ARR 10-Q Quarterly Report Sept. 30, 2014

ARMOUR RESIDENTIAL REIT, INC.

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10-Q 1 arr-9302014x10q.htm 10-Q ARR-9.30.2014-10Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2014



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

ARMOUR RESIDENTIAL REIT, INC.

(Exact name of registrant as specified in its charter)



Maryland	001-34766	26-1908763
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

3001 Ocean Drive, Suite 201, Vero Beach, FL 32963

(Address of principal executive offices)(zip code)

(772) 617-4340

(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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer x Accelerated filer o 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 Exchange Act). YES o NO x

The number of outstanding shares of the Registrant’s common stock as of October 28, 2014 was 357,278,432 .

ARMOUR Residential REIT, Inc. and Subsidiary

TABLE OF CONTENTS



PART I. FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3. Quantitative and Qualitative Disclosures about Market Risk	45
Item 4. Controls and Procedures	47
PART II. OTHER INFORMATION	47
Item 1. Legal Proceedings	47
Item 1A. Risk Factors	48
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	48
Item 3. Defaults Upon Senior Securities	48
Item 4. Mine Safety Disclosures	48
Item 5. Other Information	48
Item 6. Exhibits	48

ARMOUR Residential REIT, Inc. and Subsidiary

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

(Unaudited)

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements



	September 30, 2014			December 31, 2013
Assets
Cash	$	542,789		$	496,478
Cash collateral posted to counterparties	32,896			35,917
Agency Securities, available for sale, at fair value (including pledged securities of $13,253,117 and $13,832,482)	13,669,810			14,648,178
Receivable for unsettled sales (including pledged securities of $2,992,703 in 2014)	3,002,570			—
Derivatives, at fair value	223,479			508,988
Principal payments receivable	487			70
Accrued interest receivable	44,436			42,034
Prepaid and other assets	1,345			852
Total Assets	$	17,517,812		$	15,732,517
Liabilities and Stockholders’ Equity
Liabilities:
Repurchase agreements	$	15,455,085		$	13,151,504
Cash collateral posted by counterparties	137,321			387,845
Payable for unsettled purchases	—			159,159
Derivatives, at fair value	76,429			102,795
Accrued interest payable- repurchase agreements	9,564			6,629
Accounts payable and other accrued expenses	3,413			23,357
Total Liabilities	$	15,681,812		$	13,831,289

Commitments and contingencies (Note 9)

Stockholders’ Equity:
Preferred stock, $0.001 par value, 50,000 shares authorized;
8.250% Series A Cumulative Preferred Stock; 2,181 issued and outstanding ($54,514 aggregate liquidation preference) at September 30, 2014 and December 31, 2013	2			2
7.875% Series B Cumulative Preferred Stock; 5,650 issued and outstanding ($141,250 aggregate liquidation preference) at September 30, 2014 and December 31, 2013	6			6
Common stock, $0.001 par value, 1,000,000 shares authorized, 357,275 and 357,613 shares issued and outstanding at September 30, 2014 and December 31, 2013	357			358
Additional paid-in capital	2,732,989			2,734,480
Accumulated deficit	(852,126		)	(643,138		)
Accumulated other comprehensive loss	(45,228		)	(190,480		)
Total Stockholders’ Equity	$	1,836,000		$	1,901,228
Total Liabilities and Stockholders’ Equity	$	17,517,812		$	15,732,517

See notes to condensed consolidated financial statements.

ARMOUR Residential REIT, Inc. and Subsidiary

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(Unaudited)



	For the Quarter Ended						For the Nine Months Ended
	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013
Interest income, net of amortization of premium on Agency Securities	$	107,481		$	112,418		$	344,455		$	384,215
Interest expense- repurchase agreements	(15,006		)	(17,899		)	(44,732		)	(66,969		)
Interest expense- U.S. Treasury Securities sold short	(160		)	—			(4,423		)	—
Net interest income	$	92,315		$	94,519		$	295,300		$	317,246
Other Income (Loss):
Realized gain (loss) on sale of Agency Securities (reclassified from Other comprehensive income (loss))	(12,390		)	(300,960		)	68,646			(261,569		)
Gain (loss) on short sale of U.S. Treasury Securities	3,086			35,255			(12,695		)	14,176
Subtotal	$	(9,304	)	$	(265,705	)	$	55,951		$	(247,393	)
Realized loss on derivatives (1)	(34,655		)	(37,262		)	(80,891		)	(105,173		)
Unrealized gain (loss) on derivatives	14,708			(11,821		)	(277,920		)	416,662
Subtotal	$	(19,947	)	$	(49,083	)	$	(358,811	)	$	311,489
Total Other Income (Loss)	$	(29,251	)	$	(314,788	)	$	(302,860	)	$	64,096
Expenses:
Management fee	6,963			6,483			20,893			20,985
Professional fees	616			773			2,791			2,299
Insurance	182			188			551			355
Compensation	684			1,859			2,130			2,373
Other	527			381			1,950			1,608
Total expenses	$	8,972		$	9,684		$	28,315		$	27,620
Income (loss) before taxes	54,092			(229,953		)	(35,875		)	353,722
Income tax benefit	—			10			—			10
Net Income (Loss)	$	54,092		$	(229,943	)	$	(35,875	)	$	353,732
Dividends declared on preferred stock	(3,905		)	(3,905		)	(11,718		)	(10,308		)
Net Income (Loss) available (related) to common stockholders	$	50,187		$	(233,848	)	$	(47,593	)	$	343,424
Net income (loss) available (related) per share to common stockholders (Note 12):
Basic	$	0.14		$	(0.63	)	$	(0.13	)	$	1.28
Diluted	$	0.14		$	(0.63	)	$	(0.13	)	$	1.27
Dividends declared per common share	$	0.15		$	0.21		$	0.45		$	0.66
Weighted average common shares outstanding:
Basic	357,196			370,818			357,266			268,202
Diluted	358,357			372,256			357,266			269,636

(1) Interest expense related to our interest rate swap contracts is recorded as realized loss on derivatives on the condensed consolidated statements of operations. For additional information, see Note 8 to the condensed consolidated financial statements.

See notes to condensed consolidated financial statements.

ARMOUR Residential REIT, Inc. and Subsidiary

CONDENSED CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME (LOSS)

(in thousands)

(Unaudited)



	For the Quarter Ended						For the Nine Months Ended
	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013
Net Income (Loss)	$	54,092		$	(229,943	)	$	(35,875	)	$	353,732
Other comprehensive income (loss):
Reclassification adjustment for realized (gain) loss on sale of available for sale Agency Securities	12,390			300,960			(68,646		)	261,569
Net unrealized gain (loss) on available for sale Agency Securities	(124,033		)	(51,778		)	213,898			(1,082,987		)
Other comprehensive income (loss)	$	(111,643	)	$	249,182		$	145,252		$	(821,418	)
Comprehensive Income (Loss)	$	(57,551	)	$	19,239		$	109,377		$	(467,686	)

See notes to condensed consolidated financial statements.

ARMOUR Residential REIT, Inc. and Subsidiary

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(in thousands, except per share amounts)

(Unaudited)



	Preferred Stock										Common Stock
	8.250% Series A					7.875% Series B
	Shares	Par Amount		Additional Paid-in Capital		Shares	Par Amount		Additional Paid-in Capital		Shares		Par Amount			Additional Paid-in Capital			Total Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total
Balance, January 1, 2014	2,181	$	2	$	53,172	5,650	$	6	$	136,547	357,613		$	358		$	2,544,761		$	2,734,480		$	(643,138	)	$	(190,480	)	$	1,901,228
Series A Preferred dividends declared	—	—		—		—	—		—		—		—			—			—			(3,375		)	—			(3,375		)
Series B Preferred dividends declared	—	—		—		—	—		—		—		—			—			—			(8,343		)	—			(8,343		)
Common stock dividends declared	—	—		—		—	—		—		—		—			—			—			(161,395		)	—			(161,395		)
Issuance of common stock, net	—	—		—		—	—		—		51		—			214			214			—			—			214
Stock based compensation, net of withholding requirements	—	—		—		—	—		—		211		—			879			879			—			—			879
Common stock repurchased	—	—		—		—	—		—		(600	)	(1		)	(2,584		)	(2,584		)	—			—			(2,585		)
Net loss	—	—		—		—	—		—		—		—			—			—			(35,875		)	—			(35,875		)
Other comprehensive income	—	—		—		—	—		—		—		—			—			—			—			145,252			145,252
Balance, September 30, 2014	2,181	$	2	$	53,172	5,650	$	6	$	136,547	357,275		$	357		$	2,543,270		$	2,732,989		$	(852,126	)	$	(45,228	)	$	1,836,000

See notes to condensed consolidated financial statements.

ARMOUR Residential REIT, Inc. and Subsidiary

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)



	For the Nine Months Ended
	September 30, 2014			September 30, 2013
Cash Flows From Operating Activities:
Net income (loss)	$	(35,875	)	$	353,732
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Net amortization of premium on Agency Securities	56,895			140,091
Realized (gain) loss on sale of Agency Securities	(68,646		)	261,569
(Gain) Loss on short sale of U.S. Treasury Securities	12,695			(14,176		)
Stock based compensation	879			1,221
Changes in operating assets and liabilities:
(Increase) decrease in accrued interest receivable	(2,417		)	9,445
Increase in prepaid and other assets	(486		)	(773		)
(Increase) decrease in derivatives, at fair value	259,143			(447,943		)
Increase (decrease) in accrued interest payable- repurchase agreements	2,935			(2,248		)
Decrease in accounts payable and other accrued expenses	(19,944		)	(698		)
Net cash provided by operating activities	$	205,179		$	300,220
Cash Flows From Investing Activities:
Purchases of Agency Securities	(10,738,277		)	(12,392,749		)
Principal repayments of Agency Securities	1,288,023			2,795,559
Proceeds from sales of Agency Securities	7,423,494			11,615,779
Disbursements on reverse repurchase agreements	(4,105,908		)	(11,239,305		)
Receipts from reverse repurchase agreements	4,105,908			11,239,305
(Increase) decrease in cash collateral	(247,503		)	528,661
Net cash (used in) provided by investing activities	$	(2,274,263	)	$	2,547,250
Cash Flows From Financing Activities:
Issuance of Series A Preferred stock, net of expenses	—			4,380
Issuance of Series B Preferred stock, net of expenses	—			136,553
Issuance of common stock, net of expenses	207			438,528
Proceeds from repurchase agreements	60,158,249			99,907,622
Principal repayments on repurchase agreements	(57,854,668		)	(103,356,193		)
Proceeds from short sales of U.S. Treasury Securities	1,011,705			2,789,560
Purchases of U.S. Treasury Securities	(1,024,400		)	(2,775,384		)
Series A Preferred stock dividends paid	(3,375		)	(3,356		)
Series B Preferred stock dividends paid	(8,343		)	(6,952		)
Common stock dividends paid	(161,395		)	(236,770		)
Common stock repurchased	(2,585		)	(20,260		)
Net cash provided by (used in) financing activities	$	2,115,395		$	(3,122,272	)
Net increase (decrease) in cash	46,311			(274,802		)
Cash - beginning of period	496,478			771,282
Cash - end of period	$	542,789		$	496,480
Supplemental Disclosure:
Cash paid during the period for interest	$	197,100		$	198,131
Non-Cash Investing and Financing Activities:
Receivable for unsettled sales	$	3,002,570		$	—
Payable for unsettled purchases	$	—		$	143,894
Net unrealized gain (loss) on available for sale Agency Securities	$	213,898		$	(1,082,987	)
Amounts receivable for issuance of common stock	$	7		$	7

See notes to condensed consolidated financial statements

ARMOUR Residential REIT, Inc. and Subsidiary

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

(Unaudited)

Note 1 – Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the quarter and nine months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the calendar year ending December 31, 2014 . These unaudited financial statements should be read in conjunction with the audited financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2013 .

The condensed consolidated financial statements include the accounts of ARMOUR Residential REIT, Inc. and its subsidiary. All intercompany accounts and transactions have been eliminated. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates affecting the accompanying condensed financial statements include the valuation of Agency Securities (as defined below) and derivative instruments.

Note 2 – Organization and Nature of Business Operations

References to “we,” “us,” “our,” "ARMOUR" or the “Company” are to ARMOUR Residential REIT, Inc. References to "ARRM" are to ARMOUR Residential Management LLC, a Delaware limited liability company.

We are an externally managed Maryland corporation organized in 2008, managed by ARRM, an investment advisor registered with the SEC (see Note 14, “Related Party Transactions” for additional discussion). We invest in residential mortgage backed securities issued or guaranteed by a United States (“U.S.”) Government-sponsored entity (“GSE”), such as the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac) or guaranteed by the Government National Mortgage Administration (Ginnie Mae) (collectively, "Agency Securities"). We also may invest in other securities backed by residential mortgages for which the payment of principal and interest is not guaranteed by a GSE or government agency (collectively, "Non-Agency Securities"). While we remain committed to investing in Agency Securities for so long as an adequate supply and pricing exists, we have the flexibility to invest in Non-Agency Securities and respond to changes in GSE policy as needed. At September 30, 2014 and December 31, 2013 , Agency Securities accounted for 100% of our securities portfolio. It is expected that the percentage will continue to be 100% or close thereto. Our securities portfolio consists primarily of Agency Securities backed by fixed rate home loans. From time to time, a portion of our assets may be invested in Agency Securities backed by hybrid adjustable rate and adjustable rate home loans as well as unsecured notes and bonds issued by GSEs, U.S. Treasuries and money market instruments, subject to certain income tests we must satisfy for our qualification as a real estate investment trust (“REIT”).

We have elected to be taxed as a REIT under the Internal Revenue Code (“the Code”). Our qualification as a REIT depends on our ability to meet, on a continuing basis, various complex requirements under the Code relating to, among other things, the sources of our gross income, the composition and values of our assets, our distribution levels and the concentration of ownership of our capital stock. We believe that we are organized in conformity with the requirements for qualification as a REIT under the Code and our manner of operations enables us to meet the requirements for taxation as a REIT for federal income tax purposes.

As a REIT, we will generally not be subject to federal income tax on the REIT taxable income that we currently distribute to our stockholders. If we fail to qualify as a REIT in any taxable year and do not qualify for certain statutory relief provisions, we will be subject to federal income tax at regular corporate rates. Even if we qualify as a REIT for federal income tax purposes, we may still be subject to some federal, state and local taxes on our income.

ARMOUR Residential REIT, Inc. and Subsidiary

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

(Unaudited)

Note 3 – Summary of Significant Accounting Policies

Cash

Cash includes cash on deposit with financial institutions. We may maintain deposits in federally insured financial institutions in excess of federally insured limits. However, management believes we are not exposed to significant credit risk due to the financial position and creditworthiness of the depository institutions in which those deposits are held.

Cash Collateral Posted To/By Counterparties

Cash collateral posted to/by counterparties represents cash posted by us to counterparties or posted by counterparties to us as collateral for our interest rate swap contracts (including swaptions), Eurodollar Futures Contracts (“Futures Contracts”) and repurchase agreements on our Agency Securities.

Agency Securities, Available For Sale

We generally intend to hold most of our Agency Securities for extended periods of time. We may, from time to time, sell any of our Agency Securities as part of the overall management of our securities portfolio. Management determines the appropriate classifications of the securities at the time they are acquired and evaluates the appropriateness of such classifications at each balance sheet date. At September 30, 2014 and December 31, 2013 , all of our Agency Securities were classified as available for sale securities. Agency Securities classified as available for sale are reported at their estimated fair values with unrealized gains and losses excluded from earnings and reported as part of the condensed consolidated statements of comprehensive income (loss).

Receivables and Payables for Unsettled Sales and Purchases

We account for purchases and sales of securities on the trade date, including purchases and sales for forward settlement. Receivables and payables for unsettled trades represent the agreed trade price times the outstanding balance of the securities at the balance sheet date.

Accrued Interest Receivable and Payable

Accrued interest receivable includes interest accrued between payment dates on Agency Securities. Accrued interest payable includes interest payable on our repurchase agreements and may, at certain times, contain interest payable on U.S. Treasury Securities sold short.

Repurchase Agreements

We finance the acquisition of our Agency Securities through the use of repurchase agreements. Our repurchase agreements are secured by our Agency Securities and bear interest rates that have historically moved in close relationship to the Federal Funds Rate and the London Interbank Offered Rate (“LIBOR”). Under these repurchase agreements, we sell Agency Securities to a lender and agree to repurchase the same Agency Securities in the future for a price that is higher than the original sales price. The difference between the sales price that we receive and the repurchase price that we pay represents interest paid to the lender. A repurchase agreement operates as a financing arrangement under which we pledge our Agency Securities as collateral to secure a loan which is equal in value to a specified percentage of the estimated fair value of the pledged collateral. We retain beneficial ownership of the pledged collateral. At the maturity of a repurchase agreement, we are required to repay the loan and concurrently receive back our pledged collateral from the lender or, with the consent of the lender, we may renew such agreement at the then prevailing interest rate. The repurchase agreements may require us to pledge additional assets to the lender in the event the estimated fair value of the existing pledged collateral declines.

In addition to the repurchase agreement financing discussed above, at certain times we have entered into reverse repurchase agreements with certain of our repurchase agreement counterparties. Under a typical reverse repurchase agreement, we purchase U.S. Treasury Securities from a borrower in exchange for cash and agree to sell the same securities in the future in exchange for a price that is higher than the original purchase price. The difference between the purchase price originally paid and the sale price represents interest received from the borrower. Reverse repurchase agreement receivables and repurchase agreement liabilities are presented net when they meet certain criteria, including being with the same counterparty, being governed by the same master repurchase agreement ("MRA"), settlement through the same brokerage or clearing account and maturing on the same day.

ARMOUR Residential REIT, Inc. and Subsidiary

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

(Unaudited)

Obligations to Return Securities Received as Collateral, at Fair Value

At certain times, we also sell to third parties the U.S. Treasury Securities received as collateral for reverse repurchase agreements and recognize the resulting obligation to return said U.S. Treasury Securities as a liability on our condensed consolidated balance sheets. Interest is recorded on the repurchase agreements, reverse repurchase agreements and U.S. Treasury Securities sold short on an accrual basis and presented as interest expense. Both parties to the transaction have the right to make daily margin calls based on changes in the fair value of the collateral received and/or pledged.

Derivatives, at Fair Value

We recognize all derivatives as either assets or liabilities at fair value on our condensed consolidated balance sheets. All changes in the fair values of our derivatives are reflected in our condensed consolidated statements of operations. We designate derivatives as hedges for tax purposes and any unrealized derivative gains or losses would not affect our distributable net taxable income.

Preferred Stock

At September 30, 2014 , we were authorized to issue up to 50,000 shares of preferred stock, par value $0.001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by our Board of Directors (“Board”) or a committee thereof.

Series A Cumulative Preferred Shares ( “ Series A Preferred Stock ” )

On June 6, 2012, we filed with the Maryland State Department of Assessments and Taxation to designate 1,610 shares of the 50,000 authorized preferred stock as 8.250% Series A Preferred Stock with the powers, designations, preferences and other rights as set forth therein. On July 13, 2012, we entered into an At Market Issuance Sales Agreement with MLV & Co. LLC, as our agent, to offer and sell, from time to time, up to 6,000 shares of Series A Preferred Stock. On July 27, 2012, we entered into an Equity Distribution Agreement with Citadel Securities LLC, as our agent, to offer and sell, from time to time, up to 2,000 shares of Series A Preferred Stock. At September 30, 2014 , there were 9,610 shares designated as Series A Preferred Stock.

At September 30, 2014 and December 31, 2013 , we had 2,181 shares of Series A Preferred Stock issued and outstanding with a par value of $0.001 per share and a liquidation preference of $25.00 per share, or $54,514 in the aggregate. At September 30, 2014 and December 31, 2013 , there were no accrued or unpaid dividends on the Series A Preferred Stock. The Series A Preferred Stock is entitled to a dividend at a rate of 8.250% per year based on the $25.00 per share liquidation preference before the common stock is entitled to receive any dividends. The Series A Preferred Stock is redeemable at $25.00 per share plus accrued and unpaid dividends exclusively at our option commencing on June 7, 2017 (subject to our right under limited circumstances to redeem the Series A Preferred Stock earlier in order to preserve our qualification as a REIT). The Series A Preferred Stock is senior to our common stock and therefore in the event of liquidation, dissolution or winding up, the Series A Preferred Stock will receive a liquidation preference of $25.00 per share plus accumulated and unpaid dividends before distributions are paid to holders of our common stock, with no right or claim to any of our remaining assets thereafter. The Series A Preferred Stock generally does not have voting rights, except if we fail to pay dividends on the Series A Preferred Stock for eighteen months, whether or not consecutive. Under such circumstances, the Series A Preferred Stock will be entitled to vote to elect two additional directors to the Board, until all unpaid dividends have been paid or declared and set aside for payment. The Series A Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless repurchased or redeemed by us or converted into our common stock in connection with a change of control by the holders of Series A Preferred Stock.

Series B Cumulative Preferred Shares ( “ Series B Preferred Stock ” )

On February 11, 2013, we filed with the Maryland State Department of Assessments and Taxation to designate 6,210 shares of the 50,000 authorized preferred stock as 7.875% Series B Preferred Stock with the powers, designations, preferences and other rights as set forth therein.

At September 30, 2014 and December 31, 2013 , we had 5,650 shares of Series B Preferred Stock issued and outstanding with a par value of $0.001 per share and a liquidation preference of $25.00 per share, or $141,250 in the aggregate. At September 30, 2014 and December 31, 2013 , there were no accrued or unpaid dividends on the Series B Preferred Stock. The Series B Preferred Stock is entitled to a dividend at a rate of 7.875% per year based on the $25.00 per share liquidation preference before the common

ARMOUR Residential REIT, Inc. and Subsidiary

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

(Unaudited)

stock is entitled to receive any dividends. The Series B Preferred Stock is redeemable at $25.00 per share plus accrued and unpaid dividends exclusively at our option commencing on February 12, 2018 (subject to our right under limited circumstances to redeem the Series A Preferred Stock earlier in order to preserve our qualification as a REIT). The Series B Preferred Stock is senior to our common stock and rank on parity with the Series A Preferred Stock. In the event of liquidation, dissolution or winding up, the Series B Preferred Stock will receive a liquidation preference of $25.00 per share plus accumulated and unpaid dividends before distributions are paid to holders of our common stock, with no right or claim to any of our remaining assets thereafter. The Series B Preferred Stock generally does not have voting rights, except if we fail to pay dividends on the Series B Preferred Stock for eighteen months, whether or not consecutive. Under such circumstances, the Series B Preferred Stock will be entitled to vote to elect two additional directors to the Board, until all unpaid dividends have been paid or declared and set aside for payment. The Series B Preferred Stock has no stated maturity, is not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless repurchased or redeemed by us or converted into our common stock in connection with a change of control by the holders of Series B Preferred Stock.

Common Stock

At September 30, 2014 , we were authorized to issue up to 1,000,000 shares of common stock, par value $0.001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by our Board. We had 357,275 shares of common stock issued and outstanding at September 30, 2014 and 357,613 shares of common stock issued and outstanding at December 31, 2013 .

Common Stock Repurchased

On March 5, 2014, our Board increased the authorization under our common stock repurchase program (the "Repurchase Program") to 50,000 shares of our common stock outstanding. Under the Repurchase Program, shares may be purchased in the open market, including block trades, through privately negotiated transactions, or pursuant to a trading plan separately adopted in the future. The timing, manner, price and amount of any repurchases will be at our discretion, subject to the requirements of the Securities Exchange Act of 1934, as amended, and related rules. We are not required to repurchase any shares under the Repurchase Program and it may be modified, suspended or terminated at any time for any reason. We do not intend to purchase shares from our Board or other affiliates. Under Maryland law, such repurchased shares are treated as authorized but unissued. For the nine months ended September 30, 2014 , we repurchased 600 shares of our common stock under the Repurchase Program for an aggregate of $2,585 . At September 30, 2014 , there were 49,400 remaining shares authorized for repurchase under our Repurchase Program.

Revenue Recognition

Interest income is earned and recognized on Agency Securities based on their unpaid principal amounts and their contractual terms. Premiums and discounts associated with the purchase of Agency Securities are amortized or accreted into interest income over the actual lives of the securities, reflecting actual prepayments as they occur.

Fair Value of Agency Securities : We invest in Agency Securities representing interests in or obligations backed by pools of fixed rate, hybrid adjustable rate and adjustable rate mortgage loans. The authoritative literature requires us to classify our investments as either trading, available for sale or held to maturity securities. Management determines the appropriate classifications of the securities at the time they are acquired and evaluates the appropriateness of such classifications at each balance sheet date. We currently classify all of our Agency Securities as available for sale. Agency Securities classified as available for sale are reported at their estimated fair values with unrealized gains and losses excluded from earnings and reported as part of the statements of comprehensive income (loss).

Security purchase and sale transactions, including purchase of "when issued" securities, are recorded on the trade date. Gains or losses realized from the sale of securities are included in income and are determined using the specific identification method.

Impairment of Assets : We evaluate Agency Securities for other than temporary impairment at least on a quarterly basis and more frequently when economic or market concerns warrant such evaluation. We consider an impairment to be other than temporary if we (1) have the intent to sell the Agency Securities, (2) believe it is more likely than not that we will be required to

ARMOUR Residential REIT, Inc. and Subsidiary

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

(Unaudited)

sell the securities before recovery (for example, because of liquidity requirements or contractual obligations) or (3) a credit loss exists. Impairment losses recognized establish a new cost basis for the related Agency Securities.

Comprehensive Income (Loss)

Comprehensive income (loss) refers to changes in equity during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period, except those resulting from investments by owners and distributions to owners.

Note 4 – Recent Accounting Pronouncements

In June 2014, the Financial Accounting Standards Board issued ASU 2014-11, Repurchase-to Maturity Transactions, Repurchase Financing, and Disclosures, Transfers and Servicing (Topic 860). We do not have repurchase-to-maturity transactions or repurchase financing arrangements of the type covered by ASU 2014-11, therefore this change will not affect our condensed consolidated balance sheets or statements of operations. The amendment also requires certain additional disclosures about repurchase agreements beginning with our second quarter 2015 financial statements.

Note 5 – Fair Value of Financial Instruments

Our valuation techniques for financial instruments are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from third party sources, while unobservable inputs reflect management’s market assumptions. The Accounting Standards Codification Topic No. 820, “Fair Value Measurement,” classifies these inputs into the following hierarchy:

Level 1 Input s - Quoted prices for identical instruments in active markets.

Level 2 Inputs - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Inputs - Prices determined using significant unobservable inputs. Unobservable inputs may be used in situations where quoted prices or observable inputs are unavailable (for example, when there is little or no market activity for an investment at the end of the period). Unobservable inputs reflect management’s assumptions about the factors that market participants would use in pricing an asset or liability, and would be based on the best information available.

The following describes the valuation methodologies used for our assets and liabilities measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy. Any transfers between levels are assumed to occur at the beginning of the reporting period.

Cash - Cash includes cash on deposit with financial institutions. The carrying amount of cash is deemed to be its fair value. Our cash balances are classified as Level 1. Cash balances posted by us to counterparties or posted by counterparties to us as collateral are classified as Level 2 because they are integrally related to the Company's repurchase financing and interest rate swap agreements, which are classified as Level 2.

Agency Securities, Available for Sale - Fair value for the Agency Securities in our securities portfolio is based on obtaining a valuation for each Agency Security from third party pricing services and/or dealer quotes. The third party pricing services use common market pricing methods that may include pricing models that may incorporate such factors as coupons, prepayment speeds, spread to the Treasury curves and interest rate swap curves, duration, periodic and life caps and credit enhancement. If the fair value of an Agency Security is not available from the third party pricing services or such data appears unreliable, we obtain quotes from up to three dealers who make markets in similar Agency Securities. In general, the dealers incorporate common market pricing methods, including a spread measurement to the Treasury curve or interest rate swap curve as well as underlying characteristics of the particular Agency Security including coupon, periodic and life caps, collateral type, rate reset period and seasoning or age of the Agency Security. Management reviews pricing used to ensure that current market conditions are properly reflected. This review includes, but is not limited to, comparisons of similar market transactions or alternative third party pricing services, dealer quotes and comparisons to a third party pricing model. Fair values obtained from the third party pricing services for similar instruments are classified as Level 2 securities if the inputs to the pricing models used are consistent with the Level 2 definition. If quoted prices for a security are not reasonably available from the third party pricing service, but dealer quotes are,

ARMOUR Residential REIT, Inc. and Subsidiary

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

(Unaudited)

the security will be classified as a Level 2 security. If neither is available, management will determine the fair value based on characteristics of the security that we receive from the issuer and based on available market information received from dealers and classify it as a Level 3 security. At September 30, 2014 and December 31, 2013 , all of our Agency Security fair values are classified as Level 2 based on the inputs used by our third party pricing services and dealer quotes.

Receivables and Payables for Unsettled Sales and Purchases - The carrying amount is generally deemed to be fair value because of the relatively short time to settlement. Such receivables and payables are classified as Level 2 because they are effectively secured by the related securities and could potentially be subject to counterparty credit considerations.

Repurchase Agreements - The fair value of repurchase agreements reflects the present value of the contractual cash flows discounted at the estimated LIBOR based market interest rates at the valuation date for repurchase agreements with a term equivalent to the remaining term to interest rate repricing, which may be at maturity, of our repurchase agreements. The fair value of the repurchase agreements approximates their carrying amount due to the short-term nature of these financial instruments. Our repurchase agreements are classified as Level 2.

Derivative Transactions - Our Futures Contracts are traded on the Chicago Mercantile Exchange (“CME”) and are classified as Level 1. The fair values of our interest rate swap contracts and interest rate swaptions are valued using third party pricing services that incorporate common market pricing methods that may include current interest rate curves, forward interest rate curves and market spreads to interest rate curves. Management compares pricing used to dealer quotes to ensure that the current market conditions are properly reflected. The fair values of our interest rate swap contracts and our interest rate swaptions are classified as Level 2.

The following tables provide a summary of our assets and liabilities that are measured at fair value on a recurring basis at September 30, 2014 and December 31, 2013 .



	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance at September 30, 2014
Assets at Fair Value:
Agency Securities, available for sale	$	—	$	13,669,810	$	—	$	13,669,810
Derivatives	$	—	$	223,479	$	—	$	223,479
Liabilities at Fair Value:
Derivatives	$	414	$	76,015	$	—	$	76,429

There were no transfers of assets or liabilities between the levels of the fair value hierarchy during the nine months ended September 30, 2014 .



	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance at December 31, 2013
Assets at Fair Value:
Agency Securities, available for sale	$	—	$	14,648,178	$	—	$	14,648,178
Derivatives	$	—	$	508,988	$	—	$	508,988
Liabilities at Fair Value:
Derivatives	$	1,503	$	101,292	$	—	$	102,795

ARMOUR Residential REIT, Inc. and Subsidiary

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

(Unaudited)

There were no transfers of assets or liabilities between the levels of the fair value hierarchy during the year ended December 31, 2013 .

The following tables provide a summary of the carrying values and fair values of our financial assets and liabilities not carried at fair value but for which fair value is required to be disclosed at September 30, 2014 and December 31, 2013 .



September 30, 2014					Fair Value Measurements using:
	Carrying Value		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial Assets:
Cash	$	542,789	$	542,789	$	542,789	$	—	$	—
Cash collateral posted to counterparties	$	32,896	$	32,896	$	—	$	32,896	$	—
Receivable for unsettled sales	$	3,002,570	$	3,002,570	$	—	$	3,002,570	$	—
Principal payments receivable	$	487	$	487	$	—	$	487	$	—
Accrued interest receivable	$	44,436	$	44,436	$	—	$	44,436	$	—
Financial Liabilities:
Repurchase agreements	$	15,455,085	$	15,455,085	$	—	$	15,455,085	$	—
Cash collateral posted by counterparties	$	137,321	$	137,321	$	—	$	137,321	$	—
Accrued interest payable- repurchase agreements	$	9,564	$	9,564	$	—	$	9,564	$	—



December 31, 2013					Fair Value Measurements using:
	Carrying Value		Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Financial Assets:
Cash	$	496,478	$	496,478	$	496,478	$	—	$	—
Cash collateral posted to counterparties	$	35,917	$	35,917	$	—	$	35,917	$	—
Principal payments receivable	$	70	$	70	$	—	$	70	$	—
Accrued interest receivable	$	42,034	$	42,034	$	—	$	42,034	$	—
Financial Liabilities:
Repurchase agreements	$	13,151,504	$	13,151,504	$	—	$	13,151,504	$	—
Cash collateral posted by counterparties	$	387,845	$	387,845	$	—	$	387,845	$	—
Payable for unsettled purchases	$	159,159	$	159,159	$	—	$	159,159	$	—
Accrued interest payable- repurchase agreements	$	6,629	$	6,629	$	—	$	6,629	$	—

ARMOUR Residential REIT, Inc. and Subsidiary

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

(Unaudited)

Note 6 – Agency Securities, Available for Sale

All of our Agency Securities are classified as available for sale and, as such, are reported at their estimated fair value and changes in fair value reported as part of the statements of comprehensive income (loss). At September 30, 2014 and December 31, 2013 , investments in Agency Securities accounted for 100% of our securities portfolio.

We evaluated our Agency Securities with unrealized losses at September 30, 2014 , September 30, 2013 and December 31, 2013 , to determine whether there was an other than temporary impairment. The decline in value of our Agency Securities in 2013 was solely due to market conditions and not the credit quality of the assets. All of our Agency Securities are issued and guaranteed by GSEs or Ginnie Mae. The GSEs have a long term credit rating of AA+. At September 30, 2014 , September 30, 2013 and December 31, 2013 , we also considered whether we intended to sell Agency Securities and whether it was more likely than not that we could meet our liquidity requirements and contractual obligations without selling Agency Securities. There was no other than temporary impairment recognized for the quarter and nine months ended September 30, 2014 and September 30, 2013 . At December 31, 2013 , anticipating portfolio repositioning sales in the first quarter of 2014, we concluded that the December 31, 2013 unrealized losses on our 25-year and 30-year fixed rate Agency Securities represented an other than temporary impairment. Accordingly, at December 31, 2013 , we recognized losses totaling $401,500 in our 2013 statements of operations, thereby establishing a new cost basis for those Agency Securities with aggregate fair value of $6,800,000 at December 31, 2013 . We also determined that at December 31, 2013 , there was no other than temporary impairment of our other Agency Securities, which are primarily 20-year and 15-year fixed rate securities.

At September 30, 2014 , we had the following Agency Securities in an unrealized gain or loss position as presented below. The components of the carrying value of our Agency Securities at September 30, 2014 are also presented below. Our Agency Securities had a weighted average coupon of 3.41% at September 30, 2014 .



September 30, 2014	Amortized Cost		Gross Unrealized Loss			Gross Unrealized Gain		Fair Value		Percent of Total
Fannie Mae
ARMs & Hybrids	$	42,353	$	(320	)	$	650	$	42,683	0.31	%
Multi-Family MBS	791,986		(3,303		)	4,065		792,748		5.80
10 Year Fixed	5,093		(6		)	181		5,268		0.04
15 Year Fixed	7,928,108		(12,229		)	15,031		7,930,910		58.02
20 Year Fixed	2,656,449		(33,310		)	6,524		2,629,663		19.24
Total Fannie Mae	$	11,423,989	$	(49,168	)	$	26,451	$	11,401,272	83.41	%

Freddie Mac
ARMs & Hybrids	15,029		(67		)	277		15,239		0.11
10 Year Fixed	300		(5		)	4		299		0.00
15 Year Fixed	251,146		(1,442		)	1,996		251,700		1.84
20 Year Fixed	1,942,409		(28,420		)	4,519		1,918,508		14.04
Total Freddie Mac	$	2,208,884	$	(29,934	)	$	6,796	$	2,185,746	15.99	%

Ginnie Mae
ARMs & Hybrids	81,762		(217		)	816		82,361		0.60
15 Year Fixed	403		—			28		431		0.00
Total Ginnie Mae	$	82,165	$	(217	)	$	844	$	82,792	0.60	%
Total Agency Securities	$	13,715,038	$	(79,319	)	$	34,091	$	13,669,810	100.00	%

There were no unsettled purchases at September 30, 2014 .

ARMOUR Residential REIT, Inc. and Subsidiary

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

(Unaudited)

At December 31, 2013 , we had the following securities in an unrealized gain or loss position as presented below. The components of the carrying value of our Agency Securities at December 31, 2013 are also presented below. Our Agency Securities had a weighted average coupon of 3.52% at December 31, 2013 .



December 31, 2013	Amortized Cost		Gross Unrealized Loss			Gross Unrealized Gain		Fair Value		Percent of Total
Fannie Mae
ARMs&Hybrids	$	55,266	$	(48	)	$	1,174	$	56,392	0.40	%
10 Year Fixed	1,144		—			25		1,169		0.01
15 Year Fixed	2,556,986		(20,420		)	2,257		2,538,823		17.33
20 Year Fixed	2,876,743		(104,357		)	56		2,772,442		18.93
25 Year Fixed	207,946		—			—		207,946		1.42
30 Year Fixed	5,230,008		—			—		5,230,008		35.70
Total Fannie Mae	$	10,928,093	$	(124,825	)	$	3,512	$	10,806,780	73.79	%

Freddie Mac
ARMs&Hybrids	17,281		(29		)	428		17,680		0.12
10 Year Fixed	406		(6		)	2		402		0.00
15 Year Fixed	295,357		(3,287		)	1,560		293,630		2.00
20 Year Fixed	2,093,482		(69,617		)	694		2,024,559		13.82
25 Year Fixed	67,436		—			—		67,436		0.46
30 Year Fixed	1,290,623		—			—		1,290,623		8.81
Total Freddie Mac	$	3,764,585	$	(72,939	)	$	2,684	$	3,694,330	25.21	%

Ginnie Mae
ARMs&Hybrids	145,558		(64		)	1,129		146,623		1.00
15 Year Fixed	422		—			23		445		0.00
Total Ginnie Mae	$	145,980	$	(64	)	$	1,152	$	147,068	1.00	%
Total Agency Securities	$	14,838,658	$	(197,828	)	$	7,348	$	14,648,178	100.00	%

Included in the table above are unsettled purchases with an aggregate cost of $159,159 and estimated fair value of $158,850 at December 31, 2013 .

Actual maturities of Agency Securities are generally shorter than stated contractual maturities because actual maturities of Agency Securities are affected by the contractual lives of the underlying mortgages, periodic payments of principal and prepayments of principal.

The following table summarizes the weighted average lives of our Agency Securities at September 30, 2014 and December 31, 2013 .



	September 30, 2014				December 31, 2013
Weighted Average Life of all Agency Securities	Fair Value		Amortized Cost		Fair Value		Amortized Cost
Less than one year	$	—	$	—	$	2	$	2
Greater than or equal to one year and less than three years	244,448		244,182		20,289		20,127
Greater than or equal to three years and less than five years	11,927,860		11,961,241		3,809,418		3,837,530
Greater than or equal to five years	1,497,502		1,509,615		10,818,469		10,980,999
Total Agency Securities	$	13,669,810	$	13,715,038	$	14,648,178	$	14,838,658

ARMOUR Residential REIT, Inc. and Subsidiary

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

(Unaudited)

We use a third party model to calculate the weighted average lives of our Agency Securities. Weighted average life is calculated based on expectations for estimated prepayments for the underlying mortgage loans of our Agency Securities. These estimated prepayments are based on assumptions such as interest rates, current and future home prices, housing policy and borrower incentives. The weighted average lives of our Agency Securities at September 30, 2014 and December 31, 2013 in the table above are based upon market factors, assumptions, models and estimates from the third party model and also incorporate management’s judgment and experience. The actual weighted average lives of our Agency Securities could be longer or shorter than estimated.

The following table presents the unrealized losses and estimated fair value of our Agency Securities by length of time that such securities have been in a continuous unrealized loss position at September 30, 2014 and December 31, 2013 .



	Unrealized Loss Position For:
	Less than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
September 30, 2014	$	4,762,694	$	(16,858	)	$	3,202,140	$	(62,461	)	$	7,964,834	$	(79,319	)
December 31, 2013	$	7,175,317	$	(197,536	)	$	17,737	$	(292	)	$	7,193,054	$	(197,828	)

During the quarter and nine months ended September 30, 2014 , we sold $3,646,212 and $10,428,693 of Agency Securities, which resulted in realized (loss) gain of $(12,390) and $68,646 , respectively. During the quarter and nine months ended September 30, 2013 , we sold $6,037,750 and $10,969,751 of Agency Securities resulting in realized losses of $(300,960) and $(261,569) , respectively.

Note 7 – Repurchase Agreements

The following table represents the contractual repricing regarding our repurchase agreements to finance Agency Security purchases at September 30, 2014 and December 31, 2013 .



	September 30, 2014				December 31, 2013
	Repurchase Agreements		Weighted Average Contractual Rate		Repurchase Agreements		Weighted Average Contractual Rate
Within 30 days	$	6,038,884	0.35	%	$	3,990,434	0.41	%
31 days to 60 days	6,278,655		0.35	%	7,098,298		0.41	%
61 days to 90 days	1,423,371		0.36	%	1,226,694		0.44	%
Greater than 90 days	1,714,175		0.45	%	836,078		0.43	%
Total or Weighted Average	$	15,455,085	0.36	%	$	13,151,504	0.42	%

The following table represents the MRAs and other information regarding our repurchase agreements to finance Agency Security purchases at September 30, 2014 and December 31, 2013 .



	September 30, 2014		December 31, 2013
Number of MRAs	37		35
Number of counterparties with repurchase agreements outstanding	30		27
Weighted average maturity in days	54		45
Haircut for repurchase agreements (1)	4.90	%	4.96	%


(1)	The Haircut represents the weighted average margin requirement, or the percentage amount by which the collateral value must exceed the loan amount. Among other things, it is a measure of our unsecured credit risk to our lenders.

ARMOUR Residential REIT, Inc. and Subsidiary

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

(Unaudited)

We have 7 repurchase agreement counterparties that individually account for between 5% and 10% of our aggregate borrowings. In total, these counterparties accounted for approximately 43.94% of our repurchase agreement borrowings outstanding at September 30, 2014 .

During the nine months ended September 30, 2014 , we sold short $1,011,705 of U.S. Treasury Securities. During the quarter ended September 30, 2014 we did not sell any U.S. Treasury Securities. In July 2014, we purchased $1,024,400 of U.S. Treasury Securities to close out the short positions resulting in a net realized loss of $(12,695) . During the nine months ended September 30, 2013 , we sold short $2,789,560 of U.S. Treasury Securities. During the quarter ended September 30, 2013 we did not sell any U.S. Treasury Securities. During the quarter and nine months ended September 30, 2013 , we had purchases of $1,840,683 and $2,775,384 , respectively, of U.S. Treasury Securities resulting in realized gains of $35,255 and $14,176 , respectively.

Note 8 – Derivatives

We enter into derivative transactions to manage our interest rate risk exposure. These transactions include entering into interest rate swap contracts and interest rate swaptions as well as purchasing or selling Futures Contracts. These transactions are designed to lock in funding costs for repurchase agreements associated with our assets in such a way to help assure the realization of net interest margins. Such transactions are based on assumptions about prepayments which, if not realized, will cause transaction results to differ from expectations.

We have agreements with our swap (including swaption) counterparties that provide for the posting of collateral based on the fair values of our interest rate swap contracts. Through this margin process, either we or our swap counterparty may be required to pledge cash or Agency Securities as collateral. Collateral requirements vary by counterparty and change over time based on the market value, notional amount and remaining term of the contracts. Certain interest rate swap contracts provide for cross collateralization and cross default with repurchase agreements and other contracts with the same counterparty.

Interest rate swaptions generally provide us the option to enter into an interest rate swap agreement at a certain point of time in the future with a predetermined notional amount, stated term and stated rate of interest in the fixed leg and interest rate index on the floating leg.

Our Futures Contracts are traded on the CME which requires the use of daily mark-to-market collateral and the CME provides substantial credit support. The collateral requirements of the CME require us to pledge assets under a bi-lateral margin arrangement, including either cash or Agency Securities and these requirements may vary and change over time based on the market value, notional amount and remaining term of the Futures Contracts. In the event we are unable to meet a margin call under one of our Futures Contracts, the counterparty to such agreement may have the option to terminate or close-out all of the outstanding Futures Contracts with us. In addition, any close-out amount due to the counterparty upon termination of the counterparty’s transactions would be immediately payable by us pursuant to the applicable agreement.

The following tables present information about interest rate swap contracts, interest rate swaptions and Futures Contracts which are included in derivatives on the accompanying condensed consolidated balance sheets at September 30, 2014 and December 31, 2013 .

ARMOUR Residential REIT, Inc. and Subsidiary

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

(Unaudited)

September 30, 2014



Derivative Type	Remaining / Underlying Term	Weighted Average Remaining Swap / Option Term (Months)	Weighted Average Rate		Notional Amount		Asset Fair Value (1)		Liability Fair Value (1)
Interest rate swap contracts	0-12 Months	8	1.12	%	$	905,000	$	—	$	(9,070	)
Interest rate swap contracts	13-24 Months	18	1.24	%	2,925,000		—		(51,862		)
Interest rate swap contracts	25-36 Months	34	0.63	%	350,000		3,785		—
Interest rate swap contracts	37-48 Months	40	1.00	%	300,000		4,500		—
Interest rate swap contracts	49-60 Months	0	0.00	%	—		—		—
Interest rate swap contracts	61-72 Months	64	1.48	%	300,000		8,016		—
Interest rate swap contracts	73-84 Months	0	0.00	%	—		—		—
Interest rate swap contracts	85-96 Months	94	1.47	%	2,450,000		121,822		—
Interest rate swap contracts	97-108 Months	101	2.08	%	2,800,000		85,356		—
Interest rate swap contracts	109-120 Months	0	0.00	%	—		—		—
Interest rate swap contracts	121-132 Months	123	2.66	%	1,000,000		—		(15,083		)
Futures Contracts	0-15 Months	8	2.13	%	25,000		—		(414		)
Interest rate swaptions	60 Months	0	2.72	%	2,450,000		—		—
Interest rate swaptions	120 Months	0	3.73	%	1,000,000		—		—
Total or Weighted Average		51	1.94	%	$	14,505,000	$	223,479	$	(76,429	)


(1)	See Note 5, “Fair Value of Financial Instruments” for additional discussion.

December 31, 2013



Derivative Type	Remaining / Underlying Term	Weighted Average Remaining Swap / Option Term (Months)	Weighted Average Rate		Notional Amount		Asset Fair Value (1)		Liability Fair Value (1)
Interest rate swap contracts	0-12 Months	2	1.14	%	$	200,000	$	—	$	(2,089	)
Interest rate swap contracts	13-24 Months	17	1.13	%	920,000		—		(18,095		)
Interest rate swap contracts	25-36 Months	28	1.23	%	2,900,000		—		(81,108		)
Interest rate swap contracts	37-48 Months	43	0.63	%	350,000		2,614		—
Interest rate swap contracts	49-60 Months	49	1.00	%	300,000		3,817		—
Interest rate swap contracts	61-72 Months	0	0.00	%	—		—		—
Interest rate swap contracts	73-84 Months	73	1.48	%	300,000		11,112		—
Interest rate swap contracts	85-96 Months	0	0.00	%	—		—		—
Interest rate swap contracts	97-108 Months	103	1.47	%	2,450,000		195,221		—
Interest rate swap contracts	109-120 Months	110	2.08	%	2,800,000		184,456		—
Futures Contracts	0-21 Months	13	1.97	%	55,000		—		(1,503		)
Interest rate swaptions	60 Months	9	2.73	%	4,000,000		35,937		—
Interest rate swaptions	120 Months	6	3.16	%	1,750,000		75,831		—
Total or Weighted Average		47	1.98	%	$	16,025,000	$	508,988	$	(102,795	)


(1)	See Note 5, “Fair Value of Financial Instruments” for additional discussion.

ARMOUR Residential REIT, Inc. and Subsidiary

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

(Unaudited)

We have netting arrangements in place with all derivative counterparties pursuant to standard documentation developed by the International Swap and Derivatives Association. We are also required to post or hold cash collateral based upon the net underlying market value of our open positions with the counterparty.

The following tables present information about interest rate swap contracts, interest rate swaptions and Futures Contracts and the potential effects of netting if we were to offset the assets and liabilities of these financial instruments on the accompanying condensed consolidated balance sheets. Currently, we present these financial instruments at their gross amounts and they are included in derivatives, at fair value on the accompanying condensed consolidated balance sheet at September 30, 2014 .



September 30, 2014			Gross Amounts Not Offset in the Condensed Consolidated Balance Sheet
Assets	Gross and Net Amounts of Assets Presented in the Condensed Consolidated Balance Sheet		Financial Instruments			Cash Collateral			Net Amount
Interest rate swap contracts	$	223,479	$	(76,015	)	$	(79,079	)	$	68,385
Interest rate swaptions	—		—			—			—
Totals	$	223,479	$	(76,015	)	$	(79,079	)	$	68,385



September 30, 2014				Gross Amounts Not Offset in the Condensed Consolidated Balance Sheet
Liabilities	Gross and Net Amounts of Liabilities Presented in the Condensed Consolidated Balance Sheet			Financial Instruments		Cash Collateral		Net Amount
Interest rate swap contracts	$	(76,015	)	$	76,015	$	—	$	—
Futures Contracts	(414		)	—		465		51
Totals	$	(76,429	)	$	76,015	$	465	$	51



December 31, 2013			Gross Amounts Not Offset in the Condensed Consolidated Balance Sheet
Assets	Gross and Net Amounts of Assets Presented in the Condensed Consolidated Balance Sheet		Financial Instruments			Cash Collateral			Net Amount
Interest rate swap contracts	$	397,219	$	(101,292	)	$	(313,229	)	$	(17,302	)
Interest rate swaptions	111,769		—			—			111,769
Totals	$	508,988	$	(101,292	)	$	(313,229	)	$	94,467

ARMOUR Residential REIT, Inc. and Subsidiary

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

(Unaudited)



December 31, 2013				Gross Amounts Not Offset in the Condensed Consolidated Balance Sheet
Liabilities	Gross and Net Amounts of Liabilities Presented in the Condensed Consolidated Balance Sheet			Financial Instruments		Cash Collateral		Net Amount
Interest rate swap contracts	$	(101,292	)	$	101,292	$	—	$	—
Futures Contracts	(1,503		)	—		1,599		96
Totals	$	(102,795	)	$	101,292	$	1,599	$	96

The following table represents the location and information regarding our derivatives which are included in Other Income (Loss) in the accompanying condensed consolidated statements of operations for the quarter and nine months ended September 30, 2014 and September 30, 2013 .



		Income (Loss) Recognized
		For the Quarter Ended						For the Nine Months Ended
Derivatives	Location on condensed consolidated statements of operations	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013
Interest rate swap contracts:
Realized gain	Realized loss on derivatives	$	—		$	380		$	—		$	380
Interest income	Realized loss on derivatives	3,511			4,306			10,253			13,464
Interest expense	Realized loss on derivatives	(37,940		)	(43,725		)	(113,328		)	(119,456		)
Changes in fair value	Unrealized gain (loss) on derivatives	15,341			(5,257		)	(186,322		)	395,237
		$	(19,088	)	$	(44,296	)	$	(289,397	)	$	289,625
Interest rate swaptions:
Realized gain	Realized loss on derivatives	—			2,353			23,318			2,353
Changes in fair value	Unrealized gain (loss) on derivatives	(857		)	(7,049		)	(92,686		)	19,591
		$	(857	)	$	(4,696	)	$	(69,368	)	$	21,944
Futures Contracts:
Realized loss	Realized loss on derivatives	(226		)	(576		)	(1,134		)	(1,914		)
Changes in fair value	Unrealized gain (loss) on derivatives	224			485			1,088			1,834
		$	(2	)	$	(91	)	$	(46	)	$	(80	)
Totals		$	(19,947	)	$	(49,083	)	$	(358,811	)	$	311,489

Note 9 – Commitments and Contingencies

Management Agreement with ARRM

As discussed in Note 14 “ Related Party Transactions, ” we are externally managed by ARRM pursuant to a management agreement (the “Management Agreement”), which was most recently amended on February 25, 2014. The Management Agreement entitles ARRM to receive a management fee payable monthly in arrears. Currently, the monthly management fee is 1/12th of the sum of (a) 1.5% of gross equity raised up to $1.0 billion plus (b) 0.75% of gross equity raised in excess of $1.0 billion . The cost of repurchased stock and any dividend representing a return of capital for tax purposes will reduce the amount of gross equity

ARMOUR Residential REIT, Inc. and Subsidiary

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

(Unaudited)

raised used to calculate the monthly management fee. At September 30, 2014 , the effective management fee was 1.03% based on gross equity raised. The ARRM monthly management fee is not calculated based on the performance of our assets. Accordingly, the payment of our monthly management fee may not decline in the event of a decline in our earnings and may cause us to incur losses. We are also responsible for any costs and expenses that ARRM incurred solely on behalf of ARMOUR other than the various overhead expenses specified in the terms of the Management Agreement. ARRM is further entitled to receive a termination fee from us under certain circumstances.

Indemnifications and Litigation

We enter into certain contracts that contain a variety of indemnifications, principally with ARRM and underwriters, against third party claims for errors and omissions in connection with their services to us. We have not incurred any costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the estimated fair value of these agreements, as well as the maximum amount attributable to past events, is not material. Accordingly, we have no liabilities recorded for these agreements at September 30, 2014 and December 31, 2013 .

We are not party to any pending, threatened or contemplated litigation.

Note 10 – Stock Based Compensation

We adopted the 2009 Stock Incentive Plan (the “Plan”) to attract, retain and reward directors and other persons who provide services to us in the course of operations. The Plan authorizes the Board to grant awards including common stock, restricted shares of common stock, stock options, performance shares, performance units, stock appreciation rights and other equity and cash-based awards (collectively “Awards”), subject to terms as provided in the Plan.

On May 8, 2014, our stockholders approved an amendment to the Plan to increase the number of shares issuable thereunder from 2,000 to 15,000 shares and the Plan was amended accordingly. Approximately 150 shares awarded in 2013 were awarded subject to stockholder approval of an increase in the number of shares issuable under the Plan. Accordingly, those 150 shares are shown below as awarded during the nine months ended September 30, 2014 .

Transactions related to awards for the nine months ended September 30, 2014 are summarized below:



	September 30, 2014
	Number of Awards		Weighted Average Grant Date Fair Value per Award
Unvested Awards Outstanding beginning of period	1,329		$	6.94
Awards issued upon stockholders' approval of Plan amendment	150		$	6.78
Vested	(318	)	$	7.08
Unvested Awards Outstanding end of period	1,161		$	6.91

At September 30, 2014 , there was approximately $4,744 of unvested non-cash stock based compensation related to the Awards (based on the September 30, 2014 stock price of $3.85 per share), that we expect to recognize as an expense over the remaining average service period of 2.0 years .

ARMOUR Residential REIT, Inc. and Subsidiary

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

(Unaudited)

Note 11 – Stockholders’ Equity

Dividends

The following table presents our common stock dividend transactions for the nine months ended September 30, 2014 .



Record Date	Payment Date	Rate per common share		Aggregate amount paid to holders of record
January 15, 2014	January 30, 2014	$	0.05	$	17,954
February 14, 2014	February 27, 2014	$	0.05	$	17,954
March 17, 2014	March 28, 2014	$	0.05	$	17,945
April 15, 2014	April 29, 2014	$	0.05	$	17,925
May 15, 2014	May 29, 2014	$	0.05	$	17,924
June 16, 2014	June 27, 2014	$	0.05	$	17,924
July 15, 2014	July 30, 2014	$	0.05	$	17,923
August 15, 2014	August 29, 2014	$	0.05	$	17,923
September 15, 2014	September 29, 2014	$	0.05	$	17,923
Total dividends paid				$	161,395

The following table presents our Series A Preferred Stock dividend transactions for the nine months ended September 30, 2014 .



Record Date	Payment Date	Rate per Series A Preferred Share		Aggregate amount paid to holders of record
January 15, 2014	January 27, 2014	$	0.17	$	375
February 15, 2014	February 27, 2014	$	0.17	$	375
March 15, 2014	March 27, 2014	$	0.17	$	375
April 15, 2014	April 28, 2014	$	0.17	$	375
May 15, 2014	May 27, 2014	$	0.17	$	375
June 15, 2014	June 27, 2014	$	0.17	$	375
July 15, 2014	July 28, 2014	$	0.17	$	375
August 15, 2014	August 27, 2014	$	0.17	$	375
September 15, 2014	September 29, 2014	$	0.17	$	375
Total dividends paid				$	3,375

The following table presents our Series B Preferred Stock dividend transactions for the nine months ended September 30, 2014 .

ARMOUR Residential REIT, Inc. and Subsidiary

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

(Unaudited)



Record Date	Payment Date	Rate per Series B Preferred Share		Aggregate amount paid to holders of record
January 15, 2014	January 27, 2014	$	0.16	$	927
February 15, 2014	February 27, 2014	$	0.16	$	927
March 15, 2014	March 27, 2014	$	0.16	$	927
April 15, 2014	April 28, 2014	$	0.16	$	927
May 15, 2014	May 27, 2014	$	0.16	$	927
June 15, 2014	June 27, 2014	$	0.16	$	927
July 15, 2014	July 28, 2014	$	0.16	$	927
August 15, 2014	August 27, 2014	$	0.16	$	927
September 15, 2014	September 29, 2014	$	0.16	$	927
Total dividends paid				$	8,343

Equity Capital Raising Activities

The following table presents our equity transactions for the nine months ended September 30, 2014 .



Transaction Type	Completion Date	Number of Shares	Per Share price (1)		Net Proceeds
Common stock dividend reinvestment program	January 27, 2014 through September 29, 2014	51	$	4.19	$	214


(1)	Weighted average price

Common Stock Repurchases

The following table presents our common stock repurchases for the nine months ended September 30, 2014 .

Transaction Type

Completion Date

Number of
Shares

Per Share price (1)

Net Cost

Repurchased common shares

March 12, 2014 through March 14, 2014

600

4.31

2,585


(1)	Weighted average price

Note 12 – Income (Loss) per Common Share

The following table presents a reconciliation of net income (loss) and the shares used in calculating weighted average basic and diluted earnings per common share for the quarter and nine months ended September 30, 2014 and September 30, 2013 .



	For the Quarter Ended						For the Nine Months Ended
	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013
Net Income (loss)	$	54,092		$	(229,943	)	$	(35,875	)	$	353,732
Less: Preferred dividends	(3,905		)	(3,905		)	(11,718		)	(10,308		)
Net income (loss) available (related) to common stockholders	$	50,187		$	(233,848	)	$	(47,593	)	$	343,424

Weighted average common shares outstanding – basic	357,196			370,818			357,266			268,202
Add: Effect of dilutive non-vested awards, assumed vested	1,161			1,438			—			1,434
Weighted average common shares outstanding – diluted	358,357			372,256			357,266			269,636

Note 13 – Income Taxes

The following table reconciles our GAAP net income to estimated REIT taxable income for the quarter and nine months ended September 30, 2014 and September 30, 2013 .



	For the Quarter Ended						For the Nine Months Ended
	September 30, 2014			September 30, 2013			September 30, 2014			September 30, 2013
GAAP net income (loss)	$	54,092		$	(229,943	)	$	(35,875	)	$	353,732
Book to tax differences:
Changes in interest rate contracts	(14,709		)	9,664			254,602			(418,819		)
(Gains) Losses on Security Sales	9,304			225,676			(55,951		)	247,393
Amortization of deferred hedging gains (costs)	344			(1,611		)	1,099			(1,119		)
Net premium amortization differences	—			—			(5,609		)	—
Other	(44		)	(7		)	(32		)	8
Estimated taxable income	$	48,987		$	3,779		$	158,234		$	181,195

Interest rate contracts are treated as hedging transactions for tax purposes. Unrealized gains and losses on open interest rate contracts are not included in the determination of taxable income. Realized gains and losses on interest rate contracts terminated before their maturity are deferred and amortized over the remainder of the original term of the contract.

The aggregate tax basis of our assets and liabilities was less than our total Stockholders’ Equity at September 30, 2014 by approximately $132,189 , or approximately $0.37 per common share (based on the 357,275 common shares then outstanding).

We are required and intend to timely distribute substantially all of our REIT taxable income in order to maintain our REIT status under the Code. Total dividend payments to stockholders were $57,675 and $173,113 for the quarter and nine months ended September 30, 2014 . Our estimated REIT taxable income available to pay dividends was $48,987 and $158,234 for the quarter and nine months ended September 30, 2014 . Realized losses on derivatives for the nine months ended September 30, 2014 include realized gains on swaptions of $23,318 which are amortized for tax purposes over the 10 year terms of the referenced interest rate swap contract. There were no realized gains on swaptions for the quarter ended September 30, 2014 . Our taxable REIT income and dividend requirements to maintain our REIT status are determined on an annual basis. Dividends paid in excess of taxable REIT income for the year (including amounts carried forward from prior years) will generally not be taxable to common stockholders.

Net capital losses realized in 2013 and 2014 totaling $(579,322) and $(327,286) will be available to offset future capital gains realized through 2018 and 2019, respectively.

Our management is responsible for determining whether tax positions taken by us are more likely than not to be sustained on their merits. We have no material unrecognized tax benefits or material uncertain tax positions.

Note 14 – Related Party Transactions

We are externally managed by ARRM pursuant to the Management Agreement. All of our executive officers are also employees of ARRM. ARRM manages our day-to-day operations, subject to the direction and oversight of the Board. The Management Agreement expires after an initial term of ten years on June 18, 2022 and is thereafter automatically renewed for an additional five -year term unless terminated under certain circumstances. Either party must provide 180 days prior written notice of any such termination.

Under the terms of the Management Agreement, ARRM is responsible for costs incident to the performance of its duties, such as compensation of its employees and various overhead expenses. ARRM is responsible for the following primary roles:

ARMOUR Residential REIT, Inc. and Subsidiary

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except per share amounts)

(Unaudited)


•	Advising us with respect to, arranging for and managing the acquisition, financing, management and disposition of, elements of our investment portfolio;


•	Evaluating the duration risk and prepayment risk within the investment portfolio and arranging borrowing and hedging strategies;


•	Coordinating capital raising activities;


•	Advising us on the formulation and implementation of operating strategies and policies, arranging for the acquisition of assets, monitoring the performance of those assets and providing administrative and managerial services in connection with our day-to-day operations; and


•	Providing executive and administrative personnel, office space and other appropriate services required in rendering management services to us.

In accordance with the Management Agreement, we incurred $6,963 and $20,893 in management fees for the quarter and nine months ended September 30, 2014 . For the quarter and nine months ended September 30, 2013 , we incurred $6,483 and $20,985 in management fees.

We are required to take actions as may be reasonably required to permit and enable ARRM to carry out its duties and obligations. We are also responsible for any costs and expenses that ARRM incurred solely on behalf of ARMOUR other than the various overhead expenses specified in the terms of the Management Agreement. For the quarter and nine months ended September 30, 2014 , we reimbursed ARRM $358 and $1,236 , respectively, for other expenses incurred on our behalf and $216 and $694 , respectively, for stock based compensation expense. For the quarter and nine months ended September 30, 2013 , we reimbursed ARRM $396 and $1,179 , respectively, for expenses incurred on our behalf and $236 and $871 , respectively, for stock based compensation expense (see Note 10, “Stock Based Compensation” for additional discussion).

Pursuant to a Sub-Management Agreement between ARMOUR, ARRM and Staton Bell Blank Check LLC (“SBBC”), ARRM is responsible for the monthly payment of a sub-management fee to SBBC in an amount equal to 25% of the monthly management fee earned by ARRM, net of expenses. In October 2014, SBBC elected to continue to act as sub-managers for ARRM. As part of the Company’s founding in 2009, SBBC had the option to relinquish its sub-management agreement in exchange for a lump sum cash payment from us in November 2014. The option formula would have resulted in ARMOUR paying SBBC $33.6 million in cash and receiving the ongoing sub-management fee. SBBC allowed the option to expire unexercised.

Note 15 – Interest Rate Risk

Our primary market risk is interest rate risk. Interest rates are highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors beyond our control. Changes in the general level of interest rates can affect net interest income, which is the difference between the interest income earned and the interest expense incurred in connection with the liabilities, by affecting the spread between the interest-earning assets and interest-bearing liabilities. Changes in the level of interest rates also can affect the value of Agency Securities and our ability to realize gains from the sale of these assets. A decline in the value of the Agency Securities pledged as collateral for borrowings under repurchase agreements could result in the counterparties demanding additional collateral pledges or liquidation of some of the existing collateral to reduce borrowing levels.

Note 16 – Subsequent Events

On October 27, 2014, a cash dividend of $0.17 per outstanding share of Series A Preferred Stock, or $375 in the aggregate, and $0.16 per outstanding share of Series B Preferred Stock, or $927 in the aggregate, was paid to holders of record on October 15, 2014.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this report.

References to “we,” “us,” “our,” “ARMOUR” or the “Company” are to ARMOUR Residential REIT, Inc. References to “ARRM” are to ARMOUR Residential Management LLC, a Delaware limited liability company. Refer to the Glossary of Terms for definitions of capitalized terms and abbreviations used in this report.

Dollar amounts are presented in thousands, except per share amounts or as otherwise noted.

Overview

We are a Maryland corporation formed to invest in and manage a leveraged portfolio of MBS and mortgage loans. The securities we invest in are issued or guaranteed by a GSE, such as Fannie Mae, the Freddie Mac, or guaranteed by Ginnie Mae (collectively, Agency Securities). Our securities portfolio consists primarily of Agency Securities backed by fixed rate home loans. From time to time, a portion of our assets may be invested in Agency Securities backed by hybrid adjustable rate and adjustable rate home loans as well as unsecured notes and bonds issued by GSEs, U.S. Treasuries and money market instruments, subject to certain income tests we must satisfy for our qualification as a REIT. Our charter permits us to invest in Agency Securities and Non-Agency Securities. At September 30, 2014 and December 31, 2013 , Agency Securities account for 100% of our securities portfolio. It is expected that the percentage will continue to be 100% or close thereto.

We are externally managed by ARRM, pursuant to the Management Agreement, which was most recently amended on February 25, 2014. ARRM is an investment advisor registered with the SEC. ARRM is also the external manager of JAVELIN, a publicly traded REIT, which invests in and manages a leveraged portfolio of Agency Securities and Non-Agency Securities. Our executive officers also serve as the executive officers of JAVELIN.

We seek attractive long-term investment returns by investing our equity capital and borrowed funds in our targeted asset class of Agency Securities. We earn returns on the spread between the yield on our assets and our costs, including the interest cost of the funds we borrow, after giving effect to our hedges. We identify and acquire Agency Securities, finance our acquisitions with borrowings under a series of short-term repurchase agreements at the most competitive interest rates available to us and then cost-effectively hedge our interest rate and other risks based on our entire portfolio of assets, liabilities and derivatives and our management’s view of the market. Successful implementation of this approach requires us to address interest rate risk, maintain adequate liquidity and effectively hedge interest rate risks. We believe that the residential mortgage market will undergo significant changes in the coming years as the role of GSEs, such as Fannie Mae and Freddie Mac, is diminished, which we expect will create attractive investment opportunities for us. We execute our business plan in a manner consistent with our intention of qualifying as a REIT under the Code and avoiding regulation as an investment company under the 1940 Act.

We have elected to be taxed as a REIT under the Code. We will generally not be subject to federal income tax to the extent that we distribute our taxable income to our stockholders and as long as we satisfy the ongoing REIT requirements under the Code including meeting certain asset, income and stock ownership tests.

Factors that Affect our Results of Operations and Financial Condition

Our results of operations and financial condition are affected by various factors, many of which are beyond our control, including, among other things, our net interest income, the market value of our assets and the supply of and demand for such assets. We invest in financial assets and markets. Recent events, such as those discussed below, can affect our business in ways that are difficult to predict and may produce results outside of typical operating variances. Our net interest income varies primarily as a result of changes in interest rates, borrowing costs and prepayment speeds, the behavior of which involves various risks and uncertainties. Prepayment rates, as reflected by the rate of principal pay downs and interest rates vary according to the type of investment, conditions in financial markets, government actions, competition and other factors, none of which can be predicted with any certainty. In general, as prepayment rates on our Agency Securities that are purchased at a premium increase, related purchase premium amortization increases, thereby reducing the net yield on such assets. Because changes in interest rates may significantly affect our activities, our operating results depend, in large part, upon our ability to manage interest rate risks and prepayment risks effectively while maintaining our status as a REIT.

For any period during which changes in the interest rates earned on our assets do not coincide with interest rate changes on our borrowings, such assets will tend to reprice more slowly than the corresponding liabilities. Consequently, changes in interest rates, particularly short-term interest rates, may significantly influence our net interest income. With the maturities of our assets

generally of longer term than those of our liabilities, interest rate increases will tend to decrease our net interest income and the market value of our assets (and therefore our book value). Such rate increases could possibly result in operating losses or adversely affect our ability to make distributions to our stockholders.

Prepayments on Agency Securities and the underlying mortgage loans may be influenced by changes in market interest rates and a variety of economic and geographic factors, policy decisions by regulators, as well as other factors beyond our control. Consequently, prepayment rates cannot be predicted with certainty. To the extent we hold Agency Securities acquired at a premium or discount to par, or face value, changes in prepayment rates may impact our anticipated yield. In periods of declining interest rates, prepayments on our Agency Securities will likely increase. If we are unable to reinvest the proceeds of such prepayments at comparable yields, our net interest income may decline. The recent climate of government intervention in the mortgage markets significantly increases the risk associated with prepayments.

While we use strategies to economically hedge some of our interest rate risk, we do not hedge all of our exposure to changes in interest rates and prepayment rates, as there are practical limitations on our ability to insulate our securities portfolio from all potential negative consequences associated with changes in short-term interest rates in a manner that will allow us to seek attractive net spreads on our securities portfolio. Also, since we have not elected to use cash flow hedge accounting, earnings reported in accordance with GAAP will fluctuate even in situations where our derivatives are operating as intended. As a result of this mark-to-market accounting treatment, our results of operations are likely to fluctuate far more than if we were to designate our derivative activities as cash flow hedges. Comparisons with companies that use cash flow hedge accounting for all or part of their derivative activities may not be meaningful. For these and other reasons more fully described under the section captioned “Derivative Instruments” below, no assurance can be given that our derivatives will have the desired beneficial impact on our results of operations or financial condition.

In addition to the use of derivatives to hedge interest rate risk, a variety of other factors relating to our business may also impact our financial condition and operating performance; these factors include,


•	our degree of leverage;


•	our access to funding and borrowing capacity;


•	the REIT requirements under the Code; and


•	the requirements to qualify for an exemption under the 1940 Act and other regulatory and accounting policies related to our business.

Our Manager

We are externally managed by ARRM, pursuant to the Management Agreement (see Note 14 to the condensed consolidated financial statements). All of our executive officers are also employees of ARRM. ARRM manages our day-to-day operations, subject to the direction and oversight of the Board. The Management Agreement expires after an initial term of ten years on June 18, 2022 and is thereafter automatically renewed for an additional five-year term unless terminated under certain circumstances. Either party must provide 180 days prior written notice of any such termination. ARRM is entitled to receive a termination fee from us under certain circumstances.

Pursuant to the Management Agreement, ARRM is entitled to receive a management fee payable monthly in arrears. Currently, the monthly management fee is 1/12th of the sum of (a) 1.5% of gross equity raised up to $1.0 billion plus (b) 0.75% of gross equity raised in excess of $1.0 billion.The cost of repurchased stock and any dividend representing a return of capital for tax purposes will reduce the amount of gross equity raised used to calculate the monthly management fee. At September 30, 2014 , the effective management fee was 1.03% based on gross equity raised. ARRM is entitled to receive a monthly management fee regardless of the performance of our securities portfolio. Accordingly, the payment of our monthly management fee may not decline in the event of a decline in our earnings and may cause us to incur losses. Our total management fee expense for the quarter and nine months ended September 30, 2014 , was $6,963 and $20,893 , respectively, compared to $6,483 and $20,985 for the quarter and nine months ended September 30, 2013 .

We are required to take actions as may be reasonably required to permit and enable ARRM to carry out its duties and obligations. We are also responsible for any costs and expenses that ARRM incurred solely on behalf of ARMOUR other than the various overhead expenses specified in the terms of the Management Agreement. For the quarter and nine months ended September 30, 2014 , we reimbursed ARRM $358 and $1,236 , respectively, for other expenses incurred on our behalf and $216 and $694 , respectively, of stock based compensation expense. For the quarter and nine months ended September 30, 2013 , we reimbursed ARRM $396 and $1,179 , respectively, for expenses incurred on our behalf and $236 and $871 , respectively, for stock based compensation expense (see Note 10 to the condensed consolidated financial statements).

Market and Interest Rate Trends and the Effect on our Securities Portfolio

Developments at Fannie Mae and Freddie Mac

Payments of principal and interest on the Agency Securities in which we invest are guaranteed by Fannie Mae and Freddie Mac. Because of the guarantee and the underwriting standards associated with mortgages underlying Agency Securities, Agency Securities historically have had high stability in value and been considered to present low credit risk.

In March 2014, a bipartisan group of U.S. senators led by members of the U.S. Senate Banking Committee announced that they had agreed on a bill to overhaul the nation’s housing finance system and eliminate Fannie Mae and Freddie Mac. The bill would replace Fannie Mae and Freddie Mac with a new federal regulator, called the Federal Mortgage Insurance Corporation, to provide guarantees for government mortgages and regulate the system. As the insurer of last resort, the Federal Mortgage Insurance Corporation would require 10% in private capital reserves. The guarantee, provided for a fee equivalent to 0.1% interest, would not kick in until the private reserves were exhausted. The bill would also set a minimum down payment of 5% for home buyers, except for first-time home buyers, who would instead be required to put down 3.5% for the mortgage to qualify for the guarantee. In May 2014, the U.S. Senate Banking Committee approved the bill. While it is unlikely the bill will be brought to the Senate floor this year, we are unable to predict the effect the passage of this bill could have on our business, results of operations and financial condition.

The passage of any new legislation affecting Fannie Mae and Freddie Mac may create market uncertainty and reduce the actual or perceived credit quality of securities issued or guaranteed by the U.S. government through a new or existing successor entity to Fannie Mae and Freddie Mac. If Fannie Mae and Freddie Mac were reformed or wound down, it is unclear what effect, if any, this would have on the value of the existing Fannie Mae and Freddie Mac Agency Securities. It is also possible that the above-referenced proposed legislation, if made law, could adversely impact the market for securities issued or guaranteed by the U.S. Government and the spreads at which they trade. The foregoing could materially adversely affect the pricing, supply, liquidity and value of the Agency Securities in which we invest and otherwise materially adversely affect our business, operations and financial condition.

We cannot predict whether or when new actions may occur, the timing and pace of current actions already implemented, or what impact if any, such actions, or future actions, could have on our business, results of operations and financial condition.

U.S. Government Mortgage Related Securities Market Intervention

At its January 29, 2014 and March 19, 2014 meetings, the Fed decided to trim its monthly Agency Securities purchases to $30.0 billion for February and March 2014, and $25.0 billion for April 2014, respectively, down from $40.0 billion in 2013. Longer term U.S. Treasury Securities purchases were trimmed at a pace of $35.0 billion for February and March 2014, and $30.0 billion for April 2014, respectively, down from $45.0 billion in 2013. At its most recent meeting on September 17, 2014, the Fed decided to further trim its monthly Agency Securities purchases to $5.0 billion for October 2014, down from $10.0 billion in August and September 2014, and $15.0 billion in July 2014. Longer term U.S. Treasury Securities monthly purchases were also trimmed again to $10.0 billion for October 2014, down from $15.0 billion in August and September, and $20.0 billion in July. These actions were to keep in place the Fed's highly accommodative stance of monetary policy. As part of that policy, the Fed announced at its September 17, 2014 meeting that it would keep the target range for the Federal Funds Rate between 0.0% and 0.25% toward its objectives of achieving maximum employment and curbing inflation to 2%.

Reduced purchase levels by the Fed may result in lower overall demand and therefore lower prices for Agency Securities. Lower Agency Securities prices will reduce our book value and the amounts that we can borrow under repurchase agreements.

Financial Regulatory Reform Bill and Other Government Activity

We believe that we conduct our business in a manner that allows us to avoid being regulated as an investment company pursuant to the exclusion provided by Section 3(c)(5)(C) of the 1940 Act for entities that are primarily engaged in the business of purchasing or otherwise acquiring “mortgages and other liens on and interests in real estate.” On August 31, 2011, the SEC issued a concept release (No. IC-29778; File No. SW7-34-11, Companies Engaged in the Business of Acquiring Mortgages and Mortgage Related Instruments) pursuant to which it is reviewing whether certain companies that invest in MBS and rely on the exclusion from registration under Section 3(c)(5)(C) of the 1940 Act (such as us) should continue to be allowed to rely on such exclusion from registration. If we fail to continue to qualify for this exclusion from registration as an investment company, or the SEC determines that companies that invest in MBS are no longer able to rely on this exclusion, our ability to use leverage would be substantially reduced and we would be unable to conduct our business as planned, or we may be required to register as an investment company under the 1940 Act, either of which could negatively affect the value of shares of our stock and our ability to make distributions to our stockholders.

Certain programs initiated by the U.S. Government, through FHFA and FDIC, to provide homeowners with assistance in avoiding residential mortgage loan foreclosures are currently in effect. The programs may involve, among other things, the modification of mortgage loans to reduce the principal amount of the loans or the rate of interest payable on the loans, or to extend the payment terms of the loans. While the effect of these programs has not been as extensive as originally expected, the effect of such programs for holders of Agency Securities could be that such holders would experience changes in the anticipated yields of their Agency Securities due to (i) increased prepayment rates and/or (ii) lower interest and principal payments.

On July 21, 2010, President Obama signed the Dodd-Frank Act into law. The Dodd-Frank Act is extensive, complicated and comprehensive legislation that impacts practically all aspects of banking, and a significant overhaul of many aspects of the regulation of the financial services industry. Although many provisions remain subject to further rulemaking, the Dodd-Frank Act implements numerous and far-reaching changes that affect financial companies, including our company, and other banks and institutions which are important to our business model. Certain notable rules are, among other things:

•

Requiring regulation and oversight of large, systemically important financial institutions by establishing an interagency council on systemic risk and implementation of heightened prudential standards and regulation by the Board of Governors of the Fed for systemically important financial institutions (including nonbank financial companies), as well as the implementation of the FDIC resolution procedures for liquidation of large financial companies to avoid market disruption;


•	Applying the same leverage and risk-based capital requirements that apply to insured depository institutions to most bank holding companies, savings and loan holding companies and systemically important nonbank financial companies;


•	Limiting the Fed’s emergency authority to lend to nondepository institutions to facilities with broad-based eligibility, and authorizing the FDIC to establish an emergency financial stabilization fund for solvent depository institutions and their holding companies, subject to the approval of Congress, the Secretary of the U.S. Treasury and the Fed;


•	Creating regimes for regulation of over-the-counter derivatives and non-admitted property and casualty insurers and reinsurers;


•	Implementing regulation of hedge fund and private equity advisers by requiring such advisers to register with the SEC;


•	Providing for the implementation of corporate governance provisions for all public companies concerning proxy access and executive compensation; and


•	Reforming regulation of credit rating agencies.

Many of the provisions of the Dodd-Frank Act, including certain provisions described above are subject to further study, rulemaking, and the discretion of regulatory bodies. As the hundreds of regulations called for by the Dodd-Frank Act are promulgated, we will continue to evaluate the impact of any such regulations. It is unclear how this legislation may impact the borrowing environment, investing environment for Agency Securities and interest rate swap contracts as much of the bill’s implementation has not yet been defined by the regulators.

In addition, in 2010, the Group of Governors and Heads of Supervisors of the Basel Committee on Banking Supervision, the oversight body of the Basel Committee, published Basel III. Under which, when fully phased in on January 1, 2019, banking institutions will be required to maintain heightened Tier 1 common equity, Tier 1 capital and total capital ratios, as well as maintaining a “capital conservation buffer.” Beginning with the Tier 1 common equity and Tier 1 capital ratio requirements, Basel III will be phased in incrementally between January 1, 2013 and January 1, 2019. The final package of Basel III reforms were approved by the Group of Twenty Finance Ministers and Central Bank Governors in November 2010 and are subject to individual

adoption by member nations, including the U.S. The U.S. has adopted rules that implement certain elements of the Basel III reforms in the U.S.

Credit Market Disruption and Current Conditions

The residential housing and mortgage markets in the U.S. have experienced a variety of difficulties and changed economic conditions including loan defaults, credit losses and decreased liquidity. These conditions have resulted in volatility in the value of the Agency Securities we purchase and an increase in the average collateral requirements under our repurchase agreements we have obtained. While these markets have recovered significantly, further increased volatility and deterioration in the broader residential mortgage and RMBS markets may adversely affect the performance and market value of the Agency Securities and other high quality RMBS.

Short-term Interest Rates and Funding Costs

In December 2008, the Fed stated that it was adopting a policy of “quantitative easing” and would target keeping the Federal Funds Rate between 0.00% and 0.25%. To date, the Fed has maintained that target range. Our funding costs, which traditionally have tracked the 30-day LIBOR have generally benefited by this easing of monetary policy, although to a somewhat lesser extent. Because of continued uncertainty in the credit markets and U.S. economic conditions, we expect that interest rates are likely to experience continued volatility, which will likely affect our financial results since our cost of funds is largely dependent on short-term rates.

Historically, 30-day LIBOR has closely tracked movements in the Federal Funds Rate and the Effective Federal Funds Rate. The Effective Federal Funds Rate can differ from the Federal Funds Rate in that the Effective index represents the volume weighted average of interest rates at which depository institutions lend balances at the Fed to other depository institutions overnight (actual transactions, rather than target rate).

Our borrowings in the repurchase market have also historically closely tracked the Federal Funds Rate and LIBOR. Traditionally, a lower Federal Funds Rate has indicated a time of increased net interest margin and higher asset values. However, for the past several years, LIBOR and repurchase market rates have varied greatly and often have been significantly higher than the target and the Effective Federal Funds Rate. The difference between 30-day LIBOR and the Effective Federal Funds Rate has also been quite volatile, with the spread alternately returning to more normal levels and then widening out again. The continued volatility in these rates and divergence from the historical relationship among these rates could negatively impact our ability to manage our securities portfolio. If this were to occur, our net interest margin and the value of our securities portfolio might suffer as a result.

The following graph shows 30-day LIBOR as compared to the Effective Federal Funds Rate on a monthly basis from December 2012 to September 2014.

Results of Operations

Net Income (Loss) Summary

Our primary source of income is the interest income we earn on our securities portfolio. Our net income (loss) for the quarter and nine months ended September 30, 2014 available (related to) common stockholders was $50,187 and $(47,593) , or $0.14 and $(0.13) per basic and diluted weighted average common share, respectively. These results compare to net (loss) income of $(233,848) and $343,424 available to common stockholders or $(0.63) per basic and diluted weighted average share and $1.28 per basic and $1.27 per diluted weighted average common share, respectively, for the quarter and nine months ended September 30, 2013 . The main factor for the difference between the periods in 2013 to the corresponding periods in 2014, were the changes in value from our derivatives.

At September 30, 2014 and December 31, 2013 , our Agency Securities in our securities portfolio were carried at a net premium to par value with a weighted average amortized cost of 104.88% and 102.57% , respectively, due to the average interest rates on these securities being higher than prevailing market rates.

The following table presents the components of the yield earned on our Agency Security portfolio for the quarterly periods presented.



Quarter Ended	Asset Yield		Cost of Funds		Net Interest Margin		Interest Expense on Repurchase Agreements
September 30, 2014	2.68	%	1.25	%	1.43	%	0.38	%
June 30, 2014	2.86	%	1.40	%	1.46	%	0.39	%
March 31, 2014	3.19	%	1.37	%	1.82	%	0.41	%
December 31, 2013	2.98	%	1.38	%	1.60	%	0.43	%
September 30, 2013	2.60	%	1.36	%	1.24	%	0.41	%

The yield on our assets is most significantly affected by the rate of repayments on our Agency Securities. The following graph shows the annualized CPR on a monthly basis.

During the quarter and nine months ended September 30, 2014 , we realized (losses) of $(34,655) and $(80,891) , respectively, related to our derivatives. During the quarter and nine months ended September 30, 2013 , we realized (losses) of $(37,262) and $(105,173) , respectively, related to our derivatives. We increased our total interest rate swap contracts aggregate notional balance from $10,220,000 at December 31, 2013 to $11,030,000 at September 30, 2014 . At September 30, 2014 and December 31, 2013 , our interest rate swap contracts had a weighted average swap rate of 1.60% and a weighted average term of 67 months and 69 months, respectively. We decreased our total interest rate swaptions notional balance from $5,750,000 at December 31, 2013 to $3,450,000 at September 30, 2014 . Our interest rate swaptions had an underlying weighted average swap rate of 3.02% and 2.86% , respectively, and a weighted average term of 0 months and 8 months, respectively, at September 30, 2014 and December 31, 2013 . Our total Futures Contracts notional amount was $25,000 at December 31, 2013 and September 30, 2014 . Our Futures Contracts had a weighted average swap equivalent rate of 2.13% and weighted average term of 8 months and 13 months at September 30, 2014 and December 31, 2013 . Unrealized gains (losses) on derivatives totaled $14,708 and $(277,920) , respectively, for the quarter and nine months ended September 30, 2014 . Unrealized (losses) gains on derivatives totaled $(11,821) and $416,662 , respectively, for the quarter and nine months and September 30, 2013 . Unrealized gains and losses on derivatives

are driven largely by changes in reference interest rates. The bellwether 10 year treasury rates shown above is generally representative of historical interest rate trends, however the various specific reference interest rates underlying our derivatives may exhibit larger or smaller movements from time to time.

Net Interest Income

Our net interest income for the quarter and nine months ended September 30, 2014 was $92,315 and $295,300 , respectively. Our net interest income for the quarter and nine months ended September 30, 2013 was $94,519 and $317,246 , respectively. Interest income, net of amortization of premium on Agency Securities was $107,481 and $344,455 for the quarter and nine months ended September 30, 2014 , compared to $112,418 and $384,215 for the quarter and nine months ended September 30, 2013 . At September 30, 2014 and December 31, 2013 , our securities portfolio consisted of $13,669,810 and $14,648,178 of Agency Securities, respectively. Interest expense for repurchase agreements was $15,006 and $44,732 for the quarter and nine months ended September 30, 2014 , compared to $17,899 and $66,969 for the quarter and nine months ended September 30, 2013 . At September 30, 2014 and December 31, 2013 , the balance on our repurchase agreements was $15,455,085 and $13,151,504 , respectively. Interest expense for U.S. Treasury Securities sold short was $160 and $4,423 for the quarter and nine months ended September 30, 2014 . There was no interest expense for U.S. Treasury Securities sold short for the quarter and nine months ended September 30, 2013 . We sold short $1,011,705 and $2,789,560 of U.S. Treasury Securities during the nine months ended September 30, 2014 and September 30, 2013 , respectively.

Gains and Losses on Sale of Agency Securities

During the quarter and nine months ended September 30, 2014 , we sold $3,646,212 and $10,428,693 of Agency Securities, which resulted in realized (losses) gains of $(12,390) and $68,646 , respectively. During the quarter and nine months ended September 30, 2013 , we sold $6,037,750 and $10,969,751 of Agency Securities to reposition our portfolio resulting in realized losses of $(300,960) and $(261,569) , respectively.

Gains and Losses on U.S. Treasury Securities

During the nine months ended September 30, 2014 , we sold short $1,011,705 of U.S. Treasury Securities. During the quarter ended September 30, 2014 , we did not sell any U.S. Treasury Securities. In July 2014, we purchased $1,024,400 of U.S. Treasury Securities to close out the short positions resulting in a net realized loss of $(12,695) . During the nine months ended September 30, 2013 , we sold short $2,789,560 of U.S. Treasury Securities. During the quarter ended September 30, 2013 , we did not sell any U.S. Treasury Securities. During the quarter and nine months ended September 30, 2013 , we had purchases of $1,840,683 and $2,775,384 , respectively, of U.S. Treasury Securities resulting in a realized gains of $35,255 and $14,176 , respectively.

Other Than Temporary Impairment of Agency Securities

We evaluated our Agency Securities with unrealized losses at September 30, 2014 , September 30, 2013 and December 31, 2013 , to determine whether there was an other than temporary impairment. The decline in value of our Agency Securities in 2013 was solely due to market conditions and not the credit quality of the assets. All of our Agency Securities are issued and guaranteed by GSEs or Ginnie Mae. The GSEs have a long term credit rating of AA+. At September 30, 2014 , September 30, 2013 and December 31, 2013 , we also considered whether we intended to sell Agency Securities and whether it was more likely than not that we could meet our liquidity requirements and contractual obligations without selling Agency Securities. There was no other than temporary impairment recognized for the quarters ended September 30, 2014 and September 30, 2013 . At December 31, 2013 , anticipating portfolio repositioning sales in the first quarter of 2014, we concluded that the December 31, 2013 unrealized losses on our 25-year and 30-year fixed rate Agency Securities represented an other than temporary impairment. Accordingly, at December 31, 2013 , we recognized losses totaling $401,500 in our 2013 statements of operations, thereby establishing a new cost basis for those Agency Securities with aggregate fair value of $6,800,000 at December 31, 2013 . We also determined that at December 31, 2013 , there was no other than temporary impairment of our other Agency Securities, which are primarily 20-year and 15-year fixed rate securities.

Expenses

Our total expenses for the quarter and nine months ended September 30, 2014 were $8,972 and $28,315 , respectively, as compared to $9,684 and $27,620 , respectively, for the quarter and nine months ended September 30, 2013 . Our total management fee expense for the quarter and nine months ended September 30, 2014 , was $6,963 and $20,893 , respectively, compared to $6,483 and $20,985 for the quarter and nine months ended September 30, 2013 . Management fees are determined based on gross equity raised. Therefore, our management fee increases when we raise capital and declines when we repurchase previously issued stock. However, because the management fee rate decreased to 0.75% per annum for gross equity raised in excess of $1.0 billion pursuant to the Management Agreement, the effective average management fee rate has generally declined over time. Professional fees were $616 and $2,791 , respectively, for the quarter and nine months ended September 30, 2014 compared to $773 and $2,299 for the quarter and nine months ended September 30, 2013 .

Taxable Income

See Note 13 to the condensed consolidated financial statements for information regarding our taxable income.

Comprehensive Income (Loss)

Comprehensive income (loss) includes all changes in equity during a period, except those resulting from investments by owners and distributions to owners. During the quarter and nine months ended September 30, 2014 , other comprehensive (loss) income totaled $(111,643) and $145,252 , respectively, reflecting net unrealized gains or losses on available for sale Agency Securities net of amounts reclassified upon sale. During the quarter and nine months ended September 30, 2013 , other comprehensive income (loss) totaled $249,182 and $(821,418) , respectively, reflecting net unrealized gains or losses on available for sale Agency Securities net of amounts reclassified upon sale. The 2013 other comprehensive loss resulted from significant price declines in our Agency Securities. The 2014 other comprehensive income amounts reflect recoveries from the closing 2013 price levels in the first half of 2014 followed by declines in the third quarter.

Financial Condition

Agency Securities

We typically purchase Agency Securities at premium prices. The premium price paid over par value on those assets is expensed as the underlying mortgages experience repayment or prepayment. The lower the constant prepayment rate, the lower the amount of amortization expense for a particular period. Accordingly, the yield on an asset and earnings, are higher. If prepayment rates increase, the amount of amortization expense for a particular period will go up. These increased prepayment rates would act to decrease the yield on an asset and would decrease earnings.

The tables below summarize certain characteristics of our Agency Securities at September 30, 2014 and December 31, 2013 .

September 30, 2014



Asset Type	Principal Amount		Fair Value		Weighted Average Coupon		CPR (1)		Weighted Average Month to Reset or Maturity	% of Total Agency Securities
ARMs & Hybrids	$	132,997	$	140,283	3.66	%	16.47	%	5	1.00	%
Multi-Family MBS	767,405		792,747		3.36	%	0.00	%	115	5.90	%
10 Year Fixed	5,148		5,568		4.68	%	10.72	%	109	0.00	%
15 Year Fixed	7,813,699		8,183,042		3.34	%	7.44	%	166	59.80	%
20 Year Fixed	4,357,457		4,548,170		3.52	%	8.54	%	207	33.30	%
Total or Weighted Average	$	13,076,706	$	13,669,810	3.41	%	7.46	%	175	100.00	%

(1) Weighted average for all prepayments during the quarter ended September 30, 2014 , including prepayments related to Agency Securities purchased or sold during the quarter.

December 31, 2013



Asset Type	Principal Amount		Fair Value		Weighted Average Coupon		CPR (1)		Weighted Average Month to Reset or Maturity	% of Total Agency Securities
ARMs & Hybrids	$	208,216	$	220,693	3.95	%	20.43	%	16	1.40	%
10 Year Fixed	1,469		1,572		5.35	%	14.52	%	101	0.00	%
15 Year Fixed	2,713,689		2,832,899		3.46	%	4.27	%	170	18.80	%
20 Year Fixed	4,709,297		4,797,001		3.53	%	5.07	%	217	32.60	%
25 Year Fixed	276,765		275,382		3.52	%	4.87	%	279	1.90	%
30 Year Fixed	6,557,784		6,520,631		3.53	%	4.32	%	345	45.30	%
Total or Weighted Average	$	14,467,220	$	14,648,178	3.52	%	4.83	%	263	100.00	%

(1) Weighted average for all prepayments during the quarter ended December 31, 2013 , including prepayments related to Agency Securities purchased or sold during the quarter.

At September 30, 2014 , we had investment related receivables of $3,002,570 with respect to unsettled sales of Agency Securities. We did not have any investment related payables at September 30, 2014 . At December 31, 2013 , we had investment related payables of $159,159 with respect to unsettled purchases of Agency Securities. We did not have any investment related receivables at December 31, 2013 .

Our net interest income is primarily a function of the difference between the yield on our assets and the financing cost of owning those assets. Since we tend to purchase Agency Securities at a premium to par, the main item that can affect the yield on our Agency Securities after they are purchased is the rate at which the mortgage borrowers repay the loan. While the scheduled repayments, which are the principal portion of the homeowners’ regular monthly payments, are fairly predictable, the unscheduled repayments, which are generally refinancing of the mortgage but can also result from repurchases of delinquent, defaulted, or modified loans, are less so. Being able to accurately estimate and manage these repayment rates is a critical portion of the management of our securities portfolio, not only for estimating current yield but also for considering the rate of reinvestment of those proceeds into new securities, the yields which those new securities may add to our securities portfolio and our hedging strategy.

At September 30, 2014 and December 31, 2013 , the adjustable and hybrid adjustable rate mortgage loans underlying our Agency Securities have fixed-interest rates for an average period of approximately 5 months and 16 months, respectively, after which time the interest rates reset and become adjustable. After a reset date, interest rates on our adjustable and hybrid adjustable Agency Securities float based on spreads over various indices, typically LIBOR or the one-year Constant Maturity Treasury rate. These interest rates are subject to caps that limit the amount the applicable interest rate can increase during any year, known as an annual cap and through the maturity of the security, known as a lifetime cap.

Liabilities

We have entered into repurchase agreements to finance most of our Agency Securities. Our repurchase agreements are secured by our Agency Securities and bear interest at rates that have historically moved in close relationship to the Federal Funds Rate and LIBOR. We have established borrowing relationships with several investment banking firms and other lenders, 30 of which we had done repurchase trades with at September 30, 2014 and 27 of which we had done repurchases trades with at December 31, 2013 . We had outstanding balances under our repurchase agreements at September 30, 2014 and December 31, 2013 of $15,455,085 and $13,151,504 , respectively, consistent with the increase in our Agency Securities in our securities portfolio.

Derivative Instruments

We use various interest rate contracts to manage our interest rate risk as we deem prudent in light of market conditions and the associated costs with counterparties that have a high quality credit rating and with futures exchanges. We generally pay a fixed rate and receive a floating rate with the objective of fixing a portion of our borrowing costs and hedging the change in our book value to some degree. The floating rate we receive is generally the Federal Funds Rate or LIBOR. While our policies do not contain specific requirements as to the percentages or amount of interest rate risk that we are required to hedge, we maintain an overall target of hedging at least 40% of our non-adjustable rate mortgages. At September 30, 2014 and December 31, 2013 , the notional value of our derivatives was 107.21% and 110.69% , respectively, of the fair market value of our non-adjustable rate mortgages. For interest rate risk mitigation purposes, we consider Agency Securities to be ARMs if their interest rate is either currently subject to adjustment according to prevailing rates or if they are within 18 months of the period where such adjustments will occur. No assurance can be given that our derivatives will have the desired beneficial impact on our results of operations or financial condition. We have not elected cash flow hedge accounting treatment as allowed by GAAP. Since we do not designate our derivative activities as cash flow hedges, realized as well as unrealized gains/losses from these transactions will impact our earnings.

Use of derivative instruments may fail to protect or could adversely affect us because, among other things:


•	available derivatives may not correspond directly with the interest rate risk for which protection is sought (e.g., the difference in interest rate movements for long-term U.S. Treasury Securities compared to Agency Securities);


•	the duration of the derivatives may not match the duration of the related liability;


•	the counterparty to a derivative agreement with us may default on its obligation to pay or not perform under the terms of the agreement and the collateral posted may not be sufficient to protect against any consequent loss;


•	we may lose collateral we have pledged to secure our obligations under a derivative agreement if the associated counterparty becomes insolvent or files for bankruptcy;


•	we may experience a termination event under one or more of our derivative agreements related to our REIT status, equity levels and performance, which could result in a payout to the associated counterparty and a taxable loss to us;


•	the credit-quality of the party owing money on the derivatives may be downgraded to such an extent that it impairs our ability to sell or assign our side of the hedging transaction; and


•	the value of derivatives may be adjusted from time to time in accordance with GAAP to reflect changes in fair value; downward adjustments, or “mark-to-market losses,” would reduce our net income or increase any net loss.

At September 30, 2014 and December 31, 2013 , we had interest rate swap contracts with an aggregate notional balance of $11,030,000 and $10,220,000 , respectively. At September 30, 2014 and December 31, 2013 , we had entered into interest rate swaptions with an aggregate notional balance of $3,450,000 and $5,750,000 , respectively. In addition, at September 30, 2014 and December 31, 2013 , we had purchased or sold Futures Contracts with an aggregate notional balance of $25,000 . Futures Contracts are traded on the CME. Counterparty risk of interest rate swap contracts, interest rate swaptions and Futures Contracts are limited to some degree because of daily mark-to-market and collateral requirements. In addition, substantial credit support for the Futures Contracts is provided by the CME. These derivative transactions are designed to lock in a portion of funding costs for financing activities associated with our assets in such a way as to help assure the realization of attractive net interest margins and to vary inversely in value with our Agency Securities. Such contracts are based on assumptions about prepayments which, if not realized, will cause results to differ from expectations.

Although we attempt to structure our derivatives to offset the changes in asset prices, they are not perfectly correlated and depend on the corresponding durations and sections of the yield curve that moves to offset each other. We recognized net losses of $(19,947) and $(358,811) , respectively, for the quarter and nine months ended September 30, 2014 , related to our derivatives. We recognized net (losses) gains of $(49,083) and $311,489 , respectively, for the quarter and nine months ended September 30, 2013 , related to our derivatives. For the quarter and nine months ended September 30, 2014 , the net unrealized change in the fair value of our Agency Securities (decreased) increased by $(124,033) and $213,898 , respectively. This compares to a decrease of $(51,778) and $(1,082,987) , respectively, for the quarter and nine months ended September 30, 2013 .

As required by the Dodd-Frank Act, the Commodity Futures Trading Commission has adopted rules requiring certain interest rate swap contracts to be cleared through a derivatives clearing organization. We are required to clear certain new interest rate swap contracts. Cleared interest rate swaps may have higher margin requirements than un-cleared interest rate swaps we previously had. We have established an account with a futures commission merchant for this purpose. To date, we have not entered into any cleared interest rate swap contracts.

Liquidity and Capital Resources

During the nine months ended September 30, 2014 , we issued 51 shares of common stock under our common stock DRIP and raised additional net proceeds of approximately $214 . During the nine months ended September 30, 2014 , we repurchased 600 shares of our outstanding common stock under our Repurchase Program for an aggregate cost of $2,585 . At times, we purchased assets for forward settlement up to 90 days in the future to minimize purchase prices. Our management fee expense also increased in absolute terms under the provisions of the Management Agreement. However, pursuant to the Management Agreement, the average effective management fee rate declined because the management fee rate stepped down as the amounts of equity raised exceeded $1.0 billion.

At September 30, 2014 , we financed our securities portfolio with approximately $15,455,085 of net borrowings under repurchase agreements. Our leverage ratio at September 30, 2014 , was 8.42 to 1. At September 30, 2014 , our liquidity totaled $969,967 , consisting of $542,789 of cash plus $427,178 of unpledged Agency Securities (including securities received as collateral). Our primary sources of funds are borrowings under repurchase arrangements, monthly principal and interest payments on our Agency Securities and cash generated from our operating results. Other sources of funds may include proceeds from equity and debt offerings and asset sales. We generally maintain liquidity to pay down borrowings under repurchase arrangements to reduce borrowing costs and otherwise efficiently manage our long-term investment capital. Because the level of our borrowings can be adjusted on a daily basis, the level of cash carried on our balance sheet is significantly less important than our potential liquidity available under our borrowing arrangements.

In addition to the repurchase agreement financing discussed above, from time to time we have entered into reverse repurchase agreements with certain of our repurchase agreement counterparties. Under a typical reverse repurchase agreement, we purchase U.S. Treasury Securities from a borrower in exchange for cash and agree to sell the same securities back in the future. We then sell such U.S. Treasury Securities to third parties and recognize a liability to return the securities to the original borrower. Reverse repurchase agreement receivables and repurchase agreement liabilities are presented net when they meet certain criteria, including being with the same counterparty, being governed by the same MRA, settlement through the same brokerage or clearing account and maturing on the same day. The practical effect of these transactions is to replace a portion of our repurchase agreement financing of our Agency Securities in our securities portfolio with short positions in U.S. Treasury Securities. We believe that this helps to reduce interest rate risk, and therefore counterparty credit and liquidity risk.

Both parties to the repurchase and reverse repurchase transactions have the right to make daily margin calls based on changes in the value of the collateral obtained and/or pledged.

We currently believe that we have sufficient liquidity and capital resources available for the acquisition of additional investments, repayments on repurchase borrowings, reacquisition of securities to be returned to borrowers and the payment of cash dividends as required for continued qualification as a REIT.

Our primary uses of cash are to purchase Agency Securities, pay interest and principal on our borrowings, fund our operations and pay dividends. During the nine months ended September 30, 2014 , we purchased $10,738,277 of Agency Securities using proceeds from repurchase agreements and principal repayments. During the nine months ended September 30, 2014 , we received cash of $1,288,023 from prepayments and scheduled principal payments on our Agency Securities. We received net proceeds of $214 from common equity issuances under our common stock DRIP. We had a net cash increase from our repurchase agreements of $2,303,581 for the nine months ended September 30, 2014 and made cash interest payments of approximately $197,100 on our liabilities for the nine months ended September 30, 2014 . Part of funding our operations includes providing margin cash to offset liability balances on our derivatives. We recovered $3,021 of cash collateral posted to counterparties and decreased our liability by $250,524 for cash collateral posted by counterparties at September 30, 2014 .

We have continued to pursue additional lending counterparties in order to help increase our financial flexibility and ability to withstand periods of contracting liquidity in the credit markets.

Repurchase Agreements

Declines in the value of our Agency Securities portfolio can trigger margin calls by our lenders under our repurchase agreements. An event of default or termination event under the standard MRA would give our counterparty the option to terminate all repurchase transactions existing with us and require any amount due to be payable immediately.

The residential mortgage market in the U.S. continues to experience difficult economic conditions including:


•	increased volatility of many financial assets, including Agency Securities and other high-quality RMBS assets;


•	increased volatility and deterioration in the broader residential mortgage and RMBS markets; and


•	significant disruption in financing of RMBS.

While conditions have improved, should there be a reoccurrence of difficulties in the residential mortgage market, our lenders may be forced to exit the repurchase market, become insolvent or further tighten lending standards or increase the amount of required equity capital or haircut, any of which could make it more difficult or costly for us to obtain financing.

Financial sector volatility can also lead to increased demand and prices for high quality debt securities, including Agency Securities. While increased prices may increase the value of our Agency Securities, higher values may also reduce the return on reinvestment of capital, thereby lowering our future profitability.

The following graph represents the month-end outstanding balances of our repurchase agreements (before the effect of netting reverse repurchase agreements), which finance most of our Agency Securities. Our repurchase agreements balance will fluctuate based on our change in capital, leverage targets and the market prices of our assets. Over time, the level of our repurchase agreement financing has grown in conjunction with the growth of Agency Securities in our securities portfolio, which in turn has been the result of successful equity capital raising efforts. In 2013, declining security values and our decision to reduce leverage resulted in a substantial decline in our repurchase agreements. The balance of repurchase agreements outstanding will fluctuate within any given month based on changes in the market value of the particular Agency Security pledged as collateral (including the effects of principal paydowns) and the level and timing of investment and reinvestment activity.

See Note 7 to the condensed consolidated financial statements for more information.

Effects of Margin Requirements, Leverage and Credit Spreads

Our Agency Securities have values that fluctuate according to market conditions and, as discussed above, the market value of our Agency Securities will decrease as prevailing interest rates or credit spreads increase. When the value of the securities pledged to secure a repurchase agreement decreases to the point where the positive difference between the collateral value and the loan amount is less than the haircut, our lenders may issue a margin call, which means that the lender will require us to pay the margin call in cash or pledge additional collateral to meet that margin call. Under our repurchase facilities, our lenders have full discretion to determine the value of the Agency Securities we pledge to them. Most of our lenders will value securities based on recent trades in the market. Lenders also issue margin calls as the published current principal balance factors change on the pool of mortgages underlying the securities pledged as collateral when scheduled and unscheduled principal repayments are announced monthly.

We experience margin calls in the ordinary course of our business and under certain conditions, such as during a period of declining market value for Agency Securities and we may experience margin calls as frequently as daily. In seeking to effectively manage the margin requirements established by our lenders, we maintain a position of cash and unpledged securities. We refer to this position as our liquidity. The level of liquidity we have available to meet margin calls is directly affected by our leverage levels, our haircuts and the price changes on our securities. If interest rates increase as a result of a yield curve shift or for another reason or if credit spreads widen, the prices of our collateral (and our unpledged assets that constitute our liquidity) will decline and we may experience margin calls. We will use our liquidity to meet such margin calls. There can be no assurance that we will maintain sufficient levels of liquidity to meet any margin calls. If our haircuts increase, our liquidity will proportionately decrease. If we increase our borrowings, our liquidity will decrease by the amount of additional haircut on the increased level of indebtedness. In addition, certain of our MRAs contain a restriction that prohibits our leverage from exceeding twelve times our stockholders’ equity as well as termination events in the case of significant reductions in equity capital.

We intend to maintain a level of liquidity in relation to our assets that enables us to meet reasonably anticipated margin calls but that also allows us to be substantially invested in Agency Securities. We may misjudge the appropriate amount of our liquidity by maintaining excessive liquidity, which would lower our investment returns, or by maintaining insufficient liquidity, which would force us to involuntarily liquidate assets into unfavorable market conditions and harm our results of operations and financial condition.

We generally seek to borrow (on a recourse basis) between six and ten times the amount of our total stockholders’ equity. At September 30, 2014 and December 31, 2013 , our total net borrowings were approximately $15,455,085 and $13,151,504 (excluding accrued interest), respectively. At September 30, 2014 and December 31, 2013 , we had a leverage ratio of approximately 8.42 :1 and 6.92:1 , respectively.

Forward-Looking Statements Regarding Liquidity

Based on our current portfolio, leverage rate and available borrowing arrangements, we believe that our cash flow from operations and our ability to make timely portfolio adjustments, will be sufficient to enable us to meet anticipated short-term (one year or less) liquidity requirements such as to fund our investment activities, meet our financing obligations, pay fees under the Management Agreement and fund our distributions to stockholders and pay general corporate expenses.

We may increase our capital resources by obtaining long-term credit facilities or making public or private offerings of equity or debt securities, including classes of preferred stock, common stock and senior or subordinated notes to meet our long-term (greater than one year) liquidity. Such financing will depend on market conditions for capital raises and for the investment of any proceeds and there can be no assurances that we will successfully obtain any such financing.

Stockholders’ Equity

See Note 11 to the condensed consolidated financial statements.

Off-Balance Sheet Arrangements

At September 30, 2014 and December 31, 2013 , we had not maintained any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance, or special purpose or variable interest entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Furthermore, at September 30, 2014 and December 31, 2013 , we had not guaranteed any obligations of any unconsolidated entities or entered into any commitment or intent to provide funding to any such entities.

Critical Accounting Policies

See Note 3 to the condensed consolidated financial statements.

Inflation

Virtually all of our assets and liabilities are interest rate-sensitive in nature. As a result, interest rates and other factors influence our performance far more than inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates. Our financial statements are prepared in accordance with GAAP and any distributions we may make will be determined by our Board based in part on our REIT taxable income as calculated according to the requirements of the Code; in each case, our activities and balance sheet are measured with reference to fair value without considering inflation.

Subsequent Events

See Note 16 to the condensed consolidated financial statements.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains various “forward-looking statements.” Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “would,” “could,” “should,” “seeks,” “approximately,” “intends,” “plans,” “projects,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases. All forward-looking statements may be impacted by a number of risks and uncertainties, including statements regarding the following subjects:


•	our business and investment strategy;


•	our anticipated results of operations;


•	statements about future dividends;


•	our ability to obtain financing arrangements;


•	our understanding of our competition and ability to compete effectively;


•	market, industry and economic trends; and


•	interest rates.

The forward-looking statements in this report are based on our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. These beliefs, assumptions and expectations are subject to risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. You should carefully consider these risks before you make an investment decision with respect to our stock, along with the following factors that could cause actual results to vary from our forward-looking statements:


•	the impact of the federal conservatorship of Fannie Mae and Freddie Mac and related efforts, along with any changes in laws and regulations affecting the relationship between Fannie Mae and Freddie Mac and the federal government and the Fed system;


•	the possible material adverse effect on our business if the U.S. Congress passed legislation reforming or winding down Fannie Mae or Freddie Mac;


•	mortgage loan modification programs and future legislative action;


•	the impact of the continued delay or failure of the U.S. Government in reaching an agreement on the national debt ceiling;


•	availability, terms and deployment of capital;


•	changes in economic conditions generally;


•	changes in interest rates, interest rate spreads and the yield curve or prepayment rates;


•	general volatility of the financial markets, including markets for mortgage securities;


•	inflation or deflation;


•	availability of suitable investment opportunities;


•	the degree and nature of our competition, including competition for Agency Securities from the U.S. Treasury;


•	changes in our business and investment strategy;


•	our dependence on ARRM and ability to find a suitable replacement if ARRM were to terminate their management relationship with us;


•	the existence of conflicts of interest in our relationship with ARRM, certain of our directors and our officers, which could result in decisions that are not in the best interest of our stockholders;


•	changes in personnel at ARRM or the availability of qualified personnel at ARRM;


•	limitations imposed on our business by our status as a REIT under the Code;


•	changes in GAAP, including interpretations thereof; and


•	changes in applicable laws and regulations.

We cannot guarantee future results, levels of activity, performance or achievements. You should not place undue reliance on forward-looking statements, which apply only as of the date of this report. We do not intend and disclaim any duty or obligation to update or revise any industry information or forward-looking statements set forth in this report to reflect new information, future events or otherwise, except as required under the U.S. Federal securities laws.

GLOSSARY OF TERMS

“Agency Securities” means securities issued or guaranteed by Fannie Mae, Freddie Mac and Ginnie Mae; interests in or obligations backed by pools of adjustable rate, hybrid adjustable rate and fixed rate mortgage loans

"ARMs" means Adjustable Rate Mortgage backed securities

“Basel III” means “calibrated” capital standards for major banking institutions

“Board” means ARMOUR’s Board of Directors

“common stock DRIP” means the Company's dividend reinvestment and stock purchase plan

"CME" means the Chicago Mercantile Exchange

“Code” means the Internal Revenue Code

“CPR” means constant prepayment rate

“Fannie Mae” means the Federal National Mortgage Association

“FDIC” means the Federal Deposit Insurance Corporation

“Fed” means the U.S. Federal Reserve

“FHFA” means the Federal Housing Finance Agency

“FPC” means the Financial Policy Committee

“Freddie Mac” means the Federal Home Loan Mortgage Corporation

“Futures Contracts” means Eurodollar Futures Contracts

“GAAP” means accounting principles generally accepted in the United States of America

“Ginnie Mae” means the Government National Mortgage Administration

“GSE” means U.S. Government Sponsored Entity. Obligations of agencies originally established or chartered by the U.S. government to serve public purposes as specified by the U.S. Congress; these obligations are not explicitly guaranteed as to the timely payment of principal and interest by the full faith and credit of the U.S. government.

"Haircut" means the weighted average margin requirement, or the percentage amount by which the collateral value must exceed the loan amount. Among other things, it is a measure of our unsecured credit risk to our lenders.

“JAVELIN” means JAVELIN Mortgage Investment Corp.

“LIBOR” means the London Interbank Offered Rate

“Management Agreement” means the management agreement between ARR and ARRM whereby ARRM performs certain services for ARR in exchange for a specified fee

“MBS” means mortgage backed securities, a security representing a direct interest in a pool of mortgage loans. The pass-through issuer or servicer collects the payments on the loans in the pool and "passes through" the principal and interest to the security holders on a pro rata basis.

“MRA” means master repurchase agreement. A document that outlines standard terms between the Company and counterparties for repurchase agreement transactions.

“Non-Agency Securities” means securities backed by residential mortgages in which we may invest, for which the payment of principal and interest is not guaranteed by a GSE or government agency.

“REIT” means Real Estate Investment Trust. A special purpose investment vehicle that provides investors with the ability to participate directly in the ownership or financing of real-estate related assets by pooling their capital to purchase and manage mortgage loans and/or income property.

"Repurchase Program" means the Company's common stock repurchase program

“RMBS” means residential mortgage backed securities

“SEC” means the Securities and Exchange Commission

“SBBC” means Staton Bell Blank Check LLC

“Sub-Management Agreement” means a Sub-Management Agreement between ARMOUR, ARRM and SBBC. ARRM is responsible for the payment of a monthly sub-management fee.

“1940 Act” means the Investment Company Act of 1940

“U.S.” means United States

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We seek to manage our risks related to the credit-quality of our assets, interest rates, liquidity, prepayment speeds and market value while, at the same time, seeking to provide an opportunity to stockholders to realize attractive risk adjusted returns through ownership of our capital stock. While we do not seek to avoid risk completely, we believe the risk can be quantified from historical experience and seek to actively manage that risk, to earn sufficient compensation to justify taking those risks and to maintain capital levels consistent with the risks we undertake.

Interest Rate, Cap and Mismatch Risk

A portion of our securities portfolio consists of hybrid adjustable rate and adjustable rate Agency Securities. Hybrid mortgages are ARMs that have a fixed-interest rate for an initial period of time (typically three years or greater) and then convert to an adjustable rate for the remaining loan term. Our debt obligations are generally repurchase agreements of limited duration that are periodically refinanced at current market rates.

ARMs are typically subject to periodic and lifetime interest rate caps that limit the amount the interest rate can change during any given period. ARMs are also typically subject to a minimum interest rate payable. Our borrowings are not subject to similar restrictions. Hence, in a period of increasing interest rates, interest rates on our borrowings could increase without limitation, while the interest rates on our mortgage related assets could be limited. This exposure would be magnified to the extent we acquire fixed rate Agency Securities or ARMs that are not fully indexed. Furthermore, some ARMs may be subject to periodic payment caps that result in some portion of the interest being deferred and added to the principal outstanding. These factors could lower our net interest income or cause a net loss during periods of rising interest rates, which would negatively impact our liquidity, net income and our ability to make distributions to stockholders.

We fund the purchase of a substantial portion of our ARMs with borrowings that have interest rates based on indices and repricing terms similar to, but of shorter maturities than, the interest rate indices and repricing terms of our mortgage assets. Thus, we anticipate that in most cases the interest rate indices and repricing terms of our mortgage assets and our funding sources will not be identical, thereby creating an interest rate mismatch between assets and liabilities. During periods of changing interest rates, such interest rate mismatches could negatively impact our net interest income, dividend yield and the market price of our stock. Most of our adjustable rate assets are based on the one-year constant maturity treasury rate and the one-year LIBOR rate and our debt obligations are generally based on LIBOR. These indices generally move in the same direction, but there can be no assurance that this will continue to occur.

Our ARMs and borrowings reset at various different dates for the specific asset or obligation. In general, the repricing of our debt obligations occurs more quickly than on our assets. Therefore, on average, our cost of funds may rise or fall more quickly than our earnings rate on our assets.

Furthermore, our net income may vary somewhat as the spread between one-month interest rates, the typical term for our repurchase agreements and six-month and twelve-month interest rates, the typical reset term of ARMs, varies.

Prepayment Risk

As we receive repayments of principal on our Agency Securities from prepayments and scheduled payments, premiums paid on such securities are amortized against interest income and discounts are accreted to interest income as realized. Premiums arise when we acquire Agency Securities at prices in excess of the principal balance of the mortgage loans underlying such Agency Securities. Conversely, discounts arise when we acquire Agency Securities at prices below the principal balance of the mortgage loans underlying such Agency Securities. At September 30, 2014 , substantially all of our Agency Securities were purchased at a premium.

Interest Rate Risk and Effect on Market Value Risk

Another component of interest rate risk is the effect changes in interest rates will have on the market value of our Agency Securities. We face the risk that the market value of our Agency Securities will increase or decrease at different rates than that of our liabilities, including our derivative instruments and obligations to return securities received as collateral.

We primarily assess our interest rate risk by estimating the effective duration of our assets and the effective duration of our liabilities and by estimating the time difference between the interest rate adjustment of our assets and the interest rate adjustment of our liabilities. Effective duration essentially measures the market price volatility of financial instruments as interest rates change.

We generally estimate effective duration using various financial models and empirical data. Different models and methodologies can produce different effective duration estimates for the same securities.

The sensitivity analysis tables presented below reflect the estimated impact of an instantaneous parallel shift in the yield curve, up and down 50 and 100 basis points, on the market value of our interest rate-sensitive investments and net interest income, at September 30, 2014 and December 31, 2013 , assuming a static securities portfolio. It assumes that the spread between the interest rates on Agency Securities and long term U.S. Treasury Securities remains constant. Actual interest rate movements over time will likely be different, and such differences may be material. When evaluating the impact of changes in interest rates, prepayment assumptions and principal reinvestment rates are adjusted based on ARRM’s expectations. The analysis presented utilized assumptions, models and estimates of ARRM based on ARRM's judgment and experience.

September 30, 2014



Change in Interest Rates	Percentage Change in Projected Net Interest Income	Percentage Change in Projected Portfolio Value Including Derivatives
1.00%	3.27%	(0.03)%
0.50%	2.00%	0.18%
(0.50)%	11.85%	0.07%
(1.00)%	8.38%	(0.67)%

December 31, 2013



Change in Interest Rates	Percentage Change in Projected Net Interest Income	Percentage Change in Projected Portfolio Value Including Derivatives
1.00%	2.29%	(0.71)%
0.50%	0.01%	(0.44)%
(0.50)%	6.65%	0.54%
(1.00)%	5.35%	1.08%

While the tables above reflect the estimated immediate impact of interest rate increases and decreases on a static securities portfolio, we rebalance our securities portfolio from time to time either to seek to take advantage of or reduce the impact of changes in interest rates. It is important to note that the impact of changing interest rates on market value and net interest income can change significantly when interest rates change beyond 100 basis points from current levels. Therefore, the volatility in the market value of our assets could increase significantly when interest rates change beyond amounts shown in the tables above. In addition, other factors impact the market value of and net interest income from our interest rate-sensitive investments and derivative instruments, such as the shape of the yield curve, market expectations as to future interest rate changes and other market conditions. Accordingly, interest income would likely differ from that shown above and such difference might be material and adverse to our stockholders.

The above tables quantify the potential changes in net interest income and securities portfolio value, which includes the value of our derivatives, should interest rates immediately change. Given the low level of interest rates at September 30, 2014 and December 31, 2013 , we applied a floor of 0% for all anticipated interest rates included in our assumptions. Due to the presence of this floor, it is anticipated that any hypothetical interest rate decrease would have a limited positive impact on our funding costs beyond a certain level; however, because prepayments speeds are unaffected by this floor, it is expected that any increase in our prepayment speeds (occurring as a result of any interest rate decrease or otherwise) could result in an acceleration of our premium amortization and the reinvestment of such prepaid principal in lower yielding assets. As a result, the presence of this floor limits the positive impact of any interest rate decrease on our funding costs. Therefore, at some point, hypothetical interest rate decreases could cause the fair value of our financial instruments and our net interest income to decline.

Market Value Risk

All of our Agency Securities are classified as available for sale assets. As such, they are reflected at fair value with the periodic adjustment to fair value (that is not considered to be an other than temporary impairment) reported as part of “Accumulated other comprehensive income (loss)” that is included in the stockholders’ equity section of our condensed consolidated balance sheets. The market value of our assets can fluctuate due to changes in interest rates and other factors. Weakness in the mortgage market may adversely affect the performance and market value of our investments. This could negatively impact our book value. Furthermore, if our lenders are unwilling or unable to provide additional financing, we could be forced to sell our Agency Securities at an inopportune time when prices are depressed. The principal and interest payments on our Agency Securities are guaranteed by Freddie Mac, Fannie Mae, or Ginnie Mae.

Credit Risk

We have limited our exposure to credit losses on our securities portfolio of Agency Securities. The payment of principal and interest on the Freddie Mac and Fannie Mae Agency Securities are guaranteed by those respective agencies and the payment of principal and interest on the Ginnie Mae Agency Securities are backed by the full faith and credit of the U.S. Government.

Fannie Mae and Freddie Mac remain in conservatorship of the U.S. Government. There can be no assurances as to how or when the U.S. Government will end these conservatorships or how the future profitability of Fannie Mae and Freddie Mac and any future credit rating actions may impact the credit risk associated with Agency Securities and, therefore, the value of the Agency Securities in our securities portfolio.

Liquidity Risk

Our primary liquidity risk arises from financing long-maturity Agency Securities with short-term debt. The interest rates on our borrowings generally adjust more frequently than the interest rates on our ARMs. Accordingly, in a period of rising interest rates, our borrowing costs will usually increase faster than our interest earnings from Agency Securities.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our Co-Chief Executive Officers (“Co-CEOs”) and Chief Financial Officer (“CFO”) participated in an evaluation by our management of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of our fiscal quarter that ended on September 30, 2014 . Based on their participation in that evaluation, our Co-CEOs and CFO concluded that our disclosure controls and procedures were effective as of September 30, 2014 to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and to ensure that information required to be disclosed in our reports filed or furnished under the Exchange Act, is accumulated and communicated to our management, including our Co-CEOs and CFO, as appropriate, to allow timely decisions regarding required disclosures.

Internal Control Over Financial Reporting

Our Co-CEOs and CFO also participated in an evaluation by our management of any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2014 . That evaluation did not identify any changes that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Our company and its subsidiary are not currently subject to any legal proceedings, as described in Item 103 of Regulation S-K.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2013 , filed on February 27, 2014.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On October 28, 2014, our Board adopted and approved the Amended and Restated Bylaws of the Company (the “Bylaws”). The amendment was effective immediately. The principal amendment to the Bylaws was to change our director vote requirement from a “plurality” vote standard to a “majority” vote standard in uncontested elections. We previously used a plurality vote standard in all director elections, which standard will continue to apply in any contested election. Our Board also amended the Bylaws to provide that any director nominee who is an incumbent director but who is not elected by the vote required in the Bylaws, and with respect to whom no successor has been elected, shall promptly tender his or her offer to resign to our Board for its consideration following certification of the stockholder vote. Within 90 days following certification of the stockholder vote, our Nominating and Corporate Governance Committee (the “NCG Committee”) shall consider the tendered resignation offer and make a recommendation to our Board whether or not to accept such offer, and our Board shall act on the NCG Committee’s recommendation. In determining whether to accept the resignation, our NCG Committee and Board may consider any factors they deem relevant in deciding whether to accept a director’s resignation, including, among other things, whether accepting the resignation of such director would cause the Company to fail to meet any applicable stock exchange or U.S. Securities and Exchange Commission (“SEC”) rules or requirements. Thereafter, our Board shall promptly and publicly disclose its decision-making process regarding whether to accept the director’s resignation offer or the reasons for rejecting the resignation offer, if applicable, on a Form 8-K. A director who tenders his or her resignation shall not participate in the NCG Committee’s recommendation or our Board’s action regarding whether to accept such resignation offer. If our Board does not accept the director’s resignation, the director will continue to serve until the next annual meeting of stockholders and until the director’s successor is duly elected and qualified or until the director’s earlier resignation as provided for in the Bylaws or removal as provided for by the Maryland General Corporate Law.

A copy of the Bylaws are attached to this report as Exhibit 3.1 and incorporated herein by reference.

Item 6. Exhibits

See Exhibit Index.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



October 29, 2014	ARMOUR RESIDENTIAL REIT, INC.

	/s/ James R. Mountain
	James R. Mountain
	Chief Financial Officer, Duly Authorized Officer and Principal Financial and Accounting Officer

EXHIBIT INDEX



Exhibit Number		Description
3.1		ARMOUR Residential REIT, Inc. Amended and Restated Bylaws, as amended on October 28, 2014 (1)
31.1		Certification of Chief Executive Officer Pursuant to SEC Rule 13a-14(a)/15d-14(a) (1)
31.2		Certification of Chief Executive Officer Pursuant to SEC Rule 13a-14(a)/15d-14(a) (1)
31.3		Certification of Chief Financial Officer Pursuant to SEC Rule 13a14(a)/15d-14(a) (1)
32.1		Certification of Chief Executive Officer Pursuant to 18 U.S.C. §1350 (2)
32.2		Certification of Chief Executive Officer Pursuant to 18 U.S.C. §1350 (2)
32.3		Certification of Chief Financial Officer Pursuant to 18 U.S.C. §1350 (2)
101.INS		XBRL Instance Document (1)
101.SCH		XBRL Taxonomy Extension Schema Document (1)
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document (1)
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document (1)
101.LAB		XBRL Taxonomy Extension Label Linkbase Document (1)
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document (1)


(1)	Filed herewith


(2)	Furnished herewith

TABLE OF CONTENTS

Part I. Financial Information Item 1. Financial Statements Note 1 Basis Of Presentation Note 2 Organization and Nature Of Business Operations Note 3 Summary Of Significant Accounting Policies Note 4 Recent Accounting Pronouncements Note 5 Fair Value Of Financial Instruments Note 6 Agency Securities, Available For Sale Note 7 Repurchase Agreements Note 8 Derivatives Note 9 Commitments and Contingencies Note 10 Stock Based Compensation Note 11 Stockholders Equity Note 12 Income (loss) Per Common Share Note 13 Income Taxes Note 14 Related Party Transactions Note 15 Interest Rate Risk Note 16 Subsequent Events Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II. Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

ARR 10-Q Quarter ended Sept. 30, 2014