Management's Discussion and Analysis of Financial Condition and Results of
Operations ("MD&A") is designed to provide a reader of AGNC Investment Corp.'s
consolidated financial statements with a narrative from the perspective of
management and should be read in conjunction with the consolidated financial
statements and accompanying notes included in this Quarterly Report on Form 10-Q
for quarterly period ended March 31, 2020. Our MD&A is presented in six
sections:
• Executive Overview


• Financial Condition


• Results of Operations

• Liquidity and Capital Resources

• Off-Balance Sheet Arrangements

• Forward-Looking Statements




EXECUTIVE OVERVIEW
We are an internally managed Real Estate Investment Trust ("REIT"). We 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."
As a REIT, we are required to distribute annually 90% of our taxable income, and
we will generally not be subject to U.S. federal or state corporate income tax
to the extent that we distribute all our annual taxable income to our
stockholders on a timely basis. 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 taxable year.
We invest primarily in Agency residential mortgage-backed securities ("Agency
RMBS") on a leveraged basis. These investments consist of residential mortgage
pass-through securities and collateralized mortgage obligations for which the
principal and interest payments are guaranteed by a U.S. Government-sponsored
enterprise, such as Federal National Mortgage Association ("Fannie Mae") and
Federal Home Loan Mortgage Corporation ("Freddie Mac," and together with Fannie
Mae, the "GSEs"), or by a U.S. Government agency, such as Government National
Mortgage Association ("Ginnie Mae"). We also invest in other types of mortgage
and mortgage-related residential and commercial mortgage-backed securities where
repayment of principal and interest is not guaranteed by a GSE or U.S.
Government agency and in other investments in, or related to, the housing,
mortgage or real estate markets.
Our principal objective is to provide our stockholders with attractive
risk-adjusted returns through a combination of monthly dividends and tangible
net book value accretion. 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. We fund our
investments primarily through borrowings structured as repurchase agreements.
The size and composition of our investment portfolio depends on the investment
strategies we implement, availability of attractively priced investments,
suitable financing to appropriately leverage our investment portfolio and
overall market conditions. Market conditions are influenced by a variety of
factors, including interest rates, prepayment expectations, liquidity, housing
prices, unemployment rates, general economic conditions, government
participation in the mortgage market, regulations and relative returns on other
assets.

Trends and Recent Market Impacts
On March 11, 2020, the World Health Organization characterized COVID-19, a
respiratory disease caused by a novel coronavirus, as a pandemic, and, on March
13, 2020, President Trump declared the COVID-19 outbreak (the "Pandemic") in the
U.S. a national emergency. The Pandemic resulted in stay-at-home orders, school
closures and widespread business shutdowns globally, significantly adversely
affecting worldwide economies. Extensive shutdowns and business reductions in
the U.S. were expected to substantially increase unemployment levels and sparked
concerns that the U.S. GDP could contract at Depression-era levels. Reactions to
the human and economic impacts of the Pandemic led to swift and severe financial
market dislocations that had a significant impact on our business and financial
results during the first quarter.
The U.S. government has taken actions to reduce the negative impact of the
Pandemic. For example, Congress passed multiple rounds of legislation increasing
and expanding unemployment benefits, providing direct cash payments to eligible
taxpayers, and allocating funds to assist businesses. In March, the Federal
Reserve (the "Fed") lowered the federal funds rate target by 150 basis points to
the zero-bound range. Importantly, the Fed also committed its unlimited support
of the U.S. Treasury and Agency MBS markets through unprecedented levels of
asset purchases. The Fed also significantly increased its support for

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the repurchase agreement ("repo") funding markets for Treasury and Agency
mortgage backed securities by offering to provide up to an additional $1
trillion of daily liquidity to the overnight repo market, in addition to its
ongoing open market repo operations. The Federal Housing Finance Administration
("FHFA") also announced large-scale mortgage forbearance programs, and some
states enacted bans on foreclosures to protect borrowers and avoid a steep
decline in the housing market.
The financial market dislocations during March resulted in a significant decline
in the valuations of Agency MBS and other fixed-income products, causing spreads
to widen to levels unseen since the depths of 2008 before the Fed's bold and
decisive actions began to take hold and stabilized the broader fixed income
markets. Despite the Fed's actions, the extreme intra-quarter volatility,
coupled with significantly weaker valuations on our holdings of specified pools,
drove a 22.9% decline in our tangible net book value per common share, resulting
in a negative economic return on tangible common equity of 20.2% for the
quarter.
In March, we transitioned to a fully remote work force, ensuring the safety and
well-being of our employees. Our prior investments in technology, business
continuity planning and cyber security protocols enabled a seamless transition
to this new paradigm. Benefit plans offered to all our employees have also
helped to ensure their well-being, including comprehensive health insurance
benefits, access to 24/7 Teladoc services, on-call family support and mental
health services, short and long-term disability benefits and others.
During the first quarter, we prioritized liquidity and risk management in
response to adverse market conditions, and, as such, took several actions to
mitigate the impact of the severe market volatility and disruptions on our
business. Specifically, we repositioned our assets, strategically managed our
liquidity and funding exposure, and adjusted our hedge positions. In aggregate,
we reduced our investment portfolio by $15 billion to $93 billion as of
quarter-end. The net decline in our asset base consisted of principal pay-downs
of $4 billion and sales of approximately $25 billion of lower coupon, relatively
generic Agency MBS, which were partially replaced with $14 billion of current
production coupon TBA securities. Importantly, our sales of these lower coupon
generic MBS enabled us to build liquidity while maintaining our higher quality
specified pools, as the premiums, or "pay-up" values, for these securities had
declined in mid-March to severely depressed levels. Pay-up values improved
somewhat prior to quarter-end but still contributed to about half of the decline
in our net book value per common share for the quarter.
To further strengthen our liquidity position, we maintained our entire TBA
position at our broker-dealer subsidiary, Bethesda Securities, LLC ("BES") and
shifted a larger portion of our Agency repo funding to the General Collateral
Finance Repo service offered by the Fixed Income Clearing Corporation ("FICC")
through BES to 54% of our Agency repo funding, as of March 31, 2020, compared to
38% as of December 31, 2019. The result was a significant reduction in "haircut"
levels, and in turn, margin requirements on our funding obligations compared to
traditional bi-lateral repo agreements.
Our leverage and liquidity position at the end of March was at normal operating
levels. Our "at risk" leverage ratio was 9.4x and our unencumbered assets
totaled 54% of our tangible equity, unchanged from December 31, 2019. (See
Liquidity and Capital Resources for additional discussion of unencumbered assets
as of March 31, 2020).
With the Fed lowering short term rates to near zero, treasury bond yields fell
substantially, and interest rate swaps also repriced dramatically lower during
the quarter. The decline in interest rates reduced the duration of our assets,
which in turn reduced our near term hedging requirements. As such, we reduced
our shorter-dated interest rate swap position and our short U.S. Treasury
position but also added some longer-dated swaps at very low pay-rates. In
aggregate, our interest rate hedge position decreased to 70% of our funding
liabilities, inclusive of our net TBA position (at cost), as of March 31, 2020,
from 102% as of December 31, 2019, and the average pay-rate on our fixed to
floating rate interest rate swaps declined 35 basis points to 0.94% as of March
31, 2020, from December 31, 2019.
Our duration gap, which is a measure of the mismatch between the interest rate
sensitivity of our assets and liabilities, inclusive of interest rate hedges,
ended the quarter near zero. With interest rates at historically low absolute
levels, there is significantly more extension risk in our portfolio and in the
mortgage market as a whole. Although negative interest rates are certainly
possible, we believe the Fed would likely utilize all its monetary policy tools,
including asset purchases, providing forward guidance and other measures, before
lowering the Fed funds target to a level materially below zero. Given this
asymmetric risk profile and the low cost of longer-dated hedges, we anticipate
operating with a flat or even negative duration gap in the current environment.
Additionally, as we look ahead, we believe liquidity concerns will give way to
fundamental performance metrics, with prepayments and funding being the key
determinants of AGNC's prospective returns. Although tremendous uncertainty
remains regarding the extent to which the federal government's actions will
mitigate the short and long-term negative impacts of the Pandemic on the U.S.
economy, we believe our portfolio composition is favorably positioned for the
current environment. We have minimal credit exposure, and the GSE guarantee
provides timely payment of principal and interest on our Agency holdings. On the
prepayment front, we believe social distancing, operational headwinds, and
negative credit conditions arising from the Pandemic are likely to persist over
the near term, causing meaningful disruptions to the mortgage origination and
refinance process. We expect that these disruptions will mitigate increases in
aggregate prepayment speeds resulting from today's very low interest

                                       25
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rate environment over the next several quarters. These disruptions, coupled with
historically low funding costs, should benefit our net interest spread,
offsetting some of the negative impact of our smaller asset base. As conditions
ease, we anticipate prepayment activity increasing, assuming rates remain near
current levels, but we believe our portfolio will perform relatively well
despite faster aggregate prepayments given the concentration of our holdings in
low coupon TBA securities and high quality specified pool positions, which have
slower prepayment characteristics.
Longer-term risks remain, however. The Fed could prematurely reduce its support
of the mortgage and funding markets, and the eventual unwind of its asset
purchases could result in renewed strains on the mortgage and broader fixed
income markets. Despite the favorable prepayment profile of our portfolio
holdings, we could experience a higher than anticipated level of prepayment
activity. In addition, after extended forbearance periods, borrower
delinquencies could eventually lead to large scale GSE buyouts of delinquent
loans from mortgage pools. Increased market volatility could also negatively
impact mortgage spreads and reduce liquidity. Although any one of these events
could negatively impact our financial position, we believe Agency MBS continue
to provide the most attractive risk adjusted returns within the fixed income
markets. For additional information regarding our interest rate and spread
sensitivity please refer to Quantitative and Qualitative Disclosures about
Market Risk and regarding risks associated with the economic and financial
market turbulence resulting from the COVID-19 Pandemic to Risk Factors in this
Form 10-Q.
Market Information
The following table summarizes interest rates and prices of generic fixed rate
Agency RMBS as of each date presented below:
                                          Mar.      June      Sept.     

Dec. Mar. Mar. 31, 2020


                                           31,       30,       30,       31,       31,              vs
    Interest Rate/Security Price 1        2019      2019      2019      2019      2020         Dec. 31, 2019
Target Federal Funds Rate:
Target Federal Funds Rate - Upper Band    2.50%     2.50%     2.00%     1.75%     0.25%        -150        bps
LIBOR:
1-Month                                   2.49%     2.40%     2.02%     1.76%     0.99%         -77        bps
3-Month                                   2.60%     2.32%     2.09%     1.91%     1.45%         -46        bps
U.S. Treasury Security Rate:
2-Year U.S. Treasury                      2.26%     1.75%     1.62%     1.57%     0.25%        -132        bps
5-Year U.S. Treasury                      2.23%     1.77%     1.54%     1.69%     0.38%        -131        bps
10-Year U.S. Treasury                     2.41%     2.01%     1.66%     1.92%     0.67%        -125        bps
30-Year U.S. Treasury                     2.81%     2.53%     2.11%     2.39%     1.32%        -107        bps
Interest Rate Swap Rate:
2-Year Swap                               2.38%     1.81%     1.63%     1.70%     0.49%        -121        bps
5-Year Swap                               2.28%     1.77%     1.50%     1.73%     0.52%        -121        bps
10-Year Swap                              2.41%     1.96%     1.56%     1.90%     0.72%        -118        bps
30-Year Swap                              2.58%     2.21%     1.71%     2.09%     0.88%        -121        bps
30-Year Fixed Rate Agency Price:
2.5%                                     $97.10    $99.36    $99.55    $98.89    $103.59          +$4.70
3.0%                                     $99.55    $100.84   $101.51   $101.42   $104.83          +$3.41
3.5%                                     $101.35   $102.24   $102.58   $102.86   $105.70          +$2.84
4.0%                                     $102.86   $103.36   $103.77   $104.01   $106.67          +$2.66
4.5%                                     $104.20   $104.49   $105.29   $105.29   $107.47          +$2.18
15-Year Fixed Rate Agency Price:
2.5%                                     $99.39    $100.67   $100.85   $100.91   $103.72          +$2.81
3.0%                                     $100.89   $101.95   $102.21   $102.50   $104.61          +$2.11
3.5%                                     $102.28   $103.20   $103.42   $103.69   $105.19          +$1.50
4.0%                                     $103.00   $103.84   $104.08   $104.28   $105.56          +$1.28

________________________________

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) on such date and can vary by source. Prices and interest rates in
       the table above were obtained from Barclays. LIBOR rates were obtained
       from Bloomberg.





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FINANCIAL CONDITION
As of March 31, 2020 and December 31, 2019, our investment portfolio consisted
of $71.8 billion and $100.4 billion of investment securities, at fair value,
respectively, and $21.2 billion and $7.4 billion of TBA securities, at fair
value, respectively. The following table is a summary of our investment
portfolio as of March 31, 2020 and December 31, 2019 (dollars in millions):
                                                March 31, 2020                                        December 31, 2019
Investment Portfolio                                              Average              Amortized                       Average
(Includes TBAs)              Amortized Cost       Fair Value       Coupon       %         Cost         Fair Value       Coupon       %
Fixed rate Agency RMBS
and TBA securities:
 ? 15-year:
 ? 15-year RMBS             $         5,650     $      5,830       3.27 %       6 %   $    6,140     $      6,239       3.29 %       6 %
15-year TBA securities,
net 1                                    88              104       2.50 %       - %        2,222            2,226       2.91 %       2 %
Total ? 15-year                       5,738            5,934       3.26 %       6 %        8,362            8,465       3.19 %       8 %
20-year RMBS                          1,099            1,136       3.50 %       1 %          752              773       3.87 %       1 %
30-year:
30-year RMBS                         60,535           62,935       3.86 %      68 %       89,483           91,062       3.67 %      84 %
30-year TBA securities,
net 1                                20,560           21,118       3.03 %      23 %        5,182            5,203       2.92 %       5 %
Total 30-year                        81,095           84,053       3.64 %      90 %       94,665           96,265       3.63 %      89 %
Total fixed rate Agency
RMBS and TBA securities              87,932           91,123       3.62 %      98 %      103,779          105,503       3.60 %      98 %
Adjustable rate Agency
RMBS                                    118              120       2.69 %       - %          160              163       3.04 %       - %
Multifamily                              37               42       3.37 %       - %           37               39       3.37 %       - %
CMO Agency RMBS:
CMO                                     406              422       3.43 %       - %          441              447       3.44 %       1 %
Interest-only strips                     60               77       4.92 %       - %           63               77       4.22 %       - %
Principal-only strips                    78               88          - %       - %           83               87          - %       - %
Total CMO Agency RMBS                   544              587       3.81 %       1 %          587              611       3.48 %       1 %
Total Agency RMBS and TBA
securities                           88,631           91,872       3.62 %      99 %      104,563          106,316       3.59 %      99 %
Non-Agency RMBS                         225              204       4.16 %       - %          198              209       4.05 %       1 %
CMBS                                    360              348       4.29 %       1 %          352              370       4.49 %       - %
CRT                                     775              574       4.27 %       1 %          961              976       5.07 %       1 %
Total investment
portfolio                   $        89,991     $     92,998       3.62 %     100 %   $  106,074     $    107,871       3.61 %     100 %

________________________________

1. TBA securities are presented net of long and short positions. As of

March 31, 2020, 30-year TBA securities consisted of $21.4 billion long and

$(0.3) billion short TBA securities (at fair value) at an average coupon

of 3.03% and 3.00%, respectively, and 15-year TBA securities consisted of

entirely long TBA securities at an average coupon of 2.50%. As of December

31, 2019, 30-year TBA securities consisted of $6.8 billion long and $(1.6)

billion short TBA securities at an average coupon of 3.17% and 4.00%,


       respectively, and 15-year TBA securities consisted entirely of long TBA
       securities at an average coupon of 2.91%. For further details of our TBA
       securities held as of each date refer to Note 6 of the accompanying
       consolidated financial statements.


TBA securities are recorded as derivative instruments in our accompanying
consolidated financial statements and our TBA dollar roll transactions represent
a form of off-balance sheet financing. As of March 31, 2020 and December 31,
2019, our TBA positions had a net carrying value of $574 million and $25
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 contract price to be paid or received for the underlying Agency
security.
As of March 31, 2020 and December 31, 2019, the weighted average yield on our
investment securities (excluding TBA securities) was 2.93% and 3.07%,
respectively.

                                       27
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The following tables summarize certain characteristics of our fixed rate Agency
RMBS portfolio, inclusive of TBAs, as of March 31, 2020 and December 31, 2019
(dollars in millions):
                                                                       March 31, 2020
                                    Includes Net TBA Position                                   Excludes Net TBA Position

Fixed Rate Agency                                                                                    Weighted Average
RMBS and TBA                          Amortized                      Specified   Amortized                                     Projected
Securities            Par Value         Cost          Fair Value     Pool % 1    Cost Basis   WAC 2   Yield 3   Age (Months)     CPR 3
Fixed rate
 ? 15-year
2.5%                $       961     $       961     $        997        67%        100.9%     2.98%    2.11%         89           13%
3.0%                      1,950           1,982            2,048        92%        101.8%     3.53%    2.41%         51           12%
3.5%                      1,671           1,709            1,770        93%        102.3%     4.03%    2.83%         29           13%
4.0%                        942             970            1,002        91%        103.0%     4.60%    3.05%         29           14%
? 4.5%                      112             116              117        97%        103.2%     4.89%    2.99%        115           15%
Total ? 15-year           5,636           5,738            5,934        88%        102.0%     3.81%    2.61%         48           13%
20-year
2.5%                        148             155              153        -%         105.0%     3.51%    1.32%         4            22%
3.0%                        264             278              279        21%        105.2%     3.81%    1.58%         4            21%
3.5%                        271             276              292        81%        101.9%     4.05%    2.95%         79           13%
4.0%                        189             194              206        92%        103.2%     4.45%    3.12%         37           15%
? 4.5%                      187             196              206       100%        104.7%     5.00%    3.21%         41           16%
Total 20-year:            1,059           1,099            1,136        61%        103.9%     4.15%    2.45%         35           17%
30-year:
? 2.5%                    6,787           6,896            7,010        -%         101.1%     3.51%    2.21%         0            17%
3.0%                     13,344          13,527           13,997        6%         101.5%     3.74%    2.73%         27           16%
3.5%                     20,704          21,502           22,182        74%        104.1%     4.05%    2.67%         56           12%
4.0%                     25,654          26,735           27,863        84%        104.2%     4.51%    3.04%         42           15%
? 4.5%                   11,836          12,435           13,001        98%        105.1%     5.00%    3.28%         28           17%
Total 30-year            78,325          81,095           84,053        64%        104.1%     4.40%    2.94%         41           14%
Total fixed rate    $    85,020     $    87,932     $     91,123        65%        103.9%     4.35%    2.91%         42           14%

________________________________

1. Specified pools include pools backed by lower balance loans with original

loan balances of up to $200K, HARP pools (defined as pools that were

issued between May 2009 and December 2018 and backed by 100% refinance

loans with original LTVs ? 80%), and pools backed by loans 100% originated

in New York and Puerto Rico. As of March 31, 2020, lower balance specified

pools had a weighted average original loan balance of $116,000 and

$119,000 for 15-year and 30-year securities, respectively, and HARP pools

had a weighted average original LTV of 119% and 136% for 15-year and

30-year securities, respectively.

2. WAC represents the weighted average coupon of the underlying collateral.




3.     Portfolio yield incorporates a projected life CPR based on forward rate
       assumptions as of March 31, 2020.






                                       28

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December 31, 2019


                                   Includes Net TBA Position                                  Excludes Net TBA Position

Fixed Rate Agency                                                                                  Weighted Average
RMBS and TBA                        Amortized                      Specified   Amortized                                     Projected
Securities           Par Value         Cost         Fair Value     Pool % 1    Cost Basis   WAC 2   Yield 3   Age (Months)     CPR 3
Fixed rate
 ? 15-year
 ? 2.5%             $    1,720     $    1,735     $      1,738        40%        101.0%     2.98%    2.11%         86           11%
3.0%                     2,985          3,041            3,067        59%        101.7%     3.52%    2.45%         58           10%
3.5%                     2,299          2,354            2,401        71%        102.2%     4.04%    2.86%         25           13%
4.0%                     1,075          1,109            1,135        84%        103.1%     4.60%    3.05%         26           14%
4.5%                       117            122              123        98%        103.5%     4.87%    3.00%        111           13%
? 5.0%                       1              1                1       100%        101.9%     6.55%    4.55%        146           15%
Total ? 15-year          8,197          8,362            8,465        63%        102.0%     3.82%    2.65%         47           12%
20-year
3.5%                       284            289              297        81%        102.0%     4.05%    2.97%         77           12%
4.0%                       196            202              209        92%        103.3%     4.45%    3.18%         34           13%
4.5%                       194            204              210       100%        104.8%     5.00%    3.23%         37           15%
? 5.0%                       1              1                1        -%         105.1%     5.95%    3.33%        141           18%
Total 20-year:             675            696              717        90%        103.2%     4.40%    3.05%         49           13%
30-year:
 ? 3.0%                 27,864         28,218           28,252        3%         101.4%     3.85%    2.73%         8            9%
3.5%                    23,760         24,525           24,902        60%        103.3%     4.05%    2.97%         49           10%
4.0%                    26,934         28,062           28,795        84%        104.2%     4.51%    3.25%         37           11%
4.5%                    12,730         13,381           13,831        93%        105.1%     4.98%    3.45%         23           13%
5.0%                       380            410              416        94%        108.0%     5.50%    3.28%         39           14%
? 5.5%                      63             69               69        49%        109.6%     6.18%    3.33%        158           13%
Total 30-year           91,731         94,665           96,265        55%        103.3%     4.29%    3.07%         31           11%
Total fixed rate    $  100,603     $  103,723     $    105,447        56%        103.3%     4.26%    3.04%         32           11%

________________________________

1. See Note 1 of preceding table for specified pool composition. As of

December 31, 2019, lower balance specified pools had a weighted average

original loan balance of $115,000 and $118,000 for 15-year and 30-year

securities, respectively, and HARP pools had a weighted average original

LTV of 119% and 136% for 15-year and 30-year securities, respectively.

2. WAC represents the weighted average coupon of the underlying collateral.

3. Portfolio yield incorporates a projected life CPR based on forward rate

assumptions as of December 31, 2019.

As of March 31, 2020 and December 31, 2019, our investments in CRT and non-Agency securities had the following credit ratings:


                                       March 31, 2020                          December 31, 2019
CRT and Non-Agency
Security Credit Ratings 1      CRT 2         RMBS         CMBS          CRT 2          RMBS         CMBS
AAA                         $       -     $      -     $     34     $       -       $      -     $     43
AA                                  -           65          204             -             81          214
A                                   -           29           30            13             25           34
BBB                                97           72           55            67             71           69
BB                                233           23           25           471             21           10
B                                 175            5            -           308              4            -
Not Rated                          69           10            -           117              7            -
Total                       $     574     $    204     $    348     $     976       $    209     $    370

________________________________

1. Represents the lowest of Standard and Poor's ("S&P"), Moody's, Fitch,

DBRS, Kroll Bond Rating Agency ("KBRA") and Morningstar credit ratings,


       stated in terms of the S&P equivalent rating as of each date.


2.     CRT securities reference the performance of loans underlying Agency RMBS

issued by Fannie Mae or Freddie Mac, each of which were subject to Fannie


       Mae and Freddie Mac's underwriting standards.



                                       29

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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 "economic interest income," "economic interest expense," "net spread
and dollar roll income," "net spread and dollar roll income, excluding
'catch-up' premium amortization," "estimated taxable income" and the related per
common share measures and certain financial metrics derived from such non-GAAP
information, such as "cost of funds" and "net interest spread."
"Economic interest income" is measured as interest income (GAAP measure),
adjusted (i) to exclude "catch-up" premium amortization associated with changes
in CPR estimates and (ii) to include TBA dollar roll implied interest income.
"Economic interest expense" is measured as interest expense (GAAP measure)
adjusted to include TBA dollar roll implied interest expense and interest rate
swap periodic income/(cost). "Net spread and dollar roll income, excluding
"catch-up" premium amortization" includes (i) the components of economic
interest income and economic interest expense and other interest and dividend
income (referred to as "adjusted net interest and dollar roll income"), less
(ii) total operating expenses (GAAP measure).
By providing such measures, in addition to the related GAAP measures, we believe
we give greater transparency into the information used by our management in its
financial and operational decision-making. We also believe it is important for
users of our financial information to consider information related to our
current financial performance without the effects of certain measures and
one-time events that are not necessarily indicative of our current investment
portfolio performance and operations.
Specifically, in the case of "adjusted net interest and dollar roll income," we
believe the inclusion of TBA dollar roll income is meaningful as TBAs, which are
accounted for under GAAP as derivative instruments with gains and losses
recognized in other gain (loss) in our consolidated statement of comprehensive
income, are economically equivalent to holding and financing generic Agency RMBS
using short-term repurchase agreements. Similarly, we believe that the inclusion
of periodic interest rate swap settlements in "economic interest expense" is
meaningful as interest rate swaps are the primary instrument we use to
economically hedge against fluctuations in our borrowing costs and it is more
indicative of our total cost of funds than interest expense alone. In the case
of "economic interest income" and "net spread and dollar roll income, excluding
'catch-up' premium amortization," we believe the exclusion of "catch-up"
adjustments to premium amortization cost or benefit is meaningful as it excludes
the cumulative effect from prior reporting periods due to current changes in
future prepayment expectations and, therefore, exclusion of such cost or benefit
is more indicative of the current earnings potential of our investment
portfolio. In the case of estimated taxable income, we believe it is meaningful
information because it directly relates to the amount of dividends we are
required to distribute 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, 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.
Selected Financial Data

The following selected financial data is derived from our interim consolidated
financial statements and the notes thereto. The tables below present our
condensed consolidated balance sheets as of March 31, 2020 and December 31, 2019
and our condensed consolidated statements of comprehensive income and key
statistics for the three months ended March 31, 2020 and 2019 (in millions,
except per share amounts):

                                       30
--------------------------------------------------------------------------------


($ in Millions, Except Per Share Amounts)
Balance Sheet Data                            March 31, 2020     December 

31, 2019


                                                 (Unaudited)

Investment securities, at fair value $ 71,776 $ 100,442 Total assets

$        85,137    $           

113,082

Repurchase agreements and other debt $ 66,754 $


 89,410
Total liabilities                            $        75,339    $           102,041
Total stockholders' equity                   $         9,798    $            11,041
Net book value per common share 1            $         14.55    $           

18.63

Tangible net book value per common share 2 $ 13.62 $


  17.66


                                                               Three Months Ended March 31,
Statement of Comprehensive Income Data                             2020               2019
Interest income                                             $           491       $       705
Interest expense                                                        426               541
Net interest income                                                      65               164
Other gain (loss), net                                               (2,463 )             120
Operating expenses                                                       23                19
Net income (loss)                                                    (2,421 )             265
Dividends on preferred stock                                             21                10
Net income (loss) available (attributable) to common
stockholders                                                $        (2,442 )     $       255

Net income (loss)                                           $        (2,421 )     $       265
Other comprehensive income, net                                         464               400
Comprehensive income (loss)                                          (1,957 )             665
Dividends on preferred stock                                             21                10

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

                                         $        (1,978 

) $ 655

Weighted average number of common shares outstanding - basic

                                                                 548.0             536.7

Weighted average number of common shares outstanding - diluted

                                                               548.0             537.2
Net income (loss) per common share - basic                  $         (4.46 )     $      0.48
Net income (loss) per common share - diluted                $         (4.46 )     $      0.47
Comprehensive income (loss) per common share - basic        $         (3.61 )     $      1.22
Comprehensive income (loss) per common share - diluted      $         (3.61 )     $      1.22
Dividends declared per common share                         $          0.48       $      0.54



                                       31

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                                                                Three Months Ended March 31,
Other Data (Unaudited) *                                          2020                2019
Average investment securities - at par                      $      94,933        $      87,021
Average investment securities - at cost                     $      97,889        $      89,952
Average net TBA portfolio - at cost                         $       7,487        $       8,002
Average total assets - at fair value                        $     113,930

$ 114,994 Average repurchase agreements and other debt outstanding 3

$      93,538        $      82,070
Average stockholders' equity 4                              $      10,735        $      10,186
Average tangible net book value "at risk" leverage 5                9.9:1                9.3:1

Tangible net book value "at risk" leverage (as of period end) 6

                                                              9.4:1                9.4:1
Economic return on tangible common equity 7                         (20.2 )%               7.3 %
Expenses % of average total assets                                   0.08  %              0.07 %

Expenses % of average assets, including average net TBA position

                                                             0.08  %              0.06 %
Expenses % of average stockholders' equity                           0.86  %              0.75 %


________________________________


* Except as noted below, average numbers for each period are weighted based on
days on our books and records.
1.     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.

2. Tangible net book value per common share excludes goodwill.

3. Amount excludes U.S. Treasury repurchase agreements and TBA contracts.


       Other debt includes debt of consolidated VIEs.


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


5.     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 for the period. Leverage excludes U.S.

Treasury repurchase agreements.

6. "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 as of period end.
       Leverage excludes U.S. Treasury repurchase agreements.

7. 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.



Economic Interest Income and Asset Yields
The following table summarizes our economic interest income (a non-GAAP measure)
for the three months ended March 31, 2020 and 2019, which includes the
combination of interest income (a GAAP measure) on our holdings reported as
investment securities on our consolidated balance sheets, adjusted to exclude
estimated "catch-up" premium amortization adjustments for the cumulative effect
from prior reporting periods of changes in our CPR forecast, and implied
interest income on our TBA securities (dollars in millions):
                                                            Three Months Ended March 31,
                                                            2020                     2019
                                                     Amount       Yield       Amount       Yield
Interest income:
Cash/coupon interest income                        $    875       3.68  %   $    847       3.87  %
Net premium amortization                               (384 )    (1.67 )%       (142 )    (0.73 )%
Interest income (GAAP measure)                          491       2.01  %        705       3.14  %
Estimated "catch-up" premium amortization cost
(benefit) due to change in CPR forecast                 243       0.99  %         39       0.17  %
Interest income, excluding "catch-up" premium
amortization                                            734       3.00  %        744       3.31  %
TBA dollar roll income - implied interest income
1,2                                                      48       2.54  %         71       3.55  %
Economic interest income, excluding "catch-up"
amortization (non-GAAP measure) 3                  $    782       2.97  %   

$ 815 3.33 %



Weighted average actual portfolio CPR for
investment securities held during the period           12.2 %                    6.3 %
Weighted average projected CPR for the remaining
life of investment securities held as of period
end                                                    14.5 %                   10.5 %
Average 30-year fixed rate mortgage rate as of
period end 4                                           3.50 %                   4.06 %
10-year U.S. Treasury rate as of period end            0.67 %                   2.41 %



                                       32

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________________________________

1. Reported in gain (loss) on derivatives instruments and other securities,

net in the accompanying consolidated statements of operations.

2. Implied interest income from TBA dollar roll transactions is computed as

the sum of (i) TBA dollar roll income and (ii) estimated TBA implied

funding cost (see Economic Interest Expense and Aggregate Cost of Funds

below). TBA dollar roll income represents the price differential, or

"price drop," between the TBA price for current month settlement versus

the TBA price for forward month settlement and is the economic equivalent

to interest income on the underlying Agency securities, less an implied

funding cost, over the forward settlement period. Amount is net of TBAs

used for hedging purposes. Amount excludes TBA mark-to-market adjustments.

3. The combined asset yield is calculated on a weighted average basis based

on our average investment and TBA balances outstanding during the period

and their respective yields.

4. Source: Freddie Mac Primary Fixed Mortgage Rate Mortgage Market Survey




The principal elements impacting our economic interest income are the size of
our average investment portfolio and the yield (actual and implied) on our
securities. The following table includes a summary of the estimated impact of
each of these elements on our economic interest income for the three months
ended March 31, 2020 compared to the prior year period (in millions):
              Impact of Changes in the Principal Elements Impacting Economic Interest Income
                           Three Months Ended March 31, 2020 vs. March 31, 2019
                                                                             Due to Change in Average
                                                  Total Increase /        Portfolio              Asset
                                                     (Decrease)              Size                Yield
Three months ended:
Interest Income (GAAP measure)                   $          (215 )     $         62         $        (277 )
Estimated "catch-up" premium amortization due
to change in CPR forecast                                    204                  -                   204
Interest income, excluding "catch-up" premium
amortization                                                 (11 )               62                   (73 )
TBA dollar roll income - implied interest
income                                                       (24 )               (5 )                 (19 )
Economic interest income, excluding "catch-up"
amortization (non-GAAP measure)                  $           (35 )     $    

57 $ (92 )




Our average investment portfolio, inclusive of TBAs, increased 8% (at cost) for
the three months ended March 31, 2020, compared to the prior year period,
largely due to a larger capital base from equity capital raises. The decrease in
our average asset yield was due to the combination of changes in asset
composition and higher premium amortization cost resulting from faster
prepayment expectations.
Leverage
Our primary measure of leverage is our tangible net book value "at risk"
leverage ratio, which is measured as the sum of our repurchase agreements and
other debt used to fund our investment securities and net TBA position (at cost)
(together referred to as "mortgage borrowings") and our net receivable/payable
for unsettled investment securities, divided by our total stockholders' equity
adjusted to exclude goodwill and other intangible assets.
We include our net TBA position in our measure of leverage because a forward
contract to acquire Agency RMBS in the TBA market carries similar risks to
Agency RMBS purchased in the cash market and funded with on-balance sheet
liabilities. Similarly, a TBA contract for the forward sale of Agency securities
has substantially the same effect as selling the underlying Agency RMBS and
reducing our on-balance sheet funding commitments. (Refer to Liquidity and
Capital Resources for further discussion of TBA securities and dollar roll
transactions). Repurchase agreements used to fund short-term investments in U.S.
Treasury securities ("U.S. Treasury repo") are excluded from our measure of
leverage due to the temporary and highly liquid nature of these investments. The
following table presents a summary of our leverage ratios for the periods listed
(dollars in millions):

                                                                                                          Average
                                                                                                         Tangible    Tangible
                                     Repurchase Agreements                     Net TBA Position          Net Book    Net Book
                                       and Other Debt 1                        Long/(Short) 2              Value     Value "At
                                                                                                         "At Risk"     Risk"
                                                                                                         Leverage    Leverage
                            Average                                                                       during       as of
                             Daily          Maximum          Ending       Average Daily       Ending        the       Period
Quarter Ended               Amount        Daily Amount       Amount          Amount           Amount     Period 3      End 4
March 31, 2020            $  93,538     $      104,773     $ 63,241     $         7,487     $ 20,648       9.9:1       9.4:1
December 31, 2019         $  88,677     $       92,672     $ 89,313     $         7,038     $  7,404       9.5:1       9.4:1
March 31, 2019            $  82,070     $       87,877     $ 86,590     $         8,002     $  6,885       9.3:1       9.4:1

________________________________

1. Other debt includes debt of consolidated VIEs. Amounts exclude U.S.

Treasury repo agreements.

2. Daily average and ending net TBA position outstanding measured at cost.

3. Average tangible net book value "at risk" leverage during the period

represents the sum of our daily weighted average repurchase agreements and

other debt used to fund acquisitions of investment securities and net TBA


       position outstanding divided by the sum of our average month-ended
       stockholders' equity, adjusted to exclude goodwill.



                                       33

--------------------------------------------------------------------------------

4. Tangible net book value "at risk" leverage as of period end represents the

sum of our repurchase agreements and other debt used to fund acquisitions

of investments securities, net TBA position (at cost) and net

receivable/payable for unsettled investment securities outstanding as of

period end divided by total stockholders' equity, adjusted to exclude

goodwill as of period end.




Economic Interest Expense and Aggregate Cost of Funds
The following table summarizes our economic interest expense and aggregate cost
of funds (non-GAAP measures) for the three months ended March 31, 2020 and 2019
(dollars in millions), which includes the combination of interest expense on
Agency repurchase agreements and other debt (GAAP measure), implied interest
expense on our TBA securities and interest rate swap periodic interest (income)
cost:
                                                                 Three Months Ended March 31,
                                                              2020                           2019
Economic Interest Expense and Aggregate Cost of
Funds 1                                             Amount      Cost of Funds      Amount      Cost of Funds
Repurchase agreement and other debt - interest
expense (GAAP measure)                            $    426           1.80  %     $    541           2.64  %
TBA dollar roll income - implied interest
expense 2,3                                             32           1.67  %           52           2.60  %
Economic interest expense - before interest
rate swap periodic (income) costs, net 4               458           1.79  %          593           2.64  %
Interest rate swap periodic interest (income)
cost, net 2,5                                          (31 )        (0.12 )%          (83 )        (0.37 )%
Total economic interest expense (non-GAAP
measure)                                          $    427           1.67  %     $    510           2.27  %


________________________________

1. Amounts exclude interest rate swap termination fees and variation margin

settlements paid or received, forward starting swaps and the impact of

other supplemental hedges, such as swaptions and U.S. Treasury positions.

2. Reported in gain (loss) on derivative instruments and other securities,

net in our consolidated statements of comprehensive income.

3. The implied funding cost of TBA dollar roll transactions is determined

using the price differential, or "price drop," between the TBA price for

current month settlement versus the TBA price for forward month settlement

and market based assumptions regarding the "cheapest-to-deliver"

collateral that can be delivered to satisfy the TBA contract, such as the

anticipated collateral's weighted average coupon, weighted average

maturity and projected 1-month CPR. The average implied funding cost for

all TBA transactions is weighted based on our daily average TBA balance

outstanding for the period.

4. The combined cost of funds for total mortgage borrowings outstanding,

before interest rate swap costs, is calculated on a weighted average basis

based on average repo, other debt and TBA balances outstanding during the


       period and their respective cost of funds.


5.     Interest rate swap periodic interest (income) cost is measured as a
       percent of average mortgage borrowings outstanding for the period.



The principal elements impacting our economic interest expense are (i) the size
of our average mortgage borrowings and interest rate swap portfolio outstanding
during the period, (ii) the average interest rate (actual and implied) on our
mortgage borrowings and (iii) the average net interest rate paid/received on our
interest rate swaps. The following table includes a summary of the estimated
impact of these elements on our economic interest expense for the three months
ended March 31, 2020 compared to the prior year period (in millions):

                     Impact of Changes in the Principal Elements of 

Economic Interest Expense


                               Three Months Ended March 31, 2020 vs. March 

31, 2019

Due to Change in Average


                                                   Total Increase /       

Borrowing / Swap Borrowing / Swap


                                                      (Decrease)               Balance                  Rate
Repurchase agreements and other debt interest
expense                                          $         (114 )       $                73       $         (187 )
TBA dollar roll income - implied interest
expense                                                     (20 )                        (3 )                (17 )
Interest rate swap periodic interest
income/cost                                                  52                         (48 )                100

Total change in economic interest expense $ (82 ) $

              22       $         (104 )


Our average mortgage borrowings, inclusive of TBAs, increased by 12% for the
three months ended March 31, 2020 compared to the prior year period largely as a
function of our higher asset base. The decrease in the average interest rate
(actual and implied) on our mortgage borrowings was largely due to decreases in
the Federal Funds rate. The decrease in our interest rate swap periodic interest
income was due a decline in the average rate received on our interest rate swaps
as the receive leg of our pay-fixed interest rate swaps reset to lower
prevailing rates, which was partially offset by a decline in our average
pay-rate. The increase in our average interest rate swap position outstanding
was due to hedge recomposition. The following table presents a summary of the
ratio of our average interest rates swaps outstanding, excluding forward
starting swaps, to our average mortgage borrowings and the weighted average
pay-fixed / receive-floating rates on our interest rate swaps for the three
months ended March 31, 2020 and 2019 (dollars in millions):

                                       34
--------------------------------------------------------------------------------


                                                               Three Months 

Ended March 31, Average Ratio of Interest Rate Swaps (Excluding Forward Starting Swaps) to Mortgage Borrowings Outstanding

               2020       

2019


Average Agency repo and other debt outstanding             $      93,538        $     82,070
Average net TBA portfolio outstanding - at cost            $       7,487        $      8,002
Average mortgage borrowings outstanding                    $     101,025        $     90,072
Average notional amount of interest rate swaps
outstanding (excluding forward starting swaps)             $      71,659        $     45,158
Ratio of average interest rate swaps to mortgage
borrowings outstanding                                                71  %               50  %

Average interest rate swap pay-fixed rate (excluding forward starting swaps)

                                             1.22  %             1.97  %
Average interest rate swap receive-floating rate                   (1.39 )%            (2.72 )%
Average interest rate swap net pay/(receive) rate                  (0.17 )%            (0.75 )%


For the three months ended March 31, 2020 and 2019, we had an average forward
starting swap balance of $1.5 billion and $5.9 billion, respectively. Forward
starting interest rate swaps do not impact our economic interest expense and
aggregate cost of funds until they commence accruing net interest settlements on
their forward start dates. Including forward starting swaps, our average ratio
of interest rate swaps outstanding to our average mortgage borrowings for the
three months ended March 31, 2020 and 2019 was 72% and 57%, respectively.
Net Interest Spread
The following table presents a summary of our net interest spread (including the
impact of TBA dollar roll income, interest rate swaps and excluding "catch-up"
premium amortization) for the three months ended March 31, 2020 and 2019:
                                                                   Three Months Ended March 31,
Investment and TBA Securities - Net Interest Spread                   2020              2019

Average asset yield, excluding "catch-up" premium amortization 2.97

  %            3.33  %
Average aggregate cost of funds                                       (1.67 )%           (2.27 )%
Average net interest spread, excluding "catch-up" premium
amortization                                                           1.30  %            1.06  %



                                       35

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Net Spread and Dollar Roll Income
The following table presents a summary of our net spread and dollar roll income,
excluding estimated "catch-up" premium amortization, per diluted common share (a
non-GAAP financial measure) and a reconciliation to our net interest income (the
most comparable GAAP financial measure) for the three months ended March 31,
2020 and 2019 (dollars in millions):
                                                              Three Months 

Ended March 31,


                                                                2020        

2019


Net interest income (GAAP measure)                        $          65         $         164
TBA dollar roll income, net 1                                        16                    19

Interest rate swap periodic interest income (cost), net 1

                                                                    31                    83
Other interest and dividend income 1                                  2                     3
Adjusted net interest and dollar roll income                        114                   269
Operating expense                                                   (23 )                 (19 )
Net spread and dollar roll income                                    91                   250
Dividend on preferred stock                                          21                    10

Net spread and dollar roll income available to common stockholders (non-GAAP measure)

                                      70                   240

Estimated "catch-up" premium amortization cost due to change in CPR forecast

                                              243                    39

Net spread and dollar roll income, excluding "catch-up" premium amortization, available to common stockholders (non-GAAP measure)

                                        $         313     

$ 279

Weighted average number of common shares outstanding - basic

                                                             548.0                 536.7

Weighted average number of common shares outstanding - diluted

                                                           549.2                 537.2

Net spread and dollar roll income per common share - basic

$        0.13

$ 0.45 Net spread and dollar roll income per common share - diluted

$        0.13

$ 0.45 Net spread and dollar roll income, excluding "catch-up" premium amortization, per common share - basic

$        0.57

$ 0.52 Net spread and dollar roll income, excluding "catch-up" premium amortization, per common share - diluted $ 0.57

$ 0.52

________________________________

1. Reported in gain (loss) on derivative instruments and other securities,

net in our consolidated statements of comprehensive income




Gain (Loss) on Investment Securities, Net
The following table is a summary of our net gain (loss) on investment securities
for the three months ended March 31, 2020 and 2019 (in millions):
                                                                  Three Months Ended March 31,
Gain (Loss) on Investment Securities, Net 1                            2020             2019
Gain on sale of investment securities, net                       $          

494 $ 60 Unrealized gain (loss) on investment securities measured at fair value through net income, net 2

197 1,060 Unrealized gain (loss) on investment securities measured at fair value through other comprehensive income, net

                           464          400
Total gain (loss) on investment securities, net                  $         

1,155 $ 1,520

________________________________


1.     Amounts exclude gain (loss) on TBA securities, which are reported in gain
       (loss) on derivative instruments and other securities, net in our
       Consolidated Statements of Comprehensive Income.

2. Investment securities acquired after fiscal year 2016 are measured at fair


       value through net income (see Note 3 of our Consolidated Financial
       Statements in this Form 10-Q).



                                       36

--------------------------------------------------------------------------------


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 the three months ended March 31, 2020 and 2019 (in
millions):
                                                                    Three Months Ended March 31,
                                                                       2020               2019
Interest rate swap periodic interest income (cost), net          $          31       $          83
Realized gain (loss) on derivative instruments and other
securities, net:
TBA securities - dollar roll income, net                                    16                  19
TBA securities - mark-to-market net gain (loss)                            129                  65
Payer swaptions                                                            (22 )               (10 )
U.S. Treasury securities - long position                                    60                   -
U.S. Treasury securities - short position                                 (634 )               (66 )
U.S. Treasury futures - short position                                     (21 )               (45 )

Interest rate swaps - termination fees and variation margin settlements, net

                                                        (2,806 )              (699 )
Other                                                                       27                  (6 )

Total realized gain (loss) on derivative instruments and other securities, net

                                                         (3,251 )              (742 )

Unrealized gain (loss) on derivative instruments and other securities, net: TBA securities - mark-to-market net gain (loss)


548                  (1 )
Interest rate swaps                                                        (20 )                20
Payer swaptions                                                           (112 )               (17 )
U.S. Treasury securities - long position                                    37                   -
U.S. Treasury securities - short position                                 (303 )              (359 )
U.S. Treasury futures - short position                                     (83 )                14
Other                                                                       (1 )                 2

Total unrealized gain (loss) on derivative instruments and other securities, net

                                                       66                (341 )

Total gain (loss) on derivative instruments and other securities, net

                                                  $      

(3,154 ) $ (1,000 )




For further details regarding our use of derivative instruments and related
activity refer to Notes 3 and 6 of our Consolidated Financial Statements in this
Form 10-Q.
Estimated Taxable Income
For the three months ended March 31, 2020 and 2019, we had estimated taxable
income available to common stockholders of $111 million and $196 million (or
$0.20 and $0.36 per diluted common share), respectively. Income determined under
GAAP differs from income determined under U.S. federal income tax rules because
of both temporary and permanent differences in income and expense recognition.
The primary differences are (i) unrealized gains and losses on investment
securities and derivative instruments marked-to-market in current income for
GAAP purposes, but excluded from taxable income until realized, settled or
amortized over the instrument's original term, (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
premiums and discounts 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. The following is a
reconciliation of our GAAP net income to our estimated taxable income for the
three months ended March 31, 2020 and 2019 (dollars in millions, except per
share amounts):

                                       37
--------------------------------------------------------------------------------



                                                                  Three Months Ended March 31,
                                                                      2020               2019
Net income (loss)                                              $        (2,421 )     $       265
Estimated book to tax differences:
Premium amortization, net                                                  237                54
Realized gain/loss, net                                                  2,555               627
Net capital loss/(utilization of net capital loss
carryforward)                                                               32               (12 )
Unrealized (gain)/loss, net                                               (263 )            (719 )
Other                                                                       (8 )              (9 )
Total book to tax differences                                            2,553               (59 )
Estimated REIT taxable income                                              132               206
Dividends on preferred stock                                                21                10
Estimated REIT taxable income available to common
stockholders                                                   $           111       $       196
Weighted average number of common shares outstanding - basic             548.0             536.7

Weighted average number of common shares outstanding - diluted

                                                                  549.2             537.2

Estimated REIT taxable income per common share - basic $ 0.20 $ 0.37 Estimated REIT taxable income per common share - diluted $ 0.20 $ 0.36



Beginning cumulative non-deductible net capital loss           $           394       $       182
Increase (decrease) in net capital loss carryforward                        32               (12 )
Ending cumulative non-deductible net capital loss              $           426       $       170
Ending cumulative non-deductible net capital loss per common
share                                                          $          0.75       $      0.32




                                       38

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LIQUIDITY AND CAPITAL RESOURCES
Our business is dependent on our ability to maintain adequate levels of
liquidity to fund day-to-day operations, fulfill collateral requirements under
our funding and derivative agreements, and to satisfy our dividend distribution
requirement of at least 90% of our taxable income to maintain our qualification
as a REIT. Our primary sources of liquidity are unencumbered cash and
securities, borrowings available under repurchase agreements, monthly receipts
of principal and interest payments, asset sales and equity offerings. We may
also utilize TBA dollar roll transactions to finance Agency RMBS investments.
We believe that we have sufficient liquidity and capital resources available to
meet our obligations and execute our business strategy. In assessing our
liquidity, we consider a number of factors, including our current leverage,
haircut and minimum collateral levels, access to capital markets, overall market
conditions, and the sensitivity of our tangible net book value over a range of
scenarios. However, these and other factors impacting our liquidity are subject
to numerous risks and uncertainties, including as described in the Quantitative
and Qualitative Disclosures of Market Risks and Risk Factors sections of our
Annual Report on Form 10-K for the year ended December 31, 2019, as amended (our
"2019 Form 10-K") and this Form 10-Q.
Leverage
Our leverage will vary depending on market conditions and our assessment of
relative risks and returns, but we generally would expect our leverage to be
between six and twelve times the amount of our tangible stockholders' equity,
measured as the sum of our total mortgage borrowings and net payable /
(receivable) for unsettled investment securities, divided by the sum of our
total stockholders' equity adjusted to exclude goodwill. As of March 31, 2020,
our tangible net book value "at risk" leverage ratio was 9.4x and, despite the
decline in our tangible net book value during the first quarter, was unchanged
from December 31, 2019. The following table includes a summary of our mortgage
borrowings outstanding, as of March 31, 2020 and December 31, 2019 (dollars in
millions). For additional details of our mortgage borrowings refer to Notes 3, 5
and 6 to our Consolidated Financial Statements in this Form 10-Q.
                                                March 31, 2020                December 31, 2019
Mortgage Borrowings                           Amount          %              Amount             %
Repurchase agreements 1                    $   63,027           75 %   $     89,085               92 %
Debt of consolidated variable interest
entities, at fair value                           214            - %            228                - %
Total debt                                     63,241           75 %         89,313               92 %
Net TBA position, at cost                      20,648           25 %          7,404                8 %
Total mortgage borrowings                  $   83,889          100 %   $     96,717              100 %

________________________________

1. Amount excludes $3,513 million and $97 million of repurchase agreements


       used to fund purchases of U.S. Treasury securities as of March 31, 2020
       and December 31, 2019, respectively.


Repurchase arrangements involve the sale and a simultaneous agreement to
repurchase the transferred assets at a future date and are accounted for as
collateralized financing transactions. 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.
The terms and conditions of secured borrowings are negotiated on a
transaction-by-transaction basis when each such borrowing is initiated or
renewed. The amount borrowed is generally equal to the fair value of the
securities pledged, as determined by the lending counterparty, less an
agreed-upon discount, referred to as a "haircut." 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 credit risk
and limits the amount we can borrow against our investment securities. Interest
rates are generally fixed based on prevailing rates corresponding to the terms
of the borrowings. Interest may be paid monthly or at the termination of a
borrowing at which time we may enter into a new borrowing at prevailing haircuts
and rates with the same lending counterparty or repay that counterparty and
negotiate financing with a different lending counterparty. None of our repo
counterparties are obligated to renew or otherwise enter into new borrowings at
the conclusion of our existing borrowings.
The use of TBA dollar roll transactions increases our funding diversification,
expands our available pool of assets, and increases our overall liquidity
position, as TBA contracts have lower implied haircuts relative to Agency MBS
pools held on balance sheet and funded with repo financing. However, if it were
to become uneconomical to roll our TBA contracts into future months we could be
required to take physical delivery of the underlying securities and fund those
assets with cash or other financing sources, which could reduce our liquidity
position, as the liquidity benefit of TBA contracts would be eliminated. The
collateral requirements under our TBA contracts are governed by the
Mortgage-Backed Securities Division ("MBSD") of the FICC and by our brokerage
agreements, which may establish margin levels in excess of the MBSD.

                                       39
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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. Collateral levels for
interest rate derivative agreements are typically governed by the central
clearing exchange and the associated futures commission merchants ("FCMs"),
which may establish margin levels in excess of the clearing exchange. Collateral
levels for interest rate derivative agreements not subject to central clearing
are established by the counterparty financial institution.
Collateral Requirements and Unencumbered Assets
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 response to declines in
the fair value of pledged securities due to changes in market conditions or the
publishing of monthly security pay-down factors, lending counterparties
typically require that we post additional securities as collateral, pay-down
borrowings or fund cash margin accounts with the counterparties in order to
re-establish the agreed-upon collateral requirements, referred to as "margin
calls." 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 derivative agreements also require that we
maintain a minimum collateral balance regardless of the value of the derivative
instrument based on our counterparties' assessment of risk specific to the
derivative instrument and clearing exchange rules.
Collateral requirements under our repurchase and derivative agreements are
dependent on our counterparties' determination of the fair value of securities
pledged and the "haircut" levels they apply against the value of our securities.
Haircuts under repo agreements are typically determined on an individual
transaction basis and reflect our counterparties' assessment of the underlying
risk associated with the specific collateral. Our derivative agreements also
require that we maintain a minimum collateral balance regardless of the value of
the derivative instrument based on our counterparties' assessment of risk
specific to the derivative instrument and clearing exchange rules. Haircut
levels and minimum margin requirements can change overtime and could be expected
to increase during periods of elevated market volatility. We are also subject to
daily variation margin requirements based on changes in the value of our
collateral and, in the case of derivative agreements, changes in the value of
the derivative instrument. Daily variation margin requirements under our
interest rate derivative agreements also entitle us to receive collateral if the
value of amounts owed to us under the derivative instrument exceeds a minimum
margin requirement. Our agreements may provide that the valuations of securities
securing our obligations under the agreement are to be obtained from a generally
recognized source agreed to by both parties to the agreement. Other agreements
provide that our counterparty has the sole discretion to determine the value of
pledged collateral, but is required to act in good faith in making
determinations of value. Our agreements generally provide that in the event of a
margin call, collateral must be posted on the same business day, subject to
notice requirements. As of March 31, 2020, we had met all our margin
requirements.
The value of Agency RMBS is reduced by principal pay-downs on the mortgage pools
underlying them. Fannie Mae and Freddie Mac publish monthly security pay-down
factors for their mortgage pools on the fifth day after month-end and remit
payment based on these factors generally on the 25th day after month-end.
Counterparties to our bi-lateral repurchase agreements typically assess margin
to account for these principal pay-downs when pool level principal payment data
becomes available and prior to our receipt of the principal repayment. The FICC
assesses margin based on its internally projected pay-down rates on the last day
of each month (referred to as the "blackout period exposure adjustment" or
"blackout margin"). On the fifth day of the month, the blackout margin is
released and collateralization requirements are adjusted to the actual published
factor data. Consequently, our liquidity is temporarily reduced each month until
we receive payment of the pay-down amounts. We attempt to manage the liquidity
risk associated with principal pay-downs by monitoring conditions impacting
prepayment rates and through asset selection. As of March 31, 2020, given the
current market conditions and elevated prepayment risk associated with
historically low interest rates, our portfolio largely consisted of higher
coupon specified pool securities, which have a lower risk of prepayment compared
to generic Agency RMBS, and TBA securities, which do not expose us to margin
calls due to prepayments.
Haircut levels and minimum margin requirements imposed by counterparties reduce
the amount of our unencumbered assets and limit the amount we can borrow against
our investment securities. As of March 31, 2020, the weighted average haircut on
our repurchase agreements was approximately 4.0% of the value of our collateral,
inclusive of collateral funded through BES, compared to 4.4% as of December 31,
2019. During the first quarter, haircuts on our Agency RMBS collateral remained
stable. Financing for less liquid, credit-oriented securities was significantly
impacted by the dislocation in the financial markets in the first quarter; such
assets were either not financeable through certain lenders, or haircuts and
pricing for such assets increased substantially.
To enhance our liquidity position during the first quarter, we sold lower coupon
Agency RMBS securities funded by repurchase agreements and partially replaced
them with TBA securities. We maintained our entire TBA position at our
broker-dealer subsidiary,

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BES, and we shifted a larger portion of our Agency repo funding to the FICC
through BES, increasing it to 54% of our Agency repo funding, as of March 31,
2020, from 38% as of December 31, 2019. These actions reduced our average
"haircut" level and lowered our aggregate margin requirement compared to our
traditional bi-lateral repo agreements. As of March 31, 2020, our unencumbered
assets totaled 54% of our tangible net equity, unchanged from December 31, 2019,
or $5.0 billion in the aggregate. The majority of our liquidity is held at AGNC,
which included $3.5 billion of unencumbered cash and Agency RMBS and $0.3
billion of unencumbered CRT and non-agency securities as of March 31, 2020. We
also maintain capital and excess liquidity at BES for regulatory standards, risk
management purposes, and to meet expectations of counterparties, its clearing
bank and clearing organizations. As of March 31, 2020, our unencumbered assets
held at BES totaled approximately $1.2 billion, after being temporarily reduced
for "blackout margin" charges posted by BES at the end of the month.
Collateral haircuts and minimum margin requirements imposed by counterparties
subject us to counterparty credit risk. We attempt to manage this risk by
monitoring our collateral positions and limiting our counterparties to
registered clearinghouses and major financial institutions with acceptable
credit ratings. We also diversify our funding across multiple counterparties and
by region. As of March 31, 2020, we had master repurchase agreements with 47
financial institutions located throughout North America, Europe and Asia,
including repo counterparties accessed through BES. BES' direct access to the
General Collateral Finance Repo service offered by the FICC and other triparty
and bi-lateral repo funding provides us greater depth and diversity of funding
at favorable terms relative to traditional bilateral repurchase agreement
funding. As of March 31, 2020, $35.4 billion of our repurchase agreement funding
was sourced through BES.
The table below includes a summary of our Agency RMBS repurchase agreement
funding by number of repo counterparties and counterparty region as of March 31,
2020.
                                                        March 31, 2020
                                                                     Percent of
                                                Number of            Repurchase
Counter-Party Region                         Counter-Parties     Agreement Funding 1
North America:
FICC                                                1                    53%
Other                                              27                    36%
Total North America                                28                    89%
Europe                                             14                    9%
Asia                                                5                    2%
Total                                              47                   100%

________________________________

1. Percent of repurchase agreement funding includes U.S. Treasury repurchase

agreements.




As of March 31, 2020, our maximum amount at risk (or the excess value of
collateral pledged over our repurchase liabilities) with any of our repurchase
agreement counterparties, excluding the FICC, was less than 6% of our tangible
stockholders' equity, with our top five repo counterparties, excluding the FICC,
representing less than 12% of our tangible stockholders' equity. As of March 31,
2020, approximately 10% of our tangible stockholder's equity was at risk with
the FICC. Excluding central clearing exchanges, as of March 31, 2020, our amount
at risk with any counterparty to our derivative agreements was less than 1% of
our stockholders' equity.
Asset Sales and TBA Eligible Securities
Agency RMBS securities are among the most liquid fixed income securities, and
the TBA market is the second most liquid market (after the U.S. Treasury
market). The vitality of these markets enables us to sell assets under most
market conditions to generate liquidity through direct sales or delivery into
TBA contracts, subject to "good delivery" provisions promulgated by Securities
Industry and Financial Markets Association ("SIFMA"). As of March 31, 2020,
approximately 93% of our fixed rate Agency RMBS portfolio was eligible for TBA
delivery, although we will typically conduct outright sales of specified
securities when they trade at a premium to generic securities due to their
unique attributes.
Equity Capital
The equity capital markets serve as a source of capital to grow our business and
to generate liquidity to meet our business objectives. The availability of
equity capital is dependent on conditions in the equity capital markets and
investor demand for our common and preferred stock. We will typically not issue
common stock when the price of our common stock trades below our tangible net
book value or issue preferred equity when its cost of capital exceeds acceptable
hurdle rates of return on our equity. There can be no assurance, however, that
we will be able to raise additional equity capital at any particular time or on
any particular

                                       41
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terms. Furthermore, when the trading price of our common stock is less than our
estimate of our current tangible net book value per common share, among other
conditions, we may repurchase shares of our common stock. Please refer to Notes
10 and 11 to our Consolidated Financial Statements in this Form 10-Q for further
details regarding our recent equity capital transactions.

OFF-BALANCE SHEET ARRANGEMENTS
As of March 31, 2020, we did not maintain relationships with unconsolidated
entities or financial partnerships, such as entities often referred to as
structured finance, or special purpose or variable interest entities,
established to facilitate off-balance sheet arrangements or other contractually
narrow or limited purposes. Additionally, as of March 31, 2020, we had not
guaranteed obligations of unconsolidated entities or entered into a commitment
or intent to provide funding to such entities.
FORWARD-LOOKING STATEMENTS
The statements contained in this Quarterly Report that are not historical facts,
including estimates, projections, beliefs, expectations concerning conditions,
events, or the outlook for our business, strategy, performance, operations or
the markets or industries in which we operate, are forward-looking statements
within the meaning of the Private Securities Litigation Reform Act.
Forward-looking statements are typically identified by words such as "believe,"
"plan," "expect," "anticipate," "see," "intend," "outlook," "potential,"
"forecast," "estimate," "will," "could," "should," "likely" and other similar,
correlative or comparable words and expressions.
Forward looking statements are based on management's assumptions, projections
and beliefs as of the date of this Quarterly Report, but they involve a number
of risks and uncertainties. Actual results may differ materially from those
anticipated in forward-looking statements, as well as from historical
performance. Factors that could cause actual results to vary from our
forward-looking statements include, but are not limited to, the following:
•      the impact of the Pandemic and of measures taken in response to the
       Pandemic by various governmental authorities, businesses and other third
       parties;


•      actions by the federal, state, or local governments to stabilize the
       economy, the housing sector or financial markets;

• changes in U.S. monetary policy or interest rates;

• fluctuations in the yield curve;




•      fluctuations in mortgage prepayment rates on the loans underlying our
       Agency RMBS;

• the availability and terms of financing;

• changes in the market value of our assets, including from changes in net

interest spreads, and changes in market liquidity or depth;

• the effectiveness of our risk mitigation strategies;

• conditions in the market for Agency RMBS and other mortgage securities;

• legislative or regulatory changes that affect our status as a REIT, our

exemption from the Investment Company Act of 1940 or the mortgage markets

in which we participate; and

• other risks discussed under the heading "Risk Factors" herein and in our

Annual Report on Form 10-K.




Forward-looking statements speak only as of the date made, and we do not assume
any duty and do not undertake to update forward-looking statements. A further
discussion of risks and uncertainties that could cause actual results to differ
from any of our forward-looking statements is included in our most recent Annual
Report on Form 10-K and this document under Item 1A. Risk Factors.  We caution
readers not to place undue reliance on our forward-looking statements.
Item 3. 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, prepayment, spread, liquidity, extension and credit risk.
Interest Rate Risk
We are subject to interest rate risk in connection with the fixed income nature
of our assets and the short-term, variable rate nature of our financing
obligations. Our operating results depend in large part on differences between
the income earned on our assets and our cost of borrowing and hedging
activities. The costs associated with our borrowings are generally based on
prevailing market interest rates. During a period of rising interest rates, our
borrowing costs generally will increase while the yields earned on our existing
portfolio of leveraged fixed-rate assets will largely remain static. This can
result in a decline in our net interest spread. Changes in the level of interest
rates can also affect the rate of mortgage prepayments and the value of our
assets.

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Interest rates are highly sensitive to many factors, including fiscal and
monetary policies and domestic and international economic and political
considerations, as well as other factors beyond our control. Subject to
maintaining our qualification as a REIT, we engage in a variety of interest rate
management techniques to mitigate the influence of interest rate changes on our
net interest income and fluctuations of our tangible net book value. The
principal instruments that we use to hedge our interest rate risk are interest
rate swaps, swaptions, U.S. Treasury securities and U.S. Treasury futures
contracts. Our hedging techniques are highly complex and are partly based on
assumed levels of prepayments of our assets. If prepayments are slower or faster
than assumed, the maturity our investments will also differ from our
expectations, which could reduce the effectiveness of our hedging strategies and
may cause losses on such transactions and adversely affect our cash flow.
The severity of potential declines in our tangible net book value due to
fluctuations in interest rates would depend on our asset, liability and hedge
composition at the time, as well as the magnitude and duration of the interest
rate change. Primary measures of an instrument's price sensitivity to interest
rate fluctuations are its duration and convexity. Duration measures the
estimated percentage change in market value of an instrument that would be
caused by a parallel change in short and long-term interest rates. The duration
of our assets will vary with changes in interest rates and tends to increase
when interest rates rise and decrease when interest rates fall. This "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 assets 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 judgment to better
reflect any unique characteristics and market trading conventions associated
with certain types of securities.
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 tangible net book value per common share as of
March 31, 2020 and December 31, 2019 should interest rates go up or down by 50,
75 and 100 basis points, assuming instantaneous parallel shifts in the yield
curve and including the impact of both duration and convexity. All values 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 March 31, 2020 and December 31, 2019.
To the extent that these estimates or other assumptions do not hold true, which
is likely in a period of high volatility, actual results could differ materially
from our projections. 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 adjust the size
and composition of our asset and hedge portfolio.
                            Interest Rate Sensitivity 1,2
                                   March 31, 2020               December 31, 2019
                                             Estimated                     Estimated
                                             Change in                     Change in
                              Estimated     Tangible Net    Estimated     Tangible Net
                              Change in      Book Value     Change in      Book Value
                              Portfolio      Per Common     Portfolio      Per Common
Change in Interest Rate      Market Value      Share       Market Value      Share
-100 Basis Points                 -%           +0.1%          -0.5%          -6.0%
-75 Basis Points                +0.2%          +2.9%          -0.3%          -3.0%
-50 Basis Points                +0.3%          +3.3%          -0.1%          -0.9%
+50 Basis Points                -0.2%          -2.6%          -0.4%          -4.7%
+75 Basis Points                -0.5%          -5.9%          -0.8%          -9.1%
+100 Basis Points               -0.9%          -10.3%         -1.3%          -14.8%

________________________________

1. Derived from models that are dependent on inputs and assumptions provided


       by third parties, assumes there are no changes in mortgage spreads and
       assumes a static portfolio. Actual results could differ materially from
       these estimates.

2. Includes the effect of derivatives and other securities used for hedging

purposes. Interest rates are floored at 0% in down rate scenarios.




Prepayment Risk
Prepayment risk is the risk that our assets will be repaid at a faster rate than
anticipated. Interest rates and numerous other factors affect the rate of
prepayments, such as housing prices, general economic conditions, loan age, size
and loan-to-value ratios, and GSE buyouts of delinquent loans underlying our
securities among. Generally, prepayments 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.
If our assets prepay at a faster rate than anticipated, we may be unable to
reinvest the repayments at acceptable yields. If the proceeds are reinvested at
lower yields than our existing assets, our net interest income would be
negatively impacted. We also amortize or accrete premiums and discounts we pay
or receive at purchase relative to the stated principal of our assets into

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interest income over their projected lives using the effective interest method.
If the actual and estimated future prepayment experience differs from our prior
estimates, we are required to record an adjustment to interest income for the
impact of the cumulative difference in the effective yield.
Extension Risk
Extension risk is the risk that our assets will be repaid at a slower rate than
anticipated and generally increases when interest rates rise. In which case, we
may have to finance our investments at potentially higher costs without the
ability to reinvest principal into higher yielding securities because borrowers
prepay their mortgages at a slower pace than originally expected, adversely
impacting our net interest spread, and thus our net interest income.
As of March 31, 2020 and December 31, 2019, our investment securities (excluding
TBAs) had a weighted average projected CPR of 14.5% and 10.8%, respectively, and
a weighted average yield of 2.93% and 3.07%, respectively. The table below
presents estimated weighted average projected CPRs and yields for our investment
securities should interest rates go up or down instantaneously by 50, 75 and 100
basis points. Estimated yields exclude the impact of retroactive "catch-up"
premium amortization adjustments from prior periods due to changes in the
projected CPR assumption.
                              Interest Rate Sensitivity 1
                                    March 31, 2020               December 31, 2019
                                Weighted       Weighted       Weighted       Weighted
                                Average        Average        Average        Average
                               Projected     Asset Yield     Projected     Asset Yield
Change in Interest Rate           CPR             2             CPR             2
-100 Basis Points                19.5%          2.67%          20.3%          2.73%
-75 Basis Points                 18.6%          2.70%          17.7%          2.82%
-50 Basis Points                 17.4%          2.76%          15.0%          2.90%
 Actual as of Period End         14.5%          2.93%          10.8%          3.07%
+50 Basis Points                 11.4%          3.03%           8.1%          3.12%
+75 Basis Points                 10.3%          3.08%           7.5%          3.15%
+100 Basis Points                 9.4%          3.12%           6.8%          3.16%

________________________________

1. Derived from models that are dependent on inputs and assumptions provided

by third parties and assumes a static portfolio. Actual results could

differ materially from these estimates. Table excludes TBA securities.

2. Asset yield based on historical cost basis and does not include the impact

of retroactive "catch-up" premium amortization adjustments due to changes


       in projected CPR.


Spread Risk
Spread risk is the risk that the market spread between the yield on our assets
and the yield on benchmark interest rates linked to our interest rate hedges,
such as U.S. Treasury rates and interest rate swap rates, may vary. As a levered
investor in mortgage-backed securities, spread risk is an inherent component of
our investment strategy. Consequently, although we use hedging instruments to
attempt to protect against moves in interest rates, our hedges are generally not
designed to protect against spread risk, and our tangible net book value could
decline if spreads widen.
Fluctuations in mortgage spreads can occur due to a variety of factors,
including changes in interest rates, prepayment expectations, actual or
anticipated monetary policy actions by the U.S. and foreign central banks,
liquidity conditions, required rates of returns on different assets and other
market supply and demand factors. The table below quantifies the estimated
changes in the fair value of our assets, net of hedges, and our tangible net
book value per common share as of March 31, 2020 and December 31, 2019 should
spreads widen or tighten by 10, 25 and 50 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 4.5 and 5.0 years as of March 31, 2020 and December 31, 2019,
respectively, based on interest rates and prices as of such dates; however, our
portfolio's sensitivity to mortgage spread changes will vary with changes in
interest rates and in the size and composition of our portfolio. Therefore,
actual results could differ materially from our estimates.

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                                Spread Sensitivity 1,2
                                    March 31, 2020               December 31, 2019
                                              Estimated                     Estimated
                                              Change in                     Change in
                               Estimated     Tangible Net    Estimated     Tangible Net
                               Change in      Book Value     Change in      Book Value
                               Portfolio      Per Common     Portfolio      Per Common
Change in MBS Spread          Market Value      Share       Market Value      Share
-50 Basis Points                 +2.3%          +27.1%         +2.5%          +28.0%
-25 Basis Points                 +1.1%          +13.6%         +1.2%          +14.0%
-10 Basis Points                 +0.5%          +5.4%          +0.5%          +5.6%
+10 Basis Points                 -0.5%          -5.4%          -0.5%          -5.6%
+25 Basis Points                 -1.1%          -13.6%         -1.2%          -14.0%
+50 Basis Points                 -2.3%          -27.1%         -2.5%          -28.0%

________________________________

1. Spread sensitivity is derived from models that are dependent on inputs and

assumptions provided by third parties, assumes there are no changes in

interest rates and assumes a static portfolio. Actual results could differ

materially from these estimates.

2. Includes the effect of derivatives and other securities used for hedging


       purposes.


Liquidity Risk
Our liquidity risk principally arises from financing long-term fixed rate assets
with shorter-term variable rate borrowings.  Future borrowings are dependent
upon the willingness of lenders to finance our investments, lender collateral
requirements and the lenders' determination of the fair value of the securities
pledged as collateral, which fluctuates with changes in interest rates and
liquidity conditions within the commercial banking and mortgage finance
industries.
As of March 31, 2020, we believe that we have sufficient liquidity and capital
resources available to execute our business strategy (see Liquidity and Capital
Resources in this Form 10-Q for additional details). However, should the value
of our collateral or the value of our derivative instruments suddenly decrease,
margin calls relating to our funding liabilities and derivative agreements could
increase, causing an adverse change in our liquidity position. Furthermore,
there is no assurance that we will always be able to renew (or roll) our
short-term funding liabilities. In addition, our counterparties have the option
to increase our haircuts (margin requirements) on the assets we pledge against
our funding liabilities, thereby reducing the amount that can be borrowed
against an asset even if they agree to renew or roll our funding
liabilities. 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.
Credit Risk
Our credit sensitive investments, such as CRT and non-Agency securities, expose
us to the risk of nonpayment of principal, interest or other remuneration we are
contractually entitled to. We are also exposed to credit risk in the event our
repurchase agreement counterparties default on their obligations to resell the
underlying collateral back to us at the end of the repo term or in the event our
derivative counterparties do not perform under the terms of our derivative
agreements.
We accept credit exposure related to our credit sensitive assets at levels we
deem to be prudent within the context of our overall investment strategy. We
attempt to manage this risk through careful asset selection, pre-acquisition due
diligence, post-acquisition performance monitoring, and the sale of assets where
we identify negative credit trends. We may also manage credit risk with credit
default swaps or other financial derivatives that we believe are appropriate.
Additionally, we may vary the mix of our interest rate and credit sensitive
assets or our duration gap to adjust our credit exposure and/or improve the
return profile of our assets, such as when we believe credit performance is
inversely correlated with changes in interest rates. Our credit risk related to
derivative and repurchase agreement transactions is largely mitigated by
limiting our counterparties to major financial institutions with acceptable
credit ratings or to registered central clearinghouses and monitoring
concentration levels with any one counterparty. We also continuously monitor and
adjust the amount of collateral pledged based on changes in market value.
There is no guarantee that our efforts to manage credit risk will be successful
and we could suffer losses if credit performance is worse than our expectations
or our counterparties default on their obligations. Excluding central clearing
exchanges, as of March 31, 2020, our maximum amount at risk with any
counterparty related to our repurchase agreements was less than 6% of our
tangible stockholders' equity and less than 1% of tangible stockholders' equity
related to our interest rate swap and swaption agreements.

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