American Capital Declares $1.05 Q3 2008 Dividend Reports $0.71 NOI and $0.95 Realized...

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Tue Aug 5, 2008 5:40pm EDT

American Capital Declares $1.05 Q3 2008 Dividend Reports $0.71 NOI and $0.95
Realized Earnings in Q2 2008

BETHESDA, Md., Aug. 5 /PRNewswire-FirstCall/ -- American Capital, Ltd.
(Nasdaq: ACAS) ("American Capital" or the "Company") announced today its third
quarter 2008 dividend and its results for the second quarter of 2008.
    THIRD QUARTER 2008 DIVIDEND DECLARATION
    American Capital's Board of Directors has declared a third quarter 2008
regular dividend of $1.05 per share to record holders as of October 6, 2008,
payable on October 14, 2008.  This is a 14% increase over the third quarter
2007 dividend of $0.92 per share.  American Capital has paid a total of $2.5
billion in dividends and paid or declared dividends of $29.25 per share since
its August 1997 IPO at $15.00 per share.
    2008 DIVIDEND FORECAST
    American Capital reiterates its 2008 dividend forecast of $4.19 per share,
a 13% growth over total 2007 dividends of $3.72 per share.  The fourth quarter
of 2008 dividend per share is forecast to be $1.10 per share, a 10% increase
over the fourth quarter of 2007 dividend.
    2008 FORECASTS
    American Capital is forecasting $0.68 to $0.75 in Net Operating Income
(earnings less appreciation, depreciation, gains and loss ("NOI")) per diluted
share for the third quarter of 2008.
    American Capital is forecasting that its Earnings less appreciation and
depreciation ("Realized Earnings") per diluted share for the third quarter of
2008 will exceed $1.05 per diluted share.
    American Capital is revising downward its assets under management forecast
to have between $17 billion and $20 billion as of year end, of which between
$7 billion and $10 billion is expected be in external funds managed by
American Capital, LLC, a wholly-owned portfolio company of American Capital,
and the balance is expected to be approximately $10 billion on American
Capital's balance sheet.
    American Capital reiterates its forecast that it will roll over more than
$500 million of ordinary taxable income and net long term capital gains from
2008 to pay 2009 dividends.
    The preceding dividend forecast and other forecasts above assume that for
2008 there will be a recession in the U.S., no new capital will be raised at
American Capital, and that American Capital will produce sufficient liquidity
from debt repayments and exits for new investments.
    SECOND QUARTER 2008 RESULTS
    Net Operating Income ("NOI")
    American Capital also announced today its results for the second quarter
of 2008.  NOI for the second quarter of 2008 decreased 22% to $0.71 per
diluted share, compared to $0.91 per diluted share for the second quarter of
2007.  The second quarter of 2008 forecast for NOI was $0.68 to $0.75 per
diluted share.
    Realized Earnings
    Realized Earnings decreased 33% to $0.95 per diluted share for the second
quarter of 2008, compared to $1.42 per diluted share for the second quarter of
2007.  Realized Earnings return on equity at cost for the twelve months
through the second quarter of 2008 was 13%.  The second quarter of 2008
Realized Earnings per basic share covered 92% of the second quarter 2008
dividend of $1.03 per share.  The second quarter of 2008 forecast for Realized
Earnings was to exceed $1.10 per diluted share.
    Earnings
    American Capital's Earnings for the second quarter of 2008 was a loss of
$(0.34) per diluted share, a decrease of $5.02 per diluted share from the
second quarter of 2007 earnings of $4.68 per diluted share.  This loss was
driven by $264 million of net unrealized depreciation, offset by $49 million
of net realized gains.  Earnings return on equity for the twelve months
through the second quarter of 2008 was (18)%.
    American Capital's net asset value ("NAV") per share as of June 30, 2008
was $27.01, a decrease of $1.15 or 4% lower than the March 31, 2008 NAV per
share of $28.16.  The June 30, 2008 NAV was $5.87 per share less than the
December 31, 2007 NAV per share of $32.88.
    "Though it looks like we are in a recession, we continue to have good
realized earnings of $0.95 per diluted share, which is slightly behind our
previous guidance, due to several exits shifting from the second quarter to
the third quarter of 2008," said Malon Wilkus, Chairman and Chief Executive
Officer.  "With our visibility into additional exits of portfolio companies
during the third quarter of 2008, we expect to realize earnings that cover our
dividend. This is evidenced by our forecast to exceed $1.05 per diluted share
in realized earnings for the third quarter of 2008, despite the troubles in
the economy.  In the second quarter we had exits and prepayments totaling $479
million.  Our exits are accretive to NOI when we redeploy the capital into
wider yielding debt investments."
    For the second quarter of 2008, net appreciation, depreciation, gains and
losses totaled $(215) million, consisting of $49 million of net realized gains
less $(264) million of net depreciation, compared to $635 million of net
appreciation, depreciation, gains and losses for the second quarter of 2007.
The primary components of the $(264) million of net depreciation for the
quarter were as follows:
    -- $(67) million of reversals of prior net appreciation associated with
net realized gains;
    -- $(286) million of net depreciation of American Capital's private
finance investments due primarily to a decline of the trading multiples of
comparable public companies and to a decline of cash flows of certain of its
portfolio companies;
    -- $(12) million of net depreciation of American Capital's investments in
managed funds;
    -- $(17) million of depreciation of American Capital, LLC, an alternative
asset fund manager;
    -- $46 million of net appreciation from structured products, due to modest
tightening of investment spreads, primarily from commercial mortgage
structured products; and
    -- $72 million of net appreciation of interest rate swaps due to changes
in the forward yield curve.
    "We are pleased with the credit quality of our portfolio given the current
environment," stated John Erickson, Chief Financial Officer.  "Our non-accrual
loans were 2% of total loans at fair value as of June 30, 2008.  The overall
portfolio has experienced EBITDA declines on average, signaling that we are in
a recession.  However, it is interesting to note that when the results are
weighted by the fair value of our investments, EBITDA is growing year over
year, indicating that our largest investments (which are primarily our
buyouts) are performing the best.  This reflects the investment discipline we
had over the last five years and leads us to believe that our credit quality
will remain better than during the last recession.  We continue to sell
companies at attractive multiples, generating good liquidity.  Despite the
economy, we are well positioned to maintain our dividend level in our steady
state operating mode."
    In the second quarter of 2008, American Capital invested $0.9 billion in
new committed investments and received $0.5 billion of proceeds from
realizations of portfolio investments. In addition, American Capital funds
under management invested an additional $2.7 billion, for a total of $3.6
billion of new investments during the second quarter of 2008.
    As of June 30, 2008, loans with a fair value of $116 million were on non-
accrual.  The $116 million fair value of non-accruing loans represented 2% of
total loans at fair value as of June 30, 2008, compared to the $56 million
fair value of non-accrual loans representing 1% of total loans at fair value
as of June 30, 2007.
    "We exited eleven companies year-to-date through July 2008, receiving
proceeds of $1 billion," said Steve Burge, President, North American Private
Finance.  "The median multiples for these companies at the time of their 2008
exits were one turn higher than the median multiples when we entered into the
investments, and their average EBITDA was 55% higher.  We currently have 22
companies in various stages of the sales process, which is typical for the
size of our portfolio.  We are seeing robust interest from prospective buyers,
so we continue to expect strong liquidity from our portfolio.  Our ability to
offer a staple financing package to buyers is a strong competitive advantage
and advances our strategic initiative of increasing our investment spreads and
moving up the balance sheet in this environment."
    Since its August 1997 IPO through the second quarter of 2008, American
Capital has earned a 17% compounded annual return, including interest,
dividends, fees and net gains, on 239 realizations of senior debt,
subordinated debt and equity investments, totaling $11 billion of original
committed capital.  These realizations represent 46% of all amounts invested
by American Capital since its August 1997 IPO.  Proceeds from these
realizations on average exceeded the total associated prior quarter valuation
of the investments by less than 1%.  American Capital earned a 30% compounded
annual return on the exit of its equity investments, including dividends, fees
and net gains.
    AMERICAN CAPITAL AGENCY CORP.
    American Capital increased its funds under management with the successful
completion of American Capital Agency Corp.'s ("AGNC") initial public offering
("IPO") on May 20, 2008 of 10 million shares of common stock, at a price of
$20.00 per share, for net proceeds of $186 million.  The shares are traded on
The NASDAQ Global Market under the symbol "AGNC."  In a private placement
concurrent with the AGNC IPO, American Capital purchased 5 million shares of
AGNC common stock at the IPO price of $20.00 per share, for $100 million.
AGNC's total net proceeds from the IPO and the concurrent private placement
were $286 million.  AGNC is externally managed and advised by an affiliate of
American Capital.
    THIRD PARTY VALUATION OF PORTFOLIO INVESTMENTS
    American Capital's Board of Directors is ultimately responsible for
determining the fair value of American Capital's portfolio investments on a
quarterly basis in good faith.  In that regard, the Board of Directors retains
independent third party valuation firms to assist it by having the third party
valuation firms regularly perform certain procedures that the Board identifies
and requests the respective third party firms to perform on a predetermined
selection of the Board's fair value determinations ("Procedures").  The Board
of Directors may also obtain valuation assistance from such firms on other
portfolio investments.  Representatives from the valuation firms also attend
American Capital's quarterly valuation meetings and provide their respective
quarterly reports to the Audit and Compliance Committee of the Board of
Directors.  Each quarter, the third party valuation firms will perform
Procedures on American Capital's determination of the aggregate fair value of
approximately one fourth of its investments in companies that have both been
portfolio companies for at least one year and that have a fair value in excess
of $25 million, in accordance with American Capital's valuation procedures.
    American Capital's Board of Directors engaged two valuation firms,
Houlihan Lokey Howard & Zukin Financial Advisors Inc. ("Houlihan Lokey") and
Duff & Phelps, LLC ("Duff & Phelps") to perform Procedures on American
Capital's fair value determinations for the second quarter of 2008.  Houlihan
Lokey and Duff & Phelps are both leading international valuation firms.  For
the quarter ended June 30, 2008, Houlihan Lokey performed its Procedures on
valuations of a total of 13 portfolio investments, with a value of $1.0
billion.  This value is approximately 10% of the fair value of American
Capital's total investments as of June 30, 2008.  Duff & Phelps also performed
its Procedures on valuations of an additional ten portfolio investments, with
a fair value of $0.3 billion as of the period end.  This value is
approximately 3% of the fair value of American Capital's total investments as
of June 30, 2008.  For the last four quarters, third party valuation firms
performed Procedures on an aggregate of 85 portfolio companies totaling $6.9
billion in fair value as of their respective valuation dates, in accordance
with American Capital's valuation procedures.  For those portfolio investments
on which each valuation firm has performed Procedures during each applicable
period, using the scope of review set forth by American Capital's Board of
Directors and in accordance with American Capital's valuation procedures, the
Board of Directors has made a fair value determination for such investments
that is within each valuation firm's aggregate range of fair value for the
investments.  Additionally, in connection with its review, Duff & Phelps also
concluded that the aggregate range of fair value determined by the Board of
Directors for the investments that it performed Procedures, was not
unreasonable.
    Financial highlights for the quarter are as follows:



                            AMERICAN CAPITAL, LTD.
                         CONSOLIDATED BALANCE SHEETS
           As of June 30, 2008, December 31, 2007 and June 30, 2007
                                (in millions)

                                                              Q2 2008 Versus
                                            Q2        Q4          Q4 2007
                                           2008      2007       $        %
                                        (unaudited)

    Assets
    Investments at fair value (cost of
     $10,680, $10,667 and $10,674
     respectively)                        $9,687   $10,928   $(1,241)  -11%
    Cash and cash equivalents                262       143       119    83%
    Restricted cash and cash equivalents     229       401      (172)  -43%
    Interest receivable                       42        56       (14)  -25%
    Other                                    236       204        32    16%
        Total assets                     $10,456   $11,732   $(1,276)  -11%

    Liabilities and Shareholders' Equity
    Debt                                  $4,475    $4,824     $(349)   -7%
    Derivative agreements                     76        77        (1)   -1%
    Accrued dividends payable                209       195        14     7%
    Other                                    100       195       (95)  -49%
        Total liabilities                  4,860     5,291      (431)   -8%

    Commitments and contingencies

    Shareholders' equity:
      Undesignated preferred stock,
       $0.01 par value, 5.0 shares
       authorized, 0.0 issued and
       outstanding                             -         -         -     0%
      Common stock, $0.01 par value,
       1,000.0 shares authorized,
       214.0, 201.4 and 185.6 issued
       and 207.2, 195.9 and 182.2
       outstanding, respectively               2         2         -     0%
      Capital in excess of par value       6,457     6,013       444     7%
      Undistributed net realized earnings    226       254       (28)  -11%
      Net unrealized (depreciation)
       appreciation of investments        (1,089)      172    (1,261)   NM
        Total shareholders' equity         5,596     6,441      (845)  -13%
        Total liabilities and
         shareholders' equity            $10,456   $11,732   $(1,276)  -11%


                                               Q2       Q2 2008 Versus Q2 2007
                                              2007            $           %
                                           (unaudited)

    Assets
    Investments at fair value (cost of
     $10,680, $10,667 and $10,674
     respectively)                            $11,516      $(1,829)      -16%
    Cash and cash equivalents                     172           90        52%
    Restricted cash and cash equivalents          202           27        13%
    Interest receivable                            57          (15)      -26%
    Other                                         204           32        16%
        Total assets                          $12,151      $(1,695)      -14%

    Liabilities and Shareholders' Equity
    Debt                                       $5,371        $(896)      -17%
    Derivative agreements                           3           73      2433%
    Accrued dividends payable                     151           58        38%
    Other                                         151          (51)      -34%
        Total liabilities                       5,676         (816)      -14%

    Commitments and contingencies

    Shareholders' equity:
      Undesignated preferred stock,
       $0.01 par value, 5.0 shares
       authorized, 0.0 issued and
       outstanding                                  -            -         0%
      Common stock, $0.01 par value,
       1,000.0 shares authorized,
       214.0, 201.4 and 185.6 issued
       and 207.2, 195.9 and 182.2
       outstanding, respectively                    2            -         0%
      Capital in excess of par value            5,470          987        18%
      Undistributed net realized earnings         167           59        35%
      Net unrealized (depreciation)
       appreciation of investments                836       (1,925)       NM
        Total shareholders' equity              6,475         (879)      -14%
        Total liabilities and
         shareholders' equity                 $12,151      $(1,695)      -14%

     NM = Not meaningful



                            AMERICAN CAPITAL, LTD.
                    CONSOLIDATED STATEMENTS OF OPERATIONS
              Three and Six Months Ended June 30, 2008 and 2007
                     (in millions, except per share data)
                                 (unaudited)

                                           Three Months     Three Months Ended
                                              Ended           June 30, 2008
                                             June 30,          Versus 2007
                                           2008     2007        $       %
    OPERATING INCOME:
    Investing operating income (1)         $231     $226       $5       2%
    Asset management and advisory
     operating income (2)                    32      100      (68)    -68%

      Total operating income                263      326      (63)    -19%

    OPERATING EXPENSES:
    Interest                                 48       73      (25)    -34%
    Salaries, benefits and stock-based
     compensation                            57       67      (10)    -15%
    General and administrative               20       22       (2)     -9%
      Total operating expenses              125      162      (37)    -23%

    OPERATING INCOME BEFORE INCOME TAXES    138      164      (26)    -16%

    Benefit (provision) for income taxes      7      (11)      18      NM

    NET OPERATING INCOME                    145      153       (8)     -5%

    Net realized gain on investments
      Portfolio company investments          63       77      (14)    -18%
      Taxes on realized gains                (3)       -       (3)    100%
      Foreign Currency                        1        -        1     100%
      Derivative agreements                 (12)       9      (21)     NM
        Total net realized gain              49       86      (37)    -43%

    REALIZED EARNINGS                       194      239      (45)    -19%

    Net unrealized (depreciation)
     appreciation of investments
      Portfolio company investments        (336)     507     (843)     NM
      Foreign currency translation            -        4       (4)   -100%
      Derivative agreements                  72       38       34      89%
        Total net unrealized (depreciation)
         appreciation                      (264)     549     (813)     NM

    NET (DECREASE) INCREASE IN NET
     ASSETS RESULTING FROM OPERATIONS
     ("EARNINGS")                          $(70)    $788    $(858)     NM

    NET OPERATING INCOME PER COMMON SHARE*:
      Basic                               $0.71    $0.93   $(0.22)    -24%
      Diluted                             $0.71    $0.91   $(0.20)    -22%

    REALIZED EARNINGS PER COMMON SHARE*:
      Basic                               $0.95    $1.45   $(0.50)    -34%
      Diluted                             $0.95    $1.42   $(0.47)    -33%

    EARNINGS PER COMMON SHARE*:
      Basic                              $(0.34)   $4.77   $(5.11)     NM
      Diluted                            $(0.34)   $4.68   $(5.02)     NM

    WEIGHTED AVERAGE SHARES OF COMMON
     STOCK OUTSTANDING:
      Basic                               204.4    165.1     39.3      24%
      Diluted                             204.4    168.5     35.9      21%

    DIVIDENDS DECLARED PER COMMON SHARE   $1.03    $0.91    $0.12      13%


                                                             Six Months Ended
                                          Six Months Ended    June 30, 2008
                                             June 30,          Versus 2007
                                           2008     2007        $       %
    OPERATING INCOME:
    Investing operating income (1)         $486     $431      $55      13%
    Asset management and advisory
     operating income (2)                    69      145      (76)    -52%

      Total operating income                555      576      (21)     -4%

    OPERATING EXPENSES:
    Interest                                111      135      (24)    -18%
    Salaries, benefits and stock-based
     compensation                           113      118       (5)     -4%
    General and administrative               43       47       (4)     -9%
      Total operating expenses              267      300      (33)    -11%

    OPERATING INCOME BEFORE INCOME TAXES    288      276       12       4%

    Benefit (provision) for income taxes      8       (9)      17     189%

    NET OPERATING INCOME                    296      267       29      11%

    Net realized gain on investments
      Portfolio company investments          91       87        4       5%
      Taxes on realized gains                (4)       -       (4)    100%
      Foreign Currency                        6        -        6     100%
      Derivative agreements                 (11)      12      (23)     NM
        Total net realized gain              82       99      (17)    -17%

    REALIZED EARNINGS                       378      366       12       3%

    Net unrealized (depreciation)
     appreciation of investments
      Portfolio company investments      (1,333)     514   (1,847)     NM
      Foreign currency translation           73       11       62     564%
      Derivative agreements                  (1)      31      (32)     NM
        Total net unrealized
         (depreciation) appreciation     (1,261)     556   (1,817)     NM

    NET (DECREASE) INCREASE IN NET
     ASSETS RESULTING FROM OPERATIONS
     ("EARNINGS")                         $(883)    $922  $(1,805)     NM

    NET OPERATING INCOME PER COMMON SHARE*:
      Basic                               $1.48    $1.68   $(0.20)    -12%
      Diluted                             $1.48    $1.64   $(0.16)    -10%

    REALIZED EARNINGS PER COMMON SHARE*:
      Basic                               $1.89    $2.30   $(0.41)    -18%
      Diluted                             $1.89    $2.25   $(0.36)    -16%

    EARNINGS PER COMMON SHARE*:
      Basic                              $(4.42)   $5.80  $(10.22)     NM
      Diluted                            $(4.42)   $5.68  $(10.10)     NM

    WEIGHTED AVERAGE SHARES OF COMMON
     STOCK OUTSTANDING:
      Basic                               199.8    158.9     40.9      26%
      Diluted                             199.8    162.4     37.4      23%

    DIVIDENDS DECLARED PER COMMON SHARE   $2.04    $1.80    $0.24      13%

    NM = Not meaningful.

    * May not recalculate due to rounding.

    (1) The investing operating income consists of interest, dividends,
prepayment fees and other fee income.
    (2) The asset management and advisory operating income consists primarily
of asset management fees and reimbursements, dividends from portfolio company
fund managers, transaction structuring fees, equity and loan financing fees,
portfolio company management and administrative fees and other fee income.


                              AMERICAN CAPITAL, LTD.
                           OTHER FINANCIAL INFORMATION
        Three Months Ended June 30, 2008, March 31, 2008 and June 30, 2007
                       (in millions, except per share data)
                                   (unaudited)


                                                              Q2 2008 Versus
                                             Q2       Q1         Q1 2008
                                            2008     2008        $       %

    Assets Under Management:
      American Capital Assets at Fair
       Value(1)                           $10,456  $10,219     $237      2%
      Externally Managed Assets at Fair
       Value(2)                             7,491    4,814    2,677     56%
        Total                             $17,947  $15,033   $2,914     19%

    Capital Resources Under Management:
      American Capital Assets at Fair
       Value plus Available Capital
       Resources(1)                       $12,045  $12,412    $(367)    -3%
      Externally Managed Assets at Fair
       Value plus Available Capital
       Resources(2)                         7,934    5,804    2,130     37%
        Total                             $19,979  $18,216   $1,763     10%

    New Investments:
      Senior Debt                            $111     $510    $(399)   -78%
      Subordinated Debt                       475      113      362    320%
      Preferred Equity                         82      115      (33)   -29%
      Common Equity                           150      123       27     22%
      Structured Products                     100       48       52    108%
        Total                                $918     $909       $9      1%

      Investments in Managed Funds           $125     $400    $(275)   -69%
      Financing for Private Equity
       Buyouts                                109        -      109    100%
      Direct Investments                       50      113      (63)   -56%
      American Capital Sponsored
       Buyouts                                  -      303     (303)  -100%
      CMBS Investments                         89       48       41     85%
      CLO/CDO Investments                      11        -       11    100%
      Add-on Financing for Growth             343       13      330     NM
      Add-on Financing for
       Recapitalizations                       99        2       97     NM
      Add-on Financing for Acquisitions        66        -       66    100%
      Add-on Financing for Working
       Capital in Distressed Situations        26       30       (4)   -13%
        Total                                $918     $909       $9      1%

    Realizations:
      Scheduled Principal Amortization        $28      $17      $11     65%
      Senior Loan Syndications                 21      274     (253)   -92%
      Principal Prepayments                   265      240       25     10%
      Payment of Accrued Payment-in-
       kind Interest and Dividends and
       Original Issue Discount                 16       20       (4)   -20%
      Sale of Equity Investments              149      380     (231)   -61%
        Total                                $479     $931    $(452)   -49%

    Appreciation, Depreciation, Gains
     and Losses:
      Gross Realized Gains                   $102      $51      $51    100%
      Gross Realized Losses                   (39)     (23)     (16)   -70%
        Portfolio Net Realized Gains           63       28       35    125%
      Taxes on Realized Gains                  (3)      (1)      (2)  -200%
      Foreign Currency                          1        5       (4)   -80%
      Interest Rate Derivatives               (12)       1      (13)    NM
        Net Realized Gains                     49       33       16     48%

      Gross Unrealized Appreciation at
       55, 30 and 50 Portfolio Companies      228      137       91     66%
      Gross Unrealized Depreciation at
       81, 113 and 41 Portfolio Companies    (497)  (1,088)     591    -54%
        Current Portfolio Net Unrealized
         (Depreciation) Appreciation         (269)    (951)     682    -72%
      Net Depreciation From the
       Recognition of Net Realized Gains      (67)     (46)     (21)    46%
      Net Unrealized Appreciation for
       Foreign Currency Translation             -       73      (73)  -100%
      Interest Rate Derivatives, net           72      (73)     145     NM
        Net Unrealized (Depreciation)
         Appreciation                        (264)    (997)     733    -74%

        Net Gains, Losses, Appreciation
         and Depreciation                   $(215)   $(964)    $749    -78%

    Other Financial Data:
      Net Asset Value per Share            $27.01   $28.16   $(1.15)    -4%
      Financial Liabilities at Cost        $4,475   $4,050     $425     10%
      Financial Liabilities at Fair
       Value                               $4,153   $3,875     $278      7%
      Market Capitalization                $4,925   $6,937  $(2,012)   -29%
      Total Enterprise Value               $9,137  $10,978  $(1,841)   -17%
    Credit Quality:
      Weighted Average Effective
       Interest Rate on Debt
       Investments at Period End(3)          11.2%    11.3%
      Loans on Non-Accrual at Face           $481     $375     $106     28%
      Loans on Non-Accrual at Fair Value     $116      $80      $36     45%
      Past Due Loans at Face                  $42     $106     $(64)   -60%
      Past Due and Non-Accrual Loans at
       Face as a Percentage of Total Loans    8.6%     8.2%
      Non-Accrual Loans at Fair Value
       as a Percentage of Total Loans         2.1%     1.5%
      Number of Portfolio Companies on
       Non-Accrual and Past Due                24       24
      Debt to Equity Conversions at Cost      $30      $40     $(10)   -25%
    Return on Equity:
      LTM Net Operating Income Return
       on Average Equity at Cost             10.0%    10.9%
      LTM Realized Earnings Return on
       Average Equity at Cost                13.2%    15.0%
      LTM Earnings Return on Average
       Equity                               -17.9%    -4.1%
      Current Quarter Net Operating
       Income Return on Average Equity
       at Cost Annualized                     8.8%     9.4%
      Current Quarter Realized Earnings
       Return on Average Equity at Cost
       Annualized                            11.8%    11.5%
      Current Quarter Earnings Return
       on Average Equity Annualized          -4.9%   -53.5%
    Dividends:
      Dividend Coverage (Realized
       Earnings per Basic
       Share/Dividend per Share)             0.92x    0.93x
      Dividend Payout Ratio (Dividend
       per Share/Realized Earnings per
       Basic Share)                          1.08x    1.07x
      LTM Dividend Coverage (Realized
       Earnings per Basic
       Share/Dividend per Share)             1.07x    1.23x
      LTM Dividend Payout Ratio
       (Dividend per Share/Realized
       Earnings per Basic Share)             0.94x    0.81x
      Dividends Declared                     $209     $196      $13      7%


                                              Q2       Q2 2008 Versus Q2 2007
                                             2007           $           %

    Assets Under Management:
      American Capital Assets at Fair
       Value(1)                             $12,151       (1,695)      -14%
      Externally Managed Assets at Fair
       Value(2)                               3,891        3,600        93%
         Total                              $16,042       $1,905        12%

    Capital Resources Under Management:
      American Capital Assets at Fair
       Value plus Available Capital
       Resources(1)                         $12,653         (608)       -5%
      Externally Managed Assets at Fair
       Value plus Available Capital
       Resources(2)                           4,137        3,797        92%
         Total                              $16,790       $3,189        19%

    New Investments:
      Senior Debt                            $1,989      $(1,878)      -94%
      Subordinated Debt                         451           24         5%
      Preferred Equity                          493         (411)      -83%
      Common Equity                             381         (231)      -61%
      Structured Products                       181          (81)      -45%
        Total                                $3,495      $(2,577)      -74%

      Investments in Managed Funds             $242        $(117)      -48%
      Financing for Private Equity
       Buyouts                                  804         (695)      -86%
      Direct Investments                        378         (328)      -87%
      American Capital Sponsored
       Buyouts                                1,458       (1,458)     -100%
      CMBS Investments                          126          (37)      -29%
      CLO/CDO Investments                        55          (44)      -80%
      Add-on Financing for Growth                10          333        NM
      Add-on Financing for
       Recapitalizations                        202         (103)      -51%
      Add-on Financing for Acquisitions         205         (139)      -68%
      Add-on Financing for Working
      Capital in Distressed Situations           15           11        73%
        Total                                $3,495      $(2,577)      -74%

    Realizations:
      Scheduled Principal Amortization          $18          $10        56%
      Senior Loan Syndications                  226         (205)      -91%
      Principal Prepayments                     524         (259)      -49%
      Payment of Accrued Payment-in-
       kind Interest and Dividends and
       Original Issue Discount                   31          (15)      -48%
      Sale of Equity Investments                185          (36)      -19%
        Total                                  $984        $(505)      -51%

    Appreciation, Depreciation, Gains
     and Losses:
      Gross Realized Gains                     $108          $(6)       -6%
      Gross Realized Losses                     (31)          (8)      -26%
        Portfolio Net Realized Gains             77          (14)      -18%
      Taxes on Realized Gains                     -           (3)      100%
      Foreign Currency                            -            1       100%
      Interest Rate Derivatives                   9          (21)       NM
        Net Realized Gains                       86          (37)      -43%

      Gross Unrealized Appreciation at
       55, 30 and 50 Portfolio Companies        698         (470)      -67%
      Gross Unrealized Depreciation at
       81, 113 and 41 Portfolio Companies      (170)        (327)     -192%
        Current Portfolio Net
         Unrealized (Depreciation)
         Appreciation                           528         (797)       NM
      Net Depreciation From the
       Recognition of Net Realized Gains        (21)         (46)     -219%
      Net Unrealized Appreciation for
       Foreign Currency Translation               4           (4)     -100%
      Interest Rate Derivatives, net             38           34        89%
        Net Unrealized (Depreciation)
         Appreciation                           549         (813)       NM

        Net Gains, Losses,
         Appreciation and Depreciation         $635        $(850)       NM

    Other Financial Data:
      Net Asset Value per Share              $35.54       $(8.53)      -24%
      Financial Liabilities at Cost          $5,371        $(896)      -17%
      Financial Liabilities at Fair Value        NA           NA         NA
      Market Capitalization                  $7,747      $(2,822)      -36%
        Total Enterprise Value              $12,946      $(3,809)      -29%
    Credit Quality:
      Weighted Average Effective
       Interest Rate on Debt
       Investments at Period End(3)            11.7%
      Loans on Non-Accrual at Face             $232         $249       107%
      Loans on Non-Accrual at Fair Value        $56          $60       107%
      Past Due Loans at Face                    $27          $15        56%
      Past Due and Non-Accrual Loans at
       Face as a Percentage of Total Loans      4.1%
      Non-Accrual Loans at Fair Value
       as a Percentage of Total Loans           0.9%
      Number of Portfolio Companies on
       Non-Accrual and Past Due                  19
      Debt to Equity Conversions at Cost         $-
    Return on Equity:
      LTM Net Operating Income Return
       on Average Equity at Cost               11.3%
      LTM Realized Earnings Return on
       Average Equity at Cost                  16.0%
      LTM Earnings Return on Average
       Equity                                  29.1%
      Current Quarter Net Operating
       Income Return on Average Equity
       at Cost Annualized                      12.1%
      Current Quarter Realized Earnings
       Return on Average Equity at Cost
       Annualized                              18.8%
      Current Quarter Earnings Return
       on Average Equity Annualized            56.0%
    Dividends:
      Dividend Coverage (Realized
       Earnings per Basic
       Share/Dividend per Share)               1.59x
      Dividend Payout Ratio (Dividend
       per Share/Realized Earnings per
       Basic Share)                            0.63x
      LTM Dividend Coverage (Realized
       Earnings per Basic
       Share/Dividend per Share)               1.30x
      LTM Dividend Payout Ratio
       (Dividend per Share/Realized
       Earnings per Basic Share)               0.77x
      Dividends Declared                       $151          $58        38%

    NM = Not meaningful
    NA = Not available

    (1) Includes American Capital's investment in its externally managed
funds.
    (2) Includes European Capital, American Capital Agency Corp., American
Capital Equity I, American Capital Equity II, ACAS CLO-1 and ACAS CRE CDO
2007-1.    (3) Includes private finance and CMBS portfolio.



                            AMERICAN CAPITAL, LTD.
                         OTHER FINANCIAL INFORMATION
                             As of June 30, 2008
                                (in millions)
                                 (unaudited)

    The following table summarizes the current GAAP cost basis and fair value
of our investments as of June 30, 2008 compared to the realizable value, which
is amount that we currently anticipate realizing on settlement or maturity of
these investments, or realizable value:
                                                                  Difference
                                                                   Between
                                                                  Realizable
                                                                    Value
                                             GAAP Fair Realizable  and GAAP
        Asset Class        GAAP Cost Basis     Value      Value   Fair Value

    Private Finance            $8,195          $7,588    $7,755      $167
    Structured Products           962             463       939       476
    Managed Funds               1,454           1,312     1,312         -
    American Capital, LLC          69             323       323         -
    Derivatives, net                1             (75)      (79)       (4)
      Total                   $10,681          $9,611   $10,250      $639



    USE OF NON-GAAP FINANCIAL INFORMATION
    In addition to the results presented in accordance with GAAP, this press
release includes realizable value, a non-GAAP financial measure which
management uses in its internal analysis of results, and believes may be
informative to investors gauging the quality of the Company's assets and
financial performance from a long-term perspective, identifying trends in its
results and providing meaningful period-to-period comparisons.  Realizable
value is defined as the future value that American Capital currently
anticipates realizing on the settlement or maturity of its investments.  It
does not represent current fair value or net present value.  American Capital
believes that this non-GAAP financial measure provides information useful to
investors because the Company generally intends to hold its assets to
settlement or maturity, and there may be material differences between the GAAP
fair values of its investments and the amounts the Company expects to realize
on settlement or maturity.  This is primarily because the current lack of
liquidity in the financial markets has caused investment spreads between the
cost of funds and investment income to widen significantly on investments,
resulting in current fair values under Statement of Financial Accounting
Standards No. 157 that are materially lower than what the Company currently
anticipates realizing on settlement or maturity.  American Capital believes
that providing investors with realizable value in addition to the related GAAP
fair value gives investors greater transparency to the information used by
management in its financial operational decision-making.  Although American
Capital believes that this non-GAAP financial measure enhances investors'
understanding of its business and performance, realizable value should not be
considered as an alternative to GAAP basis financial measures.  A
reconciliation of non-GAAP realizable value to GAAP fair value is set forth
above.


                                           Static Pool
    Portfolio Statistics(1)
   ($ in millions, unaudited)

                         Pre-1999   1999   2000   2001   2002    2003    2004
    Internal Rate of
     Return-All
     Investments(2)         7.2%    9.2%   8.0%  18.7%   8.9%   21.9%   16.1%
    Internal Rate of
     Return-All
     Investments(3)         7.2%    9.2%   8.0%  18.7%   8.9%   21.8%   15.6%
    Internal Rate of
     Return-Equity
     Investments
     Only(3)(4)(5)         21.3%  -18.1%  12.1%  46.8%  15.3%   31.1%   28.5%
    Original Investments
     and Commitments        $400    $380   $285   $375   $958  $1,432  $2,265
    Total Exits and
     Prepayments of
     Original Investments   $330    $297   $285   $286   $701  $1,083  $1,593
    Total Interest,
     Dividends and Fees
     Collected              $155    $145   $105   $147   $299    $357    $512
    Total Net Realized
     (Loss) Gain on
     Investments            $(67)   $(48)  $(39)   $25   $(68)   $141    $158
    Current Cost of
     Investments             $69     $29     $-    $58   $237    $306    $661
    Current Fair Value of
     Investments             $55     $18     $-    $17   $188    $371    $534
    Current Fair Value of
     Investments as a % of
     Total Investments at
     Fair Value              0.6%    0.2%     0%   0.2%   1.9%    3.8%    5.5%

    Net Unrealized
     Appreciation/
    (Depreciation)          $(14)   $(11)    $-   $(41)  $(49)    $65   $(127)
    Non-Accruing Loans at
     Face                    $14      $6     $-    $25    $51     $14     $63
    Non-Accruing Loans at
     Fair Value               $5      $2     $-     $7    $10      $-     $17
    Equity Interest at
     Fair Value(4)           $36     $10     $-     $3    $41    $154    $102
    Debt to EBITDA
     (6)(7)(8)                NM     2.2      -   10.0    5.8     4.9     6.1
    Interest Coverage
     (6)(8)                   NM     4.4      -    1.6    1.4     1.6     1.6
    Debt Service Coverage
     (6)(8)                   NM     3.7      -    1.6    1.1     1.5     1.2
    Average Age of
     Companies(8)          67 yrs  59 yrs     -  20 yrs 43 yrs  39 yrs  38 yrs
    Diluted Ownership
     Percentage(4)            54%     54%     0%    50%    36%     52%     31%
    Average Sales(8)(9)     $199     $25     $-    $91    $67    $179    $109
    Average EBITDA(8)(10)    $12      $4     $-     $1    $13     $33     $22
    Average EBITDA Margin    6.0%   16.0%     0%   1.1%  19.4%   18.4%   20.2%
    Total Sales(8)(9)       $318     $33     $-   $330   $359  $1,350  $1,768
    Total EBITDA(8)(10)      $15      $5     $-     $8    $47    $189    $287
    % of Senior Loans
     (8)(11)                  96%      0%     0%    32%    66%     61%     59%
    % of Loans with
     Lien(8)(11)             100%    100%     0%   100%   100%    100%     92%


                                   Static Pool
                                                         Pre-1999
                                                          - 2008   2003 - 2008
                          2005    2006    2007    2008   Aggregate  Aggregate
    Internal Rate of
     Return-All
     Investments(2)       16.8%   15.4%    5.5%  -21.7%      13.4%    15.1%
    Internal Rate of
     Return-All
     Investments(3)       16.8%   13.8%   -7.4%  -28.2%      11.6%    12.4%
    Internal Rate of
     Return-Equity
     Investments
     Only(3)(4)(5)        20.5%   21.7%    4.5%  -67.5%       18.9%    20.1%
    Original Investments
     and Commitments    $4,272  $5,084  $7,189    $653     $23,293  $20,895
    Total Exits and
     Prepayments of
     Original
     Investments        $1,911  $2,436  $1,810      $-     $10,732   $8,833
    Total Interest,
     Dividends and Fees
     Collected            $765    $651    $446     $27      $3,609   $2,758
    Total Net Realized
     (Loss) Gain on
     Investments          $315     $87      $-      $-        $504     $701
    Current Cost of
     Investments        $2,298  $2,313  $4,131    $578     $10,680  $10,287
    Current Fair Value
     of Investments     $2,435  $2,241  $3,325    $502      $9,686   $9,408
    Current Fair Value
     of Investments
     as a % of Total
     Investments at
     Fair Value           25.2%   23.1%   34.3%    5.2%      100.0%    97.1%
    Net Unrealized
     Appreciation/
    (Depreciation)        $137    $(72)  $(806)   $(76)      $(994)   $(879)
    Non-Accruing Loans
     at Face               $72     $54    $182      $-        $481     $385
    Non-Accruing Loans at
     Fair Value            $15     $35     $25      $-        $116      $92
    Equity Interest at
     Fair Value(4)      $1,429    $741  $1,084    $190      $3,790   $3,700
    Debt to EBITDA
     (6)(7)(8)             4.6     5.6     6.9     5.7         6.0      6.0
    Interest Coverage
     (6)(8)                2.2     1.9     1.7     1.7         1.8      1.8
    Debt Service
     Coverage(6)(8)        1.6     1.6     1.7     1.6         1.6      1.6
    Average Age of
     Companies(8)       29 yrs  28 yrs  27 yrs  19 yrs      29 yrs   29 yrs
    Diluted Ownership
     Percentage(4)          56%     33%     47%     59%         46%      46%
    Average Sales(8)(9)   $111    $138    $202     $97        $155     $157
    Average EBITDA(8)(10)  $24     $31     $37     $25         $31      $32
    Average EBITDA
     Margin               21.6%   22.5%   18.3%   25.8%       20.0%    20.4%
    Total Sales(8)(9)   $2,859  $4,872  $9,257    $726     $21,872  $20,832
    Total EBITDA(8)(10)   $420    $911  $1,626    $176      $3,684   $3,609
    % of Senior Loans
     (8)(11)                64%     39%     66%     39%         56%      56%
    % of Loans with
     Lien(8)(11)            91%     82%     95%     76%         90%      90%



    (1)  Static pool classification is based on the year the initial
investment was made. Subsequent add-on investments are included in the static
pool year of the original investment. Investments in government securities and
interest rate derivative agreements are excluded.
    (2)  Assumes investments are exited at realizable based on anticipated
proceeds to be received upon settlement or maturity.
    (3)  Assumes investments are exited at current GAAP fair value.
    (4)  Excludes investments in commercial mortgage backed securities and
collateralized debt obligations.
    (5)  Excludes equity investments that are the result of conversions of
debt and warrants received with the issuance of debt.
    (6)  These amounts do not include investments in which the Company owns
only equity.
    (7)  For portfolio companies with a nominal EBITDA amount, the portfolio
company's maximum debt leverage is limited to 15 times EBITDA.
    (8)  Excludes investments in commercial mortgage backed securities,
collateralized debt obligations, ACAS CRE CDO 2007-1, Ltd., European Capital
Limited and American Capital Agency Corp.
    (9)  Sales of the most recent twelve months, or when appropriate, the
forecasted twelve months.
    (10) EBITDA of the most recent twelve months, or when appropriate, the
forecasted twelve months.
    (11) As a percentage of our total debt investments.

    (12) Excludes investments in American Capital, LLC and our managed funds.


    Additional Dividend Information
    American Capital must make certain distributions of its taxable income in
order to maintain its tax status as a regulated investment company.  Investors
can refer to American Capital's most recent report on Form 10-K for more
information about its tax status.  Taxable income differs from GAAP income
because of both temporary and permanent differences in income and expense
recognition.  For example, changes in appreciation and depreciation of
portfolio investments have no impact on American Capital's taxable income.
American Capital reports the anticipated tax characteristics of each dividend
when announced, while the actual tax characteristics of each year's dividends
are reported annually to shareholders on Form 1099DIV.  The net long term
capital gains in the 2007 tax year totaling $142 million were distributed to
shareholders as a part of the second quarter 2008 dividend.  The Company
anticipates the 2008 year-to-date declared dividends of $3.09 per share to be
comprised of $0.68 per share of long-term capital gains and $2.41 per share of
ordinary taxable income.  Dividends of long-term capital gains qualify for the
15% capital gains tax rate.
    DIVIDEND REINVESTMENT PLAN ("DRIP")
    In appreciation of the loyal support of our shareholders, American
Capital's Dividend Reinvestment Plan grants a 2% discount to the market price
for reinvested dividends when the market price per share equals or exceeds the
NAV per share by at least 110%.  Please see the prospectus for additional
information.  Brokerages that have confirmed participation in the DRIP
include, but are not limited to:
    A.G. Edwards
    Citigroup-Smith Barney
    Fidelity
    Merrill Lynch
    Morgan Keegan
    RBC Dain Rauscher
    UBS Financial
    Wachovia Securities
    Wedbush Morgan

    For more information regarding the DRIP, please visit our website or call
our Investor Relations Department at (301) 951-5917.

    American Capital has declared $29.25 of dividends since its August 1997
IPO at $15.00 per share.  A summary of American Capital's dividend history and
forecast follows.



                                                   % Change of     Cumulative
                                                  Dividend Over    Dividends
    Year/Quarter                    Dividend       Prior Year      Declared

    2008 Forecast                     $4.19             13%
    Q4 Forecast                       $1.10             10%
    Q3 Declared                       $1.05             14%        $29.25
    Q2 Paid                           $1.03             13%        $28.20
    Q1 Paid                           $1.01             13%        $27.17

    2007                              $3.72             12%        $26.16
    2006                              $3.33              9%        $22.44
    2005                              $3.08              6%        $19.11
    2004                              $2.91              4%        $16.03
    2003                              $2.79              9%        $13.12
    2002                              $2.57             12%        $10.33
    2001                              $2.30              6%         $7.76
    2000                              $2.17             25%         $5.46
    1999                              $1.74             30%         $3.29
    1998                              $1.34             N/A         $1.55
    Q4 1997                           $0.21                         $0.21



    SHAREHOLDER CALL
    American Capital invites shareholders, prospective shareholders and
analysts to attend the American Capital Shareholder Call on Wednesday, August
6, 2008 at 11:00 am ET.  The dial in number will be (888) 428-4480.
International callers should dial +1 (651) 291-5254.  Please advise the
operator you are dialing in for the American Capital Shareholder Call.
Shareholder presentations, webcasts and audio recordings can be found in the
Investor Relations section of our website at www.ACAS.com.
    BEFORE THE CALL:
    REVIEW THE SLIDE PRESENTATION IN ADVANCE OF THE SHAREHOLDER CALL
    The quarterly shareholder presentation includes a slide presentation to
accompany the call that participants may download and print prior to the call.
You may wish to take the time to review the slides in advance of the
Shareholder Call.
    DURING THE CALL:
    VIEW STREAMING SLIDE PRESENTATION DURING THE SHAREHOLDER CALL
    During the Shareholder Call you may watch and listen to the webcast or
listen to the Shareholder Call by phone and step through the slides at your
own pace.
    AFTER THE CALL:
    LISTEN AND VIEW AUDIO SLIDE PRESENTATION AFTER THE CALL
    The audio of the Shareholder Call combined with the slide presentation
will be made available on our website after the call on August 6, 2008.  An
archive of our audio and slide presentations of our quarterly shareholder
calls can be found in the Investor Relations section of our website at
www.ACAS.com.
    AUDIO ONLY PRESENTATION AVAILABLE AFTER THE SHAREHOLDER CALL:
    There will be a phone recording available from 3:00 pm ET Wednesday,
August 6, 2008 until 11:59 pm ET Wednesday, August 20, 2008.  If you are
interested in hearing the recording of the presentation, please dial (800)
475-6701.  International callers may dial +1 (320) 365-3844.  The access code
for both domestic and international callers is 952932.
    For further information or questions, please do not hesitate to call our
Investor Relations Department at (301) 951-5917.
    ABOUT AMERICAN CAPITAL
    American Capital, with $20 billion in capital resources under management,
is the only private equity fund and the largest alternative asset management
company in the S&P 500.  American Capital, both directly and through its
global asset management business, originates, underwrites and manages
investments in private equity, leveraged finance, real estate and structured
products.  American Capital and its affiliates invest from $5 million to $800
million per company in North America and 5 million euros to 500 million euros
per company in Europe.  American Capital was founded in 1986 and currently has
12 offices in the U.S. and Europe.
    As of June 30, 2008, American Capital shareholders have enjoyed a total
return of 328% since the Company's IPO -- an annualized return of 14%,
assuming reinvestment of dividends.  American Capital has paid a total of $2.5
billion in dividends and paid or declared $29.25 dividends per share since its
August 1997 IPO at $15 per share.
    Companies interested in learning more about American Capital's flexible
financing should contact Mark Opel, Senior Vice President, Business
Development, at (800) 248-9340, or visit www.AmericanCapital.com or
www.EuropeanCapital.com.
    Persons considering an investment in American Capital should consider the
investment objectives, risks and charges and expenses of the Company carefully
before investing.  Such information and other information about the Company is
available in the Company's annual report on Form 10-K, quarterly reports on
Form 10-Q and in the prospectuses the Company issues from time to time in
connection with its offering of securities.  Such materials are filed with the
Securities and Exchange Commission ("SEC") and copies are available on the
SEC's website, www.sec.gov.  Prospective investors should read such materials
carefully before investing.
    Performance data quoted above represents past performance of American
Capital.  Past performance does not guarantee future results and the
investment return and principal value of an investment in American Capital
will likely fluctuate.  Consequently, an investor's shares, when sold, may be
worth more or less than their original cost.  Additionally, American Capital's
current performance may be lower or higher than the performance data quoted
above.
    FORWARD-LOOKING STATEMENTS
    This press release contains forward-looking statements.  Forward-looking
statements are based on estimates, projections, beliefs and assumptions of
management of the Company at the time of such statements and are not
guarantees of future performance. Forward-looking statements involve risks and
uncertainties in predicting future results and conditions.  Actual results
could differ materially from those projected in these forward-looking
statements due to a variety of factors, including, without limitation, the
uncertainties associated with the timing of transaction closings, changes in
interest rates, availability of transactions, changes in regional, national or
international economic conditions or changes in the conditions of the
industries in which American Capital has made investments.  Certain factors
that could cause actual results to differ materially from those contained in
the forward-looking statements are included in the "Risk Factors" section of
the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2007 and the Company's subsequent periodic filings.  Copies are available
on the SEC's website at www.sec.gov.  Forward-looking statements are made as
of the date of this press release, and are subject to change without notice.
We disclaim any obligation to update or revise any forward-looking statements
based on the occurrence of future events, the receipt of new information, or
otherwise.
SOURCE  American Capital, Ltd.

John Erickson, Chief Financial Officer, +1-301-951-6122, or Amanda
Cuthbertson, Director, Investor Relations, +1-301-951-6122, or Pete Deoudes,
Director, Equity Capital Markets, +1-301-951-6122, all of American Capital,
Ltd.
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