UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~September~~June 30, ~~2017~~2019

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

For the transition period from to

Commission File Number: 001-34374

ARLINGTON ASSET INVESTMENT CORP.

(Exact name of Registrant as specified in its charter)

Virginia

54-1873198

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

1001 Nineteenth Street North

Arlington, VA

22209

(Address of Principal Executive Offices)

(Zip Code)

(703) 373-0200

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (Sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files)~~.Yes~~. Yes ☒ No ☐

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

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 ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock	AI	NYSE
7.00% Series B Cumulative Perpetual Redeemable Preferred Stock	AI PrB	NYSE
8.250% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock	AI PrC	NYSE

Number of shares outstanding of each of the registrant’s classes of common stock, as of ~~October~~July 31, ~~2017:~~2019:

Title		Outstanding
Class A Common Stock		~~28,140,721~~36,659,233 shares

ARLINGTON ASSET INVESTMENT CORP.

FORM 10-Q

FOR THE QUARTER ENDED ~~SEPTEMBER~~JUNE 30, ~~2017~~2019

INDEX

			Page
PART I — FINANCIAL INFORMATION
	Item 1.	Consolidated Financial Statements and Notes — (unaudited)	1
		Consolidated Balance Sheets ~~— September 30, 2017 and December 31, 2016~~	1
		Consolidated Statements of Comprehensive Income ~~— Three and Nine Months Ended September 30, 2017 and 2016~~	2
		Consolidated Statements of Changes in Equity ~~— Nine Months Ended September 30, 2017 and Year Ended December 31, 2016~~	3
		Consolidated Statements of Cash Flows ~~— Nine Months Ended September 30, 2017 and 2016~~	4
		Notes to Consolidated Financial Statements	5
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3023
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4840
	Item 4.	Controls and Procedures	5244
PART II — OTHER INFORMATION
	Item 1.	Legal Proceedings	5345
	Item 1A.	Risk Factors	5345
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5345
	Item 3.	Defaults Upon Senior Securities	5345
	Item 4.	Mine Safety Disclosures	5345
	Item 5.	Other Information	5345
	Item 6.	Exhibits	5345
		Signatures	5648

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

ARLINGTON ASSET INVESTMENT CORP.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)

	September 30, 2017			December 31, 2016			June 30, 2019			December 31, 2018
ASSETS
Cash and cash equivalents	$	26,368		$	54,794		$	34,684		$	26,713
Interest receivable		12,428			11,646			12,471			13,349
Sold securities receivable		92,882			—			546,106			—
Mortgage-backed securities, at fair value
Agency		3,994,515			3,911,375			3,414,580			3,982,106
Private-label		54			1,266			26			24
Derivative assets, at fair value		4,177			74,889			6,243			438
Deferred tax assets, net		23,453			48,829
Deposits, net		59,317			11,149
Deposits								31,247			61,052
Other assets		2,405			3,003			18,535			15,768
Total assets	$	4,215,599		$	4,116,951		$	4,063,892		$	4,099,450
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Repurchase agreements	$	3,694,838		$	3,649,102		$	3,531,539		$	3,721,629
Interest payable		2,813			3,434			3,336			4,646
Accrued compensation and benefits		4,210			5,406			2,436			3,732
Dividend payable		17,044			15,739			8,392			11,736
Derivative liabilities, at fair value		7,146			9,554			3,131			6,959
Purchased securities payable		21,962			—			113,019			—
Other liabilities		1,190			1,247			3,534			2,200
Long-term unsecured debt		73,824			73,656			74,216			74,104
Total liabilities		3,823,027			3,758,138			3,739,603			3,825,006
Commitments and contingencies
Stockholders’ Equity:
Preferred stock, $0.01 par value, 25,000,000 shares authorized, 294,993 and -0- shares issued and outstanding, respectively (liquidation preference of $7,375 and $-0-, respectively)		6,904			—
Class A common stock, $0.01 par value, 450,000,000 shares authorized, 28,038,275 and 23,607,111 shares issued and outstanding, respectively		280			236
Class B common stock, $0.01 par value, 100,000,000 shares authorized, -0- and 20,256 shares issued and outstanding, respectively		—			—
Series B Preferred stock, $0.01 par value, 354,039 and 350,595 shares issued and outstanding, respectively (liquidation preference of $8,851 and $8,765, respectively)								8,296			8,245
Series C Preferred stock, $0.01 par value, 1,200,000 and -0- shares issued and outstanding, respectively (liquidation preference of $30,000 and $-0-, respectively)								28,944			—
Class A common stock, $0.01 par value, 450,000,000 shares authorized, 36,572,617 and 30,497,998 shares issued and outstanding, respectively								366			305
Additional paid-in capital		1,972,463			1,910,284			2,047,616			1,997,876
Accumulated deficit		(1,587,075	)		(1,551,707	)		(1,760,933	)		(1,731,982	)
Total stockholders’ equity		392,572			358,813			324,289			274,444
Total liabilities and stockholders’ equity	$	4,215,599		$	4,116,951		$	4,063,892		$	4,099,450

See notes to consolidated financial statements.

ARLINGTON ASSET INVESTMENT CORP.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands, except per share data)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016			2019			2018			2019			2018
Interest income
Agency mortgage-backed securities	$	28,771		$	23,917		$	90,454		$	72,980		$	32,275		$	29,940		$	65,845		$	60,665
Private-label mortgage-backed securities		2			1,655			82			7,437			14			10			15			14
Other		62			82			103			342			428			105			689			236
Total interest income		28,835			25,654			90,639			80,759			32,717			30,055			66,549			60,915
Interest expense
Short-term secured debt		12,748			6,193			32,921			17,202			24,866			17,936			49,509			33,261
Long-term unsecured debt		1,220			1,197			3,641			3,584			1,269			1,257			2,541			2,488
Total interest expense		13,968			7,390			36,562			20,786			26,135			19,193			52,050			35,749
Net interest income		14,867			18,264			54,077			59,973			6,582			10,862			14,499			25,166
Investment gain (loss), net
Gain on trading investments, net		13,996			2,468			25,632			81,083
Investment advisory fee income														—			—			250			—
Investment loss, net
Gain (loss) on trading investments, net														42,239			(20,892	)		111,407			(109,235	)
(Loss) gain from derivative instruments, net		(572	)		15,196			(29,945	)		(119,945	)		(69,072	)		16,052			(124,277	)		56,206
Realized gain on sale of available-for-sale investments, net		—			2,439			—			1,846
Other-than-temporary impairment charges		—			—			—			(1,737	)
Other, net		(56	)		619			(51	)		638			150			324			(10	)		374
Total investment gain (loss), net		13,368			20,722			(4,364	)		(38,115	)
Total investment loss, net														(26,683	)		(4,516	)		(12,880	)		(52,655	)
General and administrative expenses
Compensation and benefits		3,449			3,430			9,698			8,750			2,233			2,061			5,349			5,101
Other general and administrative expenses		1,095			1,200			3,925			7,887			1,191			1,400			2,451			2,657
Total general and administrative expenses		4,544			4,630			13,623			16,637			3,424			3,461			7,800			7,758
Income before income taxes		23,691			34,356			36,090			5,221
(Loss) income before income taxes														(23,525	)		2,885			(5,931	)		(35,247	)
Income tax provision		823			15,543			25,896			5,132			—			6,493			—			24,744
Net income		22,868			18,813			10,194			89
Net loss														(23,525	)		(3,608	)		(5,931	)		(59,991	)
Dividend on preferred stock		(83	)		—			(118	)		—			(774	)		(149	)		(1,052	)		(286	)
Net income available to common stock	$	22,785		$	18,813		$	10,076		$	89
Basic earnings per common share	$	0.86		$	0.82		$	0.41		$	—
Diluted earnings per common share	$	0.85		$	0.81		$	0.40		$	—
Net loss attributable to common stock													$	(24,299	)	$	(3,757	)	$	(6,983	)	$	(60,277	)
Basic loss per common share													$	(0.67	)	$	(0.13	)	$	(0.20	)	$	(2.14	)
Diluted loss per common share													$	(0.67	)	$	(0.13	)	$	(0.20	)	$	(2.14	)
Weighted-average common shares outstanding (in thousands)
Basic		26,377			23,038			24,793			23,011			36,533			28,210			34,803			28,204
Diluted		26,856			23,349			25,143			23,154			36,533			28,210			34,803			28,204
Other comprehensive income (loss), net of taxes
Unrealized losses on available-for-sale securities (net of taxes of $-0-, $(141), $-0- and $(3,946), respectively)	$	—		$	(221	)	$	—		$	(6,197	)
Reclassification
Included in investment gain (loss), net, related to sales of available-for-sale securities (net of taxes of $-0-, $(639), $-0-, and $(783), respectively)		—			(2,324	)		—			(2,550	)
Included in investment gain (loss), net, related to other-than-temporary impairment charges on available-for-sale securities (net of taxes of $-0-, $-0-, $-0- and $676, respectively)		—			—			—			1,061
Comprehensive income (loss)	$	22,868		$	16,268		$	10,194		$	(7,597	)

See notes to consolidated financial statements.

ARLINGTON ASSET INVESTMENT CORP.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Dollars in thousands)

(Unaudited)

Preferred
Stock
(#)

Preferred
Amount
($)

Class A
Common
Stock
(#)

Class A
Amount
($)

Class B
Common
Stock
(#)

Class B
Amount
($)

Additional
Paid-In
Capital

Accumulated
Other
Comprehensive
Income

Accumulated
Deficit

Total

Balances, December 31, 2015

—

$
—

22,874,819

$
229

102,216

$
1

$
1,898,085

$
12,371

$
(1,451,258
)

$
459,428

Net loss

—

—

—

—

—

—

—

—

(41,347
)

(41,347
)
Conversion of Class B common stock to
  Class A common stock

—

—

81,960

1

(81,960
)

(1
)

—

—

—

—

Issuance of Class A common stock

—

—

595,342

6

—

—

9,669

—

—

9,675

Issuance of Class A common stock under
  stock-based compensation plans

—

—

73,457

—

—

—

—

—

—

—

Repurchase of Class A common stock
  under stock-based compensation plans

—

—

(18,467
)

—

—

—

(269
)

—

—

(269
)
Stock-based compensation

—

—

—

—

—

—

2,974

—

—

2,974

Income tax provision from stock-based
  compensation

—

—

—

—

—

—

(175
)

—

—

(175
)
Other comprehensive loss

—

—

—

—

—

—

—

(12,371
)

—

(12,371
)
Dividends declared

—

—

—

—

—

—

—

—

(59,102
)

(59,102
)
Balances, December 31, 2016

—

—

23,607,111

236

20,256

—

1,910,284

—

(1,551,707
)

358,813

Net income

—

—

—

—

—

—

—

—

10,194

10,194

Conversion of Class B common stock to
  Class A common stock

—

—

20,256

—

(20,256
)

—

—

—

—

—

Issuance of Class A common stock

—

—

4,369,637

44

—

—

59,869

—

—

59,913

Issuance of Class A common stock under
  stock-based compensation plans

—

—

74,000

—

—

—

—

—

—

—

Issuance of Series B preferred stock

294,993

6,904

—

—

—

—

—

—

—

6,904

Repurchase of Class A common stock
  under stock-based compensation plans

—

—

(32,729
)

—

—

—

(437
)

—

—

(437
)
Stock-based compensation

—

—

—

—

—

—

2,747

—

—

2,747

Dividends declared

—

—

—

—

—

—

—

—

(45,562
)

(45,562
)
Balances, September 30, 2017

294,993

$
6,904

28,038,275

$
280

$
—

$
—

$
1,972,463

$
—

$
(1,587,075
)

$
392,572

	Series B Preferred Stock (#)		Series B Preferred Amount ($)		Series C Preferred Stock (#)		Series C Preferred Amount ($)		Class A Common Stock (#)			Class A Amount ($)		Additional Paid-In Capital			Accumulated Deficit			Total
Balances, December 31, 2017		303,291	$	7,108		—	$	—		28,140,721		$	281	$	1,974,941		$	(1,596,013	)	$	386,317
Net loss		—		—		—		—		—			—		—			(56,383	)		(56,383	)
Issuance of Class A common stock		—		—		—		—		—			—		(23	)		—			(23	)
Issuance of preferred stock		19,431		459		—		—		—			—		—			—			459
Cumulative-effect of accounting change (see Note 7)		—		—		—		—		—			—		—			4,059			4,059
Stock-based compensation		—		—		—		—		—			—		451			—			451
Dividends declared ⁽¹⁾		—		—		—		—		—			—		—			(15,875	)		(15,875	)
Balances, March 31, 2018		322,722	$	7,567		—	$	—		28,140,721		$	281	$	1,975,369		$	(1,664,212	)	$	319,005
Net loss		—		—		—		—		—			—		—			(3,608	)		(3,608	)
Issuance of Class A common stock		—		—		—		—		66,989			1		710			—			711
Issuance of preferred stock		18,030		440		—		—		—			—		—			—			440
Repurchase of Class A common stock under stock-based compensation plans		—		—		—		—		(6,011	)		—		(67	)		—			(67	)
Stock-based compensation		—		—		—		—		—			—		297			—			297
Dividends declared ⁽¹⁾		—		—		—		—		—			—		—			(10,311	)		(10,311	)
Balances, June 30, 2018		340,752	$	8,007		—	$	—		28,201,699		$	282	$	1,976,309		$	(1,678,131	)	$	306,467

Balances, December 31, 2018		350,595	$	8,245		—	$	—		30,497,998		$	305	$	1,997,876		$	(1,731,982	)	$	274,444
Net income		—		—		—		—		—			—		—			17,594			17,594
Issuance of Class A common stock		—		—		—		—		6,000,000			60		48,750			—			48,810
Issuance of Class A common stock under stock-based compensation plans		—		—		—		—		74,619			1		(1	)		—			—
Issuance of preferred stock		2,035		45		1,200,000		28,880		—			—		—			—			28,925
Stock-based compensation		—		—		—		—		—			—		773			—			773
Dividends declared ⁽¹⁾		—		—		—		—		—			—		—			(14,135	)		(14,135	)
Balances, March 31, 2019		352,630	$	8,290		1,200,000	$	28,880		36,572,617		$	366	$	2,047,398		$	(1,728,523	)	$	356,411
Net loss		—		—		—		—		—			—		—			(23,525	)		(23,525	)
Issuance of Class A common stock		—		—		—		—		—			—		1			—			1
Issuance of preferred stock		1,409		6		—		64		—			—		—			—			70
Stock-based compensation		—		—		—		—		—			—		217			—			217
Dividends declared ⁽¹⁾		—		—		—		—		—			—		—			(8,885	)		(8,885	)
Balances, June 30, 2019		354,039	$	8,296		1,200,000	$	28,944		36,572,617		$	366	$	2,047,616		$	(1,760,933	)	$	324,289

(1)

The Board of Directors approved and the Company declared and paid dividends of $0.375 and $0.225 per common share for the three months ended March 31, 2019 and June 30, 2019, respectively, and $0.55 and $0.375 per common share for the three months ended March 31, 2018 and June 30, 2018, respectively. The Board of Directors approved and the Company declared and paid dividends of $0.4375 per Series B preferred share for the three months ended March 31, 2019, June 30, 2019, March 31, 2018 and June 30, 2018. The Board of Directors approved and the Company declared and paid dividends of $0.61875 per Series C preferred share for the three months ended June 30, 2019. For the three months ended March 31, 2019, includes a dividend accrual of $0.103125 per Series C preferred share that had not been declared.

See notes to consolidated financial statements.

ARLINGTON ASSET INVESTMENT CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

	Nine Months Ended September 30,						Six Months Ended June 30,
	2017			2016			2019			2018
Cash flows from operating activities:
Net income	$	10,194		$	89
Adjustments to reconcile net income to net cash provided by operating activities
Net loss							$	(5,931	)	$	(59,991	)
Adjustments to reconcile net loss to net cash provided by operating activities
Investment loss, net		4,364			38,115			12,880			52,655
Net premium amortization on mortgage-backed securities		24,767			19,647			13,142			16,199
Deferred tax provision		25,376			4,692			—			24,744
Other		2,314			1,913			1,112			799
Changes in operating assets
Interest receivable		(782	)		1,253			878			(822	)
Other assets		412			2,246			(273	)		(255	)
Changes in operating liabilities
Interest payable and other liabilities		(506	)		(2,786	)		(1,808	)		(909	)
Accrued compensation and benefits		(1,196	)		(855	)		(1,296	)		(2,603	)
Net cash provided by operating activities		64,943			64,314			18,704			29,817
Cash flows from investing activities:
Purchases of private-label mortgage-backed securities		—			(5,357	)
Purchases of agency mortgage-backed securities		(2,140,604	)		(2,051,425	)		(1,527,755	)		(1,858,387	)
Proceeds from sales of private-label mortgage-backed securities		1,268			106,052
Proceeds from sales of agency mortgage-backed securities		1,629,698			1,950,728			1,539,475			1,496,422
Receipt of principal payments on private-label mortgage-backed securities		14			490
Receipt of principal payments on agency mortgage-backed securities		357,643			351,871			220,982			233,577
Payments for derivatives and deposits, net		(9,809	)		(138,402	)
(Payments for) proceeds from derivatives and deposits, net								(104,830	)		40,002
Other		129			15,891			45			(15	)
Net cash (used in) provided by investing activities		(161,661	)		229,848
Net cash provided by (used in) investing activities								127,917			(88,401	)
Cash flows from financing activities:
Proceeds from repurchase agreements, net		45,736			542,118
Repayments of Federal Home Loan Bank advances		—			(786,900	)
(Repayments of) proceeds from repurchase agreements, net								(190,090	)		85,401
Proceeds from issuance of common stock		59,913			—			48,811			688
Proceeds from issuance of preferred stock		6,904			—			28,995			899
Excess tax benefits associated with stock-based awards		—			(243	)
Dividends paid		(44,261	)		(43,363	)		(26,366	)		(31,322	)
Net cash provided by (used in) financing activities		68,292			(288,388	)
Net (decrease) increase in cash and cash equivalents		(28,426	)		5,774
Net cash (used in) provided by financing activities								(138,650	)		55,666
Net increase (decrease) in cash and cash equivalents								7,971			(2,918	)
Cash and cash equivalents, beginning of period		54,794			36,987			26,713			21,614
Cash and cash equivalents, end of period	$	26,368		$	42,761		$	34,684		$	18,696
Supplemental cash flow information:
Cash payments for interest	$	37,015		$	21,605		$	53,248		$	36,327
Cash payments for taxes	$	—		$	205		$	—		$	—
Non-cash investing activity:
Receipt of non-public equity securities upon dissolution of investee fund	$	—		$	619

See notes to consolidated financial statements.

ARLINGTON ASSET INVESTMENT CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share data)

(Unaudited)

Note 1. Organization and Basis of Presentation

Arlington Asset Investment Corp. (“Arlington Asset”) and its consolidated subsidiaries (unless the context otherwise provides, collectively, the “Company”) is an investment firm that ~~acquires~~focuses on acquiring and ~~holds residential mortgage-related assets, primarily comprised~~holding a levered portfolio of residential mortgage-backed securities (“MBS”)~~. The Company’s investments in residential~~, consisting of “agency MBS” and “private-label MBS.” Agency MBS include ~~(i)~~ residential mortgage pass-through certificates for which the principal and interest payments are guaranteed by either a ~~government-sponsored~~U.S. government sponsored enterprise (“GSE”), such as the Federal National Mortgage Association (“Fannie Mae”) orand the Federal Home Loan Mortgage Corporation (“Freddie Mac”), ~~which are collectively referred to~~or by a U.S. government agency, such as ~~“agency~~the Government National Mortgage Association (“Ginnie Mae”). Private-label MBS, or “non-agency MBS,” ~~and (ii)~~include residential MBS ~~issued by private institutions for which the principal and interest payments~~that are not guaranteed by a GSE or the U.S. government. Arlington Asset is a Virginia corporation that is internally managed.

For the Company’s tax years ended December 31, 2018 and earlier, the Company was taxed as a C corporation for U.S. federal tax purposes. Commencing with its taxable year ending December 31, 2019, the Company intends to elect to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). As a REIT, the Company will be required to distribute annually 90% of its REIT taxable income (subject to certain adjustments). So long as the Company continues to qualify as a REIT, it will generally not be subject to U.S. Federal or state corporate income taxes on its taxable income that it distributes to its shareholders on a timely basis. At present, it is the Company’s intention to distribute 100% of its taxable income, although the Company will not be required to do so. The Company intends to make distributions of its taxable income within the time limits prescribed by the Internal Revenue Code, which ~~are referred to as “private-label MBS” or “non-agency MBS.”~~may extend into the subsequent taxable year.

The unaudited interim consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Article 10 of Regulation S-X. The Company’s unaudited interim consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited annual consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2016.~~ 2018.

The Company’s consolidated financial statements include the accounts of Arlington Asset and all other entities in which the Company has a controlling financial interest. All intercompany accounts and transactions have been eliminated in consolidation.

The preparation of financial statements in conformity with GAAP requires the Company to make estimates and assumptions that affect amounts reported in the consolidated financial statements. Although the Company bases these estimates and assumptions on historical experience and all other reasonably available information that the Company believes to be relevant under the circumstances, such estimates frequently require management to exercise significant subjective judgment about matters that are inherently uncertain. Actual results may differ from these ~~estimates.~~estimates materially.

Certain amounts in the consolidated financial statements and notes for prior periods have been reclassified to conform to the current year’s presentation. These reclassifications had no impact on the previously reported net income, ~~other comprehensive income,~~ total assets or total liabilities.

Note 2. Summary of Significant Accounting Policies

Cash Equivalents

Cash equivalents include demand deposits with banks, money market accounts and highly liquid investments with original maturities of three months or less. As of ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, approximately 98% and 99%, respectively, of the Company’s cash equivalents were invested in money market funds that invest primarily in U.S. Treasuries and other securities backed by the U.S. government.

Investment Security Purchases and Sales

Purchases and sales of investment securities are recorded on the settlement date of the transfer unless the trade qualifies as a “regular-way” trade and the associated commitment qualifies for an exemption from the accounting guidance applicable to derivative instruments. A regular-way trade is an investment security purchase or sale transaction that is expected to settle within the period of time following the trade date that is prevalent or traditional for that specific type of security. Any amounts payable or receivable for

unsettled security trades are recorded as “sold securities receivable” or “purchased securities payable” in the consolidated balance sheets.

Interest Income Recognition for Investments in Agency MBS

The Company recognizes interest income for its investments in agency MBS by applying the “interest method” permitted by GAAP, whereby purchase premiums and discounts are amortized and accreted, respectively, as an adjustment to contractual interest income accrued at each security’s stated coupon rate. The interest method is applied at the individual security level based upon each security’s effective interest rate. The Company calculates each security’s effective interest rate at the time of purchase by solving for

the discount rate that equates the present value of that security's remaining contractual cash flows (assuming no principal prepayments) to its purchase price. Because each security’s effective interest rate does not reflect an estimate of future prepayments, the Company refers to this manner of applying the interest method as the “contractual effective interest method.” When applying the contractual effective interest method to its investments in agency MBS, as principal prepayments occur, a proportional amount of the unamortized premium or discount is recognized in interest income such that the contractual effective interest rate on the remaining security balance is unaffected.

~~Interest Income Recognition for Investments in Private-Label MBS~~

The Company’s investments in private-label MBS were generally acquired at significant discounts to their par values due in large part to an expectation that the Company will be unable to collect all of the contractual cash flows of the securities. Investments in private-label MBS acquired prior to 2015 were classified as available-for-sale, all of which had been sold as of December 31, 2016. The Company has elected to classify its investments in private-label MBS acquired in 2015 or later as trading securities. Interest income from investments in private-label MBS is recognized using a prospective level-yield methodology which is based upon each security’s effective interest rate. The amount of periodic interest income recognized is determined by applying the security’s effective interest rate to its amortized cost basis or reference amount. At the time of acquisition, the security’s effective interest rate is calculated by solving for the single discount rate that equates the present value of the Company’s best estimate of the amount and timing of the cash flows expected to be collected from the security to its purchase price. To prepare its best estimate of cash flows expected to be collected, the Company develops a number of assumptions about the future performance of the pool of mortgage loans that serve as collateral for its investment, including assumptions about the timing and amount of prepayments and credit losses.

In each subsequent quarterly reporting period, the amount and timing of cash flows expected to be collected from the security are re-estimated based upon current information and events. The following table provides a description of how periodic changes in the estimate of cash flows expected to be collected affect interest income recognition prospectively for investments in private-label MBS that are classified as available-for-sale and trading securities, respectively:

	~~Effect on Interest Income Recognition for Investments in Private-Label MBS~~ ~~Classified as:~~
~~Scenario:~~	~~Available-for-Sale~~	~~Trading~~
~~A positive change in cash flows occurs.~~ ~~Actual cash flows exceed prior estimates and/or a positive change occurs in the estimate of expected remaining cash flows.~~	If the positive change in cash flows is deemed significant, a revised effective interest rate is calculated and applied prospectively such that the positive change is recognized as incremental interest income over the remaining life of the security. This revised effective interest rate is also used in subsequent periods to determine if any declines in the fair value of that security are other-than-temporary.	A revised effective interest rate is calculated and applied prospectively such that the positive change in cash flows is recognized as incremental interest income over the remaining life of the security.

~~An adverse change in cash flows occurs.~~ ~~Actual cash flows fall short of prior estimates and/or an adverse change occurs in the estimate of expected remaining cash flows.~~	The security’s effective interest rate is unaffected. If an adverse change in cash flows occurs for a security that is impaired (that is, its fair value is less than its amortized cost basis), the impairment is considered other-than-temporary due to the occurrence of a credit loss. If a credit loss occurs, the Company writes-down the amortized cost basis of the security to an amount equal to the present value of cash flows expected to be collected, discounted at the security’s existing effective interest rate, and recognizes a corresponding other-than-temporary impairment charge in earnings as a component of “investment gain (loss), net.”	The amount of periodic interest income recognized over the remaining life of the security will be reduced accordingly. Specifically, if an adverse change in cash flows occurs for a security that is impaired (that is, its fair value is less than its reference amount), the reference amount to which the security’s existing effective interest rate will be prospectively applied will be reduced to the present value of cash flows expected to be collected, discounted at the security’s existing effective interest rate. If an adverse change in cash flows occurs for a security that is not impaired, the security’s effective interest rate will be reduced accordingly and applied on a prospective basis.

~~Other Comprehensive Income~~

Comprehensive income includes net income as currently reported by the Company on the consolidated statements of comprehensive income adjusted for other comprehensive income. Other comprehensive income for the Company represents periodic unrealized holding gains and losses related to the Company’s investments in MBS classified as available-for-sale. Accumulated unrealized holding gains and losses for available-for-sale MBS are reclassified into net income as a component of “investment gain

(loss), net” upon (i) sale or realization, or (ii) the occurrence of an other-than-temporary impairment. As of December 31, 2016 all of the Company’s investments in MBS are classified as trading securities. Accordingly, all unrealized gains and losses related to the Company’s investments in MBS during 2017 have been recognized in net income.

Other Significant Accounting Policies

Certain of the Company’s other significant accounting policies are summarized in the following notes:

Investments in agency MBS, subsequent measurement	Note 3
~~Investments in private-label MBS, subsequent measurement~~Borrowings	Note 4
~~Borrowings~~	~~Note 5~~
To-be-announced agency MBS transactions, including “dollar rolls”	Note 65
Derivative instruments	Note 65
Balance sheet offsetting	Note 76
Fair value measurements	Note 87

Refer to the Company’s ~~2016~~2018 Annual Report on Form 10-K for a complete inventory and summary of the Company’s significant accounting policies.

Recent Accounting Pronouncements

The following table provides a brief description of recently issued accounting pronouncements and their actual or expected effect on the Company’s consolidated financial statements:

Standard	Description	Date of Adoption	Effect on the Consolidated Financial Statements
Recently Adopted Accounting Guidance
~~ASU No. 2016-07,~~ ~~Simplifying the Transition to the Equity Method of~~ Accounting ~~(Topic 323)~~	This amendment eliminates the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held.	~~January 1, 2017~~	~~The adoption of ASU No. 2016-07 did not impact the Company’s consolidated financial statements.~~

~~ASU No. 2016-09,~~ ~~Improvements to Employee Share-Based Payment Accounting (Topic 718)~~	This amendment was issued with the objective of simplifying several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Some of the areas for simplification apply only to nonpublic entities.	~~January 1, 2017~~	~~The adoption of ASU No. 2016-07 did not have a material impact on the Company’s consolidated financial statements.~~

~~Recently Issued Accounting Guidance Not Yet Adopted~~
~~ASU No. 2015-14,~~ ~~Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date~~	~~This amendment defers the effective date of ASU No. 2014-09 for all entities by one year.~~ ASU No. 2014-09 requires entities to recognize revenue to depict the transfer of promised goods or services to customers in amounts that reflect the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenue recognition with respect to financial instruments is not within the scope of ASU No. 2014-09.	~~January 1, 2018~~	~~The Company does not expect that the adoption of ASU No. 2015-14 will have a material impact on its consolidated financial statements.~~

~~Standard~~	~~Description~~	~~Date of~~ ~~Adoption~~	~~Effect on the Consolidated~~ ~~Financial Statements~~

~~ASU No. 2016-01,~~ ~~Recognition and Measurement of Financial Assets and Financial Liabilities (Subtopic 825-10)~~	This amendment makes targeted changes to certain aspects of guidance applicable to financial assets and financial liabilities. The amendment primarily affects accounting for certain equity investments, financial liabilities measured under the fair value option, and certain financial instrument presentation and disclosure requirements. Accounting for investments in debt securities and financial liabilities not measured under the fair value option is largely unaffected by this amendment.	~~January 1, 2018~~	ASU No. 2016-01 requires entities to measure investments in equity securities at fair value, unless fair value measurement is impractical, with changes in fair value recognized in current period earnings. Upon the adoption of ASU No. 2016-01, the Company will recognize the difference between the fair value of its investments in equity securities currently carried at their historical cost (net of impairments) and the securities’ fair value in net income. As of September 30, 2017, the Company’s investments in equity securities measured at cost have a balance sheet carrying value of $1,257 and an estimated fair value of $5,761.

~~ASU~~Standards Update (“ASU”) No. 2016-02, Leases (Topic 842)	This amendment replaces the existing lease accounting model with a revised model. The primary change effectuated by the revised lease accounting model is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases.	January 1, 2019	The ~~Company is currently evaluating the~~primary impact of ~~this amendment~~the adoption of ASU No. 2016-02 was the recognition of lease liabilities and associated right-of-use assets, as a component of “Other liabilities” and “Other assets,” respectively, on ~~its~~the Company’s consolidated balance sheets as of June 30, 2019. The adoption of ASU No. 2016-02 did not have an effect on the timing or amount of periodic lease expense recognized in net income. The adoption of ASU No. 2016-02 did not have a material effect on the Company’s consolidated financial statements.

Standard	Description	Date of Adoption	Effect on the Consolidated Financial Statements
ASU No. 2017-08, Premium Amortization of Purchased Callable Debt Securities (Subtopic 310-20)	This amendment requires purchase premiums for investments in debt securities that are noncontingently callable by the issuer (at a fixed price and preset date) to be amortized to the earliest call date. Previously, purchase premiums for such investments were permitted to be amortized to the instrument’s maturity date.	January 1, 2019	Investments in prepayable financial assets, such as residential MBS, for which the embedded call options are not held by the issuer are not within the scope of ASU No. 2017-08. Accordingly, the adoption of ASU No. 2017-08 did not have an effect on the Company’s consolidated financial statements.

ASU No. 2017-12, Targeted Improvements to Accounting for Hedging Activities (Topic 815)	This update made several targeted amendments to existing GAAP with the objectives of facilitating (i) financial reporting that more closely reflects entities’ risk management strategies and (ii) greater ease of understanding and interpreting the effects of hedge accounting on an entities’ reported results.	January 1, 2019	Hedge accounting pursuant to GAAP is an elective, rather than a required, accounting model. The Company does not elect to apply hedge accounting. The adoption of ASU No. 2017-12 did not have an effect on the Company��s consolidated financial statements.

Recently Issued Accounting Guidance Not Yet Adopted

ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 606)	The amendments in this update require financial assets measured at amortized cost as well as available-for-sale debt securities to be measured for impairment on the basis of the net amount expected to be collected. Credit losses are to be recognized through an allowance for credit losses, which differs from the direct write-down of the amortized cost basis currently required for other-than-temporary impairments of investments in debt securities. This update also makes substantial changes to the manner in which interest income is to be recognized for financial assets acquired with a more-than-insignificant amount of credit deterioration since origination. This update will not affect the accounting for investments in debt securities that are classified as trading securities.	January 1, ~~2019~~ 2020	As of ~~September~~June 30, ~~2017,~~2019, all of the Company’s investments in debt securities are classified as trading securities. Accordingly, the Company does not expect ASU No. 2016-13 to have a material impact on its consolidated financial statements.
~~ASU No. 2016-15,~~ ~~Classification of Certain Cash Receipts and Cash Payments (Topic 230)~~	This amendment was issued to reduce diversity in practice with respect to eight various statement of cash flow reporting issues for which existing GAAP is either unclear or does not provide specific guidance.	~~January 1, 2018~~	~~The Company does not expect that the adoption of ASU No. 2016-15 will have a material impact on the classification of cash inflows or outflows within its consolidated statement of cash flows.~~
~~ASU No. 2017-08,~~ ~~Premium Amortization of Purchased Callable Debt Securities (Subtopic 310-20)~~	This amendment requires purchase premiums for investments in debt securities that are noncontingently callable by the issuer (at a fixed price and preset date) to be amortized to the earliest call date. Previously, purchase premiums for such investments were permitted to be amortized to the instrument’s maturity date.	~~January 1, 2020~~	Investments in prepayable financial assets, such as residential MBS, for which the embedded call options are not held by the issuer are not within the scope of ASU No. 2017-08. Accordingly, the Company does not expect the adoption of ASU No. 2017-08 to have a material effect on its consolidated financial statements.

Note 3. Investments in Agency MBS

The Company’s investments in agency MBS are reported in the accompanying consolidated balance sheets at fair value. As of ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, the Company had ~~$3,994,515~~$3,414,580 and ~~$3,911,375,~~$3,982,106, respectively, of fair value in agency MBS classified as trading securities.

As of ~~September~~June 30, ~~2017~~2019, all of the Company’s investments in agency MBS represent undivided (or “pass-through”) beneficial interests in specified pools of fixed-rate mortgage loans. As of December 31, 2016, the Company’s portfolio of investments in agency MBS also included investments in inverse interest-only agency MBS with an aggregate fair value of $1,923. The Company’s investments in inverse interest-only agency MBS represented beneficial interests in a portion of the interest cash flows of an underlying pool of pass-through agency MBS collateralized by adjustable-rate mortgage loans.

All periodic changes in the fair value of trading agency MBS that are not attributed to interest income are recognized as a component of “investment gain (loss), net” in the accompanying consolidated statements of comprehensive income. The following table provides additional information about the gains and losses recognized as a component of “investment gain (loss), net” in the Company’s consolidated statements of comprehensive income for the periods indicated with respect to investments in agency MBS classified as trading securities:

	Three Months Ended September 30,					Nine Months Ended September 30,				Three Months Ended June 30,					Six Months Ended June 30,
	2017		2016			2017		2016		2019		2018			2019		2018
Net gains (losses) recognized in earnings for:
Agency MBS still held at period end	$	12,715	$	2,960		$	22,178	$	56,079	$	34,007	$	(17,876	)	$	79,206	$	(73,220	)
Agency MBS sold during the period		1,296		(428	)		3,421		25,195		8,233		(3,005	)		32,199		(36,006	)
Total	$	14,011	$	2,532		$	25,599	$	81,274	$	42,240	$	(20,881	)	$	111,405	$	(109,226	)

The Company also invests in and finances fixed-rate agency MBS on a generic pool basis through sequential series of to-be-announced security transactions commonly referred to as “dollar rolls.” Dollar rolls are accounted for as a sequential series of derivative instruments. Refer to “Note 6.5. Derivative Instruments” for further information about dollar rolls.

Note 4. ~~Investments in Private-Label MBS~~

The Company’s investments in private-label MBS are reported in the accompanying consolidated balance sheets at fair value. Investments in private-label MBS acquired prior to 2015 were classified as available-for-sale, all of which had been sold as of December 31, 2016. The Company has elected to classify its investments in private-label MBS acquired in 2015 or later as trading securities. As of September 30, 2017 and December 31, 2016, the Company held investments in private-label MBS with a fair value of $54 and $1,266, respectively, all of which were classified as trading securities.

~~Available-for-Sale Private-Label MBS~~

Periodic changes in the fair value of the Company’s available-for-sale private-label MBS that are not attributed to interest income or other-than-temporary impairments represent unrealized holding gains and losses. Unrealized holding gains and losses are accumulated in other comprehensive income until the securities are sold. As of September 30, 2017 and December 31, 2016, the Company had no available-for-sale private-label MBS.

Upon the sale of available-for-sale private-label MBS, any gains or losses accumulated in other comprehensive income are recognized in earnings as a component of “investment gain (loss), net.” The Company uses the specific identification method to determine the realized gain or loss that is recognized in earnings upon the sale of an available-for-sale private-label MBS.

~~The following table presents the results of sales of available-for-sale private-label MBS for the periods indicated:~~

Three Months Ended September 30,

Nine Months Ended September 30,

2017

2016

2017

2016

Proceeds from sales
$
—

$
67,761

$
—

$
96,171

Gross realized gains

—

2,440

—

2,466

Gross realized losses

—

1

—

620

~~Accretable Yield~~

The excess of the Company’s estimate of undiscounted future cash flows expected to be collected over the security’s amortized cost basis represents that security’s accretable yield. The accretable yield is expected to be recognized as interest income over the remaining life of the security on a level-yield basis. The difference between undiscounted future contractual cash flows and undiscounted future expected cash flows represents the non-accretable difference. Based on actual payments received and/or changes in the estimate of future cash flows expected to be collected, the accretable yield and the non-accretable difference can change over time. Actual cash collections that exceed prior estimates and/or positive changes in the Company’s periodic estimate of expected future cash flows result in a reclassification of non-accretable difference to accretable yield. Conversely, actual cash collections that fall short of prior estimates and/or adverse changes in the Company’s periodic estimate of expected future cash flows result in a reclassification of accretable yield to non-accretable difference.

~~The following table presents the changes in the accretable yield solely for available-for-sale private-label MBS for the periods indicated:~~

Three Months Ended September 30,

Nine Months Ended September 30,

2017

2016

2017

2016

Beginning balance

$
—

$
48,199

$
—

$
85,052

Accretion

—

(1,449
)

—

(6,470
)
Reclassifications, net

—

24

—

(11,853
)
Eliminations in consolidation

—

—

—

(3,515
)
Sales

—

(37,346
)

—

(53,786
)
Ending balance

$
—

$
9,428

$
—

$
9,428

~~Other-than-Temporary Impairments~~

The Company evaluates available-for-sale MBS for other-than-temporary impairment on a quarterly basis. When the fair value of an available-for-sale security is less than its amortized cost at the quarterly reporting date, the security is considered impaired. Impairments determined to be other-than-temporary are recognized as a direct write-down to the security’s amortized cost basis with a corresponding charge recognized in earnings as a component of “investment gain (loss), net.” An impairment is considered other-than-temporary when (i) the Company intends to sell the impaired security, (ii) the Company more-likely-than not will be required to sell the impaired security prior to the recovery of its amortized cost basis, or (iii) a credit loss exists. A credit loss exists when the present value of the Company’s estimate of the cash flows expected to be collected from the security, discounted at the security’s existing effective interest rate, is less than the security’s amortized cost basis.

If the Company intends to sell an impaired security or it more-likely-than-not will be required to sell an impaired security before recovery of its amortized cost basis, the Company writes-down the amortized cost basis of the security to an amount equal to the security’s fair value and recognizes a corresponding other-than-temporary impairment charge in earnings as a component of “investment gain (loss), net.” If a credit loss exists for an impaired security that the Company does not intend to sell nor will it likely be required to sell prior to recovery, the Company writes-down the amortized cost basis of the security to an amount equal to the present value of cash flows expected to be collected, discounted at the security’s existing effective interest rate, and recognizes a corresponding other-than-temporary impairment charge in earnings as a component of “investment gain (loss), net.”

For the three and nine months ended September 30, 2016, the Company recorded credit related other-than-temporary impairment charges of $-0- and $1,737 as a component of “investment gain (loss), net” on the consolidated statements of comprehensive income on certain available-for-sale private-label MBS. The Company recorded no other-than-temporary impairment charges on available-for-sale private-label MBS during the three and nine months ended September 30, 2017. The following table presents a summary of cumulative credit related other-than-temporary impairment charges recognized on the available-for-sale private-label MBS held as of the dates indicated:

Three Months Ended September 30,

Nine Months Ended September 30,

2017

2016

2017

2016

Cumulative credit related other-than-temporary
   impairments, beginning balance

$
—

$
15,754

$
—

$
14,017

Additions for:

Securities for which other-than-temporary
   impairments have not previously occurred

—

—

—

1,737

Securities with previously recognized other-than-
   temporary impairments

—

—

—

—

Reductions for sold or matured securities

—

(2,035
)

—

(2,035
)
Cumulative credit related other-than-temporary
   impairments, ending balance

$
—

$
13,719

$
—

$
13,719

~~Trading Private-Label MBS~~

Periodic changes in the fair value of investments in trading private-label MBS that are not attributable to interest income are recognized as a component of “investment gain (loss), net” in the Company’s consolidated statements of comprehensive income. The following table provides additional information about the net gains and losses recognized as a component of “investment gain (loss), net” for the periods indicated with respect to investments in private-label MBS classified as trading securities:

Three Months Ended September 30,

Nine Months Ended September 30,

2017

2016

2017

2016

Net gains (losses) recognized in earnings for:

Private-label MBS still held at period end

$
(15
)

$
(64
)

$
(24
)

$
(280
)
Private-label MBS sold during the period

—

—

57

89

Total

$
(15
)

$
(64
)

$
33

$
(191
)

~~Note 5.~~ Borrowings

Repurchase Agreements

The Company finances the purchase of MBS through repurchase agreements, which are accounted for as collateralized borrowing arrangements. In a repurchase transaction, the Company sells MBS to a counterparty under a master repurchase agreement in exchange for cash and concurrently agrees to repurchase the same security at a future date in an amount equal to the cash initially exchanged plus an agreed-upon amount of interest. MBS sold under agreements to repurchase remain on the Company’s consolidated balance sheets because the Company maintains effective control over such securities throughout the duration of the arrangement. Throughout the contractual term of a repurchase agreement, the Company recognizes a “repurchase agreement” liability on its consolidated balance sheets to reflect the obligation to repay to the counterparty the proceeds received upon the initial transfer of the MBS. The difference between the proceeds received by the Company upon the initial transfer of the MBS and the contractually agreed-upon repurchase price is recognized as interest expense ratably over the term of the repurchase ~~arrangement on a level-yield basis.~~arrangement.

Amounts borrowed pursuant to repurchase agreements are equal in value to a specified percentage of the fair value of the pledged collateral. The Company retains beneficial ownership of the pledged collateral throughout the term of the repurchase agreement. The counterparty to the repurchase agreements may require that the Company pledge additional securities or cash as additional collateral to secure borrowings when the value of the collateral declines.

As of ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, the Company had no amount at risk with a single repurchase agreement counterparty or lender greater than 10% of equity. The following table provides information regarding the Company’s outstanding repurchase agreement borrowings as of the dates indicated:

	September 30, 2017			December 31, 2016			June 30, 2019			December 31, 2018
Pledged with agency MBS:
Repurchase agreements outstanding	$	3,694,838		$	3,649,102		$	3,531,539		$	3,721,629
Agency MBS collateral, at fair value(1)		3,873,154			3,851,269			3,726,291			3,931,232
Net amount ⁽¹⁾⁽²⁾		178,316			202,167			194,752			209,603
Weighted-average rate		1.33	%		0.96	%		2.61	%		2.72	%
Weighted-average term to maturity	11.9 days			19.3 days			35.9 days			17.3 days

⁽¹⁾	As of June 30, 2019, includes $511,225 at sale price of unsettled agency MBS sale commitments which is included in the line item “sold securities receivable” in the accompanying consolidated balance sheets.

⁽²⁾	Net amount represents the value of collateral in excess of corresponding repurchase obligation. The amount of collateral at-risk is limited to the outstanding repurchase obligation and not the entire collateral balance.

The following table provides information regarding the Company’s outstanding repurchase agreement borrowings during the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016:~~2018:

	September 30, 2017			September 30, 2016			June 30, 2019			June 30, 2018
Weighted-average outstanding balance during the three months ended	$	3,819,095		$	3,519,719		$	3,728,583		$	3,619,483
Weighted-average rate during the three months ended		1.31	%		0.69	%		2.64	%		1.96	%
Weighted-average outstanding balance during the nine months ended	$	3,956,579		$	3,345,259
Weighted-average rate during the nine months ended		1.10	%		0.67	%
Weighted-average outstanding balance during the six months ended							$	3,704,506		$	3,675,051
Weighted-average rate during the six months ended								2.66	%		1.80	%

Long-Term Unsecured Debt

As of ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, the Company had ~~$73,824~~$74,216 and ~~$73,656,~~$74,104, respectively, of outstanding long-term unsecured debentures, net of unamortized debt issuance costs of ~~$1,476~~$1,084 and ~~$1,644,~~$1,196, respectively. The Company’s long-term debentures consisted of the following as of the dates indicated:

	September 30, 2017									December 31, 2016									June 30, 2019									December 31, 2018
	Senior Notes Due 2025			Senior Notes Due 2023			Trust Preferred Debt			Senior Notes Due 2025			Senior Notes Due 2023			Trust Preferred Debt			Senior Notes Due 2025			Senior Notes Due 2023			Trust Preferred Debt			Senior Notes Due 2025			Senior Notes Due 2023			Trust Preferred Debt
Outstanding Principal	$	35,300		$	25,000		$	15,000		$	35,300		$	25,000		$	15,000		$	35,300		$	25,000		$	15,000		$	35,300		$	25,000		$	15,000
Annual Interest Rate		6.75	%		6.625	%	LIBOR+ 2.25 - 3.00 %				6.75	%		6.625	%	LIBOR+ 2.25 - 3.00 %				6.75	%		6.625	%	LIBOR+ 2.25 - 3.00 %				6.75	%		6.625	%	LIBOR+ 2.25 - 3.00 %
Interest Payment Frequency	Quarterly			Quarterly			Quarterly			Quarterly			Quarterly			Quarterly			Quarterly			Quarterly			Quarterly			Quarterly			Quarterly			Quarterly
Weighted-Average Interest Rate		6.75	%		6.625	%		4.05	%		6.75	%		6.625	%		3.63	%		6.75	%		6.625	%		5.35	%		6.75	%		6.625	%		5.19	%
Maturity	March 15, 2025			May 1, 2023			2033 - 2035			March 15, 2025			May 1, 2023			2033 - 2035			March 15, 2025			May 1, 2023			2033 - 2035			March 15, 2025			May 1, 2023			2033 - 2035
Early Redemption Date	March 15, 2018			May 1, 2016			2008 - 2010			March 15, 2018			May 1, 2016			2008 - 2010			March 15, 2018			May 1, 2016			2008 - 2010			March 15, 2018			May 1, 2016			2008 - 2010

The Senior Notes due 2023 and the Senior Notes due 2025 are publicly traded on the New York Stock Exchange under the ticker symbols “AIW” and “AIC,” respectively. The Senior Notes due 2023 and Senior Notes due 2025 may be redeemed in whole or in part at any time and from time to time at the Company’s option ~~on or after May 1, 2016 and March 15, 2018, respectively,~~ at a redemption price equal to the principal amount plus accrued and unpaid interest. The indenture governing these Senior Notes contains certain covenants, including limitations on the Company’s ability to merge or consolidate with other entities or sell or otherwise dispose of all or substantially all of the Company’s assets.

Note 6.5. Derivative Instruments

In the normal course of its operations, the Company is a party to financial instruments that are accounted for as derivative instruments. Derivative instruments are recorded at fair value as either “derivative assets” or “derivative liabilities” in the consolidated balance sheets, with all periodic changes in fair value reflected as a component of “investment gain (loss), net” in the consolidated statements of comprehensive income. Cash receipts or payments related to derivative instruments are classified as investing activities within the consolidated statements of cash flows.

Types and Uses of Derivative Instruments

Interest Rate ~~Derivatives~~Hedging Instruments

~~Most of the Company’s derivative instruments are~~The Company is party to interest rate ~~derivatives~~hedging instruments that are intended to economically hedge changes, attributable to changes in benchmark interest rates, in certain MBS fair values and future interest cash flows on the Company’s short-term financing arrangements. Interest rate ~~derivatives~~hedging instruments include centrally cleared interest rate swaps, exchange-traded instruments, such as U.S. Treasury note futures, Eurodollar futures, interest rate swap futures ~~U.S. Treasury note futures~~ and options on futures, and ~~nonexchange-traded~~non-exchange-traded instruments such as options on agency MBS. While the Company uses its interest rate ~~derivatives~~hedging instruments to economically hedge a portion of its interest rate risk, it has not designated such contracts as hedging instruments for financial reporting purposes.

The Company exchanges cash “variation margin” with the counterparties to its interest rate ~~derivative~~hedging instruments at least on a daily basis based upon daily changes in fair value as measured by the Chicago Mercantile Exchange (“CME”), the central clearinghouse through which those ~~derivatives~~instruments are cleared. In addition, the CME requires market participants to deposit and maintain an “initial margin” amount which is determined by the CME and is generally intended to be set at a level sufficient to protect the CME from the maximum estimated single-day price movement in that market participant’s ~~contracts.~~contracts. However, futures commission merchants may require “initial margin” in excess of the CME’s requirement.

Receivables recognized for the right to reclaim cash initial margin posted in respect of interest rate ~~derivative~~hedging instruments are included in the line item ~~“deposits, net”~~“deposits” in the accompanying consolidated balance sheets. Prior to January 1, 2017, the daily exchange of variation margin associated with centrally cleared derivative instruments was considered a pledge of collateral. For these prior periods, receivables recognized for the right to reclaim cash variation margin posted in respect of interest rate derivative instruments are included in the line item “deposits, net” in the accompanying consolidated balance sheets.

The Company elected to offset any payables recognized for the obligation to return cash variation margin received from an interest rate derivative instrument counterparty against receivables recognized for the right to reclaim cash initial margin posted by the Company to that same counterparty.

~~Beginning on January 1, 2017, as a result of a CME amendment to their rule book which governs their central clearing activities, the~~ daily exchange of variation margin associated with a centrally cleared ~~derivative~~or exchange-traded hedging instrument is legally characterized as the daily settlement of the ~~derivative~~ instrument itself, as opposed to a pledge of collateral. Accordingly, ~~beginning in 2017,~~ the Company accounts for the daily receipt or payment of variation margin associated with its ~~centrally cleared~~ interest rate swaps and futures as a direct reduction to the carrying value of the ~~interest rate swap~~ derivative asset or liability, respectively. ~~Beginning in 2017, the~~The carrying amount of ~~centrally cleared~~ interest rate swaps and futures reflected in the Company’s consolidated balance sheets is equal to the unsettled fair value of such instruments; because variation margin is exchanged on a one-day lag, the unsettled fair value of such instruments generally represents the change in fair value that occurred on the last day of the reporting period.

To-Be-Announced Agency MBS Transactions, Including “Dollar Rolls”

In addition to interest rate ~~derivatives~~hedging instruments that are used for interest rate risk management, the Company is a party to derivative instruments that economically serve as investments, such as forward ~~contracts~~commitments to purchase fixed-rate “pass-through” agency MBS on a non-specified pool basis, which are known as to-be-announced (“TBA”) ~~contracts.~~securities. A TBA ~~contract~~security is a forward ~~contract~~commitment for the purchase or sale of a fixed-rate agency MBS at a predetermined price, face amount, issuer, coupon, and stated maturity for settlement on an agreed upon future date. The specific agency MBS that will be delivered to satisfy the TBA trade is not known at the inception of the trade. The specific agency MBS to be delivered is determined 48 hours prior to the settlement date. The Company accounts for TBA ~~contracts~~securities as derivative instruments because the Company cannot assert that it is probable at inception and throughout the term of an individual TBA ~~contract~~commitment that its settlement will result in physical delivery of the underlying agency MBS, or the individual TBA ~~contract~~commitment will not settle in the shortest time period possible.

The Company’s agency MBS investment portfolio includes net purchase (or “net long”) positions in TBA securities, which are primarily the result of executing sequential series of “dollar roll” transactions. The Company executes dollar roll transactions as a means of investing in and financing non-specified fixed-rate agency MBS. Such transactions involve effectively delaying (or “rolling”) the settlement of a forward purchase of a TBA agency MBS by entering into an offsetting sale with the same counterparty prior to the settlement date, net settling the “paired-off” positions in cash, and contemporaneously entering, with the same counterparty, another forward purchase of a TBA agency MBS of the same characteristics for a later settlement date. TBA securities purchased for a forward settlement month are generally priced at a discount relative to TBA securities sold for settlement in the current month. This discount, often referred to as the dollar roll “price drop,” reflects compensation for the net interest income (interest income less financing costs) that is foregone as a result of relinquishing beneficial ownership of the MBS for the duration of the dollar roll (also known as “dollar roll income”). By executing a sequential series of dollar roll transactions, the Company is able to create the economic experience of investing in an agency MBS, financed with a repurchase agreement, over a period of time. Forward purchases and sales of TBA securities are accounted for as derivative instruments in the Company’s financial statements. Accordingly, dollar roll income is recognized as a component of “investment gain (loss), net” along with all other periodic changes in the fair value of TBA commitments.

In addition to transacting in net long positions in TBA securities for investment purposes, the Company may also, from time to time, transact in net sale (or “net short”) positions in TBA securities for the purpose of economically hedging a portion of the sensitivity of the fair value of the Company’s investments in agency MBS to changes in interest rates.

Under the terms of these forward commitments, the daily exchange of variation margin may occur based on changes in the fair value of the agency MBS commitments if a party to the transaction demands it. Receivables recognized for the right to reclaim cash collateral posted by the Company in respect of TBA transactions is included in the line item ~~“deposits, net”~~“deposits” in the accompanying consolidated balance sheets. Liabilities recognized for the obligation to return cash collateral received by the Company in respect of TBA transactions is included in the line item “other liabilities” in the accompanying consolidated balance sheets.

In addition to TBA transactions, the Company may, from time to time, enter into commitments to purchase or sell specified agency MBS that do not qualify as regular-way security trades. Such commitments are also accounted for as derivative instruments.

Derivative Instrument Population and Fair Value

The following table presents the fair value of the Company’s derivative instruments as of the dates indicated:

	September 30, 2017					December 31, 2016					June 30, 2019					December 31, 2018
	Assets		Liabilities			Assets		Liabilities			Assets		Liabilities			Assets		Liabilities
Interest rate swaps	$	3,348	$	—		$	63,315	$	(1,949	)	$	1,220	$	—		$	—	$	(5,709	)
10-year U.S. Treasury note futures		820		—			—		—			—		(88	)		—		(1,250	)
Options on 10-year U.S. Treasury note futures		1		—			4,289		(3,906	)
Options on agency MBS		8		—			—		—
TBA commitments		—		(7,146	)		7,285		(3,699	)		5,023		(3,043	)		438		—
Total	$	4,177	$	(7,146	)	$	74,889	$	(9,554	)	$	6,243	$	(3,131	)	$	438	$	(6,959	)

Interest Rate Swaps

The following table presents information about the Company’s interest rate swap agreements that were in effect as of ~~September~~June 30, ~~2017:~~2019:

Weighted-average:

Notional Amount

Fixed Pay Rate

Variable Receive Rate

Net Receive (Pay) Rate

Remaining Life (Years)

Fair Value

Years to maturity:

Less than 3 years

$
1,300,000

1.26
%

1.32
%

0.06
%

1.7

$
447

3 to less than 7 years

700,000

1.87
%

1.32
%

(0.55
)%

4.1

844

7 to 10 years

1,600,000

1.90
%

1.32
%

(0.58
)%

8.5

1,963

Total / weighted-average

$
3,600,000

1.66
%

1.32
%

(0.34
)%

5.2

$
3,254

~~The following table presents information about the Company’s forward-starting interest rate swap agreements that had yet to take effect as of September 30, 2017:~~

Weighted-average:

Notional Amount

Fixed Pay Rate

Term After Effective Date (Years)

Fair Value

Effective in October 2017

$
250,000

1.12
%

2.0

$
94

			Weighted-average:
	Notional Amount		Fixed Pay Rate			Variable Receive Rate			Net Receive (Pay) Rate			Remaining Life (Years)		Fair Value
Years to maturity:
Less than 3 years	$	1,675,000		1.64	%		2.46	%		0.82	%		1.5	$	369
3 to less than 7 years		500,000		1.67	%		2.40	%		0.73	%		6.1		309
7 to less than 10 years		400,000		2.88	%		2.52	%		(0.36	)%		9.4		439
10 or more years		25,000		2.96	%		2.42	%		(0.54	)%		28.7		103
Total / weighted-average	$	2,600,000		1.85	%		2.46	%		0.61	%		3.9	$	1,220

The following table presents information about the Company’s interest rate swap agreements that were in effect as of December 31, ~~2016:~~2018:

			Weighted-average:																Weighted-average:
	Notional Amount		Fixed Pay Rate			Variable Receive Rate			Net (Pay) Rate			Remaining Life (Years)		Fair Value			Notional Amount		Fixed Pay Rate			Variable Receive Rate			Net Receive (Pay) Rate			Remaining Life (Years)		Fair Value
Years to maturity:
Less than 3 years	$	1,375,000		1.10	%		0.97	%		(0.13	)%		1.7	$	6,470		$	1,050,000		1.53	%		2.60	%		1.07	%		1.5	$	(152	)
3 to less than 7 years		350,000		1.84	%		1.00	%		(0.84	)%		3.7		(769	)		325,000		2.00	%		2.73	%		0.73	%		4.4		(432	)
7 to 10 years		1,600,000		1.93	%		0.96	%		(0.97	)%		9.2		50,511
7 to less than 10 years																		1,600,000		2.35	%		2.70	%		0.35	%		8.5		(4,572	)
10 or more years																		125,000		3.02	%		2.66	%		(0.36	)%		29.6		(553	)
Total / weighted-average	$	3,325,000		1.58	%		0.97	%		(0.61	)%		5.5	$	56,212		$	3,100,000		2.07	%		2.67	%		0.60	%		6.6	$	(5,709	)

~~The following table presents information about the Company’s forward-starting interest rate swap agreements that had yet to take effect as of December 31, 2016:~~

Weighted-average:

Notional Amount

Fixed Pay Rate

Term After Effective Date (Years)

Fair Value

Effective in September / October 2017

$
375,000

1.13
%

2.0

$
5,154

~~10-year~~ U.S. Treasury Note Futures

The Company’s 10-year U.S. Treasury note futures held as of ~~September~~June 30, ~~2017,~~2019 are short positions with an aggregate notional amount of ~~$350,000~~$155,000 that mature in ~~December 2017.~~ September 2019. Upon the maturity date of these futures contracts, the Company has the option to either net settle each contract in cash in an amount equal to the difference between the then-current fair value of the

underlying 10-year U.S. Treasury note and the contractual sale price inherent to the futures contract, or to physically settle the contract by delivering the underlying 10-year U.S. Treasury ~~note.~~note. As of December 31, 2018, the Company held short positions of 10-year U.S. Treasury note futures with an aggregate notional amount of $320,000 with a maturity date in March 2019.

Options on 10-year U.S. Treasury Note Futures

The Company ~~purchases and sells~~may purchase or sell exchange-traded options on 10-year U.S. Treasury note futures contracts with the objective of economically hedging a portion of the sensitivity of its investments in agency MBS to significant changes in interest rates. The Company may purchase put options which provide the Company with the right to sell 10-year U.S. Treasury note futures to a counterparty, and the Company may also write call options that provide a counterparty with the option to buy 10-year U.S. Treasury

note futures from the Company. In order to limit its exposure on its interest rate derivative instruments from a significant decline in long-term interest rates, the Company may also purchase contracts that provide the Company with the option to buy, or call, 10-year U.S. Treasury note futures from a counterparty. The options may be exercised at any time prior to their expiry, and if exercised, may be net settled in cash or through physical receipt or delivery of the underlying futures contracts. ~~Information about~~

As of June 30, 2019 and December 31, 2018, the ~~Company’s~~Company had no outstanding options on 10-year U.S. Treasury note futures ~~contracts as of September 30, 2017 is as follows:~~

Notional Amount

Weighted-average Strike Price

Implied Strike
Rate ⁽¹⁾

Net Fair Value

Purchased call options:

October 2017 expiration

$
150,000

133.0

1.49
%

$
1

~~(1)~~

~~The implied strike rate is estimated based upon the weighted average strike price per contract and the price of an equivalent 10-year U.S. Treasury note futures contract.~~

~~Information about the Company’s outstanding options on 10-year U.S. Treasury note futures contracts as of December 31, 2016 is as follows:~~

Notional Amount

Weighted-average Strike Price

Implied Strike
Rate ⁽¹⁾

Net Fair Value

Purchased put options:

January 2017 expiration

$
950,000

120.8

2.87
%

$
539

February 2017 expiration

700,000

122.6

2.64
%

3,281

Total / weighted average for purchased put options

$
1,650,000

121.6

2.77
%

$
3,820

Sold call options:

January 2017 expiration

$
(100,000
)

126.0

2.25
%

$
(141
)
February 2017 expiration

(900,000
)

126.0

2.24
%

(3,765
)
Total / weighted average for sold call options

$
(1,000,000
)

126.0

2.24
%

$
(3,906
)
Purchased call options:

January 2017 expiration

$
1,000,000

127.1

2.12
%

$
469

$
383

~~(1)~~

~~The implied strike rate is estimated based upon the weighted average strike price per contract and the price of an equivalent 10-year U.S. Treasury note futures contract.~~

~~Options on Agency MBS~~

The Company may purchase put options which provide the Company with the right to sell TBA-eligible agency MBS to a counterparty at a fixed price in the event that agency MBS prices decline. The options can only be exercised at their expiry, and if exercised, may be net settled in cash or through physical delivery of the underlying agency MBS. Information about the Company’s outstanding options on agency MBS as of September 30, 2017 is as follows:

Notional Amount

Weighted-average Strike Price

Underlying Agency MBS Coupon

Net Fair Value

Purchased put options:

October 2017 expiration

$
500,000

102.5

4.00
%

$
-

November 2017 expiration

200,000

103.5

4.00
%

8

Total / weighted average for purchased put options

$
700,000

102.8

4.00
%

$
8

contracts.

TBA Commitments

The following tables present information about the Company’s TBA commitments as of the dates indicated:

September 30, 2017

Notional Amount:
Net Purchase (Sale)
Commitment

Contractual Forward Price

Market Price

Fair Value

Dollar roll positions:

3.0% coupon purchase commitments

$
200,000

$
202,258

$
200,563

$
(1,695
)
3.5% coupon purchase commitments

1,005,000

1,040,762

1,036,092

(4,670
)
4.0% coupon purchase commitments

250,000

263,929

263,164

(765
)
4.0% coupon sale commitments

(100,000
)

(105,250
)

(105,266
)

(16
)
Total TBA commitments, net

$
1,355,000

$
1,401,699

$
1,394,553

$
(7,146
)

	June 30, 2019
	Notional Amount: Purchase (Sale) Commitment			Contractual Forward Price			Market Price			Fair Value
2.5% 30-year MBS purchase commitments	$	300,000		$	297,223		$	297,625		$	402
2.5% 30-year MBS sale commitments		(100,000	)		(99,141	)		(99,266	)		(125	)
3.0% 30-year MBS purchase commitments		550,000			552,039			554,383			2,344
3.0% 30-year MBS sale commitments		(350,000	)		(351,324	)		(352,789	)		(1,465	)
3.5% 30-year MBS purchase commitments		300,000			305,703			306,656			953
3.5% 30-year MBS sale commitments		(50,000	)		(51,062	)		(51,109	)		(47	)
4.0% 30-year MBS purchase commitments		300,000			309,699			310,078			379
4.0% 30-year MBS sale commitments		(300,000	)		(310,164	)		(310,094	)		70
4.5% 30-year MBS purchase commitments		150,000			156,773			156,750			(23	)
4.5% 30-year MBS sale commitments		(250,000	)		(260,742	)		(261,250	)		(508	)
Total TBA commitments, net	$	550,000		$	549,004		$	550,984		$	1,980

	December 31, 2018
	Notional Amount: Purchase (Sale) Commitment			Contractual Forward Price			Market Price			Fair Value
5.0% 30-year MBS purchase commitments	$	100,000		$	103,750		$	104,047		$	297
5.0% 30-year MBS sale commitments		(100,000	)		(104,188	)		(104,047	)		141
Total TBA commitments, net	$	—		$	(438	)	$	—		$	438

December 31, 2016

Notional Amount:
Net Purchase (Sale)
Commitment

Contractual Forward Price

Market Price

Fair Value

Dollar roll positions:

3.0% coupon purchase commitments

$
725,000

$
718,887

$
720,027

$
1,140

3.5% coupon purchase commitments

25,000

25,586

25,613

27

3.5% coupon sale commitments

(25,000
)

(25,602
)

(25,613
)

(11
)
Total dollar roll positions, net

725,000

718,871

720,027

1,156

TBA commitments serving as economic hedges:

3.5% coupon purchase commitments

600,000

608,601

614,719

6,118

3.5% coupon sale commitments

(600,000
)

(611,031
)

(614,719
)

(3,688
)
Total economic hedges, net

—

(2,430
)

—

2,430

Total TBA commitments, net

$
725,000

$
716,441

$
720,027

$
3,586

Derivative Instrument Gains and Losses

The following tables provide information about the derivative gains and losses recognized within the periods indicated:

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016			2019			2018			2019			2018
Interest rate derivatives:
Interest rate swaps:
Net interest expense ⁽¹⁾	$	(4,198	)	$	(5,126	)	$	(14,900	)	$	(13,499	)
Unrealized gains (losses), net		10,833			15,426			(7,991	)		(65,519	)
Losses realized upon early termination		(14,137	)		(300	)		(13,441	)		(300	)
Net interest income ⁽¹⁾													$	3,769		$	2,483		$	8,516		$	1,667
Unrealized (losses) gains, net														(18,759	)		3,780			(82,250	)		54,637
(Losses) gains realized upon early termination, net														(56,367	)		10,314			(55,189	)		20,483
Total interest rate swap (losses) gains, net		(7,502	)		10,000			(36,332	)		(79,318	)		(71,357	)		16,577			(128,923	)		76,787
U.S. Treasury note futures, net		(133	)		—			(2,174	)		(63,285	)		(7,021	)		6,160			(13,725	)		18,480
Options on U.S. Treasury note futures, net		(147	)		(1,631	)		(6,300	)		(7,880	)		76			—			76			—
Other, net		(221	)		—			(221	)		(25	)
Total interest rate derivative (losses) gains, net		(8,003	)		8,369			(45,027	)		(150,508	)		(78,302	)		22,737			(142,572	)		95,267
TBA and specified agency MBS commitments:
TBA dollar roll income ⁽²⁾		6,424			5,321			14,120			12,835			1,995			6,742			3,415			13,385
Other gains on agency MBS commitments, net		1,007			1,506			962			17,728
Total gains on agency MBS commitments, net		7,431			6,827			15,082			30,563
Other gains (losses) on agency MBS commitments, net														7,235			(13,427	)		14,880			(52,446	)
Total gains (losses) on agency MBS commitments, net														9,230			(6,685	)		18,295			(39,061	)
Total derivative (losses) gains, net	$	(572	)	$	15,196		$	(29,945	)	$	(119,945	)	$	(69,072	)	$	16,052		$	(124,277	)	$	56,206

(1)

Represents the periodic net interest settlement incurred during the period (often referred to as “net interest carry”). ~~Beginning in 2017, also~~Also includes “price alignment interest” income earned or expense incurred on cumulative variation margin paid or received, respectively, associated with centrally cleared interest rate swap agreements.

(2)

Represents the price discount of forward-settling TBA purchases relative to a contemporaneously executed “spot” TBA sale, which economically equates to net interest income that is earned ratably over the period beginning on the settlement date of the sale and ending on the settlement date of the forward-settling purchase.

Derivative Instrument Activity

The following tables summarize the volume of activity, in terms of notional amount, related to derivative instruments for the periods indicated:

For the Three Months Ended September 30, 2017

Beginning of
Period

Additions

Scheduled
Settlements

Early
Terminations

End of Period

Interest rate swaps

$
3,850,000

$
500,000

$
—

$
(500,000
)

$
3,850,000

10-year U.S. Treasury note futures

350,000

351,000

(351,000
)

—

350,000

Purchased call options on 10-year U.S. Treasury note
futures

700,000

950,000

(1,500,000
)

—

150,000

Purchased put options on agency MBS

—

700,000

—

—

700,000

Commitments to purchase (sell) MBS, net

1,110,000

4,160,000

(3,915,000
)

—

1,355,000

	For the Three Months Ended September 30, 2016												For the Three Months Ended June 30, 2019
	Beginning of Period		Additions		Scheduled Settlements			Early Terminations			End of Period		Beginning of Period		Additions		Scheduled Settlements			Early Terminations			End of Period
Interest rate swaps	$	2,250,000	$	1,250,000	$	—		$	(375,000	)	$	3,125,000	$	2,850,000	$	650,000	$	—		$	(900,000	)	$	2,600,000
10-year U.S. Treasury note futures		—		15,000		(15,000	)		—			—		215,000		386,600		(340,000	)		(106,600	)		155,000
Purchased put options on 10-year U.S. Treasury note futures		2,000,000		2,100,000		(3,500,000	)		—			600,000
Sold call options on 10-year U.S. Treasury note futures		—		1,000,000		(400,000	)		—			600,000		—		250,000		(250,000	)		—			—
Purchased call options on 10-year U.S. Treasury note futures		—		500,000		(200,000	)		—			300,000		—		500,000		(500,000	)		—			—
Commitments to purchase (sell) MBS, net		875,441		2,675,000		(2,425,441	)		—			1,125,000		900,000		2,570,000		(2,920,000	)		—			550,000

	For the Three Months Ended June 30, 2018
	Beginning of Period		Additions		Scheduled Settlements			Early Terminations			End of Period
Interest rate swaps	$	3,525,000	$	300,000	$	—		$	(500,000	)	$	3,325,000
10-year U.S. Treasury note futures		850,000		900,000		(1,050,000	)		—			700,000
Commitments to purchase (sell) MBS, net		1,415,000		3,865,000		(4,180,000	)		—			1,100,000

	For the Nine Months Ended September 30, 2017												For the Six Months Ended June 30, 2019
	Beginning of Period		Additions		Scheduled Settlements			Early Terminations			End of Period		Beginning of Period		Additions		Scheduled Settlements			Early Terminations			End of Period
Interest rate swaps	$	3,700,000	$	1,275,000	$	—		$	(1,125,000	)	$	3,850,000	$	3,100,000	$	1,050,000	$	—		$	(1,550,000	)	$	2,600,000
10-year U.S. Treasury note futures		—		1,196,100		(846,100	)		—			350,000		320,000		826,600		(730,000	)		(261,600	)		155,000
Purchased put options on 10-year U.S. Treasury note futures		1,650,000		2,540,000		(4,190,000	)		—			—
Sold call options on 10-year U.S. Treasury note futures		1,000,000		2,450,000		(3,450,000	)		—			—		—		250,000		(250,000	)		—			—
Purchased call options on 10-year U.S. Treasury note futures		1,000,000		3,350,000		(4,200,000	)		—			150,000		—		500,000		(500,000	)		—			—
Purchased put options on agency MBS		—		700,000		—			—			700,000
Commitments to purchase (sell) MBS, net		725,000		8,475,000		(7,845,000	)		—			1,355,000		—		4,720,000		(4,170,000	)		—			550,000

For the Nine Months Ended September 30, 2016

Beginning of
Period

Additions

Scheduled Settlements

Early
Terminations

End of Period

Interest rate swaps

$
1,500,000

$
2,000,000

$
—

$
(375,000
)

$
3,125,000

10-year U.S. Treasury note futures

1,335,000

1,386,000

(2,133,500
)

(587,500
)

—

Purchased put options on 10-year U.S. Treasury note
futures

—

8,100,000

(7,500,000
)

—

600,000

Sold call options on 10-year U.S. Treasury note futures

—

1,000,000

(400,000
)

—

600,000

Purchased call options on 10-year U.S. Treasury note
futures

—

500,000

(200,000
)

—

300,000

Put options on Eurodollar futures

4,000,000

—

(4,000,000
)

—

—

Commitments to purchase (sell) MBS, net

375,000

6,225,441

(5,475,441
)

—

1,125,000

	For the Six Months Ended June 30, 2018
	Beginning of Period		Additions		Scheduled Settlements			Early Terminations			End of Period
Interest rate swaps	$	3,600,000	$	550,000	$	—		$	(825,000	)	$	3,325,000
5-year U.S. Treasury note futures		21,600		—		(21,600	)		—			—
10-year U.S. Treasury note futures		650,000		1,850,000		(1,800,000	)		—			700,000
Commitments to purchase (sell) MBS, net		1,265,000		8,120,000		(8,285,000	)		—			1,100,000

Cash Collateral Posted and Received for Derivative and Other Financial Instruments

The following table presents information about the cash collateral posted and received by the Company in respect of its derivative and other financial instruments, which is included in the line item “deposits, net” in the accompanying consolidated balance sheets, for the dates indicated:

	September 30, 2017		December 31, 2016			June 30, 2019		December 31, 2018
Cash collateral posted for:
Interest rate swaps (cash initial margin)	$	49,518	$	65,728		$	31,246	$	54,883
U.S. Treasury note futures and options on U.S. Treasury note futures (cash initial margin)		4,035		5,314
U.S. Treasury note futures (cash initial margin)							—		6,169
Unsettled MBS trades and TBA commitments, net		5,764		1,474			1		—
Total cash collateral posted		59,317		72,516
Cash collateral received for interest rate swaps ⁽¹⁾		—		(61,367	)
Total cash collateral posted, net	$	59,317	$	11,149		$	31,247	$	61,052

As of December 31, 2018, the Company had received $438 of cash collateral in respect of its forward-settling TBA commitments. The Company recognized a corresponding obligation to return this cash collateral to its counterparties, which is included in the line item “other liabilities” in the accompanying consolidated balance sheets.

~~(1)~~

Beginning in 2017, the Company accounts for the daily receipt or payment of cash variation margin associated with centrally cleared interest rate swaps as a legal settlement of the derivative instrument itself, as opposed to a pledge of collateral.

Note 7.6. Offsetting of Financial Assets and Liabilities

The agreements that govern certain of the Company’s derivative instruments and collateralized short-term financing arrangements provide for a right of setoff in the event of default or bankruptcy with respect to either party to such transactions. The Company presents derivative assets and liabilities as well as collateralized short-term financing arrangements on a gross basis.

Receivables recognized for the right to reclaim cash initial margin posted in respect of interest rate derivative instruments are included in the line item ~~“deposits, net”~~“deposits” in the accompanying consolidated balance sheets. ~~Prior to January 1, 2017, the daily exchange~~

of variation margin associated with centrally cleared derivative instruments was considered a pledge of collateral. For these prior periods, receivables recognized for the right to reclaim cash variation margin posted in respect of interest rate derivative instruments are included in the line item “deposits, net” in the accompanying consolidated balance sheets. The Company elected to offset any payables recognized for the obligation to return cash variation margin received from an interest rate derivative instrument counterparty against receivables recognized for the right to reclaim cash initial margin posted by the Company to that same counterparty.

~~Beginning on January 1, 2017, as a result of a CME amendment to their rule book which governs their central clearing activities, the~~The daily exchange of variation margin associated with a centrally cleared or exchange-traded derivative instrument is legally characterized as the daily settlement of the derivative instrument itself, as opposed to a pledge of collateral. Accordingly, ~~beginning in 2017,~~ the Company accounts for the daily receipt or payment of variation margin associated with its ~~centrally cleared~~ interest rate swaps and futures as a direct reduction to the carrying value of the interest rate swap derivative asset or liability, respectively. ~~Beginning in 2017, the~~The carrying amount of ~~centrally cleared~~ interest rate swaps and futures reflected in the Company’s consolidated balance sheets is equal to the unsettled fair value of such instruments; because variation margin is exchanged on a one-day lag, the unsettled fair value of such instruments generally represents the change in fair value that occurred on the last day of the reporting period.

The following tables present information, as of the dates indicated, about the Company’s derivative instruments, short-term borrowing arrangements, and associated collateral, including those subject to master netting (or similar) arrangements:

	As of September 30, 2017														As of June 30, 2019
	Gross Amount Recognized		Amount Offset in the Consolidated Balance Sheets		Net Amount Presented in the Consolidated Balance Sheets		Gross Amount Not Offset in the Consolidated Balance Sheets						Net Amount		Gross Amount Recognized		Amount Offset in the Consolidated Balance Sheets		Net Amount Presented in the Consolidated Balance Sheets		Gross Amount Not Offset in the Consolidated Balance Sheets					Net Amount
							Financial Instruments ⁽¹⁾			Cash Collateral ⁽²⁾											Financial Instruments ⁽¹⁾			Cash Collateral ⁽²⁾
Assets:
Derivative instruments:
Options on U.S. Treasury note futures	$	1	$	—	$	1	$	—		$	—		$	1
U.S. Treasury note futures		820		—		820		—			(820	)		—
Interest rate swaps		3,348		—		3,348		—			(3,348	)		—	$	1,220	$	—	$	1,220	$	—		$	—	$	1,220
Options on agency MBS		8		—		8		—			—			8
TBA commitments																5,023		—		5,023		(3,043	)		—		1,980
Total derivative instruments		4,177		—		4,177		—			(4,168	)		9		6,243		—		6,243		(3,043	)		—		3,200
Total assets	$	4,177	$	—	$	4,177	$	—		$	(4,168	)	$	9	$	6,243	$	—	$	6,243	$	(3,043	)	$	—	$	3,200
Liabilities:
Unsettled MBS trades and TBA commitments, net ⁽³⁾	$	7,146	$	—	$	7,146	$	—		$	(5,764	)	$	1,382
Derivative instruments:
10-year U.S. Treasury note futures															$	88	$	—	$	88	$	—		$	—	$	88
TBA commitments																3,043		—		3,043		(3,043	)		—		—
Total derivative instruments																3,131		—		3,131		(3,043	)		—		88
Repurchase agreements		3,694,838		—		3,694,838		(3,694,838	)		—			—		3,531,539		—		3,531,539		(3,531,539	)		—		—
Total liabilities	$	3,701,984	$	—	$	3,701,984	$	(3,694,838	)	$	(5,764	)	$	1,382	$	3,534,670	$	—	$	3,534,670	$	(3,534,582	)	$	—	$	88

	As of December 31, 2016															As of December 31, 2018
	Gross Amount Recognized		Amount Offset in the Consolidated Balance Sheets			Net Amount Presented in the Consolidated Balance Sheets		Gross Amount Not Offset in the Consolidated Balance Sheets						Net Amount		Gross Amount Recognized		Amount Offset in the Consolidated Balance Sheets		Net Amount Presented in the Consolidated Balance Sheets		Gross Amount Not Offset in the Consolidated Balance Sheets						Net Amount
								Financial Instruments ⁽¹⁾			Cash Collateral ⁽²⁾											Financial Instruments ⁽¹⁾			Cash Collateral ⁽²⁾
Assets:
Derivative instruments:
Options on U.S. Treasury note futures	$	4,289	$	—		$	4,289	$	(3,906	)	$	—		$	383
Interest rate swaps		63,315		—			63,315		(1,949	)		(61,366	)		—
TBA commitments		7,285		—			7,285		—			—			7,285	$	438	$	—	$	438	$	—		$	(438	)	$	—
Total derivative instruments		74,889		—			74,889		(5,855	)		(61,366	)		7,668		438		—		438		—			(438	)		—
Deposits, net		72,516		(61,367	)		11,149		—			—			11,149
Total assets	$	147,405	$	(61,367	)	$	86,038	$	(5,855	)	$	(61,366	)	$	18,817	$	438	$	—	$	438	$	—		$	(438	)	$	—
Liabilities:
Derivative instruments:
Options on U.S. Treasury note futures	$	3,906	$	—		$	3,906	$	(3,906	)	$	—		$	—
Interest rate swaps		1,949		—			1,949		(1,949	)		—			—	$	5,709	$	—	$	5,709	$	—		$	(5,709	)	$	—
TBA commitments		3,699		—			3,699		—			(1,474	)		2,225
10-year U.S. Treasury note futures																	1,250		—		1,250		—			(1,250	)		—
Total derivative instruments		9,554		—			9,554		(5,855	)		(1,474	)		2,225		6,959		—		6,959		—			(6,959	)		—
Deposits, net		61,367		(61,367	)		—		—			—			—
Repurchase agreements		3,649,102		—			3,649,102		(3,649,102	)		—			—		3,721,629		—		3,721,629		(3,721,629	)		—			—
Total liabilities	$	3,720,023	$	(61,367	)	$	3,658,656	$	(3,654,957	)	$	(1,474	)	$	2,225	$	3,728,588	$	—	$	3,728,588	$	(3,721,629	)	$	(6,959	)	$	—

⁽¹⁾	Does not include the fair value amount of financial instrument collateral pledged in respect of repurchase agreements that exceeds the associated liability presented in the consolidated balance sheets.

⁽²⁾	Does not include the amount of cash collateral pledged in respect of derivative instruments that exceeds the associated derivative liability presented in the consolidated balance sheets.

⁽³⁾	The “Gross Amount Recognized” and “Net Amount Presented in the Consolidated Balances Sheets” excludes the fair value of unsettled agency MBS purchases and sales recognized on their respective trade dates.

Note 8.7. Fair Value Measurements

Fair Value of Financial Instruments

The accounting principles related to fair value measurements define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial Accounting Standards Board Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, giving the highest

priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3) as described below:


	Level 1 Inputs -	Unadjusted quoted prices in active markets for identical assets or liabilities that are accessible by the Company at the measurement date;


	Level 2 Inputs -	Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; and


	Level 3 Inputs -	Unobservable inputs for the asset or liability, including significant judgments made by the Company about the assumptions that a market participant would use.

The Company measures the fair value of the following assets and liabilities:

Mortgage-backed securities

Agency MBS - The Company’s investments in agency MBS are classified within Level 2 of the fair value hierarchy. Inputs to fair value measurements of the Company’s investments in agency MBS include price estimates obtained from third-party pricing services. In determining fair value, third-party pricing services use a market approach. The inputs used in the fair value measurements performed by the third-party pricing services are based upon readily observable transactions for securities with similar characteristics (such as issuer/guarantor, coupon rate, stated maturity, and collateral pool characteristics) occurring on the measurement date. The Company makes inquiries of the third-party pricing sources to understand the significant inputs and assumptions used to determine prices. The Company reviews the various third-party fair value estimates and performs procedures to validate their reasonableness, including comparison to recent trading activity for similar securities and an overall review for consistency with market conditions observed as of the measurement date.

~~Private-label MBS~~ - The Company’s investments in private-label MBS are classified within Level 3 of the fair value hierarchy as private-label MBS trade infrequently and, therefore, the measurement of their fair value requires the use of significant unobservable inputs. In determining fair value, the Company primarily uses an income approach as well as market approaches. The Company utilizes present value techniques based on the estimated future cash flows of the instrument taking into consideration various assumptions derived by management based on their observations of assumptions used by market participants. These assumptions are corroborated by evidence such as historical collateral performance data, evaluation of historical collateral performance data for other securities with comparable or similar risk characteristics, and observed completed or pending transactions in similar instruments, when available. The significant inputs to the Company’s valuation process include collateral default, loss severity, prepayment, and discount rates (i.e., the rate of return demanded by market participants as of the measurement date). In general, significant increases (decreases) in default, loss severity, or discount rate assumptions, in isolation, would result in a significantly lower (higher) fair value measurement. However, significant increases (decreases) in prepayment rate assumptions, in isolation, may result in a significantly higher (lower) fair value measurement depending upon the instrument’s specific characteristics and the overall payment structure of the issuing securitization vehicle. It is difficult to generalize the interrelationships between these significant inputs as the actual results could differ considerably on an individual security basis. Therefore, each significant input is closely analyzed to ascertain its reasonableness for the Company’s purposes of fair value measurement.

Measuring fair value is inherently subjective given the volatile and sometimes illiquid markets for these private-label MBS and requires management to make a number of judgments about the assumptions that a market participant would use, including assumptions about the timing and amount of future cash flows as well as the rate of return required by market participants. The assumptions the Company applies are specific to each security. Although the Company relies on its internal calculations to estimate the fair value of these private-label MBS, the Company considers indications of value from actual sales of similar private-label MBS to assist in the valuation process and to calibrate the Company’s models.

Derivative instruments

Exchange-traded derivative instruments - Exchange-traded derivative instruments, which include ~~Eurodollar futures,~~ U.S. Treasury note futures, Eurodollar futures, interest rate swap futures, and options on futures, are classified within Level 1 of the fair value hierarchy as they are measured using quoted prices for identical instruments in liquid markets.

Interest rate swaps - Interest rate swaps are classified within Level 2 of the fair value hierarchy. The fair values of the Company’s centrally cleared interest rate swaps are measured using the daily valuations reported by the clearinghouse through which the instrument was cleared. In performing its end-of-day valuations, the clearinghouse constructs forward interest rate curves (for example, three-month LIBOR forward rates) from its specific observations of that day’s trading activity. The clearinghouse uses the applicable forward interest rate curve to develop a market-based forecast of future remaining contractually required cash flows for each interest rate swap. Each market-based cash flow forecast is then discounted using the overnight index swap rate curve (sourced from the Federal Reserve Bank of New York) to determine a net present value amount which represents the instrument’s fair value. ~~The Company reviews the valuations reported by the clearinghouse on an ongoing basis and performs procedures using readily available market data to independently verify their reasonableness.~~

Forward-settling purchases and sales of TBA securities – Forward-settling purchases and sales of TBA securities are classified within Level 2 of the fair value hierarchy. The fair value of each forward-settling TBA contract is measured using price estimates obtained from a third-party pricing service, which are based upon readily observable transaction prices occurring on the measurement date for forward-settling contracts to buy or sell TBA securities with the same guarantor, contractual maturity, and coupon rate for delivery on the same forward settlement date as the ~~contract~~commitment under measurement.

Other

Long-term unsecured debt - As of ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, the carrying value of the Company’s long-term unsecured debt was ~~$73,824~~$74,216 and ~~$73,656,~~$74,104, respectively, net of unamortized debt issuance costs, and consists of Senior Notes and trust preferred debt issued by the Company. The Company’s estimate of the fair value of long-term unsecured debt is ~~$71,152~~$71,384 and ~~$66,489~~$66,562 as of ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, respectively. The Company’s Senior Notes, which are publicly traded on the New York Stock Exchange, are classified within Level 1 of the fair value hierarchy. Trust preferred debt is classified within Level 2 of the fair value hierarchy as the fair value is estimated based on the quoted prices of the Company’s publicly traded Senior Notes.

Investments in equity securities of non-public companies and investment funds -– As of ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, the Company had ~~investments~~investment in equity securities and investment funds ~~with a carrying amount~~measured at fair value of ~~$1,701~~$6,026 and ~~$1,918,~~$6,115, respectively, which ~~are~~is included in the line item “other assets” in the accompanying consolidated balance sheets. AsASU No. 2016-01, Recognition and Measurement of ~~September 30, 2017~~Financial Assets and December 31, 2016, $444 and $533, respectively, of these investments represent securities for which the Company elected the “fair value option” at the time that the securities were initially recognized on the Company’s consolidated balance sheets; the Company measures the fair value of these securities on a recurring basis, recognizing the periodic change in fair value in earnings. The remaining $1,257 and $1,385 inFinancial Liabilities (Subtopic 825-10), effective January 1, 2018, requires entities to measure investments in equity securities at fair value, unless fair value measurement is impractical, with changes in fair value recognized in

current period earnings. Upon the adoption of ~~non-public companies and investment funds~~ASU No. 2016-01, the Company recognized a cumulative-effect increase of $4,059 (net of taxes) in stockholders’ equity representing, as of ~~September 30, 2017 and December 31, 2016, respectively, were measured at cost, net~~January 1, 2018, the excess of ~~impairments. The Company’s estimate of the~~ fair value over historical cost of its investments in equity securities ~~and investment funds is $6,205 and $6,034 as~~that were previously carried at their historical cost (net of ~~September 30, 2017 and December 31, 2016, respectively.~~ impairments).

Investments in equity securities and investment funds are classified within Level 3 of the fair value hierarchy. The fair values of the Company’s investments in equity securities and investment funds are not readily determinable. Accordingly, for its investments in equity securities, the Company estimates fair value by estimating the enterprise value of the investee ~~and~~which it then ~~waterfalls the enterprise value over~~allocates to the investee’s securities in the order of their preference relative to one another. To estimate the enterprise value of the investee, the Company uses traditional valuation methodologies based on income and market approaches, including the consideration of recent investments in, or tender offers for, the equity securities of the ~~investee.~~investee, a discounted cash flow analysis and a comparable guideline public company valuation. The primary unobservable inputs used in estimating the fair value of an equity security of a non-public company include (i) a stock price to net asset multiple for similar public companies that is applied to the entity’s net assets, (ii) a discount factor for lack of marketability and control, and (iii) a cost of equity discount rate, used to discount to present value the equity cash flows available for distribution and the terminal value of the entity. As of June 30, 2019 and December 31, 2018, the stock price to net asset multiple for similar public companies, the discount factor for lack of marketability and control, and the cost of equity discount rate used as inputs were 91 percent, 8 percent, and 12 percent, respectively. For its investments in investment funds, the Company estimates fair value based upon the investee’s net asset value per share.

Financial assets and liabilities for which carrying value approximates fair value - Cash and cash equivalents, deposits, receivables, repurchase agreements, payables, and other assets and liabilities are generally reflected in the consolidated balance sheets at their cost, which, due to the short-term nature of these instruments and their limited inherent credit risk, approximates fair value.

Fair Value Hierarchy

Financial Instruments Measured at Fair Value on a Recurring Basis

The following tables set forth financial instruments measured at fair value by level within the fair value hierarchy as of ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016.~~2018. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

	September 30, 2017										June 30, 2019
	Total			Level 1		Level 2			Level 3		Total			Level 1			Level 2			Level 3
MBS
Trading:
Agency MBS	$	3,994,515		$	—	$	3,994,515		$	—	$	3,414,580		$	—		$	3,414,580		$	—
Private-label MBS		54			—		—			54		26			—			—			26
Total MBS		3,994,569			—		3,994,515			54		3,414,606			—			3,414,580			26
Derivative assets		4,177			821		3,356			—		6,243			—			6,243			—
Derivative liabilities		(7,146	)		—		(7,146	)		—		(3,131	)		(88	)		(3,043	)		—
Other assets		444			—		—			444		6,026			—			—			6,026
Total	$	3,992,044		$	821	$	3,990,725		$	498	$	3,423,744		$	(88	)	$	3,417,780		$	6,052

	December 31, 2018
	Total			Level 1			Level 2			Level 3
MBS
Trading:
Agency MBS	$	3,982,106		$	—		$	3,982,106		$	—
Private-label MBS		24			—			—			24
Total MBS		3,982,130			—			3,982,106			24
Derivative assets		438			—			438			—
Derivative liabilities		(6,959	)		(1,250	)		(5,709	)		—
Other assets		6,115			—			—			6,115
Total	$	3,981,724		$	(1,250	)	$	3,976,835		$	6,139

December 31, 2016

Total

Level 1

Level 2

Level 3

MBS

Trading:

Agency MBS

$
3,911,375

$
—

$
3,911,375

$
—

Private-label MBS

1,266

—

—

1,266

Total MBS

3,912,641

—

3,911,375

1,266

Derivative assets

74,889

4,289

70,600

—

Derivative liabilities

(9,554
)

(3,906
)

(5,648
)

—

Other assets

533

—

—

533

Total

$
3,978,509

$
383

$
3,976,327

$
1,799

~~There were no transfers of financial instruments into or out of Levels 1, 2 or 3 during the three and nine months ended September 30, 2017 or the year ended December 31, 2016.~~

Level 3 Financial Assets and Liabilities

~~The following table provides information about the significant unobservable inputs used to measure the fair value of the Company’s private-label MBS as of the dates indicated:~~

~~September 30, 2017~~

~~December 31, 2016~~

~~Weighted-~~

~~average~~ ⁽¹⁾

~~Range~~

~~Weighted-~~

~~average~~ ⁽¹⁾

~~Range~~

~~Discount rate~~

—

~~6.50~~

~~6.50 - 6.50 %~~

~~Default rate~~

—

~~2.25~~

~~2.25 - 2.25 %~~

~~Loss severity rate~~

—

~~45.00~~

~~45.00 - 45.00 %~~

~~Total prepayment rate (including defaults)~~

—

~~10.25~~

~~10.25 - 10.25 %~~

⁽¹⁾~~Based on face value.~~

The table below sets forth an attribution of the change in the fair value of the Company’s Level 3 investments that are measured at fair value on a recurring basis for the periods indicated:

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016			2019			2018			2019			2018
Beginning balance	$	618		$	89,186		$	1,799		$	130,553		$	5,904		$	5,926		$	6,139		$	515
Total net gains (losses)
Investments in equity securities measured at fair value beginning January 1, 2018														—			—			—			5,362
Included in investment gain (loss), net		(116	)		2,994			(55	)		537			149			312			(7	)		364
Included in other comprehensive income		—			(3,325	)		—			(11,739	)
Purchases		—			—			—			5,357			—			—			—			—
Sales		—			(67,761	)		(1,268	)		(106,052	)		—			—			—			—
Payments, net		(6	)		(826	)		(60	)		(4,170	)		(15	)		(13	)		(95	)		(20	)
Accretion of discount		2			1,655			82			7,437			14			10			15			14
Ending balance	$	498		$	21,923		$	498		$	21,923		$	6,052		$	6,235		$	6,052		$	6,235
Net unrealized gains (losses) included in earnings for the period for Level 3 assets still held at the reporting date	$	(116	)	$	(64	)	$	(113	)	$	(280	)	$	149		$	312		$	(7	)	$	364

Note 9.8. Income Taxes

For its tax years ended December 31, 2018 and earlier, Arlington Asset iswas subject to taxation as a corporation under Subchapter C of the Internal Revenue Code. On December 27, 2018, the Company’s Board of Directors approved a plan for Arlington Asset to elect to be taxed and to operate in a manner that will allow it to qualify as a REIT under the Internal Revenue Code commencing with its taxable year ending December 31, 2019. As a REIT, the Company will be required to distribute annually 90% of ~~1986,~~its REIT taxable income. So long as ~~amended (the “Code”).~~ the Company continues to qualify as a REIT, it will generally not be subject to U.S. Federal or state corporate income taxes on its taxable income to the extent that it distributes all of its annual taxable income to its shareholders on a timely basis. At present, it is the Company’s intention to distribute 100% of its taxable income, although the Company will not be required to do so. The Company intends to make distributions of its taxable income within the time limits prescribed by the Internal Revenue Code, which may extend into the subsequent taxable year.

As of ~~September~~June 30, ~~2017,~~2019, the Company had estimated net operating loss (“NOL”) ~~carry-forwards~~carryforwards of ~~$69,720~~$14,543 that can be used to offset future taxable ordinary income. The Company’s NOL ~~carry-forwards~~carryforwards begin to expire in ~~2027.~~2028. As of ~~September~~June 30, ~~2017,~~2019, the Company had estimated net capital loss (“NCL”) ~~carry-forwards~~carryforwards of ~~$309,751~~$411,434 that can be used to offset future net capital gains. The scheduled expirations of the Company’s NCL ~~carry-forwards~~carryforwards are ~~$136,505~~$128,170 in 2019, ~~$102,927~~$102,322 in 2020, $66,862 in 2021, $3,763 in 2022 and ~~$70,319~~$110,317 in ~~2021. The~~2023. If the Company iswere to use its NOL carryforwards to offset taxable ordinary income and/or use its NCL carryforwards to offset net capital gains, the Company’s required income distribution as a REIT would be reduced accordingly.

Through December 31, 2017, the Company was subject to federal alternative minimum tax (“AMT”) ~~and state and local taxes~~ on its taxable income and gains

that ~~are~~were not offset by its NOL and NCL ~~carry-forwards.~~carryforwards with any AMT credit carryforwards available to offset future regular tax liabilities. As part of the Tax Cuts and Jobs Act, the corporate AMT was repealed for tax years beginning after December 31, 2017 with any AMT credit carryforward after that date continuing to be available to offset a taxpayer’s future regular tax liability. In addition, for tax years beginning in 2018, 2019 and 2020, to the extent that AMT credit carryforwards exceed the regular tax liability, 50% of the excess AMT credit carryforwards would be refundable in that year with any remaining AMT credit carryforwards fully refundable in 2021. As a result, the realizability of the Company’s AMT credit carryforward is certain and will be realized as either a cash refund or as an offset to future regular tax liabilities or a combination of both. As of ~~September~~June 30, ~~2017,~~2019 and December 31, 2018, the Company had ~~estimated~~an AMT credit ~~carry-forwards~~carryforward of ~~$8,952 that can be used to offset future taxable ordinary income.~~ $9,132 included as a receivable in “other assets” on the accompanying consolidated balance sheets.

The ~~AMT credit carry-forwards do not expire.~~

~~Income taxes are provided for using~~Company recognizes uncertain tax positions in the asset and liability method. Deferred tax assets and liabilities reflect the impact of temporary differences between the carrying amount of assets and liabilities pursuant to the application of GAAP and their respective tax bases and are stated at tax rates expected to be in effectfinancial statements only when ~~the taxes are actually paid or recovered. Deferred tax assets are also recognized for NOL carry-forwards, NCL carry-forwards and any tax credit carry-forwards.~~

~~A valuation allowance is provided against the deferred tax asset if, based upon the Company’s evaluation,~~ it is more-likely-than-not that ~~some or all~~the position will be sustained upon examination by the relevant taxing authority based on the technical merits of the ~~deferred~~position. A position that meets this standard is measured at the largest amount of benefit that will more-likely-than-not be realized upon settlement. A liability is established for differences between positions taken in a tax ~~assets will~~return and the financial statements. As of June 30, 2019 and December 31, 2018, the Company assessed the need for recording a provision for any uncertain tax position and has made the determination that such provision is not ~~be realized. All available evidence, both positive~~necessary.

On May 29, 2018, the Company received an assessment of $9,380 from Arlington County, Virginia for a business, professional and ~~negative,~~occupation license (“BPOL”) tax for 2018. The BPOL tax is ~~incorporated into~~a local privilege tax on a business’ gross receipts for conducting

business activities subject to licensure within Arlington County. The Company has not been assessed or paid any such BPOL tax prior to 2018. The Company does not believe it is subject to the BPOL tax, and on June 28, 2018, the Company filed an administrative appeal with Arlington County. On August 1, 2018, the Company received a denial of its administrative appeal from Arlington County and, subsequently, the Company filed an administrative appeal with the Tax Commissioner of Virginia on September 27, 2018. On June 21, 2019, the Company received a determination from the Tax Commissioner of Virginia stating that it believes the Company is engaged in a licensable privilege subject to the BPOL tax, however it stated that certain gross receipts of the Company are exempt from the BPOL tax. The Tax Commissioner of Virginia requested that Arlington County adjust its BPOL tax assessment for 2018 to remove these certain gross receipts in the determination of ~~whether~~the county’s assessment. On July 18, 2019, the Company received a ~~valuation allowance~~preliminary revised assessment of $436 from Arlington County for ~~deferred~~BPOL tax ~~assets is appropriate. Items considered in~~for 2018. Also, on July 18, 2019, the ~~valuation allowance determination include expectations~~Company received a preliminary assessment of ~~future earnings of~~$471 from Arlington County for BPOL tax for 2019. The Company intends to fully contest the ~~appropriate~~2018 and 2019 assessments. In addition, the tax ~~character, recent historical financial results, tax planning strategies,~~years 2016 and 2017 remain subject to examination by Arlington County, although the ~~length of statutory carry-forward periods and the expected timing of the reversal of temporary differences.~~county has previously informally indicated that it did not intend to pursue assessments for those years at such time. As of ~~September~~June 30, ~~2017,~~2019, the Company ~~determined~~does not believe that it ~~should record~~is probable that is has incurred a ~~full valuation allowance against its deferred~~BPOL tax ~~assets that are capital in nature, which consists of its NCL carry-forwards and temporary GAAP to tax differences that are expected to result in capital losses in future periods.~~liability. As ~~of September 30, 2017,~~such, the Company ~~determined that it should~~has not ~~record any valuation allowance against~~recognized a BPOL tax liability or an associated expense in its deferred tax assets that are ordinary in nature, which consists of its NOL carry-forwards, tax credit carry-forwards and temporary GAAP to tax differences that are expected to result in deductions from ordinary income in futureconsolidated financial statements for the current or prior periods. ~~For the three months ended September 30, 2017,~~If the Company ~~recorded a decrease~~were to ~~its valuation allowance of $8,417, and for~~become subject to the ~~nine months ended September 30, 2017,~~BPOL tax, the Company ~~recorded an increase~~would be required to ~~its valuation allowance~~pay the full $907 of ~~$11,541.~~

~~Deferred~~assessments for tax ~~assets~~years 2018 and ~~liabilities consisted of the following as of the dates indicated:~~2019 plus potential late penalty fees and interest charges.

September 30, 2017

December 31, 2016

Ordinary deferred tax assets:

NOL carry-forward
$
27,121

$
37,238

AMT credit carry-forward

8,952

8,427

Deferred net loss on designated derivatives

6,717

1,386

Stock-based compensation

2,563

2,426

Other, net

137

208

Total ordinary deferred tax assets

45,490

49,685

Ordinary deferred tax liabilities:

Net unrealized gain on designated derivatives

(22,037
)

(25,145
)
Ordinary deferred tax assets, net

23,453

24,540

Capital deferred tax assets:

NCL carry-forward

120,493

120,939

Net unrealized loss on investments

31,951

44,253

Valuation allowance

(152,444
)

(140,903
)
Total capital deferred tax assets, net

—

24,289

Total deferred tax assets, net
$
23,453

$
48,829

Note ~~10.~~9. Earnings (Loss) Per Share

Basic earnings (loss) per share includes no dilution and is computed by dividing net income or loss applicable to common stock by the weighted-average number of common shares outstanding for the respective period. Diluted earnings per share includes the impact of dilutive securities such as unvested shares of restricted stock and performance share units. The following tables present the computations of basic and diluted earnings (loss) per share for the periods indicated:

	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,						Six Months Ended June 30,
(Shares in thousands)	2017		2016		2017		2016		2019			2018			2019			2018
Basic weighted-average common shares outstanding		26,377		23,038		24,793		23,011		36,533			28,210			34,803			28,204
Performance share units and unvested restricted stock		479		311		350		143		—			—			—			—
Diluted weighted-average common shares outstanding		26,856		23,349		25,143		23,154		36,533			28,210			34,803			28,204
Net income attributable to common stock	$	22,785	$	18,813	$	10,076	$	89
Basic earnings per common share	$	0.86	$	0.82	$	0.41	$	-
Diluted earnings per common share	$	0.85	$	0.81	$	0.40	$	-
Net loss attributable to common stock									$	(24,299	)	$	(3,757	)	$	(6,983	)	$	(60,277	)
Basic loss per common share									$	(0.67	)	$	(0.13	)	$	(0.20	)	$	(2.14	)
Diluted loss per common share									$	(0.67	)	$	(0.13	)	$	(0.20	)	$	(2.14	)

The diluted loss per share for the three and six months ended June 30, 2019 did not include the antidilutive effect of 110,442 and 98,262 shares of unvested shares of restricted stock and performance share units, respectively. The diluted loss per share for the three and six months ended June 30, 2018 did not include the antidilutive effect of 252,962 and 242,925 shares of unvested shares of restricted stock and performance share units, respectively.

Note ~~11.~~10. Stockholders’ Equity

Common Stock

The Company has authorized common share capital of 450,000,000 shares of Class A common stock, par value $0.01 per share, and 100,000,000 shares of Class B common stock, par value $0.01 per share. Holders of the Class A and Class B common stock are entitled to one vote and three votes per share, respectively, on all matters voted upon by the shareholders. Shares of Class B common stock are convertible into shares of Class A common stock on a one-for-one basis at the option of the Company in certain circumstances including either (i) upon sale or other transfer, or (ii) at the time the holder of such shares of Class B common stock ceases to be employed by the Company.

~~During the nine months ended September~~As of June 30, ~~2017~~2019 and ~~during the year ended~~ December 31, ~~2016, holders of the Company's Class B common stock converted an aggregate of 20,256 and 81,960~~2018, there were no outstanding shares of Class B common ~~stock into 20,256 and 81,960 shares of~~stock. The Class A common stock ~~respectively. As of September 30, 2017, all remaining shares of Class B common stock had been exchanged for shares of the Company’s Class A common stock.~~

~~Preferred Stock~~

The Company has authorized share capital of 2,000,000 shares of 7.00% Series B Cumulative Perpetual Redeemable Preferred Stock (the “Series B Preferred Stock”), par value of $.01 per share, and 100,000 authorized and unissued shares designated as Series A Preferred Stock, and 22,900,000 shares of undesignated preferred stock. The Company’s Board of Directors has the authority, without further action by the shareholders, to issue additional preferred stock in one or more series and to fix the terms and rights of the preferred stock.

In May 2017, the Company completed a public offering in which 135,000 shares of its Series B Preferred Stock were issued to the public at a public offering price of $24.00 per share for proceeds net of underwriting discounts and commissions and expenses of $3,018. The Series B Preferred Stock is publicly traded on the New York Stock Exchange under the ticker symbol ~~“AI PrB.~~“AI.”

~~The Series B Preferred Stock~~ has no stated maturity, is not subject to any sinking fund and will remain outstanding indefinitely unless repurchased or redeemed by the Company. Holders of Series B Preferred Stock have no voting rights, except under limited conditions, and are entitled to receive a cumulative cash dividend at a rate of 7.00% per annum of their $25.00 per share liquidation preference before holders of common stock are entitled to receive any dividends. Shares of Series B Preferred Stock are redeemable at $25.00 per share, plus accumulated and unpaid dividends (whether or not authorized or declared) exclusively at our option commencing on May 12, 2022 or earlier upon the occurrence of a change in control. Dividends are payable quarterly in arrears on the 30th day of each December, March, June and September. As of September 30, 2017, we had declared and paid all required quarterly dividends on our Series B Preferred Stock.

Common Stock Dividends

~~Pursuant to the Company’s variable dividend policy for its common stock, the~~The Board of Directors evaluates common stock dividends on a quarterly basis and, in its sole discretion, approves the payment of dividends. The Company’s common stock dividend payments, if any, may vary significantly from quarter to quarter. The Board of Directors has approved and the Company ~~has~~ declared and paid the following dividends on its common stock to date in ~~2017:~~2019:

Quarter Ended

Dividend

Amount

Declaration Date

Record Date

Pay Date

Dividend

Amount

Declaration Date

Record Date

Pay Date

September 30

0.550

September 14

September 29

October 31

June 30

0.550

June 16

June 30

July 31

0.225

June 24

July 5

July 31

March 31

0.625

March 14

March 31

April 28

0.375

March 18

March 29

April 30

The Board of Directors approved and the Company declared and paid the following dividends for ~~2016:~~2018:

Quarter Ended

Dividend

Amount

Declaration Date

Record Date

Pay Date

Dividend

Amount

Declaration Date

Record Date

Pay Date

December 31

0.625

December 16

December 30

January 31, 2017

0.375

December 13

December 31

January 31, 2019

September 30

0.625

September 15

September 30

October 31

0.375

September 13

September 28

October 31

June 30

0.625

June 17

June 30

July 29

0.375

June 14

June 29

July 31

March 31

0.625

March 15

March 31

April 29

0.550

March 15

March 29

April 30

Common Equity ~~Distribution Agreements~~Offerings

On ~~May 24, 2013,~~February 22, 2019, the Company entered into separate equity distribution agreements (the “Prior Equity Distribution Agreements”) with each of RBC Capital Markets, LLC, JMP Securities LLC, Ladenburg Thalmann & Co. Inc. and MLV & Co. LLC (the “Prior Equity Sales Agents”), pursuant tocompleted a public offering in which ~~the Company may offer and sell, from time to time, up to 1,750,000~~6,000,000 shares of the Company’s Class A common stock. Pursuant to the Prior Equity Distribution Agreements, shares of the Company’s common stock may be offered and sold through the Prior Equity Sales Agents in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, including sales made directly on the NYSE or sales made to or through a market maker other than on an exchange or, subject to the terms of a written notice from the Company, in privately negotiated transactions.

~~During the three months ended March 31, 2017, the Company issued 800 shares of~~its Class A common stock were sold at a ~~weighted average public offering~~ price of ~~$15.16~~$8.16 per share for proceeds net of ~~underwriting discounts and commissions and~~offering expenses of ~~$12 under the Prior~~$48,827.

Common Equity Distribution ~~Agreements. On February 23, 2017, the Company terminated the Prior Equity Distribution Agreements.~~Agreements

On February 22, 2017, the Company entered into ~~new~~ separate common equity distribution agreements (the ~~“New Equity~~“Equity Distribution Agreements”) with ~~each of~~equity sales agents JMP Securities LLC, FBR Capital Markets & Co., JonesTrading Institutional Services LLC and Ladenburg Thalmann & Co. Inc. ~~(the “New Equity Sales Agents”),~~ pursuant to which the Company may offer and sell, from time to time, up to 6,000,000 shares of the Company’s Class A common stock. On August 10, 2018, the Company entered into separate amendments to the Equity Distribution Agreements (the “Amended Equity Distribution Agreements”) with equity sales agents JMP Securities LLC, B. Riley FBR, Inc. (formerly, FBR Capital Markets & Co.), JonesTrading Institutional Services LLC and Ladenburg Thalmann & Co. Inc. pursuant to which the Company may offer and sell, from time to time, up to 12,597,423 shares of the Company’s Class A common stock.

Pursuant to the ~~New Equity Distribution Agreements,~~common equity distribution agreements, shares of the Company’s common stock may be offered and sold through the ~~New Equity Sales Agents~~equity sales agents in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, including sales made directly on the NYSE or sales made to or through a market maker other than on an exchange or, subject to the terms of a written notice from the Company, in privately negotiated transactions.

The following table provides information about the issuances of common stock under the ~~New Equity Distribution Agreements:~~common equity distribution agreements for the periods indicated:

Class A Common Stock Issuances

Three Months Ended September 30, 2017

Nine Months Ended September 30, 2017

Shares issued

2,037,348

4,368,837

Weighted average public offering price

$
13.21

$
13.90

Net proceeds ⁽¹⁾

$
26,567

$
59,901

~~(1)~~

~~Net of selling commissions and expenses.~~

~~As of September 30, 2017, the Company had 1,631,163 shares of Class A common stock available for sale under the New Equity Distribution Agreements.~~

On May 16, 2017, the Company entered into an equity distribution agreement (the “Series B Preferred Equity Distribution Agreement”) with JonesTrading Institutional Services LLC (the “Series B Preferred Equity Agent”), pursuant to which the Company may offer and sell, from time to time, up to 1,865,000 shares of the Company’s Series B Preferred Stock. Pursuant to the Series B Preferred Equity Distribution Agreement, shares of the Company’s Series B Preferred stock may be offered and sold through the Series B Preferred Equity Sales Agent in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, including sales made directly on the NYSE or sales made to or through a market maker other than on an exchange or, subject to the terms of a written notice from the Company, in privately negotiated transactions.

~~The following table provides information about the issuances of preferred stock under the Series B Preferred Equity Distribution Agreement:~~

Series B Preferred Stock Issuances	Three Months Ended September 30, 2017		Nine Months Ended September 30, 2017
Class A Common Stock Issuances					Year Ended December 31, 2018
Shares issued		138,683		159,993		2,226,557
Weighted average public offering price	$	25.03	$	24.95	$	10.19
Net proceeds ⁽¹⁾	$	3,404	$	3,886	$	22,326

(1)

Net of selling commissions and expenses.

As of ~~September~~June 30, ~~2017,~~2019, the Company had ~~1,705,007~~11,302,160 shares of ~~Series B Preferred~~Class A common stock available for sale under the ~~Series B Preferred~~Amended Equity Distribution ~~Agreement.~~Agreements.

Common Share Repurchase Program

The Company’s Board of Directors authorized a share repurchase program pursuant to which the Company may repurchase up to 2,000,000 shares of Class A common stock (the “Repurchase Program”). Repurchases under the Repurchase Program may be made

from time to time on the open market and in private transactions at management’s discretion in accordance with applicable federal securities laws. The timing of repurchases and the exact number of shares of Class A common stock to be repurchased will depend upon market conditions and other factors. The Repurchase Program is funded using the Company’s cash on hand and cash generated from operations. The Repurchase Program has no expiration date and may be suspended or terminated at any time without prior notice. There were no shares repurchased by the Company under the Repurchase Program during the three and six months ended June 30, 2019 and the year ended December 31, 2018. As of ~~September~~June 30, ~~2017,~~2019, there remain available for repurchase 1,951,305 shares of Class A common stock under the Repurchase Program.

Preferred Stock

The Company has authorized preferred share capital of (i) 100,000 shares designated as Series A Preferred Stock that is unissued; (ii) 2,000,000 shares designated as 7.00% Series B Cumulative Perpetual Redeemable Preferred Stock (the “Series B Preferred Stock”), par value of $0.01 per share; (iii) 2,500,000 shares designated as 8.250% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (the “Series C Preferred Stock”), par value of $0.01 per share; and (iv) 20,400,000 shares of undesignated preferred stock. The Company’s Board of Directors has the authority, without further action by the shareholders, to issue additional preferred stock in one or more series and to fix the terms and rights of the preferred stock. The Company’s preferred stock ranks senior to its common stock with respect to the payment of dividends and the distribution of assets upon a voluntary or involuntary liquidation, dissolution, or winding up of the Company. The Company’s preferred stock ranks on parity with each other. The Series B Preferred Stock and Series C Preferred Stock are publicly traded on the New York Stock Exchange under the ticker symbols “AI PrB” and “AI PrC,” respectively.

The Series B Preferred Stock has no stated maturity, is not subject to any sinking fund and will remain outstanding indefinitely unless repurchased or redeemed by the Company. Holders of Series B Preferred Stock have no voting rights, except under limited conditions, and are entitled to receive a cumulative cash dividend at a rate of 7.00% per annum of their $25.00 per share liquidation preference (equivalent to $1.75 per annum per share). Shares of Series B Preferred Stock are redeemable at $25.00 per share, plus accumulated and unpaid dividends (whether or not authorized or declared), exclusively at the Company’s option commencing on May 12, 2022 or earlier upon the occurrence of a change in control. Dividends are payable quarterly in arrears on the 30th day of March, June, September and December of each year, when and as declared. We have declared and paid all required quarterly dividends on the Company’s Series B Preferred Stock to date in 2019.

On March 12, 2019, the Company completed an initial public offering in which 1,200,000 shares of its Series C Preferred Stock were issued to the public at a public offering price of $25.00 per share for proceeds net of underwriting discounts and commissions and expenses of $28,944.

The Series C Preferred Stock has no stated maturity, is not subject to any sinking fund and will remain outstanding indefinitely unless repurchased or redeemed by the Company. Holders of Series C Preferred Stock have no voting rights, except under limited conditions, and are entitled to receive a cumulative cash dividend (i) from and including the original issue date to, but excluding, March 30, 2024 at a fixed rate equal to 8.250% per annum of the $25.00 per share liquidation preference (equivalent to $2.0625 per annum per share) and (ii) from and including March 30, 2024, at a floating rate equal to three-month LIBOR plus a spread of 5.664% per annum of the $25.00 per share liquidation preference. Shares of Series C Preferred Stock are redeemable at $25.00 per share, plus accumulated and unpaid dividends (whether or not authorized or declared), exclusively at the Company’s option commencing on March 30, 2024 or earlier upon the occurrence of a change in control or under circumstances where it is necessary to preserve the Company’s qualification as a REIT. Under certain circumstances upon a change of control, the Series C Preferred Stock is convertible into shares of the Company’s common stock. Dividends will be payable quarterly in arrears on the 30th day of March, June, September and December of each year, when and as declared, beginning on June 30, 2019. The first dividend of $0.61875 per share, paid on July 1, 2019, was considered a long first dividend period from the original date of issuance. We have declared and paid all required quarterly dividends on the Company’s Series C Preferred Stock to date in 2019.

Preferred Equity Distribution Agreements

On May 16, 2017, the Company entered into an equity distribution agreement (the “Series B Preferred Equity Distribution Agreement”) with JonesTrading Institutional Services LLC, pursuant to which the Company may offer and sell, from time to time, up to 1,865,000 shares of the Company’s Series B Preferred Stock. On March 21, 2019, the Company entered into an amended and restated equity distribution agreement (“Amended Series B Preferred Equity Distribution Agreement”) with JonesTrading Institutional Services LLC, B. Riley FBR, Inc., Compass Point Research and Trading, LLC and Ladenburg Thalmann & Co. Inc. (collectively, the “Series B Preferred Equity Agents”), pursuant to which the Company may offer and sell, from time to time, up to 1,647,370 shares of the Company’s Series B Preferred Stock. Pursuant to the Amended Series B Preferred Equity Distribution Agreement, shares of the Company’s Series B Preferred stock may be offered and sold through the Series B Preferred Equity Sales Agents in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, including sales made directly on

the NYSE or sales made to or through a market maker other than on an exchange or, subject to the terms of a written notice from the Company, in privately negotiated transactions.

The following table provides information about the issuances of preferred stock under the preferred equity distribution agreements for the periods indicated:

Series B Preferred Stock Issuances	Six Months Ended June 30, 2019		Year Ended December 31, 2018
Shares issued		3,444		47,304
Weighted average public offering price	$	22.39	$	24.75
Net proceeds ⁽¹⁾	$	76	$	1,137

(1)

Net of selling commissions and expenses.

As of June 30, 2019, the Company had 1,645,961 shares of Series B Preferred stock available for sale under the Amended Series B Preferred Equity Distribution Agreement.

Shareholder Rights Agreement

~~The~~On June 1, 2009, the Board of Directors ~~adopted and the Company’s shareholders~~ approved a shareholder rights agreement (“Rights Plan”). and the Company’s shareholders approved the Rights Plan at its annual meeting of shareholders on June 2, 2010. On April 9, 2018, the Board of Directors approved a first amendment to the Rights Plan (“First Amendment”) to extend the term for an additional three years and the Company’s shareholders approved the First Amendment at its annual meeting of shareholders on June 14, 2018.

Under the terms of the Rights Plan, in general, if a person or group acquires or commences a tender or exchange offer for beneficial ownership of 4.9% or more of the outstanding shares of our Class A common stock upon a determination by our Board of Directors (an “Acquiring Person”), all of our other Class A and Class B common shareholders will have the right to purchase securities from us at a discount to such securities’ fair market value, thus causing substantial dilution to the Acquiring Person.

The Board of Directors adopted the Rights Plan in an effort to protect against a possible limitation on the Company’s ability to use its NOL ~~carry-forwards,~~carryforwards, NCL ~~carry-forwards,~~carryforwards, and built-in losses under Sections 382 and 383 of the Code. The Company’s ability to use its NOLs, NCLs and built-in losses would be limited if it experienced an “ownership change” under Section 382 of the Code. In general, an “ownership change” would occur if there is a cumulative change in the ownership of the Company’s common stock of more than 50% by one or more “5% shareholders” during a three-year period. The Rights Plan was adopted to dissuade any person or group from acquiring 4.9% or more of the Company’s outstanding Class A common stock, each, an Acquiring Person, without the approval of the Board of Directors and triggering an “ownership change” as defined by Section 382.

The Rights Plan, as amended, and any outstanding rights will expire at the earliest of (i) June 4, ~~2019,~~2022, (ii) the time at which the rights are redeemed or exchanged pursuant to the Rights Plan, (iii) the repeal of Section 382 and 383 of the Code or any successor statute if the

Board of Directors determines that the Rights Plan is no longer necessary for the preservation of the applicable tax benefits, ~~and~~or (iv) the beginning of a taxable year to which the Board of Directors determines that no applicable tax benefits may be carried forward.

~~Note 12. Revisions to Previously Reported Financial Statements~~

During the second quarter of 2017, the Company concluded that the previously reported deferred tax assets, net, and accumulated deficit were incorrect for the three months ended March 31, 2017 and for the five fiscal years ended December 31, 2016 with a corresponding effect on the previously reported income tax benefit and net income for the fiscal year ended December 31, 2012. Although the impact of this change was not material to the consolidated financial statements for the five fiscal years ended December 31, 2016 and for the three months ended March 31, 2017, the Company has revised its previously reported consolidated financial statements for those periods to reflect the cumulative impact of the errors. The following tables set forth the affected line items within the Company’s previously reported consolidated financial statements for the periods indicated:

As of March 31, 2017

As Previously Reported

Adjustment

As Revised

Consolidated Balance Sheets:

Deferred tax assets, net

$
65,149

$
(24,603
)

$
40,546

Total assets

4,720,492

(24,603
)

4,695,889

Accumulated deficit

(1,536,949
)

(24,603
)

(1,561,552
)
Total stockholders' equity

374,481

(24,603
)

349,878

Total liabilities and stockholders' equity

4,720,492

(24,603
)

4,695,889

As of December 31, 2016

As Previously Reported

Adjustment

As Revised

Consolidated Balance Sheets:

Deferred tax assets, net

$
73,432

$
(24,603
)

$
48,829

Total assets

4,141,554

(24,603
)

4,116,951

Accumulated deficit

(1,527,104
)

(24,603
)

(1,551,707
)
Total stockholders' equity

383,416

(24,603
)

358,813

Total liabilities and stockholders' equity

4,141,554

(24,603
)

4,116,951

As of December 31, 2015

As Previously Reported

Adjustment

As Revised

Consolidated Balance Sheets:

Deferred tax assets, net

$
97,530

$
(24,603
)

$
72,927

Total assets

4,202,939

(24,603
)

4,178,336

Accumulated deficit

(1,426,655
)

(24,603
)

(1,451,258
)
Total stockholders' equity

484,031

(24,603
)

459,428

Total liabilities and stockholders' equity

4,202,939

(24,603
)

4,178,336

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

Unless the context otherwise requires or provides, references in this Quarterly Report on Form 10-Q to “we,” “us,” “our” and the “Company” refer to Arlington Asset Investment Corp. (“Arlington Asset”) and its subsidiaries. This discussion and analysis should be read in conjunction with our financial statements and accompanying notes included in Item 1 of this Quarterly Report on Form 10-Q, as well as our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2018.

The discussion of our consolidated financial condition and results of operations below may contain forward-looking statements. These statements, which reflect management’s beliefs and expectations, are subject to risks and uncertainties that may cause actual results to differ materially. For a discussion of the risks and uncertainties that may affect our future results, please see “Cautionary Statement About Forward-Looking Information” in Item 3 of Part I of this Quarterly Report on Form 10-Q and the risk factors included in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2018.

Our Company

We are ~~a principal~~an investment firm that ~~currently acquires~~focuses on acquiring and ~~holds~~holding a levered portfolio of residential mortgage-backed securities (“MBS”), consisting of agency MBS and private-label MBS. Agency MBS include residential mortgage pass-through certificates for which the principal and interest payments are guaranteed by a U.S. government agency or government sponsored enterprise (“GSE”), such as the Federal National Mortgage Association (“Fannie Mae”) ~~and~~, the Federal Home Loan Mortgage Corporation (“Freddie Mac”) and the Government National Mortgage Association (“Ginnie Mae”). Private-label MBS, or non-agency MBS, include residential MBS that are not guaranteed by a GSE or the U.S. government. As of ~~September~~June 30, ~~2017,~~2019, nearly all of our investment capital was allocated to agency MBS.

We leverage prudently our investment portfolio so as to increase potential returns to our shareholders. We fund our investments primarily through short-term financing arrangements, principally through repurchase agreements. We enter into various hedging transactions to mitigate the interest rate sensitivity of our cost of borrowing and the value of our MBS portfolio.

~~We are a Virginia corporation~~For our tax years ended December 31, 2018 and earlier, we were taxed as a C corporation for U.S. federal tax purposes. Commencing with our taxable year ending December 31, 2019, we intend to elect to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). As a REIT we will be required to distribute annually 90% of our REIT taxable income (subject to certain adjustments). So long as we continue to qualify as a REIT, we will generally not be subject to U.S. Federal or state corporate income taxes on our taxable income that we distribute to our shareholders on a timely basis. At present, it is our intention to distribute 100% of our taxable income, although we will not be required to do so. We intend to make distributions of our taxable income within the time limits prescribed by the Internal Revenue Code, which may extend into the subsequent taxable year.

We are ana Virginia corporation that is internally managed ~~company~~ and do not have an external investment advisor.

Factors that Affect our Results of Operations and Financial Condition

Our business is materially affected by a variety of industry and economic factors, including:

conditions in the global financial markets and economic conditions generally;

changes in interest rates and prepayment rates;

conditions in the residential real estate and mortgage markets;

actions taken by the U.S. government, U.S. Federal Reserve, the U.S. Treasury and foreign central banks;

changes in laws and regulations and industry practices; and

other market developments.

Current Market Conditions and Trends

Up until mid-September 2017, weakening inflation expectations, waning likelihood of potential pro-economic growth policies, rising geopolitical risks from North Korea and uncertainty of the economic impact from hurricane damage contributed to market participants lowering their expectations that the Federal Reserve would be able to raise interest rates one more time this calendar year, which collectively led to a bond market rally. Although the Federal Reserve kept the target federal funds rate unchanged following its September 20 meeting, the markets generally viewed the Federal Reserve’s commentary as hawkish based on the Federal Reserve’s commitment to raising the target federal funds rate in the near future and beginning its balance sheet normalization policy in October, which drove interest rates higher following the meeting with significantly increased expectations for an additional rate hike. Subsequent to September 30, 2017, a U.S. congressional path towards potential income tax reform has raised economic growth expectations driving interest rates higher.

~~During the third quarter of 2017, the~~The 10-year U.S. Treasury rate ~~rallied to a low of 2.04% in early September before ending at 2.33%~~was 2.01% as of ~~September~~June 30, ~~2017,~~2019, a ~~two~~40 basis point ~~increase~~decrease from ~~June 30, 2017. The~~the prior quarter end. Although the U.S. Treasury curve continues to remain relatively flat from a historical curve, the U.S. Treasury rate curve ~~continued to flatten~~steepened during the ~~third~~second quarter as the spread between the 2-year and 10-year U.S. Treasury rate ~~narrowed eight~~widened eleven basis ~~points.~~points with the decline in the short-end outpacing the long-end of the interest rate curve. The spread

between 10-year U.S. Treasury rates and interest rate swaps ~~tightened modestly by one~~

widened five basis ~~point~~points during the ~~third~~second quarter of ~~2017~~2019 with the 10-year swap rate ending at ~~2.29%~~1.96% as of June 30, 2019. During the second quarter of 2019, higher market volatility and other factors led to the spread between the market yield on ~~September 30, 2017.~~ ~~In this environment,~~agency MBS and benchmark interest rates widening modestly resulting in the ~~price~~pricing of agency MBS ~~outperformed U.S. Treasuries and~~underperforming interest rate ~~swaps resulting in spread tightening.~~hedges. In addition, lower mortgage rates have increased prepayment speed expectations of fixed-rate agency MBS. As a result, pay-up premiums for fixed-rate agency MBS backed by specified pools of mortgage loans selected for their lower propensity for prepayment increased meaningfully during the second quarter of 2019.

~~On September 20, 2017, the~~The Federal Open Market Committee (“FOMC”) announced on June 19, 2019 that it ~~was maintaining~~would maintain the target federal funds rate at the current range ~~at 1.00%~~of 2.25% to ~~1.25%~~2.50%. ~~The~~In its statement, the FOMC ~~commented that recent storm-related disruptions and rebuilding will affect~~stated it continues to view sustained expansion of economic activity, instrong labor market conditions, and inflation near the ~~near term,~~FOMC’s symmetric 2% objective as the most likely outcomes, but ~~past experiences suggest that the storms are unlikely to materially alter the course~~uncertainties about this outlook have increased. In light of ~~the national economy over the medium term. In its September 20, 2017 statement,~~these uncertainties and muted inflation pressures, the FOMC stated that it ~~continues~~will closely monitor the implications of incoming information for the economic outlook and will act as appropriate to ~~expect that,~~sustain the expansion, with ~~gradual adjustments~~a strong labor market and inflation near its symmetric 2% objective. Market reaction to the FOMC commentary was an increased expectation of rate cuts in the stance of monetary policy, economic activity will expand at a moderate pace, and labor market conditions will strengthen somewhat further. The FOMC also stated that it continues to expect inflation to remain somewhat below 2% in the near term but to stabilize around 2% over the medium term. The FOMC commented further that it expects that economic conditions will evolve in a manner that will warrant only gradual increases in thetarget federal funds ~~rate, and will likely remain, for some time, below levels that are expected to prevail in the longer run.~~rate. Based on federal fund futures prices, market participants currently ~~believe that there is a greater than 80% chance~~expect that the FOMC will ~~raise~~lower the ~~targeted~~target federal funds rate by 25approximately 75 basis points over the next six months.

Earlier in ~~December 2017. In~~the year after its ~~September~~March 20, ~~2017 statement,~~2019 meeting, the FOMC also ~~commented~~stated that ~~beginning in October 2017~~ it ~~will initiate~~would modify its previously announced balance sheet normalization ~~program~~policy of gradually ~~reducing~~decreasing its reinvestment ~~of principal payments~~ of U.S. Treasury securities and agency MBS. ~~Under its balance sheet normalization policy, principal payments received by the Federal Reserve would be reinvested only to the extent they exceed gradually rising caps until~~More specifically, the FOMC ~~determines~~stated that it intends to slow the ~~Federal Reserve is holding no more~~pace of reduction of its holdings of U.S. Treasury securities ~~than necessary to implement monetary policy efficiently and effectively.~~

The Chair of the Board of Governors of the Federal Reserve System has significant influence over monetary policy and is appointed by the U.S. President subject to confirmation by the U.S. Senate. The four-year term of the current Chair, Janet L. Yellen, ends on February 3, 2018. Bythrough the end of September 2019 with the ~~calendar year, President Trump is expected~~goal of generally maintaining its aggregate securities holdings thereafter; however, the FOMC stated that it intends to ~~nominate a Chair for a new four-year term and is considering several candidates, including Ms. Yellen. The selection~~continue to allow its holdings of agency MBS to decline with any principal payments from agency MBS reinvested in U.S. Treasury securities beginning in October 2019. At its June 19, 2019 meeting, the ~~Chair is being carefully watched by the market, particularly as it relates to policy rate~~FOMC reaffirmed its current path ~~and~~of balance sheet ~~normalization pace.~~ normalization.

~~Prepayment~~During the second quarter of 2019, prepayment speeds in the fixed-rate 30-year residential mortgage market ~~during the third quarter~~ increased meaningfully from the prior ~~quarter driven by several periods of interest rate rallies over the last couple of quarters as well as continued home price appreciation and wage growth. Looking forward, near term prepayment~~quarter. Prepayment speeds are expected to ~~moderate due~~remain elevated in the near term in response to the ~~current interest~~decline in mortgage rates as a result of the decrease in the 10-year U.S. Treasury rate ~~environment and normal seasonal impact.~~

during 2019. Housing prices continue to ~~improve~~increase at a pace in excess of the rate of inflation as evidenced by the S&P CoreLogic Case-Shiller U.S. National Home Price NSA index reporting a ~~5.9%~~3.5% annual gain in ~~July 2017 and~~April 2019. Although year-over-year price gains remain positive, the ~~overall index reaching~~recent pace of home price gains has continued a trend of broad-based price moderation toward historical high. Housing prices continue to rise faster than inflation as the demand for homes has exceeded the supply of homes driven by low inventories of new or existing homes for sale as well as affordable available financing from historically low mortgage rates. Looking forward, housing prices are expected to face two contradicting challenges in the near future. Rebuilding following hurricanes across Texas, Florida and other parts of the south are expected to lead to further housing supply pressures while Federal Reserve balance sheet normalization policies may push mortgage rates upwards.

long-term average home price appreciation.

The following table presents certain key market data as of the dates indicated:

		September 30, 2016			December 31, 2016			March 31, 2017			June 30, 2017			September 30, 2017			Change - Third Quarter 2017				June 30, 2018			September 30, 2018			December 31, 2018			March 31, 2019			June 30, 2019			Change - Second Quarter 2019

30-Year FNMA Fixed Rate MBS ⁽¹⁾	30-Year FNMA Fixed Rate MBS ⁽¹⁾																			30-Year FNMA Fixed Rate MBS ⁽¹⁾
	3.0%	$	103.98		$	99.20		$	99.23		$	99.83		$	100.27		$	0.44
	3.5%		105.55			102.33			102.36			102.67			103.05			0.38
	4.0%		107.42			104.98			104.95			105.14			105.27			0.13
	4.5%		109.55			107.39			107.30			107.27			107.33			0.06
3.0%																				3.0%	$	96.80		$	95.64		$	97.36		$	99.58		$	100.80		$	1.22
3.5%																				3.5%		99.45			98.39			99.83			101.39			102.20			0.81
4.0%																				4.0%		101.92			100.95			101.83			102.86			103.33			0.47
4.5%																				4.5%		104.08			103.14			103.45			104.17			104.48			0.31

U.S. Treasury Rates (UST)	U.S. Treasury Rates (UST)																			U.S. Treasury Rates (UST)
2-year UST	2-year UST		0.76	%		1.19	%		1.26	%		1.38	%		1.48	%		0.10	%	2-year UST		2.53	%		2.82	%		2.49	%		2.26	%		1.75	%		(0.51	)
3-year UST	3-year UST		0.88	%		1.45	%		1.49	%		1.55	%		1.62	%		0.07	%	3-year UST		2.62	%		2.88	%		2.46	%		2.21	%		1.71	%		(0.50	)
5-year UST	5-year UST		1.15	%		1.93	%		1.92	%		1.89	%		1.94	%		0.05	%	5-year UST		2.74	%		2.95	%		2.51	%		2.23	%		1.77	%		(0.46	)
7-year UST	7-year UST		1.42	%		2.25	%		2.21	%		2.14	%		2.17	%		0.03	%	7-year UST		2.82	%		3.02	%		2.59	%		2.31	%		1.88	%		(0.43	)
10-year UST	10-year UST		1.60	%		2.45	%		2.39	%		2.31	%		2.33	%		0.02	%	10-year UST		2.86	%		3.06	%		2.69	%		2.41	%		2.01	%		(0.40	)
30-year UST																				30-year UST		2.99	%		3.21	%		3.02	%		2.82	%		2.53	%		(0.29	)
2-year UST to 10-year UST spread	2-year UST to 10-year UST spread		0.84	%		1.26	%		1.13	%		0.93	%		0.85	%		(0.08	)%	2-year UST to 10-year UST spread		0.33			0.24			0.20			0.15			0.26			0.11

Interest Rate Swap Rates	Interest Rate Swap Rates																			Interest Rate Swap Rates
2-year swap	2-year swap		1.01	%		1.45	%		1.62	%		1.62	%		1.74	%		0.12	%	2-year swap		2.81	%		2.99	%		2.66	%		2.38	%		1.81	%		(0.57	)
3-year swap	3-year swap		1.07	%		1.69	%		1.81	%		1.75	%		1.86	%		0.11	%	3-year swap		2.86	%		3.05	%		2.59	%		2.31	%		1.74	%		(0.57	)
5-year swap	5-year swap		1.18	%		1.98	%		2.05	%		1.96	%		2.00	%		0.04	%	5-year swap		2.89	%		3.07	%		2.57	%		2.28	%		1.77	%		(0.51	)
7-year swap	7-year swap		1.30	%		2.16	%		2.22	%		2.11	%		2.14	%		0.03	%	7-year swap		2.90	%		3.09	%		2.62	%		2.32	%		1.84	%		(0.48	)
10-year swap	10-year swap		1.46	%		2.34	%		2.38	%		2.28	%		2.29	%		0.01	%	10-year swap		2.93	%		3.12	%		2.71	%		2.41	%		1.96	%		(0.45	)
30-year swap																				30-year swap		2.93	%		3.13	%		2.84	%		2.58	%		2.21	%		(0.37	)
2-year swap to 2-year UST spread	2-year swap to 2-year UST spread		0.25	%		0.26	%		0.36	%		0.24	%		0.26	%		0.02	%	2-year swap to 2-year UST spread		0.28			0.17			0.17			0.12			0.06			(0.06	)
10-year swap to 10-year UST spread	10-year swap to 10-year UST spread		(0.14	)%		(0.11	)%		(0.01	)%		(0.03	)%		(0.04	)%		(0.01	)%	10-year swap to 10-year UST spread		0.07			0.06			0.02			-			(0.05	)		(0.05	)

London Interbank Offered Rates (LIBOR)	London Interbank Offered Rates (LIBOR)																			London Interbank Offered Rates (LIBOR)
1-month LIBOR	1-month LIBOR		0.53	%		0.77	%		0.98	%		1.22	%		1.23	%		0.01	%	1-month LIBOR		2.09	%		2.26	%		2.50	%		2.49	%		2.40	%		(0.09	)
3-month LIBOR	3-month LIBOR		0.85	%		1.00	%		1.15	%		1.30	%		1.33	%		0.03	%	3-month LIBOR		2.34	%		2.40	%		2.81	%		2.60	%		2.32	%		(0.28	)

⁽¹⁾	Generic 30-year FNMA TBA price information, sourced from Bloomberg, provided for illustrative purposes only and is not meant to be reflective of the fair value of securities held by the Company.

Recent ~~Government~~Regulatory Activity

Fannie Mae and Freddie Mac commenced their “Single Security Initiative” on June 3, 2019. The Single Security Initiative is a joint initiative of Fannie Mae and Freddie Mac, under the direction of the Federal Housing Finance Committee, to develop a common MBS (referred to as a “Uniform MBS” or “UMBS”) to ultimately facilitate the combination of the separate TBA markets of each of the respective GSEs into a single, larger and more liquid market. Existing Freddie Mac pass-through MBS have a 45-day delay remittance cycle, in which principal and interest payments are remitted to holders 45 days after such payments are due on the underlying mortgage loans, while Fannie Mae MBS have a 55-day delay remittance cycle. As a means to conform existing Freddie Mac MBS to Fannie Mae MBS, beginning on May 7, 2019, Freddie Mac will offer holders of existing Freddie Mac MBS the option to exchange their 45-day delay MBS for a 55-day delay “mirror” MBS which is ultimately collateralized by the same pool of loans as the original 45-day delay MBS for which it was exchanged. For each 45-day MBS that a holder elects to exchange, at the time of the exchange, Freddie Mac will provide an upfront cash payment to the holder as compensation for the prospective 10-day monthly payment delay. We may elect to exchange some, or potentially all, of our existing Freddie Mac 45-day delay MBS for mirror 55-day delay MBS, depending upon our evaluation of the economics of the compensation payment, among other considerations. Any exchanges of Freddie Mac MBS that we may ultimately elect to perform are not expected to materially impact our financial performance or operations.

Uncertainty over the new administration’s policies, together with questions regarding the administration’s ability to work with Congress in order to implement such policies, are likely to increase market and credit volatility over the remainder of 2017 and into 2018. We expect vigorous debate and discussion in a number of areas, including residential housing and mortgage reform, ~~taxation,~~ fiscal policy, monetary policy and healthcare, to continue over the next few years; however, we cannot be certain if or when any specific proposal or policy might be announced, emerge from committee or be approved by Congress, and if so, what the effects on us may be.

On July 27, 2017, the U.K. Financial Conduct Authority announced that it intends to stop persuading or compelling banks to submit LIBOR rates after 2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large US financial institutions, is considering replacing U.S. dollar LIBOR with the Secured Overnight Financing Rate (“SOFR”), a new index calculated by short-term repurchase agreements, backed by Treasury securities. The Federal Reserve Bank of New York began publishing SOFR rates in April 2018. The market transition away from LIBOR and towards SOFR is expected to be gradual and complicated. There are significant differences between LIBOR and SOFR, such as LIBOR being an unsecured lending rate and SOFR a secured lending rate, and SOFR is an overnight rate and LIBOR reflects term rates at different

maturities. These and other differences create the potential for basis risk between the two rates. The impact of any basis risk between LIBOR and SOFR may negatively affect our operating results. Any of these alternative methods may result in interest rates that are higher than if LIBOR were available in its current form, which could have a material adverse effect on results.

At this time, it is not possible to predict the effect of any such changes, any establishment of alternative reference rates or any other reforms to LIBOR that may be implemented in the U.K. or elsewhere. Uncertainty as to the nature of such potential changes, alternative reference rates or other reforms may adversely affect the market for or value of any securities on which the interest or dividend is determined by reference to LIBOR, loans, derivatives and other financial obligations or on our overall financial condition or results of operations. More generally, any of the above changes or any other consequential changes to LIBOR or any other “benchmark” as a result of international, national or other proposals for reform or other initiatives or investigations, or any further uncertainty in relation to the timing and manner of implementation of such changes, could have a material adverse effect on the value of and return on any securities based on or linked to a “benchmark.”

Executive Summary

As of September 30, 2017, the Company’s book value was $13.71 per common share, an increase of 1.7% from $13.48 per common share as of June 30, 2017. The Company’s tangible book value, which is calculated as shareholders’ equity less the Company’s net deferred tax asset and the liquidation preference of all issued and outstanding shares of preferred stock, was $12.88 per common share as of September 30, 2017, an increase of 2.6% from $12.55 per common share as of June 30, 2017. For the quarter ended September 30, 2017, the Company declared a dividend of $0.55 per common share, resulting in an annualized economic return of 28.0% measured as the change in tangible book value plus dividends declared during the quarter.

For the third quarter of 2017, the Company had net income of $0.85 per diluted common share compared to a net loss of $0.74 per diluted common share in the prior quarter. The Company had non-GAAP core operating income of $0.52 per diluted common share for the third quarter of 2017 compared to $0.58 per diluted common share in the prior quarter. The third quarter 2017 net interest income and non-GAAP core operating income were impacted by higher prepayment speeds resulting in lower asset yields, lower weighted-average leverage and investment volumes and higher net funding costs. For further information on the use of non-GAAP core operating income, see “Management’s Discussion and Analysis of Financial Condition and Results of Operation – Non-GAAP Core Operating Income.”

Since the Company’s fixed-rate agency MBS have generally been purchased at a premium to par value, high prepayments can have a negative impact on the Company’s asset yields and interest income, while slow prepayments can have a positive impact. The actual constant prepayment rate (“CPR”) for the Company’s agency MBS increased to 10.29% for the third quarter of 2017 from

~~9.03% in the prior quarter. The average agency MBS yield was 2.80% for the third quarter of 2017 compared to 2.85% for the second quarter of 2017.~~

The Company’s average cost of repurchase agreement funding during the quarter ended September 30, 2017 was 1.31%, an increase of 23 basis points from the prior quarter attributable primarily to the increase in benchmark short-term rates driven by the Federal Reserve 25 basis point rate increase in June 2017.

As of September 30, 2017, the Company’s agency investment portfolio totaled $5,389 million, comprised of $3,994 million of specified agency MBS and $1,395 million of net long TBA agency MBS. During the third quarter of 2017, the Company increased its net long TBA agency MBS position while reducing its specified agency MBS position as the implied net interest rate spread return opportunity of TBA dollar rolls was moderately higher than the net spread returns of specified agency MBS financed with repurchase agreements. During the third quarter of 2017, the Company lowered its allocation of agency MBS investments in 4.0% coupon securities while increasing its allocation towards lower 3.0% and 3.5% coupon securities to take advantage of higher expected return opportunities.

The Company continues to maintain a substantial hedge position with the intent to protect the Company’s capital and earnings potential against increased interest rates over the long-term. As of September 30, 2017, the Company’s interest rate hedge position consisted primarily of interest rate swaps along with 10-year U.S. Treasury note futures. The Company’s average notional of its interest rate swaps and 10-year U.S. Treasury futures as a percentage of its average repurchase agreement financing and TBA commitments increased to 78% for the quarter ended September 30, 3017 compared to 74%following are some key financial highlights for the quarter ended June 30, ~~2017. The~~2019:

$7.80 per common share of book value as of June 30, 2019, a decrease of 10.3% from the prior quarter end, primarily driven by a net investment loss on the Company’s ~~weighted average net pay rate~~hedged investment portfolio due to the underperformance of the pricing of the Company’s agency MBS investments relative to its interest rate ~~swap agreements was 0.47% during~~hedges due to MBS spread widening

$0.225 per common share dividend, resulting in an economic loss of 7.8% measured as the ~~third quarter of 2017 compared to 0.62% during the second quarter of 2017.~~

We believe our hedging strategy will continue to enable the Company to maintain an attractive return on its agency MBS portfolio in order to produce resilient and predictable net interest income and non-GAAP core operating income that supports attractive dividends to our shareholders. In a volatile interest rate and wider spread environment, this hedging strategy will likely result in a temporary decline in book value. However, the Company would expect temporary declineschange in book value per common share plus dividends declared during the quarter

$0.67 per diluted common share of GAAP net loss

•	$0.23 per diluted common share of non-GAAP core operating income ⁽¹⁾

Net interest income of $6.6 million compared to ~~be recovered over time either through higher future spread earnings if spreads remain wide, or through a reversal~~$7.9 million in the first quarter of temporary declines in book value if future interest rate volatility is low and spreads narrow. The consistent execution of our hedging strategy may also result in an increase in leverage during periods of temporary declines in book value or decreases in leverage during periods of temporary increases in book value.2019, driven primarily by:

lower weighted average agency MBS asset yields (3.21% versus 3.36%) due primarily to an increase in prepayment rates (10.16% versus 7.55%, annualized), partially offset by

a 4 basis point decrease in weighted average short-term secured financing costs

•	Economic net interest income, which includes TBA dollar roll income and net interest income earned or expense incurred from interest rate swaps, of $12.3 million compared to $14.1 million in the first quarter of 2019 ⁽¹⁾

The Company continues to utilize its tax benefits afforded to it as a C-corporation that allow it to shield substantially all of its income from the payment of cash taxes. As of September 30, 2017, the Company had estimated NOL carry-forwards of $69.7 million, NCL carry-forwards of $309.8 million and alternative minimum tax (“AMT”) credit carry-forwards of $9.0 million. From a GAAP accounting perspective, the Company had a net deferred tax asset of $23.5 million, or $0.83 per share, as of September 30, 2017. As of September 30, 2017, the valuation allowance reflects a full valuation allowance against its deferred tax assets that are expected to be capital in tax nature while its remaining unreserved net deferred tax asset represents its deferred tax assets that are expected to be ordinary in tax nature.

⁽¹⁾	For further information on the use of non-GAAP core operating income and economic net interest income, which are non-GAAP financial measures, see “Management’s Discussion and Analysis of Financial Condition and Results of Operation – Non-GAAP Core Operating Income.”

Portfolio Overview

The following table summarizes our MBS investment portfolio at fair value as of ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016~~2018 (dollars in thousands):

	September 30, 2017		December 31, 2016		June 30, 2019		December 31, 2018
Specified agency MBS	$	3,994,515	$	3,909,452	$	3,414,580	$	3,982,106
Inverse interest-only agency MBS		—		1,923
Total agency MBS		3,994,515		3,911,375
Net long agency TBA dollar roll positions ⁽¹⁾		1,394,553		720,027		550,984		—
Total agency investment portfolio		5,389,068		4,631,402		3,965,564		3,982,106
Private-label MBS		—		1,173
Private-label interest-only MBS		54		93		26		24
Total private-label investment portfolio		54		1,266
Total MBS investment portfolio	$	5,389,122	$	4,632,668	$	3,965,590	$	3,982,130

⁽¹⁾	Represents the fair value of the agency MBS which underlie our TBA forward purchase and sale commitments executed as dollar roll transactions. In accordance with GAAP, our TBA forward purchase and sale commitments are reflected on the

consolidated balance sheets as a component of “derivative assets, at fair value” and “derivative liabilities, at fair value,” with a collective net ~~liability carrying value of $7,146 and a net~~ asset carrying value of ~~$1,156~~$1,980 and $438 as of ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, respectively.

Agency MBS Investment Portfolio

Our specified agency MBS consisted of the following as of ~~September~~June 30, ~~2017~~2019 (dollars in thousands):

	Unpaid Principal Balance		Net Unamortized Purchase Premiums		Amortized Cost Basis		Net Unrealized Gain (Loss)			Fair Value		Market Price		Coupon			Weighted Average Expected Remaining Life		Unpaid Principal Balance		Net Unamortized Purchase Premiums		Amortized Cost Basis		Net Unrealized Gain (Loss)		Fair Value		Market Price		Coupon			Weighted Average Expected Remaining Life
30-year fixed rate:
3.5%	$	1,276,307	$	61,850	$	1,338,157	$	(17,101	)	$	1,321,056	$	103.51		3.50	%		6.9	$	388,090	$	8,866	$	396,956	$	2,239	$	399,195	$	102.86		3.50	%		5.0
4.0%		2,379,630		137,540		2,517,170		6,242			2,523,412		106.04		4.00	%		6.1		1,973,458		86,919		2,060,377		17,963		2,078,340		105.31		4.00	%		5.4
4.5%		139,128		10,668		149,796		230			150,026		107.83		4.50	%		4.5		875,207		42,723		917,930		19,101		937,031		107.06		4.50	%		4.8
5.5%		20		—		20		1			21		111.73		5.50	%		5.6		12		—		12		2		14		111.38		5.50	%		5.5
Total/weighted-average	$	3,795,085	$	210,058	$	4,005,143	$	(10,628	)	$	3,994,515		105.25		3.85	%		6.3	$	3,236,767	$	138,508	$	3,375,275	$	39,305	$	3,414,580	$	105.49		4.08	%		5.2

	Unpaid Principal Balance		Net Unamortized Purchase Premiums		Amortized Cost Basis		Net Unrealized Gain (Loss)			Fair Value		Market Price		Coupon			Weighted Average Expected Remaining Life	Unpaid Principal Balance		Net Unamortized Purchase Premiums		Amortized Cost Basis		Net Unrealized Gain		Fair Value		Market Price		Coupon			Weighted Average Expected Remaining Life
Fannie Mae	$	1,853,391	$	102,395	$	1,955,786	$	(9,994	)	$	1,945,792	$	104.99		3.80	%	6.3	$	1,616,831	$	70,474	$	1,687,305	$	21,037	$	1,708,342	$	105.66		4.10	%		5.3
Freddie Mac		1,941,694		107,663		2,049,357		(634	)		2,048,723		105.51		3.90	%	6.3		1,619,936		68,034		1,687,970		18,268		1,706,238		105.33		4.05	%		5.2
Total/weighted-average	$	3,795,085	$	210,058	$	4,005,143	$	(10,628	)	$	3,994,515		105.25		3.85	%	6.3	$	3,236,767	$	138,508	$	3,375,275	$	39,305	$	3,414,580	$	105.49		4.08	%		5.2

The actual ~~CPR~~constant prepayment rate for the Company’s agency MBS was ~~10.29%~~10.16% for the three months ended ~~September~~June 30, ~~2017.~~2019. As of ~~September~~June 30, ~~2017,~~2019, the Company’s agency MBS was comprised of securities specifically selected for their relatively lower propensity for prepayment, which includes approximately ~~90%~~87% in specified pools of low balance loans while the remainder includes specified pools of loans originated in certain geographical areas, loans refinanced through the U.S. Government sponsored Home Affordable Refinance Program ~~(“HARP”)~~ or with other characteristics selected for their relatively lower propensity for prepayment.

Our agency MBS investment portfolio also includes net long TBA positions, which are primarily the result of executing sequential series of “dollar roll” transactions that are settled on a net basis. In accordance with GAAP, we account for our net long TBA positions as derivative instruments. Information about the Company’s net long TBA positions as of ~~September~~June 30, ~~2017~~2019 is as follows (dollars in thousands):

Notional Amount:

Net Long (Short)

Implied

Implied

Net Carrying

Position ⁽¹⁾

Cost Basis ⁽²⁾

Fair Value ⁽³⁾

Amount ⁽⁴⁾

3.0% coupon purchase commitments

$
200,000

$
202,258

$
200,563

$
(1,695
)
3.5% coupon purchase commitments

1,005,000

1,040,762

1,036,092

(4,670
)
4.0% coupon purchase commitments

250,000

263,929

263,164

(765
)
4.0% coupon sale commitments

(100,000
)

(105,250
)

(105,266
)

(16
)
Total net long agency TBA dollar roll positions

$
1,355,000

$
1,401,699

$
1,394,553

$
(7,146
)

	Notional Amount:
	Net Long (Short)			Implied			Implied			Net Carrying
	Position ⁽¹⁾			Cost Basis ⁽²⁾			Fair Value ⁽³⁾			Amount ⁽⁴⁾
2.5% 30-year MBS purchase commitments	$	300,000		$	297,223		$	297,625		$	402
2.5% 30-year MBS sale commitments		(100,000	)		(99,141	)		(99,266	)		(125	)
3.0% 30-year MBS purchase commitments		550,000			552,039			554,383			2,344
3.0% 30-year MBS sale commitments		(350,000	)		(351,324	)		(352,789	)		(1,465	)
3.5% 30-year MBS purchase commitments		300,000			305,703			306,656			953
3.5% 30-year MBS sale commitments		(50,000	)		(51,062	)		(51,109	)		(47	)
4.0% 30-year MBS purchase commitments		300,000			309,699			310,078			379
4.0% 30-year MBS sale commitments		(300,000	)		(310,164	)		(310,094	)		70
4.5% 30-year MBS purchase commitments		150,000			156,773			156,750			(23	)
4.5% 30-year MBS sale commitments		(250,000	)		(260,742	)		(261,250	)		(508	)
Total net long agency TBA dollar roll positions	$	550,000		$	549,004		$	550,984		$	1,980

⁽¹⁾	“Notional amount” represents the unpaid principal balance of the underlying agency MBS.

⁽²⁾	“Implied cost basis” represents the contractual forward price for the underlying agency MBS.

⁽³⁾	“Implied fair value” represents the current fair value of the underlying agency MBS.

⁽⁴⁾

“Net carrying amount” represents the difference between the implied cost basis and the current fair value of the underlying agency MBS. This amount is reflected on the Company’s consolidated balance sheets as a component of “derivative assets, at fair value” and “derivative liabilities, at fair value.”

Economic Hedging Instruments

The Company attempts to hedge a portion of its exposure to interest rate fluctuations associated with its agency MBS primarily through the use of interest rate ~~derivatives.~~hedging instruments. Specifically, these interest rate ~~derivatives~~hedging instruments are intended to economically hedge changes, attributable to changes in benchmark interest rates, in agency MBS fair values and future interest cash flows on the Company’s short-term financing arrangements. As of ~~September~~June 30, ~~2017,~~2019, the interest rate ~~derivative~~hedging instruments primarily used by the Company were centrally cleared interest rate swap agreements and exchange-traded 10-year U.S. Treasury note ~~futures and options on 10-year U.S. Treasury note futures, and options on agency MBS.~~futures.

The Company’s interest rate swap agreements represent agreements to make semiannual interest payments based upon a fixed interest rate and receive quarterly variable interest payments based upon the prevailing three-month LIBOR on the date of reset. Information about the Company’s outstanding interest rate swap agreements in effect as of ~~September~~June 30, ~~2017 is as follows (dollars in thousands):~~

The Company also has forward-starting interest rate swap agreements as of September 30, 2017 which have effective dates in early October 2017 and mature two years from their respective effective dates. The effective dates of these forward-starting interest rate swap agreements were set to occur within reasonable proximity to the maturity dates of certain of the Company’s existing interest rate swap agreements, economically extending the life of the maturing instruments. Information about the Company’s forward-starting interest rate swap agreements as of September 30, 20172019 is as follows (dollars in thousands):

Weighted-average:

Notional Amount

Fixed Pay Rate

Term After Effective Date (Years)

Fair Value

Effective in October 2017

$
250,000

1.12
%

2.0

$
94

			Weighted-average:
	Notional Amount		Fixed Pay Rate			Variable Receive Rate			Net Receive (Pay) Rate			Remaining Life (Years)
Years to maturity:
Less than 3 years	$	1,675,000		1.64	%		2.46	%		0.82	%		1.5
3 to less than 7 years		500,000		1.67	%		2.40	%		0.73	%		6.1
7 to less than 10 years		400,000		2.88	%		2.52	%		(0.36	)%		9.4
10 or more years		25,000		2.96	%		2.42	%		(0.54	)%		28.7
Total / weighted-average	$	2,600,000		1.85	%		2.46	%		0.61	%		3.9

In addition to interest rate swap agreements, the Company also has exchange-traded ~~10-year~~ U.S. Treasury note futures that are short positions that mature on a quarterly basis. Upon the maturity date of these futures contracts in ~~December 2017,~~September 2019, the Company has the option to either net settle each contract in cash in an amount equal to the difference between the current fair value of the underlying ~~10-year~~ U.S. Treasury note and the contractual sale price inherent to the futures contract, or to physically settle the contract by delivering the underlying ~~10-year~~ U.S. Treasury note. Information about the Company’s outstanding ~~10-year~~ U.S. Treasury note futures contracts as of ~~September~~June 30, ~~2017~~2019 is as follows (dollars in thousands):

Maturity Date

Notional Amount

Net Fair Value

December 2017

$
350,000

$
820

In addition to exchange-traded 10-year U.S. Treasury note futures, the Company purchases and sells exchange-traded options on 10-year U.S. Treasury note futures contracts with the objective of economically hedging a portion of the sensitivity of its investments in agency MBS to significant changes in interest rates. The Company may purchase put options which provide the Company with the right to sell 10-year U.S. Treasury note futures to a counterparty, and the Company may also write call options that provide a counterparty with the option to buy 10-year U.S. Treasury note futures from the Company. In order to limit its exposure on its interest rate derivative instruments from a significant decline in long-term interest rates, the Company may also purchase contracts that provide the Company with the option to buy, or call, 10-year U.S. Treasury note futures from a counterparty. The options may be exercised at any time prior to their expiry, and if exercised, may be net settled in cash or through physical receipt or delivery of the underlying futures contracts.

~~Information about the Company’s outstanding options on 10-year U.S. Treasury note futures contracts as of September 30, 2017 is as follows (dollars in thousands):~~

Notional Amount

Weighted-average Strike Price

Implied Strike
Rate ⁽¹⁾

Net Fair Value

Purchased call options:

October 2017 expiration

$
150,000

133.0

1.49
%

$
1

⁽¹⁾	~~The implied strike rate is estimated based upon the weighted average strike price per option contract and the price of an equivalent 10-year U.S. Treasury note futures contract.~~

		Maturity Date		Notional Amount
10-year U.S. Treasury note futures		September 2019		$	155,000

Results of Operations

Net Interest Income

Net interest income determined in accordance with GAAP primarily represents the interest income recognized from our investments in specified agency MBS and private-label MBS (including the amortization of purchase premiums and accretion of purchase discounts), net of the interest expense incurred from repurchase agreement financing arrangements or other short- and long-term borrowing transactions.

Net interest income determined in accordance with GAAP does not include TBA agency MBS dollar roll income, which we believe represents the economic equivalent of net interest income generated from our investments in non-specified fixed-rate agency MBS, nor does it include the ~~implied~~ net interest income or expense of our interest rate swap agreements, which are not designated as hedging instruments for financial reporting purposes. In our consolidated statements of comprehensive income prepared in accordance with GAAP, TBA agency MBS dollar roll income and the ~~implied~~ net interest income or expense ~~incurred~~ from our interest rate swap agreements are reported as a component of the overall periodic change in the fair value of derivative instruments within the line item “gain (loss) from derivative instruments, net” of the “investment gain (loss), net” section.

Investment Gain (Loss), Net

“Investment gain (loss), net” primarily consists of periodic changes in the fair value (whether realized or unrealized) of investments in MBS classified as trading securities and periodic changes in the fair value (whether realized or unrealized) of derivative instruments, gains (losses) realized upon the sale of investments in MBS classified as available-for-sale, and other-than-temporary impairment charges for investments in MBS classified as available-for-sale.instruments.

General and Administrative Expenses

“Compensation and benefits expense” includes base salaries, annual cash incentive compensation, and non-cash stock-based compensation. Annual cash incentive compensation is based on meeting estimated annual performance measures and discretionary components. Non-cash stock-based compensation includes expenses associated with stock-based awards granted to employees, including the Company’s performance share units to ~~named~~ executive officers that are earned only upon the attainment of Company performance measures over the relevant measurement period.

“Other general and administrative expenses” primarily consists of the following:

professional services expenses, including accounting, legal, and consulting fees;

insurance expenses, including liability and property insurance;

occupancy and equipment expense, including rental costs for our facilities, and depreciation and amortization of equipment and software;

•

~~occupancy and equipment expense, including rental costs for our facilities, and depreciation and amortization of equipment and software;~~

fees and commissions related to transactions in interest rate derivative instruments;

Board of Director fees; and

other operating expenses, including information technology expenses, business development costs, public company reporting expenses, proxy solicitation expenses, ~~business licenses and taxes,~~corporate registration fees, office supplies and other miscellaneous expenses.

Three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 compared to the three and ~~nine~~six months ended ~~September~~June 30, ~~2016~~2018

The following table presents the net income (loss) available (attributable) to common stock reported for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016,~~2018, respectively (dollars in thousands, except per share amounts):

	Three Months Ended September 30,					Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016		2017			2016			2019			2018			2019			2018
Interest income	$	28,835		$	25,654	$	90,639		$	80,759		$	32,717		$	30,055		$	66,549		$	60,915
Interest expense		13,968			7,390		36,562			20,786			26,135			19,193			52,050			35,749
Net interest income		14,867			18,264		54,077			59,973			6,582			10,862			14,499			25,166
Investment gain (loss), net		13,368			20,722		(4,364	)		(38,115	)
Investment advisory fee income													—			—			250			—
Investment loss, net													(26,683	)		(4,516	)		(12,880	)		(52,655	)
General and administrative expenses		4,544			4,630		13,623			16,637			(3,424	)		(3,461	)		(7,800	)		(7,758	)
Income before income taxes		23,691			34,356		36,090			5,221
(Loss) income before income taxes													(23,525	)		2,885			(5,931	)		(35,247	)
Income tax provision		823			15,543		25,896			5,132			—			6,493			—			24,744
Net income		22,868			18,813		10,194			89
Net loss													(23,525	)		(3,608	)		(5,931	)		(59,991	)
Dividend on preferred stock		(83	)		—		(118	)		—			(774	)		(149	)		(1,052	)		(286	)
Net income available to common stock	$	22,785		$	18,813	$	10,076		$	89
Diluted earnings per common share	$	0.85		$	0.81	$	0.40		$	—
Net loss attributable to common stock												$	(24,299	)	$	(3,757	)	$	(6,983	)	$	(60,277	)
Diluted loss per common share												$	(0.67	)	$	(0.13	)	$	(0.20	)	$	(2.14	)
Weighted-average diluted common shares outstanding		26,856			23,349		25,143			23,154			36,533			28,210			34,803			28,204

GAAP Net Interest Income

Net interest income determined in accordance with GAAP (“GAAP net interest income”) decreased ~~$3.4~~$4.3 million, or ~~18.6%~~39.4%, from ~~$18.3~~$10.9 million for the three months ended ~~September~~June 30, ~~2016~~2018 to ~~$14.9~~$6.6 million for the three months ended ~~September~~June 30, ~~2017~~2019 and decreased ~~$5.9~~$10.7 million, or ~~9.8%~~42.5%, from ~~$60.0~~$25.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2018 to ~~$54.1~~$14.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~ 2019.

The decrease from the comparative periods is primarily attributable to 62 and 43 basis point increases for the three and nine months ended September 30, 2017, respectively, in the average interest costs of our short-term secured financing arrangements due primarily to an increase in prevailing benchmark short-term interest rates, partially offset by an increase in the average balance and asset yields of our specified agency MBS.to:

•

a 68 and 86 basis point increase for the three and six months ended June 30, 2019, respectively, in the average interest costs of our short-term secured financing arrangements due primarily to increases in prevailing benchmark short-term interest rates, partially offset by

•

a 21 and 29 basis point increase for the three and six months ended June 30, 2019, respectively, in the average asset yields of our specified agency MBS due to reinvestments from portfolio repositioning and monthly paydowns into

higher current investment yields as a result of a rise in long-term interest rates and widening agency MBS spreads as well as a modest reduction in prepayment rates.

The components of GAAP net interest income from our MBS portfolio ~~excluding interest expense on long-term unsecured debt, are~~is summarized in the following tables for the periods indicated (dollars in thousands):

	Three Months Ended September 30,																Three Months Ended June 30,
	2017								2016								2019								2018
	Average		Income			Yield			Average		Income			Yield			Average		Income			Yield			Average		Income			Yield
	Balance		(Expense)			(Cost)			Balance		(Expense)			(Cost)			Balance		(Expense)			(Cost)			Balance		(Expense)			(Cost)
Agency MBS	$	4,104,083	$	28,771			2.80	%	$	3,683,418	$	23,917			2.60	%	$	4,025,014	$	32,275			3.21	%	$	3,993,901	$	29,940			3.00	%
Private-label MBS		127		2			6.20	%		57,240		1,655			11.57	%
Other		—		62						—		82						—		442						—		115
	$	4,104,210		28,835			2.81	%	$	3,740,658		25,654			2.74	%	$	4,025,014		32,717			3.25	%	$	3,993,901		30,055			3.01	%
Short-term secured debt	$	3,819,095		(12,748	)		(1.31	)%	$	3,519,719		(6,193	)		(0.69	)%	$	3,728,583		(24,866	)		(2.64	)%	$	3,619,483		(17,936	)		(1.96	)%
Net interest income/spread			$	16,087			1.50	%			$	19,461			2.05	%
Net interest margin							1.57	%							2.08	%
Long-term unsecured debt																		74,197		(1,269	)		(6.84	)%		73,973		(1,257	)		(6.80	)%
																	$	3,802,780		(26,135	)		(2.72	)%	$	3,693,456		(19,193	)		(2.06	)%
Net interest income/spread ⁽¹⁾																			$	6,582			0.61	%			$	10,862			1.05	%
Net interest margin ⁽¹⁾																							0.78	%							1.21	%

	Six Months Ended June 30,
	2019								2018
	Average		Income			Yield			Average		Income			Yield
	Balance		(Expense)			(Cost)			Balance		(Expense)			(Cost)
Agency MBS	$	4,011,527	$	65,845			3.28	%	$	4,061,987	$	60,665			2.99	%
Other		—		704						—		250
	$	4,011,527		66,549			3.32	%	$	4,061,987		60,915			3.00	%
Short-term secured debt	$	3,704,506		(49,509	)		(2.66	)%	$	3,675,051		(33,261	)		(1.80	)%
Long-term unsecured debt		74,169		(2,541	)		(6.85	)%		73,945		(2,488	)		(6.73	)%
	$	3,778,675		(52,050	)		(2.74	)%	$	3,748,996		(35,749	)		(1.90	)%
Net interest income/spread ⁽¹⁾			$	14,499			0.66	%			$	25,166			1.20	%
Net interest margin ⁽¹⁾							0.85	%							1.36	%

(1)

Net interest income/spread and net interest margin excludes interest on long-term unsecured debt.

Nine Months Ended September 30,

2017

2016

Average

Income

Yield

Average

Income

Yield

Balance

(Expense)

(Cost)

Balance

(Expense)

(Cost)

Agency MBS

$
4,253,432

$
90,454

2.84
%

$
3,537,307

$
72,980

2.75
%
Private-label MBS

1,009

82

10.78
%

96,983

7,437

10.22
%
Other

—

103

—

342

$
4,254,441

90,639

2.84
%

$
3,634,290

80,759

2.96
%
Short-term secured debt

$
3,956,579

(32,921
)

(1.10
)%

$
3,392,078

(17,202
)

(0.67
)%
Net interest income/spread

$
57,718

1.74
%

$
63,557

2.29
%
Net interest margin

1.81
%

2.33
%

The effects of changes in the composition of our investments on our GAAP net interest income from our MBS investment activities are summarized below (dollars in thousands):

	Three Months Ended September 30, 2017									Nine Months Ended September 30, 2017									Three Months Ended June 30, 2019									Six Months Ended June 30, 2019
	vs.									vs.									vs.									vs.
	Three Months Ended September 30, 2016									Nine Months Ended September 30, 2016									Three Months Ended June 30, 2018									Six Months Ended June 30, 2018
	Rate			Volume			Total Change			Rate			Volume			Total Change			Rate			Volume			Total Change			Rate			Volume			Total Change
Agency MBS	$	2,123		$	2,731		$	4,854		$	2,700		$	14,774		$	17,474		$	2,102		$	233		$	2,335		$	5,934		$	(754	)	$	5,180
Private-label MBS		(2	)		(1,651	)		(1,653	)		4			(7,359	)		(7,355	)
Other		(20	)		—			(20	)		(239	)		—			(239	)		327			—			327			454			—			454
Short-term secured debt		(6,028	)		(527	)		(6,555	)		(12,856	)		(2,863	)		(15,719	)		(6,389	)		(541	)		(6,930	)		(15,982	)		(266	)		(16,248	)
Long-term unsecured debt																				(8	)		(4	)		(12	)		(45	)		(8	)		(53	)
	$	(3,927	)	$	553		$	(3,374	)	$	(10,391	)	$	4,552		$	(5,839	)	$	(3,968	)	$	(312	)	$	(4,280	)	$	(9,639	)	$	(1,028	)	$	(10,667	)

Economic Net Interest Income

Economic net interest income, a non-GAAP financial measure, represents the interest income earned net of the interest expense incurred from all of our interest bearing financial instruments as well as the agency MBS which underlie, and are implicitly financed through, our TBA dollar roll transactions. Economic net interest income is comprised of the following: (i) net interest income determined in accordance with GAAP, (ii) TBA agency MBS “dollar roll” income, and (iii) net interest income earned or expense incurred from interest rate swap agreements. We believe that economic net interest income assists investors in understanding and evaluating the financial performance of the Company’s long-term-focused, net interest spread-based investment strategy, prior to the deduction of core general and administrative expenses. A full description of each of the three aforementioned components of economic net interest income is included within the “Non-GAAP Core Operating Income” section of this ~~document.~~document.

The components of our economic net interest income are summarized in the following tables for the periods indicated (dollars in thousands):

	Three Months Ended September 30,																Three Months Ended June 30,
	2017								2016								2019								2018
	Average		Income			Yield			Average		Income			Yield			Average		Income			Yield			Average		Income			Yield
	Balance		(Expense)			(Cost)			Balance		(Expense)			(Cost)			Balance		(Expense)			(Cost)			Balance		(Expense)			(Cost)
Agency MBS	$	4,104,083	$	28,771			2.80	%	$	3,683,418	$	23,917			2.60	%	$	4,025,014	$	32,275			3.21	%	$	3,993,901	$	29,940			3.00	%
TBA dollar rolls ⁽¹⁾		1,225,131		6,424			2.10	%		861,686		5,321			2.47	%		947,965		1,995			0.84	%		1,412,914		6,742			1.91	%
Private-label MBS		127		2			6.20	%		57,240		1,655			11.57	%
Other		—		62						—		82						—		442						—		115
Short-term secured debt		3,819,095		(12,748	)		(1.31	)%		3,519,719		(6,193	)		(0.69	)%		3,728,583		(24,866	)		(2.64	)%		3,619,483		(17,936	)		(1.96	)%
Interest rate swaps ⁽²⁾		3,561,667		(4,198	)		(0.47	)%		2,303,030		(5,126	)		(0.89	)%		2,895,663		3,769			0.52	%		3,415,591		2,483			0.29	%
Long-term unsecured debt		73,796		(1,220	)		(6.61	)%		73,573		(1,197	)		(6.51	)%		74,197		(1,269	)		(6.84	)%		73,973		(1,257	)		(6.80	)%
Economic net interest income/margin ⁽³⁾			$	17,093			1.37	%			$	18,459			1.73	%			$	12,346			1.10	%			$	20,087			1.58	%

	Nine Months Ended September 30,																Six Months Ended June 30,
	2017								2016								2019								2018
	Average		Income			Yield			Average		Income			Yield			Average		Income			Yield			Average		Income			Yield
	Balance		(Expense)			(Cost)			Balance		(Expense)			(Cost)			Balance		(Expense)			(Cost)			Balance		(Expense)			(Cost)
Agency MBS	$	4,253,432	$	90,454			2.84	%	$	3,537,307	$	72,980			2.75	%	$	4,011,527	$	65,845			3.28	%	$	4,061,987	$	60,665			2.99	%
TBA dollar rolls ⁽¹⁾		830,389		14,120			2.27	%		688,671		12,835			2.48	%		743,425		3,415			0.92	%		1,427,480		13,385			1.88	%
Private-label MBS		1,009		82			10.78	%		96,983		7,437			10.22	%
Other		—		103						—		342						—		704						—		250
Short-term secured debt		3,956,579		(32,921	)		(1.10	)%		3,392,078		(17,202	)		(0.67	)%		3,704,506		(49,509	)		(2.66	)%		3,675,051		(33,261	)		(1.80	)%
Interest rate swaps ⁽²⁾		3,372,028		(14,900	)		(0.59	)%		1,876,106		(13,499	)		(0.96	)%		2,995,537		8,516			0.57	%		3,507,796		1,667			0.10	%
Long-term unsecured debt		73,749		(3,641	)		(6.58	)%		73,526		(3,584	)		(6.50	)%		74,169		(2,541	)		(6.85	)%		73,945		(2,488	)		(6.73	)%
Economic net interest income/margin ⁽³⁾			$	53,297			1.49	%			$	59,309			1.98	%			$	26,430			1.22	%			$	40,218			1.56	%

(1)

TBA dollar roll average balance (average cost basis) is based upon the contractual price of the initial TBA purchase trade of each individual series of dollar roll transactions. TBA dollar roll income is net of implied financing ~~costs.~~costs.

(2)

Interest rate swap cost represents the weighted average net ~~pay~~receive (pay) rate in effect for the ~~period.~~period, adjusted for “price alignment interest” income earned or expense incurred on cumulative variation margin paid or received, respectively.

(3)

Economic net interest margin rate excludes interest on long-term unsecured debt.

The effects of changes in the composition of our investments on our economic net interest income from our MBS investment and related funding and hedging activities are summarized below (dollars in thousands):

	Three Months Ended September 30, 2017									Nine Months Ended September 30, 2017									Three Months Ended June 30, 2019									Six Months Ended June 30, 2019
	vs.									vs.									vs.									vs.
	Three Months Ended September 30, 2016									Nine Months Ended September 30, 2016									Three Months Ended June 30, 2018									Six Months Ended June 30, 2018
	Rate			Volume			Total Change			Rate			Volume			Total Change			Rate			Volume			Total Change			Rate			Volume			Total Change
Agency MBS	$	2,123		$	2,731		$	4,854		$	2,700		$	14,774		$	17,474		$	2,102		$	233		$	2,335		$	5,934		$	(754	)	$	5,180
TBA dollar rolls		(1,141	)		2,244			1,103			(1,357	)		2,642			1,285			(2,528	)		(2,219	)		(4,747	)		(3,556	)		(6,414	)		(9,970	)
Private-label MBS		(2	)		(1,651	)		(1,653	)		4			(7,359	)		(7,355	)
Other		(20	)		—			(20	)		(239	)		—			(239	)		327			—			327			454			—			454
Short-term secured debt		(6,028	)		(527	)		(6,555	)		(12,856	)		(2,863	)		(15,719	)		(6,389	)		(541	)		(6,930	)		(15,982	)		(266	)		(16,248	)
Interest rate swaps		3,730			(2,802	)		928			9,362			(10,763	)		(1,401	)		1,664			(378	)		1,286			7,092			(243	)		6,849
Long-term unsecured debt		(19	)		(4	)		(23	)		(46	)		(11	)		(57	)		(8	)		(4	)		(12	)		(45	)		(8	)		(53	)
	$	(1,357	)	$	(9	)	$	(1,366	)	$	(2,432	)	$	(3,580	)	$	(6,012	)	$	(4,832	)	$	(2,909	)	$	(7,741	)	$	(6,103	)	$	(7,685	)	$	(13,788	)

Economic net interest income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 decreased relative to the comparative periods from the prior year due primarily to:

~~Higher~~lower average leverage and portfolio volumes (primarily due to lower average TBA dollar roll volumes) and

higher financing costs on the unhedged portion of our short-term secured financing arrangements and implied TBA financing driven primarily by an increase in prevailing benchmark short-term interest rates, partially offset by ~~higher variable leg receive rates on our interest rate swap agreements; and~~

Aan increase in the average asset yields of our specified agency MBS due to reinvestments from portfolio repositioning and monthly paydowns into higher ~~ratio~~current investment yields as a result of a rise in long-term interest rates and widening agency MBS spreads as well as a modest reduction in prepayment rates.

Investment Advisory Fee Income

We formed a wholly-owned subsidiary, Rock Creek Investment Advisors, LLC (“Rock Creek”), which was approved as a registered investment adviser and is regulated under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), in the fourth quarter of 2018 and commenced operations in December 2018. Rock Creek provides investment advisory services to institutional clients on a separate account basis by investing primarily in agency MBS. Rock Creek earns investment management fee income based upon a percentage of the ~~weighted average notional amount of interest rate swap agreements relative~~capital funded by a client to its separate managed account. During the ~~weighted average of our short-term secured borrowings and implied TBA financing balances within those periods (71% and 70% for~~six months ended June 30, 2019, we recognized $0.3 million in investment advisory fee income. No investment advisory fee income was recognized during the three ~~and nine~~ months ended ~~September~~June 30, 2017, respectively, as compared to 53% and 46% for the three and nine months ended September 30, 2016, respectively). Within the 2016 periods, a greater proportion of our overall hedging instrument population was allocated to instruments other than interest rate swaps, such as 10-year U.S. Treasury note futures. The economic cost or benefit of hedging instruments other than interest rate swap agreements do not affect the computation of economic net interest income; accordingly, economic net interest income computed for the 2017 periods is not directly comparable to the amount computed for the 2016 periods.

2019.

Investment Gain (Loss), Net

As prevailing longer-term interest rates increase (decrease), the fair value of our investments in fixed rate agency MBS and TBA commitments generally decreases (increases). Conversely, the fair value of our interest rate ~~derivative~~ hedging instruments increases (decreases) in response to increases (decreases) in prevailing interest rates. While our interest rate ~~derivative~~ hedging instruments are designed to mitigate the sensitivity of the fair value of our agency MBS portfolio to fluctuations in benchmark interest rates, they are not generally designed to mitigate the sensitivity of our net book value to spread risk, which is the risk of an increase of the market spread between

the yield on our agency MBS and the benchmark yield on U.S. Treasury securities or interest rate swaps. Accordingly, irrespective of fluctuations in interest rates, an increase (decrease) in agency MBS spreads will generally result in the underperformance (outperformance) of the values of agency MBS relative to interest rate hedging ~~instruments.~~instruments.

The following table presents information about the gains and losses recognized due to the changes in the fair value of our agency MBS, TBA transactions, and interest rate ~~derivative~~hedging instruments for the periods indicated (dollars in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

2017

2016

2017

2016

Gains on trading investments, net

$
13,996

$
2,468

$
25,632

$
81,083

TBA and specified agency MBS commitments, net:

TBA dollar roll income

6,424

5,321

14,120

12,835

Other gains from TBA and specified agency MBS
   commitments, net

1,007

1,506

962

17,728

Total gains on TBA and specified agency MBS
   commitments, net

7,431

6,827

15,082

30,563

Interest rate derivatives:

Net interest expense on interest rate swaps

(4,198
)

(5,126
)

(14,900
)

(13,499
)
Other (losses) gains from interest rate derivative
  instruments, net

(3,805
)

13,495

(30,127
)

(137,009
)
Total (losses) gains on interest rate derivatives, net

(8,003
)

8,369

(45,027
)

(150,508
)
Realized gains on sale of available-for-sale investments, net

—

2,439

—

1,846

OTTI charges on available-for-sale securities

—

—

—

(1,737
)
Other, net

(56
)

619

(51
)

638

Investment gain (loss), net

$
13,368

$
20,722

$
(4,364
)

$
(38,115
)

	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
Gains (losses) on trading investments, net	$	42,239		$	(20,892	)	$	111,407		$	(109,235	)
TBA and specified agency MBS commitments, net:
TBA dollar roll income		1,995			6,742			3,415			13,385
Other gains (losses) from TBA and specified agency MBS commitments, net		7,235			(13,427	)		14,880			(52,446	)
Total gains (losses) on TBA and specified agency MBS commitments, net		9,230			(6,685	)		18,295			(39,061	)
Interest rate derivatives:
Net interest income on interest rate swaps		3,769			2,483			8,516			1,667
Other (losses) gains from interest rate derivative instruments, net		(82,071	)		20,254			(151,088	)		93,600
Total (losses) gains on interest rate derivatives, net		(78,302	)		22,737			(142,572	)		95,267
Other, net		150			324			(10	)		374
Investment loss, net	$	(26,683	)	$	(4,516	)	$	(12,880	)	$	(52,655	)

During the three and six months ended ~~September~~June 30, ~~2017~~2019 and 2016, MBS spreads narrowed which resulted in the outperformance of our investments in agency MBS and TBA commitments relative to our interest rate hedging instruments. During the nine months ended September 30, 2017 and 2016,2018, MBS spreads widened which resulted in the underperformance of our investments in agency MBS and TBA commitments relative to our interest rate hedging instruments.

General and Administrative Expenses

General and administrative expenses decreased by $0.1 million, or ~~2.2%~~2.9%, from ~~$4.6~~$3.5 million for the three months ended ~~September~~June 30, ~~2016~~2018 to ~~$4.5~~$3.4 million for the three months ended ~~September~~June 30, ~~2017.~~2019. General and administrative expenses ~~decreased by $3.0 million, or 18.1%, from $16.6~~remained at $7.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016 to $13.6 million for the nine months ended September 30, 2017.~~2019 and 2018.

Compensation and benefits ~~expenses remained unchanged at $3.4~~expense increased by $0.1 million, or 4.8%, from $2.1 million for ~~both~~ the three months ended ~~September~~June 30, ~~2016 and 2017.~~2018 to $2.2 million for the three months ended June 30, 2019. Compensation and benefits ~~expenses~~expense increased by ~~$0.9~~$0.2 million, or ~~10.3%~~3.9%, from ~~$8.8~~the $5.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016,~~2018 to ~~$9.7~~$5.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017. The increase in compensation and benefits expenses for the nine months ended September 30, 2017 is mostly attributable to an increase in long-term performance oriented stock-based compensation.~~2019.

Other general and administrative expenses decreased by ~~$0.1~~$0.2 million, or ~~8.3%~~14.3%, from $1.4 million for the three months ended June 30, 2018 to $1.2 million for the three months ended ~~September~~June 30, ~~2016 to $1.1 million for the three months ended September 30, 2017.~~2019. Other general and administrative expenses decreased by ~~$4.0~~$0.2 million, or ~~50.6%~~7.4%, from ~~$7.9~~the $2.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016~~2018 to ~~$3.9~~$2.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017. The decrease~~2019.

Income Tax Provision

On December 27, 2018, our Board of Directors approved a plan for us to elect to be taxed and to operate in ~~other general~~a manner that will allow us to qualify as a REIT for U.S. federal income tax purposes commencing with our taxable year ending December 31, 2019. So long as we continue to qualify as a REIT, we will generally not be subject to U.S. federal or state corporate income taxes on our taxable income to the extent that we distribute 100% of our taxable income to our shareholders on a timely basis. For taxable years ended December 31, 2018 and ~~administrative expenses for the nine months ended September 30, 2017 is attributable primarily~~prior, we were subject to ~~$4.0 million of non-recurring expenses incurred during the nine months ended September 30, 2016 stemming from the 2016 proxy contest that were in excess~~taxation as a corporation under Subchapter C of the ~~level of expenses normally incurred for an annual meeting of shareholders.~~Internal Revenue Code.

~~Income Tax Provision~~

We recognized an income tax provision of $0.8 million and $15.5 million for the three months ended September 30, 2017 and 2016, respectively. The income tax provision for the three months ended September 30, 2017 includes the effect of a decrease in the valuation allowance against the deferred tax assets of $8.4 million. We recognized an income tax provision of $25.9 million and $5.1 million for the nine months ended September 30, 2017 and 2016, respectively. The income tax provision for the nine months ended

September 30, 2017 includes the effect of an increase in the valuation allowance against the deferred tax assets of $11.5 million. As of September 30, 2017, the Company determined that it should record a full valuation allowance against its deferred tax assets that are capital in nature consisting of its NCL carry-forwards and temporary GAAP to tax differences that are expected to result in capital losses in future periods.

A valuation allowance is provided against the deferred tax asset if, based on our evaluation, it is more-likely-than-not that some or all of the deferred tax assets will not be realized. All available evidence, both positive and negative, is considered in our determination for whether a valuation allowance for deferred tax assets is needed. Items considered in determining our valuation allowance include expectations of future earnings of the appropriate tax character, recent historical financial results, tax planning strategies, the length of statutory carry-forward periods and the expected timing of the reversal of temporary differences.

Non-GAAP Core Operating Income

In addition to the results of operations determined in accordance with generally accepted accounting principles as consistently applied in the United States (“GAAP”), we reported “non-GAAP core operating income.” We define core operating income as “economic net interest income” and investment advisory fee income less “core general and administrative expenses.”

Economic Net Interest Income

We believe that economic net interest income assists investors in understanding and evaluating the financial performance of the Company’s long-term-focused, net interest spread-based investment strategy, prior to the deduction of core general and administrative expenses.

Net interest income determined in accordance with GAAP. Net interest income determined in accordance with GAAP primarily represents the interest income recognized from our investments in specified agency MBS and private-label MBS (including the amortization of purchase premiums and accretion of purchase discounts), net of the interest expense incurred from repurchase agreement financing arrangements or other short- and long-term borrowing transactions.

TBA agency MBS dollar roll income. Dollar roll income represents the economic equivalent of net interest income (implied interest income net of financing costs) generated from our investments in non-specified fixed-rate agency MBS, executed through sequential series of forward-settling purchase and sale transactions that are settled on a net basis (known as “dollar roll” transactions). Dollar roll income is generated as a result of delaying, or “rolling,” the settlement of a forward-settling purchase of a TBA agency MBS by entering into an offsetting “spot” sale with the same counterparty prior to the settlement date, net settling the “paired-off” positions in cash, and contemporaneously entering another forward-settling purchase with the same counterparty of a TBA agency MBS of the same essential characteristics for a later settlement date at a price discount relative to the spot sale. The price discount of the forward-settling purchase relative to the contemporaneously executed spot sale reflects compensation for the interest income (inclusive of expected prepayments) that, at the time of sale, is expected to be foregone as a result of relinquishing beneficial ownership of the MBS from the settlement date of the spot sale until the settlement date of the forward purchase, net of implied repurchase financing costs. We calculate dollar roll income as the excess of the spot sale price over the forward-settling purchase price, and recognize this amount ratably over the period beginning on the settlement date of the sale and ending on the settlement date of the forward purchase. In our consolidated statements of comprehensive income prepared in accordance with GAAP, TBA agency MBS dollar roll income is reported as a component of the overall periodic change in the fair value of TBA forward commitments within the line item “gain (loss) from derivative instruments, net” of the “investment gain (loss), net” section.

From time to time, we may enter into forward-settling TBA agency MBS sale commitments (known as a “net short” TBA position) as a means of economically hedging a portion of the interest rate sensitivity of our agency MBS investment portfolio. When we delay (or “roll”) the settlement of a net short TBA position, the price discount of the forward-settling sale relative to the contemporaneously executed spot purchase results in an implied net interest expense (i.e., “dollar roll expense”). In our presentation of non-GAAP core operating income, we present TBA dollar roll income net of any implied net interest expense that resulted from rolling the settlement of net short TBA positions.

•

Net interest income earned or expense incurred from interest rate swap agreements. We utilize interest rate swap agreements to economically hedge a portion of our exposure to variability in future interest cash flows, attributable to changes in benchmark interest rates, associated with future roll-overs of our short-term financing arrangements. Accordingly, the net

interest income earned or expense incurred (commonly referred to as “net interest carry”) from our interest rate swap agreements in combination with interest expense recognized in accordance with GAAP represents our effective “economic interest expense.” In our consolidated statements of comprehensive income prepared in accordance with GAAP, the net interest income earned or expense incurred from interest rate swap agreements is reported as a component of the overall

periodic change in the fair value of derivative instruments within the line item “gain (loss) from derivative instruments, net” of the “investment gain (loss), net” section.

Core General and Administrative Expenses

Core general and administrative expenses are non-interest expenses reported within the line item “total general and administrative expenses” of the consolidated statements of comprehensive income less stock-based compensation expense. For the nine months ended September 30, 2016, core general and administrative expenses also exclude non-recurring expenses related to the 2016 proxy contest that are in excess of those normally incurred for an annual meeting of shareholders.

Non-GAAP Core Operating Income

The following table presents our computation of non-GAAP core operating income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018 (amounts in thousands, except per share amounts):

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016			2019			2018			2019			2018
GAAP net interest income	$	14,867		$	18,264		$	54,077		$	59,973		$	6,582		$	10,862		$	14,499		$	25,166
TBA dollar roll income		6,424			5,321			14,120			12,835			1,995			6,742			3,415			13,385
Interest rate swap net interest expense		(4,198	)		(5,126	)		(14,900	)		(13,499	)
Interest rate swap net interest income														3,769			2,483			8,516			1,667
Economic net interest income		17,093			18,459			53,297			59,309			12,346			20,087			26,430			40,218
Investment advisory fee income														—			—			250			—
Core general and administrative expenses		(3,171	)		(3,612	)		(10,876	)		(10,476	)		(3,207	)		(3,162	)		(6,810	)		(7,008	)
Preferred stock dividend		(83	)		—			(118	)		—			(774	)		(149	)		(1,052	)		(286	)
Non-GAAP core operating income	$	13,839		$	14,847		$	42,303		$	48,833		$	8,365		$	16,776		$	18,818		$	32,924

Non-GAAP core operating income per diluted common share	$	0.52		$	0.64		$	1.68		$	2.11		$	0.23		$	0.59		$	0.54		$	1.16
Weighted average diluted common shares outstanding		26,856			23,349			25,143			23,154			36,644			28,463			34,901			28,447

The following table provides a reconciliation of GAAP pre-tax net income (loss) to non-GAAP core operating income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 and ~~2016~~2018 (amounts in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016			2019			2018			2019			2018
GAAP income before income taxes	$	23,691		$	34,356		$	36,090		$	5,221
Less:
Total investment (gain) loss, net		(13,368	)		(20,722	)		4,364			38,115
GAAP (loss) income before income taxes													$	(23,525	)	$	2,885		$	(5,931	)	$	(35,247	)
Add (less):
Total investment loss, net														26,683			4,516			12,880			52,655
Stock-based compensation expense		1,373			1,018			2,747			2,182			217			299			990			750
Non-recurring proxy contest related expenses		—			—			—			3,979
Preferred stock dividend		(83	)		—			(118	)		—			(774	)		(149	)		(1,052	)		(286	)
Add back:
TBA dollar roll income		6,424			5,321			14,120			12,835			1,995			6,742			3,415			13,385
Interest rate swap net interest expense		(4,198	)		(5,126	)		(14,900	)		(13,499	)
Interest rate swap net interest income														3,769			2,483			8,516			1,667
Non-GAAP core operating income	$	13,839		$	14,847		$	42,303		$	48,833		$	8,365		$	16,776		$	18,818		$	32,924

Non-GAAP core operating income is used by management to evaluate the financial performance of the Company’s long-term-focused, net interest spread-based investment strategy and core business activities over periods of time as well as assist with the determination of the appropriate level of periodic dividends to common stockholders. In addition, we believe that non-GAAP core operating income assists investors in understanding and evaluating the financial performance of the Company’s long-term-focused, net interest spread-based investment strategy and core business activities over periods of time as well as its earnings capacity.

Periodic fair value gains and losses recognized with respect to our investments in MBS and our economic hedging instruments, which are reported in line item “total investment gain (loss), net” of our consolidated statements of comprehensive income, are

excluded from the computation of non-GAAP core operating income as such gains on losses are not reflective of the economic interest income earned or interest expense incurred from our interest-bearing financial assets and liabilities during the indicated reporting period. Because our long-term-focused investment strategy for our agency MBS investment portfolio is to generate a net interest

spread on the leveraged assets while prudently hedging periodic changes in the fair value of those assets attributable to changes in benchmark interest rates, we generally expect the fluctuations in the fair value of our agency MBS investments and our economic hedging instruments to largely offset one another over time.

A limitation of utilizing this non-GAAP financial measure is that the effect of accounting for “non-core” events or transactions in accordance with GAAP does, in fact, reflect the financial results of our business and these effects should not be ignored when evaluating and analyzing our financial results. For example, the economic cost or benefit of hedging instruments other than interest rate swap agreements, such as U.S. Treasury note futures or options, do not affect the computation of non-GAAP core operating income. In addition, our calculation of non-GAAP core operating income may not be comparable to other similarly titled measures of other companies. Therefore, we believe that non-GAAP core operating income should be considered as a supplement to, and in conjunction with, net income and comprehensive income determined in accordance with GAAP. Furthermore, there may be differences between non-GAAP core operating income and taxable income determined in accordance with the Internal Revenue Code. As a REIT, we will be required to distribute at least 90% of our REIT taxable income (subject to certain adjustments) to qualify as a REIT and all of our taxable income in order to not be subject to any U.S. Federal or state corporate income taxes. Accordingly, non-GAAP core operating income may not equal our distribution requirements as a REIT.

Liquidity and Capital Resources

Liquidity is a measurement of our ability to meet potential cash requirements including ongoing commitments to repay borrowings, fund investments, meet margin calls on our short-term borrowings and hedging instruments, and for other general business purposes. Our primary sources of funds for liquidity consist of existing cash balances, short-term borrowings (for example, repurchase agreements), principal and interest payments from our investments in MBS, and proceeds from sales of MBS. Other sources of liquidity include proceeds from the offering of common stock, preferred stock, debt securities, or other securities registered pursuant to our effective shelf registration statement filed with the Securities and Exchange Commission (“SEC”).

Liquidity, or ready access to funds, is essential to our business. Perceived liquidity issues may affect our counterparties’ willingness to engage in transactions with us. Our liquidity could be impaired due to circumstances that we may be unable to control, such as a general market disruption or an operational problem that affects us or third parties. Further, our ability to sell assets may be impaired if other market participants are seeking to sell similar assets at the same time. If we cannot obtain funding from third parties ~~or from our subsidiaries,~~ our results of operations could be negatively impacted.

As of ~~September~~June 30, ~~2017,~~2019, our debt-to-equity leverage ratio was ~~9.6~~11.1 to 1 measured as the ratio of the sum of our total debt to our shareholders’ equity as reported on our consolidated balance sheet. In evaluating our liquidity and leverage ratios, we also monitor our “at risk” short-term financing to investable capital ratio. Our “at risk” short-term financing to investable capital ratio is measured as the ratio of the sum of our short-term recourse financing (i.e., repurchase agreement financing), net payable or receivable for unsettled securities, net contractual forward price of our TBA commitments less our cash and cash equivalents compared to our investable capital. Our investable capital is calculated as the sum of our ~~tangible~~ stockholders’ equity and long-term unsecured debt. Tangible stockholders’ equity is measured as our stockholders’ equity less our net deferred tax asset, and our long-term unsecured debt is measured as our long-term unsecured debt excluding any unamortized issuance costs. As of ~~September~~June 30, ~~2017,~~2019, our “at risk” short-term recourse financing to investable capital ratio was ~~11.2~~9.1 to 1.

Cash Flows

As of ~~September~~June 30, ~~2017,~~2019, our cash and cash equivalents totaled ~~$26.4~~$34.7 million, representing a net ~~decrease~~increase of ~~$28.4~~$8.0 million from ~~$54.8~~$26.7 million as of December 31, ~~2016.~~2018. Cash provided by operating activities of ~~$64.9~~$18.7 million during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 was attributable primarily to net interest income less our general and administrative expenses. Cash ~~used in~~provided by investing activities of ~~$161.6~~$127.9 million during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2019 was primarily generated by sales of agency MBS and receipt of principal payments from agency MBS partially offset by purchases of new agency MBS and net payments for settlements and deposits for margin ~~calls~~ on our interest rate derivative ~~instruments, partially offset by sales of agency MBS and the receipt of principal payments from agency MBS.~~instruments. Cash ~~provided by~~used in financing activities of ~~$68.3~~$138.6 million during the ~~nine~~six months ended ~~September~~June 30, ~~2017 relates~~2019 was primarily ~~to net proceeds obtained from~~generated by repayments of repurchase agreements used to finance a portion of our MBS investment portfolio and dividend payments to stockholders partially offset by proceeds received from issuance of common and preferred ~~stock, partially offset by dividend payments to stockholders.~~stock.

Sources of Funding

We believe that our existing cash balances, net investments in MBS, cash flows from operations, borrowing capacity, and other sources of liquidity will be sufficient to meet our cash requirements for at least the next twelve months. We may, however, seek debt or equity financings, in public or private transactions, to provide capital for corporate purposes and/or strategic business opportunities,

including possible acquisitions, joint ventures, alliances or other business arrangements which could require substantial capital outlays. Our policy is to evaluate strategic business opportunities, including acquisitions and divestitures, as they arise. There can be no assurance that we will be able to generate sufficient funds from future operations, or raise sufficient debt or equity on acceptable terms, to take advantage of investment opportunities that become available. Should our needs ever exceed these sources of liquidity,

we believe that substantially most of our investments could be sold, in most circumstances, to provide cash. However, we may be required to sell our assets in such instances at depressed prices.

As of ~~September~~June 30, ~~2017,~~2019, liquid assets consisted primarily of cash and cash equivalents of ~~$26.4~~$34.7 million and ~~net investments in~~unencumbered agency MBS of ~~$370.7 million.~~$121.4 million at fair value. Cash equivalents consist primarily of money market funds invested in debt obligations of the U.S. government. The Company’s net investments in MBS is calculated as the sum of the Company’s total MBS investments at fair value and receivable for sold MBS, less the sum of the repurchase agreements outstanding and payable for purchased MBS.

Debt Capital

Long-Term Unsecured Debt

As of ~~September~~June 30, ~~2017,~~2019, we had ~~$73.8~~$74.2 million of total long-term unsecured debt, net of unamortized debt issuance costs of ~~$1.5~~$1.1 million. Our trust preferred debt obligations with an aggregate principal amount of $15.0 million outstanding as of ~~September~~June 30, ~~2017~~2019 accrue and require the payment of interest quarterly at three-month LIBOR plus 2.25% to 3.00% and mature between 2033 and 2035. Our 6.625% Senior Notes due 2023 with a principal amount of $25.0 million outstanding as of ~~September~~June 30, ~~2017~~2019 accrue and require payment of interest quarterly at an annual rate of 6.625% and mature on May 1, 2023. Our 6.75% Senior Notes due 2025 with a principal amount of $35.3 million outstanding as of ~~September~~June 30, ~~2017~~2019 accrue and require payment of interest quarterly at an annual rate of 6.75% and mature on March 15, 2025.

Repurchase Agreements

We have short-term financing facilities that are structured as repurchase agreements with various financial institutions to fund our investments in MBS. We have obtained, and believe we will be able to continue to obtain, short-term financing in amounts and at interest rates consistent with our financing objectives. Funding for MBS through repurchase agreements continues to be available to us at rates we consider to be attractive from multiple counterparties.

Our repurchase agreements include provisions contained in the standard master repurchase agreement as published by the Securities Industry and Financial Markets Association (“SIFMA”) and may be amended and supplemented in accordance with industry standards for repurchase facilities. Our repurchase agreements include financial covenants, with which the failure to comply would constitute an event of default under the applicable repurchase agreement. Similarly, each repurchase agreement includes events of insolvency and events of default on other indebtedness as similar financial covenants. As provided in the standard master repurchase agreement as typically amended, upon the occurrence of an event of default or termination, the applicable counterparty has the option to terminate all repurchase transactions under such counterparty’s repurchase agreement and to demand immediate payment of any amount due from us to the counterparty.

Under our repurchase agreements, we may be required to pledge additional assets to our repurchase agreement counterparties in the event the estimated fair value of the existing pledged collateral under such agreements declines and such lenders demand additional collateral (commonly referred to as a “margin call”), which may take the form of additional securities or cash. Margin calls on repurchase agreements collateralized by our MBS investments primarily result from events such as declines in the value of the underlying mortgage collateral caused by factors such as rising interest rates or prepayments. Our repurchase agreements generally provide that valuations for MBS securing our repurchase agreements are to be obtained from a generally recognized source agreed to by both parties. However, in certain circumstances and under certain of our repurchase agreements, our lenders have the sole discretion to determine the value of the MBS securing our repurchase agreements. In such instances, our lenders are required to act in good faith in making determinations of value. Our repurchase agreements generally provide that in the event of a margin call, we must provide additional securities or cash on the same business day that the margin call is made if the lender provides us notice prior to the margin notice deadline on such day.

To date, we have not had any margin calls on our repurchase agreements that we were not able to satisfy with either cash or additional pledged collateral. However, should we encounter increases in interest rates or prepayments, margin calls on our repurchase agreements could result in a material adverse change in our liquidity position.

Our repurchase agreement counterparties apply a “haircut” to the value of the pledged collateral, which means the collateral is valued, for the purposes of the repurchase agreement transaction, at less than fair value. Upon the renewal of a repurchase agreement financing at maturity, a lender could increase the “haircut” percentage applied to the value of the pledged collateral, thus reducing our liquidity.

Our repurchase agreements generally mature within 30 to 60 days, but may have maturities as short as one day and as long as one year. In the event that market conditions are such that we are unable to continue to obtain repurchase agreement financing for our investments in MBS in amounts and at interest rates consistent with our financing objectives, we may liquidate such investments and may incur significant losses on any such sales of MBS.

In the event that market conditions are such that we are unable to obtain financing for our investments in MBS in amounts and at interest rates consistent with our financing objectives, to the extent deemed appropriate, we may use cash to finance our investments

~~or we may liquidate such investments. Accordingly, depending upon market conditions, we may incur significant losses on any such sales of MBS.~~

The following table provides information regarding our outstanding repurchase agreement borrowings as of ~~dates~~the date and ~~periods~~period indicated (dollars in thousands):

September 30, 2017

December 31, 2016

Pledged with agency MBS:

Repurchase agreements outstanding

$
3,694,838

$
3,649,102

Agency MBS collateral, at fair value

3,873,154

3,851,269

Net amount ⁽¹⁾

178,316

202,167

Weighted-average rate

1.33
%

0.96
%
Weighted-average term to maturity

11.9 days

19.3 days

Maximum amount outstanding at any month-end
during the period

$
4,292,755

$
3,653,114

	June 30, 2019
Repurchase agreements outstanding	$	3,531,539
Agency MBS collateral, at fair value ⁽¹⁾		3,726,291
Net amount ⁽²⁾		194,752
Weighted-average rate		2.61	%
Weighted-average term to maturity	35.9 days
Maximum amount outstanding at any month-end during the period	$	3,964,127

⁽¹⁾	As of June 30, 2019, includes $511,225 at sale price of unsettled agency MBS sale commitments which is included in the line item “sold securities receivable” in the accompanying consolidated balance sheets.

⁽²⁾	Net amount represents the value of collateral in excess of corresponding repurchase obligation. The amount of collateral at-risk is limited to the outstanding repurchase obligation and not the entire collateral balance.

To limit our exposure to counterparty risk, we diversify our repurchase agreement funding across multiple counterparties and by counterparty region. As of ~~September~~June 30, ~~2017,~~2019, we had outstanding repurchase agreement balances with 1615 counterparties and have master repurchase agreements in place with a total of 1918 counterparties located throughout North America, Europe and Asia. As of ~~September~~June 30, ~~2017,~~2019, no more than ~~5.3%~~6.4% of our stockholders’ equity was at risk with any one counterparty, with the top five counterparties representing approximately ~~21.6%~~26.3% of our stockholders’ equity. The table below includes a summary of our repurchase agreement funding by number of counterparties and counterparty region as of ~~September~~June 30, ~~2017 (dollars in thousands):~~2019:

	Number of		Percentage of Repurchase			Number of		Percentage of Repurchase
	Counterparties		Agreement Funding			Counterparties		Agreement Funding
North America		11		71.8	%		9		64.9	%
Europe		1		7.9	%		2		14.0	%
Asia		4		20.3	%		4		21.1	%
		16		100.0	%		15		100.0	%

Derivative Instruments

In the normal course of our operations, we are a party to financial instruments that are accounted for as derivative financial instruments including (i) interest rate ~~derivative~~hedging instruments such as interest rate swaps, U.S. Treasury note futures, Eurodollar futures, interest rate swap ~~futures, U.S. Treasury note~~ futures, put and call options on U.S. Treasury note futures, and options on agency MBS, and (ii) derivative instruments that economically serve as investments such as TBA ~~contracts.~~purchase and sale commitments.

Interest Rate ~~Derivative~~Hedging Instruments

We exchange cash variation margin with the counterparties to our interest rate ~~derivative~~hedging instruments at least on a daily basis based upon daily changes in fair value as measured by the central clearinghouse through which those derivatives are cleared. In addition, the central clearinghouse requires market participants to deposit and maintain an “initial margin” amount which is determined by the clearinghouse and is generally intended to be set at a level sufficient to protect the clearinghouse from the maximum estimated single-day price movement in that market participant’s contracts. However, the futures commission merchants (“FCMs”) through which we conduct trading of our cleared and exchanged-traded hedging instruments may require incremental initial margin in excess of the clearinghouse’s requirement. The clearing exchanges have the sole discretion to determine the value of ~~derivative instruments.~~our hedging instruments, for the purpose of setting initial and variation margin requirements or otherwise. In the event of a margin call, we must generally provide additional collateral on the same business day. To date, we have not had any margin calls on our ~~derivative~~hedging agreements that we were not able to satisfy. However, if we encounter significant decreases in long-term interest rates, margin calls on our ~~derivative~~hedging agreements could result in a material adverse change in our liquidity position.

As of ~~September~~June 30, ~~2017,~~2019, we had outstanding interest rate swaps ~~10-year U.S. Treasury note futures,~~ and ~~options on 10-year~~ U.S. Treasury note futures with the following aggregate notional amount ~~net fair value~~ and corresponding margin held in collateral deposit with the custodian ~~(in~~(dollars in thousands):

	September 30, 2017						June 30, 2019
	Notional		Net Fair		Collateral		Notional		Collateral
	Amount		Value		Deposit		Amount		Deposit
Interest rate swaps ⁽¹⁾	$	3,850,000	$	3,348	$	49,518	$	2,600,000	$	31,246
U.S. Treasury note futures and options on U.S. Treasury note futures		500,000		821		4,035
10-year U.S. Treasury note futures								155,000		—

⁽¹⁾

The FCMs through which we conduct trading of our hedging instruments may limit their exposure to us (due to an inherent one business day lag in the variation margin exchange process) by applying a maximum “ceiling” on their level of risk, either overall and/or by instrument type. The FCMs generally use the amount of initial margin that we have posted with them as a measure of their level of risk exposure to us. We currently have FCM relationships with four large financial institutions. To date, among our four FCM arrangements, we have had sufficient excess capacity above and beyond what we believe to be a sufficient and appropriate hedge position. However, if our FCMs substantially lowered their risk exposure thresholds, we could experience a material adverse change in our liquidity position and our ability to hedge appropriately.

TBA Dollar Roll Transactions

TBA dollar roll transactions represent a form of off-balance sheet financing accounted for as derivative instruments. In a TBA dollar roll transaction, we do not intend to take physical delivery of the underlying agency MBS and will generally enter into an offsetting position and net settle the ~~paired off position~~paired-off positions in cash. However, under certain market conditions, it may be uneconomical for us to roll our TBA contracts into future months and we may need to take or make physical delivery of the underlying securities. If we were required to take physical delivery to settle a long TBA contract, we would have to fund our total purchase commitment with cash or other financing sources and our liquidity position could be negatively impacted.

Our TBA ~~contracts~~commitments and ~~beginning in the latter half of 2017 as a result of amended regulatory requirements provided by the Financial Industry Regulatory Authority,~~ our commitments to purchase and sell specified agency MBS are subject to master securities forward transaction agreements published by SIFMA as well as supplemental terms and conditions with each counterparty. Under the terms of these agreements, we may be required to pledge collateral to our counterparty in the event the fair value of our agency MBS commitments decline and such counterparty demands collateral through a margin call. Margin calls on agency MBS commitments are generally caused by factors such as rising interest rates or prepayments. Our agency MBS commitments provide that valuations for our commitments and any pledged collateral are to be obtained from a generally recognized source agreed to by both parties. However, in certain circumstances, our counterparties have the sole discretion to determine the value of the agency MBS commitment and any pledged collateral. In such instances, our counterparties are required to act in good faith in making determinations of value. In the event of a margin call, we must generally provide additional collateral on the same business day.

Equity Capital

Common Equity Offerings

~~Preferred Stock~~

~~In May 2017, the Company~~On February 22, 2019, we completed a public offering in which ~~135,000 shares of its~~ ~~7.00% Series B Cumulative Perpetual Redeemable Preferred Stock (the “Series B Preferred Stock”)~~ ~~were issued to the public at a public offering price of $24.00 per share~~

for proceeds net of underwriting discounts and commissions and expenses of $3.0 million. The Series B Preferred Stock is publicly traded on the New York Stock Exchange under the ticker symbol “AI PrB”.

~~Equity Distribution Agreements~~

On May 24, 2013, we entered into separate equity distribution agreements (the “Prior Equity Distribution Agreements”) with each of RBC Capital Markets, LLC, JMP Securities LLC, Ladenburg Thalmann & Co. Inc. and MLV & Co. LLC (the “Prior Equity Sales Agents”), pursuant to which we may offer and sell, from time to time, up to 1,750,0006,000,000 shares of our Class A common ~~stock. Pursuant to the Prior Equity Distribution Agreements, shares of our common~~ stock ~~may be offered and~~was sold through the Prior Equity Sales Agents in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933 as amended (the “Securities Act”), including sales made directly on the NYSE or sales made to or through a market maker other than on an exchange or, subject to the terms of a written notice from us, in privately negotiated transactions.

~~During the three months ended March 31, 2017, we issued 800 shares of Class A common stock~~ at a ~~weighted average public offering~~ price of ~~$15.16~~$8.16 per share for proceeds net of ~~underwriting discounts and commissions and~~offering expenses of ~~$12 thousand under the Prior~~$48.8 million.

Common Equity Distribution ~~Agreements. On February 23, 2017, we terminated the Prior Equity Distribution Agreements.~~Agreements

On February 22, 2017, we entered into ~~new~~ separate common equity distribution agreements (the ~~“New Equity~~“Equity Distribution Agreements”) with ~~each of~~equity sales agents JMP Securities LLC, FBR Capital Markets & Co., JonesTrading Institutional Services LLC and Ladenburg Thalmann & Co. Inc. ~~(the “New Equity Sales Agents”),~~ pursuant to which we may offer and sell, from time to time, up to 6,000,000 shares of our Class A common stock. ~~Pursuant~~On August 10, 2018, we entered into separate amendments to the ~~New~~ Equity Distribution Agreements shares of our common stock may be offered and sold through the New Equity Sales Agents in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act, including sales made directly on the NYSE or sales made to or through a market maker other than on an exchange or, subject to the terms of a written notice from us, in privately negotiated transactions. During the nine months ended September 30, 2017, we issued 4,368,837 shares of Class A common stock at a weighted average public offering price of $13.90 per share for proceeds net of selling commissions and expenses of $59.9 million under the New(the “Amended Equity Distribution ~~Agreements.~~

~~As of September 30, 2017, we had 1,631,163 shares of Class A common stock available for sale under the New Equity Distribution Agreements.~~

~~On May 16, 2017, we entered into a new separate~~Agreements”) with equity ~~distribution agreement (the “Series B Preferred Equity Distribution Agreement”~~sales agents JMP Securities LLC, B. Riley FBR, Inc. (formerly, FBR Capital Markets & Co.) ~~with~~, JonesTrading Institutional Services LLC ~~(the “Series B Preferred Equity Agent”),~~and Ladenburg Thalman & Co. Inc. pursuant to which we may offer and sell, from time to time, up to ~~1,865,000~~12,597,423 shares of our ~~Series B Preferred Stock.~~ Class A common stock.

Pursuant to the ~~Series B Preferred Equity Distribution Agreement,~~common equity distribution agreements, shares of our ~~Series B Preferred~~common stock may be offered and sold through the ~~Series B Preferred Equity Sales Agent~~equity sales agents in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, including sales made directly on the NYSE or sales made to or through a market maker other than on an exchange or, subject to the terms of a written notice from us, in privately negotiated transactions. During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2019, there were no issuances of common stock under the common equity distribution agreements.

As of June 30, 2019, we ~~issued 159,993~~had 11,302,160 shares of Class A common stock available for sale under the Amended Equity Distribution Agreements.

Preferred Stock

As of June 30, 2019, we had Series B Preferred Stock outstanding with a liquidation preference of $8,851. The Series B Preferred Stock is publicly traded on the New York Stock Exchange under the ticker symbol “AI PrB.” The Series B Preferred Stock has no stated maturity, is not subject to any sinking fund and will remain outstanding indefinitely unless repurchased or redeemed by us. Holders of Series B Preferred ~~stock~~Stock have no voting rights, except under limited conditions and are entitled to receive a cumulative cash dividend at a ~~weighted average public offering price~~rate of ~~$24.95~~7.00% per annum of their $25.00 per share ~~for proceeds net~~liquidation preference (equivalent to $1.75 per annum per share). Shares of ~~selling commissions~~Series B Preferred Stock are redeemable at $25.00 per share, plus accumulated and ~~expenses~~unpaid dividends (whether or not authorized or declared) exclusively at our option commencing on May 12, 2022 or earlier upon the occurrence of ~~$3.9 million~~a change in control. Dividends are payable quarterly in arrears on the 30th day of each December, March, June and September, when and as declared. We have declared and paid all required quarterly dividends on our Series B Preferred Stock to date in 2019.

As of June 30, 2019, we had Series C Preferred Stock outstanding with a liquidation preference of $30,000. The Series C Preferred Stock is publicly traded on the New York Stock Exchange under the ticker symbol “AI PrC.” The Series C Preferred Stock has no stated maturity, is not subject to any sinking fund and will remain outstanding indefinitely unless repurchased or redeemed by us. Holders of Series C Preferred Stock have no voting rights except under limited conditions and will be entitled to receive cumulative cash dividends (i) from and including the original issue date to, but excluding, March 30, 2024 at a fixed rate equal to 8.250% per annum of the $25.00 per share liquidation preference (equivalent to $2.0625 per annum per share) and (ii) from and including March 30, 2024, at a floating rate equal to three-month LIBOR plus a spread of 5.664% per annum. Shares of Series C Preferred Stock are redeemable at $25.00 per share, plus accumulated and unpaid dividends (whether or not authorized or declared) exclusively at our option commencing on March 30, 2024 or earlier upon the occurrence of a change in control or under circumstances where it is necessary to preserve our qualification as a REIT. Under certain circumstances upon a change of control, the Series C Preferred Stock is convertible into shares of the Company’s common stock. Dividends will be payable quarterly in arrears on the 30th day of March, June, September and December of each year, when and as declared, beginning on June 30, 2019. The first dividend of $0.61875 per share was paid on July 1, 2019 was considered a long first dividend period from the original date of issuance. We have declared and paid all required quarterly dividends on our Series C Preferred Stock to date in 2019.

Preferred Equity Distribution Agreement

On May 16, 2017, we entered into a preferred equity distribution agreement (the “Series B Preferred Equity Distribution Agreement”) with JonesTrading Institutional Services LLC, pursuant to which we may offer and sell, from time to time, up to 1,865,000 shares of our Series B Preferred Stock. On March 21, 2019, we entered into an amended and restated equity distribution agreement (“Amended Series B Preferred Equity Distribution Agreement”) with JonesTrading Institutional Services LLC, B. Riley FBR, Inc., Compass Point Research and Trading, LLC and Ladenburg Thalmann & Co. Inc. (collectively, the “Series B Preferred Equity Agents”), pursuant to which we may offer and sell, from time to time, up to 1,647,370 shares of our Series B Preferred Stock. Pursuant to the Amended Series B Preferred Equity Distribution Agreement, shares of our Series B Preferred stock may be offered and sold through the Series B Preferred Equity Sales Agents in transactions that are deemed to be “at the market” offerings as defined

in Rule 415 under the Securities Act of 1933, including sales made directly on the NYSE or sales made to or through a market maker other than on an exchange or, subject to the terms of a written notice from us, in privately negotiated transactions.

The following table provides information about the issuances of preferred stock under the Series B Preferred Equity Distribution ~~Agreement.~~Agreement for the period indicated (dollars in thousands):

Series B Preferred Stock Issuances	Six Months Ended June 30, 2019
Shares issued		3,444
Weighted average public offering price	$	22.39
Net proceeds ⁽¹⁾	$	76

⁽¹⁾	Net of selling commissions and expenses.

As of ~~September~~June 30, ~~2017,~~2019, we had ~~1,705,007~~1,645,961 shares of Series B Preferred stock available for sale under the Amended Series B Preferred Equity Distribution ~~Agreement~~Agreement.

~~Share Repurchase Program~~REIT Distribution Requirements

~~The Company’s Board of Directors authorized~~Commencing with our taxable year ending December 31, 2019, we intend to elect to be taxed as a share repurchase program pursuant to which the Company may repurchase up to 2.0 million shares of its Class A common stock. As of September 30, 2017, 1,951,305 shares of Class A common stock remained available for repurchaseREIT under the ~~repurchase program.~~ Internal Revenue Code. As a REIT, we will be required to distribute annually 90% of our REIT taxable income (subject to certain adjustments) to our shareholders. So long as we continue to qualify as a REIT, we will generally not be subject to U.S. Federal or state corporate income taxes on our taxable income that we distribute to our shareholders on a timely basis. At present, it is our intention to distribute 100% of our taxable income, although we will not be required to do so. We intend to make distributions of our taxable income within the time limits prescribed by the Internal Revenue Code, which may extend into the subsequent taxable year.

Off-Balance Sheet Arrangements

As of ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance, or special purpose or variable interest entities (“VIEs”),

established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Our economic interests held in unconsolidated VIEs are limited in nature to those of a passive holder of MBS issued by a securitization trust. As of ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, we had not consolidated for financial reporting purposes any securitization trusts as we do not have the power to direct the activities that most significantly impact the economic performance of such entities. Further, as of ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016,~~2018, we had not guaranteed any obligations of unconsolidated entities or entered into any commitment or intent to provide funding to any such entities.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market risk is the exposure to loss resulting from changes in market factors such as interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market risk sensitive instruments. The primary market risks that we are exposed to are interest rate risk, prepayment risk, extension risk, ~~credit risk,~~ spread risk, liquidity risk and regulatory risk. See “Item 1 — Business” in our Annual Report on Form 10-K for the year ended December 31, ~~2016~~2018 for a description of our risk management strategies. The following is additional information regarding certain of these market risks.

Interest Rate Risk

We are exposed to interest rate risk in our MBS portfolio. Our investments in MBS are financed with short-term borrowing facilities such as repurchase agreements, which are interest rate sensitive financial instruments. Our exposure to interest rate risk fluctuates based upon changes in the level and volatility of interest rates, mortgage prepayments, and in the shape and slope of the yield curve, among other factors. Through the use of interest rate ~~derivative~~hedging instruments, we attempt to economically hedge a portion of our exposure to changes, attributable to changes in benchmark interest rates, in ~~certain~~agency MBS fair values and future interest cash flows on our short-term financing arrangements. Our primary interest rate ~~derivatives~~hedging instruments include interest rate swaps as well as U.S. Treasury note futures, options on U.S. Treasury note futures, and options on agency MBS. Historically, we have also utilized Eurodollar futures and interest rate swap futures.

Changes in both short- and long-term interest rates affect us in several ways, including our financial position. As interest rates increase, the fair value of fixed-rate agency MBS may be expected to decline, prepayment rates may be expected to decrease and

duration may be expected to extend. However, an increase in interest rates results in an increase in the fair value of our interest rate ~~derivative~~hedging instruments. Conversely, if interest rates decline, the fair value of fixed-rate agency MBS is generally expected to increase while the fair value of our interest rate ~~derivatives~~hedging instruments is expected to decline.

The tables that follow illustrate the estimated change in fair value for our current investments in agency MBS and derivative instruments under several hypothetical scenarios of interest rate movements. For the purposes of this illustration, interest rates are defined by the U.S. Treasury yield curve. Changes in fair value are measured as percentage changes from their respective fair values presented in the column labeled “Value.” Our estimate of the change in the fair value of agency MBS is based upon the same assumptions we use to manage the impact of interest rates on the portfolio. The interest rate sensitivity of our agency MBS and TBA commitments is derived from The Yield Book, a third-party model. Actual results could differ significantly from these estimates. The effective durations are based on observed fair value changes, as well as our own estimate of the effect of interest rate changes on the fair value of the investments, including assumptions regarding prepayments based, in part, on age and interest rate of the mortgages underlying the MBS, prior exposure to refinancing opportunities, and an overall analysis of historical prepayment patterns under a variety of historical interest rate conditions.

The interest rate sensitivity analyses illustrated by the tables that follow have certain limitations, most notably the following:

The 50 and 100 basis point upward and downward shocks to interest rates that are applied in the analyses represent parallel shocks to the forward yield curve. The analyses do not consider the sensitivity of stockholders’ equity to changes in the shape or slope of the forward yield curve.

The analyses assume that spreads remain constant and, therefore, do not reflect an estimate of the impact that changes in spreads would have on the value of our MBS investments or our LIBOR-based derivative instruments, such as our interest rate swap agreements.

The analyses assume a static portfolio and do not reflect activities and strategic actions that management may take in the future to manage interest rate risk in response to significant changes in interest rates or other market conditions.

The yield curve that results from applying an instantaneous parallel 100 basis point decrease in interest rates may reflect an interest rate of less than 0% in certain portions of the curve. The results of the analysis included in the applicable tables to follow reflect the effect of these negative interest rates.

~~The analyses do not reflect any estimated changes in the fair value of our investments in private-label MBS.~~

•

The analyses do not reflect any changes in the value of our net deferred tax asset, including any changes to the assumptions that would be incorporated into the determination of the deferred tax asset valuation allowance.

These analyses are not intended to provide a precise forecast. Actual results could differ materially from these estimates (dollars in thousands, except per share amounts):

	September 30, 2017									June 30, 2019
				Value			Value						Value			Value
				with 50			with 50						with 50			with 50
				Basis Point			Basis Point						Basis Point			Basis Point
				Increase in			Decrease in						Increase in			Decrease in
	Value			Interest Rates			Interest Rates			Value			Interest Rates			Interest Rates
Agency MBS	$	3,994,515		$	3,902,198		$	4,059,237		$	3,414,580		$	3,363,305		$	3,448,136
TBA commitments		(7,146	)		(42,697	)		16,030			1,980			(10,941	)		11,006
10-year U.S. Treasury note futures		820			14,521			(12,883	)		(88	)		6,003			(6,179	)
Interest rate swaps		3,348			89,780			(83,086	)		1,220			47,664			(45,224	)
Options on MBS		8			4,235			—
Options on U.S. Treasury note futures		1			—			107
Equity available to common stock		385,197			361,690			373,057			285,438			273,778			275,485
Book value per common share	$	13.71		$	12.87		$	13.28		$	7.80		$	7.48		$	7.53
Book value per common share percent change					(6.10	)%		(3.15	)%					(4.15	)%		(3.51	)%

	September 30, 2017									June 30, 2019
				Value			Value						Value			Value
				with 100			with 100						with 100			with 100
				Basis Point			Basis Point						Basis Point			Basis Point
				Increase in			Decrease in						Increase in			Decrease in
	Value			Interest Rates			Interest Rates			Value			Interest Rates			Interest Rates
Agency MBS	$	3,994,515		$	3,791,400		$	4,096,513		$	3,414,580		$	3,293,357		$	3,473,745
TBA commitments		(7,146	)		(84,987	)		28,435			1,980			(27,646	)		16,761
10-year U.S. Treasury note futures		820			28,222			(26,584	)		(88	)		12,095			(12,271	)
Interest rate swaps		3,348			176,213			(169,519	)		1,220			94,108			(91,668	)
Options on MBS		8			17,266			—
Options on U.S. Treasury note futures		1			—			1,430
Equity available to common stock		385,197			321,767			323,928			285,438			239,660			254,313
Book value per common share	$	13.71		$	11.45		$	11.53		$	7.80		$	6.55		$	6.95
Book value per common share percent change					(16.47	)%		(15.91	)%					(16.06	)%		(10.94	)%

Spread Risk

Our investments in MBS expose us to “spread risk.” Spread risk, also known as “basis risk,” is the risk of an increase in the spread between market participants’ required rate of return (or “market yield”) on our MBS and prevailing benchmark interest rates, such as the U.S. Treasury or interest rate swap rates.

The spread risk inherent to our investments in agency MBS and the resulting fluctuations in fair value of these securities can occur independent of changes in prevailing benchmark interest rates and may relate to other factors impacting the mortgage and fixed income markets, such as actual or anticipated monetary policy actions by the U. S. Federal Reserve, liquidity, or changes in market participants’ required rates of return on different assets. While we use interest rate ~~derivative~~hedging instruments to attempt to mitigate the sensitivity of our net book value to changes in prevailing benchmark interest rates, such instruments are generally not designed to mitigate spread risk inherent to our investment in agency MBS. Consequently, the value of our agency MBS and, in turn, our net book value, could decline independent of changes in interest rates.

The tables that follow illustrate the estimated change in fair value for our investments in agency MBS and TBA commitments under several hypothetical scenarios of agency MBS spread movements. Changes in fair value are measured as percentage changes from their respective fair values presented in the column labeled “Value.” The sensitivity of our agency MBS and TBA commitments to changes in MBS spreads is derived from The Yield Book, a third-party model. The analysis to follow reflects an assumed spread duration for our investment in agency MBS of ~~5.4~~4.5 years, which is a model-based assumption that is dependent upon the size and composition of our investment portfolio as well as economic conditions present as of ~~September~~June 30, ~~2017.~~2019.

These analyses are not intended to provide a precise forecast. Actual results could differ materially from these estimates (dollars in thousands, except per share amounts).:

	September 30, 2017									June 30, 2019
				Value with			Value with					Value with			Value with
				10 Basis Point			10 Basis Point					10 Basis Point			10 Basis Point
				Increase in			Decrease In					Increase in			Decrease In
				Agency MBS			Agency MBS					Agency MBS			Agency MBS
	Value			Spreads			Spreads			Value		Spreads			Spreads
Agency MBS	$	3,994,515		$	3,972,950		$	4,016,080		$	3,414,580	$	3,398,950		$	3,430,210
TBA commitments, net		(7,146	)		(14,754	)		461
Options on Agency MBS		8			1,670			—
TBA commitments											1,980		(914	)		4,874
Equity available to common stock		385,197			357,686			414,361			285,438		266,914			303,962
Book value per common share	$	13.71		$	12.73		$	14.75		$	7.80	$	7.30		$	8.31
Book value per common share percent change					(7.14	)%		7.57	%				(6.49	)%		6.49	%

	September 30, 2017									June 30, 2019
				Value with			Value with					Value with			Value with
				25 Basis Point			25 Basis Point					25 Basis Point			25 Basis Point
				Increase in			Decrease In					Increase in			Decrease In
				Agency MBS			Agency MBS					Agency MBS			Agency MBS
	Value			Spreads			Spreads			Value		Spreads			Spreads
Agency MBS	$	3,994,515		$	3,940,602		$	4,048,428		$	3,414,580	$	3,375,505		$	3,453,655
TBA commitments, net		(7,146	)		(26,165	)		11,872
Options on Agency MBS		8			2,585			—
TBA commitments											1,980		(5,254	)		9,215
Equity available to common stock		385,197			314,842			458,120			285,438		239,129			331,748
Book value per common share	$	13.71		$	11.21		$	16.31		$	7.80	$	6.54		$	9.07
Book value per common share percent change					(18.26	)%		18.93	%				(16.22	)%		16.22	%

Inflation

Virtually all of our assets and liabilities are interest rate sensitive in nature. As a result, interest rates and other factors influence our performance far more than inflation. Changes in interest rates do not necessarily correlate with inflation rates or changes in inflation rates. Our financial statements are prepared in accordance with GAAP and our distributions are determined by our Board of Directors in its sole ~~discretion pursuant to our variable dividend policy;~~discretion; in each case, our activities and balance sheet are measured with reference to fair value without considering inflation.

Cautionary Statement About Forward-Looking Information

When used in this Quarterly Report on Form 10-Q, in future filings with the Securities and Exchange Commission (“SEC”) or in press releases or other written or oral communications, statements which are not historical in nature, including those containing words such as “believe,” “expect,” “anticipate,” “estimate,” “plan,” “continue,” “intend,” “should,” “may” or similar expressions, are intended to identify “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, as such, may involve known and unknown risks, uncertainties and assumptions. The forward-looking statements we make in this Quarterly Report on Form 10-Q include, but are not limited to, statements about the following:

the availability and terms of, and our ability to deploy, capital and our ability to grow our business through our current strategy focused on acquiring primarily residential mortgage-backed securities (“MBS”) that are either issued by U.S. government agencies or guaranteed as to principal and interest by U.S. government agencies or U.S. government sponsored agencies (“agency MBS”), and MBS issued by private organizations (“private-label MBS”);

our ability to qualify and maintain our qualification as a real estate investment trust (“REIT”);

our ability to forecast our tax attributes, which are based upon various facts and assumptions, and our ability to protect and use our net operating losses (“NOLs”) and net capital losses (“NCLs”) to offset future taxable income, including whether our shareholder rights plan (“Rights Plan”) will be effective in preventing an ownership change that would significantly limit our ability to utilize such losses;

our business, acquisition, leverage, asset allocation, operational, investment, hedging and financing strategies and the success of, or changes in, these strategies;

the effect of changes in prepayment rates, interest rates and default rates on our portfolio;

•

~~the effect of changes in prepayment rates, interest rates and default rates on our portfolio;~~

the effect of governmental regulation and actions on our business, including, without limitation, changes to monetary and fiscal policy and tax laws;

our ability to quantify and manage risk;

our ability to roll our repurchase agreements on favorable terms, if at all;

our liquidity;

our asset valuation policies;

our decisions with respect to, and ability to make, future dividends;

investing in assets other than MBS or pursuing business activities other than investing in MBS;

our ability to successfully operate our business as a REIT;

our ability to maintain our exclusion from the definition of “investment company” under the Investment Company Act of 1940, as amended (the “1940 Act”);

~~our decision to not elect to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code;~~ and

the effect of general economic conditions on our business.

Forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking into account information currently in our possession. These beliefs, assumptions and expectations may change as a result of many possible events or factors, not all of which are known to us or are within our control. If a change occurs, the performance of our portfolio and our business, financial condition, liquidity and results of operations may vary materially from those expressed, anticipated or contemplated in our forward-looking statements. You should carefully consider these risks, along with the following factors that could cause actual results to vary from our forward-looking statements, before making an investment in our securities:

the overall environment for interest rates, changes in interest rates, interest rate spreads, the yield curve and prepayment rates, including the timing of increases in the Federal Funds rate by the U.S. Federal Reserve;

current conditions and further adverse developments in the residential mortgage market and the overall economy;

potential risk attributable to our mortgage-related portfolios, including changes in fair value;

our use of leverage and our dependence on repurchase agreements and other short-term borrowings to finance our mortgage-related holdings;

the availability of certain short-term liquidity sources;

•

competition for investment opportunities;

~~competition for investment opportunities, including competition from the U.S. Department of Treasury (“U.S. Treasury”) and~~ the U.S. Federal ~~Reserve, for investments in agency MBS, as well as the effects~~Reserve’s balance sheet normalization program of ~~the termination by the~~gradually reducing its reinvestment of principal payments of U.S. ~~Federal Reserve of its purchases of~~Treasury securities and agency MBS;

the federal conservatorship of the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”) and related efforts, along with any changes in laws and regulations affecting the relationship between Fannie Mae and Freddie Mac and the federal government;

mortgage loan prepayment activity, modification programs and future legislative action;

changes in, and success of, our acquisition, hedging and leverage strategies, changes in our asset allocation and changes in our operational policies, all of which may be changed by us without shareholder approval;

failure of sovereign or municipal entities to meet their debt obligations or a downgrade in the credit rating of such debt obligations;

fluctuations of the value of our hedge instruments;

fluctuating quarterly operating results;

changes in laws and regulations and industry practices that may adversely affect our business;

volatility of the securities markets and activity in the secondary securities markets in the United States and elsewhere;

our ability to qualify and maintain our qualification as a REIT for federal income tax purposes;

our ability to successfully expand our business into areas other than investing in MBS and our expectations of the returns of expanding into any such areas; and

the other important factors identified in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2018 under the caption “Item 1A — Risk Factors”.

•

the other important factors identified in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2016 under the caption “Item 1A — Risk Factors”.

These and other risks, uncertainties and factors, including those described elsewhere in this Quarterly Report on Form 10-Q, could cause our actual results to differ materially from those projected in any forward-looking statements we make. All forward-looking statements speak only as of the date on which they are made. New risks and uncertainties arise over time and it is not possible to predict those events or how they may affect us. Except as required by law, we are not obligated to, and do not intend to, update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 4. Controls and Procedures

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, our management, with the participation of our Chief Executive Officer, J. Rock Tonkel, Jr., and our Chief Financial Officer, Richard E. Konzmann, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined under Rule 13a-15(e) under the ~~Securities~~ Exchange ~~Act of 1934, as amended (the “Exchange Act”))~~Act) pursuant to Rule 13a-15(b) of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding disclosure.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended ~~September~~June 30, ~~2017~~2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

We are from time to time involved in civil lawsuits, legal proceedings and arbitration matters that we consider to be in the ordinary course of our business. There can be no assurance that these matters individually or in the aggregate will not have a material adverse effect on our financial condition or results of operations in a future period. We are also subject to the risk of litigation, including litigation that may be without merit. As we intend to actively defend such litigation, significant legal expenses could be incurred. An adverse resolution of any future litigation against us could materially affect our financial condition, results of operations and liquidity. Furthermore, we operate in highly-regulated markets that currently are under intense regulatory scrutiny, and we have received, and we expect in the future that we may receive, inquiries and requests for documents and information from various federal, state and foreign regulators. In addition, one or more of our subsidiaries have received requests to repurchase loans from various parties in connection with the former securitization business conducted by a subsidiary. We believe that the continued scrutiny of MBS, structured finance, and derivative market participants increases the risk of additional inquiries and requests from regulatory or enforcement agencies and other parties. We cannot provide any assurance that these inquiries and requests will not result in further investigation of or the initiation of a proceeding against us or that, if any such investigation or proceeding were to arise, it would not materially adversely affect our Company.

Item 1A. Risk Factors

None.

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

Purchases of Equity Securities by the Issuer

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number		Exhibit Title

3.01		Amended and Restated Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the ~~Registrant’s~~Company’s Quarterly Report on Form 10-Q filed on November 9, 2009).

3.02		Articles of Amendment to the Amended and Restated Articles of Incorporation designating the shares of 7.00% Series B Cumulative Perpetual Redeemable Preferred Stock, $0.01 par value per share (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 8-A filed on May 9, 2017).

3.03		Articles of Amendment to the Amended and Restated ~~Bylaws, as amended~~Articles of Incorporation of Arlington Asset Investment Corp. designating the Company’s 8.250% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share (incorporated by reference to Exhibit ~~3.1~~3.3 to the ~~Registrant’s Current Report~~Company’s Registration Statement on Form ~~8-K~~8-A filed on ~~July 28, 2011)~~March 11, 2019).

3.04		Articles of Amendment ~~No. 1~~ to the Amended and Restated ~~Bylaws~~Articles of Incorporation of Arlington Asset Investment Corp. (incorporated by reference to Exhibit 3.1 to the ~~Registrant’s~~Company’s Current Report on Form 8-K filed on ~~February 4, 2015).~~

~~3.05~~		~~Amendment No. 2 to the Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on October 26, 2016)~~June 25, 2019).

Exhibit Number		Exhibit Title
3.05		Amended and Restated Bylaws, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 28, 2011).

3.06		Amendment No. 1 to the Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on February 4, 2015).

3.07		Amendment No. 2 to the Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 26, 2016).

3.08		Amendment No. 3 to the Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on January 17, 2019).

4.01		Form of Indenture governing the Senior Debt Securities by and between the Company and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 (File No. 333-215384) filed on December 30, 2016).

4.02		Form of Indenture governing the Subordinated Debt Securities by and between the Company and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-3 (File No. 333-215384) filed on December 30, 2016).

4.03		Indenture dated as of May 1, 2013 between the Company and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on May 1, 2013).

4.04		First Supplemental Indenture dated as of May 1, 2013 between the Company and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on May 1, 2013).

4.05		~~Form of Senior Note (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-3 (File No. 333-215384) filed on December 30, 2016).~~

~~4.06~~		~~Form of Subordinated Note (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-3 (File No. 333-215384) filed on December 30, 2016).~~

~~4.07~~		~~Form of 6.625% Senior Notes due 2023 (incorporated by reference to Exhibit 4.3 to Current Report on Form 8-K filed by the Company on May 1, 2013).~~

~~4.08~~		~~Form of Certificate for Class A common stock (incorporated by reference to Exhibit 4.01 of the Annual Report on Form 10-K filed with the SEC on February 24, 2010).~~

~~4.09~~		~~Shareholder Rights Agreement, dated June 5, 2009 (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K filed with the SEC on June 5, 2009).~~

~~4.10~~		Second Supplemental Indenture, dated as of March 18, 2015, between the Company, Wells Fargo Bank, National Association, as Trustee and The Bank of New York Mellon, as Series Trustee (incorporated by reference to Exhibit 4.3 to the Company’s Form 8-A filed on March 18, 2015).

~~4.11~~4.06		Form of Senior Note (incorporated by reference to Exhibit 4.5 to the Company’s Registration Statement on Form S-3 (File No. 333-215384) filed on December 30, 2016).

4.07		Form of Subordinated Note (incorporated by reference to Exhibit 4.6 to the Company’s Registration Statement on Form S-3 (File No. 333-215384) filed on December 30, 2016).

4.08		Form of 6.625% Senior Notes due 2023 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed by the Company on May 1, 2013).

4.09		Form of 6.750% Notes due 2025 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed by the Company on March 17, 2015).

~~4.12~~4.10		Form of Certificate for Class A common stock (incorporated by reference to Exhibit 4.01 of the Company’s Annual Report on Form 10-K filed with the SEC on February 24, 2010).

4.11		Form of specimen certificate representing the shares of 7.00% Series B Perpetual Redeemable Preferred Stock (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement ofon Form 8-A filed on May 9, 2017).

~~10.01~~4.12		~~Equity Distribution Agreement, dated May 16, 2017, by and between~~Form of specimen certificate representing the ~~Company and JonesTrading Institutional Services LLC~~shares of 8.250% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit ~~1.1 of~~4.1 to the ~~Registrant’s Current Report~~Company’s Registration Statement on Form ~~8-K~~8-A filed on ~~May 17, 2017)~~March 11, 2019).

~~12.01~~ 4.13		~~Computation~~Shareholder Rights Agreement, dated June 5, 2009 (incorporated by reference to Exhibit 4.1 of ~~Ratio~~the Company’s Current Report on Form 8-K filed with the SEC on June 5, 2009).

4.14		First Amendment to Shareholder Rights Agreement, dated as of ~~Earnings~~April 13, 2018 (incorporated by reference to ~~Fixed Charges~~Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC on April 13,2018).

10.01		Retirement and ~~Ratio of Earnings~~Consulting Agreement dated June 6, 2019, by and between Arlington Asset Investment Corp. and Eric F. Billings (incorporated by reference to Combined Fixed Charges and Preferred Stock Dividends.*the Company’s Current Report on Form 8-K filed on June 6, 2019).

31.01		Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

Exhibit Number		Exhibit Title
31.02		Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

32.01		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

32.02		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

101.INS		INSTANCE DOCUMENT***

101.SCH		SCHEMA DOCUMENT***

101.CAL		CALCULATION LINKBASE DOCUMENT***

101.LAB		LABELS LINKBASE DOCUMENT***

Exhibit Number		~~Exhibit Title~~

101.PRE		PRESENTATION LINKBASE DOCUMENT***

101.DEF		DEFINITION LINKBASE DOCUMENT***

*	Filed herewith.

**	Furnished herewith.

***

Submitted electronically herewith. Attached as Exhibit 101 are the following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~September~~June 30, ~~2017,~~2019, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at ~~September~~June 30, ~~2017~~2019 and December 31, ~~2016;~~2018; (ii) Consolidated Statements of Comprehensive Income for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2019 and ~~2016;~~2018; (iii) Consolidated Statements of Changes in Equity for the ~~Nine~~Three Months Ended ~~September~~March 31, 2019 and 2018 and for the Three Months Ended June 30, ~~2017~~2019 and ~~the Year Ended December 31, 2016;~~2018; and (iv) Consolidated Statements of Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2019 and ~~2016.~~2018.

SIGNATURES

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

	ARLINGTON ASSET INVESTMENT CORP.
	By:	/s/ RICHARD E. KONZMANN
		Richard E. Konzmann
		Executive Vice President, Chief Financial Officer and Treasurer
		(Principal Financial Officer)
Date: ~~November 3, 2017~~August 9, 2019

	Preferred Stock (#)		Preferred Amount ($)		Class A Common Stock (#)			Class A Amount ($)		Class B Common Stock (#)			Class B Amount ($)			Additional Paid-In Capital			Accumulated Other Comprehensive Income			Accumulated Deficit			Total
Balances, December 31, 2015		—	$	—		22,874,819		$	229		102,216		$	1		$	1,898,085		$	12,371		$	(1,451,258	)	$	459,428
Net loss		—		—		—			—		—			—			—			—			(41,347	)		(41,347	)
Conversion of Class B common stock to Class A common stock		—		—		81,960			1		(81,960	)		(1	)		—			—			—			—
Issuance of Class A common stock		—		—		595,342			6		—			—			9,669			—			—			9,675
Issuance of Class A common stock under stock-based compensation plans		—		—		73,457			—		—			—			—			—			—			—
Repurchase of Class A common stock under stock-based compensation plans		—		—		(18,467	)		—		—			—			(269	)		—			—			(269	)
Stock-based compensation		—		—		—			—		—			—			2,974			—			—			2,974
Income tax provision from stock-based compensation		—		—		—			—		—			—			(175	)		—			—			(175	)
Other comprehensive loss		—		—		—			—		—			—			—			(12,371	)		—			(12,371	)
Dividends declared		—		—		—			—		—			—			—			—			(59,102	)		(59,102	)
Balances, December 31, 2016		—		—		23,607,111			236		20,256			—			1,910,284			—			(1,551,707	)		358,813
Net income		—		—		—			—		—			—			—			—			10,194			10,194
Conversion of Class B common stock to Class A common stock		—		—		20,256			—		(20,256	)		—			—			—			—			—
Issuance of Class A common stock		—		—		4,369,637			44		—			—			59,869			—			—			59,913
Issuance of Class A common stock under stock-based compensation plans		—		—		74,000			—		—			—			—			—			—			—
Issuance of Series B preferred stock		294,993		6,904		—			—		—			—			—			—			—			6,904
Repurchase of Class A common stock under stock-based compensation plans		—		—		(32,729	)		—		—			—			(437	)		—			—			(437	)
Stock-based compensation		—		—		—			—		—			—			2,747			—			—			2,747
Dividends declared		—		—		—			—		—			—			—			—			(45,562	)		(45,562	)
Balances, September 30, 2017		294,993	$	6,904		28,038,275		$	280	$	—		$	—		$	1,972,463		$	—		$	(1,587,075	)	$	392,572

	Notional Amount			Weighted-average Strike Price		Implied Strike Rate ⁽¹⁾			Net Fair Value
Purchased put options:
January 2017 expiration	$	950,000			120.8		2.87	%	$	539
February 2017 expiration		700,000			122.6		2.64	%		3,281
Total / weighted average for purchased put options	$	1,650,000			121.6		2.77	%	$	3,820
Sold call options:
January 2017 expiration	$	(100,000	)		126.0		2.25	%	$	(141	)
February 2017 expiration		(900,000	)		126.0		2.24	%		(3,765	)
Total / weighted average for sold call options	$	(1,000,000	)		126.0		2.24	%	$	(3,906	)
Purchased call options:
January 2017 expiration	$	1,000,000			127.1		2.12	%	$	469
									$	383

	Notional Amount		Weighted-average Strike Price		Underlying Agency MBS Coupon			Net Fair Value
Purchased put options:
October 2017 expiration	$	500,000		102.5		4.00	%	$	-
November 2017 expiration		200,000		103.5		4.00	%		8
Total / weighted average for purchased put options	$	700,000		102.8		4.00	%	$	8

	September 30, 2017
	Notional Amount: Net Purchase (Sale) Commitment			Contractual Forward Price			Market Price			Fair Value
Dollar roll positions:
3.0% coupon purchase commitments	$	200,000		$	202,258		$	200,563		$	(1,695	)
3.5% coupon purchase commitments		1,005,000			1,040,762			1,036,092			(4,670	)
4.0% coupon purchase commitments		250,000			263,929			263,164			(765	)
4.0% coupon sale commitments		(100,000	)		(105,250	)		(105,266	)		(16	)
Total TBA commitments, net	$	1,355,000		$	1,401,699		$	1,394,553		$	(7,146	)

	September 30, 2017			December 31, 2016
Ordinary deferred tax assets:
NOL carry-forward	$	27,121		$	37,238
AMT credit carry-forward		8,952			8,427
Deferred net loss on designated derivatives		6,717			1,386
Stock-based compensation		2,563			2,426
Other, net		137			208
Total ordinary deferred tax assets		45,490			49,685
Ordinary deferred tax liabilities:
Net unrealized gain on designated derivatives		(22,037	)		(25,145	)
Ordinary deferred tax assets, net		23,453			24,540

Capital deferred tax assets:
NCL carry-forward		120,493			120,939
Net unrealized loss on investments		31,951			44,253
Valuation allowance		(152,444	)		(140,903	)
Total capital deferred tax assets, net		—			24,289
Total deferred tax assets, net	$	23,453		$	48,829

	As of March 31, 2017
	As Previously Reported			Adjustment			As Revised
Consolidated Balance Sheets:
Deferred tax assets, net	$	65,149		$	(24,603	)	$	40,546
Total assets		4,720,492			(24,603	)		4,695,889
Accumulated deficit		(1,536,949	)		(24,603	)		(1,561,552	)
Total stockholders' equity		374,481			(24,603	)		349,878
Total liabilities and stockholders' equity		4,720,492			(24,603	)		4,695,889

	As of December 31, 2015
	As Previously Reported			Adjustment			As Revised
Consolidated Balance Sheets:
Deferred tax assets, net	$	97,530		$	(24,603	)	$	72,927
Total assets		4,202,939			(24,603	)		4,178,336
Accumulated deficit		(1,426,655	)		(24,603	)		(1,451,258	)
Total stockholders' equity		484,031			(24,603	)		459,428
Total liabilities and stockholders' equity		4,202,939			(24,603	)		4,178,336

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Emerging growth company