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EX-31.2 - CFO CERTIFICATION - TWO HARBORS INVESTMENT CORP.twoexh33111312.htm
EX-32.1 - CEO CERT - TWO HARBORS INVESTMENT CORP.twoexh33111321.htm
EX-31.1 - CEO CERTIFICATION - TWO HARBORS INVESTMENT CORP.twoexh33111311.htm
EX-32.2 - CFO CERT - TWO HARBORS INVESTMENT CORP.twoexh33111322.htm
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 10-Q
______________________________
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended: March 31, 2011
Commission File Number 001-34506
______________________________
TWO HARBORS INVESTMENT CORP.
(Exact Name of Registrant as Specified in Its Charter)
 
Maryland
 
27-0312904
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
 
601 Carlson Parkway, Suite 330
Minnetonka, Minnesota
 
55305
(Address of Principal Executive Offices)
 
(Zip Code)
(612) 238-3300
(Registrant's Telephone Number, Including Area Code)
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer o
 
Accelerated filer x
 
Non-accelerated filer o
 
Smaller reporting company o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
As of May 5, 2011 there were 69,257,344 shares of outstanding common stock, par value $.01 per share, issued and outstanding.
 
 
 
 
 


TWO HARBORS INVESTMENT CORP. 
INDEX
 
 
 
 
Page
 
PART I - FINANCIAL INFORMATION
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
PART II - OTHER INFORMATION
 
 
 
 
 
 
 
 
 
 
 
 

i


PART I. FINANCIAL INFORMATION
 
Item 1. Financial Statements
 
TWO HARBORS INVESTMENT CORP.  
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
 
 
March 31,
2011
 
December 31,
2010
 
(unaudited)
 
 
ASSETS
  
 
 
  
 
Available-for-sale securities, at fair value
$
2,882,992
 
 
$
1,354,405
 
Trading securities, at fair value
299,262
 
 
199,523
 
Cash and cash equivalents
302,263
 
 
163,900
 
Total earning assets
3,484,517
 
 
1,717,828
 
Restricted cash
38,991
 
 
22,548
 
Accrued interest receivable
11,010
 
 
5,383
 
Due from counterparties
21,459
 
 
12,304
 
Derivative assets, at fair value
106,153
 
 
38,109
 
Other assets
574
 
 
1,260
 
Total Assets
$
3,662,704
 
 
$
1,797,432
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
   
 
 
   
 
Liabilities
   
 
 
   
 
Repurchase agreements
$
2,616,031
 
 
$
1,169,803
 
Accrued interest payable
1,305
 
 
785
 
Due to counterparties
338,148
 
 
231,724
 
Accrued expenses and other liabilities
2,997
 
 
2,063
 
Dividends payable
16,200
 
 
10,450
 
Other liabilities
2,455
 
 
159
 
Total liabilities
2,977,136
 
 
1,414,984
 
Stockholders’ Equity
   
 
 
  
 
Preferred stock, par value $0.01per share; 50,000,000 shares authorized; no shares issued and outstanding
 
 
 
Common stock, par value $0.01per share; 450,000,000 shares authorized and 69,251,757 and 40,501,212 shares issued and outstanding, respectively
693
 
 
405
 
Additional paid-in capital
654,514
 
 
366,974
 
Accumulated other comprehensive income
31,734
 
 
22,619
 
Cumulative earnings
52,397
 
 
30,020
 
Cumulative distributions to stockholders
(53,770
)
 
(37,570
)
Total stockholders’ equity
685,568
 
 
382,448
 
Total Liabilities and Stockholders’ Equity
$
3,662,704
 
 
$
1,797,432
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 

1


TWO HARBORS INVESTMENT CORP.  
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share data)
 
 
Three Months Ended
 
March 31,
 
2011
 
2010
 
(unaudited)  
Interest income:
 
 
 
Available-for-sale securities
$
19,535
 
 
$
6,153
 
Trading securities
272
 
 
 
Cash and cash equivalents
63
 
 
6
 
Total interest income
19,870
 
 
6,159
 
Interest expense
2,499
 
 
518
 
Net interest income
17,371
 
 
5,641
 
Other income:
 
 
 
Gain on investment securities, net
1,539
 
 
1,197
 
Gain (loss) on interest rate swap and swaption agreements
1,939
 
 
(1,547
)
Gain on other derivative instruments
5,347
 
 
946
 
Total other income
8,825
 
 
596
 
Expenses:
 
 
 
Management fees
1,550
 
 
457
 
Other operating expenses
1,512
 
 
987
 
Total expenses
3,062
 
 
1,444
 
Net income before income taxes
23,134
 
 
4,793
 
Benefit from (provision for) income taxes
(757
)
 
534
 
Net income attributable to common stockholders
$
22,377
 
 
$
5,327
 
Basic and diluted earnings per weighted average common share
$
0.49
 
 
$
0.40
 
Dividends declared per common share
$
0.40
 
 
$
0.36
 
Basic and diluted weighted average number of shares of common stock
45,612,376
 
 
13,401,368
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 

2


TWO HARBORS INVESTMENT CORP. 
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
AND COMPREHENSIVE INCOME
(in thousands, except share data)
 
 
Common Stock
 
 
 
 
 
 
 
 
 
 
 
Shares
 
Amount
 
Additional Paid-in Capital
 
Accumulated Other Comprehensive Income
 
Cumulative Earnings
 
Cumulative Distributions to Stockholders
 
Total Stockholders' Equity
 
 
 
 
 
 
 
(unaudited)
 
 
 
 
 
 
Balance, January 1, 2010
13,401,368
 
 
$
134
 
 
$
131,756
 
 
$
(950
)
 
$
(5,735
)
 
$
(3,484
)
 
$
121,721
 
Net income
 
 
 
 
 
 
 
 
5,327
 
 
 
 
5,327
 
Net change in unrealized gain on available-for-sale securities
 
 
 
 
 
 
3,500
 
 
 
 
 
 
3,500
 
Total other comprehensive income
 
 
 
 
 
 
3,500
 
 
 
 
 
 
 
Total comprehensive income
 
 
 
 
 
 
 
 
 
 
 
 
8,827
 
Common dividends declared
 
 
 
 
 
 
 
 
 
 
(4,825
)
 
(4,825
)
Non-cash equity award compensation
 
 
 
 
33
 
 
 
 
 
 
 
 
33
 
Balance, March 31, 2010
13,401,368
 
 
$
134
 
 
$
131,789
 
 
$
2,550
 
 
$
(408
)
 
$
(8,309
)
 
$
125,756
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, January 1, 2011
40,501,212
 
 
$
405
 
 
$
366,974
 
 
$
22,619
 
 
$
30,020
 
 
$
(37,570
)
 
$
382,448
 
Net income
 
 
 
 
 
 
 
 
22,377
 
 
 
 
22,377
 
Net change in unrealized gain on available-for-sale securities
 
 
 
 
 
 
9,115
 
 
 
 
 
 
9,115
 
Total other comprehensive income
 
 
 
 
 
 
9,115
 
 
 
 
 
 
 
Total comprehensive income
 
 
 
 
 
 
 
 
 
 
 
 
31,492
 
Net proceeds from issuance of common stock, net of offering costs
28,750,545
 
 
288
 
 
287,478
 
 
 
 
 
 
 
 
287,766
 
Common dividends declared
 
 
 
 
 
 
 
 
 
 
(16,200
)
 
(16,200
)
Non-cash equity award compensation
 
 
 
 
62
 
 
 
 
 
 
 
 
62
 
Balance, March 31, 2011
69,251,757
 
 
$
693
 
 
$
654,514
 
 
$
31,734
 
 
$
52,397
 
 
$
(53,770
)
 
$
685,568
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 

3


TWO HARBORS INVESTMENT CORP.  
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 
Three Months Ended
 
March 31,
 
2011
 
2010
 
(unaudited)
Cash Flows From Operating Activities:
   
 
 
   
 
Net income
$
22,377
 
 
$
5,327
 
Adjustments to reconcile net income to net cash provided by operating activities:
   
 
 
   
 
Amortization of premiums and discounts on RMBS, net
2,467
 
 
1,416
 
Gain on investment securities, net
(1,539
)
 
(1,197
)
Gain on termination of interest rate swaps and swaptions
(1,253
)
 
 
Unrealized (gain)/loss on interest rate swaps and swaptions
(3,838
)
 
1,129
 
Unrealized gain on other derivative instruments
(1,971
)
 
(656
)
Equity based compensation expense
62
 
 
32
 
Net change in:
   
 
 
 
(Increase)/decrease in accrued interest receivable
(5,627
)
 
79
 
Decrease/(increase) in deferred income taxes, net
482
 
 
(526
)
Increase in prepaid tax asset
 
 
(8
)
Decrease/(increase) in prepaid expenses
204
 
 
(31
)
Increase in accrued interest payable, net
520
 
 
269
 
Increase in income taxes payable, net
275
 
 
 
Increase in accrued expenses and other liabilities
934
 
 
346
 
Net cash provided by operating activities
13,093
 
 
6,180
 
Cash Flows From Investing Activities:
   
 
 
   
 
Purchases of available-for-sale securities
(1,636,366
)
 
(58,965
)
Proceeds from sales of available-for-sale securities
71,405
 
 
10,378
 
Principal payments on available-for-sale securities
44,659
 
 
26,164
 
Purchases of other derivative instruments
(70,302
)
 
(3,479
)
Proceeds from sales of other derivative instruments
11,342
 
 
16,618
 
Purchases of trading securities
(299,337
)
 
 
Proceeds from sales of trading securities
199,500
 
 
 
Increase/(decrease) in due to/from counterparties, net
97,269
 
 
(18,462
)
Increase in restricted cash
(16,443
)
 
(13,680
)
Net cash used in investing activities
(1,598,273
)
 
(41,426
)
Cash Flows From Financing Activities:
   
 
 
   
 
Proceeds from repurchase agreements
3,131,249
 
 
458,203
 
Principal payments on repurchase agreements
(1,685,022
)
 
(420,135
)
Proceeds from issuance of common stock, net of offering costs
287,766
 
 
 
Dividends paid on common stock
(10,450
)
 
(3,484
)
Net cash provided by financing activities
1,723,543
 
 
34,584
 
Net increase/(decrease) in cash and cash equivalents
138,363
 
 
(662
)
Cash and cash equivalents at beginning of period
163,900
 
 
26,105
 
Cash and cash equivalents at end of period
$
302,263
 
 
$
25,443
 
Supplemental Disclosure of Cash Flow Information:
   
 
 
 
Cash paid for interest
$
1,980
 
 
$
249
 
Cash paid for taxes
$
1
 
 
$
 
Non-Cash Financing Activity:
   
 
 
   
 
Dividends declared but not paid at end of period
$
16,200
 
 
$
4,824
 
The accompanying notes are an integral part of these consolidated financial statements.

4


TWO HARBORS INVESTMENT CORP.  
Notes to the Condensed Consolidated Financial Statements
 
Note 1. Organization and Operations
Two Harbors Investment Corp., or the Company, is a Maryland corporation formed to invest primarily in residential mortgage-backed securities, or RMBS. The Company is externally managed and advised by PRCM Advisers LLC, a subsidiary of Pine River Capital Management L.P., or Pine River, a global multi-strategy asset management firm. The Company's common stock is listed on the NYSE and its warrants are listed on the NYSE Amex under the symbols “TWO” and “TWO.WS,” respectively.
The Company has elected to be treated as a real estate investment trust, or REIT, for U.S. federal income tax purposes commencing with its initial taxable period ended December 31, 2009. As long as the Company continues to comply with a number of requirements under federal tax law and maintains its qualification as a REIT, the Company generally will not be subject to U.S. federal income tax to the extent that the Company distributes its taxable income to its stockholders on an annual basis and does not engage in prohibited transactions.
 
Note 2. Basis of Presentation and Significant Accounting Policies
Consolidation and Basis of Presentation
The interim unaudited financial statements of the Company have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, or SEC. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles, or GAAP, have been condensed or omitted according to such SEC rules and regulations. Management believes, however, that the disclosures included in these interim financial statements are adequate to make the information presented not misleading. The accompanying financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2010. In the opinion of management, all normal and recurring adjustments necessary to present fairly the financial condition of the Company at March 31, 2011 and results of operations for all periods presented have been made. The results of operations for the three months ended March 31, 2011 should not be construed as indicative of the results to be expected for the full year.
The condensed consolidated financial statements of the Company have been prepared on the accrual basis of accounting in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires us to make a number of significant estimates and assumptions. These estimates include estimates of fair value of certain assets and liabilities, amount and timing of credit losses, prepayment rates, the period of time during which the Company anticipates an increase in the fair values of real estate securities sufficient to recover unrealized losses in those securities, and other estimates that affect the reported amounts of certain assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of certain revenues and expenses during the reported period. It is likely that changes in these estimates (e.g., valuation changes due to supply and demand, credit performance, prepayments, interest rates, or other reasons) will occur in the near term. The Company's estimates are inherently subjective in nature and actual results could differ from its estimates and the differences may be material.
The condensed consolidated financial statements of the Company include the accounts of all subsidiaries; inter-company accounts and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to the current period presentation.
Recently Issued and/or Adopted Accounting Standards
Broad Transactions
Fair Value Measurements and Disclosures (Accounting Standards Codification “ASC 820”).   On January 21, 2010, the FASB issued an accounting standard update, or ASU, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements, which provides guidance on how investment assets and liabilities are to be valued and disclosed. Specifically, the amendment requires reporting entities to disclose: (i) the input and valuation techniques used to measure fair value for both recurring and nonrecurring fair value measurements, for Level 2 or Level 3 positions, (ii) transfers between all levels (including Level 1 and Level 2) on a gross basis (i.e., transfers out are disclosed separately from transfers in) as well as the reason(s) for the transfer and (iii) purchases, sales, issuances and settlements on a gross basis in the Level 3 rollforward, rather than as one net number. The effective date of the amendment is for interim and annual periods beginning after December 15, 2009; however, the requirement to provide the Level 3 activity for purchases, sales, issuances and settlements on a gross basis is effective for interim and annual periods beginning after December 15, 2010. The impact of adopting this ASU, including the Level 3 activity requirement, did not have a material impact on the Company's consolidated financial condition or results of operations.

5

 
TWO HARBORS INVESTMENT CORP.  
Notes to the Consolidated Financial Statements - (continued)

 
Note 3. Available-for-Sale Securities, at Fair Value
The following table presents the Company's available-for-sale, or AFS, investment securities by collateral type, which were carried at their fair value as of March 31, 2011 and December 31, 2010:
 
(in thousands)
March 31,
2011
 
December 31,
2010
Mortgage-backed securities:
 
 
 
Agency
 
 
 
Federal Home Loan Mortgage Corporation
$
839,433
 
 
$
396,888
 
Federal National Mortgage Association
1,443,406
 
 
556,609
 
Government National Mortgage Association
75,149
 
 
62,972
 
Non-Agency
525,004
 
 
337,936
 
Total mortgage-backed securities
$
2,882,992
 
 
$
1,354,405
 
 
At March 31, 2011 and December 31, 2010, the Company pledged investment securities with a carrying value of $2.5 billion and $1.1 billion, respectively, as collateral for repurchase agreements. See Note 9 - Repurchase Agreements.
At March 31, 2011 and December 31, 2010, the Company did not have any securities purchased from and financed with the same counterparty that did not meet the conditions of ASC 860, Transfers and Servicing, to be considered linked transactions and therefore classified as derivatives.
The following tables present the amortized cost and carrying value (which approximates fair value) of AFS securities by collateral type as of March 31, 2011 and December 31, 2010:
 
 
March 31, 2011
(in thousands)
Agency
 
Non-Agency
 
Total
Face Value
$
2,995,682
 
 
$
890,910
 
 
$
3,886,592
 
Unamortized premium
76,126
 
 
 
 
76,126
 
Unamortized discount
 
 
 
 
 
Designated credit reserve
 
 
(233,465
)
 
(233,465
)
Net, unamortized
(719,884
)
 
(158,111
)
 
(877,995
)
Amortized Cost
2,351,924
 
 
499,334
 
 
2,851,258
 
Gross unrealized gains
15,181
 
 
29,641
 
 
44,822
 
Gross unrealized losses
(9,117
)
 
(3,971
)
 
(13,088
)
Carrying Value
$
2,357,988
 
 
$
525,004
 
 
$
2,882,992
 
 
 
December 31, 2010
(in thousands)
Agency
 
Non-Agency
 
Total
Face Value
$
1,306,655
 
 
$
594,306
 
 
$
1,900,961
 
Unamortized premium
41,651
 
 
 
 
41,651
 
Unamortized discount
  
 
 
  
 
 
  
 
Designated credit reserve
 
 
(145,855
)
 
(145,855
)
Net, unamortized
(334,979
)
 
(129,992
)
 
(464,971
)
Amortized Cost
1,013,327
 
 
318,459
 
 
1,331,786
 
Gross unrealized gains
9,308
 
 
21,503
 
 
30,811
 
Gross unrealized losses
(6,166
)
 
(2,026
)
 
(8,192
)
Carrying Value
$
1,016,469
 
 
$
337,936
 
 
$
1,354,405
 

6

 
TWO HARBORS INVESTMENT CORP.  
Notes to the Consolidated Financial Statements - (continued)

 
The following tables present the carrying value of the Company's AFS investment securities by rate type as of March 31, 2011 and December 31, 2010:
 
 
March 31, 2011
(in thousands)
 Agency
 
 Non-Agency
 
 Total
Adjustable Rate
$
264,468
 
 
$
414,361
 
 
$
678,829
 
Fixed Rate
2,093,520
 
 
110,643
 
 
2,204,163
 
Total
$
2,357,988
 
 
$
525,004
 
 
$
2,882,992
 
 
 
December 31, 2010
(in thousands)
Agency
 
Non-Agency
 
Total
Adjustable Rate
$
269,512
 
 
$
245,517
 
 
$
515,029
 
Fixed Rate
746,957
 
 
92,419
 
 
839,376
 
Total
$
1,016,469
 
 
$
337,936
 
 
$
1,354,405
 
 
When the Company purchases a credit-sensitive AFS security at a significant discount to its face value, the Company often does not amortize into income a significant portion of this discount that the Company is entitled to earn because it does not expect to collect it due to the inherent credit risk of the security. The Company may also record an other-than-temporary impairment, or OTTI, for a portion of its investment in the security to the extent the Company believes that principal losses will exceed the discount. The amount of principal that the Company does not amortize into income is designated as a credit reserve on the security, with unamortized net discounts or premiums amortized into income over time using the interest method in accordance with ASC 320.
The following table presents the changes for the three months ended March 31, 2011 and March 31, 2010 of the unamortized net discount and designated credit reserves on non-Agency AFS securities.
 
 
Three Months Ended March 31,
 
2011
 
2010
(in thousands)
Designated credit reserve
 
Unamortized net discount
 
Total
 
Designated credit reserve
 
Unamortized net discount
 
Total
Beginning balance at January 1
$
(145,855
)
 
$
(129,992
)
 
$
(275,847
)
 
$
(50,187
)
 
$
(41,050
)
 
$
(91,237
)
Acquisitions
(96,343
)
 
(38,763
)
 
(135,106
)
 
(8,379
)
 
(30,356
)
 
(38,735
)
Accretion of net discount
 
 
5,376
 
 
5,376
 
 
 
 
1,101
 
 
1,101
 
Realized credit losses
771
 
 
 
 
771
 
 
590
 
 
6
 
 
596
 
Transfers (to) from
(123
)
 
123
 
 
 
 
359
 
 
(359
)
 
 
Sales, calls, other
8,085
 
 
5,145
 
 
13,230
 
 
4,812
 
 
4,627
 
 
9,439
 
Ending balance at March 31
$
(233,465
)
 
$
(158,111
)
 
$
(391,576
)
 
$
(52,805
)
 
$
(66,031
)
 
$
(118,836
)
 
The following table presents the components comprising the carrying value of AFS securities not deemed to be other than temporarily impaired by length of time the securities had an unrealized loss position as of March 31, 2011 and December 31, 2010. At March 31, 2011, the Company held 608 AFS securities, of which 226 were in an unrealized loss position for less than twelve consecutive months and 9 were in an unrealized loss position for more than twelve consecutive months. At December 31, 2010, the Company held 373 AFS securities, of which 108 were in an unrealized loss position for less than twelve months and 5 were in an unrealized loss position for more than twelve consecutive months.

7

 
TWO HARBORS INVESTMENT CORP.  
Notes to the Consolidated Financial Statements - (continued)

 
Unrealized Loss Position for
 
Less than 12 Months
 
12 Months or More
Total
(in thousands)
Estimated Fair Value
 
Gross Unrealized Losses
 
Estimated Fair Value
Gross Unrealized Losses
Estimated Fair Value
Gross Unrealized Losses
March 31, 2011
$
1,048,853
 
 
$
(12,587
)
 
$
1,756
 
$
(501
)
$
1,050,609
 
$
(13,088
)
December 31, 2010
$
310,445
 
 
$
(7,183
)
 
$
1,405
 
$
(1,009
)
$
311,850
 
$
(8,192
)
 
 
Evaluating AFS Securities for Other-than-Temporary Impairments
In 2009, the Company adopted the provisions of ASC 320 to evaluate AFS securities for OTTI. This evaluation requires us to determine whether there has been a significant adverse quarterly change in the cash flow expectations for a security. The Company also considers whether there has been a significant adverse change in the regulatory and/or economic environment as part of this analysis. As of March 31, 2011, we did not intend to sell any of the Company's AFS securities in loss positions and the Company believes it is not more likely than not we will be required to sell these securities before recovery of their amortized cost basis. Based on the Company's evaluation, for the period ended March 31, 2011, the Company did not recognize any OTTI on AFS securities in the Company's consolidated statements of income.
Gross Realized Gains and Losses
Gains and losses from the sale of AFS securities are recorded as realized gains (losses) within gain on investment securities, net in the Company's consolidated statements of income. For the three months ended March 31, 2011, the Company sold AFS securities for $71.4 million with an amortized cost of $69.8 million, for a net realized gain of $1.6 million.
The following table presents the gross realized gains and losses on sales of AFS securities for the three months ended March 31, 2011 and 2010:
 
 
Three Months Ended
 
March 31,
(in thousands)
2011
 
2010
Gross realized gains
$
1,808
 
 
$
1,221
 
Gross realized losses
(170
)
 
(24
)
Total realized gains (losses) on sales, net
$
1,638
 
 
$
1,197
 
 
Note 4. Trading Securities, at Fair Value
During the three months ended March 31, 2011, the Company acquired and sold U.S. Treasuries in its taxable REIT subsidiary and classified these securities as trading instruments due to its short-term investment objectives. As of March 31, 2011 and December 31, 2010, the Company held U.S. Treasuries with an amortized cost of $299.4 million and $200.0 million and a fair value $299.3 million and $199.5 million, respectively, classified as trading securities.
For the three months ended March 31, 2011, the Company sold trading securities with an amortized cost of $200.0 million resulting in realized losses of $0.5 million on the sale of these investment securities. The realized losses are recorded as a component of gains on investment securities, net in the Company's consolidated statement of income.
At March 31, 2011, the Company pledged trading securities with a carrying value of $299.3 million as collateral for repurchase agreements. See Note 9 - Repurchase Agreements.
 
Note 5. Restricted Cash
As of March 31, 2011 and December 31, 2010, the Company is required to maintain certain cash balances with counterparties for broker activity and collateral for the Company's repurchase agreements in non-interest bearing accounts.
The following table presents the Company's restricted cash balances:
 

8

 
TWO HARBORS INVESTMENT CORP.  
Notes to the Consolidated Financial Statements - (continued)

(in thousands)
March 31,
2011
 
December 31,
2010
Restricted cash balances held by:
 
 
 
Broker counterparties for securities trading activity
$
9,000
 
 
$
9,000
 
Broker counterparties for derivatives trading activity
7,367
 
 
1,914
 
Repurchase counterparties as restricted collateral
22,624
 
 
11,634
 
Total
$
38,991
 
 
$
22,548
 
 
Note 6. Accrued Interest Receivable
The following table presents the Company's accrued interest receivable by collateral type:
 
(in thousands)
March 31,
2011
 
December 31,
2010
Accrued Interest Receivable:
 
 
 
U.S. Treasuries
$
163
 
 
$
192
 
Mortgage-backed securities:
 
 
 
Agency
 
 
 
Federal Home Loan Mortgage Corporation
2,967
 
 
1,509
 
Federal National Mortgage Association
6,031
 
 
2,201
 
Government National Mortgage Association
696
 
 
532
 
Non-Agency
1,153
 
 
949
 
Total mortgage-backed securities
10,847
 
 
5,191
 
Total
$
11,010
 
 
$
5,383
 
 
Note 7. Derivative Instruments and Hedging Activities
The Company enters into a variety of derivative and non-derivative instruments in connection with its risk management activities. The Company's primary objective for executing these derivatives and non-derivative instruments is to mitigate the Company's economic exposure to future events that are outside its control. The Company's derivative financial instruments are utilized principally to manage market risk and cash flow volatility associated with interest rate risk (including associated prepayment risk) related to certain assets and liabilities. As part of its risk management activities, the Company may, at times, enter into various forward contracts including short securities, Agency to-be-announced securities, or TBAs, options, futures, swaps and caps. In executing on the Company's current risk management strategy, the Company has entered into interest rate swap and swaption agreements and TBA positions. The Company has also entered into a number of non-derivative instruments to manage interest rate risk, principally U.S. Treasuries and Agency interest-only securities.
The following summarizes the Company's significant asset and liability classes, the risk exposure for these classes, and the Company's risk management activities used to mitigate certain of these risks. The discussion includes both derivative and non-derivative instruments used as part of these risk management activities. While the Company uses non-derivative and derivative instruments to achieve the Company's risk management activities, it is possible that these instruments will not effectively mitigate all or a substantial portion of the Company's market rate risk. In addition, the Company might elect, at times, not to enter into certain hedging arrangements in order to maintain compliance with REIT requirements.
Interest Rate Sensitive Assets/Liabilities
Available-for-sale Securities  - The Company's RMBS investment securities are generally subject to change in value when mortgage rates decline or increase, depending on the type of investment. Rising mortgage rates generally result in a slowing of refinancing activity, which slows prepayments and results in an unexpected decline in the value of the Company's fixed-rate Agency pools. To mitigate the impact of this risk, the Company maintains a portfolio of financial instruments, primarily fixed-rate interest-only securities, which increase in value when interest rates increase. In addition, the Company has initiated a limited number of TBA positions to further mitigate its exposure to increased prepayment speeds. The primary objective is to minimize the overall risk of loss in the value of the investment securities due to the

9

 
TWO HARBORS INVESTMENT CORP.  
Notes to the Consolidated Financial Statements - (continued)

change in fair value caused by interest rate changes and their interrelated impact on prepayments.
As of March 31, 2011 and December 31, 2010, the Company had outstanding fair value of $91.6 million and $18.4 million, respectively, of interest-only securities in place to economically hedge its investment securities. These interest-only securities are included in AFS securities, at fair value, in the consolidated balance sheets. In addition, the Company holds TBA positions with $150.0 million in long notional and $150.0 million in short notional as of March 31, 2011. The Company discloses these on a net basis in accordance with master netting arrangements resulting in a net fair market value of negative $2.2 million as of March 31, 2011, which are included in other liabilities in the condensed consolidated balance sheet. The Company did not hold any long or short notional TBA positions as of December 31, 2010.
Repurchase Agreements  - The Company monitors its repurchase agreements, which are generally floating rate debt, in relationship to the rate profile of its investment securities. When it is cost effective to do so, the Company may enter into interest rate swap arrangements to align the interest rate composition of its investment securities and debt portfolios, specifically repurchase agreements with maturities of less than 6 months. Typically, the interest receivable terms (i.e., LIBOR) of the interest rate swaps match the terms of the underlying debt, resulting in an effective conversion of the rate of the related repurchase agreement from floating to fixed.
As of March 31, 2011 and December 31, 2010, the Company had the following outstanding interest rate swaps that were utilized as economic hedges of interest rate risk associated with the Company's short-term repurchase agreements:
 
(notional in thousands)
 
 
 
 
 
 
March 31, 2011
Swaps Maturities
 
Notional Amounts
 
Average Fixed Pay Rate
 
Average Receive Rate
 
Average Maturity (Years)
2012
 
25,000
 
 
0.868
%
 
0.301
%
 
1.73
2013
 
725,000
 
 
1.023
%
 
0.307
%
 
2.02
2014
 
475,000
 
 
1.486
%
 
0.305
%
 
3.21
2015
 
395,000
 
 
1.880
%
 
0.283
%
 
4.21
2016
 
90,000
 
 
2.260
%
 
0.306
%
 
4.91
Total
 
1,710,000
 
 
 
 
 
 
 
(notional in thousands)
 
 
 
 
 
 
December 31, 2010
Swaps Maturities
 
Notional Amount
 
Average Fixed Pay Rate
 
Average Receive Rate
 
Average Maturity (Years)
2011
 
100,000
 
 
1.168
%
 
0.3425
%
 
0.96
 
2012
 
25,000
 
 
0.868
%
 
0.3080
%
 
1.98
 
2013
 
175,000
 
 
1.376
%
 
0.3055
%
 
2.61
 
2014
 
175,000
 
 
1.671
%
 
0.3026
%
 
3.96
 
2015
 
175,000
 
 
1.830
%
 
0.2874
%
 
4.84
 
Total
 
650,000
 
 
 
 
 
 
 
 
The Company has also entered into interest rate swaps in combination with U.S. Treasuries to economically hedge funding cost risk. As of March 31, 2011 and December 31, 2010, the Company held $299.3 million and $199.5 million, respectively, in fair value of U.S. Treasuries classified as trading securities and the following outstanding interest rate swaps:
 

10

 
TWO HARBORS INVESTMENT CORP.  
Notes to the Consolidated Financial Statements - (continued)

(notional in thousands)
 
 
 
 
 
 
March 31, 2011
Swaps Maturities
 
Notional Amounts
 
Average Fixed Pay Rate
 
Average Receive Rate
 
Average Maturity (Years)
2013
 
300,000
 
 
0.930
%
 
0.3125
%
 
1.90
Total
 
300,000
 
 
 
 
 
 
 
(notional in thousands)
 
 
 
 
 
 
December 31, 2010
Swaps Maturities
 
Notional Amounts
 
Average Fixed Pay Rate
 
Average Receive Rate
 
Average Maturity (Years)
2012
 
200,000
 
 
0.557
%
 
0.278
%
 
1.80
Total
 
200,000
 
 
 
 
 
 
 
 
All of the Company's interest rate swap contracts receive interest at a 1-month or 3-month LIBOR rate.
Additionally, as of March 31, 2011 and December 31, 2010, the Company had the following outstanding interest rate swaptions (agreements to enter into interest rate swaps in the future for which the Company would pay a fixed rate) that were utilized as macro-economic hedges:
March 31, 2011
(notional and dollars in thousands)
 
Option
 
Underlying Swap
Swaption
 
Cost
 
Fair Value
 
Average Months to Expiration
 
Notional Amount
 
Average Fixed Pay Rate
 
Average Receive Rate
 
Average Term (Years)
Payer
 
$
11,505
 
 
$
11,410
 
 
10.82
 
650,000
 
 
3.25
%
 
3M Libor
 
4.692
 
December 31, 2010
(notional and dollars in thousands)
 
Option
 
Underlying Swap
Swaption
 
Cost
 
Fair Value
 
Average Months to Expiration
 
Notional Amount
 
Average Fixed Pay Rate
 
Average Receive Rate
 
Average Term (Years)
Payer
 
$
3,348
 
 
$
4,028
 
 
11.23
 
100,000
 
 
3.52
%
 
3M Libor
 
8.5
 
 
The Company has not applied hedge accounting to its current derivative portfolio held to mitigate the interest rate risk associated with its debt portfolio. As a result, the Company is subject to volatility in its earnings due to movement in the unrealized gains and losses associated with its interest rate swaps and its other derivative instruments.
Foreign Currency Risk
In compliance with the Company's REIT requirements, the Company does not have exposure to foreign denominated assets or liabilities. As such, the Company is not subject to foreign currency risk.
Non-Risk Management Activities
The Company has entered into certain financial instruments that are considered derivative contracts under ASC 815 that are not for purposes of hedging. These contracts are currently limited to inverse interest-only residential mortgage securities and credit default swaps.
Inverse interest-only securities with a carrying value of $84.2 million, including accrued interest receivable, are accounted for as derivative financial instruments in the consolidated financial statements. The following table presents the amortized cost and carrying value (which approximates fair value) of inverse interest-only securities as of March 31, 2011 and December 31, 2010:
 

11

 
TWO HARBORS INVESTMENT CORP.  
Notes to the Consolidated Financial Statements - (continued)

(in thousands)
March 31, 2011
 
December 31, 2010
Face Value
$
622,651
 
 
$
219,459
 
Unamortized premium
 
 
 
Unamortized discount
 
 
 
Designated credit reserve
 
 
 
Net, unamortized
(541,282
)
 
(190,162
)
Amortized Cost
81,369
 
 
29,297
 
Gross unrealized gains
2,883
 
 
1,902
 
Gross unrealized losses
(1,298
)
 
(665
)
Carrying Value
$
82,954
 
 
$
30,534
 
 
As of March 31, 2011 and December 31, 2010, the Company also held credit default swaps where the Company provides credit protection for a fixed premium. The maximum payouts for these credit default swaps are limited to the current notional amounts of each swap contract. Maximum payouts for credit default swaps do not represent the expected future cash requirements, as the Company's credit default swaps are typically liquidated or expire and are not exercised by the holder of the credit default swaps.
The following tables represent credit default swaps where the Company is providing protection held as of March 31, 2011 and December 31, 2010:
(notional and dollars in thousands)
 
 
 
 
 
 
 
 
March 31, 2011
Maturity Date
 
Average Implied Credit Spread
 
Current Notional Amount
 
Fair Value
 
Upfront Payable
 
Unrealized Gain/(Loss)
7/25/2036
 
374.68
 
 
77,196
 
 
$
8,120
 
 
$
(7,001
)
 
$
1,119
 
(notional and dollars in thousands)
 
 
 
 
 
 
 
 
December 31, 2010
Maturity Date
 
Average Implied Credit Spread
 
Current Notional Amount
 
Fair Value
 
Upfront Payable
 
Unrealized Gain/(Loss)
7/25/2036
 
378.47
 
 
41,576
 
 
$
3,137
 
 
$
(3,554
)
 
$
(417
)
 
Credit Risk
The Company has limited its exposure to credit losses on its U.S. Treasuries and Agency portfolio of investment securities because these securities are issued by the U.S. Department of the Treasury or government sponsored entities, or GSEs. The payment of principal and interest on the FHLMC and FNMA mortgage-backed securities are guaranteed by those respective agencies, and the payment of principal and interest on the GNMA mortgage-backed securities are backed by the full faith and credit of the U.S. Government.
For non-Agency investment securities, the Company currently does not believe it is cost effective or beneficial to the Company's REIT status to hedge credit risk with derivative instruments, and accordingly, the Company does not hold derivative instruments to specifically hedge credit risk. However, the Company has processes and controls in place to monitor, analyze, manage and mitigate its credit risk with respect to non-Agency RMBS.
Derivative financial instruments contain an element of credit risk if counterparties are unable to meet the terms of the agreements. Credit risk associated with derivative financial instruments is measured as the net replacement cost should the counterparties that owe the Company under contracts completely fail to perform under the terms of these contracts, assuming there are no recoveries of underlying collateral, as measured by the market value of the derivative financial instruments. As of March 31, 2011, the fair value of derivative financial instruments as an asset and liability position was $106.2 million and $2.2 million, respectively.
The Company mitigates the credit risk exposure on derivative financial instruments by limiting the counterparties to those major banks and financial institutions that meet established credit guidelines, and the Company seeks to transact with several different counterparties in order to reduce the exposure to any single counterparty. Additionally, the Company

12

 
TWO HARBORS INVESTMENT CORP.  
Notes to the Consolidated Financial Statements - (continued)

reduces credit risk on the majority of its derivative instruments by entering into agreements that permit the closeout and netting of transactions with the same counterparty upon occurrence of certain events. To further mitigate the risk of counterparty default, the Company maintains collateral agreements with certain of its counterparties. The agreements require both parties to maintain cash deposits in the event the fair values of the derivative financial instruments exceed established thresholds. The Company has not received cash deposits from counterparties as of March 31, 2011. The Company has placed cash deposits of $17.3 million as of March 31, 2011 in accounts maintained by counterparties, of which the amounts are classified as restricted cash or due from counterparties on the consolidated balance sheet.
In accordance with ASC 815, as amended and interpreted, the Company records derivative financial instruments on its consolidated balance sheet as assets or liabilities at fair value. Changes in fair value are accounted for depending on the use of the derivative instruments and whether they qualify for hedge accounting treatment. Due to the volatility of the credit markets and difficulty in effectively matching pricing or cash flows, the Company has elected to treat all current derivative contracts as trading instruments.
Balance Sheet Presentation
The following table represents the gross fair value and notional amounts of the Company's derivative financial instruments treated as trading instruments as of March 31, 2011 and December 31, 2010.
 
(in thousands)
 
March 31, 2011
 
December 31, 2010
 
 
Derivative Assets
 
Derivative Liabilities
 
Derivative Assets
 
Derivative Liabilities
Trading instruments
 
Fair Value
Notional
 
Fair Value
Notional
 
Fair Value
Notional
 
Fair Value
Notional
Inverse interest-only securities
 
$
84,164
 
622,651
 
 
$
 
 
 
$
30,944
 
219,459
 
 
$
 
 
Interest rate swap agreements
 
2,459
 
2,010,000
 
 
 
 
 
 
 
 
(158
)
850,000
 
Credit default swap agreements
 
8,120
 
77,196
 
 
 
 
 
3,137
 
41,576
 
 
 
 
Swaptions
 
11,410
 
650,000
 
 
 
 
 
4,028
 
100,000
 
 
 
 
TBAs
 
 
 
 
(2,179
)
 
 
 
 
 
 
 
Total
 
$
106,153
 
3,359,847
 
 
$
(2,179
)
 
 
$
38,109
 
361,035
 
 
$
(158
)
850,000
 
 
The following table provides the average monthly outstanding notional amounts of the Company's derivative financial instruments treated as trading instruments for the three months ended March 31, 2011:
 
(in thousands)
 
Three Months Ended March 31, 2011
Trading instruments
 
Derivative Assets
 
Derivative Liabilities
Inverse interest-only securities
 
432,293
 
 
 
Interest rate swap agreements
 
1,285,944
 
 
 
Credit default swaps
 
75,008
 
 
 
Swaptions
 
282,778
 
 
 
TBAs
 
182,222
 
 
182,222
 
 
Income Statement Presentation
The following table summarizes the location and amount of gains and losses on derivative instruments reported in the consolidated statement of income on its derivative instruments.
 

13

 
TWO HARBORS INVESTMENT CORP.  
Notes to the Consolidated Financial Statements - (continued)

(in thousands)
 
 
 
 
 
 
Trading Instruments
 
Location of Gain/(Loss) Recognized in Income on Derivatives
 
Amount of Gain/(Loss) Recognized in Income on Derivatives
 
 
 
 
Three Months Ended March 31,
 
 
 
 
2011
 
2010
Risk Management Instruments
 
 
 
 
 
 
Interest Rate Contracts
 
 
 
 
 
 
Investment securities - RMBS
 
Gain on other derivative instruments
 
$
(258
)
 
$
809
 
Investment securities - U.S. Treasuries
 
Gain (loss) on interest rate swap and swaption agreements
 
(410
)
 
 
Repurchase agreements
 
Gain (loss) on interest rate swap and swaption agreements
 
2,349
 
 
(1,547
)
Non-Risk Management Instruments
 
 
 
 
 
 
Credit default swaps
 
Gain on other derivative instruments
 
2,338
 
 
 
Inverse interest-only securities
 
Gain on other derivative instruments
 
3,267
 
 
137
 
Total
 
 
 
$
7,286
 
 
$
(601
)
For the three months ended March 31, 2011, the Company terminated a total of four notional interest rate swap and swaption positions of $350.0 million. Upon settlement of the early terminations, the Company paid $0.4 million in full settlement of its net interest spread liability and received $1.3 million in realized gains on the swaps and swaptions, including an early termination penalty.
 
Note 8. Fair Value
Fair Value Measurements
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 clarifies that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices available in active markets (i.e., observable inputs) and the lowest priority to data lacking transparency (i.e., unobservable inputs). Additionally, ASC 820 requires an entity to consider all aspects of nonperformance risk, including the entity's own credit standing, when measuring fair value of a liability.
ASC 820 establishes a three level hierarchy to be used when measuring and disclosing fair value. An instrument's categorization within the fair value hierarchy is based on the lowest level of significant input to its valuation. Following is a description of the three levels:
 
Level 1
Inputs are quoted prices in active markets for identical assets or liabilities as of the measurement date. Additionally, the entity must have the ability to access the active market and the quoted prices cannot be adjusted by the entity.
Level 2
Inputs include quoted prices in active markets for similar assets or liabilities; quoted prices in inactive markets for identical or similar assets or liabilities; or inputs that are observable or can be corroborated by observable market data by correlation or other means for substantially the full-term of the assets or liabilities.
Level 3
Unobservable inputs are supported by little or no market activity. The unobservable inputs represent management's best assumptions of how market participants would price the assets and liabilities. Generally, Level 3 assets and liabilities are valued using pricing models, discounted cash flow methodologies, or similar techniques that require significant judgment or estimation.
 
Following are descriptions of the valuation methodologies used to measure material assets and liabilities at fair value and details of the valuation models, key inputs to those models and significant assumptions utilized.
Investment securities  - The Company holds a portfolio of available-for-sale and trading securities that are carried at fair value in the consolidated balance sheet. Available-for-sale securities are primarily comprised of Agency and non-

14

 
TWO HARBORS INVESTMENT CORP.  
Notes to the Consolidated Financial Statements - (continued)

Agency RMBS while the Company's U.S. Treasuries are classified as trading securities. The Company determines the fair value of its U.S. Treasuries and Agency RMBS based upon prices obtained from third-party pricing providers or broker quotes received using bid price, which are deemed indicative of market activity. In determining the fair value of its non-Agency RMBS, management judgment is used to arrive at fair value that considers prices obtained from third-party pricing providers, broker quotes received and other applicable market data. If observable market prices are not available or insufficient to determine fair value due to principally illiquidity in the marketplace, then fair value is based upon internally developed models that are primarily based on observable market-based inputs but also include unobservable market data inputs (including prepayment speeds, delinquency levels, and credit losses). The Company classified 100.0% of its U.S. Treasuries as Level 1 fair value assets at March 31, 2011. The Company classified 99.7% of its RMBS available for sale securities reported at fair value as Level 2 at March 31, 2011. Available-for-sale and trading securities account for 87.7% and 9.1% of all assets reported at fair value at March 31, 2011, respectively.
Derivative instruments  - The Company may enter into a variety of derivative financial instruments as part of its hedging strategies. The Company principally executes over-the-counter, or OTC, derivative contracts, such as interest rate swaps. The Company utilizes internally developed models that are widely accepted in the market to value their over-the-counter derivative contracts. The specific terms of the contract are entered into the model, as well as market observable inputs such as interest rate forward curves and interpolated volatility assumptions. As all significant inputs into these models are market observable, the Company classified 100% of the interest rate swaps, swaptions and credit default swaps reported at fair value as Level 2 at March 31, 2011.
The Company also enters into certain other derivative financial instruments, such as TBAs and inverse interest-only securities. These instruments are similar in form to the Company's AFS securities and the Company utilizes broker quotes to value these instruments. The Company classified 100% of its inverse interest-only securities at fair value as Level 2 at March 31, 2011. The Company reported 100% of its TBAs as Level 1 as of March 31, 2011.
The Company's Risk Management Committee governs trading activity relating to derivative instruments. The Company's policy is to minimize credit exposure related to financial derivatives used for hedging, by limiting the hedge counterparties to major banks, financial institutions, exchanges, and private investors who meet established capital and credit guidelines, as well as by limiting the amount of exposure to any individual counterparty.
The Company has netting arrangements in place with all derivative counterparties pursuant to standard documentation developed by the International Swap and Derivatives Association, or ISDA. Additionally, both the Company and the counterparty are required to post cash collateral based upon the net underlying market value of the Company's open positions with the counterparty. Posting of cash collateral typically occurs daily, subject to certain dollar thresholds. Due to the existence of netting arrangements, as well as frequent cash collateral posting at low posting thresholds, credit exposure to the Company and/or to the counterparty is considered materially mitigated. Based on the Company's assessment, there is no requirement for any additional adjustment to derivative valuations specifically for credit.
Recurring Fair Value
The following tables display the Company's assets and liabilities measured at fair value on a recurring basis. The Company often economically hedges the fair value change of its assets or liabilities with derivatives and other financial instruments. The tables below display the hedges separately from the hedged items, and therefore do not directly display the impact of the Company's risk management activities.
 
 
Recurring Fair Value Measurements
 
At March 31, 2011
(in thousands)
Level 1
 
Level 2
 
Level 3
 
Total
Assets
 
 
 
 
 
 
 
Available-for-sale securities
$
 
 
$
2,873,892
 
 
$
9,100
 
 
$
2,882,992
 
Trading securities
299,262
 
 
 
 
 
 
299,262
 
Derivative assets
 
 
106,153
 
 
 
 
106,153
 
Total assets
$
299,262
 
 
$
2,980,045
 
 
$
9,100
 
 
$
3,288,407
 
Liabilities
 
 
 
 
 
 
 
Derivative liabilities
$
2,179
 
 
$
 
 
$
 
 
$
2,179
 
Total liabilities
$
2,179
 
 
$
 
 
$
 
 
$
2,179
 
 

15

 
TWO HARBORS INVESTMENT CORP.  
Notes to the Consolidated Financial Statements - (continued)

 
Recurring Fair Value Measurements
 
At December 31, 2010
(in thousands)
Level 1
 
Level 2
 
Level 3
 
Total
Assets
 
 
 
 
 
 
 
Available-for-sale securities
$
 
 
$
1,345,805
 
 
$
8,600
 
 
$
1,354,405
 
Trading securities
199,523
 
 
 
 
 
 
199,523
 
Derivative assets
 
 
38,109
 
 
 
 
38,109
 
Total assets
$
199,523
 
 
$
1,383,914
 
 
$
8,600
 
 
$
1,592,037
 
Liabilities
 
 
 
 
 
 
 
Derivative liabilities
$
 
 
$
158
 
 
$
 
 
$
158
 
Total liabilities
$
 
 
$
158
 
 
$
 
 
$
158
 
 
The valuation of Level 3 instruments requires significant judgment by the third-party pricing providers and/or management. The third party pricing providers and/or management rely on inputs such as market price quotations from market makers (either market or indicative levels), original transaction price, recent transactions in the same or similar instruments, and changes in financial ratios or cash flows to determine fair value. Level 3 instruments may also be discounted to reflect illiquidity and/or non-transferability, with the amount of such discount estimated by the third party pricing provider in the absence of market information. Assumptions used by the third party pricing provider due to lack of observable inputs may significantly impact the resulting fair value and therefore the Company's financial statements. The Company's valuation committee reviews all valuations that are based on pricing information received from a third party pricing provider. As part of this review, prices are compared against other pricing or input data points in the marketplace, along with internal valuation expertise, to ensure the pricing is reasonable. In addition, the Company performs back-testing of pricing information to validate price information and identify any pricing trends of a third party price provider.
In determining fair value, third party pricing providers use various valuation approaches, including market and income approaches. Inputs that are used in determining fair value of an instrument may include pricing information, credit data, volatility statistics, and other factors. In addition, inputs can be either observable or unobservable.
The availability of observable inputs can vary by instrument and is affected by a wide variety of factors, including the type of instrument, whether the instrument is new and not yet established in the marketplace and other characteristics particular to the instrument. The third party pricing provider uses prices and inputs that are current as of the measurement date, including during periods of market dislocations. In periods of market dislocation, the availability of prices and inputs may be reduced for many instruments. This condition could cause an instrument to be reclassified to or from various levels within the fair value hierarchy.
Securities for which market quotations are readily available are valued at the bid price (in the case of long positions) or the ask price (in the case of short positions) at the close of trading on the date as of which value is determined. Exchange-traded securities for which no bid or ask price is available are valued at the last traded price.
OTC derivative contracts, including interest rate swaps, are valued by the Company using observable inputs, such as quotations received from the counterparty, dealers or brokers, whenever available and considered reliable. In instances where models are used, the value of an OTC derivative depends upon the contractual terms of, and specific risks inherent in, the instrument as well as the availability and reliability of observable inputs. Such inputs include market prices for reference securities, yield curves, credit curves, volatility measures, prepayment rates and correlation of such inputs. Certain OTC derivatives, such as swaps, have inputs which can generally be corroborated by market data and are therefore classified within Level 2.
The table below presents the reconciliation for all of the Company's Level 3 assets and liabilities measured at fair value on a recurring basis. The Level 3 items presented below may be hedged by derivatives and other financial instruments that are classified as Level 1 or Level 2. Thus, the table below does not fully reflect the impact of the Company's risk management activities.
 

16

 
TWO HARBORS INVESTMENT CORP.  
Notes to the Consolidated Financial Statements - (continued)

 
Level 3 Recurring Fair Value Measurements
 
Three Months Ended March 31, 2011
 
 
 
Total Net Gains Included in Net Income
 
 
 
 
 
 
 
 
 
 
(in thousands)
Beginning of Period Level 3 Fair Value
 
Realized Gains
 
Unrealized Gains
 
Other Comprehensive Income
 
Gross Purchases, Sales and Settlements (b)
 
Gross Transfers Into Level 3
 
Gross Transfers Out of Level 3
 
End of Period Level 3 Fair Value
Assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Available-for-sale securities
$
8,600
 
 
$
23
 
 
$
 
 
$
477
 
(a)
$
 
 
$
 
 
$
 
 
$
9,100
 
Derivative assets
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total assets
$
8,600
 
 
$
23
 
 
$
 
 
$
477
 
 
$
 
 
$
 
 
$
 
 
$
9,100
 
____________________
(a) Change in unrealized gains on available-for-sale securities recorded in equity as accumulated other comprehensive income.
(b)    There were no purchases, sales or settlements of the Company's Level 3 assets and liabilities during the three months ended March 31, 2011.
The Company did not incur transfers between Level 1 and Level 2 or Level 2 and Level 3 for the three months ended March 31, 2011. Transfers between Levels are deemed to take place on the first day of the reporting period in which the transfer has taken place.
Nonrecurring Fair Value
The Company may be required to measure certain assets or liabilities at fair value from time to time. These periodic fair value measures typically result from application of certain impairment measures under GAAP. These items would constitute nonrecurring fair value measures under ASC 820. As of March 31, 2011, the Company did not have any assets or liabilities measured at fair value on a nonrecurring basis. 
Fair Value of Financial Instruments
In accordance with ASC 820, the Company is required to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized in the consolidated balance sheet, for which fair value can be estimated.
The following describes the Company's methods for estimating the fair value for financial instruments. Descriptions are not provided for those items that have zero balances as of the current balance sheet date.
Available-for-sale securities, trading securities, derivative assets and liabilities are recurring fair value measurements; carrying value equals fair value. See discussion of valuation methods and assumptions within the Fair Value Measurements section of this footnote.
Cash and cash equivalents and restricted cash have a carrying value which approximates fair value because of the short maturities of these instruments.
The carrying value of repurchase agreements approximates fair value due to the maturities of less than one year of these financial instruments. The Company's repurchase agreements have floating rates based on an index plus a spread. These borrowings have been recently entered into and the credit spread is typically consistent with those demanded in the market. Accordingly, the interest rates on these borrowings are at market and thus carrying value approximates fair value.
 
Note 9. Repurchase Agreements
The Company had outstanding $2.6 billion of repurchase agreements, including repurchase agreements funding the Company's U.S. Treasuries of $298.9 million. Excluding the debt associated with the Company's U.S. Treasuries and the effect of the Company's interest rate swaps, the repurchase agreements had a weighted average borrowing rate of 0.58% and weighted average remaining maturities of 81 days as of March 31, 2011. The Company had outstanding $1.2 billion of repurchase agreements with a weighted average borrowing rate of 0.74% excluding the effect of the Company's interest rate swaps, and weighted average remaining maturities of 90 days as of December 31, 2010. As of March 31, 2011 and December 31, 2010, the debt associated with the Company's U.S. Treasuries had a weighted average borrowing rate of 0.22% and 0.28%, respectively.
At March 31, 2011 and December 31, 2010, the repurchase agreements had the following characteristics:
 

17

 
TWO HARBORS INVESTMENT CORP.  
Notes to the Consolidated Financial Statements - (continued)

(dollars in thousands)
 
March 31, 2011
 
December 31, 2010
Collateral Type
 
Amount Outstanding
 
Weighted Average Borrowing Rate
 
Amount Outstanding
 
Weighted Average Borrowing Rate
U.S. Treasuries
 
$
298,875
 
 
0.22
%
 
$
198,750
 
 
0.28
%
Agency RMBS
 
1,929,297
 
 
0.33
%
 
745,861
 
 
0.37
%
Non-Agency RMBS
 
326,306
 
 
2.02
%
 
201,976
 
 
2.05
%
Agency derivatives
 
61,553
 
 
0.90
%
 
23,216
 
 
1.07
%
Total
 
$
2,616,031
 
 
0.54
%
 
$
1,169,803
 
 
0.66
%
 
As of March 31, 2011, the Company's amounts outstanding under repurchase agreements includes $70.8 million of borrowings under the 364-day repurchase facility with Wells Fargo Bank National Association, or Wells Fargo. The facility provides an aggregate maximum borrowing capacity of $75 million and it is set to mature on August 3, 2011, unless extended pursuant to its terms. The facility is collateralized by non-Agency RMBS and its weighted average borrowing rate as of March 31, 2011 was 1.95%. The facility also subjects the Company to maintain certain financial covenants under the guaranty agreement with Wells Fargo. As of March 31, 2011, the Company is in compliance with these covenants.
At March 31, 2011 and December 31, 2010, the repurchase agreements had the following remaining maturities:
(in thousands)
March 31,
2011
 
December 31,
2010
Within 30 days
$
592,883
 
 
$
197,286
 
30 to 59 days
322,605
 
 
211,556
 
60 to 89 days
431,301
 
 
117,621
 
90 to 119 days
560,029
 
 
152,433
 
Over 120 days (1)
410,338
 
 
292,157
 
Open maturity (2)
298,875
 
 
198,750
 
Total
$
2,616,031
 
 
$
1,169,803
 
____________________
(1)
Over 120 days includes the amounts outstanding under the Wells Fargo 364-day borrowing facility.
(2)
Repurchase agreements collateralized by U.S. Treasuries include an open maturity period (i.e., rolling 1-day maturity) renewable at the discretion of either party to the agreements.
 
The following table summarizes assets at carrying value that are pledged or restricted as collateral for the future payment obligations of repurchase agreements:
 
(in thousands)
March 31,
2011
 
December 31,
2010
Available-for-sale securities, at fair value
$
2,521,201
 
 
$
1,090,598
 
Trading securities, at fair value
299,262
 
 
199,523
 
Cash and cash equivalents
15,000
 
 
14,467
 
Restricted cash
22,624
 
 
11,634
 
Due from counterparties
11,381
 
 
10,508
 
Derivative assets, at fair value
80,895
 
 
30,534
 
Total
$
2,950,363
 
 
$
1,357,264
 
Although the repurchase agreements are committed borrowings until maturity, the respective lender retains the right to mark the underlying collateral to fair value. A reduction in the value of pledged assets would require the Company to provide additional collateral or fund margin calls.
The following table summarizes certain characteristics of the Company's repurchase agreements and counterparty concentration at March 31, 2011 and December 31, 2010:

18

 
TWO HARBORS INVESTMENT CORP.  
Notes to the Consolidated Financial Statements - (continued)

 
 
March 31, 2011
 
December 31, 2010
(dollars in thousands)
Amount Outstanding
 
Net Counterparty Exposure(1)
 
Percent of Equity
 
Amount Outstanding
 
Net Counterparty Exposure(1)
 
Percent of Equity
Barclays Capital Inc.
$
215,660
 
 
$
65,471
 
 
10
%
 
$
168,291
 
 
$
45,060
 
 
12
%
All other counterparties
2,400,371
 
 
263,717
 
 
38
%
 
1,001,512
 
 
132,125
 
 
35
%
Total
$
2,616,031
 
 
$
329,188
 
 
 
 
$
1,169,803
 
 
$
177,185
 
 
 
____________________
(1) Represents the net carrying value of the securities sold under agreements to repurchase, including accrued interest plus any cash or assets on deposit to secure the repurchase obligation, over the amount of the repurchase liability, including accrued interest. At March 31, 2011 and December 31, 2010, the Company had $338.1 million and $231.7 million, respectively, in payables due to broker counterparties for unsettled security purchases. The payables are not included in the amounts presented above.
The Company does not anticipate any defaults by its repurchase agreement counterparties.
 
 
Note 10. Other Assets
Other assets as of March 31, 2011 and December 31, 2010 are summarized in the following table:
(in thousands)
 
 
 
 
March 31, 2011
 
December 31, 2010
Prepaid expenses
$
502
 
 
$
706
 
Deferred tax assets
72
 
 
554
 
Total other assets
$
574
 
 
$
1,260
 
 
 
Note 11. Other Liabilities
Other liabilities as of March 31, 2011 and December 31, 2010 are summarized in the following table:
(in thousands)
 
 
 
 
March 31, 2011
 
December 31, 2010
Derivative liabilities, at fair value
$
2,179
 
 
$
158
 
Income taxes payable
276
 
 
1
 
Total other liabilities
$
2,455
 
 
$
159
 
 
Note 12. Stockholders' Equity
Distributions to stockholders
On March 2, 2011, the Company declared dividends to common stockholders totaling $16.2 million, or $0.40 per share. The following table presents cash dividends declared by the Company on its common stock from October 28, 2009 through March 31, 2011:
 

19

 
TWO HARBORS INVESTMENT CORP.  
Notes to the Consolidated Financial Statements - (continued)

Declaration Date
 
Record Date
 
Payment Date
 
Cash Dividend Per Share
March 2, 2011
 
March 14, 2011
 
April 14, 2011
 
$
0.40
 
December 8, 2010
 
December 17, 2010
 
January 20, 2011
 
$
0.40
 
September 13, 2010
 
September 30, 2010
 
October 21, 2010
 
$
0.39
 
June 14, 2010
 
June 30, 2010
 
July 22, 2010
 
$
0.33
 
March 12, 2010
 
March 31, 2010
 
April 23, 2010
 
$
0.36
 
December 21, 2009
 
December 31, 2009
 
January 26, 2010
 
$
0.26
 
The Company's dividends declared in 2011, 2010 and 2009 are characterized as ordinary non-qualified dividends.
Accumulated Other Comprehensive Income
Accumulated other comprehensive income at March 31, 2011 and December 31, 2010 was as follows:
 
(in thousands)
March 31,
2011
 
December 31,
2010
Available-for-sale securities, at fair value
 
 
 
Unrealized gains
$
44,822
 
 
$
30,811
 
Unrealized losses
(13,088
)
 
(8,192
)
Accumulated other comprehensive income
$
31,734
 
 
$
22,619
 
Public offerings
On March 16, 2011, the Company completed a follow-on public offering of 25,000,000 shares of its common stock and subsequently issued an additional 3,750,000 shares of common stock pursuant to the underwriters' over-allotments at a price of $10.25 per share, for gross proceeds of approximately $294.7 million. Net proceeds to the Company from the offerings were approximately $287.8 million, net of issuance costs of approximately $6.9 million.
Dividend Reinvestment and Direct Stock Purchase Plan
The Company sponsors a dividend reinvestment and direct stock purchase plan through which stockholders may purchase additional shares of the Company's common stock by reinvesting some or all of the cash dividends received on shares of the Company's common stock. Stockholders may also make optional cash purchases of shares of the Company's common stock subject to certain limitation detailed in the plan prospectus. An aggregate of 7.5 million shares of our common stock has been reserved for issuance under the plan. As of March 31, 2011, 545 shares have been issued under the plan.
 
Note 13. Operating Expenses
Components of the Company's operating expenses for the three months ended March 31, 2011 and 2010 are presented in the following table:
 
Three Months Ended March 31,
 
2011
 
2010
Operating expenses:
 
 
 
General and administrative
$
1,105
 
 
$
647
 
Directors and officers' insurance
141
 
 
116
 
Professional fees
266
 
 
224
 
Total operating expenses
$
1,512
 
 
$
987
 
 
Note 14. Income Taxes
For the three months ended March 31, 2011, the Company has recognized $0.8 million of income tax expense related to both current and deferred income tax provisions in its taxable REIT subsidiary, or TRS. The Company's effective tax rate for the three months ended March 31, 2011 was an expense of 3.3%.

20

 
TWO HARBORS INVESTMENT CORP.  
Notes to the Consolidated Financial Statements - (continued)

For the three months ended March 31, 2011, the Company has recognized $0.4 million of deferred tax expense related to unrealized gains on derivative instruments, and $0.1 million of deferred tax expense related to unrealized gains on U.S. Treasuries held in its TRS.
For the three months ended March 31, 2011, the Company has recognized current federal tax expense of $0.3 million due to realized net gains on the U.S. Treasuries and derivative instruments the Company holds in its TRS.
The Company currently intends to distribute 100% of its REIT taxable income and comply with all its requirements to continue to qualify as a REIT, and therefore it has not recognized any federal or state tax provisions.
 
Note 15. Earnings Per Share
The following table presents a reconciliation of the earnings and shares used in calculating basic and diluted earnings per share, or EPS, for the three months ended March 31, 2011 and 2010:
 
Three Months Ended
 
March 31,
(in thousands, except share data)
2011
 
2010
Numerator:
 
 
 
Net income to common stockholders for basic and diluted earnings per share
$
22,377
 
 
$
5,327
 
Denominator:
 
 
 
Weighted average common shares
45,561,141
 
 
13,379,209
 
Weighted average restricted stock shares
51,235
 
 
22,159
 
Basic and diluted weighted average shares outstanding
45,612,376
 
 
13,401,368
 
Basic and Diluted Earnings Per Share:
$
0.49
 
 
$
0.40
 
 
For the three months ended March 31, 2011 and 2010, the Company has assumed that no warrants would be exercised as the weighted average market value per share of the Company's common stock was below the strike price of the warrants and the warrants would be anti-dilutive.
 
Note 16. Related Party Transactions
The following summary provides disclosure of the material transactions with affiliates of the Company.
In accordance with the Management Agreement with PRCM Advisers LLC, the Company incurred $1.6 million and $0.5 million as a management fee to PRCM Advisers LLC for the three months ended March 31, 2011 and 2010, respectively, which represents approximately 1.5% of stockholders' equity on an annualized basis as defined by the Management Agreement. In addition, the Company reimbursed PRCM Advisers LLC for direct and allocated costs incurred by PRCM Advisers LLC on behalf of the Company. These direct and allocated costs totaled approximately $0.9 million and $0.8 million for the three months ended March 31, 2011 and 2010, respectively.
The Company recognized $62,499 and $32,466 of compensation expense during the three months ended March 31, 2011 and 2010, respectively, associated with the amortization of shares of restricted stock issued to the independent directors.
As of March 31, 2011, there were 33,249,000 publicly-held registered warrants to purchase up to 33,249,000 shares of common stock issued and outstanding. Of the 33,249,000 warrants, 7,000,000 are beneficially owned by the founders of Capitol Acquisition Corp., or Capitol, the Company's TRS and 2,906,918 are beneficially owned by Nisswa Master Fund Ltd. and Nisswa Acquisition Master Fund Ltd., which are investment funds managed by Pine River. The Company is required to maintain a resale registration statement for the warrants and common stock issuable upon exercise thereof that are held by the founders, Nisswa Master Fund Ltd., and Nisswa Acquisition Master Fund Ltd.
 
Note 17. Subsequent Events
Events subsequent to March 31, 2011 were evaluated through the date these financial statements were issued.
 

21


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and accompanying notes included elsewhere in this Quarterly Report on Form 10-Q as well as our Annual Report on Form 10-K for the year ended December 31, 2010.
 
General
We are a Maryland corporation focused on investing in, financing and managing residential mortgage-backed securities, or RMBS, and related investments. We operate as a real estate investment trust, or REIT, as defined under the Internal Revenue Code of 1986, as amended, or the Code.
We are externally managed by PRCM Advisers LLC. PRCM Advisers is a wholly-owned subsidiary of Pine River Capital Management L.P., which we refer to as Pine River, a global multi-strategy asset management firm with an established track record of investing in our target assets and fixed income securities.
Our objective is to provide attractive risk-adjusted returns to our stockholders over the long term, primarily through dividends and secondarily through capital appreciation. We selectively acquire and manage an investment portfolio of our target assets, which we believe is constructed to generate attractive returns through market cycles. We focus on security selection and implement a relative value investment approach across various sectors within the residential mortgage market. Our target assets include the following:
 
Agency RMBS, meaning RMBS whose principal and interest payments are guaranteed by the Government National Mortgage Association (or Ginnie Mae), the Federal National Mortgage Association (or Fannie Mae), or the Federal Home Loan Mortgage Corporation (or Freddie Mac);
Non-Agency RMBS, meaning RMBS that are not issued or guaranteed by Ginnie Mae, Fannie Mae or Freddie Mac; and
Financial assets other than RMBS, comprising approximately 5% to 10% of the portfolio.
 
We seek to deploy moderate leverage as part of our investment strategy. We generally finance our target assets through short-term borrowings structured as repurchase agreements.
We compete with other investment vehicles for attractive investment opportunities. We rely on our management team and Pine River, who have developed strong relationships with a diverse group of financial intermediaries, to identify investment opportunities. In addition, we have benefited and expect to continue to benefit from Pine River's analytical and portfolio management expertise and infrastructure. We believe that our focus on the RMBS area, the extensive RMBS expertise of our investment team, our strong analytics and our disciplined relative value investment approach give us a competitive advantage over our peers.
We have elected to be treated as a REIT for U.S. federal income tax purposes. To qualify as a REIT we are required to meet certain investment and operating tests and annual distribution requirements. We generally will not be subject to U.S. federal income taxes on our taxable income to the extent that we annually distribute all of our net taxable income to stockholders, do not participate in prohibited transactions and maintain our intended qualification as a REIT. However, certain activities that we may perform may cause us to earn income which will not be qualifying income for REIT purposes. We have designated our subsidiary, Capitol, as a taxable REIT subsidiary, or TRS, as defined in the Code, to engage in such activities, and we may in the future form additional TRSs. We also operate our business in a manner that will permit us to maintain our exemption from registration under the Investment Company Act of 1940, as amended, or the 1940 Act.
 
Forward-Looking Statements
When used in this quarterly report on Form 10-Q, in future filings with the SEC or in press releases or other written or oral communications, statements which are not historical in nature, including those containing words such as “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or similar expressions, are intended to identify “forward-looking statements” within the meaning of Section 27A of the 1933 Act and Section 21E of the Securities Exchange Act of 1934, as amended (or 1934 Act), and, as such, may involve known and unknown risks, uncertainties and assumptions.
Statements regarding the following subjects, among others, may be forward-looking: changes in interest rates and the market value of our RMBS; changes in the prepayment rates on the mortgage loans securing our RMBS; our ability to borrow to finance our assets; implementation of or changes in government regulations or programs affecting our business; our ability to maintain our qualification as a REIT for federal income tax purposes; our ability to maintain our exemption from registration under the 1940 Act; and risks associated with investing in real estate assets, including changes in

22


business conditions and the general economy. These and other risks, uncertainties and factors, including those described in the annual, quarterly and current reports that we file with the SEC, could cause our actual results to differ materially from those projected in any forward-looking statements we make. All forward-looking statements speak only as of the date they are made. New risks and uncertainties arise over time and it is not possible to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
 
Factors Affecting our Operating Results
Our net interest income will include income from our RMBS portfolio and will reflect the amortization of purchase premiums and accretion of purchase discounts. Net interest income will fluctuate primarily as a result of changes in market interest rates, our financing costs, and prepayment speeds on our assets. Interest rates, financing costs and prepayment rates vary according to the type of investment, conditions in the financial markets, competition and other factors, none of which can be predicted with any certainty. Our operating results will also be affected by default rates and credit losses with respect to the mortgage loans underlying our non-Agency RMBS.
 
Fair Value Measurement
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants at the measurement date. It also establishes three levels of input to be used when measuring fair value:
 
Level 1
Inputs are quoted prices in active markets for identical assets or liabilities as of the measurement date. Additionally, the entity must have the ability to access the active market and the quoted prices cannot be adjusted by the entity.
Level 2
Inputs include quoted prices in active markets for similar assets or liabilities; quoted prices in inactive markets for identical or similar assets or liabilities; or inputs that are observable or can be corroborated by observable market data by correlation or other means for substantially the full-term of the assets or liabilities.
Level 3
Unobservable inputs are supported by little or no market activity. The unobservable inputs represent management's best assumptions of how market participants would price the assets and liabilities. Generally, Level 3 assets and liabilities are valued using pricing models, discounted cash flow methodologies, or similar techniques that require significant judgment or estimation.
 
We follow the fair value hierarchy set forth above in order to prioritize the data utilized to measure fair value. We strive to obtain quoted market prices in active markets (Level 1 inputs). If Level 1 inputs are not available, we will attempt to obtain Level 2 inputs, observable market prices in inactive markets or derive the fair value measurement using observable market prices for similar assets or liabilities. When neither Level 1 nor Level 2 inputs are available, we use Level 3 inputs and independent pricing service models to estimate fair value measurements. At March 31, 2011, approximately 89.8% of total assets, or $3.3 billion, and $2.2 million of total liabilities consisted of financial instruments recorded at fair value. As of March 31, 2011, we had $9.1 million of total assets reported at fair value using Level 3 inputs. See Note 8 to the Condensed Consolidated Financial Statements, included in this Quarterly Report on Form 10-Q, for descriptions of valuation methodologies used to measure material assets and liabilities at fair value and details of the valuation models, key inputs to those models and significant assumptions utilized.
A significant portion of our assets and liabilities are at fair value and therefore our consolidated balance sheet and income statement are significantly affected by fluctuations in market prices. Although we execute various hedging strategies to mitigate our exposure to changes in fair value, we cannot fully eliminate our exposure to volatility caused by fluctuations in market prices. Starting in 2007, markets for asset-backed securities, including RMBS, have experienced severe dislocations. While these market disruptions continue, our assets and liabilities will be subject to valuation adjustment as well as changes in the inputs we use to measure fair value.
For the three months ended March 31, 2011, our unrealized fair value gains on interest rate swap agreements, which are accounted for as derivatives trading instruments under GAAP, positively affected our financial results. The change in fair value of the interest rate swaps was a result of changes to LIBOR and corresponding counterparty borrowing rates during the three months ended March 31, 2011. Our financial results for the three months ended March 31, 2011 were favorably affected by unrealized fair value gains on certain U.S. Treasuries classified as trading instruments due to their short-term investment objectives. In addition, our financial results were favorably affected by certain other derivative instruments entered into by us in the first three months of 2011 that were accounted for as trading derivative instruments, i.e., TBAs, credit default swaps and inverse interest-only securities. Any temporary change in the fair value of our

23


available-for-sale securities is recorded as a component of accumulated other comprehensive income and does not impact our earnings.
We have numerous internal controls in place to help ensure the appropriateness of fair value measurements. Significant fair value measures are subject to detailed analytics, management review and approval. Our entire investment portfolio is priced by third-party brokers at the “bid side” of the market, and/or by independent pricing providers. We strive to obtain multiple market data points for each valuation. By utilizing “bid side” pricing, certain assets, especially the most recent purchases, may realize a markdown due to the “bid-offer” spread. To the extent that this occurs, any economic effect of this would be reflected in accumulated other comprehensive income. We back test the fair value measurements provided by the pricing providers against actual performance. We also monitor the market for recent trades, market surveys, or other market information that may be used to benchmark pricing provider inputs.