FEDERAL NATIONAL MORTGAGE ASSOCIATION FANNIE MAE (Form: 10-Q, Received: 08/02/2018 07:33:37)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


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

For the quarterly period ended June 30, 2018


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

For the transition period from to

Commission File No.: 0-50231

Federal National Mortgage Association

(Exact name of registrant as specified in its charter)

Fannie Mae



Federally chartered corporation	52-0883107	3900 Wisconsin Avenue, NW Washington, DC 20016	(800) 2FANNIE (800-232-6643)
(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)

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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes þ No o

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 þ	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o
Emerging growth company o

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of June 30, 2018 , there were 1,158,087,567 shares of common stock of the registrant outstanding.

TABLE OF CONTENTS



		Page
PART I—Financial Information		1
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets	49
	Condensed Consolidated Statements of Operations and Comprehensive Income	50
	Condensed Consolidated Statements of Cash Flows	51
	Note 1—Summary of Significant Accounting Policies	52
	Note 2—Consolidations and Transfers of Financial Assets	56
	Note 3—Mortgage Loans	57
	Note 4—Allowance for Loan Losses	64
	Note 5—Investments in Securities	66
	Note 6—Financial Guarantees	69
	Note 7—Short-Term and Long-Term Debt	70
	Note 8—Derivative Instruments	71
	Note 9—Segment Reporting	73
	Note 10—Equity	75
	Note 11—Concentrations of Credit Risk	76
	Note 12—Netting Arrangements	81
	Note 13—Fair Value	82
	Note 14—Commitments and Contingencies	96
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
	Introduction	1
	Executive Summary	2
	Legislation and Regulation	5
	Key Market Economic Indicators	7
	Consolidated Results of Operations	8
	Consolidated Balance Sheet Analysis	14
	Retained Mortgage Portfolio	16
	Total Book of Business	18
	Business Segmen ts	19
	Liquidity and Capital Management	40
	Off-Balance Sheet Arrangements	44
	Risk Management	44
	Critical Accounting Policies and Estimates	46
	Impact of Future Adoption of New Accounting Guidance	46
	Forward-Looking Statements	46
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	98
Item 4.	Controls and Procedures	98
PART II—Other Information		101
Item 1.	Legal Proceedings	101
Item 1A.	Risk Factors	102
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	103
Item 3.	Defaults Upon Senior Securities	104
Item 4.	Mine Safety Disclosures	104
Item 5.	Other Information	104
Item 6.	Exhibits	105



Fannie Mae Second Quarter 2018 Form 10-Q		i



		MD&A \| Introduction

PART I—FINANCIAL INFORMATION

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations




	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 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.
	Our conservatorship has no specified termination date. 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. Congress continues to consider options for reform of the housing finance system, including Fannie Mae. As a result of our agreements with the U.S. Department of the Treasury (“Treasury”) and directives from our conservator, we are not permitted to retain more than $3.0 billion in capital reserves or to pay dividends or other distributions to stockholders other than Treasury. Our agreements with Treasury also include covenants that significantly restrict our business activities. For additional information on the conservatorship, the uncertainty of our future, our agreements with Treasury, and recent actions and statements relating to housing finance reform by the Administration, Congress and FHFA, see “Business—Conservatorship and Treasury Agreements,” “Business—Legislation and Regulation” and “Risk Factors” in our Form 10-K for the year ended December 31, 2017 (“2017 Form 10-K”) and “Legislation and Regulation” and “Risk Factors” in our Form 10-Q for the quarter ended March 31, 2018 (“First Quarter 2018 Form 10-Q”) and in this report.

You should read this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) in conjunction with our unaudited condensed consolidated financial statements and related notes in this report and the more detailed information in our 2017 Form 10-K. You can find a “Glossary of Terms Used in This Report” in the MD&A of our 2017 Form 10-K.

This report contains forward-looking statements that are based on management’s current expectations and are subject to significant uncertainties and changes in circumstances. Please review “Forward-Looking Statements” for more information on these forward-looking statements. Our actual results may differ materially from those reflected in our forward-looking statements due to a variety of factors including, but not limited to, those discussed in “Risk Factors” and elsewhere in this report and in our 2017 Form 10-K.



Introduction

Fannie Mae provides a stable source of liquidity to the mortgage market and increases the availability and affordability of housing in the United States. We operate in the secondary mortgage market, primarily working with lenders. 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 that we guarantee (which we refer to as Fannie Mae MBS); purchase mortgage loans and mortgage-related securities, primarily for securitization and sale at a later date; and engage in other activities that increase the supply of affordable housing. Our common stock is traded in the OTCQB market and quoted under the ticker symbol “FNMA.”

Through our single-family and multifamily business segments, we provided $125 billion in liquidity to the mortgage market in the second quarter of 2018 , which enabled the financing of 665,000 home purchases, refinancings or rental units.



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		MD&A \| Introduction

Fannie Mae Provided $125 Billion in Liquidity in the Second Quarter of 2018



Executive Summary

Summary of Our Financial Performance

Quarterly Results

The increase in our net income in the second quarter of 2018, compared with the second quarter of 2017, was primarily driven by a shift to fair value gains in the second quarter of 2018 from fair value losses in the second quarter of 2017. We discuss the drivers of net fair value gains (losses) in “Consolidated Results of Operations—Fair Value Gains (Losses), Net.”



Fannie Mae Second Quarter 2018 Form 10-Q		2



		MD&A \| Executive Summary

Year-to-Date Results

The increase in our net income in the first half of 2018, compared with the first half of 2017, was primarily driven by a shift to fair value gains in the first half of 2018 from fair value losses in the first half of 2017. We discuss the drivers of net fair value gains (losses) in “Consolidated Results of Operations—Fair Value Gains (Losses), Net.”

See “Consolidated Results of Operations” for more information on our financial results.

Net Worth

Our net worth of $7.5 billion as of June 30, 2018 reflects our comprehensive income of $4.5 billion for the second quarter of 2018 and $3.0 billion in retained capital reserves.

Financial Performance Outlook

We expect to remain profitable on an annual basis for the foreseeable future; however, certain factors could result in significant volatility in our financial results from quarter to quarter or year to year. We expect volatility from quarter to quarter in our financial results due to a number of factors, particularly changes in market conditions that result in fluctuations in the estimated fair value of the financial instruments that we mark to market through our earnings. Other factors that may result in volatility in our quarterly financial results include developments that affect our loss reserves, such as changes in interest rates, home prices or accounting standards, or events such as natural disasters.

The potential for significant volatility in our financial results could result in a net loss in a future quarter. We are permitted to retain up to $3.0 billion in capital reserves as a buffer in the event of a net loss in a future quarter. However, any net loss we experience in the future could be greater than the amount of our capital reserves, resulting in a net worth deficit for that quarter. See “Risk Factors” in our 2017 Form 10-K for a discussion of the risks associated with the limitations on our ability to rebuild our capital reserves, including factors that could result in a net loss or net worth deficit in a future quarter.



Fannie Mae Second Quarter 2018 Form 10-Q		3



		MD&A \| Executive Summary

Treasury Draws and Dividend Payments

Treasury has made a commitment under a 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 issued shares of senior preferred stock to Treasury in 2008. Acting as successor to the rights, titles, powers and privileges of the Board, the conservator has declared and directed us to pay dividends to Treasury on the senior preferred stock on a quarterly basis for every dividend period for which dividends were payable since we entered into conservatorship in 2008.

The chart below shows the funds we have drawn from Treasury pursuant to the senior preferred stock purchase agreement, as well as the dividend payments we have made to Treasury on the senior preferred stock, since entering into conservatorship.

__________


⁽¹⁾	Under the terms of the senior preferred stock purchase agreement, dividend payments we make to Treasury do not offset our prior draws of funds from Treasury, and we are not permitted to pay down draws we have made under the agreement except in limited circumstances. Amounts may not sum due to rounding.


⁽²⁾	Treasury draws are shown in the period for which requested, not when the funds were received by us. Draw requests have been funded in the quarter following a net worth deficit.

We expect to pay Treasury a third quarter 2018 dividend of $4.5 billion by September 30, 2018 . The current dividend provisions of the senior preferred stock provide for quarterly dividends consisting of the amount, if any, by which our net worth as of the end of the immediately preceding fiscal quarter exceeds a $3.0 billion capital reserve amount. We refer to this as a “net worth sweep” dividend. As noted above, our net worth was $7.5 billion as of June 30, 2018 .

If we experience a net worth deficit in a future quarter, we will be required to draw additional funds from Treasury under the senior preferred stock purchase agreement to avoid being placed into receivership. 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 in respect of a future period, the amount of remaining funding under the agreement would be reduced by the amount of our draw. Dividend payments we make to Treasury do not restore or increase the amount of funding available to us under the agreement. For a description of the terms of the senior preferred stock purchase agreement and the senior preferred stock, see “Business—Conservatorship and Treasury Agreements—Treasury Agreements” in our 2017 Form 10-K.

Although Treasury owns our senior preferred stock and a warrant to purchase 79.9% of our common stock, and has made a commitment under a senior preferred stock purchase agreement to provide us with funds to maintain



Fannie Mae Second Quarter 2018 Form 10-Q		4



		MD&A \| Executive Summary

a positive net worth under specified conditions, the U.S. government does not guarantee our securities or other obligations.



Legislation and Regulation

The information in this section updates and supplements information regarding legislation and regulation affecting our business set forth in “Business—Legislation and Regulation” in our 2017 Form 10-K and in “MD&A—Legislation and Regulation” in our First Quarter 2018 Form 10-Q. Also see “Risk Factors” in this report and in our 2017 Form 10-K for discussions of risks relating to legislative and regulatory matters.

Housing Finance Reform

On June 21, 2018, the Administration released a federal government reform and reorganization plan which addressed, among many other matters, reforming the federal role in housing finance. In the plan, the Administration proposes ending the conservatorships of Fannie Mae and Freddie Mac, returning them to fully private, shareholder-owned companies and eliminating their statutory charters, while providing a federal regulator with the authority to oversee the companies and approve other guarantors to compete with the incumbent enterprises. The proposal asserts that if the companies lost some of the benefits that have led them to dominate the market, it would enable other private companies to begin competing in the secondary mortgage market.

The proposal also states that Fannie Mae and Freddie Mac, along with other potential guarantors, would have access to an explicit and limited government guarantee on the mortgage-backed securities they issue through the establishment of a mortgage insurance fund paid for by the companies and other guarantors. The proposal suggests that the newly-privatized Fannie Mae and Freddie Mac would focus on secondary market liquidity for loans to qualified borrowers. The proposal notes that the U.S. Department of Housing and Urban Development (“HUD”) would assume primary responsibility for supporting the needs of low- and moderate-income borrowers that cannot be fulfilled through traditional underwriting and that would be partially subsidized through a fee levied on the outstanding volume of mortgage-backed securities issued by guarantors. The proposal acknowledges that legislative and policy changes would be required for its implementation.

We expect Congress, the Administration and FHFA to continue considering housing finance reform that could result in significant changes in our structure and role in the future. As a result, there continues to be significant uncertainty regarding the future of our company.

See “Risk Factors” in our 2017 Form 10-K for a discussion of the risks to our business relating to the uncertain future of our company.

Single-Counterparty Credit Limit

On June 14, 2018, the Federal Reserve adopted a rule to restrict the counterparty credit exposure of very large banking organizations. Beginning in 2020, any bank holding company with $250 billion or more in total consolidated assets must limit their exposure to any counterparty and its affiliates to no more than 25% of tier 1 capital, and any U.S. banking organization that is a global systemically important bank (“U.S. GSIB”) must adhere to a stricter limit of 15% of tier 1 capital for exposures to any other U.S. GSIB or non-bank entity supervised by the Federal Reserve. Similarly, limits are set on counterparty credit exposures held by U.S. intermediate holding companies that are subsidiaries of foreign banking organizations. While Fannie Mae is in conservatorship, 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. At this time, we do not know what impact, if any, this rule will have on our customers’ business practices, or whether and to what extent this rule may adversely affect demand for or the liquidity of securities we issue.

Proposed Capital Requirements

We are required by the Federal Housing Enterprises Financial Safety and Soundness Act of 1992, as amended by the Federal Housing Finance Regulatory Reform Act of 2008 (together, the “GSE Act”), to maintain sufficient capital to meet minimum and risk-based capital levels established by FHFA in order to be classified as “adequately capitalized.” However, because we are under conservatorship, FHFA has suspended our capital classifications and advised us that we will not be subject to corrective action requirements that would ordinarily result from our receiving a capital classification of “undercapitalized.”



Fannie Mae Second Quarter 2018 Form 10-Q		5



	MD&A \| Legislation and Regulation

On June 12, 2018, FHFA proposed new capital requirements for Fannie Mae and Freddie Mac, which would also be suspended while we remain in conservatorship. The proposed rule would implement a new framework for risk-based capital requirements and a revised minimum leverage capital requirement. The proposed risk-based capital framework would provide a granular assessment of credit risk specific to different mortgage loan categories, as well as components for market risk, operational risk, and a going-concern buffer. The proposed rule includes two alternative leverage ratio proposals on which FHFA is seeking feedback.

See “Business—Legislation and Regulation—GSE Act and Other Regulation of Our Business—Capital” in our 2017 Form 10-K for information about capital requirements under the current rule.

FHFA Structure

On July 16, 2018, in connection with litigation related to Fannie Mae’s and Freddie Mac’s senior preferred stock purchase agreements with Treasury, the U.S Court of Appeals for the Fifth Circuit held that FHFA’s structure violates the Constitution’s separation of powers and concluded that the Housing and Economic Recovery Act’s removal restriction, which permits removal of FHFA’s Director only “for cause by the President,” is inoperative and should be severed from the remainder of the statute. FHFA has broad powers over our business in its role as our conservator and as our regulator. As a result, changes in the Director of FHFA can result in changes in FHFA’s strategic goals for our conservatorship or other material changes in our business. See “Risk Factors” in our 2017 Form 10-K for a discussion of risks relating to our conservatorship and FHFA regulation. The court left intact the remainder of the statute and FHFA’s past actions, including the third amendment to the senior preferred stock purchase agreement. See “Legal Proceedings—Senior Preferred Stock Purchase Agreements Litigation—Southern District of Texas” for additional information about the litigation.



Fannie Mae Second Quarter 2018 Form 10-Q		6



	MD&A \| Key Market Economic Indicators



Key Market Economic Indicators

The table below displays certain macroeconomic indicators that can significantly influence our business and financial results. We expect home prices on a national basis to continue to grow in 2018 at a similar rate as in 2017. We also expect significant regional variation in the timing and rate of home price growth.



Selected Key Market Economic Indicators
	For the Three Months				For the Six Months
	Ended June 30,				Ended June 30,
	2018		2017		2018		2017
Home price change based on Fannie Mae national home price index ⁽¹⁾	2.7	%	3.0	%	4.1	%	4.1	%
Growth in U.S. gross domestic product ("GDP"), annualized percentage change ⁽²⁾	4.1	%	3.0	%



	As of
	June 30, 2018		December 31, 2017		June 30, 2017
U.S. unemployment rate	4.0	%	4.1	%	4.4	%
2-year swap rate	2.79		2.08		1.62
10-year swap rate	2.93		2.40		2.28
10-year Treasury rate	2.86		2.41		2.30
30-year Fannie Mae MBS par coupon rate	3.60		3.00		3.03

_______

⁽¹⁾

Calculated internally using property data information on loans purchased by Fannie Mae or Freddie Mac and property data information obtained from other third-party data providers. Fannie Mae’s home price index is a weighted repeat transactions index, measuring average price changes in repeat transactions 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.


⁽²⁾	According to the U.S. Bureau of Economic Analysis and subject to revision.

Uncertainty and concerns associated with trade policy have recently intensified, which could impact economic growth and inflation. See “Key Market Economic Indicators” in our 2017 Form 10-K for a description of how changes in GDP, unemployment rates, home prices and interest rates can affect our financial results.



Fannie Mae Second Quarter 2018 Form 10-Q		7



	MD&A \| Consolidated Results of Operations



Consolidated Results of Operations

This section provides a discussion of our condensed consolidated results of operations and should be read together with our condensed consolidated financial statements, including the accompanying notes.



Summary of Condensed Consolidated Results of Operations
	For the Three Months									For the Six Months
	Ended June 30,									Ended June 30,
	2018			2017			Variance			2018			2017			Variance
	(Dollars in millions)
Net interest income	$	5,377		$	5,002		$	375		$	10,609		$	10,348		$	261
Fee and other income	239			353			(114		)	559			602			(43		)
Net revenues	5,616			5,355			261			11,168			10,950			218
Investment gains, net	277			385			(108		)	527			376			151
Fair value gains (losses), net	229			(691		)	920			1,274			(731		)	2,005
Administrative expenses	(755		)	(686		)	(69		)	(1,505		)	(1,370		)	(135		)
Credit-related income:
Benefit for credit losses	1,296			1,267			29			1,513			1,663			(150		)
Foreclosed property expense	(139		)	(34		)	(105		)	(301		)	(251		)	(50		)
Total credit-related income	1,157			1,233			(76		)	1,212			1,412			(200		)
Temporary Payroll Tax Cut Continuation Act of 2011 (“TCCA”) fees	(565		)	(518		)	(47		)	(1,122		)	(1,021		)	(101		)
Other expenses, net	(366		)	(291		)	(75		)	(569		)	(673		)	104
Income before federal income taxes	5,593			4,787			806			10,985			8,943			2,042
Provision for federal income taxes	(1,136		)	(1,587		)	451			(2,267		)	(2,970		)	703
Net income	$	4,457		$	3,200		$	1,257		$	8,718		$	5,973		$	2,745
Total comprehensive income	$	4,459		$	3,117		$	1,342		$	8,397		$	5,896		$	2,501

Net Interest Income

We have two primary sources of net interest income:


•	guaranty fees we receive for managing the credit risk on loans underlying Fannie Mae MBS held by third parties; and


•	the difference between interest income earned on the assets in our retained mortgage portfolio and other investments portfolio and the interest expense associated with the debt that funds those assets.

The table below displays the components of our net interest income from our guaranty book of business and our retained mortgage portfolio.



Components of Net Interest Income
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2018		2017		Variance		2018		2017		Variance
	(Dollars in millions)
Net interest income from portfolios ⁽¹⁾	$	1,215	$	1,126	$	89	$	2,293	$	2,209	$	84
Net interest income from guaranty book of business:
Base guaranty fee income, net of TCCA	2,110		2,024		86		4,199		4,010		189
Base guaranty fee income related to TCCA ⁽²⁾	565		518		47		1,122		1,021		101
Net amortization income	1,487		1,334		153		2,995		3,108		(113		)
Total net interest income from guaranty book of business	4,162		3,876		286		8,316		8,139		177
Total net interest income	$	5,377	$	5,002	$	375	$	10,609	$	10,348	$	261

__________


⁽¹⁾	Includes interest income from assets held in our retained mortgage portfolio and other investments portfolio, as well as other assets used to generate lender liquidity. Also includes interest expense on outstanding Connecticut Avenue



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	MD&A \| Consolidated Results of Operations

Securities ^® of $339 million and $241 million for the three months ended June 30, 2018 and 2017 , respectively, and $641 million and $449 million for the six months ended June 30, 2018 and 2017 , respectively.


⁽²⁾	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.

Net interest income increased in the second quarter and first half of 2018 compared with the second quarter and first half of 2017 due to:


•	An increase in income from our guaranty book of business as the size of our guaranty book of business increased and loans with higher base guaranty fees comprised a larger part of our guaranty book of business in the second quarter and first half of 2018 than in the second quarter and first half of 2017.

We initially recognize mortgage loans and debt of consolidated trusts in our consolidated balance sheet at fair value. We recognize the difference between the initial fair value and the carrying value of these mortgage loans and debt as cost basis adjustments in our consolidated balance sheet. We amortize 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 as a component of net interest income.

The impact of net premiums and discounts on net interest income can vary:


•	The net premium position of our consolidated debt will amortize as income over time.


•	The net discount position on our mortgage loans of Fannie Mae was primarily recorded upon the acquisition of credit-impaired loans. The extent to which we may record income in future periods as we amortize this discount will be based on the actual performance of the loans.

The timing of when this amortization income is recognized in our consolidated statements of income can vary based on a number of factors, the most significant of which is interest rates. In a rising interest rate environment, our mortgage loans tend to prepay more slowly, which typically results in lower net amortization income from cost basis adjustments on our consolidated debt. Conversely, in a declining interest rate environment, our mortgage loans tend to prepay faster, resulting in higher net amortization income from cost basis adjustments on our consolidated debt.

The following charts display information about the outstanding net premium and net discount positions on our debt of consolidated trusts and loans of Fannie Mae.



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	MD&A \| Consolidated Results of Operations

The table below displays an analysis of our net interest income, average balances, and related yields earned on assets and incurred on liabilities for the periods indicated. For most components of the average balances, we use a daily weighted average of amortized cost. When daily average balance information is not available, such as for mortgage loans, we use monthly averages.



Analysis of Net Interest Income and Yield
	For the Three Months Ended June 30,
	2018							2017
	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	$	156,392	$	1,786		4.57	%	$	190,255	$	1,978		4.16	%
Mortgage loans of consolidated trusts	3,065,008		26,521			3.46		2,951,028		25,033			3.39
Total mortgage loans ⁽¹⁾	3,221,400		28,307			3.51		3,141,283		27,011			3.44
Mortgage-related securities	10,964		106			3.87		13,860		127			3.64
Non-mortgage-related securities ⁽²⁾	54,678		262			1.89		54,542		140			1.02
Federal funds sold and securities purchased under agreements to resell or similar arrangements	31,939		149			1.84		37,136		87			0.93
Advances to lenders	4,202		33			3.12		4,208		28			2.64
Total interest-earning assets	$	3,323,183	$	28,857		3.47	%	$	3,251,029	$	27,393		3.37	%
Interest-bearing liabilities:
Short-term funding debt	$	25,204	$	(108	)	1.69	%	$	30,320	$	(56	)	0.73	%
Long-term funding debt	203,165		(1,135		)	2.23		263,064		(1,388		)	2.11
Connecticut Avenue Securities ^® (“CAS”)	23,887		(339		)	5.68		18,923		(241		)	5.09
Total debt of Fannie Mae	252,256		(1,582		)	2.51		312,307		(1,685		)	2.16
Debt securities of consolidated trusts held by third parties	3,065,489		(21,898		)	2.86		2,949,510		(20,706		)	2.81
Total interest-bearing liabilities	$	3,317,745	$	(23,480	)	2.83	%	$	3,261,817	$	(22,391	)	2.75	%
Net interest income/net interest yield			$	5,377		0.65	%			$	5,002		0.62	%



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	MD&A \| Consolidated Results of Operations



	For the Six Months Ended June 30,
	2018							2017
	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	$	159,721	$	3,522		4.41	%	$	195,302	$	4,071		4.17	%
Mortgage loans of consolidated trusts	3,056,594		52,819			3.46		2,937,007		49,987			3.40
Total mortgage loans ⁽¹⁾	3,216,315		56,341			3.50		3,132,309		54,058			3.45
Mortgage-related securities	10,750		206			3.83		14,627		269			3.66
Non-mortgage-related securities ⁽²⁾	53,200		469			1.75		55,264		241			0.87
Federal funds sold and securities purchased under agreements to resell or similar arrangements	34,649		291			1.67		38,851		153			0.78
Advances to lenders	4,024		64			3.16		4,356		56			2.55
Total interest-earning assets	$	3,318,938	$	57,371		3.46	%	$	3,245,407	$	54,777		3.38	%
Interest-bearing liabilities:
Short-term funding debt	$	28,204	$	(214	)	1.51	%	$	31,381	$	(99	)	0.63	%
Long-term funding debt	208,751		(2,293		)	2.20		267,990		(2,866		)	2.14
Connecticut Avenue Securities ^® (“CAS”)	23,184		(641		)	5.53		17,904		(449		)	5.02
Total debt of Fannie Mae	260,139		(3,148		)	2.42		317,275		(3,414		)	2.15
Debt securities of consolidated trusts held by third parties	3,057,812		(43,614		)	2.85		2,937,399		(41,015		)	2.79
Total interest-bearing liabilities	$	3,317,951	$	(46,762	)	2.82	%	$	3,254,674	$	(44,429	)	2.73	%
Net interest income/net interest yield			$	10,609		0.64	%			$	10,348		0.64	%

__________

⁽¹⁾

Average balance includes mortgage loans on nonaccrual status. Typically, interest income on nonaccrual mortgage loans is recognized when cash is received. Interest income not recognized for loans on nonaccrual status was $97 million and $265 million , respectively, for the second quarter and first half of 2018, compared with $186 million and $402 million , respectively, for the second quarter and first half of 2017.


⁽²⁾	Includes cash equivalents.



Fannie Mae Second Quarter 2018 Form 10-Q		11



	MD&A \| Consolidated Results of Operations

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 condensed consolidated financial statements.

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



Fair Value Gains (Losses), Net
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2018			2017			2018			2017
	(Dollars in millions)
Risk management derivatives fair value gains (losses) attributable to:
Net contractual interest expense accruals on interest rate swaps	$	(286	)	$	(224	)	$	(501	)	$	(479	)
Net change in fair value during the period	324			(78		)	838			289
Total risk management derivatives fair value gains (losses), net	38			(302		)	337			(190		)
Mortgage commitment derivatives fair value gains (losses), net	(76		)	(192		)	488			(272		)
Total derivatives fair value gains (losses), net	(38		)	(494		)	825			(462		)
Trading securities gains, net	21			18			119			86
CAS fair value gains (losses), net	27			(169		)	19			(331		)
Other, net	219			(46		)	311			(24		)
Fair value gains (losses), net	$	229		$	(691	)	$	1,274		$	(731	)

Fair value gains in the second quarter of 2018 were primarily driven by price decreases during the quarter on long-term debt of consolidated trusts held at fair value, which are included in “Other, net.”

Fair value gains in the first half of 2018 were primarily driven by:


•	increases in the fair value of our mortgage commitment derivatives due to gains on commitments to sell mortgage-related securities as a result of a decrease in the prices of securities as interest rates increased during the commitment periods;


•	increases in the fair value of our pay-fixed risk management derivatives due to an increase in longer-term swap rates during the period; and


•	fair value decreases during the period on long-term debt of consolidated trusts held at fair value.

Fair value losses in the second quarter and first half of 2017 were primarily driven by:


•	decreases in the fair value of our pay-fixed risk management derivatives due to declines in longer-term swap rates during the second quarter;


•	decreases in the fair value of our mortgage commitments due to losses on commitments to sell mortgage-related securities due to an increase in prices as interest rates decreased during the commitment periods; and


•	fair value losses on CAS debt reported at fair value resulting from tightening spreads between CAS debt yields and LIBOR during the periods.



Fannie Mae Second Quarter 2018 Form 10-Q		12



	MD&A \| Consolidated Results of Operations

Credit-Related Income

Benefit for Credit Losses

The table below provides quantitative analysis of the drivers of our single-family benefit for credit losses for the periods presented. 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 below also displays our multifamily benefit for credit losses.



Components of Benefit for Credit Losses
	For the Three Months Ended June 30,					For the Six Months Ended June 30,
	2018			2017		2018			2017
	(Dollars in billions)
Benefit for credit losses:
Changes in loan activity ⁽¹⁾	$	0.5		$	0.1	$	0.3		$	0.1
Redesignation of held for investment (“HFI”) loans to held for sale (“HFS”) loans	0.8			0.4		1.0			0.5
Actual and forecasted home prices	0.4			0.6		0.7			1.2
Actual and projected interest rates	(0.3		)	0.1		(0.7		)	(0.1		)
Other ⁽²⁾	(0.1		)	0.1		0.2			*
Single-family benefit for credit losses	1.3			1.3		1.5			1.7
Multifamily benefit for credit losses	*			*		*			*
Total benefit for credit losses	$	1.3		$	1.3	$	1.5		$	1.7

_________


*	Represents less than $50 million.


⁽¹⁾	Primarily consists of changes in the allowance due to loan delinquency, loan liquidations, new troubled debt restructurings, amortization of concessions granted to borrowers and the impact of FHFA’s Advisory Bulletin 2012-02, “Framework for Adversely Classifying Loans, Other Real Estate Owned, and Other Assets and Listing Assets for Special Mention” (the “Advisory Bulletin”).


⁽²⁾	Primarily consists of the impact of model and assumption changes that are not separately included in the other components.

The primary factors that impacted our benefit for credit losses in the second quarter and first half of 2018 were:

•

The redesignation of certain reperforming and nonperforming 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 charge-off to the allowance for loan losses. Amounts recorded in the allowance related to the loans exceeded the amounts charged off, which contributed to the benefit for credit losses.


•	An increase in home prices, which contributed to the benefit for credit losses. 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.

•

The benefit for credit losses was partially offset by the impact of higher actual and projected mortgage interest rates. As mortgage interest rates rise, we expect a decrease in future prepayments on single-family individually impaired loans, including modified loans. Lower expected prepayments lengthen the expected lives of modified loans, which increases the impairment relating to concessions provided on these loans and results in an increase in the provision for credit losses.

The following factors contributed to our benefit for credit losses in the second quarter and first half of 2017 :


•	Higher actual and forecasted home prices in the periods.


•	The redesignation of certain reperforming and nonperforming single-family loans from HFI to HFS during the periods.



Fannie Mae Second Quarter 2018 Form 10-Q		13



	MD&A \| Consolidated Results of Operations

Temporary Payroll Tax Cut Continuation Act of 2011 (“TCCA”) Fees

Pursuant to the TCCA, 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 condensed consolidated financial statements. TCCA fees increased in the first half of 2018 compared with the first half of 2017 as our book of business subject to the TCCA continued to grow. We expect the guaranty fees collected and expenses incurred under the TCCA to continue to increase.

Federal Income Taxes

The decrease in our provision for federal income taxes in the second quarter and first half of 2018 as compared to the second quarter and first half of 2017 was the result of the Tax Cuts and Jobs Act of 2017, which reduced the federal statutory corporate income tax rate from 35% to 21% effective January 1, 2018. This decline was the primary driver of the reduction in our effective tax rate to 20.3% for the three months ended June 30, 2018 and 20.6% for the six months ended June 30, 2018 , compared with 33.2% for both the three and six months ended June 30, 2017 . Our effective tax rates for all the periods presented were different from the prevailing federal statutory rate primarily due to the benefits of our investments in housing projects eligible for low-income housing tax credits.



Consolidated Balance Sheet Analysis

This section provides a discussion of our condensed consolidated balance sheets and should be read together with our condensed consolidated financial statements, including the accompanying notes.



Summary of Condensed Consolidated Balance Sheets
	As of
	June 30, 2018			December 31, 2017			Variance
	(Dollars in millions)
Assets
Cash and cash equivalents and federal funds sold and securities purchased under agreements to resell or similar arrangements	$	37,153		$	51,580		$	(14,427	)
Restricted cash	27,876			28,150			(274		)
Investments in securities ⁽¹⁾	46,104			39,522			6,582
Mortgage loans:
Of Fannie Mae	154,471			167,793			(13,322		)
Of consolidated trusts	3,070,965			3,029,816			41,149
Allowance for loan losses	(16,812		)	(19,084		)	2,272
Mortgage loans, net of allowance for loan losses	3,208,624			3,178,525			30,099
Deferred tax assets, net	15,375			17,350			(1,975		)
Other assets	28,232			30,402			(2,170		)
Total assets	$	3,363,364		$	3,345,529		$	17,835
Liabilities and equity (deficit)
Debt:
Of Fannie Mae	$	250,690		$	276,752		$	(26,062	)
Of consolidated trusts	3,086,799			3,053,302			33,497
Other liabilities	18,416			19,161			(745		)
Total liabilities	3,355,905			3,349,215			6,690
Fannie Mae stockholders’ equity (deficit):
Senior preferred stock	120,836			117,149			3,687
Other net deficit	(113,377		)	(120,835		)	7,458
Total equity (deficit)	7,459			(3,686		)	11,145
Total liabilities and equity (deficit)	$	3,363,364		$	3,345,529		$	17,835



Fannie Mae Second Quarter 2018 Form 10-Q		14



	MD&A \| Consolidated Balance Sheet Analysis

__________


⁽¹⁾	Includes $35.8 billion as of June 30, 2018 and $29.2 billion as of December 31, 2017 of non-mortgage-related securities.

Mortgage Loans, Net of Allowance for Loan Losses

The mortgage loans reported in our condensed consolidated balance sheet 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 as of June 30, 2018 compared with December 31, 2017 primarily driven by:


•	an increase in mortgage loans due to acquisitions, partially offset by liquidations and sales; and


•	a decrease in our allowance for loan losses primarily driven by the redesignation of single-family loans from HFI to HFS.

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 .”

Debt

The decrease in debt of Fannie Mae from December 31, 2017 to June 30, 2018 was primarily driven by lower funding needs. The increase in debt of consolidated trusts from December 31, 2017 to June 30, 2018 was primarily driven by sales of Fannie Mae MBS, which are accounted for as issuances of debt of consolidated trusts in our condensed 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 the activity of the 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 outstanding debt.

Stockholders’ Equity (Deficit)

The shift from a net deficit of $3.7 billion as of December 31, 2017 to net equity of $7.5 billion as of June 30, 2018 reflects:


•	our comprehensive income of $8.4 billion for the first half of 2018 ;


•	our receipt of $3.7 billion from Treasury during the first quarter of 2018 pursuant to the senior preferred stock purchase agreement, which eliminated our net worth deficit as of December 31, 2017 ; and


•	our dividend payment to Treasury of $938 million in the second quarter of 2018 .



Fannie Mae Second Quarter 2018 Form 10-Q		15



	MD&A \| Retained Mortgage Portfolio



Retained Mortgage Portfolio

Our retained mortgage portfolio consists of mortgage loans and mortgage-related securities that we own, including Fannie Mae MBS and non-Fannie Mae mortgage-related securities. Assets held by consolidated MBS trusts that back mortgage-related securities owned by third parties are not included in our retained mortgage portfolio. We use our retained mortgage portfolio primarily to provide liquidity to the mortgage market and support our loss mitigation activities. Previously, we also used our retained mortgage portfolio for investment purposes.

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 MBS trusts.


•	Other represents assets that were previously purchased for investment purposes. More than half of the balance of “Other” consisted of reverse mortgage loans and Fannie Mae-wrapped reverse mortgage securities as of June 30, 2018 . We expect the amount of assets in “Other” will decline over time as they liquidate, mature or are sold.

Retained Mortgage Portfolio

(Dollars in billions)



Lender liquidity	Loss mitigation	Other



Fannie Mae Second Quarter 2018 Form 10-Q		16



	MD&A \| Retained Mortgage Portfolio

The table below displays the components of our retained mortgage portfolio, measured by unpaid principal balance.



Retained Mortgage Portfolio
	As of
	June 30, 2018			December 31, 2017
	(Dollars in millions)
Single-family:
Mortgage loans ⁽¹⁾		$	135,856		$	146,316
Reverse mortgages		23,664			26,458
Mortgage-related securities:
Agency securities ⁽²⁾		43,161			31,719
Fannie Mae-wrapped reverse mortgage securities		6,390			6,689
Ginnie Mae reverse mortgage securities		1,926			527
Other Fannie Mae-wrapped securities ⁽³⁾		677			3,414
Private-label and other securities ⁽³⁾		3,220			2,588
Total single-family mortgage-related securities ⁽⁴⁾		55,374			44,937
Total single-family mortgage loans and mortgage-related securities		214,894			217,711
Multifamily:
Mortgage loans ⁽⁵⁾		3,784			4,591
Mortgage-related securities:
Agency securities ⁽²⁾		6,686			7,860
Commercial mortgage-backed securities (“CMBS”)		—			24
Mortgage revenue bonds		441			597
Total multifamily mortgage-related securities ⁽⁶⁾		7,127			8,481
Total multifamily mortgage loans and mortgage-related securities		10,911			13,072
Total retained mortgage portfolio		$	225,805		$	230,783

__________


⁽¹⁾	Includes single-family loans classified as TDRs that were on accrual status of $79.9 billion and $86.3 billion as of June 30, 2018 and December 31, 2017 , respectively, and single-family loans on nonaccrual status of $30.2 billion and $33.1 billion as of June 30, 2018 and December 31, 2017 , respectively.


⁽²⁾	Includes Fannie Mae, Freddie Mac and Ginnie Mae mortgage-related securities, excluding Fannie Mae-wrapped securities and Ginnie Mae reverse mortgage securities.


⁽³⁾	The increase in private-label and other securities and the corresponding decrease in other Fannie Mae-wrapped securities from December 31, 2017 to June 30, 2018 was due to the dissolution of a Fannie Mae-wrapped private-label securities trust during the first quarter of 2018.


⁽⁴⁾	The fair value of these single-family mortgage-related securities was $ 56.6 billion and $ 46.7 billion as of June 30, 2018 and December 31, 2017 , respectively.


⁽⁵⁾	Includes multifamily loans classified as TDRs that were on accrual status of $64 million and $84 million as of June 30, 2018 and December 31, 2017 , respectively, and multifamily loans on nonaccrual status of $200 million and $122 million as of June 30, 2018 and December 31, 2017 , respectively.


⁽⁶⁾	The fair value of these multifamily mortgage-related securities was $7.4 billion and $9.0 billion as of June 30, 2018 and December 31, 2017 , respectively.

The amount of mortgage assets that we may own is restricted by our senior preferred stock purchase agreement with Treasury, as described in “Business—Conservatorship and Treasury Agreements—Treasury Agreements” in our 2017 Form 10-K. Our retained mortgage portfolio is below the final $250 billion cap under the senior preferred stock purchase agreement that becomes effective on December 31, 2018 . We expect the size of our retained mortgage portfolio will continue to decrease in 2018 .



Fannie Mae Second Quarter 2018 Form 10-Q		17



	MD&A \| Retained Mortgage Portfolio

In support of our loss mitigation strategy, we purchased $10.5 billion of loans from our single-family MBS trusts in the first half of 2018 , the substantial majority of which were delinquent. See “ MD&A — Retained Mortgage Portfolio —Purchases of Loans from Our MBS Trusts” in our 2017 Form 10-K for more information relating to our purchases of loans from MBS trusts.



Total Book of Business

The table below displays the composition of our total book of business based on unpaid principal balance. Our single-family book of business accounted for 91% of our total book of business as of June 30, 2018 and December 31, 2017 . While our total book of business includes all of our mortgage-related assets, both on- and off-balance sheet, our guaranty book of business excludes non-Fannie Mae mortgage-related securities held in our retained mortgage portfolio for which we do not provide a guaranty.



Composition of Total Book of Business
	As of
	June 30, 2018						December 31, 2017
	Single-Family		Multifamily		Total		Single-Family		Multifamily		Total
	(Dollars in millions)
Guaranty book of business ⁽¹⁾	$	2,949,038	$	291,352	$	3,240,390	$	2,931,356	$	280,502	$	3,211,858
Non-Fannie Mae mortgage securities ⁽²⁾	6,907		441		7,348		4,005		621		4,626
Total book of business	$	2,955,945	$	291,793	$	3,247,738	$	2,935,361	$	281,123	$	3,216,484
Guaranty Book of Business Detail:
Conventional guaranty book of business ⁽³⁾	$	2,912,112	$	290,119	$	3,202,231	$	2,890,908	$	279,235	$	3,170,143
Government guaranty book of business ⁽⁴⁾	$	36,926	$	1,233	$	38,159	$	40,448	$	1,267	$	41,715

__________


⁽¹⁾	Includes other single-family Fannie Mae guarantees of $1.7 billion and $1.8 billion as of June 30, 2018 and December 31, 2017 , respectively, and other multifamily Fannie Mae guarantees of $12.1 billion and $12.4 billion as of June 30, 2018 and December 31, 2017 , respectively. The unpaid principal balance of resecuritized Fannie Mae MBS is included only once in the reported amount.


⁽²⁾	Includes mortgage-related securities issued by Freddie Mac and Ginnie Mae, mortgage revenue bonds, Alt-A and subprime private-label securities, and CMBS.


⁽³⁾	Refers to mortgage loans and mortgage-related securities that are not guaranteed or insured, in whole or in part, by the U.S. government or one of its agencies.


⁽⁴⁾	Refers to mortgage loans and mortgage-related securities guaranteed or insured, in whole or in part, by the U.S. government or one of its agencies.

The GSE Act requires us to set aside each year an amount equal to 4.2 basis points for each dollar of the unpaid principal balance of our total new business purchases and to pay this amount to specified HUD and Treasury funds. New business purchases consist of single-family and multifamily whole mortgage loans purchased during the period and single-family and multifamily mortgage loans underlying Fannie Mae MBS issued during the period pursuant to lender swaps. In February 2018, we paid $239 million to the funds based on our new business purchases in 2017 . Our new business purchases were $249.3 billion for the first half of 2018 . Accordingly, we recognized an expense of $105 million related to this obligation for the first half of 2018 . We expect to pay this amount, plus additional amounts to be accrued based on our new business purchases in the second half of 2018 , to the funds on or before March 1, 2019. See “Business—Legislation and Regulation—GSE Act and Other Regulation of Our Business—Affordable Housing Allocations” in our 2017 Form 10-K for more information regarding this obligation.



Fannie Mae Second Quarter 2018 Form 10-Q		18



	MD&A \| Business Segments



Business Segments

We have two reportable business segments: Single-Family and Multifamily. This section describes each segment’s business and credit metrics, and financial results.

Single-Family Business

Single-Family Mortgage Market

Housing sales slightly declined in the second quarter of 2018 compared with the first quarter of 2018. Total existing home sales averaged 5.4 million units annualized in the second quarter of 2018, compared with 5.5 million units in the first quarter of 2018, according to data from the National Association of REALTORS®. According to the U.S. Census Bureau, new single-family home sales decreased during the second quarter of 2018, averaging an annualized rate of 646,000 units, compared with 656,000 units in the first quarter of 2018.

The 30-year fixed mortgage rate averaged 4.55% during the week ended June 30, 2018 , compared with 4.44% during the week ended March 31, 2018 , according to Freddie Mac’s Primary Mortgage Market Survey ^® .

We forecast that total originations in the U.S. single-family mortgage market in 2018 will decrease from 2017 levels by approximately 8% , from an estimated $1.83 trillion in 2017 to $1.69 trillion in 2018, and that the amount of originations in the U.S. single-family mortgage market that are refinancings will decrease from an estimated $650 billion in 2017 to $481 billion in 2018.

Single-Family Market Share

The chart below displays our market share of single-family mortgage-related securities issuances in the second quarter of 2018 as compared with that of our primary competitors for the issuance of single-family mortgage-related securities.


•	We estimate our market share of single-family mortgage-related securities issuances was 36% in the second quarter of 2018 , compared with 42% in the first quarter of 2018 and 39% in the second quarter of 2017.

Single-Family Business Metrics

Single-family Fannie Mae MBS issuances decreased in the second quarter of 2018 , primarily as a result of lower refinancing activity during the quarter. However, single-family Fannie Mae MBS outstanding increased as of June 30, 2018 compared to March 31, 2018 because acquisitions during the quarter outpaced liquidations, which slowed as a result of a decline in prepayments due to the rising interest rate environment.



Fannie Mae Second Quarter 2018 Form 10-Q		19



	MD&A \| Business Segments

__________

⁽¹⁾

Our single-family guaranty book of business consists of (a) single-family mortgage loans of Fannie Mae, (b) single-family mortgage loans underlying Fannie Mae MBS, and (c) other credit enhancements that we provide on single-family mortgage assets, such as long-term standby commitments. It excludes non-Fannie Mae single-family mortgage-related securities held in our retained mortgage portfolio for which we do not provide a guaranty.

Our average charged guaranty fee on newly acquired single-family loans, net of TCCA fees, increased from 48.0 basis points in the second quarter of 2017 to 49.0 basis points in the second quarter of 2018 , primarily driven by an increase in the total base guaranty fees charged on our 2018 acquisitions.

Average Charged Guaranty Fee on Single-Family Guaranty Book of Business and

Average Charged Guaranty Fee on New Single-Family Acquisitions ⁽¹⁾

__________


⁽¹⁾	Calculated based on the average guaranty fee rate for our single-family guaranty arrangements during the period plus the recognition of any upfront cash payments over an estimated average life. 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.



Fannie Mae Second Quarter 2018 Form 10-Q		20



	MD&A \| Business Segments

Single-Family Business Financial Results



Single-Family Business Financial Results
	For the Three Months Ended June 30,									For the Six Months Ended June 30,
	2018			2017			Variance			2018			2017			Variance
	(Dollars in millions)
Net interest income ⁽¹⁾	$	4,723		$	4,366		$	357		$	9,284		$	9,122		$	162
Fee and other income	69			111			(42		)	227			187			40
Net revenues	4,792			4,477			315			9,511			9,309			202
Investment gains, net	252			321			(69		)	494			271			223
Fair value gains (losses), net	278			(685		)	963			1,312			(697		)	2,009
Administrative expenses	(649		)	(600		)	(49		)	(1,292		)	(1,201		)	(91		)
Credit-related income ⁽²⁾	1,159			1,223			(64		)	1,193			1,407			(214		)
TCCA fees ⁽¹⁾	(565		)	(518		)	(47		)	(1,122		)	(1,021		)	(101		)
Other expenses, net	(270		)	(155		)	(115		)	(402		)	(411		)	9
Income before federal income taxes	4,997			4,063			934			9,694			7,657			2,037
Provision for federal income taxes	(1,044		)	(1,401		)	357			(2,060		)	(2,653		)	593
Net income	$	3,953		$	2,662		$	1,291		$	7,634		$	5,004		$	2,630

__________


⁽¹⁾	Reflects the impact of a 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.”


⁽²⁾	Consists of the benefit (provision) for credit losses and foreclosed property expense.

Net interest income

Single-family net interest income increased in the second quarter and first half of 2018 compared with the second quarter and first half of 2017 . The drivers of net interest income for the single-family segment for these periods are consistent with the drivers of net interest income for our condensed consolidated statements of operations and comprehensive income for the same periods, which we discuss in “ Consolidated Results of Operations — Net Interest Income .”

Investment gains, net

Investment gains decreased in the second quarter of 2018 compared with the second quarter of 2017 primarily due to gains on sales of AFS securities during the second quarter of 2017 . We did not recognize any gains on sales of AFS securities during the second quarter of 2018 . Investment gains increased in the first half of 2018 compared with the first half of 2017 primarily driven by a higher volume of reperforming loan sales and higher gains on sales of AFS securities during the first half of 2018 .

Fair value gains (losses), net

We recognized fair value gains in the second quarter and first half of 2018 , a shift from fair value losses recognized in the second quarter and first half of 2017 . The drivers of fair value gains and losses for the single-family segment in the second quarter and first half of 2017 and 2018 are consistent with the drivers of fair value gains and losses for our condensed consolidated statements of operations and comprehensive income for the same periods, which we discuss in “ Consolidated Results of Operations — Fair Value Gains (Losses), Net .”

Credit-related income

We recognized lower single-family credit-related income in the second quarter and first half of 2018 compared with the second quarter and first half of 2017 . The drivers of credit-related income for the single-family segment in the second quarter and first half of 2017 and 2018 are consistent with the drivers of credit-related income for our condensed consolidated statements of operations and comprehensive income for the same periods, which we discuss in “Consolidated Results of Operations—Credit-Related Income.”



Fannie Mae Second Quarter 2018 Form 10-Q		21



	MD&A \| Business Segments

Single-Family Mortgage Credit Risk Management

This section updates our discussion of single-family mortgage credit risk management in our 2017 Form 10-K in “ MD&A — Business Segments — Single-Family Business — Single-Family Mortgage Credit Risk Management .”

Single-Family Acquisition and Servicing Policies and Underwriting and Servicing Standards

For information on our underwriting and servicing standards, quality control process, repurchase requests, and representation and warranty framework, see “ MD&A — Business Segments — Single-Family Business — Single-Family Mortgage Credit Risk Management — Single-Family Acquisition and Servicing Policies and Underwriting and Servicing Standards ” in our 2017 Form 10-K.



Fannie Mae Second Quarter 2018 Form 10-Q		22



	MD&A \| Business Segments

Single-Family Portfolio Diversification and Monitoring

For information on key loan attributes, see “ MD&A — Business Segments — Single-Family Business — Single-Family Mortgage Credit Risk Management — Single-Family Portfolio Diversification and Monitoring ” in our 2017 Form 10-K. The table below 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.



Risk Characteristics of Single-Family Conventional Business Volume and Guaranty Book of Business ⁽¹⁾
	Percent of Single-Family Conventional Business Volume at Acquisition ⁽²⁾												Percent of Single-Family Conventional Guaranty Book of Business ⁽³⁾⁽⁴⁾ As of
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2018			2017			2018			2017			June 30, 2018				December 31, 2017
Original LTV ratio: ⁽⁵⁾
<= 60%	16		%	17		%	17		%	19		%		20		%		20		%
60.01% to 70%	11			12			12			13				14				14
70.01% to 80%	37			39			38			39				38				38
80.01% to 90%	13			13			12			12				11				11
90.01% to 95%	15			15			14			13				10				10
95.01% to 100%	8			4			7			4				4				4
Greater than 100%	*			*			*			*				3				3
Total	100		%	100		%	100		%	100		%		100		%		100		%
Weighted average	77		%	76		%	76		%	75		%		75		%		75		%
Average loan amount	$	231,490		$	225,194		$	231,890		$	223,305			$	168,532			$	166,643
Estimated mark-to-market LTV ratio: ⁽⁶⁾
<= 60%														55		%		52		%
60.01% to 70%														18				18
70.01% to 80%														15				17
80.01% to 90%														8				8
90.01% to 100%														3				4
Greater than 100%														1				1
Total														100		%		100		%
Weighted average														56		%		58		%
Product type:
Fixed-rate: ⁽⁷⁾
Long-term	89		%	84		%	88		%	82		%		81		%		80		%
Intermediate-term	9			13			10			15				15				15
Total fixed-rate	98			97			98			97				96				95
Adjustable-rate	2			3			2			3				4				5
Total	100		%	100		%	100		%	100		%		100		%		100		%
Number of property units:
1 unit	98		%	97		%	97		%	97		%		97		%		97		%
2-4 units	2			3			3			3				3				3
Total	100		%	100		%	100		%	100		%		100		%		100		%



Fannie Mae Second Quarter 2018 Form 10-Q		23



	MD&A \| Business Segments



	Percent of Single-Family Conventional Business Volume at Acquisition ⁽²⁾								Percent of Single-Family Conventional Guaranty Book of Business ⁽³⁾⁽⁴⁾ As of
	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2018		2017		2018		2017		June 30, 2018			December 31, 2017
Property type:
Single-family homes	90	%	90	%	90	%	90	%		91	%		91	%
Condo/Co-op	10		10		10		10			9			9
Total	100	%	100	%	100	%	100	%		100	%		100	%
Occupancy type:
Primary residence	89	%	88	%	89	%	89	%		89	%		89	%
Second/vacation home	5		5		4		4			4			4
Investor	6		7		7		7			7			7
Total	100	%	100	%	100	%	100	%		100	%		100	%
FICO credit score at origination:
< 620	*	%	*	%	*	%	*	%		2	%		2	%
620 to < 660	6		5		6		5			5			5
660 to < 700	14		13		14		13			12			12
700 to < 740	23		23		23		23			20			20
>= 740	57		59		57		59			61			61
Total	100	%	100	%	100	%	100	%		100	%		100	%
Weighted average	743		745		743		745			745			745
Loan purpose:
Purchase	65	%	61	%	59	%	53	%		41	%		39	%
Cash-out refinance	22		20		24		22			20			20
Other refinance	13		19		17		25			39			41
Total	100	%	100	%	100	%	100	%		100	%		100	%
Geographic concentration: ⁽⁸⁾
Midwest	14	%	14	%	13	%	14	%		15	%		15	%
Northeast	12		13		13		14			18			18
Southeast	24		24		23		23			22			22
Southwest	22		21		21		20			17			17
West	28		28		30		29			28			28
Total	100	%	100	%	100	%	100	%		100	%		100	%
Origination year:
2012 and prior										33	%		36	%
2013										11			12
2014										6			7
2015										11			12
2016										17			18
2017										16			15
2018										6			—
Total										100	%		100	%

__________


*	Represents less than 0.5% of single-family conventional business volume or book of business.



Fannie Mae Second Quarter 2018 Form 10-Q		24



	MD&A \| Business Segments


⁽¹⁾	Second lien mortgage loans held by third parties are not reflected in the original LTV or mark-to-market LTV ratios in this table.


⁽²⁾	Calculated based on 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⁾

Our single-family conventional guaranty book of business includes jumbo-conforming and high-balance loans that represented approximately 7% of our single-family conventional guaranty book of business as of June 30, 2018 and December 31, 2017 . See “ MD&A — Business Segments — Single-Family Business — Single-Family Mortgage Credit Risk Management — Single-Family Portfolio Diversification and Monitoring — Jumbo-Conforming and High-Balance Loans ” in our 2017 Form 10-K for information on these loans.


⁽⁵⁾	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.


⁽⁶⁾	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.


⁽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.


⁽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.

Mortgage rates in the second quarter and first half of 2018 were higher than in the second quarter and first half of 2017. As a result of the increased rate environment, refinance volume declined and the share of home purchase loan originations increased, resulting in a greater proportion of our single-family loan acquisitions in the first half of 2018 with loan-to-value (“LTV”) ratios over 95% ( 7% in the first half of 2018 compared with 4% in the first half of 2017). The decline in refinance volume also led to a decline in the weighted average FICO credit score of our single-family acquisitions in the first half of 2018 ( 743 in the first half of 2018 compared with 745 in the first half of 2017). The increased share of home purchase loan acquisitions has increased the percentage of home purchase loans in our single-family conventional guaranty book of business ( 41% as of June 30, 2018 compared with 39% as of December 31, 2017).

In July 2017, we implemented Desktop Underwriter ^® (“DU ^® ”) Version 10.1, which included a change that enabled loans with debt-to-income ratios above 45% (up to 50%) to rely on DU’s comprehensive risk assessment, and removed specific policy rules that had previously set maximum LTV ratio and minimum reserves requirements for those loans. Due in part to our implementation of this change, acquisitions associated with borrower debt-to-income ratios above 45% increased to 26% of our non-Refi Plus single-family acquisitions in the second quarter of 2018, compared with 7% in the second quarter of 2017, and increased to 24% in the first half of 2018 , compared with 7% in the first half of 2017 . After assessing the profile of loans delivered to us using DU Version 10.1, in March 2018 we implemented DU Version 10.2, which revised DU’s risk assessment to limit risk layering. Risk layering refers to the acquisition of loans with multiple higher-risk characteristics (such as high LTV ratio, credit profile with a history of delinquencies, debt-to-income ratio above 45% and no or low levels of reserves). We expect to continue to acquire a higher proportion of loans with debt-to-income ratios above 45% than we acquired in periods prior to our July 2017 implementation of DU Version 10.1 .

For a discussion of factors that may impact the credit characteristics of loans we acquire in the future, see “ MD&A — Business Segments — Single-Family Business — Single-Family Mortgage Credit Risk Management — Single-Family Portfolio Diversification and Monitoring ” in our 2017 Form 10-K. In this section of our 2017 Form 10-K, we also provide more information on the credit characteristics of loans in our guaranty book of business, including Home Affordable Refinance Program ^® (“HARP ^® ”) and Refi Plus ^TM loans, jumbo-conforming and high-balance loans, reverse mortgages and mortgage products with rate resets.



Fannie Mae Second Quarter 2018 Form 10-Q		25



	MD&A \| Business Segments

Transfer of Mortgage Credit Risk

Single-Family Credit Enhancements

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 purchase. We also enter into various other types of transactions in which we transfer mortgage credit risk to third parties. The table below displays information on the outstanding unpaid principal balance of our single-family loans, as well as the percentage of our total single-family conventional guaranty book of business measured by unpaid principal balance, that were covered by one or more forms of credit enhancement as of the dates specified. For a description of the types of credit enhancements specified in the table, see “ MD&A — Business Segments — Single-Family Business — Single-Family Mortgage Credit Risk Management — Transfer of Mortgage Credit Risk ” in our 2017 Form 10-K. For a discussion of our exposure to and management of the institutional counterparty credit risk associated with the providers of these credit enhancements see “ Risk Management — Credit Risk Management — Institutional Counterparty Credit Risk Management ” in our 2017 Form 10-K and “ Note 11, Concentrations of Credit Risk ” in this report.



Single-Family Loans with Credit Enhancement
	As of
	June 30, 2018						December 31, 2017
		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		$	580		20	%	$	566		20	%
Connecticut Avenue Securities ^® (“CAS”)		738			26		681			24
Credit Insurance Risk Transfer ^TM (“CIRT ^TM” )		202			7		181			6
Lender risk sharing		86			3		65			2
Less: Loans covered by multiple credit enhancements		(350		)	(12	)	(335		)	(12	)
Total unpaid principal balance of single-family loans with credit enhancement		$	1,256		44	%	$	1,158		40	%

Credit Risk Transfer Transactions

Our Single-Family business has developed risk-sharing capabilities to transfer portions of our single-family mortgage credit risk to the private market. Our primary method of achieving this objective has been through our CAS and CIRT transactions. In most of our credit risk transfer transactions, we transfer a small portion of the expected credit losses, and a significant portion of the losses we expect would be incurred in a stressed credit environment, such as a severe or prolonged economic downturn.



Fannie Mae Second Quarter 2018 Form 10-Q		26



	MD&A \| Business Segments

The table below displays the mortgage credit risk transferred to third parties and retained by Fannie Mae pursuant to our single-family credit risk transfer transactions.

Single-Family Credit Risk Transfer Transactions

Issuances from Inception to June 30, 2018 ⁽¹⁾

(Dollars in billions)

Senior

Fannie Mae ⁽²⁾

Initial Reference Pool ⁽⁵⁾

$1,331

Mezzanine

Fannie Mae ⁽²⁾

CIRT ⁽³⁾⁽⁴⁾

CAS ⁽³⁾

Lender Risk-Sharing ⁽³⁾

$30

$1,381

First Loss

Fannie Mae ⁽²⁾

CAS ⁽³⁾⁽⁶⁾

Lender Risk-Sharing ⁽³⁾

Outstanding as of June 30, 2018 ⁽¹⁾

(Dollars in billions)

Senior

Fannie Mae ⁽²⁾

Outstanding Reference Pool ⁽⁵⁾⁽⁷⁾

$979

Mezzanine

Fannie Mae ⁽²⁾

CIRT ⁽³⁾⁽⁴⁾

CAS ⁽³⁾

Lender Risk-Sharing ⁽³⁾

$22

$1,020

First Loss

Fannie Mae ⁽²⁾

CAS ⁽³⁾⁽⁶⁾

Lender Risk-Sharing ⁽³⁾

__________


⁽¹⁾	For some lender risk-sharing transactions, does not reflect completed transfers of risk prior to settlement.


⁽²⁾	Credit risk retained by Fannie Mae in CAS, CIRT and lender risk-sharing transactions. Tranche sizes vary across programs.


⁽³⁾	Credit risk transferred to third parties. Tranche sizes vary across programs.


⁽⁴⁾	Includes mortgage pool insurance transactions covering loans with an unpaid principal balance of approximately $7 billion at issuance and approximately $4 billion outstanding as of June 30, 2018 .


⁽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 $1,026 billion as of June 30, 2018 .



Fannie Mae Second Quarter 2018 Form 10-Q		27



	MD&A \| Business Segments

During the first half of 2018 , pursuant to our credit risk transfer transactions, we transferred a portion of the mortgage credit risk on single-family mortgages with an unpaid principal balance of over $150 billion at the time of the transactions.

We continue to transfer credit risk on a larger portion of our single-family book of business. Accordingly, the expenses related to these transactions increased from the first half of 2017 to the first half of 2018 .


•	For the first half of 2018 , we paid approximately $425 million in interest expense, net of LIBOR, on our outstanding CAS and approximately $130 million in CIRT premiums.


•	Comparatively, we paid approximately $364 million in interest expense, net of LIBOR, on our outstanding CAS and approximately $84 million in CIRT premiums for the first half of 2017 .

As a part of our continued effort to innovate and improve our credit risk transfer programs, we are in the process of executing an enhancement to our credit risk transfer securities that will enable us to structure future CAS offerings as notes issued by a trust that qualifies as a Real Estate Mortgage Investment Conduit (“REMIC”). In order to facilitate this change, we began making a REMIC tax election on a majority of single-family loans we acquire and guarantee, beginning with loans in MBS pools issued on and after May 1, 2018. This proposed REMIC structure differs from the current CAS notes that are issued as Fannie Mae corporate debt. Under the current CAS structure, there can be a significant lag between the time when we recognize a provision for credit losses and when we recognize the related recovery from the CAS transaction. Under current accounting rules, while a credit expense on a loan in a reference pool for a CAS transaction is recorded when it is probable that we have incurred a loss, for our CAS issued beginning in 2016, a recovery is recorded only when an actual loss event occurs, which is typically several months after the collateral has been liquidated. The proposed new CAS structure will eliminate this timing mismatch, allowing us to recognize the credit loss protection benefit at the same time the credit loss is recognized in our condensed consolidated financial statements. We expect that upon our adoption of Accounting Standards Update 2016-13, Financial Instruments—Credit Losses, planned for January 1, 2020, we will recognize projected benefits we are entitled to receive from a credit enhancement when we recognize the expected loss on the mortgage loan (not to exceed the losses recorded in the financial statements), thereby continuing to record the benefit and the loss in the same period.

The proposed enhancements to our CAS program are designed to promote the continued growth of the market by expanding the potential investor base for these securities and limiting investor exposure to Fannie Mae counterparty risk, without disrupting the To-Be-Announced (“TBA”) MBS market. We may issue CAS under the new REMIC structure later this year, subject to FHFA approval, market conditions and other factors.

Single-Family Problem Loan Management

Our problem loan management strategies are primarily focused on reducing defaults to avoid losses that would otherwise occur and pursuing foreclosure alternatives to attempt to minimize the severity of the losses we incur. See “MD&A—Business Segments—Single-Family Business—Single-Family Mortgage Credit Risk Management—Problem Loan Management” in our 2017 Form 10-K for a discussion of delinquency statistics on our problem loans, efforts undertaken to manage our problem loans, metrics regarding our loan workout activities, real estate owned (‘REO”) management and other single-family credit-related disclosures. The discussion below updates some of that information.



Fannie Mae Second Quarter 2018 Form 10-Q		28



	MD&A \| Business Segments

Delinquency

The table below displays the delinquency status of loans and changes in the balance of seriously delinquent loans in our single-family conventional guaranty book of business, based on the number of loans. We include single-family conventional loans that we own and those that back Fannie Mae MBS in the calculation of the single-family delinquency rate. Seriously delinquent loans are loans that are 90 days or more past due or in the foreclosure process.



Delinquency Status and Activity of Single-Family Conventional Loans
	As of
	June 30, 2018		December 31, 2017		June 30, 2017
Delinquency status:
30 to 59 days delinquent	1.34	%	1.63	%	1.32	%
60 to 89 days delinquent	0.34		0.50		0.34
Seriously delinquent (“SDQ”)	0.97		1.24		1.01
Percentage of SDQ loans that have been delinquent for more than 180 days	55	%	43	%	61	%
Percentage of SDQ loans that have been delinquent for more than two years	13		13		20



	For the Six Months Ended June 30,
	2018		2017
Single-family SDQ loans (number of loans):
Beginning balance	212,183		206,549
Additions	119,040		116,271
Removals:
Modifications and other loan workouts	(54,435	)	(38,515	)
Liquidations and sales	(37,242	)	(45,295	)
Cured or less than 90 days delinquent	(73,315	)	(64,860	)
Total removals	(164,992	)	(148,670	)
Ending balance	166,231		174,150

Our single-family serious delinquency rate was 0.97% as of June 30, 2018 , compared with 1.24% as of December 31, 2017 and 1.01% as of June 30, 2017 . Our single-family serious delinquency rate increased in the latter part of 2017 due to the impact of Hurricanes Harvey, Irma and Maria (the “hurricanes”), but has since resumed its prior downward trend because many delinquent borrowers, including those in areas affected by the hurricanes, have resolved their loan delinquencies by obtaining loan modifications or through resuming payments and becoming current on their loans. We expect modification activity in areas affected by the hurricanes to slow down in the second half of the year as delinquency rates in the affected areas continue to fall. We expect our single-family serious delinquency rate to continue to decline, but at a more modest pace than in the past several years, and to experience period-to-period fluctuations.

Certain higher-risk loan categories, such as Alt-A loans, loans with higher mark-to-market LTV ratios, and our 2005 through 2008 loan vintages, continue to exhibit higher than average delinquency rates and/or account for a higher share of our credit losses. Single-family loans originated in 2005 through 2008 constituted 6% of our single-family book of business as of June 30, 2018 , but constituted 41% of our seriously delinquent single-family loans as of June 30, 2018 . In addition, single-family loans originated in 2005 through 2008 drove 74% of our single-family credit losses in the second quarter of 2018 and 68% in the first half of 2018 . Loans in certain judicial foreclosure states such as Florida, New Jersey and New York with historically long foreclosure timelines have exhibited higher than average delinquency rates and/or account for a higher share of our credit losses.



Fannie Mae Second Quarter 2018 Form 10-Q		29



	MD&A \| Business Segments

The table below displays the serious delinquency rates for, and the percentage of our total seriously delinquent single-family conventional loans represented by, the specified loan categories. We also include information for our loans in California, as this state accounts for a large share of our single-family conventional guaranty book of business. The reported categories are not mutually exclusive. Percentage of book outstanding calculations are based on the unpaid principal balance of loans for each category divided by the unpaid principal balance of our total single-family guaranty book of business for which we have detailed loan level information.



Single-Family Conventional Seriously Delinquent Loan Concentration Analysis
	As of
	June 30, 2018							December 31, 2017							June 30, 2017
		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	%	5	%	0.36	%		19	%	5	%	0.42	%		19	%	6	%	0.43	%
Florida		6		17		2.51			6		19		3.71			6		10		1.51
New Jersey		4		5		1.68			4		5		2.15			4		8		2.49
New York		5		7		1.66			5		7		2.02			5		10		2.21
All other states		66		66		0.88			66		64		1.09			66		66		0.94
Product type:
Alt-A ⁽²⁾		2		12		4.21			2		12		4.95			3		14		4.52
Vintages:
2004 and prior		3		23		3.00			4		23		3.28			4		25		2.62
2005-2008		6		41		5.54			6		42		6.55			7		50		5.73
2009-2018		91		36		0.41			90		35		0.53			89		25		0.32
Estimated mark-to-market LTV ratio:
<= 60%		55		45		0.69			52		41		0.84			53		39		0.64
60.01% to 70%		18		17		1.07			18		18		1.34			19		16		1.02
70.01% to 80%		15		15		1.19			17		16		1.48			16		15		1.16
80.01% to 90%		8		10		1.69			8		11		2.09			8		12		1.79
90.01% to 100%		3		6		2.46			4		6		2.62			3		7		2.98
Greater than 100%		1		7		11.41			1		8		11.70			1		11		10.05
Credit enhanced: ⁽³⁾
Primary MI & other ⁽⁴⁾		20		24		1.40			20		26		1.95			19		27		1.68
Credit risk transfer ⁽⁵⁾		36		8		0.29			32		8		0.42			28		3		0.15
Non-credit enhanced		56		71		1.06			60		69		1.27			63		72		1.03

__________


⁽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” in our 2017 Form 10-K.

⁽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 June 30, 2018 was 44% .

⁽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.



Fannie Mae Second Quarter 2018 Form 10-Q		30



	MD&A \| Business Segments

⁽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 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 2012 and newer vintages typically have significantly lower delinquency rates than more seasoned loans.

Loan Workout Metrics

Our loan workouts reflect our home retention solutions, including loan modifications, repayment plans and forbearances, and foreclosure alternatives, including short sales and deeds-in-lieu of foreclosure.

The chart below displays our completed single-family loan workouts, by type. These statistics include loan modifications but do not include trial modifications, loans to certain borrowers who have received bankruptcy relief that are classified as troubled debt restructurings, or repayment or forbearance plans that have been initiated but not completed. As of June 30, 2018 , there were approximately 43,900 loans in a trial modification period.

__________


⁽¹⁾	Consists of modifications and completed repayment plans and forbearances. Repayment plans reflect only those plans associated with loans that were 60 days or more delinquent. Forbearances reflect loans that were 90 days or more delinquent.


⁽²⁾	Consists of short sales and deeds-in-lieu of foreclosure.

The increase in home retention solutions in the first half of 2018 compared with the first half of 2017 was primarily driven by modifications and forbearances granted during the first half of 2018 to borrowers in areas affected by the hurricanes.



Fannie Mae Second Quarter 2018 Form 10-Q		31



	MD&A \| Business Segments

REO Management

If a loan defaults, we acquire the home through foreclosure or a deed-in-lieu of foreclosure. The table below displays our foreclosure 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 Six Months
	Ended June 30,
	2018				2017
Single-family REO properties (number of properties):
Beginning of period inventory of single-family REO properties ⁽¹⁾	26,311				38,093
Acquisitions by geographic area: ⁽²⁾
Midwest	3,284				4,712
Northeast	3,419				5,269
Southeast	4,403				6,530
Southwest	1,972				2,976
West	996				1,587
Total REO acquisitions ⁽¹⁾	14,074				21,074
Dispositions of REO	(18,378		)		(27,796		)
End of period inventory of single-family REO properties ⁽¹⁾	22,007				31,371
Carrying value of single-family REO properties (dollars in millions)	$	2,696			$	3,545
Single-family foreclosure rate ⁽³⁾	0.16			%	0.25			%
REO net sales prices to unpaid principal balance ⁽⁴⁾	77			%	75			%
Short sales net sales prices to unpaid principal balance ⁽⁵⁾	77			%	75			%

__________


⁽¹⁾	Includes acquisitions through foreclosure and deeds-in-lieu of foreclosure. Also includes held for use properties, which are reported in our condensed consolidated balance sheets as a component of “Other assets.”


⁽²⁾	See footnote 8 to the Risk Characteristics of Single-Family Conventional Business Volume and Guaranty Book of Business table for states included in each geographic region.


⁽³⁾	Estimated based on the annualized 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 guaranty book of business as of the end of each respective period.

⁽⁴⁾

Calculated as the amount of sale proceeds received on disposition of REO properties during the respective periods, excluding those subject to repurchase requests made to our sellers or servicers, divided by the aggregate unpaid principal balance of the related loans at the time of foreclosure. Net sales price represents the contract sales price less selling costs for the property and other charges paid by the seller at closing.

⁽⁵⁾

Calculated as the amount of sale proceeds received on properties sold in short sale transactions during the respective periods divided by the aggregate unpaid principal balance of the related loans. Net sales price represents the contract sales price less the selling costs for the property and other charges paid by the seller at the closing, including borrower relocation incentive payments and subordinate lien(s) negotiated payoffs.

Single-family foreclosed properties declined in the first half of 2018 compared with the first half of 2017 primarily due to declining REO acquisitions from serious delinquencies aged greater than 180 days over the course of the past year.



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	MD&A \| Business Segments

Other Single-Family Credit Information

Credit Loss Performance and Concentration Metrics

The amount of credit losses we realize in a given period are driven by foreclosures, pre-foreclosure sales, REO activity and mortgage loan redesignations in a given period. The table below displays the components of our single-family credit loss performance metrics, as well as our single-family initial charge-off severity rate. Our credit loss performance metrics are not defined terms within generally accepted accounting principles in the United States of America (“GAAP”) and may not be calculated in the same manner as similarly titled measures reported by other companies. We believe that credit loss performance metrics may be useful to investors as the losses are presented as a percentage of our book of business and have historically been used by analysts, investors and other companies within the financial services industry.



Single-Family Credit Loss Performance Metrics
	For the Three Months Ended June 30,												For the Six Months Ended June 30,
	2018						2017						2018					2017
	Amount				Ratio ⁽¹⁾		Amount				Ratio ⁽¹⁾		Amount			Ratio ⁽¹⁾		Amount			Ratio ⁽¹⁾
	(Dollars in millions)
Charge-offs, net of recoveries		$	(651	)	8.8	bps		$	(525	)	7.2	bps	$	(1,043	)	7.1	bps	$	(1,469	)	10.2	bps
Foreclosed property expense		(136		)	1.9			(32		)	0.5		(298		)	2.0		(248		)	1.7
Credit losses and credit loss ratio		$	(787	)	10.7	bps		$	(557	)	7.7	bps	$	(1,341	)	9.1	bps	$	(1,717	)	11.9	bps
Single-family initial charge-off severity rate ⁽²⁾					10.68	%					14.50	%				12.08	%				15.97	%

___________


⁽¹⁾	Basis points are based on the amount for each line item presented divided by the average single-family guaranty book of business during the period.


⁽²⁾	The rate excludes any costs, gains or losses associated with REO after initial acquisition through final disposition. The rate includes charge-offs pursuant to the provisions of the Advisory Bulletin and charge-offs of property tax and insurance receivables.

Our single-family credit losses and credit loss ratio increased in the second quarter of 2018 compared with the second quarter of 2017 , primarily due to higher charge-offs related to the redesignation of single-family loans from HFI to HFS in 2018. In addition, we had lower foreclosed property expense in the second quarter of 2017 as a result of income we received from the resolution of compensatory fees and representation and warranty matters during that quarter.

Our single-family credit losses and credit loss ratio decreased in the first half of 2018 compared with the first half of 2017 due to rising home prices with resulting lower charge-off severity rates in the first half of 2018 , as well as an expansion at the beginning of 2017 of the charge-off criteria for non-liquidated loans pursuant to the provisions of FHFA’s Advisory Bulletin 2012-02, “Framework for Adversely Classifying Loans, Other Real Estate Owned, and Other Assets and Listing Assets for Special Mention.”

Our single-family initial charge-off severity rates declined in the second quarter and first half of 2018 , primarily as a result of higher home prices.

Single-Family Loss Reserves

Our single-family loss reserves provide for an estimate of credit losses incurred in our single-family guaranty book of business, including concessions we granted borrowers upon modification of their loans. Our loss reserves have declined substantially from their peak and are expected to decline further in 2018; however, we expect a smaller decline in our loss reserves in the future as compared to the trend in recent years, absent further significant

redesignations of loans from HFI to HFS.



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	MD&A \| Business Segments

The table below summarizes the changes in our single-family loss reserves.



Single-Family Loss Reserves
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2018			2017			2018			2017
	(Dollars in millions)
Changes in loss reserves:
Beginning balance	$	(18,568	)	$	(22,326	)	$	(19,155	)	$	(23,639	)
Benefit for credit losses	1,295			1,255			1,491			1,655
Charge-offs	738			705			1,214			1,766
Recoveries	(87		)	(180		)	(171		)	(297		)
Other ⁽¹⁾	(16		)	(7		)	(17		)	(38		)
Ending balance	$	(16,638	)	$	(20,553	)	$	(16,638	)	$	(20,553	)

							As of
							June 30, 2018			December 31, 2017
Loss reserves as a percentage of single-family:
Guaranty book of business							0.56		%	0.65		%
Recorded investment in nonaccrual loans							45.72			40.80

__________


⁽¹⁾	Amounts represent the portion of single-family benefit for credit losses, charge-offs and recoveries that are not a part of loss reserves.

Troubled Debt Restructurings and Nonaccrual Loans

The table below displays the single-family loans classified as TDRs that are on accrual status and loans on nonaccrual status. The table includes our recorded investment in HFI and HFS single-family mortgage loans. For information on the impact of TDRs and other individually impaired loans on our allowance for loan losses, see “ Note 3, Mortgage Loans .”



Single-Family Troubled Debt Restructurings on Accrual Status and Nonaccrual Loans
	As of
	June 30, 2018			December 31, 2017
	(Dollars in millions)
TDRs on accrual status		$	110,467		$	110,043
Nonaccrual loans		36,395			46,945
Total TDRs on accrual status and nonaccrual loans		$	146,862		$	156,988
Accruing on-balance sheet loans past due 90 days or more ⁽¹⁾		$	258		$	353



	For the Six Months
	Ended June 30,
	2018		2017
	(Dollars in millions)
Interest related to on-balance sheet TDRs on accrual status and nonaccrual loans:
Interest income forgone ⁽²⁾	$	1,306	$	1,772
Interest income recognized ⁽³⁾	2,918		2,884

__________


⁽¹⁾	Includes loans that, as of the end of each period, are 90 days or more past due and continuing to accrue interest. The majority of these amounts consists of loans insured or guaranteed by the U.S. government and loans for which we have recourse against the seller in the event of a default.



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	MD&A \| Business Segments


⁽²⁾	Represents the amount of interest income we did not recognize, but would have recognized during the period for nonaccrual loans and TDRs on accrual status as of the end of each period had the loans performed according to their original contractual terms.


⁽³⁾	Includes primarily amounts accrued while the loans were performing and cash payments received on nonaccrual loans.

The post-modification unpaid principal balance of single-family HFI and HFS loans classified as TDRs as of June 30, 2018 was $145.8 billion , compared with $146.4 billion as of December 31, 2017 . This decrease in loans classified as TDRs was primarily attributable to HFS loan sales in the second quarter of 2018 , partially offset by a higher volume of single-family loan modifications and other forms of loss mitigation in the areas affected by the hurricanes that resulted in a restructuring of the terms of these loans in the first half of 2018 .

Multifamily Business

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.

Multifamily Mortgage Market

National multifamily market fundamentals, which include factors such as vacancy rates and rents, showed improvement during the second quarter of 2018 despite an increase in new apartment supply. As a result of continued multifamily demand, the national estimated vacancy level decreased during the second quarter of 2018 , remaining near historic lows.


•	Vacancy rates. According to preliminary third-party data, the national multifamily vacancy rate for institutional investment-type apartment properties was an estimated 5.5% as of June 30, 2018 , compared to 5.8% as of March 31, 2018 .


•	Rents. Rents continued to increase during the second quarter of 2018 . National asking rents increased by an estimated 1.5% , compared with 0.5% during the first quarter of 2018.

Continued demand for multifamily rental units during the second quarter of 2018 was reflected in the estimated positive net absorption (that is, the net change in the number of occupied rental units during the time period) of approximately 37,300 units, according to preliminary data from Reis, Inc., compared with approximately 36,100 units during the first quarter of 2018.

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. It is estimated that approximately 446,000 new multifamily units will be completed in 2018 . The bulk of this new supply is concentrated in a limited number of metropolitan areas.

Multifamily Business Metrics

Multifamily new business volume increased in the second quarter of 2018 compared with the second quarter of 2017 . FHFA’s 2018 conservatorship scorecard includes an objective to maintain the dollar volume of new multifamily business at or below $35 billion , excluding certain targeted affordable and underserved market business segments. Approximately 36% of our multifamily new business volume of $25.8 billion for the first half of 2018 counted toward FHFA’s 2018 multifamily volume cap.

We support affordability in the multifamily rental market. We financed 188,000 multifamily units from new business volume in the second quarter of 2018 , compared with 162,000 units in the second quarter of 2017 . Over 90% of the multifamily units we financed in the second quarter of 2018 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.



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	MD&A \| Business Segments

__________


⁽¹⁾	Reflects unpaid principal balance of multifamily Fannie Mae MBS issued, multifamily loans purchased, and credit enhancements provided during the period.

The chart below displays our multifamily MBS outstanding as of June 30, 2018 compared with December 31, 2017 .

Multifamily Fannie Mae MBS Outstanding

(Dollars in billions)



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	MD&A \| Business Segments

Multifamily Business Financial Results



Multifamily Business Financial Results
	For the Three Months Ended June 30,									For the Six Months Ended June 30,
	2018			2017			Variance			2018			2017			Variance
	(Dollars in millions)
Net interest income	$	654		$	636		$	18		$	1,325		$	1,226		$	99
Fee and other income	170			242			(72		)	332			415			(83		)
Net revenues	824			878			(54		)	1,657			1,641			16
Fair value losses, net	(49		)	(6		)	(43		)	(38		)	(34		)	(4		)
Administrative expenses	(106		)	(86		)	(20		)	(213		)	(169		)	(44		)
Credit-related income (expense) ⁽¹⁾	(2		)	10			(12		)	19			5			14
Other expenses, net ⁽²⁾	(71		)	(72		)	1			(134		)	(157		)	23
Income before federal income taxes	596			724			(128		)	1,291			1,286			5
Provision for federal income taxes	(92		)	(186		)	94			(207		)	(317		)	110
Net income	$	504		$	538		$	(34	)	$	1,084		$	969		$	115

__________


⁽¹⁾	Consists of the benefit for credit losses and foreclosed property expense.


⁽²⁾	Consists of investment gains, gains (losses) on partnership investments and other income (expenses).

Net interest income

Multifamily net interest income increased in the first half of 2018 compared with the first half of 2017, primarily due to continued growth of our multifamily guaranty book of business.

__________


⁽¹⁾	Our multifamily guaranty book of business consists of: (a) multifamily mortgage loans of Fannie Mae; (b) multifamily mortgage loans underlying Fannie Mae MBS; and (c) other credit enhancements that we provide on multifamily mortgage assets. It excludes non-Fannie Mae multifamily mortgage-related securities held in our retained mortgage portfolio for which we do not provide a guaranty.



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	MD&A \| Business Segments

Fee and Other Income

Fee and other income decreased in the second quarter and first half of 2018 compared with the second quarter and first half of 2017 primarily driven by lower yield maintenance fees as a result of increases in interest rates during the second quarter and first half of 2018 .

Fair value losses, net

Fair value losses in the second quarter of 2018 were primarily driven by losses on commitments to buy multifamily mortgage-related securities as a result of increasing interest rates during the commitment periods.

Multifamily Mortgage Credit Risk Management

This section updates our discussion of multifamily mortgage credit risk management in our 2017 Form 10-K in “ MD&A — Business Segments — Multifamily Business — Multifamily Mortgage Credit Risk Management .”

Multifamily Underwriting Standards and Portfolio Monitoring

Lender risk-sharing is a cornerstone of our Multifamily business. We primarily transfer risk through our Delegated Underwriting and Servicing (“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 from day one and throughout the life of the loan.

Our DUS model typically results in our lenders sharing on a pro-rata or tiered basis approximately one-third of the credit risk on our multifamily loans. In the first half of 2018 , nearly 100% of our new multifamily business volume had lender risk-sharing. As of June 30, 2018 , 97% of the unpaid principal balance of loans in our multifamily guaranty book of business had lender risk-sharing, compared with 96% as of December 31, 2017 .

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. The table below displays original LTV ratio and DSCR metrics for our multifamily guaranty book of business.



Multifamily Guaranty Book of Business Key Risk Characteristics
	As of
	June 30, 2018			December 31, 2017			June 30, 2017
Weighted average original LTV ratio		67	%		67	%		67	%
Original LTV ratio greater than 80%		1			2			2
Original DSCR less than or equal to 1.10		13			14			13

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 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 June 30, 2018 and December 31, 2017 .

Multifamily Problem Loan Management and Foreclosure Prevention

The multifamily serious delinquency rate was 0.10% as of June 30, 2018 , compared with 0.11% as of December 31, 2017 and 0.04% as of June 30, 2017 . We classify multifamily loans as seriously delinquent when payment is 60 days or more past due. Higher multifamily serious delinquency rates as of both December 31, 2017 and June 30, 2018 resulted mostly from an increase in delinquent loans subject to forbearance agreements granted to borrowers in the areas affected by the hurricanes in the latter part of 2017.

REO Management

The number of multifamily foreclosed properties held for sale increased to 13 properties with a carrying value of $81 million as of June 30, 2018 , compared with 11 properties with a carrying value of $66 million as of December 31, 2017 .



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	MD&A \| Business Segments

Other Multifamily Credit Information

Multifamily Credit Losses

We had $4 million in multifamily credit losses in the second quarter of 2018 compared with $2 million in the second quarter of 2017 . We had $8 million in multifamily credit losses in the first half of 2018 compared with $2 million in the first half of 2017 . Our multifamily credit losses remain low as foreclosure activity remains low.

Multifamily Loss Reserves

The table below summarizes the changes in our multifamily loss reserves.



Multifamily Loss Reserves
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2018			2017			2018			2017
	(Dollars in millions)
Changes in loss reserves:
Beginning balance	$	(220	)	$	(200	)	$	(245	)	$	(196	)
Benefit for credit losses	1			12			22			8
Charge-offs	1			(1		)	5			—
Recoveries	—			1			—			(1		)
Other ⁽¹⁾	—			(1		)	—			—
Ending balance	$	(218	)	$	(189	)	$	(218	)	$	(189	)

							As of
							June 30, 2018			December 31, 2017
Loss reserves as a percentage of multifamily guaranty book of business							0.07		%	0.09		%

__________


⁽¹⁾	Amounts represent the portion of multifamily benefit for credit losses, charge-offs and recoveries that are not a part of loss reserves.

Troubled Debt Restructurings and Nonaccrual Loans

The table below displays the composition of multifamily loans classified as TDRs that are on accrual status and multifamily loans on nonaccrual status. The table includes our recorded investment in HFI and HFS multifamily mortgage loans. For information on the impact of TDRs and other individually impaired loans on our allowance for loan losses, see “ Note 3, Mortgage Loans .”



Multifamily Troubled Debt Restructurings on Accrual Status and Nonaccrual Loans
	As of
	June 30, 2018		December 31, 2017
	(Dollars in millions)
TDRs on accrual status	$	68	$	87
Nonaccrual loans	619		424
Total TDRs on accrual status and nonaccrual loans	$	687	$	511



	For the Six Months
	Ended June 30,
	2018		2017
	(Dollars in millions)
Interest related to on-balance sheet TDRs on accrual status and nonaccrual loans:
Interest income forgone ⁽¹⁾	$	16	$	9
Interest income recognized ⁽²⁾	—		2



Fannie Mae Second Quarter 2018 Form 10-Q		39



	MD&A \| Business Segments

__________


⁽¹⁾	Represents the amount of interest income we did not recognize, but would have recognized during the period for nonaccrual loans and TDRs on accrual status as of the end of each period had the loans performed according to their original contractual terms.


⁽²⁾	Represents interest income recognized during the period, including the amortization of any deferred cost basis adjustments, for loans classified as either nonaccrual loans or TDRs on accrual status as of the end of each period. Includes primarily amounts accrued while the loans were performing and cash payments received on nonaccrual loans.



Liquidity and Capital Management

Liquidity Management

This section supplements and updates information regarding liquidity risk management in our 2017 Form 10-K. See “ MD&A — Liquidity and Capital Management — Liquidity Management ” and “Risk Factors” in our 2017 Form 10-K for additional information, including discussions of our primary sources and uses of funds, our liquidity risk management practices and liquidity contingency planning, factors that influence our debt funding activity, factors that may impact our access to or the cost of our debt funding, and factors that could adversely affect our liquidity.

Debt Funding

Outstanding Debt

Total outstanding debt of Fannie Mae excludes debt of consolidated trusts. Short-term debt of Fannie Mae consists of borrowings with an original contractual maturity of one year or less and, therefore, does not include the current portion of long-term debt. Long-term debt of Fannie Mae consists of borrowings with an original contractual maturity of greater than one year.

The chart and table below display information on our outstanding short-term and long-term debt of Fannie Mae based on original contractual maturity. The total amount of our outstanding debt of Fannie Mae decreased as of June 30, 2018 compared with December 31, 2017 primarily due to lower funding needs as our retained mortgage portfolio continued to decrease during the first half of 2018 and our draw of funds from Treasury in the first quarter of 2018.



Fannie Mae Second Quarter 2018 Form 10-Q		40



	MD&A \| Liquidity and Capital Management



Selected Debt Information
	As of
	December 31, 2017			June 30, 2018
	(Dollars in billions)
Selected Weighted-Average Interest Rates ⁽¹⁾
Interest rate on short-term debt	1.18		%	1.86		%
Interest rate on long-term debt, including portion maturing within one year	2.40		%	2.66		%
Interest rate on callable long-term debt	2.31		%	2.66		%
Selected Maturity Data
Weighted-average maturity of debt maturing within one year (in days)	123			116
Weighted-average maturity of debt maturing in more than one year (in months)	57			58
Other Data
Outstanding callable debt	$	72.3		$	69.0
Connecticut Avenue Securities ⁽²⁾	$	22.5		$	24.6

__________

⁽¹⁾

Outstanding debt amounts and weighted-average interest rates reported in this chart and table include the effects of discounts, premiums, other cost basis adjustments and fair value gains and losses associated with debt that we elected to carry at fair value. Reported amounts for total debt of Fannie Mae include unamortized cost basis adjustments and fair value adjustments of $558 million and $788 million as of June 30, 2018 and December 31, 2017 , respectively.


⁽²⁾	See “Business Segments—Single-Family Business—Single-Family Mortgage Credit Risk Management—Transfer of Mortgage Credit Risk—Credit Risk Transfer Transactions” in our 2017 Form 10-K for information regarding our Connecticut Avenue Securities.

For more information on our outstanding short-term and long-term debt, see “ Note 7, Short-Term and Long-Term Debt .”

Debt Funding Activity

The table below displays the 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 the period represent the face amount of the debt at issuance and redemption.



Fannie Mae Second Quarter 2018 Form 10-Q		41



	MD&A \| Liquidity and Capital Management



Activity in Debt of Fannie Mae
	For the Three Months						For the Six Months
	Ended June 30,						Ended June 30,
	2018			2017			2018			2017
	(Dollars in millions)
Issued during the period:
Short-term:
Amount	$	121,106		$	162,311		$	340,394		$	313,695
Weighted-average interest rate	1.64		%	0.78		%	1.41		%	0.65		%
Long-term: ⁽¹⁾
Amount	$	6,395		$	5,914		$	11,563		$	19,022
Weighted-average interest rate	3.00		%	2.81		%	2.98		%	2.44		%
Total issued:
Amount	$	127,501		$	168,225		$	351,957		$	332,717
Weighted-average interest rate	1.70		%	0.85		%	1.46		%	0.75		%
Paid off during the period: ⁽²⁾
Short-term:
Amount	$	130,361		$	169,440		$	348,039		$	318,186
Weighted-average interest rate	1.53		%	0.68		%	1.31		%	0.58		%
Long-term: ⁽¹⁾
Amount	$	12,406		$	23,424		$	30,186		$	39,296
Weighted-average interest rate	1.28		%	4.52		%	1.41		%	3.59		%
Total paid off:
Amount	$	142,767		$	192,864		$	378,225		$	357,482
Weighted-average interest rate	1.51		%	1.14		%	1.31		%	0.91		%

__________


⁽¹⁾	Includes Connecticut Avenue Securities.


⁽²⁾	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.

Other Investments Portfolio

The chart below displays information on the composition of our other investments portfolio. The balance of our other investments portfolio fluctuates based on changes in our cash flows, liquidity in the fixed income markets and our liquidity risk management framework and practices.



Fannie Mae Second Quarter 2018 Form 10-Q		42



	MD&A \| Liquidity and Capital Management

Cash Flows

Six Months Ended June 30, 2018 . Cash, cash equivalents and restricted cash decreased by $11.5 billion in the six months ended June 30, 2018 . The decrease was primarily driven by cash outflows from (1) the redemption of funding debt, which outpaced issuances, due to lower funding needs, (2) the purchase of Fannie Mae MBS from third parties and (3) the acquisition of delinquent loans out of MBS trusts.

Partially offsetting these cash outflows were cash inflows from, among other things, (1) the sale of Fannie Mae MBS to third parties and (2) proceeds from repayments and sales of loans of Fannie Mae.

Six Months Ended June 30, 2017 . Cash, cash equivalents and restricted cash decreased by $14.3 billion in the six months ended June 30, 2017 . The decrease was primarily driven by cash outflows from (1) the purchase of Fannie Mae MBS from third parties, (2) the redemption of funding debt, which outpaced issuances, due to lower funding needs, and (3) the payment of dividends to Treasury under our senior preferred stock purchase agreement.

Partially offsetting these cash outflows were cash inflows from (1) the sale of Fannie MBS to third parties and (2) proceeds from repayments and sales of loans of Fannie Mae.

Credit Ratings

In June 2018, upon reexamining the terms of our subordinated debt, Standard & Poor’s Ratings Services (“S&P”) both revised its rating on our outstanding subordinated debt from "AA-" to "AA" and announced that it was withdrawing its rating on our subordinated debt program due to our program no longer being active. There have been no other changes in our credit ratings since we filed our 2017 Form 10-K. For information on our credit ratings, see “MD&A—Liquidity and Capital Management—Liquidity Management—Credit Ratings” in our 2017 Form 10-K.



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	MD&A \| Liquidity and Capital Management

Capital Management

Regulatory Capital

The deficit of our core capital over statutory minimum capital was $136.3 billion as of June 30, 2018 and $ 144.4 billion as of December 31, 2017 . For information on our minimum capital requirements, see “Note 12, Regulatory Capital Requirements” in our 2017 Form 10-K and “Legislation and Regulation” in this report.

Capital Activity

The current dividend provisions of the senior preferred stock provide for quarterly dividends consisting of the amount, if any, by which our net worth as of the end of the immediately preceding fiscal quarter exceeds a $3.0 billion capital reserve amount.

Because we had a net worth of $3.9 billion as of March 31, 2018 , we paid Treasury a second quarter 2018 dividend of $938 million . We expect to pay Treasury a third quarter 2018 dividend of $4.5 billion by September 30, 2018 based on our net worth of $7.5 billion as of June 30, 2018 .

See “ Business — Conservatorship and Treasury Agreements — Treasury Agreements ” and “ Business — Legislative and Regulation — GSE Act and Other Regulation of Our Business — Conservatorship Capital Framework ” in our 2017 Form 10-K for more information on the terms of our senior preferred stock, our senior preferred stock purchase agreement with Treasury and our conservatorship capital framework. See “Risk Factors” in our 2017 Form 10-K for a discussion of the risks associated with the limit on our capital reserves.



Off-Balance Sheet Arrangements

Our off-balance sheet arrangements result primarily from the following:


•	our guaranty of mortgage loan securitization and resecuritization transactions, and other guaranty commitments over which we do not have control;


•	liquidity support transactions; and


•	partnership interests.

Our off-balance sheet exposure to credit losses is primarily related to the unpaid principal balance of our unconsolidated Fannie Mae MBS and other financial guarantees. This exposure was $21.5 billion as of June 30, 2018 and $25.1 billion as of December 31, 2017 .

Our total outstanding liquidity commitments to advance funds for securities backed by multifamily housing revenue bonds totaled $ 9.0 billion as of June 30, 2018 and $ 9.2 billion as of December 31, 2017 .



Risk Management

Our business activities expose us to the following three major categories of risk: credit risk (including mortgage credit risk and institutional counterparty credit risk), market risk (including interest rate risk and liquidity risk) and operational risk (including cybersecurity, third-party and model risk). See “ MD&A — Risk Management ” and “MD&A— Business Segments ” in our 2017 Form 10-K for a discussion of our management of these risks.

In this section we provide an update on our management of market risk, including interest rate risk. We provide an update on our management of mortgage credit risk in this report in “ Business Segments — Single-Family Business — Single-Family Mortgage Credit Risk Management ” and “ Business Segments — Multifamily Business — Multifamily Mortgage Credit Risk Management .”

Market Risk Management, Including Interest Rate Risk Management

This section supplements and updates information regarding market risk management in our 2017 Form 10-K. See “MD&A—Risk Management—Market Risk Management, Including Interest Rate Risk Management” and “Risk Factors” in our 2017 Form 10-K for additional information, including our sources of interest rate risk exposure, business risks posed by changes in interest rates, and our strategy for managing interest rate risk.



Fannie Mae Second Quarter 2018 Form 10-Q		44



	MD&A \| Risk Management

Measurement of Interest Rate Risk

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 June 30, 2018 and 2017 .

During the second quarter of 2018, we revised the presentation of our interest rate risk measures to show the market value sensitivity in millions, rather than billions, and to show effective duration gap in years, rather than in months. We have revised all prior period interest rate risk measures to correspond to the current period presentation.

For information on how we measure our interest rate risk, see our 2017 Form 10-K in “ MD&A —Risk Management—Market Risk Management, Including Interest Rate Risk Management.”



Interest Rate Sensitivity of Net Portfolio to Changes in Interest Rate Level and Slope of Yield Curve
	As of ⁽¹⁾⁽²⁾
	June 30, 2018				December 31, 2017
	(Dollars in millions)
Rate level shock:
-100 basis points		$	(16	)		$	(44	)
-50 basis points		24				(21		)
+50 basis points		(93		)		(29		)
+100 basis points		(238		)		(122		)
Rate slope shock:
-25 basis points (flattening)		2				(17		)
+25 basis points (steepening)		(2		)		17



	For the Three Months Ended June 30, ⁽¹⁾⁽³⁾
	2018									2017
	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	0.02		$	(3	)		$	(55	)	(0.01)		$	(42	)		$	(37	)
Minimum	(0.02)		(12		)		(115		)	(0.04)		(50		)		(92		)
Maximum	0.06		0				(29		)	0.06		(26		)		(2		)
Standard deviation	0.01		2				16			0.02		8				21

__________

⁽¹⁾

Computed based on changes in LIBOR interest rates swap curve. Changes in the level of interest rates assume a parallel shift in all maturities of the U.S. LIBOR interest rate swap curve. Changes in the slope of the yield curve assume a constant 7-year rate, 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.


⁽²⁾	Measured on the last 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 June 30, 2018 . In addition, the convexity exposure may result in similar market value sensitivities for positive and negative interest rate shocks of the same magnitude.

We use derivatives to help manage the residual interest rate risk exposure between our assets and liabilities. Derivatives have enabled us to keep our interest rate risk exposure at consistently low levels in a wide range of



Fannie Mae Second Quarter 2018 Form 10-Q		45



	MD&A \| Risk Management

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 ⁽¹⁾
	June 30, 2018				December 31, 2017
	(Dollars in millions)
Before derivatives		$	(791	)		$	(520	)
After derivatives		(93		)		(29		)
Effect of derivatives		698				491

__________


⁽¹⁾	Measured on the last day of each period presented.



Critical Accounting Policies and 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 the condensed 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 ” in this report and in our 2017 Form 10-K.

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 with the Audit Committee of our Board of Directors. See “Risk Factors” in our 2017 Form 10-K 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 two of our accounting policies as critical because they involve significant judgments and assumptions about highly complex and inherently uncertain matters, and the use of reasonably different estimates and assumptions could have a material impact on our reported results of operations or financial condition: fair value measurement and allowance for loan losses. See “MD&A—Critical Accounting Policies and Estimates” in our 2017 Form 10-K for a discussion of these critical accounting policies and estimates.



Impact of Future Adoption of New Accounting Guidance

We identify and discuss the expected impact on our condensed consolidated financial statements of recently issued accounting guidance in “ Note 1, Summary of Significant Accounting Policies .”



Forward-Looking Statements

This report includes statements that constitute forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). In addition, our senior management may from time to time make forward-looking statements 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, but are not limited to, statements relating to our expectations regarding the following matters:


•	our profitability, financial condition and results of operations, and the factors that will affect our profitability, financial condition and results of operations;


•	our business plans and strategies and the impact of such plans and strategies;


•	our dividend payments to Treasury;


•	our retained mortgage portfolio;



Fannie Mae Second Quarter 2018 Form 10-Q		46



	MD&A \| Forward-Looking Statements


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


•	the effects of our credit risk transfer transactions;


•	the impact of accounting guidance and accounting changes on our business or financial results, including the impact of impairment accounting guidance;


•	mortgage market and economic conditions (including home price appreciation rates) and the impact of such conditions on our business or financial results;


•	the risks to our business;


•	our loss reserves;


•	our serious delinquency rate and the factors that will affect our serious delinquency rate;


•	our single-family loan acquisitions and the credit risk profile of such acquisitions; and


•	our response to legal and regulatory proceedings and their impact on our business or financial condition.

Forward-looking statements reflect our management’s 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, as well as our business plans. They are not guarantees of future performance. By their nature, forward-looking statements are subject to risks and uncertainties. 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 the forward-looking statements contained in this report, including, but not limited to, the following:


•	the uncertainty of our future;


•	future legislative and regulatory requirements or changes affecting us, such as the enactment of housing finance reform legislation;


•	actions by FHFA, Treasury, HUD or other regulators that affect our business;


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


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


•	changes in interest rates and credit spreads;


•	changes in unemployment rates and other macroeconomic and housing market conditions;


•	credit availability;


•	disruptions in the housing and credit markets;


•	changes in the fiscal and monetary policies of the Federal Reserve, including implementation of the Federal Reserve’s balance sheet normalization program;


•	our future guaranty fee pricing and the impact of that pricing on our competitive environment and guaranty fee revenues;


•	the volume of mortgage originations;


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


•	our market share;


•	the life of the loans in our guaranty book of business;


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


•	our future serious delinquency rates;


•	the deteriorated credit performance of many loans in our guaranty book of business;


•	the conservatorship and its effect on our business;


•	the investment by Treasury and its effect on our business;


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



Fannie Mae Second Quarter 2018 Form 10-Q		47



	MD&A \| Forward-Looking Statements


•	actions we may be required to take by FHFA, in its role as our conservator or as our regulator, such as changes in the type of business we do or implementation of the Single Security Initiative;


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


•	our future objectives and activities in support of those objectives, including actions we may take to reach additional underserved creditworthy borrowers;


•	a decrease in our credit ratings;


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


•	significant changes in 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;


•	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;


•	operational control weaknesses;


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


•	global political risks;


•	natural disasters, environmental disasters, terrorist attacks, pandemics or other major disruptive events;


•	cyber attacks or other information security breaches or threats; and


•	those factors described in “Risk Factors” in this report and in our 2017 Form 10-K.

Readers are cautioned to place forward-looking statements in this report or that we make from time to time into proper context by carefully considering the factors discussed in “Risk Factors” in this report and in our 2017 Form 10-K. 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.



Fannie Mae Second Quarter 2018 Form 10-Q		48



	Financial Statements \| Condensed Consolidated Balance Sheets

Item 1. Financial Statements

FANNIE MAE

(In conservatorship)

Condensed Consolidated Balance Sheets — (Unaudited)

(Dollars in millions, except share amounts)



	As of
	June 30,				December 31,
	2018				2017
ASSETS
Cash and cash equivalents		$	20,853			$	32,110
Restricted cash (includes $22,774 and $22,132, respectively, related to consolidated trusts)		27,876				28,150
Federal funds sold and securities purchased under agreements to resell or similar arrangements		16,300				19,470
Investments in securities:
Trading, at fair value (includes $3,363 and $747, respectively, pledged as collateral)		42,381				34,679
Available-for-sale, at fair value		3,723				4,843
Total investments in securities		46,104				39,522
Mortgage loans:
Loans held for sale, at lower of cost or fair value		14,323				4,988
Loans held for investment, at amortized cost:
Of Fannie Mae		140,154				162,809
Of consolidated trusts		3,070,959				3,029,812
Total loans held for investment (includes $9,628 and $10,596, respectively, at fair value)		3,211,113				3,192,621
Allowance for loan losses		(16,812		)		(19,084		)
Total loans held for investment, net of allowance		3,194,301				3,173,537
Total mortgage loans		3,208,624				3,178,525
Deferred tax assets, net		15,375				17,350
Accrued interest receivable, net (includes $7,702 and $7,560, respectively, related to consolidated trusts)		8,256				8,133
Acquired property, net		2,816				3,220
Other assets		17,160				19,049
Total assets		$	3,363,364			$	3,345,529
LIABILITIES AND EQUITY (DEFICIT)
Liabilities:
Accrued interest payable (includes $8,751 and $8,598, respectively, related to consolidated trusts)		$	9,825			$	9,682
Debt:
Of Fannie Mae (includes $7,558 and $8,186, respectively, at fair value)		250,690				276,752
Of consolidated trusts (includes $26,675 and $30,493, respectively, at fair value)		3,086,799				3,053,302
Other liabilities (includes $353 and $492, respectively, related to consolidated trusts)		8,591				9,479
Total liabilities		3,355,905				3,349,215
Commitments and contingencies (Note 14)		—				—
Fannie Mae stockholders’ equity (deficit):
Senior preferred stock, 1,000,000 shares issued and outstanding		120,836				117,149
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		(126,143		)		(133,805		)
Accumulated other comprehensive income		349				553
Treasury stock, at cost, 150,675,136 shares		(7,400		)		(7,400		)
Total stockholders’ equity (deficit) (See Note 1: Senior Preferred Stock Purchase Agreement and Senior Preferred Stock for information on our dividend obligation to Treasury)		7,459				(3,686		)
Total liabilities and equity (deficit)		$	3,363,364			$	3,345,529

See Notes to Condensed Consolidated Financial Statements



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		49



	Financial Statements \| Condensed Consolidated Statements of Operations and Comprehensive Income

FANNIE MAE

(In conservatorship)

Condensed Consolidated Statements of Operations and Comprehensive Income — (Unaudited)

(Dollars and shares in millions, except per share amounts)



	For the Three Months								For the Six Months
	Ended June 30,								Ended June 30,
	2018				2017				2018				2017
Interest income:
Trading securities		$	318			$	176			$	554			$	318
Available-for-sale securities		50				91				121				192
Mortgage loans (includes $26,521 and $25,033, respectively, for the three months ended and $52,819 and $49,987, respectively, for the six months ended related to consolidated trusts)		28,307				27,011				56,341				54,058
Other		182				115				355				209
Total interest income		28,857				27,393				57,371				54,777
Interest expense:
Short-term debt		(110		)		(57		)		(217		)		(101		)
Long-term debt (includes $21,896 and $20,705, respectively, for the three months ended and $43,611 and $41,013, respectively, for the six months ended related to consolidated trusts)		(23,370		)		(22,334		)		(46,545		)		(44,328		)
Total interest expense		(23,480		)		(22,391		)		(46,762		)		(44,429		)
Net interest income		5,377				5,002				10,609				10,348
Benefit for credit losses		1,296				1,267				1,513				1,663
Net interest income after benefit for credit losses		6,673				6,269				12,122				12,011
Investment gains, net		277				385				527				376
Fair value gains (losses), net		229				(691		)		1,274				(731		)
Fee and other income		239				353				559				602
Non-interest income		745				47				2,360				247
Administrative expenses:
Salaries and employee benefits		(365		)		(332		)		(746		)		(676		)
Professional services		(254		)		(234		)		(497		)		(463		)
Other administrative expenses		(136		)		(120		)		(262		)		(231		)
Total administrative expenses		(755		)		(686		)		(1,505		)		(1,370		)
Foreclosed property expense		(139		)		(34		)		(301		)		(251		)
Temporary Payroll Tax Cut Continuation Act of 2011 (“TCCA”) fees		(565		)		(518		)		(1,122		)		(1,021		)
Other expenses, net		(366		)		(291		)		(569		)		(673		)
Total expenses		(1,825		)		(1,529		)		(3,497		)		(3,315		)
Income before federal income taxes		5,593				4,787				10,985				8,943
Provision for federal income taxes		(1,136		)		(1,587		)		(2,267		)		(2,970		)
Net income		4,457				3,200				8,718				5,973
Other comprehensive income (loss):
Changes in unrealized gains on available-for-sale securities, net of reclassification adjustments and taxes		4				(81		)		(316		)		(73		)
Other		(2		)		(2		)		(5		)		(4		)
Total other comprehensive income (loss)		2				(83		)		(321		)		(77		)
Total comprehensive income		$	4,459			$	3,117			$	8,397			$	5,896
Net income		$	4,457			$	3,200			$	8,718			$	5,973
Dividends distributed or available for distribution to senior preferred stockholder		(4,459		)		(3,117		)		(5,397		)		(5,896		)
Net income (loss) attributable to common stockholders		$	(2	)		$	83			$	3,321			$	77
Earnings (loss) per share:
Basic		$	0.00			$	0.01			$	0.58			$	0.01
Diluted		0.00				0.01				0.56				0.01
Weighted-average common shares outstanding:
Basic		5,762				5,762				5,762				5,762
Diluted		5,762				5,893				5,893				5,893

See Notes to Condensed Consolidated Financial Statements



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		50



	Financial Statements \| Condensed Consolidated Statements of Cash Flows

FANNIE MAE

(In conservatorship)

Condensed Consolidated Statements of Cash Flows — (Unaudited)

(Dollars in millions)



	For the Six Months Ended June 30,
	2018				2017
Net cash provided by (used in) operating activities		$	(1,675	)		$	(3,626	)
Cash flows provided by investing activities:
Proceeds from maturities and paydowns of trading securities held for investment		141				937
Proceeds from sales of trading securities held for investment		96				124
Proceeds from maturities and paydowns of available-for-sale securities		417				1,214
Proceeds from sales of available-for-sale securities		672				922
Purchases of loans held for investment		(86,615		)		(90,180		)
Proceeds from repayments of loans acquired as held for investment of Fannie Mae		7,945				12,835
Proceeds from sales of loans acquired as held for investment of Fannie Mae		2,555				2,361
Proceeds from repayments and sales of loans acquired as held for investment of consolidated trusts		202,923				208,576
Advances to lenders		(55,151		)		(57,533		)
Proceeds from disposition of acquired property and preforeclosure sales		4,848				6,874
Net change in federal funds sold and securities purchased under agreements to resell or similar arrangements		3,170				1,195
Other, net		(495		)		(208		)
Net cash provided by investing activities		80,506				87,117
Cash flows used in financing activities:
Proceeds from issuance of debt of Fannie Mae		473,373				489,301
Payments to redeem debt of Fannie Mae		(499,674		)		(510,340		)
Proceeds from issuance of debt of consolidated trusts		172,507				181,764
Payments to redeem debt of consolidated trusts		(239,297		)		(250,251		)
Payments of cash dividends on senior preferred stock to Treasury		(938		)		(8,250		)
Proceeds from senior preferred stock purchase agreement with Treasury		3,687				—
Other, net		(20		)		11
Net cash used in financing activities		(90,362		)		(97,765		)
Net decrease in cash, cash equivalents and restricted cash		(11,531		)		(14,274		)
Cash, cash equivalents and restricted cash at beginning of period		60,260				62,177
Cash, cash equivalents and restricted cash at end of period		$	48,729			$	47,903
Cash paid during the period for:
Interest		$	54,408			$	56,207
Income taxes		460				1,070

See Notes to Condensed Consolidated Financial Statements



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		51



	Notes to Condensed Consolidated Financial Statements \| Summary of Significant Accounting Policies

FANNIE MAE

(In conservatorship)

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1 . Summary of Significant Accounting Policies

We are a stockholder-owned corporation organized and existing under the Federal National Mortgage Association Charter Act (the “Charter Act” or our “charter”). We are a government-sponsored enterprise and we are subject to government oversight and regulation. 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 have been under conservatorship, with FHFA acting as conservator, since September 6, 2008. See “Note 1, Summary of Significant Accounting Policies” in our annual report on Form 10-K for the year ended December 31, 2017 (“ 2017 Form 10-K”) for additional information on our conservatorship and the impact of U.S. government support of our business.

The unaudited interim condensed consolidated financial statements as of and for the three and six months ended June 30, 2018 , and related notes, should be read in conjunction with our audited consolidated financial statements and related notes included in our 2017 Form 10-K.

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information and with the SEC’s instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and note disclosures required by GAAP for complete consolidated financial statements. In the opinion of management, all adjustments of a normal recurring nature considered necessary for a fair presentation have been included. The accompanying condensed consolidated financial statements include our accounts as well as the accounts of other entities in which we have a controlling financial interest. All intercompany accounts and transactions have been eliminated. To conform to our current period presentation, we have reclassified certain amounts reported in our prior periods’ condensed consolidated financial statements. Results for the three and six months ended June 30, 2018 may not necessarily be indicative of the results for the year ending December 31, 2018 .

Use of Estimates

Preparing condensed 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 condensed consolidated financial statements, as well as our reported amounts of revenues and expenses during the reporting periods. Management has made significant estimates in a variety of areas including, but not limited to, valuation of certain financial instruments and allowance for loan losses. Actual results could be different from these estimates.

Senior Preferred Stock Purchase Agreement and Senior Preferred Stock

Treasury has made a commitment under a senior preferred stock purchase agreement to provide funding to us under certain circumstances if we have a net worth deficit. In the first quarter of 2018, we received $3.7 billion from Treasury to eliminate our net worth deficit as of December 31, 2017 . Pursuant to the senior preferred stock purchase agreement, we have received a total of $119.8 billion from Treasury as of June 30, 2018 , and the amount of remaining funding available to us under the agreement was $113.9 billion .

Pursuant to the senior preferred stock purchase agreement, we issued shares of senior preferred stock to Treasury in 2008. Acting as successor to the rights, titles, powers and privileges of the Board, our conservator has declared and directed us to pay dividends to Treasury on the senior preferred stock on a quarterly basis for every dividend period for which dividends were payable since we entered into conservatorship in 2008. Effective January 1, 2018, the dividend provisions of the senior preferred stock provide for quarterly dividends consisting of the amount, if any, by which our net worth as of the end of the immediately preceding fiscal quarter exceeds a $3.0 billion capital reserve amount. We refer to this as a “net worth sweep” dividend. On June 30, 2018 , we paid



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		52



	Notes to Condensed Consolidated Financial Statements \| Summary of Significant Accounting Policies

Treasury a dividend of $938 million based on our net worth of $3.9 billion as of March 31, 2018 , less the applicable capital reserve amount of $3.0 billion . Because we had a net worth of $7.5 billion as of June 30, 2018 , we expect to pay Treasury a dividend of $4.5 billion for the third quarter of 2018 by September 30, 2018 .

The liquidation preference of the senior preferred stock is subject to adjustment. The aggregate liquidation preference of the senior preferred stock was $123.8 billion as of June 30, 2018 .

See “Note 11, Equity (Deficit)” in our 2017 Form 10-K for additional information about the senior preferred stock purchase agreement and the senior preferred stock.

Regulatory Capital

We submit capital reports to FHFA, which monitors our capital levels. The deficit of core capital over statutory minimum capital was $ 136.3 billion as of June 30, 2018 and $144.4 billion as of December 31, 2017 . Due to the terms of our senior preferred stock described above, we do not expect to eliminate our deficit of core capital over statutory minimum capital.

Related Parties

As a result of our issuance to Treasury of 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 June 30, 2018 , Treasury held an investment in our senior preferred stock with an aggregate liquidation preference of $123.8 billion . FHFA’s control of Fannie Mae and Freddie Mac has caused Fannie Mae, FHFA and Freddie Mac to be deemed related parties. In 2013, Fannie Mae and Freddie Mac established Common Securitization Solutions, LLC (“CSS”), a jointly owned limited liability company to operate a common securitization platform; therefore, CSS is deemed a related party.

Transactions with Treasury

Our administrative expenses were reduced by $6 million and $11 million for the three months ended June 30, 2018 and 2017 , respectively, and $13 million and $23 million for the six months ended June 30, 2018 and 2017 , respectively, due to reimbursements from Treasury and Freddie Mac for expenses incurred as program administrator for Treasury’s Home Affordable Modification Program and other initiatives under Treasury’s Making Home Affordable Program.

We made tax payments to the Internal Revenue Service (“IRS”), a bureau of Treasury, of $460 million during the three and six months ended June 30, 2018 . We made tax payments of $1.1 billion during the three and six months ended June 30, 2017 .

In 2009, we entered into a memorandum of understanding with Treasury, FHFA and Freddie Mac pursuant to which we agreed to provide assistance to state and local housing finance agencies (“HFAs”) through certain programs, including a new issue bond (“NIB”) program. As of June 30, 2018 , under the NIB program, Fannie Mae and Freddie Mac had $4.7 billion outstanding of pass-through securities backed by single-family and multifamily housing bonds issued by HFAs, which is less than 35% of the total original principal under the program, the amount of losses that Treasury would bear. Accordingly, we do not have a potential risk of loss under the NIB program.

The fee revenue and expense related to the TCCA are recorded in “Mortgage loans interest income” and “TCCA fees,” respectively, in our condensed consolidated statements of operations and comprehensive income. We recognized $565 million and $518 million in TCCA fees during the three months ended June 30, 2018 and 2017 , respectively, and $1.1 billion and $1.0 billion for the six months ended June 30, 2018 and 2017 , respectively, of which $565 million had not been remitted to Treasury as of June 30, 2018 .

We incurred expenses in connection with certain funding obligations under the Federal Housing Enterprises Financial Safety and Soundness Act of 1992, as amended by the Federal Housing Finance Regulatory Reform Act of 2008 (the “GSE Act”), a portion of which is attributable to Treasury’s Capital Magnet Fund. These expenses, recognized in “Other expenses, net” in our condensed consolidated statements of operations and comprehensive income, were measured as the product of 4.2 basis points and the unpaid principal balance of our total new business purchases for the respective period. We recognized $ 19 million and $ 15 million in “Other expenses, net” in connection with Treasury’s Capital Magnet Fund for the three months ended June 30, 2018 and 2017 , respectively, and $37 million and $30 million for the six months ended June 30, 2018 and 2017 , respectively, of which $37 million had not been remitted as of June 30, 2018 .



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		53



	Notes to Condensed Consolidated Financial Statements \| Summary of Significant Accounting Policies

In addition to the transactions with Treasury mentioned above, we purchase and sell Treasury securities in the normal course of business. As of June 30, 2018 and December 31, 2017 , we held Treasury securities with a fair value of $35.7 billion and $29.2 billion , respectively, and accrued interest receivable of $116 million and $77 million , respectively. We recognized interest income on these securities held by us of $164 million and $86 million for the three months ended June 30, 2018 and 2017 , respectively, and $293 million and $149 million for the six months ended June 30, 2018 and 2017 , respectively.

Transactions with Freddie Mac

As of June 30, 2018 and December 31, 2017 , we held Freddie Mac mortgage-related securities with a fair value of $543 million and $613 million , respectively, and accrued interest receivable of $2 million . We recognized interest income on these securities held by us of $ 6 million and $ 10 million for the three months ended June 30, 2018 and 2017 , respectively, and $13 million and $23 million for the six months ended June 30, 2018 and 2017 , respectively. In addition, Freddie Mac may be an investor in variable interest entities (“VIEs”) that we have consolidated, and we may be an investor in VIEs that Freddie Mac has consolidated. Freddie Mac may also be an investor in our debt securities.

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 condensed consolidated statements of operations and comprehensive income, of $26 million for the three months ended June 30, 2018 and 2017 , respectively, and $55 million and $56 million for the six months ended June 30, 2018 and 2017 , respectively.

Transactions with CSS

In connection with the company we jointly own with Freddie Mac, we contributed capital to CSS of $ 35 million and $18 million for the three months ended June 30, 2018 and 2017 , respectively, and $76 million and $53 million for the six months ended June 30, 2018 and 2017 , respectively. No other transactions outside of normal business activities have occurred between us and CSS during the three and six months ended June 30, 2018 and 2017 .

Income Taxes

The decrease in our provision for federal income taxes for the three and six months ended June 30, 2018 as compared to the three and six months ended June 30, 2017 was the result of the Tax Cuts and Jobs Act of 2017, which reduced the federal statutory corporate income tax rate from 35% to 21% effective January 1, 2018. This decline was the primary driver of the reduction in our effective tax rate to 20.3% for the three months ended June 30, 2018 and 20.6% for the six months ended June 30, 2018 , compared with 33.2% for both the three and six months ended June 30, 2017 . Our effective tax rates for all the periods presented were different from the prevailing federal statutory rate primarily due to the benefits of our investments in housing projects eligible for low-income housing tax credits.

Earnings (Loss) per Share

Earnings (loss) per share (“EPS”) is presented for basic and diluted EPS. We compute basic EPS by dividing net income (loss) 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 are available to distribute as dividends to common or preferred stockholders (other than to Treasury as holder of the senior preferred stock). Weighted average common shares includes 4.6 billion shares for the periods ended June 30, 2018 and 2017 that would be issued upon the full exercise of the warrant issued to Treasury from the date the warrant was issued.

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. For the six months ended June 30, 2018 and 2017 , our diluted EPS weighted average shares outstanding includes shares of common stock that would be issuable upon the conversion of 131 million shares of convertible preferred stock. For the three months ended June 30, 2018 ,



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		54



	Notes to Condensed Consolidated Financial Statements \| Summary of Significant Accounting Policies

convertible preferred stock is not included in the calculation because a net loss attributable to common stockholders was incurred and it would have an anti-dilutive effect.

New Accounting Guidance

The following table updates information about our significant policies that have recently been adopted or are yet to be adopted from the information included in our 2017 Form 10-K.



Standard	Description	Date of Adoption or Planned Adoption	Impact on Consolidated Financial Statements
Accounting Standards Update (“ASU”) 2016-01 , Recognition and Measurement of Financial Assets and Financial Liabilities (Subtopic 825-10)	The amendment addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments.	January 1, 2018	The adoption of the amendments did not have a material impact on our condensed consolidated financial statements.
ASU 2016-15 , Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)	The main objective of this update is to address the diversity in practice that currently exists in regards to how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics.	January 1, 2018	This guidance was applied retrospectively to the statement of cash flows for the prior period presented. The adoption of the amendments did not have a material impact on our condensed consolidated financial statements.
ASU 2016-18, Statement of Cash Flows (Topic 230) , Restricted Cash (a consensus of the Financial Accounting Standards Board (“FASB”) Emerging Issues Task Force)	The amendments in this update address the diversity in the classification and presentation of changes in restricted cash on the statement of cash flows under Topic 230, Statement of Cash Flows. Specifically, this amendment dictates that the statement of cash flows should explain the change in the period of the total of cash, cash equivalents and restricted cash balances.	January 1, 2018	This guidance was applied retrospectively to the statements of cash flows for the prior period presented. As a result of this adoption, the net change in restricted cash that results from transfers between cash, cash equivalents, and restricted cash will no longer be presented as an investing activity in our condensed consolidated statement of cash flows. The adoption of the amendments did not have a material impact on our condensed consolidated financial statements.
ASU 2018-02, Income Statement (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income	The amendments in this update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act.	January 1, 2018	The early adoption of this guidance resulted in the reclassification of $117 million in stranded tax amounts from accumulated other comprehensive income to retained earnings.
ASU 2016-13 , Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments	The amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects lifetime expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.	January 1, 2020	We are continuing to evaluate the impact of this guidance on our condensed consolidated financial statements. We expect the greater impact of the guidance to relate to our accounting for credit losses for loans that are not individually impaired. The adoption of this guidance may increase our allowance for loan losses and decrease, perhaps substantially, our retained earnings.



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		55



	Notes to Condensed Consolidated Financial Statements \| Consolidations and Transfers of Financial Assets

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 trusts and limited partnerships. These interests include investments in securities issued by VIEs, such as Fannie Mae MBS created pursuant to our securitization transactions and our guaranty to the entity. 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.

Unconsolidated VIEs

We do not consolidate VIEs when we are not deemed to be the primary beneficiary. Our unconsolidated VIEs include securitization trusts and limited partnerships. The following table displays the carrying amount and classification of our assets and liabilities that relate to our involvement with unconsolidated securitization trusts.



	As of
	June 30, 2018				December 31, 2017
	(Dollars in millions)
Assets:
Trading securities:
Fannie Mae		$	1,640			$	3,809
Non-Fannie Mae		4,925				1,580
Total trading securities		6,565				5,389
Available-for-sale securities:
Fannie Mae		1,825				2,032
Non-Fannie Mae		1,322				2,062
Total available-for-sale securities		3,147				4,094
Other assets		70				74
Other liabilities		(104		)		(467		)
Net carrying amount		$	9,678			$	9,090

Our maximum exposure to loss generally represents the greater of our recorded investment in the entity or the unpaid principal balance of the assets covered by our guaranty. However, our securities issued by Fannie Mae multi-class resecuritization trusts that are not consolidated do not give rise to any additional exposure to loss as we already consolidate the underlying collateral. The maximum exposure to loss related to unconsolidated mortgage-backed trusts was approximately $14 billion and $15 billion as of June 30, 2018 and December 31, 2017 , respectively. The total assets of our unconsolidated securitization trusts were approximately $70 billion as of June 30, 2018 and December 31, 2017 .

The maximum exposure to loss for our unconsolidated limited partnerships and similar legal entities, which consist of low-income housing tax credit investments, community investments and other entities, was $103 million and the related carrying value was $81 million as of June 30, 2018 . As of December 31, 2017 , the maximum exposure to loss was $105 million and the related carrying value was $82 million . The total assets of these limited partnership investments were $3.0 billion and $3.2 billion as of June 30, 2018 and December 31, 2017 , respectively.

The unpaid principal balance of our multifamily loan portfolio was $275.8 billion as of June 30, 2018 . 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.

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



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		56



	Notes to Condensed Consolidated Financial Statements \| Consolidations and Transfers of Financial Assets

transferor when we transfer assets from our own retained mortgage portfolio in a portfolio securitization transaction. For the three months ended June 30, 2018 and 2017 , the unpaid principal balance of portfolio securitizations was $51.6 billion and $69.2 billion , respectively. For the six months ended June 30, 2018 and 2017 , the unpaid principal balance of portfolio securitizations was $115.9 billion and $126.5 billion , respectively.

We retain interests from the transfer and sale of mortgage-related securities to unconsolidated single-class and multi-class portfolio securitization trusts. As of June 30, 2018 , the unpaid principal balance of retained interests was $1.6 billion and its related fair value was $2.5 billion . The unpaid principal balance of retained interests was $3.9 billion and its related fair value was $4.7 billion as of December 31, 2017 . For the three months ended June 30, 2018 and 2017 , the principal and interest received on retained interests was $128 million and $303 million , respectively. For the six months ended June 30, 2018 and 2017 , the principal and interest received on retained interests was $354 million and $560 million , respectively.

Managed Loans

Managed loans are on-balance sheet mortgage loans, as well as mortgage loans that we have securitized in unconsolidated portfolio securitization trusts. The unpaid principal balance of securitized loans in unconsolidated portfolio securitization trusts, which are primarily loans that are guaranteed or insured, in whole or in part, by the U.S. government, was $1.2 billion and $1.3 billion as of June 30, 2018 and December 31, 2017 , respectively. For information on our on-balance sheet mortgage loans, see “ Note 3, Mortgage Loans .”

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 held for investment (“HFI”) or held for sale (“HFS”). We report the carrying value of HFI loans at the unpaid principal balance, net of unamortized premiums and discounts, other cost basis adjustments, and an allowance for loan losses. 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 condensed consolidated statements of operations and comprehensive income. We define the recorded investment of HFI loans as unpaid principal balance, net of unamortized premiums and discounts, other cost basis adjustments, and accrued interest receivable.

For purposes of the single-family mortgage loan disclosures in this footnote, we define “primary” class as mortgage loans that are not included in other loan classes; “government” class as mortgage loans that are guaranteed or insured, in whole or in part, by the U.S. government or one of its agencies, and that are not Alt-A; and “other” class as loans with higher-risk characteristics, such as interest-only loans and negative-amortizing loans, that are neither government nor Alt-A.

The following table displays the carrying value of our mortgage loans.



	As of
	June 30, 2018			December 31, 2017
	(Dollars in millions)
Single-family	$	2,910,803		$	2,890,634
Multifamily	275,797			265,069
Total unpaid principal balance of mortgage loans	3,186,600			3,155,703
Cost basis and fair value adjustments, net	38,836			41,906
Allowance for loan losses for loans held for investment	(16,812		)	(19,084		)
Total mortgage loans	$	3,208,624		$	3,178,525

The following table displays information about our redesignated mortgage loans.



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		57



	Notes to Condensed Consolidated Financial Statements \| Mortgage Loans



	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2018		2017		2018		2017
	(Dollars in millions)
Carrying value of loans redesignated from HFI to HFS	$	6,235	$	2,879	$	13,602	$	5,422
Carrying value of loans redesignated from HFS to HFI	12		17		30		52
Loans sold - unpaid principal balance	3,710		2,947		4,458		3,040
Realized gains on sale of mortgage loans	210		55		208		53

The recorded investment of single-family mortgage loans for which formal foreclosure proceedings are in process was $12.0 billion and $13.0 billion as of June 30, 2018 and December 31, 2017 , 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.

Nonaccrual Loans

We discontinue accruing interest on loans when we believe collectibility of principal or 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 is reversed through interest income at the date a loan is placed on nonaccrual status. We return a non-modified single-family loan to accrual status at the point that the borrower brings the loan current. We return a modified single-family loan to accrual status at the point that the borrower successfully makes 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 three months or more past due according to its contractual terms or is deemed to be individually impaired, unless the loan is well secured such that collectibility of principal and accrued interest is reasonably assured. We return a multifamily loan to accrual status when the borrower cures the delinquency of the loan or we otherwise determine that the loan is well secured such that collectibility is reasonably assured.

Aging Analysis

The following tables display an aging analysis of the total recorded investment in our HFI mortgage loans by portfolio segment and class, excluding loans for which we have elected the fair value option.



	As of June 30, 2018
	30 - 59 Days Delinquent		60 - 89 Days Delinquent		Seriously Delinquent ⁽¹⁾		Total Delinquent		Current		Total		Recorded Investment in Loans 90 Days or More Delinquent and Accruing Interest		Recorded Investment in Nonaccrual Loans
	(Dollars in millions)
Single-family:
Primary	$	28,773	$	6,876	$	17,962	$	53,611	$	2,776,694	$	2,830,305	$	29	$	28,570
Government ⁽²⁾	49		17		185		251		24,068		24,319		185		—
Alt-A	2,569		876		2,485		5,930		53,395		59,325		4		3,854
Other	935		313		941		2,189		15,901		18,090		3		1,417
Total single-family	32,326		8,082		21,573		61,981		2,870,058		2,932,039		221		33,841
Multifamily ⁽³⁾	13		N/A		347		360		277,107		277,467		—		619
Total	$	32,339	$	8,082	$	21,920	$	62,341	$	3,147,165	$	3,209,506	$	221	$	34,460



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		58



	Notes to Condensed Consolidated Financial Statements \| Mortgage Loans



	As of December 31, 2017
	30 - 59 Days Delinquent		60 - 89 Days Delinquent		Seriously Delinquent ⁽¹⁾		Total Delinquent		Current		Total		Recorded Investment in Loans 90 Days or More Delinquent and Accruing Interest		Recorded Investment in Nonaccrual Loans
	(Dollars in millions)
Single-family:
Primary	$	35,582	$	10,396	$	23,999	$	69,977	$	2,732,818	$	2,802,795	$	87	$	37,971
Government ⁽²⁾	55		21		206		282		30,807		31,089		206		—
Alt-A	3,186		1,147		3,418		7,751		59,475		67,226		5		5,094
Other	1,185		411		1,252		2,848		19,016		21,864		5		1,834
Total single-family	40,008		11,975		28,875		80,858		2,842,116		2,922,974		303		44,899
Multifamily ⁽³⁾	26		N/A		276		302		266,699		267,001		—		424
Total	$	40,034	$	11,975	$	29,151	$	81,160	$	3,108,815	$	3,189,975	$	303	$	45,323

__________


⁽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⁾	Primarily consists of reverse mortgages, which due to their nature, are not aged and are included in the current column.


⁽³⁾	Multifamily loans 60 - 89 days delinquent are included in the seriously delinquent column.

Credit Quality Indicators

The following table displays the total recorded investment in our single-family HFI loans by class and credit quality indicator, excluding loans for which we have elected the fair value option.



	As of
	June 30, 2018 ⁽¹⁾						December 31, 2017 ⁽¹⁾
	Primary		Alt-A		Other		Primary		Alt-A		Other
	(Dollars in millions)
Estimated mark-to-market loan-to-value (“LTV”) ratio: ⁽²⁾
Less than or equal to 80%	$	2,516,133	$	49,011	$	14,537	$	2,439,858	$	51,903	$	16,428
Greater than 80% and less than or equal to 90%	218,193		4,846		1,585		238,038		6,680		2,277
Greater than 90% and less than or equal to 100%	83,243		2,675		940		106,076		4,044		1,443
Greater than 100%	12,736		2,793		1,028		18,823		4,599		1,716
Total	$	2,830,305	$	59,325	$	18,090	$	2,802,795	$	67,226	$	21,864

__________


⁽¹⁾	Excludes $24.3 billion and $31.1 billion as of June 30, 2018 and December 31, 2017 , respectively, of mortgage loans guaranteed or insured, in whole or in part, by the U.S. government or one of its agencies, that are not Alt-A loans. The segment class is 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 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.

The following table displays the total recorded investment in our multifamily HFI loans by credit quality indicator, excluding loans for which we have elected the fair value option.



	As of
	June 30,			December 31,
	2018			2017
	(Dollars in millions)
Credit risk profile by internally assigned grade:
Non-classified		$	273,064		$	263,416
Classified ⁽¹⁾		4,403			3,585
Total		$	277,467		$	267,001



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		59



	Notes to Condensed Consolidated Financial Statements \| Mortgage Loans

_________


⁽¹⁾	Represents loans classified as “Substandard,” which have a well-defined weakness that jeopardizes the timely full repayment. Loans with a weakness that makes collection or liquidation in full highly questionable and improbable based on existing conditions and values are referred to as “Doubtful.” We had no loans classified as doubtful for the periods indicated.

Individually Impaired Loans

Individually impaired loans include troubled debt restructurings (“TDRs”), acquired credit-impaired loans and multifamily loans that we have assessed as probable that we will not collect all contractual amounts due, regardless of whether we are currently accruing interest; excluding loans classified as HFS. The following tables display the total unpaid principal balance, recorded investment, related allowance, average recorded investment and interest income recognized for individually impaired loans.



	As of
	June 30, 2018										December 31, 2017
	Unpaid Principal Balance			Total Recorded Investment			Related Allowance for Loan Losses				Unpaid Principal Balance			Total Recorded Investment			Related Allowance for Loan Losses
	(Dollars in millions)
Individually impaired loans:
With related allowance recorded:
Single-family:
Primary		$	89,828		$	86,148		$	(11,258	)		$	91,194		$	86,864		$	(11,652	)
Government		274			279			(58		)		276			279			(56		)
Alt-A		19,098			17,475			(3,314		)		23,077			21,045			(4,046		)
Other		6,900			6,504			(1,252		)		8,488			8,006			(1,493		)
Total single-family		116,100			110,406			(15,882		)		123,035			116,194			(17,247		)
Multifamily		229			230			(39		)		279			280			(42		)
Total individually impaired loans with related allowance recorded		116,329			110,636			(15,921		)		123,314			116,474			(17,289		)
With no related allowance recorded: ⁽¹⁾
Single-family:
Primary		15,904			15,086			—				16,027			15,158			—
Government		61			56			—				66			60			—
Alt-A		2,915			2,608			—				3,253			2,870			—
Other		868			803			—				988			909			—
Total single-family		19,748			18,553			—				20,334			18,997			—
Multifamily		354			356			—				308			310			—
Total individually impaired loans with no related allowance recorded		20,102			18,909			—				20,642			19,307			—
Total individually impaired loans ⁽²⁾		$	136,431		$	129,545		$	(15,921	)		$	143,956		$	135,781		$	(17,289	)



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		60



	Notes to Condensed Consolidated Financial Statements \| Mortgage Loans



	For the Three Months Ended June 30,
	2018									2017
	Average Recorded Investment			Total Interest Income Recognized ⁽³⁾			Interest Income Recognized on a Cash Basis			Average Recorded Investment			Total Interest Income Recognized ⁽³⁾			Interest Income Recognized on a Cash Basis
	(Dollars in millions)
Individually impaired loans:
With related allowance recorded:
Single-family:
Primary		$	88,526		$	915		$	109		$	94,599		$	955		$	77
Government		279			9			—			295			2			—
Alt-A		19,349			219			16			24,249			240			14
Other		7,265			73			6			9,419			82			5
Total single-family		115,419			1,216			131			128,562			1,279			96
Multifamily		232			1			—			259			4			—
Total individually impaired loans with related allowance recorded		115,651			1,217			131			128,821			1,283			96
With no related allowance recorded: ⁽¹⁾
Single-family:
Primary		14,942			243			32			15,091			273			24
Government		57			2			—			61			1			—
Alt-A		2,723			61			5			3,026			67			2
Other		857			15			1			1,016			21			1
Total single-family		18,579			321			38			19,194			362			27
Multifamily		355			1			—			284			7			—
Total individually impaired loans with no related allowance recorded		18,934			322			38			19,478			369			27
Total individually impaired loans		$	134,585		$	1,539		$	169		$	148,299		$	1,652		$	123



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		61



	Notes to Condensed Consolidated Financial Statements \| Mortgage Loans



	For the Six Months Ended June 30,
	2018									2017
	Average Recorded Investment			Total Interest Income Recognized ⁽³⁾			Interest Income Recognized on a Cash Basis			Average Recorded Investment			Total Interest Income Recognized ⁽³⁾			Interest Income Recognized on a Cash Basis
	(Dollars in millions)
Individually impaired loans:
With related allowance recorded:
Single-family:
Primary		$	88,342		$	1,826		$	216		$	96,395		$	1,941		$	165
Government		278			12			—			298			5			—
Alt-A		20,020			431			32			24,896			489			29
Other		7,556			144			11			9,805			169			10
Total single-family		116,196			2,413			259			131,394			2,604			204
Multifamily		248			1			—			280			6			—
Total individually impaired loans with related allowance recorded		116,444			2,414			259			131,674			2,610			204
With no related allowance recorded: ⁽¹⁾
Single-family:
Primary		14,988			486			58			15,050			562			47
Government		58			2			—			61			2			—
Alt-A		2,781			119			9			3,056			140			5
Other		878			31			2			1,041			44			2
Total single-family		18,705			638			69			19,208			748			54
Multifamily		340			3			—			278			10			—
Total individually impaired loans with no related allowance recorded		19,045			641			69			19,486			758			54
Total individually impaired loans		$	135,489		$	3,055		$	328		$	151,160		$	3,368		$	258

__________


⁽¹⁾	The discounted cash flows or collateral value equals or exceeds the carrying value of the loan and, as such, no valuation allowance is required.


⁽²⁾	Includes single-family loans classified as TDRs with a recorded investment of $128.5 billion and $134.7 billion as of June 30, 2018 and December 31, 2017 , respectively. Includes multifamily loans classified as TDRs with a recorded investment of $211 million and $185 million as of June 30, 2018 and December 31, 2017 , respectively.

⁽³⁾

Total single-family interest income recognized of $1.5 billion for the three months ended June 30, 2018 consists of $1.4 billion of contractual interest and $186 million of effective yield adjustments. Total single-family interest income recognized of $1.7 billion for the three months ended June 30, 2017 consists of $1.5 billion of contractual interest and $229 million of effective yield adjustments. Total single-family interest income recognized of $3.1 billion for the six months ended June 30, 2018 consists of $2.7 billion of contractual interest and $352 million of effective yield adjustments. Total single-family interest income recognized of $3.4 billion for the six months ended June 30, 2017 consists of $2.9 billion of contractual interest and $497 million of effective yield adjustments.

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.

The substantial majority of the loan modifications we complete result in term extensions, interest rate reductions or a combination of both. During the three months ended June 30, 2018 and 2017 , the average term extension of a single-family modified loan was 128 months and 155 months , respectively, and the average interest rate reduction was 0.13 and 0.67 percentage points, respectively. During the six months ended June 30, 2018 and



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		62



	Notes to Condensed Consolidated Financial Statements \| Mortgage Loans

2017 , the average term extension of a single-family modified loan was 133 months and 154 months , respectively, and the average interest rate reduction was 0.18 and 0.80 percentage points, respectively.

The following tables display the number of loans and recorded investment in loans classified as a TDR.



	For the Three Months Ended June 30,
	2018					2017
	Number of Loans		Recorded Investment			Number of Loans		Recorded Investment
	(Dollars in millions)
Single-family:
Primary		21,820		$	3,148		14,148		$	1,945
Government		26		2			45		4
Alt-A		1,538		200			1,328		194
Other		285		52			271		46
Total single-family		23,669		3,402			15,792		2,189
Multifamily		2		19			3		17
Total TDRs		23,671		$	3,421		15,795		$	2,206



	For the Six Months Ended June 30,
	2018					2017
	Number of Loans		Recorded Investment			Number of Loans		Recorded Investment
	(Dollars in millions)
Single-family:
Primary		63,499		$	9,672		31,383		$	4,308
Government		74		6			106		10
Alt-A		3,720		483			2,893		418
Other		730		136			580		99
Total single-family		68,023		10,297			34,962		4,835
Multifamily		10		61			3		17
Total TDRs		68,033		$	10,358		34,965		$	4,852

The increase in loans classified as TDRs for the three and six months ended June 30, 2018 compared with the three and six months ended June 30, 2017 was primarily attributable to single-family loan modifications and other forms of loss mitigation in the areas affected by Hurricanes Harvey, Irma and Maria that resulted in a restructuring of the terms of these loans.



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		63



	Notes to Condensed Consolidated Financial Statements \| Mortgage Loans

For loans that had a payment default in the period presented and that were classified as a TDR in the twelve months prior to the payment default, the following tables display the number of loans and our recorded investment in 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 Three Months Ended June 30,
	2018					2017
	Number of Loans		Recorded Investment			Number of Loans		Recorded Investment
	(Dollars in millions)
Single-family:
Primary		3,834		$	554		4,238		$	589
Government		15		2			25		3
Alt-A		588		92			616		97
Other		131		26			150		30
Total TDRs that subsequently defaulted		4,568		$	674		5,029		$	719



	For the Six Months Ended June 30,
	2018					2017
	Number of Loans		Recorded Investment			Number of Loans		Recorded Investment
	(Dollars in millions)
Single-family:
Primary		8,652		$	1,255		8,717		$	1,210
Government		29		4			44		5
Alt-A		1,265		201			1,230		193
Other		326		64			351		68
Total single-family		10,272		1,524			10,342		1,476
Multifamily		1		2			1		4
Total TDRs that subsequently defaulted		10,273		$	1,526		10,343		$	1,480

4 . Allowance for Loan Losses

We maintain an allowance for loan losses for HFI loans held by Fannie Mae and loans backing Fannie Mae MBS issued from consolidated trusts. When calculating our allowance for loan losses, we consider the unpaid principal balance, net of amortized premiums and discounts, and other cost basis adjustments of HFI loans at the balance sheet date. We record charge-offs as a reduction to our allowance for loan losses at the point of foreclosure, completion of a short sale, upon the redesignation of loans from HFI to HFS or when a loan is determined to be uncollectible.

We aggregate single-family HFI loans that are not individually impaired based on similar risk characteristics for purposes of estimating incurred credit losses and establishing a collective single-family loss reserve using an econometric model that derives an overall loss reserve estimate. We base our allowance methodology on historical events and trends, such as loss severity (in event of default), default rates, and recoveries from mortgage insurance contracts and other credit enhancements that provide loan level loss coverage and are either contractually attached to a loan or that were entered into contemporaneously with and in contemplation of a guaranty or loan purchase transaction. We 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. Our allowance calculation also incorporates a loss confirmation period (the anticipated time lag between a credit loss event and the confirmation of the credit loss resulting from that event) to ensure our allowance estimate captures credit losses that have been incurred as of the balance sheet date but have not been confirmed. In addition,



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		64



	Notes to Condensed Consolidated Financial Statements \| Allowance for Loan Losses

management performs a review of the observable data used in its estimate to ensure it is representative of prevailing economic conditions and other events existing as of the balance sheet date.

Individually impaired single-family loans currently include those classified as a TDR and acquired credit-impaired loans. We consider a loan to be impaired when, based on current information, it is probable that we will not receive all amounts due, including interest, in accordance with the contractual terms of the loan agreement. When a loan has been restructured, we measure impairment using a cash flow analysis discounted at the loan’s original effective interest rate. If we expect to recover our recorded investment in an individually impaired loan through probable foreclosure of the underlying collateral, we measure impairment based on the fair value of the collateral, reduced by estimated disposal costs and adjusted for estimated proceeds from mortgage, flood, or hazard insurance or similar sources.

We establish a collective allowance for all loans in our multifamily guaranty book of business that are not individually measured for impairment using an internal model that applies loss factors to loans in similar risk categories. Our loss factors are developed based on our historical default and loss severity experience. We identify multifamily loans for evaluation for impairment through a credit risk assessment process. If we determine that a multifamily loan is individually impaired, we generally measure impairment on that loan based on the fair value of the underlying collateral less estimated costs to sell the property, as we have concluded that such loans are collateral dependent. We evaluate collectively for impairment smaller-balance homogeneous multifamily loans.

The following table displays changes in single-family, multifamily and total allowance for loan losses.



	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2018			2017			2018			2017
	(Dollars in millions)
Single-family allowance for loan losses:
Beginning balance	$	(18,523	)	$	(21,938	)	$	(18,849	)	$	(23,283	)
Benefit for loan losses ⁽¹⁾	1,270			1,185			1,192			1,605
Charge-offs	731			689			1,196			1,729
Recoveries	(64		)	(146		)	(124		)	(231		)
Other ⁽²⁾	(16		)	(8		)	(17		)	(38		)
Ending balance	$	(16,602	)	$	(20,218	)	$	(16,602	)	$	(20,218	)
Multifamily allowance for loan losses:
Beginning balance	$	(211	)	$	(191	)	$	(235	)	$	(182	)
Benefit for loan losses ⁽¹⁾	—			11			20			2
Charge-offs	1			—			5			—
Recoveries	—			(1		)	—			(1		)
Ending balance	$	(210	)	$	(181	)	$	(210	)	$	(181	)
Total allowance for loan losses:
Beginning balance	$	(18,734	)	$	(22,129	)	$	(19,084	)	$	(23,465	)
Benefit for loan losses ⁽¹⁾	1,270			1,196			1,212			1,607
Charge-offs	732			689			1,201			1,729
Recoveries	(64		)	(147		)	(124		)	(232		)
Other ⁽²⁾	(16		)	(8		)	(17		)	(38		)
Ending balance	$	(16,812	)	$	(20,399	)	$	(16,812	)	$	(20,399	)

__________


⁽¹⁾	Benefit for loan losses is included in “ Benefit for credit losses ” in our condensed consolidated statements of operations and comprehensive income.


⁽²⁾	Amounts represent the portion of benefit for loan losses, charge-offs and recoveries that are not a part of the allowance for loan losses.



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		65



	Notes to Condensed Consolidated Financial Statements \| Allowance for Loan Losses

The following table displays the allowance for loan losses and recorded investment in our HFI loans by impairment or allowance methodology and portfolio segment, excluding loans for which we have elected the fair value option.



	As of
	June 30, 2018									December 31, 2017
	Single-Family			Multifamily			Total			Single-Family			Multifamily			Total
	(Dollars in millions)
Allowance for loan losses by segment:
Individually impaired loans ⁽¹⁾	$	(15,882	)	$	(39	)	$	(15,921	)	$	(17,247	)	$	(42	)	$	(17,289	)
Collectively reserved loans	(720		)	(171		)	(891		)	(1,602		)	(193		)	(1,795		)
Total allowance for loan losses	$	(16,602	)	$	(210	)	$	(16,812	)	$	(18,849	)	$	(235	)	$	(19,084	)

Recorded investment in loans by segment:
Individually impaired loans ⁽¹⁾	$	128,959		$	586		$	129,545		$	135,191		$	590		$	135,781
Collectively reserved loans	2,803,080			276,881			3,079,961			2,787,783			266,411			3,054,194
Total recorded investment in loans	$	2,932,039		$	277,467		$	3,209,506		$	2,922,974		$	267,001		$	3,189,975

__________


⁽¹⁾	Includes acquired credit-impaired loans.

5 . Investments in Securities

Trading Securities

Trading securities are recorded at fair value with subsequent changes in fair value recorded as “ Fair value gains (losses), net ” in our condensed consolidated statements of operations and comprehensive income. The following table displays our investments in trading securities.



	As of
	June 30, 2018			December 31, 2017
	(Dollars in millions)
Mortgage-related securities:
Fannie Mae ⁽¹⁾		$	1,696		$	3,876
Other agency		3,494			1,118
Alt-A and subprime private-label securities ⁽¹⁾		1,430			453
Commercial mortgage-backed securities (“CMBS”)		—			9
Mortgage revenue bonds		1			1
Total mortgage-related securities		6,621			5,457
Non-mortgage-related securities:
U.S. Treasury securities		35,663			29,222
Other securities		97			—
Total non-mortgage-related securities		35,760			29,222
Total trading securities		$	42,381		$	34,679

__________


⁽¹⁾	The increase in Alt-A and subprime private-label securities and the corresponding decrease in Fannie Mae securities from December 31, 2017 to June 30, 2018 was due to the dissolution of a Fannie Mae-wrapped private-label securities trust in the first quarter of 2018.



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		66



	Notes to Condensed Consolidated Financial Statements \| Investments in Securities

The following table displays information about our net trading gains (losses).



	For the Three Months Ended June 30,					For the Six Months Ended June 30,
	For the Three Months Ended June 30,					For the Six Months Ended June 30,
	2018		2017			2018		2017
	(Dollars in millions)
Net trading gains	$	21	$	18		$	119	$	86
Net trading gains (losses) recognized in the period related to securities still held at period end	1		(7		)	48		71

Available-for-Sale Securities

We record available-for-sale (“AFS”) securities at fair value with unrealized gains and losses, recorded net of tax, as a component of “ Other comprehensive income (loss) ” and we recognize realized gains and losses from the sale of AFS securities in “ Investment gains, net ” in our condensed consolidated statements of operations and comprehensive income.

The following table displays the gross realized gains and proceeds on sales of AFS securities.



	For the Three Months				For the Six Months
	Ended June 30,				Ended June 30,
	2018		2017		2018		2017
	(Dollars in millions)
Gross realized gains	$	—	$	227	$	363	$	230
Total proceeds (excludes initial sale of securities from new portfolio securitizations)	6		799		641		894

The following tables display the amortized cost, gross unrealized gains and losses, and fair value by major security type for AFS securities.



	As of June 30, 2018
	Total Amortized Cost ⁽¹⁾			Gross Unrealized Gains			Gross Unrealized Losses ⁽²⁾				Total Fair Value
	(Dollars in millions)
Fannie Mae		$	1,866		$	72		$	(34	)	$	1,904
Other agency		279			19			—			298
Alt-A and subprime private-label securities		357			292			—			649
Mortgage revenue bonds		494			16			(4		)	506
Other mortgage-related securities		342			24			—			366
Total		$	3,338		$	423		$	(38	)	$	3,723



	As of December 31, 2017
	Total Amortized Cost ⁽¹⁾			Gross Unrealized Gains			Gross Unrealized Losses ⁽²⁾				Total Fair Value
	(Dollars in millions)
Fannie Mae		$	2,044		$	102		$	(27	)	$	2,119
Other agency		332			25			—			357
Alt-A and subprime private-label securities		662			652			—			1,314
CMBS		15			—			—			15
Mortgage revenue bonds		655			20			(4		)	671
Other mortgage-related securities		350			17			—			367
Total		$	4,058		$	816		$	(31	)	$	4,843



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		67



	Notes to Condensed Consolidated Financial Statements \| Investments in Securities

__________


⁽¹⁾	Amortized cost consists of unpaid principal balance, unamortized premiums, discounts and other cost basis adjustments, as well as net other-than-temporary impairments (“OTTI”) recognized in “ Investment gains, net ” in our condensed consolidated statements of operations and comprehensive income.


⁽²⁾	Represents the gross unrealized losses on securities for which we have not recognized OTTI, as well as the noncredit component of OTTI and cumulative changes in fair value of securities for which we previously recognized the credit component of OTTI in “ Accumulated other comprehensive income ” in our condensed consolidated balance sheets.

The following tables display additional information regarding gross unrealized losses and fair value by major security type for AFS securities in an unrealized loss position.



	As of June 30, 2018
	Less Than 12 Consecutive Months						12 Consecutive Months or Longer
	Gross Unrealized Losses				Fair Value		Gross Unrealized Losses				Fair Value
	(Dollars in millions)
Fannie Mae		$	(5	)	$	190		$	(29	)	$	419
Mortgage revenue bonds		(1		)	29			(3		)	3
Total		$	(6	)	$	219		$	(32	)	$	422

	As of December 31, 2017
	Less Than 12 Consecutive Months						12 Consecutive Months or Longer
	Gross Unrealized Losses				Fair Value		Gross Unrealized Losses				Fair Value
	(Dollars in millions)
Fannie Mae		$	(1	)	$	134		$	(26	)	$	461
Mortgage revenue bonds		—			—			(4		)	3
Total		$	(1	)	$	134		$	(30	)	$	464

Other-Than-Temporary Impairments

The balance of the unrealized credit loss component of AFS debt securities held by us and recognized in our condensed consolidated statements of operations and comprehensive income was $733 million , $729 million and $1.1 billion as of June 30, 2018 , March 31, 2018 and December 31, 2017 , respectively. The decrease in the six months ended June 30, 2018 was primarily driven by securities no longer held in our portfolio at period end.

The balance of the unrealized credit loss component of AFS debt securities held by us and recognized in our condensed consolidated statements of operations and comprehensive income was $1.8 billion as of June 30, 2017 and March 31, 2017 , and $1.9 billion as of December 31, 2016 . The decrease in the six months ended June 30, 2017 was primarily driven by securities no longer held in our portfolio at period end.



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		68



	Notes to Condensed Consolidated Financial Statements \| Investments in Securities

Maturity Information

The following table displays the amortized cost and fair value of our AFS securities by major security type and remaining contractual maturity, assuming no principal prepayments. The contractual maturity of mortgage-backed securities is not a reliable indicator of their expected life because borrowers generally have the right to prepay their obligations at any time.



	As of June 30, 2018
	Total Amortized Cost			Total Fair Value		One Year or Less					After One Year Through Five Years					After Five Years Through Ten Years					After Ten Years
	Total Amortized Cost			Total Fair Value		Amortized Cost			Fair Value		Amortized Cost			Fair Value		Amortized Cost			Fair Value		Amortized Cost			Fair Value
	(Dollars in millions)
Fannie Mae		$	1,866	$	1,904		$	—	$	—		$	12	$	12		$	80	$	85		$	1,774	$	1,807
Other agency		279		298			2		2			11		11			44		47			222		238
Alt-A and subprime private-label securities		357		649			—		—			—		—			—		—			357		649
Mortgage revenue bonds		494		506			4		4			33		33			61		61			396		408
Other mortgage-related securities		342		366			—		—			—		—			6		6			336		360
Total		$	3,338	$	3,723		$	6	$	6		$	56	$	56		$	191	$	199		$	3,085	$	3,462

6 . Financial Guarantees

We recognize a guaranty obligation for our obligation to stand ready to perform on our guarantees to unconsolidated trusts and other guaranty arrangements. These off-balance sheet guarantees expose us to credit losses primarily relating to the unpaid principal balance of our unconsolidated Fannie Mae MBS and other financial guarantees. The remaining contractual terms of our guarantees range from 1 day to 34 years ; however, the actual term of each guaranty may be significantly less than the contractual term based on the prepayment characteristics of the related mortgage loans. The following table displays our maximum exposure, guaranty obligation recognized in our condensed consolidated balance sheets, and the maximum potential recovery from third parties through available credit enhancements and recourse related to our financial guarantees.



	As of
	June 30, 2018						December 31, 2017
	Maximum Exposure		Guaranty Obligation		Maximum Recovery ⁽¹⁾		Maximum Exposure		Guaranty Obligation		Maximum Recovery ⁽¹⁾
	(Dollars in millions)
Unconsolidated Fannie Mae MBS	$	7,680	$	30	$	7,054	$	10,876	$	127	$	7,340
Other guaranty arrangements ⁽²⁾	13,824		133		2,320		14,265		131		2,404
Total	$	21,504	$	163	$	9,374	$	25,141	$	258	$	9,744

__________


⁽¹⁾	Recoverability of such credit enhancements and recourse is subject to, among other factors, our mortgage insurers’ and financial guarantors’ ability to meet their obligations to us. For information on our mortgage insurers and financial guarantors, see “Note 13, Concentrations of Credit Risk” in our 2017 Form 10-K and “ Note 11, Concentrations of Credit Risk ” in this report.


⁽²⁾	Primarily consists of credit enhancements and long-term standby commitments.



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		69



	Notes to Condensed Consolidated Financial Statements \| Short-Term and Long-Term Debt

7 . Short-Term and Long-Term Debt

Short-Term Debt

The following table displays our outstanding short-term debt (debt with an original contractual maturity of one year or less) and weighted-average interest rates of this debt.



	As of
	June 30, 2018				December 31, 2017
	Outstanding		Weighted- Average Interest Rate ⁽¹⁾		Outstanding		Weighted- Average Interest Rate ⁽¹⁾
	(Dollars in millions)
Short-term debt of Fannie Mae	$	25,726	1.86	%	$	33,377	1.18	%
Debt of consolidated trusts	339		1.88		379		1.11
Total short-term debt	$	26,065	1.86	%	$	33,756	1.18	%

__________


⁽¹⁾	Includes the effects of discounts, premiums and other cost basis adjustments.

Intraday Line of Credit

We use a secured intraday funding line of credit provided by a large financial institution. We post collateral which, in some circumstances, the secured party has the right to repledge to third parties. As this line of credit is an uncommitted intraday loan facility, we may be unable to draw on it if and when needed. The line of credit under this facility was $15.0 billion as of June 30, 2018 and December 31, 2017 .

Long-Term Debt

Long-term debt represents debt with an original contractual maturity of greater than one year. The following table displays our outstanding long-term debt.



	As of
	June 30, 2018					December 31, 2017
	Maturities	Outstanding		Weighted- Average Interest Rate ⁽¹⁾		Maturities	Outstanding		Weighted- Average Interest Rate ⁽¹⁾
	(Dollars in millions)
Senior fixed:
Benchmark notes and bonds	2018 - 2030	$	116,563	2.28	%	2018 - 2030	$	123,541	2.11	%
Medium-term notes ⁽²⁾	2018 - 2026	69,986		1.46		2018 - 2026	75,901		1.41
Other ⁽³⁾	2018 - 2038	6,876		4.66		2018 - 2038	7,421		4.84
Total senior fixed		193,425		2.06			206,863		1.95
Senior floating:
Medium-term notes ⁽²⁾	2019 - 2020	1,175		1.86		2018 - 2020	8,425		1.36
Connecticut Avenue Securities ⁽⁴⁾	2023 - 2030	24,589		5.66		2023 - 2030	22,527		5.18
Other ⁽⁵⁾	2020 - 2037	354		9.00		2020 - 2037	376		6.36
Total senior floating		26,118		5.54			31,328		4.14
Subordinated debentures	2019	5,357		9.96		2019	5,106		9.93
Secured borrowings ⁽⁶⁾	2021 - 2022	64		1.66		2021 - 2022	78		1.70
Total long-term debt of Fannie Mae ⁽⁷⁾		224,964		2.66			243,375		2.40
Debt of consolidated trusts	2018 - 2057	3,086,460		2.84		2018 - 2057	3,052,923		2.80
Total long-term debt		$	3,311,424	2.83	%		$	3,296,298	2.77	%

__________


⁽¹⁾	Includes the effects of discounts, premiums and other cost basis adjustments.



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		70



	Notes to Condensed Consolidated Financial Statements \| Short-Term and Long-Term Debt


⁽²⁾	Includes long-term debt with an original contractual maturity of greater than 1 year and up to 10 years, excluding zero-coupon debt.


⁽³⁾	Includes other long-term debt with an original contractual maturity of greater than 10 years and foreign exchange bonds.


⁽⁴⁾	Credit risk-sharing securities that transfer a portion of the credit risk on specified pools of single-family mortgage loans to the investors in these securities, a portion of which is reported at fair value.


⁽⁵⁾	Consists of structured debt instruments that are reported at fair value.


⁽⁶⁾	Represents our remaining liability resulting from the transfer of financial assets from our condensed consolidated balance sheets that did not qualify as a sale under the accounting guidance for the transfer of financial instruments.


⁽⁷⁾	Includes unamortized discounts and premiums, other cost basis adjustments and fair value adjustments of $517 million and $752 million as of June 30, 2018 and December 31, 2017 , respectively.

8 . Derivative Instruments

Derivative instruments are an integral part of our strategy in managing interest rate risk. Derivative instruments may be privately-negotiated, bilateral contracts, or they may be listed and traded on an exchange. We refer to our derivative transactions made pursuant to bilateral contracts as our over-the-counter (“OTC”) derivative transactions and our derivative transactions accepted for clearing by a derivatives clearing organization as our cleared derivative transactions. We typically do not settle the notional amount of our risk management derivatives; rather, notional amounts provide the basis for calculating actual payments or settlement amounts. The derivatives we use for interest rate risk management purposes consist primarily of interest rate swaps and interest rate options.

We enter into various forms of credit risk sharing agreements, including credit risk transfer transactions, swap credit enhancements and mortgage insurance contracts, that we account for as derivatives. The majority of our credit-related derivatives are credit risk transfer transactions, whereby a portion of the credit risk associated with losses on a reference pool of mortgage loans is transferred to a third party.

We enter into forward purchase and sale commitments that lock in the future delivery of mortgage loans and mortgage-related securities at a fixed price or yield. Certain commitments to purchase mortgage loans and purchase or sell mortgage-related securities meet the criteria of a derivative. We typically settle the notional amount of our mortgage commitments that are accounted for as derivatives.

We recognize all derivatives as either assets or liabilities in our condensed consolidated balance sheets at their fair value on a trade date basis. Fair value amounts, which are netted to the extent a legal right of offset exists and is enforceable by law at the counterparty level and are inclusive of the right or obligation associated with the cash collateral posted or received, are recorded in “Other assets” or “Other liabilities” in our condensed consolidated balance sheets. See “ Note 13, Fair Value ” for additional information on derivatives recorded at fair value. We present cash flows from derivatives as operating activities in our condensed consolidated statements of cash flows.



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		71



	Notes to Condensed Consolidated Financial Statements \| Derivative Instruments

Notional and Fair Value Position of our Derivatives

The following table displays the notional amount and estimated fair value of our asset and liability derivative instruments.



	As of June 30, 2018										As of December 31, 2017
	Asset Derivatives					Liability Derivatives					Asset Derivatives					Liability Derivatives
	Notional Amount		Estimated Fair Value			Notional Amount		Estimated Fair Value			Notional Amount		Estimated Fair Value			Notional Amount		Estimated Fair Value
	(Dollars in millions)
Risk management derivatives:
Swaps:
Pay-fixed	$	93,391	$	723		$	19,845	$	(674	)	$	52,732	$	772		$	70,211	$	(2,120	)
Receive-fixed	106,673		1,123			63,209		(1,296		)	31,671		2,391			138,852		(1,764		)
Basis	273		98			600		—			873		124			—		—
Foreign currency	229		37			231		(59		)	234		59			236		(56		)
Swaptions:
Pay-fixed	11,525		254			600		(2		)	9,750		95			4,000		(20		)
Receive-fixed	500		19			7,375		(336		)	250		13			9,250		(304		)
Other ⁽¹⁾	24,716		20			—		(1		)	13,240		22			7,315		(1		)
Total gross risk management derivatives	237,307		2,274			91,860		(2,368		)	108,750		3,476			229,864		(4,265		)
Accrued interest receivable (payable)	—		418			—		(438		)	—		835			—		(814		)
Netting adjustment ⁽²⁾	—		(2,608		)	—		2,756			—		(4,272		)	—		4,979
Total net risk management derivatives	$	237,307	$	84		$	91,860	$	(50	)	$	108,750	$	39		$	229,864	$	(100	)
Mortgage commitment derivatives:
Mortgage commitments to purchase whole loans	$	6,025	$	20		$	1,506	$	(1	)	$	4,143	$	9		$	1,570	$	(2	)
Forward contracts to purchase mortgage-related securities	80,636		263			11,060		(16		)	45,925		108			21,099		(21		)
Forward contracts to sell mortgage-related securities	5,498		5			134,031		(537		)	19,320		15			85,556		(205		)
Total mortgage commitment derivatives	92,159		288			146,597		(554		)	69,388		132			108,225		(228		)
Derivatives at fair value	$	329,466	$	372		$	238,457	$	(604	)	$	178,138	$	171		$	338,089	$	(328	)

__________


⁽¹⁾	Includes credit risk transfer transactions, futures, swap credit enhancements and mortgage insurance contracts that we account for as derivatives.

⁽²⁾

The netting adjustment represents the effect of the legal right to offset under legally enforceable master netting arrangements to settle with the same counterparty on a net basis, including cash collateral posted and received. Cash collateral posted was $742 million and $1.4 billion as of June 30, 2018 and December 31, 2017 , respectively. Cash collateral received was $594 million and $649 million as of June 30, 2018 and December 31, 2017 , respectively.



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		72



	Notes to Condensed Consolidated Financial Statements \| Derivative Instruments

We record all derivative gains and losses, including accrued interest, in “ Fair value gains (losses), net ” in our condensed consolidated statements of operations and comprehensive income. The following table displays, by type of derivative instrument, the fair value gains and losses, net on our derivatives.



	For the Three Months						For the Six Months
	Ended June 30,						Ended June 30,
	2018			2017			2018			2017
	(Dollars in millions)
Risk management derivatives:
Swaps:
Pay-fixed	$	967		$	(691	)	$	3,750		$	—
Receive-fixed	(597		)	639			(2,984		)	322
Basis	(3		)	16			(26		)	23
Foreign currency	(41		)	11			(25		)	23
Swaptions:
Pay-fixed	36			(48		)	165			(48		)
Receive-fixed	(22		)	(8		)	(38		)	(26		)
Other	(16		)	3			(4		)	(5		)
Net accrual of periodic settlements	(286		)	(224		)	(501		)	(479		)
Total risk management derivatives fair value gains (losses), net	38			(302		)	337			(190		)
Mortgage commitment derivatives fair value gains (losses), net	(76		)	(192		)	488			(272		)
Total derivatives fair value gains (losses), net	$	(38	)	$	(494	)	$	825		$	(462	)

Derivative Counterparty Credit Exposure

Our derivative counterparty credit exposure relates principally to interest rate derivative contracts. We are exposed to the risk that a counterparty in a derivative transaction will default on payments due to us, which may require us to seek a replacement derivative from a different counterparty. This replacement may be at a higher cost, or we may be unable to find a suitable replacement. We manage our derivative counterparty credit exposure relating to our risk management derivative transactions mainly through enforceable master netting arrangements, which allow us to net derivative assets and liabilities with the same counterparty or clearing organization and clearing member. For our OTC derivative transactions, we require counterparties to post collateral, which may include cash, U.S. Treasury securities, agency debt and agency mortgage-related securities.

See “ Note 12, Netting Arrangements ” for information on our rights to offset assets and liabilities.

9 . Segment Reporting

We have two reportable business segments: Single-Family and Multifamily. Results of our two business segments are intended to reflect each segment as if it were a stand-alone business. The sum of the results for our two business segments equals our condensed consolidated results of operations.



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		73



	Notes to Condensed Consolidated Financial Statements \| Segment Reporting

The following table displays our segment results.



	For the Three Months Ended June 30,
	2018									2017
	Single-Family			Multifamily			Total			Single-Family			Multifamily			Total
	(Dollars in millions)
Net interest income ⁽¹⁾	$	4,723		$	654		$	5,377		$	4,366		$	636		$	5,002
Fee and other income ⁽²⁾	69			170			239			111			242			353
Net revenues	4,792			824			5,616			4,477			878			5,355
Investment gains, net ⁽³⁾	252			25			277			321			64			385
Fair value gains (losses), net ⁽⁴⁾	278			(49		)	229			(685		)	(6		)	(691		)
Administrative expenses	(649		)	(106		)	(755		)	(600		)	(86		)	(686		)
Credit-related income (expense) ⁽⁵⁾
Benefit for credit losses	1,295			1			1,296			1,255			12			1,267
Foreclosed property expense	(136		)	(3		)	(139		)	(32		)	(2		)	(34		)
Total credit-related income (expense)	1,159			(2		)	1,157			1,223			10			1,233
TCCA fees ⁽⁶⁾	(565		)	—			(565		)	(518		)	—			(518		)
Other expenses, net	(270		)	(96		)	(366		)	(155		)	(136		)	(291		)
Income before federal income taxes	4,997			596			5,593			4,063			724			4,787
Provision for federal income taxes	(1,044		)	(92		)	(1,136		)	(1,401		)	(186		)	(1,587		)
Net income	$	3,953		$	504		$	4,457		$	2,662		$	538		$	3,200



	For the Six Months Ended June 30,
	2018									2017
	Single-Family			Multifamily			Total			Single-Family			Multifamily			Total
	(Dollars in millions)
Net interest income ⁽¹⁾	$	9,284		$	1,325		$	10,609		$	9,122		$	1,226		$	10,348
Fee and other income ⁽²⁾	227			332			559			187			415			602
Net revenues	9,511			1,657			11,168			9,309			1,641			10,950
Investment gains, net ⁽³⁾	494			33			527			271			105			376
Fair value gains (losses), net ⁽⁴⁾	1,312			(38		)	1,274			(697		)	(34		)	(731		)
Administrative expenses	(1,292		)	(213		)	(1,505		)	(1,201		)	(169		)	(1,370		)
Credit-related income (expense) ⁽⁵⁾
Benefit for credit losses	1,491			22			1,513			1,655			8			1,663
Foreclosed property expense	(298		)	(3		)	(301		)	(248		)	(3		)	(251		)
Total credit-related income	1,193			19			1,212			1,407			5			1,412
TCCA fees ⁽⁶⁾	(1,122		)	—			(1,122		)	(1,021		)	—			(1,021		)
Other expenses, net	(402		)	(167		)	(569		)	(411		)	(262		)	(673		)
Income before federal income taxes	9,694			1,291			10,985			7,657			1,286			8,943
Provision for federal income taxes	(2,060		)	(207		)	(2,267		)	(2,653		)	(317		)	(2,970		)
Net income	$	7,634		$	1,084		$	8,718		$	5,004		$	969		$	5,973



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		74



	Notes to Condensed Consolidated Financial Statements \| Segment Reporting

__________

⁽¹⁾

Net interest income primarily consists of guaranty fees received as compensation for assuming and managing the credit risk on loans underlying Fannie Mae MBS held by third parties for the respective business segment, and the difference between the interest income earned on the respective business segment’s mortgage assets in our retained mortgage portfolio and the interest expense associated with the debt funding those assets. Revenues from single-family guaranty fees include revenues generated by the 10 basis point increase in guaranty fees pursuant to TCCA.

⁽²⁾

Single-Family fee and other income primarily consists of compensation for engaging in structured transactions and providing other lender services, and income resulting from settlement agreements resolving certain claims relating to private-label securities we purchased or that we have guaranteed. Multifamily fee and other income consists of fees associated with multifamily business activities, including yield maintenance income.


⁽³⁾	Investment gains and losses primarily consists of gains and losses on the sale of mortgage assets for the respective business segment.

⁽⁴⁾

Single-Family fair value gains and losses primarily consist of fair value gains and losses on risk management and mortgage commitment derivatives, trading securities and other financial instruments associated with our single-family total book of business. Multifamily fair value gains and losses primarily consist of fair value gains and losses on MBS commitment derivatives, trading securities and other financial instruments associated with our multifamily total book of business.


⁽⁵⁾	Credit-related income or expense is based on the guaranty book of business of the respective business segment and consists of the applicable segment’s benefit or provision for credit losses and foreclosed property expense on loans underlying the segment’s guaranty book of business.


⁽⁶⁾	Consists of the portion of our single-family guaranty fees that is remitted to Treasury pursuant to the TCCA.

10 . Equity

The following table displays the activity in other comprehensive income (loss) , net of tax, by major categories.



	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	2018			2017			2018			2017
	(Dollars in millions)
Net income	$	4,457		$	3,200		$	8,718		$	5,973
Other comprehensive income (loss), net of tax effect:
Changes in net unrealized gains (losses) on AFS securities (net of tax of $1 and $6, respectively, for the three months ended and net of tax of $14 and $11, respectively, for the six months ended)	4			11			(53		)	20
Reclassification adjustments for gains on AFS securities and other-than-temporary impairment (“OTTI”) recognized in net income (net of tax of $0 and $50, respectively, for the three months ended and $70 and $51, respectively, for the six months ended)	—			(92		)	(263		)	(93		)
Other	(2		)	(2		)	(5		)	(4		)
Total other comprehensive income (loss)	2			(83		)	(321		)	(77		)
Total comprehensive income	$	4,459		$	3,117		$	8,397		$	5,896

The following table displays our accumulated other comprehensive income , net of tax, by major categories.



	As of
	June 30,			December 31,
	2018			2017
	(Dollars in millions)
Net unrealized gains on AFS securities for which we have not recorded OTTI		$	50		$	87
Net unrealized gains on AFS securities for which we have recorded OTTI		254			423
Other		45			43
Accumulated other comprehensive income		$	349		$	553



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		75



	Notes to Condensed Consolidated Financial Statements \| Equity

The following table displays changes in accumulated other comprehensive income , net of tax.



	For the Three Months Ended June 30,																	For the Six Months Ended June 30,
	2018								2017									2018									2017
	AFS ⁽¹⁾		Other			Total			AFS ⁽¹⁾			Other			Total			AFS ⁽¹⁾			Other			Total			AFS ⁽¹⁾			Other			Total
	(Dollars in millions)
Beginning balance	$	300	$	47		$	347		$	724		$	41		$	765		$	510		$	43		$	553		$	716		$	43		$	759
Reclassification of accumulated other comprehensive income to retained earnings resulting from the enactment of the Tax Cuts and Jobs Act ⁽²⁾	—		—			—			—			—			—			110			7			117			—			—			—
Other comprehensive income (loss) before reclassifications	4		—			4			11			—			11			(53		)	—			(53		)	20			—			20
Amounts reclassified from other comprehensive income (loss)	—		(2		)	(2		)	(92		)	(2		)	(94		)	(263		)	(5		)	(268		)	(93		)	(4		)	(97		)
Net other comprehensive income (loss)	4		(2		)	2			(81		)	(2		)	(83		)	(316		)	(5		)	(321		)	(73		)	(4		)	(77		)
Ending balance	$	304	$	45		$	349		$	643		$	39		$	682		$	304		$	45		$	349		$	643		$	39		$	682

__________


⁽¹⁾	The amounts reclassified from accumulated other comprehensive income represent the gain or loss recognized in earnings due to a sale of an AFS security or the recognition of a net impairment recognized in earnings, which are recorded in “ Investment gains, net ” in our condensed consolidated statements of operations and comprehensive income.


⁽²⁾	Reclassification from accumulated other comprehensive income to retained earnings of the tax effects resulting from the enactment of tax legislation on December 22, 2017 that reduced the federal corporate income tax rate from 35% to 21% effective January 1, 2018 . This amount is not included in Net other comprehensive income (loss) for the period ending June 30, 2018 .

11 . Concentrations of Credit Risk

Risk Characteristics of our Guaranty Book of Business

One of the measures by which we gauge our performance risk under our guaranty is the delinquency status of the mortgage loans we hold in our retained mortgage portfolio, or in the case of mortgage-backed securities, the mortgage loans underlying the related securities.

For single-family loans, management monitors the serious delinquency rate, which is the percentage of single-family loans 90 days or more past due or in the foreclosure process, and loans that have higher risk characteristics, such as high mark-to-market LTV ratios.

For multifamily loans, management monitors the serious delinquency rate, which is the percentage of multifamily loans, based on unpaid principal balance, that are 60 days or more past due, and other loans that have higher risk characteristics, to determine our overall credit quality indicator. Higher risk characteristics include, but are not limited to, current debt service coverage ratio (“DSCR”) below 1.0 and high original LTV ratios. We stratify multifamily loans into different internal risk categories based on the credit risk inherent in each individual loan.

For single-family and multifamily loans, we use this information, in conjunction with housing market and economic conditions, to structure our pricing and our eligibility and underwriting criteria to reflect the current risk of loans with these higher-risk characteristics, and in some cases we decide to significantly reduce our participation in riskier loan product categories. Management also uses this data together with other credit risk measures to identify key trends that guide the development of our loss mitigation strategies.



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		76



	Notes to Condensed Consolidated Financial Statements \| Concentrations of Credit Risk

The following tables display the delinquency status and serious delinquency rates for specified loan categories of our single-family conventional and total multifamily guaranty book of business.



	As of
	June 30, 2018 ⁽¹⁾						December 31, 2017 ⁽¹⁾
	30 Days Delinquent		60 Days Delinquent		Seriously Delinquent ⁽²⁾		30 Days Delinquent		60 Days Delinquent		Seriously Delinquent ⁽²⁾
Percentage of single-family conventional guaranty book of business ⁽³⁾	1.14	%	0.29	%	0.90	%	1.42	%	0.43	%	1.15	%
Percentage of single-family conventional loans ⁽⁴⁾	1.34		0.34		0.97		1.63		0.50		1.24



	As of
	June 30, 2018 ⁽¹⁾				December 31, 2017 ⁽¹⁾
	Percentage of Single-Family Conventional Guaranty Book of Business ⁽³⁾		Seriously Delinquent Rate ⁽²⁾		Percentage of Single-Family Conventional Guaranty Book of Business ⁽³⁾		Seriously Delinquent Rate ⁽²⁾
Estimated mark-to-market loan-to-value ratio:
Greater than 100%	1	%	11.41	%	1	%	11.70	%
Geographical distribution:
California	19		0.36		19		0.42
Florida	6		2.51		6		3.71
New Jersey	4		1.68		4		2.15
New York	5		1.66		5		2.02
All other states	66		0.88		66		1.09
Product distribution:
Alt-A	2		4.21		2		4.95
Vintages:
2004 and prior	3		3.00		4		3.28
2005-2008	6		5.54		6		6.55
2009-2018	91		0.41		90		0.53

__________


⁽¹⁾	Consists of the portion of our single-family conventional guaranty book of business for which we have detailed loan level information, which constituted approximately 99% of our total single-family conventional guaranty book of business as of June 30, 2018 and December 31, 2017 .


⁽²⁾	Consists of single-family conventional loans that were 90 days or more past due or in the foreclosure process as of June 30, 2018 and December 31, 2017 .


⁽³⁾	Calculated based on the aggregate unpaid principal balance of single-family conventional loans for each category divided by the aggregate unpaid principal balance of loans in our single-family conventional guaranty book of business.


⁽⁴⁾	Calculated based on the number of single-family conventional loans that were delinquent divided by the total number of loans in our single-family conventional guaranty book of business.



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		77



	Notes to Condensed Consolidated Financial Statements \| Concentrations of Credit Risk



	As of
	June 30, 2018 ⁽¹⁾⁽²⁾				December 31, 2017 ⁽¹⁾⁽²⁾
	30 Days Delinquent		Seriously Delinquent ⁽³⁾		30 Days Delinquent		Seriously Delinquent ⁽³⁾
Percentage of multifamily guaranty book of business	0.01	%	0.10	%	0.03	%	0.11	%



	As of
	June 30, 2018				December 31, 2017
	Percentage of Multifamily Guaranty Book of Business ⁽²⁾		Percentage Seriously Delinquent ⁽³⁾⁽⁴⁾		Percentage of Multifamily Guaranty Book of Business ⁽²⁾		Percentage Seriously Delinquent ⁽³⁾⁽⁴⁾
Original LTV ratio:
Greater than 80%	1	%	0.19	%	2	%	0.21	%
Less than or equal to 80%	99		0.10		98		0.11
Current DSCR less than 1.0 ⁽⁵⁾	2		3.25		2		1.96

__________


⁽¹⁾	Consists of the portion of our multifamily guaranty book of business for which we have detailed loan level information, which constituted approximately 99% of our total multifamily guaranty book of business as of June 30, 2018 and December 31, 2017 , excluding loans that have been defeased.


⁽²⁾	Calculated based on the aggregate unpaid principal balance of multifamily loans for each category divided by the aggregate unpaid principal balance of loans in our multifamily guaranty book of business.


⁽³⁾	Consists of multifamily loans that were 60 days or more past due as of the dates indicated.


⁽⁴⁾	Calculated based on the unpaid principal balance of multifamily loans that were seriously delinquent divided by the aggregate unpaid principal balance of multifamily loans for each category included in our guaranty book of business.


⁽⁵⁾	Our estimates of current DSCRs are based on the latest available income information for these properties. Although we use the most recently available results of our multifamily borrowers, there is a lag in reporting, which typically can range from 3 to 6 months but in some cases may be longer.

Other Concentrations

Mortgage Insurers. Mortgage insurance “risk in force” refers to our maximum potential loss recovery under the applicable mortgage insurance policies in force and is generally based on the loan level insurance coverage percentage and, if applicable, any aggregate pool loss limit, as specified in the policy.

The following table displays our total mortgage insurance risk in force by primary and pool insurance, as well as the total risk in force mortgage insurance coverage as a percentage of the single-family guaranty book of business.



	As of
	June 30, 2018			December 31, 2017
	Risk in Force		Percentage of Single-Family Guaranty Book of Business	Risk in Force		Percentage of Single-Family Guaranty Book of Business
	(Dollars in millions)
Mortgage insurance risk in force:
Primary mortgage insurance	$	144,023		$	137,941
Pool mortgage insurance	432			519
Total mortgage insurance risk in force	$	144,455	5%	$	138,460	5%



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		78



	Notes to Condensed Consolidated Financial Statements \| Concentrations of Credit Risk

The table below displays 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 guaranty book of business.



	Percentage of Total Risk in Force Mortgage Insurance Coverage
	As of
	June 30, 2018		December 31, 2017
Counterparty: ⁽¹⁾
Arch Capital Group Ltd. ⁽²⁾	25	%	25	%
Radian Guaranty, Inc.	21		21
Mortgage Guaranty Insurance Corp.	19		19
Genworth Mortgage Insurance Corp.	15		15
Essent Guaranty, Inc.	11		11
Others	9		9
Total	100	%	100	%

__________


⁽¹⁾	Insurance coverage amounts provided for each counterparty may include coverage provided by affiliates and subsidiaries of the counterparty.


⁽²⁾	Arch Capital Group Ltd. is the parent company of Arch Mortgage Insurance Co. and United Guaranty Residential Insurance Co.

Three of our mortgage insurer counterparties that are currently not approved to write new business are in run-off: PMI Mortgage Insurance Co. (“PMI”), Triad Guaranty Insurance Corporation (“Triad”) and Republic Mortgage Insurance Company (”RMIC”). Entering run-off may close off a source of profits and liquidity that may have otherwise assisted a mortgage insurer in paying claims under insurance policies, and could also cause the quality and speed of its claims processing to deteriorate. These three mortgage insurers provided a combined $5.4 billion , or 4% , of our risk in force mortgage insurance coverage of our single-family guaranty book of business as of June 30, 2018 .

PMI and Triad have been paying only a portion of policyholder claims and deferring the remaining portion. PMI is currently paying 72.5% of claims under its mortgage insurance policies in cash and is deferring the remaining 27.5% , and Triad is currently paying 75% of claims in cash and deferring the remaining 25% . It is uncertain whether PMI or Triad will be permitted in the future to pay any remaining deferred policyholder claims and/or increase or decrease the amount of cash they pay on claims. RMIC is no longer deferring payments on policyholder claims and has paid us its previously outstanding deferred payment obligations as well as interest on those obligations; however, RMIC remains in run-off.

We have counterparty credit risk relating to the potential insolvency of, or non-performance by, mortgage insurers that insure single-family loans we purchase or guarantee. There is risk that these counterparties may fail to fulfill their obligations to pay our claims under insurance policies. If we determine that it is probable that we will not collect all of our claims from one or more of our mortgage insurer counterparties, it could increase our loss reserves, which could adversely affect our results of operations, liquidity, financial condition and net worth.

When we estimate the credit losses that are inherent in our mortgage loans and under the terms of our guaranty obligations we also consider the recoveries that we will receive on primary mortgage insurance, as mortgage insurance recoveries would reduce the severity of the loss associated with defaulted loans. We evaluate the financial condition of our mortgage insurer counterparties and adjust the contractually due recovery amounts to ensure that only probable losses as of the balance sheet date are included in our loss reserve estimate. As a result, if our assessment of one or more of our mortgage insurer counterparties’ ability to fulfill their respective obligations to us worsens, it could increase our combined loss reserves. As of June 30, 2018 and December 31, 2017 , the amount by which our estimated benefit from mortgage insurance reduced our combined loss reserves was $833 million and $989 million , respectively.



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		79



	Notes to Condensed Consolidated Financial Statements \| Concentrations of Credit Risk

We had outstanding receivables of $792 million recorded in “Other assets” in our condensed consolidated balance sheets as of June 30, 2018 and $858 million as of December 31, 2017 related to amounts claimed on insured, defaulted loans excluding government-insured loans. Of this amount, $47 million as of June 30, 2018 and $75 million as of December 31, 2017 was due from our mortgage servicers or sellers. We assessed the total outstanding receivables for collectibility, and they are recorded net of a valuation allowance of $568 million as of June 30, 2018 and $593 million as of December 31, 2017 . The valuation allowance reduces our claim receivable to the amount which is considered probable of collection as of June 30, 2018 and December 31, 2017 .

Mortgage Servicers and Sellers. Mortgage servicers collect mortgage and escrow payments from borrowers, pay taxes and insurance costs from escrow accounts, monitor and report delinquencies, and perform other required activities on our behalf. Our mortgage servicers and sellers may also be obligated to repurchase loans or foreclosed properties, reimburse us for losses or provide other remedies under certain circumstances, such as if it is determined that the mortgage loan did not meet our underwriting or eligibility requirements, if certain loan representations and warranties are violated or if mortgage insurers rescind coverage. However, under our revised representation and warranty framework, we no longer require repurchase for loans that have breaches of certain selling representations and warranties if they have met specified criteria for relief.

Our business with mortgage servicers is concentrated. The table below displays the percentage of our single-family guaranty book of business serviced by our top five depository single-family mortgage servicers and top five non-depository single-family mortgage servicers, and identifies one servicer that serviced more than 10% of our single-family guaranty book of business.



	Percentage of Single-Family Guaranty Book of Business
	As of
	June 30, 2018		December 31, 2017
Wells Fargo Bank, N.A. (together with its affiliates)	18	%	18	%
Remaining top five depository servicers	16		17
Top five non-depository servicers	21		20
Total	55	%	55	%

The table below displays the percentage of our multifamily guaranty book of business serviced by our top five multifamily mortgage servicers, and identifies two servicers that serviced 10% or more of our multifamily guaranty book of business.



	Percentage of Multifamily Guaranty Book of Business
	As of
	June 30, 2018		December 31, 2017
Wells Fargo Bank, N.A. (together with its affiliates)	14	%	14	%
Walker & Dunlop, LLC	11		12
Remaining top five servicers	23		22
Total	48	%	48	%

If a significant mortgage servicer or seller counterparty, or a number of mortgage servicers or sellers, fails to meet their obligations to us, it could increase our credit losses and credit-related expense, and adversely affect our results of operations and financial condition.

For information on credit risk associated with our derivative transactions and repurchase agreements see “ Note 8, Derivative Instruments ” and “ Note 12, Netting Arrangements .”



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		80



	Notes to Condensed Consolidated Financial Statements \| Netting Arrangements

12 . Netting Arrangements

We use master netting arrangements, which allow us to offset certain financial instruments and collateral with the same counterparty, to minimize counterparty credit exposure. The tables below display information related to derivatives, securities purchased under agreements to resell or similar arrangements, and securities sold under agreements to repurchase or similar arrangements, which are subject to an enforceable master netting arrangement or similar agreement that are either offset or not offset in our condensed consolidated balance sheets.



	As of June 30, 2018
				Gross Amount Offset ⁽¹⁾			Net Amount Presented in our Condensed Consolidated Balance Sheets					Amounts Not Offset in our Condensed Consolidated Balance Sheets
	Gross Amount			Gross Amount Offset ⁽¹⁾								Financial Instruments ⁽²⁾				Collateral ⁽³⁾				Net Amount
	(Dollars in millions)
Assets:
OTC risk management derivatives	$	2,672		$	(2,630	)		$	42				$	—			$	—		$	42
Cleared risk management derivatives	—			22				22					—				—			22
Mortgage commitment derivatives	288			—				288					(196		)		—			92
Total derivative assets	2,960			(2,608		)		352			⁽⁴⁾		(196		)		—			156
Securities purchased under agreements to resell or similar arrangements ⁽⁵⁾	27,350			—				27,350					—				(27,350		)	—
Total assets	$	30,310		$	(2,608	)		$	27,702				$	(196	)		$	(27,350	)	$	156
Liabilities:
OTC risk management derivatives	$	(2,805	)	$	2,757			$	(48	)			$	—			$	—		$	(48	)
Cleared risk management derivatives	—			(1		)		(1		)			—				1			—
Mortgage commitment derivatives	(554		)	—				(554		)			196				325			(33		)
Total derivative liabilities	(3,359		)	2,756				(603		)	⁽⁴⁾		196				326			(81		)
Total liabilities	$	(3,359	)	$	2,756			$	(603	)			$	196			$	326		$	(81	)



	As of December 31, 2017
				Gross Amount Offset ⁽¹⁾			Net Amount Presented in our Condensed Consolidated Balance Sheets					Amounts Not Offset in our Condensed Consolidated Balance Sheets
	Gross Amount			Gross Amount Offset ⁽¹⁾								Financial Instruments ⁽²⁾				Collateral ⁽³⁾			Net Amount
	(Dollars in millions)
Assets:
OTC risk management derivatives	$	2,479		$	(2,464	)		$	15				$	—		$	—		$	15
Cleared risk management derivatives	1,811			(1,808		)		3					—			—			3
Mortgage commitment derivatives	132			—				132					(117		)	(1		)	14
Total derivative assets	4,422			(4,272		)		150			⁽⁴⁾		(117		)	(1		)	32
Securities purchased under agreements to resell or similar arrangements ⁽⁵⁾	44,670			—				44,670					—			(44,670		)	—
Total assets	$	49,092		$	(4,272	)		$	44,820				$	(117	)	$	(44,671	)	$	32
Liabilities:
OTC risk management derivatives	$	(3,045	)	$	2,957			$	(88	)			$	—		$	—		$	(88	)
Cleared risk management derivatives	(2,033		)	2,022				(11		)			—			11			—
Mortgage commitment derivatives	(228		)	—				(228		)			117			93			(18		)
Total derivative liabilities	(5,306		)	4,979				(327		)	⁽⁴⁾		117			104			(106		)
Total liabilities	$	(5,306	)	$	4,979			$	(327	)			$	117		$	104		$	(106	)



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		81



	Notes to Condensed Consolidated Financial Statements \| Netting Arrangements

__________


⁽¹⁾	Represents the effect of the right to offset under legally enforceable master netting arrangements to settle with the same counterparty on a net basis, including cash collateral posted and received and accrued interest.


⁽²⁾	Mortgage commitment derivative amounts reflect where we have recognized both an asset and a liability with the same counterparty under an enforceable master netting arrangement but we have not elected to offset the related amounts in our condensed consolidated balance sheets.

⁽³⁾

Represents collateral received or posted that has not been offset in our condensed consolidated balance sheets. Does not include collateral held or posted in excess of our exposure. The fair value of non-cash collateral we pledged was $2.2 billion and $747 million as of June 30, 2018 and December 31, 2017 , respectively, which the counterparty was permitted to sell or repledge. The fair value of non-cash collateral received was $27.4 billion and $44.7 billion , of which $24.9 billion and $42.5 billion could be sold or repledged as of June 30, 2018 and December 31, 2017 , respectively. None of the underlying collateral was sold or repledged as of June 30, 2018 or December 31, 2017 .


⁽⁴⁾	Excludes derivative assets of $20 million and $21 million as of June 30, 2018 and December 31, 2017 , respectively, and derivative liabilities of $1 million as of June 30, 2018 and December 31, 2017 , recognized in our condensed consolidated balance sheets that are not subject to enforceable master netting arrangements.


⁽⁵⁾	Includes $11.1 billion and $25.2 billion in securities purchased under agreements to resell classified as “Cash and cash equivalents” in our condensed consolidated balance sheets as of June 30, 2018 and December 31, 2017 .

Derivative instruments are recorded at fair value and securities purchased under agreements to resell or similar arrangements are recorded at amortized cost in our condensed consolidated balance sheets. For how we determine our rights to offset the assets and liabilities presented above with the same counterparty, including collateral posted or received, see “Note 14, Netting Arrangements” in our 2017 Form 10-K.

13 . Fair Value

We use fair value measurements for the initial recording of certain assets and liabilities and periodic remeasurement of certain assets and liabilities on a recurring or nonrecurring basis.

Fair Value Measurement

Fair value measurement guidance defines fair value, establishes a framework for measuring fair value, and sets forth disclosures around fair value measurements. This guidance applies whenever other accounting guidance requires or permits assets or liabilities to be measured at fair value. The guidance establishes a three-level fair value hierarchy that prioritizes the inputs into the valuation techniques used to measure fair value. The fair value hierarchy gives the highest priority, Level 1, to measurements based on unadjusted quoted prices in active markets for identical assets or liabilities. The next priority, Level 2, is given to measurements of assets and liabilities based on limited observable inputs or observable inputs for similar assets and liabilities. The lowest priority, Level 3, is given to measurements based on unobservable inputs.



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		82



	Notes to Condensed Consolidated Financial Statements \| Fair Value

Recurring Changes in Fair Value

The following tables display our assets and liabilities measured in our condensed consolidated balance sheets at fair value on a recurring basis subsequent to initial recognition, including instruments for which we have elected the fair value option.



	Fair Value Measurements as of June 30, 2018
	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Netting Adjustment ⁽¹⁾				Estimated Fair Value
	(Dollars in millions)
Recurring fair value measurements:
Assets:
Cash equivalents ⁽²⁾		$	498		$	—		$	—		$	—			$	498
Trading securities:
Mortgage-related securities:
Fannie Mae		—			1,617			79			—				1,696
Other agency		—			3,494			—			—				3,494
Alt-A and subprime private-label securities		—			1,430			—			—				1,430
Mortgage revenue bonds		—			—			1			—				1
Non-mortgage-related securities:
U.S. Treasury securities		35,663			—			—			—				35,663
Other securities		—			97			—			—				97
Total trading securities		35,663			6,638			80			—				42,381
Available-for-sale securities:
Mortgage-related securities:
Fannie Mae		—			1,700			204			—				1,904
Other agency		—			298			—			—				298
Alt-A and subprime private-label securities		—			623			26			—				649
Mortgage revenue bonds		—			—			506			—				506
Other		—			9			357			—				366
Total available-for-sale securities		—			2,630			1,093			—				3,723
Mortgage loans		—			8,610			1,018			—				9,628
Other assets:
Risk management derivatives:
Swaps		—			2,291			108			—				2,399
Swaptions		—			273			—			—				273
Other		—			—			20			—				20
Netting adjustment		—			—			—			(2,608		)		(2,608		)
Mortgage commitment derivatives		—			287			1			—				288
Total other assets		—			2,851			129			(2,608		)		372
Total assets at fair value		$	36,161		$	20,729		$	2,320		$	(2,608	)		$	56,602



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		83



	Notes to Condensed Consolidated Financial Statements \| Fair Value



	Fair Value Measurements as of June 30, 2018
	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Netting Adjustment ⁽¹⁾				Estimated Fair Value
		(Dollars in millions)
Liabilities:
Long-term debt:
Of Fannie Mae:
Senior floating		$	—		$	7,204		$	354		$	—			$	7,558
Total of Fannie Mae		—			7,204			354			—				7,558
Of consolidated trusts		—			26,356			319			—				26,675
Total long-term debt		—			33,560			673			—				34,233
Other liabilities:
Risk management derivatives:
Swaps		—			2,466			1			—				2,467
Swaptions		—			338			—			—				338
Other		—			—			1			—				1
Netting adjustment		—			—			—			(2,756		)		(2,756		)
Mortgage commitment derivatives		—			544			10			—				554
Total other liabilities		—			3,348			12			(2,756		)		604
Total liabilities at fair value		$	—		$	36,908		$	685		$	(2,756	)		$	34,837



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		84



	Notes to Condensed Consolidated Financial Statements \| Fair Value



	Fair Value Measurements as of December 31, 2017
	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Netting Adjustment ⁽¹⁾				Estimated Fair Value
		(Dollars in millions)
Recurring fair value measurements:
Assets:
Trading securities:
Mortgage-related securities:
Fannie Mae		$	—		$	2,905		$	971		$	—			$	3,876
Other agency		—			1,083			35			—				1,118
Alt-A and subprime private-label securities		—			259			194			—				453
CMBS		—			9			—			—				9
Mortgage revenue bonds		—			—			1			—				1
Non-mortgage-related securities:
U.S. Treasury securities		29,222			—			—			—				29,222
Total trading securities		29,222			4,256			1,201			—				34,679
Available-for-sale securities:
Mortgage-related securities:
Fannie Mae		—			1,911			208			—				2,119
Other agency		—			357			—			—				357
Alt-A and subprime private-label securities		—			1,237			77			—				1,314
CMBS		—			15			—			—				15
Mortgage revenue bonds		—			—			671			—				671
Other		—			10			357			—				367
Total available-for-sale securities		—			3,530			1,313			—				4,843
Mortgage loans		—			9,480			1,116			—				10,596
Other assets:
Risk management derivatives:
Swaps		—			4,035			146			—				4,181
Swaptions		—			108			—			—				108
Other		—			—			22			—				22
Netting adjustment		—			—			—			(4,272		)		(4,272		)
Mortgage commitment derivatives		—			131			1			—				132
Total other assets		—			4,274			169			(4,272		)		171
Total assets at fair value		$	29,222		$	21,540		$	3,799		$	(4,272	)		$	50,289



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		85



	Notes to Condensed Consolidated Financial Statements \| Fair Value



	Fair Value Measurements as of December 31, 2017
	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Netting Adjustment ⁽¹⁾				Estimated Fair Value
		(Dollars in millions)
Liabilities:
Long-term debt:
Of Fannie Mae:
Senior floating		$	—		$	7,810		$	376		$	—			$	8,186
Total of Fannie Mae		—			7,810			376			—				8,186
Of consolidated trusts		—			29,911			582			—				30,493
Total long-term debt		—			37,721			958			—				38,679
Other liabilities:
Risk management derivatives:
Swaps		—			4,721			33			—				4,754
Swaptions		—			324			—			—				324
Other		—			—			1			—				1
Netting adjustment		—			—			—			(4,979		)		(4,979		)
Mortgage commitment derivatives		—			227			1			—				228
Total other liabilities		—			5,272			35			(4,979		)		328
Total liabilities at fair value		$	—		$	42,993		$	993		$	(4,979	)		$	39,007

__________


⁽¹⁾	Derivative contracts are reported on a gross basis by level. The netting adjustment represents the effect of the legal right to offset under legally enforceable master netting arrangements to settle with the same counterparty on a net basis, including cash collateral posted and received.


⁽²⁾	Cash equivalent are comprised of U.S. Treasuries that have a maturity at the date of acquisition of three months or less.



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		86



	Notes to Condensed Consolidated Financial Statements \| Fair Value

The following tables display a reconciliation of all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3). The tables also display gains and losses due to changes in fair value, including realized and unrealized gains and losses, recognized in our condensed consolidated statements of operations and comprehensive income for Level 3 assets and liabilities. When assets and liabilities are transferred between levels, we recognize the transfer as of the end of the period.



	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	For the Three Months Ended June 30, 2018
																														Net Unrealized Gains (Losses) Included in Net Income Related to Assets and Liabilities Still Held as of June 30, 2018 ⁽⁵⁾⁽⁶⁾
				Total Gains (Losses) (Realized/Unrealized)
	Balance, March 31, 2018			Included in Net Income				Included in Total Other Comprehensive Income (Loss) ⁽¹⁾			Purchases		Sales			Issues ⁽³⁾		Settlements ⁽³⁾			Transfers out of Level 3			Transfers into Level 3			Balance, June 30, 2018
	(Dollars in millions)
Trading securities:
Mortgage-related:
Fannie Mae	$	83		$	(5	)			$	—	$	—	$	—		$	—	$	—		$	—		$	1		$	79			$	3
Mortgage revenue bonds	1			—					—		—		—			—		—			—			—			1				—
Total trading securities	$	84		$	(5	)	⁽⁶⁾⁽⁷⁾		$	—	$	—	$	—		$	—	$	—		$	—		$	1		$	80			$	3
Available-for-sale securities:
Mortgage-related:
Fannie Mae	$	202		$	1				$	4	$	—	$	—		$	—	$	(3	)	$	—		$	—		$	204			$	—
Alt-A and subprime private-label securities	27			—					—		—		—			—		(1		)	—			—			26				—
Mortgage revenue bonds	539			(11		)			10		—		(7		)	—		(25		)	—			—			506				—
Other	351			7					10		—		—			—		(11		)	—			—			357				—
Total available-for-sale securities	$	1,119		$	(3	)	⁽⁷⁾⁽⁸⁾		$	24	$	—	$	(7	)	$	—	$	(40	)	$	—		$	—		$	1,093			$	—
Mortgage loans	$	1,102		$	11		⁽⁶⁾⁽⁷⁾		$	—	$	—	$	—		$	—	$	(79	)	$	(51	)	$	35		$	1,018			$	8
Net derivatives	133			(28		)	⁽⁶⁾		—		—		—			—		12			—			—			117				(14		)
Long-term debt:
Of Fannie Mae:
Senior floating	$	(357	)	$	3				$	—	$	—	$	—		$	—	$	—		$	—		$	—		$	(354	)		$	3
Of consolidated trusts	(462		)	4					—		—		—			—		21			177			(59		)	(319		)		(1		)
Total long-term debt	$	(819	)	$	7		⁽⁶⁾		$	—	$	—	$	—		$	—	$	21		$	177		$	(59	)	$	(673	)		$	2



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		87



	Notes to Condensed Consolidated Financial Statements \| Fair Value



	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	For the Six Months Ended June 30, 2018
																															Net Unrealized Gains (Losses) Included in Net Income Related to Assets and Liabilities Still Held as of June 30, 2018 ⁽⁵⁾⁽⁶⁾
				Total Gains (Losses) (Realized/Unrealized)
	Balance, December 31, 2017			Included in Net Income				Included in Total Other Comprehensive Income (Loss) ⁽¹⁾				Purchases ⁽²⁾		Sales ⁽²⁾			Issues ⁽³⁾		Settlements ⁽³⁾			Transfers out of Level 3			Transfers into Level 3			Balance, June 30, 2018
	(Dollars in millions)
Trading securities:
Mortgage-related:
Fannie Mae	$	971		$	166				$	—		$	1	$	(1,060	)	$	—	$	—		$	—		$	1		$	79			$	3
Other agency	35			(1		)			—			—		—			—		(1		)	(33		)	—			—				—
Alt-A and subprime private-label securities	194			(85		)			—			—		—			—		(5		)	(104		)	—			—				—
Mortgage revenue bonds	1			—					—			—		—			—		—			—			—			1				—
Total trading securities	$	1,201		$	80		⁽⁶⁾⁽⁷⁾		$	—		$	1	$	(1,060	)	$	—	$	(6	)	$	(137	)	$	1		$	80			$	3
Available-for-sale securities:
Mortgage-related:
Fannie Mae	$	208		$	1				$	—		$	—	$	—		$	—	$	(5	)	$	—		$	—		$	204			$	—
Alt-A and subprime private-label securities	77			—					(45		)	—		—			—		(2		)	(4		)	—			26				—
Mortgage revenue bonds	671			—					(3		)	—		(18		)	—		(144		)	—			—			506				—
Other	357			14					8			—		—			—		(22		)	—			—			357				—
Total available-for-sale securities	$	1,313		$	15		⁽⁷⁾⁽⁸⁾		$	(40	)	$	—	$	(18	)	$	—	$	(173	)	$	(4	)	$	—		$	1,093			$	—
Mortgage loans	$	1,116		$	28		⁽⁶⁾⁽⁷⁾		$	—		$	—	$	—		$	—	$	(127	)	$	(87	)	$	88		$	1,018			$	16
Net derivatives	134			(86		)	⁽⁶⁾		—			—		—			—		16			53			—			117				(37		)
Long-term debt:
Of Fannie Mae:
Senior floating	$	(376	)	$	22				$	—		$	—	$	—		$	—	$	—		$	—		$	—		$	(354	)		$	22
Of consolidated trusts	(582		)	7					—			—		—			1		31			331			(107		)	(319		)		(1		)
Total long-term debt	$	(958	)	$	29		⁽⁶⁾		$	—		$	—	$	—		$	1	$	31		$	331		$	(107	)	$	(673	)		$	21



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		88



	Notes to Condensed Consolidated Financial Statements \| Fair Value



	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	For the Three Months Ended June 30, 2017
																															Net Unrealized Gains (Losses) Included in Net Income Related to Assets and Liabilities Still Held as of June 30, 2017 ⁽⁵⁾⁽⁶⁾
				Total Gains (Losses) (Realized/Unrealized)
	Balance, March 31, 2017			Included in Net Income				Included in Total Other Comprehensive Income (Loss) ⁽¹⁾				Purchases ⁽²⁾		Sales ⁽²⁾			Issues ⁽³⁾		Settlements ⁽³⁾			Transfers out of Level 3			Transfers into Level 3 ⁽⁴⁾			Balance, June 30, 2017
	(Dollars in millions)
Trading securities:
Mortgage-related:
Fannie Mae	$	856		$	1				$	—		$	63	$	—		$	—	$	(2	)	$	(21	)	$	974		$	1,871			$	—
Alt-A and subprime private-label securities	272			3					—			—		—			—		(11		)	—			—			264				2
Mortgage revenue bonds	20			3					—			—		(21		)	—		(1		)	—			—			1				—
Total trading securities	$	1,148		$	7		⁽⁶⁾⁽⁷⁾		$	—		$	63	$	(21	)	$	—	$	(14	)	$	(21	)	$	974		$	2,136			$	2
Available-for-sale securities:
Mortgage-related:
Fannie Mae	$	232		$	—				$	(3	)	$	—	$	—		$	—	$	(2	)	$	(21	)	$	—		$	206			$	—
Alt-A and subprime private-label securities	205			—					(21		)	—		—			—		(6		)	—			—			178				—
Mortgage revenue bonds	1,185			34					(11		)	—		(312		)	—		(23		)	—			—			873				—
Other	417			—					(19		)	—		—			—		(18		)	—			—			380				—
Total available-for-sale securities	$	2,039		$	34		⁽⁷⁾⁽⁸⁾		$	(54	)	$	—	$	(312	)	$	—	$	(49	)	$	(21	)	$	—		$	1,637			$	—
Mortgage loans	$	1,149		$	24		⁽⁶⁾⁽⁷⁾		$	—		$	—	$	—		$	—	$	(55	)	$	(21	)	$	22		$	1,119			$	19
Net derivatives	113			27			⁽⁶⁾		—			—		—			—		(16		)	—			—			124				9
Long-term debt:
Of Fannie Mae:
Senior floating	$	(350	)	$	(15	)			$	—		$	—	$	—		$	—	$	—		$	—		$	—		$	(365	)		$	(14	)
Of consolidated trusts	(214		)	(5		)			—			—		—			—		12			22			(575		)	(760		)		(5		)
Total long-term debt	$	(564	)	$	(20	)	⁽⁶⁾		$	—		$	—	$	—		$	—	$	12		$	22		$	(575	)	$	(1,125	)		$	(19	)



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		89



	Notes to Condensed Consolidated Financial Statements \| Fair Value



	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	For the Six Months Ended June 30, 2017
																																Net Unrealized Gains (Losses) Included in Net Income Related to Assets and Liabilities Still Held as of June 30, 2017 ⁽⁵⁾⁽⁶⁾
				Total Gains (Losses) (Realized/Unrealized)
	Balance, December 31, 2016			Included in Net Income				Included in Total Other Comprehensive Income (Loss) ⁽¹⁾				Purchases ⁽²⁾		Sales ⁽²⁾			Issues ⁽³⁾			Settlements ⁽³⁾			Transfers out of Level 3			Transfers into Level 3 ⁽⁴⁾			Balance, June 30, 2017
	(Dollars in millions)
Trading securities:
Mortgage-related:
Fannie Mae	$	835		$	4				$	—		$	63	$	—		$	—		$	(5	)	$	(22	)	$	996		$	1,871			$	2
Alt-A and subprime private-label securities	271			11					—			—		—			—			(18		)	—			—			264				11
Mortgage revenue bonds	21			3					—			—		(21		)	—			(2		)	—			—			1				—
Total trading securities	$	1,127		$	18		⁽⁶⁾⁽⁷⁾		$	—		$	63	$	(21	)	$	—		$	(25	)	$	(22	)	$	996		$	2,136			$	13
Available-for-sale securities:
Mortgage-related:
Fannie Mae	$	230		$	1				$	(2	)	$	—	$	—		$	—		$	(6	)	$	(47	)	$	30		$	206			$	—
Other agency	5			—					—			—		(1		)	—			—			(4		)	—			—				—
Alt-A and subprime private-label securities	217			—					(15		)	—		—			—			(24		)	—			—			178				—
Mortgage revenue bonds	1,272			35					(12		)	—		(324		)	—			(98		)	—			—			873				—
Other	429			—					(14		)	—		—			—			(35		)	—			—			380				—
Total available-for-sale securities	$	2,153		$	36		⁽⁷⁾⁽⁸⁾		$	(43	)	$	—	$	(325	)	$	—		$	(163	)	$	(51	)	$	30		$	1,637			$	—
Mortgage loans	$	1,197		$	32		⁽⁶⁾⁽⁷⁾		$	—		$	—	$	—		$	—		$	(117	)	$	(67	)	$	74		$	1,119			$	16
Net derivatives	44			100			⁽⁶⁾		—			—		—			—			(24		)	5			(1		)	124				—
Long-term debt:
Of Fannie Mae:
Senior floating	$	(347	)	$	(18	)			$	—		$	—	$	—		$	—		$	—		$	—		$	—		$	(365	)		$	(18	)
Of consolidated trusts	(241		)	(4		)			—			—		—			(2		)	19			88			(620		)	(760		)		(4		)
Total long-term debt	$	(588	)	$	(22	)	⁽⁶⁾		$	—		$	—	$	—		$	(2	)	$	19		$	88		$	(620	)	$	(1,125	)		$	(22	)

__________


⁽¹⁾	Gains (losses) included in other comprehensive income (loss) are included in “Changes in unrealized gains on AFS securities, net of reclassification adjustments and taxes” in our condensed consolidated statements of operations and comprehensive income.


⁽²⁾	Purchases and sales include activity related to the consolidation and deconsolidation of assets of securitization trusts. For the first half of 2018 , includes the dissolution of a Fannie Mae-wrapped private-label securities trust.


⁽³⁾	Issues and settlements include activity related to the consolidation and deconsolidation of liabilities of securitization trusts.

⁽⁴⁾

Transfers of Fannie Mae trading securities into Level 3 during the second quarter and first half of 2017 consisted primarily of a Fannie Mae security backed by private-label mortgage-related securities. Prices for this security were based on inputs that were not readily available. Transfers of long-term debt of consolidated trusts into Level 3 during the second quarter and first half of 2017 consisted of securities for which prices were estimated using inputs that were not readily available.


⁽⁵⁾	Amount represents temporary changes in fair value. Amortization, accretion and OTTI are not considered unrealized and are not included in this amount.


⁽⁶⁾	Gains (losses) are included in “ Fair value gains (losses), net ” in our condensed consolidated statements of operations and comprehensive income.


⁽⁷⁾	Gains (losses) are included in “ Net interest income ” in our condensed consolidated statements of operations and comprehensive income.


⁽⁸⁾	Gains (losses) are included in “ Investment gains, net ” in our condensed consolidated statements of operations and comprehensive income.



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		90



	Notes to Condensed Consolidated Financial Statements \| Fair Value

The following tables display valuation techniques and the range and the weighted average of significant unobservable inputs for our Level 3 assets and liabilities measured at fair value on a recurring basis.



	Fair Value Measurements as of June 30, 2018
	Fair Value		Significant Valuation Techniques	Significant Unobservable Inputs ⁽¹⁾	Range ⁽¹⁾			Weighted - Average ⁽¹⁾
	(Dollars in millions)
Recurring fair value measurements:
Trading securities:
Mortgage-related securities:
Agency ⁽²⁾	$	79	Various
Mortgage revenue bonds	1		Various
Total trading securities	$	80
Available-for-sale securities:
Mortgage-related securities:
Agency ⁽²⁾	$	204	Various
Alt-A and subprime private-label securities	26		Various
Mortgage revenue bonds	389		Single Vendor	Spreads (bps)	1.5	-	320.4	51.0
	117		Various
Total mortgage revenue bonds	506
Other	305		Discounted Cash Flow	Default Rate (%)	3.8			3.8
				Prepayment Speed (%)	6.5			6.5
				Severity (%)	95.0			95.0
				Spreads (bps)	68.5	-	400.0	399.0
	52		Various
Total other	357
Total available-for-sale securities	$	1,093
Net derivatives	$	107	Dealer Mark
	10		Various
Total net derivatives	$	117



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		91



	Notes to Condensed Consolidated Financial Statements \| Fair Value



	Fair Value Measurements as of December 31, 2017
	Fair Value		Significant Valuation Techniques	Significant Unobservable Inputs ⁽¹⁾	Range ⁽¹⁾				Weighted - Average ⁽¹⁾
	(Dollars in millions)
Recurring fair value measurements:
Trading securities:
Mortgage-related securities:
Agency ⁽²⁾	$	971	Single Vendor	Prepayment Speed (%)	0.0		-	177.0	160.0
				Spreads (bps)	51.5		-	375.0	200.1
	35		Various
Total agency	1,006
Alt-A and subprime private-label securities	154		Consensus
	40		Various
Total Alt-A and subprime private-label securities	194
Mortgage revenue bonds	1		Various
Total trading securities	$	1,201
Available-for-sale securities:
Mortgage-related securities:
Agency ⁽²⁾	$	112	Single Vendor	Prepayment Speed (%)	0.0		-	175.7	147.1
				Spreads (bps)	150.0		-	210.0	182.3
	96		Various
Total agency	208
Alt-A and subprime private-label securities	77		Various
Mortgage revenue bonds	475		Single Vendor	Spreads (bps)	(17.0	)	-	248.0	39.0
	196		Various
Total mortgage revenue bonds	671
Other	325		Discounted Cash Flow	Prepayment Speed (%)	1.6		-	2.5	2.5
				Severity (%)	50.0		-	88.0	86.6
				Spreads (bps)	84.8		-	607.0	577.9
	32		Various
Total other	357
Total available-for-sale securities	$	1,313
Net derivatives	$	113	Dealer Mark
	21		Various
Total net derivatives	$	134

_________

⁽¹⁾

Valuation techniques for which no unobservable inputs are disclosed generally reflect the use of third-party pricing services or dealers, and the range of unobservable inputs applied by these sources is not readily available or cannot be reasonably estimated. Where we have disclosed unobservable inputs for consensus and single vendor techniques, those inputs are based on our validations performed at the security level using discounted cash flows. The prepayment speed used for trading agency securities and available-for-sale agency securities is the Public Securities Association prepayment speed, which can be greater than 100%. For all other securities, the Conditional Prepayment Rate is used as the prepayment speed, which can be between 0% and 100%.


⁽²⁾	Includes Fannie Mae and Freddie Mac securities.

In our condensed consolidated balance sheets certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when we evaluate loans for impairment). We had no Level 1 assets or liabilities held as of June 30, 2018 or December 31, 2017 that were measured at fair value on a nonrecurring basis. We held $298 million and $14 million in Level 2 assets, comprised of mortgage loans held for sale, and no Level 2 liabilities that were measured at fair value on a nonrecurring basis as of June 30, 2018 and December 31, 2017 , respectively.



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		92



	Notes to Condensed Consolidated Financial Statements \| Fair Value

The following table displays valuation techniques for our Level 3 assets measured at fair value on a nonrecurring basis. The significant unobservable inputs related to these techniques primarily relate to collateral dependent valuations. The related ranges and weighted averages are not meaningful when aggregated as they vary significantly from property to property.



		Fair Value Measurements as of
	Valuation Techniques	June 30, 2018			December 31, 2017
		(Dollars in millions)
Nonrecurring fair value measurements:
Mortgage loans held for sale, at lower of cost or fair value	Single Vendor		$	618		$	1,880
	Consensus		4,427			1,113
	Various		1			—
Total mortgage loans held for sale, at lower of cost or fair value			5,046			2,993
Single-family mortgage loans held for investment, at amortized cost	Internal Model		790			1,623
Multifamily mortgage loans held for investment, at amortized cost	Asset Manager Estimate		131			163
	Various		24			32
Total multifamily mortgage loans held for investment, at amortized cost			155			195
Acquired property, net: ⁽¹⁾
Single-family	Accepted Offers		181			218
	Appraisals		386			438
	Walk Forwards		154			222
	Internal Model		211			319
	Various		38			113
Total single-family			970			1,310
Multifamily	Various		16			19
Other assets	Various		1			2
Total nonrecurring assets at fair value			$	6,978		$	6,142

__________

⁽¹⁾

The most commonly used techniques in our valuation of acquired property are proprietary home price model and third-party valuations (both current and walk forward). Based on the number of properties measured as of June 30, 2018 , these methodologies comprised approximately 76% of our valuations, while accepted offers comprised approximately 19% of our valuations. Based on the number of properties measured as of December 31, 2017 , these methodologies comprised approximately 77% of our valuations, while accepted offers comprised approximately 18% of our valuations.

We use valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. See “Note 15, Fair Value” in our 2017 Form 10-K for information on the valuation control processes and the valuation techniques we use for fair value measurement and disclosure as well as our basis for classifying these measurements as Level 1, Level 2 or Level 3 of the valuation hierarchy in more specific situations. We made no material changes to the valuation control processes or the valuation techniques for the six months ended June 30, 2018 .



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		93



	Notes to Condensed Consolidated Financial Statements \| Fair Value

Fair Value of Financial Instruments

The following table displays the carrying value and estimated fair value of our financial instruments. The fair value of financial instruments we disclose includes commitments to purchase multifamily and single-family mortgage loans that we do not record in our condensed consolidated balance sheets. The fair values of these commitments are included as “Mortgage loans held for investment, net of allowance for loan losses.” The disclosure excludes all non-financial instruments; therefore, the fair value of our financial assets and liabilities does not represent the underlying fair value of our total consolidated assets and liabilities.



	As of June 30, 2018
	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Netting Adjustment			Estimated Fair Value
	(Dollars in millions)
Financial assets:
Cash and cash equivalents and restricted cash	$	48,729	$	37,679	$	11,050	$	—	$	—		$	48,729
Federal funds sold and securities purchased under agreements to resell or similar arrangements	16,300		—		16,300		—		—			16,300
Trading securities	42,381		35,663		6,638		80		—			42,381
Available-for-sale securities	3,723		—		2,630		1,093		—			3,723
Mortgage loans held for sale	14,323		—		1,436		13,894		—			15,330
Mortgage loans held for investment, net of allowance for loan losses	3,194,301		—		2,917,541		231,082		—			3,148,623
Advances to lenders	3,901		—		3,899		2		—			3,901
Derivative assets at fair value	372		—		2,851		129		(2,608		)	372
Guaranty assets and buy-ups	151		—		—		370		—			370
Total financial assets	$	3,324,181	$	73,342	$	2,962,345	$	246,650	$	(2,608	)	$	3,279,729
Financial liabilities:
Short-term debt:
Of Fannie Mae	$	25,726	$	—	$	25,730	$	—	$	—		$	25,730
Of consolidated trusts	339		—		—		338		—			338
Long-term debt:
Of Fannie Mae	224,964		—		228,853		791		—			229,644
Of consolidated trusts	3,086,460		—		2,973,785		40,988		—			3,014,773
Derivative liabilities at fair value	604		—		3,348		12		(2,756		)	604
Guaranty obligations	163		—		—		121		—			121
Total financial liabilities	$	3,338,256	$	—	$	3,231,716	$	42,250	$	(2,756	)	$	3,271,210



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		94



	Notes to Condensed Consolidated Financial Statements \| Fair Value



	As of December 31, 2017
	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Netting Adjustment			Estimated Fair Value
	(Dollars in millions)
Financial assets:
Cash and cash equivalents and restricted cash	$	60,260	$	35,060	$	25,200	$	—	$	—		$	60,260
Federal funds sold and securities purchased under agreements to resell or similar arrangements	19,470		—		19,470		—		—			19,470
Trading securities	34,679		29,222		4,256		1,201		—			34,679
Available-for-sale securities	4,843		—		3,530		1,313		—			4,843
Mortgage loans held for sale	4,988		—		101		5,333		—			5,434
Mortgage loans held for investment, net of allowance for loan losses	3,173,537		—		2,886,470		315,719		—			3,202,189
Advances to lenders	4,938		—		4,936		2		—			4,938
Derivative assets at fair value	171		—		4,274		169		(4,272		)	171
Guaranty assets and buy-ups	149		—		—		436		—			436
Total financial assets	$	3,303,035	$	64,282	$	2,948,237	$	324,173	$	(4,272	)	$	3,332,420
Financial liabilities:
Short-term debt:
Of Fannie Mae	$	33,377	$	—	$	33,379	$	—	$	—		$	33,379
Of consolidated trusts	379		—		—		378		—			378
Long-term debt:
Of Fannie Mae	243,375		—		249,780		837		—			250,617
Of consolidated trusts	3,052,923		—		3,014,250		40,683		—			3,054,933
Derivative liabilities at fair value	328		—		5,272		35		(4,979		)	328
Guaranty obligations	258		—		—		456		—			456
Total financial liabilities	$	3,330,640	$	—	$	3,302,681	$	42,389	$	(4,979	)	$	3,340,091

For a detailed description and classification of our financial instruments, see “Note 15, Fair Value” in our 2017 Form 10-K.

Fair Value Option

We elected the fair value option for our credit risk sharing debt securities issued under our CAS series issued prior to January 1, 2016 and certain loans and debt that contain embedded derivatives that would otherwise require bifurcation. Under the fair value option, we elected to carry these instruments at fair value instead of bifurcating the embedded derivative from such instruments.

We elected the fair value option for all long-term structured debt instruments that are issued in response to specific investor demand and have interest rates that are based on a calculated index or formula and are economically hedged with derivatives at the time of issuance. By electing the fair value option for these instruments, we are able to eliminate the volatility in our results of operations that would otherwise result from the accounting asymmetry created by recording these structured debt instruments at cost while recording the related derivatives at fair value.

Interest income for the mortgage loans is recorded in “Interest income—Mortgage loans” and interest expense for the debt instruments is recorded in “Interest expense—Long-term debt” in our condensed consolidated statements of operations and comprehensive income.



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		95



	Notes to Condensed Consolidated Financial Statements \| Fair Value

The following table displays the fair value and unpaid principal balance of the financial instruments for which we have made fair value elections.



	As of
	June 30, 2018									December 31, 2017
	Loans ⁽¹⁾			Long-Term Debt of Fannie Mae			Long-Term Debt of Consolidated Trusts			Loans ⁽¹⁾			Long-Term Debt of Fannie Mae			Long-Term Debt of Consolidated Trusts
	(Dollars in millions)
Fair value		$	9,628		$	7,558		$	26,675		$	10,596		$	8,186		$	30,493
Unpaid principal balance		9,510			6,780			24,695			10,246			7,368			27,717

__________

⁽¹⁾

Includes nonaccrual loans with a fair value of $181 million and $227 million as of June 30, 2018 and December 31, 2017 , respectively. The difference between unpaid principal balance and the fair value of these nonaccrual loans as of June 30, 2018 and December 31, 2017 was $28 million and $46 million , respectively. Includes loans that are 90 days or more past due with a fair value of $131 million and $159 million as of June 30, 2018 and December 31, 2017 , respectively. The difference between unpaid principal balance and the fair value of these 90 or more days past due loans as of June 30, 2018 and December 31, 2017 was $22 million and $34 million , respectively.

Changes in Fair Value under the Fair Value Option Election

We recorded losses of $27 million and $176 million for the three and six months ended June 30, 2018 , respectively, and gains of $94 million and $136 million for the three and six months ended June 30, 2017 , respectively, from changes in the fair value of loans recorded at fair value in “Fair value gains (losses), net” in our condensed consolidated statements of operations and comprehensive income.

We recorded gains of $247 million and $501 million for the three and six months ended June 30, 2018 , respectively, and losses of $288 million and $457 million for the three and six months ended June 30, 2017 , respectively, from changes in the fair value of long-term debt recorded at fair value in “Fair value gains (losses), net” in our condensed consolidated statements of operations and comprehensive income.

14 . Commitments and Contingencies

We are party to various types of legal actions and proceedings, including actions brought on behalf of various classes of claimants. We also are subject to regulatory examinations, inquiries and investigations, and other information gathering requests. In some of the matters, indeterminate amounts are sought. Modern pleading practice in the U.S. permits considerable variation in the assertion of monetary damages or other relief. Jurisdictions may permit claimants not to specify the monetary damages sought or may permit claimants to state only that the amount sought is sufficient to invoke the jurisdiction of the trial court. This variability in pleadings, together with our and our counsel’s actual experience in litigating or settling claims, leads us to conclude that the monetary relief that may be sought by plaintiffs bears little relevance to the merits or disposition value of claims.

On a quarterly basis, we review relevant information about all pending legal actions and proceedings for the purpose of evaluating and revising our contingencies, accruals and disclosures.

We have substantial and valid defenses to the claims in the proceedings described below and intend to defend these matters vigorously. However, legal actions and proceedings of all types are subject to many uncertain factors that generally cannot be predicted with assurance. Accordingly, the outcome of any given matter and the amount or range of potential loss at particular points in time is frequently difficult to ascertain. Uncertainties can include how fact finders will evaluate documentary evidence and the credibility and effectiveness of witness testimony, and how courts will apply the law. Disposition valuations are also subject to the uncertainty of how opposing parties and their counsel may view the evidence and applicable law.

We establish an accrual only for matters when a loss is probable and we can reasonably estimate the amount of such loss. We are often unable to estimate the possible losses or ranges of losses, particularly for proceedings that are in their early stages of development, where plaintiffs seek indeterminate or unspecified damages, where there may be novel or unsettled legal questions relevant to the proceedings, or where settlement negotiations have not occurred or progressed.

Given the uncertainties involved in any action or proceeding, regardless of whether we have established an accrual, the ultimate resolution of certain of these matters may be material to our operating results for a particular



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		96



	Notes to Condensed Consolidated Financial Statements \| Commitments and Contingencies

period, depending on, among other factors, the size of the loss or liability imposed and the level of our net income or loss for that period.

In addition to the matters specifically described below, we are involved in a number of legal and regulatory proceedings that arise in the ordinary course of business that we do not expect will have a material impact on our business or financial condition. We have also advanced fees and expenses of certain current and former officers and directors in connection with various legal proceedings pursuant to our bylaws and indemnification agreements.

Senior Preferred Stock Purchase Agreements Litigation

A consolidated class action and three non-class action lawsuits filed by Fannie Mae and Freddie Mac shareholders are pending in the U.S. District Court for the District of Columbia against us, FHFA as our conservator, and Freddie Mac that challenge the August 2012 amendment to each company’s senior preferred stock purchase agreement with Treasury. In the consolidated class action (“ In re Fannie Mae/Freddie Mac Senior Preferred Stock Purchase Agreement Class Action Litigations ”), plaintiffs filed an amended complaint on November 1, 2017 that alleges the net worth sweep dividend provisions of the senior preferred stock that were implemented pursuant to the August 2012 amendments nullified certain of the shareholders’ rights, particularly the right to receive dividends. Plaintiffs allege claims for breach of contract, breach of the implied covenant of good faith and fair dealing, breach of fiduciary duties, and violations of Delaware and Virginia corporate law against us, FHFA and Freddie Mac, and breach of fiduciary duties claims derivatively on our and Freddie Mac’s behalf against FHFA. Plaintiffs seek to represent several classes of preferred and/or common shareholders of Fannie Mae and/or Freddie Mac who held stock as of the public announcement of the August 2012 amendments. Plaintiffs seek unspecified damages, equitable and injunctive relief, and costs and expenses, including attorneys’ fees. The defendants moved to dismiss the amended complaint on January 10, 2018.

In two of the non-class action suits, Arrowood Indemnity Company v. Fannie Mae and Fairholme Funds v. FHFA , the plaintiffs, Fannie Mae and Freddie Mac preferred shareholders, filed amended complaints on November 1, 2017 against us, FHFA as our conservator, the Director of FHFA (in his official capacity) and Freddie Mac alleging that the net worth sweep dividend provisions nullified certain rights of the preferred shareholders, particularly the right to receive dividends, and exceeded FHFA’s statutory authority. Plaintiffs bring claims for breach of contract, breach of the implied covenant of good faith and fair dealing, breach of fiduciary duties and violations of Delaware and Virginia corporate law. They also assert claims for violation of the Administrative Procedure Act against FHFA. Plaintiffs seek damages, equitable and injunctive relief, and costs and expenses, including attorneys’ fees. Defendants moved to dismiss both amended complaints on January 10, 2018.

On May 21, 2018, another Fannie Mae and Freddie Mac shareholder filed a pro se complaint for declaratory relief and compensatory damages against Fannie Mae (including certain members of its Board of Directors), Freddie Mac (including certain members of its Board of Directors) and FHFA, as conservator. Plaintiff in that case, Angel v. Federal Home Loan Mortgage Corporation , asserts claims for breach of contract, breach of implied covenants of good faith and fair dealing, and aiding and abetting the federal government in avoiding an alleged implicit guarantee of dividend payments. Defendants moved to dismiss the complaint on July 12, 2018.

On August 2, 2017, shareholder David J. Voacolo filed a lawsuit, Voacolo v. Fannie Mae , in the U.S. District Court for the District of New Jersey against Fannie Mae and the United States alleging that the net worth sweep dividend provisions of the senior preferred stock that were implemented pursuant to the August 2012 amendments to the senior preferred stock purchase agreements were a violation of due process and an illegal exaction. Plaintiff seeks damages only. Defendants filed motions to dismiss on March 26, 2018. On May 4, 2018, the court granted defendants’ motions to dismiss.

Given the stage of these lawsuits, the substantial and novel legal questions that remain, and our substantial defenses, we are currently unable to estimate the reasonably possible loss or range of loss arising from this litigation.



Fannie Mae (In conservatorship) Second Quarter 2018 Form 10-Q		97



	Quantitative and Qualitative Disclosures about Market Risk

Item 3. 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 4. 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 as in effect as of June 30, 2018 , 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 June 30, 2018 or as of the date of filing this report.

Our disclosure controls and procedures were not effective as of June 30, 2018 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 June 30, 2018 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 “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.

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 June 30, 2018 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



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		Controls and Procedures

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 condensed 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 June 30, 2018 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 “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, 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 quarterly report on Form 10-Q for the quarter ended June 30, 2018 (“Second Quarter 2018 Form 10-Q”), and engaged in discussions regarding issues associated with the information contained in those filings. Prior to filing our Second Quarter 2018 Form 10-Q, FHFA provided Fannie Mae management with a written acknowledgment that it had reviewed the Second Quarter 2018 Form 10-Q, and it was not aware of any material misstatements or omissions in the Second Quarter 2018 Form 10-Q and had no objection to our filing the Second Quarter 2018 Form 10-Q.


•	The Director of FHFA and our Chief Executive Officer have been in frequent communication and meet on a regular basis.


•	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.

Changes in Internal Control Over Financial Reporting

Overview

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. Below we describe changes in our internal control over financial reporting since March 31, 2018 that management believes have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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		Controls and Procedures

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, updating existing systems and retiring legacy systems. For example, we are currently implementing various financial system applications in stages across the company. As we continue to implement these financial system applications, each implementation may become a significant component of our internal control over financial reporting and prior components of our internal control over financial reporting may be retired. Additionally, we are working on an initiative to consolidate and modernize our data infrastructure and retire legacy data warehouses, which will impact some of our financial system applications and result in changes in our internal control over financial reporting.

Integration of Nonperforming Loans into the Single-Family Mortgage Loan Accounting Platform

In April 2018, we completed an initiative to integrate our accounting for nonperforming loans into our existing single-family performing loan accounting platform. As a result of this initiative, we redesigned, removed or replaced multiple existing internal controls that were previously considered effective with new controls. This new system was operating during the second quarter of 2018 and was used to prepare our second quarter 2018 condensed consolidated financial statements included in this report.



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		Other Information

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

The information in this item supplements and updates information regarding certain legal proceedings set forth in “Legal Proceedings” in our 2017 Form 10-K and our First Quarter 2018 Form 10-Q. We also provide information regarding material legal proceedings in “ Note 14, 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 do not have a material impact on our business. Litigation claims and proceedings of all types are subject to many factors that 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 June 2017, 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 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 the 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, including rescission of the August 2012 amendments, as well as damages. The cases that remain pending or were terminated after March 31, 2018 are as follows:

District of Columbia. Fannie Mae is a defendant in four cases pending in the U.S District Court for the District of Columbia. Three of the cases have been consolidated for pretrial proceedings. Defendants moved to dismiss the complaints in these cases on January 10, 2018. The fourth case was filed on May 21, 2018, and defendants moved to dismiss the case on July 12, 2018. All four of the cases are described in “ Note 14, Commitments and Contingencies .”

Northern District of Illinois. On March 20, 2017, the U.S. District Court for the Northern District of Illinois dismissed the case pending before it. On May 3, 2018, the U.S Court of Appeals for the Seventh Circuit affirmed the district court’s judgment.

Northern District of Iowa. On March 27, 2017, the U.S. District Court for the Northern District of Iowa dismissed the case pending before it. Plaintiffs’ appeal is pending before the U.S. Court of Appeals for the Eighth Circuit.

Southern District of Texas. On May 22, 2017, the U.S. District Court for the Southern District of Texas dismissed the case pending before it. On July 16, 2018, the U.S Court of Appeals for the Fifth Circuit found that FHFA’s structure violates the Constitution’s separation of powers, but affirmed the dismissal of plaintiffs’ statutory claims seeking to invalidate the net worth sweep dividend provisions.

Western District of Michigan and District of Minnesota. On June 1, 2017 and June 22, 2017, preferred and common stockholders of Fannie Mae and Freddie Mac filed complaints for declaratory and injunctive relief against FHFA and Treasury in the U.S. District Court for the Western District of Michigan and the U.S. District Court for the District of Minnesota. The complaints, which also ask the courts to set aside the net worth sweep dividend provisions of the senior preferred stock purchase agreements, allege that FHFA’s structure violates constitutional requirements, including: presidential removal authority; separation of powers; the appointments clause; the nondelegation doctrine; and the private nondelegation doctrine. FHFA and Treasury moved to dismiss the Michigan case on September 9, 2017 and the Minnesota case on September 15, 2017.

District of New Jersey. On August 2, 2017, shareholder David J. Voacolo filed a lawsuit against Fannie Mae and the United States in the U.S. District Court for the District of New Jersey alleging that the net worth sweep dividend provisions of the senior preferred stock that were implemented in August 2012 were a violation of due



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		Other Information

process and an illegal exaction. Plaintiff seeks damages only. On May 4, 2018, the court granted defendants’ motions to dismiss.

U.S. Court of Federal Claims. Fannie Mae is a nominal defendant in two actions filed against the United States in the U.S. Court of Federal Claims: Fisher v. United States of America , filed on December 2, 2013, and Rafter v. United States of America , filed on August 14, 2014. 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 to the senior preferred stock purchase agreement 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 plaintiffs are pursing 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. Plaintiffs in Fisher request just compensation to Fannie Mae in an unspecified amount. Plaintiffs in Rafter 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 case on January 23, 2014; however, the court stayed proceedings in the Fisher and Rafter cases until discovery concluded in a related case, Fairholme Funds v. United States . That discovery is complete, and plaintiffs filed amended complaints on March 8, 2018.

District of Delaware. Fannie Mae is a nominal defendant in Jacobs v. FHFA , filed on August 17, 2015 against FHFA and Treasury in the U.S. District Court for the District of Delaware. Plaintiffs allege that the net worth sweep dividend provisions of the senior preferred stock that were implemented pursuant to the August 2012 amendments to the agreements violate Delaware law. Plaintiffs are pursuing this claim derivatively on behalf of Fannie Mae and directly against the government. The court dismissed the case on November 27, 2017. Plaintiffs’ appeal is pending before the U.S. Court of Appeals for the Third Circuit.

Item 1A. Risk Factors

In addition to the information in this report, you should carefully consider the risks relating to our business that we identify in “Risk Factors” in our 2017 Form 10-K. This section supplements and updates that discussion. Please also refer to “MD&A—Risk Management” in this report and in our 2017 Form 10-K 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 forward-looking statements contained in this report. However, these are not the only risks we face. In addition to the risks we discuss below and in our 2017 Form 10-K, we face risks and uncertainties not currently known to us or that we currently believe are immaterial.

The Single Security Initiative may adversely affect our financial results and contribute to declines in the liquidity or market value of our MBS. The Single Security Initiative also increases our counterparty credit risk and operational risk.

In 2014, FHFA directed Fannie Mae and Freddie Mac to develop a single common mortgage-backed security that is fungible with then-outstanding Fannie Mae guaranteed mortgage pass-through certificates and Freddie Mac Participation Certificates (“Freddie Mac PCs”). The security to be developed will be known as a Uniform Mortgage-Backed Security or UMBS. The FHFA initiative to develop a UMBS (the “Single Security Initiative”) is intended to maximize liquidity for both Fannie Mae and Freddie Mac mortgage-backed securities in the “to-be-announced” or TBA market. In March 2018, FHFA announced that Fannie Mae and Freddie Mac will start issuing UMBS in place of their current offerings of TBA-eligible mortgage-backed securities on June 3, 2019. The new UMBS will be issued by Fannie Mae and Freddie Mac through their joint venture, Common Securitization Solutions, LLC (“CSS”), using the Common Securitization Platform (“CSP”).

Historically, Fannie Mae MBS have had a trading advantage over comparable Freddie Mac PCs. One of FHFA’s stated objectives for the Single Security Initiative is to reduce the costs to Freddie Mac and taxpayers that result from differences in liquidity of Fannie Mae MBS and Freddie Mac PCs. As the implementation date of the Single Security Initiative approaches, some Fannie Mae MBS and comparable Freddie Mac PCs are trading closer to or at parity. If this trend continues, it could adversely affect our financial results. It is also possible that uncertainty surrounding the implementation and overall impact of the Single Security Initiative could contribute to declines in the liquidity or market value of our Fannie Mae MBS.



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		Other Information

The Single Security Initiative will also result in our credit and operational exposure to Freddie Mac. Once the initiative is implemented, investors will be able to commingle Fannie Mae UMBS and Freddie Mac UMBS in resecuritizations. When we resecuritize Freddie Mac UMBS, our guaranty of principal and interest would extend to the underlying Freddie Mac UMBS. Accordingly, in the event Freddie Mac were to fail (for credit or operational reasons) to make a payment on Freddie Mac UMBS that we resecuritized, we would be responsible for making the entire payment on the related Fannie Mae UMBS in order for any of our certificates to be paid. We do not intend to limit the amount of resecuritized Freddie Mac UMBS that we guarantee and we do not intend to modify our liquidity strategies to address this increased risk. As a result, 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. See “Risk Factors” in our 2017 Form 10-K for a discussion of other operational risks associated with our implementation of the Single Security Initiative and related internal infrastructure upgrades.

Once we begin issuing UMBS, we plan to begin using CSS and the CSP to perform certain operational functions associated with issuing and managing these UMBS on our behalf. Accordingly, we will be reliant on CSS and the CSP for the operation of many of our securitization activities. Our business activities could be adversely affected and the market for Fannie Mae MBS could be disrupted if the CSP 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, liquidity, financial condition, net worth and results of operations, and could adversely affect the liquidity or market value of our MBS.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

Under the terms of our senior preferred stock purchase agreement with Treasury, we are prohibited from selling or issuing our equity interests, other than as required by (and pursuant to) the terms of a binding agreement in effect on September 7, 2008, without the prior written consent of Treasury. During the quarter ended June 30, 2018 , 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, we report our incurrence of these types of obligations either in offering circulars or prospectuses (or supplements thereto) that we post on our website or in a current report on Form 8-K that we file with the SEC, in accordance with a “no-action” letter we received from the SEC staff in 2004. In cases where the information is disclosed in a prospectus or offering circular posted on our website, the document will be posted 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.

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 some of the MBS we issue, some of which may be off-balance sheet obligations, can be found at www.fanniemae.com/mbsdisclosure. From this address, investors can access information and documents about our MBS, including prospectuses and related prospectus supplements.

We are providing our website address solely for your information. Information appearing on our website is not incorporated into this report.

Our Purchases of Equity Securities

We did not repurchase any of our equity securities during the second quarter of 2018 .



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		Other Information

Dividend Restrictions

Our payment of dividends is subject to the following restrictions:

Restrictions Relating to Conservatorship. Our conservator announced on September 7, 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. In addition, FHFA’s regulations relating to conservatorship and receivership operations prohibit us from paying any dividends while in conservatorship unless authorized by the Director of FHFA. The Director of FHFA has directed us to make dividend payments on the senior preferred stock on a quarterly basis for every dividend period for which dividends were payable.

Restrictions Under Senior Preferred Stock Purchase Agreement and Senior Preferred Stock. The senior preferred stock purchase agreement prohibits us from declaring or paying any dividends on Fannie Mae equity securities (other than the senior preferred stock) without the prior written consent of Treasury. In addition, pursuant to the dividend provisions of the senior preferred stock and quarterly directives from our conservator, we are obligated to pay Treasury each quarter any dividends declared consisting of the amount, if any, by which our net worth as of the end of the immediately preceding fiscal quarter exceeds $3.0 billion. As a result, our net income is not available to common stockholders. For more information on the terms of the senior preferred stock purchase agreement and senior preferred stock, see “Business—Conservatorship and Treasury Agreements—Treasury Agreements—Senior Preferred Stock Purchase Agreement and Related Issuance of Senior Preferred Stock and Common Stock Warrant” in our 2017 Form 10-K.

Additional Restrictions Relating to Preferred Stock. Payment of dividends on our common stock is also subject to the prior payment of dividends on our preferred stock and our senior preferred stock. Payment of dividends on all outstanding preferred stock, other than the senior preferred stock, is also subject to the prior payment of dividends on the senior preferred stock.

Statutory Restrictions. Under the GSE Act, FHFA has authority to prohibit capital distributions, including payment of dividends, if we fail to meet our capital requirements. If FHFA classifies us as significantly undercapitalized, approval of the Director of FHFA is required for any dividend payment. Under the Charter Act and the GSE Act, we are not permitted to make a capital distribution if, after making the distribution, we would be undercapitalized. The Director of FHFA, however, may permit us to repurchase shares if the repurchase is made in connection with the issuance of additional shares or obligations in at least an equivalent amount and will reduce our financial obligations or otherwise improve our financial condition.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.



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		Other Information

Item 6. Exhibits

The exhibits listed below are being 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 May 24, 2018
3.2		Fannie Mae Bylaws, as amended through July 21, 2016 (Incorporated by reference to Exhibit 3.2 to Fannie Mae’s Quarterly Report on Form 10-Q (Commission file number 000-50231) for the quarter ended June 30, 2016, filed August 4, 2016.)
10.1		Advisory Council Membership Agreement, dated as of February 3, 2017, by and between Fannie Mae and Antony Jenkins
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		XBRL Instance Document*
101. SCH		XBRL Taxonomy Extension Schema*
101. CAL		XBRL Taxonomy Extension Calculation*
101. DEF		XBRL Taxonomy Extension Definition*
101. LAB		XBRL Taxonomy Extension Label*
101. PRE		XBRL Taxonomy Extension Presentation*

__________


*	The financial information contained in these XBRL documents is unaudited.



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		Signatures

SIGNATURES

Pursuant to the requirements 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

	By:	/s/ Timothy J. Mayopoulos
		Timothy J. Mayopoulos President and Chief Executive Officer

Date: August 2, 2018



	By:	/s/ David C. Benson
		David C. Benson Executive Vice President and Chief Financial Officer

Date: August 2, 2018



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Exhibit 3.1

FEDERAL NATIONAL MORTGAGE ASSOCIATION CHARTER ACT

Title III of National Housing Act, 12 U.S.C. 1716 et seq .

As amended through May 24, 2018

12 U.S.C. § 1716

SEC. 301. DECLARATION OF PURPOSES OF TITLE

The Congress declares that the purposes of this title are to establish secondary market facilities for residential mortgages, to provide that the operations thereof shall be financed by private capital to the maximum extent feasible, and to authorize such facilities to—

(1) provide stability in the secondary market for residential mortgages;

(2) respond appropriately to the private capital market;

(3) 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;

(4) 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; and

(5) manage and liquidate federally owned mortgage portfolios in an orderly manner, with a minimum of adverse effect upon the residential mortgage market and minimum loss to the Federal Government.

12 U.S.C. § 1717

SEC. 302. FEDERAL NATIONAL MORTGAGE ASSOCIATION AND GOVERNMENT NATIONAL MORTGAGE ASSOCIATION

(a) CREATION; SUCCESSION; PRINCIPAL AND OTHER OFFICES.—

(1) There is created a body corporate to be known as the “Federal National Mortgage Association”, which shall be in the Department of Housing and Urban Development. The Association shall have succession until dissolved by Act of Congress. It shall maintain its principal office in the District of Columbia and shall be deemed, for purposes of venue in civil actions, to be a resident thereof. Agencies or offices may be established by the Association in such other place or places as it may deem necessary or appropriate in the conduct of its business.

(2) On September 1, 1968, the body corporate described in the foregoing paragraph shall cease to exist in that form and is hereby partitioned into two separate and distinct bodies corporate, each of which shall have continuity and corporate succession as a separated portion of the previously existing body corporate, as follows:

(A) One of such separated portions shall be a body corporate without capital stock to be known as Government National Mortgage Association (hereinafter referred to as the “Association”), which shall be in the Department of Housing and Urban Development and which shall retain the assets and liabilities acquired and incurred under sections 305 and 306 prior to such date, including any and all liabilities incurred pursuant to subsection (c) of this section. The Association shall have succession until dissolved by Act of Congress. It shall maintain its principal office in the District of Columbia and shall be deemed, for purposes of venue in civil actions, to be a resident thereof. Agencies or offices may be established by the Association in such other place or places as it may deem necessary or appropriate in the conduct of its business.

(B) The other such separated portion shall be a body corporate to be known as Federal National Mortgage Association (hereinafter referred to as the “corporation”), which shall retain the assets and liabilities acquired and incurred under sections 303 and 304 prior to such date. The corporation shall have succession until dissolved by Act of Congress. It shall maintain its principal office in the District of Columbia or the metropolitan area thereof and shall be deemed, for purposes of jurisdiction and venue in civil actions, to be a District of Columbia corporation.

(3) The partition transaction effected pursuant to the foregoing paragraph constitutes a reorganization within the meaning of section 368(a)(1)(E) of the Internal Revenue Code of 1986; and for the purposes of such Code, no gain or loss is recognized by the previously existing body corporate by reason of the partition, and the basis and holding period of the assets of the corporation immediately following such partition are the same as the basis and holding period of such assets immediately prior to such partition.

(b) PURCHASE AND SALE OF INSURED AND CONVENTIONAL MORTGAGES; TRANSACTIONS IN LOANS AND ADVANCES OF CREDIT.—

(1) For the purposes set forth in section 301 and subject to the limitations and restrictions of this title, each of the bodies corporate named in subsection (a)(2) is authorized, pursuant to commitments or otherwise, to purchase, service, sell, or otherwise deal in any mortgages which are insured under the National Housing Act or title V of the Housing Act of 1949, or which are insured or guaranteed under the Servicemen’s Readjustment Act of 1944 or chapter 37 of title 38, United States Code; and to purchase, service, sell, or otherwise deal in any loans made or guaranteed under part B of title VI of the Public Health Service Act; and the corporation is authorized to lend on the security of any such mortgages and to purchase, sell, or otherwise deal in any securities guaranteed by the Association under section 306(g): Provided , That (1) the Association may not purchase any mortgage at a price exceeding 100 per centum of the unpaid principal amount thereof at the time of purchase, with adjustments for interest and any comparable items; (2) the Association may not purchase any mortgage, except a mortgage insured under title V of the Housing Act of 1949, if it is offered by, or covers property held by, a State, territorial, or municipal instrumentality; and (3) the Association may not purchase any mortgage under section 305, except a mortgage insured under section 220 or title VIII or section 203(k), or under title IX with respect to a new community approved under section 1004 thereof, or insured under section 213 and covering property located in an urban renewal area, or a mortgage covering property located in Alaska, Guam, or Hawaii, if the original principal obligation thereof exceeds or exceeded $55,000 in the case of property upon which is located a dwelling designed principally for a one-family residence; or $60,000 in the case of a two- or three-family residence; or $68,750 in the case of a four-family residence; or, in the case of a property containing more than four dwelling units, $38,000 per dwelling unit (or such higher amount not in excess of $45,000 per dwelling unit as the Secretary may by regulation specify in any geographical area where the Secretary finds that cost levels so require) for that part of the property attributable to dwelling use. Notwithstanding the provisions of clause (3) of the preceding sentence, the Association may purchase a mortgage under section 305 with an original principal obligation which exceeds the otherwise applicable maximum amount per dwelling unit if the mortgage is insured under section 207(c)(3), 213(b)(2), 220(d)(3)(B)(iii), 221(d)(3)(ii), 221(d)(4)(ii), 231(c)(2), 234(e)(3), or 236. For the purposes of this title, the terms “mortgages” and “home mortgages” shall be inclusive of any mortgages or other loans insured under any of the provisions of the National Housing Act or title V of the Housing Act of 1949.

(2) For the purposes set forth in section 301(a), the corporation is authorized, pursuant to commitments or otherwise, to purchase, service, sell, lend on the security of, or otherwise deal in mortgages which are not insured or guaranteed as provided in paragraph (1) (such mortgages referred to hereinafter as “conventional mortgages”). No such purchase of a conventional mortgage secured by a property comprising one- to four-family dwelling units shall be made if the outstanding principal balance of the mortgage at the time of purchase exceeds 80 per centum of the value of the property securing the mortgage, unless (A) the seller retains a participation of not less than 10 per centum in the mortgage; (B) for such

period and under such circumstances as the corporation may require, the seller agrees to repurchase or replace the mortgage upon demand of the corporation in the event that the mortgage is in default; or (C) that portion of the unpaid principal balance of the mortgage which is in excess of such 80 per centum is guaranteed or insured by a qualified insurer as determined by the corporation. The corporation shall not issue a commitment to purchase a conventional mortgage prior to the date the mortgage is originated, if such mortgage is eligible for purchase under the preceding sentence only by reason of compliance with the requirements of clause (A) of such sentence. The corporation may purchase a conventional mortgage which was originated more than one year prior to the purchase date only if the seller is the Federal Deposit Insurance Corporation, the Resolution Trust Corporation, the National Credit Union Administration, or any other seller currently engaged in mortgage lending or investing activities. For the purpose of this section, the term “conventional mortgages” shall include a mortgage, lien, or other security interest on the stock or membership certificate issued to a tenant-stockholder or resident-member of a cooperative housing corporation, as defined in section 216 of the Internal Revenue Code of 1986, and on the proprietary lease, occupancy agreement or right of tenancy in the dwelling unit of the tenant-stockholder or resident-member in such cooperative housing corporation. The corporation shall establish limitations governing the maximum original principal obligation of conventional mortgages that are purchased by it; in any case in which the corporation purchases a participation interest in such a mortgage, the limitation shall be calculated with respect to the total original principal obligation of the mortgage and not merely with respect to the interest purchased by the corporation. Such limitations shall not exceed $417,000 for a mortgage secured by a single-family residence, $533,850 for a mortgage secured by a 2-family residence, $645,300 for a mortgage secured by a 3-family residence, and $801,950 for a mortgage secured by a 4-family residence, except that such maximum limitations shall be adjusted effective January 1 of each year beginning after the effective date of the Federal Housing Finance Regulatory Reform Act of 2008 [July 30, 2008], subject to the limitations in this paragraph. Each adjustment shall be made by adding to each such amount (as it may have been previously adjusted) a percentage thereof equal to the percentage increase, during the most recent 12-month or 4-quarter period ending before the time of determining such annual adjustment, in the housing price index maintained by the Director of the Federal Housing Finance Agency) pursuant to section 1322 of the Federal Housing Enterprises Financial Safety and Soundness Act of 1992 (12 U.S.C. 4541)). If the change in such house price index during the most recent 12-month or 4-quarter period ending before the time of determining such annual adjustment is a decrease, then no adjustment shall be made for the next year, and the next adjustment shall take into account prior declines in the house price index, so that any adjustment shall reflect the net change in the house price index since the last adjustment. Declines in the house price index shall be accumulated and then reduce increases until subsequent increases exceed prior declines. The foregoing limitations may be increased by not to exceed 50 per centum with respect to the properties located in Alaska, Guam, Hawaii, and the Virgin Islands. Such foregoing limitations shall also be increased, with respect to properties of a particular size located in any area for which 115 percent of the median house price for such size residence exceeds the foregoing limitation for such size residence, to the lesser of 150 percent of such limitation for such size residence or the

amount that is equal to 115 percent of the median house price in such area for such size residence.

(3) The corporation is authorized to purchase, service, sell, lend on the security of, and otherwise deal in loans or advances of credit for the purchase and installation of home improvements, including energy conserving improvements or solar energy systems described in the last paragraph of section 2(a) of the National Housing Act and residential energy conservation measures as described in section 210(11) of the National Energy Conservation Policy Act and financed by a public utility in accordance with the requirements of title II of such Act. To be eligible for purchase, any such loan or advance of credit (other than a loan or advance made with respect to energy conserving improvements or solar energy systems or residential energy conservation measures) not insured under title I of the National Housing Act shall be secured by a lien against the property to be improved.

(4) The corporation is authorized to purchase, service, sell, lend on the security of, and otherwise deal in loans or advances of credit secured by mortgages or other liens against manufactured homes.

(5)(A) The corporation is authorized to purchase, service, sell, lend on the security of, and otherwise deal in (i) conventional mortgages that are secured by a subordinate lien against a one- to four-family residence that is the principal residence of the mortgagor; and (ii) conventional mortgages that are secured by a subordinate lien against a property comprising five or more family dwelling units. If the corporation, pursuant to paragraphs (1) through (4), shall have purchased, serviced, sold, or otherwise dealt with any other outstanding mortgage secured by the same residence, the aggregate original amount of such other mortgage and the mortgage authorized to be purchased, serviced, sold, or otherwise dealt with under this paragraph shall not exceed the applicable limitation determined under paragraph (2).

(B) The corporation shall establish limitations governing the maximum original principal obligation of conventional mortgages described in subparagraph (A). In any case in which the corporation purchases a participation interest in such a mortgage, the limitation shall be calculated with respect to the total original principal obligation of such mortgage described in subparagraph (A) and not merely with respect to the interest purchased by the corporation. Such limitations shall not exceed (i) with respect to mortgages described in subparagraph (A)(i), 50 per centum of the single-family residence mortgage limitation determined under paragraph (2); and (ii) with respect to mortgages described in subparagraph (A)(ii), the applicable limitation determined under paragraph (2).

(C) No subordinate mortgage against a one- to four-family residence shall be purchased by the corporation if the total outstanding indebtedness secured by the property as a result of such mortgage exceeds 80 per centum of the value of such property unless (i) that portion of such total outstanding indebtedness that exceeds such 80 per centum is guaranteed or insured by a qualified insurer as determined by the corporation; (ii) the

seller retains a participation of not less than 10 per centum in the mortgage; or (iii) for such period and under such circumstances as the corporation may require, the seller agrees to repurchase or replace the mortgage upon the demand of the corporation in the event that the mortgage is in default. The corporation shall not issue a commitment to purchase a subordinate mortgage prior to the date the mortgage is originated, if such mortgage is eligible for purchase under the preceding sentence only by reason of compliance with the requirements of clause (ii) of such sentence.

(6) The corporation may not implement any new program (as such term is defined in section 1303 of the Federal Housing Enterprises Financial Safety and Soundness Act of 1992) before obtaining the approval of the Secretary under section 1322 of such Act.

(7)(A) DEFINITIONS.—In this paragraph—

(i) the term ‘credit score’ means a numerical value or a categorization created by a third party derived from a statistical tool or modeling system used by a person who makes or arranges a loan to predict the likelihood of certain credit behaviors, including default; and

(ii) the term ‘residential mortgage’ has the meaning given the term in section 302 of the Federal Home Loan Mortgage Corporation Act (12 U.S.C. 1451).

(B) USE OF CREDIT SCORES.—The corporation shall condition purchase of a residential mortgage by the corporation under this subsection on the provision of a credit score for the borrower only if—

(i) the credit score is derived from any credit scoring model that has been validated and approved by the corporation under this paragraph; and

(ii) the corporation provides for the use of the credit score by all of the automated underwriting systems of the corporation and any other procedures and systems used by the corporation to purchase residential mortgages that use a credit score.

(C) VALIDATION AND APPROVAL PROCESS.—The corporation shall establish a validation and approval process for the use of credit score models, under which the corporation may not validate and approve a credit score model unless the credit score model—

(i) satisfies minimum requirements of integrity, reliability, and accuracy;

(ii) has a historical record of measuring and predicting default rates and other credit behaviors;

(iii) is consistent with the safe and sound operation of the corporation;

(iv) complies with any standards and criteria established by the Director of the Federal Housing Finance Agency under section 1328(1) of the Federal Housing Enterprises Financial Safety and Soundness Act of 1992; and

(v) satisfies any other requirements, as determined by the corporation.

(D) REPLACEMENT OF CREDIT SCORE MODEL.—If the corporation has validated and approved 1 or more credit score models under subparagraph (C) and the corporation validates and approves an additional credit score model, the corporation may determine that—

(i) the additional credit score model has replaced the credit score model or credit score models previously validated and approved; and

(ii) the credit score model or credit score models previously validated and approved shall no longer be considered validated and approved for the purposes of subparagraph (B).

(E) PUBLIC DISCLOSURE.—Upon establishing the validation and approval process required under subparagraph (C), the corporation shall make publicly available a description of the validation and approval process.

(F) APPLICATION.—Not later than 30 days after the effective date of this paragraph, the corporation shall solicit applications from developers of credit scoring models for the validation and approval of those models under the process required under subparagraph (C).

(G) TIMEFRAME FOR DETERMINATION; NOTICE.—

(i) IN GENERAL.—The corporation shall make a determination with respect to any application submitted under subparagraph (F), and provide notice of that determination to the applicant, before a date established by the corporation that is not later than 180 days after the date on which an application is submitted to the corporation.

(ii) EXTENSIONS.—The Director of the Federal Housing Finance Agency may authorize not more than 2 extensions of the date established under clause (i), each of which shall not exceed 30 days, upon a written request and a showing of good cause by the corporation.

(iii) STATUS NOTICE.—The corporation shall provide notice to an applicant regarding the status of an application submitted under subparagraph (F) not later than 60 days after the date on which the application was submitted to the corporation.

(iv) REASONS FOR DISAPPROVAL.—If an application submitted under subparagraph (F) is disapproved, the corporation shall provide to the applicant the reasons for the disapproval not later than 30 days after a determination is made under this subparagraph.

(H) AUTHORITY OF DIRECTOR.—If the corporation elects to use a credit score model under this paragraph, the Director of the Federal Housing Finance Agency shall require the corporation to periodically review the validation and approval process required under subparagraph (C) as the Director determines necessary to ensure that the process remains appropriate and adequate and complies with any standards and criteria established pursuant to section 1328(1) of the Federal Housing Enterprises Financial Safety and Soundness Act of 1992.

(I) EXTENSION.—If, as of the effective date of this paragraph, a credit score model has not been approved under subparagraph (C), the corporation may use a credit score model that was in use before the effective date of this paragraph, if necessary to prevent substantial market disruptions, until the earlier of—

(i) the date on which a credit score model is validated and approved under subparagraph (C); or

(ii) the date that is 2 years after the effective date of this paragraph.

(c) ADMINISTRATION OF TRUSTS; OBLIGATIONS OF DEPARTMENTS AND AGENCIES OF UNITED STATES; EXEMPTION OF INTEREST INCOME FROM TAXATION; AUTHORIZATION OF APPROPRIATIONS FOR DIFFERENTIAL REIMBURSEMENTS.—

(1) Notwithstanding any other provision of this Act or of any other law, the Association is authorized under section 306 to create, accept, execute, and otherwise administer in all respects such trusts, receiverships, conservatorships, liquidating or other agencies, or other fiduciary and representative undertakings and activities, hereinafter in this subsection called “trusts”, as might be appropriate for financing purposes; and in relation thereto the Association may acquire, hold and manage, dispose of, and otherwise deal in any mortgages or other types of obligations in which any department or agency of the United States listed in paragraph (2) of this subsection may have a financial interest. The Association may join in any such undertakings and activities, hereinafter in this subsection called “trusts”; notwithstanding that it is also serving in a fiduciary or representative capacity; and is authorized to guarantee any participations or other instruments, whether evidence of property rights or debt, issued for such financing purposes. Participations or other instruments issued by the Association pursuant to this subsection shall to the same extent as securities which are

direct obligations of or obligations guaranteed as to principal or interest by the United States be deemed to be exempt securities within the meaning of laws administered by the Securities and Exchange Commission. The amounts of any mortgages and other obligations acquired by the Association under section 306, pursuant to this subsection, shall not be included in the total amounts set forth in section 306(c).

(2) Subject to the limitations provided in paragraph (4) of this subsection, one or more trusts may be established as provided in this subsection by each of the following departments or agencies:

(A) The Farmers Home Administration of the Department of Agriculture, but only with respect to operating loans, direct farm ownership loans, direct housing loans, and direct soil and water loans. Such trusts may not be established with respect to loans for housing for the elderly under sections 502 and 515(a) of the Housing Act of 1949, nor with respect to loans for nonfarm recreational development.

(B) The Department of Education, but only with respect to loans made by the Secretary of Education for construction of academic facilities, and loans to help finance student loan programs.

(D) The Department of Veterans Affairs.

(E) The Export-Import Bank.

(F) The Small Business Administration.

The head of each such department or agency, hereinafter in this subsection called the “trustor”, is authorized to set aside a part or all of any obligations held by the trustor and subject them to a trust or trusts and, incident thereto, shall guarantee to the trustee timely payment thereof. The trust instrument may provide for the issuance and sale of beneficial interests or participations, by the trustee, in such obligations or in the right to receive interest and principal collections therefrom; and may provide for the substitution or withdrawal of such obligations, or for the substitution of cash for obligations. The trust or trusts shall be exempt from all taxation. The trust instrument may also contain other appropriate provisions in keeping with the purposes of this subsection. The Association shall be named and shall act as trustee of any such trusts and, for the purposes thereof, the title to such obligations shall be deemed to have passed to the Association in trust. The trust instrument shall provide that custody, control, and administration of the obligations shall remain in the trustor subjecting the obligations to the trust, subject to transfer to the trustee in event of default or probable default, as determined by the trustee, in the payment of principal and interest of the beneficial interests or participations. Collections from obligations subject to the trust shall be dealt with as provided in the instrument creating the trust. The trust instrument shall provide that the trustee will promptly pay to the trustor the full net proceeds of any sale of beneficial interests

or participations to the extent they are based upon such obligations or collections. Such proceeds shall be dealt with as otherwise provided by law for sales or repayment of such obligations. The effect of both past and future sales of any issue of beneficial interests or participations shall be the same, to the extent of the principal of such issue, as the direct sale with recourse of the obligations subject to the trust. Any trustor creating a trust or trusts hereunder is authorized to purchase, through the facilities of the trustee, outstanding beneficial interests or participations to the extent of the amount of the trustor’s responsibility to the trustee on beneficial interests or participations outstanding, and to pay the trustor’s proper share of the costs and expenses incurred by the Association as trustee pursuant to the trust instrument.

(3) When any trustor guarantees to the trustee the timely payment of obligations the trustor subjects to a trust pursuant to this subsection, and it becomes necessary for such trustor to meet his responsibilities under such guaranty, the trustor is authorized to fulfill such guaranty.

(4) Beneficial interests or participations shall not be issued for the account of any trustor in an aggregate principal amount greater than is authorized with respect to such trustor in an appropriation Act. Any such authorization shall remain available only for the fiscal year for which it is granted and for the succeeding fiscal year.

(5) The Association, as trustee, is authorized to issue and sell beneficial interests or participations under this subsection, notwithstanding that there may be an insufficiency in aggregate receipts from obligations subject to the related trust to provide for the payment by the trustee (on a timely basis out of current receipts or otherwise) of all interest or principal on such interests or participations (after provision for all costs and expenses incurred by the trustee, fairly prorated among trustors). There are authorized to be appropriated without fiscal year limitation such sums as may be necessary to enable any trustor to pay the trustee such insufficiency as the trustee may require on account of outstanding beneficial interests or participations authorized to be issued pursuant to paragraph (4) of this subsection. Such trustor shall make timely payments to the trustee from such appropriations, subject to and in accord with the trust instrument. In the event that the insufficiency required by the trustee is on account of principal maturities of outstanding beneficial interests or participations authorized to be issued pursuant to paragraph (4) of this subsection, or pursuant hereto, the trustee is authorized to elect to issue additional beneficial interests or participations for refinancing purposes in lieu of requiring any trustor or trustors to make payments to the trustee from appropriated funds or other sources. Each such issue of beneficial interests or participations shall be in an amount determined by the trustee but not in excess of the aggregate amount which the trustee would otherwise require the trustor or trustors to pay from appropriated funds or other sources, and may be issued without regard to the provisions of paragraph (4) of this subsection. All refinancing issues of beneficial interests or participations shall be deemed to have been issued pursuant to the authority contained in the appropriation Act or Acts under which the beneficial interests or participations were originally issued.

12 U.S.C. § 1718

SEC. 303. CAPITALIZATION OF FEDERAL NATIONAL MORTGAGE ASSOCIATION

(a) COMMON STOCK; PREFERRED STOCK; TRANSFERABILITY OF SHARES.—The corporation shall have common stock, without par value, which shall be vested with all voting rights, each share being entitled to one vote with rights of cumulative voting at all elections of directors. The corporation may eliminate such rights of cumulative voting by a resolution adopted by its board of directors and approved by the holders of a majority of the shares of common stock voting in person or by proxy at the annual meeting, or other special meeting, at which such resolution is considered. The corporation may have preferred stock on such terms and conditions as the board of directors shall prescribe. The free transferability of the stock at all times to any person, firm, corporation, or other entity shall not be restricted except that, as to the corporation, it shall be transferable only on the books of the corporation. The corporation may issue shares of common stock in return for appropriate payments into capital or capital and surplus.

(b) FEES AND CHARGES; ANNUAL TRANSFER OF EARNINGS TO GENERAL SURPLUS ACCOUNT.—

(1) The corporation may impose charges or fees, which may be regarded as elements of pricing, with the objective that all costs and expenses of the operations of the corporation should be within its income derived from such operations and that such operations should be fully self-supporting.

(2) All earnings from the operations of the corporation shall annually be transferred to the general surplus account of the corporation. At any time, funds of the general surplus account may, in the discretion of the board of directors, be transferred to reserves.

(1) Except as provided in paragraph (2), the corporation may make such capital distributions (as such term is defined in section 1303 of the Federal Housing Enterprises Financial Safety and Soundness Act of 1992) as may be declared by the board of directors. All capital distributions shall be charged against the general surplus account of the corporation.

(2) The corporation may not make any capital distribution that would decrease the total capital of the corporation (as such term is defined in section 1303 of the Federal Housing Enterprises Financial Safety and Soundness Act of 1992) to an amount less than the risk-based capital level for the corporation established under section 1361 of such Act or that would decrease the core capital of the corporation (as such term is defined in section 1303 of such Act) to an amount less than the minimum capital level for the corporation established

under section 1362 of such Act, without prior written approval of the distribution by the Director of the Federal Housing Finance Agency.

(d) INSTITUTIONS ELIGIBLE TO PURCHASE STOCK.—Notwithstanding any other provision of law, any institution, including a national bank or State member bank of the Federal Reserve System or any member of the Federal Deposit Insurance Corporation, trust company or other banking organization, organized under any law of the United States, including the laws relating to the District of Columbia, shall be authorized to purchase shares of common stock of the corporation, and to hold or dispose of such stock, subject to the provisions of this title.

12 U.S.C. § 1719

SEC. 304. SECONDARY MARKET OPERATIONS

(a) PURCHASE AND SALE OF MORTGAGES; SECONDARY MARKET OPERATIONS; ADVANCE OF FUNDS OR ORIGINATION OF LOANS; SETTLEMENT OR EXTINGUISHMENT OF BORROWERS RIGHTS.—

(1) To carry out the purposes set forth in paragraph (a) of section 301, the operations of the corporation under this section shall be confined so far as practicable, to mortgages which are deemed by the corporation to be of such quality, type, and class as to meet, generally, the purchase standards imposed by private institutional mortgage investors. In the interest of assuring sound operation, the prices to be paid by the corporation for mortgages purchased in its secondary market operations under this section, should be established, from time to time, within the range of market prices for the particular class of mortgages involved, as determined by the corporation. The volume of the corporation’s purchases and sales, and the establishment of the purchase prices, sale prices, and charges or fees, in its secondary market operations under this section, should be determined by the corporation from time to time, and such determinations should be consistent with the objectives that such purchases and sales should be effected only at such prices and on such terms as will reasonably prevent excessive use of the corporation’s facilities, and that the operations of the corporation under this section should be within its income derived from such operations and that such operations should be fully self supporting. Nothing in this title shall prohibit the corporation from purchasing, and making commitments to purchase, any mortgage with respect to which the Secretary of Housing and Urban Development has entered into a contract with the corporation to make interest subsidy payments under section 243 of the National Housing Act.

(2) The volume of the corporation’s lending activities and the establishment of its loan ratios, interest rates, maturities, and charges or fees, in its secondary market operations under this section, should be determined by the corporation from time to time; and such determinations, in conjunction with determinations made under paragraph (1), should be consistent with the objectives that the lending activities should be conducted on such terms as will reasonably prevent excessive use of the corporation’s facilities, and that the operations of the corporation under this section should be within its income derived from such operations and that such operations should be fully self-supporting. The corporation shall not be permitted to use its

lending authority (A) to 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; or (B) to originate mortgage loans. Notwithstanding any Federal, State, or other law to the contrary, the corporation is empowered, in connection with any loan under this section, whether before or after any default, to provide by contract with the borrower for the settlement or extinguishment, upon default, of any redemption, equitable, legal, or other right, title, or interest of the borrower in any mortgage or mortgages that constitute the security for the loan; and with respect to any such loan, in the event of default and pursuant otherwise to the terms of the contract, the mortgages that constitute such security shall become the absolute property of the corporation.

(b) OBLIGATIONS OF THE CORPORATION.—For the purposes of this section, the corporation is authorized to issue, upon the approval of the Secretary of the Treasury, and have outstanding at any one time obligations having such maturities and bearing such rate or rates of interest as may be determined by the corporation with the approval of the Secretary of the Treasury, to be redeemable at the option of the corporation before maturity in such manner as may be stipulated in such obligations. The corporation shall insert appropriate language in all of its obligations issued under this subsection clearly indicating that such obligations, together with the interest thereon, are not guaranteed by the United States and do not constitute a debt or obligation of the United States or of any agency or instrumentality thereof other than the corporation. The corporation is authorized to purchase in the open market any of its obligations outstanding under this subsection at any time and at any price.

(c) PURCHASE OF OBLIGATIONS BY TREASURY; CONDITIONS AND RESTRICTIONS.—The Secretary of the Treasury is authorized in the Secretary’s discretion to purchase any obligations issued pursuant to subsection (b) of this section, as now or hereafter in force, and for such purpose the Secretary of the Treasury is authorized to use as a public debt transaction the proceeds of the sale of any securities hereafter issued under chapter 31 of title 31, United States Code, and the purposes for which securities may be issued under chapter 31 of title 31, United States Code, are extended to include such purchases. The Secretary of the Treasury shall not at any time purchase any obligations under this subsection if such purchase would increase the aggregate principal amount of the Secretary’s then outstanding holdings of such obligations under this subsection to an amount greater than $2,250,000,000. Each purchase of obligations by the Secretary of the Treasury under this subsection shall be upon such terms and conditions as to yield a return at a rate determined by the Secretary of the Treasury, taking into consideration the current average rate on outstanding marketable obligations of the United States as of the last day of the month preceding the making of such purchase. The Secretary of the Treasury may, at any time, sell, upon such terms and conditions and at such price or prices as the Secretary shall determine, any of the obligations acquired by the Secretary under this subsection. All redemptions, purchases, and sales by the Secretary of the Treasury of such obligations under this subsection shall be treated as public debt transactions of the United States.

(d) MORTGAGE-BACKED SECURITIES; ISSUANCE; MATURITIES; RATES OF INTEREST; EXEMPT SECURITIES; ADEQUACY OF MORTGAGES TO PERMIT PRINCIPAL AND INTEREST PAYMENTS; STATEMENT IN SECURITIES.—To provide a

greater degree of liquidity to the mortgage investment market and an additional means of financing its operations under this section, the corporation is authorized to set aside any mortgages held by it under this section, and, upon approval of the Secretary of the Treasury, to issue and sell securities based upon the mortgages so set aside. Securities issued under this subsection may be in the form of debt obligations or trust certificates of beneficial interest, or both. Securities issued under this subsection shall have such maturities and bear such rate or rates of interest as may be determined by the corporation with the approval of the Secretary of the Treasury. Securities issued by the corporation under this subsection shall, to the same extent as securities which are direct obligations of or obligations guaranteed as to principal and interest by the United States, be deemed to be exempt securities within the meaning of laws administered by the Securities and Exchange Commission. Mortgages set aside pursuant to this subsection shall at all times be adequate to enable the corporation to make timely principal and interest payments on the securities issued and sold pursuant to this subsection. The corporation shall insert appropriate language in all of the securities issued under this subsection clearly indicating that such securities, together with the interest thereon, are not guaranteed by the United States and do not constitute a debt or obligation of the United States or any agency or instrumentality thereof other than the corporation.

(e) SUBORDINATED OR CONVERTIBLE OBLIGATIONS; ISSUANCE; MATURITIES; RATE OF INTEREST; REDEMPTION; EXEMPT SECURITIES; DEBT OR OBLIGATION OF UNITED STATES; PURCHASES IN OPEN MARKET.—For the purposes of this section, the corporation is authorized to issue, upon the approval of the Secretary of the Treasury, obligations which are subordinated to any or all other obligations of the corporation, including subsequent obligations. The obligations issued under this subsection shall have such maturities and bear such rate or rates of interest as may be determined by the corporation with the approval of the Secretary of the Treasury and may be made redeemable at the option of the corporation before maturity in such manner as may be stipulated in such obligations. Any of such obligations may be made convertible into shares of common stock in such manner, at such price or prices, and at such time or times as may be stipulated therein. Obligations issued by the corporation under this subsection shall, to the same extent as securities which are direct obligations of or obligations guaranteed as to principal or interest by the United States, be deemed to be exempt securities within the meaning of laws administered by the Securities and Exchange Commission. The corporation shall insert appropriate language in all of its obligations issued under this subsection clearly indicating that such obligations, together with the interest thereon, are not guaranteed by the United States and do not constitute a debt or obligation of the United States or of any agency or instrumentality thereof other than the corporation. The corporation is authorized to purchase in the open market any of its obligations outstanding under this subsection at any time and at any price.

(f) PROHIBITION ON ASSESSMENT OR COLLECTION OF FEE OR CHARGE BY UNITED STATES.—Except for fees paid pursuant to section 309(g) of this Act and assessments pursuant to section 1316 of the Federal Housing Enterprises Financial Safety and Soundness Act of 1992, no fee or charge may be assessed or collected by the United States (including any executive department, agency, or independent establishment of the United States) on or with regard to the purchase, acquisition, sale, pledge, issuance, guarantee, or redemption of any

mortgage, asset, obligation, trust certificate of beneficial interest, or other security by the corporation. No provision of this subsection shall affect the purchase of any obligation by the Secretary of the Treasury pursuant to subsection (c) of this section.

(g) TEMPORARY AUTHORITY OF TREASURY TO PURCHASE OBLIGATIONS AND SECURITIES; CONDITIONS.—

(1) AUTHORITY TO PURCHASE.—

(A) GENERAL AUTHORITY.—In addition to the authority under subsection (c) of this section, the Secretary of the Treasury is authorized to purchase any obligations and other securities issued by the corporation under any section of this Act, on such terms and conditions as the Secretary may determine and in such amounts as the Secretary may determine. Nothing in this subsection requires the corporation to issue obligations or securities to the Secretary without mutual agreement between the Secretary and the corporation. Nothing in this subsection permits or authorizes the Secretary, without the agreement of the corporation, to engage in open market purchases of the common securities of the corporation.

(B) EMERGENCY DETERMINATION REQUIRED.—In connection with any use of this authority, the Secretary must determine that such actions are necessary to—

(i) provide stability to the financial markets;

(ii) prevent disruptions in the availability of mortgage finance; and

(iii) protect the taxpayer.

(C) CONSIDERATIONS.—To protect the taxpayers, the Secretary of the Treasury shall take into consideration the following in connection with exercising the authority contained in this paragraph:

(i) The need for preferences or priorities regarding payments to the Government.

(ii) Limits on maturity or disposition of obligations or securities to be purchased.

(iii) The corporation’s plan for the orderly resumption of private market funding or capital market access.

(iv) The probability of the corporation fulfilling the terms of any such obligation or other security, including repayment.

(v) The need to maintain the corporation’s status as a private shareholder-owned company.

(vi) Restrictions on the use of corporation resources, including limitations on the payment of dividends and executive compensation and any such other terms and conditions as appropriate for those purposes.

(D) REPORTS TO CONGRESS.—Upon exercise of this authority, the Secretary shall report to the Committees on the Budget, Financial Services, and Ways and Means of the House of Representatives and the Committees on the Budget, Finance, and Banking, Housing, and Urban Affairs of the Senate as to the necessity for the purchase and the determinations made by the Secretary under subparagraph (B) and with respect to the considerations required under subparagraph (C), and the size, terms, and probability of repayment or fulfillment of other terms of such purchase.

(2) RIGHTS; SALE OF OBLIGATIONS AND SECURITIES.—

(A) EXERCISE OF RIGHTS.—The Secretary of the Treasury may, at any time, exercise any rights received in connection with such purchases.

(B) SALE OF OBLIGATION AND SECURITIES.—The Secretary of the Treasury may, at any time, subject to the terms of the security or otherwise upon terms and conditions and at prices determined by the Secretary, sell any obligation or security acquired by the Secretary under this subsection.

(C) DEFICIT REDUCTION.—The Secretary of the Treasury shall deposit in the General Fund of the Treasury any amounts received by the Secretary from the sale of any obligation acquired by the Secretary under this subsection, where such amounts shall be—

(i) dedicated for the sole purpose of deficit reductions; and

(ii) prohibited from use as an offset for other spending increases or revenue reductions.

(D) APPLICATION OF SUNSET TO PURCHASED OBLIGATIONS OR SECURITIES.—The authority of the Secretary of the Treasury to hold, exercise any rights received in connection with, or sell, any obligations or securities purchased is not subject to the provisions of paragraph (4).

(3) FUNDING.—For the purpose of the authorities granted in this subsection, the Secretary of the Treasury may use the proceeds of the sale of any securities issued under chapter 31 of Title 31, and the purposes for which securities may be issued under chapter 31 of Title 31 are extended to include such purchases and the exercise of any rights in connection with such purchases. Any funds expended for the purchase of, or modifications to, obligations and securities, or the exercise of any rights received in connection with such purchases under this subsection shall be deemed appropriated at the time of such purchase, modification, or exercise.

(4) TERMINATION OF AUTHORITY.—The authority under this subsection (g), with the exception of paragraphs (2) and (3) of this subsection, shall expire December 31, 2009.

(5) AUTHORITY OF THE DIRECTOR WITH RESPECT TO EXECUTIVE COMPENSATION.—The Director shall have the power to approve, disapprove, or modify the executive compensation of the corporation, as defined under Regulation S-K, 17 C.F.R. 229.

12 U.S.C. § 1720

SEC. 305. SPECIAL ASSISTANCE FUNCTIONS OF GOVERNMENT NATIONAL MORTGAGE ASSOCIATION

Repealed.

12 U.S.C. § 1721

SEC. 306. MANAGEMENT AND LIQUIDATION FUNCTIONS OF GOVERNMENT NATIONAL MORTGAGE ASSOCIATION

(a) SEPARATE ACCOUNTABILITY OF ASSETS AND LIABILITIES.—To carry out the purposes set forth in paragraph (c) of section 301, the Association is authorized and directed, as of the close of the cutoff date determined by the Association pursuant to section 303(d), to establish separate accountability for all of its assets and liabilities (exclusive of capital, surplus, surplus reserves, and undistributed earnings to be evidenced by preferred stock as provided in section 303(d), but inclusive of all rights and obligations under any outstanding contracts), and to maintain such separate accountability for the management and orderly liquidation of such assets and liabilities as provided in this section.

(b) ISSUANCE OF OBLIGATIONS TO EXPEDITE SUBSTITUTION OF PRIVATE FINANCING.—For the purposes of this section and to assure that, to the maximum extent, and as rapidly as possible, private financing will be substituted for Treasury borrowings otherwise required to carry mortgages held under the aforesaid separate accountability, the Association is authorized to issue, upon the approval of the Secretary of the Treasury, and have outstanding at any one time obligations having such maturities and bearing such rate or rates of interest as may be determined by the Association with the approval of the Secretary of the Treasury, to be redeemable at the option of the Association before maturity in such manner as may be stipulated in such obligations; but in no event shall any such obligations be issued if, at the time of such proposed issuance, and as a consequence thereof, the resulting aggregate amount of its outstanding obligations under this subsection would exceed the amount of the Association’s ownership under the aforesaid separate accountability, free from any liens or encumbrances, of cash, mortgages, and obligations of the United States or guaranteed thereby, or obligations, participations, or other instruments which are lawful investments for fiduciary, trust or public funds. The proceeds of any private financing effected under this subsection shall be paid to the

Secretary of the Treasury in reduction of the indebtedness of the Association to the Secretary of the Treasury under the aforesaid separate accountability. The Association shall insert appropriate language in all of its obligations issued under this subsection clearly indicating that such obligations, together with the interest thereon, are not guaranteed by the United States and do not constitute a debt or obligation of the United States or of any agency or instrumentality thereof other than the Association. The Association is authorized to purchase in the open market any of its obligations outstanding under this subsection at any time and at any price.

(c) CUTOFF DATE AS CONTROLLING PURCHASES; TOTAL AMOUNT OF MORTGAGES AND COMMITMENTS.—No mortgage shall be purchased by the Association in its operations under this section except pursuant to and in accordance with the terms of a contract or commitment to purchase the same made prior to the cutoff date provided for in section 303(d), which contract or commitment became a part of the aforesaid separate accountability, and the total amount of mortgages and commitments held by the Association under this section shall not, in any event, exceed $3,350,000,000: Provided, That such maximum amount shall be progressively reduced by the amount of cash realizations on account of principal of mortgages held under the aforesaid separate accountability and by cancellation of any commitments to purchase mortgages thereunder, as reflected by the books of the Association, with the objective that the entire aforesaid maximum amount shall be eliminated with the orderly liquidation of all mortgages held under the aforesaid separate accountability: And provided further, That nothing in this subsection shall preclude the Association from granting such usual and customary increases in the amounts of outstanding commitments (resulting from increased costs or otherwise) as have theretofore been covered by like increases in commitments granted by the agencies of the Federal Government insuring or guaranteeing the mortgages. There shall be excluded from the total amounts set forth in this subsection the amounts of any mortgages which, subsequent to May 31, 1954, are transferred by law to the Association and held under the aforesaid separate accountability.

(d) ISSUANCE OF OBLIGATIONS SUFFICIENT TO CARRY OUT FUNCTIONS; CHARACTER; PURCHASE.—The Association may issue to the Secretary of the Treasury its obligations in an amount outstanding at any one time sufficient to enable the Association to carry out its functions under this section, such obligations to mature not more than five years from their respective dates of issue, to be redeemable at the option of the Association before maturity in such manner as may be stipulated in such obligations. Each such obligation shall bear interest at a rate determined by the Secretary of the Treasury, taking into consideration the current average rate on outstanding marketable obligations of the United States as of the last day of the month preceding the issuance of the obligation of the Association. The Secretary of the Treasury is authorized to purchase any obligations of the Association to be issued under this section, and for such purpose the Secretary of the Treasury is authorized to use as a public debt transaction the proceeds from the sale of any securities issued under chapter 31 of title 31, United States Code, and the purpose for which securities may be issued under chapter 31 of title 31, United States Code, are extended to include any purchases of the Association’s obligations hereunder.

(e) ACQUISITION OF MORTGAGES OFFERED BY SECRETARY OF HOUSING AND URBAN DEVELOPMENT.—Notwithstanding any other provision of law, the Association is

authorized, under the aforesaid separate accountability, to make commitments to purchase, and to purchase, service, or sell any obligations offered to it by the Secretary of Housing and Urban Development, or any mortgages covering residential property offered to it by any Federal instrumentality, or the head thereof. There shall be excluded from the total amounts set forth in subsection (c) the amounts of any obligations or mortgages purchased by the Association pursuant to this subsection.

(f) TRANSFER OF FUNDS.—Notwithstanding any of the provisions of this Act or of any other law, an amount equal to the net decrease for the preceding fiscal year in the aggregate principal amount of all mortgages owned by the Association under this section shall, as of July 1 of each of the years 1961 through 1964, be transferred to and merged with the authority provided under section 305(a), and the amount of such authority as specified in section 305(c) shall be increased by any amounts so transferred.

(g) GUARANTEE OF PRINCIPAL AND INTEREST ON TRUST CERTIFICATES AND OTHER SECURITIES; FEES AND CHARGES; SUBROGATION; CONTRACT FOR EXTINGUISHMENT OF RIGHT, TITLE, OR INTEREST IN MORTGAGES; PROTECTION OF INTERESTS; FULL FAITH AND CREDIT; COMMITMENTS LIMITED; LIMITATION ON FEES OR CHARGES.

(1) The Association is authorized, upon such terms and conditions as it may deem appropriate, to guarantee the timely payment of principal of and interest on such trust certificates or other securities as shall (i) be issued by the corporation under section 304(d), or by any other issuer approved for the purposes of this subsection by the Association, and (ii) be based on and backed by a trust or pool composed of mortgages which are insured under the National Housing Act, or which are insured or guaranteed under the Servicemen’s Readjustment Act of 1944, title V of the Housing Act of 1949, or chapter 37 of title 38, United States Code, or which are guaranteed under title XIII of the Public Health Service Act; or guaranteed under section 184 of the Housing and Community Development Act of 1992. The Association may not guarantee the timely payment of principal and interest on a security that is backed by a mortgage insured or guaranteed under chapter 37 of title 38, United States Code, and that was refinanced until the later of the date that is 210 days after the date on which the first monthly payment is made on the mortgage being refinanced and the date on which 6 full monthly payments have been made on the mortgage being refinanced. The Association shall collect from the issuer a reasonable fee for any guaranty under this subsection and shall make such charges as it may determine to be reasonable for the analysis of any trust or other security arrangement proposed by the issuer. In the event the issuer is unable to make any payment of principal of or interest on any security guaranteed under this subsection, the Association shall make such payment as and when due in cash, and thereupon shall be subrogated fully to the rights satisfied by such payment. In any case in which (I) Federal law requires the reduction of the interest rate on any mortgage backing a security guaranteed under this subsection, (II) the mortgagor under the mortgage is a person in the military service, and (III) the issuer of such security fails to receive from the mortgagor the full amount of interest payment due, the Association may make payments of interest on the security in amounts not exceeding the difference between the amount payable under the

interest rate on the mortgage and the amount of interest actually paid by the mortgagor. The Association is hereby empowered, in connection with any guaranty under this subsection, whether before or after any default, to provide by contract with the issuer for the extinguishment, upon default by the issuer, of any redemption, equitable, legal, or other right, title, or interest of the issuer in any mortgage or mortgages constituting the trust or pool against which the guaranteed securities are issued; and with respect to any issue of guaranteed securities, in the event of default and pursuant otherwise to the terms of the contract, the mortgages that constitute such trust or pool shall become the absolute property of the Association subject only to the unsatisfied rights of the holders of the securities based on and backed by such trust or pool. No State or local law, and no Federal law (except Federal law enacted expressly in limitation of this subsection after the effective date of this sentence [October 8, 1980]), shall preclude or limit the exercise by the Association of (A) its power to contract with the issuer on the terms stated in the preceding sentence, (B) its rights to enforce any such contract with the issuer, or (C) its ownership rights, as provided in the preceding sentence, in the mortgages constituting the trust or pool against which the guaranteed securities are issued. The full faith and credit of the United States is pledged to the payment of all amounts which may be required to be paid under any guaranty under this subsection. There shall be excluded from the total amounts set forth in subsection (c) the amounts of any mortgages acquired by the Association as a result of its operations under this subsection.

(2) Notwithstanding any other provision of law and subject only to the absence of qualified requests for guarantees, to the authority provided in this subsection, and to the extent of or in such amounts as any funding limitation approved in appropriation Acts, the Association shall enter into commitments to issue guarantees under this subsection in an aggregate amount of $110,000,000,000 during fiscal year 1996. There are authorized to be appropriated to cover the costs (as such term is defined in section 502 of the Congressional Budget Act of 1974) of guarantees issued under this Act by the Association such sums as may be necessary for fiscal year 1996.

(3)(A) No fee or charge in excess of 6 basis points may be assessed or collected by the United States (including any executive department, agency, or independent establishment of the United States) on or with regard to any guaranty of the timely payment of principal or interest on securities or notes based on or backed by mortgages that are secured by 1- to 4-family dwellings and (i) insured by the Federal Housing Administration under title II of the National Housing Act; or (ii) insured or guaranteed under the Serviceman’s Readjustment Act of 1944, chapter 37 of title 38, United States Code, or title V of the Housing Act of 1949.

(B) The fees charged for the guaranty of securities or on notes based on or backed by mortgages not referred to in subparagraph (A), as authorized by other provisions of law, shall be set by the Association at a level not more than necessary to create reserves sufficient to meet anticipated claims based upon actuarial analysis, and for no other purpose.

(C) Fees or charges for the issuance of commitments or miscellaneous administrative fees of the Association shall not be on a competitive auction basis and shall remain at the level set for such fees or charges as of September 1, 1985, except that such fees or charges may be increased if reasonably related to the cost of administering the program, and for no other purpose.

(D) Not less than 90 days before increasing any fee or charge under subparagraph (B) or (C), the Secretary shall submit to the Congress a certification that such increase is solely for the purpose specified in such subparagraph.

(E)(i) Notwithstanding subparagraphs (A) through (D), fees charged for the guarantee of, or commitment to guarantee, multiclass securities backed by a trust or pool of securities or notes guaranteed by the Association under this subsection, and other related fees shall be charged by the Association in an amount the Association deems appropriate. The Association shall take such action as may be necessary to reasonably assure that such portion of the benefit, resulting from the Association’s multiclass securities program, as the Association determines is appropriate accrues to mortgagors who execute eligible mortgages after the date of the enactment of this subparagraph [August 10, 1993].

(ii) The Association shall provide for the initial implementation of the program for which fees are charged under the first sentence of clause (i) by notice published in the Federal Register. The notice shall be effective upon publication and shall provide an opportunity for public comment. Not later than 12 months after publication of the notice, the Association shall issue regulations for such program based on the notice, comments received, and the experience of the Association in carrying out the program during such period.

(iii) The Association shall consult with persons or entities in such manner as the Association deems appropriate to ensure the efficient commencement and operation of the multiclass securities program.

(iv) No State or local law, and no Federal law (except Federal law enacted expressly in limitation of this clause after the effective date of this subparagraph [August 10, 1993]) shall preclude or limit the exercise by the Association of its power to contract with persons or entities, and its rights to enforce such contracts, for the purpose of ensuring the efficient commencement and continued operation of the multiclass securities program.

12 U.S.C. § 1722

SEC. 307. BENEFITS AND BURDENS INCIDENT TO ADMINISTRATION OF FUNCTIONS AND OPERATIONS UNDER SECTIONS 305 AND 306

All of the benefits and burdens incident to the administration of the functions and operations of the Association under sections 305 and 306, respectively, of this title, after allowance for related

obligations of the Association, its prorated expenses, and the like, including amounts required for the establishment of such reserves as the Secretary of Housing and Urban Development shall deem appropriate, shall inure solely to the Secretary of the Treasury, and such related earnings or other amounts as become available shall be paid annually by the Association to the Secretary of the Treasury for covering into miscellaneous receipts.

12 U.S.C. § 1723

SEC. 308. MANAGEMENT

(a) GOVERNMENT NATIONAL MORTGAGE ASSOCIATION.—All the powers and duties of the Government National Mortgage Association shall be vested in the Secretary of Housing and Urban Development and the Association shall be administered under the direction of the Secretary. Within the limitations of law, the Secretary shall determine the general policies which shall govern the operations of the Association, and shall have power to adopt, amend, and repeal bylaws governing the performance of the powers and duties granted to or imposed upon it by law. There is hereby established in the Department of Housing and Urban Development the position of President, Government National Mortgage Association, who shall be appointed by the President, by and with the advice and consent of the Senate. The Secretary shall select and effect the appointment of qualified persons to fill the offices of vice president, and such other offices as may be provided for in the bylaws. Persons appointed under the preceding sentence shall perform such executive functions, powers, and duties as may be prescribed by the bylaws or by the Secretary, and such persons shall be executive officers of the Association and shall discharge all such executive functions, powers, and duties.

(b) FEDERAL NATIONAL MORTGAGE ASSOCIATION.—The Federal National Mortgage Association shall have a board of directors which shall consist of 13 persons, or such other number that the Director determines appropriate, who shall be elected annually by the common stockholders. Except to the extent that action under section 1377 of the Federal Housing Enterprises Financial Safety and Soundness Act of 1992 temporarily results in a lesser number, the board shall at all times have as members at least one person from the homebuilding industry, at least one person from the mortgage lending industry, and at least one person from the real estate industry, and at least one person from an organization that has represented consumer or community interests for not less than 2 years or one person who has demonstrated a career commitment to the provision of housing for low-income households. Each member of the board of directors shall be elected for a term ending on the date of the next annual meeting of the stockholders. Any seat on the board which becomes vacant after the annual election of the directors shall be filled by the board, but only for the unexpired portion of the term. Within the limitations of law and regulation, the board shall determine the general policies which shall govern the operations of the corporation, and shall have power to adopt, amend, and repeal bylaws governing the performance of the powers and duties granted to or imposed upon it by law. The board of directors shall select and effect the appointment of qualified persons to fill the offices of president and vice president, and such other offices as may be provided for in the bylaws. Any member of the board who is a full-time officer or employee of the Federal Government shall not, as such member, receive compensation for his services.

12 U.S.C. § 1723a

SEC. 309. GENERAL POWERS OF GOVERNMENT NATIONAL MORTGAGE ASSOCIATION AND FEDERAL NATIONAL MORTGAGE ASSOCIATION

(a) SEAL, AND OTHER MATTERS INCIDENT TO OPERATION.—Each of the bodies corporate named in section 302(a)(2) shall have power to adopt, alter, and use a corporate seal, which shall be judicially noticed; to enter into and perform contracts, leases, cooperative agreements, or other transactions, on such terms as it may deem appropriate, with any agency or instrumentality of the United States, or with any State, Territory, or possession, or the Commonwealth of Puerto Rico, or with any political subdivision thereof, or with any person, firm, association, or corporation; to execute, in accordance with its bylaws, all instruments necessary or appropriate in the exercise of any of its powers; in its corporate name, to sue and to be sued, and to complain and to defend, in any court of competent jurisdiction, State or Federal, but no attachment, injunction, or other similar process, mesne or final, shall be issued against the property of the Association or against the Association with respect to its property; to conduct its business without regard to any qualification or similar statute in any State of the United States, including the District of Columbia, the Commonwealth of Puerto Rico, and the Territories and possessions of the United States; to lease, purchase, or acquire any property, real, personal, or mixed, or any interest therein, to hold, rent, maintain, modernize, renovate, improve, use, and operate such property, and to sell, for cash or credit, lease, or otherwise dispose of the same, at such time and in such manner as and to the extent that it may deem necessary or appropriate; to prescribe, repeal, and amend or modify, rules, regulations, or requirements governing the manner in which its general business may be conducted; to accept gifts or donations of services, or of property, real, personal, or mixed, tangible or intangible, in aid of any of its purposes; and to do all things as are necessary or incidental to the proper management of its affairs and the proper conduct of its business.

(b) DETERMINATION WITH RESPECT TO OBLIGATIONS AND EXPENDITURES.—Except as may be otherwise provided in this title, in chapter 91 of title 31, United States Code, or in other laws specifically applicable to Government corporations, the Association shall determine the necessity for and the character and amount of its obligations and expenditures and the manner in which they shall be incurred, allowed, paid, and accounted for.

(1) The Association, including its franchise, capital, reserves, surplus, mortgages or other security holdings, and income shall be exempt from all taxation now or hereafter imposed by the United States, by any territory, dependency, or possession thereof, or by any State, county, municipality, or local taxing authority, except that any real property of the Association shall be subject to State, territorial, county, municipal, or local taxation to the same extent according to its value as other real property is taxed.

(2) The corporation, including its franchise, capital, reserves, surplus, mortgages or other security holdings, and income, shall be exempt from all taxation now or hereafter imposed by any State, territory, possession, Commonwealth, or dependency of the United States, or by the District of Columbia, or by any county, municipality, or local taxing authority, except that any real property of the corporation shall be subject to State, territorial, county, municipal, or local taxation to the same extent as other real property is taxed.

(d) APPOINTMENT AND COMPENSATION OF PERSONNEL; USE OF SERVICES OF OTHER AGENCIES.—

(1) Subject to the provisions of section 308(a), the Secretary of Housing and Urban Development shall have power to select and appoint or employ such officers, attorneys, employees, and agents of the Association, to vest them with such powers and duties, and to fix and to cause the Association to pay such compensation to them for their services, as he may determine, subject to the civil service and classification laws. With the consent of any Government corporation or Federal Reserve bank, or of any board, commission, independent establishment, or executive department of the Government, the Association may avail itself on a reimbursable basis of the use of information, services, facilities, officers, and employees thereof, including any field service thereof, in carrying out the provisions of the title.

(2) The board of directors of the corporation shall have the power to select and appoint or employ such officers, attorneys, employees, and agents, to vest them with such powers and duties, and to fix and to cause the corporation to pay such compensation to them for their services as the board of directors determines reasonable and comparable with compensation for employment in other similar businesses (including other publicly held financial institutions or major financial services companies) involving similar duties and responsibilities, except that a significant portion of potential compensation of all executive officers (as such term is defined in paragraph (3)(C)) of the corporation shall be based on the performance of the corporation; and any such action shall be without regard to the Federal civil service and classification laws. Appointments, promotions, and separations so made shall be based on merit and efficiency, and no political tests or qualifications shall be permitted or given consideration. Each officer and employee of the corporation who is employed by the corporation prior to January 31, 1972, and who on the day previous to the beginning of such employment will have been subject to the civil service retirement law (subch. III of ch. 83 of title 5, United States Code) shall, so long as the employment of such officer or employee by the corporation continues without a break in continuity of service, continue to be subject to such law; and for the purpose of such law the employment of such officer or employee by the corporation without a break in continuity of service shall be deemed to be employment by the Government of the United States. The corporation shall contribute to the Civil Service Retirement and Disability Fund a sum as provided by section 8334(a) of title 5, United States Code, except that such sum shall be determined by applying to the total basic pay (as defined in 5 U.S.C. 8331(3) and except as hereinafter provided) paid to the employees of the corporation who are covered by the civil service retirement law, the per centum rate determined annually by the Director of the Office of Personnel Management to be the excess of the total normal cost per centum rate of the civil service retirement system

over the employee deduction rate specified in section 8334(a) of title 5, United States Code. The corporation shall also pay into the Civil Service Retirement and Disability Fund such portion of the cost of administration of the fund as is determined by the Director of the Office of Personnel Management to be attributable to its employees. Notwithstanding the foregoing provisions, there shall not be considered for the purposes of the civil service retirement law that portion of the basic pay in any one year of any officer or employee of the corporation which exceeds the basic pay provided for positions listed in section 5312 of title 5, United States Code, on the last day of such year: Provided, That with respect to any person whose employment is made subject to the civil service retirement law by section 806 of the Housing and Community Development Act of 1974, there shall not be considered for the purposes of such law that portion of the basic pay of such person in any one year which exceeds the basic pay provided for positions listed in section 5316 of such title 5 on the last day of such year. Except as provided in this subsection, the corporation shall not be subject to the provisions of title 5, United States Code.

(3)(A) Not later than June 30, 1993, and annually thereafter, the corporation shall submit a report to the Committee on Banking, Finance and Urban Affairs of the House of Representatives and the Committee on Banking, Housing and Urban Affairs of the Senate on (i) the comparability of the compensation policies of the corporation with the compensation policies of other similar businesses, (ii) in the aggregate, the percentage of total cash compensation and payments under employee benefit plans (which shall be defined in a manner consistent with the corporation’s proxy statement for the annual meeting of shareholders for the preceding year) earned by executive officers of the corporation during the preceding year that was based on the corporation’s performance, and (iii) the comparability of the corporation’s financial performance with the performance of other similar businesses. The report shall include a copy of the corporation’s proxy statement for the annual meeting of shareholders for the preceding year.

(B) Notwithstanding the first sentence of paragraph (2), after the date of the enactment of the Federal Housing Enterprises Financial Safety and Soundness Act of 1992 [October 28, 1992], the corporation may not enter into any agreement or contract to provide any payment of money or other thing of current or potential value in connection with the termination of employment of any executive officer of the corporation, unless such agreement or contract is approved in advance by the Director of the Federal Housing Finance Agency. The Director may not approve any such agreement or contract unless the Director determines that the benefits provided under the agreement or contract are comparable to benefits under such agreements for officers of other public and private entities involved in financial services and housing interests who have comparable duties and responsibilities. For purposes of this subparagraph, any renegotiation, amendment, or change after such date of enactment [October 28, 1992], to any such agreement or contract entered into on or before such date of enactment [October 28, 1992], shall be considered entering into an agreement or contract.

(C) For purposes of this paragraph, the term “executive officer” has the meaning given the term in section 1303 of the Federal Housing Enterprises Financial Safety and Soundness Act of 1992.

(4) Notwithstanding any other provision of this section, the corporation shall not transfer, disburse, or pay compensation to any executive officer, or enter into an agreement with such executive officer, without the approval of the Director, for matters being reviewed under section 1318 of the Federal Housing Enterprises Financial Safety and Soundness Act of 1992 (12 U.S.C. 4518).

(e) PROHIBITION AGAINST USE OF NAMES; INJUNCTION; DAMAGES.—No individual, association, partnership, or corporation, except the bodies corporate named in section 302(a)(2) of this title, shall hereafter use the words “Federal National Mortgage Association,” “Government National Mortgage Association,” or any combination of such words, as the name or a part thereof under which the individual, association, partnership, or corporation shall do business. Violations of the foregoing sentence may be enjoined by any court of general jurisdiction at the suit of the proper body corporate. In any such suit, the plaintiff may recover any actual damages flowing from such violation, and, in addition, shall be entitled to punitive damages (regardless of the existence or nonexistence of actual damages) of not exceeding $100 for each day during which such violation is committed or repeated.

(f) PREPARATION OF FORMS OF OBLIGATIONS AND CERTIFICATES.—In order that the Association may be supplied with such forms of obligations or certificates as it may need for issuance under this title, the Secretary of the Treasury is authorized, upon request of the Association, to prepare such forms as shall be suitable and approved by the Association, to be held in the Treasury subject to delivery, upon order of the Association. The engraved plates, dies, bed pieces, and other material executed in connection therewith shall remain in the custody of the Secretary of the Treasury. The Association shall reimburse the Secretary of the Treasury for any expenses incurred in the preparation, custody, and delivery of such forms.

(g) DEPOSITARIES, CUSTODIANS, AND FISCAL AGENTS.—The Federal Reserve banks are authorized and directed to act as depositaries, custodians, and fiscal agents for each of the bodies corporate named in section 302(a)(2), for its own account or as fiduciary, and such banks shall be reimbursed for such services in such manner as may be agreed upon; and each of such bodies corporate may itself act in such capacities, for its own account or as fiduciary, and for the account of others.

(h) Repealed.

(i) Repealed.

(j) AUDIT; ACCESS TO BOOKS, ETC.; REPORT OF AUDIT.—

(1) The programs, activities, receipts, expenditures, and financial transactions of the corporation shall be subject to audit by the Comptroller General of the United States under

such rules and regulations as may be prescribed by the Comptroller General. The representatives of the Government Accountability Office shall have access to such books, accounts, financial records, reports, files, and such other papers, things, or property belonging to or in use by the corporation and necessary to facilitate the audit, and they shall be afforded full facilities for verifying transactions with the balances or securities held by depositories, fiscal agents, and custodians. A report on each such audit shall be made by the Comptroller General to the Congress. The corporation shall reimburse the Government Accountability Office for the full cost of any such audit as billed therefor by the Comptroller General.

(2) To carry out this subsection, the representatives of the Government Accountability Office shall have access, upon request to the corporation or any auditor for an audit of the corporation under subsection (l), to any books, accounts, financial records, reports, files, or other papers, things, or property belonging to or in use by the corporation and used in any such audit and to any papers, records, files and reports of the auditor used in such an audit.

(k) FINANCIAL REPORTS; SUBMISSION TO DIRECTOR; CONTENTS.—

(1) The corporation shall submit to the Director of the Federal Housing Finance Agency annual and quarterly reports of the financial condition and operations of the corporation which shall be in such form, contain such information, and be submitted on such dates as the Director shall require.

(2) Each such annual report shall include―

(A) financial statements prepared in accordance with generally accepted accounting principles;

(B) any supplemental information or alternative presentation that the Director may require; and

(C) an assessment (as of the end of the corporation’s most recent fiscal year), signed by the chief executive officer and chief accounting or financial officer of the corporation, of―

(i) the effectiveness of the internal control structure and procedures of the corporation; and

(ii) the compliance of the corporation with designated safety and soundness laws.

(3) The corporation shall also submit to the Director any other reports required by the Director pursuant to section 1314 of the Federal Housing Enterprises Financial Safety and Soundness Act of 1992.

(4) Each report of financial condition shall contain a declaration by the president, vice president, treasurer, or any other officer designated by the board of directors of the corporation to make such declaration, that the report is true and correct to the best of such officer’s knowledge and belief.

(l) INDEPENDENT AUDITS OF FINANCIAL STATEMENTS.—

(1) The corporation shall have an annual independent audit made of its financial statements by an independent public accountant in accordance with generally accepted auditing standards.

(2) In conducting an audit under this subsection, the independent public accountant shall determine and report on whether the financial statements of the corporation (A) are presented fairly in accordance with generally accepted accounting principles, and (B) to the extent determined necessary by the Director, comply with any disclosure requirements imposed under subsection (k)(2)(B).

(m) MORTGAGE DATA COLLECTION AND REPORTING REQUIREMENTS.—

(1) The corporation shall collect, maintain, and provide to the Director of the Federal Housing Finance Agency, in a form determined by the Director, data relating to its mortgages on housing consisting of 1 to 4 dwelling units. Such data shall include―

(A) the income, census tract location, race, and gender of mortgagors under such mortgages;

(B) the loan-to-value ratios of purchased mortgages at the time of origination;

(D) the number of units in the housing subject to the mortgage and whether the units are owner-occupied; and

(E) any other characteristics that the Secretary considers appropriate, to the extent practicable.

(2) The corporation shall collect, maintain, and provide to the Director of the Federal Housing Finance Agency, in a form determined by the Director, data relating to its mortgages on housing consisting of more than 4 dwelling units. Such data shall include―

(A) census tract location of the housing;

(B) income levels and characteristics of tenants of the housing (to the extent practicable);

(D) mortgage characteristics (such as the number of units financed per mortgage and the amount of loans);

(E) mortgagor characteristics (such as nonprofit, for-profit, limited equity cooperatives);

(F) use of funds (such as new construction, rehabilitation, refinancing);

(G) type of originating institution; and

(H) any other information that the Secretary considers appropriate to the extent practicable.

(3)(A) Except as provided in subparagraph (B), this subsection shall apply only to mortgages purchased by the corporation after December 31, 1992.

(B) This subsection shall apply to any mortgage purchased by the corporation after the date determined under subparagraph (A) if the mortgage was originated before such date, but only to the extent that the data referred in paragraph (1) or (2), as applicable, is available to the corporation.

(n) REPORT ON HOUSING ACTIVITIES; CONTENTS; PUBLIC DISCLOSURE.—

(1) The corporation shall submit to the Committee on Banking, Finance and Urban Affairs of the House of Representatives, the Committee on Banking, Housing and Urban Affairs of the Senate, and the Director of the Federal Housing Finance Agency a report on its activities under subpart B of part 2 of subtitle A of the Federal Housing Enterprises Financial Safety and Soundness Act of 1992.

(2) The report under this subsection shall―

(A) include, in aggregate form and by appropriate category, statements of the dollar volume and number of mortgages on owner-occupied and rental properties purchased which relate to each of the annual housing goals established under such subpart;

(B) include, in aggregate form and by appropriate category, statements of the number of families served by the corporation, the income class, race, and gender of homebuyers served, the income class of tenants of rental housing (to the extent such information is available), the characteristics of the census tracts, and the geographic distribution of the housing financed;

(C) include a statement of the extent to which the mortgages purchased by the corporation have been used in conjunction with public subsidy programs under Federal law;

(D) include statements of the proportion of mortgages on housing consisting of 1 to 4 dwelling units purchased by the corporation that have been made to first-time homebuyers, as soon as providing such data is practicable, and identifying any special programs (or revisions to conventional practices) facilitating homeownership opportunities for first-time homebuyers;

(E) include, in aggregate form and by appropriate category, the data provided to the Secretary under subsection (m)(1)(B);

(F) compare the level of securitization versus portfolio activity;

(G) assess underwriting standards, business practices, repurchase requirements, pricing, fees, and procedures, that affect the purchase of mortgages for low- and moderate-income families, or that may yield disparate results based on the race of the borrower, including revisions thereto to promote affordable housing or fair lending;

(H) describe trends in both the primary and secondary multifamily housing mortgage markets, including a description of the progress made, and any factors impeding progress toward standardization and securitization of mortgage products for multifamily housing;

(I) describe trends in the delinquency and default rates of mortgages secured by housing for low- and moderate-income families that have been purchased by the corporation, including a comparison of such trends with delinquency and default information for mortgage products serving households with incomes above the median level that have been purchased by the corporation, and evaluate the impact of such trends on the standards and levels of risk of mortgage products serving low- and moderate-income families;

(J) describe in the aggregate the seller and servicer network of the corporation, including the volume of mortgages purchased from minority-owned, women-owned, and community-oriented lenders, and any efforts to facilitate relationships with such lenders;

(K) describe the activities undertaken by the corporation with nonprofit and for-profit organizations with State and local governments and housing finance agencies, including how the corporation’s activities support the objectives of comprehensive housing affordability strategies under section 105 of the Cranston-Gonzalez National Affordable Housing Act; and

(L) include any other information that the Director of the Federal Housing Finance Agency considers appropriate.

(3)(A) The corporation shall make each report under this subsection available to the public at the principal and regional offices of the corporation.

(B) Before making a report under this subsection available to the public, the corporation may exclude from the report information that the Director of the Federal Housing Finance Agency has determined is proprietary information under section 1326 of the Federal Housing Enterprises Financial Safety and Soundness Act of 1992.

(o) AFFORDABLE HOUSING ADVISORY COUNCIL.—

(1) Not later than 4 months after the date of enactment of the Federal Housing Enterprises Financial Safety and Soundness Act of 1992 [October 28, 1992], the corporation shall appoint an Affordable Housing Advisory Council to advise the corporation regarding possible methods for promoting affordable housing for low- and moderate-income families.

(2) The Affordable Housing Advisory Council shall consist of 15 individuals, who shall include representatives of community-based and other nonprofit and for-profit organizations and State and local government agencies actively engaged in the promotion, development, or financing of housing for low- and moderate-income families.

12 U.S.C. § 1723b

SEC 310. INVESTMENT OF FUNDS

Moneys of the Association not invested in mortgages or other security holdings or in operating facilities shall be kept in cash on hand or on deposit, or invested in obligations of the United States or guaranteed thereby, or in obligations, participations, or other instruments which are lawful investments for fiduciary, trust, or public funds.

12 U.S.C. § 1723c

SEC. 311. OBLIGATIONS, PARTICIPATIONS, OR OTHER INSTRUMENTS AS LAWFUL INVESTMENTS; ACCEPTANCE AS SECURITY; EXEMPT SECURITIES

All obligations, participations, or other instruments issued by either of the bodies corporate named in section 302(a)(2) shall be lawful investments, and may be accepted as security for all fiduciary, trust, and public funds, the investment or deposit of which shall be under the authority and control of the United States or any officer or officers thereof. All stock, obligations, securities, participations, or other instruments issued pursuant to this title shall, to the same extent as securities which are direct obligations of or obligations guaranteed as to principal or interest by the United States, be deemed to be exempt securities within the meaning of laws administered by the Securities and Exchange Commission.

12 U.S.C. § 1716

note

SEC. 312. SHORT TITLE

This title III may be referred to as the “Federal National Mortgage Association Charter Act”.

12 U.S.C. § 1723e

SEC. 313. INTERIM AUTHORITY TO PURCHASE CERTAIN MORTGAGES

Repealed.

12 U.S.C. § 1723f

SEC. 314. PURCHASE OF ENERGY CONSERVING IMPROVEMENT LOANS TO LOW- AND MODERATE-INCOME FAMILIES

Repealed.

12 U.S.C. § 1723g

SEC. 315. AUTHORITY OF SOLAR ENERGY AND ENERGY CONSERVATION BANK TO PURCHASE LOANS AND ADVANCES OF CREDIT FOR ENERGY CONSERVING IMPROVEMENTS OR SOLAR ENERGY SYSTEMS

Repealed.

12 U.S.C. § 1723h

SEC. 316. AUTHORITY OF SOLAR ENERGY AND ENERGY CONSERVATION BANK TO PURCHASE MORTGAGES SECURED BY NEWLY CONSTRUCTED HOMES WITH SOLAR ENERGY SYSTEMS

Repealed.

12 U.S.C. § 1723i

SEC. 317. CIVIL MONEY PENALTIES AGAINST ISSUERS

(a) IN GENERAL.—

(1) AUTHORITY.—Whenever an issuer or custodian approved under section 306(g) knowingly and materially violates any provisions of subsection (b), the Secretary of Housing and Urban Development may impose a civil money penalty on the issuer or the custodian in accordance with the provisions of this section. The penalty shall be in addition to any other available civil remedy or any available criminal penalty and may be imposed whether or not the Secretary imposes other administrative sanctions.

(2) AMOUNT OF PENALTY.—The amount of the penalty, as determined by the Secretary, may not exceed $5,000 for each violation, except that the maximum penalty for all violations by a particular issuer or custodian during any one-year period shall not exceed $1,000,000.

Each violation of a provision of subsection (b)(1) shall constitute a separate violation with respect to each pool of mortgages. In the case of a continuing violation, as determined by the Secretary, each day shall constitute a separate violation.

(b) VIOLATIONS FOR WHICH A PENALTY MAY BE IMPOSED.—

(1) VIOLATIONS.—The violations by an issuer or a custodian for which the Secretary may impose a civil money penalty under subsection (a) are the following:

(A) Failure to make timely payments of principal and interest to holders of securities guaranteed under section 306(g).

(B) Failure to segregate cash flow from pooled mortgages or to deposit either principal and interest funds or escrow funds into special accounts with a depository institution whose accounts are insured by the National Credit Union Administration or by the Federal Deposit Insurance Corporation through the Deposit Insurance Fund.

(D) Transfer of servicing for a pool of mortgages to an issuer not approved under this title, unless expressly permitted by statute, regulation, or contract approved by the Secretary.

(E) Failure to maintain a minimum net worth in accordance with requirements prescribed by the Association.

(F) Failure to promptly notify the Association in writing of any changes that materially affect the business status of an issuer.

(G) Submission to the Association of false information in connection with any securities guaranteed, or mortgages pooled, under section 306(g).

(H) Hiring, or retaining in employment, an officer, director, principal, or employee whose duties involve, directly or indirectly, programs administered by the Association while such person was under suspension or debarment by the Secretary.

(I) Submission to the Association of a false certification either on its own behalf or on behalf of another person or entity.

(J) Failure to comply with an agreement, certification, or condition of approval set forth on, or applicable to, the application for approval as an issuer of securities under section 306(g).

(K) Violation of any provisions of this title or any implementing regulation, handbook, or participant letter issued under authority of this title.

(2) NOTIFICATION TO ATTORNEY GENERAL.—Before taking action to impose a civil money penalty for a violation under paragraph (1)(G) or paragraph (1)(I), the Secretary shall inform the Attorney General of the United States.

(1) ESTABLISHMENT.—The Secretary shall establish standards and procedures governing the imposition of civil money penalties under subsection (a). The standards and procedures—

(A) shall provide for the Secretary to make the determination to impose the penalty;

(B) shall provide for the imposition of a penalty only after an issuer or a custodian has been given notice of, and opportunity for, a hearing on the record; and

(C) may provide for review by the Secretary of any determination or order, or interlocutory ruling, arising from a hearing.

(2) FINAL ORDERS.—If no hearing is requested within 15 days of receipt of a notice of opportunity for hearing, the imposition of a penalty shall constitute a final and unappealable determination. If the Secretary reviews the determination or order, the Secretary may affirm, modify, or reverse that determination or order. If the Secretary does not review the determination or order within 90 days of the issuance of the determination or order, the determination or order shall be final.

(3) FACTORS IN DETERMINING AMOUNT OF PENALTY.—In determining the amount of a penalty under subsection (a), consideration shall be given to such factors as the gravity of the offense, any history of prior offenses (including offenses occurring before enactment of this section), ability to pay the penalty, injury to the public, benefits received, deterrence of future violations, and such other factors as the Secretary may determine by regulations.

(4) REVIEWABILITY OF IMPOSITION OF PENALTY.—The Secretary’s determination or order imposing a penalty under subsection (a) shall not be subject to review, except as provided in subsection (d).

(d) JUDICIAL REVIEW OF AGENCY DETERMINATION.—

(1) IN GENERAL.—After exhausting all administrative remedies established by the Secretary under subsection (c)(1), an issuer or a custodian against which the Secretary has imposed a civil money penalty under subsection (a) may obtain a review of the penalty and such ancillary issues as may be addressed in the notice provided under subsection (c)(1)(A) in the appropriate court of appeals of the United States, by filing in such court, within 20

days after the entry of such order or determination, a written petition praying that the Secretary’s order or determination be modified or be set aside in whole or in part.

(2) OBJECTIONS NOT RAISED IN HEARING.—A court shall not consider any objection that was not raised in the hearing conducted pursuant to subsection (c)(1) unless a demonstration is made of extraordinary circumstances causing the failure to raise the objection. If any party demonstrates to the satisfaction of the court that additional evidence, which was not presented at such hearing, is material and that there were reasonable grounds for the failure to present such evidence at the hearing, the court shall remand the matter to the Secretary for consideration of such additional evidence.

(3) SCOPE OF REVIEW.—The decisions, findings, and determinations of the Secretary shall be reviewed pursuant to section 706 of title 5, United States Code.

(4) ORDER TO PAY PENALTY.—Notwithstanding any other provision of law, the court shall have the power in any such review to order payment of the penalty imposed by the Secretary.

(e) ACTION TO COLLECT PENALTY.—If any issuer or custodian fails to comply with the Secretary’s determination or order imposing a civil money penalty under subsection (a), after the determination or order is no longer subject to review as provided by subsections (c)(1) and (d), the Secretary may request the Attorney General of the United States to bring an action in an appropriate United States district court to obtain a monetary judgment against the issuer or custodian and such other relief as may be available. The monetary judgment may, in the discretion of the court, include any attorneys fees and other expenses incurred by the United States in connection with the action. In an action under this subsection, the validity and appropriateness of the Secretary’s determination or order imposing the penalty shall not be subject to review.

(f) SETTLEMENT BY SECRETARY.—The Secretary may compromise, modify, or remit any civil money penalty which may be, or has been, imposed under this section.

(g) “KNOWINGLY” DEFINED.—The term “knowingly” means having actual knowledge of or acting with deliberate ignorance of or reckless disregard for the prohibitions under this section.

(h) REGULATIONS.—The Secretary shall issue such regulations as the Secretary deems appropriate to implement this section.

(i) DEPOSIT OF PENALTIES.—The Secretary shall deposit all civil money penalties collected under this section into moneys of the Association pursuant to section 307.

Exhibit 10.1

ADVISORY COUNCIL MEMBERSHIP AGREEMENT

This Advisory Council Membership Agreement (the “Agreement”) is made as of February 3, 2017, by and between Fannie Mae, (the “Company”), and Antony Jenkins (“Advisor”).

R E C I T A L S :

WHEREAS, Company has formed a Digital Advisory Council (the “ Advisory Council ”) to assist it in evaluation of its technology and business activities, as further described in this Agreement.

WHEREAS, Company wishes to engage the services of Advisor, as a member of its Advisory Council, to provide the services set forth below, and Advisor wishes to provide such services.

NOW, THEREFORE, in consideration of the covenants hereinafter stated, the parties agree as follows:

1. Engagement .

1.1 Advisory Council . For the term of this Agreement, the Advisor shall serve as a member of the Advisory Council. The Advisory Council shall consist of the Advisor and such other members as shall be determined by the Company. The Company may adopt an Advisory Council charter, which shall be mutually agreeable to the Company and the members of the Advisory Council.

1.2 Advisor Services . The Advisor’s services to the Company hereunder shall consist of service on the Advisory Council to render the advice and other services agreed upon by the Advisor and the Company from time to time (the “ Services ”) as specified in Exhibit A attached hereto.

2. Compensation and Expenses .

2.1 Compensation. As consideration for the Services to be provided by the Advisor and other obligations, Advisor shall receive Sixty Thousand Dollars ($60,000) per annum (“Advisory Fee”). The Advisory Fee shall be paid in two (2) equal installments in January and July of each year.

2.2 Expenses. The Company shall reimburse Advisor, on a monthly basis, for all usual, reasonable and necessary expense paid or incurred by Advisor in connection with, or related to, the performance of Advisor’s performance of the Services under this Agreement, subject to pre-approval of the expenses by the Company and satisfactory receipt by the Company of appropriate documentary proof of all expenditures for which reimbursement is sought and the approval thereof by the Company.

3. Term.

3.1 Term . The initial term of this Agreement is three (3) years beginning on the Effective Date set forth above and will automatically renew for additional terms of one (1) year until terminated in accordance with this Section.

3.2 Termination . Either party may terminate this Agreement without cause upon thirty (30) days’ advance written notice to the other party. Company may terminate this Agreement immediately if Advisor is in material breach of this Agreement. This Agreement and any unearned rights to compensation by Advisor shall immediately terminate if this Agreement is terminated for any reason.

3.3 Survival . The rights and obligations contained in Sections 3, 6, 7, 8, 9, and 11 will survive any termination of this Agreement.

4. Independent Contractor Relationship . Advisor’s relationship to the Company shall be that of an independent Advisor. Nothing in this Agreement shall be construed to create any partnership, joint venture, employer-employee or agency relationship between Company and Advisor. Company shall not be responsible to Advisor or any governing body for any payroll-related taxes or insurance related to the performance of the terms of this Agreement.

5. Disclosure of Interest. Upon learning that the Company is considering entering into a contract or transaction with an enterprise in which Advisor has a direct or indirect interest, whether individually or as a director, officer, employee, agent or equity owner thereof, Advisor shall immediately notify the Company of the material facts of her interest in such enterprise. Such notice shall be in writing and given to the Company at the address set forth in Section 10.3 below.

6. Intellectual Property

6.1 Proprietary Rights Created Outside of Performance of Services. Any and all inventions, discoveries, processes, ideas, methods, designs and know-how, whether or not patentable, which Advisor may conceive or make either alone or in conjunction with others, prior to the term of this Agreement or during the term of this Agreement that were not developed in connection with the Services performed hereunder, shall remain the exclusive property of Advisor.

6.2 Ownership . All ideas, inventions, improvements, methods, processes, works of authorship and other forms of intellectual property that the Advisor conceives, reduces to practice or develops during the term of the Agreement, alone or in conjunction with others, in connection with performance of the Services, including designs, data, software code, ideas, inventions, know-how, materials, marks, methods, procedures, tools, interfaces, and other forms of technology as well as any intellectual property rights of any kind therein (collectively, the “ Work Product ”), will be the sole and exclusive property of the Company. Any and all elements of the Work Product that are works of authorship eligible to be “works made for hire” under the U.S. Copyright Act shall be considered works made for hire with the Company as “author.” Advisor hereby irrevocably assigns, transfers, and conveys in perpetuity to Company any and all present and future intellectual property rights that Advisor may have in or to any Work Products, and irrevocably waives all moral rights in, and all other intellectual property rights to, all Work Products.

6.3 Assistance . Advisor agrees to assist the Company in any reasonable manner to obtain and enforce for the Company’s benefit any patents, copyrights and other property rights in any and all countries, with respect to any Intellectual Property, and Advisor agrees to execute, when requested, patent, copyright or similar applications and assignments to the Company and any other lawful documents deemed necessary by the Company to carry out the purpose of this Agreement with respect thereto. If called upon to render assistance under this paragraph after the term of this Agreement, Advisor will be entitled to a fair and reasonable fee in addition to reimbursement of authorized expenses incurred at the prior written request of the Company. In the event that the Company is unable for any reason to secure the Advisor’s signature to any document required to apply for or execute any patent, copyright or other applications with respect to any Intellectual Property (including improvements, renewals, extensions, continuations, divisions or continuations-in-part thereof), after a written demand is made therefore upon Advisor (which shall refer to the provisions of this paragraph), Advisor hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as Advisor’s agents and attorneys-in-fact to act for and in Advisor’s behalf and instead of Advisor, to execute and file any such application and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, mask works or other rights thereon with the same legal force and effect as if executed by Advisor.

7. Confidentiality .

7.1 Confidential Information Advisor acknowledges that in serving the Company in its capacity as Advisor as contemplated by this Agreement, Advisor may be given or obtain access information that is not a matter of public knowledge or which is specifically designated as confidential which may include, without limitation, trade secrets, product development strategy and activity, product concepts and features, marketing strategy, corporate assessments and strategic plans, pricing, financial and statistical information, accounting information, identity of suppliers or clients, software (including source code and object code), technical specifications, systems, processes, formulae, inventions, discoveries, developments, designs, drawings, models, algorithms, flow charts and other documentation policies, guidelines, procedures, practices, disputes, or litigation, and similar information which may otherwise become available during the term of this Agreement (collectively, the “Confidential Information”). Accordingly, Advisor agrees to: (i) restrict the access to, possession, knowledge, and use of, Company’s Confidential Information to Advisor, (ii) accord Company’s Confidential Information at least the same level of protection against unauthorized use and disclosure as Advisor customarily accords to its own information of a similar nature but no less than a commercially reasonable degree of protection, (iii) use Company’s Confidential Information solely in accordance with the terms of this Agreement, and (iv) promptly notify Company, in writing, of any actual or suspected loss or unauthorized use, disclosure or access of Company’s Confidential Information of which Advisor becomes aware, and take all steps reasonably requested by Company to limit, stop or otherwise

prevent such loss or unauthorized use, disclosure or access. In the event of termination of this Agreement for any reason or by either party, Advisor shall forthwith deliver to Company (without retaining copies thereof), any and all Confidential Information, documents or other written information obtained from Company, and Advisor shall not thereafter disclose or use any Confidential Information relating to the Company.

7.2 Exclusions . The relevant restrictions on use and disclosure of Confidential Information shall not apply if the Confidential Information: (a) was previously rightfully known by Advisor free of any obligation to keep it confidential; (b) is or becomes publicly known through no wrongful act of Advisor; (c) is independently developed by Advisor without reference to the Confidential Information of Company; or (d) is subject to disclosure pursuant to a subpoena, judicial or governmental requirement, or order, provided that Advisor, to the extent permitted by law has given Company sufficient prior notice of such subpoena, requirement, or order, to provide Advisor a reasonable opportunity to object to the subpoena, requirement, or order and to allow Company the opportunity to seek a protective order or other appropriate remedy.

8. No Authority to Bind Company . Advisor acknowledges and agrees that Advisor has no authority to enter into contracts that bind the Company or create obligations on the part of the Company without the prior written authorization of the Company.

9. Limitation of Liability . In no event will Company be liable for any consequential, indirect, exemplary, special, or incidental damages arising from or relating to this Agreement. Company’s total cumulative liability in connection with this Agreement, whether in contract or tort or otherwise, will not exceed the aggregate amount of Fees owed by Company to Advisor for Services performed under this Agreement.

10. Miscellaneous .

10.1. Amendments and Waivers . Any term of this Agreement may be amended or waived only with the written consent of both parties.

10.2 Other Agreements . Advisor hereby represents that Advisor is not a party to any other agreements or commitments that would hinder Advisor’s performance of the Services, other than those disclosed to Company in advance of the execution of this Agreement.

10.3. Notices . Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when delivered personally or by overnight courier or sent by email or fax (upon customary confirmation of receipt), or forty-eight (48) hours after being deposited in the U.S. mail as certified or registered mail with postage prepaid, addressed to the party to be notified at such party’s address or fax number as set forth on the signature page or as subsequently modified by written notice.

10.4. Governing Law . This Agreement shall be governed by and construed under the laws of the District of Columbia, without reference to or application of the conflicts of law principles. Any and all disputes between the parties that cannot be settled by mutual agreement shall be resolved solely and exclusively in the courts located within the District of Columbia. Both parties consent to the jurisdiction and venue of such courts and irrevocably waive any objections thereto.

10.5. Severability . In the event any one or more of the provisions of this Agreement is held to be invalid or otherwise unenforceable, the enforceability of the remaining provisions shall be unimpaired.

10.6. Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.

10.7. Disclosure . Advisor acknowledges and agrees that Company may publicly disclose that Advisor is a member of the Advisory Council.

10.8 Compliance with Laws . In its performance of this Agreement, Advisor shall fully comply with all federal, state and local laws, rules, regulations, statutes, ordinances, codes and requirements. Advisor shall promptly notify Company if Advisor becomes aware of any fraud and/or any actual or suspected violation of any such laws, rules, regulations, statutes, ordinances, codes and requirements that relate to the Services or this

Agreement. Advisor shall fully cooperate with Fannie Mae and all governmental authorities in connection with any such actual or suspected fraud or violations

In Witness hereof, the parties have executed this Advisory Council Membership Agreement as of the date set forth above.



Fannie Mae 3900 Wisconsin Ave. Washington, DC 20016	Advisor

Signed: /s/ Timothy J. Mayopoulos Name: Timothy J. Mayopoulos Title: President and Chief Executive Officer Date:	Signed: /s/ Antony Jenkins Name: Antony Jenkins Title: Advisor Date:

EXHIBIT A: Description of Services

The purpose of the Advisory Council is to provide support to the Company’s senior leadership as they develop and promote innovation for the organization. The Advisor shall perform the following Services:


1.	Act as a sounding board to the Company CEO on specific areas of interest


2.	Review, discuss, challenge and support Company’s innovation focus and long-term innovation strategy


3.	Share Advisor’s knowledge and learnings with the Company’s Management Committee and Company team members


4.	Work with other Advisory Council members to proactively drive innovation ideas for Company


5.	Respond to Company requests for ad hoc help in areas such as introductions and discussion of specific business items


6.	Attend two (2) half day in-person Advisory Council meetings per year, with additional ad hoc availability via email and/or conference calls

Exhibit 31.1

CERTIFICATION

PURSUANT TO SECURITIES EXCHANGE ACT RULE 13a-14(a)

I, Timothy J. Mayopoulos, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 of Fannie Mae (formally, the Federal National Mortgage Association);


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



	/s/ Timothy J. Mayopoulos
	Timothy J. Mayopoulos President and Chief Executive Officer

Date: August 2, 2018

Exhibit 31.2

CERTIFICATION

PURSUANT TO SECURITIES EXCHANGE ACT RULE 13a-14(a)

I, David C. Benson, certify that:


1.	I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 of Fannie Mae (formally, the Federal National Mortgage Association);


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



		/s/ David C. Benson
		David C. Benson Executive Vice President and Chief Financial Officer

Date: August 2, 2018

Exhibit 32.1

CERTIFICATION

In connection with the Quarterly Report on Form 10-Q of Fannie Mae (formally, the Federal National Mortgage Association) for the quarter ended June 30, 2018 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Timothy J. Mayopoulos, President and Chief Executive Officer of Fannie Mae, certify, pursuant to 18 U.S.C. Section 1350, that to my knowledge:


1.	The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and


2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Fannie Mae.



		/s/ Timothy J. Mayopoulos
		Timothy J. Mayopoulos President and Chief Executive Officer

Date: August 2, 2018

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.

Exhibit 32.2

CERTIFICATION

In connection with the Quarterly Report on Form 10-Q of Fannie Mae (formally, the Federal National Mortgage Association) for the quarter ended June 30, 2018 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David C. Benson, Executive Vice President and Chief Financial Officer of Fannie Mae, certify, pursuant to 18 U.S.C. Section 1350, that to my knowledge:


1.	The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and


2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Fannie Mae.



		/s/ David C. Benson
		David C. Benson Executive Vice President and Chief Financial Officer

Date: August 2, 2018

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.