What changed in this filing

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Item 1. Financial Statements

2022-05-09 compared with 2021-11-05 · 165 added, 196 removed, 684 unchanged (35% of the section changed)

3 unchanged sentences

(in millions, except per share data)

September 30, 2021 December 31, 2020

March 31, 2022 December 31, 2021

Agency securities, at fair value (including pledged securities of $ 43,261 and $ 47,601 , respectively)

34 unchanged sentences

(in millions, except per share data)

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Three Months Ended March 31,

Interest income:

3 unchanged sentences

Other gain (loss), net:

Gain (loss) on sale of investment securities, net ( 5 ) 346 7 993

Unrealized gain (loss) on investment securities measured at fair value through net income, net ( 141 ) ( 365 ) ( 1,124 ) 511

Gain (loss) on derivative instruments and other securities, net 101 400 922 ( 3,139 )

Loss on sale of investment securities, net ( 342 ) ( 13 )

Unrealized loss on investment securities measured at fair value through net income, net ( 2,532 ) ( 955 )

Gain on derivative instruments and other securities, net 1,796 1,439

Total other gain (loss), net:

7 unchanged sentences

Net income (loss) $ ( 651 ) $ 975

Unrealized gain (loss) on investment securities measured at fair value through other comprehensive income (loss), net 6 70 ( 308 ) 737

Unrealized loss on investment securities measured at fair value through other comprehensive loss, net ( 491 ) ( 237 )

Comprehensive income (loss) ( 1,142 ) 738

2 unchanged sentences

Weighted average number of common shares outstanding - basic

526.7 553.2 529.0 553.8

Weighted average number of common shares outstanding - diluted

528.6 554.3 530.8 553.8

Net income (loss) per common share - basic $ ( 1.29 ) $ 1.78

11 unchanged sentences

Shares Amount

Balance, June 30, 2020 $ 1,489 555.5 $ 6 $ 14,191 $ ( 6,100 ) $ 764 $ 10,350

Balance, December 31, 2020 $ 1,489 539.5 $ 5 $ 13,972 $ ( 5,106 ) $ 719 $ 11,079

Net income — — — — 975 — 975

Other comprehensive income:

Unrealized gain on available-for-sale securities, net — — — — — 70 70

Other comprehensive loss:

Unrealized loss on available-for-sale securities, net — — — — — ( 237 ) ( 237 )

Stock-based compensation, net — 0.4 — 3 — — 3

2 unchanged sentences

Common dividends declared — — — — ( 192 ) — ( 192 )

Balance, September 30, 2020 $ 1,489 545.2 $ 5 $ 14,053 $ ( 5,661 ) $ 834 $ 10,720

Balance, June 30, 2021 $ 1,489 524.9 $ 5 $ 13,741 $ ( 4,972 ) $ 405 $ 10,668

Net income — — — — 212 — 212

Other comprehensive income:

Unrealized gain on available-for-sale securities, net — — — — — 6 6

Stock-based compensation, net — — — 6 — — 6

Preferred dividends declared — — — — ( 25 ) — ( 25 )

Common dividends declared — — — — ( 188 ) — ( 188 )

Balance, September 30, 2021 $ 1,489 524.9 $ 5 $ 13,747 $ ( 4,973 ) $ 411 $ 10,679

Balance, March 31, 2021 $ 1,489 524.9 $ 5 $ 13,736 $ ( 4,348 ) $ 482 $ 11,364

Balance, December 31, 2021 $ 1,489 522.2 $ 5 $ 13,710 $ ( 5,214 ) $ 301 $ 10,291

Net loss — — — — ( 651 ) — ( 651 )

Other comprehensive income:

Unrealized gain on available-for-sale securities, net — — — — — 737 737

Stock-based compensation, net — 0.1 — 12 — — 12

Issuance of preferred stock, net of offering cost 557 — — — — — 557

Issuance of common stock, net of offering cost — 26.7 1 438 — — 439

Repurchase of common stock — ( 22.5 ) ( 1 ) ( 290 ) — — ( 291 )

Preferred dividends declared — — — — ( 71 ) — ( 71 )

Common dividends declared — — — — ( 663 ) — ( 663 )

Balance, September 30, 2020 $ 1,489 545.2 $ 5 $ 14,053 $ ( 5,661 ) $ 834 $ 10,720

Balance, December 31, 2020 $ 1,489 539.5 $ 5 $ 13,972 $ ( 5,106 ) $ 719 $ 11,079

Net income — — — — 776 — 776

Other comprehensive loss:

1 unchanged sentence

Stock-based compensation, net — 1.1 — ( 6 ) — — ( 6 )

Repurchase of common stock — ( 15.0 ) — ( 239 ) — — ( 239 )

Preferred dividends declared — — — — ( 25 ) — ( 25 )

Common dividends declared — — — — ( 188 ) — ( 188 )

Balance, September 30, 2021 $ 1,489 524.9 $ 5 $ 13,747 $ ( 4,973 ) $ 411 $ 10,679

Balance, March 31, 2022 $ 1,489 523.3 $ 5 $ 13,704 $ ( 6,078 ) $ ( 190 ) $ 8,930

See accompanying notes to consolidated financial statements.

2 unchanged sentences

(in millions)

Nine Months Ended

September 30,

Three Months Ended

Operating activities:

3 unchanged sentences

Stock-based compensation, net ( 6 ) 3

Gain on sale of investment securities, net ( 7 ) ( 993 )

Unrealized (gain) loss on investment securities measured at fair value through net income, net 1,124 ( 511 )

(Gain) loss on derivative instruments and other securities, net ( 922 ) 3,139

(Increase) decrease in other assets ( 33 ) 104

Decrease in accounts payable and other accrued liabilities ( 19 ) ( 189 )

Loss on sale of investment securities, net 342 13

Unrealized loss on investment securities measured at fair value through net income, net 2,532 955

Gain on derivative instruments and other securities, net ( 1,796 ) ( 1,439 )

Decrease in other assets 20 9

Increase (decrease) in accounts payable and other accrued liabilities 8 ( 12 )

Net cash provided by operating activities 371 427

10 unchanged sentences

Treasury securities 6,066 8,474

Net proceeds from reverse repurchase agreements 2,129 1,590

Net proceeds from (payments on) derivative instruments 918 ( 2,260 )

Net cash provided by investing activities 4,715 34,498

Net payments on reverse repurchase agreements ( 169 ) ( 5,055 )

Net proceeds from derivative instruments 1,784 1,396

Net cash provided by (used in) investing activities 3,081 ( 3,195 )

Financing activities:

2 unchanged sentences

Payments on debt of consolidated variable interest entities ( 7 ) ( 12 )

Net proceeds from preferred stock issuances — 557

Net proceeds from common stock issuances — 439

Payments for common stock repurchases — ( 239 )

Cash dividends paid ( 213 ) ( 219 )

Net cash used in financing activities ( 6,758 ) ( 34,703 )

Net cash (used in) provided by financing activities ( 2,886 ) 2,220

Net change in cash, cash equivalents and restricted cash 566 ( 548 )

7 unchanged sentences

Our common stock is traded on The Nasdaq Global Select Market under the symbol "AGNC."

We are a leading provider of private capital to the U.S.

housing market, enhancing liquidity in the residential real estate mortgage markets and, in turn, facilitating home ownership in the U.S.

We invest primarily in Agency residential mortgage-backed securities ("Agency RMBS") for which the principal and interest payments are guaranteed by a U.S.

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federal or state corporate income tax to the extent that we distribute our annual taxable income to our stockholders on a timely basis.

It is our intention to distribute 100 % of our taxable income, after application of available tax attributes, within the limits prescribed by the Internal Revenue Code, which may extend into the subsequent tax year.

We are internally managed with the principal objective of providing our stockholders with attractive risk-adjusted returns through a combination of monthly dividends and tangible net book value accretion.

It is our intention to distribute 100 % of our taxable income within the time limits prescribed by the Internal Revenue Code, which may extend into the subsequent tax year.

We are internally managed with the principal objective of providing our stockholders with favorable long-term returns on a risk-adjusted basis through attractive monthly dividends.

We generate income from the interest earned on our investments, net of associated borrowing and hedging costs, and net realized gains and losses on our investment and hedging activities.

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Government agency;

rather, "credit risk transfer" is achieved by writing down the outstanding principal balance of the CRT securities if credit losses on a related pool

of loans exceed certain thresholds.

rather, "credit risk transfer" is achieved by writing down the outstanding principal balance of the CRT securities if credit losses on a related pool of loans exceed certain thresholds.

By reducing the amount that they are obligated to repay to holders of CRT securities, the GSEs and/or other third parties offset credit losses on the related loans.

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At the time we purchase CRT securities and non-Agency MBS that are not of high credit quality, we determine an effective yield based on our estimate of the timing and amount of future cash flows and our cost basis.

Our initial cash flow estimates for these investments are based on our observations of current information and events and include assumptions related to interest rates, prepayment rates and the impact of default and severity rates on the timing and amount of credit losses.

Our initial cash flow estimates for these investments are based on our observations of current information and events and include assumptions related to interest rates, prepayment rates, collateral call provisions, and the impact of default and severity rates on the timing and amount of credit losses.

On at least a quarterly basis, we review the estimated cash flows and make appropriate adjustments based on inputs and analysis received from external sources, internal models, and our judgment regarding such inputs and other factors.

2 unchanged sentences

We finance the acquisition of securities for our investment portfolio primarily through repurchase agreements with financial institutions.

Repurchase arrangements involve the sale and a simultaneous agreement to repurchase the transferred assets at a future date.

Repurchase arrangements involve the sale and a simultaneous agreement to repurchase the transferred

assets at a future date.

We maintain a beneficial interest in the specific securities pledged during the term of each repurchase arrangement and we receive the related principal and interest payments.

Pursuant to ASC Topic 860, Transfers and Servicing , we account for repurchase agreements as collateralized financing transactions, which are carried at their contractual amounts (cost), plus accrued interest.

Our repurchase agreements typically have maturities of less than one year but may extend up to five years or more.

Our repurchase agreements typically have maturities of less than one year.

Reverse Repurchase Agreements and Obligation to Return Securities Borrowed under Reverse Repurchase Agreements

24 unchanged sentences

Under our interest rate swap agreements, we typically pay a fixed rate and receive a floating rate ("payer swaps") based on a short-term benchmark rate, such as the Secured Overnight Financing Rate ("SOFR") and Overnight Index Swap Rate ("OIS").

Our interest rate swaps typically have terms from one to 10 years but may extend up to 20 years or more.

Our interest rate swaps typically have terms from one to 10 years.

Our interest rate swaps are centrally cleared through a registered commodities exchange.

The clearing exchange requires that we post an "initial margin" amount determined by the exchange, which is generally intended to be set at a level sufficient to protect the exchange from the interest rate swap's maximum estimated single-day price movement.

The clearing exchange requires that we post an "initial margin" amount determined by the exchange.

The initial margin amount is intended to be set at a level sufficient to protect the exchange from the interest rate swap's maximum estimated single-day price movement and is subject to adjustment based on changes in market volatility and other factors.

We also exchange daily settlements of "variation margin" based upon changes in fair value, as measured by the exchange.

4 unchanged sentences

Our interest rate swaption agreements are not subject to central clearing.

The premium paid for interest rate swaptions is reported as an asset in our consolidated balance sheets.

The difference between the premium paid 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 a swaption expires unexercised, the realized loss on the swaption would be equal to the premium

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 and the premium paid.

31 unchanged sentences

The availability of observable inputs can be 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.

We typically obtain price estimates from multiple third-

party pricing sources, such as pricing services and dealers, or, if applicable, the registered clearing exchange.

We typically obtain price estimates from multiple third-party pricing sources, such as pricing services and dealers, or, if applicable, the registered clearing exchange.

We make inquiries of third-party pricing sources to understand the significant inputs and assumptions they used to determine their prices and that they are derived from orderly transactions, particularly during periods of elevated market turbulence and reduced market liquidity.

We also review third-party price estimates and perform procedures to validate their reasonableness, including an analysis of the range of estimates for each position, comparison to recent trade activity for similar securities and for consistency with market conditions observed as of the measurement date.

While we do not adjust prices we obtain from pricing sources, we will exclude prices for securities from our estimation of fair value if we determine based on our validation procedures and our market knowledge and expertise that the price is significantly different from what 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.

would indicate and we cannot obtain an understanding from the third-party source as to the significant inputs used to determine the price.

The following is a description of the valuation methodologies used for instruments measured at fair value on a recurring basis classified as Level 2 inputs.

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Investment Securities

As of September 30, 2021 and December 31, 2020, our investment portfolio consisted of:

As of March 31, 2022 and December 31, 2021, our investment portfolio consisted of:

$ 49.1 billion and $ 54.4 billion investment securities, at fair value, respectively;

$ 19.5 billion and $ 27.1 billion net TBA securities, at fair value, respectively;

and $ 0.5 billion and zero forward settling non-Agency securities, at fair value, respectively.

Our net TBA position and forward settling non-Agency securities are reported at their net carrying value totaling $( 171 ) million and $ 275 million as of September 30, 2021 and December 31, 2020, respectively, in derivative assets / (liabilities) on our accompanying consolidated balance sheets.

and, as of December 31, 2021, $ 0.4 billion forward settling non-Agency securities, at fair value.

Our net TBA position and forward settling non-Agency securities are reported at their net carrying value totaling $( 609 ) million and $( 44 ) million as of March 31, 2022 and December 31, 2021, respectively, in derivative assets / (liabilities) on our accompanying consolidated balance sheets.

The net carrying value of our TBA position and forward settling non-Agency securities represents the difference between the fair value of the underlying security and the cost basis or the forward price to be paid or received for the underlying security.

As of September 30, 2021 and December 31, 2020, our investment securities had a net unamortized premium balance of $ 1.9 billion and $ 2.4 billion, respectively.

The following tables summarize our investment securities as of September 30, 2021 and December 31, 2020, excluding TBA and forward settling securities, (dollars in millions).

As of March 31, 2022 and December 31, 2021, our investment securities had a net unamortized premium balance of $ 1.8 billion and $ 1.8 billion, respectively.

The following tables summarize our investment securities as of March 31, 2022 and December 31, 2021, excluding TBA and forward settling securities, (dollars in millions).

Details of our TBA and forward settling securities as of each of the respective dates are included in Note 5.

September 30, 2021 December 31, 2020

March 31, 2022 December 31, 2021

Investment Securities Amortized

5 unchanged sentences

Interest-only and principal-only strips 64 67 70 80

Multifamily — — 17 19

Total Agency RMBS 49,590 47,398 51,843 52,604

3 unchanged sentences

Total investment securities $ 51,316 $ 49,087 $ 53,628 $ 54,421

September 30, 2021

March 31, 2022

Agency RMBS Non-Agency

28 unchanged sentences

Total securities, at fair value $ 33,064 $ 14,330 $ 4 $ 316 $ 488 $ 885 $ 49,087

Weighted average coupon as of September 30, 2021

Weighted average coupon as of March 31, 2022

3.11 % 3.10 % 4.73 % 3.39 % 3.76 % 4.23 % 3.13 %

Weighted average yield as of September 30, 2021 1

Weighted average yield as of March 31, 2022 1

2.47 % 2.46 % 2.56 % 5.63 % 4.43 % 5.30 % 2.56 %

________________________________

Incorporates a weighted average future constant prepayment rate assumption of 10.7 % based on forward rates as of September 30, 2021.

Incorporates a weighted average future constant prepayment rate assumption of 7.9 % based on forward rates as of March 31, 2022.

December 31, 2021

30 unchanged sentences

Incorporates a weighted average future constant prepayment rate assumption of 10.9 % based on forward rates as of December 31, 2021.

As of September 30, 2021 and December 31, 2020, our investments in CRT and non-Agency securities had the following credit ratings (in millions):

September 30, 2021 December 31, 2020

As of March 31, 2022 and December 31, 2021, our investments in CRT and non-Agency securities had the following credit ratings (in millions):

March 31, 2022 December 31, 2021

CRT and Non-Agency Security Credit Ratings 1

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The actual maturities of our credit-oriented investments are primarily impacted by their contractual lives and default and loss recovery rates.

As of September 30, 2021 and December 31, 2020, the weighted average expected constant prepayment rate ("CPR") over the remaining life of our Agency and high credit quality non-Agency RMBS investment portfolio was 10.7 % and 17.6 %, respectively.

As of March 31, 2022 and December 31, 2021, the weighted average expected constant prepayment rate ("CPR") over the remaining life of our Agency and high credit quality non-Agency RMBS investment portfolio was 7.9 % and 10.9 %, respectively.

Our estimates can differ materially for different securities and thus our individual holdings have a wide range of projected CPRs.

The following table summarizes our investments as of September 30, 2021 and December 31, 2020 according to their estimated weighted average life classification (dollars in millions):

September 30, 2021 December 31, 2020

The following table summarizes our investments as of March 31, 2022 and December 31, 2021 according to their estimated weighted average life classification (dollars in millions):

March 31, 2022 December 31, 2021

Estimated Weighted Average Life of Investment Securities Fair Value Amortized

9 unchanged sentences

$ 49,087 $ 51,316 3.13 % 2.56 % $ 54,421 $ 53,628 3.08 % 2.43 %

Gains and Losses on Sale of Investment Securities

The following table is a summary of our net gain (loss) from the sale of investment securities for the three and nine months ended September 30, 2021 and 2020 by investment classification of accounting (in millions):

Three Months Ended September 30,

Investment Securities Available-for-Sale

Fair Value Option Securities Total Available-for-Sale

Fair Value Option Securities Total

Investment securities sold, at cost $ ( 309 ) $ ( 9,285 ) $ ( 9,594 ) $ — $ ( 13,430 ) $ ( 13,430 )

Proceeds from investment securities sold 1

The following table presents the gross unrealized loss and fair values of securities classified as available-for-sale by length of time that such securities have been in a continuous unrealized loss position as of March 31, 2022 and December 31, 2021 (in millions):

Unrealized Loss Position For

Less than 12 Months 12 Months or More Total

Securities Classified as Available-for-Sale Fair

Value Unrealized

Fair Value Unrealized

Value Unrealized

March 31, 2022

$ 6,820 $ ( 200 ) $ — $ — $ 6,820 $ ( 200 )

Net gain (loss) on sale of investment securities $ 4 $ ( 9 ) $ ( 5 ) $ — $ 346 $ 346

Gross gain on sale of investment securities $ 4 $ 63 $ 67 $ — $ 354 $ 354

Gross loss on sale of investment securities — ( 72 ) ( 72 ) — ( 8 ) ( 8 )

Net gain (loss) on sale of investment securities $ 4 $ ( 9 ) $ ( 5 ) $ — $ 346 $ 346

Nine Months Ended September 30,

December 31, 2021

$ — $ — $ — $ — $ — $ —

Gains and Losses on Sale of Investment Securities

The following table is a summary of our net gain (loss) from the sale of investment securities for the three months ended March 31, 2022 and 2021 by investment classification of accounting (in millions):

Three Months Ended March 31,

Investment Securities Available-for-Sale

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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 September 30, 2021, we had met all margin call requirements.

As of March 31, 2022, we had met all margin call requirements.

For additional information regarding our pledged assets, please refer to Note 6.

As of September 30, 2021 and December 31, 2020, we had $ 46.5 billion and $ 52.4 billion, respectively, of repurchase agreements outstanding used to fund our investment portfolio and temporary holdings of U.S.

As of March 31, 2022 and December 31, 2021, we had $ 44.7 billion and $ 47.4 billion, respectively, of repurchase agreements outstanding used to fund our investment portfolio and temporary holdings of U.S.

Treasury securities.

The terms and conditions of our repurchase agreements are typically negotiated on a transaction-by-transaction basis.

Our repurchase agreements with original maturities greater than one year may have floating interest rates based on an index plus or minus a

fixed spread.

The following table summarizes our borrowings under repurchase agreements by their remaining maturities as of September 30, 2021 and December 31, 2020 (dollars in millions):

September 30, 2021 December 31, 2020

Our repurchase agreements with original maturities greater than one year may have floating interest rates based on an index plus or minus a fixed spread.

The following table summarizes our borrowings under repurchase agreements by their remaining maturities as of March 31, 2022 and December 31, 2021 (dollars in millions):

March 31, 2022 December 31, 2021

Remaining Maturity Repurchase Agreements Weighted

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> 9 to ≤ 12 months — — % — 1,362 0.23 % 307

> 12 to ≤ 24 months 750 0.94 % 456 — — % —

Total Agency repo 44,034 0.37 % 64 46,911 0.15 % 63

45,589 0.12 % 70 52,366 0.24 % 54

Treasury repo:

> 1 day to ≤ 1 month 943 0.07 % 3 — — % —

≤ 1 month 681 0.16 % 1 470 ( 0.05 ) % 4

Total $ 44,715 0.37 % 63 $ 47,381 0.15 % 63

As of September 30, 2021 and December 31, 2020, $ 3.7 billion and $ 11.2 billion, respectively, of our repurchase agreements had an overnight maturity of one business day and none of our repurchase agreements were due on demand.

As of September 30, 2021, we had $ 2.5 billion of forward commitments to enter into repurchase agreements with a weighted average forward start date of 1 day and a weighted average interest rate of 0.06 %.

As of March 31, 2022 and December 31, 2021, $ 8.7 billion and $ 0.8 billion, respectively, of our Agency repurchase agreements had an overnight maturity of one business day and none of our repurchase agreements were due on demand.

As of March 31, 2022, we had $ 5.9 billion of forward commitments to enter into repurchase agreements with a weighted average forward start date of 1 day and a weighted average interest rate of 0.39 %.

As of December 31, 2021, we had $ 9.8 billion of forward commitments to enter into repurchase agreements, with a weighted average forward start date of 3 days and a weighted average interest rate of 0.08 %.

As of September 30, 2021 and December 31, 2020, 43 % and 47 %, respectively, of our repurchase agreement funding was sourced through our wholly-owned captive broker-dealer subsidiary, Bethesda Securities, LLC ("BES").

Amounts sourced through BES include funding from the General Collateral Finance Repo service ("GCF Repo") offered by the Fixed Income Clearing Corporation ("FICC"), which totaled 42 % and 46 % of our repurchase agreement funding outstanding as of September 30, 2021 and December 31, 2020, respectively.

During the nine months ended September 30, 2020, we terminated $ 3.7 billion of repurchase agreements with a weighted average interest rate of 2.11 % and a weighted average remaining maturity of 2.2 years.

The terminated agreements were replaced with shorter duration repurchase agreements at lower prevailing market rates.

We recognized losses on debt extinguishment of $ 146 million in other gain (loss), net for the nine months ended September 30, 2020 associated with the terminated repurchase agreements.

We did not terminate any repurchase agreements during the current year periods.

As of March 31, 2022 and December 31, 2021, 43 % and 43 %, respectively, of our repurchase agreement funding was sourced through our wholly-owned captive broker-dealer subsidiary, Bethesda Securities, LLC ("BES").

Amounts sourced through BES include funding from the General Collateral Finance Repo service ("GCF Repo") offered by the Fixed Income Clearing Corporation ("FICC"), which totaled 41 % and 42 % of our repurchase agreement funding outstanding as of March 31, 2022 and December 31, 2021, respectively.

Reverse Repurchase Agreements

As of September 30, 2021 and December 31, 2020, we had $9.6 billion and $11.7 billion, respectively, of reverse repurchase agreements outstanding used primarily to borrow securities to cover short sales of U.S.

As of March 31, 2022 and December 31, 2021, we had $10.6 billion and $10.5 billion, respectively, of reverse repurchase agreements outstanding used primarily to borrow securities to cover short sales of U.S.

Treasury securities, for which we had associated obligations to return borrowed securities at fair value of $10.3 billion and $9.7 billion, respectively.

As of September 30, 2021 and December 31, 2020, $ 2.5 billion and $ 3.6 billion, respectively, of our reverse repurchase agreements were with the FICC sourced through BES.

As of March 31, 2022 and December 31, 2021, $ 2.6 billion and $ 3.0 billion, respectively, of our reverse repurchase agreements were with the FICC sourced through BES.

Derivative and Other Hedging Instruments

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Derivative and Other Hedging Instrument Assets (Liabilities), at Fair Value

The table below summarizes fair value information about our derivative and other hedging instrument assets/(liabilities) as of September 30, 2021 and December 31, 2020 (in millions):

Derivative and Other Hedging Instruments Balance Sheet Location September 30,

The table below summarizes fair value information about our derivative and other hedging instrument assets/(liabilities) as of March 31, 2022 and December 31, 2021 (in millions):

Derivative and Other Hedging Instruments Balance Sheet Location March 31,

Interest rate swaps 1

Derivative assets, at fair value $ — $ —

Swaptions Derivative assets, at fair value 450 290

2 unchanged sentences

Total derivative assets, at fair value

Interest rate swaps 1

Derivative liabilities, at fair value $ — $ —

TBA and forward settling non-Agency securities Derivative liabilities, at fair value ( 668 ) ( 71 )

Treasury futures - short Derivative liabilities, at fair value — ( 15 )

Credit default swaps 1

Derivative liabilities, at fair value — —

Total derivative liabilities, at fair value

5 unchanged sentences

$ ( 9,593 ) $ ( 9,226 )

The following tables summarize certain characteristics of our derivative and other hedging instruments outstanding as of September 30, 2021 and December 31, 2020 (dollars in millions):

September 30, 2021 December 31, 2020

________________________________

As of March 31, 2022 and December 31, 2021, the net fair value of our interest rate swaps excluding the recognition of variation margin settlements as a direct reduction of carrying value (see Note 2) was a net asset (liability) of $ 3.5 billion and $ 1.6 billion, respectively.

As of March 31, 2022, the net fair value of our credit default swaps excluding the recognition of variation margin settlements was $( 42 ) million.

We did not have credit default swaps outstanding as of December 31, 2021.

The following tables summarize certain characteristics of our derivative and other hedging instruments outstanding as of March 31, 2022 and December 31, 2021 (dollars in millions):

March 31, 2022 December 31, 2021

Pay Fixed / Receive Variable Interest Rate Swaps Notional

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Total $ 51,125 0.26 % 0.30 % 4.0 $ 51,225 0.20 % 0.05 % 4.0

Pay Fixed / Receive Variable Interest Rate Swaps by Receive Index (% of Notional Amount) September 30,

Pay Fixed / Receive Variable Interest Rate Swaps by Receive Index (% of Notional Amount) March 31,

December 31, 2021

7 unchanged sentences

Amount Average Fixed Pay

September 30, 2021

March 31, 2022

≤ 1 year $ 88 $ 103 9 $ 3,050 2.18 % 7.4

6 unchanged sentences

> 2 year ≤ 3 years 99 79 28 4,050 2.35 % 10.0

> 3 year ≤ 4 years 8 8 40 250 1.43 % 10.0

Total $ 328 $ 290 18 $ 13,000 1.93 % 9.6

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As of September 30, 2021 and December 31, 2020, ≤ 1 year notional amount includes $ 700 million of Bermudan swaptions where the options may be exercised on predetermined dates up to their final exercise date, which is six months prior to the underlying swaps' maturity date.

As of September 30, 2021, 95% and 5% of the underlying swap receive rates were tied to SOFR and 3-Month LIBOR, respectively.

As of December 31, 2020, 67% and 33% of the underlying swap receive rates were tied to SOFR and 3-Month LIBOR, respectively.

Treasury Securities September 30, 2021 December 31, 2020

As of March 31, 2022 and December 31, 2021, ≤ 1 year notional amount includes $ 700 million of Bermudan swaptions where the options may be exercised on predetermined dates up to their final exercise date, which is six months prior to the underlying swaps' maturity date.

As of March 31, 2022, 93% and 7% of the underlying swap receive rates were tied to SOFR and 3-Month LIBOR, respectively.

As of December 31, December 31, 2021, 95% and 5% of the underlying swap receive rates were tied to SOFR and 3-Month LIBOR, respectively.

Treasury Securities March 31, 2022 December 31, 2021

Maturity Face Amount Long/(Short) Cost Basis 1

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________________________________

As of September 30, 2021 and December 31, 2020, short U.S.

Treasury securities had a weighted average yield of 1.46 % and 1.20 %, respectively, and long U.S.

Treasury securities totaling $ 645 million, at fair value, had a weighted average yield of 0.56 % as of September 30, 2021.

Treasury Futures September 30, 2021 December 31, 2020

As of March 31, 2022 and December 31, 2021, short U.S.

Treasury securities totaling $(10.3) billion and $(9.7) billion, at fair value, respectively, had a weighted average yield of 1.67 % and 1.56 %, respectively.

As of March 31, 2022 and December 31, 2021, long U.S.

Treasury securities totaling $ 0.7 billion and $0.5 billion, at fair value, respectively, had a weighted average yield of 1.90 % and 1.18%, respectively.

Treasury Futures March 31, 2022 December 31, 2021

Maturity Notional

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5 years $ ( 500 ) $ ( 588 ) $ ( 573 ) $ 15 $ — $ — $ — $ —

10 years ( 4,885 ) ( 6,125 ) ( 6,002 ) 123 ( 1,500 ) ( 1,942 ) ( 1,957 ) ( 15 )

Treasury futures $ ( 5,385 ) $ ( 6,713 ) $ ( 6,575 ) $ 138 $ ( 1,500 ) $ ( 1,942 ) $ ( 1,957 ) $ ( 15 )

________________________________

2 unchanged sentences

Treasury futures contract as of period-end and is reported in derivative assets/(liabilities), at fair value in our consolidated balance sheets.

September 30, 2021 December 31, 2020

March 31, 2022 December 31, 2021

TBA Securities by Coupon 2

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123 128 124 ( 4 ) — — — —

116 118 118 — — — — —

Total 15-Year TBA securities 239 246 242 ( 4 ) 2,039 2,056 2,059 3

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8,921 8,947 8,898 ( 49 ) 581 611 611 —

2,950 2,988 2,995 7 — — — —

Total 30-Year TBA securities, net 19,368 19,906 19,301 ( 605 ) 24,634 25,128 25,081 ( 47 )

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Net carrying value represents the difference between the fair market value and the cost basis (or the forward price to be paid/(received) for the underlying Agency security) of the TBA contract as of period-end and is reported in derivative assets/(liabilities), at fair value in our consolidated balance sheets.

Table excludes forward settling non-Agency securities totaling $ 0.5 billion market value and $ 1 million net carrying value as of September 30, 2021.

Table excludes forward settling non-Agency securities totaling $ 0.4 billion fair value and $ 0.2 million net carrying value as of December 31, 2021.

As of March 31, 2022, we had $ 2.6 billion notional value of centrally cleared credit default swaps ("CDS") outstanding that reference the Markit CDX Investment Grade Index, maturing in June 2027.

Under the terms of our CDS, we pay fixed periodic payments equal to 1% of the notional value and we are entitled to receive payments for qualified credit events.

As of March 31, 2022, the CDS had an amortized cost basis of $( 35 ) million, a market value of $( 42 ) million, and a carrying value of zero dollars, net of variation margin settlements posted by us.

Pursuant to rules governing central clearing activities, we recognize variation margin settlements as a direct reduction of the carrying value of the CDS asset or liability.

Gain (Loss) From Derivative Instruments and Other Securities, Net

The following table summarizes changes in our derivative and other hedge portfolio and their effect on our consolidated statements of comprehensive income for the three and nine months ended September 30, 2021 and 2020 (in millions):

The following table summarizes changes in our derivative and other hedge portfolio and their effect on our consolidated statements of comprehensive income for the three months ended March 31, 2022 and 2021 (in millions):

Derivative and Other Hedging Instruments Beginning

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on Derivative Instruments and Other Securities, Net 1

Three months ended September 30, 2021:

TBA securities, net $ 26,567 86,363 ( 85,301 ) $ 27,629 $ 30

Forward settling non-Agency securities $ 300 750 ( 600 ) $ 450 3

Interest rate swaps - payer $ 49,725 500 ( 500 ) $ 49,725 57

Payer swaptions $ 11,450 3,000 ( 1,500 ) $ 12,950 28

Treasury securities - short position $ ( 10,893 ) ( 1,443 ) 3,498 $ ( 8,838 ) ( 11 )

Treasury securities - long position $ 397 4,098 ( 3,846 ) $ 649 ( 8 )

Treasury futures contracts - short position $ ( 1,500 ) ( 1,500 ) 1,500 $ ( 1,500 ) 5

Three months ended September 30, 2020:

TBA securities, net $ 19,760 80,599 ( 71,838 ) $ 28,521 $ 283

Interest rate swaps - payer $ 42,075 24,975 ( 24,075 ) $ 42,975 140

Payer swaptions $ 9,350 — ( 2,450 ) $ 6,900 ( 1 )

Treasury securities - short position $ ( 7,247 ) ( 2,735 ) 2,255 $ ( 7,727 ) ( 15 )

Treasury securities - long position $ 1,132 — ( 1,132 ) $ — 1

Treasury futures contracts - short position $ ( 1,000 ) ( 1,000 ) 1,000 $ ( 1,000 ) ( 5 )

Nine months ended September 30, 2021:

Three months ended March 31, 2022:

TBA securities, net $ 26,673 78,634 ( 85,700 ) $ 19,607 $ ( 1,234 )

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Interest rate swaps - payer $ 51,225 2,400 ( 2,500 ) $ 51,125 1,957

Credit default swaps - CDX IG - buy protection $ — ( 5,470 ) 2,860 $ ( 2,610 ) —

Payer swaptions $ 13,000 1,500 ( 4,250 ) $ 10,250 363

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Treasury futures contracts - short position $ ( 1,500 ) ( 6,870 ) 2,985 $ ( 5,385 ) 196

Nine months ended September 30, 2020:

Three months ended March 31, 2021:

TBA securities, net $ 30,364 93,336 ( 99,182 ) $ 24,518 $ ( 926 )

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Amounts exclude other miscellaneous gains and losses recognized in gain (loss) on derivative instruments and other securities, net in our consolidated statements of comprehensive income.

Amounts for the nine months ended September 30, 2020 exclude $ 146 million of losses on debt extinguishment (see Note 4).

Pledged Assets

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However, we believe that the risk is minimal due to the clearing exchanges' initial and daily mark-to-market margin requirements, clearinghouse guarantee funds and other resources that are available in the event of a clearing member default.

As of September 30, 2021, our maximum amount at risk with any counterparty related to our repurchase agreements, excluding the Fixed Income Clearing Corporation, was less than 2 % of our tangible stockholders' equity (or the excess/shortfall of the value of collateral pledged/received over our repurchase agreement liabilities/reverse repurchase agreement receivables).

As of September 30, 2021, approximately 7 % of our tangible stockholder's equity was at risk with the Fixed Income Clearing Corporation.

As of March 31, 2022, our maximum amount at risk with any counterparty related to our repurchase agreements, excluding the Fixed Income Clearing Corporation, was less than 2 % of our tangible stockholders' equity (or the excess/shortfall of the value of collateral pledged/received over our repurchase agreement liabilities/reverse repurchase agreement receivables).

As of March 31, 2022, approximately 8 % of our tangible stockholder's equity was at risk with the Fixed Income Clearing Corporation.

Assets Pledged to Counterparties

The following tables summarize our assets pledged as collateral under our funding, derivative and brokerage and clearing agreements by type, including securities pledged related to securities sold but not yet settled, as of September 30, 2021 and December 31, 2020 (in millions):

September 30, 2021

The following tables summarize our assets pledged as collateral under our funding, derivative and brokerage and clearing agreements by type, including securities pledged related to securities sold but not yet settled, as of March 31, 2022 and December 31, 2021 (in millions):

March 31, 2022

Assets Pledged to Counterparties 1

Repurchase Agreements 2

Debt of Consolidated VIEs Derivative Agreements Brokerage and Clearing Agreements 3

VIEs Derivative Agreements and Other 3

Agency RMBS - fair value $ 44,509 $ 184 $ 963 $ 45,656

CRT - fair value

534 — — — 534

Non-Agency - fair value

380 — — — 380

Treasury securities - fair value

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Accrued interest on pledged securities

117 1 1 1 120

Restricted cash 45 — 1,042 1,087

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Repurchase Agreements 2

Debt of Consolidated VIEs Derivative Agreements Brokerage and Clearing Agreements 3

VIEs Derivative Agreements and Other 3

Agency RMBS - fair value $ 46,943 $ 208 $ 739 $ 47,890

CRT - fair value

455 — — — 455

Non-Agency - fair value

Treasury securities - fair value

1,084 — 208 1,292

Accrued interest on pledged securities

147 1 1 1 150

Restricted cash 15 — 512 527

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Includes repledged assets received as collateral from counterparties and securities sold but not yet settled.

Includes $ 89 million and $ 119 million of retained interests in our consolidated VIEs pledged as collateral under repurchase agreements as of September 30, 2021 and December 31, 2020, respectively.

Includes margin for TBAs cleared through prime brokers and other clearing deposits.

The following table summarizes our securities pledged as collateral under our repurchase agreements by the remaining maturity of our borrowings, including securities pledged related to sold but not yet settled securities, as of September 30, 2021 and December 31, 2020 (in millions).

Includes $ 68 million and $ 81 million of retained interests in our consolidated VIEs pledged as collateral under repurchase agreements as of March 31, 2022 and December 31, 2021, respectively.

Includes deposits under brokerage and clearing agreements.

The following table summarizes our securities pledged as collateral under our repurchase agreements by the remaining maturity of our borrowings, including securities pledged related to sold but not yet settled securities, as of March 31, 2022 and December 31, 2021 (in millions).

For the corresponding borrowings associated with the following amounts and the interest rates thereon, refer to Note 4 .

September 30, 2021 December 31, 2020

March 31, 2022 December 31, 2021

Securities Pledged by Remaining Maturity of Repurchase Agreements 1,2

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________________________________

Includes $ 89 million and $ 119 million of retained interests in our consolidated VIEs pledged as collateral under repurchase agreements as of September 30, 2021 and December 31, 2020, respectively.

Includes $ 68 million and $ 81 million of retained interests in our consolidated VIEs pledged as collateral under repurchase agreements as of March 31, 2022 and December 31, 2021, respectively.

Excludes $ 0.2 billion of repledged U.S.

Treasury securities received as collateral from counterparties as of September 30, 2021.

Treasury securities received as collateral from counterparties as of March 31, 2022.

Assets Pledged from Counterparties

As of September 30, 2021 and December 31, 2020, we had assets pledged to us from counterparties as collateral under our reverse repurchase and derivative agreements summarized in the tables below (in millions).

September 30, 2021 December 31, 2020

As of March 31, 2022 and December 31, 2021, we had assets pledged to us from counterparties as collateral under our reverse repurchase and derivative agreements summarized in the tables below (in millions).

March 31, 2022 December 31, 2021

Assets Pledged to AGNC Reverse Repurchase Agreements Derivative Agreements Repurchase Agreements Total Reverse Repurchase Agreements Derivative Agreements Repurchase Agreements Total

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________________________________

As of September 30, 2021, $ 0.6 billion of U.S.

Treasury securities received from counterparties were repledged as collateral.

As of September 30, 2021 and December 31, 2020, $8.9 billion and $11.7 billion, respectively, of U.S.

Treasury securities received from counterparties were used to cover short sales of U.S.

As of March 31, 2022 and December 31, 2021, amounts include $10.3 billion and $9.7 billion, respectively, of U.S.

Treasury securities received from counterparties that were used to cover short sales of U.S.

Treasury securities.

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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 master netting arrangements and can potentially be offset on our consolidated balance sheets as of September 30, 2021 and December 31, 2020 (in millions):

The following tables present information about our assets and liabilities that are subject to master netting arrangements and can potentially be offset on our consolidated balance sheets as of March 31, 2022 and December 31, 2021 (in millions):

Offsetting of Financial and Derivative Assets

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Financial Instruments Collateral Received 2

September 30, 2021

March 31, 2022

Interest rate swap and swaption agreements, at fair value 1

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TBA and forward settling non-Agency securities, at fair value 1

59 — 59 ( 59 ) — —

Receivable under reverse repurchase agreements 10,645 — 10,645 ( 6,905 ) ( 3,740 ) —

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TBA securities, at fair value 1

27 — 27 ( 27 ) — —

Receivable under reverse repurchase agreements 10,475 — 10,475 ( 6,087 ) ( 4,381 ) 7

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Financial Instruments Collateral Pledged 2

September 30, 2021

March 31, 2022

TBA and forward settling non-Agency securities, at fair value 1

$ 668 $ — $ 668 $ ( 59 ) $ ( 609 ) $ —

Repurchase agreements 44,715 — 44,715 ( 6,905 ) ( 37,810 ) —

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Fair Value Measurements

The following table provides a summary of our assets and liabilities that are measured at fair value on a recurring basis, as of September 30, 2021 and December 31, 2020, based on their categorization within the valuation hierarchy (in millions).

The following table provides a summary of our assets and liabilities that are measured at fair value on a recurring basis, as of March 31, 2022 and December 31, 2021, based on their categorization within the valuation hierarchy (in millions).

There were no transfers between valuation hierarchy levels during the periods presented in our accompanying consolidated statements of comprehensive income.

September 30, 2021 December 31, 2020

March 31, 2022 December 31, 2021

Level 1 Level 2 Level 3 Level 1 Level 2 Level 3

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684 — — 471 — —

Interest rate swaps 1

— 450 — — 290 —

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Treasury futures

138 — — — — —

Total $ 822 $ 49,596 $ — $ 471 $ 54,738 $ —

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Treasury securities borrowed under reverse repurchase agreements 10,277 — — 9,697 — —

Interest rate swaps 1

Credit default swaps 1

TBA and forward settling securities — 668 — — 71 —

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Total $ 10,277 $ 784 $ — $ 9,712 $ 197 $ —

________________________________

As of March 31, 2022 and December 31, 2021, the net fair value of our interest rate swaps excluding the recognition of variation margin settlements as a direct reduction of carrying value was a net asset (liability) of $ 3.5 billion and $ 1.6 billion, respectively, based on "Level 2" inputs.

As of March 31, 2022, the net fair value of our credit default swaps excluding the recognition of variation margin settlements was $( 42 ) million based on "Level 2" inputs.

We did not have credit default swaps outstanding as of December 31, 2021.

See Notes 2 and 5 for additional details.

Excluded from the table above are financial instruments presented in our consolidated financial statements at cost.

The fair value of our repurchase agreements approximated cost as of September 30, 2021 and December 31, 2020, as the rates on our outstanding repurchase agreements largely corresponded to prevailing rates observed in the repo market.

The fair value of cash and cash equivalents, restricted cash, receivables and other payables were determined to approximate cost as of September 30, 2021 and December 31, 2020 due to their short duration.

The fair value of our repurchase agreements approximated cost as of March 31, 2022 and December 31, 2021, as the rates on our outstanding repurchase agreements largely corresponded to prevailing rates observed in the repo market.

The fair value of cash and cash equivalents, restricted cash, receivables and other payables were determined to approximate cost as of such dates due to their short duration.

We estimate the fair value of these instruments carried at cost using "Level 1" or "Level 2" inputs.

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The following table presents the computations of basic and diluted net income (loss) per common share for the periods indicated (shares and dollars in millions):

Three Months Ended September 30, Nine Months Ended September 30,

2021 2020 2021 2020

Three Months Ended March 31,

Weighted average number of common shares issued and outstanding 522.6 532.5

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Net income (loss) per common share - diluted $ ( 1.29 ) $ 1.77

For the nine months ended September 30, 2020 1.0 million of potentially dilutive unvested time and performance based RSUs outstanding were excluded from the computation of diluted net income (loss) per common share because to do so would have been anti-dilutive for the period.

For the three months ended March 31, 2022, 1.4 million of potentially dilutive unvested time and performance based RSUs outstanding were excluded from the computation of diluted net income (loss) per common share because to do so would have been anti-dilutive for the period.

Stockholders' Equity

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We are authorized to designate and issue up to 10.0 million shares of preferred stock in one or more classes or series.

As of September 30, 2021 and December 31, 2020, 13,800 , 10,350 , 16,100 and 23,000 shares of preferred stock were designated as 7.00 % Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, 6.875 % Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, 6.50 % Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock and 6.125 % Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, respectively, (referred to as "Series C, D, E and F Preferred Stock", respectively).

As of September 30, 2021 and December 31, 2020, 13,000 , 9,400 , 16,100 and 23,000 shares of Series C, D, E and F Preferred Stock, respectively, were issued and outstanding.

As of March 31, 2022 and December 31, 2021, 13,800 , 10,350 , 16,100 and 23,000 shares of preferred stock were designated as 7.00 % Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, 6.875 % Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, 6.50 % Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock and 6.125 % Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, respectively, (referred to as "Series C, D, E and F Preferred Stock", respectively).

As of March 31, 2022 and December 31, 2021, 13,000 , 9,400 , 16,100 and 23,000 shares of Series C, D, E and F Preferred Stock, respectively, were issued and outstanding.

Each share of preferred stock is represented by 1,000 depositary shares.

Each share of preferred stock has a liquidation preference of $25,000 per share (or $25 per depositary share).

Each share of preferred stock has a liquidation preference of $25,000 per share ($25 per depositary share).

Our preferred stock ranks senior to our common stock with respect to the payment of dividends and the distribution of assets upon a voluntary or involuntary liquidation, dissolution or winding up of the Company.

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Beginning on each series' optional redemption date, we may redeem shares at $ 25.00 per depositary share, plus accumulated and unpaid dividends (whether or not declared), exclusively at our option.

The following table includes a summary of preferred stock depositary shares issued and outstanding as of September 30, 2021 (dollars and shares in millions):

The following table includes a summary of preferred stock depositary shares issued and outstanding as of March 31, 2022 (dollars and shares in millions):

Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock 1

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We are authorized by our Board of Directors to enter into 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 up to a maximum aggregate offering price of our common stock.

As of September 30, 2021, shares of our common stock with an aggregate offering price of $ 1.25 billion remained authorized for issuance under this program through June 11, 2024.

We did not issue shares under the program during the nine months ended September 30, 2021.

As of March 31, 2022, shares of our common stock with an aggregate offering price of $ 1.25 billion remained authorized for issuance under this program through June 11, 2024.

We did not issue shares under the program during the three months ended March 31, 2022.

Common Stock Repurchase Program

We are authorized by our Board of Directors to repurchase shares of our common stock in open market or through privately negotiated transactions or pursuant to a trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

During the three months ended March 31, 2021, we repurchased 15.0 million shares, or $ 239 million, of our common stock for an average repurchase price of $ 16.00 per common share, inclusive of transaction costs and including amounts repurchased in December 2020 that settled in January 2021.

During the six months ended September 30, 2021, we did not repurchase shares of our common stock.

As of September 30, 2021, shares of our common stock with an aggregate repurchase price of $ 684 million remained authorized for repurchase through December 31, 2021.

(See Note 10.

Subsequent Events for additional information regarding our stock repurchase plan.)

As of March 31, 2022, shares of our common stock with an aggregate repurchase price of $ 958 million remained authorized for repurchase through December 31, 2022.

We did not repurchase shares under the program during the three months ended March 31, 2022.

Accumulated Other Comprehensive Income (Loss)

The following table summarizes changes to accumulated OCI for the three and nine months ended September 30, 2021 and 2020 (in millions):

Three Months Ended September 30, Nine Months Ended September 30,

The following table summarizes changes to accumulated OCI for the three months ended March 31, 2022 and 2021 (in millions):

Three Months Ended March 31,

Accumulated Other Comprehensive Income (Loss) 2022 2021

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Ending Balance $ ( 190 ) $ 482

Subsequent Events

Common Stock Repurchase Program

On October 21, 2021 our Board of Directors terminated our existing stock repurchase plan (see Note 9) that was due to expire on December 31, 2021 and replaced it with a new plan authorizing us to repurchase up to $ 1 billion of common stock through December 31, 2022.

Under the new plan, we may repurchase shares in the open market or through privately negotiated transactions or pursuant to a trading plan that may be adopted in accordance with Rule 10b5-1 of the Exchange Act.

Our stock repurchase program may be limited or terminated at any time without prior notice.

We intend to repurchase shares under the stock repurchase program only when the repurchase price is less than our then-current estimate of tangible net book value per common share.

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-Q

Item 1. Financial Statements