CONDITION AND RESULTS OF OPERATIONS


                              FINANCIAL CONDITION

Overview



Capstead operates as a self-managed REIT earning income from investing in a
leveraged portfolio of residential mortgage pass-through securities primarily
consisting of relatively 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. By investing in ARM Agency
Securities, the Company is positioned to benefit from future recoveries in
financing spreads that typically contract during periods of rising interest
rates and to experience smaller fluctuations in portfolio values compared to
leveraged portfolios containing a significant amount of fixed-rate mortgage
securities.

Capstead reported for GAAP purposes net income of $19 million, representing
$0.15 per diluted common share for the quarter ended March 31, 2021. The Company
reported core earnings of $17 million or $0.13 per diluted common share for the
quarter ended March 31, 2021. See "Reconciliation of GAAP and non-GAAP Financial
Measures" for more information on core earnings.

GAAP and core earnings benefited from lower secured borrowings rates primarily
due to the continued impact of the 150 basis points in reductions in the Fed
Funds rate in March 2020 and favorable terms on new interest rate swap
agreements entered into throughout 2020. These benefits more than offset lower
portfolio yields due to lower coupon interest rates on loans underlying the
Company's ARM Agency Securities and higher investment premium amortization due
to higher mortgage prepayment levels as well as changes in lifetime prepayment
estimates. Historically low interest rates have led to exceedingly high
prepayment speeds across all mortgage products. The Company expects mortgage
prepayment rates to peak as the second quarter progresses due in large part to
increases in prevailing fixed-rate mortgage rates of nearly 50 basis points
since year-end. If longer-term interest rates continue increasing, further
declines in prepayments can be expected.



Capstead finances its residential mortgage investments by leveraging its
long-term investment capital with secured borrowings consisting of borrowings
under repurchase arrangements with commercial banks and other financial
institutions. Long-term investment capital declined $6 million during the first
quarter of 2021 to $1.00 billion at March 31, 2021, consisting of $653 million
of common and $251 million of preferred stockholders' equity (recorded amounts),
together with $99 million of unsecured borrowings maturing in 2035 and 2036.



Capstead's residential mortgage portfolio decreased $532 million during the
first quarter of 2021 to $7.41 billion at March 31, 2021. Secured borrowings
decreased $514 million to $6.81 billion as a result of lower portfolio
balances. Portfolio leverage (secured borrowings divided by long-term investment
capital) decreased to 6.79 to one at March 31, 2021 from 7.26 to one at
December 31, 2020. Management continuously evaluates portfolio leverage levels
in light of changes in market conditions.



                                      -20-

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COVID-19 Pandemic

The near-total shutdown of the U.S. economy in March 2020 due to the COVID-19
pandemic and resulting destabilization of the fixed income markets led to
widespread portfolio liquidations and losses for the mortgage REIT industry.
During this period of extreme volatility, the Company sold a portion of its
portfolio late in March 2020 and reduced its swap positions in order to ensure
it had sufficient flexibility to meet future projected liquidity requirements
while maintaining portfolio leverage at comfortable levels. During the crisis,
the Company met all of its funding requirements. Intervention by the Federal
Reserve beginning in March 2020 in the form of the buying of fixed-rate Agency
Securities helped stabilize this key market sector leading to improved pricing
levels for fixed-rate Agency Securities.  While the Federal Reserve has not
purchased ARM Agency Securities specifically, these actions contributed to
improved pricing levels for mortgage assets in general and stabilized the
operating environment for market participants including Capstead.

The Company's potential liquidity at March 31, 2021 was $540 million and it believes it has ample access to necessary financing through its existing lending counterparties to meet its liquidity needs. See "Utilization of Long-term Investment Capital and Potential Liquidity" for further discussion.





The Company continues to operate portions of its business continuity plan in
response to the pandemic 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 situation and adapt its response as
necessary to avoid any operational disruptions.

Book Value per Common Share



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 March 31, 2021 was $6.66 per share, a decrease of $0.10 per
share or 1.4% from December 31, 2020 book value of $6.76 per share, primarily
reflecting $0.22 in portfolio-related declines in value and $0.05 of declines
related to capital activity, partially offset by derivative-related increases in
value totaling $0.17.

All 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 8 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.

Residential Mortgage Investments

The following table illustrates Capstead's portfolio of residential mortgage investments for the quarter ended March 31, 2021 (dollars in thousands):

Residential mortgage investments, beginning of period $ 7,937,552 Portfolio acquisitions (principal amount)

                     387,830
Investment premiums on acquisitions                            16,394
Portfolio runoff (principal amount)                          (893,995 )
Investment premium amortization                               (20,887 )

Decrease in net unrealized gains on securities


  classified as available-for-sale                            (21,483 )
Residential mortgage investments, end of period           $ 7,405,411

Decrease in residential mortgage investments during the


  period                                                  $  (532,141 )


                                      -21-

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Capstead's investment strategy focuses on managing a portfolio of residential
mortgage investments primarily consisting 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 government-sponsored enterprises, 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 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 fixed-rate assets. Declines in fair value
caused by increases in interest rates are generally recoverable 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 investment strategy positions the Company to benefit from potential
recoveries in financing spreads that typically contract during periods of rising
interest rates.

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, 2021 (dollars in
thousands):

                                                            Fully      Average     Average    Average    Months
                                  Amortized        Net     Indexed       Net       Periodic   Lifetime     To
          ARM Type              Cost Basis (a)   WAC (b)   WAC (b)   Margins (b)   Caps (b)   Caps (b)    Roll
Current-reset ARMs:
Fannie Mae Agency Securities  $      2,097,018      2.29 %    1.91 %        1.65 %     2.88 %     6.97 %    6.8
Freddie Mac Agency Securities          718,627      2.52      2.01          1.74       2.14       6.11      8.2
Ginnie Mae Agency Securities           157,481      2.47      1.59          1.51       1.09       6.05      6.2
(40% of total)                       2,973,126      2.35      1.92          1.66       2.61       6.71      7.1
Longer-to-reset ARMs:
Fannie Mae Agency Securities         2,027,618      2.84      1.92          1.60       4.33       5.04     56.1
Freddie Mac Agency Securities        1,945,344      2.58      1.95          1.65       4.28       5.03     58.7
Ginnie Mae Agency Securities           396,255      3.56      1.57          1.50       1.00       5.00     34.9
(60% of total)                       4,369,217      2.79      1.90          1.61       4.01       5.03     55.4
                              $      7,342,343      2.61      1.91          1.63       3.44       5.71     35.9
Gross WAC (rate paid by
  borrowers) (c)                                    3.25



(a) Amortized cost basis represents the Company's investment (unpaid principal

balance plus unamortized investment premiums) before unrealized gains and

losses. At March 31, 2021, the ratio of amortized cost basis to unpaid

principal balance for the Company's ARM holdings was 103.76.

(b) Net WAC, or weighted average coupon, is the weighted average interest rate of

the mortgage loans underlying the indicated investments, net of servicing and

other fees as of the indicated date. Net WAC is expressed as a percentage

calculated on an annualized basis on the unpaid principal balances of the

mortgage loans underlying these investments. As such, it is similar to the

cash yield on the portfolio which is calculated using amortized cost

basis. Fully indexed WAC represents the weighted average coupon upon one or

more resets using interest rate indexes and net margins as of the indicated

date. Average net margins represent the weighted average levels over the

underlying indexes that the portfolio can adjust to upon reset, usually

subject to initial, periodic and/or lifetime caps on the amount of such

adjustments during any single interest rate adjustment period and over the


    contractual term of the underlying loans.


    ARM securities with initial fixed-rate periods of five years or longer

typically have either 200 or 500 basis point initial caps with 200 basis

point periodic caps. Additionally, certain ARM securities held by the Company

are subject only to lifetime caps or are not subject to a cap. Nearly all ARM

securities held by the Company have lifetime floors equal to their net

margins. For presentation purposes, average periodic caps in the table above

reflect initial caps until after an ARM security has reached its initial

reset date and lifetime caps, less the current net WAC, for ARM securities

subject only to lifetime caps. At quarter-end, 73% of current-reset ARMs were

subject to periodic caps averaging 1.91%; 19% were subject to initial caps

averaging 3.14%; and 8% were subject to lifetime caps averaging 7.92%. All

longer-to-reset ARM securities at March 31, 2021 were subject to initial

caps.

(c) Gross WAC is the weighted average interest rate of the mortgage loans

underlying the indicated investments, including servicing and other fees paid


    by borrowers, as of the indicated balance sheet date.


                                      -22-

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ARM securities held by Capstead are backed by 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. These coupon interest rate
adjustments are 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. After the initial fixed-rate
period, if applicable, the coupon interest rates of mortgage loans underlying
the Company's ARM securities typically adjust either (a) 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"), (b) semiannually
based on specified margins over six-month LIBOR, or (c) 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. Fannie Mae and Freddie Mac began accepting ARM loans
based on the Secured Overnight Financing Rate ("SOFR") in August 2020 and
stopped accepting LIBOR-based ARM loans after December 2020 due to the scheduled
discontinuation of LIBOR in December 2021. The Company expects to continue
investing in Agency ARM Securities backed by a variety of indices including new
SOFR-based ARM securities.

Approximately 17% of the Company's current-reset ARM securities are scheduled to
reset in rate within three months, 38% are scheduled to reset in rate between
four and six months, 31% are scheduled to reset in rate between seven and 12
months, and 14% are scheduled to reset in rate between 13 and 18 months. The
Company's current-reset ARM securities include $556 million (approximately 19%
of the total current-reset ARM securities, with average net WACs of 2.77% and
fully-indexed WACs of 1.93%) that will reset in rate for the first time in less
than 18 months based on indices in effect at March 31, 2021. After consideration
of any applicable initial fixed-rate periods, at March 31, 2021 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 2% of the Company's ARM
securities were backed by interest-only loans, with remaining interest-only
payment periods averaging 10 months at March 31, 2021. 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.

Secured Borrowings and Related Derivatives Held for Hedging Purposes



Capstead finances its residential mortgage investments by leveraging its
long-term investment capital with secured borrowings consisting 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 4.3% of the fair value of pledged residential mortgage
pass-through securities at March 31, 2021, 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
$369 million of capital at risk with its lending counterparties at March 31,
2021. The Company did not have capital at risk with any single counterparty
exceeding 5% of total stockholders' equity at March 31, 2021.

Secured borrowing rates are 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

                                      -23-

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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, 2021, the Company's secured borrowings totaled $6.81 billion
with 19 counterparties at average rates of 0.17%, 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 based on SOFR (previously LIBOR) or Fed Funds to help mitigate
exposure to rising short-term interest rates. During the first quarter of 2021,
the Company increased its swap positions by $250 million notional amount. At
quarter-end the Company held $3.22 billion notional amount of these derivatives
at fixed rates averaging 0.06% with contract expirations occurring at various
dates through the second quarter of 2024 and a weighted average expiration of
20 months.



Including the effects of these derivatives, the Company's residential mortgage
investments and secured borrowings had estimated durations at March 31, 2021 of
13 months and 9¾ months, respectively, for a net duration gap of approximately
3¼ 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 derivative financial
instruments such as interest rate swap agreements, Eurodollar futures and
longer-maturity secured borrowings, if available at attractive rates and terms.



Utilization of Long-term Investment Capital and Potential Liquidity



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:

• current portfolio leverage levels,

• changes in market value of assets pledged and derivatives held for hedging


        purposes as determined by lending and swap counterparties,


  • mortgage prepayment levels,

• availability of borrowings under repurchase arrangements with lending


        counterparties,


  • collateral requirements of lending and derivative counterparties, and

• general conditions in the commercial banking and mortgage finance industries.




                                      -24-

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Capstead's utilization of its long-term investment capital and its estimated potential liquidity were as follows as of March 31, 2021 in comparison with December 31, 2020 (dollars in thousands):



                                                                 Secured    

Capital Potential Portfolio


                                          Investments (a)      Borrowings       Employed        Liquidity (b)      Leverage
Residential mortgage investments         $       7,405,411     $ 6,805,061     $   600,350     $       280,797
Cash collateral receivable from
  derivative counterparties, net (c)                                                34,724                   -
Other assets, net of other liabilities                                             367,138             259,233
Balances as of March 31, 2021:           $       7,405,411     $ 6,805,061

$ 1,002,212 $ 540,030 6.79:1

Balances as of December 31, 2020 $ 7,937,552 $ 7,319,083

   $ 1,008,656     $       524,037        7.26:1



(a) Investments are stated at balance sheet carrying amounts, which generally

reflect estimated fair value as of the indicated dates.

(b) Potential liquidity is based on maximum amounts of borrowings available under

existing uncommitted financing arrangements considering management's estimate

of the fair value of residential mortgage investments held as of the

indicated dates adjusted for other sources of liquidity such as cash and cash

equivalents and cash collateral pledged to secured borrowing counterparties.

(c) Cash collateral receivable from derivative counterparties is presented net of

cash collateral payable to derivative counterparties, if applicable, and the

fair value of interest rate swap positions as of the indicated date.




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.



In response to pricing and ARM supply pressures in the first quarter the Company
reduced portfolio leverage by only replacing a portion of portfolio runoff.
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").

Reconciliation of GAAP and non-GAAP Financial Measures



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
Company's presentation of core earnings may not be comparable to
similarly-titled measures of other companies, who may use different
calculations.

                                      -25-

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The following reconciles GAAP net income (loss) and net income (loss) per diluted common share to core earnings and core earnings per common share:



                                            Quarter Ended March 31
                                      2021                          2020
                             Amount       Per Share        Amount        Per Share
Net income (loss)           $ 18,942     $      0.15     $ (204,653 )   $     (2.21 )
Unrealized (gain) loss on

non-designated derivative


  instruments                 (2,228 )         (0.02 )       56,182            0.59
Realized loss on
  termination of
  derivative instruments           -               -        100,565            1.06

Amortization of unrealized

gain, net of unrealized

losses on de-designated


  derivative instruments         646            0.00           (103 )         (0.00 )
Realized loss on sale of
  investments                      -               -         67,820            0.72
Core earnings               $ 17,360     $      0.13     $   19,811     $      0.16

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
                                          2021               2020
Total financing spreads                      1.01 %            0.66 %
Impact of yields on other
  interest-earning assets (a)                0.02              0.02

Impact of borrowing rates on other


  interest-paying liabilities (a)            0.11              0.05

Impact of amortization of unrealized

gain, net of unrealized losses on


  de-designated Derivatives                  0.04             (0.00 )

Impact of net interest cash flows on


  non-designated Derivatives                 0.00              0.04

Financing spreads on residential


  mortgage investments                       1.18              0.77


(a) Other interest-earning assets consist of overnight investments and cash

collateral receivable from derivative counterparties. Other interest-paying

liabilities consist of unsecured borrowings and, at times, cash collateral


    payable to interest rate swap counterparties.


                                      -26-

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                             RESULTS OF OPERATIONS

                                                                   Quarter Ended
                                                                      March 31
                                                                2021           2020

Income statement data (in thousands, except per share data) Interest income on residential mortgage investments

$  26,165     $   69,207
Related interest expense                                         (4,172 )      (45,256 )
                                                                 21,993         23,951
Other interest income (expense)                                  (1,878 )   

(1,497 )


                                                                 20,115     

22,454


Other (expense) income:
Gain (loss) on derivative instruments (net)                       2,382       (155,739 )
Loss on sale of investments (net)                                     -        (67,820 )
Compensation-related expense                                     (2,092 )       (2,204 )
Other general and administrative expense                         (1,465 )       (1,202 )
Miscellaneous other revenue (expense)                                 2           (142 )
                                                                 (1,173 )     (227,107 )
Net income (loss)                                             $  18,942     $ (204,653 )
Net income (loss) per diluted common share                    $    0.15     $    (2.21 )
Average diluted shares outstanding                               96,230     

94,897


Core earnings (a)                                             $  17,360     $   19,811
Core earnings per diluted common share (a)                         0.13     

0.16



Key operating statistics (dollars in millions)
Average yields:
Residential mortgage investments                                   1.38 %         2.49 %
Other interest-earning assets                                      0.04           1.14
Total average yields                                               1.36           2.47
Average borrowing rates:
Secured borrowings (a)(b)                                          0.20           1.72
Unsecured borrowings                                               7.68           7.72
Total average borrowing rates                                      0.35           1.77
Average total financing spreads                                    1.01     

0.66


Average financing spreads on residential mortgage
investments (a)                                                    1.18           0.77
Average CPR                                                       37.12          26.71
Average balance information:
Residential mortgage investments (cost basis)                 $   7,579     $   11,123
Other interest-earning assets                                       123     

141


Secured borrowings                                                6,884     

10,337

Unsecured borrowings (included in long-term


  investment capital)                                                99     

98


Long-term investment capital ("LTIC")                             1,010     

1,124


Operating costs as a percentage of average LTIC                    1.43 %         1.22 %
Return on average common equity capital (c)                        7.68           7.77



(a) See "Reconciliation of GAAP and non-GAAP Financing Measures" for a

reconciliation of these financial measures and the Company's rationale for

using these non-GAAP financial measures.

(b) To better compare the components of financing spreads on residential mortgage

investments with prior periods, secured borrowing rates exclude the effects

of amortization of the net unrealized gains and losses included in

Accumulated other comprehensive income (loss) upon de-designation of related

derivatives held for hedging purposes of 0.04% and (0.00)%, and include net

interest cash flows on non-designated derivatives totaling 0.00% and 0.04%

for the quarters ended March 31, 2021 and 2020, respectively.

(c) Calculated using core earnings less preferred dividends on an annualized


    basis over average common equity for the period.




                                      -27-

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Capstead reported for GAAP purposes net income of $19 million representing $0.15
per diluted common share for the quarter ended March 31, 2021. This compares to
a GAAP net loss of $205 million representing $(2.21) per diluted common share
for the same period in 2020. GAAP net income was positively impacted by gains on
derivatives of $2 million due to entering into more favorable swap agreements
during 2020, as well as $156 million of derivative losses due to declining
interest rates and losses on sales of investments of $68 million recognized
during the same period in 2020.

Capstead's core earnings, a non-GAAP financial measure, totaled $17 million or
$0.13 per diluted common share for the quarter ended March 31, 2021 compared to
core earnings of $20 million or $0.16 per diluted common share for the same
period in 2020. Core earnings in the first quarter of 2021 benefited from lower
borrowing rates while being negatively impacted by lower yields on residential
mortgage investments and lower average portfolio balances.

Interest income on residential mortgage investments was lower by $43 million for
the quarter ended March 31, 2021 compared to the same period in 2020. Lower
average yields drove $25 million of the decrease while lower average portfolio
balances drove the remaining $18 million.

Yields on residential mortgage investments averaged 1.38% for the quarter ended
March 31, 2021, a decrease of 111 basis points compared to the same period in
2020, primarily due to lower coupon interest rates on loans underlying the
Company's ARM Agency Securities that have reset based on lower prevailing
interest rates, as well as lower coupons on acquisitions and other changes in
portfolio composition. Yields were also negatively impacted by higher premium
amortization compared to the same period in 2020 due primarily to higher
prepayment rates experienced on the portfolio and changes in prepayment
estimates.

Historically low interest rates have led to exceedingly high prepayment speeds
across all mortgage products. While ARM securities are priced to incur higher
prepayment speeds than fixed rate securities, and fixed rate securities have
incurred higher percentage increases than ARM securities over previous levels,
the Company's ARM securities have experienced elevated prepayment speeds
ultimately hurting yields on its investments. The Company expects mortgage
prepayment rates to peak as the second quarter progresses due in large part to
increases in prevailing fixed-rate mortgage rates of nearly 50 basis points
since year-end. If longer-term interest rates continue increasing, further
declines in prepayments can be expected.

Interest expense on secured borrowings was lower by $41 million for the quarter ended March 31, 2021 compared to the same period in 2020. This decrease is attributable to $30 million in decreases related to lower average borrowing rates and $11 million in decreases related to lower average borrowings.



Secured borrowing rates, after adjusting for hedging activities, decreased 152
basis points for the quarter ended March 31, 2021 compared to the same period in
2020 to average 0.20%. Market conditions contributed to lower borrowing rates,
including 150 basis points in reductions to the Federal Funds rate in March
2020. Average fixed-rate swap payment rates were four basis points for the
quarter ended March 31, 2021 compared to 162 basis points for the same period in
2020. This decline was largely due to efforts to reposition the swap portfolio
to take advantage of declining market interest rates in 2020. Currently-paying
swap notional amounts were lower, averaging $2.99 billion for the quarter ended
March 31, 2021 compared to $7.10 billion for the same period in 2020. 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 $150,000 during the quarter ended March 31, 2021 compared to the same period in 2020.


                                      -28-

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                        liquidity and capital resources

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 or
preferred 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, 2021. The discussion accompanying this table and under "COVID-19
Pandemic" 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 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. Secured
borrowings totaled $6.81 billion at March 31, 2021 with $6.31 billion maturing
within 90 days. Secured borrowings began the year at $7.32 billion and averaged
$6.88 billion during the quarter ended March 31, 2021. 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 $3.22 billion
notional amount of portfolio financing-related interest rate swap agreements
with contract expirations occurring at various dates through the second quarter
of 2024 and a weighted average expiration of 20 months. The Company also holds
swap agreements effectively locking in 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.

Interest Rate Risk



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,

                                      -29-

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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
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, 2021 the Company's residential mortgage investments and secured
borrowings had estimated durations of approximately 13 months and 9¾ months,
respectively, for a net duration gap of approximately 3¼ 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, index floors, and portfolio leverage levels. 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.

                                      -30-

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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, 2021 and December 31, 2020, subject to the modeling parameters described
above.



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

Projected 12-month percentage


  change in net interest
margins: (a)(b)
March 31, 2021                  0.00-0.25 %           1.74 %      10.0 %        4.4 %      (2.4 )%      (7.0 )%
December 31, 2020               0.00-0.25             0.92        11.3          5.0        (3.4 )       (9.0 )

Projected percentage change
in
  portfolio and related
derivative
  values: (a)
March 31, 2021                  0.00-0.25             1.74        (0.2 )        0.0        (0.4 )       (0.5 )
December 31, 2020               0.00-0.25             0.92        (0.1 )        0.0        (0.4 )       (0.7 )



(a) Sensitivity of net interest margins as well as portfolio and related

derivative values to changes in interest rates is determined relative to the

actual rates at the applicable date. Note that the projected 12-month net

interest margin change is predicated on acquisitions of similar assets

sufficient to replace runoff. There can be no assurance that suitable

investments will be available for purchase at attractive prices, if

investments made will behave in the same fashion as assets currently held or


    if management will choose to replace runoff with such assets.



(b) The model assumes a floor on all pertinent market indices of 0.00% except the


    Federal Funds rate and borrowing rates, which have no assumed floor.


                          CRITICAL ACCOUNTING POLICIES

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:

• Amortization of investment premiums on residential mortgage investments -

Investment premiums on residential mortgage investments are recognized in

earnings as adjustments to interest income by the interest method over the

estimated lives of the related assets. Amortization is affected by actual

portfolio runoff (scheduled and unscheduled principal paydowns) and by

estimates and judgments related to future levels of mortgage prepayments that

may be necessary to achieve the required effective yield over the estimated

life of the related investment.




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

                                      -31-

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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.

• Fair value and impairment accounting for residential mortgage investments -

Nearly all of Capstead's residential mortgage investments are held in the

form of mortgage securities that are classified as available-for-sale and

recorded at fair value on the balance sheet with unrealized gains and losses

recorded in Stockholders' equity as a component of Accumulated other

comprehensive income. Fair values fluctuate with current and projected

changes in interest rates, prepayment expectations and other factors such as

market liquidity conditions and the perceived credit quality of Agency

Securities. Judgment is required to interpret market data and develop

estimated fair values, particularly in circumstances of deteriorating credit


    quality and market liquidity. See NOTE 8 to the consolidated financial
    statements (included under Item 1 of this report) for discussion of how
    Capstead values its residential mortgage investments.


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 (expense) income 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.

• Accounting for derivative instruments - Derivatives are recorded as assets or

liabilities and carried at fair value. Fair values fluctuate with current and

projected changes in interest rates and other factors such as the Company's

and its counterparties' nonperformance risk. Judgment is required to develop

estimated fair values.




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. 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
(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 (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 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.

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                STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

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:

• fluctuations in interest rates and levels of mortgage prepayments;

• changes in market conditions as a result of federal corporate and individual

income tax reform, federal government fiscal challenges and Federal Reserve

monetary policy, including policy regarding its holdings of Agency and U.S.

Treasury Securities;

• liquidity of secondary markets and credit markets, including the availability

of financing at reasonable levels and terms to support investing on a

leveraged basis;

• the impact of differing levels of leverage employed;

• changes in legislation or regulation affecting Agency Securities and similar

federal government agencies and related guarantees;

• changes in our strategy, operation or business model;

• deterioration in credit quality and ratings of existing or future issuances

of Agency Securities;

• the effectiveness of risk management strategies;

• the availability of suitable qualifying investments from both an investment

return and regulatory perspective;

• the availability of new investment capital;

• the ability to maintain real estate investment trust ("REIT") status for U.S.

federal income tax purposes;

• changes in legislation or regulation affecting exemptions for mortgage REITs

from regulation under the Investment Company Act of 1940;

• negative impacts from the ongoing novel coronavirus (COVID-19) pandemic

including on the U.S. or global economy or on our liquidity, financial

condition and earnings;

• other changes in legislation or regulation affecting the mortgage and banking

industries; and

• changes in general economic conditions, increases in costs and other general

competitive factors.




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, 2020, filed with the U.S.
Securities and Exchange Commission (the "SEC") on February 19, 2021, as well as
our subsequent filings with the SEC.

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