of the COVID-19 pandemic on our business;

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

• our future off-balance sheet exposure to Freddie Mac-issued securities;

• the risks to our business;

• future delinquency rates, defaults, forbearances, modifications and other loss mitigation activity, foreclosures,

and credit losses relating to the loans in our guaranty book of business and the factors that will affect them,

including the impact of the COVID-19 pandemic;

• the performance of loans in our book of business, including loans in trial modifications or forbearance, and the

factors that will affect such performance;

• our expectations regarding our employees’ remote work arrangements;

• the amount of our outstanding debt and how we will meet our debt obligations; and

Business | Human Capital

Fannie Mae 2021 Form 10-K 30

• our response to legal and regulatory proceedings and their impact on our business or financial condition.

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 factors 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.

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:

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

needed to meet our capital requirements;

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

• the duration, spread and severity of the COVID-19 pandemic; the actions taken to contain the virus or treat its

impact, including government actions to mitigate the economic impact of the pandemic and COVID-19

vaccination rates; the effectiveness of available COVID-19 vaccines over time and against variants of the

coronavirus; the nature, extent and success of the forbearance, payment deferrals, modifications and other loss

mitigation options we provide to borrowers affected by the pandemic; accounting elections and estimates

relating to the impact of the COVID-19 pandemic; borrower and renter behavior in response to the pandemic

and its economic impact; the extent to which current economic and operating conditions continue, including

whether any future outbreaks or increases in new COVID-19 cases interrupt economic recovery; and how

quickly and to what extent affected borrowers, renters and counterparties recover from the negative economic

impact of the pandemic;

• the impact of the senior preferred stock purchase agreement and 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 housing finance reform legislation, including changes that limit

our business activities or our footprint or impose new mandates on us;

• actions by FHFA, Treasury, HUD, the CFPB 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;

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

requirements and net income in the quarter of enactment as a result of a change in our measurement of our

deferred tax assets and our net income in subsequent quarters as a result of the change in our effective federal

income tax rate;

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

• future interest rates and credit spreads;

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

amortization income from our guaranty book of business, 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, or events

such as natural or other disasters, the emergence of widespread health emergencies or pandemics, or other

disruptive or catastrophic events;

• uncertainties relating to the discontinuance of LIBOR, or other market changes that could impact the loans we

own or guarantee or our MBS;

• disruptions or instability in the housing and credit markets;

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

growth and household formation;

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

unemployment rates, personal income, inflation and other indicators thereof;

• changes in fiscal or monetary policy;

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

environment and guaranty fee revenues;

Business | Forward-Looking Statements

Fannie Mae 2021 Form 10-K 31

• the volume of mortgage originations;

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

portfolio;

• 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;

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

• the effectiveness of our business resiliency plans and systems;

• changes in the demand for Fannie Mae MBS, in general or from one or more major groups of investors;

• 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 recent changes or potential future changes to the terms of

the senior preferred stock purchase agreement, and its 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

Treasury’s 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;

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

lenders and servicers;

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

in response to the COVID-19 pandemic, 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;

• our current and future objectives and activities in support of those objectives, including actions we may take to

reach additional underserved borrowers or address barriers to sustainable housing opportunities and advance

equity in housing finance;

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

company or our business;

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

activities, our reduced influence over CSS as a result of changes made in 2020 to the CSS limited liability

company agreement, and any additional changes FHFA may require in our relationship with or in our support of

CSS;

• a decrease in our credit ratings;

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

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

• significant changes in forbearance, modification and foreclosure activity;

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

• defaults by one or more institutional 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;

• our reliance on mortgage servicers;

• changes in GAAP, guidance by the Financial Accounting Standards Board and changes to our accounting

policies;

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

• 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;

Business | Forward-Looking Statements

Fannie Mae 2021 Form 10-K 32

• the impact of increasing 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 assumptions used by these

models;

• domestic and global political risks and uncertainties;

• 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;

• cyber attacks or other information security breaches or threats; 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 discussed in “Risk Factors” in this report.

These forward-looking statements are representative only as of the date they are made, and we undertake no obligation

to update any forward-looking statement as a result of new information, future events or otherwise, except as required

under the federal securities laws.

Item 1A. Risk Factors

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.

• Our business activities are significantly affected by the conservatorship and 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, and FHFA, acting as receiver, proceeding to realize on our assets. Amounts recovered

by our receiver from these actions may not be sufficient to repay the liquidation preference of any series of our

preferred stock or to provide any proceeds to common shareholders.

• 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. In addition, the improving economy and increased remote work

opportunities have increased the competition we face in retaining and hiring executives and other employees.

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

affect our business, results of operations and financial condition.

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

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

market.

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

operational and counterparty credit risk.

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

• We are limited in our ability to diversify our business and may be prohibited from undertaking activities that

management believes would benefit our business.

• 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.

Business | Forward-Looking Statements

Fannie Mae 2021 Form 10-K 33

Credit Risk

• We may incur significant credit losses and credit-related expenses on the loans in our book of business.

• 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 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.

• We may suffer losses if borrowers suffer property damage as a result of a hazard for which we do not require

insurance, such as flooding outside of certain areas, if property or flood insurance is unobtainable or

prohibitively costly, if their claims under insurance policies are not paid, or if their insurance is insufficient to

cover all losses.

• The occurrence of major natural or other disasters in the United States or its territories and the impact of

climate change could negatively impact our credit losses and credit-related expenses.

Operational 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 facilities, or those of third parties with which we do business,

including as a result of cyber attacks, could damage or disrupt our business or result in the disclosure or

misuse of confidential information, which could damage our reputation, result in regulatory sanctions and/or

increase our costs and cause losses.

• Our concurrent implementation of multiple new initiatives may increase our operational risk and result in one or

more material weaknesses in our internal control over financial reporting.

• 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 adversely affect our ability to manage risk and make

effective business decisions.

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 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 adversely

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

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

assets.

• Uncertainty relating to the discontinuance of LIBOR may adversely affect our results of operations, financial

condition, liquidity and net worth.

• 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.

• A decline in activity in the U.S. housing market or increasing interest rates could lower our business volumes or

otherwise adversely affect our results of operations, net worth and financial condition.

Risk Factors | Risk Factors Summary

Fannie Mae 2021 Form 10-K 34

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 or net worth.

General Risk

• The COVID-19 pandemic may continue to adversely affect our business and financial results.

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

• 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.

Risk Factors

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.

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 above 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.

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) the pending significant lawsuits relating to the amendment of the senior preferred

stock purchase agreement and/or the conservatorship have been resolved, and (2) for two or more consecutive

quarters, our common equity tier 1 capital, together with any other common stock that we may issue in a public offering,

equals or exceeds 3% of our “adjusted total assets” under our enterprise regulatory capital framework.

We currently have a significant deficit of core capital relative to our statutory minimum capital requirement. Moreover,

the enterprise regulatory capital framework, when it is fully applicable, will require us to hold more capital than the

statutory requirement. Our efforts to build sufficient capital to meet our requirements can be significantly affected by

growth in our book of business, which can drive increases in our required capital that offset or even outpace increases

in our available capital. In addition, we believe that, if we were fully capitalized under the framework, our returns on our

current business would not be sufficient to attract private investors, which would limit our options for exiting

conservatorship. Increasing our returns may require substantial increases in our pricing or changes in other aspects of

our business that could significantly affect our competitive position, our loan acquisition volumes, or the type of business

we do, including the level of support we provide to low- and moderate-income borrowers and renters. For more

information on the enterprise regulatory capital framework see “Business—Legislation and Regulation—GSE-Focused

Matters—Capital—Enterprise Regulatory Capital Framework.”

After Fannie Mae was placed into conservatorship, policymakers and others focused significant attention on how to

reform the nation’s housing finance system, including what role, if any, Fannie Mae and Freddie Mac should play in that

system. Despite this attention, efforts in Congress to enact meaningful reform have been limited, particularly in recent

years. 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 expand our

Risk Factors | Risk Factors Summary

Fannie Mae 2021 Form 10-K 35

obligations to provide funds to Treasury, constrain our business operations, or subject us to other obligations 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.

Our business activities are significantly affected by the conservatorship and the senior preferred stock

purchase agreement.

In conservatorship our business is not managed with a strategy to maximize shareholder returns while fulfilling our

mission. Our directors have no fiduciary duties to any person or entity except to the conservator. Accordingly, our

directors are not obligated to consider the interests of the company, the holders of our equity or debt securities, or the

holders of Fannie Mae MBS in making or approving a decision unless specifically directed to do so by the conservator.

The Supreme Court’s opinion in Collins v. Yellen in June 2021 included an expansive interpretation of FHFA’s authority

as conservator under the Housing and Economic Recovery Act of 2008 (“HERA”), 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. FHFA can prevent us from engaging in business activities or transactions that we believe would benefit our

business and financial results. For example, because FHFA can direct us to make 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. Additionally, FHFA may require us to undertake activities that are costly or difficult to implement.

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. In Collins v. Yellen, the Supreme Court concluded that the for-cause

restriction on the President’s power to remove the FHFA Director under HERA violates the Constitution’s separation of

powers. Accordingly, the Supreme Court held that the President has the power to remove the Director of FHFA for any

reason, not just for cause.

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 canceled or modified with the consent of Treasury. The agreement includes a number

of covenants that significantly restrict our business activities. Additionally, under our senior preferred stock purchase

agreement, we are subject to a $300 billion debt limit, which will decrease to $270 billion as of December 31, 2022. The

unpaid principal balance of our aggregate indebtedness was $202.5 billion as of December 31, 2021. Because of our

debt limit, our business activities may be constrained. For more information about the covenants in the senior preferred

stock purchase agreement and their potential impact on our business, see “Business—Conservatorship, Treasury

Agreements and Housing Finance Reform—Treasury Agreements—Covenants under Treasury Agreements.”

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

result in our liquidation, and FHFA, acting as receiver, proceeding to realize on our assets. Amounts recovered

by our receiver from these actions may not be sufficient to repay the liquidation preference of any series of our

preferred stock or to provide any proceeds to common shareholders.

FHFA is required to place us into receivership if the Director of FHFA makes 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, 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 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 shareholders

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 critically undercapitalized. Under the GSE Act, FHFA

succeeded to all of the rights, titles, powers and privileges of our board of directors and shareholders. In addition, we

have not held sufficient core or total capital to meet the critical capital requirements in the GSE Act since 2008.

A receivership would terminate the 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 shareholders and creditors may have

against our assets or under our charter arising from their status as shareholders 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

Risk Factors | GSE and Conservatorship Risk

Fannie Mae 2021 Form 10-K 36

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 the administrative expenses of the receiver and the

immediately preceding conservator, the secured and unsecured claims against the company (including repaying all

outstanding debt obligations), 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.

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. In addition, the improving economy and increased remote work

opportunities have increased the competition we face in retaining and hiring executives and other employees.

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. Voluntary attrition of our

executives and other employees has increased over the past year compared with prior years. Attrition 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 may 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 while

under conservatorship. For example:

• The Equity in Government Compensation Act of 2015 limits the compensation and benefits for our Chief

Executive Officer to the same level in effect as of January 1, 2015 while we are in conservatorship or

receivership. Accordingly, annual direct compensation for our Chief Executive Officer is limited to base salary at

an annual rate of $600,000.

• The Stop Trading on Congressional Knowledge Act of 2012, known as the STOCK Act, and related FHFA

regulations prohibit our senior executives from receiving bonuses during conservatorship.

• As our conservator, FHFA has the authority to approve the terms and amounts of our executive compensation

and may require changes to our executive compensation program. FHFA has advised us that, given our

conservatorship status, our executive compensation program is designed generally to provide for lower pay

levels relative to large financial services firms that are not in conservatorship. FHFA has instructed us to

benchmark to the lower end of the range of market compensation for new executive hires and compensation

increase requests for existing executives, which limits our ability to offer market-competitive compensation for

our executives if FHFA does not grant an exception. See “Executive Compensation—Compensation Discussion

and Analysis—2021 Executive Compensation Program; Chief Executive Officer Compensation” for a

description of FHFA’s primary objectives for our executive compensation program, as well as directives and

guidance FHFA has provided relating to our executive compensation during conservatorship.

• The terms of our senior preferred stock purchase agreement with Treasury contain specified restrictions

relating to compensation, including a prohibition on selling or issuing equity securities without Treasury’s prior

written consent except under limited circumstances, which effectively eliminates our ability to offer equity-based

compensation to our employees.

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 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

negatively affects 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 particularly difficult, and it may make it difficult to attract qualified candidates for this critical role in the future.

Risk Factors | GSE and Conservatorship Risk

Fannie Mae 2021 Form 10-K 37

In June 2021, FHFA issued a request for input on executive compensation at FHFA’s regulated entities. The request for

input asked for public feedback on our executive compensation program both during and after conservatorship. Further

changes in our executive compensation program could affect our ability to retain and recruit executive officers.

We face competition from the financial services and technology industries, and from businesses outside of these

industries, for qualified executives and other employees. An improving economy and increased remote work

opportunities have increased the competition we face from other companies in hiring new executives and other

employees, as well as in retaining our executives and employees. If this increased competition for executive and

employee talent persists and if we are unable to retain, promote and attract executives and other employees with the

necessary skills and talent, we would face increased risks for operational failures. If there were 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 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 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

be for low- and very low-income families, families in low-income census tracts and moderate-income families in minority

census tracts or designated disaster areas. We also have a duty to serve very low-, low- and moderate-income families

in three underserved markets: manufactured housing, affordable housing preservation and rural areas. In September

2021, FHFA instructed us to prepare and implement a three-year Equitable Housing Finance Plan. This plan, which was

submitted to FHFA in December 2021, is intended to advance equity in housing finance by working to remove barriers to

affordable rental housing and homeownership experienced by members of underserved populations, particularly racial

and ethnic groups with a significant homeownership rate disparity. We may take actions to support the housing market,

including to meet our housing goals, duty to serve obligations and Equitable Housing Finance Plan, that could adversely

affect our profitability. For example, we may acquire loans that offer lower expected returns or increase our credit losses

and credit-related expenses. 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 an adverse effect on our results of operations and financial condition. The potential penalties for failure to comply

with housing plan requirements include a cease-and-desist order and civil money penalties. See “Business—Legislation

and Regulation—GSE-Focused Matters” for more information on our housing goals and duty to serve underserved

markets and “Business—Conservatorship, Treasury Agreements and Housing Finance Reform—Equitable Housing

Finance Plan” for more information on our Equitable Housing Finance Plan.

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

The material adverse effects of the conservatorship on our shareholders under our agreements with Treasury include

the following:

No voting rights during conservatorship. During conservatorship, our common shareholders 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 shareholders, 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 shareholders (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, once they exceed our

capital reserve amount, will be payable to Treasury as dividends. 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. See “Business—Conservatorship, Treasury Agreements and Housing Finance Reform—Treasury

Agreements—Senior Preferred Stock” for more information on the aggregate liquidation preference of the senior

preferred stock.

Exercise of the Treasury warrant would substantially dilute the investment of current shareholders. 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 shareholders

will be substantially diluted.

We are not managed for the benefit of shareholders. Because we are in conservatorship, we are not managed with a

strategy to maximize shareholder returns.

Risk Factors | GSE and Conservatorship Risk

Fannie Mae 2021 Form 10-K 38

The senior preferred stock purchase agreement, senior preferred stock and warrant can only be canceled or modified

with the consent of Treasury. For additional description of the conservatorship and our agreements with Treasury, see

“Business—Conservatorship, Treasury Agreements and Housing Finance Reform.”

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

market.

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.

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

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. Our pricing does not

currently reflect any incremental credit, liquidity or operational risk associated with our guaranty of resecuritized Freddie

Mac securities, or capital requirements related to those exposures. As a result, 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 default under our

guaranty. We expect this risk exposure to increase as we issue more structured securities backed directly or indirectly

by Freddie Mac-issued securities going forward.

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 sellers 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 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. Under our

limited liability company agreement for CSS, as currently amended, we and Freddie Mac have limited ability to control

CSS Board decisions, even after an exit from conservatorship, including decisions about strategy, business operations

and funding.

The CSS Board of Managers has two members designated by each GSE, as well as a Board Chair, who is the CSS

CEO, and up to three additional Board members. Board actions must be approved by a majority vote and, while we and

Freddie Mac both remain in conservatorship, FHFA has the right to designate the Board members not designated by the

GSEs, and the Board may not take any actions absent the Chair’s consent. 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.

Risk Factors | GSE and Conservatorship Risk

Fannie Mae 2021 Form 10-K 39

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 may be prohibited from undertaking 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 additional limitations on our business. For example, the GSE Act

requires us to obtain prior approval from FHFA for new products and to provide prior notice to FHFA of new activities

that we consider not to be products. In September 2020, FHFA proposed a rule to implement these requirements that, if

adopted, would permit FHFA to establish terms, conditions, or limitations with respect to any new product or new

activity. In addition, as described in a previous risk factor, our business activities are subject to significant restrictions as

a result of the conservatorship and the senior preferred stock purchase agreement. These limitations and requirements

may cause us to delay or prevent us from undertaking new business activities management believes would benefit our

business. Further, as a result of these limitations and requirements on our ability 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.

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, which may result in significant losses to holders of our common stock and preferred stock.

Credit Risk

We may incur significant credit losses and credit-related expenses on the loans in our book of business.

We are exposed to a significant amount of mortgage credit risk on our $4.0 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

and credit-related expenses.

In general, significant home price declines or increased loan delinquencies could materially increase our credit losses

and credit-related expense. Loan delinquencies, among other factors, are influenced by income growth rates and

unemployment levels, which affect borrowers’ ability to repay their mortgage loans. Home price growth is cyclical and

changes in home prices affect the amount of equity that borrowers have in their homes. 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. Conversely, declines in home prices increase the losses we incur on

Risk Factors | GSE and Conservatorship Risk

Fannie Mae 2021 Form 10-K 40

defaulted loans. The pace of rapid home price growth that we have experienced over the last year is not expected to

continue. If home prices decline rapidly and a large number of borrowers default on their loans, we could experience

significant credit losses on our book of business. In addition, the economic dislocation caused by the COVID-19

pandemic resulted in a significant increase in the serious delinquency rate of the single-family and multifamily loans in

our guaranty book of business in 2020. While our single-family and multifamily serious delinquency rates declined in

2021 due to the ongoing economic recovery and the decline in the number of our loans in forbearance plans, they

remain higher than pre-pandemic levels. Our loans currently in forbearance generally have a somewhat weaker credit

profile than our overall guaranty book of business. If a large number of borrowers cannot repay the amounts owed at the

end of their forbearance plans or over time, or fail to qualify for repayment plans, payment deferrals or modifications,

this could result in significantly higher defaults on the mortgage loans in our guaranty book of business. We may

ultimately experience greater losses than we currently expect and may have high credit-related expenses in future

periods.

The credit performance of loans in our book of business could deteriorate in the future, particularly if we experience

home price declines, economic dislocation and elevated unemployment, resulting in significantly higher credit losses

and credit-related expenses. 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.”

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:

• Some of the credit enhancements we use, such as mortgage insurance, Credit Insurance Risk Transfer

(“CIRT

”) transactions and DUS lender loss-sharing arrangements, are subject to the risk that the

counterparties may not meet their obligations to us.

• Our credit risk transfer transactions have limited terms, after which they provide limited or no further credit

protection on the covered loans.

• 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 risk in

most transactions.

• In the event of a sufficiently severe economic downturn, 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, 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.

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 that we hold in our retained mortgage portfolio or that back our Fannie Mae MBS, including;

• mortgage insurers and reinsurers, including those that participate in our CIRT transactions, and multifamily

lenders with risk sharing arrangements;

• mortgage servicers that service the loans we hold in our retained mortgage portfolio or that back our Fannie

Mae MBS;

• mortgage sellers and servicers that are obligated to repurchase loans from us or reimburse us for losses in

certain circumstances;

• the financial institutions that issue the investments, including overnight bank deposits, held in our other

investments portfolio; and

• derivatives counterparties.

Risk Factors | Credit Risk

Fannie Mae 2021 Form 10-K 41

We also have counterparty exposure to 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 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.

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 could be exposed to the 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. 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 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 large portion of our single-family guaranty book is serviced by non-depository servicers. The potentially lower financial

strength, liquidity and operational capacity of non-depository mortgage sellers and servicers compared with depository

mortgage sellers and servicers may negatively affect their ability to fully satisfy their financial obligations or to properly

service the loans on our behalf.

If we replace a mortgage servicer, we likely would incur costs and potential increases in servicing fees and could also

face 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.

Risk Factors | Credit Risk

Fannie Mae 2021 Form 10-K 42

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.

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.

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

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.

Three of our mortgage insurer counterparties that are currently not approved to write new business—PMI Mortgage

Insurance Co. (“PMI”), Triad Guaranty Insurance Corporation (“Triad”) and Republic Mortgage Insurance Company

(“RMIC”)—are currently in run-off. Mortgage insurers that are in run-off continue to collect renewal premiums and

process claims on their existing insurance business, but are no longer approved to write new insurance with us, which

increases the risk that the mortgage insurer will fail to pay claims fully. Entering run-off may limit sources of profits and

liquidity for the mortgage insurer and could also cause the quality and speed of its claims processing to deteriorate. PMI

and Triad have been paying only a portion of policyholder claims and deferring the remaining portion and it is uncertain

whether they will be permitted in the future to pay their deferred policyholder claims or increase or decrease the amount

of cash they pay on claims. RMIC is no longer deferring payments on policyholder claims, but remains in run-off. For

more information on mortgage insurers in run-off and our risk in force mortgage insurance coverage see “Note 13,

Concentrations of Credit Risk—Other Concentrations.”

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 an

increase in credit-related expenses and credit losses.

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, 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.

We may suffer losses if borrowers suffer property damage as a result of a hazard for which we do not require

insurance, such as flooding outside of certain areas, if property or flood insurance is unobtainable or

prohibitively costly, if their claims under insurance policies are not paid, or if their insurance is insufficient to

cover all losses.

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 Special Flood Hazard Area as designated

by FEMA, flooding. To the extent that borrowers suffer 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 Special Flood

Hazard Area, are unable to obtain insurance and suffer property damage, their claims under insurance policies are not

paid, or their insurance is insufficient to cover their losses, they may not pay their mortgage loans, which negatively

impacts our credit losses and credit-related expenses. Hazard insurers may experience financial strain and be unable to

make payments on related claims during any period in which significant numbers of mortgaged properties are damaged

by natural or other disasters.

Risk Factors | Credit Risk

Fannie Mae 2021 Form 10-K 43

Only a small portion of loans in our guaranty book of business as of December 31, 2021 was located in a Special Flood

Hazard Area, for which we require flood insurance: 2.9% of loans in our single-family guaranty book of business and

6.3% of loans in our multifamily guaranty book of business. We believe that only a small portion of borrowers in most

places outside of a Special Flood Hazard Area obtain flood insurance. The risk of significant flooding in places outside

of a Special Flood Hazard Area (that is, in places where we do not require flood insurance) is expected to increase in

the coming years as a result of climate change. Single-family borrowers who obtain flood insurance generally rely on the

National Flood Insurance Program (“NFIP”), which was recently extended through February 18, 2022. 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 will

expand the foregoing risks. Insurers in some areas have become less willing to continue writing coverage or have

significantly increased insurance premiums in certain areas for certain perils. As coverage becomes unavailable or

prohibitively expensive in an area, home prices may be negatively impacted, 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 may diminish over time, which can depress home prices or adversely affect the region’s

economy, which may negatively impact our financial results.

The occurrence of major natural or other disasters in the United States or its territories and the impact of

climate change could negatively impact our credit losses and credit-related expenses.

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 credit losses and credit-related expenses in the affected

geographic area or, depending on the magnitude, scope and nature of the event, nationally, in a number of ways. The

COVID-19 pandemic, for example, has exposed us to substantial credit-related expenses and risk of credit losses.

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 property values in the affected region or in adjacent regions and increase delinquency rates and

default rates. Any of these outcomes could generate significant credit losses and credit-related expenses.

Recent years have seen frequent and severe natural disasters in the U.S., including wildfires, hurricanes, high winds,

severe flooding, mudslides, and environmental contamination. The frequency and intensity of major weather-related

events are indicative of the impact of climate change and this change is expected to persist for the foreseeable 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. 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.

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 risk of more frequent or severe weather events resulting from 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.

Operational 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, data management or systems could disrupt our business or

have a material adverse effect on our risk management, liquidity, financial statement reliability, financial condition and

Risk Factors | Credit Risk

Fannie Mae 2021 Form 10-K 44

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 and equipment, data and the use of

numerous complex systems and models to manage our business and produce books and records 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.

Additionally, we may not have sufficient capacity to recover all data and services in the event of an outage or other

event resulting in data loss or corruption, which could cause financial losses and reputational harm. 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 and may create additional operational risk

and expenses as we execute these enhancements.

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

and emerging risks, as well as to manage changing business needs.

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 CSS and Freddie Mac, 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.

Substantially all of our employees and business operations functions are consolidated in two metropolitan areas:

Washington, DC and Dallas, Texas. As a result of this concentration of our employees and facilities, a major disruptive

event at either location could impact our ability to operate notwithstanding the business continuity plans and facilities

that we have in place, including our out-of-region data center for disaster recovery. Moreover, because of the

concentration of our employees in the Washington, DC and Dallas metropolitan areas, a regional disruption in one of

these areas could prevent our employees from accessing our facilities, working remotely, or communicating with or

traveling to other locations. Further, if the frequency, severity or unpredictability of weather-related events in the

Washington, DC or Dallas regions increases as a result of changing weather patterns, then these disruptions could

occur regularly or last for longer periods of time. 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.

We may experience significant business disruptions as a result of COVID-19 and its variants. If a significant number of

our executives or other employees, or family members for whom they provide care, contract COVID-19 during the same

time period, it could materially adversely affect our ability to manage our business, which could have a material adverse

effect on our results of operations and financial condition. The risk of executives, other employees or their family

members contracting COVID-19 may increase with the further reopening of workplaces and schools.

At this time, a significant majority of our employees are working remotely and we currently expect that they will continue

to work remotely for the foreseeable future. While our transition to a remote work environment has been successful to

date, this remote work arrangement increases the risk that technological, cybersecurity or other operational incidents

could materially adversely affect our business operations. This remote work arrangement could also materially

adversely affect our ability to maintain effective controls, which could result in material errors to our reported financial

results or disclosures that are not complete or accurate.

Risk Factors | Operational Risk

Fannie Mae 2021 Form 10-K 45

A breach of the security of our systems or facilities, or those of third parties with which we do business,

including as a result of cyber attacks, could damage or disrupt our business or result in the disclosure or

misuse of confidential information, which could damage our reputation, result in regulatory sanctions and/or

increase our costs and cause losses.

Our operations rely on the secure receipt, processing, storage and transmission 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 significantly increased in recent years in part because of the proliferation of new technologies

and the use of the Internet, mobile, telecommunications and cloud technologies to conduct or automate financial

transactions. A number of financial services companies, consumer-based companies and other organizations have

reported the unauthorized disclosure of client, customer or other confidential information, as well as cyber attacks

involving the dissemination, theft and destruction of corporate information, intellectual property, cash or other valuable

assets. There have also been several highly publicized ransomware cyber attacks where hackers have requested

“ransom” payments in exchange for not disclosing stolen customer information or for unlocking or not disabling the

target company’s computer or other systems.

We have been, and likely will continue to be, the target of cyber attacks, computer viruses, malicious code, social

engineering attacks, including phishing attacks, denial of service attacks and other information security threats. To date,

cyber attacks have not had a material impact on our financial condition, results or business. However, we could suffer

material financial or other losses in the future as a result of cyber attacks, and these attacks and their impacts are hard

to predict. Our risk and exposure to these matters remains heightened because of, among other things:

• the evolving nature of these threats;

• the current global economic and political environment;

• our prominent size and scale and our role in the financial services industry;

• the outsourcing of some of our business operations;

• the ongoing shortage of qualified cybersecurity professionals;

• our migration to cloud-based systems;

• our increased use of employee-owned devices for business communication;

• the large number of our employees working remotely; and

• the interconnectivity and interdependence of third parties to our systems.

Despite our efforts to ensure the integrity of our software, computers, systems and information, we may not be able to

anticipate, detect or recognize threats to our systems and assets, or to implement effective preventive measures against

all cyber threats, especially because the techniques used are increasingly sophisticated, change frequently, are

complex, and are often not recognized until launched. In addition, recent large-scale cyber attacks suggest that the risk

of damaging cyberattacks impacting us and/or third-parties with which we do business is increasing. We expect cyber

attack and breach incidents to continue, and we are unable to predict the direct or indirect impact of future attacks or

breaches on our business operations.

We routinely identify cyber threats as well as vulnerabilities in our systems and work to address them. Some cyber

vulnerabilities take a substantial amount of time to resolve. In addition, efforts to resolve them may be insufficient.

Further, these efforts involve costs that can be significant as cyber attack methods continue to rapidly evolve. 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. Third parties have, and will likely continue to, attempt to induce

employees, lenders (including servicers) 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 may

be difficult to detect or prevent.

The occurrence of a cyber attack, breach, unauthorized access, misuse, computer virus or other malicious code or other

cybersecurity event could jeopardize or result in the unauthorized disclosure, gathering, monitoring, misuse, corruption,

loss or destruction of confidential and other information that belongs to us, our lenders, our counterparties, third-party

service providers or borrowers that is processed and stored in, and transmitted through, our computer systems and

networks. The occurrence of such an event 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. This

could result in significant financial losses, loss of lenders and business opportunities, reputational damage, litigation,

Risk Factors | Operational Risk

Fannie Mae 2021 Form 10-K 46

regulatory fines, penalties or intervention, reimbursement or other compensatory costs, or otherwise adversely affect

our business, financial condition or results of operations.

Cyber attacks can occur and persist for an extended period of time without detection. Investigations of cyber attacks are

inherently unpredictable, and it takes time to complete an investigation and have full and reliable information. While we

are investigating a cyber attack, 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 has occurred increases the risk of additional cyber attacks, and preparing for this elevated risk can delay

the announcement of a cyber attack. All or any of these challenges could further increase the costs and consequences

of a cyber attack. These factors may also inhibit our ability to provide rapid, complete and reliable information about a

cyber attack to our lenders, counterparties 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.

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

may also be sources of cybersecurity or other technological risks. We outsource certain functions and these

relationships allow for the external storage and processing of our information, as well as lender, 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 with

increased costs and consequences to us such as those described above.

We routinely transmit and receive personal, confidential and proprietary information by electronic means. In addition,

our lenders maintain personal, confidential and proprietary information on systems we provide. We have discussed and

worked with lenders, vendors, service providers, counterparties and other third parties to develop secure transmission

capabilities and protect against cyber attacks, but we do not have, and may be unable to put in place, secure

capabilities with all of our lenders, vendors, service providers, counterparties and other third parties and we may not be

able to 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 or received from

a lender, vendor, service provider, counterparty or other third party could result in legal liability, substantial fines,

regulatory action and reputational harm. Furthermore the legal and regulatory environment related to data privacy and

cybersecurity is constantly changing. An actual or perceived failure by us, lenders, 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 liability, substantial fines, regulatory action and

reputational harm.

Our concurrent implementation of multiple new initiatives may increase our operational risk and result in one

or more material weaknesses in our internal control over financial reporting.

We are currently implementing a number of initiatives in furtherance of both our and our conservator’s strategic

objectives. The magnitude of the many new initiatives we are undertaking may increase our operational risk. Many of

these initiatives involve significant changes to our business processes, controls, systems and infrastructure, require

substantial attention from management, and present significant operational challenges for us. Some business initiatives

that we are currently developing or executing against include a new general ledger platform, our environmental, social

and governance initiatives, enhancements and efficiencies to our operational processes, and enhancements to our

existing and development of new information technology and other systems. For example, for the past several years we

have been transitioning our core information technology systems to third-party cloud-based platforms. If completing this

initiative is delayed or we fail to complete it in a well-managed, secure and effective manner, we may experience

unplanned service disruption or unforeseen costs, which could result in material harm to our business and results of

operations. In addition, FHFA as our conservator is requiring that we undertake a number of initiatives, including those

set forth in their 2022 scorecard. While implementation of each individual initiative creates operational challenges,

implementing multiple initiatives during the same time period significantly increases these challenges. Due to the

operational complexity associated with these changes and the limited time periods for implementing them, we believe

there is a risk that implementing these changes could result in one or more material weaknesses in our internal control

over financial reporting in a future period. If this were to occur, we could experience material errors in our reported

financial results. In addition, FHFA, Treasury, other agencies of the U.S. government or Congress may require us to

implement additional initiatives in the future that could further increase our operational risk.

Risk Factors | Operational Risk

Fannie Mae 2021 Form 10-K 47

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 shareholders and other stakeholders, and could significantly

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,

test or operate 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 adversely affect our ability to manage risk and make

effective business decisions.

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, bad 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.

Given the challenges of predicting future behavior, management judgment is used at every stage of the modeling

process, from model design decisions regarding core underlying assumptions, to interpreting and applying final model

output. To control for these inherent imperfections, our models are validated by an independent model risk management

team within our Enterprise Risk Management Division and are subject to control requirements set by our model risk

policies.

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

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.

If our models fail to produce reliable results on an ongoing basis we may not make appropriate risk management

decisions, including decisions affecting loan purchases, management of credit losses, guaranty fee pricing, and asset

and liability management. Moreover, strategies we employ to manage and govern the risks associated with our use of

models may not be effective or fully reliable.

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 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

Risk Factors | Operational Risk

Fannie Mae 2021 Form 10-K 48

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, including changes arising in connection with efforts to

end our conservatorship, 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 in the

future 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.

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 both short- and long-term debt securities at attractive

rates and in amounts sufficient to operate our business and meet our obligations, it likely would 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

eliminated or significantly impaired. In this event, our alternative source of liquidity, our other investments portfolio, may

not be sufficient to meet our liquidity needs.

A decrease in the credit ratings on our senior unsecured debt could 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, Moody’s and 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 or other event results in downgrades of the government’s credit rating, our credit

ratings may be similarly downgraded. We currently cannot predict the potential impact of a credit ratings downgrade on

demand for our securities or on our business.

A reduction in our credit ratings also could cause derivatives clearing organizations or their members to demand that we

post additional collateral for our derivative contracts. Our credit ratings and ratings outlook are included in “MD&A—

Liquidity and Capital Management—Liquidity Management—Credit Ratings.”

Market and Industry Risk

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

affect our financial results and condition, and increase 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. Our exposure to interest-rate risk primarily arises from two sources: our

“net portfolio,” which we define as our retained mortgage portfolio assets, other investments portfolio, outstanding debt

of Fannie Mae used to fund the retained mortgage portfolio assets and other investments portfolio, mortgage

commitments and risk management derivatives; and 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 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.

Risk Factors | Liquidity and Funding Risk

Fannie Mae 2021 Form 10-K 49

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 a significant adverse effect on our earnings

and net worth for the quarter in which the changes occur, depending on the nature of the changes and the derivatives

and short-term investments we hold at that time.

We have experienced significant fair value losses in some periods due to changes in interest rates. Although we

implemented hedge accounting in 2021 to reduce the impact of benchmark interest-rate volatility on our financial

results, earnings variability driven by other factors, such as spreads or changes in amortization recognized in net

interest income, remains. We describe how changes in amortization affect net interest income in “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. 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. In addition to increasing the risk of future borrower defaults, rising interest rates reduce

expected future loan prepayments, which lengthens the expected life of our loans and therefore increases our loss

reserves related to any concessions we may have provided on those loans.

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

assets.

Spread risk can result from changes in the spread between our mortgage assets, including mortgage purchase and sale

commitments, and the debt and derivatives we use to hedge our position, as well as the current market spreads of our

Connecticut Avenue Securities

(“CAS”) deals issued prior to 2016, which are subject to fair value accounting. 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.

Uncertainty relating to the discontinuance of LIBOR may adversely affect our results of operations, financial

condition, liquidity and net worth.

In 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced its intention to stop

persuading or compelling the group of major banks that sustain LIBOR to submit rate quotations after 2021. ICE

Benchmark Administration, the administrator of LIBOR, ceased publication of one-week and two-month U.S. dollar

LIBOR after December 2021, and has stated its intention to cease publication of overnight, one-month, three-month,

six-month and one-year U.S. dollar LIBOR tenors after June 2023. We have exposure to one-month, three-month, six-

month and one-year LIBOR, including in financial instruments that mature after June 2023.

Efforts are underway to identify and transition to a set of alternative reference rates. As described in “Business—

Legislation and Regulation—Industry and General Matters—Transition from LIBOR and Alternative Reference Rates,”

the ARRC has recommended an alternative reference rate referred to as SOFR. However, SOFR is calculated based on

different criteria than LIBOR. Accordingly, SOFR and LIBOR may diverge, particularly in times of macroeconomic stress.

Since the initial publication of SOFR in 2018, daily changes in SOFR have at times been more volatile than daily

changes in comparable benchmark or market rates, and SOFR may be subject to direct influence by activities of the

Federal Reserve and the Federal Reserve Bank of New York in ways that other rates may not be. For example, at the

direction of the Federal Reserve, the Federal Reserve Bank of New York conducted overnight and term repurchase

agreement (“repo”) operations to help maintain the federal funds rate within a target range starting in September 2019.

Those activities lasted for an extended period of months and directly impacted prevailing SOFR rates.

Risk Factors | Market and Industry Risk

Fannie Mae 2021 Form 10-K 50

While many of our LIBOR-indexed financial instruments allow us to take discretionary action to select an alternative

reference rate if LIBOR is discontinued, our use of an alternative reference rate may be subject to legal challenges.

There is considerable uncertainty as to how the financial services industry will address the discontinuance of LIBOR in

financial instruments. This uncertainty could result in disputes and litigation with counterparties and borrowers

surrounding the implementation of alternative reference rates in our financial instruments that reference LIBOR.

Financial instruments indexed to LIBOR could experience disparate outcomes based on their contractual terms, ability

to amend those terms, market or product type, legal or regulatory jurisdiction, and other factors. There can be no

assurance that legislative or regulatory actions will dictate what happens if LIBOR ceases or is no longer representative

or viable, or what those actions might be. In addition, while the ARRC was created to ensure a successful transition

from LIBOR, there can be no assurance that the ARRC will endorse practices that create a smooth transition and

minimize value transfers between market participants, or that its endorsed practices will be broadly adopted by market

participants. Divergent industry or market participant actions could result after LIBOR is no longer available,

representative, or viable. It is uncertain what effect any divergent industry practices will have on the performance of

financial instruments, including those that we own or have issued. Alternative reference rates that replace LIBOR may

not yield the same or similar economic results over the lives of the financial instruments, which could adversely affect

the value of and return on these instruments. The discontinuance of LIBOR could result in our paying higher interest

rates on our current LIBOR-indexed obligations, adversely affect the yield on and fair value of the loans and securities

we hold or guarantee that reference LIBOR, and increase the costs of or affect our ability to effectively use derivative

instruments to manage interest-rate risk.

These developments could have a material impact on us, adjustable-rate mortgage borrowers, investors, and our

lenders and counterparties. This could result in losses, reputational damage, litigation or costs, or otherwise adversely

affect our business.

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.

In general, a prolonged period of slow growth in the U.S. economy or any deterioration 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 and inflation rates, and shifts in fiscal and monetary policies. For example, in

December 2021 the Federal Reserve announced it would begin to significantly reduce its bond and mortgage-backed

securities purchases in response to inflation concerns. We also expect interest rates on Treasury securities to increase

in 2022 in anticipation of further inflation or a shift in monetary policy. The market impact from such policies may create

upward pressure on mortgage interest rates likely leading to a slowdown in housing demand, deceleration in the pace of

home price appreciation and a reduction in demand for mortgage-backed securities, which could adversely affect our

business and financial condition.

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.

Differing rates of economic recovery from the COVID-19 pandemic around the world along with continued dislocations

in supply chains remain a concern for policy makers and financial markets. 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 or domestic political conditions also can significantly affect economic conditions and

financial markets. Global or domestic political unrest also could affect growth and financial markets. We describe above

the risks to our business posed by changes in interest rates and changes in spreads. In addition, future changes or

disruptions in financial markets could significantly change the amount, mix and cost of funds we obtain, as well as our

liquidity position.

A decline in activity in the U.S. housing market or increasing interest rates could lower our business volumes

or otherwise adversely affect our results of operations, net worth and financial condition.

Our business volume is affected by the rate of growth in total U.S. residential mortgage debt outstanding and the size of

the U.S. residential mortgage market. A decline in mortgage debt outstanding reduces the unpaid principal balance of

mortgage loans available for us to acquire, which in turn could reduce our net interest income and adversely affect our

financial results. Various factors may impact our business volume, including:

• Rising interest rates, which generally result in fewer mortgage originations, particularly for refinances, as we

have seen in the second half of 2021.

Risk Factors | Market and Industry Risk

Fannie Mae 2021 Form 10-K 51

• Lower home prices and multifamily property valuations, which could preclude some borrowers from being able

to refinance their loans.

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. Changes to financial regulations could affect our business directly or indirectly if they affect our

lenders and counterparties. Examples of regulatory changes that have affected us or may affect us in the future include:

rules requiring the clearing of certain derivatives transactions and margin and capital rules for uncleared derivative

trades, which impose additional costs on us; and the Dodd-Frank Act risk retention and single-counterparty credit limit

requirements.

Additional 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 debt securities and MBS, as U.S. banks purchase a

large amount of our debt securities and MBS. New or revised liquidity or capital requirements applicable to U.S. banks

could materially affect banks’ willingness to deliver loans to us and demand by those banks for our debt securities and

MBS. 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 Commodity Futures Trading Commission, the CFPB, the SEC, the Federal Deposit

Insurance Corporation, the Federal Reserve 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 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 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 and diverting management attention or other

resources. For example, the enterprise regulatory capital framework, when it is fully applicable, will require us to hold

more capital than the statutory requirement, which may require us to change or limit certain business activities to

maintain appropriate risk-adjusted returns. We could also be affected by:

• 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 the continued spread of COVID-19 and its variants, such as

expanding or extending our obligations to help borrowers, renters or counterparties affected by the pandemic or

imposing new business shut-downs or other restrictions.

• Legislative or regulatory changes that expand our, or our servicers’, responsibility and liability for securing,

maintaining or otherwise overseeing properties prior to foreclosure, which could increase our costs.

• 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 GSEs 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 residential mortgages delivered to us and pay the

associated revenue to Treasury.

Risk Factors | Market and Industry Risk

Fannie Mae 2021 Form 10-K 52

General Risk

The COVID-19 pandemic may continue to adversely affect our business and financial results.

The COVID-19 pandemic had a significant adverse effect on the U.S. economy, particularly in the second quarter of

2020. Although certain economic conditions in the United States improved in 2021, the pandemic continues to evolve,

as recently experienced with the rapid spread of the Omicron variant, and risks to the U.S. economy from the COVID-19

pandemic remain that could negatively affect our business and financial results. The emergence of other new, more

infectious variants of the coronavirus, potential waning of vaccine effectiveness over time and lower vaccination rates in

certain areas of the country could lead to new shut-downs or other business restrictions or constraints in various locales

and reductions in business activity. If this occurs and negatively affects the economic recovery, it could impact the ability

of borrowers and renters to make their monthly payments, which could negatively affect our business and financial

results.

Factors that may impact the extent to which the COVID-19 pandemic affects our business, financial results and financial

condition include: the duration of the pandemic, the prevalence and severity of future outbreaks; the actions taken to

contain the virus, or treat its impact, including government actions to mitigate the economic impact of the pandemic and

COVID-19 vaccination rates; the effectiveness and availability of COVID-19 vaccines over time; the nature, extent and

success of the forbearance, payment deferrals, modifications and other loss mitigation options we provide to borrowers

affected by the pandemic; accounting elections and estimates relating to the impact of the COVID-19 pandemic;

borrower and renter behavior in response to the pandemic and its economic impact; future economic and operating

conditions, including interruptions to economic recovery from outbreaks or increases in COVID-19 cases or severity;

and how quickly and to what extent affected borrowers, renters and counterparties recover from the negative economic

impact of the pandemic. To the extent the COVID-19 pandemic adversely affects our business and financial results, it

may also have the effect of heightening many of the other risks described in these risk factors.

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. 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 16, 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.

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 accounting policies and methods are fundamental to how we record and report our financial condition and results of

operations. Our management must exercise judgment in applying many of these 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.

Risk Factors | General Risk

Fannie Mae 2021 Form 10-K 53

We have identified our allowance for loan losses accounting policy as critical to the presentation of our financial

condition and results of operations. This policy is described in “MD&A—Critical Accounting Estimates.” We believe this

policy is critical because it requires management to make particularly subjective or complex judgments about matters

that are inherently uncertain and because of the likelihood that materially different amounts would be reported under

different conditions or using different assumptions.

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. Because loans are evaluated for impairment under the CECL standard,

our credit-related income or expense now reflects expected lifetime losses, rather than just incurred losses, as were

recognized under the pre-CECL model. As a result, the CECL standard has introduced additional volatility to our results.

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 determine expected

lifetime losses on loans and other financial instruments subject to the CECL standard using models. 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.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

There are no physical properties that are material to us.

Item 3. Legal Proceedings

This item describes our material legal proceedings. We describe additional material legal proceedings in “Note 16,

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 a number of legal and regulatory proceedings

that arise in the ordinary course of business that we do not expect will have a material impact on our business or

financial condition. 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.

Senior Preferred Stock Purchase Agreements Litigation

Between June 2013 and August 2018, 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 in order 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.

Amendments to our senior preferred stock purchase agreement made pursuant to the January 2021 letter agreement

provide that we may take certain actions without Treasury’s prior written consent only when all currently pending

significant litigation relating to the conservatorship and to the August 2012 amendments to the agreement has been

resolved. For more information, see “Business—Conservatorship, Treasury Agreements and Housing Finance Reform—

Treasury Agreements.” The cases that remain pending or were terminated after September 30, 2021 are as follows:

District of Columbia. Fannie Mae is a defendant in two cases pending in the U.S. District Court for the District of

Columbia, including a consolidated class action. In both cases, Fannie Mae and Freddie Mac stockholders filed

amended complaints on November 1, 2017 against us, FHFA as our conservator and Freddie Mac. On September 28,

Risk Factors | General Risk

Fannie Mae 2021 Form 10-K 54

2018, the court dismissed all of the plaintiffs’ claims in these cases, except for their claims for breach of an implied

covenant of good faith and fair dealing. Both cases, and a third case that was voluntarily dismissed on November 18,

2021, are described in “Note 16, Commitments and Contingencies.”

Southern District of Texas (Collins v. Yellen). 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.

Western District of Michigan. 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. The plaintiffs filed a notice of appeal with the U.S. Court

of Appeals for the Sixth Circuit on October 27, 2020.

District of Minnesota. 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 and are entitled to retrospective relief.

Eastern District of Pennsylvania. 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.

U.S. Court of Federal Claims. Numerous cases are pending against the United States in the U.S. Court of Federal

Claims. Fannie Mae is a nominal defendant in four of these cases: Fisher v. United States of America, filed on

December 2, 2013; Rafter v. United States of America, filed on August 14, 2014; Perry Capital LLC v. United States of

America, filed on August 15, 2018; and Fairholme Funds Inc. v. United States, which was originally filed on July 9, 2013,

and amended publicly to include Fannie Mae as a nominal defendant on October 2, 2018. Plaintiffs in these cases

allege that the net worth sweep dividend provisions of the senior preferred stock that were implemented pursuant to the

August 2012 amendment constitute a taking of Fannie Mae’s property without just compensation in violation of the U.S.

Constitution. The Fisher plaintiffs are pursuing this claim derivatively on behalf of Fannie Mae, while the Rafter, Perry

Capital and Fairholme Funds plaintiffs are pursuing the claim both derivatively and directly against the United States.

Plaintiffs in Rafter also allege direct and derivative breach of contract claims against the government. The Perry Capital

and Fairholme Funds plaintiffs allege similar breach of contract claims, as well as direct and derivative breach of

fiduciary duty claims against the government. Plaintiffs in Fisher request just compensation to Fannie Mae in an

unspecified amount. Plaintiffs in Rafter, Perry Capital and Fairholme Funds seek just compensation for themselves on

their direct claims and payment of damages to Fannie Mae on their derivative claims. The United States filed a motion

to dismiss the Fisher, Rafter and Fairholme Funds cases on August 1, 2018. On December 6, 2019, the court entered

an order in the Fairholme Funds case that granted the government’s motion to dismiss all the direct claims but denied

the motion as to all of the derivative claims brought on behalf of Fannie Mae. On June 18, 2020, the U.S. Court of

Appeals for the Federal Circuit agreed to hear the appeal of the court’s December 6, 2019 order. In the Fisher case, the

court denied the government’s motion to dismiss on May 8, 2020 and, on August 21, 2020, the Federal Circuit denied

the Fisher plaintiffs’ request for interlocutory appeal. Oral argument in the Fairholme Funds case that is on appeal took

place on August 4, 2021.

Item 4. Mine Safety Disclosures

None.

Legal Proceedings

Fannie Mae 2021 Form 10-K 55

PART II

Item 5. Market for Registrant’s Common Equity, Related

Stockholder Matters and Issuer Purchases of Equity

Securities

Common Stock

Our common stock is traded in the over-the-counter market and quoted on the OTCQB, operated by OTC Markets

Group Inc., under the ticker symbol “FNMA.” Over-the-counter market quotations for our common stock reflect inter-

dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.

The transfer agent and registrar for our common stock is Computershare Trust Company, N.A., and its address is

P.O. Box 505000, Louisville, KY 40233-5000 or, for overnight correspondence, 462 South 4th Street, Suite 1600,

Louisville, KY 40202.

Holders

As of February 1, 2022, we had approximately 8,000 registered holders of record of our common stock. In addition, as

of February 1, 2022, Treasury held a warrant giving it the right to purchase shares of our common stock equal to 79.9%

of the total number of shares of our common stock outstanding on a fully diluted basis on the date of exercise.

Equity Compensation Plan Information

As of December 31, 2021, we had no outstanding options, warrants or rights under any equity compensation plan.

Although we have a legacy equity compensation plan that was previously approved by shareholders, our 1985

Employee Stock Purchase Plan, we do not anticipate issuing additional shares under that plan. Moreover, we are

prohibited from issuing any stock or other equity securities as compensation without the approval of FHFA and the prior

written consent of Treasury under the senior preferred stock purchase agreement, except under limited circumstances.

Recent Sales of Unregistered Equity Securities

Under the terms of our senior preferred stock purchase agreement with Treasury, we are prohibited from selling or

issuing our equity interests, without the prior written consent of Treasury except under limited circumstances described

in “Conservatorship, Treasury Agreements and Housing Finance Reform—Treasury Agreements—Covenants under

Treasury Agreements.”

During the quarter ended December 31, 2021, we did not sell any equity securities.

Information about Certain Securities Issuances by Fannie Mae

Pursuant to SEC regulations, public companies are required to disclose certain information when they incur a material

direct financial obligation or become directly or contingently liable for a material obligation under an off-balance sheet

arrangement. The disclosure must be made in a current report on Form 8-K under Item 2.03 or, if the obligation is

incurred in connection with certain types of securities offerings, in prospectuses for that offering that are filed with the

SEC.

Because the securities we issue are exempted securities under the Securities Act of 1933, we do not file registration

statements or prospectuses with the SEC with respect to our securities offerings. To comply with the disclosure

requirements of Form 8-K relating to the incurrence of material financial obligations, in accordance with a “no-action”

letter we received from the SEC staff in 2004, we report our incurrence of these types of obligations in offering circulars

or prospectuses (or supplements thereto) that we post on our website within the same time period that a prospectus for

a non-exempt securities offering would be required to be filed with the SEC. To the extent we incur a material financial

obligation that is not disclosed in this manner, we would file a Form 8-K if required to do so under applicable Form 8-K

requirements.

The website address for disclosure about our debt securities is www.fanniemae.com/debtsearch. From this address,

investors can access the offering circular and related supplements for debt securities offerings under Fannie Mae’s

universal debt facility, including pricing supplements for individual issuances of debt securities.

Disclosure about our obligations pursuant to the MBS we issue, some of which may be off-balance sheet obligations,

can be found at www.fanniemae.com/mbsdisclosure. From this address, investors can access information and

documents about our MBS, including prospectuses and related prospectus supplements.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Fannie Mae 2021 Form 10-K 56

We are providing our website address solely for your information. Information appearing on our website is not

incorporated into this report.

Our Purchases of Equity Securities

We did not repurchase any of our equity securities during the fourth quarter of 2021.

Item 6. [Reserved]

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Fannie Mae 2021 Form 10-K 57

Item 7. Management’s Discussion and Analysis of Financial

Condition and Results of Operations

You should read this MD&A together with our consolidated financial statements as of December 31, 2021 and the

accompanying notes. This MD&A does not discuss 2019 performance or a comparison of 2019 versus 2020

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 2020 Form 10-K, filed with the SEC on February 12, 2021, 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 subject to many uncertainties, including the pace and

nature of economic growth, and may change, perhaps substantially, from our current forecasts and expectations. For

example, home price growth could be adversely affected if growth in gross domestic product (“GDP”) is weaker than we

currently expect, if unemployment, particularly among existing homeowners and potential new home buyers, is higher

than we expect, or if the housing market is more sensitive to economic and labor-market weaknesses than we expect.

For further discussion on housing activity, see “Single-Family Business—Single-Family Mortgage Market” and

“Multifamily Business—Multifamily Mortgage Market.”

Selected Benchmark Interest Rates

3.99%

4.55%

3.74%

2.67%

3.11%

3.00%

3.50%

2.71%

1.34%

2.07%

2.41%

2.68%

1.92%

0.91%

1.51%

2.40%

2.71%

1.90%

0.93%

1.58%

1.69%

2.81%

1.91%

0.24%

0.21%

—%

3.00%

1.55%

0.07%

0.05%

30-year FRM rate¹

30-year Fannie Mae MBS par coupon rate²

10-year Treasury rate²

10-year swap rate²

3-month London Inter-Bank Offered Rate (LIBOR)²

Secured Overnight Financing Rate (SOFR)³

12/31/17 12/31/18 12/31/19 12/31/20 12/31/21

(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. SOFR began in April 2018.

How Interest Rates Can Affect Our Financial Results

• Net interest income. In a rising interest-rate environment, our mortgage loans tend to prepay more slowly. We

amortize various cost basis adjustments over the life of the mortgage loan, including those relating to loan-level

price adjustments we receive as upfront fees at the time we acquire single-family loans. As a result, any

MD&A | Key Market Economic Indicators

Fannie Mae 2021 Form 10-K 58

prepayment of a loan results in an accelerated realization of those upfront fees as income. Therefore, as loan

prepayments slow, the accelerated realization of amortization income also slows. Conversely, in a declining

interest-rate environment, our mortgage loans tend to prepay faster, typically resulting in the opposite trend of

higher net amortization income from cost basis adjustments on mortgage loans and related debt.

• Fair value gains (losses). We have exposure to fair value gains and losses resulting from changes in interest

rates, primarily through our 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.

• Credit-related income (expense). Increases in mortgage interest rates tend to lengthen the expected lives of

our loans, which generally increases the expected impairment and provision for credit losses on such loans.

Decreases in mortgage interest rates tend to shorten the expected lives of our loans, which reduces the

impairment and provision for credit losses on such loans.

• In January 2021, we began applying fair value hedge accounting to reduce the impact of changes in interest

rates, or the interest-rate effect, on our financial results. For additional information on how hedge accounting

supports our interest-rate risk management strategy and our fair value hedge accounting policy, see

“Consolidated Results of Operations—Hedge Accounting Impact,” “Risk Management—Market Risk

Management, including Interest-Rate Risk Management—Earnings Exposure to Interest-Rate Risk” and “Note

1, Summary of Significant Accounting Policies.”

Single-Family Annual Home Price Growth Rate

(1)

5.7%

5.0%

4.4%

10.4%

19.0%

Fannie Mae national home price index

2017 2018 2019 2020 2021

(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 estimates are based on

preliminary data and are subject to change as additional data becomes available.

How Home Prices Can Affect Our Financial Results

• Actual and forecasted home prices impact our provision or benefit for credit losses.

• 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.

• 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 increase the losses we incur on defaulted loans.

• Home prices also impact the growth and size of our guaranty book of business. As home prices rise, the

principal balance of loans associated with purchase money mortgages may increase, which affects the size of

our 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

MD&A | Key Market Economic Indicators

Fannie Mae 2021 Form 10-K 59

balances than the existing loan. Replacing existing loans with newly acquired cash-out refinances can affect

the growth and size of our book.

• Home price growth in 2021 was 19.0% on a national basis, the highest annual home price growth rate in the

history of the Fannie Mae national home price index, driven by continued low interest rates and low levels of

housing supply relative to the level of demand. Cumulative home price growth for the two-year period ended

December 31, 2021 was 31.4%, also the highest in the history of the Fannie Mae national home price index.

This record home price growth has been a key driver in the growth of our guaranty book of business over that

period.

• The pace of rapid home price growth that we have experienced over the last year is not expected to continue.

We expect home price growth to moderate to an annual growth rate of 8.2% in 2022, with slower growth

expected thereafter driven by interest-rate increases, inflation and reduced affordability, especially for low- and

moderate-income borrowers. As home price growth slows, we expect the amount of positive benefit, if any, to

our credit-related income (expense) to moderate as well. Inflation and reduced affordability may present

challenges as we pursue our mission to facilitate equitable and sustainable access to homeownership and

quality affordable rental housing.

New Housing Starts

(1)

1,203

1,250

1,290

1,380

1,595

849

876

888

991

1,123

354

374

402

389

472

8.6%

3.2%

1.4%

11.6%

13.4%

(9.7)%

5.7%

7.5%

(3.3)%

21.3%

% change in multifamily housing starts % change in single-family housing starts

Multifamily starts (in thousands) Single-family starts (in thousands)

2017 2018 2019 2020 2021

(1)

According to U.S. Census Bureau and subject to revision.

How Housing Activity Can Affect Our Financial Results

• Two key aspects of economic activity that can impact supply and demand for housing and thus mortgage

lending are the rates of household formation and housing construction.

• Household formation is a key driver of demand for both single-family and multifamily housing. A newly formed

household will either rent or purchase a home. Thus, changes in the pace of household formation can affect

prices 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. However, the housing sector’s performance may vary from its historical

precedent due to the many uncertainties surrounding future economic or housing policy as well as the

continued impact of the COVID-19 pandemic, supply chain disruptions, and labor shortages on the economy,

and the housing market.

• With regard to housing construction, 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

MD&A | Key Market Economic Indicators

Fannie Mae 2021 Form 10-K 60

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 originated home purchase mortgages, depending on where in

the housing cycle the market is. A reduced pace of construction is often associated with a broader economic

slowdown and may signal expected increases in delinquency and losses on defaulted loans.

• We expect a continued lack of inventory for both new and existing homes will likely continue to constrain sales

into 2022. However, due to the current strength in housing demand and low supply of homes for sale, we

expect single-family housing starts to be higher in 2022 than in 2021, though the pace of new construction

continues to be affected by supply chain disruptions and labor shortages. Despite the constraints on home

sales and new construction, we continue to expect housing activity to remain solid into 2022.

GDP, Unemployment Rate and Personal Consumption

0.6%

3.6%

3.2%

1.7%

(6.9)%

(33.4)%

41.4%

3.4%

11.4%

12.0%

2.0%

3.3%

2.4%

3.2%

2.8%

1.9%

(5.1)%

(31.2)%

33.8%

4.5%

6.3%

6.7%

2.3%

6.9%

3.8%

3.6%

3.5%

3.6%

4.4%

11.0%

7.9%

6.7%

6.0%

5.9%

4.7%

3.9%

U.S. personal consumption, annualized percentage change¹

Growth in GDP, annualized percentage change¹

U.S. unemployment rate, as of period end²

1Q19 2Q19 3Q19 4Q19 1Q20 2Q20 3Q20 4Q20 1Q21 2Q21 3Q21 4Q21

(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 in turn can lead to credit losses.

• Economic growth is a key factor for the performance of mortgage-related assets. In a growing economy,

employment and income are rising, thus allowing existing 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, employment and income growth slow and housing activity slows as an early indicator of

reduced economic activity. 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

MD&A | Key Market Economic Indicators

Fannie Mae 2021 Form 10-K 61

delinquencies to rise. Home sales and mortgage originations also typically fall in a slowing economy.

• The economic recovery from the impact of the COVID-19 pandemic continued its momentum through 2021,

with GDP pushing above its pre-pandemic level by mid-2021 as consumer spending and travel rebounded. The

pace and strength of economic expansion remains uncertain and will depend on a number of factors, including

the continuance of supply chain disruptions and related inflationary pressures, recovery of economic activity

outside the U.S., current labor market shortages, the impact of the emergence of new, more infectious variants

of the coronavirus and COVID-19 vaccination rates.

See “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.

Consolidated Results of Operations

This section discusses our consolidated results of operations and should be read together with our consolidated

financial statements and the accompanying notes.

Summary of Consolidated Results of Operations

For the Year Ended December 31, Variance

2021 2020 2019 2021 vs. 2020 2020 vs. 2019

(Dollars in millions)

Net interest income

(1)

$ 29,587 $ 24,866 $ 21,293 $ 4,721 $ 3,573

Fee and other income 361 462 566 (101) (104)

Net revenues 29,948 25,328 21,859 4,620 3,469

Investment gains, net 1,352 907 1,770 445 (863)

Fair value gains (losses), net

(1)

155 (2,501) (2,214) 2,656 (287)

Administrative expenses (3,065) (3,068) (3,023) 3 (45)

Credit-related income (expense):

Benefit (provision) for credit losses 5,130 (678) 4,011 5,808 (4,689)

Foreclosed property expense (33) (177) (515) 144 338

Total credit-related income (expense) 5,097 (855) 3,496 5,952 (4,351)

TCCA fees (3,071) (2,673) (2,432) (398) (241)

Credit enhancement expense

(2)

(1,051) (1,361) (1,134) 310 (227)

Change in expected credit enhancement recoveries

(3)

(194) 233 — (427) 233

Other expenses, net

(4)

(1,222) (1,131) (745) (91) (386)

Income before federal income taxes 27,949 14,879 17,577 13,070 (2,698)

Provision for federal income taxes (5,773) (3,074) (3,417) (2,699) 343

Net income $ 22,176 $ 11,805 $ 14,160 $ 10,371 $ (2,355)

Total comprehensive income $ 22,098 $ 11,790 $ 13,969 $ 10,308 $ (2,179)

(1)

In January 2021, we began applying fair value hedge accounting. For qualifying hedging relationships, fair value changes attributable to

movements in the designated benchmark interest rates for hedged mortgage loans and funding debt and the fair value change of the

designated portion of the paired interest-rate swaps are recognized in “Net interest income.” In prior years, all fair value changes for

interest-rate swaps were recognized in “Fair value gains (losses), net.” See “Hedge Accounting Impact” below and “Note 1, Summary of

Significant Accounting Policies” for more information about our hedge accounting program.

(2)

Prior to 2020, Credit enhancement expense was included in Other expenses, net. Consists of costs associated with our freestanding credit

enhancements, which primarily include our Connecticut Avenue Securities

(“CAS”) and CIRT programs, enterprise-paid mortgage

insurance (“EPMI”) and certain lender risk-sharing programs. See “Note 1, Summary of Significant Accounting Policies” for more

information about our change in presentation.

(3)

Includes estimated changes in benefits from our freestanding credit enhancements as well as any realized amounts. See “Note 1,

Summary of Significant Accounting Policies” for more information about our change in presentation.

(4)

Consists of debt extinguishment gains and losses, housing trust fund expenses, loan subservicing costs, servicer fees paid in connection

with certain loss mitigation activities and gains and losses from partnership investments.

Hedge Accounting Impact

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 our consolidated MBS trusts. The exposure in the

MD&A | Key Market Economic Indicators

Fannie Mae 2021 Form 10-K 62

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.

To help address volatility in earnings attributable to interest-rate fluctuations in our net portfolio, we began applying fair

value hedge accounting in January 2021 to reduce the current-period impact on our earnings related to changes in

interest rates, particularly LIBOR and SOFR. Hedge accounting aligns the timing of when we recognize fair value

changes in hedged items attributable to these benchmark interest-rate movements with fair value changes in the

hedging instrument.

Under our hedge accounting program, we establish fair value hedging relationships between risk management

derivatives, specifically interest-rate swaps, and qualifying portfolios of mortgage loans or funding debt. For hedging

relationships that are highly effective, we recognize changes in the fair value of the hedged mortgage loans or funding

debt attributable to movements in the benchmark interest rate in net interest income. We then offset that impact with the

changes in fair value of the designated interest-rate swap. This has the effect of deferring the recognition of gains and

losses on the hedging instrument to future periods by recognizing the offsetting gain or loss on the hedged item as a

cost basis adjustment on the underlying loans or funding debt at the end of the hedge term. The cost basis adjustment

is then subsequently amortized back into earnings. Accordingly, for the year ended December 31, 2021, we deferred

$1.5 billion in net fair value losses on our hedged loans and funding debt as cost basis adjustments that will be

amortized through “Net interest income” over the contractual life of the respective hedged items.

The impact on “Net interest income” and “Fair value gains (losses), net” of the application of hedge accounting is

presented below in the “Net Interest Income” section in the “Components of Net Interest Income” table and the “Fair

Value Gains (Losses), Net” section in the “Impact of Hedge Accounting on Fair Value Gains (Losses), Net” table.

Although hedge accounting reduces earnings volatility related to benchmark interest-rate movements in any given

period, it does not impact the amount of interest-rate-driven gains or losses we will ultimately recognize through

earnings.

While we expect the earnings volatility related to benchmark interest-rate movements to continue to be reduced as a

result of our adoption of hedge accounting, 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 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.

See “Note 1, Summary of Significant Accounting Policies” and “Note 8, Derivative Instruments” for additional discussion

of our fair value hedge accounting policy and related disclosures.

Net Interest Income

Our primary source of net interest income is guaranty fees we receive for managing the credit risk on loans underlying

Fannie Mae MBS held by third parties.

Guaranty fees consist of two primary components:

• base guaranty fees that we receive over the life of the loan; and

• upfront fees that we receive at the time of loan acquisition primarily related to single-family loan-level price

adjustments and other fees we receive from lenders, which are amortized into net interest income as cost basis

adjustments over the contractual life of the loan. We refer to this as amortization income.

We recognize almost all of our guaranty fee revenue in net interest income because we consolidate the substantial

majority of loans underlying our Fannie Mae MBS in consolidated trusts in our consolidated balance sheets. Guaranty

fees from these loans account for the difference between the interest income on loans in consolidated trusts and the

interest expense on the debt of consolidated trusts.

The timing of when we recognize amortization income can vary based on a number of factors, the most significant of

which is a change in mortgage interest rates. In a rising interest-rate environment, our mortgage loans tend to prepay

more slowly, which typically results in lower net amortization income. Conversely, in a declining interest-rate

environment, our mortgage loans tend to prepay faster, typically resulting in higher net amortization income.

We also recognize net interest income on the difference between interest income earned on the assets in our retained

mortgage portfolio and our other investments portfolio (collectively, our “portfolios”) and the interest expense associated

with the debt that funds those assets. See “Retained Mortgage Portfolio” and “Liquidity and Capital Management—

Liquidity Management—Other Investments Portfolio” for more information about our portfolios.

MD&A | Consolidated Results of Operations

Fannie Mae 2021 Form 10-K 63

Since January 2021, we have recognized fair value changes attributable to movements in benchmark interest rates for

mortgage loans and funding debt, and for related interest-rate swaps in hedging relationships, as a component of net

interest income, including the amortization of hedge-related basis adjustments on mortgage loans or funding debt and

any related interest accrual on the swaps. The income or expense associated with this activity is presented in the

“Income from hedge accounting” line item in the table below.

The table below displays the components of our net interest income from our guaranty book of business, which we

discuss in “Guaranty Book of Business,” and from our portfolios.

Components of Net Interest Income

For the Year Ended December 31, Variance

2021 2020 2019 2021 vs. 2020 2020 vs. 2019

(Dollars in millions)

Net interest income from guaranty book of business:

Base guaranty fee income

(1)

$ 14,159 $ 11,157 $ 9,711 $ 3,002 $ 1,446

Base guaranty fee income related to TCCA

(2)

3,071 2,673 2,432 398 241

Net amortization income

(3)

11,243 9,121 5,866 2,122 3,255

Total net interest income from guaranty book of business 28,473 22,951 18,009 5,522 4,942

Net interest income from portfolios

(4)

941 1,915 3,284 (974) (1,369)

Income from hedge accounting

(5)

173 — — 173 —

Total net interest income $ 29,587 $ 24,866 $ 21,293 $ 4,721 $ 3,573

Income from hedge accounting included in net interest income:

Fair value losses on designated risk management derivatives

in fair value hedges

(5)

$ (1,453) $ — $ — $ (1,453) $ —

Fair value gains on hedged mortgage loans held for

investment and debt of Fannie Mae

(6)

1,510 — — 1,510 —

Contractual interest income accruals related to interest-rate

swaps designated as hedging instruments

(5)

211 — — 211 —

Discontinued hedge-related basis adjustment amortization (95) — — (95) —

Total income from hedge accounting in net interest income $ 173 $ — $ — $ 173 $ —

(1)

Excludes revenues generated by the 10 basis point guaranty fee increase we implemented pursuant to the TCCA which is remitted to

Treasury and not retained by us.

(2)

Represents revenues generated by the 10 basis point guaranty fee increase we implemented pursuant to the TCCA, the incremental

revenue from which is remitted to Treasury and not retained by us.

(3)

Net amortization income refers to the amortization of premiums and discounts on mortgage loans and debt of consolidated trusts. These

cost basis adjustments represent the difference between the initial fair value and the carrying value of these instruments as well as upfront

fees we receive at the time of loan acquisition. It does not include the amortization of cost basis adjustments resulting from hedge

accounting, which is included in income from hedge accounting.

(4)

Includes interest income from assets held in our retained mortgage portfolio and our other investments portfolio, as well as other assets

used to support lender liquidity. Also includes interest expense on our outstanding Connecticut Avenue Securities debt.

(5)

Prior to the adoption of hedge accounting in 2021, the corresponding activity was included in “Fair value gains (losses), net.” Upon

application of hedge accounting in January 2021, these items are presented in “Net interest income.”

(6)

Amounts are recorded as cost basis adjustments on the hedged loans or debt and amortized over the hedged item’s remaining contractual

life beginning at the termination of the hedging relationship. See “Note 8, Derivative Instruments” for additional information on the effect of

our fair value hedge accounting program and related disclosures.

Net interest income increased in 2021 compared with 2020 and in 2020 compared with 2019, driven by higher base

guaranty fee income and higher net amortization income, partially offset by lower income from portfolios.

• Higher base guaranty fee income. An increase in the size of our single-family and multifamily guaranty book of

business combined with higher average base guaranty fees on loans that now comprise a larger portion of our

book contributed to the increases in base guaranty fee income in 2021 and 2020.

For single-family, higher base guaranty fee income was primarily due to the increase in the size of our guaranty

book of business, driven by record home price appreciation in 2020 and 2021 having led to higher average loan

balances. In addition, our average charged fees increased as a result of better pricing in the low-interest rate

environment.

MD&A | Consolidated Results of Operations

Fannie Mae 2021 Form 10-K 64

For multifamily, higher base guaranty fee income in 2021 compared with 2020 was similarly the result of an

increase in our multifamily guaranty book of business combined with an increase in average charged guaranty

fees. In addition, we realized higher multifamily yield maintenance revenue related to the prepayment of

multifamily loans in 2021 compared with 2020.

• Higher net amortization income. Throughout all of 2021 and much of 2020 we were in a low interest rate

environment, which led to significant prepayment volumes as loans refinanced, resulting in nearly two-thirds of

our single-family book of business being originated since the beginning of 2020. As loans refinance, we

accelerate the amortization of cost basis adjustments on the mortgage loans and any related debt of

consolidated trusts, resulting in elevated amortization income for the periods.

Amortization income was greater in 2021 than in 2020 primarily because the loans that prepaid in 2021, and

the related debt of consolidated trusts that liquidated, had a greater amount of net unamortized deferred

income associated with them. Generally, the loans that prepaid in 2021 had been outstanding for less time than

those that prepaid in 2020, and a greater portion of loans that prepaid in 2021 were issued in a low-interest-rate

environment, which resulted in a greater amount of net deferred income associated with them.

• Lower income from portfolios. Lower income from portfolios in 2021 was primarily due to the reduced average

balance and lower yields on our retained mortgage portfolio, combined with lower yields on assets in our other

investments portfolio as a result of the low interest rate environment. This reduction in income was partially

offset by a decrease in interest expense on our funding debt due to a decrease in average borrowing costs,

primarily as a result of lower average interest rates on our long-term debt.

The decrease in the average balance of our retained mortgage portfolio for 2021 compared with 2020 was

primarily due to a decrease in our lender liquidity portfolio, which was driven by lower acquisitions through our

whole loan conduit in the second half of 2021 as mortgage refinance activity slowed. In addition, sales of

reperforming and nonperforming mortgage loans drove a decrease in our loss mitigation portfolio. See

“Retained Mortgage Portfolio” for additional information about our lender liquidity and loss mitigation portfolios.

Nearly two-thirds of our single-family guaranty book of business has been originated since the beginning of 2020, as

borrowers took advantage of the historically low rate environment. However, refinancing activity began to taper,

particularly in the second half of 2021. We expect refinancing activity to be significantly lower in 2022 compared to 2021

levels as fewer borrowers may benefit from refinancing. Slower turnover in our book of business will likely result in lower

amortization income as the average life of our outstanding book of business may extend. In addition, a slower turnover

rate would limit the impact that changes in our guaranty fees have on our future revenues because any changes would

take longer to meaningfully impact the average charged guaranty fee on our total book of business.

For loans negatively impacted by the COVID-19 pandemic, we continue to recognize interest for up to six months of

delinquency provided that the loans were either current at March 1, 2020 or originated after March 1, 2020. We continue

to accrue interest income beyond six months of delinquency provided that the collection of principal and interest

continues to be reasonably assured. This resulted in a large portion of delinquent loans, including those in a

forbearance arrangement, remaining on accrual status as of December 31, 2021 and December 31, 2020. See “Note 3,

Mortgage Loans” for more information about our nonaccrual accounting policy and “Single-Family Business—Single-

Family Mortgage Credit Risk Management—Single-Family Problem Loan Management” and “Multifamily Business—

Multifamily Mortgage Credit Risk Management—Multifamily Problem Loan Management and Foreclosure Prevention”

for details about loans in forbearance, as well as on-balance sheet loans past due 90 days or more and continuing to

accrue interest.

MD&A | Consolidated Results of Operations

Fannie Mae 2021 Form 10-K 65

Analysis of Net Interest Income

The table below displays an analysis of our net interest income, average balances and related yields earned on assets

and incurred on liabilities. For most components of the average balances, we use a daily weighted average of unpaid

principal balance net of unamortized cost basis adjustments. When daily average balance information is not available,

such as for mortgage loans, we use monthly averages.

Analysis of Net Interest Income and Yield

(1)

For the Year Ended December 31,

2021 2020 2019

Average

Balance

Interest

Income/

(Expense)

Average

Rates

Earned/

Paid

Average

Balance

Interest

Income/

(Expense)

Average

Rates

Earned/

Paid

Average

Balance

Interest

Income/

(Expense)

Average

Rates

Earned/

Paid

(Dollars in millions)

Interest-earning assets:

Mortgage loans of Fannie Mae $ 89,603 $ 2,953 3.30 % $ 114,132 $ 3,917 3.43 % $ 116,350 $ 4,959 4.26 %

Mortgage loans of consolidated trusts 3,746,113 95,977 2.56 3,369,573 102,399 3.04 3,181,505 112,415 3.53

Total mortgage loans

(2)

3,835,716 98,930 2.58 3,483,705 106,316 3.05 3,297,855 117,374 3.56

Mortgage-related securities 6,397 142 2.22 9,793 327 3.34 10,115 421 4.16

Non-mortgage-related securities

(3)

162,305 440 0.27 123,218 645 0.51 61,332 1,381 2.22

Securities purchased under agreements

to resell or similar arrangements 46,165 21 0.04 41,807 146 0.34 35,891 843 2.32

Advances to lenders 9,086 142 1.54 8,551 135 1.55 5,410 163 2.97

Total interest-earning assets

$ 4,059,669

99,675 2.46 %

$ 3,667,074

107,569 2.93 %

$ 3,410,603

120,182 3.52 %

Interest-bearing liabilities:

Short-term funding debt $ 5,748 (4) 0.07 $ 33,068 (182) 0.54 $ 23,426 (501) 2.11

Long-term funding debt 231,344 (2,707) 1.17 204,832 (3,181) 1.55 164,752 (4,115) 2.50

CAS debt 13,896 (581) 4.18 17,915 (857) 4.78 23,630 (1,433) 6.06

Total debt of Fannie Mae 250,988 (3,292) 1.31 255,815 (4,220) 1.65 211,808 (6,049) 2.86

Debt securities of consolidated trusts

held by third parties 3,778,755 (66,796) 1.77 3,403,052 (78,483) 2.31 3,190,070 (92,840) 2.91

Total interest-bearing liabilities

$ 4,029,743

(70,088) 1.74 %

$ 3,658,867

(82,703) 2.26 %

$ 3,401,878

(98,889) 2.91 %

Net interest income/net interest yield $ 29,587 0.73 % $ 24,866 0.68 % $ 21,293 0.62 %

(1)

Includes the effects of discounts, premiums and other cost basis adjustments. For the year ended December 31, 2021, includes cost basis

adjustments related to hedge accounting.

(2)

Average balance includes mortgage loans on nonaccrual status. Interest income from the amortization of loan fees, primarily consisting of

upfront cash fees and yield maintenance revenue, was $10.1 billion, $9.3 billion and $5.4 billion for the years ended 2021, 2020, and 2019,

respectively.

(3)

Consists of cash, cash equivalents and U.S. Treasury securities.

MD&A | Consolidated Results of Operations

Fannie Mae 2021 Form 10-K 66

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

2021 vs. 2020 2020 vs. 2019

Total

Variance

Variance Due to:

(1)

Total

Variance

Variance Due to:

(1)

Volume Rate Volume Rate

(Dollars in millions)

Interest income:

Mortgage loans of Fannie Mae $ (964) $ (814) $ (150) $ (1,042) $ (93) $ (949)

Mortgage loans of consolidated trusts (6,422) 10,696 (17,118) (10,016) 6,369 (16,385)

Total mortgage loans (7,386) 9,882 (17,268) (11,058) 6,276 (17,334)

Mortgage-related securities (185) (96) (89) (94) (19) (75)

Non-mortgage-related securities

(2)

(205) 165 (370) (736) 786 (1,522)

Securities purchased under agreements to resell or similar

arrangements (125) 14 (139) (697) 120 (817)

Advances to lenders 7 8 (1) (28) 70 (98)

Total interest income (7,894) 9,973 (17,867) (12,613) 7,233 (19,846)

Interest expense:

Short-term funding debt 178 86 92 319 (152) 471

Long-term funding debt 474 (377) 851 934 (852) 1,786

CAS debt 276 177 99 576 307 269

Total debt of Fannie Mae 928 (114) 1,042 1,829 (697) 2,526

Debt securities of consolidated trusts held by third parties 11,687 (8,069) 19,756 14,357 (5,989) 20,346

Total interest expense 12,615 (8,183) 20,798 16,186 (6,686) 22,872

Net interest income $ 4,721 $ 1,790 $ 2,931 $ 3,573 $ 547 $ 3,026

(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 and U.S. Treasury securities.

Analysis of Deferred Amortization Income

We initially recognize mortgage loans and debt of consolidated trusts in our consolidated balance sheets at fair value.

The difference between the initial fair value and the carrying value of these instruments is recorded as a cost basis

adjustment, either as a premium or a discount, in our consolidated balance sheets. We amortize these cost basis

adjustments over the contractual lives of the loans or debt. On a net basis, for mortgage loans and debt of consolidated

trusts, we are in a premium position with respect to debt of consolidated trusts, which represents deferred income we

will recognize in our consolidated statements of operations and comprehensive income as amortization income in future

periods. The amount of our deferred income decreased in 2021 primarily as a result of refinance activity, which resulted

in our recognition of a portion of deferred amortization income during 2021.

Deferred Amortization Income Represented by Net Premium Position

on Debt of Consolidated Trusts

(Dollars in billions)

$33.6

$28.5

$26.3

12/31/2019 12/31/2020 12/31/2021

MD&A | Consolidated Results of Operations

Fannie Mae 2021 Form 10-K 67

Investment Gains, Net

Investment gains, net primarily includes gains and losses recognized from the sale of available-for-sale (“AFS”)

securities, sale of loans, gains and losses recognized on the consolidation and deconsolidation of securities, and lower

of cost or fair value adjustments on held for sale (“HFS”) loans. The increase in net investment gains in 2021 compared

with 2020 was primarily driven by a significant increase in the volume of sales of single-family HFS loans. Investment

gains, net decreased during 2020 compared with 2019 primarily driven by a significant decrease in the volume of sales

of single-family HFS loans due to the economic impact of the pandemic, which resulted in a suspension of loan sales for

a period of time in 2020.

Fair Value Gains (Losses), 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. While the estimated fair value of

our derivatives that serve to mitigate certain risk exposures may fluctuate, some of the financial instruments that

generate these exposures are not recorded at fair value in our consolidated statements of operations and

comprehensive income.

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

Fair Value Gains (Losses), Net

For the Year Ended

December 31,

2021 2020 2019

(Dollars in millions)

Risk management derivatives fair value gains (losses) attributable to:

Net contractual interest income (expense) on interest-rate swaps $ 227 $ (261) $ (833)

Net change in fair value during the period

(1,284) (99) (199)

Impact of hedge accounting 1,242 — —

Risk management derivatives fair value gains (losses), net 185 (360) (1,032)

Mortgage commitment derivatives fair value gains (losses), net 551 (2,654) (1,043)

Credit enhancement derivatives fair value gains (losses), net (178) 182 (35)

Total derivatives fair value gains (losses), net 558 (2,832) (2,110)

Trading securities gains (losses), net (1,060) 513 322

CAS debt fair value gains (losses), net (16) 327 145

Other, net

(1)

673 (509) (571)

Fair value gains (losses), net $ 155 $ (2,501) $ (2,214)

(1)

Consists of fair value gains and losses on non-CAS debt and mortgage loans held at fair value.

Impact of Hedge Accounting on Fair Value Gains (Losses), Net

As discussed in “Hedge Accounting Impact,” we implemented our fair value hedge accounting program in January 2021

to reduce the impact of interest-rate volatility on our financial results. Under hedge accounting, fair value gains and

losses attributable to changes in certain benchmark interest rates, such as LIBOR or SOFR, for hedged mortgage loans

or funding debt may be offset by fair value gains and losses on derivatives that are paired in hedging relationships and

recognized in “Net interest income.”

While our hedge accounting program is designed to address the volatility of our financial results associated with

changes in fair value due to interest rates, it does not affect fair value gains and losses driven by other factors, such as

credit spreads.

MD&A | Consolidated Results of Operations

Fannie Mae 2021 Form 10-K 68

The table below displays the amount of contractual interest accruals and fair value losses related to designated interest-

rate swaps in qualifying hedging relationships that are recognized in “Net interest income” rather than “Fair value gains

(losses), net” as a result of hedge accounting. Derivatives not in hedging relationships are not affected.

Impact of Hedge Accounting on Fair Value Gains (Losses), Net

For the Year Ended

December 31,

2021 2020 2019

(Dollars in millions)

Net contractual interest income accruals related to interest-rate swaps designated as hedging instruments

recognized in net interest income

$ 211

$ — $ —

Fair value losses on derivatives designated as hedging instruments recognized in net interest income

(1,453)

— —

Fair value losses, net recognized in net interest income from hedge accounting

$ (1,242)

$ — $ —

Risk Management Derivatives Fair Value Gains (Losses), 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 8, 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 fair value gains on risk management derivatives in 2021, largely the result of fair value hedge

accounting treatment offsetting losses on interest-rate swaps. These losses were driven by decreases in the fair value

of receive-fixed swaps resulting from increased swap rates during 2021. Accrued contractual interest income on

interest-rate swaps also contributed to the fair value gains.

We recognized fair value losses on risk management derivatives in 2020 primarily as a result of net interest expense on

interest-rate swaps and a decrease in the fair value of our interest-rate swaps due to losses on pay-fixed interest-rate

swaps resulting from decreased swap rates during 2020.

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 (Losses), 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.

MD&A | Consolidated Results of Operations

Fannie Mae 2021 Form 10-K 69

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 2021 primarily due to gains on commitments to sell

mortgage-related securities driven by decreases in prices during the commitment periods as interest rates increased

modestly during 2021. We recognized fair value losses on our mortgage commitments in 2020 primarily due to losses

on commitments to sell mortgage-related securities driven by increases in prices during the commitment periods as

interest rates declined more sharply during 2020.

Trading Securities Gains, Net

Losses on trading securities in 2021 were primarily driven by increases in interest rates, which resulted in losses on

fixed-rate securities held in our other investments portfolio, while gains on trading securities in 2020 were primarily

driven by declines in interest rates, which resulted in gains on fixed-rate securities held in portfolio.

CAS Debt Fair Value Gains, Net

Credit risk transfer transactions, including CAS debt issuances, transfer a portion of credit losses on a reference pool of

mortgage loans to investors. CAS debt we issued prior to 2016, which transferred single-family credit risk, is reported at

fair value as a component of “Debt of Fannie Mae” in our consolidated balance sheets. CAS debt issued subsequent to

2016 is not accounted for in a manner that generates fair value gains and losses. We expect our exposure to fair value

gains and losses on CAS debt to continue to decline as the outstanding balance of this debt declines.

We recognized fair value losses on CAS debt reported at fair value in 2021 primarily due to tightened spreads between

CAS debt yields and LIBOR. We recognized fair value gains on CAS debt reported at fair value in 2020 primarily due to

widened spreads between CAS debt yields and LIBOR.

For further discussion of 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.”

Other, Net

We elect the fair value option for our long-term debt of consolidated trusts that contain embedded derivatives that would

otherwise require bifurcation. The fair value of our long-term consolidated trust debt held at fair value is reported as

“Debt of consolidated trusts” in our consolidated balance sheets. The changes in the fair value of our long-term

consolidated trust debt held at fair value are included in “Other, net” in the table above.

We recognized fair value gains on our long-term debt of consolidated trusts held at fair value in 2021 due to increases in

interest rates and we recognized fair value losses on our long-term debt of consolidated trusts held at fair value in 2020

due to declines in interest rates.

Credit-Related Income (Expense)

Our credit-related income or expense can vary substantially from period to period based on a number of factors, such

as changes in actual and forecasted home prices or property valuations, fluctuations in actual and forecasted interest

rates, borrower payment behavior, events such as natural disasters or pandemics, the types, volume and effectiveness

of our loss mitigation activities, including forbearances and loan modifications, the volume of foreclosures completed

and the redesignation of loans from held for investment (“HFI”) to HFS.

Our credit-related income or expense 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. As described below, since the onset of the

COVID-19 pandemic in early 2020, our credit-related income or expense and our loss reserves have been significantly

affected by our estimates of the impact of the pandemic and the pace and strength of the economy’s subsequent

recovery, which require significant management judgment. Although we believe the estimates underlying our allowance

are reasonable, we may observe future volatility in these estimates as we continue to observe actual loan performance

data and update our models and assumptions relating to this unprecedented event. See “Critical Accounting Estimates”

for additional information about how our estimate of credit losses is subject to uncertainty.

MD&A | Consolidated Results of Operations

Fannie Mae 2021 Form 10-K 70

Benefit (Provision) for Credit Losses

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. The benefit or provision for credit losses

includes our benefit or provision for loan losses, accrued interest receivable losses and our guaranty loss reserves, and

excludes credit losses on our AFS securities. It also excludes the transition impact of adopting the CECL standard,

which was recorded as an adjustment to retained earnings as of January 1, 2020. Many of the drivers that contribute to

our benefit or provision for credit losses overlap or are interdependent. The attribution shown below is based on internal

allocation estimates.

Components of Benefit (Provision) for Credit Losses and Change in Expected Credit

Enhancement Recoveries

For the Year Ended December 31,

2021 2020

(Dollars in millions)

Single-family benefit (provision) for credit losses:

Changes in loan activity

(1)

$ 201 $ (31)

Redesignation of loans from HFI to HFS

1,233 672

Actual and forecasted home prices

3,026 1,536

Actual and projected interest rates

(639) 1,085

Changes in assumptions regarding COVID-19 forbearance and loan

delinquencies

(2)

713 (3,021)

Other

(3)

64 (314)

Single-family benefit (provision) for credit losses

4,598 (73)

Multifamily benefit (provision) for credit losses:

Changes in loan activity

(1)

(202) (234)

Actual and projected interest rates

9 210

Actual and projected economic data

(4)

571 —

Estimated impact of the COVID-19 pandemic

119 (648)

Other

(3)

33 70

Multifamily benefit (provision) for credit losses

530 (602)

Total benefit (provision) for credit losses

$ 5,128 $ (675)

Change in expected credit enhancement recoveries:

(5)

Single-family

$ (86) $ 89

Multifamily

(123) 137

Change in expected credit enhancement recoveries for active loans

$ (209) $ 226

(1)

Primarily consists of loan acquisitions, liquidations and amortization of modification concessions granted to borrowers 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)

Includes changes in the allowance due to assumptions regarding loss mitigation when loans exit forbearance, as well as adjustments to

modeled results.

(3)

Includes provision for allowance on accrued interest receivable. For single-family, also includes the impact of changes in assumptions as

well as changes in the reserve for guaranty losses that are not separately included in the other components. For multifamily, also includes

the impact of model enhancements implemented for 2021.

(4)

For the year ended 2020, the impact of actual and projected economic data is grouped with “Estimated impact of the COVID-19 pandemic”

as these impacts were driven by the pandemic.

(5)

Includes increase (decrease) in expected credit enhancement recoveries only for active loans. Recoveries received after foreclosure,

which are included in “Change in expected credit enhancement recoveries” in “Summary of Consolidated Results of Operations,” are not

included.

MD&A | Consolidated Results of Operations

Fannie Mae 2021 Form 10-K 71

Single-Family Benefit (Provision) for Credit Losses

The primary factors that contributed to our single-family benefit for credit losses in 2021 were:

• Benefit from actual and forecasted home price growth. In 2021, actual home price growth was at record levels.

We expect home price growth to moderate in 2022, with slower growth expected thereafter. Higher home prices

decrease the likelihood that loans will default and reduce the amount of credit loss 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 appreciation and our home price forecast. Also see “Critical

Accounting Estimates” for more information about our home price forecast.

• Benefit from the redesignation of certain nonperforming and reperforming single-family loans from HFI to HFS.

We redesignated certain nonperforming and reperforming single-family loans from HFI to HFS, as we no longer

intend to hold them for the foreseeable future or to maturity. Upon redesignation of these loans, we recorded

the loans at the lower of cost or fair value with a write-off against the allowance for loan losses. Amounts

recorded in the allowance related to these loans exceeded the amounts written off, resulting in a net benefit for

credit losses.

• Benefit from changes in assumptions regarding COVID-19 forbearance and loan delinquencies. During the first

half of 2021, management used its judgment to supplement the loss projections developed by our credit loss

model to account for uncertainty arising from the COVID-19 pandemic that was not represented in historical

data or otherwise captured by our credit model. For the second half of 2021, management removed the

remaining non-modeled adjustment as the effects of the government’s economic stimulus, the vaccine rollout,

and the effectiveness of COVID-19-related loss mitigation strategies were much less uncertain. Specifically, the

decrease in uncertainty as of December 31, 2021 compared with the end of 2020 was primarily driven by the

passage of the American Rescue Plan Act of 2021 and the broad implementation of the COVID-19 vaccination

program in the United States, which contributed to a significant increase in business activity and helped support

continued economic growth. There has also been a steady decline in the number of borrowers in a COVID-19-

related forbearance, lessening expectations of credit losses. Additionally, we believe the array of possible future

economic environments included in our credit model, which captures scenarios that may be remote, combined

with data consumed over the course of the COVID-19 pandemic, such as forbearance outcomes, have

removed the need to continue to supplement modeled results.

The impact of these factors was partially offset by the impact of the following factor, which reduced our single-family

benefit for credit losses recognized in 2021:

• Provision for higher actual and projected interest rates. Actual and projected interest rates were higher as of

December 31, 2021 compared with December 31, 2020. As mortgage rates increase, we expect a decrease in

future prepayments on single-family loans, including modified loans. Lower expected prepayments extend the

expected lives of modified loans, which increases the expected impairment relating to term and interest-rate

concessions provided on these loans, resulting in a provision for credit losses.

The primary factors that contributed to our single-family provision for credit losses in 2020 were:

• Provision from changes in actual and expected loan delinquencies and change in assumptions regarding

COVID-19 forbearance, which included adjustments to modeled results. The economic dislocation caused by

the COVID-19 pandemic was a significant driver of credit-related expenses during 2020, with the majority of the

impact recognized in the first quarter of 2020. Estimating expected credit losses as a result of the COVID-19

pandemic required significant management judgment regarding a number of matters, including our

expectations surrounding the length of time that loans would remain in forbearance and the type and extent of

loss mitigation that might be needed when loans exit a COVID-19-related forbearance, political uncertainty and

the high degree of uncertainty regarding the future course of the pandemic, including new strains of the virus

and its effect on the economy. As a result, we believed the model used to estimate single-family credit losses

did not capture the entirety of losses we expected to incur relating to COVID-19 at that time. Accordingly,

management used its judgment to significantly increase the loss projections developed by our credit loss model

in the first quarter of 2020. The model consumed data from the initial quarters of the pandemic, including loan

delinquencies, and updated credit profile data for loans in forbearance. As more of this data was consumed by

our credit loss model throughout the year, we reduced the non-modeled adjustment initially recorded in the first

quarter of 2020.

Management continued to apply its judgment and supplement model results as of December 31, 2020, taking

into account the continued high degree of uncertainty regarding the future impact of the pandemic and its effect

on the economy at that time.

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Fannie Mae 2021 Form 10-K 72

The impact of these factors was partially offset by the impact of the following factors, which reduced our single-family

provision for credit losses recognized in 2020:

• Benefit from actual and expected home price growth. In the first quarter of 2020, we significantly reduced our

expectations for home price growth to near-zero for 2020. However, the negative impact from the first quarter of

2020 was more than offset by a robust increase in actual home price growth through the remainder of 2020

despite the COVID-19 pandemic. In addition, we also expected more moderate home price growth for 2021.

• Benefit from lower actual and projected interest rates. For much of 2020, we continued to be in a historically

low interest rate environment, which we expected to continue in 2021. We expected continuing low interest-

rates would result in a continuing high level of prepayments on single-family loans, including modified loans.

Higher expected prepayments shorten the expected lives of modified loans, which decreases the expected

impairment relating to term and interest-rate concessions provided on these loans and results in a benefit for

credit losses.

• Benefit from the redesignation of certain reperforming single-family loans from HFI to HFS. In the third quarter

of 2020, we resumed sales of reperforming loans after our suspension of new loan sales in the second quarter

of 2020. As a result, we redesignated certain reperforming single-family loans from HFI to HFS in the second

half of 2020, as we no longer intended to hold them for the foreseeable future or to maturity. Upon

redesignation of these loans, we recorded the loans at the lower of cost or fair value with a write-off against the

allowance for loan losses. Amounts recorded in the allowance related to these loans exceeded the amounts

written off, resulting in a benefit as shown in the table above.

Multifamily Benefit (Provision) for Credit Losses

The primary factors that contributed to our multifamily benefit for credit losses in 2021 were:

• Benefit from actual and projected economic data. In 2021, property value forecasts increased due to continued

demand for multifamily housing. In addition, improved job growth led to an increase in projected average

property net operating income, which reduced the probability of loan defaults, resulting in a benefit for credit

losses.

• Benefit from lower expected credit losses as a result of the COVID-19 pandemic. Similar to our single-family

benefit for credit losses described above, for the first half of 2021 management used its judgment to

supplement the loss projections developed by our credit loss model to account for uncertainty arising from the

COVID-19 pandemic. For the second half of 2021, management removed the remaining non-modeled

adjustment as the effects of the economic stimulus, the vaccine rollout, and the effectiveness of COVID-19-

related loss mitigation strategies were much less uncertain. See “Single-Family Benefit (Provision) for Credit

Losses,” above for more information on these factors.

Our multifamily provision for credit losses in 2020 was primarily driven by:

• Provision from actual and projected economic data and estimated impact of the COVID-19 pandemic, which

included adjustments to modeled results. Our multifamily provision for credit losses in 2020 was driven by

higher expected losses as a result of the economic dislocation caused by the COVID-19 pandemic and

heightened economic uncertainty, driven by elevated unemployment, which we expected would result in a

decrease in multifamily property net operating income and property values. In addition, the multifamily provision

for credit losses included increased expected credit losses on seniors housing loans, as these properties were

disproportionately impacted by the pandemic. Consistent with the single-family discussion above, we believed

the model we used to estimate multifamily credit losses did not capture the entirety of losses we expected to

incur relating to COVID-19 at that time. Accordingly, management used its judgment to increase the loss

projections developed by our credit loss model. The model consumed data from the initial quarters of the

pandemic, but we continued to apply management judgment and supplement model results as of December

31, 2020, taking into account the continued high degree of uncertainty that remained related to the impact of

the pandemic.

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Fannie Mae 2021 Form 10-K 73

The table below provides quantitative analysis of the drivers in 2019 of our single-family benefit for credit losses. The

presentation of our components represents amounts recognized prior to our transition to the lifetime loss model

prescribed by the CECL standard. Many of the drivers that contribute to our benefit for credit losses overlap or are

interdependent. The attribution shown below is based on internal allocation estimates. The table does not include our

multifamily provision for credit losses as the amounts in 2019 were less than $50 million.

Components of Benefit for Credit Losses

For the Year Ended

December 31, 2019

(Dollars in millions)

Single-family benefit for credit losses:

Changes in loan activity

(1)

$ 458

Redesignation of loans from HFI to HFS

1,489

Actual and forecasted home prices

859

Actual and projected interest rates

291

Other

(2)

941

Total single-family benefit for credit losses

$ 4,038

(1)

Primarily consists of changes in the allowance due to loan delinquency, loan liquidations, new TDRs, and the amortization of concessions

granted to borrowers.

(2)

Primarily consists of the impact of model and assumption changes and changes in the reserve for guaranty losses that are not separately

included in the other components.

The primary factors that contributed to our single-family benefit for credit losses in 2019 were:

• The redesignation of certain reperforming single-family loans from HFI to HFS as we no longer intended to hold

them for the foreseeable future or to maturity.

• During 2019, we enhanced the model used to estimate cash flows for individually impaired single-family loans

within our allowance for loan losses. This enhancement was performed as a part of management’s routine

model performance review process. In addition to incorporating recent loan performance data, this model

enhancement better captures recent prepayment activity, default rates, and loss severity in the event of default.

The enhancement resulted in a decrease in our allowance for loan losses and an incremental benefit for credit

losses of approximately $850 million and is included in “Other” in the table above.

• An increase in actual and forecasted home prices.

• Changes in loan activity. Higher loan liquidation activity generally occurs during a lower interest-rate

environment as loans prepay, and during the peak home buying season of the second and third quarters of

each year. When mortgage loans prepay, we reverse any remaining allowance related to these loans, which

contributed to the benefit for credit losses.

TCCA Fees

Pursuant to the TCCA, in 2012 FHFA directed us to increase our single-family guaranty fees by 10 basis points and

remit this increase to Treasury. This TCCA-related revenue is included in “Net interest income” and the expense is

recognized as “TCCA fees” in our consolidated financial statements.

TCCA fees increased in 2021 compared with 2020 as our book of business subject to the TCCA continued to grow

during the year. FHFA has provided guidance that we are not required to accrue or remit TCCA fees to Treasury with

respect to loans backing MBS trusts that have been delinquent for four months or longer. Once payments on such loans

resume, we will resume accrual and remittance to Treasury of the associated TCCA fees on the loans. See “Business—

Legislation and Regulation—GSE-Focused Matters—Guaranty Fees and Pricing” for further discussion of the TCCA.

Credit Enhancement Expense

Credit enhancement expense consists of costs associated with our freestanding credit enhancements, which primarily

include our CAS and CIRT programs, EPMI, and amortization expense for certain lender risk-sharing programs. For our

CAS and CIRT programs, this expense is generally based on the average balance of the covered reference pool.

Therefore, the periodic expense at the transaction or security level generally increases or decreases as the covered

balance increases or decreases. We exclude from this expense costs related to our CAS transactions accounted for as

debt instruments and credit risk transfer programs accounted for as derivative instruments. Credit enhancement

expense has been presented as a separate line item for all periods presented. Prior to 2020, credit enhancement

MD&A | Consolidated Results of Operations

Fannie Mae 2021 Form 10-K 74

expenses were recorded in “Other expenses, net.” We discuss the transfer of mortgage credit risk in “Single-Family

Business—Single-Family Mortgage Credit Risk Management—Single-Family Credit Enhancement and Transfer of

Mortgage Credit Risk” and “Multifamily Business—Multifamily Mortgage Credit Risk Management—Transfer of

Multifamily Mortgage Credit Risk.”

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. Benefits, if any, from our CAS, CIRT and EPMI programs

previously recorded in “Fee and other income” have been reclassified to “Change in expected credit enhancement

recoveries” for all periods presented. Benefits from other lender risk-sharing programs, including our multifamily DUS

program, were recorded as a reduction of credit-related expense in periods prior to 2020. However, with our adoption of

the CECL standard on January 1, 2020, benefits from freestanding credit enhancements are no longer recorded as a

reduction of credit-related expenses. These benefits from lender risk-sharing have been reclassified into “Change in

expected credit enhancement recoveries” on a prospective basis beginning January 1, 2020.

Federal Income Taxes

We recognized provisions for federal income taxes of $5.8 billion in 2021, $3.1 billion in 2020 and $3.4 billion in 2019.

Our provision for federal income taxes increased in 2021 compared with 2020 primarily because of the increase in our

pre-tax income. Similarly, our provision for federal income taxes decreased in 2020 compared with 2019 because of the

decrease in our pre-tax income. In addition, we recognized a benefit for federal income taxes in 2019 of $205 million as

a result of a favorable resolution with the Internal Revenue Service (“IRS”) of an uncertain tax position.

Our effective tax rates were 20.7% in 2021, 20.7% in 2020 and 19.4% in 2019. Our effective tax rates for each of these

periods was also impacted by the benefits of our investments in housing projects eligible for low-income housing tax

credits. See “Note 9, Income Taxes” for additional information on our income taxes.

MD&A | Consolidated Results of Operations

Fannie Mae 2021 Form 10-K 75

Consolidated Balance Sheet Analysis

This section discusses our consolidated balance sheets and should be read together with our consolidated financial

statements and the accompanying notes.

Summary of Consolidated Balance Sheets

As of December 31,

2021 2020 Variance

(Dollars in millions)

Assets

Cash and cash equivalents and securities purchased under agreements to resell or similar

arrangements $ 63,191 $ 66,537 $ (3,346)

Restricted cash and cash equivalents 66,183 77,286 (11,103)

Investments in securities 89,043 138,239 (49,196)

Mortgage loans:

Of Fannie Mae 66,127 117,911 (51,784)

Of consolidated trusts 3,907,744 3,546,533 361,211

Allowance for loan losses (5,629) (10,552) 4,923

Mortgage loans, net of allowance for loan losses 3,968,242 3,653,892 314,350

Deferred tax assets, net 12,715 12,947 (232)

Other assets 29,792 36,848 (7,056)

Total assets $ 4,229,166 $ 3,985,749 $ 243,417

Liabilities and equity

Debt:

Of Fannie Mae $ 200,892 $ 289,572 $ (88,680)

Of consolidated trusts 3,957,299 3,646,164 311,135

Other liabilities 23,618 24,754 (1,136)

Total liabilities 4,181,809 3,960,490 221,319

Fannie Mae stockholders’ equity:

Senior preferred stock 120,836 120,836 —

Other net deficit (73,479) (95,577) 22,098

Total equity 47,357 25,259 22,098

Total liabilities and equity $ 4,229,166 $ 3,985,749 $ 243,417

Restricted Cash and Cash Equivalents

The decrease in restricted cash and cash equivalents from December 31, 2020 to December 31, 2021 was primarily

driven by a decrease in prepayments due to lower refinance volumes for loans of consolidated trusts, resulting in lower

cash balances held in trust at period-end. For information on our accounting policy for restricted cash and cash

equivalents, see “Note 1, Summary of Significant Accounting Policies.”

Investments in Securities

Investments in securities decreased from December 31, 2020 to December 31, 2021 primarily driven by a decrease in

funding debt issuances during the period. With lower funding debt issuances, our other investments portfolio decreased

as maturing investments in securities were not replaced. For details on the maturity and weighted-average yield of our

AFS securities, please see Note 5, Investments in Securities—Maturity Information.

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, 2020 to December 31, 2021 driven by

an increase in mortgage loans due to acquisitions, primarily from continued high refinancing activity, outpacing

liquidations and sales.

MD&A | Consolidated Balance Sheet Analysis

Fannie Mae 2021 Form 10-K 76

For additional information on our mortgage loans, see “Note 3, Mortgage Loans,” and for additional information on

changes in our allowance for loan losses, see “Note 4, Allowance for Loan Losses.”

Other Assets

The decrease in other assets from December 31, 2020 to December 31, 2021 was primarily driven by a decrease in

receivables from servicers, as loan delinquencies have declined, and a decrease in advances to lenders driven by lower

loan acquisition volumes through the whole loan conduit. For information on our accounting policy for advances to

lenders, see “Note 1, Summary of Significant Accounting Policies.”

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 is the primary means of funding our mortgage purchases. 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, 2020 to December 31, 2021 was primarily due to decreased

funding needs. The increase in debt of consolidated trusts from December 31, 2020 to December 31, 2021 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 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 7, Short-Term and

Long-Term Debt” for additional information on our total outstanding debt.

Stockholders’ Equity

Our net equity increased as of December 31, 2021 compared with December 31, 2020 by the amount of our

comprehensive income recognized during 2021.

The aggregate liquidation preference of the senior preferred stock increased from $142.2 billion as of December 31,

2020 to $163.7 billion as of December 31, 2021. For more information about how this liquidation preference is

determined see “Business—Conservatorship, Treasury Agreements and Housing Finance Reform—Treasury

Agreements—Senior Preferred Stock.”

MD&A | Consolidated Balance Sheet Analysis

Fannie Mae 2021 Form 10-K 77

Retained Mortgage Portfolio

We use our retained mortgage portfolio primarily to provide liquidity to the mortgage market through our whole loan

conduit and to support our loss mitigation activities, particularly in times of economic stress when other sources of

liquidity to the mortgage market may decrease or withdraw. Previously, we also used our retained mortgage portfolio for

investment purposes.

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.

The chart below separates the instruments within our retained mortgage portfolio, measured by unpaid principal

balance, into three categories based on each instrument’s use:

• Lender liquidity, which includes balances related to our whole loan conduit 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. The majority of the balance

of “Other” as of December 31, 2021 consisted of Fannie Mae reverse mortgage securities and reverse

mortgage loans. We expect the amount of assets in “Other” will continue to decline over time as they liquidate,

mature or are sold.

Retained Mortgage Portfolio

(Dollars in billions)

$80.8

$50.7

$56.3

$37.6

$25.6

$20.9

$162.7

$109.2

Lender liquidity Loss mitigation Other

12/31/2020 12/31/2021

The decrease in our retained mortgage portfolio as of December 31, 2021 compared with December 31, 2020 was

primarily due to a decrease in our lender liquidity portfolio driven by a decline in mortgage refinance activity, leading to

lower acquisition volumes through the whole loan conduit. In addition, sales of reperforming and nonperforming

mortgage loans drove a decrease in our loss mitigation portfolio.

MD&A | Retained Mortgage Portfolio

Fannie Mae 2021 Form 10-K 78

The table below displays the components of our retained mortgage portfolio, measured by unpaid principal balance.

Based on the nature of the asset, these balances are included in either “Investments in securities” or “Mortgage loans of

Fannie Mae” in our Summary of Consolidated Balance Sheets shown above.

Retained Mortgage Portfolio

As of December 31,

2021 2020

(Dollars in millions)

Lender liquidity:

Agency securities

(1)

$ 34,509 $ 34,810

Mortgage loans 16,174 45,895

Total lender liquidity 50,683 80,705

Loss mitigation mortgage loans

(2)

37,601 56,315

Other:

Reverse mortgage loans 9,908 12,388

Mortgage loans 3,954 4,881

Reverse mortgage securities

(3)

6,146 7,185

Private-label and other securities 363 473

Fannie Mae-wrapped private-label securities 445 521

Mortgage revenue bonds 121 182

Total other 20,937 25,630

Total retained mortgage portfolio

$ 109,221 $ 162,650

Retained mortgage portfolio by segment:

Single-family mortgage loans and mortgage-related securities $ 101,518 $ 154,943

Multifamily mortgage loans and mortgage-related securities $ 7,703 $ 7,707

(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 classified as troubled debt restructurings (“TDRs”) that were on accrual status of $14.8 billion and $29.4 billion

as of December 31, 2021 and 2020, respectively, and single-family loans on nonaccrual status of $11.0 billion and $19.6 billion as of

December 31, 2021 and 2020, respectively. Includes multifamily loans classified as TDRs that were on accrual status of $28 million and

$20 million as of December 31, 2021 and 2020, respectively, and multifamily loans on nonaccrual status of $340 million and $536 million

as of December 31, 2021 and 2020, respectively.

(3)

Consists of Fannie Mae and Ginnie Mae reverse mortgage securities.

The amount of mortgage assets that we may own is capped at $250 billion and will decrease to $225 billion on

December 31, 2022 under the terms of our senior preferred stock purchase agreement with Treasury. We are currently

managing our business to a $225 billion cap pursuant to instructions from FHFA.

We include 10% of the notional value of interest-only securities in calculating the size of the retained portfolio for the

purpose of determining compliance with the senior preferred stock purchase agreement retained portfolio limits and

associated FHFA guidance. As of December 31, 2021, 10% of the notional value of our interest-only securities was

$2.0 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. The cost of purchasing most delinquent loans from a single-family Fannie

Mae MBS trust and holding them in our retained mortgage portfolio is currently less than the cost of advancing

delinquent payments to security holders.

Except for loans that are in forbearance or that have been granted certain other types of loss mitigation options (such as

a repayment plan or payment deferral), we have historically purchased loans from single-family MBS trusts when they

become four consecutive monthly payments delinquent. In September 2020, FHFA instructed both us and Freddie Mac

to extend the timeframe for our single-family delinquent loan buyout policy to 24 consecutively missed monthly

MD&A | Retained Mortgage Portfolio

Fannie Mae 2021 Form 10-K 79

payments (that is, loans that are 24 months past due) effective January 1, 2021. Despite this change in policy, we

currently anticipate that in most cases we will purchase delinquent loans from single-family MBS trusts prior to the 24-

month deadline under one of the exceptions to the general policy, which include loans that are permanently modified,

loans subject to a short-sale or deed-in-lieu of foreclosure, loans that are paid in full and loans referred to foreclosure.

In support of our loss mitigation strategies, we purchased $10.4 billion of loans from our single-family MBS trusts during

2021, the substantial majority of which were delinquent, compared with $13.5 billion of loans purchased from single-

family MBS trusts during 2020. We expect the amount of loans we buy out of trusts will increase in 2022 as loans exiting

COVID-19-related forbearance will lead to an increase in the number of delinquencies and loan modifications. The size

of our retained mortgage portfolio will be impacted by the volume of loans we ultimately buy, the timing of those

purchases, and the length of time those loans remain in our retained mortgage portfolio. These factors are highly

uncertain and depend on a number of factors, including the length of time loans remain in forbearance, the extent and

duration of foreclosure suspensions, future loan sales and the nature and success of our loss mitigation activities,

including payment deferrals and repayment plans, which do not require us to purchase loans out of trust. See “Single-

Family Business—Single-Family Mortgage Credit Risk Management—Single-Family Problem Loan Management—

Single-Family Loans in Forbearance” and “Multifamily Business—Multifamily Mortgage Credit Risk Management—

Multifamily Problem Loan Management and Foreclosure Prevention” for information on our loans in forbearance.

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.

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. We do not

charge an incremental guaranty fee to include Freddie Mac securities in the structured securities that we issue.

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. We expect our off-balance sheet exposure to Freddie Mac securities to increase as we

issue more structured securities backed by Freddie Mac securities in the future. See “Note 6, Financial Guarantees” for

more information regarding our maximum exposure to loss on unconsolidated Fannie Mae MBS and Freddie Mac

securities.

MD&A | Retained Mortgage Portfolio

Fannie Mae 2021 Form 10-K 80

The table below displays the composition of our guaranty book of business based on unpaid principal balance. Our

single-family guaranty book of business accounted for 89% and 90% of our guaranty book of business as of December

31, 2021 and 2020, respectively.

Composition of Fannie Mae Guaranty Book of Business

As of December 31,

2021 2020

Single-

Family

Multifamily

Total

Single-

Family

Multifamily

Total

(Dollars in millions)

Conventional guaranty book of business

(1)

$ 3,536,613 $ 419,463

$ 3,956,076

$ 3,305,030 $ 386,379 $ 3,691,409

Government guaranty book of business

(2)

16,777 718 17,495 20,777 2,268 23,045

Guaranty book of business 3,553,390 420,181 3,973,571 3,325,807 388,647 3,714,454

Freddie Mac securities guaranteed by Fannie Mae

(3)

212,259 — 212,259 137,316 — 137,316

Total Fannie Mae guarantees

$ 3,765,649 $ 420,181

$ 4,185,830

$ 3,463,123 $ 388,647 $ 3,851,770

(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) $177.8 billion and $110.7 billion in unpaid principal balance of Freddie

Mac-issued UMBS backing Fannie Mae-issued Supers as of December 31, 2021 and 2020, respectively; and (ii) $34.5 billion and $26.6

billion in unpaid principal balance of Freddie Mac securities backing Fannie Mae-issued REMICs as of December 31, 2021 and 2020,

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 U.S. Department of Housing and Urban Development

(“HUD”) and Treasury funds in support of affordable housing. In March 2021, we paid $603 million to the funds based on

our new business purchases in 2020. For 2021, we recognized an expense of $598 million related to this obligation

based on $1.4 trillion in new business purchases during the period. We expect to pay this amount to the funds in 2022.

See “Business—Legislation and Regulation—GSE-Focused Matters—Affordable Housing Allocations” for more

information regarding this obligation.

Business Segments

We have two reportable business segments: Single-Family and Multifamily. The Single-Family business operates in the

secondary mortgage market relating to single-family mortgage loans, which are secured by properties containing four or

fewer residential dwelling units. The Multifamily business operates in the secondary mortgage market relating primarily

to multifamily mortgage loans, which are secured by properties containing five or more residential units.

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

Federal Reserve, total U.S. residential mortgage debt outstanding was estimated to be approximately $14.1 trillion as of

September 30, 2021 (the latest date for which information is available). We owned or guaranteed mortgage assets

representing approximately 27% of total U.S. residential mortgage debt outstanding as of September 30, 2021.

MD&A | Guaranty Book of Business

Fannie Mae 2021 Form 10-K 81

The chart below displays net revenues and net income for each of our business segments. Net revenues consist of net

interest income and fee and other income.

Business Segment Net Revenues and Net Income

(Dollars in billions)

$18.5

$21.9

$25.7

$3.4

$4.2

$21.9

$25.3

$29.9

$11.9

$9.9

$19.1

$2.3

$1.9

$3.1

$14.2

$11.8

$22.2

Single-Family net revenues Multifamily net revenues

Single-Family net income Multifamily net income

2019 2020 2021

Segment Allocation Methodology

The majority of our assets, revenues and expenses are directly associated with each respective business segment and

are included in determining its asset balance and operating results. Those assets, revenues and expenses that are not

directly attributable to a particular business segment are allocated based on the size of each segment’s guaranty book

of business. The substantial majority of our gains and losses associated with our risk management derivatives are

allocated to our Single-Family business segment.

In the following sections, we describe each segment’s primary business activities, customers, competitive and market

conditions, business metrics, and financial results. We also describe how each segment manages mortgage credit risk

and its credit metrics.

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 and the types of Fannie Mae MBS that we issue

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 federally insured or 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.

MD&A | Business Segments

Fannie Mae 2021 Form 10-K 82

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 default prevention 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 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. Additionally, performance management staff measure, monitor and manage overall servicer

performance by providing loss mitigation workout projections to targeted servicers, discussing performance against

projections and tracking action items to improve.

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.

• Works to reduce costs of defaulted single-family loans through home retention solutions and foreclosure

alternatives, management of foreclosures and our REO inventory, selling nonperforming loans, and pursuing

contractual remedies from lenders, servicers and providers of credit enhancements.

• 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.

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,

insurance companies, 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.

MD&A | Single-Family Business

Fannie Mae 2021 Form 10-K 83

During 2021, 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 2021 and 2020, our top five lenders, in

the aggregate, accounted for approximately 31% of our single-family business volume. Rocket Companies, Inc., was

the only lender that accounted for 10% or more of our single-family business volume in 2021, representing

approximately 13%.

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 market. We also compete for the issuance of

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 market by loan originators and other market

participants, 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 and capital

requirements; new or existing legislation or regulations applicable to us, our lenders or our investors; and digital

innovation and disruption in our markets. In competing to acquire loans in the secondary 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, Treasury Agreements and Housing Finance Reform,” “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, Ginnie Mae (which primarily guarantees securities backed by FHA-insured loans and VA-guaranteed loans), 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 of single-family mortgage-related securities are

Freddie Mac, Ginnie Mae and private market competitors. Competition for investors and counterparties in our credit risk

transfer transactions comes primarily from other issuers of mortgage credit risk 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

Fannie Mae 2021 Form 10-K 84

Single-Family Mortgage Market

In the charts below we present macroeconomic factors that affect the single-family mortgage market in which our

Single-Family business operates. Home sales and the supply of unsold homes are indicators of the underlying demand

for mortgage loans, which impacts our acquisition volumes.

Total Single-Family Home Sales and

Months’ Supply of Unsold Homes

(1)

Single-Family Mortgage Originations and

Mortgage Debt Outstanding

(2)

(Home sales units in thousands) (Dollars in trillions)

6,023

6,462

6,882

683

822

762

5,340

5,640

6,120

5.3

3.8

6.0

3.0

1.9

1.8

2019 2020 2021

$2.46

$4.37

$4.45

$11.19

$11.65

$12.27

27%

29% 29%

2019 2020 2021

Months’ supply of new single-family

unsold homes, as of year end

Fannie Mae’s percentage of total single-family mortgage

debt outstanding, as of period end

Months’ supply of existing single-family

unsold homes, as of year end

Single-family U.S. mortgage debt outstanding, as of period

end

Existing home sales Single-family mortgage loan originations

New home sales

(1)

Total existing home sales data according to National Association of REALTORS

. New single-family home sales data according to the U.S.

Census Bureau. Certain previously reported data has been updated to reflect revised historical data from one or both of these

organizations.

(2)

2021 information is as of September 30, 2021 and is based on the Federal Reserve’s December 2021 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 30-year fixed mortgage rate averaged 3.10% in December of 2021 compared with 2.68% in December of

2020 according to Freddie Mac’s Primary Mortgage Market Survey

• We forecast that total originations in the U.S. single-family mortgage market in 2022 will decrease from 2021

levels by approximately 29%, from an estimated $4.45 trillion in 2021 to $3.17 trillion in 2022, and that the

amount of refinance originations in the U.S. single-family mortgage market will decrease from an estimated

$2.59 trillion in 2021 to $1.14 trillion in 2022.

MD&A | Single-Family Business | Single-Family Mortgage Market

Fannie Mae 2021 Form 10-K 85

Single-Family Market Activity

Single-Family Mortgage Acquisition Share

The chart below displays our estimated share of single-family mortgage acquisitions in 2021 as compared with that of

our primary competitors. Our acquisition share estimate is based on publicly available data regarding the amount of

single-family first-lien mortgage loans originated and our competitors’ acquisitions. We exclude our purchase of

delinquent loans from our MBS trusts in the calculation of our estimated share.

2021 Single-Family Mortgage Acquisition Share

Fannie Mae: 30%

Freddie Mac: 28%

Ginnie Mae: 19%

Private-label securities: 3%

Held by lenders: 20%

In addition, the table below shows our estimated share of mortgage acquisitions over a longer time horizon from 2000

through 2021. Our share of total mortgage acquisitions has fluctuated over time and is often impacted by economic

cycles. For example, during periods of recession, our acquisition share has historically increased as some other market

competitors reduced their acquisitions.

Fannie Mae Single-Family Acquisition Share of Total Market Originations

Represents recession periods²

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

10%

15%

20%

25%

30%

35%

40%

(1)

Acquisition share is calculated as the ratio of Fannie Mae single-family acquisitions over our estimate of total market originations. We

exclude our purchase of delinquent loans from our MBS trusts in the calculation of our acquisition share. Acquisition share is subject to

change as additional data become available. Prior-period amounts have been updated to reflect revised acquisition data.

(2)

Recession periods include any year in which any month in that year is determined to be recessionary by the National Bureau of Economic

Research.

MD&A | Single-Family Business | Single-Family Market Activity

Fannie Mae 2021 Form 10-K 86

Single-Family Mortgage-Related Securities Issuances Share

Our single-family Fannie Mae MBS issuances were $1.39 trillion in 2021, compared with $1.34 trillion in 2020 and

$591.1 billion in 2019. The significant increase in 2020 and 2021 compared with 2019 was driven by very high volumes

of refinance activity due to historically low mortgage rates. Based on the latest data available, the chart below displays

our estimated share of single-family mortgage-related securities issuances in 2021 as compared with that of our primary

competitors.

2021 Single-Family Mortgage-Related

Securities Issuances Share

Fannie Mae: 38%

Freddie Mac: 34%

Ginnie Mae: 24%

Private-label securities: 4%

We estimate our share of single-family mortgage-related securities issuances was 41% in 2020 and 37% 2019.

Presentation of Our Single-Family Guaranty Book of Business

For purposes of the information reported in this “Single-Family Business” section, we measure the single-family

guaranty book of business using the unpaid principal balance of our mortgage loans underlying Fannie Mae MBS

outstanding. By contrast, the single-family 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 remitted 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 below, our single-family

conventional guaranty book of business was $3,483.1 billion as of December 31, 2021, $3,200.9 billion as of December

31, 2020 and $2,951.9 billion as of December 31, 2019.

Single-Family 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. Our business volume and growth in our guaranty book of business is

affected by the rate of growth in total U.S. residential mortgage debt outstanding, the size of the U.S. residential

mortgage market and our share of mortgage acquisitions. 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 Market Activity

Fannie Mae 2021 Form 10-K 87

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

(Dollars in billions)

43.4 bps

44.2 bps

45.2 bps

47.0 bps

46.4 bps

47.6 bps

2019 2020 2021

$2,921.7

$3,060.4

$3,351.0

$595.9

$1,358.8 $1,354.7

2019 2020 2021

Average charged guaranty fee on single-family

conventional guaranty book of business, net of TCCA

fees

(1)

Average single-family conventional guaranty book

of business

(2)

Average charged guaranty fee on new single-family

conventional acquisitions, net of TCCA fees

(1)

Single-family conventional acquisitions

(1)

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

remitted to Treasury and not retained by us.

(2)

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; or (b)

Freddie Mac-acquired mortgage loans underlying Freddie Mac-issued UMBS that we have resecuritized. Our average single-family

conventional guaranty book of business is based on quarter-end balances.

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

the time of acquisition. We use loan-level price adjustments, including various upfront risk-based fees, to price for the

credit risk we assume in providing our guaranty. FHFA must approve changes to the national loan-level price

adjustments we charge and can direct us to make other changes to our single-family guaranty fee pricing.

Our average charged guaranty fee on newly acquired conventional single-family loans, net of TCCA fees, increased in

2021 compared with 2020 primarily due to the impact of the adverse market refinance fee, which was in effect from

December 2020 through July 2021. See “Single-Family Mortgage Credit Risk Management—Single-Family Portfolio

Diversification and Monitoring” for further information on the credit risk profile of our acquisitions in 2021 compared with

2020 and 2019.

In January 2022, FHFA announced targeted increases to the upfront fees we charge for certain high-balance loans and

second home loans. High-balance loans are mortgages originated in certain designated areas above the baseline

conforming loan limit. The new fees are effective for loans purchased on or after April 1, 2022, and for loans delivered

into an MBS trust with an issue date on or after April 1, 2022. High-balance loans will continue to be eligible for our

MD&A | Single-Family Business | Single-Family Business Metrics

Fannie Mae 2021 Form 10-K 88

existing affordable loan products, Home Ready

and HFA Preferred

, which offer caps on loan-level price adjustments

for eligible borrowers. In addition, the high-balance upfront fees will not be charged on loans to first time homebuyers in

high-cost areas with incomes at or below 100% of area median income. The new fees may decrease the volume of

high-balance and second home loans we acquire.

Single-Family Business Financial Results

(1)

For the Year Ended December 31, Variance

2021 2020 2019 2021 vs. 2020 2020 vs. 2019

(Dollars in millions)

Net interest income

(2)

$ 25,429 $ 21,502 $ 18,013 $ 3,927 $ 3,489

Fee and other income 269 368 453 (99) (85)

Net revenues 25,698 21,870 18,466 3,828 3,404

Investment gains, net 1,392 728 1,589 664 (861)

Fair value gains (losses), net 167 (2,539) (2,216) 2,706 (323)

Administrative expenses (2,557) (2,559) (2,565) 2 6

Credit-related income (expense)

(3)

4,586 (232) 3,515 4,818 (3,747)

TCCA fees

(2)

(3,071) (2,673) (2,432) (398) (241)

Credit enhancement expense (812) (1,141) (927) 329 (214)

Change in expected credit enhancement recoveries

(4)

(86) 89 — (175) 89

Other expenses, net

(5)

(1,194) (1,055) (734) (139) (321)

Income before federal income taxes 24,123 12,488 14,696 11,635 (2,208)

Provision for federal income taxes (4,996) (2,607) (2,859) (2,389) 252

Net income $ 19,127 $ 9,881 $ 11,837 $ 9,246 $ (1,956)

(1)

See “Note 10, Segment Reporting” for information about our segment allocation methodology.

(2)

Reflects the impact of the 10 basis point guaranty fee increase implemented pursuant to the TCCA, the incremental revenue from which is

remitted to Treasury. The resulting revenue is included in net interest income and the expense is recognized as “TCCA fees.”

(3)

Consists of the benefit or provision for credit losses and foreclosed property income or expense. The presentation of our credit-related

income as of December 31, 2019 represents amounts recognized prior to our transition to the lifetime loss model prescribed by the CECL

standard.

(4)

Consists of the increase or decrease in benefits recognized from our single-family freestanding credit enhancements, which primarily relate

to our CAS and CIRT programs.

(5)

Consists primarily of debt extinguishment gains and losses, housing trust fund expenses, servicer fees paid in connection with certain loss

mitigation activities, and loan subservicing costs.

Net interest income

(Dollars in millions)

$18,013

$21,502

$25,429

2019 2020 2021

Single-family net interest income increased in 2021 compared with

2020, primarily driven by higher base guaranty fee income and

higher net amortization income, partially offset by lower income from

portfolios.

Single-family net interest income increased in 2020 compared with

2019, driven by higher net amortization income and higher base

guaranty fee income, partially offset by lower income from portfolios.

The drivers of net interest income for the Single-Family segment are

consistent with the drivers of net interest income in our consolidated

statements of operations and comprehensive income, which we

discuss in “Consolidated Results of Operations—Net Interest

Income.”

_____________________________________________________________________________

MD&A | Single-Family Business | Single-Family Business Metrics

Fannie Mae 2021 Form 10-K 89

Investment gains, net

(Dollars in millions)

$1,589

$728

$1,392

2019 2020 2021

Single-family investment gains, net increased during 2021 compared

with 2020 primarily driven by a significant increase in the volume of

sales of single-family HFS loans.

Single-family investment gains, net decreased during 2020 compared

with 2019 primarily driven by a significant decrease in the volume of

sales of single-family HFS loans due to the suspension of loan sales

for a period of time due to the economic impact of the pandemic.

The drivers of investment gains, net for the Single-Family segment

are consistent with the drivers of investment gains, net in our

consolidated statements of operations and comprehensive income,

which we discuss in “Consolidated Results of Operations—

Investment Gains, Net.

_____________________________________________________________________________

Fair value gains (losses), net

(Dollars in millions)

$(2,216)

$(2,539)

$167

2019 2020 2021

Fair value gains, net in 2021 were largely impacted by the

implementation of our hedge accounting program resulting in the

presentation of fair value losses on designated interest-rate swaps in

“net interest income.” Fair value gains, net in 2021 were also driven

by gains as a result of increases in the fair value of mortgage

commitment derivatives and our long-term debt of consolidated trusts

held at fair value, which were partially offset by losses on trading

securities.

Fair value losses in 2020 were primarily driven by fair value losses on

our commitments to sell mortgage-related securities and our long-

term debt of consolidated trusts held at fair value, partially offset by

fair value gains on trading securities and CAS debt.

The drivers of fair value gains (losses), net for the Single-Family

segment are consistent with the drivers of fair value gains (losses),

net in our consolidated statements of operations and comprehensive

income, which we discuss in “Consolidated Results of Operations—

Fair Value Gains (Losses), Net.” For information on the

implementation of our hedge accounting program and its impact on

our financial statements, see “Consolidated Results of Operations—

Hedge Accounting Impact.”

_____________________________________________________________________________

Credit-related income (expense)

(Dollars in millions)

$3,515

$(232)

$4,586

2019 2020 2021

Credit-related income in 2021 was driven by a benefit for credit

losses due primarily to record levels of actual home price growth, the

redesignation of certain nonperforming and reperforming single-family

loans from HFI to HFS and a reduction in our estimate of losses we

expect to incur as a result of the COVID-19 pandemic. The impact of

those factors was partially offset by higher actual and projected

interest rates.

Credit-related expense in 2020 consisted of an increase in our

allowance for loan losses due to losses we expected to incur as a

result of the COVID-19 pandemic. This was mostly offset by higher

actual and forecasted home prices, lower actual and projected

mortgage interest rates and the redesignation of certain reperforming

single-family loans from HFI to HFS.

See “Consolidated Results of Operations—Credit-Related Income

(Expense)” for more information on the primary factors that

contributed to our single-family credit-related income (expense).

MD&A | Single-Family Business | Single-Family Business Financial Results

Fannie Mae 2021 Form 10-K 90

Single-Family Mortgage Credit Risk Management

Our strategy for managing single-family mortgage credit risk consists of four primary components:

• our acquisition and servicing policies along with our underwriting and servicing standards;

• portfolio 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 sellers 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. We provide information on non-Fannie Mae mortgage-related securities held in our

portfolio in “Note 5, Investments in Securities.”

Single-Family Acquisition and Servicing Policies and Underwriting and

Servicing Standards

Overview

Our Single-Family business, with the oversight of our Enterprise Risk Management division, 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 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

Portfolio 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 September 2021, we enhanced DU to include the following updates,

among others:

• To help increase homeownership opportunities, we enhanced DU’s eligibility assessment to consider a

borrower’s positive rental payment history in the credit risk assessment.

• Loans underwritten through DU generally are subject to a minimum 620 credit score requirement. In 2021, to

support homeownership opportunities for more underserved borrowers, we updated DU so that, when

assessing whether a loan meets this requirement, DU now uses the average of all borrowers’ median credit

scores, instead of the lowest median credit score.

We expect these changes will result in an increase in loans eligible for acquisition through DU. We will continue to

closely monitor loan acquisitions and market conditions and, as appropriate, make changes to ensure that the loans we

acquire are consistent with our risk appetite and mission.

MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management

Fannie Mae 2021 Form 10-K 91

Other Underwriting Standards

DU was used to evaluate over 90% of the single-family loans we acquired in 2021. 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 2021 that were not

underwritten with DU were underwritten through a third-party automated underwriting system, such as Freddie Mac’s

Loan Product Advisor

COVID-19 Selling Policies

Based on improved current market conditions, we are no longer offering most of the COVID-19-related temporary

flexibilities to our Selling Guide as of December 31, 2021, that we had previously offered.

We continue to maintain the following temporary selling policy updates, which provide clarity and mitigate risk:

• requiring additional due diligence regarding the payment status of a borrower’s existing mortgage loans;

• providing clarity for assessing self-employment income for qualifying purposes; and

• requiring that loans be no more than six months old to be eligible for sale to us.

In October 2021, FHFA announced that desktop appraisals would be incorporated into our Selling Guide for certain

purchase loans beginning in early 2022 to sustainably advance the affordability of homeownership for mortgage

borrowers. We previously offered a desktop appraisal option as a temporary flexibility, from March 2020 through May

2021.

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 management of risk over the life of the mortgage loan by enabling default

prevention activities, 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.

COVID-19 Servicing Policies

We worked with Freddie Mac in March 2020, as instructed by FHFA, to implement temporary policies to assist

borrowers impacted by COVID-19, and we have subsequently amended some of these requirements. We continue to

monitor the market and work with Freddie Mac as instructed by FHFA to amend or implement temporary policies in

response to the COVID-19 pandemic to enable our single-family loan servicers to better assist borrowers impacted by

COVID-19.

These temporary policies include:

• authorizing servicers to offer up to 12 months of forbearance, upon the request of any single-family borrower

experiencing a financial hardship due to the COVID-19 pandemic, regardless of the borrower’s delinquency

status; for loans already in a COVID-19-related forbearance as of February 28, 2021, servicers may grant an

extension of forbearance for up to an additional six months, to a total of up to 18 months, provided that the

forbearance does not result in the loan becoming greater than 18 months delinquent;

• offering a payment deferral workout option to eligible borrowers who have resolved a COVID-19-related

financial hardship but cannot afford to bring the loan current by reinstating the loan (that is, repaying all the

missed payments at one time) or through a repayment plan (that is, repaying the missed payments over time).

The payment deferral workout option allows the borrower to defer up to 18 months of past-due payments,

without interest, to the end of the loan term (or when the loan is refinanced, the property is sold or the loan is

otherwise paid off before the end of the loan term). All other terms of the loan remain unchanged;

• adjusting the terms for a Flex Modification for eligible COVID-19-impacted borrowers to provide an opportunity

to reduce the interest rate regardless of the mortgage loan’s post-modification mark-to-market loan-to-value

(“LTV”) ratio; and

MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management

Fannie Mae 2021 Form 10-K 92

We temporarily suspended foreclosures and certain foreclosure-related activities for single-family properties through

July 31, 2021, other than for vacant or abandoned properties. In addition, in June 2021, the CFPB issued a final rule

prohibiting certain new single-family foreclosures on mortgage loans secured by the borrower’s principal residence until

after December 31, 2021. Both of these suspensions had expired as of December 31, 2021.

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 underwriting or eligibility requirements, loan representations or

warranties were violated, or a mortgage insurer rescinded coverage, then, except as described below, our mortgage

sellers and/or servicers are obligated to either repurchase the loan or foreclosed property, reimburse us for our losses or

provide other remedies. We refer to our demands that mortgage sellers and servicers meet these obligations collectively

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, 2021, approximately 33% 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 63% 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.

Single-Family Portfolio 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 accurately reflect the risk associated with loans we acquire. 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.

MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management

Fannie Mae 2021 Form 10-K 93

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 generally are

considered 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.

• 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.

• Debt-to-income ratio. Debt-to-income (“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. Credit losses on mortgage loans typically do 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.

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. As shown in the table below, our single-family conventional guaranty book of business

has been impacted by record home price appreciation in 2021. The weighted average mark-to-market LTV ratio

decreased from 58% as of December 31, 2020 to 54% as of December 31, 2021, and the percentage of our single-

family conventional guaranty book of business with a mark-to-market LTV ratio over 80% decreased from 13% of our

single-family conventional guaranty book of business as of December 31, 2020, to 7% as of December 31, 2021.

MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management

Fannie Mae 2021 Form 10-K 94

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)

Percent of Single-Family Conventional

Business Volume at Acquisition

(2)

For the Year Ended December 31,

Percent of Single-Family Conventional

Guaranty Book of Business

(3)

As of December 31,

2021 2020 2019 2021 2020 2019

Original LTV ratio:

(4)

<= 60%

32 % 27 % 17 % 27 % 23 % 19 %

60.01% to 70%

16 16 13 15 14 13

70.01% to 80%

31 34 37 33 35 37

80.01% to 90%

9 11 13 10 11 12

90.01% to 95%

9 10 13 10 11 12

95.01% to 100%

3 2 7 4 4 5

Greater than 100%

* * * 1 2 2

Total

100 % 100 % 100 % 100 % 100 % 100 %

Weighted average

% 71 % 76 %

% 74 % 76 %

Average loan amount

$ 281,530 $ 279,800 $ 259,897 $ 198,865 $ 185,047 $ 173,804

Loan count (in thousands)

4,812 4,856 2,293

17,515 17,298 16,984

Estimated mark-to-market LTV

ratio:

(5)

<= 60%

61 % 52 % 54 %

60.01% to 70%

19 17 17

70.01% to 80%

13 18 16

80.01% to 90%

5 9 8

90.01% to 100%

2 4 5

Greater than 100%

* * *

Total

100 % 100 % 100 %

Weighted average

% 58 % 57 %

FICO credit score at origination:

< 620

* % * % * % 1 % 1 % 1 %

620 to < 660

3 2 3 4 4 5

660 to < 680

3 2 4 3 4 5

680 to < 700

6 5 7 7 7 7

700 to < 740

19 18 23 19 20 21

>= 740

69 73 63 66 64 61

Total

100 % 100 % 100 % 100 % 100 % 100 %

Weighted average

756

760 749

753

750 746

DTI ratio at origination:

(6)

<= 43%

43.01% to 45%

8 8 9 9 9 9

Greater than 45%

15 13 19 14 14 15

Total

100

Weighted average

MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management

Fannie Mae 2021 Form 10-K 95

Percent of Single-Family Conventional

Business Volume at Acquisition

(2)

For the Year Ended December 31,

Percent of Single-Family Conventional

Guaranty Book of Business

(3)

As of December 31,

2021 2020 2019 2021 2020 2019

Product type:

Fixed-rate:

(7)

Long-term

83 % 85 % 89 % 84 % 85 % 85 %

Intermediate-term

16 15 10 15 14 13

Total fixed-rate

99 100 99 99 99 98

Adjustable-rate

1 * 1 1 1 2

Total

100 % 100 % 100 % 100 % 100 % 100 %

Number of property units:

1 unit

98 % 98 % 98 % 97 % 97 % 97 %

2-4 units

2 2 2 3 3 3

Total

100 % 100 % 100 % 100 % 100 % 100 %

Property type:

Single-family homes

91 % 92 % 91 % 91 % 91 % 91 %

Condo/Co-op

9 8 9 9 9 9

Total

100 % 100 % 100 % 100 % 100 % 100 %

Occupancy type:

Primary residence

92 % 92 % 92 % 90 % 90 % 89 %

Second/vacation home

3 4 4 4 4 4

Investor

5 4 4 6 6 7

Total

100 % 100 % 100 % 100 % 100 % 100 %

Loan purpose:

Purchase

33 % 30 % 52 % 36 % 38 % 45 %

Cash-out refinance

24 19 20 21 20 19

Other refinance

43 51 28 43 42 36

Total

100 % 100 % 100 % 100 % 100 % 100 %

Geographic concentration:

(8)

Midwest

13 % 14 % 14 % 14 % 14 % 15 %

Northeast

14 12 13 16 17 17

Southeast

22 21 22 23 22 22

Southwest

19 20 21 18 19 18

West

32 33 30 29 28 28

Total

100 % 100 % 100 % 100 % 100 % 100 %

Origination year:

2015 and prior

18 % 30 % 46 %

2016

5 8 14

2017

4 7 12

2018

3 6 11

2019

6 11 17

2020

30 38 —

2021

34 — —

Total

100 % 100 % 100 %

* Represents less than 0.5% of single-family conventional business volume or guaranty book of business.

(1)

Second-lien mortgage loans held by third parties are not reflected in the original LTV or the estimated mark-to-market LTV ratios in this

table.

(2)

Calculated based on the unpaid principal balance of single-family loans for each category at time of acquisition.

(3)

Calculated based on the aggregate unpaid principal balance of single-family loans for each category divided by the aggregate unpaid

principal balance of loans in our single-family conventional guaranty book of business as of the end of each period.

(4)

The original LTV ratio generally is based on the original unpaid principal balance of the loan divided by the appraised property value

reported to us at the time of acquisition of the loan. Excludes loans for which this information is not readily available.

MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management

Fannie Mae 2021 Form 10-K 96

(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)

Excludes loans for which this information is not readily available.

(7)

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. Includes step-rate loans.

(8)

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

Nearly two-thirds of our single-family guaranty book of business has been originated since the beginning of 2020, as

borrowers took advantage of the historically low-rate environment. However, refinancing activity began to taper in the

second half of 2021, as fewer borrowers could benefit from refinancing. Accordingly, the share of our single-family loan

acquisitions consisting of refinance loans rather than home purchase loans modestly decreased in 2021 compared with

2020. The decline in refinance share led to a decline in the percentage of loans we acquired with a FICO credit score

over 740, from 73% in 2020 to 69% in 2021. In addition, our acquisitions of loans from first-time home buyers increased

from 13% of our single-family loan acquisitions in 2020 to 16% in 2021. We expect refinancing activity to be significantly

lower in 2022 compared to 2021 levels as fewer borrowers may benefit from refinancing.

Our share of acquisitions of loans with DTI ratios above 45% increased in 2021 compared with 2020. This increase was

driven by the higher share of home purchase acquisitions, which tend to have higher DTI ratios than refinance loan

acquisitions.

In the second quarter of 2021, we implemented a new low-income refinance program, referred to as RefiNow™,

intended to increase refinancings by low-income borrowers by reducing their refinancing costs. In October 2021, we

announced enhancements to help expand the reach of RefiNow to additional creditworthy homeowners, further enabling

equitable and sustainable access to homeownership. To be eligible for the RefiNow program as enhanced, borrowers

must meet specified criteria, including having:

• a Fannie Mae-backed mortgage secured by a 1-unit, principal residence;

• a current income at or below 100% of the area median income;

• not missed a mortgage payment in the past six months, and no more than one missed mortgage payment in

the past 12 months, unless the missed payment was associated with a COVID-19-related forbearance and has

been resolved; and

• a mortgage with an LTV ratio up to 97%, a DTI ratio of 65% or less, and a minimum FICO credit score of 620.

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;

• the volume and characteristics of high LTV refinance loans we acquire in the future; and

• our future 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. In addition, if lenders retain more of

the higher-quality loans they originate, it could negatively affect the credit profile of our new single-family acquisitions.

MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management

Fannie Mae 2021 Form 10-K 97

High-Balance Loans

The standard conforming loan limit for a one-unit property was $510,400 for 2020, $548,250 for 2021 and increased to

$647,200 for 2022. As we discuss in “Business—Our Mission, Strategy and Charter—Our Charter,” we are permitted to

acquire loans with higher balances in certain areas, which we refer to as high-balance loans.

In January 2022, FHFA announced targeted increases to the upfront fees we charge for certain high-balance loans and

second home loans. See “Single-Family Business—Single-Family Business Metrics” for more information about the

timing and application of these new fees.

The following table displays the amount of high-balance loans in our single-family conventional guaranty book of

business.

Single-Family High-Balance Loans

As of December 31,

2021 2020

Unpaid principal balance (in billions) $ 237.6 $ 210.9

Percentage of single-family conventional guaranty book of business 7 % 7 %

Reverse Mortgages

In 2010, we stopped acquiring newly originated reverse mortgages. The outstanding unpaid principal balance of reverse

mortgage loans and Fannie Mae MBS backed by reverse mortgage loans in our guaranty book of business was $13.2

billion as of December 31, 2021 and $16.4 billion as of December 31, 2020.

Mortgage Products with Rate Resets

ARMs are mortgage loans with an interest rate that adjusts periodically over the life of the mortgage based on changes

in a specified index. Rate-reset modifications are mortgage loans we have modified with terms that include a reduction

in the borrowers’ interest rate that is fixed for an initial period and is followed by one or more annual interest rate

increases. The majority of these loans have fixed interest rates for an initial five-year period followed by annual interest

rate increases, of up to 1 percent per year, until the mortgage rate reaches the prevailing market rate at the time of

modification.

The outstanding unpaid principal balance of rate-reset modifications in our guaranty book of business was $2.5 billion

as of December 31, 2021. During 2021, approximately 85% of these modified loans experienced an interest rate reset

to a weighted-average interest rate of 3.95%. For many of these loans, this was the final rate reset per the loan terms.

The table below displays the unpaid principal balance for ARMs and rate-reset modifications 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 Mortgage and Rate-Reset Modifications

(1)

Reset Year

2022 2023 2024 2025 2026 Thereafter Total

(Dollars in millions)

ARMs

(2)

$ 16,482 $ 1,496 $ 1,737 $ 1,289 $ 2,018 $ 8,570 $ 31,592

Rate-Reset Modifications and Other

(3)

915 8 1 — — — 924

(1)

Excludes loans for which there is not an additional reset for the remaining life of the loan.

(2)

Includes $4.7 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.

(3)

Includes fixed-rate interest only.

We have not observed a materially different performance trend for rate-reset modifications, interest-only loans or

negative-amortizing loans that have recently reset as compared to those that are still in the initial period. We believe the

current performance trend for these loans is the result of the historically low interest-rate environment. If interest rates

rise significantly, it is uncertain that this trend will continue.

MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management

Fannie Mae 2021 Form 10-K 98

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 13, Concentrations of Credit Risk.”

Single-Family Loans with Credit Enhancement

As of December 31,

2021 2020

Unpaid

Principal

Balance

Percentage of

Single-Family

Conventional

Guaranty Book

of Business

Unpaid

Principal

Balance

Percentage of

Single-Family

Conventional

Guaranty Book

of Business

(Dollars in billions)

Primary mortgage insurance and other $ 697 20 % $ 681 21 %

Connecticut Avenue Securities 512 14 608 19

Credit Insurance Risk Transfer 168 5 216 7

Lender risk-sharing 70 2 131 4

Less: Loans covered by multiple credit enhancements (253) (7) (304) (9)

Total single-family loans with credit enhancement $ 1,194 34 % $ 1,332 42 %

Mortgage Insurance

Our charter generally requires credit enhancement on any single-family conventional mortgage loan that we purchase or

securitize if it has an LTV ratio over 80% at the time of acquisition. We generally achieve this through primary mortgage

insurance. Primary mortgage insurance transfers varying portions of the credit risk associated with a mortgage loan to a

third-party insurer. For us to receive a payment in settlement of a claim under a primary mortgage insurance policy, the

insured loan must be in default and the borrower’s interest in the property securing the loan must have been

extinguished, generally in a foreclosure action, short sale or a deed-in-lieu of foreclosure. Claims are generally paid

three to six months after title to the property has been transferred. For a discussion of our policies that govern mortgage

insurers’ claim-paying obligations to us, see “Risk Management—Institutional Counterparty Credit Risk Management.”

Credit Risk Transfer Transactions

Our Single-Family business has developed other risk-sharing capabilities to transfer portions of our single-family

mortgage credit risk to the private market. Our credit risk transfer transactions are designed to transfer a portion of the

losses we expect would be incurred in an economic downturn or a stressed credit environment. Generally, benefits are

received after the underlying property has been liquidated and all applicable proceeds, 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 October 2021, we resumed issuing new credit risk transfer transactions to transfer mortgage credit risk via both our

CAS and CIRT programs. The October issuances were the first credit risk transfer transactions we have entered into

since the first quarter of 2020. In 2021 we transferred a portion of the mortgage credit risk on single-family mortgages

with an unpaid principal balance of $204.6 billion at the time of the transactions. In 2021 we also exercised early

termination options to cancel certain CIRT transactions and completed a tender offer to repurchase some of our

outstanding CAS debt. Our decision to reduce coverage under existing credit risk transfer transactions was based on a

number of factors, including the ongoing premiums for the deals, their capital treatment, and our risk management

objectives.

Although we expect to engage in a higher volume of credit risk transfer transactions in 2022 compared to our 2021

issuances, the structure of and extent to which we issue or terminate any additional credit risk transfer transactions in

the future may be affected by our capital requirements, the degree of regulatory capital relief provided by the

transactions, our risk appetite, the strength of future market conditions, the cost of these transactions, FHFA's 2022

scorecard and guidance, and the review of our overall business and capital plan.

MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management

Fannie Mae 2021 Form 10-K 99

Categories of Our Credit Risk Transfer Transactions

CAS Debt • We transferred to investors a portion of the

mortgage credit risk associated with losses on a

reference pool of mortgage loans.

• We created a reference pool consisting of

recently acquired single-family mortgage loans

included in our guaranty book of business and

create a hypothetical securitization structure with

notional credit risk positions, or tranches (that is,

first loss, mezzanine and senior).

• CAS debt was issued related to the first loss,

mezzanine and senior loss risk positions.

• We retained the senior loss and all or a portion of

the first loss tranche in CAS transactions. In

addition, we retained a pro rata share of risk

equal to approximately 5% of all notes sold in

mezzanine tranches.

• CAS debt is recognized as “debt of Fannie Mae”

in our consolidated balance sheets. CAS debt

issued to investors beginning January 2016

through October 2018 is recognized at amortized

cost. CAS debt we issued prior to 2016 is

recognized at fair value.

• We stopped issuing this form of CAS in October

2018.

• The principal balance of CAS debt decreases as a

result of credit losses on loans in the related reference

pool. These write downs of the principal balance

reduce the total amount of payments we are obligated

to make to investors on the CAS debt.

• Credit losses on the loans in the reference pool for a

CAS transaction are first applied to reduce the

outstanding principal balance of the first loss tranche.

• If credit losses on these loans exceed the outstanding

principal balance of the first loss tranche, losses would

then be applied to reduce the outstanding principal

balance of the mezzanine loss tranche.

• Generally issued with a stated final maturity date of

either 10 or 12.5 years from issuance.

• After maturity, CAS debt provides no further credit

protection with respect to the remaining loans in the

reference pool underlying that CAS transaction.

• Significant lag exists between the time when we

recognize a provision for credit losses and when we

recognize the related recovery from the CAS

transaction.

• Presents minimal counterparty risk as we receive the

proceeds that would reimburse us for certain credit

events on the related loans upon the issuance of CAS.

CAS REMIC CAS REMIC

transactions are similar to CAS debt

transactions, with some key differences:

• CAS REMIC offerings are structured as notes that

qualify as interests in a REMIC issued by a non-

consolidated trust, not as corporate debt, but we

obtain credit protection through arrangements

that we execute with the trust.

• We recognize the cost of credit protection in

“Credit enhancement expense” in our

consolidated statements of operations and

comprehensive income.

• We recognize the expected benefits from the

credit protection in “Change in expected credit

enhancement recoveries” in our consolidated

statements of operations and comprehensive

income.

CAS REMICs have characteristics similar to CAS debt

transactions, with some key differences:

• Enables expanded participation by real estate

investment trusts and certain international investors.

• Aligns the timing of our recognition of credit losses

with the related recovery from CAS REMIC

transactions. We record the expected benefit and the

loss in the same period.

• Beginning with our July 2019 issuances: extended the

stated final maturity date from 12.5 to 20 years from

issuance, shortened the call option from 10 years to 7

years; and retained a smaller first loss position. These

updates were primarily designed to further reduce the

capital requirements associated with loans in the

reference pool.

• Presents minimal counterparty risk as the CAS trust

receives the proceeds that will reimburse us for certain

credit events on the related loans upon the issuance

of the CAS REMIC.

Transaction Description Other Key Characteristics

MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management

Fannie Mae 2021 Form 10-K 100

CAS Credit-

linked notes

(“CLN”)

CAS CLN transactions are similar to CAS REMIC

transactions, with some key differences:

• In December 2019 we began offering CAS CLNs

in addition to CAS REMICs. CAS CLNs allow us

to obtain credit protection on reference pools

containing seasoned loans such as Refi Plus

loans.

• Since the loans used in our CAS CLNs were not

tagged for use in a REMIC transaction at the time

of acquisition, CAS CLNs do not qualify as

interests in a REMIC. Since May 2018, we have

taken a REMIC election on the majority of single-

family loans we acquire.

• CAS CLNs do not provide as broad of a range of

investor participation as CAS REMICs.

CIRT • 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.

• In CIRT deals, we generally retain an initial

portion of losses on the loans in the pool (for

example the first 0.4% of the initial pool unpaid

principal balance). Reinsurers cover losses above

this retention amount up to a detachment point

(for example the next 3.0% of the initial pool

unpaid principal balance). We retain all losses

above this detachment point.

• We make premium payments on CIRT deals that

we recognize in “Credit enhancement expense” in

our consolidated statements of operations and

comprehensive income.

• The insurance layer typically provides coverage for

losses on the pool that are likely to occur only in a

stressed economic environment.

• Insurance benefits are received after the underlying

property has been liquidated and all applicable

proceeds, including private mortgage insurance

benefits, have been applied to the loss.

• A portion of the insurers’ or reinsurers’ obligations is

collateralized with highly-rated liquid assets held in a

trust account initially determined according to the

ratings of such 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.

• Generally written for 10 or 12-1/2 year terms.

Lender risk-

sharing

• 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.

• Transactions are generally structured so that a portion

of the credit risk on the underlying mortgage loans is

shared without increasing our counterparty exposure.

Transaction Description Other Key Characteristics

MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management

Fannie Mae 2021 Form 10-K 101

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, 2021. The table below also excludes

coverage obtained through primary mortgage insurance.

Outstanding as of December 31, 2021

(Dollars in billions)

Senior

Fannie Mae

(1)

Outstanding

Reference

Pool

(5)(7)

$725

Mezzanine

Fannie Mae

(1)

CIRT

(2)(3)

CAS

(2)(8)

Lender Risk-

Sharing

(2)(4)

$3 $10 $12 $4 $772

First Loss

Fannie Mae

(1)

CAS

(2)(6)

Lender Risk-

Sharing

(2)(4)

$9 $7 $2

(1)

Credit risk retained by Fannie Mae in CAS, CIRT and lender risk-sharing transactions. 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 approximately $1.5 billion

outstanding as of December 31, 2021.

(4)

For some lender risk-sharing transactions, does not reflect completed transfers of risk prior to settlement.

(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.

(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 $750 billion as of December 31, 2021.

(8)

Excludes $2.1 billion of legacy CAS issuances that were repurchased in November 2021.

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 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 $35 billion as of December 31, 2021 compared with approximately $40 billion as

of December 31, 2020. Because of the large number of mortgage prepayments in the past year, the first loss retention

layer on our credit risk transfer transactions has increased as a percentage of the outstanding reference pool. As a

result, losses on the remaining covered reference pools must generally reach a higher percentage of the remaining

outstanding balance before those credit risk transfer transactions will pay any benefits to us. In addition, home price

appreciation since we entered into the transactions has reduced the likelihood that we will incur losses on the covered

loans large enough to receive a benefit from these transactions.

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.

MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management

Fannie Mae 2021 Form 10-K 102

The following table displays the approximate cash paid or transferred to investors for these credit risk transfer

transactions. The cash represents the portion of guaranty fee paid to investors as compensation for taking on a share of

the credit risk.

Credit Risk Transfer Transactions

For the Year Ended December 31,

2021 2020

Cash paid or transferred for: (Dollars in millions)

CAS transactions

(1)

$ 812 $ 1,003

CIRT transactions 264 382

Lender risk-sharing transactions 244 415

(1)

Consists of cash paid for interest expense net of LIBOR on outstanding CAS debt and amounts paid for both CAS REMIC

and CAS CLN

transactions.

Cash paid or transferred to investors for CIRT transactions in 2021 includes cancellation fees paid on certain CIRT

transactions where we determined that the cost of these deals exceeded the expected remaining benefit. We expect

these expenses will increase in 2022 as we expect to engage in a greater volume of credit risk transfer transactions in

2022.

The following table displays the primary characteristics of the loans in our single-family conventional guaranty book of

business without credit enhancement.

Single-Family Loans Currently without Credit Enhancement

As of

December 31, 2021 December 31, 2020

Unpaid

Principal

Balance

Percentage of

Single-Family

Conventional

Guaranty Book

of Business

Unpaid

Principal

Balance

Percentage of

Single-Family

Conventional

Guaranty Book

of Business

(Dollars in billions)

Low LTV ratio or short-term

(1)

$ 1,167 34 % $ 938 29 %

Pre-credit risk transfer program inception

(2)

324 9 462 14

Recently acquired

(3)

983 28 934 29

Other

(4)

565 16 286 9

Less: Loans in multiple categories (750) (21) (751) (23)

Total single-family loans currently without credit enhancement $ 2,289 66 % $ 1,869 58 %

(1)

Represents loans with an LTV ratio less than or equal to 60% or loans with an original maturity of 20 years or less.

(2)

Represents loans that were acquired before the inception of our credit risk transfer programs. Also includes Refi Plus loans.

(3)

Represents loans that were recently acquired and have not been included in a reference pool.

(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, 2021 or December 31, 2020.

We did not enter into any new credit risk transfer transactions from April 2020 through September 2021. As a result, the

percentage of loans in our single-family conventional guaranty book of business without credit enhancement increased.

Single-Family Problem Loan Management

Overview

Our problem loan management strategies are focused 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;

MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management

Fannie Mae 2021 Form 10-K 103

• efforts undertaken to manage our problem loans, including the role of servicers in loss mitigation, forbearances,

loan workouts, and sales of nonperforming 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, loss reserves and TDRs resulting from loan modifications.

We also provide ongoing credit performance information on loans underlying single-family Fannie Mae MBS and loans

covered by single-family credit risk transfer transactions. For loans backing Fannie Mae MBS, see the “Forbearance

and Delinquency Dashboard” available in the MBS section of our Data Dynamics

tool, which is available at

www.fanniemae.com/datadynamics. For loans covered by credit risk transfer transactions, see the “Deal Performance

Data” report available in the CAS and CIRT sections of the tool. Information on our website is not incorporated into this

report. Information in Data Dynamics may differ from similar measures presented in our financial statements and other

public disclosures for a variety of reasons, including as a result of variations in the loan population covered, timing

differences in reporting and other factors.

Delinquency

The tables below display the delinquency status of loans and changes in the volume of seriously delinquent loans in our

single-family conventional guaranty book of business based on the number of loans. Single-family seriously delinquent

loans are loans that are 90 days or more past due or in the foreclosure process, expressed as a percentage of our

single-family conventional guaranty book of business. 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.

For purposes of our disclosures regarding delinquency status, we report loans receiving COVID-19-related payment

forbearance as delinquent according to the contractual terms of the loan. Pursuant to the CARES Act, for purposes of

reporting to the credit bureaus, servicers must report a borrower receiving a COVID-19-related payment

accommodation during the covered period, such as a forbearance plan or loan modification, as current if the borrower

was current prior to receiving the accommodation and the borrower makes all required payments in accordance with the

accommodation.

Delinquency Status and Activity of Single-Family Conventional Loans

As of December 31,

2021 2020 2019

Delinquency status:

30 to 59 days delinquent 0.86 % 1.02 % 1.27 %

60 to 89 days delinquent 0.20 0.36 0.35

Seriously delinquent (“SDQ”) 1.25 2.87 0.66

Percentage of SDQ loans that have been delinquent for more than 180 days 75 67 49

Percentage of SDQ loans that have been delinquent for more than two years 9 3 11

For the Year Ended December 31,

2021 2020 2019

Single-family SDQ loans (number of loans):

Beginning balance 495,806 112,434 130,440

Additions 232,411 833,719 199,995

Removals:

Modifications and other loan workouts (328,165) (246,524) (44,853)

Liquidations and sales (86,020) (58,019) (55,472)

Cured or less than 90 days delinquent (95,703) (145,804) (117,676)

Total removals (509,888) (450,347) (218,001)

Ending balance 218,329 495,806 112,434

MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management

Fannie Mae 2021 Form 10-K 104

Our single-family serious delinquency rate decreased in 2021 compared with 2020 due to the ongoing economic

recovery and the decline in the number of our single-family loans in a COVID-19 forbearance plan. As of December 31,

2021, single-family loans in forbearance comprised 36% of our single-family seriously delinquent loans. The percentage

of seriously delinquent loans that have been delinquent for more than 180 days increased as of December 31, 2021

compared with December 31, 2020 primarily due to loans that continue to remain in a COVID-19-related forbearance

and have become more delinquent.

We monitor the single-family serious delinquency rate excluding loans in forbearance to better understand the impact

that forbearance activity has had on the overall rate. Our single-family serious delinquency rate excluding loans in

forbearance increased to 0.81% as of December 31, 2021 compared to 0.66% as of December 31, 2020 primarily due

to loans exiting forbearance and entering into trial modifications. We expect the majority of loans in trial modifications

will successfully complete their trial modification periods (generally three to four months), which will reduce our single-

family serious delinquency rate. We expect the COVID-19 pandemic to result in a continued higher single-family serious

delinquency rate over the next several quarters compared with pre-pandemic levels.

Factors that affect our single-family serious delinquency rate include:

• the percentage of our loans that receive forbearance and the length of time they remain in forbearance;

• the pace and effectiveness of payment deferrals, loan modifications and other workouts;

• the timing and volume of nonperforming loan sales we execute;

• pandemics and natural disasters;

• servicer performance; and

• changes in home prices, unemployment levels and other macroeconomic conditions.

MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management

Fannie Mae 2021 Form 10-K 105

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 present the unpaid

principal balance of loans for each category divided by the unpaid principal balance of our total single-family

conventional guaranty book of business. The reported categories are not mutually exclusive.

Single-Family Conventional Seriously Delinquent Loan Concentration Analysis

As of December 31,

2021 2020 2019

Percentage

of Book

Outstanding

Percentage

of Seriously

Delinquent

Loans

(1)

Serious

Delinquency

Rate

Percentage

of Book

Outstanding

Percentage

of Seriously

Delinquent

Loans

(1)

Serious

Delinquency

Rate

Percentage

of Book

Outstanding

Percentage

of Seriously

Delinquent

Loans

(1)

Serious

Delinquency

Rate

States:

California

19 % 11 % 1.01 % 19 % 12 % 2.62 % 19 % 6 % 0.32 %

Florida

6 8 1.59 6 9 4.17 6 8 0.84

Illinois

3 5 1.55 3 5 3.10 4 6 0.91

New Jersey

3 5 1.90 3 5 4.57 3 5 1.13

New York

5 7 2.24 5 7 4.79 5 8 1.18

All other states

64 64 1.16 64 62 2.59 63 67 0.64

Product type:

Alt-A

(2)

1 5 4.96 1 5 9.32 2 9 2.95

Vintages:

2004 and prior

1 10 3.48 2 9 5.88 2 20 2.48

2005-2008

2 14 5.87 2 15 9.98 4 33 4.11

2009-2021

97 76 1.01 96 76 2.39 94 47 0.35

Estimated mark-

to-market LTV

ratio:

<= 60%

61 73 1.27 52 56 2.52 54 52 0.53

60.01% to 70%

19 16 1.37 17 18 3.73 17 17 0.80

70.01% to 80%

13 8 1.08 18 14 3.05 16 14 0.75

80.01% to 90%

5 2 0.88 9 9 4.17 8 9 1.00

90.01% to 100%

2 1 0.51 4 2 1.85 5 4 0.86

Greater than

100%

* * 12.41 * 1 22.43 * 4 10.14

Credit

enhanced:

(3)

Primary MI &

other

(4)

20 29 2.14 21 27 4.36 22 26 0.96

Credit risk

transfer

(5)

21 32 1.80 30 37 3.69 45 16 0.27

Non-credit

enhanced

66 53 0.98 58 51 2.36 47 66 0.79

* 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)

For a description of our Alt-A loan classification criteria, see “Glossary of Terms Used in This Report.”

(3)

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, 2021 was 34%.

(4)

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.

(5)

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 outstanding unpaid principal balance

MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management

Fannie Mae 2021 Form 10-K 106

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.

Single-Family Loans in Forbearance

As a part of our relief programs, we have authorized our servicers to offer payment forbearance to borrowers

experiencing a COVID-19-related financial hardship for up to 12 months without regard to the delinquency status of the

loan and, for borrowers already in forbearance as of February 28, 2021, for a total of up to 18 months, provided that the

forbearance does not result in the loan becoming greater than 18 months delinquent. Based on our expectations

regarding the economic recovery, which we discuss in “Key Market Economic Indicators,” we believe that the substantial

majority of borrowers who will ultimately request COVID-19-related relief have already done so.

As shown in the tables below, many of the loans that entered forbearance have since exited; therefore, the percentage

of loans in our single-family conventional guaranty book of business in forbearance as of December 31, 2021 has

declined to 0.7%. Some borrowers whose loans are in forbearance continue to make payments according to the original

contractual terms of the loan notwithstanding the forbearance arrangement; we expect some of these borrowers will

continue to do so and therefore remain current. The table below provides information on the delinquency and accrual

status of our single-family loans in forbearance. We expect many of the loans in forbearance will resolve their

delinquency through a payment deferral or other form of loan workout. As discussed below, servicers are required to

contact borrowers prior to the end of forbearance to evaluate them for loan workout options that can support their

successful transition out of forbearance.

MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management

Fannie Mae 2021 Form 10-K 107

We continue to accrue interest income on a majority of our single-family loans in forbearance because we have

determined that collection of principal and interest on these loans is reasonably assured. For information on our

nonaccrual policy for loans negatively impacted by the COVID-19 pandemic, see “Note 1, Summary of Significant

Accounting Policies.”

Delinquency and Accrual Status of Single-Family Loans in Forbearance

As of December 31, 2021

Number of

Loans

Unpaid

Principal

Balance

(1)

Percentage of

Loans in

Forbearance

(2)

Percentage

of Loans on

Accrual

Status

(Dollars in millions)

Delinquency status:

Current

19,562 $ 3,772 17 % 100 %

30 to 59 days delinquent

10,185 2,015 9 97

60 to 89 days delinquent

9,624 1,903 8 85

Seriously delinquent:

90 to 180 days delinquent

27,846 5,551 23 84

180+ days delinquent

50,223 10,344 43 76

Total seriously delinquent 78,069 15,895 66 79

Total loans in forbearance

(3)

117,440 $ 23,585 100 % 84

Percentage of single-family conventional

guaranty book of business

0.7 % 0.7 %

As of December 31, 2020

Number of

Loans

Unpaid

Principal

Balance

(1)

Percentage of

Loans in

Forbearance

(2)

Percentage

of Loans on

Accrual

Status

Delinquency status:

(Dollars in millions)

Current

64,159 $ 12,110 12 % 100 %

30 to 59 days delinquent

40,653 7,672 8 97

60 to 89 days delinquent

35,107 6,658 7 85

Seriously delinquent:

90 to 180 days delinquent

126,611 24,961 24 85

180+ days delinquent

258,025 56,379 49 82

Total seriously delinquent 384,636 81,340 73 83

Total loans in forbearance

(3)

524,555 $ 107,780 100 % 86

Percentage of single-family conventional

guaranty book of business

3.0 % 3.4 %

(1)

Does not reflect an allowance recorded on the unpaid principal balance of loans in forbearance of $251 million and $1.8 billion as of

December 31, 2021 and 2020, respectively.

(2)

Based on loan count.

(3)

Amortized cost of these loans was $24.3 billion and $110.4 billion as of December 31, 2021 and 2020, respectively.

As of December 31, 2021, the vast majority of our single-family conventional loans in forbearance were due to

borrowers experiencing a COVID-19-related financial hardship. We expect the number of loans in forbearance to

continue to decrease into 2022 as borrowers resolve their forbearance or as the forbearance period ends.

While the credit profile of our single-family loans in forbearance is weaker than the overall credit profile of our single-

family conventional guaranty book of business, less than 1% of our single-family loans in forbearance with a mark-to-

market LTV ratio over 80% is not covered by mortgage insurance as of December 31, 2021, compared with 2% as of

December 31, 2020.

MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management

Fannie Mae 2021 Form 10-K 108

As a part of our loss mitigation efforts, servicers must attempt to contact the borrower no later than 30 days before the

end of the forbearance period to evaluate them for a workout option after the forbearance period. Those options include:

• a reinstatement (where the borrower repays all of the missed payments at one time);

• a repayment plan (where the borrower repays the missed payments over time);

• a payment deferral (where the borrower defers the missed payments to the end of the loan term, or to when the

loan is refinanced, the property is sold or the loan is otherwise paid off before the end of the loan term); or

• a modification of the loan terms so that the borrower may be brought current, which typically results in the

borrower making reduced monthly contractual payments over a longer period of time.

The table below displays the status as of the current period-end of the single-family loans in our guaranty book of

business that received a forbearance in 2020 or 2021. The vast majority of these forbearance arrangements were

offered to borrowers who experienced a COVID-19-related financial hardship. Many of these borrowers have

successfully resolved their forbearance arrangement, primarily through payment deferral or reinstatement. In addition,

many of the loans that received a forbearance arrangement have subsequently liquidated, primarily as a result of

refinancing, through 2021. By contrast, we expect that a higher percentage of loans that have yet to resolve their

forbearance will receive a modification.

As of December 31, 2021, 93% of loans that received a forbearance and subsequently received a payment deferral

were current, and 86% of loans that received a forbearance and subsequently received a completed modification were

current. See “Loan Workout Metrics” for additional information about actions we have taken to help reinstate loans to

current status.

Status of Single-Family Forbearance Loans

As of December 31, 2021

Number of

Loans

Percentage of

Loans with

Forbearance

by Category

Loans that received a forbearance, by status:

(1)

Active forbearance

117,440 8 %

Payment deferral

380,070 27

Modification

(2)

65,383 5

Reinstated

(3)

291,039 21

Delinquent at time of exit or repayment plan

(4)

63,069 4

Total loans that received a forbearance in our single-family guaranty book of business

917,001 65

Loans that have received a forbearance, but paid off 497,288 35

Total loans that have received a forbearance

(5)

1,414,289 100 %

(1)

Loans are classified based on their status as of period end; therefore, loans may move from one category to another.

(2)

Includes loans that are in trial modifications.

(3)

Represents loans that are no longer in forbearance but are current according to the original terms of the loan. Also includes loans that

remained current throughout the forbearance arrangement and continue to perform.

(4)

Consists of 60,638 loans that were delinquent upon the expiration of the forbearance arrangement and 2,431 delinquent loans that exited

forbearance through a repayment plan.

(5)

Includes 5,415 loans that were in forbearance as of January 1, 2020.

MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management

Fannie Mae 2021 Form 10-K 109

The table below displays the status as of December 31, 2020 for single-family loans in our guaranty book of business

that received a forbearance in 2020. As of December 31, 2020, 96% of loans that received a forbearance and

subsequently received a payment deferral were current and 83% of loans that received a forbearance and subsequently

received a completed modification were current.

Status of Single-Family Forbearance Loans

As of December 31, 2020

Number of

Loans

Percentage of

Loans with

Forbearance

by Category

Loans that received a forbearance, by status:

(1)

Active forbearance

524,555 40 %

Payment deferral

220,414 17

Modification

(2)

13,277 1

Reinstated

(3)

337,086 26

Delinquent at time of exit or repayment plan

(4)

45,655 3

Total loans that received a forbearance in our single-family guaranty book of business

1,140,987 87

Loans that have received a forbearance, but paid off 167,388 13

Total loans that have received a forbearance

(5)

1,308,375 100 %

(1)

Loans are classified based on their status as of period end; therefore, loans may move from one category to another.

(2)

Includes loans that are in trial modifications.

(3)

Represents loans that are no longer in forbearance but are current according to the original terms of the loan. Also includes loans that

remained current throughout the forbearance arrangement and continue to perform.

(4)

Consists of 40,401 loans that were delinquent upon the expiration of the forbearance arrangement and 5,254 delinquent loans that exited

forbearance through a repayment plan.

(5)

Includes 5,415 loans that were in forbearance as of January 1, 2020.

Accrued Interest Receivable, Net on Single-Family Loans in Forbearance

For loans negatively impacted by the COVID-19 pandemic, we continue to recognize interest income at the current

contractual yield for up to six months of delinquency provided that the loans were either current at March 1, 2020 or

originated after March 1, 2020. We continue to accrue interest income beyond six months of delinquency provided that

the collection of principal and interest continues to be reasonably assured. Our evaluation of whether the collection of

principal and interest is reasonably assured considers the probability of default and the current value of the collateral.

Once the forbearance period has ended, we will also consider the extent to which the borrower and the servicer have

agreed to any of the loss mitigation options that are available. We then measure an allowance for expected credit losses

on the unpaid accrued interest receivable balances such that the balance sheet reflects the net amount of interest we

expect to collect. The application of our nonaccrual policy for loans negatively impacted by the COVID-19 pandemic has

resulted in a large portion of delinquent loans, including those in forbearance, remaining on accrual status. See “Note 1,

Summary of Significant Accounting Policies” in this report for additional information about our nonaccrual accounting

policy.

Under our nonaccrual accounting policy for loans negatively impacted by the COVID-19 pandemic, our allowance for

accrued interest receivable considers both the loan’s principal and accrued interest receivable balances as well as any

proceeds that are expected from contractually attached mortgage insurance when assessing collectability. Our

assessment of collectability requires significant management judgment; as a result, our allowance for accrued interest

receivable is subject to the same review processes, as well as other established governance and controls, used for our

allowance for loan losses.

As of December 31, 2021, our accrued interest receivable on single-family loans that are in a forbearance plan was

$445 million with a related allowance of $38 million. Of this allowance balance, approximately 76% was related to loans

more than 180 days delinquent. As of December 31, 2020, our accrued interest receivable on single-family loans that

were in a forbearance plan was $1.9 billion with a related allowance of $173 million. Of this balance, approximately 74%

was related to loans more than 180 days delinquent. The decrease in our allowance for accrued interest receivable on

single-family loans in forbearance as of December 31, 2021 compared to December 31, 2020 was primarily as a result

of loans exiting forbearance as well as record home price appreciation in 2021 on the underlying collateral.

MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management

Fannie Mae 2021 Form 10-K 110

Principal and Interest Payments while Loans are in Forbearance

While a loan is in forbearance and remains in an MBS trust, investors in the MBS are entitled to continue to receive

principal and interest payments on the MBS even though the borrower is not required to make principal and interest

payments. For the majority of loans in our single-family guaranty book of business, our Single-Family Servicing Guide

used to require servicers to advance missed scheduled principal and interest payments to the MBS trusts until the loans

were purchased from the MBS trusts, including the portion of interest that represents guaranty fees owed to us.

Because we typically do not purchase loans from MBS trusts while they are in forbearance, this servicer payment

obligation could have continued for the entirety of the forbearance plan. In August 2020, at FHFA’s instruction, we

reduced our single-family servicers’ obligations to advance these missed borrower payments and only require servicers

to advance missed scheduled principal and interest payments on a loan for the first four months of missed borrower

payments. After four months, we make the missed scheduled principal and interest payments to the MBS trust for

payment to MBS holders so long as the loan remains in the MBS trust. For the year ended December 31, 2021, we

advanced $1.7 billion in missed borrower principal and interest payments to MBS trusts for payment to MBS holders,

compared with $1.2 billion in missed borrower principal and interest payments for the year ended December 31, 2020.

Since FHFA’s instruction in August of 2020 through December 31, 2021, we have advanced $2.9 billion in missed

borrower principal and interest payments. See “Retained Mortgage Portfolio” for a description of when we purchase

loans from single-family MBS trusts.

Loan Workout Metrics

As a part of our credit risk management efforts, loan workouts represent actions we take to help reinstate loans to

current status and help homeowners stay in their home or to otherwise avoid foreclosure. Our loan workouts reflect

various types of home retention solutions, 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.

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. We developed a

payment deferral workout option for borrowers impacted by COVID-19 that allows the borrower to defer up to 18 months

of past-due payments, without interest, to the end of the loan term (or when the loan is refinanced, the property is sold

or the loan is otherwise paid off before the end of the loan term). All other terms of the loan remain unchanged.

Characteristics of our loan modifications may include:

• changes to the original mortgage terms such as product type, interest rate, amortization term, maturity date

and/or unpaid principal balance;

• collection of less than the contractual amount due under the original loan; or

• receiving the full amount due, or certain installments due, under the loan over a period of time that is longer

than the period of time originally provided for under the terms of the loan.

Our primary loan modification program is currently the Flex Modification program, which offers payment relief for eligible

borrowers, targeting a 20% payment reduction.

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.

MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management

Fannie Mae 2021 Form 10-K 111

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.

In the event there is a covered loss after the borrower defaults and title to the property is subsequently transferred

through a foreclosure, short-sale, or a deed-in-lieu of foreclosure, we may be entitled to proceeds from primary

mortgage insurance. For the year ended December 31, 2021, we received $127 million of mortgage insurance proceeds

related to covered losses compared with $279 million for the year ended December 31, 2020, and $479 million for the

year ended December 31, 2019. For more information about how mortgage insurance claims are paid, as well as a

description of our other credit enhancement programs, see “Single-Family Business—Single-Family Mortgage Credit

Risk Management—Single-Family Credit Enhancement and Transfer of Mortgage Credit Risk.” For a discussion of our

policies that govern mortgage insurers’ claim-paying obligations to us, see “Risk Management—Institutional

Counterparty Credit Risk Management.”

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 that are classified as troubled debt

restructurings, and repayment plans that have been initiated but not completed.

Completed Loan Workout Activity

(Dollars in billions)

$7.7

$5.3

$8.4

$1.6

$0.9

$56.0

$62.1

$9.3

$62.9

$71.4

56.3

299.2

342.7

Modifications¹ Other²

Payment deferrals Number of loan workouts

Number of loan workouts (in thousands)

2019 2020 2021

(1)

There were approximately 39,100 loans, 14,400 loans and 18,400 loans in a trial modification period that was not yet complete as of

December 31, 2021, 2020 and 2019, respectively.

(2)

Includes repayment plans and foreclosure alternatives. Repayment plans reflect only those plans associated with loans that were 60 days

or more delinquent. Beginning with the year ended December 31, 2020, we exclude completed forbearance arrangements from the table.

For year ended December 31, 2019, the table includes $105 million of completed forbearance arrangements that involve loans that were

90 days or more delinquent.

The increase in home retention solutions in 2021 and in 2020 compared with 2019 was primarily driven by completed

COVID-19-related payment deferrals, which have been the primary loan workout solution for borrowers exiting

COVID-19-related forbearance. 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 $3.9 billion for the year ended December 31, 2021, of which $2.4

billion was deferred interest. For the year ended December 31, 2020, the total amount of principal and interest deferred

was $1.5 billion, of which $928 million was deferred interest.

Given the broad impact of the pandemic and the number of loans in forbearance, we expect loan workout activity to

continue to remain elevated in 2022.

MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management

Fannie Mae 2021 Form 10-K 112

The table below displays the percentage of our single-family loan modifications completed during 2020 and 2019 that

were current or paid off one year after modification and, for modifications completed during 2019, two years after

modification.

Percentage of Single-Family Completed Loan Modifications That Were Current or Paid Off at

One and Two Years Post-Modification

2020 Modifications 2019 Modifications

Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1

One Year Post-Modification 93% 94% 71% 65% 60% 58% 60% 68%

Two Years Post-Modification 78 75 71 70

Nonperforming and Reperforming Loan Sales

We also undertake efforts to mitigate credit losses and manage our problem loans by selling our reperforming and

nonperforming 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. During 2021, we sold approximately 18,300 nonperforming

loans with an aggregate unpaid principal balance of $3.2 billion and approximately 94,400 reperforming loans with an

aggregate unpaid principal balance of $13.6 billion.

REO Management

If a loan defaults, we may acquire the property through foreclosure or a deed-in-lieu of foreclosure. The table below

displays our REO activity by region. Regional REO acquisition trends generally follow a pattern that is similar to, but

lags, that of regional delinquency trends.

Single-Family REO Properties

For the Year Ended December 31,

2021 2020 2019

Single-family REO properties (number of properties):

Beginning of period inventory of single-family REO properties

(1)

7,973 17,501 20,156

Acquisitions by geographic area:

(2)

Midwest

1,166 1,507 4,881

Northeast

1,077 1,237 4,867

Southeast

1,076 1,859 6,360

Southwest

570 1,021 2,892

West

231 433 1,667

Total REO acquisitions

(1)

4,120 6,057 20,667

Dispositions of REO

(4,927) (15,585) (23,322)

End of period inventory of single-family REO properties

(1)

7,166 7,973 17,501

Carrying value of single-family REO properties (dollars in millions)

$ 959 $ 1,149 $ 2,290

Single-family foreclosure rate

(3)

0.02 % 0.04 % 0.12 %

REO net sales price to unpaid principal balance

(4)

111 88 78

Short sales net sales price to unpaid principal balance

(5)

84 81 78

(1)

Includes held-for-use properties, which are reported in our consolidated balance sheets as a component of “Other assets.”

(2)

See footnote 8 to the “Key Risk Characteristics of Single-Family Conventional Business Volume and Guaranty Book of Business” table for

states included in each geographic region.

(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.

MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management

Fannie Mae 2021 Form 10-K 113

(5)

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.

We market and sell the majority of our foreclosed properties through local real estate professionals. 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. 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.

In response to the pandemic and with instruction from FHFA, we prohibited our servicers from completing foreclosures

on our single-family loans through July 31, 2021, except in the case of vacant or abandoned properties. In addition, as

described in “Single-Family Acquisition and Servicing Policies and Underwriting and Servicing Standards—COVID-19

Servicing Policies,” our servicers were required to comply with a CFPB rule that prohibited certain new single-family

foreclosures on mortgage loans secured by the borrower’s principal residence until after December 31, 2021. As a

result, foreclosure volumes were lower through 2021 and 2020 compared with pre-pandemic levels. We expect

foreclosure volumes to gradually increase in 2022.

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 occupied, under repair, or are subject to state or local redemption or confirmation periods, or eviction

moratoriums, which delays the marketing and disposition of these properties.

REO Property Status

As of December 31, 2021

Unable to market: 72%

Available for sale: 7%

Pending sale settlement: 5%

Pending appraisals to be

listed for sale: 16%

Although the total number of our REO properties decreased in 2021 and 2020 compared with pre-pandemic levels, the

COVID-19-related eviction moratorium on single-family REOs led to a larger portion of properties being classified as

"unable to market,” as the majority of these properties were occupied.

Other Single-Family Credit Information

Single-Family Credit Loss Metrics and Loan Sale Performance

The single-family credit loss metrics and loan sale performance measures below present information about losses or

gains we realized on our single-family loans during the periods presented. 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 2021 Form 10-K 114

We revised the presentation of our single-family credit loss metrics in connection with our implementation of the CECL

standard in January 2020, principally by separating the “Charge-offs, net of recoveries” line item into three line items:

“Write-offs,” “Recoveries,” and “Write-offs on the redesignation of mortgage loans from HFI to HFS.” Because sales of

nonperforming and reperforming loans have been an important 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 on sales and

other valuation adjustments” line item.

The table below displays the components of our single-family credit loss metrics and loan sale performance.

Single-Family Credit Loss Metrics and Loan Sale Performance

For the Year Ended December 31,

2021 2020 2019

(Dollars in millions)

Write-offs $ (51) $ (177) $ (318)

Recoveries 430 111 117

Foreclosed property expense (14) (157) (523)

Credit gains (losses) 365 (223) (724)

Write-offs on the redesignation of mortgage loans from HFI to HFS

(1)

(372) (291) (995)

Net Credit gains (losses) and write-offs on the redesignations (7) (514) (1,719)

Gains on sales and other valuation adjustments

(2)

1,312 704 1,270

Net credit gains (losses), write-offs on redesignations and gains (losses) on sales

and other valuation adjustments $ 1,305 $ 190 $ (449)

Credit (gain) loss ratio (in bps)

(3)

(1.1) 0.7 2.5

Net credit (gains), write-offs on redesignations and (gains) losses on sales and

other valuation adjustments ratio (in bps)

(3)

(3.9) (0.6) 1.5

(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, net” in our consolidated statements of

operations and comprehensive income.

(3)

Calculated based on the amount of “Credit (gain) losses” and “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.

Net credit gains, write-offs on redesignations and other valuation adjustments were higher in 2021 compared with 2020

primarily due to a higher volume of nonperforming and reperforming loans sales in 2021, which drove higher recoveries

and gains on sales. This increase in loans sales was primarily due to our temporary suspension of new sales of

reperforming and nonperforming loans for a portion of 2020 as a result of the pandemic.

We expect a gradual increase in our single-family write offs in 2022 as a result of an increase in foreclosure activity, due

in part to the expiration of the CFPB rule that prohibited certain new single-family foreclosures on mortgage loans

secured by the borrower’s principal residence until after December 31, 2021. See “Risk Factors” for additional

information on the potential credit risk impact of the COVID-19 pandemic.

For information on our credit-related income or expense, which includes changes in our allowance, see “Consolidated

Results of Operations—Credit-Related Income (Expense)” and “Single-Family Business Financial Results.”

MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management

Fannie Mae 2021 Form 10-K 115

The table below displays concentrations of our single-family credit gains (losses) based on geography, credit

characteristics and loan vintages.

Single-Family Credit (Gain) Loss Concentration Analysis

Percentage of Single-Family

Conventional Guaranty Book

of Business Outstanding

(1)

Amount of Single-Family

Credit (Gains) Losses and

Redesignation Write-offs

(2)

As of December 31, As of December 31,

2021 2020 2021 2020

(Dollars in millions)

Geographical distribution:

California 19 % 19 % $ 24 $ 37

Florida 6 6 (35) 44

Illinois 3 3 23 72

New Jersey 3 3 (13) 44

New York 5 5 (32) 47

All other states 64 64 40 270

Total 100 % 100 % $ 7 $ 514

Select higher-risk products:

Alt-A loans 1 % 1 % $ (56) $ 73

Vintages:

(3)

2004 and prior 1 % 2 % $ (23) $ 65

2005 - 2008 2 2 (110) 280

2009 - 2021 97 96 140 169

Total 100 % 100 % $ 7 $ 514

(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 redesignation write-offs 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.

(3)

Credit losses on mortgage loans typically do not peak until the third through fifth years following origination; however, this range can vary

based on many factors, including changes in macroeconomic conditions and foreclosure timelines.

Loans originated in 2008 and prior account for the majority of the decrease in our credit losses in 2021 compared with

2020, from $345 million in credit losses in 2020 to $133 million in credit gains in 2021. This change was primarily due to

a higher volume of nonperforming and reperforming loans sales in 2021 than in 2020, which generated recovery gains

upon sale.

MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management

Fannie Mae 2021 Form 10-K 116

Single-Family Credit Ratios and Select Credit Information

The table below displays select credit ratios on our single-family conventional guaranty book of business, as well as the

inputs used in calculating those ratios.

Single-Family Credit Ratios and Select Credit Information

For the Year Ended December 31,

2021 2020 2019

(Dollars in millions)

Select single-family credit ratios:

Write-offs, net of recoveries, as a percentage of the average single-

family conventional guaranty book of business (in bps) * 1.2 4.1

Nonaccrual loans as a percentage of conventional guaranty book of

business 0.57 % 0.86 % 0.97 %

Credit loss reserves as a percentage of single-family:

(1)

Conventional guaranty book of business 0.15 % 0.30 % 0.30 %

Estimated mark-to-market LTV ratio > 80% 2.08 2.41 2.30

Nonaccrual loans at amortized cost 25.63 34.63 30.58

Certain higher risk loan categories as a percentage of single-

family credit loss reserves:

2005-2008 loan vintages 49 % 46 % 72 %

Alt-A loans 12 13 21

Select single-family financial information used in calculating credit

ratios:

Write-offs, net of recoveries $ (7) $ 357 $ 1,196

Credit loss reserves

(2)

(5,088) (9,573) (8,779)

Credit loss reserves of certain higher risk loan categories:

2005-2008 loan vintages (2,490) (4,375) (6,330)

Alt-A loans (625) (1,203) (1,868)

Conventional guaranty book of business

3,483,054 3,200,905 2,951,862

Average conventional guaranty book of business

(3)

3,351,036 3,060,384 2,921,704

Nonaccrual loans at amortized cost 19,851 27,643 28,708

Unpaid principal balance of loans with an estimated mark-to-market

LTV ratio >80% 244,746 397,838 381,166

Components of single-family credit loss reserves:

Allowance for loan losses $ (4,950) $ (9,344) $ (8,759)

Allowance for accrued interest receivable (138) (209) —

Reserve for guaranty losses

(4)

— (20) (20)

Total credit loss reserves

(2)

$ (5,088) $ (9,573) $ (8,779)

* Represents less than 0.05 bps.

(1)

Calculated as single-family credit loss reserves divided by, as indicated, “Conventional guaranty book of business,” “Estimated mark-to-

market LTV ratio > 80%” or “Nonaccrual loans at amortized cost.”

(2)

Represents the allowance for single-family loan losses and the related accrued interest receivable, and our reserve for guaranty losses.

For periods beginning on or after January 1, 2020, our measurement of credit loss reserves reflects a lifetime credit loss methodology

pursuant to our adoption of the CECL standard. For prior periods, single-family loss reserves were measured using an incurred loss

impairment methodology for loans that were collectively evaluated for impairment. For further details on our previous single-family loss

reserves methodology, refer to “Note 1, Summary of Significant Accounting Policies.”

(3)

Average conventional guaranty book of business is based on a quarter-end balance.

MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management

Fannie Mae 2021 Form 10-K 117

(4)

Reserve for guaranty losses is recorded in “Other liabilities” in our consolidated financial statements.

Our credit loss reserves and our credit loss reserves as a percentage of our conventional guaranty book of business

decreased in 2021 compared with 2020 primarily as a result of a benefit from actual and forecasted home price growth,

a benefit from the redesignation of single-family loans and a benefit from changes in assumptions regarding COVID-19

forbearance and loan delinquencies, which we describe in “Consolidated Results of Operations—Credit-Related Income

(Expense).”

Our nonaccrual loans decreased in 2021 compared with 2020 primarily as a result of an increase in loan modifications

and payment deferrals as well as an increase in the volume of single-family nonperforming and reperforming loan sales.

Under our nonaccrual policy for loans negatively impacted by the COVID-19 pandemic, loans that have been placed in

a repayment plan or brought current through a modification or a payment deferral are returned to accrual status once

the borrower has made six consecutive contractual payments under the terms of the repayment plan or modified loan.

For loans not subject to the COVID-19-related nonaccrual policy, we return a modified single-family loan to accrual

status at the point when the borrower successfully makes all required payments during the trial period and the

modification is made permanent. For additional information on our accounting policy for nonaccrual loans, see “Note 1,

Summary of Significant Accounting Policies.”

Single-Family Maturity Information

The below table shows the contractual maturities and interest rate sensitivities of our single-family loan portfolio.

Although the loans in our 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 Mortgage Loan Portfolio

(1)

As of December 31, 2021

Due within 1

year

(2)

Greater than 1

year but

within 5 years

Greater than 5

years but

within 15

years

Greater than

15 years Total

(Dollars in millions)

Single-family mortgage loan portfolio:

(3)

Loans held for sale, at lower of cost or

fair value $ 3,909 $ 6 $ 77 $ 1,142 $ 5,134

Loans held for investment, at amortized

cost:

Of Fannie Mae 5,864 288 6,529 47,161 59,842

Of consolidated trusts 4,440 33,101 622,725 2,843,004 3,503,270

Total single-family mortgage loans $ 14,213 $ 33,395 $ 629,331 $ 2,891,307 $ 3,568,246

Single-family mortgage loan portfolio

by interest rate sensitivity:

(3)

Fixed-rate

(4)

$ 10,847 $ 33,288 $ 622,536 $ 2,866,409 $ 3,533,080

Adjustable-rate 3,366 107 6,795 24,898 35,166

Total single-family mortgage loans $ 14,213 $ 33,395 $ 629,331 $ 2,891,307 $ 3,568,246

(1)

We report the entire balance of the loan in the category that corresponds to the loan’s remaining contractual maturity date.

(2)

Due within 1 year includes reverse mortgages for which there is no defined maturity date of $13.4 billion as of December 31, 2021.

(3)

Mortgage loans consist of the unpaid principal balance, premiums and discounts, hedge-related basis adjustments and other cost basis

adjustments. Excludes accrued interest receivable.

(4)

Includes step-rate loans.

MD&A | Single-Family Business | Single-Family Mortgage Credit Risk Management

Fannie Mae 2021 Form 10-K 118

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 also supports liquidity in the mortgage market through other activities, such as issuing structured

MBS backed by Fannie Mae multifamily MBS and buying and selling multifamily agency mortgage-backed securities.

We also continue to invest in low-income housing tax credit (“LIHTC”) multifamily projects to help support and preserve

the supply of affordable housing.

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 and effectively operate as

businesses, such as garden and high-rise apartment complexes, seniors housing communities, cooperatives,

dedicated student housing and manufactured housing communities.

• Borrowers and sponsors: Multifamily borrowers are entities that 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.

Borrowers are typically single-asset entities, with the property as their only asset. The ultimate owner of a

multifamily borrower is referred to as the borrower’s “sponsor.” We evaluate both the borrowing entity and its

sponsor when considering a new transaction or 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.

• Recourse: Multifamily loans are generally non-recourse to the borrowers.

• Lenders: During 2021, we executed multifamily transactions with 28 lenders. Of these, 23 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 in our multifamily guaranty book of business is $14 million.

• Underwriting process: Multifamily loans require detailed underwriting of the property’s operating cash flow. Our

underwriting includes an evaluation of the property’s ability to support the loan, property quality, market and

submarket factors, and ability to exit at maturity.

• Term and lifecycle: In contrast to the standard 30-year single-family residential loan, multifamily loans typically

have terms of 5, 7 or 10 years, with balloon payments due at maturity.

• Prepayment terms: To protect against prepayments, most multifamily Fannie Mae loans and MBS impose

prepayment premiums, primarily yield maintenance, consistent with standard commercial investment terms.

This is in contrast to single-family loans, which typically do not have prepayment protection.

Delegated Underwriting and Servicing

Fannie Mae’s DUS program, which was initiated in 1988, is a unique business model in the commercial mortgage

industry. Our DUS model aligns the interests of the lender and Fannie Mae. Our current 23-member DUS lender

network, which is composed of large financial institutions and independent mortgage lenders, continues to be our

principal source of multifamily loan deliveries. DUS lenders are pre-approved and delegated the authority to underwrite

and service loans on behalf of Fannie Mae in accordance with our standards and requirements. Delegation permits

MD&A | Multifamily Business

Fannie Mae 2021 Form 10-K 119

lenders to respond to customers more rapidly, as the lender generally has the authority to approve a loan within

prescribed parameters. Based on a given loan’s unique characteristics and Fannie Mae’s established delegation

criteria, lenders assess whether a loan must be reviewed by Fannie Mae. If review is required, Fannie Mae’s internal

credit team will assess the loan’s risk profile to determine if it meets our risk tolerances. DUS lenders are required to

share with us the risk of loss over the life of the loan, as discussed in more detail in “Multifamily Mortgage Credit Risk

Management.” Since DUS lenders share in the credit risk, the servicing fee to the lenders includes compensation for

credit risk.

Multifamily Mortgage Servicing

Multifamily mortgage servicing is typically performed by the lenders who sell mortgages to us. Because of our loss-

sharing arrangements with our multifamily lenders, transfers of multifamily servicing rights are infrequent, and we

monitor our servicing relationships and enforce our right to approve servicing transfers. As a seller-servicer, the lender is

responsible for 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.

Multifamily Credit Risk and Credit Loss Management

Our Multifamily business:

• Prices and manages the credit risk on loans in our multifamily guaranty book of business. Lenders retain a

portion of the credit risk in most 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 maintain the credit quality of the multifamily book of business, prevents foreclosures through certain

loss mitigation strategies such as forbearance or modification, reduces costs of defaulted multifamily loans,

manages our REO inventory, and pursues contractual remedies from lenders, servicers, borrowers, 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.

The Multifamily Markets in Which We Operate

In the multifamily mortgage market, we aim to address the rental housing needs of a wide range of the population in all

markets across the country, with the substantial majority of our focus on supporting rental housing that is affordable to

families earning at or below the median income in their area. We serve the market steadily, rather than moving in and

out depending on market conditions. Through the secondary mortgage market, we support rental housing for the

workforce population, for senior citizens and students, and for families with the greatest economic need. Nearly 95% of

the multifamily units we financed in 2021 were affordable to families earning at or below 120% of the median income in

their area, providing support for both workforce housing and affordable housing.

Our Multifamily business is organized and operated as an integrated commercial real estate finance business,

addressing the spectrum of multifamily housing finance needs, including the need for smaller multifamily property

financing and financing that serves low- and very low-income households.

• To meet the growing need for smaller multifamily property financing, we focus on the acquisition of small

multifamily loans, which includes loans of up to $6 million in original unpaid principal balance. As of December

31, 2021, small loans represented 42% of our multifamily guaranty book of business by loan count and 7%

based on unpaid principal balance.

• 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 enable borrowers to leverage housing programs and subsidies

provided by local, state and federal agencies. These public subsidy programs are largely targeted to provide

housing to families 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 subsidies pay no more than 30% of

their gross monthly income for rent and utilities. As of December 31, 2021, affordable loans represented

approximately 11% of our multifamily guaranty book of business, based on unpaid principal balance, including

$8.3 billion in bond credit enhancements.

Our acquisition of loans financing smaller multifamily properties and serving low-and very-low income households help

us meet our multifamily housing goals and FHFA’s scorecard requirement for us that a portion of our multifamily volume

MD&A | Multifamily Business

Fannie Mae 2021 Form 10-K 120

be focused on affordable and underserved markets. We discuss our housing goals in “Business—Legislation and

Regulation—GSE-Focused Matters—Housing Goals” and our scorecard requirement to focus on affordable and

underserved markets in “Multifamily Business Metrics.”

Multifamily Lenders and Investors

In support of equitable and sustainable access to quality affordable rental housing across America, our multifamily

business works primarily with mortgage banking companies, large diversified financial institutions, and banks. During

2021, our top five multifamily lenders, in the aggregate, accounted for approximately 46% of our multifamily business

volume, compared with approximately 47% in 2020. One of our lenders, Walker & Dunlop, accounted for 14% of our

2021 multifamily business volume. No other lender accounted for more than 10% of our multifamily business volume in

2021.

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. Our Multifamily Connecticut Avenue Securities

(“MCAS

”) investors

include fund managers, hedge funds and insurance companies, while our Multifamily CIRT

(“MCIRT

”) transactions

are executed with insurers and reinsurers.

Multifamily Competition

Competition to acquire mortgage assets 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, 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 or in our capital requirements; new legislation or regulations applicable to us,

our lenders or investors; and digital innovation and disruption in our markets. Our competitive environment in 2021 was

influenced by FHFA’s cap on our multifamily business volume and related requirements that specified percentages of

our multifamily volume be focused on affordable and underserved markets, including residents at 60% of area median

income or below. We expect that FHFA’s 2022 multifamily business volume cap and related requirements will continue

to influence our competitive landscape. The volume cap and related requirement are described below in “Multifamily

Business Metrics.”

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. See “Business—Conservatorship, Treasury Agreements and

Housing Finance Reform,” “Business—Legislation and Regulation,” and “Risk Factors” for information on matters that

could affect our business and competitive environment.

Multifamily Mortgage Market

Multifamily market fundamentals, which include factors such as vacancy rates and rents, remained positive during the

fourth quarter of 2021, due to pent up demand for multifamily housing stemming from a rebounding economy, including

increasing job growth, higher wages and an elevated level of household savings.

• Vacancy rates. Based on preliminary third-party data, the estimated national multifamily vacancy rate for

institutional investment-type apartment properties as of December 31, 2021 remained at 5.0% compared with

September 30, 2021 and decreased compared with 6.0% as of December 31, 2020. The estimated national

multifamily vacancy rate remains below its estimated average rate of about 6.0% over the last 10 years.

• Rents. Effective rents are estimated to have increased by 3.0% during the fourth quarter of 2021 compared with

an increase of 3.5% during the third quarter of 2021 and a decrease of 0.5% in the fourth quarter of 2020.

Annualized rent growth for 2021 is estimated to have been 10.0%.

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 improvement in these fundamentals helped to

increase property values in most metropolitan areas. Based on preliminary multifamily property sales data, transaction

volumes for 2021 appear poised for a new peak, with capitalization rates having compressed slightly. We believe this is

due to property owners benefiting from strong market conditions and commercial real estate investors remaining

interested in the multifamily sector over the long term.

Multifamily construction underway remains elevated, with more than 386,000 units expected to have been delivered in

2021, compared with the estimated 404,000 new multifamily units that were completed in 2020.

We expect the multifamily sector to continue benefiting from an improving economy and continued job growth, with rent

growth moderating but remaining above normalized levels over the coming months.

MD&A | Multifamily Business

Fannie Mae 2021 Form 10-K 121

Multifamily Market Activity

We remained a continuous source of liquidity in the multifamily market in 2021. We owned or guaranteed approximately

22% of the outstanding debt on multifamily properties as of September 30, 2021 (the latest date for which information is

available).

Multifamily Mortgage Debt Outstanding

(1)

(Dollars in trillions)

$1.62

$1.76

$1.84

20%

21%

22%

Total multifamily U.S. mortgage debt outstanding

Fannie Mae percentage of total multifamily mortgage debt outstanding

12/31/2019 12/31/2020 9/30/2021

(1)

The mortgage debt outstanding as of September 30, 2021, is based on the Federal Reserve’s December 2021 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.

Multifamily Business Metrics

The multifamily loans we acquired in 2021 had a strong overall credit risk profile, consistent with our acquisition policy

and standards, which we describe in “Multifamily Mortgage Credit Risk Management—Multifamily Acquisition Policy and

Underwriting Standards.”

Multifamily New Business Volume

(Dollars in billions)

$70.2

$76.0

$69.5

726,000

792,000

694,000

Multifamily new business volume¹ Multifamily units financed from new business volume

2019 2020 2021

(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.

MD&A | Multifamily Business | Multifamily Market Activity

Fannie Mae 2021 Form 10-K 122

Our multifamily new business volume decreased in 2021 compared with 2020 as a result of our multifamily volume cap

of $70 billion, which we discuss in the following section.

Multifamily Business Volume Cap

In 2020, FHFA established a 2021 multifamily volume cap of $70 billion in new business volume from January 1, 2021

through December 31, 2021. FHFA also required that at least 50% of our 2021 multifamily business volume be mission-

driven, focused on specified affordable and underserved market segments. Furthermore, FHFA’s 2021 multifamily

volume cap required that a minimum of 20% of our multifamily business volume in 2021 be affordable to residents at

60% of area median income or below. Multifamily business that met the minimum 20% requirement also counted as

meeting the minimum 50% requirement. Our 2021 multifamily new business volume remained under the cap by

approximately $500 million, and we have met the mission requirements established by FHFA.

In October 2021, FHFA announced that the multifamily loan purchase cap for 2022 will be $78 billion. As in 2021, a

minimum of 50% of loan purchases must be mission-driven, focused on specified affordable and underserved market

segments. In addition, 25% of loan purchases must be affordable to residents earning 60% or less of area median

income, up from the 20% requirement in 2021.

See “Business—Conservatorship, Treasury Agreements and Housing Finance Reform—Treasury Agreements—

Covenants under Treasury Agreements” for more information about a limit on our acquisition of multifamily mortgage

assets that was added to our senior preferred stock purchase agreement in January 2021 and temporarily suspended in

September 2021. See “Risk Factors—GSE and Conservatorship Risk” for information on how conservatorship may

affect our business activities.

Multifamily Securities Issuances

Our multifamily business securitizes the vast majority of 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 GeMS program.

Multifamily Fannie Mae MBS Issuances

(Dollars in billions)

$69.9

$75.7

$69.4

$9.6

$9.1

$8.5

Multifamily Fannie Mae MBS issuances

Multifamily Fannie Mae structured securities issuances¹

2019 2020 2021

(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 held by a third party are not included in the multifamily Fannie Mae MBS structured

security issuance amounts.

MD&A | Multifamily Business | Multifamily Business Metrics

Fannie Mae 2021 Form 10-K 123

Presentation of Our Multifamily Guaranty Book of Business

For purposes of the information reported in this “Multifamily Business” section, we measure our multifamily guaranty

book of business 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 remitted

to the MBS holders.

Multifamily Guaranty Book of Business

(Dollars in billions)

$338.8

$384.5

$413.1

71.8

74.5

78.4

Unpaid principal balance of multifamily guaranty book of business¹

Average charged guaranty fee rate on multifamily guaranty book of business (in basis points), at end of period

12/31/19 12/31/20 12/31/21

(1)

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.

Average charged guaranty fee represents our effective revenue rate relative to the size of our multifamily guaranty book

of business. Management uses this metric to assess the return we earn as compensation for the multifamily credit risk

we manage. Average charged guaranty fee increased in 2021 compared with 2020 due to increased pricing on new

multifamily business. 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 portfolio, but it is also influenced by market

forces such as the availability of other sources of liquidity, our mission-related goals, the FHFA volume cap and the

management of our overall portfolio composition.

MD&A | Multifamily Business | Multifamily Business Metrics

Fannie Mae 2021 Form 10-K 124

Multifamily Business Financial Results

(1)

For the Year Ended December 31, Variance

2021 2020 2019 2021 vs. 2020 2020 vs. 2019

(Dollars in millions)

Net interest income $ 4,158 $ 3,364 $ 3,280 $ 794 $ 84

Fee and other income 92 94 113 (2) (19)

Net revenues 4,250 3,458 3,393 792 65

Fair value gains (losses), net (12) 38 2 (50) 36

Administrative expenses (508) (509) (458) 1 (51)

Credit-related income (expense)

(2)

511 (623) (19) 1,134 (604)

Credit enhancement expense

(3)

(239) (220) (207) (19) (13)

Change in expected credit enhancement recoveries

(4)

(108) 144 — (252) 144

Other income (expenses), net

(5)

(68) 103 170 (171) (67)

Income before federal income taxes 3,826 2,391 2,881 1,435 (490)

Provision for federal income taxes (777) (467) (558) (310) 91

Net income $ 3,049 $ 1,924 $ 2,323 $ 1,125 $ (399)

(1)

See “Note 10, Segment Reporting” for information about our segment allocation methodology.

(2)

Consists of the benefit or provision for credit losses and foreclosed property income or expense. The presentation of our credit-related

expense for the year ended December 31, 2019 represents amounts recognized prior to our transition to the lifetime loss model prescribed

by the CECL standard.

(3)

Primarily consists of costs associated with our MCIRT and MCAS programs as well as amortization expense for certain lender risk-sharing

programs.

(4)

Consists of change in benefits recognized from our freestanding credit enhancements that primarily relates to our DUS lender risk-sharing.

See “Note 1, Summary of Significant Accounting Policies” for more information about our change in presentation.

(5)

Consists of investment gains or losses, gains or losses from partnership investments, debt extinguishment gains or losses, and other

income or expenses.

Net interest income

(Dollars in millions)

$3,280

$3,364

$4,158

2019 2020 2021

Multifamily net interest income increased in 2021 compared with

2020 primarily due to higher guaranty fee income as a result of

an increase in our multifamily guaranty book of business

combined with an increase in average charged guaranty fees

and higher yield maintenance revenue related to the prepayment

of multifamily loans.

Multifamily net interest income increased in 2020 compared with

2019 primarily due to higher guaranty fee income due to an

increase in our multifamily guaranty book of business and an

increase in average charged guaranty fees, partially offset by

lower yield maintenance revenue and lower net interest income

on other portfolios as a result of declining interest rates.

_____________________________________________________________________________

MD&A | Multifamily Business | Multifamily Business Financial Results

Fannie Mae 2021 Form 10-K 125

Credit-related income (expense)

(Dollars in millions)

$(19)

$(623)

$511

2019 2020 2021

Credit-related income in 2021 was primarily driven by a benefit from

actual and projected economic data and lower expected credit losses

as a result of the COVID-19 pandemic. The shift from credit-related

expense in 2020 to credit-related income in 2021 was partially offset

by a reduction in expected credit enhancement recoveries, which

captures benefits recognized from our freestanding credit

enhancements.

See “Consolidated Results of Operations—Credit-Related Income

(Expense)” for more information on our multifamily benefit or provision

for credit losses. Also, see “Consolidated Results of Operations—

Change in Expected Credit Enhancement Recoveries” for information

on the impact of our adoption of the CECL standard on benefits from

our freestanding credit enhancements.

Multifamily Mortgage Credit Risk Management

The credit risk profile of a loan in our multifamily book of business is 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.

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, with oversight from our Enterprise Risk Management division. 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.

Additionally, our standards for multifamily loans specify maximum original LTV ratio and minimum original debt service

coverage ratio (“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. At underwriting, we evaluate the DSCR

based on both actual and underwritten debt service payments. The original DSCR is calculated using the underwritten

debt service payments for the loan, which assumes both principal and interest payments, rather than the actual debt

service payments. Depending on the loan’s interest rate and structure, using the underwritten debt service payments

may result in a more conservative estimate of the debt service payments (for example, loans with an interest-only

period). This approach is used for all loans, including those with full and partial interest-only terms.

MD&A | Multifamily Business | Multifamily Business Financial Results

Fannie Mae 2021 Form 10-K 126

To address possible fluctuations in borrower income and expenses resulting from the COVID-19 pandemic, we instituted

additional reserve requirements in 2020 for certain new multifamily loan acquisitions depending on the product type,

LTV ratio and DSCR. We rescinded these temporary COVID-related reserve requirements as of May 2021.

Key Risk Characteristics of Multifamily Guaranty Book of Business

As of December 31,

2021 2020 2019

Weighted-average original LTV ratio 65 % 66 % 66 %

Original LTV ratio greater than 80% 1 1 1

Original DSCR less than or equal to 1.10 11 10 11

Full term interest-only loans 33 30 27

Partial term interest-only loans

(1)

51 51 51

(1)

Consists of mortgage loans that were underwritten with an interest-only term, regardless of whether the loan is currently in its interest-only

period.

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. Information in our quarterly financial

supplements is not incorporated by reference into this report.

Transfer of Multifamily Mortgage Credit Risk

Lender risk-sharing is a cornerstone of our Multifamily business. We primarily transfer risk through our DUS program,

which delegates to DUS lenders the ability to underwrite and service multifamily loans, in accordance with our standards

and requirements. DUS lenders receive credit risk-related revenues for their respective portion of credit risk retained,

and, in turn, are required to fulfill any loss-sharing obligation. This aligns the interests of the lender and Fannie Mae

throughout the life of the loan. We monitor the capital resources and loss-sharing capacity of our DUS lenders on an

ongoing basis.

Our DUS model typically results in our lenders sharing approximately one-third of the credit risk on our multifamily

loans, either on a pro-rata or tiered basis. Lenders who share on a tiered basis cover loan-level credit losses up to the

first 5% of the unpaid principal balance of the loan and then share with us any remaining losses up to a prescribed limit.

Loans serviced by DUS lenders and their affiliates represented substantially all of our multifamily guaranty book of

business as of December 31, 2021, 2020 and 2019. In certain situations, to effectively manage our counterparty risk, we

do not allow the lender to fully share in one-third of the credit risk, but have them share in a smaller portion.

While not a large portion of our multifamily guaranty book of business, our non-DUS lenders typically also have lender

risk-sharing, where the lenders typically share or absorb losses based on a negotiated percentage of the loan or the

pool balance.

These lender risk-sharing agreements not only transfer credit risk, but also better align our interests with those of the

lenders. Our maximum potential loss recovery from lenders under current risk-sharing agreements represented over

20% of the unpaid principal balance of our multifamily guaranty book of business as of December 31, 2021 and 2020.

To complement our front-end lender-risk sharing program, we engage in back-end credit risk transfer transactions

through our MCIRT and MCAS transactions. Through these transactions, we transfer a portion of the credit risk

associated with a reference pool of multifamily mortgage loans to insurers, reinsurers, or investors.

Our back-end multifamily credit-risk sharing transactions were primarily designed to further reduce the capital

requirements associated with loans in the reference pool with the related benefit of additional credit risk protection in the

event of a stress environment. We transfer multifamily credit risk through lender risk-sharing at the time of acquisition,

but our multifamily back-end credit risk transfer activity occurs later, typically up to a year or more after acquisition.

In the fourth quarter of 2021, we entered into two new credit risk transfer transactions, transferring mortgage credit risk

through our MCIRT

program. These transactions were the first new multifamily credit risk transfer transactions we

entered into since the first quarter of 2020. The structure of and extent to which we engage in any additional credit risk

transfer transactions in the future may be affected by our capital requirements, the degree of regulatory capital relief

provided by the transactions, our risk appetite, the strength of future market conditions, the cost of these transactions,

FHFA guidance, and the review of our overall business and capital plan.

MD&A | Multifamily Business | Multifamily Mortgage Credit Risk Management

Fannie Mae 2021 Form 10-K 127

The table below displays the total unpaid principal balance of multifamily loans and the percentage of our multifamily

guaranty book of business, based on unpaid principal balance, that is covered by a back-end credit risk transfer

transaction. The table does not reflect front-end lender risk-sharing arrangements, as only a small portion of our

multifamily guaranty book of business is not covered by these arrangements.

Multifamily Loans in Back-End Credit Risk Transfer Transactions

As of December 31,

2021 2020

Unpaid

Principal

Balance

Percentage of

Multifamily

Guaranty Book

of Business

Unpaid

Principal

Balance

Percentage of

Multifamily

Guaranty Book

of Business

(Dollars in millions)

MCIRT $ 84,894 20 % $ 72,166 19 %

MCAS 27,088 7 28,968 7

Total

$ 111,982 27 % $ 101,134 26 %

Multifamily Portfolio Diversification and Monitoring

Diversification within our multifamily book of business by geographic concentration, term to maturity, interest rate

structure, borrower concentration, loan size, and credit enhancement coverage are important factors that influence

credit performance and may help reduce our credit risk.

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 require lenders to provide quarterly and annual financial updates for the loans for which

we are contractually entitled to receive such information. We closely monitor loans with an estimated current DSCR

below 1.0, as that is an indicator of heightened default risk. The percentage of loans in our multifamily guaranty book of

business, calculated based on unpaid principal balance, with a current DSCR less than 1.0 was approximately 2% as of

December 31, 2021 and 2020. Our estimates of current DSCRs are based on the latest available income information

from annual statements for the included properties.

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 3, 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. We manage our exposure to refinancing risk

for multifamily loans maturing in the next several years. 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. 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.

Multifamily Problem Loan Management and Foreclosure Prevention

In addition to the credit performance information on our multifamily loans provided below, we provide information about

multifamily loans in a COVID-19-related forbearance that back MBS and whole loan REMICs in a “Multifamily MBS

COVID-19 Forbearance List” in the “Data Collections” section of our DUS Disclose

tool, available at

www.fanniemae.com/dusdisclose. Information on our website is not incorporated into this report.

We periodically refine our underwriting standards in response to market conditions and implement proactive portfolio

management and monitoring which are each designed to keep credit losses and delinquencies to a low level relative to

our multifamily guaranty book of business.

MD&A | Multifamily Business | Multifamily Mortgage Credit Risk Management

Fannie Mae 2021 Form 10-K 128

Delinquency Statistics on our Problem Loans

The percentage of our multifamily loans classified as substandard in our guaranty book of business increased as of

December 31, 2021 compared with December 31, 2020, due to the continued impact of COVID-19. 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 or are in

forbearance, 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 3, Mortgage Loans.”

Our multifamily serious delinquency rate decreased to 0.42% as of December 31, 2021, compared with 0.98% as of

December 31, 2020, primarily as a result of the ongoing economic recovery resulting in loans that received forbearance

resolving their delinquency through completion of their repayment plans or otherwise reinstating. 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. Our multifamily serious delinquency rate

includes 0.23% of multifamily loans that were 180 days or more past due as of December 31, 2021 compared with

0.50% as of December 31, 2020.

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.

Our multifamily serious delinquency rate, excluding loans that received a forbearance, was 0.04% as of December 31,

2021, compared with 0.03% as of December 31, 2020. We monitor the multifamily serious delinquency rate excluding

loans that received a forbearance to better understand the impact that forbearance activity has had on the rate and to

monitor loans that are seriously delinquent not as a result of COVID-19 or natural disasters.

COVID-19 Forbearance and Multifamily Eviction Moratorium

In response to the COVID-19 pandemic and its impact, we broadly offered forbearance to affected multifamily

borrowers. In 2020, we delegated to our lenders the ability to provide forbearance for up to six monthly payments for

most loan types. In September 2021, FHFA extended our program to provide forbearance for multifamily loans impacted

by COVID-19 indefinitely. While the forbearance program remains in place, the delegation to our lenders expired on

September 30, 2021. As a result, we determine whether to offer forbearance relief based on the borrower’s

circumstances through our normal loss mitigation procedures. For delegated forbearances, borrowers are required to

bring their loans current within a time period determined by multiplying the number of months of forbearance by four. For

example, a three-month forbearance would translate into a twelve-month repayment period. In exchange for receiving

forbearance, borrowers must agree to suspend tenant evictions for nonpayment of rent, provide monthly operating

statements and remit any excess cash flow to our servicers on a monthly basis, to be held until the end of the

forbearance period and then applied to missed mortgage payments.

Multifamily Loan Forbearance

As of December 31, 2021, nearly all of our multifamily loans that have received forbearance were associated with a

COVID-19-related financial hardship, but only a small portion of these loans remained in forbearance. Seniors housing

loans, which constituted 4% of our multifamily guaranty book of business as of December 31, 2021, accounted for

approximately 42% of the total unpaid principal balance of multifamily loans that received a forbearance and remained

in our multifamily guaranty book as of December 31, 2021. Of those multifamily seniors housing loans that received a

forbearance and were still active on our guaranty book of business as of December 31, 2021, based on unpaid principal

balance, 91% were reinstated, 6% were in a repayment plan, 1% were in active forbearance, and the remaining 2% had

defaulted on their forbearance arrangement.

MD&A | Multifamily Business | Multifamily Mortgage Credit Risk Management

Fannie Mae 2021 Form 10-K 129

The table below displays the status as of December 31, 2021 and 2020 of the active multifamily loans in our guaranty

book of business that have received a forbearance since the start of the pandemic, as well as the serious delinquency

rate of such loans. Of the multifamily loans in an active forbearance as of December 31, 2021, 66% are the result of a

COVID-19-related financial hardship, and 34% are related to a natural disaster-related financial hardship, based on

unpaid principal balance. The table excludes multifamily loans that received a forbearance, but liquidated or were

foreclosed upon prior to period end.

Status of Multifamily Forbearance Loans Outstanding

As of December 31, 2021

Number of

Loans

Unpaid

Principal

Balance

Percentage

of Unpaid

Principal

Balance in

Book of

Business

Percentage

of Unpaid

Principal

Balance

with

Forbearance

by Category

Percentage

of Loans on

Accrual

Status

Percentage

of Loans

that are

Seriously

Delinquent

(Dollars in millions)

Loans that received a forbearance, by

status:

(1)

Active forbearance

(2)

22 $ 363 0.1 % 8 % 40 % 100 %

Repayment plan

82 1,070 0.3 22 31 96

Reinstated

(3)

181 3,135 0.8 66 99 —

Defaulted

(4)

27 191 * 4 — 100

Total loans that received a forbearance 312 4,759 1.2 100 % 76 33

Loans that have not received a

forbearance 28,544 408,331 98.8 — 99.97 0.04

Total multifamily guaranty book of

business

28,856 $ 413,090 100 % 1.2 % 99.70 % 0.42 %

As of December 31, 2020

Number of

Loans

Unpaid

Principal

Balance

Percentage

of Unpaid

Principal

Balance in

Book of

Business

Percentage

of Unpaid

Principal

Balance

with

Forbearance

by Category

Percentage

of Loans on

Accrual

Status

Percentage

of Loans

that are

Seriously

Delinquent

(Dollars in millions)

Loans that received a forbearance, by

status:

(1)

Active forbearance

(2)

88 $ 1,689 0.4 % 32 % 32 % 100 %

Repayment plan

183 2,707 0.8 52 82 61

Reinstated

(3)

56 491 0.1 10 100 —

Defaulted

(4)

33 325 0.1 6 — 100

Total loans that received a forbearance 360 5,212 1.4 100 % 63 71

Loans that have not received a

forbearance 28,285 379,335 98.6 — 99.96 0.03

Total multifamily guaranty book of

business

28,645 $ 384,547 100 % 1.4 % 99.47 % 0.98 %

* Represents less than 0.05% of unpaid principal balance.

(1)

Excludes $957 million as of December 31, 2021 and $123 million as of December 31, 2020 in multifamily loans that received a

forbearance after the start of the COVID-19 pandemic and liquidated prior to period end. Of the $957 million in loans that liquidated prior to

December 31, 2021, $238 million went to foreclosure prior to that date, largely as a result of the foreclosure of loans within a seniors

housing portfolio. There were no multifamily loans that received a forbearance after the start of the COVID-19 pandemic that went to

foreclosure prior to December 31, 2020.

(2)

Includes loans that are in the process of extending their forbearance.

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Fannie Mae 2021 Form 10-K 130

(3)

Represents loans that are no longer in forbearance but that are current according to the original terms of the loan or that have been

modified and are performing under the modification.

(4)

Includes loans that are no longer in forbearance and are not on a repayment plan. Loans in this population may proceed to other loss

mitigation activities, such as modification, or to foreclosure.

Under our nonaccrual accounting policy for loans negatively impacted by the COVID-19 pandemic, we continue to

accrue interest income for up to six months provided that the loans were either current as of March 1, 2020 or originated

after March 1, 2020. Multifamily loans are placed on nonaccrual status when the borrower is six months past due unless

the loan is both well secured and in the process of collection. See “Note 1, Summary of Significant Accounting Policies”

for additional information about our nonaccrual accounting policy.

For multifamily loans that received forbearance and were in our book of business as of December 31, 2021, we have

recorded a total accrued interest receivable balance of $29 million, for which we have established a valuation allowance

of $2 million.

REO Management

The number of multifamily foreclosed properties held for sale was 31 properties with a carrying value of $302 million as

of December 31, 2021, compared with 14 properties with a carrying value of $114 million as of December 31, 2020. The

increase was primarily driven by the loans in a seniors housing portfolio that defaulted on their forbearance

arrangements in 2020. The majority of the loans in this portfolio that defaulted on the terms of their forbearance

agreement were foreclosed upon in 2021.

We expect to see additional foreclosures on loans that received a COVID-19 forbearance that are unable to

successfully cure their delinquency through a repayment plan or other modification.

Other Multifamily Credit Information

Multifamily Credit Loss Performance Metrics

The amount of multifamily credit loss or income we realize in a given period is driven by foreclosures, pre-foreclosure

sales, REO activity and write-offs, net of 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. We

believe our multifamily credit losses and our multifamily credit losses, net of freestanding loss-sharing benefit, may be

useful to stakeholders because they display our credit losses in the context of our multifamily guaranty book of

business, including the benefit we receive from loss-sharing arrangements. Management views multifamily credit

losses, net of freestanding loss-sharing benefit as a key metric related to our multifamily business model and our

strategy to share multifamily credit risk.

The table below displays the components of our multifamily credit loss performance metrics, as well as our multifamily

initial write-off severity rate and write-off loan count.

Multifamily Credit Loss Performance Metrics

For the Year Ended December 31,

2021 2020 2019

(Dollars in millions)

Write-offs

(1)

$ (59) $ (136) $ (8)

Recoveries 49 1 4

Foreclosed property income (expense) (19) (20) 8

Credit gains (losses) (29) (155) 4

Freestanding loss-sharing benefit

(2)

21 21 —

Credit gains (losses), net of freestanding loss-sharing benefit

$ (8) $ (134) $ 4

Credit (gain) loss ratio (in bps)

(3)

0.7 4.3 (0.1)

Credit (gain) loss ratio, net of freestanding loss-sharing benefit (in

bps)

(2)(3)

0.2 3.7 N/A

Multifamily initial write-off severity rate

(4)

13 % 23 % 22 %

Multifamily write-off loan count

26 11 5

(1)

Write-offs associated with non-REO sales are net of loss sharing.

(2)

Represents expected benefits that we receive from write-offs as a result of certain freestanding credit enhancements, primarily multifamily

DUS lender risk-sharing transactions. These benefits are recorded in “Change in expected credit enhancement recoveries” in our

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Fannie Mae 2021 Form 10-K 131

consolidated statements of operations and comprehensive income. Prior to the adoption of the CECL standard, benefits from lender risk-

sharing transactions were included in “Benefit (provision) for credit losses” in our consolidated statements of operations and

comprehensive income.

(3)

Calculated based on the amount of “Credit gains (losses)” and “Credit gains (losses), net of freestanding loss-sharing benefit,” 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. The rate excludes write-offs not

associated with foreclosures or other liquidation events (such as a deed-in-lieu of foreclosure or a short-sale) and any costs, gains or

losses associated with REO after initial acquisition through final disposition. Write-offs are net of lender loss-sharing agreements.

We had lower multifamily credit losses in 2021 than in 2020, primarily as a result of a seniors housing loan portfolio

defaulting on its forbearance arrangements in 2020. This default led to a write-down during 2020, which increased our

losses for 2020. We subsequently recognized recoveries on that loan portfolio, which contributed to lower credit losses

in 2021.

Although we have already realized some credit losses related to COVID-19-impacted loans in recent periods, we expect

our realized multifamily credit losses may remain higher over the next few years compared to pre-pandemic levels as

some loans that have been materially impacted by COVID-19 are ultimately unable to reperform.

Multifamily Credit Ratios and Select Credit Information

The table below displays select credit ratios on our multifamily guaranty book of business, as well as the inputs used in

calculating those ratios.

Multifamily Credit Ratios and Select Credit Information

For the Year Ended December 31,

2021 2020 2019

(Dollars in millions)

Select multifamily credit ratios:

Nonaccrual loans as a percentage of guaranty book of business 0.30 % 0.54

0.13 %

Credit loss reserves as a percentage of multifamily:

Guaranty book of business 0.17 % 0.32

0.08 %

Nonaccrual loans at amortized cost 54.49 59.09 61.05

Select multifamily financial information used in calculating credit

ratios:

Credit loss reserves

(1)(2)

$ (686) $ (1,225) $ (268)

Guaranty book of business 413,090 384,547 338,800

Nonaccrual loans 1,259 2,073 439

Components of multifamily credit loss reserves:

Allowance for loan losses $ (679) $ (1,208) $ (257)

Allowance for accrued interest receivable (2) (7) —

Reserve for guaranty losses

(3)

(5) (10) (11)

Total credit loss reserves

(1)

$ (686) $ (1,225) $ (268)

(1)

Our multifamily credit loss reserves consist of our allowance for loan losses and the related accrued interest receivable, and our reserve

for guaranty losses. Our multifamily credit loss reserves exclude the expected benefit of freestanding credit enhancements on multifamily

loans of $235 million as of December 31, 2021 and $358 million as of December 31, 2020, which are recorded in “Other assets” in our

consolidated balance sheets as a result of the adoption of the CECL standard January 1, 2020. Prior to our adoption of the CECL

standard, benefits for freestanding credit enhancements of $92 million as of December 31, 2019 were netted against our multifamily loss

reserves.

(2)

For periods beginning January 1, 2020, our measurement of loss reserves reflects a lifetime credit loss methodology pursuant to our

adoption of the CECL standard. For prior periods, multifamily loss reserves were measured using an incurred loss methodology. For further

details on our previous multifamily loss reserves methodology, refer to “Note 1, Summary of Significant Accounting Policies.”

(3)

Reserve for guaranty losses is recorded in “Other liabilities” in our consolidated financial statements.

Our credit loss reserves decreased in 2021 compared with 2020 primarily as a result of a benefit for credit losses, which

we describe in “Consolidated Results of Operations—Credit-Related Income (Expense).” The balance of loans on

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Fannie Mae 2021 Form 10-K 132

nonaccrual status remained elevated as of December 31, 2021 and 2020 compared to pre-pandemic levels primarily

due to loans that received a COVID-19 forbearance that became more than six months delinquent and were placed on

nonaccrual status. For additional information on our accounting policy for nonaccrual loans, see “Note 1, Summary of

Significant Accounting Policies.”

Multifamily Maturity Information

The below table shows the contractual maturities and interest rate sensitivities of our multifamily loan portfolio. Although

loans in our multifamily portfolio have varying contractual terms, the actual life of the loans may be significantly less than

their contractual term as a result of prepayment.

Multifamily Loans: Maturities and Terms of Mortgage Loan Portfolio

(1)

As of December 31, 2021

Due within 1

year

Greater than 1

year but

within 5 years

Greater than 5

years but

within 15

years

Greater than

15 years Total

(Dollars in millions)

Multifamily mortgage loan portfolio:

(2)

Loans held for investment, at amortized

cost:

Of Fannie Mae $ 149 $ 704 $ 204 $ 126 $ 1,183

Of consolidated trusts 5,409 85,814 302,981 10,238 404,442

Total multifamily mortgage loans $ 5,558 $ 86,518 $ 303,185 $ 10,364 $ 405,625

Multifamily mortgage loan portfolio by

interest rate sensitivity:

(2)

Fixed-rate $ 5,454 $ 78,386 $ 280,212 $ 9,994 $ 374,046

Adjustable-rate 104 8,132 22,973 370 31,579

Total multifamily mortgage loans $ 5,558 $ 86,518 $ 303,185 $ 10,364 $ 405,625

(1)

We report the entire balance of the loan in the category that corresponds to the loan’s remaining contractual maturity date.

(2)

Mortgage loans consist of the unpaid principal balance, premiums and discounts, and other cost basis adjustments. Excludes accrued

interest receivable.

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. Our status as a government-sponsored enterprise and continued federal government support is

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 and other investments portfolio,

including proceeds from sales of foreclosed real estate assets;

• principal and interest payments received on mortgage loans, mortgage-related securities and non-mortgage

investments we own;

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Fannie Mae 2021 Form 10-K 133

• 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 programs.

Liquidity and Funding Risk Management Practices and Contingency Planning

Our liquidity position could be adversely affected by many factors, both internal and external to our business, including:

• actions taken by FHFA, the Federal Reserve, Treasury or other government agencies;

• legislation relating to us or our business;

• 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;

• 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 event involving one of our major institutional counterparties;

• a sudden catastrophic operational failure in the financial sector; or

• elimination of our status as a government-sponsored enterprise.

See “Risk Factors” for a discussion of factors that could adversely affect our liquidity.

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, 2021, we were in compliance with these requirements.

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Fannie Mae 2021 Form 10-K 134

We run routine operational testing of our ability to rely upon mortgage and U.S. Treasury collateral to obtain financing.

We enter into relatively small repurchase agreements in order to confirm that we have the operational and systems

capability to do so. In addition, we have provided 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 “Other

Investments 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 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. In addition to MBS issuances, we fund our business through 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, the continued impact of the COVID-19 pandemic, 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 $300 billion debt limit under our senior preferred stock purchase agreement with Treasury,

which will decrease to $270 billion as of December 31, 2022. The unpaid principal balance of our aggregate

indebtedness was $202.5 billion as of December 31, 2021. 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.

Because of our debt limit, our business activities may be constrained.

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.

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Fannie Mae 2021 Form 10-K 135

The following chart and table display information on our outstanding short-term and long-term debt based on original

contractual maturity. The driver for the decrease in long-term debt from December 31, 2020 to December 31, 2021 was

decreased funding needs compared with the prior year. In 2020, we had unusually high liquidity demands driven by our

expectations relating to the COVID-19 pandemic, as well as historically high loan acquisition volumes through our whole

loan conduit, resulting in high volumes of debt issuance during the year. Our funding needs were lower in 2021 because

we built up a large amount of liquidity through our debt issuances in 2020, our expected loan buyouts relating to the

COVID-19 pandemic have declined, and we are now able to retain more of our earnings pursuant to the terms of the

January 2021 amendment to the senior preferred stock purchase agreement. As a result of our lower funding needs, the

new debt we issued during 2021 replaced only some of our debt that paid off with no new long-term debt issuance after

the first quarter of 2021.

Debt of Fannie Mae

(Dollars in billions)

$12.2

$66.6

$65.6

$210.8

$132.5

$289.6

$200.9

Short-term debt²

Long-term debt maturing within one year

Long-term debt, excluding portion maturing within one year

12/31/2020 12/31/2021

(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. There were no hedge-related basis adjustments in 2020. Reported amounts include net

discount unamortized cost basis adjustments and fair value adjustments of $1.6 billion and $393 million as of December 31, 2021 and

2020, respectively.

(2)

Short-term debt was $2.8 billion as of December 31, 2021.

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Fannie Mae 2021 Form 10-K 136

Selected Debt Information

As of December 31,

2021 2020

(Dollars in billions)

Selected Weighted-Average Interest Rates

(1)

Interest rate on short-term debt 0.03 % 0.18 %

Interest rate on long-term debt, including portion maturing within one year 1.55 % 1.34 %

Interest rate on callable long-term debt 1.44 % 1.40 %

Selected Maturity Data

Weighted-average maturity of debt maturing within one year (in days) 109 196

Weighted-average maturity of debt maturing in more than one year (in months) 57 52

Other Data

Outstanding callable long-term debt $ 47.0 $ 57.5

Connecticut Avenue Securities debt

(2)

11.2 15.0

(1)

Excludes the effects of fair value adjustments and hedge-related basis adjustments.

(2)

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.

We intend to repay our short-term and long-term debt obligations as they become due primarily through cash from

business operations and proceeds from the issuance of additional debt securities.

For information on the maturity profile of our outstanding long-term debt for each of the years 2022 through 2026 and

thereafter, see “Note 7, Short-Term and Long-Term Debt.”

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Fannie Mae 2021 Form 10-K 137

Debt Funding Activity

The table below displays activity in debt of Fannie Mae. This activity excludes the debt of consolidated trusts and

intraday loans. The reported amounts of debt issued and paid off during each period represent the face amount of the

debt at issuance and redemption.

The decrease in debt issued and paid off during 2021 compared with 2020 was primarily due to decreased funding

needs as discussed above. We did not issue new debt to replace all of our debt that paid off during 2021.

Activity in Debt of Fannie Mae

For the Year Ended December 31,

2021 2020 2019

(Dollars in millions)

Issued during the period:

Short-term:

Amount $ 122,819 $ 194,604 $ 562,189

Weighted-average interest rate

(1)

0.01 % 1.04 % 2.13 %

Long-term:

(2)

Amount $ 2,815 $ 198,528 $ 21,545

Weighted-average interest rate 0.59 % 0.52 % 2.20 %

Total issued:

Amount $ 125,634 $ 393,132 $ 583,734

Weighted-average interest rate 0.03 % 0.77 % 2.13 %

Paid off during the period:

(3)

Short-term:

Amount

$ 132,199 $ 209,595 $ 559,938

Weighted-average interest rate

(1)

0.02 % 1.09 % 1.99 %

Long-term:

(2)

Amount

$ 80,938 $ 76,308 $ 73,547

Weighted-average interest rate 0.75 % 1.77 % 2.38 %

Total paid off:

Amount

$ 213,137 $ 285,903 $ 633,485

Weighted-average interest rate 0.30 % 1.27 % 2.04 %

(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.

Many factors 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,

including:

• changes or perceived changes in federal government support of our business or our debt securities;

• changes in our status as a government-sponsored enterprise;

• future changes or disruptions in the financial markets;

• changes in requirements by FHFA, Treasury or other regulators;

• a change or perceived change in the creditworthiness of the U.S. government, due to our reliance on the U.S.

government’s support; or

• a downgrade in our credit ratings.

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Fannie Mae 2021 Form 10-K 138

We believe that our status as a government-sponsored enterprise and continued federal government support are

essential to maintaining our access to debt funding. See “Risk Factors” for a discussion of the risks we face relating to:

• the uncertain future of our company;

• 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, Treasury Agreements and Housing Finance Reform—Treasury Agreements.”

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 $226.4 billion as of December 31, 2021 and $153.6 billion as

of December 31, 2020. The majority of the other financial guarantees consists of Freddie Mac securities backing Fannie

Mae structured securities. See “Guaranty Book of Business” and “Note 6, 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 $5.4 billion as of December 31, 2021 and $6.4 billion as of December 31, 2020. 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 other investments portfolio in excess of these

commitments to advance funds.

We make investments in various limited partnerships and similar legal entities, which consist of low-income housing tax

credit 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 2, 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, Treasury Agreements and Housing Finance Reform—Treasury

Agreements.”

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Fannie Mae 2021 Form 10-K 139

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 7, Short-Term and Long-Term Debt.”

• For information about our mortgage purchase commitments, leases and other purchase obligations, see “Note

16, Commitments and Contingencies.”

Our contractual obligations also include $1.2 billion in cash received as collateral and future cash payments due under

our unconditional and legally binding obligations to fund low-income housing tax credit 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, 2021, see “Guaranty Book of Business” and “Off-Balance Sheet Arrangements” earlier in this

section;

• 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 8, Derivative Instruments.”

MD&A | Liquidity and Capital Management

Fannie Mae 2021 Form 10-K 140

Other Investments Portfolio

The chart below displays information on the composition of our other investments portfolio. The balance of our other

investments 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.

Our other investments portfolio decreased during 2021 primarily as a result of a change in how funds held by

consolidated trusts are invested, which resulted in a decrease in our holdings of U.S. Treasury securities. In the first

quarter of 2021, we began to invest funds held by consolidated trusts directly in eligible short-term third-party

investments. As the funds underlying these investments are restricted per the trust agreements, these securities are not

considered in our sources of liquidity and are excluded from our other investments portfolio. Prior to this change, funds

held by consolidated trusts were invested in Fannie Mae short-term debt, as allowed by the trust agreements. We then

invested those proceeds in unrestricted short-term investments, which were included in our other investments portfolio.

This change did not materially alter our liquidity position.

We used cash and other liquid assets that accumulated in 2020 to fund our operations during 2021; however, our other

investments portfolio remains elevated from pre-pandemic levels. Due to lower overall funding needs in 2021, we

reduced our debt issuances during this period, which also resulted in a reduction in our other investments portfolio as

maturing investments were not replaced. In addition, we reduced our investments in securities purchased under

agreements to resell and invested more in overnight repurchase agreements, which are classified as cash equivalents,

as a result of market conditions.

Other Investments Portfolio

(Dollars in billions)

$21.2

$38.3

$42.4

$13.6

$28.2

$7.2

$39.5

$130.5

$83.6

$74.3

$197.0

$133.2

Cash and cash equivalents¹

Securities purchased under agreements to resell or similar arrangements

U.S. Treasury securities

Other investments portfolio

12/31/2019 12/31/2020 12/31/2021

(1)

Cash equivalents are composed of overnight repurchase agreements and U.S. Treasuries that have a maturity at the date of acquisition of

three months or less.

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.

Standard & Poor’s Global Ratings (“S&P”), Moody’s Investors Services (“Moody’s”) and Fitch Ratings Limited (“Fitch”)

have all indicated that, if they were to lower the sovereign credit ratings on the U.S., they would likely lower their ratings

on the debt of Fannie Mae and certain other government-related entities. In addition, actions by governmental entities

impacting Treasury’s support for our business or our debt securities could adversely affect the credit ratings of our

senior unsecured debt. See “Risk Factors—Liquidity and Funding Risk” for a discussion of the risks to our business

relating to a decrease in our credit ratings, which could include an increase in our borrowing costs, limits on our ability to

issue debt, and additional collateral requirements under our derivatives contracts.

MD&A | Liquidity and Capital Management

Fannie Mae 2021 Form 10-K 141

The table below displays the credit ratings issued by the three major credit rating agencies.

Fannie Mae Credit Ratings

As of December 31, 2021

S&P Moody’s Fitch

Long-term senior debt AA+ Aaa AAA

Short-term senior debt A-1+ P-1 F1+

Preferred stock D Ca(hyb) C/RR6

Outlook Stable Stable

Negative

(for Long-Term Senior Debt)

(for AAA rated Long-Term

Issuer Default Ratings)

Cash Flows

Year Ended December 31, 2021. Cash, cash equivalents and restricted cash and cash equivalents decreased from

$115.6 billion as of December 31, 2020 to $108.6 billion as of December 31, 2021. 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) the redemption of funding debt, which outpaced issuances, primarily for the reasons described

above.

Partially offsetting these cash outflows were cash inflows primarily from (1) the sale of Fannie Mae MBS to third parties,

(2) proceeds from repayments and sales of loans, and (3) a decrease in our investment in U.S. Treasury securities.

Year Ended December 31, 2020. Cash, cash equivalents and restricted cash increased from $61.4 billion as of

December 31, 2019 to $115.6 billion as of December 31, 2020. The increase was primarily driven by cash inflows from

(1) proceeds from repayments and sales of loans, (2) the sale of Fannie Mae MBS to third parties, and (3) the issuance

of funding debt, which outpaced redemptions, primarily for the reasons described above.

Partially offsetting these cash inflows were cash outflows primarily from (1) payments on outstanding debt of

consolidated trusts, (2) purchases of loans held for investment, and (3) an increase in our investment in U.S Treasury

securities.

Capital Management

Capital Requirements

As discussed below, we currently have a significant deficit of core capital relative to our statutory minimum capital

requirement. Moreover, the enterprise regulatory capital framework, when it is fully applicable, will require us to hold

more capital than the statutory requirement.

Statutory Minimum Capital

FHFA stated that, during conservatorship, our statutory regulatory capital requirements, as well as prior FHFA-directed

regulatory capital requirements, will not be binding and that FHFA will not issue quarterly capital classifications. See

“Note 12, Regulatory Capital Requirements” for information on the amount of regulatory capital we held as of December

31, 2021. The deficit of our core capital relative to statutory minimum capital established in the GSE Act was

$100.3 billion as of December 31, 2021 and $124.3 billion as of December 31, 2020. Under the statutory capital

requirements, core capital, as defined, does not include the value of the senior preferred stock.

Enterprise Regulatory Capital Framework

FHFA established an enterprise regulatory capital framework pursuant to its authority under the GSE Act, as described

in “Business—Legislation and Regulation—GSE-Focused Matters—Capital.” The enterprise regulatory capital

framework requires significantly higher levels of capital than what is required under our statutory minimum capital

requirements. The enterprise regulatory capital framework went into effect in February 2021, but we are not currently

required to hold capital according to the framework’s requirements. The dates on which we must comply with the

quantitative requirements of the enterprise regulatory capital framework are staggered and largely dependent on

whether we remain in conservatorship. We are required to report capital amounts as determined under the enterprise

regulatory capital framework for periods beginning after 2021. As of December 31, 2021, we had a significant deficit

relative to the amount of capital required under the enterprise regulatory capital framework.

MD&A | Liquidity and Capital Management

Fannie Mae 2021 Form 10-K 142

Capital Assessment Process

During 2021, we continued to develop capital management capabilities to align with requirements under the enterprise

regulatory capital framework and to formalize our approach to assessing the adequacy of our capital to support current

and future activities. Our approach includes our methodology for determining capital targets, ongoing monitoring, and

internal communication regarding our capital position and adequacy. As part of our approach, we have established

guidance on capital management considerations for use by decisionmakers, allowing them to assess relevant factors

and exercise their discretion appropriately depending on circumstances. We actively monitor our current capital levels

and anticipated changes in available and required capital. As part of managing our capital, we engage in planning for

actions to take depending on our capital needs. This planning is linked to periodic capital adequacy monitoring, which

enables us to identify and assess actual and potential changes in our capital levels and requirements.

Capital Activity

Under the terms governing the senior preferred stock, no dividends were payable to Treasury for the fourth quarter of

2021 and none are payable for the first quarter of 2022. Also, the aggregate liquidation preference of the senior

preferred stock increased to $163.7 billion as of December 31, 2021 and will further increase to $168.9 billion as of

March 31, 2022. As of December 31, 2021, our net worth was $47.4 billion. See “Business—Conservatorship, Treasury

Agreements and Housing Finance Reform—Treasury Agreements” for more information on the terms of our senior

preferred stock.

Risk Management

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 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 (“ERM”): Integrating with Strategy and Performance

framework.

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.

• 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. Market risk also includes spread risk, which can result in losses

from changes in the spreads between our mortgage assets and our debt and derivatives we use to hedge our

position.

• 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 and systems or disruptions from external events. Operational risk includes cyber/information security

risk, third-party risk and model risk.

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.

MD&A | Liquidity and Capital Management

Fannie Mae 2021 Form 10-K 143

• 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.

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.”

Components of Risk Management

Our risk management program is composed of four inter-related components that are designed to work together as a

comprehensive risk management system aimed at enhancing our performance.

MD&A | Risk Management

Fannie Mae 2021 Form 10-K 144

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.

Mortgage Credit Risk Management Overview

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 more information on how we manage mortgage credit risk, see “Business—

Managing Mortgage Credit Risk,” “Single-Family Business—Single-Family Mortgage Credit Risk Management,” and

“Multifamily Business—Multifamily Mortgage Credit Risk Management.”

Climate Change and Natural Disaster Risk Management

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 are able and willing to 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 and borrowers with equity in their homes continuing to pay their mortgages.

For our multifamily loans, our multifamily lenders typically share with us approximately one-third of the credit risk

through our DUS program. For single-family and multifamily loans covered in back-end credit risk transfer transactions,

we retain a portion of the risk of future losses, including all or a portion of the first loss risk in most transactions. To the

extent weather and disaster-related losses on loans covered by these transactions were to exceed the amount of first

loss we retain, a portion of those losses would be covered by the transactions. Mortgage insurance does not protect us

from default risk for properties that suffer damages not covered by the hazard or flood insurance we require. For more

MD&A | Risk Management

Fannie Mae 2021 Form 10-K 145

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,

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. We do not generally require property insurance to cover damages from flooding in areas outside a Special Flood

Hazard Area, or to cover earthquake damage to single-family properties or to multifamily properties unless required by a

seismic-risk assessment.

In October 2021, FEMA launched Risk Rating 2.0, which is an actuarial and risk-based approach to pricing flood

insurance premiums for properties based on their flood risk, irrespective of whether they are located in a Special Flood

Hazard Area. Since October 1, 2021, all new flood insurance policies through FEMA’s National Flood Insurance

Program (“NFIP”) have been subject to Risk Rating 2.0 premiums, and all remaining policies that renew after April 1,

2022 will be subject to the premiums. We expect the majority of households with insurance through the NFIP will

experience a premium decrease or a slight increase. However, we expect a small fraction of those households will

encounter significant increases in their annual flood insurance premiums. There is a statutory limit of annual increases

in flood insurance premiums of 18%, which will mean some households will experience multiple years of increases. As

Risk Rating 2.0 becomes applicable to an increasing number of policyholders and premiums increase in the coming

years, the significant increase in premiums that will apply to some properties and communities may impact insurance

affordability, uptake, and the maintenance of ongoing coverage, as well as property values. As of December 31, 2021,

2.9% of loans in our single-family guaranty book of business and 6.3% of loans in our multifamily guaranty book of

business were located in a Special Flood Hazard Area, for which we require flood insurance.

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’s Disaster Response Network

offers renters and single-family borrowers free financial counseling from HUD-approved housing advisors, including help

in developing a recovery assessment and action plan, filing claims, working with mortgage servicers, and identifying and

navigating sources of federal, state and local assistance. We also have a dedicated team at Fannie Mae focused on

coordinating company-wide efforts to support communities affected by natural disasters as they recover. These activities

are designed to assist renters and borrowers affected by disasters and thereby help reduce our losses, and we continue

to evaluate their impact and seek new options and resources to deploy in response to disasters.

Recent years have seen frequent and severe natural disasters in the U.S., including hurricanes, wildfires and floods.

Population growth and an increase in people living in high-risk areas, such as coastal areas vulnerable to severe storms

and flooding, has also increased the impact of these events. Low- and moderate-income and minority households are

disproportionately exposed to risks from severe weather events and have limited financial resources to withstand the

economic impact.

The frequency and intensity of major weather-related events are indicative of climate change, the impacts of which are

expected to persist and worsen in the future. The Intergovernmental Panel on Climate Change (“IPCC”), the United

Nations’ climate science research group, released their Sixth Assessment Report, Climate Change 2021: The Physical

Science Basis. The working group that developed the report consisted of over 200 authors from over 50 countries. The

report concluded that it was unequivocal that humans have warmed the climate and that many of the changes cannot

be undone in our lifetime.

We recognize that the increased frequency and intensity of major natural disasters poses risks for all stakeholders in the

housing system, including borrowers, renters, lenders, investors, insurers and us. We have a Climate Impact team that

is actively working to understand our exposures, identify best practices and strategies to mitigate the impacts such

events can have on our guaranty book, sellers, servicers, and borrowers, and increase awareness on this issue. In

2021, we elevated the priority of climate-related issues from an organizational perspective by naming a Chief Climate

Officer to identify risks and opportunities while partnering with constituents across the enterprise. We also increased the

resources for the Climate Impact team from a staffing and budgeting perspective. Furthermore, we accelerated our

focus in analyzing our physical and transition risks, while also reviewing the landscape of modeling approaches

(catastrophe vs. climate models) and data needs to improve predictive results. From a mitigation perspective, we are

reviewing internal and external policies to identify changes to address rising climate-related risks. Additionally, we are

MD&A | Risk Management | Climate Change and Natural Disaster Risk Management

Fannie Mae 2021 Form 10-K 146

exploring climate-related transition scenarios and their applicability to our business. In 2021, raising awareness on

issues related to climate risk was a priority for us. We responded to request-for-information opportunities from FHFA and

FEMA to share our perspective and highlight areas of focus that we believe regulators and other stakeholders should

prioritize. We completed analysis on a nationwide flood survey and, in 2021, produced research and analysis to share

our insights and analysis with external stakeholders. Finally, we have maintained our focus on improving our internal

risk framework so that it more adequately considers climate-related risks.

Addressing climate and natural disaster risks will be critical to Fannie Mae 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 resiliency of properties will take time, we are also focused on examining insurance

requirements to promote 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 on 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, including additional ways that such events could negatively impact our business, results and liquidity.

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 sellers and servicers;

• financial institutions that issue investments included in our other investments portfolio; and

• derivatives counterparties.

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 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 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.

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.

MD&A | Risk Management | Climate Change and Natural Disaster Risk Management

Fannie Mae 2021 Form 10-K 147

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 adjusted daily.

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. In recent

years, the risk of coverage rescission has been mitigated both by the quality control standards required by private

mortgage insurer eligibility requirements (“PMIERs”), which have helped reduce the number of significant underwriting

defects, and also by rescission relief principles we require in mortgage insurer master policies. Generally, the rescission

relief principles align with our representations and warranties 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. See below for a discussion of the PMIERs.

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 $692.3 billion, or 20% of our single-family conventional guaranty book of

business, as of December 31, 2021, compared with $675.0 billion, or 21% of our single-family conventional guaranty

book of business, as of December 31, 2020.

“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, 2021, our total mortgage insurance risk in force was $176.8 billion,

MD&A | Risk Management | Institutional Counterparty Credit Risk Management

Fannie Mae 2021 Form 10-K 148

or 5% of our single-family conventional guaranty book of business, compared with $171.2 billion, or 5% of our single-

family conventional guaranty book of business, as of December 31, 2020.

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 approximately 10% or more of the risk-in-

force mortgage insurance coverage on the single-family loans in our conventional guaranty book of business.

Mortgage Insurer Concentration

(1)

As of December 31, 2020

21%

19%

18%

16%

As of December 31, 2021

19%

17%

19%

17%

16%

11%

Arch Capital Group Ltd. Radian Guaranty, Inc. Mortgage Guaranty Insurance Corp.

Genworth Mortgage Insurance Corp. Essent Guaranty, Inc. National Mortgage Insurance Corp.

Others

(1)

Insurance coverage amounts provided for each counterparty may include coverage provided by affiliates and subsidiaries of the

counterparty.

As of December 31, 2021, and 2020, 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. 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,

including the risks associated with our three mortgage insurance counterparties that are in run-off.

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.

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

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

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Fannie Mae 2021 Form 10-K 149

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.

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

As of December 31, 2020

43%

57%

As of December 31, 2021

42%

58%

Top 5 Others

• As of December 31, 2021, our CIRT counterparties had a maximum liability to us of $12.6 billion.

• As of December 31, 2021, $3.6 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 $5.4 billion as of December 31, 2021,

compared with $4.9 billion as of December 31, 2020.

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 $97.6 billion as of December 31, 2021,

compared with $92.9 billion as of December 31, 2020. As of December 31, 2021, 52% of our maximum potential loss

recovery on multifamily loans was from five DUS lenders as compared with 51% as of December 31, 2020.

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

range from large depositories to independent non-bank financial institutions. As of December 31, 2021, approximately

33% 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 35% as of December 31, 2020. 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.

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Mortgage Servicers and Sellers

Mortgage Servicers

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. We likely would incur costs and potential increases in servicing fees and could also face

operational risks if we replace a mortgage servicer. If a mortgage servicer defaults, 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:

• establishing minimum standards and financial requirements for our servicers;

• monitoring financial and portfolio performance as compared with peers and internal benchmarks; and

• for our largest mortgage servicers, conducting periodic financial reviews to confirm compliance with servicing

guidelines and servicing performance expectations.

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 necessary.

A large portion of our single-family guaranty book is serviced by non-depository servicers, particularly our delinquent

single-family loans. Compared with depository financial institutions, these institutions pose additional risks to us

because they may not have the same financial strength or operational capacity, or be subject to the same level of

regulatory oversight, as our largest mortgage servicer counterparties, which are mostly 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. We require single-family non-depository servicers to meet minimum liquidity requirements to maintain

eligibility with Fannie Mae. We actively monitor the financial condition and capital adequacy of these non-depository

servicers, including their compliance with our requirements.

In June 2020, FHFA announced that it would re-propose the minimum financial eligibility requirements for Fannie Mae

and Freddie Mac sellers and servicers due to market volatility driven by the COVID-19 pandemic. In January 2021,

FHFA issued its re-proposal which, if adopted as proposed, may increase capital and liquidity requirements for our

single family non-depository sellers and servicers.

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The charts below display the percentage of our single-family 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

As of December 31, 2020

24%

52%

As of December 31, 2021

21%

23%

56%

Top 5 depository servicers Top 5 non-depository servicers Others

• As of December 31, 2021, Wells Fargo Bank, N.A., together with its affiliates, serviced approximately 10% of

our single-family guaranty book of business, compared with 13% as of December 31, 2020.

The charts below display the percentage of our multifamily guaranty book of business serviced by our top five

multifamily mortgage servicers.

Multifamily Mortgage Servicer Concentration

As of December 31, 2020

48%

52%

As of December 31, 2021

47%

53%

Top 5 Others

• As of December 31, 2021 and 2020, Walker & Dunlop, LLC and Wells Fargo Bank, N.A., together with its

affiliates, each serviced over 10% of our multifamily guaranty book of business.

Counterparty Credit Exposure of Investments Held in our Other Investments

Portfolio

The primary credit exposure associated with investments held in our other investments 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

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Fannie Mae 2021 Form 10-K 152

effect on our earnings, liquidity, financial condition and net worth. We believe the risk of default is low because our other

investments portfolio consists of instruments broadly traded in the financial markets, including cash and cash

equivalents, securities purchased under agreements to resell or similar arrangements and U.S. Treasury securities.

As of December 31, 2021, our other investments portfolio totaled $133.2 billion and included $83.6 billion of U.S.

Treasury securities. As of December 31, 2020, our other investments portfolio totaled $197.0 billion and included $130.5

billion of U.S. Treasury securities. We mitigate our risk by monitoring the credit risk position of our other investments

portfolio. As of December 31, 2021, we held $7.7 billion in overnight unsecured deposits with four financial institutions,

compared with $8.1 billion held with four financial institutions as of December 31, 2020. 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—Other Investments Portfolio” for more information on

our other investments portfolio.

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.

Historically, our risk management derivative transactions have been made pursuant to bilateral contracts with a specific

counterparty governed by the terms of an International Swaps and Derivatives Association Inc. master agreement.

Pursuant to regulations implementing the Dodd-Frank Act, we are required to submit certain categories of interest-rate

swaps to a derivatives clearing organization. We refer to our derivative transactions made pursuant to bilateral contracts

as our OTC derivative transactions and our derivative transactions 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.

We estimate our exposure to credit loss on derivative instruments by calculating the replacement cost, on a present

value basis, to settle at current market prices all outstanding derivative contracts in a net gain position at the

counterparty level where the right of legal offset exists.

As of December 31, 2021, we had twelve counterparties with which we may transact OTC derivative transactions, all of

which were subject to enforceable master netting arrangements, compared with thirteen counterparties as of December

31, 2020. We had outstanding notional amounts with all of these OTC counterparties, and the highest concentration by

total outstanding notional amount was approximately 6% as of December 31, 2021 compared with 4% as of December

31, 2020, measured based on all derivatives outstanding.

Total exposure represents our exposure to credit loss on derivative instruments less the cash and non-cash collateral

posted by our counterparties to us. This does not include collateral held in excess of exposure. Our total exposure to

credit loss on derivative instruments was less than $1 million as of December 31, 2021 and $179 million as of

December 31, 2020.

See “Note 8, Derivative Instruments” and “Note 14, Netting Arrangements” for additional information on our derivative

contracts as of December 31, 2021 and 2020.

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Other Counterparties

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, and our risk exposure to Freddie Mac

is expected to increase as we issue more structured securities backed by Freddie Mac securities going forward. In the

event Freddie Mac were to fail (for credit or operational reasons) to make a payment on a payment date 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, as the amount of

structured securities we issue that are backed by Freddie Mac securities grows, if Freddie Mac were to fail to meet its

obligations to us 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.

As of December 31, 2021, approximately $212.3 billion in Freddie Mac securities were backing Fannie Mae-issued

structured securities. As of December 31, 2020, approximately $137.3 billion in Freddie Mac securities were backing

Fannie Mae-issued structured securities. See “Business—Mortgage Securitizations—Uniform Mortgage-Backed

Securities, or UMBS” and “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 and are exposed to the risk that FICC fails to

perform. As a clearing member of FICC, we are exposed to the risk that the CCP 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 contracts 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 loss is remote due to the FICC's initial and daily mark-to-market margin 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.

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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

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 large portion 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 from our mortgage

asset investments. Interest-rate risk is the risk that movements in benchmark interest rates could adversely affect the

fair value of our assets or liabilities or our future earnings. Spread risk represents the change in an instrument’s fair

value related to factors other than changes in the benchmark interest rate.

Interest-Rate Risk Management

Our goal is to manage market risk from our net portfolio to be neutral to movements in interest rates and volatility,

subject to model constraints and prevailing market conditions. 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,

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Fannie Mae 2021 Form 10-K 155

the assumptions of our models may no longer accurately capture or reflect the changing conditions. On a continuous

basis, management makes judgments about the appropriateness of the risk assessments indicated by the models. See

“Risk Factors—Operational Risk” for a discussion of the risks associated with our reliance on models to manage risk.

Sources of Interest-Rate Risk Exposure

We are exposed to interest-rate risk through our “net portfolio,” which we define as our retained mortgage portfolio

assets; other investments portfolio; outstanding debt of Fannie Mae used to fund the retained mortgage portfolio assets

and other investments portfolio; and mortgage commitments and risk management derivatives.

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. For single-family loans, borrowers have the option to prepay at any time without

penalty before the scheduled maturity date or continue paying until the stated maturity. Given this prepayment option

held by the borrower, we are exposed to uncertainty as to when or at what rate prepayments will occur, which affects

the length of time our mortgage assets will remain outstanding and the timing of the cash flows related to these assets.

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. Additionally, 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 Deferred Amortization Income” for

more information on our outstanding net cost basis adjustments related to consolidated MBS trusts.

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 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-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 have actively

managed 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.

We do not currently actively manage or hedge our spread risk, other than through asset monitoring and disposition, or

the interest-rate risk arising from cost basis adjustments 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 and “Earnings Exposure to Interest-Rate Risk” below for the impact of market risk on our earnings.

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Fannie Mae 2021 Form 10-K 156

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

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. Derivative instruments

may be privately negotiated contracts, which are often referred to as over-the-counter derivatives, or they may be listed

and traded on an exchange. When deciding whether to use derivatives, we consider a number of factors, such as cost,

efficiency, the effect on our liquidity and results of operations, and our interest-rate risk management strategy.

The derivatives we use for interest-rate risk management purposes fall into these broad categories:

• Interest-rate swap contracts. An interest-rate swap is a transaction between two parties in which each agrees to

exchange, or swap, interest payments. The interest payment amounts are tied to different interest rates or

indices for a specified period of time and are generally based on a notional amount of principal. The types of

interest-rate swaps we use include pay-fixed swaps, receive-fixed swaps and basis swaps.

• Interest-rate option contracts. These contracts primarily include pay-fixed swaptions, receive-fixed swaptions,

cancellable swaps and interest-rate caps. A swaption is an option contract that allows us or a counterparty to

enter into a pay-fixed or receive-fixed swap at some point in the future.

• Foreign currency swaps. These swaps convert debt that we issue in foreign denominated currencies into U.S.

dollars. We enter into foreign currency swaps only to the extent that we hold foreign currency debt.

• Futures. These are standardized exchange-traded contracts that either obligate a buyer to buy an asset or a

seller to sell an asset, in each case at a predetermined date and price. The types of futures contracts we enter

into include SOFR and U.S. Treasuries.

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 continuous 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.

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Fannie Mae 2021 Form 10-K 157

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 U.S. LIBOR interest-rate swap curve.

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.

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 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 yield curve for the three

months ended December 31, 2021 and 2020.

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. There are three primary differences

between our monthly sensitivity disclosure and the quarterly sensitivity disclosure presented below:

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Fannie Mae 2021 Form 10-K 158

• 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.

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

Curve

As of December 31,

(1)(2)

2021 2020

(Dollars in millions)

Rate level shock:

-100 basis points $ (184) $ (179)

-50 basis points (69) 8

+50 basis points 54 (111)

+100 basis points 75 (154)

Rate slope shock:

-25 basis points (flattening) (8) (9)

+25 basis points (steepening) 8 4

For the Three Months Ended December 31,

(1)(3)

2021 2020

Duration

Gap

Rate Slope

Shock 25 bps

Rate Level

Shock 50 bps

Duration

Gap

Rate Slope

Shock 25 bps

Rate Level

Shock 50 bps

Market Value Sensitivity Market Value Sensitivity

(In years) (Dollars in millions) (In years) (Dollars in millions)

Average (0.05) $ (5) $ (77) 0.02 $ (32) $ (46)

Minimum (0.09) (10) (110) (0.03) (51) (129)

Maximum 0.00 1 (25) 0.08 (9) 27

Standard deviation 0.02 3 17 0.03 14 49

(1)

Computed based on changes in U.S. LIBOR interest-rate swap curves.

(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. Because the effective duration gap of our net portfolio was close to

zero years in the periods presented, the convexity exposure was the primary driver of the market value sensitivity of our

net portfolio as of December 31, 2021. In addition, the convexity exposure may result in similar market value

sensitivities for positive and negative interest-rate shocks of the same magnitude.

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Fannie Mae 2021 Form 10-K 159

We use derivatives to help manage the residual interest-rate risk exposure between our 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.

Derivative Impact on Interest-Rate Risk (50 Basis Points)

As of December 31,

(1)

2021 2020

(Dollars in millions)

Before derivatives $ (539) $ (613)

After derivatives (69) 8

Effect of derivatives 470 621

(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 as discussed above, 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 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.

In January 2021, we began applying fair value hedge accounting to address some of the exposure to interest rates,

particularly the earnings volatility related to changes in benchmark interest rates, including LIBOR and SOFR. Although

our hedge accounting program is designed to address the volatility of our financial results associated with changes in

fair value related to changes in the benchmark interest rates, 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, 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 daily to provide flexibility in our overall risk management strategy.

See “Consolidated Results of Operations—Hedge Accounting Impact,” “Note 1, Summary of Significant Accounting

Policies” and “Note 8, 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 from

external events. Our corporate operational risk framework aligns with our Enterprise Risk policy, as well as the COSO

Enterprise Risk Management framework, and has evolved based on the changing needs of our businesses and FHFA

regulatory guidance. The Operational Risk Management group is responsible for overseeing and monitoring compliance

with our operational risk program’s requirements. Operational Risk Management 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 appropriate, we purchase insurance policies to mitigate the

impact of operational losses.

See “Risk Factors—Operational Risk” for more information regarding our operational risk and “Risk Management” for

more information regarding our governance of operational risk management.

MD&A | Risk Management | Market Risk Management, including Interest-Rate Risk Management

Fannie Mae 2021 Form 10-K 160

Cybersecurity Risk Management

Our operations rely on the secure receipt, processing, storage and transmission 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 significantly increased in recent years and from time to time we have been, and likely will

continue to be, the target of attempted cyber attacks and other information security threats. These risks are an

unavoidable result of being in business, and managing these risks is part of our business activities.

We have developed and continue to enhance our cybersecurity risk management program to protect the security of our

computer systems, software, networks and other technology assets against unauthorized attempts to access

confidential information or to disrupt or degrade business operations. Our cybersecurity risk management program

aligns to the COSO Enterprise Risk Management framework and the National Institute of Standards and Technology

Framework for Improving Critical Infrastructure Cybersecurity, and has evolved based on the changing needs of our

business, the evolving threat environment and FHFA regulatory guidance. Our cybersecurity risk management program

extends to oversight of third parties that could be a source of cybersecurity risk, including lenders that use our systems

and third-party service providers. We examine the effectiveness and maturity of our cyber defenses through various

means, including internal audits, targeted testing, incident response exercises, maturity assessments and industry

benchmarking. We continue to strengthen our partnerships with the appropriate government and law enforcement

agencies and with other businesses and cybersecurity services in order to understand the full spectrum of cybersecurity

risks in the environment, enhance our defenses and improve our resiliency against cybersecurity threats. We also have

obtained insurance coverage relating to cybersecurity risks. To date, we have not experienced any material losses

relating to cyber attacks. However, recent large-scale cyber attacks suggest that the risk of damaging cyberattacks is

increasing. As a result, we anticipate increasing our investments in our cybersecurity infrastructure. For a discussion of

our Board of Directors’ role in overseeing the company’s cybersecurity risk management, see “Directors, Executive

Officers and Corporate Governance—Corporate Governance—Risk Management Oversight—Board's Role in

Cybersecurity Risk Oversight.”

Despite our efforts to ensure the integrity of our software, computers, systems and information, we may not be able to

anticipate, detect or recognize threats to our systems and assets, or to implement effective preventive measures against

all cyber threats, especially because the techniques used are increasingly sophisticated, change frequently, are

complex and are often not recognized until launched. In addition, we have discussed and worked with lenders, vendors,

service providers, counterparties and other third parties to develop secure transmission capabilities and protect against

cyber attacks, but we do not have, and may be unable to put in place, secure capabilities with all of our clients, vendors,

service providers, counterparties and other third parties, and we may not be able to ensure that these third parties have

appropriate controls in place to prevent cyber attacks. See “Risk Factors—Operational Risk” for additional discussion of

cybersecurity risks to our business.

Model Risk Management

Our internal models require numerous assumptions and there are inherent limitations in any methodology used to

estimate macroeconomic factors such as home prices, unemployment and interest rates, and their impact on borrower

behavior. When market conditions change rapidly and dramatically, the assumptions of our models may no longer

accurately capture or reflect the changing conditions. Management periodically makes judgments about the

appropriateness of the risk assessments indicated by the models. See “Risk Factors—Operational Risk” for a

discussion of the risks associated with our use of models.

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 policies and estimates with the Audit Committee of our Board of

Directors. See “Risk Factors” 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

MD&A | Risk Management | Operational Risk Management

Fannie Mae 2021 Form 10-K 161

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 credit 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 credit losses relate to the 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, which drive

prepayment speeds and impact the measurement of the interest-rate concession provided on modified loans. For

multifamily, the model uses forecasted rental income and property valuations. For purposes of the macroeconomic

sensitivities disclosed below, we have determined that our single-family home price forecast and interest rate forecast

are the most significant judgments used in our estimation of credit losses for the year ended December 31, 2021.

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. The models use

reasonable and supportable forecasts for key macroeconomic drivers.

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.

Qualitative Component, including Management Adjustments

Our process for measuring expected credit losses for the period 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 (such as new or more infectious variants of the COVID-19 virus or the effects of economic

stimulus) are also considered, as well as the uncertainty of their impact on credit loss estimates. As of December 31,

2020, management applied its judgment and supplemented model results to reflect the continued high degree of

uncertainty regarding the future impact of the pandemic and its effect on the economy. As of December 31, 2021,

management has removed the remaining non-modeled adjustment as the effects of the government’s economic

stimulus, the vaccine rollout, and the effectiveness of COVID-19-related loss mitigation strategies were much less

uncertain. Additionally, we believe the array of possible future economic environments included in our credit model,

which captures scenarios that may be remote, combined with data consumed over the course of the COVID-19

pandemic, such as forbearance outcomes, have removed the need to continue to supplement modeled results.

Macroeconomic Variables and Sensitivities

Our credit-related income or expense 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. 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. 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.

MD&A | Critical Accounting Estimates

Fannie Mae 2021 Form 10-K 162

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 a mean path of those simulations used in determining the allowance

for each quarter during the year ended December 31, 2021, and how those forecasts have changed between periods of

estimate. Below we present the two succeeding periods used in our estimate of expected credit losses. The forecasts

consider periods beyond those presented below. See “Key Market Economic Indicators” for additional information about

how home prices affect our loan loss estimates, including a discussion of home price appreciation and our home price

forecast. Also see “Consolidated Results of Operations—Credit-Related Income (Expense)” for a discussion of how our

home price forecast impacted our 2020 and 2021 single-family benefit (provision) for credit losses.

Select Single-Family Macroeconomic Model Inputs

(1)

Forecasted home price growth rate by period of estimate:

(2)

For the Full Year ending December 31,

2021 2022 2023

Fourth Quarter 2021 18.8 % 8.2 % 2.9 %

Third Quarter 2021 18.4 7.9 2.4

Second Quarter 2021 14.8 5.4 2.5

First Quarter 2021 8.8 2.5 1.7

Forecasted 30-year interest rates by period of estimate:

(3)

Through the end

of December 31,

For the Full Year ending

December 31,

2021 2022 2023

Fourth Quarter 2021 3.2 % 3.5 % 3.7 %

Third Quarter 2021 3.1 3.4 3.7

Second Quarter 2021 3.1 3.4 3.6

First Quarter 2021 3.1 3.3 3.6

(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 “Research and Insights”

section of our website, fanniemae.com.

(2)

These estimates are based on our 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 continually 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 forecast data we used in estimating 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, through the date of filing, to ensure the reasonableness of the inputs used to calculate estimated credit losses.

(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. Through the year ending 2021, forecasts represent the average forecasted rate from the

quarter-end through the end of December 31, 2021. The fourth quarter of 2021 interest rate represents the 30-year interest rate as of

December 31, 2021.

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 credit 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 price appreciation, assuming a one-percent increase 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 allowance for loan losses as of December 31, 2021 would decrease by approximately 2%. Conversely, assuming a

MD&A | Critical Accounting Estimates

Fannie Mae 2021 Form 10-K 163

one-percent decrease in the home price growth rate for the first twelve months of the forecast, on a normalized basis,

the allowance for loan losses would increase by approximately 2%.

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 allowance for loan losses as of December 31,

2021 would increase by approximately 6%. Conversely, assuming a 50-basis point decrease in 30-year interest rates,

the allowance for loan losses would decrease by approximately 7%.

These sensitivity analyses are hypothetical. 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 4, Allowance for Loan Losses” for additional information about our current

period benefit (provision) for loan losses, including a discussion of the estimates used in measuring the impact of the

COVID-19 pandemic on our allowance.

See “Key Market Economic Indicators” for additional information about how home prices affect our loan loss estimates,

including a discussion of home price appreciation and our home price forecast. Also see “Consolidated Results of

Operations—Credit-Related Income (Expense)” for a discussion on how our home price forecast impacted our 2020 and

2021 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.

“Alt-A mortgage loan” or “Alt-A loan” generally refers to a mortgage loan originated under a lender’s program offering

reduced or alternative documentation than that required for a full documentation mortgage loan but may also include

other alternative product features. As a result, Alt-A mortgage loans have a higher risk of default than non-Alt-A

mortgage loans. We classify certain loans as Alt-A so that we can discuss our exposure to Alt-A loans in this report and

elsewhere. However, there is no universally accepted definition of Alt-A loans. In reporting our Alt-A exposure, we have

classified mortgage loans as Alt-A if and only if the lenders that delivered the mortgage loans to us classified the loans

as Alt-A, based on documentation or other product features. We have loans with some features that are similar to Alt-A

mortgage loans that we have not classified as Alt-A because they do not meet our classification criteria. We do not rely

solely on our classifications of loans as Alt-A to evaluate the credit risk exposure relating to these loans in our single-

family conventional guaranty book of business. For more information about the credit risk characteristics of loans in our

single-family guaranty book of business, see “Single-Family Business—Single-Family Mortgage Credit Risk

Management,” “Note 3, Mortgage Loans.” We have classified private-label mortgage-related securities held in our

retained mortgage portfolio as Alt-A if the securities were labeled as such when issued.

“Amortization income” refers to income resulting from the amortization of cost basis adjustments, including premiums

and discounts on mortgage loans and securities, as a yield adjustment over the contractual life of the loan or security.

These basis adjustments often result from upfront fees that we receive at the time of loan acquisition primarily 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.

“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.

MD&A | Critical Accounting Estimates

Fannie Mae 2021 Form 10-K 164

“CECL standard” refers to Accounting Standards Update 2016-13, Financial Instruments—Credit Losses, Measurement

of Credit Losses on Financial Instruments and related amendments.

“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.

“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.

“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.

“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 6, 2008. For more information on FHFA’s authority as our conservator and as our regulator, see “Business—

Conservatorship, Treasury Agreements and Housing Finance Reform” and “Business—Legislation and Regulation—

GSE-Focused Matters.”

“GSE Act” refers to the Federal Housing Enterprises Financial Safety and Soundness Act of 1992, as amended,

including by the Housing and Economic Recovery Act of 2008. We are subject to regulation applicable to us pursuant to

the GSE Act, as described in “Business—Legislation and Regulation.”

“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.

“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.

“Loss reserves” consists of our allowance for loan losses and our reserve for guaranty losses. Through December 31,

2019, loss reserves reflect our estimate of the probable losses we have incurred in our guaranty book of business,

including concessions we granted borrowers upon modification of their loans. Since our adoption of the CECL standard

on January 1, 2020, our loss reserves reflect our estimate of lifetime expected credit losses rather than solely incurred

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

MD&A | Glossary of Terms Used in This Report

Fannie Mae 2021 Form 10-K 165

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 or previously-

issued structured securities. As described in “Business—Mortgage Securitizations—Uniform Mortgage-Backed

Securities, or UMBS,” structured securities can be commingled—that is, they can include both Fannie Mae securities

and Freddie Mac securities as the underlying collateral for the security.

“Subprime private-label securities” generally refers to private-label mortgage-related securities held in our retained

mortgage portfolio that were labeled as subprime when issued.

“TCCA fees” refers to the expense recognized as a result of the 10 basis point increase in guaranty fees on all single-

family residential 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 remit to Treasury on

a quarterly basis.

“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.

MD&A | Glossary of Terms Used in This Report

Fannie Mae 2021 Form 10-K 166

“Uniform Mortgage-Backed Securities” or “UMBS” refers to the securities each of Fannie Mae and Freddie Mac issues

and guarantees that are directly backed by mortgage loans it has acquired as described in “Business—Mortgage

Securitizations—Uniform Mortgage-Backed Securities, or UMBS.”

“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 (“HFI”) to held for sale (“HFS”).

MD&A | Glossary of Terms Used in This Report

Fannie Mae 2021 Form 10-K 167

Item 7A. Quantitative and Qualitative Disclosures about

Market Risk

Information about market risk is set forth in “MD&A—Risk Management—Market Risk Management, including Interest-

Rate Risk Management.”

Item 8. Financial Statements and Supplementary Data

Our consolidated financial statements and notes thereto are included elsewhere in this annual report on Form 10-K as

described below in “Exhibits, Financial Statement Schedules.”

Item 9. Changes in and Disagreements with Accountants on

Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Overview

We are required under applicable laws and regulations to maintain controls and procedures, which include disclosure

controls and procedures as well as internal control over financial reporting, as further described below.

Evaluation of Disclosure Controls and Procedures

Disclosure Controls and Procedures

Disclosure controls and procedures refer to controls and other procedures designed to provide reasonable assurance

that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed,

summarized and reported within the time periods specified in the rules and forms of the SEC. Disclosure controls and

procedures include, without limitation, controls and procedures designed to provide reasonable assurance that

information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated

and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to

allow timely decisions regarding our required disclosure. In designing and evaluating our disclosure controls and

procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can

provide only reasonable assurance of achieving the desired control objectives, and management was required to apply

its judgment in evaluating and implementing possible controls and procedures.

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, management has evaluated, with the participation of our Chief

Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures in effect as of

December 31, 2021, the end of the period covered by this report. As a result of management’s evaluation, our Chief

Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at

a reasonable assurance level as of December 31, 2021 or as of the date of filing this report.

Our disclosure controls and procedures were not effective as of December 31, 2021 or as of the date of filing this report

because they did not adequately ensure the accumulation and communication to management of information known to

FHFA that is needed to meet our disclosure obligations under the federal securities laws. As a result, we were not able

to rely upon the disclosure controls and procedures that were in place as of December 31, 2021 or as of the date of this

filing, and we continue to have a material weakness in our internal control over financial reporting. This material

weakness is described in more detail below under “Management’s Report on Internal Control Over Financial Reporting

—Description of Material Weakness.” Based on discussions with FHFA and the structural nature of this material

weakness, we do not expect to remediate this material weakness while we are under conservatorship.

Management’s Report on Internal Control Over Financial Reporting

Overview

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting, as defined in rules promulgated under the Exchange Act, is a process designed

by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by our Board of

Quantitative and Qualitative Disclosure about Market Risk

Fannie Mae 2021 Form 10-K 168

Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial

reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control

over financial reporting includes those policies and procedures that:

• pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and

dispositions of our assets;

• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial

statements in accordance with GAAP, and that our receipts and expenditures are being made only in

accordance with authorizations of our management and our Board of Directors; and

• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or

disposition of our assets that could have a material effect on our financial statements.

Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives

because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence

and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control

over financial reporting also can be circumvented by collusion or improper override. Because of such limitations, there is

a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial

reporting. However, these inherent limitations are known features of the financial reporting process, and it is possible to

design into the process safeguards to reduce, though not eliminate, this risk.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021. In

making its assessment, management used the criteria established in the Internal Control—Integrated Framework issued

by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in May 2013. Management’s

assessment of our internal control over financial reporting as of December 31, 2021 identified a material weakness,

which is described below. Because of this material weakness, management has concluded that our internal control over

financial reporting was not effective as of December 31, 2021 or as of the date of filing this report.

Our independent registered public accounting firm, Deloitte & Touche LLP, has issued an audit report on our internal

control over financial reporting, expressing an adverse opinion on the effectiveness of our internal control over financial

reporting as of December 31, 2021. This report is included below under the heading “Report of Independent Registered

Public Accounting Firm.”

Description of Material Weakness

The Public Company Accounting Oversight Board’s Auditing Standard 2201 defines a material weakness as a

deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable

possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or

detected on a timely basis.

Management has determined that we continued to have the following material weakness as of December 31, 2021 and

as of the date of filing this report:

• Disclosure Controls and Procedures. We have been under the conservatorship of FHFA since September 6,

2008. Under the GSE Act, FHFA is an independent agency that currently functions as both our conservator and

our regulator with respect to our safety, soundness and mission. Because of the nature of the conservatorship

under the GSE Act, which places us under the “control” of FHFA (as that term is defined by securities laws),

some of the information that we may need to meet our disclosure obligations may be solely within the

knowledge of FHFA. As our conservator, FHFA has the power to take actions without our knowledge that could

be material to our shareholders and other stakeholders, and could significantly affect our financial performance

or our continued existence as an ongoing business. Although we and FHFA attempted to design and implement

disclosure policies and procedures that would account for the conservatorship and accomplish the same

objectives as a disclosure controls and procedures policy of a typical reporting company, there are inherent

structural limitations on our ability to design, implement, test or operate effective disclosure controls and

procedures. As both our regulator and our conservator under the GSE Act, FHFA is limited in its ability to design

and implement a complete set of disclosure controls and procedures relating to Fannie Mae, particularly with

respect to current reporting pursuant to Form 8-K. Similarly, as a regulated entity, we are limited in our ability to

design, implement, operate and test the controls and procedures for which FHFA is responsible.

Due to these circumstances, we have not been able to update our disclosure controls and procedures in a

manner that adequately ensures the accumulation and communication to management of information known to

FHFA that is needed to meet our disclosure obligations under the federal securities laws, including disclosures

affecting our consolidated financial statements. As a result, we did not maintain effective controls and

procedures designed to ensure complete and accurate disclosure as required by GAAP as of December 31,

Controls and Procedures

Fannie Mae 2021 Form 10-K 169

2021 or as of the date of filing this report. Based on discussions with FHFA and the structural nature of this

weakness, we do not expect to remediate this material weakness while we are under conservatorship.

Mitigating Actions Related to Material Weakness

As described above under “Management’s Report on Internal Control Over Financial Reporting—Description of Material

Weakness,” we continue to have a material weakness in our internal control over financial reporting relating to our

disclosure controls and procedures. However, we and FHFA have engaged in the following practices intended to permit

accumulation and communication to management of information needed to meet our disclosure obligations under the

federal securities laws:

• FHFA has established the Division of Conservatorship Oversight and Readiness, which is intended to facilitate

operation of the company with the oversight of the conservator.

• We have provided drafts of our SEC filings to FHFA personnel for their review and comment prior to filing. We

also have provided drafts of external press releases, statements and speeches to FHFA personnel for their

review and comment prior to release.

• FHFA personnel, including senior officials, have reviewed our SEC filings prior to filing, including this annual

report on Form 10-K for the year ended December 31, 2021 (“2021 Form 10-K”), and engaged in discussions

regarding issues associated with the information contained in those filings. Prior to filing our 2021 Form 10-K,

FHFA provided Fannie Mae management with written acknowledgment that it had reviewed the 2021 Form 10-

K, and it was not aware of any material misstatements or omissions in the 2021 Form 10-K and had no

objection to our filing the 2021 Form 10-K.

• Our senior management meets regularly with senior leadership at FHFA, including, but not limited to, the Acting

Director.

• FHFA representatives attend meetings frequently with various groups within the company to enhance the flow

of information and to provide oversight on a variety of matters, including accounting, credit and market risk

management, external communications and legal matters.

• Senior officials within FHFA’s Office of the Chief Accountant have met frequently with our senior finance

executives regarding our accounting policies, practices and procedures.

In view of these activities, we believe that our consolidated financial statements for the year ended December 31, 2021

have been prepared in conformity with GAAP.

Changes in Internal Control Over Financial Reporting

Management has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, whether

any changes in our internal control over financial reporting that occurred during our last fiscal quarter have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting. There were no changes

in our internal control over financial reporting from October 1, 2021 through December 31, 2021 that management

believes have materially affected, or are reasonably likely to materially affect, our internal control over financial

reporting.

In the ordinary course of business, we review our system of internal control over financial reporting and make changes

that we believe will improve these controls and increase efficiency, while continuing to ensure that we maintain effective

internal controls. Changes may include implementing new, more efficient systems, automating manual processes and

updating existing systems. For example, we are currently implementing changes to various financial system applications

in stages across the company. As we continue to implement these changes, each implementation may become a

significant component of our internal control over financial reporting.

Controls and Procedures

Fannie Mae 2021 Form 10-K 170

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To Fannie Mae:

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Fannie Mae and consolidated entities (in

conservatorship) (the “Company”) as of December 31, 2021, based on criteria established in Internal Control –

Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission

(COSO). In our opinion, because of the effect of the material weakness identified below on the achievement of the

objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of

December 31, 2021, based on the criteria established in Internal Control – Integrated Framework (2013) issued by

COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United

States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the

Company and our report dated February 15, 2022, expressed an unqualified opinion on those financial statements and

included explanatory paragraphs regarding the Company’s adoption of a new accounting standard and the Company’s

dependence upon the continued support from various agencies of the United States Government, including the United

States Department of Treasury and the Company’s conservator and regulator, the Federal Housing Finance Agency.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its

assessment of the effectiveness of internal control over financial reporting, included in the accompanying

Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the

Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with

the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and

perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was

maintained in all material respects. Our audit included obtaining an understanding of internal control over financial

reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating

effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered

necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with

generally accepted accounting principles. A company’s internal control over financial reporting includes those policies

and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are

recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting

principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of

management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely

detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on

the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become

inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may

deteriorate.

Controls and Procedures

Fannie Mae 2021 Form 10-K 171

Material Weakness

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such

that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial

statements will not be prevented or detected on a timely basis. The following material weakness has been identified and

included in management’s assessment:

• Disclosure Controls and Procedures – The Company’s disclosure controls and procedures did not adequately

ensure the accumulation and communication to management of information known to the Federal Housing

Finance Agency (as conservator) that is needed to meet their disclosure obligations under the federal securities

laws as they relate to financial reporting.

This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit

of the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and this

report does not affect our report on such financial statements.

/s/ Deloitte & Touche LLP

McLean, Virginia

February 15, 2022

Controls and Procedures

Fannie Mae 2021 Form 10-K 172

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that

Prevent Inspections

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate

Governance

Directors

Our current directors are listed below. They have provided the following information about their principal occupation,

business experience and other matters.

Amy E. Alving

Age 59

Independent director since October 2013

Board committees:

• Nominating and Corporate Governance

• Risk Policy and Capital

• Strategic Initiatives and Technology (Chair)

Dr. Alving served as Chief Technology Officer and Senior Vice President at Science Applications International

Corporation (“SAIC”), now known as Leidos Holdings, Inc., a scientific, engineering and technology applications

company, from 2007 to 2013. Dr. Alving’s prior positions include director of the Special Projects Office at the Defense

Advanced Research Projects Agency, White House Fellow, and tenured faculty member at the University of Minnesota.

Dr. Alving is currently a member of the Board of Directors of DXC Technology Company, where she serves as a member

of the Audit Committee. Dr. Alving is also a current member of the Board of Directors of Howmet Aerospace Inc.

(formerly Arconic Inc.), where she serves as Chair of both the Governance and Nominating Committee and the

Cybersecurity Advisory Subcommittee. Dr. Alving previously served on the Board of Directors of Arconic Inc. from

November 2016 to May 2017 and rejoined its Board of Directors in May 2018. From 2010 to 2015, Dr. Alving was a

member of the Board of Directors of Pall Corporation, where she served as a member of the Audit Committee and the

Nominating/Governance Committee. In addition, she is a Trustee of Princeton University.

Sheila C. Bair

Age 67

Independent director since August 2019; Board Chairwoman since November 2020

Board committees:

• Community Responsibility and Sustainability

Ms. Bair was President of Washington College from 2015 to June 2017. Prior to that, she was Senior Advisor to the Pew

Charitable Trusts from 2011 to 2015. Ms. Bair was also Senior Advisor to DLA Piper, an international law firm, from 2014

to 2015. Ms. Bair was the Chair of the Federal Deposit Insurance Corporation from 2006 to 2011. From 2002 to 2006,

she was the Dean’s Professor of Financial Regulatory Policy for the Isenberg School of Management at the University

Other Information

Fannie Mae 2021 Form 10-K 173

of Massachusetts—Amherst. She also served as Assistant Secretary for Financial Institutions at the U.S. Department of

the Treasury from 2001 to 2002, Senior Vice President for Government Relations of the New York Stock Exchange from

1995 to 2000, Commissioner of the Commodity Futures Trading Commission from 1991 to 1995, counsel to the New

York Stock Exchange from 1988 to 1990, and counsel to Senator Bob Dole from 1981 to 1988. Ms. Bair is currently a

member of the Board of Directors of Bunge Limited, where she serves on the Audit Committee, the Corporate

Governance and Nominations Committee, and the Enterprise Risk Management Committee. Ms. Bair is also a member

of the Board of Directors of The Lion Electric Co., where she serves on the Audit Committee and the Nominating and

Corporate Governance Committee. From 2012 to May 2021, Ms. Bair served as a member of the Board of Directors of

Host Hotels & Resorts, Inc., where she served as a member of the Audit Committee and the Nominating and Corporate

Governance Committee. From 2014 to June 2020, Ms. Bair served as a member of the Board of Directors of the

Thomson Reuters Corporation, where she served on the Risk Committee and Audit Committee. From March 2017 to

March 2020, Ms. Bair served as a member of the Board of Directors of the Industrial and Commercial Bank of China

Ltd. (“ICBC”), where she served on the Compensation Committee, the Nomination Committee, the Risk Management

Committee, the Strategy Committee and the US Risk Committee. Ms. Bair also serves as Chair Emerita and Senior

Advisor to the CFA Institute Systemic Risk Council, a public interest group that monitors progress on the implementation

of financial reforms, and on the boards of Paxos Trust Company, LLC and its parent Kabompo Holdings, Ltd., and the

Volcker Alliance. She is also a member of the Center for Financial Stability Advisory Board and serves as a trustee for

Economists for Peace and Security.

Christopher J. Brummer

Age 46

Independent director since February 2021

Board committees:

• Community Responsibility and Sustainability

• Risk Policy and Capital

• Strategic Initiatives and Technology (Vice Chair)

Mr. Brummer is the Faculty Director of the Institute of International Economic Law and Agnes N. Williams Research

Professor of Law at the Georgetown University Law Center, where he began teaching in 2009. Prior to that time, he

served as an assistant professor of law at Vanderbilt Law School from 2006 to 2009 and as an academic fellow at the

Securities and Exchange Commission’s Office of International Affairs from 2008 to 2009. Prior to his position at

Vanderbilt, Mr. Brummer was an attorney in private practice in New York and London from 2004 to 2006. Mr. Brummer is

the founder of DC Fintech Week, a public policy conference on finance and technology, a co-founder of the Fintech Beat

podcast and newsletter for CQ Roll Call, and the author of a number of publications. He is currently a nonresident senior

fellow for the Atlantic Council’s GeoEconomics Center, a member of the Commodity Futures Trading Commission’s

Subcommittee on Virtual Currencies, an advisory council member for the Alliance for Innovative Regulation and an

advisory group member for the Digital Dollar Project. Mr. Brummer serves as an advisor to the investment fund

Paradigm Operations LP and as an advisor to Paypal. He is also a member of the Board of Directors of Open to the

Public Investing, Inc. and K2 Integrity. Mr. Brummer served as a member of the Biden-Harris Presidential Transition

Team from October 2020 to January 2021, a member of the Financial Innovation Standing Committee of the European

Securities and Markets Authority (ESMA) Consultative Working Group from February 2019 to December 2020, a

member of Nasdaq delisting panels from 2010 to 2016, a senior fellow for the Milken Institute’s Center for Financial

Markets from 2011 to 2017, and a member of FINRA’s National Adjudicatory Council from 2013 to 2015.

Directors, Executive Officers and Corporate Governance | Directors

Fannie Mae 2021 Form 10-K 174

Hugh R. Frater

Age 66

Director since January 2016

Chief Executive Officer since March 2019

Board committees:

• Community Responsibility and Sustainability

Mr. Frater was appointed Chief Executive Officer of Fannie Mae in March 2019, and prior to that time, he served as

Fannie Mae’s Interim Chief Executive Officer beginning in October 2018. Prior to becoming Fannie Mae’s Interim Chief

Executive Officer, Mr. Frater had been an independent director of Fannie Mae beginning in January 2016. Mr. Frater

also serves as a director of Hippo Holdings Inc. (successor to Reinvent Technology Partners Z), a home insurance

company, where he serves on the Audit, Risk and Compliance Committee. Mr. Frater previously worked at Berkadia

Commercial Mortgage LLC (“Berkadia”), a commercial real estate company providing comprehensive capital solutions

and investment sales advisory and research services for multifamily and commercial properties. He served as Chairman

of Berkadia from 2014 to 2015 and he served as Chief Executive Officer of Berkadia from 2010 to 2014. From 2007 to

2010, Mr. Frater was the Chief Operating Officer of Good Energies, Inc., and from 2004 to 2007, Mr. Frater was an

Executive Vice President at The PNC Financial Services Group, Inc., where he led the real estate division. Mr. Frater

was a Founding Partner and Managing Director of BlackRock, Inc. from 1988 to 2004, where he led the real estate

practice. Mr. Frater served as Non-Executive Chairman of the Board of VEREIT, Inc. from April 2015 to November 2021.

Mr. Frater serves on the MBA Real Estate Program Advisory Board at the Columbia University Graduate School of

Business and is also a member of its Board of Overseers.

Renee Lewis Glover

Age 72

Independent director since January 2016

Board committees:

• Community Responsibility and Sustainability

• Nominating and Corporate Governance (Chair)

• Strategic Initiatives and Technology

Ms. Glover is the Founder and Managing Member of The Catalyst Group, LLC, a national consulting firm focused on

urban revitalization, real estate development and community building, urban policy, and business transformation. Ms.

Glover is currently a member of the Board of Trustees of Enterprise Community Partners, Inc., where she serves on the

Executive Committee and as Chair of the Compensation and Human Resources Committee. Ms. Glover is also a

member of the Board of Directors of Tricon Residential Inc., where she serves on the Audit Committee. Ms. Glover

served on the Board of Directors of Habitat for Humanity International from 2006 to 2015, including serving as Chair of

the Board of Directors from 2013 to 2015. Committees on which she served during her time as a member of the Board

of Directors of Habitat for Humanity International included the Audit Committee, Finance Committee, Operations

Committee and Executive Committee. Ms. Glover served as a member of the Board of Directors of the Federal Reserve

Bank of Atlanta from 2009 to 2014, where she served on the Audit and Operational Risk Committee. She also served as

a Commissioner of the Bipartisan Policy Center Housing Commission from 2011 to 2014. The Commission was

responsible for developing a set of bipartisan recommendations concerning federal housing policy and housing finance.

Ms. Glover served as president and chief executive officer of the Atlanta Housing Authority and its affiliates from 1994 to

2013. Prior to joining the Atlanta Housing Authority, Ms. Glover was a corporate finance attorney in Atlanta and New

York. Ms. Glover served on the Board of Trustees of Starwood Waypoint Homes from February 2017 to November

2017, where she served on the Nominating and Corporate Governance Committee and the Audit Committee. Ms.

Glover serves on the Advisory Board of the Penn Institute for Urban Research, the Azimuth GRC Advisory Board, and

the Advisory Board for the J. Ronald Terwilliger Center for Housing Policy.

Directors, Executive Officers and Corporate Governance | Directors

Fannie Mae 2021 Form 10-K 175

Michael J. Heid

Age 64

Independent director since May 2016

Board committees:

• Audit (Vice Chair)

• Community Responsibility and Sustainability (Chair)

• Compensation and Human Capital

Mr. Heid served as Executive Vice President (Home Lending) of Wells Fargo & Company from 1997 to his retirement in

January 2016. He served in a number of positions at Wells Fargo Home Mortgage, the mortgage banking division of

Wells Fargo, including as president from 2011 to 2015, as co-president from 2004 to 2011, and earlier as chief financial

officer and head of Loan Servicing. Mr. Heid was employed by Wells Fargo or its predecessors since 1988. Mr. Heid is

currently a member of the Board of Directors of Roosevelt Management Company LLC, where he also serves as Chair

of the Risk Committee and a member of the Strategy Committee. Mr. Heid is also on the Advisory Board for Home

Partners of America and Promontory Mortgage Path.

Robert H. Herz

Age 68

Independent director since June 2011

Board committees:

• Audit (Chair)

• Compensation and Human Capital

• Nominating and Corporate Governance

Mr. Herz serves as President of Robert H. Herz LLC, providing consulting services on financial reporting and other

matters. He previously served as a senior advisor to and as a member of the Advisory Board of Workiva Inc. (formerly

WebFilings LLC), a provider of financial reporting software, from 2011 to 2014. From 2002 to 2010, Mr. Herz was

Chairman of the Financial Accounting Standards Board, or FASB. He was also a part-time member of the International

Accounting Standards Board, or IASB, from 2001 to 2002. He was a partner in PricewaterhouseCoopers LLP from 1985

until his retirement in 2002. Mr. Herz is currently a member of the Board of Directors of Morgan Stanley, where he

serves as Chair of the Audit Committee and as a member of the Nominating and Governance Committee. Mr. Herz is

also a current member of the Board of Directors of Workiva Inc., where he serves as a member of the Audit Committee

and Nominating and Governance Committee, and a member of the Board of Directors of Paxos National Trust

Company. He also serves on the Board of Directors of the Value Reporting Foundation and on the Advisory Boards of

the following entities: AccountAbility; the Continuous Auditing and Reporting Lab at Rutgers Business School; Lukka,

Inc.; and RS Metrics. Mr. Herz also serves as a member of the G7 Impact Taskforce’s Working Group on Impact

Transparency, Integrity, and Reporting, as a member of the Leadership Council of the Harvard Business School Impact-

Weighted Accounts Initiative, and as an executive in residence at the Columbia Business School.

Antony Jenkins

Age 60

Independent director since July 2018

Board committees:

• Nominating and Corporate Governance (Vice Chair)

• Risk Policy and Capital (Vice Chair)

• Strategic Initiatives and Technology

Mr. Jenkins is the Founder and Executive Chair of 10x Future Technologies Ltd., a company that is building a digital

banking platform designed to redefine how banks operate and engage with customers. Mr. Jenkins was the Group Chief

Executive Officer and a member of the Board of Directors of Barclays PLC from 2012 to 2015. He served as a member

of the Group Executive Committee from 2009 to 2015. Prior to becoming Group Chief Executive Officer, Mr. Jenkins

served in various other roles at Barclays, including as Chief Executive Officer for the Retail and Business Banking

Directors, Executive Officers and Corporate Governance | Directors

Fannie Mae 2021 Form 10-K 176

Division from 2009 to 2012, and Chief Executive Officer for Barclaycard Global Operations from 2006 to 2009. Mr.

Jenkins served in various roles at Citigroup Inc. from 1989 to 2005, including as Executive Vice President for Citibrands,

Executive Vice President for U.S. Hispanic, Global and Strategic Delivery SBU, Chief Executive Officer for eConsumer,

and Chief Executive Officer for c2it, Citigroup’s Internet payment initiative. Mr. Jenkins currently serves as Group

Chairman of the Board of Directors of Currencies Direct Ltd. and as a member of the Board of Directors of Blockchain

Luxembourg SA. Mr. Jenkins also serves as an external member of the Prudential Regulation Committee of the UK

Prudential Regulatory Authority. Mr. Jenkins served as a member of Fannie Mae’s Digital Advisory Council from

February 2017 to June 2018.

Simon Johnson

Age 59

Independent director since February 2021

Board committees:

• Audit

• Compensation and Human Capital (Vice Chair)

• Risk Policy and Capital

Mr. Johnson has served as a professor at the Massachusetts Institute of Technology (“MIT”) Sloan School of

Management since 1997. He is currently the Ronald A. Kurtz Professor of Entrepreneurship and head of the Global

Economics and Management Group at the MIT Sloan School of Management. Mr. Johnson is also currently a research

associate for the National Bureau of Economic Research, a private nonpartisan organization that facilitates cutting-edge

investigation and analysis of major economic issues. Mr. Johnson was a member of the Center for a New Economy’s

Growth Commission on Puerto Rico from January 2017 to June 2019, a member of the Financial Research Advisory

Committee of the U.S. Department of the Treasury’s Office of Financial Research from 2014 to December 2016, where

he chaired the Global Vulnerabilities Working Group, a member of the Federal Deposit Insurance Corporation’s

Systemic Resolution Advisory Committee from 2011 to December 2016, a member of the Congressional Budget Office’s

Panel of Economic Advisers from 2009 to 2015, a senior follow at the Peterson Institute for International Economics

from 2008 to November 2019, and Chief Economist at the International Monetary Fund from 2007 to 2008. He is

currently co-chair of the CFA Institute Systemic Risk Council, a public interest group that monitors progress on the

implementation of financial reforms, an advisory board member for the Institute for New Economic Thinking, and an

advisory board member for Intelligence Squared. Mr. Johnson is the co-founder of Baselinescenario.com and the author

of numerous publications.

Karin J. Kimbrough

Age 53

Independent director since March 2019

Board committees:

• Community Responsibility and Sustainability (Vice Chair)

• Compensation and Human Capital

• Nominating and Corporate Governance

Ms. Kimbrough has served as Chief Economist for LinkedIn Corporation since January 2020. Ms. Kimbrough previously

served as Assistant Treasurer for Google from October 2017 to December 2019. Prior to that time, Ms. Kimbrough

served as a Managing Director and Head of Macroeconomic Policy at Bank of America Merrill Lynch from 2014 to

October 2017. Ms. Kimbrough worked at the Federal Reserve Bank of New York from 2005 to 2014, serving as Vice

President and a director for the Financial Stability Monitoring Function in the Markets Group from 2010 to 2014 and as a

manager for Analytical Development from 2005 to 2010. Ms. Kimbrough previously worked as an economist and

strategist at Morgan Stanley from 2000 to 2005. Ms. Kimbrough currently serves as a member of the Board of Directors

of Alliance Data Systems Corporation, where she serves as a member of the Compensation and Risk Committees. She

also serves as an economic advisor to 3x5 Partners Funds III, LP.

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Fannie Mae 2021 Form 10-K 177

Diane C. Nordin

Age 63

Independent director since November 2013; Board Vice Chair since April 2019

Board committees:

• Audit

• Compensation and Human Capital (Chair)

• Risk Policy and Capital

Ms. Nordin served as a partner of Wellington Management Company, LLP, a private asset management company, from

1995 to 2011, and originally joined Wellington in 1991. She served in many global leadership roles at Wellington, most

notably as head of Fixed Income, Vice Chair of the Compensation Committee and Audit Chair of the Wellington

Management Trust Company. Ms. Nordin spent over three decades in the investment business, having previously been

employed by Fidelity Investments and Putnam Investments. Ms. Nordin is a Chartered Financial Analyst. Following her

retirement from the asset management industry, Ms. Nordin served as an Advanced Leadership Initiative Fellow at

Harvard University from 2011 to 2012. Ms. Nordin currently serves as a member of the Board of Directors of Principal

Financial Group, where she serves as a member of the Audit Committee and the Finance Committee. She also serves

as a member of the Board of Directors of Antares Midco, Inc., where she serves as Chair of the Compensation

Committee. Ms. Nordin also serves as a member of the Board of Governors of the CFA Institute, where she serves as

Board Past Chair and Governance Committee Chair, and as a trustee of the Financial Accounting Foundation.

Manuel “Manolo” Sánchez Rodríguez

Age 56

Independent director since September 2018

Board committees:

• Nominating and Corporate Governance

• Risk Policy and Capital (Chair)

• Strategic Initiatives and Technology

Mr. Sánchez was the President and Chief Executive Officer of Compass Bank, Inc. (“Compass Bank”), a U.S. subsidiary

of Banco Bilbao Vizcaya Argentaria, S.A. (“BBVA”), from 2008 to January 2017. Mr. Sánchez also served as a member

of BBVA’s worldwide Executive Committee and was BBVA’s Country Manager for U.S. operations from 2010 to January

2017. In addition, Mr. Sánchez became Chairman of the Board of Directors of Compass Bank and its holding company,

BBVA Compass Bancshares, Inc., in 2010 and served in these roles until November 2017. Mr. Sánchez joined BBVA in

1990 and served in a number of other roles at BBVA prior to becoming President and Chief Executive Officer of

Compass Bank in 2008. Mr. Sánchez currently serves as a member of the Board of Directors of Stewart Information

Services Corporation, where he serves as a member of the Audit Committee and the Nominating and Corporate

Governance Committee. Mr. Sánchez also serves as a member of the Board of Directors of Elevate Credit, Inc., where

he serves as a member of the Audit Committee and the Risk Committee. From July 2019 to July 2021, Mr. Sánchez

served on the Board of Directors of BanCoppel S.A. Instutición de Banca Múltiple in Mexico City. From November 2018

to October 2020, Mr. Sánchez served as a member of the Board of Directors of On Deck Capital, Inc., where he was a

member of the Audit Committee and the Compensation Committee. Mr. Sánchez is Founder of Adelante Ventures LLC

and serves as a Board member or advisor to several fintech companies, including Topl and Spring Labs. He is an

Adjunct Professor at Rice University’s Jones Graduate School of Business, where he teaches disruption in financial

services with a focus on crypto currencies and blockchain. Mr. Sánchez also currently serves as a trustee or member of

the Board of Directors of a number of civic, cultural and educational institutions, including the Houston Symphony, KIPP

Texas Public Schools, and the Center for Houston’s Future.

Directors, Executive Officers and Corporate Governance | Directors

Fannie Mae 2021 Form 10-K 178

Corporate Governance

Conservatorship and Board Authorities

On September 6, 2008, the Director of FHFA appointed FHFA as our conservator in accordance with the GSE Act. As

conservator, FHFA succeeded to all rights, titles, powers and privileges of Fannie Mae, and of any shareholder, officer

or director of Fannie Mae with respect to Fannie Mae and its assets. As a result, our Board of Directors no longer had

the power or duty to manage, direct or oversee our business and affairs.

As conservator, FHFA reconstituted our Board of Directors and provided the Board with specified functions and

authorities. Our directors serve on behalf of the conservator and exercise their authority as directed by and with the

approval, where required, of the conservator. Our directors have no fiduciary duties to any person or entity except to the

conservator. Accordingly, our directors are not obligated to consider the interests of the company, the holders of our

equity or debt securities, or the holders of Fannie Mae MBS unless specifically directed to do so by the conservator.

Our Board of Directors exercises specified functions and authorities provided to it pursuant to an order from FHFA, as

our conservator. The conservator also provided instructions regarding matters for which conservator decision or

notification is required. The conservator retains the authority to amend or withdraw its order and instructions at any time.

FHFA’s instructions require that we obtain the conservator’s decision before taking action on matters that require the

consent of or consultation with Treasury under the senior preferred stock purchase agreement. See “Business—

Conservatorship, Treasury Agreements and Housing Finance Reform—Treasury Agreements—Covenants under

Treasury Agreements” and “Note 11, Equity” for matters that require the approval of Treasury under the senior preferred

stock purchase agreement.

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Fannie Mae 2021 Form 10-K 179

FHFA’s instructions also require us to obtain the conservator’s decision before taking action in the areas identified in the

table below. For some matters, FHFA’s instructions specify that our Board must review and approve the matter before

we request FHFA decision, and for other matters the Board is expected to determine the appropriate level of its

engagement. For some of the matters specified in the table below that require prior Board review and approval, the

Board is permitted to delegate authority to a relevant Board committee.

Matters requiring prior Board review and approval: Other matters:

• redemptions or repurchases of our subordinated debt,

except as may be necessary to comply with the senior

preferred stock purchase agreement;

• creation of any subsidiary or affiliate, or entering into a

substantial transaction with a subsidiary or affiliate,

except for routine ongoing transactions with CSS or the

creation of, or a transaction with, a subsidiary or affiliate

undertaken in the ordinary course of business;

• changes to or removal of Board risk limits that would

result in an increase in the amount of risk that we may

take;

• retention and termination of the external auditor;

• terminations of law firms serving as consultants to the

Board;

• proposed amendments to our bylaws or to charters of our

Board committees;

• setting or increasing the compensation or benefits

payable to members of the Board; and

• establishing the annual operating budget.

• material changes in accounting policy;

• proposed changes in our business operations, activities,

and transactions that in the reasonable business

judgment of management are more likely than not to

result in a significant increase in credit, market,

reputational, operational or other key risks;

• matters that impact or question the conservator’s powers,

our conservatorship status, the legal effect of the

conservatorship, interpretations of the senior preferred

stock purchase agreement or the Financial Agency

Agreement with Treasury or our performance under the

Financial Agency Agreement;

• agreements relating to litigation, lawsuits, claims,

demands, prosecutions, regulatory proceedings or tax

matters where the amount in dispute exceeds a specified

threshold, including related matters that aggregate to

more than the threshold;

• mergers, acquisitions and changes in control of key

counterparties where we have a direct contractual right to

cease doing business with the entity or object to the

merger or acquisition;

• changes to requirements, policies, frameworks, standards

or products that are aligned with Freddie Mac’s, pursuant

to FHFA’s direction;

• credit risk transfer transactions that are a new transaction

type, involve a material change in terms, or involve a new

type of collateral;

• transfers of mortgage servicing rights that meet minimum

size thresholds and would increase the transferee’s

servicing of Fannie Mae seriously delinquent loans by

more than a specified threshold; and

• changes in employee compensation that could

significantly impact our employees, including retention

awards, special incentive plans, and merit increase pool

funding.

FHFA’s instructions also require us to provide timely notice to FHFA of: activities that represent a significant change in

current business practices, operations, policies or strategies not otherwise addressed in the instructions; exceptions and

waivers to aligned requirements, policies, frameworks, standards or products if not otherwise submitted to FHFA for

decision as required above; and accounting error corrections to previously-issued financial statements that are not de

minimis. FHFA will then determine whether any such items require its decision as conservator. For more information on

the conservatorship, refer to “Business—Conservatorship, Treasury Agreements and Housing Finance Reform.”

Composition of Board of Directors

FHFA has directed that our Board of Directors should have a minimum of nine and not more than thirteen directors.

There is a non-executive Chair of the Board, and our Chief Executive Officer is the only corporate officer serving as a

director. Our Corporate Governance Guidelines, in accordance with FHFA corporate governance regulations, require a

majority of Fannie Mae’s directors to be independent. The Board currently has twelve members, eleven of whom are

independent. See “Certain Relationships and Related Transactions, and Director Independence—Director

Independence” for a description of our director independence requirements and a discussion of the Board’s review of

the independence of all current Board members.

Our conservator appointed directors in 2008. Subsequent vacancies have been and may continue to be filled by the

Board, subject to review by the conservator. FHFA’s 2008 order appointing directors provided that each director serves

on the Board until the earlier of (1) resignation or removal by the conservator or (2) the election of a successor director

Directors, Executive Officers and Corporate Governance | Corporate Governance

Fannie Mae 2021 Form 10-K 180

at an annual meeting of shareholders. Because FHFA as our conservator has all powers of our shareholders, we have

not held shareholders’ meetings since entering into conservatorship.

Under the Charter Act, each director is elected for a term ending on the date of our next annual shareholders’ meeting.

Fannie Mae’s bylaws provide that each director holds office for the term for which he or she was elected or appointed

and until his or her successor is chosen and qualified or until he or she dies, resigns, retires or is removed from office in

accordance with applicable law or regulation, whichever occurs first. As noted above, however, the conservator

appointed an initial group of directors to our Board following our entry into conservatorship, provided the Board with the

authority to appoint directors to subsequent vacancies subject to conservator review, and defined the term of service of

directors during conservatorship. In early 2021, we revised our Corporate Governance Guidelines to provide that,

absent death, resignation or retirement, each director first appointed in 2021 or thereafter will serve until the earliest of:

(1) the third anniversary of the effective date of such director’s appointment while the company is in conservatorship; (2)

the date on which the director is removed by the conservator while the company is in conservatorship; or (3) the date on

which the director’s successor is elected at an annual meeting of shareholders. This new three-year term applicable

while the company is in conservatorship to directors appointed in 2021 or thereafter applies to two of the company’s

current directors—Christopher Brummer and Simon Johnson; all other directors were appointed prior to 2021. In

addition, absent a waiver from FHFA, FHFA corporate governance regulations limit service on our Board to ten years or

age 72, whichever comes first. In 2021, FHFA approved a waiver of the ten-year Board term limit applicable to Mr. Herz,

allowing him to serve on the Board through June 30, 2024, as well as a waiver of the Board age limit applicable to Ms.

Glover, allowing her to serve on the Board through November 12, 2025.

Under the Charter Act, our Board shall at all times have as members at least one person from each of the homebuilding,

mortgage lending and real estate industries, and at least one person from an organization that has represented

consumer or community interests for not less than two years or one person who has demonstrated a career

commitment to the provision of housing for low-income households. In addition, our Corporate Governance Guidelines

provide that the Board, as a group, must be knowledgeable in business, finance, capital markets, accounting, risk

management, public policy, mortgage lending, real estate, low-income housing, homebuilding, regulation of financial

institutions, technology, environmental, social and governance (“ESG”), and any other areas as may be relevant to the

safe and sound operation of Fannie Mae. In addition to expertise in the areas noted above, our Corporate Governance

Guidelines specify that the Nominating and Corporate Governance Committee also seeks Board members who possess

the highest personal values, judgment and integrity, and who understand the regulatory and policy environment in which

Fannie Mae does business. The Nominating and Corporate Governance Committee also considers whether a

prospective Board candidate has the ability to attend meetings and fully participate in the activities of the Board.

The Nominating and Corporate Governance Committee also considers diversity when evaluating the composition of the

Board. Our Corporate Governance Guidelines specify that the Nominating and Corporate Governance Committee is

committed to considering minorities, women and individuals with disabilities in the identification and evaluation process

for prospective Board candidates, and that the Committee seeks Board members who represent diversity in ideas and

perspectives. These provisions of our Corporate Governance Guidelines implement FHFA regulations that require the

company to implement and maintain policies and procedures that, among other things, encourage the consideration of

diversity in nominating or soliciting nominees for positions on our Board.

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Fannie Mae 2021 Form 10-K 181

Our directors have a variety of backgrounds and overall experience. Over half of Fannie Mae’s Board are women and/or

racial or ethnic minorities. Our Board also has a balance of longer-serving directors with institutional knowledge and

newer directors with fresh perspectives. The charts below provide information on the composition of our Board by

demographic background and Board tenure.

Board Diversity

Gender

Race/Ethnicity

Age

Tenure

Black/African

AmericanWomen 40’s < 2 Years

Men White 50’s 2-4 Years

Hispanic/Latino 60’s 5+ Years

70’s

Directors, Executive Officers and Corporate Governance | Corporate Governance

Fannie Mae 2021 Form 10-K 182

The Nominating and Corporate Governance Committee evaluates the qualifications and performance of current

directors on an annual basis, taking into consideration factors related to a Board member’s contribution to the effective

functioning of the Board. In its assessment of current directors and evaluation of potential candidates for director, the

Nominating and Corporate Governance Committee considers these factors, as well as each individual’s particular

experience, qualifications, attributes and skills in the areas identified in our Corporate Governance Guidelines. In

concluding our current directors should continue to serve as directors, the Nominating and Corporate Governance

Committee took into account their knowledge in these areas as indicated in the table below, which they gained from

their experience described in “Directors.”

Director Experience, Qualifications, Attributes and Skills

Board Leadership Structure

FHFA corporate governance regulations and our Corporate Governance Guidelines require separate Chair of the Board

and Chief Executive Officer positions, and require that the Chair of the Board be an independent director. A non-

executive Chair structure enables non-management directors to raise issues and concerns for Board consideration

without immediately involving management and is consistent with the Board’s emphasis on independent oversight of

management, including independent risk oversight.

Our Board has six standing committees: the Audit Committee, the Community Responsibility and Sustainability

Committee, the Compensation and Human Capital Committee, the Nominating and Corporate Governance Committee,

the Risk Policy and Capital Committee, and the Strategic Initiatives and Technology Committee. Pursuant to FHFA

direction, with such exceptions as the conservator may direct, the Board and the standing Board committees function in

accordance with:

• their designated duties and authorities as set forth in the Charter Act, other applicable federal law, FHFA’s

corporate governance rules, FHFA’s prudential management and operations standards, FHFA written

Directors, Executive Officers and Corporate Governance | Corporate Governance

Fannie Mae 2021 Form 10-K 183

supervisory guidance and direction, and, to the extent not inconsistent with the foregoing, Delaware law (insofar

as Fannie Mae has adopted its provisions for corporate governance purposes);

• Fannie Mae’s bylaws and the applicable charters of Fannie Mae’s Board committees; and

• such other duties or authorities as the conservator may provide.

Such duties or authorities may be modified by the conservator at any time.

Committee Charters and Corporate Governance

Our Corporate Governance Guidelines and charters for each of the Board’s standing committees are posted on our

website, www.fanniemae.com, in the “About Us—Corporate Governance” section. Although our equity securities are no

longer listed on the New York Stock Exchange (“NYSE”), we are required by FHFA corporate governance regulations to

follow specified NYSE corporate governance requirements relating to, among other things, the independence of our

directors and the charter, independence, composition, expertise, duties, responsibilities and other requirements of our

Board committees.

Risk Management Oversight

Our Board of Directors oversees risk management primarily through the Risk Policy and Capital Committee of the

Board. FHFA corporate governance regulations set forth risk management requirements for our Board and our Risk

Policy and Capital Committee, as described below. These regulations require that our Board approve, have in effect at

all times, and periodically review an enterprise-wide risk management program that establishes our risk appetite, aligns

the risk appetite with our strategies and objectives, and addresses our exposure to credit risk, market risk, liquidity risk,

business risk and operational risk. Our risk management program must align with our risk appetite and include risk

limitations appropriate to each line of business, appropriate policies and procedures relating to risk management

governance, risk oversight infrastructure, and processes and systems for identifying and reporting risks, including

emerging risks. Our program must also include provisions for monitoring compliance with our risk limit structure and

policies relating to risk management governance, risk oversight, and effective and timely implementation of corrective

actions. Additional provisions must specify management’s authority and independence to carry out risk management

responsibilities and the integration of risk management with management’s goals and compensation structure. FHFA

corporate governance regulations require our Risk Policy and Capital Committee to assist the Board in carrying out its

oversight of our risk management program. These regulations also require that our Risk Policy and Capital Committee

must:

• be chaired by a director not serving Fannie Mae in a management capacity;

• have at least one member with risk management experience that is commensurate with our capital structure,

risk appetite, complexity, activities, size and other appropriate risk-related factors;

• have committee members with a practical understanding of risk management principles and practices relevant

to Fannie Mae;

• fully document and maintain records of its meetings; and

• report directly to the Board and not as part of, or combined with, another committee.

FHFA corporate governance regulations set forth specific responsibilities for our Risk Policy and Capital Committee,

including that it must:

• periodically review and recommend for Board approval an appropriate enterprise-wide risk management

program that is commensurate with our capital structure, risk appetite, complexity, activities, size and other

appropriate risk-related factors;

• receive and review regular reports from our Chief Risk Officer; and

• periodically review the capabilities for, and adequacy of resources allocated to, enterprise-wide risk

management.

Our Risk Policy and Capital Committee Charter also sets forth the Risk Policy and Capital Committee’s duties and

responsibilities in overseeing risk management for all of our major categories of risk and any other emerging risks. For

more information on the role of our Board and management in risk oversight, see “MD&A—Risk Management—Risk

Management Governance.”

Board’s Role in Cybersecurity Risk Oversight

Cybersecurity risk is overseen by the Board as well as the Risk Policy and Capital Committee and the Strategic

Initiatives and Technology Committee of the Board. The Board has also delegated oversight authority for specified

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Fannie Mae 2021 Form 10-K 184

cybersecurity risk matters to certain management-level committees. The Board, the Risk Policy and Capital Committee,

and the Strategic Initiatives and Technology Committee engaged in discussions throughout the year with management

on cybersecurity risk matters and received periodic reports from the company’s chief information security officer and

other officers, including updates on our cybersecurity program, 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 discussed cybersecurity developments with the Chair of the Risk Policy and Capital Committee, the

Chair of the Strategic Initiatives and Technology Committee and other Board members between Board and committee

meetings, as appropriate. In addition, the Board, the Risk Policy and Capital Committee and the Strategic Initiatives and

Technology Committee received updates regarding assessments by external parties about the company's cybersecurity

program. The company has procedures to escalate information regarding certain cybersecurity incidents to the

appropriate members of the Board in a timely fashion. The Board reviews and approves the company’s Cyber Risk

Policy and Operational Risk Policy at least annually. The Board and its committees also have authority, as they deem

appropriate to fulfill Board or committee responsibilities, to engage outside consultants or advisors, including technology

consultants and cybersecurity experts.

Human Capital Management Oversight

The Compensation and Human Capital Committee of the Board has oversight of the company’s human capital

management and its diversity and inclusion program and related policies and practices. As part of its oversight role, the

Committee reviews the company’s primary compensation programs and benefits, succession planning for executives,

as well as corporate culture and employee engagement.

Codes of Conduct

We have a Code of Conduct that is applicable to all officers and employees (our “Employee Code of Conduct”) and a

Code of Conduct for the Board of Directors (our “Director Code of Conduct”). Our Employee Code of Conduct also

serves as the code of ethics for our Chief Executive Officer and senior financial officers required by the Sarbanes-Oxley

Act of 2002 and implementing regulations of the SEC. We have posted these codes on our website,

www.fanniemae.com, under “Code of Conduct” in the “About Us—Corporate Governance” section. We intend to

disclose any changes to or waivers from these codes that apply to any of our executive officers, our controller or our

directors by posting this information on our website.

Audit Committee Membership

Our Board of Directors has a standing Audit Committee consisting of Mr. Herz, who is the Chair, Mr. Heid, who is the

Vice Chair, Mr. Johnson and Ms. Nordin, all of whom are financially literate and all of whom are independent under the

requirements of independence set forth in FHFA corporate governance regulations (which requires the standard of

independence adopted by the NYSE), Fannie Mae’s Corporate Governance Guidelines, and other SEC rules and

regulations applicable to audit committees. The Board has determined that each member of the Audit Committee has

the requisite experience, as discussed in “Directors,” to qualify as an “audit committee financial expert” under the rules

and regulations of the SEC and has designated each of them as such.

Executive Sessions

Our non-management directors meet in executive session on a regularly scheduled basis. Our Board of Directors

reserves time for an executive session at every regularly scheduled Board meeting. The non-executive Chair of the

Board presides over these sessions.

Communications with Directors or Audit Committee

Interested parties wishing to communicate any concerns or questions about Fannie Mae to the non-executive Chair of

the Board or to our non-management directors individually or as a group may do so by electronic mail addressed to

“[email protected],” or by U.S. mail addressed to Board of Directors, c/o Office of the Corporate Secretary, Fannie

Mae, 1100 15th Street, NW, Washington, DC 20005. Communications may be addressed to a specific director or

directors, including Ms. Bair, the Chairwoman of the Board, or to groups of directors, such as the independent or non-

management directors.

Interested parties wishing to communicate with the Audit Committee regarding accounting, internal accounting controls

or auditing matters may do so by electronic mail addressed to “[email protected],” or by U.S. mail

addressed to Audit Committee, c/o Office of the Corporate Secretary, Fannie Mae, 1100 15th Street, NW, Washington,

DC 20005.

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Fannie Mae 2021 Form 10-K 185

The Office of the Corporate Secretary is responsible for processing all communications to a director or directors.

Communications that are deemed by the Office of the Corporate Secretary to be commercial solicitations, ordinary

course customer inquiries or complaints, incoherent or obscene are not forwarded to directors.

Director Nominations; Shareholder Proposals

Under the GSE Act, FHFA, as conservator, has all rights, titles, powers and privileges of the shareholders and Board of

Directors of Fannie Mae. As a result, Fannie Mae’s common shareholders no longer have the ability to recommend

director nominees or elect the directors of Fannie Mae or bring business before any meeting of shareholders pursuant

to the procedures in our bylaws. We currently do not plan to hold an annual meeting of shareholders in 2022. For more

information on the conservatorship, refer to “Business—Conservatorship, Treasury Agreements and Housing Finance

Reform.”

ESG Matters

Overview

Our ESG strategy builds on our mission to facilitate equitable and sustainable access to homeownership and quality

affordable rental housing across America. Our ESG strategy evaluates how we can fulfill this mission and create even

greater positive environmental and social impact through the core elements of our business. Our strategy is informed by

the ESG issues that we have identified as most relevant to our business, stakeholders, market conditions, and globally-

recognized ESG standards. In early 2020, we demonstrated our commitment to the ESG strategy by setting it as one of

the three strategic objectives in our corporate strategic plan. We describe below key components of our ESG strategy

and the ESG issues that we have identified as some of the most relevant to our business.

Our ESG strategy is underpinned by regular, transparent reporting. In 2021, we released our 2020 Green Bond Impact

Report and our 2020 Sustainability Accounting Standards Board (“SASB”) Report, which is our first disclosure based on

the SASB framework.

To underscore the importance of ESG to our business, many of the company’s performance objectives for 2021

executive compensation were related to ESG matters, as described in “Executive Compensation—Compensation

Discussion and Analysis.”

More information about ESG is available on our website, www.fanniemae.com, under “ESG” in the “About Us” section.

Environmental

We are committed to improving environmental sustainability in the homes we finance, the communities we serve, and

the places we work.

Green Mortgage Financing

We provide financing to lenders for loans that improve the environmental sustainability of single-family and multifamily

properties by increasing energy and water efficiency. We have developed and published a Sustainable Bond Framework

that guides the issuance of our green, social and sustainable securities. Our Sustainable Bond Framework incorporates

both our Single-Family Green Bond Framework and our Multifamily Green Bond Framework. Each of these frameworks

is aligned with global standards and this alignment has been confirmed by a second party opinion.

Our green bonds are securities backed by mortgage loans that finance energy- and water-efficient homes and

properties. We began issuing green bonds in 2012, and through 2021, we have issued $101.6 billion in green MBS and

$13.4 billion in green resecuritizations. In 2021, we became the first issuer to reach $100 billion in green bond

issuances. According to Climate Bond Initiative, Fannie Mae was the largest cumulative issuer of green bonds in the

world through December 2021.

We have systems in place to measure and report the projected positive environmental and social impacts of the loans

backing the green bonds that we issue. For example, based on third-party projections, we estimate our green financing

business from 2012 to 2020 prevented at least 634,000 metric tons of greenhouse gas emissions, saved at least 8.5

billion gallons of water and saved at least 9.5 billion kilo British thermal units of source energy. We believe the loans

backing the green bonds we issue also generate positive social impact, including by reducing the energy costs faced by

households. Based on third-party projections, we estimate that our multifamily green financing business from 2012 to

2020 saved at least $146 million in tenant utility costs. Our estimates of the positive environmental and social impacts of

the loans backing the green bonds that we issue are based on a projected one-year impact, even though many of the

environmental and social benefits of these loans may continue to be realized for more than one year. More information

Directors, Executive Officers and Corporate Governance | Corporate Governance

Fannie Mae 2021 Form 10-K 186

about the positive environmental and social impacts of Fannie Mae’s green bonds and our methodologies for calculating

their impact can be found in our 2020 Green Bond Impact Report, which is available on our website.

Climate Risk Mitigation

We assess, manage, and seek to reduce the climate risk in our business for our own safety and soundness, as well as

for the benefit of homeowners, renters, and the broader housing finance industry. We offer mortgage products that can

finance upgrades to help increase the resilience of properties to better withstand the impacts of climate change. See

“MD&A—Risk Management—Climate Change and Natural Disaster Risk Management” for a discussion of our climate-

related risk management and the actions we are taking to assist people and communities affected by natural disasters.

Sustainable Operations

We consider our environmental footprint in our business decisions. In recent years, we have relocated two of our

primary offices to LEED-certified buildings. In 2018, we relocated our Washington, DC headquarters to a LEED Gold

building, consolidating our DC-based employee population to a single building. The move of our DC headquarters

followed the consolidation of our Dallas offices to a single, LEED Silver building in Plano, Texas. In addition, in 2021, we

completed the consolidation of our suburban Virginia offices from four buildings to a single building in Reston, Virginia.

We expect this Reston building will receive LEED Gold certification.

Social

We help drive social and economic progress through valuable partnerships, innovative solutions and programs, and

sustainable business practices. We are dedicated to improving access to the social benefits of affordable homes and

rentals for families across the country. Social responsibility also means fostering an inclusive workforce and industry

that reflects the diversity of the people it serves. We believe our focus on diversity, equity and inclusion helps us deliver

on our enduring mission.

Housing Affordability

We help make access to housing in the United States attainable and affordable for low- and moderate-income

borrowers and renters, and use our market presence to help preserve and increase the supply of quality affordable

housing. Prudently enabling access to affordable housing for households of modest means and for underserved

communities is a key priority for us.

We offer a number of affordable single-family and multifamily loan products. Single-family affordable loan products

include HomeReady

, a low down payment mortgage product that is designed for creditworthy low-income borrowers,

and HFA Preferred

, an affordable lending product available to eligible housing finance agencies to serve low- to

moderate-income borrowers. Our Multifamily affordable financing solutions include a variety of products and programs,

such as low-income housing tax credit investments, Healthy Housing Rewards™ and Sponsor-Initiated Affordability

(“SIA”).

In 2020, we financed approximately 374,000 home purchase mortgages to low- and very low-income borrowers (25% of

single-family home purchase mortgages acquired) and approximately 442,000 rental units affordable to low- and very

low-income families (56% of multifamily units financed). We provide more information on our affordable housing

activities in our Annual Housing Activities Report and Annual Mortgage Report, which is available on our website. Also

see “Business—Legislation and Regulation—GSE-Focused Matters—Housing Goals” for information on our

performance against our housing goals.

We also serve underserved markets—the manufactured housing market, the affordable housing preservation market

and the rural housing market—through our Duty to Serve activities, as described in “Business—Legislation and

Regulation—GSE-Focused Matters—Duty to Serve Underserved Markets.”

While Fannie Mae has long issued MBS that support affordable housing in line with our mission, in January 2021, we

began issuing multifamily social bonds backed by certain types of multifamily loans in alignment with our Sustainable

Bond Framework. We issued $10.5 billion in multifamily social MBS and $955 million in multifamily social

resecuritizations in 2021.

Racial Equity

We are leveraging Fannie Mae's unique position to help make the housing finance system more racially equitable and

accessible for current and aspiring homeowners and renters. We are intentionally addressing issues that have

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Fannie Mae 2021 Form 10-K 187

disproportionately impacted people of color as we work to find new ways to broaden and deepen inclusion policies and

initiatives for current and aspiring homeowners and renters.

The following are examples of work we have completed or that is underway in support of these goals:

• Positive Rent Payment History. In 2021, we updated DU, our automated underwriting system, to allow lenders

to consider a borrower’s positive rent payment history in assessing eligibility for a mortgage. We believe this

innovation will help more first-time homeowners qualify for a mortgage.

• Average Median Credit Score. Loans underwritten through DU generally are subject to a minimum 620 credit

score requirement. In 2021, to support homeownership opportunities for more underserved borrowers, we

updated DU so that, when assessing whether a loan meets this requirement, DU now uses the average of all

borrowers’ median credit scores, instead of the lowest median credit score.

• RefiNow. Implemented in 2021, RefiNow

is an affordable refinancing option for qualifying homeowners

earning at or below 100% of area median income that is aimed at making it easier and less expensive to

refinance.

• Equitable Housing Finance Plan. In December 2021, we submitted to FHFA our first Equitable Housing Finance

Plan, which provides a three-year roadmap for our actions to advance equity in housing finance by working to

remove barriers to affordable rental housing and homeownership experienced by members of underserved

populations, particularly racial and ethnic groups with a significant homeownership rate disparity. The initial plan

focuses on the needs of Black renters and homeowners.

• Expansion of Education Efforts. In 2021, we established the “Your Own Story” website providing accessible,

interactive information on how to achieve sustainable homeownership. In January 2022, we launched

HomeView

, a free online education course designed to help consumers navigate the mortgage and

homebuying process confidently and responsibly. By expanding access to reliable housing and financial

knowledge, we are providing a clearer path to homeownership for more qualified homebuyers, including low-

and moderate-income and minority borrowers, helping to advance housing equity and address the

homeownership gap among these communities.

We also created a new Vice President for Racial Equity Strategy & Impact leadership role focused on addressing

systemic challenges relating to advancing racial equity in homeownership.

Housing Stability

We help keep borrowers and renters in their homes by educating people on renting and stable homeownership,

maintaining sustainable and inclusive credit standards, and providing options to help prevent foreclosure. When the

stability of housing is threatened, whether by a natural disaster, a global pandemic, or a change in personal

circumstances, we want homeowners and renters to have the support and assistance they need. Homeowners and

renters can find reliable information on Fannie Mae’s Know Your Options website, including information on options to

help avoid foreclosure and guidance on renter protections. We also expanded our Disaster Response Network to help

homeowners navigate their options not only in cases of natural disasters, but also for those experiencing financial

hardship due the COVID-19 pandemic.

Fannie Mae has implemented a number of relief measures to help borrowers, renters, lenders and servicers affected by

the COVID-19 pandemic, which have helped keep the housing finance market functioning and many homeowners and

renters in their homes during this crisis. For information about some of our actions in response to the COVID-19

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

Multifamily Business—Multifamily Mortgage Credit Risk Management.”

Diversity and Inclusion

Diverse Workforce and Inclusive Workplace

We value a diverse workforce and an inclusive workplace. Our Office of Minority and Women Inclusion is responsible for

creating our diversity and inclusion strategic plan, partnering with leaders across the company to ensure the plan’s

effectiveness, and reporting on our progress against the plan. To further our commitment, our CEO, Hugh Frater, signed

the CEO Action Pledge, which aims to advance diversity and inclusion within the workplace.

Our commitment to diversity and inclusion is demonstrated by our workforce and our leadership:

• Workforce. Our overall workforce consists of 44% women and 57% racial or ethnic minorities. (As of December

18, 2021.)

• Officers. Our officer-level employees consist of 35% women and 24% racial or ethnic minorities. (As of

December 18, 2021.)

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Fannie Mae 2021 Form 10-K 188

• Board of Directors. Over half of Fannie Mae’s Board members are women and/or racial or ethnic minorities.

See “Corporate Governance—Composition of Board of Directors” for more information on the diversity of our

Board.

Fannie Mae has been recognized with several national awards or other recognition relating to its diversity and inclusion

efforts, including a 100% score on the 2021 Disability Equality Index

(DEI

) Best Places to Work for Disability Inclusion

and a 100% score on the Human Rights Campaign Foundation’s Corporate Equality Index 2022. Additional information

on the awards and recognition we have received is available on our website, www.fanniemae.com, under “Awards and

Recognition” in the “About Us—Who We Are” section.

Promoting Diversity and Inclusion in the Housing Industry

We leverage Fannie Mae’s position in the marketplace to promote diversity and inclusion in the housing finance

industry.

Programs. Below are some of the programs and partnerships we have established to advance our commitment to

diversity and inclusion in the housing industry.

• ACCESS: Established in 1992, Fannie Mae’s ACCESS

program provides opportunities for diverse-owned

broker dealer firms to distribute our fixed-income securities to the capital markets. In 2021, we included

ACCESS dealers in our debt issuance transactions, credit risk transfer transactions, MBS trading transactions

and other capital markets activities.

• Appraiser Diversity Initiative: We created the Appraiser Diversity Initiative in 2018 to help promote diversity in

the real estate appraisal field. We have partnered with the National Urban League, the Appraisal Institute and

Freddie Mac on this initiative to attract new entrants to the residential appraisal field and foster increased

diversity through outreach, scholarships and mentoring.

• Future Housing Leaders: In 2018, we created Future Housing Leaders

to help create a pipeline of diverse

talent for the housing industry. Future Housing Leaders connects college students from historically

underrepresented groups to paid summer internship and early career opportunities in the housing industry.

Suppliers. We are also committed to ensuring the inclusion and utilization of diverse suppliers, vendors and business

partners, as outlined in our Equal Opportunity in Employment and Contracting Statement, which is available on our

website, www.fanniemae.com, under “Diversity and Inclusion” in the “About Us—Who We Are” section.

Human Capital Development

For a discussion of the company’s human capital, including employee engagement, employee development, safety and

resiliency, and diversity and inclusion, see “Business—Human Capital.”

Employee Volunteerism

We encourage and enable Fannie Mae employees to make a positive impact in the community by volunteering their

time, talent and resources while supporting the company’s core mission. In 2021, over 2,000 employees volunteered

nearly 9,200 hours. Additionally, through the company’s matching gifts program, employees, Board members and

Fannie Mae collectively donated over $6 million to eligible non-profits in 2021.

Governance

We uphold our commitment to responsible business practices and ethical behavior. For a discussion of our Board

composition and other corporate governance matters, see “Corporate Governance.”

ESG Oversight and Management

We established the Community Responsibility and Sustainability Committee of the Board in 2019 to steward our

mission-oriented efforts and our commitment to becoming a leading ESG company. The Audit Committee,

Compensation and Human Capital Committee, Nominating and Corporate Governance Committee, and Risk Policy and

Capital Committee also oversee certain ESG activities.

We have a dedicated ESG team focused on further developing and implementing the company’s ESG strategy,

including identifying opportunities to increase the company’s positive environmental and social impact and to report

externally on this impact.

Business Ethics

We create and maintain ethical business practices and work culture, informed by our values, code of conduct and

commitment to responsible and ethical behavior.

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Fannie Mae 2021 Form 10-K 189

Fannie Mae’s Employee Code of Conduct outlines employees' responsibilities for ethical and lawful conduct. Every year,

employees must complete training on the Employee Code of Conduct and affirm their commitment to compliance with

the Code.

Fannie Mae also has a Director Code of Conduct that outlines duties and responsibilities of members of the Board,

provides guidance to Board members to help them recognize and deal with ethical issues, provides mechanisms to

report unethical conduct and helps foster a culture of honesty and accountability. Each member of the Board must

annually certify his or her compliance with the Director Code of Conduct.

Risk Management

We undertake activities that support integrated risk management across the business. For a discussion of how we

manage the risks to our business, see “Business—Managing Mortgage Credit Risk,” “MD&A—Risk Management,”

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

Multifamily Mortgage Credit Risk Management” and “Corporate Governance—Risk Management Oversight.”

Information Security

We serve as custodians of borrower, renter, consumer, investor and employee data, helping safeguard data in our

custody through robust privacy controls, cybersecurity controls and awareness, and other risk management activities

relating to data management. For a discussion of how we manage cybersecurity risk, see “MD&A—Risk Management—

Operational Risk Management—Cybersecurity Risk Management” and “Corporate Governance—Risk Management

Oversight—Board’s Role in Cybersecurity Risk Oversight.”

Regulatory Engagement

We actively respond to and engage with our regulators. For a description of our primary regulators and a discussion of

regulatory matters relating to our business, see “Business—Legislation and Regulation.”

Report of the Audit Committee of the Board of Directors

The Audit Committee’s charter sets forth the Audit Committee’s duties and responsibilities, and provides that the Audit

Committee’s purpose is to:

• oversee (a) the accounting, reporting, and financial practices of the company and its subsidiaries, including the

integrity of the company’s financial statements and internal control over financial reporting, (b) the company’s

compliance with legal and regulatory requirements, (c) the external auditor’s qualifications, independence, and

performance, and (d) the qualifications, independence, and performance of the company’s internal audit

function and chief audit executive;

• approve, or recommend for Board approval, as appropriate, certain of the company’s policies relating to the

Audit Committee’s oversight of the external auditor relationship, internal audit function, and the compliance

department; and

• prepare the report required by the rules of the SEC to be included in the company’s annual proxy statement in

years in which Fannie Mae holds an Annual Meeting of Stockholders and files a proxy statement.

In accordance with this purpose, the Audit Committee has the authority to appoint, compensate, retain, oversee,

evaluate and terminate the company’s independent external auditor (referred to as the “independent auditor”); however,

the Audit Committee is required to consult and obtain the decision of the conservator before exercising some of these

authorities. The independent auditor reports directly to the Audit Committee. The Audit Committee is responsible for fee

negotiations with the independent auditor and pre-approves the fees for and the terms of all audit and permissible non-

audit services to be provided by the independent auditor. The Audit Committee has delegated to its Chair the authority

to pre-approve such services up to $1 million per engagement, which pre-approval must be ratified by the Audit

Committee at its next scheduled meeting. The Audit Committee has the authority to retain counsel, accountants, experts

and other advisors to assist the Audit Committee members in carrying out their duties; however, the Audit Committee’s

authority to terminate law firms serving as consultants to the Committee is subject to the conservator’s decision.

As described in “Corporate Governance—Audit Committee Membership,” the Board has determined that all members of

Fannie Mae’s Audit Committee are financially literate and all are independent under the independence requirements set

forth in FHFA corporate governance regulations (which require compliance with the independence standards adopted by

the NYSE) and that all members of the Audit Committee are “audit committee financial experts” under the rules and

regulations of the SEC.

The Audit Committee serves in an oversight capacity. Management is responsible for the financial reporting process,

including the system of internal controls, for the preparation of consolidated financial statements in accordance with

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Fannie Mae 2021 Form 10-K 190

GAAP and for the report on the company’s internal control over financial reporting. The company’s independent auditor,

Deloitte & Touche LLP (“Deloitte”), is responsible for planning and conducting an independent audit of those financial

statements and expressing an opinion as to their conformity with GAAP and expressing an opinion on the effectiveness

of the company’s internal control over financial reporting. The Audit Committee’s responsibility is to oversee the financial

reporting process and to review and discuss management’s report on the company’s internal control over financial

reporting. The Audit Committee relies, without independent verification, on the information provided to it and on the

representations made by management, the internal audit function and the independent auditor, representatives of whom

generally attend each Audit Committee meeting.

For the year ended December 31, 2021, the Audit Committee, among other things:

• reviewed and discussed the company’s quarterly earnings releases, quarterly reports on Form 10-Q and this

Annual Report on Form 10-K, including the consolidated financial statements;

• together with the Board and the other Board Committees, including the Risk Policy and Capital Committee,

reviewed the company’s major legal and compliance risk exposures and the guidelines and policies that govern

the process for risk assessment and risk management;

• reviewed and discussed reports from management on the company’s policies regarding applicable legal and

regulatory requirements;

• reviewed and discussed the plan and scope of the 2021 audit work for the independent auditor;

• reviewed, discussed and approved the 2021 internal audit plan and budget, and reviewed and discussed

summaries of the significant reports by the internal audit function;

• reviewed the performance and compensation of the Chief Audit Executive and Chief Compliance Officer;

• reviewed the engagement, independence and quality control procedures of the independent auditor, as

described in further detail below;

• met with and/or received reports from senior representatives of the following divisions or departments of the

company: Finance, Legal, Compliance, Internal Audit, Chief Operating Officer and Enterprise Risk

Management; and

• met regularly in executive sessions with each of Deloitte, the internal audit function and company management,

including the Chief Financial Officer, the Chief Compliance Officer and the Chief Audit Executive, which

provided an additional opportunity for Deloitte and the others noted to provide candid feedback to the

Committee.

The Audit Committee also reviewed and discussed with management, the Chief Audit Executive and Deloitte:

• the audited consolidated financial statements for 2021;

• the critical accounting estimates that are set forth in this Annual Report on Form 10-K;

• management’s annual report on the company’s internal control over financial reporting; and

• Deloitte’s opinion on the consolidated financial statements, including the critical audit matters addressed during

the audit, and the effectiveness of the company’s internal control over financial reporting.

The Audit Committee has discussed with Deloitte the matters required to be discussed by the applicable requirements

of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has received from

Deloitte the written disclosures and the letter required by applicable requirements of the PCAOB regarding Deloitte’s

communications with the Audit Committee concerning independence, and also has discussed with Deloitte its

independence from the company.

In evaluating Deloitte’s independence, the Audit Committee considered whether services it provided to the company

beyond those rendered in connection with its audit of the company’s consolidated financial statements, reviews of the

company’s interim condensed consolidated financial statements included in its quarterly reports on Form 10-Q and its

opinion on the effectiveness of the company’s internal control over financial reporting would impair its independence.

The Committee also reviewed and pre-approved, among other things, the audit, audit-related and non-audit-related

services performed by Deloitte. The Committee received regular updates on the amount of fees and scope of audit,

audit-related and non-audit-related services provided. The Committee concluded that the provision of services by

Deloitte did not impair its independence.

Deloitte has served as the company’s independent auditor since 2005. Deloitte’s lead audit partner and concurring

partner rotate every five years, and the Audit Committee participates in the selection of the lead audit partner. The Audit

Committee evaluates the independent auditor’s qualifications, performance and independence on at least an annual

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Fannie Mae 2021 Form 10-K 191

basis. The factors the Audit Committee considered in evaluating and approving Deloitte’s appointment as the company’s

independent auditor included:

• Deloitte’s technical expertise and industry experience;

• its institutional knowledge of the company’s business, significant accounting practices and system of internal

control over financial reporting;

• audit effectiveness, including the quality of Deloitte’s audit work, its quality control procedures, the expertise

and performance of the lead audit partner, and the professionalism and demonstrated objectivity and

skepticism of Deloitte’s team;

• the frequency and quality of Deloitte’s communication with the Committee, and the level of support provided to

the Committee;

• external data on audit quality and performance and legal and regulatory matters involving Deloitte, including the

results of PCAOB inspection reports and Deloitte’s peer review reports, and actions by Deloitte to continue to

enhance the quality of its audit practice; and

• Deloitte’s independence and its policies and procedures regarding independence.

Based on the reviews, reports, meetings and discussions referred to above, and subject to the limitations on the Audit

Committee’s role and responsibilities described above and in the Audit Committee Charter, the Audit Committee

recommended to the Board of Directors that the company’s audited consolidated financial statements for 2021 be

included in this Annual Report on Form 10-K for filing with the SEC. In addition, the Audit Committee approved the

appointment of Fannie Mae’s independent auditor, Deloitte & Touche LLP, for 2022. FHFA, as the company’s

conservator, approved Deloitte’s appointment as Fannie Mae’s independent auditor for 2022.

Audit Committee:

Robert H. Herz, Chair

Michael J. Heid, Vice Chair

Simon Johnson

Diane C. Nordin

Executive Officers

Under our bylaws, each executive officer holds office until his or her successor is chosen and qualified or until he or she

dies, resigns, retires or is removed from office, whichever occurs first.

Mr. Frater, our Chief Executive Officer, has served as a member of our Board of Directors since January 2016.

Information about his business experience and other matters is provided in “Directors.” As of February 15, 2022, we

have eight other executive officers:

David C. Benson

Age 62

President

Joined Fannie Mae in 2002

Mr. Benson has been President since August 2018. He also served as the company's Interim Chief Financial Officer

from May 2021 to November 2021, and as the interim head of the Single-Family business from January 2021 to May

2021. Mr. Benson previously served as Executive Vice President and Chief Financial Officer from 2013 to August 2018,

as Executive Vice President—Capital Markets, Securitization & Corporate Strategy from 2012 to 2013 and as Executive

Vice President—Capital Markets from 2009 to 2012. He also served as Treasurer from 2010 to 2012. Mr. Benson

previously served as Fannie Mae’s Executive Vice President—Capital Markets and Treasury from 2008 to 2009, as

Fannie Mae’s Senior Vice President and Treasurer from 2006 to 2008, and as Fannie Mae’s Vice President and

Assistant Treasurer from 2002 to 2006. Prior to joining Fannie Mae, Mr. Benson was Managing Director in the fixed

income division of Merrill Lynch & Co. From 1988 through 2002, he served in several capacities at Merrill Lynch in the

areas of risk management, trading, debt syndication and e-commerce based in New York and London.

Directors, Executive Officers and Corporate Governance | Report of the Audit Committee of the Board of Directors

Fannie Mae 2021 Form 10-K 192

H. Malloy Evans

Age 48

Executive Vice President—Single-Family

Joined Fannie Mae in 2004

Mr. Evans has served as Executive Vice President—Single-Family since May 2021. Prior to that time, Mr. Evans served

as Fannie Mae’s Senior Vice President and Chief Credit Officer for Single-Family from February 2019 to May 2021. Mr.

Evans served as Fannie Mae’s Vice President—Single-Family Credit Policy from January 2018 to February 2019, as

Vice President—Single-Family Customer Risk Management from October 2016 to January 2018, and as Vice President

—Credit Portfolio Management and Making Home Affordable from 2014 to October 2016. Prior to that time, Mr. Evans

served as Fannie Mae’s Vice President—Default Management from 2011 to 2014 and as Vice President and Deputy

General Counsel—Government Initiatives from 2009 to 2011. Mr. Evans joined Fannie Mae in 2004 as an Associate

General Counsel.

Michele M. Evans

Age 58

Executive Vice President—Multifamily

Joined Fannie Mae in 1992

Ms. Evans has served as Executive Vice President—Multifamily since August 2020. Prior to that time, Ms. Evans served

as Multifamily Chief Operating Officer from 2009 to August 2020, first as Vice President from 2009 to 2012, and then as

Senior Vice President from 2012 to August 2020. Ms. Evans served as Vice President for Corporate Affairs from 2006 to

2009. Prior to that time, Ms. Evans served in various director-level positions in the Multifamily business area from 1998

to 2006, and in various manager-level positions at the company from 1994 to 1998. Ms. Evans joined Fannie Mae in

1992 as an analyst.

Chryssa C. Halley

Age 55

Executive Vice President and Chief Financial Officer

Joined Fannie Mae in 2006

Ms. Halley has served as Executive Vice President and Chief Financial Officer since November 2021. Prior to that time,

Ms. Halley served as Senior Vice President and Controller of Fannie Mae from May 2017 to November 2021. Ms. Halley

previously served as Senior Vice President and Deputy Controller of Fannie Mae from 2013 to May 2017. Prior to that

time, Ms. Halley served as Vice President and Assistant Controller for Capital Markets and Operations from 2012 to

2013; Vice President for Tax, Debt and Derivatives and Securities Accounting from 2010 to 2012; and Vice President for

Corporate Tax from 2007 to 2010. Ms. Halley joined Fannie Mae in 2006 as Director, Corporate Tax.

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Fannie Mae 2021 Form 10-K 193

Jeffery R. Hayward

Age 65

Executive Vice President and Chief Administrative

Officer

Joined Fannie Mae in 1987

Mr. Hayward has served as Fannie Mae’s Executive Vice President and Chief Administrative Officer since August 2020.

Mr. Hayward has served in various roles at Fannie Mae for over 30 years. Mr. Hayward served as Head of Multifamily

from 2012 to August 2020, first as Senior Vice President from 2012 to 2014 and then as Executive Vice President from

2014 to August 2020. He was Fannie Mae’s Senior Vice President—National Servicing Organization from 2010 to 2012.

He also served as Senior Vice President of Community Lending in Fannie Mae’s Multifamily division from 2004 to 2010.

Prior to that time, Mr. Hayward served as both a Senior Vice President and a Vice President in Fannie Mae’s Single-

Family division, including as Senior Vice President in the National Business Center from 2001 to 2004, as Vice

President for Single-Family Business Strategy from 1999 to 2001, as Vice President for Asset Management Services

from 1998 to 1999 and as Vice President for Quality Control and Operations from 1996 to 1998. Mr. Hayward also

served as Vice President for Risk Management from 1993 to 1996. Before that, he served as Director, Loan Acquisition

from 1992 to 1993, as Director, Marketing from 1989 to 1992, and as Senior Negotiator from 1988 to 1989. Mr. Hayward

joined the company in 1987 as a senior MBS representative.

Kimberly H. Johnson

Age 49

Executive Vice President and Chief Operating Officer

Joined Fannie Mae in 2006

Ms. Johnson has served as Executive Vice President and Chief Operating Officer since March 2018. Ms. Johnson also

serves as a member of the Board of Directors of Eli Lilly and Company, where she serves on the Compensation

Committee and on the Ethics and Compliance Committee. Ms. Johnson previously served as Executive Vice President

and Chief Risk Officer from January 2017 to March 2018, and as Senior Vice President and Chief Risk Officer from

November 2015 to January 2017. She served as Senior Vice President and Deputy Chief Risk Officer from 2013 to

November 2015. Ms. Johnson served in Fannie Mae’s Multifamily business as Senior Vice President for loans,

securities, credit pricing and modeling, and as Vice President in our Capital Markets group with responsibility for trading

multifamily loans and securities from 2009 to 2013. Prior to that time, Ms. Johnson was responsible for Metrics and

Reporting for the Making Home Affordable Program from March 2009 to September 2009. Ms. Johnson joined Fannie

Mae in 2006 as a Vice President in Capital Markets.

Stergios Theologides

Age 55

Executive Vice President, General Counsel, and

Corporate Secretary

Joined Fannie Mae in 2019

Mr. Theologides has served as Executive Vice President, General Counsel, and Corporate Secretary since March 2019.

Mr. Theologides previously was in private legal practice at Theologides Law, P.C. from October 2017 to February 2019.

He served as Senior Vice President, General Counsel and Secretary of CoreLogic, Inc. from 2010 to September 2017,

and served as Senior Vice President and General Counsel, Information Solutions Group, of The First American

Corporation, CoreLogic’s predecessor, from 2009 to 2010. Mr. Theologides was Executive Vice President and General

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Fannie Mae 2021 Form 10-K 194

Counsel for Morgan Stanley’s U.S. residential mortgage businesses from 2007 to 2009. He was Executive Vice

President, General Counsel and Secretary for New Century Financial Corporation from 1998 to 2007. Mr. Theologides

was in private legal practice at O’Melveny & Myers LLP from 1992 to 1996.

Ryan A. Zanin

Age 59

Executive Vice President and Chief Risk Officer

Joined Fannie Mae as an executive officer in 2021

Mr. Zanin has served as Fannie Mae’s Executive Vice President and Chief Risk Officer since February 2021. Mr. Zanin

notified the company that he will be leaving the company by April 2022. Mr. Zanin has over 30 years of experience in

financial services and over 20 years of experience in risk management. Mr. Zanin previously served as President and

CEO of the Restructuring & Strategic Ventures Group at GE Capital from 2015 until his retirement from General Electric

in July 2018. Previously, Mr. Zanin served as Chief Risk Officer of GE Capital from 2010 to 2015 and again served in

that role from November 2016 until his retirement. Before joining GE Capital, Mr. Zanin served as Managing Director

and Chief Risk Officer, International Capital Markets, at Wells Fargo & Company, from 2008 to 2010, and as Chief Risk

Officer, Corporate and Investment Bank at Wachovia Corporation, from 2006 to 2008. Before that, he spent 14 years in

leadership roles across Deutsche Bank AG and Bankers Trust Company. Mr. Zanin was a member of Fannie Mae’s

Board of Directors from September 2016 to January 2021, where he most recently served on the Risk Policy and

Capital Committee and as Vice Chair of the Community Responsibility and Sustainability Committee.

Item 11. Executive Compensation

Compensation Discussion and Analysis

Named Executives for 2021

This Compensation Discussion and Analysis focuses on our compensation decisions and arrangements for 2021

relating to the following executive officers, whom we refer to as our “named executives”:

• Hugh R. Frater Chief Executive Officer

• Chryssa C. Halley Executive Vice President and Chief Financial Officer (beginning November 2021)

• David C. Benson President; Interim Chief Financial Officer (May 2021-November 2021)

• Celeste Mellet Former Executive Vice President and Chief Financial Officer (until May 2021)

• Jeffery R. Hayward Executive Vice President and Chief Administrative Officer

• Kimberly H. Johnson Executive Vice President and Chief Operating Officer

• Stergios Theologides Executive Vice President, General Counsel, and Corporate Secretary

These officers are our principal executive officer, our principal financial officer, our former principal financial officers

during 2021, and our three most highly compensated executive officers during 2021 other than those who served as

principal executive officer or principal financial officer. We refer to our 2021 compensation arrangements with our named

executives, other than our Chief Executive Officer, as the “2021 executive compensation program.”

Executive Summary

Due to our conservatorship status and other legal requirements, FHFA, our conservator and regulator, has significant

oversight and approval rights over our executive compensation arrangements and determinations. Congress has also

enacted legislation that significantly impacts the compensation we pay our named executives. We describe these

requirements and legislation in “2021 Executive Compensation Program; Chief Executive Officer Compensation—Legal,

Regulatory and Conservator Restrictions on Executive Compensation.”

Total annual direct compensation for our Chief Executive Officer is limited by statute to base salary at an annual rate of

$600,000 while we are in conservatorship or receivership. The 2021 executive compensation program applicable to our

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Fannie Mae 2021 Form 10-K 195

other named executives was developed by FHFA in consultation with Treasury. These named executives receive two

principal elements of compensation: base salary, which is paid in regular installments throughout the year, and deferred

salary, which is paid after a one-year deferral period for 2021 compensation. There are two components to deferred

salary: (1) a fixed portion that is generally subject to reduction if an executive leaves the company within one year

following the end of the performance year, unless he or she has met specified age and years of service requirements;

and (2) an at-risk portion that is subject to reduction based on corporate and individual performance. Named executives

do not receive bonuses or any form of equity compensation.

We had a successful year in 2021 despite the challenges posed by market conditions, sustained remote working and

the ongoing COVID-19 pandemic. Under the leadership of our executives, including our named executives, we had net

income of $22.2 billion in 2021 and provided $1.4 trillion in liquidity to the market in 2021. As discussed in

“Determination of 2021 Compensation,” we had many accomplishments in 2021. We completed the corporate

performance goals for 2021 set by FHFA as our conservator, which we refer to as the 2021 scorecard. In addition, our

Board of Directors determined that we achieved or substantially met all of the goals it established for 2021.

While conserving taxpayer resources is an important objective of FHFA’s design of our executive compensation

program, we and FHFA understand that this objective must be balanced with our need to attract and retain qualified and

experienced executives to prudently manage our $4.0 trillion guaranty book of business and enable the company to be

an effective steward of taxpayer resources. See “Risk Factors” for a discussion of the risks associated with executive

retention and succession planning.

2021 Executive Compensation Program; Chief Executive Officer Compensation

Overview of 2021 Executive Compensation Program

FHFA has advised us that the design of our executive compensation program, which applies to our named executives

other than our Chief Executive Officer, was intended to fulfill and balance three primary objectives:

• Maintain Lower Pay Levels to Conserve Taxpayer Resources. Given our conservatorship status, our executive

compensation program is designed generally to provide for lower pay levels relative to large financial services

firms that are not in conservatorship.

• Attract and Retain Executive Talent. Our executive compensation program is intended to attract and retain

executive talent with the specialized skills and knowledge necessary to effectively manage a large financial

services company. Executives with these qualifications are needed for us to continue to fulfill our important role

in providing liquidity to the mortgage market and supporting the housing market, as well as to prudently

manage our $4.0 trillion guaranty book of business and enable us to be an effective steward of taxpayer

resources. We face competition for qualified executives from other companies. The Compensation and Human

Capital Committee regularly considers the level of our executives’ compensation and whether changes are

needed to attract and retain executives.

• Reduce Pay if Goals Are Not Achieved. To support FHFA’s goals for our conservatorship and encourage

performance in furtherance of these goals, 30% of each named executive’s total target direct compensation

(other than the Chief Executive Officer’s compensation) consists of at-risk deferred salary subject to reduction

based on corporate and individual performance.

FHFA’s objectives for our executive compensation program and the legal, regulatory and conservator restrictions on our

executive compensation described below limit our ability to make changes to the program and limit the amount and type

of compensation we may pay our executives.

Legal, Regulatory and Conservator Restrictions on Executive Compensation

The amount of compensation we may pay our named executives is subject to a number of legal and regulatory

restrictions, particularly while we are in conservatorship. The conservatorship also significantly affects the process by

which our executives’ compensation is determined. We describe below legal, regulatory and conservator requirements

that significantly affect our executive compensation program and policies.

Requirements Applicable During Conservatorship

While we are in conservatorship, we are subject to additional legal, regulatory and conservator requirements relating to

our executive compensation, including the following:

• Equity in Government Compensation Act. The Equity in Government Compensation Act of 2015 limits the

compensation and benefits for our Chief Executive Officer to the same level in effect as of January 1, 2015

while we are in conservatorship or receivership. This law also provides that compensation and benefits for our

Chief Executive Officer may not be increased while we are in conservatorship or receivership. Accordingly,

Executive Compensation | Compensation Discussion and Analysis

Fannie Mae 2021 Form 10-K 196

annual direct compensation for our Chief Executive Officer is limited to base salary at an annual rate of

$600,000.

• STOCK Act. Pursuant to the STOCK Act and related FHFA regulations, our senior executives, including the

named executives, are prohibited from receiving bonuses during conservatorship. FHFA defines a bonus as a

payment that rewards an employee for work performed, where details of the award (such as the decision to

grant it or its amounts) are determined after the performance period using discretion or inherently subjective

measures.

• FHFA Instructions—Executive Compensation. The powers of FHFA as our conservator include the authority to

set executive compensation. As our conservator, FHFA has retained the authority to approve the terms and

amounts of our executive compensation. In its instructions to us, FHFA directed that management obtain

FHFA’s decision before entering into new compensation arrangements or increasing amounts or benefits

payable under existing compensation arrangements of named executives or other executive officers as defined

in SEC rules.

• FHFA Instructions—Other Compensation. Pursuant to FHFA instructions, FHFA’s decision as conservator is

required with regard to any changes in employee compensation that could significantly impact our employees,

including but not limited to retention awards, special incentive plans and merit increase pool funding.

• FHFA Directives. As our conservator, FHFA has directed us to:

◦ limit base salaries for all employees to no more than $600,000;

◦ obtain FHFA’s decision before entering into any compensation arrangement for a new hire where the

proposed total target direct compensation is $600,000 or above;

◦ obtain FHFA’s decision before increasing the total target direct compensation of any employee where

the proposed total target direct compensation is $600,000 or above;

◦ increase the mandatory deferral period for at-risk deferred salary as described under “Change to At-

Risk Deferred Salary Deferral Period;” and

◦ include in our policies and procedures penalties for executive officers and certain other covered

employees who are found to have engaged in specified restricted activity, including the clawback of

compensation in appropriate circumstances to the extent permitted by law. See “Other Executive

Compensation Considerations—Compensation Recoupment Policies—Clawback Provision under

Confidentiality and Proprietary Rights Agreement” for a description of the compensation forfeiture and

recoupment provisions we have implemented pursuant to this FHFA directive.

• FHFA Guidance. As our conservator, FHFA has instructed us to benchmark to the lower end of the range of

market compensation for both new executive hires and compensation increase requests for existing executives,

unless FHFA has granted an exception.

• Shareholder Powers. As our conservator, FHFA has all powers of our shareholders. Accordingly, we have not

held shareholders’ meetings since entering into conservatorship, nor have we held any shareholder advisory

votes on executive compensation.

• Golden Parachute Regulation. A golden parachute payment generally refers to a compensatory payment that is

contingent on or provided in connection with termination of employment. FHFA regulation pursuant to the GSE

Act generally prohibits us from making golden parachute payments to any current or former director, officer, or

employee of the company during any period in which we are in conservatorship, receivership or other troubled

condition, unless either a specific exemption applies or the Director of FHFA approves the payments. Specific

exemptions include qualified pension or retirement plans, nondiscriminatory employee plans or programs that

meet specified requirements, and bona fide deferred compensation plans or arrangements that meet specified

requirements.

Other Applicable Requirements

We are also subject to legal and regulatory requirements relating to our executive compensation that apply whether or

not we are in conservatorship, including the following:

• Senior Preferred Stock Purchase Agreement. Under the terms of our senior preferred stock purchase

agreement with Treasury, until the senior preferred stock is repaid or redeemed in full:

◦ We may not enter into any new compensation arrangements with, or increase amounts or benefits

payable under existing compensation arrangements of, any named executives or other executive

Executive Compensation | Compensation Discussion and Analysis

Fannie Mae 2021 Form 10-K 197

officers as defined in SEC rules without the consent of the Director of FHFA, in consultation with the

Secretary of the Treasury.

◦ We may not sell or issue any equity securities without the prior written consent of Treasury except

under limited circumstances, which effectively eliminates our ability to offer stock-based compensation.

• Charter Act. Under the Charter Act and related FHFA regulations, FHFA as our regulator must approve any

termination benefits we offer to our named executives and certain other officers identified by FHFA.

• GSE Act. Pursuant to the GSE Act and related FHFA regulations, FHFA as our regulator has specified oversight

authority over our executive compensation. The GSE Act directs FHFA to prohibit us from providing

compensation to our named executives and certain other officers identified by FHFA that is not reasonable or

comparable with compensation for employment in other similar businesses involving similar duties and

responsibilities. FHFA may at any time review the reasonableness and comparability of an executive officer’s

compensation and may require us to withhold any payment to the officer during such review. The GSE Act also

provides that, if we are classified as significantly undercapitalized, FHFA’s prior written approval is required to

pay any bonus to an executive officer or to provide certain increases in compensation to an executive officer.

Chief Executive Officer Compensation

Direct compensation for our Chief Executive Officer consists solely of a base salary at an annual rate of $600,000 and

has been limited to this amount by statute since the enactment of the Equity in Government Compensation Act of 2015.

For purposes of this disclosure, “direct compensation” includes salary and other cash compensation, but excludes

certain health and welfare, retirement, relocation and other similar benefits. See “Compensation Tables and Other

Information—Summary Compensation Table” for information about our Chief Executive Officer’s total 2021

compensation.

Our current level of Chief Executive Officer compensation restricts our ability to attract and retain executive talent. Total

direct compensation for our Chief Executive Officer in 2021 was approximately 95% below the market median for 2020

chief executive officer compensation at comparable firms. Our inability to offer market-based compensation to our Chief

Executive Officer hinders our succession planning for our chief executive officer role. See “Risk Factors” for a

discussion of the risks associated with executive retention and succession planning.

Executive Compensation | Compensation Discussion and Analysis

Fannie Mae 2021 Form 10-K 198

Elements of 2021 Executive Compensation Program

Direct Compensation

The table below summarizes the principal elements, objectives and key features of our 2021 executive compensation

program for our named executives. Our Chief Executive Officer received only base salary and no deferred salary. All

elements of our named executives’ direct compensation are paid in cash.

Base Salary Fixed cash payments,

which are paid during the

year on a biweekly basis.

Attract and

retain named

executives by

providing a

fixed level of

current cash

compensation.

Base salary reflects each named executive’s level of

responsibility and experience, as well as individual

performance over time.

Base salary rate may not exceed $600,000 for any

employee, including the named executives, while we

are in conservatorship.

Deferred

Salary

(Not

applicable to

our Chief

Executive

Officer)

Deferred salary is earned

in biweekly increments

over the course of the

performance year and is

paid in quarterly

installments in March,

June, September and

December of the

following year.

(1)

There are two elements

of deferred salary:

• a fixed portion that is

generally subject to

reduction if an executive

leaves the company

within one year

following the end of the

performance year,

unless he or she has

met specified age and

years of service

requirements; and

• an at-risk portion that is

subject to reduction

based on assessments

of corporate and

individual performance

following the end of the

performance year.

Interest accrues on

deferred salary at one-

half of the one-year

Treasury Bill rate in effect

on the last business day

immediately preceding

the year in which the

deferred salary is

earned.

Fixed Deferred Salary

Retain named

executives.

Earned but unpaid fixed deferred salary is generally

subject to reduction if a named executive leaves the

company within one year following the end of the

performance year, unless he or she has met the age

and years of service requirements specified below. The

amount of earned but unpaid fixed deferred salary

received by the named executive will be reduced by

2% for each full or partial month by which the

executive’s separation date precedes January 31 of

the second year following the performance year (or, if

later, the end of the twenty-fourth month following the

month in which the named executive first earned

deferred salary).

The reduction provisions applicable to payments of

earned but unpaid fixed deferred salary do not apply if

an officer’s employment terminates other than for

cause at or after age 62, or age 55 with 10 years of

service with Fannie Mae, or as a result of death or

long-term disability.

At-Risk Deferred Salary

Retain named

executives and

encourage

them to

achieve

corporate and

individual

performance

objectives.

Equal to 30% of each named executive’s total target

direct compensation. Half of at-risk deferred salary was

subject to reduction based on corporate performance

against the 2021 scorecard as determined by FHFA in

its discretion. The remaining half of at-risk deferred

salary was subject to reduction based on individual

performance as determined by the Board of Directors,

with FHFA’s review, taking into account corporate

performance against the 2021 Board of Directors’

goals.

There is no potential for at-risk deferred salary to be

paid out at greater than 100% of target; at-risk deferred

salary is subject only to reduction.

If the executive’s employment terminates due to death

or long-term disability prior to the Board of Directors’

and FHFA’s determinations of performance, the

reduction provisions applicable to payments of earned

but unpaid at-risk deferred salary do not apply.

Compensation

Element Form

Primary

Compensation

Objectives Key Features

(1)

As described in “Change to At-Risk Deferred Salary Deferral Period” below, for our current named executives, at-risk

deferred salary earned beginning January 1, 2022 will be paid in March, June, September and December of the

second year following the performance year.

Executive Compensation | Compensation Discussion and Analysis

Fannie Mae 2021 Form 10-K 199

Employee Benefits

Our employee benefits serve as an important tool in attracting and retaining senior executives. We describe the

employee benefits available in 2021 to our named executives in the table below. We provide more detail on our

retirement plans in “Compensation Tables and Other Information.”

401(k) Plan (“Retirement

Savings Plan”)

A tax-qualified defined contribution plan (“401(k)

plan”) available to our employee population as a

whole.

Attract and retain named

executives by providing

retirement savings in a

tax-efficient manner.

Non-qualified Deferred

Compensation (“Supplemental

Retirement Savings Plan”)

The Supplemental Retirement Savings Plan is an

unfunded, non-tax-qualified defined contribution

plan. The plan supplements our Retirement Savings

Plan by providing benefits to participants whose

annual eligible earnings exceed the IRS limit on

eligible compensation for 401(k) plans.

Attract and retain named

executives by providing

additional retirement

savings.

Health, Welfare and Other

Benefits

In general, the named executives are eligible for the

same benefits available to our employee population

as a whole, including our medical insurance plans,

life insurance program and matching charitable gifts

program. The named executives are also eligible to

participate in our voluntary supplemental long-term

disability plan, which is available to many of our

employees.

Provide for the well-being

of the named executive

and his or her family.

Benefit Form Primary Objective

Sign-on Awards and Relocation Benefits

In addition to the direct compensation and employee benefits described in the tables above, from time to time we may

offer a sign-on award to a new executive to attract the executive to join Fannie Mae and/or to compensate the executive

for compensation forfeited upon leaving a prior employer. We also from time to time may offer relocation benefits to a

new executive to attract the executive by reimbursing them for costs associated with moving to the Washington, DC

area.

Chief Operating Officer Retention Award

In July 2021, Fannie Mae entered into a retention award agreement with Kimberly Johnson, Fannie Mae’s Executive

Vice President and Chief Operating Officer, pursuant to which we provided a cash retention award to Ms. Johnson of

$1.6 million payable in two installments, with $800,000 payable in December 2021 and $800,000 payable in December

2022. The first installment of the retention award was paid to Ms. Johnson in December 2021.

We provided the retention award to Ms. Johnson to encourage her to remain employed by the company in light of other

potential opportunities and due to the scope of her role and skill set and her value to the company.

The retention award agreement provides that the award is conditioned on Ms. Johnson remaining employed by Fannie

Mae through at least December 1, 2022 and her compliance with the terms of the agreement. The agreement provides

that Ms. Johnson is required to repay any portion of the retention award already paid to her (net of withholding taxes) if,

on or before December 1, 2022:

• she voluntarily terminates her employment with Fannie Mae;

• she violates the terms of the agreement (including if such violation is determined after her termination); or

• she engages in misconduct which ultimately results in her termination of employment.

The agreement also provides that, if we determine that a draw is required under the senior preferred stock purchase

agreement with Treasury for a quarterly period that occurs on or after the date of the agreement, Ms. Johnson will not

be entitled to receive any retention award payments for which the payment date is on or after the date that we

determine such draw is required. Any draw caused by changes in law or accounting treatment, or any other non-Fannie

Mae performance-related reasons, is excluded from this provision. The full text of Ms. Johnson’s retention award

agreement, including all terms and conditions, is provided in Exhibit 10.21 to this report.

Executive Compensation | Compensation Discussion and Analysis

Fannie Mae 2021 Form 10-K 200

Severance Benefits

We have not entered into agreements with any of our named executives that entitle the executive to severance benefits.

Under the 2021 executive compensation program, a named executive is entitled to receive a specified portion of his or

her earned but unpaid deferred salary if his or her employment is terminated for any reason other than for cause. See

“Compensation Tables and Other Information—Potential Payments Upon Termination or Change-in-Control” for

information on compensation that we may pay to a named executive in certain circumstances in the event the

executive’s employment is terminated.

Change to At-Risk Deferred Salary Deferral Period

In 2019, FHFA directed us to increase the mandatory deferral period for at-risk deferred salary received by senior vice

presidents and above from one year to two years. For executives hired before January 1, 2020, this change became

effective for at-risk deferred salary earned beginning January 1, 2022. For executives hired or promoted to senior vice

president on or after January 1, 2020, this change was effective for at-risk deferred salary earned beginning January 1,

2020. Accordingly, for our named executives who are currently employed by the company (referred to as our “current

named executives”), at-risk deferred salary earned beginning January 1, 2022 will be paid in quarterly installments in

the second year following the performance year. For example, at-risk deferred salary earned in 2022 will be paid in

quarterly installments in 2024. Because our Chief Executive Officer does not receive deferred salary, his compensation

is not affected by this change. This change to our executive compensation program applies for so long as we are in

conservatorship.

Executive Compensation | Compensation Discussion and Analysis

Fannie Mae 2021 Form 10-K 201

Determination of 2021 Compensation

2021 Compensation Actions

The table below displays the 2021 direct compensation targets for each of our named executives who were our

employees as of December 31, 2021 compared to the actual amounts that will be paid to the named executives based

on the assessments and determinations by FHFA, the Compensation and Human Capital Committee, and the Board of

Directors. This table is presented on a different basis from, and is not intended to replace, the Summary Compensation

Table required under applicable SEC rules, which is included in “Compensation Tables and Other Information—

Summary Compensation Table” and includes additional forms of compensation not included in the table below. Ms.

Mellet is excluded from the table below due to her departure from the company in May 2021.

Summary of 2021 Compensation Actions

2021 Corporate

Performance-Based

At-Risk Deferred

Salary

(1)

2021 Individual

Performance-Based

At-Risk Deferred

Salary

(2)

Total

Name and Principal Position

2021 Base

Salary Rate

2021 Fixed

Deferred

Salary Target

Actual

% of

Target Target

Actual

% of

Target Target Actual

Hugh Frater $ 600,000 $ — $ — — % $ — — % $ 600,000 $ 600,000

Chief Executive Officer

Chryssa Halley

(3)

440,000 335,385 166,154 92 166,154 95 1,107,693 1,086,093

Executive Vice President and Chief

Financial Officer

David Benson 600,000 1,920,000 540,000 92 540,000 95 3,600,000 3,529,800

President; Former Interim Chief

Financial Officer

Jeffery Hayward 500,000 1,460,000 420,000 92 420,000 85.5 2,800,000 2,705,500

Executive Vice President and Chief

Administrative Officer

Kimberly Johnson

(4)

500,000 1,594,615 448,846 92 448,846 95 2,992,307 2,933,957

Executive Vice President and Chief

Operating Officer

Stergios Theologides 500,000 1,180,000 360,000 92 360,000 95 2,400,000 2,353,200

Executive Vice President, General

Counsel, and Corporate Secretary

(1)

As described in “2021 Executive Compensation Program; Chief Executive Officer Compensation—Elements of 2021

Executive Compensation Program,” half of the named executives’ at-risk deferred salary (15% of total target direct

compensation) was subject to reduction based on corporate performance against the 2021 scorecard as determined by

FHFA in its discretion. See “Assessment of Corporate Performance Against 2021 Scorecard” for a description of FHFA’s

assessment of the company’s performance against the 2021 scorecard.

(2)

As described in “2021 Executive Compensation Program; Chief Executive Officer Compensation—Elements of 2021

Executive Compensation Program,” half of the named executives’ at-risk deferred salary (15% of total target direct

compensation) was subject to reduction based on individual performance as determined by the Board of Directors, with

FHFA’s review, taking into account corporate performance against the 2021 Board of Directors’ goals. See “Assessment of

Corporate Performance against 2021 Board of Directors’ Goals” and “Assessment of 2021 Individual Performance” for a

description of the Board’s assessment of the 2021 Board of Directors’ goals and the Board’s assessment of the named

executives’ individual performance.

(3)

Ms. Halley became Executive Vice President and Chief Financial Officer on November 29, 2021. From January 1, 2021

through December 4, 2021, Ms. Halley’s annual target direct compensation was $1,050,000, consisting of $435,000 in

base salary, $300,000 in fixed deferred salary and $315,000 in at-risk deferred salary. Effective December 5, 2021, her

annual target direct compensation increased to $1,800,000, consisting of base salary of $500,000, fixed deferred salary of

$760,000 and at-risk deferred salary of $540,000. The targets and amounts in this table reflect Ms. Halley’s prorated

compensation targets and amounts for 2021. Effective November 6, 2022, Ms. Halley’s annual target direct compensation

will increase to $2,200,000, consisting of base salary of $500,000, fixed deferred salary of $1,040,000 and at-risk deferred

salary of $660,000.

Executive Compensation | Compensation Discussion and Analysis

Fannie Mae 2021 Form 10-K 202

(4)

Effective January 17, 2021, Ms. Johnson’s annual target direct compensation increased to $3,000,000, consisting of

$500,000 in base salary, $1,600,000 in fixed deferred salary and $900,000 in at-risk deferred salary. Prior to that date, Ms.

Johnson’s annual target direct compensation was $2,800,000, consisting of $500,000 in base salary, $1,460,000 in fixed

deferred salary and $840,000 in at-risk deferred salary. The targets and amounts in this table reflect Ms. Johnson’s

prorated compensation targets and amounts for 2021. This table excludes the retention award Ms. Johnson received in

2021, which is discussed in “2021 Executive Compensation Program; Chief Executive Officer Compensation—Elements of

2021 Executive Compensation Program—Chief Operating Officer Retention Award” and in “Compensation Tables and

Other Information—Summary Compensation Table.”

Assessment of Corporate Performance against 2021 Scorecard

Overview

In February 2021, FHFA issued the 2021 scorecard, a set of corporate performance objectives and related targets for

2021. As described in the table below, FHFA suspended two scorecard objectives in June 2021, removed two objectives

from the scorecard in August 2021 and removed one objective from the scorecard in November 2021. The elements of

the 2021 scorecard are shown below under “FHFA Assessment.” FHFA developed these objectives and related targets

with input from management. Half of 2021 at-risk deferred salary, or 15% of overall 2021 total target direct

compensation for each named executive other than Mr. Frater, was subject to reduction based on FHFA’s assessment in

its discretion of our performance against the 2021 scorecard and related objectives, including the assessment criteria

identified below.

As part of the 2021 scorecard, FHFA established that, in addition to the specific scorecard items outlined in the table

below, our performance would be assessed based on the extent to which:

• Our activities foster competitive, liquid, efficient, and resilient (“CLEAR”) national housing finance markets that

support homeowners and renters with responsible and sustainable products and programs;

• We conduct business in a safe and sound manner, anticipate and mitigate emerging risk issues and remediate

identified risk concerns on a timely basis;

• We meet expectations under all of FHFA’s requirements, including capital, liquidity and resolution planning

requirements;

• We conduct initiatives with consideration for diversity and inclusion under statutory requirements consistent

with FHFA’s expectations;

• We cooperate and collaborate with Freddie Mac, CSS, the industry, and other stakeholders, in consultation with

FHFA; and

• We deliver work products that are high quality, thorough, creative, effective, and timely.

FHFA Assessment

We provided updates to and maintained a dialogue with FHFA throughout 2021 on our performance against the 2021

scorecard, including our performance against FHFA’s expectations for diversity and inclusion. In January and February

2022, FHFA reviewed and assessed our performance against the 2021 scorecard, with input from management. FHFA

determined that our overall performance against the 2021 scorecard was strong and that the portion of 2021 at-risk

deferred salary for senior executives that is based on corporate performance would be paid at 92% of target. In

assessing our performance against the 2021 scorecard, the factors considered by FHFA included our completion of all

of the 2021 scorecard objectives that were assessed and our performance against the qualitative assessment criteria

referenced above. FHFA acknowledged that we adopted FHFA’s recommendations and requirements with respect to

enhanced reporting to FHFA on diversity and inclusion initiatives, thereby meeting FHFA’s expectations by year end.

Executive Compensation | Compensation Discussion and Analysis

Fannie Mae 2021 Form 10-K 203

The table below sets forth the 2021 scorecard and a summary of FHFA’s assessment of our achievement against the

scorecard objectives and targets. For purposes of the 2021 scorecard, “Enterprise” refers to each of Fannie Mae and

Freddie Mac.

Foster Competitive, Liquid, Efficient, And Resilient (CLEAR) National Housing Finance Markets

The Enterprises should conduct business and undertake initiatives that support statutory mandates and ensure

competitive national housing finance markets that protect taxpayers, promote liquidity through the cycle, and support

sustainable homeownership and affordable rental housing.

Housing Goals/Duty-to-Serve: Fulfill the Enterprises’ Housing Goals and

Duty-to-Serve plans by offering sustainable mortgage programs and

conducting effective outreach.

The objective was completed.

Uniform Mortgage-Backed Security (UMBS): Carefully monitor and

maintain UMBS cash flow alignment and take such further steps as necessary

to ensure a well-functioning To-Be-Announced (TBA) securitization market.

The objective was completed.

Key On-going Initiatives: Successfully continue to implement key on-going

initiatives.

• COVID-19 Market Actions – Continue to respond as appropriate to

mortgage market needs related to COVID-19.

• Multifamily Caps – Manage to the multifamily cap requirements

described in Appendix A of the 2021 scorecard.

• Credit Score Rule – Continue implementation of the final Credit

Score Rule with adherence to the regulation’s requirements in a

timely and effective manner.

• Collateral Evaluation RFI Process – Continue to support FHFA’s

assessment of the collateral evaluation process, including alternative

appraisal approaches and supporting technology.

• LIBOR Transition – Continue to ensure that there is an effective

transition from LIBOR to approved alternative reference rates by

announcing plans and milestones to transition legacy LIBOR

products.

The objective was completed.

FHFA acknowledged that we worked

collaboratively with FHFA and Freddie

Mac to facilitate aligned reporting on

COVID-19 borrower outcomes.

Level Playing Field Standards and Increased Transparency:

• Support strategies that enhance a level playing field for a wide range

of mortgage market participants.

• Continue to comply with prohibitions on volume-based pricing for

purchases of mortgage loans from lenders and work to ensure that all

approved lenders have access to Enterprise programs on consistent

terms.

• Continue to operate the cash window and whole loan conduit and

implement requirements related to focusing cash window and whole

loan conduit purchases on small and regional lenders.

• Continue to assess additional data that could be made publicly

available to inform risk transfer markets and foster a competitive

mortgage market that does not crowd out private capital.

FHFA suspended this objective in June

2021.

FHFA did not assess our performance

against this objective.

Objectives Performance Assessment

Executive Compensation | Compensation Discussion and Analysis

Fannie Mae 2021 Form 10-K 204

Efficient Operation of State and Local Housing Markets: Assess

opportunities and seek stakeholder feedback through an RFI to support and

encourage state and local policies that enable the housing market to function

more efficiently by (1) reducing the cost of housing production and/or (2)

lowering the cost or risk of providing mortgage financing.

The objective was completed.

Natural Disaster Assessment: Monitor risks and exposures to the

Enterprises’ books of business from natural disasters.

The objective was completed.

Ensure Safety and Soundness

In order to provide mortgage liquidity through the cycle, the Enterprises should focus on operating all aspects of the

business in a safe and sound manner given limited capital cushions, with a prudent risk profile and heightened risk

management appropriate for conservatorship. These efforts include:

Risk Profile: Develop appropriate Enterprise risk limits to ensure risk and

complexity are reduced to levels more appropriate for regulated entities with

limited capital cushions.

FHFA suspended this objective in June

2021.

While FHFA suspended this objective,

high single-family acquisition volumes

during the year resulted in breaches in

single-family risk limits, which were

resolved by year end.

Capital Management and Planning: Implement capital management and

capital planning capabilities that transition away from the existing

Conservatorship Capital Framework to the Enterprise Capital Rule

requirements.

• Develop and implement transition plans that achieve compliance with

the Enterprise Capital Rule in a reasonable amount of time under

alternative scenarios.

• Implement capabilities to allocate capital and manage risk

dynamically.

• Develop and implement sound capital management plans that

appropriately tailor risk to Enterprise capital levels and incorporate

resolution planning objectives.

The objective was completed.

Resolution Planning: Begin developing, in coordination with and pursuant to

guidance from FHFA, a plan to resolve the Enterprise without recourse to

extraordinary support from Treasury or taxpayers, that preserves the core

businesses of the Enterprise and minimizes potential disruption to housing

and finance markets.

The objective was completed.

Risk Transfer: Continue to transfer credit risk to private markets in a

commercially reasonable and safe and sound manner, including actively

pursuing sales of less liquid assets such as non-performing loans and re-

performing loans.

The objective was completed.

Objectives Performance Assessment

Executive Compensation | Compensation Discussion and Analysis

Fannie Mae 2021 Form 10-K 205

Mortgage Selling and Servicing: Continue mortgage selling, servicing, and

asset management efforts that promote stability and readiness for continued

COVID-19 stress and the potential for more challenging market conditions.

• Assist FHFA in finalizing and implementing updated Seller / Servicer

Eligibility Requirements.

• Continue to assess additional counterparty risk management controls

and requirements that further ensure appropriate safety and

soundness.

• Continue to assess readiness and capability of servicers and

appropriateness of servicing policies and processes.

• Carefully assess and mitigate, to the extent possible, any material

adverse risk impacts from COVID-19 selling or servicing flexibilities.

• Partner with FHFA, the Mortgage Industry Standards Maintenance

Organization (MISMO) and the Servicing Transfers Development

Work Group membership, including the Consumer Financial

Protection Bureau (CFPB), to further data standardization efforts.

The objective was completed.

Core Operations and Technology: Increase focus on core Enterprise

operational and technology management to ensure stability, resiliency,

efficiency, and risk reduction.

• Continue efforts to enhance business resiliency and recovery

management capabilities to minimize the impact of disruptions and

maintain business operations for mission-critical processes.

• Continue efforts to protect the availability, security, integrity, and

confidentiality of information.

• Continue efforts to improve the efficiency and effectiveness of

operations, including multi-year planning for legacy system

modernization.

• Continue efforts to establish and improve enterprise-level data

management and governance capabilities.

• Ensure that the structure and design of core operations and

technology systems are reflected in Enterprise resolution planning

efforts.

• In partnership with CSS, ensure that CSS and the Common

Securitization Platform (CSP) support the securitization needs of the

Enterprises and operate in an efficient and safe and sound manner.

The objective was completed.

FHFA commended Fannie Mae for its

work relating to enhancing business

resiliency and legacy system

modernization.

Prepare for a Transition Out of Conservatorship

The Enterprises should continue to support the development and implementation of a responsible transition plan to exit

conservatorship, with appropriate readiness by the Enterprises

Roadmap Toward End of Conservatorships: Continue to provide support to

FHFA as needed to develop a roadmap with milestones for exiting

conservatorship, including the development of any capital restoration plans.

FHFA removed this objective in August

2021; therefore, FHFA did not assess

performance against this objective.

Housing Market Reform and Alignment: Conduct such activities as directed

by FHFA related to housing market reform.

FHFA removed this objective in August

2021; therefore, FHFA did not assess

performance against this objective.

Objectives Performance Assessment

Executive Compensation | Compensation Discussion and Analysis

Fannie Mae 2021 Form 10-K 206

Efficient Utilization of Capital: Develop and implement strategies that

ensure the efficient utilization of capital targeted to support the core guaranty

business with adequate returns to attract the private capital necessary to

enable an exit from the conservatorships.

FHFA removed this objective in

November 2021; therefore, FHFA did

not assess performance against this

objective.

Common Securitization Platform Strategy: Continue efforts to develop and

implement, in conjunction with FHFA, a post-conservatorship strategy and

governance framework for CSS/CSP.

The objective was completed.

Address Identified Areas in Need of Improvement: Timely resolve

supervisory findings to FHFA’s satisfaction, and maintain an effective process

to ensure that new findings are remediated by management in a timely

fashion with appropriate board oversight.

The objective was completed.

Fair Lending: Maintain a sustainable, effective process for fair lending risk

assessment, monitoring, and mitigation, and work with the FHFA’s Office of

Fair Lending Oversight to prepare for transition to post-conservatorship fair

lending supervision and oversight.

The objective was completed.

Objectives Performance Assessment

Assessment of Corporate Performance against 2021 Board of Directors’ Goals

In April 2021, the Board of Directors finalized the 2021 Board of Directors’ goals and in July 2021 the Board updated

these goals to reflect FHFA’s feedback. The revised 2021 Board of Directors’ goals are presented in the table below.

Performance against these goals was a factor the Board of Directors used to determine the individual performance of

the named executives, other than our Chief Executive Officer, for purposes of the individual performance-based

component of the named executives’ 2021 at-risk deferred salary.

In December 2021 and January 2022, the Compensation and Human Capital Committee reviewed our performance

against the 2021 Board of Directors’ goals. In connection with the Compensation and Human Capital Committee’s

review, management provided the Compensation and Human Capital Committee with a report assessing management’s

performance against the goals, which was reviewed for accuracy by our Internal Audit group. The Compensation and

Human Capital Committee also discussed performance against the goals with the Chair of the Audit Committee and the

Chair of the Risk Policy and Capital Committee. The Compensation and Human Capital Committee considered

management’s assessment of its performance against the goals and also discussed the company’s performance with

our Chief Executive Officer, President, and Executive Vice President and Chief Administrative Officer. The

Compensation and Human Capital Committee also discussed the performance of each named executive (other than his

own performance) with our Chief Executive Officer. The Compensation and Human Capital Committee also discussed

the performance of some of the named executives with our President and Executive Vice President and Chief

Administrative Officer.

The Compensation and Human Capital Committee concluded that management delivered strong results in a safe and

sound manner under dynamic conditions. Despite the challenges posed by market conditions, sustained remote working

and the ongoing COVID-19 pandemic, Fannie Mae achieved or substantially met all of the objectives that comprise the

2021 Board of Directors’ goals. In assessing management’s performance, the Compensation and Human Capital

Committee recognized that the company well exceeded a number of the performance metrics established pursuant to

the 2021 Board of Directors’ goals, successfully launched new initiatives, and delivered positive financial and mission-

oriented results. The Compensation and Human Capital Committee acknowledged that management fell slightly short of

its objective to maintain its annual minority engagement index score at or above the benchmark for high-performing

companies. The Committee also acknowledged opportunities for improvement in management’s performance in 2021

relating to its engagement and communication with FHFA.

The Board of Directors did not assign any relative weight to the Board of Directors’ goals and the Compensation and

Human Capital Committee used its judgment in determining the overall level of company performance. In January 2022,

following its review of management’s and the company’s performance in 2021, and after discussions among the

independent members of the Board of Directors, the Compensation and Human Capital Committee recommended, and

the Board of Directors determined, that corporate performance against the 2021 Board of Directors’ goals was 95%

overall.

Executive Compensation | Compensation Discussion and Analysis

Fannie Mae 2021 Form 10-K 207

The Compensation and Human Capital Committee and the Board of Directors also assessed the 2021 individual

performance of each named executive in January 2022. Following these assessments, the Compensation and Human

Capital Committee recommended, and the Board of Directors determined, each eligible named executive’s individual

performance-based at-risk deferred salary amount for 2021, as described in “Assessment of 2021 Individual

Performance” below.

The Compensation and Human Capital Committee provided FHFA with its assessment of corporate performance

against the 2021 Board of Directors’ goals. In February 2022, FHFA approved the performance-based at-risk deferred

salary payments for the eligible named executives.

The table below sets forth our 2021 Board of Directors’ goals and a summary of the Compensation and Human Capital

Committee’s assessment of our achievement against these goals.

Goals Relating to Strategic Objectives

Build on our mission-first culture to become a

globally-recognized, top-performing

environmental, social and governance (ESG)

financial services company by delivering positive

mission and community outcomes to serve

homeowners and tenants.

The goal was substantially achieved. The Compensation

and Human Capital Committee believes the company met or

exceeded substantially all of its objectives relating to this

strategic goal, including all of its single-family and multifamily

housing goals, all of its duty to serve obligations, and all of its

objectives relating to: single-family and multifamily green

MBS; social bond issuance; Future Housing Leaders;

constructing and integrating the ESG framework into its

processes, operations and business solutions; identifying

meaningful opportunities to leverage Fannie Mae’s unique

position in the housing ecosystem to make the housing

finance system more equitable; and enhancing Fannie Mae’s

culture. The company substantially met its diversity and

inclusion objectives, but fell slightly short of its objective to

maintain its annual minority engagement index score at or

above the benchmark for high-performing companies.

FHFA will make the final determination on whether the

company has met its 2021 housing goals and duty to serve

obligations.

Ensure that Fannie Mae is a financially secure

company, that is able to attract private capital by

managing risk to the firm and the housing

finance system to fulfill its mission.

The goal was achieved. The company met all of its

objectives relating to this strategic goal, including its

objectives for limiting administrative expenses, resolution

planning activities, and progress towards developing capital

and risk management capabilities.

Increase operational agility and efficiency,

accelerating the digital transformation of the firm

to deliver more value and reliable, modern

platforms in support of the broader housing

finance system.

The goal was achieved. The company met all of its

objectives relating to this strategic goal, including its

objectives relating to cloud adoption, progress toward

increasing its operational agility and accelerating the digital

transformation.

Goal Relating to Regulatory Requirements

Regulatory exam engagement and

responsiveness.

The goal was achieved. The company submitted requested

documents to FHFA for all new FHFA examinations within

mutually agreed timeframes and submitted remediation plans

to FHFA for all FHFA-identified risk and control matters within

established timeframes or mutually acceptable extensions.

While the company met the requirements of the goal, the

Compensation and Human Capital Committee acknowledged

opportunities for improvement in management’s performance

in 2021 relating to its engagement and communication with

FHFA.

Board of Directors’ Goals Assessment of Performance

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Fannie Mae 2021 Form 10-K 208

Assessment of 2021 Individual Performance

Half of each of eligible named executive’s 2021 at-risk deferred salary was subject to reduction based on individual

performance in 2021, as determined by the Board of Directors with FHFA’s approval. The Board of Directors assessed

the performance of our Chief Executive Officer, who does not receive at-risk deferred salary, against goals prepared for

the Chief Executive Officer, with input from the Compensation and Human Capital Committee. The Board of Directors

assessed the performance and approved compensation for our other named executives with input from the

Compensation and Human Capital Committee, the Chief Executive Officer, the President, and the Executive Vice

President and Chief Administrative Officer.

The Board’s determinations regarding each eligible named executive’s individual performance-based at-risk deferred

salary for 2021 and highlights of each named executive’s performance in 2021 are discussed below. In determining

each eligible named executive’s individual performance-based at-risk deferred salary amount for 2021, the

Compensation and Human Capital Committee recommended, and the Board of Directors determined, that no named

executive would receive more than 95% of their target to reflect the 95% corporate performance factor. FHFA approved

the performance-based at-risk deferred salary payments for the eligible named executives in February 2022.

For more information on the named executives’ 2021 individual performance-based at-risk deferred salary, see

“Compensation Tables and Other Information—Summary Compensation Table,” including footnote 5 to the Summary

Compensation Table for 2021, 2020 and 2019.

Hugh Frater

Chief Executive

Officer

Mr. Frater provided outstanding leadership to the company in a challenging year. His 2021

accomplishments included:

• provided leadership and direction to the company in a challenging time, including the

continued challenges posed by the COVID-19 pandemic. Under his leadership, the

company provided $1.4 trillion in liquidity to the mortgage market in 2021, enabling the

financing of 5.5 million home purchases, refinances and rental units, while increasing

the company’s net worth by $22.1 billion during the year to $47.4 billion as of December

31, 2021;

• worked with the Board and Management Committee to increase the company’s focus

on its mission to facilitate equitable and sustainable access to homeownership and

quality affordable rental housing across America, including implementing changes to our

underwriting system and launching new products and initiatives aimed at making the

housing system more equitable;

• oversaw management’s work to achieve the objectives set forth in the 2021 scorecard

and substantially all of the objectives set forth in the 2021 Board of Directors’ goals;

• worked with and provided direction to the Management Committee to make significant

progress on implementing the company’s strategic plan, including initiatives relating to

ESG matters, enhancing the company’s capability to effectively manage risk and

capital, and increasing the company’s operational agility and efficiency;

• continued to improve the company’s culture, including by creating a new Employee

Inclusive Culture Council; and

• worked to develop a strong working relationship with the new FHFA Acting Director and

her senior team.

Executive Compensation | Compensation Discussion and Analysis

Fannie Mae 2021 Form 10-K 209

David Benson

President

Former Interim Chief

Financial Officer

Mr. Benson has been President of Fannie Mae since 2018. In addition to serving as President

in 2021, Mr. Benson served as the company’s Interim Chief Financial Officer from May 2021 to

November 2021, as well as the interim head of the Single-Family business from January 2021

to May 2021. The Board determined that Mr. Benson’s individual performance-based at-risk

deferred salary for 2021 would be paid at 95% of his target. Mr. Benson’s continued strong

leadership in 2021 was critical to the company’s success in achieving the 2021 scorecard and

2021 Board of Directors’ goals. His 2021 accomplishments included:

• took on significant additional responsibilities during the year as interim head of the

Single-Family business in the first half of the year and interim Chief Financial Officer in

the second half of the year;

• oversaw work on a number of the company’s 2021 scorecard and 2021 Board of

Directors’ goals that were met or exceeded, including objectives relating to

administrative expenses, resolution planning activities, and capital and resource

management;

• partnered with the CEO to deliver vision and direction to employees on our mission,

culture, strategy, stakeholder engagement and implementation tactics;

• continued to implement the company’s strategic plan, particularly initiatives relating to

enhancing the company’s capability to effectively manage risk and capital;

• oversaw successful organizational realignment and succession activities, including the

transition to a new head of the Single-Family business and a new Chief Financial

Officer, and hiring, developing and promoting other leaders in the Single-Family

business and Finance and Capital Markets divisions; and

• as a Board member of CSS, helped the CSS CEO to sustain excellence in serving the

GSEs during a period of regulatory transition.

Chryssa Halley

Executive Vice

President and Chief

Financial Officer

Ms. Halley was promoted to Executive Vice President and Chief Financial Officer in November

2021. Prior to that time, she was Fannie Mae’s Senior Vice President and Controller. The

Board determined that Ms. Halley’s individual performance-based at-risk deferred salary for

2021 would be paid at 95% of her target. Ms. Halley’s many accomplishments in 2021

provided critical support to Fannie Mae’s achievement of the company’s 2021 goals. Her 2021

accomplishments included:

• oversaw the successful implementation of a new general ledger in January 2022;

• continued the implementation of the company’s new hedge accounting program in

2021;

• contributed to the company’s achievement of its 2021 scorecard goals and 2021 Board

of Directors’ goals, including projects relating to capital management and planning, risk

management, LIBOR transition and ESG reporting;

• supported business priorities, including the launch of new products during 2021; and

• assisted in Chief Financial Officer transition during 2021 while in her role as Senior Vice

President and Controller, including taking on additional responsibilities.

Celeste Mellet

Former Executive

Vice President and

Chief Financial

Officer

Ms. Mellet left the company in May 2021. The Board determined that Ms. Mellet’s individual

performance-based at-risk deferred salary for 2021 would be paid at 95% of her adjusted

target. Ms. Mellet’s accomplishments in 2021 included:

• finalized the implementation of the company’s hedge accounting program in January

2021;

• continued to promote commercial practices, including organizational efficiency initiatives

and enhancing our analytics;

• progress toward implementation of FHFA’s new capital rule; and

• worked with the President to ensure a successful transition of her responsibilities.

Executive Compensation | Compensation Discussion and Analysis

Fannie Mae 2021 Form 10-K 210

Jeffery Hayward

Executive Vice

President and Chief

Administrative Officer

Mr. Hayward has been Executive Vice President and Chief Administrative Officer since August

2020. Mr. Hayward was also our Chief Office of Minority and Women Inclusion (“OMWI”)

Officer until October 2021, with responsibility to direct and oversee Fannie Mae’s diversity and

inclusion program. In assessing his performance, the Board considered both his performance

in his role as Executive Vice President and Chief Administrative Officer and in his role as Chief

OMWI Officer. The Board determined that Mr. Hayward’s individual performance-based at-risk

deferred salary for 2021 would be paid at 85.5% of his target. Mr. Hayward’s strong leadership

in 2021 contributed to the company’s achievement of its 2021 goals in a number of significant

ways. His 2021 accomplishments included:

• led the company’s ESG, affordable housing, and diversity and inclusion initiatives in

2021, including meeting or exceeding substantially all related 2021 Board of Directors’

goal objectives and 2021 scorecard goal objectives;

• partnered with the Management Committee to ensure employee understanding of and

alignment with the company’s mission to facilitate equitable and sustainable access to

homeownership and quality affordable rental housing across America;

• implemented new educational program for the Board and Management Committee to

discuss race and housing inequality and how Fannie Mae can drive positive change;

• continued to enhance the company’s infrastructure for understanding and managing

climate risk, including convening cross-functional groups and establishing connections

with outside stakeholders; and

• re-opened the company’s facilities for voluntary on-site work and worked with the

Management Committee on a hybrid work approach.

Kimberly Johnson

Executive Vice

President and Chief

Operating Officer

The Board determined that Ms. Johnson’s individual performance-based at-risk deferred

salary for 2021 would be paid at 95% of her target. Ms. Johnson’s successful leadership of the

Chief Operating Office (“COO”) organization provided critical support to Fannie Mae’s

achievement of the company’s 2021 goals. Her 2021 accomplishments included:

• continued to modernize the company’s technology infrastructure;

• implemented business process reengineering that improved resiliency, security and

efficiency, and resulted in cost savings;

• continued to enable the company to successfully work remotely through established

resiliency practices and new technologies;

• supported the Single-Family and Multifamily businesses in bringing mission-related

products and initiatives to the market and supported the Finance division in designing,

implementing and testing the new general ledger technology;

• met or exceeded all 2021 Board of Directors’ goal objectives assigned to the COO

organization, including those relating to cloud adoption and increasing operational

agility and accelerating the digital transformation of the company;

• completed all 2021 scorecard objectives assigned to the COO organization, including

those relating to: sales of nonperforming and reperforming loans; business resiliency;

recovery management capabilities; protecting the availability, security, integrity and

confidentiality of information; multi-year planning for legacy system modernization;

improving data management and governance capabilities; and oversight of CSS

activities to ensure safety and soundness; and

• developed and recruited key talent in the COO organization and restructured the COO

organization.

Executive Compensation | Compensation Discussion and Analysis

Fannie Mae 2021 Form 10-K 211

Stergios Theologides

Executive Vice

President, General

Counsel, and

Corporate Secretary

The Board determined that Mr. Theologides’s individual performance-based at-risk deferred

salary for 2021 would be paid at 95% of his target. Mr. Theologides’s successful leadership of

the Legal department provided critical support to Fannie Mae’s achievement of the company’s

2021 goals. His 2021 accomplishments included:

• led or co-led a number of the company’s mission- and culture-related initiatives,

including submitting the company’s first Equitable Housing Finance Plan to FHFA in

December 2021 and developing a Business Partner Code of Conduct;

• completed all 2021 scorecard objectives assigned to the Legal department, including

those relating to resolution planning, maintaining an effective fair lending program, and

assessing the appropriateness of servicing policies and processes;

• leadership in other key company initiatives, including the remediation of FHFA-identified

risk and control matters and membership on the company’s Rapid Response Team

tasked with re-opening the company’s facilities for voluntary on-site work;

• provided Legal department expertise to support the company’s mission-oriented

initiatives;

• continued to enhance Board and management-level governance; and

• developed talent in the Legal department.

Other Executive Compensation Considerations

Role of Compensation Consultants

The Compensation and Human Capital Committee’s independent compensation consultant is Frederic W. Cook & Co.,

Inc. (“FW Cook”). Management’s outside compensation consultant is McLagan.

For 2021, consultants from FW Cook attended meetings and advised the Compensation and Human Capital Committee

and the Board of Directors on various executive compensation matters, including:

• preparing an analysis of compensation for our Chief Executive Officer and Chief Financial Officer positions in

comparison to comparable positions at companies in our primary comparator group, based on information in

proxy statements and other reports filed by those companies with the SEC;

• reviewing McLagan’s analysis of market compensation data for select senior management positions;

• reviewing various management proposals relating to compensation structures and levels, and for new hires and

promotions;

• reviewing our risk assessment of our 2021 compensation program;

• assisting the Compensation and Human Capital Committee in its evaluation of our performance against the

2021 Board of Directors’ goals;

• facilitating the Compensation and Human Capital Committee’s evaluation of our Chief Executive Officer’s

performance;

• informing the Compensation and Human Capital Committee of regulatory updates and market trends in

compensation and benefits; and

• assisting with the preparation of executive compensation disclosure in our Annual Report on Form 10-K.

For 2021, consultants from McLagan attended meetings as needed and advised management and the Compensation

and Human Capital Committee on various compensation and human resources matters, including:

• providing guidance and feedback on our 2021 executive compensation program;

• defining the protocol regarding benchmarking for executives;

• advising on market trends, competitive pay levels and various compensation proposals for new hires and

promotions;

• providing market compensation data for senior management positions, including the named executives’

positions (other than the Chief Executive Officer and Chief Financial Officer); and

• reviewing market data and trends, and providing Compensation and Human Capital Committee members with

an opportunity to ask questions and discuss implications of trends on Fannie Mae.

Executive Compensation | Compensation Discussion and Analysis

Fannie Mae 2021 Form 10-K 212

Compensation Consultant Independence Assessment

Pursuant to SEC and NYSE rules, the Compensation and Human Capital Committee assessed the independence of

FW Cook and McLagan most recently in December 2021. Based on its assessments, the Compensation and Human

Capital Committee determined that FW Cook is independent from Fannie Mae management and has no conflicts of

interest.

Because McLagan was retained by and provides services to management, it is not an independent advisor. McLagan’s

work raises no material conflicts of interest, and we believe any conflict of interest raised by McLagan’s retention and

provision of services to management as well as to the Compensation and Human Capital Committee is addressed by

the Compensation and Human Capital Committee’s receipt of advice from and access to FW Cook as its independent

compensation consultant.

Comparator Group and Role of Benchmark Data

Our Compensation and Human Capital Committee typically requests benchmark compensation data for our senior

executives on an annual basis to assess the compensation of the company’s senior executives relative to our

comparator group or other appropriate benchmarks described below. In 2021, the Compensation and Human Capital

Committee used benchmark compensation data as one of a number of factors that informed its compensation

decisions.

Finding comparable firms for purposes of benchmarking executive compensation is challenging due to our unique

business, structure and mission, and the large size of our book of business compared to other financial services firms.

We believe the only directly comparable firm to us is Freddie Mac. At FHFA’s request, we and Freddie Mac use the

same comparator group of companies for benchmarking executive compensation to provide consistency in the market

data used for compensation decisions. Factors relevant to the selection of companies for our comparator group included

their status as U.S. public companies, the industry in which they operate (each is a commercial bank, insurance

company, finance lessor, government-sponsored enterprise or financial technology firm) and their size (in terms of

assets and number of employees) relative to the size of Fannie Mae. Our primary comparator group for 2021

compensation benchmarking consisted of the following 24 companies:

• The Allstate Corporation • Mastercard Incorporated

• Ally Financial Inc. • MetLife, Inc.

• American International Group, Inc. • Northern Trust Corporation

• American Express Company • The PNC Financial Services Group, Inc.

• The Bank of New York Mellon Corporation • Prudential Financial, Inc.

• Capital One Financial Corporation • Regions Financial Corporation

• Citizens Financial Group, Inc. • State Street Corporation

• Discover Financial Services • Synchrony Financial

• Fifth Third Bancorp • Truist Financial Corporation

• Freddie Mac • U.S. Bancorp

• The Hartford Financial Services Group, Inc. • Visa Inc.

• KeyCorp • Voya Financial, Inc.

This primary comparator group was developed and approved by FHFA and the Compensation and Human Capital

Committee in 2017, except for Truist Financial Corporation, a new company that was created by the December 2019

merger of two companies in the comparator group—BB&T Corporation and SunTrust Banks, Inc.

The Compensation and Human Capital Committee follows a bifurcated approach to benchmarking the compensation of

senior executive positions. Under this approach, while the comparator group noted above is the primary group of

companies used for benchmarking senior management pay levels, for certain senior management roles that are more

comparable in function and/or scope to roles at firms outside this comparator group, the Compensation and Human

Capital Committee considers pay levels against a broader or different group of companies. The company believes this

more comprehensive approach results in more reliable market data.

As described in “Role of Compensation Consultants” above, in 2021, FW Cook and McLagan prepared compensation

benchmarking data for the named executives and other senior management positions. The compensation

benchmarking data was primarily based on 2020 performance year compensation, but in most cases 2021 base salary

Executive Compensation | Compensation Discussion and Analysis

Fannie Mae 2021 Form 10-K 213

information was included if available. The named executives’ 2021 total target direct compensation was compared with

compensation for the comparable position at other companies as follows:

• the compensation of our Chief Executive Officer (Mr. Frater) and our Chief Financial Officer (Ms. Halley) was

benchmarked against our primary comparator group identified above;

• the compensation of our President (Mr. Benson) was benchmarked against our primary comparator group to

the extent those companies had a President position (15 of the 24 companies); and

• the compensation of our Executive Vice President and Chief Administrative Officer (Mr. Hayward), our

Executive Vice President and Chief Operating Officer (Ms. Johnson) and our Executive Vice President, General

Counsel, and Corporate Secretary (Mr. Theologides) was benchmarked against our primary comparator group

and divisional leadership from a group of large banks (Bank of America Corporation, Citigroup Inc., JPMorgan

Chase & Co. and Wells Fargo & Company), to the extent those firms have executives in comparable positions

(Mr. Hayward’s compensation was benchmarked against compensation at 12 companies, Ms. Johnson’s

compensation was benchmarked against compensation at 16 companies and Mr. Theologides’s compensation

was benchmarked against compensation at 22 companies).

Members of the Compensation and Human Capital Committee reviewed and discussed this data in November 2021.

Executive Compensation | Compensation Discussion and Analysis

Fannie Mae 2021 Form 10-K 214

Compensation Recoupment Policies

Compensation Recoupment Policy

A portion of our executive officers’ compensation is subject to forfeiture or repayment upon the occurrence of specified

events. We provide a summary of these repayment provisions, also known as “clawback” provisions, in the table below.

The full text of the company’s repayment provisions is provided in Exhibit 10.1 to this report. These provisions do not

apply to executive officers serving on an interim basis.

Materially Inaccurate Information

The executive officer has been granted deferred salary or

incentive payments based on materially inaccurate financial

statements or any other materially inaccurate performance

metric criteria.

Amounts of deferred salary and incentive payments

granted in excess of the amounts the Board of

Directors determines would likely have been granted

using accurate metrics.

Termination for Cause

The executive officer’s employment is terminated for cause.

For a description of what constitutes termination for cause, see

“Potential Payments Upon Termination or Change-in-Control—

Potential Payments to Named Executives.”

All deferred salary and incentive payments that have

not yet become payable.

Subsequent Determination of Cause

The Board of Directors later determines (within a specified

period of time) that the executive officer could have been

terminated for cause and that the officer’s actions materially

harmed the business or reputation of the company.

Deferred salary and incentive payments to the extent

the Board of Directors deems appropriate.

Willful Misconduct

The executive officer’s employment:

• is terminated for cause (or the Board of Directors later

determines that cause for termination existed within a

specified period of time) due to willful misconduct in

connection with the performance of his or her duties

for the company; and

• the Board of Directors determines this has materially

harmed the business or reputation of the company.

All deferred salary and incentive payments that have

not yet become payable, and, to the extent the

Board of Directors deems appropriate, deferred

salary and annual incentives or long-term awards

paid in the two-year period prior to the officer’s

employment termination date.

Forfeiture Event Compensation Subject to Forfeiture/Repayment

In addition, under Section 304 of the Sarbanes-Oxley Act of 2002, certain of the incentive-based compensation for

individuals serving as our chief executive officer or chief financial officer, including compensation received for prior

years, could become subject to reimbursement.

Clawback Provision under Confidentiality and Proprietary Rights Agreement

In addition to the compensation recoupment policy described above, the current named executives (other than the CEO,

as described below) are subject to a compensation clawback provision the company implemented in 2021 pursuant to a

Confidentiality and Proprietary Rights Agreement (the “Agreement”) and related Covered Employee External

Employment Activities Standard (the “Standard”). All specified covered employees, including the current named

executives, are required to enter into the Agreement and are subject to the Standard. Covered employees’ obligations

under the Agreement include, among other things, compliance with the Standard. The Agreement provides that, unless

otherwise required by law, covered employees’ at-risk compensation is subject to reduction, forfeiture, recoupment, and

repayment for violations of the Standard. Covered employees are required to sign a statement acknowledging their at-

risk compensation is subject to these requirements.

The Standard defines the following as restricted activity: directly or indirectly seeking, negotiating, creating, developing

or accepting employment or other commercial and business opportunities in which the covered employee has a

personal interest outside of Fannie Mae with firms that have, or seek to have, a business relationship with Fannie Mae

either during, or within the six-month period following, the covered employee’s employment at Fannie Mae. To address

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Fannie Mae 2021 Form 10-K 215

the risks associated with a covered employee engaging in restricted activities, the Standard requires covered

employees to:

• disclose timely prospective employment discussions in alignment with applicable Fannie Mae policies;

• abide by specified mitigation activities to address the conflicts of interest posted by such disclosures;

• for a six-month period after the termination of their Fannie Mae employment, refrain from representing any

person (including themselves) or any commercial entity to Fannie Mae or its employees in any way with respect

to any matter on which the covered employee had direct and substantial involvement or participation while

employed by Fannie Mae;

• maintain the confidentiality of Fannie Mae confidential information to which they had access in connection with

their Fannie Mae employment after termination of their Fannie Mae employment;

• inform Fannie Mae at the time of their departure whether they have accepted an offer of employment and/or

taken steps to form a new business and provide the name of the subsequent employer/company;

• abide by the one year non-solicitation/non-inducement of key employees to leave provisions of the Agreement;

and

• inform any subsequent employer that engages in business with Fannie Mae of these requirements of the

Standard to the extent that they remain applicable.

A covered employee’s failure to comply with the above-listed requirements of the Standard would be violations of the

Standard.

At-risk compensation for the named executives consists of the at-risk portion of deferred salary, and excludes base

salary and the fixed portion of deferred salary. The current named executives may be subject to:

• forfeiture of up to 100% of at-risk deferred salary that has not yet been paid; and

• recoupment of up to 100% of at-risk deferred salary that was paid during the period one year before or ending

one year after the violation.

In determining whether to take these actions, the decisionmaker may consider the seriousness of the violation, the level

and responsibilities of the covered employee, the intentional nature of the conduct of the covered employee, whether

the covered employee was unjustly enriched, whether seeking the recovery would prejudice the company’s interests in

any way, including in a proceeding or investigation, and any other factors they deem relevant to the determination.

Because Mr. Frater receives only base salary, this clawback provision does not apply to his compensation. The full text

of the company’s Confidentiality and Proprietary Rights Agreement is provided in Exhibit 10.19 to this report and a form

of the statement covered employees are required to sign is provided in Exhibit 10.20 to this report.

Stock Ownership Policy

We ceased paying new stock-based compensation to our executives after entering into conservatorship in September

2008. In 2009, our Board of Directors eliminated our stock ownership requirements.

Hedging Policy

All Fannie Mae employees, officers and directors are prohibited from transacting in options, puts, calls or other

derivative securities relating to Fannie Mae’s securities, on an exchange or in any other organized market. All Fannie

Mae employees, officers and directors are also prohibited from engaging in hedging transactions relating to Fannie

Mae’s securities, such as prepaid variable forwards, equity swaps, collars and exchange funds, and other derivatives.

Executive Compensation | Compensation Discussion and Analysis

Fannie Mae 2021 Form 10-K 216

Compensation Committee Report

The Compensation and Human Capital Committee of the Board of Directors of Fannie Mae has reviewed and discussed

the Compensation Discussion and Analysis included in this Annual Report on Form 10-K with management. Based on

such review and discussions, the Compensation and Human Capital Committee has recommended to the Board of

Directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.

Compensation and Human Capital Committee:

Diane C. Nordin, Chair

Simon Johnson, Vice Chair

Michael J. Heid

Robert H. Herz

Karin J. Kimbrough

Compensation Risk Assessment

Our Enterprise Risk Management division conducted a risk assessment of our 2021 employee compensation policies

and practices. In conducting this risk assessment, the division reviewed the following, among other things:

• our performance goals and performance appraisal process;

• our compensation structure (including incentives and pay mix);

• our severance arrangements and compensation clawback provisions;

• the restrictions on compensation applicable during conservatorship, including the limit on annual direct

compensation for our Chief Executive Officer; and

• the oversight of aspects of our compensation by the Compensation and Human Capital Committee, the Board

of Directors and FHFA.

The division also assessed whether mitigating factors existed that would reduce the opportunity for inappropriate risk-

taking driven by our compensation policies and practices. Our Chief Risk Officer shared the risk assessment of the

company’s 2021 compensation policies and practices with the Compensation and Human Capital Committee.

Based on the risk assessment, management concluded that our 2021 employee compensation policies and practices do

not create risks that are reasonably likely to have a material adverse effect on the company. A number of factors

contributed to this conclusion, including:

• the 2021 scorecard objectives and Board of Directors’ goals are neither designed nor intended to incentivize

employees to engage in activities contrary to our Employee Code of Conduct, risk appetite or any other activity

that would involve taking inappropriate risks or result in a material adverse effect on the company;

• our Board risk limits inhibit excessive risk taking, while allowing transparency and action when the limits are

exceeded; the Board limits define the maximum amount of risk the company is willing to take in pursuit of its

objectives, and the company regularly monitors, reports and escalates limit levels and the actions taken to

manage them;

• the overall design of our compensation structure does not incentivize material risk taking;

• deferred salary for our executive officers is subject to clawback provisions; and

• our control environment for compensation includes: a defined and consistently applied annual performance

appraisal process; compensation adjustment guidelines and criteria; succession planning; and retention

planning and monitoring.

Management stated in its risk assessment that the cap on our Chief Executive Officer’s compensation under the Equity

in Government Compensation Act of 2015 continues to be a risk factor for the company. As discussed in “Risk Factors,”

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.

Executive Compensation | Compensation Committee Report

Fannie Mae 2021 Form 10-K 217

Compensation Tables and Other Information

Summary Compensation Table

The following table shows summary compensation information for the named executives.

Summary Compensation Table for 2021, 2020 and 2019

Salary

Name and Principal Position

(1)

Year

Base

Salary

(2)

Fixed

Deferred

Salary

(Service-

Based)

(3)

Bonus

(4)

Non-Equity

Incentive

Plan

Compensation

(5)

All Other

Compensation

(6)

Total

Hugh Frater 2021 $ 600,000 $ — $ — $ — $ 36,000 $ 636,000

Chief Executive 2020 600,000 — — — 48,000 648,000

Officer 2019 600,000 — — — 71,104 671,104

Chryssa Halley 2021 440,000 335,385 — 310,863 62,707 1,148,955

Executive Vice President

and Chief Financial Officer

David Benson 2021 600,000 1,920,000 — 1,010,305 87,406 3,617,711

President; Former Interim 2020 623,077 1,920,000 — 979,727 113,710 3,636,514

Chief Financial Officer 2019 600,000 1,920,000 — 984,782 121,948 3,626,730

Celeste Mellet

(7)

2021 261,834 334,615 — 323,816 68,767 989,032

Former Executive Vice 2020 623,077 1,500,000 — 816,440 112,310 3,051,827

President and Chief 2019 569,231 1,229,231 700,000 722,336 107,164 3,327,962

Financial Officer

Jeffery Hayward 2021 500,000 1,460,000 — 745,873 72,268 2,778,141

Executive Vice President 2020 519,231 1,460,000 — 762,010 93,145 2,834,386

and Chief Administrative 2019 500,000 1,460,000 — 765,941 99,291 2,825,232

Officer

Kimberly Johnson 2021 500,000 1,594,615 800,000 839,762 72,335 3,806,712

Executive Vice President 2020 519,231 1,460,000 — 762,010 93,145 2,834,386

and Chief Operating 2019 500,000 1,373,846 — 752,614 93,369 2,719,829

Officer

Stergios Theologides 2021 500,000 1,180,000 — 673,537 77,128 2,430,665

Executive Vice President,

General Counsel, and

Corporate Secretary

(1)

Ms. Halley has been the company’s Executive Vice President and Chief Financial Officer since November 2021.

Prior to that time, she was Fannie Mae’s Senior Vice President and Controller. Mr. Benson has been the company’s

President since 2018, and also served as the company’s Interim Chief Financial Officer from May 2021 to November

2021, as well as the interim head of the Single-Family business from January 2021 to May 2021. Ms. Mellet

Executive Compensation | Compensation Tables and Other Information

Fannie Mae 2021 Form 10-K 218

(formerly Celeste M. Brown) was the company’s Executive Vice President and Chief Financial Officer until she left

the company in May 2021.

(2)

Amounts shown in this sub-column consist of base salary paid during the year on a biweekly basis.

(3)

Amounts shown in this sub-column consist of the fixed, service-based portion of deferred salary. Deferred salary

shown for 2021 generally will be paid in four equal installments in March, June, September and December 2022.

Deferred salary accrues interest at one-half of the one-year Treasury Bill rate in effect on the last business day

preceding the year in which the deferred salary is earned. For deferred salary earned in 2021, this rate is 0.05% per

year. For deferred salary earned in 2020 and 2019, this rate was 0.795% and 1.315% per year, respectively. Interest

on the named executives’ fixed deferred salary is shown in the “All Other Compensation” column. Deferred salary

shown for 2020 was paid to our named executives during 2021, and deferred salary shown for 2019 was paid to our

named executives during 2020. As described in footnote 7 below, Ms. Mellet forfeited a portion of her 2020 fixed

deferred salary reported in this sub-column as a result of her departure from the company prior to January 31, 2022.

(4)

The amounts in this column consist of a retention award for Ms. Johnson and a sign-on award for Ms. Mellet, which

do not constitute bonuses under the STOCK Act as defined by FHFA. The amount shown in this column for Ms.

Johnson consists of the first installment of a $1.6 million retention award; this installment was paid to her in

December 2021. Ms. Johnson must repay this amount (net of withholding taxes) if she leaves the company on or

before December 1, 2022 and in other circumstances specified in the retention award agreement. See

“Compensation Discussion and Analysis—2021 Executive Compensation Program; Chief Executive Officer

Compensation—Elements of 2021 Executive Compensation Program—Chief Operating Officer Retention Award” for

more information on the terms of Ms. Johnson’s retention award. The amount shown in this column for Ms. Mellet

consists of the final installment paid in 2019 of a sign-on award Ms. Mellet received when she joined the company.

See “Executive Compensation—Compensation Discussion and Analysis—Determination of 2019 Compensation—

Certain Named Executive Compensation Arrangements—Chief Financial Officer” in our annual report on Form 10-K

for the year ended December 31, 2019 for information regarding Ms. Mellet’s sign-on award.

(5)

Amounts shown in this column consist of the performance-based at-risk portion of deferred salary earned during the

year and interest payable on that deferred salary. The table below provides more detail on the 2021 at-risk deferred

salary awarded to our named executives. Because Ms. Mellet left the company in May 2021, she was eligible to

receive a maximum of $346,154 in 2021 at-risk deferred salary, which is the portion of her annual $900,000 2021 at-

risk deferred salary target that she earned prior to her departure from the company. See footnote 7 below for

additional information.

Performance-Based At-Risk Deferred Salary

Name

2021 Corporate

Performance-Based

At-Risk Deferred

Salary

2021 Individual

Performance-Based

At-Risk Deferred

Salary

Interest

Payable on

2021 At-Risk

Deferred

Salary Total

Hugh Frater $ — $ — $ — $ —

Chryssa Halley

152,862 157,846 155 310,863

David Benson

496,800 513,000 505 1,010,305

Celeste Mellet

159,231 164,423 162 323,816

Jeffery Hayward 386,400 359,100 373 745,873

Kimberly Johnson 412,938 426,404 420 839,762

Stergios Theologides

331,200 342,000 337

673,537

Executive Compensation | Compensation Tables and Other Information

Fannie Mae 2021 Form 10-K 219

(6)

The table below provides more detail on the amounts reported for 2021 in the “All Other Compensation” column.

All Other Compensation

Name

Company

Contributions

Retirement

Savings

(401(k)) Plan

Company

Credits to

Supplemental

Retirement

Savings

Plan

Matching

Charitable

Award

Program

Interest

Payable on

2021 Fixed

Deferred

Salary Total

Hugh Frater $ 17,400 $ 18,600 $ — $ — $ 36,000

Chryssa Halley

17,400 45,139 — 168 62,707

David Benson

17,400 68,446 600 960 87,406

Celeste Mellet

17,400 46,200 5,000 167 68,767

Jeffery Hayward 17,400 54,138 — 730 72,268

Kimberly Johnson 17,400 54,138

—

797 72,335

Stergios Theologides

17,400 54,138 5,000 590 77,128

All 2021 company contributions to the Retirement Savings Plan and Supplemental Retirement Savings Plan are fully

vested.

Amounts shown in the “Matching Charitable Award Program” column consist of gifts we made on behalf of our

named executives under our matching charitable gifts program, under which gifts made by our employees and

directors to Internal Revenue Code Section 501(c)(3) charities were matched, up to an aggregate total of $5,000 for

the 2021 calendar year.

(7)

Ms. Mellet resigned from the company effective May 28, 2021. Ms. Mellet’s annual 2021 fixed deferred salary was

$1,500,000; therefore, she earned $576,923 in 2021 fixed deferred salary between January 1, 2021 and her

departure on May 28, 2021. Because of her departure from the company, Ms. Mellet forfeited 42% of this earned but

unpaid 2021 fixed deferred salary, as well as 18% of her earned but unpaid 2020 fixed deferred salary. The amount

of 2021 fixed deferred salary that Ms. Mellet forfeited is excluded from this table, which shows only amounts she

actually will receive. Ms. Mellet forfeited $242,308 of her 2021 fixed deferred salary (which constitutes a 42%

reduction, or 2% for each month by which her departure date preceded January 31, 2023). The amount of 2020 fixed

deferred salary that Ms. Mellet forfeited is included in this table, which shows the 2020 amount we reported in our

annual report on Form 10-K for the year ended December 31, 2020. Ms. Mellet forfeited $202,500 of her 2020 fixed

deferred salary (which constitutes an 18% reduction in the unpaid portion ($1,125,000) of her earned 2020 fixed

deferred salary, or 2% for each month by which her departure date preceded January 31, 2022). Ms. Mellet’s annual

target 2021 at-risk deferred salary was $900,000. The amount of 2021 at-risk deferred salary in this table reflects the

portion of her annual target 2021 at-risk deferred salary that she earned from January 1, 2021 through her May 28,

2021 departure date ($346,154), reduced to 93.5% of the adjusted target based on corporate and individual

performance in 2021. As described in “Compensation Discussion and Analysis—Determination of 2021

Compensation,” the corporate performance-based portion will be paid at 92% of target and her individual

performance-based portion will be paid at 95% of target. See footnote 4 to “Potential Payments Upon Termination as

of December 31, 2021” table for information on Ms. Mellet’s 2021 deferred salary payments.

Executive Compensation | Compensation Tables and Other Information

Fannie Mae 2021 Form 10-K 220

Plan-Based Awards

The following table shows the annual at-risk deferred salary targets for each of the named executives during 2021. The

terms of 2021 at-risk deferred salary are described in “Compensation Discussion and Analysis—2021 Executive

Compensation Program; Chief Executive Officer Compensation—Elements of 2021 Executive Compensation Program

—Direct Compensation.” Deferred salary amounts shown represent only the target performance-based at-risk portion of

the named executives’ 2021 deferred salary.

Grants of Plan-Based Awards in 2021

Estimated Future Payouts Under

Non-Equity Incentive Plan Awards

(1)

Name Award Type Threshold Target Maximum

Hugh Frater At-risk deferred salary—Corporate $ — $ — $ —

At-risk deferred salary—Individual — — —

Total at-risk deferred salary — — —

Chryssa Halley At-risk deferred salary—Corporate — 166,154 166,154

At-risk deferred salary—Individual

— 166,154 166,154

Total at-risk deferred salary

— 332,308 332,308

David Benson At-risk deferred salary—Corporate — 540,000 540,000

At-risk deferred salary—Individual

— 540,000 540,000

Total at-risk deferred salary

— 1,080,000 1,080,000

Celeste Mellet

(2)

At-risk deferred salary—Corporate — 450,000 450,000

At-risk deferred salary—Individual

— 450,000 450,000

Total at-risk deferred salary

— 900,000 900,000

Jeffery Hayward At-risk deferred salary—Corporate — 420,000 420,000

At-risk deferred salary—Individual — 420,000

420,000

Total at-risk deferred salary — 840,000

840,000

Kimberly Johnson At-risk deferred salary—Corporate — 448,846 448,846

At-risk deferred salary—Individual — 448,846

448,846

Total at-risk deferred salary — 897,692

897,692

Stergios Theologides At-risk deferred salary—Corporate — 360,000 360,000

At-risk deferred salary—Individual

— 360,000 360,000

Total at-risk deferred salary

— 720,000 720,000

(1)

Amounts shown are the target amounts of the performance-based at-risk portion of the named executives’ 2021

deferred salary. Half of 2021 at-risk deferred salary was subject to reduction based on corporate performance

against the 2021 scorecard, as determined by FHFA, and half was subject to reduction based on individual

performance in 2021, taking into account corporate performance against the 2021 Board of Directors’ goals, as

determined by the Board of Directors with FHFA’s review. No amounts are shown in the “Threshold” column because

deferred salary does not specify a minimum amount payable. The amounts shown in the “Maximum” column are the

same as the amounts shown in the “Target” column because 2021 at-risk deferred salary was only subject to

reduction; amounts higher than the target amount could not be awarded. The actual amounts of the at-risk portion of

2021 deferred salary that will be paid to the named executives for 2021 performance are included in the “Non-Equity

Incentive Plan Compensation” column of the “Summary Compensation Table for 2021, 2020 and 2019.”

(2)

Amounts shown for Ms. Mellet reflect her annual at-risk deferred salary target. Ms. Mellet left the company in May

2021. The adjusted amount of her total 2021 at-risk deferred salary target reflecting the portion of the year she was

employed by the company was $346,154.

Executive Compensation | Compensation Tables and Other Information

Fannie Mae 2021 Form 10-K 221

Pension Benefits

Retirement Savings Plan

The Retirement Savings Plan is a tax-qualified defined contribution plan for which all of our employees are generally

eligible that includes a 401(k) before-tax feature, a regular after-tax feature and a Roth after-tax feature. Under the plan,

eligible employees may allocate investment balances to a variety of investment options. We match in cash employee

contributions up to 6% of base salary and eligible incentive compensation. Employees are 100% vested in our matching

contributions.

Nonqualified Deferred Compensation

We provide nonqualified deferred compensation to the named executives pursuant to our Supplemental Retirement

Savings Plan. Our Supplemental Retirement Savings Plan is an unfunded, non-tax-qualified defined contribution plan.

The Supplemental Retirement Savings Plan is intended to supplement our Retirement Savings Plan, or 401(k) plan, by

providing benefits to participants whose eligible earnings exceed the IRS annual limit on eligible compensation for

401(k) plans (for 2021, the annual limit was $290,000).

For 2021, we credited 6% of the eligible compensation for our named executives that exceeded the applicable IRS

annual limit, which was immediately vested. Eligible compensation in any year consists of base salary plus any eligible

incentive compensation (which includes deferred salary) earned for that year, up to a combined maximum of two times

base salary. Prior to 2021, in addition to this 6% credit, the Supplemental Retirement Savings Plan provided for an

additional 2% credit of eligible compensation. In November 2020, we amended the Supplemental Retirement Savings

Plan to eliminate this additional 2% credit beginning with compensation earned for the 2021 plan year. Amounts credited

for 2021 include the 2% credit related to eligible 2020 compensation that was paid in 2021.

While the Supplemental Retirement Savings Plan is not funded, amounts credited on behalf of a participant under the

Supplemental Retirement Savings Plan are deemed to be invested in mutual fund investments selected by the

participant that are similar to the investments offered under our Retirement Savings Plan.

Amounts deferred under the Supplemental Retirement Savings Plan are payable to participants in the January or July

following separation from service with us, subject to a six month delay in payment for our 50 most highly-compensated

officers. Participants generally may not withdraw amounts from the Supplemental Retirement Savings Plan while they

are employees.

The table below provides information on the nonqualified deferred compensation of the named executives in 2021, all of

which was provided pursuant to our Supplemental Retirement Savings Plan.

Non-Qualified Deferred Compensation for 2021

Name

Company

Contributions

in 2021

(1)

Aggregate

Earnings in

2021

(2)

Aggregate

Balance at

December 31,

2021

(3)

Hugh Frater $ 18,600 $ 4,882 $ 80,284

Chryssa Halley

45,139 69,558 709,124

David Benson

68,446 (13,562) 929,780

Celeste Mellet

46,200 38,310 312,819

Jeffery Hayward 54,138 59,484 800,260

Kimberly Johnson 54,138 119,213 953,989

Stergios Theologides

54,138 10,776 127,876

(1)

All amounts reported in this column are also reported as 2021 compensation in the “All Other Compensation” column

of the “Summary Compensation Table for 2021, 2020 and 2019.”

(2)

None of the earnings reported in this column are reported as 2021 compensation in the “Summary Compensation

Table for 2021, 2020 and 2019” because the earnings are neither above-market nor preferential.

(3)

Amounts reported in this column reflect company contributions to the Supplemental Retirement Savings Plan that

are also reported in the “All Other Compensation” column of the “Summary Compensation Table for 2021, 2020 and

2019” as follows:

Executive Compensation | Compensation Tables and Other Information

Fannie Mae 2021 Form 10-K 222

Balance Amounts Reported in “All Other Compensation” in the Summary Compensation Table

Name

Amounts in Aggregate Balance

Column that Represent Company

Contributions Reported as

Compensation for 2020 in the

Summary Compensation Table

Amounts in Aggregate Balance

Column that Represent Company

Contributions Reported as

Compensation for 2019 in the

Summary Compensation Table

Hugh Frater $ 25,200 $ 25,600

Chryssa Halley

— —

David Benson

75,046 73,600

Celeste Mellet

72,585 63,600

Jeffery Hayward 58,738 57,600

Kimberly Johnson 58,738 57,600

Stergios Theologides

— —

Potential Payments Upon Termination or Change-in-Control

The information below describes and quantifies certain compensation and benefits that would have become payable to

each of our current named executives under our existing plans and arrangements if the named executive’s employment

had terminated on December 31, 2021 under each of the circumstances described below, taking into account the

named executive’s compensation and service levels as of that date. The discussion below does not reflect retirement or

deferred compensation plan benefits to which our named executives may be entitled, as these benefits are described

above under “Pension Benefits” and “Nonqualified Deferred Compensation.” The information below also does not

generally reflect compensation and benefits available to all salaried employees upon termination of employment with us

under similar circumstances. We are not obligated to provide any additional compensation to our named executives in

connection with a change-in-control.

Potential Payments to Named Executives

We have not entered into agreements with any of our named executives that would entitle the executive to severance

benefits. Under the 2021 executive compensation program, a named executive would be entitled to receive a specified

portion of his or her earned but unpaid 2021 deferred salary if his or her employment was terminated for any reason,

other than for cause.

Below we discuss various elements of the current named executives’ compensation that would become payable in the

event a named executive dies, resigns, retires, terminates employment due to long-term disability, or the company

terminates his or her employment. We then quantify the amounts that would be paid to our current named executives in

these circumstances, in each case assuming the triggering event occurred on December 31, 2021.

• Deferred salary. If a named executive is separated from employment with the company for any reason other than

termination for cause, he or she would receive the following:

◦ Fixed deferred salary. The earned but unpaid portion of his or her fixed deferred salary, reduced by 2% for

each full or partial month by which the named executive’s termination precedes January 31 of the second year

following the performance year (or, if later, the end of the twenty-fourth month following the month in which the

named executive first earned deferred salary), except that the reduction will not apply if: (1) at the time of

separation the named executive has reached age 62, or age 55 with 10 years of service with Fannie Mae, or

(2) the named executive’s employment terminates as a result of death or long-term disability.

◦ At-risk deferred salary. The earned but unpaid portion of his or her at-risk deferred salary, subject to reduction

from the target level for corporate and individual performance for the applicable performance year, except that

the reduction will not apply if an officer’s employment terminates as a result of death or long-term disability

prior to the Board of Directors’ and FHFA’s determinations of performance for at-risk deferred salary.

◦ Interest on deferred salary. Interest on deferred salary payments. Deferred salary accrues interest at one-half

of the one-year Treasury Bill rate in effect on the last business day preceding the year in which the deferred

salary is earned.

Payment dates. Installment payments of deferred salary and related interest would be made on the original

payment schedule, except that payments will be made within 90 days in case of the named executive’s death.

Termination for cause. If a named executive’s employment is terminated by the company for cause, he or she

would not receive any of the earned but unpaid portion of his or her deferred salary. The company may terminate

an executive for cause if it determines that the executive has: (a) materially harmed the company by, in connection

Executive Compensation | Compensation Tables and Other Information

Fannie Mae 2021 Form 10-K 223

with the performance of his or her duties for the company, engaging in gross misconduct or performing his or her

duties in a grossly negligent manner; or (b) been convicted of, or pleaded nolo contendere with respect to, a

felony.

• Retiree medical benefits. We currently make certain retiree medical benefits available to our full-time employees

who meet certain age and service requirements at the time of retirement.

Executive Compensation | Compensation Tables and Other Information

Fannie Mae 2021 Form 10-K 224

The table below shows the amounts that would have become payable to each of our current named executives if his or

her employment had terminated on December 31, 2021 for the reasons specified. No amounts are shown for Mr. Frater,

as he does not receive deferred salary. Ms. Mellet resigned from the company effective May 28, 2021; therefore, the

amounts shown in the table below reflect the 2021 deferred salary amounts she will receive in 2022 based on her May

28, 2021 separation date, rather than the amounts she would have received if she had left the company on December

31, 2021.

Potential Payments Upon Termination as of December 31, 2021

Name

2021 Fixed

Deferred Salary

(1)

2021 At-Risk

Deferred Salary

(2)

Interest on 2021

Deferred Salary

(3)

Total

Hugh Frater

Resignation, retirement, or termination

without cause $ — $ — $ — $ —

Long-term disability — — — —

Death — — — —

Termination for cause — — — —

Chryssa Halley

Resignation, retirement, or termination

without cause 335,385 310,708 323 646,416

Long-term disability 335,385 332,308 334 668,027

Death 335,385 332,308 193 667,886

Termination for cause

—

David Benson

Resignation, retirement, or termination

without cause 1,920,000 1,009,800 1,465 2,931,265

Long-term disability 1,920,000 1,080,000 1,500 3,001,500

Death 1,920,000 1,080,000 909 3,000,909

Termination for cause

—

Celeste Mellet

(4)

Resignation, retirement, or termination

without cause 334,615 323,654 329 658,598

Long-term disability

—

Death

—

Termination for cause

—

Jeffery Hayward

Resignation, retirement, or termination

without cause 1,460,000 745,500 1,103 2,206,603

Long-term disability 1,460,000 840,000 1,150 2,301,150

Death 1,460,000 840,000 696 2,300,696

Termination for cause — — — —

Kimberly Johnson

Resignation, retirement, or termination

without cause 1,180,015 839,342 1,010 2,020,367

Long-term disability 1,594,615 897,692

1,246

2,493,553

Death 1,594,615 897,692

753

2,493,060

Termination for cause — — — —

Stergios Theologides

Resignation, retirement, or termination

without cause 873,200 673,200 773 1,547,173

Long-term disability 1,180,000 720,000

950

1,900,950

Death 1,180,000 720,000

575

1,900,575

Termination for cause

—

Executive Compensation | Compensation Tables and Other Information

Fannie Mae 2021 Form 10-K 225

(1)

In the case of resignation, retirement or termination without cause, Ms. Johnson and Mr. Theologides each would

have received 74% of their 2021 fixed deferred salary, which is the earned but unpaid portion of their 2021 fixed

deferred salary as of December 31, 2021, reduced by 2% for each full or partial month by which their separation

from employment preceded January 31, 2023. Ms. Halley, Mr. Benson and Mr. Hayward each would have received

100% of their 2021 fixed deferred salary, with no reduction, because Ms. Halley had reached age 55 with 10 years of

service with Fannie Mae and Mr. Benson and Mr. Hayward had reached age 62. Based on her separation date of

May 28, 2021, Ms. Mellet’s earned but unpaid 2021 fixed deferred salary was $576,923. She will receive 58% of this

amount as a result of her resignation, reflecting a reduction of 2% for each full or partial month by which her

separation from employment preceded January 31, 2023.

(2)

The amounts in this column in the event of resignation, retirement, or termination without cause reflect FHFA’s and

the Board’s determinations of 2021 corporate performance-based at-risk deferred salary and 2021 individual

performance-based at-risk deferred salary, as described in “Compensation Discussion and Analysis—Determination

of 2021 Compensation.” The amounts in this column for current named executives in the event of a termination due

to death or long-term disability do not reflect any performance-based reduction, because the hypothetical December

31, 2021 termination date occurred prior to FHFA’s and the Board’s performance determinations for at-risk deferred

salary in early 2022. Amounts in this column for Ms. Mellet reflect her earned but unpaid 2021 at-risk deferred salary

through her May 28, 2021 separation date, and also reflect FHFA’s and the Board’s determinations of corporate and

her individual performance for 2021.

(3)

Interest payable on the deferred salary payments, which reflects that: (a) in the event of resignation, retirement,

termination without cause, or long-term disability, installment payments of deferred salary would be paid on the

original payment schedule; and (b) in the event of death, payments of deferred salary would be made within 90 days

of the executive’s death. The amount of interest payable in the event of death in this table assumes the payment of

deferred salary would occur on the 90th day following the hypothetical December 31, 2021 date of death. Interest on

2021 deferred salary payments accrues at an annual rate of 0.05%.

(4)

Because of her departure from the company, Ms. Mellet will receive only a portion of her target 2021 deferred salary

(which was $1,500,000 in fixed deferred salary and $900,000 in at-risk deferred salary). Specifically, she will receive:

(1) $334,615 in 2021 fixed deferred salary, which is the portion of her 2021 fixed deferred salary that she earned

from January 1, 2021 through May 28, 2021 ($576,923), reduced by 2% for each month by which her departure date

preceded January 31, 2023, or 42%; and (2) $323,654 in 2021 at-risk deferred salary, which is the portion of her

2021 at-risk deferred salary that she earned from January 1, 2021 through May 28, 2021 ($346,154), reduced to

93.5% of the adjusted target based on corporate and individual performance in 2021 (the corporate performance-

based portion will be paid at 92% of target and the individual performance-based portion will be paid at 95% of

target). The amounts reported as Ms. Mellet’s 2021 compensation in this table exclude all forfeited amounts and

represent amounts she actually will receive, rather than the original amounts awarded to her. Ms. Mellet will receive

her 2021 at-risk and fixed deferred salary (including interest) in two installments: $395,158 in March 2022 and

$263,440 in June 2022.

Chief Executive Officer to Median Employee Pay Ratio

The following table shows the compensation paid to our Chief Executive Officer for 2021, the total 2021 compensation

of our median employee (which was calculated based on the methodology described below the table), and the

estimated ratio of the Chief Executive Officer’s pay to the median employee’s pay for 2021.

2021 Chief Executive Officer to Median Employee Pay Ratio

Individual Compensation Ratio

Chief Executive Officer $ 636,000

4.1 to 1

Median Employee

154,531

We took the following steps to identify our median employee and determine this employee’s compensation:

• We identified our employee population as of December 31, 2021, which consisted of approximately 7,400 full-

time and part-time employees. We did not include independent contractors in this population.

• For each employee (other than our Chief Executive Officer), we determined the sum of their base salary for

2021, performance awards for 2021 and the value of company contributions made in 2021 on their behalf to

retirement plans. We did not annualize the compensation of employees who were employed for less than the

full year, nor did we make any full-time equivalent adjustments to part-time employees.

Executive Compensation | Compensation Tables and Other Information

Fannie Mae 2021 Form 10-K 226

• Comparing the sums, we identified an employee whose compensation best reflected Fannie Mae employees’

median 2021 compensation (that is, the midpoint of employees ranked in order of compensation amount).

• We then determined that median employee’s total 2021 compensation using the approach required by the SEC

when calculating our named executives’ compensation, as reported in the Summary Compensation Table.

In general, we offer employees base salary, the opportunity to receive awards for performance, company retirement

plan contributions and other benefits. In accordance with SEC rules, the median employee compensation amount for

2021 provided in the table above consists of base salary, an award for 2021 performance and company retirement plan

contributions, but does not reflect benefits relating to group life or health plans generally available to all salaried

employees, parking or transit benefits that are generally available to all salaried employees, or personal benefits with an

aggregate value of less than $10,000. The Chief Executive Officer compensation amount for 2021 provided in the table

above consists of base salary and company retirement plan contributions, and is the same amount reported in the

“Summary Compensation Table for 2021, 2020 and 2019.”

Given the different methodologies that companies may use to determine their CEO pay ratios, the estimated ratio we

report above may not be comparable to that reported by other companies.

Director Compensation

Overview

Our Corporate Governance Guidelines provide that compensation for members of the Board of Directors will be

reasonable, appropriate, and commensurate with the duties and responsibilities of their Board service. Our non-

management directors receive cash compensation pursuant to a program authorized by FHFA in 2008. The

compensation we provide to directors has not increased since this program was implemented in 2008.

Mr. Frater, our Chief Executive Officer and a member of the Board of Directors, did not receive any additional

compensation for his service as a director in 2021.

Board Compensation Levels

Board compensation levels under the program authorized by FHFA are shown in the table below. Our directors receive

no equity compensation and no meeting fees.

Board Compensation Levels

Board Service

Cash Compensation

Annual retainer for non-executive Chair $ 290,000

Annual retainer for non-management directors (other than the non-executive Chair) 160,000

Committee Service

Cash Compensation

Annual retainer for Audit Committee Chair $ 25,000

Annual retainer for Risk Policy and Capital Committee Chair 15,000

Annual retainer for all other Committee Chairs 10,000

Annual retainer for Audit Committee members (other than the Audit Committee Chair) 10,000

Additional Arrangements with our Non-Management Directors

Expenses. We pay for or reimburse directors for out-of-pocket expenses incurred in connection with their service on the

Board of Directors, including travel to and from our meetings, accommodations, meals and education.

Matching Charitable Gifts Program. To further our support for charitable giving, non-employee directors are able to

participate in our corporate matching gifts program on the same terms as our employees.

Stock Ownership Guidelines for Directors. In 2009, our Board of Directors eliminated our stock ownership requirements

for directors.

Executive Compensation | Compensation Tables and Other Information

Fannie Mae 2021 Form 10-K 227

2021 Non-Management Director Compensation

The total 2021 compensation for our non-management directors is shown in the table below.

2021 Non-Management Director Compensation Table

Name

Fees Earned

or Paid

in Cash

All Other

Compensation

(1)

Total

Amy Alving

$ 170,000 $ — $ 170,000

Sheila Bair

290,000 1,600 291,600

Christopher Brummer

(2)

134,762 — 134,762

Renee Glover

170,000 — 170,000

Michael Heid

180,000 — 180,000

Robert Herz

185,000 2,750 187,750

Antony Jenkins

167,083 — 167,083

Simon Johnson

(2)

137,679 — 137,679

Karin Kimbrough

160,376 — 160,376

Diane Nordin

180,000 5,000 185,000

Manolo Sánchez

175,000 5,000 180,000

Directors who resigned from the Board during 2021

Jonathan Plutzik

(3)

48,166 — 48,166

Ryan Zanin

(4)

13,333 — 13,333

(1)

Amounts shown in the “All Other Compensation” column consist of gifts we made on behalf of the directors under our

matching charitable gifts program, under which gifts made by our employees and directors to Internal Revenue Code

Section 501(c)(3) charities were matched, up to an aggregate total of $5,000 for the 2021 calendar year.

(2)

Mr. Brummer and Mr. Johnson joined Fannie Mae’s Board of Directors in February 2021.

(3)

Mr. Plutzik resigned from Fannie Mae’s Board of Directors effective April 2021.

(4)

Mr. Zanin resigned from Fannie Mae’s Board of Directors effective January 2021. Mr. Zanin has served as Fannie Mae’s

Executive Vice President and Chief Risk Officer since February 2021. Mr. Zanin earned $1,945,915 in total direct

compensation as Fannie Mae’s Executive Vice President and Chief Risk Officer in 2021, consisting of $461,538 in base

salary, $927,692 in fixed deferred salary and $556,685 in at-risk deferred salary. According to its terms, Mr. Zanin’s fixed

deferred salary earned in 2021 is payable in quarterly installments in March, June, September and December 2022 and his

at-risk deferred salary earned in 2021 is payable in quarterly installments in March, June, September and December 2023.

Mr. Zanin also earned $33,713 in other compensation as a Fannie Mae executive in 2021, consisting of company

contributions to the retirement savings plan, company credits to the supplemental retirement savings plan, interest payable

on 2021 fixed and at-risk deferred salary, and matching gift amounts. Mr. Zanin notified the company that he will be leaving

the company by April 2022. As a result, his earned but unpaid 2021 fixed deferred salary will be reduced by 2% for each full

or partial month by which his separation date precedes February 28, 2023.

Executive Compensation | Compensation Tables and Other Information

Fannie Mae 2021 Form 10-K 228

Item 12. Security Ownership of Certain Beneficial Owners

and Management and Related Stockholder Matters

Beneficial Ownership

Stock Ownership of Directors and Executive Officers

The following table shows the beneficial ownership of our stock by each of our directors, each of our named executives,

and all directors and executive officers as a group, as of February 1, 2022. As of that date, no director or named

executive, nor all directors and executive officers as a group, owned as much as 1% of our outstanding common stock

or owned any series of our preferred stock.

Beneficial Ownership of Stock by Directors and Executive Officers

Directors and Named Executives Position

Number of Shares of

Common Stock

Beneficially Owned

(1)

Amy Alving Director 0

Sheila Bair Director (Chairwoman of the Board) 0

Christopher Brummer Director 0

Renee Glover Director 0

Michael Heid Director 0

Robert Herz Director 0

Antony Jenkins Director 0

Simon Johnson Director 0

Karin Kimbrough Director 0

Diane Nordin Director 0

Manolo Sánchez Director 0

Hugh Frater Chief Executive Officer and Director 0

David Benson President 0

Chryssa Halley EVP and Chief Financial Officer 0

Celeste Mellet Former EVP and Chief Financial Officer 0

Jeffery Hayward EVP and Chief Administrative Officer 14,868

Kimberly Johnson EVP and Chief Operating Officer 6,669

Stergios Theologides EVP, General Counsel, and Corporate Secretary 0

All directors and executive officers as a group (21 persons)

(2)

50,683

(1)

Beneficial ownership is determined in accordance with the rules of the SEC for computing the number of shares of

common stock beneficially owned by each person and the percentage owned. Each holder has sole investment and

voting power over the shares referenced in this table, except for 9,146 shares for which one executive officer shares

investment and voting power with her spouse. None of our directors, named executives or other executive officers

held any series of our preferred stock as of the date of this table.

(2)

Group includes Ms. Mellet, who left the company in May 2021.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |

Beneficial Ownership

Fannie Mae 2021 Form 10-K 229

Stock Ownership of Greater-Than 5% Holders

The following table shows the beneficial ownership of our common stock by the only persons or entities we know of that

hold more than 5% of our common stock as of February 1, 2022.

Beneficial Ownership of Stock by 5%+ Holders

5%+ Holders

Common Stock

Beneficially

Owned

Percent

of Class

U.S. Department of the Treasury Variable

(1)

79.9 %

1500 Pennsylvania Avenue, NW, Washington, DC 20220

Pershing Square Capital Management, L.P.

PS Management GP, LLC

William A. Ackman 115,569,796

(2)

9.98 %

787 Eleventh Avenue, 9th Floor, New York, New York 10019

(1)

In September 2008, we issued to Treasury a warrant to purchase, for one one-thousandth of a cent ($0.00001) per

share, shares of our common stock equal to 79.9% of the total number of shares of our common stock outstanding

on a fully diluted basis at the time the warrant is exercised. The warrant may be exercised in whole or in part at any

time until September 7, 2028. As of February 15, 2022, Treasury has not exercised the warrant. The information

above assumes Treasury beneficially owns no other shares of our common stock.

(2)

Information regarding these shares and their holders is based solely on information contained in a Schedule 13D

filed with the SEC on November 15, 2013, as amended by an amendment to the Schedule 13D filed on March 31,

2014. The Schedule 13D and its amendment were filed by these holders as well as by Pershing Square GP, LLC.

According to the original Schedule 13D, Pershing Square Capital Management, L.P., as investment adviser for a

number of funds for which it purchased the shares reported in the table above, and PS Management GP, LLC, its

general partner, may be deemed to share voting and dispositive power for the shares. Pershing Square GP, LLC, as

general partner of two of the funds, may be deemed to share voting and dispositive power for 40,114,044 of the

shares reported in the table above, which are held by the two funds. As the Chief Executive Officer of Pershing

Square Capital Management, L.P. and managing member of each of PS Management GP, LLC and Pershing Square

GP, LLC, William A. Ackman may be deemed to share voting and dispositive power for all of the shares reported in

the table above. In the amendment, the parties further reported that certain of them had entered into swap

transactions resulting in their having additional economic exposure to approximately 15,434,715 notional shares of

common stock under certain cash-settled total return swaps, bringing their total aggregate economic exposure to

131,004,511 shares of common stock (approximately 11.31% of the outstanding common stock). In the amendment

to the Schedule 13D, these parties indicated that they would forgo future reporting on Schedule 13D based on their

determination that shares of the common stock are not voting securities as such term is used in Rule 13d-1(i) under

the Securities Exchange Act. As a result, the information in the table above does not reflect any acquisitions or

dispositions by these holders of Fannie Mae common stock that occurred after March 31, 2014.

Item 13. Certain Relationships and Related Transactions,

and Director Independence

Policies and Procedures Relating to Transactions with

Related Persons

Overview. We review transactions in which Fannie Mae is a participant and in which any of our directors or executive

officers or their immediate family members may have a material interest to determine whether any of those persons has

a material interest in the transaction. Our current written policies and procedures for the review, approval or ratification

of transactions with related persons that are required to be reported under Item 404(a) of Regulation S-K are set forth in

our:

• Director Code of Conduct;

• Corporate Governance Guidelines;

• Nominating and Corporate Governance Committee Charter;

• Board of Directors’ delegation of authorities and reservation of powers;

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |

Beneficial Ownership

Fannie Mae 2021 Form 10-K 230

• Employee Code of Conduct; and

• Oversight of Designated Executive Officers’ Conflicts of Interest and Business Courtesies Matters Policy.

In addition, depending on the circumstances, relationships and transactions with related persons may require

conservator decision pursuant to the instructions issued to the Board of Directors by the conservator or may require the

consent of Treasury pursuant to the senior preferred stock purchase agreement.

Director Code of Conduct. Our Director Code of Conduct prohibits our directors from engaging in any conduct or

activity that is inconsistent with our best interests, as defined by the conservator’s express directions, its policies and

applicable law. Our Director Code of Conduct requires our directors to excuse themselves from voting on any issue

before the Board that could result in a conflict, self-dealing or other circumstance where their position as directors would

be detrimental to us or result in a noncompetitive, favored or unfair advantage to either themselves or their associates.

In addition, our directors must disclose to the Chair of the Nominating and Corporate Governance Committee, or

another member of the Committee, any situation that involves or appears to involve a conflict of interest. This includes,

for example, a financial interest of a director, an immediate family member of a director or a business associate of a

director in any transaction being considered by the Board, as well as a financial interest a director has in an organization

doing business with us. Our directors also are required to comply with the company’s procedures for the review,

approval, or ratification of related person transactions. Each of our directors also must annually certify compliance with

our Director Code of Conduct.

Corporate Governance Guidelines; Board Delegation of Authorities and Reservation of Powers. Our Corporate

Governance Guidelines provide that our Board of Directors, directly or through its committees, reviews and approves

any action that in the reasonable business judgment of management at the time the action is taken is likely to cause

significant reputational risk to Fannie Mae or result in substantial negative publicity. Our Board’s delegation of authorities

and reservation of powers similarly requires Board or Board committee approval for these actions. Depending on

management’s business judgment, this requirement might include a related party transaction.

Nominating and Corporate Governance Committee Charter; Board Delegation of Authorities and Reservation of

Powers. The Nominating and Corporate Governance Committee Charter and our Board’s delegation of authorities and

reservation of powers require the Nominating and Corporate Governance Committee to approve transactions with any

director, nominee for director or executive officer, or any immediate family member of a director, nominee for director or

executive officer, that are required to be disclosed pursuant to Item 404 of Regulation S-K.

Employee Code of Conduct. Our Employee Code of Conduct requires that our employees seek to avoid any actual or

apparent conflicts between our business interests and the personal interests, activities and relationships of our

employees, or that could expose the company to reputational risk. Our Employee Code of Conduct requires our

employees to raise compliance or ethics concerns, including concerns relating to suspected or known violations of our

Employee Code of Conduct, with the employee’s manager, another appropriate member of management, a member of

our Human Resources division or our Compliance and Ethics division.

Designated Executive Officer Conflicts Policy. Our Oversight of Designated Executive Officers’ Conflicts of Interest

and Business Courtesies Matters Policy (“Designated Executive Officer Conflicts Policy”) requires that our executive

officers report to the Compliance and Ethics division any transaction with us in which the executive officer or any

immediate family member of the executive officer has a direct or indirect interest, including any transaction that is

required to be disclosed under Item 404(a) of Regulation S-K. The Designated Executive Officer Conflicts Policy

provides that the Compliance and Ethics division will notify Legal department personnel with responsibility for the

company’s periodic SEC filings as soon as possible of any such disclosure by an executive officer and work with Legal

department personnel to ensure reporting of such transaction occurs if determined necessary or appropriate. The

Designated Executive Officer Conflicts Policy also provides that, if the Compliance and Ethics division has determined

the reported transaction poses a conflict or if the reported transaction involves the CEO, the division will submit its initial

determination and any recommended mitigation activities regarding such transaction to the Nominating and Corporate

Governance Committee to approve, deny or further condition.

Conservator Instructions. We are required by the conservator to obtain its decision for various matters, some of which

may involve relationships or transactions with related persons. These matters include: actions requiring the consent of

or consultation with Treasury under the senior preferred stock purchase agreement; the creation of any subsidiary or

affiliate, or entering into a substantial transaction with a subsidiary or affiliate, except for routine ongoing transactions

with CSS or the creation of, or a transaction with, a subsidiary or affiliate undertaken in the ordinary course of business;

changes in employee compensation that could significantly impact our employees; new compensation arrangements

with or increases in compensation or benefits for our executive officers; setting or increasing the compensation or

benefits payable to members of the Board; and changes in our business operations, activities, and transactions that in

the reasonable business judgment of management are more likely than not to result in a significant increase in credit,

market, reputational, operational or other key risks.

Certain Relationships and Related Transactions, and Director Independence |

Policies and Procedures Relating to Transactions with Related Persons

Fannie Mae 2021 Form 10-K 231

Senior Preferred Stock Purchase Agreement. The senior preferred stock purchase agreement requires us to obtain

written Treasury approval of transactions with affiliates unless, among other things, the transaction is upon terms no

less favorable to us than would be obtained in a comparable arm’s-length transaction with a non-affiliate or the

transaction is undertaken in the ordinary course or pursuant to a contractual obligation or customary employment

arrangement in existence at the time the senior preferred stock purchase agreement was entered into.

Director and Officer Disclosures. We require our directors and executive officers, not less than annually, to describe

to us any transaction with us in which a director or executive officer could potentially have an interest that would require

disclosure under Item 404 of Regulation S-K.

Transactions with Related Persons

Transactions with Treasury

Treasury beneficially owns more than 5% of the outstanding shares of our common stock by virtue of the warrant we

issued to Treasury on September 7, 2008. The warrant entitles Treasury to purchase shares of our common stock equal

to 79.9% of our outstanding common stock on a fully diluted basis on the date of exercise, for an exercise price of

$0.00001 per share, and is exercisable in whole or in part at any time on or before September 7, 2028. We describe

below our current agreements with Treasury, as well as payments we are making to Treasury pursuant to the Temporary

Payroll Tax Cut Continuation Act of 2011, the Infrastructure Investment and Jobs Act and the GSE Act.

FHFA, as conservator, approved the senior preferred stock purchase agreement, the amendments to the agreement

and the letter agreements relating to the agreement and the senior preferred stock. FHFA, as conservator, also

approved our role as program administrator for the Home Affordable Modification Program and other initiatives under

the Making Home Affordable Program.

Treasury Senior Preferred Stock Purchase Agreement and Senior Preferred

Stock

We issued the warrant to Treasury pursuant to the terms of the senior preferred stock purchase agreement we entered

into with Treasury on September 7, 2008. Under the senior preferred stock purchase agreement, we also issued to

Treasury one million shares of senior preferred stock. We issued the warrant and the senior preferred stock as an initial

commitment fee in consideration of Treasury’s commitment to provide funds to us under the terms and conditions set

forth in the senior preferred stock purchase agreement. The senior preferred stock purchase agreement was

subsequently amended on September 26, 2008, May 6, 2009, December 24, 2009 and August 17, 2012. We, through

FHFA, in its capacity as conservator, and Treasury entered into letter agreements modifying the terms of the senior

preferred stock purchase agreement and the senior preferred stock on December 21, 2017, September 27, 2019 and

January 14, 2021. In addition, we, through FHFA, in its capacity as conservator, and Treasury entered into a letter

agreement on September 14, 2021 that temporarily suspended some of the provisions added to the senior preferred

stock purchase agreement pursuant to the January 14, 2021 letter agreement. See “Business—Conservatorship,

Treasury Agreements and Housing Finance Reform—Treasury Agreements” for a description of the terms of the senior

preferred stock purchase agreement and related letter agreements, the senior preferred stock and the warrant.

As of December 31, 2021, we had received an aggregate of $119.8 billion from Treasury under the senior preferred

stock purchase agreement, none of which was received in 2021, and the remaining amount of funding available to us

under the agreement was $113.9 billion. Through December 31, 2021, we had paid an aggregate of $181.4 billion to

Treasury in dividends on the senior preferred stock, none of which was paid in 2021.

Treasury Making Home Affordable Program

In 2009, Treasury launched the Making Home Affordable Program to help struggling homeowners avoid foreclosure and

engaged us as program administrator for loans modified under the Home Affordable Modification Program, or HAMP,

and other initiatives under the Making Home Affordable Program. HAMP was aimed at helping borrowers by modifying

their mortgage loan to make their payments more affordable. In 2021, our principal activities as program administrator

included:

• supporting servicers and managing the process for servicers to report modification activity and program

performance;

• calculating incentive compensation consistent with program guidelines;

• acting as record-keeper for executed loan modifications and program administration; and

• performing other tasks as directed by Treasury from time to time.

Certain Relationships and Related Transactions, and Director Independence |

Policies and Procedures Relating to Transactions with Related Persons

Fannie Mae 2021 Form 10-K 232

Although borrowers could apply for modifications under HAMP only through 2016, our role as program administrator

continues in order to administer remaining incentives payable under the program and to continue record-keeping for

completed modification activity and performance.

Under our arrangement, Treasury has compensated us for a significant portion of the work we have performed in our

role as program administrator for HAMP and other initiatives under the Making Home Affordable Program. We expect

we will have received an aggregate of approximately $549 million from Treasury for our work as program administrator

from 2009 through 2021, as well as an additional amount of approximately $152 million for this period to be passed

through to third-party vendors engaged by us for HAMP and other initiatives under the Making Home Affordable

Program. We expect to continue to receive reimbursements from Treasury for our work through the completion of our

role as program administrator.

Obligation to Pay TCCA Fees to Treasury

In December 2011, Congress enacted the Temporary Payroll Tax Cut Continuation Act of 2011 which, among other

provisions, required that we increase our single-family guaranty fees by at least 10 basis points and remit this increase

to Treasury. To meet our obligations under the TCCA and at the direction of FHFA, we increased the guaranty fee on all

single-family residential mortgages delivered to us by 10 basis points effective April 1, 2012. In 2020, FHFA provided

guidance that we are not required to accrue or remit TCCA fees to Treasury with respect to loans backing MBS trusts

that have been delinquent for four months or longer. Once payments on such loans resume, we will resume accrual and

remittance to Treasury of the associated TCCA fees on the loans. In 2021, we recognized $3.1 billion for our obligations

to Treasury under the TCCA.

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 residential mortgages delivered to

us and pay the associated revenue to Treasury. In January 2022, FHFA advised us to continue to pay these TCCA fees

to Treasury with respect to all single-family loans acquired by us before October 1, 2032, and to continue to remit these

amounts to Treasury on and after October 1, 2032 with respect to loans we acquired before this date until those loans

are paid off or otherwise liquidated.

Treasury Interest in Affordable Housing Allocations

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

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

funds. In December 2014, FHFA directed us to set aside amounts for these contributions during each fiscal year, except

for any fiscal year for which a draw from Treasury was made under the terms of the senior preferred stock purchase

agreement, or in which such allocation or transfer would cause such a draw. We paid $603 million to the funds in 2021

based on our new business purchases in 2020. Pursuant to the GSE Act and directions from FHFA, we paid

$211 million of this amount to Treasury’s Capital Magnet Fund and $392 million of this amount to HUD’s Housing Trust

Fund.

Our new business purchases were $1.4 trillion for the year ended December 31, 2021. Accordingly, we recognized an

expense of $598 million related to this obligation for the year ended December 31, 2021. Of this amount, $209 million is

payable to Treasury’s Capital Magnet Fund and $389 million is payable to HUD’s Housing Trust Fund. See “Business—

Legislation and Regulation—GSE-Focused Matters—Affordable Housing Allocations” for more information regarding the

GSE Act’s affordable housing allocation requirements.

Director Independence

Independence Requirements

Our Corporate Governance Guidelines, in accordance with FHFA corporate governance regulations, require a majority

of Fannie Mae’s directors to be independent as defined under the rules set forth by the NYSE, as amended from time to

time. Where the NYSE rules do not address a particular relationship, the Board, based upon the recommendation of the

Nominating and Corporate Governance Committee, determines whether a relationship is material, and whether a Board

member is independent. Our Corporate Governance Guidelines also provide that an “independent board member” must

be determined to have no material relationship with us, either directly or through an organization that has a material

relationship with us. A relationship is “material” if, in the judgment of the Board, it would interfere with the Board

member’s independent judgment. Our Corporate Governance Guidelines are posted on our website,

www.fanniemae.com, under “Corporate Governance Guidelines” in the “About Us—Corporate Governance” section.

Certain Relationships and Related Transactions, and Director Independence |

Transactions with Related Persons

Fannie Mae 2021 Form 10-K 233

In addition, under FHFA corporate governance regulations, Board committees are required to comply with the

independence requirements set forth under NYSE rules. The NYSE’s listing standards include additional independence

criteria for members of the Audit Committee and Compensation and Human Capital Committee.

Our Board of Directors

Our Board of Directors, with the assistance of the Nominating and Corporate Governance Committee of the Board, has

reviewed the independence of all current Board members pursuant to the requirements described in “Independence

Requirements” above. Based on its review, the Board has determined that all of our current directors are independent

under these director independence requirements other than Mr. Frater (who is our Chief Executive Officer).

In determining the independence of our current Board members other than Mr. Frater, the Board of Directors considered

the following relationships, transactions or arrangements and determined they were not material to the independence of

these Board members and would not interfere with the director’s independent judgment:

• Board Memberships with Business Partners. Ms. Alving, Ms. Bair, Ms. Glover, Mr. Heid, Mr. Herz and Mr. Sánchez

are or were directors or advisory Board members of companies that engage in business with Fannie Mae or that

have an interest in one or more entities that engage in business with Fannie Mae. The Board considered that each

of these directors was solely a director or advisory board member of such company, and none of these directors

served in a management role or had ownership interests other than as incidental to their board service. The Board

also considered other relevant information, including to the extent available information regarding payments

between these companies and Fannie Mae during the past three years.

• Board Memberships with Non-Profits to Which We Have Made Payments. Ms. Glover, Mr. Herz and Ms. Nordin

serve as Board members of non-profit organizations that have received payments from Fannie Mae. The amount

of these payments fell substantially below the NYSE independence standards’ thresholds of materiality for a

director who is a current employee of a company to which Fannie Mae made, or from which Fannie Mae received,

payments.

• Board Memberships with Companies that Invest in Our Securities. Ms. Bair, Mr. Herz and Ms. Nordin serve as

directors or advisory Board members of companies that invest or may invest in Fannie Mae fixed-income

securities. It is generally not possible for Fannie Mae to determine the extent of the holdings of these companies in

Fannie Mae fixed-income securities as payments to holders are made through the Federal Reserve, and most of

these securities are held in turn by financial intermediaries. We understand that the investments by these

companies in Fannie Mae fixed-income securities are entered into at arm’s length in the ordinary course of

business, upon market terms and conditions, and are not entered into at the direction of, or upon approval by, the

director in his or her capacity as a director or advisory Board member of these companies.

• Prior Recent Employment with Business Partner. Ms. Kimbrough is a former employee of Google. She was

employed by Google until December 2019. We engage in business transactions with Google. The payments we

made to Google during the past three years fall below the NYSE independence standards’ thresholds of materiality

for a director who is a current employee of a company to which Fannie Mae made, or from which Fannie Mae

received, payments. Ms. Kimbrough owns substantially less than 1% of the outstanding equity interests in

Alphabet Inc., Google’s parent company.

• Current Employment with Business Partners. Mr. Brummer, Mr. Johnson and Ms. Kimbrough are each employed

at entities that engage in business with Fannie Mae.

◦ Mr. Brummer is currently a columnist at CQ Roll Call, a provider of congressional news, legislative tracking, and

advocacy services. He is also the co-founder of a podcast that is affiliated with CQ Roll Call. Fannie Mae pays

subscription fees to CQ Roll Call. The payments made by Fannie Mae to CQ Roll Call during the past three

years fall below the NYSE independence standards’ thresholds of materiality for a director who is a current

employee of a company to which Fannie Mae made, or from which Fannie Mae received, payments.

◦ Mr. Johnson is currently a professor at the MIT Sloan School of Management. Fannie Mae engages in business

transactions with MIT. The payments made by Fannie Mae to MIT during the past three years fall below the

NYSE independence standards’ thresholds of materiality for a director who is a current employee of a company

to which Fannie Mae made, or from which Fannie Mae received, payments.

◦ Ms. Kimbrough is currently an employee of LinkedIn Corporation, a subsidiary of Microsoft Corporation. Fannie

Mae engages in business transactions with LinkedIn and Microsoft. The payments made by Fannie Mae to

Microsoft during the past three years fall below the NYSE independence standards’ thresholds of materiality for

a director who is a current employee of a company to which Fannie Mae made, or from which Fannie Mae

received, payments.

Certain Relationships and Related Transactions, and Director Independence | Director Independence

Fannie Mae 2021 Form 10-K 234

• Investors in a Company Partially Owned by a Board Member Engaged in Business with Fannie Mae. Mr. Jenkins

has a significant ownership interest in and is Executive Chair of 10x Future Technologies Ltd. Four companies that

engage in business transactions with Fannie Mae are investors in 10x Future Technologies Ltd. Mr. Jenkins does

not own a stake in any of these companies and his compensation is not tied to their performance. In addition,

business dealings between Fannie Mae and these companies are conducted at arms’ length, within the ordinary

course of business. The Board is not required to approve, nor has it approved, any transactions involving Fannie

Mae and these companies.

The Board also determined that each member of the Audit Committee, Compensation and Human Capital Committee,

and Nominating and Corporate Governance Committee met the NYSE’s independence criteria for members of such

committees.

The Board did not consider the Board’s duties to the conservator, together with the federal government’s controlling

beneficial ownership of Fannie Mae, in determining independence of the Board members.

Mr. Frater is not considered an independent director under NYSE independence standards because of his position as

Chief Executive Officer.

The Board determined that Jonathan Plutzik, a former director who served as a member of our Board until April 2021,

met our director independence standards when it assessed his independence in January 2021.

The Board of Directors determined that Ryan A. Zanin, a former director who served as a member of our Board until

January 2021, met our director independence standards when it assessed his independence in January 2020. Mr. Zanin

was no longer considered an independent director following the Board’s approval to appoint him as the company’s Chief

Risk Officer in November 2020, which was subject to FHFA decision in consultation with Treasury and his acceptance of

the appointment. Mr. Zanin accepted the appointment as the company’s Chief Risk Officer and resigned from the Board

in January 2021.

Item 14. Principal Accounting Fees and Services

The Audit Committee of our Board of Directors is directly responsible for the appointment, oversight and evaluation of

our independent registered public accounting firm, subject to conservator approval of matters relating to retention and

termination. Deloitte & Touche LLP (Public Company Accounting Oversight Board ID No.34) was our independent

registered public accounting firm for the years ended 2021 and 2020. Deloitte & Touche LLP has advised the Audit

Committee that they are independent accountants with respect to the company, within the meaning of standards

established by the Public Company Accounting Oversight Board and federal securities laws administered by the SEC.

The following table displays the aggregate estimated or actual fees for professional services provided by Deloitte &

Touche LLP, including audit fees.

For the Year Ended

December 31,

2021 2020

Description of fees:

Audit fees $ 38,100,000 $ 39,546,300

Audit-related fees

(1)

315,000 315,000

All other fees

(2)

587,000 105,000

Total fees $ 39,002,000 $ 39,966,300

(1)

Consists of fees billed for attest-related services on debt offerings and compliance with the covenants in the senior preferred stock

purchase agreement with Treasury.

(2)

Consists of fees billed for non-audit engagements and trainings.

Pre-Approval Policy

In accordance with its charter, the Audit Committee must approve, in advance of the service, all audit and permissible

non-audit services to be provided by our independent registered public accounting firm and establish policies and

procedures for the engagement of the external auditor to provide audit and permissible non-audit services. The

independent registered public accounting firm and management are required to present reports on the nature of the

services provided by the independent registered public accounting firm for the past year and the fees for such services,

categorized into audit services, audit-related services, tax services and other services. The firm may not be retained to

perform non-audit services specified in Section 10A(g) of the Exchange Act.

Certain Relationships and Related Transactions, and Director Independence | Director Independence

Fannie Mae 2021 Form 10-K 235

The Audit Committee has delegated to its Chair the authority to pre-approve any additional audit and permissible non-

audit services up to $1 million per engagement. The Audit Committee must ratify such pre-approvals at the next

scheduled meeting of the Audit Committee. Additionally, any services provided by Deloitte & Touche LLP outside of the

scope of the integrated audit must be approved by the conservator.

In 2021, we paid no fees to the independent registered public accounting firm pursuant to the de minimis exception

established by the SEC, and all services were pre-approved.

Principal Accounting Fees and Services

Fannie Mae 2021 Form 10-K 236

PART IV

Item 15. Exhibits, Financial Statement Schedules

Documents filed as part of this report

Consolidated Financial Statements

An index to our consolidated financial statements has been filed as part of this report beginning on page F-1 and is

incorporated herein by reference.

Financial Statement Schedules

None.

Exhibits

The table below lists exhibits that are filed with or incorporated by reference into this report.

Item Description

3.1 Fannie Mae Charter Act (12 U.S.C. § 1716 et seq.) as amended through July 25, 2019 (Incorporated by reference to Exhibit

3.1 to Fannie Mae’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed October 31, 2019)

3.2 Fannie Mae Bylaws, as amended through January 29, 2019 (Incorporated by reference to Exhibit 3.2 to Fannie Mae’s Annual

Report on Form 10-K for the year ended December 31, 2018, filed February 14, 2019)

4.1 Description of Securities of the Registrant (Incorporated by reference to Exhibit 4.1 to Fannie Mae's Annual Report on Form

10-K for the year ended December 31, 2019, filed February 13, 2020)

4.2 Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series D (Incorporated by reference to Exhibit 4.1 to

Fannie Mae’s registration statement on Form 10, filed March 31, 2003)

4.3 Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series E (Incorporated by reference to Exhibit 4.2 to

Fannie Mae’s registration statement on Form 10, filed March 31, 2003)

4.4 Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series F (Incorporated by reference to Exhibit 4.3 to

Fannie Mae’s registration statement on Form 10, filed March 31, 2003)

4.5 Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series G (Incorporated by reference to Exhibit 4.4 to

Fannie Mae’s registration statement on Form 10, filed March 31, 2003)

4.6 Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series H (Incorporated by reference to Exhibit 4.5 to

Fannie Mae’s registration statement on Form 10, filed March 31, 2003)

4.7 Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series I (Incorporated by reference to Exhibit 4.6 to

Fannie Mae’s registration statement on Form 10, filed March 31, 2003)

4.8 Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series L (Incorporated by reference to Exhibit 4.7 to

Fannie Mae’s Quarterly Report on Form 10-Q, filed August 8, 2008)

4.9 Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series M (Incorporated by reference to Exhibit 4.8 to

Fannie Mae’s Quarterly Report on Form 10-Q, filed August 8, 2008)

4.10 Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series N (Incorporated by reference to Exhibit 4.9 to

Fannie Mae’s Quarterly Report on Form 10-Q, filed August 8, 2008)

4.11 Certificate of Designation of Terms of Fannie Mae Non-Cumulative Convertible Preferred Stock, Series 2004-1 (Incorporated

by reference to Exhibit 4.10 to Fannie Mae’s Annual Report on Form 10-K for the year ended December 31, 2009, filed

February 26, 2010)

4.12 Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series O (Incorporated by reference to Exhibit 4.11 to

Fannie Mae’s Annual Report on Form 10-K for the year ended December 31, 2009, filed February 26, 2010)

4.13 Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series P (Incorporated by reference to Exhibit 4.12 to

Fannie Mae’s Annual Report on Form 10-K for the year ended December 31, 2012, filed April 2, 2013)

4.14 Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series Q (Incorporated by reference to Exhibit 4.13 to

Fannie Mae’s Annual Report on Form 10-K for the year ended December 31, 2012, filed April 2, 2013)

4.15 Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series R (Incorporated by reference to Exhibit 4.14 to

Fannie Mae’s Annual Report on Form 10-K for the year ended December 31, 2012, filed April 2, 2013)

4.16 Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series S (Incorporated by reference to Exhibit 4.15 to

Fannie Mae’s Annual Report on Form 10-K for the year ended December 31, 2012, filed April 2, 2013)

4.17 Certificate of Designation of Terms of Fannie Mae Preferred Stock, Series T (Incorporated by reference to Exhibit 4.1 to

Fannie Mae’s Current Report on Form 8-K, filed May 19, 2008)

Exhibits, Financial Statement Schedules

Fannie Mae 2021 Form 10-K 237

4.18 Amended and Restated Certificate of Designation of Terms of Variable Liquidation Preference Senior Preferred Stock,

Series 2008-2, amended and restated as of September 30, 2019 (Incorporated by reference to Exhibit 4.1 to Fannie Mae’s

Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed October 31, 2019)

4.19 Fourth Amended and Restated Certificate of Designation of Terms of Variable Liquidation Preference Senior Preferred Stock,

Series 2008-2, amended and restated as of April 13, 2021 (Incorporated by reference to Exhibit 4.1 to Fannie Mae’s

Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed April 30, 2021)

4.20 Warrant to Purchase Common Stock, dated September 7, 2008 (Incorporated by reference to Exhibit 4.3 to Fannie Mae’s

Current Report on Form 8-K, filed September 11, 2008)

4.21 Amended and Restated Senior Preferred Stock Purchase Agreement, dated as of September 26, 2008, between the United

States Department of the Treasury and Federal National Mortgage Association, acting through the Federal Housing Finance

Agency as its duly appointed conservator (Incorporated by reference to Exhibit 4.1 to Fannie Mae’s Current Report on

Form 8-K, filed October 2, 2008)

4.22 Amendment to Amended and Restated Senior Preferred Stock Purchase Agreement, dated as of May 6, 2009, between the

United States Department of the Treasury and Federal National Mortgage Association, acting through the Federal Housing

Finance Agency as its duly appointed conservator (Incorporated by reference to Exhibit 4.21 to Fannie Mae’s Quarterly

Report on Form 10-Q for the quarter ended March 31, 2009, filed May 8, 2009)

4.23 Second Amendment to Amended and Restated Senior Preferred Stock Purchase Agreement, dated as of December 24,

2009, between the United States Department of the Treasury and Federal National Mortgage Association, acting through the

Federal Housing Finance Agency as its duly appointed conservator (Incorporated by reference to Exhibit 4.1 to Fannie Mae’s

Current Report on Form 8-K, filed December 30, 2009)

4.24 Third Amendment to Amended and Restated Senior Preferred Stock Purchase Agreement, dated as of August 17, 2012,

between the United States Department of the Treasury and Federal National Mortgage Association, acting through the

Federal Housing Finance Agency as its duly appointed conservator (Incorporated by reference to Exhibit 4.1 to Fannie Mae’s

Current Report on Form 8-K, filed August 17, 2012)

4.25 Letter Agreement between the United States Department of the Treasury and the Federal National Mortgage Association,

acting through the Federal Housing Finance Agency as its duly appointed conservator, dated December 21, 2017

(Incorporated by reference to Exhibit 10.1 to Fannie Mae’s Current Report on Form 8-K, filed December 21, 2017)

4.26

Letter Agreement between the United States Department of the Treasury and the Federal National Mortgage Association,

acting through the Federal Housing Finance Agency as its duly appointed conservator, dated September 27, 2019

(Incorporated by reference to Exhibit 10.1 to Fannie Mae’s Current Report on Form 8-K, filed October 1, 2019)

4.27 Letter Agreement between the United States Department of the Treasury and the Federal National Mortgage Association,

acting through the Federal Housing Finance Agency as its duly appointed conservator, dated January 14, 2021 (Incorporated

by reference to Exhibit 10.1 to Fannie Mae’s Current Report on Form 8-K, filed January 20, 2021)

4.28 Letter Agreement between the United States Department of the Treasury and the Federal National Mortgage Association,

acting through the Federal Housing Finance Agency as its duly appointed conservator, dated September 14, 2021

(Incorporated by reference to Exhibit 10.1 to Fannie Mae’s Current Report on Form 8-K, filed September 20, 2021)

10.1 Repayment Provisions for SEC Executive Officers, amended and restated as of March 8, 2012† (Incorporated by reference

to Exhibit 10.44 to Fannie Mae’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed May 9, 2012)

10.2 Fannie Mae Form of Indemnification Agreement for directors and officers of Fannie Mae (Incorporated by reference to Exhibit

10.15 to Fannie Mae’s Annual Report on Form 10-K for the year ended December 31, 2008, filed February 26, 2009.)

10.3 Fannie Mae Form of Indemnification Agreement for directors and officers of Fannie Mae (Incorporated by reference to Exhibit

10.2 to Fannie Mae’s Annual Report on Form 10-K for the year ended December 31, 2016, filed February 17, 2017)

10.4 Fannie Mae Form of Indemnification Agreement for directors and officers of Fannie Mae (Incorporated by reference to Exhibit

10.3 to Fannie Mae’s Annual Report on Form 10-K for the year ended December 31, 2018, filed February 14, 2019)

10.5 Fannie Mae Supplemental Retirement Savings Plan, as amended through April 29, 2008† (Incorporated by reference to

Exhibit 10.2 to Fannie Mae’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, filed August 8, 2008)

10.6 Amendment to Fannie Mae Supplemental Retirement Savings Plan, effective October 8, 2008† (Incorporated by reference to

Exhibit 10.32 to Fannie Mae’s Annual Report on Form 10-K for the year ended December 31, 2008, filed February 26, 2009)

10.7 Amendment to Fannie Mae Supplemental Retirement Savings Plan, effective May 14, 2010† (Incorporated by reference to

Exhibit 10.2 to Fannie Mae’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed August 5, 2010)

10.8 Amendment to Fannie Mae Supplemental Retirement Savings plan for 2012 Executive Compensation Program, adopted May

18, 2012† (Incorporated by reference to Exhibit 10.3 to Fannie Mae’s Quarterly Report on Form 10-Q for the quarter ended

June 30, 2012, filed August 8, 2012)

10.9 Amendment to Fannie Mae Supplemental Retirement Savings Plan, effective July 1, 2013† (Incorporated by reference to

Exhibit 10.4 to Fannie Mae’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, filed November 7,

2013)

10.10 Amendment to Fannie Mae Supplemental Retirement Savings Plan, effective December 31, 2020† (Incorporated by

reference to Exhibit 10.11 to Fannie Mae's Annual Report on Form 10-K for the year ended December 31, 2020, filed

February 12, 2021)

Exhibits, Financial Statement Schedules

Fannie Mae 2021 Form 10-K 238

10.11 Amended and Restated Senior Preferred Stock Purchase Agreement, dated as of September 26, 2008, between the United

States Department of the Treasury and Federal National Mortgage Association, acting through the Federal Housing Finance

Agency as its duly appointed conservator (Incorporated by reference Exhibit 4.1 to Fannie Mae’s Current Report on Form 8-

K, filed October 2, 2008)

10.12 Amendment to Amended and Restated Senior Preferred Stock Purchase Agreement, dated as of May 6, 2009, between the

United States Department of the Treasury and Federal National Mortgage Association, acting through the Federal Housing

Finance Agency as its duly appointed conservator (Incorporated by reference to Exhibit 4.21 to Fannie Mae’s Quarterly

Report on Form 10-Q, filed May 8, 2009)

10.13 Second Amendment to Amended and Restated Senior Preferred Stock Purchase Agreement, dated as of December 24,

2009, between the United States Department of the Treasury and Federal National Mortgage Association, acting through the

Federal Housing Finance Agency as its duly appointed conservator (Incorporated by reference to Exhibit 4.1 to Fannie Mae’s

Current Report on Form 8-K, filed December 30, 2009)

10.14 Third Amendment to Amended and Restated Senior Preferred Stock Purchase Agreement, dated as of August 17, 2012,

between the United States Department of the Treasury and Federal National Mortgage Association, acting through the

Federal Housing Finance Agency as its duly appointed conservator (Incorporated by reference to Exhibit 4.1 to Fannie Mae’s

Current Report on Form 8-K, filed August 17, 2012)

10.15 Letter Agreement between the United States Department of the Treasury and the Federal National Mortgage Association,

acting through the Federal Housing Finance Agency as its duly appointed conservator, dated December 21, 2017

(Incorporated by reference to Exhibit 10.1 to Fannie Mae’s Current Report on Form 8-K, filed December 21, 2017)

10.16

Letter Agreement between the United States Department of the Treasury and the Federal National Mortgage Association,

acting through the Federal Housing Finance Agency as its duly appointed conservator, dated September 27, 2019

(Incorporated by reference to Exhibit 10.1 to Fannie Mae’s Current Report on Form 8-K, filed October 1, 2019)

10.17 Letter Agreement between the United States Department of the Treasury and the Federal National Mortgage Association,

acting through the Federal Housing Finance Agency as its duly appointed conservator, dated January 14, 2021 (Incorporated

by reference to Exhibit 10.1 to Fannie Mae’s Current Report on Form 8-K, filed January 20, 2021)

10.18 Letter Agreement between the United States Department of the Treasury and the Federal National Mortgage Association,

acting through the Federal Housing Finance Agency as its duly appointed conservator, dated September 14, 2021

(Incorporated by reference to Exhibit 10.1 to Fannie Mae’s Current Report on Form 8-K, filed September 20, 2021)

10.19 Confidentiality and Proprietary Rights Agreement† (Incorporated by reference to Exhibit 10.1 to Fannie Mae’s Quarterly

Report on Form 10-Q for the quarter ended June 30, 2021, filed August 3, 2021)

10.20 Form of Covered Employee Statement Under Confidentiality and Proprietary Rights Agreement†

10.21 Retention Award Agreement between Kimberly Johnson and Fannie Mae dated July 29, 2021† (Incorporated by reference to

Exhibit 10.2 to Fannie Mae’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed August 3, 2021)

10.22 Third Amended and Restated Limited Liability Company Agreement of Common Securitization Solutions, LLC, dated as of

January 9, 2020 (Incorporated by reference to Exhibit 99.1 to Fannie Mae’s Annual Report on Form 10-K for the year ended

December 31, 2019, dated February 13, 2020)

31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)

31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)

32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350

32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350

101. INS Inline XBRL Instance Document* - the instance document does not appear in the Interactive Data File because its XBRL tags

are embedded within the Inline XBRL document

101. SCH Inline XBRL Taxonomy Extension Schema*

101. CAL Inline XBRL Taxonomy Extension Calculation*

101. DEF Inline XBRL Taxonomy Extension Definition*

101. LAB Inline XBRL Taxonomy Extension Label*

101. PRE Inline XBRL Taxonomy Extension Presentation*

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

__________

† This Exhibit is a management contract or compensatory plan or arrangement.

* The financial information contained in these XBRL documents is unaudited.

Item 16. Form 10-K Summary

None.

Exhibits, Financial Statement Schedules

Fannie Mae 2021 Form 10-K 239

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly

caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Federal National Mortgage Association

/s/ Hugh R. Frater

Hugh R. Frater

Chief Executive Officer

Date: February 15, 2022

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and

appoints Hugh R. Frater and Chryssa C. Halley, and each of them severally, his or her true and lawful attorney-in-fact

with power of substitution and resubstitution to sign in his or her name, place and stead, in any and all capacities, to do

any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the

Securities Exchange Act of 1934 and any rules, regulations and requirements of the U.S. Securities and Exchange

Commission in connection with the Annual Report on Form 10-K and any and all amendments hereto, as fully for all

intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all said attorneys-in-fact

and agents, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue

hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following

persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Sheila C. Bair Chair of the Board of Directors February 15, 2022

Sheila C. Bair

/s/ Hugh R. Frater Chief Executive Officer and Director February 15, 2022

Hugh R. Frater

/s/ Chryssa C. Halley Executive Vice President and Chief Financial Officer February 15, 2022

Chryssa C. Halley

/s/ James L. Holmberg Senior Vice President and Controller February 15, 2022

James L. Holmberg

/s/ Amy E. Alving Director February 15, 2022

Amy E. Alving

Signature Title Date

Signatures

Fannie Mae 2021 Form 10-K 240

Signature Title Date

/s/ Christopher J. Brummer Director February 15, 2022

Christopher J. Brummer

/s/ Renee L. Glover Director February 15, 2022

Renee L. Glover

/s/ Michael J. Heid Director February 15, 2022

Michael J. Heid

/s/ Robert H. Herz Director February 15, 2022

Robert H. Herz

/s/ Antony Jenkins Director February 15, 2022

Antony Jenkins

/s/ Simon Johnson Director February 15, 2022

Simon Johnson

/s/ Karin Kimbrough Director February 15, 2022

Karin Kimbrough

/s/ Diane C. Nordin Director February 15, 2022

Diane C. Nordin

/s/ Manuel Sánchez Rodríguez Director February 15, 2022

Manuel Sánchez Rodríguez

Signatures

Fannie Mae 2021 Form 10-K 241

Index to Consolidated Financial Statements

Page

Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-2

Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-4

Consolidated Statements of Operations and Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-5

Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-6

Consolidated Statements of Changes in Equity (Deficit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-7

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-8

Note 1—Summary of Significant Accounting Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-8

Note 2—Consolidations and Transfers of Financial Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-27

Note 3—Mortgage Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-30

Note 4—Allowance for Loan Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-38

Note 5—Investments in Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-42

Note 6—Financial Guarantees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-45

Note 7—Short-Term and Long-Term Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-46

Note 8—Derivative Instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-48

Note 9—Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-52

Note 10—Segment Reporting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-54

Note 11—Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-57

Note 12—Regulatory Capital Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-63

Note 13—Concentrations of Credit Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-65

Note 14—Netting Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-71

Note 15—Fair Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-73

Note 16—Commitments and Contingencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-88

Index to Consolidated Financial Statements

Fannie Mae 2021 Form 10-K F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To Fannie Mae:

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Fannie Mae and consolidated entities (in

conservatorship) (the "Company") as of December 31, 2021 and 2020, the related consolidated statements of

operations and comprehensive income, cash flows, and changes in equity (deficit) for each of the three years in the

period ended December 31, 2021, and the related notes (collectively referred to as the "financial statements"). In our

opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of

December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the

period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of

America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United

States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria

established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of

the Treadway Commission and our report dated February 15, 2022, expressed an adverse opinion on the Company's

internal control over financial reporting because of a material weakness.

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for the

allowance for credit losses in the year ended December 31, 2020 due to the adoption of the Financial Accounting

Standards Board Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326),

Measurement of Credit Losses on Financial Instruments, which was later amended by ASU 2019-04, ASU 2019-05 and

ASU 2019-11.

Emphasis of a Matter

As discussed in Note 1 to the consolidated financial statements, the Company is currently under the control of its

conservator and regulator, the Federal Housing Finance Agency (“FHFA”). Further, the Company directly and indirectly

received substantial support from various agencies of the United States Government, including the United States

Department of Treasury and FHFA. The Company is dependent upon continued support of the United States

Government, various United States Government agencies and the Company’s conservator and regulator, FHFA.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an

opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the

PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and

perform the audit to obtain reasonable assurance about whether the financial statements are free of material

misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material

misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to

those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in

the financial statements. Our audits also included evaluating the accounting principles used and significant estimates

made by management, as well as evaluating the overall presentation of the financial statements. We believe that our

audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements

that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or

disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or

complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial

statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate

opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Report of Independent Registered Public Accounting Firm

Fannie Mae 2021 Form 10-K F-2

Allowance for Loan Losses — Refer to Notes 1 and 4 to the financial statements

Critical Audit Matter Description

The Company’s allowance for loan losses is a valuation allowance that reflects an estimate of expected credit losses

related to its recorded investment in held for investment loans. The allowance for loan losses requires consideration of a

broad range of information about current conditions and reasonable and supportable forecast information to develop

loan loss estimates. The Company used a discounted cash flow method to measure expected credit losses on its

single-family mortgage loans and an undiscounted loss method to measure expected credit losses on its multifamily

mortgage loans. The internal models used to estimate credit losses incorporate historical credit loss experience,

adjusted for current economic forecasts and the current credit profile of the Company’s loan book of business. The

models use reasonable and supportable forecasts for key economic drivers, such as home prices (single-family),

interest rates (single-family), rental income (multifamily) and property valuations (multifamily). The cash flow analysis

incorporates estimates produced by the Company’s internal models, which include the probability of prepayment,

default rates, and loss severity in the event of default. The modeled estimates are adjusted when management believes

the model does not capture the entirety of losses it expects to incur. Accordingly, the estimate of lifetime expected credit

losses requires significant management judgments and assumptions about highly complex and inherently uncertain

matters.

Estimating expected credit losses as a result of the economic dislocation caused by the COVID-19 pandemic and

heightened economic uncertainty required significant management judgment. Management’s estimate of the

quantitative impact of COVID-19 on the allowance for loan losses relied on various assumptions to determine the

expected credit losses for both single-family and multifamily loans. These assumptions included expectations

surrounding the length of time that loans remain in forbearance and the type and extent of loss mitigation that may be

needed when loans exit a COVID-19-related forbearance, effects of the government’s economic stimulus, the vaccine

rollout, and the high degree of uncertainty regarding the future course of the pandemic, including new strains of the

virus and its effect on the economy.

We identified the allowance for loan losses as a critical audit matter because of the complexity of the Company’s

internal models and the significant assumptions used by management. Auditing the allowance for loan losses required a

high degree of auditor judgment and an increased extent of effort, including the need to involve credit specialists when

performing audit procedures to evaluate the reasonableness of management’s models and assumptions.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the internal models and assumptions used by management to estimate the allowance

for loan losses included the following, among others:

• We tested the effectiveness of internal controls, including those related to the internal models and significant

management assumptions.

• With the assistance of our credit specialists, we evaluated the internal models and management’s assumptions,

including inputs into and the resulting estimates of the expected cash flows, including the probability of

prepayment, default rates and loss severity in the event of default.

• With the assistance of our credit specialists, we evaluated management’s assumptions, including those

assumptions related to the COVID-19 pandemic. For single-family loans, we evaluated the assumptions for

home price growth, projected interest rates, the rate of borrower participation in a COVID-19 forbearance

program and the type and extent of loss mitigation that may be needed when the loan exits forbearance. For

multifamily loans, we evaluated management’s assumptions related to forecasts of property rental income and

property valuations. Additionally, we evaluated management’s assumptions related to the effects of the

government’s economic stimulus, the vaccine rollout, and the high degree of uncertainty regarding the future

course of the pandemic on estimates of credit losses for both single-family and multifamily loans.

• We tested the accuracy of historical loan performance data and current economic data consumed by the

internal models used to calculate expected credit losses.

• We evaluated the appropriateness of economic and other forecasts used in internal models, including the

reversion period applied for periods beyond the reasonable and supportable forecast period.

/s/ Deloitte & Touche LLP

McLean, Virginia

February 15, 2022

We have served as the Company's auditor since 2005.

Report of Independent Registered Public Accounting Firm

Fannie Mae 2021 Form 10-K F-3

FANNIE MAE

(In conservatorship)

Consolidated Balance Sheets

(Dollars in millions)

As of December 31,

2021 2020

ASSETS

Cash and cash equivalents $ 42,448 $ 38,337

Restricted cash and cash equivalents (includes $59,203 and $68,308, respectively, related to consolidated

trusts) 66,183 77,286

Securities purchased under agreements to resell or similar arrangements (includes $13,533 and $0,

respectively, related to consolidated trusts) 20,743 28,200

Investments in securities:

Trading, at fair value (includes $4,224 and $6,544, respectively, pledged as collateral) 88,206 136,542

Available-for-sale, at fair value (with an amortized cost of $827 and $1,606, net of allowance for credit

losses of $0 and $3, respectively) 837 1,697

Total investments in securities 89,043 138,239

Mortgage loans:

Loans held for sale, at lower of cost or fair value 5,134 5,197

Loans held for investment, at amortized cost:

Of Fannie Mae 61,025 112,726

Of consolidated trusts 3,907,712 3,546,521

Total loans held for investment (includes $4,964 and $6,490, respectively, at fair value) 3,968,737 3,659,247

Allowance for loan losses (5,629) (10,552)

Total loans held for investment, net of allowance 3,963,108 3,648,695

Total mortgage loans 3,968,242 3,653,892

Advances to lenders 8,414 10,449

Deferred tax assets, net 12,715 12,947

Accrued interest receivable, net (includes $8,878 and $9,635 related to consolidated trusts and net of

allowance of $140 and $216, respectively) 9,264 9,937

Acquired property, net 1,259 1,261

Other assets 10,855 15,201

Total assets $ 4,229,166 $ 3,985,749

LIABILITIES AND EQUITY

Liabilities:

Accrued interest payable (includes $8,517 and $8,955, respectively, related to consolidated trusts) $ 9,186 $ 9,719

Debt:

Of Fannie Mae (includes $2,381 and $3,728, respectively, at fair value) 200,892 289,572

Of consolidated trusts (includes $21,735 and $24,586, respectively, at fair value) 3,957,299 3,646,164

Other liabilities (includes $1,245 and $1,523, respectively, related to consolidated trusts) 14,432 15,035

Total liabilities 4,181,809 3,960,490

Commitments and contingencies (Note 16) — —

Fannie Mae stockholders’ equity:

Senior preferred stock (liquidation preference of $163,672 and $142,192, respectively) 120,836 120,836

Preferred stock, 700,000,000 shares are authorized—555,374,922 shares issued and outstanding 19,130 19,130

Common stock, no par value, no maximum authorization—1,308,762,703 shares issued and

1,158,087,567 shares outstanding 687 687

Accumulated deficit (85,934) (108,110)

Accumulated other comprehensive income 38 116

Treasury stock, at cost, 150,675,136 shares (7,400) (7,400)

Total stockholders’ equity (See Note 1: Senior Preferred Stock Purchase Agreement, Senior Preferred

Stock and Warrant for information on the related dividend obligation and liquidation preference) 47,357 25,259

Total liabilities and equity $ 4,229,166 $ 3,985,749

See Notes to Consolidated Financial Statements

Financial Statements | Consolidated Balance Sheets

Fannie Mae (In conservatorship) 2021 Form 10-K F-4

FANNIE MAE

(In conservatorship)

Consolidated Statements of Operations and Comprehensive

Income

(Dollars and shares in millions, except per share amounts)

For the Year Ended December 31,

2021 2020 2019

Interest income:

Trading securities $ 524 $ 874 $ 1,627

Available-for-sale securities 58 98 175

Mortgage loans 98,930 106,316 117,374

Securities purchased under agreements to resell or similar arrangements 21 146 843

Other 142 135 163

Total interest income 99,675 107,569 120,182

Interest expense:

Short-term debt (4) (182) (501)

Long-term debt (70,084) (82,521) (98,388)

Total interest expense (70,088) (82,703) (98,889)

Net interest income 29,587 24,866 21,293

Benefit (provision) for credit losses 5,130 (678) 4,011

Net interest income after benefit (provision) for credit losses 34,717 24,188 25,304

Investment gains, net 1,352 907 1,770

Fair value gains (losses), net 155 (2,501) (2,214)

Fee and other income 361 462 566

Non-interest income (loss) 1,868 (1,132) 122

Administrative expenses:

Salaries and employee benefits (1,493) (1,554) (1,486)

Professional services (817) (921) (967)

Other administrative expenses (755) (593) (570)

Total administrative expenses (3,065) (3,068) (3,023)

Foreclosed property expense (33) (177) (515)

Temporary Payroll Tax Cut Continuation Act of 2011 (“TCCA”) fees (3,071) (2,673) (2,432)

Credit enhancement expense (1,051) (1,361) (1,134)

Change in expected credit enhancement recoveries (194) 233 —

Other expenses, net (1,222) (1,131) (745)

Total expenses (8,636) (8,177) (7,849)

Income before federal income taxes 27,949 14,879 17,577

Provision for federal income taxes (5,773) (3,074) (3,417)

Net income 22,176 11,805 14,160

Other comprehensive loss:

Changes in unrealized gains on available-for-sale securities, net of reclassification adjustments

and taxes (67) (23) (179)

Other, net of taxes (11) 8 (12)

Total other comprehensive loss (78) (15) (191)

Total comprehensive income $ 22,098 $ 11,790 $ 13,969

Net income

$ 22,176 $ 11,805 $ 14,160

Dividends distributed or amounts attributable to senior preferred stock (22,098) (11,790) (13,969)

Net income attributable to common stockholders $ 78 $ 15 $ 191

Earnings per share:

Basic $ 0.01 $ 0.00 $ 0.03

Diluted 0.01 0.00 0.03

Weighted-average common shares outstanding:

Basic 5,867 5,867 5,762

Diluted 5,893 5,893 5,893

See Notes to Consolidated Financial Statements

Financial Statements | Consolidated Statements of Operations and Comprehensive Income

Fannie Mae (In conservatorship) 2021 Form 10-K F-5

FANNIE MAE

(In conservatorship)

Consolidated Statements of Cash Flows

(Dollars in millions)

For the Year Ended December 31,

2021 2020 2019

Cash flows provided by (used in) operating activities:

Net income $ 22,176 $ 11,805 $ 14,160

Reconciliation of net income to net cash provided by (used in) operating activities:

Amortization of cost basis adjustments (10,763) (9,190) (6,002)

Net impact of hedged mortgage assets and debt (268) — —

Provision (benefit) for credit losses (5,130) 678 (4,011)

Valuation gains (1,996) (2,618) (1,809)

Current and deferred federal income taxes 300 3,152 1,517

Net gains related to the disposition of acquired property and preforeclosure sales, including credit

enhancements (1,780) (924) (917)

Net change in accrued interest receivable (618) (2,749) 332

Net change in servicer advances (2,131) 932 (67)

Other, net 443 (225) (363)

Net change in trading securities 46,983 (73,659) (1,630)

Interest payment on discounted debt (5) (136) (5,964)

Net cash provided by (used in) operating activities 47,211 (72,934) (4,754)

Cash flows provided by investing activities:

Proceeds from maturities and paydowns of trading securities held for investment 41 47 58

Proceeds from sales of trading securities held for investment 160 110 49

Proceeds from maturities and paydowns of available-for-sale securities 269 364 469

Proceeds from sales of available-for-sale securities 582 361 537

Purchases of loans held for investment (649,238) (766,699) (261,808)

Proceeds from repayments of loans acquired as held for investment of Fannie Mae 11,212 10,672 12,508

Proceeds from sales of loans acquired as held for investment of Fannie Mae 17,130 8,744 17,794

Proceeds from repayments and sales of loans acquired as held for investment of consolidated trusts 1,093,058 1,120,473 552,135

Advances to lenders (393,016) (339,043) (141,395)

Proceeds from disposition of acquired property and preforeclosure sales 3,536 5,991 7,425

Net change in securities purchased under agreements to resell or similar arrangements 7,457 (14,622) 19,360

Other, net (341) 287 (80)

Net cash provided by investing activities 90,850 26,685 207,052

Cash flows provided by (used in) financing activities:

Proceeds from issuance of debt of Fannie Mae 317,867 580,220 789,572

Payments to redeem debt of Fannie Mae (405,368) (472,795) (834,294)

Proceeds from issuance of debt of consolidated trusts 1,097,497 1,091,242 435,235

Payments to redeem debt of consolidated trusts (1,155,118) (1,097,692) (575,706)

Payments of cash dividends on senior preferred stock to Treasury — — (5,601)

Other, net 69 (510) 480

Net cash provided by (used in) financing activities (145,053) 100,465 (190,314)

Net increase (decrease) in cash, cash equivalents and restricted cash and cash equivalents (6,992) 54,216 11,984

Cash, cash equivalents and restricted cash and cash equivalents at beginning of period 115,623 61,407 49,423

Cash, cash equivalents and restricted cash and cash equivalents at end of period $ 108,631 $ 115,623 $ 61,407

Cash paid during the period for:

Interest $ 106,205 $ 113,878 $ 121,542

Income taxes 5,500 3,950 1,900

Non-cash activities:

Net mortgage loans acquired by assuming debt $ 398,026 $ 369,733 $ 273,174

Net transfers from mortgage loans of Fannie Mae to mortgage loans of consolidated trusts 663,849 709,451 248,463

Transfers from advances to lenders to loans held for investment of consolidated trusts 384,700 318,426 128,272

Net transfers from mortgage loans to acquired property 3,000 3,940 6,681

See Notes to Consolidated Financial Statements

Financial Statements | Consolidated Statements of Cash Flows

Fannie Mae (In conservatorship) 2021 Form 10-K F-6

FANNIE MAE

(In conservatorship)

Consolidated Statements of Changes in Equity (Deficit)

(Dollars and shares in millions)

Fannie Mae Stockholders’ Equity (Deficit)

Shares Outstanding

Senior

Preferred

Stock

Preferred

Stock

Common

Stock

Accumulated

Deficit

Accumulated

Other

Comprehensive

Income

Treasury

Stock

Total

Equity

(Deficit)

Senior

Preferred Preferred Common

Balance as of December 31, 2018 1 556 1,158 $ 120,836 $ 19,130 $ 687 $ (127,335) $ 322 $ (7,400) $ 6,240

Senior preferred stock dividends paid — — — — — — (5,601) — — (5,601)

Comprehensive income:

Net income — — — — — — 14,160 — — 14,160

Other comprehensive income, net of tax effect:

Changes in net unrealized gains on available-

for-sale securities (net of taxes of $0) — — — — — — — 1 — 1

Reclassification adjustment for gains included

in net income (net of taxes of $48) — — — — — — — (180) — (180)

Other (net of taxes of $3) — — — — — — — (12) — (12)

Total comprehensive income 13,969

Balance as of December 31, 2019 1 556 1,158 $ 120,836 $ 19,130 $ 687 $ (118,776) $ 131 $ (7,400) $ 14,608

Transition impact, net of tax, from the adoption of

the current expected credit loss standard — — — — — — (1,139) — — (1,139)

Balance as of January 1, 2020, adjusted 1 556 1,158 120,836 19,130 687 (119,915) 131 7,400 13,469

Comprehensive income:

Net income — — — — — — 11,805 — — 11,805

Other comprehensive income, net of tax effect:

Changes in net unrealized gains on available-

for-sale securities (net of taxes of $3) — — — — — — — (12) — (12)

Reclassification adjustment for gains included

in net income (net of taxes of $3) — — — — — — — (11) — (11)

Other (net of taxes of $2) — — — — — — — 8 — 8

Total comprehensive income 11,790

Balance as of December 31, 2020 1 556 1,158 120,836 19,130 687 (108,110) 116 (7,400) 25,259

Comprehensive income:

Net income — — — — — — 22,176 — — 22,176

Other comprehensive income, net of tax effect:

Changes in net unrealized gains on available-

for-sale securities (net of taxes of $4) — — — — — — — (18) — (18)

Reclassification adjustment for gains included

in net income (net of taxes of $13) — — — — — — — (49) — (49)

Other (net of taxes of $3) — — — — — — — (11) — (11)

Total comprehensive income 22,098

Balance as of December 31, 2021 1 556 1,158 $ 120,836 $ 19,130 $ 687 $ (85,934) $ 38 $ (7,400) $ 47,357

See Notes to Consolidated Financial Statements

Financial Statements | Consolidated Statements of Changes in Equity (Deficit)

Fannie Mae (In conservatorship) 2021 Form 10-K F-7

FANNIE MAE

(In conservatorship)

Notes to Consolidated Financial Statements

1. Summary of Significant Accounting Policies

Organization

Fannie Mae is a leading source of financing for mortgages in the United States. We are a shareholder-owned

corporation organized as a government-sponsored entity (“GSE”) and existing under the Federal National Mortgage

Association Charter Act (the “Charter Act” or our “charter”). Our charter is an act of Congress, and we have a purpose

under that charter to provide liquidity and stability to the residential mortgage market and to promote access to

mortgage credit. Our regulators include the Federal Housing Finance Agency (“FHFA”), the U.S. Department of Housing

and Urban Development (“HUD”), the U.S. Securities and Exchange Commission (“SEC”), and the U.S. Department of

the Treasury (“Treasury”). The U.S. government does not guarantee our securities or other obligations.

We operate in the secondary mortgage market, primarily working with lenders who originate loans to borrowers. We do

not originate loans or lend money directly to consumers in the primary mortgage market. Instead, we securitize

mortgage loans originated by lenders into Fannie Mae mortgage-backed securities (“MBS”) that we guarantee;

purchase mortgage loans and mortgage-related securities, primarily for securitization and sale at a later date; manage

mortgage credit risk; and engage in other activities that increase the supply of affordable housing.

We have two reportable business segments: Single-Family and Multifamily. The Single-Family business operates in the

secondary mortgage market relating to loans secured by properties containing four or fewer residential dwelling units.

The Multifamily business operates in the secondary mortgage market relating primarily to loans secured by properties

containing five or more residential units. We describe the management reporting and allocation process used to

generate our segment results in “Note 10, Segment Reporting.”

Conservatorship

On September 7, 2008, the Secretary of the Treasury and the Director of FHFA announced several actions taken by

Treasury and FHFA regarding Fannie Mae, which included: (1) placing us in conservatorship, with FHFA acting as our

conservator, and (2) the execution of a senior preferred stock purchase agreement by our conservator, on our behalf,

and Treasury, pursuant to which we issued to Treasury both senior preferred stock and a warrant to purchase common

stock.

Under the Federal Housing Enterprises Financial Safety and Soundness Act of 1992, as amended, including by the

Housing and Economic Recovery Act of 2008 (together, the “GSE Act”), the conservator immediately succeeded to

(1) 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 (2) title to the books, records and assets of any other legal custodian of

Fannie Mae. The conservator subsequently issued an order that provided for our Board of Directors to exercise

specified functions and authorities. The conservator also provided instructions regarding matters for which conservator

decision or notification is required. The conservator retains the authority to amend or withdraw its order and instructions

at any time.

The conservator has the power to transfer or sell any asset or liability of Fannie Mae (subject to limitations and post-

transfer notice provisions for transfers of qualified financial contracts) without any approval, assignment of rights or

consent of any party. However, 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 the Fannie Mae MBS and cannot be used

to satisfy the general creditors of Fannie Mae. Neither the conservatorship nor the terms of our agreements with

Treasury change our obligation to make required payments on our debt securities or perform under our mortgage

guaranty obligations.

The conservatorship has no specified termination date and there continues to be significant uncertainty regarding our

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 and 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. Under the GSE Act, FHFA must place us

into receivership if the Director of FHFA makes a written determination that our assets are less than our obligations or if

we have not been paying our debts, in either case, for a period of 60 days. In addition, the Director of FHFA may place

Notes to Consolidated Financial Statements | Summary of Significant Accounting Policies

Fannie Mae (In conservatorship) 2021 Form 10-K F-8

us into receivership at the Director’s discretion at any time for other reasons set forth in the GSE Act, including if we are

critically undercapitalized or if we are undercapitalized and have no reasonable prospect of becoming adequately

capitalized. Should we be placed into receivership, different assumptions would be required to determine the carrying

value of our assets, which could lead to substantially different financial results. Treasury has 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. We are not aware of any plans of FHFA (1) to fundamentally change our business model, or (2) to reduce

the aggregate amount available to or held by the company under our capital structure, which includes the senior

preferred stock purchase agreement.

Senior Preferred Stock Purchase Agreement, Senior Preferred Stock

and Warrant

Senior Preferred Stock Purchase Agreement

Under our senior preferred stock purchase agreement with Treasury, in September 2008 we issued Treasury one million

shares of senior preferred stock and a warrant to purchase shares of our common stock. The senior preferred stock

purchase agreement and the dividend and liquidation provisions of the senior preferred stock were amended in January

2021 pursuant to a letter agreement between Fannie Mae, through FHFA in its capacity as conservator, and Treasury.

The changes include the following:

• The dividend provisions of the senior preferred stock were amended to permit us to retain increases in our net

worth until our net worth exceeds the amount of adjusted total capital necessary for us to meet the capital

requirements and buffers under the enterprise regulatory capital framework discussed in “Note 12, Regulatory

Capital Requirements.” After the “capital reserve end date,” which 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, the amount of quarterly

dividends to Treasury will be equal to the lesser of any quarterly increase in our net worth and a 10% annual

rate on the then-current liquidation preference of the senior preferred stock.

• At the end of each fiscal quarter, through and including the capital reserve end date, the liquidation preference

of the senior preferred stock will be increased by an amount equal to the increase in our net worth, if any,

during the immediately prior fiscal quarter.

• We may issue and retain up to $70 billion in proceeds from the sale of common stock without Treasury’s prior

consent, provided that (1) Treasury has already exercised its warrant in full, and (2) all currently pending

significant litigation relating to the conservatorship and to an amendment to the senior preferred stock purchase

agreement made in August 2012 has been resolved, which may require Treasury’s assent.

• FHFA may release us from conservatorship without Treasury’s consent after (1) all currently pending significant

litigation relating to the conservatorship and to the August 2012 amendment to the senior preferred stock

purchase agreement has been resolved, and (2) our common equity tier 1 capital, together with any other

common stock that we may issue in a public offering, equals or exceeds 3% of our “adjusted total assets” under

our enterprise regulatory capital framework.

• New restrictive covenants were added relating to our single-family and multifamily business activities.

On September 14, 2021, Fannie Mae, through FHFA acting in its capacity as Fannie Mae’s conservator, entered into a

letter agreement with Treasury temporarily suspending certain of the restrictive business covenants that were added in

the January 2021 letter agreement amending the senior preferred stock purchase agreement. The September 2021

letter agreement provides that the suspension of these provisions will terminate on the later of one year after the date of

the agreement and six months after Treasury notifies us.

Treasury has 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. Pursuant to the senior preferred stock purchase agreement, we

have received a total of $119.8 billion from Treasury as of December 31, 2021, and the amount of remaining funding

available to us under the agreement is $113.9 billion. We have not received any funding from Treasury under this

commitment since the first quarter of 2018.

Dividend provisions of the senior preferred stock permit us to retain increases in our net worth until our net worth

exceeds the amount of adjusted total capital necessary for us to meet the capital requirements and buffers under the

enterprise regulatory capital framework established by FHFA in November 2020. The aggregate liquidation preference

of the senior preferred stock increased to $163.7 billion as of December 31, 2021 and will further increase to

$168.9 billion as of March 31, 2022 due to the $5.2 billion increase in our net worth during the fourth quarter of 2021.

Notes to Consolidated Financial Statements | Summary of Significant Accounting Policies

Fannie Mae (In conservatorship) 2021 Form 10-K F-9

Both the January and September 2021 letter agreements have been accounted for as modifications of the senior

preferred stock purchase agreement. As a result, there is no change in the carrying value of the senior preferred stock.

The terms of the senior preferred stock purchase agreement, as amended, including Treasury’s funding commitment,

are described more fully in “Note 11, Equity.”

Senior Preferred Stock

For information about the senior preferred stock, see “Note 11, Equity.”

Warrant

On September 7, 2008, we issued to Treasury a warrant to purchase, at a nominal price, shares of our common stock

equal to 79.9% of the total common stock outstanding on a fully diluted basis on the date the warrant is exercised. The

warrant may be exercised, in whole or in part, at any time on or before September 7, 2028. We recorded the warrant at

fair value in our stockholders’ equity as a component of additional paid-in-capital. The fair value of the warrant was

calculated using the Black-Scholes Option Pricing Model. Since the warrant has an exercise price of $0.00001 per

share, the model is insensitive to the risk-free rate and volatility assumptions used in the calculation and the share value

of the warrant is equal to the price of the underlying common stock. We estimated that the fair value of the warrant at

issuance was $3.5 billion based on the price of our common stock on September 8, 2008, which was after the dilutive

effect of the warrant had been reflected in the market price. Subsequent changes in the fair value of the warrant are not

recognized in our financial statements. If the warrant is exercised, the stated value of the common stock issued will be

reclassified as “Common stock” in our consolidated balance sheets. Because the warrant’s exercise price per share is

considered non-substantive (compared to the market price of our common stock), the warrant was determined to have

characteristics of non-voting common stock, and thus is included in the computation of basic and diluted earnings per

share. The weighted-average shares of common stock outstanding for 2021, 2020 and 2019 included shares of

common stock that would be issuable upon full exercise of the warrant issued to Treasury.

Impact of U.S. Government Support

We continue to rely on support from Treasury to eliminate any net worth deficits we may experience in the future, which

would otherwise trigger our being placed into receivership. Based on consideration of all the relevant conditions and

events affecting our operations, including our reliance on the U.S. government, we continue to operate as a going

concern and in accordance with FHFA’s provision of authority.

In addition to MBS issuances, we fund our business through the issuance 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 ability to issue long-term debt has been strong primarily due to actions taken by the federal

government to support our business and our debt securities.

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 without appropriate capitalization of the company could materially and adversely affect our liquidity,

financial condition and results of operations. Changes or perceived changes in our status as a government-sponsored

enterprise could also materially and adversely affect our liquidity, financial condition and results of operations. In

addition, due to our reliance on the U.S. government’s support, our access to debt funding or the cost of debt funding

also could be materially adversely affected by a change or perceived change in the creditworthiness of the U.S

government. A downgrade in our credit ratings could reduce demand for our debt securities and increase our borrowing

costs. Future changes or disruptions in the financial markets could significantly impact the amount, mix and cost of

funds we obtain, which also could increase our liquidity and “roll over” risk and have a material adverse impact on our

liquidity, financial condition and results of operations.

Related Parties

Because Treasury holds a warrant to purchase shares of Fannie Mae common stock equal to 79.9% of the total number

of shares of Fannie Mae common stock, we and Treasury are deemed related parties. As of December 31, 2021,

Treasury held an investment in our senior preferred stock with an aggregate liquidation preference of $163.7 billion. See

“Senior Preferred Stock Purchase Agreement, Senior Preferred Stock and Warrant” above for additional information on

transactions under this agreement and the modifications made in the January 2021 and September 2021 letter

agreements.

FHFA’s control of both Fannie Mae and Freddie Mac has caused Fannie Mae, FHFA and Freddie Mac to be deemed

related parties. Additionally, Fannie Mae and Freddie Mac jointly own Common Securitization Solutions, LLC (“CSS”), a

limited liability company created to operate a common securitization platform; as a result, CSS is deemed a related

Notes to Consolidated Financial Statements | Summary of Significant Accounting Policies

Fannie Mae (In conservatorship) 2021 Form 10-K F-10

party. As a part of our joint ownership, Fannie Mae, Freddie Mac and CSS are parties to a limited liability company

agreement that sets forth the overall framework for the joint venture, including Fannie Mae’s and Freddie Mac’s rights

and responsibilities as members of CSS. Fannie Mae, Freddie Mac and CSS are also parties to a customer services

agreement that sets forth the terms under which CSS provides mortgage securitization services to us and Freddie Mac,

including the operation of the common securitization platform, as well as an administrative services agreement. CSS

operates as a separate company from us and Freddie Mac, with all funding and limited administrative support services

and other resources provided to it by us and Freddie Mac.

In the ordinary course of business, Fannie Mae may purchase and sell securities issued by Treasury and Freddie Mac.

These transactions occur on the same terms as those prevailing at the time for comparable transactions with unrelated

parties. Some of the structured securities we issue are backed in whole or in part by Freddie Mac securities. Fannie

Mae and Freddie Mac each have agreed to indemnify the other party for losses caused by: its failure to meet its

payment or other specified obligations under the trust agreements pursuant to which the underlying resecuritized

securities were issued; its failure to meet its obligations under the customer services agreement; its violations of laws; or

with respect to material misstatements or omissions in offering documents, ongoing disclosures and related materials

relating to the underlying resecuritized securities. Additionally, we make regular income tax payments to and receive tax

refunds from the Internal Revenue Service (“IRS”), a bureau of Treasury. We received a refund of $27 million, from the

IRS during the year ended December 31, 2021 for income tax adjustments related to the 2016 tax year.

Transactions with Treasury

Treasury Senior Preferred Stock Purchase Agreement and Senior Preferred Stock

Fannie Mae, through FHFA acting in its capacity as Fannie Mae’s conservator, entered into letter agreements with

Treasury on January 14, 2021 and September 14, 2021. For a description of the terms of the letter agreements, see

“Senior Preferred Stock Purchase Agreement, Senior Preferred Stock and Warrant” above.

Treasury Making Home Affordable Program

Our administrative expenses were reduced by $17 million, $19 million and $20 million for the years ended December

31, 2021, 2020 and 2019, respectively, due to reimbursements from Treasury and Freddie Mac for expenses incurred

as program administrator for Treasury’s Home Affordable Modification Program (“HAMP”) and other initiatives under

Treasury’s Making Home Affordable Program.

Obligation to Pay TCCA Fees to Treasury

In December 2011, Congress enacted the Temporary Payroll Cut Continuation Act of 2011 (“TCCA”) which, among other

provisions, required that we increase our single-family guaranty fees by at least 10 basis points and remit this increase

to Treasury. To meet our obligations under the TCCA and at the direction of FHFA, we increased the guaranty fee on all

single-family residential mortgages delivered to us by 10 basis points effective April 1, 2012. The resulting fee revenue

and expense are recorded in “Interest income: Mortgage loans” and “TCCA fees,” respectively, in our consolidated

statements of operations and comprehensive income.

In 2020, FHFA provided guidance that we are not required to accrue or remit TCCA fees to Treasury with respect to

loans backing MBS trusts that have been delinquent for four months or longer. Once payments on such loans resume,

we will resume accrual and remittance to Treasury of the associated TCCA fees on the loans.

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 residential mortgages delivered to

us and pay the associated revenue to Treasury. In January 2022, FHFA advised us to continue to pay these TCCA fees

to Treasury with respect to all single-family loans acquired by us before October 1, 2032, and to continue to remit these

amounts to Treasury on and after October 1, 2032 with respect to loans we acquired before this date until those loans

are paid off or otherwise liquidated.

We recognized $3.1 billion, $2.7 billion and $2.4 billion in TCCA fees during the years ended December 31, 2021, 2020

and 2019, respectively, of which $801 million and $697 million had not been remitted as of December 31, 2021 and

2020, respectively.

Treasury Interest in Affordable Housing Allocations

The GSE Act requires us to set aside certain funding obligations, a portion of which is attributable to Treasury’s Capital

Magnet Fund. These funding obligations, recognized in “Other expenses, net” in our consolidated statements of

operations and comprehensive income, are measured as the product of 4.2 basis points and the unpaid principal

balance of our total new business purchases for the respective period, with 35% of this amount payable to Treasury’s

Capital Magnet Fund. We recognized $209 million, $211 million and $98 million in “Other expenses, net” in connection

with Treasury’s Capital Magnet Fund for the years ended December 31, 2021, 2020 and 2019, respectively. We paid

Notes to Consolidated Financial Statements | Summary of Significant Accounting Policies

Fannie Mae (In conservatorship) 2021 Form 10-K F-11

$211 million and $98 million to Treasury’s Capital Magnet Fund in 2021 and 2020, respectively. In 2022, we expect to

pay $209 million to Treasury’s Capital Magnet Fund based on our new business purchases in 2021.

Transactions with FHFA

The GSE Act authorizes FHFA to establish an annual assessment for regulated entities, including Fannie Mae, which is

payable on a semi-annual basis (April and October), for FHFA’s costs and expenses, as well as to maintain FHFA’s

working capital. We recognized FHFA assessment fees, which are recorded in “Administrative expenses” in our

consolidated statements of operations and comprehensive income, of $140 million, $139 million and $121 million for the

years ended December 31, 2021, 2020 and 2019, respectively.

Transactions with CSS and Freddie Mac

We contributed capital to CSS, the company we jointly own with Freddie Mac, of $76 million, $88 million and $105

million for the years ended December 31, 2021, 2020 and 2019, respectively.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles

generally accepted in the United States of America (“GAAP”). To conform to our current-period presentation, we have

reclassified certain amounts reported in our prior periods’ consolidated financial statements.

Presentation of Restricted Cash and Cash Equivalents

Restricted cash and cash equivalents includes funds held by consolidated MBS trusts that have not yet been remitted to

MBS certificateholders under the terms of our servicing guide and the related trust agreements. In 2021, Fannie Mae, in

its role as trustee, began to invest funds held by consolidated trusts directly in eligible short-term third-party

investments, which may include investments in cash equivalents that are composed of overnight repurchase

agreements and U.S. Treasuries that have a maturity at the date of acquisition of three months or less. The funds

underlying these short-term investments are restricted per the trust agreements. Accordingly, any investment in cash

equivalents should be classified as restricted and is presented as “Restricted cash and cash equivalents” in our

consolidated balance sheets to reflect the investment of funds related to MBS trusts.

Presentation of Freestanding Credit Enhancement Expense and Recoveries

Freestanding credit enhancements primarily include our Connecticut Avenue Securities

(“CAS”) and Credit Insurance

Risk Transfer

(“CIRT

”) programs, enterprise-paid mortgage insurance (“EPMI”), and certain lender risk-sharing

arrangements, including our multifamily Delegated Underwriting and Servicing (“DUS

”) program. We have revised our

presentation of the expenses and recoveries associated with these programs as described below.

Credit Enhancement Expense

Credit enhancement expense consists of costs associated with our freestanding credit enhancements. We exclude from

this expense costs related to our CAS transactions accounted for as debt instruments and credit risk transfer programs

accounted for as derivative instruments. Starting in 2020, we began presenting credit enhancement expense as a

separate line item in the consolidated statement of operations and comprehensive income for all periods presented, as

these expenses have become a more significant driver of our results of operations. Previously, credit enhancement

expenses had been presented in “Other expenses, net.”

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. Benefits, if any, from our CAS, CIRT and EPMI programs are

presented in “Change in expected credit enhancement recoveries” for all periods presented. Benefits from other lender

risk-sharing programs, including our multifamily DUS program, were recorded as a reduction of credit-related expense

in periods prior to 2020. However, with our adoption of the Current Expected Credit Loss standard on January 1, 2020,

benefits from freestanding credit enhancements are no longer recorded as a reduction of credit-related expenses.

These benefits from lender risk-sharing have been presented in “Change in expected credit enhancement recoveries”

on a prospective basis beginning January 1, 2020.

Use of Estimates

Preparing consolidated financial statements in accordance with GAAP requires management to make estimates and

assumptions that affect our reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities

as of the dates of our consolidated financial statements, as well as our reported amounts of revenues and expenses

Notes to Consolidated Financial Statements | Summary of Significant Accounting Policies

Fannie Mae (In conservatorship) 2021 Form 10-K F-12

during the reporting periods. Management has made significant estimates in a variety of areas including, but not limited

to, our allowance for loan losses. Actual results could be different from these estimates.

Principles of Consolidation

Our consolidated financial statements include our accounts as well as the accounts of the other entities in which we

have a controlling financial interest. All intercompany balances and transactions have been eliminated. The typical

condition for a controlling financial interest is ownership of a majority of the voting interests of an entity. A controlling

financial interest may also exist in an entity such as a variable interest entity (“VIE”) through arrangements that do not

involve voting interests. The majority of Fannie Mae’s controlling interests arise from arrangements with VIEs.

VIE Assessment

We have interests in various entities that are considered VIEs. A VIE is an entity (1) that has total equity at risk that is

not sufficient to finance its activities without additional subordinated financial support from other entities, (2) where the

group of equity holders does not have the power to direct the activities of the entity that most significantly impact the

entity’s economic performance, or the obligation to absorb the entity’s expected losses or the right to receive the entity’s

expected residual returns, or both, or (3) where the voting rights of some investors are not proportional to their

obligations to absorb the expected losses of the entity, their rights to receive the expected residual returns of the entity,

or both, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has

disproportionately few voting rights.

We determine whether an entity is a VIE by performing a qualitative analysis, which requires certain subjective

decisions including, but not limited to, the design of the entity, the variability that the entity was designed to create and

pass along to its interest holders, the rights of the parties and the purpose of the arrangement.

The primary types of VIE entities with which we are involved are securitization trusts guaranteed by us via lender swap

and portfolio securitization transactions, special-purpose vehicles (“SPVs”) associated with certain credit risk transfer

programs, limited partnership investments in low-income housing tax credit (“LIHTC”) and other housing partnerships,

as well as mortgage and asset-backed trusts that were not created by us. For more information on the primary types of

VIE entities with which we are involved, see “Note 2, Consolidations and Transfers of Financial Assets.”

Primary Beneficiary Determination

If an entity is a VIE, we consider whether our variable interest in that entity causes us to be the primary beneficiary. We

are deemed to be the primary beneficiary of a VIE when we have both (1) the power to direct the activities of the VIE

that most significantly impact the entity’s economic performance, and (2) exposure to benefits and/or losses that could

potentially be significant to the entity. The primary beneficiary of the VIE is required to consolidate and account for the

assets, liabilities, and noncontrolling interests of the VIE in its consolidated financial statements. The assessment of

which party has the power to direct the activities of the VIE may require significant management judgment when

(1) more than one party has power or (2) more than one party is involved in the design of the VIE but no party has the

power to direct the ongoing activities that could be significant.

We continually assess whether we are the primary beneficiary of the VIEs with which we are involved and therefore may

consolidate or deconsolidate a VIE through the duration of our involvement. Examples of certain events that may

change whether or not we consolidate the VIE include a change in the design of the entity or a change in our ownership

in the entity.

Measurement of Consolidated Assets and Liabilities

When we are the transferor of assets into a VIE that we consolidate at the time of the transfer, we continue to recognize

the assets and liabilities of the VIE at the amounts that they would have been recognized if we had not transferred them,

and no gain or loss is recognized. For all other VIEs that we consolidate (that is, those for which we are not the

transferor), we recognize the assets and liabilities of the VIE in our consolidated financial statements at fair value, and

we recognize a gain or loss for the difference between (1) the fair value of the consideration paid, fair value of

noncontrolling interests and the reported amount of any previously held interests, and (2) the net amount of the fair

value of the assets and liabilities recognized upon consolidation. However, for the securitization trusts established under

our lender swap program, no gain or loss is recognized if the trust is consolidated at formation as there is no difference

in the respective fair value of (1) and (2) above. We record gains or losses that are associated with the consolidation of

VIEs as a component of “Investment gains, net” in our consolidated statements of operations and comprehensive

income.

If we cease to be deemed the primary beneficiary of a VIE, we deconsolidate the VIE. We use fair value to measure the

initial cost basis for any retained interests that are recorded upon the deconsolidation of a VIE. Any difference between

Notes to Consolidated Financial Statements | Summary of Significant Accounting Policies

Fannie Mae (In conservatorship) 2021 Form 10-K F-13

the fair value and the previous carrying amount of our investment in the VIE is recorded in “Investment gains, net” in our

consolidated statements of operations and comprehensive income.

Purchase/Sale of Fannie Mae Securities

We actively purchase and sell guaranteed MBS that have been issued through lender swap and portfolio securitization

transactions. The accounting for the purchase and sale of our guaranteed MBS issued by the trusts differs based on the

characteristics of the securitization trusts and whether the trusts are consolidated and is discussed in “Single-Class

Securitization Trusts,” “Single-Class Resecuritization Trusts” and “Multi-Class Resecuritization Trusts” below.

Uniform Mortgage-Backed Securities (“UMBS”)

Uniform Mortgage-Backed Securities (“UMBS”) are common mortgage-backed securities issued by both Fannie Mae

and Freddie Mac to finance fixed-rate mortgage loans backed by one- to four-unit single-family properties. We and

Freddie Mac began issuing UMBS and resecuritizing UMBS certificates into structured securities in June 2019. The

structured securities backed by UMBS that we issue include Supers, which are single-class resecuritization

transactions, Real Estate Mortgage Investment Conduit securities (“REMICs”) and interest-only and principal-only strip

securities (“SMBS”), which are multi-class resecuritization transactions.

Since June 2019, we have resecuritized UMBS, Supers and other structured securities issued by Freddie Mac. The

mortgage loans that serve as collateral for Freddie Mac-issued UMBS are not held in trusts that are consolidated by

Fannie Mae. When we include Freddie Mac securities in our structured securities, we are subject to additional credit risk

because we guarantee securities that were not previously guaranteed by Fannie Mae. However, Freddie Mac continues

to guarantee the payment of principal and interest on the underlying Freddie Mac securities that we have resecuritized.

We have concluded that this additional credit risk is negligible because of the funding commitment available to Freddie

Mac through its senior preferred stock purchase agreement with Treasury.

Single-Class Securitization Trusts

We create single-class securitization trusts to issue single-class Fannie Mae MBS (including UMBS) that evidence an

undivided interest in the mortgage loans held in the trust. Investors in single-class Fannie Mae MBS receive principal

and interest payments in proportion to their percentage ownership of the MBS issuance. We guarantee to each single-

class securitization trust that we will supplement amounts received by the securitization trust as required to permit timely

payments of principal and interest on the related Fannie Mae MBS. This guaranty exposes us to credit losses on the

loans underlying Fannie Mae MBS.

Single-class securitization trusts are used for lender swap and portfolio securitization transactions. A lender swap

transaction occurs when a mortgage lender delivers a pool of single-family mortgage loans to us, which we immediately

deposit into an MBS trust. The MBS are then issued to the lender in exchange for the mortgage loans. A portfolio

securitization transaction occurs when we purchase mortgage loans from third-party sellers for cash and later deposit

these loans into an MBS trust. The securities issued through a portfolio securitization are then sold to investors for cash.

We consolidate single-class securitization trusts that are issued under these programs when our role as guarantor and

master servicer provides us with the power to direct matters, such as the servicing of the mortgage loans, that impact

the credit risk to which we are exposed. In contrast, we do not consolidate single-class securitization trusts when other

organizations have the power to direct these activities (for example, when the loan collateral is subject to a Federal

Housing Administration guaranty and related Servicing Guide).

When we purchase single-class Fannie Mae MBS issued from a consolidated trust, we account for the transaction as an

extinguishment of the related debt in our consolidated financial statements. We record a gain or loss on the

extinguishment of such debt to the extent that the purchase price of the MBS does not equal the carrying value of the

related consolidated debt reported in our consolidated balance sheets (including unamortized premiums, discounts or

other cost basis adjustments) at the time of purchase. When we sell single-class Fannie Mae MBS that were issued

from a consolidated trust, we account for the transaction as the issuance of debt in our consolidated financial

statements. We amortize the related premiums, discounts and other cost basis adjustments into income over the

contractual life of the MBS.

If a single-class securitization trust is not consolidated, we account for the purchase and subsequent sale of such

securities as the transfer of an investment security in accordance with the accounting guidance for transfers of financial

assets.

Single-Class Resecuritization Trusts

Fannie Mae single-class resecuritization trusts are created by depositing MBS into a new securitization trust for the

purpose of aggregating multiple mortgage-related securities into one combined security. Single-class resecuritization

Notes to Consolidated Financial Statements | Summary of Significant Accounting Policies

Fannie Mae (In conservatorship) 2021 Form 10-K F-14

securities pass through directly to the holders of the securities all of the cash flows of the underlying MBS held in the

trust. Since June 2019, these securities can be collateralized directly or indirectly by cash flows from underlying

securities issued by Fannie Mae, Freddie Mac, or a combination of both. Resecuritization trusts backed directly or

indirectly only by Fannie Mae MBS are non-commingled resecuritization trusts. Resecuritization trusts collateralized

directly or indirectly by cash flows either in part or in whole from Freddie Mac MBS are commingled resecuritization

trusts.

Securities issued by our non-commingled single-class resecuritization trusts are backed solely by Fannie Mae MBS,

and the guaranty we provide on the trust does not subject us to additional credit risk because we have already provided

a guarantee on the underlying securities. Further, the securities issued by our non-commingled single-class

resecuritization trusts pass through all of the cash flows of the underlying Fannie Mae MBS directly to the holders of the

securities. Accordingly, these securities are deemed to be substantially the same as the underlying Fannie Mae MBS

collateral. Additionally, our involvement with these trusts does not provide us with any incremental rights or powers that

would enable us to direct any activities of the trusts. We have concluded that we are not the primary beneficiary of and,

as a result, we do not consolidate our non-commingled single-class resecuritization trusts. Therefore, we account for

purchases and sales of securities issued by non-commingled single-class resecuritization trusts as extinguishments and

issuances of the underlying MBS debt, respectively.

Securities issued by our commingled single-class resecuritization trusts are backed in whole or in part by Freddie Mac

securities. As discussed in “Note 6, Financial Guarantees,” the guaranty we provide to the commingled single-class

resecuritization trust subjects us to additional credit risk to the extent that we are providing a guaranty for the timely

payment of principal and interest on the underlying Freddie Mac securities that we have not previously guaranteed.

Accordingly, securities issued by our commingled resecuritization trusts are not deemed to be substantially the same as

the underlying collateral. We do not have any incremental rights or powers related to commingled single-class

resecuritization trusts that would enable us to direct any activities of the underlying trust. As a result, we have concluded

that we are not the primary beneficiary of, and therefore do not consolidate, our commingled single-class

resecuritization trusts unless we have the unilateral right to dissolve the trust. We have this right when we hold 100% of

the beneficial interests issued by the resecuritization trust. Therefore, we account for purchases and sales of these

securities as the transfer of an investment security in accordance with the accounting guidance for transfers of financial

assets.

Multi-Class Resecuritization Trusts

Multi-class resecuritization trusts are trusts we create to issue multi-class Fannie Mae structured securities, including

REMICs and SMBS, in which the cash flows of the underlying mortgage assets are divided, creating several classes of

securities, each of which represents a beneficial ownership interest in a separate portion of cash flows. We guarantee to

each multi-class resecuritization trust that we will supplement amounts received by the trusts as required to permit

timely guaranty payments on the related Fannie Mae structured securities. Since June 2019, these multi-class

structured securities can be collateralized, directly or indirectly, by securities issued by Fannie Mae, Freddie Mac or a

combination of both.

The guaranty we provide to our non-commingled multi-class resecuritization trusts does not subject us to additional

credit risk, because the underlying assets are Fannie Mae-issued securities for which we have already provided a

guaranty. However, for commingled multi-class structured securities, we are subject to additional credit risk to the extent

we are providing a guaranty for the timely payment of principal and interest on the underlying Freddie Mac securities

that we have not previously guaranteed. For both commingled and non-commingled multi-class resecuritization trusts,

we may also be exposed to prepayment risk via our ownership of securities issued by these trusts. We do not have the

ability via our involvement with a multi-class resecuritization trust to impact either the credit risk or prepayment risk to

which we are exposed. Therefore, we have concluded that we do not have the characteristics of a controlling financial

interest and do not consolidate multi-class resecuritization trusts unless we have the unilateral right to dissolve the trust

as noted below.

Securities issued by multi-class resecuritization trusts do not directly pass through all of the cash flows of the underlying

securities, and therefore the issued and underlying securities are not considered substantially the same. Accordingly, we

account for purchases and sales of securities issued by the multi-class resecuritization trusts as transfers of an

investment security in accordance with the accounting guidance for transfers of financial assets.

Since June 2019, we may include UMBS, Supers and other structured securities that are either issued or backed by

securities issued by Freddie Mac in our resecuritization trusts. As a result, we adopted a consolidation threshold for

multi-class resecuritization trusts that is based on our ability to unilaterally dissolve the resecuritization trust. This ability

exists only when we hold 100% of the outstanding beneficial interests issued by the resecuritization trust. This change

in the consolidation threshold was applied prospectively upon the introduction of UMBS in the second quarter of 2019

and prior-period amounts were not recast. Prior to the introduction of UMBS, we consolidated multi-class

Notes to Consolidated Financial Statements | Summary of Significant Accounting Policies

Fannie Mae (In conservatorship) 2021 Form 10-K F-15

resecuritization trusts when we held a substantial portion of the outstanding beneficial interests issued by the trust. Our

adoption of the updated consolidation threshold did not have a material impact on our consolidated financial statements.

Transfers of Financial Assets

We evaluate each transfer of financial assets to determine whether the transfer qualifies as a sale. If a transfer does not

meet the criteria for sale treatment, the transferred assets remain in our consolidated balance sheets and we record a

liability to the extent of any proceeds received in connection with the transfer. We record transfers of financial assets in

which we surrender control of the transferred assets as sales.

When a transfer that qualifies as a sale is completed, we derecognize all assets transferred and recognize all assets

obtained and liabilities incurred at fair value. The difference between the carrying basis of the assets transferred and the

fair value of the net proceeds from the sale is recorded as a component of “Investment gains, net” in our consolidated

statements of operations and comprehensive income. Retained interests are primarily derived from transfers associated

with our portfolio securitizations in the form of Fannie Mae securities. We separately describe the subsequent

accounting, as well as how we determine fair value, for our retained interests in the “Investments in Securities” section

of this note.

We enter into repurchase agreements that involve contemporaneous trades to purchase and sell securities. These

transactions are accounted for as secured financings since the transferor has not relinquished control over the

transferred assets. These transactions are reported as securities purchased under agreements to resell and securities

sold under agreements to repurchase in our consolidated balance sheets except for securities purchased under

agreements to resell on an overnight basis, which are included in cash and cash equivalents in our consolidated

balance sheets.

Cash and Cash Equivalents, Restricted Cash and Cash Equivalents

and Statements of Cash Flows

Short-term investments that have a maturity at the date of acquisition of three months or less and are readily convertible

to known amounts of cash are generally considered cash equivalents. We also include securities purchased under

agreements to resell on an overnight basis in “cash and cash equivalents” in our consolidated balance sheets. We may

pledge as collateral certain short-term investments classified as cash equivalents.

“Restricted cash and cash equivalents” in our consolidated balance sheets represents cash advanced to the extent such

amounts are due to, but have not yet been remitted to, MBS certificateholders. Similarly, when we or our servicers

collect and hold cash that is due to certain Fannie Mae MBS trusts in advance of our requirement to remit these

amounts to the trusts, we recognize the collected cash amounts as restricted cash. In addition, we recognize restricted

cash when we and our servicers advance payments on delinquent loans to consolidated Fannie Mae MBS trusts. Cash

may also be recognized as restricted cash as a result of restrictions related to certain consolidated partnership funds as

well as for certain collateral arrangements for which we do not have the right to use the cash. Fannie Mae, in its role as

trustee, invests funds held by consolidated trusts directly in eligible short-term third-party investments, which may

include investments in cash equivalents that are composed of overnight repurchase agreements and U.S. Treasuries

that have a maturity at the date of acquisition of three months or less. The funds underlying these short-term

investments are restricted per the trust agreements.

In the presentation of our consolidated statements of cash flows, we present cash flows from derivatives that do not

contain financing elements and mortgage loans held for sale at acquisition as operating activities. We present cash

flows from securities purchased under agreements to resell or similar arrangements as investing activities. Cash flows

from securities sold under agreements to repurchase are presented as financing activities in “Other, net.” We classify

cash flows from trading securities based on their nature and purpose.

We classify cash flows related to mortgage loans acquired as held-for-investment, including loans of Fannie Mae and

loans of consolidated trusts, as either investing activities (for principal repayments or sales proceeds) or operating

activities (for interest received from borrowers included as a component of our net income). Cash flows related to debt

securities issued by consolidated trusts are classified as either financing activities (for repayments of principal to

certificateholders) or operating activities (for interest payments to certificateholders included as a component of our net

income). We distinguish between the payments and proceeds related to the debt of Fannie Mae and the debt of

consolidated trusts, as applicable. We present our non-cash activities in the consolidated statements of cash flows at

the associated unpaid principal balance.

Notes to Consolidated Financial Statements | Summary of Significant Accounting Policies

Fannie Mae (In conservatorship) 2021 Form 10-K F-16

Investments in Securities

Securities Classified as Trading or Available-for-Sale

We classify and account for our securities as either trading or available-for-sale (“AFS”). We measure trading securities

at fair value in our consolidated balance sheets with unrealized and realized gains and losses included as a component

of “Fair value gains (losses), net” in our consolidated statements of operations and comprehensive income. We include

interest and dividends on securities in our consolidated statements of operations and comprehensive income. Interest

income includes the amortization of cost basis adjustments, including premiums and discounts, recognized as a yield

adjustment using the interest method over the contractual term of the security. We measure AFS securities at fair value

in our consolidated balance sheets, with unrealized gains and losses included in accumulated other comprehensive

income, net of income taxes. We recognize realized gains and losses on AFS securities when securities are sold. We

calculate the gains and losses using the specific identification method and record them in “Investment gains, net” in our

consolidated statements of operations and comprehensive income. As of December 31, 2021, we did not have any

securities classified as held-to-maturity.

Fannie Mae MBS included in “Investments in securities”

When we own Fannie Mae MBS issued by unconsolidated trusts, we do not derecognize any components of the

guaranty assets, guaranty obligations, or any other outstanding recorded amounts associated with the guaranty

transaction because our contractual obligation to the MBS trust remains in force until the trust is liquidated. We

determine the fair value of Fannie Mae MBS based on observable market prices because most Fannie Mae MBS are

actively traded. For any subsequent purchase or sale, we continue to account for any outstanding recorded amounts

associated with the guaranty transaction on the same basis of accounting.

Impairment of Available-for-Sale Debt Securities

An AFS debt security is impaired if the fair value of the investment is less than its amortized cost basis. In these

circumstances, we separate the difference between the amortized cost basis of the security and its fair value into the

amount representing the credit loss, which we recognize as an allowance in “Benefit (provision) for credit losses” in our

consolidated statements of operations and comprehensive income, and the amount related to all other factors, which we

recognize in “Total other comprehensive loss,” net of taxes, in our consolidated statements of operations and

comprehensive income. Credit losses are evaluated on an individual security basis and are limited to the difference

between the fair value of the debt security and its amortized cost basis. If we intend to sell a debt security or it is more

likely than not that we will be required to sell the debt security before recovery, any allowance for credit losses on the

debt security is reversed and the amortized cost basis of the debt security is written down to its fair value through

“Investment gains, net.”

Mortgage Loans

Loans Held for Sale

When we acquire mortgage loans that we intend to sell or securitize via trusts that will not be consolidated, we classify

the loans as held for sale (“HFS”). We report the carrying value of HFS loans at the lower of cost or fair value. Any

excess of an HFS loan’s cost over its fair value is recognized as a valuation allowance, with changes in the valuation

allowance recognized as “Investment gains, net” in our consolidated statements of operations and comprehensive

income. We recognize interest income on HFS loans on an accrual basis, unless we determine that the ultimate

collection of contractual principal or interest payments in full is not reasonably assured. Purchased premiums, discounts

and other cost basis adjustments on HFS loans are deferred upon loan acquisition, included in the cost basis of the

loan, and not amortized. We determine any lower of cost or fair value adjustment on HFS loans at an individual loan

level.

For nonperforming loans transferred from held for investment (“HFI”) to HFS, based upon a change in our intent, we

record the loans at the lower of cost or fair value on the date of transfer. When the fair value of the nonperforming loan

is less than its amortized cost, we record a write-off against the allowance for loan losses in an amount equal to the

difference between the amortized cost basis and the fair value of the loan. If the amount written off upon transfer

exceeds the allowance related to the transferred loan, we record the excess in provision for credit losses, whereas if the

amounts written off are less than the allowance related to the loans, we recognize a benefit for credit losses.

Nonperforming loans include both seriously delinquent and reperforming loans, which are loans that were previously

delinquent but are performing again because payments on the mortgage loan have become current with or without the

use of a loan modification plan. Single-family seriously delinquent loans are loans that are 90 days or more past due or

in the foreclosure process. Multifamily seriously delinquent loans are loans that are 60 days or more past due.

Notes to Consolidated Financial Statements | Summary of Significant Accounting Policies

Fannie Mae (In conservatorship) 2021 Form 10-K F-17

In the event that we reclassify a performing loan from HFI to HFS, based upon a change in our intent, the allowance for

loan losses previously recorded on the HFI mortgage loan is reversed through “Benefit (provision) for credit losses” at

the time of reclassification. The mortgage loan is reclassified into HFS at its amortized cost basis and a valuation

allowance is established to the extent that the amortized cost basis of the loan exceeds its fair value. The initial

recognition of the valuation allowance and any subsequent changes are recorded as a gain or loss in “Investment gains,

net.”

Loans Held for Investment

When we acquire mortgage loans that we have the ability and the intent to hold for the foreseeable future or until

maturity, we classify the loans as HFI. When we consolidate a securitization trust, we recognize the loans underlying the

trust in our consolidated balance sheets. The trusts do not have the ability to sell mortgage loans and the use of such

loans is limited exclusively to the settlement of obligations of the trusts. Therefore, mortgage loans acquired when we

have the intent to securitize via consolidated trusts are generally classified as HFI in our consolidated balance sheets

both prior to and subsequent to their securitization.

We report the carrying value of HFI loans at the unpaid principal balance, net of unamortized premiums and discounts,

other cost basis adjustments, and allowance for loan losses. We define the amortized cost of HFI loans as unpaid

principal balance and accrued interest receivable, net, including any unamortized premiums, discounts, and other cost

basis adjustments. For purposes of our consolidated balance sheets, we present accrued interest receivable separately

from the amortized cost of our loans held for investment. We recognize interest income on HFI loans on an accrual

basis using the effective yield method over the contractual life of the loan, including the amortization of any deferred

cost basis adjustments, such as the premium or discount at acquisition, unless we determine that the ultimate collection

of contractual principal or interest payments in full is not reasonably assured.

Nonaccrual Loans

For loans not subject to the COVID-19-related nonaccrual policy described below, we discontinue accruing interest

when we believe collectability of principal and interest is not reasonably assured, which for a single-family loan we have

determined, based on our historical experience, to be when the loan becomes two months or more past due according

to its contractual terms. Interest previously accrued but not collected on such loans is reversed through interest income

at the date the loan is placed on nonaccrual status.

For single-family loans on nonaccrual status, we recognize income when cash payments are received. We return a non-

modified single-family loan to accrual status at the point when the borrower brings the loan current. We return a

modified single-family loan to accrual status at the point when the borrower has successfully made all required

payments during the trial period (generally three to four months) and the modification is made permanent.

We place a multifamily loan on nonaccrual status when the loan becomes two months or more past due according to its

contractual terms unless the loan is well secured such that collectability of principal and accrued interest is reasonably

assured. For multifamily loans on nonaccrual status, we apply any payment received on a cost recovery basis to reduce

principal on the mortgage loan. We return a multifamily loan to accrual status when the borrower cures the delinquency

of the loan. Single-family and multifamily loans are reported past due if a full payment of principal and interest is not

received within one month of its due date.

For loans negatively impacted by the COVID-19 pandemic, we continue to recognize interest income for up to six

months of delinquency provided that the loan was either current as of March 1, 2020 or originated after March 1, 2020.

For single-family loans, we continue to accrue interest income beyond six months of delinquency provided that the

collection of principal and interest continues to be reasonably assured. Multifamily loans that are in a forbearance

arrangement are placed on nonaccrual status when the borrower is six months past due unless the loan is both well

secured and in the process of collection.

Single-family and multifamily loans on nonaccrual status that have been placed in a repayment plan or that have been

brought current through a modification or a payment deferral are returned to accrual status once the borrower has made

six consecutive contractual payments under the terms of the repayment plan or the modified loan. For loans in a

forbearance arrangement that are placed on nonaccrual status, cash payments for interest are applied as a reduction of

accrued interest receivable until the receivable has been reduced to zero, and then recognized as interest income. If

interest is capitalized pursuant to a loan modification, any capitalized interest that had not been previously recognized

as interest income is recorded as a discount to the loan and amortized over the life of the loan.

For loans that have been negatively impacted by COVID-19, we establish a valuation allowance for expected credit

losses on the accrued interest receivable balance applying the process that we have established for both single-family

and multifamily loans. The credit expense related to this valuation allowance is classified as a component of the

provision for credit losses. Accrued interest receivable is written off when the amount is deemed to be uncollectible, in

Notes to Consolidated Financial Statements | Summary of Significant Accounting Policies

Fannie Mae (In conservatorship) 2021 Form 10-K F-18

accordance with our write-off policy for mortgage loans. Loans that are in active forbearance plans are not evaluated for

write-off.

For loans not subject to the COVID-19 related guidance, we have elected not to measure an allowance for credit losses

on accrued interest receivable balances as we have a nonaccrual policy to ensure the timely reversal of unpaid accrued

interest. See “Note 4, Allowance for Loan Losses” for additional information about our current-period provision for loan

losses, including a discussion of the estimates used in measuring the impact of the COVID-19 pandemic on our

allowance.

Restructured Loans

A modification to the contractual terms of a loan that results in granting a concession to a borrower experiencing

financial difficulty is considered a troubled debt restructuring (“TDR”). Our loss mitigation programs primarily include

modifications that result in the capitalization of past due amounts in combination with interest rate reductions and/or the

extension of the loan’s maturity date. Such restructurings are granted to borrowers in financial difficulty on either a

permanent or contingent basis, as in the case of modifications with a trial period. We consider these types of loan

restructurings to be TDRs.

We generally do not include principal or past due interest forgiveness as part of our loss mitigation programs, and, as a

result, we generally do not charge off any outstanding principal or accrued interest amounts at the time of loan

modification. We believe that the loan underwriting activities we perform as a part of our loan modification process

coupled with the borrower’s successful performance during any required trial period provides us reasonable assurance

regarding the collectability of the principal and interest due in accordance with the loan’s modified terms, which include

any past due interest amounts that are capitalized as principal at the time of modification. As such, the loan is returned

to accrual status when the loan modification is completed (i.e., at the end of the trial period), and we accrue interest

thereafter in accordance with our interest accrual policy. If the loan was on nonaccrual status prior to entering the trial

period, it remains on nonaccrual status until the borrower demonstrates performance via the trial period and the

modification is finalized.

We also engage in other loss mitigation activities with troubled borrowers, which include repayment plans, forbearance

arrangements, and modifications that are limited to the capitalization of past due amounts (i.e., payment deferrals). For

all of these activities, we consider the deferral or capitalization of three or fewer missed payments to represent only an

insignificant delay, and thus not a TDR. If we defer or capitalize more than three missed payments either through a legal

or informal modification, the delay is no longer considered insignificant, and the restructuring is accounted for as a TDR.

Our current TDR accounting described herein is temporarily impacted by our election to account for certain eligible loss

mitigation activities under the relief granted pursuant to the Coronavirus Aid, Relief, and Economic Security Act

(“CARES Act”) as described below.

We measure impairment of a loan restructured in a TDR based on the excess of the amortized cost in the loan over the

present value of the expected future cash inflows discounted at the loan’s original effective interest rate. Costs incurred

to complete a TDR are expensed as incurred. However, when foreclosure is probable, we measure impairment based

on the difference between our amortized cost in the loan and the fair value of the underlying property, adjusted for the

estimated costs to sell the property and estimated insurance or other proceeds we expect to receive.

TDR Accounting and Disclosure Relief Pursuant to the CARES Act

The Coronavirus Aid, Relief, and Economic Security Act, referred to as the CARES Act, which was enacted in March

2020, provides temporary relief from the accounting and reporting requirements for TDRs regarding certain loan

modifications related to COVID-19. In December of 2020, the temporary relief provided by the CARES Act was

extended pursuant to the Consolidated Appropriations Act of 2021. The CARES Act as extended provides that a

financial institution may elect to suspend the TDR requirements under GAAP for loan modifications related to the

COVID-19 pandemic that occur between March 1, 2020 through the earlier of January 1, 2022 or 60 days after the date

on which the COVID-19 national emergency terminates (the “Applicable Period”), as long as the loan was not more than

30 days delinquent as of December 31, 2019. Loan modifications as defined by the CARES Act include forbearance

arrangements, repayment plans, interest rate modifications and any similar arrangements that defer or delay the

payment of principal or interest.

We have elected to account for eligible loan modifications under the TDR relief provided by the CARES Act. Therefore,

the initial relief (i.e., the forbearance arrangement) and the subsequent agreements (i.e., repayment plans, payment

deferrals and loan modifications) that are necessary to allow the borrower to repay the past due amounts (collectively,

the “COVID-19 Relief”), will not be subject to the specialized accounting or disclosures that are required for TDRs if the

initial relief related to COVID-19 is granted during the Applicable Period and the borrower was no more than 30 days

past due as of December 31, 2019.

Notes to Consolidated Financial Statements | Summary of Significant Accounting Policies

Fannie Mae (In conservatorship) 2021 Form 10-K F-19

Allowance for Loan Losses

The Current Expected Credit Loss Standard

The Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13,

“Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments” in June

2016, which was later amended by ASU 2019-04, ASU 2019-05 and ASU 2019-11. These ASUs (the “CECL standard”)

replaced the incurred loss impairment methodology for loans that are collectively evaluated for impairment with a

methodology that reflects lifetime expected credit losses and requires consideration of a broader range of reasonable

and supportable forecast information to develop a lifetime credit loss estimate. The CECL standard also requires credit

losses related to AFS debt securities to be recorded through an allowance for credit losses. Our adoption of this

standard on January 1, 2020 did not have a material impact on our portfolio of AFS debt securities.

The CECL standard became effective for our fiscal year beginning January 1, 2020. We changed our accounting

policies as described below and implemented system, model and process changes to adopt the standard. Upon

adoption, we used 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. The

models used to estimate credit losses incorporate our historical credit loss experience, adjusted for current economic

forecasts and the current credit profile of our loan book of business. For single-family, the model uses reasonable and

supportable forecasts for key economic drivers, such as home prices as well as a range of possible future interest rate

environments, which drive prepayment speeds and impact the measurement of the interest-rate concession provided on

modified loans. For multifamily, the model uses forecasted rental income and property valuations.

Allowance for Loan Losses

Our allowance for loan losses is a valuation account that is deducted from the amortized cost basis of HFI loans to

present the net amount expected to be collected on the loans. The allowance for loan losses reflects an estimate of

expected credit losses on single-family and multifamily HFI loans held by Fannie Mae and by consolidated Fannie Mae

MBS trusts. Estimates of credit losses are based on expected cash flows derived from internal models that estimate

loan performance under simulated ranges of economic environments. Our modeled loan performance is based on our

historical experience of loans with similar risk characteristics, adjusted to reflect current conditions and reasonable and

supportable forecasts. Our historical loss experience and our credit loss estimates capture the possibility of remote

events that could result in credit losses on loans that are considered low risk. The allowance for loan losses does not

consider benefits from freestanding credit enhancements, such as our CAS and CIRT programs and multifamily DUS

lender risk-sharing arrangements, which are recorded in “Other assets” in our consolidated balance sheets.

Changes to our estimate of expected credit losses, including changes due to the passage of time, are recorded through

the benefit (provision) for credit losses. When calculating our allowance for loan losses, we consider only our amortized

cost in the loans at the balance sheet date. We record write-offs as a reduction to the allowance for loan losses when

losses are confirmed through the receipt of assets in satisfaction of a loan, such as the underlying collateral upon

foreclosure or cash upon completion of a short sale. Additionally, we record write-offs as a reduction to our allowance for

loan losses when a loan is determined to be uncollectible and upon the transfer of a nonperforming loan from HFI to

HFS. The excess of a loan’s unpaid principal balance, accrued interest and any applicable cost basis adjustments (“our

total exposure”) over the fair value of the assets is treated as a write-off loss that is deducted from the allowance for

loan losses. We include expected recoveries of amounts previously written off and expected to be written off in

determining our allowance for loan losses.

Single-Family Loans

We estimate the amount expected to be collected on our single-family loans using a discounted cash flow approach.

Our allowance for loan losses is calculated as the difference between the amortized cost basis of the loan and the

present value of expected cash flows on the loan. Expected cash flows include payments from the borrower, net of

servicing fees, contractually attached credit enhancements and proceeds from the sale of the underlying collateral, net

of selling costs.

When foreclosure of a single-family loan is probable, the allowance for loan losses is calculated as the difference

between the amortized cost basis of the loan and the fair value of the collateral as of the reporting date, adjusted for the

estimated costs to sell the property and the amount of expected recoveries from contractually attached credit

enhancements or other proceeds we expect to receive.

Expected cash flows are developed using internal models that capture market and loan characteristic inputs. Market

inputs include information such as actual and forecasted home prices, interest rates, volatility and spreads, while loan

characteristic inputs include information such as mark-to-market loan-to-value (“LTV”) ratios, delinquency status,

Notes to Consolidated Financial Statements | Summary of Significant Accounting Policies

Fannie Mae (In conservatorship) 2021 Form 10-K F-20

geography and borrower FICO credit scores. The model assigns a probability to borrower events including contractual

payment, loan payoff and default under various economic environments based on historical data, current conditions and

reasonable and supportable forecasts.

The two primary drivers of our forecasted economic environments are interest rates and home prices. Our model

projects the range of possible interest rate scenarios over the life of the loan based on actual interest rates and

observed option pricing volatility in the capital markets. We develop regional forecasts based on Metropolitan Statistical

Area data for single-family home prices using a multi-path simulation that captures home price projections over a five-

year period, the period for which we can develop reasonable and supportable forecasts. After the five-year period, the

home price forecast reverts to a historical long-term growth rate.

Expected cash flows on the loan are discounted at the effective interest rate on the loan, adjusted for expected

prepayments. For single-family loans that have not been modified in a TDR, the discount rate is updated each reporting

period to reflect changes in expected prepayments. Expected cash flows do not include expected extensions of the

contractual term unless such extension is the result of a reasonably expected TDR.

We consider the effects of actual and reasonably expected TDRs in our estimate of credit losses. These effects include

any economic concession provided or expected to be provided to a borrower experiencing financial difficulty. We

consider our current servicing practices and our historical experience to estimate reasonably expected TDRs. When a

loan is contractually modified in a TDR, to capture the concession, the discount rate on the loan is locked to the rate in

effect just prior to the modification and is no longer updated for changes in expected prepayments.

Multifamily Loans

Our allowance for loan losses on multifamily loans is calculated based on estimated probabilities of default and loss

severities to derive expected loss ratios, which are then applied to the amortized cost basis of the loans. Our

probabilities of default and severity are estimated using internal models based on historical loss experience of loans

with similar risk characteristics that affect credit performance, such as debt service coverage ratio (“DSCR”), mark-to-

market LTV ratio, collateral type, age, loan size, geography, prepayment penalty term and note type. Our models

simulate a range of possible future economic scenarios, which are used to estimate probabilities of default and loss

severities. Key inputs to our models include rental income, which drives expected DSCRs for our loans, and property

values. Our reasonable and supportable forecasts for multifamily rental income and property values, which are

projected based on Metropolitan Statistical Area data, extend through the contractual maturity of the loans. For TDRs,

we use a discounted cash flow approach to estimate expected credit losses.

When foreclosure of a multifamily loan is probable, the allowance for loan losses is calculated as the difference between

the amortized cost basis of the loan and the fair value of the collateral as of the reporting date, adjusted for the

estimated costs to sell the property.

Measurement of Credit Losses Prior to the Adoption of the CECL Standard

For periods prior to the adoption of the CECL standard, we recognized credit losses for loans that were collectively

evaluated for impairment based on an incurred-loss approach, which limited our measurement of credit losses to credit

events that were estimated to have already occurred. Under this approach, credit losses were calculated to represent

probable losses on loans classified as held for investment, including both loans held in our portfolio and loans held in

consolidated Fannie Mae MBS trusts. Loan losses on individually impaired loans including loans that were restructured

as TDRs were determined based on the present value of lifetime expected cash flows. Lifetime expected cash flows

were discounted at the effective interest rate of the original loan or the effective interest rate at acquisition for an

acquired credit-impaired loan to determine the present value of the loan. However, when foreclosure was probable on

an individually impaired loan, credit losses were determined based on the fair value of the underlying property, adjusted

for the estimated discounted costs to sell the property and estimated insurance or other proceeds we expected to

receive.

For single-family loans that were collectively evaluated for impairment, we recognized credit losses using a model that

estimated the probability of default and severity of losses on loans with similar risk characteristics given multiple factors,

such as origination year, mark-to-market LTV ratio, delinquency status and loan product type. Loss severity estimates

reflected current available information on actual events and conditions that had already occurred, including current

home prices. Our loss severity estimates did not incorporate assumptions about future changes in home prices. We did,

however, use recent regional historical sales and appraisal information, including the sales of our own foreclosed

properties, to develop our loss severity estimates for all loan categories.

For all multifamily loans that were collectively evaluated for impairment, we estimated credit losses using an internal

model that applied loss factors to loans in similar risk categories. Our loss factors were developed based on our

historical default and loss severity experience. Management could also apply judgment to adjust the loss factors derived

Notes to Consolidated Financial Statements | Summary of Significant Accounting Policies

Fannie Mae (In conservatorship) 2021 Form 10-K F-21

from our models, taking into consideration model imprecision and specific known events, such as current credit

conditions, that could affect the credit quality of our multifamily loan portfolio but were not yet reflected in our model-

generated loss factors.

For individually impaired multifamily loans, we determined credit losses based on the fair value of the underlying

property less the estimated discounted costs to sell the property and any lender loss sharing or other proceeds we

expected to receive. However, when an individually impaired loan had been modified through a TDR and foreclosure of

the loan was not probable, we determined credit losses based on the present value of expected cash flows discounted

at the loan’s original interest rate.

We identified multifamily loans for evaluation for impairment through a credit risk assessment process. As part of this

assessment process, we stratified multifamily loans into different internal risk categories based on the credit risk

inherent in each individual loan and management judgment. We categorized loan credit risk, taking into consideration

available operating statements and expected cash flows from the underlying property, the estimated value of the

property, the historical loan payment experience and current relevant market conditions that could impact credit quality.

Advances to Lenders

Advances to lenders represent our payments of cash in exchange for the receipt of mortgage loans from lenders in a

transfer that is accounted for as a secured lending arrangement. These transfers primarily occur when we provide early

funding to lenders for loans that they will subsequently either sell to us or securitize into a Fannie Mae MBS that they

will deliver to us. We individually negotiate early lender funding advances with our lenders. Early lender funding

advances have terms up to 60 days and earn a short-term market rate of interest.

We report cash outflows from advances to lenders as an investing activity in our consolidated statements of cash flows.

Settlements of the advances to lenders, other than through lender repurchases of loans, are not collected in cash, but

rather in the receipt of either loans or Fannie Mae MBS. Accordingly, this activity is reflected as a non-cash transfer in

our consolidated statements of cash flows in the line item entitled “Transfers from advances to lenders to loans held for

investment of consolidated trusts.”

Acquired Property, Net

We recognize foreclosed property (i.e., “Acquired property, net”) upon the earlier of the loan foreclosure event or when

we take physical possession of the property (i.e., through a deed-in-lieu of foreclosure transaction). We initially measure

foreclosed property at its fair value less its estimated costs to sell. We treat any excess of our amortized cost in the loan

over the fair value less estimated costs to sell the property as a write-off to the “Allowance for loan losses” in our

consolidated balance sheets. Any excess of the fair value less estimated costs to sell the property over our amortized

cost in the loan is recognized first to recover any previously written-off amounts, then to recover any forgone,

contractually due interest, and lastly to “Foreclosed property expense” in our consolidated statements of operations and

comprehensive income.

We classify foreclosed properties as HFS when we intend to sell the property and the following conditions are met at

either acquisition or within a relatively short period thereafter: we are actively marketing the property and it is available

for immediate sale in its current condition such that the sale is reasonably expected to take place within one year. We

report these properties at the lower of their carrying amount or fair value less estimated selling costs. We do not

depreciate these properties.

We recognize a loss for any subsequent write-down of the property to its fair value less its estimated costs to sell

through a valuation allowance with an offsetting charge to “Foreclosed property expense” in our consolidated

statements of operations and comprehensive income. We recognize a recovery for any subsequent increase in fair

value less estimated costs to sell up to the cumulative loss previously recognized through the valuation allowance. We

recognize gains or losses on sales of foreclosed property through “Foreclosed property expense” in our consolidated

statements of operations and comprehensive income.

Properties that do not meet the criteria to be classified as HFS are classified as held for use and are recorded in “Other

assets” in our consolidated balance sheets. These properties are depreciated and are evaluated for impairment when

circumstances indicate that the carrying amount of the property is no longer recoverable.

Commitments to Purchase and Sell Mortgage Loans and Securities

We enter into commitments to purchase and sell mortgage-backed securities and to purchase single-family and

multifamily mortgage loans. Certain commitments to purchase or sell mortgage-backed securities and to purchase

single-family mortgage loans are accounted for as derivatives. Our commitments to purchase multifamily loans are not

accounted for as derivatives because they do not meet the criteria for net settlement.

Notes to Consolidated Financial Statements | Summary of Significant Accounting Policies

Fannie Mae (In conservatorship) 2021 Form 10-K F-22

When derivative purchase commitments settle, we include the fair value on the settlement date in the cost basis of the

loan or unconsolidated security we purchase. When derivative commitments to sell securities settle, we include the fair

value of the commitment on the settlement date in the cost basis of the security we sell. Purchases and sales of

securities issued by our consolidated MBS trusts are treated as extinguishments or issuances of debt, respectively. For

commitments to purchase and sell securities issued by our consolidated MBS trusts, we recognize the fair value of the

commitment on the settlement date as a component of debt extinguishment gains and losses or in the cost basis of the

debt issued, respectively.

Regular-way securities trades provide for delivery of securities within the time generally established by regulations or

conventions in the market in which the trade occurs and are exempt from application of derivative accounting.

Commitments to purchase or sell securities that we account for on a trade-date basis are also exempt from the

derivative accounting requirements. We record the purchase and sale of an existing security on its trade date when the

commitment to purchase or sell the existing security settles within the period of time that is customary in the market in

which those trades take place.

Additionally, contracts for the forward purchase or sale of when-issued and to-be-announced (“TBA”) securities are

exempt from the derivative accounting requirements if there is no other way to purchase or sell that security, delivery of

that security and settlement will occur within the shortest period possible for that type of security and it is probable at

inception and throughout the term of the individual contract that physical delivery of the security will occur. Since our

commitments for the purchase of when-issued and TBA securities can be net settled and we do not document that

physical settlement is probable, we account for all such commitments as derivatives.

Derivative Instruments

We recognize our derivatives as either assets or liabilities in our consolidated balance sheets at their fair value on a

trade date basis. Changes in fair value and interest accruals on derivatives not in qualifying fair value hedging

relationships are recorded as “Fair value gains (losses), net” in our consolidated statements of operations and

comprehensive income. We offset the carrying amounts of certain derivatives that are in gain positions and loss

positions as well as cash collateral receivables and payables associated with derivative positions pursuant to the terms

of enforceable master netting arrangements. We offset these amounts only when we have the legal right to offset under

the contract and we have met all the offsetting conditions. For our over-the-counter (“OTC”) derivative positions, our

master netting arrangements allow us to net derivative assets and liabilities with the same counterparty. For our cleared

derivative contracts, our master netting arrangements allow us to net our exposure by clearing organization and by

clearing member.

After offsetting, we report derivatives in a gain position in “Other assets” and derivatives in a loss position in “Other

liabilities” in our consolidated balance sheets.

We evaluate financial instruments that we purchase or issue and other financial and non-financial contracts for

embedded derivatives. To identify embedded derivatives that we must account for separately, we determine whether: (1)

the economic characteristics of the embedded derivative are not clearly and closely related to the economic

characteristics of the financial instrument or other contract (i.e., the host contract); (2) the financial instrument or other

contract itself is not already measured at fair value with changes in fair value included in earnings; and (3) a separate

instrument with the same terms as the embedded derivative would meet the definition of a derivative. If the embedded

derivative meets all three of these conditions, we elect to carry the hybrid contract in its entirety at fair value with

changes in fair value recorded in earnings.

Fair Value Hedge Accounting

In January 2021, to reduce earnings volatility related to changes in benchmark interest rates, we began applying fair

value hedge accounting to certain pools of single-family mortgage loans and certain issuances of our funding debt by

designating such instruments as the hedged item in hedging relationships with interest-rate swaps. In these

relationships, we have designated the change in the benchmark interest rate, either the London Inter-bank Offered Rate

(“LIBOR”) or Secured Overnight Financing Rate (“SOFR”), as the risk being hedged. We have elected to use the last-of-

layer method to hedge certain pools of single-family mortgage loans. This election involves establishing fair value

hedging relationships on the portion of each loan pool that is not expected to be affected by prepayments, defaults and

other events that affect the timing and amount of cash flows. The term of each hedging relationship is generally one

business day and we establish hedging relationships daily to align our hedge accounting with our risk management

practices.

We apply hedge accounting to qualifying hedging relationships. A qualifying hedging relationship exists when changes

in the fair value of a derivative hedging instrument are expected to be highly effective in offsetting changes in the fair

value of the hedged item attributable to the risk being hedged during the term of the hedging relationship. We assess

Notes to Consolidated Financial Statements | Summary of Significant Accounting Policies

Fannie Mae (In conservatorship) 2021 Form 10-K F-23

hedge effectiveness using statistical regression analysis. A hedging relationship is considered highly effective if the total

change in fair value of the hedging instrument and the change in the fair value of the hedged item due to changes in the

benchmark interest rate offset each other within a range of 80% to 125% and certain other statistical tests are met.

If a hedging relationship qualifies for hedge accounting, the change in the fair value of the interest-rate swaps and the

change in the fair value of the hedged item for the risk being hedged are recorded through net interest income. A

corresponding basis adjustment is recorded against the hedged item, either the pool of mortgage loans or the debt, for

the changes in the fair value attributable to the risk being hedged. For hedging relationships that hedge pools of single-

family mortgage loans, basis adjustments are allocated to individual single-family loans based on the relative unpaid

principal balance of each loan at the termination of the hedging relationship. The cumulative basis adjustments on the

hedged item are amortized into earnings using the effective interest method over the contractual life of the hedged item,

with amortization beginning upon termination of the hedging relationship.

All changes in fair value of the designated portion of the derivative hedging instrument (i.e., interest-rate swap),

including interest accruals, are recorded in the same line item in the consolidated statements of operations and

comprehensive income used to record the earnings effect of the hedged item. Therefore, changes in the fair value of the

hedged mortgage loans and debt attributable to the risk being hedged are recognized in “Interest income” or “Interest

expense,” respectively, along with the changes in the fair value of the respective derivative hedging instruments.

The recognition of basis adjustments on the hedged item and the subsequent amortization are noncash activities and

are removed from net income to derive the “Net cash provided by (used in) operating activities” in our consolidated

statement of cash flows. Cash paid or received on designated derivative instruments during a hedging relationship is

reported as “Net cash provided by (used in) operating activities” in the consolidated statement of cash flows.

See “Note 3, Mortgage Loans,” “Note 7, Short-Term and Long-Term Debt” and “Note 8, Derivative Instruments” for

additional information on our fair value hedge accounting policy and related disclosures.

Collateral

We enter into various transactions where we pledge and accept collateral, the most common of which are our derivative

transactions. Required collateral levels vary depending on the credit rating and type of counterparty. We also pledge

and receive collateral under our repurchase and reverse repurchase agreements. In order to reduce potential exposure

to repurchase counterparties, a third-party custodian typically maintains the collateral and any margin. We monitor the

fair value of the collateral received from our counterparties, and we may require additional collateral from those

counterparties, as we deem appropriate.

Cash Collateral

We record cash collateral accepted from a counterparty that we have the right to use as “Cash and cash equivalents”

and cash collateral accepted from a counterparty that we do not have the right to use as “Restricted cash and cash

equivalents” in our consolidated balance sheets. We net our obligation to return cash collateral pledged to us against

the fair value of derivatives in a gain position recorded in “Other assets” in our consolidated balance sheets as part of

our counterparty netting calculation.

For derivative positions with the same counterparty under master netting arrangements where we pledge cash

collateral, we remove it from “Cash and cash equivalents” and net the right to receive it against the fair value of

derivatives in a loss position recorded in “Other liabilities” in our consolidated balance sheets as a part of our

counterparty netting calculation.

Non-Cash Collateral

We classify securities pledged to counterparties as either “Investments in securities” or “Cash and cash equivalents” in

our consolidated balance sheets. Securities pledged to counterparties that have been consolidated with the underlying

assets recognized as loans are included as “Mortgage loans” in our consolidated balance sheets.

Our liability to third party holders of Fannie Mae MBS that arises as the result of a consolidation of a securitization trust

is collateralized by the underlying loans and/or mortgage-related securities.

Debt

Our consolidated balance sheets contain debt of Fannie Mae as well as debt of consolidated trusts. We report debt

issued by us as “Debt of Fannie Mae” and by consolidated trusts as “Debt of consolidated trusts.” Debt issued by us

represents debt that we issue to third parties to fund our general business activities and certain credit risk-sharing

securities. The debt of consolidated trusts represents the amount of Fannie Mae MBS issued from such trusts that is

held by third-party certificateholders and prepayable without penalty at any time. We report deferred items, including

Notes to Consolidated Financial Statements | Summary of Significant Accounting Policies

Fannie Mae (In conservatorship) 2021 Form 10-K F-24

premiums, discounts and other cost basis adjustments, as adjustments to the related debt balances in our consolidated

balance sheets.

We classify interest expense as either short-term or long-term based on the contractual maturity of the related debt. We

recognize the amortization of premiums, discounts and other cost basis adjustments through interest expense using the

effective interest method usually over the contractual term of the debt. Amortization of premiums, discounts and other

cost basis adjustments begins at the time of debt issuance.

When we purchase a Fannie Mae MBS issued from a consolidated single-class securitization trust, we extinguish the

related debt of the consolidated trust as the MBS debt is no longer owed to a third-party. We record debt extinguishment

gains or losses related to debt of consolidated trusts to the extent that the purchase price of the MBS does not equal the

carrying value of the related consolidated MBS debt reported in our consolidated balance sheet (including unamortized

premiums, discounts and other cost basis adjustments) at the time of purchase as a component of “Other expenses,

net” in our consolidated statements of operations and comprehensive income.

Income Taxes

We recognize deferred tax assets and liabilities based on the differences in the book and tax bases of assets and

liabilities. We measure deferred tax assets and liabilities using enacted tax rates that are applicable to the period(s) that

the differences are expected to reverse. We adjust deferred tax assets and liabilities for the effects of changes in tax

laws and rates in the period of enactment. We recognize investment and other tax credits through our effective tax rate

calculation assuming that we will be able to realize the full benefit of the credits. We invest in LIHTC projects and elect

the proportional amortization method for the associated tax credits. We amortize the cost of a LIHTC investment each

reporting period in proportion to the tax credits and other tax benefits received. We recognize the resulting amortization

as a component of the “provision for federal income taxes” in our consolidated statements of operations and

comprehensive income.

We reduce our deferred tax assets by an allowance if, based on the weight of available positive and negative evidence,

it is more likely than not (a probability of greater than 50%) that we will not realize some portion, or all, of the deferred

tax asset.

We account for uncertain tax positions using a two-step approach whereby we recognize an income tax benefit if, based

on the technical merits of a tax position, it is more likely than not that the tax position would be sustained upon

examination by the taxing authority, which includes all related appeals and litigation. We then measure the recognized

tax benefit based on the largest amount of tax benefit that is greater than 50% likely to be realized upon settlement with

the taxing authority, considering all information available at the reporting date. We recognize interest expense and

penalties on unrecognized tax benefits as “Other expenses, net” in our consolidated statements of operations and

comprehensive income.

Earnings per Share

Earnings per share (“EPS”) is presented for basic and diluted EPS. We compute basic EPS by dividing net income

attributable to common stockholders by the weighted-average number of shares of common stock outstanding during

the period. However, as a result of our conservatorship status and the terms of the senior preferred stock, no amounts

would be available to distribute as dividends to common or preferred stockholders (other than to Treasury as the holder

of the senior preferred stock). Net income attributable to common stockholders excludes amounts attributable to the

senior preferred stock, which increase the liquidation preference as described above in “Senior Preferred Stock

Purchase Agreement, Senior Preferred Stock and Warrant.” Weighted average common shares includes 4.7 billion

shares for the years ended December 31, 2021 and 2020, and 4.6 billion shares for the year ended December 31,

2019, that would be issued upon the full exercise of the warrant issued to Treasury from the date the warrant was

issued through December 31, 2021, 2020 and 2019, respectively.

The calculation of diluted EPS includes all the components of basic earnings per share, plus the dilutive effect of

common stock equivalents such as convertible securities and stock options. Weighted-average shares outstanding is

increased to include the number of additional common shares that would have been outstanding if the dilutive potential

common shares had been issued. Our diluted EPS weighted-average shares outstanding includes 26 million shares of

convertible preferred stock for the years ended December 31, 2021 and 2020, and 131 million shares of convertible

preferred stock for the year ended December 31, 2019. During periods in which a net loss attributable to common

stockholders has been incurred, potential common equivalent shares outstanding are not included in the calculation

because it would have an anti-dilutive effect.

Notes to Consolidated Financial Statements | Summary of Significant Accounting Policies

Fannie Mae (In conservatorship) 2021 Form 10-K F-25

New Accounting Guidance

Adoption of the CECL Standard

As described above, the CECL standard became effective for our fiscal year beginning January 1, 2020. The adoption

of the standard on January 1, 2020 reduced our retained earnings by $1.1 billion on an after-tax basis. The adoption of

this guidance increased our overall credit loss reserves primarily as the result of an increase in our single-family loan

loss reserves that were previously evaluated on a collective basis for impairment. This increase was partially offset by a

decrease in estimated credit losses on loans that were previously considered individually impaired (our TDRs).

The increase in our single-family and multifamily loan loss reserves that were previously evaluated on a collective basis

was primarily driven by the migration from an incurred-loss approach, which allowed us to consider only default events

and economic conditions that already existed as of each financial reporting date, to an estimate that incorporates both

expected default events over the expected life of each mortgage loan and a forecast of key inputs, such as home price

(single-family) or rental income (multifamily), in different economic environments over a reasonable and supportable

period. The increase in loss reserves for the single-family portion of our book was low relative to its size due to the

credit quality of these loans and because, as of the date of adoption, our model forecasted home price growth.

The allowance for loan losses on the TDR book was already measured using an expected lifetime credit loss estimate.

The credit losses on this portion of our single-family book decreased upon the adoption of the CECL standard because

the new guidance required us to exclude from our estimate of credit losses all pre-foreclosure and post-foreclosure

costs that are expected to be advanced after the balance sheet date. Prior to the adoption of the CECL standard, we

incorporated these costs in our estimate of credit losses for this book.

Reference Rate Reform

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of

Reference Rate Reform on Financial Reporting. The FASB subsequently clarified the scope of this guidance with the

issuance of ASU 2021-01: Reference Rate Reform (Topic 848): Scope in January 2021. These accounting standard

updates provide optional practical expedients and exceptions to current accounting guidance when financial

instruments, hedge accounting relationships and other contractual arrangements are amended as part of reference rate

reform. The primary objective of these standards is to ease the administrative burden of accounting for contracts while

transitioning to an alternative reference rate. Fannie Mae has elected to apply certain of the practical expedients related

to modifications of financial instrument contracts and modifications to the rate used for discounting, margining and

contract price alignment of certain derivative instruments. The adoption of these standards and the election of these

practical expedients did not have a material impact on our financial statements.

Notes to Consolidated Financial Statements | Summary of Significant Accounting Policies

Fannie Mae (In conservatorship) 2021 Form 10-K F-26

2. Consolidations and Transfers of Financial Assets

We have interests in various entities that are considered to be VIEs. The primary types of entities are:

• securitization and resecuritization trusts, guaranteed by us via lender swap transactions;

• portfolio securitization transactions;

• commingled resecuritization trusts;

• mortgage-backed trusts that were not created by us;

• housing partnerships that are established to finance the acquisition, construction, development or rehabilitation

of affordable multifamily and single-family housing; and

• certain credit risk transfer transactions.

These interests include investments in securities issued by VIEs, such as Fannie Mae MBS created pursuant to our

securitization transactions. We consolidate the substantial majority of our single-class securitization trusts because our

role as guarantor and master servicer provides us with the power to direct matters (primarily the servicing of mortgage

loans) that impact the credit risk to which we are exposed. In contrast, we do not consolidate single-class securitization

trusts when other organizations have the power to direct these activities unless we have the unilateral ability to dissolve

the trust. We also do not consolidate our resecuritization trusts unless we have the unilateral ability to dissolve the trust.

Historically, the vast majority of underlying assets of our resecuritization trusts were limited to Fannie Mae securities that

were collateralized by mortgage loans held in consolidated trusts. However, with our issuance of UMBS, we include

securities issued by Freddie Mac in some of our resecuritization trusts. The mortgage loans that serve as collateral for

Freddie Mac-issued securities are not held in trusts that are consolidated by Fannie Mae.

Types of VIEs

Securitization and Resecuritization Trusts

Under our lender swap and portfolio securitization transactions, mortgage loans are transferred to a trust specifically for

the purpose of issuing a single class of guaranteed securities that are collateralized by the underlying mortgage loans

referred to as “first-level securities.” The trust’s permitted activities include receiving the transferred assets, issuing

beneficial interests, establishing the guaranty and servicing the underlying mortgage loans. In our capacity as issuer,

master servicer, trustee and guarantor, we earn fees for our obligations to each trust. Additionally, we may retain or

purchase a portion of the securities issued by each trust.

In our structured securitization transactions, we earn fees for assisting lenders and dealers with the design and

issuance of structured mortgage-related securities, referred to as “second-level securities.” In contrast to first-level

securities, the trust assets can include both Fannie Mae securities and Freddie Mac securities as the underlying

collateral. These structured securities include Fannie Megas

and Supers

, which are single-class resecuritizations, as

well as REMICs and SMBS, which are multi-class resecuritizations, and separate the cash flows from underlying assets

into separately tradable interests. When we issue a structured security backed in whole or in part by Freddie Mac

securities, we provide a new and separate guaranty of principal and interest on the newly-formed structured security. If

Freddie Mac were to fail 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. To the extent that the trust assets are Fannie Mae

securities, the trust has permitted activities that are similar to those for our lender swap and portfolio securitization

transactions. Additionally, we may retain or purchase a portion of the securities issued by each trust.

We also hold investments in or provide a guaranty of mortgage-backed securities that have been issued via private-

label trusts. These trusts are structured to provide investors with a beneficial interest in a pool of receivables or other

financial assets, typically mortgage loans. The trusts act as vehicles to allow loan originators to securitize assets.

Securities are structured from the underlying pool of assets to provide for varying degrees of risk. The originators of the

financial assets or the underwriters of the transaction create the trusts and typically own the residual interest in the

trusts’ assets. Our involvement in these entities is typically limited to our investment in the beneficial interests that we

have purchased or the guaranty we provide.

Notes to Consolidated Financial Statements | Consolidations and Transfers of Financial Assets

Fannie Mae (In conservatorship) 2021 Form 10-K F-27

Limited Partnerships

We invest in various limited partnerships that sponsor affordable housing projects utilizing the LIHTC pursuant to

Section 42 of the Internal Revenue Code. The purpose of these investments is to increase the supply of affordable

housing in the United States and to serve communities in need. In addition, our investments in LIHTC partnerships

generate both tax credits and net operating losses that may reduce our federal income tax liability. Our LIHTC

investments primarily represent limited partnership interests in entities that have been organized by a fund manager

who acts as the general partner. These fund investments seek out equity investments in LIHTC operating partnerships

that have been established to identify, develop and operate multifamily housing that is leased to qualifying residential

tenants.

SPVs Associated with Our Credit Risk Transfer Programs

We transfer mortgage credit risk to investors through Connecticut Avenue Securities (“CAS”) REMIC and CAS credit-

linked note (“CLN”) trusts. In October 2019, we issued our first Multifamily Connecticut Avenue Securities (“MCAS”)

transaction, which is a CAS CLN, and in December 2019, we issued our first single-family CAS CLN. The structure of

CAS CLNs is similar to CAS REMICs; however, CAS CLNs allow us to transfer risk on reference pools containing

seasoned loans. Since the REMIC election was not made on the loans in the reference pools at the time of acquisition,

these trusts do not qualify as REMICs. Each CAS trust is a separate legal entity which issues notes that are fully

collateralized by amounts deposited into a collateral account held by the CAS trust. To the extent that collateral held by

the CAS trust and the earnings thereon are insufficient relative to the payments due to holders of the CAS notes, we

may be required to make payments to the CAS trust. The CAS trusts qualify as VIEs. We do not have the power to

direct significant activities of the CAS trusts while the CAS notes are outstanding, and, therefore, we do not consolidate

CAS trusts.

Consolidated VIEs

If an entity is a VIE, we consider whether our variable interest in that entity causes us to be the primary beneficiary. The

primary beneficiary of the VIE is required to consolidate and account for the assets, liabilities and noncontrolling

interests of the VIE in its consolidated financial statements. An enterprise is deemed to be the primary beneficiary when

the enterprise has the power to direct the activities of the VIE that most significantly impact the entity’s economic

performance and exposure to benefits and/or losses could potentially be significant to the entity. In general, the

investors in the obligations of consolidated VIEs have recourse only to the assets of those VIEs and do not have

recourse to us, except where we provide a guaranty to the VIE.

We continually assess whether we are the primary beneficiary of the VIEs with which we are involved and therefore may

consolidate or deconsolidate a VIE through the duration of our involvement. As of December 31, 2021, we consolidated

$85 million in unpaid principal balance of certain VIEs that were not consolidated as of December 31, 2020. As a result

of consolidating these entities, we derecognized our investment in these entities and recognized the assets and

liabilities of the consolidated entities at fair value.

Transfers of Financial Assets

We issue Fannie Mae MBS through portfolio securitization transactions by transferring pools of mortgage loans or

mortgage-related securities to one or more trusts or special purpose entities. We are considered to be the transferor

when we transfer assets from our own retained mortgage portfolio in a portfolio securitization transaction. For the years

ended December 31, 2021, 2020 and 2019, the unpaid principal balance of portfolio securitizations was $682.9 billion,

$745.2 billion and $278.6 billion, respectively. The substantial majority of these portfolio securitization transactions

generally do not qualify for sale treatment. Portfolio securitization trusts that do qualify for sale treatment primarily

consist of loans that are guaranteed or insured, in whole or in part, by the U.S. government.

We retain interests from the transfer and sale of mortgage-related securities to unconsolidated single-class and multi-

class portfolio securitization trusts. As of December 31, 2021, the unpaid principal balance of retained interests was

$1.1 billion and its related fair value was $2.0 billion. The unpaid principal balance of retained interests was $1.7 billion

and its related fair value was $2.9 billion as of December 31, 2020. For the years ended December 31, 2021, 2020 and

2019, the principal, interest and other fees received on retained interests was $558 million, $700 million and $595

million, respectively.

Notes to Consolidated Financial Statements | Consolidations and Transfers of Financial Assets

Fannie Mae (In conservatorship) 2021 Form 10-K F-28

Portfolio Securitizations

We consolidate the substantial majority of our single-class MBS trusts; therefore, these portfolio securitization

transactions do not qualify for sale treatment. The assets and liabilities of consolidated trusts created via portfolio

securitization transactions that do not qualify as sales are reported in our consolidated balance sheets.

We recognize assets obtained and liabilities incurred in qualifying sales of portfolio securitizations at fair value.

Proceeds from the initial sale of securities from portfolio securitizations were $666 million for the year ended December

31, 2020. We had no proceeds from the initial sale of securities from portfolio securitizations for the years ended

December 31, 2021 and 2019. Our continuing involvement in the form of guaranty assets and guaranty liabilities with

assets that were transferred into unconsolidated trusts is not material to our consolidated financial statements.

Unconsolidated VIEs

We do not consolidate VIEs when we are not deemed to be the primary beneficiary. Our unconsolidated VIEs include

securitization and resecuritization trusts, limited partnerships, and certain SPVs designed to transfer credit risk. The

following table displays the carrying amount and classification of our assets and liabilities that relate to our involvement

with unconsolidated securitization and resecuritization trusts.

As of December 31,

2021 2020

(Dollars in millions)

Assets and liabilities recorded in our consolidated balance sheets related to unconsolidated

mortgage-backed trusts:

Assets:

Trading securities:

Fannie Mae $ 984 $ 1,611

Non-Fannie Mae 3,030 3,608

Total trading securities 4,014 5,219

Available-for-sale securities:

Fannie Mae 495 1,168

Non-Fannie Mae 200 318

Total available-for-sale securities 695 1,486

Other assets 35 41

Other liabilities (41) (67)

Net carrying amount $ 4,703 $ 6,679

Our maximum exposure to loss generally represents the greater of our carrying value in the entity or the unpaid

principal balance of the assets covered by our guaranty. Our involvement in unconsolidated resecuritization trusts may

give rise to additional exposure to loss depending on the type of resecuritization trust. Fannie Mae non-commingled

resecuritization trusts are backed entirely by Fannie Mae MBS. These non-commingled single-class and multi-class

resecuritization trusts are not consolidated and do not give rise to any additional exposure to loss as we already

consolidate the underlying collateral.

Fannie Mae commingled resecuritization trusts are backed in whole or in part by Freddie Mac securities. The guaranty

that we provide to these commingled resecuritization trusts may increase our exposure to loss to the extent that we are

providing a guaranty for the timely payment and interest on the underlying Freddie Mac securities that we have not

previously guaranteed. Our maximum exposure to loss for these unconsolidated trusts is measured by the amount of

Freddie Mac securities that are held in these resecuritization trusts.

Our maximum exposure to loss related to unconsolidated securitization and resecuritization trusts, which includes but is

not limited to our exposure to these Freddie Mac securities, was approximately $220 billion and $146 billion as of

December 31, 2021 and 2020, respectively. The total assets of our unconsolidated securitization and resecuritization

trusts were approximately $250 billion and $180 billion as of December 31, 2021 and 2020, respectively.

The maximum exposure to loss for our unconsolidated limited partnerships and similar legal entities, which consist of

LIHTC, community investments and other entities, was $292 million and the related net carrying value was $288 million

as of December 31, 2021. As of December 31, 2020, the maximum exposure to loss was $126 million and the related

net carrying value was $121 million. The total assets of these limited partnership investments were $3.7 billion and $2.6

billion as of December 31, 2021 and 2020, respectively.

The maximum exposure to loss related to our involvement with unconsolidated SPVs that transfer credit risk represents

the unpaid principal balance and accrued interest payable of obligations issued by the CAS and MCAS SPVs. The

Notes to Consolidated Financial Statements | Consolidations and Transfers of Financial Assets

Fannie Mae (In conservatorship) 2021 Form 10-K F-29

maximum exposure to loss related to these unconsolidated SPVs was $10.4 billion and $11.4 billion as of December 31,

2021 and 2020, respectively. The total assets related to these unconsolidated SPVs were $10.4 billion and $11.4 billion

as of December 31, 2021 and 2020, respectively.

The unpaid principal balance of our multifamily loan portfolio was $403.5 billion as of December 31, 2021. As our

lending relationship does not provide us with a controlling financial interest in the borrower entity, we do not consolidate

these borrowers regardless of their status as either a VIE or a voting interest entity. We have excluded these entities

from our VIE disclosures. However, the disclosures we have provided in “Note 3, Mortgage Loans,” “Note 4, Allowance

for Loan Losses” and “Note 6, Financial Guarantees” with respect to this population are consistent with the FASB’s

stated objectives for the disclosures related to unconsolidated VIEs.

3. Mortgage Loans

We own single-family mortgage loans, which are secured by four or fewer residential dwelling units, and multifamily

mortgage loans, which are secured by five or more residential dwelling units. We classify these loans as either HFI or

HFS. We report the amortized cost of HFI loans for which we have not elected the fair value option at the unpaid

principal balance, net of unamortized premiums and discounts, hedge-related basis adjustments, other cost basis

adjustments, and accrued interest receivable, net. For purposes of our consolidated balance sheets, we present

accrued interest receivable, net separately from the amortized cost of our loans held for investment. We report the

carrying value of HFS loans at the lower of cost or fair value and record valuation changes in “Investment gains, net” in

our consolidated statements of operations and comprehensive income. See “Note 1, Summary of Significant Accounting

Policies” and “Note 8, Derivative Instruments” for additional information on hedge-related basis adjustments and on the

implementation of our fair value hedge accounting program in January 2021.

For purposes of the single-family mortgage loan disclosures below, we display loans by class of financing receivable

type. Financing receivable classes used for disclosure consist of: “20- and 30-year or more, amortizing fixed-rate,” “15-

year or less, amortizing fixed-rate,” “Adjustable-rate” and “Other.” The “Other” class primarily consists of reverse

mortgage loans, interest-only loans, negative-amortizing loans and second liens.

The following table displays the carrying value of our mortgage loans and allowance for loan losses.

As of December 31,

2021 2020

(Dollars in millions)

Single-family $ 3,495,573 $ 3,216,146

Multifamily 403,452 373,722

Total unpaid principal balance of mortgage loans 3,899,025 3,589,868

Cost basis and fair value adjustments, net 74,846 74,576

Allowance for loan losses for HFI loans (5,629) (10,552)

Total mortgage loans

(1)

$ 3,968,242 $ 3,653,892

(1)

Excludes $9.1 billion and $9.8 billion of accrued interest receivable, net of allowance as of December 31, 2021 and 2020, respectively.

Notes to Consolidated Financial Statements | Consolidations and Transfers of Financial Assets

Fannie Mae (In conservatorship) 2021 Form 10-K F-30

The following table displays information about our redesignation of loans and the sales of mortgage loans during the

period.

For the Year Ended December 31,

2021 2020 2019

(Dollars in millions)

Single family loans redesignated from HFI to HFS:

Amortized cost $ 16,606 $ 8,309 $ 18,245

Lower of cost or fair value adjustment at time of redesignation

(1)

(372) (291) (995)

Allowance reversed at time of redesignation 1,605 963 2,484

Single family loans redesignated from HFS to HFI:

Amortized cost $ 5 $ 144 $ 28

Allowance established at time of redesignation (1) (15) (1)

Single-family loans sold:

Unpaid principal balance $ 16,977 $ 9,519 $ 19,737

Realized gains, net 1,624 831 1,238

(1)

Consists of the write-off against the allowance at the time of redesignation.

The amortized cost of single-family mortgage loans for which formal foreclosure proceedings were in process was $4.4

billion and $5.0 billion as of December 31, 2021 and 2020, respectively. As a result of our various loss mitigation and

foreclosure prevention efforts, we expect that a portion of the loans in the process of formal foreclosure proceedings will

not ultimately foreclose. In response to the COVID-19 pandemic, we prohibited our servicers from completing

foreclosures on our single-family loans through July 31, 2021, except in the case of vacant or abandoned properties. In

addition, our servicers were required to comply with a Consumer Financial Protection Bureau (the “CFPB”) rule that

prohibited certain new single-family foreclosures on mortgage loans secured by the borrower’s principal residence until

after December 31, 2021.

Notes to Consolidated Financial Statements | Mortgage Loans

Fannie Mae (In conservatorship) 2021 Form 10-K F-31

Aging Analysis

The following tables display an aging analysis of the total amortized cost of our HFI mortgage loans by portfolio

segment and class, excluding loans for which we have elected the fair value option.

Pursuant to the CARES Act, for purposes of reporting to the credit bureaus, servicers must report a borrower receiving a

COVID-19-related payment accommodation during the covered period, such as a forbearance plan or loan modification,

as current if the borrower was current prior to receiving the accommodation and the borrower makes all required

payments in accordance with the accommodation. For purposes of our disclosures regarding delinquency status, we

report loans receiving COVID-19-related payment forbearance as delinquent according to the contractual terms of the

loan.

As of December 31, 2021

30 - 59

Days

Delinquent

60 - 89

Days

Delinquent

Seriously

Delinquent

(1)

Total

Delinquent Current Total

Loans 90

Days or

Delinquent

and

Accruing

Interest

Nonaccrual

Loans with

Allowance

(Dollars in millions)

Single-family:

20- and 30-year or

more,

amortizing

fixed-rate

$ 22,862 $ 5,192 $ 38,288 $ 66,342 $ 2,902,763 $ 2,969,105 $ 24,236 $ 6,271

15-year or less,

amortizing

fixed-rate

2,024 326 1,799 4,149 529,278 533,427 1,454 193

Adjustable-rate

161 36 374 571 25,771 26,342 287 63

Other

(2)

786 204 1,942 2,932 35,013 37,945 1,008 545

Total single-family

25,833 5,758 42,403 73,994 3,492,825 3,566,819 26,985 7,072

Multifamily

(3)

114 N/A 1,693 1,807 404,398 406,205 317 107

Total $ 25,947 $ 5,758 $ 44,096 $ 75,801 $ 3,897,223 $ 3,973,024 $ 27,302 $ 7,179

As of December 31, 2020

30 - 59

Days

Delinquent

60 - 89

Days

Delinquent

Seriously

Delinquent

(1)

Total

Delinquent Current Total

Loans 90

Days or

Delinquent

and

Accruing

Interest

Nonaccrual

Loans with

Allowance

(Dollars in millions)

Single-family:

20- and 30-year

or more,

amortizing

fixed-rate

$ 24,928 $ 9,414 $ 88,276 $ 122,618 $ 2,619,585 $ 2,742,203 $ 68,526 $ 6,028

15-year or less,

amortizing

fixed-rate

1,987 601 5,028 7,616 449,443 457,059 4,292 240

Adjustable-rate 268 97 1,143 1,508 29,933 31,441 907 114

Other

(2)

1,150 458 5,037 6,645 47,937 54,582 2,861 771

Total single-family 28,333 10,570 99,484 138,387 3,146,898 3,285,285 76,586 7,153

Multifamily

(3)

1,140 N/A 3,688 4,828 372,598 377,426 610 302

Total $ 29,473 $ 10,570 $ 103,172 $ 143,215 $ 3,519,496 $ 3,662,711 $ 77,196 $ 7,455

(1)

Single-family seriously delinquent loans are loans that are 90 days or more past due or in the foreclosure process. Multifamily seriously

delinquent loans are loans that are 60 days or more past due.

(2)

Reverse mortgage loans included in “Other” are not aged due to their nature and are included in the current column.

Notes to Consolidated Financial Statements | Mortgage Loans

Fannie Mae (In conservatorship) 2021 Form 10-K F-32

(3)

Multifamily loans 60-89 days delinquent are included in the seriously delinquent column.

Credit Quality Indicators

The following tables display the total amortized cost of our single-family HFI loans by class, year of origination and

credit quality indicator, excluding loans for which we have elected the fair value option. The estimated mark-to-market

LTV ratio is a primary factor we consider when estimating our allowance for loan losses for single-family loans. As LTV

ratios increase, the borrower’s equity in the home decreases, which may negatively affect the borrower’s ability to

refinance or to sell the property for an amount at or above the outstanding balance of the loan.

As of December 31, 2021, by Year of Origination

(1)

2021 2020 2019 2018 2017 Prior Total

(Dollars in millions)

Estimated mark-to-market LTV ratio:

(2)

20- and 30-year or more, amortizing fixed-rate:

Less than or equal to 80%

$ 798,830 $ 881,290 $ 177,909 $ 87,825 $ 111,059 $ 666,327 $ 2,723,240

Greater than 80% and less than or equal to 90%

129,340 39,689 2,689 1,056 622 1,687 175,083

Greater than 90% and less than or equal to 100%

66,667 2,278 544 229 57 460 70,235

Greater than 100%

21 12 9 16 22 467 547

Total 20- and 30-year or more, amortizing fixed-rate

994,858 923,269 181,151 89,126 111,760 668,941 2,969,105

15-year or less, amortizing fixed-rate:

Less than or equal to 80%

196,163 157,076 25,390 9,595 20,715 121,027 529,966

Greater than 80% and less than or equal to 90%

2,576 259 16 4 2 7 2,864

Greater than 90% and less than or equal to 100%

579 5 — 1 1 4 590

Greater than 100%

— — — — 2 5 7

Total 15-year or less, amortizing fixed-rate

199,318 157,340 25,406 9,600 20,720 121,043 533,427

Adjustable-rate:

Less than or equal to 80%

6,166 2,235 1,065 1,236 2,524 12,501 25,727

Greater than 80% and less than or equal to 90%

438 25 7 4 2 3 479

Greater than 90% and less than or equal to 100%

135 1 — — — — 136

Greater than 100%

— — — — — — —

Total adjustable-rate

6,739 2,261 1,072 1,240 2,526 12,504 26,342

Other:

Less than or equal to 80%

— — 34 268 655 26,930 27,887

Greater than 80% and less than or equal to 90%

— — — 3 6 275 284

Greater than 90% and less than or equal to 100%

— — — 1 2 133 136

Greater than 100%

— — — 1 1 141 143

Total other

— — 34 273 664 27,479 28,450

Total $ 1,200,915 $ 1,082,870 $ 207,663 $ 100,239 $ 135,670 $ 829,967 $ 3,557,324

Total for all classes by LTV ratio:

(2)

Less than or equal to 80%

$ 1,001,159 $ 1,040,601 $ 204,398 $ 98,924 $ 134,953 $ 826,785 $ 3,306,820

Greater than 80% and less than or equal to 90%

132,354 39,973 2,712 1,067 632 1,972 178,710

Greater than 90% and less than or equal to 100%

67,381 2,284 544 231 60 597 71,097

Greater than 100%

21 12 9 17 25 613 697

Total $ 1,200,915 $ 1,082,870 $ 207,663 $ 100,239 $ 135,670 $ 829,967 $ 3,557,324

Notes to Consolidated Financial Statements | Mortgage Loans

Fannie Mae (In conservatorship) 2021 Form 10-K F-33

As of December 31, 2020, by Year of Origination

(1)

2020 2019 2018 2017 2016 Prior Total

(Dollars in millions)

Estimated mark-to-market LTV ratio:

(2)

20- and 30-year or more, amortizing fixed-rate:

Less than or equal to 80%

$ 794,156 $ 233,994 $ 135,849 $ 183,315 $ 221,172 $ 775,636 $ 2,344,122

Greater than 80% and less than or equal to 90%

157,500 85,227 23,440 5,270 1,592 5,958 278,987

Greater than 90% and less than or equal to 100%

109,743 4,186 820 250 124 1,994 117,117

Greater than 100%

28 7 28 77 81 1,756 1,977

Total 20- and 30-year or more, amortizing fixed-rate

1,061,427 323,414 160,137 188,912 222,969 785,344 2,742,203

15-year or less, amortizing fixed-rate:

Less than or equal to 80%

181,418 41,374 15,768 31,497 46,088 132,596 448,741

Greater than 80% and less than or equal to 90%

6,105 811 35 14 8 20 6,993

Greater than 90% and less than or equal to 100%

1,274 9 3 4 3 10 1,303

Greater than 100%

— —

3 3 3 13 22

Total 15-year or less, amortizing fixed-rate

188,797 42,194 15,809 31,518 46,102 132,639 457,059

Adjustable-rate:

Less than or equal to 80%

2,935 1,839 2,412 4,765 2,678 16,248 30,877

Greater than 80% and less than or equal to 90%

234 152 79 19 5 12 501

Greater than 90% and less than or equal to 100%

56 3 1 — — 2 62

Greater than 100%

— — — — — 1 1

Total adjustable-rate

3,225 1,994 2,492 4,784 2,683 16,263 31,441

Other:

Less than or equal to 80%

— 41 328 811 1,028 36,216 38,424

Greater than 80% and less than or equal to 90%

— 2 20 43 30 1,298 1,393

Greater than 90% and less than or equal to 100%

— 2 8 16 10 602 638

Greater than 100%

— — 4 8 9 631 652

Total other

— 45 360 878 1,077 38,747 41,107

Total $ 1,253,449 $ 367,647 $ 178,798 $ 226,092 $ 272,831 $ 972,993 $ 3,271,810

Total for all classes by LTV ratio:

(2)

Less than or equal to 80%

$ 978,509 $ 277,248 $ 154,357 $ 220,388 $ 270,966 $ 960,696 $ 2,862,164

Greater than 80% and less than or equal to 90%

163,839 86,192 23,574 5,346 1,635 7,288 287,874

Greater than 90% and less than or equal to 100%

111,073 4,200 832 270 137 2,608 119,120

Greater than 100%

28 7 35 88 93 2,401 2,652

Total $ 1,253,449 $ 367,647 $ 178,798 $ 226,092 $ 272,831 $ 972,993 $ 3,271,810

(1)

Excludes $9.5 billion and $13.5 billion as of December 31, 2021 and 2020, respectively, of mortgage loans guaranteed or insured, in whole

or in part, by the U.S. government or one of its agencies, which represents primarily reverse mortgages for which we do not calculate an

estimated mark-to-market LTV ratio.

(2)

The aggregate estimated mark-to-market LTV ratio is based on the unpaid principal balance of the loan divided by the estimated current

value of the property as of the end of each reported period, which we calculate using an internal valuation model that estimates periodic

changes in home value.

Notes to Consolidated Financial Statements | Mortgage Loans

Fannie Mae (In conservatorship) 2021 Form 10-K F-34

The following tables display the total amortized cost of our multifamily HFI loans by year of origination and credit-risk

rating, excluding loans for which we have elected the fair value option. Property rental income and property valuations

are key inputs to our internally assigned credit risk ratings.

As of December 31, 2021, by Year of Origination

2021 2020 2019 2018 2017 Prior Total

(Dollars in millions)

Internally assigned credit risk rating:

Non-classified

(1)

$ 58,986 $ 79,602 $ 64,278 $ 55,552 $ 44,037 $ 87,549 $ 390,004

Classified

(2)

21 595 2,288 2,114 4,091 7,092 16,201

Total

$ 59,007 $ 80,197 $ 66,566 $ 57,666 $ 48,128 $ 94,641 $ 406,205

As of December 31, 2020, by Year of Origination

2020 2019 2018 2017 2016 Prior Total

(Dollars in millions)

Internally assigned credit risk rating:

Non-classified

(1)

$ 71,977 $ 68,296 $ 62,087 $ 50,907 $ 43,174 $ 70,933 $ 367,374

Classified

(2)

37 1,041 1,529 2,616 1,579 3,250 10,052

Total

$ 72,014 $ 69,337 $ 63,616 $ 53,523 $ 44,753 $ 74,183 $ 377,426

(1)

A loan categorized as “Non-classified” is current or adequately protected by the current financial strength and debt service capability of the

borrower.

(2)

Represents loans classified as “Substandard” or “Doubtful.” Loans classified as “Substandard” have a well-defined weakness that

jeopardizes the timely full repayment. “Doubtful” refers to a loan with a weakness that makes collection or liquidation in full highly

questionable and improbable based on existing conditions and values. We had loans with an amortized cost of less than $1 million

classified as doubtful as of December 31, 2021 and 2020.

Troubled Debt Restructurings

A modification to the contractual terms of a loan that results in granting a concession to a borrower experiencing

financial difficulties is considered a TDR. In addition to formal loan modifications, we also engage in other loss mitigation

activities with troubled borrowers, which include repayment plans and forbearance arrangements, both of which

represent informal agreements with the borrower that do not result in the legal modification of the loan’s contractual

terms. We account for these informal restructurings as a TDR if we defer more than three missed payments. We also

classify loans to certain borrowers who have received bankruptcy relief as TDRs. However, our current TDR accounting

described herein is temporarily impacted by our election to account for certain eligible loss mitigation activities under the

COVID-19 relief granted pursuant to the CARES Act and the Consolidated Appropriations Act of 2021. See “Note 1,

Summary of Significant Accounting Policies” for more information on the COVID-19 relief from TDR accounting and

disclosure requirements.

The substantial majority of the loan modifications accounted for as a TDR result in term extensions, interest rate

reductions or a combination of both. The average term extension of a single-family modified loan was 145 months, 163

months and 162 months for the years ended December 31, 2021, 2020 and 2019, respectively. The average interest

rate reduction was 0.57, 0.37 and 0.13 percentage points for the years ended December 31, 2021, 2020 and 2019,

respectively.

Notes to Consolidated Financial Statements | Mortgage Loans

Fannie Mae (In conservatorship) 2021 Form 10-K F-35

The following table displays the number of loans and amortized cost of loans classified as a TDR during the period.

For the Year Ended December 31,

2021 2020 2019

Number of

Loans

Amortized

Cost

Number of

Loans

Amortized

Cost

Number of

Loans

Amortized

Cost

(Dollars in millions)

Single-family:

20- and 30-year or more, amortizing

fixed rate 10,815 $ 1,717 29,938 $ 5,125 43,283 $ 7,140

15-year or less, amortizing fixed rate 1,165 93 2,956 257 4,762 424

Adjustable-rate 116 17 467 72 813 123

Other 524 56 1,688 211 3,001 403

Total single-family 12,620 1,883 35,049 5,665 51,859 8,090

Multifamily — — — — 11 56

Total TDRs 12,620 $ 1,883 35,049 $ 5,665 51,870 $ 8,146

For loans that defaulted in the period presented and that were classified as a TDR in the twelve months prior to the

default, the following table displays the number of loans and the amortized cost of these loans at the time of payment

default. For purposes of this disclosure, we define loans that had a payment default as: single-family and multifamily

loans with completed TDRs that liquidated during the period, either through foreclosure, deed-in-lieu of foreclosure, or a

short sale; single-family loans with completed modifications that are two or more months delinquent during the period; or

multifamily loans with completed modifications that are one or more months delinquent during the period.

For the Year Ended December 31,

2021 2020 2019

Number of

Loans

Amortized

Cost

Number of

Loans

Amortized

Cost

Number of

Loans

Amortized

Cost

(Dollars in millions)

Single-family:

20- and 30-year or more, amortizing

fixed rate 7,799 $ 1,302 14,127 $ 2,578 15,189 $ 2,366

15-year or less, amortizing fixed rate 489 37 148 10 594 45

Adjustable-rate 33 5 16 2 91 14

Other 922 166 1,291 208 1,975 315

Total single-family 9,243 1,510 15,582 2,798 17,849 2,740

Multifamily — — 4 16 2 18

Total TDRs that subsequently

defaulted 9,243 $ 1,510 15,586 $ 2,814 17,851 $ 2,758

Notes to Consolidated Financial Statements | Mortgage Loans

Fannie Mae (In conservatorship) 2021 Form 10-K F-36

Nonaccrual Loans

The table below displays the accrued interest receivable written off through the reversal of interest income for

nonaccrual loans.

For the Year Ended December 31, 2021

2021 2020

(Dollars in millions)

Accrued interest receivable written off through the reversal of interest income:

Single-family $ 163 $ 206

Multifamily 1 19

The table below includes the amortized cost of and interest income recognized on our HFI single-family and multifamily

loans on nonaccrual status by class, excluding loans for which we have elected the fair value option.

As of December 31, For the Year Ended December 31,

2021 2020 2019 2021 2020

Amortized Cost Total Interest Income Recognized

(1)

(Dollars in millions)

Single-family:

20- and 30-year or more,

amortizing fixed-rate $ 17,599 $ 22,907 $ 23,427 $ 292 $ 461

15-year or less, amortizing

fixed-rate 430 853 858 6 15

Adjustable-rate 107 270 288 1 5

Other 1,101 2,475 2,973 15 43

Total single-family 19,237 26,505 27,546 314 524

Multifamily 1,259 2,069 435 14 59

Total nonaccrual loans $ 20,496 $ 28,574 $ 27,981 $ 328 $ 583

(1)

Single-family interest income recognized includes amounts accrued while the loans were performing, including the amortization of any

deferred cost basis adjustments, as well as payments received on nonaccrual loans held as of period end. Multifamily interest income

recognized includes amounts accrued while the loans were performing and the amortization of any deferred cost basis adjustments for

nonaccrual loans held as of period end.

Notes to Consolidated Financial Statements | Mortgage Loans

Fannie Mae (In conservatorship) 2021 Form 10-K F-37

4. Allowance for Loan Losses

We maintain an allowance for loan losses for HFI loans held by Fannie Mae and by consolidated Fannie Mae MBS

trusts, excluding loans for which we have elected the fair value option. When calculating our allowance for loan losses,

we consider the unpaid principal balance, net of unamortized premiums and discounts, and other cost basis

adjustments of HFI loans at the balance sheet date. We record write-offs as a reduction to our allowance for loan losses

at the point of foreclosure, completion of a short sale, upon the redesignation of nonperforming and reperforming loans

from HFI to HFS or when a loan is determined to be uncollectible.

The following table displays changes in our allowance for single-family loans, multifamily loans and total allowance for

loan losses, including the transition impact of adopting the CECL standard, on January 1, 2020. See “Note 1, Summary

of Significant Accounting Policies” for additional information and accounting policies on loans held for sale and changes

resulting from our adoption of the CECL standard.

The benefit or provision for loan losses excludes provision for accrued interest receivable losses, guaranty loss reserves

and credit losses on available-for-sale (“AFS”) debt securities. Cumulatively, these amounts are recognized as “Benefit

(provision) for credit losses” in our consolidated statements of operations and comprehensive income.

For the Year Ended December 31,

2021 2020

(Dollars in millions)

Single-family allowance for loan losses:

Beginning balance $ (9,344) $ (8,759)

Transition impact of the adoption of the CECL standard — (1,229)

Benefit (provision) for loan losses 4,503 127

Write-offs 417 457

Recoveries (419) (93)

Other (107) 153

Ending Balance $ (4,950) $ (9,344)

Multifamily allowance for loan losses:

Beginning balance $ (1,208) (257)

Transition impact of the adoption of the CECL standard — (493)

Benefit (provision) for loan losses 519 (593)

Write-offs 59 136

Recoveries (49) (1)

Ending Balance $ (679) $ (1,208)

Total allowance for loan losses:

Beginning balance $ (10,552) $ (9,016)

Transition impact of the adoption of the CECL standard — (1,722)

Benefit (provision) for loan losses 5,022 (466)

Write-offs 476 593

Recoveries (468) (94)

Other (107) 153

Ending Balance $ (5,629) $ (10,552)

Our benefit or provision for loan losses can vary substantially from period to period based on a number of factors, such

as changes in actual and forecasted home prices or property valuations, fluctuations in actual and forecasted interest

rates, borrower payment behavior, events such as natural disasters or pandemics, the type, volume and effectiveness of

our loss mitigation activities, including forbearances and loan modifications, the volume of foreclosures completed, and

the redesignation of loans from HFI to HFS. Our benefit or provision can also be impacted by updates to the models,

assumptions, and data used in determining our allowance for loan losses. As described below, our benefit or provision

for loan losses and our loss reserves have been significantly affected by our estimates of the impact of the COVID-19

pandemic and the pace and strength of the economy’s subsequent recovery, which require significant management

judgment.

Notes to Consolidated Financial Statements | Allowance for Loan Losses

Fannie Mae (In conservatorship) 2021 Form 10-K F-38

The primary factors that contributed to our single-family benefit for loan losses for 2021 were:

• Benefit from actual and forecasted home price growth. In 2021, actual home price growth was at record levels.

We expect home price growth to moderate in 2022, with slower growth expected thereafter. Higher home prices

decrease the likelihood that loans will default and reduce the amount of credit loss on loans that do default,

which impacts our estimate of losses and ultimately reduces our loss reserves and provision for loan losses.

• Benefit from the redesignation of certain nonperforming and reperforming single-family loans from HFI to HFS.

We redesignated certain nonperforming and reperforming single-family loans from HFI to HFS, as we no longer

intend to hold them for the foreseeable future or to maturity. Upon redesignation of these loans, we recorded

the loans at the lower of cost or fair value with a write-off against the allowance for loan losses. Amounts

recorded in the allowance related to these loans exceeded the amounts written off, resulting in a net benefit for

loan losses.