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Commitments and Contingencies
12 Months Ended
Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
We are party to various types of legal actions and proceedings, including actions brought on behalf of various classes of
claimants. We also are subject to regulatory examinations, inquiries and investigations, and other information gathering
requests. In some of the matters, indeterminate amounts are sought. Modern pleading practice in the U.S. permits
considerable variation in the assertion of monetary damages or other relief. Jurisdictions may permit claimants not to
specify the monetary damages sought or may permit claimants to state only that the amount sought is sufficient to
invoke the jurisdiction of the trial court. This variability in pleadings, together with our and our counsel’s actual
experience in litigating or settling claims, leads us to conclude that the monetary relief that may be sought by plaintiffs
bears little relevance to the merits or disposition value of claims.
Legal actions and proceedings of all types are subject to many uncertain factors that generally cannot be predicted with
assurance. Accordingly, the outcome of any given matter and the amount or range of potential loss at particular points in
time is frequently difficult to ascertain. Uncertainties can include how fact finders will evaluate documentary evidence
and the credibility and effectiveness of witness testimony, and how the court will apply the law. Disposition valuations
are also subject to the uncertainty of how opposing parties and their counsel may view the evidence and applicable law.
On a quarterly basis, we review relevant information about pending legal actions and proceedings for the purpose of
evaluating and revising our contingencies, accruals and disclosures. We establish an accrual only for matters when the
likelihood of a loss is probable and we can reasonably estimate the amount of such loss. We are often unable to
estimate the possible losses or ranges of losses, particularly for proceedings that are in their early stages of
development, where plaintiffs seek indeterminate or unspecified damages, where there may be novel or unsettled legal
questions relevant to the proceedings, or where settlement negotiations have not occurred or progressed. Given the
uncertainties involved in any action or proceeding, regardless of whether we have established an accrual, the ultimate
resolution of certain of these matters may be material to our operating results for a particular period, depending on,
among other factors, the size of the loss or liability imposed and the level of our net income or loss for that period.
In addition to the matters specifically described below, we are involved in a number of legal and regulatory proceedings
that arise in the ordinary course of business that we do not expect will have a material impact on our business or
financial condition.
Senior Preferred Stock Purchase Agreements Litigation
A consolidated class action (“In re Fannie Mae/Freddie Mac Senior Preferred Stock Purchase Agreement Class Action
Litigations”) and a non-class action lawsuit, Fairholme Funds v. FHFA, filed by Fannie Mae and Freddie Mac
stockholders against us, FHFA as our conservator, and Freddie Mac were filed in the U.S. District Court for the District
of Columbia. The lawsuits challenge the August 2012 amendment to each company’s senior preferred stock purchase
agreement with Treasury.
Plaintiffs in these lawsuits allege that the net worth sweep dividend provisions of the senior preferred stock that were
implemented pursuant to the August 2012 amendments nullified certain of the stockholders’ rights and caused them
harm. Plaintiffs in the class action represent a class of Fannie Mae preferred stockholders and classes of Freddie Mac
common and preferred stockholders. The cases were tried before a jury at a trial that commenced on July 24, 2023. On
August 14, 2023, the jury returned a verdict for the plaintiffs and awarded damages of $299.4 million to Fannie Mae
preferred stockholders. On October 24, 2023, the court held that these stockholders were entitled to receive
prejudgment interest on the damage award. On March 20, 2024, the court entered final judgment and set the amount of
prejudgment interest owed by Fannie Mae at $199.7 million. On April 17, 2024, the defendants filed a motion for
judgment as a matter of law, which has been fully briefed and remains pending. The parties will have 30 days to appeal
following the court’s decision on the motion. Until the motion and any subsequent appeals are resolved and any final
judgment amount has been paid, post-judgment interest on the damages and prejudgment interest awards will accrue at
a rate of 5.01%, starting on March 20, 2024, to be computed daily and compounded annually. We recognized
$495 million in 2023 related to the jury verdict and estimated prejudgment interest through December 31, 2023 in “Other
expenses, net.” We recognized an additional $24 million of expense for the twelve months ended December 31, 2024
related to the prejudgment and post-judgment interest.
Unconditional Purchase and Lease Commitments
We have unconditional commitments related to the purchase of loans and mortgage-related securities. These are
primarily mortgage commitment derivatives and include both on- and off-balance sheet commitments. A portion of these
have been recorded as derivatives in our consolidated balance sheets.
We lease certain office buildings and equipment accounted for as either operating or financing leases pursuant to
agreements that expire at various dates through May 31, 2045. Some of these leases provide for payment by the lessee
of property taxes, insurance premiums, cost of maintenance and other costs.
The following table summarizes by remaining maturity, non-cancelable future commitments related to loan and
mortgage purchases, operating and finance leases and other agreements.
As of December 31, 2024
Loans and
Mortgage-
Related
Securities
Operating
Leases(1)
Finance
Leases(2)
Other(3)
(Dollars in millions)
2025
$35,327
$63
$19
$200
2026
9
61
19
157
2027
60
20
110
2028
59
20
72
2029
48
7
2
Thereafter
311
343
3
Total
$35,336
$602
$428
$544
(1)Consists of amounts related to office buildings and equipment leases.
(2)Consists of amounts related to office buildings.
(3)Includes purchase commitments for certain telecommunications services, computer software and services, and other agreements and
commitments.