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 ☑ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☑ NO ☐

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

Large accelerated filer ☑ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☑

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

	March 31, 2020			December 31, 2019				June 30, 2020			December 31, 2019
	(unaudited)							(unaudited)
Assets
Residential mortgage investments ($8.50 and $10.83 billion pledged at March 31, 2020 and December 31, 2019, respectively)	$	8,503,171			$	11,222,182
Cash collateral receivable from secured borrowing counterparties		359,168				–
Residential mortgage investments ($7.97 and $10.83 billion pledged at June 30, 2020 and December 31, 2019, respectively)								$	8,327,900			$	11,222,182
Cash collateral receivable from derivative counterparties		95,929				65,477			103,618				65,477
Derivatives at fair value		–				1,471			–				1,471
Cash and cash equivalents		329,448				105,397			121,991				105,397
Receivables and other assets		125,127				125,474			115,062				125,474
	$	9,412,843			$	11,520,001		$	8,668,571			$	11,520,001
Liabilities
Secured borrowings	$	8,379,422			$	10,275,413		$	7,575,294			$	10,275,413
Derivatives at fair value		50,862				29,156			49,575				29,156
Unsecured borrowings		98,418				98,392			98,443				98,392
Common stock dividend payable		14,862				14,605			15,041				14,605
Accounts payable and accrued expenses		25,655				28,702			17,329				28,702
		8,569,219				10,446,268			7,755,682				10,446,268
Stockholders’ equity
Preferred stock - $0.10 par value; 100,000 shares authorized:
7.50% Cumulative Redeemable Preferred Stock, Series E, 10,329 shares issued and outstanding ($258,226 aggregate liquidation preference) at March 31, 2020 and December 31, 2019		250,946				250,946
7.50% Cumulative Redeemable Preferred Stock, Series E, 10,329 shares issued and outstanding ($258,226 aggregate liquidation preference) at June 30, 2020 and December 31, 2019									250,946				250,946
Common stock - $0.01 par value; 250,000 shares authorized:
96,395 and 94,606 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively		964				946
96,395 and 94,606 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively									964				946
Paid-in capital		1,266,045				1,252,481			1,266,976				1,252,481
Accumulated deficit		(668,053	)			(444,039	)		(664,749	)			(444,039	)
Accumulated other comprehensive (loss) income		(6,278	)			13,399
Accumulated other comprehensive income									58,752				13,399
		843,624				1,073,733			912,889				1,073,733
	$	9,412,843			$	11,520,001		$	8,668,571			$	11,520,001

	Quarter Ended						Quarter Ended						Six Months Ended
	March 31						June 30						June 30
	2020			2019			2020			2019			2020			2019
Interest income:
Residential mortgage investments	$	69,228		$	83,807		$	48,133		$	85,100		$	117,361		$	168,907
Other		399			422			22			600			421			1,022
		69,627			84,229			48,155			85,700			117,782			169,929
Interest expense:
Secured borrowings		(45,273	)		(63,779	)		(13,055	)		(67,945	)		(58,328	)		(131,724	)
Unsecured borrowings		(1,900	)		(1,891	)		(1,900	)		(1,900	)		(3,800	)		(3,791	)
		(47,173	)		(65,670	)		(14,955	)		(69,845	)		(62,128	)		(135,515	)
		22,454			18,559			33,200			15,855			55,654			34,414
Other expense:					��
Loss on derivative instruments (net)		(155,739	)		(21,657	)		(6,948	)		(74,842	)		(162,687	)		(96,499	)
Loss on sale of investments		(67,820	)		–
Loss on sale of investments (net)								–			(1,365	)		(67,820	)		(1,365	)
Compensation-related expense		(2,204	)		(3,609	)		(2,330	)		(1,972	)		(4,534	)		(5,581	)
Other general and administrative expense		(1,202	)		(1,128	)		(1,219	)		(1,138	)		(2,421	)		(2,266	)
Miscellaneous other (expense) revenue		(142	)		89
Miscellaneous other revenue (expense)								1			2			(141	)		91
		(227,107	)		(26,305	)		(10,496	)		(79,315	)		(237,603	)		(105,620	)
Net loss		(204,653	)		(7,746	)
Net income (loss)								22,704			(63,460	)		(181,949	)		(71,206	)
Less preferred stock dividends		(4,842	)		(4,842	)		(4,842	)		(4,842	)		(9,684	)		(9,684	)
Net loss to common stockholders	$	(209,495	)	$	(12,588	)
Net income (loss) to common stockholders							$	17,862		$	(68,302	)	$	(191,633	)	$	(80,890	)

Net loss per common share:
Net income (loss) per common share:
Basic and diluted	$	(2.21	)	$	(0.15	)	$	0.19		$	(0.80	)	$	(2.01	)	$	(0.95	)

Weighted average common shares outstanding:
Basic and diluted		94,897			84,894
Basic								95,655			84,934			95,276			84,914
Diluted								95,887			84,934			95,276			84,914

Quarter Ended

March 31

2020

2019

Net loss

$
(204,653
)

$
(7,746
)

Other comprehensive income (loss)

Amounts related to available for sale securities:

Change in net unrealized gain or loss

(65,770
)

43,476

Reclassification adjustment for amounts
included in net loss

66,864

–

Amounts related to cash flow hedges:

Change in net unrealized gain or loss

(21,251
)

(8,551
)
Reclassification adjustment for amounts
included in net loss

480

(10,571
)

(19,677
)

24,354

Comprehensive (loss) income

$
(224,330
)

$
16,608

	Quarter Ended						Six Months Ended
	June 30						June 30
	2020			2019			2020			2019
Net income (loss)	$	22,704		$	(63,460	)	$	(181,949	)	$	(71,206	)

Other comprehensive income
Amounts related to available for sale securities:
Change in net unrealized gain or loss		64,659			47,185			(1,111	)		90,661
Reclassification adjustment for amounts included in net income (loss)		–			1,365			66,864			1,365
Amounts related to cash flow hedges:
Change in net unrealized gain or loss		(567	)		(6,746	)		(21,818	)		(15,297	)
Reclassification adjustment for amounts included in net income (loss)		938			(6,351	)		1,418			(16,922	)
		65,030			35,453			45,353			59,807
Comprehensive income (loss)	$	87,734		$	(28,007	)	$	(136,596	)	$	(11,399	)

																Preferred Stock		Common Stock			Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Income			Total Stockholders’ Equity
Balance at March 31, 2020																$	250,946	$	964		$	1,266,045	$	(668,053	)	$	(6,278	)	$	843,624
Net income																–		–			–			22,704		–				22,704
Change in unrealized gain on mortgage securities, net																–		–			–		–				64,659			64,659
Amounts related to cash flow hedges, net																–		–			–		–				371			371
Cash dividends:
Common – $0.15 per share																–		–			–			(14,558	)	–				(14,558	)
Preferred – $0.47 per share																–		–			–			(4,842	)	–				(4,842	)
Other additions to capital																–		–				931	–			–				931
Balance at June 30, 2020																$	250,946	$	964		$	1,266,976	$	(664,749	)	$	58,752		$	912,889

Balance at March 31, 2019																$	250,946	$	856		$	1,175,878	$	(366,110	)	$	3,308		$	1,064,878
Net loss																–		–			–			(63,460	)	–				(63,460	)
Change in unrealized gain on mortgage securities, net																–		–			–		–				48,550			48,550
Amounts related to cash flow hedges, net																–		–			–		–				(13,097	)		(13,097	)
Cash dividends:
Common – $0.12 per share																–		–			–			(10,291	)	–				(10,291	)
Preferred – $0.47 per share																–		–			–			(4,842	)	–				(4,842	)
Other additions to capital																–			(1	)		651	–			–				650
Balance at June 30, 2019																$	250,946	$	855		$	1,176,529	$	(444,703	)	$	38,761		$	1,022,388
	Preferred Stock		Common Stock		Paid-in Capital		Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
Balance at December 31, 2019	$	250,946	$	946	$	1,252,481	$	(444,039	)	$	13,399		$	1,073,733		$	250,946	$	946		$	1,252,481	$	(444,039	)	$	13,399		$	1,073,733
Net loss	–		–		–			(204,653	)	–				(204,653	)	–		–			–			(181,949	)	–				(181,949	)
Change in unrealized gain on mortgage securities, net	–		–		–		–				1,094			1,094		–		–			–		–				65,753			65,753
Amounts related to cash flow hedges, net	–		–		–		–				(20,771	)		(20,771	)	–		–			–		–				(20,400	)		(20,400	)
Cash dividends:
Common – $0.15 per share	–		–		–			(14,519	)	–				(14,519	)
Preferred – $0.47 per share	–		–		–			(4,842	)	–				(4,842	)
Common – $0.30 per share																–		–			–			(29,077	)	–				(29,077	)
Preferred – $0.94 per share																–		–			–			(9,684	)	–				(9,684	)
Issuance of common stock	–			16		12,841	–			–				12,857		–			16			12,841	–			–				12,857
Other additions to capital	–			2		723	–			–				725		–			2			1,654	–			–				1,656
Balance at March 31, 2020	$	250,946	$	964	$	1,266,045	$	(668,053	)	$	(6,278	)	$	843,624
Balance at June 30, 2020																$	250,946	$	964		$	1,266,976	$	(664,749	)	$	58,752		$	912,889

Balance at December 31, 2018	$	250,946	$	853	$	1,174,880	$	(346,570	)	$	(21,046	)	$	1,059,063		$	250,946	$	853		$	1,174,880	$	(346,570	)	$	(21,046	)	$	1,059,063
Net loss	–		–		–			(7,746	)	–				(7,746	)	–		–			–			(71,206	)	–				(71,206	)
Change in unrealized gain on mortgage securities, net	–		–		–		–				43,476			43,476		–		–			–		–				92,026			92,026
Amounts related to cash flow hedges, net	–		–		–		–				(19,122	)		(19,122	)	–		–			–		–				(32,219	)		(32,219	)
Cash dividends:
Common – $0.08 per share	–		–		–			(6,952	)	–				(6,952	)
Preferred – $0.47 per share	–		–		–			(4,842	)	–				(4,842	)
Common – $0.20 per share																–		–			–			(17,243	)	–				(17,243	)
Preferred – $0.94 per share																–		–			–			(9,684	)	–				(9,684	)
Other additions to capital	–			3		998	–			–				1,001		–			2			1,649	–			–				1,651
Balance at March 31, 2019	$	250,946	$	856	$	1,175,878	$	(366,110	)	$	3,308		$	1,064,878
Balance at June 30, 2019																$	250,946	$	855		$	1,176,529	$	(444,703	)	$	38,761		$	1,022,388

	Quarter Ended March 31						Six Months Ended June 30
	2020			2019			2020			2019
Operating activities:
Net loss	$	(204,653	)	$	(7,746	)	$	(181,949	)	$	(71,206	)
Adjustments to reconcile net loss to cash provided by operating activities:
Amortization of investment premiums		20,691			18,253			36,079			36,399
Amortization of equity-based awards		835			1,109			1,767			1,779
Amortization of unrealized gain on de-designated hedges		(103	)		(3,020	)
Amortization of unrealized net loss (gain) on de-designated hedges								19			(9,735	)
Loss on sale of mortgage investments		67,820			–			67,820			1,365
Loss on derivative instruments (net)		156,747			26,237			155,835			85,625
Other depreciation and amortization		29			27			59			54
Net change in receivables, other assets, accounts payable and accrued expenses		(1,872	)		12,635			1,479			16,608
Net cash provided by operating activities		39,494			47,495			81,109			60,889
Investing activities:
Purchases of residential mortgage investments		(814,547	)		(994,371	)		(1,453,161	)		(1,538,636	)
Proceeds from sales of residential mortgage investments		2,540,426			–			2,558,871			303,991
Interest receivable acquired with the purchase of residential mortgage investments		(1,495	)		(2,190	)		(2,519	)		(3,293	)
Principal collections on residential mortgage investments, including changes in mortgage securities principal remittance receivable		902,873			768,168			1,753,877			1,705,959
Redemption of lending counterparty investments		–			5,000			–			5,000
Net cash provided by (used in) investing activities		2,627,257			(223,393	)
Net cash provided by investing activities								2,857,068			473,021
Financing activities:
Proceeds from repurchase arrangements and similar borrowings		29,271,292			31,034,056			47,502,427			71,904,683
Principal payments on repurchase arrangements and similar borrowings		(31,167,283	)		(30,790,967	)		(50,202,545	)		(72,141,471	)
Increase in cash collateral receivable from derivative counterparties		(30,452	)		(26,394	)
Increase in cash collateral receivable from secured borrowing counterparties		(359,168	)		–
Decrease in cash collateral receivable from derivative counterparties								(38,141	)		(39,076	)
Net payments on derivative settlements		(150,760	)		(56,731	)		(157,773	)		(115,279	)
Issuance of common stock		12,882			–			12,882			–
Other capital stock transactions		(107	)		(106	)		(108	)		(106	)
Dividends paid		(19,104	)		(11,816	)		(38,325	)		(23,472	)
Net cash (used in) provided by financing activities		(2,442,700	)		148,042
Net cash used in financing activities								(2,921,583	)		(414,721	)
Net change in cash and cash equivalents		224,051			(27,856	)		16,594			119,189
Cash and cash equivalents at beginning of period		105,397			60,289			105,397			60,289
Cash and cash equivalents at end of period	$	329,448		$	32,433		$	121,991		$	179,478

Capstead Mortgage Corporation operates as a self-managed real estate investment trust for federal income tax purposes (a “REIT”) and is based in Dallas, Texas. Unless the context otherwise indicates, Capstead Mortgage Corporation, together with its subsidiaries, is referred to as “Capstead” or the “Company.” Capstead earns income from investing in a leveraged portfolio of residential mortgage pass-through securities consisting almost exclusively of adjustable-rate mortgage (“ARM”) securities issued and guaranteed by government-sponsored enterprises, either Fannie Mae, Freddie Mac, or by an agency of the federal government, Ginnie Mae. Residential mortgage pass-through securities guaranteed by Fannie Mae, Freddie Mac or Ginnie Mae are referred to as “Agency Securities” and are considered to have limited, if any, credit risk.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted 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. 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 six months ended ~~March 31,~~June 30, 2020 are not necessarily indicative of the results that may be expected for the calendar year ending December 31, 2020. For further information refer to the audited consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2019.

In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (“ASU 2016-13”) which replaces the incurred loss impairment methodology in current GAAP with a methodology that better reflects expected credit losses. For financial instruments carried at amortized cost, impairment will be measured as a current estimate of expected lifetime credit losses. For available-for-sale debt securities in which changes in fair value are recorded in accumulated other comprehensive income, the FASB made targeted improvements eliminating the write-down of available-for-sale securities under the “other-than-temporarily” impaired model with an allowance for credit losses model. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019 and interim periods within those fiscal years. The Company adopted ASU 2016-13 on January 1, 2020 which had no material effect on the Company’s results of operations, financial condition and cash flows primarily due to the limited, if any, credit risk of Agency Securities.

Basic net income (loss) per common share is computed by dividing net income, after deducting dividends paid or accrued on preferred stock and allocating earnings to equity awards deemed to be participating securities pursuant to the two-class method, by the average number of shares of common stock outstanding, calculated excluding unvested ~~stock~~equity awards. Participating securities include unvested equity awards that contain non-forfeitable rights to dividends prior to vesting.

Diluted net income (loss) per common share is computed by dividing the numerator used to compute basic net income (loss) per common share by the denominator used to compute basic net income (loss) per common share, further adjusted for the dilutive effect, if any, of equity awards and shares of preferred stock when and if convertible into shares of common stock. Shares of the Company’s 7.50% Series E Cumulative Redeemable Preferred Stock are contingently convertible into shares of common stock only upon the occurrence of a change in control and therefore are not considered dilutive securities absent such an occurrence. Any unvested equity awards that are deemed participating securities are included in the calculation of diluted net income (loss) per common share, if dilutive, under either the two-class method or the treasury stock method, depending upon which method produces the more dilutive result.

Components of the computation of basic and diluted net income (loss) per common share were as follows for the indicated periods (dollars in thousands, except per share amounts):

	Quarter Ended						Quarter Ended							Six Months Ended
	March 31						June 30							June 30
	2020			2019			2020		2019					2020				2019
Basic net income (loss) per common share
Numerator for basic net income (loss) per common share:
Net loss	$	(204,653	)	$	(7,746	)
Net income (loss)							$	22,704			$	(63,460	)		$	(181,949	)		$	(71,206	)
Preferred stock dividends		(4,842	)		(4,842	)		(4,842		)		(4,842	)			(9,684	)			(9,684	)
Earnings participation of unvested equity awards		(32	)		(19	)		(40		)		(25	)			(64	)			(44	)
	$	(209,527	)	$	(12,607	)	$	17,822			$	(68,327	)		$	(191,697	)		$	(80,934	)
Denominator for basic net income (loss) per common share:
Average number of shares of common stock outstanding		95,636			85,549			96,395				85,559				96,015				85,554
Average unvested stock awards outstanding		(739	)		(655	)		(740		)		(625	)			(739	)			(640	)
		94,897			84,894			95,655				84,934				95,276				84,914
	$	(2.21	)	$	(0.15	)	$	0.19			$	(0.80	)		$	(2.01	)		$	(0.95	)
Diluted net income (loss) per common share
Numerator for diluted net income (loss) per common share	$	(209,527	)	$	(12,607	)	$	17,822			$	(68,327	)		$	(191,697	)		$	(80,934	)

Denominator for diluted net income (loss) per common share		94,897			84,894
Denominator for diluted net income (loss) per common share:
Denominator for basic net income (loss) per common share								95,655				84,934				95,276				84,914
Net effect of dilutive equity awards								232				–				–				–
	$	(2.21	)	$	(0.15	)		95,887				84,934				95,276				84,914
							$	0.19			$	(0.80	)		$	(2.01	)		$	(0.95	)

Anti-dilutive securities that could be potentially dilutive in the future that were not included in the computation of diluted net income (loss) per common share include ~~920,000~~383,000 and 952,000 equity awards excludable under the treasury stock method for the quarter and six months ended ~~March 31,~~June 30, 2020. There were ~~1.2 million~~947,000 potentially dilutive securities excluded from the computation of diluted net income (loss) per common share for the quarter and six months ended ~~March 31,~~June 30, 2019.

Residential mortgage investments classified by collateral type and interest rate characteristics as of the indicated dates were as follows (dollars in thousands):

	Unpaid Principal Balance		Investment Premiums		Amortized Cost Basis			Carrying Amount ^(a)		Net WAC ^(b)			Average Yield ^(c)			Unpaid Principal Balance		Investment Premiums		Amortized Cost Basis		Carrying Amount (a)		Net WAC ^(b)			Average Yield (c)
March 31, 2020
June 30, 2020
Agency Securities:
Fannie Mae/Freddie Mac:
Fixed-rate	$	74	$	–	$	74		$	74		6.50	%		6.32	%	$	66	$	–	$	66	$	66		6.50	%		6.29	%
ARMs		7,345,360		214,992		7,560,352			7,588,267		3.30			2.77			7,198,558		224,809		7,423,367		7,519,108		3.12			2.31
Ginnie Mae ARMs		875,171		20,735		895,906			913,347		3.64			1.30			772,392		19,668		792,060		807,339		3.60			2.53
		8,220,605		235,727		8,456,332			8,501,688		3.33			2.49			7,971,016		244,477		8,215,493		8,326,513		3.16			2.33
Residential mortgage loans:
Fixed-rate		101	–			101			101		4.84			2.01			95	–			95		95		4.84			5.16
ARMs		487		3		490			490		4.15			2.29			433		3		436		436		4.17			3.80
		588		3		591			591		4.27			2.24			528		3		531		531		4.29			4.03
Collateral for structured financings		878		14		892			892		7.86			7.46			842		14		856		856		7.97			7.28
	$	8,222,071	$	235,744	$	8,457,815		$	8,503,171		3.33			2.49		$	7,972,386	$	244,494	$	8,216,880	$	8,327,900		3.16			2.33
December 31, 2019
Agency Securities:
Fannie Mae/Freddie Mac:
Fixed-rate	$	83	$	–	$	83		$	83		6.50	%		6.34	%	$	83	$	–	$	83	$	83		6.50	%		6.34	%
ARMs		8,628,656		262,293		8,890,949			8,931,789		3.45			2.66			8,628,656		262,293		8,890,949		8,931,789		3.45			2.66
Ginnie Mae ARMs		2,214,447		69,884		2,284,331	��		2,288,758		3.53			2.71			2,214,447		69,884		2,284,331		2,288,758		3.53			2.71
		10,843,186		332,177		11,175,363			11,220,630		3.46			2.67			10,843,186		332,177		11,175,363		11,220,630		3.46			2.67
Residential mortgage loans:
Fixed-rate		106		1		107			107		4.84			2.07			106		1		107		107		4.84			2.07
ARMs		527		3		530			530		4.15			3.11			527		3		530		530		4.15			3.11
		633		4		637			637		4.26			2.94			633		4		637		637		4.26			2.94
Collateral for structured financings		900		15		915			915		7.99			7.51			900		15		915		915		7.99			7.51
	$	10,844,719	$	332,196	$	11,176,915		$	11,222,182		3.46			2.67		$	10,844,719	$	332,196	$	11,176,915	$	11,222,182		3.46			2.67

Agency Securities are considered to have limited, if any, credit risk because the timely payment of principal and interest is guaranteed by Fannie Mae and Freddie Mac, which are federally chartered corporations, or Ginnie Mae, which is an agency of the federal government. Residential mortgage loans held by Capstead were originated prior to 1995 when the Company operated a mortgage conduit and the related credit risk is borne by the Company. Collateral for structured financings consists of private residential mortgage securities that are backed by loans obtained through this mortgage conduit and are pledged to secure repayment of related structured financings. Credit risk for these securities is borne by the related

~~the related~~ bondholders. The maturity of Residential mortgage investments is directly affected by prepayments of principal on the underlying mortgage loans. Consequently, actual maturities will be significantly shorter than the portfolio’s weighted average contractual maturity of ~~290~~291 months.

Fixed-rate investments consist of residential mortgage loans and Agency Securities backed by residential mortgage loans with fixed rates of interest. ARMs are adjustable-rate Agency Securities backed by residential mortgage loans that have coupon interest rates that adjust at least annually to more current interest rates or begin doing so after an initial fixed-rate period. After the initial fixed-rate period, if applicable, mortgage loans underlying ARM securities typically either (i) adjust annually based on specified margins over the one-year London interbank offered rate (“LIBOR”) or the one-year Constant Maturity U.S. Treasury Note Rate (“CMT”), (ii) adjust semiannually based on specified margins over six-month LIBOR, or (iii) adjust monthly based on specified margins over indices such as one-month LIBOR, the Eleventh District Federal Reserve Bank Cost of Funds Index, or over a rolling twelve month average of the one-year CMT index, usually subject to periodic and lifetime limits, or caps, on the amount of such adjustments during any single interest rate adjustment period and over the contractual term of the underlying loans.

Capstead classifies its ARM investments based on average number of months until coupon reset (“months to roll”). Months to roll is an indicator of asset duration which is a measure of market price sensitivity to interest rate movements. A shorter duration generally indicates less interest rate risk. Current-reset ARM investments have months to roll of less than 18 months while longer-to-reset ARM investments have months to roll of 18 months or greater. As of ~~March 31,~~June 30, 2020, the average months to roll for the Company’s ~~$3.48~~$3.26 billion (amortized cost basis) in current-reset ARM investments was approximately ~~seven~~six months while the average months to roll for the Company’s ~~$4.98~~$4.96 billion (amortized cost basis) in longer-to-reset ARM investments was approximately 53 months.

~~During the quarter ended~~In March ~~31,~~ 2020, the Company sold available-for-sale securities using the specific identification method for proceeds totaling ~~$2.54~~$2.56 billion ~~with~~recognizing 0 ~~recognized~~ gross realized gains and gross realized losses oftotaling $67.8 million. ~~The Company did 0t sell any securities~~Portfolio sales for proceeds totaling $18.4 million that settled during the second quarter ~~ended~~of 2020 were entered into in March ~~31, 2019.~~2020 and all realized losses associated with these sales were recognized during the first quarter. In May 2019, the Company sold available-for-sale securities using the specific identification method for proceeds totaling $304.7 million recognizing gross realized gains of $405,000 and gross realized losses of $1.8 million.

Capstead pledges its Residential mortgage investments as collateral for secured borrowings primarily in the form of repurchase arrangements with commercial banks and other financial institutions (collectively referred to as “counterparties” or “lending counterparties”). Repurchase arrangements entered into by the Company involve the sale and a simultaneous agreement to repurchase the transferred assets at a future date and are accounted for as financings. The Company maintains the beneficial interest in the specific securities pledged during the term of each repurchase arrangement and receives the related principal and interest payments.

The terms and conditions of secured borrowings are negotiated on a transaction-by-transaction basis when each such borrowing is initiated or renewed. The amount borrowed is generally equal to the fair value of the securities pledged, as determined by the lending counterparty, less an agreed-upon discount, referred to as a “haircut.” Interest rates are generally fixed based on prevailing rates corresponding to the terms of the borrowings. Interest may be paid monthly or at the termination of a borrowing at which time the
Company may enter into a new borrowing at prevailing haircuts and rates with the same lending counterparty or repay that counterparty and negotiate financing with a different lending counterparty. None of the Company’s lending counterparties are obligated to renew or otherwise enter into new borrowings at the conclusion of existing borrowings. In response to declines in fair value of pledged securities due to

changes in market conditions or the publishing of monthly security pay-down factors, lending counterparties typically require the Company to post additional securities as collateral, pay down borrowings or fund cash margin accounts with the counterparties in order to re-establish the agreed-upon

collateral requirements. These actions are referred to as margin calls. Conversely, in response to increases in fair value of pledged securities, the Company routinely margin calls its lending counterparties in order to have previously pledged collateral returned. ~~Any margin calls funded with cash are included in~~ ~~Cash collateral receivable from secured borrowing counterparties~~.

Secured borrowings (and related pledged collateral, including accrued interest receivable), classified by collateral type and remaining maturities, and related weighted average borrowing rates as of the indicated dates were as follows (dollars in thousands):

Collateral Type	Agency Securities Pledged		Accrued Interest Receivable		Cash Pledged		Borrowings Outstanding		Average Borrowing Rates			Agency Securities Pledged		Accrued Interest Receivable		Borrowings Outstanding		Average Borrowing Rates
March 31, 2020
June 30, 2020
Borrowings under repurchase arrangements with maturities of 30 days or less	$	4,879,606	$	13,875	$	59,471	$	4,654,152		1.08	%	$	7,797,998	$	19,744	$	7,412,866		0.25	%
Borrowings under repurchase arrangements with maturities of 31 to 90 days		3,517,414		10,818		299,697		3,724,378		1.40			170,253		443		161,572		0.23
Similar borrowings secured by collateral for structured financings		892	–		–			892		7.86			856	–			856		7.97
	$	8,497,912	$	24,693	$	359,168	$	8,379,422		1.22		$	7,969,107	$	20,187	$	7,575,294		0.26

December 31, 2019
Borrowings under repurchase arrangements with maturities of 30 days or less	$	9,484,275	$	27,826	$	–	$	9,002,527		2.12	%	$	9,484,275	$	27,826	$	9,002,527		2.12	%
Borrowings under repurchase arrangements with maturities of 31 to 90 days		1,344,437		3,742	–			1,271,971		1.98			1,344,437		3,742		1,271,971		1.98
Similar borrowings secured by collateral for structured financings		915	–		–			915		7.99			915	–			915		7.99
	$	10,829,627	$	31,568	$	–	$	10,275,413		2.10		$	10,829,627	$	31,568	$	10,275,413		2.10

Average secured borrowings outstanding were ~~$10.3~~$7.6 billion and ~~$11.2~~$10.2 billion during the ~~quarter~~quarters ended ~~March 31,~~June 30, 2020 and December 31, 2019, respectively. Average secured borrowings outstanding during the indicated periods differed from respective ending balances primarily due to ~~sales during the quarter,~~ changes in portfolio levels and differences in the timing of portfolio acquisitions relative to portfolio runoff.

NOTE 6 — USE OF DERIVATIVES, OFFSETTING DISCLOSURES AND CHANGES IN OTHER COMPREHENSIVE INCOME BY COMPONENT

Capstead’s portfolio of derivative financial instruments (“Derivatives”) hedge the variability of the underlying benchmark interest rate of current and forecasted 30- to 90-day secured borrowings. The Company attempts to mitigate exposure to higher interest rates primarily by entering into three-month LIBOR- ~~and~~or OIS-indexed, pay-fixed, receive-variable, interest rate swap agreements for terms between eighteen months and three years. From an economic perspective, this hedge relationship establishes a relatively stable fixed rate on related borrowings because the variable-rate payments received on the swap agreements offset a significant portion of the interest accruing on the borrowings, leaving the fixed-rate swap payments as the Company’s effective borrowing rate, subject to certain adjustments. Additionally, changes in fair value of these Derivatives tend to partially offset opposing changes in fair value of the Company’s residential mortgage investments that can occur in response to changes in market interest rates.

The Company discontinued hedge accounting in 2019 for its secured borrowings-related interest rate swaps and, for GAAP purposes, related changes in the fair value are ~~recorded~~recognized in the Company’s consolidated statements of operations beginning on the de-designation date. Also, for GAAP purposes, related ~~net~~ unrealized gains and losses recorded in Accumulated other comprehensive income ~~(loss)~~ through the de-designation date are being recognized as a component of interest expense in the Company’s Consolidated Statements of Operations over the remaining lives of these swaps.

During the quarter and six months ended ~~March 31,~~June 30, 2020, Capstead entered into swap agreements with notional amounts of ~~$2.80~~$400 million and $3.20 billion, respectively, requiring fixed-rate interest payments averaging 0.02% and ~~1.14% for 18- to 36-month periods. Also during the quarter ended March 31, 2020, $600 million notional amount of swaps requiring fixed-rate interest payments averaging 2.07% matured and the~~1.00%. The Company terminated $5.2 billion notional amount of swaps requiring fixed-rate interest payments averaging 1.67%. during the six months ended June 30, 2020, all during the first quarter. Also during the quarter and six months ended June 30, 2020, $200 million and $800 million notional amount of swaps requiring fixed-rate interest payments averaging 2.56% and 2.20% matured. At ~~March 31,~~June 30, 2020 the Company’s swap positions related to secured borrowings had the following characteristics (dollars in thousands):

Period of Contract Expiration	Notional Amount		Average Fixed-Rate Payment Requirement			Notional Amount		Average Fixed-Rate Payment Requirement
Second quarter 2020	$	200,000		2.56	%
Third quarter 2020		200,000		1.64		$	200,000		1.64	%
Fourth quarter 2020		200,000		2.04			200,000		2.04
Third quarter 2021		2,500,000		1.25			2,500,000		1.25
Fourth quarter 2021		900,000		1.61			900,000		1.61
First quarter 2022		400,000		1.37			400,000		1.37
Second quarter 2022							400,000		0.02
	$	4,400,000				$	4,600,000

~~At March 31,~~Subsequent to June 30, 2020, the Company ~~also held $500~~terminated all swaps scheduled to mature in the third and fourth quarters of 2020 and the fourth quarter of 2021 as well as $100 million notional amount~~three-month~~ ~~Eurodollar futures contracts with a weighted average rate~~ scheduled to mature in the third quarter of ~~1.62% with maturities through~~ ~~June 2020~~2021 totaling $1.4 billion notional amount of swaps requiring fixed-rate interest payments averaging 1.67%.

The Company has three-month LIBOR-indexed, pay-fixed, receive-variable, interest rate swap agreements with notional amounts totaling $100 million and average fixed rates of 4.09% with ~~20-year~~ payment terms coinciding with the floating-rate terms of the Company’s Unsecured borrowings.that mature in 2035 and 2036. These Derivatives, which are designated as cash flow hedges for accounting purposes, hedge the variability of the underlying contractual rate associated with the floating-rate terms of these long-term ~~borrowings which began on various dates between October 2015 and September 2016.~~borrowings.

Interest rate swap agreements are measured at fair value on a recurring basis primarily using Level 2 Inputs in accordance with ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820). Fair value estimates for these Derivatives are calculated using the net discounted future fixed cash payments and the discounted future variable cash receipts which are based on expected future interest rates derived from observable market interest rate curves. Eurodollar futures are measured at fair value using Level 1 inputs based on quoted exchange prices on these contracts. The Company also incorporates both its own nonperformance risk and its counterparties’ nonperformance risk in determining fair value. In considering the effect of nonperformance risk, the Company considered the impact of netting and credit enhancements, such as collateral postings and guarantees, and has concluded that counterparty risk is not significant to the overall valuation.

The fair value of exchange-traded swap agreements hedging Secured borrowings is calculated including accrued interest and net of variation margin amounts received or paid through the exchange, resulting in separately presenting on the balance sheet a significantly reduced fair value amount representing the unsettled fair value of these Derivatives. Non-exchange traded swap agreements held as cash flow hedges of Unsecured borrowings are reported at fair value calculated excluding accrued interest. ~~At March 31, 2020,~~ Cash collateral receivable from derivative counterparties includes initial margin for all swap agreements and variation margin for non-exchange traded swap agreements. Accrued interest for non-exchange traded swap agreements is included in Accounts payable and accrued expenses.

The following tables include fair value and other related disclosures regarding all Derivatives held as of and for the indicated periods (in thousands):

	Balance Sheet	March 31			December 31			Balance Sheet	June 30			December 31
	Location	2020			2019			Location	2020			2019
Balance sheet-related
Swap agreements in a gain position (an asset) related to secured borrowings	(a)	$	–		$	733		(a)	$	–		$	733
Eurodollar futures contracts in a gain position	(a)	–				738		(a)	–				738
Swap agreements in a loss position (a liability) related to
unsecured borrowings	(a)		(49,824	)		(29,156	)	(a)		(49,575	)		(29,156	)
Eurodollar futures contracts in a loss position			(1,038	)	–
Related net interest payable	(b)		(988	)		(437	)	(b)		(559	)		(437	)
		$	(51,850	)	$	(28,122	)		$	(50,134	)	$	(28,122	)

	Location of Gain or (Loss) Recognized in	Quarter Ended March 31						Location of Gain or (Loss) Recognized in	Quarter Ended June 30						Six Months Ended June 30
	Net Income		2020			2019		Net Income		2020			2019			2020			2019
Income statement-related
Components of Secured borrowings-related effects on interest expense:
Amount of gain reclassified from Accumulated other comprehensive income (loss)		$	–		$	7,891
Amount of gain reclassified from Accumulated other comprehensive income									$	–		$	–		$	–		$	7,891
Amortization of unrealized gain, net of unrealized losses on de-designated Derivatives			103			3,020				(122	)		6,715			(19	)	$	9,735
	(a)		103			10,911		(a)		(122	)		6,715			(19	)		17,626
Component of Unsecured borrowings-related effects on interest expense:
Amount of loss reclassified from Accumulated other comprehensive income (loss)	(b)		(583	)		(340	)
Decrease in interest expense as a result of the use of Derivatives		$	(480	)	$	10,571
Amount of loss reclassified from Accumulated other comprehensive income								(b)		(817	)		(364	)		(1,399	)		(704	)
(Increase) decrease in interest expense as a result of the use of Derivatives									$	(938	)	$	6,351		$	(1,418	)	$	16,922

Realized and unrealized loss on non-designated Derivatives (net) related to:
Interest rate swap agreements		$	(153,224	)	$	(21,657	)		$	(6,664	)	$	(74,842	)	$	(159,888	)	$	(96,499	)
Eurodollar futures			(2,515	)	–					(284	)	–				(2,799	)	–
	(c)	$	(155,739	)	$	(21,657	)	(c)	$	(6,948	)	$	(74,842	)	$	(162,687	)	$	(96,499	)

Other comprehensive income-related
Amount of (loss) gain recognized in Other comprehensive income		$	(21,251	)	$	(8,551	)
Amount of loss recognized in Other comprehensive income									$	(567	)	$	(6,746	)	$	(21,818	)	$	(15,297	)

Capstead’s swap agreements and borrowings under repurchase arrangements are subject to master netting arrangements in the event of default on, or termination of, any one contract. See NOTE 5 for more information on the Company’s use of secured borrowings. The following tables provide disclosures concerning offsetting of financial liabilities and Derivatives as of the indicated dates (in thousands):

Offsetting of Derivative Assets

Gross

Net Amounts

Gross Amounts Not Offset

Gross

Net Amounts

Gross Amounts Not Offset

Gross

Amounts

of Assets

in the Balance Sheet ^(b)

Gross

Amounts

of Assets

in the Balance Sheet ^(b)

Amounts of

Offset in

Presented in

Cash

Amounts of

Offset in

Presented in

Cash

Recognized

the Balance

Financial

Collateral

Net

Recognized

the Balance

Financial

Collateral

Net

Assets ^(a)

Sheet ^(a)

Sheet

Instruments

Received

Amount

Assets ^(a)

Sheet ^(a)

Sheet

Instruments

Received

Amount

March 31, 2020

June 30, 2020

Counterparty 4

–

December 31, 2019

Counterparty 4

6,517

(5,046

)

1,471

–

1,471

6,517

(5,046

)

1,471

–

1,471

	Offsetting of Financial Liabilities and Derivative Liabilities															Offsetting of Financial Liabilities and Derivative Liabilities
			Gross			Net Amounts		Gross Amounts Not Offset										Gross			Net Amounts		Gross Amounts Not Offset
	Gross		Amounts			of Liabilities		in the Balance Sheet ^(c)								Gross		Amounts			of Liabilities		in the Balance Sheet ^(c)
	Amounts of		Offset in			Presented in					Cash					Amounts of		Offset in			Presented in					Cash
	Recognized		the Balance			the Balance		Financial			Collateral			Net		Recognized		the Balance			the Balance		Financial			Collateral			Net
	Liabilities ^(a)		Sheet ^(a)			Sheet ^(b)		Instruments			Pledged			Amount		Liabilities ^(a)		Sheet ^(a)			Sheet ^(b)		Instruments			Pledged			Amount
March 31, 2020
June 30, 2020
Derivatives by counterparty:
Counterparty 1	$	50,813	$	–		$	50,813	$	–		$	(50,813	)	$	–	$	50,134	$	–		$	50,134	$	–		$	(50,134	)	$	–
Counterparty 4		68,286		(67,248	)		1,038	–				(1,038	)	–			72,609		(72,609	)	–		–			–			–
		119,099		(67,248	)		51,851	–				(51,851	)	–			122,743		(72,609	)		50,134	–				(50,134	)	–
Borrowings under repurchase arrangements ^(d)		8,387,646	–				8,387,646		(8,387,646	)	–			–			7,575,101	–				7,575,101		(7,575,101	)	–			–
	$	8,506,745	$	(67,248	)	$	8,439,497	$	(8,387,646	)	$	(51,851	)	$	–	$	7,697,844	$	(72,609	)	$	7,625,235	$	(7,575,101	)	$	(50,134	)	$	–
December 31, 2019
Derivatives by counterparty:
Counterparty 1	$	29,593	$	–		$	29,593	$	–		$	(29,593	)	$	–	$	29,593	$	–		$	29,593	$	–		$	(29,593	)	$	–
Counterparty 4		21,601		(21,601	)		–		–		–			–			21,601		(21,601	)		–		–		–			–
		51,194		(21,601	)		29,593		–			(29,593	)	–			51,194		(21,601	)		29,593		–			(29,593	)	–
Borrowings under repurchase arrangements ^(d)		10,286,011	–				10,286,011		(10,286,011	)	–			–			10,286,011	–				10,286,011		(10,286,011	)	–			–
	$	10,337,205	$	(21,601	)	$	10,315,604	$	(10,286,011	)	$	(29,593	)	$	–	$	10,337,205	$	(21,601	)	$	10,315,604	$	(10,286,011	)	$	(29,593	)	$	–

The amount of unrealized losses, net of unrealized gains, included in Accumulated other comprehensive income (loss) and scheduled to be recognized in the Consolidated Statements of Operations over the next twelve months primarily in the form of a fixed-rate swap payments in excess of current market rates on swaps related to unsecured borrowings and amortization of net unrealized losses on de-designated interest

rate swaps totaled ~~$4.8~~$5.6 million at ~~March 31,~~June 30, 2020. Changes in Accumulated other comprehensive income ~~(loss)~~ by component for the quarter and six months ended ~~March 31,~~June 30, 2020 were as follows (in thousands):

										Unrealized Gains and Losses on Cash Flow Hedges			Unrealized Gains and Losses on Available-for-Sale Securities			Total
Balance at March 31, 2020										$	(52,639	)	$	46,361		$	(6,278	)
Activity for the quarter ended June 30, 2020:
Other comprehensive loss (income) before reclassifications											(567	)		64,659			64,092
Amounts reclassified from accumulated other comprehensive income											938			—			938
Other comprehensive income											371			64,659			65,030
Balance at June 30, 2020										$	(52,268	)	$	111,020		$	58,752
	Unrealized Gains and Losses on Cash Flow Hedges			Unrealized Gains and Losses on Available-for-Sale Securities			Total
Balance at December 31, 2019	$	(31,868	)	$	45,267		$	13,399		$	(31,868	)	$	45,267		$	13,399
Activity for the quarter ended March 31, 2020:
Activity for the six months ended June 30, 2020:
Other comprehensive loss before reclassifications		(21,251	)		(65,770	)		(87,021	)		(21,818	)		(1,111	)		(22,929	)
Amounts reclassified from accumulated other comprehensive income (loss)		480			66,864			67,344
Other comprehensive loss (income)		(20,771	)		1,094			(19,677	)
Balance at March 31, 2020	$	(52,639	)	$	46,361		$	(6,278	)
Amounts reclassified from accumulated other comprehensive income											1,418			66,864			68,282
Other comprehensive (loss) income											(20,400	)		65,753			45,353
Balance at June 30, 2020										$	(52,268	)	$	111,020		$	58,752

Unsecured borrowings consist of 30-year junior subordinated notes issued in 2005 and 2006 and maturing in 2035 and 2036, for a total face amount of $100 million. Note balances net of deferred issuance costs, and related weighted average interest rates as of the indicated dates (calculated including issuance cost amortization and adjusted for effects of related Derivatives held as cash flow hedges) were as follows (dollars in thousands):

	March 31, 2020					December 31, 2019					June 30, 2020					December 31, 2019
	Borrowings Outstanding		Average Rate			Borrowings Outstanding		Average Rate			Borrowings Outstanding		Average Rate			Borrowings Outstanding		Average Rate
Junior subordinated notes maturing in:
October 2035 ($35,000 face amount)	$	34,402		7.88	%	$	34,392		7.88	%	$	34,412		7.87	%	$	34,392		7.88	%
December 2035 ($40,000 face amount)		39,407		7.64			39,397		7.64			39,416		7.64			39,397		7.64
September 2036 ($25,000 face amount)		24,609		7.68			24,603		7.68			24,615		7.68			24,603		7.68
	$	98,418		7.73		$	98,392		7.73		$	98,443		7.73		$	98,392		7.73

~~During the quarter ended March 31,~~InFebruary 2020, the Company issued 1.6 million shares of common stock through an at-the-market continuous offering program at an average price of $8.21, net of fees and other costs, for net proceeds of $12.9 million. Additional amounts of equity capital may be raised in the future under continuous offering programs or by other means, subject to market conditions, compliance with federal securities laws and blackout periods.

The fair value of Capstead’s financial assets and liabilities are influenced by changes in, and market expectations for changes in, interest rates and market liquidity conditions, as well as other factors beyond the control of management. With the exception of the fair value of Eurodollar futures, ~~and lending counterparty investments,~~ all fair values were determined using Level 2 Inputs in accordance with ASU

2010-06, Fair Value Measurements and Disclosures (Topic 820). Eurodollar futures are derivative contracts for which Level 1 inputs are used to determine fair value.

Residential mortgage investments, nearly all of which are mortgage securities classified as available-for-sale, are measured at fair value on a recurring basis. In determining fair value estimates the Company considers recent trading activity for similar investments and pricing levels indicated by lenders in connection with designating collateral for secured borrowings, provided such pricing levels are considered indicative of actual market clearing transactions. The Company currently bases fair value for Unsecured borrowings on discounted cash flows using Company estimates for market yields. Excluded from these disclosures are financial instruments for which cost basis is deemed to approximate fair value due primarily to the short duration of these instruments, which are valued using primarily Level 1 measurements, including Cash and cash equivalents, Cash collateral receivable from derivative counterparties, ~~Cash collateral receivable from secured borrowings counterparties,~~receivables, payables and secured borrowings with initial terms of 120 days or less. See NOTE 6 for information relative to the valuation of interest rate swap agreements.

Fair value-related disclosures for financial instruments other than debt securities were as follows as of the indicated dates (in thousands):

		March 31, 2020				December 31, 2019					June 30, 2020				December 31, 2019
	Fair Value Hierarchy	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Fair Value Hierarchy	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Residential mortgage loans	Level 2	$	591	$	600	$	637	$	650	Level 2	$	531	$	550	$	637	$	650
Secured borrowings-related interest rate swap agreements	Level 2	–		–			733		733	Level 2	–		–			733		733
Eurodollar futures contracts	Level 1	–		–			738		738	Level 1	–		–			738		738
Financial liabilities:
Unsecured borrowings	Level 2		98,418		14,800		98,392		68,100	Level 2		98,443		35,200		98,392		68,100
Unsecured borrowings-related interest rate swap agreements	Level 2		49,824		49,824		29,156		29,156	Level 2		49,575		49,575		29,156		29,156
Eurodollar futures contracts	Level 1		1,038		1,038	–		–

Fair value-related disclosures for debt securities were as follows as of the indicated dates (in thousands):

	Amortized		Gross Unrealized						Amortized		Gross Unrealized
	Cost Basis		Gains		Losses		Fair Value		Cost Basis		Gains		Losses		Fair Value
March 31, 2020
June 30, 2020
Agency Securities classified as available-for-sale:
Fannie Mae/Freddie Mac	$	7,560,352	$	73,230	$	45,315	$	7,588,267	$	7,423,367	$	110,895	$	15,154	$	7,519,108
Ginnie Mae		895,906		19,084		1,643		913,347		792,060		15,994		715		807,339
Residential mortgage securities classified as held-to-maturity		966		2	–			968		922		2	–			924

December 31, 2019
Agency Securities classified as available-for-sale:
Fannie Mae/Freddie Mac		8,890,949		64,593		23,753		8,931,789		8,890,949		64,593		23,753		8,931,789
Ginnie Mae		2,284,331		11,560		7,133		2,288,758		2,284,331		11,560		7,133		2,288,758
Residential mortgage securities classified as held-to-maturity		998		2	–			1,000		998		2	–			1,000

	March 31, 2020				December 31, 2019				June 30, 2020				December 31, 2019
	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Securities in an unrealized loss position of one year or greater:
Fannie Mae/Freddie Mac	$	1,087,635		22,776	$	2,030,192	$	17,069	$	907,036	$	11,184	$	2,030,192	$	17,069
Ginnie Mae		25,016		514		560,022		5,775		29,979		390		560,022		5,775
Securities in an unrealized loss position less than one year:
Fannie Mae/Freddie Mac		1,800,331		22,539		1,473,144		6,684		686,594		3,970		1,473,144		6,684
Ginnie Mae		65,116		1,129		416,888		1,358		37,793		325		416,888		1,358
	$	2,978,098	$	46,958	$	4,480,246	$	30,886	$	1,661,402	$	15,869	$	4,480,246	$	30,886

From a credit risk perspective, federal government support for Fannie Mae and Freddie Mac helps ensure that fluctuations in value are due to interest rate changes and are not due to credit risk associated with these securities. The unrealized losses on the Company’s investment in ARM Agency Securities were caused by interest rate changes, and the contractual cash flows of those investments are guaranteed by an agency of the U.S. government. The Company does not intend to sell the investments as of ~~March 31,~~June 30, 2020 and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases.

All equity-based awards and other long-term incentive awards are made pursuant to the Company’s Amended and Restated 2014 Flexible Incentive Plan that was approved by stockholders in May 2014. At ~~March 31,~~June 30, 2020, this plan had 2,540,097 shares of common stock remaining available for future issuances.

Long-term Equity-based Awards – Performance-based Restricted Stock Units (“RSUs”)

RSU activity and related information for the ~~quarter~~six months ended ~~March 31,~~June 30, 2020 is summarized below:

				Weighted					Weighted
				Average					Average
	Number of			Grant Date		Number of			Grant Date
	Shares			Fair Value		Shares			Fair Value
Unvested RSU awards outstanding at December 31, 2019		538,945		$	8.50		538,945		$	8.50
Grants		191,314			8.03		191,314			8.03
Forfeitures		(148,894	)		10.52		(148,894	)		10.52
Unvested RSU awards outstanding at March 31, 2020		581,365			7.83
Unvested RSU awards outstanding at June 30, 2020							581,365			7.83

During the ~~quarters~~quarter and six months ended ~~March 31,~~June 30, 2020, ~~and 2019,~~ the Company recognized in Compensation-related expense ~~$270,000~~$368,000 and ~~$578,000,~~$638,000, respectively, related to this program. Unrecognized estimated compensation expense for these awards totaled ~~$2.2~~$1.9 million at ~~March 31,~~June 30, 2020, to be expensed over a weighted average period of ~~1.6~~1.5 years (assumes estimated attainment levels for the related performance metrics will be met).

Dividends accrue from the date of grant and will be paid in cash to the extent the units convert into shares of common stock following completion of the related performance periods. If these shares do not vest, the related dividends will be forfeited. Included in Common stock dividends payable at ~~March 31,~~June 30, 2020 are estimated dividends payable pertaining to these awards of ~~$185,000.~~$284,000.

Restricted stock award activity for the ~~quarter~~six months ended ~~March 31,~~June 30, 2020 is summarized below:

				Weighted					Weighted
				Average					Average
	Number of			Grant Date		Number of			Grant Date
	Shares			Fair Value		Shares			Fair Value
Unvested stock awards outstanding at December 31, 2019		615,045		$	8.14		615,045		$	8.14
Grants		236,708			7.86		236,708			7.86
Vestings		(112,306	)		10.41		(112,306	)		10.41
Unvested stock awards outstanding at March 31, 2020		739,447			7.71
Unvested stock awards outstanding at June 30, 2020							739,447			7.71

During the ~~quarters~~quarter and six months ended ~~March 31,~~June 30, 2020, ~~and 2019,~~ the Company recognized in Compensation-related expense $433,000 and ~~$408,000,~~$866,000, respectively, related to amortization of the grant date fair value of employee stock awards. In addition, during the ~~quarters~~quarter and six months ended ~~March 31,~~June 30, 2020, ~~and 2019,~~ the Company recognized in Other general and administrative expense $131,000 and ~~$123,000,~~$263,000, respectively, related to amortization of the grant date fair value of director stock awards. Unrecognized compensation expense for unvested stock awards for employees and directors totaled ~~$3.3~~$2.8 million as of ~~March 31,~~June 30, 2020, to be expensed over a weighted average period of ~~1.5~~1.4 years.

Service-based stock awards issued to non-executive employees and to directors receive dividends on a current basis without risk of forfeiture if the related awards do not vest. Stock awards issued to executives defer the payment of dividends accruing between the grant dates and the end of related service periods. If these awards do not vest, the related accrued dividends will be forfeited. Included in Common stock dividend payable at ~~March 31,~~June 30, 2020 are estimated dividends payable pertaining to these awards totaling ~~$280,000.~~$376,000.

Capstead operates as a self-managed REIT earning income from investing in a leveraged portfolio of residential mortgage pass-through securities consisting almost exclusively of short-duration ARM Agency Securities, which reset to more current interest rates within a relatively short period of time and are considered to have limited, if any, credit risk. See NOTE 1 to the consolidated financial statements (included under Item 1 of this report) for defined terms used in this discussion and analysis. By investing in short-duration ARM Agency Securities, the Company is positioned to benefit from future recoveries in financing spreads and experience smaller fluctuations in portfolio values compared to leveraged portfolios containing a significant amount of longer-duration ~~ARM or~~ fixed-rate mortgage securities. Duration is a common measure of market price sensitivity to interest rate movements. A shorter duration generally indicates less interest rate risk.

Capstead reported for GAAP purposes net income of $23 million and a net loss of ~~$205~~$182 million, representing ~~a loss per diluted common share of $(2.21) for the quarter ended March 31, 2020. The Company reported core earnings of $20 million or $0.16~~$0.19 and $(2.01) per diluted common share for the quarter and six months ended ~~March 31,~~June 30, 2020, respectively. The Company reported core earnings of $22 million and $42 million, respectively, or $0.18 and $0.34 per diluted common share for the quarter and six months ended June 30, 2020. See “Reconciliation of GAAP and non-GAAP Financial Measures” for more information on core earnings. The GAAP loss for the six months ended June 30, 2020 includes ~~$156~~$163 million in losses on hedging-related derivatives due primarily to declining interest rates and $68 million in losses on the sale of $2.60 billion (basis) in ARM securities late in the ~~quarter~~first quarter. These sales, together with not replacing portfolio runoff in ~~order to~~March and April helped ensure the Company had sufficient flexibility to meet future projected liquidity requirements while maintaining portfolio leverage at comfortable levels given disruptions experienced in the fixed income markets brought on by the novel coronavirus (“COVID-19”) pandemic. ~~At March 31, 2020, the~~ The Company ~~has met is liquidity requirements and given current conditions does not expect to make similar sales.~~ resumed replacing runoff in late April. GAAP and core earnings ~~in the first quarter of 2020~~ benefited from lower secured borrowings rates primarily due to a total of 150 basis points in reductions in the Fed Funds rate in March and favorable terms on new interest rate swap agreements entered into during the ~~quarter.~~first six months of the year. These benefits more than offset lower portfolio yields due to lower coupon interest rates on loans underlying the Company’s ARM Agency Securities as well as changes in lifetime prepayment estimates. ~~Book value per common share declined $2.55 per share during the quarter to $6.07 per share at March 31, 2020 primarily due to the derivative- and portfolio-related declines noted above.~~

Capstead finances its residential mortgage investments by leveraging its long-term investment capital with secured borrowings consisting primarily of borrowings under repurchase arrangements with commercial banks and other financial institutions. Long-term investment capital declined ~~$230~~$161 million during the first ~~quarter~~half of 2020 to ~~$942 million~~$1.01 billion at ~~March 31,~~June 30, 2020, consisting of ~~$593~~$662 million of common and $251 million of preferred stockholders’ equity (recorded amounts), together with $98 million of unsecured borrowings maturing in 2035 and 2036.

Capstead’s residential mortgage portfolio decreased ~~$2.72~~$2.89 billion during the first ~~quarter~~half of 2020 to ~~$8.50~~$8.33 billion at ~~March 31, 2020 due primarily to asset sales and not replacing a portion of the Company’s portfolio runoff.~~June 30, 2020. Secured borrowings decreased ~~$1.90~~$2.7 billion to ~~$8.38~~$7.58 billion as a result of lower portfolio balances. Portfolio leverage (secured borrowings ~~excluding $359 million in cash collateral pledged to secured borrowing counterparties~~ divided by long-term investment capital) decreased to ~~8.51~~7.49 to one at ~~March 31,~~June 30, 2020 from 8.77 to one at December 31, 2019. Management continuously evaluates portfolio leverage levels in light of changes in market conditions.

An unprecedented, near-total shutdown of the U.S. economy beginning in March due to the COVID-19 pandemic heightened fears of extremely high credit default levels and recession, leading to de-risking occurring at all levels of the fixed income markets. Credit asset pricing came under severe pressure destabilizing fixed income markets and leading to lender margin calls, feeding additional selling as levered and even unlevered investors across the spectrum were forced to sell their most liquid positions to raise cash to meet additional margin calls and/or fund redemptions. Investors were already coming under stress due to declining Treasury rates which led to losses on derivatives held for hedging purposes and variation (valuation-based) margin calls. As the crisis deepened this additional drain on liquidity became more pronounced and included increased initial (base haircut) margin requirements due to heightened market volatility. The result at the end ~~result~~of March was sharply falling asset prices even as market interest rates declined. ~~As a direct consequence, losses on derivatives were not offset by portfolio valuation gains leading~~During this period of extreme volatility, Capstead met all of its funding requirements and maintained sufficient flexibility to ~~a significant decline in book value.~~meet its liquidity requirements.

Intervention by the Federal Reserve in the form of the buying of fixed-rate Agency Securities since late in March helped stabilize this key market sector leading to improved pricing levels for fixed-rate Agency Securities ~~at quarter-end.~~through the second quarter. While the Federal Reserve has not purchased ARM Agency Securities specifically, these actions also contributed to a more stable operating environment ~~going forward~~ for Capstead, leading to improved pricing levels for ARM Agency ~~Securities subsequent to quarter-end. Looking forward, Capstead expects the lag in ARM pricing relative to fixed rate agency securities will dissipate over time.~~Securities.

The Company’s potential liquidity at ~~March 31,~~June 30, 2020 was ~~$422 million. Throughout this period of volatility Capstead met all of its funding requirements~~$500 million and it believes it has ample access to necessary financing through its existing lending ~~counterparties.~~counterparties to meet its liquidity needs. See “Utilization of Long-term Investment Capital and Potential Liquidity” for further discussion.

The Company ~~implemented~~continues to operate portions of its business continuity plan and has not experienced any operational disruption due to its small number of employees who are all able to work remotely. Management will continue to closely monitor the ~~development of the pandemic~~situation and adapt its response as necessary to ensure there isare no operational ~~disruption during this time.~~disruptions.

During ~~the quarter ended March 31,~~February 2020, Capstead issued 1.6 million shares of common stock through an at-the-market continuous offering program at an average issue price of $8.21, net of fees and other costs, for net proceeds of $12.9 million. Additional amounts of equity capital may be raised in the future under continuous offering programs or by other means, subject to market conditions, compliance with federal securities laws and blackout periods.

Book value per share (total stockholders’ equity, less liquidation preferences for outstanding shares of preferred stock, divided by outstanding shares of common stock) as of June 30, 2020 was $6.79 per share, an increase of $0.72 per share or 11.8% from March 31, 2020 ~~was~~book value of $6.07 per share, ~~a decrease of $2.55~~primarily reflecting $0.67 per share ~~or 30%~~in portfolio-related increases in value. Book value declined $1.83 from December 31, 2019 ~~book value~~ of $8.62 ~~per share,~~ primarily ~~reflecting $1.84 per share in~~due to derivative-related declines in ~~value, and $0.69 per share in portfolio-related declines.~~value.

All but $2$1 million of Capstead’s residential mortgage investments portfolio and all of its derivatives are recorded at fair value on the Company’s balance sheet and are therefore included in the calculation of book value per common share. None of the Company’s borrowings are recorded at fair value. See NOTE 9 to the consolidated financial statements (included under Item 1 of this report) for additional disclosures regarding fair values of financial instruments held or issued by the Company.

Fair value is impacted by market conditions, including changes in interest rates, and the availability of financing at reasonable rates and leverage levels, among other factors. The Company’s investment strategy attempts to mitigate these risks by focusing on investments in Agency Securities, which are considered to have little, if any, credit risk and are collateralized by ARM loans with interest rates that reset periodically to more current levels, generally within five years. Because of these characteristics, the fair value of the Company’s portfolio is considerably less vulnerable to significant pricing declines caused by credit concerns or rising interest rates compared to leveraged portfolios containing a significant amount of non-agency securities or longer-duration ARM and/or fixed-rate Agency Securities.

The following table illustrates Capstead’s portfolio of residential mortgage investments for the quarter and six months ended ~~March 31,~~June 30, 2020 (dollars in thousands):

Residential mortgage investments, beginning of quarter	$	11,222,182
				Quarter Ended			Six Months Ended
				June 30, 2020			June 30, 2020
Residential mortgage investments, beginning of period				$	8,503,171		$	11,222,182
Portfolio acquisitions (principal amount)		794,227			614,366			1,408,593
Investment premiums on acquisitions		20,320			24,249			44,569
Portfolio runoff (principal amount)		(912,099	)		(844,722	)		(1,756,821	)
Sales of investments (basis)		(2,600,857	)
Sales of investments (basis) ^(a)					(19,440	)		(2,620,297	)
Investment premium amortization		(20,691	)		(15,388	)		(36,079	)
Increase in net unrealized gains on securities classified as available-for-sale		89			65,664			65,753
Residential mortgage investments, end of quarter	$	8,503,171
Decrease in residential mortgage investments during the quarter	$	(2,719,011	)
Residential mortgage investments, end of period				$	8,327,900		$	8,327,900
Decrease in residential mortgage investments during the indicated periods				$	(175,271	)	$	(2,894,282	)

Capstead’s investment strategy focuses on managing a portfolio of residential mortgage investments consisting almost exclusively of ARM Agency Securities. Agency Securities are considered to have limited, if any, credit risk because the timely payment of principal and interest is guaranteed by Fannie Mae and Freddie Mac, which are federally chartered corporations, or Ginnie Mae, which is an agency of the federal government. Federal government support for Fannie Mae and Freddie Mac has largely alleviated market concerns regarding the ability of Fannie Mae and Freddie Mac to fulfill their guarantee obligations.

By focusing on investing in short-duration ARM Agency Securities, changes in fair value caused by changes in interest rates are typically relatively modest compared to changes in fair value of longer-duration ARM or fixed-rate assets. This investment strategy positions the Company to benefit from potential recoveries in financing spreads.

Capstead classifies its ARM securities based on the average length of time until the loans underlying each security reset to more current rates (“months-to-roll”) (less than 18 months for “current-reset” ARM securities, and 18 months or greater for “longer-to-reset” ARM securities). The Company’s ARM holdings featured the following characteristics at ~~March 31,~~June 30, 2020 (dollars in thousands):

ARM Type		Amortized Cost Basis ^(a)	Net WAC ^(b)		Fully Indexed WAC ^(b)		Average Net Margins ^(b)		Average Periodic Caps ⁽^c⁾		Average Lifetime Caps ⁽^c⁾		Months To Roll		Amortized Cost Basis ^(a)	Net WAC ^(b)		Fully Indexed WAC ^(b)		Average Net Margins ^(b)		Average Periodic Caps ^(b)		Average Lifetime Caps ^(b)		Months To Roll
Current-reset ARMs:
Fannie Mae Agency Securities	$	2,480,626	3.53	%	2.68	%	1.65	%	2.74	%	5.86	%	6.4	$	2,333,856	3.21	%	2.21	%	1.65	%	2.80	%	6.18	%	5.9
Freddie Mac Agency Securities		814,484	3.46		2.64		1.74		2.21		5.30		7.6		756,755	3.26		2.24		1.76		2.28		5.51		7.5
Ginnie Mae Agency Securities		180,834	3.44		1.72		1.52		1.12		5.38		6.5		164,807	3.32		1.69		1.52		1.12		5.53		4.9
Residential mortgage loans		490	4.15		4.69		2.09		1.73		11.24		6.0		436	4.17		4.69		2.09		1.76		11.25		6.1
(41% of total)		3,476,434	3.50		2.62		1.66		2.53		5.71		6.7
(40% of total)															3,255,854	3.23		2.19		1.67		2.59		5.99		6.2
Longer-to-reset ARMs:
Fannie Mae Agency Securities		2,799,738	3.13		2.57		1.60		4.03		5.01		52.6		2,769,701	3.05		2.14		1.60		4.09		5.02		52.0
Freddie Mac Agency Securities		1,465,504	3.14		2.66		1.67		4.20		5.04		58.4		1,563,055	3.00		2.21		1.66		4.21		5.03		60.0
Ginnie Mae Agency Securities		715,072	3.69		1.67		1.50		1.00		5.00		46.4		627,253	3.68		1.66		1.50		1.00		5.00		43.9
(59% of total)		4,980,314	3.21		2.47		1.61		3.65		5.02		53.4
(60% of total)															4,960,009	3.12		2.10		1.61		3.74		5.02		53.5
	$	8,456,748	3.33		2.53		1.63		3.19		5.30		34.3	$	8,215,863	3.16		2.14		1.63		3.29		5.40		34.8
Gross WAC (rate paid by borrowers)^(c)			3.96													3.79

Approximately ~~25%~~24%, or ~~$834~~$763 million of the Company’s current-reset ARM securities with average net WACs of ~~2.68%~~2.70% and fully-indexed WACs of ~~2.60%~~2.16% will reset in rate for the first time in less than 18 months based on indices in effect at ~~March 31,~~June 30, 2020. After consideration of any applicable initial fixed-rate periods, at ~~March 31,~~June 30, 2020 approximately 90%, 5% and 3% of the Company’s ARM securities were backed by mortgage loans that reset annually, semi-annually and monthly, respectively, while approximately 2% reset every five years. Approximately 3% of the Company’s ARM securities were backed by interest-only loans, with remaining interest-only payment periods averaging 1514 months at ~~March 31,~~June 30, 2020. All percentages are based on averages of the characteristics of mortgage loans underlying each security and calculated using unpaid principal balances as of the indicated date.

Capstead has traditionally financed its residential mortgage investments by leveraging its long-term investment capital with secured borrowings consisting primarily of borrowings under repurchase arrangements with commercial banks and other financial institutions that involve the sale and a simultaneous agreement to repurchase the transferred assets at a future date and are accounted for as financings. The Company maintains the beneficial interest in the specific securities pledged during the term of each repurchase arrangement and receives the related principal and interest payments.

The terms and conditions of secured borrowings are negotiated on a transaction-by-transaction basis when each such borrowing is initiated or renewed. None of the Company’s counterparties are obligated to renew or otherwise enter into new borrowings at the conclusion of existing borrowings. Collateral requirements in excess of amounts borrowed (referred to as “haircuts”) averaged ~~4.59~~4.50 percent of the fair value of pledged residential mortgage pass-through securities at ~~March 31, 2020.~~June 30, 2020, relatively consistent with prior year. After considering haircuts and related interest receivable on the collateral, as well as interest payable on these borrowings, the Company had ~~$493~~$413 million of capital at risk with its lending counterparties at ~~March 31,~~June 30, 2020. The Company did not have capital at risk with any single counterparty exceeding 8%6% of total stockholders’ equity at ~~March 31,~~June 30, 2020.

Secured borrowing rates are generally fixed based on prevailing rates corresponding to the terms of the borrowings. Interest may be paid monthly or at the termination of a borrowing at which time the Company may enter into a new borrowing at prevailing haircuts and rates with the same counterparty or repay that counterparty and negotiate financing with a different counterparty. When the fair value of pledged securities declines due to changes in market conditions or the publishing of monthly security pay-down factors, lenders typically require the Company to post additional securities as collateral, pay down borrowings or fund cash margin accounts with the counterparties in order to re-establish the agreed-upon collateral requirements, referred to as margin calls. Conversely, if collateral fair values increase, lenders are required to release collateral back to the Company pursuant to Company-issued margin calls.

As of ~~March 31,~~June 30, 2020, the Company’s secured borrowings totaled ~~$8.38~~$7.58 billion with 2019 counterparties at average rates of ~~1.22%~~0.25%, before the effects of currently-paying interest rate swap agreements. The Company typically uses interest rate swap agreements with terms between 18 and 36 months and variable rate receipts ~~primarily~~ based on three-month LIBOR or Fed Funds to help mitigate exposure to rising short-term interest rates. InDuring the first ~~quarter~~half of 2020, the Company ~~reduced~~decreased its swap positions by ~~$3.00~~$2.80 billion notional ~~amount in light of asset sales.~~amount. At quarter-end the Company held ~~$4.40~~$4.60 billion notional amount of these derivatives at fixed rates averaging ~~1.44%~~1.27% with contract expirations occurring at various dates through the ~~first~~second quarter of 2022 and a weighted average expiration of 1615 months. ~~In addition, at quarter-end the Company held a series of $500 million notional amount three-month Eurodollar futures contracts with a weighted average rate of 1.62% with maturities through June 2020.~~

Including the effects of these derivatives, the Company’s residential mortgage investments and secured borrowings had estimated durations at ~~March 31,~~June 30, 2020 of 1514 months and nine months, respectively for a net duration gap of approximately ~~six~~five months – see “Interest Rate Risk” for further information about the Company’s sensitivity to changes in market interest rates. The Company intends to continue to manage interest rate risk associated with holding and financing its residential mortgage investments by utilizing suitable derivatives such as interest rate swap agreements, Eurodollar futures and longer-maturity secured borrowings, if available at attractive rates and terms.

Capstead’s investment strategy involves managing an appropriately leveraged portfolio of ARM Agency Securities that management believes can produce attractive risk-adjusted returns over the long term, while reducing, but not eliminating, sensitivity to changes in interest rates. The potential liquidity inherent in the Company’s unencumbered residential mortgage investments is as important as the actual level of cash and cash equivalents carried on the balance sheet because secured borrowings generally can be increased or decreased on a daily basis to meet cash flow requirements and otherwise manage capital resources efficiently. Potential liquidity is affected by, among other factors:

Capstead’s utilization of its long-term investment capital and its estimated potential liquidity were as follows as of ~~March 31,~~June 30, 2020 in comparison with December 31, 2019 (dollars in thousands):

	Investments ^(a)		Secured Borrowings		Capital Employed		Potential Liquidity ^(b)		Portfolio Leverage^(d)	Investments ^(a)		Secured Borrowings		Capital Employed		Potential Liquidity ^(b)		Portfolio Leverage
Residential mortgage investments	$	8,503,171	$	8,379,422	$	123,749	$	92,328		$	8,327,900	$	7,575,294	$	752,606	$	377,575
Cash collateral receivable from derivative counterparties, net ^(c)						45,067	–								54,043	–
Other assets, net of other liabilities						773,226		329,448							204,683		121,991
Balances as of March 31, 2020:	$	8,503,171	$	8,379,422	$	942,042	$	421,776	8.51:1
Balances as of June 30, 2020:										$	8,327,900	$	7,575,294	$	1,011,332	$	499,566	7.49:1

Balances as of December 31, 2019	$	11,222,182	$	10,275,413	$	1,172,125	$	537,134	8.77:1	$	11,222,182	$	10,275,413	$	1,172,125	$	537,134	8.77:1

In order to efficiently manage its liquidity and capital resources, Capstead attempts to maintain sufficient liquidity reserves to fund borrowing and derivative margin calls under stressed market conditions, including margin calls resulting from monthly principal payments (remitted to the Company 20 to 45 days after any given month-end), as well as reasonably possible declines in the market value of pledged assets and derivative positions. Should market conditions deteriorate, management may reduce portfolio leverage and increase liquidity by raising new equity capital, selling mortgage securities and/or curtailing the replacement of portfolio runoff. Additionally, the Company routinely does business with a large number of lending counterparties, which bolsters financial flexibility to address challenging market conditions and limits exposure to any individual counterparty.

The Company’s leverage ratio of 7.49:1 at June 30, 2020 is the result of improved valuations of its existing portfolio, coupled with not fully replacing second quarter portfolio runoff. In ~~March 2020,~~light of the volatility ~~spiked~~experienced in the ~~fixed income and equity markets in general and the mortgage market in particular as a result of the COVID-19 pandemic. Throughout this period of volatility,~~first quarter, the Company ~~met~~began reinvesting portfolio runoff in late April at attractive levels, replacing all of ~~its funding requirements~~May and believes it has ample access to necessary financing through its existing lending counterparties. In order to ensure sufficient flexibility to meet future projected liquidity requirements while maintaining portfolio leverage at comfortable levels, the Company sold a

~~portion of its portfolio in late March, ceased replacing portfolio runoff and reduced its swap positions.~~June runoff. The Company ~~also raised $12.9 million~~expects in ~~new common equity capital during February 2020 utilizing its at-the-market continuous issuance program.~~the near-term for leverage to remain at or near these levels given current market conditions. Future levels of portfolio leverage will be dependent

on many factors, including the size and composition of the Company’s investment portfolio (see “Liquidity and Capital Resources”). After not replacing April portfolio runoff and with book value modestly higher on April 30th, portfolio leverage was estimated to be 7.8 to one. The Company anticipates replacing runoff for May and future months if market conditions allow.

Management believes the presentation of core earnings and core earnings per common share, both non-GAAP financial measures, when analyzed in conjunction with the Company’s GAAP operating results, allows investors to more effectively evaluate the Company’s performance and provide investors management’s view of the Company’s economic performance. The Company defines core earnings as GAAP net income (loss) excluding (a) unrealized (gain) loss on derivative instruments, (b) realized loss (gain) on termination of derivative instruments, (c) amortization of unrealized (gain) loss of derivative instruments held at the time of de-designation, and (d) realized loss (gain) on securities. The following reconciles GAAP net (loss) income and net (loss) income per diluted common share to core earnings and core earnings per common share:

	Quarter Ended March 31												Quarter Ended June 30															Six Months Ended June 30
	2020						2019						2020							2019								2020								2019
	Amount			Per Share			Amount			Per Share			Amount			Per Share				Amount				Per Share				Amount				Per Share				Amount				Per Share
Net loss	$	(204,653	)	$	(2.21	)	$	(7,746	)	$	(0.15	)
Net income (loss)													$	22,704			$	0.19			$	(63,460	)		$	(0.80	)		$	(181,949	)		$	(2.01	)		$	(71,206	)		$	(0.95	)
Unrealized (gain) loss on non-designated derivative instruments		56,182			0.59			26,237			0.31			(2,229	)			(0.02	)			59,388				0.70				53,953				0.57				85,625				1.01
Realized loss (net) on termination of derivative instruments		100,565			1.06			–			–			1,320				0.01				24,202				0.28				101,885				1.07				24,202				0.28
Amortization of unrealized gain, net of unrealized losses on de-designated derivative instruments		(103	)		(0.00	)		(3,020	)		(0.04	)		122				0.00				(6,715	)			(0.08	)			19				0.00				(9,735	)			(0.12	)
Realized loss on sale of investments		67,820			0.72			–			–			–				–				1,365				0.02				67,820				0.71				1,365				0.02
Core earnings	$	19,811		$	0.16		$	15,471		$	0.12		$	21,917			$	0.18			$	14,780			$	0.12			$	41,728			$	0.34			$	30,251			$	0.24

Management believes that presenting financing spreads on residential mortgage investments, a non-GAAP financial measure, provides useful information for evaluating the performance of the Company’s portfolio as opposed to total financing spreads because the non-GAAP measure speaks specifically to the performance of the Company’s investment portfolio. The following reconciles these measures for the indicated periods:

	Quarter Ended March 31						Quarter Ended June 30						Six Months Ended June 30
	2020			2019			2020			2019			2020			2019
Total financing spreads		0.66	%		0.42	%		1.52	%		0.34	%		1.03	%		0.38	%
Impact of yields on other interest-earning assets ^(a)		0.02			–			0.04			0.01			0.02			0.01
Impact of borrowing rates on other interest-paying liabilities ^(a)		0.05			0.05			0.09			0.05			0.07			0.05
Impact of amortization of unrealized gain, net of unrealized losses on de-designated Derivatives		(0.00	)		(0.11	)		0.01			(0.24	)		0.00			(0.18	)
Impact of net interest cash flows on non-designated Derivatives		0.04			0.16			(0.41	)		0.31			(0.15	)		0.24
Financing spreads on residential mortgage investments		0.77			0.52			1.25			0.47			0.97			0.50

	Quarter Ended						Quarter Ended						Six Months Ended
	March 31						June 30						June 30
	2020			2019			2020			2019			2020			2019
Income statement data: (in thousands, except per share data)
Interest income on residential mortgage investments	$	69,228		$	83,807		$	48,133		$	85,100		$	117,361		$	168,907
Related interest expense		(45,273	)		(63,779	)		(13,055	)		(67,945	)		(58,328	)		(131,724	)
		23,955			20,028			35,078			17,155			59,033			37,183
Other interest income (expense)		(1,501	)		(1,469	)		(1,878	)		(1,300	)		(3,379	)		(2,769	)
		22,454			18,559			33,200			15,855			55,654			34,414
Other expense:
Loss on derivative instruments (net)		(155,739	)		(21,657	)		(6,948	)		(74,842	)		(162,687	)		(96,499	)
Loss on sale of investments (net)		(67,820	)		–			–			(1,365	)		(67,820	)		(1,365	)
Compensation-related expense		(2,204	)		(3,609	)		(2,330	)		(1,972	)		(4,534	)		(5,581	)
Other general and administrative expense		(1,202	)		(1,128	)		(1,219	)		(1,138	)		(2,421	)		(2,266	)
Miscellaneous other (expense) revenue		(142	)		89
Miscellaneous other revenue (expense)								1			2			(141	)		91
		(227,107	)		(26,305	)		(10,496	)		(79,315	)		(237,603	)		(105,620	)
Net loss	$	(204,653	)	$	(7,746	)
Net loss per diluted common share	$	(2.21	)	$	(0.15	)
Net income (loss)							$	22,704		$	(63,460	)	$	(181,949	)	$	(71,206	)
Net income (loss) per diluted common share							$	0.19		$	(0.80	)	$	(2.01	)	$	(0.95	)
Average diluted shares outstanding		94,897			84,894			95,887			84,934			95,276			84,914
Core earnings ^(a)	$	19,811		$	15,471		$	21,917		$	14,780		$	41,728		$	30,251
Core earnings per diluted common share^(a)		0.16			0.12			0.18			0.12			0.34			0.24

Key operating statistics: (dollars in millions)
Average yields:
Residential mortgage investments		2.49	%		2.75	%		2.33	%		2.82	%		2.42	%		2.79	%
Other interest-earning assets		1.14			2.32			0.06			2.00			0.59			2.12
Total average yields		2.47			2.75			2.29			2.81			2.40			2.78
Average borrowing rates:
Secured borrowings ^(a)(b)		1.72			2.23			1.09			2.35			1.45			2.29
Unsecured borrowings		7.72			7.69			7.72			7.73			7.72			7.71
Total average borrowing rates		1.77			2.28			1.17			2.40			1.52			2.34
Average total financing spreads		0.66			0.42			1.52			0.34			1.03			0.38
Average financing spreads on residential mortgage investments ^(a)		0.77			0.52			1.25			0.47			0.97			0.50
Average CPR		26.71			20.62			32.89			26.29			29.80			23.45
Average balance information:
Residential mortgage investments (cost basis)	$	11,124		$	12,169		$	8,257		$	12,065		$	9,691		$	12,117
Other interest-earning assets		141			72			146			120			144			96
Secured borrowings		10,338			11,157			7,648			11,193			8,993			11,175
Unsecured borrowings (included in long-term investment capital)		98			98			98			98			98			98
Long-term investment capital (“LTIC”)		1,124			1,162			988			1,149			1,056			1,156
Operating costs as a percentage of average LTIC		1.22	%		1.32	%		1.45	%		1.09	%		1.32	%		1.20	%
Return on average common equity capital ^(c)		7.77			5.33			10.76			4.98			9.58			5.14

Capstead reported for GAAP purposes net income of $23 million and a net loss of ~~$205~~$182 million or ~~$(2.21)~~$0.19 and $(2.01) per diluted common share during the quarter and six months ended ~~March 31, 2020.~~June 30, 2020, respectively. This compares to a GAAP net loss of $8$64 million and $71 million or ~~$(0.15)~~$(0.80) and $(0.95) per diluted common share for the same ~~period~~periods in 2019. GAAP net income was negatively impacted ~~during~~primarily in the first quarter ~~primarily~~ by losses on derivatives of $156 million due largely to lower prevailing interest rates and losses on sales of investments of $68 ~~million.~~million due to COVID-19 pandemic related disruptions to the fixed income markets.

Capstead’s core earnings, a non-GAAP financial measure, totaled ~~$20~~$22 million and $42 million or ~~$0.16~~$0.18 and $0.34 per diluted common share for the quarter and six months ended ~~March 31,~~June 30, 2020, respectively, compared to core earnings of $15 million and $30 million or $0.12 and $0.24 per diluted common share for the same period in 2019. Core earnings in ~~2019~~the first half of 2020 benefited from lower borrowing rates while being ~~negatively impacted~~partially offset by lower yields on its residential mortgage ~~investments.~~investments and lower average portfolio balances following asset sales in response to the COVID-19 pandemic in late March.

Interest income on residential mortgage investments was lower by ~~$14.6~~$37 million and $52 million for the quarter and six months ended ~~March 31,~~June 30, 2020, respectively, compared to the same ~~period~~periods in 2019. This decrease is attributable to ~~$7.7~~$24 million ~~in decreases related to lower average yields~~ and ~~$6.9~~$31 million, respectively, in decreases related to lower average portfolio ~~balances.~~balances and $13 million and $21 million, respectively, in decreases related to lower average yields.

Yields on residential mortgage investments for the quarter and six months ended ~~March 31,~~June 30, 2020 decreased 2649 and 37 basis points compared to the same ~~period~~periods in 2019, averaging ~~2.49%~~2.33% and 2.42%, respectively, primarily due to~~larger adjustments for investment premium amortization~~ lower coupon interest rates on loans underlying the Company’s ARM Agency Securities that have reset based on lower prevailing interest rates, as ~~a result of~~well as lower coupons on acquisitions and other changes in ~~lifetime prepayment estimates.~~portfolio composition. Yields were also negatively impacted by ~~lower cash yields in the first quarter~~higher premium amortization compared to the same ~~period~~periods in 2019 due ~~largely~~primarily to ~~ARM loan coupon interest~~higher prepayment rates ~~resetting lower to more current rates. Asset sales in response to the COVID-19 market disruptions had little effect~~experienced on ~~first quarter 2020 earnings because they occurred late in March.~~our portfolio.

Interest expense on secured borrowings was lower by ~~$18.5~~$55 million and $73 million for the quarter and six months ended ~~March 31,~~June 30, 2020, respectively, compared to the same ~~period~~periods in 2019. This decrease is attributable to ~~$14.1~~$38 million and $51 million, respectively, in decreases related to lower average borrowing rates and ~~$4.4~~$17 million and $22 million, respectively, in decreases related to lower average borrowings.

Secured borrowing rates, after adjusting for hedging activities, decreased 51126 and 84 basis points for the quarter and six months ended ~~March 31,~~June 30, 2020, respectively, compared to the same period in 2019 to average ~~1.72%~~1.09% and 1.45%. Market conditions contributed to lower borrowing rates, including three 25 basis point decreases in the Federal Funds rate induring the last half of 2019 followed by 150 basis points in rate cuts in March 2020. Average fixed-rate swap payment rates were ~~162~~138 and 153 basis points for the quarter and six months ended ~~March 31,~~June 30, 2020, respectively, compared to ~~201~~220 and 211 basis points for the same ~~period~~periods in 2019. This decline was largely due to efforts to reposition the swap portfolio to take advantage of declining market interest rates over the course of 2019 and a reduction in swap positions due to asset sales in the first ~~quarter~~half of 2020. Currently-paying swap balances were lower, averaging ~~$7.10~~$4.37 billion and $5.73 billion for the quarter and six months ended ~~March 31,~~June 30, 2020, respectively, compared to ~~$7.30~~$8.05 billion and $7.69 billion for the same ~~period~~periods in 2019. Future secured borrowing rates will be dependent on market conditions, including overall levels of market interest rates as well as the availability of longer-maturity borrowings and interest rate swap agreements at attractive rates.

Total operating costs, which include Compensation-related expense and Other general and administrative expense, were higher by $439,000 during the quarter ended ~~March 31,~~June 30, 2020 compared to the same period in 2019. For the six months ended June 30, 2020, total operating costs were lower by ~~$1.3 million~~$891,000 compared to the same period in 2019. The variance between the periods was primarily related to ~~$1.4 million in lower~~adjustments to short-term incentive compensation ~~expense during~~in the ~~first quarter of 2020.~~respective periods.

Capstead’s primary sources of funds are secured borrowings and monthly principal and interest payments on its investments. Other sources of funds may include proceeds from debt and equity offerings and asset sales. The timing, manner, price and amount of any future common and preferred issuances and any common stock repurchases will be made in the open market at the Company’s discretion, subject to economic and market conditions, stock price, compliance with federal securities laws and tax regulations as well as blackout periods associated with the dissemination of important Company-specific news.

The Company generally uses its liquidity to pay down secured borrowings to reduce borrowing costs and otherwise efficiently manage its long-term investment capital. Because the level of these borrowings can generally be adjusted on a daily basis, the Company’s potential liquidity inherent in its unencumbered residential mortgage investments is as important as the level of cash and cash equivalents carried on the balance sheet. The table included under “Utilization of Long-term Investment Capital and Potential Liquidity” illustrates management’s estimate of additional funds potentially available to the Company at ~~March 31,~~June 30, 2020. The discussion accompanying this table and under “COVID-19” provides insight into the Company’s current liquidity position and perspective on what level of portfolio leverage to employ under current market conditions. The Company currently believes that it has sufficient liquidity and capital resources available for the acquisition of additional investments, repayments on borrowings and the payment of cash dividends as required for the Company’s continued qualification as a REIT.

Capstead finances its residential mortgage investments primarily by borrowing under repurchase arrangements, the terms and conditions of which are negotiated on a transaction-by-transaction basis, when each such borrowing is initiated or renewed.

Future borrowings are dependent upon the willingness of lenders to participate in the financing of Agency Securities, lender collateral requirements and the lenders’ determination of the fair value of the securities pledged as collateral, which fluctuates with changes in interest rates and liquidity conditions within the commercial banking and mortgage finance industries. None of the Company’s borrowing counterparties are obligated to renew or otherwise enter into new borrowings at the conclusion of existing borrowings. ~~After the sale of $2.60 billion (basis) in ARM Agency Securities late in March in response to COVID-19 market disruptions, secured~~Secured borrowings totaled ~~$8.38~~$7.58 billion at ~~March 31,~~June 30, 2020, all maturing within 90 days. Secured borrowings began the year at $10.28 billion and averaged ~~$10.34~~$7.65 billion during the quarter ended ~~March 31,~~June 30, 2020. Average secured borrowings can differ from period-end balances for a number of reasons including portfolio growth or contraction, as well as differences in the timing of portfolio acquisitions relative to portfolio runoff.

To help mitigate exposure to rising short-term interest rates, the Company uses derivatives supplemented with longer-maturity secured borrowings when available at attractive rates and terms. At quarter-end the Company held ~~$4.40~~$4.60 billion notional amount of portfolio financing-related interest rate swap agreements with contract expirations occurring at various dates through the ~~first~~second quarter of 2022 and a weighted average expiration of 1615 months. ~~In addition, at quarter-end the Company held a series of $500 million notional amount three-month Eurodollar futures contracts with a weighted average rate of 1.62% with maturities through June 2020.~~ The Company also holds swap agreements effectively locking in lower fixed rates of interest during the 20-year floating rate terms of the Company’s $100 million face amount of unsecured borrowings that mature in 2035 and 2036. The Company intends to continue to utilize suitable derivatives such as interest rate swap agreements or other derivatives and longer-maturity secured borrowings to manage interest rate risk when available at attractive rates and terms.

~~under continuous offering~~ programs or by other means, subject to market conditions, compliance with federal securities laws and blackout periods.

Because Capstead’s residential mortgage investments consist almost entirely of Agency Securities, which are considered to have limited, if any, credit risk, interest rate risk is the primary market risk faced by the Company. Interest rate risk is highly sensitive to a number of factors, including economic conditions, government fiscal policy, central bank monetary policy and banking regulation. By focusing on investing in relatively short-duration ARM Agency Securities, declines in fair value caused by increases in interest rates are typically relatively modest compared to investments in longer-duration ARM or fixed-rate assets. These declines can be recovered in a relatively short period of time as coupon interest rates on the underlying mortgage loans reset to rates more reflective of the then-current interest rate environment. This strategy also positions the Company to benefit from future recoveries in financing spreads that typically contract during periods of rising interest rates.

Derivatives and longer-maturity secured borrowings transactions lengthen the effective duration of the Company’s secured borrowings to more closely match the duration of its portfolio of residential mortgage investments. Including the effects of derivatives held to hedge changes in secured borrowing rates, at ~~March 31,~~June 30, 2020 the Company’s residential mortgage investments and secured borrowings had estimated durations of approximately 1514 months and nine months, respectively, for a net duration gap of approximately ~~six~~five months. The Company intends to continue to manage interest rate risk associated with holding and financing its residential mortgage investments by utilizing suitable interest rate swap agreements or other derivatives and longer-maturity secured borrowings, if available at attractive rates and terms.

Capstead performs sensitivity analyses to estimate the effects that specific interest rate changes can reasonably be expected to have on net interest margins and portfolio values. All investments, secured borrowings and related derivatives held are included in these analyses. For net interest margin modeling purposes, the model incorporates management’s assumptions for mortgage prepayment levels for a given interest rate change using market-based estimates of prepayment speeds for the purpose of amortizing investment premiums and reinvesting portfolio runoff. These assumptions are developed through a combination of historical analysis and expectations for future pricing behavior under normal market conditions unaffected by changes in market liquidity. For portfolio valuation modeling purposes, a static portfolio is assumed.

This model is the primary tool used by management to assess the direction and magnitude of changes in net interest margins and portfolio values resulting solely from changes in interest rates. Key modeling assumptions include mortgage prepayment speeds, adequate levels of market liquidity, current market conditions, and portfolio leverage levels. A floor of 0.00% is assumed for all pertinent indices except the Federal Funds Rate, which has no floor. However, it is assumed that borrowing rates cannot decline beyond a floor of 0.15%. These assumptions are inherently uncertain and, as a result, modeling cannot precisely estimate the impact of higher or lower interest rates. Actual results will differ from simulated results due to the timing, magnitude and frequency of interest rate changes, other changes in market conditions, changes in management strategies and other factors.

The table below reflects the estimated impact of instantaneous parallel shifts in the yield curve on net interest margins and the fair value of Capstead’s portfolio of residential mortgage investments and related derivatives at ~~March 31,~~June 30, 2020 and December 31, 2019, subject to the modeling parameters described above.

	Federal Funds Rate		10-year U.S. Treasury Rate			Down 1.00%			Down 0.50%			Up 0.50%			Up 1.00%			Federal Funds Rate		10-year U.S. Treasury Rate			Down 1.00%			Down 0.50%			Up 0.50%			Up 1.00%

Projected 12-month percentage change in net interest margins: ^(a)(b)
March 31, 2020	0.00-0.25	%		0.67	%		(32.2	)%		(8.4	)%		(2.8	)%		(4.6	)%
June 30, 2020																		0.00-0.25	%		0.66	%		(40.6	)%		(14.3	)%		(0.5	)%		(3.6	)%
December 31, 2019	1.50-1.75			1.92			1.6			1.2			(0.6	)		(3.7	)	1.50-1.75			1.92			1.6			1.2			(0.6	)		(3.7	)

Projected percentage change in portfolio and related derivative values: ^(a)
March 31, 2020	0.00-0.25			0.67			0.1			0.1			(0.4	)		(0.7	)
June 30, 2020																		0.00-0.25			0.66			0.0			0.1			(0.4	)		(0.7	)
December 31, 2019	1.50-1.75			1.92			(0.1	)		0.0			(0.2	)		(0.4	)	1.50-1.75			1.92			(0.1	)		0.0			(0.2	)		(0.4	)

Management’s discussion and analysis of financial condition and results of operations is based upon Capstead’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the use of estimates and judgments that can affect the reported amounts of assets, liabilities (including contingencies), revenues and expenses, as well as related disclosures. These estimates are based on available internal and market information and appropriate valuation methodologies believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the expected useful lives and carrying values of assets and liabilities which can materially affect the determination of net income and book value per common share. Actual results may differ from these estimates under different assumptions or conditions.

Management believes the following are critical accounting policies in the preparation of Capstead’s consolidated financial statements that involve the use of estimates requiring considerable judgment:

Mortgage prepayment expectations can change based on how current and projected changes in interest rates impact the economic attractiveness of mortgage refinance opportunities, if available, and

other factors such as lending industry underwriting practices and capacity constraints, regulatory changes,

borrower credit profiles and the health of the economy and housing markets. Management estimates future mortgage prepayments based on these factors and past experiences with specific investments within the portfolio. Should actual prepayment rates differ materially from these estimates, investment premiums would be expensed at a different pace.

Generally, gains or losses are recognized in earnings only if securities are sold; however, if a decline in fair value of a mortgage security below its amortized cost occurs, the difference between amortized cost and fair value would be recognized in earnings as a component of Other ~~revenue~~income (expense) if the decline was credit-related or it was determined to be more likely than not that the Company will incur a loss via an asset sale.

The accounting for changes in fair value of each derivative held depends on whether it has been designated as an accounting hedge, as well as the type of hedging relationship identified. To qualify as a cash flow hedge for accounting purposes, at the inception of the hedge relationship the Company must anticipate and document that the hedge relationship will be highly effective and must monitor ongoing effectiveness on at least a quarterly basis. As long as the hedge relationship remains highly effective, changes in fair value of the derivative are recorded in Accumulated other comprehensive income ~~(loss)~~. Changes in fair value of derivatives not held as accounting hedges, or for which the hedge relationship is deemed to no longer be highly effective and as a result hedge accounting is terminated, are recorded in earnings as a component of Other income (expense) ~~income.~~.

The Company uses derivatives primarily in the form of interest rate swap agreements to hedge the variability in borrowing rates on its secured and unsecured borrowings. For derivatives designated as accounting hedges, fixed interest payments and variable interest receipts are recorded as an adjustment to interest expense on the related designated borrowings. For derivatives not designated as accounting hedges, fixed interest payments and variable interest receipts are recorded as a component of Other income (expense) ~~income~~. For derivatives initially designated as an accounting hedge and subsequently de-designated, any unrealized gain or loss included in Accumulated other comprehensive income ~~(loss)~~ at the time of de-designation is amortized as an adjustment to interest expense on the related borrowings over the remaining term of the derivatives. See NOTE 6 to the consolidated financial statements (included under Item 1 of this report) and “Financial Condition – Secured Borrowings” for additional information regarding the Company’s current use of derivatives and its related risk management policies.

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the words “believe,” “anticipate,” “expect,” “estimate,” “intend,” “will be,” “will likely continue,” “will likely result,” or words or phrases of similar meaning. Forward-looking statements are based largely on the expectations of management and are subject to a number of risks and uncertainties including, but not limited to, the following:

In light of the ongoing COVID-19 pandemic, several of the risks and uncertainties described above are more likely to occur and/or the potential impact therefrom is harder to estimate. In particular, the impact of COVID-19 on fluctuations in interest rates and levels of mortgage prepayments, liquidity of secondary markets and credit markets, including the availability of financing at reasonable levels and terms to support investing on a leveraged basis, and changes in general economic conditions, are especially unclear at this time. Given this unprecedented uncertainty, actual results could differ materially from those anticipated or implied in the forward-looking statements included herein. In addition to the above considerations, actual results and liquidity are affected by other risks and uncertainties which could cause actual results to be significantly different from those expressed or implied by any forward-looking statements included herein. It is not possible to identify all of the risks, uncertainties and other factors that may affect future results. In light of these risks and uncertainties, the forward-looking events and circumstances discussed herein may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. Forward-looking statements speak only as of the date the statement is made and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Accordingly, readers of this document are cautioned not to place undue reliance on any forward-looking statements included herein.

For a further discussion of these and other factors that could impact our future results and performance, see “Risk Factors” under Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the U.S. Securities and Exchange Commission on February 21, 2020.

The information required by this Item is incorporated by reference to the information included in Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

As of ~~March 31,~~June 30, 2020, an evaluation was performed under the supervision and with the participation of the Company's management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, the Company's management, including the CEO and CFO, concluded that the Company's disclosure controls and procedures were effective as of ~~March 31,~~June 30, 2020. There have been no significant changes in the Company's internal controls or in other factors that could significantly affect internal controls subsequent to ~~March 31,~~June 30, 2020.

There have been no material changes in our risk factors during the ~~quarter~~six months ended ~~March 31,~~June 30, 2020 from those previously disclosed in “Risk Factors” under Part I, Item 1A. of our 2019 Form 10-K ~~other than set forth below.~~and Part II, Item 1A. of our March 2020 Form 10-Q. You should carefully consider the risk factors discussed in our 2019 Form 10-K and ~~below,~~March 2020 Form 10-Q, which could materially affect our business, liquidity, earnings, financial condition and future prospects. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, liquidity, earnings, financial condition and future prospects.

~~The COVID-19 pandemic and its economic impact may adversely affect our liquidity, financial condition and earnings.~~

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a pandemic, which continues to spread throughout the United States. The COVID-19 pandemic is causing significant disruptions and pressure in financial markets. The Federal Reserve has taken a number of actions to support the financial system, including buying agency guaranteed residential and commercial mortgage securities. Additionally, the Fed Funds rate was reduced by 150 basis points. These actions are broadly supportive to the mortgage markets, providing stability and lowering funding costs. However, there is no guarantee that the Federal Reserve attempts to mitigate the economic impact of COVID-19 will be successful in avoiding an adverse impact on our liquidity, financial condition and earnings.

The pandemic may also make financing our operations more difficult or costly. We rely on the use of repurchase agreements and other financings to fund our operations. As a result of the pandemic’s effect on the economy generally, and the mortgage market in particular, our lenders and counterparties may charge higher rates or otherwise make borrowing more costly. Any increases in the cost of financing may have an adverse effect on our earnings. In addition, the significant decrease in economic activity caused by the ongoing pandemic has had and may continue to have a significant adverse effect on the ability of mortgage borrowers to meet their obligations. These difficulties, and the recent declines in interest rates, may also lead to higher rates of refinancing resulting in higher prepayments, which may have an adverse impact on the value of our assets. If the urgent conditions continue or become worse, the negative effects on our results of operations may become more severe.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


Maryland		75-2027937
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
8401 North Central Expressway, Suite 800, Dallas, TX		75225-4404
(Address of principal executive offices)		(Zip Code)


Title of each class	Trading Symbols	Name of each exchange on which registered
Common Stock ($0.01 par value)	CMO	New York Stock Exchange
7.50% Series E Cumulative Redeemable Preferred Stock ($0.10 par value)	CMOPRE	New York Stock Exchange


PART I. — FINANCIAL INFORMATION
		Page
ITEM 1.	Financial Statements (unaudited)

Consolidated Balance Sheets — ~~March 31,~~June 30, 2020 and December 31, 2019		3

Consolidated Statements of Operations — Quarter and Six Months Ended ~~March 31,~~June 30, 2020 and 2019		4

Consolidated Statements of Comprehensive Income — Quarter and Six Months Ended ~~March 31,~~June 30, 2020 and 2019		5

Consolidated Statements of Stockholders’ Equity — Quarter and Six Months Ended ~~March 31,~~June 30, 2020 and 2019		6

Consolidated Statements of Cash Flows — ~~Quarter~~Six Months Ended ~~March 31,~~June 30, 2020 and 2019		7

Notes to Consolidated Financial Statements		8

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

ITEM 3.	Quantitative and Qualitative Disclosure of Market Risk	36

ITEM 4.	Controls and Procedures	36

PART II. — OTHER INFORMATION
ITEM 1A.	Risk Factors	37
ITEM 6.	Exhibits	37

SIGNATURES		4039

~~Exhibit~~ ~~Number~~		~~DESCRIPTION~~
4.4		Indenture dated December 15, 2005.⁽⁵⁾
4.5		Indenture dated September 11, 2006.⁽⁵⁾
4.6		Description of Securities. ⁽⁶⁾
10.01		Amended and Restated Deferred Compensation Plan.⁽⁷⁾
10.02		Amended and Restated 2014 Flexible Incentive Plan.⁽⁸⁾
10.03		Amendment No. 1 to the Amended and Restated 2014 Flexible Incentive Plan.⁽⁹⁾
10.04		Third Amended and Restated Incentive Bonus Plan.⁽⁷⁾
10.05		Form of nonqualified stock option and stock award agreements for non-employee directors.⁽⁵⁾
10.06		Form of restricted stock agreement for executive employees. ⁽¹⁰⁾
10.07		2018 Long-Term Performance Unit Award Criteria. ⁽¹⁰⁾
10.08		Form of performance unit agreement for executive employees. ⁽¹⁰⁾
10.09		2019 Annual Incentive Compensation Program. ⁽¹¹⁾
10.10		Form of restricted stock agreement for executive employees. ⁽¹¹⁾
10.11		2019 Long-Term Performance Unit Award Criteria. ⁽¹¹⁾
10.12		Form of performance unit agreement for executive employees. ⁽¹¹⁾
10.13		2020 Annual Incentive Compensation Program. ⁽¹²⁾
10.14		Form of restricted stock agreement for executive employees. ⁽¹²⁾
10.15		2020 Long-Term Performance Unit Award Criteria. ⁽¹²⁾
10.16		Form of performance unit agreement for executive employees. ⁽¹²⁾
10.17		Form of Change in Control/Severance Agreement for executive officers. ⁽¹³⁾
10.18		Sales Agreement, dated October 23, 2019, by and between the Company and the Sales Manager. ⁽¹⁴⁾
31.1		Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002*
31.2		Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002*
32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

Exhibit Number		DESCRIPTION
32.2		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.*
101.SCH		Inline XBRL Taxonomy Extension Schema*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase*
101.DEF		Inline XBRL Additional Taxonomy Extension Definition Linkbase*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase*
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)*


Common Stock ($0.01par value)		~~96,394,713~~96,468,729 as of ~~May 5,~~August 4, 2020

3.1		Charter, including Articles of Incorporation, Articles Supplementary for each series of preferred shares no longer outstanding and all other amendments to such Articles of Incorporation.⁽¹⁾
3.2		Articles Supplementary classifying and designating the Registrant’s 7.50% Series E Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, par value $0.10 per share.⁽²⁾
3.3		Amended and Restated Bylaws.⁽³⁾
4.1		Specimen of Common Stock Certificate.⁽⁴⁾
4.2		Specimen of stock certificate evidencing the 7.50% Series E Cumulative Redeemable Preferred Stock of the Registrant, liquidation preference $25.00 per share, par value $0.10 per share.⁽²⁾
4.3		Junior Subordinated Indenture dated September 26, 2005.⁽⁵⁾


	CAPSTEAD MORTGAGE CORPORATION Registrant

Date: ~~May 5,~~August 4, 2020	By:	/s/ PHILLIP A. REINSCH
		Phillip A. Reinsch
		President and Chief Executive Officer


Date: ~~May 5,~~August 4, 2020	By:	/s/ LANCE J. PHILLIPS
		Lance J. Phillips
		Senior Vice President, Chief Financial Officer
		and Secretary (Principal Financial and
		Accounting Officer)