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Item 5. Market for Registrant’s Common Equity

2021-02-26 compared with 2020-02-25 · 25 added, 122 removed, 31 unchanged (83% of the section changed)

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, 2020, we had 1,181 stockholders of record.

Our common stock is listed on the Nasdaq Global Select Market under the symbol "AGNC." As of January 31, 2021, 537,899,803 shares of common stock were issued and outstanding, which were held by 1,224 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 dividends declared on our common stock for fiscal years 2019 and 2018:

Dividends Declared 1

Fiscal Year 2019

Fourth Quarter

Third Quarter

Second Quarter

First Quarter

Fiscal Year 2018

Fourth Quarter

Third Quarter

Second Quarter

First Quarter

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Represents the sum of monthly dividends declared during each period presented.

We intend to pay dividends monthly to our common stockholders and to continue 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." Additionally, holders of depositary shares underlying our preferred stock are entitled to receive cumulative cash dividends before holders of our common stock are entitled to receive any dividends.

(For a description of our preferred stock please refer to Note 9 to the Consolidated Financial Statements included under Item 8 of this Annual Report on Form 10-K).

See Note 9 to our Consolidated Financial Statements in this Form 10-K for a description of our preferred stock and for common and preferred stock dividends paid for the three years ended December 31, 2020.

All distributions to stockholders will be made at the discretion of our Board of Directors and will depend on our earnings, financial condition, maintenance of our REIT status and other factors as our Board of Directors may deem relevant from time to time.

The following table summarizes the tax characterization of dividends declared on our common stock for fiscal years 2019 and 2018:

Tax Characterization

Dividends Declared Per Share of Common Stock

Ordinary Income Per Share

Qualified Dividends

Long-Term Capital Gains Per Share

Non-Dividend Distributions 3

Section 199A Dividend 4

Fiscal Year 2019 1

Fiscal Year 2018 2

Stock Repurchase Program

On October 26, 2020, we announced that our Board of Directors terminated a previously existing stock repurchase authorization that was due to expire December 31, 2020 and replaced it with a new authorization to repurchase up to $1 billion of common stock through December 31, 2021.

As of December 31, 2020, the Company had repurchased shares an aggregate amount of $101 million under the program and had $0.9 billion of common stock remaining available for repurchase.

The following table presents information with respect to purchases of our common stock made during the fourth quarter ended December 31, 2020 by us or any "affiliated purchaser" of us, as defined in Rule 10b-18(a)(3) under the Exchange Act (in millions, except per share amounts).

Total Number of Shares Purchased Average Net Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Publicly Announced Plans or Programs (in millions)

October 1, 2020 - October 31, 2020 0.0 $— 0.0 $1,000

November 1, 2020 - November 30, 2020 0.9 $14.17 0.9 987

December 1, 2020 - December 31, 2020 5.7 $15.50 5.7 899

Total 6.6 $15.32 6.6 $899

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Includes dividends declared during the 12-month period ended November 30, 2019.

The dividend of $0.16 per common share declared on December 10, 2019, which was paid on January 10, 2020, will be reported to stockholders as a fiscal year 2020 distribution for U.S.

federal income tax purposes.

Includes dividends declared during the 12-month period ended November 30, 2018.

Also referred to as a "return of capital." Represents dividends paid in excess of our current and accumulated earnings and profit, or "E&P," which is a tax-based measure calculated by adjusting taxable income for items that are treated differently for E&P purposes, such as utilization of net capital loss carryforwards.

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.

Twenty percent of Section 199A dividends may be deducted in computing a U.S.

non-corporate investor’s taxable income.

The deduction is subject to certain limitations calculated based on an investor’s taxable ordinary income.

For detailed rules regarding the section 199A deduction, stockholders should consult with their tax advisors.

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.

Amounts are reported based on the trade date of the share repurchase.

Equity Compensation Plan Information

The following table summarizes information, as of December 31, 2020, concerning shares of our common stock authorized for issuance under our equity compensation plans, pursuant to which grants of equity-based awards, namely restricted stock units ("RSUs"), may be granted from time to time.

Financial Statements" for a description of our equity compensation plans.

Plan Category

Number of securities to be issued upon exercise of outstanding options, warrants

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) 2

See Note 10 to our Consolidated Financial Statements in this Form 10-K for a description of our equity compensation plans.

Plan Category Number of securities to be issued upon exercise of outstanding options, warrants

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) 2

Equity compensation plans approved by security holders 4,911,475 $ — 4,803,022

Equity compensation plans not approved by security holders — — —

Total 4,911,475 $ — 4,803,022

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8 unchanged sentences

(iii) the stocks included in the FTSE NAREIT Mortgage REIT Index;

(iv) an index of selected issuers in our peer group, composed of Annaly Capital Management, Inc., Anworth Mortgage Asset Corporation, Capstead Mortgage Corporation and Armour Residential REIT, Inc, (collectively, the "Agency REIT Peer Group (old)");

and (v) an updated index of peers adding Two Harbors Investment Corp, Invesco Mortgage Capital, Inc and Dynex Capital, Inc, to Agency REIT Peer Group (old) (collectively, the "Agency REIT Peer Group (new)").

and (iv) an index of selected issuers in our peer group, composed of Annaly Capital Management, Inc., Anworth Mortgage Asset Corporation, Capstead Mortgage Corporation, Armour Residential REIT, Inc, Two Harbors Investment Corp, Invesco Mortgage Capital, Inc and Dynex Capital, Inc (collectively, the "Agency REIT Peer Group").

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1 unchanged sentence

Fiscal year ending December 31.

2020 2019 2018 2017 2016

AGNC Investment Corp.

$ 158.88 $ 161.53 $ 142.54 $ 146.20 $ 118.19

S&P 500 $ 203.04 $ 171.49 $ 130.42 $ 136.40 $ 111.96

FTSE NAREIT Mortgage REITs $ 141.38 $ 174.05 $ 143.45 $ 147.16 $ 122.85

Agency REIT Peer Group (old) 1

Agency REIT Peer Group (new) 1

Agency REIT Peer Group 1

$ 129.36 $ 158.51 $ 141.08 $ 154.71 $ 121.24

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Agency REIT Peer Group annual return is calculated on a weighted basis by market cap at the end of the previous year.

3 unchanged sentences

Selected Financial Data

The following selected financial data is derived from our annual financial statements for the five years ended December 31, 2019 .

The selected financial data should be read in conjunction with the more detailed information contained in Item 8.

Financial Statements and Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations included in this Annual Report on Form 10-K:

($ in Millions, Except Per Share Amounts)

Balance Sheet Data

Investment securities, at fair value

Repurchase agreements and other debt

Total liabilities

Total stockholders' equity

Net book value per common share 1

Tangible net book value per common share 2

Statement of Comprehensive Income Data

Interest income

Interest expense

Net interest income

Other gain (loss), net

Operating expenses

Dividends on preferred stock

Issuance cost of redeemed preferred stock

Net income available to common stockholders

Net income (loss)

Other comprehensive income (loss), net

Comprehensive income (loss)

Dividends on preferred stock

Issuance cost of redeemed preferred stock

Comprehensive income (loss) available (attributable) to common stockholders

Weighted average number of common shares outstanding - basic

Weighted average number of common shares outstanding - diluted

Net income per common share - basic

Net income per common share - diluted

Comprehensive income (loss) per common share - basic

Comprehensive income (loss) per common share - diluted

Dividends declared per common share

Other Data (Unaudited) *

Average investment securities - at par

Average investment securities - at cost

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 portfolio - at cost

Average total assets - at fair value

Average repurchase agreements and other debt outstanding 4

Average stockholders' equity 5

Average tangible net book value "at risk" leverage 6

Tangible net book value "at risk" leverage (as of period end) 7

Economic return on tangible common equity 8

Expenses % of average total assets 9

Expenses % of average assets, including average net TBA position 9

Expenses % of average stockholders' equity 9

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* Except as noted below, average numbers for each period are weighted based on days on our books and records.

Net book value per common share is calculated as total stockholders' equity, less preferred stock liquidation preference, divided by number of common shares outstanding as of period end.

Tangible net book value per common share excludes goodwill and other intangible assets.

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 balances sheets.

Amount excludes U.S.

Treasury repurchase agreements and TBA contracts.

Other debt includes debt of consolidated VIEs.

Average stockholders' equity calculated as average month-ended stockholders' equity during the period.

Average tangible net book value "at risk" leverage is calculated by dividing the sum of daily weighted average mortgage borrowings outstanding (Agency and non-Agency MBS repurchase agreements, other debt and TBA securities (at cost)) for the period by the sum of average stockholders' equity adjusted to exclude goodwill and other intangible assets for the period.

Leverage excludes U.S.

Treasury repurchase agreements.

"At risk" leverage as of period end is calculated by dividing the sum of mortgage borrowings outstanding and receivable/payable for unsettled investment securities as of period end (at cost) by the sum of total stockholders' equity adjusted to exclude goodwill and other intangible assets as of period end.

Leverage excludes U.S.

Treasury repurchase agreements.

Economic return on tangible common equity represents the sum of the change in tangible net book value per common share and dividends declared per share of common stock during the period over beginning tangible net book value per common share.

Expenses for fiscal year 2018 and 2016 have been adjusted to exclude one-time or non-recurring expenses.

Fiscal year 2018 adjusted expenses exclude $27 million of non-recurring expenses associated with the sale of MTGE Investment Corp., an entity we previously managed, and corresponding termination of MTGE's management agreement.

Excluded amounts include the write-off of our intangible asset associated with our acquisition of the MTGE management agreement and other miscellaneous expenses.

Fiscal year 2016 adjusted expenses exclude $9 million of one-time expenses associated with our acquisition of AMM.

Not applicable.

(Please refer to Results of Operations under Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations for selected financial data for the three years ended December 31, 2020.)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity