ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

interest rate swaps for the three months ended June 30, 2017 compared to the same period in 2016, reflecting a sharper decline in forward interest rates during the three months ended June 30, 2016. Net unrealized gains (losses) on investments measured at fair value through earnings were $16.2 million for the three months ended June 30, 2017 compared to ($54.2) million for the same period in 2016, primarily due to a favorable change in unrealized gains (losses) on Agency interest-only investments. Net gains (losses) on trading assets were ($14.4) million for the three months ended June 30, 2017 compared to $81.9 million for the same period in 2016, reflecting lower net gains on TBA derivatives and higher net losses on futures contracts during the three months ended June 30, 2017 compared to the same period in 2016.

Net income (loss) was $454.9 million, which includes ($0.2) million attributable to a noncontrolling interest, or $0.40 per average basic common share, for the six months ended June 30, 2017 compared to ($1.1) billion, which includes ($0.5) million attributable to a noncontrolling interest, or ($1.28) per average basic common share, for the same period in 2016. We attribute the majority of the change in net income (loss) to a decrease in realized and unrealized losses on interest rate swaps and higher net interest income, partially offset by the change in net gains (losses) on trading assets. The change in realized and unrealized losses on interest rate swaps was primarily due to a $1.4 billion decrease in unrealized losses on interest rate swaps for the six months ended June 30, 2017 compared to the same period in 2016, reflecting a sharper decline in forward interest rates during the six months ended June 30, 2016. Net interest income increased $159.4 million to $704.4 million for the six months ended June 30, 2017 compared to the same period in 2016, primarily due to higher coupon income resulting from an increase in average Interest Earning Assets and lower amortization expense, partially offset by an increase in average Interest Bearing Liabilities. Net gains (losses) on trading assets were ($14.1) million for the six months ended June 30, 2017 compared to $207.1 million for the same period in 2016, reflecting lower net gains on TBA derivatives partially offset by lower net losses on futures contracts during the six months ended June 30, 2017 compared to the same period in 2016.

Non-GAAP

Core earnings (excluding premium amortization adjustment (or “PAA”)) were $332.6 million, or $0.30 per average common share, for the three months ended June 30, 2017 compared to $282.2 million, or $0.29 per average common share, for the same period in 2016. Core earnings (excluding PAA) increased during the

three months ended June 30, 2017 compared to the same period in 2016 primarily due to an increase in interest income earned on higher average Residential Investment Securities balances and a decrease in interest expense on interest rate swaps, partially offset by higher interest expense due to an increase in average Interest Bearing Liabilities and higher rates on repurchase agreements.

Core earnings (excluding PAA) were $668.5 million, or $0.61 per average common share, for the six months ended June 30, 2017 compared to $573.9 million, or $0.58 per average common share, for the same period in 2016. Core earnings (excluding PAA) increased during the six months ended June 30, 2017 compared to the same period in 2016 primarily due to an increase in interest income earned on higher average Residential Investment Securities balances, lower amortization expense and a decrease in interest expense on interest rate swaps, partially offset by higher interest expense due to an increase in average Interest Bearing Liabilities and higher rates on repurchase agreements and FHLB advances.

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with US generally accepted accounting principles (“GAAP”), we provide the following non-GAAP financial measures.

·	core earnings and core earnings (excluding PAA);

·	core earnings and core earnings (excluding PAA) per average common share;

·	annualized core return on average equity (excluding PAA);

·	interest income (excluding PAA);

·	economic interest expense;

·	economic net interest income (excluding PAA);

·	average yield on Interest Earning Assets (excluding PAA);

·	net interest margin (excluding PAA) and

·	net interest spread (excluding PAA).

These measures should not be considered a substitute for, or superior to, financial measures computed in accordance with GAAP. While intended to offer a fuller understanding of our results and operations, non-GAAP financial measures also have limitations. For example, our non-GAAP metrics may be defined differently than those of industry peers. Additionally, in the case of non-GAAP measures that exclude the PAA, the amount of amortization expense excluding the PAA is not

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

necessarily representative of the amount of future periodic amortization nor is it indicative of the term over which we will amortize the remaining unamortized premium. Changes to actual and estimated prepayments will impact the timing and amount of premium amortization and, as such, both GAAP and non-GAAP results.

These non-GAAP measures provide additional detail to enhance investor understanding of our period-over-period operating performance and business trends, as well as for assessing our performance versus that of industry peers. Additional information pertaining to our use of these non-GAAP financial measures, including discussion of how each such measure is useful to investors, and reconciliations to their most directly comparable GAAP results are provided below.

Amortization

In accordance with GAAP, we amortize or accrete premiums or discounts into interest income for Agency mortgage-backed securities (other than interest-only securities), taking into account estimates of future principal prepayments in the calculation of the effective yield. We recalculate the effective yield as differences between anticipated and actual prepayments occur.

Using third-party model and market information to project future cash flows and expected remaining lives of securities, the effective interest rate determined for each security is applied as if it had been in place from the date of the security’s acquisition. The amortized cost of the security is then adjusted to the amount that would have existed had the new effective yield been applied since the acquisition date, which results in a cumulative PAA in each period. The adjustment to amortized cost is offset with a charge or credit to interest income. Changes in interest rates and other market factors will impact prepayment speed projections and the amount of premium amortization recognized in any given period.

Our GAAP metrics include the unadjusted impact of amortization and accretion associated with this method. Certain of our non-GAAP metrics exclude the effect of the PAA, which quantifies the component of premium amortization representing the cumulative impact on prior periods, but not the current period, of quarter-over-quarter changes in estimated long-term CPR.

The following table illustrates the impact of the PAA on premium amortization expense for our Residential Investment Securities portfolio for the periods presented:

	For the Three Months Ended				For the Six Months Ended
	June 30, 2017		June 30, 2016		June 30, 2017		June 30, 2016
	(dollars in thousands)
Premium amortization expense (accretion)	$	251,084	$	265,475	$	454,718	$	621,146
Less: PAA Cost (Benefit)		72,700		85,583		90,570		253,991
Premium amortization expense exclusive of PAA	$	178,384	$	179,892	$	364,148	$	367,155


	For the Three Months Ended				For the Six Months Ended
	June 30, 2017		June 30, 2016		June 30, 2017		June 30, 2016
	(per average common share)
Premium amortization expense (accretion)	$	0.25	$	0.29	$	0.45	$	0.67
Less: PAA Cost (Benefit)		0.07		0.10		0.09		0.27
Premium amortization expense exclusive of PAA	$	0.18	$	0.19	$	0.36	$	0.40

Core earnings and core earnings (excluding PAA), core earnings and core earnings (excluding PAA) per average common share and annualized core return on average equity (excluding PAA)

One of our principal business objectives is to generate net income by earning a net interest spread on our investment portfolio, which is a function of our interest income from our investment portfolio less financing, hedging and operating costs. Core earnings, which is comprised of interest income plus TBA dollar roll income, less financing and hedging costs and general and administrative expenses, and core earnings (excluding PAA), are used by management, and we believe, used by our analysts and investors, to measure its progress in achieving this objective. We define core

earnings, a non-GAAP measure, as net income (loss) excluding gains or losses on disposals of investments and termination of interest rate swaps, unrealized gains or losses on interest rate swaps and investments measured at fair value through earnings, net gains and losses on trading assets, impairment losses, net income (loss) attributable to noncontrolling interest, corporate acquisition related expenses and certain other non-recurring gains or losses, and inclusive of TBA dollar roll income (a component of Net gains (losses) on trading assets) and realized amortization of MSRs (a component of net unrealized gains (losses) on investments measured at fair value through earnings). Core earnings (excluding PAA) excludes the component of premium amortization expense representing the cumulative effect of quarter-over-

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

quarter changes in estimated long-term prepayment speeds related to our Agency mortgage-backed securities (other than interest-only securities), which can obscure underlying trends in the performance of the portfolio.

We believe these measures provide management and investors with additional details regarding our underlying operating results and investment portfolio trends by (i) making adjustments to account for the disparate reporting of changes in fair value where certain instruments are reflected in GAAP net income (loss) while others are reflected in Other comprehensive income (loss), and (ii) by excluding certain unrealized,

non-cash or episodic components of GAAP net income (loss) in order to provide additional transparency into the operating performance of our portfolio. Annualized core return on average equity (excluding PAA), which is calculated by dividing core earnings (excluding PAA) over average stockholders’ equity, provides investors with additional detail on the core earnings generated by our invested equity capital.

The following table presents a reconciliation of GAAP financial results to non-GAAP core earnings for the periods presented:

	For the Three Months Ended						For the Six Months Ended
	June 30, 2017			June 30, 2016			June 30, 2017			June 30, 2016
	(dollars in thousands, except per share data)
GAAP net income (loss)	$	14,522		$	(278,497	)	$	454,930		$	(1,146,577	)
Less:
Realized (gains) losses on termination of interest rate swaps		58			60,064			58			60,064
Unrealized (gains) losses on interest rate swaps		177,567			373,220			28,383			1,404,940
Net (gains) losses on disposal of investments		5,516			(12,535	)		281			(10,860	)
Net (gains) losses on trading assets		14,423			(81,880	)		14,104			(207,069	)
Net unrealized (gains) losses on financial instruments measured at fair value through earnings		(16,240	)		54,154			(39,923	)		54,026
Corporate acquisition related expenses ⁽¹⁾		-			2,163			-			2,163
Net (income) loss attributable to noncontrolling interest		102			385			205			547
Plus:
TBA dollar roll income (loss) ⁽²⁾		81,051			79,519			151,019			162,708
MSR amortization ⁽³⁾		(17,098	)		-			(31,128	)		-
Core earnings⁽⁴⁾	$	259,901		$	196,593		$	577,929		$	319,942
Less:
Premium amortization adjustment cost (benefit)		72,700			85,583			90,570			253,991
Core earnings (excluding PAA) ⁽⁴⁾	$	332,601		$	282,176		$	668,499		$	573,933

GAAP net income (loss) per common share⁽⁵⁾	$	(0.01	)	$	(0.32	)	$	0.40		$	(1.28	)
Core earnings per common share⁽⁴⁾⁽⁵⁾	$	0.23		$	0.19		$	0.52		$	0.31
Core earnings per common share (excluding PAA)⁽⁴⁾⁽⁵⁾	$	0.30		$	0.29		$	0.61		$	0.58

Annualized GAAP return (loss) on average equity		0.46	%		(9.60	%)		7.21	%		(19.59	%)
Annualized core return on average equity (excluding PAA)⁽⁴⁾		10.54	%		9.73	%		10.61	%		9.81	%

(1)	Represents transaction costs incurred in connection with the Hatteras Acquisition.
(2)	Represents a component of Net gains (losses) on trading assets in the Consolidated Statements of Comprehensive Income (Loss).
(3)	Represents the portion of changes in fair value that is attributable to the realization of estimated cash flows on our MSR portfolio and is reported as a component of Net unrealized (gains) losses on investments measured at fair value through earnings in the Consolidated Statements of Comprehensive Income (Loss).
(4)	Represents a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for additional information.
(5)	Net of dividends on preferred stock.

From time to time, we enter into to-be-announced forward contracts (TBAs) as an alternate means of investing in and financing Agency mortgage-backed securities. A TBA contract is an agreement to purchase or sell, for future delivery, an Agency mortgage-backed security with a specified issuer, term and coupon. A TBA dollar roll represents a transaction where TBA contracts with the same terms but different settlement dates are simultaneously bought and sold. The TBA contract settling in the later month typically prices at a discount to the earlier month contract with the difference in price commonly referred to as the “drop”. The drop is a reflection of the expected net interest income from an investment in similar Agency mortgage-backed securities, net of an implied financing cost, that would be foregone as a result of settling the contract in the later month rather than in the earlier month. The drop

between the current settlement month price and the forward settlement month price occurs because in the TBA dollar roll market, the party providing the financing is the party that would retain all principal and interest payments accrued during the financing period. Accordingly, TBA dollar roll income generally represents the economic equivalent of the net interest income earned on the underlying Agency mortgage-backed security less an implied financing cost.

TBA dollar roll transactions are accounted for under GAAP as a series of derivatives transactions. The fair value of TBA derivatives is based on methods similar to those used to value Agency mortgage-backed securities. We record TBA derivatives at fair value on the Consolidated Statements of Financial Condition and recognize periodic changes in fair value as Net gains

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

(losses) on trading assets in the Consolidated Statements of Comprehensive Income (Loss), which includes both unrealized and realized gains and losses on derivatives (excluding interest rate swaps).

TBA dollar roll income is calculated as the difference in price between two TBA contracts with the same terms but different settlement dates multiplied by the notional amount of the TBA contract. Although accounted for as derivatives, TBA dollar rolls capture the economic equivalent of net interest income, or carry, on the underlying Agency mortgage-backed security (interest income less an implied cost of financing). TBA dollar roll income is reported as a component of Net gains (losses) on trading assets in the Consolidated Statements of Comprehensive Income (Loss).

Interest income (excluding PAA), economic interest expense and economic net interest income (excluding PAA)

Interest income (excluding PAA) represents interest income excluding the effect of the premium amortization adjustment, and serves as the basis for deriving average yield on Interest Earning Assets (excluding PAA), net interest spread (excluding PAA) and net interest margin (excluding PAA), which are discussed below. We believe this measure provides management and investors with additional detail to enhance their understanding of our operating results and trends by excluding the component of premium amortization expense representing the cumulative effect

of quarter-over-quarter changes in estimated long-term prepayment speeds related to our Agency mortgage-backed securities (other than interest-only securities), which can obscure underlying trends in the performance of the portfolio.

Economic interest expense is comprised of interest expense, as computed in accordance with GAAP, plus interest expense on interest rate swaps used to hedge the cost of funds, which is a component of Realized gains (losses) on interest rate swaps in the Consolidated Statements of Comprehensive Income (Loss). We use interest rate swaps to manage our exposure to changing interest rates on repurchase agreements by economically hedging cash flows associated with these borrowings. Accordingly, adding the contractual interest payments on interest rate swaps to interest expense, as computed in accordance with GAAP, reflects the total contractual interest expense and thus, provides investors with additional information about the cost of our
financing strategy.

Similarly, economic net interest income (excluding PAA), as computed below, provides investors with additional information to enhance their understanding of the net economics of our primary business operations.

The following tables provide GAAP measures of interest expense and net interest income and details with respect to reconciling the aforementioned line items on a non-GAAP basis for each respective period:

Interest Income (excluding PAA)

	GAAP Interest Income		PAA cost (benefit)		Interest income (excluding PAA)
Three Months Ended:	(dollars in thousands)
June 30, 2017	$	537,426	$	72,700	$	610,126
June 30, 2016	$	457,118	$	85,583	$	542,701
Six Months Ended:
June 30, 2017	$	1,125,153	$	90,570	$	1,215,723
June 30, 2016	$	845,261	$	253,991	$	1,099,252

Economic Interest Expense and Economic Net Interest Income (excluding PAA)

	GAAP Interest Expense		Add: Interest Expense on Interest Rate Swaps Used to Hedge Cost of Funds ⁽¹⁾		Economic Interest Expense		GAAP Net Interest Income		Less: Interest Expense on Interest Rate Swaps Used to Hedge Cost of Funds ⁽¹⁾		Economic Net Interest Income		Add: PAA Cost (Benefit)		Economic Net Interest Income (excluding PAA)
Three Months Ended:	(dollars in thousands)						(dollars in thousands)
June 30, 2017	$	222,281	$	84,252	$	306,533	$	315,145	$	84,252	$	230,893	$	72,700	$	303,593
June 30, 2016	$	152,755	$	108,301	$	261,056	$	304,363	$	108,301	$	196,062	$	85,583	$	281,645
Six Months Ended:
June 30, 2017	$	420,706	$	173,218	$	593,924	$	704,447	$	173,218	$	531,229	$	90,570	$	621,799
June 30, 2016	$	300,202	$	231,425	$	531,627	$	545,059	$	231,425	$	313,634	$	253,991	$	567,625

⁽¹⁾A component of realized gains (losses) on interest rate swaps on the Consolidated Statements of Comprehensive Income.

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

Experienced and Projected Long-term CPR

Prepayment speeds, as reflected by the Constant Prepayment Rate (or CPR) and interest rates vary according to the type of investment, conditions in financial markets, competition and other factors, none of which can be predicted with any certainty. In general, as prepayment speeds and expectations of prepayment speeds on our Agency mortgage-backed securities

portfolio increase, related purchase premium amortization increases, thereby reducing the yield on such assets. The following table presents the weighted average experienced CPR and weighted average projected long-term CPR on our Agency mortgage-backed securities portfolio as of or for the periods presented.

Three Months Ended	Experienced CPR⁽¹⁾	Projected Long- term CPR⁽²⁾
June 30, 2017	10.9%	10.6%
June 30, 2016	12.7%	13.0%

Six Months Ended	Experienced CPR⁽¹⁾	Projected Long- term CPR⁽²⁾
June 30, 2017	11.2%	10.6%
June 30, 2016	10.8%	13.0%

(1) For the three and six months ended June 30, 2017 and 2016, respectively. (2) As of June 30, 2017 and 2016, respectively.

The change in CPR measures for the current periods compared with the prior periods also reflect the change in portfolio mix due to the acquisition of Hatteras.

Average yield on Interest Earning Assets (excluding PAA), net interest spread (excluding PAA) and net interest margin (excluding PAA)

Net interest spread (excluding PAA), which is the difference between the average yield on Interest Earning Assets (excluding PAA) and the average cost of Interest

Bearing Liabilities, and net interest margin (excluding PAA), which is calculated by dividing the economic net interest income (excluding PAA) by average Interest Earning Assets, provide management with additional measures of our profitability that management relies upon in monitoring the performance of the business.

Disclosure of these measures for which reconciliation to GAAP is presented below provides investors with additional detail regarding how management evaluates our performance.

Economic Net Interest Income (excluding PAA)

	Average Interest Earning Assets ⁽¹⁾		Interest income (excluding PAA)⁽²⁾		Average Yield on Interest Earning Assets (excluding PAA) ⁽²⁾			Average Interest Bearing Liabilities		Economic Interest Expense ⁽²⁾⁽³⁾		Average Cost of Interest Bearing Liabilities			Economic Net Interest Income (excluding PAA) ⁽²⁾⁽³⁾		Net Interest Spread (excluding PAA) ⁽²⁾			Net Interest Margin (excluding PAA) ⁽²⁾⁽⁴⁾
Three Months Ended:	(dollars in thousands)
June 30, 2017	$	83,427,268	$	610,126		2.93	%	$	70,486,779	$	306,533		1.74	%	$	303,593		1.19	%		1.53	%
June 30, 2016	$	73,587,753	$	542,701		2.95	%	$	62,049,474	$	261,056		1.68	%	$	281,645		1.27	%		1.54	%
For the Six Months Ended:
June 30, 2017	$	84,545,709	$	1,215,723		2.88	%	$	71,454,874	$	593,924		1.66	%	$	621,799		1.22	%		1.54	%
June 30, 2016	$	73,879,848	$	1,099,252		2.98	%	$	62,214,585	$	531,627		1.71	%	$	567,625		1.27	%		1.54	%

⁽¹⁾

^{Does not reflect unrealized gains/(losses).}

⁽²⁾

^{Represents a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for additional information.}

⁽³⁾

^{Net of interest expense on interest rate swaps used to hedge cost of funds.}

⁽⁴⁾

^{Represents the sum of annualized economic net interest income (excluding PAA), inclusive of interest expense on interest rate swaps used to hedge costs of funds, plus TBA dollar roll income less interest expense on interest rate swaps used to hedge dollar roll transactions divided by the sum of average Interest Earning Assets plus average outstanding TBA contract balances.}

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

Economic Interest Expense and the Average Cost of Interest Bearing Liabilities

Typically, our largest expense is the cost of Interest Bearing Liabilities and interest expense on interest rate swaps, which is recorded in realized gains (losses) on

interest rate swaps on the Consolidated Statements of Comprehensive Income (Loss). The table below shows our average Interest Bearing Liabilities and average cost of Interest Bearing Liabilities as compared to average one-month and average six-month LIBOR for the periods presented.

Cost of Funds on Average Interest Bearing Liabilities

	Average Interest Bearing Liabilities		Interest Bearing Liabilities at Period End		Economic Interest Expense⁽¹⁾		Average Cost of Interest Bearing Liabilities			Average One- Month LIBOR			Average Six- Month LIBOR			Average One-Month LIBOR Relative to Average Six-Month LIBOR			Average Cost of Interest Bearing Liabilities Relative to Average One- Month LIBOR			Average Cost of Interest Bearing Liabilities Relative to Average Six- Month LIBOR
Three Months Ended:	(dollars in thousands)
June 30, 2017	$	70,486,779	$	69,721,618	$	306,533		1.74	%		1.06	%		1.42	%		(0.36	%)		0.68	%		0.32	%
June 30, 2016	$	62,049,474	$	61,218,079	$	261,056		1.68	%		0.44	%		0.92	%		(0.48	%)		1.24	%		0.76	%
For the Six Months Ended:
June 30, 2017	$	71,454,874	$	69,721,618	$	593,924		1.66	%		0.94	%		1.40	%		(0.46	%)		0.72	%		0.26	%
June 30, 2016	$	62,214,585	$	61,218,079	$	531,627		1.71	%		0.44	%		0.90	%		(0.46	%)		1.27	%		0.81	%

(1) Economic interest expense includes interest expense on interest rate swaps used to hedge cost of funds.

Economic interest expense increased by $45.5 million to $306.5 million for the three months ended June 30, 2017 compared to the same period in 2016. Economic interest expense increased by $62.3 million to $593.9 million for the six months ended June 30, 2017 compared to the same period in 2016. The change in each period was primarily due to an increase in average Interest Bearing Liabilities and higher rates on repurchase agreements, partially offset by lower interest expense on interest rate swaps used to hedge cost of funds.

We do not manage our portfolio to have a pre-designated amount of borrowings at quarter or year end. Our borrowings at period end are a snapshot of our borrowings as of a date, and this number should be expected to differ from average borrowings over the period for a number of reasons. The mortgage-backed securities we own pay principal and interest towards the end of each month and the mortgage-backed securities we purchase are typically settled during the beginning of the month. As a result, depending on the amount of mortgage-backed securities we have committed to purchase, we may retain the principal and interest we receive in the prior month, or we may use it to pay down our borrowings. Moreover, we generally use interest rate swaps, swaptions and other derivative instruments to hedge our portfolio, and as we pledge or receive collateral under these agreements, our borrowings on

any given day may be increased or decreased. Our average borrowings during a quarter will differ from period end borrowings as we implement our portfolio management strategies and risk management strategies over changing market conditions by increasing or decreasing leverage. Additionally, these numbers will differ during periods when we conduct capital raises, as in certain instances we may purchase additional assets and increase leverage with the expectation of a successful capital raise. Since our average borrowings and period end borrowings can be expected to differ, we believe our average borrowings during a period provide a more accurate representation of our exposure to the risks associated with leverage than our period end borrowings.

As of June 30, 2017 and December 31, 2016, 95% of our debt represented repurchase agreements and other secured financing arrangements collateralized by a pledge of our Residential Investment Securities, residential mortgage loans, commercial real estate investments and corporate loans. All of our Residential Investment Securities are currently accepted as collateral for these borrowings. However, we limit our borrowings, and thus our potential asset growth, in order to maintain unused borrowing capacity and thus increase the liquidity and strength of our balance sheet.

Realized and Unrealized Gains (Losses)

Realized and unrealized gains (losses) is comprised of net gains (losses) on interest rate swaps, net gains (losses) on disposal of investments, net gains (losses) on trading assets and net unrealized gains (losses) on

investments measured at fair value through earnings. These components of realized and unrealized gains (losses) for the three and six months ended June 30, 2017 and 2016 were as follows:

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

	For the Three Months Ended,								For the Six Months Ended,
	June 30, 2017				June 30, 2016				June 30, 2017				June 30, 2016

Net gains (losses) on interest rate swaps⁽¹⁾		$	(274,095	)		$	(564,046	)		$	(229,067	)		$	(1,743,241	)
Net gains (losses) on disposal of investments			(5,516	)			12,535				(281	)			10,860
Net gains (losses) on trading assets			(14,423	)			81,880				(14,104	)			207,069
Net unrealized gains (losses) on investments measured at fair value through earnings			16,240				(54,154	)			39,923				(54,026	)
Total		$	(277,794	)		$	(523,785	)		$	(203,529	)		$	(1,579,338	)

(1) Includes realized gains (losses) on interest rate swaps and unrealized gains (losses) on interest rate swaps.

For the Three Months Ended June 30, 2017 and 2016

Net gains (losses) on interest rate swaps for the three months ended June 30, 2017 was ($274.1) million compared to ($564.0) million for the same period in 2016. The change was primarily attributable to lower unrealized losses on interest rate swaps which was ($177.6) million for the three months ended June 30, 2017 compared to ($373.2) million for the same period in 2016, reflecting a sharper decline in forward interest rates during the three months ended June 30, 2016.

Net gains (losses) on disposal of investments was ($5.5) million for the three months ended June 30, 2017 compared with $12.5 million for the same period in 2016. During the three months ended June 30, 2017, we disposed of Residential Investment Securities with a carrying value of $2.5 billion for an aggregate net loss of ($5.2) million. For the same period in 2016, we disposed of Residential Investment Securities with a carrying value of $1.8 billion for an aggregate net gain of $11.9 million.

Net gains (losses) on trading assets was ($14.4) million for the three months ended June 30, 2017 compared to $81.9 million for the same period in 2016. Net gains on TBA derivatives decreased $66.2 million to $92.9 million for the three months ended June 30, 2017 compared to $159.1 million for the same period in 2016. Net losses on futures contracts increased $19.7 million to ($97.0) million for the three months ended June 30, 2017 compared to ($77.3) million for the same period in 2016.

Net unrealized gains (losses) on investments measured at fair value through earnings was $16.2 million for the three months ended June 30, 2017 compared to ($54.2) million for the same period in 2016. The change was primarily attributable to favorable valuations on residential credit investments and interest-only mortgage-backed securities for the three months ended June 30, 2017 compared to the same period in 2016, partially offset by lower valuations of MSRs as of June 30, 2017.

For the Six Months Ended June 30, 2017 and 2016

Net gains (losses) on interest rate swaps for the six months ended June 30, 2017 was ($229.1) million compared to ($1.7) billion for the same period in 2016.

Unrealized gains (losses) on interest rate swaps for the six months ended June 30, 2017 was ($28.4) million compared to ($1.4) billion for the same period in 2016, reflecting periods of rising forward interest rates during the six months ended June 30, 2017 compared to lower forward interest rates for the same period in 2016.

Net gains (losses) on disposal of investments was ($0.3) million for the six months ended June 30, 2017 compared with $10.9 million for the same period in 2016. During the six months ended June 30, 2017, we disposed of Residential Investment Securities with a carrying value of $4.6 billion for an aggregate net loss of ($4.0) million and residential mortgage loans for a net loss of ($1.3) million partially offset by a disposal of a wholly-owned triple net leased property for a gain of $5.1 million. For the same period in 2016, we disposed of Residential Investment Securities with a carrying value of $5.2 billion for an aggregate net gain of $10.3 million.

Net gains (losses) on trading assets was ($14.1) million for the six months ended June 30, 2017 compared to $207.1 million for the same period in 2016. Net gains on TBA derivatives decreased $347.7 million to $115.7 million for the six months ended June 30, 2017 compared to $463.4 million for the same period in 2016. Net losses on futures contracts decreased $136.6 million to ($119.7) million for the six months ended June 30, 2017 compared to ($256.4) million for the same period in 2016.

Net unrealized gains (losses) on investments measured at fair value through earnings was $39.9 million for the six months ended June 30, 2017 compared to ($54.0) million for the same period in 2016. The change was primarily attributable to favorable valuations on residential credit investments and interest-only mortgage-backed securities for six months ended June

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

30, 2017 compared to the same period in 2016, partially offset by lower valuations of MSRs as of June 30, 2017.

Other Income (Loss)

Other income (loss) includes certain revenues and costs associated with our investments in commercial real estate, including rental income and recoveries, net servicing income on MSRs, operating and transaction costs as well as depreciation and amortization expense. We report in “Other income (loss)” items whose amounts, either individually or in the aggregate, would

not, in the opinion of management, be meaningful to readers of the financial statements. Given the nature of certain components of this line item, balances may fluctuate from period to period.

General and Administrative Expenses

General and administrative (or G&A) expenses consist of compensation expense, the management fee and other expenses. The following table shows our total G&A expenses as compared to average total assets and average equity for the periods presented.

G&A Expenses and Operating Expense Ratios

	Total G&A Expenses ⁽¹⁾		Total G&A Expenses/Average Assets ⁽¹⁾		Total G&A Expenses/Average Equity ⁽¹⁾
For the Three Months Ended:	(dollars in thousands)
June 30, 2017	$	54,023		0.25%		1.71%
June 30, 2016	$	49,221		0.25%		1.70%
For the Six Months Ended:
June 30, 2017	$	107,851		0.25%		1.71%
June 30, 2016	$	97,166		0.25%		1.66%

(1) Includes $2.2 million of acquisition costs attributable for the Hatteras Acquisition for the three months and six months ended June 30, 2016.

G&A expenses were $54.0 million for the three months ended June 30, 2017, an increase of $4.8 million compared to the same period in 2016. G&A expenses increased $10.7 million to $107.9 million for the six months ended June 30, 2017 compared to $97.2 million for the same period in 2016. The change was primarily

due to a higher compensation and management fee reflecting an increase in adjusted stockholders' equity primarily attributable to the Hatteras Acquisition and higher other G&A expenses, primarily due to an increase in brokerage related costs, occupancy, and professional fees.

Unrealized Gains and Losses

With our available-for-sale accounting treatment on our Agency mortgage-backed securities and debentures which represent the largest portion of assets on balance sheet, unrealized fluctuations in market values of assets do not impact our GAAP or taxable income but rather are reflected on our balance sheet by changing the carrying value of the asset and stockholders’ equity under accumulated other comprehensive income (loss). As a result of this fair value accounting treatment, our

book value and book value per share are likely to fluctuate far more than if we used amortized cost accounting. As a result, comparisons with companies that use amortized cost accounting for some or all of their balance sheet may not be meaningful.

The table below shows cumulative unrealized gains and losses on our available-for-sale investments reflected in the Consolidated Statements of Financial Condition.

	June 30, 2017			December 31, 2016
	(dollars in thousands)
Unrealized gain	$	250,153		$	275,680
Unrealized loss		(1,100,920	)		(1,361,573	)
Net unrealized gain (loss)	$	(850,767	)	$	(1,085,893	)

Unrealized changes in the estimated fair value of available-for-sale investments may have a direct effect on our potential earnings and dividends: positive changes will increase our equity base and allow us to

increase our borrowing capacity while negative changes tend to reduce borrowing capacity under our investment policy. A very large negative change in the net fair value of our available-for-sale Residential Investment

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

Securities might impair our liquidity position, requiring us to sell assets with the likely result of realized losses upon sale.

The fair value of these securities being less than amortized cost as of June 30, 2017 is solely due to market conditions and not the quality of the assets. Substantially all of the Agency mortgage-backed securities and debentures are “AAA” rated or carry an implied “AAA” rating. The investments are not considered to be other-than-temporarily impaired because we currently have the ability and intent to hold the investments to maturity or for a period of time sufficient for a forecasted market price recovery up to or beyond the cost of the investments, and it is not more likely than not that we will be required to sell the

investments before recovery of the amortized cost bases, which may be maturity. Also, we are guaranteed payment of the principal amount of the securities by the respective issuing Agency.

Return on Average Equity

Our annualized return (loss) on average equity was 0.46% and (9.60%) for the three months ended June 30, 2017 and 2016, respectively. Our annualized return (loss) on average equity was 7.21% and (19.59%) for the six months ended June 30, 2016 and 2015, respectively. The following table shows the components of our annualized return on average equity for the periods presented.

Components of Annualized Return on Average Equity

	Economic Net Interest Income/ Average Equity⁽¹⁾		Realized and Unrealized Gains and Losses/Average Equity⁽²⁾		Other Income (Loss)/Average Equity⁽³⁾		G&A Expenses/ Average Equity		Income Taxes/ Average Equity		Return on Average Equity
For the Three Months Ended:
June 30, 2017		7.31%		(6.13%)		0.98%		(1.71%)		0.01%		0.46%
June 30, 2016		6.75%		(14.31%)		(0.34%)		(1.70%)		0.00%		(9.60%)
For the Six Months Ended:
June 30, 2017		8.42%		(0.48%)		0.99%		(1.71%)		(0.01%)		7.21%
June 30, 2016		5.36%		(23.04%)		(0.27%)		(1.66%)		0.02%		(19.59%)

(1) Economic net interest income includes interest expense on interest rate swaps used to hedge cost of funds.

(2) Realized and unrealized gains and losses excludes interest expense on interest rate swaps used to hedge cost of funds.

(3) Other income (loss) includes investment advisory income, dividend income from affiliate, and other income (loss).

Financial Condition

Total assets were $85.0 billion and $87.9 billion as of June 30, 2017 and December 31, 2016, respectively. The change was primarily due to a $1.9 billion decrease in Residential Investment Securities and a $0.8 billion decrease in cash and cash equivalents, partially offset by a $0.4 billion increase in residential mortgage loans.

Our portfolio composition, net equity allocation and debt-to-net equity ratio by asset class was as follows as of June 30, 2017:

	Residential												Commercial
	Agency MBS⁽¹⁾			TBAs			CRTs			Non-Agency MBS⁽²⁾			CRE Debt & Preferred Equity Investments			Investments in CRE			Corporate Debt			Total⁽³⁾
	(dollars in thousands)
Assets:
Fair Value/Carrying Value	$	74,569,651		$	13,803,974		$	605,826		$	2,013,738		$	4,900,741		$	474,510		$	773,957		$	83,338,423

Debt:
Repurchase agreements		60,980,074			13,251,000			392,483			704,794			420,049			-			-			62,497,400
Other secured financing		2,781,092			-			-			582,280			232,613			-			189,558			3,785,543
Securitized debt		-			-			-			41,790			3,396,885			-			-			3,438,675
Mortgages payable		-			-			-			-			-			311,810			-			311,810
Net Equity Allocated	$	10,808,485		$	552,974		$	213,343		$	684,874		$	851,194		$	162,700		$	584,399		$	13,304,995

Net Equity Allocated (%)		80	%		4	%		2	%		5	%		7	%		1	%		5	%		100	%	⁽⁴⁾
Debt/Net Equity Ratio	5.9:1			24.0:1			1.8:1			1.9:1			4.8:1			1.9:1			0.3:1			5.6:1			⁽⁵⁾

(1) Includes MSRs.

(2) Includes residential mortgage loans.

(3) Excludes the TBA asset, debt and equity balances.

(4) Net Equity Allocated, as disclosed in the above table, excludes non-portfolio related activity and may differ from stockholders’ equity per the Consolidated Statements of Financial Condition.

(5) Represents the debt/net equity ratio as determined using amounts on the Consolidated Statements of Financial Condition.

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

Residential Investment Securities

Substantially all of our Agency mortgage-backed securities at June 30, 2017 and December 31, 2016 were backed by single-family residential mortgage loans and were secured with a first lien position on the underlying single-family properties. Our mortgage-backed securities were largely Freddie Mac, Fannie Mae or Ginnie Mae pass through certificates or CMOs, which carry an actual or implied “AAA” rating. We carry all of our Agency mortgage-backed securities at fair value on the Consolidated Statements of Financial Condition.

We accrete discount balances as an increase to interest income over the expected life of the related Interest Earning Assets and we amortize premium balances as a decrease to interest income over the expected life of the related Interest Earning Assets. At June 30, 2017 and December 31, 2016 we had on our Consolidated Statements of Financial Condition a total of $152.0 million and $171.9 million, respectively, of unamortized discount (which is the difference between the remaining principal value and current amortized cost of our Residential Investment Securities acquired at a price below principal value) and a total $5.3 billion and $5.5 billion, respectively, of unamortized premium (which is the difference between the remaining principal value and the current amortized cost of our Residential Investment Securities acquired at a price above principal value).

The weighted average experienced prepayment speed on our Agency mortgage-backed securities portfolio for the three months ended June 30, 2017 and 2016 was 10.9% and 12.7%, respectively. The weighted average projected long-term prepayment speed on our Agency mortgage-backed securities portfolio for the three months ended June 30, 2017 and 2016 was 10.6% and
13.0%, respectively.

Given our current portfolio composition, if mortgage principal prepayment rates were to increase over the life of our mortgage-backed securities, all other factors being equal, our net interest income would decrease during the life of these mortgage-backed securities as we would be required to amortize our net premium balance into income over a shorter time period. Similarly, if mortgage principal prepayment rates were to decrease over the life of our mortgage-backed securities, all other factors being equal, our net interest income would increase during the life of these mortgage-backed securities as we would amortize our net premium balance over a longer time period.

The following table summarizes certain characteristics of our Residential Investment Securities (excluding interest-only mortgage-backed securities) and interest-only mortgage-backed securities as of the dates presented.

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

	June 30, 2017				December 31, 2016
	(dollars in thousands)
Residential Investment Securities: ⁽¹⁾
Principal Amount		$	71,553,506			$	73,621,439
Net Premium			3,846,206				3,867,055
Amortized Cost			75,399,712				77,488,494
Amortized Cost/Principal Amount			105.38	%			105.25	%
Carrying Value			74,665,567				76,458,517
Carrying Value / Principal Amount			104.35	%			103.85	%
Weighted Average Coupon Rate			3.62	%			3.54	%
Weighted Average Yield			2.71	%			2.69	%

Adjustable-Rate Residential Investment Securities:⁽¹⁾
Principal Amount		$	9,372,101			$	12,179,455
Weighted Average Coupon Rate			2.96	%			2.84	%
Weighted Average Yield			2.39	%			2.30	%
Weighted Average Term to Next Adjustment	28 Months				31 Months
Weighted Average Lifetime Cap⁽²⁾			8.11	%			8.09	%
Principal Amount at Period End as % of Total Residential Investment Securities			13.10	%			16.54	%

Fixed-Rate Residential Investment Securities: ⁽¹⁾
Principal Amount		$	62,181,405			$	61,441,984
Weighted Average Coupon Rate			3.71	%			3.68	%
Weighted Average Yield			2.76	%			2.76	%
Principal Amount at Period End as % of Total Residential Investment Securities			86.90	%			83.46	%

Interest-Only Residential Investment Securities:
Notional Amount		$	7,844,907			$	8,997,175
Net Premium			1,317,899				1,451,321
Amortized Cost			1,317,899				1,451,321
Amortized Cost/Notional Amount			16.80	%			16.13	%
Carrying Value			1,138,310				1,257,385
Carrying Value/Notional Amount			14.51	%			13.98	%
Weighted Average Coupon Rate			3.72	%			3.82	%
Weighted Average Yield			7.03	%			5.40	%

(1) Excludes interest-only mortgage-backed securities.

(2) Excludes non-Agency mortgage-backed securities and CRT securities as this attribute is not applicable to these asset classes.

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

The tables below summarize certain characteristics of our Residential Credit portfolio as of June 30, 2017.

By Sector Product
Product	Market Value		Coupon			Credit Enhancement			60+ Delinquencies			3M VPR⁽¹⁾
(dollars in thousands)
Alt-A	$	193,481		4.40	%		11.11	%		11.47	%		14.30	%
Prime		188,852		4.59	%		0.99	%		10.65	%		17.64	%
Subprime		594,627		2.49	%		22.19	%		19.05	%		7.23	%
Prime Jumbo (>=2010 Vintage)		112,496		3.50	%		17.53	%		0.21	%		8.33	%
Prime Jumbo (>=2010 Vintage) Interest-Only		14,977		0.38	%		-			0.07	%		10.97	%
Re-Performing Loan Securitizations		53,851		3.98	%		46.82	%		26.19	%		6.06	%
Agency Credit Risk Transfer		559,841		5.27	%		1.25	%		0.22	%		10.50	%
Private Label Credit Risk Transfer		45,985		6.95	%		7.76	%		2.57	%		12.80	%
Non-Performing Loan Securitizations		75,769		4.14	%		55.34	%		70.61	%		6.02	%
Total/Weighted Average	$	1,839,879		2.90	%		9.96	%		8.99	%		10.44	%

(1) Represents the 3 month voluntary prepayment rate (or VPR).

Market Value By Sector and Payment Structure
Product	Senior		Subordinate		Total
(dollars in thousands)
Alt-A	$	112,398	$	81,083	$	193,481
Prime		27,723		161,129		188,852
Subprime		288,697		305,930		594,627
Prime Jumbo (>=2010 Vintage)		112,496		-		112,496
Prime Jumbo (>=2010 Vintage) Interest-Only		14,977		-		14,977
Re-Performing Loan Securitizations		53,851		-		53,851
Agency Credit Risk Transfer		-		559,841		559,841
Private Label Credit Risk Transfer		-		45,985		45,985
Non-Performing Loan Securitizations		75,769		-		75,769
Total/Weighted Average	$	685,911	$	1,153,968	$	1,839,879

Market Value By Sector and Bond Coupon
Product	ARM		Fixed		Floater		Interest-Only		Total
(dollars in thousands)
Alt-A	$	52,767	$	112,842	$	27,872	$	-	$	193,481
Prime		84,864		103,988		-		-		188,852
Subprime		-		82,523		512,104		-		594,627
Prime Jumbo (>=2010 Vintage)		-		112,496		-		-		112,496
Prime Jumbo (>=2010 Vintage) Interest-Only		-		-		-		14,977		14,977
Re-Performing Loan Securitizations		-		53,851		-		-		53,851
Agency Credit Risk Transfer		-		-		559,841		-		559,841
Private Label Credit Risk Transfer		-		-		45,985		-		45,985
Non-Performing Loan Securitizations		-		75,769		-		-		75,769
Total	$	137,631	$	541,469	$	1,145,802	$	14,977	$	1,839,879

Contractual Obligations

The following table summarizes the effect on our liquidity and cash flows from contractual obligations as of June 30, 2017. The table does not include the effect

of net interest rate payments on our interest rate swap agreements. The net swap payments will fluctuate based on monthly changes in the receive rate. As of June 30, 2017, the interest rate swaps had a net fair value of ($604.1) million.

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

	Within One Year		One to Three Years		Three to Five Years		More than Five Years		Total
	(dollars in thousands)
Repurchase agreements	$	59,502,792	$	2,994,608	$	-	$	-	$	62,497,400
Interest expense on repurchase agreements⁽¹⁾		209,195		23,624		-		-		232,819
Other secured financing		5,273		92,386		3,687,884		-		3,785,543
Interest expense on other secured financing⁽¹⁾		47,309		94,275		24,000		-		165,584
Securitized debt of consolidated VIEs (principal)		-		-		-		3,365,833		3,365,833
Interest expense on securitized debt of consolidated VIEs		59,865		119,731		119,731		86,001		385,328
Mortgages payable (principal)		2,329		23,375		-		289,125		314,829
Interest expense on mortgages payable		13,281		38,102		37,119		14,514		103,016
Long-term operating lease obligations		3,389		7,150		7,637		12,873		31,049
Total	$	59,843,433	$	3,393,251	$	3,876,371	$	3,768,346	$	70,881,401

(1) Interest expense on repurchase agreements and other secured financing calculated based on rates at June 30, 2017.

In the coming periods, we expect to continue to finance our Residential Investment Securities in a manner that is largely consistent with our current operations via repurchase agreements. We may use FHLB Des Moines advances, securitization structures, mortgages payable or other term financing structures to finance certain of our assets. During the six months ended June 30, 2017, we received $5.8 billion from principal repayments and $4.6 billion in cash from disposal of Residential Investment Securities, respectively. During the six months ended June 30, 2016, we received $4.6 billion from principal repayments and $4.0 billion in cash from disposal of Residential Investment Securities.

Off-Balance Sheet Arrangements

We do not have any relationships with unconsolidated entities or financial partnerships which would have been established for the sole purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

We have limited future funding commitments related to certain of our unconsolidated joint ventures. In addition, we have provided customary non-recourse carve-out and environmental guarantees (or underlying indemnities with respect thereto) with respect to mortgage loans held by subsidiaries of these unconsolidated joint ventures. We believe that the likelihood of making any payments under these guarantees is remote, and have not accrued a related liability as of June 30, 2017.

Capital Management

Maintaining a strong balance sheet that can support the business even in times of economic stress and market volatility is of critical importance to our business strategy. A strong and robust capital position is essential to executing our investment strategy. Our capital strategy is predicated on a strong capital position, which enables us

to execute our investment strategy regardless of the market environment.

Our Internal Capital Adequacy Assessment Program (or ICAAP) framework supports capital measurement, and is integrated within the overall risk governance framework. The ICAAP framework is designed to align capital measurement with our risk appetite.

Our capital policy defines the parameters and principles supporting a comprehensive capital management practice, including processes that effectively identify, measure and monitor risks impacting capital adequacy. Our capital assessment process considers the precision in risk measures as well as the volatility of exposures and the relative activities producing risk. Parameters used in modeling economic capital must align with our risk appetite.

The major risks impacting capital are liquidity, investment/market, credit, counterparty, operational and compliance, regulatory and legal risks. For further discussion of the risks we are subject to, please see Part I, Item 1A. “Risk Factors” in our most recent Annual Report on Form 10-K and Item 1A. “Risk Factors” in quarterly reports on Form 10-Q.

Capital requirements are based on maintaining levels above approved limits, ensuring the quality of our capital appropriately reflects our asset mix, market and funding structure. As such we use a complement of capital metrics and related threshold levels to measure and analyze our capital from a magnitude and composition perspective. Our policy is to maintain an appropriate amount of available financial resources over the aggregate economic capital requirements.

Available Financial Resources (or AFR) is the actual capital held to protect against the unexpected losses

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

measured in our capital management process and may include:

Common and preferred equity

Other forms of equity-like capital

Surplus credit reserves over expected losses

Other loss absorption instruments

In the event we fall short of our internal limits, we will consider appropriate actions which may include asset sales, changes in asset mix, reductions in asset purchases or originations, issuance of capital or other capital enhancing or risk reduction strategies.

Stockholders’ Equity

The following table provides a summary of total stockholders’ equity as of June 30, 2017 and December 31, 2016:

	June 30, 2017			December 31, 2016
Stockholders’ Equity:	(dollars in thousands)
7.875% Series A Cumulative Redeemable Preferred Stock	$	177,088		$	177,088
7.625% Series C Cumulative Redeemable Preferred Stock		290,514			290,514
7.50% Series D Cumulative Redeemable Preferred Stock		445,457			445,457
7.625% Series E Cumulative Redeemable Preferred Stock		287,500			287,500
Common stock		10,190			10,189
Additional paid-in capital		15,581,760			15,579,342
Accumulated other comprehensive income (loss)		(850,767	)		(1,085,893	)
Accumulated deficit		(3,339,228	)		(3,136,017	)
Total stockholders’ equity	$	12,602,514		$	12,568,180

Common and Preferred Stock

The following table provides a summary of option and direct purchase activity for the periods presented:

	Options Exercised		Aggregate Exercise Price		Shares Issued Through Direct Purchase		Amount Raised from Direct Purchase and Dividend Reinvestment Program
For the Six Months Ended:	(dollars in thousands)
June 30, 2017		-	$	-		113,000	$	1,270
June 30, 2016		-	$	-		116,000	$	1,176

In August 2015, our Board authorized the repurchase of up to $1.0 billion of our outstanding common shares through December 31, 2016. During the six months ended June 30, 2016, we repurchased 11,132,226 shares of our common stock under this repurchase program for an aggregate amount of $102.7 million.

In March 2012, we entered into six separate Distribution Agency Agreements (or Distribution Agency Agreements) with each of Merrill Lynch; Pierce, Fenner & Smith Incorporated; Credit Suisse Securities (USA) LLC; Goldman, Sachs & Co.; J.P. Morgan Securities LLC; Morgan Stanley & Co. LLC; and RCap (together, the Agents). Pursuant to the terms of the Distribution Agency Agreements, we may sell from time to time through the Agents, as our sales agents, up to 125,000,000 shares of our common stock. We did not make any sales under the Distribution Agency

Agreements during the six months ended June 30, 2017 or 2016.

Leverage and Capital

We believe that it is prudent to maintain conservative debt-to-equity and economic leverage ratios as there continues to be volatility in the mortgage and credit markets. Our capital policy governs our capital and leverage position including setting limits. Based on the guidelines, we generally expect to maintain an economic leverage ratio of less than 10:1. Our actual economic leverage ratio varies from time to time based upon various factors, including our management’s opinion of the level of risk of our assets and liabilities, our liquidity position, our level of unused borrowing capacity, the availability of credit, over-collateralization levels required by lenders when we pledge assets to secure

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

borrowings and our assessment of domestic and international market conditions.

Our debt-to-equity ratio at June 30, 2017 and December 31, 2016 was 5.6:1 and 5.8:1, respectively. Our economic leverage ratio, which is computed as the sum of recourse debt, TBA derivative notional outstanding and net forward purchases of investments divided by total equity, at June 30, 2017 and December 31, 2016 was 6.4:1. Our capital ratio, which represents our ratio of stockholders’ equity to total assets (inclusive of total market value of TBA derivatives), was 13.2% and 13.1% at June 30, 2017 and December 31, 2016, respectively.

Risk Management

We are subject to a variety of risks in the ordinary conduct of our business. The effective management of these risks is of critical importance to the overall success of Annaly. The objective of our risk management framework is to measure, monitor and manage these risks. Our risk management framework is intended to

facilitate a holistic, enterprise wide view of risk.

We have built a strong and collaborative risk management culture throughout Annaly focused on awareness which ensures the key risks are understood and managed appropriately. Each employee of our Manager is accountable for monitoring and managing risk within their area of responsibility.

Risk Appetite

We maintain a firm-wide risk appetite statement which defines the types and levels of risk we are willing to take in order to achieve our business objectives, and reflects our risk management philosophy. Fundamentally, we will only engage in risk activities based on our core expertise that enhance value for our stockholders. Our activities focus on capital preservation and income generation through proactive portfolio management, supported by a conservative liquidity and leverage posture. The risk appetite statement provides key parameters to guide our risk management activities:

Portfolio Composition		We will maintain a portfolio comprised of target assets approved by our Board and in accordance with our capital allocation policy.
Leverage		We will operate at an economic leverage ratio no greater than 10:1.
Liquidity Risk		We will seek to maintain an unencumbered asset portfolio sufficient to meet our liquidity needs under adverse market conditions.
Interest Rate Risk		We will seek to manage interest rate risk to protect the portfolio from adverse rate movements utilizing derivative instruments targeting both income and capital preservation.
Credit Risk		We will seek to manage credit risk by making investments which conform within our specific investment policy parameters and optimize risk-adjusted returns.
Capital Preservation		We will seek to protect our capital base through disciplined risk management practices.
Compliance		We will comply with regulatory requirements needed to maintain our REIT status and our exemption from registration under the Investment Company Act.

Governance

Risk management begins with our Board, through the review and oversight of the risk management framework, and executive management, through the ongoing formulation of risk management practices and related execution in managing risk. The Board exercises its oversight of risk management primarily through the Board Risk Committee (or BRC) and Board Audit Committee (or BAC). The BRC is responsible for oversight of our risk governance structure, risk management and risk assessment guidelines and policies, our risk appetite and our capital, liquidity and funding practices. The BAC is responsible for oversight of the quality and integrity of our accounting, internal controls and financial reporting practices, including

independent auditor selection, evaluation and review, and oversight of the internal audit function.

Risk assessment and risk management are the responsibility of our management. A series of management committees have oversight or decision-making responsibilities for risk management activities. Membership of these committees is reviewed regularly to ensure the appropriate personnel are engaged in the risk management process. Four primary management committees have been established to provide a comprehensive framework for risk management. The management committees responsible for our risk management include the Enterprise Risk Committee (or ERC), Asset and Liability Committee (or ALCO), Investment Committee and the Financial Reporting and Disclosure Committee (or FRDC). Each of these

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

committees reports to our management Operating Committee which is responsible for oversight and management of our operations including oversight and

approval authority over all aspects of our enterprise risk management.

Description of Risks

We are subject to a variety of risks due to the business we operate. Risk categories are an important component of a robust enterprise wide risk management framework.

We have identified the following primary categories that we utilize to identify, assess, measure and monitor risk.

Risk		Description
Liquidity Risk		Risk to earnings, capital or business arising from our inability to meet our obligations when they come due without incurring unacceptable losses because of inability to liquidate assets or obtain adequate funding.
Investment/Market Risk		Risk to earnings, capital or business resulting in the decline in value of our assets or an increase in the costs of financing caused by changes in market variables, such as interest rates, which affect the values of investment securities and other investment instruments.
Credit Risk		Risk to earnings, capital or business resulting from an obligor’s failure to meet the terms of any contract or otherwise failure to perform as agreed. This risk is present in lending, and investing activities.
Counterparty Risk		Risk to earnings, capital or business resulting from a counterparty's failure to meet the terms of any contract or otherwise failure to perform as agreed. This risk is present in funding and hedging activities.
Operational Risk		Risk to earnings, capital, reputation or business arising from inadequate or failed internal processes or systems, human factors or external events. Model risk is included in operational risk.
Compliance, Regulatory and Legal Risk		Risk to earnings, capital, reputation or conduct of business arising from violations of, or nonconformance with internal and external applicable rules and regulations, losses resulting from lawsuits or adverse judgments, or from changes in the regulatory environment that may impact our business model.

Liquidity Risk Management

Our liquidity risk management strategy is designed to ensure the availability of sufficient resources to support

our business and meet our financial obligations under both normal and adverse market and business environments. Our liquidity risk management practices consist of the following primary elements:

Funding		Availability of diverse and stable sources of funds.
Excess Liquidity		Excess liquidity primarily in the form of unencumbered assets.
Maturity Profile		Diversity and tenor of liabilities and modest use of leverage.
Stress Testing		Scenario modeling to measure the resiliency of our liquidity position.
Liquidity Management Policies		Comprehensive policies including monitoring, risk limits and an escalation protocol.

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

Funding

Our primary financing sources are repurchase agreements provided through counterparty arrangements and through RCap, other secured financing including FHLB funding, securitized debt, mortgages, credit facilities, note sales and various forms of equity. We maintain excess liquidity through high quality assets.

We conservatively manage our repurchase agreement funding position through a variety of methods including diversity, breadth and depth of counterparties and maintaining a staggered and longer-term maturity profile.

Additionally, our wholly-owned subsidiary, RCap, provides direct access to third party funding as a FINRA member broker-dealer. RCap borrows funds through the General Collateral Finance Repo service offered by the Fixed Income Clearing Corporation (or FICC), with FICC acting as the central counterparty. RCap may also borrow funds through other repurchase arrangements.

To reduce our liquidity risk we maintain a laddered approach to our repurchase agreements and a conservative weighted average days to maturity. As of June 30, 2017, the weighted average days to maturity was 88 days.

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 a margin call is made. Should prepayment speeds on the mortgages underlying our Agency and Residential mortgage-backed securities and/or market interest rates or other factors move suddenly and cause declines in the market value of assets posted as collateral, resulting

margin calls may cause an adverse change in our liquidity position.

We maintain access to FHLB funding through our captive insurance subsidiary Truman. We finance eligible Agency, residential credit and commercial investments through the FHLB. An FHFA ruling requires captive insurance companies to terminate their FHLB membership, however, given the length of its membership, Truman has been granted a five year sunset provision whereby its membership will expire in February 2021.

We utilize diverse funding sources to finance our commercial investments. Aside from FHLB funding, we may utilize credit facilities, securitization funding and, in the case of investments in commercial real estate, mortgage financing and note sales.

At June 30, 2017, we had total financial instruments and cash pledged as collateral for secured financing arrangements and interest rate swaps of $71.1 billion. The weighted average haircut was approximately 5% on repurchase agreements. The quality and character of the Residential Investment Securities and commercial real estate investments that we pledge as collateral under the repurchase agreements and interest rate swaps did not materially change at June 30, 2017 compared to December 31, 2016, and our counterparties did not materially alter any requirements, including required haircuts, related to the collateral we pledge under repurchase agreements and interest rate swaps during the three months ended June 30, 2017.

The table below presents our quarterly average and quarter-end repurchase agreement and reverse repurchase agreement balances outstanding for the periods presented:

	Repurchase Agreements				Reverse Repurchase Agreements
	Average Daily Amount Outstanding		Ending Amount Outstanding		Average Daily Amount Outstanding		Ending Amount Outstanding
Three Months Ended:	(dollars in thousands)
June 30, 2017	$	63,191,827	$	62,497,400	$	474,176	$	-
March 31, 2017		64,961,511		62,719,087		1,738,333		-
December 31, 2016		64,484,326		65,215,810		1,064,130		-
September 30, 2016		63,231,246		61,784,121		1,494,022		-
June 30, 2016		54,647,175		53,868,385		1,159,341		-
March 31, 2016		55,753,041		54,448,141		1,294,505		-
December 31, 2015		57,483,870		56,230,860		214,674		-
September 30, 2015		57,102,712		56,449,364		931,522		-
June 30, 2015		60,643,597		57,459,552		1,779,121		-

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

At June 30, 2017, the repurchase agreements and other secured financing outstanding had weighted average remaining maturities of 158 days and the following remaining maturities and weighted average rates:

	June 30, 2017
	Principal Balance		Weighted Average Rate			% of Total
	(dollars in thousands)
1 day	$	-		-	%		-	%
2 to 29 days		26,631,848		1.40	%		40.2	%
30 to 59 days		8,123,046		1.33	%		12.3	%
60 to 89 days		9,276,299		1.33	%		14.0	%
90 to 119 days		3,100,967		1.20	%		4.7	%
Over 120 days⁽¹⁾		19,150,783		1.44	%		28.8	%
Total	$	66,282,943		1.39	%		100.0	%

(1) Approximately 10% of the total repurchase agreements and other secured financing had a remaining maturity over 1 year.

The table below presents our outstanding debt balances and associated weighted average rates and days to maturity as of June 30, 2017:

			Weighted Average Rate
	Principal Balance		As of Period End			For the Quarter⁽³⁾			Weighted Average Days to Maturity
	(dollars in thousands)
Repurchase agreements	$	62,497,400		1.38	%		1.25	%		88
Other secured financing ⁽¹⁾		3,785,543		1.43	%		1.36	%		1,286
Securitized debt of consolidated VIEs ⁽²⁾		3,365,833		1.78	%		1.39	%		2,262
Mortgages payable ⁽²⁾		314,829		4.24	%		4.33	%		2,752
Total indebtedness	$	69,963,605

(1) Includes advances from the Federal Home Loan Bank of Des Moines of $3.6 billion and financing under credit facilities.

(2) Non-recourse to Annaly.

(3) Determined based on estimated weighted-average lives of the underlying debt instruments.

Excess Liquidity

Our primary source of liquidity is the availability of unencumbered assets which may be provided as collateral to support additional funding needs. We target minimum thresholds of available, unencumbered assets to maintain excess liquidity. The following table illustrates our asset portfolio available to support potential collateral obligations and funding needs.

Assets are considered encumbered if pledged as collateral against an existing liability, and therefore no longer available to support additional funding. An asset is considered unencumbered if it has not been pledged or securitized. The following table also provides the carrying amount of our encumbered and unencumbered financial assets as of June 30, 2017:

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

	Encumbered Assets		Unencumbered Assets		Total
	(dollars in thousands)
Financial Assets:
Cash and cash equivalents	$	590,082	$	110,610	$	700,692
Investments, at carrying value:⁽¹⁾
Agency mortgage-backed securities		67,214,815		5,630,486		72,845,301
Credit risk transfer securities		517,598		88,228		605,826
Non-Agency mortgage-backed securities		1,036,362		197,691		1,234,053
Residential mortgage loans		679,435		100,250		779,685
MSRs		3,408		602,245		605,653
Commercial real estate debt investments		3,972,560		-		3,972,560
Commercial real estate debt and preferred equity, held for investment		532,724		395,457		928,181
Corporate debt		437,794		336,163		773,957
Total financial assets	$	74,984,778	$	7,461,130	$	82,445,908

(1) The amounts reflected in the table above are on a settlement date basis and may differ from the total positions reported on the Consolidated Statements of Financial Condition.

We maintain liquid assets in order to satisfy our current and future obligations in normal and stressed operating environments. These are held as the primary means of liquidity risk mitigation. The composition of our liquid assets is considered as well and is subject to certain parameters. The composition is monitored for concentration risk and asset type. We believe the assets we consider liquid can be readily converted into cash, through liquidation or by being used as collateral in

financing arrangements (including as additional collateral to support existing financial arrangements). Our balance sheet also generates liquidity on an on-going basis through mortgage principal and interest repayments and net earnings held prior to payment of dividends. The following table presents our liquid assets as a percentage of total assets as of June 30, 2017.

Liquid Assets	Carrying Value⁽¹⁾
	(dollars in thousands)
Cash and cash equivalents	$	700,692
Residential Investment Securities⁽²⁾		74,685,180
Residential mortgage loans		779,685
Commercial real estate debt investments ⁽³⁾		308,468
Commercial real estate debt and preferred equity, held for investment		584,542
Corporate debt		584,853
Total liquid assets	$	77,643,420

Percentage of liquid assets to carrying amount of encumbered and unencumbered financial assets ⁽³⁾		98.56	%

(1) Carrying value approximates the market value of assets. The assets listed in this table include $71.3 billion of assets that have been pledged as collateral against existing liabilities as of June 30, 2017. Please refer to the Encumbered and Unencumbered Assets table for related information.

(2) The amounts reflected in the table above are on a settlement date basis and may differ from the total positions reported on the Consolidated Statements of Financial Condition.

(3) Excludes senior securitized commercial mortgage loans of consolidated VIEs carried at fair value of $3.7 billion.

Maturity Profile

We consider the profile of our assets, liabilities and derivatives when managing both liquidity risk as well as

investment/market risk employing a measurement of both the maturity gap and interest rate gap.

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

We determine the amount of liquid assets that are required to be held by monitoring several liquidity metrics. We utilize several modeling techniques to analyze our current and potential obligations including the expected cash flows from our assets, liabilities and derivatives. The following table illustrates the expected final maturities and cash flows of our assets, liabilities and derivatives. The table is based on a static portfolio and assumes no reinvestment of asset cash flows and no future liabilities are entered into. In assessing the maturity of our assets, liabilities and off balance sheet obligations, we use the stated maturities, or our prepayment expectations for assets that exhibit prepayment characteristics. Cash and cash equivalents are included in the ‘within 3 months’ maturity bucket, as they are typically held for a short period of time.

With respect to each maturity bucket, our maturity gap is considered negative when the amount of maturing liabilities exceeds the amount of maturing assets. A negative gap increases our liquidity risk as we must enter into future liabilities.

Our interest rate sensitivity gap is the difference between Interest Earning Assets and Interest Bearing Liabilities maturing or re-pricing within a given time period. Unlike the calculation of maturity gap, interest rate sensitivity gap includes the effect of our interest rate swaps. A gap is considered positive when the amount of

interest-rate sensitive assets exceeds the amount of interest-rate sensitive liabilities. A gap is considered negative when the amount of interest-rate sensitive liabilities exceeds interest-rate sensitive assets. During a period of rising interest rates, a negative gap would tend to adversely affect net interest income, while a positive gap would tend to result in an increase in net interest income. During a period of falling interest rates, a negative gap would tend to result in an increase in net interest income, while a positive gap would tend to affect net interest income adversely. Because different types of assets and liabilities with the same or similar maturities may react differently to changes in overall market rates or conditions, changes in interest rates may affect net interest income positively or negatively even if assets and liabilities were perfectly matched in each maturity category. The amount of assets and liabilities utilized to compute our interest rate sensitivity gap was determined in accordance with the contractual terms of the assets and liabilities, except that adjustable-rate loans and securities are included in the period in which their interest rates are first scheduled to adjust and not in the period in which they mature. The effects of interest rate swaps, which effectively lock in our financing costs for a longer term, are also reflected in our interest rate sensitivity gap. The interest rate sensitivity of our assets and liabilities in the table below could vary substantially based on actual prepayment experience.

	Less than 3 Months			3-12 Months			More than 1 Year to 3 Years			3 Years and Over			Total
Financial Assets:	(dollars in thousands)
Cash and cash equivalents	$	700,692		$	-		$	-		$	-		$	700,692
Agency mortgage-backed securities (principal)		97,110			-			1,002,413			68,620,391			69,719,914
Credit risk transfer securities (principal)		-			6,616			18,000			525,686			550,302
Non-Agency mortgage-backed securities (principal)		-			49,369			404,986			828,935			1,283,290
Residential mortgage loans (principal)		-			-			-			763,850			763,850
Commercial real estate debt investments (principal)		-			-			-			3,908,524			3,908,524
Corporate debt (principal)		-			-			-			784,888			784,888
Commercial real estate debt and preferred equity (principal)		12,027			491,499			313,658			114,285			931,469
Total financial assets - maturity		809,829			547,484			1,739,057			75,546,559			78,642,929
Effect of utilizing reset dates ⁽¹⁾		6,974,580			1,898,235			2,365,691			(11,238,506	)
Total financial assets - interest rate sensitive	$	7,784,409		$	2,445,719		$	4,104,748		$	64,308,053		$	78,642,929

Financial Liabilities:
Repurchase agreements	$	44,025,920		$	15,476,872		$	2,994,608		$	-		$	62,497,400
Other secured financing		5,273			-			92,386			3,687,884			3,785,543
Securitized debt of consolidated VIE (principal)		-			-			-			3,365,833			3,365,833
Total financial liabilities - maturity		44,031,193			15,476,872			3,086,994			7,053,717			69,648,776
Effect of utilizing reset dates ⁽¹⁾⁽²⁾		(14,926,375	)		(3,558,865	)		1,589,591			16,895,649
Total financial liabilities - interest rate sensitive	$	29,104,818		$	11,918,007		$	4,676,585		$	23,949,366		$	69,648,776

Maturity gap	$	(43,221,364	)	$	(14,929,388	)	$	(1,347,937	)	$	68,492,842		$	8,994,153

Cumulative maturity gap	$	(43,221,364	)	$	(58,150,752	)	$	(59,498,689	)	$	8,994,153

Interest rate sensitivity gap	$	(21,320,409	)	$	(9,472,288	)	$	(571,837	)	$	40,358,687		$	8,994,153

Cumulative rate sensitivity gap	$	(21,320,409	)	$	(30,792,697	)	$	(31,364,534	)	$	8,994,153

(1) Maturity gap utilizes stated maturities, or prepayment expectations for assets that exhibit prepayment characteristics, while interest rate sensitivity gap utilizes reset dates, if applicable.

(2) Includes effect of interest rate swaps.

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

The methodologies we employ for evaluating interest rate risk include an analysis of our interest rate “gap,” measurement of the duration and convexity of our portfolio and sensitivities to interest rates and spreads.

Stress Testing

We utilize liquidity stress testing to ensure we have sufficient liquidity under a variety of scenarios and stresses. These stress tests assist with the management of our pool of liquid assets and influence our current and future funding plans. Our stress tests are modeled over both short term and longer time horizons. The stresses applied include market-wide and firm-specific stresses.

Liquidity Management Policies

We utilize a comprehensive liquidity policy structure to inform our liquidity risk management practices including monitoring and measurement, along with well-defined key limits. Both quantitative and qualitative targets are utilized to measure the ongoing stability and condition of the liquidity position, and include the level and composition of unencumbered assets, as well as both short-term and long-term sustainability of the funding composition under stress conditions.

We also monitor early warning metrics designed to measure the quality and depth of liquidity sources based upon both company-specific and macro environmental conditions. The metrics assess both the short-term and long-term liquidity conditions and are integrated into our escalation protocol, with various liquidity ratings influencing management actions with respect to contingency planning and potential related actions.

Investment/Market Risk Management

One of the primary risks we are subject to is investment/market risk. Changes in the level of interest rates can affect our net interest income, which is the difference between the income we earn on our Interest

Earning Assets and the interest expense incurred from Interest Bearing Liabilities and derivatives. Changes in the level of interest rates and spreads can also affect the value of our securities and potential realization of gains or losses from the sale of these assets. We may utilize a variety of financial instruments, including interest rate swaps, swaptions, options, futures and other hedges, in order to limit the adverse effects of interest rates on our results. Our portfolio and the value of our portfolio, including derivatives, may be adversely affected as a result of changing interest rates and spreads.

We simulate a wide variety of interest rate scenarios in evaluating our risk. Scenarios are run to capture our sensitivity to changes in interest rates, spreads and the shape of the yield curve. We also consider the assumptions affecting our analysis such as those related to prepayments. In addition to predefined interest rate scenarios, we utilize Value-at-Risk measures to estimate potential losses in the portfolio over various time horizons utilizing various confidence levels. The following tables estimate the potential changes in economic net interest income over a twelve month period and the immediate effect on our portfolio market value (inclusive of derivative instruments), should interest rates instantaneously increase or decrease by 25, 50 or 75 basis points, and the effect of portfolio market value if mortgage option-adjusted spreads instantaneously increase or decrease by 5, 15 or 25 basis points (assuming shocks are parallel and instantaneous). All changes to income and portfolio market value are measured as percentage changes from the projected net interest income and portfolio value at the base interest rate scenario. The base interest rate scenario assumes interest rates at June 30, 2017. The net interest income simulations incorporate the interest expense effect of rate resets on liabilities and derivatives as well as the amortization expense and reinvestment of principal based on the prepayments on our securities, which varies based on the level of rates. The results assume no management actions in response to the rate or spread changes. Actual results could differ significantly from these estimates.

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

Change in Interest Rate⁽¹⁾	Projected Percentage Change in Economic Net Interest Income⁽²⁾	Estimated Percentage Change in Portfolio Value⁽³⁾	Estimated Change as a % on NAV⁽³⁾⁽⁴⁾
-75 Basis Points	(7.0%)	0.3%	2.0%
-50 Basis Points	(3.2%)	0.4%	2.4%
-25 Basis Points	(0.8%)	0.3%	1.7%
Base Interest Rate	-	-	-
+25 Basis Points	(0.7%)	(0.4%)	(2.6%)
+50 Basis Points	(2.3%)	(0.9%)	(6.0%)
+75 Basis Points	(4.6%)	(1.5%)	(9.9%)


MBS Spread Shock⁽¹⁾	Estimated Change in Portfolio Market Value	Estimated Change as a % on NAV⁽³⁾⁽⁴⁾
-25 Basis Points	1.6%	10.4%
-15 Basis Points	0.9%	6.2%
-5 Basis Points	0.3%	2.1%
Base Interest Rate	-	-
+5 Basis Points	(0.3%)	(2.1%)
+15 Basis Points	(0.9%)	(6.1%)
+25 Basis Points	(1.5%)	(10.2%)

(1)	Interest rate and MBS spread sensitivity are based on results from third party models in conjunction with inputs from our internal investment professionals. Actual results could differ materially from these estimates.
(2)	Scenarios include Residential Investment Securities, commercial real estate investments, corporate debt, repurchase agreements, other secured financing and interest rate swaps. Economic net interest income includes interest expense on interest rate swaps.
(3)	Scenarios include Residential Investment Securities, residential mortgage loans, MSRs and derivative instruments.
(4)	NAV represents book value of equity.

Credit Risk Management

Key risk parameters have been established to specify our credit risk appetite. We will seek to manage credit risk by making investments which conform within the firm’s specific investment policy parameters and optimize risk-return attributes.

While we do not expect to encounter credit risk in our Agency investments, we face credit risk on the non-Agency mortgage-backed securities and CRT securities in our portfolio. In addition, we are also exposed to credit risk on residential mortgage loans, commercial real estate investments and corporate debt. MSR values may also be impacted if overall costs to service the underlying mortgage loans increase due to borrower performance. We are subject to risk of loss if an issuer

or borrower fails to perform its contractual obligations. We have established policies and procedures for mitigating credit risk, including establishing and reviewing limits for credit exposure. We will originate or purchase commercial investments that meet our comprehensive underwriting process and credit standards and are approved by the appropriate committee. Once a commercial investment is made, our ongoing surveillance process includes regular reviews, analysis and oversight of investments by our investment personnel and appropriate committee. We review credit and other risks of loss associated with each investment. Our management monitors the overall portfolio risk and determines estimates of provision for loss. Our portfolio composition as of June 30, 2017 and December 31, 2016 was as follows:

Asset Portfolio (using balance sheet values)
Category	June 30, 2017	December 31, 2016
Agency mortgage-backed securities	88.9%	88.5%
Credit risk transfer securities	0.7%	0.8%
Residential mortgage loans	0.9%	0.4%
Mortgage servicing rights	0.7%	0.8%
Non-Agency mortgage-backed securities	1.5%	1.7%
Commercial real estate ⁽¹⁾⁽²⁾	6.4%	6.9%
Corporate debt	0.9%	0.9%

(1)	Net of unamortized origination fees.
(2)	Including commercial loans held for sale, net.

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

Counterparty Risk Management

Our use of repurchase and derivative agreements and trading activities create exposure to counterparty risk relating to potential losses that could be recognized if the counterparties to these agreements fail to perform their obligations under the contracts. In the event of default by a counterparty, we could have difficulty obtaining our assets pledged as collateral. A significant portion of our investments are financed with repurchase agreements by pledging our Residential Investment Securities and certain commercial real estate investments as collateral to the lender. The collateral we pledge generally exceeds the amount of the borrowings under each agreement. If the counterparty to the repurchase agreement defaults on its obligations and we are not able to recover our pledged asset, we are at risk of losing the over-collateralization or haircut. The amount of this exposure is the difference between the amount loaned to us plus interest due to the counterparty and the fair value of the collateral pledged by us to the lender including accrued interest receivable on such collateral.

We also use interest rate swaps and other derivatives to manage interest rate risk. Under these agreements, we pledge securities and cash as collateral or settle variation margin payment as part of a margin arrangement.
If a counterparty were to default on its obligations, we would be exposed to a loss to a derivative
counterparty to the extent that the amount of our securities or cash pledged exceeded the unrealized loss on the associated derivative and we were not able to recover the excess collateral. Additionally, we would be exposed to a loss to a derivative counterparty to the extent that our unrealized gains on derivative instruments exceeds the amount of the counterparty’s securities or cash pledged to us.

We monitor our exposure to counterparties across several dimensions including by type of arrangement, collateral type, counterparty type, ratings and geography.

The following table summarizes our exposure to counterparties by geography as of June 30, 2017:

Country	Number of Counterparties		Repurchase Agreement Financing		Interest Rate Swaps at Fair Value			Exposure⁽¹⁾
	(dollars in thousands)
North America		22	$	48,846,862	$	(224,124	)	$	2,669,264
Europe		11		9,559,620		(379,993	)		660,240
Asia (non-Japan)		1		260,842		-			14,117
Japan		4		3,830,076		-			241,858
Total		38	$	62,497,400	$	(604,117	)	$	3,585,479

(1)

Represents the amount of cash and/or securities pledged as collateral to each counterparty less the aggregate of repurchase agreement financing and unrealized loss on swaps for each counterparty.

Operational Risk Management

We are subject to operational risk in each of our business and support functions. Operational risk may arise from internal or external sources including human error, fraud, systems issues, process change, vendors, business interruptions and other external events. Model risk considers potential errors with a model’s results due to uncertainty in model parameters and inappropriate methodologies used. The result of these risks may include financial loss and reputational damage. We manage operational risk through a variety of tools including policies and procedures which cover topics such as business continuity, personal conduct and vendor management. Other tools include training on topics such as cybersecurity awareness; testing, including disaster recovery testing; systems controls,

including access controls; and monitoring, which includes the use of key risk indicators. Employee level lines of defense against operational risk include proper segregation of incompatible duties, activity-level internal controls over financial reporting, the empowerment of business units to identify and mitigate operational risk sources, testing by our internal audit staff, and our overall governance framework.

Compliance, Regulatory and Legal Risk Management

Our business is organized as a REIT, and we plan to continue to meet the requirements for taxation as a REIT. The determination that we are a REIT requires an analysis of various factual matters and circumstances. Accordingly, we closely monitor our REIT status within our risk management program. The financial services

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

industry is highly regulated and continues to receive increasing attention from regulators, which may impact both our company as well as our business strategy. We proactively monitor the potential impact regulation may have both directly and indirectly on us. We maintain a process to actively monitor both actual and potential legal action that may affect us. Our risk management framework is designed to identify, monitor and manage these risks under the oversight of the ERC.

We currently rely on the exemption from registration provided by Section 3(c)(5)(C) of the Investment Company Act, and we plan to continue to meet the requirements for this exemption from registration. The determination that we qualify for this exemption from registration depends on various factual matters and circumstances. Accordingly, in conjunction with our legal department, we closely monitor our compliance with Section 3(c)(5)(C) within our risk management program. The monitoring of this risk is also under the oversight of the ERC.

As a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the U.S. Commodity Futures Trading Commission (or CFTC) gained jurisdiction over the regulation of interest rate swaps. The CFTC has asserted that this causes the operators of mortgage real estate investment trusts that use swaps as part of their business model to fall within the statutory definition of Commodity Pool Operator (or CPO), and, absent relief from the Division of Swap Dealer and Intermediary Oversight or the CFTC, to register as CPOs. On December 7, 2012, as a result of numerous requests for no-action relief from the CPO registration requirement for operators of mortgage real estate investment trusts, the Division of Swap Dealer and Intermediary Oversight of the CFTC issued no-action relief entitled “No-Action Relief from the Commodity Pool Operator Registration Requirement for Commodity Pool Operators of Certain Pooled Investment Vehicles Organized as Mortgage Real Estate Investment Trusts” that permits a CPO to receive relief by filing a claim to perfect the use of the relief. A claim submitted by a CPO will be effective upon filing, so long as the claim is materially complete. The conditions that must be met relate to initial margin and premiums requirements, net income derived annually from commodity interest positions that are not qualifying hedging transactions, marketing of interests in the mortgage real estate investment trust to the public, and identification of the entity as a mortgage real estate investment trust in its federal tax filings with the Internal Revenue Service. While we disagree with the CFTC’s position that mortgage real estate investment trusts that use swaps as part of their business model fall within the statutory definition of a CPO, we have submitted a claim

for the relief set forth in the no-action relief entitled “No-Action Relief from the Commodity Pool Operator Registration Requirement for Commodity Pool Operators of Certain Pooled Investment Vehicles Organized as Mortgage Real Estate Investment Trusts” and believe we meet the criteria for such relief set forth therein.

Critical Accounting Policies and Estimates

Our critical accounting policies that require us to make significant judgments or estimates are described below. For more information on these critical accounting policies and other significant accounting policies, see “Significant Accounting Policies” in the Notes to the Consolidated Financial Statements.

Valuation of Financial Instruments

Residential Investment Securities

There is an active market for our Agency mortgage-backed securities, Agency debentures, CRT securities and non-Agency mortgage-backed securities. Since we primarily invest in securities that can be valued using actively quoted prices for actively traded assets, there is a high degree of observable inputs and less subjectivity in measuring fair value. Internal fair values are determined using quoted prices from the TBA securities market, the Treasury curve and the underlying characteristics of the individual securities, which may include coupon, periodic and life caps, reset dates and the expected life of the security. Prepayment rates are difficult to predict and are a significant estimate requiring judgment in the valuation of Agency mortgage-backed securities. All internal fair values are compared to external pricing sources and/or dealer quotes to determine reasonableness. Additionally, securities used as collateral for repurchase agreements are priced daily by counterparties to ensure sufficient collateralization, providing additional verification of our internal pricing.

Commercial Real Estate Investments

The fair value of commercial mortgage-backed securities classified as available-for-sale is determined based upon quoted prices of similar assets in recent market transactions and requires the application of judgment due to differences in the underlying collateral. These securities must also be evaluated for other-than-temporary impairment if the fair value of the security is lower than its amortized cost. Determining whether there is an other-than-temporary impairment may require us to exercise significant judgment and

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Item 2. Management’s Discussion and Analysis

make estimates to determine expected cash flows incorporating assumptions such as changes in interest rates and loss expectations. For commercial real estate loans and preferred equity investments classified as held for investment, we apply significant judgment in evaluating the need for a loss reserve. Estimated net recoverable value of the commercial real estate loans and preferred equity investments and other factors such as the fair value of any collateral, the amount and status of senior debt, the prospects of the borrower and the competitive landscape where the borrower conducts business must be considered in determining the allowance for loan losses. For commercial real estate loans held for sale, significant judgment may need to be applied in determining fair value of the loans and whether a valuation allowance is necessary. Factors that may need to be considered to determine fair value of a loan held for sale include the borrower’s credit quality, liquidity and other market factors and the fair value of the underlying collateral.

Interest Rate Swaps

We use the overnight indexed swap (or OIS) curve as an input to value substantially all of our uncleared interest rate swaps. We believe using the OIS curve, which reflects the interest rate typically paid on cash collateral, enables us to most accurately determine the fair value of uncleared interest rate swaps. Consistent with market practice, we exchange collateral (also called margin) or settle variation margin payments based on the fair values of our interest rate swaps. Through this margining process, we may be able to compare our recorded fair value with the fair value calculated by the counterparty or derivatives clearing organization, providing additional verification of our recorded fair value of the uncleared interest rate swaps. We value our cleared interest rate swaps using the prices provided by the derivatives clearing organization.

Revenue Recognition

Interest income from coupon payments is accrued based on the outstanding principal amounts of the Residential Investment Securities and their contractual terms. Premiums and discounts associated with the purchase of

the Residential Investment Securities are amortized or accreted into interest income over the projected lives of the securities using the interest method. We use third-party model and market information to project prepayment speeds. Our prepayment speed projections incorporate underlying loan characteristics (i.e., coupon, term, original loan size, original loan-to-value ratio, etc.) and market data, including interest rate and home price index forecasts and expert judgment. Prepayment speeds vary according to the type of investment, conditions in the financial markets and other factors, and cannot be predicted with any certainty. Changes to model assumptions, including interest rates and other market data, as well as periodic revisions to the model will cause changes in the results. Adjustments are made for actual prepayment activity as it relates to calculating the effective yield. Gains or losses on sales of Residential Investment Securities are recorded on trade date based on the specific identification method.

Consolidation of Variable Interest Entities

Determining whether an entity has a controlling financial interest in a VIE requires significant judgment related to assessing the purpose and design of the VIE and determination of the activities that most significantly impact its economic performance. We must also identify explicit and implicit variable interests in the entity and consider our involvement in both the design of the VIE and its ongoing activities. To determine whether consolidation of the VIE is required, we must apply judgment to assess whether we have the power to direct the most significant activities of the VIE and whether we have either the rights to receive benefits or the obligation to absorb losses that could be potentially significant to the VIE.

Use of Estimates

The use of GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

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Glossary of Terms

Adjustable-Rate Loan / Security

A loan / security on which interest rates are adjusted at regular intervals according to predetermined criteria. The adjustable interest rate is tied to an objective, published interest rate index.

Agency

Refers to a federally chartered corporation, such as the Federal National Mortgage Association, or the Federal Home Loan Mortgage Corporation, or an agency of the U.S. Government, such as the Government National Mortgage Association.

Agency Debentures

Debt issued by a federal agency or a government-sponsored enterprise (GSE) for financing purposes. These types of debentures are not backed by collateral, but by the integrity and credit-worthiness of the issuer. Agency debentures issued by a GSE are backed only by that GSE's ability to pay. The callable feature allows the Agency to repay the bond prior to maturity.

Agency Mortgage-Backed Securities

Refers to residential mortgage-backed securities that are issued or guaranteed by an Agency.

Amortization

Liquidation of a debt through installment payments. Amortization also refers to the process of systematically reducing a recognized asset or liability (e.g., a purchase premium or discount for a debt security) with an offset to earnings.

Average Life

On a mortgage-backed security, the average time to receipt of each dollar of principal, weighted by the amount of each principal prepayment, based on prepayment assumptions.

Basis Point (BPs)

One hundredth of one percent, used in expressing differences in interest rates. One basis point is 0.01% of yield. For example, a bond’s yield that changed from 3.00% to 3.50% would be said to have moved 50
basis points.

Benchmark
A bond or an index referencing a basket of bonds whose terms are used for comparison with other bonds of similar maturity. The global financial market typically looks to U.S. Treasury securities as benchmarks.

Beneficial Owner

One who benefits from owning a security, even if the security’s title of ownership is in the name of a broker or bank.

B-Note

Subordinate mortgage notes and/or subordinate mortgage loan participations.

B-Piece

The most subordinate commercial mortgage-backed security bond class.

Board

Refers to the board of directors of Annaly.

Bond
The written evidence of debt, bearing a stated rate or stated rates of interest, or stating a formula for determining that rate, and maturing on a date certain, on which date and upon presentation a fixed sum of money plus interest (usually represented by interest coupons attached to the bond) is payable to the holder or owner. Bonds are long-term securities with an original maturity of greater than one year. For purposes of computations tied in to “per bond,” a $1,000 increment of an issue is used (no matter what the actual denominations are).

Book Value Per Share

Calculated by summing common stock, additional paid-in capital, accumulated other comprehensive income (loss) and accumulated deficit and dividing that number by the total common shares outstanding.

Broker
Generic name for a securities firm engaged in both buying and selling securities on behalf of customers or its own account.

Capital Buffer

Includes unencumbered financial assets which can be either sold or utilized as collateral to meet liquidity needs.

Capital Ratio

Calculated as total stockholders’ equity divided by total assets inclusive of outstanding market value of TBA positions and exclusive of consolidated VIEs associated with B-Piece commercial mortgage-backed securities.

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Carry
The amount an asset earns over its hedging and financing costs. A positive carry happens when the rate on the securities being financed is greater than the rate on the funds borrowed. A negative carry is when the rate on the funds borrowed is greater than the rate on the securities that are being financed.

Collateral
Securities, cash or property pledged by a borrower or party to a derivative contract to secure payment of a loan or derivative. If the borrower fails to repay the loan or defaults under the derivative contract, the secured party may take ownership of the collateral.

Collateralized Mortgage Obligation (CMO)

A multiclass bond backed by a pool of mortgage pass-through securities or mortgage loans.

Commodity Futures Trading Commission (CFTC)

An independent U.S. federal agency established by the Commodity Futures Trading Commission Act of 1974. The CFTC regulates the swaps, commodity futures and options markets. Its goals include the promotion of competitive and efficient futures markets and the protection of investors against manipulation, abusive trade practices and fraud.

Commercial Mortgage-Backed Security (CMBS)

Securities collateralized by a pool of mortgages on commercial real estate in which all principal and interest from the mortgages flow to certificate holders in a defined sequence or manner.

Constant Prepayment Rate (CPR)

The percentage of outstanding mortgage loan principal that prepays in one year, based on the annualization of the Single Monthly Mortality, which reflects the outstanding mortgage loan principal that prepays in one month.

Convertible Securities

Securities which may be converted into shares of another security under stated terms, often into the issuing company’s common stock.

Convexity
A measure of the change in a security’s duration with respect to changes in interest rates. The more convex a security is, the more its duration will change with interest rate changes.

Core Earnings and Core Earnings Per Average Common Share

Non-GAAP measure that is defined as net income (loss) excluding gains or losses on disposals of investments

and termination of interest rate swaps, unrealized gains or losses on interest rate swaps and investments measured at fair value through earnings, net gains (losses) on trading assets, impairment losses, net income (loss) attributable to noncontrolling interest, corporate acquisition related expenses and certain other non-recurring gains or losses, and inclusive of TBA dollar roll income (a component of Net gains (losses) on trading assets) and realized amortization of MSRs. Core earnings per average common share is calculated by dividing core earnings by average basic common shares for the period.

Corporate Debt

Non-government debt instruments issued by corporations. Long-term corporate debt can be issued as bonds or loans.

Counterparty
One of two entities in a transaction. For example, in the bond market a counterparty can be a state or local government, a broker-dealer or a corporation.

Coupon
The interest rate on a bond that is used to compute the amount of interest due on a periodic basis.

Credit and Counterparty Risk

Risk to earnings, capital or business, resulting from an obligor’s or counterparty's failure to meet the terms of any contract or otherwise failure to perform as agreed. Credit and counterparty risk is present in lending, investing, funding and hedging activities.

Credit Derivatives

Derivative instruments that have one or more underlyings related to the credit risk of a specified entity (or group of entities) or an index that exposes the seller to potential loss from specified credit-risk related events. An example is credit derivatives referencing the commerical mortgage-backed securities index.

Credit Risk Transfer (CRT) Securities

Credit Risk Transfer securities are risk sharing transactions issued by Fannie Mae and Freddie Mac and similarly structured transactions arranged by third party market participants. The securities issued in the CRT sector are designed to synthetically transfer mortgage credit risk from Fannie Mae, Freddie Mac and/or third parties to private investors.

Current Face

The current remaining monthly principal on a mortgage security. Current face is computed by multiplying the original face value of the security by the current principal balance factor.

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Dealer
Person or organization that underwrites, trades and sells securities, e.g., a principal market-maker in securities.

Default Risk

Possibility that a bond issuer will fail to pay principal or interest when due.

Derivative
A financial product that derives its value from the price, price fluctuations and price expectations of an underlying instrument, index or reference pool (e.g. futures contracts, options, interest rate swaps, interest rate swaptions and certain to-be-announced securities).

Discount Price

When the dollar price is below face value, it is said to be selling at a discount.

Duration
The weighted maturity of a fixed-income investment’s cash flows, used in the estimation of the price sensitivity of fixed-income securities for a given change in interest rates.

Economic Capital

A measure of the risk a firm is subject to. It is the amount of capital a firm needs as a buffer to protect against risk. It is a probabilistic measure of potential future losses at a given confidence level over a given time horizon.

Economic Interest Expense

Non-GAAP financial measure that is composed of GAAP interest expense adjusted for realized gains or losses on interest rate swaps used to hedge cost of funds.

Economic Leverage Ratio (Economic Debt-to-Equity Ratio)

Calculated as the sum of recourse debt, TBA derivative notional outstanding and net forward purchases of investments divided by total equity.

Economic Net Interest Income

Non-GAAP financial measure that is composed of GAAP net interest income adjusted for realized gains or losses on interest rate swaps used to hedge cost of funds.

Encumbered Assets

Assets on the company’s balance sheet which have been pledged as collateral against a liability.

Eurodollar

A U.S. dollar deposit held in Europe or elsewhere outside the United States.

Face Amount

The par value (i.e., principal or maturity value) of a security appearing on the face of the instrument.

Factor
A decimal value reflecting the proportion of the outstanding principal balance of a mortgage security, which changes over time, in relation to its original principal value.

Fannie Mae

Federal National Mortgage Association.

Federal Deposit Insurance Corporation (FDIC)

An independent agency created by the U.S. Congress to maintain stability and public confidence in the nation's financial system by insuring deposits, examining and supervising financial institutions for safety and soundness and consumer protection, and managing receiverships.

Federal Funds Rate

The interest rate charged by banks on overnight loans of their excess reserve funds to other banks.

Federal Home Loan Banks (FHLB)

U.S. Government-sponsored banks that provide reliable liquidity to member financial institutions to support housing finance and community investment.

Federal Housing Financing Agency (FHFA)

The FHFA is an independent regulatory agency that oversees vital components of the secondary mortgage market including Fannie Mae, Freddie Mac and the Federal Home Loan Banks.

Financial Industry Regulatory Authority (FINRA)

FINRA is a non-governmental organization tasked with regulating all business dealings conducted between dealers, brokers and all public investors.

Fixed-Rate Mortgage

A mortgage featuring level monthly payments, determined at the outset, which remain constant over the life of the mortgage.

Fixed Income Clearing Corporation (FICC)

The FICC is an agency that deals with the confirmation, settlement and delivery of fixed-income assets in the U.S. The agency ensures the systematic and efficient

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

settlement of U.S. Government securities and mortgage-backed security transactions in the market.

Floating Rate Bond

A bond for which the interest rate is adjusted periodically according to a predetermined formula, usually linked to an index.

Floating Rate CMO

A CMO tranche which pays an adjustable rate of interest tied to a representative interest rate index such as the LIBOR, the Constant Maturity Treasury or the Cost of Funds Index.

Freddie Mac

Federal Home Loan Mortgage Corporation.

Futures Contract

A legally binding agreement to buy or sell a commodity or financial instrument in a designated future month at a price agreed upon at the initiation of the contract by the buyer and seller. Futures contracts are standardized according to the quality, quantity, and delivery time and location for each commodity. A futures contract differs from an option in that an option gives one of the counterparties a right and the other an obligation to buy or sell, while a futures contract represents an obligation of both counterparties, one to deliver and the other to accept delivery. A futures contract is part of a class of financial instruments called derivatives.

GAAP

U.S. generally accepted accounting principles.

Ginnie Mae

Government National Mortgage Association.

Hedge
An investment made with the intention of minimizing the impact of adverse movements in interest rates or securities prices.

In-the-Money
Description for an option that has intrinsic value and can be sold or exercised for a profit; a call option is in-the-money when the strike price (execution price) is below the market price of the underlying security.

Interest Bearing Liabilities

Refers to repurchase agreements, securitized debt of consolidated VIEs, participation sold, FHLB Des Moines advances, credit facilities, U.S. Treasury securities sold, not yet purchased and securities loaned. Average Interest Bearing Liabilities is based on daily balances.

Interest Earning Assets

Refers to Residential Investment Securities, securities borrowed, U.S. Treasury securities, reverse repurchase agreements, commercial real estate debt investments, commercial real estate debt and preferred equity interests and corporate debt. Average Interest Earning Assets is based on daily balances.

Interest-Only (IO) Bond

The interest portion of mortgage, Treasury or bond payments, which is separated and sold individually from the principal portion of those same payments.

Interest Rate Risk

The risk that an investment's value will change due to a change in the absolute level of interest rates, in the spread between two rates, in the shape of the yield curve or in any other interest rate relationship. As market interest rates rise, the value of current fixed income investment holdings declines. Diversifying, deleveraging and hedging techniques are utilized to mitigate this risk. Interest rate risk is a form of market risk.

Interest Rate Swap

A binding agreement between counterparties to exchange periodic interest payments on some predetermined dollar principal, which is called the notional principal amount. For example, one party will pay fixed and receive a variable rate.

Interest Rate Swaption

Options on interest rate swaps. The buyer of a swaption has the right to enter into an interest rate swap agreement at some specified date in the future. The swaption agreement will specify whether the buyer of the swaption will be a fixed-rate receiver or a fixed-rate payer.

Internal Capital Adequacy Assessment Program (ICAAP)

The ongoing assessment and measurement of risks, and the amount of capital which is necessary to hold against those risks. The objective is to ensure that a firm is appropriately capitalized relative to the risks in its business.

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International Swaps and Derivatives Association (ISDA) Master Agreement

Standardized contract developed by ISDA used as an umbrella under which bilateral derivatives contracts are entered into.

Inverse IO Bond

An interest-only bond whose coupon is determined by a formula expressing an inverse relationship to a benchmark rate, such as LIBOR. As the benchmark rate changes, the IO coupon adjusts in the opposite direction. When the benchmark rate is relatively low, the IO pays a relatively high coupon payment, and vice versa.

Investment/Market Risk

Risk to earnings, capital or business resulting in the decline in value of our assets caused from changes in market variables, such as interest rates, which affect the values of Residential Investment Securities and other investment instruments.

Investment Company Act

Refers to the Investment Company Act of 1940 as amended.

Leverage
The use of borrowed money to increase investing power and economic returns.

Leverage Ratio (Debt-to-Equity Ratio)

Calculated as total debt to total stockholders' equity. For purposes of calculating this ratio total debt includes repurchase agreements, other secured financing, securitized debt of consolidated VIEs, loan participation sold and mortgages payable which are non-recourse to us, subject to customary carveouts.

LIBOR (London Interbank Offered Rate)

The rate banks charge each other for short-term Eurodollar loans. LIBOR is frequently used as the base for resetting rates on floating-rate securities and the floating-rate legs of interest rate swaps.

Liquidity Risk

Risk to earnings, capital or business arising from our inability to meet our obligations when they come due without incurring unacceptable losses because of inability to liquidate assets or obtain adequate funding.

Long-Term CPR

The Company’s projected prepayment speeds for certain Agency mortgage-backed securities using third-party model and market information. The Company’s prepayment speed projections incorporate underlying

loan characteristics (e.g., coupon, term, original loan size, original loan-to-value ratio, etc.) and market data, including interest rate and home price index forecasts. Changes to model assumptions, including interest rates and other market data, as well as periodic revisions to the model will cause changes in the results.

Long-Term Debt

Debt which matures in more than one year.

Monetary Policy

Action taken by the Board of Governors of the Federal Reserve System to influence the money supply or interest rates.

Mortgage-Backed Security (MBS)

A security representing a direct interest in a pool of mortgage loans. The pass-through issuer or servicer collects the payments on the loans in the pool and "passes through" the principal and interest to the security holders on a pro rata basis.

Mortgage Loan

A mortgage loan granted by a bank, thrift or other financial institution that is based solely on real estate as security and is not insured or guaranteed by a government agency.

Mortgage Servicing Rights (MSRs)

Contractual agreements constituting the right to service an existing mortgage where the holder receives the benefits and bears the costs and risks of servicing the mortgage.

NAV

Net asset value.

Net Equity Yield

Calculated using GAAP net income, excluding depreciation and amortization expense, divided by average net equity.

Net Interest Income

Represents interest income earned on our portfolio investments, less interest expense paid for borrowings.

Net Interest Margin

Represents annualized economic net interest income, inclusive of interest expense on interest rate swapsused to hedge cost of funds, plus TBA dollar roll income less interest expense on interest rate swaps used to hedge TBA dollar roll transactions divided by the sum of its

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average Interest Earning Assets plus average outstanding TBA derivative balances.

Net Interest Spread

Calculated by taking the average yield on Interest Earning Assets minus the average cost of Interest Bearing Liabilities, including the net interest payments on interest rate swaps used to hedge cost of funds.

Non-Performing Loan (NPL)

A loan that is close to defaulting or is in default.

Notional Amount

A stated principal amount in a derivative contract on which the contract is based.

Operational Risk

Risk to earnings, capital, reputation or business arising from inadequate or failed internal processes or systems, human factors or external events.

Option Contract

A contract in which the buyer has the right, but not the obligation, to buy or sell an asset at a set price on or before a given date. Buyers of call options bet that a security will be worth more than the price set by the option (the strike price), plus the price they pay for the option itself. Buyers of put options bet that the security’s price will drop below the price set by the option. An option is part of a class of financial instruments called derivatives, which means these financial instruments derive their value from the worth of an underlying investment.

Original Face

The face value or original principal amount of a security on its issue date.

Out-of-the-Money
Description for an option that has no intrinsic value and would be worthless if it expired today; for a call option, this situation occurs when the strike price is higher than the market price of the underlying security; for a put option, this situation occurs when the strike price is less than the market price of the underlying security.

Over-The-Counter (OTC) Market

A securities market that is conducted by dealers throughout the country through negotiation of price rather than through the use of an auction system as represented by a stock exchange.

Par
Price equal to the face amount of a security; 100%.

Par Amount

The principal amount of a bond or note due at maturity. Also known as par value.

Pass-Through Security

A securitization structure where a GSE or other entity “passes” the amount collected from the borrowers every month to the investor, after deducting fees and expenses.

Pool
A collection of mortgage loans assembled by an originator or master servicer as the basis for a security. In the case of Ginnie Mae, Fannie Mae, or Freddie Mac mortgage pass-through securities, pools are identified by a number assigned by the issuing agency.

Premium
The amount by which the price of a security exceeds its principal amount. When the dollar price of a bond is above its face value, it is said to be selling at a premium.

Premium Amortization Adjustment (PAA)

The component of premium amortization representing the quarter-over-quarter change in estimated long-term CPR.

Prepayment
The unscheduled partial or complete payment of the principal amount outstanding on a mortgage loan or other debt before it is due.

Prepayment Risk

The risk that falling interest rates will lead to increased prepayments of mortgage or other loans, forcing the investor to reinvest at lower prevailing rates.

Prime Rate

The indicative interest rate on loans that banks quote to their best commercial customers.

Principal and Interest

The term used to refer to regularly scheduled payments or prepayments of principal and payments of interest on a mortgage or other security.

Rate Reset

The adjustment of the interest rate on a floating-rate security according to a prescribed formula.

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Real Estate Investment Trust (REIT)

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

Recourse Debt

Debt on which the economic borrower is obligated to repay the entire balance regardless of the value of the pledged collateral. By contrast, the economic borrower’s obligation to repay non-recourse debt is limited to the value of the pledged collateral. Recourse debt consists of repurchase agreements, and other secured financing.

Reinvestment Risk

The risk that interest income or principal repayments will have to be reinvested at lower rates in a declining rate environment.

Re-Performing Loan (RPL)

A type of loan in which payments were previously delinquent by at least 90 days but have resumed.

Repurchase Agreement

The sale of securities to investors with the agreement to buy them back at a higher price after a specified time period; a form of short-term borrowing. For the party on the other end of the transaction (buying the security and agreeing to sell in the future) it is a reverse repurchase agreement.

Residential Investment Securities

Refers to Agency mortgage-backed securities, Agency debentures, CRT securities and non-Agency mortgage-backed securities.

Residual
In a CMO, the residual is the tranche that collects any cash flow from the collateral that remains after obligations to the other tranches have been met.

Return on Average Equity

Calculated by taking earnings divided by average stockholders' equity.

Reverse Repurchase Agreement

Refer to Repurchase Agreement. The buyer of securities effectively provides a collateralized loan to the seller.

Risk Appetite Statement

Defines the types and levels of risk we are willing to take in order to achieve our business objectives, and reflects our risk management philosophy.

Secondary Market

Ongoing market for bonds previously offered or sold in the primary market.

Settlement Date

The date securities must be delivered and paid for to complete a transaction.

Short-Term Debt

Generally, debt which matures in one year or less. However, certain securities that mature in up to three years may be considered short-term debt.

Spread
When buying or selling a bond through a brokerage firm, an individual investor will be charged a commission or spread, which is the difference between the market price and cost of purchase, and sometimes a service fee. Spreads differ based on several factors including liquidity.

Target Assets

Includes Agency mortgage-backed securities, to-be-announced forward contracts, Agency debentures, CRT securities, MSRs, non-Agency mortgage-backed securities, residential mortgage loans, commercial real estate investments, and corporate debt.

To-Be-Announced Securities (TBAs)

A contract for the purchase or sale of a mortgage-backed security to be delivered at a predetermined price, face amount, issuer, coupon and stated maturity on an agreed-upon future date but does not include a specified pool number and number of pools.

TBA Dollar Roll Income

TBA dollar roll income is defined as the difference in price between two TBA contracts with the same terms but different settlement dates. The TBA contract settling in the later month typically prices at a discount to the earlier month contract with the difference in price commonly referred to as the “drop.” TBA dollar roll income represents the equivalent of interest income on the underlying security less an implied cost of financing.

Total Return

Investment performance measure over a stated time period which includes coupon interest, interest on interest, and any realized and unrealized gains or losses.

Total Return Swap

A derivative instrument where one party makes payments at a predetermined rate (either fixed or

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Item 2. Management’s Discussion and Analysis

variable) while receiving a return on a specific asset (generally an equity index, loan or bond) held by the counterparty.

Unencumbered Assets

Assets on our balance sheet which have not been pledged as collateral against an existing liability.

U.S. Government-Sponsored Enterprise (GSE) Obligations

Obligations of Agencies originally established or chartered by the U.S. government to serve public purposes as specified by the U.S. Congress, such as Fannie Mae and Freddie Mac; these obligations are not explicitly guaranteed as to the timely payment of principal and interest by the full faith and credit of the U.S. government.

Value-at-Risk (VaR)

A statistical technique which measures the potential loss in value of an asset or portfolio over a defined period for a given confidence interval.

Variable Interest Entity (VIE)

An entity in which equity investors (i) do not have the characteristics of a controlling financial interest, and/or (ii) do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties.

Variation Margin

Cash or securities provided by a party to collateralize its obligations under a transaction as a result of a change in value of such transaction since the trade was executed or the last time collateral was provided.

Volatility
A statistical measure of the variance of price or yield over time. Volatility is low if the price does not change very much over a short period of time, and high if there is a greater change.

Warehouse Lending

A line of credit extended to a loan originator to fund mortgages extended by the loan originators to property purchasers. The loan typically lasts from the time the mortgage is originated to when the mortgage is sold into the secondary market, whether directly or through a securitization. Warehouse lending can provide liquidity to the loan origination market.

Weighted Average Coupon

The weighted average interest rate of the underlying mortgage loans or pools that serve as collateral for a security, weighted by the size of the principal loan balances.

Weighted Average Life (WAL)

The assumed weighted average amount of time that will elapse from the date of a security’s issuance until each dollar of principal is repaid to the investor. The WAL will change as the security ages and depending on the actual realized rate at which principal, scheduled and unscheduled, is paid on the loans underlying the MBS.

Yield-to-Maturity
The expected rate of return of a bond if it is held to its maturity date; calculated by taking into account the current market price, stated redemption value, coupon payments and time to maturity and assuming all coupons are reinvested at the same rate; equivalent to the internal rate of return.

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and qualitative disclosures about market risk are contained within the section titled “Risk Management” of Item 2. “Management’s Discussion

and Analysis of Financial Condition and Results of Operations.”

ITEM 4. CONTROLS AND PROCEDURES

Our management, including our Chief Executive Officer (the CEO) and Chief Financial Officer (the CFO), reviewed and evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act) as of the end of the period covered by this report. Based on that review and evaluation, the CEO and CFO have concluded that our current disclosure controls and procedures, as designed, (1) were effective in ensuring that information required to be disclosed by the Company in reports it files or submits under the Securities Exchange Act is accumulated and communicated to our management,

including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure and (2) were effective in ensuring that information required to be disclosed by the Company in reports it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.

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

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we are involved in various claims and legal actions arising in the ordinary course of business.

At June 30, 2017, we were not party to any pending material legal proceedings.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors disclosed in Item 1A. “Risk Factors” of our most recent annual report on Form 10-K. The materialization of any risks and uncertainties identified in our Special Note Regarding Forward-Looking Statements contained in this report together with those previously disclosed in our most recent annual report on Form 10-K or those that are presently unforeseen could result in significant adverse effects on our financial condition, results of

operations and cash flows. See Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Special Note Regarding Forward-Looking Statements” in this quarterly report or our most recent annual report on Form 10-K.

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 6. Exhibits

ITEM 6. EXHIBITS

Exhibits:

The exhibits required by this item are set forth on the Exhibit Index attached hereto.

Exhibit Number		Exhibit Description

31.1		Certification of Kevin G. Keyes, Chief Executive Officer and President (Principal Executive Officer) of the Registrant, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Glenn A. Votek, Chief Financial Officer (Principal Financial Officer) of the Registrant, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Kevin G. Keyes, Chief Executive Officer and President (Principal Executive Officer) of the Registrant, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Glenn A. Votek, Chief Financial Officer (Principal Financial Officer) of the Registrant, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit 101.INS XBRL		Instance Document †
Exhibit 101.SCH XBRL		Taxonomy Extension Schema Document †
Exhibit 101.CAL XBRL		Taxonomy Extension Calculation Linkbase Document †
Exhibit 101.DEF XBRL		Additional Taxonomy Extension Definition Linkbase Document Created†
Exhibit 101.LAB XBRL		Taxonomy Extension Label Linkbase Document †
Exhibit 101.PRE XBRL		Taxonomy Extension Presentation Linkbase Document †

† Submitted electronically herewith. Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Statements of Financial Condition at June 30, 2017 (Unaudited) and December 31, 2016 (Derived from the audited Consolidated Statement of Financial Condition at December 31, 2016); (ii) Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the quarters and six months ended June 30, 2017 and 2016; (iii) Consolidated Statements of Stockholders' Equity (Unaudited) for the six months ended June 30, 2017 and 2016; (iv) Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2017 and 2016; and (v) Notes to Consolidated Financial Statements (Unaudited).

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Signatures

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, in the city of New York, State of New York.

		ANNALY CAPITAL MANAGEMENT, INC.

Dated:	August 3, 2017	By: /s/ Kevin G. Keyes
		Kevin G. Keyes
		Chief Executive Officer, President and Director (Principal Executive Officer)

Dated:	August 3, 2017	By: /s/ Glenn A. Votek
		Glenn A. Votek
		Chief Financial Officer (Principal Financial Officer)

MARYLAND (State or other jurisdiction of incorporation or organization)		22-3479661 (IRS Employer Identification No.)


1211 AVENUE OF THE AMERICAS NEW YORK, NY 10036 (Address of principal executive offices)		10036 (Zip Code)

Class	Outstanding at July 31, 2017
Common Stock, $.01 par value	1,088,037,669

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(dollars in thousands, except per share data)

	June 30,			December 31,
	2017 ⁽¹⁾			2016 ⁽²⁾
	(Unaudited)
ASSETS

Cash and cash equivalents (including cash pledged as collateral of $590,082 and $1,428,475, respectively) ⁽³⁾	$	700,692		$	1,539,746
Investments, at fair value:
Agency mortgage-backed securities (including pledged assets of $67,214,815 and $70,796,872, respectively)		73,963,998			75,589,873
Credit risk transfer securities (including pledged assets of $517,598 and $608,707, respectively)		605,826			724,722
Non-Agency mortgage-backed securities (including pledged assets of $1,036,362 and $1,064,603, respectively) ⁽⁴⁾		1,234,053			1,401,307
Residential mortgage loans (including pledged assets of $679,435 and $314,746, respectively) ⁽⁵⁾		779,685			342,289
Mortgage servicing rights (including pledged assets of $3,408 and $5,464, respectively)		605,653			652,216
Commercial real estate debt investments (including pledged assets of $3,972,560 and $4,321,739, respectively) ⁽⁶⁾		3,972,560			4,321,739
Commercial real estate debt and preferred equity, held for investment (including pledged assets of $532,724 and $506,997, respectively)		928,181			970,505
Commercial loans held for sale, net		-			114,425
Investments in commercial real estate		474,510			474,567
Corporate debt (including pledged assets of $437,794 and $592,871, respectively)		773,957			773,274
Interest rate swaps, at fair value		10,472			68,194
Other derivatives, at fair value		154,004			171,266
Receivable for investments sold		9,784			51,461
Accrued interest and dividends receivable		263,217			270,400
Other assets		399,456			333,063
Goodwill		71,815			71,815
Intangible assets, net		28,715			34,184
Total assets	$	84,976,578		$	87,905,046

LIABILITIES AND STOCKHOLDERS’ EQUITY

Liabilities:
Repurchase agreements	$	62,497,400		$	65,215,810
Other secured financing		3,785,543			3,884,708
Securitized debt of consolidated VIEs ⁽⁷⁾		3,438,675			3,655,802
Participation sold		-			12,869
Mortgages payable		311,810			311,636
Interest rate swaps, at fair value		614,589			1,443,765
Other derivatives, at fair value		99,380			86,437
Dividends payable		305,709			305,674
Payable for investments purchased		1,043,379			65,041
Accrued interest payable		185,720			163,013
Accounts payable and other liabilities		84,948			184,319
Total liabilities		72,367,153			75,329,074

Stockholders’ Equity:
7.875% Series A Cumulative Redeemable Preferred Stock: 7,412,500 authorized, issued and outstanding		177,088			177,088
7.625% Series C Cumulative Redeemable Preferred Stock: 12,650,000 authorized, 12,000,000 issued and outstanding		290,514			290,514
7.50% Series D Cumulative Redeemable Preferred Stock: 18,400,000 authorized, issued and outstanding		445,457			445,457
7.625% Series E Cumulative Redeemable Preferred Stock: 11,500,000 authorized, issued and outstanding		287,500			287,500
Common stock, par value $0.01 per share, 1,945,437,500 authorized, 1,019,027,880 and 1,018,913,249 issued and outstanding, respectively		10,190			10,189
Additional paid-in capital		15,581,760			15,579,342
Accumulated other comprehensive income (loss)		(850,767	)		(1,085,893	)
Accumulated deficit		(3,339,228	)		(3,136,017	)
Total stockholders’ equity		12,602,514			12,568,180
Noncontrolling interest		6,911			7,792
Total equity		12,609,425			12,575,972
Total liabilities and equity	$	84,976,578		$	87,905,046

⁽¹⁾	As a result of a change to a clearing organization’s rulebook effective January 3, 2017, beginning with the first quarter 2017 and in subsequent periods the Company is presenting the fair value of centrally cleared interest rate swaps net of variation margin pledged under such transactions. The variation margin was previously reported under cash and cash equivalents and is currently reported as a reduction to interest rate swaps, at fair value. Balances reported prior to the effective date balances will not be adjusted.
⁽²⁾	Derived from the audited consolidated financial statements at December 31, 2016.
⁽³⁾	Includes cash of consolidated VIEs of $37.9 million and $23.2 million at June 30, 2017 and December 31, 2016, respectively.
⁽⁴⁾	Includes $78.9 million and $88.6 million at June 30, 2017 and December 31, 2016, respectively, of non-Agency mortgage-backed securities in a consolidated VIE pledged as collateral and eliminated from the Company’s Consolidated Statements of Financial Condition.
⁽⁵⁾	Includes securitized residential mortgage loans of a consolidated VIE carried at fair value of $150.9 million and $165.9 million at June 30, 2017 and December 31, 2016, respectively.
⁽⁶⁾	Includes senior securitized commercial mortgage loans of consolidated VIEs carried at fair value of $3.7 billion and $3.9 billion at June 30, 2017 and December 31, 2016, respectively.
⁽⁷⁾	Includes securitized debt of consolidated VIEs carried at fair value of $3.4 billion and $3.7 billion at June 30, 2017 and December 31, 2016, respectively.

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(dollars in thousands, except per share data)
(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016

Net interest income:
Interest income	$	537,426		$	457,118		$	1,125,153		$	845,261
Interest expense		222,281			152,755			420,706			300,202
Net interest income		315,145			304,363			704,447			545,059

Realized and unrealized gains (losses):
Realized gains (losses) on interest rate swaps⁽¹⁾		(96,470	)		(130,762	)		(200,626	)		(278,237	)
Realized gains (losses) on termination of interest rate swaps		(58	)		(60,064	)		(58	)		(60,064	)
Unrealized gains (losses) on interest rate swaps		(177,567	)		(373,220	)		(28,383	)		(1,404,940	)
Subtotal		(274,095	)		(564,046	)		(229,067	)		(1,743,241	)
Net gains (losses) on disposal of investments		(5,516	)		12,535			(281	)		10,860
Net gains (losses) on trading assets		(14,423	)		81,880			(14,104	)		207,069
Net unrealized gains (losses) on investments measured at fair value through earnings		16,240			(54,154	)		39,923			(54,026	)
Subtotal		(3,699	)		40,261			25,538			163,903
Total realized and unrealized gains (losses)		(277,794	)		(523,785	)		(203,529	)		(1,579,338	)

Other income (loss):
Other income (loss)		30,865			(9,930	)		62,511			(16,045	)
Total other income (loss)		30,865			(9,930	)		62,511			(16,045	)

General and administrative expenses:
Compensation and management fee		38,938			36,048			78,200			73,045
Other general and administrative expenses		15,085			13,173			29,651			24,121
Total general and administrative expenses		54,023			49,221			107,851			97,166

Income (loss) before income taxes		14,193			(278,573	)		455,578			(1,147,490	)

Income taxes		(329	)		(76	)		648			(913	)

Net income (loss)		14,522			(278,497	)		454,930			(1,146,577	)

Net income (loss) attributable to noncontrolling interest		(102	)		(385	)		(205	)		(547	)

Net income (loss) attributable to Annaly		14,624			(278,112	)		455,135			(1,146,030	)

Dividends on preferred stock		23,473			17,992			46,946			35,984

Net income (loss) available (related) to common stockholders	$	(8,849	)	$	(296,104	)	$	408,189		$	(1,182,014	)

Net income (loss) per share available (related) to common stockholders:
Basic	$	(0.01	)	$	(0.32	)	$	0.40		$	(1.28	)
Diluted	$	(0.01	)	$	(0.32	)	$	0.40		$	(1.28	)

Weighted average number of common shares outstanding:
Basic		1,019,000,817			924,887,316			1,018,971,942			925,850,452
Diluted		1,019,000,817			924,887,316			1,019,357,697			925,850,452

Dividends declared per share of common stock	$	0.30		$	0.30		$	0.60		$	0.60

Net income (loss)	$	14,522		$	(278,497	)	$	454,930		$	(1,146,577	)
Other comprehensive income (loss):
Unrealized gains (losses) on available-for-sale securities		261,964			483,930			202,349			1,501,637
Reclassification adjustment for net (gains) losses included in net income (loss)		13,360			(7,250	)		32,777			(6,995	)
Other comprehensive income (loss)		275,324			476,680			235,126			1,494,642
Comprehensive income (loss)	$	289,846		$	198,183		$	690,056		$	348,065
Comprehensive income (loss) attributable to noncontrolling interest		(102	)		(385	)		(205	)		(547	)
Comprehensive income (loss) attributable to Annaly		289,948			198,568			690,261			348,612
Dividends on preferred stock		23,473			17,992			46,946			35,984
Comprehensive income (loss) attributable to common stockholders	$	266,475		$	180,576		$	643,315		$	312,628

ANNALY CAPITAL MANAGEMENT, INC.
FORM 10-Q
TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements	Page
Consolidated Statements of Financial Condition at June 30, 2017 (Unaudited) and December 31, 2016 (Derived from the audited consolidated financial statements at December 31, 2016)	1
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the three months and six months ended June 30, 2017 and 2016	2
Consolidated Statements of Stockholders’ Equity (Unaudited) for the six months ended June 30, 2017 and 2016	3
Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2017 and 2016	4
Notes to Consolidated Financial Statements (Unaudited)
Note 1. Description of Business	6
Note 2. Basis of Presentation	6
Note 3. Significant Accounting Policies	6
Note 4. Acquisition of Hatteras	16
Note 5. Residential Investment Securities	17
Note 6. Residential Mortgage Loans	19
Note 7. Mortgage Servicing Rights	20
Note 8. Commercial Real Estate Investments	20
Note 9. Corporate Debt	24
Note 10. Variable Interest Entities	24
Note 11. Fair Value Measurements	28
Note 12. Secured Financing	32
Note 13. Derivative Instruments	33
Note 14. Common Stock and Preferred Stock	37
Note 15. Interest Income and Interest Expense	39
Note 16. Goodwill	39
Note 17. Net Income (Loss) per Common Share	39
Note 18. Long-Term Stock Incentive Plan	39
Note 19. Income Taxes	40
Note 20. Lease Commitments and Contingencies	40
Note 21. Risk Management	41
Note 22. RCap Regulatory Requirements	42
Note 23. Related Party Transactions	42
Note 24. Subsequent Events	42

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Special Note Regarding Forward-Looking Statements	44
Overview	46
Acquisition of Hatteras	46
Business Environment	46
Results of Operations	48
Financial Condition	58
Capital Management	62
Risk Management	64
Critical Accounting Policies and Estimates	73
Glossary of Terms	75

Item 3. Quantitative and Qualitative Disclosures about Market Risk	83

Item 4. Controls and Procedures	83

PART II - OTHER INFORMATION

Item 1. Legal Proceedings	84

Item 1A. Risk Factors	84

Item 6. Exhibits	85

SIGNATURES	86

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Six Months Ended June 30, 2017 and 2016
(dollars in thousands, except per share data)
(Unaudited)

	7.875% Series A Cumulative Redeemable Preferred Stock		7.625% Series C Cumulative Redeemable Preferred Stock		7.50% Series D Cumulative Redeemable Preferred Stock		7.625% Series E Cumulative Redeemable Preferred Stock		Common stock par value			Additional paid-in capital			Accumulated other comprehensive income (loss)			Accumulated deficit			Total stockholders’ equity			Noncontrolling interest			Total

BALANCE, December 31, 2015	$	177,088	$	290,514	$	445,457	$	-	$	9,359		$	14,675,768		$	(377,596	)	$	(3,324,616	)	$	11,895,974		$	9,948		$	11,905,922
Net income (loss) attributable to Annaly		-		-		-		-		-			-			-			(1,146,030	)		(1,146,030	)		-			(1,146,030	)
Net income (loss) attributable to noncontrolling interest		-		-		-		-		-			-			-			-			-			(547	)		(547	)
Unrealized gains (losses) on available-for-sale securities		-		-		-		-		-			-			1,501,637			-			1,501,637			-			1,501,637
Reclassification adjustment for net (gains) losses included in net income (loss)		-		-		-		-		-			-			(6,995	)		-			(6,995	)		-			(6,995	)
Stock compensation expense		-		-		-		-		-			1,084			-			-			1,084			-			1,084
Net proceeds from direct purchase and dividend reinvestment		-		-		-		-		1			1,175			-			-			1,176			-			1,176
Buyback of common stock		-		-		-		-		(111	)		(102,601	)		-			-			(102,712	)		-			(102,712	)
Equity contributions from (distributions to) noncontrolling interest		-		-		-		-		-			-			-			-			-			(743	)		(743	)
Preferred Series A dividends, declared $0.984 per share		-		-		-		-		-			-			-			(7,296	)		(7,296	)		-			(7,296	)
Preferred Series C dividends, declared $0.953 per share		-		-		-		-		-			-			-			(11,438	)		(11,438	)		-			(11,438	)
Preferred Series D dividends, declared $0.938 per share		-		-		-		-		-			-			-			(17,250	)		(17,250	)		-			(17,250	)
Common dividends declared, $0.60 per share		-		-		-		-		-			-			-			(554,935	)		(554,935	)		-			(554,935	)
BALANCE, June 30, 2016	$	177,088	$	290,514	$	445,457	$	-	$	9,249		$	14,575,426		$	1,117,046		$	(5,061,565	)	$	11,553,215		$	8,658		$	11,561,873
BALANCE, December 31, 2016	$	177,088	$	290,514	$	445,457	$	287,500	$	10,189		$	15,579,342		$	(1,085,893	)	$	(3,136,017	)	$	12,568,180		$	7,792		$	12,575,972
Net income (loss) attributable to Annaly		-		-		-		-		-			-			-			455,135			455,135			-			455,135
Net income (loss) attributable to noncontrolling interest		-		-		-		-		-			-			-			-			-			(205	)		(205	)
Unrealized gains (losses) on available-for-sale securities		-		-		-		-		-			-			202,349			-			202,349			-			202,349
Reclassification adjustment for net (gains) losses included in net income (loss)		-		-		-		-		-			-			32,777			-			32,777			-			32,777
Stock compensation expense		-		-		-		-		-			1,149			-			-			1,149			-			1,149
Net proceeds from direct purchase and dividend reinvestment		-		-		-		-		1			1,269			-			-			1,270			-			1,270
Equity contributions from (distributions to) noncontrolling interest		-		-		-		-		-			-			-			-			-			(676	)		(676	)
Preferred Series A dividends, declared $0.984 per share		-		-		-		-		-			-			-			(7,296	)		(7,296	)		-			(7,296	)
Preferred Series C dividends, declared $0.953 per share		-		-		-		-		-			-			-			(11,438	)		(11,438	)		-			(11,438	)
Preferred Series D dividends, declared $0.938 per share		-		-		-		-		-			-			-			(17,250	)		(17,250	)		-			(17,250	)
Preferred Series E dividends, declared $0.953 per share		-		-		-		-		-			-			-			(10,962	)		(10,962	)		-			(10,962	)
Common dividends declared, $0.60 per share		-		-		-		-		-			-			-			(611,400	)		(611,400	)		-			(611,400	)
BALANCE, June 30, 2017	$	177,088	$	290,514	$	445,457	$	287,500	$	10,190		$	15,581,760		$	(850,767	)	$	(3,339,228	)	$	12,602,514		$	6,911		$	12,609,425

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
(Unaudited)

	Six Months Ended June 30,
	2017			2016
Cash flows from operating activities:
Net income (loss)	$	454,930		$	(1,146,577	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Amortization of Residential Investment Securities premiums and discounts, net		454,718			621,146
Amortization of Residential Mortgage Loans premiums and discounts, net		624			-
Amortization of securitized debt premiums and discounts, net		(20	)		-
Amortization of commercial real estate investment premiums and discounts, net		(3,116	)		(1,552	)
Amortization of intangibles		4,531			7,621
Amortization of deferred financing costs		809			1,019
Amortization of net origination fees and costs, net		(2,195	)		(2,868	)
Depreciation expense		9,166			10,684
Net (gains) losses on sale of commercial real estate		(5,050	)		(821	)
Net (gains) losses on sale of commercial loans held for sale		3			67
Net (gains) losses on sale of commercial real estate debt investments		-			165
Net (gains) losses on sales of Residential Investment Securities		4,014			(10,271	)
Net (gains) losses on sales of residential mortgage loans		1,314			-
Stock compensation expense		1,149			1,084
Unrealized (gains) losses on interest rate swaps		28,383			1,404,940
Net unrealized (gains) losses on investments measured at fair value through earnings		(39,923	)		54,026
Equity in net income from unconsolidated joint ventures		1,192			4,417
Distributions of cumulative earnings from unconsolidated joint venture		459			-
Net (gains) losses on trading assets		14,104			(207,069	)
Proceeds from sale of commercial loans held for sale		114,422			114,358
Payments on purchase of residential mortgage loans		(49,599	)		-
Proceeds from repayments from residential mortgage loans		42,894			-
Payment on purchase of corporate debt held for sale		(19,494	)		-
Proceeds from sale of corporate debt held for sale		19,605			-
Proceeds from repurchase agreements of RCap		1,513,657,385			1,076,600,000
Payments on repurchase agreements of RCap		(1,513,832,385	)		(1,075,750,000	)
Proceeds from reverse repurchase agreements of RCap		38,955,000			29,700,000
Payments on reverse repurchase agreements of RCap		(38,955,000	)		(29,700,000	)
Net payments on derivatives		(797,580	)		196,016
Net change in:
Due to / from brokers		(16	)		(5	)
Other assets		(65,037	)		(65,653	)
Accrued interest and dividends receivable		8,475			3,202
Accrued interest payable		22,707			7,592
Accounts payable and other liabilities		(88,818	)		24,331
Net cash provided by (used in) operating activities	$	(62,349	)	$	1,865,852

Cash flows from investing activities:
Payments on purchases of Residential Investment Securities		(7,682,326	)		(7,088,346	)
Proceeds from sales of Residential Investment Securities		4,629,227			4,008,291
Principal payments on Residential Investment Securities		5,846,683			4,615,505
Purchase of MSRs		(10,000	)		-
Payments on purchases of corporate debt		(252,452	)		(245,447	)
Principal payments on corporate debt		254,318			65,804
Purchases of commercial real estate debt investments		(38,410	)		(76,862	)
Purchase of securitized loans at fair value		-			(1,489,268	)
Origination of commercial real estate investments, net		(110,026	)		(189,020	)
Proceeds from sale of commercial real estate investments		11,960			12,750
Principal payments on commercial real estate debt investments		163,914			61,601
Principal payments on securitized loans at fair value		271,054			52,407
Principal payments on commercial real estate investments		154,531			402,459
Purchase of investments in real estate		(1,132	)		(1,187	)
Investment in unconsolidated joint venture		(19,433	)		(559	)
Distributions in excess of cumulative earnings from unconsolidated joint ventures		4,227			2,117
Payments on purchase of residential mortgage loans held for investment		(512,146	)		-
Proceeds from repayments from residential mortgage loans held for investment		85,643			-
Purchase of equity securities		(2,104	)		(88,062	)
Proceeds from sales of equity securities		-			16,112
Net cash provided by (used in) investing activities	$	2,793,528		$	58,295

Cash flows from financing activities:
Proceeds from repurchase agreements		99,863,445			85,723,588
Principal payments on repurchase agreements		(102,406,855	)		(88,936,063	)
Proceeds from other secured financing		6,801			2,146,084
Payments on other secured financing		(106,038	)		(402,806	)
Proceeds from issuance of securitized debt		-			1,381,640
Principal repayments on securitized debt		(255,927	)		(163,472	)
Payment of deferred financing cost		(1,079	)		(3,076	)
Net proceeds from direct purchases and dividend reinvestments		1,270			1,176
Principal payments on participation sold		(12,827	)		(153	)
Principal payments on mortgages payable		(36	)		(7,399	)
Distributions to noncontrolling interests		(676	)		(743	)
Net payment on share repurchase		-			(102,712	)
Dividends paid		(658,311	)		(594,219	)
Net cash provided by (used in) financing activities	$	(3,570,233	)	$	(958,155	)

Net (decrease) increase in cash and cash equivalents	$	(839,054	)	$	965,992

Cash and cash equivalents, beginning of period		1,539,746			1,769,258

Cash and cash equivalents, end of period	$	700,692		$	2,735,250

Supplemental disclosure of cash flow information:
Interest received	$	1,582,650		$	1,456,076
Dividends received	$	2,511		$	-
Interest paid (excluding interest paid on interest rate swaps)	$	454,110		$	282,146
Net interest paid on interest rate swaps	$	195,973		$	281,120
Taxes paid	$	1,336		$	591

Noncash investing activities:
Receivable for investments sold	$	9,784		$	697,943
Payable for investments purchased	$	1,043,379		$	746,090
Net change in unrealized gains (losses) on available-for-sale securities, net of reclassification adjustment	$	235,126		$	1,494,642

Noncash financing activities:
Dividends declared, not yet paid	$	305,709		$	277,479

See notes to consolidated financial statements.

	Interest Income Methodology
Agency
Fixed-rate pass-through⁽¹⁾	Effective yield⁽³⁾
Adjustable-rate pass-through⁽¹⁾	Effective yield⁽³⁾
Collateralized Mortgage Obligation (“CMO”)⁽¹⁾	Effective yield⁽³⁾
Debentures⁽¹⁾	Contractual Cash Flows
Interest-only⁽²⁾	Prospective

Residential Credit
CRT⁽²⁾	Prospective
Legacy⁽²⁾	Prospective
NPL/RPL⁽²⁾	Prospective
New issue⁽²⁾	Prospective
New issue interest-only⁽²⁾	Prospective

Category	Term
Building	30 - 40 years
Site improvements	1 - 28 years

Standard	Description	Effective Date	Effect on the financial statements or other significant matters
Standards that are not yet adopted
ASU 2017-05 Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets	This update clarifies that a financial asset is within the scope of Subtopic 610-20 if it meets the definition of an in-substance nonfinancial asset, including nonfinancial assets transferred within a legal entity to a counterparty. The ASU requires the Company to derecognize a distinct nonfinancial asset or in-substance nonfinancial asset in a partial sale transaction when it ceases to have a controlling financial interest in a legal entity that holds the asset or transfers control of the asset, with any noncontrolling interest retained recognized at fair value. Transfers of ownership interest in a consolidated subsidiary with controlling financial interest retained are accounted for as equity transactions.	January 1, 2018 (early adoption permitted).	The Company is evaluating the expected impact of this ASU.
ASU 2017-01 Business Combinations (Topic 805) Clarifying the Definition of a Business	This update provides a screen to determine and a framework to evaluate when a set of assets and activities is a business.	January 1, 2018 (early adoption permitted)	The amendments are expected to result in fewer transactions being accounted for as business combinations.
ASU 2016-13 Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments	This ASU updates the existing incurred loss model to a current expected credit loss (“CECL”) model for financial assets and net investments in leases that are not accounted for at fair value through earnings. The amendments affect loans, held-to-maturity debt securities, trade receivables, net investments in leases, off-balance sheet credit exposures and any other financial assets not excluded from the scope. There are also limited amendments to the impairment model for available-for-sale debt securities.	January 1, 2020 (early adoption permitted)	The Company currently plans to adopt the new standard on its effective date and has developed an implementation plan, which it has begun executing. While the Company is continuing to assess the impact the ASU will have on the consolidated financial statements, the measurement of expected credit losses under the CECL model will be based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts of the financial assets in scope of the model. Further, based on the amended guidance for available-for-sale debt securities, the Company: • will be required to use an allowance approach to recognize credit impairment, with the allowance to be limited to the amount by which the security’s fair value is less than its amortized cost basis; • may not consider the length of time fair value has been below amortized cost, and • may not consider recoveries of fair value after the balance sheet date when assessing whether a credit loss exists.

	July 12, 2016
Consideration Transferred:	(dollars in thousands)
Cash	$	521,082
Common equity		997,707

Preferred shares:
Exchange of Hatteras preferred stock for Annaly preferred stock		278,252
Preferred stock fair value adjustment		9,248
Preferred shares		287,500

Total consideration	$	1,806,289

Net Assets:
Cash	$	562,780
Agency mortgage-backed securities, at fair value		10,863,070
Credit risk transfer securities, at fair value		116,770
Residential mortgage loans		360,447
Mortgage servicing rights		355,820
Other derivatives, at fair value		8,677
Principal receivable		438,005
Accrued interest and dividend receivable		83,814
Other assets		57,250
Total assets acquired	$	12,846,633

Repurchase agreements	$	10,422,757
Other secured financing		35,769
Securitized debt of consolidated VIEs		54,135
Other derivatives, at fair value		349,922
Dividends payable		670
Payable for investments purchased		2,643
Accrued interest payable		4,833
Accounts payable and other liabilities		97,039
Total liabilities assumed		10,967,768
Net assets acquired	$	1,878,865

Bargain purchase gain	$	72,576

	June 30, 2017
	Principal / Notional		Remaining Premium		Remaining Discount			Amortized Cost		Unrealized Gains⁽¹⁾		Unrealized Losses⁽¹⁾			Estimated Fair Value
Agency	(dollars in thousands)
Fixed-rate pass-through	$	61,627,012	$	3,671,722	$	(1,416	)	$	65,297,318	$	220,370	$	(1,045,902	)	$	64,471,787
Adjustable-rate pass-through		8,092,902		307,181		(2,939	)		8,397,144		26,753		(55,019	)		8,368,878
Interest-only		7,051,876		1,305,067		-			1,305,067		3,351		(185,085	)		1,123,333
Total Agency investments	$	76,771,790	$	5,283,970	$	(4,355	)	$	74,999,529	$	250,474	$	(1,286,006	)	$	73,963,998

Residential Credit
CRT	$	550,302	$	15,364	$	(5,915	)	$	559,751	$	46,077	$	(2	)	$	605,826
Alt-A		215,364		1,255		(34,464	)		182,155		11,475		(149	)		193,481
Prime		198,358		264		(26,268	)		172,355		16,497		-			188,852
Subprime		630,337		1,560		(80,889	)		551,008		43,683		(65	)		594,627
NPL/RPL		128,766		168		(92	)		128,841		815		(36	)		129,620
Prime Jumbo (>= 2010 Vintage)		110,465		675		-			111,140		1,356		-			112,496
Prime Jumbo (>= 2010 Vintage) Interest-Only		793,031		12,832		-			12,832		2,145		-			14,977
Total residential credit investments	$	2,626,623	$	32,118	$	(147,628	)	$	1,718,082	$	122,048	$	(252	)	$	1,839,879

Total Residential Investment Securities	$	79,398,413	$	5,316,088	$	(151,983	)	$	76,717,611	$	372,522	$	(1,286,258	)	$	75,803,877


	December 31, 2016
	Principal / Notional		Remaining Premium		Remaining Discount			Amortized Cost		Unrealized Gains⁽¹⁾		Unrealized Losses⁽¹⁾			Estimated Fair Value
Agency	(dollars in thousands)
Fixed-rate pass-through	$	60,759,317	$	3,633,354	$	(1,956	)	$	64,390,715	$	228,430	$	(1,307,771	)	$	63,311,373
Adjustable-rate pass-through		10,653,109		391,267		(4,081	)		11,040,295		47,250		(53,795	)		11,033,751
Interest-only		8,133,805		1,436,192		-			1,436,192		4,225		(195,668	)		1,244,749
Total Agency investments	$	79,546,231	$	5,460,813	$	(6,037	)	$	76,867,202	$	279,905	$	(1,557,234	)	$	75,589,873

Residential Credit
CRT	$	690,491	$	11,113	$	(10,907	)	$	690,697	$	34,046	$	(21	)	$	724,722
Alt-A		173,108		1,068		(23,039	)		151,137		3,721		(685	)		154,173
Prime		248,176		287		(35,068	)		213,395		7,050		(253	)		220,192
Subprime		697,983		380		(96,331	)		602,032		12,578		(1,061	)		613,549
NPL/RPL		269,802		670		(209	)		270,263		1,004		(429	)		270,838
Prime Jumbo (>= 2010 Vintage)		129,453		852		(345	)		129,960		267		(308	)		129,919
Prime Jumbo (>= 2010 Vintage) Interest-Only		863,370		15,129		-			15,129		-		(2,493	)		12,636
Total residential credit investments	$	3,072,383	$	29,499	$	(165,899	)	$	2,072,613	$	58,666	$	(5,250	)	$	2,126,029

Total Residential Investment Securities	$	82,618,614	$	5,490,312	$	(171,936	)	$	78,939,815	$	338,571	$	(1,562,484	)	$	77,715,902

Investment Type	June 30, 2017		December 31, 2016
	(dollars in thousands)
Fannie Mae	$	51,216,573	$	51,658,391
Freddie Mac		22,680,257		23,858,110
Ginnie Mae		67,168		73,372
Total	$	73,963,998	$	75,589,873

Geographic Concentrations of Residential Mortgage Loans
June 30, 2017				December 31, 2016
Property Location	% of Balance			Property Location	% of Balance
California		57.9	%	California		46.3	%
New York		7.2	%	Texas		9.6	%
Texas		5.0	%	Illinois		5.7	%
All other (none individually greater than 5%)		29.9	%	Florida		5.2	%
				Washington		5.1	%
				All other (none individually greater than 5%)		28.1	%
Total		100.0	%	Total		100.0	%

	June 30, 2017				December 31, 2016
	Portfolio Range		Portfolio Weighted Average		Portfolio Range		Portfolio Weighted Average
	(dollars in thousands)				(dollars in thousands)
Unpaid principal balance		$20 - $3,686		$709		$22 - $1,905		$691
Interest rate		2.50% - 6.88%		4.35%		2.50% - 6.75%		3.72%
Maturity	8/1/2029 - 6/1/2047		10/20/2045		4/8/2044 - 11/1/2046		8/20/2045
FICO score at loan origination		620 - 823		753		665 - 814		761
Loan-to-value ratio at loan origination		20% - 90%		68%		24% - 90%		71%

	June 30, 2017
	(dollars in thousands)
2017 (remaining)	$	15,511
2018		28,240
2019		24,446
2020		19,749
2021		15,566
Later years		28,649
	$	132,161

	June 30, 2017				December 31, 2016
Weighted Average Life	Estimated Fair Value		Amortized Cost		Estimated Fair Value		Amortized Cost
	(dollars in thousands)
Less than one year	$	158,935	$	159,970	$	63,510	$	61,775
Greater than one year through five years		17,006,028		16,987,965		12,626,932		12,666,394
Greater than five years through ten years		58,139,230		59,089,002		56,785,601		57,738,588
Greater than ten years		499,684		480,674		8,239,859		8,473,058
Total	$	75,803,877	$	76,717,611	$	77,715,902	$	78,939,815

	June 30, 2017							December 31, 2016
	Estimated Fair Value⁽¹⁾		Gross Unrealized Losses⁽¹⁾			Number of Securities⁽¹⁾		Estimated Fair Value⁽¹⁾		Gross Unrealized Losses⁽¹⁾			Number of Securities⁽¹⁾
	(dollars in thousands)
Less than 12 Months	$	50,551,597	$	(871,480	)		1,432	$	52,465,045	$	(1,094,957	)		1,368
12 Months or More		5,823,250		(229,441	)		55		6,277,814		(266,609	)		54
Total	$	56,374,847	$	(1,100,921	)		1,487	$	58,742,859	$	(1,361,566	)		1,422

	June 30, 2017							December 31, 2016
	Outstanding Principal		Carrying Value⁽¹⁾		Percentage of Loan Portfolio⁽²⁾			Outstanding Principal		Carrying Value⁽¹⁾		Percentage of Loan Portfolio⁽²⁾
	(dollars in thousands)
Senior mortgages	$	528,659	$	526,535		56.7	%	$	512,322	$	510,071		52.6	%
Mezzanine loans		393,810		392,670		42.3	%		453,693		451,467		46.5	%
Preferred equity		9,000		8,976		1.0	%		9,000		8,967		0.9	%
Total ⁽³⁾	$	931,469	$	928,181		100.0	%	$	975,015	$	970,505		100.0	%

⁽¹⁾ Carrying value includes unamortized origination fees of $3.3 million and $4.5 million as of June 30, 2017 and December 31, 2016, respectively.
⁽²⁾ Based on outstanding principal.
⁽³⁾ Excludes Loans held for sale, net.

	June 30, 2017
	Senior Mortgages			Mezzanine Loans			Preferred Equity		Total
	(dollars in thousands)
Beginning balance	$	510,071		$	451,467		$	8,967	$	970,505
Originations & advances (principal)		74,945			36,039			-		110,984
Principal payments		(58,608	)		(95,923	)		-		(154,531	)
Amortization & accretion of (premium) discounts		(44	)		30			-		(14	)
Net (increase) decrease in origination fees		(741	)		(217	)		-		(958	)
Amortization of net origination fees		912			1,274			9		2,195
Net carrying value	$	526,535		$	392,670		$	8,976	$	928,181

	December 31, 2016
	Senior Mortgages			Senior Securitized Mortgages⁽¹⁾			Mezzanine Loans			Preferred Equity			Total
	(dollars in thousands)
Beginning balance	$	385,838		$	262,703		$	578,503		$	121,773		$	1,348,817
Originations & advances (principal)		211,318			-			62,390			-			273,708
Principal payments		(86,310	)		(263,072	)		(191,291	)		(113,444	)		(654,117	)
Amortization & accretion of (premium) discounts		(136	)		-			(178	)		-			(314	)
Net (increase) decrease in origination fees		(2,086	)		-			(472	)		-			(2,558	)
Amortization of net origination fees		1,447			369			2,515			638			4,969
Net carrying value ⁽²⁾	$	510,071		$	-		$	451,467		$	8,967		$	970,505

⁽¹⁾ Assets of consolidated VIE.
⁽²⁾ Excludes Loans held for sale, net.

	June 30, 2017
	Outstanding Principal		Percentage of CRE Debt and Preferred Equity Portfolio			Internal Ratings
Investment Type	Outstanding Principal		Percentage of CRE Debt and Preferred Equity Portfolio			Performing		Performing - Closely Monitored		Performing - Special Mention		Substandard		Doubtful		Loss		Total
	(dollars in thousands)
Senior mortgages	$	528,659		56.7	%	$	175,394	$	249,075	$	104,190	$	-	$	-	$	-	$	528,659
Mezzanine loans		393,810		42.3	%		195,435		179,188		19,187		-		-		-		393,810
Preferred equity		9,000		1.0	%		-		-		9,000		-		-		-		9,000
	$	931,469		100.0	%	$	370,829	$	428,263	$	132,377	$	-	$	-	$	-	$	931,469

	December 31, 2016
	Outstanding Principal ⁽¹⁾		Percentage of CRE Debt and Preferred Equity Portfolio			Internal Ratings
Investment Type	Outstanding Principal ⁽¹⁾		Percentage of CRE Debt and Preferred Equity Portfolio			Performing		Performing - Closely Monitored		Performing - Special Mention		Substandard		Doubtful		Loss		Total
	(dollars in thousands)
Senior mortgages	$	512,322		52.6	%	$	144,434	$	243,448	$	124,440	$	-	$	-	$	-	$	512,322
Mezzanine loans		453,693		46.5	%		254,337		170,039		29,317		-		-		-		453,693
Preferred equity		9,000		0.9	%		-		-		9,000		-		-		-		9,000
	$	975,015		100.0	%	$	398,771	$	413,487	$	162,757	$	-	$	-	$	-	$	975,015

⁽¹⁾ Excludes Loans held for sale, net.

	Mortgage Loan Principal Payments
	(dollars in thousands)
2017 (remaining)	$	2,329
2018		-
2019		23,375
2020		-
2021		-
Later years		289,125
	$	314,829

	Industry Dispersion
	June 30, 2017						December 31, 2016
	Fixed Rate		Floating Rate		Total		Fixed Rate		Floating Rate		Total
	(dollars in thousands)
Aircraft and Parts	$	-	$	34,892	$	34,892	$	-	$	32,067	$	32,067
Commercial Fishing		-		38,828		38,828		-		40,600		40,600
Computer Programming, Data Processing & Other Computer Related Services		-		132,323		132,323		-		146,547		146,547
Drugs		-		33,642		33,642		-		34,042		34,042
Groceries and Related Products		-		14,838		14,838		-		14,856		14,856
Grocery Stores		-		23,618		23,618		-		23,761		23,761
Home Health Care Services		-		24,033		24,033		-		39,205		39,205
Insurance Agents, Brokers and services		4,414		72,973		77,387		4,391		73,267		77,658
Management and Public Relations Services		-		94,481		94,481		-		16,493		16,493
Medical and Dental Laboratories		-		26,039		26,039		-		17,292		17,292
Miscellaneous Business Services		-		19,797		19,797		84,486		-		84,486
Miscellaneous Equipment Rental and Leasing		-		19,630		19,630		-		-		-
Miscellaneous Health and Allied Services, not elsewhere classified		-		25,241		25,241		-		9,791		9,791
Miscellaneous Nonmetallic Minerals, except Fuels		-		24,674		24,674		-		24,688		24,688
Miscellaneous Plastic Products		-		9,914		9,914		-		27,036		27,036
Motor Vehicles and Motor Vehicle Parts and Supplies		-		12,259		12,259		-		12,319		12,319
Offices and Clinics of Doctors of Medicine		-		48,274		48,274		-		83,386		83,386
Offices and Clinics of Health Practitioners, not elsewhere classified		-		7,444		7,444		-		-		-
Personnel Supply Services		-		-		-		-		36,921		36,921
Public Warehousing and Storage		-		37,121		37,121		-		-		-
Research, Development and Testing Services		-		17,717		17,717		-		17,744		17,744
Schools and Educational Services, not elsewhere classified		-		20,890		20,890		-		20,979		20,979
Surgical, Medical, and Dental Instruments and Supplies		-		13,041		13,041		-		13,403		13,403
Telephone Communications		-		17,874		17,874		-		-		-
Total	$	4,414	$	769,543	$	773,957	$	88,877	$	684,397	$	773,274

	June 30, 2017
	FREMF Trusts		Residential Mortgage Loan Trust		MSR Silos
	(dollars in thousands)
Assets
Cash and cash equivalents	$	-	$	-	$	37,901
Commercial real estate debt investments		3,664,092		-		-
Residential mortgages loans		-		150,859		13,979
Mortgage servicing rights		-		-		605,653
Accrued interest receivable		9,661		754		-
Other assets		-		-		32,721
Total assets	$	3,673,753	$	151,613	$	690,254

Liabilities
Securitized debt (non-recourse) at fair value	$	3,396,885	$	41,790	$	-
Other secured financing		-		-		7,659
Other derivatives, at fair value		-		-		11
Accrued interest payable		4,588		95		-
Accounts payable and other liabilities		-		71		4,017
Total liabilities	$	3,401,473	$	41,956	$	11,687


	December 31, 2016
	FREMF Trusts		Residential Mortgage Loan Trust		MSR Silos
	(dollars in thousands)
Assets
Cash and cash equivalents	$	-	$	-	$	23,198
Commercial real estate debt investments		3,890,807		-		-
Residential mortgages loans		-		165,869		8,309
Mortgage servicing rights		-		-		652,216
Accrued interest receivable		8,690		836		-
Other derivatives, at fair value		-		-		9
Other assets		138		-		35,540
Total assets	$	3,899,635	$	166,705	$	719,272

Liabilities
Securitized debt (non-recourse) at fair value	$	3,609,164	$	46,638	$	-
Other secured financing		-		-		3,825
Other derivatives, at fair value		-		-		9
Accrued interest payable		4,350		107		-
Accounts payable and other liabilities		-		662		14,007
Total liabilities	$	3,613,514	$	47,407	$	17,841

FREMF Trusts						Residential Mortgage Loan Trust
Property Location	Principal Balance		% of Balance			Property Location	Principal Balance		% of Balance
(dollars in thousands)
Texas	$	622,589		17.3	%	California	$	66,805		45.1	%
North Carolina		537,375		15.0	%	Texas		16,205		10.9	%
Maryland		499,495		13.9	%	Illinois		9,841		6.6	%
Virginia		329,250		9.2	%	Washington		9,742		6.6	%
Florida		303,796		8.5	%	Florida		8,772		5.9	%
New York		280,925		7.8	%	Other ⁽¹⁾		36,717		24.9	%
Pennsylvania		225,810		6.3	%
Ohio		197,455		5.5	%
Other⁽¹⁾		597,163		16.5	%
Total	$	3,593,858		100.0	%		$	148,082		100.0	%

⁽¹⁾ No individual state greater than 5%

	Level 1		Level 2		Level 3		Total
June 30, 2017	(dollars in thousands)
Assets:
Agency mortgage-backed securities	$	-	$	73,963,998	$	-	$	73,963,998
Credit risk transfer securities		-		605,826		-		605,826
Non-Agency mortgage-backed securities		-		1,234,053		-		1,234,053
Residential mortgage loans		-		779,685		-		779,685
Mortgage servicing rights		-		-		605,653		605,653
Commercial real estate debt investments		-		3,972,560		-		3,972,560
Interest rate swaps		-		10,472		-		10,472
Other derivatives		124,109		29,895		-		154,004
Total assets	$	124,109	$	80,596,489	$	605,653	$	81,326,251
Liabilities:
Securitized debt of consolidated VIEs	$	-	$	3,438,675	$	-	$	3,438,675
Interest rate swaps		-		614,589		-		614,589
Other derivatives		42,103		57,277		-		99,380
Total liabilities	$	42,103	$	4,110,541	$	-	$	4,152,644



	Level 1		Level 2		Level 3		Total
December 31, 2016	(dollars in thousands)
Assets:
Agency mortgage-backed securities	$	-	$	75,589,873	$	-	$	75,589,873
Credit risk transfer securities		-		724,722		-		724,722
Non-Agency mortgage-backed securities		-		1,401,307		-		1,401,307
Residential mortgage loans		-		342,289		-		342,289
Mortgage servicing rights		-		-		652,216		652,216
Commercial real estate debt investments		-		4,321,739		-		4,321,739
Interest rate swaps		-		68,194		-		68,194
Other derivatives		168,209		3,057		-		171,266
Total assets	$	168,209	$	82,451,181	$	652,216	$	83,271,606
Liabilities:
Securitized debt of consolidated VIEs	$	-	$	3,655,802	$	-	$	3,655,802
Interest rate swaps		-		1,443,765		-		1,443,765
Other derivatives		24,912		61,525		-		86,437
Total liabilities	$	24,912	$	5,161,092	$	-	$	5,186,004

	June 30, 2017		December 31, 2016
		Range		Range
Valuation Technique	Unobservable Input⁽¹⁾	(Weighted Average)	Unobservable Input⁽¹⁾	(Weighted Average)
Discounted cash flow	Discount rate	10.0% -15.0% (10.4%)	Discount rate	10.0% -15.0% (10.4%)
	Prepayment rate	5.7% - 23.6% (10.3%)	Prepayment rate	5.1% - 18.8% (8.7%)
	Delinquency rate	0.0% - 8.0% (1.9%)	Delinquency rate	0.0% - 10.0% (2.3%)
	Cost to service	$84 - $152 ($101)	Cost to service	$83 - $152 ($100)

⁽¹⁾Represents rates, estimates and assumptions that the Company believes would be used by market participants when valuing these assets.

			June 30, 2017				December 31, 2016
	Level in Fair Value Hierarchy		Carrying Value		Fair Value		Carrying Value		Fair Value
Financial assets:			(dollars in thousands)
Cash and cash equivalents ⁽¹⁾		1	$	700,692	$	700,692	$	1,539,746	$	1,539,746
Agency mortgage-backed securities		2		73,963,998		73,963,998		75,589,873		75,589,873
Credit risk transfer securities		2		605,826		605,826		724,722		724,722
Non-Agency mortgage-backed securities		2		1,234,053		1,234,053		1,401,307		1,401,307
Residential mortgage loans		2		779,685		779,685		342,289		342,289
Mortgage servicing rights		3		605,653		605,653		652,216		652,216
Commercial real estate debt investments		2		3,972,560		3,972,560		4,321,739		4,321,739
Commercial real estate debt and preferred equity, held for investment		3		928,181		931,309		970,505		968,824
Commercial loans held for sale, net		3		-		-		114,425		114,425
Corporate debt ⁽²⁾		2		773,957		775,468		773,274		776,310
Interest rate swaps ⁽¹⁾		2		10,472		10,472		68,194		68,194
Other derivatives		1,2		154,004		154,004		171,266		171,266

Financial liabilities:
Repurchase agreements		1,2	$	62,497,400	$	62,521,751	$	65,215,810	$	65,256,505
Other secured financing		1,2		3,785,543		3,798,234		3,884,708		3,885,430
Securitized debt of consolidated VIEs		2		3,438,675		3,438,675		3,655,802		3,655,802
Participation sold		2		-		-		12,869		12,827
Mortgage payable		3		311,810		315,474		311,636		312,442
Interest rate swaps ⁽¹⁾		2		614,589		614,589		1,443,765		1,443,765
Other derivatives		1,2		99,380		99,380		86,437		86,437

	June 30, 2017
	Agency Mortgage- backed Securities		CRTs		Non-Agency Mortgage-backed Securities		Commercial Loans		Commercial Mortgage- backed Securities		Total Repurchase Agreements		Weighted Average Rate
	(dollars in thousands)
1 day	$	-	$	-	$	-	$	-	$	-	$	-		-
2 to 29 days		25,866,226		306,812		434,128		-		19,409		26,626,575		1.40	%
30 to 59 days		7,930,744		49,657		136,613		-		6,032		8,123,046		1.33	%
60 to 89 days		9,111,191		36,014		129,094		-		-		9,276,299		1.33	%
90 to 119 days		3,096,008		-		4,959		-		-		3,100,967		1.20	%
Over 120 days⁽¹⁾		14,975,905		-		-		394,608		-		15,370,513		1.45	%
Total	$	60,980,074	$	392,483	$	704,794	$	394,608	$	25,441	$	62,497,400		1.38	%

	June 30, 2017				December 31, 2016
	Reverse Repurchase Agreements		Repurchase Agreements		Reverse Repurchase Agreements			Repurchase Agreements
	(dollars in thousands)
Gross Amounts	$	-	$	62,497,400	$	400,000		$	65,615,810
Amounts Offset		-		-		(400,000	)		(400,000	)
Netted Amounts	$	-	$	62,497,400	$	-		$	65,215,810

Derivatives Instruments	Balance Sheet Location	June 30, 2017		December 31, 2016
Assets:		(dollars in thousands)
Interest rate swaps	Interest rate swaps, at fair value	$	10,472	$	68,194
Interest rate swaptions	Other derivatives, at fair value		21,328		-
TBA derivatives	Other derivatives, at fair value		8,567		2,774
Futures contracts	Other derivatives, at fair value		124,109		168,209
Purchase commitments	Other derivatives, at fair value		-		283
		$	164,476	$	239,460

Liabilities:
Interest rate swaps	Interest rate swaps, at fair value	$	614,589	$	1,443,765
TBA derivatives	Other derivatives, at fair value		56,529		60,972
Futures contracts	Other derivatives, at fair value		42,103		24,912
Purchase commitments	Other derivatives, at fair value		11		553
Credit derivatives	Other derivatives, at fair value		737		-
		$	713,969	$	1,530,202

June 30, 2017
Maturity	Current Notional ⁽¹⁾		Weighted Average Pay Rate			Weighted Average Receive Rate			Weighted Average Years to Maturity
(dollars in thousands)
0 - 3 years	$	4,642,000		1.43	%		1.34	%		2.51
3 - 6 years		11,476,000		2.16	%		1.22	%		4.05
6 - 10 years		8,558,650		2.43	%		1.32	%		7.56
Greater than 10 years		3,926,400		3.62	%		1.20	%		18.75
Total / Weighted Average	$	28,603,050		2.26	%		1.28	%		6.58


December 31, 2016
Maturity	Current Notional ⁽¹⁾		Weighted Average Pay Rate			Weighted Average Receive Rate			Weighted Average Years to Maturity
(dollars in thousands)
0 - 3 years	$	3,444,365		1.37	%		1.00	%		2.71
3 - 6 years		10,590,000		1.92	%		0.99	%		3.94
6 - 10 years		8,206,900		2.35	%		1.10	%		7.82
Greater than 10 years		3,634,400		3.70	%		0.83	%		18.36
Total / Weighted Average	$	25,875,665		2.22	%		1.02	%		6.87

June 30, 2017	Current Underlying Notional		Weighted Average Underlying Pay Rate			Weighted Average Underlying Receive Rate	Weighted Average Underlying Years to Maturity		Weighted Average Months to Expiration
	(dollars in thousands)
Long	$	2,000,000		2.56	%	3M LIBOR		9.42		8.00

June 30, 2017
Purchase and sale contracts for derivative TBAs	Notional		Implied Cost Basis		Implied Market Value		Net Carrying Value
(dollars in thousands)
Purchase contracts	$	13,251,000	$	13,851,936	$	13,803,974	$	(47,962	)
December 31, 2016
Purchase and sale contracts for derivative TBAs	Notional		Implied Cost Basis		Implied Market Value		Net Carrying Value
(dollars in thousands)
Purchase contracts	$	11,223,000	$	11,495,514	$	11,437,316	$	(58,198	)