We have been under conservatorship, with the Federal Housing Finance Agency ("FHFA") acting


      as conservator, since September 6, 2008. As conservator, FHFA succeeded to all rights,
      titles, powers and privileges of the company, and of any shareholder, officer or director of
      the company with respect to the company and its assets. The conservator has since provided
      for the exercise of certain functions and authorities by our Board of Directors. Our
      directors owe their fiduciary duties of care and loyalty solely to the conservator. Thus,
      while we are in conservatorship, the Board has no fiduciary duties to the company or its
      stockholders.
      We do not know when or how the conservatorship will terminate, what further changes to our
      business will be made during or following conservatorship, what form we will have and what
      ownership interest, if any, our current common and preferred stockholders will hold in us
      after the conservatorship is terminated or whether we will continue to exist following
      conservatorship. Members of Congress and the Administration continue to express the
      importance of housing finance system reform.
      We are not currently permitted to pay dividends or other distributions to stockholders. Our
      agreements with the U.S. Department of the Treasury ("Treasury") include a commitment from
      Treasury to provide us with funds to maintain a positive net worth under specified
      conditions; however, the U.S. government does not guarantee our securities or other
      obligations. Our agreements with Treasury also include covenants that significantly restrict
      our business activities. For additional information on the conservatorship, the uncertainty
      of our future, and our agreements with Treasury, see "Business-Conservatorship, Treasury
      Agreements and Housing Finance Reform" and "Risk Factors-GSE and Conservatorship Risk" in
      our Form 10-K for the year ended December 31, 2021 ("2021 Form 10-K").

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 2021 Form 10-K. You can find a "Glossary of Terms Used in This Report" in our 2021 Form 10-K.

Forward-looking statements in this report are based on management's current expectations and are subject to significant uncertainties and changes in circumstances, as we describe in "Forward-Looking Statements." Future events and our future results may differ materially from those reflected in our forward-looking statements due to a variety of factors, including those discussed in "Risk Factors" and elsewhere in this report and in our 2021 Form 10-K.



Introduction


Fannie Mae is a leading source of financing for mortgages in the United States, with $4.3 trillion in assets as of March 31, 2022. Organized as a government-sponsored entity, Fannie Mae is a shareholder-owned corporation. Our charter is an act of Congress, which establishes that our purposes are to provide liquidity and stability to the residential mortgage market and to promote access to mortgage credit. We were initially established in 1938.

Our revenues are primarily driven by guaranty fees we receive for assuming the credit risk on loans underlying the mortgage-backed securities we issue. We do not originate loans or lend money directly to borrowers. Rather, we work primarily with lenders who originate loans to borrowers. We securitize those loans into Fannie Mae mortgage-backed securities that we guarantee (which we refer to as Fannie Mae MBS or our MBS).

Effectively managing credit risk is key to our business. In exchange for assuming credit risk on the loans we acquire, we receive guaranty fees. These fees take into account the credit risk characteristics of the loans we acquire. Guaranty fees are set at the time we acquire loans and do not change over the life of the loan. How long a loan remains in our guaranty book is heavily dependent on interest rates. When interest rates decrease, a larger portion of our book of business turns over as more loans refinance. On the other hand, as interest rates increase, fewer loans refinance and our book turns over more slowly. Since guaranty fees are set at the time a loan is originated, the impact of any change in guaranty fees on future revenues depends on the rates at which loans in our book of business turn over and new loans are added.



                  Fannie Mae First Quarter 2022 Form 10-Q           1


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                                    MD&A | Executive Summary


Executive Summary

Summary of Our Financial Performance



                    [[Image Removed: fnm-20220331_g1.jpg]]

Q1 2022 vs. Q1 2021

•Net revenues increased $653 million in the first quarter of 2022 compared with the first quarter of 2021, primarily due to higher base guaranty fees driven by an increase in the size of our guaranty book of business, partially offset by a decrease in amortization income as a result of lower prepayment volumes in the first quarter of 2022 compared with the first quarter of 2021.

•Net income decreased $585 million in the first quarter of 2022 compared with the first quarter of 2021, driven primarily by a shift from credit-related income in the first quarter of 2021 to credit-related expense in the first quarter of 2022, partially offset by an increase in net interest income due to higher base guaranty fees as discussed above.

•Net worth increased to $51.8 billion as of March 31, 2022 from $47.4 billion as of December 31, 2021. The increase is attributable to $4.4 billion of comprehensive income for the first quarter of 2022.

Financial Performance Outlook

We expect lower amortization income in 2022 compared with 2021, driven by reduced refinancing activity. In addition, we expect a shift from significant credit-related income in 2021 to modest credit-related expense in 2022. We expect those factors to result in lower net income in 2022 compared with 2021. See "Key Market Economic Indicators" for a discussion of how home prices, interest rates and other macroeconomic factors can affect our financial results.



                  Fannie Mae First Quarter 2022 Form 10-Q           2


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MD&A | Executive Summary

Liquidity Provided in the First Quarter of 2022

Through our single-family and multifamily business segments, we provided $255 billion in liquidity to the mortgage market in the first quarter of 2022, enabling the financing of approximately 935,000 home purchases, refinancings and rental units. For a description of how we determine multifamily new business volume and multifamily new units financed, see "Multifamily Business-Multifamily Business Metrics."



   Fannie Mae Provided $255 Billion in Liquidity in the First Quarter of 2022

               Unpaid Principal Balance                      Units

                         $104B                               312K
                                                 Single-Family Home Purchases

                         $135B                               487K
                                                  Single-Family Refinancings

                         $16B                                136K
                                                   Multifamily Rental Units


We continued our commitment to green financing in the first quarter of 2022, issuing a total of $2.8 billion in multifamily green MBS, $371 million in single-family green MBS, and $781 million in multifamily green resecuritizations. We also issued $2.2 billion in multifamily social MBS in the first quarter of 2022. These green and social bonds were issued in alignment with our Sustainable Bond Framework, which guides our issuances of sustainable debt bonds and sustainable MBS that support energy and water efficiency and housing affordability. For information about the financing we have provided through our green bonds and our Sustainable Bond Framework, see "Directors, Executive Officers and Corporate Governance-Corporate Governance-ESG Matters" in our 2021 Form 10-K.



Legislation and Regulation


The information in this section updates and supplements information regarding legislative, regulatory, conservatorship and other developments affecting our business set forth in "Business-Conservatorship, Treasury Agreements and Housing Finance Reform" and "Business-Legislation and Regulation" in our 2021 Form 10-K. Also see "Risk Factors" in our 2021 Form 10-K and in this report for discussions of risks relating to legislative and regulatory matters.

Final Rule Amending the Enterprise Regulatory Capital Framework

On December 17, 2020, FHFA published a final rule to establish the enterprise regulatory capital framework for Fannie Mae and Freddie Mac. On March 16, 2022, FHFA published a final rule amending the enterprise regulatory capital framework to refine both the prescribed leverage buffer amount and the risk-based capital treatment of credit risk transfer transactions. Specifically, the final rule published in March 2022:

•replaces the fixed leverage buffer equal to 1.5% of our adjusted total assets with a dynamic leverage buffer equal to 50% of our stability capital buffer;

•replaces the prudential risk weight floor of 10% on any retained credit risk transfer exposure with a prudential risk weight floor of 5% on any retained credit risk transfer exposure;

•removes the requirement to apply an overall effectiveness adjustment to our retained credit risk transfer exposures; and

•implements technical corrections to other provisions of the enterprise regulatory capital framework published on December 17, 2020.

These amendments to the enterprise regulatory capital framework increase the capital relief afforded by credit risk transfer transactions and reduce the amount of capital we will be required to hold relative to the requirements under the original framework; however, the amount of capital we will be required to hold under the amended enterprise regulatory capital framework remains substantially higher than the previously applicable statutory minimum capital requirement.

To be fully capitalized under the enterprise regulatory capital framework, we must meet all applicable leverage capital requirements and risk-based capital requirements, including applicable buffers, under the standardized approach of the rule. As of March 31, 2022, our risk-based adjusted total capital requirement (including buffers) represented the amount of capital needed to be fully capitalized under the standardized approach to the rule, and we had a $272 billion shortfall



                  Fannie Mae First Quarter 2022 Form 10-Q           3


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                                 MD&A | Legislation and Regulation


of our available capital (deficit) to this requirement. For more information regarding our capital requirements under the amended enterprise regulatory capital framework, see "Liquidity and Capital Management-Capital Management-Capital Requirements" and "Note 14, Regulatory Capital Requirements." Also see "Business-Legislation and Regulation-GSE-Focused Matters-Capital-Enterprise Regulatory Capital Framework" in our 2021 Form 10-K for additional information on the enterprise regulatory capital framework.

Although FHFA has amended the enterprise regulatory capital framework, our senior preferred stock purchase agreement with Treasury currently includes a covenant that requires us to comply with the terms of the enterprise regulatory capital framework as published by FHFA in December 2020, disregarding any subsequent amendments or modifications. The enterprise regulatory capital framework requires that we provide our initial quarterly capital reports to FHFA by May 30, 2022 and that we publicly report our calculations of regulatory capital levels, buffers, adjusted total assets, and total risk-weighted assets under the standardized approach of the framework. FHFA has instructed us to report our capital requirements under the amended enterprise regulatory capital framework, not under the original requirements of the framework published in December 2020. Accordingly, we do not expect to be in compliance with the senior preferred stock purchase agreement covenant that requires us to comply with the terms of the enterprise regulatory capital framework as published by FHFA in December 2020.

Federal LIBOR Transition Legislation

On March 15, 2022, President Biden signed into law the "Consolidated Appropriations Act, 2022," which includes the "Adjustable Interest Rate (LIBOR) Act" (the "LIBOR Act"). The LIBOR Act establishes a clear and uniform process for replacing LIBOR as the benchmark reference interest rate in existing contracts that do not contain a clearly defined or practicable replacement benchmark rate for when LIBOR is discontinued. LIBOR is currently expected to no longer be published after June 30, 2023. Under the LIBOR Act, references to the most common tenors of LIBOR in these contracts will be replaced as a matter of law, without the need to be amended, to instead reference a benchmark interest rate that will be identified in regulations of the Board of Governors of the Federal Reserve System (the "Federal Reserve"). The Federal Reserve must issue these regulations by September 11, 2022.

The LIBOR Act provides that the Federal Reserve must identify a replacement benchmark based on the Secured Overnight Financing Rate ("SOFR") and will include an appropriate "tenor spread adjustment" to reflect historical spreads between LIBOR and SOFR. The LIBOR Act also provides for the Federal Reserve to identify any conforming changes relating to the implementation, administration and calculation of the new SOFR benchmark that will be incorporated in applicable LIBOR contracts. The LIBOR Act establishes a safe harbor for market participants that act in accordance with such legislation, shielding them from litigation for selecting and implementing the Federal Reserve-identified replacement rate and related conforming changes. The LIBOR Act reduces the risks to us associated with the approaching cessation of LIBOR.

Interagency Action Plan to Advance Property Appraisal and Valuation Equity

In March 2022, the Interagency Task Force on Property Appraisal and Valuation Equity (the "PAVE Task Force") published an Action Plan to Advance Property Appraisal and Valuation Equity (the "PAVE Action Plan"). The PAVE Task Force is composed of thirteen federal agencies and offices, including the U.S. Department of Housing and Urban Development ("HUD") and FHFA. The PAVE Action Plan outlines the historical role of racism in the valuation of residential property, examines the various forms of bias that can appear in residential property valuation practices, describes affirmative steps that federal agencies will take to advance equity in the residential property valuation process, and outlines further recommendations that government and industry stakeholders can initiate. Some of the proposed actions contained in the PAVE Action Plan, including additional initiatives the PAVE Task Force is considering such as expanded use of alternatives to traditional appraisals, could have a significant impact on our current appraisal and valuation policies and procedures. We expect to work closely with FHFA on future changes to these policies and procedures in support of the PAVE Action Plan and any further recommendations of the PAVE Task Force.



                  Fannie Mae First Quarter 2022 Form 10-Q           4


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                                MD&A | Key Market Economic Indicators


Key Market Economic Indicators

Below we discuss how varying macroeconomic conditions can influence our financial results across different business and economic environments. Our forecasts and expectations are based on many assumptions, subject to many uncertainties and may change, perhaps substantially, from our current forecasts and expectations. For further discussion on housing activity, see "Single-Family Business-Single-Family Mortgage Market" and "Multifamily Business-Multifamily Mortgage Market."



                       Selected Benchmark Interest Rates
                     [[Image Removed: fnm-20220331_g2.jpg]]

(1)Refers to the U.S. weekly average fixed-rate mortgage rate according to Freddie Mac's Primary Mortgage Market Survey®. These rates are reported using the latest available data for a given period.

(2)According to Bloomberg.

(3)Refers to the daily rate per the Federal Reserve Bank of New York.

How Interest Rates Can Affect Our Financial Results

•Net interest income. In a rising interest-rate environment, our mortgage loans tend to prepay more slowly. We amortize various cost basis adjustments over the life of the mortgage loan, including those relating to loan-level price adjustments we receive as upfront fees at the time we acquire single-family loans. As a result, any prepayment of a loan results in an accelerated realization of those upfront fees as income. Therefore, as loan prepayments slow, the accelerated realization of amortization income also slows. Conversely, in a declining interest-rate environment, our mortgage loans tend to prepay faster, typically resulting in the opposite trend of higher net amortization income from cost basis adjustments on mortgage loans and related debt.

•Fair value gains (losses). We have exposure to fair value gains and losses resulting from changes in interest rates, primarily through our mortgage commitment derivatives and risk management derivatives, which we mark to market through earnings. Fair value gains and losses on our mortgage commitment derivatives fluctuate depending on how interest rates and prices move between the time a commitment is opened and when it settles. The net position and composition across the yield curve of our risk management derivatives changes over time. As a result, interest rate changes (increases or decreases) and yield curve changes (parallel, steepening or flattening shifts) will generate varying amounts of fair value gains or losses in a given period.



                  Fannie Mae First Quarter 2022 Form 10-Q           5


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                                MD&A | Key Market Economic Indicators


•Credit-related income (expense). Increases in mortgage interest rates tend to lengthen the expected lives of our loans. Generally, the expected impairment and provision for credit losses associated with impaired loans increases as the expected lives of our mortgage loans increase and decreases as the expected loan lives shorten.

•Interest rates have increased significantly since December 31, 2021. The average 30-year fixed-rate mortgage rate reached 5.10% as of April 28, 2022.



               Single-Family Quarterly Home Price Growth Rate(1)

                     [[Image Removed: fnm-20220331_g3.jpg]]

(1)Calculated internally using property data on loans purchased by Fannie Mae, Freddie Mac and other third-party home sales data. Fannie Mae's home price index is a weighted repeat-transactions index, measuring average price changes in repeat sales on the same properties. Fannie Mae's home price index excludes prices on properties sold in foreclosure. Fannie Mae's home price estimates are based on preliminary data and are subject to change as additional data becomes available.

How Home Prices Can Affect Our Financial Results

•Actual and forecasted home prices impact our provision or benefit for credit losses as well as the growth and size of our guaranty book of business.

•Changes in home prices affect the amount of equity that borrowers have in their homes. Borrowers with less equity typically have higher delinquency and default rates.

•As home prices increase, the severity of losses we incur on defaulted loans that we hold or guarantee decreases because the amount we can recover from the properties securing the loans increases. Declines in home prices increase the losses we incur on defaulted loans.

•As home prices rise, the principal balance of loans associated with purchase money mortgages may increase, causing growth in the size of our guaranty book. Additionally, rising home prices can increase the amount of equity borrowers have in their home, which may lead to an increase in origination volumes for cash-out refinance loans with higher principal balances than the existing loan. Replacing existing loans with newly acquired cash-out refinances can affect the growth and size of our guaranty book.

•Home price growth in the first quarter of 2022 was driven by low levels of housing supply relative to the level of demand. We believe some of the demand in the first quarter was driven by home buyers accelerating home purchases in anticipation of further increases in mortgage interest rates.

•While we expect home price growth on a national basis to remain strong in 2022, we do not expect the pace of rapid home price growth that we have experienced over the last year to continue. We expect home price growth to moderate from an annual growth rate of 19.1% in 2021 to 10.8% in 2022, with most of this growth occurring in the first half of the year. We expect slower home price growth in the second half of 2022 and in 2023, driven by interest-rate increases, inflation and reduced affordability, especially for low- and moderate-income borrowers. We also expect that some regions of the country may experience home price declines in 2023.



                  Fannie Mae First Quarter 2022 Form 10-Q           6


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                                MD&A | Key Market Economic Indicators


                             New Housing Starts(1)
                     [[Image Removed: fnm-20220331_g4.jpg]]

(1)According to U.S. Census Bureau and subject to revision.

How Housing Activity Can Affect Our Financial Results

•Two key aspects of economic activity that can impact supply and demand for housing and thus mortgage lending are the rates of household formation and housing construction.

•Household formation is a key driver of demand for both single-family and multifamily housing as a newly formed household will either rent or purchase a home. Thus, changes in the pace of household formation can affect prices and credit performance as well as the degree of loss on defaulted loans.

•Growth of household formation stimulates homebuilding. Homebuilding has typically been a cyclical leader, weakening prior to a slowdown in U.S. economic activity and accelerating prior to a recovery, which contributes to the growth of GDP and employment. However, the housing sector's performance may vary from its historical precedent due to the many uncertainties surrounding future economic or housing policy as well as the impact of labor and material shortages on the economy and the housing market.

•With regard to housing construction, a decline in housing starts results in fewer new homes being available for purchase and potentially a lower volume of mortgage originations. Construction activity can also affect credit losses through its impact on home prices. If the growth of demand exceeds the growth of supply, prices will appreciate and impact the risk profile of newly originated home purchase mortgages, depending on where in the housing cycle the market is. A reduced pace of construction is often associated with a broader economic slowdown and may signal expected increases in delinquency and losses on defaulted loans.

•We expect a continued lack of inventory for both new and existing homes and worsening affordability will likely continue to constrain home sales into the second quarter of 2022. We expect single-family housing starts to be similar in 2022 as in 2021, as the pace of new construction continues to be affected by supply chain disruptions and labor shortages. Given the constraints on home sales and new construction, we expect housing activity to decline in 2022 compared to 2021.



                  Fannie Mae First Quarter 2022 Form 10-Q           7


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                                MD&A | Key Market Economic Indicators


                GDP, Unemployment Rate and Personal Consumption
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(1)Real GDP growth (decline) and personal consumption growth (decline) are based on the quarterly series calculated by the Bureau of Economic Analysis and are subject to revision.

(2)According to the U.S. Bureau of Labor Statistics and subject to revision.

How GDP, the Unemployment Rate and Personal Consumption Can Affect Our Financial Results

•Changes in GDP, the unemployment rate and personal consumption can affect several mortgage market factors, including the demand for both single-family and multifamily housing and the level of loan delinquencies, which in turn can lead to credit losses.

•Economic growth is a key factor for the performance of mortgage-related assets. In a growing economy, employment and income are typically rising, thus allowing borrowers to meet payment requirements, existing homeowners to consider purchasing and moving to another home, and renters to consider becoming homeowners. Homebuilding typically increases to meet the rise in demand. Mortgage delinquencies typically fall in an expanding economy, thereby decreasing credit losses.

•In a slowing economy, employment, income growth and housing activity typically slow as an early indicator of reduced economic activity. Typically, as an economic slowdown intensifies, households reduce their spending. This reduction in consumption then accelerates the slowdown. An economic slowdown can lead to employment losses, impairing the ability of borrowers and renters to meet mortgage and rental payments, thus causing loan delinquencies to rise. Home sales and mortgage originations also typically fall in a slowing economy.

•GDP declined 1.4% on an annualized basis during the first quarter of 2022. We currently expect GDP growth in 2022, as we expect the factors that contributed to the decline in the first quarter will not persist for the remainder of the year. We expect that a modest recession is likely to occur after this year, most likely in the second half of 2023, resulting in an increase in the unemployment rate. We expect our economic outlook will be influenced by a number of factors that are subject to change, such as the persistence of inflationary pressures, the speed at which expected monetary policy tightening is adjusted, the impact of the Russian invasion of



                  Fannie Mae First Quarter 2022 Form 10-Q           8


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                                MD&A | Key Market Economic Indicators


Ukraine on the global economy, the continuance of supply chain disruptions, the degree to which labor supply expands, and the impact of the potential emergence of new, more infectious variants of the coronavirus.

See "Risk Factors" in this report and "Risk Factors-Market and Industry Risk" in our 2021 Form 10-K for further discussion of risks to our business and financial results associated with interest rates, home prices, housing activity and economic conditions.

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