Bringing Private Capital
to the U.S. Housing Market
Through Investment Excellence
2014 ANNUAL REPORTAGNC.COM | NASDAQ:AGNC Dear fellow shareholders,
We are very proud of our performance since our inception and over the course of 2014. The outper-
formance of Agency MBS relative to other fixed income asset classes helped drive our strong eco-
nomic return of 18% in 2014, comprised of $2.61 dividends per common share and a $1.81 increase
in our net book value per common share. In response to changing market conditions, our active
approach to portfolio management led us to reposition our asset portfolio, modify the composition
of our hedge portfolio and operate with a somewhat larger duration gap during the first half of 2014.
These actions significantly benefited our financial results for the year. Our total stock return was 27%
for the year, including dividend reinvestments, which outperformed the peer group average, the SNL
U.S. Finance REIT Index and the S&P 500. The following chart shows AGNC’s outperformance since
our May 2008 IPO.
FIGURE 1
AGNC Total Stock Return vs. Various Indices
350%
300%
250%
200%
150%
100%
50%
0%
-50%
-100%
May-08 Nov-08 May-09 Nov-09 May-10 Nov-10 May-11 Nov-11 May-12 Nov-12 May-13 Nov-13 May-14 Nov-14
AGNC Total Return
Peer Group
SNL U.S. Finance REIT
S&P 500
Source: SNL Financial; Total stock return over a period, including price appreciation and dividend reinvestment. Dividends
assumed to be reinvested at the closing price of the security on the ex-dividend date. Peer group average consists of Annaly
Capital, Anworth Mortgage, ARMOUR Residential, Capstead Mortgage, CYS Investments and Hatteras Financial on an
unweighted basis.
2014 Annual Report
1
2014 Market Overview
The fixed income markets performed well during 2014, a sharp contrast to the extreme interest rate
volatility and price deterioration experienced in 2013. The consensus view at the start of 2014 was
that interest rates would increase and that the spreads on mortgage-backed securities (“MBS”) issued
by Federal National Mortgage Association (“Fannie Mae”) and Federal Home Loan Mortgage Corp
(“Freddie Mac”) (together, “Agency MBS”) versus comparable benchmark indices would widen, as the
Federal Reserve (“Fed”) ended its third round of quantitative easing (“QE3”) and began to tighten mon-
etary policy in response to improving economic conditions. Quantitative easing refers to the recent
buying by the Federal Reserve of U.S. government bonds and MBS in the open market, an aggressive
and historically unusual method of expanding the U.S. money supply. However, despite generally
strong U.S. economic data, the global economic weakness and declining inflation expectations both
domestically and abroad led to a significant decline in interest rates across the globe. In addition, the
shape of the Treasury yield curve changed significantly during the year, as the yield on the 10 year
Treasury note fell 84 basis points while the yield on the 2 year Treasury note increased 29 basis points.
FIGURE 2
The 10 Year U.S. Treasury Rate during 2014
3.00%
2.00%
1.00%
0.00%
3.00%
2.75%
2.50%
2.25%
2.00%
Q1 2014
Q2 2014
Q3 2014
Q4 2014
Q1 2014
Q2 2014
Q3 2014
Q4 2014
Source: www.federalreserve.gov.
Furthermore, despite the gradual reduction in the Fed MBS purchases and the significant flattening
of the yield curve, agency MBS outperformed many other fixed income products in 2014. The strong
performance of Agency MBS was driven primarily by the historically low volume of newly originated
mortgages and by fixed income investors generally being underweight or underinvested in Agency
MBS. In addition, Agency MBS benefited from the Fed’s ownership of approximately one-third, or
$1.7 trillion, of the Agency MBS market as of December 31, 2014, which has materially reduced the out-
standing tradable supply of Agency MBS.
2
American Capital Agency
Economic Return
Our objective is to create long term value for our shareholders through the combination of book
value growth and payment of an attractive dividend. The primary metric that we use to measure
performance is economic return, which is the sum of the change in our net book value per common
share and dividends declared per common share, divided by our beginning net book value per com-
mon share.
The following chart shows our economic return by year since 2009, our first full year as a public com-
pany. Our economic return of 21% (annualized) since 2009 was comprised of $27.71 dividends per
common share and an $8.54 increase in our net book value per common share.
FIGURE 3
AGNC Annual Economic Returns vs. Peer Group Average
64%
61%
48%
32%
16%
0%
-16%
45%
33%
37%
32%
22%
18%
18%
15%
21%
11%
5%
-13% -14%
2009
2010
2011
2012
2013
2014
2009–2014
Annualized
AGNC
Peer Group
Economic return on common equity represents the sum of the change in net book value per common share and dividends
declared on common stock during the period over the beginning net book value per common share. Peer group average consists
of Annaly Capital, Anworth Mortgage, ARMOUR Residential, Capstead Mortgage, CYS Investments and Hatteras Financial on an
unweighted basis.
As a manager of a levered MBS portfolio, funded predominately with debt, we need to always be
prepared for a wide range of possible interest rate and economic scenarios so that we adequately
protect our book value. Moreover, dynamic environments like 2014 reinforce the value of our active
portfolio management philosophy, which stresses the need to evaluate and adjust our assets and
hedges continuously in light of the ever-changing interest rate and mortgage market landscape in
which we operate.
2014 Annual Report
3
Asset Composition
Asset selection is a key component of our risk management philosophy. In response to the strong
performance of 15 year Agency MBS relative to 30 year Agency MBS early in 2014, the flattening of the
yield curve and our favorable outlook for 30 year MBS, we gradually reduced our 15 year MBS position
and increased our position in 30 year MBS throughout the year.
FIGURE 4
AGNC Portfolio Composition
12/31/13: $68.2 B Portfolio
12/31/14: $71.5 B Portfolio
≤ 15 Year Fixed
$34.5 B, 51%
30 Year Fixed
$29.3 B, 43%
20 Year Fixed
$1.4 B, 2%
Hybrid ARM
$1.2 B, 2%
CMO
$1.8 B, 2%
≤ 15 Year Fixed
$26.4 B, 37%
30 Year Fixed
$41.6 B, 58%
20 Year Fixed
$1.3 B, 2%
Hybrid ARM
$0.7 B, 1%
CMO
$1.6 B, 2%
Portfolio composition includes Agency MBS and net TBA position. TBA dollar rolls represent forward purchases or sales of Agency
MBS in the “to-be-announced” market.
In addition to increasing our portfolio allocation to 30 year MBS, our performance also benefited from
favorable financing terms available in the TBA dollar roll market. TBA dollar rolls represent forward
purchases or sales of Agency MBS in the “to-be-announced” market. TBA dollar rolls are an off bal-
ance sheet means of financing the purchase of a mortgage-backed security. Due to a combination
of factors including the Fed’s sizable holdings of Agency MBS and the relatively benign prepayment
environment for MBS, the implied financing rate on TBA dollar rolls was very attractive throughout
most of 2014.
Given the attractiveness of TBA investments, we allocated a significant portion of our portfolio to TBA
securities. As of December 31, 2014, our TBA dollar roll position was $14.8 billion, or approximately
21% of our investment portfolio, compared to $2.3 billion, or approximately 3% of our investment
portfolio as of December 31, 2013. During 2014, the financing rates available in the dollar roll market
averaged approximately 75 basis points less (i.e., more favorable) than the financing available in the
repo market. As such, our decision to allocate a greater share of our assets to TBA dollar rolls produced
higher returns than if we had funded a similar amount of Agency MBS on our balance sheet through
repurchase agreements and equity.
4
American Capital Agency
Towards the end of the fourth quarter, we reduced our TBA position and increased our allocation
to 15 year Agency MBS. These changes were consistent with the recent outperformance of 30 year
Agency MBS, the underperformance of 15 year Agency MBS, the growing risk of faster prepayment
speeds (due to mortgage refinance activity that generally accelerates when rates fall) and increasing
interest rate volatility. At the end of the third quarter, our holdings of 30 year Agency MBS peaked
at 65%, a significant increase from 43% as of December 31, 2013. As of December 31, 2014, 30 year
Agency MBS decreased to 58% of our portfolio.
Despite the significant decline in interest rates toward the end of 2014, we believe our investment
portfolio is well positioned for the current environment, with limited exposure to the areas of the
mortgage market most exposed to increases in prepayment rates. As of December 31, 2014, our
off balance sheet TBA position was comprised primarily of lower coupon 15 and 30 year TBAs, off-
set somewhat by a net short position in higher coupon 15 and 30 year TBAs. Additionally, as of
December 31, 2014, approximately two-thirds of our aggregate on balance sheet holdings were
backed by loans with low loan balances or loans that were refinanced through the government’s
Home Affordable Refinance Program (“HARP”), which provided certain homeowners with a one-time
option to refinance their mortgage.
Risk Management
As an investor in Agency MBS, the primary risks we face are mortgage spread risk and interest rate risk.
Mortgage spread risk is the risk that the net book value of our portfolio falls in response to a change in
the yield differential, or the spread, between our mortgage assets and our hedge instruments. As an
investor in Agency MBS, mortgage spread risk is an inherent risk of our business model. We can affect
the magnitude of this exposure through asset selection strategies and through the amount of debt we
use to fund our assets. Irrespective of these actions, wider mortgage spreads will translate to a decline
in book value per share in the absence of other offsetting factors.
Interest rate risk is the risk that the net book value of our portfolio falls in response to a change in inter-
est rates in either direction. Due to the inherent prepayment option available to all mortgage borrow-
ers, we have the additional challenge that, when interest rates decrease, the estimated remaining life
of the Agency MBS that we hold contracts due to homeowners choosing to refinance their mortgages
at lower rates (“prepayment risk”). When interest rates increase, the estimated remaining life of the
Agency MBS that we hold increases due to homeowners electing to not repay their mortgages early
(“extension risk”). This changing duration profile is collectively referred to as “negative convexity.” We
seek to limit our exposure to changes in interest rates through the combination of asset selection and
hedging strategies. Certain Agency MBS and hedges tend to be impacted less than other Agency
MBS and hedges when interest rates change, so we are very thoughtful about our asset selection and
hedging strategies.
2014 Annual Report
5
A hallmark of our interest rate risk management framework is the continuous assessment and man-
agement of our exposure to interest rate fluctuations in both directions. When we believe extension
risk is high, particularly in low interest rate environments, we tend to operate with a smaller or nega-
tive duration gap. Conversely, when we believe prepayment risk is the more significant risk, we tend to
operate with a larger duration gap. Duration gap is the difference between the estimated remaining
life of our assets and the estimated remaining life of our liabilities and hedges.
Our view of the correlation between Agency MBS spreads and interest rates is another important
factor in our duration gap analysis and management. In 2013, Agency MBS spreads were positively
correlated with interest rates (i.e., Agency MBS spreads generally widened as interest rates rose and
tightened as interest rates fell). Conversely, in the second half of 2014, spreads were generally inversely
correlated with interest rates (i.e., Agency MBS spreads often tightened as interest rates increased and
widened as interest rates fell). Generally, when we believe Agency MBS spreads will be inversely cor-
related with interest rates, we tend to operate with a larger positive duration gap. When we believe
Agency MBS spreads are positively correlated with interest rates, we tend to operate with a smaller or
negative duration gap.
As shown in Figure 5 below, we operated with a positive duration gap throughout 2014, meaning the
estimated average remaining life of our assets was greater than the estimated average remaining life
of our liabilities and hedges. As such, our net book value should have benefited from a decrease in
interest rates and should have been negatively impacted from an increase in interest rate rates. Our
decision to operate with a slightly larger duration gap early in 2014 was consistent with our moderate
leverage profile and our assessment that the spread differential between Agency MBS and our hedges
would likely widen when interest rates fell and tighten when interest rates rose. The following chart
displays AGNC’s spot duration gap, as well as our estimated duration gap in an up and down 100 basis
point interest rate scenario. Our estimated duration gap after an up and down interest rate shock
provides insight into our extension risk and contraction risk profile. The stability of our duration gap
profile over time illustrates that, despite a somewhat larger duration gap during the first half of 2014,
our aggregate interest rate exposure in 2014 was consistent with historical levels.
6
American Capital Agency
FIGURE 5
AGNC Net Duration Gap vs. Net Duration Gap Sensitivity (Rates +/-100 bps)
)
s
r
a
e
Y
n
i
(
p
a
G
n
o
i
t
a
r
u
D
3.0
2.0
1.0
0.0
-1.0
-2.0
-3.0
Shaded Area Represents Risk Created by Negative Convexity
Q1 2013
Q2 2013
Q3 2013
Q4 2013
Q1 2014
Q2 2014
Q3 2014
Q4 2014
Net Duration Gap (Rates +100 bps)
Net Duration Gap
Net Duration Gap (Rates -100 bps)
Durations are expressed in years. The +/-100 bps sensitivity analysis assumes an instantaneous parallel shift in interest rates and
no further rebalancing actions.
Leverage
Our December 31, 2014 “at risk” leverage, as measured by our combined debt and TBA position divided
by our equity, was 6.9x, down from 7.5x as of December 31, 2013. We chose to operate with slightly
lower leverage in 2014 due to the strong performance of MBS spreads during the year, the decline in
interest rates, the flattening of the curve, and the increase in interest rate and curve volatility.
FIGURE 6
AGNC “At Risk” Leverage
7.5x
7.6x
6.9x
6.7x
6.9x
8.0x
6.0x
4.0x
2.0x
0.0x
12/31/13
3/31/14
6/30/14
9/30/14
12/31/14
“At risk” leverage includes the components of leverage plus our net TBA dollar roll position (at cost).
2014 Annual Report
7
Dividends
Our dividend remained consistent in 2014 at $0.65 per quarter through September 30, 2014 and $0.22
per month during the fourth quarter, or $2.61 annually. Our dividend yield, as measured by our annual
dividend divided by our year end stock price, remained relatively stable at approximately 12% during
the year. The following chart shows our dividend yield for each full year since inception.
FIGURE 7
AGNC Dividend Yield, 2009–2014
19.4%
19.5%
19.9%
19.4%
17.3%
12.0%
25.0%
20.0%
15.0%
10.0%
5.0%
0.0%
2009
2010
2011
2012
2013
2014
Monthly Net Book Value (“NAV”) Disclosure and Dividend Payment
On September 30, 2014, we announced that we would disclose month-end NAV for intra-quarter
months beginning October 31, 2014, and pay dividends monthly, as opposed to quarterly. These
actions are consistent with our goals of providing best-in-class disclosure and enhancing share-
holder value.
Looking Ahead
Entering 2015, we believe that our portfolio is well positioned for a wide range of interest rate sce-
narios. Today, there is considerable uncertainty as to when the Fed will begin to normalize short term
interest rates. The timing of these short term interest rate adjustments is made less clear by the grow-
ing divergence between the favorable U.S. economic outlook and the deteriorating global economic
picture. In addition, while the employment picture in the U.S. has improved substantially, inflation
data and expectations remain well below the Fed’s mandate, and global deflationary pressure appears
to be gaining strength in part due to declining oil prices.
8
American Capital Agency
If interest rates continue to decline, we would expect prepayment speeds to accelerate substantially
and mortgage spreads to come under pressure, possibly adversely impacting our book value in the
near term. In this decreasing interest rate scenario, our portfolio should perform reasonably well,
and potential book value declines should be mitigated by our sizable portfolio allocation to assets
with favorable prepayment characteristics and the relatively low coupon profile of our portfolio.
Conversely, if interest rates increase, we would expect MBS spreads to perform well in response to
favorable supply and demand forces and rapidly improving prepayment dynamics.
As we prepare to navigate these two potentially different interest rate and prepayment environments,
we believe that our active and disciplined approach to portfolio management will again be the critical
driver of our overall performance in 2015. In addition, our current low leverage level and conservative
interest rate risk profile provide capacity and flexibility to grow our portfolio quickly and improve our
future earnings profile if MBS weaken and expected returns on equity improve.
Sincerely,
Malon Wilkus
Chair and Chief Executive Officer
Gary Kain
President and Chief Investment Officer
John R. Erickson
Director, Chief Financial Officer
and Executive Vice President
Samuel A. Flax
Director, Executive Vice President
and Secretary
Peter J. Federico
Senior Vice President
and Chief Risk Officer
March 11, 2015
Christopher Kuehl
Senior Vice President,
Agency Portfolio Investments
2014 Annual Report
9
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the year ended December 31, 2014
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 001-34057
AMERICAN CAPITAL AGENCY CORP.
(Exact name of registrant as specified in its charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
26-1701984
(I.R.S. Employer
Identification No.)
2 Bethesda Metro Center, 14th Floor
Bethesda, Maryland 20814
(Address of principal executive offices)
(301) 968-9300
(Registrant's telephone number, including area code)
Securities registered pursuant to section 12(b) of the Act:
Title of each class
Common Stock, $0.01 par value per share
8.000% Series A Cumulative Redeemable Preferred Stock
7.750% Series B Cumulative Redeemable Preferred Stock
Name of each exchange
on which registered
The NASDAQ Global Select Market
The NASDAQ Global Select Market
The NASDAQ Global Select Market
Securities registered pursuant to section 12(g) of the Act: NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes
Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes
No
No
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit
and post such files). Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-
K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the
definition of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting company)
Accelerated filer
Smaller Reporting Company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of June 30, 2014, the aggregate market value of the Registrant's common stock held by non-affiliates of the Registrant was approximately $7.3 billion based
upon the closing price of the Registrant's common stock of $23.41 per share as reported on The NASDAQ Global Select Market on that date. (For this computation,
the Registrant has excluded the market value of all shares of its common stock reported as beneficially owned by executive officers and directors of the Registrant
and certain other stockholders; such an exclusion shall not be deemed to constitute an admission that any such person is an "affiliate" of the Registrant.)
No
The number of shares of the issuer's common stock, $0.01 par value, outstanding as of January 31, 2015 was 352,788,707.
DOCUMENTS INCORPORATED BY REFERENCE. The Registrant's definitive proxy statement for the 2015 Annual Meeting of Stockholders is incorporated
by reference into certain sections of Part III herein.
Certain exhibits previously filed with the Securities and Exchange Commission are incorporated by reference into Part IV of this report.
[THIS PAGE INTENTIONALLY LEFT BLANK]
AMERICAN CAPITAL AGENCY CORP.
TABLE OF CONTENTS
PART I.
Item 1.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1A.
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1B.
Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 2.
Item 3.
Item 4.
PART II.
Item 5.
Item 6.
Item 7.
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management's Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . .
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 8.
Item 9.
Financial Statements and Supplementary Data. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . . . . . . . .
Item 9A.
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9B.
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART III.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV.
Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. . . . . . .
Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . . .
Principal Accounting Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 15.
Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
15
33
33
33
33
34
37
39
69
74
107
107
108
108
108
108
108
108
108
111
1
Item 1. Business
PART I.
American Capital Agency Corp. ("AGNC," the "Company," "we," "us" and "our") was organized on January 7, 2008 and
commenced operations on May 20, 2008 following the completion of our initial public offering. Our common stock is traded on
The NASDAQ Global Select Market under the symbol "AGNC." We are externally managed by American Capital AGNC
Management, LLC (our "Manager"), an affiliate of American Capital, Ltd. ("American Capital").
We operate so as to qualify to be taxed as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986,
as amended (the "Internal Revenue Code"). As such, we are required to distribute annually 90% of our taxable net income. As
long as we qualify as a REIT, we will generally not be subject to U.S. federal or state corporate taxes on our taxable net income
to the extent that we distribute all of our annual taxable net income to our stockholders. It is our intention to distribute 100% of
our taxable net income, after application of available tax attributes, within the limits prescribed by the Internal Revenue Code,
which may extend into the subsequent taxable year.
We earn income primarily from investing on a leveraged basis in agency mortgage-backed securities ("agency MBS"). These
investments consist of residential mortgage pass-through securities and collateralized mortgage obligations ("CMOs") for which
the principal and interest payments are guaranteed by a government-sponsored enterprise, such as the Federal National Mortgage
Association ("Fannie Mae") and the Federal Home Loan Mortgage Corporation ("Freddie Mac"), or by a U.S. Government agency,
such as the Government National Mortgage Association ("Ginnie Mae") (collectively referred to as "GSEs"). We may also invest
in agency debenture securities issued by Freddie Mac, Fannie Mae or the Federal Home Loan Bank and in other assets reasonably
related to agency securities.
Our principal objective is to preserve our net book value (also referred to as "net asset value," "NAV" and "stockholders'
equity") while generating attractive risk-adjusted returns for distribution to our stockholders through regular monthly dividends
from the combination of our net interest income and net realized gains and losses on our investments and hedging activities. We
fund our investments primarily through borrowings structured as repurchase agreements.
Our Investment Strategy
Our investment strategy is designed to:
• manage an investment portfolio consisting primarily of agency securities and assets reasonably related to agency
securities that seeks to generate attractive risk-adjusted returns;
•
capitalize on discrepancies in the relative valuations in the agency securities market;
• manage financing, interest rate, prepayment and extension risks;
•
•
•
•
preserve our net book value;
provide regular monthly distributions to our common stockholders;
continue to qualify as a REIT; and
remain exempt from the requirements of the Investment Company Act of 1940, as amended (the "Investment Company
Act").
Our Targeted Investments
Agency Mortgage-Backed Securities
The agency MBS in which we invest consist of agency residential pass-through certificates and collateralized mortgage
obligations:
• Agency Residential Pass-Through Certificates. Agency residential pass-through certificates are securities representing
interests in "pools" of mortgage loans secured by residential real property where monthly payments of both principal
and interest are guaranteed by a GSE to holders of the securities, in effect "passing through" the monthly payments
made by the individual borrowers on the mortgage loans that underlie the securities, net of fees paid to the issuer/
guarantor and servicers of the securities, to the holders of the securities. In general, mortgage pass-through certificates
distribute cash flows from the underlying collateral on a pro rata basis among the holders of the securities. Holders of
the securities also receive guarantor advances of principal and interest for delinquent loans in the mortgage pools.
• Agency Collateralized Mortgage Obligations. Agency CMOs are securities that are structured instruments representing
interests in agency residential pass-through certificates. Agency CMOs consist of multiple classes of securities, with
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each class having specified characteristics, including stated maturity dates, weighted average lives and rules governing
principal and interest distribution. Monthly payments of principal and interest, including prepayments, are typically
returned to different classes based on rules described in the trust documents. Principal and interest payments may also
be divided between holders of different securities in the agency CMO and some securities may only receive interest
payments while others may only receive principal payments.
The agency MBS that we acquire provide funds for mortgage loans made to residential homeowners. These securities
generally represent interests in pools of mortgage loans made by mortgage bankers, commercial banks, savings and loan institutions,
and other mortgage lenders. These pools of mortgage loans are assembled for sale to investors, such as us, by various government-
related or private organizations.
Agency MBS differ from other forms of traditional debt securities, which normally provide for periodic payments of interest
in fixed amounts with principal payments at maturity or on specified call dates. Instead, agency MBS provide for a monthly
payment, which may consist of both principal and interest. In addition, principal may be prepaid, without penalty, at par at any
time due to prepayments on the underlying mortgage loans. These differences can result in significantly greater price and yield
volatility than is the case with traditional fixed-income securities.
Various factors affect the rate at which mortgage prepayments occur, including changes in the level of and directional trends
in housing prices, interest rates, general economic conditions, loan age and size, loan-to-value ratio, the location of the property
and social and demographic conditions. Additionally, changes to GSE guarantee fees, underwriting practices or other governmental
programs could also significantly impact prepayment rates or expectations. Also, the pace at which the loans underlying our
securities become seriously delinquent or are modified and the timing of GSE repurchases of such loans from our securities can
materially impact the rate of prepayments. Generally, prepayments on agency MBS increase during periods of falling mortgage
interest rates and decrease during periods of rising mortgage interest rates. However, this may not always be the case. We may
reinvest principal repayments at a yield that is lower or higher than the yield on the repaid investment, thus affecting our net interest
income by altering the average yield on our assets.
When interest rates are declining, the value of agency MBS with prepayment options may not increase as much as other
fixed income securities or could even decrease. The rate of prepayments on underlying mortgages affect the price and volatility
of agency MBS and may have the effect of shortening or extending the duration of the security beyond what was anticipated at
the time of purchase. When interest rates rise, our holdings of agency MBS may experience reduced returns if the owners of the
underlying mortgages pay off their mortgages slower than anticipated. This could cause the prices of our mortgage assets to fall
more than we anticipated and for our hedge portfolio to underperform relative to the decline in the value of our mortgage assets,
thus reducing our net book value. This is generally referred to as "extension risk".
Agency MBS are collateralized by pools of either fixed-rate mortgage loans, adjustable-rate mortgage loans ("ARMs") or
hybrid ARMs. Hybrid ARMs are mortgage loans that have interest rates that are fixed for an initial period (typically three, five,
seven or 10 years) and, thereafter, reset at regular intervals subject to interest rate caps. Our allocation of investments among
securities collateralized by fixed-rate mortgage loans, ARMs or hybrid ARMs depends on our assessment of the relative value of
the securities, which is based on numerous factors including, but not limited to, expected future prepayment trends, supply and
demand, costs of financing, costs of hedging, expected future interest rate volatility and the overall shape of the U.S. Treasury
and interest rate swap yield curves.
Fannie Mae and Freddie Mac:
We primarily invest in Fannie Mae and Freddie Mac agency MBS. Fannie Mae and Freddie Mac are stockholder-owned
corporations chartered by Congress with a public mission to provide liquidity, stability, and affordability to the U.S. housing
market. Fannie Mae and Freddie Mac are currently regulated by the Federal Housing Finance Agency ("FHFA"), the
U.S. Department of Housing and Urban Development ("HUD"), the U.S. Securities and Exchange Commission, and the
U.S. Department of the Treasury ("U.S. Treasury"), and are currently operating under the conservatorship of FHFA. The U.S.
Treasury has agreed to support the continuing operations of Fannie Mae and Freddie Mac with any necessary capital contributions
while in conservatorship. However, the U.S. government does not guarantee the securities, or other obligations, of Fannie Mae
or Freddie Mac.
Fannie Mae and Freddie Mac operate in the secondary mortgage market. They purchase residential mortgage loans and
mortgage-related securities from primary mortgage market institutions, such as commercial banks, savings and loan associations,
mortgage banking companies, seller/servicers, securities dealers and other investors. Through the mortgage securitization process,
they package mortgage loans into guaranteed MBS for sale to investors, such as us, in the form of pass-through certificates and
guarantee the payment of principal and interest on the securities or, on the underlying loans held within the securitization trust, in
exchange for guarantee fees. The underlying loans must meet certain underwriting standards established by Fannie Mae and
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Freddie Mac (referred to as "conforming loans") and may be fixed or adjustable rate loans with original terms to maturity generally
up to 40 years.
Ginnie Mae:
Ginnie Mae is a wholly-owned corporate instrumentality of the United States within HUD. Ginnie Mae guarantees the timely
payment of the principal and interest on certificates that represent an interest in a pool of mortgages insured by the Federal Housing
Administration ("FHA"), or partially guaranteed by the Department of Veterans Affairs and other loans eligible for inclusion in
mortgage pools underlying Ginnie Mae certificates. Section 306(g) of the Housing Act provides that the full faith and credit of
the United States is pledged to the payment of all amounts which may be required to be paid under any guaranty by Ginnie Mae.
Ginnie Mae certificates are primarily backed by single-family mortgage loans.
Investment Methods
We purchase agency securities either in initial offerings or on the secondary market through broker-dealers or similar entities.
We may also utilize to-be-announced forward contracts ("TBA securities") in order to invest in agency MBS or to hedge our
investments. A TBA security is a forward contract for the purchase or the sale of agency securities at a predetermined price, face
amount, issuer, coupon and stated maturity on an agreed-upon future date, but the particular agency securities to be delivered are
not identified until shortly before the TBA settlement date. We may also choose, prior to settlement, to move the settlement of
these securities out to a later date by entering into an offsetting position (referred to as a "pair off"), net settling the paired off
positions for cash, and simultaneously entering into a similar TBA contract for a later settlement date, which is commonly
collectively referred to as a "dollar roll" transaction.
Our Active Portfolio Management Strategy
Our Manager employs on our behalf an active management strategy to achieve our principal objectives of generating attractive
risk-adjusted returns and preservation of our net book value. Our active management strategy involves buying and selling securities
in all sectors of the agency securities market, including fixed-rate agency securities, adjustable-rate agency securities, options on
agency securities, agency CMOs and other assets reasonably related to agency securities based on our Manager's continual
assessment of the relative risk-return profile of these securities and ability to hedge a portion of our exposure to market risks.
Therefore, the composition of our portfolio and hedging strategies will vary as our Manager believes changes to market conditions,
risks and valuations warrant. Consequently, we may experience investment gains or losses when we sell securities that our Manager
no longer believes will provide attractive risk-adjusted returns or when our Manager believes more attractive alternatives are
available elsewhere in the agency securities market. We may also experience gains or losses as a result of our hedging strategies.
Our leverage may also fluctuate as we pursue our active management strategy, but we generally would expect our leverage to be
six to eleven times our stockholders' equity.
Investment Committee and Investment Guidelines
The investment committee established by our Manager consists of Messrs. Malon Wilkus, John R. Erickson, Samuel A. Flax
and Thomas A. McHale, each of whom is an officer of our Manager. The role of the investment committee is to monitor the
performance of our Manager with respect to our investment guidelines and investment strategy, to monitor our investment portfolio
and to monitor our compliance requirements related to our intention to qualify as a REIT and to remain exempt from registration
as an investment company under the Investment Company Act. The investment committee meets as frequently as it believes is
required to maintain prudent oversight of our investment activities. Our Board of Directors receives an investment report and
reviews our investment portfolio and related compliance with the investment guidelines on at least a quarterly basis. Our Board
of Directors does not review or approve individual investments, but receives notification in the event that we operate outside of
our operating policies or investment guidelines.
Our Board of Directors has approved the following investment guidelines:
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all of our investments (other than for hedging purposes and investments in approved broker-dealers) shall be in agency
securities or in assets reasonably related to agency securities;
no investment shall be made that would cause us to fail to qualify as a REIT for federal income tax purposes;
no investment shall be made that would cause us to be regulated as an investment company under the Investment
Company Act; and
prior to entering into any proposed investment transaction with American Capital or any of its affiliates, a majority of
our independent directors must approve the terms of the transaction.
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The investment committee may change these investment guidelines at any time, including a change that would permit us to
invest in other mortgage related investments, with the approval of our Board of Directors, (which must include a majority of our
independent directors), but without any approval from our stockholders.
Our Financing Strategy
As part of our investment strategy, we leverage our investment portfolio to increase potential returns to our stockholders.
Our primary source of financing is through short-term repurchase agreements. A repurchase transaction acts as a financing
arrangement under which we effectively pledge our investment securities as collateral to secure a short-term loan. Our borrowings
pursuant to these repurchase transactions generally have maturities that range from 30 days to one year, but may have maturities
of fewer than 30 days or up to five or more years. Under our repurchase agreements we typically pay a floating rate based on the
one, three or six month London Interbank Offered Rate, or LIBOR, plus or minus a fixed spread.
Our leverage may vary periodically depending on market conditions, our Manager's assessment of risk and returns and our
ability to continue to borrow funds sufficient to fund acquisitions of agency securities. We generally would expect our leverage
to be within six to eleven times the amount of our stockholders' equity. However, under certain market conditions, we may operate
at leverage levels outside of this range for extended periods of time.
We have master repurchase agreements with 34 financial institutions as of December 31, 2014. The terms of the repurchase
transaction borrowings under our master repurchase agreements generally conform to the terms in the standard master repurchase
agreement as published by the Securities Industry and Financial Markets Association ("SIFMA") as to repayment, margin
requirements and the segregation of all securities we have initially sold under the repurchase transaction. In addition, each lender
typically requires that we include supplemental terms and conditions to the standard master repurchase agreement. Typical
supplemental terms and conditions include changes to the margin maintenance requirements, required "haircuts," purchase price
maintenance requirements, requirements that all controversies related to the repurchase agreement be litigated in a particular
jurisdiction and cross default provisions. These provisions differ for each of our lenders and certain of these terms are not determined
until we engage in a specific repurchase transaction.
We may also seek to obtain other sources of financing depending on market conditions. We may finance the acquisition of
agency MBS by entering into TBA dollar roll transactions in which we would sell a TBA contract for current month settlement
and simultaneously purchase a similar TBA contract for a forward settlement date. Prior to the forward settlement date, we may
choose to roll the position out to a later date by entering into an offsetting TBA position, net settling the paired off positions for
cash, and simultaneously entering into a similar TBA contract for a later settlement date. In such transactions, the TBA contract
purchased for a forward settlement date is priced at a discount to the TBA contract sold for settlement/pair off in the current month.
This difference (or discount) is referred to as the "price drop." The price drop is the economic equivalent of net interest carry
income on the underlying agency MBS over the roll period (interest income less implied financing cost) and is commonly referred
to as "dollar roll income." Consequently, dollar roll transactions represent a form of off-balance sheet financing. In evaluating
our overall leverage at risk, we consider both our on-balance and off-balance sheet financing.
Our Risk Management Strategy
We use a variety of strategies to hedge a portion of our exposure to market risks, including interest rate, prepayment and
extension risks, to the extent that our Manager believes is prudent, taking into account our investment strategy, the cost of the
hedging transactions and our intention to qualify as a REIT. As a result, we may not hedge certain interest rate, prepayment or
extension risks if our Manager believes that bearing such risks enhances our return relative to our risk/return profile, or the hedging
transaction would negatively impact our REIT status.
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Interest Rate Risk. We hedge some of our exposure to potential interest rate mismatches between the interest we earn
on our longer term investments and the interest we pay on our shorter term borrowings. Because a majority of our funding
is in the form of repurchase agreements, our financing costs fluctuate based on short-term interest rate indices, such as
three month LIBOR. Because our investments are assets that primarily have fixed rates of interest and could mature in
up to 40 years, the interest we earn on those assets generally does not move in tandem with the interest that we pay on
our repurchase agreements; therefore, we may experience reduced income or losses due to adverse rate movements. In
order to attempt to mitigate a portion of such risk, we utilize certain hedging techniques to attempt to lock in a portion
of the net interest spread between the interest we earn on our assets and the interest we pay on our financing costs.
Additionally, because prepayments on residential mortgages generally accelerate when interest rates decrease and slow
when interest rates increase, mortgage securities typically have "negative convexity." In other words, certain mortgage
securities in which we invest may increase in price more slowly than similar duration bonds, or even fall in value, as
interest rates decline. Conversely, certain mortgage securities in which we invest may decrease in value more quickly
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than similar duration bonds as interest rates increase. In order to manage this risk, we monitor, among other things, the
"duration gap" between our mortgage assets and our hedge portfolio as well as our convexity exposure. Duration is the
estimated percentage change in market value of our mortgage assets or our hedge portfolio that would be caused by a
parallel change in short and long-term interest rates. Convexity exposure relates to the way the duration of our mortgage
assets or our hedge portfolio changes when the interest rate or prepayment environment changes.
The value of our mortgage assets may also be adversely impacted by fluctuations in the shape of the yield curve or by
changes in the market's expectation about the volatility of future interest rates. We analyze our exposure to non-parallel
changes in interest rates and to changes in the market's expectation of future interest rate volatility and take actions to
attempt to mitigate these risks.
• Prepayment Risk. Because residential borrowers have the option to prepay their mortgage loans at par at any time, we
face the risk that we will experience a return of principal on our investments faster than anticipated. Prepayment risk
generally increases when interest rates decline. In this scenario, our financial results may be adversely affected as we
may have to invest that principal at potentially lower yields.
• Extension Risk. Because residential borrowers have the option to make only scheduled payments on their mortgage
loans, rather than prepay their mortgage loans, we face the risk that a return of capital on our investment will occur slower
than anticipated. Extension risk generally increases when interest rates rise. In this scenario, our financial results may
be adversely affected as we may have to finance our investments at potentially higher costs without the ability to reinvest
principal into higher yielding securities.
The principal instruments that we use to hedge a portion of our exposure to interest rate, prepayment and extension risks
are interest rate swaps and options to enter into interest rate swaps ("interest rate swaptions"). We also purchase or sell TBA
contracts and utilize U.S. Treasury securities and U.S. Treasury futures contracts, primarily through short sales. We may also
purchase or write put or call options on TBA securities and we may invest in other types of mortgage derivatives, such as interest
and principal-only securities.
Our hedging instruments are generally not designed to protect our net book value from "spread risk" (also referred to as
"basis risk"), which is the risk of an increase of the market spread between the yield on our agency securities and the benchmark
yield on U.S. Treasury securities or interest rate swaps. The inherent spread risk associated with our agency securities and the
resulting fluctuations in fair value of these securities can occur independent of interest rates and may relate to other factors impacting
the mortgage and fixed income markets, such as actual or anticipated monetary policy actions by the Federal Reserve ("Fed"),
liquidity, or changes in required rates of return on different assets. Consequently, while we use interest rate swaps and other
supplemental hedges to attempt to protect our net book value against moves in interest rates, such instruments typically will not
protect our net book value against spread risk and, therefore, the value of our agency securities and our net book value could
decline.
The risk management actions we take may lower our earnings and dividends. In addition, some of our hedges are intended
to provide protection against larger rate moves and as a result may be relatively ineffective for smaller changes in interest rates.
There can be no certainty that our Manager's projections of our exposures to interest rates, prepayments, extension or other risks
will be accurate or that our hedging activities will be effective and, therefore, actual results could differ materially.
Income from hedging transactions that we enter into to manage risk may not constitute qualifying gross income under one
or both of the gross income tests applicable to REITs (see "Real Estate Investment Trust Requirements"). Therefore, we may have
to limit our use of certain advantageous hedging techniques, which could expose us to greater risks than we would otherwise want
to bear, or implement those hedges through a taxable REIT subsidiary ("TRS"). Implementing our hedges through a TRS could
increase the cost of our hedging activities because a TRS is subject to tax on income and gains.
Other Investment Strategies
We may enter into other short or long term investment strategies as the opportunities arise.
Our Manager
We are externally managed and advised by our Manager pursuant to the terms of a management agreement. Our Manager
is an indirect subsidiary of American Capital Asset Management, LLC, which is a portfolio company of American Capital, Ltd.,
a publicly-traded private equity firm and global asset manager (NASDAQ: ACAS). American Capital both directly and through
its asset management business, originates, underwrites and manages investments in middle market private equity, leveraged finance,
real estate, energy & infrastructure and structured products. American Capital, founded in 1986, manages $22 billion of assets,
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including assets on its balance sheet and fee earning assets under management by affiliated managers, with $86 billion of total
gross assets under management (including levered assets) as of December 31, 2014. American Capital has eight offices in the
United States and Europe.
The sister company of our Manager is the external manager of American Capital Mortgage Investment Corp. (NASDAQ:
MTGE) ("MTGE"), a publicly-traded REIT that invests in agency mortgage investments, non-agency mortgage investments and
other mortgage related investments. In connection with our initial public offering, American Capital committed not to sponsor
another investment vehicle that invests predominantly in agency securities that represent undivided beneficial interests in a group
or pool of one or more mortgages, or whole-pool agency securities, for so long as we are managed by an affiliate of American
Capital. Thus, MTGE's investment portfolio is expected to consist of assets that are not predominantly whole-pool agency securities
for so long as we are managed by an affiliate of American Capital.
Our Manager is responsible for administering our business activities and day-to-day operations, subject to the supervision
and oversight of our Board of Directors. All of our officers and the members of our mortgage investment team and other support
personnel are employees of either the parent company of our Manager or American Capital. Because neither we nor our Manager
have any employees, our Manager has entered into an administrative services agreement with American Capital and the
parent company of our Manager, pursuant to which our Manager has access to their employees, infrastructure, business
relationships, management expertise, information technologies, capital raising capabilities, legal and compliance functions, and
accounting, treasury and investor relations capabilities, to enable our Manager to fulfill all of its responsibilities under the
management agreement. We are not a party to the administrative services agreement.
Malon Wilkus is our Chair and Chief Executive Officer and the Chief Executive Officer of our Manager and its parent
company, American Capital Mortgage Management, LLC. Mr. Wilkus is also the Chair and Chief Executive Officer of MTGE
and the Chief Executive Officer of its manager, American Capital MTGE Management, LLC. In addition, Mr. Wilkus is the Chair
and Chief Executive Officer of American Capital Senior Floating, Ltd. (NASDAQ: ACSF), a publicly traded non-diversified
closed-end investment management company. Mr. Wilkus is the founder of American Capital, and has served as its Chief Executive
Officer and Chairman of the Board of Directors since 1986, except for the period from 1997 to 1998 during which he served as
Chief Executive Officer and Vice Chairman of the Board of Directors. He also served as President of American Capital from 2001
to 2008 and from 1986 to 1999. Mr. Wilkus has also been the Chairman of European Capital Limited, a European private equity
and mezzanine fund, since its formation in 2005. Additionally, Mr. Wilkus is the Chief Executive Officer and President of American
Capital Asset Management, LLC, which is the asset fund management portfolio company of American Capital. He has also served
on the board of directors of over a dozen middle-market companies in various industries.
Gary Kain is the President of our Manager and also serves as our President and Chief Investment Officer, with primary
oversight for all of our investments. He is also the President and Chief Investment Officer of MTGE and the President of its
manager. Mr. Kain joined American Capital in January 2009 as a Senior Vice President and Managing Director and has served
in various other roles with American Capital and its affiliates. Prior to joining American Capital, Mr. Kain served as Senior Vice
President of Investments and Capital Markets of Freddie Mac from May 2008 to January 2009. He also served as Senior Vice
President of Mortgage Investments & Structuring of Freddie Mac from February 2005 to April 2008, during which time he was
responsible for managing all of Freddie Mac's mortgage investment activities for its $700 billion retained portfolio. From 2001
to 2005, Mr. Kain served as Vice President of Mortgage Portfolio Strategy at Freddie Mac. From 1995 to 2001, he served as head
trader in Freddie Mac’s Securities Sales & Trading Group, where he was responsible for managing all trading decisions, including
REMIC structuring and underwriting, hedging all mortgage positions, income generation, and risk management. Prior to that, he
served as a senior trader, responsible for managing the adjustable-rate mortgage and REMIC sectors.
John R. Erickson is our Executive Vice President and Chief Financial Officer and a member of our Board of Directors, and
Executive Vice President and Treasurer of our Manager and American Capital Mortgage Management, LLC. Mr. Erickson is also
the Executive Vice President and Chief Financial Officer and a member of the board of directors of MTGE and the Executive Vice
President and Treasurer of its manager, American Capital MTGE Management, LLC. In addition, he is the Executive Vice President
and Chief Financial Officer of American Capital Senior Floating, Ltd. and the Executive Vice President and Treasurer of American
Capital Asset Management, LLC. Mr. Erickson has also served as President, Structured Finance of American Capital since 2008
and as its Chief Financial Officer since 1998. From 1991 to 1998, Mr. Erickson was the Chief Financial Officer of Storage USA,
Inc., a REIT formerly traded on the New York Stock Exchange (NYSE: SUS).
Samuel A. Flax is our Executive Vice President and Secretary and a member of our Board of Directors, and Executive Vice
President, Chief Compliance Officer and Secretary of our Manager and American Capital Mortgage Management, LLC. Mr. Flax
is also Executive Vice President and Secretary and a member of the board of directors of MTGE and the Executive Vice President,
Chief Compliance Officer and Secretary of its manager, American Capital MTGE Management, LLC. In addition, he is the
Executive Vice President, Chief Compliance Officer and Secretary of American Capital Senior Floating, Ltd. and American Capital
Asset Management, LLC. Mr. Flax has also served as the Executive Vice President, General Counsel, Chief Compliance Officer
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and Secretary of American Capital, Ltd. since January 2005. Mr. Flax was a partner in the corporate and securities practice group
of the Washington, D.C. law firm of Arnold & Porter LLP from 1990 to January 2005. At Arnold & Porter LLP, he represented
American Capital in raising debt and equity capital, advised the company on corporate, securities and other legal matters and
represented the company in many of its investment transactions.
Peter J. Federico is the Senior Vice President and Chief Risk Officer of our Manager and also serves as our Senior Vice
President and Chief Risk Officer. He is also the Senior Vice President and Chief Risk Officer of MTGE and its manager. He is
primarily responsible for overseeing risk management activities for us and other funds managed by affiliates of our Manager. Mr.
Federico joined the parent company of our Manager in May 2011. Prior to that, Mr. Federico served as Executive Vice President
and Treasurer of Freddie Mac from October 2010 through May 2011, where he was primarily responsible for managing the
company's investment activities for its retained portfolio and developing, implementing and managing risk mitigation strategies.
He was also responsible for managing Freddie Mac's $1.2 trillion interest rate derivative portfolio and short and long-term debt
issuance programs. Mr. Federico also served in a number of other capacities at Freddie Mac, including as Senior Vice President,
Asset & Liability Management, after he joined the company in 1988.
Christopher J. Kuehl is a Senior Vice President of our Manager and also serves as our Senior Vice President, Agency Portfolio
Investments. He is also the Senior Vice President, Agency Portfolio Investments of MTGE and Senior Vice President of its
manager. He is primarily responsible for directing purchases and sales of agency securities for us and other funds managed by
affiliates of our Manager. Mr. Kuehl joined the parent Company of our Manager in August 2010. Prior to that, Mr. Kuehl served
as Vice President of Mortgage Investments & Structuring of Freddie Mac, where he was primarily responsible for directing Freddie
Mac's purchases, sales and structuring activities for all MBS products, including fixed-rate mortgages, ARMs and CMOs. Prior
to joining Freddie Mac in 2000, Mr. Kuehl was a Portfolio Manager with TeleBanc/Etrade Bank.
The Management Agreement
We have entered into a management agreement with our Manager with a current renewal term through May 20, 2015, and
automatic one-year extension options thereafter. The management agreement may only be terminated by either us or our Manager
without cause, as defined in the management agreement, after the completion of the current renewal term, or the expiration of any
automatic subsequent renewal term, provided that either party provides 180-days prior written notice of non-renewal of the
management agreement. If we were not to renew the management agreement without cause, we must pay a termination fee on
the last day of the applicable term, equal to three times the average annual management fee earned by our Manager during the
prior 24-month period immediately preceding the most recently completed month prior to the effective date of termination. We
may only not renew the management agreement with or without cause with the consent of a majority of our independent directors.
Our Manager is responsible for, among other things, performing all of our day-to-day functions, determining investment criteria
in conjunction with our Board of Directors, sourcing, analyzing and executing investments, asset sales and financings and
performing asset management duties.
We pay our Manager a management fee payable monthly in arrears in an amount equal to one-twelfth of 1.25% of our month-
end stockholders' equity, adjusted to exclude the effect of any unrealized gains or losses included in either retained earnings or
accumulated other comprehensive income ("OCI") (a separate component of stockholders' equity), each as computed in accordance
with GAAP. There is no incentive compensation payable to our Manager pursuant to the management agreement.
In addition, we reimburse our Manager for expenses directly related to our operations incurred by our Manager, but excluding
employment-related expenses of our Manager's officers and employees and any American Capital employees who provide services
to us pursuant to the management agreement.
Exemption from Regulation under the Investment Company Act
We conduct our business so as not to become regulated as an investment company under the Investment Company Act, in
reliance on the exemption provided by Section 3(c)(5)(C) of the Investment Company Act. Section 3(c)(5)(C), as interpreted by
the staff of the SEC, requires us to invest at least 55% of our assets in "mortgages and other liens on and interest in real estate" or
"qualifying real estate interests" and at least 80% of our assets in qualifying real estate interests and "real estate-related assets."
In satisfying this 55% requirement, based on pronouncements of the SEC staff, we treat agency MBS issued with respect to an
underlying pool of mortgage loans in which we hold all of the certificates issued by the pool ("whole pool" securities) as qualifying
real estate interests. We currently treat agency MBS in which we hold less than all of the certificates issued by the pool ("partial
pool" securities) as real estate-related assets. We treat CMO securities as real-estate related assets. We treat agency debenture
securities as non-qualifying real estate assets.
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Real Estate Investment Trust Requirements
We have elected to be taxed as a REIT under the Internal Revenue Code. As long as we qualify as a REIT, we generally
will not be subject to federal income taxes on our taxable income to the extent that we annually distribute all of our taxable income
to stockholders. We believe that we have been organized and operate in such a manner as to qualify for taxation as a REIT.
Qualification and taxation as a REIT depends on our ability to meet on a continuing basis various qualification requirements
imposed upon REITs by the Internal Revenue Code. Our ability to qualify as a REIT also requires that we satisfy certain asset
tests, some of which depend upon the fair market values of assets that we own directly or indirectly. Such values may not be
susceptible to precise determination. Accordingly, no assurance can be given that the actual results of our operations for any
taxable year will satisfy such requirements for qualification and taxation as a REIT.
Taxation of REITs in General
Provided that we continue to qualify as a REIT, we will generally be entitled to a deduction for dividends that we pay and,
therefore, will not be subject to federal corporate income tax on our taxable income that is currently distributed to our stockholders.
This treatment substantially eliminates the "double taxation" at the corporate and stockholder levels that generally results from
investment in a domestic corporation. In general, the income that we generate is taxed only at the stockholder level upon a
distribution of dividends to our stockholders.
As a REIT, we will nonetheless be subject to federal tax under certain circumstances including the following:
• We will be taxed at regular corporate rates on any undistributed taxable income, including undistributed net capital
gains.
• We may be subject to the "alternative minimum tax" on our items of tax preference, including any deductions of net
operating losses.
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If we have net income from prohibited transactions, which are, in general, sales or other dispositions of inventory or
property held primarily for sale to customers in the ordinary course of business, other than foreclosure property, such
income will be subject to a 100% tax.
If we should fail to satisfy the 75% gross income test or the 95% gross income test, as discussed below, but nonetheless
maintain our qualification as a REIT because we satisfy other requirements, we will be subject to a 100% tax on an
amount based on the magnitude of the failure, as adjusted to reflect the profit margin associated with our gross income.
If we should violate the asset tests (other than certain de minimis violations) or other requirements applicable to REITs,
as described below, and yet maintain our qualification as a REIT because there is reasonable cause for the failure and
other applicable requirements are met, we may be subject to a penalty tax. In that case, the amount of the penalty tax
will be at least $50,000 per failure, and, in the case of certain asset test failures, will be determined as the amount of
net income generated by the assets in question multiplied by the highest corporate tax rate (currently 35%) if that amount
exceeds $50,000 per failure.
If we should fail to distribute during each calendar year at least the sum of (a) 85% of our REIT ordinary income for
such year, (b) 95% of our REIT capital gain net income for such year, and (c) any undistributed taxable income from
prior periods, we would be subject to a nondeductible 4% excise tax on the excess of the required distribution over the
sum of (i) the amounts that we actually distributed, (ii) the amounts we retained and upon which we paid income tax
at the corporate level and (iii) any over distributions from prior periods.
• We may be required to pay monetary penalties to the Internal Revenue Service ("IRS") in certain circumstances, including
if we fail to meet record keeping requirements intended to monitor our compliance with rules relating to the composition
of a REIT's stockholders, as described below in "Requirements for Qualification-General."
• A 100% tax may be imposed on transactions between us and our TRSs (as described below), that do not reflect arm's-
length terms.
•
If we acquire appreciated assets from a corporation that is not a REIT (i.e., a corporation taxable under subchapter C
of the Internal Revenue Code) in a transaction in which the adjusted tax basis of the assets in our hands is determined
by reference to the adjusted tax basis of the assets in the hands of the subchapter C corporation, we may be subject to
tax on such appreciation at the highest corporate income tax rate then applicable if we subsequently recognize a gain
on a disposition of any such assets during the ten-year period following their acquisition from the subchapter C
corporation.
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•
The earnings of our subsidiaries, including our TRSs, are subject to federal corporate income tax to the extent that such
subsidiaries are subchapter C corporations and are not qualified REIT subsidiaries ("QRS").
Requirements for Qualification-General
The Internal Revenue Code defines a REIT as a corporation, trust or association:
(1)
that is managed by one or more trustees or directors;
(2)
the beneficial ownership of which is evidenced by transferable shares, or by transferable certificates of beneficial
interest;
(3)
that would be taxable as a domestic corporation but for its election to be subject to tax as a REIT;
(4)
that is neither a financial institution nor an insurance company subject to specific provisions of the Internal Revenue
Code;
(5)
the beneficial ownership of which is held by 100 or more persons;
(6)
in which, during the last half of each taxable year, not more than 50% in value of the outstanding stock is owned,
directly or indirectly, by five or fewer "individuals" (as defined in the Internal Revenue Code to include specified tax-
exempt entities); and
(7) which meets other tests described below, including with respect to the nature of its income and assets.
The Internal Revenue Code provides that conditions (1) through (4) must be met during the entire taxable year, and that
condition (5) must be met during at least 335 days of a taxable year of 12 months. Our amended and restated articles of incorporation
provides restrictions regarding the ownership and transfers of our stock, which are intended to assist us in satisfying the stock
ownership requirements described in conditions (5) and (6) above.
To monitor compliance with the stock ownership requirements, we generally are required to maintain records regarding the
actual ownership of our stock. To do so, we must demand written statements each year from the record holders of significant
percentages of our stock pursuant to which the record holders must disclose the actual owners of the stock (i.e., the persons required
to include our dividends in their gross income). We must maintain a list of those persons failing or refusing to comply with this
demand as part of our records. We could be subject to monetary penalties if we fail to comply with these record-keeping requirements.
If a stockholder fails or refuses to comply with the demands, the stockholder will be required by U.S. Treasury regulations to
submit a statement with their tax return disclosing their actual ownership of our stock and other information.
The Internal Revenue Code provides relief from violations of the REIT gross income requirements, as described below
under "Income Tests," in cases where a violation is due to reasonable cause and not to willful neglect and other requirements are
met, including the payment of a penalty tax that is based upon the magnitude of the violation. In addition, certain provisions of
the Internal Revenue Code extend similar relief in the case of certain violations of the REIT asset requirements (see "Asset Tests"
below) and other REIT requirements, again provided that the violation is due to reasonable cause and not willful neglect and other
conditions are met, including the payment of a penalty tax. If we fail to satisfy any of the various REIT requirements, there can
be no assurance that these relief provisions would be available to enable us to maintain our qualification as a REIT, and, if such
relief provisions are available, the amount of any resultant penalty tax could be substantial.
Effect of Taxable Subsidiaries
In general, we may jointly elect with a subsidiary corporation, whether or not wholly-owned, to treat such subsidiary
corporation as a taxable REIT subsidiary. We generally may not own more than 10% of the securities of a taxable corporation, as
measured by voting power or value, unless we and such taxable corporation elect to treat such corporation as a taxable REIT
subsidiary. The separate existence of a taxable REIT subsidiary or other taxable corporation is not ignored for federal income tax
purposes. Accordingly, such entities generally are subject to corporate income tax on their earnings, which may reduce the cash
flow that we and our subsidiaries generate in the aggregate, and may reduce our ability to make distributions to our stockholders.
For determining compliance with the "Income Tests" and "Asset Tests" applicable to REITs described below, the gross
income and assets of TRSs and other taxable subsidiaries are excluded. Instead, actual dividends paid to the REIT from such
taxable subsidiaries, if any, are included in the REIT's gross income tests and the value of the REIT's net investment in such entities
is included in the gross asset tests. Because the gross income and assets of a TRS or other taxable subsidiary corporations are
excluded in determining compliance with the REIT requirements, we may use such entities to undertake indirectly activities that
the REIT rules might otherwise preclude us from doing directly or through pass-through subsidiaries. For example, we may use
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our TRS or other taxable subsidiary corporations to conduct activities that give rise to certain categories of income or to conduct
activities that, if conducted by us directly, could be treated in our hands as non-real estate related or prohibited transactions.
We jointly elected to treat our wholly-owned subsidiary, American Capital Agency TRS, LLC, as a TRS.
The TRS rules limit the deductibility of interest paid or accrued by a TRS to its parent REIT to assure that the TRS is subject
to an appropriate level of corporate taxation. Further, the rules impose a 100% excise tax on transactions between a TRS and its
parent REIT that are not conducted on an arm's-length basis. We intend that all of our transactions with our TRSs will be conducted
on an arm's-length basis.
Qualified REIT Subsidiaries
A qualified REIT subsidiary (or "QRS") is any corporation in which we own 100% of such corporation's outstanding stock
and for which no election has been made to classify it as a taxable REIT subsidiary. As such, their assets, liabilities and income
would generally be treated as our assets, liabilities and income for purposes of each of the below REIT qualification tests.
Income Tests
In order to continue to qualify as a REIT, we must satisfy two gross income requirements on an annual basis.
1. At least 75% of our gross income for each taxable year, excluding gross income from sales of inventory or dealer property
in "prohibited transactions" and certain hedging transactions, generally must be derived from investments relating to
real property or mortgages on real property, including interest income derived from mortgage loans secured by real
property (including, generally, agency MBS and certain other types of mortgage-backed securities), "rents from real
property," dividends received from other REITs, and gains from the sale of real estate assets, as well as specified income
from temporary investments.
2. At least 95% of our gross income in each taxable year, excluding gross income from prohibited transactions and certain
hedging transactions, must be derived from some combination of income that qualifies under the 75% gross income test
described above, as well as other dividends, interest, and gains from the sale or disposition of stock or securities, which
need not have any relation to real property.
Interest income constitutes qualifying mortgage interest for purposes of the 75% gross income test described above to the
extent that the obligation upon which such interest is paid is secured by a mortgage on real property. If we receive interest income
with respect to a mortgage loan that is secured by both real property and other property, and the highest principal amount of the
loan outstanding during a taxable year exceeds the fair market value of the real property on the date that we acquired or originated
the mortgage loan, the interest income will be apportioned between the real property and the other collateral, and our income from
the arrangement will qualify for purposes of the 75% gross income test only to the extent that the interest is allocable to the real
property. Even if a loan is not secured by real property, or is under secured, the income that it generates may nonetheless qualify
for purposes of the 95% gross income test.
We treat our investments in agency MBS either as interests in a grantor trust or as interests in a real estate mortgage investment
conduit ("REMIC") for federal income tax purposes and, therefore, treat all interest income from our agency MBS as qualifying
income for the 95% gross income test. In the case of agency MBS treated as interests in grantor trusts, we treat these as owning
an undivided beneficial ownership interest in the mortgage loans held by the grantor trust. Such mortgage loans generally qualify
as real estate assets to the extent that they are secured by real property. The interest on such mortgage loans are qualifying income
for purposes of the 75% gross income test to the extent that the obligation is secured by real property, as discussed above. In the
case of agency MBS treated as interests in a REMIC, income derived from REMIC interests is generally treated as qualifying
income for purposes of the 75% gross income tests. If less than 95% of the assets of the REMIC are real estate assets, however,
then only a proportionate part of our interest in the REMIC and income derived from the interest qualifies for purposes of the 75%
gross income test. In addition, some REMIC securitizations include embedded interest rate swap or cap contracts or other derivative
instruments that potentially could produce non-qualifying income for the holder of the related REMIC securities. We expect that
substantially all of our income from agency MBS will continue to be qualifying income for purposes of the REIT gross income
tests.
We purchase and sell agency MBS through TBA contracts and recognize income or gains from the disposition of those TBAs,
through dollar roll transactions or otherwise, and may continue to do so in the future. While there is no direct authority with respect
to the qualification of income or gains from dispositions of TBAs as gains from the sale of real property (including interests in
real property and interests in mortgages on real property) or other qualifying income for purposes of the 75% gross income test,
we treat income and gains from our TBAs as qualifying income for purposes of the 75% gross income test, based on an opinion
of Skadden, Arps, Slate, Meagher & Flom LLP substantially to the effect that, for purposes of the 75% REIT gross income test,
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any gain recognized by us in connection with the settlement of our TBA contracts should be treated as gain from the sale or
disposition of the underlying agency securities. Opinions of counsel are not binding on the IRS, and no assurance can be given
that the IRS will not successfully challenge the conclusions set forth in such opinions. In addition, it must be emphasized that the
opinion of Skadden, Arps, Slate, Meagher & Flom LLP is based on various assumptions relating to our TBAs and is conditioned
upon fact-based representations and covenants made by our management regarding our TBAs. No assurance can be given that
the IRS would not assert that such income is not qualifying income. If the IRS were to successfully challenge the opinion of
Skadden, Arps, Slate, Meagher & Flom LLP, we could be subject to a penalty tax or we could fail to qualify as a REIT if a sufficient
portion of our income consists of income or gains from the disposition of TBAs.
We may directly or indirectly receive distributions from our TRSs or other corporations that are not REITs or qualified REIT
subsidiaries. These distributions generally are treated as dividend income to the extent of the earnings and profits of the distributing
corporation. Such distributions will generally constitute qualifying income for purposes of the 95% gross income test, but not for
purposes of the 75% gross income test. Any dividends that we receive from a REIT, however, will be qualifying income for
purposes of both the 95% and 75% gross income tests.
Any income or gain that we derive from instruments that hedge the risk of changes in interest rates will generally be excluded
from both the numerator and the denominator for purposes of the 75% and 95% gross income test, provided that specified
requirements are met, including the requirement that the instrument is entered into during the ordinary course of our business, the
instrument hedges risks associated with indebtedness issued by us that is incurred to acquire or carry "real estate assets" (as
described below under "Asset Tests"), and the instrument is properly identified as a hedge along with the risk that it hedges within
prescribed time periods. Income and gain from all other hedging transactions will not be qualifying income for either the 95% or
75% gross income test.
Under The Housing and Economic Recovery Tax Act of 2008, the Secretary of the Treasury has been given broad authority
to determine whether particular items of gain or income recognized after July 30, 2008 qualify or not under the 75% and 95%
gross income tests, or are to be excluded from the measure of gross income for such purposes.
Asset Tests
At the close of each calendar quarter, we must also satisfy four tests relating to the nature of our assets.
1. At least 75% of the value of our total assets must be represented by some combination of "real estate assets," cash, cash
items, U.S. Government securities, and, under some circumstances, temporary investments in stock or debt instruments
purchased with new capital. For this purpose, real estate assets include some kinds of MBS and mortgage loans, as well
as interests in real property and stock of other corporations that qualify as REITs. Assets that do not qualify for purposes
of the 75% asset test are subject to the additional asset tests described below.
2. The value of any one issuer's securities that we own may not exceed 5% of the value of our total assets.
3. We may not own more than 10% of any one issuer's outstanding securities, as measured by either voting power or value.
The 5% and 10% asset tests do not apply to securities of TRSs and qualified REIT subsidiaries and the 10% asset test
does not apply to "straight debt" having specified characteristics and to certain other securities.
4. The aggregate value of all securities of all TRSs that we hold may not exceed 25% of the value of our total assets.
We enter into sale and repurchase agreements under which we nominally sell certain of our investment securities to a
counterparty and simultaneously enter into an agreement to repurchase the sold assets in exchange for a purchase price that reflects
a financing charge. We believe that we would be treated for REIT asset and income test purposes as the owner of the collateral
that is the subject of any such agreement notwithstanding that such agreement may transfer record ownership of the assets to the
counterparty during the term of the agreement. It is possible, however, that the IRS could assert that we did not own such collateral
during the term of the sale and repurchase agreement, in which case we could fail to qualify as a REIT.
As discussed above, we purchase and sell agency MBS through TBAs and may continue to do so in the future. While there
is no direct authority with respect to the qualification of TBAs as real estate assets or U.S. Government securities for purposes of
the 75% asset test, we treat our TBAs as qualifying assets for purposes of the REIT asset tests, based on an opinion of Skadden,
Arps, Slate, Meagher & Flom LLP substantially to the effect that, for purposes of the REIT asset tests, our ownership of a TBA
should be treated as ownership of the underlying agency MBS. Opinions of counsel are not binding on the IRS, and no assurance
can be given that the IRS will not successfully challenge the conclusions set forth in such opinions. In addition, it must be
emphasized that the opinion of Skadden, Arps, Slate, Meagher & Flom LLP is based on various assumptions relating to our TBAs
and is conditioned upon fact-based representations and covenants made by our management regarding our TBAs. No assurance
can be given that the IRS would not assert that such assets are not qualifying assets. If the IRS were to successfully challenge the
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opinion of Skadden, Arps, Slate, Meagher & Flom LLP, we could be subject to a penalty tax or we could fail to qualify as a REIT
if a sufficient portion of our assets consists of TBAs.
No independent appraisals have been obtained to support our conclusions as to the value of our total assets or the value of
any particular security or securities. Moreover, values of some assets, including instruments issued in securitization transactions,
may not be susceptible to a precise determination, and values are subject to change in the future. Furthermore, the proper
classification of an instrument as debt or equity for federal income tax purposes may be uncertain in some circumstances, which
could affect the application of the REIT asset requirements. Accordingly, there can be no assurance that the IRS will not contend
that our interests in our subsidiaries or in the securities of other issuers will not cause a violation of the REIT asset tests.
If we should fail to satisfy the asset tests at the end of a calendar quarter, such a failure would not cause us to lose our REIT
qualification if we (1) satisfied the asset tests at the close of the preceding calendar quarter and (2) the discrepancy between the
value of our assets and the asset requirements was not wholly or partly caused by an acquisition of non-qualifying assets, but
instead arose from changes in the market value of our assets. If the condition described in (2) were not satisfied, we still could
avoid disqualification by eliminating any discrepancy within 30 days after the close of the calendar quarter in which it arose or
by making use of relief provisions described under "Failure to Qualify" below.
Annual Distribution Requirements
In order to qualify as a REIT, we are required to distribute dividends, other than capital gain dividends, to our stockholders
in an amount at least equal to:
(a) the sum of
(1) 90% of our "REIT taxable income," computed without regard to our net capital gains and the deduction for
dividends paid, and
(2) 90% of our net income after tax, if any, from foreclosure property minus
(b) the sum of specified items of non-cash income.
We generally must make these distributions in the taxable year to which they relate, or in the following taxable year if
declared before we timely file our tax return for the year and if paid with or before the first regular dividend payment after such
declaration.
To the extent that we distribute at least 90%, but less than 100%, of our "REIT taxable income," within the period described
above, we will be subject to tax at the applicable corporate tax rates on the retained portion. We may elect to retain, rather than
distribute, our net long-term capital gains and pay tax on such gains if required. In this case, we could elect for our stockholders
to include their proportionate shares of such undistributed long-term capital gains in income, and to receive a corresponding credit
for their share of the tax that we paid. Our stockholders would then increase their adjusted basis of their stock by the difference
between (a) the amounts of capital gain dividends that we designated and that they include in their taxable income, minus (b) the
tax that we paid on their behalf with respect to that income.
To the extent that in the future we may have available net operating losses carried forward from prior tax years, such losses
may reduce the amount of distributions that we must make in order to comply with the REIT distribution requirements. Such
losses, however, will generally not affect the character, in the hands of our stockholders, of any distributions that are actually made
as ordinary or capital gain dividends.
If we should fail to distribute during each calendar year at least the sum of (a) 85% of our REIT ordinary income for such
year, (b) 95% of our REIT capital gain net income for such year, and (c) any undistributed taxable income from prior periods, we
would be subject to a non-deductible 4% excise tax on the excess of such required distribution over the sum of (x) the amounts
actually distributed, (y) the amounts of income we retained and on which we have paid corporate income tax and (z) any excess
distributions over required distributions from prior periods.
It is also possible that, from time to time, we may not have sufficient cash to meet the distribution requirements due to timing
differences between our actual receipt of cash and our inclusion of items in income for federal income tax purposes. For example,
mortgage-backed securities that are issued at a discount generally require the accrual of taxable economic interest in advance of
receipt in cash.
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Derivatives and Hedging Transactions
We maintain a risk management strategy, under which we may use a variety of derivative instruments to hedge some of our
exposure to market risks, including interest rate, prepayment and extension risk. To the extent that we enter into a hedging
transaction to reduce interest rate risk on indebtedness incurred to acquire or carry real estate assets and the instrument is properly
identified as a hedge along with the risk it hedges within prescribed time periods, any periodic income from the instrument, or
gain from the disposition of such instrument, would be excluded altogether from the 75% and 95% gross income test.
To the extent that we hedge in other situations, the resultant income may not qualify under the 75% or the 95% gross income
tests. We intend to structure any hedging transactions in a manner that does not jeopardize our status as a REIT. We may conduct
some of our hedging activities through our TRS, the income from which would be subject to federal and state income tax, rather
than by participating in the arrangements directly.
Failure to Qualify
If we should fail to satisfy one or more requirements for REIT qualification, we may still qualify as a REIT if there is
reasonable cause for the failure and not due to willful neglect and other applicable requirements are met, including completion of
applicable IRS filings. It is not possible to state whether we would be entitled to the benefit of these relief provisions in all
circumstances. If these relief provisions are inapplicable to a particular set of circumstances, we will not qualify as a REIT.
Furthermore, if we satisfy the relief provisions and maintain our qualification as a REIT, we may be still subject to a penalty tax.
The amount of the penalty tax will be at least $50,000 per failure, and, in the case of certain asset test failures, will be determined
as the amount of net income generated by the assets in question multiplied by the highest corporate tax rate (currently 35%) if
that amount exceeds $50,000 per failure, and, in case of income test failures, will be a 100% tax on an amount based on the
magnitude of the failure, as adjusted to reflect the profit margin associated with our gross income.
If we fail to qualify for taxation as a REIT in any taxable year, and the relief provisions described above do not apply, we
would be subject to federal and state income tax, including any applicable alternative minimum tax, on our taxable income at
regular corporate rates. We cannot deduct distributions to stockholders in any year in which we are not a REIT, nor would we be
required to make distributions in such a year. In this situation, to the extent of current and accumulated earnings and profits,
distributions to domestic common stockholders that are individuals, trusts and estates will generally be taxable as a qualified
dividend eligible for the maximum federal tax rate of 20% provided that the shares have been held for more than 60 days during
the 121 day period beginning 60 days before the ex-dividend date. For certain distributions to preferred stockholders, the relevant
holding period is at least 91 days out of the 181 day period beginning 90 days before the ex–dividend date. In addition, subject
to the limitations of the Internal Revenue Code, corporate distributees may be eligible for the dividends received deduction. Unless
we are entitled to relief under specific statutory provisions, we would also be disqualified from re-electing to be taxed as a REIT
for the four taxable years following the year during which we lost qualification. It is not possible to state whether, in all circumstances,
we would be entitled to this statutory relief.
Corporate Information
Our executive offices are located at Two Bethesda Metro Center, 14th Floor, Bethesda, MD 20814 and our telephone number
is (301) 968-9300.
We make available all of our Annual Reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K
and amendments to such reports as well as our Code of Ethics and Conduct free of charge on our internet website at www.AGNC.com
as soon as reasonably practical after such material is electronically filed with or furnished to the Securities and Exchange
Commission ("SEC"). These reports are also available on the SEC internet website at www.sec.gov.
Competition
Our success depends, in large part, on our ability to acquire assets at favorable spreads over our borrowing costs. In acquiring
agency securities, we compete with mortgage REITs, mortgage finance and specialty finance companies, savings and loan
associations, banks, mortgage bankers, insurance companies, mutual funds, institutional investors, investment banking firms, other
lenders, governmental bodies and other entities. These entities and others that may be organized in the future may have similar
asset acquisition objectives and increase competition for the available supply of agency securities suitable for purchase.
Additionally, our investment strategy is dependent on the amount of financing available to us in the repurchase agreement market,
which may also be impacted by competing borrowers. Our investment strategy will be adversely impacted if we are not able to
secure financing on favorable terms, if at all.
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Employees
We have no employees. We are managed by our Manager pursuant to the management agreement between our Manager
and us.
Item 1A. Risk Factors
You should carefully consider the risks described below and all other information contained in this Annual Report on Form
10-K, including our annual consolidated financial statements and the related notes thereto before making a decision to purchase
our securities. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties not
presently known to us, or not presently deemed material by us, may also impair our operations and performance.
If any of the following risks actually occur, our business, financial condition or results of operations could be materially
adversely affected. If that happens, the trading price of our securities could decline, and you may lose all or part of your investment.
Risks Related to Our Investing, Portfolio Management and Financing Activities
Our Board of Directors has approved broad investment guidelines for our Manager and will not approve each investment and
financing decision made by our Manager.
Our Manager is authorized to follow broad investment guidelines that may be amended from time to time. Our Board of
Directors periodically reviews our investment guidelines and our investment portfolio but does not, and will not be required to,
review all of our proposed investments on an individual basis. In conducting periodic reviews, our Board of Directors relies
primarily on information provided to it by our Manager. Furthermore, our Manager may use complex strategies and transactions
that may be costly, difficult or impossible to unwind if our Board of Directors determines that they are not consistent with our
investment guidelines. In addition, because our Manager has a certain amount of discretion in investment, financing and hedging
decisions, our Manager's decisions could result in investment returns that are substantially below expectations or that result in
losses, which would materially and adversely affect our business, financial condition and results of operations.
We may experience significant short-term gains or losses and, consequently, greater earnings volatility as a result of our active
portfolio management strategy.
Our Manager employs an active management strategy on our behalf to achieve our principal objective of preserving our net
book value while generating attractive risk-adjusted returns. Our active management strategy involves buying and selling financial
instruments in all sectors of the agency securities market, including fixed-rate and adjustable-rate agency securities, CMOs,
mortgage-related derivatives, agency debenture securities and other assets reasonably related to agency securities, such as
marketable equity securities of other agency focused mortgage REITs, based on our Manager's continual assessment of the relative
risk/return of those investments. Therefore, the composition of our investment portfolio will vary as our Manager believes changes
to market conditions, risks and valuations warrant. Consequently, we may experience significant investment gains or losses when
we sell investments that our Manager no longer believes provide attractive risk-adjusted returns or when our Manager believes
more attractive alternatives are available. With an active management strategy, our Manager may be incorrect in its assessment
of our investment portfolio and select an investment portfolio that could generate lower returns than a more static management
strategy. Also, investors are less able to assess the changes in our valuation and performance by observing changes in the mortgage
market since we may have changed our strategy and portfolio from the last publicly available data. We may also experience
fluctuations in leverage as we pursue our active management strategy.
Purchases and sales of agency mortgage-backed securities by the Federal Reserve may adversely affect the price and return
associated with agency securities.
From time to time, the Fed may engage in large scale purchases of agency MBS and U.S. Treasury securities in the private
market through a competitive process, with the goal of supporting mortgage markets and promoting its monetary policy objectives.
We cannot predict the impact of the Fed's actions on the prices and liquidity of agency MBS. During periods in which the Federal
Reserve purchases significant volumes of agency MBS, yields on agency MBS will likely be lower, refinancing volumes will
likely be higher, and market volatility will likely be considerably higher than would have been absent its large scale purchases.
Further, there is also a risk that when the Fed reduces its purchases of agency MBS, or sells some or all of its holdings of agency
MBS, the pricing of our agency MBS portfolio and our net book value could be adversely affected.
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Our strategy involves significant leverage, which increases the risk that we may incur substantial losses.
We expect our leverage to vary with market conditions and our assessment of risk/return on investments. We incur this
leverage by borrowing against a substantial portion of the market value of our assets. By incurring this leverage, we could enhance
our returns. Nevertheless, this leverage, which is fundamental to our investment strategy, also creates significant risks. For
example, because of our significant leverage, we may incur substantial losses if our borrowing costs increase or if the value of
our investments declines.
Failure to procure adequate repurchase agreement financing or to renew or replace existing repurchase agreement financing
as it matures (to which risk we are specifically exposed due to the short-term nature of the repurchase agreement financing
we employ) would adversely affect our financial condition and results of operations.
We use debt financing as a strategy to increase our return on equity. However, we may not be able to achieve our desired
leverage ratio for a number of reasons, including the following:
our lenders do not make repurchase or other financing agreements available to us at acceptable rates;
lenders with whom we enter into repurchase or other financing agreements subsequently exit the market;
our lenders require that we pledge additional collateral to cover our borrowings, which we may be unable to do; or
•
•
•
• we determine that the leverage would expose us to excessive risk.
Furthermore, because we rely primarily on short-term borrowings, our ability to achieve our investment objectives depends
not only on our ability to borrow money in sufficient amounts and on favorable terms, but also on our ability to renew or replace
on a continuous basis our maturing short-term borrowings. If we are not able to renew or replace maturing borrowings, we may
have to sell some or all of our assets, possibly under adverse market conditions. In addition, if the regulatory capital requirements
imposed on our lenders change, they may be required to significantly increase the cost of the financing that they provide to us.
Our lenders also may revise their eligibility requirements for the types of assets they are willing to finance or the terms of such
financings, based on, among other factors, the regulatory environment and their management of perceived risk, particularly with
respect to assignee liability. Consequently, we cannot assure you that any, or sufficient, financing will be available to us in the
future on terms that are acceptable to us. In the event that we cannot obtain sufficient funding on acceptable terms, there may be
a negative impact on the value of our common and preferred stock and our ability to make distributions on our common and
preferred stock.
An increase in our borrowing costs would adversely affect our financial condition and results of operations.
Our borrowing costs may increase for any of the following reasons:
•
•
•
•
•
short-term interest rates increase;
the market value of our investments decreases;
the "haircut" applied to our assets under our repurchase agreements increases;
interest rate volatility increases; or
the availability of financing in the market decreases.
An increase in our borrowing costs will reduce the difference, or spread, that we may earn between the yield on the investments
we make and the cost of the leverage we employ to finance such investments. Moreover, due to the short-term nature of our
repurchase agreements used to finance our investments, our borrowing costs are particularly sensitive to increases in short-term
interest rates. It is possible that due to higher borrowing costs, the spread on investments could be reduced to a point at which the
profitability from investments would be significantly reduced. This would adversely affect the returns on our assets, financial
condition and results of operations and could require us to liquidate certain or all of our assets.
Differences in the stated maturity of our fixed rate assets, or in timing of interest rate adjustments on our adjustable-rate assets,
and our borrowings may adversely affect our profitability.
We rely primarily on short-term and/or variable rate borrowings to acquire fixed-rate securities with long-term maturities.
In addition, we may have adjustable rate assets with interest rates that vary over time based upon changes in an objective index,
such as LIBOR or the U.S. Treasury rate. These indices generally reflect short-term interest rates but these assets may not reset
in a manner that matches our borrowings.
The relationship between short-term and longer-term interest rates is often referred to as the "yield curve." Ordinarily, short-
term interest rates are lower than longer-term interest rates. If short-term interest rates rise disproportionately relative to longer-
term interest rates (a "flattening" of the yield curve), our borrowing costs may increase more rapidly than the interest income
earned on our assets. Because our investments generally bear interest at longer-term rates than we pay on our borrowings, a
flattening of the yield curve would tend to decrease our net interest income and the market value of our investment portfolio.
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Additionally, to the extent cash flows from investments that return scheduled and unscheduled principal are reinvested, the spread
between the yields on the new investments and available borrowing rates may decline, which would likely decrease our net income.
It is also possible that short-term interest rates may exceed longer-term interest rates (a yield curve "inversion"), in which event,
our borrowing costs may exceed our interest income and we could incur operating losses and our ability to make distributions to
our stockholders could be hindered.
Interest rate caps on mortgages backing our adjustable rate securities may adversely affect our profitability.
Adjustable-rate mortgages that we may purchase or that may back securities that we purchase will typically be subject to
periodic and lifetime interest rate caps. Periodic interest rate caps limit the amount an interest rate can increase during any given
period. Lifetime interest rate caps limit the amount an interest rate can increase through the maturity of a mortgage loan we may
purchase or that may back securities that we may purchase. Our borrowings typically will not be subject to similar restrictions.
Accordingly, in a period of rapidly increasing interest rates, the interest rates paid on our borrowings could increase without
limitation while caps on mortgages could limit the interest rates on our investments in ARMs. This problem is magnified for
hybrid ARMs and ARMs that are not fully indexed. Further, some hybrid ARMs and ARMs may be subject to periodic payment
caps on the mortgages that result in a portion of the interest being deferred and added to the principal outstanding. As a result,
we may receive less cash income on hybrid ARMs and ARMs than we need to pay interest on our related borrowings. These
factors could reduce our net interest income and cause us to suffer a loss.
Declines in value of the assets in which we invest will adversely affect our financial condition and results of operations, and
make it more costly to finance these assets.
We use our investments as collateral for our financings. A decline in their value, or perceived market uncertainty about their
value, could make it difficult for us to obtain financing on favorable terms or at all, or maintain our compliance with terms of any
financing arrangements already in place. Any fixed-rate securities we invest in generally will be more negatively affected by
increases in interest rates than adjustable-rate securities. Our investments in mortgage-related securities are recorded at fair value
with changes in fair value reported in other comprehensive income (a component of equity). As a result, a decline in the fair value
of our mortgage-related securities could reduce both our comprehensive income and stockholders' equity. If market conditions
result in a decline in the fair value of our assets it will decrease the amounts we may borrow to purchase additional mortgage-
related investments, which may restrict our ability to increase our net income, and our financial condition and results of operations
could be adversely affected.
Our hedging strategies may not be successful in mitigating the risks associated with changes in interest rates.
Subject to complying with REIT tax requirements, we employ techniques that limit, or "hedge," the adverse effects of changes
in interest rates on our repurchase agreements and our net book value. In general, our hedging strategy depends on our Manager's
view of our entire investment portfolio, consisting of assets, liabilities and derivative instruments, in light of prevailing market
conditions. Our hedging activities are generally designed to limit certain exposures and not to eliminate them. In addition, they
may be unsuccessful and we could misjudge the condition of our investment portfolio or the market. Our hedging activity will
vary in scope based on the level and volatility of interest rates and principal repayments, credit market conditions, the type of
assets held and other changing market conditions. Our actual hedging decisions will be determined in light of the facts and
circumstances existing at the time and may differ from our currently anticipated hedging strategy. These techniques may include
entering into interest rate swap agreements, interest rate swaptions, TBAs, short sales, caps, collars, floors, forward contracts,
options, futures or other types of hedging transactions. We may conduct certain hedging transactions through a TRS, which may
subject those transactions to federal, state and, if applicable, local income tax.
There are no perfect hedging strategies, and interest rate hedging may fail to protect us from loss. Additionally, our business
model calls for accepting certain amounts of interest rate, mortgage spread, prepayment, extension and liquidity risks and other
exposures and thus some risks will generally not be hedged. Alternatively, our Manager may fail to properly assess a risk to our
investment portfolio or may fail to recognize a risk entirely, leaving us exposed to losses without the benefit of any offsetting
hedging activities. The derivative financial instruments we select may not have the effect of reducing our risk. The nature and
timing of hedging transactions may influence the effectiveness of these strategies. Poorly designed hedging strategies or improperly
executed transactions could actually increase our risk and losses. In addition, hedging activities could result in losses if the event
against which we hedge does not occur. For example, interest rate hedging could fail to protect us or adversely affect us because,
among other things:
•
•
•
interest rate hedging can be expensive, particularly during periods of rising and volatile interest rates;
available interest rate hedges may not correspond directly with the interest rate risk for which protection is sought;
the duration of the hedge may not match the duration of the related liability;
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•
•
•
•
the amount of income that a REIT may earn from hedging transactions, other than hedging transactions that satisfy
certain requirements of the Internal Revenue Code or that are done through a TRS, is limited by federal tax provisions
governing REITs;
the party owing money in the hedging transaction may default on its obligation to pay;
the credit quality of the party owing money on the hedge may be downgraded to such an extent that it impairs our
ability to sell or assign our side of the hedging transaction; and
the value of our interest rate hedges declines due interest rate fluctuations, lapse of time or other factors, reducing
our stockholders' equity.
Furthermore, our hedging strategies may adversely affect us because hedging activities involve costs that we incur regardless
of the effectiveness of the hedging activity. Those costs may be higher in periods of market volatility, both because the counterparties
to our derivative agreements may demand a higher payment for taking risks, and because repeated adjustments of our hedges
during periods of interest rate changes also may increase costs. Consequently, we could incur significant hedging-related costs
without any corresponding economic benefits, especially if our hedging strategies are not effective.
Our hedging strategies are generally not designed to mitigate spread risk.
When the market spread widens between the yield on our agency securities and benchmark interest rates, our net book value
could decline if the value of our agency securities falls by more than the offsetting fair value increases on our hedging instruments
tied to the underlying benchmark interest rates. We refer to this as "spread risk" or "basis risk." The spread risk associated with
our mortgage assets and the resulting fluctuations in fair value of these securities can occur independent of changes in benchmark
interest rates and may relate to other factors impacting the mortgage and fixed income markets, such as actual or anticipated
monetary policy actions by the Federal Reserve, market liquidity, or changes in required rates of return on different assets.
Consequently, while we use interest rate swaps and other supplemental hedges to attempt to protect against moves in interest rates,
such instruments typically will not protect our net book value against spread risk, which could adversely affect our financial
condition and results of operations.
Changes in prepayment rates may adversely affect our profitability and are difficult to predict.
Our investment portfolio includes securities backed by pools of mortgage loans. For securities backed by pools of mortgage
loans, we receive payments, generally, from the payments that are made on these underlying mortgage loans. When borrowers
prepay their mortgage loans at rates that are faster or slower than expected, it results in prepayments that are faster or slower than
expected on our assets. These faster or slower than expected payments may adversely affect our profitability.
We may purchase securities that have a higher interest rate than the then prevailing market interest rate. In exchange for
this higher interest rate, we may pay a premium to par value to acquire the security. In accordance with GAAP, we amortize this
premium over the expected term of the security based on our prepayment assumptions. If a security is prepaid in whole or in part
at a faster than expected rate, however, we must expense all or a part of the remaining unamortized portion of the premium that
was paid at the time of the purchase, which would adversely affect our profitability.
We also may purchase securities that have a lower interest rate than the then prevailing market interest rate. In exchange for
this lower interest rate, we may receive a discount to par value to acquire the security. We accrete this discount over the expected
term of the security based on our prepayment assumptions. If a security is prepaid at a slower than expected rate, however, we
must accrete the remaining portion of the discount at a slower than expected rate, which would result in a lower than expected
yield on securities purchased at a discount to par.
Moreover, if prepayment rates decrease due to a rising interest rate environment, the average life or duration of our fixed-
rate assets or the fixed-rate portion of our hybrid ARMs and other assets will generally extend. This could have a negative impact
on our results from operations, as our interest rate swap maturities are fixed and will, therefore, cover a smaller percentage of our
funding exposure on our mortgage assets to the extent that their average lives increase due to slower prepayments. This situation
may also cause the market value of our agency securities collateralized by fixed rate mortgages or hybrid ARMs to decline by
more than otherwise would be the case while most of our hedging instruments would not receive any incremental offsetting gains.
In extreme situations, we may be forced to sell assets to maintain adequate liquidity, which could cause us to incur realized losses.
Although prepayment rates generally increase when interest rates fall and decrease when interest rates rise, changes in
prepayment rates are difficult to predict. Prepayments can also occur when borrowers sell the property and use the sale proceeds
to prepay the mortgage as part of a physical relocation or when borrowers default on their mortgages and the mortgages are prepaid
from the proceeds of a foreclosure sale of the property. Fannie Mae and Freddie Mac will generally, among other conditions,
purchase mortgages that are 120 days or more delinquent from mortgage-backed securities trusts when the cost of guarantee
payments to security holders, including advances of interest at the security coupon rate, exceeds the cost of holding the
nonperforming loans in their portfolios. Consequently, prepayment rates also may be affected by conditions in the housing and
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financial markets, which may result in increased delinquencies on mortgage loans, the government-sponsored entities cost of
capital, general economic conditions and the relative interest rates on fixed and adjustable rate loans, which could lead to an
acceleration of the payment of the related principal. Additionally, changes in the government-sponsored entities' decisions as to
when to repurchase delinquent loans can materially impact prepayment rates.
In addition, the introduction of new government programs could increase the availability of mortgage credit to a large number
of homeowners in the United States, which could impact the prepayment rates for the entire mortgage securities market, and in
particular for Fannie Mae and Freddie Mac agency securities. These new programs or changes to existing programs could cause
substantial uncertainty around the magnitude of changes in prepayment speeds. To the extent that actual prepayment speeds differ
from our expectations, it could adversely affect our operating results.
Market conditions may disrupt the historical relationship between interest rate changes and prepayment trends, which may
make it more difficult for our Manager to analyze our investment portfolio.
Our success depends, in part, on our Manager's ability to analyze the relationship of changing interest rates on prepayments
of the mortgage loans that underlie securities we may own. Changes in interest rates and prepayments affect the market price of
the assets that we purchase and any assets that we may hold at a given time. As part of our overall portfolio risk management,
our Manager analyzes interest rate changes and prepayment trends separately and collectively to assess their effects on our
investment portfolio. In conducting its analysis, our Manager depends on certain assumptions based upon historical trends with
respect to the relationship between interest rates and prepayments under normal market conditions. Dislocations in the residential
mortgage market and other developments may disrupt the relationship between the way that prepayment trends have historically
responded to interest rate changes and, consequently, may negatively impact our Manager's ability to (i) assess the market value
of our investment portfolio, (ii) implement our hedging strategies and (iii) implement techniques to reduce our prepayment rate
volatility, which could materially adversely affect our financial condition and results of operations.
Actions of the U.S. Government, including the U.S. Congress, U.S. Federal Reserve, U.S. Treasury and other governmental
and regulatory bodies may adversely affect our business.
U.S. Government actions may not have a beneficial impact on the financial markets. To the extent the markets do not respond
favorably to any such actions or such actions do not function as intended they could have broad adverse market implications and
could negatively impact our financial condition and results of operations.
In July 2010, the U.S. Congress enacted the Dodd Frank Wall Street Reform and Consumer Protection Act, or the Dodd-
Frank Act, in part to impose significant investment restrictions and capital requirements on banking entities and other organizations
that are significant to U.S. financial markets. For instance, the Dodd-Frank Act imposes significant restrictions on the proprietary
trading activities of certain banking entities and subjects other systemically significant organizations regulated by the U.S. Federal
Reserve to increased capital requirements and quantitative limits for engaging in such activities. The Dodd-Frank Act also seeks
to reform the asset-backed securitization market (including the mortgage-backed securities market) by requiring the retention of
a portion of the credit risk inherent in the pool of securitized assets and by imposing additional registration and disclosure
requirements. Certain of the new requirements and restrictions exempt agency securities, other government issued or guaranteed
securities, or other securities. The Dodd-Frank Act also imposes significant regulatory restrictions on the origination of residential
mortgage loans and will impact the formation of new issuances of mortgage-backed securities.
The Dodd-Frank Act has also created a new regulator, the Consumer Financial Protection Bureau, or the CFPB, which now
oversees many of the core laws which regulate the mortgage industry, including among others, the Real Estate Settlement Procedures
Act and the Truth in Lending Act. While the full impact of the Dodd-Frank Act and the role of the CFPB cannot be assessed until
all implementing regulations are released, the Dodd-Frank Act's extensive requirements may have a significant effect on the
financial markets. In addition, the Federal Reserve, the Federal Deposit Insurance Corporation and other regulatory entities are
currently in the process of implementing new, and possibly more stringent, capital rules on large financial institutions. These new
regulatory requirements, when implemented, could adversely affect the availability or terms of financing from our lender
counterparties and the availability or terms of mortgage-backed securities, both of which may have an adverse effect on our
financial condition and results of operations.
Pursuant to the terms of borrowings under master repurchase agreements, we are subject to margin calls that could result in
defaults or force us to sell assets under adverse market conditions or through foreclosure.
We enter into master repurchase agreements with a number of financial institutions. We borrow under these master repurchase
agreements to finance the assets for our investment portfolio. Pursuant to the terms of borrowings under our master repurchase
agreements, a decline in the value of the collateral may result in our lenders initiating margin calls. A margin call means that the
lender requires us to pledge additional collateral to re-establish the ratio of the value of the collateral to the amount of the borrowing.
The specific collateral value to borrowing ratio that would trigger a margin call is not set in the master repurchase agreements and
19
is not determined until we engage in a repurchase transaction under these agreements. Our fixed-rate collateral generally may be
more susceptible to margin calls as increases in interest rates tend to affect more negatively the market value of fixed-rate securities.
In addition, some collateral may be more illiquid than other instruments in which we invest, which could cause them to be more
susceptible to margin calls in a volatile market environment. Moreover, collateral that prepays more quickly increases the frequency
and magnitude of potential margin calls as there is a significant time lag between when the prepayment is reported (which reduces
the market value of the security) and when the principal payment is actually received. If we are unable to satisfy margin calls,
our lenders may foreclose on our collateral. The threat of or occurrence of a margin call could force us to sell, either directly or
through a foreclosure, our collateral under adverse market conditions. Because of the leverage we expect to have, we may incur
substantial losses upon the threat or occurrence of a margin call.
Our derivative agreements expose us to margin calls that could result in defaults or force us to sell assets under adverse market
conditions.
Our derivative agreements typically require that we pledge collateral on such agreements to our counterparties in a similar
manner as we are required to under our repurchase agreements. Our counterparties, or the clearing agency in the case of centrally
cleared interest rate swaps, typically have the sole discretion to determine the value of the derivative instruments and the value of
the collateral securing such instruments. In the event of a margin call, we must generally provide additional collateral on the same
business day.
Furthermore, our derivative agreements may also contain cross default provisions under which a default under certain of our
other indebtedness in excess of a certain threshold amount causes an event of default under the agreement. Following an event
of default, we could be required to settle our obligations under the agreements at their termination values.
The threat of or occurrence of margin calls or the forced settlement of our obligations under our derivative agreements at
their termination values could force us to sell, either directly or through a foreclosure, our investments under adverse market
conditions. Because of the leverage we have, we may incur substantial losses upon the threat or occurrence of either of these
events.
Increasingly restrictive rules and regulations adopted by the U.S. Commodity Futures Trading Commission and regulators of
other countries impose increased margin requirements and require additional operational and compliance costs, which could
negatively affect our financial condition and results of operations.
Title VII of the Dodd-Frank Act and the rules and regulations adopted and to be adopted by the U.S. Commodity Futures
Trading Commission (the "CFTC") introduce a comprehensive regulatory regime for swaps (as defined in the Commodity Exchange
Act, as amended). The new laws and regulations subject certain swaps to clearing and exchange trading requirements, and subject
us to new burdens, including but not limited to, margin requirements, reporting, record keeping and business conduct rules. The
final rules under Title VII, including those rules that have already been adopted, for both cleared and non-cleared swap transactions
impose increased margin requirements and require additional operational and compliance costs that will likely affect our business
and results of operations.
As we also enter into derivative agreements with non-U.S. counterparties, which are subject to increasingly restrictive local
regulations similar to the Dodd-Frank Act, we are required to follow some of these local regulations or help the non-U.S.
counterparties comply with these local regulations. For example, the EU's Regulation on OTC derivatives, central counterparties
and trade repositories (the "EMIR Regulation") came into force on August 16, 2012 and was implemented in the course of 2013
through a number of implementation measures. The EMIR Regulation has not yet been fully implemented. The EMIR Regulation
is intended, among other things, to reduce counterparty risk by requiring that all standardized over-the-counter derivatives meeting
specific thresholds be cleared through a central counterparty. In addition, OTC derivatives that are not centrally cleared will be
subject to margin requirements. It is possible that EMIR Regulation will result in increased costs for OTC derivative counterparties
and also lead to an increase in the costs of collateral. These increased trading costs and collateral costs may have an adverse
impact on our business and results of operations.
As the CFTC and regulators of other countries continue to promulgate new rules and regulations on derivatives, our derivative
agreements and ability to engage in derivative transactions with certain counterparties may be adversely affected, which could
negatively affect our financial condition and results of operations.
It may be uneconomical to "roll" our TBA dollar roll transactions or we may be unable to meet margin calls on our TBA
contracts, which could negatively affect our financial condition and results of operations.
We may utilize TBA dollar roll transactions as a means of investing in and financing agency mortgage-backed securities.
TBA contracts enable us to purchase or sell, for future delivery, agency securities with certain principal and interest terms and
certain types of collateral, but the particular agency securities to be delivered are not identified until shortly before the TBA
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settlement date. Prior to settlement of the TBA contract we may choose to move the settlement of the securities out to a later date
by entering into an offsetting position (referred to as a "pair off"), net settling the paired off positions for cash, and simultaneously
purchasing a similar TBA contract for a later settlement date, collectively referred to as a "dollar roll." The agency securities
purchased for a forward settlement date under the TBA contract are typically priced at a discount to agency securities for settlement
in the current month. This difference (or discount) is referred to as the "price drop." The price drop is the economic equivalent
of net interest carry income on the underlying agency securities over the roll period (interest income less implied financing cost)
and is commonly referred to as "dollar roll income." Consequently, dollar roll transactions and such forward purchases of agency
securities represent a form of off-balance sheet financing and increase our "at risk" leverage.
Under certain market conditions, TBA dollar roll transactions may result in negative carry income whereby the agency
securities purchased for a forward settlement date under the TBA contract are priced at a premium to agency securities for settlement
in the current month. Additionally, a decline in the Fed's purchases of agency MBS or sales of some or all of its holdings of agency
MBS could adversely impact the dollar roll market. Under such conditions, it may be uneconomical to roll our TBA positions
prior to the settlement date and we could have to take physical delivery of the underlying securities and settle our obligations for
cash. We may not have sufficient funds or alternative financing sources available to settle such obligations. In addition, pursuant
to the margin provisions established by the Mortgage-Backed Securities Division ("MBSD") of the Fixed Income Clearing
Corporation we are subject to margin calls on our TBA contracts. Further, our prime brokerage agreements may require us to post
additional margin above the levels established by the MBSD. Negative carry income on TBA dollar roll transactions or failure
to procure adequate financing to settle our obligations or meet margin calls under our TBA contracts could result in defaults or
force us to sell assets under adverse market conditions or through foreclosure and adversely affect our financial condition and
results of operations.
If lenders pursuant to our repurchase transactions default on their obligations to resell the underlying collateral back to us at
the end of the transaction term, or if the value of the collateral has declined by the end of the term or if we default on our
obligations under the transaction, we will lose money on these transactions.
When we engage in a repurchase transaction, we initially transfer securities or loans to the financial institution under one of
our master repurchase agreements in exchange for cash, and our counterparty is obligated to resell such assets to us at the end of
the term of the transaction, which is typically from 30 days to one year, but which may have terms from one day to up to five years
or more. The cash we receive when we initially sell the collateral is less than the value of that collateral, which is referred to as
the "haircut." As a result, we are able to borrow against a smaller portion of the collateral that we initially sell in these transactions.
Increased haircuts require us to post additional collateral. The haircut rates under our master repurchase agreements are not set
until we engage in a specific repurchase transaction under these agreements. If our counterparty defaults on its obligation to resell
collateral to us, we would incur a loss on the transaction equal to the amount of the haircut (assuming there was no change in the
value of the securities). Any losses we incur on our repurchase transactions could adversely affect our earnings, and, thus, our
cash available for distribution to our stockholders.
If we default on one of our obligations under a repurchase transaction, the counterparty can terminate the transaction and
cease entering into any other repurchase transactions with us. In that case, we would likely need to establish a replacement
repurchase facility with another financial institution in order to continue to leverage our investment portfolio and carry out our
investment strategy. We may not be able to secure a suitable replacement facility on acceptable terms or at all.
Further, financial institutions providing the repurchase agreements may require us to maintain a certain amount of cash
uninvested or to set aside non-leveraged assets sufficient to maintain a specified liquidity position which would allow us to satisfy
our collateral obligations. As a result, we may not be able to leverage our assets as fully as we would choose, which could reduce
our return on equity. If we are unable to meet these collateral obligations, our financial condition could deteriorate rapidly.
Additionally, our counterparties can unilaterally choose to cease entering into any further repurchase transactions with us.
Our rights under our repurchase agreements are subject to the effects of the bankruptcy laws in the event of the bankruptcy
or insolvency of us or our lenders under the repurchase agreements.
In the event of our insolvency or bankruptcy, certain repurchase agreements may qualify for special treatment under the U.S.
Bankruptcy Code, the effect of which, among other things, would be to allow the lender under the applicable repurchase agreement
to avoid the automatic stay provisions of the U.S. Bankruptcy Code and to foreclose on the collateral agreement without delay.
In the event of the insolvency or bankruptcy of a lender during the term of a repurchase agreement, the lender may be permitted,
under applicable insolvency laws, to repudiate the contract, and our claim against the lender for damages may be treated simply
as an unsecured creditor. In addition, if the lender is a broker or dealer subject to the Securities Investor Protection Act of 1970,
or an insured depository institution subject to the Federal Deposit Insurance Act, our ability to exercise our rights to recover our
assets under a repurchase agreement or to be compensated for any damages resulting from the lender's insolvency may be further
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limited by those statutes. These claims would be subject to significant delay and, if and when received, may be substantially less
than the damages we actually incur.
Our use of derivative agreements may expose us to counterparty risk.
Certain hedging instruments are not traded on regulated exchanges or guaranteed by an exchange or its clearinghouse and
involves risks and costs that could result in material losses. Consequently, there may not be requirements with respect to record
keeping, financial responsibility or segregation of customer funds and positions. Furthermore, the enforceability of agreements
underlying hedging transactions may depend on compliance with applicable statutory and commodity and other regulatory
requirements and, depending on the domicile of the counterparty, applicable international requirements. Consequently, if a
counterparty fails to perform under a derivative agreement we could incur a significant loss.
For example, if a swap counterparty under an interest rate swap agreement that we enter into as part of our hedging strategy
cannot perform under the terms of the interest rate swap agreement, we may not receive payments due under that agreement, and,
thus, we may lose any potential benefit associated with the interest rate swap. Additionally, we may also risk the loss of any
collateral we have pledged to secure our obligations under these swap agreements if the counterparty becomes insolvent or files
for bankruptcy. Similarly, if an interest rate swaption counterparty fails to perform under the terms of the interest rate swaption
agreement, in addition to not being able to exercise or otherwise cash settle the agreement, we could also incur a loss for the
premium paid for that swaption.
Continued adverse developments in the broader residential mortgage market may adversely affect the value of our investments.
Since 2008, the residential mortgage market in the United States has experienced a variety of unprecedented difficulties and
changed economic conditions, including defaults, credit losses and liquidity concerns. Many of these conditions are expected to
continue in 2015 and beyond. These factors have impacted investor perception of the risk associated with real estate related assets,
including mortgage-related investments. As a result, values for these assets have experienced a certain amount of volatility. Further
increased volatility and deterioration in the broader residential mortgage and MBS markets may adversely affect the performance
and market value of the assets in which we invest.
The risks associated with our business may be more severe during economic recessions and are compounded by declining
real estate values. Declining real estate values will likely reduce the level of new mortgage loan originations since borrowers often
use appreciation in the value of their existing properties to support the purchase of additional properties. Borrowers will also be
less able to pay principal and interest on loans underlying the securities in which we invest if the value of residential real estate
weakens further. Any sustained period of increased payment delinquencies, foreclosures or losses could increase the rate that the
GSEs buy out the delinquent loans from pools underlying the agency securities in which we invest, resulting in an increased rate
of prepayments that could adversely affect our net interest income from our agency securities, which could have an adverse effect
on our financial condition, results of operations and our ability to make distributions to our stockholders.
A decrease in the volume of newly issued, or an increase in investor demand for, mortgages, could adversely affect our ability
to acquire assets that satisfy our investment objectives and to generate income and pay dividends, whereas an increase in the
volume of newly issued, or a decrease in investor demand for, mortgages, could negatively affect the valuations for our
investments and may adversely affect our liquidity.
A reduction in the volume of mortgage loans originated may affect the volume of investments available to us, which could
affect our ability to acquire assets that satisfy our investment objectives. An increase in the volume of mortgage loans originated
may negatively impact the valuation for our investment portfolio. A negative impact on valuations of our assets could have an
adverse impact on our liquidity profile in the event that we are required to post margin under our repurchase agreements, which
could materially and adversely impact our business.
We operate in a highly competitive market for investment opportunities and our competitors may be able to compete more
effectively for investment opportunities than we can. This competition may limit our ability to acquire desirable investments
in our target assets and could affect the pricing of these investments.
A number of entities compete with us to make investments. We compete with other REITs and public and private funds,
including those that may be managed by affiliates of American Capital, such as American Capital Mortgage Investment Corp.,
commercial and investment banks, commercial finance and insurance companies and other financial institutions. Our competitors
may have greater financial, technical and marketing resources than we do. Some competitors may have a lower cost of funds than
we do or access to funding sources that may not be available to us. Many of our competitors are not subject to the operating
constraints associated with REIT tax compliance and maintenance of an exemption from the Investment Company Act. In addition,
some of our competitors may have higher risk tolerances or different risk assessments, which may allow them to consider a wider
variety of investments and establish more relationships than we can. Furthermore, competition for investments in mortgage-related
22
investments may lead to the price of such assets increasing, which may further limit our ability to generate desired returns. The
competitive pressures we face could have a material adverse effect on our business, financial condition and results of operations.
Also, as a result of this competition, we may not be able to take advantage of attractive investment opportunities from time to
time, and we may not be able to identify and make investments that are consistent with our investment objectives.
We may change our targeted investments, investment guidelines and other operational policies without stockholder consent,
which may adversely affect the market price of our common stock and our ability to make distributions to stockholders.
We may change our targeted investments and investment guidelines at any time, including a change that would permit us to
invest in other mortgage related investments, without the consent of our stockholders, which could result in our making investments
that are different from, and possibly riskier than, the investments described herein. Our Board of Directors also determines our
other operational policies and may amend or revise such policies, including our policies with respect to our REIT qualification,
acquisitions, dispositions, operations, indebtedness and distributions, or approve transactions that deviate from these policies,
without a vote of, or notice to, our stockholders. A change in our targeted investments, investment guidelines and other operational
policies may increase our exposure to interest rate, spread, default, credit, prepayment, extension, liquidity and other risks as well
as exposure to real estate market fluctuations, all of which could adversely affect the market price of our common stock and our
ability to make distributions to our common and preferred stockholders.
Our investments in the common stock of other publicly traded mortgage REITs expose us to incremental risks and costs and
may adversely affect our financial condition and results of operations.
The mortgage REITs in which we invest primarily invest in agency MBS on a leveraged basis and utilize short-term repurchase
agreements as their primary source of funding and, therefore, are exposed to similar risk factors as those described herein. In
addition, our investments in other mortgage REITs expose us to incremental risks and costs due to our lack of control, lack of
transparency into their underlying investment portfolios and business operations, stock market volatility and additional management
fees, which could adversely affect our financial condition and results of operations.
Our investments are recorded at fair value, and quoted prices or observable inputs may not be available to determine such
value, resulting in the use of significant unobservable inputs to determine value.
The values of our investments may not be readily determinable or ultimately realizable. We measure the fair value of our
investments quarterly, in accordance with guidance set forth in FASB Accounting Standards Codification ("ASC") Topic 820, Fair
Value Measurements and Disclosures. Ultimate realization of the value of an asset depends to a great extent on economic and
other conditions that are beyond the control of our Manager, our Company or our Board of Directors. Further, fair value is only
an estimate based on good faith judgment of the price at which an investment can be sold since market prices of investments can
only be determined by negotiation between a willing buyer and seller. If we were to liquidate a particular asset, the realized value
may be more than or less than the amount at which such asset is valued. Accordingly, the value of our common stock could be
adversely affected by our determinations regarding the fair value of our investments, whether in the applicable period or in the
future. Additionally, such valuations may fluctuate over short periods of time.
Our Manager's determination of the fair value of our investments includes inputs provided by third-party dealers and pricing
services. Valuations of certain investments in which we invest may be difficult to obtain or unreliable. In general, dealers and
pricing services heavily disclaim their valuations. Dealers may claim to furnish valuations only as an accommodation and without
special compensation, and so they may disclaim any and all liability for any direct, incidental, or consequential damages arising
out of any inaccuracy or incompleteness in valuations, including any act of negligence or breach of any warranty. Depending on
the complexity and illiquidity of a security, valuations of the same security can vary substantially from one dealer or pricing service
to another. Therefore, our results of operations for a given period could be adversely affected if our determinations regarding the
fair market value of these investments are materially different from the values that we ultimately realize upon their disposal.
The federal conservatorship of Fannie Mae and Freddie Mac and related efforts, along with any changes in laws and regulations
affecting the relationship between these agencies and the U.S. Government, may adversely affect our business.
The payments of principal and interest we receive on the agency securities in which we may invest are guaranteed by Fannie
Mae, Freddie Mac or Ginnie Mae. Fannie Mae and Freddie Mac are GSEs, but their guarantees are not backed by the full faith
and credit of the United States. Ginnie Mae is part of a U.S. Government agency and its guarantees are backed by the full faith
and credit of the United States.
In response to general market instability and, more specifically, the financial conditions of Fannie Mae and Freddie Mac, in
July 2008, the Housing and Economic Recovery Act of 2008, or HERA, established FHFA as the new regulator for Fannie Mae
and Freddie Mac. In September 2008, the U.S. Treasury, the FHFA and the U.S. Federal Reserve announced a comprehensive
action plan to help stabilize the financial markets, support the availability of mortgage financing and protect taxpayers. Under this
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plan, among other things, the FHFA was appointed as conservator of both Fannie Mae and Freddie Mac, allowing the FHFA to
control the actions of the two GSEs, without forcing them to liquidate, which would be the case under receivership. Importantly,
the primary focus of the plan was to increase the availability of mortgage financing by allowing these GSEs to continue to grow
their guarantee business without limit, while limiting the size of their retained mortgage and agency security portfolios and requiring
that these portfolios be reduced over time.
Although the U.S. Government has committed to support the positive net worth of Fannie Mae and Freddie Mac, the two
GSEs could default on their guarantee obligations, which would materially and adversely affect the value of our agency securities.
Accordingly, if these government actions are inadequate and the GSEs suffer additional losses or cease to exist, our business,
operations and financial condition could be materially and adversely affected.
In addition, the future roles of Fannie Mae and Freddie Mac could be significantly reduced and the nature of their guarantee
obligations could be considerably limited relative to historical measurements. Any such changes to the nature of their guarantee
obligations could re-define what constitutes an agency security and could have broad adverse implications for the market and our
business, operations and financial condition.
We could be negatively affected in a number of ways depending on the manner in which related events unfold for Fannie
Mae and Freddie Mac. We rely on our agency securities as collateral for our financings. Any decline in the value of agency
securities, or perceived market uncertainty about their value, could make it more difficult for us to obtain financing on favorable
terms or at all, or to maintain our compliance with the terms of any financing transactions for such investments. Further, the current
support provided by the U.S. Treasury to Fannie Mae and Freddie Mac, and any additional support it may provide in the future,
could have the effect of lowering the interest rates we expect to receive from agency securities, thereby tightening the spread
between the interest we earn on our agency securities and the cost of financing those assets. A reduction in the supply of agency
securities could also negatively affect the pricing of agency securities by reducing the spread between the interest we earn on our
investment portfolio of agency securities and our cost of financing that portfolio.
Future legislation could change the relationship between Fannie Mae and Freddie Mac and the U.S. Government, and could
also nationalize, privatize, or eliminate these entities entirely. Any law affecting these GSEs may create market uncertainty and
have the effect of reducing the actual or perceived credit quality of securities issued or guaranteed by Fannie Mae or Freddie Mac.
Moreover, if the guarantee obligations of Freddie Mac or Fannie Mae were repudiated by FHFA, payments of principal and/or
interest to holders of agency securities issued by Freddie Mac or Fannie Mae would be reduced in the event of any borrower's late
payments or failure to pay or a servicer's failure to remit borrower payments to the trust. In that case, trust administration and
servicing fees could be paid from mortgage payments prior to distributions to holders of agency securities. Any actual direct
compensatory damages owed due to the repudiation of Freddie Mac or Fannie Mae's guarantee obligations may not be sufficient
to offset any shortfalls experienced by holders of agency securities.
As a result, such laws or changes could increase the risk of loss on our investments in agency mortgage investments
guaranteed by Fannie Mae and/or Freddie Mac and could adversely impact the market for such securities and spreads at which
they trade. All of the foregoing could materially and adversely affect our financial condition and results of operations.
Mortgage loan modification and refinancing programs and future legislative action may adversely affect the value of, and our
returns on, agency mortgage-backed securities.
The U.S. Government, through the U.S. Federal Reserve, the FHA, and the Federal Deposit Insurance Corporation, has
implemented a number of federal programs designed to assist homeowners, including the Home Affordable Modification Program,
or HAMP, which provides homeowners with assistance in avoiding residential mortgage loan foreclosures, the Hope for
Homeowners Program, or H4H Program, which allows certain distressed borrowers to refinance their mortgages into FHA-insured
loans in order to avoid residential mortgage loan foreclosures, and the Home Affordable Refinance Program, or HARP, which for
loans sold or guaranteed by the GSEs on or prior to May 31, 2009, allows borrowers who are current on their mortgage payments
to refinance and reduce their monthly mortgage payments, with no current loan-to-value ratio upper limit and without requiring
new mortgage insurance. HAMP, the H4H Program and other loss mitigation programs may involve, among other things, the
modification of mortgage loans to reduce the principal amount of the loans (through forbearance and/or forgiveness) and/or the
rate of interest payable on the loans, or the extension of payment terms of the loans. These loan modification programs, future
legislative or regulatory actions, including possible amendments to the bankruptcy laws, which result in the modification of
outstanding residential mortgage loans, as well as changes in the requirements necessary to qualify for refinancing mortgage loans
with Fannie Mae, Freddie Mac or Ginnie Mae, may adversely affect the value of, and the returns on, agency mortgage-backed
securities that we may purchase.
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Risks Related to Our Relationship with Our Manager and American Capital
There are conflicts of interest in our relationship with our Manager and American Capital.
Because we have no employees, our Manager is responsible for making all of our investment decisions. Certain of our and
our Manager's officers are employees of American Capital or its affiliates and these persons do not devote their time exclusively
to us. Our Manager's Investment Committee consists of Messrs. Wilkus, Erickson, Flax, Kain and McHale, each of whom is an
officer of American Capital or the parent company of our Manager and has significant responsibilities to American Capital and
certain of its portfolio companies, affiliated entities or managed funds. Mr. Kain is our President and Chief Investment Officer
and also serves as the President of our Manager and its parent company. Mr. Kain is also the President and Chief Investment
Officer of American Capital Mortgage Investment Corp. and the President of its manager. Thus, he has, and may in the future
have, significant responsibilities for other funds that are managed by the parent company of our Manager or entities affiliated
therewith. In addition, because certain of our and our Manager's officers are also responsible for providing services to American
Capital and/or certain of its portfolio companies, affiliated entities or managed funds, they may not devote sufficient time to the
management of our business operations.
Additionally, our Manager is a wholly-owned subsidiary of American Capital Mortgage Management, LLC, which is also
the parent company of the external manager of American Capital Mortgage Investment Corp., a publicly-traded REIT that invests
in agency mortgage investments, non-agency mortgage investments and mortgage related investments and may compete with us
for purchases of agency mortgage-related investments. American Capital Mortgage Management, LLC is a subsidiary of American
Capital Asset Management, LLC, which is a wholly-owned portfolio company of American Capital. There are no restrictions on
American Capital that prevent American Capital from sponsoring another investment vehicle that competes with us. Accordingly,
American Capital or one or more of its affiliates may also compete with us for investments, except that American Capital has
agreed that so long as our Manager or affiliate of American Capital continues to manage our company, it will not sponsor another
investment vehicle that invests predominantly in whole pool agency mortgage-backed securities.
Although our Manager and its affiliates have policies in place that seek to mitigate the effects of conflicts of interest, including
any potential conflict relating to the allocation of certain types of securities that meet our investment objectives and those of other
managed funds or affiliates of our Manager, these policies do not eliminate the conflicts of interest that our officers and the officers
and employees of our Manager and its affiliates face in making investment decisions on behalf of American Capital, any other
American Capital-sponsored investment vehicles and us. Further, we do not have any agreement or understanding with American
Capital that would give us any priority over American Capital, any of its affiliates, or any such American Capital-sponsored
investment vehicle in opportunities to invest in mortgage-related investments. Accordingly, we may compete for access to the
benefits that we expect from our relationship with our Manager and American Capital.
Our management agreement was not negotiated on an arm's-length basis and the terms, including fees payable, may not be
as favorable to us as if they were negotiated with an unaffiliated third party.
The management agreement was originally negotiated between related parties, and we did not have the benefit of arm's-
length negotiations of the type normally conducted with an unaffiliated third party. The terms of the management agreement,
including fees payable, may not reflect the terms that we may have received if it were negotiated with an unrelated third party. In
addition, we may choose not to enforce, or to enforce less vigorously, our rights under the management agreement because of our
desire to maintain our ongoing relationship with our Manager.
We are completely dependent upon our Manager and certain personnel of American Capital or the parent company of our
Manager who provide services to us through the management agreement and the administrative services agreement and we
may not find suitable replacements for our Manager and these personnel if the management agreement and the administrative
services agreement are terminated or such personnel are no longer available to us.
Because we have no employees or separate facilities, we are completely dependent on our Manager and its affiliates to
conduct our operations pursuant to the management agreement. Our Manager does not have any employees and relies upon certain
employees of its parent company and American Capital to conduct our day-to-day operations pursuant to an administrative services
agreement. Under the administrative services agreement, our Manager is provided with those services and resources necessary
for our Manager to perform its obligations and responsibilities under the management agreement in exchange for certain fees
payable by our Manager. Neither the administrative services agreement nor the management agreement requires our Manager or
its parent company or American Capital to dedicate specific personnel to our operations. It also does not require any specific
personnel of our Manager or its parent company or American Capital to dedicate a specific amount of time to our business.
Additionally, because our Manager is relying upon American Capital, we may be negatively impacted by events or factors that
negatively impact American Capital's business, financial condition or results of operations.
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If we terminate the management agreement without cause, we may not, without the consent of our Manager, employ any
employee of the Manager or any of its affiliates, including American Capital, or any person who has been employed by our Manager
or any of its affiliates at any time within the two-year period immediately preceding the date on which the person commences
employment with us for two years after such termination of the management agreement. We believe that the successful
implementation of our investment, financing and hedging strategies depends upon the experience of certain of American Capital
and our Manager's officers. American Capital or the parent company of our Manager has entered into retention agreements with
certain of these officers. However, none of these individuals' continued service is guaranteed. Furthermore, if the management
agreement is terminated or these individuals leave the parent company of our Manager or American Capital, we may be unable
to execute our business plan.
We have no recourse to American Capital if it does not fulfill its obligations under the administrative services agreement.
Neither we nor our Manager have any employees or separate facilities. Our day-to-day operations are conducted by employees
of American Capital or the parent company of our Manager pursuant to an administrative services agreement among our Manager,
its parent company and American Capital. Under the administrative services agreement, our Manager is also provided with the
services and other resources necessary for our Manager to perform its obligations and responsibilities under the management
agreement in exchange for certain fees payable by our Manager. Although the administrative services agreement may not be
terminated unless the management agreement has been terminated pursuant to its terms, American Capital and the parent company
of our Manager may assign their rights and obligations thereunder to any of their affiliates, including American Capital Asset
Management, LLC, which owns the parent company of our Manager. In addition, because we are not a party to the administrative
services agreement, we do not have any recourse to American Capital or the parent company of our Manager if they do not fulfill
their obligations under the administrative services agreement or if they elect to assign the agreement to one of their affiliates. Also,
our Manager only has nominal assets and we will have limited recourse against our Manager under the Management Agreement
to remedy any liability to us from a breach of contract or fiduciary duties.
If we elect not to renew the management agreement without cause, we would be required to pay our Manager a substantial
termination fee. These and other provisions in our management agreement make non-renewal of our management agreement
difficult and costly.
Electing not to renew the management agreement without cause would be difficult and costly for us. With the consent of the
majority of the independent members of our Board of Directors, we may elect not to renew our management agreement upon the
expiration of any automatic annual renewal term, upon 180-days prior written notice. If we elect not to renew the management
agreement because of a decision by our Board of Directors that the management fee is unfair, our Manager has the right to
renegotiate a mutually agreeable management fee. If we elect to not renew the management agreement without cause, we are
required to pay our Manager a termination fee equal to three times the average annual management fee earned by our Manager
during the prior 24-month period immediately preceding the most recently completed month prior to the effective date of
termination. These provisions may increase the effective cost to us of electing to not renew the management agreement.
Our Manager's management fee is based on the amount of our Equity and is payable regardless of our performance, which
could result in a conflict of interest between our Manager and our stockholders with respect to the timing and terms of our
equity issuances, share repurchases and the realization of gains and losses on our investment portfolio.
Our Manager is entitled to receive a monthly management fee from us that is based on the amount of our "Equity" (as defined
in our management agreement), regardless of the performance of our investment portfolio. For example, we would pay our Manager
a management fee for a specific period even if we experienced a net unrealized loss during the same period. The amount of the
monthly management fee is equal to one-twelfth of 1.25% of our Equity and, therefore, is only increased or decreased by changes
in our Equity. Increases to our Equity, and a corresponding increase to our management fee, will primarily result from equity
issuances and realization of gains from our investment portfolio, whereas decreases to our Equity, and a corresponding decrease
to our management fee, will primarily result from repurchases of our common stock and realization of losses on our investment
portfolio, each of which could result in a conflict of interest between our Manager and our stockholders with respect to the timing
and terms of our equity issuances, share repurchases and realization of gains and losses on our investment portfolio. Thus, while
our stockholders bear the risk of our future equity issuances reducing the price of our common stock and diluting the value of their
stock holdings in us, the compensation payable to our Manager will increase as a result of future issuances of our equity securities.
Similarly, even though the value of our common stock could potentially increase if we repurchase shares at a discount to our net
book value per common share, the compensation payable to our Manager would be reduced if we execute share repurchases,
creating a conflict of interest. Furthermore, our Manager may have limited incentive to devote sufficient time and effort to seeking
investments that provide attractive risk-adjusted returns for our investment portfolio. This in turn could harm our ability to make
distributions to our stockholders and the market price of our common stock.
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Our Manager's liability is limited under the management agreement, and we have agreed to indemnify our Manager against
certain liabilities.
The management agreement provides that our Manager will not assume any responsibility other than to provide the services
specified in the management agreement. The agreement further provides that our Manager is not responsible for any action of our
Board of Directors in following or declining to follow its advice or recommendations. In addition, our Manager and its respective
affiliates, managers, officers, directors, employees and members will be held harmless from, and indemnified by us against, certain
liabilities on customary terms.
Our results are dependent upon the efforts of our Manager.
Our Manager's success, which is largely determinative of our own success, depends on many factors, including the availability
of attractive risk-adjusted investment opportunities that satisfy our targeted investment strategies and then identifying and
consummating them on favorable terms, the level and volatility of interest rates, its ability to access on our behalf short-term and
long-term financing on favorable terms and conditions in the financial markets, real estate market and the economy, as to which
no assurances can be given. In addition, our Manager may face substantial competition for attractive investment opportunities.
Our Manager may not be able to successfully cause us to make investments with attractive risk-adjusted returns.
Risks Related to Our Taxation as a REIT
If we fail to remain qualified as a REIT, we will be subject to tax as a regular corporation and could face a substantial tax
liability, which would reduce the amount of cash available for distribution to our stockholders.
We operate in a manner that allows us to qualify as a REIT for federal income tax purposes. Although we do not intend to
request a ruling from the IRS as to our REIT qualification, we have received an opinion of Skadden, Arps, Slate, Meagher & Flom
LLP with respect to our qualification as a REIT. Investors should be aware, however, that opinions of counsel are not binding on
the IRS or any court. The opinion of Skadden, Arps, Slate, Meagher & Flom LLP represents only the view of our counsel based
on our counsel's review and analysis of existing law and on certain representations as to factual matters and covenants made by
us and our Manager, including representations relating to the values of our assets and the sources of our income. The opinion is
expressed as of the date issued and does not cover subsequent periods. Skadden, Arps, Slate, Meagher & Flom LLP has no obligation
to advise us or the holders of our common stock of any subsequent change in the matters stated, represented or assumed, or of
any subsequent change in applicable law. Furthermore, both the validity of the opinion of Skadden, Arps, Slate, Meagher & Flom
LLP, and our qualification as a REIT depend on our satisfaction of certain asset, income, organizational, distribution, stockholder
ownership and other requirements on a continuing basis, the results of which are not monitored by Skadden, Arps, Slate, Meagher &
Flom LLP. Our ability to satisfy the asset tests depends upon our analysis of the characterization and fair market values of our
assets, some of which are not susceptible to a precise determination, and for which we will not obtain independent appraisals. Our
compliance with the annual REIT income and quarterly asset requirements also depends upon our ability to successfully manage
the composition of our income and assets on an ongoing basis. Moreover, the proper classification of an instrument as debt or
equity for federal income tax purposes may be uncertain in some circumstances, which could affect the application of the REIT
qualification requirements as described below. Accordingly, there can be no assurance that the IRS will not contend that our
interests in subsidiaries or in securities of other issuers will not cause a violation of the REIT requirements.
If we were to fail to qualify as a REIT in any taxable year, we would be subject to federal income tax, including any applicable
alternative minimum tax, on our taxable income at regular corporate rates, and dividends paid to our stockholders would not be
deductible by us in computing our taxable income. Any resulting corporate tax liability could be substantial and would reduce the
amount of cash available for distribution to our stockholders, which in turn could have an adverse impact on the value of our
common stock. Unless we were entitled to relief under certain Internal Revenue Code provisions, we also would be disqualified
from taxation as a REIT for the four taxable years following the year in which we failed to qualify as a REIT.
Distributions payable by REITs do not qualify for the reduced tax rates available for some dividends.
The maximum tax rate applicable to income from "qualified dividends" payable to domestic stockholders that are individuals,
trusts and estates is currently 20%. Distributions of ordinary income payable by REITs, however, generally are not eligible for the
reduced rates. Although this legislation does not adversely affect the taxation of REITs or distributions payable by REITs, the
more favorable rates applicable to regular corporate qualified dividends could cause investors who are individuals, trusts and
estates to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations
that pay dividends, which could adversely affect the value of the stock of REITs, including our common stock.
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REIT distribution requirements could adversely affect our ability to execute our business plan.
We generally must distribute annually at least 90% of our taxable income, subject to certain adjustments and excluding any
net capital gain, in order for federal corporate income tax not to apply to earnings that we distribute. To the extent that we satisfy
this distribution requirement, but distribute less than 100% of our taxable income, we will be subject to federal corporate income
tax on our undistributed taxable income. In addition, we will be subject to a non-deductible 4% excise tax if the actual amount
distributed to our stockholders in a calendar year is less than a minimum amount specified under federal tax laws. We intend to
make distributions to our stockholders to comply with the REIT qualification requirements of the Internal Revenue Code.
From time to time, we may generate taxable income greater than our income for financial reporting purposes prepared in
accordance with GAAP, or differences in timing between the recognition of taxable income and the actual receipt of cash may
occur. For example, if we purchase agency securities at a discount, we are generally required to accrete the discount into taxable
income prior to receiving the cash proceeds of the accreted discount at maturity. Additionally, if we incur capital losses in excess
of capital gains, such net capital losses are not allowed to reduce our taxable income for purposes of determining our distribution
requirement. Such net capital losses may be carried forward for a period of up to five years and applied against future capital gains
subject to the limitation of our ability to generate sufficient capital gains, which cannot be assured. If we do not have other funds
available in these situations we could be required to borrow funds on unfavorable terms, sell investments at disadvantageous prices
or distribute amounts that would otherwise be invested in future acquisitions to make distributions sufficient to maintain our
qualification as a REIT, or avoid corporate income tax and the 4% excise tax in a particular year. These alternatives could increase
our costs or reduce our stockholders' equity. Thus, compliance with the REIT requirements may hinder our ability to grow, which
could adversely affect the value of our common stock.
We may in the future choose to pay dividends in our own stock, in which case you may be required to pay income taxes in
excess of the cash dividends you receive.
We may in the future distribute taxable dividends that are payable in cash and shares of our common stock at the election
of each stockholder. Taxable stockholders receiving such dividends will be required to include the full amount of the dividend as
ordinary income to the extent of our current and accumulated earnings and profits for U.S. federal income tax purposes. As a
result, stockholders may be required to pay income taxes with respect to such dividends in excess of the cash dividends received.
If a U.S. stockholder sells the stock that it receives as a dividend in order to pay this tax, the sales proceeds may be less than the
amount included in income with respect to the dividend, depending on the market price of our stock at the time of the sale.
Furthermore, with respect to certain non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividends,
including in respect of all or a portion of such dividend that is payable in stock. In addition, if a significant number of our stockholders
determine to sell shares of our common stock in order to pay taxes owed on dividends, it may put downward pressure on the
trading price of our common stock.
Even if we remain qualified as a REIT, we may face other tax liabilities that reduce our cash flow.
Even if we remain qualified for taxation as a REIT, we may be subject to certain federal, state and local taxes on our income
and assets, including taxes on any undistributed income, tax on income from some activities conducted as a result of a foreclosure,
excise taxes, state or local income, property and transfer taxes, such as mortgage recording taxes, and other taxes. In addition, in
order to meet the REIT qualification requirements, prevent the recognition of certain types of non-cash income, or to avert the
imposition of a 100% tax that applies to certain gains derived by a REIT from dealer property or inventory, we may hold some of
our assets through our TRS or other subsidiary corporations that will be subject to corporate level income tax at regular rates. In
addition, if we lend money to a TRS, the TRS may be unable to deduct all or a portion of the interest paid to us, which could result
in an even higher corporate level tax liability. Any of these taxes would decrease cash available for distribution to our stockholders.
Complying with REIT requirements may cause us to forgo otherwise attractive opportunities.
To remain qualified as a REIT for federal income tax purposes, we must continually satisfy tests concerning, among other
things, the sources of our income, the nature and diversification of our assets, the amounts that we distribute to our stockholders
and the ownership of our stock. We may be required to make distributions to stockholders at disadvantageous times or when we
do not have funds readily available for distribution, and may be unable to pursue investments that would be otherwise advantageous
to us in order to satisfy the source-of-income or asset-diversification requirements for qualifying as a REIT. Thus, compliance
with the REIT requirements may hinder our ability to make and, in certain cases, to maintain ownership of, certain attractive
investments.
Complying with REIT requirements may force us to liquidate otherwise attractive investments.
To remain qualified as a REIT, we must ensure that at the end of each calendar quarter, at least 75% of the value of our assets
consists of cash, cash items, government securities and qualified real estate assets. The remainder of our investment in securities
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(other than government securities and qualified real estate assets) generally cannot include more than 10% of the outstanding
voting securities of any one issuer or more than 10% of the total value of the outstanding securities of any one issuer. In addition,
in general, no more than 5% of the value of our assets (other than government securities and qualified real estate assets) can consist
of the securities of any one issuer, and no more than 25% of the value of our total assets can be represented by securities of one
or more TRSs. If we fail to comply with these requirements at the end of any calendar quarter, we must correct the failure within
30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing our REIT qualification
and suffering adverse tax consequences. As a result, we may be required to liquidate from our investment portfolio otherwise
attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to our
stockholders.
The failure of assets subject to repurchase agreements to qualify as real estate assets could adversely affect our ability to remain
qualified as a REIT.
We enter into certain financing arrangements that are structured as sale and repurchase agreements pursuant to which we
nominally sell certain of our assets to a counterparty and simultaneously enter into an agreement to repurchase these assets at a
later date in exchange for a purchase price. Economically, these agreements are financings that are secured by the assets sold
pursuant thereto. We believe that we would be treated for REIT asset and income test purposes as the owner of the assets that are
the subject of any such sale and repurchase agreement notwithstanding that such agreement may transfer record ownership of the
assets to the counterparty during the term of the agreement. It is possible, however, that the IRS could assert that we did not own
the assets during the term of the sale and repurchase agreement, in which case we could fail to remain qualified as a REIT.
Distributions to tax-exempt investors may be classified as unrelated business taxable income.
Neither ordinary nor capital gain distributions with respect to our common stock nor gain from the sale of common stock
should generally constitute unrelated business taxable income to a tax-exempt investor. However, there are certain exceptions to
this rule. In particular:
•
•
•
•
part of the income and gain recognized by certain qualified employee pension trusts with respect to our common
stock may be treated as unrelated business taxable income if shares of our common stock are predominantly held by
qualified employee pension trusts, and we are required to rely on a special look-through rule for purposes of meeting
one of the REIT ownership tests, and we are not operated in a manner to avoid treatment of such income or gain as
unrelated business taxable income;
part of the income and gain recognized by a tax-exempt investor with respect to our common stock would constitute
unrelated business taxable income if the investor incurs debt in order to acquire the common stock;
part or all of the income or gain recognized with respect to our common stock by social clubs, voluntary employee
benefit associations, supplemental unemployment benefit trusts and qualified group legal services plans which are
exempt from federal income taxation under the Internal Revenue Code may be treated as unrelated business taxable
income; and
to the extent that we are (or a part of us, or a disregarded subsidiary of ours, is) a "taxable mortgage pool," or if we
hold residual interests in a REMIC, a portion of the distributions paid to a tax-exempt stockholder that is allocable
to excess inclusion income may be treated as unrelated business taxable income.
Liquidation of assets may jeopardize our REIT qualification or create additional tax liability for us.
To remain qualified as a REIT, we must comply with requirements regarding the composition of our assets and our sources
of income. If we are compelled to liquidate our investments to repay obligations to our lenders, we may be unable to comply with
these requirements, ultimately jeopardizing our qualification as a REIT, or we may be subject to a 100% tax on any resultant gain
if we sell assets that are treated as dealer property or inventory.
Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities.
The REIT provisions of the Internal Revenue Code could substantially limit our ability to hedge our liabilities. Any income
from a properly designated hedging transaction we enter into to manage risk of interest rate changes with respect to borrowings
made or to be made, or ordinary obligations incurred or to be incurred, to acquire or carry real estate assets generally does not
constitute "gross income" for purposes of the 75% or 95% gross income tests. To the extent that we enter into other types of
hedging transactions, the income from those transactions is likely to be treated as non-qualifying income for purposes of both of
the gross income tests. As a result of these rules, we may have to limit our use of advantageous hedging techniques or implement
those hedges through our TRS. This could increase the cost of our hedging activities because our TRS would be subject to tax on
gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition,
losses in our TRS will generally not provide any tax benefit, except for being carried forward against future taxable income in the
TRS.
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Uncertainty exists with respect to the treatment of our TBAs for purposes of the REIT asset and income tests.
We purchase and sell agency mortgage-backed securities through TBAs and recognize income or gains from the disposition
of those TBAs, through dollar roll transactions or otherwise, and may continue to do so in the future. While there is no direct
authority with respect to the qualification of TBAs as real estate assets or U.S. Government securities for purposes of the 75%
asset test or the qualification of income or gains from dispositions of TBAs as gains from the sale of real property (including
interests in real property and interests in mortgages on real property) or other qualifying income for purposes of the 75% gross
income test, we treat our TBAs as qualifying assets for purposes of the REIT 75% asset test, and we treat income and gains from
our TBAs as qualifying income for purposes of the 75% gross income test, based on an opinion of Skadden, Arps, Slate, Meagher
& Flom LLP substantially to the effect that (i) for purposes of the REIT asset tests, our ownership of a TBA should be treated as
ownership of the underlying agency securities, and (ii) for purposes of the 75% REIT gross income test, any gain recognized by
us in connection with the settlement of our TBAs should be treated as gain from the sale or disposition of the underlying agency
securities. Opinions of counsel are not binding on the IRS, and no assurance can be given that the IRS will not successfully
challenge the conclusions set forth in such opinions. In addition, it must be emphasized that the opinion of Skadden, Arps, Slate,
Meagher & Flom LLP is based on various assumptions relating to our TBAs and is conditioned upon fact-based representations
and covenants made by our management regarding our TBAs. No assurance can be given that the IRS would not assert that such
assets or income are not qualifying assets or income. If the IRS were to successfully challenge the opinion of Skadden, Arps, Slate,
Meagher & Flom LLP, we could be subject to a penalty tax or we could fail to remain qualified as a REIT if a sufficient portion
of our assets consists of TBAs or a sufficient portion of our income consists of income or gains from the disposition of TBAs.
Qualifying as a REIT involves highly technical and complex provisions of the Internal Revenue Code.
Qualification as a REIT involves the application of highly technical and complex Internal Revenue Code provisions for
which only limited judicial and administrative authorities exist. Even a technical or inadvertent violation could jeopardize our
REIT qualification. Our qualification as a REIT depends on our satisfaction of certain asset, income, organizational, distribution,
stockholder ownership and other requirements on a continuing basis. In addition, our ability to satisfy the requirements to remain
qualified as a REIT depends in part on the actions of third parties over which we have no control or only limited influence, including
in cases where we own an equity interest in an entity that is classified as a partnership for federal income tax purposes.
The tax on prohibited transactions will limit our ability to engage in transactions, including certain methods of structuring
CMOs, which would be treated as prohibited transactions for federal income tax purposes.
Net income that we derive from a prohibited transaction is subject to a 100% tax. The term "prohibited transaction" generally
includes a sale or other disposition of property (including agency securities, but other than foreclosure property, as discussed
below) that is held primarily for sale to customers in the ordinary course of a trade or business by us or by a borrower that has
issued a shared appreciation mortgage or similar debt instrument to us. We could be subject to this tax if we were to dispose of or
structure CMOs in a manner that was treated as a prohibited transaction for federal income tax purposes.
We intend to conduct our operations at the REIT level so that no asset that we own (or are treated as owning) will be treated
as, or as having been, held for sale to customers, and that a sale of any such asset will not be treated as having been in the ordinary
course of our business. As a result, we may choose not to engage in certain transactions at the REIT level, and may limit the
structures we utilize for our CMO transactions, even though the sales or structures might otherwise be beneficial to us. In addition,
whether property is held "primarily for sale to customers in the ordinary course of a trade or business" depends on the particular
facts and circumstances. No assurance can be given that any property that we sell will not be treated as property held for sale to
customers, or that we can comply with certain safe-harbor provisions of the Internal Revenue Code that would prevent such
treatment. The 100% tax does not apply to gains from the sale of property that is held through a TRS or other taxable corporation,
although such income will be subject to tax in the hands of the corporation at regular corporate rates. We intend to structure our
activities to avoid prohibited transaction characterization.
New legislation or administrative or judicial action, in each instance potentially with retroactive effect, could make it more
difficult or impossible for us to remain qualified as a REIT.
The present federal income tax treatment of REITs may be modified, possibly with retroactive effect, by legislative, judicial
or administrative action at any time, which could affect the federal income tax treatment of an investment in us. The federal income
tax rules dealing with REITs constantly are under review by persons involved in the legislative process, the IRS and the U.S.
Treasury Department, which results in statutory changes as well as frequent revisions to regulations and interpretations. Revisions
in federal tax laws and interpretations thereof could affect or cause us to change our investments and commitments and affect the
tax considerations of an investment in us.
30
Risks Related to Our Business Structure
Loss of our exemption from regulation pursuant to the Investment Company Act would adversely affect us.
We conduct our business so as not to become regulated as an investment company under the Investment Company Act in
reliance on the exemption provided by Section 3(c)(5)(C) of the Investment Company Act. Section 3(c)(5)(C), as interpreted by
the staff of the SEC, requires that: (i) at least 55% of our investment portfolio consist of "mortgages and other liens on and interest
in real estate," or "qualifying real estate interests," and (ii) at least 80% of our investment portfolio consist of qualifying real estate
interests plus "real estate-related assets."
In satisfying this 55% requirement, based on pronouncements of the SEC staff, we treat agency mortgage-backed securities
issued with respect to an underlying pool of mortgage loans in which we hold all of the certificates issued by a pool, or a "whole
pool", as qualifying real estate interests. However, the real estate related assets that we acquire are limited by the provisions of
the Investment Company Act and the rules and regulations promulgated thereunder. If the SEC determines that any of these
securities are not qualifying interests in real estate or real estate-related assets, adopts a contrary interpretation with respect to
these securities or otherwise believes we do not satisfy the above exceptions or changes its interpretation of the above exceptions,
we could be required to restructure our activities or sell certain of our assets. We may be required at times to adopt less efficient
methods of financing certain of our mortgage related investments and we may be precluded from acquiring certain types of higher
yielding securities. The net effect of these factors would be to lower our net interest income. If we fail to qualify for an exemption
from registration as an investment company or an exclusion from the definition of an investment company, our ability to use
leverage would be substantially reduced. Our business will be materially and adversely affected if we fail to qualify for this
exemption from regulation pursuant to the Investment Company Act.
Risks Related to Our Common Stock
The market price and trading volume of our common stock may be volatile.
The market price of our common stock may be highly volatile and be subject to wide fluctuations. In addition, the trading
volume in our common stock may fluctuate and cause significant price variations to occur. The stock market has experienced
extreme price and volume fluctuations that have affected the market price of many companies in industries similar or related to
ours and that have been unrelated to these companies' operating performances. If the market price of our common stock declines
significantly, you may be unable to resell your shares at a gain. Further, fluctuations in the trading price of our common stock may
adversely affect the liquidity of the trading market for our common stock and, in the event that we seek to raise capital through
future equity financings, our ability to raise such equity capital.
We cannot assure you that the market price of our common stock will not fluctuate or decline significantly in the future.
Some of the factors that could negatively affect our share price or result in fluctuations in the price or trading volume of our
common stock include:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
actual or anticipated variations in our quarterly operating results or distributions;
changes in our earnings estimates or publication of research reports about us or the real estate or specialty finance
industry;
increases in market interest rates that lead purchasers of our shares of common stock to demand a higher yield;
changes in market valuations of similar companies;
adverse market reaction to any increased indebtedness we incur in the future;
issuance of additional equity securities;
our repurchases of shares of our common stock;
actions by institutional stockholders;
additions or departures of key management personnel, or changes in our relationship with our Manager or American
Capital;
speculation in the press or investment community;
price and volume fluctuations in the stock market from time to time, which are often unrelated to the operating
performance of particular companies;
changes in regulatory policies, tax laws and financial accounting and reporting standards, particularly with respect
to REITs, or applicable exemptions from the Investment Company Act of 1940, as amended;
actual or anticipated changes in our dividend policy and earnings or variations in operating results;
any shortfall in revenue or net income or any increase in losses from levels expected by securities analysts;
decreases in our net asset value per share;
loss of major repurchase agreement providers; and
31
•
general market and economic conditions.
Future offerings of debt securities, which would rank senior to our preferred and common stock upon our liquidation, and
future offerings of equity securities, which would dilute our existing stockholders and may be senior to our common stock for
the purposes of dividend and liquidating distributions, may adversely affect the market price of our common stock.
In the future, we may raise capital through the issuance of debt or equity securities. Upon liquidation, holders of our debt
securities, if any, preferred stock and lenders with respect to other borrowings will be entitled to our available assets prior to the
holders of our common stock. Additional equity offerings may dilute the holdings of our existing stockholders or reduce the
market price of our common stock, or both. Our preferred stock has a preference on liquidating distributions and a preference on
dividend payments that could limit our ability to pay dividends to the holders of our common stock. Sales of substantial amounts
of our common stock, or the perception that these sales could occur, could have a material adverse effect on the price of our
common stock. Because our decision to issue debt or equity securities in any future offering will depend on market conditions
and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings. Thus
holders of our common stock bear the risk of our future offerings reducing the market price of our common stock and diluting the
value of their stock holdings in us.
Future sales of shares of our common stock may depress the price of our shares.
We cannot predict the effect, if any, of future sales of our common stock or the availability of shares for future sales on the
market price of our common stock. Any sales of a substantial number of our shares in the public market, or the perception that
sales might occur, may cause the market price of our shares to decline.
We have not established a minimum dividend payment level and we cannot assure you of our ability to pay dividends in the
future.
We intend to pay monthly dividends to our common stockholders and to distribute all or substantially all of our taxable
income within the limits prescribed by the Internal Revenue Code. However, we have not established a minimum dividend payment
level and the amount of our dividend will fluctuate. Our ability to pay dividends may be adversely affected by the risk factors
described herein. All distributions will be made at the discretion of our Board of Directors and will depend on our earnings, our
financial condition, the requirements for REIT qualification and such other factors as our Board of Directors may deem relevant
from time to time. We may not be able to make distributions in the future or our Board of Directors may change our dividend
policy in the future. In addition, some of our distributions may include a return of capital. To the extent that we decide to pay
dividends in excess of our current and accumulated tax earnings and profits, such distributions would generally be considered a
return of capital for federal income tax purposes. A return of capital reduces the basis of a stockholder's investment in our common
stock to the extent of such basis and is treated as capital gain thereafter.
An increase in market interest rates may cause a material decrease in the market price of our common stock.
One of the factors that investors may consider in deciding whether to buy or sell shares of our common stock is our distribution
rate as a percentage of our share price relative to market interest rates. If the market price of our common stock is based primarily
on the earnings and return that we derive from our investments and income with respect to our investments and our related
distributions to stockholders, and not from the market value of the investments themselves, then interest rate fluctuations and
capital market conditions are likely to affect adversely the market price of our common stock. For instance, if market rates rise
without an increase in our distribution rate, the market price of our common stock could decrease as potential investors may require
a higher distribution yield on our common stock or seek other securities paying higher distributions or interest. In addition, rising
interest rates would result in increased interest expense on our variable rate debt, thereby reducing cash flow and our ability to
service our indebtedness and pay distributions.
The stock ownership limit imposed by the Internal Revenue Code for REITs and our amended and restated certificate of
incorporation may restrict our business combination opportunities.
To qualify as a REIT under the Internal Revenue Code, not more than 50% in value of our outstanding stock may be owned,
directly or indirectly, by five or fewer individuals (as defined in the Internal Revenue Code to include certain entities) at any time
during the last half of each taxable year in which we qualify as a REIT. Our amended and restated certificate of incorporation,
with certain exceptions, authorizes our Board of Directors to take the actions that are necessary and desirable to qualify as a REIT.
Pursuant to our amended and restated certificate of incorporation, no person may beneficially or constructively own more than
9.8% in value or in number of shares, whichever is more restrictive, of our common or capital stock.
Our Board of Directors may grant an exemption from this 9.8% stock ownership limitation, in its sole discretion, subject to
such conditions, representations and undertakings as it may determine are reasonably necessary. Pursuant to our amended and
32
restated certificate of incorporation, our Board of Directors has the power to increase or decrease the percentage of common or
capital stock that a person may beneficially or constructively own. However, any decreased stock ownership limit will not apply
to any person whose percentage ownership of our common or capital stock, as the case may be, is in excess of such decreased
stock ownership limit until that person's percentage ownership of our common or capital stock, as the case may be, equals or falls
below the decreased stock ownership limit. Until such a person's percentage ownership of our common or capital stock, as the
case may be, falls below such decreased stock ownership limit, any further acquisition of our common or capital stock will be in
violation of the decreased stock ownership limit.
The ownership limits imposed by the tax law are based upon direct or indirect ownership by "individuals," but only during
the last half of a tax year. The ownership limits contained in our amended and restated certificate of incorporation apply to the
ownership at any time by any "person," which term includes entities. Any attempt to own or transfer shares of our common stock
or capital stock in violations of these restrictions may result in the shares being transferred to a charitable trust or may be void.
These ownership limitations are intended to assist us in complying with the tax law requirements, and to minimize administrative
burdens. However, these ownership limits might also delay or prevent a transaction or a change in our control that might involve
a premium price for our common stock or otherwise be in the best interest of our stockholders.
The stock ownership limitation contained in our amended and restated certificate of incorporation generally does not permit
ownership in excess of 9.8% of our common or capital stock, and attempts to acquire our common or capital stock in excess
of these limits will be ineffective unless an exemption is granted by our Board of Directors.
As described above, our amended and restated certificate of incorporation generally prohibits beneficial or constructive
ownership by any person of more than 9.8% (by value or by number of shares, whichever is more restrictive) of our common or
capital stock, unless exempted by our Board of Directors. Our amended and restated certificate of incorporation's constructive
ownership rules are complex and may cause the outstanding stock owned by a group of related individuals or entities to be deemed
to be constructively owned by one individual or entity. As a result, the acquisition of less than these percentages of the outstanding
stock by an individual or entity could cause that individual or entity to own constructively in excess of these percentages of the
outstanding stock and thus be subject to our amended and restated certificate of incorporation's ownership limit. Any attempt to
own or transfer shares of our common or preferred stock in excess of the ownership limit without the consent of the Board of
Directors will result in the shares being automatically transferred to a charitable trust or, if the transfer to a charitable trust would
not be effective, such transfer being treated as invalid from the outset.
Anti-takeover provisions in our amended and restated certificate of incorporation and bylaws could discourage a change of
control that our stockholders may favor, which could also adversely affect the market price of our common stock.
Provisions in our amended and restated certificate of incorporation and bylaws may make it more difficult and expensive
for a third party to acquire control of us, even if a change of control would be beneficial to our stockholders. We could issue a
series of preferred stock to impede the completion of a merger, tender offer or other takeover attempt. The anti-takeover provisions
in our amended and restated certificate of incorporation and bylaws may impede takeover attempts, or other transactions, that may
be in the best interests of our stockholders and, in particular, our common stockholders. In addition, the market price of our common
stock could be adversely affected to the extent that provisions of our amended and restated certificate of incorporation and bylaws
discourage potential takeover attempts, or other transactions, that our stockholders may favor.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
We do not own any property. Our executive offices are located in Bethesda, Maryland in office space shared with American
Capital.
Item 3. Legal Proceedings
From time to time, we may be involved in various claims and legal actions arising in the ordinary course of business. As
of December 31, 2014, we had no legal proceedings.
Item 4. Mine Safety Disclosures
Not applicable.
33
PART II.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Quarterly Stock Prices and Dividend Declarations
Our common stock is listed on the NASDAQ Global Select Market under the symbol "AGNC." As of January 31, 2015,
we had 1,072 stockholders of record. Most of the shares of our common stock are held by brokers and other institutions on behalf
of stockholders.
The following table sets forth the range of high and low sales prices of our common stock as reported on the NASDAQ
Global Select Market and quarterly dividends declared on our common stock for fiscal years 2014 and 2013:
Common Stock
Sales Prices
High
Low
Dividends
Declared 1
2014
Fourth Quarter ............................. $
22.76 $
Third Quarter ............................... $
22.37 $
Second Quarter ............................ $
21.92 $
First Quarter................................. $
20.12 $
2013
Fourth Quarter ............................. $
24.30 $
Third Quarter ............................... $
24.58 $
Second Quarter ............................ $
33.31 $
First Quarter................................. $
33.28 $
20.27
20.27
19.33
16.99
18.84
20.20
22.22
29.40
$
$
$
$
$
$
$
$
0.66
0.65
0.65
0.65
0.65
0.80
1.05
1.25
_______________________
1. During the fourth quarter of 2014, we commenced declaring cash dividends on our common stock on a monthly basis. Amount represents total cash
dividends per share of common stock declared during each quarterly period.
We intend to pay monthly dividends to our common stockholders and to distribute all of our annual taxable income in a
timely manner. This will enable us to qualify for the tax benefits accorded to a REIT under the Internal Revenue Code. We have
not established a minimum dividend payment level and our ability to pay dividends may be adversely affected for the reasons
described under the caption "Risk Factors."
In addition, holders of our 8.000% Series A Cumulative Redeemable Preferred Stock ("Series A Preferred Stock") and our
7.750% Series B Cumulative Redeemable Preferred Stock ("Series B Preferred Stock") (each underlying depositary share
representing a 1/1000th interest in a share of our Series B Preferred Stock) are entitled to receive cumulative cash dividends at a
rate of 8.000% and 7.750% per annum, respectively, of their aggregate liquidation preference of $173 million and $175 million,
respectively, before holders of our common stock are entitled to receive any dividends. Under certain circumstances upon a change
of control, the Series A and Series B Preferred Stock are convertible to shares of our common stock. All distributions will be made
at the discretion of our Board of Directors and will depend on our earnings, our financial condition, maintenance of our REIT
status and such other factors as our Board of Directors may deem relevant from time to time.
The following table summarizes dividends declared on our common stock for fiscal years 2014 and 2013 and their related
tax characterization:
Dividends Declared per Share
of Common Stock
Dividends
Declared Per
Share
Ordinary
Income Per
Share
Qualified
Dividends
Long-Term
Capital Gains Per
Share
Fiscal Year 2014.....................
Fiscal Year 2013.....................
$
$
2.61
3.75
$
$
2.610000
3.750000
$
$
— $
0.029963
$
—
—
Tax Characterization
Our stock transfer agent and registrar is Computershare Investor Services. Requests for information from Computershare
can be sent to Computershare Investor Services, P.O. Box 43078, Providence, RI 02940-3078 and their telephone number is
1-800-733-5001.
34
Equity Compensation Plan Information
We have adopted a long term stock incentive plan, or Incentive Plan, to provide for the issuance of equity-based awards,
including stock options, restricted stock units and unrestricted stock awards to our independent directors.
The following table provides information as of December 31, 2014 concerning shares of our common stock authorized
for issuance under our existing Incentive Plan.
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
Weighted
average exercise
price of
outstanding
options, warrants
and rights
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in the first
column of this table)
Plan Category
Equity compensation plans approved by security holders 1......
Equity compensation plans not approved by security holders..
32,060
—
Total ..........................................................................................
32,060
_________________________________________________________
$
$
—
—
—
29,440
—
29,440
1. Represents unvested restricted stock units and unvested shares of restricted stock awarded to our independent directors.
Performance Graph
The following graph and table compare a stockholder's cumulative total return, assuming $100 invested at December 31,
2009, with the reinvestment of all dividends, as if such amounts had been invested in: (i) our common stock; (ii) the stocks included
in the Standard & Poor's 500 Stock Index ("S&P 500"); (iii) the stocks included in the FTSE NAREIT Mortgage REIT Index;
(iv) an index of selected issuers in our Agency REIT Peer group, composed of Annaly Capital Management, Inc., Anworth Mortgage
Asset Corporation, Capstead Mortgage Corporation, Hatteras Financial Corporation, CYS Investments, Inc. and Armour
Residential REIT, Inc. ("Agency REIT Peer Group").
35
December 31,
2014
2013
2012
2011
2010
American Capital Agency...........................
S&P 500 ......................................................
FTSE NAREIT Mortgage REITs................
Agency REIT Peer Group...........................
$
$
$
$
185.95
205.14
165.76
120.81
$
$
$
$
146.24
180.44
140.61
99.84
$
$
$
$
188.25
136.30
143.43
125.08
$
$
$
$
156.74
117.49
119.63
123.33
$
$
$
$
132.14
115.06
122.60
118.70
The information in the share performance graph and table has been obtained from sources believed to be reliable, but neither
its accuracy nor its completeness can be guaranteed. The historical information set forth above is not necessarily indicative of
future performance. Accordingly, we do not make or endorse any predictions as to future share performance.
36
Item 6. Selected Financial Data
The following selected financial data is derived from our audited financial statements for the five fiscal years ended
December 31, 2014. The selected financial data should be read in conjunction with the more detailed information contained in
the Financial Statements and Notes thereto and "Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere in this Annual Report on Form 10-K.
($ in millions, except per share amounts)
Balance Sheet Data
2014
2013
2012
2011
2010
December 31,
Investment portfolio, at fair value ...........................................................
$ 56,748
$ 65,941
$ 85,245
$ 54,683
$ 13,510
Total assets...............................................................................................
$ 67,766
$ 76,255
$100,453
$ 57,972
$ 14,476
Repurchase agreements and other debt....................................................
$ 51,057
$ 64,443
$ 75,415
$ 47,735
$ 11,753
Total liabilities .........................................................................................
$ 58,338
$ 67,558
$ 89,557
$ 51,760
$ 12,904
Total stockholders' equity........................................................................
Net asset value per common share as of period end 1..............................
$ 9,428
$ 8,697
$ 10,896
$ 6,212
$ 1,572
$ 25.74
$ 23.93
$ 31.64
$ 27.71
$ 24.24
Fiscal Year
Statement of Comprehensive Income Data (unaudited)
2014
2013
2012
2011
2010
Interest income.........................................................................................
Interest expense 2 .....................................................................................
Net interest income ..................................................................................
Other (loss) income, net 2 ........................................................................
Expenses ..................................................................................................
(Loss) income before income tax ............................................................
Provision for income tax, net...................................................................
Net (loss) income.....................................................................................
Dividend on preferred stock ....................................................................
Net (loss) income (attributable) available to common shareholders .......
Net (loss) income.....................................................................................
Other comprehensive income (loss) 2 ......................................................
Comprehensive income (loss)..................................................................
Dividend on preferred stock ....................................................................
Comprehensive income (loss) available (attributable) to common
$ 1,472
$ 2,193
$ 2,109
$ 1,109
$
372
1,100
(1,192)
141
(233)
—
(233)
23
536
1,657
(217)
168
1,272
13
1,259
14
512
1,597
(157)
144
1,296
19
1,277
10
$
$
(256)
$ 1,245
$ 1,267
(233)
$ 1,259
$ 1,277
1,813
1,580
23
(2,938)
(1,679)
14
1,244
2,521
10
285
824
26
74
776
6
770
—
770
770
379
1,149
—
$
$
$
$
253
76
177
130
19
288
—
288
—
288
288
(88)
200
—
shareholders .......................................................................................
$ 1,557
$ (1,693)
$ 2,511
$ 1,149
$
200
Weighted average number of common shares outstanding - basic and
diluted ......................................................................................................
Net (loss) income per common share - basic and diluted........................
Comprehensive income (loss) per common share - basic and diluted.....
Dividends declared per common share....................................................
353.3
(0.72)
4.41
2.61
$
$
$
379.1
3.28
(4.47)
3.75
$
$
$
303.9
153.3
$
$
$
4.17
8.26
5.00
$
$
$
5.02
7.50
5.60
$
$
$
36.5
7.89
5.49
5.60
37
Other Data (unaudited)
Average agency securities, at par.............................................................
Average agency securities, at cost ...........................................................
Average total assets, at fair value ............................................................
Net TBA dollar roll position - at par, (as of period end) .......................
Net TBA dollar roll position - at cost, (as of period end).......................
Net TBA dollar roll position - at market value, (as of period end) .........
Net TBA dollar roll position - at carrying value, (as of period end) 3 .....
Average net TBA dollar roll position, at cost..........................................
Average repurchase agreements and other debt 4 ....................................
Average stockholders' equity 5.................................................................
Average coupon 6 .....................................................................................
Average asset yield 7 ................................................................................
Average cost of funds 8 ............................................................................
Average net interest rate spread...............................................................
Average net interest rate spread, including estimated TBA dollar roll
income 9 ...................................................................................................
Average coupon (as of period end)..........................................................
Average asset yield (as of period end).....................................................
Average cost of funds (as of period end) 10 .............................................
Average net interest rate spread (as of period end)..................................
Net comprehensive income (loss) return on average common equity 11 .
Economic return (loss) on common equity 12 ..........................................
Leverage (average during the period) 13 .................................................
Leverage, including net TBA dollar roll position (average during the
period) 14 ..................................................................................................
Leverage (as of period end) 15 .................................................................
Leverage, including net TBA dollar roll position (as of period end) 16...
Expenses % of average total assets..........................................................
Expenses % of average assets, including average net TBA dollar roll
position - annualized................................................................................
Expenses % of average stockholders' equity ...........................................
2014
$53,578
$56,051
$67,007
$14,412
$14,576
$14,768
$192
$13,212
$50,015
$9,295
2013
$75,263
$79,056
$96,956
$2,119
$2,276
$2,271
$(5)
$11,383
$71,753
$10,394
3.63 %
2.63 %
(1.40)%
1.23 %
1.75 %
3.65 %
2.74 %
(1.40)%
1.34 %
17.3 %
18.5 %
5.5:1
7.0:1
5.3:1
6.9:1
3.59 %
2.77 %
(1.34)%
1.43 %
1.63 %
3.58 %
2.70 %
(1.31)%
1.39 %
(16.6)%
(12.5)%
6.9:1
8.0:1
7.3:1
7.5:1
Fiscal Year
2012
$71,002
$74,588
$86,172
$12,477
$12,775
$12,870
$95
$3,294
$68,810
$9,473
3.90 %
2.82 %
(1.11)%
1.71 %
1.77 %
3.69 %
2.61 %
2011
$33,243
$34,726
$38,548
NM
NM
NM
NM
NM
2010
$6,992
$7,335
$8,100
NM
NM
NM
NM
NM
$31,840
$4,169
$6,865
$859
4.42 %
3.19 %
(1.00)%
2.19 %
5.03 %
3.44 %
(1.11)%
2.33 %
NM
NM
4.23 %
3.07 %
4.70 %
3.31 %
(1.22)%
(1.13)%
(1.03)%
1.39 %
26.9 %
32.2 %
7.3:1
7.6:1
7.0:1
8.2:1
1.94 %
27.6 %
37.4 %
7.6:1
2.28 %
23.3 %
32.7 %
8.0:1
NM
NM
7.9:1
7.8:1
NM
NM
0.21 %
0.17 %
0.17 %
0.19 %
0.23 %
0.18 %
1.52 %
0.15 %
1.61 %
0.16 %
1.52 %
NM
NM
1.77 %
2.19 %
_______________________
* Except as noted below, average numbers for each period are weighted based on days on our books and records. All percentages are annualized.
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
Net asset value per common share is calculated as our total stockholders' equity, less our Series A and Series B Preferred Stock aggregate liquidation
preference, divided by our number of common shares outstanding as of period end.
We voluntarily discontinued hedge accounting for our interest rate swaps as of September 30, 2011. Please refer to our Interest Expense and Cost of Funds
discussion further below and Notes 2 and 5 of our Consolidated Financial Statements in this Annual Report on Form 10-K for additional information
regarding our discontinuance of hedge accounting.
The carrying value of our net TBA position represents the difference between the market value and the cost basis of the TBA contract as of period-end and
is reported in derivative assets / (liabilities), at fair value on our accompanying consolidated balance sheets
Excludes U.S. Treasury repo agreements.
Average stockholders' equity calculated as our average month-end stockholders' equity during the period.
Average coupon for the period was calculated by dividing our total coupon (or cash) interest income on agency securities by our average agency securities
held at par.
Average asset yield for the period was calculated by dividing our total cash interest income on agency securities, adjusted for amortization of premiums
and discounts, by our average amortized cost of agency securities held.
Average cost of funds includes agency MBS repurchase agreements, debt of consolidated variable interest entities ("VIEs") and interest rate swaps currently
in effect, but excludes interest rate swap termination fees, forward starting swaps and costs associated with other supplemental hedges such as interest rate
swaptions and short U.S. Treasury or TBA positions. Average cost of funds for the period was calculated by dividing our total cost of funds by our average
repurchase agreements and debt of consolidated VIEs outstanding for the period.
TBA dollar roll income / (loss) is net of short TBAs used for hedging purposes. Dollar roll income excludes the impact of other supplemental hedges, and
is recognized in gain (loss) on derivative instruments and other securities, net.
Average cost of funds as of period end includes agency MBS repurchase agreements and debt of consolidated VIEs outstanding, plus the impact of interest
rate swaps in effect as of each period end and forward starting swaps becoming effective, net of swaps expiring, within three months of each period end,
but excludes costs associated with other supplemental hedges such as swaptions, U.S. Treasuries and TBA positions.
38
11.
12.
13.
14.
15.
16.
Net comprehensive income (loss) return on average common equity for the period was calculated by dividing our comprehensive income/(loss) available /
(attributable) to common shareholders by our average stockholders' equity, net of the Series A and Series B Preferred Stock aggregate liquidation preference.
Economic return (loss) on common equity represents the sum of the change in our net asset value per common share and our dividends declared on common
stock during the period over our beginning net asset value per common share.
Average leverage during the period was calculated by dividing our daily weighted average agency MBS repurchase agreements and debt of consolidated
VIEs outstanding for the period by the sum of our average stockholders' equity less our average investment in REIT equity securities for the period.
Leverage excludes U.S. Treasury repurchase agreements.
Average leverage, including net TBA dollar roll position, during the period includes the components of "leverage (average during the period)" plus our
daily weighted average net TBA dollar position (at cost) during the period.
Leverage at period end is calculated by dividing the sum of the amount outstanding under our agency MBS repurchase agreements, net receivable / payable
for unsettled agency securities and debt of consolidated VIEs by the sum of our total stockholders' equity less the fair value of investments in REIT equity
securities at period end. Leverage excludes U.S. Treasury repurchase agreements.
Leverage at period end, including net TBA dollar roll position, includes the components of "leverage (as of period end)" plus our net TBA position
outstanding as of period end, at cost.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is designed to provide
a reader of American Capital Agency Corp.'s consolidated financial statements with a narrative from the perspective of management.
Our MD&A is presented in eight sections:
• Executive Overview
•
•
Financial Condition
Summary of Critical Accounting Estimates
• Results of Operations
• Liquidity and Capital Resources
• Off-Balance Sheet Arrangements
• Aggregate Contractual Obligations
•
Forward-Looking Statements
EXECUTIVE OVERVIEW
The size and composition of our investment portfolio depends on investment strategies implemented by our Manager, the
availability of investment capital and overall market conditions, including the availability of attractively priced investments and
suitable financing to appropriately leverage our investment portfolio. Market conditions are influenced by, among other things,
current levels of and expectations for future levels of interest rates, mortgage prepayments, market liquidity, housing prices,
unemployment rates, general economic conditions, government participation in the mortgage market, evolving regulations or
legal settlements that impact servicing practices or other mortgage related activities.
Trends and Recent Market Impacts
The fixed income markets performed well during 2014, a sharp contrast to the extreme interest rate volatility and price
deterioration experienced in 2013. The consensus view at the start of 2014 was that interest rates would continue to increase
and that spreads on agency MBS versus comparable benchmark indices would widen as the Fed exited its third quantitative
easing program ("QE3") and began to tighten monetary policy in response to improving economic conditions. Quantitative
easing refers to the recent buying by the Fed of U.S. government bonds and agency MBS in the open market, an aggressive and
historically unusual method of expanding the U.S. money supply. However, despite generally strong U.S. economic data, the
global economic weakness and declining inflation expectations both domestically and abroad led to a significant decline in
interest rates across the globe. In addition, the shape of the U.S. Treasury yield curve changed significantly during the year, as
the yield on the 10 year U.S. Treasury note fell 84 basis points while the yield on the 2 year U.S. Treasury note increased 29
basis points.
Also, in contrast to consensus expectations, agency MBS generally outperformed many other fixed income products,
despite the gradual reduction in the Fed’s MBS purchases and the significant flattening of the yield curve. The strong performance
of agency MBS was driven by a historically low volume of newly originated mortgages and by fixed income investors generally
being underweight or underinvested in agency MBS. In addition, agency MBS benefited from the Fed's ownership of
approximately one-third, or nearly $1.7 trillion, of the agency MBS market as of December 31, 2014, which has materially
reduced the outstanding tradable supply of agency MBS.
39
The relative outperformance of agency MBS helped drive our economic return of 18.5% in 2014. Our economic return
was comprised of $2.61 dividends per common share and a $1.81increase in our net book value per common share. Our active
approach to portfolio management, which included repositioning our asset portfolio, modifying the composition of our hedge
portfolio and operating with a somewhat larger duration gap (the estimated difference between the interest rate sensitivity of
our assets and our liabilities and hedges), benefited our financial results during the year despite operating with relatively low
leverage.
Asset Composition:
By the start of 2014, we had increased our 15 year fixed rate mortgage position to slightly over 50% of our portfolio,
which positioned us well for the strong performance of 15 year agency MBS early in 2014. Following the relative outperformance
of 15 year MBS earlier in the year, combined with the flattening yield curve and our more favorable outlook for 30 year MBS,
we gradually reduced our 15 year position in favor of 30 year MBS, benefiting our performance as 30 year MBS subsequently
outperformed 15 year MBS throughout much of the rest of 2014.
Our performance also benefited from favorable financing terms available in the TBA dollar roll market. TBA dollar rolls
represent forward purchases or sales of agency MBS in the “to-be-announced” market. TBA dollar rolls are an off-balance sheet
means of financing the purchase of a mortgage-backed security. Due to a combination of factors including the Fed’s sizable
holdings of agency MBS and the relatively benign prepayment environment for agency MBS, implied financing rates available
in the dollar roll market were significantly less than (or more favorable than) financing available in the repo market throughout
most of 2014. Given the attractiveness of TBA investments, we allocated a significant portion of our portfolio to TBA securities,
rather than holding these investments in pool form funded by repurchase agreements. As of December 31, 2014, our TBA dollar
roll position was $14.8 billion, or approximately 21% of our investment portfolio, compared to $2.3 billion, or approximately
3% of our investment portfolio, as of December 31, 2013.
Towards the end of the fourth quarter of 2014, following the relative outperformance of 30 year MBS throughout much
of the year and the comparative cheapening of 15 year MBS as well as a growing risk of faster prepayment rates (due to mortgage
refinance activity that generally accelerates when rates fall), we reduced our 30 year holdings and increased our allocation to
15 year MBS. In lower, more volatile, interest rate environments, 15 year MBS tend to provide greater protection than 30 year
MBS against both prepayment and extension risks and are thus easier to hedge. At the end of the third quarter of 2014, our
holdings of 30 year MBS peaked at 65%, a significant increase from 43% as of December 31, 2013, whereas by December 31,
2014 our 30 year MBS decreased to 58% of our portfolio.
We believe our investment portfolio is well positioned for lower interest rates given our limited exposure to the areas of
the mortgage market that are most likely to experience a significant increase in prepayment rates. As of December 31, 2014,
our TBA position was comprised primarily of lower coupon 30 year 3.0% and 3.5% TBAs and 15 year 2.5% and 3.0% TBAs,
while we had a net short position in higher coupon 30 year 4.0% TBAs and 15 year 3.5% TBAs. Additionally, as of December
31, 2014, approximately 67% of our on balance sheet fixed rate agency MBS holdings were backed by loans with original loan
balances of up to $150,000 and an average loan balance of $97,000, or by loans that were refinanced through the U.S. Government
sponsored Home Affordable Refinance Program (“HARP”), which provided certain homeowners with a one-time option to
refinance their mortgage, with original loan-to-value ("LTV") ratios of at least 80% and an average LTV of 116%, which have
more favorable prepayment attributes in lower interest rate environments than generic agency MBS.
For a complete listing of our investment portfolio as of December 31, 2014 and 2013, please see "Financial Condition"
below and Notes 3 and 5 to our consolidated financial statements included under Item 8 of this Annual Report on Form 10-K.
Risk Management:
On a continuous basis we assess and manage our exposure to interest rate fluctuations in both directions. When we believe
extension risk is high if rates should rise, particularly from an exceptionally low interest rate environment, we tend to operate
with a smaller or negative duration gap. Conversely, when we believe prepayment risk is the more pronounced risk if rates
should fall from current levels, we tend to operate with a larger duration gap.
Our view on the correlation between agency MBS spreads and interest rates is another important factor in our duration
gap analysis and management. In 2013, agency MBS spreads were positively correlated with interest rates (i.e., agency MBS
spreads generally widened as interest rates rose and tightened as interest rates fell). Conversely, in the second half of 2014,
spreads were generally inversely correlated with interest rates (i.e., agency MBS spreads often tightened as interest rates increased
and widened as interest rates fell). Generally, when we believe agency MBS spreads will be inversely correlated with interest
rates, we tend to operate with a larger positive duration gap. When we believe agency MBS spreads are positively correlated
with interest rates, we tend to operate with a smaller or negative duration gap. (For further discussion of our interest rate
40
sensitivity, please refer to "Quantitative and Qualitative Disclosures about Market Risk" under Item 7A of this Annual Report
on Form 10-K.)
Throughout 2014, we operated with a positive duration gap. Our duration gap was slightly larger earlier in the year than
what we operated with during much of the prior year and subsequent periods during 2014, which was consistent with our
moderate leverage profile and our assessment of the correlation between mortgage spreads and interest rates. Despite the
somewhat larger duration gap during the first half of 2014, the aggregate amount of extension risk within our portfolio was
consistent with historical levels.
Looking Ahead:
Entering 2015, we believe that our portfolio is well positioned for a wide range of interest rate scenarios. There is
considerable uncertainty regarding when the Fed will begin to normalize short term interest rates given the apparent divergence
between the favorable U.S. economic outlook and the deteriorating global economic picture. In addition, while the employment
picture in the U.S. has improved substantially, inflation data and expectations remain well below the Fed’s mandate, and global
deflationary pressure appears to be gaining strength in part due to declining oil prices.
If interest rates continue to decline, we would expect prepayment speeds to accelerate substantially and mortgage spreads
to widen somewhat, possibly adversely impacting our net book value in the near term. However, in this falling rate scenario,
we also believe that our portfolio should perform relatively well given our sizable portfolio allocation to assets with favorable
prepayment characteristics and the relatively low coupon profile of our portfolio, which should help mitigate potential book
value declines. In addition, our current low leverage level and conservative interest rate risk profile provide us the capacity and
flexibility to grow our portfolio quickly if MBS weaken and expected returns improve, thereby improving our future earnings
profile. Conversely, if interest rates increase, we would expect MBS spreads to perform well in response to favorable supply
and demand forces and slower prepayment dynamics.
For the estimated impact of changes in interests rates and mortgage spreads on our net book value please refer to
"Quantitative and Qualitative Disclosures about Market Risk" under Item 7A of this Annual Report on Form 10-K. Since we
employ an active management strategy, the size and composition of our assets, liabilities and hedges will evolve based on our
view of the current market environment and relative risks and rewards and, consequently, the actual impact of changes in interest
rates and mortgage spreads could differ materially from our estimates.
41
Market Information:
The following table summarizes interest rates and prices of generic fixed rate agency mortgage-backed securities as of
each date presented below:
Interest Rate/Security Price 1
Dec. 31,
2013
Mar. 31,
2014
June 30,
2014
Sept. 30,
2014
Dec. 31,
2014
LIBOR:
1-Month .................................................................................
3-Month .................................................................................
6-Month .................................................................................
U.S. Treasury Security Rate:
2-Year U.S. Treasury .............................................................
3-Year U.S. Treasury .............................................................
5-Year U.S. Treasury .............................................................
10-Year U.S. Treasury ...........................................................
30-Year U.S. Treasury ...........................................................
Interest Rate Swap Rate:
2-Year Swap ..........................................................................
3-Year Swap ..........................................................................
5-Year Swap ..........................................................................
10-Year Swap ........................................................................
30-Year Swap ........................................................................
30-Year Fixed Rate MBS Price:
3.0% .......................................................................................
3.5% .......................................................................................
0.17%
0.25%
0.35%
0.38%
0.76%
1.74%
3.01%
3.94%
0.49%
0.87%
1.78%
3.07%
3.91%
$95.11
$99.48
4.0% .......................................................................................
$103.11
4.5% .......................................................................................
$106.06
15-Year Fixed Rate MBS Price:
2.5% .......................................................................................
$99.00
3.0% .......................................................................................
$102.05
3.5% .......................................................................................
$104.58
4.0% .......................................................................................
$105.94
0.15%
0.23%
0.33%
0.43%
0.88%
1.73%
2.72%
3.56%
0.55%
1.01%
1.81%
2.85%
3.54%
$96.53
$100.59
$103.94
$106.69
$99.92
$102.72
$104.83
$105.78
0.16%
0.23%
0.33%
0.46%
0.86%
1.62%
2.52%
3.34%
0.58%
0.99%
1.70%
2.61%
3.31%
$98.77
$102.92
$106.11
$108.30
$101.59
$103.88
$105.98
$106.17
0.16%
0.24%
0.33%
0.58%
1.06%
1.78%
2.51%
3.21%
0.83%
1.31%
1.95%
2.65%
3.20%
$98.59
$102.23
$105.41
$107.91
$100.55
$102.98
$105.11
$105.69
0.17%
0.26%
0.36%
0.67%
1.08%
1.65%
2.17%
2.75%
0.89%
1.29%
1.77%
2.29%
2.70%
$101.22
$104.28
$106.75
$108.56
$101.81
$103.91
$105.61
$106.06
Dec. 31, 2014
vs.
Dec. 31, 2013
— bps
+0.01 bps
+0.01 bps
+0.29 bps
+0.32 bps
-0.09 bps
-0.84 bps
-1.19 bps
+0.40 bps
+0.42 bps
-0.01 bps
-0.78 bps
-1.21 bps
+$6.11
+$4.80
+$3.64
+$2.50
+$2.81
+$1.86
+$1.03
+$0.12
________________________
1.
Price information is for generic instruments only and is not reflective of our specific portfolio holdings. Price information is as of 3:00 p.m. (EST) and
can vary by source. Prices and interest rates in the table above were obtained from Barclays. LIBOR rates were obtained from Bloomberg.
The following table summarizes recent prepayment trends for our portfolio:
Annualized Monthly Constant
Prepayment Rates 1
Dec.
2013
Jan.
2014
Feb.
2014
Mar.
2014
Apr.
2014
May
2014
June
2014
July
2014
Aug.
2014
Sept.
2014
Oct.
2014
Nov.
2014
Dec.
2014
AGNC portfolio..........................................
8%
8%
7%
6%
8%
9%
9%
10%
11%
10%
10%
10%
8%
________________________
1. Weighted average actual one-month annualized CPR released at the beginning of the month based on securities held/outstanding as of the preceding
month-end.
42
FINANCIAL CONDITION
As of December 31, 2014 and 2013, our investment portfolio consisted of $56.7 billion and $65.9 billion of agency MBS,
respectively, and a $14.8 billion and $2.3 billion net long TBA position, at fair value, respectively.
Our TBA positions are recorded as derivative instruments in our accompanying consolidated financial statements, with the
TBA dollar roll transactions representing a form of off-balance sheet financing. As of December 31, 2014 and 2013, our TBA
position had a net carrying value of $192 million and $(5) million, respectively, reported in derivative assets/(liabilities) on our
accompanying consolidated balance sheets. The net carrying value represents the difference between the fair value of the underlying
agency security in the TBA contract and the cost basis or the forward price to be paid or received for the underlying agency security.
The following tables summarize certain characteristics of our agency MBS investment portfolio and our net TBA position
as of December 31, 2014 and 2013 (dollars in millions):
December 31, 2014
Par
Value
Amortized
Cost
Amortized
Cost Basis
Fair
Value
% Lower
Loan
Balance &
HARP 2,3
Weighted Average
WAC 4
Yield 5
Age
(Months)
Projected
Life
CPR 5
Agency MBS Classified as
Available-for-Sale ("AFS")
Investments By Coupon: 1
Fixed Rate
....................................
$
6,866
$
3.0% ........................................
3.5% ........................................
4.0% ........................................
4.5% ........................................
.....................................
4,856
5,194
4,582
478
6
7,005
5,008
5,383
4,790
501
7
............................
21,982
22,694
20-Year
....................................
3.5% ........................................
4.0% ........................................
4.5% ........................................
.....................................
324
698
80
101
5
322
713
84
108
5
Total 20-Year:..............................
1,208
1,232
30-Year:
....................................
3.5% ........................................
4.0% ........................................
4.5% ........................................
5.0% ........................................
.....................................
Total 30-Year...............................
Total Fixed Rate...............................
Adjustable Rate................................
CMO ................................................
1,634
10,068
14,497
1,849
183
207
28,438
51,628
652
1,144
1,615
10,597
15,418
1,970
194
225
30,019
53,945
659
1,172
Total / Weighted Average.................
$ 53,424
$
55,776
102.0%
103.1%
103.6%
104.5%
105.0%
104.2%
103.2%
99.3%
102.2%
104.5%
106.8%
106.0%
102.0%
98.9%
105.2%
106.4%
106.5%
106.2%
108.9%
105.6%
104.5%
101.3%
102.5%
104.4%
$ 7,010
5,063
5,512
4,920
509
7
23,021
334
736
86
111
5
1,272
1,656
10,533
15,525
2,031
203
232
30,180
54,473
678
1,195
$ 56,346
34%
75%
90%
89%
97%
26%
70%
28%
63%
47%
99%
—%
55%
10%
87%
54%
88%
65%
36%
65%
67%
—%
—%
65%
2.96%
3.50%
3.95%
4.40%
4.87%
6.46%
3.66%
3.55%
4.05%
4.53%
4.89%
5.91%
4.04%
3.58%
3.98%
4.43%
4.96%
5.45%
6.23%
4.28%
4.01%
3.73%
4.27%
4.02%
2.03%
2.25%
2.56%
2.72%
3.06%
4.44%
2.37%
3.11%
3.05%
2.98%
3.05%
3.34%
3.06%
3.14%
2.78%
3.00%
3.41%
3.74%
3.40%
2.96%
2.72%
2.42%
2.85%
2.72%
26
31
41
49
52
84
36
19
22
40
49
79
25
19
27
20
43
80
96
25
29
44
33
30
8%
9%
10%
12%
12%
14%
10%
7%
10%
11%
11%
20%
9%
6%
7%
9%
10%
12%
18%
8%
9%
23%
8%
9%
43
Agency MBS Remeasured at Fair Value Through
Earnings
Underlying
Unamortized
Principal
Balance
Amortized
Cost
Fair
Value
Interest-Only Strips..............................................................
Principal-Only Strips ...........................................................
Total / Weighted Average.....................................................
$
$
1,182
242
1,424
$
$
179
193
372
$
$
203
199
402
Weighted Average
Coupon 1
Yield 5
5.46%
10.79%
—%
4.53%
3.07%
6.77%
Age
(Months)
55
36
45
Projected
Life
CPR 5
12%
8%
10%
December 31, 2014
_______________________
1.
2.
The weighted average coupon on our agency MBS classified as "AFS" was 3.54% and the weighted average coupon on our total agency MBS portfolio,
including agency MBS remeasured at fair value through earnings, was 3.65% as of December 31, 2014.
Lower loan balance securities represent pools backed by an original loan balance of $150,000. Our lower loan balance securities had a weighted
average original loan balance of $97,000 and $96,000 for 15-year and 30-year securities, respectively, as of December 31, 2014.
3. HARP securities are defined as pools backed by100% refinance loans with LTV 80%. Our HARP securities had a weighted average LTV of 109%
and 118% for 15-year and 30-year securities, respectively, as of December 31, 2014. Includes $934 million and $3.1 billion of 15-year and 30-year
securities, respectively, with >105 LTV pools which are not deliverable into TBA securities.
4. WAC represents the weighted average coupon of the underlying collateral.
5.
Portfolio yield incorporates a projected life CPR assumption based on forward rate assumptions as of December 31, 2014.
TBA Securities
15-Year TBA securities:
December 31, 2014
Notional
Amount -
Long (Short) 1
Cost Basis 2
Market
Value 3
Net
Carrying
Value 4
2.5% ...................................................
$
962
$
968
$
980
$
3.0% ...................................................
3.5% ...................................................
4.0% ...................................................
Total 15-Year TBAs
30-Year TBA securities:
3.0% ...................................................
3.5% ...................................................
4.0% ...................................................
4.5% ...................................................
Total 30-Year TBAs
2,779
(468)
(13)
3,260
5,254
7,902
(1,853)
(151)
11,152
2,889
(495)
(14)
3,348
5,259
8,151
(2,019)
(163)
11,228
2,888
(494)
(14)
3,360
5,313
8,232
(1,974)
(163)
11,408
Total net TBA securities.........................
$
14,412
$
14,576
$
14,768
$
12
(1)
1
—
12
54
81
45
—
180
192
________________________
1. Notional amount represents the par value (or principal balance) of the underlying agency security.
2. Cost basis represents the forward price to be paid (received) for the underlying agency security.
3. Market value represents the current market value of the TBA contract (or of the underlying agency security) as of period-end.
4. Net carrying value represents the difference between the market value and the cost basis of the TBA contract as of period-end and is reported in
derivative assets / (liabilities), at fair value on the accompanying consolidated balance sheets.
44
December 31, 2013
Par
Value
Amortized
Cost
Amortized
Cost Basis
Fair
Value
% Lower
Loan
Balance &
HARP 2,3
Weighted Average
WAC 4
Yield 5
Age
(Months)
Projected
Life
CPR 5
Agency MBS Classified as AFS
Investments By Coupon: 1
Fixed Rate
.....................................
$ 11,189
$
11,400
3.0% .........................................
6,037
3.5% .........................................
14,049
4.0% .........................................
5,700
4.5% .........................................
......................................
588
8
6,220
14,632
5,981
619
9
.............................
37,571
38,861
20-Year
.....................................
3.5% .........................................
4% ............................................
4.5% .........................................
......................................
350
770
93
116
6
347
788
97
125
7
Total 20-Year:...............................
1,335
1,364
30-Year:
.....................................
3.5% .........................................
4% ............................................
4.5% .........................................
5.0% .........................................
......................................
Total 30-Year................................
Total Fixed Rate................................
Adjustable Rate.................................
CMO .................................................
231
8,530
9,077
4,075
211
271
22,395
61,301
1,196
1,280
236
9,051
9,669
4,355
226
295
23,832
64,057
1,223
1,313
101.9%
103.0%
104.2%
104.9%
105.3%
104.5%
103.4%
99.2%
102.4%
105.0%
107.3%
106.7%
102.2%
101.8%
106.1%
106.5%
106.9%
106.6%
108.8%
106.4%
104.5%
102.2%
102.6%
$ 11,109
6,166
14,716
6,056
631
9
38,687
346
785
97
124
7
1,359
220
8,477
9,359
4,332
229
298
22,915
62,961
1,235
1,308
Total / Weighted Average..................
$ 63,777
$
66,593
104.4%
$ 65,504
31%
69%
51%
88%
99%
23%
55%
28%
63%
47%
97%
—%
56%
69%
99%
92%
88%
65%
36%
93%
69%
—%
—%
66%
2.96%
3.48%
3.93%
4.40%
4.87%
6.49%
3.66%
3.55%
4.05%
4.53%
4.89%
5.89%
4.05%
3.69%
4.02%
4.46%
4.95%
5.46%
6.25%
4.41%
3.95%
2.58%
4.30%
2.11%
2.34%
2.52%
2.78%
3.15%
4.40%
2.42%
3.10%
3.11%
3.10%
3.20%
3.39%
3.11%
2.78%
2.76%
3.14%
3.53%
3.84%
3.46%
3.08%
2.68%
2.41%
2.88%
3.93%
2.68%
14
21
31
37
40
73
25
7
10
28
37
67
13
11
19
22
33
69
84
24
24
26
21
24
6%
7%
9%
9%
10%
14%
8%
5%
6%
7%
8%
16%
6%
5%
5%
6%
7%
10%
19%
6%
7%
17%
7%
7%
December 31, 2013
Agency MBS Remeasured at Fair Value Through
Earnings
Underlying
Unamortized
Principal
Balance
Amortized
Cost
Interest-Only Strips................................................................
Principal-Only Strips .............................................................
Total / Weighted Average.......................................................
$
$
1,379
271
1,650
$
$
223
209
432
______________________
Fair
Value
$ 232
205
Weighted Average
Coupon 1
Yield 5
Age
(Months)
Projected
Life CPR 5
5.50%
—%
7.63%
3.84%
5.80%
45
25
35
11%
8%
9%
$ 437
4.59%
1.
2.
The weighted average coupon on our agency MBS classified as "AFS" held as of December 31, 2013 was 3.47% and the weighted average coupon on
our total agency MBS portfolio, including agency MBS remeasured at fair value through earnings, held as of December 31, 2013 was 3.58%.
Lower loan balance securities represent pools backed by an original loan balance of up to $150,000. Our lower loan balance securities had a weighted
average original loan balance of $100,000 and $95,000 for 15-year and 30-year securities, respectively, as of December 31, 2013.
3. HARP securities are defined as pools backed by100% refinance loans with LTVs 80%. Our HARP securities had a weighted average LTV of 106%
and 105% for 15-year and 30-year securities, respectively, as of December 31, 2013.
4. WAC represents the weighted average coupon of the underlying collateral.
5.
Portfolio yield incorporates a projected life CPR assumption based on forward rate assumptions as of December 31, 2013.
45
TBA Securities
15-Year TBA securities
December 31, 2013
Notional
Amount
Long / (Short) 1
Cost Basis 2
Market
Value 3
Net
Carrying
Value 4
2.0% ...................................................
$
(1,184) $
(1,174) $
(1,171) $
2.5% ...................................................
(2,429)
(2,481)
(2,475)
3.0% ...................................................
3.5% ...................................................
Total 15-Year TBAs
30-Year TBA securities
3.0% ...................................................
3.5% ...................................................
4.0% ...................................................
4.5% ...................................................
Total 30-Year TBAs
(428)
(50)
(450)
(53)
(447)
(53)
(4,091)
(4,158)
(4,146)
54
600
4,131
1,425
6,210
52
598
4,274
1,510
6,434
52
598
4,256
1,511
6,417
Total net TBA securities.........................
$
2,119
$
2,276
$
2,271
$
3
6
3
—
12
—
—
(18)
1
(17)
(5)
________________________
1. Notional amount represents the par value (or principal balance) of the underlying agency security.
2. Cost basis represents the forward price to be paid (received) for the underlying agency security.
3. Market value represents the current market value of the TBA contract (or of the underlying agency security) as of period-end.
4. Net carrying value represents the difference between the market value and the cost basis of the TBA contract as of period-end and is reported in
derivative assets / (liabilities), at fair value on the accompanying consolidated balance sheets.
As of December 31, 2014 and 2013, the combined weighted average yield of our agency MBS portfolio, inclusive of interest
and principal-only strips, was 2.74% and 2.70%, respectively.
The stated contractual final maturity of the mortgage loans underlying our agency MBS portfolio ranges up to 40 years. As
of December 31, 2014 and 2013, the weighted average final contractual maturity of our agency MBS portfolio was 22 and 19
years, respectively.
The actual maturities of agency MBS are generally shorter than their stated contractual maturities primarily as a result of
prepayments of principal of the underlying mortgages. The weighted average expected maturity of our agency MBS portfolio was
6.4 and 6.5 years as of December 31, 2014 and 2013, respectively. In determining the estimated weighted average years to maturity
of our agency MBS and the yield on our agency MBS, we have assumed a weighted average CPR over the remaining life of our
agency MBS portfolio of 9% and 7% as of December 31, 2014 and 2013, respectively. We amortize or accrete premiums and
discounts associated with purchases of our agency MBS into interest income over the estimated life of our securities based on
actual and projected CPRs, using the effective yield method. Since the weighted average cost basis of our agency MBS portfolio,
including principal and interest-only strips, was 104.6% of par value as of December 31, 2014, slower actual and projected
prepayments can have a meaningful positive impact on our asset yields, while faster actual or projected prepayments can have a
meaningful negative impact on our asset yields.
46
The following table summarizes our agency MBS classified as available-for-sale, at fair value, according to their estimated
weighted average life classifications as of December 31, 2014 and 2013 (dollars in millions):
Estimated Weighted Average Life of
Agency MBS Classified as Available-for-
Sale 1
Fair
Value
Amortized
Cost
Weighted
Average
Coupon
Weighted
Average
Yield
Fair
Value
Amortized
Cost
Weighted
Average
Coupon
Weighted
Average
Yield
December 31, 2014
December 31, 2013
...........................................................
$
— $
....................................
...................................
..................................
> 10 years .......................................................
289
22,153
33,271
633
—
280
21,820
33,055
621
Total.......................................................
$ 56,346
$
55,776
_______________________
1.
Excludes interest and principal-only strips.
—%
4.08%
3.26%
3.73%
3.28%
3.54%
—%
2.62%
2.40%
2.92%
3.15%
2.72%
$
$
129
498
24,471
38,522
1,884
129
491
24,342
39,635
1,996
$ 65,504
$
66,593
3.07%
4.08%
3.59%
3.39%
3.66%
3.47%
2.53%
2.25%
2.57%
2.73%
2.96%
2.68%
The weighted average life of our interest-only strips was 6.0 and 6.3 years as of December 31, 2014 and 2013, respectively,
and the weighted average life of our principal-only strips was 8.1 and 8.6 years as of December 31, 2014 and 2013, respectively.
Our pass-through agency MBS collateralized by adjustable rate mortgage loans ("ARMs") have coupons linked to various
indices. As of December 31, 2014 and 2013, our ARM securities had a weighted average next reset date of 51 months and 64
months, respectively.
The following table presents the gross unrealized loss and fair values of our available-for-sale agency securities by length
of time that such securities have been in a continuous unrealized loss position as of December 31, 2014 and 2013 (in millions):
Less than 12 Months
12 Months or More
Total
Unrealized Loss Position For
Agency Securities Classified as
Available-for-Sale
Estimated
Fair
Value
Unrealized
Loss
Estimated
Fair Value
Unrealized
Loss
Estimated
Fair
Value
December 31, 2014 ..................................................................
December 31, 2013 ..................................................................
$
$
778
42,853
$
$
(2) $
11,679
(1,248) $
1,586
$
$
(186) $
12,457
(101) $
44,439
Unrealized
Loss
$
$
(188)
(1,349)
As of December 31, 2014 and 2013, a decision had not been made to sell any of these agency securities and we do not
believe it is more likely than not we will be required to sell the agency securities before recovery of their amortized cost basis.
The unrealized losses on these agency securities are not due to credit losses given the GSE credit guarantees, but are rather due
to changes in interest rates and prepayment expectations. Accordingly, we did not recognize any OTTI charges on our investment
securities for fiscal years 2014 and 2013. However, as we continue to actively manage our portfolio, we may recognize additional
realized losses on our agency securities upon selecting specific securities to sell.
SUMMARY OF CRITICAL ACCOUNTING ESTIMATES
Our critical accounting estimates relate to the recognition of interest income and the fair value of our investments and
derivatives. Certain of these items involve estimates that require management to make judgments that are subjective in nature.
We rely on our Manager's experience and analysis of historical and current market data in order to arrive at what we believe to be
reasonable estimates. Under different conditions, we could report materially different amounts based on such estimates. The
remainder of our significant accounting policies are described in Note 2 to the consolidated financial statements included under
Item 8 of this Annual Report on Form 10-K.
Interest Income
The effective yield on our agency securities is highly impacted by our estimate of future prepayments. We accrue interest
income based on the outstanding principal amount of our investment securities and their contractual terms and we amortize or
accrete premiums and discounts associated with the purchase of investment securities into interest income over the projected lives
of our securities, including contractual payments and estimated prepayments, using the interest method. The weighted average
47
cost basis of our securities as of December 31, 2014 was 104.6% of par value; therefore, faster actual or projected prepayments
can have a meaningful negative impact, while slower actual or projected prepayments can have a meaningful positive impact, on
our asset yields.
Future prepayment rates are difficult to predict and we rely on a third-party service provider and our Manager's experience
and analysis of historical and current market data in order to arrive at what we believe to be reasonable estimates. Our third-party
service provider estimates prepayment speeds using models that incorporate the forward yield curve, current mortgage rates and
mortgage rates of the outstanding loans, age and size of the outstanding loans, loan-to-value ratios, volatility and other factors.
We review the prepayment speeds estimated by the third-party service and compare the results to market consensus prepayment
speeds, if available. We also consider historical prepayment speeds and current market conditions to validate the reasonableness
of the prepayment speeds estimated by the third-party service and, based on our Manager's judgment, we may make adjustments
to their estimates.
We review our actual and anticipated prepayment experience on at least a quarterly basis and effective yields are recalculated
when differences arise between (i) our previously estimated future prepayments and (ii) actual prepayments to date plus current
estimated future prepayments. If the actual and estimated future prepayment experience differs from our prior estimate of
prepayments, we are required to record an adjustment in the current period to the amortization or accretion of premiums and
discounts for the cumulative difference in the effective yield through the reporting date.
The most significant factor impacting prepayment rates on our securities is changes to long-term interest rates. Prepayment
rates generally increase when interest rates fall and decrease when interest rates rise. However, there are a variety of other factors
that may impact the rate of prepayments on our securities. Prepayments can also occur when borrowers sell the property and use
the sale proceeds to prepay the mortgage as part of a physical relocation. In addition, changes to the GSE's underwriting standards,
further modifications to existing U.S. Government sponsored programs such as HARP, or the implementation of new programs
can have a significant impact on the rate of prepayments. Further, GSE buyouts of loans that have defaulted, loans in imminent
risk of default or loans that have been modified will generally be reflected as prepayments on agency securities and also increase
the uncertainty around our estimates. Consequently, under different conditions, we could report materially different amounts.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk in this Annual Report on Form 10-K includes the estimated
change in our net interest income should interest rates go up or down by 50 and 100 basis points, assuming the yield curves of the
rate shocks will be parallel to each other and the current yield curve.
Fair Value of Investment Securities
We estimate the fair value of our agency securities based on a market approach using "Level 2" inputs from third-party
pricing services and non-binding dealer quotes derived from common market pricing methods. Such methods incorporate, but
are not limited to, reported trades and executable bid and ask prices for similar securities, benchmark interest rate curves, such as
the spread to the U.S. Treasury rate and interest rate swap curves, convexity, duration and the underlying characteristics of the
particular security, including coupon, periodic and life caps, rate reset period, issuer, additional credit support and expected life
of the security. We generally obtain 3 to 6 quotes or prices (referred to as "marks") per agency security. We attempt to validate
marks obtained from pricing services and broker dealers by comparing them to our recent completed transactions involving the
same or similar securities on or near the reporting date. Changes in the market environment and other events that may occur over
the life of our investments may cause the gains or losses ultimately realized on these investments to be different from the valuations
currently estimated.
We also evaluate our agency securities for other-than-temporary impairment ("OTTI") on at least a quarterly basis. The
determination of whether a security is other-than-temporarily impaired may involve judgments and assumptions based on subjective
and objective factors. When a security is impaired, an OTTI is considered to have occurred if any one of the following three
conditions exists as of the financial reporting date: (i) we intend to sell the security (that is, a decision has been made to sell the
security), (ii) it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis or
(iii) we do not expect to recover the security's amortized cost basis, even if we do not intend to sell the security and it is not more
likely than not that we will be required to sell the security. A general allowance for unidentified impairments in a portfolio of
securities is not permitted.
If either of the first two conditions exists as of the financial reporting date, the entire amount of the impairment loss, if any,
is recognized in earnings as a realized loss and the cost basis of the security is adjusted to its fair value. However, with respect
to the first condition, since the liquidity of the agency securities market allows us to obtain competitive bids and execute on a sale
transaction typically within a day of making the decision to sell a security, we generally do not make decisions to sell specific
agency securities until shortly prior to initiating a sell order. In some instances, we may sell specific agency securities by delivering
the securities into existing short to-be-announced ("TBA") contracts. TBA market conventions require the identification of the
48
specific securities to be delivered no later than 48 hours prior to settlement. If we settle a short TBA contract through the delivery
of securities, we will generally identify the specific securities to be delivered within one to two days before the 48-hour deadline.
If the third condition exists, the OTTI is separated into (i) the amount relating to credit loss (the "credit component") and
(ii) the amount relating to all other factors (the "non-credit components"). Only the credit component is recognized in earnings,
with the non-credit components recognized in OCI. However, in evaluating if the third condition exists, our investments in agency
securities typically would not have a credit component since the principal and interest are guaranteed by a GSE and, therefore,
any unrealized loss is not the result of a credit loss. In addition, since we designate our agency securities as available-for-sale
securities with unrealized gains and losses recognized in OCI, any impairment loss for non-credit components is already recognized
in OCI.
Derivative Financial Instruments/Hedging Activity
We maintain a risk management strategy, under which we may use a variety of derivative instruments to economically
hedge some of our exposure to market risks, including interest rate risk, prepayment risk and extension risk. Our risk management
objective is to reduce fluctuations in net book value over a range of interest rate scenarios. The principal instruments that we use
are interest rate swaps and options to enter into interest rate swaps ("interest rate swaptions"). We also utilize TBA contracts for
the forward purchase or sale of agency MBS securities on a generic pool basis and we utilize U.S. Treasury securities and U.S.
Treasury futures contracts, primarily through short sales. We may also purchase or write put or call options on TBA securities
and we may invest in other types of mortgage derivatives, such as principal-only or interest-only securities.
We recognize all derivatives as either assets or liabilities on the balance sheet, measured at fair value. During the third
quarter of 2011, we elected to discontinue hedge accounting for our interest rate swaps. Accordingly, subsequent to the third
quarter of 2011, all changes in the fair value of our derivative instruments are reported in earnings in our consolidated statement
of comprehensive income in gain (loss) on derivatives and other securities, net during the period in which they occur.
The use of derivatives creates exposure to credit risk relating to potential losses that could be recognized in the event that
the counterparties to these instruments fail to perform their obligations under the contracts. We attempt to minimize this risk by
limiting our counterparties to major financial institutions with acceptable credit ratings, monitoring positions with individual
counterparties and adjusting posted collateral as required.
We estimate the fair value of our centrally cleared interest rate swaps using the daily settlement price determined by the
respective clearing exchange. Centrally cleared swaps are valued by the exchange using a pricing model that references the
underlying rates including the overnight index swap rate and LIBOR forward rate to produce the daily settlement price.
We estimate the fair value of our "non-centrally cleared" swaps using a combination of inputs from counterparty and third-
party pricing models to estimate the net present value of the future cash flows using the forward interest rate yield curve in effect
as of the end of the measurement period, adjusted for non-performance risk, if any.
We estimate the fair value of interest rate swaptions using a combination of inputs from counterparty and third-party pricing
models based on the fair value of the future interest rate swap that we have the option to enter into as well as the remaining length
of time that we have to exercise the option, adjusted for non-performance risk, if any.
In considering the effect of nonperformance risk, we consider the impact of netting and credit enhancements, such as collateral
postings and guarantees, and have concluded that neither our own nor our counterparty risk is significant to the overall valuation
of these agreements.
RESULTS OF OPERATIONS
Non-GAAP Financial Measures
In addition to the results presented in accordance with GAAP, our results of operations discussed below include certain
non-GAAP financial information, including "adjusted net interest expense" (defined as interest expense plus the periodic interest
rate costs of our interest rate swaps reported in gain (loss) on derivatives and other securities, net in our consolidated statements
of comprehensive income), "net spread and dollar roll income" (defined as interest income, TBA dollar roll income and dividends
from REIT equity securities, net of adjusted net interest expense and operating expenses) and "estimated taxable income" and
certain financial metrics derived from non-GAAP information, such as "cost of funds" and "net interest rate spread." By providing
users of our financial information with such measures in addition to the related GAAP measures, we believe it gives users greater
transparency into the information used by our management in its financial and operational decision-making and that it is meaningful
information to consider related to: (i) the economic costs of financing our investment portfolio inclusive of interest rate swaps
49
used to economically hedge against fluctuations in our borrowing costs, (ii) in the case of net spread and dollar roll income, our
current financial performance without the effects of certain transactions that are not necessarily indicative of our current investment
portfolio and operations, and (iii) in the case of estimated taxable income, information that is directly related to the amount of
dividends we are required to distribute in order to maintain our REIT qualification status. However, because such measures are
incomplete measures of our financial performance and involve differences from results computed in accordance with GAAP, they
should be considered as supplementary to, and not as a substitute for, our results computed in accordance with GAAP. In addition,
because not all companies use identical calculations, our presentation of such non-GAAP measures may not be comparable to
other similarly-titled measures of other companies. Furthermore, estimated taxable income can include certain information that
is subject to potential adjustments up to the time of filing our income tax returns, which occurs after the end of our fiscal year.
FISCAL YEAR 2014 COMPARED TO FISCAL YEAR 2013
Interest Income and Asset Yield
The following table summarizes our interest income for the fiscal years 2014 and 2013 (dollars in millions):
Fiscal Year 2014
Fiscal Year 2013
Amount
Yield
Amount
Yield
Cash/coupon interest income ..................................................... $ 1,945
3.63 % $ 2,710
3.59 %
Premium amortization................................................................
(473)
(1.00)%
(517)
(0.82)%
Interest income........................................................................... $ 1,472
2.63 % $ 2,193
2.77 %
Actual portfolio CPR .................................................................
Projected life CPR as of period end...........................................
Average 30-year fixed rate mortgage rate as of period end 1.....
10-year U.S. Treasury rate as of period end...............................
9%
9%
3.87%
2.17%
10%
7%
4.48%
3.01%
_______________________
1.
Source: Freddie Mac Primary Fixed Mortgage Rate Mortgage Market Survey
The principal elements impacting our interest income are our average agency MBS portfolio size and the yield on our
investments. The following is a summary of the estimated impact of each of these elements on the decline in interest income
between fiscal years 2014 and 2013 (in millions):
Impact of Changes in Principal Elements Impacting
Interest Income
Fiscal Year 2014 vs. 2013
Due to Change in Average 1
Net
Decrease
Portfolio
Size
Asset
Yield
Interest Income ......................................................................................... $
(721) $
(638) $
(83)
______________________
1. Variances that are the combined effect of changes in portfolio size and asset yield, but cannot be separately identified, are allocated to the portfolio
size and asset yield variances based on their respective relative amounts.
The average par value of our agency MBS portfolio decreased by 29% for fiscal year 2014, reflective of a shift from agency
MBS repo funded assets to TBA dollar roll funded assets and a smaller average capital base due to common stock share repurchases
and realized losses on our portfolio during 2013. Because we recognize TBA dollar rolls as derivative instruments under GAAP,
our reported interest income does not include our TBA dollar roll income, which we report in gain/loss on derivative instruments
and other securities, net in our accompanying consolidated financial statements in this Annual Report on Form 10-K.
Our average asset yield for fiscal year 2014 was also impacted by changes in our asset composition and fluctuations in
"catch-up" premium amortization adjustments recognized due to changes in our projected life CPR forecasts. Excluding "catch-
up" premium amortization adjustments, our average asset yield for fiscal year 2014 was 2.72%, compared to 2.64% for fiscal year
2013.
50
Leverage
Our leverage was 5.3 times and 7.3 times our stockholders' equity as of December 31, 2014 and 2013, respectively, measured
as the sum of our agency MBS repo agreements, net receivable / payable for unsettled agency securities and debt of consolidated
VIEs divided by the sum of our total stockholders' equity less the fair value of our investments in REIT equity securities as of
period end. Since the individual agency mortgage REITs in which we invest employ similar leverage as within our agency portfolio,
we acquire these securities on an unlevered basis and, therefore, exclude from our leverage measurements the portion of our
stockholders' equity allocated to investments in other mortgage REITs. In addition, our measurement of leverage excludes
repurchase agreements used to fund short-term investments in U.S. Treasury securities due to the highly liquid and temporary
nature of these investments.
Inclusive of our net TBA position, our total "at risk" leverage was 6.9 times and 7.5 times our stockholders' equity as of
December 31, 2014 and 2013, respectively. Since we recognize our TBA commitments as derivatives under GAAP, they are not
included in our repo and other debt leverage calculations; however, a long TBA position carries similar risks as if we had purchased
the underlying MBS assets and funded such purchases with on-balance sheet repo agreements. Similarly, a short TBA position
has substantially the same effect as selling the underlying MBS assets and reducing our on-balance sheet repurchase commitments.
(Refer to Liquidity and Capital Resources for further discussion of TBA dollar roll positions). Therefore, we commonly refer to
our leverage adjusted for TBA positions as our "at risk" leverage.
The table below presents our average and quarter-end repo and other debt balance, net TBA position and leverage ratios for
each of the three month periods listed below (dollars in millions):
Agency MBS Repurchase Agreements
and Other Debt 1
Net TBA Position
Long / (Short) 2
Quarter Ended
Average
Daily
Amount
Maximum
Daily
Amount
Ending
Amount
Average
Daily
Amount
Ending
Amount
Average
Leverage
during the
Period 1,3
Average
Total
"At Risk"
Leverage
during the
Period 1,4
Leverage
as of
Period
End 1,5
"At Risk"
Leverage
as of
Period
End 1,6
December 31, 2014 ...........................
September 30, 2014 ..........................
June 30, 2014 ....................................
March 31, 2014 .................................
December 31, 2013 ...........................
September 30, 2013 ..........................
June 30, 2013 ....................................
March 31, 2013 .................................
$
$
$
$
$
$
$
$
45,554
46,694
50,448
57,544
71,260
78,845
66,060
70,591
$
$
$
$
$
$
$
$
49,170
$ 49,150
$ 18,492
$ 14,576
50,989
$ 44,368
$ 15,680
$ 17,769
52,945
$ 48,362
$ 13,963
$ 18,184
63,117
$ 50,454
80,706
$ 62,124
83,859
$ 79,117
$
$
$
4,534
$ 14,127
(486) $
2,276
131
$
(7,060)
71,102
$ 71,102
$ 28,904
$ 15,285
75,580
$ 67,122
$ 17,892
$ 27,294
4.9:1
5.0:1
5.6:1
6.7:1
7.6:1
7.8:1
5.9:1
6.5:1
6.9:1
6.7:1
7.1:1
7.2:1
7.5:1
7.8:1
8.4:1
8.2:1
5.3:1
4.8:1
5.0:1
5.9:1
7.3:1
7.9:1
7.0:1
5.7:1
6.9:1
6.7:1
6.9:1
7.6:1
7.5:1
7.2:1
8.5:1
8.1:1
_______________________
1.
2.
3.
4.
5.
6.
Excludes U.S. Treasury repo agreements.
Daily average and ending net TBA position outstanding measured at cost.
Average leverage during the period was calculated by dividing the sum of our daily weighted average agency repurchase agreements and debt of consolidated
VIEs outstanding for the period by the sum of our average month-end stockholders' equity less our average investment in REIT equity securities for the
period.
Average "at risk" leverage during the period includes the components of "average leverage during the period," plus our daily weighted average net TBA
position (at cost) during the period.
Leverage as of period end was calculated by dividing the sum of the amount outstanding under our agency MBS repurchase agreements, net payables and
receivables for unsettled agency MBS securities and debt of consolidated VIEs by the sum of our total stockholders' equity less the fair value of our
investment in REIT equity securities at period end.
"At risk" leverage as of period end includes the components of "leverage as of period end," plus the cost basis (or contract price) of our net TBA position.
Interest Expense and Cost of Funds
Our interest expense is primarily comprised of interest expense on our repurchase agreements and the reclassification of
accumulated OCI into interest expense related to previously de-designated interest rate swaps. Upon our election to discontinue
hedge accounting under GAAP as of September 30, 2011, the net deferred loss related to our de-designated interest rate swaps
remained in accumulated OCI and is being reclassified from accumulated OCI into interest expense on a straight-line basis over
the remaining term of each interest rate swap.
Our "adjusted net interest expense," also referred to as our "cost of funds" when stated as a percentage of our outstanding
repurchase agreements and other debt balance, includes periodic interest costs on our interest rate swaps reported in gain (loss)
on derivatives and other securities, net in our consolidated statements of comprehensive income. Our cost of funds does not
include swap termination fees, forward starting swaps and costs associated with our other supplemental hedges, such as swaptions
and short U.S. Treasury positions. Our cost of funds also does not include the implied financing cost/benefit of our net TBA dollar
51
roll position, but does however include interest rate swap hedge costs related to our TBA dollar roll funded assets. Consequently,
our cost of funds measured as a percentage of our outstanding repurchase agreement and other debt is higher than if we allocated
swap hedge costs to our TBA dollar roll funded assets.
The table below presents a reconciliation of our interest expense (the most comparable GAAP financial measure) to our
adjusted net interest expense and cost of funds (non-GAAP financial measures) for fiscal years 2014 and 2013 (dollars in millions):
Adjusted Net Interest Expense and Cost of Funds
Interest expense:
Fiscal Year 2014
% 1
Amount
Fiscal Year 2013
% 1
Amount
Repurchase agreement and other debt interest expense......
$
216
0.43% $
347
0.48%
Periodic interest costs of interest rate swaps previously
designated as hedges under GAAP, net........................
Total interest expense............................................................
Other periodic interest costs of interest rate swaps, net .....
Total adjusted net interest expense and cost of funds........
$
156
372
330
702
0.31%
0.74%
0.66%
1.40% $
189
536
424
960
0.26%
0.74%
0.60%
1.34%
_______________________
1.
Percent of our average repurchase agreements and other debt outstanding for the period annualized.
The principal elements impacting our adjusted net interest expense are the average repurchase agreements and interest rate
swaps in effect, or "current pay" interest rate swaps, outstanding during the period as well as our cost of funds. As discussed
below, during fiscal years 2014 and 2013, a portion of our swap portfolio consisted of forward starting swaps, which do not impact
our cost of funds until their forward start dates. The following is a summary of the estimated impact of these elements on changes
in our adjusted net interest expense for fiscal years 2014 and 2013 (in millions):
Impact of Changes in the Principal Elements of Adjusted Net Interest Expense
Fiscal Year 2014 vs. 2013
Due to Change in Average 1
Decrease
Repo / Swap
Balance
Repo / Swap
Rate
Repurchase agreements and other debt expense..................................................................... $
Periodic interest rate swap costs 2...........................................................................................
Total change in adjusted net interest expense......................................................................... $
(131) $
(127)
(258) $
(105) $
(170)
(275) $
(26)
43
17
_______________________
1. Variances that are the combined effect of changes in our repurchase agreement/interest rate swap balance and changes in repurchase agreement/swap
2.
interest rates, but cannot be separately identified, are allocated to each variance based on their respective relative amounts.
Includes amounts recognized in interest expense and in gain (loss) on derivatives and other securities, net in our consolidated statements of comprehensive
income. The change due to interest rate reflects the net impact of the change in the weighted average fixed pay and variable receive rates.
The decline in our adjusted net interest expense was primarily a function of a smaller average swap portfolio in effect during
2014, due to a larger number of forward starting swaps held during the year, and a function of a decline in our average repo and
other debt outstanding, due to a smaller agency MBS portfolio and shift towards TBA dollar roll funded assets during the year.
Our cost of funds also benefited from a decline in our average repo rate of 5 bps during the year, which was more than offset by
an increase in the average fixed rate we pay on our interest rate swaps. The table below presents a summary of our average repo
outstanding and interest rates swaps in effect for fiscal years 2014 and 2013 (dollars in millions):
Average Debt and Current Pay Interest Rate Swaps Outstanding 1
Fiscal Year
2014
2013
Average repurchase agreements and other debt..........................................................................................
$ 50,015
$ 71,753
Average notional amount of current pay interest rate swaps......................................................................
$ 33,988
$ 47,007
Average ratio of current pay interest rate swaps to repurchase agreements and other debt outstanding....
68%
66%
Weighted average pay rate on current pay interest rate swaps ...................................................................
Weighted average receive rate on current pay interest rate swaps..............................................................
Weighted average net pay rate on current pay interest rate swaps..............................................................
1.64%
0.21%
1.43%
1.55%
0.25%
1.30%
52
_______________________
1.
Excludes forward starting swaps not in effect during the periods presented.
Our average interest rate swaps outstanding in the table above exclude our forward starting swaps not in effect during the
periods presented. Forward starting interest rate swaps do not impact our adjusted net interest expense and cost of funds until
they commence accruing net interest settlements on their forward start dates. We enter into forward starting interest rate swaps
based on a variety of factors, including our Manager's view of the forward yield curve and the timing of potential changes in short-
term interest rates, time to deploy new capital, amount and timing of expirations of our existing interest swap portfolio, current
and anticipated swap spreads and our desire to mitigate our exposure to specific sectors of the yield curve. As of December 31,
2014, we had $12.4 billion of forward starting interest rate swaps outstanding with a weighted average forward start date of 1.1
years through April 2019 and a weighted average fixed pay rate of 3.01%. As of December 31, 2013, we had $4.0 billion of
forward starting interest rate swaps outstanding with a weighted average forward start date of 1.9 years through November 2016
and a weighted average fixed pay rate of 2.94%.
Net Spread and Dollar Roll Income
The table below presents a reconciliation of our net interest income (the most comparable GAAP financial measure) to our
net spread and dollar roll income and to our net spread and dollar roll income, excluding estimated "catch-up" premium amortization
(non-GAAP financial measures) for the fiscal years 2014 and 2013 (dollars in millions):
Net interest income .......................................................................................................................................
Other periodic interest costs of interest rate swaps, net 1 ..........................................................................
Dividend from REIT equity securities.......................................................................................................
TBA dollar roll income 1............................................................................................................................
Adjusted net interest income.........................................................................................................................
Operating expenses ....................................................................................................................................
Net spread and dollar roll income.................................................................................................................
Dividend on preferred stock.......................................................................................................................
Net spread and dollar roll income available to common shareholders .........................................................
Estimated "catch-up" premium amortization cost (benefit) due to change in CPR forecast .....................
Fiscal Year
2014
2013
$
1,100
$
1,657
(330)
20
505
1,295
141
1,154
23
1,131
53
(424)
5
320
1,558
168
1,390
14
1,376
(103)
Net spread and dollar roll income, excluding "catch-up" premium amortization, available to common
shareholders ..................................................................................................................................................
$
1,184
$
1,273
Weighted average number of common shares outstanding - basic and diluted...........................................
Net spread and dollar roll income per common share - basic and diluted....................................................
Net spread and dollar roll income, excluding "catch-up" premium amortization, per common share -
basic and diluted ...........................................................................................................................................
353.3
3.20
3.35
$
$
379.1
3.63
3.36
$
$
_______________________
1. Reported in gain (loss) on derivatives and other securities, net in our consolidated statements of comprehensive income
Net spread and dollar roll income, excluding "catch-up" premium amortization cost (benefit), for fiscal year 2014 was largely
unchanged at $3.35 per common share, compared to $3.36 per common share for fiscal year 2013, despite a 12.5% decline in our
average "at risk" leverage. Our smaller investment portfolio was largely offset by improved financing in the TBA dollar roll
market, our relative shift from repo funded assets towards dollar roll funded assets and lower swap costs. Our average net interest
rate spread and dollar roll income (the difference between the average yield on our assets and our average cost of funds), excluding
catch-up amortization, was approximately 1.83% for fiscal year 2014, compared to 1.51% for fiscal year 2013. Including catch-
up amortization, our net interest rate spread and dollar roll income was 1.75% for fiscal year 2014, compared to 1.63% for fiscal
year 2013.
53
Gain (Loss) on Sale of Agency Securities, Net
The following table is a summary of our net gain (loss) on sale of agency MBS for fiscal years 2014 and 2013 (in millions):
Fiscal Year
2014
2013
Agency MBS sold, at cost .............................................. $ (30,123) $ (81,516)
Proceeds from agency MBS sold 1 .................................
Net gain (loss) on sale of agency MBS .......................... $
(1,408)
30,174
80,108
51
$
Gross gain on sale of agency MBS ................................ $
Gross loss on sale of agency MBS .................................
Net gain (loss) on sale of agency MBS .......................... $
172
(121)
51
$
$
217
(1,625)
(1,408)
_______________________
1.
Proceeds include cash received during the period, plus receivable for agency MBS sold during the period as of period end.
Asset sales were primarily a function of shifting our portfolio to TBA dollar roll funded assets, reducing leverage and
repositioning our investment portfolio. The decline in gross loss on sale of agency MBS was a function of higher asset prices in
2014, compared to price declines experienced during 2013.
Gain (Loss) on Derivative Instruments and Other Securities, Net
The following table is a summary of our gain (loss) on derivative instruments and other securities, net for fiscal years 2014
and 2013 (in millions):
Fiscal Year
2014
2013
(330) $
(424)
Periodic interest costs of interest rate swaps, net 1........................................................ $
Realized gain on derivative instruments and other securities, net:
TBA securities - dollar roll income, net .................................................................
TBA securities - mark-to-market net gain/(loss) ....................................................
Payer swaptions ......................................................................................................
Receiver swaptions .................................................................................................
U.S. Treasury securities - long position..................................................................
U.S. Treasury securities - short position.................................................................
U.S. Treasury futures - short position.....................................................................
Interest rate swap termination fees .........................................................................
REIT equity securities ............................................................................................
Other .......................................................................................................................
Total realized gain on derivative instruments and other securities, net.........................
Unrealized (loss) gain on derivative instruments and other securities, net: 2
505
416
(171)
(1)
7
(378)
(34)
(127)
71
(10)
278
TBA securities - mark-to-market net gain/(loss) ....................................................
196
Interest rate swaps ..................................................................................................
(1,381)
Payer swaptions ......................................................................................................
Receiver swaptions .................................................................................................
Interest and principal-only strips ............................................................................
U.S. Treasury securities - long position..................................................................
U.S. Treasury securities - short position.................................................................
U.S. Treasury futures - short position.....................................................................
Debt of consolidated VIEs......................................................................................
REIT equity securities ............................................................................................
Other .......................................................................................................................
(22)
12
32
59
(42)
(42)
(10)
4
3
Total unrealized (loss) gain on derivative instruments and other securities, net...........
(1,191)
Total (loss) gain on derivative instruments and other securities, net ............................ $
(1,243) $
54
320
(946)
233
—
13
412
9
29
5
(6)
69
(100)
1,540
25
—
—
(55)
60
40
39
(3)
—
1,546
1,191
_______________________
1.
Please refer to Interest Expense and Cost of Funds discussion above for additional information regarding other periodic interest costs of interest rate
swaps, net.
2. Unrealized gain (loss) from derivative instruments and other securities, net includes reversals of prior period amounts for settled, terminated or expired
derivative instruments and other securities.
For further details regarding our use of derivative instruments and related activity refer to Notes 2 and 5 of our consolidated
financial statements in this Annual Report on Form 10-K.
Management Fees and General and Administrative Expenses
We pay our Manager a management fee payable monthly in arrears in an amount equal to one-twelfth of 1.25% of our month-
end stockholders' equity, adjusted to exclude the effect of any unrealized gains or losses included in either retained earnings or
accumulated OCI, each as computed in accordance with GAAP. There is no incentive compensation payable to our Manager
pursuant to the management agreement. We incurred management fees of $119 million and $136 million for fiscal years 2014
and 2013, respectively. The decline in our management fees was a function of our smaller capital base due to the combination of
share repurchases and net realized losses on our portfolio during the second half of fiscal year 2013.
General and administrative expenses were $22 million and $32 million for fiscal years 2014 and 2013, respectively. Our
general and administrative expenses primarily consisted of prime broker fees, information technology costs, accounting fees, legal
fees, Board of Director fees, insurance expense and general overhead expense. The decline in our general and administrative
expenses was largely due to a smaller average portfolio size.
Our total operating expense as a percentage of our average stockholders' equity was 1.52% and 1.61% as of December 31,
2014 and 2013, respectively.
Dividends and Income Taxes
For fiscal years 2014 and 2013, we had estimated taxable income available to common shareholders of $441 million and
$940 million (or $1.25 and $2.48 per common share), respectively.
As a REIT, we are required to distribute annually 90% of our ordinary taxable income to maintain our status as a REIT and
all of our taxable income to avoid federal and state corporate income taxes. We can treat dividends declared by September 15 and
paid by December 31 as having been a distribution of our taxable income for our prior tax year ("spill-back provision"). Income
as determined under GAAP differs from income as determined under tax rules because of both temporary and permanent differences
in income and expense recognition. The primary differences are (i) unrealized gains and losses associated with interest rate swaps
and other derivatives and securities marked-to-market in current income for GAAP purposes, but excluded from taxable income
until realized or settled, (ii) timing differences, both temporary and potentially permanent, in the recognition of certain realized
gains and losses and (iii) temporary differences related to the amortization of net premiums paid on investments. Furthermore,
our estimated taxable income is subject to potential adjustments up to the time of filing our appropriate tax returns, which occurs
after the end of our fiscal year.
55
The following is a reconciliation of our GAAP net income to our estimated taxable income for fiscal years 2014 and 2013
(dollars in millions):
Fiscal Year
2014
2013
Net (loss) income ....................................................................................................................................... $
(233) $
1,259
Estimated book to tax differences:
Premium amortization, net......................................................................................................................
Realized losses (gains), net .....................................................................................................................
Capital loss (carryforward) / in excess of capital gain............................................................................
Unrealized losses (gains), net .................................................................................................................
Other .......................................................................................................................................................
Total book to tax differences .............................................................................................................
Estimated REIT taxable income ................................................................................................................
Dividend on preferred stock....................................................................................................................
Estimated REIT taxable income available to common shareholders......................................................... $
Weighted average number of common shares outstanding - basic and diluted........................................
Estimated REIT taxable income per common share - basic and diluted ................................................... $
34
495
(1,022)
1,191
(1)
697
464
23
441
353.3
1.25
Beginning cumulative non-deductible capital losses................................................................................. $
1,785
Non-deductible capital losses in excess of capital gains ...........................................................................
—
Utilization of capital loss carryforward .....................................................................................................
(1,022)
Ending cumulative non-deductible capital losses ...................................................................................... $
Ending cumulative non-deductible capital losses per common share ....................................................... $
763
2.16
(137)
(414)
1,785
(1,546)
7
(305)
954
14
940
379.1
2.48
—
1,785
—
1,785
5.01
$
$
$
$
$
Taxable income for fiscal year 2014 excludes $1.0 billion of estimated net capital gains, which were applied against our
prior year net capital loss carryforward. Taxable income for fiscal year 2013 excludes $1.8 billion of non-deductible net capital
losses. Net capital losses can be carried forward and applied against future net capital gains for up to five years.
As of December 31, 2014, we had distributed all of our estimated taxable income through fiscal year 2014. Accordingly,
we do not expect to incur an income tax liability or excise tax liability on our 2014 taxable income.
For fiscal year 2013, we distributed all of our taxable income within the limits prescribed by the Internal Revenue Code,
which extended into fiscal year 2014. Accordingly, we did not incur an income tax liability on our 2013 taxable income. We did
not, however, distribute the required minimum amount of taxable income during fiscal year 2013 pursuant to federal excise tax
requirements and we recognized an excise tax provision of $3 million for fiscal year 2013. Additionally, for fiscal year 2013, we
recorded an income tax provision of $10 million attributable to our TRS.
The following table summarizes dividends declared on our Series A Preferred Stock, depositary shares underlying our Series
B Preferred Stock and common stock during fiscal years 2014 and 2013:
56
Dividends Declared per Share
Series B
Preferred Stock
(Per Depositary
Share)
Series A
Preferred Stock
Common Stock
Quarter Ended
December 31, 2014 1.............................................
September 30, 2014...............................................
June 30, 2014 2 ......................................................
March 31, 2014 .....................................................
Total
December 31, 2013 3.............................................
September 30, 2013...............................................
June 30, 2013 ........................................................
March 31, 2013 .....................................................
$
$
$
0.50000
$
0.484375
$
0.50000
0.50000
0.50000
0.484375
0.360590
—
2.00000
$
1.329340
$
0.50000
$
— $
0.50000
0.50000
0.50000
—
—
—
Total ......................................................................
$
2.00000
$
— $
0.66
0.65
0.65
0.65
2.61
0.65
0.80
1.05
1.25
3.75
_______________________
1.
2.
3.
The Series A and Series B Preferred Stock dividend held a record date of January 1, 2015 and is included in fiscal year 2015 for federal income tax
purposes.
Series B Preferred Stock depositary share dividend amount includes dividends payable for a partial dividend period.
The Series A Preferred Stock dividend held a record date of January 1, 2014 and is included in fiscal year 2014 for federal income tax purposes.
Other Comprehensive Income (Loss)
The following table summarizes the components of our other comprehensive income (loss) for fiscal years 2014 and 2013
(in millions):
Fiscal Year
2014
2013
Unrealized gain (loss) on AFS securities, net:
Unrealized gain (loss), net ........................................................................................................................ $
1,708
$
(4,535)
Reversal of prior period unrealized (gain) loss, net, upon realization......................................................
Unrealized gain (loss) on AFS securities, net:............................................................................................
(51)
1,657
1,408
(3,127)
Unrealized gain on interest rate swaps designated as cash flow hedges:
Reversal of prior period unrealized loss on interest rate swaps, net, upon reclassification to interest
expense .....................................................................................................................................................
156
189
Total other comprehensive income (loss) ................................................................................................... $
1,813
$
(2,938)
57
FISCAL YEAR 2013 COMPARED TO FISCAL YEAR 2012:
Interest Income and Asset Yield
The following table summarizes our interest income for fiscal years 2013 and 2012 (dollars in millions):
Fiscal Year 2013
Fiscal Year 2012
Amount
Yield
Amount
Yield
Cash/coupon interest income ..................................................... $ 2,710
3.59 % $ 2,776
3.90 %
Premium amortization................................................................
(517)
(0.82)%
(667)
(1.08)%
Interest income........................................................................... $ 2,193
2.77 % $ 2,109
2.82 %
Actual portfolio CPR .................................................................
Projected life CPR as of period end...........................................
Average 30-year fixed rate mortgage rate as of period end 1.....
10-year U.S. Treasury rate as of period end...............................
10%
7%
4.48%
3.01%
10%
11%
3.35%
1.75%
_______________________
1.
Source: Freddie Mac Primary Fixed Mortgage Rate Mortgage Market Survey
The principal elements impacting our interest income are our average agency MBS portfolio size and the yield on our
investments. The following is a summary of the estimated impact of each of these elements on the increase in interest income
between fiscal year 2013 and 2012 (in millions):
Impact of Changes in Principal Elements Impacting
Interest Income
Fiscal Year 2013 vs. 2012
Due to Change in Average 1
Net
Increase
Portfolio
Size
Asset
Yield
Interest Income ......................................................................................... $
84
$
119
$
(35)
______________________
1. Variances that are the combined effect of changes in portfolio size and asset yield, but cannot be separately identified, are allocated to the portfolio
size and asset yield variances based on their respective relative amounts.
The modest increase in interest income during fiscal year 2013 was due to a 6% increase in our average portfolio size, as a
function of our larger equity capital base, which was partially offset by a decline in our average asset yield, primarily due to a
decrease in the average coupon on our assets from 3.90% during fiscal year 2012 to 3.59% for fiscal year 2013 as a result of
portfolio repositioning.
Additionally, our average asset yield during fiscal year 2013 was favorably impacted by a "catch-up" premium amortization
benefit of approximately $103 million due to a decrease in our average projected CPR, compared to a $9 million "catch-up" benefit
during 2012.
Leverage
Our leverage was 7.3 times and 7.0 times our stockholders' equity as of December 31, 2013 and 2012, respectively, measured
as the sum of our agency MBS repo agreements, net receivable / payable for unsettled agency securities and debt of consolidated
VIEs divided by the sum of our total stockholders' equity less the fair value of our investments in REIT equity securities as of
period end. Leverage excludes repurchase agreements used to fund short-term investments in U.S. Treasury securities due to the
highly liquid and temporary nature of these investments.
Inclusive of our net TBA position, our total "at risk" leverage was 7.5 times and 8.2 times our stockholders' equity as of
December 31, 2013 and 2012, respectively.
The table below presents our average and quarter-end repo and other debt balance, net TBA position and leverage ratios for
each of the three month periods listed below (dollars in millions):
58
Agency MBS Repurchase Agreements
and Other Debt 1
Net TBA Position
Long / (Short) 2
Quarter Ended
Average
Daily
Amount
Maximum
Daily
Amount
Ending
Amount
Average
Daily
Amount
Ending
Amount
Average
Leverage
during the
Period 1,3
Average
Total
"At Risk"
Leverage
during the
Period 1,4
Leverage
as of
Period
End 1,5
"At Risk"
Leverage
as of
Period
End 1,6
December 31, 2013 ...........................
September 30, 2013 ..........................
June 30, 2013 ....................................
March 31, 2013 .................................
December 31, 2012 ...........................
September 30, 2012 ..........................
June 30, 2012 ....................................
March 31, 2012 .................................
$
$
$
$
$
$
$
$
71,260
78,845
66,060
70,591
74,649
75,106
67,997
57,480
$
$
$
$
$
$
$
$
80,706
$ 62,124
83,859
$ 79,117
$
$
(486) $
2,276
131
$
(7,060)
71,102
$ 71,102
$ 28,904
$ 15,285
75,580
$ 67,122
$ 17,892
$ 27,294
80,262
$ 75,415
$ 13,069
$ 12,775
81,227
$ 80,262
70,354
$ 70,290
69,867
$ 69,866
NM
NM
NM
NM
NM
NM
7.6:1
7.8:1
5.9:1
6.5:1
6.7:1
7.1:1
7.5:1
8.2:1
7.5:1
7.8:1
8.4:1
8.2:1
7.8:1
NM
NM
NM
7.3:1
7.9:1
7.0:1
5.7:1
7.0:1
7.0:1
7.6:1
8.4:1
7.5:1
7.2:1
8.5:1
8.1:1
8.2:1
NM
NM
NM
_______________________
1.
2.
3.
Excludes U.S. Treasury repo agreements.
Daily average and ending net TBA position outstanding measured at cost.
Average leverage during the period was calculated by dividing the sum of our daily weighted average agency repurchase agreements and debt of consolidated
VIEs outstanding for the period by the sum of our average month-end stockholders' equity less our average investment in REIT equity securities for the
period.
Average "at risk" leverage during the period includes the components of "average leverage during the period," plus our daily weighted average net TBA
position (at cost) during the period.
Leverage as of period end was calculated by dividing the sum of the amount outstanding under our agency MBS repurchase agreements, net payables and
receivables for unsettled agency MBS securities and debt of consolidated VIEs by the sum of our total stockholders' equity less the fair value of our
investment in REIT equity securities at period end.
"At risk" leverage as of period end includes the components of "leverage as of period end," plus the cost basis (or contract price) of our net TBA position.
4.
5.
6.
Interest Expense and Cost of Funds
The table below presents a reconciliation of our interest expense (the most comparable GAAP financial measure) to our
adjusted net interest expense and cost of funds (non-GAAP financial measures) for fiscal years 2013 and 2012 (dollars in millions):
Adjusted Net Interest Expense and Cost of Funds
Interest expense:
Fiscal Year 2013
% 1
Amount
Fiscal Year 2012
% 1
Amount
Repurchase agreement and other debt interest expense......
$
347
0.48% $
307
0.44%
Periodic interest costs of interest rate swaps previously
designated as hedges under GAAP, net........................
Total interest expense............................................................
Other periodic interest costs of interest rate swaps, net .....
Total adjusted net interest expense and cost of funds........
$
189
536
424
960
0.26%
0.74%
0.60%
1.34% $
205
512
252
764
0.30%
0.74%
0.37%
1.11%
_______________________
1.
Percent of our average repurchase agreements and other debt outstanding for the period annualized.
The principal elements impacting our adjusted net interest expense are the average amount of repurchase agreements and
interest rate swaps outstanding and our cost of funds. The following is a summary of the estimated impact of these elements on
changes in our adjusted net interest expense for fiscal years 2013 and 2012 (in millions):
Impact of Changes in the Principal Elements of Adjusted Net Interest Expense
Fiscal Year 2013 vs. 2012
Due to Change in Average 1
Decrease
Repo / Swap
Balance
Repo / Swap
Rate
Repurchase agreements and other debt expense..................................................................... $
Periodic interest rate swap costs 2...........................................................................................
Total change in adjusted net interest expense......................................................................... $
40
156
196
$
$
13
95
108
$
$
27
61
88
_______________________
1. Variances that are the combined effect of changes in our repurchase agreement/interest rate swap balance and changes in repurchase agreement/swap
interest rates, but cannot be separately identified, are allocated to each variance based on their respective relative amounts.
59
2.
Includes amounts recognized in interest expense and in gain (loss) on derivatives and other securities, net in our consolidated statements of comprehensive
income. The change due to interest rate reflects the net impact of the change in the weighted average fixed pay and variable receive rates.
The increase in our adjusted net interest expense was primarily a function of maintaining a higher ratio of interest rate swaps
to repurchase agreements and other debt during fiscal year 2013 compared to 2012. Adjusted net interest expense was also impacted
by an increase in our average repo balance attributable to a larger investment portfolio and moderately higher repo and swap rates
during fiscal year 2013. The table below presents a summary of our average repo and interest rates swaps outstanding for fiscal
years 2013 and 2012 (dollars in millions):
Average Debt and Interest Rate Swaps Outstanding
Average repurchase agreements and other debt..........................................................................................
Average notional amount of interest rate swaps 1 .......................................................................................
Average ratio of interest rate swaps to repurchase agreements and other debt outstanding.......................
Fiscal Year
2013
2012
$ 71,753
$ 68,810
$ 47,007
$ 38,885
66%
57%
Weighted average pay rate on interest rate swaps.......................................................................................
Weighted average receive rate on interest rate swaps.................................................................................
Weighted average net pay rate on interest rate swaps.................................................................................
1.55%
0.25%
1.30%
1.50%
0.32%
1.18%
_______________________
1. Average notional amount of interest rate swaps excludes forward starting swaps not in effect during the periods presented.
Our average interest rate swaps outstanding in the table above exclude our forward starting swaps not in effect during the
periods presented. Forward starting interest rate swaps do not impact our adjusted net interest expense and cost of funds until
they commence accruing net interest settlements on their forward start dates. As of December 31, 2013, we had $4.0 billion of
forward starting interest rate swaps outstanding with a weighted average forward start date of 1.9 years through November 2016
and a weighted average fixed pay rate of 2.94%. As of December 31, 2012, we had $2.8 billion of forward starting interest rate
swaps outstanding with a weighted average forward start date of 0.2 years through April 2013 and a weighted average fixed pay
rate of 2.18%.
Net Spread and Dollar Roll Income
The table below presents a reconciliation of our net interest income (the most comparable GAAP financial measure) to our
net spread and dollar roll income and to our net spread and dollar roll income, excluding estimated "catch-up" premium amortization
(non-GAAP financial measures) for the fiscal years 2013 and 2012 (dollars in millions):
Net interest income .......................................................................................................................................
Other periodic interest costs of interest rate swaps, net 1 ..........................................................................
Dividend from REIT equity securities.......................................................................................................
TBA dollar roll income 1............................................................................................................................
Adjusted net interest income.........................................................................................................................
Operating expenses ....................................................................................................................................
Net spread and dollar roll income.................................................................................................................
Dividend on preferred stock.......................................................................................................................
Net spread and dollar roll income available to common shareholders .........................................................
Estimated "catch-up" premium amortization benefit due to change in CPR forecast ...............................
Fiscal Year
2013
2012
$
1,657
$
1,597
(424)
5
320
1,558
168
1,390
14
1,376
(103)
(252)
—
98
1,443
144
1,299
10
1,289
(9)
Net spread and dollar roll income, excluding "catch-up" premium amortization, available to common
shareholders ..................................................................................................................................................
$
1,273
$
1,280
Weighted average number of common shares outstanding - basic and diluted...........................................
Net spread and dollar roll income per common share - basic and diluted....................................................
Net spread and dollar roll income, excluding "catch-up" premium amortization, per common share -
basic and diluted ...........................................................................................................................................
379.1
3.63
3.36
$
$
303.9
4.24
4.21
$
$
_______________________
1. Reported in gain (loss) on derivatives and other securities, net in our consolidated statements of comprehensive income
60
Net spread and dollar roll income, excluding "catch-up" premium amortization, for fiscal year 2013 decreased by $0.85 per
common share due to higher swap and repo funding costs. TBA dollar roll income increased to $320 million for fiscal year 2013
from $98 million for the prior year period as a function of our relative shift from repo funded assets towards dollar roll funded
assets and improved financing available in the TBA dollar roll market. Our average net interest rate spread and dollar roll income,
excluding the "catch-up" amortization, was approximately 1.51% for fiscal year 2013, compared to 1.76% for fiscal year 2012
(or 1.63% and 1.77%, respectively, including "catch-up" amortization).
Gain (Loss) on Sale of Agency Securities, Net
The following table is a summary of our net gain (loss) on sale of agency MBS for fiscal years 2013 and 2012 (in millions):
Fiscal Year
2013
2012
Agency MBS sold, at cost .............................................. $ (81,516) $ (63,610)
Proceeds from agency MBS sold 1 .................................
Net (loss) gain on sale of agency MBS .......................... $
(1,408) $
80,108
64,806
1,196
Gross gain on sale of agency MBS ................................ $
217
$
1,209
Gross loss on sale of agency MBS .................................
(1,625)
(13)
Net (loss) gain on sale of agency MBS .......................... $
(1,408) $
1,196
_______________________
1.
Proceeds include cash received during the period, plus receivable for agency MBS sold during the period as of period end.
Asset sales were primarily to reposition our agency MBS portfolio towards securities with attributes that our Manager
believed would provide greater relative value and risk-adjusted returns in light of current and anticipated interest rates, federal
government programs, general economic conditions and other factors. The net loss on asset sales during fiscal year 2013 was
primarily a function of declining asset values throughout most of fiscal year 2013, owing to higher interest rates and wider mortgage
spreads, compared to a lower rate environment and rising asset values throughout most of fiscal year 2012.
61
Gain (Loss) on Derivative Instruments and Other Securities, Net
The following table is a summary of our gain (loss) on derivative instruments and other securities, net for fiscal years 2013
and 2012 (in millions):
Fiscal Year
2013
2012
(424) $
(252)
Periodic interest costs of interest rate swaps, net 1........................................................ $
Realized gain (loss) on derivative instruments and other securities, net:
TBA securities - dollar roll income ........................................................................
TBA securities - mark-to-market net loss...............................................................
Payer swaptions ......................................................................................................
U.S. Treasury securities - long position..................................................................
U.S. Treasury securities - short position.................................................................
U.S. Treasury futures - short position.....................................................................
Interest rate swap termination fee income (expense) .............................................
REIT equity securities ............................................................................................
Other .......................................................................................................................
Total realized gain (loss) on derivative instruments and other securities, net...............
Unrealized (loss) gain on derivative instruments and other securities, net: 2
TBA securities - mark-to-market net (loss)/gain ....................................................
Interest rate swaps ..................................................................................................
Payer swaptions ......................................................................................................
Interest and principal-only strips ............................................................................
U.S. Treasury securities - long position..................................................................
U.S. Treasury securities - short position.................................................................
U.S. Treasury futures - short position.....................................................................
Debt of consolidated VIEs......................................................................................
REIT equity securities ............................................................................................
320
(946)
233
13
412
9
29
5
(6)
69
(100)
1,540
25
—
(55)
60
40
39
(3)
98
(148)
(42)
(1)
(144)
(104)
(180)
—
—
(521)
81
(602)
(64)
17
—
2
14
(28)
—
(580)
Total unrealized gain (loss) on derivative instruments and other securities, net...........
1,546
Total gain (loss) on derivative instruments and other securities, net ............................ $
1,191
$
(1,353)
_______________________
1.
Please refer to Interest Expense and Cost of Funds discussion above for additional information regarding other periodic interest costs of interest rate
swaps, net.
2. Unrealized gain (loss) from derivative instruments and other securities, net includes reversals of prior period amounts for settled, terminated or expired
derivative instruments and other securities.
For further details regarding our use of derivative instruments and related activity refer to Notes 2 and 5 of our consolidated
financial statements in this Annual Report on Form 10-K.
Management Fees and General and Administrative Expenses
We incurred management fees of $136 million and $113 million for fiscal years 2013 and 2012, respectively. The year-
over-year increase was primarily due to follow-on-equity raises during fiscal year 2012, partially offset by share repurchases and
realized losses on sales of agency securities during fiscal year 2013.
General and administrative expenses were $32 million and $31 million for fiscal years 2013 and 2012, respectively, primarily
consisting of prime broker fees, information technology costs, accounting fees, legal fees, Board of Director fees, insurance expense
and general overhead expense.
Our total operating expense as a percentage of our average stockholders' equity was 1.61% and 1.52% as of December 31,
2013 and 2012, respectively.
Dividends and Income Taxes
For fiscal years 2013 and 2012, we had estimated taxable income available to common shareholders of $940 million and
$2.1 billion (or $2.48 and $6.87 per common share), respectively.
62
The following is a reconciliation of our GAAP net income to our estimated taxable income for fiscal years 2013 and 2012
(dollars in millions):
Fiscal Year
2013
2012
Net income (loss) ....................................................................................................................................... $
1,259
$
1,277
Estimated book to tax differences:
Premium amortization, net......................................................................................................................
Realized (gains) losses, net .....................................................................................................................
Capital loss in excess of capital gain ......................................................................................................
Unrealized (gains) losses, net .................................................................................................................
Other .......................................................................................................................................................
Total book to tax differences .............................................................................................................
Estimated REIT taxable income ................................................................................................................
Dividend on preferred stock....................................................................................................................
Estimated REIT taxable income available to common shareholders......................................................... $
Weighted average number of common shares outstanding - basic and diluted........................................
Estimated REIT taxable income per common share - basic and diluted ................................................... $
(137)
(414)
1,785
(1,546)
7
(305)
954
14
940
379.1
2.48
$
$
51
159
—
574
38
822
2,099
10
2,089
303.9
6.87
Taxable income for fiscal year 2013 excludes $1.8 billion of estimated net capital losses, which are not deductible from our
ordinary taxable income. Net capital losses can be carried forward and applied against future net capital gains for up five years.
The decrease in our estimated taxable income was a function of lower net interest spreads during fiscal year 2013 and lower
capital gains on our investments and hedging instruments compared to fiscal year 2012.
For fiscal years 2013 and 2012, we distributed all of our taxable income within the limits prescribed by the Internal Revenue
Code.
For fiscal years 2013 and 2012, we distributed all of our taxable income within the limits prescribed by the IRS, which
extended into the subsequent tax year. Accordingly, we did not incur an income tax liability on our 2013 or 2012 taxable income.
We did not, however, distribute the required minimum amount of taxable income during fiscal years 2013 and 2012 pursuant to
federal excise tax requirements and we recognized an excise tax provision of $3 million and $25 million, respectively, which is
included in our net income tax provision on our accompanying consolidated statements of comprehensive income.
Our TRS is subject to corporate federal and state income taxes at the combined federal and state corporate statutory tax rate
of 39.5%. For fiscal year 2013, we recorded an income tax provision of $10 million and, for fiscal year 2012, we recorded an
income tax benefit of $6 million attributable to our TRS, which is included in our net income tax provision on our accompanying
consolidated statements of comprehensive income.
The following table summarizes dividends declared on our Series A Preferred Stock and common stock during fiscal years
2013 and 2012:
63
Dividends Declared per Share
Series A
Preferred Stock
Common Stock
Quarter Ended
December 31, 2013 1.............................................
September 30, 2013...............................................
June 30, 2013 ........................................................
March 31, 2013 .....................................................
Total
December 31, 2012 2.............................................
September 30, 2012...............................................
June 30, 2012 ........................................................
March 31, 2012 .....................................................
$
$
$
0.50000
$
0.50000
0.50000
0.50000
2.00000
$
0.50000
$
0.50000
0.55600
—
Total ......................................................................
$
1.55600
$
0.65
0.80
1.05
1.25
3.75
1.25
1.25
1.25
1.25
5.00
_______________________
1.
2.
The Series A Preferred Stock record date was January 1, 2014 and is included in fiscal year 2014 for federal income tax purposes
The Series A Preferred Stock record date was January 1, 2013 and is included in fiscal year 2013 for federal income tax purposes
Other Comprehensive (Loss) Income
The following table summarizes the components of our other comprehensive (loss) income for fiscal years 2013 and 2012
(in millions):
Fiscal Year
2013
2012
Unrealized (loss) gain on AFS securities, net:
Unrealized (loss) gain, net ........................................................................................................................ $
(4,535) $
2,235
Reversal of prior period unrealized loss (gain), net, upon realization......................................................
Unrealized (loss) gain on AFS securities, net:............................................................................................
1,408
(3,127)
(1,196)
1,039
Unrealized gain on interest rate swaps designated as cash flow hedges:
Reversal of prior period unrealized loss on interest rate swaps, net, upon reclassification to interest
expense .....................................................................................................................................................
189
205
Total other comprehensive (loss) income ................................................................................................... $
(2,938) $
1,244
64
LIQUIDITY AND CAPITAL RESOURCES
Our primary sources of funds are borrowings under master repurchase agreements, equity offerings, asset sales and monthly
principal and interest payments on our investment portfolio. Because the level of our borrowings can be adjusted on a daily basis,
the level of cash and cash equivalents carried on our balance sheet is significantly less important than the potential liquidity
available under our borrowing arrangements. We currently believe that we have sufficient liquidity and capital resources available
for the acquisition of additional investments, repayments on borrowings, maintenance of any margin requirements and the payment
of cash dividends as required for our continued qualification as a REIT. To qualify as a REIT, we must distribute annually at least
90% of our taxable income. To the extent that we annually distribute all of our taxable income in a timely manner, we will generally
not be subject to federal and state income taxes. We currently expect to distribute all of our taxable income in a timely manner
so that we are not subject to federal and state income taxes. This distribution requirement limits our ability to retain earnings and
thereby replenish or increase capital from operations.
Debt Capital
As part of our investment strategy, we borrow against our investment portfolio pursuant to master repurchase agreements.
We expect that our borrowings under such master repurchase agreements will generally have maturities ranging up to one year,
but may have maturities up to five years or longer. Our leverage may vary periodically depending on market conditions and our
Manager's assessment of risks and returns. We generally would expect our leverage to be within six to eleven times the amount
of our stockholders' equity. However, under certain market conditions, we may operate at leverage levels outside of this range for
extended periods of time. Our leverage as of December 31, 2014 was 5.3 times our stockholders' equity, measured as the sum of
our agency MBS repurchase agreements, net receivable / payable for unsettled agency securities and debt of consolidated VIEs
divided by the sum of our total stockholders' equity less the fair value of our investment in REIT equity securities as of period
end. Since the individual agency mortgage REITs in which we invest employ similar leverage as within our agency portfolio, we
acquire these securities on an unlevered basis and, therefore, exclude from our leverage measurements the portion of our
stockholders' equity allocated to investments in other mortgage REITs. In addition, our measurement of leverage excludes
repurchase agreements used to fund short-term investments in U.S. Treasury securities due to the highly liquid and temporary
nature of these investments.
As of December 31, 2014, our agency MBS repurchase agreements had a weighted average cost of funds of 0.41% and a
weighted average remaining days-to-maturity of 143 days, excluding amounts borrowed under U.S. Treasury repurchase
agreements.
To limit our exposure to counterparty credit risk, we diversify our funding across multiple counterparties and by counterparty
region. As of December 31, 2014, we had master repurchase agreements with 34 financial institutions located throughout North
America, Europe and Asia. As of December 31, 2014, less than 4% of our stockholders' equity was at risk with any one repo
counterparty, with the top five repo counterparties representing approximately 12% of our stockholders' equity. The table below
includes a summary of our repurchase agreement funding by number of repo counterparties and counterparty region as of
December 31, 2014. For further details regarding our borrowings under repurchase agreements and other debt as of December 31,
2014, please refer to Note 4 to our consolidated financial statements in this Annual Report on Form 10-K.
Counter-Party Region
North America.......................................
Asia .......................................................
Europe ...................................................
December 31, 2014
Number of
Counter-Parties
18
5
11
34
Percent of
Repurchase
Agreement
Funding
60%
12%
28%
100%
Amounts available to be borrowed under our repurchase agreements are dependent upon lender collateral requirements and
the lender's determination of the fair value of the securities pledged as collateral, which fluctuates with changes in interest rates,
credit quality and liquidity conditions within the investment banking, mortgage finance and real estate industries. In addition, our
counterparties apply a "haircut" to our pledged collateral, which means our collateral is valued at slightly less than market value.
This haircut reflects the underlying risk of the specific collateral and protects our counterparty against a change in its value, but
conversely subjects us to counterparty risk and limits the amount we can borrow against our investment securities. Our master
repurchase agreements do not specify the haircut; rather haircuts are determined on an individual repurchase transaction basis.
65
Throughout the fiscal year 2014, haircuts on our pledged collateral remained stable and as of December 31, 2014, our weighted
average haircut was approximately 5% of the value of our collateral.
Under our repurchase agreements, we may be required to pledge additional assets to the repurchase agreement counterparties
in the event the estimated fair value of the existing pledged collateral under such agreements declines and such counterparties
demand additional collateral (a "margin call"), which may take the form of additional securities or cash. Specifically, margin calls
would result from a decline in the value of our agency securities securing our repurchase agreements and prepayments on the
mortgages securing such agency securities. Similarly, if the estimated fair value of our investment securities increases due to
changes in interest rates or other factors, counterparties may release collateral back to us. Our repurchase agreements generally
provide that the valuations for the agency MBS securing our repurchase agreements are to be obtained from a generally recognized
source agreed to by the parties. However, in certain circumstances under certain of our repurchase agreements our lenders have
the sole discretion to determine the value of the agency MBS securing our repurchase agreements. In such instances, our lenders
are required to act in good faith in making determinations of value. Our repurchase agreements generally provide that in the event
of a margin call, we must provide additional securities or cash on the same business day that a margin call is made if the lender
provides us notice prior to the margin notice deadline on such day.
As of December 31, 2014, we had met all of our margin requirements and we had unrestricted cash and cash equivalents
of $1.7 billion and unpledged securities of approximately $3.3 billion, including securities pledged to us, available to meet margin
calls on our repurchase agreements and derivative instruments and for other corporate purposes.
Although we believe we will have adequate sources of liquidity available to us through repurchase agreement financing to
execute our business strategy, there can be no assurances that repurchase agreement financing will be available to us upon the
maturity of our current repurchase agreements to allow us to renew or replace our repurchase agreement financing on favorable
terms or at all. If our repurchase agreement lenders default on their obligations to resell the underlying collateral back to us at the
end of the term, we could incur a loss equal to the difference between the value of the collateral and the cash we originally received.
To help manage the adverse impact of interest rate changes on the value of our investment portfolio as well as our cash
flows, we utilize an interest rate risk management strategy under which we use derivative financial instruments. In particular, we
attempt to mitigate the risk of the cost of our variable rate liabilities increasing at a faster rate than the earnings of our long-term
fixed rate assets during a period of rising interest rates. The principal derivative instruments that we use are interest rate swaps,
supplemented with the use of interest rate swaptions, TBA securities, U.S. Treasury securities, U.S. Treasury futures contracts and
other instruments. Please refer to Notes 2 and 5 to our consolidated financial statements in this Annual Report on Form 10-K for
further details regarding our use of derivative instruments.
Our derivative agreements typically require that we pledge/receive collateral on such agreements to/from our counterparties
in a similar manner as we are required to under our repurchase agreements. Our counterparties, or the clearing agency in the case
of centrally cleared interest rate swaps, typically have the sole discretion to determine the value of the derivative instruments and
the value of the collateral securing such instruments. In the event of a margin call, we must generally provide additional collateral
on the same business day.
Similar to repurchase agreements, our use of derivatives exposes us to counterparty credit risk relating to potential losses
that could be recognized in the event that the counterparties to these instruments fail to perform their obligations under the contracts.
We minimize this risk by limiting our counterparties to major financial institutions with acceptable credit ratings and by monitoring
positions with individual counterparties.
Excluding centrally cleared interest rate swaps, as of December 31, 2014, our amount at risk with any counterparty related
to our interest rate swap and swaption agreements was less than 1% of our stockholders' equity.
In the case of centrally cleared interest rate swap contracts, we could be exposed to credit risk if the central clearing agency
or a clearing member defaults on its respective obligation to perform under the contract. However, we believe that the risk is
minimal due to the exchange's initial and daily mark to market margin requirements and a clearinghouse guarantee fund and other
resources that are available in the event of a clearing member default.
TBA Dollar Roll Transactions
TBA dollar roll transactions represent a form of off-balance sheet financing accounted for as derivative instruments and we
may use them as a means of leveraging (or deleveraging) our investment portfolio through the use of long (or short) TBA contracts.
(See Notes 2 and 5 in the accompanying consolidated financial statements in this Annual Report on Form 10-K). Inclusive of our
net TBA position, as of December 31, 2014, our total "at risk" leverage was 6.9 times our stockholders' equity.
66
Under certain market conditions, it may be uneconomical for us to roll our TBA contracts into future months and we may
need to take or make physical delivery of the underlying securities. If we were required to take physical delivery to settle a long
TBA contract, we would have to fund our total purchase commitment with cash or other financing sources and our liquidity position
could be negatively impacted. As of December 31, 2014, we had a net long TBA position with a market value and a total contract
price of $14.8 billion and $14.6 billion, respectively, and a total net carrying value of $192 million recognized in derivative assets/
(liabilities), at fair value on our consolidated balance sheets in this Annual Report on Form 10-K.
Our TBA dollar roll contracts are also subject to margin requirements governed by the Mortgage-Backed Securities Division
("MBSD") of the Fixed Income Clearing Corporation and by our prime brokerage agreements, which may establish margin levels
in excess of the MBSD. Such provisions require that we establish an initial margin based on the notional value of the TBA contract,
which is subject to increase if the estimated fair value of our TBA contract or the estimated fair value of our pledged collateral
declines. The MBSD has the sole discretion to determine the value of our TBA contracts and of the pledged collateral securing
such contracts. In the event of a margin call, we must generally provide additional collateral on the same business day.
Settlement of our TBA obligations by taking delivery of the underlying securities as well as satisfying margin requirements
could negatively impact our liquidity position. However, since we do not use TBA dollar roll transactions as our primary source
of financing, we believe that we will have adequate sources of liquidity to meet such obligations.
Asset Sales and TBA Eligible Securities
We maintain a portfolio of highly liquid agency MBS securities. We may sell our agency MBS securities through the TBA
market by delivering securities into TBA contracts for the sale of agency securities, subject to "good delivery" provisions
promulgated by the Securities Industry and Financial Markets Association ("SIFMA"). We may alternatively sell agency MBS
securities that have more unique attributes on a specified basis when such securities trade at a premium over generic TBA securities
or if the securities are not otherwise eligible for TBA delivery. Since the TBA market is the second most liquid market (second
to the U.S. Treasury market), maintaining a significant level of agency MBS securities eligible for TBA delivery enhances our
liquidity profile and provides price support for our TBA eligible securities at or above generic TBA prices. As of December 31,
2014, approximately 92% of our fixed rate agency MBS portfolio was eligible for TBA delivery.
Equity Capital
To the extent we raise additional equity capital through follow-on equity offerings, through our at-the-market offering
program or under our dividend reinvestment and direct stock purchase plan, we may use cash proceeds from such transactions to
purchase additional investment securities, to make scheduled payments of principal and interest on our repurchase agreements
and for other general corporate purposes. There can be no assurance, however, that we will be able to raise additional equity
capital at any particular time or on any particular terms.
Preferred Stock
Pursuant to our amended and restated certificate of incorporation, we are authorized to designate and issue up to 10.0 million
shares of preferred stock in one or more classes or series. Our Board of Directors has designated 6.9 million shares as 8.000%
Series A Cumulative Redeemable Preferred Stock ("Series A Preferred Stock") and 8,050 shares as 7.750% Series B Cumulative
Redeemable Preferred Stock ("Series B Preferred Stock"). As of December 31, 2014 we had 3.1 million shares of authorized but
unissued shares of preferred stock. Our Board of Directors may designate additional series of authorized preferred stock ranking
junior to or in parity with the Series A or Series B Preferred Stock or designate additional shares of the Series A or Series B Preferred
Stock and authorize the issuance of such shares.
In April 2012, we completed a public offering in which 6.9 million shares of our Series A Preferred Stock were sold to the
underwriters at a price of $24.2125 per share, for proceeds, net of offering expenses, of approximately $167 million. In May 2014,
we completed a public offering in which 7.0 million depositary shares were sold to the underwriters at a price of $24.2125 per
depositary share, for proceeds, net of offering expenses, of approximately $169 million. Each depositary share represents a
1/1,000th interest in a share of our Series B Preferred Stock. Holders of our Series A and Series B Preferred Stock are entitled to
receive cumulative cash dividends at a rate of 8.000% and 7.750% per annum, respectively, of their aggregate liquidation preference
of $173 million and $175 million, respectively, before holders of our common stock are entitled to receive any dividends. For
further details regarding our Series A and Series B Preferred Stock, please refer to Note 10 of our consolidated financial statements
in this Annual Report on Form 10-K.
Common Stock
Our decision to issue shares of our common stock is based on a variety of factors, but we generally only intend to issue
shares of our common stock when it is trading above our estimate of our current net asset value per common share. During fiscal
67
year 2014, we did not complete any follow-on public offerings of shares of our common stock. During fiscal years 2013 and 2012,
we completed follow-on public offerings of shares of our common stock for total net proceeds of $1.8 billion and $3.3 billion,
respectively, summarized in the table below (in millions, except per share amounts).
Public Offering
Fiscal year 2013
Price Received
Per Share 1
Shares
Net Proceeds 2
March 2013.............................
$31.34
Total fiscal year 2013 .........
Fiscal year 2012
March 2012.............................
July 2012 ................................
$29.00
$33.70
Total fiscal year 2012 .........
57.5
57.5
$
$
71.2
$
36.8
108.0
$
1,803
1,803
2,063
1,240
3,303
________________________
Price received per share is gross of underwriters' discount, if applicable.
1.
2. Net proceeds are net of the underwriters' discount, if applicable, and other offering costs.
We have also have sales agreements with sales agents to publicly offer and sell shares of our common stock in privately
negotiated and/or at-the-market transactions from time to time. During fiscal years 2014 and 2013, there were no shares issued
under this program. During fiscal year 2012, we issued shares under this program for total net proceeds of $298 million. As of
December 31, 2014, 16.7 million shares remain available for issuance under this program.
Common Stock Repurchase Program
In October 2012, our Board of Directors adopted a program that provided for stock repurchases of up to $500 million of our
outstanding shares of common stock through December 31, 2013. In September 2013, our Board of Directors increased the
authorized amount to $1 billion of our outstanding shares of common stock and extended its authorization through December 31,
2014. In January 2014, our Board of Directors increased the authorized amount by an additional $1 billion of our outstanding
shares of common stock through December 31, 2014. In October 2014, our Board of Directors extended its authorization through
December 31, 2015. Shares of our common stock may be purchased in the open market, including through block purchases, or
through privately negotiated transactions, or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of
the Securities Exchange Act of 1934, as amended. The timing, manner, price and amount of any repurchases will be determined
at our discretion and the program may be suspended, terminated or modified at any time for any reason. We intend to only consider
repurchasing shares of our common stock when the purchase price is less than our estimate of our current net asset value per
common share. Generally, when we repurchase our common stock at a discount to our net asset value, the net asset value of our
remaining shares of common stock outstanding increases. In addition, we do not intend to repurchase any shares from directors,
officers or other affiliates. The program does not obligate us to acquire any specific number of shares, and all repurchases will
be made in accordance with Rule 10b-18, which sets certain restrictions on the method, timing, price and volume of stock
repurchases.
During fiscal year 2014, we repurchased approximately 3.4 million shares of our common stock at an average repurchase
price of $22.10 per share, including expenses, totaling $74 million. During fiscal year 2013, we repurchased approximately 40.3
million shares of our common stock at an average repurchase price of $21.25 per share, including expenses, totaling $856 million.
During fiscal year 2012, we repurchased 2.7 million shares of our common stock at an average repurchase price of $29.00 per
share, including expenses, totaling $77 million. As of December 31, 2014, the total remaining amount authorized for repurchases
of our common stock was $992 million.
OFF-BALANCE SHEET ARRANGEMENTS
As of December 31, 2014, we did not maintain any relationships with unconsolidated entities or financial partnerships, such
as entities often referred to as structured finance, or special purpose or variable interest entities, established for the purpose of
facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Further, as of December 31, 2014,
we had not guaranteed any obligations of unconsolidated entities or entered into any commitment or intent to provide funding to
any such entities.
68
AGGREGATE CONTRACTUAL OBLIGATIONS
The following table summarizes the effect on our liquidity and cash flows from contractual obligations for repurchase
agreements and interest expense on repurchase agreements (in millions):
Fiscal Year
2015
2016
2017
2018
2019
Total
Repurchase agreements.......................................................................
$ 47,194
$
600
$
952
$
650
$
900
$ 50,296
Interest expense on repurchase agreements 1......................................
61
18
14
8
1
102
Total ....................................................................................................
$ 47,255
$
618
$
966
$
658
$
901
$ 50,398
________________________
1.
Interest expense on repurchase agreements is calculated based on the weighted average interest rates as of December 31, 2014.
FORWARD-LOOKING STATEMENTS
All statements contained herein that are not historical facts including, but not limited to, statements regarding anticipated
activity are forward looking in nature and involve a number of risks and uncertainties. Actual results may differ materially. Among
the factors that could cause actual results to differ materially are the following: (i) changes in the market value of our assets; (ii)
changes in net interest rate spreads; (iii) changes in prepayment rates of the mortgage loans underlying our agency securities;
(iv) risks associated with our hedging activities; (v) availability and terms of financing arrangements; (vi) further actions by the
U.S. government to stabilize the economy; (vii) changes in our business or investment strategy; (viii) legislative and regulatory
changes (including changes to laws governing the taxation of REITs); (ix) our ability to meet the requirements of a REIT (including
income and asset requirements); and (x) our ability to remain exempt from registration under the Investment Company Act of
1940. For a discussion of the risks and uncertainties which could cause actual results to differ from those contained in the forward-
looking statements, please see the information under the caption "Risk Factors" described in this Annual Report on Form 10-K.
We caution readers not to place undue reliance on any such forward-looking statements, which statements are made pursuant to
the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Market risk is the exposure to loss resulting from changes in market factors such as interest rates, foreign currency exchange
rates, commodity prices and equity prices. The primary market risks that we are exposed to are interest rate risk, prepayment risk,
spread risk, liquidity risk, extension risk and counterparty credit risk.
Interest Rate Risk
Interest rate risk is highly sensitive to many factors, including governmental monetary and tax policies, domestic and
international economic and political considerations and other factors beyond our control.
Changes in the general level of interest rates can affect our net interest income, which is the difference between the interest
income earned on interest-earning assets and the interest expense incurred in connection with our interest-bearing liabilities, by
affecting the spread between our interest-earning assets and interest-bearing liabilities. Changes in the level of interest rates can
also affect the rate of prepayments of our securities and the value of the agency securities that constitute our investment portfolio,
which affects our net income and ability to realize gains from the sale of these assets and impacts our ability and the amount that
we can borrow against these securities.
We may utilize a variety of financial instruments in order to limit the effects of changes in interest rates on our operations.
The principal instruments that we use are interest rate swaps and swaptions. We also utilize TBA contracts as well as U.S. Treasury
securities and U.S. Treasury futures contracts, primarily through short sales. We may also purchase or write put or call options
on TBA securities and we may invest in other types of mortgage derivatives, such as interest and principal-only securities. Derivative
instruments may expose us to certain risks, including the risk that losses on a hedge position will reduce the funds available for
payments to holders of our common stock and that the losses may exceed the amount we invested in the instruments.
Our profitability and the value of our investment portfolio (including derivatives used for hedging purposes) may be adversely
affected during any period as a result of changing interest rates including changes in the forward yield curve.
Primary measures of an instrument's price sensitivity to interest rate fluctuations are its duration and convexity. The duration
of our investment portfolio changes with interest rates and tends to increase when rates rise and decrease when rates fall. This
69
"negative convexity" generally increases the interest rate exposure of our investment portfolio in excess of what is measured by
duration alone.
We estimate the duration and convexity of our portfolio using both a third-party risk management system and market data.
We review the duration estimates from the third-party model and may make adjustments based on our Manager's judgment. These
adjustments are intended to, in our Manager's opinion, better reflect the unique characteristics and market trading conventions
associated with certain types of securities.
We also have limited transparency into the underlying investment and hedge portfolios of other agency mortgage REITs in
which we may invest. Therefore, our Manager must make certain assumptions to estimate the duration and convexity of the
underlying portfolios and their sensitivity to changes in interest rates. Such estimates do not include the potential impact of other
factors which may affect the fair value of our investments in other REITs, such as stock market volatility. Accordingly, actual
results could differ from our estimates.
The table below quantifies the estimated changes in net interest income (including periodic interest costs on our interest rate
swaps) and the estimated changes in the fair value of our investment portfolio (including derivatives and other securities used for
hedging purposes) and in our net asset value as of December 31, 2014 and 2013 should interest rates go up or down by 50 and
100 basis points, assuming instantaneous parallel shifts in the yield curve and including the impact of both duration and convexity.
All changes in income and value in the table below are measured as percentage changes from the base interest rate scenario.
The base interest rate scenario assumes interest rates and prepayment projections as of December 31, 2014 and 2013. We apply
a floor of 0% for the down rate scenarios on our interest bearing liabilities and the variable leg of our interest rate swaps, such
that any hypothetical interest rate decrease would have a limited positive impact on our funding costs beyond a certain level.
Actual results could differ materially from estimates, especially in the current market environment. To the extent that these
estimates or other assumptions do not hold true, which is likely in a period of high price volatility, actual results will likely differ
materially from projections and could be larger or smaller than the estimates in the table below. Moreover, if different models
were employed in the analysis, materially different projections could result. Lastly, while the table below reflects the estimated
impact of interest rate changes on a static portfolio, we actively manage our portfolio and we continuously make adjustments to
the size and composition of our asset and hedge portfolio.
Interest Rate Sensitivity 1
Percentage Change in Projected
Net Interest
Income 2
Portfolio
Market
Value 3,4
Net Asset
Value 3,5
Change in Interest Rate
As of December 31, 2014
-100 Basis Points ............................................
-14.5%
-50 Basis Points ..............................................
+50 Basis Points..............................................
+100 Basis Points............................................
As of December 31, 2013
-100 Basis Points ............................................
-50 Basis Points ..............................................
+50 Basis Points..............................................
+100 Basis Points............................................
-3.3%
+0.9%
-0.4%
+1.8%
+6.8%
-3.6%
-7.2%
-0.6%
+0.1%
-0.5%
-1.2%
+1.1%
+0.8%
-0.8%
-1.7%
-4.7%
+0.5%
-3.8%
-9.6%
+9.0%
+6.1%
-6.4%
-13.1%
________________
1.
Interest rate sensitivity is derived from models that are dependent on inputs and assumptions provided by third parties as well as by our Manager,
assumes there are no changes in mortgage spreads and assumes a static portfolio. Actual results could differ materially from these estimates.
2. Represents the estimated dollar change in net interest income expressed as a percent of net interest income based on asset yields and cost of funds as
of such date. It includes the effect of periodic interest costs on our current pay interest rate swaps, but excludes costs associated with our other
supplemental hedges, such as swaptions and U.S. Treasury securities. Also excludes costs associated with our TBA position and TBA dollar roll
income/loss. Base case scenario assumes interest rates and forecasted CPR of 9% and 7% as of December 31, 2014 and 2013, respectively. As of
December 31, 2014, rate shock scenarios assume a forecasted CPR of 14%, 11%, 8% and 7% for the -100, -50, +50 and +100 basis points scenarios,
respectively. As of December 31, 2013, rate shock scenarios assume a forecasted CPR of 10%, 8%, 7% and 6% for such scenarios, respectively.
Estimated dollar change in net interest income does not include the one time impact of retroactive "catch-up" premium amortization benefit/cost due
to a decrease/increase in the forecasted CPR and does not include dividend income from investments in other REITs. Down rate scenarios assume a
floor of 0% for anticipated interest rates.
Includes the effect of derivatives and other securities used for hedging purposes.
3.
70
4.
5.
Estimated dollar change in investment portfolio value expressed as a percent of the total fair value of our investment portfolio as of such date.
Estimated dollar change in portfolio value expressed as a percent of stockholders' equity, net of the Series A and Series B Preferred Stock liquidation
preference, as of such date.
The change in our interest rate sensitivity as of December 31, 2014 compared to December 31, 2013 was a function of lower
5 and 10 year interest rates and a flatter yield curve, partially mitigated by changes in the size and composition of our asset and
hedge portfolio.
Prepayment Risk
Because residential borrowers have the option to prepay their mortgage loans at par at any time, we face the risk that we
will experience a return of principal on our investments faster than anticipated. Various factors affect the rate at which mortgage
prepayments occur, including changes in the level of and directional trends in housing prices, interest rates, general economic
conditions, loan age and size, loan-to-value ratio, the location of the property and social and demographic conditions. Additionally,
changes to GSE underwriting practices or other governmental programs could also significantly impact prepayment rates or
expectations. Also, the pace at which the loans underlying our securities become seriously delinquent or are modified and the
timing of GSE repurchases of such loans from our securities can materially impact the rate of prepayments. Generally, prepayments
on agency MBS increase during periods of falling mortgage interest rates and decrease during periods of rising mortgage interest
rates. However, this may not always be the case.
We may reinvest principal repayments at a yield that is lower or higher than the yield on the repaid investment, thus affecting
our net interest income by altering the average yield on our assets. We also amortize or accrete premiums and discounts associated
with the purchase of agency MBS into interest income over the projected lives of the securities, including contractual payments
and estimated prepayments using the effective interest method. Our policy for estimating prepayment speeds for calculating the
effective yield is to evaluate published prepayment data for similar agency securities, market consensus and current market
conditions. If the actual prepayment experienced differs from our estimate of prepayments, we will be required to make an
adjustment to the amortization or accretion of premiums and discounts that would have an impact on future income.
Spread Risk
When the market spread widens between the yield on our agency securities and benchmark interest rates, our net book value
could decline if the value of our agency securities fall by more than the offsetting fair value increases on our hedging instruments
tied to the underlying benchmark interest rates. We refer to this as "spread risk" or "basis risk." The spread risk associated with
our mortgage assets and the resulting fluctuations in fair value of these securities can occur independent of changes in benchmark
interest rates and may relate to other factors impacting the mortgage and fixed income markets, such as actual or anticipated
monetary policy actions by the Fed, market liquidity, or changes in required rates of return on different assets. Consequently,
while we use interest rate swaps and other supplemental hedges to attempt to protect against moves in interest rates, such instruments
typically will not protect our net book value against spread risk.
The table below quantifies the estimated changes in the fair value of our investment portfolio (including derivatives and
other securities used for hedging purposes) and in our net asset value as of December 31, 2014 and 2013 should spreads widen or
tighten by 10 and 25 basis points. The estimated impact of changes in spreads is in addition to our interest rate shock sensitivity
included in the interest rate shock table above. The table below assumes a spread duration of 5.3 years and 5.5 years based on
interest rates and MBS prices as of December 31, 2014 and 2013, respectively. However, our portfolio's sensitivity of mortgage
spread changes will vary with changes in interest rates and in the size and composition of our investment portfolio. Therefore,
actual results could differ materially from our estimates.
71
Spread Sensitivity of Agency MBS Portfolio 1
Change in MBS Spread
As of December 31, 2014
-25 Basis Points ........................................
-10 Basis Points ........................................
+10 Basis Points........................................
+25 Basis Points........................................
As of December 31, 2013
-25 Basis Points ........................................
-10 Basis Points ........................................
+10 Basis Points........................................
+25 Basis Points........................................
Percentage Change in Projected
Portfolio
Market
Value 2,3
Net Asset
Value 2,4
+1.3%
+0.5%
-0.5%
-1.3%
+1.3%
+0.5%
-0.5%
-1.3%
+9.8%
+3.9%
-3.9%
-9.8%
+10.1%
+4.1%
-4.1%
-10.1%
________________
1.
2.
3.
4.
Spread sensitivity is derived from models that are dependent on inputs and assumptions provided by third parties as well as by our Manager, assumes
there are no changes in interest rates and assumes a static portfolio. Actual results could differ materially from these estimates.
Includes the effect of derivatives and other securities used for hedging purposes.
Estimated dollar change in investment portfolio value expressed as a percent of the total fair value of our investment portfolio as of such date.
Estimated dollar change in portfolio value expressed as a percent of stockholders' equity, net of the Series A and Series B Preferred Stock liquidation
preference, as of such date.
Liquidity Risk
The primary liquidity risk for us arises from financing long-term assets with shorter-term borrowings through repurchase
agreements. Our assets that are pledged to secure repurchase agreements are agency securities, U.S. Treasury securities and cash. As
of December 31, 2014, we had unrestricted cash and cash equivalents of $1.7 billion and unpledged securities of approximately
$3.3 billion, including securities pledged to us, available to meet margin calls on our repurchase agreements and derivative contracts
and for other corporate purposes. However, should the value of our collateral or the value of our derivative instruments suddenly
decrease, margin calls relating to our repurchase and derivative agreements could increase, causing an adverse change in our
liquidity position. Further, there is no assurance that we will always be able to renew (or roll) our repurchase agreements. In
addition, our counterparties have the option to increase our haircuts (margin requirements) on the assets we pledge, against
repurchase agreements thereby reducing the amount that can be borrowed against an asset even if they agree to renew or roll the
repurchase agreement. Significantly higher haircuts can reduce our ability to leverage our portfolio or even force us to sell assets,
especially if correlated with asset price declines or faster prepayment rates on our assets.
In addition, we may utilize TBA dollar roll transactions as a means of investing in and financing agency mortgage-backed
securities. Under certain economic conditions it may be uneconomical to roll our TBA dollar roll transactions prior to the settlement
date and we could have to take physical delivery of the underlying securities and settle our obligations for cash, which could
negatively impact our liquidity position, result in defaults or force us to sell assets under adverse conditions.
Extension Risk
The projected weighted-average life and the duration (or interest rate sensitivity) of our investments is based on our Manager's
assumptions regarding the rate at which the borrowers will prepay the underlying mortgage loans. In general, we use interest rate
swaps and swaptions to help manage our funding cost on our investments in the event that interest rates rise. These swaps (or
swaptions) allow us to reduce our funding exposure on the notional amount of the swap for a specified period of time by establishing
a fixed rate to pay in exchange for receiving a floating rate that generally tracks our financing costs under our repurchase agreements.
However, if prepayment rates decrease in a rising interest rate environment, the average life or duration of our fixed rate
assets generally extends. This could have a negative impact on our results from operations, as our interest rate swap maturities
are fixed and will, therefore, cover a smaller percentage of our funding exposure on our mortgage assets to the extent that their
average lives increase due to slower prepayments. This situation may also cause the market value of our fixed rate agency securities
to decline by more than otherwise would be the case while most of our hedging instruments (with the exception of short TBA
mortgage positions, interest-only securities and certain other supplemental hedging instruments) would not receive any incremental
offsetting gains. In extreme situations, we may be forced to sell assets to maintain adequate liquidity, which could cause us to
incur realized losses.
72
Counterparty Credit Risk
We are exposed to counterparty credit risk relating to potential losses that could be recognized in the event that the
counterparties to our repurchase agreements and derivative contracts fail to perform their obligations under such agreements. The
amount of assets we pledge as collateral in accordance with our agreements varies over time based on the market value and notional
amount of such assets as well as the value of our derivative contracts. In the event of a default by a counterparty, we may not
receive payments provided for under the terms of our agreements and may have difficulty obtaining our assets pledged as collateral
under such agreements. Our credit risk related to certain derivative transactions is largely mitigated through daily adjustments to
collateral pledged based on changes in market value and we limit our counterparties to major financial institutions with acceptable
credit ratings. However, there is no guarantee our efforts to manage counterparty credit risk will be successful and we could suffer
significant losses if unsuccessful.
73
Item 8. Financial Statements and Supplementary Data
Our management is responsible for the preparation, integrity and objectivity of the accompanying consolidated financial
statements and the related financial information. The financial statements have been prepared in conformity with accounting
principles generally accepted in the United States and necessarily include certain amounts that are based on estimates and informed
judgments. Our management also prepared the related financial information included in this Annual Report on Form 10-K and is
responsible for its accuracy and consistency with the consolidated financial statements.
The consolidated financial statements have been audited by Ernst & Young LLP, an independent registered public accounting
firm, who conducted their audit in accordance with the standards of the Public Company Accounting Oversight Board (United
States) as of December 31, 2014 and 2013 and fiscal years 2014, 2013 and 2012. The independent registered public accounting
firm's responsibility is to express an opinion as to the fairness with which such consolidated financial statements present our
financial position, results of operations and cash flows in accordance with accounting principles generally accepted in the United
States.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined
in Rule 13a-15(f) under the Securities Exchange Act of 1934. Our internal control over financial reporting is designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for
external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting
includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures are being made only in accordance with authorizations of our management and Board of Directors; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that
could have a material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2014, utilizing
the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its Internal Control-
Integrated Framework (2013 framework). Based on this assessment and those criteria, management determined that our internal
control over financial reporting was effective as of December 31, 2014. The effectiveness of our internal control over financial
reporting as of December 31, 2014 has been audited by Ernst & Young LLP, our independent registered public accounting firm,
as stated in their attestation report included in this Annual Report on Form 10-K.
74
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of American Capital Agency Corp.
We have audited American Capital Agency Corp.’s internal control over financial reporting as of December 31, 2014, based on
criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework) (the COSO criteria). American Capital Agency Corp.’s management is responsible
for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control
over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our
responsibility is to express an opinion on the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in
the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, American Capital Agency Corp. maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2014, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of American Capital Agency Corp. as of December 31, 2014 and 2013, and the related consolidated
statements of comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended
December 31, 2014 of American Capital Agency Corp., and our report dated February 25, 2015 expressed an unqualified opinion
thereon.
/s/ Ernst & Young LLP
McLean, Virginia
February 25, 2015
75
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of American Capital Agency Corp.
We have audited the accompanying consolidated balance sheets of American Capital Agency Corp. as of December 31, 2014 and
2013, and the related consolidated statements of comprehensive income, stockholders' equity, and cash flows for each of the three
years in the period ended December 31, 2014. These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position
of American Capital Agency Corp. at December 31, 2014 and 2013, and the consolidated results of its operations and its cash
flows for each of the three years in the period ended December 31, 2014, in conformity with U.S. generally accepted accounting
principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
American Capital Agency Corp.'s internal control over financial reporting as of December 31, 2014, based on criteria established
in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(2013 framework) and our report dated February 25, 2015 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
McLean, Virginia
February 25, 2015
76
AMERICAN CAPITAL AGENCY CORP.
CONSOLIDATED BALANCE SHEETS
(in millions, except per share data)
Assets:
Agency securities, at fair value (including pledged securities of $51,629 and
$62,205, respectively) ................................................................................................. $
Agency securities transferred to consolidated variable interest entities, at fair value
(pledged securities)......................................................................................................
U.S. Treasury securities, at fair value (including pledged securities of $2,375 and
$3,778, respectively) ...................................................................................................
REIT equity securities, at fair value ............................................................................
Cash and cash equivalents ...........................................................................................
Restricted cash.............................................................................................................
Derivative assets, at fair value.....................................................................................
Receivable for securities sold (including pledged securities of $79 and $622,
respectively) ................................................................................................................
Receivable under reverse repurchase agreements .......................................................
Other assets..................................................................................................................
Total assets ........................................................................................................... $
Liabilities:
Repurchase agreements ............................................................................................... $
Debt of consolidated variable interest entities, at fair value .......................................
Payable for securities purchased .................................................................................
Derivative liabilities, at fair value ...............................................................................
Dividends payable .......................................................................................................
Obligation to return securities borrowed under reverse repurchase agreements, at
fair value......................................................................................................................
Accounts payable and other accrued liabilities ...........................................................
Total liabilities......................................................................................................
Stockholders' equity:
Preferred stock - $0.01 par value; 10.0 shares authorized:
Redeemable Preferred Stock; $0.01 par value; 6.9 shares issued and outstanding
(aggregate liquidation preference of $348 and $173, respectively).......................
Common stock - $0.01 par value; 600.0 shares authorized;
352.8 and 356.2 shares issued and outstanding, respectively ................................
Additional paid-in capital ............................................................................................
Retained deficit............................................................................................................
Accumulated other comprehensive income (loss).......................................................
Total stockholders' equity.....................................................................................
Total liabilities and stockholders' equity.............................................................. $
See accompanying notes to consolidated financial statements.
December 31,
2014
2013
55,482
$
64,482
1,266
2,427
68
1,720
713
408
239
5,218
225
67,766
50,296
761
843
890
85
5,363
100
58,338
$
$
336
4
10,332
(1,674)
430
9,428
67,766
$
1,459
3,822
237
2,143
101
1,194
652
1,881
284
76,255
63,533
910
118
422
235
1,848
492
67,558
167
4
10,406
(497)
(1,383)
8,697
76,255
77
AMERICAN CAPITAL AGENCY CORP.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions, except per share data)
For the year ended December 31,
2014
2013
2012
Interest income:
Interest income....................................................................................................... $
Interest expense......................................................................................................
Net interest income .........................................................................................
1,472
$
2,193
$
2,109
372
1,100
536
1,657
512
1,597
Other loss, net:
Gain (loss) on sale of agency securities, net ..........................................................
(Loss) gain on derivative instruments and other securities, net.............................
Total other loss, net.........................................................................................
51
(1,243)
(1,192)
(1,408)
1,191
(217)
1,196
(1,353)
(157)
Expenses:
Management fees ...................................................................................................
General and administrative expenses.....................................................................
Total expenses.................................................................................................
(Loss) income before income tax................................................................................
Provision for income tax, net .................................................................................
Net (loss) income..........................................................................................................
Dividend on preferred stock...................................................................................
Net (loss) income (attributable) available to common shareholders ..................... $
Net (loss) income.......................................................................................................... $
Other comprehensive income (loss):..........................................................................
Unrealized gain (loss) on available-for-sale securities, net ...................................
Unrealized gain on derivative instruments, net......................................................
Other comprehensive income (loss) ...............................................................
Comprehensive income (loss) .....................................................................................
Dividend on preferred stock...................................................................................
119
22
141
(233)
—
(233)
23
(256) $
136
32
168
1,272
13
1,259
14
1,245
(233) $
1,259
$
$
1,657
156
1,813
1,580
23
(3,127)
189
(2,938)
(1,679)
14
113
31
144
1,296
19
1,277
10
1,267
1,277
1,039
205
1,244
2,521
10
Comprehensive income (loss) available (attributable) to common shareholders.. $
1,557
$ (1,693) $
2,511
Weighted average number of common shares outstanding - basic and diluted....
Net (loss) income per common share - basic and diluted......................................... $
Comprehensive income (loss) per common share - basic and diluted.................... $
353.3
(0.72) $
$
4.41
379.1
3.28
$
(4.47) $
303.9
4.17
8.26
See accompanying notes to consolidated financial statements.
78
AMERICAN CAPITAL AGENCY CORP.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(in millions)
Preferred Stock
Common Stock
Shares
Amount
Shares Amount
Balance, December 31 2011........................ — $ —
—
Net income................................................. —
Other comprehensive income:
Unrealized gain on available-for-sale
securities, net.......................................... —
Unrealized gain on derivative
instruments, net ...................................... —
Issuance of preferred stock........................
6.9
Issuance of common stock......................... —
Repurchase of common stock.................... —
Preferred dividends declared ..................... —
Common dividends declared ..................... —
6.9
Net income................................................. —
Other comprehensive income:
Balance, December 31, 2012.......................
Unrealized loss on available-for-sale
securities, net.......................................... —
Unrealized gain on derivative
instruments, net ...................................... —
Issuance of common stock......................... —
Repurchase of common stock.................... —
Preferred dividends declared ..................... —
Common dividends declared ..................... —
6.9
Net loss ...................................................... —
Other comprehensive income:
Balance, December 31, 2013.......................
Unrealized gain on available-for-sale
securities, net.......................................... —
Unrealized gain on derivative
instruments, net ...................................... —
Issuance of preferred stock........................ —
Repurchase of common stock.................... —
Preferred dividends declared ..................... —
Common dividends declared ..................... —
6.9
Balance, December 31, 2014.......................
—
—
167
—
—
—
—
167
—
—
—
—
—
—
—
167
—
—
—
169
—
—
—
Additional
Paid-in
Capital
Retained
Deficit
Accumulated
Other
Comprehensive
Income (Loss)
$
5,937
$
(38) $
311
$
—
1,277
—
Total
6,212
1,277
—
—
—
3,600
(77)
—
—
9,460
—
—
—
—
—
—
(10)
(1,518)
(289)
1,259
1,039
205
—
—
—
—
—
1,555
—
1,039
205
167
3,601
(77)
(10)
(1,518)
10,896
1,259
—
—
(3,127)
(3,127)
—
1,802
(856)
—
—
10,406
—
—
—
—
(74)
—
—
$ 10,332
—
—
—
(14)
(1,453)
(497)
(233)
—
—
—
—
(23)
(921)
$ (1,674) $
189
—
—
—
—
(1,383)
—
189
1,803
(856)
(14)
(1,453)
8,697
(233)
1,657
1,657
156
—
—
—
—
156
169
(74)
(23)
(921)
430
$
9,428
2
—
—
—
—
1
—
—
—
3
—
—
—
1
—
—
—
4
—
—
—
—
—
—
—
4
224.2
$
—
—
—
—
117.4
(2.7)
—
—
338.9
—
—
—
57.5
(40.2)
—
—
356.2
—
—
—
—
(3.4)
—
—
$ 336
352.8
$
See accompanying notes to consolidated financial statements.
79
AMERICAN CAPITAL AGENCY CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
For the year ended December 31,
2014
2013
2012
Operating activities:
Net income .................................................................................................................. $
(233) $
1,259
$
1,277
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of agency securities premiums and discounts, net ........................
Amortization of accumulated other comprehensive loss on interest rate swaps
de-designated as qualifying hedges.....................................................................
(Gain) loss on sale of agency securities, net .......................................................
472
156
(51)
Loss (gain) on derivative instruments and other securities, net ..........................
1,243
Decrease (increase) in other assets......................................................................
Increase (decrease) in accounts payable and other accrued liabilities ................
Accretion of discounts on debt of consolidated variable interest entities ...........
55
(18)
(2)
517
189
1,408
(1,191)
(24)
325
18
667
205
(1,196)
1,353
(76)
86
5
Net cash provided by operating activities ...................................................................
1,622
2,501
2,321
Investing activities:
Purchases of agency securities ............................................................................
(26,349)
(76,892)
(104,703)
Proceeds from sale of agency securities..............................................................
Principal collections on agency securities...........................................................
Purchases of U.S. Treasury securities .................................................................
Proceeds from sale of U.S. Treasury securities...................................................
Net (payments on) proceeds from reverse repurchase agreements .....................
Net proceeds from (payments on) other derivative instruments .........................
Purchases of REIT equity securities....................................................................
Proceeds from sale of REIT equity securities .....................................................
(Increase) decrease in restricted cash ..................................................................
Other investing cash flows, net ...........................................................................
30,587
7,358
(51,511)
56,068
(3,337)
313
(234)
416
(612)
(350)
79,456
10,589
(68,261)
54,952
9,937
(1,007)
(197)
—
298
—
65,249
9,576
(28,196)
39,012
(11,055)
(1,001)
—
—
(63)
—
Net cash provided by (used in) investing activities.....................................................
12,349
8,875
(31,181)
Financing activities:
Proceeds from repurchase arrangements.............................................................
291,736
564,971
404,853
Repayments on repurchase agreements...............................................................
(304,973)
(575,916)
(378,056)
Proceeds from debt of consolidated variable interest entities .............................
Repayments on debt of consolidated variable interest entities ...........................
Net proceeds from preferred stock issuance .......................................................
Net proceeds from common stock issuance ........................................................
Payments for common stock repurchases ...........................................................
Cash dividends paid ............................................................................................
Net cash (used in) provided by financing activities ....................................................
Net change in cash and cash equivalents ....................................................................
Cash and cash equivalents at beginning of period ......................................................
—
(158)
169
—
(74)
(1,094)
(14,394)
(423)
2,143
203
(209)
—
1,803
(856)
(1,659)
(11,663)
(287)
2,430
Cash and cash equivalents at end of period................................................................. $
1,720
$
2,143
$
1,000
(150)
167
3,601
(77)
(1,415)
29,923
1,063
1,367
2,430
Supplemental disclosure to cash flow information:
Interest paid ................................................................................................................. $
Taxes paid.................................................................................................................... $
217
3
$
$
347
25
$
$
256
10
See accompanying notes to consolidated financial statements.
80
AMERICAN CAPITAL AGENCY CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Organization
We were organized in Delaware on January 7, 2008, and commenced operations on May 20, 2008 following the completion
of our initial public offering ("IPO"). Our common stock is traded on The NASDAQ Global Select Market under the symbol
"AGNC."
We are externally managed by American Capital AGNC Management, LLC (our "Manager"), an affiliate of American
Capital, Ltd. ("American Capital").
We operate so as to qualify to be taxed as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986,
as amended (the "Internal Revenue Code"). As a REIT, we are required to distribute annually 90% of our taxable net income. As
long as we continue to qualify as a REIT, we will generally not be subject to U.S. federal or state corporate taxes on our taxable
net income to the extent that we distribute all of our annual taxable net income to our stockholders. It is our intention to distribute
100% of our taxable net income, after application of available tax attributes, within the limits prescribed by the Internal Revenue
Code, which may extend into the subsequent taxable year.
We earn income primarily from investing on a leveraged basis in agency mortgage-backed securities ("agency MBS"). These
investments consist of residential mortgage pass-through securities and collateralized mortgage obligations ("CMOs") for which
the principal and interest payments are guaranteed by a government-sponsored enterprise, such as the Federal National Mortgage
Association ("Fannie Mae") and the Federal Home Loan Mortgage Corporation ("Freddie Mac"), or by a U.S. Government agency,
such as the Government National Mortgage Association ("Ginnie Mae") (collectively referred to as "GSEs"). We may also invest
in agency debenture securities issued by Freddie Mac, Fannie Mae or the Federal Home Loan Bank ("FHLB") and in other assets
reasonably related to agency securities.
Our principal objective is to preserve our net asset value (also referred to as "net book value," "NAV" and "stockholders'
equity") while generating attractive risk-adjusted returns for distribution to our stockholders through regular monthly dividends
from the combination of our net interest income and net realized gains and losses on our investments and hedging activities. We
fund our investments primarily through short-term borrowings structured as repurchase agreements.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United
States ("GAAP").
Our consolidated financial statements include the accounts of our wholly-owned subsidiary, American Capital Agency TRS,
LLC, and variable interest entities for which we are the primary beneficiary. Significant intercompany accounts and transactions
have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial
statements and revenues and expenses during the period reported. Actual results could differ from those estimates.
Earnings per Share
Basic earnings per share ("EPS") is computed by dividing net income by the weighted average number of common shares
outstanding during the period. Diluted EPS assumes the conversion, exercise or issuance of all potential common stock equivalents
unless the effect is to reduce a loss or increase the income per share.
Accumulated Other Comprehensive Income (Loss)
Accounting Standards Codification ("ASC") Topic 220, Comprehensive Income ("ASC 220"), divides comprehensive income
into net income and other comprehensive income (loss) ("OCI"), which includes unrealized gains and losses on securities classified
as available-for-sale and unrealized gains and losses on derivative financial instruments that are designated and qualify for cash
flow hedge accounting under ASC Topic 815, Derivatives and Hedging ("ASC 815"). During fiscal year 2011, we discontinued
81
designating our derivative financial instruments, principally interest rate swaps, as cash flow hedges. For further information
regarding our discontinuation of cash flow hedge accounting, see Derivatives Instruments below and Note 5.
Cash and Cash Equivalents
Cash and cash equivalents consist of unrestricted demand deposits and highly liquid investments with original maturities of
three months or less. Cash and cash equivalents are carried at cost, which approximates fair value.
Restricted Cash
Restricted cash includes cash pledged as collateral for clearing and executing trades, repurchase agreements, interest rate
swaps and other derivative instruments. Restricted cash is carried at cost, which approximates fair value.
Investment Securities
ASC Topic 320, Investments—Debt and Equity Securities ("ASC 320"), requires that at the time of purchase, we designate
a security as held-to-maturity, available-for-sale or trading, depending on our ability and intent to hold such security to maturity.
Securities classified as trading and available-for-sale are reported at fair value, while securities classified as held-to-maturity are
reported at amortized cost. We may sell any of our agency securities as part of our overall management of our investment portfolio.
Accordingly, we typically designate our agency securities as available-for-sale. All securities classified as available-for-sale are
reported at fair value, with unrealized gains and losses reported in accumulated OCI, a separate component of stockholders' equity.
Upon the sale of a security, we determine the cost of the security and the amount of unrealized gains or losses to reclassify out of
accumulated OCI into earnings based on the specific identification method.
Interest-only securities and inverse interest-only securities (collectively referred to as "interest-only securities") represent
our right to receive a specified proportion of the contractual interest flows of specific agency CMO securities. Principal-only
securities represent our right to receive the contractual principal flows of specific agency CMO securities. Interest and principal-
only securities are measured at fair value through earnings in gain (loss) on derivative instruments and other securities, net in our
consolidated statements of comprehensive income. Our investments in interest and principal-only securities are included in agency
securities, at fair value on the accompanying consolidated balance sheets.
REIT equity securities represent investments in the common stock of other publicly traded mortgage REITs that invest
predominantly in agency MBS. We designate our investments in REIT equity securities as trading securities and report them at
fair value on the accompanying consolidated balance sheets.
We estimate the fair value of our agency securities based on a market approach using "Level 2" inputs from third-party
pricing services and non-binding dealer quotes derived from common market pricing methods. Such methods incorporate, but are
not limited to, reported trades and executable bid and asked prices for similar securities, benchmark interest rate curves, such as
the spread to the U.S. Treasury rate and interest rate swap curves, convexity, duration and the underlying characteristics of the
particular security, including coupon, periodic and life caps, rate reset period, issuer, additional credit support and expected life
of the security. We estimate the fair value of our REIT equity securities on a market approach using "Level 1" inputs based on
quoted market prices. Refer to Note 7 for further discussion of fair value measurements.
We evaluate our agency securities for other-than-temporary impairment ("OTTI") on at least a quarterly basis. The
determination of whether a security is other-than-temporarily impaired may involve judgments and assumptions based on subjective
and objective factors. When a security is impaired, an OTTI is considered to have occurred if any one of the following three
conditions exists as of the financial reporting date: (i) we intend to sell the security (that is, a decision has been made to sell the
security), (ii) it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis or
(iii) we do not expect to recover the security's amortized cost basis, even if we do not intend to sell the security and it is not more
likely than not that we will be required to sell the security. A general allowance for unidentified impairments in a portfolio of
securities is not permitted.
If either of the first two conditions exists as of the financial reporting date, the entire amount of the impairment loss, if any,
is recognized in earnings as a realized loss and the cost basis of the security is adjusted to its fair value. However, with respect to
the first condition, since the liquidity of the agency securities market allows us to obtain competitive bids and execute on a sale
transaction typically within a day of making the decision to sell a security, we generally do not make decisions to sell specific
agency securities until shortly prior to initiating a sell order. In some instances, we may sell specific agency securities by delivering
the securities into existing short to-be-announced ("TBA") contracts. TBA market conventions require the identification of the
specific securities to be delivered no later than 48 hours prior to settlement. If we settle a short TBA contract through the delivery
of securities, we will generally identify the specific securities to be delivered within one to two days before the 48-hour deadline.
82
If the third condition exists, the OTTI is separated into (i) the amount relating to credit loss (the "credit component") and
(ii) the amount relating to all other factors (the "non-credit components"). Only the credit component is recognized in earnings,
with the non-credit components recognized in OCI. However, in evaluating if the third condition exists, our investments in agency
securities typically would not have a credit component since the principal and interest are guaranteed by a GSE and, therefore,
any unrealized loss is not the result of a credit loss. In addition, since we designate our agency securities as available-for-sale
securities with unrealized gains and losses recognized in OCI, any impairment loss for non-credit components is already recognized
in OCI.
We did not recognize any OTTI charges on our investment securities for fiscal years 2014, 2013 or 2012.
Interest Income
Interest income is accrued based on the outstanding principal amount of the investment securities and their contractual terms.
Premiums or discounts associated with the purchase of investment securities are amortized or accreted into interest income,
respectively, over the projected lives of the securities, including contractual payments and estimated prepayments using the effective
interest method in accordance with ASC Subtopic 310-20, Receivables—Nonrefundable Fees and Other Costs ("ASC 310-20").
We estimate long-term prepayment speeds of our agency securities using a third-party service and market data. The third-
party service estimates prepayment speeds using models that incorporate the forward yield curve, current mortgage rates and
mortgage rates of the outstanding loans, age and size of the outstanding loans, loan-to-value ratios, volatility and other factors.
We review the prepayment speeds estimated by the third-party service and compare the results to market consensus prepayment
speeds, if available. We also consider historical prepayment speeds and current market conditions to validate the reasonableness
of the prepayment speeds estimated by the third-party service and, based on our Manager's judgment, we may make adjustments
to its estimates. Actual and anticipated prepayment experience is reviewed quarterly and effective yields are recalculated when
differences arise between (i) our previously estimated future prepayments and (ii) the actual prepayments to date plus our currently
estimated future prepayments. If the actual and estimated future prepayment experience differs from our prior estimate of
prepayments, we are required to record an adjustment in the current period to the amortization or accretion of premiums and
discounts for the cumulative difference in the effective yield through the reporting date.
Repurchase Agreements
We finance the acquisition of securities for our investment portfolio through repurchase transactions under master repurchase
agreements. Pursuant to ASC Topic 860, Transfers and Servicing ("ASC 860"), we account for repurchase transactions as
collateralized financing transactions, which are carried at their contractual amounts (cost), plus accrued interest, as specified in
the respective transactions. Our repurchase agreements typically have maturities of less than one year, but may extend up to five
years or more. Interest rates under our repurchase agreements generally correspond to one, three or six month LIBOR plus or
minus a fixed spread. The fair value of our repurchase agreements is assumed to equal cost as the interest rates are considered to
be at market.
Reverse Repurchase Agreements and Obligation to Return Securities Borrowed under Reverse Repurchase Agreements
We from time to time borrow securities to cover short sales of U.S. Treasury securities through reverse repurchase transactions
under our master repurchase agreements (see Derivatives Instruments below). We account for these as securities borrowing
transactions and recognize an obligation to return the borrowed securities at fair value on the balance sheet based on the value of
the underlying borrowed securities as of the reporting date. Our reverse repurchase agreements generally mature daily. The fair
value of our reverse repurchase agreements is assumed to equal cost as the interest rates are generally reset daily.
Derivative Instruments
We use a variety of derivative instruments to hedge a portion of our exposure to market risks, including interest rate risk,
prepayment risk and extension risk. The objective of our risk management strategy is to reduce fluctuations in net book value
over a range of interest rate scenarios. In particular, we attempt to mitigate the risk of the cost of our variable rate liabilities
increasing during a period of rising interest rates. The principal instruments that we use are interest rate swaps and options to enter
into interest rate swaps ("swaptions"). We also utilize forward contracts for the purchase or sale of agency MBS securities on a
generic pool basis, or a TBA contract, and we utilize U.S. Treasury securities and U.S. Treasury futures contracts, primarily through
short sales. We may also purchase or write put or call options on TBA securities and we may invest in other types of mortgage
derivatives, such as interest and principal-only securities.
We may also enter into TBA contracts as a means of investing in and financing agency securities (thereby increasing our "at
risk" leverage) or as a means of disposing of or reducing our exposure to agency securities (thereby reducing our "at risk" leverage).
Pursuant to TBA contracts, we agree to purchase or sell, for future delivery, agency securities with certain principal and interest
83
terms and certain types of collateral, but the particular agency securities to be delivered are not identified until shortly before the
TBA settlement date. We may also choose, prior to settlement, to move the settlement of these securities out to a later date by
entering into an offsetting short or long position (referred to as a "pair off"), net settling the paired off positions for cash, and
simultaneously purchasing or selling a similar TBA contract for a later settlement date. This transaction is commonly referred to
as a "dollar roll." The agency securities purchased or sold for a forward settlement date are typically priced at a discount to agency
securities for settlement in the current month. This difference (or discount) is referred to as the "price drop." The price drop is
the economic equivalent of net interest carry income on the underlying agency securities over the roll period (interest income less
implied financing cost) and is commonly referred to as "dollar roll income/loss." Consequently, forward purchases of agency
securities and dollar roll transactions represent a form of off-balance sheet financing.
We account for derivative instruments in accordance with ASC Topic 815, Derivatives and Hedging ("ASC 815"). ASC
815 requires an entity to recognize all derivatives as either assets or liabilities in the balance sheet and to measure those instruments
at fair value.
Our derivative agreements generally contain provisions that allow for netting or setting off derivative assets and liabilities
with the counterparty; however, we report related assets and liabilities on a gross basis in our consolidated balance sheets. Derivative
instruments in a gain position are reported as derivative assets at fair value and derivative instruments in a loss position are reported
as derivative liabilities at fair value in our consolidated balance sheets. Changes in fair value of derivative instruments and periodic
settlements related to our derivative instruments are recorded in gain (loss) on derivative instruments and other securities, net in
our consolidated statements of comprehensive income. Cash receipts and payments related to derivative instruments are classified
in our consolidated statements of cash flows according to the underlying nature or purpose of the derivative transaction, generally
in the investing section.
The use of derivative instruments creates exposure to credit risk relating to potential losses that could be recognized in the
event that the counterparties to these instruments fail to perform their obligations under the contracts. We attempt to minimize this
risk by limiting our counterparties to major financial institutions with acceptable credit ratings, monitoring positions with individual
counterparties and adjusting posted collateral as required.
Discontinuation of hedge accounting for interest rate swap agreements
Prior to September 30, 2011, we entered into interest rate swap agreements typically with the intention of qualifying for
hedge accounting under ASC 815. However, as of September 30, 2011, we elected to discontinue hedge accounting for our interest
rate swaps. Upon discontinuation of hedge accounting, the net deferred loss related to our de-designated interest rate swaps
remained in accumulated OCI and is being reclassified from accumulated OCI into interest expense on a straight-line basis over
the remaining term of each interest rate swap.
Interest rate swap agreements
We use interest rate swaps to hedge the variable cash flows associated with borrowings made under our repurchase agreement
facilities. Under our interest rate swap agreements, we typically pay a fixed rate and receive a floating rate based on one, three
or six-month LIBOR ("payer swaps") with terms up to 20 years. The floating rate we receive under our swap agreements has the
effect of offsetting the repricing characteristics of our repurchase agreements and cash flows on such liabilities. Our swap agreements
are privately negotiated in the over-the-counter ("OTC") market, with swap agreements entered into subsequent to May 2013
subject to central clearing through a registered commodities exchange ("centrally cleared swaps").
We estimate the fair value of our centrally cleared interest rate swaps using the daily settlement price determined by the
respective exchange. Centrally cleared swaps are valued by the exchange using a pricing model that references the underlying
rates including the overnight index swap rate and LIBOR forward rate to produce the daily settlement price.
We estimate the fair value of our "non-centrally cleared" swaps using a combination of inputs from counterparty and third-
party pricing models to estimate the net present value of the future cash flows using the forward interest rate yield curve in effect
as of the end of the measurement period. We also incorporate both our own and our counterparties' nonperformance risk in
estimating the fair value of our interest rate swaps. In considering the effect of nonperformance risk, we consider the impact of
netting and credit enhancements, such as collateral postings and guarantees, and have concluded that our own and our counterparty
risk is not significant to the overall valuation of these agreements.
Interest rate swaptions
We purchase interest rate swaptions generally to help mitigate the potential impact of larger, more rapid changes in interest
rates on the performance of our investment portfolio. Interest rate swaptions provide us the option to enter into an interest rate
swap agreement for a predetermined notional amount, stated term and pay and receive interest rates in the future. Our swaption
84
agreements typically provide us the option to enter into a pay fixed rate interest rate swap, which we refer as "payer swaptions."
We may also enter into swaption agreements that provide us the option to enter into a receive fixed interest rate swap, which we
refer to as "receiver swaptions." The premium paid for interest rate swaptions is reported as an asset in our consolidated balance
sheets. The premium is valued at an amount equal to the fair value of the swaption that would have the effect of closing the position
adjusted for nonperformance risk, if any. The difference between the premium and the fair value of the swaption is reported in
gain (loss) on derivative instruments and other securities, net in our consolidated statements of comprehensive income. If a
swaption expires unexercised, the realized loss on the swaption would be equal to the premium paid. If we sell or exercise a
swaption, the realized gain or loss on the swaption would be equal to the difference between the cash or the fair value of the
underlying interest rate swap received and the premium paid.
Our interest rate swaption agreements are privately negotiated in the OTC market and are not subject to central clearing.
We estimate the fair value of interest rate swaptions using a combination of inputs from counterparty and third-party pricing models
based on the fair value of the future interest rate swap that we have the option to enter into as well as the remaining length of time
that we have to exercise the option, adjusted for non-performance risk, if any.
TBA securities
A TBA security is a forward contract for the purchase ("long position") or sale ("short position") of agency MBS at a
predetermined price, face amount, issuer, coupon and stated maturity on an agreed-upon future date. The specific agency MBS
delivered into the contract upon the settlement date, published each month by the Securities Industry and Financial Markets
Association, are not known at the time of the transaction. We may enter into TBA contracts as a means of hedging against short-
term changes in interest rates. We may also enter into TBA contracts as a means of acquiring or disposing of agency securities
and we may from time to time utilize TBA dollar roll transactions to finance agency MBS purchases.
We account for TBA contracts as derivative instruments since either the TBA contracts do not settle in the shortest period
of time possible or we cannot assert that it is probable at inception and throughout the term of the TBA contract that we will take
physical delivery of the agency security upon settlement of the contract. We account for TBA dollar roll transactions as a series
of derivative transactions. Gains, losses and dollar roll income associated with our TBA contracts and dollar roll transactions are
recognized in our consolidated statements of comprehensive income in gain (loss) on derivative instruments and other securities,
net.
We estimate the fair value of TBA securities based on similar methods used to value our agency MBS securities.
U.S. Treasury securities
We purchase or sell short U.S. Treasury securities and U.S. Treasury futures contracts to help mitigate the potential impact
of changes in interest rates on the performance of our portfolio. We borrow securities to cover short sales of U.S. Treasury securities
under reverse repurchase agreements. We account for these as securities borrowing transactions and recognize an obligation to
return the borrowed securities at fair value on the balance sheet based on the value of the underlying borrowed securities as of the
reporting date. Gains and losses associated with purchases and short sales of U.S. Treasury securities and U.S. Treasury futures
contracts are recognized in gain (loss) on derivative instruments and other securities, net in our consolidated statements of
comprehensive income.
Variable Interest Entities
ASC Topic 810, Consolidation ("ASC 810"), requires an enterprise to consolidate a variable interest entity ("VIE") if it is
deemed the primary beneficiary of the VIE. Further, ASC 810 requires a qualitative assessment to determine the primary beneficiary
of a VIE and ongoing assessments of whether an enterprise is the primary beneficiary of a VIE as well as additional disclosures
for entities that have variable interests in VIEs.
We have entered into transactions involving CMO trusts, which are VIEs. We will consolidate a CMO trust if we are the
CMO trust's primary beneficiary; that is, if we have a variable interest that provides us with a controlling financial interest in the
CMO trust. An entity is deemed to have a controlling financial interest if the entity has the power to direct the activities of a VIE
that most significantly impact the VIE's economic performance and the obligation to absorb losses of or right to receive benefits
from the VIE that could potentially be significant to the VIE. As part of the qualitative assessment in determining if we have a
controlling financial interest, we evaluate whether we control the selection of financial assets transferred to the CMO trust. For
each of our consolidated CMO trusts we controlled the selection of the agency MBS transferred from our investment portfolio to
an investment bank in exchange for cash proceeds and at the same time entered into a commitment with the investment bank to
purchase to-be-issued securities collateralized by the agency MBS transferred, which resulted in our consolidation of the CMO
trusts.
85
Agency MBS transferred to consolidated VIEs are reported on our consolidated balance sheets in agency securities transferred
to consolidated VIEs, at fair value and can only be used to settle the obligations of each respective VIE. We elected the option to
account for the consolidated debt at fair value, with changes in fair value reflected in earnings during the period in which they
occur, because we believe this election more appropriately reflects our financial position as both the consolidated assets and
consolidated debt are presented in a consistent manner on our consolidated balance sheets.
We estimate the fair value of the consolidated debt based on the fair value of the agency MBS transferred to consolidated
VIEs, less the fair value of our retained interests, which are measured on a market approach using "Level 2" inputs from third-
party pricing services and dealer quotes.
Manager Compensation
Our management agreement provides for the payment to our Manager of a management fee and reimbursement of certain
operating expenses, which are accrued and expensed during the period for which they are earned or incurred. Refer to Note 8 for
the terms of our management agreement and the administrative services agreement between American Capital and our Manager.
Income Taxes
We elected to be taxed as a REIT under the provisions of the Internal Revenue Code and the corresponding provisions of
state law, commencing with our initial tax year ended December 31, 2008. In order to continue to qualify as a REIT, we must
annually distribute, in a timely manner to our stockholders, at least 90% of our taxable ordinary income, amongst other conditions.
A REIT is not subject to tax on its earnings to the extent that it distributes its annual taxable income to its stockholders and as long
as certain asset, income and stock ownership tests are met. We operate in a manner that will allow us to be taxed as a REIT. As
permitted by the Internal Revenue Code, a REIT can designate dividends paid in the subsequent year as dividends of the current
year if those dividends are both declared by the extended due date of the REIT's federal income tax return and paid to stockholders
by the last day of the subsequent year.
As a REIT, if we fail to distribute in any calendar year at least the sum of (i) 85% of our ordinary income for such year, (ii)
95% of our capital gain net income for such year and (iii) any undistributed taxable income from the prior year, we are subject to
a non-deductible 4% excise tax on the excess of such required distribution over the sum of (a) the amounts actually distributed
and, if applicable, (b) the amounts of income we retained and on which we have paid corporate income tax. Dividends declared
by December 31 and paid by January 31 are treated as having been a distribution of our taxable income for the prior tax year.
We and our domestic subsidiary, American Capital Agency TRS, LLC, have made a joint election to treat our subsidiary as
a taxable REIT subsidiary. As such, American Capital Agency TRS, LLC, is subject to federal and state income tax.
We evaluate uncertain income tax positions, if any, in accordance with ASC Topic 740, Income Taxes ("ASC 740"). To the
extent we incur interest and/or penalties in connection with our tax obligations, such amounts shall be classified as income tax
expense on our consolidated statements of operations.
86
Note 3. Investment Securities
As of December 31, 2014 and 2013, our investment portfolio consisted of $56.7 billion and $65.9 billion of agency MBS,
respectively, and a $14.8 billion and $2.3 billion net long TBA position, at fair value, respectively.
Our TBA positions are reported at their net carrying value of $192 million and $(5) million as of December 31, 2014 and
2013, respectively, in derivative assets/(liabilities) on our accompanying consolidated balance sheets. The net carrying value of
our TBA position represents the difference between the fair value of the underlying agency security in the TBA contract and the
cost basis or the forward price to be paid or received for the underlying agency security. (See Note 5 for further details of our net
TBA position as of December 31, 2014 and 2013.)
As of December 31, 2014 and 2013, the net unamortized premium balance on our agency MBS was $2.5 billion and $3.0
billion, respectively, including interest and principal-only strips.
The following tables summarize our investments in agency MBS as of December 31, 2014 and 2013 (dollars in millions):
Agency MBS
December 31, 2014
Gross
Unrealized
Gain
Gross
Unrealized
Loss
Amortized
Cost
Fair Value
Fixed rate ...............................................................................................................
$
53,945
$
715
$
(187) $
54,473
Adjustable rate .......................................................................................................
CMO ......................................................................................................................
Interest-only and principal-only strips ...................................................................
659
1,172
372
19
24
33
—
(1)
(3)
678
1,195
402
Total agency MBS..................................................................................................
$
56,148
$
791
$
(191) $
56,748
Agency MBS
December 31, 2013
Gross
Unrealized
Gain
Gross
Unrealized
Loss
Amortized
Cost
Fair Value
Fixed rate ...............................................................................................................
$
64,057
$
242
$
(1,338) $
62,961
Adjustable rate .......................................................................................................
CMO ......................................................................................................................
Interest-only and principal-only strips ...................................................................
1,223
1,313
432
15
3
16
(3)
(8)
(11)
1,235
1,308
437
Total agency MBS..................................................................................................
$
67,025
$
276
$
(1,360) $
65,941
87
—
2
109
3
—
112
—
—
—
—
(42)
2,396
55,776
758
(188)
56,346
372
33
(3)
402
Agency MBS
Available-for-sale agency MBS:
December 31, 2014
Fannie Mae
Freddie Mac
Ginnie Mae
Total
Agency MBS, par .........................................................................................................
$
42,749
$
10,566
$
107
$
53,422
Unamortized discount...................................................................................................
Unamortized premium..................................................................................................
Amortized cost .........................................................................................................
Gross unrealized gains..................................................................................................
Gross unrealized losses ................................................................................................
(37)
1,880
44,592
610
(127)
(5)
514
11,075
145
(61)
Total available-for-sale agency MBS, at fair value..................................................
45,075
11,159
Agency MBS remeasured at fair value through earnings:
Interest-only and principal-only strips, amortized cost 1..............................................
Gross unrealized gains..................................................................................................
Gross unrealized losses ................................................................................................
Total agency MBS remeasured at fair value through earnings................................
Total agency MBS, at fair value .......................................................................................
Weighted average coupon as of December 31, 2014 2......................................................
Weighted average yield as of December 31, 2014 3 .........................................................
Weighted average yield for the year ended December 31, 2014 3 ....................................
________________________
348
30
(2)
376
24
3
(1)
26
$
45,451
$
11,185
$
112
$
56,748
3.63%
2.75%
2.62%
3.70%
2.73%
2.64%
3.52%
1.87%
1.66%
3.65%
2.74%
2.63%
1.
2.
3.
The underlying unamortized principal balance ("UPB" or "par value") of our interest-only agency MBS strips was $1.2 billion and the weighted average
contractual interest we are entitled to receive was 5.46% of this amount as of December 31, 2014. The par value of our principal-only agency MBS
strips was $242 million as of December 31, 2014.
The weighted average coupon includes the interest cash flows from our interest-only agency MBS strips taken together with the interest cash flows
from our fixed rate, adjustable-rate and CMO agency MBS as a percentage of the par value of our agency MBS (excluding the UPB of our interest-
only securities) as of December 31, 2014.
Incorporates a weighted average future constant prepayment rate assumption of 9% based on forward rates as of December 31, 2014.
Agency MBS
Available-for-sale agency MBS:
December 31, 2013
Fannie Mae
Freddie Mac Ginnie Mae
Total
Agency MBS, par..............................................................................................................
$
50,914
$
12,640
$
223
$
63,777
Unamortized discount .......................................................................................................
Unamortized premium ......................................................................................................
Amortized cost .............................................................................................................
Gross unrealized gains ......................................................................................................
Gross unrealized losses .....................................................................................................
(25)
2,210
53,099
181
(991)
(7)
631
13,264
74
(358)
Total available-for-sale agency MBS, at fair value......................................................
52,289
12,980
Agency MBS remeasured at fair value through earnings:
Interest-only and principal-only strips, amortized cost 1 ..................................................
Gross unrealized gains ......................................................................................................
Gross unrealized losses .....................................................................................................
Total agency MBS remeasured at fair value through earnings.....................................
400
13
(9)
404
32
3
(2)
33
—
7
230
5
—
235
—
—
—
—
(32)
2,848
66,593
260
(1,349)
65,504
432
16
(11)
437
Total agency MBS, at fair value............................................................................................
Weighted average coupon as of December 31, 2013 2 ..........................................................
Weighted average yield as of December 31, 2013 3 ..............................................................
Weighted average yield for the year ended December 31, 2013 3.........................................
$
52,693
$
13,013
$
235
$
65,941
3.53%
2.66%
2.74%
3.78%
2.87%
2.87%
3.56%
1.66%
1.79%
3.58%
2.70%
2.77%
________________________
1.
The underlying UPB of our interest-only agency MBS strips was $1.4 billion and the weighted average contractual interest we are entitled to receive
was 5.50% of this amount as of December 31, 2013. The par value of our principal-only agency MBS strips was $271 million as of December 31,
2013.
88
2.
3.
The weighted average coupon includes the interest cash flows from our interest-only agency MBS strips taken together with the interest cash flows
from our fixed rate, adjustable-rate and CMO agency MBS as a percentage of the par value of our agency MBS (excluding the UPB of our interest-
only securities) as of December 31, 2013.
Incorporates a weighted average future constant prepayment rate assumption of 7% based on forward rates as of December 31, 2013.
The actual maturities of our agency MBS are generally shorter than the stated contractual maturities. Actual maturities are
affected by the contractual lives of the underlying mortgages, periodic contractual principal payments and principal prepayments.
As of December 31, 2014 and 2013, our weighted average expected constant prepayment rate ("CPR") over the remaining life of
our aggregate agency MBS portfolio was 9% and 7%, respectively. Our estimates differ materially for different types of securities
and thus individual holdings have a wide range of projected CPRs. We estimate long-term prepayment assumptions for different
securities using a third-party service and market data. The third-party service estimates prepayment speeds using models that
incorporate the forward yield curve, current mortgage rates and mortgage rates of the outstanding loans, age and size of the
outstanding loans, loan-to-value ratios, volatility and other factors. We review the prepayment speeds estimated by the third-party
service and compare the results to market consensus prepayment speeds, if available. We also consider historical prepayment
speeds and current market conditions to validate reasonableness. As market conditions may change rapidly, we may make
adjustments for different securities based on our Manager's judgment. Various market participants could use materially different
assumptions.
The following table summarizes our agency MBS classified as available-for-sale as of December 31, 2014 and 2013 according
to their estimated weighted average life classification (dollars in millions):
Estimated Weighted Average Life of
Agency MBS Classified as Available-
for-Sale 1
Fair
Value
Amortized
Cost
Weighted
Average
Coupon
Weighted
Average
Yield
Fair
Value
Amortized
Cost
Weighted
Average
Coupon
Weighted
Average
Yield
December 31, 2014
December 31, 2013
....................................................
$
— $
.............................
............................
...........................
> 10 years ................................................
289
22,153
33,271
633
—
280
21,820
33,055
621
Total.........................................................
$
56,346
$
55,776
_______________________
1.
Excludes interest and principal-only strips.
—%
4.08%
3.26%
3.73%
3.28%
3.54%
—%
2.62%
2.40%
2.92%
3.15%
2.72%
$
$
129
498
24,471
38,522
1,884
129
491
24,342
39,635
1,996
$
65,504
$
66,593
3.07%
4.08%
3.59%
3.39%
3.66%
3.47%
2.53%
2.25%
2.57%
2.73%
2.96%
2.68%
The weighted average life of our interest-only strips was 6.0 and 6.3 years as of December 31, 2014 and 2013, respectively.
The weighted average life of our principal-only strips was 8.1 and 8.6 years as of December 31, 2014 and 2013, respectively.
Our agency securities classified as available-for-sale are reported at fair value, with unrealized gains and losses excluded
from earnings and reported in accumulated OCI. The following table summarizes changes in accumulated OCI, a separate
component of stockholders' equity, for our available-for-sale securities for fiscal years 2014, 2013 and 2012 (in millions):
Agency Securities Classified as
Available-for-Sale
Beginning
Accumulated
OCI
Balance
Unrealized
Gains and
(Losses), Net
Reversal of
Unrealized
(Gains) and Losses,
Net on Realization
Ending
Accumulated
OCI
Balance
Fiscal year 2014............................................................................................
Fiscal year 2013............................................................................................
Fiscal year 2012............................................................................................
$
$
$
(1,087)
2,040
1,001
1,708
(4,535)
2,235
(51) $
1,408
$
(1,196) $
570
(1,087)
2,040
The following table presents the gross unrealized loss and fair values of our available-for-sale agency securities by length
of time that such securities have been in a continuous unrealized loss position as of December 31, 2014 and 2013 (in millions):
89
Agency Securities Classified as
Available-for-Sale
Unrealized Loss Position For
Less than 12 Months
12 Months or More
Total
Estimated
Fair
Value
Unrealized
Loss
Estimated
Fair Value
Unrealized
Loss
Estimated
Fair
Value
Unrealized
Loss
December 31, 2014...................................
December 31, 2013...................................
$
$
778
42,853
$
$
(2) $
11,679
(1,248) $
1,586
$
$
(186) $
12,457
(101) $
44,439
$
$
(188)
(1,349)
As of the end of each respective reporting period, a decision had not been made to sell any of these agency securities and
we do not believe it is more likely than not we will be required to sell the agency securities before recovery of their amortized
cost basis. The unrealized losses on these agency securities are not due to credit losses given the GSE guarantees, but are rather
due to changes in interest rates and prepayment expectations. Accordingly, we did not recognize any OTTI charges on our
investment securities for fiscal years 2014 and 2013. However, as we continue to actively manage our portfolio, we may recognize
additional realized losses on our agency securities upon selecting specific securities to sell.
Gains and Losses
The following table is a summary of our net gain (loss) from the sale of agency securities classified as available-for-sale for
fiscal years 2014, 2013 and 2012 (in millions):
Agency Securities Classified as
Available-for-Sale
Fiscal Year
2014
2013
2012
Agency MBS sold, at cost ..................................................................................
$
(30,123) $
(81,516) $
(63,610)
Proceeds from agency MBS sold 1 .....................................................................
30,174
80,108
Net gain (loss) on sale of agency MBS ..............................................................
$
51
$
(1,408) $
Gross gain on sale of agency MBS ....................................................................
$
172
$
217
$
Gross loss on sale of agency MBS .....................................................................
(121)
(1,625)
Net gain (loss) on sale of agency MBS ..............................................................
$
51
$
(1,408) $
________________________
1.
Proceeds include cash received during the period, plus receivable for agency MBS sold during the period as of period end.
64,806
1,196
1,209
(13)
1,196
For fiscal years 2014 and 2012, we recognized a net unrealized gain of $32 million and $17 million, respectively, for the
change in value of investments in interest and principal-only strips in gain (loss) on derivative instruments and other securities,
net in our consolidated statements of comprehensive income. For fiscal year 2013, we did not recognize a net unrealized gain or
loss on our interest and principal-only securities. Over the same periods, we did not recognize any realized gains or losses on our
interest or principal-only securities.
Securitizations and Variable Interest Entities
As of December 31, 2014 and 2013, we held investments in CMO trusts, which are VIEs. We have consolidated certain of
these CMO trusts in our consolidated financial statements where we have determined we are the primary beneficiary of the trusts.
All of our CMO securities are backed by fixed or adjustable-rate agency MBS. Fannie Mae or Freddie Mac guarantees the payment
of interest and principal and acts as the trustee and administrator of their respective securitization trusts. Accordingly, we are not
required to provide the beneficial interest holders of the CMO securities any financial or other support. Our maximum exposure
to loss related to our involvement with CMO trusts is the fair value of the CMO securities and interest and principal-only securities
held by us, less principal amounts guaranteed by Fannie Mae and Freddie Mac.
In connection with our consolidated CMO trusts, we recognized agency securities with a total fair value of $1.3 billion and
$1.5 billion as of December 31, 2014 and 2013, respectively, and debt, at fair value, of $761 million and $910 million, respectively,
in our accompanying consolidated balance sheets. As of December 31, 2014 and 2013, the agency securities had an aggregate
unpaid principal balance of $1.2 billion and $1.4 billion, respectively, and the debt had an aggregate unpaid principal balance of
$742 million and $900 million, respectively. We re-measure our consolidated debt at fair value through earnings in gain (loss) on
derivative instruments and other securities, net in our consolidated statements of comprehensive income. For fiscal years 2014,
2013 and 2012, we recognized a net loss of $10 million, a net gain of $39 million and a net loss of $28 million, respectively,
associated with our consolidated debt. Our involvement with the consolidated trusts is limited to the agency securities transferred
90
by us upon the formation of the trusts and the CMO securities subsequently held by us. There are no arrangements that could
require us to provide financial support to the trusts.
As of December 31, 2014 and 2013, the fair value of our CMO securities and interest and principal-only securities was $1.6
billion and $1.7 billion, respectively, excluding the consolidated CMO trusts discussed above, or $2.1 billion and $2.3 billion,
respectively, including the net asset value of our consolidated CMO trusts. Our maximum exposure to loss related to our CMO
securities and interest and principal-only securities, including our consolidated CMO trusts, was $274 million and $246 million
as of December 31, 2014 and 2013, respectively.
Note 4. Repurchase Agreements and Other Debt
We pledge certain of our securities as collateral under repurchase arrangements with financial institutions, the terms and
conditions of which are negotiated on a transaction-by-transaction basis. For additional information regarding our pledged assets
please refer to Note 6. Interest rates on these borrowings are generally based on LIBOR plus or minus a margin and amounts
available to be borrowed are dependent upon the fair value of the securities pledged as collateral, which fluctuates with changes
in interest rates, type of security and liquidity conditions within the banking, mortgage finance and real estate industries. If the
fair value of our pledged securities declines, lenders will typically require us to post additional collateral or pay down borrowings
to re-establish agreed upon collateral requirements, referred to as "margin calls." Similarly, if the fair value of our pledged securities
increases, lenders may release collateral back to us. As of December 31, 2014 and 2013, we had met all margin call requirements.
The following table summarizes our borrowings under repurchase arrangements and weighted average interest rates classified
by remaining maturities as of December 31, 2014 and 2013 (dollars in millions):
December 31, 2014
December 31, 2013
Remaining Maturity
Agency MBS:
Repurchase
Agreements
Weighted
Average
Interest
Rate
Weighted
Average Days
to Maturity
.................................
$
.....................
.....................
.....................
...................
.................
.................
.................
> 48 to < 60 months.................
14,157
20,223
6,654
1,575
2,678
600
952
650
900
Total agency MBS.....................
48,389
U.S. Treasury securities:
1 day ........................................
1,907
Total / Weighted Average...........
$
50,296
0.37%
0.38%
0.42%
0.50%
0.54%
0.57%
0.60%
0.64%
0.68%
0.41%
0.09%
0.40%
15
61
120
225
313
551
999
1,266
1,542
143
1
138
Repurchase
Agreements
$
23,577
20,490
6,946
2,232
3,607
3,261
500
202
400
61,215
2,318
$
63,533
Weighted
Average
Interest
Rate
Weighted
Average Days
to Maturity
0.42%
0.43%
0.45%
0.53%
0.54%
0.60%
0.62%
0.71%
0.66%
0.45%
0.02%
0.44%
15
61
140
230
323
603
930
1,257
1,574
124
1
119
As of December 31, 2014 and 2013, debt of consolidated VIEs, at fair value ("other debt") was $761 million and $910
million, respectively. As of December 31, 2014 and 2013, our other debt had a weighted average interest rate of LIBOR plus 43
and 42 basis points and a principal balance of $742 million and $900 million, respectively. The actual maturities of our other debt
are generally shorter than the stated contractual maturities. The actual maturities are affected by the contractual lives of the
underlying agency MBS securitizing our other debt and periodic principal prepayments of such underlying securities. The estimated
weighted average life of our other debt as of December 31, 2014 and 2013 was 5.8 and 7.1 years, respectively.
As of December 31, 2014 and 2013, we also had outstanding forward commitments to purchase and sell agency securities
through the TBA market (see Notes 2 and 5). These transactions, also referred to as TBA dollar roll transactions, represent a form
of "off-balance sheet" financing and serve to either increase, in the case of forward purchases, or decrease, in the case of forward
sales, our total "at risk" leverage. However, pursuant to ASC 815, we account for such transactions as one or more series of
derivative transactions and, consequently, they are not recognized as debt on our consolidated balance sheet and are excluded from
commensurate measurements of our balance sheet debt to equity leverage ratios.
91
Note 5. Derivative and Other Hedging Instruments
In connection with our risk management strategy, we hedge a portion of our interest rate risk by entering into derivative and
other hedging instrument contracts. We typically enter into agreements for interest rate swaps and interest rate swaptions and
purchase or short TBA and U.S. Treasury securities. We may also purchase or write put or call options on TBA securities or we
may invest in other types of mortgage derivative securities, such as interest and principal-only securities. Our risk management
strategy attempts to manage the overall risk of the portfolio, reduce fluctuations in book value and generate additional income
distributable to stockholders. For additional information regarding our derivative instruments and our overall risk management
strategy, please refer to the discussion of derivative and other hedging instruments in Note 2.
Prior to September 30, 2011, our interest rate swaps were typically designated as cash flow hedges under ASC 815; however,
as of September 30, 2011, we elected to discontinue hedge accounting for our interest rate swaps in order to increase our funding
flexibility. For fiscal years 2014, 2013 and 2012, we reclassified $156 million, $189 million and $205 million, respectively, of
net deferred losses from accumulated OCI into interest expense related to our de-designated interest rate swaps and recognized
an equal, but offsetting, amount in other comprehensive income. Our total net periodic interest costs on our swap portfolio for
those periods were $486 million, $613 million and $457 million, respectively. The difference of $330 million, $424 million and
$252 million for these periods, respectively, is reported in our accompanying consolidated statements of comprehensive income
in gain (loss) on derivative instruments and other securities, net. As of December 31, 2014, the remaining net deferred loss in
accumulated OCI related to de-designated interest rate swaps was $140 million and will be reclassified from OCI into interest
expense over a remaining weighted average period of 1.4 years. As of December 31, 2014, the net deferred loss expected to be
reclassified from OCI into interest expense over the next twelve months was $101 million.
Derivative and Other Hedging Instrument Assets (Liabilities), at Fair Value
The table below summarizes fair value information about our derivative assets and liabilities as of December 31, 2014 and
2013 (in millions):
Derivative and Other Hedging Instruments
Balance Sheet Location
December 31,
2014
December 31,
2013
Interest rate swaps ........................................ Derivative assets, at fair value .............................................
$
Swaptions ..................................................... Derivative assets, at fair value .............................................
TBA securities.............................................. Derivative assets, at fair value .............................................
U.S. Treasury futures - short ........................ Derivative assets, at fair value .............................................
Total
Interest rate swaps ........................................ Derivative liabilities, at fair value .......................................
TBA securities.............................................. Derivative liabilities, at fair value .......................................
U.S. Treasury futures - short ........................ Derivative liabilities, at fair value .......................................
Total
U.S. Treasury securities - long
U.S. Treasury securities, at fair value..................................
U.S. Treasury securities - short
Total - (short)/long, net
________________________
Obligation to return securities borrowed under reverse
repurchase agreements, at fair value 1
$
$
$
$
$
136
75
197
—
408
(880)
(5)
(5)
(890)
2,427
(5,363)
(2,936)
$
$
$
$
$
$
880
258
17
39
1,194
(400)
(22)
—
(422)
3,822
(1,848)
1,974
1. Our obligation to return securities borrowed under reverse repurchase agreements as of December 31, 2014 and 2013 relates to securities borrowed to
cover short sales of U.S. Treasury securities from which we received total sale proceeds of $5.4 billion and $1.9 billion, respectively. The change in
fair value of the borrowed securities is recorded in gain (loss) on derivative instruments and other securities, net in our consolidated statements of
comprehensive income.
92
The following tables summarize our interest rate swap agreements outstanding as of December 31, 2014 and 2013 (dollars
in millions):
Payer Interest Rate Swaps
December 31, 2014
Notional
Amount 1
Average
Fixed
Pay Rate 2
Average
Receive
Rate 3
Net
Estimated
Fair Value
Average
Maturity
(Years) 4
.......................................................................................................
$
12,300
............................................................................................
............................................................................................
..........................................................................................
> 10 years.....................................................................................................
8,975
7,250
10,775
4,400
Total Payer Interest Rate Swaps ..................................................................
$
43,700
1.33%
1.63%
2.47%
2.48%
3.19%
2.05%
0.21%
0.24%
0.23%
0.24%
0.23%
0.23%
$
$
(87)
(4)
(139)
(223)
(291)
(744)
2.0
4.2
6.1
8.3
12.6
5.8
________________________
1. Notional amount includes forward starting swaps of $12.4 billion with an average forward start date of 1.1 years and an average maturity of 7.9 years
from December 31, 2014.
2. Average fixed pay rate includes forward starting swaps. Excluding forward starting swaps, the average fixed pay rate was 1.68% as of December 31,
2014.
3. Average receive rate excludes forward starting swaps.
4. Average maturity measured from December 31, 2014 through stated maturity date.
Payer Interest Rate Swaps
December 31, 2013
Notional
Amount 1
Average
Fixed
Pay Rate 2
Average
Receive
Rate 3
Net
Estimated
Fair Value
Average
Maturity
(Years) 4
.......................................................................................................
$
16,750
.............................................................................................
10,225
.............................................................................................
...........................................................................................
> 10 years .....................................................................................................
5,700
8,825
1,750
Total Payer Interest Rate Swaps...................................................................
$
43,250
1.57%
1.07%
1.97%
2.28%
2.79%
1.70%
0.19%
0.24%
0.26%
0.24%
0.24%
0.22%
$
(382)
81
113
499
169
480
$
1.6
3.9
6.0
8.8
14.7
4.7
________________________
1. Notional amount includes forward starting swaps of $4.0 billion with an average forward start date of 1.9 years from December 31, 2013.
2. Average fixed pay rate includes forward starting swaps. Excluding forward starting swaps, the average fixed pay rate was 1.57% as of December 31,
2013.
3. Average receive rate excludes forward starting swaps.
4. Average maturity measured from December 31, 2013 through stated maturity date.
93
The following tables summarize our interest rate swaption agreements outstanding as of December 31, 2014 and 2013 (dollars
in millions):
Years to Expiration
Payer Swaptions:
Option
Fair
Value
Cost
December 31, 2014
Underlying Payer Swap
Average
Months to
Expiration
Notional
Amount
Average
Fixed Pay
Rate
Average
Receive
Rate
(LIBOR)
Average
Term
(Years)
...........................................................
...............................................
Total Payer Swaptions....................................
$
$
113
32
145
$
$
36
10
46
6
16
8
$
$
5,600
1,200
6,800
3.15%
3.87%
3.28%
3M
3M
3M
6.4
5.1
6.2
December 31, 2014
Option
Fair
Value
Cost
Average
Months to
Expiration
Notional
Amount
Underlying Receiver Swap
Average
Fixed
Receive
Rate
Average
Pay
Rate
(LIBOR)
Average
Term
(Years)
Years to Expiration
Receiver Swaptions:
..........................................................
$
18
$
29
5
$
4,250
1.78%
3M
6.4
Option
Fair
Value
Cost
December 31, 2013
Underlying Payer Swap
Average
Months to
Expiration
Notional
Amount
Average
Fixed Pay
Rate
Average
Receive
Rate
(LIBOR)
Average
Term
(Years)
Years to Expiration
Payer Swaptions:
..........................................................
$
..............................................
..............................................
..............................................
193
105
35
2
$
117
92
45
4
Total Payer Swaptions....................................
$
335
$
258
4
19
30
52
10
$
9,400
3,600
1,150
100
$ 14,250
2.87%
3.40%
3.81%
4.80%
3.09%
3M
3M
3M
3M
3M
7.8
5.6
5.8
7.0
7.0
We did not have any receiver swaptions outstanding as of December 31, 2013.
The following table summarizes our U.S. Treasury securities as of December 31, 2014 and 2013 (in millions):
Maturity
Face Amount
Net Long /
(Short)
Cost Basis
Market Value
Face Amount
Net Long /
(Short)
Cost Basis
Market Value
December 31, 2014
December 31, 2013
5 years .......................................................
7 years .......................................................
10 years .....................................................
Total U.S. Treasury securities...................
$
$
(4,674)
$
(4,650)
$
(4,645)
$
1,225
$
1,211
$
1,201
(717)
2,410
(717)
2,422
(718)
2,427
60
635
57
717
56
717
(2,981)
$
(2,945)
$
(2,936)
$
1,920
$
1,985
$
1,974
94
The following table summarizes our contracts to purchase and sell TBA contracts as of December 31, 2014 and 2013 (in
millions):
Purchase and Sale Contracts for TBAs
TBA securities:
December 31, 2014
December 31, 2013
Notional
Amount 1
Cost Basis 2
Market
Value 3
Net
Carrying
Value 4
Notional
Amount 1
Cost Basis 2
Market
Value 3
Net
Carrying
Value 4
Purchase contracts...................
$ 17,388
$ 17,769
$ 17,916
Sale contracts ..........................
TBA securities, net 5 .......................
(2,976)
(3,193)
(3,148)
$ 14,412
$ 14,576
$ 14,768
$
$
147
45
192
$
$
6,660
(4,541)
2,119
$
$
6,882
(4,606)
2,276
$
$
6,864
(4,593)
2,271
$
$
(18)
13
(5)
________________________
1. Notional amount represents the par value (or principal balance) of the underlying agency security.
2. Cost basis represents the forward price to be paid / (received) for the underlying agency security.
3. Market value represents the current market value of the TBA contract (or of the underlying agency security) as of period-end.
4. Net carrying value represents the difference between the market value and the cost basis of the TBA contract as of period-end and is reported in derivative
assets / (liabilities), at fair value in our consolidated balance sheets.
Includes 15-year and 30-year TBA securities of varying coupons
5.
Gain (Loss) From Derivative Instruments and Other Securities, Net
The tables below summarize changes in our derivative and other hedge portfolio and their effect on our consolidated statements
of comprehensive income for fiscal years 2014, 2013 and 2012 (in millions):
Derivative and Other Hedging Instruments
Notional
Amount
Long/(Short)
December 31,
2013
Net TBA securities ............................................................
Interest rate swaps .............................................................
Payer swaptions .................................................................
Receiver swaptions............................................................
U.S. Treasury securities - short position............................
U.S. Treasury securities - long position.............................
U.S. Treasury futures contracts - short position ................
TBA put option..................................................................
$
$
$
$
$
$
$
$
2,119
(43,250)
(14,250)
—
(2,007)
3,927
(1,730)
—
Fiscal year 2014
Settlement,
Termination,
Expiration or
Exercise
Notional
Amount
Long/(Short)
December 31,
2014
Amount of
Gain/(Loss)
Recognized in
Income on
Derivatives 1
(201,334) $
14,412
$
20,100
12,700
$
$
(1,250) $
33,104
$
(20,065) $
3,920
150
$
$
(43,700)
(6,800)
4,250
(5,392)
2,411
(730)
—
1,117
(1,838)
(193)
11
(420)
66
(76)
—
$
(1,333)
Additions
213,627
(20,550)
(5,250)
5,500
(36,489)
18,549
(2,920)
(150)
________________________________
1.
Excludes a net gain of $75 million from investments in REIT equity securities, a net loss of $10 million from debt of consolidated VIEs, a net gain of
$32 million from interest and principal-only securities and other miscellaneous net losses of $7 million recognized in gain (loss) on derivative instruments
and other securities, net in our consolidated statements of comprehensive income.
Derivative and Other Hedging Instruments
Notional
Amount
Long/(Short)
December 31,
2012
Net TBA and forward settling agency securities...............
Interest rate swaps .............................................................
Payer swaptions .................................................................
U.S. Treasury securities - short position............................
U.S. Treasury securities - long position.............................
U.S. Treasury futures contracts - short position ................
TBA put option..................................................................
$
$
$
$
$
$
$
12,477
(46,850)
(14,450)
(11,835)
—
—
—
95
Fiscal year 2013
Settlement,
Termination,
Expiration or
Exercise
Notional
Amount
Long/(Short)
December 31,
2013
Amount of
Gain/(Loss)
Recognized in
Income on
Derivatives 1
(53,065) $
2,119
$
24,350
24,000
41,769
$
$
$
(23,878) $
7,509
50
$
$
(43,250)
(14,250)
(2,007)
3,927
(1,730)
—
(726)
1,145
258
472
(42)
49
—
$
1,156
Additions
42,707
(20,750)
(23,800)
(31,941)
27,805
(9,239)
(50)
______________________
1.
Excludes a net gain of $2 million from investments in REIT equity securities, a net gain of $39 million from debt of consolidated VIEs and other
miscellaneous net losses of $6 million recognized in gain (loss) on derivative instruments and other securities, net in our consolidated statements of
comprehensive income.
Derivative and Other Hedging Instruments
Notional
Amount
Long/(Short)
December 31,
2011
Net TBA and forward settling agency securities...............
Interest rate swaps .............................................................
Payer swaptions .................................................................
U.S. Treasury securities - short position............................
U.S. Treasury securities - long position.............................
U.S. Treasury futures contracts - short position ................
Markit IOS total return swaps, net ....................................
$
$
$
$
$
$
$
(104)
(30,250)
(3,200)
(880)
100
(783)
(165)
Fiscal year 2012
Settlement,
Termination,
Expiration or
Exercise
Notional
Amount
Long/(Short)
December 31,
2012
Amount of
Gain/(Loss)
Recognized in
Income on
Derivatives 1
48,755
8,400
7,000
25,600
$
$
$
$
(2,545) $
4,621
165
$
$
12,477
$
(46,850)
(14,450)
(11,835)
—
—
—
31
(1,034)
(106)
(142)
(1)
(90)
—
$
(1,342)
Additions
(36,174)
(25,000)
(18,250)
(36,555)
2,445
(3,838)
—
______________________
1.
Excludes a net gain of $17 million from interest and principal-only securities, a net loss of $28 million from debt of consolidated VIEs recognized in
gain (loss) on derivative instruments and other securities, net in our consolidated statements of comprehensive income.
Note 6. Pledged Assets
Our repurchase agreements and derivative contracts require us to fully collateralize our obligations under the agreements
based upon our counterparties' collateral requirements and their determination of the fair value of the securities pledged as collateral,
which fluctuates with changes in interest rates, credit quality and liquidity conditions within the investment banking, mortgage
finance and real estate industries. In addition, obligations under our derivative agreements will typically vary over time based on
similar factors as well as the remaining term of the derivative contract. We are also typically required to post initial collateral
upon execution of derivative transactions, such as interest rate swap agreements and TBA contracts. If we breach any of these
provisions, we will be required to fully settle our obligations under the agreements, which could include a forced liquidation of
our pledged collateral.
Our repurchase agreement and derivative counterparties also apply a "haircut" to our pledged collateral, which means our
collateral is valued at slightly less than market value and limits the amount we can borrow against our securities. This haircut
reflects the underlying risk of the specific collateral and protects our counterparty against a change in its value. Our agreements
do not specify the haircut; rather haircuts are determined on an individual transaction basis.
Consequently, the use of repurchase agreements and derivative instruments exposes us to credit risk relating to potential
losses that could be recognized in the event that our counterparties fail to perform their obligations under such agreements. We
minimize this risk by limiting our repurchase agreement and derivative counterparties to major financial institutions with acceptable
credit ratings or to registered clearinghouses, and we monitor our positions with individual counterparties. In the event of a default
by a counterparty we may have difficulty obtaining our assets pledged as collateral to such counterparty and may not receive
payments provided for under the terms of our derivative agreements. In the case of centrally cleared instruments, we could be
exposed to credit risk if the central clearing agency or a clearing member defaults on its respective obligation to perform under
the contract. However, we believe that the risk is minimal due to the clearing exchanges' initial and daily mark to market margin
requirements and clearinghouse guarantee funds and other resources that are available in the event of a clearing member default.
Further, each of our International Swaps and Derivatives Association ("ISDA") Master Agreements also contains a cross
default provision under which a default under certain of our other indebtedness in excess of a certain threshold causes an event
of default under the agreement. Threshold amounts vary by lender. Following an event of default, we could be required to settle
our obligations under the agreements. Additionally, under certain of our ISDA Master Agreements, we could be required to settle
our obligations under the agreements if we fail to maintain certain minimum stockholders' equity thresholds or our REIT status
or if we fail to comply with limits on our leverage above certain specified levels. As of December 31, 2014, the fair value of
additional collateral that could be required to be posted as a result of the credit-risk-related contingent features being triggered
was not material to our financial statements.
96
As of December 31, 2014, our amount at risk with any counterparty related to our repurchase agreements was less than 4%
of our stockholders' equity and our amount at risk with any counterparty related to our interest rate swap and swaption agreements,
excluding centrally cleared swaps, was less than 1% of our stockholders' equity.
Assets Pledged to Counterparties
The following tables summarize our assets pledged as collateral under our repurchase agreements, debt of consolidated
VIEs, derivative agreements and prime broker agreements by type, including securities pledged related to securities sold but not
yet settled, as of December 31, 2014 and 2013 (in millions):
Assets Pledged to Counterparties
December 31, 2014
Repurchase
Agreements
Debt of
Consolidated
VIEs
Derivative
Agreements
Prime Broker
Agreements
Total
Agency MBS - fair value ..................................................................
$
50,858
$
1,266
$
69
$
702
$
U.S. Treasury securities - fair value..................................................
Accrued interest on pledged securities .............................................
Restricted cash ..................................................................................
1,904
147
6
—
4
—
550
2
698
—
—
9
52,895
2,454
153
713
Total..............................................................................................
$
52,915
$
1,270
$
1,319
$
711
$
56,215
Assets Pledged to Counterparties
December 31, 2013
Repurchase
Agreements
Debt of
Consolidated
VIEs
Derivative
Agreements
Prime Broker
Agreements
Total
Agency MBS - fair value ..................................................................
$
62,708
$
1,459
$
U.S. Treasury securities - fair value..................................................
Accrued interest on pledged securities .............................................
Restricted cash ..................................................................................
3,708
189
3
—
5
—
$
28
70
1
41
$
91
—
—
57
64,286
3,778
195
101
Total..............................................................................................
$
66,608
$
1,464
$
140
$
148
$
68,360
The cash and cash equivalents and agency securities pledged as collateral under our derivative agreements are included in
restricted cash and agency securities, at fair value, respectively, on our consolidated balance sheets.
The following table summarizes our securities pledged as collateral under repurchase agreements and other debt of
consolidated VIEs by remaining maturity of the repurchase agreement and other debt liability, including securities pledged related
to sold but not yet settled securities, as of December 31, 2014 and 2013 (in millions). For the corresponding repurchase agreement
and other debt liability associated with the following amounts and the interest rates thereon, refer to Note 4.
Agency Securities Pledged by Remaining
Maturity of Repurchase Agreements and
Debt of Consolidated VIEs
Fair Value of
Pledged
Securities
Amortized
Cost of
Pledged
Securities
Accrued
Interest on
Pledged
Securities
Fair Value of
Pledged
Securities
Amortized
Cost of
Pledged
Securities
Accrued
Interest on
Pledged
Securities
December 31, 2014
December 31, 2013
Agency MBS:
................................................
$
14,605
$
14,453
$
.................................
.................................
> 90 days ................................................
Total agency MBS....................................
U.S. Treasury securities: ..........................
10,912
10,205
16,402
52,124
10,789
10,109
16,227
51,578
1 day ......................................................
1,904
1,899
Total..........................................................
$
54,028
$
53,477
$
41
30
28
47
146
5
151
$
27,694
$
28,125
$
14,955
10,117
11,401
64,167
15,210
10,290
11,623
65,248
3,708
3,760
$
67,875
$
69,008
$
76
42
28
32
178
16
194
As of December 31, 2014 and 2013, none of our repurchase agreement borrowings backed by agency MBS were due on
demand or mature overnight.
97
Assets Pledged from Counterparties
As of December 31, 2014 and 2013, we had assets pledged to us from counterparties as collateral under our reverse repurchase
and derivative agreements summarized in the tables below (in millions).
Assets Pledged to AGNC
December 31, 2014
December 31, 2013
Reverse
Repurchase
Agreements
Derivative
Agreements
Total
Reverse
Repurchase
Agreements
Derivative
Agreements
Total
Agency MBS - fair value .........................
U.S. Treasury securities - fair value.........
Cash..........................................................
Total......................................................
$
$
— $
5,363
—
$
43
47
28
43
5,410
28
5,363
$
118
$
5,481
$
$
— $
82
$
1,848
—
1,848
$
164
366
612
$
82
2,012
366
2,460
U.S Treasury securities received as collateral under our reverse repurchase agreements are accounted for as securities
borrowing transactions and are used to cover short sales of the same securities. We recognize a corresponding obligation to return
the borrowed securities at fair value on the accompanying consolidated balance sheets based on the value of the underlying
borrowed securities as of the reporting date.
Cash collateral received is recognized in cash and cash equivalents with a corresponding amount recognized in accounts
payable and other accrued liabilities on the accompanying consolidated balance sheets.
Offsetting Assets and Liabilities
Certain of our repurchase agreements and derivative transactions are governed by underlying agreements that generally
provide for a right of setoff under master netting arrangements (or similar agreements), including in the event of default or in the
event of bankruptcy of either party to the transactions. We present our assets and liabilities subject to such arrangements on a
gross basis in our consolidated balance sheets.
The following tables present information about our assets and liabilities that are subject to such arrangements and can
potentially be offset on our consolidated balance sheets as of December 31, 2014 and 2013 (in millions):
Offsetting of Financial Assets and Derivative Assets
Gross
Amounts
Offset in the
Consolidated
Balance
Sheets
Net Amounts
of Assets
Presented in
the
Consolidated
Balance
Sheets
Gross
Amounts of
Recognized
Assets
Gross Amounts Not Offset
in the
Consolidated Balance Sheets
Financial
Instruments
Collateral
Received 2
Net Amount
December 31, 2014
Interest rate swap and swaption agreements, at fair
value 1............................................................................
Receivable under reverse repurchase agreements.........
Total derivative, other hedging instruments and
other assets ................................................................
December 31, 2013
Interest rate swap and swaption agreements, at fair
value 1............................................................................
Receivable under reverse repurchase agreements.........
Total derivative, other hedging instruments and
other assets ................................................................
$
$
$
$
211
$
5,218
— $
—
211
$
(94) $
(83) $
5,218
(4,690)
(528)
5,429
$
— $
5,429
$
(4,784) $
(611) $
1,138
$
— $
1,138
$
(331) $
(610) $
1,881
—
1,881
(1,881)
—
3,019
$
— $
3,019
$
(2,212) $
(610) $
34
—
34
197
—
197
98
Offsetting of Financial Liabilities and Derivative Liabilities
Gross
Amounts
Offset in the
Consolidated
Balance
Sheets
Net Amounts
of Liabilities
Presented in
the
Consolidated
Balance
Sheets
Gross
Amounts of
Recognized
Liabilities
Gross Amounts Not Offset
in the
Consolidated Balance Sheets
Financial
Instruments
Collateral
Pledged 2
Net Amount
December 31, 2014
Interest rate swap agreements, at fair value 1...............
Repurchase agreements................................................
Total derivative, other hedging instruments and
other liabilities..........................................................
December 31, 2013
Interest rate swap agreements, at fair value 1 ...............
Repurchase agreements................................................
Total derivative, other hedging instruments and
other liabilities..........................................................
_______________________
$
$
$
$
880
$
50,296
— $
—
880
$
(94) $
(782) $
50,296
(4,690)
(45,606)
51,176
$
— $
51,176
$
(4,784) $
(46,388) $
400
$
63,533
— $
—
400
$
(331) $
(69) $
63,533
(1,881)
(61,652)
63,933
$
— $
63,933
$
(2,212) $
(61,721) $
4
—
4
—
—
—
1. Reported under derivative assets / liabilities, at fair value in the accompanying consolidated balance sheets. Refer to Note 5 for a reconciliation of
2.
derivative assets / liabilities, at fair value to their sub-components.
Includes cash and securities received / pledged as collateral, at fair value. Amounts presented are limited to collateral pledged sufficient to reduce
the net amount to zero for individual counterparties, as applicable.
Note 7. Fair Value Measurements
We determine the fair value of our agency securities and debt of consolidated VIEs based upon fair value estimates obtained
from multiple third party pricing services and dealers. In determining fair value, third party pricing sources use various valuation
approaches, including market and income approaches. Factors used by third party sources in estimating the fair value of an
instrument may include observable inputs such as coupons, primary and secondary mortgage rates, pricing information, credit
data, volatility statistics, and other market data that are current as of the measurement date. The availability of observable inputs
can vary by instrument and is affected by a wide variety of factors, including the type of instrument, whether the instrument is
new and not yet established in the marketplace and other characteristics particular to the instrument. Third party pricing sources
may also use certain unobservable inputs, such as assumptions of future levels of prepayment, defaults and foreclosures, especially
when estimating fair values for securities with lower levels of recent trading activity. We make inquiries of third party pricing
sources to understand the significant inputs and assumptions they used to determine their prices. For further information regarding
valuation of our derivative instruments, please refer to the discussion of derivative and other hedging instruments in Note 2.
We review the various third party fair value estimates and perform procedures to validate their reasonableness, including an
analysis of the range of third party estimates for each position, comparison to recent trade activity for similar securities, and
management review for consistency with market conditions observed as of the measurement date. While we do not adjust prices
we obtain from third party pricing sources, we will exclude third party prices for securities from our determination of fair value
if we determine (based on our validation procedures and our market knowledge and expertise) that the price is significantly different
from observable market data would indicate and we cannot obtain an understanding from the third party source as to the significant
inputs used to determine the price.
The validation procedures described above also influence our determination of the appropriate fair value measurement
classification. We utilize a three-level valuation hierarchy for disclosure of fair value measurement. The valuation hierarchy is
based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument's
categorization within the hierarchy is based upon the lowest level of input that is significant to the fair value measurement. There
were no transfers between hierarchy levels during fiscal years 2014 and 2013. The three levels of hierarchy are defined as follows:
• Level 1 Inputs —Quoted prices (unadjusted) for identical unrestricted assets and liabilities in active markets that are
accessible at the measurement date.
• Level 2 Inputs —Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar
instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant
value drivers are observable.
99
• Level 3 Inputs —Instruments with primarily unobservable market data that cannot be corroborated.
The following table provides a summary of our assets and liabilities that are measured at fair value on a recurring basis as
of December 31, 2014 and 2013 (dollars in millions):
Fair Value Hierarchy
Level 1
Level 2
Level 3
December 31, 2014
Assets:
Agency securities................................................................................................................ $
— $
55,482
$
Agency securities transferred to consolidated VIEs ...........................................................
U.S. Treasury securities ......................................................................................................
Interest rate swaps...............................................................................................................
Swaptions............................................................................................................................
REIT equity securities ........................................................................................................
TBA securities.....................................................................................................................
—
2,427
—
—
68
—
1,266
—
136
75
—
197
Total ........................................................................................................................................ $
2,495
$
57,156
Liabilities:
Debt of consolidated VIEs.................................................................................................. $
— $
Obligation to return U.S. Treasury securities borrowed under reverse repurchase
agreements ..........................................................................................................................
Interest rate swaps...............................................................................................................
U.S. Treasury futures ..........................................................................................................
TBA securities.....................................................................................................................
5,363
—
5
—
761
—
880
—
5
$
$
Total ........................................................................................................................................ $
5,368
$
1,646
$
December 31, 2013
Assets:
Agency securities................................................................................................................ $
— $
64,482
$
Agency securities transferred to consolidated VIEs ...........................................................
U.S. Treasury securities ......................................................................................................
Interest rate swaps...............................................................................................................
Swaptions............................................................................................................................
REIT equity securities ........................................................................................................
U.S. Treasury futures ..........................................................................................................
TBA securities.....................................................................................................................
—
3,822
—
—
237
39
—
1,459
—
880
258
—
—
17
Total ........................................................................................................................................ $
4,098
$
67,096
$
Liabilities:
Debt of consolidated VIEs.................................................................................................. $
— $
910
$
Obligation to return U.S. Treasury securities borrowed under reverse repurchase
agreements ..........................................................................................................................
Interest rate swaps...............................................................................................................
TBA securities.....................................................................................................................
1,848
—
—
—
400
22
Total ........................................................................................................................................ $
1,848
$
1,332
$
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
We elected the option to account for debt of consolidated VIEs at fair value with changes in fair value reflected in earnings
during the period in which they occur, because we believe this election more appropriately reflects our financial position as both
the consolidated agency securities and consolidated debt are presented in a consistent manner, at fair value, on our consolidated
balance sheets. We estimate the fair value of the consolidated debt based on a market approach using Level 2 inputs from third-
party pricing services and dealer quotes.
100
Excluded from the table above are financial instruments, including cash and cash equivalents, restricted cash, receivables,
payables and borrowings under repurchase agreements, which are presented in our consolidated financial statements at cost, which
is determined to approximate fair value, primarily due to the short duration of these instruments. The cost basis of repo borrowings
with initial terms of greater than one year is determined to approximate fair value, primarily as such agreements have floating
rates based on an index plus or minus a fixed spread and the fixed spread is generally consistent with those demanded in the
market. We estimate the fair value of these instruments using Level 2 inputs.
Note 8. Management Agreement and Related Party Transactions
We are externally managed and advised by our Manager pursuant to the terms of a management agreement. The management
agreement has been renewed through May 20, 2015 and provides for automatic one-year extension options thereafter. The
management agreement may only be terminated by us or our Manager without cause, as defined in the management agreement,
after the completion of the current renewal term, or the expiration of each subsequent automatic annual renewal term, provided
that either party provide 180-days prior written notice of non-renewal of the management agreement. If we were to not renew the
management agreement without cause, we must pay a termination fee on the last day of the applicable term, equal to three times
the average annual management fee earned by our Manager during the prior 24-month period immediately preceding the most
recently completed month prior to the effective date of termination. We may only not renew the management agreement with or
without cause with the consent of the majority of our independent directors. We pay our Manager a management fee payable
monthly in arrears in amount equal to one-twelfth of 1.25% of our month-end stockholders' equity, adjusted to exclude the effect
of any unrealized gains or losses included in either retained earnings or OCI, each as computed in accordance with GAAP.
There is no incentive compensation payable to our Manager pursuant to the management agreement. For fiscal years 2014,
2013 and 2012, we recorded an expense for management fees of $119 million, $136 million and $113 million, respectively.
We are obligated to reimburse our Manager for its expenses incurred directly related to our operations, excluding employment-
related expenses of our Manager's officers and employees and any American Capital employees who provide services to us pursuant
to the management agreement. Our Manager has entered into an administrative services agreement with American Capital, pursuant
to which American Capital will provide personnel, services and resources necessary for our Manager to perform its obligations
under the management agreement. For fiscal years 2014, 2013 and 2012, we recorded expense reimbursements to our Manager
of $8 million, $10 million and $9 million, respectively, primarily consisting of costs related to information technology systems.
As of December 31, 2014 and 2013, $10 million and $13 million was payable to our Manager, respectively.
Note 9. Income Taxes
The following table summarizes dividends for federal income tax purposes declared for fiscal tax years 2014, 2013 and 2012
and their related tax characterization (in millions, except per share amounts):
Fiscal Tax Year
Tax Characterization
Dividends
Declared
Per Share
Dividends
Declared
Ordinary
Income
Per Share
Qualified
Dividends
Long-Term
Capital
Gains Per
Share
8.000 % Series A Cumulative Redeemable Preferred Stock
Fiscal year 2014.............................................................................
$ 2.000000
Fiscal year 2013.............................................................................
Fiscal year 2012 1 ..........................................................................
$ 2.000000
$ 1.056000
7.750% Series B Cumulative Redeemable Preferred Stock (Per
Depositary Share)
Fiscal year 2014 2 ..........................................................................
$ 0.844965
Common Stock
Fiscal year 2014.............................................................................
$ 2.610000
Fiscal year 2013.............................................................................
$ 3.750000
Fiscal year 2012.............................................................................
$ 5.000000
$
$
$
$
$
$
$
______________________
14
14
7
$2.000000
$
— $
$2.000000
$ 0.015980
$
—
—
$0.952300
$
— $ 0.103700
6
$0.844965
921
$2.610000
$
$
— $
— $
1,453
$3.750000
$ 0.029963
$
—
—
—
1,518
$4.509200
$
— $ 0.490800
1.
2.
Excludes Series A Preferred Stock dividend of $0.500000 per share declared on December 17, 2012 having a record date of January 1, 2013, which
for federal income tax purposes is a fiscal year 2013 dividend.
Excludes Series B Preferred Stock dividend of $0.484375 per depositary share declared on December 18, 2014 having a record date of January 1, 2015,
which for federal income tax purposes is a fiscal year 2015 dividend.
101
As of December 31, 2014, we had distributed all of our estimated taxable income through fiscal year 2014. Accordingly,
we do not expect to incur an income tax liability on our 2014 taxable income. For fiscal years 2013 and 2012, we distributed all
of our taxable income within the limits prescribed by the Internal Revenue Code, which extended into the subsequent tax year.
Accordingly, we did not incur an income tax liability on our 2013 and 2012 taxable income.
For fiscal years 2013 and 2012, we did not distribute the required minimum amount of taxable income pursuant to federal
excise tax requirements, as described in Note 2, and consequently we accrued an excise tax of $3 million and $25 million,
respectively, which is included in our net income tax provision on our accompanying consolidated statements of operations and
comprehensive income.
For fiscal years 2013 and 2012, we recorded an income tax provision of $10 million and an income tax benefit of $6 million,
respectively, attributable to our TRS, which is included in our net income tax provision on our accompanying consolidated
statements of comprehensive income. The statutory combined federal and state corporate tax rate for our TRS was 39.5% for
fiscal years 2013 and 2012. For fiscal year 2014, we did not record an income tax provision attributable to our TRS.
Based on our analysis of any potential uncertain income tax positions, we concluded that we do not have any uncertain tax
positions that meet the recognition or measurement criteria of ASC 740 as of December 31, 2014, 2013 and 2012. Our tax returns
for tax years 2011 and forward are open to examination by the IRS. In the event that we incur income tax related interest and
penalties, our policy is to classify them as a component of provision for income taxes.
Note 10. Stockholders' Equity
Preferred Stock
Pursuant to our amended and restated certificate of incorporation, we are authorized to designate and issue up to 10.0 million
shares of preferred stock in one or more classes or series. Our Board of Directors has designated 6.9 million shares as 8.000%
Series A Cumulative Redeemable Preferred Stock ("Series A Preferred Stock") and 8,050 shares as 7.750% Series B Cumulative
Redeemable Preferred Stock ("Series B Preferred Stock"). As of December 31, 2014 we had 3.1 million shares of authorized but
unissued shares of preferred stock. Our Board of Directors may designate additional series of authorized preferred stock ranking
junior to or in parity with the Series A or Series B Preferred Stock or designate additional shares of the Series A or Series B
Preferred Stock and authorize the issuance of such shares.
In April 2012, we completed a public offering in which 6.9 million shares of our Series A Preferred Stock were sold to the
underwriters at a price of $24.2125 per share. Upon completion of the offering we received proceeds, net of offering expenses,
of approximately $167 million. Our Series A Preferred Stock has no stated maturity and is not subject to any sinking fund or
mandatory redemption. Under certain circumstances upon a change of control, our Series A Preferred Stock is convertible to
shares of our common stock. Holders of Series A Preferred Stock have no voting rights, except under limited conditions, and
holders are entitled to receive cumulative cash dividends at a rate of 8.000% per annum of the $25.00 per share liquidation
preference before holders of our common stock are entitled to receive any dividends. Shares of our Series A Preferred Stock are
redeemable at $25.00 per share plus accumulated and unpaid dividends (whether or not declared) exclusively at our option
commencing on April 5, 2017, or earlier under certain circumstances intended to preserve our qualification as a REIT for federal
income tax purposes. Dividends are payable quarterly in arrears on the 15th day of each January, April, July and October. As of
December 31, 2014, we had declared all required quarterly dividends on our Series A Preferred Stock.
In May 2014, we completed a public offering in which 7.0 million depositary shares were sold to the underwriters at a price
of $24.2125 per depositary share for proceeds, net of offering expenses, of approximately $169 million. Each depositary share
represents a 1/1,000th interest in a share of our Series B Preferred Stock. Our Series B Preferred Stock has no stated maturity, is
not subject to any sinking fund or mandatory redemption and ranks on parity with our Series A Preferred Stock. Under certain
circumstances upon a change of control, our Series B Preferred Stock is convertible to shares of our common stock. Holders of
depositary shares have no voting rights, except under limited conditions, and are entitled to receive cumulative cash dividends at
a rate of 7.750% per annum of the $25.00 per depositary share liquidation preference before holders of our common stock are
entitled to receive any dividends. Dividends are payable quarterly in arrears on the 15th day of each January, April, July and
October. Depositary shares are redeemable at $25.00 per depositary share plus accumulated and unpaid dividends (whether or
not declared) exclusively at our option commencing on May 8, 2019 or earlier under certain circumstances intended to preserve
our qualification as a REIT for federal income tax purposes. As of December 31, 2014, we had declared all required quarterly
dividends on the Series B Preferred Stock underlying our depositary shares.
102
Common Stock Repurchase Program
In October 2012, our Board of Directors adopted a program that provided for stock repurchases of up to $500 million of our
outstanding shares of common stock through December 31, 2013. In September 2013, our Board of Directors increased the
authorized amount to $1 billion of our outstanding shares of common stock and extended its authorization through December 31,
2014. In January 2014, our Board of Directors increased the authorized amount by an additional $1 billion of our outstanding
shares of common stock through December 31, 2014. In October 2014, our Board of Directors extended its authorization through
December 31, 2015. Shares of our common stock may be purchased in the open market, including through block purchases, or
through privately negotiated transactions, or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of
the Securities Exchange Act of 1934, as amended. The timing, manner, price and amount of any repurchases will be determined
at our discretion and the program may be suspended, terminated or modified at any time for any reason. We intend to only consider
repurchasing shares of our common stock when the purchase price is less than our estimate of our current net asset value per
common share. Generally, when we repurchase our common stock at a discount to our net asset value, the net asset value of our
remaining shares of common stock outstanding increases. In addition, we do not intend to repurchase any shares from directors,
officers or other affiliates. The program does not obligate us to acquire any specific number of shares, and all repurchases will
be made in accordance with Rule 10b-18, which sets certain restrictions on the method, timing, price and volume of stock
repurchases.
During fiscal year 2014, we repurchased approximately 3.4 million shares of our common stock at an average repurchase
price of $22.10 per share, including expenses, totaling $74 million. During fiscal year 2013, we repurchased approximately 40.3
million shares of our common stock at an average repurchase price of $21.25 per share, including expenses, totaling $856 million.
During fiscal year 2012, we repurchased 2.7 million shares of our common stock at an average repurchase price of $29.00 per
share, including expenses, totaling $77 million. As of December 31, 2014, the total remaining amount authorized for repurchases
of our common stock was $992 million.
Follow-On Equity Offerings
During fiscal years 2013 and 2012, we completed follow-on public offerings of shares of our common stock summarized
in the table below (in millions, except per share amounts). During fiscal year 2014, we did not complete any follow-on public
offerings of shares of our common stock.
Public Offering
Fiscal year 2013
Price Received
Per Share 1
Shares
Net Proceeds 2
March 2013.............................
$31.34
Total fiscal year 2013 .........
Fiscal year 2012
March 2012.............................
July 2012 ................................
$29.00
$33.70
Total fiscal year 2012 .........
57.5
57.5
$
$
71.2
$
36.8
108.0
$
1,803
1,803
2,063
1,240
3,303
________________________
Price received per share is gross of underwriters' discount, if applicable, and other offering costs.
1.
2. Net proceeds are net of the underwriters' discount, if applicable, and other offering costs.
At-the-Market Offering Program
We have entered into sales agreements with sales agents to publicly offer and sell shares of our common stock in privately
negotiated and/or at-the-market transactions from time to time. The table below summarizes sales our common stock under such
sales agreements during fiscal year 2012 (in millions, except per share amounts):
At-the-Market Offering
Fiscal year 2012.........................
Price Received
Per Share
$
31.41
Shares
Net Proceeds
9.5
$
298
103
During fiscal years 2014 and 2013, there were no shares issued under this program. As of December 31, 2014, 16.7 million
shares remain available for issuance under this program.
Dividend Reinvestment and Direct Stock Purchase Plan
We sponsor a dividend reinvestment and direct stock purchase plan through which stockholders may purchase additional
shares of our common stock by reinvesting some or all of the cash dividends received on shares of our common stock. Stockholders
may also make optional cash purchases of shares of our common stock subject to certain limitations detailed in the plan prospectus.
During fiscal years 2014, 2013 and 2012, there were no shares issued under the plan. As of December 31, 2014, 21.7 million
shares remain available for issuance under the plan.
Accumulated Other Comprehensive Income (Loss)
The following tables summarize changes to accumulated OCI for fiscal years 2014, 2013 and 2012 (in millions):
Accumulated Other Comprehensive Income (Loss)
Twelve Months Ended December 31, 2014
Net Unrealized
Gain (Loss) on
Available-for-
Sale MBS
Net
Unrealized
Gain (Loss) on
Swaps
Total
Accumulated
OCI
Balance
Balance as of December 31, 2013 .....................................................................................
$
(1,087) $
(296) $
OCI before reclassifications ..........................................................................................
Amounts reclassified from accumulated OCI ...............................................................
1,708
(51)
—
156
Balance as of December 31, 2014 .....................................................................................
$
570
$
(140) $
Twelve Months Ended December 31, 2013
Balance as of December 31, 2012 .....................................................................................
$
2,040
$
(485) $
OCI before reclassifications ..........................................................................................
Amounts reclassified from accumulated OCI ...............................................................
(4,535)
1,408
—
189
Balance as of December 31, 2013 .....................................................................................
$
(1,087) $
(296) $
Twelve Months Ended December 31, 2012
Balance as of December 31, 2011 .....................................................................................
$
1,001
$
(690) $
OCI before reclassifications ..........................................................................................
Amounts reclassified from accumulated OCI ...............................................................
2,235
(1,196)
—
205
Balance as of December 31, 2012 .....................................................................................
$
2,040
$
(485) $
(1,383)
1,708
105
430
1,555
(4,535)
1,597
(1,383)
311
2,235
(991)
1,555
The following tables summarize reclassifications out of accumulated OCI for fiscal years 2014, 2013 and 2012 (in
millions):
Amounts Reclassified from Accumulated OCI
2014
2013
2012
Fiscal Year
Line Item in the Consolidated
Statements of Comprehensive Income
Where Net Income is Presented
Gain (loss) on sale of agency securities,
net
(51) $
1,408
$
(1,196)
156
105
189
205
Interest expense
$
1,597
$
(991)
(Gain) loss amounts reclassified from accumulated
OCI for available-for-sale MBS................................
$
Periodic interest costs of interest rate swaps
previously designated as hedges under GAAP, net...
Total reclassifications...........................................
$
Long-term Incentive Plan
We sponsor an equity incentive plan to provide for the issuance of equity-based awards, including stock options, restricted
stock, restricted stock units and unrestricted stock awards to our independent directors.
During fiscal year 2014, we granted restricted stock unit ("RSU") awards under the plan totaling of $375,000, or $75,000
to each independent director. The awards represent the right to receive an equivalent number of shares of common stock as
measured by the closing price of our common stock on the grant date, plus any equivalent RSUs for dividends declared on our
common stock, and vest over a 13 month period, subject to the terms and conditions of the plan. As of December 31, 2014, we
104
had unvested RSU common stock equivalents totaling 18,060 shares, or 3,612 shares for each independent director, based on a
closing share price of $22.36 on the grant date and including accrued dividend equivalent RSUs.
During fiscal years 2013 and 2012, we granted restricted common stock awards under the plan. The restricted stock awards
had a grant date fair value equal to the closing price of our common stock on such date and vest annually over three years. During
fiscal year 2013, we granted 15,000 shares of restricted common stock, or 3,000 shares to each independent director, with a
weighted average grant date fair value of $31.20 per share. During fiscal year 2012, we granted 12,000 shares of restricted common
stock, or 3,000 shares to each independent director, with a grant date fair value of $29.48 per share. As of December 31, 2014,
we had 14,000 shares of unvested restricted common stock outstanding under the plan.
During fiscal years 2014, 2013 and 2012, a total of 13,000, 9,500 and 7,000 shares of restricted common stock vested under
the plan, respectively. The total fair value of restricted stock awards that vested during fiscal years 2014, 2013 and 2012 was
approximately $286,000, $290,000 and $222,000, respectively, based upon the fair market value of our common stock on the
vesting date.
During fiscal years 2014, 2013 and 2012, we recognized approximately $540,000, $383,000 and $282,000 of compensation
expense under the plan, respectively. As of December 31, 2014, we had unrecognized compensation costs related to awards granted
under the plan of approximately $317,000. As of December 31, 2014, approximately 29,000 shares of common stock remained
available for future issuance under the plan, net of unissued shares reserved for unvested RSU awards and dividend equivalent
RSUs outstanding as of December 31, 2014.
Note 11. Quarterly Results (Unaudited)
The following is a presentation of the quarterly results of operations and comprehensive income for fiscal years 2014 and
2013 (in millions, except per share data).
105
Quarter Ended
March 31,
2014
June 30,
2014
September 30,
2014
December 31,
2014
$
385
$
357
$
Interest income:
Interest income ............................................................................. $
Interest expense ............................................................................
Net interest income ...............................................................
Other loss:
(Loss) gain on sale of agency securities, net ................................
Loss on derivative instruments and other securities, net..............
Total other loss, net ...............................................................
Expenses:
Management fees..........................................................................
General and administrative expenses ...........................................
Total expenses.......................................................................
Net (loss) income..............................................................................
Dividend on preferred stock .........................................................
Net (loss) income (attributable) available to common
shareholders..................................................................................... $
Net (loss) income.............................................................................. $
Other comprehensive income (loss):..............................................
Unrealized gain (loss) on available-for-sale securities, net .......
Unrealized gain on derivative instruments, net..........................
Other comprehensive income (loss) ...................................
Comprehensive income (loss) .........................................................
Dividend on preferred stock .........................................................
Comprehensive income (loss) available (attributable) to
399
108
291
(19)
(378)
(397)
29
6
35
(141)
3
(144) $
(141) $
521
43
564
423
3
95
290
22
(244)
(222)
30
6
36
32
5
27
32
790
40
830
862
5
$
$
88
269
14
(51)
(37)
30
5
35
197
7
190
197
(253)
38
(215)
(18)
7
$
$
(25) $
331
81
250
34
(572)
(538)
30
5
35
(323)
7
(330)
(323)
599
35
634
311
7
304
common shareholders................................................................ $
420
$
857
$
Weighted average number of common shares outstanding-
basic and diluted ........................................................................
Net (loss) income per common share - basic and diluted............. $
Comprehensive income (loss) per common share - basic and
diluted............................................................................................... $
Dividends declared per common share ......................................... $
354.8
(0.41) $
1.18
0.65
$
$
352.8
0.08
2.43
0.65
$
$
$
352.8
0.54
$
352.8
(0.94)
(0.07) $
$
0.65
0.86
0.66
106
Interest income:
Interest income ............................................................................... $
Interest expense ..............................................................................
Net interest income .................................................................
$
547
140
407
$
545
131
414
$
558
145
413
Other (loss) income:
(Loss) gain on sale of agency securities, net ..................................
(Loss) gain on derivative instruments and other securities, net .....
Total other (loss) income, net..................................................
(26)
(98)
(124)
Quarter Ended
March 31,
2013
June 30,
2013
September 30,
2013
December 31,
2013
542
120
422
(667)
184
(483)
31
6
37
(98)
3
(101)
3
(733)
(339)
(1,072)
35
7
42
(701)
—
(701)
3
$
$
(704) $
(104)
(701) $
(101)
833
47
880
179
3
(311)
46
(265)
(366)
3
17
1,444
1,461
37
9
46
1,829
—
1,829
3
1,826
1,829
(2,813)
48
(2,765)
(936)
3
33
9
42
241
10
231
3
228
231
(837)
49
(788)
(557)
3
$
$
(560) $
(939) $
176
$
(369)
356.2
396.4
0.64
$
4.61
$
(1.57) $
$
1.25
(2.37) $
$
1.05
390.6
(1.80) $
0.45
0.80
$
$
373.0
(0.28)
(0.99)
0.65
Expenses:
Management fees............................................................................
General and administrative expenses .............................................
Total expenses.........................................................................
Income (loss) before income tax
Provision for income tax, net .........................................................
Net income (loss)................................................................................
Dividend on preferred stock ...........................................................
Net income (loss) available (attributable) to common
shareholders....................................................................................... $
Net income (loss)................................................................................ $
Other comprehensive (loss) income:................................................
Unrealized (loss) gain on available-for-sale securities, net .........
Unrealized gain on derivative instruments, net............................
Other comprehensive (loss) income .....................................
Comprehensive (loss) income ...........................................................
Dividend on preferred stock.............................................................
Comprehensive (loss) income (attributable) available to
common shareholders.................................................................. $
Weighted average number of common shares outstanding-basic
and diluted....................................................................................
Net income (loss) per common share - basic and diluted............... $
Comprehensive (loss) income per common share - basic and
diluted................................................................................................. $
Dividends declared per common share ........................................... $
Note 12. Subsequent Event
On January 15, 2015, we declared a cash dividend of $0.22 per share of common stock to common shareholders of record
as of January 30, 2015, paid on February 6, 2015. On February 12, 2015, we declared a cash dividend of $0.22 per share of
common stock to common shareholders of record as of February 27, 2015, payable on March 6, 2015.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our
Securities Exchange Act of 1934, as amended (the "Exchange Act") reports is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to
107
our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure based on the definition of "disclosure controls and procedures" as promulgated under the Exchange
Act and the rules and regulations thereunder. In designing and evaluating the disclosure controls and procedures, management
recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-
benefit relationship of possible controls and procedures.
We, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation
of our disclosure controls and procedures as of December 31, 2014. Based on the foregoing, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures were effective.
Management's Report on Internal Control over Financial Reporting
Management's Report on Internal Control over Financial Reporting is included in "Item 8. Financial Statements and
Supplementary Data."
Changes in Internal Controls over Financial Reporting
There have been no changes in our "internal control over financial reporting" (as defined in Rule 13a-15(f) of the Exchange
Act) that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
Item 9B. Other Information
None.
Item 10. Directors, Executive Officers and Corporate Governance
PART III.
Information in response to this Item is incorporated herein by reference to the information provided in our Proxy Statement
for our 2015 Annual Meeting of Stockholders (the "2015 Proxy Statement") under the headings "PROPOSAL 1: ELECTION OF
DIRECTORS", "EXECUTIVE OFFICERS", "SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE" and
"CODE OF ETHICS AND CONDUCT."
Item 11. Executive Compensation
Information in response to this Item is incorporated herein by reference to the information provided in the 2015 Proxy
Statement under the headings "PROPOSAL 1: ELECTION OF DIRECTORS", "EXECUTIVE COMPENSATION" and "REPORT
OF THE COMPENSATION AND GOVERNANCE COMMITTEE."
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information in response to this Item is incorporated herein by reference to the information provided in the 2015 Proxy
Statement under the heading "SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS."
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information in response to this Item is incorporated herein by reference to the information provided in the 2015 Proxy
Statement under the headings "CERTAIN TRANSACTIONS WITH RELATED PERSONS" and "PROPOSAL 1: ELECTION
OF DIRECTORS."
Item 14. Principal Accounting Fees and Services
Information in response to this Item is incorporated herein by reference to the information provided in the 2015 Proxy
Statement under the heading "PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANT."
Item 15.
Exhibits and Financial Statement Schedules
108
PART IV.
(a)
List of documents filed as part of this report:
(1) The following financial statements are filed herewith:
Consolidated Balance Sheets as of December 31, 2014 and 2013
Consolidated Statements of Comprehensive Income for fiscal years 2014, 2013 and 2012
Consolidated Statements of Stockholders' Equity for fiscal years 2014, 2013 and 2012
Consolidated Statements of Cash Flows for fiscal years 2014, 2013 and 2012
(2) The following exhibits are filed herewith or incorporated herein by reference
Exhibit No.
Description
*3.1 American Capital Agency Corp. Amended and Restated Certificate of Incorporation, as amended, incorporated
herein by reference to Exhibit 3.1 of Form 10-Q for the quarter ended March 31, 2012 (File No. 001-34057),
filed May 9, 2012.
*3.2 American Capital Agency Corp. Second Amended and Restated Bylaws, as amended, incorporated herein by
reference to Exhibit 3.2 of Form 10-K for the year ended December 31, 2011 (File No. 001-34057), filed
February 23, 2012.
*3.3 Certificate of Designations of 8.000% Series A Cumulative Redeemable Preferred Stock, incorporated herein
by reference to Exhibit 3.1 of Form 8-K (File No 001-34057), filed April 3, 2012.
*3.4 Certificate of Designations of 7.750% Series B Cumulative Redeemable Preferred Stock, incorporated herein
by reference to Exhibit 3.3 of Form 8-A (File No. 001-34057), filed May 7, 2014.
*4.1 Instruments defining the rights of holders of securities: See Article IV of our Amended and Restated Certificate
of Incorporation, as amended, incorporated herein by reference to Exhibit 3.1 of Form 10-Q for the quarter
ended March 31, 2012 (File No. 001-34057), filed May 9, 2012.
*4.2 Instruments defining the rights of holders of securities: See Article VI of our Second Amended and Restated
Bylaws, as amended, incorporated herein by reference to Exhibit 3.2 of Form 10-K for the year ended
December 31, 2011 (File No. 001-34057), filed February 23, 2012.
*4.3 Form of Certificate for Common Stock, incorporated herein by reference to Exhibit 4.1 to Amendment No. 4 to
the Registration Statement on Form S-11 (Registration No. 333-149167), filed May 9, 2008.
*4.4 Specimen 8.000% Series A Cumulative Redeemable Preferred Stock Certificate, incorporated herein by
reference to Exhibit 4.1 of Form 8-K (File No. 001-34057), filed April 3, 2012.
*4.5 Specimen 7.750% Series B Cumulative Redeemable Preferred Stock Certificate, incorporated herein by
reference to Exhibit 4.1 of Form 8-A (File No. 001-34057), filed May 7, 2014.
*4.6 Deposit Agreement, dated May 8, 2014, among American Capital Agency Corp., Computershare Inc. and
Computershare Trust Company, N.A., jointly as depositary, incorporated herein by reference to Exhibit 4.2 of
Form 8-K (File No. 001-34067), filed May 8, 2014.
*4.7 Form of Depositary Receipt, incorporated herein by reference to Exhibit 4.3 of Form 8-K (File No. 001-34067),
filed May 8, 2014.
*10.1 Management Agreement between American Capital Agency Corp. and American Capital Agency Management,
LLC, dated May 20, 2008, incorporated herein by reference to Exhibit 10.2 of Form 10-Q for the quarter ended
June 30, 2008 (File No. 001-34057), filed August 14, 2008.
*10.2 Assignment and Amendment Agreement, dated July 29, 2011, among American Capital Agency Management,
LLC, American Capital AGNC Management, LLC and American Capital Agency Corp., incorporated herein by
reference to Exhibit 10.1 of Form 10-Q for the quarter ended September 30, 2011 (File No. 001-34057), filed
November 7, 2011.
*10.3 Amendment and Joinder to Management Agreement, dated September 30, 2011, between American Capital
Agency TRS, LLC and American Capital AGNC Management, LLC, incorporated herein by reference to
Exhibit 10.2 of Form 10-Q for the quarter ended September 30, 2011 (File No. 001-34057), filed November 7,
2011.
†*10.4 American Capital Agency Corp. Equity Incentive Plan for Independent Directors, incorporated herein by
reference to Exhibit 10.1 of Registration Statement on Form S-8 (File No. 333-151027), filed May 20, 2008.
109
†*10.5 Form of Restricted Stock Agreement for independent directors, incorporated herein by reference to Exhibit 10.1
of Form 8-K (File No. 001-34057), filed December 12, 2011.
†*10.6 Form of Restricted Stock Unit Agreement for independent directors, incorporated herein by reference to Exhibit
10.1 of Form 10-Q for the quarter ended June 30, 2014 (File No. 001-34057), filed August 7, 2014.
*10.7 Sales Agreement, dated December 1, 2011, among American Capital Agency Corp., American Capital AGNC
Management, LLC and Cantor Fitzgerald & Co., incorporated herein by reference to Exhibit 10.10 of Form 10-
K for the year ended December 31, 2011 (File No. 001-34057), filed February 23, 2012.
*10.8 Sales Agreement, dated December 1, 2011, among American Capital Agency Corp., American Capital AGNC
Management, LLC and Mitsubishi UFJ Securities (USA), Inc., incorporated herein by reference to Exhibit
10.11 of Form 10-K for the year ended December 31, 2011 (File No. 001-34057), filed February 23, 2012.
12.1 Computation of ratio of earnings to fixed charges and ratio of earnings to combined fixed charges and preferred
stock dividends, filed herewith.
*14 American Capital Agency Corp. Code of Ethics and Conduct, adopted May 12, 2008, incorporated herein by
reference to Exhibit 14.1 of Form 10-K for the year ended December 31, 2010 (File No. 001-34057), filed
February 25, 2011.
21 Subsidiaries of the Company and jurisdiction of incorporation:
1) American Capital Agency TRS, LLC, a Delaware limited liability company
2) Old Georgetown Insurance Co. LLC, a Missouri limited liability company
23 Consent of Ernst & Young LLP, filed herewith.
24 Powers of Attorneys of directors and officers, filed herewith.
31.1 Certification of CEO Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
31.2 Certification of CFO Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.
32 Certification of CEO and CFO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS** XBRL Instance Document
101.SCH** XBRL Taxonomy Extension Schema Document
101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB** XBRL Taxonomy Extension Labels Linkbase Document
101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF** XBRL Taxonomy Extension Definition Linkbase Document
______________________
*
**
Previously filed
This exhibit is being furnished rather than filed, and shall not be deemed incorporated by reference into any filing, in
accordance with Item 601 of Regulation S-K
Management contract or compensatory plan or arrangement
†
(b) Exhibits
See the exhibits filed herewith.
(c) Additional financial statement schedules
None.
110
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
AMERICAN CAPITAL AGENCY CORP.
By:
/s/ MALON WILKUS
Malon Wilkus
Chair of the Board of Directors and
Chief Executive Officer
Date: February 25, 2015
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Name
Title
Date
*
Malon Wilkus
Chair of the Board of Directors
and Chief Executive Officer
(Principal Executive Officer)
February 25, 2015
February 25, 2015
February 25, 2015
February 25, 2015
February 25, 2015
February 25, 2015
February 25, 2015
February 25, 2015
February 25, 2015
/s/ JOHN R. ERICKSON
Director, Chief Financial Officer
and Executive Vice President
(Principal Financial and
Accounting Officer)
John R. Erickson
*
Robert M. Couch
*
Morris A. Davis
*
Randy E. Dobbs
*
Samuel A. Flax
*
Larry K. Harvey
*
Prue B. Larocca
*
Alvin N. Puryear
*By:
/s/ JOHN R. ERICKSON
John R. Erickson
Attorney-in-fact
Director
Director
Director
Director
Director
Director
Director
111
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Board of Directors
Executive Officers
Malon Wilkus
Chair & Chief Executive Officer, American Capital Agency Corp.;
Chief Executive Officer, American Capital AGNC Management, LLC
Malon Wilkus
Chair & Chief Executive Officer, American Capital Agency Corp.;
Chief Executive Officer, American Capital AGNC Management, LLC
Robert M. Couch
Counsel, Bradley Arant Boult Cummings LLP;
Chairman, ARK Real Estate Strategies, LLC
Morris A. Davis, Ph.D.
Paul V. Profeta Chair of Real Estate and Academic Director of
the Center for Real Estate Studies at Rutgers Business School
Randy E. Dobbs
Operating Partner at Welsh, Carson, Anderson and Stowe
John R. Erickson
Director, Chief Financial Officer & Executive Vice President,
American Capital Agency Corp.; Executive Vice President & Treasurer,
American Capital AGNC Management, LLC
Samuel A. Flax
Director, Executive Vice President & Secretary, American Capital
Agency Corp.; Executive Vice President, Chief Compliance Officer
& Secretary, American Capital AGNC Management, LLC
Larry K. Harvey
Director
Prue B. Larocca
Director
Alvin N. Puryear, Ph.D.
Professor Emeritus of Management and Entrepreneurship, Baruch
College of the City University of New York; Management Consultant
Corporate Information
Auditors
Ernst & Young LLP, McLean, VA
Legal Counsel
Skadden, Arps, Slate, Meagher & Flom LLP, New York, NY
Stock Exchange Listing
American Capital Agency Corp. common stock trades on The
NASDAQ Global Select Market under the symbol AGNC. American
Capital Agency Corp. Series A preferred stock trades on The
NASDAQ Global Select Market under the symbol AGNCP. American
Capital Agency Corp. Series B preferred stock trades on The
NASDAQ Global Select Market under the symbol AGNCB.
Transfer Agent and Registrar
Computershare Investor Services
P.O. Box 30170
College Station, TX 77842-3170
(800) 733-5001
www.computershare.com/investor
Gary Kain
President & Chief Investment Officer, American Capital Agency Corp.;
President, American Capital AGNC Management, LLC
John R. Erickson
Director, Chief Financial Officer & Executive Vice President,
American Capital Agency Corp.; Executive Vice President & Treasurer,
American Capital AGNC Management, LLC
Peter J. Federico
Senior Vice President & Chief Risk Officer, American Capital Agency
Corp.; Senior Vice President & Chief Risk Officer, American Capital
AGNC Management, LLC
Samuel A. Flax
Director, Executive Vice President & Secretary, American Capital
Agency Corp.; Executive Vice President, Chief Compliance Officer
& Secretary, American Capital AGNC Management, LLC
Christopher J. Kuehl
Senior Vice President, Agency Portfolio Investments, American
Capital Agency Corp.; Senior Vice President, American Capital
AGNC Management, LLC
Financial Publications
Stockholders may receive a copy of our 2014 Annual Report on
Form 10-K and our quarterly reports on Form 10-Q filed with the
Securities and Exchange Commission by writing to:
American Capital Agency Corp.
Investor Relations
Two Bethesda Metro Center, 14th Floor
Bethesda, MD 20814
Investor Inquiries
Stockholders, securities analysts, portfolio managers and others
seeking information about our business operations and financial
performance are invited to contact Investor Relations at:
(301) 968-9300 or IR@AGNC.com.
Two Bethesda Metro Center | 14th Floor | Bethesda, MD 20814
Phone: (301) 968-9300 | Fax: (301) 968-9301 | Email: IR@AGNC.com
AGNC.COM | NASDAQ: AGNC
002CSN47B4