$1,416,686,000 Freddie Mac

1 OFFERING CIRCULAR $1,416,686,000 Freddie MacSeasoned Credit Risk Transfer Trust,Series 2017 -3 Issuer: Freddie Mac Seasoned Credit Risk Transfer Trust, Series 2017 -3 Offered Certificates:Classes of Certificates shown in the table below and MACR Certificates shown on schedule ITrust Assets:Two groups of seasoned, fixed-rate and step-rate, first lien re-performing Mortgage LoansSponsor, Seller, Trustee andGuarantor of OfferedCertificates: Freddie MacServicer:Nationstar Mortgage LLC d/b/a Mr. CooperSecurities Bank National AssociationCustodian:Wells Fargo Bank, Agent:Wilmington Trust, National AssociationDistribution Dates:Monthly beginning in October 2017 Optional Termination:The Trust is subject to optional termination as described in this Offering CircularForm of Offered Certificates:Book-entry on the depository system of DTCO ffering Terms:The underwriters named below are offering the Offered Certificates in negotiated transactions atvarying pricesClosing Date.

2 October 11, 2017 Class(1)Initial Class Principal Amount(2)Class CouponCUSIP NumberStated FinalDistribution DateGroup HClass $390,935,000(3)35563 PBY4 July 25, 2056 Class $65,156,000(3)35563 PCA5 July 25, 2056 Class $65,156,000(3)35563 PCB3 July 25, 2056 Group MClass $671,579, 25, 2056 Class $111,930, 25, 2056 Class $111,930, 25, 2056(1)Exchangeable Certificates may be exchanged for MACR Certificates in the combinations set forth on schedule I.(2) Approximate. May vary up to 10%.(3) The Class Coupon of the Class HA, Class HV and Class HZ Certificates will be a per annum rate equal to for the Distribution Datesoccurring in October 2017 through March 2018, for the Distribution Dates occurring in April 2018 through September 2018, for theDistribution Dates occurring in October 2018 through March 2019, for the Distribution Dates occurring in April 2019 through September2019 and beginning on the Distribution Date occurring in October 2019 and addition to the Offered Certificates, the Trust will issue the Class A-IO, Class M-1, Class M-2, Class B, Class B-IO,Class XS-IO, Class MI, Class R and Class RS Certificates (the Non-Offered Certificates ).

3 Only the Offered Certificates areoffered by this Offering Circular. Information about the Non-Offered Certificates is included in this Offering Circular tohelp you understand the Offered Offered Certificates are complex financial instruments and may not be suitable investments for you. You should not purchaseOffered Certificates unless you have carefully considered and are able to bear the associated prepayment, interest rate, yield andmarket risks of investing in them. Risk Factors beginning on page 21 highlights some of these should purchase Offered Certificates only if you have read and understood this Offering Circular and the documents listedunder Additional Information . Freddie Mac guarantees timely payment of interest at the applicable Class Coupon and the payment of principal as described herein,including payment in full by the Stated Final Distribution Date, on the Offered Certificates.

4 These distributions are not guaranteedby and are not debts or obligations of the United States or any federal agency or instrumentality other than Freddie Mac. The OfferedCertificates are not tax-exempt. Because of applicable securities law exemptions, the Offered Certificates are not registered with anyfederal or state securities commission. No securities commission has reviewed this Offering Index of Significant Definitions beginning on page 152 of this Offering Circular indicates where definitions of certaindefined terms appear in this Offering Fargo SecuritiesCo-Lead Manager and Joint BookrunnerCo-Lead Manager and Joint BookrunnerKGS-Alpha Capital Markets, Loop Capital Markets LLCR amirez & Co., 5, 2017 THE OFFERED CERTIFICATES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH, ORRECOMMENDED BY, ANY FEDERAL, STATE OR SECURITIES COMMISSION, SECURITIESREGULATORY AUTHORITY OR INSURANCE OR OTHER REGULATORY BODY.

5 FURTHERMORE,THE FOREGOING AUTHORITIES HAVE NOT REVIEWED THIS DOCUMENT NOR CONFIRMED ORDETERMINED THE ADEQUACY OR ACCURACY OF THIS DOCUMENT. ANY REPRESENTATION TOTHE CONTRARY IS A CRIMINAL OFFERING CIRCULAR CONTAINS SUBSTANTIAL INFORMATION ABOUT THE OFFEREDCERTIFICATES AND THE OBLIGATIONS OF THE ISSUER, THE GUARANTOR, THE SERVICER, THESELLER, THE TRUSTEE, THE CUSTODIAN, THE SECURITIES ADMINISTRATOR AND THE TRUSTAGENT WITH RESPECT TO THE OFFERED CERTIFICATES. POTENTIAL INVESTORS ARE URGEDTO REVIEW THIS OFFERING CIRCULAR IN ITS PURCHASERS ARE NOT TO CONSTRUE THE CONTENTS OF THIS OFFERINGCIRCULAR OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM Freddie MAC, THETRUST AGENT, THE SECURITIES ADMINISTRATOR OR THE UNDERWRITERS OR ANY OF THEIROFFICERS, EMPLOYEES OR AGENTS AS INVESTMENT, LEGAL, ACCOUNTING OR TAX TO INVESTING IN THE OFFERED CERTIFICATES, A PROSPECTIVE PURCHASER SHOULDCONSULT WITH ITS ATTORNEY AND ITS INVESTMENT, ACCOUNTING, REGULATORY AND TAXADVISORS TO DETERMINE THE CONSEQUENCES OF AN INVESTMENT IN THE OFFEREDCERTIFICATES AND ARRIVE AT AN INDEPENDENT EVALUATION OF SUCH INVESTMENT.

6 INCLUDING THE RISKS RELATED PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANYREPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR. THISOFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF ANOFFER TO BUY ANY SECURITIES OTHER THAN THE OFFERED CERTIFICATES. THIS OFFERINGCIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFERTO BUY, NOR SHALL THERE BE ANY SALE OF THE OFFERED CERTIFICATES, IN ANY STATE OROTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFULPRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH STATEOR OTHER JURISDICTION. THE DELIVERY OF THIS OFFERING CIRCULAR AT ANY TIME DOESNOT IMPLY THAT INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THEDATE OF THIS OFFERING CIRCULAR OR THE EARLIER DATES REFERENCED OFFERING CIRCULAR HAS BEEN PREPARED BY Freddie MAC SOLELY FOR USE INCONNECTION WITH THE SALE OF THE OFFERED CERTIFICATES.

7 IN THIS OFFERING CIRCULAR,AS THE CONTEXT MAY REQUIRE, THE TERMS WE , US AND OUR REFER TO Freddie MAC IS IN CONSERVATORSHIP; POTENTIAL RECEIVERSHIPWE CONTINUE TO OPERATE UNDER THE CONSERVATORSHIP THAT COMMENCED ONSEPTEMBER 6, 2008, CONDUCTING OUR BUSINESS UNDER THE DIRECTION OF THE FEDERALHOUSING FINANCE AGENCY ( FHFA ) AS OUR CONSERVATOR (THE CONSERVATOR ). UPONITS APPOINTMENT, FHFA, AS CONSERVATOR, IMMEDIATELY SUCCEEDED TO ALL RIGHTS,TITLES, POWERS AND PRIVILEGES OF Freddie MAC AND OF ANY STOCKHOLDER, OFFICER ORDIRECTOR OF Freddie MAC WITH RESPECT TO OUR BUSINESS AND OUR ASSETS. THECONSERVATOR HAS DIRECTED AND WILL CONTINUE TO DIRECT CERTAIN OF OUR BUSINESSACTIVITIES AND STRATEGIES. UNDER THE FEDERAL HOUSING FINANCE REGULATORYREFORM ACT OF 2008, FHFA MUST PLACE Freddie MAC INTO RECEIVERSHIP IF THE DIRECTOROF FHFA MAKES A DETERMINATION IN WRITING THAT ITS ASSETS ARE, AND FOR A PERIOD OF60 DAYS HAVE BEEN, LESS THAN ITS OBLIGATIONS.

8 FHFA HAS NOTIFIED Freddie MAC THATTHE MEASUREMENT PERIOD FOR ANY MANDATORY RECEIVERSHIP DETERMINATION WITHRESPECT TO ITS ASSETS AND OBLIGATIONS WOULD COMMENCE NO EARLIER THAN THE SECPUBLIC FILING DEADLINE FOR ITS QUARTERLY OR ANNUAL FINANCIAL STATEMENTS ANDWOULD CONTINUE FOR SIXTY (60) CALENDAR DAYS AFTER THAT DATE. FHFA HAS ALSOiiADVISED Freddie MAC THAT, IF, DURING THAT SIXTY (60) DAY PERIOD, Freddie MACRECEIVES FUNDS FROM TREASURY IN AN AMOUNT AT LEAST EQUAL TO THE DEFICIENCYAMOUNT UNDER THE PURCHASE AGREEMENT, THE DIRECTOR OF FHFA WILL NOT MAKE AMANDATORY RECEIVERSHIP ADDITION, Freddie MAC COULD BE PUT INTO RECEIVERSHIP AT THE DISCRETION OFTHE DIRECTOR OF FHFA AT ANY TIME FOR OTHER REASONS, INCLUDING CONDITIONS THATFHFA HAS ALREADY ASSERTED EXISTED AT THE TIME THE THEN DIRECTOR OF FHFA PLACEDFREDDIE MAC INTO CONSERVATORSHIP.

9 THESE INCLUDE: A SUBSTANTIAL DISSIPATION OFASSETS OR EARNINGS DUE TO UNSAFE OR UNSOUND PRACTICES; THE EXISTENCE OF ANUNSAFE OR UNSOUND CONDITION TO TRANSACT BUSINESS; AN INABILITY TO MEET OUROBLIGATIONS IN THE ORDINARY COURSE OF BUSINESS; A WEAKENING OF OUR CONDITIONDUE TO UNSAFE OR UNSOUND PRACTICES OR CONDITIONS; CRITICAL UNDERCAPITALIZATION;THE LIKELIHOOD OF LOSSES THAT WILL DEPLETE SUBSTANTIALLY ALL OF OUR CAPITAL; ORBY CONSENT. A RECEIVERSHIP WOULD TERMINATE THE CURRENT FHFA WERE TO BECOME Freddie MAC S RECEIVER, IT COULD EXERCISE CERTAINPOWERS THAT COULD ADVERSELY AFFECT THE OFFERED ITS CAPACITY AS RECEIVER, FHFA WOULD HAVE THE RIGHT TO TRANSFER OR SELLANY asset OR LIABILITY OF Freddie MAC, INCLUDING ITS OBLIGATION TO MAKEGUARANTOR PAYMENTS ON THE OFFERED CERTIFICATES, WITHOUT ANY APPROVAL,ASSIGNMENT OR CONSENT OF ANY PARTY.

10 IF FHFA, AS RECEIVER, WERE TO TRANSFER SUCHOBLIGATION TO ANOTHER PARTY, HOLDERS OF THE OFFERED CERTIFICATES WOULD HAVE TORELY ON THAT PARTY FOR SATISFACTION OF THE OBLIGATION AND WOULD BE EXPOSED TOTHE CREDIT RISK OF THAT A RECEIVERSHIP, CERTAIN RIGHTS OF HOLDERS OF THE CERTIFICATES MAY NOTBE ENFORCEABLE AGAINST FHFA, OR ENFORCEMENT OF SUCH RIGHTS MAY BE REFORM ACT ALSO PROVIDES THAT NO PERSON MAY EXERCISE ANY RIGHT ORPOWER TO TERMINATE, ACCELERATE OR DECLARE AN EVENT OF DEFAULT UNDER CERTAINCONTRACTS TO WHICH Freddie MAC IS A PARTY, OR OBTAIN POSSESSION OF OR EXERCISECONTROL OVER ANY PROPERTY OF Freddie MAC, OR AFFECT ANY CONTRACTUAL RIGHTS OFFREDDIE MAC, WITHOUT THE APPROVAL OF FHFA AS RECEIVER, FOR A PERIOD OF NINETY(90) DAYS FOLLOWING THE APPOINTMENT OF FHFA AS NOTICE REGARDING THE OFFERED CERTIFICATESIF ANY OF THE TRUSTEE, THE ISSUER OR AN UNDERWRITER DETERMINES THAT ACONDITION IS NOT SATISFIED IN ANY MATERIAL RESPECT, SUCH PROSPECTIVE INVESTORWILL BE NOTIFIED, AND NONE OF THE TRUSTEE, THE ISSUER OR THE UNDERWRITERS WILLHAVE ANY OBLIGATION TO SUCH PROSPECTIVE INVESTOR TO DELIVER ANY PORTION OF THEOFFERED CERTIFICATES WHICH SUCH PROSPECTIVE INVESTOR HAS COMMITTED TOPURCHASE, AND THERE WILL BE NO LIABILITY BETWEEN THE UNDERWRITERS OR ANY OFTHEIR RESPECTIVE AGENTS OR AFFILIATES, ON THE ONE HAND, AND SUCH PROSPECTIVEINVESTOR, ON THE OTHER HAND.