Fair Value

6 Months Ended

Jun. 30, 2012

Fair Value

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

Fair Value Measurement

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

Effective January 1, 2012, we adopted new accounting guidance that requires enhanced disclosures about fair value measurement. Upon adoption of the new fair value guidance, we made changes to the principal markets that we use to estimate the fair value of the following categories of mortgage loans: (a) for loans that are one month delinquent, we changed to the GSE securitization market; (b) for loans that are two and three months delinquent, we changed to the whole loan market; and (c) for loans that have been modified in a troubled debt restructuring but have been reperforming for nine months or more, we changed to the whole loan market. After making these changes, (a) the principal market for all performing loans and those loans that are one month delinquent is the GSE securitization market; and (b) the principal market for all loans that are two or more months delinquent and all loans that have been modified in a troubled debt restructuring is the whole loan market. The impact of making these changes to our principal markets was a net decrease in the estimated fair value of our loans of $24.4 billion as of March 31, 2012.

In addition, we enhanced our fair value estimation process for HARP loans as of March 31, 2012 to use the modified build-up approach, as described in “Fair Value of Financial Instruments—HARP Loans.” Previously, we measured the fair value of these loans using our standard build-up approach. The impact of this enhancement was an increase in the estimated fair value of HARP loans of $7.4 billion as of March 31, 2012.

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 as of June 30, 2012 and December 31, 2011.



		Fair Value Measurements as of June 30, 2012
	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⁾		$	7,699		$	—		$	—		$	—			$	7,699
Trading securities:
Mortgage-related securities:
Fannie Mae		—			6,737			82			—				6,819
Freddie Mac		—			2,972			2			—				2,974
Ginnie Mae		—			282			—			—				282
Alt-A private-label securities		—			1,108			188			—				1,296
Subprime private-label securities		—			—			1,226			—				1,226
CMBS		—			9,930			—			—				9,930
Mortgage revenue bonds		—			—			689			—				689
Other		—			—			118			—				118
Non-mortgage-related securities:
U.S. Treasury securities		27,064			—			—			—				27,064
Asset-backed securities		—			537			—			—				537
Total trading securities		27,064			21,566			2,305			—				50,935
Available-for-sale securities:
Mortgage-related securities:
Fannie Mae		—			13,154			34			—				13,188
Freddie Mac		—			10,972			11			—				10,983
Ginnie Mae		—			829			—			—				829
Alt-A private-label securities		—			4,727			6,456			—				11,183
Subprime private-label securities		—			—			7,230			—				7,230
CMBS		—			13,668			—			—				13,668
Mortgage revenue bonds		—			4			9,353			—				9,357
Other		—			12			3,244			—				3,256
Total available-for-sale securities		—			43,366			26,328			—				69,694
Mortgage loans of consolidated trusts		—			2,900			2,331			—				5,231
Other assets:
Risk management derivatives:
Swaps		—			11,034			174			—				11,208
Swaptions		—			5,323			—			—				5,323
Other		—			—			55			—				55
Netting adjustment		—			—			—			(16,352		)		(16,352		)
Mortgage commitment derivatives		—			361			7			—				368
Total other assets		—			16,718			236			(16,352		)		602
Total assets at fair value		$	34,763		$	84,550		$	31,200		$	(16,352	)		$	134,161



		Fair Value Measurements as of June 30, 2012
	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 fixed		$	—		$	419		$	—		$	—		$	419
Senior floating		—			—			412			—			412
Total of Fannie Mae		—			419			412			—			831
Of consolidated trusts		—			3,281			1,319			—			4,600
Total long-term debt		—			3,700			1,731			—			5,431
Other liabilities:
Risk management derivatives:
Swaps		—			20,968			159			—			21,127
Swaptions		—			2,686			—			—			2,686
Netting adjustment		—			—			—			(23,525		)	(23,525		)
Mortgage commitment derivatives		—			628			3			—			631
Total other liabilities		—			24,282			162			(23,525		)	919
Total liabilities at fair value		$	—		$	27,982		$	1,893		$	(23,525	)	$	6,350



		Fair Value Measurements as of December 31, 2011
	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)
Assets:
Cash equivalents⁽²⁾		$	600		$	—		$	—		$	—			$	600
Trading securities:
Mortgage-related securities:
Fannie Mae		—			5,687			1,737			—				7,424
Freddie Mac		—			2,732			—			—				2,732
Ginnie Mae		—			278			9			—				287
Alt-A private-label securities		—			1,004			345			—				1,349
Subprime private-label securities		—			—			1,280			—				1,280
CMBS		—			10,411			—			—				10,411
Mortgage revenue bonds		—			—			724			—				724
Other		—			—			143			—				143
Non-mortgage-related securities:
U.S. Treasury securities		47,737			—			—			—				47,737
Asset-backed securities		—			2,111			—			—				2,111
Total trading securities		47,737			22,223			4,238			—				74,198
Available-for-sale securities:
Mortgage-related securities:
Fannie Mae		—			15,904			946			—				16,850
Freddie Mac		—			12,811			12			—				12,823
Ginnie Mae		—			902			—			—				902
Alt-A private-label securities		—			4,427			7,256			—				11,683
Subprime private-label securities		—			—			7,586			—				7,586
CMBS		—			14,026			—			—				14,026
Mortgage revenue bonds		—			7			10,247			—				10,254
Other		—			13			3,445			—				3,458
Total available-for-sale securities		—			48,090			29,492			—				77,582
Mortgage loans of consolidated trusts		—			1,292			2,319			—				3,611
Other assets:
Risk management derivatives:
Swaps		—			9,247			170			—				9,417
Swaptions		—			6,536			—			—				6,536
Other		—			1			51			—				52
Netting adjustment		—			—			—			(15,829		)		(15,829		)
Mortgage commitment derivatives		—			368			17			—				385
Total other assets		—			16,152			238			(15,829		)		561
Total assets at fair value		$	48,337		$	87,757		$	36,287		$	(15,829	)		$	156,552



		Fair Value Measurements as of December 31, 2011
	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 fixed		$	—		$	432		$	—		$	—			$	432
Senior floating		—			—			406			—				406
Total of Fannie Mae		—			432			406			—				838
Of consolidated trusts		—			3,174			765			—				3,939
Total long-term debt		—			3,606			1,171			—				4,777
Other liabilities:
Risk management derivatives:
Swaps		—			18,661			167			—				18,828
Swaptions		—			3,432			—			—				3,432
Netting adjustment		—			—			—			(21,898		)		(21,898		)
Mortgage commitment derivatives		—			548			6			—				554
Total other liabilities		—			22,641			173			(21,898		)		916
Total liabilities at fair value		$	—		$	26,247		$	1,344		$	(21,898	)		$	5,693

__________


⁽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 agreements to settle with the same counterparty on a net basis, including cash collateral posted and received.


⁽²⁾	Cash equivalents are comprised of U.S. Treasuries that are classified as Level 1.

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) for the three and six months ended June 30, 2012 and 2011. The tables also display gains and losses due to changes in fair value, including both realized and unrealized gains and losses, recognized in our condensed consolidated statements of operations and comprehensive income (loss) for Level 3 assets and liabilities for the three and six months ended June 30, 2012 and 2011. 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, 2012

				Total Gains or (Losses) (Realized/Unrealized)																											Net Unrealized (Losses) Gains Included in Net Loss Related to Assets and Liabilities Still Held as of June 30, 2012⁽⁵⁾
	Balance, April 1, 2012			Included in Net Income (Loss)			Included in Other Comprehensive Income (Loss)⁽¹⁾				Purchases⁽²⁾		Sales⁽²⁾			Issues⁽³⁾			Settlements⁽³⁾			Transfers out of Level 3 ⁽⁴⁾			Transfers into Level 3 ⁽⁴⁾			Balance, June 30, 2012
	(Dollars in millions)
Trading securities:
Mortgage-related:
Fannie Mae	$	89		$	(3	)		$	—		$	—	$	—		$	—		$	(4	)	$	—		$	—		$	82			$	(2	)
Freddie Mac	2			—				—			—		—			—			—			—			—			2				—
Alt-A private-label securities	569			56				—			—		—			—			(50		)	(416		)	29			188				7
Subprime private-label securities	1,305			(37		)		—			—		—			—			(42		)	—			—			1,226				(37		)
Mortgage revenue bonds	668			28				—			—		—			—			(7		)	—			—			689				28
Other	123			(3		)		—			—		—			—			(2		)	—			—			118				(3		)
Total trading securities	$	2,756		$	41			$	—		$	—	$	—		$	—		$	(105	)	$	(416	)	$	29		$	2,305			$	(7	)

Available-for-sale securities:
Mortgage-related:
Fannie Mae	$	37		$	—			$	—		$	5	$	(5	)	$	—		$	(3	)	$	—		$	—		$	34			$	—
Freddie Mac	11			—				—			—		—			—			—			—			—			11				—
Alt-A private-label securities	7,136			(85		)		127			—		—			—			(275		)	(922		)	475			6,456				—
Subprime private-label securities	7,595			(230		)		203			—		—			—			(338		)	—			—			7,230				—
Mortgage revenue bonds	9,732			1				117			—		(18		)	—			(479		)	—			—			9,353				—
Other	3,342			8				(12		)	—		—			—			(94		)	—			—			3,244				—
Total available-for-sale securities	$	27,853		$	(306	)		$	435		$	5	$	(23	)	$	—		$	(1,189	)	$	(922	)	$	475		$	26,328			$	—

Mortgage loans of consolidated trusts	$	2,271		$	47			$	—		$	142	$	—		$	—		$	(110	)	$	(26	)	$	7		$	2,331			$	43
Net derivatives	44			8				—			—		—			(3		)	25			—			—			74				19
Long-term debt:
Of Fannie Mae:
Senior floating	$	(399	)	$	(13	)		$	—		$	—	$	—		$	—		$	—		$	—		$	—		$	(412	)		$	(13	)
Of consolidated trusts	(950		)	(51		)		—			—		—			(218		)	50			—			(150		)	(1,319		)		(51		)
Total long-term debt	$	(1,349	)	$	(64	)		$	—		$	—	$	—		$	(218	)	$	50		$	—		$	(150	)	$	(1,731	)		$	(64	)



	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	For the Six Months Ended June 30, 2012

				Total Gains or (Losses) (Realized/Unrealized)																											Net Unrealized (Losses) Gains Included in Net Loss Related to Assets and Liabilities Still Held as of June 30, 2012⁽⁵⁾
	Balance, December 31, 2011			Included in Net Income (Loss)			Included in Other Comprehensive Income (Loss)⁽¹⁾				Purchases⁽²⁾		Sales⁽²⁾			Issues⁽³⁾			Settlements⁽³⁾			Transfers out of Level 3 ⁽⁴⁾			Transfers into Level 3 ⁽⁴⁾			Balance, June 30, 2012
	(Dollars in millions)
Trading securities:
Mortgage-related:
Fannie Mae	$	1,737		$	2			$	—		$	—	$	(33	)	$	—		$	(108	)	$	(1,581	)	$	65		$	82			$	(2	)
Freddie Mac	—			—				—			—		—			—			—			—			2			2				—
Ginnie Mae	9			—				—			—		—			—			—			(9		)	—			—				—
Alt-A private label securities	345			69				—			—		—			—			(67		)	(416		)	257			188				13
Subprime private-label securities	1,280			22				—			—		—			—			(76		)	—			—			1,226				22
Mortgage revenue bonds	724			(26		)		—			—		—			—			(9		)	—			—			689				(26		)
Other	143			(22		)		—			—		—			—			(3		)	—			—			118				(22		)
Total trading securities	$	4,238		$	45			$	—		$	—	$	(33	)	$	—		$	(263	)	$	(2,006	)	$	324		$	2,305			$	(15	)

Available-for-sale securities:
Mortgage-related:
Fannie Mae	$	946		$	—			$	(8	)	$	6	$	(6	)	$	—		$	(19	)	$	(895	)	$	10		$	34			$	—
Freddie Mac	12			—				—			—		—			—			(1		)	—			—			11				—
Alt-A private-label securities	7,256			(102		)		293			—		—			—			(537		)	(1,907		)	1,453			6,456				—
Subprime private-label securities	7,586			(195		)		506			—		—			—			(667		)	—			—			7,230				—
Mortgage revenue bonds	10,247			3				(20		)	—		(42		)	—			(835		)	—			—			9,353				—
Other	3,445			14				(38		)	—		—			—			(177		)	—			—			3,244				—
Total available-for-sale securities	$	29,492		$	(280	)		$	733		$	6	$	(48	)	$	—		$	(2,236	)	$	(2,802	)	$	1,463		$	26,328			$	—

Mortgage loans of consolidated trusts	$	2,319		$	120			$	—		$	387	$	—		$	—		$	(169	)	$	(344	)	$	18		$	2,331			$	(10	)
Net derivatives	65			15				—			—		—			(6		)	—			—			—			74				33
Long-term debt:
Of Fannie Mae:
Senior floating	$	(406	)	$	(6	)		$	—		$	—	$	—		$	—		$	—		$	—		$	—		$	(412	)		$	(6	)
Of consolidated trusts	(765		)	(60		)		—			—		—			(485		)	78			110			(197		)	(1,319		)		(2		)
Total long-term debt	$	(1,171	)	$	(66	)		$	—		$	—	$	—		$	(485	)	$	78		$	110		$	(197	)	$	(1,731	)		$	(8	)



	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	For the Three Months Ended June 30, 2011

				Total Gains or (Losses) (Realized/Unrealized)																											Net Unrealized Gains (Losses) Included in Net Loss Related to Assets and Liabilities Still Held as of June 30, 2011⁽⁵⁾
	Balance, April 1, 2011			Included in Net Income (Loss)			Included in Other Comprehensive Income (Loss)⁽¹⁾				Purchases⁽²⁾		Sales⁽²⁾			Issues⁽³⁾			Settlements⁽³⁾			Transfers out of Level 3⁽⁴⁾			Transfers into Level 3⁽⁴⁾			Balance, June 30, 2011
	(Dollars in millions)
Trading securities:
Mortgage-related:
Fannie Mae	$	1,651		$	1			$	—		$	124	$	—		$	—		$	(97	)	$	—		$	—		$	1,679			$	2
Alt- A private-label securities	20			1				—			—		—			—			(1		)	—			106			126				2
Subprime private-label securities	1,547			(41		)		—			—		—			—			(47		)	—			—			1,459				(41		)
Mortgage revenue bonds	606			21				—			—		—			—			(11		)	—			—			616				21
Other	155			1				—			—		—			—			(2		)	—			—			154				1
Non-mortgage-related:
Asset-backed securities	2			—				—			—		—			—			(2		)	—			—			—				—
Total trading securities	$	3,981		$	(17	)		$	—		$	124	$	—		$	—		$	(160	)	$	—		$	106		$	4,034			$	(15	)

Available-for-sale securities:
Mortgage-related:
Fannie Mae	$	546		$	—			$	8		$	473	$	(24	)	$	—		$	—		$	(368	)	$	—		$	635			$	—
Freddie Mac	12			—				—			—		—			—			—			—			—			12				—
Alt-A private-label securities	7,236			3				(26		)	—		—			—			(217		)	(747		)	403			6,652				—
Subprime private-label securities	9,660			130				(547		)	—		—			—			(334		)	—			—			8,909				—
Mortgage revenue bonds	10,532			(1		)		273			—		(64		)	—			(276		)	—			—			10,464				—
Other	3,776			2				40			—		—			—			(111		)	—			—			3,707				—
Total available-for-sale securities	$	31,762		$	134			$	(252	)	$	473	$	(88	)	$	—		$	(938	)	$	(1,115	)	$	403		$	30,379			$	—

Mortgage loans of consolidated trusts	$	2,221		$	19			$	—		$	42	$	—		$	—		$	(71	)	$	(31	)	$	185		$	2,365			$	19
Net derivatives	118			(9		)		—			—		—			(1		)	(29		)	—			—			79				(26		)
Long-term debt:
Of Fannie Mae:
Senior floating	$	(423	)	$	8			$	—		$	—	$	—		$	—		$	13		$	—		$	—		$	(402	)		$	8
Of consolidated trusts	(667		)	6				—			—		—			(40		)	26			55			(26		)	(646		)		6
Total long-term debt	$	(1,090	)	$	14			$	—		$	—	$	—		$	(40	)	$	39		$	55		$	(26	)	$	(1,048	)		$	14



	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	For the Six Months Ended June 30, 2011

				Total Gains or (Losses) (Realized/Unrealized)																											Net Unrealized (Losses) Gains Included in Net Loss Related to Assets and Liabilities Still Held as of June 30, 2011⁽⁵⁾
	Balance, December 31, 2010			Included in Net Income (Loss)			Included in Other Comprehensive Income (Loss)⁽¹⁾				Purchases⁽²⁾		Sales⁽²⁾			Issues⁽³⁾			Settlements⁽³⁾			Transfers out of Level 3⁽⁴⁾			Transfers into Level 3⁽⁴⁾			Balance, June 30, 2011
	(Dollars in millions)
Trading securities:
Mortgage-related:
Fannie Mae	$	2,202		$	(12	)		$	—		$	124	$	(15	)	$	—		$	(229	)	$	(391	)	$	—		$	1,679			$	(6	)
Alt-A private-label securities	20			1				—			—		—			—			(1		)	—			106			126				1
Subprime private-label securities	1,581			(30		)		—			—		—			—			(92		)	—			—			1,459				(30		)
Mortgage revenue bonds	609			21				—			—		—			—			(14		)	—			—			616				24
Other	152			5				—			—		—			—			(3		)	—			—			154				5
Non-mortgage-related:
Asset-backed securities	12			—				—			—		—			—			(5		)	(9		)	2			—				—
Total trading securities	$	4,576		$	(15	)		$	—		$	124	$	(15	)	$	—		$	(344	)	$	(400	)	$	108		$	4,034			$	(6	)

Available-for-sale securities:
Mortgage-related:
Fannie Mae	$	114		$	—			$	12		$	889	$	(39	)	$	—		$	(2	)	$	(469	)	$	130		$	635			$	—
Freddie Mac	3			—				—			—		—			—			—			—			9			12				—
Alt-A private-label securities	7,049			1				78			—		—			—			(475		)	(1,064		)	1,063			6,652				—
Subprime private-label securities	9,932			260				(605		)	—		—			—			(678		)	—			—			8,909				—
Mortgage revenue bonds	11,030			(3		)		294			—		(106		)	—			(751		)	—			—			10,464				—
Other	3,806			3				111			—		—			—			(213		)	—			—			3,707				—
Total available-for-sale securities	$	31,934		$	261			$	(110	)	$	889	$	(145	)	$	—		$	(2,119	)	$	(1,533	)	$	1,202		$	30,379			$	—

Mortgage loans of consolidated trusts	$	2,207		$	30			$	—		$	57	$	—		$	—		$	(150	)	$	(37	)	$	258		$	2,365			$	30
Net derivatives	104			5				—			—		—			(1		)	(29		)	—			—			79				(16		)
Long-term debt:
Of Fannie Mae:
Senior floating	$	(421	)	$	(14	)		$	—		$	—	$	—		$	—		$	33		$	—		$	—		$	(402	)		$	(14	)
Of consolidated trusts	(627		)	(29		)		—			—		—			(40		)	48			77			(75		)	(646		)		(28		)
Total long-term debt	$	(1,048	)	$	(43	)		$	—		$	—	$	—		$	(40	)	$	81		$	77		$	(75	)	$	(1,048	)		$	(42	)

_________


⁽¹⁾	Gains (losses) included in other comprehensive income (loss) are included in “Changes in unrealized losses on available-for-sale securities, net of reclassification adjustments and taxes” in the condensed consolidated statement of operations and comprehensive income (loss).


⁽²⁾	Purchases and sales include activity related to the consolidation and deconsolidation of assets of securitization trusts.


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

⁽⁴⁾

Transfers out of Level 3 consisted primarily of Fannie Mae MBS and private-label mortgage-related securities backed by Alt-A loans. Prices for these securities were obtained from multiple third-party vendors supported by market observable inputs. Transfers into Level 3 consisted primarily of private-label mortgage-related securities backed by Alt-A loans. Prices for these securities are based on inputs from a single source or inputs that were not readily observable.


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

The following tables display realized and unrealized gains and losses included in our condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2012 and 2011, for our Level 3 assets and liabilities measured in our condensed consolidated balance sheets at fair value on a recurring basis.



		For the Three Months Ended June 30, 2012
	Interest Income			Fair Value Losses, net				Net Other-than-Temporary Impairments				Other			Total
		(Dollars in millions)
Total realized and unrealized gains (losses) included in net income (loss)		$	79		$	33			$	(388	)		$	2		$	(274	)
Net unrealized losses related to Level 3 assets and liabilities still held as of June 30, 2012		$	—		$	(9	)		$	—			$	—		$	(9	)



		For the Six Months Ended June 30, 2012
	Interest Income			Fair Value Losses, net			Net Other-than-Temporary Impairments				Other			Total
		(Dollars in millions)
Total realized and unrealized gains (losses) included in net income (loss)		$	145		$	120		$	(439	)		$	8		$	(166	)
Net unrealized gains (losses) related to Level 3 assets and liabilities still held as of June 30, 2012		$	—		$	—		$	—			$	—		$	—



		For the Three Months Ended June 30, 2011
	Interest Income				Fair Value Losses, net				Net Other-than-Temporary Impairments				Other			Total
		(Dollars in millions)
Total realized and unrealized gains (losses) included in net income (loss)		$	135			$	8			$	(6	)		$	4		$	141
Net unrealized losses related to Level 3 assets and liabilities still held as of June 30, 2011		$	(1	)		$	(7	)		$	—			$	—		$	(8	)



		For the Six Months Ended June 30, 2011
	Interest Income				Fair Value Losses, net				Net Other-than-Temporary Impairments				Other			Total
		(Dollars in millions)
Total realized and unrealized gains (losses) included in net income (loss)		$	270			$	(16	)		$	(23	)		$	7		$	238
Net unrealized losses related to Level 3 assets and liabilities still held as of June 30, 2011		$	(1	)		$	(33	)		$	—			$	—		$	(34	)

Nonrecurring Changes in Fair Value

The following table displays assets and liabilities measured in our condensed consolidated balance sheets 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 for impairment) as of June 30, 2012.



		Fair Value Measurements
		As of June 30, 2012
	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Estimated Fair Value
		(Dollars in millions)
Nonrecurring fair value measurements:
Assets:
Mortgage loans held for sale, at lower of cost or fair value		$	—		$	94		$	120		$	214
Single-family mortgage loans held for investment, at amortized cost:⁽¹⁾
Of Fannie Mae		—			—			21,808			21,808
Of consolidated trusts		—			—			240			240
Multifamily mortgage loans held for investment, at amortized cost:
Of Fannie Mae		—			—			1,380			1,380
Acquired property, net:
Single-family		—			—			3,381			3,381
Multifamily		—			—			88			88
Other assets		—			—			303			303
Total nonrecurring fair value measurements		$	—		$	94		$	27,320		$	27,414

_________


⁽¹⁾	Excludes estimated recoveries from mortgage insurance proceeds.

The following table displays assets and liabilities measured in our condensed consolidated balance sheets at fair value on a nonrecurring basis and the gains or losses recognized for these assets and liabilities for the three and six months ended June 30, 2011.



														For the Three Months Ended June 30, 2011				For the Six Months Ended June 30, 2011
		Fair Value Measurements
		For the Six Months Ended June 30, 2011
	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)			Estimated Fair Value				Total Losses				Total Losses
		(Dollars in millions)
Assets:
Mortgage loans held for sale, at lower of cost or fair value		$	—		$	2		$	204		$	206	⁽¹⁾		$	(8	)		$	(13	)
Single-family mortgage loans held for investment, at amortized cost:
Of Fannie Mae		—			—			32,970			32,970		⁽²⁾		(66		)		(1,080		)
Of consolidated trusts		—			—			749			749		⁽²⁾		(18		)		(98		)
Multifamily mortgage loans held for investment, at amortized cost:
Of Fannie Mae		—			—			1,365			1,365		⁽²⁾		(28		)		(108		)
Acquired property, net:
Single-family		—			—			14,806			14,806		⁽³⁾		(701		)		(1,512		)
Multifamily		—			—			227			227		⁽³⁾		(33		)		(49		)
Other assets		—			—			877			877		⁽⁴⁾		(35		)		(65		)
Total assets at fair value		$	—		$	2		$	51,198		$	51,200			$	(889	)		$	(2,925	)

_________

⁽¹⁾ Includes $56 million of mortgage loans held for sale that were sold, deconsolidated, retained as a mortgage-related security or redesignated to mortgage loans held for investment as of June 30, 2011.

⁽²⁾ Includes $3.6 billion of mortgage loans held for investment that were liquidated or transferred to foreclosed properties as of June 30, 2011.

⁽³⁾ Includes $8.4 billion of acquired properties that were sold or transferred as of June 30, 2011.

⁽⁴⁾ Includes $144 million of other assets that were sold or transferred as of June 30, 2011.

The following table displays valuation techniques and the range and weighted-average of significant unobservable inputs for our Level 3 assets and liabilities measured at fair value on a recurring basis as of June 30, 2012.



	Fair Value Measurements as of June 30, 2012
	Valuation Techniques	Significant Unobservable Inputs⁽¹⁾	Range⁽¹⁾			Weighted - Average⁽¹⁾	Fair Value
	(Dollars in millions)
Recurring fair value measurements:
Level 3 Assets:
Trading securities:
Mortgage-related securities:
Agency⁽²⁾	Other						$	84
Alt-A private-label securities	Discounted Cash Flow	Default Rate (%)	7.8	-	15.0	11.7
		Prepayment Speed (%)	0.7	-	6.4	2.7
		Severity (%)	65.0	-	70.0	68.3
		Spreads (bps)	627.0	-	684.0	647.9	125
	Other						63
Total Alt-A private-label securities							188
Subprime private-label securities	Consensus	Default Rate (%)	10.9	-	24.5	16.5
		Prepayment Speed (%)	0.0	-	5.6	2.6
		Severity (%)	80.0			80.0
		Spreads (bps)	651.0	-	823.0	700.4	613
	Consensus						468
	Discounted Cash Flow	Default Rate (%)	15.6	-	20.6	17.5
		Prepayment Speed (%)	0.7	-	5.6	2.6
		Severity (%)	80.0			80.0
		Spreads (bps)	650.0	-	824.0	774.6	145
Total subprime private-label securities							1,226
Mortgage revenue bonds	Discounted Cash Flow	Spreads (bps)	275.0	-	390.0	335.4	640
	Other						49
Total mortgage revenue bonds							689
Other	Other						118
Total trading securities							$	2,305



	Fair Value Measurements as of June 30, 2012
	Valuation Techniques	Significant Unobservable Inputs⁽¹⁾	Range⁽¹⁾			Weighted - Average⁽¹⁾	Fair Value
	(Dollars in millions)
Available-for-sale securities:
Mortgage-related securities:
Agency⁽²⁾	Other						$	45
Alt-A private-label securities	Consensus	Default Rate (%)	0.0	-	19.5	2.8
		Prepayment Speed (%)	0.4	-	20.5	10.5
		Severity (%)	50.0	-	70.0	53.0
		Spreads (bps)	369.0	-	704.0	498.7	2,477
	Consensus						1,958
	Discounted Cash Flow	Default Rate (%)	0.0	-	15.3	7.4
		Prepayment Speed (%)	0.0	-	20.1	6.0
		Severity (%)	50.0	-	70.0	57.3
		Spreads (bps)	410.0	-	771.0	573.3	1,711
	Single Vendor						226
	Other						84
Total Alt-A private-label securities							6,456
Subprime private-label securities	Consensus	Default Rate (%)	0.0	-	26.4	16.4
		Prepayment Speed (%)	0.0	-	20.9	1.8
		Severity (%)	65.0	-	80.0	78.4
		Spreads (bps)	561.0	-	840.0	702.6	3,426
	Consensus						2,043
	Discounted Cash Flow	Default Rate (%)	0.0	-	25.5	15.9
		Prepayment Speed (%)	0.0	-	16.0	2.4
		Severity (%)	65.0	-	80.0	76.2
		Spreads (bps)	531.0	-	842.0	713.0	1,651
	Other						110
Total subprime private-label securities							7,230
Mortgage revenue bonds	Single Vendor						7,294
	Discounted Cash Flow	Spreads (bps)	134.0	-	390.0	320.3	1,835
	Other						224
Total mortgage revenue bonds							9,353
Other	Consensus						928
	Discounted Cash Flow	Default Rate (%)	0.4	-	13.0	4.9
		Prepayment Speed (%)	0.0	-	10.8	3.3
		Severity (%)	50.0	-	85.0	84.0
		Spreads (bps)	567.0	-	793.0	676.0	805
	Consensus	Default Rate (%)	5.0			5.0
		Prepayment Speed (%)	3.0			3.0
		Severity (%)	85.0			85.0
		Spreads (bps)	626.0	-	812.0	706.1	688
	Other						823
Total Other							3,244
Total available-for-sale securities							$	26,328



	Fair Value Measurements as of June 30, 2012
	Valuation Techniques	Significant Unobservable Inputs⁽¹⁾	Range⁽¹⁾			Weighted - Average⁽¹⁾	Fair Value
	(Dollars in millions)
Mortgage loans of consolidated trusts:
Single-family	Build-Up	Default Rate (%)	0.1	-	91.9	14.5
		Prepayment Speed (%)	9.4	-	97.1	34.1
		Severity (%)	9.4	-	100.0	37.2	$	1,371
	Consensus						333
	Discounted Cash Flow	Default Rate (%)	1.4	-	14.5	8.6
		Prepayment Speed (%)	0.2	-	8.3	3.6
		Severity (%)	50.0	-	65.0	60.5
		Spreads (bps)	587.0	-	1,269.0	661.4	212
	Consensus	Default Rate (%)	2.0	-	8.4	5.6
		Prepayment Speed (%)	2.5	-	8.3	4.6
		Severity (%)	65.0	-	70.0	65.9
		Spreads (bps)	605.0	-	866.0	691.5	209
	Single Vendor						47
Total single-family							2,172
Multifamily	Build-Up	Spreads (bps)	103.0	-	423.4	199.7	159
Total mortgage loans of consolidated trusts							$	2,331
Net derivatives	Dealer Mark						$	176
	Internal Model						(102		)
Total net derivatives							$	74
Long-term debt:
Of Fannie Mae:
Senior floating	Discounted Cash Flow						$	(412	)
Of consolidated trusts	Discounted Cash Flow	Default Rate (%)	1.4	-	10.0	6.1
		Prepayment Speed (%)	0.0	-	100.0	56.0
		Severity (%)	50.0	-	65.0	57.2
		Spreads (bps)	127.1	-	1,269.0	412.0	(490		)
	Consensus						(456		)
	Consensus	Default Rate (%)	2.0	-	8.4	5.6
		Prepayment Speed (%)	2.5	-	8.3	4.5
		Severity (%)	65.0	-	70.0	65.9
		Spreads (bps)	605.0	-	866.0	691.0	(227		)
	Single Vendor						(146		)
Total of consolidated trusts							(1,319		)
Total long-term debt							$	(1,731	)

_________

⁽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.


⁽²⁾	Includes Fannie Mae and Freddie Mac securities.

The following table displays valuation techniques for our Level 3 assets measured at fair value on a nonrecurring basis as of June 30, 2012. 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 June 30, 2012
	Valuation Techniques	Fair Value
	(Dollars in millions)
Nonrecurring fair value measurements:
Level 3 Assets:
Single-family mortgage loans held for sale, at lower of cost or fair value	Consensus		$	120
Single-family mortgage loans held for investment, at amortized cost:
Of Fannie Mae	Internal Model		21,808
Of consolidated trusts	Internal Model		240
Multifamily mortgage loans held for investment, at amortized cost:
Of Fannie Mae	Appraisals		202
	Broker Price Opinions		284
	Asset Manager Estimate		859
	Other		35
Total of Fannie Mae			1,380
Acquired property, net:
Single-family	Accepted Offers		837
	Appraisals		527
	Walk Forwards		1,111
	Internal Model		856
	Other		50
Total single-family			3,381
Multifamily	Accepted Offers		44
	Appraisals		16
	Broker Price Opinions		28
Total Multifamily			88
Other Assets	Appraisals		66
	Walk Forwards		36
	Internal Model		88
	Other		113
Total other assets			303
Total nonrecurring assets at fair value			$	27,320

We use valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The following is a description of the valuation techniques we use for fair value measurement and disclosure as well as our basis of classifying these measurements as Level 1, Level 2 or Level 3 of the valuation hierarchy.

Cash Equivalents, Trading Securities and Available-for-Sale Securities—These securities are recorded in our condensed consolidated balance sheets at fair value on a recurring basis. Fair value is measured using quoted market prices in active markets for identical assets, when available. Securities, such as U.S. Treasury Bills, whose value is based on quoted market prices in active markets for identical assets are classified as Level 1 of the valuation hierarchy.

We classify securities as Level 2 of the valuation hierarchy if quoted market prices in active markets for identical assets are not available. To estimate fair value, we use vendor prices provided by as many as three third-party pricing services which are calibrated to the quoted market prices in active markets for similar securities. The single vendor valuation technique utilizes one vendor price to estimate fair value. The consensus valuation technique utilizes an average of two or more vendors’ prices to estimate fair value. In the absence of prices provided by third-party pricing services supported by observable market data, fair values are estimated using quoted prices of securities with similar characteristics or a discounted cash flow technique that uses inputs such as default rates, prepayment speed, loss severity and spreads based on market assumptions where available. Such instruments are generally classified as Level 2 of the valuation hierarchy.

For all valuation techniques used for securities where there is limited activity or less transparency around these inputs to the valuation, these securities are classified as Level 3 of the valuation hierarchy.

For agency and private-label securities, an increase in unobservable prepayment speeds in isolation would generally result in an increase in fair value, and an increase in unobservable spreads, severity rates or default rates in isolation would generally result in a decrease in fair value. For mortgage revenue bonds classified as Level 3 of the valuation hierarchy, an increase in unobservable spreads would result in a decrease in fair value. Although the sensitivities of the fair value of our recurring Level 3 securities of the valuation hierarchy to various unobservable inputs are discussed above in isolation, interrelationships exist among these inputs such that a change in one unobservable input typically results in a change to one or more of the other inputs.

Mortgage Loans Held for Investment—The majority of HFI loans are reported in our condensed consolidated balance sheets at the principal amount outstanding, net of cost basis adjustments and an allowance for loan losses. We estimate the fair value of HFI loans using the build-up and consensus valuation techniques, as discussed below, for periodic disclosure of financial instruments as required by GAAP. For our remaining loans, which include those containing embedded derivatives that would otherwise require bifurcation and consolidated loans of senior-subordinated trust structures, we elected the fair value option and therefore, we record these loans at fair value in our condensed consolidated balance sheets. We measure these loans on a recurring basis using the build-up, consensus, discounted cash flow and single vendor price techniques. Certain impaired loans are measured at fair value on a nonrecurring basis by using the fair value of their underlying collateral. Specific techniques used include internal models, broker price opinions and appraisals.

A description of our valuation techniques is as follows:

Build-Up: The fair value of performing loans represents an estimate of the prices we would receive if we were to securitize those loans and is determined based on comparisons to Fannie Mae MBS with similar characteristics, either on a pool or loan level. We use the observable market values of our Fannie Mae MBS determined primarily from third-party pricing services, quoted market prices in active markets for similar securities, and other observable market data as a base value. In the build-up valuation technique we start with the base value for our Fannie Mae MBS then we add or subtract the fair value of the associated guaranty asset, guaranty obligation (“GO”) and master servicing arrangement. We set the GO equal to the estimated fair value we would receive if we were to issue our guaranty to an unrelated party in a stand-alone arm’s length transaction at the measurement date. We estimate the fair value of the GO using our internal GO valuation models, which calculate the present value of expected cash flows based on management’s best estimate of certain key assumptions such as current mark-to-market LTV ratios, future house prices, default rates, severity rates and required rate of return. We may further adjust the model values based on our current market pricing when such transactions reflect credit characteristics that are similar to our outstanding GO. These loans are generally classified as Level 2 of the valuation hierarchy to the extent that significant inputs are observable. To the extent that unobservable inputs are significant, the loans are classified as Level 3 of the valuation hierarchy.

Consensus: The fair value of single-family nonperforming loans represents an estimate of the prices we would receive if we were to sell these loans in the nonperforming whole-loan market. These nonperforming loans are either two or more months delinquent, in an open modification period, or in a closed modification state (both performing and nonperforming in accordance with the loan’s modified terms). We calculate the fair value of nonperforming loans based on assumptions about key factors, including collateral value and mortgage insurance repayment. Collateral value is derived from the current estimated mark-to-market LTV ratio of the individual loan along with a state-level distressed property sales discount. Mortgage insurance is estimated by taking the loan-level coverage and adjusting it by the probability of repayment by the associated mortgage insurer. This probability is based on the credit rating of the mortgage insurance company. Using these assumptions, along with indicative bids for a representative sample of nonperforming loans, we estimate the fair value. The bids on sample loans are obtained from multiple active market participants. Fair value is estimated from the extrapolation of these indicative sample bids plus an amount for the recovery of any associated mortgage insurance estimated through our GO valuation models as described above. These loans are classified as Level 3 of the valuation hierarchy because significant inputs are unobservable.

Discounted Cash Flow: We estimate the fair value of a portion of our senior-subordinated trust structures using discounted cash flow at the security level as a proxy for estimating loan fair value. This valuation technique uses unobservable inputs such as prepayment speeds, default rates, spreads, and loss severities to estimate the fair value of our securities. These inputs are weighted in a model that calculates the expected cash flow of the security which is used as the basis of fair value. These loans are classified as Level 3 of the valuation hierarchy because significant inputs are unobservable.

Single Vendor: We estimate the fair value of a portion of our senior-subordinated trust structures using the single vendor valuation technique at the security level as a proxy for estimating loan fair value. This valuation technique estimates fair value based upon prices received from one specific vendor. These loans are classified as Level 3 of the valuation hierarchy because significant inputs are unobservable.

Internal Model: We estimate the fair value of a portion of our single-family nonperforming loans using the value of the underlying collateral. The inputs into this internal model include property level data such as prior sales prices, tax assessment values, property characteristics, and historical foreclosure sales data. This internal model takes one of two approaches when valuing foreclosed properties. The first approach relies on comparable foreclosed property sales, where the value of the target property is the weighted average price of comparable foreclosed property sales. The weights in the comparable sales approach are determined by various factors such as geographic distance, transaction time, and the value difference. The second approach relies on model calibrations that consider the target property’s attributes such as prior sales prices, tax assessment values, and property characteristics to derive the foreclosed property values. In the second approach, we build separate predictive models for each Metropolitan Statistical Area (“MSA”). Specifically, we use the data of prior sales prices, tax assessment values, property characteristics, and historical foreclosure sales to calibrate the models in each MSA. We can use the available data about that property and our MSA-level model to estimate the fair value for a given property. The majority of the internal model valuations come from the comparable sales approach. The determination of whether the internal model valuations in a particular geographic area should use the comparable sales approach or model calibration is based on the quarterly evaluation of these two approaches for valuation accuracy. The unobservable inputs used in this technique include model weights based upon geographic distance, transaction time, and metropolitan statistics. When a physical address is not available, we estimate fair value using state-average foreclosed property values. These loans are classified as Level 3 of the valuation hierarchy because significant inputs are unobservable.

Appraisals: For a portion of our multifamily loans, we use appraisals to estimate the fair value of the loan. There are three approaches used to estimate fair value of a specific property: (1) cost, (2) income capitalization and (3) sales comparison. This technique uses an average of the three estimates. The cost approach uses the insurable value as a basis. The unobservable inputs used in this model include the estimated cost to construct or replace multifamily properties in the closest localities available. The income capitalization approach estimates the fair value using the present value of the future cash flow expectations by applying an appropriate overall capitalization rate to the forecasted net operating income. The significant unobservable inputs used in this calculation include rental income, fees associated with rental income, expenses associated with the property including taxes, payroll, insurance and other items, and the capitalization rates which are determined through market extraction and DSCR. The sales comparison approach compares the prices paid for similar properties, the prices asked by owners and offers made. The unobservable inputs to this methodology include ratios of sales prices to annual gross income, price paid per unit and adjustments made based on financing, conditions of sale, and physical characteristics of the property. These loans are classified as Level 3 of the valuation hierarchy because significant inputs are unobservable.

Broker Price Opinion (“BPO”): For a portion of our multifamily loans, we use BPO to estimate the fair value of the loan. This technique uses both current property value and the property value adjusted for stabilization. These approaches compute net operating income based on current rents and expenses and use a range of market capitalization rates to estimate property value. The unobservable inputs used in this technique are property net operating income and market capitalization rates to estimate property value. These loans are classified as Level 3 of the valuation hierarchy because significant inputs are unobservable.

Asset Manager Estimate (“AME”): For a portion of our multifamily loans, AME is used to estimate the fair value of the loan. This technique uses the net operating income and tax assessments of the specific property as well as MSA-specific market capitalization rates and average per unit sales values to estimate property fair value. These loans are classified as Level 3 of the valuation hierarchy because significant inputs are unobservable.

An increase in prepayment speeds in isolation would generally result in an increase in the fair value of our mortgage loans classified as Level 3 of the valuation hierarchy, and an increase in severity rates, default rates, or spreads in isolation would generally result in a decrease in fair value. Although the sensitivities of the fair value of mortgage loans classified as Level 3 of the valuation hierarchy to various unobservable inputs are discussed above in isolation, interrelationships exist among these inputs such that a change in one unobservable input typically results in a change to one or more of the other inputs.

Acquired Property, Net and Other Assets—Acquired property, net represents foreclosed property received in full satisfaction of a loan net of a valuation allowance. Acquired property is initially recorded in our condensed consolidated balance sheets at its fair value less its estimated cost to sell. The initial fair value of foreclosed properties is determined using a hierarchy based on the reliability of available information. The hierarchy for single-family acquired property includes accepted offers, appraisals, broker price opinions and proprietary home price model values. The hierarchy for multifamily acquired property includes accepted offers, appraisals, and broker price opinions. We consider an accepted offer on a specific foreclosed property to be the best estimate of its fair value. If we have not accepted an offer on the property we use the highest available valuation methodology as described in our valuation hierarchy to determine fair value. While accepted offers represent an agreement in principle to transact, a significant portion of these agreements do not get executed for various reasons, and are therefore classified as Level 3 of the valuation hierarchy.

Third-party valuations can be obtained from either an appraisal or a broker price opinion. These valuations are kept current using a monthly walk forward process that updates them for any change in the value of the property. When accepted offers or third-party valuations are not available, we generally utilize the home price values determined using an internal model.

Subsequent to initial measurement, the foreclosed properties that we intend to sell are reported at the lower of the carrying amount or fair value less estimated costs to sell. Foreclosed properties classified as held for use, included in “Other Assets” in our condensed consolidated balance sheets, are depreciated and impaired when circumstances indicate that the carrying amount of the property is no longer recoverable. The fair values of our single-family foreclosed properties subsequent to initial measurement are determined using the same information hierarchy used for the initial fair value measurement.

The most commonly used techniques in our valuation of acquired property are proprietary home price model and appraisals (both current and walk forward). Based on the number of properties measured as of June 30, 2012, these methodologies comprised approximately 77% of our valuations, while accepted offers comprised approximately 22% of our valuations.

Acquired property is classified as Level 3 of the valuation hierarchy because significant inputs are unobservable.

A description of our valuation techniques to estimate the fair value of our acquired property is as follows.

Single-family acquired property valuation techniques

Appraisal: An appraisal is an estimate of the value of a specific property by a certified or licensed appraiser, in accordance with the Uniform Standards of Professional Appraisal Practice. Data most commonly used is from the local Multiple Listing Service and includes properties currently listed for sale, properties under contract, and closed transactions. The appraiser performs an analysis that starts with these data points and then adjusts for differences between the comparable properties and the property being appraised, to arrive at an estimated value for the specific property. Adjustments are made for differences between comparable properties for unobservable inputs such as square footage, location, and condition of the property. The appraiser typically uses recent historical data for the estimate of value.

Broker Price Opinion: This technique provides an estimate of what the property is worth based upon a real estate broker’s knowledge. The broker uses research of pertinent data in the appropriate market, and a sales comparison approach that is similar to the appraisal process. The broker typically has insight into local market trends, such as the number of and terms of offers, lack of offers, increasing supply, shortage of inventory and overall interest in buying a home. This information, all of which is unobservable, is used along with recent and pending sales and current listings of similar properties to arrive at an estimate of value.

Appraisal and Broker Price Opinion Walk Forwards (“Walk Forwards”): We use these techniques to adjust appraisal and broker price opinion valuations for changing market conditions by applying a walk forward factor based on local price movements since the time the third-party value was obtained. The majority of third-party values are updated by comparing the difference in our internal home price model from the month of the original appraisal/broker price opinion to the current period and by applying the resulting percentage change to the original value. If a price is not determinable through our internal home price model, we use our zip code level home price index to update the valuations.

Internal Model: We use an internal model to estimate fair value for distressed properties. The valuation methodology and inputs used are described under “Mortgage Loans Held for Investment.”

Multifamily acquired property valuation techniques

Appraisals: We use this method to estimate property values for distressed properties. The valuation methodology and inputs used are described under “Mortgage Loans Held for Investment.”

Broker Price Opinions: We use this method to estimate property values for distressed properties. The valuation methodology and inputs used are described under “Mortgage Loans Held for Investment.”

Derivatives Assets and Liabilities (collectively “Derivatives”)—Derivatives are recorded in our condensed consolidated balance sheets at fair value on a recurring basis. The valuation process for the majority of our risk management derivatives uses observable market data provided by third-party sources, resulting in Level 2 classification of the valuation hierarchy. Interest rate swaps are valued by referencing yield curves derived from observable interest rates and spreads to project and discount swap cash flows to present value. Option-based derivatives use a model that projects the probability of various levels of interest rates by referencing swaption volatilities provided by market makers/dealers. The projected cash flows of the underlying swaps of these option-based derivatives are discounted to present value using yield curves derived from observable interest rates and spreads. Exchange-traded futures are valued using market quoted prices, resulting in Level 1 classification of the valuation hierarchy. Certain highly complex structured swaps primarily use a single dealer mark due to lack of transparency in the market and may be modeled using observable interest rates and volatility levels as well as significant unobservable assumptions, resulting in Level 3 classification of the valuation hierarchy. Mortgage commitment derivatives use observable market data, quotes and actual transaction price levels adjusted for market movement, and are typically classified as Level 2 of the valuation hierarchy. Mortgage commitment derivatives that include adjustments for market movement that cannot be corroborated by observable market data are classified as Level 3 of the valuation hierarchy.

Debt—The majority of debt of Fannie Mae is recorded in our condensed consolidated balance sheets at the principal amount outstanding, net of cost basis adjustments. We elected the fair value option for certain structured debt instruments, which are recorded in our condensed consolidated balance sheets at fair value on a recurring basis.

We use third-party pricing services that reference observable market data such as interest rates and spreads to measure the fair value of debt, and thus classify that debt as Level 2 of the valuation hierarchy.

For structured debt instruments that are not valued by third-party pricing services, cash flows are evaluated taking into consideration any structured derivatives through which we have swapped out of the structured features of the notes. The resulting cash flows are discounted to present value using a yield curve derived from market prices observed for Fannie Mae Benchmark Notes and adjusted to reflect fair values at the offer side of the market. Market swaption volatilities are also referenced for the valuation of callable structured debt instruments. Since the derivatives considered in the valuations of these structured debt instruments are classified as Level 3 of the valuation hierarchy, the valuations of the structured debt instruments result in a Level 3 classification.

Certain consolidated MBS debt with embedded derivatives is recorded in our condensed consolidated balance sheets at fair value on a recurring basis. Consolidated MBS debt is traded in the market as MBS assets. Accordingly, we estimate the fair value of our consolidated MBS debt using quoted market prices in active markets for similar liabilities when traded as assets. The valuation methodology and inputs used in estimating the fair value of MBS assets are described under “Cash Equivalents, Trading Securities and Available-for-Sale Securities.”

Valuation Control Processes

We have control processes that are designed to ensure that our fair value measurements are appropriate and reliable, that they are based on observable inputs wherever possible and that our valuation approaches are consistently applied and the assumptions used are reasonable. Our control processes consist of a framework that provides for a segregation of duties and oversight of our fair value methodologies and valuations, as well as validation procedures.

The Pricing Group within our Finance Division is responsible for estimating the fair value of the majority of our financial assets and financial liabilities. These fair values are verified by our Price Verification Group, which is a control group separate from the group responsible for obtaining prices. Our Modeling and Analytics Group develops models that are used in estimating the fair value of assets and liabilities for financial reporting purposes. In addition, our Model Oversight Committee (“MOC”) facilitates the cross-functional coordination and effectiveness of our modeling efforts in terms of research, model use and risk governance. The MOC is comprised of senior representatives from Underwriting and Pricing, Capital Markets, Credit Portfolio Management, Enterprise Risk Management, Finance and Modeling & Analytics and is chaired by our Chief Risk Officer. Our Model Risk Oversight Group is responsible for establishing risk management controls and for reviewing, validating and approving models used in the determination of fair value measurements for financial reporting. Fair value measurements for acquired property and collateral dependent loans are determined by other valuation groups in the Finance division.

Our Valuation Oversight Committee (“VOC”) includes senior representation from our Capital Markets segment, our Enterprise Risk Office and our Finance division, and is responsible for providing overall governance for our valuation processes and results. The composition of the VOC is determined by the VOC chair, our Chief Financial Officer, with the objective of obtaining appropriate representation from finance, risk and select business units within Fannie Mae. Based on its review of valuation methodologies and fair value results for various financial instruments used for financial reporting, the VOC is responsible for advising the VOC Committee chair, who has the ultimate responsibility over all valuation processes and results. The VOC also reviews trend analysis for various financial assets and liabilities on a quarterly basis.

We use third-party vendor prices and dealer quotes to estimate fair value of some of our financial assets and liabilities. Third-party vendor prices are primarily used to estimate fair value for trading securities, available-for-sale securities, debt of Fannie Mae, and consolidated MBS debt. Our Pricing Group performs various review and validation procedures prior to utilizing these prices in our fair value estimation process. We verify selected prices, using a variety of methods, including corroborating the prices by reference to other independent market data, such as non-binding broker or dealer quotations, relevant benchmark indices, and prices of similar instruments. We also review prices for reasonableness based on variations from prices provided in previous periods, comparing prices to internally estimated prices, using primarily a discounted cash flow approach, and conducting relative value comparisons based on specific characteristics of securities.

We have discussions with the pricing services as part of our due diligence process in order to maintain a current understanding of the valuation processes and related assumptions and inputs that these vendors use in developing prices. The prices provided to us by third-party pricing services reflect the existence of market reliance upon credit enhancements, if any, and the current lack of liquidity in the marketplace. If we determine that a price provided to us is outside established parameters, we will further examine the price, including having follow-up discussions with the pricing service or dealer. If we conclude that a price is not valid, we will adjust the price for various factors, such as liquidity, bid-ask spreads and credit considerations. All of these procedures are executed before we use the prices in preparing our financial statements.

Our Price Verification Group is responsible for performing monthly independent price verification, primarily related to financial assets and financial liabilities that are priced by our Pricing Group. This is generally accomplished by comparing the value that the Price Verification Group obtains through its own sources and methods with values provided by the Pricing Group. Alternatively, the Price Verification Group may perform reviews of the assumptions used by the Pricing Group to estimate the fair value of products we hold that have material estimation risk because observable market-based inputs do not exist. This group provides an update to the VOC on results, relevant market information and pricing trends, and significant valuation challenges and resolution of those challenges with the Pricing Group on a quarterly basis.

We have an internal property valuation function that utilizes an internal model to compare the values received on a property and assign a risk rating based on several factors including the deviation between the various values. Property valuations with risk ratings above a specified threshold are reviewed for reasonableness by a team of property valuation experts. The internal model that is used to assign a risk rating and the threshold specified is subject to VOC oversight. In addition, our Quality Control Group reviews the overall work performed and inspects a portion of the properties in major markets, for which the third-party valuations are obtained, in order to assess the quality of the valuations.

We calibrate the performance of our proprietary internal model using actual offers on our properties and recent observed transactions. The internal model’s performance is reviewed on a monthly basis by the REO valuation team and is compared with the review performed by our Modeling and Analytics team on a quarterly basis. These review results are presented to the Model Risk Oversight Group, who performs a review and evaluation of the model performance on a quarterly basis. The results of the validation are also reviewed with the VOC on a quarterly basis.

Our Appraisal Review Group reviews appraisals to determine whether they have been performed in accordance with appraisal standards and the results are consistent with our observed transactions on similar properties. We and/or third-party servicers review broker price opinions to determine whether the values provided are consistent with our observed transactions on similar properties. We conduct quarterly portfolio reviews, annual audits and periodic reviews of the counterparties that provide services to review broker price opinions. In addition, valuation results and trend analyses are reviewed at least monthly by REO management.

Fair Value of Financial Instruments

The following table displays the carrying value and estimated fair value of our financial instruments as of June 30, 2012 and December 31, 2011. The fair value of financial instruments we disclose includes commitments to purchase multifamily and single-family mortgage loans which are off-balance sheet financial instruments 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 certain financial instruments, such as plan obligations for pension and postretirement health care benefits, employee stock option and stock purchase plans, and also excludes all non-financial instruments. As a result, 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, 2012															December 31, 2011
	Carrying Value		Quoted Price in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Netting Adjust-ment			Estimated Fair Value		Carrying Value		Estimated Fair Value
	(Dollars in millions)
Financial assets:
Cash and cash equivalents and restricted cash	$	80,713		$	68,663	$	12,050		$	—	$	—		$	80,713	$	68,336	$	68,336
Federal funds sold and securities purchased under agreements to resell or similar arrangements	24,000			—		24,000			—		—			24,000		46,000		46,000
Trading securities	50,935			27,064		21,566			2,305		—			50,935		74,198		74,198
Available-for-sale securities	69,694			—		43,366			26,328		—			69,694		77,582		77,582
Mortgage loans held for sale	455			—		280			187		—			467		311		325
Mortgage loans held for investment, net of allowance for loan losses:
Of Fannie Mae	317,578			—		36,665			230,096		—			266,761		322,825		294,996
Of consolidated trusts	2,605,209			—		2,405,153			293,656		—			2,698,809		2,575,485		2,652,025
Mortgage loans held for investment	2,922,787			—		2,441,818			523,752		—			2,965,570		2,898,310		2,947,021
Advances to lenders	7,343			—		6,638			615		—			7,253		5,538		5,420
Derivative assets at fair value	602			—		16,718			236		(16,352		)	602		561		561
Guaranty assets and buy-ups	474			—		—			866		—			866		503		901
Total financial assets	$	3,157,003		$	95,727	$	2,566,436		$	554,289	$	(16,352	)	$	3,200,100	$	3,171,339	$	3,220,344

Financial liabilities:
Federal funds purchased and securities sold under agreements to repurchase	$	153		$	—	$	153		$	—	$	—		$	153	$	—	$	—
Short-term debt:
Of Fannie Mae	92,906			—		92,917			—		—			92,917		146,752		146,782
Of consolidated trusts	3,908			—		—			3,908		—			3,908		4,973		4,973
Long-term debt:
Of Fannie Mae	566,483			—		592,491			1,074		—			593,565		585,692		613,983
Of consolidated trusts	2,500,591			—		2,627,334			15,864		—			2,643,198		2,452,455		2,596,657
Derivative liabilities at fair value	919			—		24,282			162		(23,525		)	919		916		916
Guaranty obligations	758			—		—			3,543		—			3,543		811		3,944
Total financial liabilities	$	3,165,718		$	—	$	3,337,177		$	24,551	$	(23,525	)	$	3,338,203	$	3,191,599	$	3,367,255

Financial Instruments for which fair value approximates carrying value—We hold certain financial instruments that are not carried at fair value but for which the carrying value approximates fair value due to the short-term nature and negligible credit risk inherent in them. These financial instruments include cash and cash equivalents, the majority of advances to lenders and federal funds and securities sold/purchased under agreements to repurchase/resell (exclusive of dollar roll repurchase transactions).

Federal funds and securities sold/purchased under agreements to repurchase/resell—The carrying value for the majority of these specific instruments approximates the fair value due to the short-term nature and the negligible inherent credit risk, as they involve the exchange of liquid collateral. Were we to calculate the fair value of these instruments we would use observable inputs resulting in Level 2 classification.

Mortgage Loans Held for Sale—Loans are reported at the lower of cost or fair value in our condensed consolidated balance sheets. The valuation methodology and inputs used in estimating the fair value of HFS loans are the same as for our HFI loans and are described under “Fair Value Measurement—Mortgage Loans Held for Investment” and these loans are classified as Level 2 of the valuation hierarchy to the extent that significant inputs are observable. To the extent that significant inputs are unobservable, the loans are classified within Level 3 of the valuation hierarchy.

Advances to Lenders—The carrying value for the majority of our advances to lenders approximates fair value due to the short-term nature and the negligible inherent credit risk. Were we to calculate the fair value of these instruments we would use discounted cash flow models that use observable inputs such as spreads based on market assumptions, resulting in Level 2 classification.

Advances to lenders also include loans for which the carrying value does not approximate fair value. These loans do not qualify for Fannie Mae MBS securitization and are valued using market-based techniques including credit spreads, severities and prepayment speeds for similar loans, through third-party pricing services or through a model approach incorporating both interest rate and credit risk simulating a loan sale via a synthetic structure. We classify these valuations as Level 3 given that significant inputs are not observable or are determined by extrapolation of observable points.

Guaranty Assets and Buy-ups—Guaranty assets related to our portfolio securitizations are recorded in our condensed consolidated balance sheets at fair value on a recurring basis and are classified within Level 3 of the valuation hierarchy. Guaranty assets in lender swap transactions are recorded in our condensed consolidated balance sheets at the lower of cost or fair value. These assets, which are measured at fair value on a nonrecurring basis, are classified within Level 3 of the fair value hierarchy.

We estimate the fair value of guaranty assets based on the present value of expected future cash flows of the underlying mortgage assets using management’s best estimate of certain key assumptions, which include prepayment speeds, forward yield curves, and discount rates commensurate with the risks involved. These cash flows are projected using proprietary prepayment, interest rate and credit risk models. Because guaranty assets are like an interest-only income stream, the projected cash flows from our guaranty assets are discounted using one-month LIBOR plus the option-adjusted spread (“OAS”) for interest-only trust securities. The interest-only OAS is calibrated using prices of a representative sample of interest-only trust securities. We believe the remitted fee income is less liquid than interest-only trust securities and more like an excess servicing strip. We take a further discount of the present value for these liquidity considerations. This discount is based on market quotes from dealers.

The fair value of the guaranty assets includes the fair value of any associated buy-ups, which is estimated in the same manner as guaranty assets but is recorded separately as a component of “Other assets” in our condensed consolidated balance sheets.

Guaranty Obligations—The fair value of all guaranty obligations, measured subsequent to their initial recognition, is our estimate of a hypothetical transaction price we would receive if we were to issue our guaranty to an unrelated party in a standalone arm’s-length transaction at the measurement date. These obligations are classified within Level 3. The valuation methodology and inputs used in estimating the fair value of the guaranty obligation are described under “Fair Value Measurement—Mortgage Loans Held for Investment, Build up.”

HARP Loans—We measure the fair value of loans that are delivered under the Home Affordable Refinance Program (“HARP”) using a modified build-up approach while the loan is performing. Under this modified approach, we set the credit component of the consolidated loans (i.e., the guaranty obligation) equal to the compensation we would currently receive for a loan delivered to us under the program because the total compensation for these loans is equal to their current exit price in the GSE securitization market. For a description of the build-up valuation methodology, refer to “Fair Value Measurement–Mortgage Loans Held for Investment.” We will continue to use this pricing methodology as long as the HARP program is available to market participants. If, subsequent to delivery, the refinanced loan becomes past due or is modified as a part of a troubled debt restructuring, the fair value of the guaranty obligation is then measured consistent with other loans that have these characteristics.

The total compensation that we receive for the delivery of a HARP loan reflects the pricing that we are willing to offer because HARP is a part of a broader government program intended to provide assistance to homeowners and prevent foreclosures. If these benefits were not reflected in the pricing for these loans (that is, if the loans were valued using our standard build-up approach), the fair value disclosed in the table above would be lower by $8.4 billion as of June 30, 2012. The total fair value of the loans in our portfolio that have been refinanced under HARP as of June 30, 2012 as presented in the table above is $168.3 billion.

Fair Value Option

We elected the fair value option for loans which 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 the respective loan.

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.

We elected the fair value option for the financial assets and liabilities of the consolidated senior-subordinate trust structures. 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 different accounting treatment between loans at cost and debt at cost.

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

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, 2012 and December 31, 2011.



		As of
		June 30, 2012									December 31, 2011
	Loans of Consolidated Trusts⁽¹⁾			Long-Term Debt of Fannie Mae			Long-Term Debt of Consolidated Trusts⁽²⁾			Loans of Consolidated Trusts⁽¹⁾			Long-Term Debt of Fannie Mae			Long-Term Debt of Consolidated Trusts⁽²⁾
		(Dollars in millions)
Fair value		$	5,231		$	831		$	4,600		$	3,611		$	838		$	3,939
Unpaid principal balance		5,631			712			4,679			4,122			712			4,012

__________

⁽¹⁾ Includes nonaccrual loans with a fair value of $260 million and $195 million as of June 30, 2012 and December 31, 2011, respectively. The difference between unpaid principal balance and the fair value of these nonaccrual loans as of June 30, 2012 and December 31, 2011 is $240 million and $232 million, respectively. Includes loans that are 90 days or more past due with a fair value of $382 million and $310 million as of June 30, 2012 and December 31, 2011, respectively. The difference between unpaid principal balance and the fair value of these 90 or more days past due loans as of June 30, 2012 and December 31, 2011 is $270 million and $262 million, respectively.

⁽²⁾ Includes interest-only debt instruments with no unpaid principal balance and a fair value of $107 million and $115 million as of June 30, 2012 and December 31, 2011, respectively.

Changes in Fair Value under the Fair Value Option Election

The following table displays fair value gains and losses, net, including changes attributable to instrument-specific credit risk, for loans and debt for which the fair value election was made. Amounts are recorded as a component of “Fair value losses, net” in our condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2012 and 2011.



	For the Three Months Ended June 30,
	2012											2011
	Loans			Long-Term Debt				Total Gains (Losses)				Loans		Long-Term Debt				Total Gains
	(Dollars in millions)
Changes in instrument-specific credit risk	$	11			$	—			$	11		$	6		$	8		$	14
Other changes in fair value	(38		)		(17		)		(55		)	76			(26		)	50
Fair value (losses) gains, net	$	(27	)		$	(17	)		$	(44	)	$	82		$	(18	)	$	64



	For the Six Months Ended June 30,
	2012											2011
	Loans			Long-Term Debt				Total Gains (Losses)				Loans			Long-Term Debt			Total (Losses) Gains
	(Dollars in millions)
Changes in instrument-specific credit risk	$	77			$	(2	)		$	75		$	(211	)		$	4	$	(207	)
Other changes in fair value	(103		)		43				(60		)	141				7		148
Fair value (losses) gains, net	$	(26	)		$	41			$	15		$	(70	)		$	11	$	(59	)

In determining the changes in the instrument-specific credit risk for loans, the changes in the associated credit-related components of these loans, primarily the guaranty obligation, were taken into consideration with the overall change in the fair value of the loans for which we elected the fair value option for financial instruments. In determining the changes in the instrument-specific credit risk for debt, the changes in Fannie Mae debt spreads to LIBOR that occurred during the period were taken into consideration with the overall change in the fair value of the debt for which we elected the fair value option for financial instruments. Specifically, cash flows are evaluated taking into consideration any derivatives through which Fannie Mae has swapped out of the structured features of the notes and thus created a floating-rate LIBOR-based debt instrument. The change in value of these LIBOR-based cash flows based on the Fannie Mae yield curve at the beginning and end of the period represents the instrument-specific risk.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 825

-SubTopic 10

-Section 50

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Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 107

-Paragraph 15C, 15D

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-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 133

-Paragraph 44A, 44B

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Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 107

-Paragraph 15A

-Subparagraph a-d

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-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 107

-Paragraph 3, 10, 14, 15

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Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 825

-SubTopic 10

-Section 50

-Paragraph 10

-URI http://asc.fasb.org/extlink&oid=7491637&loc=d3e13433-108611

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Statement of Financial Accounting Standard (FAS)

-Number 159

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+ Details