What the changes say
- Interest rate and spread volatility remain core threats to liquidity and hedging costs.
- Counterparty and central clearing risks are emphasized for repo and derivative agreements.
- New risks regarding artificial intelligence adoption have been added to operations.
What changed since the prior 10-K
New
- NewRisks Related to Our Financing and Hedging Activities
collateral to us or to make other payments we are entitled to under the terms of our agreement when due, we could incur a loss equal to the value of our collateral and other amounts due to us
We face potential losses if central clearing exchanges, derivatives clearing organizations, or their members default on their obligations.
- NewRisks Related to Our Business Operations
The use of artificial intelligence by us or our third-party vendors could expose us to additional risks
Expanding our own or third-party vendor use of artificial intelligence introduces operational, cybersecurity, legal, and data accuracy risks.
Dropped
- DroppedRisks Related to Our Investment and Portfolio Management Activities
which may require us to post additional collateral, thereby reducing our unencumbered liquidity, limiting resources available for operational needs and further margin obligations
Reworded
- 83% rewrittenRisks Related to Our Financing and Hedging Activities
Our funding and derivative agreement counterparties may not fulfill their obligations to us when due
Clarified counterparty obligations and derivative collateral return failure terms.
Was: Our funding and derivative agreement counterparties may not fulfill their obligations to us as and when due
- 79% rewrittenRisks Related to Our Investment and Portfolio Management Activities
The participation of the Fed and other government-related entities in the Agency mortgage market could have an adverse effect on our Agency RMBS investments
Added references to uneconomic asset purchases by the Fed and other government entities impacting Agency RMBS values.
Was: The Fed’s participation in the Agency mortgage market could have an adverse effect on our Agency RMBS investments
- 78% rewrittenRisks Related to Our Investment and Portfolio Management Activities
Interest rate and spread volatility represent significant risks to our business, potentially affecting our liquidity, increasing our costs, and impacting our ability to manage risks effectively
Explicitly defined margin calls as reducing unencumbered cash and liquid assets for operational needs.
- 77% rewrittenRisks Related to Our Financing and Hedging Activities
It may be uneconomical to roll our TBA dollar roll transactions, which could require us to take physical delivery of the underlying securities and fund our obligations with cash or other financing sources
Added government-entity purchases and sales in the TBA market as factors making TBA dollar rolls uneconomical.
Was: It may be uneconomical to roll our TBA dollar roll transactions, and we may be required to take physical delivery of the underlying securities and fund our obligations with cash or other financing sources
- 59% rewrittenRisks Related to Our Taxation as a REIT
Federal housing finance reform and potential changes to the Federal conservatorship of Fannie Mae and Freddie Mac or to laws or regulations affecting the relationship between the GSEs and the U.S. Government may adversely affect our business
Updated terminology regarding efforts to modify the existing guarantee-payment structure of Fannie Mae and Freddie Mac.
- 48% rewrittenRisks Related to Our Taxation as a REIT
Even if we remain qualified for taxation as a REIT, we may nonetheless be subject to certain federal, state and local taxes on our income and assets, including the following items. Any of these or other taxes we may incur would decrease cash available for distribution to our stockholders
Minor phrasing update regarding excise tax distribution amounts under federal tax law.
- 43% rewrittenRisks Related to Our Investment and Portfolio Management Activities
Changes in prepayment rates may adversely affect the return on our investments
Added government policies that promote housing turnover or refinancings as factors affecting prepayment rates.
- 42% rewrittenRisks Related to Our Taxation as a REIT
We may choose to pay dividends in our own stock, in which case stockholders may be required to pay income taxes in excess of cash dividends received
Minor clarifications regarding taxable stock dividend distributions and income tax inclusions for U.S. and non-U.S. stockholders.
- 42% rewrittenRisks Related to Our Investment and Portfolio Management Activities
Prepayment rates are difficult to predict, and market conditions and other factors impacting mortgage origination channels may disrupt the historical correlation between interest rate changes and prepayment trends
- 36% rewrittenRisks Related to Our Financing and Hedging Activities
Our rights under repurchase and derivative agreements in the event of bankruptcy or insolvency may be limited
Was: Our rights under repurchase and derivative agreements in the event bankruptcy or insolvency may be limited
- 28% rewrittenRisks Related to Our Investment and Portfolio Management Activities
The fair value of our investments may not be readily determinable or may be materially different from the value that we ultimately realize upon their disposal
- 22% rewrittenRisks Related to Our Taxation as a REIT
Complying with REIT requirements may cause us to liquidate or forgo attractive investment opportunities
- 22% rewrittenRisks Related to Our Financing and Hedging Activities
We may be unable to procure or renew funding on favorable terms, or at all
- 21% rewrittenRisks Related to Our Investment and Portfolio Management Activities
The analytical models and third-party data that we rely on to manage our portfolio and conduct our business objectives may be incorrect, misleading or incomplete
- 20% rewrittenRisks Related to Our Investment and Portfolio Management Activities
We may be unable to acquire desirable investments due to competition, a reduction in the supply of new production Agency RMBS having the specific attributes we seek, and other factors
All 44 risk factors
Headings as the filing states them, in filing order.
Risks Related to Our Investment and Portfolio Management Activities
- 01Spread risk is inherent to our business as a levered investor in Agency RMBS
- 02Interest rate and spread volatility represent significant risks to our business, potentially affecting our liquidity, increasing our costs, and impacting our ability to manage risks effectively78% rewritten
- 03The participation of the Fed and other government-related entities in the Agency mortgage market could have an adverse effect on our Agency RMBS investments79% rewritten
- 04Our active portfolio management strategy may expose us to greater losses and lower returns than compared to passive strategies
- 05A decline in the fair value of our assets may adversely affect our financial condition and make it costlier to finance our assets
- 06Changes in prepayment rates may adversely affect the return on our investments43% rewritten
- 07Prepayment rates are difficult to predict, and market conditions and other factors impacting mortgage origination channels may disrupt the historical correlation between interest rate changes and prepayment trends42% rewritten
- 08The analytical models and third-party data that we rely on to manage our portfolio and conduct our business objectives may be incorrect, misleading or incomplete21% rewritten
- 09The fair value of our investments may not be readily determinable or may be materially different from the value that we ultimately realize upon their disposal28% rewritten
- 10The mortgage loans referenced by our CRT securities or that underlie our non-Agency securities may be or could become subject to delinquency or foreclosure, which could result in investment losses
- 11Private mortgage insurance may not cover losses on loans referenced by our CRT securities and underlying our non-Agency RMBS
- 12Changes in credit spreads may adversely affect our profitability
- 13We may be unable to acquire desirable investments due to competition, a reduction in the supply of new production Agency RMBS having the specific attributes we seek, and other factors20% rewritten
- 14We may change our targeted investments, investment guidelines and other operational policies without stockholder consent
Risks Related to Our Financing and Hedging Activities
- 15Our strategy involves the use of significant leverage, which increases the risk that we may incur substantial losses
- 16We may be unable to procure or renew funding on favorable terms, or at all22% rewritten
- 17Our borrowing costs may increase at a faster pace than the yield on our investments
- 18It may be uneconomical to roll our TBA dollar roll transactions, which could require us to take physical delivery of the underlying securities and fund our obligations with cash or other financing sources77% rewritten
- 19Our funding and derivative agreements subject us to margin calls that could result in defaults and force us to sell assets under adverse market conditions or through foreclosure
- 20Our repurchase agreements and agreements governing certain derivative instruments may contain financial and non-financial covenants subjecting us to the risk of default
- 21Our rights under repurchase and derivative agreements in the event of bankruptcy or insolvency may be limited36% rewritten
- 22Our funding and derivative agreement counterparties may not fulfill their obligations to us when due83% rewritten
- 23collateral to us or to make other payments we are entitled to under the terms of our agreement when due, we could incur a loss equal to the value of our collateral and other amounts due to usNew
- 24Our hedging strategies may be ineffective
Risks Related to Our Business Operations
- 25Our executive officers and other key personnel are critical to our success and the loss of any executive officer or key employee may materially adversely affect our business
- 26We are highly dependent on information systems and third-party service providers to conduct our operations, and system failures, cybersecurity incidents or failure of our providers to fulfill their obligations to us could significantly disrupt our ability to operate our business
- 27The use of artificial intelligence by us or our third-party vendors could expose us to additional risksNew
Risks Related to Our Taxation as a REIT
- 28Our failure to qualify as a REIT would have adverse tax consequences
- 29REIT distribution requirements could adversely affect our ability to execute our business plan
- 30We may choose to pay dividends in our own stock, in which case stockholders may be required to pay income taxes in excess of cash dividends received42% rewritten
- 31Even if we remain qualified for taxation as a REIT, we may nonetheless be subject to certain federal, state and local taxes on our income and assets, including the following items. Any of these or other taxes we may incur would decrease cash available for distribution to our stockholders48% rewritten
- 32Complying with REIT requirements may cause us to liquidate or forgo attractive investment opportunities22% rewritten
- 33Complying with REIT requirements may limit our ability to hedge effectively and may cause us to incur tax liabilities
- 34Uncertainty exists with respect to the treatment of our TBAs for purposes of the REIT asset and income tests
- 35Qualifying as a REIT involves highly technical and complex provisions of the Internal Revenue Code
- 36The tax on prohibited transactions could limit our ability to engage in certain transactions
- 37Distributions to tax-exempt investors may be classified as unrelated business taxable income
- 38Federal housing finance reform and potential changes to the Federal conservatorship of Fannie Mae and Freddie Mac or to laws or regulations affecting the relationship between the GSEs and the U.S. Government may adversely affect our business59% rewritten
- 39Failure to satisfy regulatory requirements of our captive broker-dealer subsidiary could result in our inability to access tri-party repo funding through the FICC's GCF Repo service and could be harmful to our business operations
- 40Loss of our exemption from regulation pursuant to the Investment Company Act would adversely affect us
- 41New legislation or administrative or judicial action could make it more difficult or impossible for us to remain qualified as a REIT or it could otherwise adversely affect REITs and their stockholders
Risks Related to Our Common Stock
- 42The market price and trading volume of our common stock may be volatile
- 43We have not established a minimum dividend payment level and may be unable to pay dividends in the future
- 44Our certificate of incorporation generally does not permit ownership of more than 9.8% of our common or capital stock and attempts to acquire amounts above this limit will be ineffective unless an exemption is granted by our Board of Directors
Other AGNC Investment 10-Ks
- FY2024 10-K risk factors43 risks
AGNC faces intense interest rate and spread volatility affecting leverage, funding costs, and liquidity. Strict REIT compliance rules restrict hedging and asset acquisition choices. Heavy reliance on short-term repurchase agreements exposes the firm to margin calls and counterparty defaults.
Filed Feb 21, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.