10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED:  September 30, 2019

OR

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

FOR THE TRANSITION PERIOD FROM _______________ TO _________________

COMMISSION FILE NUMBER:  1-13447

ANNALY CAPITAL MANAGEMENT INC

(Exact Name of Registrant as Specified in its Charter)

Maryland		22-3479661
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
1211 Avenue of the Americas
New York,	New York	10036
(Address of principal executive offices)		(Zip Code)

(212) 696-0100

(Registrant’s telephone number, including area code)

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

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share	NLY	New York Stock Exchange
7.50% Series D Cumulative Redeemable Preferred Stock	NLY.D	New York Stock Exchange
6.95% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock	NLY.F	New York Stock Exchange
6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock	NLY.G	New York Stock Exchange
6.75% Series I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock	NLY.I	New York Stock Exchange

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

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

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

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

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

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

The number of shares of the registrant’s Common Stock outstanding on October 25, 2019 was 1,430,106,199.

ANNALY CAPITAL MANAGEMENT, INC.
FORM 10-Q
TABLE OF CONTENTS
PART I  -  FINANCIAL INFORMATION	Page
Item 1.  Financial Statements	1
Consolidated Statements of Financial Condition at September 30, 2019 (Unaudited) and December 31, 2018 (Derived from the audited consolidated financial statements at December 31, 2018)	1
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the three and nine months ended September 30, 2019 and 2018	2
Consolidated Statements of Stockholders’ Equity (Unaudited) for the three and nine months ended September 30, 2019 and 2018	3
Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2019 and 2018	4
Notes to Consolidated Financial Statements (Unaudited)	5
Note 1. Description of Business	5
Note 2. Basis of Presentation	5
Note 3. Significant Accounting Policies	5
Note 4. Financial Instruments	9
Note 5. Securities	9
Note 6. Loans	13
Note 7. Mortgage Servicing Rights	18
Note 8. Variable Interest Entities	18
Note 9. Real Estate	22
Note 10. Derivative Instruments	23
Note 11. Fair Value Measurements	30
Note 12. Goodwill and Intangible Assets	33
Note 13. Secured Financing	33
Note 14. Capital Stock	37
Note 15. Interest Income and Interest Expense	39
Note 16. Net Income (Loss) per Common Share	41
Note 17. Income Taxes	41
Note 18. Risk Management	42
Note 19. Related Party Transactions	43
Note 20. Lease Commitments and Contingencies	45
Note 21. Arcola Regulatory Requirements	46
Note 22. Acquisition of MTGE Investment Corp.	46
Note 23. Subsequent Events	48
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	49
Special Note Regarding Forward-Looking Statements	49
Overview	51
Business Environment	51
Results of Operations	52
Financial Condition	61
Capital Management	65
Risk Management	67
Critical Accounting Policies and Estimates	76
Glossary of Terms	78
Item 3. Quantitative and Qualitative Disclosures about Market Risk	86
Item 4. Controls and Procedures	86
PART II  -  OTHER INFORMATION
Item 1. Legal Proceedings	87
Item 1A. Risk Factors	87
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	87
Item 6. Exhibits	87
SIGNATURES	89

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (dollars in thousands, except per share data)
	September 30,			December 31,
	2019			2018 (1)
	(Unaudited)
Assets
Cash and cash equivalents (includes pledged assets of $1,625,999 and $1,581,775, respectively) (2)	$	1,793,921		$	1,735,749
Securities (includes pledged assets of $111,087,358 and $87,193,316, respectively) (3)	116,094,061			92,623,788
Loans, net (includes pledged assets of $2,837,690 and $2,997,051, respectively) (4)	3,946,614			4,585,975
Mortgage servicing rights (includes pledged assets of $2,788 and $3,616, respectively)	386,051			557,813
Assets transferred or pledged to securitization vehicles	4,688,144			3,833,200
Real estate, net	725,508			739,473
Derivative assets	168,755			200,503
Reverse repurchase agreements	—			650,040
Receivable for unsettled trades	193,229			68,779
Principal and interest receivable	483,744			357,365
Goodwill and intangible assets, net	94,904			100,854
Other assets	381,189			333,988
Total assets	$	128,956,120		$	105,787,527
Liabilities and stockholders’ equity
Liabilities
Repurchase agreements	$	102,682,104		$	81,115,874
Other secured financing	4,466,030			4,183,311
Debt issued by securitization vehicles	3,856,082			3,347,062
Mortgages payable	485,657			511,056
Derivative liabilities	972,415			889,750
Payable for unsettled trades	245,626			583,036
Interest payable	565,797			570,928
Dividends payable	359,491			394,129
Other liabilities	99,214			74,580
Total liabilities	113,732,416			91,669,726
Stockholders’ equity
Preferred stock, par value $0.01 per share, 85,150,000 and 75,950,000 authorized, 81,900,000 and 73,400,000 issued and outstanding, respectively	1,982,026			1,778,168
Common stock, par value $0.01 per share, 2,914,850,000 and 1,924,050,000 authorized, 1,437,964,466 and 1,313,763,450 issued and outstanding, respectively	14,380			13,138
Additional paid-in capital	20,034,970			18,794,331
Accumulated other comprehensive income (loss)	2,313,815			(1,979,865		)
Accumulated deficit	(9,125,895		)	(4,493,660		)
Total stockholders’ equity	15,219,296			14,112,112
Noncontrolling interests	4,408			5,689
Total equity	15,223,704			14,117,801
Total liabilities and equity	$	128,956,120		$	105,787,527

⁽¹⁾  Derived from the audited consolidated financial statements at December 31, 2018.

⁽²⁾  Includes cash of consolidated Variable Interest Entities (“VIEs”) of $49.6 million and $30.4 million at September 30, 2019 and December 31, 2018, respectively.

⁽³⁾  Excludes $429.1 million and $83.6 million at September 30, 2019 and December 31, 2018, respectively, of non-Agency mortgage-backed securities and $182.3 million and $224.3 million at September 30, 2019 and December 31, 2018, respectively, of commercial mortgage-backed securities in consolidated VIEs pledged as collateral and eliminated from the Company’s Consolidated Statements of Financial Condition. 

⁽⁴⁾  Includes $76.3 million and $97.5 million of residential mortgage loans held for sale and $0 and $42.2 million of commercial mortgage loans held for sale at September 30, 2019 and December 31, 2018, respectively.

See notes to consolidated financial statements.

1

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (dollars in thousands, except per share data) (Unaudited)
	For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2019			2018			2019			2018
Net interest income
Interest income	$	919,299		$	816,596		$	2,713,083		$	2,472,889
Interest expense	766,905			500,973			2,164,817			1,311,086
Net interest income	152,394			315,623			548,266			1,161,803
Realized and unrealized gains (losses)
Net interest component of interest rate swaps	88,466			51,349			306,154			34,664
Realized gains (losses) on termination or maturity of interest rate swaps	(682,602		)	575			(1,438,349		)	1,409
Unrealized gains (losses) on interest rate swaps	(326,309		)	417,203			(1,992,884		)	1,737,963
Subtotal	(920,445		)	469,127			(3,125,079		)	1,774,036
Net gains (losses) on disposal of investments	66,522			(324,294		)	(65,727		)	(376,943		)
Net gains (losses) on other derivatives	(16,888		)	94,827			(638,458		)	81,871
Net unrealized gains (losses) on instruments measured at fair value through earnings	(1,091		)	(39,944		)	41,657			(139,913		)
Loan loss provision	(3,504		)	—			(9,207		)	—
Subtotal	45,039			(269,411		)	(671,735		)	(434,985		)
Total realized and unrealized gains (losses)	(875,406		)	199,716			(3,796,814		)	1,339,051
Other income (loss)	35,074			(10,643		)	93,757			57,550
General and administrative expenses
Compensation and management fee	41,161			45,983			130,225			136,091
Other general and administrative expenses	24,977			80,526			98,058			116,709
Total general and administrative expenses	66,138			126,509			228,283			252,800
Income (loss) before income taxes	(754,076		)	378,187			(3,383,074		)	2,305,604
Income taxes	(6,907		)	(7,242		)	(10,241		)	(3,416		)
Net income (loss)	(747,169		)	385,429			(3,372,833		)	2,309,020
Net income (loss) attributable to noncontrolling interests	(110		)	(149		)	(294		)	(277		)
Net income (loss) attributable to Annaly	(747,059		)	385,578			(3,372,539		)	2,309,297
Dividends on preferred stock (1)	36,151			31,675			101,067			96,818
Net income (loss) available (related) to common stockholders	$	(783,210	)	$	353,903		$	(3,473,606	)	$	2,212,479
Net income (loss) per share available (related) to common stockholders
Basic	$	(0.54	)	$	0.29		$	(2.42	)	$	1.88
Diluted	$	(0.54	)	$	0.29		$	(2.42	)	$	1.88
Weighted average number of common shares outstanding
Basic	1,453,359,211			1,202,353,851			1,436,204,582			1,174,292,701
Diluted	1,453,359,211			1,202,353,851			1,436,204,582			1,174,292,701
Other comprehensive income (loss)
Net income (loss)	$	(747,169	)	$	385,429		$	(3,372,833	)	$	2,309,020
Unrealized gains (losses) on available-for-sale securities	1,034,873			(719,609		)	4,289,054			(3,104,218		)
Reclassification adjustment for net (gains) losses included in net income (loss)	(86,061		)	331,100			4,626			407,282
Other comprehensive income (loss)	948,812			(388,509		)	4,293,680			(2,696,936		)
Comprehensive income (loss)	201,643			(3,080		)	920,847			(387,916		)
Comprehensive income (loss) attributable to noncontrolling interests	(110		)	(149		)	(294		)	(277		)
Comprehensive income (loss) attributable to Annaly	201,753			(2,931		)	921,141			(387,639		)
Dividends on preferred stock (1)	36,151			31,675			101,067			96,818
Comprehensive income (loss) attributable to common stockholders	$	165,602		$	(34,606	)	$	820,074		$	(484,457	)

⁽¹⁾  The three months ended September 30, 2019 exclude cumulative and undeclared dividends of $0.3 million on the Company's Series I Preferred Stock as of June 30, 2019.

See notes to consolidated financial statements.

2

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(dollars in thousands) (Unaudited)
	For The Three Months Ended September 30,						For The Nine Months Ended September 30,
	2019			2018			2019			2018
Preferred stock
Beginning of period	$	2,110,346		$	1,723,168		$	1,778,168		$	1,720,381
Issuance	41,146			—			428,324			411,335
Acquisition of subsidiary	—			55,000			—			55,000
Redemption	(169,466		)	—			(224,466		)	(408,548		)
End of period	$	1,982,026		$	1,778,168		$	1,982,026		$	1,778,168
Common stock
Beginning of period	$	14,562		$	11,643		$	13,138		$	11,596
Issuance	—			1,057			1,422			1,103
Buyback of common stock	(182		)	—			(182		)	—
Acquisition of subsidiary	—			330			—			330
Direct purchase and dividend reinvestment	—			1			2			2
End of period	$	14,380		$	13,031		$	14,380		$	13,031
Additional paid-in capital
Beginning of period	$	20,195,419		$	17,268,596		$	18,794,331		$	17,221,265
Stock compensation expense	207			168			2,018			1,789
Issuance	—			1,068,292			1,397,484			1,116,409
Buyback of common stock	(155,122		)	—			(155,122		)	—
Acquisition of subsidiary	—			455,613			—			455,613
Redemption of preferred stock	(5,534		)	—			(5,534		)	(3,952		)
Direct purchase and dividend reinvestment	—			1,037			1,793			2,582
End of period	$	20,034,970		$	18,793,706		$	20,034,970		$	18,793,706
Accumulated other comprehensive income (loss)
Beginning of period	$	1,365,003		$	(3,434,447	)	$	(1,979,865	)	$	(1,126,020	)
Unrealized gains (losses) on available-for-sale securities	1,034,873			(719,609		)	4,289,054			(3,104,218		)
Reclassification adjustment for net gains (losses) included in net income (loss)	(86,061		)	331,100			4,626			407,282
End of period	$	2,313,815		$	(3,822,956	)	$	2,313,815		$	(3,822,956	)
Accumulated deficit
Beginning of period	$	(7,982,649	)	$	(1,800,370	)	$	(4,493,660	)	$	(2,961,749	)
Net income (loss) attributable to Annaly	(747,059		)	385,578			(3,372,539		)	2,309,297
Dividends declared on preferred stock (1)	(36,451		)	(31,675		)	(101,067		)	(96,818		)
Dividends and dividend equivalents declared on common stock and share-based awards (1)	(359,736		)	(365,488		)	(1,158,629		)	(1,062,685		)
End of period	$	(9,125,895	)	$	(1,811,955	)	$	(9,125,895	)	$	(1,811,955	)
Total stockholder’s equity	$	15,219,296		$	14,949,994		$	15,219,296		$	14,949,994
Noncontrolling interests
Beginning of period	$	4,726		$	5,266		$	5,689		$	6,100
Net income (loss) attributable to noncontrolling interests	(110		)	(149		)	(294		)	(277		)
Equity contributions from (distributions to) noncontrolling interests	(208		)	745			(987		)	39
End of period	$	4,408		$	5,862		$	4,408		$	5,862
Total equity	$	15,223,704		$	14,955,856		$	15,223,704		$	14,955,856
(1)    See Note titled “Capital Stock” for dividends per share for each class of shares.

See notes to consolidated financial statements.

3

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollars in thousands)
	For The Nine Months Ended September 30,
	2019			2018
Cash flows from operating activities
Net income (loss)	$	(3,372,833	)	$	2,309,020
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Amortization of premiums and discounts of investments, net	943,277			474,449
Amortization of securitized debt premiums and discounts and deferred financing costs	(11,457		)	991
Depreciation, amortization and other noncash expenses	24,107			63,839
Net (gains) losses on disposals of investments	65,727			376,943
Net (gains) losses on investments and derivatives	2,589,685			(1,679,921		)
Income from unconsolidated joint ventures	3,350			6,441
Loan loss provision	9,207			—
Payments on purchases of loans held for sale	(196,252		)	(191,641		)
Proceeds from sales and repayments of loans held for sale	220,409			64,460
Net receipts (payments) on derivatives	(2,561,170		)	1,519,228
Net change in
Other assets	(45,547		)	100,010
Interest receivable	(92,959		)	(8,468		)
Interest payable	(5,131		)	124,316
Other liabilities	34,194			(136,510		)
Net cash provided by (used in) operating activities	(2,395,393		)	3,023,157
Cash flows from investing activities
Payments on purchases of Residential Securities	(51,291,188		)	(17,053,068		)
Proceeds from sales of Residential Securities	19,619,907			9,558,735
Principal payments on Residential Securities	11,163,622			8,696,239
Payments on purchases of MSRs	—			(381		)
Payments on purchases of corporate debt	(631,275		)	(744,071		)
Proceeds from sales of corporate debt	265,218			—
Principal payments on corporate debt	143,284			235,423
Originations and purchases of commercial real estate investments	(618,348		)	(697,753		)
Proceeds from sales of commercial real estate investments	193,846			134,538
Principal repayments on commercial real estate investments	1,852,854			478,726
Proceeds from sales of real estate	6,661			—
Proceeds from reverse repurchase agreements	78,439,755			70,016,988
Payments on reverse repurchase agreements	(77,789,715		)	(70,313,441		)
Distributions in excess of cumulative earnings from unconsolidated joint ventures	1,975			5,434
Payments on purchases of residential mortgage loans held for investment	(1,692,648		)	(729,917		)
Proceeds from repayments of residential mortgage loans held for investment	570,503			251,407
Cash paid related to asset acquisition, net of cash acquired	—			(258,334		)
Net cash provided by (used in) investing activities	(19,765,549		)	(419,475		)
Cash flows from financing activities
Proceeds from repurchase agreements and other secured financing	4,275,937,246			3,866,183,872
Principal payments on repurchase agreements and other secured financing	(4,254,088,297		)	(3,868,097,943		)
Proceeds from issuances of securitized debt	2,030,356			588,111
Principal repayments on securitized debt	(1,778,314		)	(614,536		)
Payment of deferred financing cost	(5,222		)	—
Net proceeds from stock offerings, direct purchases and dividend reinvestments	1,829,025			1,531,690
Redemptions of preferred stock	(230,000		)	(412,500		)
Principal payments on mortgages payable	(25,398		)	(49		)
Net contributions (distributions) from (to) noncontrolling interests	(987		)	(780		)
Net payment on share repurchase	(155,304		)	—
Dividends paid	(1,293,991		)	(1,405,389		)
Net cash provided by (used in) financing activities	22,219,114			(2,227,524		)
Net (decrease) increase in cash and cash equivalents	$	58,172		$	376,158
Cash and cash equivalents including cash pledged as collateral, beginning of period	1,735,749			706,589
Cash and cash equivalents including cash pledged as collateral, end of period	$	1,793,921		$	1,082,747
Supplemental disclosure of cash flow information
Interest received	$	3,583,189		$	2,846,535
Dividends received	$	6,279		$	5,448
Interest paid (excluding interest paid on interest rate swaps)	$	2,041,539		$	1,159,384
Net interest paid on interest rate swaps	$	(96,169	)	$	(243,946	)
Taxes received (paid)	$	274		$	86
Noncash investing activities
Receivable for unsettled trades	$	193,229		$	1,266,840
Payable for unsettled trades	$	245,626		$	2,505,428
Net change in unrealized gains (losses) on available-for-sale securities, net of reclassification adjustment	$	4,293,680		$	(2,696,936	)
Noncash financing activities
Dividends declared, not yet paid	$	359,491		$	102,811

See notes to consolidated financial statements.

4

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. DESCRIPTION OF BUSINESS

Annaly Capital Management, Inc. (the “Company” or “Annaly”) is a Maryland corporation that commenced operations on February 18, 1997.  The Company is a leading diversified capital manager that invests in and finances residential and commercial assets. The Company owns a portfolio of real estate related investments, including mortgage pass-through certificates, collateralized mortgage obligations, credit risk transfer (“CRT”) securities, other securities representing interests in or obligations backed by pools of mortgage loans, residential mortgage loans, mortgage servicing rights (“MSRs”), commercial real estate assets and corporate debt. The Company’s principal business objective is to generate net income for distribution to its stockholders and optimize its returns through prudent management of its diversified investment strategies. The Company is externally managed by Annaly Management Company LLC (the “Manager”).

The Company’s four investment groups are primarily comprised of the following:

Investment Groups	Description
Annaly Agency Group	Invests in Agency mortgage-backed securities (“MBS”) collateralized by residential mortgages which are guaranteed by Fannie Mae, Freddie Mac or Ginnie Mae.
Annaly Residential Credit Group	Invests primarily in non-Agency residential mortgage assets within securitized products and residential mortgage loan markets.
Annaly Commercial Real Estate Group	Originates and invests in commercial mortgage loans, securities, and other commercial real estate debt and equity investments.
Annaly Middle Market Lending Group	Provides financing to private equity-backed middle market businesses across the capital structure.

The Company has elected to be taxed as a Real Estate Investment Trust (“REIT”) as defined under the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder (the “Code”).

2. BASIS OF PRESENTATION

The accompanying consolidated financial statements and related notes of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”).

The accompanying consolidated financial statements and related notes are unaudited and should be read in conjunction with the audited consolidated financial statements included in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “2018 Form 10-K”). The consolidated financial information as of December 31, 2018 has been derived from audited consolidated financial statements included in the Company’s 2018 Form 10-K.

The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported balance sheet amounts and/or disclosures 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.

In the opinion of management, all normal, recurring adjustments have been included for a fair presentation of this interim financial information. Interim period operating results may not be indicative of the operating results for a full year.

3. SIGNIFICANT ACCOUNTING POLICIES

The Company’s significant accounting policies are described below or are included elsewhere in these notes to the Consolidated Financial Statements.

Principles of Consolidation – The consolidated financial statements include the accounts of the entities where the Company has a controlling financial interest. In order to determine whether the Company has a controlling financial interest, it first evaluates whether an entity is a voting interest entity (“VOE”) or a variable interest entity (“VIE”). All intercompany balances and transactions have been eliminated in consolidation.

Voting Interest Entities – A VOE is an entity that has sufficient equity and in which equity investors have a controlling financial interest. The Company consolidates VOEs where it has a majority of the voting equity of such VOE.

5

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

Variable Interest Entities – A VIE is defined as 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. A VIE is required to be consolidated by its primary beneficiary, which is defined as the party that has both (i) the power to control the activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The Company performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE causes the Company’s consolidation conclusion to change. Refer to the “Variable Interest Entities” Note for further information.

Equity Method Investments - For entities that are not consolidated, but where the Company has significant influence over the operating or financial decisions of the entity, the Company accounts for the investment under the equity method of accounting. In accordance with the equity method of accounting, the Company will recognize its share of earnings or losses of the investee in the period in which they are reported by the investee. The Company also considers whether there are any indicators of other-than-temporary impairment of joint ventures accounted for under the equity method. These investments are included in Real estate, net and Other assets with income or loss included in Other income (loss).

Cash and Cash Equivalents – Cash and cash equivalents include cash on hand, cash held in money market funds on an overnight basis and cash pledged as collateral with counterparties. Cash deposited with clearing organizations is carried at cost, which approximates fair value. Cash and securities deposited with clearing organizations and collateral held in the form of cash on margin with counterparties to the Company’s interest rate swaps and other derivatives totaled $1.6 billion at September 30, 2019 and December 31, 2018.

Equity Securities – The Company may invest in equity securities that are not accounted for under the equity method or do not result in consolidation. These equity securities are required to be reported at fair value with unrealized gains and losses reported in the Consolidated Statements of Comprehensive Income (Loss) as Net unrealized gains (losses) on instruments measured at fair value through earnings, unless the securities do not have readily determinable fair values.  For such equity securities without readily determinable fair values, the Company has elected to carry the securities at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. For equity securities carried at fair value through earnings, dividends are recorded in earnings on the declaration date. Dividends from equity securities without readily determinable fair values are recognized as income when received to the extent they are distributed from net accumulated earnings.

Fair Value Measurements and the Fair Value Option – The Company reports various investments at fair value, including certain eligible financial instruments elected to be accounted for under the fair value option (“FVO”). The Company chooses to elect the fair value option in order to simplify the accounting treatment for certain financial instruments. Items for which the fair value option has been elected are presented at fair value in the Consolidated Statements of Financial Condition and any change in fair value is recorded in Net unrealized gains (losses) on instruments measured at fair value through earnings in the Consolidated Statements of Comprehensive Income (Loss). For additional information regarding financial instruments for which the Company has elected the fair value option see the table in the “Financial Instruments” Note.

Refer to the “Fair Value Measurements” Note for a complete discussion on the methodology utilized by the Company to estimate the fair value of certain financial instruments.

Offsetting Assets and Liabilities - The Company elected to present all derivative instruments on a gross basis as discussed in the “Derivative Instruments” Note. Reverse repurchase and repurchase agreements are presented net in the Consolidated Statements of Financial Condition if they are subject to netting agreements and they meet the offsetting criteria. Please see below and refer to the “Secured Financing” Note for further discussion on reverse repurchase and repurchase agreements.

Derivative Instruments – Derivatives are accounted for in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging, which requires recognition of all derivatives as either assets or liabilities at fair value in the Consolidated Statements of Financial Condition with changes in fair value recognized in the Consolidated Statements of Comprehensive Income (Loss). The changes in the estimated fair value are presented within Net gains (losses) on other derivatives with the exception of interest rate swaps which are separately presented. None of the Company’s derivative transactions have been designated as hedging instruments for accounting purposes. Refer to the “Derivative Instruments” Note for further discussion.

Stock Based Compensation – The Company is required to measure and recognize in the consolidated financial statements the compensation cost relating to share-based payment transactions. The Company recognizes compensation expense ratably over the requisite service period for the entire award.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

Interest Income - The Company recognizes coupon income, which is a component of interest income, based upon the outstanding principal amounts of the financial instruments and their contractual terms. In addition, the Company amortizes or accretes premiums or discounts into interest income for its Agency mortgage-backed securities (other than multifamily securities), taking into account estimates of future principal prepayments in the calculation of the effective yield.  The Company recalculates 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 premium amortization adjustment 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.

Premiums or discounts associated with the purchase of Agency interest-only securities, reverse mortgages and residential credit securities are amortized or accreted into interest income based upon current expected future cash flows with any adjustment to yield made on a prospective basis.

Premiums and discounts associated with the purchase of residential mortgage loans and with those transferred or pledged to securitization trusts are primarily amortized or accreted into interest income over their estimated remaining lives using the effective interest rates inherent in the estimated cash flows from the mortgage loans. Amortization of premiums and accretion of discounts are presented in Interest income in the Consolidated Statements of Comprehensive Income (Loss). Refer to the “Interest Income and Interest Expense” Note for further discussion of interest income.

Income Taxes – The Company has elected to be taxed as a REIT and intends to comply with the provisions of the Code, with respect thereto. As a REIT, the Company will not incur federal income tax to the extent that it distributes its taxable income to its stockholders. The Company and certain of its direct and indirect subsidiaries have made separate joint elections to treat these subsidiaries as taxable REIT subsidiaries (“TRSs”).  As such, each of these TRSs is taxable as a domestic C corporation and subject to federal, state and local income taxes based upon its taxable income. Refer to the “Income Taxes” Note for further discussion on income taxes.

Recent Accounting Pronouncements

The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”).  ASUs not listed below were not applicable, not expected to have a significant impact on the Company’s consolidated financial statements when adopted or did not have a significant impact on the Company’s consolidated financial statements upon adoption.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

Standard	Description	Effective Date	Effect on the Financial Statements or Other Significant Matters
Standards that are not yet adopted
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 certain 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 plans to adopt the new standard on January 1, 2020. 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. The Company has decided to apply a probability of default methodology to loans and loan commitments that will be impacted by the adoption and is determining appropriate internal controls and financial statement disclosures. Key implementation efforts have included initiating a parallel process including model testing and validation and development of internal controls. The Company expects an increase in the allowance as a result of adoption of the new guidance, but does not expect that the increase will be significant. The ultimate impact will depend on the Company’s portfolio, the macroeconomic conditions and forecast, and other management assumptions as of the date of adoption. Further, based on the amended guidance for available-for-sale debt securities, the Company does not expect a significant impact to its securities portfolio.
Standard	Description	Effective Date	Effect on the Financial Statements or Other Significant Matters
Standards that were adopted
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	The amendments are expected to result in fewer transactions being accounted for as business combinations.
ASU 2016-15 Statement of cash flows (Topic 230): Classification of certain cash receipts and cash payments	This update provides specific guidance on certain cash flow classification issues, including classification of cash receipts and payments that have aspects of more than one class of cash flows. If cash flows cannot be separated by source or use, the appropriate classification should depend on the activity that is likely to be the predominant source or use of cash flows.	January 1, 2018	As a result of adopting this standard, the Company reclassified its cash flows on reverse repurchase and repurchase agreements entered into by Arcola Securities, Inc. (“Arcola”) from operating activities to investing and financing activities, respectively, in the Consolidated Statements of Cash Flows. The Company applied the retrospective transition method, which resulted in reclassification of comparative periods.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

4. FINANCIAL INSTRUMENTS

The following table presents characteristics for certain of the Company’s financial instruments at September 30, 2019 and December 31, 2018.

Financial Instruments (1)
Balance Sheet Line Item	Type / Form	Measurement Basis	September 30, 2019		December 31, 2018
	Assets	(dollars in thousands)
Securities	Agency mortgage-backed securities (2)	Fair value, with unrealized gains (losses) through other comprehensive income	$	113,670,254	$	89,840,322
Securities	Agency mortgage-backed securities (3)	Fair value, with unrealized gains (losses) through earnings	792,270		912,673
Securities	Credit risk transfer securities	Fair value, with unrealized gains (losses) through earnings	474,765		552,097
Securities	Non-agency mortgage-backed securities	Fair value, with unrealized gains (losses) through earnings	1,015,921		1,161,938
Securities	Commercial real estate debt investments - CMBS	Fair value, with unrealized gains (losses) through other comprehensive income	65,215		138,242
Securities	Commercial real estate debt investments - CMBS (4)	Fair value, with unrealized gains (losses) through earnings	75,636		18,516
Total securities			116,094,061		92,623,788
Loans, net	Residential mortgage loans	Fair value, with unrealized gains (losses) through earnings	1,219,402		1,359,806
Loans, net	Commercial real estate debt and preferred equity, held for investment	Amortized cost	611,429		1,296,803
Loans, net	Commercial loans held for sale, net	Lower of amortized cost or fair value	—		42,184
Loans, net	Corporate debt, held for investment	Amortized cost	2,115,783		1,887,182
Total loans, net			3,946,614		4,585,975
Assets transferred or pledged to securitization vehicles	Residential mortgage loans	Fair value, with unrealized gains (losses) through earnings	2,376,731		1,094,831
Assets transferred or pledged to securitization vehicles	Commercial mortgage loans	Fair value, with unrealized gains (losses) through earnings	1,501,408		2,738,369
Assets transferred or pledged to securitization vehicles	Commercial mortgage loans	Amortized cost	810,005		—
Total assets transferred or pledged to securitization vehicles			4,688,144		3,833,200
Reverse repurchase agreements	Reverse repurchase agreements	Amortized cost	—		650,040
	Liabilities
Repurchase agreements	Repurchase agreements	Amortized cost	102,682,104		81,115,874
Other secured financing	Loans	Amortized cost	4,466,030		4,183,311
Debt issued by securitization vehicles	Securities	Fair value, with unrealized gains (losses) through earnings	3,856,082		3,347,062
Mortgages payable	Loans	Amortized cost	485,657		511,056
(1)     Receivable for unsettled trades, Principal and interest receivable, Payable for unsettled trades, Interest payable and Dividends payable are accounted for at cost. (2)     Includes Agency pass-through, collateralized mortgage obligation (“CMO”) and multifamily securities. (3)     Includes interest-only securities and reverse mortgages. (4)     Includes conduit CMBS.

5. SECURITIES

The Company’s investments in securities include agency, credit risk transfer, non-agency and commercial mortgage-backed securities. All of the debt securities are classified as available-for-sale. Available-for-sale securities are carried at fair value, with changes in fair value recognized in other comprehensive income, unless the fair value option is elected in which case changes in fair value are recognized in Net unrealized gains (losses) on instruments measured at fair value through earnings in the Consolidated Statements of Comprehensive Income (Loss). Transactions for securities are recorded on trade date, including TBA securities that meet the regular-way securities scope exception from derivative accounting. Gains and losses on disposals of securities are recorded on trade date based on the specific identification method.

Other-Than-Temporary Impairment – Management evaluates available-for-sale securities and held-to-maturity debt securities for other-than-temporary impairment at least quarterly, and more frequently when economic or market conditions warrant such evaluation. 

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

When the fair value of an available-for-sale security is less than its amortized cost, the security is considered impaired. For securities that are impaired, the Company determines if it (1) has the intent to sell the security, (2) is more likely than not that it will be required to sell the security before recovery of its amortized cost basis, or (3) does not expect to recover the entire amortized cost basis of the security.  Further, the security is analyzed for credit loss (the difference between the present value of cash flows expected to be collected and the amortized cost basis). The credit loss, if any, will then be recognized in the Consolidated Statements of Comprehensive Income (Loss), while the balance of losses related to other factors will be recognized as a component of Other comprehensive income (loss).  When the fair value of a held-to-maturity security is less than the cost, the Company performs an analysis to determine whether it expects to recover the entire cost basis of the security. There was no other-than-temporary impairment recognized for the three or nine months ended September 30, 2019 and 2018.

Agency Mortgage-Backed Securities - The Company invests in mortgage pass-through certificates, collateralized mortgage obligations and other MBS representing interests in or obligations backed by pools of residential or multifamily mortgage loans and certificates. Many of the underlying loans and certificates are guaranteed by the Government National Mortgage Association (“Ginnie Mae”), the Federal Home Loan Mortgage Corporation (“Freddie Mac”) or the Federal National Mortgage Association (“Fannie Mae”) (collectively, “Agency mortgage-backed securities”). 

Agency mortgage-backed securities may include forward contracts for Agency mortgage-backed securities purchases or sales of a generic pool, on a to-be-announced basis (“TBA securities”). TBA securities without intent to accept delivery (“TBA derivatives”), are accounted for as derivatives as discussed in the “Derivative Instruments” Note.

CRT Securities - CRT securities are risk sharing instruments issued by Fannie Mae and Freddie Mac, and similarly structured transactions arranged by third party market participants. CRT securities are designed to synthetically transfer mortgage credit risk from Fannie Mae and Freddie Mac to private investors.

Non-Agency Mortgage-Backed Securities - The Company invests in non-Agency mortgage-backed securities such as those issued in prime loan, Alt-A loan, subprime loan, non-performing loan (“NPL”) and re-performing loan (“RPL”) securitizations.

Agency mortgage-backed securities, non-Agency mortgage-backed securities and CRT securities are referred to herein as “Residential Securities.” Although the Company generally intends to hold most of its Residential Securities until maturity, it may, from time to time, sell any of its Residential Securities as part of the overall management of its portfolio.

Commercial Mortgage-Backed Securities (“Commercial Securities”) - Certain commercial mortgage-backed securities are classified as available-for-sale and reported at fair value with unrealized gains and losses reported as a component of Other comprehensive income (loss). Management evaluates such Commercial Securities for other-than-temporary impairment at least quarterly. The Company elected the fair value option on certain Commercial Securities, including conduit commercial mortgage-backed securities, to simplify the accounting where the unrealized gains and losses on these financial instruments are recorded through earnings.

The following represents a rollforward of the activity for the Company’s securities for the nine months ended September 30, 2019:

	Residential Securities			Commercial Securities			Total
	(dollars in thousands)
Beginning balance January 1, 2019	$	92,467,030		$	156,758		$	92,623,788
Purchases	50,982,244			111,582			51,093,826
Sales	(19,793,722		)	(92,366		)	(19,886,088		)
Principal paydowns	(11,215,154		)	(43,170		)	(11,258,324		)
(Amortization) / accretion	(942,429		)	548			(941,881		)
Fair value adjustment	4,455,241			7,499			4,462,740
Ending balance September 30, 2019	$	115,953,210		$	140,851		$	116,094,061

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

The following tables present the Company’s securities portfolio that was carried at their fair value at September 30, 2019 and December 31, 2018:

	September 30, 2019
	Principal / Notional		Remaining Premium		Remaining Discount			Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Agency	(dollars in thousands)
Fixed-rate pass-through	$	102,020,108	$	4,321,803	$	(37,466	)	$	106,304,445	$	2,216,560	$	(102,943	)	$	108,418,062
Adjustable-rate pass-through	2,338,560		123,228		(1,440		)	2,460,348		11,265		(56,122		)	2,415,491
CMO	9,623		45		—			9,668		298		—			9,966
Interest-only	4,657,039		899,601		—			899,601		4,311		(173,304		)	730,608
Multifamily	2,562,366		28,314		(2,446		)	2,588,234		239,213		(712		)	2,826,735
Reverse mortgages	56,464		5,354		—			61,818		62		(218		)	61,662
Total agency securities	$	111,644,160	$	5,378,345	$	(41,352	)	$	112,324,114	$	2,471,709	$	(333,299	)	$	114,462,524
Residential credit
CRT (1)	$	463,982	$	16,785	$	(2,258	)	$	463,584	$	13,492	$	(2,311	)	$	474,765
Alt-A	153,891		255		(22,816		)	131,330		14,307		—			145,637
Prime	267,196		2,223		(18,176		)	251,243		18,506		(29		)	269,720
Prime interest-only	459,718		4,195		—			4,195		—		(538		)	3,657
Subprime	380,293		1,394		(62,355		)	319,332		40,883		(116		)	360,099
NPL/RPL	28,669		—		(74		)	28,595		—		(41		)	28,554
Prime jumbo (>=2010 vintage)	197,879		1,052		(4,374		)	194,557		6,967		—			201,524
Prime jumbo (>=2010 vintage) Interest-only	591,980		9,472		—			9,472		—		(2,742		)	6,730
Total residential credit securities	$	2,543,608	$	35,376	$	(110,053	)	$	1,402,308	$	94,155	$	(5,777	)	$	1,490,686
Total Residential Securities	$	114,187,768	$	5,413,721	$	(151,405	)	$	113,726,422	$	2,565,864	$	(339,076	)	$	115,953,210
Commercial
Commercial Securities	$	140,600	$	343	$	(8,391	)	$	132,552	$	8,299	$	—		$	140,851
Total securities	$	114,328,368	$	5,414,064	$	(159,796	)	$	113,858,974	$	2,574,163	$	(339,076	)	$	116,094,061
	December 31, 2018
	Principal / Notional		Remaining Premium		Remaining Discount			Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Agency	(dollars in thousands)
Fixed-rate pass-through	$	81,144,650	$	3,810,808	$	(36,987	)	$	84,918,471	$	264,443	$	(2,130,362	)	$	83,052,552
Adjustable-rate pass-through	4,835,983		247,981		(1,337		)	5,082,627		7,127		(151,770		)	4,937,984
CMO	11,113		53		—			11,166		55		—			11,221
Interest-only	6,007,008		1,179,855		—			1,179,855		1,446		(307,412		)	873,889
Multifamily	1,802,292		12,329		(5,332		)	1,809,289		32,753		(3,477		)	1,838,565
Reverse mortgages	34,650		4,175		—			38,825		69		(110		)	38,784
Total agency investments	$	93,835,696	$	5,255,201	$	(43,656	)	$	93,040,233	$	305,893	$	(2,593,131	)	$	90,752,995
Residential credit
CRT	$	542,374	$	28,444	$	(15,466	)	$	555,352	$	7,879	$	(11,134	)	$	552,097
Alt-A	202,889		349		(31,238		)	172,000		10,559		(198		)	182,361
Prime	353,108		2,040		(23,153		)	331,995		12,821		(830		)	343,986
Subprime	423,166		1,776		(65,005		)	359,937		35,278		(594		)	394,621
NPL/RPL	3,431		—		(30		)	3,401		37		—			3,438
Prime jumbo (>=2010 vintage)	225,567		1,087		(4,691		)	221,963		1,439		(2,744		)	220,658
Prime jumbo (>=2010 vintage) Interest-only	860,085		12,820		—			12,820		4,054		—			16,874
Total residential credit securities	$	2,610,620	$	46,516	$	(139,583	)	$	1,657,468	$	72,067	$	(15,500	)	$	1,714,035
Total Residential Securities	$	96,446,316	$	5,301,717	$	(183,239	)	$	94,697,701	$	377,960	$	(2,608,631	)	$	92,467,030
Commercial
Commercial Securities	$	155,921	$	9,778	$	(9,740	)	$	155,959	$	1,659	$	(860	)	$	156,758
Total securities	$	96,602,237	$	5,311,495	$	(192,979	)	$	94,853,660	$	379,619	$	(2,609,491	)	$	92,623,788

⁽¹⁾ Principal/Notional amount includes $14.9 million of a CRT interest-only security as of September 30, 2019.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

The following table presents the Company’s Agency mortgage-backed securities portfolio by issuing Agency concentration at September 30, 2019 and December 31, 2018:

 

	September 30, 2019		December 31, 2018
Investment Type	(dollars in thousands)
Fannie Mae	$	73,707,294	$	60,270,432
Freddie Mac	40,592,878		30,397,556
Ginnie Mae	162,352		85,007
Total	$	114,462,524	$	90,752,995

Actual maturities of the Company’s Residential Securities are generally shorter than stated contractual maturities because actual maturities of the portfolio are generally affected by periodic payments and prepayments of principal on the underlying mortgages.

The following table summarizes the Company’s Residential Securities at September 30, 2019 and December 31, 2018, according to their estimated weighted average life classifications:

	September 30, 2019				December 31, 2018
	Estimated Fair Value		Amortized Cost		Estimated Fair Value		Amortized Cost
Estimated weighted average life	(dollars in thousands)
Less than one year	$	5,508	$	6,454	$	13,447	$	13,670
Greater than one year through five years	58,857,860		57,504,374		11,710,172		11,928,973
Greater than five years through ten years	57,032,062		56,163,913		80,202,479		82,218,464
Greater than ten years	57,780		51,681		540,932		536,594
Total	$	115,953,210	$	113,726,422	$	92,467,030	$	94,697,701

The estimated weighted average lives of the Residential Securities at September 30, 2019 and December 31, 2018 in the table above are based upon projected principal prepayment rates. The actual weighted average lives of the Residential Securities could be longer or shorter than projected.

The following table presents the gross unrealized losses and estimated fair value of the Company’s Agency mortgage-backed securities, accounted for as available-for-sale where the fair value option has not been elected, by length of time that such securities have been in a continuous unrealized loss position at September 30, 2019 and December 31, 2018.

	September 30, 2019						December 31, 2018
	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	$	3,524,012	$	(17,042	)	45	$	22,418,036	$	(432,352	)	713
12 Months or more	13,989,400		(142,735		)	506	43,134,843		(1,853,257		)	1,476
Total	$	17,513,412	$	(159,777	)	551	$	65,552,879	$	(2,285,609	)	2,189
(1)     Excludes interest-only mortgage-backed securities and reverse mortgages.

The decline in value of these securities is solely due to market conditions and not the quality of the assets.  Substantially all of the Agency mortgage-backed securities are “AAA” rated or carry an implied “AAA” rating.  The investments are not considered to be other-than-temporarily impaired because the Company currently has 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 the Company will be required to sell the investments before recovery of the amortized cost bases, which may be maturity. 

During the three and nine months ended September 30, 2019, the Company disposed of $11.1 billion and $30.7 billion of Residential Securities, resulting in net realized gains (losses) of $76.3 million and ($50.6) million, respectively. During the three and nine months ended September 30, 2018, the Company disposed of $9.1 billion and $14.5 billion of Residential Securities, resulting in net realized gains (losses) of ($322.4) million and ($372.5) million, respectively.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

6. LOANS

The Company invests in residential, commercial and corporate loans. Loans are classified as either held for investment or held for sale. Loans are also eligible to be accounted for under the fair value option. Excluding loans transferred or pledged to securitization vehicles, as of September 30, 2019, the Company reported $1.2 billion of loans for which the fair value option was elected. If loans are held for investment and the fair value option has not been elected, they are accounted for at amortized cost less impairment. If the Company intends to sell or securitize the loans and the securitization vehicle is not expected to be consolidated, the loans are classified as held for sale. If loans are held for sale and the fair value option was not elected, they are accounted for at the lower of cost or fair value. Any origination fees and costs or purchase premiums or discounts are deferred and recognized upon sale. The Company determines the fair value of loans held for sale on an individual loan basis.

Nonaccrual Status – If collection of a loan’s principal or interest is in doubt or the loan is 90 days or more past due, interest income is not accrued. For nonaccrual status loans carried at fair value or held for sale, interest is not accrued, but is recognized on a cash basis. For nonaccrual status loans carried at amortized cost, if collection of principal is not in doubt, but collection of interest is in doubt, interest income is recognized on a cash basis. If collection of principal is in doubt, any interest received is applied against principal until collectability of the remaining balance is no longer in doubt; at that point, any interest income is recognized on a cash basis. Generally, a loan is returned to accrual status when the borrower has resumed paying the full amount of the scheduled contractual obligation, if all principal and interest amounts contractually due are reasonably assured of repayment within a reasonable period of time and there is a sustained period of repayment performance by the borrower.

Allowance for Losses – The Company evaluates the need for a loss reserve on its loans. A provision for loan losses may be established when it is probable the Company will not collect amounts contractually due or all amounts previously estimated to be collectible. Management assesses the credit quality of the portfolio and adequacy of loan loss reserves on a quarterly basis, or more frequently as necessary. Significant judgment is required in this analysis. Depending on the expected recovery of its investment, the Company considers the estimated net recoverable value of the loans as well as other factors, including but not limited to the fair value of any collateral, the amount and the status of any senior debt, the prospects for the borrower and the competitive landscape where the borrower conducts business. To determine if loan loss allowances are required on investments in corporate debt, the Company reviews the monthly and/or quarterly financial statements of the borrowers, verifies loan compliance packages, if applicable, and analyzes current results relative to budgets and sensitivities performed at inception of the investment.  Because these determinations are based upon projections of future economic events, which are inherently subjective, the amounts ultimately realized may differ materially from the carrying value as of the reporting date.

The Company may be exposed to various levels of credit risk depending on the nature of its investments and credit enhancements, if any, supporting its assets. The Company’s core investment process includes procedures related to the initial approval and periodic monitoring of credit risk and other risks associated with each investment.  The Company’s investment underwriting procedures include evaluation of the underlying borrowers’ ability to manage and operate their respective properties or companies.  Management reviews loan-to-value metrics at origination or acquisition of a new investment and if events occur that trigger re-evaluation by management.

Management generally reviews the most recent financial information produced by the borrower, which may include, but is not limited to, net operating income (“NOI”), debt service coverage ratios, property debt yields (net cash flow or NOI divided by the amount of outstanding indebtedness), loan per unit and rent rolls relating to each of the Company’s commercial real estate loans and preferred equity interests (“CRE Debt and Preferred Equity Investments”), and may consider other factors management deems important. Management also reviews market pricing to determine each borrower’s ability to refinance their respective assets at the maturity of each loan, economic trends (both macro and those affecting the property specifically), and the supply and demand of competing projects in the sub-market in which each subject property is located.  Management monitors the financial condition and operating results of its borrowers and continually assesses the future outlook of the borrower’s financial performance in light of industry developments, management changes and company-specific considerations.

The Company’s internal loan risk ratings are based on the guidance provided by the Office of the Comptroller of the Currency for commercial real estate lending. The Company’s internal risk rating categories include “Performing”, “Performing - Closely Monitored”, “Performing - Special Mention”, “Substandard”, “Doubtful” or “Loss”. Performing loans meet all present contractual obligations. Performing - Closely Monitored loans meet all present contractual obligations, but are transitional or could be exhibiting some weakness in both leverage and liquidity. Performing - Special Mention loans meet all present contractual obligations, but exhibit potential weakness that deserves management’s close attention and if uncorrected, may result in deterioration of repayment prospects. Substandard loans are inadequately protected by sound worth and paying capacity of the obligor or of the collateral pledged with a distinct possibility that loss will be sustained if some of the deficiencies are not corrected. Doubtful loans are Substandard loans whereby collection of all contractual principal and interest is highly questionable or improbable. Loss loans are considered uncollectible.

For the three and nine months ended September 30, 2019, the Company recorded a loan loss provision of $3.5 million and $9.2 million, respectively.

13

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

As of September 30, 2019 and December 31, 2018, the Company’s loan loss provision was $12.7 million and $3.5 million, respectively. There was no provision for loan loss recorded as of and for the nine months ended September 30, 2018.

The following table presents the activity of the Company’s loan investments, including loans held for sale and excluding loans transferred or pledged to securitization vehicles, for the nine months ended September 30, 2019:

	Residential			Commercial			Corporate			Total
	(dollars in thousands)
Beginning balance January 1, 2019	$	1,359,806		$	1,338,987		$	1,887,182		$	4,585,975
Purchases	1,894,303			395,058			631,065			2,920,426
Sales and transfers (1)	(1,878,218		)	(958,912		)	(268,403		)	(3,105,533		)
Principal payments	(156,579		)	(156,437		)	(143,284		)	(456,300		)
Gains / (losses)	1,671			(9,207		)	5,260			(2,276		)
(Amortization) / accretion	(1,581		)	1,940			3,963			4,322
Ending balance September 30, 2019	$	1,219,402		$	611,429		$	2,115,783		$	3,946,614
(1)     Includes securitizations, syndications and transfers to securitization vehicles.

The carrying value of the Company’s residential loans held for sale was $76.3 million and $97.5 million at September 30, 2019 and December 31, 2018, respectively. The carrying value of the Company’s commercial loans held for sale was $0 and $42.2 million at September 30, 2019 and December 31, 2018, respectively.

Residential

The Company’s residential mortgage loans are primarily comprised of performing adjustable-rate and fixed-rate whole loans. Additionally, the Company consolidates a collateralized financing entity that securitized prime adjustable-rate jumbo residential mortgage loans. The Company also consolidates securitization trusts in which it had purchased subordinated securities because it also has certain powers and rights to direct the activities of such trusts. Refer to the “Variable Interest Entities” Note for further information related to the Company’s consolidated residential mortgage loan trusts.

The following table presents the fair value and the unpaid principal balances of the residential mortgage loan portfolio, including loans transferred or pledged to securitization vehicles, at September 30, 2019 and December 31, 2018:

	September 30, 2019		December 31, 2018
	(dollars in thousands)
Fair value	$	3,596,133	$	2,454,637
Unpaid principal balance	$	3,475,799	$	2,425,657

The following table provides information regarding the line items and amounts recognized in the Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2019 and 2018 for these investments:

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
	(dollars in thousands)
Interest income	$	37,673		$	16,423		$	102,689		$	45,702
Net gains (losses) on disposal of investments	(9,671		)	(2,975		)	(19,499		)	(7,924		)
Net unrealized gains (losses) on instruments measured at fair value through earnings	18,093			(3,633		)	61,805			(14,802		)
Total included in net income (loss)	$	46,095		$	9,815		$	144,995		$	22,976

14

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

The following table provides the geographic concentrations based on the unpaid principal balances at September 30, 2019 and December 31, 2018 for the residential mortgage loans, including loans transferred or pledged to securitization vehicles:

 

Geographic Concentrations of Residential Mortgage Loans
September 30, 2019		December 31, 2018
Property location	% of Balance	Property location	% of Balance
California	51.9%	California	53.7%
New York	10.4%	Florida	7.1%
Florida	5.7%	New York	6.6%
All other (none individually greater than 5%)	32.0%	All other (none individually greater than 5%)	32.6%
Total	100.0%		100.0%

The following table provides additional data on the Company’s residential mortgage loans, including loans transferred or pledged to securitization vehicles, at September 30, 2019 and December 31, 2018:

	September 30, 2019		December 31, 2018
	Portfolio Range	Portfolio Weighted Average	Portfolio Range	Portfolio Weighted Average
	(dollars in thousands)
Unpaid principal balance	$1 - $3,448	$463	$0 - $3,500	$457
Interest rate	2.00% - 9.25%	5.03%	2.00% - 7.75%	4.72%
Maturity	1/1/2028 - 9/1/2059	5/29/2047	1/1/2028 - 11/1/2058	1/11/2046
FICO score at loan origination	505 - 825	756	505 - 823	752
Loan-to-value ratio at loan origination	8% - 111%	67%	8% - 111%	68%

At September 30, 2019 and December 31, 2018, approximately 38% and 47%, respectively, of the carrying value of the Company’s residential mortgage loans, including loans transferred or pledged to securitization vehicles, were adjustable-rate.

Commercial

The Company’s commercial real estate loans are comprised of adjustable-rate and fixed-rate loans. The difference between the principal amount of a loan and proceeds at acquisition is recorded as either a discount or premium. Commercial real estate loans that are designated as held for investment and are originated or purchased by the Company are carried at their outstanding principal balance, net of unamortized origination fees and costs, premiums or discounts, less an allowance for losses, if necessary. Origination fees and costs, premiums or discounts are amortized into interest income over the life of the loan.

Preferred equity interests are designated as held for investment and are carried at their outstanding principal balance, net of unamortized origination fees and costs, premiums or discounts, less a reserve for estimated losses, if necessary. 

At September 30, 2019 and December 31, 2018, approximately 91% and 88%, respectively, of the carrying value of the Company’s CRE Debt and Preferred Equity Investments, including loans transferred or pledged to securitization vehicles and excluding commercial loans held for sale, were adjustable-rate.

At September 30, 2019 and December 31, 2018, commercial real estate investments held for investment were comprised of the following:

	September 30, 2019						December 31, 2018
	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	$	434,949	$	432,460	30.2	%	$	988,248	$	981,202	75.6	%
Senior securitized mortgages (3)	814,423		810,005		56.5	%	—		—		—	%
Mezzanine loans	192,065		178,969		13.3	%	319,663		315,601		24.4	%
Total	$	1,441,437	$	1,421,434	100.0	%	$	1,307,911	$	1,296,803	100.0	%

⁽¹⁾  Carrying value includes unamortized origination fees of $7.3 million and $7.6 million at September 30, 2019 and December 31, 2018, respectively.

⁽²⁾  Based on outstanding principal.

⁽³⁾  Assets of a consolidated VIE.

15

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

The following tables represent a rollforward of the activity for the Company’s commercial real estate investments held for investment at September 30, 2019 and December 31, 2018:

September 30, 2019
	Senior Mortgages			Senior Securitized Mortgages (1)			Mezzanine Loans			Total
	(dollars in thousands)
Net carrying value (January 1, 2019)	$	981,202		$	—		$	315,601		$	1,296,803
Originations & advances (principal)	376,651			964,473			21,032			1,362,156
Principal payments	(16,099		)	(150,050		)	(139,955		)	(306,104		)
Transfers	(913,849		)	—			(8,675		)	(922,524		)
Net (increase) decrease in origination fees	2,972			(6,999		)	(184		)	(4,211		)
Amortization of net origination fees	1,583			2,581			357			4,521
Allowance for loan losses	—			—			(9,207		)	(9,207		)
Net carrying value (September 30, 2019)	$	432,460		$	810,005		$	178,969		$	1,421,434

December 31, 2018
	Senior Mortgages			Mezzanine Loans			Preferred Equity			Total
	(dollars in thousands)
Net carrying value (January 1, 2018)	$	625,900		$	394,442		$	8,985		$	1,029,327
Originations & advances (principal)	575,953			52,224			—			628,177
Principal payments	(216,849		)	(127,575		)	(9,000		)	(353,424		)
Net (increase) decrease in origination fees	(6,624		)	(370		)	—			(6,994		)
Amortization of net origination fees	2,822			376			15			3,213
Allowance for loan losses	—			(3,496		)	—			(3,496		)
Net carrying value (December 31, 2018)	$	981,202		$	315,601		$	—		$	1,296,803
(1)    Assets of a consolidated VIE.

The following table provides the internal loan risk ratings of commercial real estate investments held for investment as of September 30, 2019 and December 31, 2018.

September 30, 2019
					Internal Ratings
Investment Type	Outstanding Principal		Percentage of CRE Debt and Preferred Equity Portfolio		Performing		Performing - Closely Monitored		Performing - Special Mention		Substandard (1)		Doubtful (2)		Loss (3)		Total
(dollars in thousands)
Senior mortgages	$	434,949	30.2	%	$	141,505	$	185,954	$	64,390	$	43,100	$	—	$	—	$	434,949
Senior securitized mortgages (4)	814,423		56.5	%	322,193		316,710		125,520		50,000		—		—		814,423
Mezzanine loans	192,065		13.3	%	61,063		70,299		—		17,100		36,603		7,000		192,065
Total	$	1,441,437	100.0	%	$	524,761	$	572,963	$	189,910	$	110,200	$	36,603	7,000		$	1,441,437

December 31, 2018
					Internal Ratings
Investment Type	Outstanding Principal		Percentage of CRE Debt and Preferred Equity Portfolio		Performing		Performing - Closely Monitored		Performing - Special Mention		Substandard (1)		Doubtful (2)		Loss		Total
(dollars in thousands)
Senior mortgages	$	988,248	75.6	%	$	653,066	$	215,792	$	55,000	$	64,390	$	—	$	—	$	988,248
Mezzanine loans	319,663		24.4	%	140,776		38,884		96,400		36,603		7,000		—		319,663
Total	$	1,307,911	100.0	%	$	793,842	$	254,676	$	151,400	$	100,993	$	7,000	$	—	$	1,307,911

16

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

⁽¹⁾  The Company rated three loans as of September 30, 2019 and two loans as of December 31, 2018 as Substandard. The Company evaluated whether an impairment exists and determined in each case that, based on quantitative and qualitative factors, the Company expects repayment of contractual amounts due.

⁽²⁾  The Company rated one loan as Doubtful and evaluated for impairment as of September 30, 2019. The Company rated one loan as Doubtful and evaluated for impairment as of December 31, 2018. The allowance for loan losses for Doubtful loans was $5.7 million and $3.5 million as of September 30, 2019 and December 31, 2018, respectively.

⁽³⁾ The Company transferred a loan from Doubtful to Loss during the three months ended September 30, 2019.

⁽⁴⁾  Assets of a consolidated VIE.

Corporate Debt  

The Company’s investments in corporate loans typically take the form of senior secured loans primarily in first or second lien positions. The Company’s senior secured loans generally have stated maturities of five to seven years. In connection with these senior secured loans the Company receives a security interest in certain assets of the borrower and such assets support repayment of such loans. Senior secured loans are generally exposed to less credit risk than more junior loans given their seniority to scheduled principal and interest and priority of security in the assets of the borrower. Interest income from coupon payments is accrued based upon the outstanding principal amounts of the debt and its contractual terms. Premiums and discounts are amortized or accreted into interest income using the effective interest method.

The Company invests in corporate loans through its Annaly Middle Market Lending Group. The industry and rate attributes of the portfolio at September 30, 2019 and December 31, 2018 are as follows:

	Industry Dispersion
	September 30, 2019						December 31, 2018
	Fixed Rate		Floating Rate		Total		Fixed Rate		Floating Rate		Total
	(dollars in thousands)
Aircraft and Parts	$	—	$	41,064	$	41,064	$	—	$	41,342	$	41,342
Arrangement of Transportation of Freight & Cargo	—		—		—		—		21,632		21,632
Coating, Engraving & Allied Services	—		49,767		49,767		—		57,223		57,223
Commercial Fishing	—		—		—		—		242,185		242,185
Computer Programming, Data Processing & Other Computer Related Services	—		347,287		347,287		—		—		—
Drugs	—		35,918		35,918		—		35,882		35,882
Electrical Work	—		42,372		42,372		—		41,760		41,760
Electronic Components & Accessories	—		24,000		24,000		—		24,059		24,059
Engineering, Architectural, and Surveying	—		77,284		77,284		—		80,748		80,748
Grocery Stores	—		23,292		23,292		—		23,431		23,431
Home Health Care Services	—		29,391		29,391		—		—		—
Insurance Agents, Brokers and Service	—		76,444		76,444		—		48,942		48,942
Mailing, Reproduction, Commercial Art and Photography, and Stenographic	—		14,770		14,770		—		14,843		14,843
Management & Public Relations Services	—		339,319		339,319		—		487,046		487,046
Medical & Dental Laboratories	—		41,467		41,467		—		26,858		26,858
Metal Cans & Shipping Containers	—		118,420		118,420		—		118,248		118,248
Miscellaneous Business Services	—		215,709		215,709		—		19,622		19,622
Miscellaneous Equipment Rental & Leasing	—		49,732		49,732		—		49,552		49,552
Miscellaneous Health & Allied Services, not elsewhere classified	—		77,551		77,551		—		56,003		56,003
Miscellaneous Plastic Products	—		10,000		10,000		—		9,953		9,953
Motor Vehicles and Motor Vehicle Equipment	—		—		—		—		16,563		16,563
Motor Vehicles and Motor Vehicle Parts & Supplies	—		28,877		28,877		—		29,046		29,046
Nonferrous Foundries (Castings)	—		12,918		12,918		—		12,948		12,948
Offices & Clinics of Doctors of Medicine	—		107,066		107,066		—		97,877		97,877
Offices & Clinics of other Health Practitioners	—		10,123		10,123		—		21,100		21,100
Petroleum and Petroleum Products	—		24,957		24,957		—		—		—
Public Warehousing & Storage	—		94,877		94,877		—		84,278		84,278
Research, Development & Testing Services	—		45,610		45,610		—		33,381		33,381
Schools & Educational Services, not elsewhere classified	—		19,635		19,635		—		19,805		19,805
Services Allied with the Exchange of Securities	—		—		—		—		14,877		14,877
Surgical, Medical & Dental Instruments & Supplies	—		96,702		96,702		—		96,607		96,607
Telephone Communications	—		61,231		61,231		—		61,371		61,371
Total	$	—	$	2,115,783	$	2,115,783	$	—	$	1,887,182	$	1,887,182

17

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

The table below reflects the Company’s aggregate positions by their respective place in the capital structure of the borrowers at September 30, 2019 and December 31, 2018.

 

	September 30, 2019		December 31, 2018
	(dollars in thousands)
First lien loans	$	1,305,810	$	1,346,356
Second lien loans	809,973		540,826
Total	$	2,115,783	$	1,887,182

7. MORTGAGE SERVICING RIGHTS

The Company owns variable interests in an entity that invests in MSRs. Refer to the “Variable Interest Entities” Note for a detailed discussion on this topic.

MSRs represent the rights associated with servicing pools of residential mortgage loans. The Company and its subsidiaries do not originate or directly service residential mortgage loans. Rather, these activities are carried out by duly licensed subservicers who perform substantially all servicing functions for the loans underlying the MSRs. The Company intends to hold the MSRs as investments and elected to account for all of its investments in MSRs at fair value. As such, they are recognized at fair value on the accompanying Consolidated Statements of Financial Condition with changes in the estimated fair value presented as a component of Net unrealized gains (losses) on instruments measured at fair value through earnings in the Consolidated Statements of Comprehensive Income (Loss). Servicing income, net of servicing expenses, is reported in Other income (loss) in the Consolidated Statements of Comprehensive Income (Loss).

The following table presents activity related to MSRs for the three and nine months ended September 30, 2019 and 2018:

 

	Three Months Ended						Nine Months Ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
	(dollars in thousands)
Fair value, beginning of period	$	425,328		$	599,014		$	557,813		$	580,860
Change in fair value due to:
Changes in valuation inputs or assumptions (1)	(17,312		)	(19,913		)	(116,150		)	(61,011		)
Other changes, including realization of expected cash flows	(21,965		)	9,732			(55,612		)	68,984
Fair value, end of period	$	386,051		$	588,833		$	386,051		$	588,833
(1)     Principally represents changes in discount rates and prepayment speed inputs used in valuation model, primarily due to changes in interest rates.

For the three and nine months ended September 30, 2019, the Company recognized $27.7 million and $82.9 million, respectively, and for the three and nine months ended September 30, 2018, the Company recognized $27.7 million and $83.8 million, respectively, of net servicing income from MSRs in Other income (loss) in the Consolidated Statements of Comprehensive Income (Loss).

8. VARIABLE INTEREST ENTITIES

Commercial Trusts

The Company has investments in Freddie Mac securitizations (“FREMF Trusts”) which are structured as pass-through entities that receive principal and interest on the underlying collateral and distribute those payments to the certificate holders. The FREMF Trusts are VIEs and the Company is considered to be the primary beneficiary as a result of its ability to replace the special servicer without cause through its ownership of the Class C Certificates and its current designation as the directing certificate holder. The FREMF Trusts are included in the “Commercial Trusts” in the tables below.

The Company purchased approximately $94 million of a subordinated tranche in a securitization trust in 2018. As the directing holder, the Company can remove the special servicer with or without cause as well as direct the activities that are considered to be most significant to the economic performance of the trust. As such, the Company was determined to be the primary beneficiary and consolidates the trust. The trust is included in “Commercial Trusts” in the tables below.

18

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

In August 2019, the Company purchased approximately $20.3 million of a subordinated tranche in a securitization trust. As the controlling class representative, the Company can remove the special servicer with or without cause as well as direct activities that are considered to be most significant to the economic performance of the trust. The trust is included in “Commercial Trusts” in the tables below.

Upon consolidation, the Company elected the fair value option for the financial assets and liabilities of the Commercial Trusts in order to avoid an accounting mismatch, and to represent more faithfully the economics of its interest in the entities. The fair value option requires that changes in fair value be reflected in the Company’s Consolidated Statements of Comprehensive Income (Loss). The Company applied the practical expedient under ASU 2014-07, whereby the Company determines whether the fair value of the financial assets or financial liabilities is more observable as a basis for measuring the less observable financial instruments. The Company has determined that the fair value of the financial liabilities of the Commercial Trusts are more observable, since the prices for these liabilities are primarily available from third-party pricing services utilized for multifamily mortgage-backed securities, while the individual assets of the trusts are inherently less capable of precise measurement given their illiquid nature and the limitations on available information related to these assets. Given that the Company’s methodology for valuing the financial assets of the Commercial Trusts are an aggregate fair value derived from the fair value of the financial liabilities, the Company has determined that the fair value of each of the financial assets in their entirety should be classified in Level 2 of the fair value measurement hierarchy.

The Commercial Trusts mortgage loans had an aggregate unpaid principal balance of $1.5 billion at September 30, 2019.  At September 30, 2019, there were no loans 90 days or more past due or on nonaccrual status. There is no gain or loss attributable to instrument-specific credit risk of the underlying loans or securitized debt securities at September 30, 2019 based upon the Company’s process of monitoring events of default on the underlying mortgage loans.

Collateralized Loan Obligation

In February 2019, the Company closed NLY 2019-FL2 a managed commercial real estate collateralized loan obligation (“CLO”) securitization with a face value of $857.3 million, which provides non-recourse financing to the Company collateralized by certain commercial real estate mortgage loans originated by the Company. As of September 30, 2019 a total of $635.9 million of notes were held by third parties and the Company retained or purchased $223.9 million of subordinated notes and preferred shares, which eliminate upon consolidation. The Company has determined that it is the primary beneficiary because it has the right to direct the servicer as well as remove the special servicer without cause and it holds variable interests that could be potentially significant to the CLO. The transfers of loans to the CLO did not qualify for sale accounting because the Company maintains effective control over the loans. The Company elected the fair value option for the financial liabilities issued by the CLO in order to simplify the accounting; however, the commercial loans continue to be carried at amortized cost as they were not eligible for the fair value option as it was not elected at origination of the loans. The Company incurred $8.3 million of costs in connection with the CLO that were expensed as incurred during the nine months ended September 30, 2019. The aggregate unpaid principal balance of loans in the CLO was $814.4 million at September 30, 2019 and there were no loans 90 days or more past due or on nonaccrual status. There is no gain or loss attributable to instrument-specific credit risk of the debt securities at September 30, 2019 based upon the Company’s process of monitoring events of default on the underlying mortgage loans. The contractual principal amount of the CLO debt held by third parties was $633.9 million at September 30, 2019.

Residential Trusts

The Company consolidates a securitization trust, which is included in “Residential Trusts” in the tables below, that issued residential mortgage-backed securities that are collateralized by residential mortgage loans that had been transferred to the trust by one of the Company’s subsidiaries. The Company owns the subordinate securities, and a subsidiary of the Company continues to be the master servicer. As such, the Company is deemed to be the primary beneficiary of the residential mortgage trust and consolidates the entity. The Company has elected the fair value option for the financial assets and liabilities of this VIE, but has not elected to apply the practical expedient under ASU 2014-13 as prices of both the financial assets and financial liabilities of the residential mortgage trust are available from third-party pricing services. The contractual principal amount of the residential mortgage trust’s debt held by third parties was $66.2 million at September 30, 2019.

OBX Trusts

The entities in the table below are referred to collectively as the “OBX Trusts.” These securitizations represent financing transactions which provide non-recourse financing to the Company that are collateralized by residential mortgage loans purchased by the Company.

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Item 1. Financial Statements

Securitization	Date of Closing	Face Value at Closing
		(dollars in thousands)
OBX 2018-1	March 2018	$	327,162
OBX 2018-EXP1	August 2018	$	383,451
OBX 2018-EXP2	October 2018	$	384,027
OBX 2019-INV1	January 2019	$	393,961
OBX 2019-EXP1	April 2019	$	388,156
OBX 2019-INV2	June 2019	$	383,760
OBX 2019-EXP2	July 2019	$	463,405

As of September 30, 2019, a total of $1.8 billion of bonds were held by third parties and the Company retained $512.6 million of mortgage-backed securities, which were eliminated in consolidation. The Company is deemed to be the primary beneficiary and consolidates the OBX Trusts because it has power to direct the activities that most significantly impact the OBX Trusts’ performance and holds a variable interest that could be potentially significant to these VIEs. The Company has elected the fair value option for the financial assets and liabilities of these VIEs, but has not elected the practical expedient under ASU 2014-13 as prices of both the financial assets and financial liabilities of the residential mortgage trusts are available from third-party pricing services. The Company incurred $2.6 million and $1.8 million of costs during the three months ended September 30, 2019 and 2018, respectively, and $7.3 million and $3.3 million of costs during the nine months ended September 30, 2019 and 2018, respectively, in connection with these securitizations that were expensed as incurred. The contractual principal amount of the OBX Trusts’ debt held by third parties was $1.8 billion at September 30, 2019.

Although the residential mortgage loans have been sold for bankruptcy and state law purposes, the transfers of the residential mortgage loans to the OBX Trusts did not qualify for sale accounting and are reflected as intercompany secured borrowings that are eliminated upon consolidation.

Credit Facility VIEs

In June 2016, a consolidated subsidiary of the Company entered into a credit facility with a third party financial institution. As of September 30, 2019, the borrowing limit on this facility was $500.0 million. The subsidiary was deemed to be a VIE and the Company was determined to be the primary beneficiary due to its role as collateral manager and because it holds a variable interest in the entity that could potentially be significant to the entity. The Company has pledged as collateral for this facility corporate loans with a carrying amount of $748.8 million at September 30, 2019. The transfers did not qualify for sale accounting and are reflected as an intercompany secured borrowing that is eliminated upon consolidation. At September 30, 2019, the subsidiary had an intercompany receivable of $434.7 million, which eliminates upon consolidation and a secured financing of $434.7 million to the third party financial institution.

In July 2017, a consolidated subsidiary of the Company entered into a credit facility with a third party financial institution. As of September 30, 2019, the borrowing limit on this facility was $250.0 million. The subsidiary was deemed to be a VIE and the Company was determined to be the primary beneficiary due to its role as servicer and because it holds a variable interest in the entity that could potentially be significant to the entity. The Company has transferred corporate loans to the subsidiary with a carrying amount of $435.5 million at September 30, 2019, which continue to be reflected in the Company’s Consolidated Statements of Financial Condition under Loans, net. At September 30, 2019, the subsidiary had a secured financing of $246.7 million to the third party financial institution.

In January 2019, a consolidated subsidiary of the Company (the “Borrower”) entered into a $200.0 million credit facility with a third party financial institution. As of September 30, 2019, the Borrower had a secured financing of $152.2 million to the third party financial institution.

MSR Silo

The Company also owns variable interests in an entity that invests in MSRs and has structured its operations, funding and capitalization into pools of assets and liabilities, each referred to as a “silo.” Owners of variable interests in a given silo are entitled to all of the returns and subjected to the risk of loss on the investments and operations of that silo and have no substantive recourse to the assets of any other silo. While the Company previously held 100% of the voting interests in this entity, in August 2017, the Company sold 100% of such interests, and entered into an agreement with the entity’s affiliated portfolio manager giving the Company the power over the silo in which it owns all of the beneficial interests. As a result, the Company is considered to be the primary beneficiary and consolidates this silo.

The Company’s exposure to the obligations of its VIEs is generally limited to the Company’s investment in the VIEs of $2.7 billion at September 30, 2019. Assets of the VIEs may only be used to settle obligations of the VIEs. Creditors of the VIEs have no

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Item 1. Financial Statements

recourse to the general credit of the Company. The Company is not contractually required to provide and has not provided any form of financial support to the VIEs. No gains or losses were recognized upon consolidation of existing VIEs. Interest income and expense are recognized using the effective interest method.

The statements of financial condition of the Company’s VIEs, excluding the CLO, credit facility VIEs and OBX Trusts as the transfers of loans did not meet the criteria to be accounted for as sales, that are reflected in the Company’s Consolidated Statements of Financial Condition at September 30, 2019 and December 31, 2018 are as follows:

September 30, 2019
	Commercial Trusts		Residential Trusts		MSR Silo
Assets	(dollars in thousands)
Cash and cash equivalents	$	—	$	—	$	49,579
Loans	—		—		76,315
Assets transferred or pledged to securitization vehicles	1,501,408		86,176		—
Mortgage servicing rights	—		—		386,051
Principal and interest receivable	5,610		454		—
Other assets	—		—		27,612
Total assets	$	1,507,018	$	86,630	$	539,557
Liabilities
Debt issued by securitization vehicles (non-recourse)	$	1,364,112	$	66,478	$	—
Other secured financing	—		—		44,061
Payable for unsettled trades	—		—		17,817
Interest payable	2,207		157		—
Other liabilities	—		193		2,723
Total liabilities	$	1,366,319	$	66,828	$	64,601

 

December 31, 2018
	Commercial Trusts		Residential Trusts		MSR Silo
Assets	(dollars in thousands)
Cash and cash equivalents	$	—	$	—	$	30,444
Loans	—		—		97,464
Assets transferred or pledged to securitization vehicles	2,738,369		105,003		—
Mortgage servicing rights	—		—		557,813
Principal and interest receivable	11,451		539		—
Other assets	—		4		28,756
Total assets	$	2,749,820	$	105,546	$	714,477
Liabilities
Debt issued by securitization vehicles (non-recourse)	$	2,509,264	$	71,324	$	—
Other secured financing	—		—		68,385
Interest payable	4,594		238		—
Other liabilities	—		—		1,975
Total liabilities	$	2,513,858	$	71,562	$	70,360

 

The geographic concentrations of credit risk exceeding 5% of the total loan unpaid principal balances related to the Company’s VIEs, excluding the credit facility VIEs, OBX Trusts and CLO, at September 30, 2019 are as follows:

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Item 1. Financial Statements

Securitized Loans at Fair Value Geographic Concentration of Credit Risk

Commercial Trusts					Residential Trusts
Property Location	Principal Balance		% of Balance		Property Location	Principal Balance		% of Balance
(dollars in thousands)
Texas	$	476,312	20.2	%	California	$	37,268	44.2	%
California	459,310		19.5	%	Texas	11,202		13.3	%
New York	353,800		15.0	%	Illinois	7,102		8.4	%
Florida	163,995		7.0	%	Washington	5,895		7.0	%
North Carolina	123,026		5.2	%	Other (1)	22,889		27.1	%
Other (1)	779,654		33.1	%
Total	$	2,356,097	100.0	%	Total	$	84,356	100.0	%

⁽¹⁾  No individual state greater than 5%.

9. REAL ESTATE

Real estate investments are carried at historical cost less accumulated depreciation. Historical cost includes all costs necessary to bring the asset to the condition and location necessary for its intended use, including financing during the construction period.  Costs directly related to acquisitions deemed to be business combinations are expensed. Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements that extend the useful life of the asset are capitalized and depreciated over their useful life.

Real estate investments are depreciated using the straight-line method over the estimated useful lives of the assets, summarized as follows:

Category	Term
Building and building improvements	1 - 44 years
Furniture and fixtures	1 - 4 years

There was no real estate acquired in settlement of residential mortgage loans at September 30, 2019 or December 31, 2018 other than real estate held by securitization trusts that the Company was required to consolidate. The Company would be considered to have received physical possession of residential real estate property collateralizing a residential mortgage loan, so that the loan is derecognized and the real estate property would be recognized, if either (i) the Company obtains legal title to the residential real estate property upon completion of a foreclosure or (ii) the borrower conveys all interest in the residential real estate property to the Company to satisfy the loan through completion of a deed in lieu of foreclosure or through a similar legal agreement.

Real estate investments, including REO, that do not meet the criteria to be classified as held for sale are separately presented in the Consolidated Statements of Financial Condition as held for investment. Real estate held for sale is reported at the lower of its carrying value or its estimated fair value less estimated costs to sell. Once a property is determined to be held for sale, depreciation is no longer recorded.

The Company’s real estate portfolio (REO and real estate held for investment) is reviewed on a quarterly basis, or more frequently as necessary, to assess whether there are any indicators that the value of its operating real estate may be impaired or that its carrying value may not be recoverable. A property’s value is considered impaired if the Company’s estimate of the aggregate future undiscounted cash flows to be generated by the property is less than the carrying value of the property. In conducting this review, the Company considers U.S. macroeconomic factors, including real estate sector conditions, together with asset specific and other factors. To the extent impairment has occurred and is considered to be other than temporary, the loss will be measured as the excess of the carrying amount of the property over the calculated fair value of the property.

The Company acquired real estate holdings in connection with the MTGE Acquisition during the year ended December 31, 2018; refer to the “Acquisition of MTGE Investment Corp.” Note for additional information. There were no acquisitions of new real estate holdings during the three and nine months ended September 30, 2019. The company sold one of its wholly owned triple net leased properties during the nine months ended September 30, 2019 for $6.7 million and recognized a gain on sale of $2.7 million.

The weighted average amortization period for intangible assets and liabilities at September 30, 2019 is 5.2 years.  Above market leases and leasehold intangible assets are included in Intangible assets, net and below market leases are included in Other liabilities in the Consolidated Statements of Financial Condition.

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Item 1. Financial Statements

	September 30, 2019			December 31, 2018
Real estate, net	(dollars in thousands)
Land	$	128,114		$	128,742
Buildings and improvements	582,555			581,320
Furniture, fixtures and equipment	11,058			11,602
Subtotal	721,727			721,664
Less: accumulated depreciation	(84,065		)	(67,026		)
Total real estate held for investment, at amortized cost, net	637,662			654,638
Equity in unconsolidated joint ventures	87,846			84,835
Total real estate, net	$	725,508		$	739,473

Depreciation expense was $6.0 million and $17.8 million for the three and nine months ended September 30, 2019, respectively. Depreciation expense was $4.5 million and $11.9 million for the three and nine months ended September 30, 2018, respectively. Depreciation expense is included in Other income (loss) in the Consolidated Statements of Comprehensive Income (Loss).

Rental Income

The minimum rental amounts due under leases are generally either subject to scheduled fixed increases or adjustments. The leases generally also require that the tenants reimburse the Company for certain operating costs. Rental income is included in Other income (loss) in the Company’s Consolidated Statements of Comprehensive Income (Loss).

Approximate future minimum rents to be received over the next five years and thereafter for non-cancelable operating leases in effect at September 30, 2019 for consolidated investments in real estate are as follows:

September 30, 2019
(dollars in thousands)
2019 (remaining)	$	16,193
2020	48,094
2021	47,444
2022	43,597
2023	40,804
Later years	213,676
Total	$	409,808

10. DERIVATIVE INSTRUMENTS

Derivative instruments include, but are not limited to, interest rate swaps, options to enter into interest rate swaps (“swaptions”), TBA derivatives, options on TBA securities (“MBS options”), U.S. Treasury and Eurodollar futures contracts and certain forward purchase commitments.  The Company may also enter into other types of mortgage derivatives such as interest-only securities, credit derivatives referencing the commercial mortgage-backed securities index and synthetic total return swaps. 

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Item 1. Financial Statements

In connection with the Company’s investment/market rate risk management strategy, the Company economically hedges a portion of its interest rate risk by entering into derivative financial instrument contracts, which include interest rate swaps, swaptions and futures contracts. The Company may also enter into TBA derivatives, MBS options and U.S. Treasury or Eurodollar futures contracts, certain forward purchase commitments and credit derivatives to economically hedge its exposure to market risks. The purpose of using derivatives is to manage overall portfolio risk with the potential to generate additional income for distribution to stockholders. These derivatives are subject to changes in market values resulting from changes in interest rates, volatility, Agency mortgage-backed security spreads to U.S. Treasuries and market liquidity. The use of derivatives also creates exposure to credit risk relating to potential losses that could be recognized if the counterparties to these instruments fail to perform their obligations under the stated contract. Additionally, the Company may have to pledge cash or assets as collateral for the derivative transactions, the amount of which may vary based on the market value and terms of the derivative contract. In the case of market agreed coupon (“MAC”) interest rate swaps, the Company may make or receive a payment at the time of entering into such interest rate swaps, which represents fair value of these swaps, to compensate for the out of market nature of such interest rate swaps. Subsequent changes in fair value from inception of these interest rate swaps are reflected within Unrealized gains (losses) on interest rate swaps in the Consolidated Statements of Comprehensive Income (Loss). Similar to other interest rate swaps, the Company may have to pledge cash or assets as collateral for the MAC interest rate swap transactions. In the event of a default by the counterparty, the Company could have difficulty obtaining its pledged collateral as well as receiving payments in accordance with the terms of the derivative contracts.

Derivatives are accounted for in accordance with FASB ASC 815, Derivatives and Hedging, which requires recognition of all derivatives as either assets or liabilities at fair value in the Consolidated Statements of Financial Condition with changes in fair value recognized in the Consolidated Statements of Comprehensive Income (Loss). The changes in the estimated fair value are presented within Net gains (losses) on other derivatives with the exception of interest rate swaps which are separately presented. None of the Company’s derivative transactions have been designated as hedging instruments for accounting purposes. 

The Company also maintains collateral in the form of cash on margin with counterparties to its interest rate swaps and other derivatives. In accordance with a clearing organization’s rulebook, the Company presents the fair value of centrally cleared interest rate swaps net of variation margin pledged under such transactions. At September 30, 2019, $1.1 billion of variation margin was reported as an adjustment to interest rate swaps, at fair value.

Interest Rate Swap Agreements – Interest rate swap agreements are the primary instruments used to mitigate interest rate risk.  In particular, the Company uses interest rate swap agreements to manage its exposure to changing interest rates on its repurchase agreements by economically hedging cash flows associated with these borrowings. The Company may enter into interest rate swap agreements where the floating leg is linked to the London Interbank Offered Rate (“LIBOR”), the overnight index swap rate or another index. Interest rate swap agreements may or may not be cleared through a derivatives clearing organization (“DCO”). Uncleared interest rate swaps are fair valued using internal pricing models and compared to the counterparty market values. Centrally cleared interest rate swaps, including MAC interest rate swaps, are generally fair valued using the DCO’s market values. If an interest rate swap is terminated, the realized gain (loss) on the interest rate swap would be equal to the difference between the cash received or paid and fair value.

Swaptions – Swaptions are purchased or sold to mitigate the potential impact of increases or decreases in interest rates.  Interest rate swaptions provide the option to enter into an interest rate swap agreement for a predetermined notional amount, stated term and pay and receive interest rates in the future.  The Company’s swaptions are not centrally cleared.  The premium paid or received for swaptions is reported as an asset or liability in the Consolidated Statements of Financial Condition. If a swaption expires unexercised, the realized gain (loss) on the swaption would be equal to the premium received or paid. If the Company sells or exercises a swaption, the realized gain or loss on the swaption would be equal to the difference between the cash received or the fair value of the underlying interest rate swap received and the premium paid.

The fair value of swaptions is estimated using internal pricing models and compared to the counterparty market value.

TBA Dollar Rolls – TBA dollar roll transactions are accounted for as a series of derivative transactions. The fair value of TBA derivatives is based on methods similar to those used to value Agency mortgage-backed securities.

MBS Options – MBS options are generally options on TBA contracts, which help manage mortgage market risks and volatility while providing the potential to enhance returns.  MBS options are over-the-counter traded instruments and those written on current-coupon mortgage-backed securities are typically the most liquid.  MBS options are measured at fair value using internal pricing models and compared to the counterparty market value at the valuation date.

Futures Contracts – Futures contracts are derivatives that track the prices of specific assets or benchmark rates. Short sales of futures contracts help to mitigate the potential impact of changes in interest rates on the portfolio performance. The Company maintains margin accounts which are settled daily with Futures Commission Merchants (“FCMs”). The margin requirement varies based on the market value of the open positions and the equity retained in the account. Futures contracts are fair valued based on exchange pricing.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

Forward Purchase Commitments – The Company may enter into forward purchase commitments with counterparties whereby the Company commits to purchasing residential mortgage loans at a particular price, provided the residential mortgage loans close with the counterparties. The counterparties are required to deliver the committed loans on a “best efforts” basis.

Credit Derivatives – The Company may enter into credit derivatives referencing the commercial mortgage-backed securities index, such as the CMBX index, and synthetic total return swaps.

The table below summarizes fair value information about our derivative assets and liabilities at September 30, 2019 and December 31, 2018:

Derivatives Instruments	September 30, 2019		December 31, 2018
Assets	(dollars in thousands)
Interest rate swaps	$	2,556	$	48,114
Interest rate swaptions	39,251		7,216
TBA derivatives	15,706		141,688
Futures contracts	102,400		—
Purchase commitments	3,787		844
Credit derivatives (1)	5,055		2,641
	$	168,755	$	200,503
Liabilities
Interest rate swaps	$	861,067	$	420,365
TBA derivatives	28,373		—
Futures contracts	80,563		462,309
Purchase commitments	1,074		33
Credit derivatives (1)	1,338		7,043
	$	972,415	$	889,750

⁽¹⁾  The notional amount of the credit derivatives in which the Company purchased protection was $15.0 million and $30.0 million at September 30, 2019 and December 31, 2018, respectively. The maximum potential amount of future payments is the notional amount of credit derivatives in which the Company sold protection of $410.0 million and $451.0 million at September 30, 2019 and December 31, 2018, respectively, plus any coupon shortfalls on the underlying tranche. The credit derivative tranches referencing the basket of bonds had a range of ratings between AA and BBB-.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

The following table summarizes certain characteristics of the Company’s interest rate swaps at September 30, 2019 and December 31, 2018:

 

September 30, 2019
Maturity	Current Notional (1)(2)		Weighted Average Pay Rate (3)(4)		Weighted Average Receive Rate (3)		Weighted Average Years to Maturity (3)
(dollars in thousands)
0 - 3 years	$	41,234,400	1.62	%	2.11	%	1.42
3 - 6 years	12,815,950		1.91	%	2.19	%	4.58
6 - 10 years	16,071,500		2.23	%	2.29	%	9.24
Greater than 10 years	3,060,000		3.76	%	2.11	%	18.14
Total / Weighted average	$	73,181,850	1.88	%	2.16	%	4.32
December 31, 2018
Maturity	Current Notional (1)(2)		Weighted Average Pay Rate		Weighted Average Receive Rate		Weighted Average Years to Maturity
(dollars in thousands)
0 - 3 years	$	31,900,200	1.84	%	2.73	%	1.21
3 - 6 years	16,603,200		2.29	%	2.70	%	4.30
6 - 10 years	18,060,900		2.57	%	2.56	%	8.62
Greater than 10 years	3,901,400		3.63	%	2.59	%	17.33
Total / Weighted average	$	70,465,700	2.17	%	2.68	%	4.26

⁽¹⁾ As of September 30, 2019, 81% and 19% of the Company’s interest rate swaps were linked to LIBOR and the overnight index swap rate, respectively. As of December 31, 2018, all of the Company’s interest rate swaps were linked to LIBOR.

⁽²⁾ Notional amount includes $130.0 million forward starting pay fixed swaps at September 30, 2019. There were no forward starting swaps at December 31, 2018.

⁽³⁾ Excludes forward starting swaps.

⁽⁴⁾ Weighted average fixed rate on forward starting pay fixed swaps was 1.59% at September 30, 2019.

The following table presents swaptions outstanding at September 30, 2019 and December 31, 2018.

September 30, 2019
	Current Underlying Notional	Weighted Average Underlying Fixed Rate	Weighted Average Underlying Floating Rate	Weighted Average Underlying Years to Maturity	Weighted Average Months to Expiration
(dollars in thousands)
Long Pay	$5,175,000	2.57%	3M LIBOR	9.55	7.23
Long Receive	$2,000,000	1.49%	3M LIBOR	10.55	6.47
December 31, 2018
	Current Underlying Notional	Weighted Average Underlying Fixed Rate	Weighted Average Underlying Floating Rate	Weighted Average Underlying Years to Maturity	Weighted Average Months to Expiration
(dollars in thousands)
Long Pay	$4,075,000	3.30%	3M LIBOR	10.08	3.06

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

The following table summarizes certain characteristics of the Company’s TBA derivatives at September 30, 2019 and December 31, 2018:

September 30, 2019
Purchase and sale contracts for derivative TBAs	Notional		Implied Cost Basis		Implied Market Value		Net Carrying Value
(dollars in thousands)
Purchase contracts	$	10,823,000	$	10,999,389	$	10,986,722	(12,667	)
December 31, 2018
Purchase and sale contracts for derivative TBAs	Notional		Implied Cost Basis		Implied Market Value		Net Carrying Value
(dollars in thousands)
Purchase contracts	$	13,803,000	$	13,823,109	$	13,964,797	141,688

 The following table summarizes certain characteristics of the Company’s futures derivatives at September 30, 2019 and December 31, 2018:

 

September 30, 2019
	Notional - Long Positions		Notional - Short Positions			Weighted Average Years to Maturity
	(dollars in thousands)
U.S. Treasury futures - 5 year	—		(5,314,900		)	4.42
U.S. Treasury futures - 10 year and greater	2,600,000		(5,151,400		)	10.03
Total	$	2,600,000	$	(10,466,300	)	7.75
December 31, 2018
	Notional - Long Positions		Notional - Short Positions			Weighted Average Years to Maturity
	(dollars in thousands)
U.S. Treasury futures - 2 year	$	—	$	(1,166,000	)	1.97
U.S. Treasury futures - 5 year	—		(6,359,400		)	4.39
U.S. Treasury futures - 10 year and greater	—		(11,152,600		)	7.10
Total	$	—	$	(18,678,000	)	5.86

The Company presents derivative contracts on a gross basis on the Consolidated Statements of Financial Condition. Derivative contracts may contain legally enforceable provisions that allow for netting or setting off receivables and payables with each counterparty.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

The following tables present information about derivative assets and liabilities that are subject to such provisions and can potentially be offset on our Consolidated Statements of Financial Condition at September 30, 2019 and December 31, 2018, respectively.

September 30, 2019
			Amounts Eligible for Offset
	Gross Amounts		Financial Instruments			Cash Collateral			Net Amounts
Assets	(dollars in thousands)
Interest rate swaps, at fair value	$	2,556	$	(2,291	)	$	—		$	265
Interest rate swaptions, at fair value	39,251		—			—			39,251
TBA derivatives, at fair value	15,706		(7,208		)	—			8,498
Futures contracts, at fair value	102,400		(37,973		)	—			64,427
Purchase commitments	3,787		—			—			3,787
Credit derivatives	5,055		(1,026		)	—			4,029
Liabilities
Interest rate swaps, at fair value	$	861,067	$	(2,291	)	$	(121,915	)	$	736,861
TBA derivatives, at fair value	28,373		(7,208		)	—			21,165
Futures contracts, at fair value	80,563		(37,973		)	(42,590		)	—
Purchase commitments	1,074		—			—			1,074
Credit derivatives	1,338		(1,026		)	(312		)	—
December 31, 2018
			Amounts Eligible for Offset
	Gross Amounts		Financial Instruments			Cash Collateral			Net Amounts
Assets	(dollars in thousands)
Interest rate swaps, at fair value	$	48,114	$	(29,308	)	$	—		$	18,806
Interest rate swaptions, at fair value	7,216		—			—			7,216
TBA derivatives, at fair value	141,688		—			—			141,688
Purchase commitments	844		—			—			844
Credit derivatives	2,641		(2,641		)	—			—
Liabilities
Interest rate swaps, at fair value	$	420,365	$	(29,308	)	$	(11,856	)	$	379,201
Futures contracts, at fair value	462,309		—			(462,309		)	—
Purchase commitments	33		—			—			33
Credit derivatives	7,043		(2,641		)	(4,402		)	—

The effect of interest rate swaps on the Consolidated Statements of Comprehensive Income (Loss) is as follows:

 

Location on Consolidated Statements of Comprehensive Income (Loss)
	Net Interest Component of Interest Rate Swaps		Realized Gains (Losses) on Termination of Interest Rate Swaps			Unrealized Gains (Losses) on Interest Rate Swaps
For the three months ended	(dollars in thousands)
September 30, 2019	$	88,466	$	(682,602	)	$	(326,309	)
September 30, 2018	$	51,349	$	575		$	417,203
For the nine months ended
September 30, 2019	$	306,154	$	(1,438,349	)	$	(1,992,884	)
September 30, 2018	$	34,664	$	1,409		$	1,737,963

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

The effect of other derivative contracts on the Company’s Consolidated Statements of Comprehensive Income (Loss) is as follows:

Three Months Ended September 30, 2019
Derivative Instruments	Realized Gain (Loss)			Unrealized Gain (Loss)			Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Other Derivatives
(dollars in thousands)
Net TBA derivatives	$	93,919		$	(46,124	)	$	47,795
Net interest rate swaptions	(2,778		)	(4,571		)	(7,349		)
Futures	(424,268		)	364,613			(59,655		)
Purchase commitments	—			(348		)	(348		)
Credit derivatives	1,784			885			2,669
Total							$	(16,888	)

 

Three Months Ended September 30, 2018
Derivative Instruments	Realized Gain (Loss)			Unrealized Gain (Loss)			Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Other Derivatives
(dollars in thousands)
Net TBA derivatives	$	8,569		$	(85,741	)	$	(77,172	)
Net interest rate swaptions	(28,754		)	(17,663		)	(46,417		)
Futures	(114,317		)	327,787			213,470
Purchase commitments	—			(841		)	(841		)
Credit derivatives	3,096			1,676			4,772
Total							$	93,812

Nine Months Ended September 30, 2019
Derivative Instruments	Realized Gain (Loss)			Unrealized Gain (Loss)			Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Other Derivatives
(dollars in thousands)
Net TBA derivatives	$	481,865		$	(154,355	)	$	327,510
Net interest rate swaptions	(44,088		)	7,935			(36,153		)
Futures	(1,430,450		)	484,146			(946,304		)
Purchase commitments	—			1,903			1,903
Credit derivatives	5,285			9,301			14,586
Total							$	(638,458	)

Nine Months Ended September 30, 2018
Derivative Instruments	Realized Gain (Loss)			Unrealized Gain (Loss)			Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Other Derivatives
(dollars in thousands)
Net TBA derivatives	$	(299,560	)	$	(56,701	)	$	(356,261	)
Net interest rate swaptions	(85,854		)	53,557			(32,297		)
Futures	443,314			14,959			458,273
Purchase commitments	—			(416		)	(416		)
Credit derivatives	7,498			4,060			11,558
Total							$	80,857

Certain of the Company’s derivative contracts are subject to International Swaps and Derivatives Association Master Agreements or other similar agreements which may contain provisions that grant counterparties certain rights with respect to the applicable agreement upon the occurrence of certain events such as (i) a decline in stockholders’ equity in excess of specified thresholds or dollar amounts over set periods of time, (ii) the Company’s failure to maintain its REIT status, (iii) the Company’s failure to comply with limits on the amount of leverage, and (iv) the Company’s stock being delisted from the New York Stock Exchange.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

Upon the occurrence of any one of items (i) through (iv), or another default under the agreement, the counterparty to the applicable agreement has a right to terminate the agreement in accordance with its provisions. The aggregate fair value of all derivative instruments with the aforementioned features that are in a net liability position at September 30, 2019 was approximately $781.2 million, which represents the maximum amount the Company would be required to pay upon termination. This amount is fully collateralized.

11. FAIR VALUE MEASUREMENTS

The Company follows fair value guidance in accordance with GAAP to account for its financial instruments that are accounted for at fair value. The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

GAAP requires classification of financial instruments into a three-level hierarchy based on the priority of the inputs to the valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest priority input that is significant to the fair value measurement of the instrument. Financial assets and liabilities recorded at fair value on the Consolidated Statements of Financial Condition or disclosed in the related notes are categorized based on the inputs to the valuation techniques as follows:

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets and liabilities in active markets.

Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 – inputs to the valuation methodology are unobservable and significant to overall fair value.

The Company designates its securities as trading, available-for-sale or held-to-maturity depending upon the type of security and the Company’s intent and ability to hold such security to maturity. Securities classified as available-for-sale and trading are reported at fair value on a recurring basis.

The following is a description of the valuation methodologies used for instruments carried at fair value. These methodologies are applied to assets and liabilities across the three-level fair value hierarchy, with the observability of inputs determining the appropriate level.

Futures contracts are valued using quoted prices for identical instruments in active markets and are classified as Level 1.

Residential Securities, interest rate swaps, swaptions and other derivatives are valued using quoted prices or internally estimated prices for similar assets using internal models. The Company incorporates common market pricing methods, including a spread measurement to the Treasury curve as well as underlying characteristics of the particular security including coupon, prepayment speeds, periodic and life caps, rate reset period and expected life of the security in its estimates of fair value. Fair value estimates for residential mortgage loans are generated by a discounted cash flow model and are primarily based on observable market-based inputs including discount rates, prepayment speeds, delinquency levels, and credit losses. Management reviews and indirectly corroborates its estimates of the fair value derived using internal models by comparing its results to independent prices provided by dealers in the securities and/or third party pricing services. Certain liquid asset classes, such as Agency fixed-rate pass-throughs, may be priced using independent sources such as quoted prices for TBA securities.

Residential Securities, residential mortgage loans, interest rate swap and swaption markets, TBA derivatives and MBS options are considered to be active markets such that participants transact with sufficient frequency and volume to provide transparent pricing information on an ongoing basis. The liquidity of the Residential Securities, residential mortgage loans, interest rate swaps, swaptions, TBA derivatives and MBS options markets and the similarity of the Company’s securities to those actively traded enable the Company to observe quoted prices in the market and utilize those prices as a basis for formulating fair value measurements. Consequently, the Company has classified Residential Securities, residential mortgage loans, interest rate swaps, swaptions, TBA derivatives and MBS options as Level 2 inputs in the fair value hierarchy.

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. Consequently, commercial real estate debt investments carried at fair value are classified as Level 2.

For the fair value of debt issued by securitization vehicles, refer to the Note titled “Variable Interest Entities” for additional information.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

The Company classifies its investments in MSRs as Level 3 in the fair value measurements hierarchy. Fair value estimates for these investments are obtained from models, which use significant unobservable inputs in their valuations. These valuations primarily utilize discounted cash flow models that incorporate unobservable market data inputs including prepayment rates, delinquency levels, costs to service and discount rates. Model valuations are then compared to valuations obtained from third-party pricing providers. Management reviews the valuations received from third-party pricing providers and uses them as a point of comparison to modeled values. The valuation of MSRs requires significant judgment by management and the third-party pricing providers. Assumptions used for which there is a lack of observable inputs may significantly impact the resulting fair value and therefore the Company’s financial statements. 

The following tables present the estimated fair values of financial instruments measured at fair value on a recurring basis. There were no transfers between levels of the fair value hierarchy during the periods presented.

September 30, 2019
	Level 1		Level 2		Level 3		Total
Assets	(dollars in thousands)
Securities
Agency mortgage-backed securities	$	—	$	114,462,524	$	—	$	114,462,524
Credit risk transfer securities	—		474,765		—		474,765
Non-Agency mortgage-backed securities	—		1,015,921		—		1,015,921
Commercial mortgage-backed securities	—		140,851		—		140,851
Loans
Residential mortgage loans	—		1,219,402		—		1,219,402
Mortgage servicing rights	—		—		386,051		386,051
Assets transferred or pledged to securitization vehicles	—		3,878,139		—		3,878,139
Derivative assets
Interest rate swaps	—		2,556		—		2,556
Other derivatives	102,400		63,799		—		166,199
Total assets	$	102,400	$	121,257,957	$	386,051	$	121,746,408
Liabilities
Debt issued by securitization vehicles	—		3,856,082		—		3,856,082
Derivative liabilities
Interest rate swaps	—		861,067		—		861,067
Other derivatives	80,563		30,785		—		111,348
Total liabilities	$	80,563	$	4,747,934	$	—	$	4,828,497

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

December 31, 2018
	Level 1		Level 2		Level 3		Total
Assets	(dollars in thousands)
Securities
Agency mortgage-backed securities	$	—	$	90,752,995	$	—	$	90,752,995
Credit risk transfer securities	—		552,097		—		552,097
Non-Agency mortgage-backed securities	—		1,161,938		—		1,161,938
Commercial mortgage-backed securities	—		156,758		—		156,758
Loans
Residential mortgage loans	—		1,359,806		—		1,359,806
Mortgage servicing rights	—		—		557,813		557,813
Assets transferred or pledged to securitization vehicles	—		3,833,200		—		3,833,200
Derivative assets
Interest rate swaps	—		48,114		—		48,114
Other derivatives	—		152,389		—		152,389
Total assets	$	—	$	98,017,297	$	557,813	$	98,575,110
Liabilities
Debt issued by securitization vehicles	$	—	$	3,347,062	$	—	$	3,347,062
Derivative liabilities
Interest rate swaps	—		420,365		—		420,365
Other derivatives	462,309		7,076		—		469,385
Total liabilities	$	462,309	$	3,774,503	$	—	$	4,236,812

Quantitative Information about Level 3 Fair Value Measurements

The Company considers unobservable inputs to be those for which market data is not available and that are developed using the best information available to us about the assumptions that market participants would use when pricing the asset. Relevant inputs vary depending on the nature of the instrument being measured at fair value. The sensitivities of significant unobservable inputs along with interrelationships between and among the significant unobservable inputs and their impact on the fair value measurements are described below. The effect of a change in a particular assumption in the sensitivity analysis below is considered independently from changes in any other assumptions. In practice, simultaneous changes in assumptions may not always have a linear effect on the inputs discussed below. Interrelationships may also exist between observable and unobservable inputs. Such relationships have not been included in the discussion below. For each of the individual relationships described below, the inverse relationship would also generally apply. For MSRs, in general, increases in the discount, prepayment or delinquency rates or in annual servicing costs in isolation would result in a lower fair value measurement. A decline in interest rates could lead to higher-than-expected prepayments of mortgages underlying the Company’s investments in MSRs, which in turn could result in a decline in the estimated fair value of MSRs. Refer to the Note titled “Mortgage Servicing Rights” for additional information.

The table below presents information about the significant unobservable inputs used for recurring fair value measurements for Level 3 MSRs. The table does not give effect to the Company’s risk management practices that might offset risks inherent in these Level 3 investments.

 

	September 30, 2019		December 31, 2018
Valuation Technique	Unobservable Input (1)	Range (Weighted Average )	Unobservable Input (1)	Range (Weighted Average )
Discounted cash flow	Discount rate	9.0% -12.0% (9.3%)	Discount rate	9.0% -12.0% (9.4%)
	Prepayment rate	6.8% - 30.0% (15.7%)	Prepayment rate	4.7% - 13.9% (8.0%)
	Delinquency rate	0.0% - 4.0% (2.1%)	Delinquency rate	0.0% - 5.0% (2.3%)
	Cost to service	$81 - $131 ($106)	Cost to service	$82 - $138 ($110)
(1)    Represents rates, estimates and assumptions that the Company believes would be used by market participants when valuing these assets.

The following table summarizes the estimated fair values for financial assets and liabilities that are not carried at fair value at September 30, 2019 and December 31, 2018.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

		September 30, 2019				December 31, 2018
	Level in Fair Value Hierarchy	Carrying Value		Fair Value		Carrying Value		Fair Value
Financial assets		(dollars in thousands)
Loans
Commercial real estate debt and preferred equity, held for investment (1)	3	$	1,421,434	$	1,434,293	$	1,296,803	$	1,303,487
Commercial loans held for sale, net	3	—		—		42,184		42,184
Corporate debt, held for investment	2	2,115,783		2,073,721		1,887,182		1,863,524
Financial liabilities
Repurchase agreements	1,2	$	102,682,104	$	102,682,104	$	81,115,874	$	81,115,874
Other secured financing	1,2	4,466,030		4,466,210		4,183,311		4,183,805
Mortgage payable	3	485,657		529,198		511,056		507,770
(1)    Includes assets of a consolidated VIE.

12.  GOODWILL AND INTANGIBLE ASSETS

Goodwill

The Company’s acquisitions are accounted for using the acquisition method if the acquisition is deemed to be a business. Under the acquisition method, net assets and results of operations of acquired companies are included in the consolidated financial statements from the date of acquisition. The purchase prices are allocated to the assets acquired, including identifiable intangible assets, and the liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired is recognized as goodwill. Conversely, any excess of the fair value of the net assets acquired over the purchase price is recognized as a bargain purchase gain.

The Company tests goodwill for impairment on an annual basis or more frequently when events or circumstances may make it more likely than not that an impairment has occurred. If a qualitative analysis indicates that there may be an impairment, a quantitative analysis is performed.  The quantitative impairment test for goodwill utilizes a two-step approach, whereby the Company compares the carrying value of each identified reporting unit to its fair value.  If the carrying value of the reporting unit is greater than its fair value, the second step is performed, where the implied fair value of goodwill is compared to its carrying value. The Company recognizes an impairment charge for the amount by which the carrying amount of goodwill exceeds its fair value.

At September 30, 2019 and December 31, 2018, goodwill totaled $71.8 million.

Intangible assets, net

Finite life intangible assets are amortized over their expected useful lives. The following table presents the activity of finite lived intangible assets for the nine months ended September 30, 2019.

Intangible Assets, net
(dollars in thousands)
Balance at December 31, 2018	$	29,039
Intangible assets divested	(147		)
Less: amortization expense	(5,803		)
Balance at September 30, 2019	$	23,089

13. SECURED FINANCING

Reverse Repurchase and Repurchase Agreements – The Company finances a significant portion of its assets with repurchase agreements. At the inception of each transaction, the Company assessed each of the specified criteria in ASC 860, Transfers and Servicing, and has determined that each of the financing agreements meet the specified criteria in this guidance.

The Company enters into reverse repurchase agreements to earn a yield on excess cash balances. The Company obtains collateral in connection with the reverse repurchase agreements in order to mitigate credit risk exposure to its counterparties.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

Reverse repurchase agreements and repurchase agreements with the same counterparty and the same maturity are presented net in the Consolidated Statements of Financial Condition when the terms of the agreements meet the criteria to permit netting. The Company reports cash flows on repurchase agreements as financing activities and cash flows on reverse repurchase agreements as investing activities in the Consolidated Statements of Cash Flows.

The Company had outstanding $102.7 billion and $81.1 billion of repurchase agreements with weighted average borrowing rates of 2.24% and 2.36%, after giving effect to the Company’s interest rate swaps used to hedge cost of funds, and weighted average remaining maturities of 45 days and 77 days at September 30, 2019 and December 31, 2018, respectively. The Company has select arrangements with counterparties to enter into repurchase agreements for $1.1 billion with remaining capacity of $895.4 million at September 30, 2019.

At September 30, 2019 and December 31, 2018, the repurchase agreements had the following remaining maturities, collateral types and weighted average rates: 

September 30, 2019
	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	$	19,451,333	$	—	$	—	$	—	$	—	$	19,451,333	2.76	%
2 to 29 days	32,145,933		195,190		670,750		—		159,008		33,170,881		2.46	%
30 to 59 days	15,114,797		—		—		—		23,665		15,138,462		2.64	%
60 to 89 days	19,846,591		30,964		154,159		103,938		3,926		20,139,578		2.26	%
90 to 119 days	5,077,560		—		—		—		—		5,077,560		2.44	%
Over 120 days (1)	9,513,621		—		60,957		100,676		29,036		9,704,290		2.18	%
Total	$	101,149,835	$	226,154	$	885,866	$	204,614	$	215,635	$	102,682,104	2.48	%

December 31, 2018
	Agency Mortgage-Backed Securities		CRTs		Non-Agency Mortgage-Backed Securities		Commercial Loans		Commercial Mortgage-Backed Securities		U.S. Treasury Securities		Total Repurchase Agreements		Weighted Average Rate
	(dollars in thousands)
1 day	$	—	$	—	$	—	$	—	$	—	$	—	$	—	—	%
2 to 29 days	30,661,001		284,906		353,429		—		72,840		640,465		32,012,641		3.50	%
30 to 59 days	8,164,165		—		—		—		—		—		8,164,165		2.33	%
60 to 89 days	18,326,399		88,630		251,441		—		23,302		—		18,689,772		2.62	%
90 to 119 days	10,067,183		—		—		—		—		—		10,067,183		2.54	%
Over 120 days (1)	11,263,625		—		116,434		693,939		108,115		—		12,182,113		2.92	%
Total	$	78,482,373	$	373,536	$	721,304	$	693,939	$	204,257	$	640,465	$	81,115,874	2.97	%

 ⁽¹⁾  Less than 1% and approximately 1% of the total repurchase agreements had a remaining maturity over 1 year at September 30, 2019 and December 31, 2018, respectively.

The following table summarizes the gross amounts of reverse repurchase agreements and repurchase agreements, amounts offset in accordance with netting arrangements and net amounts of repurchase agreements and reverse repurchase agreements as presented in the Consolidated Statements of Financial Condition at September 30, 2019 and December 31, 2018. Refer to the “Derivative Instruments” Note for information related to the effect of netting arrangements on the Company’s derivative instruments.

	September 30, 2019						December 31, 2018
	Reverse Repurchase Agreements			Repurchase Agreements			Reverse Repurchase Agreements		Repurchase Agreements
	(dollars in thousands)
Gross amounts	$	550,000		$	103,232,104		$	650,040	$	81,115,874
Amounts offset	(550,000		)	(550,000		)	—		—
Netted amounts	$	—		$	102,682,104		$	650,040	$	81,115,874

34

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

The fair value of collateral received in connection with reverse repurchase agreements was $0 and $650.0 million, which the Company fully repledged, as of September 30, 2019 and December 31, 2018, respectively.

Other Secured Financing - The Company also finances a portion of its financial assets with advances from the Federal Home Loan Bank of Des Moines (“FHLB Des Moines”). Borrowings from FHLB Des Moines are reported in Other secured financing in the Company’s Consolidated Statements of Financial Condition.  At September 30, 2019, $90.0 million of advances from the FHLB Des Moines matures in less than one year and $3.5 billion matures between one to three years. At December 31, 2018, $3.6 billion of advances from the FHLB Des Moines matured between one to three years. The weighted average rate of the advances from the FHLB Des Moines was 2.48% and 2.78% at September 30, 2019 and December 31, 2018, respectively. The Company held $147.9 million of capital stock in the FHLB Des Moines at September 30, 2019 and December 31, 2018, which is reported at cost and included in Other assets on the Company’s Consolidated Statements of Financial Condition.

Investments pledged as collateral under secured financing arrangements and interest rate swaps, excluding residential and senior securitized commercial mortgage loans of consolidated VIEs, had an estimated fair value and accrued interest of $113.7 billion and $367.9 million, respectively, at September 30, 2019 and $90.2 billion and $303.1 million, respectively, at December 31, 2018.

35

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

Mortgage loans payable at September 30, 2019 and December 31, 2018, were as follows:

September 30, 2019
Property	Mortgage Carrying Value		Mortgage Principal		Interest Rate	Fixed/Floating Rate	Maturity Date	Priority
(dollars in thousands)
Joint Ventures	$	316,535	$	318,625	4.03% - 4.96%	Fixed	2024 - 2029	First liens
Joint Ventures	16,003		16,325		L+2.15%	Floating	2/27/2022	First liens
Virginia	83,412		85,193		2.34% - 4.55%	Fixed	2036 - 2053	First liens
Texas	31,799		33,311		3.28%	Fixed	1/1/2048 and 1/1/2053	First liens
Utah	9,706		9,706		L+3.50%	Floating	1/31/2020	First liens
Utah	7,104		7,122		3.69%	Fixed	6/1/2053	First liens
Minnesota	13,292		13,326		3.69%	Fixed	6/1/2053	First liens
Wisconsin	7,806		7,827		3.69%	Fixed	6/1/2053	First liens
Total	$	485,657	$	491,435

December 31, 2018
Property	Mortgage Carrying Value		Mortgage Principal		Interest Rate	Fixed/Floating Rate	Maturity Date	Priority
(dollars in thousands)
Joint Ventures	$	316,275	$	318,664	4.03% - 4.96%	Fixed	2024 - 2029	First liens
Joint Ventures	16,125		16,125		L+2.75%	Floating	3/14/2020	First liens
Virginia	95,827		97,667		2.75% - 4.96%	Fixed	2019 - 2053	First liens
Texas	32,189		33,735		3.28%	Fixed	1/1/2053	First liens
Utah	9,703		9,706		L+3.50%	Floating	1/31/2019	First liens
Utah	7,279		7,201		3.69%	Fixed	6/1/2053	First liens
Minnesota	13,438		13,473		3.69%	Fixed	6/1/2053	First liens
Tennessee	12,328		12,350		4.01%	Fixed	9/6/2019	First liens
Wisconsin	7,892		7,913		3.69%	Fixed	6/1/2053	First liens
Total	$	511,056	$	516,834

The following table details future mortgage loan principal payments at September 30, 2019:

Mortgage Loan Principal Payments
(dollars in thousands)
2019 (remaining)	$	804
2020	12,989
2021	3,491
2022	20,034
2023	3,844
Later years	450,273
Total	$	491,435

36

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

14. CAPITAL STOCK

(A) Common Stock

The following table provides a summary of the Company’s common shares authorized, and issued and outstanding at September 30, 2019 and December 31, 2018.

	Shares authorized		Shares issued and outstanding
	September 30, 2019	December 31, 2018	September 30, 2019	December 31, 2018	Par Value
Common stock	2,914,850,000	1,924,050,000	1,437,964,466	1,313,763,450	$0.01

During the nine months ended September 30, 2019, the Company closed the public offering of an original issuance of 75.0 million shares of common stock for proceeds of $730.5 million before deducting offering expenses. In connection with the offering, the Company granted the underwriters a thirty-day option to purchase up to an additional 11.3 million shares of common stock, which the underwriters exercised in full resulting in an additional $109.6 million in proceeds before deducting offering expenses.

During the three and nine months ended September 30, 2018, the Company closed the public offering of an original issuance of 75.0 million shares of common stock for proceeds of $753.8 million before deducting offering expenses. In connection with the offering, the Company granted the underwriters a thirty-day option to purchase up to an additional 11.3 million shares of common stock, which the underwriters exercised in full resulting in an additional $113.1 million in proceeds before deducting offering expenses.

In June 2019, the Company announced that its board of directors (“Board”) had authorized the repurchase of up to $1.5 billion of its outstanding shares of common stock through December 31, 2020. During the three and nine months ended September 30, 2019, the Company repurchased 18.3 million shares of its common stock for an aggregate amount of $155.0 million, excluding commission costs. All common shares purchased were part of a publicly announced plan in open-market transactions.

The following table provides a summary of activity related to the Company’s Direct Purchase and Dividend Reinvestment Program.

	Nine Months Ended
	September 30, 2019		September 30, 2018
	(dollars in thousands)
Shares issued through direct purchase and dividend reinvestment program	180,000		245,000
Amount raised from direct purchase and dividend reinvestment program	$	1,795	$	2,584

In January 2018, the Company entered into separate Distribution Agency Agreements (collectively, the “Sales Agreements”) with each of Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith, Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC and UBS Securities LLC (the “Sales Agents”). The Company may offer and sell shares of its common stock, having an aggregate offering price of up to $1.5 billion from time to time through any of the Sales Agents. During the nine months ended September 30, 2019, the Company issued 56.0 million shares for proceeds of $569.1 million, net of commissions and fees, under the at-the-market sales program. During the nine months ended September 30, 2018, the Company issued 24.0 million shares for proceeds of $251.1 million, net of commissions and fees, under the at-the-market sales program.

(B) Preferred Stock

The following is a summary of the Company’s cumulative redeemable preferred stock outstanding at September 30, 2019 and December 31, 2018. In the event of a liquidation or dissolution of the Company, the Company’s then outstanding preferred stock takes precedence over the Company’s common stock with respect to payment of dividends and the distribution of assets.

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Item 1. Financial Statements

	Shares Authorized		Shares Issued And Outstanding		Carrying Value				Contractual Rate	Earliest Redemption Date (1)	Date At Which Dividend Rate Becomes Floating	Floating Annual Rate
	September 30, 2019	December 31, 2018	September 30, 2019	December 31, 2018	September 30, 2019		December 31, 2018
Fixed-rate		(dollars in thousands)
Series C	—	7,000,000	—	7,000,000	$	—	$	169,466	7.625%	5/16/2017	NA	NA
Series D	18,400,000	18,400,000	18,400,000	18,400,000	445,457		445,457		7.50%	9/13/2017	NA	NA
Series H	—	2,200,000	—	2,200,000	—		55,000		8.125%	5/22/2019	NA	NA
Fixed-to-floating rate
Series F	28,800,000	28,800,000	28,800,000	28,800,000	696,910		696,910		6.95%	9/30/2022	9/30/2022	3M LIBOR + 4.993%
Series G	19,550,000	19,550,000	17,000,000	17,000,000	411,335		411,335		6.50%	3/31/2023	3/31/2023	3M LIBOR + 4.172%
Series I	18,400,000	—	17,700,000	—	428,324		—		6.75%	6/30/2024	6/30/2024	3M LIBOR + 4.989%
Total	85,150,000	75,950,000	81,900,000	73,400,000	$	1,982,026	$	1,778,168
(1)    Subject to the Company’s right under limited circumstances to redeem preferred stock earlier in order to preserve its qualification as a REIT or under limited circumstances related to a change in control of the Company.

Each series of preferred stock has a par value of $0.01 per share and a liquidation and redemption price of $25.00, plus accrued and unpaid dividends through their redemption date. Through September 30, 2019, the Company had declared and paid all required quarterly dividends on the Company’s preferred stock.

During the three and nine months ended September 30, 2019, the Company redeemed all 7.0 million of its issued and outstanding shares of 7.625% Series C Cumulative Redeemable Preferred Stock (“Series C Preferred Stock”) for $175.0 million. The cash redemption amount for each share of Series C Preferred Stock was $25.00 plus accrued and unpaid dividends to, but not including, the redemption date of July 21, 2019.

During the nine months ended September 30, 2019, the Company redeemed all 2.2 million of its issued and outstanding shares of 8.125% Series H Cumulative Redeemable Preferred Stock (“Series H Preferred Stock”) for $55.0 million. The cash redemption amount for each share of Series H Preferred Stock was $25.00 plus accrued and unpaid dividends to, but not including, the redemption date of May 31, 2019.

During the nine months ended September 30, 2019, the Company issued 17.7 million shares of its 6.750% Series I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Series I Preferred Stock”) for gross proceeds of $442.5 million before deducting the underwriting discount and other estimated offering expenses.

During the nine months ended September 30, 2018, the Company issued 17.0 million shares of its 6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Series G Preferred Stock”) for gross proceeds of $425.0 million before deducting the underwriting discount and other estimated offering expenses and

During the three and nine months ended September 30, 2018, the Company issued 2.2 million shares of its Series H Preferred Stock in connection with the acquisition of MTGE Investment Corp. Refer to the “Acquisition of MTGE Investment Corp.” Note for additional information related to the Company’s Series H Preferred Stock.

During the nine months ended September 30, 2018, the Company redeemed 5.0 million shares of its Series C Preferred Stock for $125.0 million and all 11.5 million of its issued and outstanding shares of 7.625% Series E Cumulative Redeemable Preferred Stock (“Series E Preferred Stock”) for $287.5 million.

The Series D Cumulative Redeemable Preferred Stock, Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, Series G Preferred Stock and Series I Preferred Stock rank senior to the common stock of the Company.

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Item 1. Financial Statements

(C) Distributions to Stockholders

The following table provides a summary of the Company’s dividend distribution activity for the periods presented:

	For the Three Months Ended				For the Nine Months Ended
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
	(dollars in thousands, except per share data)
Dividends and dividend equivalents declared on common stock and share-based awards	$	359,736	$	365,488	$	1,158,629	$	1,062,685
Distributions declared per common share	$	0.25	$	0.30	$	0.80	$	0.90
Distributions paid to common stockholders after period end	$	359,491	$	102,811	$	359,491	$	102,811
Distributions paid per common share after period end	$	0.25	$	0.08	$	0.25	$	0.08
Date of distributions paid to common stockholders after period end	October 31, 2019		October 31, 2018		October 31, 2019		October 31, 2018
Dividends declared to series C preferred stockholders	$	742	$	3,336	$	7,414	$	10,987
Dividends declared per share of series C preferred stock (1)	$	0.106	$	0.477	$	1.060	$	1.430
Dividends declared to series D preferred stockholders	$	8,625	$	8,625	$	25,875	$	25,875
Dividends declared per share of series D preferred stock	$	0.469	$	0.469	$	1.407	$	1.406
Dividends declared to series E preferred stockholders	$	—	$	—	$	—	$	2,253
Dividends declared per share of series E preferred stock	$	—	$	—	$	—	$	0.196
Dividends declared to series F preferred stockholders	$	12,510	$	12,510	$	37,530	$	37,530
Dividends declared per share of series F preferred stock	$	0.434	$	0.434	$	1.303	$	1.303
Dividends declared to series G preferred stockholders	$	6,906	$	6,906	$	20,718	$	19,875
Dividends declared per share of series G preferred stock	$	0.406	$	0.406	$	1.219	$	1.169
Dividends declared to series H preferred stockholders	$	—	$	298	$	1,862	$	298
Dividends declared per share of series H preferred stock	$	—	$	0.135	$	0.846	$	0.135
Dividends declared to series I preferred stockholders	$	7,668	$	—	$	7,668	$	—
Dividends declared per share of series I preferred stock	$	0.436	$	—	$	0.436	$	—

⁽¹⁾  Includes dividends declared per share for shares outstanding at September 30, 2018.

15.  INTEREST INCOME AND INTEREST EXPENSE

Refer to the note titled “Significant Accounting Policies” for details surrounding the Company’s accounting policy related to net interest income on securities and loans.

The following table summarizes the interest income recognition methodology for Residential Securities:

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Item 1. Financial Statements

	Interest Income Methodology
Agency
Fixed-rate pass-through (1)	Effective yield (3)
Adjustable-rate pass-through (1)	Effective yield (3)
Multifamily (1)	Contractual Cash Flows
CMO (1)	Effective yield (3)
Reverse mortgages (2)	Prospective
Interest-only (2)	Prospective
Residential credit
CRT (2)	Prospective
Alt-A (2)	Prospective
Prime (2)	Prospective
Subprime (2)	Prospective
NPL/RPL (2)	Prospective
Prime jumbo (2)	Prospective
Prime jumbo interest-only (2)	Prospective
(1)    Changes in fair value are recognized in Other comprehensive income (loss) on the accompanying Consolidated Statements of Comprehensive Income (Loss). (2)    Changes in fair value are recognized in Net unrealized gains (losses) on instruments measured at fair value through earnings on the accompanying Consolidated Statements of Comprehensive Income (Loss). (3)    Effective yield is recalculated for differences between estimated and actual prepayments and the amortized cost is adjusted as if the new effective yield had been applied since inception.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

The following presents the components of the Company’s interest income and interest expense for the three and nine months ended September 30, 2019 and September 30, 2018.

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2019		2018		2019		2018
Interest income	(dollars in thousands)
Residential Securities	$	784,228	$	680,037	$	2,271,893	$	2,122,375
Residential mortgage loans (1)	37,673		21,184		102,689		55,557
Commercial investment portfolio (1) (2)	87,946		97,531		281,029		249,331
U.S. Treasury securities	—		160		—		160
Reverse repurchase agreements	9,452		17,684		57,472		45,466
Total interest income	$	919,299	$	816,596	$	2,713,083	$	2,472,889
Interest expense
Repurchase agreements	699,838		445,535		1,962,999		1,177,384
Debt issued by securitization vehicles	34,524		29,391		102,882		63,244
Other	32,543		26,047		98,936		70,458
Total interest expense	766,905		500,973		2,164,817		1,311,086
Net interest income	$	152,394	$	315,623	$	548,266	$	1,161,803
(1)    Includes assets transferred or pledged to securitization vehicles. (2)    Includes commercial real estate debt and preferred equity and corporate debt.

16.  NET INCOME (LOSS) PER COMMON SHARE

The following table presents a reconciliation of net income (loss) and shares used in calculating basic and diluted net income (loss) per share for the three and nine months ended September 30, 2019 and September 30, 2018.

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
	(dollars in thousands, except per share data)
Net income (loss)	$	(747,169	)	$	385,429		$	(3,372,833	)	$	2,309,020
Net income (loss) attributable to noncontrolling interests	(110		)	(149		)	(294		)	(277		)
Net income (loss) attributable to Annaly	(747,059		)	385,578			(3,372,539		)	2,309,297
Dividends on preferred stock (1)	36,151			31,675			101,067			96,818
Net income (loss) available (related) to common stockholders	$	(783,210	)	$	353,903		$	(3,473,606	)	$	2,212,479
Weighted average shares of common stock outstanding-basic	1,453,359,211			1,202,353,851			1,436,204,582			1,174,292,701
Add: Effect of stock awards, if dilutive	—			—			—			—
Weighted average shares of common  stock outstanding-diluted	1,453,359,211			1,202,353,851			1,436,204,582			1,174,292,701
Net income (loss) per share available (related) to common share
Basic	$	(0.54	)	$	0.29		$	(2.42	)	$	1.88
Diluted	$	(0.54	)	$	0.29		$	(2.42	)	$	1.88

⁽¹⁾  The three months ended September 30, 2019 exclude cumulative and undeclared dividends of $0.3 million on the Company’s Series I Preferred Stock as of June 30, 2019.

No options to purchase shares of common stock were outstanding for the three and nine months ended September 30, 2019. Options to purchase 0.2 million shares of common stock were outstanding and considered anti-dilutive as their exercise price and option expense exceeded the average stock price for the three and nine months ended September 30, 2018, respectively.

17.  INCOME TAXES

For the three months ended September 30, 2019 the Company was qualified to be taxed as a REIT under Code Sections 856 through 860. As a REIT, the Company will not incur federal income tax to the extent that it distributes its taxable income to its stockholders. To maintain qualification as a REIT, the Company must distribute at least 90% of its annual REIT taxable income

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Item 1. Financial Statements

to its stockholders and meet certain other requirements that relate to, among other things, assets it may hold, income it may generate and its stockholder composition. It is generally the Company’s policy to distribute 100% of its REIT taxable income. To the extent there is any undistributed REIT taxable income at the end of a year, the Company distributes such shortfall within the next year as permitted by the Code.

The Company and certain of its direct and indirect subsidiaries, including Annaly TRS, Inc. and certain subsidiaries of Mountain Merger Sub Corp., have made separate joint elections to treat these subsidiaries as TRSs.  As such, each of these TRSs is taxable as a domestic C corporation and subject to federal, state and local income taxes based upon their taxable income.

The provisions of ASC 740, Income Taxes (“ASC 740”), clarify the accounting for uncertainty in income taxes recognized in financial statements and prescribe a recognition threshold and measurement attribute for uncertain tax positions taken or expected to be taken on a tax return. ASC 740 also requires that interest and penalties related to unrecognized tax benefits be recognized in the financial statements. The Company does not have any unrecognized tax benefits that would affect its financial position. Thus, no accruals for penalties and interest were deemed necessary at September 30, 2019 and December 31, 2018.

The state and local tax jurisdictions for which the Company is subject to tax-filing obligations recognize the Company’s status as a REIT, and therefore, the Company generally does not pay income tax in such jurisdictions. The Company may, however, be subject to certain minimum state and local tax filing fees as well as certain excise, franchise or business taxes. The Company’s TRSs are subject to federal, state and local taxes.

During the three and nine months ended September 30, 2019, the Company recorded ($6.9) million and ($10.2) million, respectively, of income tax benefit attributable to its TRSs. During the three and nine months ended September 30, 2018, the Company recorded ($7.1) million and ($3.3) million, respectively of income tax benefit attributable to its TRSs. The Company’s federal, state and local tax returns from 2016 and forward remain open for examination.

18.  RISK MANAGEMENT

The primary risks to the Company are capital, liquidity and funding risk, investment/market risk and credit risk. Interest rates are highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors beyond the Company’s control. Changes in the general level of interest rates can affect net interest income, which is the difference between the interest income earned on interest earning assets and the interest expense incurred in connection with the interest bearing liabilities, by affecting the spread between the interest earning assets and interest bearing liabilities. Changes in the level of interest rates can also affect the value of the interest earning assets and the Company’s ability to realize gains from the sale of these assets. A decline in the value of the interest earning assets pledged as collateral for borrowings under repurchase agreements and derivative contracts could result in the counterparties demanding additional collateral or liquidating some of the existing collateral to reduce borrowing levels.

The Company may seek to mitigate the potential financial impact by entering into interest rate agreements such as interest rate swaps, interest rate swaptions and other hedges.

Weakness in the mortgage market, the shape of the yield curve and changes in the expectations for the volatility of future interest rates may adversely affect the performance and market value of the Company’s investments. This could negatively impact the Company’s book value. Furthermore, if many of the Company’s lenders are unwilling or unable to provide additional financing, the Company could be forced to sell its investments at an inopportune time when prices are depressed. The Company has established policies and procedures for mitigating risks, including conducting scenario and sensitivity analyses and utilizing a range of hedging strategies.

The payment of principal and interest on the Freddie Mac and Fannie Mae Agency mortgage-backed securities, which exclude CRT securities issued by Freddie Mac and Fannie Mae, is guaranteed by those respective agencies and the payment of principal and interest on Ginnie Mae Agency mortgage-backed securities is backed by the full faith and credit of the U.S. government. Substantially all of the Company’s Agency mortgage-backed securities have an actual or implied “AAA” rating.

The Company faces credit risk on the portions of its portfolio which are not guaranteed by the respective Agency or by the full faith and credit of the U.S. government. The Company is exposed to credit risk on CRE Debt and Preferred Equity Investments, real estate investments, commercial mortgage-backed securities, residential mortgage loans, CRT securities, other non-Agency mortgage-backed securities and corporate debt. MSR values may also be adversely impacted if overall costs to service the underlying mortgage loans increase due to borrower performance. The Company is exposed to risk of loss if an issuer, borrower, tenant or counterparty fails to perform its obligations under contractual terms. The Company has established policies and procedures for mitigating credit risk, including reviewing and establishing limits for credit exposure, limiting transactions with specific counterparties, maintaining qualifying collateral and continually assessing the creditworthiness of issuers, borrowers, tenants and counterparties.

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Item 1. Financial Statements

19.  RELATED PARTY TRANSACTIONS

Management Agreement

The Company and the Manager have entered into a management agreement pursuant to which the Company’s management is conducted by the Manager through the authority delegated to it in the Management Agreement and pursuant to the policies established by the Board (the “Externalization”). The management agreement was effective as of July 1, 2013 and was amended on November 5, 2014, amended and restated on April 12, 2016, amended and restated on August 1, 2018, and amended on March 27, 2019 (the management agreement, as amended and restated, is referred to as “Management Agreement”).

Under the Management Agreement, the Manager, subject to the supervision and direction of the Board, is responsible for (i) the selection, purchase and sale of assets for the Company’s investment portfolio; (ii) recommending alternative forms of capital raising; (iii) supervising the Company’s financing and hedging activities; and (iv) day to day management functions. The Manager also performs such other supervisory and management services and activities relating to the Company’s assets and operations as may be appropriate. In exchange for the management services, the Company pays the Manager a monthly management fee, and the Manager is responsible for providing personnel to manage the Company. Prior to the most recent amendment to the Management Agreement, which was executed on March 27, 2019, the Company had paid the Manager a flat monthly management fee equal to 1/12th of 1.05% of Stockholders’ Equity (as defined in the Management Agreement) for its management services. Pursuant to the March 27, 2019 amendment to the Management Agreement, the Company now pays the Manager a monthly management fee for its management services in an amount equal to 1/12th of the sum of (i) 1.05% of Stockholders' Equity (as defined in the Management Agreement) up to $17.28 billion, and (ii) 0.75% of Stockholders' Equity (as defined in the Management Agreement) in excess of $17.28 billion. The Company does not pay the Manager any incentive fees.

For the three and nine months ended September 30, 2019, the compensation and management fee was $41.2 million and $130.2 million, respectively. For the three and nine months ended September 30, 2018, the compensation and management fee was $46.0 million and $136.1 million, respectively.

Following the unanimous approval of the Company’s independent directors (the “Independent Directors”), in August 2018, the Company began reimbursing the Manager for certain services in connection with the management and operations of the Company and its subsidiaries as permitted under the terms of the Management Agreement. Such reimbursable expenses include the cost for certain legal, tax, accounting and other support and advisory services provided by employees of the Manager to the Company. Pursuant to the Management Agreement, the Company may reimburse the Manager for the cost of such services, provided such costs are no greater than those that would be payable to comparable third party providers. As part of an expense management initiative undertaken by the Manager, expense reimbursement payments were voluntarily waived for the three months ended September 30, 2019. Expense reimbursements and related waivers are routinely reviewed with the Audit Committee of the Board in conformance with established policies. Reimbursement payments to the Manager were $14.3 million for the nine months ended September 30, 2019. None of the reimbursement payments are attributable to compensation of the Company’s executive officers.

At September 30, 2019 and December 31, 2018 the Company had amounts payable to the Manager of $12.7 million and $16.0 million, respectively.

The Management Agreement’s current term ends on December 31, 2019 and will automatically renew for successive two-year terms unless at least two-thirds of the Independent Directors or the holders of a majority of the outstanding shares of the Company’s common stock in their sole discretion elect to terminate the agreement for any or no reason upon 365 days prior written notice (such notice, a “Termination Notice”).

If the Company makes an election to terminate the Management Agreement, the Company may elect to accelerate the termination date (the “Termination Date”) to a date that is between seven and 90 days after the date of the Company’s delivery of a Termination Notice (the “Notice Delivery Date”). If the Company does not make an election to accelerate the Termination Date, then the Manager may elect to accelerate the Termination Date to the date that is 90 days after the Notice Delivery Date. If the Termination Date is accelerated (such date, the “Accelerated Termination Date”) by either the Company or the Manager, in addition to any amounts accrued for the period prior to the Accelerated Termination Date, the Company shall pay the Manager an acceleration fee (the “Acceleration Fee”) in an amount equal to the average annual management fee earned by the Manager during the 24-month period immediately preceding such Accelerated Termination Date multiplied by a fraction with a numerator of 365 minus the number of days from the Notice Delivery Date to the Accelerated Termination Date, and a denominator of 365.

The Management Agreement may also be terminated by the Manager for any reason or no reason upon 365 days prior written notice, or with shorter notice periods by either the Company or the Manager for cause or by the Company in the event of a sale of the Manager that was not pre-approved by the Independent Directors.

The Management Agreement may be amended or modified by agreement between the Company and the Manager.

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Item 1. Financial Statements

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

20.  LEASE COMMITMENTS AND CONTINGENCIES

The Company adopted ASU 2016-02, Leases (Topic 842) on January 1, 2019 with no impact to retained earnings or other components of equity. The Company’s operating leases are primarily comprised of a corporate office lease with a remaining lease term of six years. The corporate office lease includes an option to extend for up to five years, however the extension term was not included in the operating lease liability calculation. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. The lease cost for the three and nine months ended September 30, 2019 was $0.8 million and $2.4 million, respectively.

Supplemental information related to leases as of and for the nine months ended September 30, 2019 was as follows:

Operating Leases	Classification	September 30, 2019
Assets	(dollars in thousands)
Operating lease right-of-use assets	Other assets	$	16,427
Liabilities
Operating lease liabilities (1)	Other liabilities	$	21,217
Lease term and discount rate
Weighted average remaining lease term		5.9 years
Weighted average discount rate (1)		2.9%
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases		$	2,784
(1)     As the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at adoption date in determining the present value of lease payments.

The following table provides details related to maturities of lease liabilities:

	Maturity of Lease Liabilities
Years ending December 31,	(dollars in thousands)
2019 (remaining)	$	928
2020	3,799
2021	3,918
2022	3,862
2023	3,862
Later years	6,757
Total lease payments	$	23,126
Less imputed interest	1,909
Present value of lease liabilities	$	21,217

Contingencies

From time to time, the Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material effect on the Company’s consolidated financial statements. There were no material contingencies at September 30, 2019 and December 31, 2018.

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Item 1. Financial Statements

21.  ARCOLA REGULATORY REQUIREMENTS

Arcola is the Company’s wholly owned and consolidated broker-dealer. Arcola is subject to regulations of the securities business that include but are not limited to trade practices, use and safekeeping of funds and securities, capital structure, recordkeeping and conduct of directors, officers and employees. 

Arcola is a member of various clearing organizations with which it maintains cash required to conduct its day-to-day clearance activities. Arcola enters into reverse repurchase agreements and repurchase agreements as part of its matched book trading activity. Reverse repurchase agreements are recorded on settlement date at the contractual amount and are collateralized by mortgage-backed or other securities. Arcola generates income from the spread between what is earned on the reverse repurchase agreements and what is paid on the matched repurchase agreements. Arcola’s policy is to obtain possession of collateral with a market value in excess of the principal amount loaned under reverse repurchase agreements. To ensure that the market value of the underlying collateral remains sufficient, collateral is valued daily, and Arcola will require counterparties to deposit additional collateral, when necessary.  All reverse repurchase activities are transacted under master repurchase agreements or other documentation that give Arcola the right, in the event of default, to liquidate collateral held and in some instances, to offset receivables and payables with the same counterparty.

As a member of the Financial Industry Regulatory Authority (“FINRA”), Arcola is required to maintain a minimum net capital balance. At September 30, 2019 Arcola had a minimum net capital requirement of $0.3 million. Arcola consistently operates with capital in excess of its regulatory capital requirements. Arcola’s regulatory net capital as defined by SEC Rule 15c3-1, at September 30, 2019 was $397.3 million with excess net capital of $397.0 million.

22.  ACQUISITION OF MTGE INVESTMENT CORP.

On September 7, 2018, Mountain Merger Sub Corporation, a wholly-owned subsidiary of the Company, completed its acquisition of MTGE Investment Corp. (“MTGE”), an externally managed hybrid mortgage REIT, for aggregate consideration to MTGE common shareholders of $906.2 million, consisting of $455.9 million in equity consideration and $450.3 million in cash consideration (the “MTGE Acquisition”). The Company issued 43.6 million shares of common stock as part of the consideration for the MTGE Acquisition. In addition, as part of the MTGE Acquisition, each share of MTGE 8.125% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (each, a “MTGE Preferred Share”), that was outstanding as of immediately prior to the completion of the MTGE Acquisition was converted into one share of a newly-designated series of the Company’s preferred stock, par value $0.01 per share, which the Company classified and designated as Series H Preferred Stock, and which have rights, preferences, privileges and voting powers substantially the same as a MTGE Preferred Share.

The MTGE Acquisition was accounted for as an asset acquisition in accordance with Accounting Standards Codification 805 Business Combinations (“ASC 805”). Under ASC 805, an acquisition does not qualify as a business combination if the acquisition does not meet the definition of a business. GAAP defines a business as an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs, or other economic benefits directly to investors or other owners, members, or participants. Since the Company did not acquire the external management agreement with the MTGE’s third party manager, there were no substantive processes acquired as part of the acquisition. Therefore, the MTGE Acquisition was not considered a business combination.

Under ASC 805, an asset acquisition is accounted for under the cost accumulation model which allocates the cost of the acquisition which generally includes direct transaction costs to the individual assets acquired and liabilities assumed on the basis of relative fair value with certain exceptions including financial assets and current assets. These exceptions are excluded from the cost accumulation method since recognizing these assets at amounts other than their fair value would result in a subsequent gain or loss upon re-measurement.The allocation of the consideration paid as part of the transaction and its assignment to the initial carrying value of the MTGE portfolio is noted in the below table.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

	September 2018
Consideration transferred	(dollars in thousands)
Cash	$	450,287
Common equity	455,943
Preferred shares
Exchange of MTGE preferred stock for Annaly preferred stock	55,000
Total consideration	$	961,230
Net assets
Cash and cash equivalents	$	191,953
Securities	4,111,930
Real estate, net	277,648
Derivative assets	18,629
Reverse repurchase agreements	938,251
Receivable for unsettled trades	6,809
Principal receivable	44,462
Interest receivable	14,282
Intangible assets, net	14,483
Other assets	50,105
Total assets acquired	5,668,552
Repurchase agreements	3,561,816
Mortgages payable	201,629
U.S. Treasury securities sold, not yet purchased	934,149
Derivative liabilities	2,498
Interest payable	22,220
Dividends payable	819
Other liabilities	28,715
Total liabilities assumed	4,751,846
Net assets acquired	$	916,706

47

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

23.  SUBSEQUENT EVENTS

In October 2019, the Company completed and closed its fifth securitization of residential mortgage loans for the 2019 calendar year, OBX 2019-EXP3 Trust, with a face value of $465.5 million. The securitization represented a financing transaction which provided non-recourse financing to the Company collateralized by residential mortgage loans purchased by the Company.

In October 2019, the Company repurchased 7.9 million shares of its common stock for an aggregate amount of $68.2 million, excluding commission costs, under the Company’s stock repurchase program.

48

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Special Note Regarding Forward-Looking Statements

Certain statements contained in this quarterly report, and certain statements contained in our future filings with the Securities and Exchange Commission (the “SEC” or the “Commission”), in our press releases or in our other public or stockholder communications contain or incorporate by reference certain forward-looking statements which are based on various assumptions (some of which are beyond our control) and may be identified by reference to a future period or periods or by the use of forward-looking terminology, such as “may,” “will,” “believe,” “expect,” “anticipate,” “continue,” or similar terms or variations on those terms or the negative of those terms. Actual results could differ materially from those set forth in forward-looking statements due to a variety of factors, including, but not limited to, changes in interest rates; changes in the yield curve; changes in prepayment rates; the availability of mortgage-backed securities and other securities for purchase; the availability of financing and, if available, the terms of any financing; changes in the market value of our assets; changes in business conditions and the general economy; our ability to grow our commercial business; our ability to grow our residential credit business; our ability to grow our middle market lending business; credit risks related to our investments in credit risk transfer securities, residential mortgage-backed securities and related residential mortgage credit assets, commercial real estate assets and corporate debt; risks related to investments in MSRs; our ability to consummate any contemplated investment opportunities; changes in government regulations or policy affecting our business; our ability to maintain our qualification as a REIT for U.S. federal income tax purposes; and our ability to maintain our exemption from registration under the Investment Company Act. For a discussion of the risks and uncertainties which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in our most recent Annual Report on Form 10-K and Item 1A “Risk Factors” in this quarterly report on Form 10-Q. We do not undertake, and specifically disclaim any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our most recent annual report on Form 10-K. All references to “Annaly,” “we,” “us,” or “our” mean Annaly Capital Management, Inc. and all entities owned by us, except where it is made clear that the term means only the parent company.  Refer to the section titled “Glossary of Terms” located at the end of this Item 2 for definitions of commonly used terms in this quarterly report on Form 10-Q.

49

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

INDEX TO ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	Page
Overview	51
Business Environment	51
Economic Environment	51
Results of Operations	52
Net Income (Loss) Summary	52
Non-GAAP Financial Measures	52
Core earnings and core earnings (excluding PAA), core earnings attributable to common stockholders and core earnings attributable to common stockholders (excluding PAA), core earnings and core earnings (excluding PAA) per average common share and annualized core return on average equity (excluding PAA)	52
Premium Amortization Expense	54
Interest Income (excluding PAA), economic interest expense and economic net interest income (excluding PAA)	55
Experienced and Projected Long-term CPR	56
Average Yield on Interest Earning Assets (excluding PAA), Net Interest Spread (excluding PAA) and Net Interest Margin (excluding PAA)	56
Economic Interest Expense and Average Cost of Interest Bearing Liabilities	57
Realized and Unrealized Gains (Losses)	58
Other Income (Loss)	59
General and Administrative Expenses	59
Return on Average Equity	60
Unrealized Gains and Losses - Available-for-Sale Investments	60
Financial Condition	61
Residential Securities	61
Contractual Obligations	65
Off-Balance Sheet Arrangements	65
Capital Management	65
Stockholders’ Equity	66
Capital Stock	66
Leverage and Capital	67
Risk Management	67
Risk Appetite	67
Governance	67
Description of Risks	67
Capital, Liquidity and Funding Risk Management	69
Funding	69
Excess Liquidity	70
Maturity Profile	72
Stress Testing	73
Liquidity Management Policies	73
Investment/Market Risk Management	74
Credit Risk Management	75
Counterparty Risk Management	75
Operational Risk Management	76
Compliance, Regulatory and Legal Risk Management	76
Critical Accounting Policies and Estimates	76
Valuation of Financial Instruments	76
Residential Securities	76
Residential Mortgage Loans	76
Commercial Real Estate Investments	76
Interest Rate Swaps	77
Revenue Recognition	77
Consolidation of Variable Interest Entities	77
Use of Estimates	77
Glossary of Terms	78

 

50

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

Overview

We are a leading diversified capital manager that invests in and finances residential and commercial assets. Our principal business objective is to generate net income for distribution to our stockholders and to preserve capital through prudent selection of investments and continuous management of our portfolio. We are a Maryland corporation that has elected to be taxed as a REIT. We are externally managed by Annaly Management Company LLC (“Manager”). Our common stock is listed on the New York Stock Exchange under the symbol “NLY.”

We use our capital coupled with borrowed funds to invest primarily in real estate related investments, earning the spread between the yield on our assets and the cost of our borrowings and hedging activities.

For a full discussion of our business, refer to the section titled “Business Overview” in our most recent Annual Report on Form 10-K.

Business Environment

U.S. Treasuries continued to rally in the third quarter of 2019. In August 2019, financial markets anticipated a marked slowdown in growth and inflation expectation as global manufacturing data continued to disappoint and the U.S.-China trade dispute underwent a sharp escalation. For the third quarter of 2019, the Treasury curve bull flattened with 30-year bonds rallying over 40 basis points (“bps”) and 2-year U.S. Treasury rates lowering by 13 bps. Prior to this shift in sentiment in August 2019, spread products including Agency mortgage-backed securities (“MBS”) had performed well with spreads tighter across coupons. However, the rally in rates in August 2019, combined with the risk-off sentiment, pushed spreads wider across the spectrum. This was particularly negative for Agency MBS. Even before the rally, the faster than expected August prepayment report had sharply reduced carry in generic new issue Agency MBS. The rally in rates ensured that this carry is unlikely to increase meaningfully over the next few months. Agency MBS performance in August as measured by the Bloomberg MBS excess index was one of the worst months since the financial crisis of 2008. However, as rates stabilized towards the end of the quarter, attractive valuation caused mortgages to perform well in September 2019. Overall, for the third quarter of 2019, Agency MBS were only modestly wider than the previous quarter and risk assets were relatively unchanged. But, the headline numbers do not fully capture the volatility in the price action throughout the quarter.

Looking forward, Agency MBS are attractive from a valuation perspective on both an absolute and relative comparison to other high credit quality spread products. However, carry over the near-term has been eroded by fast short-term prepayment speeds and elevated financing rates, making it less likely that investor demand will increase meaningfully over the next few months despite current attractive valuations. Absent a further rally in rates, refinancing activity is likely to moderate over time and seasonal factors should push housing turnover activity lower. Meanwhile, economic fundamentals remain relatively healthy as described further below, in turn supporting our investments in credit sectors, which have seen healthy performance in 2019 so far.

Turning to financing, Agency repo rates remained elevated throughout the quarter, which culminated in the sharp increase in overnight money market interest rates in mid-September, as too little cash had to finance too much debt issuance. The spike in financing rates necessitated the Federal Reserve (“Fed”) to alleviate the shortage of liquidity by supplying more ample bank reserves both temporarily as well as through a more permanent expansion of its balance sheet. Following the Fed’s measures, overnight and shorter-term repo markets have largely normalized. We believe that the added liquidity, combined with the lower short-term interest rates following three Fed rate cuts, will improve MBS carry in coming quarters.

Economic Environment

The pace of economic growth slowed from its growth rate in the second quarter of 2019, with gross domestic product (“GDP”) registering an annualized 1.9% growth rate in the third quarter of 2019. Economic growth nonetheless included robust personal consumption, which contributed 1.9% to the annualized GDP growth rate, to offset slowdowns in other sectors of the economy.

Inflation remained below the Fed’s 2% target in the second quarter of 2019 as measured by the year-over-year changes in the Personal Consumption Expenditure Chain Price Index (“PCE”). The headline PCE measure increased by 1.3% year-over-year in September 2019. The more stable core PCE measure, which excludes volatile food and energy prices, registered an increase of 1.7% year-over-year, on a broad-based slowdown in price increases in a number of inflation-components. The Fed expects the core and headline PCE measures to rebound to levels close to their 2% target over the medium term following the shift in monetary policy seen in the quarter.

The Fed currently conducts monetary policy with a dual mandate: full employment and price stability. The unemployment rate fell from 3.7% to 3.5% during the third quarter of 2019, remaining below the Fed’s estimate of the long-run unemployment rate of 4.2%, according to the Bureau of Labor Statistics and Federal Reserve Board. The economy added 157,000 jobs per month in the second quarter of 2019, down from 223,000 jobs added per month in 2018. Wage growth, as measured by the year-over-year

51

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

change in private sector Average Hourly Earnings, slowed, reading 2.9% in the month of September 2019 compared to 3.2% in the month of June 2019. 

During the third quarter of 2019, the Federal Open Market Committee (“FOMC”) reduced the Federal Funds Target Rate by a combined 50 bps to a range of 1.75% - 2.00% given continued disappointing economic growth overseas, a slowdown in the manufacturing sector growth, and increased downside risks to the U.S. economy. Going forward, market participants expect the FOMC to ease further to help sustain the economic expansion. Based on market pricing after the 25 bps cut delivered at the October 2019 FOMC meeting, there is an implied eighty percent chance that the Fed will reduce the Federal Funds Target Rate by an additional 25 bps by the end of the first quarter of 2020.  

During the quarter ended September 30, 2019, the 10-year U.S. Treasury rate rallied 34 bps as the shift in Fed communications lowered interest rates, while concerns around economic growth supported demand for safe assets, such as U.S. Treasuries. The mortgage basis, or the spread between the 30-year Agency mortgage-backed security coupon and 10-year U.S. Treasury rate, widened as mortgage-backed securities saw more supply as a result of increased refinancing activity at lower interest rate levels.

The following table presents interest rates and spreads at each date presented:

	September 30, 2019	December 31, 2018	September 30, 2018
30-Year mortgage current coupon	2.61%	3.50%	3.81%
Mortgage basis	95 bps	82 bps	75 bps
10-Year U.S. Treasury rate	1.66%	2.68%	3.06%
LIBOR
1-Month	2.02%	2.50%	2.26%
6-Month	2.06%	2.88%	2.60%

 

London Interbank Offered Rate (“LIBOR”) Transition

We have established a cross-functional LIBOR transition committee to determine our transition plan and facilitate an orderly transition to alternative reference rates. Our plan includes steps to evaluate exposure, review contracts, assess impact to our businesses, processes and technology and define a communication strategy with shareholders, regulators and other stakeholders. The committee also continues to engage with industry working groups and other market participants regarding the transition.

Results of Operations

The results of our operations are affected by various factors, many of which are beyond our control. Certain of such risks and uncertainties are described herein (see “Special Note Regarding Forward-Looking Statements” above) and in Part I, Item 1A. “Risk Factors” of our most recent Annual Report on Form 10-K.

This Management Discussion and Analysis section contains analysis and discussion of financial results computed in accordance with U.S. generally accepted accounting principles (“GAAP”) and non-GAAP measurements. To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we provide non-GAAP financial measures 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.

Please refer to the “Non-GAAP Financial Measures” section for additional information.

Net Income (Loss) Summary

The following table presents financial information related to our results of operations as of and for the three and nine months ended September 30, 2019 and 2018.

	As of and for the Three Months Ended September 30,						As of and for the Nine Months Ended September 30,
	2019			2018			2019			2018
	(dollars in thousands, except per share data)
Interest income	$	919,299		$	816,596		$	2,713,083		$	2,472,889
Interest expense	766,905			500,973			2,164,817			1,311,086
Net interest income	152,394			315,623			548,266			1,161,803
Realized and unrealized gains (losses)	(875,406		)	199,716			(3,796,814		)	1,339,051
Other income (loss)	35,074			(10,643		)	93,757			57,550
Less: General and administrative expenses	66,138			126,509			228,283			252,800
Income (loss) before income taxes	(754,076		)	378,187			(3,383,074		)	2,305,604
Income taxes	(6,907		)	(7,242		)	(10,241		)	(3,416		)
Net income (loss)	(747,169		)	385,429			(3,372,833		)	2,309,020
Less: Net income (loss) attributable to noncontrolling interests	(110		)	(149		)	(294		)	(277		)
Net income (loss) attributable to Annaly	(747,059		)	385,578			(3,372,539		)	2,309,297
Less: Dividends on preferred stock (1)	36,151			31,675			101,067			96,818
Net income (loss) available (related) to common stockholders	$	(783,210	)	$	353,903		$	(3,473,606	)	$	2,212,479
Net income (loss) per share available (related) to common stockholders
Basic	$	(0.54	)	$	0.29		$	(2.42	)	$	1.88
Diluted	$	(0.54	)	$	0.29		$	(2.42	)	$	1.88
Weighted average number of common shares outstanding
Basic	1,453,359,211			1,202,353,851			1,436,204,582			1,174,292,701
Diluted	1,453,359,211			1,202,353,851			1,436,204,582			1,174,292,701
Other information
Asset portfolio at period-end	$	125,840,378		$	101,192,482		$	125,840,378		$	101,192,482
Average total assets	$	130,378,448		$	102,397,400		$	121,429,243		$	101,734,271
Average equity	$	15,465,556		$	14,364,856		$	15,207,589		$	14,386,055
Leverage at period-end (2)	7.3:1			5.9:1			7.3:1			5.9:1
Economic leverage at period-end (3)	7.7:1			6.7:1			7.7:1			6.7:1
Capital ratio (4)	11.2		%	12.6		%	11.2		%	12.6		%
Annualized return on average total assets	(2.29		%)	1.51		%	(3.70		%)	3.03		%
Annualized return on average equity	(19.32		%)	10.73		%	(29.57		%)	21.40		%
Annualized core return on average equity (excluding PAA) (5)	8.85		%	10.85		%	10.23		%	10.73		%
Net interest margin (6)	0.75		%	1.49		%	0.95		%	1.65		%
Net interest margin (excluding PAA) (5)	1.10		%	1.50		%	1.29		%	1.53		%
Average yield on interest earning assets	2.89		%	3.21		%	3.02		%	3.23		%
Average yield on interest earning assets (excluding PAA) (5)	3.26		%	3.22		%	3.39		%	3.09		%
Average cost of interest bearing liabilities (7)	2.28		%	2.08		%	2.29		%	1.96		%
Net interest spread	0.61		%	1.13		%	0.73		%	1.27		%
Net interest spread (excluding PAA) (5)	0.98		%	1.14		%	1.10		%	1.13		%
Weighted average experienced CPR for the period	14.6		%	10.3		%	11.0		%	9.8		%
Weighted average projected long-term CPR at period-end	16.3		%	9.1		%	16.3		%	9.1		%
Common stock book value per share	$	9.21		$	10.03		$	9.21		$	10.03
Interest income (excluding PAA) (5)	$	1,036,451		$	819,982		$	3,051,869		$	2,365,396
Economic interest expense (5) (7)	$	678,439		$	449,624		$	1,858,663		$	1,276,422
Economic net interest income (excluding PAA) (5)	$	358,012		$	370,358		$	1,193,206		$	1,088,974
Core earnings (5)	$	224,779		$	386,280		$	827,453		$	1,265,244
Premium amortization adjustment cost (benefit)	$	117,152		$	3,386		$	338,786		$	(107,493	)
Core earnings (excluding PAA) (5)	$	341,931		$	389,666		$	1,166,239		$	1,157,751
Core earnings per common share (5)	$	0.13		$	0.29		$	0.51		$	1.00
PAA cost (benefit) per common share (5)	$	0.08		$	0.01		$	0.23		$	(0.10	)
Core earnings (excluding PAA) per common share (5)	$	0.21		$	0.30		$	0.74		$	0.90
(1)    The three months ended September 30, 2019 exclude cumulative and undeclared dividends of $0.3 million on our Series I Preferred Stock as of June 30, 2019. (2)    Debt consists of repurchase agreements, other secured financing, debt issued by securitization vehicles and mortgages payable. Debt issued by securitization vehicles, certain credit facilities (included within other secured financing), and mortgages payable are non-recourse to us. (3)    Computed as the sum of Recourse Debt, TBA derivative and CMBX notional outstanding and net forward purchases (sales) of investments divided by total equity. (4)    Calculated as total stockholders’ equity divided by total assets inclusive of outstanding market value of TBA positions and exclusive of consolidated VIEs. (5)    Represents a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for additional information. (6)    Represents the sum of our interest income plus TBA dollar roll income and CMBX coupon income less interest expense and the net interest component of interest rate swaps divided by the sum of average Interest Earning Assets plus average outstanding TBA contract and CMBX balances. (7)    Average cost on interest bearing liabilities represents annualized economic interest expense divided by average interest bearing liabilities. Average interest bearing liabilities reflects the average amortized cost during the period. Economic interest expense is comprised of GAAP interest expense and the net interest component of interest rate swaps.

 

GAAP

For the Three Months Ended September 30, 2019 and 2018

Net income (loss) was ($747.2) million, which includes ($0.1) million attributable to noncontrolling interests, or ($0.54) per average basic common share, for the three months ended September 30, 2019 compared to $385.4 million, which includes ($0.1) million attributable to noncontrolling interests, or $0.29 per average basic common share, for the same period in 2018. We attribute the majority of the change in net income (loss) to unfavorable changes in unrealized gains (losses) on interest rate swaps and realized gains (losses) on termination or maturity of interest rate swaps, and higher interest expense, partially offset by favorable changes in net gains (losses) on disposal of investments and higher interest income. Net unrealized gains (losses) on interest rate swaps was ($326.3) million for the three months ended September 30, 2019 compared to $417.2 million for the same period in 2018. Realized gains (losses) on termination or maturity of interest rate swaps was ($682.6) million for the three months ended September 30, 2019 compared to $0.6 million for the same period in 2018. Refer to the section titled “Realized and Unrealized Gains (Losses)” located within this Item 2. for additional information related to these changes. Interest expense increased to $766.9 million for the three months ended September 30, 2019 compared to $501.0 million for the same period in 2018, reflecting an increase in average Interest Bearing Liabilities and higher borrowing rates. Net gains (losses) on disposal of investments was $66.5 million for the three months ended September 30, 2019 compared to ($324.3) million for the same period in 2018. Refer to the section titled “Realized and Unrealized Gains (Losses)” located within this Item 2. for additional information related to this change. Interest income increased to $919.3 million for the three months ended September 30, 2019 compared to $816.6 million for the same period in 2018, reflecting an increase in average Interest Earning Assets.

For the Nine Months Ended September 30, 2019 and 2018

Net income (loss) was ($3.4) billion, which includes ($0.3) million attributable to noncontrolling interests, or ($2.42) per average basic common share, for the nine months ended September 30, 2019 compared to $2.3 billion, which includes ($0.3) million attributable to noncontrolling interests, or $1.88 per average basic common share, for the same period in 2018. We attribute the majority of the change in net income (loss) to unfavorable changes in unrealized gains (losses) on interest rate swaps, realized gains (losses) on termination or maturity of interest rate swaps and net gains (losses) on other derivatives, and higher interest expense, partially offset by lower losses on disposal of investments and higher interest income. Net unrealized gains (losses) on interest rate swaps was ($2.0) billion for the nine months ended September 30, 2019 compared to $1.7 billion for the same period in 2018. Realized gains (losses) on termination or maturity of interest rate swaps was ($1.4) billion for the nine months ended September 30, 2019 compared to $1.4 million for the same period in 2018. Net gains (losses) on other derivatives was ($638.5) million for the nine months ended September 30, 2019 compared to $81.9 million for the same period in 2018. Refer to the section titled “Realized and Unrealized Gains (Losses)” located within this Item 2. for additional information related to these changes. Interest expense increased to $2.2 billion for the three months ended September 30, 2019 compared to $1.3 billion for the same period in 2018, reflecting an increase in average Interest Bearing Liabilities and higher borrowing rates. Net losses on disposal of investments was ($65.7) million for the three months ended September 30, 2019 compared to ($376.9) million for the same period in 2018. Refer to the section titled “Realized and Unrealized Gains (Losses)” located within this Item 2. for additional information related to this change. Interest income increased to $2.7 billion for the nine months ended September 30, 2019 compared to $2.5 billion for the same period in 2018, reflecting an increase in average Interest Earning Assets.

Non-GAAP

For the Three Months Ended September 30, 2019 and 2018

Core earnings (excluding premium amortization adjustment (“PAA”)) were $341.9 million, or $0.21 per average common share, for the three months ended September 30, 2019, compared to $389.7 million, or $0.30 per average common share, for the same period in 2018. The change in core earnings (excluding PAA) during the three months ended September 30, 2019 compared to the same period in 2018 was primarily due to an increase in interest expense from higher borrowing rates and an increase in average Interest Bearing Liabilities, partially offset by higher coupon income resulting from an increase in average Interest Earning Assets and favorable changes in the net interest component of interest rate swaps.

For the Nine Months Ended September 30, 2019 and 2018

Core earnings (excluding PAA) were $1.2 billion, or $0.74 per average common share, for the nine months ended September 30, 2019, compared to $1.2 billion, or $0.90 per average common share, for the same period in 2018. The change in core earnings (excluding PAA) during the nine months ended September 30, 2019 compared to the same period in 2018 was primarily due to favorable changes in the net interest component of interest rate swaps and higher coupon income earned resulting from an increase in average Interest Earning Assets, partially offset by an increase in interest expense from higher borrowing rates and an increase in average Interest Bearing Liabilities.

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we provide the following non-GAAP financial measures.

• core earnings and core earnings (excluding PAA);

• core earnings attributable to common stockholders and core earnings attributable to common stockholders (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, we may calculate our non-GAAP metrics, such as core earnings, or the PAA, differently than our peers making comparative analysis difficult. Additionally, in the case of non-GAAP measures that exclude the PAA, the amount of amortization expense excluding the PAA is not 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 may be useful to investors, and reconciliations to their most directly comparable GAAP results are provided below.

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

Our principal business objective is to generate net income for distribution to our stockholders and to preserve capital through prudent selection of investments and continuous management of our portfolio. We generate net income by earning a net interest spread on our investment portfolio, which is a function of interest income from our investment portfolio less financing, hedging and operating costs.  Core earnings, which is defined as the sum of (a) economic net interest income, (b) TBA dollar roll income and CMBX coupon income, (c) realized amortization of MSRs, (d) other income (loss) (excluding depreciation and amortization expense on real estate and related intangibles, non-core income allocated to equity method investments and other non-core components of other income (loss)), (e) general and administrative expenses (excluding transaction expenses and non-recurring items) and (f) income taxes (excluding the income tax effect of non-core income (loss) items), and core earnings (excluding PAA), which is defined as core earnings excluding the premium amortization adjustment representing the cumulative impact on prior periods, but not the current period, of quarter-over-quarter changes in estimated long-term prepayment speeds related to our Agency mortgage-backed securities, are used by management and, we believe, used by analysts and investors to measure our progress in achieving our principal business objective.  

We seek to fulfill our principal business objective through a variety of factors including portfolio construction, the degree of market risk exposure and related hedge profile, and the use and forms of leverage, all while operating within the parameters of our capital allocation policy and risk governance framework.

We believe these non-GAAP 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.

52

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

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

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2019			2018			2019			2018
	(dollars in thousands, except per share data)
GAAP net income (loss)	$	(747,169	)	$	385,429		$	(3,372,833	)	$	2,309,020
Net income (loss) attributable to noncontrolling interests	(110		)	(149		)	(294		)	(277		)
Net income (loss) attributable to Annaly	(747,059		)	385,578			(3,372,539		)	2,309,297
Adjustments to exclude reported realized and unrealized (gains) losses
Realized (gains) losses on termination or maturity of interest rate swaps	682,602			(575		)	1,438,349			(1,409		)
Unrealized (gains) losses on interest rate swaps	326,309			(417,203		)	1,992,884			(1,737,963		)
Net (gains) losses on disposal of investments	(66,522		)	324,294			65,727			376,943
Net (gains) losses on other derivatives	16,888			(94,827		)	638,458			(81,871		)
Net unrealized (gains) losses on instruments measured at fair value through earnings	1,091			39,944			(41,657		)	139,913
Loan loss provision	3,504			—			9,207			—
Adjustments to exclude components of other (income) loss
Depreciation and amortization expense related to commercial real estate (1)	9,974			9,278			30,235			9,278
Non-core (income) loss allocated to equity method investments (2)	4,541			(2,358		)	25,364			(2,358		)
Non-core other (income) loss (3)	—			44,525			—			44,525
Adjustments to exclude components of general and administrative expenses and income taxes
Transaction expenses and non-recurring items (4)	2,622			60,081			15,650			61,600
Income tax effect of non-core income (loss) items	(2,762		)	886			(5,543		)	886
Adjustments to add back components of realized and unrealized (gains) losses
TBA dollar roll income and CMBX coupon income (5)	15,554			56,570			86,917			207,414
MSR amortization (6)	(21,963		)	(19,913		)	(55,599		)	(61,011		)
Core earnings (7)	224,779			386,280			827,453			1,265,244
Less
Premium amortization adjustment cost (benefit)	117,152			3,386			338,786			(107,493		)
Core earnings (excluding PAA) (7)	$	341,931		$	389,666		$	1,166,239		$	1,157,751
Dividends on preferred stock (8)	36,151			31,675			101,067			96,818
Core earnings attributable to common stockholders (7)	$	188,628		$	354,605		$	726,386		$	1,168,426
Core earnings attributable to common stockholders (excluding PAA) (7)	$	305,780		$	357,991		$	1,065,172		$	1,060,933
GAAP net income (loss) per average common share	$	(0.54	)	$	0.29		$	(2.42	)	$	1.88
Core earnings per average common share (7)	$	0.13		$	0.29		$	0.51		$	1.00
Core earnings (excluding PAA) per average common share (7)	$	0.21		$	0.30		$	0.74		$	0.90
GAAP return (loss) on average equity	(19.32		%)	10.73		%	(29.57		%)	21.40		%
Core return on average equity (excluding PAA) (7)	8.85		%	10.85		%	10.23		%	10.73		%

⁽¹⁾  Includes depreciation and amortization expense related to equity method investments.

⁽²⁾  Represents unrealized (gains) losses allocated to equity interests in a portfolio of MSR and a realized gain on sale within an unconsolidated joint venture, which are components of Other income (loss).

⁽³⁾  Represents the amount of consideration paid for the acquisition of MTGE Investment Corp. (“MTGE”) in excess of the fair value of net assets acquired. This amount is primarily attributable to a decline in portfolio valuation between the pricing and closing dates of the transaction and is consistent with changes in market values observed for similar instruments over the same period.

⁽⁴⁾  Represents costs incurred in connection with securitizations of residential whole loans. The nine months ended September 30, 2019 also includes costs incurred in connection with the securitization of commercial loans. The three and nine months ended September 30, 2018 also includes costs incurred in connection with the the MTGE transaction.

⁽⁵⁾  TBA dollar roll income and CMBX coupon income each represent a component of Net gains (losses) on other derivatives. CMBX coupon income totaled $1.5 million and $3.4 million for the three and nine months ended September 30, 2019, respectively. CMBX coupon income totaled $1.2 million for the three and nine months ended September 30, 2018, respectively.

⁽⁶⁾  MSR amortization represents the portion of changes in fair value that is attributable to the realization of estimated cash flows on the Company’s MSR portfolio and is reported as a component of Net unrealized gains (losses) on instruments measured at fair value.

⁽⁷⁾  Represents a non-GAAP financial measure.

⁽⁸⁾  The three months ended September 30, 2019 exclude cumulative and undeclared dividends of $0.3 million on our Series I Preferred Stock as of June 30, 2019.

From time to time, we enter into TBA forward contracts 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

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

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 our Consolidated Statements of Financial Condition and recognize periodic changes in fair value as Net gains (losses) on other derivatives in our 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 other derivatives in the Consolidated Statements of Comprehensive Income (Loss).

The CMBX index is a synthetic tradable index referencing a basket of 25 commercial mortgage-backed securities of a particular rating and vintage. The CMBX index allows investors to take a long position (referred to as selling protection) or short position (referred to as purchasing protection) on the respective basket of commercial mortgage-backed securities and is structured as a “pay-as-you-go” contract whereby the protection seller receives and the protection buyer pays a standardized running coupon on the contracted notional amount. Additionally, the protection seller is obligated to pay to the protection buyer the amount of principal losses and/or coupon shortfalls on the underlying commercial mortgage-backed securities as they occur. We report income (expense) on CMBX positions in Net gains (losses) on other derivatives in the Consolidated Statements of Comprehensive Income (Loss). The coupon payments received or paid on CMBX positions is equivalent to interest income (expense) and therefore included in core earnings.

Premium Amortization Expense

In accordance with GAAP, we amortize or accrete premiums or discounts into interest income for our Agency mortgage-backed securities, excluding 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. 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 Constant Prepayment Rate (“CPR”).

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

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2019		2018		2019		2018
	(dollars in thousands)
Premium amortization expense	$	376,306	$	187,537	$	942,339	$	485,795
Less: PAA cost (benefit)	117,152		3,386		338,786		(107,493		)
Premium amortization expense (excluding PAA)	$	259,154	$	184,151	$	603,553	$	593,288

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Item 2. Management’s Discussion and Analysis

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2019		2018		2019		2018
	(per average common share)
Premium amortization expense	$	0.26	$	0.16	$	0.66	$	0.41
Less: PAA cost (benefit)	0.08		0.01		0.23		(0.10		)
Premium amortization expense (excluding PAA)	$	0.18	$	0.15	$	0.43	$	0.51

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 GAAP interest expense and the net interest component of interest rate swaps. 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 net interest component of 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. We may use market agreed coupon (“MAC”) interest rate swaps in which we may receive or make a payment at the time of entering into such interest rate swap to compensate for the off-market nature of such interest rate swap. In accordance with GAAP, upfront payments associated with MAC interest rate swaps are not reflected in the net interest component of interest rate swaps in the Consolidated Statements of Comprehensive Income (Loss). We did not enter into any MAC interest rate swaps during the three months ended September 30, 2019.

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)
For the three months ended	(dollars in thousands)
September 30, 2019	$	919,299	$	117,152		$	1,036,451
September 30, 2018	$	816,596	$	3,386		$	819,982
For the nine months ended
September 30, 2019	$	2,713,083	$	338,786		$	3,051,869
September 30, 2018	$	2,472,889	$	(107,493	)	$	2,365,396

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

	GAAP Interest Expense			Add: Net Interest Component of Interest Rate Swaps			Economic Interest Expense		GAAP Net Interest Income		Less: Net Interest Component of Interest Rate Swaps			Economic Net Interest Income		Add: PAA Cost (Benefit)			Economic Net Interest Income (excluding PAA)
For the three months ended			(dollars in thousands)
September 30, 2019	$	766,905		$	(88,466	)	$	678,439	$	152,394	$	(88,466	)	$	240,860	$	117,152		$	358,012
September 30, 2018	$	500,973		$	(51,349	)	$	449,624	$	315,623	$	(51,349	)	$	366,972	$	3,386		$	370,358
For the nine months ended
September 30, 2019	$	2,164,817		$	(306,154	)	$	1,858,663	$	548,266	$	(306,154	)	$	854,420	$	338,786		$	1,193,206
September 30, 2018	$	1,311,086		$	(34,664	)	$	1,276,422	$	1,161,803	$	(34,664	)	$	1,196,467	$	(107,493	)	$	1,088,974

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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 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 and for the periods presented.

	Experienced CPR (1)		Projected Long-term CPR (2)
For the three months ended
September 30, 2019	14.6	%	16.3	%
September 30, 2018	10.3	%	9.1	%
For the nine months ended
September 30, 2019	11.0	%	16.3	%
September 30, 2018	9.8	%	9.1	%

⁽¹⁾  For the three and nine months ended September 30, 2019 and 2018, respectively.

⁽²⁾  At September 30, 2019 and 2018, respectively.

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 as the sum of interest income (excluding PAA) plus TBA dollar roll income and CMBX coupon income less interest expense and the net interest component of interest rate swaps divided by the sum of average Interest Earning Assets plus average TBA contract and CMBX balances, provide management with additional measures of our profitability that management relies upon in monitoring the performance of the business.

Disclosure of these measures, which are presented below, provides investors with additional detail regarding how management evaluates our performance.

Net Interest Spread (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 (3)		Economic Net Interest Income (excluding PAA) (2)	Net Interest Spread (excluding PAA) (2)
For the three months ended	(dollars in thousands)
September 30, 2019	$	127,207,668	$	1,036,451	3.26	%	$	116,391,094	$	678,439	2.28	%	358,012	0.98	%
September 30, 2018	$	101,704,957	$	819,982	3.22	%	$	86,638,082	$	449,624	2.08	%	370,358	1.14	%
For the nine months ended
September 30, 2019	$	119,918,692	$	3,051,869	3.39	%	$	107,182,973	$	1,858,663	2.29	%	1,193,206	1.10	%
September 30, 2018	$	101,959,145	$	2,365,396	3.09	%	$	87,039,447	$	1,276,422	1.96	%	1,088,974	1.13	%
(1)    Based on amortized cost. (2)    Represents a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for additional information. (3)    Average cost on interest bearing liabilities represents annualized economic interest expense divided by average interest bearing liabilities. Average interest bearing liabilities reflects the average amortized cost during the period. Economic interest expense is comprised of  GAAP interest expense and the net interest component of interest rate swaps.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

Net Interest Margin (excluding PAA)

	Interest Income (excluding PAA) (1)		TBA Dollar Roll and CMBX Coupon Income (2)	Interest Expense		Net Interest Component of Interest Rate Swaps	Subtotal		Average Interest Earnings Assets		Average TBA Contract and CMBX Balances	Subtotal		Net Interest Margin (excluding PAA) (1)
For the three months ended			(dollars in thousands)
September 30, 2019	$	1,036,451	15,554	(766,905	)	88,466	$	373,566	$	127,207,668	9,248,502	$	136,456,170	1.10	%
September 30, 2018	$	819,982	56,570	(500,973	)	51,349	$	426,928	$	101,704,957	12,216,863	$	113,921,820	1.50	%
For the nine months ended
September 30, 2019	$	3,051,869	86,917	(2,164,817	)	306,154	$	1,280,123	$	119,918,692	12,311,322	$	132,230,014	1.29	%
September 30, 2018	$	2,365,396	207,414	(1,311,086	)	34,664	$	1,296,388	$	101,959,145	11,225,007	$	113,184,152	1.53	%

⁽¹⁾  Represents a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for additional information.

⁽²⁾  TBA dollar roll income and CMBX coupon income each represent a component of Net gains (losses) on other derivatives. CMBX coupon income totaled $1.5 million and $3.4 million for the three and nine months ended September 30, 2019, respectively. CMBX coupon income totaled $1.2 million for the three and nine months ended September 30, 2018.

Economic Interest Expense and Average Cost of Interest Bearing Liabilities

Typically, our largest expense is the cost of Interest Bearing Liabilities and the net interest component of interest rate swaps. 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
For the three months ended
September 30, 2019	$	116,391,094	$	111,004,216	$	678,439	2.28	%	2.18	%	2.11	%	0.07	%	0.10	%	0.17	%
September 30, 2018	$	86,638,082	$	86,981,115	$	449,624	2.08	%	2.11	%	2.54	%	(0.43	%)	(0.03	%)	(0.46	%)
For the nine months ended
September 30, 2019	$	107,182,973	$	111,004,216	$	1,858,663	2.29	%	2.37	%	2.45	%	(0.08	%)	(0.08	%)	(0.16	%)
September 30, 2018	$	87,039,447	$	86,981,115	$	1,276,422	1.96	%	1.91	%	2.38	%	(0.47	%)	0.05	%	(0.42	%)
(1)     Economic interest expense is comprised of GAAP interest expense and the net interest component of interest rate swaps.

Economic interest expense increased by $228.8 million for the three months ended September 30, 2019 compared to the same period in 2018. Economic interest expense increased by $582.2 million for the nine months ended September 30, 2019 compared to the same period in 2018. 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 the change in the net interest component of interest rate swaps which was $88.5 million for the three months ended September 30, 2019 compared to $51.3 million for the same period in 2018 and $306.2 million for the nine months ended September 30, 2019 compared to $34.7 million for the same period in 2018.

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 may 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 may 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 may differ during periods when we conduct equity capital raises, as in certain instances we may purchase additional assets and increase leverage in anticipation of an equity capital raise. Since our

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Item 2. Management’s Discussion and Analysis

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.

At September 30, 2019 and December 31, 2018, the majority of our debt represented repurchase agreements and other secured financing arrangements collateralized by a pledge of our Residential Securities, residential mortgage loans, commercial real estate investments and corporate loans. All of our Residential 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 maintain 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 other derivatives and net unrealized gains (losses) on instruments measured at fair value through earnings. These components of realized and unrealized gains (losses) for the three and nine months ended September 30, 2019 and 2018 were as follows:

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2019			2018			2019			2018
	(dollars in thousands)
Net gains (losses) on interest rate swaps (1)	$	(920,445	)	$	469,127		$	(3,125,079	)	$	1,774,036
Net gains (losses) on disposal of investments	66,522			(324,294		)	(65,727		)	(376,943		)
Net gains (losses) on other derivatives	(16,888		)	94,827			(638,458		)	81,871
Net unrealized gains (losses) on instruments measured at fair value through earnings	(1,091		)	(39,944		)	41,657			(139,913		)
Loan loss provision	(3,504		)	—			(9,207		)	—
Total	$	(875,406	)	$	199,716		$	(3,796,814	)	$	1,339,051
(1)     Includes the net interest component of interest rate swaps, realized gains (losses) on termination or maturity of interest rate swaps and unrealized gains (losses) on interest rate swaps.

For the Three Months Ended September 30, 2019 and 2018

Net gains (losses) on interest rate swaps for the three months ended September 30, 2019 was ($920.4) million compared to $469.1 million for the same period in 2018, primarily attributable to unfavorable changes in unrealized gains (losses) on interest rate swaps and realized gains (losses) on termination or maturity of interest rate swaps. Net unrealized gains (losses) on interest rate swaps was ($326.3) million for the three months ended September 30, 2019, reflecting a decline in forward interest rates, compared to $417.2 million for the same period in 2018, reflecting a rise in forward interest rates. Realized gains (losses) on termination or maturity of interest rate swaps was ($682.6) million resulting from interest rate swaps with a notional amount of $30.6 billion for the three months ended September 30, 2019 compared to $0.6 million resulting from the termination or maturity of interest rate swaps with a notional amount of $500.0 million for the same period in 2018.

Net gains (losses) on disposal of investments was $66.5 million for the three months ended September 30, 2019 compared to ($324.3) million for the same period in 2018. For the three months ended September 30, 2019, we disposed of Residential Securities with a carrying value of $11.1 billion for an aggregate net gain of $76.3 million. For the same period in 2018, we disposed of Residential Securities with a carrying value of $9.1 billion for an aggregate net loss of ($322.4) million.

Net gains (losses) on other derivatives was ($16.9) million for the three months ended September 30, 2019 compared to $94.8 million for the same period in 2018. The change in net gains (losses) on other derivatives was primarily comprised of changes in net gains (losses) on futures contracts, which was ($59.7) million for the three months ended September 30, 2019 compared to $213.5 million for the same period in 2018, net gains (losses) on TBA derivatives, which was $47.8 million for the three months ended September 30, 2019 compared to ($77.2) million for the same period in 2018, and net gains (losses) on interest rate swaptions, which was ($7.3) million for the three months ended September 30, 2019 compared to ($46.4) million for the same period in 2018.

Net unrealized gains (losses) on instruments measured at fair value through earnings was ($1.1) million for the three months ended September 30, 2019 compared to ($39.9) million for the same period in 2018, primarily due to favorable changes in unrealized gains (losses) on Agency interest-only investments, residential loans, credit risk transfer securities and non-Agency mortgage-backed securities, partially offset by unfavorable changes in unrealized gains (losses) on MSRs for the three months ended September 30, 2019 compared to the same period in 2018.

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Item 2. Management’s Discussion and Analysis

For the three months ended September 30, 2019, a loan loss provision of ($3.5) million was recorded on a commercial mortgage loan. Refer to the “Loans” Note located within Item 1 for additional information related to this loan loss provision. No provision for loan loss was recorded for the same period in 2018.

For the Nine Months Ended September 30, 2019 and 2018

Net gains (losses) on interest rate swaps for the nine months ended September 30, 2019 was ($3.1) billion compared to $1.8 billion for the same period in 2018, primarily attributable to unfavorable changes in unrealized gains (losses) on interest rate swaps and realized gains (losses) on termination of interest rate swaps. Net unrealized gains (losses) on interest rate swaps was ($2.0) billion for the nine months ended September 30, 2019, reflecting a decline in forward interest rates, compared to $1.7 billion for the same period in 2018, reflecting a rise in forward interest rates. Realized gains (losses) on termination or maturity of interest rate swaps was ($1.4) billion resulting from interest rate swaps with a notional amount of $87.4 billion for the nine months ended September 30, 2019 compared to $1.4 million resulting from the termination or maturity of interest rate swaps with a notional amount of $750.0 million for the same period in 2018.

Net gains (losses) on disposal of investments was ($65.7) million for the nine months ended September 30, 2019 compared to ($376.9) million for the same period in 2018. For the nine months ended September 30, 2019, we disposed of Residential Securities with a carrying value of $30.7 billion for an aggregate net loss of ($50.6) million. For the same period in 2018, we disposed of Residential Securities with a carrying value of $14.5 billion for an aggregate net loss of ($372.5) million.

Net gains (losses) on other derivatives was ($638.5) million for the nine months ended September 30, 2019 compared to $81.9 million for the same period in 2018. The change in net gains (losses) on other derivatives was primarily comprised of changes in net gains (losses) on futures contracts, which was ($946.3) million for the nine months ended September 30, 2019 compared to $458.3 million for the same period in 2018, and net gains (losses) on TBA derivatives, which was $327.5 million for the nine months ended September 30, 2019 compared to ($356.3) million for the same period in 2018.

Net unrealized gains (losses) on instruments measured at fair value through earnings was $41.7 million for the nine months ended September 30, 2019 compared to ($139.9) million for the same period in 2018, primarily due to favorable changes in unrealized gains (losses) on Agency interest-only investments, non-Agency mortgage-backed securities, credit risk transfer securities, residential loans and securitized commercial loans, partially offset by unfavorable changes in unrealized gains (losses) on MSRs for the nine months ended September 30, 2019 compared to the same period in 2018.

For the nine months ended September 30, 2019, a loan loss provision of ($9.2) million was recorded on commercial mortgage loans. Refer to the “Loans” Note located within Item 1 for additional information related to this loan loss provision. No provision for loan loss was recorded for the same period in 2018.

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 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 (“G&A”) expenses consist of compensation and 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)
September 30, 2019	$	66,138	0.20	%	1.71	%
September 30, 2018	$	126,509	0.49	%	3.52	%
For the nine months ended
September 30, 2019	$	228,283	0.25	%	2.00	%
September 30, 2018	$	252,800	0.33	%	2.34	%

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Item 2. Management’s Discussion and Analysis

⁽¹⁾ Includes $2.6 million of transaction costs incurred in connection with securitizations of residential whole loans for the three months ended September 30, 2019. Includes $15.7 million of transaction costs incurred in connection with securitizations of residential whole loans and commercial loans for the nine months ended September 30, 2019. Excluding these transaction costs, G&A expenses as a percentage of average total assets were 0.19% and as a percentage of average equity were 1.64% for the three months ended September 30, 2019. Excluding these transaction costs, G&A expenses as a percentage of average total assets were 0.23% and as a percentage of average equity were 1.86% for the nine months ended September 30, 2019.

G&A expenses were $66.1 million for the three months ended September 30, 2019, a decrease of $60.4 million compared to the same period in 2018. G&A expenses were $228.3 million for the nine months ended September 30, 2019, a decrease of $24.5 million compared to the same period in 2018. The change in each period was largely attributable to transactions costs in connection with the MTGE Acquisition in 2018. The change in the nine month period was partially offset by higher transaction costs related to securitizations of residential whole loans in 2019, transaction costs related to a securitization of commercial loans in 2019 and reimbursement payments made to the Manager for certain services in connection with the management and operations of Annaly which commenced during the third quarter of 2018.

Return on Average Equity

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		G&A Expenses/ Average Equity		Income Taxes/ Average Equity		Return on Average Equity
For the three months ended
September 30, 2019	6.23	%	(24.93	%)	0.91	%	(1.71	%)	0.18	%	(19.32	%)
September 30, 2018	10.22	%	4.13	%	(0.30	%)	(3.52	%)	0.20	%	10.73	%
For the nine months ended
September 30, 2019	7.49	%	(35.97	%)	0.82	%	(2.00	%)	0.09	%	(29.57	%)
September 30, 2018	11.09	%	12.09	%	0.53	%	(2.34	%)	0.03	%	21.40	%
(1)     Economic net interest income includes the net interest component of interest rate swaps. (2)     Realized and unrealized gains and losses excludes the net interest component of interest rate swaps.

Unrealized Gains and Losses - Available-for-Sale Investments

With our available-for-sale accounting treatment on our Agency mortgage-backed securities, which represent the largest portion of assets on balance sheet, as well as certain commercial mortgage-backed securities, unrealized fluctuations in market values of assets do not impact our GAAP net income (loss) 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.

	September 30, 2019			December 31, 2018
	(dollars in thousands)
Unrealized gain	$	2,473,592		$	306,037
Unrealized loss	(159,777		)	(2,285,902		)
Accumulated other comprehensive income (loss)	$	2,313,815		$	(1,979,865	)

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. A very large negative change in the net fair value of our available-for-sale Residential Securities might impair our liquidity position, requiring us to sell assets with the potential result of realized losses upon sale.

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Item 2. Management’s Discussion and Analysis

The fair value of these securities being less than amortized cost at September 30, 2019 is solely due to market conditions and not the quality of the assets. Substantially all of the Agency mortgage-backed securities 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 and interest amounts of the securities by the respective issuing Agency.

Financial Condition

Total assets were $129.0 billion and $105.8 billion at September 30, 2019 and December 31, 2018, respectively. The change was primarily due to increases in Agency mortgage-backed securities of $23.7 billion and assets transferred or pledged to securitization vehicles of $0.9 billion, partially offset by decreases in CRE Debt and Preferred Equity Investments of $0.7 billion and reverse repurchase agreements of $0.7 billion. Our portfolio composition, net equity allocation and debt-to-net equity ratio by asset class were as follows at September 30, 2019:

	Residential												Commercial
	Agency MBS and MSRs			TBAs (1)			CRTs			Non-Agency MBS and Residential Mortgage Loans (2)				CRE Debt & Preferred Equity Investments			Investments in CRE			Corporate Debt			Total (3)
Assets	(dollars in thousands)
Fair value/carrying value	$	114,848,575		$	10,986,722		$	474,765		$	4,612,054			$	3,063,693		$	725,508		$	2,115,783		$	125,840,378
Debt
Repurchase agreements	101,149,835			10,823,000			226,154			885,866				420,249			—			—			102,682,104
Other secured financing	2,652,641			—			—			914,607				65,139			—			833,643			4,466,030
Debt issued by securitization vehicles	—			—			—			1,856,064				2,000,018			—			—			3,856,082
Net forward purchases	34,580			—			—			17,817				—			—			—			52,397
Mortgages payable	—			—			—			—				—			485,657			—			485,657
Net equity allocated	$	11,011,519		$	163,722		$	248,611		$	937,700			$	578,287		$	239,851		$	1,282,140		$	14,298,108		(4)
Net equity allocated (%)	77		%	1		%	2		%	6		%		4		%	2		%	9		%	100		%
Debt/net equity ratio	9.4:1			NM			0.9:1			3.9:1				4.3:1			2.0:1			0.7:1			7.3:1			(5)
(1)     Fair value/carrying value represents implied market value and repurchase agreements represent the notional value. (2)     Includes loans held for sale, net. (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. NM    Not meaningful.

Residential Securities

Substantially all of our Agency mortgage-backed securities at September 30, 2019 and December 31, 2018 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 September 30, 2019 and December 31, 2018 we had on our Consolidated Statements of Financial Condition a total of $151.4 million and $183.2 million, respectively, of unamortized discount (which is the difference between the remaining principal value and current amortized cost of our Residential Securities acquired at a price below principal value) and a total of $5.4 billion and $5.3 billion, respectively, of unamortized premium (which is the difference between the remaining principal value and the current amortized cost of our Residential 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 September 30, 2019 and 2018 was 14.6% and 10.3%, respectively. The weighted average projected long-term prepayment speed on our Agency mortgage-backed securities portfolio as of September 30, 2019 and 2018 was 16.3% and 9.1%, respectively.

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Item 2. Management’s Discussion and Analysis

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.

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Item 2. Management’s Discussion and Analysis

The following tables present our Residential Securities that were carried at fair value at September 30, 2019 and December 31, 2018.

	September 30, 2019		December 31, 2018
	Estimated Fair Value
Agency	(dollars in thousands)
Fixed-rate pass-through	$	108,418,062	$	83,052,552
Adjustable-rate pass-through	2,415,491		4,937,984
CMO	9,966		11,221
Interest-only	730,608		873,889
Multifamily	2,826,735		1,838,565
Reverse mortgages	61,662		38,784
Total agency securities	$	114,462,524	$	90,752,995
Residential credit
CRT	$	474,765	$	552,097
Alt-A	145,637		182,361
Prime	269,720		343,986
Prime Interest-only	3,657		—
Subprime	360,099		394,621
NPL/RPL	28,554		3,438
Prime jumbo (>= 2010 vintage)	201,524		220,658
Prime jumbo (>= 2010 vintage) interest-only	6,730		16,874
Total residential credit securities	$	1,490,686	$	1,714,035
Total Residential Securities	$	115,953,210	$	92,467,030

The following table summarizes certain characteristics of our Residential Securities (excluding interest-only mortgage-backed securities) and interest-only mortgage-backed securities at September 30, 2019 and December 31, 2018.

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Item 2. Management’s Discussion and Analysis

	September 30, 2019			December 31, 2018
Residential Securities (1)	(dollars in thousands)
Principal amount	$	108,464,106		$	89,579,223
Net premium	4,348,514			3,925,803
Amortized cost	112,812,618			93,505,026
Amortized cost / principal amount	104.01		%	104.38		%
Carrying value	115,211,939			91,575,882
Carrying value / principal amount	106.22		%	102.23		%
Weighted average coupon rate	3.98		%	3.90		%
Weighted average yield	3.05		%	3.17		%
Adjustable-rate Residential Securities (1)
Principal amount	$	3,335,155		$	6,020,096
Weighted average coupon rate	4.04		%	3.47		%
Weighted average yield	3.04		%	2.87		%
Weighted average term to next adjustment	10 Months			19 Months
Weighted average lifetime cap (2)	8.13		%	8.04		%
Principal amount at period end as % of total residential securities	3.07		%	6.72		%
Fixed-rate Residential Securities (1)
Principal amount	$	105,143,876		$	83,559,127
Weighted average coupon rate	3.97		%	3.93		%
Weighted average yield	3.05		%	3.19		%
Principal amount at period end as % of total residential securities	96.93		%	93.28		%
Interest-only Residential Securities
Notional amount	$	5,708,737		$	6,867,093
Net premium	913,268			1,192,675
Amortized cost	913,268			1,192,675
Amortized cost / notional amount	16.00		%	17.37		%
Carrying value	740,995			891,148
Carrying value / notional amount	12.98		%	12.98		%
Weighted average coupon rate	3.13		%	3.10		%
Weighted average yield	(0.85		%)	1.73		%
(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.

The following tables summarize certain characteristics of our Residential Credit portfolio at September 30, 2019.

 

			Payment Structure				Investment Characteristics
Product	Total		Senior		Subordinate		Coupon		Credit Enhancement		60+ Delinquencies		3M VPR (1)
(dollars in thousands)
Agency credit risk transfer	$	450,908	$	—	$	450,908	5.59	%	1.09	%	0.39	%	15.48	%
Private label credit risk transfer	23,857		—		23,857		7.47	%	—	%	0.20	%	13.41	%
Alt-A	145,637		83,805		61,832		4.57	%	12.73	%	8.40	%	12.35	%
Prime	269,720		80,944		188,776		4.48	%	6.94	%	3.92	%	15.72	%
Prime interest-only	3,657		3,657		—		0.47	%	—		0.10	%	25.33	%
Subprime	360,099		125,261		234,838		2.85	%	8.73	%	21.81	%	6.85	%
Re-performing loan securitizations	28,554		28,554		—		4.20	%	17.05	%	9.30	%	10.52	%
Prime jumbo (>=2010 vintage)	201,524		161,417		40,107		3.96	%	15.28	%	0.16	%	21.28	%
Prime jumbo (>=2010 vintage) interest-only	6,730		6,730		—		0.37	%	—		0.18	%	8.02	%
Total/weighted average	$	1,490,686	$	490,368	$	1,000,318	4.71	%	7.54	%	7.63	%	24.40	%
(1)    Represents the 3 month voluntary prepayment rate (“VPR”).

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Item 2. Management’s Discussion and Analysis

	Bond Coupon
Product	ARM		Fixed		Floater		Interest-Only		Estimated Fair Value
(dollars in thousands)
Agency credit risk transfer	$	—	$	—	$	450,908	$	—	$	450,908
Private label credit risk transfer	—		—		23,857		—		23,857
Alt-A	31,897		94,046		19,694		—		145,637
Prime	91,641		178,079		—		—		269,720
Prime interest-only	—		—		—		3,657		3,657
Subprime	—		33,697		326,402		—		360,099
Re-performing loan securitizations	—		28,554		—		—		28,554
Prime jumbo (>=2010 vintage)	—		201,524		—		—		201,524
Prime jumbo (>=2010 vintage) interest-only	—		—		—		6,730		6,730
Total	$	123,538	$	535,900	$	820,861	$	10,387	$	1,490,686

Contractual Obligations

The following table summarizes the effect on our liquidity and cash flows from contractual obligations at September 30, 2019.  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. At September 30, 2019, the interest rate swaps had a net fair value of ($858.5) million.

	Within One Year		One to Three Years		Three to Five Years		More than Five Years		Total
	(dollars in thousands)
Repurchase agreements	$	102,595,310	$	86,794	$	—	$	—	$	102,682,104
Interest expense on repurchase agreements (1)	296,783		728		—		—		297,511
Other secured financing	123,994		3,755,087		586,949		—		4,466,030
Interest expense on other secured financing (1)	124,358		93,374		13,811		—		231,543
Debt issued by securitization vehicles (principal)	—		—		—		3,890,860		3,890,860
Interest expense on debt issued by securitization vehicles	142,290		189,422		178,569		2,881,306		3,391,587
Mortgages payable (principal)	22,667		39,742		7,755		421,271		491,435
Interest expense on mortgages payable	19,797		38,811		37,736		144,871		241,215
Long-term operating lease obligations	3,725		7,816		7,723		3,862		23,126
Total	$	103,328,924	$	4,211,774	$	832,543	$	7,342,170	$	115,715,411

⁽¹⁾   Interest expense on repurchase agreements and other secured financing calculated based on rates at September 30, 2019.

In the coming periods, we expect to continue to finance our Residential Securities in a manner that is largely consistent with our current operations via repurchase agreements. We may use FHLB Des Moines advances, securitization structures, credit facilities, mortgages payable or other term financing structures to finance certain of our assets. During the nine months ended September 30, 2019, we received $11.2 billion from principal repayments and $19.6 billion in cash from disposal of Residential Securities. During the nine months ended September 30, 2018, we received $8.7 billion from principal repayments and $9.6 billion in cash from disposal of Residential 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, the Company has 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 at September 30, 2019.

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 (“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 capital, liquidity and funding risk, investment/market risk, credit risk, counterparty risk, operational risk and compliance, regulatory and legal risk. 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.

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 is the actual capital held to protect against the unexpected losses measured in our capital management process and may include:

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Item 2. Management’s Discussion and Analysis

• 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 at September 30, 2019 and December 31, 2018:

	September 30, 2019			December 31, 2018
Stockholders’ equity	(dollars in thousands)
7.625% Series C cumulative redeemable preferred stock	$	—		$	169,466
7.50% Series D cumulative redeemable preferred stock	445,457			445,457
6.95% Series F fixed-to-floating rate cumulative redeemable preferred stock	696,910			696,910
6.50% Series G fixed-to-floating rate cumulative redeemable preferred stock	411,335			411,335
8.125% Series H cumulative redeemable preferred stock	—			55,000
6.75% Series I fixed-to-floating rate cumulative redeemable preferred stock	428,324			—
Common stock	14,380			13,138
Additional paid-in capital	20,034,970			18,794,331
Accumulated other comprehensive income (loss)	2,313,815			(1,979,865		)
Accumulated deficit	(9,125,895		)	(4,493,660		)
Total stockholders’ equity	$	15,219,296		$	14,112,112

Capital Stock

 The following table provides activity related to our Direct Purchase and Dividend Reinvestment Program for the periods presented:

	For the Nine Months Ended
	September 30, 2019		September 30, 2018
	(dollars in thousands)
Shares issued through direct purchase and dividend reinvestment program	180,000		245,000
Amount raised from direct purchase and dividend reinvestment program	$	1,795	$	2,584

During the nine months ended September 30, 2019, we closed the public offering of an original issuance of 75.0 million shares of common stock for proceeds of $730.5 million before deducting offering expenses. In connection with the offering, we granted the underwriters a thirty-day option to purchase up to an additional 11.3 million shares of common stock, which the underwriters exercised in full resulting in an additional $109.6 million in proceeds before deducting offering expenses.

During the three and nine months ended September 30, 2018, we closed the public offering of an original issuance of 75.0 million shares of common stock for proceeds of $753.8 million before deducting offering expenses. In connection with the offering, we granted the underwriters a thirty-day option to purchase up to an additional 11.3 million shares of common stock, which the underwriters exercised in full resulting in an additional $113.1 million in proceeds before deducting offering expenses.

During the nine months ended September 30, 2019, we issued 56.0 million shares for proceeds of $569.1 million, net of commissions and fees, under the at-the-market sales program. During the nine months ended September 30, 2018, we issued 24.0 million shares for proceeds of $251.1 million, net of commissions and fees, under the at-the-market sales program.

In June 2019, we announced that our Board had authorized the repurchase of up to $1.5 billion of our outstanding shares of common stock through December 31, 2020. During the three and nine months ended September 30, 2019, we repurchased 18.3 million shares of our common stock for an aggregate amount of $155.0 million, excluding commission costs. All common shares purchased were part of a publicly announced plan in open-market transactions.

During the three and nine months ended September 30, 2019, we redeemed all 7.0 million of our issued and outstanding shares of 7.625% Series C Cumulative Redeemable Preferred Stock (“Series C Preferred Stock”) for $175.0 million. The cash redemption amount for each share of Series C Preferred Stock was $25.00 plus accrued and unpaid dividends to, but not including, the redemption date of July 21, 2019.

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Item 2. Management’s Discussion and Analysis

During the nine months ended September 30, 2019, we redeemed all 2.2 million of our issued and outstanding shares of 8.125% Series H Cumulative Redeemable Preferred Stock (“Series H Preferred Stock”) for $55.0 million. The cash redemption amount for each share of Series H Preferred Stock was $25.00 plus accrued and unpaid dividends to, but not including, the redemption date of May 31, 2019.

During the nine months ended September 30, 2019, we issued 17.7 million shares of our 6.750% Series I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock for gross proceeds of $442.5 million before deducting the underwriting discount and other estimated offering costs.

During the three and nine months ended September 30, 2018, we issued 2.2 million shares of its Series H Preferred Stock in connection with the acquisition of MTGE Investment Corp. Refer to the “Acquisition of MTGE Investment Corp.” Note in Part I. Item 1 for additional information related to our Series H Preferred Stock.

During the nine months ended September 30, 2018, we issued 17.0 million shares of our 6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock for gross proceeds of $425.0 million before deducting the underwriting discount and other estimated offering expenses and redeemed 5.0 million shares of our 7.625% Series C Cumulative Redeemable Preferred Stock for $125.0 million and all 11.5 million of our issued and outstanding shares of 7.625% Series E Cumulative Redeemable Preferred Stock for $287.5 million.

Leverage and Capital

We believe that it is prudent to maintain conservative debt-to-equity and economic leverage ratios as there may 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 Manager’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 borrowings and our assessment of domestic and international market conditions.

Our debt-to-equity ratio at September 30, 2019 and December 31, 2018 was 7.3.1 and 6.3:1, respectively.  Our economic leverage ratio, which is computed as the sum of Recourse Debt, TBA derivative and CMBX notional outstanding and net forward purchases of investments divided by total equity was 7.7:1 and 7.0:1 at September 30, 2019 and December 31, 2018, respectively. Our capital ratio, which represents our ratio of stockholders’ equity to total assets (inclusive of total market value of TBA derivatives and exclusive of debt issued by securitization vehicles), was 11.2% and 12.1% at September 30, 2019 and December 31, 2018, 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 identify, measure and monitor 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 supports appropriate understanding and management of our key risks. Each employee of our Manager is accountable for identifying, 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. We engage in risk activities based on our core expertise that aim to enhance value for our stockholders. Our activities focus on income generation and capital preservation through proactive portfolio management, supported by a conservative liquidity and leverage posture.

The risk appetite statement asserts the following key risk parameters to guide our investment management activities:

Risk Parameter	Description
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 generally expect to maintain 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 seek to 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 (“BRC”) and Board Audit Committee (“BAC”). The BRC is responsible for oversight of our risk governance structure, risk management and risk assessment guidelines and policies and our risk appetite. 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 has 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 (“ERC”), Asset and Liability Committee (“ALCO”), Investment Committee and the Financial Reporting and Disclosure Committee (“FRDC”). Each of these 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. 

Audit Services is an independent function with reporting lines to the BAC. Audit Services is responsible for performing our internal audit activities, which includes independently assessing and validating key controls within the risk management framework.

In the fourth quarter of 2018, the Company implemented an enhanced corporate compliance function, headed by a newly appointed Chief Compliance Officer, who has reporting lines to the BAC. The corporate compliance group is responsible for the oversight of the Company’s regulatory compliance.

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.

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Item 2. Management’s Discussion and Analysis

Risk	Description
Capital, Liquidity and Funding Risk	Risk to earnings, capital or business resulting 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, hedging and investing activities.
Operational Risk	Risk to earnings, capital, reputation or business arising from inadequate or failed internal processes or systems (including proprietary and third party models), human factors or external events.
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.

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Item 2. Management’s Discussion and Analysis

Capital, Liquidity and Funding Risk Management

Our capital, liquidity and funding 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 capital, liquidity and funding risk management practices consist of the following primary elements:

Element	Description
Funding	Availability of diverse and stable sources of funds.
Excess Liquidity	Excess liquidity primarily in the form of unencumbered assets and cash.
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.

Funding

Our primary financing sources are repurchase agreements provided through counterparty arrangements and through Arcola, other secured financing including funding from the Federal Home Loan Bank of Des Moines (“FHLB”), debt issued by securitization vehicles, mortgages, credit facilities, note sales and various forms of equity. We maintain excess liquidity by holding unencumbered liquid assets that could be either used to collateralize additional borrowings or sold.

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

Additionally, our wholly-owned subsidiary, Arcola, provides direct access to third party funding as a FINRA member broker-dealer. Arcola borrows funds through the General Collateral Finance Repo service offered by the FICC, with FICC acting as the central counterparty. Arcola also borrows funds through direct repurchase agreements.

To reduce our liquidity risk we maintain a laddered approach to our repurchase agreements. At September 30, 2019, the weighted average days to maturity was 45 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 Insurance Company LLC (“Truman”). We finance eligible Agency, residential credit and commercial investments through the FHLB. A 2016 rule from the FHFA requires captive insurance companies to terminate their FHLB membership, however, given the length of its membership at the time the rule was enacted, Truman was granted a five year sunset provision whereby its membership will expire in February 2021. We believe our business objectives align well with the mission of the FHLB System. While there can be no assurances that such steps will be taken, we believe it would be appropriate for there to be legislative or other action to permit Truman and similar captive insurance subsidiaries to retain their membership status beyond the current sunset period.

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, CLO securitization funding, mortgage financing and note sales.

At September 30, 2019, we had total financial assets and cash pledged against existing liabilities of $115.4 billion. The weighted average haircut was approximately 4% on repurchase agreements. The quality and character of the Residential Securities and commercial real estate investments that we pledge as collateral under the repurchase agreements and interest rate swaps did not materially change at September 30, 2019 compared to the same period in 2018, 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 September 30, 2019.

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

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Item 2. Management’s Discussion and Analysis

	Repurchase Agreements				Reverse Repurchase Agreements
	Average Daily Amount Outstanding		Ending Amount Outstanding		Average Daily Amount Outstanding		Ending Amount Outstanding
For the three months ended	(dollars in thousands)
September 30, 2019	$	108,389,796	$	102,682,104	$	1,459,070	$	—
June 30, 2019	101,983,828		105,181,241		3,478,510		—
March 31, 2019	87,781,404		88,554,170		3,937,769		523,449
December 31, 2018	83,984,254		81,115,874		2,741,022		650,040
September 30, 2018	79,214,382		79,073,026		2,330,519		1,234,704
June 30, 2018	80,582,681		75,760,655		2,929,470		259,762
March 31, 2018	80,770,663		78,015,431		2,064,862		200,459
December 31, 2017	78,755,896		77,696,343		1,295,652		—
September 30, 2017	69,314,576		69,430,268		994,565		—

The following table provides information on our repurchase agreements and other secured financing by maturity date at September 30, 2019. The weighted average remaining maturity on our repurchase agreements and other secured financing was 68 days at September 30, 2019:

 

	September 30, 2019
	Principal Balance		Weighted Average Rate		% of Total
	(dollars in thousands)
1 day	$	19,451,333	2.76	%	18.2	%
2 to 29 days	33,170,881		2.46	%	31.0	%
30 to 59 days	15,138,462		2.64	%	14.1	%
60 to 89 days	20,139,578		2.26	%	18.8	%
90 to 119 days	5,077,560		2.44	%	4.7	%
Over 120 days (1)	14,170,320		2.37	%	13.2	%
Total	$	107,148,134	2.49	%	100.0	%

⁽¹⁾  Approximately 4% 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 at September 30, 2019:

 

			Weighted Average Rate
	Principal Balance		As of Period End		For the Quarter		Weighted Average Days to Maturity (1)
	(dollars in thousands)
Repurchase agreements	$	102,682,104	2.48	%	2.53	%	45
Other secured financing (2)	4,466,030		2.80	%	2.95	%	602
Securitized debt of consolidated VIEs (3)	3,890,860		3.66	%	3.66	%	8,715
Mortgages payable (3)	491,435		4.10	%	4.20	%	4,694
Total indebtedness	$	111,530,429
(1)    Determined based on estimated weighted-average lives of the underlying debt instruments. (2)    Includes advances from the Federal Home Loan Bank of Des Moines of $3.6 billion and financing under credit facilities. (3)    Non-recourse to Annaly.

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.

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Item 2. Management’s Discussion and Analysis

Assets are considered encumbered if pledged as collateral against an existing liability, and therefore are 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 at September 30, 2019:

	Encumbered Assets		Unencumbered Assets		Total
Financial assets	(dollars in thousands)
Cash and cash equivalents	$	1,625,999	$	167,922	$	1,793,921
Investments, at carrying value (1)
Agency mortgage-backed securities	109,833,442		4,598,304		114,431,746
Credit risk transfer securities	284,273		190,492		474,765
Non-agency mortgage-backed securities	842,024		173,897		1,015,921
Residential mortgage loans (2)	3,279,459		316,674		3,596,133
MSRs	2,788		383,263		386,051
Commercial real estate debt investments (2)	2,439,031		13,233		2,452,264
Commercial real estate debt and preferred equity, held for investment	205,605		405,824		611,429
Corporate debt, held for investment	1,450,425		665,358		2,115,783
Other assets (3)	—		239,579		239,579
Total financial assets	$	119,963,046	$	7,154,546	$	127,117,592

⁽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.

⁽²⁾  Includes assets transferred or pledged to securitization vehicles.

⁽³⁾  Includes interests in certain joint ventures and equity instruments.

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 also considered 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 at September 30, 2019:

	Carrying Value (1)
Liquid assets	(dollars in thousands)
Cash and cash equivalents	$	1,793,921
Residential Securities (2)	115,922,066
Residential mortgage loans (3)	1,219,402
Commercial real estate debt investments (4)	140,851
Commercial real estate debt and preferred equity, held for investment	504,492
Corporate debt, held for investment	1,568,954
Total liquid assets	$	121,149,686
Percentage of liquid assets to carrying amount of encumbered and unencumbered financial assets (3)(4)	98.95		%

⁽¹⁾  Carrying value approximates the market value of assets. The assets listed in this table include $115.4 billion of assets that have been pledged as collateral against existing liabilities at September 30, 2019. 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 securitized residential mortgage loans transferred or pledged to consolidated VIEs carried at fair value of $2.4 billion.

⁽⁴⁾  Excludes senior securitized commercial mortgage loans of consolidated VIEs carried at fair value of $2.3 billion.

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Item 2. Management’s Discussion and Analysis

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 sensitivity gap. 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 and liabilities that exhibit prepayment characteristics. Cash and cash equivalents are included in the ‘Less than 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, whereby we generally pay a fixed rate and receive a floating rate and 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 following table at September 30, 2019 could vary substantially based on actual prepayment experience.

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Item 2. Management’s Discussion and Analysis

	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	$	1,793,921		$	—		$	—		$	—		$	1,793,921
Agency mortgage-backed securities (principal)	—			—			6,812,626			100,174,495			106,987,121
Credit risk transfer securities (principal)	—			—			74,450			374,607			449,057
Non-agency mortgage-backed securities (principal)	—			4,669			144,917			878,342			1,027,928
Commercial mortgage-backed securities (principal)	—			—			—			140,600			140,600
Total securities	—			4,669			7,031,993			101,568,044			108,604,706
Residential mortgage loans (principal)	—			—			—			1,178,414			1,178,414
Commercial real estate debt and preferred equity (principal)	179,348			61,430			239,839			146,398			627,015
Corporate debt (principal)	—			9,727			110,576			2,015,603			2,135,906
Total loans	179,348			71,157			350,415			3,340,415			3,941,335
Assets transferred or pledged to securitization vehicles (principal)	—			—			—			4,653,482			4,653,482
Total financial assets - maturity	1,973,269			75,826			7,382,408			109,561,941			118,993,444
Effect of utilizing reset dates (1)	6,034,188			2,192,016			(711,333		)	(7,514,871		)	—
Total financial assets - interest rate sensitive	$	8,007,457		$	2,267,842		$	6,671,075		$	102,047,070		$	118,993,444
Financial liabilities
Repurchase agreements	$	87,900,254		$	14,695,056		$	86,794		$	—		$	102,682,104
Other secured financing	—			123,994			3,755,087			586,949			4,466,030
Debt issued by securitization vehicles (principal)	—			—			—			3,890,860			3,890,860
Total financial liabilities - maturity	87,900,254			14,819,050			3,841,881			4,477,809			111,038,994
Effect of utilizing reset dates (1)(2)	(62,214,377		)	14,572,800			20,206,586			27,434,991
Total financial liabilities - interest rate sensitive	$	25,685,877		$	29,391,850		$	24,048,467		$	31,912,800		$	111,038,994
Maturity gap	$	(85,926,985	)	$	(14,743,224	)	$	3,540,527		$	105,084,132		$	7,954,450
Cumulative maturity gap	$	(85,926,985	)	$	(100,670,209	)	$	(97,129,682	)	$	7,954,450
Interest rate sensitivity gap	$	(17,678,420	)	$	(27,124,008	)	$	(17,377,392	)	$	70,134,270		$	7,954,450
Cumulative rate sensitivity gap	$	(17,678,420	)	$	(44,802,428	)	$	(62,179,820	)	$	7,954,450
(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.

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 risk indicators. 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 market conditions. The metrics assist in assessing our 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.

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Item 2. Management’s Discussion and Analysis

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. In the case of interest rate swaps, we utilize contracts linked to LIBOR but may also enter into interest rate swaps where the floating leg is linked to the overnight index swap rate or another index, particularly in light of a potential transition away from LIBOR. In addition, we may use MAC interest rate swaps in which we may receive or make a payment at the time of entering such interest rate swap to compensate for the off-market nature of such interest rate swap. MAC interest rate swaps offer price transparency, flexibility and more efficient portfolio administration through compression which is the process of reducing the number of unique interest rate swap contracts and replacing them with fewer contracts containing market defined terms. 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 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. The following table presents estimates at September 30, 2019. Actual results could differ materially from these estimates.

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	(50.0%)	0.1%	0.9%
-50 Basis points	(33.3%)	0.1%	0.8%
-25 Basis points	(15.9%)	0.1%	0.6%
+25 Basis points	14.0%	(0.1%)	(1.2%)
+50 Basis points	24.8%	(0.4%)	(3.4%)
+75 Basis points	30.7%	(0.7%)	(6.5%)
MBS Spread Shock (1)	Estimated Change in Portfolio Market Value	Estimated Change as a % on NAV (3)(4)
-25 Basis points	1.2%	10.5%
-15 Basis points	0.7%	6.3%
-5 Basis points	0.2%	2.1%
+5 Basis points	(0.2%)	(2.1%)
+15 Basis points	(0.7%)	(6.2%)
+25 Basis points	(1.2%)	(10.4%)
(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 Securities, commercial real estate investments, corporate debt, repurchase agreements, other secured financing and interest rate swaps. Economic net interest income includes the net interest component of interest rate swaps. (3)    Scenarios include Residential Securities, residential mortgage loans, MSRs and derivative instruments. (4)    NAV represents book value of equity.

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Item 2. Management’s Discussion and Analysis

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 mortgage-backed securities, 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, based on balance sheet values, at September 30, 2019 and December 31, 2018 was as follows:

	September 30, 2019		December 31, 2018
Category
Agency mortgage-backed securities	91.0	%	88.8	%
Credit risk transfer securities	0.4	%	0.5	%
Non-agency mortgage-backed securities	0.8	%	1.1	%
Residential mortgage loans (1)	2.8	%	2.4	%
Mortgage servicing rights	0.3	%	0.5	%
Commercial real estate (1) (2)	3.0	%	4.9	%
Corporate debt	1.7	%	1.8	%
(1)        Includes assets transferred or pledged to securitization vehicles. (2)        Net of unamortized origination fees.

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 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 payments 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 exceeded 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.

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The following table summarizes our exposure to counterparties by geography at September 30, 2019:

	Number of Counterparties	Repurchase Agreement Financing		Interest Rate Swaps at Fair Value			Exposure (1)
Country	(dollars in thousands)
North America	34	$	70,639,198	$	(301,523	)	$	3,409,587
Europe	13	25,331,900		(556,988		)	1,767,345
Asia (non-Japan)	1	466,189		—			26,494
Japan	4	6,244,817		—			343,796
Total	52	$	102,682,104	$	(858,511	)	$	5,547,222
(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 that cover topics such as business continuity, personal conduct, cybersecurity and vendor management. Other tools include testing, including disaster recovery testing; systems controls, including access controls; training, including cybersecurity awareness training; 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.  

We have established a Cybersecurity Committee to help mitigate cybersecurity risks. The role of the committee is to oversee cyber risk assessments, monitor applicable key risk indicators, review cybersecurity training procedures, oversee the Company’s Cybersecurity Incident Response Plan and engage third parties to conduct periodic penetration testing. Our cybersecurity risk assessment includes an evaluation of cyber risk related to sensitive data held by third parties on their systems. The Cybersecurity Committee periodically reports to the ERC and the Board via the BRC and the BAC. There is no assurance that these efforts will effectively mitigate cybersecurity risk and mitigation efforts are not an assurance that no cybersecurity incidents will occur. We have purchased cybersecurity insurance, however, there is no assurance that the insurance policy will cover all cybersecurity breaches or that the policy will cover all losses.

Compliance, Regulatory and Legal Risk Management

Our business is organized as a REIT, and we seek 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 industry is highly regulated and receives significant 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, measure and monitor 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 seek 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 (“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 (“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 REITs 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 Securities

There is an active market for our Agency mortgage-backed securities, 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. While prepayment rates may be difficult to predict and require estimation and judgment in the valuation of Agency mortgage-backed securities, the Company uses several third party models to validate prepayment speeds used in its fair value measurements of residential 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.

Residential Mortgage Loans

There is an active market for the residential whole loans in which we invest. Since we primarily invest in residential loans that can be valued using actively quoted prices for similar assets, there are observable inputs in measuring fair value. Internal fair values are determined using quoted prices for similar market transactions, the swap curve and the underlying characteristics of the individual loans, which may include loan term, coupon, and reset dates. While prepayment rates may be difficult to predict and are a significant estimate requiring judgment in the valuation of residential whole loans, the Company validates its prepayment speeds against those provided by independent pricing analytic providers specializing in residential mortgage loans. Internal fair values are generally compared to external pricing sources to determine reasonableness.

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 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,

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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 the fair value of the loans and whether a valuation allowance is necessary.  Factors that may need to be considered to determine the 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 (“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) 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 Securities and their contractual terms. Premiums and discounts associated with the purchase of the Residential Securities are amortized or accreted into interest income over the projected lives of the securities using the interest method. To aid in determining projected lives of the securities, 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 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

A

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 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.

B

Basis Point (“bp”)

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.

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.

C

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. 

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.

CMBX

The CMBX index is a synthetic tradable index referencing a basket of 25 CMBS of a particular rating and vintage. The CMBX index allows investors to take a long position (referred to as selling protection) or short position (referred to as purchasing protection) on the respective basket of CMBS securities and is structured as a “pay-as-you-go” contract whereby the protection seller receives and the protection buyer pays a standardized running coupon on the contracted notional amount. Additionally, the protection

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seller is obligated to pay to the protection buyer the amount of principal losses and/or coupon shortfalls on the underlying CMBS securities as they occur.

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 Loan Obligation (“CLO”)

A securitization collateralized by loans and other debt instruments.

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

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.

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

Core earnings is defined as the sum of (a) economic net interest income, (b) TBA dollar roll income and CMBX coupon income, (c) realized amortization of MSRs, (d) other income (loss) (excluding depreciation and amortization expense on real estate and related intangibles, non-core income allocated to equity method investments and other non-core components of other income (loss)), (e) general and administrative expenses (excluding transaction expenses and non-recurring items) and (f) income taxes (excluding the income tax effect of non-core income (loss) items), and core earnings (excluding PAA) is defined as core earnings excluding the premium amortization adjustment representing the cumulative impact on prior periods, but not the current

period, of quarter-over-quarter changes in estimated long-term prepayment speeds related to our Agency mortgage-backed securities. Core earnings and core earnings (excluding PAA) per average common share is calculated by dividing core earnings or core earnings (excluding PAA) 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 commercial 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.

D

Dealer

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

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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.

E

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 comprised of GAAP interest expense and the net interest component of interest rate swaps.

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

Calculated as the sum of recourse debt, TBA derivative and CMBX notional outstanding and net forward purchases (sales) of investments divided by total equity. Recourse debt consists of repurchase agreements and other secured financing (excluding certain non-recourse credit facilities). Debt issued by securitization vehicles, certain credit facilities (included within other secured financing) and mortgages payable are non-recourse to us and are excluded from this measure.

Economic Net Interest Income

Non-GAAP financial measure that is composed of GAAP net interest income less Economic Interest Expense.

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.

F

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, Inc. (“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 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.

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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.

G

GAAP

U.S. generally accepted accounting principles.

Ginnie Mae

Government National Mortgage Association.

H

Hedge

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

I

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, debt issued by securitization vehicles, FHLB Des Moines advances and credit facilities. Average Interest Bearing Liabilities is based on daily balances.

Interest Earning Assets

Refers to Residential Securities, U.S. Treasury securities, reverse repurchase agreements, commercial real estate debt and preferred equity interests, residential mortgage loans 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.

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 Securities and other investment instruments.

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Investment Company Act

Refers to the Investment Company Act of 1940, as amended.

L

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, debt issued by securitization vehicles and mortgages payable. Certain credit facilities (included within other secured financing), debt issued by securitization vehicles and mortgages payable are non-recourse to us.

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.

M

Market Agreed Coupon (“MAC”) Interest Rate Swap

An interest rate swap contract structure with pre-defined, market agreed terms, developed by SIFMA and ISDA with the purpose of promoting liquidity and simplified administration.

Monetary Policy

Action taken by the Federal Open Market Committee 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.

N

NAV

Net asset value.

Net Interest Income

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

Net Interest Margin

Represents the sum of the Company's interest income plus TBA dollar roll income and CMBX coupon income less interest expense and the net interest component of interest rate swaps divided by the sum of average Interest Earning Assets plus average TBA contract and CMBX balances.

Net Interest Spread

Calculated by taking the average yield on Interest Earning Assets minus the average cost of Interest Bearing Liabilities, which includes the net interest component of interest rate swaps.

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.

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O

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.

Overnight Index Swaps (“OIS”)

An interest rate swap in which a fixed rate is exchanged for an overnight floating rate.

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.

P

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 cumulative impact on prior periods, but not the current period, of quarter-over-quarter changes in estimated long-term prepayment speeds related to our Agency mortgage-backed securities.

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.

Prepayment Speed

The estimated rate at which mortgage borrowers will pay off the mortgages that underlie an MBS.

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.

R

Rate Reset

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

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.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

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 (excluding certain non-recourse credit facilities). Securitized debt, certain credit facilities (included within other secured financing) and mortgages payable are non-recourse to us and are excluded from this measure.

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 Securities

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

Residual

In securitizations, 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.

S

Secondary Market

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

Secured Overnight Financing Rate (“SOFR”)

Broad measure of the cost of borrowing cash overnight collateralized by Treasury securities and was chosen by the Alternative Reference Rate Committee as the preferred benchmark rate to replace dollar LIBOR in coming years.

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, investors 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.

T

Target Assets

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

Taxable REIT Subsidiary (“TRS”)

An entity that is owned directly or indirectly by a REIT and has jointly elected with the REIT to be treated as a TRS for tax purposes. Annaly and certain of its direct and indirect subsidiaries have made separate joint elections to treat these subsidiaries as TRSs.

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.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

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

U

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.

V

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.

Voting Interest Entity (“VOE”)

An entity that has sufficient equity and in which equity investors have a controlling financial interest.

W

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.

Y

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.

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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 September 30, 2019 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

86

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 September 30, 2019, 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.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On June 3, 2019 we announced that our Board of Directors authorized the repurchase of up to $1.5 billion of our outstanding common shares through December 31, 2020. The following table sets forth information with respect to this share repurchase program for the quarter ended September 30, 2019.

	Total Number of Shares Purchased	Average Price Paid Per Share (1)		The total number of shares purchased as part of publicly announced repurchase plans or programs(1)		Maximum Dollar Value of Shares That May Yet Be Purchased Under The Plan (1)
				(dollars in thousands)
September 1, 2019 - September 30, 2019	18,298,944	$	8.47	$	155,030	$	1,344,970
Total	18,298,944			$	155,030	$	1,344,970
(1)    Excludes commission costs.

ITEM 6. EXHIBITS

Exhibits:

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

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Exhibit Number	Exhibit Description
3.1	Articles Supplementary reclassifying and designating 7,000,000 authorized but unissued shares of Registrant’s 7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share, as shares of Registrant’s undesignated common stock (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed July 22, 2019).
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.
101.INS XBRL	The instance document does not appear in the interactive data file because its Extensible Business Reporting Language (XBRL) tags are embedded within the Inline XBRL document. The following documents are formatted in Inline XBRL: (i) Consolidated Statements of Financial Condition at September 30, 2019 (Unaudited) and December 31, 2018 (Derived from the audited Consolidated Statement of Financial Condition at December 31, 2018); (ii) Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the three and nine months ended September 30, 2019 and 2018; (iii) Consolidated Statements of Stockholders’ Equity (Unaudited) for the three and nine months ended September 30, 2019 and 2018; (iv) Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2019 and 2018; and (v) Notes to Consolidated Financial Statements (Unaudited).
101.SCH XBRL	Taxonomy Extension Schema Document
101.CAL XBRL	Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL	Additional Taxonomy Extension Definition Linkbase Document Created
101.LAB XBRL	Taxonomy Extension Label Linkbase Document
101.PRE XBRL	Taxonomy Extension Presentation Linkbase Document
104	The cover page for the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 (formatted in Inline XBRL and contained in Exhibit 101).

88

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

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:	October 31, 2019	By: /s/ Kevin G. Keyes
		Kevin G. Keyes
		Chairman, Chief Executive Officer and President (Principal Executive Officer)
Dated:	October 31, 2019	By: /s/ Glenn A. Votek
		Glenn A. Votek
		Chief Financial Officer (Principal Financial Officer)

II-1

EX-31.1

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Exhibit 31.1

CERTIFICATIONS

I, Kevin G. Keyes, certify that:

1.		I have reviewed this quarterly report on Form 10-Q of Annaly Capital Management, Inc.;
2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.		The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 31, 2019

/s/ Kevin G. Keyes

Chairman, Chief Executive Officer and President (Principal Executive Officer)

EX-31.2

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Exhibit 31.2

CERTIFICATIONS

I, Glenn A. Votek, certify that:

1.		I have reviewed this quarterly report on Form 10-Q of Annaly Capital Management, Inc.;
2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.		The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 31, 2019

/s/ Glenn A. Votek

Chief Financial Officer (Principal Financial Officer)

EX-32.1

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Exhibit 32.1

ANNALY CAPITAL MANAGEMENT, INC.

1211 AVENUE OF THE AMERICAS

NEW YORK, NEW YORK 10036

CERTIFICATION

PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350

In connection with the quarterly report on Form 10-Q of Annaly Capital Management, Inc. (the “Company”) for the quarter ended September 30, 2019 to be filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Kevin G. Keyes, Chief Executive Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates of, and for the periods covered by, the Report.

It is not intended that this statement be deemed to be filed for purposes of the Securities Exchange Act of 1934.

/s/ Kevin G. Keyes

Kevin G. Keyes

Chairman, Chief Executive Officer and President (Principal Executive Officer)

October 31, 2019

EX-32.2

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Exhibit 32.2

ANNALY CAPITAL MANAGEMENT, INC.

1211 AVENUE OF THE AMERICAS

NEW YORK, NEW YORK 10036

CERTIFICATION

PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002, 18 U.S.C. SECTION 1350

In connection with the quarterly report on Form 10-Q of Annaly Capital Management, Inc. (the “Company”) for the quarter ended September 30, 2019 to be filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Glenn A. Votek, Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates of, and for the periods covered by, the Report.

It is not intended that this statement be deemed to be filed for purposes of the Securities Exchange Act of 1934.

/s/ Glenn A. Votek

Glenn A. Votek

Chief Financial Officer (Principal Financial Officer)

October 31, 2019

XML

SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

3. SIGNIFICANT ACCOUNTING POLICIES

The Company’s significant accounting policies are described below or are included elsewhere in these notes to the Consolidated Financial Statements.

Principles of Consolidation – The consolidated financial statements include the accounts of the entities where the Company has a controlling financial interest. In order to determine whether the Company has a controlling financial interest, it first evaluates whether an entity is a voting interest entity (“VOE”) or a variable interest entity (“VIE”). All intercompany balances and transactions have been eliminated in consolidation.

Voting Interest Entities – A VOE is an entity that has sufficient equity and in which equity investors have a controlling financial interest. The Company consolidates VOEs where it has a majority of the voting equity of such VOE.

Variable Interest Entities – A VIE is defined as 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. A VIE is required to be consolidated by its primary beneficiary, which is defined as the party that has both (i) the power to control the activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The Company performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE causes the Company’s consolidation conclusion to change. Refer to the “Variable Interest Entities” Note for further information.

Equity Method Investments - For entities that are not consolidated, but where the Company has significant influence over the operating or financial decisions of the entity, the Company accounts for the investment under the equity method of accounting. In accordance with the equity method of accounting, the Company will recognize its share of earnings or losses of the investee in the period in which they are reported by the investee. The Company also considers whether there are any indicators of other-than-temporary impairment of joint ventures accounted for under the equity method. These investments are included in Real estate, net and Other assets with income or loss included in Other income (loss).

Cash and Cash Equivalents – Cash and cash equivalents include cash on hand, cash held in money market funds on an overnight basis and cash pledged as collateral with counterparties. Cash deposited with clearing organizations is carried at cost, which approximates fair value. Cash and securities deposited with clearing organizations and collateral held in the form of cash on margin with counterparties to the Company’s interest rate swaps and other derivatives totaled $1.6 billion at September 30, 2019 and December 31, 2018.

Equity Securities – The Company may invest in equity securities that are not accounted for under the equity method or do not result in consolidation. These equity securities are required to be reported at fair value with unrealized gains and losses reported in the Consolidated Statements of Comprehensive Income (Loss) as Net unrealized gains (losses) on instruments measured at fair value through earnings, unless the securities do not have readily determinable fair values.  For such equity securities without readily determinable fair values, the Company has elected to carry the securities at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. For equity securities carried at fair value through earnings, dividends are recorded in earnings on the declaration date. Dividends from equity securities without readily determinable fair values are recognized as income when received to the extent they are distributed from net accumulated earnings.

Fair Value Measurements and the Fair Value Option – The Company reports various investments at fair value, including certain eligible financial instruments elected to be accounted for under the fair value option (“FVO”). The Company chooses to elect the fair value option in order to simplify the accounting treatment for certain financial instruments. Items for which the fair value option has been elected are presented at fair value in the Consolidated Statements of Financial Condition and any change in fair value is recorded in Net unrealized gains (losses) on instruments measured at fair value through earnings in the Consolidated Statements of Comprehensive Income (Loss). For additional information regarding financial instruments for which the Company has elected the fair value option see the table in the “Financial Instruments” Note.

Refer to the “Fair Value Measurements” Note for a complete discussion on the methodology utilized by the Company to estimate the fair value of certain financial instruments.

Offsetting Assets and Liabilities - The Company elected to present all derivative instruments on a gross basis as discussed in the “Derivative Instruments” Note. Reverse repurchase and repurchase agreements are presented net in the Consolidated Statements of Financial Condition if they are subject to netting agreements and they meet the offsetting criteria. Please see below and refer to the “Secured Financing” Note for further discussion on reverse repurchase and repurchase agreements.

Derivative Instruments – Derivatives are accounted for in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging, which requires recognition of all derivatives as either assets or liabilities at fair value in the Consolidated Statements of Financial Condition with changes in fair value recognized in the Consolidated Statements of Comprehensive Income (Loss). The changes in the estimated fair value are presented within Net gains (losses) on other derivatives with the exception of interest rate swaps which are separately presented. None of the Company’s derivative transactions have been designated as hedging instruments for accounting purposes. Refer to the “Derivative Instruments” Note for further discussion.

Stock Based Compensation – The Company is required to measure and recognize in the consolidated financial statements the compensation cost relating to share-based payment transactions. The Company recognizes compensation expense ratably over the requisite service period for the entire award.

Interest Income - The Company recognizes coupon income, which is a component of interest income, based upon the outstanding principal amounts of the financial instruments and their contractual terms. In addition, the Company amortizes or accretes premiums or discounts into interest income for its Agency mortgage-backed securities (other than multifamily securities), taking into account estimates of future principal prepayments in the calculation of the effective yield.  The Company recalculates 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 premium amortization adjustment 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.

Premiums or discounts associated with the purchase of Agency interest-only securities, reverse mortgages and residential credit securities are amortized or accreted into interest income based upon current expected future cash flows with any adjustment to yield made on a prospective basis.

Premiums and discounts associated with the purchase of residential mortgage loans and with those transferred or pledged to securitization trusts are primarily amortized or accreted into interest income over their estimated remaining lives using the effective interest rates inherent in the estimated cash flows from the mortgage loans. Amortization of premiums and accretion of discounts are presented in Interest income in the Consolidated Statements of Comprehensive Income (Loss). Refer to the “Interest Income and Interest Expense” Note for further discussion of interest income.

Income Taxes – The Company has elected to be taxed as a REIT and intends to comply with the provisions of the Code, with respect thereto. As a REIT, the Company will not incur federal income tax to the extent that it distributes its taxable income to its stockholders. The Company and certain of its direct and indirect subsidiaries have made separate joint elections to treat these subsidiaries as taxable REIT subsidiaries (“TRSs”).  As such, each of these TRSs is taxable as a domestic C corporation and subject to federal, state and local income taxes based upon its taxable income. Refer to the “Income Taxes” Note for further discussion on income taxes.

Recent Accounting Pronouncements

The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”).  ASUs not listed below were not applicable, not expected to have a significant impact on the Company’s consolidated financial statements when adopted or did not have a significant impact on the Company’s consolidated financial statements upon adoption.

Standard	Description	Effective Date	Effect on the Financial Statements or Other Significant Matters
Standards that are not yet adopted
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 certain 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 plans to adopt the new standard on January 1, 2020. 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. The Company has decided to apply a probability of default methodology to loans and loan commitments that will be impacted by the adoption and is determining appropriate internal controls and financial statement disclosures. Key implementation efforts have included initiating a parallel process including model testing and validation and development of internal controls. The Company expects an increase in the allowance as a result of adoption of the new guidance, but does not expect that the increase will be significant. The ultimate impact will depend on the Company’s portfolio, the macroeconomic conditions and forecast, and other management assumptions as of the date of adoption. Further, based on the amended guidance for available-for-sale debt securities, the Company does not expect a significant impact to its securities portfolio.
Standard	Description	Effective Date	Effect on the Financial Statements or Other Significant Matters
Standards that were adopted
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	The amendments are expected to result in fewer transactions being accounted for as business combinations.
ASU 2016-15 Statement of cash flows (Topic 230): Classification of certain cash receipts and cash payments	This update provides specific guidance on certain cash flow classification issues, including classification of cash receipts and payments that have aspects of more than one class of cash flows. If cash flows cannot be separated by source or use, the appropriate classification should depend on the activity that is likely to be the predominant source or use of cash flows.	January 1, 2018	As a result of adopting this standard, the Company reclassified its cash flows on reverse repurchase and repurchase agreements entered into by Arcola Securities, Inc. (“Arcola”) from operating activities to investing and financing activities, respectively, in the Consolidated Statements of Cash Flows. The Company applied the retrospective transition method, which resulted in reclassification of comparative periods.

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COVER PAGE - shares	9 Months Ended
	Sep. 30, 2019	Oct. 25, 2019
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2019
Document Transition Report	false
Entity File Number	1-13447
Entity Registrant Name	ANNALY CAPITAL MANAGEMENT INC
Entity Incorporation, State or Country Code	MD
Entity Tax Identification Number	22-3479661
Entity Address, Address Line One	1211 Avenue of the Americas
Entity Address, City or Town	New York,
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	212
Local Phone Number	696-0100
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		1,430,106,199
Amendment Flag	false
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001043219
Current Fiscal Year End Date	--12-31
Common Stock, par value $0.01 per share
Document Information [Line Items]
Title of Each Class	Common Stock, par value $0.01 per share
Trading Symbol	NLY
Name of Each Exchange on Which Registered	NYSE
7.50% Series D Cumulative Redeemable Preferred Stock
Document Information [Line Items]
Title of Each Class	7.50% Series D Cumulative Redeemable Preferred Stock
Trading Symbol	NLY.D
Name of Each Exchange on Which Registered	NYSE
6.95% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
Document Information [Line Items]
Title of Each Class	6.95% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
Trading Symbol	NLY.F
Name of Each Exchange on Which Registered	NYSE
6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
Document Information [Line Items]
Title of Each Class	6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
Trading Symbol	NLY.G
Name of Each Exchange on Which Registered	NYSE
6.75% Series I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
Document Information [Line Items]
Title of Each Class	6.75% Series I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock
Trading Symbol	NLY.I
Name of Each Exchange on Which Registered	NYSE

XML

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)		Total		Preferred stock	Common stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit		Total Stockholders’ Equity	Noncontrolling Interest
Beginning of period at Dec. 31, 2017				$ 1,720,381,000	$ 11,596,000	$ 17,221,265,000	$ (1,126,020,000)	$ (2,961,749,000)			$ 6,100,000
Issuance				411,335,000	1,103,000	1,116,409,000
Buyback of common stock					0	0
Acquisition of subsidiary				55,000,000	330,000	455,613,000
Redemption of preferred stock				(408,548,000)		(3,952,000)
Direct purchase and dividend reinvestment		$ 2,584,000			2,000	2,582,000
Stock compensation expense						1,789,000
Unrealized gains (losses) on available-for-sale securities		(3,104,218,000)					(3,104,218,000)
Reclassification adjustment for net (gains) losses included in net income (loss)		407,282,000					407,282,000
Net income (loss) attributable to Annaly		2,309,297,000						2,309,297,000
Dividends declared on preferred stock	[1]							(96,818,000)
Dividends and dividend equivalents declared on common stock and share-based awards		(1,062,685,000)						(1,062,685,000)	[1]
Net income (loss) attributable to noncontrolling interests		277,000									(277,000)
Equity contributions from (distributions to) noncontrolling interest											39,000
End of period at Sep. 30, 2018		14,955,856,000		1,778,168,000	13,031,000	18,793,706,000	(3,822,956,000)	(1,811,955,000)		$ 14,949,994,000	5,862,000
Beginning of period at Jun. 30, 2018				1,723,168,000	11,643,000	17,268,596,000	(3,434,447,000)	(1,800,370,000)			5,266,000
Issuance				0	1,057,000	1,068,292,000
Buyback of common stock					0	0
Acquisition of subsidiary				55,000,000	330,000	455,613,000
Redemption of preferred stock				0		0
Direct purchase and dividend reinvestment					1,000	1,037,000
Stock compensation expense						168,000
Unrealized gains (losses) on available-for-sale securities		(719,609,000)					(719,609,000)
Reclassification adjustment for net (gains) losses included in net income (loss)		331,100,000					331,100,000
Net income (loss) attributable to Annaly		385,578,000						385,578,000
Dividends declared on preferred stock	[1]							(31,675,000)
Dividends and dividend equivalents declared on common stock and share-based awards		(365,488,000)						(365,488,000)	[1]
Net income (loss) attributable to noncontrolling interests		149,000									(149,000)
Equity contributions from (distributions to) noncontrolling interest											745,000
End of period at Sep. 30, 2018		14,955,856,000		1,778,168,000	13,031,000	18,793,706,000	(3,822,956,000)	(1,811,955,000)		14,949,994,000	5,862,000
Beginning of period at Dec. 31, 2018		14,117,801,000	[2]	1,778,168,000	13,138,000	18,794,331,000	(1,979,865,000)	(4,493,660,000)			5,689,000
Issuance				428,324,000	1,422,000	1,397,484,000
Buyback of common stock					(182,000)	(155,122,000)
Acquisition of subsidiary				0	0	0
Redemption of preferred stock				(224,466,000)		(5,534,000)
Direct purchase and dividend reinvestment		1,795,000			2,000	1,793,000
Stock compensation expense						2,018,000
Unrealized gains (losses) on available-for-sale securities		4,289,054,000					4,289,054,000
Reclassification adjustment for net (gains) losses included in net income (loss)		4,626,000					4,626,000
Net income (loss) attributable to Annaly		(3,372,539,000)						(3,372,539,000)
Dividends declared on preferred stock	[1]							(101,067,000)
Dividends and dividend equivalents declared on common stock and share-based awards		(1,158,629,000)						(1,158,629,000)	[1]
Net income (loss) attributable to noncontrolling interests		294,000									(294,000)
Equity contributions from (distributions to) noncontrolling interest											(987,000)
End of period at Sep. 30, 2019		15,223,704,000		1,982,026,000	14,380,000	20,034,970,000	2,313,815,000	(9,125,895,000)		15,219,296,000	4,408,000
Beginning of period at Jun. 30, 2019				2,110,346,000	14,562,000	20,195,419,000	1,365,003,000	(7,982,649,000)			4,726,000
Issuance				41,146,000	0	0
Buyback of common stock					(182,000)	(155,122,000)
Acquisition of subsidiary				0	0	0
Redemption of preferred stock				(169,466,000)		(5,534,000)
Direct purchase and dividend reinvestment					0	0
Stock compensation expense						207,000
Unrealized gains (losses) on available-for-sale securities		1,034,873,000					1,034,873,000
Reclassification adjustment for net (gains) losses included in net income (loss)		(86,061,000)					(86,061,000)
Net income (loss) attributable to Annaly		(747,059,000)						(747,059,000)
Dividends declared on preferred stock	[1]							(36,451,000)
Dividends and dividend equivalents declared on common stock and share-based awards		(359,736,000)						(359,736,000)	[1]
Net income (loss) attributable to noncontrolling interests		110,000									(110,000)
Equity contributions from (distributions to) noncontrolling interest											(208,000)
End of period at Sep. 30, 2019		$ 15,223,704,000		$ 1,982,026,000	$ 14,380,000	$ 20,034,970,000	$ 2,313,815,000	$ (9,125,895,000)		$ 15,219,296,000	$ 4,408,000

[1] (1) See Note titled “Capital Stock” for dividends per share for each class of shares.

[2] ⁽¹⁾  Derived from the audited consolidated financial statements at December 31, 2018.

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INCOME TAXES

9 Months Ended

Sep. 30, 2019

Income Tax Disclosure [Abstract]

INCOME TAXES

17.  INCOME TAXES

For the three months ended September 30, 2019 the Company was qualified to be taxed as a REIT under Code Sections 856 through 860. As a REIT, the Company will not incur federal income tax to the extent that it distributes its taxable income to its stockholders. To maintain qualification as a REIT, the Company must distribute at least 90% of its annual REIT taxable income

to its stockholders and meet certain other requirements that relate to, among other things, assets it may hold, income it may generate and its stockholder composition. It is generally the Company’s policy to distribute 100% of its REIT taxable income. To the extent there is any undistributed REIT taxable income at the end of a year, the Company distributes such shortfall within the next year as permitted by the Code.

The Company and certain of its direct and indirect subsidiaries, including Annaly TRS, Inc. and certain subsidiaries of Mountain Merger Sub Corp., have made separate joint elections to treat these subsidiaries as TRSs.  As such, each of these TRSs is taxable as a domestic C corporation and subject to federal, state and local income taxes based upon their taxable income.

The provisions of ASC 740, Income Taxes (“ASC 740”), clarify the accounting for uncertainty in income taxes recognized in financial statements and prescribe a recognition threshold and measurement attribute for uncertain tax positions taken or expected to be taken on a tax return. ASC 740 also requires that interest and penalties related to unrecognized tax benefits be recognized in the financial statements. The Company does not have any unrecognized tax benefits that would affect its financial position. Thus, no accruals for penalties and interest were deemed necessary at September 30, 2019 and December 31, 2018.

The state and local tax jurisdictions for which the Company is subject to tax-filing obligations recognize the Company’s status as a REIT, and therefore, the Company generally does not pay income tax in such jurisdictions. The Company may, however, be subject to certain minimum state and local tax filing fees as well as certain excise, franchise or business taxes. The Company’s TRSs are subject to federal, state and local taxes.

During the three and nine months ended September 30, 2019, the Company recorded ($6.9) million and ($10.2) million, respectively, of income tax benefit attributable to its TRSs. During the three and nine months ended September 30, 2018, the Company recorded ($7.1) million and ($3.3) million, respectively of income tax benefit attributable to its TRSs. The Company’s federal, state and local tax returns from 2016 and forward remain open for examination.

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ARCOLA REGULATORY REQUIREMENTS

9 Months Ended

Sep. 30, 2019

Regulatory Capital Requirements [Abstract]

ARCOLA REGULATORY REQUIREMENTS

21.  ARCOLA REGULATORY REQUIREMENTS

Arcola is the Company’s wholly owned and consolidated broker-dealer. Arcola is subject to regulations of the securities business that include but are not limited to trade practices, use and safekeeping of funds and securities, capital structure, recordkeeping and conduct of directors, officers and employees. 

Arcola is a member of various clearing organizations with which it maintains cash required to conduct its day-to-day clearance activities. Arcola enters into reverse repurchase agreements and repurchase agreements as part of its matched book trading activity. Reverse repurchase agreements are recorded on settlement date at the contractual amount and are collateralized by mortgage-backed or other securities. Arcola generates income from the spread between what is earned on the reverse repurchase agreements and what is paid on the matched repurchase agreements. Arcola’s policy is to obtain possession of collateral with a market value in excess of the principal amount loaned under reverse repurchase agreements. To ensure that the market value of the underlying collateral remains sufficient, collateral is valued daily, and Arcola will require counterparties to deposit additional collateral, when necessary.  All reverse repurchase activities are transacted under master repurchase agreements or other documentation that give Arcola the right, in the event of default, to liquidate collateral held and in some instances, to offset receivables and payables with the same counterparty.

As a member of the Financial Industry Regulatory Authority (“FINRA”), Arcola is required to maintain a minimum net capital balance. At September 30, 2019 Arcola had a minimum net capital requirement of $0.3 million. Arcola consistently operates with capital in excess of its regulatory capital requirements. Arcola’s regulatory net capital as defined by SEC Rule 15c3-1, at September 30, 2019 was $397.3 million with excess net capital of $397.0 million.

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LEASE COMMITMENTS AND CONTINGENCIES (Tables)

9 Months Ended

Sep. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

Supplemental Information Regarding Leases

Supplemental information related to leases as of and for the nine months ended September 30, 2019 was as follows:

Operating Leases	Classification	September 30, 2019
Assets	(dollars in thousands)
Operating lease right-of-use assets	Other assets	$	16,427
Liabilities
Operating lease liabilities (1)	Other liabilities	$	21,217
Lease term and discount rate
Weighted average remaining lease term		5.9 years
Weighted average discount rate (1)		2.9%
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases		$	2,784
(1)     As the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at adoption date in determining the present value of lease payments.

Operating Lease Liability Schedule of Maturity

The following table provides details related to maturities of lease liabilities:

	Maturity of Lease Liabilities
Years ending December 31,	(dollars in thousands)
2019 (remaining)	$	928
2020	3,799
2021	3,918
2022	3,862
2023	3,862
Later years	6,757
Total lease payments	$	23,126
Less imputed interest	1,909
Present value of lease liabilities	$	21,217

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SECURED FINANCING (Tables)

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

Schedule of Repurchase Agreements Remaining Maturity ,Collateral Types and Weighted Average Rates

At September 30, 2019 and December 31, 2018, the repurchase agreements had the following remaining maturities, collateral types and weighted average rates: 

September 30, 2019
	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	$	19,451,333	$	—	$	—	$	—	$	—	$	19,451,333	2.76	%
2 to 29 days	32,145,933		195,190		670,750		—		159,008		33,170,881		2.46	%
30 to 59 days	15,114,797		—		—		—		23,665		15,138,462		2.64	%
60 to 89 days	19,846,591		30,964		154,159		103,938		3,926		20,139,578		2.26	%
90 to 119 days	5,077,560		—		—		—		—		5,077,560		2.44	%
Over 120 days (1)	9,513,621		—		60,957		100,676		29,036		9,704,290		2.18	%
Total	$	101,149,835	$	226,154	$	885,866	$	204,614	$	215,635	$	102,682,104	2.48	%

December 31, 2018
	Agency Mortgage-Backed Securities		CRTs		Non-Agency Mortgage-Backed Securities		Commercial Loans		Commercial Mortgage-Backed Securities		U.S. Treasury Securities		Total Repurchase Agreements		Weighted Average Rate
	(dollars in thousands)
1 day	$	—	$	—	$	—	$	—	$	—	$	—	$	—	—	%
2 to 29 days	30,661,001		284,906		353,429		—		72,840		640,465		32,012,641		3.50	%
30 to 59 days	8,164,165		—		—		—		—		—		8,164,165		2.33	%
60 to 89 days	18,326,399		88,630		251,441		—		23,302		—		18,689,772		2.62	%
90 to 119 days	10,067,183		—		—		—		—		—		10,067,183		2.54	%
Over 120 days (1)	11,263,625		—		116,434		693,939		108,115		—		12,182,113		2.92	%
Total	$	78,482,373	$	373,536	$	721,304	$	693,939	$	204,257	$	640,465	$	81,115,874	2.97	%

 ⁽¹⁾ 

Less than 1% and approximately 1% of the total repurchase agreements had a remaining maturity over 1 year at September 30, 2019 and December 31, 2018, respectively.

Summary of Gross Amounts, Amounts Offset and net Amounts of Repurchase Agreement and Reverse Repurchase Agreement

The following table summarizes the gross amounts of reverse repurchase agreements and repurchase agreements, amounts offset in accordance with netting arrangements and net amounts of repurchase agreements and reverse repurchase agreements as presented in the Consolidated Statements of Financial Condition at September 30, 2019 and December 31, 2018. Refer to the “Derivative Instruments” Note for information related to the effect of netting arrangements on the Company’s derivative instruments.

	September 30, 2019						December 31, 2018
	Reverse Repurchase Agreements			Repurchase Agreements			Reverse Repurchase Agreements		Repurchase Agreements
	(dollars in thousands)
Gross amounts	$	550,000		$	103,232,104		$	650,040	$	81,115,874
Amounts offset	(550,000		)	(550,000		)	—		—
Netted amounts	$	—		$	102,682,104		$	650,040	$	81,115,874

Schedule of Mortgage Notes Payable

Mortgage loans payable at September 30, 2019 and December 31, 2018, were as follows:

September 30, 2019
Property	Mortgage Carrying Value		Mortgage Principal		Interest Rate	Fixed/Floating Rate	Maturity Date	Priority
(dollars in thousands)
Joint Ventures	$	316,535	$	318,625	4.03% - 4.96%	Fixed	2024 - 2029	First liens
Joint Ventures	16,003		16,325		L+2.15%	Floating	2/27/2022	First liens
Virginia	83,412		85,193		2.34% - 4.55%	Fixed	2036 - 2053	First liens
Texas	31,799		33,311		3.28%	Fixed	1/1/2048 and 1/1/2053	First liens
Utah	9,706		9,706		L+3.50%	Floating	1/31/2020	First liens
Utah	7,104		7,122		3.69%	Fixed	6/1/2053	First liens
Minnesota	13,292		13,326		3.69%	Fixed	6/1/2053	First liens
Wisconsin	7,806		7,827		3.69%	Fixed	6/1/2053	First liens
Total	$	485,657	$	491,435

December 31, 2018
Property	Mortgage Carrying Value		Mortgage Principal		Interest Rate	Fixed/Floating Rate	Maturity Date	Priority
(dollars in thousands)
Joint Ventures	$	316,275	$	318,664	4.03% - 4.96%	Fixed	2024 - 2029	First liens
Joint Ventures	16,125		16,125		L+2.75%	Floating	3/14/2020	First liens
Virginia	95,827		97,667		2.75% - 4.96%	Fixed	2019 - 2053	First liens
Texas	32,189		33,735		3.28%	Fixed	1/1/2053	First liens
Utah	9,703		9,706		L+3.50%	Floating	1/31/2019	First liens
Utah	7,279		7,201		3.69%	Fixed	6/1/2053	First liens
Minnesota	13,438		13,473		3.69%	Fixed	6/1/2053	First liens
Tennessee	12,328		12,350		4.01%	Fixed	9/6/2019	First liens
Wisconsin	7,892		7,913		3.69%	Fixed	6/1/2053	First liens
Total	$	511,056	$	516,834

Schedule of Mortgage Loan Principle Payments Due

The following table details future mortgage loan principal payments at September 30, 2019:

Mortgage Loan Principal Payments
(dollars in thousands)
2019 (remaining)	$	804
2020	12,989
2021	3,491
2022	20,034
2023	3,844
Later years	450,273
Total	$	491,435

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VARIABLE INTEREST ENTITIES - Additional Information (Details) - USD ($)		1 Months Ended		3 Months Ended		9 Months Ended		12 Months Ended
		Aug. 31, 2019	Aug. 31, 2017	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018		Jul. 31, 2019	Jun. 30, 2019	Apr. 30, 2019	Feb. 28, 2019	Jan. 31, 2019	Oct. 31, 2018	Jul. 31, 2018	Mar. 31, 2018
Variable Interest Entity [Line Items]
Loans	[1]			$ 3,946,614,000		$ 3,946,614,000		$ 4,585,975,000	[2]
Securitized debt of consolidated VIEs				3,856,082,000		3,856,082,000		3,347,062,000	[2]
Estimated Fair Value	[3]			116,094,061,000		116,094,061,000		92,623,788,000	[2]
Costs incurred in connection with securitization				66,138,000	$ 126,509,000	228,283,000	$ 252,800,000
Other secured financings				4,466,030,000		4,466,030,000		4,183,311,000	[2]
Pingora
Variable Interest Entity [Line Items]
Variable interest entity, ownership percentage			100.00%
Consolidated VIEs
Variable Interest Entity [Line Items]
Exposure to obligations of VIEs				2,700,000,000		2,700,000,000
Consolidated VIEs | Consolidation, Eliminations
Variable Interest Entity [Line Items]
Estimated Fair Value				182,300,000		182,300,000		224,300,000
Consolidated VIEs | NLY 2019-FL2
Variable Interest Entity [Line Items]
Mortgage loans, unpaid principal balance				814,400,000		814,400,000
Loans													$ 857,300,000
Securitized debt of consolidated VIEs				635,900,000		635,900,000
Costs incurred in connection with securitization						8,300,000
Contractual principal amount of debt held by third parties				633,900,000		633,900,000
Consolidated VIEs | NLY 2019-FL2 | Consolidation, Eliminations
Variable Interest Entity [Line Items]
Estimated Fair Value				223,900,000		223,900,000
Consolidated VIEs | OBX Trust
Variable Interest Entity [Line Items]
Loans										$ 463,405,000	$ 383,760,000	$ 388,156,000		$ 393,961,000	$ 384,027,000	$ 383,451,000	$ 327,162,000
Securitized debt of consolidated VIEs				1,800,000,000		1,800,000,000
Costs incurred in connection with securitization				2,600,000	$ 1,800,000	7,300,000	$ 3,300,000
Contractual principal amount of debt held by third parties				1,800,000,000		1,800,000,000
Consolidated VIEs | OBX Trust | Consolidation, Eliminations
Variable Interest Entity [Line Items]
Estimated Fair Value				512,600,000		512,600,000
CMBS Securitization Trust | Consolidated VIEs | Collateralized Mortgage Backed Securities
Variable Interest Entity [Line Items]
Commitments to purchase subordinated tranche in securitization trust		$ 20,300,000						94,000,000
Commercial Trusts | Consolidated VIEs
Variable Interest Entity [Line Items]
Mortgage loans, unpaid principal balance				1,500,000,000		1,500,000,000
Gain (Loss) attributable to instrument- specific credit risk						0
Loans				0		0		0
Other secured financings				0		0		0
Commercial Trusts | Consolidated VIEs | Financing Receivables, Equal to Greater than 90 Days Past Due
Variable Interest Entity [Line Items]
Loans 90 days or more past due or on nonaccrual status				0		0
Residential Trusts | Consolidated VIEs
Variable Interest Entity [Line Items]
Loans				0		0		0
Contractual principal amount of debt held by third parties				66,200,000		66,200,000
Other secured financings				0		0		$ 0
Borrower
Variable Interest Entity [Line Items]
Credit facility, maximum borrowing capacity				500,000,000.0		500,000,000.0
Other secured financings				434,700,000		434,700,000
Borrower | Consolidation, Eliminations
Variable Interest Entity [Line Items]
Intercompany receivable				434,700,000		434,700,000
Borrower | Corporate debt held for sale, net
Variable Interest Entity [Line Items]
Transferred loans pledged as collateral for credit facility				748,800,000		748,800,000
Borrower | July 2017 Credit Facility | Consolidated VIEs
Variable Interest Entity [Line Items]
Credit facility, maximum borrowing capacity				250,000,000.0		250,000,000.0
Borrower | July 2017 Credit Facility | Consolidated VIEs | Corporate debt held for sale, net
Variable Interest Entity [Line Items]
Transferred loans pledged as collateral for credit facility				435,500,000		435,500,000
Other secured financings				246,700,000		246,700,000
Borrower | January 2019 Credit Facility | Consolidated VIEs
Variable Interest Entity [Line Items]
Credit facility, maximum borrowing capacity														$ 200,000,000.0
Other secured financings				$ 152,200,000		$ 152,200,000

[1] ⁽⁴⁾  Includes $76.3 million and $97.5 million of residential mortgage loans held for sale and $0 and $42.2 million of commercial mortgage loans held for sale at September 30, 2019 and December 31, 2018, respectively.

[2] ⁽¹⁾  Derived from the audited consolidated financial statements at December 31, 2018.

[3] ⁽³⁾  Excludes $429.1 million and $83.6 million at September 30, 2019 and December 31, 2018, respectively, of non-Agency mortgage-backed securities and $182.3 million and $224.3 million at September 30, 2019 and December 31, 2018, respectively, of commercial mortgage-backed securities in consolidated VIEs pledged as collateral and eliminated from the Company’s Consolidated Statements of Financial Condition.

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CAPITAL STOCK - Schedule of Preferred Stock (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Class of Stock [Line Items]
Shares Authorized (in shares)	85,150,000		75,950,000
Shares Issued (in shares)	81,900,000		73,400,000
Shares Outstanding (in shares)	81,900,000		73,400,000
Carrying Value	$ 1,982,026		$ 1,778,168	[1]
Series C
Class of Stock [Line Items]
Shares Authorized (in shares)	0		7,000,000
Shares Issued (in shares)	0		7,000,000
Shares Outstanding (in shares)	0		7,000,000
Carrying Value	$ 0		$ 169,466
Contractual Rate	7.625%
Series D
Class of Stock [Line Items]
Shares Authorized (in shares)	18,400,000		18,400,000
Shares Issued (in shares)	18,400,000		18,400,000
Shares Outstanding (in shares)	18,400,000		18,400,000
Carrying Value	$ 445,457		$ 445,457
Contractual Rate	7.50%
Series H
Class of Stock [Line Items]
Shares Authorized (in shares)	0		2,200,000
Shares Issued (in shares)	0	2,200,000	2,200,000
Shares Outstanding (in shares)	0		2,200,000
Carrying Value	$ 0		$ 55,000
Contractual Rate	8.125%
Series F
Class of Stock [Line Items]
Shares Authorized (in shares)	28,800,000		28,800,000
Shares Issued (in shares)	28,800,000		28,800,000
Shares Outstanding (in shares)	28,800,000		28,800,000
Carrying Value	$ 696,910		$ 696,910
Contractual Rate	6.95%
Floating annual rate	4.993%
Series G
Class of Stock [Line Items]
Shares Authorized (in shares)	19,550,000		19,550,000
Shares Issued (in shares)	17,000,000	17,000,000.0	17,000,000
Shares Outstanding (in shares)	17,000,000		17,000,000
Carrying Value	$ 411,335		$ 411,335
Contractual Rate	6.50%	6.50%
Floating annual rate	4.172%
Series I
Class of Stock [Line Items]
Shares Authorized (in shares)	18,400,000		0
Shares Issued (in shares)	17,700,000		0
Shares Outstanding (in shares)	17,700,000		0
Carrying Value	$ 428,324		$ 0
Contractual Rate	6.75%
Floating annual rate	4.989%

[1] ⁽¹⁾  Derived from the audited consolidated financial statements at December 31, 2018.

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LOANS - Additional Information about Residential Mortgage Loans (Details) - Residential mortgage loans $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2019 USD ($) point	Dec. 31, 2018 USD ($) point
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Unpaid principal balance	$ 3,475,799	$ 2,425,657
Minimum
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Unpaid principal balance	$ 1	$ 0
Interest rate	2.00%	2.00%
FICO score at loan origination | point	505	505
Loan-to-value ratio at loan origination	8.00%	8.00%
Maximum
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Unpaid principal balance	$ 3,448	$ 3,500
Interest rate	9.25%	7.75%
FICO score at loan origination | point	825	823
Loan-to-value ratio at loan origination	111.00%	111.00%
Weighted Average
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Unpaid principal balance	$ 463	$ 457
Interest rate	5.03%	4.72%
FICO score at loan origination | point	756	752
Loan-to-value ratio at loan origination	67.00%	68.00%

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SECURED FINANCING - Additional Information (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Repurchase Agreements:
Netted amounts	$ 102,682,104	$ 81,115,874	[1]
Repurchase agreements - weighted average effective borrowing rates	2.24%	2.36%
Repurchase agreements - weighted average remaining maturities	45 days	77 days
Repurchase agreement amount	$ 1,100,000
Remaining capacity of repurchase agreement	895,400
Fair value of collateral received in reverse repurchase agreements	0	$ 650,000
Other secured financing long term, amount	4,466,030	4,183,311	[1]
Secured financings and interest rate swaps - collateral held, estimated fair value	113,700,000	90,200,000
Secured financings and interest rate swaps - collateral held, accrued interest	$ 367,900	$ 303,100
Minimum
Repurchase Agreements:
Maturity period	5 years
Maximum
Repurchase Agreements:
Maturity period	7 years
Maturity Period Beyond Three Years | Period Two | Minimum
Repurchase Agreements:
Maturity period	1 year	1 year
Maturity Period Beyond Three Years | Period Two | Maximum
Repurchase Agreements:
Maturity period	3 years	3 years
FHLB De Moines
Repurchase Agreements:
Debt weighted average interest rate	2.48%	2.78%
Stock held in FHLB	$ 147,900	$ 147,900
FHLB De Moines | Maturity Period Beyond Three Years | Period One
Repurchase Agreements:
Other secured financing long term, amount	90,000
FHLB De Moines | Maturity Period Beyond Three Years | Period Two
Repurchase Agreements:
Other secured financing long term, amount	$ 3,500,000	$ 3,600,000

[1] ⁽¹⁾  Derived from the audited consolidated financial statements at December 31, 2018.

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SECURED FINANCING - Future Mortgage Loan Principal Payments (Details) $ in Thousands	Sep. 30, 2019 USD ($)
Debt Disclosure [Abstract]
2019 (remaining)	$ 804
2020	12,989
2021	3,491
2022	20,034
2023	3,844
Later years	450,273
Total	$ 491,435

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LOANS - Schedule of Industry and Rate Sensitivity (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	$ 2,115,783	$ 1,887,182
Fixed Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	0
Floating Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	2,115,783	1,887,182
Aircraft and Parts
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	41,064	41,342
Aircraft and Parts | Fixed Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	0
Aircraft and Parts | Floating Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	41,064	41,342
Arrangement of Transportation of Freight & Cargo
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	21,632
Arrangement of Transportation of Freight & Cargo | Fixed Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	0
Arrangement of Transportation of Freight & Cargo | Floating Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	21,632
Coating, Engraving & Allied Services
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	49,767	57,223
Coating, Engraving & Allied Services | Fixed Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	0
Coating, Engraving & Allied Services | Floating Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	49,767	57,223
Commercial Fishing
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	242,185
Commercial Fishing | Fixed Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	0
Commercial Fishing | Floating Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	242,185
Computer Programming, Data Processing & Other Computer Related Services
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	347,287	0
Computer Programming, Data Processing & Other Computer Related Services | Fixed Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	0
Computer Programming, Data Processing & Other Computer Related Services | Floating Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	347,287	0
Drugs
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	35,918	35,882
Drugs | Fixed Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	0
Drugs | Floating Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	35,918	35,882
Electrical Work
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	42,372	41,760
Electrical Work | Fixed Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	0
Electrical Work | Floating Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	42,372	41,760
Electronic Components & Accessories
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	24,000	24,059
Electronic Components & Accessories | Fixed Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	0
Electronic Components & Accessories | Floating Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	24,000	24,059
Engineering, Architectural, and Surveying
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	77,284	80,748
Engineering, Architectural, and Surveying | Fixed Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	0
Engineering, Architectural, and Surveying | Floating Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	77,284	80,748
Grocery Stores
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	23,292	23,431
Grocery Stores | Fixed Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	0
Grocery Stores | Floating Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	23,292	23,431
Home Health Care Services
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	29,391	0
Home Health Care Services | Fixed Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	0
Home Health Care Services | Floating Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	29,391	0
Insurance Agents, Brokers and Service
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	76,444	48,942
Insurance Agents, Brokers and Service | Fixed Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	0
Insurance Agents, Brokers and Service | Floating Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	76,444	48,942
Mailing, Reproduction, Commercial Art and Photography, and Stenographic
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	14,770	14,843
Mailing, Reproduction, Commercial Art and Photography, and Stenographic | Fixed Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	0
Mailing, Reproduction, Commercial Art and Photography, and Stenographic | Floating Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	14,770	14,843
Management & Public Relations Services
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	339,319	487,046
Management & Public Relations Services | Fixed Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	0
Management & Public Relations Services | Floating Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	339,319	487,046
Medical & Dental Laboratories
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	41,467	26,858
Medical & Dental Laboratories | Fixed Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	0
Medical & Dental Laboratories | Floating Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	41,467	26,858
Medical & Dental Laboratories
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	118,420	118,248
Medical & Dental Laboratories | Fixed Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	0
Medical & Dental Laboratories | Floating Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	118,420	118,248
Metal Cans & Shipping Containers
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	215,709	19,622
Metal Cans & Shipping Containers | Fixed Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	0
Metal Cans & Shipping Containers | Floating Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	215,709	19,622
Miscellaneous Equipment Rental & Leasing
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	49,732	49,552
Miscellaneous Equipment Rental & Leasing | Fixed Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	0
Miscellaneous Equipment Rental & Leasing | Floating Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	49,732	49,552
Miscellaneous Health & Allied Services, not elsewhere classified
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	77,551	56,003
Miscellaneous Health & Allied Services, not elsewhere classified | Fixed Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	0
Miscellaneous Health & Allied Services, not elsewhere classified | Floating Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	77,551	56,003
Miscellaneous Plastic Products
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	10,000	9,953
Miscellaneous Plastic Products | Fixed Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	0
Miscellaneous Plastic Products | Floating Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	10,000	9,953
Motor Vehicles and Motor Vehicle Equipment
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	16,563
Motor Vehicles and Motor Vehicle Equipment | Fixed Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	0
Motor Vehicles and Motor Vehicle Equipment | Floating Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	16,563
Motor Vehicles and Motor Vehicle Parts & Supplies
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	28,877	29,046
Motor Vehicles and Motor Vehicle Parts & Supplies | Fixed Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	0
Motor Vehicles and Motor Vehicle Parts & Supplies | Floating Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	28,877	29,046
Nonferrous Foundries (Castings)
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	12,918	12,948
Nonferrous Foundries (Castings) | Fixed Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	0
Nonferrous Foundries (Castings) | Floating Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	12,918	12,948
Offices & Clinics of Doctors of Medicine
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	107,066	97,877
Offices & Clinics of Doctors of Medicine | Fixed Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	0
Offices & Clinics of Doctors of Medicine | Floating Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	107,066	97,877
Offices & Clinics of other Health Practitioners
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	10,123	21,100
Offices & Clinics of other Health Practitioners | Fixed Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	0
Offices & Clinics of other Health Practitioners | Floating Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	10,123	21,100
Petroleum and Petroleum Products
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	24,957	0
Petroleum and Petroleum Products | Fixed Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	0
Petroleum and Petroleum Products | Floating Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	24,957	0
Research, Development & Testing Services
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	94,877	84,278
Research, Development & Testing Services | Fixed Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	0
Research, Development & Testing Services | Floating Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	94,877	84,278
Research, Development & Testing Services
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	45,610	33,381
Research, Development & Testing Services | Fixed Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	0
Research, Development & Testing Services | Floating Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	45,610	33,381
Schools & Educational Services, not elsewhere classified
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	19,635	19,805
Schools & Educational Services, not elsewhere classified | Fixed Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	0
Schools & Educational Services, not elsewhere classified | Floating Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	19,635	19,805
Services Allied with the Exchange of Securities
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	14,877
Services Allied with the Exchange of Securities | Fixed Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	0
Services Allied with the Exchange of Securities | Floating Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	14,877
Surgical, Medical & Dental Instruments & Supplies
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	96,702	96,607
Surgical, Medical & Dental Instruments & Supplies | Fixed Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	0
Surgical, Medical & Dental Instruments & Supplies | Floating Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	96,702	96,607
Telephone Communications
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	61,231	61,371
Telephone Communications | Fixed Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	0	0
Telephone Communications | Floating Rate
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	$ 61,231	$ 61,371

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SECURITIES - Weighted Average Life (Details) - USD ($) $ in Thousands		Sep. 30, 2019	Dec. 31, 2018
Estimated Fair Value
Total	[1]	$ 116,094,061	$ 92,623,788	[2]
Amortized Cost
Total		113,858,974	94,853,660
Total Residential Securities
Estimated Fair Value
Less than one year		5,508	13,447
Greater than one year through five years		58,857,860	11,710,172
Greater than five years through ten years		57,032,062	80,202,479
Greater than ten years		57,780	540,932
Total		115,953,210	92,467,030
Amortized Cost
Less than one year		6,454	13,670
Greater than one year through five years		57,504,374	11,928,973
Greater than five years through ten years		56,163,913	82,218,464
Greater than ten years		51,681	536,594
Total		$ 113,726,422	$ 94,697,701

[1] ⁽³⁾  Excludes $429.1 million and $83.6 million at September 30, 2019 and December 31, 2018, respectively, of non-Agency mortgage-backed securities and $182.3 million and $224.3 million at September 30, 2019 and December 31, 2018, respectively, of commercial mortgage-backed securities in consolidated VIEs pledged as collateral and eliminated from the Company’s Consolidated Statements of Financial Condition.

[2] ⁽¹⁾  Derived from the audited consolidated financial statements at December 31, 2018.

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NET INCOME (LOSS) PER COMMON SHARE - Schedule of Net Income (Loss) per Share Reconciliation (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Jun. 30, 2019	Dec. 31, 2018	[1]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Net income (loss)		$ (747,169)	$ 385,429	$ (3,372,833)	$ 2,309,020
Net income (loss) attributable to noncontrolling interests		(110)	(149)	(294)	(277)
Net income (loss) attributable to Annaly		(747,059)	385,578	(3,372,539)	2,309,297
Net income (loss) available (related) to common stockholders		$ (783,210)	$ 353,903	$ (3,473,606)	$ 2,212,479
Weighted average shares of common stock outstanding-basic (in shares)		1,453,359,211	1,202,353,851	1,436,204,582	1,174,292,701
Add: Effect of stock awards, if dilutive (in shares)		0	0	0	0
Weighted average shares of common stock outstanding-diluted (in shares)		1,453,359,211	1,202,353,851	1,436,204,582	1,174,292,701
Cumulative and undeclared dividends						$ 300
Total assets		$ 128,956,120		$ 128,956,120			$ 105,787,527
Dividends on preferred stock	[2]	$ 36,151	$ 31,675	$ 101,067	$ 96,818
Net income (loss) per share available (related) to common share
Basic (in dollars per share)		$ (0.54)	$ 0.29	$ (2.42)	$ 1.88
Diluted (in dollars per share)		$ (0.54)	$ 0.29	$ (2.42)	$ 1.88
Series I
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Cumulative and undeclared dividends		$ 300		$ 300

[1] ⁽¹⁾  Derived from the audited consolidated financial statements at December 31, 2018.

[2] ⁽¹⁾  The three months ended September 30, 2019 exclude cumulative and undeclared dividends of $0.3 million on the Company's Series I Preferred Stock as of June 30, 2019.

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LOANS - Investment Loan Activity (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2019 USD ($)
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Beginning balance	$ 4,585,975	[1],[2]
Purchases	2,920,426
Sales and transfers	(3,105,533)
Principal payments	(456,300)
Gains / (losses)	(2,276)
(Amortization) / accretion	4,322
Ending balance	3,946,614	[2]
Residential
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Beginning balance	1,359,806
Purchases	1,894,303
Sales and transfers	(1,878,218)
Principal payments	(156,579)
Gains / (losses)	1,671
(Amortization) / accretion	(1,581)
Ending balance	1,219,402
Commercial
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Beginning balance	1,338,987
Purchases	395,058
Sales and transfers	(958,912)
Principal payments	(156,437)
Gains / (losses)	(9,207)
(Amortization) / accretion	1,940
Ending balance	611,429
Corporate
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Beginning balance	1,887,182
Purchases	631,065
Sales and transfers	(268,403)
Principal payments	(143,284)
Gains / (losses)	5,260
(Amortization) / accretion	3,963
Ending balance	$ 2,115,783

[1] ⁽¹⁾  Derived from the audited consolidated financial statements at December 31, 2018.

[2] ⁽⁴⁾  Includes $76.3 million and $97.5 million of residential mortgage loans held for sale and $0 and $42.2 million of commercial mortgage loans held for sale at September 30, 2019 and December 31, 2018, respectively.

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LEASE COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2019	Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
Remaining lease term, in years	6 years
Option to extend, in years	5 years	5 years
Lease cost	$ 800,000	$ 2,400,000
Material contingencies	$ 0	$ 0	$ 0

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REAL ESTATE - Additional Information (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2019 USD ($) property	Sep. 30, 2018 USD ($)	Sep. 30, 2019 USD ($) property	Sep. 30, 2018 USD ($)	Dec. 31, 2018 USD ($)
Real Estate Properties [Line Items]
Real estate acquired in settlement of residential mortgage loans	$ 0		$ 0		$ 0
Number of commercial real estate acquisitions | property	0		0
Proceeds from sales of real estate			$ 6,661,000	$ 0
Recognized gain on sale of real estate			$ 2,700,000
Weighted average amortization period			5 years 2 months 12 days
General and Administrative Expense
Real Estate Properties [Line Items]
Depreciation expense	$ 6,000,000.0	$ 4,500,000	$ 17,800,000	$ 11,900,000

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DERIVATIVE INSTRUMENTS - Effect of Interest Rate Swaps on Consolidated Statements of Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Net Interest Component of Interest Rate Swaps	$ 88,466	$ 51,349	$ 306,154	$ 34,664
Realized Gains (Losses) on Termination of Interest Rate Swaps	(682,602)	575	(1,438,349)	1,409
Unrealized Gains (Losses) on Interest Rate Swaps	$ (326,309)	$ 417,203	$ (1,992,884)	$ 1,737,963

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DERIVATIVE INSTRUMENTS - Summary of Swaptions Outstanding (Details) - Notional - Long Positions - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Long Pay
Derivative [Line Items]
Current Underlying Notional	$ 5,175,000	$ 4,075,000
Weighted Average Underlying Fixed Rate	2.57%	3.30%
Weighted Average Underlying Years to Maturity	9 years 6 months 18 days	10 years 29 days
Weighted Average Months to Expiration	7 months 7 days	3 months 2 days
Long Receive
Derivative [Line Items]
Current Underlying Notional	$ 2,000,000
Weighted Average Underlying Fixed Rate	1.49%
Weighted Average Underlying Years to Maturity	10 years 6 months 18 days
Weighted Average Months to Expiration	6 months 14 days

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VARIABLE INTEREST ENTITIES - Schedule of the Fair Value of OBX Trusts Closed (Details) - USD ($) $ in Thousands		Sep. 30, 2019	Jul. 31, 2019	Jun. 30, 2019	Apr. 30, 2019	Jan. 31, 2019	Dec. 31, 2018	[2]	Oct. 31, 2018	Jul. 31, 2018	Mar. 31, 2018
Variable Interest Entity [Line Items]
Loans	[1]	$ 3,946,614					$ 4,585,975
OBX Trust | Consolidated VIEs
Variable Interest Entity [Line Items]
Loans			$ 463,405	$ 383,760	$ 388,156	$ 393,961			$ 384,027	$ 383,451	$ 327,162

[1] ⁽⁴⁾  Includes $76.3 million and $97.5 million of residential mortgage loans held for sale and $0 and $42.2 million of commercial mortgage loans held for sale at September 30, 2019 and December 31, 2018, respectively.

[2] ⁽¹⁾  Derived from the audited consolidated financial statements at December 31, 2018.

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FAIR VALUE MEASUREMENTS - Estimated Fair Values for All Financial Assets and Liabilities (Detail) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Financial liabilities
Other secured financing	$ 4,466,030	$ 4,183,311	[1]
Carrying Value | Level 1
Financial liabilities
Repurchase agreements	105,181,241	81,115,874
Other secured financing	4,127,989	4,183,311
Carrying Value | Level 2
Financial assets
Corporate debt, held for investment	2,115,783	1,887,182
Financial liabilities
Repurchase agreements	102,682,104	81,115,874
Other secured financing	4,466,030	4,183,311
Carrying Value | Level 3
Financial assets
Commercial real estate debt and preferred equity, held for investment	1,421,434	1,296,803
Commercial loans held for sale, net	0	42,184
Financial liabilities
Mortgage payable	485,657	511,056
Fair Value | Level 1
Financial liabilities
Repurchase agreements	105,181,241	81,115,874
Other secured financing	4,128,155	4,183,805
Fair Value | Level 2
Financial assets
Corporate debt, held for investment	2,073,721	1,863,524
Financial liabilities
Repurchase agreements	102,682,104	81,115,874
Other secured financing	4,466,210	4,183,805
Fair Value | Level 3
Financial assets
Commercial real estate debt and preferred equity, held for investment	1,434,293	1,303,487
Commercial loans held for sale, net	0	42,184
Financial liabilities
Mortgage payable	$ 529,198	$ 507,770

[1] ⁽¹⁾  Derived from the audited consolidated financial statements at December 31, 2018.

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DERIVATIVE INSTRUMENTS - Summary of Fair Value Information about Derivative Assets and Liabilities (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Assets
Interest rate swaps	$ 2,556,000	$ 48,114,000
Derivative assets	168,755,000	200,503,000	[1]
Liabilities
Interest rate swaps	861,067,000	420,365,000
Derivative liabilities	972,415,000	889,750,000	[1]
Futures contracts
Assets
Other derivative assets	102,400,000	0
Derivative assets	102,400,000
Liabilities
Other derivative liabilities	80,563,000	462,309,000
Derivative liabilities	80,563,000	462,309,000
Purchase commitments
Assets
Other derivative assets	3,787,000	844,000
Derivative assets	3,787,000	844,000
Liabilities
Other derivative liabilities	1,074,000	33,000
Derivative liabilities	1,074,000	33,000
Interest rate swaptions
Assets
Other derivative assets	39,251,000	7,216,000
Derivative assets	39,251,000	7,216,000
TBA derivatives
Assets
Other derivative assets	15,706,000	141,688,000
Derivative assets	15,706,000	141,688,000
Liabilities
Other derivative liabilities	28,373,000	0
Derivative liabilities	28,373,000
Credit derivatives
Assets
Other derivative assets	5,055,000	2,641,000
Derivative assets	5,055,000	2,641,000
Liabilities
Other derivative liabilities	1,338,000	7,043,000
Derivative liabilities	1,338,000	7,043,000
Notional amount of derivative assets	15,000,000.0	30,000,000.0
Current Notional	$ 410,000,000.0	$ 451,000,000.0

[1] ⁽¹⁾  Derived from the audited consolidated financial statements at December 31, 2018.

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SECURED FINANCING

9 Months Ended

Sep. 30, 2019

Debt Disclosure [Abstract]

SECURED FINANCING

13. SECURED FINANCING

Reverse Repurchase and Repurchase Agreements – The Company finances a significant portion of its assets with repurchase agreements. At the inception of each transaction, the Company assessed each of the specified criteria in ASC 860, Transfers and Servicing, and has determined that each of the financing agreements meet the specified criteria in this guidance.

The Company enters into reverse repurchase agreements to earn a yield on excess cash balances. The Company obtains collateral in connection with the reverse repurchase agreements in order to mitigate credit risk exposure to its counterparties.

Reverse repurchase agreements and repurchase agreements with the same counterparty and the same maturity are presented net in the Consolidated Statements of Financial Condition when the terms of the agreements meet the criteria to permit netting. The Company reports cash flows on repurchase agreements as financing activities and cash flows on reverse repurchase agreements as investing activities in the Consolidated Statements of Cash Flows.

The Company had outstanding $102.7 billion and $81.1 billion of repurchase agreements with weighted average borrowing rates of 2.24% and 2.36%, after giving effect to the Company’s interest rate swaps used to hedge cost of funds, and weighted average remaining maturities of 45 days and 77 days at September 30, 2019 and December 31, 2018, respectively. The Company has select arrangements with counterparties to enter into repurchase agreements for $1.1 billion with remaining capacity of $895.4 million at September 30, 2019.

At September 30, 2019 and December 31, 2018, the repurchase agreements had the following remaining maturities, collateral types and weighted average rates: 

September 30, 2019
	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	$	19,451,333	$	—	$	—	$	—	$	—	$	19,451,333	2.76	%
2 to 29 days	32,145,933		195,190		670,750		—		159,008		33,170,881		2.46	%
30 to 59 days	15,114,797		—		—		—		23,665		15,138,462		2.64	%
60 to 89 days	19,846,591		30,964		154,159		103,938		3,926		20,139,578		2.26	%
90 to 119 days	5,077,560		—		—		—		—		5,077,560		2.44	%
Over 120 days (1)	9,513,621		—		60,957		100,676		29,036		9,704,290		2.18	%
Total	$	101,149,835	$	226,154	$	885,866	$	204,614	$	215,635	$	102,682,104	2.48	%

December 31, 2018
	Agency Mortgage-Backed Securities		CRTs		Non-Agency Mortgage-Backed Securities		Commercial Loans		Commercial Mortgage-Backed Securities		U.S. Treasury Securities		Total Repurchase Agreements		Weighted Average Rate
	(dollars in thousands)
1 day	$	—	$	—	$	—	$	—	$	—	$	—	$	—	—	%
2 to 29 days	30,661,001		284,906		353,429		—		72,840		640,465		32,012,641		3.50	%
30 to 59 days	8,164,165		—		—		—		—		—		8,164,165		2.33	%
60 to 89 days	18,326,399		88,630		251,441		—		23,302		—		18,689,772		2.62	%
90 to 119 days	10,067,183		—		—		—		—		—		10,067,183		2.54	%
Over 120 days (1)	11,263,625		—		116,434		693,939		108,115		—		12,182,113		2.92	%
Total	$	78,482,373	$	373,536	$	721,304	$	693,939	$	204,257	$	640,465	$	81,115,874	2.97	%

 ⁽¹⁾  Less than 1% and approximately 1% of the total repurchase agreements had a remaining maturity over 1 year at September 30, 2019 and December 31, 2018, respectively.

The following table summarizes the gross amounts of reverse repurchase agreements and repurchase agreements, amounts offset in accordance with netting arrangements and net amounts of repurchase agreements and reverse repurchase agreements as presented in the Consolidated Statements of Financial Condition at September 30, 2019 and December 31, 2018. Refer to the “Derivative Instruments” Note for information related to the effect of netting arrangements on the Company’s derivative instruments.

	September 30, 2019						December 31, 2018
	Reverse Repurchase Agreements			Repurchase Agreements			Reverse Repurchase Agreements		Repurchase Agreements
	(dollars in thousands)
Gross amounts	$	550,000		$	103,232,104		$	650,040	$	81,115,874
Amounts offset	(550,000		)	(550,000		)	—		—
Netted amounts	$	—		$	102,682,104		$	650,040	$	81,115,874

The fair value of collateral received in connection with reverse repurchase agreements was $0 and $650.0 million, which the Company fully repledged, as of September 30, 2019 and December 31, 2018, respectively.

Other Secured Financing - The Company also finances a portion of its financial assets with advances from the Federal Home Loan Bank of Des Moines (“FHLB Des Moines”). Borrowings from FHLB Des Moines are reported in Other secured financing in the Company’s Consolidated Statements of Financial Condition.  At September 30, 2019, $90.0 million of advances from the FHLB Des Moines matures in less than one year and $3.5 billion matures between one to three years. At December 31, 2018, $3.6 billion of advances from the FHLB Des Moines matured between one to three years. The weighted average rate of the advances from the FHLB Des Moines was 2.48% and 2.78% at September 30, 2019 and December 31, 2018, respectively. The Company held $147.9 million of capital stock in the FHLB Des Moines at September 30, 2019 and December 31, 2018, which is reported at cost and included in Other assets on the Company’s Consolidated Statements of Financial Condition.

Investments pledged as collateral under secured financing arrangements and interest rate swaps, excluding residential and senior securitized commercial mortgage loans of consolidated VIEs, had an estimated fair value and accrued interest of $113.7 billion and $367.9 million, respectively, at September 30, 2019 and $90.2 billion and $303.1 million, respectively, at December 31, 2018.

Mortgage loans payable at September 30, 2019 and December 31, 2018, were as follows:

September 30, 2019
Property	Mortgage Carrying Value		Mortgage Principal		Interest Rate	Fixed/Floating Rate	Maturity Date	Priority
(dollars in thousands)
Joint Ventures	$	316,535	$	318,625	4.03% - 4.96%	Fixed	2024 - 2029	First liens
Joint Ventures	16,003		16,325		L+2.15%	Floating	2/27/2022	First liens
Virginia	83,412		85,193		2.34% - 4.55%	Fixed	2036 - 2053	First liens
Texas	31,799		33,311		3.28%	Fixed	1/1/2048 and 1/1/2053	First liens
Utah	9,706		9,706		L+3.50%	Floating	1/31/2020	First liens
Utah	7,104		7,122		3.69%	Fixed	6/1/2053	First liens
Minnesota	13,292		13,326		3.69%	Fixed	6/1/2053	First liens
Wisconsin	7,806		7,827		3.69%	Fixed	6/1/2053	First liens
Total	$	485,657	$	491,435

December 31, 2018
Property	Mortgage Carrying Value		Mortgage Principal		Interest Rate	Fixed/Floating Rate	Maturity Date	Priority
(dollars in thousands)
Joint Ventures	$	316,275	$	318,664	4.03% - 4.96%	Fixed	2024 - 2029	First liens
Joint Ventures	16,125		16,125		L+2.75%	Floating	3/14/2020	First liens
Virginia	95,827		97,667		2.75% - 4.96%	Fixed	2019 - 2053	First liens
Texas	32,189		33,735		3.28%	Fixed	1/1/2053	First liens
Utah	9,703		9,706		L+3.50%	Floating	1/31/2019	First liens
Utah	7,279		7,201		3.69%	Fixed	6/1/2053	First liens
Minnesota	13,438		13,473		3.69%	Fixed	6/1/2053	First liens
Tennessee	12,328		12,350		4.01%	Fixed	9/6/2019	First liens
Wisconsin	7,892		7,913		3.69%	Fixed	6/1/2053	First liens
Total	$	511,056	$	516,834

The following table details future mortgage loan principal payments at September 30, 2019:

Mortgage Loan Principal Payments
(dollars in thousands)
2019 (remaining)	$	804
2020	12,989
2021	3,491
2022	20,034
2023	3,844
Later years	450,273
Total	$	491,435

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SECURITIES

9 Months Ended

Sep. 30, 2019

Investments, Debt and Equity Securities [Abstract]

SECURITIES

5. SECURITIES

The Company’s investments in securities include agency, credit risk transfer, non-agency and commercial mortgage-backed securities. All of the debt securities are classified as available-for-sale. Available-for-sale securities are carried at fair value, with changes in fair value recognized in other comprehensive income, unless the fair value option is elected in which case changes in fair value are recognized in Net unrealized gains (losses) on instruments measured at fair value through earnings in the Consolidated Statements of Comprehensive Income (Loss). Transactions for securities are recorded on trade date, including TBA securities that meet the regular-way securities scope exception from derivative accounting. Gains and losses on disposals of securities are recorded on trade date based on the specific identification method.

Other-Than-Temporary Impairment – Management evaluates available-for-sale securities and held-to-maturity debt securities for other-than-temporary impairment at least quarterly, and more frequently when economic or market conditions warrant such evaluation. 

When the fair value of an available-for-sale security is less than its amortized cost, the security is considered impaired. For securities that are impaired, the Company determines if it (1) has the intent to sell the security, (2) is more likely than not that it will be required to sell the security before recovery of its amortized cost basis, or (3) does not expect to recover the entire amortized cost basis of the security.  Further, the security is analyzed for credit loss (the difference between the present value of cash flows expected to be collected and the amortized cost basis). The credit loss, if any, will then be recognized in the Consolidated Statements of Comprehensive Income (Loss), while the balance of losses related to other factors will be recognized as a component of Other comprehensive income (loss).  When the fair value of a held-to-maturity security is less than the cost, the Company performs an analysis to determine whether it expects to recover the entire cost basis of the security. There was no other-than-temporary impairment recognized for the three or nine months ended September 30, 2019 and 2018.

Agency Mortgage-Backed Securities - The Company invests in mortgage pass-through certificates, collateralized mortgage obligations and other MBS representing interests in or obligations backed by pools of residential or multifamily mortgage loans and certificates. Many of the underlying loans and certificates are guaranteed by the Government National Mortgage Association (“Ginnie Mae”), the Federal Home Loan Mortgage Corporation (“Freddie Mac”) or the Federal National Mortgage Association (“Fannie Mae”) (collectively, “Agency mortgage-backed securities”). 

Agency mortgage-backed securities may include forward contracts for Agency mortgage-backed securities purchases or sales of a generic pool, on a to-be-announced basis (“TBA securities”). TBA securities without intent to accept delivery (“TBA derivatives”), are accounted for as derivatives as discussed in the “Derivative Instruments” Note.

CRT Securities - CRT securities are risk sharing instruments issued by Fannie Mae and Freddie Mac, and similarly structured transactions arranged by third party market participants. CRT securities are designed to synthetically transfer mortgage credit risk from Fannie Mae and Freddie Mac to private investors.

Non-Agency Mortgage-Backed Securities - The Company invests in non-Agency mortgage-backed securities such as those issued in prime loan, Alt-A loan, subprime loan, non-performing loan (“NPL”) and re-performing loan (“RPL”) securitizations.

Agency mortgage-backed securities, non-Agency mortgage-backed securities and CRT securities are referred to herein as “Residential Securities.” Although the Company generally intends to hold most of its Residential Securities until maturity, it may, from time to time, sell any of its Residential Securities as part of the overall management of its portfolio.

Commercial Mortgage-Backed Securities (“Commercial Securities”) - Certain commercial mortgage-backed securities are classified as available-for-sale and reported at fair value with unrealized gains and losses reported as a component of Other comprehensive income (loss). Management evaluates such Commercial Securities for other-than-temporary impairment at least quarterly. The Company elected the fair value option on certain Commercial Securities, including conduit commercial mortgage-backed securities, to simplify the accounting where the unrealized gains and losses on these financial instruments are recorded through earnings.

The following represents a rollforward of the activity for the Company’s securities for the nine months ended September 30, 2019:

	Residential Securities			Commercial Securities			Total
	(dollars in thousands)
Beginning balance January 1, 2019	$	92,467,030		$	156,758		$	92,623,788
Purchases	50,982,244			111,582			51,093,826
Sales	(19,793,722		)	(92,366		)	(19,886,088		)
Principal paydowns	(11,215,154		)	(43,170		)	(11,258,324		)
(Amortization) / accretion	(942,429		)	548			(941,881		)
Fair value adjustment	4,455,241			7,499			4,462,740
Ending balance September 30, 2019	$	115,953,210		$	140,851		$	116,094,061

The following tables present the Company’s securities portfolio that was carried at their fair value at September 30, 2019 and December 31, 2018:

	September 30, 2019
	Principal / Notional		Remaining Premium		Remaining Discount			Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Agency	(dollars in thousands)
Fixed-rate pass-through	$	102,020,108	$	4,321,803	$	(37,466	)	$	106,304,445	$	2,216,560	$	(102,943	)	$	108,418,062
Adjustable-rate pass-through	2,338,560		123,228		(1,440		)	2,460,348		11,265		(56,122		)	2,415,491
CMO	9,623		45		—			9,668		298		—			9,966
Interest-only	4,657,039		899,601		—			899,601		4,311		(173,304		)	730,608
Multifamily	2,562,366		28,314		(2,446		)	2,588,234		239,213		(712		)	2,826,735
Reverse mortgages	56,464		5,354		—			61,818		62		(218		)	61,662
Total agency securities	$	111,644,160	$	5,378,345	$	(41,352	)	$	112,324,114	$	2,471,709	$	(333,299	)	$	114,462,524
Residential credit
CRT (1)	$	463,982	$	16,785	$	(2,258	)	$	463,584	$	13,492	$	(2,311	)	$	474,765
Alt-A	153,891		255		(22,816		)	131,330		14,307		—			145,637
Prime	267,196		2,223		(18,176		)	251,243		18,506		(29		)	269,720
Prime interest-only	459,718		4,195		—			4,195		—		(538		)	3,657
Subprime	380,293		1,394		(62,355		)	319,332		40,883		(116		)	360,099
NPL/RPL	28,669		—		(74		)	28,595		—		(41		)	28,554
Prime jumbo (>=2010 vintage)	197,879		1,052		(4,374		)	194,557		6,967		—			201,524
Prime jumbo (>=2010 vintage) Interest-only	591,980		9,472		—			9,472		—		(2,742		)	6,730
Total residential credit securities	$	2,543,608	$	35,376	$	(110,053	)	$	1,402,308	$	94,155	$	(5,777	)	$	1,490,686
Total Residential Securities	$	114,187,768	$	5,413,721	$	(151,405	)	$	113,726,422	$	2,565,864	$	(339,076	)	$	115,953,210
Commercial
Commercial Securities	$	140,600	$	343	$	(8,391	)	$	132,552	$	8,299	$	—		$	140,851
Total securities	$	114,328,368	$	5,414,064	$	(159,796	)	$	113,858,974	$	2,574,163	$	(339,076	)	$	116,094,061
	December 31, 2018
	Principal / Notional		Remaining Premium		Remaining Discount			Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Agency	(dollars in thousands)
Fixed-rate pass-through	$	81,144,650	$	3,810,808	$	(36,987	)	$	84,918,471	$	264,443	$	(2,130,362	)	$	83,052,552
Adjustable-rate pass-through	4,835,983		247,981		(1,337		)	5,082,627		7,127		(151,770		)	4,937,984
CMO	11,113		53		—			11,166		55		—			11,221
Interest-only	6,007,008		1,179,855		—			1,179,855		1,446		(307,412		)	873,889
Multifamily	1,802,292		12,329		(5,332		)	1,809,289		32,753		(3,477		)	1,838,565
Reverse mortgages	34,650		4,175		—			38,825		69		(110		)	38,784
Total agency investments	$	93,835,696	$	5,255,201	$	(43,656	)	$	93,040,233	$	305,893	$	(2,593,131	)	$	90,752,995
Residential credit
CRT	$	542,374	$	28,444	$	(15,466	)	$	555,352	$	7,879	$	(11,134	)	$	552,097
Alt-A	202,889		349		(31,238		)	172,000		10,559		(198		)	182,361
Prime	353,108		2,040		(23,153		)	331,995		12,821		(830		)	343,986
Subprime	423,166		1,776		(65,005		)	359,937		35,278		(594		)	394,621
NPL/RPL	3,431		—		(30		)	3,401		37		—			3,438
Prime jumbo (>=2010 vintage)	225,567		1,087		(4,691		)	221,963		1,439		(2,744		)	220,658
Prime jumbo (>=2010 vintage) Interest-only	860,085		12,820		—			12,820		4,054		—			16,874
Total residential credit securities	$	2,610,620	$	46,516	$	(139,583	)	$	1,657,468	$	72,067	$	(15,500	)	$	1,714,035
Total Residential Securities	$	96,446,316	$	5,301,717	$	(183,239	)	$	94,697,701	$	377,960	$	(2,608,631	)	$	92,467,030
Commercial
Commercial Securities	$	155,921	$	9,778	$	(9,740	)	$	155,959	$	1,659	$	(860	)	$	156,758
Total securities	$	96,602,237	$	5,311,495	$	(192,979	)	$	94,853,660	$	379,619	$	(2,609,491	)	$	92,623,788

⁽¹⁾ Principal/Notional amount includes $14.9 million of a CRT interest-only security as of September 30, 2019.

The following table presents the Company’s Agency mortgage-backed securities portfolio by issuing Agency concentration at September 30, 2019 and December 31, 2018:

 

	September 30, 2019		December 31, 2018
Investment Type	(dollars in thousands)
Fannie Mae	$	73,707,294	$	60,270,432
Freddie Mac	40,592,878		30,397,556
Ginnie Mae	162,352		85,007
Total	$	114,462,524	$	90,752,995

Actual maturities of the Company’s Residential Securities are generally shorter than stated contractual maturities because actual maturities of the portfolio are generally affected by periodic payments and prepayments of principal on the underlying mortgages.

The following table summarizes the Company’s Residential Securities at September 30, 2019 and December 31, 2018, according to their estimated weighted average life classifications:

	September 30, 2019				December 31, 2018
	Estimated Fair Value		Amortized Cost		Estimated Fair Value		Amortized Cost
Estimated weighted average life	(dollars in thousands)
Less than one year	$	5,508	$	6,454	$	13,447	$	13,670
Greater than one year through five years	58,857,860		57,504,374		11,710,172		11,928,973
Greater than five years through ten years	57,032,062		56,163,913		80,202,479		82,218,464
Greater than ten years	57,780		51,681		540,932		536,594
Total	$	115,953,210	$	113,726,422	$	92,467,030	$	94,697,701

The estimated weighted average lives of the Residential Securities at September 30, 2019 and December 31, 2018 in the table above are based upon projected principal prepayment rates. The actual weighted average lives of the Residential Securities could be longer or shorter than projected.

The following table presents the gross unrealized losses and estimated fair value of the Company’s Agency mortgage-backed securities, accounted for as available-for-sale where the fair value option has not been elected, by length of time that such securities have been in a continuous unrealized loss position at September 30, 2019 and December 31, 2018.

	September 30, 2019						December 31, 2018
	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	$	3,524,012	$	(17,042	)	45	$	22,418,036	$	(432,352	)	713
12 Months or more	13,989,400		(142,735		)	506	43,134,843		(1,853,257		)	1,476
Total	$	17,513,412	$	(159,777	)	551	$	65,552,879	$	(2,285,609	)	2,189
(1)     Excludes interest-only mortgage-backed securities and reverse mortgages.

The decline in value of these securities is solely due to market conditions and not the quality of the assets.  Substantially all of the Agency mortgage-backed securities are “AAA” rated or carry an implied “AAA” rating.  The investments are not considered to be other-than-temporarily impaired because the Company currently has 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 the Company will be required to sell the investments before recovery of the amortized cost bases, which may be maturity. 

During the three and nine months ended September 30, 2019, the Company disposed of $11.1 billion and $30.7 billion of Residential Securities, resulting in net realized gains (losses) of $76.3 million and ($50.6) million, respectively. During the three and nine months ended September 30, 2018, the Company disposed of $9.1 billion and $14.5 billion of Residential Securities, resulting in net realized gains (losses) of ($322.4) million and ($372.5) million, respectively.

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REAL ESTATE

9 Months Ended

Sep. 30, 2019

Real Estate Properties Base Purchase Price [Abstract]

REAL ESTATE

9. REAL ESTATE

Real estate investments are carried at historical cost less accumulated depreciation. Historical cost includes all costs necessary to bring the asset to the condition and location necessary for its intended use, including financing during the construction period.  Costs directly related to acquisitions deemed to be business combinations are expensed. Ordinary repairs and maintenance are expensed as incurred. Major replacements and improvements that extend the useful life of the asset are capitalized and depreciated over their useful life.

Real estate investments are depreciated using the straight-line method over the estimated useful lives of the assets, summarized as follows:

Category	Term
Building and building improvements	1 - 44 years
Furniture and fixtures	1 - 4 years

There was no real estate acquired in settlement of residential mortgage loans at September 30, 2019 or December 31, 2018 other than real estate held by securitization trusts that the Company was required to consolidate. The Company would be considered to have received physical possession of residential real estate property collateralizing a residential mortgage loan, so that the loan is derecognized and the real estate property would be recognized, if either (i) the Company obtains legal title to the residential real estate property upon completion of a foreclosure or (ii) the borrower conveys all interest in the residential real estate property to the Company to satisfy the loan through completion of a deed in lieu of foreclosure or through a similar legal agreement.

Real estate investments, including REO, that do not meet the criteria to be classified as held for sale are separately presented in the Consolidated Statements of Financial Condition as held for investment. Real estate held for sale is reported at the lower of its carrying value or its estimated fair value less estimated costs to sell. Once a property is determined to be held for sale, depreciation is no longer recorded.

The Company’s real estate portfolio (REO and real estate held for investment) is reviewed on a quarterly basis, or more frequently as necessary, to assess whether there are any indicators that the value of its operating real estate may be impaired or that its carrying value may not be recoverable. A property’s value is considered impaired if the Company’s estimate of the aggregate future undiscounted cash flows to be generated by the property is less than the carrying value of the property. In conducting this review, the Company considers U.S. macroeconomic factors, including real estate sector conditions, together with asset specific and other factors. To the extent impairment has occurred and is considered to be other than temporary, the loss will be measured as the excess of the carrying amount of the property over the calculated fair value of the property.

The Company acquired real estate holdings in connection with the MTGE Acquisition during the year ended December 31, 2018; refer to the “Acquisition of MTGE Investment Corp.” Note for additional information. There were no acquisitions of new real estate holdings during the three and nine months ended September 30, 2019. The company sold one of its wholly owned triple net leased properties during the nine months ended September 30, 2019 for $6.7 million and recognized a gain on sale of $2.7 million.

The weighted average amortization period for intangible assets and liabilities at September 30, 2019 is 5.2 years.  Above market leases and leasehold intangible assets are included in Intangible assets, net and below market leases are included in Other liabilities in the Consolidated Statements of Financial Condition.

	September 30, 2019			December 31, 2018
Real estate, net	(dollars in thousands)
Land	$	128,114		$	128,742
Buildings and improvements	582,555			581,320
Furniture, fixtures and equipment	11,058			11,602
Subtotal	721,727			721,664
Less: accumulated depreciation	(84,065		)	(67,026		)
Total real estate held for investment, at amortized cost, net	637,662			654,638
Equity in unconsolidated joint ventures	87,846			84,835
Total real estate, net	$	725,508		$	739,473

Depreciation expense was $6.0 million and $17.8 million for the three and nine months ended September 30, 2019, respectively. Depreciation expense was $4.5 million and $11.9 million for the three and nine months ended September 30, 2018, respectively. Depreciation expense is included in Other income (loss) in the Consolidated Statements of Comprehensive Income (Loss).

Rental Income

The minimum rental amounts due under leases are generally either subject to scheduled fixed increases or adjustments. The leases generally also require that the tenants reimburse the Company for certain operating costs. Rental income is included in Other income (loss) in the Company’s Consolidated Statements of Comprehensive Income (Loss).

Approximate future minimum rents to be received over the next five years and thereafter for non-cancelable operating leases in effect at September 30, 2019 for consolidated investments in real estate are as follows:

September 30, 2019
(dollars in thousands)
2019 (remaining)	$	16,193
2020	48,094
2021	47,444
2022	43,597
2023	40,804
Later years	213,676
Total	$	409,808

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MORTGAGE SERVICING RIGHTS (Tables)

9 Months Ended

Sep. 30, 2019

Transfers and Servicing [Abstract]

Presentation of Activity Related to MSR

The following table presents activity related to MSRs for the three and nine months ended September 30, 2019 and 2018:

 

	Three Months Ended						Nine Months Ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
	(dollars in thousands)
Fair value, beginning of period	$	425,328		$	599,014		$	557,813		$	580,860
Change in fair value due to:
Changes in valuation inputs or assumptions (1)	(17,312		)	(19,913		)	(116,150		)	(61,011		)
Other changes, including realization of expected cash flows	(21,965		)	9,732			(55,612		)	68,984
Fair value, end of period	$	386,051		$	588,833		$	386,051		$	588,833
(1)     Principally represents changes in discount rates and prepayment speed inputs used in valuation model, primarily due to changes in interest rates.

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SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Recent Accounting Pronouncements

Standard	Description	Effective Date	Effect on the Financial Statements or Other Significant Matters
Standards that are not yet adopted
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 certain 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 plans to adopt the new standard on January 1, 2020. 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. The Company has decided to apply a probability of default methodology to loans and loan commitments that will be impacted by the adoption and is determining appropriate internal controls and financial statement disclosures. Key implementation efforts have included initiating a parallel process including model testing and validation and development of internal controls. The Company expects an increase in the allowance as a result of adoption of the new guidance, but does not expect that the increase will be significant. The ultimate impact will depend on the Company’s portfolio, the macroeconomic conditions and forecast, and other management assumptions as of the date of adoption. Further, based on the amended guidance for available-for-sale debt securities, the Company does not expect a significant impact to its securities portfolio.
Standard	Description	Effective Date	Effect on the Financial Statements or Other Significant Matters
Standards that were adopted
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	The amendments are expected to result in fewer transactions being accounted for as business combinations.
ASU 2016-15 Statement of cash flows (Topic 230): Classification of certain cash receipts and cash payments	This update provides specific guidance on certain cash flow classification issues, including classification of cash receipts and payments that have aspects of more than one class of cash flows. If cash flows cannot be separated by source or use, the appropriate classification should depend on the activity that is likely to be the predominant source or use of cash flows.	January 1, 2018	As a result of adopting this standard, the Company reclassified its cash flows on reverse repurchase and repurchase agreements entered into by Arcola Securities, Inc. (“Arcola”) from operating activities to investing and financing activities, respectively, in the Consolidated Statements of Cash Flows. The Company applied the retrospective transition method, which resulted in reclassification of comparative periods.

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SECURITIES - Component of Agency Mortgage-Backed Securities Portfolio by Issuing Agency Concentration (Details) - USD ($) $ in Thousands		Sep. 30, 2019	Dec. 31, 2018
Mortgage-Backed Securities Portfolio [Line Items]
Securities (includes pledged assets of $111,087,358 and $87,193,316, respectively) (3)	[1]	$ 116,094,061	$ 92,623,788	[2]
Agency mortgage-backed securities, at fair value
Mortgage-Backed Securities Portfolio [Line Items]
Securities (includes pledged assets of $111,087,358 and $87,193,316, respectively) (3)		114,462,524	90,752,995
Agency mortgage-backed securities, at fair value | Fannie Mae
Mortgage-Backed Securities Portfolio [Line Items]
Securities (includes pledged assets of $111,087,358 and $87,193,316, respectively) (3)		73,707,294	60,270,432
Agency mortgage-backed securities, at fair value | Freddie Mac
Mortgage-Backed Securities Portfolio [Line Items]
Securities (includes pledged assets of $111,087,358 and $87,193,316, respectively) (3)		40,592,878	30,397,556
Agency mortgage-backed securities, at fair value | Ginnie Mae
Mortgage-Backed Securities Portfolio [Line Items]
Securities (includes pledged assets of $111,087,358 and $87,193,316, respectively) (3)		$ 162,352	$ 85,007

[1] ⁽³⁾  Excludes $429.1 million and $83.6 million at September 30, 2019 and December 31, 2018, respectively, of non-Agency mortgage-backed securities and $182.3 million and $224.3 million at September 30, 2019 and December 31, 2018, respectively, of commercial mortgage-backed securities in consolidated VIEs pledged as collateral and eliminated from the Company’s Consolidated Statements of Financial Condition.

[2] ⁽¹⁾  Derived from the audited consolidated financial statements at December 31, 2018.

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NET INCOME (LOSS) PER COMMON SHARE - Additional Information (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Earnings Per Share [Abstract]
Options to purchase common stock (in shares)	0	200,000	0	200,000

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LOANS - Additional Information (Details) - USD ($)		3 Months Ended		9 Months Ended		12 Months Ended
		Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Assets		$ 128,956,120,000		$ 128,956,120,000		$ 105,787,527,000	[1]
Loans receivable with variable rates of interest				91.00%		88.00%
Loan loss provision recorded during period		3,504,000	$ 0	$ 9,207,000	$ 0
Balance of the loan loss provision		12,700,000		12,700,000		$ 3,500,000
Loans	[2]	3,946,614,000		3,946,614,000		4,585,975,000	[1]
Commercial Mortgage Loan
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Loans		0	$ 0	0	$ 0	$ 42,200,000
Residential mortgage loans
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Assets		$ 1,200,000,000		$ 1,200,000,000
Percent of adjustable-rate loans		38.00%		38.00%		47.00%
Loans		$ 76,300,000		$ 76,300,000		$ 97,500,000
Minimum
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Senior secured loans, stated maturity				5 years
Maximum
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Senior secured loans, stated maturity				7 years
Commercial Mortgage Loan
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Mortgage Principal		$ 491,435,000		$ 491,435,000		$ 516,834,000

[1] ⁽¹⁾  Derived from the audited consolidated financial statements at December 31, 2018.

[2] ⁽⁴⁾  Includes $76.3 million and $97.5 million of residential mortgage loans held for sale and $0 and $42.2 million of commercial mortgage loans held for sale at September 30, 2019 and December 31, 2018, respectively.

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LEASE COMMITMENTS AND CONTINGENCIES - Supplemental Information Regarding Leases (Details) $ in Thousands	3 Months Ended
	Sep. 30, 2019 USD ($)
Leases [Abstract]
Operating lease right-of-use assets	$ 16,427
Operating lease liabilities	$ 21,217
Weighted average remaining lease term	5 years 10 months 24 days
Weighted average discount rate	2.90%
Operating cash flows from operating leases	$ 2,784

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GOODWILL AND INTANGIBLE ASSETS - Additional Information (Details) - USD ($) $ in Millions	Sep. 30, 2019	Dec. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 71.8	$ 71.8

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DERIVATIVE INSTRUMENTS - Summary of Characteristics of Interest Rate Swaps (Details) - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Sep. 30, 2019	Dec. 31, 2018
Interest rate swaps, at fair value
Derivative [Line Items]
Current Notional	$ 73,181,850,000	$ 73,181,850,000	$ 70,465,700,000
Weighted Average Pay Rate	1.88%	1.88%	2.17%
Weighted Average Receive Rate (3)	2.16%	2.16%	2.68%
Weighted Average Underlying Years to Maturity		4 years 3 months 25 days	4 years 3 months 3 days
Interest rate swaps, at fair value | 0 - 3 years
Derivative [Line Items]
Current Notional	$ 41,234,400,000	$ 41,234,400,000	$ 31,900,200,000
Weighted Average Pay Rate	1.62%	1.62%	1.84%
Weighted Average Receive Rate (3)	2.11%	2.11%	2.73%
Weighted Average Underlying Years to Maturity		1 year 5 months 1 day	1 year 2 months 15 days
Derivative Instruments minimum maturity period (U.S. Treasury Futures / 10 Year and Greater)	0 years		0 years
Derivative Instruments maximum maturity period	3 years		3 years
Interest rate swaps, at fair value | 3 - 6 years
Derivative [Line Items]
Current Notional	$ 12,815,950,000	$ 12,815,950,000	$ 16,603,200,000
Weighted Average Pay Rate	1.91%	1.91%	2.29%
Weighted Average Receive Rate (3)	2.19%	2.19%	2.70%
Weighted Average Underlying Years to Maturity		4 years 6 months 29 days	4 years 3 months 18 days
Derivative Instruments minimum maturity period (U.S. Treasury Futures / 10 Year and Greater)	3 years		3 years
Derivative Instruments maximum maturity period	6 years		6 years
Interest rate swaps, at fair value | 6 - 10 years
Derivative [Line Items]
Current Notional	$ 16,071,500,000	$ 16,071,500,000	$ 18,060,900,000
Weighted Average Pay Rate	2.23%	2.23%	2.57%
Weighted Average Receive Rate (3)	2.29%	2.29%	2.56%
Weighted Average Underlying Years to Maturity		9 years 2 months 26 days	8 years 7 months 13 days
Derivative Instruments minimum maturity period (U.S. Treasury Futures / 10 Year and Greater)	6 years		6 years
Derivative Instruments maximum maturity period	10 years		10 years
Interest rate swaps, at fair value | Greater than 10 years
Derivative [Line Items]
Current Notional	$ 3,060,000,000	$ 3,060,000,000	$ 3,901,400,000
Weighted Average Pay Rate	3.76%	3.76%	3.63%
Weighted Average Receive Rate (3)	2.11%	2.11%	2.59%
Weighted Average Underlying Years to Maturity		18 years 1 month 20 days	17 years 3 months 29 days
Derivative Instruments minimum maturity period (U.S. Treasury Futures / 10 Year and Greater)	10 years		10 years
Credit derivatives
Derivative [Line Items]
Current Notional	$ 410,000,000.0	$ 410,000,000.0	$ 451,000,000.0
Forward Starting Pay Fixed Swaps
Derivative [Line Items]
Current Notional	$ 130,000,000.0	$ 130,000,000.0	$ 0
Weighted Average Pay Rate	1.59%	1.59%

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REAL ESTATE - Total Commercial Real Estate Held for Investments (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Real estate held for investment, at amortized cost
Subtotal	$ 721,727	$ 721,664
Less: accumulated depreciation	(84,065)	(67,026)
Total real estate held for investment, at amortized cost, net	637,662	654,638
Equity in unconsolidated joint ventures	87,846	84,835
Total real estate, net	725,508	739,473	[1]
Land
Real estate held for investment, at amortized cost
Subtotal	128,114	128,742
Buildings and improvements
Real estate held for investment, at amortized cost
Subtotal	582,555	581,320
Furniture, fixtures and equipment
Real estate held for investment, at amortized cost
Subtotal	$ 11,058	$ 11,602

[1] ⁽¹⁾  Derived from the audited consolidated financial statements at December 31, 2018.

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DERIVATIVE INSTRUMENTS - Effect of Other Derivative Contracts on the Consolidated Statements of Operations and Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Derivative [Line Items]
Unrealized Gains (Losses) on Interest Rate Swaps	$ (326,309)	$ 417,203	$ (1,992,884)	$ 1,737,963
Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Other Derivatives	(16,888)	93,812	(638,458)	80,857
Futures
Derivative [Line Items]
Realized Gain (Loss)	(424,268)	(114,317)	(1,430,450)	443,314
Unrealized Gains (Losses) on Interest Rate Swaps	364,613	327,787	484,146	14,959
Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Other Derivatives	(59,655)	213,470	(946,304)	458,273
Purchase commitments
Derivative [Line Items]
Realized Gain (Loss)	0	0	0	0
Unrealized Gains (Losses) on Interest Rate Swaps	(348)	(841)	1,903	(416)
Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Other Derivatives	(348)	(841)	1,903	(416)
TBA derivatives
Derivative [Line Items]
Realized Gain (Loss)	93,919	8,569	481,865	(299,560)
Unrealized Gains (Losses) on Interest Rate Swaps	(46,124)	(85,741)	(154,355)	(56,701)
Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Other Derivatives	47,795	(77,172)	327,510	(356,261)
Interest rate swaptions, at fair value
Derivative [Line Items]
Realized Gain (Loss)	(2,778)	(28,754)	(44,088)	(85,854)
Unrealized Gains (Losses) on Interest Rate Swaps	(4,571)	(17,663)	7,935	53,557
Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Other Derivatives	(7,349)	(46,417)	(36,153)	(32,297)
Credit derivatives
Derivative [Line Items]
Realized Gain (Loss)	1,784	3,096	5,285	7,498
Unrealized Gains (Losses) on Interest Rate Swaps	885	1,676	9,301	4,060
Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Other Derivatives	$ 2,669	$ 4,772	$ 14,586	$ 11,558

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DERIVATIVE INSTRUMENTS - Summary of Characteristics of TBA Derivatives (Details) - TBA derivatives - Purchase contracts - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Notional
Purchase contracts	$ 10,823,000	$ 13,803,000
Implied Cost Basis	10,999,389	13,823,109
Implied Market Value	10,986,722	13,964,797
Net Carrying Value	$ (12,667)	$ 141,688

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VARIABLE INTEREST ENTITIES - Statement of Financial Condition of VIEs Reflected in Consolidated Statements of Financial Condition (Details) - USD ($) $ in Thousands		Sep. 30, 2019	Dec. 31, 2018
Assets
Cash and cash equivalents	[1]	$ 1,793,921	$ 1,735,749	[2]
Loans	[3]	3,946,614	4,585,975	[2]
Assets transferred or pledged to securitization vehicles		4,688,144	3,833,200	[2]
Mortgage servicing rights		386,051	557,813	[2]
Principal and interest receivable		483,744	357,365	[2]
Other assets		381,189	333,988	[2]
Total assets		128,956,120	105,787,527	[2]
Liabilities
Other secured financing		4,466,030	4,183,311	[2]
Interest payable		565,797	570,928	[2]
Other liabilities		99,214	74,580	[2]
Total liabilities		113,732,416	91,669,726	[2]
Consolidated VIEs
Assets
Cash and cash equivalents		49,600	30,400
Consolidated VIEs | Commercial Trusts
Assets
Cash and cash equivalents		0	0
Loans		0	0
Assets transferred or pledged to securitization vehicles		1,501,408	2,738,369
Mortgage servicing rights		0	0
Principal and interest receivable		5,610	11,451
Other assets		0	0
Total assets		1,507,018	2,749,820
Liabilities
Debt issued by securitization vehicles (non-recourse)		1,364,112	2,509,264
Other secured financing		0	0
Payable for unsettled trades		0
Interest payable		2,207	4,594
Other liabilities		0	0
Total liabilities		1,366,319	2,513,858
Consolidated VIEs | Residential Trusts
Assets
Cash and cash equivalents		0	0
Loans		0	0
Assets transferred or pledged to securitization vehicles		86,176	105,003
Mortgage servicing rights		0	0
Principal and interest receivable		454	539
Other assets		0	4
Total assets		86,630	105,546
Liabilities
Debt issued by securitization vehicles (non-recourse)		66,478	71,324
Other secured financing		0	0
Payable for unsettled trades		0
Interest payable		157	238
Other liabilities		193	0
Total liabilities		66,828	71,562
Consolidated VIEs | MSR Silo
Assets
Cash and cash equivalents		49,579	30,444
Loans		76,315	97,464
Assets transferred or pledged to securitization vehicles		0	0
Mortgage servicing rights		386,051	557,813
Principal and interest receivable		0	0
Other assets		27,612	28,756
Total assets		539,557	714,477
Liabilities
Debt issued by securitization vehicles (non-recourse)		0	0
Other secured financing		44,061	68,385
Payable for unsettled trades		17,817
Interest payable		0	0
Other liabilities		2,723	1,975
Total liabilities		$ 64,601	$ 70,360

[1] ⁽²⁾  Includes cash of consolidated Variable Interest Entities (“VIEs”) of $49.6 million and $30.4 million at September 30, 2019 and December 31, 2018, respectively.

[2] ⁽¹⁾  Derived from the audited consolidated financial statements at December 31, 2018.

[3] ⁽⁴⁾  Includes $76.3 million and $97.5 million of residential mortgage loans held for sale and $0 and $42.2 million of commercial mortgage loans held for sale at September 30, 2019 and December 31, 2018, respectively.

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FINANCIAL INSTRUMENTS

9 Months Ended

Sep. 30, 2019

Investments, All Other Investments [Abstract]

Financial Instruments

4. FINANCIAL INSTRUMENTS

The following table presents characteristics for certain of the Company’s financial instruments at September 30, 2019 and December 31, 2018.

Financial Instruments (1)
Balance Sheet Line Item	Type / Form	Measurement Basis	September 30, 2019		December 31, 2018
	Assets	(dollars in thousands)
Securities	Agency mortgage-backed securities (2)	Fair value, with unrealized gains (losses) through other comprehensive income	$	113,670,254	$	89,840,322
Securities	Agency mortgage-backed securities (3)	Fair value, with unrealized gains (losses) through earnings	792,270		912,673
Securities	Credit risk transfer securities	Fair value, with unrealized gains (losses) through earnings	474,765		552,097
Securities	Non-agency mortgage-backed securities	Fair value, with unrealized gains (losses) through earnings	1,015,921		1,161,938
Securities	Commercial real estate debt investments - CMBS	Fair value, with unrealized gains (losses) through other comprehensive income	65,215		138,242
Securities	Commercial real estate debt investments - CMBS (4)	Fair value, with unrealized gains (losses) through earnings	75,636		18,516
Total securities			116,094,061		92,623,788
Loans, net	Residential mortgage loans	Fair value, with unrealized gains (losses) through earnings	1,219,402		1,359,806
Loans, net	Commercial real estate debt and preferred equity, held for investment	Amortized cost	611,429		1,296,803
Loans, net	Commercial loans held for sale, net	Lower of amortized cost or fair value	—		42,184
Loans, net	Corporate debt, held for investment	Amortized cost	2,115,783		1,887,182
Total loans, net			3,946,614		4,585,975
Assets transferred or pledged to securitization vehicles	Residential mortgage loans	Fair value, with unrealized gains (losses) through earnings	2,376,731		1,094,831
Assets transferred or pledged to securitization vehicles	Commercial mortgage loans	Fair value, with unrealized gains (losses) through earnings	1,501,408		2,738,369
Assets transferred or pledged to securitization vehicles	Commercial mortgage loans	Amortized cost	810,005		—
Total assets transferred or pledged to securitization vehicles			4,688,144		3,833,200
Reverse repurchase agreements	Reverse repurchase agreements	Amortized cost	—		650,040
	Liabilities
Repurchase agreements	Repurchase agreements	Amortized cost	102,682,104		81,115,874
Other secured financing	Loans	Amortized cost	4,466,030		4,183,311
Debt issued by securitization vehicles	Securities	Fair value, with unrealized gains (losses) through earnings	3,856,082		3,347,062
Mortgages payable	Loans	Amortized cost	485,657		511,056
(1)     Receivable for unsettled trades, Principal and interest receivable, Payable for unsettled trades, Interest payable and Dividends payable are accounted for at cost. (2)     Includes Agency pass-through, collateralized mortgage obligation (“CMO”) and multifamily securities. (3)     Includes interest-only securities and reverse mortgages. (4)     Includes conduit CMBS.

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VARIABLE INTEREST ENTITIES

9 Months Ended

Sep. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

VARIABLE INTEREST ENTITIES

8. VARIABLE INTEREST ENTITIES

Commercial Trusts

The Company has investments in Freddie Mac securitizations (“FREMF Trusts”) which are structured as pass-through entities that receive principal and interest on the underlying collateral and distribute those payments to the certificate holders. The FREMF Trusts are VIEs and the Company is considered to be the primary beneficiary as a result of its ability to replace the special servicer without cause through its ownership of the Class C Certificates and its current designation as the directing certificate holder. The FREMF Trusts are included in the “Commercial Trusts” in the tables below.

The Company purchased approximately $94 million of a subordinated tranche in a securitization trust in 2018. As the directing holder, the Company can remove the special servicer with or without cause as well as direct the activities that are considered to be most significant to the economic performance of the trust. As such, the Company was determined to be the primary beneficiary and consolidates the trust. The trust is included in “Commercial Trusts” in the tables below.

In August 2019, the Company purchased approximately $20.3 million of a subordinated tranche in a securitization trust. As the controlling class representative, the Company can remove the special servicer with or without cause as well as direct activities that are considered to be most significant to the economic performance of the trust. The trust is included in “Commercial Trusts” in the tables below.

Upon consolidation, the Company elected the fair value option for the financial assets and liabilities of the Commercial Trusts in order to avoid an accounting mismatch, and to represent more faithfully the economics of its interest in the entities. The fair value option requires that changes in fair value be reflected in the Company’s Consolidated Statements of Comprehensive Income (Loss). The Company applied the practical expedient under ASU 2014-07, whereby the Company determines whether the fair value of the financial assets or financial liabilities is more observable as a basis for measuring the less observable financial instruments. The Company has determined that the fair value of the financial liabilities of the Commercial Trusts are more observable, since the prices for these liabilities are primarily available from third-party pricing services utilized for multifamily mortgage-backed securities, while the individual assets of the trusts are inherently less capable of precise measurement given their illiquid nature and the limitations on available information related to these assets. Given that the Company’s methodology for valuing the financial assets of the Commercial Trusts are an aggregate fair value derived from the fair value of the financial liabilities, the Company has determined that the fair value of each of the financial assets in their entirety should be classified in Level 2 of the fair value measurement hierarchy.

The Commercial Trusts mortgage loans had an aggregate unpaid principal balance of $1.5 billion at September 30, 2019.  At September 30, 2019, there were no loans 90 days or more past due or on nonaccrual status. There is no gain or loss attributable to instrument-specific credit risk of the underlying loans or securitized debt securities at September 30, 2019 based upon the Company’s process of monitoring events of default on the underlying mortgage loans.

Collateralized Loan Obligation

In February 2019, the Company closed NLY 2019-FL2 a managed commercial real estate collateralized loan obligation (“CLO”) securitization with a face value of $857.3 million, which provides non-recourse financing to the Company collateralized by certain commercial real estate mortgage loans originated by the Company. As of September 30, 2019 a total of $635.9 million of notes were held by third parties and the Company retained or purchased $223.9 million of subordinated notes and preferred shares, which eliminate upon consolidation. The Company has determined that it is the primary beneficiary because it has the right to direct the servicer as well as remove the special servicer without cause and it holds variable interests that could be potentially significant to the CLO. The transfers of loans to the CLO did not qualify for sale accounting because the Company maintains effective control over the loans. The Company elected the fair value option for the financial liabilities issued by the CLO in order to simplify the accounting; however, the commercial loans continue to be carried at amortized cost as they were not eligible for the fair value option as it was not elected at origination of the loans. The Company incurred $8.3 million of costs in connection with the CLO that were expensed as incurred during the nine months ended September 30, 2019. The aggregate unpaid principal balance of loans in the CLO was $814.4 million at September 30, 2019 and there were no loans 90 days or more past due or on nonaccrual status. There is no gain or loss attributable to instrument-specific credit risk of the debt securities at September 30, 2019 based upon the Company’s process of monitoring events of default on the underlying mortgage loans. The contractual principal amount of the CLO debt held by third parties was $633.9 million at September 30, 2019.

Residential Trusts

The Company consolidates a securitization trust, which is included in “Residential Trusts” in the tables below, that issued residential mortgage-backed securities that are collateralized by residential mortgage loans that had been transferred to the trust by one of the Company’s subsidiaries. The Company owns the subordinate securities, and a subsidiary of the Company continues to be the master servicer. As such, the Company is deemed to be the primary beneficiary of the residential mortgage trust and consolidates the entity. The Company has elected the fair value option for the financial assets and liabilities of this VIE, but has not elected to apply the practical expedient under ASU 2014-13 as prices of both the financial assets and financial liabilities of the residential mortgage trust are available from third-party pricing services. The contractual principal amount of the residential mortgage trust’s debt held by third parties was $66.2 million at September 30, 2019.

OBX Trusts

The entities in the table below are referred to collectively as the “OBX Trusts.” These securitizations represent financing transactions which provide non-recourse financing to the Company that are collateralized by residential mortgage loans purchased by the Company.

Securitization	Date of Closing	Face Value at Closing
		(dollars in thousands)
OBX 2018-1	March 2018	$	327,162
OBX 2018-EXP1	August 2018	$	383,451
OBX 2018-EXP2	October 2018	$	384,027
OBX 2019-INV1	January 2019	$	393,961
OBX 2019-EXP1	April 2019	$	388,156
OBX 2019-INV2	June 2019	$	383,760
OBX 2019-EXP2	July 2019	$	463,405

As of September 30, 2019, a total of $1.8 billion of bonds were held by third parties and the Company retained $512.6 million of mortgage-backed securities, which were eliminated in consolidation. The Company is deemed to be the primary beneficiary and consolidates the OBX Trusts because it has power to direct the activities that most significantly impact the OBX Trusts’ performance and holds a variable interest that could be potentially significant to these VIEs. The Company has elected the fair value option for the financial assets and liabilities of these VIEs, but has not elected the practical expedient under ASU 2014-13 as prices of both the financial assets and financial liabilities of the residential mortgage trusts are available from third-party pricing services. The Company incurred $2.6 million and $1.8 million of costs during the three months ended September 30, 2019 and 2018, respectively, and $7.3 million and $3.3 million of costs during the nine months ended September 30, 2019 and 2018, respectively, in connection with these securitizations that were expensed as incurred. The contractual principal amount of the OBX Trusts’ debt held by third parties was $1.8 billion at September 30, 2019.

Although the residential mortgage loans have been sold for bankruptcy and state law purposes, the transfers of the residential mortgage loans to the OBX Trusts did not qualify for sale accounting and are reflected as intercompany secured borrowings that are eliminated upon consolidation.

Credit Facility VIEs

In June 2016, a consolidated subsidiary of the Company entered into a credit facility with a third party financial institution. As of September 30, 2019, the borrowing limit on this facility was $500.0 million. The subsidiary was deemed to be a VIE and the Company was determined to be the primary beneficiary due to its role as collateral manager and because it holds a variable interest in the entity that could potentially be significant to the entity. The Company has pledged as collateral for this facility corporate loans with a carrying amount of $748.8 million at September 30, 2019. The transfers did not qualify for sale accounting and are reflected as an intercompany secured borrowing that is eliminated upon consolidation. At September 30, 2019, the subsidiary had an intercompany receivable of $434.7 million, which eliminates upon consolidation and a secured financing of $434.7 million to the third party financial institution.

In July 2017, a consolidated subsidiary of the Company entered into a credit facility with a third party financial institution. As of September 30, 2019, the borrowing limit on this facility was $250.0 million. The subsidiary was deemed to be a VIE and the Company was determined to be the primary beneficiary due to its role as servicer and because it holds a variable interest in the entity that could potentially be significant to the entity. The Company has transferred corporate loans to the subsidiary with a carrying amount of $435.5 million at September 30, 2019, which continue to be reflected in the Company’s Consolidated Statements of Financial Condition under Loans, net. At September 30, 2019, the subsidiary had a secured financing of $246.7 million to the third party financial institution.

In January 2019, a consolidated subsidiary of the Company (the “Borrower”) entered into a $200.0 million credit facility with a third party financial institution. As of September 30, 2019, the Borrower had a secured financing of $152.2 million to the third party financial institution.

MSR Silo

The Company also owns variable interests in an entity that invests in MSRs and has structured its operations, funding and capitalization into pools of assets and liabilities, each referred to as a “silo.” Owners of variable interests in a given silo are entitled to all of the returns and subjected to the risk of loss on the investments and operations of that silo and have no substantive recourse to the assets of any other silo. While the Company previously held 100% of the voting interests in this entity, in August 2017, the Company sold 100% of such interests, and entered into an agreement with the entity’s affiliated portfolio manager giving the Company the power over the silo in which it owns all of the beneficial interests. As a result, the Company is considered to be the primary beneficiary and consolidates this silo.

The Company’s exposure to the obligations of its VIEs is generally limited to the Company’s investment in the VIEs of $2.7 billion at September 30, 2019. Assets of the VIEs may only be used to settle obligations of the VIEs. Creditors of the VIEs have no

recourse to the general credit of the Company. The Company is not contractually required to provide and has not provided any form of financial support to the VIEs. No gains or losses were recognized upon consolidation of existing VIEs. Interest income and expense are recognized using the effective interest method.

The statements of financial condition of the Company’s VIEs, excluding the CLO, credit facility VIEs and OBX Trusts as the transfers of loans did not meet the criteria to be accounted for as sales, that are reflected in the Company’s Consolidated Statements of Financial Condition at September 30, 2019 and December 31, 2018 are as follows:

September 30, 2019
	Commercial Trusts		Residential Trusts		MSR Silo
Assets	(dollars in thousands)
Cash and cash equivalents	$	—	$	—	$	49,579
Loans	—		—		76,315
Assets transferred or pledged to securitization vehicles	1,501,408		86,176		—
Mortgage servicing rights	—		—		386,051
Principal and interest receivable	5,610		454		—
Other assets	—		—		27,612
Total assets	$	1,507,018	$	86,630	$	539,557
Liabilities
Debt issued by securitization vehicles (non-recourse)	$	1,364,112	$	66,478	$	—
Other secured financing	—		—		44,061
Payable for unsettled trades	—		—		17,817
Interest payable	2,207		157		—
Other liabilities	—		193		2,723
Total liabilities	$	1,366,319	$	66,828	$	64,601

 

December 31, 2018
	Commercial Trusts		Residential Trusts		MSR Silo
Assets	(dollars in thousands)
Cash and cash equivalents	$	—	$	—	$	30,444
Loans	—		—		97,464
Assets transferred or pledged to securitization vehicles	2,738,369		105,003		—
Mortgage servicing rights	—		—		557,813
Principal and interest receivable	11,451		539		—
Other assets	—		4		28,756
Total assets	$	2,749,820	$	105,546	$	714,477
Liabilities
Debt issued by securitization vehicles (non-recourse)	$	2,509,264	$	71,324	$	—
Other secured financing	—		—		68,385
Interest payable	4,594		238		—
Other liabilities	—		—		1,975
Total liabilities	$	2,513,858	$	71,562	$	70,360

 

The geographic concentrations of credit risk exceeding 5% of the total loan unpaid principal balances related to the Company’s VIEs, excluding the credit facility VIEs, OBX Trusts and CLO, at September 30, 2019 are as follows:

Securitized Loans at Fair Value Geographic Concentration of Credit Risk

Commercial Trusts					Residential Trusts
Property Location	Principal Balance		% of Balance		Property Location	Principal Balance		% of Balance
(dollars in thousands)
Texas	$	476,312	20.2	%	California	$	37,268	44.2	%
California	459,310		19.5	%	Texas	11,202		13.3	%
New York	353,800		15.0	%	Illinois	7,102		8.4	%
Florida	163,995		7.0	%	Washington	5,895		7.0	%
North Carolina	123,026		5.2	%	Other (1)	22,889		27.1	%
Other (1)	779,654		33.1	%
Total	$	2,356,097	100.0	%	Total	$	84,356	100.0	%

⁽¹⁾ 

No individual state greater than 5%.

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GOODWILL AND INTANGIBLE ASSETS

9 Months Ended

Sep. 30, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

12.  GOODWILL AND INTANGIBLE ASSETS

Goodwill

The Company’s acquisitions are accounted for using the acquisition method if the acquisition is deemed to be a business. Under the acquisition method, net assets and results of operations of acquired companies are included in the consolidated financial statements from the date of acquisition. The purchase prices are allocated to the assets acquired, including identifiable intangible assets, and the liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired is recognized as goodwill. Conversely, any excess of the fair value of the net assets acquired over the purchase price is recognized as a bargain purchase gain.

The Company tests goodwill for impairment on an annual basis or more frequently when events or circumstances may make it more likely than not that an impairment has occurred. If a qualitative analysis indicates that there may be an impairment, a quantitative analysis is performed.  The quantitative impairment test for goodwill utilizes a two-step approach, whereby the Company compares the carrying value of each identified reporting unit to its fair value.  If the carrying value of the reporting unit is greater than its fair value, the second step is performed, where the implied fair value of goodwill is compared to its carrying value. The Company recognizes an impairment charge for the amount by which the carrying amount of goodwill exceeds its fair value.

At September 30, 2019 and December 31, 2018, goodwill totaled $71.8 million.

Intangible assets, net

Finite life intangible assets are amortized over their expected useful lives. The following table presents the activity of finite lived intangible assets for the nine months ended September 30, 2019.

Intangible Assets, net
(dollars in thousands)
Balance at December 31, 2018	$	29,039
Intangible assets divested	(147		)
Less: amortization expense	(5,803		)
Balance at September 30, 2019	$	23,089

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VARIABLE INTEREST ENTITIES (Tables)

9 Months Ended

Sep. 30, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Fair Value of OBX Trusts

The entities in the table below are referred to collectively as the “OBX Trusts.” These securitizations represent financing transactions which provide non-recourse financing to the Company that are collateralized by residential mortgage loans purchased by the Company.

Securitization	Date of Closing	Face Value at Closing
		(dollars in thousands)
OBX 2018-1	March 2018	$	327,162
OBX 2018-EXP1	August 2018	$	383,451
OBX 2018-EXP2	October 2018	$	384,027
OBX 2019-INV1	January 2019	$	393,961
OBX 2019-EXP1	April 2019	$	388,156
OBX 2019-INV2	June 2019	$	383,760
OBX 2019-EXP2	July 2019	$	463,405

Statement of Financial Condition of VIEs Reflected in Consolidated Statements of Financial Condition

The statements of financial condition of the Company’s VIEs, excluding the CLO, credit facility VIEs and OBX Trusts as the transfers of loans did not meet the criteria to be accounted for as sales, that are reflected in the Company’s Consolidated Statements of Financial Condition at September 30, 2019 and December 31, 2018 are as follows:

September 30, 2019
	Commercial Trusts		Residential Trusts		MSR Silo
Assets	(dollars in thousands)
Cash and cash equivalents	$	—	$	—	$	49,579
Loans	—		—		76,315
Assets transferred or pledged to securitization vehicles	1,501,408		86,176		—
Mortgage servicing rights	—		—		386,051
Principal and interest receivable	5,610		454		—
Other assets	—		—		27,612
Total assets	$	1,507,018	$	86,630	$	539,557
Liabilities
Debt issued by securitization vehicles (non-recourse)	$	1,364,112	$	66,478	$	—
Other secured financing	—		—		44,061
Payable for unsettled trades	—		—		17,817
Interest payable	2,207		157		—
Other liabilities	—		193		2,723
Total liabilities	$	1,366,319	$	66,828	$	64,601

 

December 31, 2018
	Commercial Trusts		Residential Trusts		MSR Silo
Assets	(dollars in thousands)
Cash and cash equivalents	$	—	$	—	$	30,444
Loans	—		—		97,464
Assets transferred or pledged to securitization vehicles	2,738,369		105,003		—
Mortgage servicing rights	—		—		557,813
Principal and interest receivable	11,451		539		—
Other assets	—		4		28,756
Total assets	$	2,749,820	$	105,546	$	714,477
Liabilities
Debt issued by securitization vehicles (non-recourse)	$	2,509,264	$	71,324	$	—
Other secured financing	—		—		68,385
Interest payable	4,594		238		—
Other liabilities	—		—		1,975
Total liabilities	$	2,513,858	$	71,562	$	70,360

Geographic Concentrations Based on Unpaid Principal Balances

The following table provides the geographic concentrations based on the unpaid principal balances at September 30, 2019 and December 31, 2018 for the residential mortgage loans, including loans transferred or pledged to securitization vehicles:

 

Geographic Concentrations of Residential Mortgage Loans
September 30, 2019		December 31, 2018
Property location	% of Balance	Property location	% of Balance
California	51.9%	California	53.7%
New York	10.4%	Florida	7.1%
Florida	5.7%	New York	6.6%
All other (none individually greater than 5%)	32.0%	All other (none individually greater than 5%)	32.6%
Total	100.0%		100.0%

The geographic concentrations of credit risk exceeding 5% of the total loan unpaid principal balances related to the Company’s VIEs, excluding the credit facility VIEs, OBX Trusts and CLO, at September 30, 2019 are as follows:

Securitized Loans at Fair Value Geographic Concentration of Credit Risk

Commercial Trusts					Residential Trusts
Property Location	Principal Balance		% of Balance		Property Location	Principal Balance		% of Balance
(dollars in thousands)
Texas	$	476,312	20.2	%	California	$	37,268	44.2	%
California	459,310		19.5	%	Texas	11,202		13.3	%
New York	353,800		15.0	%	Illinois	7,102		8.4	%
Florida	163,995		7.0	%	Washington	5,895		7.0	%
North Carolina	123,026		5.2	%	Other (1)	22,889		27.1	%
Other (1)	779,654		33.1	%
Total	$	2,356,097	100.0	%	Total	$	84,356	100.0	%

⁽¹⁾ 

No individual state greater than 5%.

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FINANCIAL INSTRUMENTS (Tables)

9 Months Ended

Sep. 30, 2019

Investments, All Other Investments [Abstract]

Schedule of Characteristics of Financial Instruments

The following table presents characteristics for certain of the Company’s financial instruments at September 30, 2019 and December 31, 2018.

Financial Instruments (1)
Balance Sheet Line Item	Type / Form	Measurement Basis	September 30, 2019		December 31, 2018
	Assets	(dollars in thousands)
Securities	Agency mortgage-backed securities (2)	Fair value, with unrealized gains (losses) through other comprehensive income	$	113,670,254	$	89,840,322
Securities	Agency mortgage-backed securities (3)	Fair value, with unrealized gains (losses) through earnings	792,270		912,673
Securities	Credit risk transfer securities	Fair value, with unrealized gains (losses) through earnings	474,765		552,097
Securities	Non-agency mortgage-backed securities	Fair value, with unrealized gains (losses) through earnings	1,015,921		1,161,938
Securities	Commercial real estate debt investments - CMBS	Fair value, with unrealized gains (losses) through other comprehensive income	65,215		138,242
Securities	Commercial real estate debt investments - CMBS (4)	Fair value, with unrealized gains (losses) through earnings	75,636		18,516
Total securities			116,094,061		92,623,788
Loans, net	Residential mortgage loans	Fair value, with unrealized gains (losses) through earnings	1,219,402		1,359,806
Loans, net	Commercial real estate debt and preferred equity, held for investment	Amortized cost	611,429		1,296,803
Loans, net	Commercial loans held for sale, net	Lower of amortized cost or fair value	—		42,184
Loans, net	Corporate debt, held for investment	Amortized cost	2,115,783		1,887,182
Total loans, net			3,946,614		4,585,975
Assets transferred or pledged to securitization vehicles	Residential mortgage loans	Fair value, with unrealized gains (losses) through earnings	2,376,731		1,094,831
Assets transferred or pledged to securitization vehicles	Commercial mortgage loans	Fair value, with unrealized gains (losses) through earnings	1,501,408		2,738,369
Assets transferred or pledged to securitization vehicles	Commercial mortgage loans	Amortized cost	810,005		—
Total assets transferred or pledged to securitization vehicles			4,688,144		3,833,200
Reverse repurchase agreements	Reverse repurchase agreements	Amortized cost	—		650,040
	Liabilities
Repurchase agreements	Repurchase agreements	Amortized cost	102,682,104		81,115,874
Other secured financing	Loans	Amortized cost	4,466,030		4,183,311
Debt issued by securitization vehicles	Securities	Fair value, with unrealized gains (losses) through earnings	3,856,082		3,347,062
Mortgages payable	Loans	Amortized cost	485,657		511,056
(1)     Receivable for unsettled trades, Principal and interest receivable, Payable for unsettled trades, Interest payable and Dividends payable are accounted for at cost. (2)     Includes Agency pass-through, collateralized mortgage obligation (“CMO”) and multifamily securities. (3)     Includes interest-only securities and reverse mortgages. (4)     Includes conduit CMBS.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($)		3 Months Ended		9 Months Ended
		Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Net interest income
Interest income		$ 919,299,000	$ 816,596,000	$ 2,713,083,000	$ 2,472,889,000
Interest expense		766,905,000	500,973,000	2,164,817,000	1,311,086,000
Net interest income		152,394,000	315,623,000	548,266,000	1,161,803,000
Realized and unrealized gains (losses)
Net interest component of interest rate swaps		88,466,000	51,349,000	306,154,000	34,664,000
Realized gains (losses) on termination or maturity of interest rate swaps		(682,602,000)	575,000	(1,438,349,000)	1,409,000
Unrealized gains (losses) on interest rate swaps		(326,309,000)	417,203,000	(1,992,884,000)	1,737,963,000
Subtotal		(920,445,000)	469,127,000	(3,125,079,000)	1,774,036,000
Net gains (losses) on disposal of investments		66,522,000	(324,294,000)	(65,727,000)	(376,943,000)
Net gains (losses) on other derivatives		(16,888,000)	94,827,000	(638,458,000)	81,871,000
Net unrealized gains (losses) on instruments measured at fair value through earnings		(1,091,000)	(39,944,000)	41,657,000	(139,913,000)
Loan loss provision		(3,504,000)	0	(9,207,000)	0
Subtotal		45,039,000	(269,411,000)	(671,735,000)	(434,985,000)
Total realized and unrealized gains (losses)		(875,406,000)	199,716,000	(3,796,814,000)	1,339,051,000
Other income (loss)		35,074,000	(10,643,000)	93,757,000	57,550,000
General and administrative expenses
Compensation and management fee		41,161,000	45,983,000	130,225,000	136,091,000
Other general and administrative expenses		24,977,000	80,526,000	98,058,000	116,709,000
Total general and administrative expenses		66,138,000	126,509,000	228,283,000	252,800,000
Income (loss) before income taxes		(754,076,000)	378,187,000	(3,383,074,000)	2,305,604,000
Income taxes		(6,907,000)	(7,242,000)	(10,241,000)	(3,416,000)
Net income (loss)		(747,169,000)	385,429,000	(3,372,833,000)	2,309,020,000
Net income (loss) attributable to noncontrolling interests		(110,000)	(149,000)	(294,000)	(277,000)
Net income (loss) attributable to Annaly		(747,059,000)	385,578,000	(3,372,539,000)	2,309,297,000
Dividends on preferred stock	[1]	36,151,000	31,675,000	101,067,000	96,818,000
Net income (loss) available (related) to common stockholders		$ (783,210,000)	$ 353,903,000	$ (3,473,606,000)	$ 2,212,479,000
Net income (loss) per share available (related) to common stockholders
Basic (in dollars per share)		$ (0.54)	$ 0.29	$ (2.42)	$ 1.88
Diluted (in dollars per share)		$ (0.54)	$ 0.29	$ (2.42)	$ 1.88
Weighted average number of common shares outstanding
Basic (in shares)		1,453,359,211	1,202,353,851	1,436,204,582	1,174,292,701
Diluted (in shares)		1,453,359,211	1,202,353,851	1,436,204,582	1,174,292,701
Net income (loss)		$ (747,169,000)	$ 385,429,000	$ (3,372,833,000)	$ 2,309,020,000
Other comprehensive income (loss)
Unrealized gains (losses) on available-for-sale securities		1,034,873,000	(719,609,000)	4,289,054,000	(3,104,218,000)
Reclassification adjustment for net (gains) losses included in net income (loss)		(86,061,000)	331,100,000	4,626,000	407,282,000
Other comprehensive income (loss)		948,812,000	(388,509,000)	4,293,680,000	(2,696,936,000)
Comprehensive income (loss)		201,643,000	(3,080,000)	920,847,000	(387,916,000)
Comprehensive income (loss) attributable to noncontrolling interests		(110,000)	(149,000)	(294,000)	(277,000)
Comprehensive income (loss) attributable to Annaly		201,753,000	(2,931,000)	921,141,000	(387,639,000)
Comprehensive income (loss) attributable to common stockholders		$ 165,602,000	$ (34,606,000)	$ 820,074,000	$ (484,457,000)

[1] ⁽¹⁾  The three months ended September 30, 2019 exclude cumulative and undeclared dividends of $0.3 million on the Company's Series I Preferred Stock as of June 30, 2019.

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BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

BASIS OF PRESENTATION

2. BASIS OF PRESENTATION

The accompanying consolidated financial statements and related notes of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”).

The accompanying consolidated financial statements and related notes are unaudited and should be read in conjunction with the audited consolidated financial statements included in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “2018 Form 10-K”). The consolidated financial information as of December 31, 2018 has been derived from audited consolidated financial statements included in the Company’s 2018 Form 10-K.

The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported balance sheet amounts and/or disclosures 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.

In the opinion of management, all normal, recurring adjustments have been included for a fair presentation of this interim financial information. Interim period operating results may not be indicative of the operating results for a full year.

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NET INCOME (LOSS) PER COMMON SHARE

9 Months Ended

Sep. 30, 2019

Earnings Per Share [Abstract]

NET INCOME (LOSS) PER COMMON SHARE

16.  NET INCOME (LOSS) PER COMMON SHARE

The following table presents a reconciliation of net income (loss) and shares used in calculating basic and diluted net income (loss) per share for the three and nine months ended September 30, 2019 and September 30, 2018.

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
	(dollars in thousands, except per share data)
Net income (loss)	$	(747,169	)	$	385,429		$	(3,372,833	)	$	2,309,020
Net income (loss) attributable to noncontrolling interests	(110		)	(149		)	(294		)	(277		)
Net income (loss) attributable to Annaly	(747,059		)	385,578			(3,372,539		)	2,309,297
Dividends on preferred stock (1)	36,151			31,675			101,067			96,818
Net income (loss) available (related) to common stockholders	$	(783,210	)	$	353,903		$	(3,473,606	)	$	2,212,479
Weighted average shares of common stock outstanding-basic	1,453,359,211			1,202,353,851			1,436,204,582			1,174,292,701
Add: Effect of stock awards, if dilutive	—			—			—			—
Weighted average shares of common  stock outstanding-diluted	1,453,359,211			1,202,353,851			1,436,204,582			1,174,292,701
Net income (loss) per share available (related) to common share
Basic	$	(0.54	)	$	0.29		$	(2.42	)	$	1.88
Diluted	$	(0.54	)	$	0.29		$	(2.42	)	$	1.88

⁽¹⁾  The three months ended September 30, 2019 exclude cumulative and undeclared dividends of $0.3 million on the Company’s Series I Preferred Stock as of June 30, 2019.

No options to purchase shares of common stock were outstanding for the three and nine months ended September 30, 2019. Options to purchase 0.2 million shares of common stock were outstanding and considered anti-dilutive as their exercise price and option expense exceeded the average stock price for the three and nine months ended September 30, 2018, respectively.

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LEASE COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2019

Commitments and Contingencies Disclosure [Abstract]

LEASE COMMITMENTS AND CONTINGENCIES

20.  LEASE COMMITMENTS AND CONTINGENCIES

The Company adopted ASU 2016-02, Leases (Topic 842) on January 1, 2019 with no impact to retained earnings or other components of equity. The Company’s operating leases are primarily comprised of a corporate office lease with a remaining lease term of six years. The corporate office lease includes an option to extend for up to five years, however the extension term was not included in the operating lease liability calculation. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. The lease cost for the three and nine months ended September 30, 2019 was $0.8 million and $2.4 million, respectively.

Supplemental information related to leases as of and for the nine months ended September 30, 2019 was as follows:

Operating Leases	Classification	September 30, 2019
Assets	(dollars in thousands)
Operating lease right-of-use assets	Other assets	$	16,427
Liabilities
Operating lease liabilities (1)	Other liabilities	$	21,217
Lease term and discount rate
Weighted average remaining lease term		5.9 years
Weighted average discount rate (1)		2.9%
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases		$	2,784
(1)     As the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at adoption date in determining the present value of lease payments.

The following table provides details related to maturities of lease liabilities:

	Maturity of Lease Liabilities
Years ending December 31,	(dollars in thousands)
2019 (remaining)	$	928
2020	3,799
2021	3,918
2022	3,862
2023	3,862
Later years	6,757
Total lease payments	$	23,126
Less imputed interest	1,909
Present value of lease liabilities	$	21,217

Contingencies

From time to time, the Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material effect on the Company’s consolidated financial statements. There were no material contingencies at September 30, 2019 and December 31, 2018.

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ACQUISITION OF MTGE INVESTMENT CORP (Tables)

9 Months Ended

Sep. 30, 2019

Business Combinations [Abstract]

Summary of Acquired Assets

The allocation of the consideration paid as part of the transaction and its assignment to the initial carrying value of the MTGE portfolio is noted in the below table.

	September 2018
Consideration transferred	(dollars in thousands)
Cash	$	450,287
Common equity	455,943
Preferred shares
Exchange of MTGE preferred stock for Annaly preferred stock	55,000
Total consideration	$	961,230
Net assets
Cash and cash equivalents	$	191,953
Securities	4,111,930
Real estate, net	277,648
Derivative assets	18,629
Reverse repurchase agreements	938,251
Receivable for unsettled trades	6,809
Principal receivable	44,462
Interest receivable	14,282
Intangible assets, net	14,483
Other assets	50,105
Total assets acquired	5,668,552
Repurchase agreements	3,561,816
Mortgages payable	201,629
U.S. Treasury securities sold, not yet purchased	934,149
Derivative liabilities	2,498
Interest payable	22,220
Dividends payable	819
Other liabilities	28,715
Total liabilities assumed	4,751,846
Net assets acquired	$	916,706

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SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	9 Months Ended
		Oct. 31, 2019	Sep. 30, 2019	Sep. 30, 2018	Jul. 31, 2019	Jun. 30, 2019	Apr. 30, 2019	Jan. 31, 2019	Dec. 31, 2018	[2]	Oct. 31, 2018	Jul. 31, 2018	Mar. 31, 2018
Subsequent Event [Line Items]
Preferred stock, redemption price (in dollars per share)			$ 25.00
Loans	[1]		$ 3,946,614						$ 4,585,975
OBX Trust | Consolidated VIEs
Subsequent Event [Line Items]
Loans					$ 463,405	$ 383,760	$ 388,156	$ 393,961			$ 384,027	$ 383,451	$ 327,162
Series C
Subsequent Event [Line Items]
Preferred stock to be redeemed (in shares)			7,000,000.0	5,000,000.0
Preferred stock, redemption price (in dollars per share)			$ 25.00
Subsequent Event
Subsequent Event [Line Items]
Stock repurchased (in shares)		7,900,000
Stock repurchased, value		$ 68,200
Subsequent Event | OBX Trust | Consolidated VIEs
Subsequent Event [Line Items]
Loans		$ 465,500

[1] ⁽⁴⁾  Includes $76.3 million and $97.5 million of residential mortgage loans held for sale and $0 and $42.2 million of commercial mortgage loans held for sale at September 30, 2019 and December 31, 2018, respectively.

[2] ⁽¹⁾  Derived from the audited consolidated financial statements at December 31, 2018.

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CAPITAL STOCK (Tables)

9 Months Ended

Sep. 30, 2019

Equity [Abstract]

Schedule of Stock by Class

The following table provides a summary of the Company’s common shares authorized, and issued and outstanding at September 30, 2019 and December 31, 2018.

	Shares authorized		Shares issued and outstanding
	September 30, 2019	December 31, 2018	September 30, 2019	December 31, 2018	Par Value
Common stock	2,914,850,000	1,924,050,000	1,437,964,466	1,313,763,450	$0.01

The following is a summary of the Company’s cumulative redeemable preferred stock outstanding at September 30, 2019 and December 31, 2018. In the event of a liquidation or dissolution of the Company, the Company’s then outstanding preferred stock takes precedence over the Company’s common stock with respect to payment of dividends and the distribution of assets.

	Shares Authorized		Shares Issued And Outstanding		Carrying Value				Contractual Rate	Earliest Redemption Date (1)	Date At Which Dividend Rate Becomes Floating	Floating Annual Rate
	September 30, 2019	December 31, 2018	September 30, 2019	December 31, 2018	September 30, 2019		December 31, 2018
Fixed-rate		(dollars in thousands)
Series C	—	7,000,000	—	7,000,000	$	—	$	169,466	7.625%	5/16/2017	NA	NA
Series D	18,400,000	18,400,000	18,400,000	18,400,000	445,457		445,457		7.50%	9/13/2017	NA	NA
Series H	—	2,200,000	—	2,200,000	—		55,000		8.125%	5/22/2019	NA	NA
Fixed-to-floating rate
Series F	28,800,000	28,800,000	28,800,000	28,800,000	696,910		696,910		6.95%	9/30/2022	9/30/2022	3M LIBOR + 4.993%
Series G	19,550,000	19,550,000	17,000,000	17,000,000	411,335		411,335		6.50%	3/31/2023	3/31/2023	3M LIBOR + 4.172%
Series I	18,400,000	—	17,700,000	—	428,324		—		6.75%	6/30/2024	6/30/2024	3M LIBOR + 4.989%
Total	85,150,000	75,950,000	81,900,000	73,400,000	$	1,982,026	$	1,778,168
(1)    Subject to the Company’s right under limited circumstances to redeem preferred stock earlier in order to preserve its qualification as a REIT or under limited circumstances related to a change in control of the Company.

Summary of Dividend Reinvestment Plan

The following table provides a summary of activity related to the Company’s Direct Purchase and Dividend Reinvestment Program.

	Nine Months Ended
	September 30, 2019		September 30, 2018
	(dollars in thousands)
Shares issued through direct purchase and dividend reinvestment program	180,000		245,000
Amount raised from direct purchase and dividend reinvestment program	$	1,795	$	2,584

Summary of Dividend Distribution Activity

The following table provides a summary of the Company’s dividend distribution activity for the periods presented:

	For the Three Months Ended				For the Nine Months Ended
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
	(dollars in thousands, except per share data)
Dividends and dividend equivalents declared on common stock and share-based awards	$	359,736	$	365,488	$	1,158,629	$	1,062,685
Distributions declared per common share	$	0.25	$	0.30	$	0.80	$	0.90
Distributions paid to common stockholders after period end	$	359,491	$	102,811	$	359,491	$	102,811
Distributions paid per common share after period end	$	0.25	$	0.08	$	0.25	$	0.08
Date of distributions paid to common stockholders after period end	October 31, 2019		October 31, 2018		October 31, 2019		October 31, 2018
Dividends declared to series C preferred stockholders	$	742	$	3,336	$	7,414	$	10,987
Dividends declared per share of series C preferred stock (1)	$	0.106	$	0.477	$	1.060	$	1.430
Dividends declared to series D preferred stockholders	$	8,625	$	8,625	$	25,875	$	25,875
Dividends declared per share of series D preferred stock	$	0.469	$	0.469	$	1.407	$	1.406
Dividends declared to series E preferred stockholders	$	—	$	—	$	—	$	2,253
Dividends declared per share of series E preferred stock	$	—	$	—	$	—	$	0.196
Dividends declared to series F preferred stockholders	$	12,510	$	12,510	$	37,530	$	37,530
Dividends declared per share of series F preferred stock	$	0.434	$	0.434	$	1.303	$	1.303
Dividends declared to series G preferred stockholders	$	6,906	$	6,906	$	20,718	$	19,875
Dividends declared per share of series G preferred stock	$	0.406	$	0.406	$	1.219	$	1.169
Dividends declared to series H preferred stockholders	$	—	$	298	$	1,862	$	298
Dividends declared per share of series H preferred stock	$	—	$	0.135	$	0.846	$	0.135
Dividends declared to series I preferred stockholders	$	7,668	$	—	$	7,668	$	—
Dividends declared per share of series I preferred stock	$	0.436	$	—	$	0.436	$	—

⁽¹⁾ 

Includes dividends declared per share for shares outstanding at September 30, 2018.

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LOANS - Geographic Concentrations Based on Unpaid Principal Balances (Details) - Residential mortgage loans - Geographic Concentration Risk	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Geographic Concentrations of Residential Mortgage Loans	100.00%	100.00%
California
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Geographic Concentrations of Residential Mortgage Loans	51.90%	53.70%
New York
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Geographic Concentrations of Residential Mortgage Loans	10.40%	6.60%
Florida
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Geographic Concentrations of Residential Mortgage Loans	5.70%	7.10%
Other
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Geographic Concentrations of Residential Mortgage Loans	32.00%	32.60%

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GOODWILL AND INTANGIBLE ASSETS - Summary of Indefinite and Finite-Lived Intangible Assets (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2019 USD ($)
Intangible Assets [Roll Forward]
Intangible Assets, net beginning of period	$ 29,039
Intangible assets divested	(147)
Less: amortization expense	(5,803)
Intangible Assets, net end of period	$ 23,089

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SECURED FINANCING - Mortgage Loans Payable (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Debt Instrument [Line Items]
Variable interest rate	91.00%	88.00%
Commercial Mortgage Loan
Debt Instrument [Line Items]
Mortgage Carrying Value	$ 485,657	$ 511,056
Mortgage Principal	491,435	516,834
Joint Ventures | Commercial Mortgage Loan
Debt Instrument [Line Items]
Mortgage Carrying Value	316,535	316,275
Mortgage Principal	$ 318,625	$ 318,664
Joint Ventures | Commercial Mortgage Loan | Minimum
Debt Instrument [Line Items]
Interest Rate	4.03%	4.03%
Joint Ventures | Commercial Mortgage Loan | Maximum
Debt Instrument [Line Items]
Interest Rate	4.96%	4.96%
Joint Ventures | Commercial Mortgage Loan | LIBOR
Debt Instrument [Line Items]
Mortgage Carrying Value	$ 16,003	$ 16,125
Mortgage Principal	$ 16,325	$ 16,125
Variable interest rate	2.15%	2.75%
Virginia | Commercial Mortgage Loan
Debt Instrument [Line Items]
Mortgage Carrying Value	$ 83,412	$ 95,827
Mortgage Principal	$ 85,193	$ 97,667
Virginia | Commercial Mortgage Loan | Minimum
Debt Instrument [Line Items]
Interest Rate	2.34%	2.75%
Virginia | Commercial Mortgage Loan | Maximum
Debt Instrument [Line Items]
Interest Rate	4.55%	4.96%
Texas | Commercial Mortgage Loan
Debt Instrument [Line Items]
Mortgage Carrying Value	$ 31,799	$ 32,189
Mortgage Principal	$ 33,311	$ 33,735
Interest Rate	3.28%	3.28%
Utah | Commercial Mortgage Loan
Debt Instrument [Line Items]
Mortgage Carrying Value	$ 7,104	$ 9,703
Mortgage Principal	$ 7,122	$ 9,706
Interest Rate	3.69%	3.69%
Utah | Commercial Mortgage Loan | LIBOR
Debt Instrument [Line Items]
Mortgage Carrying Value	$ 9,706	$ 7,279
Mortgage Principal	$ 9,706	$ 7,201
Variable interest rate	3.50%	3.50%
Minnesota | Commercial Mortgage Loan
Debt Instrument [Line Items]
Mortgage Carrying Value	$ 13,292	$ 13,438
Mortgage Principal	$ 13,326	$ 13,473
Interest Rate	3.69%	3.69%
Tennessee | Commercial Mortgage Loan
Debt Instrument [Line Items]
Mortgage Carrying Value		$ 12,328
Mortgage Principal		$ 12,350
Interest Rate		4.01%
Wisconsin | Commercial Mortgage Loan
Debt Instrument [Line Items]
Mortgage Carrying Value	$ 7,806	$ 7,892
Mortgage Principal	$ 7,827	$ 7,913
Interest Rate	3.69%	3.69%

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LOANS - Internal Loan and Preferred Equity Ratings (Details) $ in Thousands	Sep. 30, 2019 USD ($) loan	Dec. 31, 2018 USD ($) loan
Real Estate [Line Items]
Outstanding Principal	$ 114,328,368	$ 96,602,237
Balance of the loan loss provision	12,700	3,500
Commercial Mortgage
Real Estate [Line Items]
Outstanding Principal	$ 1,441,437	$ 1,307,911
Percentage of CRE Debt and Preferred Equity Portfolio	100.00%	100.00%
Performing	$ 524,761	$ 793,842
Performing - Closely Monitored	572,963	254,676
Performing - Special Mention	189,910	151,400
Substandard	110,200	100,993
Doubtful	36,603	7,000
Loss (3)	$ 7,000	$ 0
Number of rated loans | loan	3	2
Balance of the loan loss provision	$ 5,700	$ 3,500
Commercial Mortgage | Mezzanine loans
Real Estate [Line Items]
Outstanding Principal	$ 192,065	$ 319,663
Percentage of CRE Debt and Preferred Equity Portfolio	13.30%	24.40%
Performing	$ 61,063	$ 140,776
Performing - Closely Monitored	70,299	38,884
Performing - Special Mention	0	96,400
Substandard	17,100	36,603
Doubtful	36,603	7,000
Loss (3)	7,000	0
Commercial Mortgage | Senior mortgages
Real Estate [Line Items]
Outstanding Principal	$ 434,949	$ 988,248
Percentage of CRE Debt and Preferred Equity Portfolio	30.20%	75.60%
Performing	$ 141,505	$ 653,066
Performing - Closely Monitored	185,954	215,792
Performing - Special Mention	64,390	55,000
Substandard	43,100	64,390
Doubtful	0	0
Loss (3)	0	0
Commercial Mortgage | Senior Securitized Mortgages
Real Estate [Line Items]
Outstanding Principal	$ 814,423	$ 0
Percentage of CRE Debt and Preferred Equity Portfolio	56.50%
Performing	$ 322,193
Performing - Closely Monitored	316,710
Performing - Special Mention	125,520
Substandard	50,000
Doubtful	0
Loss (3)	$ 0

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MORTGAGE SERVICING RIGHTS - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Bank Servicing
Servicing Assets at Fair Value [Line Items]
Service income fee	$ 27.7	$ 27.7	$ 82.9	$ 83.8

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CAPITAL STOCK - Summary of Dividend Reinvestment Plan (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Equity [Abstract]
Shares issued through direct purchase and dividend reinvestment program (in shares)	180,000	245,000
Amount raised from direct purchase and dividend reinvestment program	$ 1,795	$ 2,584

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DERIVATIVE INSTRUMENTS - Additional Information (Details) $ in Millions	Sep. 30, 2019 USD ($)
Derivative [Line Items]
Aggregate fair value of derivative instruments in a net liability position	$ 781.2
Interest rate swaps, at fair value
Derivative [Line Items]
Centrally cleared interest rate swaps at fair value, reduction	$ 1,100.0

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FAIR VALUE MEASUREMENTS - Information about Significant Unobservable Inputs Used for Recurring Fair Value Measurements for Level 3 MSRs (Detail) - Fair Value, Measurements, Recurring - Level 3 - Mortgage Servicing Rights	3 Months Ended	12 Months Ended
	Sep. 30, 2019 USD ($)	Dec. 31, 2018 USD ($)
Minimum
Fair Value Inputs, Assets, Quantitative Information [Line Items] (Deprecated 2018-01-31)
Unobservable input, cost to service	$ 81	$ 82
Maximum
Fair Value Inputs, Assets, Quantitative Information [Line Items] (Deprecated 2018-01-31)
Unobservable input, cost to service	131	138
Weighted Average
Fair Value Inputs, Assets, Quantitative Information [Line Items] (Deprecated 2018-01-31)
Unobservable input, cost to service	$ 106	$ 110
Discount Rate | Minimum
Fair Value Inputs, Assets, Quantitative Information [Line Items] (Deprecated 2018-01-31)
MSR measurement inputs	0.090	0.090
Discount Rate | Maximum
Fair Value Inputs, Assets, Quantitative Information [Line Items] (Deprecated 2018-01-31)
MSR measurement inputs	0.120	0.120
Discount Rate | Weighted Average
Fair Value Inputs, Assets, Quantitative Information [Line Items] (Deprecated 2018-01-31)
MSR measurement inputs	0.093	0.094
Prepayment Rate | Minimum
Fair Value Inputs, Assets, Quantitative Information [Line Items] (Deprecated 2018-01-31)
MSR measurement inputs	0.068	0.047
Prepayment Rate | Maximum
Fair Value Inputs, Assets, Quantitative Information [Line Items] (Deprecated 2018-01-31)
MSR measurement inputs	0.300	0.139
Prepayment Rate | Weighted Average
Fair Value Inputs, Assets, Quantitative Information [Line Items] (Deprecated 2018-01-31)
MSR measurement inputs	0.157	0.080
Delinquency Rate | Minimum
Fair Value Inputs, Assets, Quantitative Information [Line Items] (Deprecated 2018-01-31)
MSR measurement inputs	0.000	0.000
Delinquency Rate | Maximum
Fair Value Inputs, Assets, Quantitative Information [Line Items] (Deprecated 2018-01-31)
MSR measurement inputs	0.040	0.050
Delinquency Rate | Weighted Average
Fair Value Inputs, Assets, Quantitative Information [Line Items] (Deprecated 2018-01-31)
MSR measurement inputs	0.021	0.023

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DERIVATIVE INSTRUMENTS - Offsetting of Derivative Assets and Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Assets
Gross Amounts	$ 168,755	$ 200,503	[1]
Liabilities
Gross Amounts	972,415	889,750	[1]
Futures contracts, at fair value
Assets
Gross Amounts	102,400
Financial Instruments	(37,973)
Cash Collateral	0
Net Amounts	64,427
Liabilities
Gross Amounts	80,563	462,309
Financial Instruments	(37,973)	0
Cash Collateral	(42,590)	(462,309)
Net Amounts	0	0
Purchase commitments
Assets
Gross Amounts	3,787	844
Financial Instruments	0	0
Cash Collateral	0	0
Net Amounts	3,787	844
Liabilities
Gross Amounts	1,074	33
Financial Instruments	0	0
Cash Collateral	0	0
Net Amounts	1,074	33
Interest rate swaps, at fair value
Assets
Gross Amounts	2,556	48,114
Financial Instruments	(2,291)	(29,308)
Cash Collateral	0	0
Net Amounts	265	18,806
Liabilities
Gross Amounts	861,067	420,365
Financial Instruments	(2,291)	(29,308)
Cash Collateral	(121,915)	(11,856)
Net Amounts	736,861	379,201
Interest rate swaptions, at fair value
Assets
Gross Amounts	39,251	7,216
Financial Instruments	0	0
Cash Collateral	0	0
Net Amounts	39,251	7,216
TBA derivatives, at fair value
Assets
Gross Amounts	15,706	141,688
Financial Instruments	(7,208)	0
Cash Collateral	0	0
Net Amounts	8,498	141,688
Liabilities
Gross Amounts	28,373
Financial Instruments	(7,208)
Cash Collateral	0
Net Amounts	21,165
Credit derivatives
Assets
Gross Amounts	5,055	2,641
Financial Instruments	(1,026)	(2,641)
Cash Collateral	0	0
Net Amounts	4,029	0
Liabilities
Gross Amounts	1,338	7,043
Financial Instruments	(1,026)	(2,641)
Cash Collateral	(312)	(4,402)
Net Amounts	$ 0	$ 0

[1] ⁽¹⁾  Derived from the audited consolidated financial statements at December 31, 2018.

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REAL ESTATE - Summary of Estimated Useful Lives of Assets (Details)	9 Months Ended
	Sep. 30, 2019
Building and building improvements | Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives of assets	1 year
Building and building improvements | Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives of assets	44 years
Furniture, fixtures and equipment | Minimum
Property, Plant and Equipment [Line Items]
Estimated useful lives of assets	1 year
Furniture, fixtures and equipment | Maximum
Property, Plant and Equipment [Line Items]
Estimated useful lives of assets	4 years

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LOANS - Fair Value and Unpaid Principal of Residential Mortgage Loan Portfolio (Details) - Residential mortgage loans - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Fair value	$ 3,596,133	$ 2,454,637
Unpaid principal balance	$ 3,475,799	$ 2,425,657

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ARCOLA REGULATORY REQUIREMENTS - Additional Information (Details) - RCap $ in Millions	Sep. 30, 2019 USD ($)
Minimum net capital requirement	$ 0.3
Regulatory net capital	397.3
Regulatory net capital, excess net capital	$ 397.0

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INTEREST INCOME AND INTEREST EXPENSE - Components of Company's Interest Income and Interest Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Interest income
Residential Securities	$ 784,228	$ 680,037	$ 2,271,893	$ 2,122,375
Residential mortgage loans	37,673	21,184	102,689	55,557
Commercial investment portfolio	87,946	97,531	281,029	249,331
U.S. Treasury securities	0	160	0	160
Reverse repurchase agreements	9,452	17,684	57,472	45,466
Total interest income	919,299	816,596	2,713,083	2,472,889
Interest expense
Repurchase agreements	699,838	445,535	1,962,999	1,177,384
Debt issued by securitization vehicles	34,524	29,391	102,882	63,244
Other	32,543	26,047	98,936	70,458
Total interest expense	766,905	500,973	2,164,817	1,311,086
Net interest income	$ 152,394	$ 315,623	$ 548,266	$ 1,161,803

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SECURITIES - Summary of Residential Securities and CMBS (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2019 USD ($)
Debt Securities, Available-For-Sale [Line Items]
Beginning balance	$ 92,623,788
Purchases	51,093,826
Sales	(19,886,088)
Principal paydowns	(11,258,324)
(Amortization) / accretion	(941,881)
Fair value adjustment	4,462,740
Ending balance	116,094,061
Residential Securities
Debt Securities, Available-For-Sale [Line Items]
Beginning balance	92,467,030
Purchases	50,982,244
Sales	(19,793,722)
Principal paydowns	(11,215,154)
(Amortization) / accretion	(942,429)
Fair value adjustment	4,455,241
Ending balance	115,953,210
Commercial Securities
Debt Securities, Available-For-Sale [Line Items]
Beginning balance	156,758
Purchases	111,582
Sales	(92,366)
Principal paydowns	(43,170)
(Amortization) / accretion	548
Fair value adjustment	7,499
Ending balance	$ 140,851

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RELATED PARTY TRANSACTIONS - Additional Information (Details) $ in Thousands		3 Months Ended		8 Months Ended	9 Months Ended
	Mar. 27, 2019 USD ($)	Sep. 30, 2019 USD ($)	Sep. 30, 2018 USD ($)	Mar. 26, 2019	Sep. 30, 2019 USD ($)	Sep. 30, 2018 USD ($)	Dec. 31, 2018 USD ($)
Ratio of percentage of stockholders' equity paid up to predetermined amount	0.000875			0.000875
Ratio of percentage of stockholders' equity paid over a predetermined amount	0.000625
Predetermined amount of stockholders equity used in calculating monthly management fee	$ 17,280,000
Portion of calculated stockholders' equity used to determine management fee	0.083
Compensation and management fee		$ 41,161	$ 45,983		$ 130,225	$ 136,091
Ratio of independent directors or holders of a majority of the outstanding shares					0.0066666667
Management Agreement
Compensation and management fee		41,200	$ 46,000		$ 130,200	$ 136,100
Reimbursement payments					14,300
Management fee payable		$ 12,700			$ 12,700		$ 16,000
Renewal term					2 years
Accelerated period for agreement termination, if election to terminate is not made					90 days
Management Agreement | Minimum
Accelerated period for agreement termination, if election to terminate is made					7 days
Management Agreement | Maximum
Accelerated period for agreement termination, if election to terminate is made					90 days

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SECURITIES - Unrealized Loss Position (Details) $ in Thousands	Sep. 30, 2019 USD ($) security	Dec. 31, 2018 USD ($) security
Unrealized Loss Position For:
Estimated Fair Value	$ 17,513,412	$ 65,552,879
Gross Unrealized Losses	$ (159,777)	$ (2,285,609)
Number of Securities (security) | security	551	2,189
Available For Sale Securities, Continuous Unrealized Loss Positions, Less Than 12 Months
Unrealized Loss Position For:
Estimated Fair Value	$ 3,524,012	$ 22,418,036
Gross Unrealized Losses	$ (17,042)	$ (432,352)
Number of Securities (security) | security	45	713
Available For Sale Securities, Continuous Unrealized Loss Positions, Greater Than 12 Months
Unrealized Loss Position For:
Estimated Fair Value	$ 13,989,400	$ 43,134,843
Gross Unrealized Losses	$ (142,735)	$ (1,853,257)
Number of Securities (security) | security	506	1,476

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LOANS (Tables)

9 Months Ended

Sep. 30, 2019

SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Abstract]

Loan Investment Activity

The following table presents the activity of the Company’s loan investments, including loans held for sale and excluding loans transferred or pledged to securitization vehicles, for the nine months ended September 30, 2019:

	Residential			Commercial			Corporate			Total
	(dollars in thousands)
Beginning balance January 1, 2019	$	1,359,806		$	1,338,987		$	1,887,182		$	4,585,975
Purchases	1,894,303			395,058			631,065			2,920,426
Sales and transfers (1)	(1,878,218		)	(958,912		)	(268,403		)	(3,105,533		)
Principal payments	(156,579		)	(156,437		)	(143,284		)	(456,300		)
Gains / (losses)	1,671			(9,207		)	5,260			(2,276		)
(Amortization) / accretion	(1,581		)	1,940			3,963			4,322
Ending balance September 30, 2019	$	1,219,402		$	611,429		$	2,115,783		$	3,946,614
(1)     Includes securitizations, syndications and transfers to securitization vehicles.

Fair Value and Unpaid Principal of Residential Mortgage Loan Portfolio

The following table presents the fair value and the unpaid principal balances of the residential mortgage loan portfolio, including loans transferred or pledged to securitization vehicles, at September 30, 2019 and December 31, 2018:

	September 30, 2019		December 31, 2018
	(dollars in thousands)
Fair value	$	3,596,133	$	2,454,637
Unpaid principal balance	$	3,475,799	$	2,425,657

Summary of Comprehensive Income (Loss)

The following table provides information regarding the line items and amounts recognized in the Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2019 and 2018 for these investments:

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
	(dollars in thousands)
Interest income	$	37,673		$	16,423		$	102,689		$	45,702
Net gains (losses) on disposal of investments	(9,671		)	(2,975		)	(19,499		)	(7,924		)
Net unrealized gains (losses) on instruments measured at fair value through earnings	18,093			(3,633		)	61,805			(14,802		)
Total included in net income (loss)	$	46,095		$	9,815		$	144,995		$	22,976

Geographic Concentrations Based on Unpaid Principal Balances

The following table provides the geographic concentrations based on the unpaid principal balances at September 30, 2019 and December 31, 2018 for the residential mortgage loans, including loans transferred or pledged to securitization vehicles:

 

Geographic Concentrations of Residential Mortgage Loans
September 30, 2019		December 31, 2018
Property location	% of Balance	Property location	% of Balance
California	51.9%	California	53.7%
New York	10.4%	Florida	7.1%
Florida	5.7%	New York	6.6%
All other (none individually greater than 5%)	32.0%	All other (none individually greater than 5%)	32.6%
Total	100.0%		100.0%

The geographic concentrations of credit risk exceeding 5% of the total loan unpaid principal balances related to the Company’s VIEs, excluding the credit facility VIEs, OBX Trusts and CLO, at September 30, 2019 are as follows:

Securitized Loans at Fair Value Geographic Concentration of Credit Risk

Commercial Trusts					Residential Trusts
Property Location	Principal Balance		% of Balance		Property Location	Principal Balance		% of Balance
(dollars in thousands)
Texas	$	476,312	20.2	%	California	$	37,268	44.2	%
California	459,310		19.5	%	Texas	11,202		13.3	%
New York	353,800		15.0	%	Illinois	7,102		8.4	%
Florida	163,995		7.0	%	Washington	5,895		7.0	%
North Carolina	123,026		5.2	%	Other (1)	22,889		27.1	%
Other (1)	779,654		33.1	%
Total	$	2,356,097	100.0	%	Total	$	84,356	100.0	%

⁽¹⁾ 

No individual state greater than 5%.

Residential Mortgage Loans

The following table provides additional data on the Company’s residential mortgage loans, including loans transferred or pledged to securitization vehicles, at September 30, 2019 and December 31, 2018:

	September 30, 2019		December 31, 2018
	Portfolio Range	Portfolio Weighted Average	Portfolio Range	Portfolio Weighted Average
	(dollars in thousands)
Unpaid principal balance	$1 - $3,448	$463	$0 - $3,500	$457
Interest rate	2.00% - 9.25%	5.03%	2.00% - 7.75%	4.72%
Maturity	1/1/2028 - 9/1/2059	5/29/2047	1/1/2028 - 11/1/2058	1/11/2046
FICO score at loan origination	505 - 825	756	505 - 823	752
Loan-to-value ratio at loan origination	8% - 111%	67%	8% - 111%	68%

Commercial Real Estate Investments Held for Investment

At September 30, 2019 and December 31, 2018, commercial real estate investments held for investment were comprised of the following:

	September 30, 2019						December 31, 2018
	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	$	434,949	$	432,460	30.2	%	$	988,248	$	981,202	75.6	%
Senior securitized mortgages (3)	814,423		810,005		56.5	%	—		—		—	%
Mezzanine loans	192,065		178,969		13.3	%	319,663		315,601		24.4	%
Total	$	1,441,437	$	1,421,434	100.0	%	$	1,307,911	$	1,296,803	100.0	%

⁽¹⁾  Carrying value includes unamortized origination fees of $7.3 million and $7.6 million at September 30, 2019 and December 31, 2018, respectively.

⁽²⁾  Based on outstanding principal.

⁽³⁾  Assets of a consolidated VIE.

The following tables represent a rollforward of the activity for the Company’s commercial real estate investments held for investment at September 30, 2019 and December 31, 2018:

September 30, 2019
	Senior Mortgages			Senior Securitized Mortgages (1)			Mezzanine Loans			Total
	(dollars in thousands)
Net carrying value (January 1, 2019)	$	981,202		$	—		$	315,601		$	1,296,803
Originations & advances (principal)	376,651			964,473			21,032			1,362,156
Principal payments	(16,099		)	(150,050		)	(139,955		)	(306,104		)
Transfers	(913,849		)	—			(8,675		)	(922,524		)
Net (increase) decrease in origination fees	2,972			(6,999		)	(184		)	(4,211		)
Amortization of net origination fees	1,583			2,581			357			4,521
Allowance for loan losses	—			—			(9,207		)	(9,207		)
Net carrying value (September 30, 2019)	$	432,460		$	810,005		$	178,969		$	1,421,434

December 31, 2018
	Senior Mortgages			Mezzanine Loans			Preferred Equity			Total
	(dollars in thousands)
Net carrying value (January 1, 2018)	$	625,900		$	394,442		$	8,985		$	1,029,327
Originations & advances (principal)	575,953			52,224			—			628,177
Principal payments	(216,849		)	(127,575		)	(9,000		)	(353,424		)
Net (increase) decrease in origination fees	(6,624		)	(370		)	—			(6,994		)
Amortization of net origination fees	2,822			376			15			3,213
Allowance for loan losses	—			(3,496		)	—			(3,496		)
Net carrying value (December 31, 2018)	$	981,202		$	315,601		$	—		$	1,296,803
(1)    Assets of a consolidated VIE.

The Company’s residential mortgage loans are primarily comprised of performing adjustable-rate and fixed-rate whole loans. Additionally, the Company consolidates a collateralized financing entity that securitized prime adjustable-rate jumbo residential mortgage loans. The Company also consolidates securitization trusts in which it had purchased subordinated securities because it also has certain powers and rights to direct the activities of such trusts. Refer to the “Variable Interest Entities” Note for further information related to the Company’s consolidated residential mortgage loan trusts.

Schedule of Commercial Mortgage Loans Held for Investment

The following table provides the internal loan risk ratings of commercial real estate investments held for investment as of September 30, 2019 and December 31, 2018.

September 30, 2019
					Internal Ratings
Investment Type	Outstanding Principal		Percentage of CRE Debt and Preferred Equity Portfolio		Performing		Performing - Closely Monitored		Performing - Special Mention		Substandard (1)		Doubtful (2)		Loss (3)		Total
(dollars in thousands)
Senior mortgages	$	434,949	30.2	%	$	141,505	$	185,954	$	64,390	$	43,100	$	—	$	—	$	434,949
Senior securitized mortgages (4)	814,423		56.5	%	322,193		316,710		125,520		50,000		—		—		814,423
Mezzanine loans	192,065		13.3	%	61,063		70,299		—		17,100		36,603		7,000		192,065
Total	$	1,441,437	100.0	%	$	524,761	$	572,963	$	189,910	$	110,200	$	36,603	7,000		$	1,441,437

December 31, 2018
					Internal Ratings
Investment Type	Outstanding Principal		Percentage of CRE Debt and Preferred Equity Portfolio		Performing		Performing - Closely Monitored		Performing - Special Mention		Substandard (1)		Doubtful (2)		Loss		Total
(dollars in thousands)
Senior mortgages	$	988,248	75.6	%	$	653,066	$	215,792	$	55,000	$	64,390	$	—	$	—	$	988,248
Mezzanine loans	319,663		24.4	%	140,776		38,884		96,400		36,603		7,000		—		319,663
Total	$	1,307,911	100.0	%	$	793,842	$	254,676	$	151,400	$	100,993	$	7,000	$	—	$	1,307,911

⁽¹⁾  The Company rated three loans as of September 30, 2019 and two loans as of December 31, 2018 as Substandard. The Company evaluated whether an impairment exists and determined in each case that, based on quantitative and qualitative factors, the Company expects repayment of contractual amounts due.

⁽²⁾  The Company rated one loan as Doubtful and evaluated for impairment as of September 30, 2019. The Company rated one loan as Doubtful and evaluated for impairment as of December 31, 2018. The allowance for loan losses for Doubtful loans was $5.7 million and $3.5 million as of September 30, 2019 and December 31, 2018, respectively.

⁽³⁾ The Company transferred a loan from Doubtful to Loss during the three months ended September 30, 2019.

⁽⁴⁾  Assets of a consolidated VIE.

Schedule of Industry and Rate Attributes of The Portfolio

The industry and rate attributes of the portfolio at September 30, 2019 and December 31, 2018 are as follows:

	Industry Dispersion
	September 30, 2019						December 31, 2018
	Fixed Rate		Floating Rate		Total		Fixed Rate		Floating Rate		Total
	(dollars in thousands)
Aircraft and Parts	$	—	$	41,064	$	41,064	$	—	$	41,342	$	41,342
Arrangement of Transportation of Freight & Cargo	—		—		—		—		21,632		21,632
Coating, Engraving & Allied Services	—		49,767		49,767		—		57,223		57,223
Commercial Fishing	—		—		—		—		242,185		242,185
Computer Programming, Data Processing & Other Computer Related Services	—		347,287		347,287		—		—		—
Drugs	—		35,918		35,918		—		35,882		35,882
Electrical Work	—		42,372		42,372		—		41,760		41,760
Electronic Components & Accessories	—		24,000		24,000		—		24,059		24,059
Engineering, Architectural, and Surveying	—		77,284		77,284		—		80,748		80,748
Grocery Stores	—		23,292		23,292		—		23,431		23,431
Home Health Care Services	—		29,391		29,391		—		—		—
Insurance Agents, Brokers and Service	—		76,444		76,444		—		48,942		48,942
Mailing, Reproduction, Commercial Art and Photography, and Stenographic	—		14,770		14,770		—		14,843		14,843
Management & Public Relations Services	—		339,319		339,319		—		487,046		487,046
Medical & Dental Laboratories	—		41,467		41,467		—		26,858		26,858
Metal Cans & Shipping Containers	—		118,420		118,420		—		118,248		118,248
Miscellaneous Business Services	—		215,709		215,709		—		19,622		19,622
Miscellaneous Equipment Rental & Leasing	—		49,732		49,732		—		49,552		49,552
Miscellaneous Health & Allied Services, not elsewhere classified	—		77,551		77,551		—		56,003		56,003
Miscellaneous Plastic Products	—		10,000		10,000		—		9,953		9,953
Motor Vehicles and Motor Vehicle Equipment	—		—		—		—		16,563		16,563
Motor Vehicles and Motor Vehicle Parts & Supplies	—		28,877		28,877		—		29,046		29,046
Nonferrous Foundries (Castings)	—		12,918		12,918		—		12,948		12,948
Offices & Clinics of Doctors of Medicine	—		107,066		107,066		—		97,877		97,877
Offices & Clinics of other Health Practitioners	—		10,123		10,123		—		21,100		21,100
Petroleum and Petroleum Products	—		24,957		24,957		—		—		—
Public Warehousing & Storage	—		94,877		94,877		—		84,278		84,278
Research, Development & Testing Services	—		45,610		45,610		—		33,381		33,381
Schools & Educational Services, not elsewhere classified	—		19,635		19,635		—		19,805		19,805
Services Allied with the Exchange of Securities	—		—		—		—		14,877		14,877
Surgical, Medical & Dental Instruments & Supplies	—		96,702		96,702		—		96,607		96,607
Telephone Communications	—		61,231		61,231		—		61,371		61,371
Total	$	—	$	2,115,783	$	2,115,783	$	—	$	1,887,182	$	1,887,182

Aggregate positions by Respective Place in the Capital Structure of the Borrowers

The table below reflects the Company’s aggregate positions by their respective place in the capital structure of the borrowers at September 30, 2019 and December 31, 2018.

 

	September 30, 2019		December 31, 2018
	(dollars in thousands)
First lien loans	$	1,305,810	$	1,346,356
Second lien loans	809,973		540,826
Total	$	2,115,783	$	1,887,182

XML

DESCRIPTION OF BUSINESS (Tables)

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Schedule of Investment Groups

The Company’s four investment groups are primarily comprised of the following:

Investment Groups	Description
Annaly Agency Group	Invests in Agency mortgage-backed securities (“MBS”) collateralized by residential mortgages which are guaranteed by Fannie Mae, Freddie Mac or Ginnie Mae.
Annaly Residential Credit Group	Invests primarily in non-Agency residential mortgage assets within securitized products and residential mortgage loan markets.
Annaly Commercial Real Estate Group	Originates and invests in commercial mortgage loans, securities, and other commercial real estate debt and equity investments.
Annaly Middle Market Lending Group	Provides financing to private equity-backed middle market businesses across the capital structure.

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DERIVATIVE INSTRUMENTS (Tables)

9 Months Ended

Sep. 30, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summarizes Fair Value Information about Derivative Assets Liabilities

The table below summarizes fair value information about our derivative assets and liabilities at September 30, 2019 and December 31, 2018:

Derivatives Instruments	September 30, 2019		December 31, 2018
Assets	(dollars in thousands)
Interest rate swaps	$	2,556	$	48,114
Interest rate swaptions	39,251		7,216
TBA derivatives	15,706		141,688
Futures contracts	102,400		—
Purchase commitments	3,787		844
Credit derivatives (1)	5,055		2,641
	$	168,755	$	200,503
Liabilities
Interest rate swaps	$	861,067	$	420,365
TBA derivatives	28,373		—
Futures contracts	80,563		462,309
Purchase commitments	1,074		33
Credit derivatives (1)	1,338		7,043
	$	972,415	$	889,750

⁽¹⁾ 

The notional amount of the credit derivatives in which the Company purchased protection was $15.0 million and $30.0 million at September 30, 2019 and December 31, 2018, respectively. The maximum potential amount of future payments is the notional amount of credit derivatives in which the Company sold protection of $410.0 million and $451.0 million at September 30, 2019 and December 31, 2018, respectively, plus any coupon shortfalls on the underlying tranche. The credit derivative tranches referencing the basket of bonds had a range of ratings between AA and BBB-.

Summary of Certain Characteristics of Derivatives

The following table summarizes certain characteristics of the Company’s interest rate swaps at September 30, 2019 and December 31, 2018:

 

September 30, 2019
Maturity	Current Notional (1)(2)		Weighted Average Pay Rate (3)(4)		Weighted Average Receive Rate (3)		Weighted Average Years to Maturity (3)
(dollars in thousands)
0 - 3 years	$	41,234,400	1.62	%	2.11	%	1.42
3 - 6 years	12,815,950		1.91	%	2.19	%	4.58
6 - 10 years	16,071,500		2.23	%	2.29	%	9.24
Greater than 10 years	3,060,000		3.76	%	2.11	%	18.14
Total / Weighted average	$	73,181,850	1.88	%	2.16	%	4.32
December 31, 2018
Maturity	Current Notional (1)(2)		Weighted Average Pay Rate		Weighted Average Receive Rate		Weighted Average Years to Maturity
(dollars in thousands)
0 - 3 years	$	31,900,200	1.84	%	2.73	%	1.21
3 - 6 years	16,603,200		2.29	%	2.70	%	4.30
6 - 10 years	18,060,900		2.57	%	2.56	%	8.62
Greater than 10 years	3,901,400		3.63	%	2.59	%	17.33
Total / Weighted average	$	70,465,700	2.17	%	2.68	%	4.26

⁽¹⁾ As of September 30, 2019, 81% and 19% of the Company’s interest rate swaps were linked to LIBOR and the overnight index swap rate, respectively. As of December 31, 2018, all of the Company’s interest rate swaps were linked to LIBOR.

⁽²⁾ Notional amount includes $130.0 million forward starting pay fixed swaps at September 30, 2019. There were no forward starting swaps at December 31, 2018.

⁽³⁾ Excludes forward starting swaps.

⁽⁴⁾ Weighted average fixed rate on forward starting pay fixed swaps was 1.59% at September 30, 2019.

The following table presents swaptions outstanding at September 30, 2019 and December 31, 2018.

September 30, 2019
	Current Underlying Notional	Weighted Average Underlying Fixed Rate	Weighted Average Underlying Floating Rate	Weighted Average Underlying Years to Maturity	Weighted Average Months to Expiration
(dollars in thousands)
Long Pay	$5,175,000	2.57%	3M LIBOR	9.55	7.23
Long Receive	$2,000,000	1.49%	3M LIBOR	10.55	6.47
December 31, 2018
	Current Underlying Notional	Weighted Average Underlying Fixed Rate	Weighted Average Underlying Floating Rate	Weighted Average Underlying Years to Maturity	Weighted Average Months to Expiration
(dollars in thousands)
Long Pay	$4,075,000	3.30%	3M LIBOR	10.08	3.06

The following table summarizes certain characteristics of the Company’s TBA derivatives at September 30, 2019 and December 31, 2018:

September 30, 2019
Purchase and sale contracts for derivative TBAs	Notional		Implied Cost Basis		Implied Market Value		Net Carrying Value
(dollars in thousands)
Purchase contracts	$	10,823,000	$	10,999,389	$	10,986,722	(12,667	)
December 31, 2018
Purchase and sale contracts for derivative TBAs	Notional		Implied Cost Basis		Implied Market Value		Net Carrying Value
(dollars in thousands)
Purchase contracts	$	13,803,000	$	13,823,109	$	13,964,797	141,688

 The following table summarizes certain characteristics of the Company’s futures derivatives at September 30, 2019 and December 31, 2018:

 

September 30, 2019
	Notional - Long Positions		Notional - Short Positions			Weighted Average Years to Maturity
	(dollars in thousands)
U.S. Treasury futures - 5 year	—		(5,314,900		)	4.42
U.S. Treasury futures - 10 year and greater	2,600,000		(5,151,400		)	10.03
Total	$	2,600,000	$	(10,466,300	)	7.75
December 31, 2018
	Notional - Long Positions		Notional - Short Positions			Weighted Average Years to Maturity
	(dollars in thousands)
U.S. Treasury futures - 2 year	$	—	$	(1,166,000	)	1.97
U.S. Treasury futures - 5 year	—		(6,359,400		)	4.39
U.S. Treasury futures - 10 year and greater	—		(11,152,600		)	7.10
Total	$	—	$	(18,678,000	)	5.86

Offsetting of Derivative Assets and Liabilities

The following tables present information about derivative assets and liabilities that are subject to such provisions and can potentially be offset on our Consolidated Statements of Financial Condition at September 30, 2019 and December 31, 2018, respectively.

September 30, 2019
			Amounts Eligible for Offset
	Gross Amounts		Financial Instruments			Cash Collateral			Net Amounts
Assets	(dollars in thousands)
Interest rate swaps, at fair value	$	2,556	$	(2,291	)	$	—		$	265
Interest rate swaptions, at fair value	39,251		—			—			39,251
TBA derivatives, at fair value	15,706		(7,208		)	—			8,498
Futures contracts, at fair value	102,400		(37,973		)	—			64,427
Purchase commitments	3,787		—			—			3,787
Credit derivatives	5,055		(1,026		)	—			4,029
Liabilities
Interest rate swaps, at fair value	$	861,067	$	(2,291	)	$	(121,915	)	$	736,861
TBA derivatives, at fair value	28,373		(7,208		)	—			21,165
Futures contracts, at fair value	80,563		(37,973		)	(42,590		)	—
Purchase commitments	1,074		—			—			1,074
Credit derivatives	1,338		(1,026		)	(312		)	—
December 31, 2018
			Amounts Eligible for Offset
	Gross Amounts		Financial Instruments			Cash Collateral			Net Amounts
Assets	(dollars in thousands)
Interest rate swaps, at fair value	$	48,114	$	(29,308	)	$	—		$	18,806
Interest rate swaptions, at fair value	7,216		—			—			7,216
TBA derivatives, at fair value	141,688		—			—			141,688
Purchase commitments	844		—			—			844
Credit derivatives	2,641		(2,641		)	—			—
Liabilities
Interest rate swaps, at fair value	$	420,365	$	(29,308	)	$	(11,856	)	$	379,201
Futures contracts, at fair value	462,309		—			(462,309		)	—
Purchase commitments	33		—			—			33
Credit derivatives	7,043		(2,641		)	(4,402		)	—

Schedule of Derivative Instruments in Statement of Operations and Comprehensive Income Loss

The effect of interest rate swaps on the Consolidated Statements of Comprehensive Income (Loss) is as follows:

 

Location on Consolidated Statements of Comprehensive Income (Loss)
	Net Interest Component of Interest Rate Swaps		Realized Gains (Losses) on Termination of Interest Rate Swaps			Unrealized Gains (Losses) on Interest Rate Swaps
For the three months ended	(dollars in thousands)
September 30, 2019	$	88,466	$	(682,602	)	$	(326,309	)
September 30, 2018	$	51,349	$	575		$	417,203
For the nine months ended
September 30, 2019	$	306,154	$	(1,438,349	)	$	(1,992,884	)
September 30, 2018	$	34,664	$	1,409		$	1,737,963

Effect of Other Derivative Contracts on the Consolidated Statements of Operations and Comprehensive Income (Loss)

The effect of other derivative contracts on the Company’s Consolidated Statements of Comprehensive Income (Loss) is as follows:

Three Months Ended September 30, 2019
Derivative Instruments	Realized Gain (Loss)			Unrealized Gain (Loss)			Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Other Derivatives
(dollars in thousands)
Net TBA derivatives	$	93,919		$	(46,124	)	$	47,795
Net interest rate swaptions	(2,778		)	(4,571		)	(7,349		)
Futures	(424,268		)	364,613			(59,655		)
Purchase commitments	—			(348		)	(348		)
Credit derivatives	1,784			885			2,669
Total							$	(16,888	)

 

Three Months Ended September 30, 2018
Derivative Instruments	Realized Gain (Loss)			Unrealized Gain (Loss)			Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Other Derivatives
(dollars in thousands)
Net TBA derivatives	$	8,569		$	(85,741	)	$	(77,172	)
Net interest rate swaptions	(28,754		)	(17,663		)	(46,417		)
Futures	(114,317		)	327,787			213,470
Purchase commitments	—			(841		)	(841		)
Credit derivatives	3,096			1,676			4,772
Total							$	93,812

Nine Months Ended September 30, 2019
Derivative Instruments	Realized Gain (Loss)			Unrealized Gain (Loss)			Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Other Derivatives
(dollars in thousands)
Net TBA derivatives	$	481,865		$	(154,355	)	$	327,510
Net interest rate swaptions	(44,088		)	7,935			(36,153		)
Futures	(1,430,450		)	484,146			(946,304		)
Purchase commitments	—			1,903			1,903
Credit derivatives	5,285			9,301			14,586
Total							$	(638,458	)

Nine Months Ended September 30, 2018
Derivative Instruments	Realized Gain (Loss)			Unrealized Gain (Loss)			Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Other Derivatives
(dollars in thousands)
Net TBA derivatives	$	(299,560	)	$	(56,701	)	$	(356,261	)
Net interest rate swaptions	(85,854		)	53,557			(32,297		)
Futures	443,314			14,959			458,273
Purchase commitments	—			(416		)	(416		)
Credit derivatives	7,498			4,060			11,558
Total							$	80,857

XML

LOANS

9 Months Ended

Sep. 30, 2019

SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Abstract]

LOANS

6. LOANS

The Company invests in residential, commercial and corporate loans. Loans are classified as either held for investment or held for sale. Loans are also eligible to be accounted for under the fair value option. Excluding loans transferred or pledged to securitization vehicles, as of September 30, 2019, the Company reported $1.2 billion of loans for which the fair value option was elected. If loans are held for investment and the fair value option has not been elected, they are accounted for at amortized cost less impairment. If the Company intends to sell or securitize the loans and the securitization vehicle is not expected to be consolidated, the loans are classified as held for sale. If loans are held for sale and the fair value option was not elected, they are accounted for at the lower of cost or fair value. Any origination fees and costs or purchase premiums or discounts are deferred and recognized upon sale. The Company determines the fair value of loans held for sale on an individual loan basis.

Nonaccrual Status – If collection of a loan’s principal or interest is in doubt or the loan is 90 days or more past due, interest income is not accrued. For nonaccrual status loans carried at fair value or held for sale, interest is not accrued, but is recognized on a cash basis. For nonaccrual status loans carried at amortized cost, if collection of principal is not in doubt, but collection of interest is in doubt, interest income is recognized on a cash basis. If collection of principal is in doubt, any interest received is applied against principal until collectability of the remaining balance is no longer in doubt; at that point, any interest income is recognized on a cash basis. Generally, a loan is returned to accrual status when the borrower has resumed paying the full amount of the scheduled contractual obligation, if all principal and interest amounts contractually due are reasonably assured of repayment within a reasonable period of time and there is a sustained period of repayment performance by the borrower.

Allowance for Losses – The Company evaluates the need for a loss reserve on its loans. A provision for loan losses may be established when it is probable the Company will not collect amounts contractually due or all amounts previously estimated to be collectible. Management assesses the credit quality of the portfolio and adequacy of loan loss reserves on a quarterly basis, or more frequently as necessary. Significant judgment is required in this analysis. Depending on the expected recovery of its investment, the Company considers the estimated net recoverable value of the loans as well as other factors, including but not limited to the fair value of any collateral, the amount and the status of any senior debt, the prospects for the borrower and the competitive landscape where the borrower conducts business. To determine if loan loss allowances are required on investments in corporate debt, the Company reviews the monthly and/or quarterly financial statements of the borrowers, verifies loan compliance packages, if applicable, and analyzes current results relative to budgets and sensitivities performed at inception of the investment.  Because these determinations are based upon projections of future economic events, which are inherently subjective, the amounts ultimately realized may differ materially from the carrying value as of the reporting date.

The Company may be exposed to various levels of credit risk depending on the nature of its investments and credit enhancements, if any, supporting its assets. The Company’s core investment process includes procedures related to the initial approval and periodic monitoring of credit risk and other risks associated with each investment.  The Company’s investment underwriting procedures include evaluation of the underlying borrowers’ ability to manage and operate their respective properties or companies.  Management reviews loan-to-value metrics at origination or acquisition of a new investment and if events occur that trigger re-evaluation by management.

Management generally reviews the most recent financial information produced by the borrower, which may include, but is not limited to, net operating income (“NOI”), debt service coverage ratios, property debt yields (net cash flow or NOI divided by the amount of outstanding indebtedness), loan per unit and rent rolls relating to each of the Company’s commercial real estate loans and preferred equity interests (“CRE Debt and Preferred Equity Investments”), and may consider other factors management deems important. Management also reviews market pricing to determine each borrower’s ability to refinance their respective assets at the maturity of each loan, economic trends (both macro and those affecting the property specifically), and the supply and demand of competing projects in the sub-market in which each subject property is located.  Management monitors the financial condition and operating results of its borrowers and continually assesses the future outlook of the borrower’s financial performance in light of industry developments, management changes and company-specific considerations.

The Company’s internal loan risk ratings are based on the guidance provided by the Office of the Comptroller of the Currency for commercial real estate lending. The Company’s internal risk rating categories include “Performing”, “Performing - Closely Monitored”, “Performing - Special Mention”, “Substandard”, “Doubtful” or “Loss”. Performing loans meet all present contractual obligations. Performing - Closely Monitored loans meet all present contractual obligations, but are transitional or could be exhibiting some weakness in both leverage and liquidity. Performing - Special Mention loans meet all present contractual obligations, but exhibit potential weakness that deserves management’s close attention and if uncorrected, may result in deterioration of repayment prospects. Substandard loans are inadequately protected by sound worth and paying capacity of the obligor or of the collateral pledged with a distinct possibility that loss will be sustained if some of the deficiencies are not corrected. Doubtful loans are Substandard loans whereby collection of all contractual principal and interest is highly questionable or improbable. Loss loans are considered uncollectible.

For the three and nine months ended September 30, 2019, the Company recorded a loan loss provision of $3.5 million and $9.2 million, respectively.

As of September 30, 2019 and December 31, 2018, the Company’s loan loss provision was $12.7 million and $3.5 million, respectively. There was no provision for loan loss recorded as of and for the nine months ended September 30, 2018.

The following table presents the activity of the Company’s loan investments, including loans held for sale and excluding loans transferred or pledged to securitization vehicles, for the nine months ended September 30, 2019:

	Residential			Commercial			Corporate			Total
	(dollars in thousands)
Beginning balance January 1, 2019	$	1,359,806		$	1,338,987		$	1,887,182		$	4,585,975
Purchases	1,894,303			395,058			631,065			2,920,426
Sales and transfers (1)	(1,878,218		)	(958,912		)	(268,403		)	(3,105,533		)
Principal payments	(156,579		)	(156,437		)	(143,284		)	(456,300		)
Gains / (losses)	1,671			(9,207		)	5,260			(2,276		)
(Amortization) / accretion	(1,581		)	1,940			3,963			4,322
Ending balance September 30, 2019	$	1,219,402		$	611,429		$	2,115,783		$	3,946,614
(1)     Includes securitizations, syndications and transfers to securitization vehicles.

The carrying value of the Company’s residential loans held for sale was $76.3 million and $97.5 million at September 30, 2019 and December 31, 2018, respectively. The carrying value of the Company’s commercial loans held for sale was $0 and $42.2 million at September 30, 2019 and December 31, 2018, respectively.

Residential

The Company’s residential mortgage loans are primarily comprised of performing adjustable-rate and fixed-rate whole loans. Additionally, the Company consolidates a collateralized financing entity that securitized prime adjustable-rate jumbo residential mortgage loans. The Company also consolidates securitization trusts in which it had purchased subordinated securities because it also has certain powers and rights to direct the activities of such trusts. Refer to the “Variable Interest Entities” Note for further information related to the Company’s consolidated residential mortgage loan trusts.

The following table presents the fair value and the unpaid principal balances of the residential mortgage loan portfolio, including loans transferred or pledged to securitization vehicles, at September 30, 2019 and December 31, 2018:

	September 30, 2019		December 31, 2018
	(dollars in thousands)
Fair value	$	3,596,133	$	2,454,637
Unpaid principal balance	$	3,475,799	$	2,425,657

The following table provides information regarding the line items and amounts recognized in the Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2019 and 2018 for these investments:

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
	(dollars in thousands)
Interest income	$	37,673		$	16,423		$	102,689		$	45,702
Net gains (losses) on disposal of investments	(9,671		)	(2,975		)	(19,499		)	(7,924		)
Net unrealized gains (losses) on instruments measured at fair value through earnings	18,093			(3,633		)	61,805			(14,802		)
Total included in net income (loss)	$	46,095		$	9,815		$	144,995		$	22,976

The following table provides the geographic concentrations based on the unpaid principal balances at September 30, 2019 and December 31, 2018 for the residential mortgage loans, including loans transferred or pledged to securitization vehicles:

 

Geographic Concentrations of Residential Mortgage Loans
September 30, 2019		December 31, 2018
Property location	% of Balance	Property location	% of Balance
California	51.9%	California	53.7%
New York	10.4%	Florida	7.1%
Florida	5.7%	New York	6.6%
All other (none individually greater than 5%)	32.0%	All other (none individually greater than 5%)	32.6%
Total	100.0%		100.0%

The following table provides additional data on the Company’s residential mortgage loans, including loans transferred or pledged to securitization vehicles, at September 30, 2019 and December 31, 2018:

	September 30, 2019		December 31, 2018
	Portfolio Range	Portfolio Weighted Average	Portfolio Range	Portfolio Weighted Average
	(dollars in thousands)
Unpaid principal balance	$1 - $3,448	$463	$0 - $3,500	$457
Interest rate	2.00% - 9.25%	5.03%	2.00% - 7.75%	4.72%
Maturity	1/1/2028 - 9/1/2059	5/29/2047	1/1/2028 - 11/1/2058	1/11/2046
FICO score at loan origination	505 - 825	756	505 - 823	752
Loan-to-value ratio at loan origination	8% - 111%	67%	8% - 111%	68%

At September 30, 2019 and December 31, 2018, approximately 38% and 47%, respectively, of the carrying value of the Company’s residential mortgage loans, including loans transferred or pledged to securitization vehicles, were adjustable-rate.

Commercial

The Company’s commercial real estate loans are comprised of adjustable-rate and fixed-rate loans. The difference between the principal amount of a loan and proceeds at acquisition is recorded as either a discount or premium. Commercial real estate loans that are designated as held for investment and are originated or purchased by the Company are carried at their outstanding principal balance, net of unamortized origination fees and costs, premiums or discounts, less an allowance for losses, if necessary. Origination fees and costs, premiums or discounts are amortized into interest income over the life of the loan.

Preferred equity interests are designated as held for investment and are carried at their outstanding principal balance, net of unamortized origination fees and costs, premiums or discounts, less a reserve for estimated losses, if necessary. 

At September 30, 2019 and December 31, 2018, approximately 91% and 88%, respectively, of the carrying value of the Company’s CRE Debt and Preferred Equity Investments, including loans transferred or pledged to securitization vehicles and excluding commercial loans held for sale, were adjustable-rate.

At September 30, 2019 and December 31, 2018, commercial real estate investments held for investment were comprised of the following:

	September 30, 2019						December 31, 2018
	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	$	434,949	$	432,460	30.2	%	$	988,248	$	981,202	75.6	%
Senior securitized mortgages (3)	814,423		810,005		56.5	%	—		—		—	%
Mezzanine loans	192,065		178,969		13.3	%	319,663		315,601		24.4	%
Total	$	1,441,437	$	1,421,434	100.0	%	$	1,307,911	$	1,296,803	100.0	%

⁽¹⁾  Carrying value includes unamortized origination fees of $7.3 million and $7.6 million at September 30, 2019 and December 31, 2018, respectively.

⁽²⁾  Based on outstanding principal.

⁽³⁾  Assets of a consolidated VIE.

The following tables represent a rollforward of the activity for the Company’s commercial real estate investments held for investment at September 30, 2019 and December 31, 2018:

September 30, 2019
	Senior Mortgages			Senior Securitized Mortgages (1)			Mezzanine Loans			Total
	(dollars in thousands)
Net carrying value (January 1, 2019)	$	981,202		$	—		$	315,601		$	1,296,803
Originations & advances (principal)	376,651			964,473			21,032			1,362,156
Principal payments	(16,099		)	(150,050		)	(139,955		)	(306,104		)
Transfers	(913,849		)	—			(8,675		)	(922,524		)
Net (increase) decrease in origination fees	2,972			(6,999		)	(184		)	(4,211		)
Amortization of net origination fees	1,583			2,581			357			4,521
Allowance for loan losses	—			—			(9,207		)	(9,207		)
Net carrying value (September 30, 2019)	$	432,460		$	810,005		$	178,969		$	1,421,434

December 31, 2018
	Senior Mortgages			Mezzanine Loans			Preferred Equity			Total
	(dollars in thousands)
Net carrying value (January 1, 2018)	$	625,900		$	394,442		$	8,985		$	1,029,327
Originations & advances (principal)	575,953			52,224			—			628,177
Principal payments	(216,849		)	(127,575		)	(9,000		)	(353,424		)
Net (increase) decrease in origination fees	(6,624		)	(370		)	—			(6,994		)
Amortization of net origination fees	2,822			376			15			3,213
Allowance for loan losses	—			(3,496		)	—			(3,496		)
Net carrying value (December 31, 2018)	$	981,202		$	315,601		$	—		$	1,296,803
(1)    Assets of a consolidated VIE.

The following table provides the internal loan risk ratings of commercial real estate investments held for investment as of September 30, 2019 and December 31, 2018.

September 30, 2019
					Internal Ratings
Investment Type	Outstanding Principal		Percentage of CRE Debt and Preferred Equity Portfolio		Performing		Performing - Closely Monitored		Performing - Special Mention		Substandard (1)		Doubtful (2)		Loss (3)		Total
(dollars in thousands)
Senior mortgages	$	434,949	30.2	%	$	141,505	$	185,954	$	64,390	$	43,100	$	—	$	—	$	434,949
Senior securitized mortgages (4)	814,423		56.5	%	322,193		316,710		125,520		50,000		—		—		814,423
Mezzanine loans	192,065		13.3	%	61,063		70,299		—		17,100		36,603		7,000		192,065
Total	$	1,441,437	100.0	%	$	524,761	$	572,963	$	189,910	$	110,200	$	36,603	7,000		$	1,441,437

December 31, 2018
					Internal Ratings
Investment Type	Outstanding Principal		Percentage of CRE Debt and Preferred Equity Portfolio		Performing		Performing - Closely Monitored		Performing - Special Mention		Substandard (1)		Doubtful (2)		Loss		Total
(dollars in thousands)
Senior mortgages	$	988,248	75.6	%	$	653,066	$	215,792	$	55,000	$	64,390	$	—	$	—	$	988,248
Mezzanine loans	319,663		24.4	%	140,776		38,884		96,400		36,603		7,000		—		319,663
Total	$	1,307,911	100.0	%	$	793,842	$	254,676	$	151,400	$	100,993	$	7,000	$	—	$	1,307,911

⁽¹⁾  The Company rated three loans as of September 30, 2019 and two loans as of December 31, 2018 as Substandard. The Company evaluated whether an impairment exists and determined in each case that, based on quantitative and qualitative factors, the Company expects repayment of contractual amounts due.

⁽²⁾  The Company rated one loan as Doubtful and evaluated for impairment as of September 30, 2019. The Company rated one loan as Doubtful and evaluated for impairment as of December 31, 2018. The allowance for loan losses for Doubtful loans was $5.7 million and $3.5 million as of September 30, 2019 and December 31, 2018, respectively.

⁽³⁾ The Company transferred a loan from Doubtful to Loss during the three months ended September 30, 2019.

⁽⁴⁾  Assets of a consolidated VIE.

Corporate Debt  

The Company’s investments in corporate loans typically take the form of senior secured loans primarily in first or second lien positions. The Company’s senior secured loans generally have stated maturities of five to seven years. In connection with these senior secured loans the Company receives a security interest in certain assets of the borrower and such assets support repayment of such loans. Senior secured loans are generally exposed to less credit risk than more junior loans given their seniority to scheduled principal and interest and priority of security in the assets of the borrower. Interest income from coupon payments is accrued based upon the outstanding principal amounts of the debt and its contractual terms. Premiums and discounts are amortized or accreted into interest income using the effective interest method.

The Company invests in corporate loans through its Annaly Middle Market Lending Group. The industry and rate attributes of the portfolio at September 30, 2019 and December 31, 2018 are as follows:

	Industry Dispersion
	September 30, 2019						December 31, 2018
	Fixed Rate		Floating Rate		Total		Fixed Rate		Floating Rate		Total
	(dollars in thousands)
Aircraft and Parts	$	—	$	41,064	$	41,064	$	—	$	41,342	$	41,342
Arrangement of Transportation of Freight & Cargo	—		—		—		—		21,632		21,632
Coating, Engraving & Allied Services	—		49,767		49,767		—		57,223		57,223
Commercial Fishing	—		—		—		—		242,185		242,185
Computer Programming, Data Processing & Other Computer Related Services	—		347,287		347,287		—		—		—
Drugs	—		35,918		35,918		—		35,882		35,882
Electrical Work	—		42,372		42,372		—		41,760		41,760
Electronic Components & Accessories	—		24,000		24,000		—		24,059		24,059
Engineering, Architectural, and Surveying	—		77,284		77,284		—		80,748		80,748
Grocery Stores	—		23,292		23,292		—		23,431		23,431
Home Health Care Services	—		29,391		29,391		—		—		—
Insurance Agents, Brokers and Service	—		76,444		76,444		—		48,942		48,942
Mailing, Reproduction, Commercial Art and Photography, and Stenographic	—		14,770		14,770		—		14,843		14,843
Management & Public Relations Services	—		339,319		339,319		—		487,046		487,046
Medical & Dental Laboratories	—		41,467		41,467		—		26,858		26,858
Metal Cans & Shipping Containers	—		118,420		118,420		—		118,248		118,248
Miscellaneous Business Services	—		215,709		215,709		—		19,622		19,622
Miscellaneous Equipment Rental & Leasing	—		49,732		49,732		—		49,552		49,552
Miscellaneous Health & Allied Services, not elsewhere classified	—		77,551		77,551		—		56,003		56,003
Miscellaneous Plastic Products	—		10,000		10,000		—		9,953		9,953
Motor Vehicles and Motor Vehicle Equipment	—		—		—		—		16,563		16,563
Motor Vehicles and Motor Vehicle Parts & Supplies	—		28,877		28,877		—		29,046		29,046
Nonferrous Foundries (Castings)	—		12,918		12,918		—		12,948		12,948
Offices & Clinics of Doctors of Medicine	—		107,066		107,066		—		97,877		97,877
Offices & Clinics of other Health Practitioners	—		10,123		10,123		—		21,100		21,100
Petroleum and Petroleum Products	—		24,957		24,957		—		—		—
Public Warehousing & Storage	—		94,877		94,877		—		84,278		84,278
Research, Development & Testing Services	—		45,610		45,610		—		33,381		33,381
Schools & Educational Services, not elsewhere classified	—		19,635		19,635		—		19,805		19,805
Services Allied with the Exchange of Securities	—		—		—		—		14,877		14,877
Surgical, Medical & Dental Instruments & Supplies	—		96,702		96,702		—		96,607		96,607
Telephone Communications	—		61,231		61,231		—		61,371		61,371
Total	$	—	$	2,115,783	$	2,115,783	$	—	$	1,887,182	$	1,887,182

The table below reflects the Company’s aggregate positions by their respective place in the capital structure of the borrowers at September 30, 2019 and December 31, 2018.

 

	September 30, 2019		December 31, 2018
	(dollars in thousands)
First lien loans	$	1,305,810	$	1,346,356
Second lien loans	809,973		540,826
Total	$	2,115,783	$	1,887,182

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DERIVATIVE INSTRUMENTS

9 Months Ended

Sep. 30, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE INSTRUMENTS

10. DERIVATIVE INSTRUMENTS

Derivative instruments include, but are not limited to, interest rate swaps, options to enter into interest rate swaps (“swaptions”), TBA derivatives, options on TBA securities (“MBS options”), U.S. Treasury and Eurodollar futures contracts and certain forward purchase commitments.  The Company may also enter into other types of mortgage derivatives such as interest-only securities, credit derivatives referencing the commercial mortgage-backed securities index and synthetic total return swaps. 

In connection with the Company’s investment/market rate risk management strategy, the Company economically hedges a portion of its interest rate risk by entering into derivative financial instrument contracts, which include interest rate swaps, swaptions and futures contracts. The Company may also enter into TBA derivatives, MBS options and U.S. Treasury or Eurodollar futures contracts, certain forward purchase commitments and credit derivatives to economically hedge its exposure to market risks. The purpose of using derivatives is to manage overall portfolio risk with the potential to generate additional income for distribution to stockholders. These derivatives are subject to changes in market values resulting from changes in interest rates, volatility, Agency mortgage-backed security spreads to U.S. Treasuries and market liquidity. The use of derivatives also creates exposure to credit risk relating to potential losses that could be recognized if the counterparties to these instruments fail to perform their obligations under the stated contract. Additionally, the Company may have to pledge cash or assets as collateral for the derivative transactions, the amount of which may vary based on the market value and terms of the derivative contract. In the case of market agreed coupon (“MAC”) interest rate swaps, the Company may make or receive a payment at the time of entering into such interest rate swaps, which represents fair value of these swaps, to compensate for the out of market nature of such interest rate swaps. Subsequent changes in fair value from inception of these interest rate swaps are reflected within Unrealized gains (losses) on interest rate swaps in the Consolidated Statements of Comprehensive Income (Loss). Similar to other interest rate swaps, the Company may have to pledge cash or assets as collateral for the MAC interest rate swap transactions. In the event of a default by the counterparty, the Company could have difficulty obtaining its pledged collateral as well as receiving payments in accordance with the terms of the derivative contracts.

Derivatives are accounted for in accordance with FASB ASC 815, Derivatives and Hedging, which requires recognition of all derivatives as either assets or liabilities at fair value in the Consolidated Statements of Financial Condition with changes in fair value recognized in the Consolidated Statements of Comprehensive Income (Loss). The changes in the estimated fair value are presented within Net gains (losses) on other derivatives with the exception of interest rate swaps which are separately presented. None of the Company’s derivative transactions have been designated as hedging instruments for accounting purposes. 

The Company also maintains collateral in the form of cash on margin with counterparties to its interest rate swaps and other derivatives. In accordance with a clearing organization’s rulebook, the Company presents the fair value of centrally cleared interest rate swaps net of variation margin pledged under such transactions. At September 30, 2019, $1.1 billion of variation margin was reported as an adjustment to interest rate swaps, at fair value.

Interest Rate Swap Agreements – Interest rate swap agreements are the primary instruments used to mitigate interest rate risk.  In particular, the Company uses interest rate swap agreements to manage its exposure to changing interest rates on its repurchase agreements by economically hedging cash flows associated with these borrowings. The Company may enter into interest rate swap agreements where the floating leg is linked to the London Interbank Offered Rate (“LIBOR”), the overnight index swap rate or another index. Interest rate swap agreements may or may not be cleared through a derivatives clearing organization (“DCO”). Uncleared interest rate swaps are fair valued using internal pricing models and compared to the counterparty market values. Centrally cleared interest rate swaps, including MAC interest rate swaps, are generally fair valued using the DCO’s market values. If an interest rate swap is terminated, the realized gain (loss) on the interest rate swap would be equal to the difference between the cash received or paid and fair value.

Swaptions – Swaptions are purchased or sold to mitigate the potential impact of increases or decreases in interest rates.  Interest rate swaptions provide the option to enter into an interest rate swap agreement for a predetermined notional amount, stated term and pay and receive interest rates in the future.  The Company’s swaptions are not centrally cleared.  The premium paid or received for swaptions is reported as an asset or liability in the Consolidated Statements of Financial Condition. If a swaption expires unexercised, the realized gain (loss) on the swaption would be equal to the premium received or paid. If the Company sells or exercises a swaption, the realized gain or loss on the swaption would be equal to the difference between the cash received or the fair value of the underlying interest rate swap received and the premium paid.

The fair value of swaptions is estimated using internal pricing models and compared to the counterparty market value.

TBA Dollar Rolls – TBA dollar roll transactions are accounted for as a series of derivative transactions. The fair value of TBA derivatives is based on methods similar to those used to value Agency mortgage-backed securities.

MBS Options – MBS options are generally options on TBA contracts, which help manage mortgage market risks and volatility while providing the potential to enhance returns.  MBS options are over-the-counter traded instruments and those written on current-coupon mortgage-backed securities are typically the most liquid.  MBS options are measured at fair value using internal pricing models and compared to the counterparty market value at the valuation date.

Futures Contracts – Futures contracts are derivatives that track the prices of specific assets or benchmark rates. Short sales of futures contracts help to mitigate the potential impact of changes in interest rates on the portfolio performance. The Company maintains margin accounts which are settled daily with Futures Commission Merchants (“FCMs”). The margin requirement varies based on the market value of the open positions and the equity retained in the account. Futures contracts are fair valued based on exchange pricing.

Forward Purchase Commitments – The Company may enter into forward purchase commitments with counterparties whereby the Company commits to purchasing residential mortgage loans at a particular price, provided the residential mortgage loans close with the counterparties. The counterparties are required to deliver the committed loans on a “best efforts” basis.

Credit Derivatives – The Company may enter into credit derivatives referencing the commercial mortgage-backed securities index, such as the CMBX index, and synthetic total return swaps.

The table below summarizes fair value information about our derivative assets and liabilities at September 30, 2019 and December 31, 2018:

Derivatives Instruments	September 30, 2019		December 31, 2018
Assets	(dollars in thousands)
Interest rate swaps	$	2,556	$	48,114
Interest rate swaptions	39,251		7,216
TBA derivatives	15,706		141,688
Futures contracts	102,400		—
Purchase commitments	3,787		844
Credit derivatives (1)	5,055		2,641
	$	168,755	$	200,503
Liabilities
Interest rate swaps	$	861,067	$	420,365
TBA derivatives	28,373		—
Futures contracts	80,563		462,309
Purchase commitments	1,074		33
Credit derivatives (1)	1,338		7,043
	$	972,415	$	889,750

⁽¹⁾  The notional amount of the credit derivatives in which the Company purchased protection was $15.0 million and $30.0 million at September 30, 2019 and December 31, 2018, respectively. The maximum potential amount of future payments is the notional amount of credit derivatives in which the Company sold protection of $410.0 million and $451.0 million at September 30, 2019 and December 31, 2018, respectively, plus any coupon shortfalls on the underlying tranche. The credit derivative tranches referencing the basket of bonds had a range of ratings between AA and BBB-.

The following table summarizes certain characteristics of the Company’s interest rate swaps at September 30, 2019 and December 31, 2018:

 

September 30, 2019
Maturity	Current Notional (1)(2)		Weighted Average Pay Rate (3)(4)		Weighted Average Receive Rate (3)		Weighted Average Years to Maturity (3)
(dollars in thousands)
0 - 3 years	$	41,234,400	1.62	%	2.11	%	1.42
3 - 6 years	12,815,950		1.91	%	2.19	%	4.58
6 - 10 years	16,071,500		2.23	%	2.29	%	9.24
Greater than 10 years	3,060,000		3.76	%	2.11	%	18.14
Total / Weighted average	$	73,181,850	1.88	%	2.16	%	4.32
December 31, 2018
Maturity	Current Notional (1)(2)		Weighted Average Pay Rate		Weighted Average Receive Rate		Weighted Average Years to Maturity
(dollars in thousands)
0 - 3 years	$	31,900,200	1.84	%	2.73	%	1.21
3 - 6 years	16,603,200		2.29	%	2.70	%	4.30
6 - 10 years	18,060,900		2.57	%	2.56	%	8.62
Greater than 10 years	3,901,400		3.63	%	2.59	%	17.33
Total / Weighted average	$	70,465,700	2.17	%	2.68	%	4.26

⁽¹⁾ As of September 30, 2019, 81% and 19% of the Company’s interest rate swaps were linked to LIBOR and the overnight index swap rate, respectively. As of December 31, 2018, all of the Company’s interest rate swaps were linked to LIBOR.

⁽²⁾ Notional amount includes $130.0 million forward starting pay fixed swaps at September 30, 2019. There were no forward starting swaps at December 31, 2018.

⁽³⁾ Excludes forward starting swaps.

⁽⁴⁾ Weighted average fixed rate on forward starting pay fixed swaps was 1.59% at September 30, 2019.

The following table presents swaptions outstanding at September 30, 2019 and December 31, 2018.

September 30, 2019
	Current Underlying Notional	Weighted Average Underlying Fixed Rate	Weighted Average Underlying Floating Rate	Weighted Average Underlying Years to Maturity	Weighted Average Months to Expiration
(dollars in thousands)
Long Pay	$5,175,000	2.57%	3M LIBOR	9.55	7.23
Long Receive	$2,000,000	1.49%	3M LIBOR	10.55	6.47
December 31, 2018
	Current Underlying Notional	Weighted Average Underlying Fixed Rate	Weighted Average Underlying Floating Rate	Weighted Average Underlying Years to Maturity	Weighted Average Months to Expiration
(dollars in thousands)
Long Pay	$4,075,000	3.30%	3M LIBOR	10.08	3.06

The following table summarizes certain characteristics of the Company’s TBA derivatives at September 30, 2019 and December 31, 2018:

September 30, 2019
Purchase and sale contracts for derivative TBAs	Notional		Implied Cost Basis		Implied Market Value		Net Carrying Value
(dollars in thousands)
Purchase contracts	$	10,823,000	$	10,999,389	$	10,986,722	(12,667	)
December 31, 2018
Purchase and sale contracts for derivative TBAs	Notional		Implied Cost Basis		Implied Market Value		Net Carrying Value
(dollars in thousands)
Purchase contracts	$	13,803,000	$	13,823,109	$	13,964,797	141,688

 The following table summarizes certain characteristics of the Company’s futures derivatives at September 30, 2019 and December 31, 2018:

 

September 30, 2019
	Notional - Long Positions		Notional - Short Positions			Weighted Average Years to Maturity
	(dollars in thousands)
U.S. Treasury futures - 5 year	—		(5,314,900		)	4.42
U.S. Treasury futures - 10 year and greater	2,600,000		(5,151,400		)	10.03
Total	$	2,600,000	$	(10,466,300	)	7.75
December 31, 2018
	Notional - Long Positions		Notional - Short Positions			Weighted Average Years to Maturity
	(dollars in thousands)
U.S. Treasury futures - 2 year	$	—	$	(1,166,000	)	1.97
U.S. Treasury futures - 5 year	—		(6,359,400		)	4.39
U.S. Treasury futures - 10 year and greater	—		(11,152,600		)	7.10
Total	$	—	$	(18,678,000	)	5.86

The Company presents derivative contracts on a gross basis on the Consolidated Statements of Financial Condition. Derivative contracts may contain legally enforceable provisions that allow for netting or setting off receivables and payables with each counterparty.

The following tables present information about derivative assets and liabilities that are subject to such provisions and can potentially be offset on our Consolidated Statements of Financial Condition at September 30, 2019 and December 31, 2018, respectively.

September 30, 2019
			Amounts Eligible for Offset
	Gross Amounts		Financial Instruments			Cash Collateral			Net Amounts
Assets	(dollars in thousands)
Interest rate swaps, at fair value	$	2,556	$	(2,291	)	$	—		$	265
Interest rate swaptions, at fair value	39,251		—			—			39,251
TBA derivatives, at fair value	15,706		(7,208		)	—			8,498
Futures contracts, at fair value	102,400		(37,973		)	—			64,427
Purchase commitments	3,787		—			—			3,787
Credit derivatives	5,055		(1,026		)	—			4,029
Liabilities
Interest rate swaps, at fair value	$	861,067	$	(2,291	)	$	(121,915	)	$	736,861
TBA derivatives, at fair value	28,373		(7,208		)	—			21,165
Futures contracts, at fair value	80,563		(37,973		)	(42,590		)	—
Purchase commitments	1,074		—			—			1,074
Credit derivatives	1,338		(1,026		)	(312		)	—
December 31, 2018
			Amounts Eligible for Offset
	Gross Amounts		Financial Instruments			Cash Collateral			Net Amounts
Assets	(dollars in thousands)
Interest rate swaps, at fair value	$	48,114	$	(29,308	)	$	—		$	18,806
Interest rate swaptions, at fair value	7,216		—			—			7,216
TBA derivatives, at fair value	141,688		—			—			141,688
Purchase commitments	844		—			—			844
Credit derivatives	2,641		(2,641		)	—			—
Liabilities
Interest rate swaps, at fair value	$	420,365	$	(29,308	)	$	(11,856	)	$	379,201
Futures contracts, at fair value	462,309		—			(462,309		)	—
Purchase commitments	33		—			—			33
Credit derivatives	7,043		(2,641		)	(4,402		)	—

The effect of interest rate swaps on the Consolidated Statements of Comprehensive Income (Loss) is as follows:

 

Location on Consolidated Statements of Comprehensive Income (Loss)
	Net Interest Component of Interest Rate Swaps		Realized Gains (Losses) on Termination of Interest Rate Swaps			Unrealized Gains (Losses) on Interest Rate Swaps
For the three months ended	(dollars in thousands)
September 30, 2019	$	88,466	$	(682,602	)	$	(326,309	)
September 30, 2018	$	51,349	$	575		$	417,203
For the nine months ended
September 30, 2019	$	306,154	$	(1,438,349	)	$	(1,992,884	)
September 30, 2018	$	34,664	$	1,409		$	1,737,963

The effect of other derivative contracts on the Company’s Consolidated Statements of Comprehensive Income (Loss) is as follows:

Three Months Ended September 30, 2019
Derivative Instruments	Realized Gain (Loss)			Unrealized Gain (Loss)			Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Other Derivatives
(dollars in thousands)
Net TBA derivatives	$	93,919		$	(46,124	)	$	47,795
Net interest rate swaptions	(2,778		)	(4,571		)	(7,349		)
Futures	(424,268		)	364,613			(59,655		)
Purchase commitments	—			(348		)	(348		)
Credit derivatives	1,784			885			2,669
Total							$	(16,888	)

 

Three Months Ended September 30, 2018
Derivative Instruments	Realized Gain (Loss)			Unrealized Gain (Loss)			Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Other Derivatives
(dollars in thousands)
Net TBA derivatives	$	8,569		$	(85,741	)	$	(77,172	)
Net interest rate swaptions	(28,754		)	(17,663		)	(46,417		)
Futures	(114,317		)	327,787			213,470
Purchase commitments	—			(841		)	(841		)
Credit derivatives	3,096			1,676			4,772
Total							$	93,812

Nine Months Ended September 30, 2019
Derivative Instruments	Realized Gain (Loss)			Unrealized Gain (Loss)			Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Other Derivatives
(dollars in thousands)
Net TBA derivatives	$	481,865		$	(154,355	)	$	327,510
Net interest rate swaptions	(44,088		)	7,935			(36,153		)
Futures	(1,430,450		)	484,146			(946,304		)
Purchase commitments	—			1,903			1,903
Credit derivatives	5,285			9,301			14,586
Total							$	(638,458	)

Nine Months Ended September 30, 2018
Derivative Instruments	Realized Gain (Loss)			Unrealized Gain (Loss)			Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Other Derivatives
(dollars in thousands)
Net TBA derivatives	$	(299,560	)	$	(56,701	)	$	(356,261	)
Net interest rate swaptions	(85,854		)	53,557			(32,297		)
Futures	443,314			14,959			458,273
Purchase commitments	—			(416		)	(416		)
Credit derivatives	7,498			4,060			11,558
Total							$	80,857

Certain of the Company’s derivative contracts are subject to International Swaps and Derivatives Association Master Agreements or other similar agreements which may contain provisions that grant counterparties certain rights with respect to the applicable agreement upon the occurrence of certain events such as (i) a decline in stockholders’ equity in excess of specified thresholds or dollar amounts over set periods of time, (ii) the Company’s failure to maintain its REIT status, (iii) the Company’s failure to comply with limits on the amount of leverage, and (iv) the Company’s stock being delisted from the New York Stock Exchange.

Upon the occurrence of any one of items (i) through (iv), or another default under the agreement, the counterparty to the applicable agreement has a right to terminate the agreement in accordance with its provisions. The aggregate fair value of all derivative instruments with the aforementioned features that are in a net liability position at September 30, 2019 was approximately $781.2 million, which represents the maximum amount the Company would be required to pay upon termination. This amount is fully collateralized.

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ACQUISITION OF MTGE INVESTMENT CORP

9 Months Ended

Sep. 30, 2019

Business Combinations [Abstract]

ACQUISITION OF MTGE INVESTMENT CORP

22.  ACQUISITION OF MTGE INVESTMENT CORP.

On September 7, 2018, Mountain Merger Sub Corporation, a wholly-owned subsidiary of the Company, completed its acquisition of MTGE Investment Corp. (“MTGE”), an externally managed hybrid mortgage REIT, for aggregate consideration to MTGE common shareholders of $906.2 million, consisting of $455.9 million in equity consideration and $450.3 million in cash consideration (the “MTGE Acquisition”). The Company issued 43.6 million shares of common stock as part of the consideration for the MTGE Acquisition. In addition, as part of the MTGE Acquisition, each share of MTGE 8.125% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (each, a “MTGE Preferred Share”), that was outstanding as of immediately prior to the completion of the MTGE Acquisition was converted into one share of a newly-designated series of the Company’s preferred stock, par value $0.01 per share, which the Company classified and designated as Series H Preferred Stock, and which have rights, preferences, privileges and voting powers substantially the same as a MTGE Preferred Share.

The MTGE Acquisition was accounted for as an asset acquisition in accordance with Accounting Standards Codification 805 Business Combinations (“ASC 805”). Under ASC 805, an acquisition does not qualify as a business combination if the acquisition does not meet the definition of a business. GAAP defines a business as an integrated set of activities and assets that is capable of being conducted and managed for the purpose of providing a return in the form of dividends, lower costs, or other economic benefits directly to investors or other owners, members, or participants. Since the Company did not acquire the external management agreement with the MTGE’s third party manager, there were no substantive processes acquired as part of the acquisition. Therefore, the MTGE Acquisition was not considered a business combination.

Under ASC 805, an asset acquisition is accounted for under the cost accumulation model which allocates the cost of the acquisition which generally includes direct transaction costs to the individual assets acquired and liabilities assumed on the basis of relative fair value with certain exceptions including financial assets and current assets. These exceptions are excluded from the cost accumulation method since recognizing these assets at amounts other than their fair value would result in a subsequent gain or loss upon re-measurement.The allocation of the consideration paid as part of the transaction and its assignment to the initial carrying value of the MTGE portfolio is noted in the below table.

	September 2018
Consideration transferred	(dollars in thousands)
Cash	$	450,287
Common equity	455,943
Preferred shares
Exchange of MTGE preferred stock for Annaly preferred stock	55,000
Total consideration	$	961,230
Net assets
Cash and cash equivalents	$	191,953
Securities	4,111,930
Real estate, net	277,648
Derivative assets	18,629
Reverse repurchase agreements	938,251
Receivable for unsettled trades	6,809
Principal receivable	44,462
Interest receivable	14,282
Intangible assets, net	14,483
Other assets	50,105
Total assets acquired	5,668,552
Repurchase agreements	3,561,816
Mortgages payable	201,629
U.S. Treasury securities sold, not yet purchased	934,149
Derivative liabilities	2,498
Interest payable	22,220
Dividends payable	819
Other liabilities	28,715
Total liabilities assumed	4,751,846
Net assets acquired	$	916,706

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CAPITAL STOCK

9 Months Ended

Sep. 30, 2019

Equity [Abstract]

CAPITAL STOCK

14. CAPITAL STOCK

(A) Common Stock

The following table provides a summary of the Company’s common shares authorized, and issued and outstanding at September 30, 2019 and December 31, 2018.

	Shares authorized		Shares issued and outstanding
	September 30, 2019	December 31, 2018	September 30, 2019	December 31, 2018	Par Value
Common stock	2,914,850,000	1,924,050,000	1,437,964,466	1,313,763,450	$0.01

During the nine months ended September 30, 2019, the Company closed the public offering of an original issuance of 75.0 million shares of common stock for proceeds of $730.5 million before deducting offering expenses. In connection with the offering, the Company granted the underwriters a thirty-day option to purchase up to an additional 11.3 million shares of common stock, which the underwriters exercised in full resulting in an additional $109.6 million in proceeds before deducting offering expenses.

During the three and nine months ended September 30, 2018, the Company closed the public offering of an original issuance of 75.0 million shares of common stock for proceeds of $753.8 million before deducting offering expenses. In connection with the offering, the Company granted the underwriters a thirty-day option to purchase up to an additional 11.3 million shares of common stock, which the underwriters exercised in full resulting in an additional $113.1 million in proceeds before deducting offering expenses.

In June 2019, the Company announced that its board of directors (“Board”) had authorized the repurchase of up to $1.5 billion of its outstanding shares of common stock through December 31, 2020. During the three and nine months ended September 30, 2019, the Company repurchased 18.3 million shares of its common stock for an aggregate amount of $155.0 million, excluding commission costs. All common shares purchased were part of a publicly announced plan in open-market transactions.

The following table provides a summary of activity related to the Company’s Direct Purchase and Dividend Reinvestment Program.

	Nine Months Ended
	September 30, 2019		September 30, 2018
	(dollars in thousands)
Shares issued through direct purchase and dividend reinvestment program	180,000		245,000
Amount raised from direct purchase and dividend reinvestment program	$	1,795	$	2,584

In January 2018, the Company entered into separate Distribution Agency Agreements (collectively, the “Sales Agreements”) with each of Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith, Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC and UBS Securities LLC (the “Sales Agents”). The Company may offer and sell shares of its common stock, having an aggregate offering price of up to $1.5 billion from time to time through any of the Sales Agents. During the nine months ended September 30, 2019, the Company issued 56.0 million shares for proceeds of $569.1 million, net of commissions and fees, under the at-the-market sales program. During the nine months ended September 30, 2018, the Company issued 24.0 million shares for proceeds of $251.1 million, net of commissions and fees, under the at-the-market sales program.

(B) Preferred Stock

The following is a summary of the Company’s cumulative redeemable preferred stock outstanding at September 30, 2019 and December 31, 2018. In the event of a liquidation or dissolution of the Company, the Company’s then outstanding preferred stock takes precedence over the Company’s common stock with respect to payment of dividends and the distribution of assets.

	Shares Authorized		Shares Issued And Outstanding		Carrying Value				Contractual Rate	Earliest Redemption Date (1)	Date At Which Dividend Rate Becomes Floating	Floating Annual Rate
	September 30, 2019	December 31, 2018	September 30, 2019	December 31, 2018	September 30, 2019		December 31, 2018
Fixed-rate		(dollars in thousands)
Series C	—	7,000,000	—	7,000,000	$	—	$	169,466	7.625%	5/16/2017	NA	NA
Series D	18,400,000	18,400,000	18,400,000	18,400,000	445,457		445,457		7.50%	9/13/2017	NA	NA
Series H	—	2,200,000	—	2,200,000	—		55,000		8.125%	5/22/2019	NA	NA
Fixed-to-floating rate
Series F	28,800,000	28,800,000	28,800,000	28,800,000	696,910		696,910		6.95%	9/30/2022	9/30/2022	3M LIBOR + 4.993%
Series G	19,550,000	19,550,000	17,000,000	17,000,000	411,335		411,335		6.50%	3/31/2023	3/31/2023	3M LIBOR + 4.172%
Series I	18,400,000	—	17,700,000	—	428,324		—		6.75%	6/30/2024	6/30/2024	3M LIBOR + 4.989%
Total	85,150,000	75,950,000	81,900,000	73,400,000	$	1,982,026	$	1,778,168
(1)    Subject to the Company’s right under limited circumstances to redeem preferred stock earlier in order to preserve its qualification as a REIT or under limited circumstances related to a change in control of the Company.

Each series of preferred stock has a par value of $0.01 per share and a liquidation and redemption price of $25.00, plus accrued and unpaid dividends through their redemption date. Through September 30, 2019, the Company had declared and paid all required quarterly dividends on the Company’s preferred stock.

During the three and nine months ended September 30, 2019, the Company redeemed all 7.0 million of its issued and outstanding shares of 7.625% Series C Cumulative Redeemable Preferred Stock (“Series C Preferred Stock”) for $175.0 million. The cash redemption amount for each share of Series C Preferred Stock was $25.00 plus accrued and unpaid dividends to, but not including, the redemption date of July 21, 2019.

During the nine months ended September 30, 2019, the Company redeemed all 2.2 million of its issued and outstanding shares of 8.125% Series H Cumulative Redeemable Preferred Stock (“Series H Preferred Stock”) for $55.0 million. The cash redemption amount for each share of Series H Preferred Stock was $25.00 plus accrued and unpaid dividends to, but not including, the redemption date of May 31, 2019.

During the nine months ended September 30, 2019, the Company issued 17.7 million shares of its 6.750% Series I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Series I Preferred Stock”) for gross proceeds of $442.5 million before deducting the underwriting discount and other estimated offering expenses.

During the nine months ended September 30, 2018, the Company issued 17.0 million shares of its 6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock (“Series G Preferred Stock”) for gross proceeds of $425.0 million before deducting the underwriting discount and other estimated offering expenses and

During the three and nine months ended September 30, 2018, the Company issued 2.2 million shares of its Series H Preferred Stock in connection with the acquisition of MTGE Investment Corp. Refer to the “Acquisition of MTGE Investment Corp.” Note for additional information related to the Company’s Series H Preferred Stock.

During the nine months ended September 30, 2018, the Company redeemed 5.0 million shares of its Series C Preferred Stock for $125.0 million and all 11.5 million of its issued and outstanding shares of 7.625% Series E Cumulative Redeemable Preferred Stock (“Series E Preferred Stock”) for $287.5 million.

The Series D Cumulative Redeemable Preferred Stock, Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, Series G Preferred Stock and Series I Preferred Stock rank senior to the common stock of the Company.

(C) Distributions to Stockholders

The following table provides a summary of the Company’s dividend distribution activity for the periods presented:

	For the Three Months Ended				For the Nine Months Ended
	September 30, 2019		September 30, 2018		September 30, 2019		September 30, 2018
	(dollars in thousands, except per share data)
Dividends and dividend equivalents declared on common stock and share-based awards	$	359,736	$	365,488	$	1,158,629	$	1,062,685
Distributions declared per common share	$	0.25	$	0.30	$	0.80	$	0.90
Distributions paid to common stockholders after period end	$	359,491	$	102,811	$	359,491	$	102,811
Distributions paid per common share after period end	$	0.25	$	0.08	$	0.25	$	0.08
Date of distributions paid to common stockholders after period end	October 31, 2019		October 31, 2018		October 31, 2019		October 31, 2018
Dividends declared to series C preferred stockholders	$	742	$	3,336	$	7,414	$	10,987
Dividends declared per share of series C preferred stock (1)	$	0.106	$	0.477	$	1.060	$	1.430
Dividends declared to series D preferred stockholders	$	8,625	$	8,625	$	25,875	$	25,875
Dividends declared per share of series D preferred stock	$	0.469	$	0.469	$	1.407	$	1.406
Dividends declared to series E preferred stockholders	$	—	$	—	$	—	$	2,253
Dividends declared per share of series E preferred stock	$	—	$	—	$	—	$	0.196
Dividends declared to series F preferred stockholders	$	12,510	$	12,510	$	37,530	$	37,530
Dividends declared per share of series F preferred stock	$	0.434	$	0.434	$	1.303	$	1.303
Dividends declared to series G preferred stockholders	$	6,906	$	6,906	$	20,718	$	19,875
Dividends declared per share of series G preferred stock	$	0.406	$	0.406	$	1.219	$	1.169
Dividends declared to series H preferred stockholders	$	—	$	298	$	1,862	$	298
Dividends declared per share of series H preferred stock	$	—	$	0.135	$	0.846	$	0.135
Dividends declared to series I preferred stockholders	$	7,668	$	—	$	7,668	$	—
Dividends declared per share of series I preferred stock	$	0.436	$	—	$	0.436	$	—

⁽¹⁾ 

Includes dividends declared per share for shares outstanding at September 30, 2018.

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RISK MANAGEMENT

9 Months Ended

Sep. 30, 2019

Risk Management [Abstract]

RISK MANAGEMENT

18.  RISK MANAGEMENT

The primary risks to the Company are capital, liquidity and funding risk, investment/market risk and credit risk. Interest rates are highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors beyond the Company’s control. Changes in the general level of interest rates can affect net interest income, which is the difference between the interest income earned on interest earning assets and the interest expense incurred in connection with the interest bearing liabilities, by affecting the spread between the interest earning assets and interest bearing liabilities. Changes in the level of interest rates can also affect the value of the interest earning assets and the Company’s ability to realize gains from the sale of these assets. A decline in the value of the interest earning assets pledged as collateral for borrowings under repurchase agreements and derivative contracts could result in the counterparties demanding additional collateral or liquidating some of the existing collateral to reduce borrowing levels.

The Company may seek to mitigate the potential financial impact by entering into interest rate agreements such as interest rate swaps, interest rate swaptions and other hedges.

Weakness in the mortgage market, the shape of the yield curve and changes in the expectations for the volatility of future interest rates may adversely affect the performance and market value of the Company’s investments. This could negatively impact the Company’s book value. Furthermore, if many of the Company’s lenders are unwilling or unable to provide additional financing, the Company could be forced to sell its investments at an inopportune time when prices are depressed. The Company has established policies and procedures for mitigating risks, including conducting scenario and sensitivity analyses and utilizing a range of hedging strategies.

The payment of principal and interest on the Freddie Mac and Fannie Mae Agency mortgage-backed securities, which exclude CRT securities issued by Freddie Mac and Fannie Mae, is guaranteed by those respective agencies and the payment of principal and interest on Ginnie Mae Agency mortgage-backed securities is backed by the full faith and credit of the U.S. government. Substantially all of the Company’s Agency mortgage-backed securities have an actual or implied “AAA” rating.

The Company faces credit risk on the portions of its portfolio which are not guaranteed by the respective Agency or by the full faith and credit of the U.S. government. The Company is exposed to credit risk on CRE Debt and Preferred Equity Investments, real estate investments, commercial mortgage-backed securities, residential mortgage loans, CRT securities, other non-Agency mortgage-backed securities and corporate debt. MSR values may also be adversely impacted if overall costs to service the underlying mortgage loans increase due to borrower performance. The Company is exposed to risk of loss if an issuer, borrower, tenant or counterparty fails to perform its obligations under contractual terms. The Company has established policies and procedures for mitigating credit risk, including reviewing and establishing limits for credit exposure, limiting transactions with specific counterparties, maintaining qualifying collateral and continually assessing the creditworthiness of issuers, borrowers, tenants and counterparties.

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CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION - USD ($) $ in Thousands		Sep. 30, 2019	Dec. 31, 2018
Assets
Cash and cash equivalents (includes pledged assets of $1,625,999 and $1,581,775, respectively) (2)	[1]	$ 1,793,921	$ 1,735,749	[2]
Securities (includes pledged assets of $111,087,358 and $87,193,316, respectively) (3)	[3]	116,094,061	92,623,788	[2]
Loans, net (includes pledged assets of $2,837,690 and $2,997,051, respectively) (4)	[4]	3,946,614	4,585,975	[2]
Mortgage servicing rights (includes pledged assets of $2,788 and $3,616, respectively)		386,051	557,813	[2]
Assets transferred or pledged to securitization vehicles		4,688,144	3,833,200	[2]
Real estate, net		725,508	739,473	[2]
Derivative assets		168,755	200,503	[2]
Reverse repurchase agreements		0	650,040	[2]
Receivable for unsettled trades		193,229	68,779	[2]
Principal and interest receivable		483,744	357,365	[2]
Goodwill and intangible assets, net		94,904	100,854	[2]
Other assets		381,189	333,988	[2]
Total assets		128,956,120	105,787,527	[2]
Liabilities
Repurchase agreements		102,682,104	81,115,874	[2]
Other secured financing		4,466,030	4,183,311	[2]
Debt issued by securitization vehicles		3,856,082	3,347,062	[2]
Mortgages payable		485,657	511,056	[2]
Derivative liabilities		972,415	889,750	[2]
Payable for unsettled trades		245,626	583,036	[2]
Interest payable		565,797	570,928	[2]
Dividends payable		359,491	394,129	[2]
Other liabilities		99,214	74,580	[2]
Total liabilities		113,732,416	91,669,726	[2]
Stockholders’ equity
Preferred stock, par value $0.01 per share, 85,150,000 and 75,950,000 authorized, 81,900,000 and 73,400,000 issued and outstanding, respectively		1,982,026	1,778,168	[2]
Common stock, par value $0.01 per share, 2,914,850,000 and 1,924,050,000 authorized, 1,437,964,466 and 1,313,763,450 issued and outstanding, respectively		14,380	13,138	[2]
Additional paid-in capital		20,034,970	18,794,331	[2]
Accumulated other comprehensive income (loss)		2,313,815	(1,979,865)	[2]
Accumulated deficit		(9,125,895)	(4,493,660)	[2]
Total stockholders’ equity		15,219,296	14,112,112	[2]
Noncontrolling interests		4,408	5,689	[2]
Total equity		15,223,704	14,117,801	[2]
Total liabilities and equity		128,956,120	105,787,527	[2]
Consolidated VIEs
Assets
Cash and cash equivalents (includes pledged assets of $1,625,999 and $1,581,775, respectively) (2)		49,600	30,400
Consolidation, Eliminations | Consolidated VIEs
Assets
Securities (includes pledged assets of $111,087,358 and $87,193,316, respectively) (3)		182,300	224,300
Non-Agency Mortgage-backed Securities | Consolidated VIEs
Assets
Securities (includes pledged assets of $111,087,358 and $87,193,316, respectively) (3)		429,100	83,600
Residential mortgage loans
Assets
Loans, net (includes pledged assets of $2,837,690 and $2,997,051, respectively) (4)		76,300	97,500
Total assets		1,200,000
Commercial Mortgage Loan
Assets
Loans, net (includes pledged assets of $2,837,690 and $2,997,051, respectively) (4)		$ 0	$ 42,200

[1] ⁽²⁾  Includes cash of consolidated Variable Interest Entities (“VIEs”) of $49.6 million and $30.4 million at September 30, 2019 and December 31, 2018, respectively.

[2] ⁽¹⁾  Derived from the audited consolidated financial statements at December 31, 2018.

[3] ⁽³⁾  Excludes $429.1 million and $83.6 million at September 30, 2019 and December 31, 2018, respectively, of non-Agency mortgage-backed securities and $182.3 million and $224.3 million at September 30, 2019 and December 31, 2018, respectively, of commercial mortgage-backed securities in consolidated VIEs pledged as collateral and eliminated from the Company’s Consolidated Statements of Financial Condition.

[4] ⁽⁴⁾  Includes $76.3 million and $97.5 million of residential mortgage loans held for sale and $0 and $42.2 million of commercial mortgage loans held for sale at September 30, 2019 and December 31, 2018, respectively.

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Statement of Cash Flows [Abstract]
Net income (loss)	$ (3,372,833,000)	$ 2,309,020,000
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Amortization of premiums and discounts of investments, net	943,277,000	474,449,000
Amortization of securitized debt premiums and discounts and deferred financing costs	(11,457,000)	991,000
Depreciation, amortization and other noncash expenses	24,107,000	63,839,000
Net (gains) losses on disposals of investments	65,727,000	376,943,000
Net (gains) losses on investments and derivatives	2,589,685,000	(1,679,921,000)
Income from unconsolidated joint ventures	3,350,000	6,441,000
Loan loss provision	9,207,000	0
Payments on purchases of loans held for sale	(196,252,000)	(191,641,000)
Proceeds from sales and repayments of loans held for sale	220,409,000	64,460,000
Net receipts (payments) on derivatives	(2,561,170,000)	1,519,228,000
Net change in
Other assets	(45,547,000)	100,010,000
Interest receivable	(92,959,000)	(8,468,000)
Interest payable	(5,131,000)	124,316,000
Other liabilities	34,194,000	(136,510,000)
Net cash provided by (used in) operating activities	(2,395,393,000)	3,023,157,000
Cash flows from investing activities
Payments on purchases of Residential Securities	(51,291,188,000)	(17,053,068,000)
Proceeds from sales of Residential Securities	19,619,907,000	9,558,735,000
Principal payments on Residential Securities	11,163,622,000	8,696,239,000
Payments on purchases of MSRs	0	(381,000)
Payments on purchases of corporate debt	(631,275,000)	(744,071,000)
Proceeds from sales of corporate debt	265,218,000	0
Principal payments on corporate debt	143,284,000	235,423,000
Originations and purchases of commercial real estate investments	(618,348,000)	(697,753,000)
Proceeds from sales of commercial real estate investments	193,846,000	134,538,000
Principal repayments on commercial real estate investments	1,852,854,000	478,726,000
Proceeds from sales of real estate	6,661,000	0
Proceeds from reverse repurchase agreements	78,439,755,000	70,016,988,000
Payments on reverse repurchase agreements	(77,789,715,000)	(70,313,441,000)
Distributions in excess of cumulative earnings from unconsolidated joint ventures	1,975,000	5,434,000
Payments on purchases of residential mortgage loans held for investment	(1,692,648,000)	(729,917,000)
Proceeds from repayments of residential mortgage loans held for investment	570,503,000	251,407,000
Cash paid related to asset acquisition, net of cash acquired	0	(258,334,000)
Net cash provided by (used in) investing activities	(19,765,549,000)	(419,475,000)
Cash flows from financing activities
Proceeds from repurchase agreements and other secured financing	4,275,937,246,000	3,866,183,872,000
Principal payments on repurchase agreements and other secured financing	(4,254,088,297,000)	(3,868,097,943,000)
Proceeds from issuances of securitized debt	2,030,356,000	588,111,000
Principal repayments on securitized debt	(1,778,314,000)	(614,536,000)
Payment of deferred financing cost	(5,222,000)	0
Net proceeds from stock offerings, direct purchases and dividend reinvestments	1,829,025,000	1,531,690,000
Redemptions of preferred stock	(230,000,000)	(412,500,000)
Principal payments on mortgages payable	(25,398,000)	(49,000)
Net contributions (distributions) from (to) noncontrolling interests	(987,000)	(780,000)
Net payment on share repurchase	(155,304,000)	0
Dividends paid	(1,293,991,000)	(1,405,389,000)
Net cash provided by (used in) financing activities	22,219,114,000	(2,227,524,000)
Net (decrease) increase in cash and cash equivalents	58,172,000	376,158,000
Cash and cash equivalents including cash pledged as collateral, beginning of period	1,735,749,000	706,589,000
Cash and cash equivalents including cash pledged as collateral, end of period	1,793,921,000	1,082,747,000
Supplemental disclosure of cash flow information
Interest received	3,583,189,000	2,846,535,000
Dividends received	6,279,000	5,448,000
Interest paid (excluding interest paid on interest rate swaps)	2,041,539,000	1,159,384,000
Net interest paid on interest rate swaps	(96,169,000)	(243,946,000)
Taxes received (paid)	274,000	86,000
Noncash investing activities
Receivable for unsettled trades	193,229,000	1,266,840,000
Payable for unsettled trades	245,626,000	2,505,428,000
Net change in unrealized gains (losses) on available-for-sale securities, net of reclassification adjustment	4,293,680,000	(2,696,936,000)
Noncash financing activities
Dividends declared, not yet paid	$ 359,491,000	$ 102,811,000

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LOANS - Summary of Commercial Real Estate Investments Held for Investment (Details) - USD ($) $ in Thousands		Sep. 30, 2019	Dec. 31, 2018		Dec. 31, 2017
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Outstanding Principal		$ 114,328,368	$ 96,602,237
Loans	[1]	3,946,614	4,585,975	[2]
Carrying value, unamortized origination fees		7,300	7,600
Commercial Mortgage
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Outstanding Principal		1,441,437	1,307,911
Loans		$ 1,421,434	$ 1,296,803		$ 1,029,327
Percentage of Loan Portfolio		100.00%	100.00%
Commercial Mortgage | Senior mortgages
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Outstanding Principal		$ 434,949	$ 988,248
Loans		$ 432,460	$ 981,202		625,900
Percentage of Loan Portfolio		30.20%	75.60%
Commercial Mortgage | Senior Securitized Mortgages
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Outstanding Principal		$ 814,423	$ 0
Loans		$ 810,005	$ 0
Percentage of Loan Portfolio		56.50%	0.00%
Commercial Mortgage | Mezzanine loans
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Outstanding Principal		$ 192,065	$ 319,663
Loans		$ 178,969	$ 315,601		$ 394,442
Percentage of Loan Portfolio		13.30%	24.40%

[1] ⁽⁴⁾  Includes $76.3 million and $97.5 million of residential mortgage loans held for sale and $0 and $42.2 million of commercial mortgage loans held for sale at September 30, 2019 and December 31, 2018, respectively.

[2] ⁽¹⁾  Derived from the audited consolidated financial statements at December 31, 2018.

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SECURED FINANCING - Repurchase Agreements - Remaining Maturities, Collateral Types and Weighted Average Rate (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Repurchase Agreements:
Netted amounts	$ 102,682,104	$ 81,115,874	[1]
Weighted Average Rate	2.48%	2.97%
Percentage of total repurchase agreements with remaining maturity of 1 year	1.00%	1.00%
CRTs
Repurchase Agreements:
Netted amounts	$ 226,154	$ 373,536
Non-Agency Mortgage-Backed Securities
Repurchase Agreements:
Netted amounts	885,866	721,304
Commercial Loans
Repurchase Agreements:
Netted amounts	204,614	693,939
Agency Mortgage-Backed Securities
Repurchase Agreements:
Netted amounts	101,149,835	78,482,373
Commercial Mortgage-Backed Securities
Repurchase Agreements:
Netted amounts	215,635	204,257
U.S. Treasury Securities
Repurchase Agreements:
Netted amounts		640,465
1 day
Repurchase Agreements:
Netted amounts	$ 19,451,333	$ 0
Weighted Average Rate	2.76%	0.00%
1 day | CRTs
Repurchase Agreements:
Netted amounts	$ 0	$ 0
1 day | Non-Agency Mortgage-Backed Securities
Repurchase Agreements:
Netted amounts	0	0
1 day | Commercial Loans
Repurchase Agreements:
Netted amounts	0	0
1 day | Agency Mortgage-Backed Securities
Repurchase Agreements:
Netted amounts	19,451,333	0
1 day | Commercial Mortgage-Backed Securities
Repurchase Agreements:
Netted amounts	0	0
1 day | U.S. Treasury Securities
Repurchase Agreements:
Netted amounts		0
2 to 29 days
Repurchase Agreements:
Netted amounts	$ 33,170,881	$ 32,012,641
Weighted Average Rate	2.46%	3.50%
2 to 29 days | CRTs
Repurchase Agreements:
Netted amounts	$ 195,190	$ 284,906
2 to 29 days | Non-Agency Mortgage-Backed Securities
Repurchase Agreements:
Netted amounts	670,750	353,429
2 to 29 days | Commercial Loans
Repurchase Agreements:
Netted amounts	0	0
2 to 29 days | Agency Mortgage-Backed Securities
Repurchase Agreements:
Netted amounts	32,145,933	30,661,001
2 to 29 days | Commercial Mortgage-Backed Securities
Repurchase Agreements:
Netted amounts	159,008	72,840
2 to 29 days | U.S. Treasury Securities
Repurchase Agreements:
Netted amounts		640,465
30 to 59 days
Repurchase Agreements:
Netted amounts	$ 15,138,462	$ 8,164,165
Weighted Average Rate	2.64%	2.33%
30 to 59 days | CRTs
Repurchase Agreements:
Netted amounts	$ 0	$ 0
30 to 59 days | Non-Agency Mortgage-Backed Securities
Repurchase Agreements:
Netted amounts	0	0
30 to 59 days | Commercial Loans
Repurchase Agreements:
Netted amounts	0	0
30 to 59 days | Agency Mortgage-Backed Securities
Repurchase Agreements:
Netted amounts	15,114,797	8,164,165
30 to 59 days | Commercial Mortgage-Backed Securities
Repurchase Agreements:
Netted amounts	23,665	0
30 to 59 days | U.S. Treasury Securities
Repurchase Agreements:
Netted amounts		0
60 to 89 days
Repurchase Agreements:
Netted amounts	$ 20,139,578	$ 18,689,772
Weighted Average Rate	2.26%	2.62%
60 to 89 days | CRTs
Repurchase Agreements:
Netted amounts	$ 30,964	$ 88,630
60 to 89 days | Non-Agency Mortgage-Backed Securities
Repurchase Agreements:
Netted amounts	154,159	251,441
60 to 89 days | Commercial Loans
Repurchase Agreements:
Netted amounts	103,938	0
60 to 89 days | Agency Mortgage-Backed Securities
Repurchase Agreements:
Netted amounts	19,846,591	18,326,399
60 to 89 days | Commercial Mortgage-Backed Securities
Repurchase Agreements:
Netted amounts	3,926	23,302
60 to 89 days | U.S. Treasury Securities
Repurchase Agreements:
Netted amounts		0
90 to 119 days
Repurchase Agreements:
Netted amounts	$ 5,077,560	$ 10,067,183
Weighted Average Rate	2.44%	2.54%
90 to 119 days | CRTs
Repurchase Agreements:
Netted amounts	$ 0	$ 0
90 to 119 days | Non-Agency Mortgage-Backed Securities
Repurchase Agreements:
Netted amounts	0	0
90 to 119 days | Commercial Loans
Repurchase Agreements:
Netted amounts	0	0
90 to 119 days | Agency Mortgage-Backed Securities
Repurchase Agreements:
Netted amounts	5,077,560	10,067,183
90 to 119 days | Commercial Mortgage-Backed Securities
Repurchase Agreements:
Netted amounts	0	0
90 to 119 days | U.S. Treasury Securities
Repurchase Agreements:
Netted amounts		0
Over 120 days
Repurchase Agreements:
Netted amounts	$ 9,704,290	$ 12,182,113
Weighted Average Rate	2.18%	2.92%
Over 120 days | CRTs
Repurchase Agreements:
Netted amounts	$ 0	$ 0
Over 120 days | Non-Agency Mortgage-Backed Securities
Repurchase Agreements:
Netted amounts	60,957	116,434
Over 120 days | Commercial Loans
Repurchase Agreements:
Netted amounts	100,676	693,939
Over 120 days | Agency Mortgage-Backed Securities
Repurchase Agreements:
Netted amounts	9,513,621	11,263,625
Over 120 days | Commercial Mortgage-Backed Securities
Repurchase Agreements:
Netted amounts	$ 29,036	108,115
Over 120 days | U.S. Treasury Securities
Repurchase Agreements:
Netted amounts		$ 0

[1] ⁽¹⁾  Derived from the audited consolidated financial statements at December 31, 2018.

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CAPITAL STOCK - Schedule of Common Stock (Details) - $ / shares	Sep. 30, 2019	Dec. 31, 2018
Equity [Abstract]
Shares authorized (in shares)	2,914,850,000	1,924,050,000
Shares issued (in shares)	1,437,964,466	1,313,763,450
Par Value (in dollars per share)	$ 0.01	$ 0.01
Shares outstanding (in shares)	1,437,964,466	1,313,763,450

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LOANS - Aggregate Positions in Capital Structure of Borrowers (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	$ 2,115,783	$ 1,887,182
First lien loans
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	1,305,810	1,346,356
Second lien loans
Schedule of Held-to-maturity Securities [Line Items]
Corporate debt	$ 809,973	$ 540,826

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NET INCOME (LOSS) PER COMMON SHARE (Tables)

9 Months Ended

Sep. 30, 2019

Earnings Per Share [Abstract]

Schedule of Net Income (Loss) Per Share Reconciliation

The following table presents a reconciliation of net income (loss) and shares used in calculating basic and diluted net income (loss) per share for the three and nine months ended September 30, 2019 and September 30, 2018.

	For the Three Months Ended						For the Nine Months Ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
	(dollars in thousands, except per share data)
Net income (loss)	$	(747,169	)	$	385,429		$	(3,372,833	)	$	2,309,020
Net income (loss) attributable to noncontrolling interests	(110		)	(149		)	(294		)	(277		)
Net income (loss) attributable to Annaly	(747,059		)	385,578			(3,372,539		)	2,309,297
Dividends on preferred stock (1)	36,151			31,675			101,067			96,818
Net income (loss) available (related) to common stockholders	$	(783,210	)	$	353,903		$	(3,473,606	)	$	2,212,479
Weighted average shares of common stock outstanding-basic	1,453,359,211			1,202,353,851			1,436,204,582			1,174,292,701
Add: Effect of stock awards, if dilutive	—			—			—			—
Weighted average shares of common  stock outstanding-diluted	1,453,359,211			1,202,353,851			1,436,204,582			1,174,292,701
Net income (loss) per share available (related) to common share
Basic	$	(0.54	)	$	0.29		$	(2.42	)	$	1.88
Diluted	$	(0.54	)	$	0.29		$	(2.42	)	$	1.88

⁽¹⁾ 

The three months ended September 30, 2019 exclude cumulative and undeclared dividends of $0.3 million on the Company’s Series I Preferred Stock as of June 30, 2019.

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GOODWILL AND INTANGIBLE ASSETS (Tables)

9 Months Ended

Sep. 30, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

The following table presents the activity of finite lived intangible assets for the nine months ended September 30, 2019.

Intangible Assets, net
(dollars in thousands)
Balance at December 31, 2018	$	29,039
Intangible assets divested	(147		)
Less: amortization expense	(5,803		)
Balance at September 30, 2019	$	23,089

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ACQUISITION OF MTGE INVESTMENT CORP - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands		9 Months Ended
	Sep. 07, 2018	Sep. 30, 2019	Dec. 31, 2018
Business Acquisition [Line Items]
Preferred Stock, par value (in dollars per share)		$ 0.01	$ 0.01
Series H Preferred Stock
Business Acquisition [Line Items]
Preferred stock dividend rate, percentage		8.125%
Mountain Merger Sub Corporation | Series A Preferred Stock
Business Acquisition [Line Items]
Preferred stock dividend rate, percentage	8.125%
Preferred Stock, par value (in dollars per share)	$ 0.01
Mountain Merger Sub Corporation
Business Acquisition [Line Items]
Total consideration	$ 906,200
Equity issued	455,900
Cash	$ 450,287
Shares issued as part of the consideration for asset acquisition (in shares)	43,600,000
Mountain Merger Sub Corporation | Series H Preferred Stock
Business Acquisition [Line Items]
Preferred Stock, par value (in dollars per share)	$ 0.01
Mountain Merger Sub Corporation | Mountain Merger Sub Corporation | Series H Preferred Stock
Business Acquisition [Line Items]
Preferred stock conversion (in shares)	1

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FINANCIAL INSTRUMENTS - Summary of Characteristics of Financial Instruments (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Assets	$ 128,956,120	$ 105,787,527	[1]
Liabilities	113,732,416	91,669,726	[1]
Total securities
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Assets	116,094,061	92,623,788
Agency mortgage-backed securities, recognized through comprehensive income
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Assets	113,670,254	89,840,322
Agency mortgage-backed securities, recognized through earnings
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Assets	792,270	912,673
Credit risk transfer securities
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Assets	474,765	552,097
Non-agency mortgage-backed securities
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Assets	1,015,921	1,161,938
Commercial real estate debt investment, securities, recognized through other comprehensive income
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Assets	65,215	138,242
Commercial real estate debt investment, securities, recognized through earnings
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Assets	75,636	18,516
Total loans, net
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Assets	3,946,614	4,585,975
Residential mortgage loans
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Assets	1,219,402	1,359,806
Commercial real estate debt and preferred equity, held for investment
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Assets	611,429	1,296,803
Commercial loans held for sale, net
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Assets	0	42,184
Corporate debt, held for investment
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Assets	2,115,783	1,887,182
Total assets transferred or pledged to securitization vehicles
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Assets	4,688,144	3,833,200
Residential mortgage loans
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Assets	2,376,731	1,094,831
Commercial mortgage loans
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Assets	1,501,408	2,738,369
Commercial mortgage loans
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Assets	810,005	0
Reverse repurchase agreements
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Assets	0	650,040
Repurchase agreements
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Liabilities	102,682,104	81,115,874
Other secured financing
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Liabilities	4,466,030	4,183,311
Debt issued by securitization vehicles
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Liabilities	3,856,082	3,347,062
Mortgages payable
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Liabilities	$ 485,657	$ 511,056

[1] ⁽¹⁾  Derived from the audited consolidated financial statements at December 31, 2018.

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INTEREST INCOME AND INTEREST EXPENSE

9 Months Ended

Sep. 30, 2019

Banking and Thrift, Interest [Abstract]

INTEREST INCOME AND INTEREST EXPENSE

15.  INTEREST INCOME AND INTEREST EXPENSE

Refer to the note titled “Significant Accounting Policies” for details surrounding the Company’s accounting policy related to net interest income on securities and loans.

The following table summarizes the interest income recognition methodology for Residential Securities:

	Interest Income Methodology
Agency
Fixed-rate pass-through (1)	Effective yield (3)
Adjustable-rate pass-through (1)	Effective yield (3)
Multifamily (1)	Contractual Cash Flows
CMO (1)	Effective yield (3)
Reverse mortgages (2)	Prospective
Interest-only (2)	Prospective
Residential credit
CRT (2)	Prospective
Alt-A (2)	Prospective
Prime (2)	Prospective
Subprime (2)	Prospective
NPL/RPL (2)	Prospective
Prime jumbo (2)	Prospective
Prime jumbo interest-only (2)	Prospective
(1)    Changes in fair value are recognized in Other comprehensive income (loss) on the accompanying Consolidated Statements of Comprehensive Income (Loss). (2)    Changes in fair value are recognized in Net unrealized gains (losses) on instruments measured at fair value through earnings on the accompanying Consolidated Statements of Comprehensive Income (Loss). (3)    Effective yield is recalculated for differences between estimated and actual prepayments and the amortized cost is adjusted as if the new effective yield had been applied since inception.

The following presents the components of the Company’s interest income and interest expense for the three and nine months ended September 30, 2019 and September 30, 2018.

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2019		2018		2019		2018
Interest income	(dollars in thousands)
Residential Securities	$	784,228	$	680,037	$	2,271,893	$	2,122,375
Residential mortgage loans (1)	37,673		21,184		102,689		55,557
Commercial investment portfolio (1) (2)	87,946		97,531		281,029		249,331
U.S. Treasury securities	—		160		—		160
Reverse repurchase agreements	9,452		17,684		57,472		45,466
Total interest income	$	919,299	$	816,596	$	2,713,083	$	2,472,889
Interest expense
Repurchase agreements	699,838		445,535		1,962,999		1,177,384
Debt issued by securitization vehicles	34,524		29,391		102,882		63,244
Other	32,543		26,047		98,936		70,458
Total interest expense	766,905		500,973		2,164,817		1,311,086
Net interest income	$	152,394	$	315,623	$	548,266	$	1,161,803
(1)    Includes assets transferred or pledged to securitization vehicles. (2)    Includes commercial real estate debt and preferred equity and corporate debt.

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RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2019

Related Party Transactions [Abstract]

RELATED PARTY TRANSACTIONS

19.  RELATED PARTY TRANSACTIONS

Management Agreement

The Company and the Manager have entered into a management agreement pursuant to which the Company’s management is conducted by the Manager through the authority delegated to it in the Management Agreement and pursuant to the policies established by the Board (the “Externalization”). The management agreement was effective as of July 1, 2013 and was amended on November 5, 2014, amended and restated on April 12, 2016, amended and restated on August 1, 2018, and amended on March 27, 2019 (the management agreement, as amended and restated, is referred to as “Management Agreement”).

Under the Management Agreement, the Manager, subject to the supervision and direction of the Board, is responsible for (i) the selection, purchase and sale of assets for the Company’s investment portfolio; (ii) recommending alternative forms of capital raising; (iii) supervising the Company’s financing and hedging activities; and (iv) day to day management functions. The Manager also performs such other supervisory and management services and activities relating to the Company’s assets and operations as may be appropriate. In exchange for the management services, the Company pays the Manager a monthly management fee, and the Manager is responsible for providing personnel to manage the Company. Prior to the most recent amendment to the Management Agreement, which was executed on March 27, 2019, the Company had paid the Manager a flat monthly management fee equal to 1/12th of 1.05% of Stockholders’ Equity (as defined in the Management Agreement) for its management services. Pursuant to the March 27, 2019 amendment to the Management Agreement, the Company now pays the Manager a monthly management fee for its management services in an amount equal to 1/12th of the sum of (i) 1.05% of Stockholders' Equity (as defined in the Management Agreement) up to $17.28 billion, and (ii) 0.75% of Stockholders' Equity (as defined in the Management Agreement) in excess of $17.28 billion. The Company does not pay the Manager any incentive fees.

For the three and nine months ended September 30, 2019, the compensation and management fee was $41.2 million and $130.2 million, respectively. For the three and nine months ended September 30, 2018, the compensation and management fee was $46.0 million and $136.1 million, respectively.

Following the unanimous approval of the Company’s independent directors (the “Independent Directors”), in August 2018, the Company began reimbursing the Manager for certain services in connection with the management and operations of the Company and its subsidiaries as permitted under the terms of the Management Agreement. Such reimbursable expenses include the cost for certain legal, tax, accounting and other support and advisory services provided by employees of the Manager to the Company. Pursuant to the Management Agreement, the Company may reimburse the Manager for the cost of such services, provided such costs are no greater than those that would be payable to comparable third party providers. As part of an expense management initiative undertaken by the Manager, expense reimbursement payments were voluntarily waived for the three months ended September 30, 2019. Expense reimbursements and related waivers are routinely reviewed with the Audit Committee of the Board in conformance with established policies. Reimbursement payments to the Manager were $14.3 million for the nine months ended September 30, 2019. None of the reimbursement payments are attributable to compensation of the Company’s executive officers.

At September 30, 2019 and December 31, 2018 the Company had amounts payable to the Manager of $12.7 million and $16.0 million, respectively.

The Management Agreement’s current term ends on December 31, 2019 and will automatically renew for successive two-year terms unless at least two-thirds of the Independent Directors or the holders of a majority of the outstanding shares of the Company’s common stock in their sole discretion elect to terminate the agreement for any or no reason upon 365 days prior written notice (such notice, a “Termination Notice”).

If the Company makes an election to terminate the Management Agreement, the Company may elect to accelerate the termination date (the “Termination Date”) to a date that is between seven and 90 days after the date of the Company’s delivery of a Termination Notice (the “Notice Delivery Date”). If the Company does not make an election to accelerate the Termination Date, then the Manager may elect to accelerate the Termination Date to the date that is 90 days after the Notice Delivery Date. If the Termination Date is accelerated (such date, the “Accelerated Termination Date”) by either the Company or the Manager, in addition to any amounts accrued for the period prior to the Accelerated Termination Date, the Company shall pay the Manager an acceleration fee (the “Acceleration Fee”) in an amount equal to the average annual management fee earned by the Manager during the 24-month period immediately preceding such Accelerated Termination Date multiplied by a fraction with a numerator of 365 minus the number of days from the Notice Delivery Date to the Accelerated Termination Date, and a denominator of 365.

The Management Agreement may also be terminated by the Manager for any reason or no reason upon 365 days prior written notice, or with shorter notice periods by either the Company or the Manager for cause or by the Company in the event of a sale of the Manager that was not pre-approved by the Independent Directors.

The Management Agreement may be amended or modified by agreement between the Company and the Manager.

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2019

Subsequent Events [Abstract]

Subsequent Events

23.  SUBSEQUENT EVENTS

In October 2019, the Company completed and closed its fifth securitization of residential mortgage loans for the 2019 calendar year, OBX 2019-EXP3 Trust, with a face value of $465.5 million. The securitization represented a financing transaction which provided non-recourse financing to the Company collateralized by residential mortgage loans purchased by the Company.

In October 2019, the Company repurchased 7.9 million shares of its common stock for an aggregate amount of $68.2 million, excluding commission costs, under the Company’s stock repurchase program.

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CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Cash pledged as collateral	$ 1,625,999	$ 1,581,775
Loans, pledged assets	$ 2,837,690	$ 2,997,051
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	85,150,000	75,950,000
Preferred stock, shares issued (in shares)	81,900,000	73,400,000
Preferred stock, shares outstanding (in shares)	81,900,000	73,400,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	2,914,850,000	1,924,050,000
Common stock, shares issued (in shares)	1,437,964,466	1,313,763,450
Common stock, shares outstanding (in shares)	1,437,964,466	1,313,763,450
Non-Agency Mortgage-backed Securities
Pledged assets	$ 2,788	$ 3,616
Agency mortgage-backed securities, at fair value
Pledged assets	$ 111,087,358	$ 87,193,316

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DESCRIPTION OF BUSINESS

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

DESCRIPTION OF BUSINESS

1. DESCRIPTION OF BUSINESS

Annaly Capital Management, Inc. (the “Company” or “Annaly”) is a Maryland corporation that commenced operations on February 18, 1997.  The Company is a leading diversified capital manager that invests in and finances residential and commercial assets. The Company owns a portfolio of real estate related investments, including mortgage pass-through certificates, collateralized mortgage obligations, credit risk transfer (“CRT”) securities, other securities representing interests in or obligations backed by pools of mortgage loans, residential mortgage loans, mortgage servicing rights (“MSRs”), commercial real estate assets and corporate debt. The Company’s principal business objective is to generate net income for distribution to its stockholders and optimize its returns through prudent management of its diversified investment strategies. The Company is externally managed by Annaly Management Company LLC (the “Manager”).

The Company’s four investment groups are primarily comprised of the following:

Investment Groups	Description
Annaly Agency Group	Invests in Agency mortgage-backed securities (“MBS”) collateralized by residential mortgages which are guaranteed by Fannie Mae, Freddie Mac or Ginnie Mae.
Annaly Residential Credit Group	Invests primarily in non-Agency residential mortgage assets within securitized products and residential mortgage loan markets.
Annaly Commercial Real Estate Group	Originates and invests in commercial mortgage loans, securities, and other commercial real estate debt and equity investments.
Annaly Middle Market Lending Group	Provides financing to private equity-backed middle market businesses across the capital structure.

The Company has elected to be taxed as a Real Estate Investment Trust (“REIT”) as defined under the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder (the “Code”).

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LOANS - CRE Debt and Preferred Equity Investments - Based on Outstanding Principal (Details) - USD ($) $ in Thousands		9 Months Ended	12 Months Ended
		Sep. 30, 2019	Dec. 31, 2018
Real Estate [Line Items]
Beginning balance	[1],[2]	$ 4,585,975
Principal payments		(456,300)
Ending balance	[2]	3,946,614	$ 4,585,975	[1]
Commercial Mortgage
Real Estate [Line Items]
Beginning balance		1,296,803	1,029,327
Originations & advances (principal)		1,362,156	628,177
Principal payments		(306,104)	(353,424)
Transfers		(922,524)
Net (increase) decrease in origination fees		(4,211)	(6,994)
Amortization of net origination fees		4,521	3,213
Allowance for loan losses		(9,207)	(3,496)
Ending balance		1,421,434	1,296,803
Commercial Mortgage | Senior mortgages
Real Estate [Line Items]
Beginning balance		981,202	625,900
Originations & advances (principal)		376,651	575,953
Principal payments		(16,099)	(216,849)
Transfers		(913,849)
Net (increase) decrease in origination fees		2,972	(6,624)
Amortization of net origination fees		1,583	2,822
Allowance for loan losses		0	0
Ending balance		432,460	981,202
Commercial Mortgage | Senior Securitized Mortgages
Real Estate [Line Items]
Beginning balance		0
Originations & advances (principal)		964,473
Principal payments		(150,050)
Transfers		0
Net (increase) decrease in origination fees		(6,999)
Amortization of net origination fees		2,581
Allowance for loan losses		0
Ending balance		810,005	0
Commercial Mortgage | Preferred equity
Real Estate [Line Items]
Beginning balance		0	8,985
Originations & advances (principal)			0
Principal payments			(9,000)
Net (increase) decrease in origination fees			0
Amortization of net origination fees			15
Allowance for loan losses			0
Ending balance			0
Commercial Mortgage | Mezzanine loans
Real Estate [Line Items]
Beginning balance		315,601	394,442
Originations & advances (principal)		21,032	52,224
Principal payments		(139,955)	(127,575)
Transfers		(8,675)
Net (increase) decrease in origination fees		(184)	(370)
Amortization of net origination fees		357	376
Allowance for loan losses		(9,207)	(3,496)
Ending balance		$ 178,969	$ 315,601

[1] ⁽¹⁾  Derived from the audited consolidated financial statements at December 31, 2018.

[2] ⁽⁴⁾  Includes $76.3 million and $97.5 million of residential mortgage loans held for sale and $0 and $42.2 million of commercial mortgage loans held for sale at September 30, 2019 and December 31, 2018, respectively.

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SECURED FINANCING - Summary of Gross Amounts, Amounts Offset and Net Amounts of Repurchase Agreement and Reverse Repurchase Agreement (Details) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Reverse Repurchase Agreements
Gross amounts	$ 550,000	$ 650,040
Amounts offset	(550,000)	0
Netted amounts	0	650,040	[1]
Repurchase Agreements
Gross amounts	103,232,104	81,115,874
Amounts offset	(550,000)	0
Netted amounts	$ 102,682,104	$ 81,115,874	[1]

[1] ⁽¹⁾  Derived from the audited consolidated financial statements at December 31, 2018.

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CAPITAL STOCK - Additional Information (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Jan. 31, 2018	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Jun. 30, 2019	Dec. 31, 2018	Sep. 07, 2018
Class of Stock [Line Items]
Authorized amount of stock available for repurchase						$ 1,500,000,000
Shares repurchased (in shares)		18,300,000		18,300,000
Aggregate amount of repurchased shares		$ 155,000,000.0		$ 155,000,000
Options exercised under incentive plans (in shares)			0
Preferred Stock, par value (in dollars per share)		$ 0.01		$ 0.01			$ 0.01
Preferred stock, redemption price (in dollars per share)		$ 25.00		$ 25.00
Preferred stock, shares issued (in shares)		81,900,000		81,900,000			73,400,000
7.625% Series C Cumulative Redeemable Preferred Stock
Class of Stock [Line Items]
Preferred stock, redemption price (in dollars per share)		$ 25.00		$ 25.00
Preferred stock redeemed (in shares)				7,000,000.0	5,000,000.0
Preferred stock dividend rate, percentage				7.625%
Redemption of preferred stock				$ 175,000,000.0	$ 125,000,000.0
Preferred stock, shares issued (in shares)		0		0			7,000,000
Series H Preferred Stock
Class of Stock [Line Items]
Preferred stock, redemption price (in dollars per share)		$ 25.00		$ 25.00
Preferred stock redeemed (in shares)				2,200,000
Preferred stock dividend rate, percentage				8.125%
Redemption of preferred stock				$ 55,000,000.0
Preferred stock, shares issued (in shares)		0	2,200,000	0	2,200,000		2,200,000
Series I
Class of Stock [Line Items]
Preferred stock dividend rate, percentage				6.75%
Preferred stock, shares issued (in shares)		17,700,000		17,700,000			0
Proceeds from issuance of redeemable preferred stock				$ 442,500,000
6.50% Series G Cumulative Redeemable Preferred Stock
Class of Stock [Line Items]
Preferred stock dividend rate, percentage				6.50%	6.50%
Preferred stock, shares issued (in shares)		17,000,000	17,000,000.0	17,000,000	17,000,000.0		17,000,000
Proceeds from issuance of redeemable preferred stock					$ 425,000,000.0
7.625% Series E Cumulative Redeemable Preferred Stock
Class of Stock [Line Items]
Preferred stock redeemed (in shares)					11,500,000
Preferred stock dividend rate, percentage					7.625%
Redemption of preferred stock					$ 287,500,000
Public Offering
Class of Stock [Line Items]
Sale of stock, shares issued (in shares)			75,000,000.0	75,000,000.0	75,000,000.0
Proceeds from sale of stock			$ 753,800,000	$ 730,500,000	$ 753,800,000
Option granted to underwriters to purchase additional shares			30 days		30 days
Public Offering, Additional Share Purchase Option
Class of Stock [Line Items]
Sale of stock, shares issued (in shares)			11,300,000	11,300,000	11,300,000.0
Proceeds from sale of stock			$ 113,100,000	$ 109,600,000	$ 113,100,000
Option granted to underwriters to purchase additional shares				30 days
At-the-market Sale Program
Class of Stock [Line Items]
Sale of stock, shares issued (in shares)				56,000,000.0	24,000,000.0
Proceeds from sale of stock				$ 569,100,000	$ 251,100,000
Aggregate stock offering price	$ 1,500,000,000
Mountain Merger Sub Corporation | Series H Preferred Stock
Class of Stock [Line Items]
Preferred Stock, par value (in dollars per share)								$ 0.01

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MORTGAGE SERVICING RIGHTS - Presentation of Activity Related to MSR (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Servicing Asset at Fair Value, Amount [Roll Forward]
Fair value, beginning of period	$ 425,328	$ 599,014	$ 557,813	$ 580,860
Changes in valuation inputs or assumptions	(17,312)	(19,913)	(116,150)	(61,011)
Other changes, including realization of expected cash flows	(21,965)	9,732	(55,612)	68,984
Fair value, end of period	$ 386,051	$ 588,833	$ 386,051	$ 588,833

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SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) - USD ($) $ in Billions	Sep. 30, 2019	Dec. 31, 2018
Interest rate swaps, at fair value
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Margin deposit assets	$ 1.6	$ 1.6

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INTEREST INCOME AND INTEREST EXPENSE (Tables)

9 Months Ended

Sep. 30, 2019

Banking and Thrift, Interest [Abstract]

Summary of Interest Income Recognition Methodology for Residential Investment Securities

The following table summarizes the interest income recognition methodology for Residential Securities:

	Interest Income Methodology
Agency
Fixed-rate pass-through (1)	Effective yield (3)
Adjustable-rate pass-through (1)	Effective yield (3)
Multifamily (1)	Contractual Cash Flows
CMO (1)	Effective yield (3)
Reverse mortgages (2)	Prospective
Interest-only (2)	Prospective
Residential credit
CRT (2)	Prospective
Alt-A (2)	Prospective
Prime (2)	Prospective
Subprime (2)	Prospective
NPL/RPL (2)	Prospective
Prime jumbo (2)	Prospective
Prime jumbo interest-only (2)	Prospective
(1)    Changes in fair value are recognized in Other comprehensive income (loss) on the accompanying Consolidated Statements of Comprehensive Income (Loss). (2)    Changes in fair value are recognized in Net unrealized gains (losses) on instruments measured at fair value through earnings on the accompanying Consolidated Statements of Comprehensive Income (Loss). (3)    Effective yield is recalculated for differences between estimated and actual prepayments and the amortized cost is adjusted as if the new effective yield had been applied since inception.

Components of Company's Interest Income and Interest Expense

The following presents the components of the Company’s interest income and interest expense for the three and nine months ended September 30, 2019 and September 30, 2018.

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2019		2018		2019		2018
Interest income	(dollars in thousands)
Residential Securities	$	784,228	$	680,037	$	2,271,893	$	2,122,375
Residential mortgage loans (1)	37,673		21,184		102,689		55,557
Commercial investment portfolio (1) (2)	87,946		97,531		281,029		249,331
U.S. Treasury securities	—		160		—		160
Reverse repurchase agreements	9,452		17,684		57,472		45,466
Total interest income	$	919,299	$	816,596	$	2,713,083	$	2,472,889
Interest expense
Repurchase agreements	699,838		445,535		1,962,999		1,177,384
Debt issued by securitization vehicles	34,524		29,391		102,882		63,244
Other	32,543		26,047		98,936		70,458
Total interest expense	766,905		500,973		2,164,817		1,311,086
Net interest income	$	152,394	$	315,623	$	548,266	$	1,161,803
(1)    Includes assets transferred or pledged to securitization vehicles. (2)    Includes commercial real estate debt and preferred equity and corporate debt.

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FAIR VALUE MEASUREMENTS (Tables)

9 Months Ended

Sep. 30, 2019

Fair Value Disclosures [Abstract]

Schedule of Fair Values, Assets and Liabilities Measured on Recurring Basis

The following tables present the estimated fair values of financial instruments measured at fair value on a recurring basis. There were no transfers between levels of the fair value hierarchy during the periods presented.

September 30, 2019
	Level 1		Level 2		Level 3		Total
Assets	(dollars in thousands)
Securities
Agency mortgage-backed securities	$	—	$	114,462,524	$	—	$	114,462,524
Credit risk transfer securities	—		474,765		—		474,765
Non-Agency mortgage-backed securities	—		1,015,921		—		1,015,921
Commercial mortgage-backed securities	—		140,851		—		140,851
Loans
Residential mortgage loans	—		1,219,402		—		1,219,402
Mortgage servicing rights	—		—		386,051		386,051
Assets transferred or pledged to securitization vehicles	—		3,878,139		—		3,878,139
Derivative assets
Interest rate swaps	—		2,556		—		2,556
Other derivatives	102,400		63,799		—		166,199
Total assets	$	102,400	$	121,257,957	$	386,051	$	121,746,408
Liabilities
Debt issued by securitization vehicles	—		3,856,082		—		3,856,082
Derivative liabilities
Interest rate swaps	—		861,067		—		861,067
Other derivatives	80,563		30,785		—		111,348
Total liabilities	$	80,563	$	4,747,934	$	—	$	4,828,497

December 31, 2018
	Level 1		Level 2		Level 3		Total
Assets	(dollars in thousands)
Securities
Agency mortgage-backed securities	$	—	$	90,752,995	$	—	$	90,752,995
Credit risk transfer securities	—		552,097		—		552,097
Non-Agency mortgage-backed securities	—		1,161,938		—		1,161,938
Commercial mortgage-backed securities	—		156,758		—		156,758
Loans
Residential mortgage loans	—		1,359,806		—		1,359,806
Mortgage servicing rights	—		—		557,813		557,813
Assets transferred or pledged to securitization vehicles	—		3,833,200		—		3,833,200
Derivative assets
Interest rate swaps	—		48,114		—		48,114
Other derivatives	—		152,389		—		152,389
Total assets	$	—	$	98,017,297	$	557,813	$	98,575,110
Liabilities
Debt issued by securitization vehicles	$	—	$	3,347,062	$	—	$	3,347,062
Derivative liabilities
Interest rate swaps	—		420,365		—		420,365
Other derivatives	462,309		7,076		—		469,385
Total liabilities	$	462,309	$	3,774,503	$	—	$	4,236,812

Information about Significant Unobservable Inputs Used for Recurring Fair Value Measurements for Level 3 MSRs

The table below presents information about the significant unobservable inputs used for recurring fair value measurements for Level 3 MSRs. The table does not give effect to the Company’s risk management practices that might offset risks inherent in these Level 3 investments.

 

	September 30, 2019		December 31, 2018
Valuation Technique	Unobservable Input (1)	Range (Weighted Average )	Unobservable Input (1)	Range (Weighted Average )
Discounted cash flow	Discount rate	9.0% -12.0% (9.3%)	Discount rate	9.0% -12.0% (9.4%)
	Prepayment rate	6.8% - 30.0% (15.7%)	Prepayment rate	4.7% - 13.9% (8.0%)
	Delinquency rate	0.0% - 4.0% (2.1%)	Delinquency rate	0.0% - 5.0% (2.3%)
	Cost to service	$81 - $131 ($106)	Cost to service	$82 - $138 ($110)
(1)    Represents rates, estimates and assumptions that the Company believes would be used by market participants when valuing these assets.

Schedule of Estimated Fair Value for All Financial Assets and Liabilities

The following table summarizes the estimated fair values for financial assets and liabilities that are not carried at fair value at September 30, 2019 and December 31, 2018.

		September 30, 2019				December 31, 2018
	Level in Fair Value Hierarchy	Carrying Value		Fair Value		Carrying Value		Fair Value
Financial assets		(dollars in thousands)
Loans
Commercial real estate debt and preferred equity, held for investment (1)	3	$	1,421,434	$	1,434,293	$	1,296,803	$	1,303,487
Commercial loans held for sale, net	3	—		—		42,184		42,184
Corporate debt, held for investment	2	2,115,783		2,073,721		1,887,182		1,863,524
Financial liabilities
Repurchase agreements	1,2	$	102,682,104	$	102,682,104	$	81,115,874	$	81,115,874
Other secured financing	1,2	4,466,030		4,466,210		4,183,311		4,183,805
Mortgage payable	3	485,657		529,198		511,056		507,770
(1)    Includes assets of a consolidated VIE.

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ACQUISITION OF MTGE INVESTMENT CORP - Summary of Acquired Assets (Details) - USD ($) $ in Thousands		Sep. 07, 2018	Sep. 30, 2019	Dec. 31, 2018		Sep. 30, 2018
Net Assets:
Cash and cash equivalents	[1]		$ 1,793,921	$ 1,735,749	[2]
Securities			116,094,061	92,623,788
Real estate, net			725,508	739,473	[2]
Derivative assets			168,755	200,503	[2]
Reverse repurchase agreements			0	650,040	[2]
Receivable for unsettled trades			193,229	68,779	[2]	$ 1,266,840
Principal and interest receivable			483,744	357,365	[2]
Intangible assets, net			94,904	100,854	[2]
Other assets			381,189	333,988	[2]
Total assets			128,956,120	105,787,527	[2]
Repurchase agreements			102,682,104	81,115,874	[2]
Mortgages payable			485,657	511,056	[2]
Derivative liabilities			972,415	889,750	[2]
Interest payable			565,797	570,928	[2]
Dividends payable			359,491	394,129	[2]	$ 102,811
Other liabilities			99,214	74,580	[2]
Total liabilities			$ 113,732,416	$ 91,669,726	[2]
Mountain Merger Sub Corporation
Consideration Transferred:
Cash		$ 450,287
Equity issued		455,900
Total consideration		961,230
Net Assets:
Cash and cash equivalents		191,953
Securities		4,111,930
Real estate, net		277,648
Derivative assets		18,629
Reverse repurchase agreements		938,251
Receivable for unsettled trades		6,809
Principal receivable		44,462
Principal and interest receivable		14,282
Intangible assets, net		14,483
Other assets		50,105
Total assets		5,668,552
Repurchase agreements		3,561,816
Mortgages payable		201,629
U.S. Treasury securities sold, not yet purchased		934,149
Derivative liabilities		2,498
Interest payable		22,220
Dividends payable		819
Other liabilities		28,715
Total liabilities		4,751,846
Net assets acquired		916,706
Common stock | Mountain Merger Sub Corporation
Consideration Transferred:
Equity issued		455,943
Preferred stock | Mountain Merger Sub Corporation
Consideration Transferred:
Equity issued		$ 55,000

[1] ⁽²⁾  Includes cash of consolidated Variable Interest Entities (“VIEs”) of $49.6 million and $30.4 million at September 30, 2019 and December 31, 2018, respectively.

[2] ⁽¹⁾  Derived from the audited consolidated financial statements at December 31, 2018.

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REAL ESTATE - Minimum Future Rentals to be Received on Noncancelable Operating Leases (Details) $ in Thousands	Sep. 30, 2019 USD ($)
Real Estate Properties Base Purchase Price [Abstract]
2019 (remaining)	$ 16,193
2020	48,094
2021	47,444
2022	43,597
2023	40,804
Later years	213,676
Total	$ 409,808

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FAIR VALUE MEASUREMENTS - Estimated Fair Values of Financial Instruments (Details) - USD ($) $ in Thousands		Sep. 30, 2019	Jun. 30, 2019	Dec. 31, 2018		Sep. 30, 2018	Jun. 30, 2018	Dec. 31, 2017
Assets
Estimated Fair Value	[1]	$ 116,094,061		$ 92,623,788	[2]
Mortgage servicing rights		386,051	$ 425,328	557,813		$ 588,833	$ 599,014	$ 580,860
Assets transferred or pledged to securitization vehicles		4,688,144		3,833,200	[2]
Interest rate swaps		2,556		48,114
Liabilities
Interest rate swaps		861,067		420,365
Residential mortgage loans
Assets
Residential mortgage loans		3,596,133		2,454,637
Level 1
Liabilities
Debt issued by securitization vehicles				0
Level 2
Liabilities
Debt issued by securitization vehicles				3,347,062
Level 3
Liabilities
Debt issued by securitization vehicles				0
Fair Value, Measurements, Recurring
Assets
Agency mortgage-backed securities		114,462,524		90,752,995
Credit risk transfer securities		474,765		552,097
Mortgage servicing rights		386,051		557,813
Assets transferred or pledged to securitization vehicles		3,878,139		3,833,200
Interest rate swaps		2,556		48,114
Other derivatives		166,199		152,389
Total assets		121,746,408		98,575,110
Liabilities
Debt issued by securitization vehicles		3,856,082		3,347,062
Interest rate swaps		861,067		420,365
Other derivatives		111,348		469,385
Total liabilities		4,828,497		4,236,812
Fair Value, Measurements, Recurring | Non-Agency Mortgage-backed Securities
Assets
Estimated Fair Value		1,015,921		1,161,938
Fair Value, Measurements, Recurring | Commercial Mortgage-Backed Securities
Assets
Estimated Fair Value		140,851		156,758
Fair Value, Measurements, Recurring | Residential mortgage loans
Assets
Residential mortgage loans		1,219,402		1,359,806
Fair Value, Measurements, Recurring | Level 1
Assets
Agency mortgage-backed securities		0		0
Credit risk transfer securities		0		0
Mortgage servicing rights		0		0
Assets transferred or pledged to securitization vehicles		0		0
Interest rate swaps		0		0
Other derivatives		102,400		0
Total assets		102,400		0
Liabilities
Debt issued by securitization vehicles		0
Interest rate swaps		0		0
Other derivatives		80,563		462,309
Total liabilities		80,563		462,309
Fair Value, Measurements, Recurring | Level 1 | Non-Agency Mortgage-backed Securities
Assets
Estimated Fair Value		0		0
Fair Value, Measurements, Recurring | Level 1 | Commercial Mortgage-Backed Securities
Assets
Estimated Fair Value		0		0
Fair Value, Measurements, Recurring | Level 1 | Residential mortgage loans
Assets
Residential mortgage loans		0		0
Fair Value, Measurements, Recurring | Level 2
Assets
Agency mortgage-backed securities		114,462,524		90,752,995
Credit risk transfer securities		474,765		552,097
Mortgage servicing rights		0		0
Assets transferred or pledged to securitization vehicles		3,878,139		3,833,200
Interest rate swaps		2,556		48,114
Other derivatives		63,799		152,389
Total assets		121,257,957		98,017,297
Liabilities
Debt issued by securitization vehicles		3,856,082
Interest rate swaps		861,067		420,365
Other derivatives		30,785		7,076
Total liabilities		4,747,934		3,774,503
Fair Value, Measurements, Recurring | Level 2 | Non-Agency Mortgage-backed Securities
Assets
Estimated Fair Value		1,015,921		1,161,938
Fair Value, Measurements, Recurring | Level 2 | Commercial Mortgage-Backed Securities
Assets
Estimated Fair Value		140,851		156,758
Fair Value, Measurements, Recurring | Level 2 | Residential mortgage loans
Assets
Residential mortgage loans		1,219,402		1,359,806
Fair Value, Measurements, Recurring | Level 3
Assets
Agency mortgage-backed securities		0		0
Credit risk transfer securities		0		0
Mortgage servicing rights		386,051		557,813
Assets transferred or pledged to securitization vehicles		0		0
Interest rate swaps		0		0
Other derivatives		0		0
Total assets		386,051		557,813
Liabilities
Debt issued by securitization vehicles		0
Interest rate swaps		0		0
Other derivatives		0		0
Total liabilities		0		0
Fair Value, Measurements, Recurring | Level 3 | Non-Agency Mortgage-backed Securities
Assets
Estimated Fair Value		0		0
Fair Value, Measurements, Recurring | Level 3 | Commercial Mortgage-Backed Securities
Assets
Estimated Fair Value		0		0
Fair Value, Measurements, Recurring | Level 3 | Residential mortgage loans
Assets
Residential mortgage loans		$ 0		$ 0

[1] ⁽³⁾  Excludes $429.1 million and $83.6 million at September 30, 2019 and December 31, 2018, respectively, of non-Agency mortgage-backed securities and $182.3 million and $224.3 million at September 30, 2019 and December 31, 2018, respectively, of commercial mortgage-backed securities in consolidated VIEs pledged as collateral and eliminated from the Company’s Consolidated Statements of Financial Condition.

[2] ⁽¹⁾  Derived from the audited consolidated financial statements at December 31, 2018.

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DERIVATIVE INSTRUMENTS - Summary of Certain Characteristics of Futures Derivatives (Details) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2019 USD ($)	Dec. 31, 2018 USD ($)
U.S. Treasury futures | 2 Year
Derivative [Line Items]
Weighted Average Underlying Years to Maturity		1 year 11 months 19 days
Derivative Instruments, maturity period	2 years	2 years
U.S. Treasury futures | 2 Year | Notional - Long Positions
Derivative [Line Items]
Notional		$ 0
U.S. Treasury futures | 2 Year | Notional - Short Positions
Derivative [Line Items]
Notional		$ (1,166,000)
U.S. Treasury futures | 5 Year
Derivative [Line Items]
Weighted Average Underlying Years to Maturity	4 years 5 months 1 day	4 years 4 months 20 days
Derivative Instruments, maturity period	5 years	5 years
U.S. Treasury futures | 5 Year | Notional - Long Positions
Derivative [Line Items]
Notional	$ 0	$ 0
U.S. Treasury futures | 5 Year | Notional - Short Positions
Derivative [Line Items]
Notional	$ (5,314,900)	$ (6,359,400)
U.S. Treasury futures | 10 Year and Greater
Derivative [Line Items]
Weighted Average Underlying Years to Maturity	10 years 10 days	7 years 1 month 6 days
Derivative Instruments minimum maturity period (U.S. Treasury Futures / 10 Year and Greater)	10 years	10 years
U.S. Treasury futures | 10 Year and Greater | Notional - Long Positions
Derivative [Line Items]
Notional	$ (2,600,000)	$ 0
U.S. Treasury futures | 10 Year and Greater | Notional - Short Positions
Derivative [Line Items]
Notional	$ (5,151,400)	$ (11,152,600)
Futures contracts
Derivative [Line Items]
Weighted Average Underlying Years to Maturity	7 years 9 months	5 years 10 months 9 days
Futures contracts | Notional - Long Positions
Derivative [Line Items]
Notional	$ (2,600,000)	$ 0
Futures contracts | Notional - Short Positions
Derivative [Line Items]
Notional	(10,466,300)	(18,678,000)
Interest rate swap
Derivative [Line Items]
Notional	$ (73,181,850)	$ (70,465,700)
Weighted Average Underlying Years to Maturity	4 years 3 months 25 days	4 years 3 months 3 days
Derivative, Nonmonetary Notional Amount, Percentage	0.81
Overnight index swap
Derivative [Line Items]
Derivative, Nonmonetary Notional Amount, Percentage	0.19

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VARIABLE INTEREST ENTITIES - Geographic Concentrations of Credit Risk Exceeding 5% of Total Loan Unpaid Principal Balances (Details) - Consolidated VIEs $ in Thousands	9 Months Ended
	Sep. 30, 2019 USD ($)
Commercial Trusts
Concentration Risk [Line Items]
Principal Balance	$ 2,356,097
Commercial Trusts | Texas
Concentration Risk [Line Items]
Principal Balance	476,312
Commercial Trusts | California
Concentration Risk [Line Items]
Principal Balance	459,310
Commercial Trusts | New York
Concentration Risk [Line Items]
Principal Balance	353,800
Commercial Trusts | Florida
Concentration Risk [Line Items]
Principal Balance	163,995
Commercial Trusts | North Carolina
Concentration Risk [Line Items]
Principal Balance	123,026
Commercial Trusts | Other
Concentration Risk [Line Items]
Principal Balance	$ 779,654
Commercial Trusts | Securitized Loans | Geographic Concentration Risk
Concentration Risk [Line Items]
% of Balance	100.00%
Commercial Trusts | Securitized Loans | Geographic Concentration Risk | Texas
Concentration Risk [Line Items]
% of Balance	20.20%
Commercial Trusts | Securitized Loans | Geographic Concentration Risk | California
Concentration Risk [Line Items]
% of Balance	19.50%
Commercial Trusts | Securitized Loans | Geographic Concentration Risk | New York
Concentration Risk [Line Items]
% of Balance	15.00%
Commercial Trusts | Securitized Loans | Geographic Concentration Risk | Florida
Concentration Risk [Line Items]
% of Balance	7.00%
Commercial Trusts | Securitized Loans | Geographic Concentration Risk | North Carolina
Concentration Risk [Line Items]
% of Balance	5.20%
Commercial Trusts | Securitized Loans | Geographic Concentration Risk | Other
Concentration Risk [Line Items]
% of Balance	33.10%
Residential Trusts
Concentration Risk [Line Items]
Principal Balance	$ 84,356
Residential Trusts | Texas
Concentration Risk [Line Items]
Principal Balance	11,202
Residential Trusts | California
Concentration Risk [Line Items]
Principal Balance	37,268
Residential Trusts | Illinois
Concentration Risk [Line Items]
Principal Balance	7,102
Residential Trusts | Washington
Concentration Risk [Line Items]
Principal Balance	5,895
Residential Trusts | Other
Concentration Risk [Line Items]
Principal Balance	$ 22,889
Residential Trusts | Securitized Loans | Geographic Concentration Risk
Concentration Risk [Line Items]
% of Balance	100.00%
Residential Trusts | Securitized Loans | Geographic Concentration Risk | Texas
Concentration Risk [Line Items]
% of Balance	13.30%
Residential Trusts | Securitized Loans | Geographic Concentration Risk | California
Concentration Risk [Line Items]
% of Balance	44.20%
Residential Trusts | Securitized Loans | Geographic Concentration Risk | Illinois
Concentration Risk [Line Items]
% of Balance	8.40%
Residential Trusts | Securitized Loans | Geographic Concentration Risk | Washington
Concentration Risk [Line Items]
% of Balance	7.00%
Residential Trusts | Securitized Loans | Geographic Concentration Risk | Other
Concentration Risk [Line Items]
% of Balance	27.10%

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CAPITAL STOCK - Summary of Dividend Distribution Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018	Jun. 30, 2019
Dividends Payable [Line Items]
Dividends and dividend equivalents declared on common stock and share-based awards	$ 359,736	$ 365,488	$ 1,158,629	$ 1,062,685
Distributions declared per common share (in dollars per share)	$ 0.25	$ 0.30	$ 0.80	$ 0.90
Distributions paid to common stockholders after period end	$ 359,491	$ 102,811	$ 359,491	$ 102,811
Distributions paid per common share after period end (in dollars per share)	$ 0.25	$ 0.08	$ 0.25	$ 0.08
Cumulative and undeclared dividends					$ 300
Series C
Dividends Payable [Line Items]
Preferred dividends declared	$ 742	$ 3,336	$ 7,414	$ 10,987
Preferred series dividends declared (in dollars per share)	$ 0.106	$ 0.477	$ 1.060	$ 1.430
Series D
Dividends Payable [Line Items]
Preferred dividends declared	$ 8,625	$ 8,625	$ 25,875	$ 25,875
Preferred series dividends declared (in dollars per share)	$ 0.469	$ 0.469	$ 1.407	$ 1.406
Series E
Dividends Payable [Line Items]
Preferred dividends declared	$ 0	$ 0	$ 0	$ 2,253
Preferred series dividends declared (in dollars per share)	$ 0	$ 0	$ 0	$ 0.196
Series F
Dividends Payable [Line Items]
Preferred dividends declared	$ 12,510	$ 12,510	$ 37,530	$ 37,530
Preferred series dividends declared (in dollars per share)	$ 0.434	$ 0.434	$ 1.303	$ 1.303
Series G
Dividends Payable [Line Items]
Preferred dividends declared	$ 6,906	$ 6,906	$ 20,718	$ 19,875
Preferred series dividends declared (in dollars per share)	$ 0.406	$ 0.406	$ 1.219	$ 1.169
Series H
Dividends Payable [Line Items]
Preferred dividends declared	$ 0	$ 298	$ 1,862	$ 298
Preferred series dividends declared (in dollars per share)	$ 0	$ 0.135	$ 0.846	$ 0.135
Series I
Dividends Payable [Line Items]
Preferred dividends declared	$ 7,668	$ 0	$ 7,668	$ 0
Preferred series dividends declared (in dollars per share)	$ 0.436	$ 0	$ 0.436	$ 0
Cumulative and undeclared dividends	$ 300		$ 300

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SECURITIES - Portfolio (Details) - USD ($) $ in Thousands		Sep. 30, 2019	Dec. 31, 2018
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		$ 114,328,368	$ 96,602,237
Remaining Premium		5,414,064	5,311,495
Remaining Discount		(159,796)	(192,979)
Amortized Cost		113,858,974	94,853,660
Unrealized Gains		2,574,163	379,619
Unrealized Losses		(339,076)	(2,609,491)
Estimated Fair Value	[1]	116,094,061	92,623,788	[2]
Agency
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		111,644,160	93,835,696
Remaining Premium		5,378,345	5,255,201
Remaining Discount		(41,352)	(43,656)
Amortized Cost		112,324,114	93,040,233
Unrealized Gains		2,471,709	305,893
Unrealized Losses		(333,299)	(2,593,131)
Estimated Fair Value		114,462,524	90,752,995
Agency | Fixed-rate pass-through
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		102,020,108	81,144,650
Remaining Premium		4,321,803	3,810,808
Remaining Discount		(37,466)	(36,987)
Amortized Cost		106,304,445	84,918,471
Unrealized Gains		2,216,560	264,443
Unrealized Losses		(102,943)	(2,130,362)
Estimated Fair Value		108,418,062	83,052,552
Agency | Adjustable-rate pass-through
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		2,338,560	4,835,983
Remaining Premium		123,228	247,981
Remaining Discount		(1,440)	(1,337)
Amortized Cost		2,460,348	5,082,627
Unrealized Gains		11,265	7,127
Unrealized Losses		(56,122)	(151,770)
Estimated Fair Value		2,415,491	4,937,984
Agency | CMO
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		9,623
Remaining Premium		45
Remaining Discount		0
Amortized Cost		9,668
Unrealized Gains		298
Unrealized Losses		0
Estimated Fair Value		9,966
Agency | Interest-only
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		4,657,039	6,007,008
Remaining Premium		899,601	1,179,855
Remaining Discount		0	0
Amortized Cost		899,601	1,179,855
Unrealized Gains		4,311	1,446
Unrealized Losses		(173,304)	(307,412)
Estimated Fair Value		730,608	873,889
Agency | Multifamily
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		2,562,366	1,802,292
Remaining Premium		28,314	12,329
Remaining Discount		(2,446)	(5,332)
Amortized Cost		2,588,234	1,809,289
Unrealized Gains		239,213	32,753
Unrealized Losses		(712)	(3,477)
Estimated Fair Value		2,826,735	1,838,565
Agency | Reverse mortgages
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		56,464	34,650
Remaining Premium		5,354	4,175
Remaining Discount		0	0
Amortized Cost		61,818	38,825
Unrealized Gains		62	69
Unrealized Losses		(218)	(110)
Estimated Fair Value		61,662	38,784
Agency | CMO
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional			11,113
Remaining Premium			53
Remaining Discount			0
Amortized Cost			11,166
Unrealized Gains			55
Unrealized Losses			0
Estimated Fair Value			11,221
Residential credit
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		2,543,608	2,610,620
Remaining Premium		35,376	46,516
Remaining Discount		(110,053)	(139,583)
Amortized Cost		1,402,308	1,657,468
Unrealized Gains		94,155	72,067
Unrealized Losses		(5,777)	(15,500)
Estimated Fair Value		1,490,686	1,714,035
Residential credit | CRT
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		463,982	542,374
Remaining Premium		16,785	28,444
Remaining Discount		(2,258)	(15,466)
Amortized Cost		463,584	555,352
Unrealized Gains		13,492	7,879
Unrealized Losses		(2,311)	(11,134)
Estimated Fair Value		474,765	552,097
Residential credit | CRT Interest-Only Security
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		14,900
Residential credit | Alt-A
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		153,891	202,889
Remaining Premium		255	349
Remaining Discount		(22,816)	(31,238)
Amortized Cost		131,330	172,000
Unrealized Gains		14,307	10,559
Unrealized Losses		0	(198)
Estimated Fair Value		145,637	182,361
Residential credit | Prime
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		267,196	353,108
Remaining Premium		2,223	2,040
Remaining Discount		(18,176)	(23,153)
Amortized Cost		251,243	331,995
Unrealized Gains		18,506	12,821
Unrealized Losses		(29)	(830)
Estimated Fair Value		269,720	343,986
Residential credit | Prime interest-only
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		459,718
Remaining Premium		4,195
Remaining Discount		0
Amortized Cost		4,195
Unrealized Gains		0
Unrealized Losses		(538)
Estimated Fair Value		3,657
Residential credit | Subprime
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		380,293	423,166
Remaining Premium		1,394	1,776
Remaining Discount		(62,355)	(65,005)
Amortized Cost		319,332	359,937
Unrealized Gains		40,883	35,278
Unrealized Losses		(116)	(594)
Estimated Fair Value		360,099	394,621
Residential credit | NPL/RPL
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		28,669	3,431
Remaining Premium		0	0
Remaining Discount		(74)	(30)
Amortized Cost		28,595	3,401
Unrealized Gains		0	37
Unrealized Losses		(41)	0
Estimated Fair Value		28,554	3,438
Residential credit | Prime jumbo (2010 vintage)
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		197,879	225,567
Remaining Premium		1,052	1,087
Remaining Discount		(4,374)	(4,691)
Amortized Cost		194,557	221,963
Unrealized Gains		6,967	1,439
Unrealized Losses		0	(2,744)
Estimated Fair Value		201,524	220,658
Residential credit | Prime jumbo (2010 vintage) Interest-only
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		591,980	860,085
Remaining Premium		9,472	12,820
Remaining Discount		0	0
Amortized Cost		9,472	12,820
Unrealized Gains		0	4,054
Unrealized Losses		(2,742)	0
Estimated Fair Value		6,730	16,874
Total Residential Securities
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		114,187,768	96,446,316
Remaining Premium		5,413,721	5,301,717
Remaining Discount		(151,405)	(183,239)
Amortized Cost		113,726,422	94,697,701
Unrealized Gains		2,565,864	377,960
Unrealized Losses		(339,076)	(2,608,631)
Estimated Fair Value		115,953,210	92,467,030
Commercial Securities
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		140,600	155,921
Remaining Premium		343	9,778
Remaining Discount		(8,391)	(9,740)
Amortized Cost		132,552	155,959
Unrealized Gains		8,299	1,659
Unrealized Losses		0	(860)
Estimated Fair Value		$ 140,851	$ 156,758

[1] ⁽³⁾  Excludes $429.1 million and $83.6 million at September 30, 2019 and December 31, 2018, respectively, of non-Agency mortgage-backed securities and $182.3 million and $224.3 million at September 30, 2019 and December 31, 2018, respectively, of commercial mortgage-backed securities in consolidated VIEs pledged as collateral and eliminated from the Company’s Consolidated Statements of Financial Condition.

[2] ⁽¹⁾  Derived from the audited consolidated financial statements at December 31, 2018.

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INCOME TAXES - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Income Taxes:
REIT Taxable income distributed			100.00%
Income tax benefit	$ (6,907)	$ (7,242)	$ (10,241)	$ (3,416)
Taxable REIT Subsidiary
Income Taxes:
Income tax benefit	$ (6,900)	$ (7,100)	$ (10,200)	$ (3,300)

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SECURITIES - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Investments, Debt and Equity Securities [Abstract]
Residential Investment securities sold, carrying value	$ 11,100.0	$ 9,100.0	$ 30,700.0	$ 14,500.0
Residential Investment securities sold, net realized gains (losses)	$ 76.3	$ (322.4)	$ (50.6)	$ (372.5)

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LOANS - Summary of Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Interest income	$ 152,394	$ 315,623	$ 548,266	$ 1,161,803
Net gains (losses) on disposal of investments			(65,727)	(376,943)
Net income (loss) attributable to Annaly	(747,059)	385,578	(3,372,539)	2,309,297
Residential mortgage loans
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Interest income	37,673	16,423	102,689	45,702
Net gains (losses) on disposal of investments	(9,671)	(2,975)	(19,499)	(7,924)
Net unrealized gains (losses) on instruments measured at fair value through earnings	18,093	(3,633)	61,805	(14,802)
Net income (loss) attributable to Annaly	$ 46,095	$ 9,815	$ 144,995	$ 22,976

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LEASE COMMITMENTS AND CONTINGENCIES - Details of Future Lease Payments (Details) $ in Thousands	Sep. 30, 2019 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2019 (remaining)	$ 928
2020	3,799
2021	3,918
2022	3,862
2023	3,862
Later years	6,757
Total lease payments	23,126
Less imputed interest	1,909
Present value of lease liabilities	$ 21,217

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REAL ESTATE (Tables)

9 Months Ended

Sep. 30, 2019

Real Estate Properties Base Purchase Price [Abstract]

Schedule of Useful Lives of Investments in Commercial Real Estate

Real estate investments are depreciated using the straight-line method over the estimated useful lives of the assets, summarized as follows:

Category	Term
Building and building improvements	1 - 44 years
Furniture and fixtures	1 - 4 years

Summary of Real Estate

	September 30, 2019			December 31, 2018
Real estate, net	(dollars in thousands)
Land	$	128,114		$	128,742
Buildings and improvements	582,555			581,320
Furniture, fixtures and equipment	11,058			11,602
Subtotal	721,727			721,664
Less: accumulated depreciation	(84,065		)	(67,026		)
Total real estate held for investment, at amortized cost, net	637,662			654,638
Equity in unconsolidated joint ventures	87,846			84,835
Total real estate, net	$	725,508		$	739,473

Minimum Future Rentals on Non-cancelable Leases

Approximate future minimum rents to be received over the next five years and thereafter for non-cancelable operating leases in effect at September 30, 2019 for consolidated investments in real estate are as follows:

September 30, 2019
(dollars in thousands)
2019 (remaining)	$	16,193
2020	48,094
2021	47,444
2022	43,597
2023	40,804
Later years	213,676
Total	$	409,808

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SECURITIES (Tables)

9 Months Ended

Sep. 30, 2019

Investments, Debt and Equity Securities [Abstract]

Rollforward of Company's Securities

The following represents a rollforward of the activity for the Company’s securities for the nine months ended September 30, 2019:

	Residential Securities			Commercial Securities			Total
	(dollars in thousands)
Beginning balance January 1, 2019	$	92,467,030		$	156,758		$	92,623,788
Purchases	50,982,244			111,582			51,093,826
Sales	(19,793,722		)	(92,366		)	(19,886,088		)
Principal paydowns	(11,215,154		)	(43,170		)	(11,258,324		)
(Amortization) / accretion	(942,429		)	548			(941,881		)
Fair value adjustment	4,455,241			7,499			4,462,740
Ending balance September 30, 2019	$	115,953,210		$	140,851		$	116,094,061

Schedule of Available-for-sale Securities Reconciliation

The following tables present the Company’s securities portfolio that was carried at their fair value at September 30, 2019 and December 31, 2018:

	September 30, 2019
	Principal / Notional		Remaining Premium		Remaining Discount			Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Agency	(dollars in thousands)
Fixed-rate pass-through	$	102,020,108	$	4,321,803	$	(37,466	)	$	106,304,445	$	2,216,560	$	(102,943	)	$	108,418,062
Adjustable-rate pass-through	2,338,560		123,228		(1,440		)	2,460,348		11,265		(56,122		)	2,415,491
CMO	9,623		45		—			9,668		298		—			9,966
Interest-only	4,657,039		899,601		—			899,601		4,311		(173,304		)	730,608
Multifamily	2,562,366		28,314		(2,446		)	2,588,234		239,213		(712		)	2,826,735
Reverse mortgages	56,464		5,354		—			61,818		62		(218		)	61,662
Total agency securities	$	111,644,160	$	5,378,345	$	(41,352	)	$	112,324,114	$	2,471,709	$	(333,299	)	$	114,462,524
Residential credit
CRT (1)	$	463,982	$	16,785	$	(2,258	)	$	463,584	$	13,492	$	(2,311	)	$	474,765
Alt-A	153,891		255		(22,816		)	131,330		14,307		—			145,637
Prime	267,196		2,223		(18,176		)	251,243		18,506		(29		)	269,720
Prime interest-only	459,718		4,195		—			4,195		—		(538		)	3,657
Subprime	380,293		1,394		(62,355		)	319,332		40,883		(116		)	360,099
NPL/RPL	28,669		—		(74		)	28,595		—		(41		)	28,554
Prime jumbo (>=2010 vintage)	197,879		1,052		(4,374		)	194,557		6,967		—			201,524
Prime jumbo (>=2010 vintage) Interest-only	591,980		9,472		—			9,472		—		(2,742		)	6,730
Total residential credit securities	$	2,543,608	$	35,376	$	(110,053	)	$	1,402,308	$	94,155	$	(5,777	)	$	1,490,686
Total Residential Securities	$	114,187,768	$	5,413,721	$	(151,405	)	$	113,726,422	$	2,565,864	$	(339,076	)	$	115,953,210
Commercial
Commercial Securities	$	140,600	$	343	$	(8,391	)	$	132,552	$	8,299	$	—		$	140,851
Total securities	$	114,328,368	$	5,414,064	$	(159,796	)	$	113,858,974	$	2,574,163	$	(339,076	)	$	116,094,061
	December 31, 2018
	Principal / Notional		Remaining Premium		Remaining Discount			Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Agency	(dollars in thousands)
Fixed-rate pass-through	$	81,144,650	$	3,810,808	$	(36,987	)	$	84,918,471	$	264,443	$	(2,130,362	)	$	83,052,552
Adjustable-rate pass-through	4,835,983		247,981		(1,337		)	5,082,627		7,127		(151,770		)	4,937,984
CMO	11,113		53		—			11,166		55		—			11,221
Interest-only	6,007,008		1,179,855		—			1,179,855		1,446		(307,412		)	873,889
Multifamily	1,802,292		12,329		(5,332		)	1,809,289		32,753		(3,477		)	1,838,565
Reverse mortgages	34,650		4,175		—			38,825		69		(110		)	38,784
Total agency investments	$	93,835,696	$	5,255,201	$	(43,656	)	$	93,040,233	$	305,893	$	(2,593,131	)	$	90,752,995
Residential credit
CRT	$	542,374	$	28,444	$	(15,466	)	$	555,352	$	7,879	$	(11,134	)	$	552,097
Alt-A	202,889		349		(31,238		)	172,000		10,559		(198		)	182,361
Prime	353,108		2,040		(23,153		)	331,995		12,821		(830		)	343,986
Subprime	423,166		1,776		(65,005		)	359,937		35,278		(594		)	394,621
NPL/RPL	3,431		—		(30		)	3,401		37		—			3,438
Prime jumbo (>=2010 vintage)	225,567		1,087		(4,691		)	221,963		1,439		(2,744		)	220,658
Prime jumbo (>=2010 vintage) Interest-only	860,085		12,820		—			12,820		4,054		—			16,874
Total residential credit securities	$	2,610,620	$	46,516	$	(139,583	)	$	1,657,468	$	72,067	$	(15,500	)	$	1,714,035
Total Residential Securities	$	96,446,316	$	5,301,717	$	(183,239	)	$	94,697,701	$	377,960	$	(2,608,631	)	$	92,467,030
Commercial
Commercial Securities	$	155,921	$	9,778	$	(9,740	)	$	155,959	$	1,659	$	(860	)	$	156,758
Total securities	$	96,602,237	$	5,311,495	$	(192,979	)	$	94,853,660	$	379,619	$	(2,609,491	)	$	92,623,788

⁽¹⁾

Principal/Notional amount includes $14.9 million of a CRT interest-only security as of September 30, 2019.

Types of Agency Mortgage Backed Securities

The following table presents the Company’s Agency mortgage-backed securities portfolio by issuing Agency concentration at September 30, 2019 and December 31, 2018:

 

	September 30, 2019		December 31, 2018
Investment Type	(dollars in thousands)
Fannie Mae	$	73,707,294	$	60,270,432
Freddie Mac	40,592,878		30,397,556
Ginnie Mae	162,352		85,007
Total	$	114,462,524	$	90,752,995

Schedule of Residential Investment Securities by Estimated Weighted Average Life Classification

The following table summarizes the Company’s Residential Securities at September 30, 2019 and December 31, 2018, according to their estimated weighted average life classifications:

	September 30, 2019				December 31, 2018
	Estimated Fair Value		Amortized Cost		Estimated Fair Value		Amortized Cost
Estimated weighted average life	(dollars in thousands)
Less than one year	$	5,508	$	6,454	$	13,447	$	13,670
Greater than one year through five years	58,857,860		57,504,374		11,710,172		11,928,973
Greater than five years through ten years	57,032,062		56,163,913		80,202,479		82,218,464
Greater than ten years	57,780		51,681		540,932		536,594
Total	$	115,953,210	$	113,726,422	$	92,467,030	$	94,697,701

Schedule of Continuous Unrealized Loss Position

The following table presents the gross unrealized losses and estimated fair value of the Company’s Agency mortgage-backed securities, accounted for as available-for-sale where the fair value option has not been elected, by length of time that such securities have been in a continuous unrealized loss position at September 30, 2019 and December 31, 2018.

	September 30, 2019						December 31, 2018
	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	$	3,524,012	$	(17,042	)	45	$	22,418,036	$	(432,352	)	713
12 Months or more	13,989,400		(142,735		)	506	43,134,843		(1,853,257		)	1,476
Total	$	17,513,412	$	(159,777	)	551	$	65,552,879	$	(2,285,609	)	2,189
(1)     Excludes interest-only mortgage-backed securities and reverse mortgages.

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SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2019

Accounting Policies [Abstract]

Basis of Presentation

The accompanying consolidated financial statements and related notes of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”).

Principles of Consolidation

Principles of Consolidation – The consolidated financial statements include the accounts of the entities where the Company has a controlling financial interest. In order to determine whether the Company has a controlling financial interest, it first evaluates whether an entity is a voting interest entity (“VOE”) or a variable interest entity (“VIE”). All intercompany balances and transactions have been eliminated in consolidation.

Voting Interest Entities

Voting Interest Entities – A VOE is an entity that has sufficient equity and in which equity investors have a controlling financial interest. The Company consolidates VOEs where it has a majority of the voting equity of such VOE.

Variable Interest Entities

Variable Interest Entities – A VIE is defined as 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. A VIE is required to be consolidated by its primary beneficiary, which is defined as the party that has both (i) the power to control the activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The Company performs ongoing reassessments of whether changes in the facts and circumstances regarding the Company’s involvement with a VIE causes the Company’s consolidation conclusion to change. Refer to the “Variable Interest Entities” Note for further information.

Upon consolidation, the Company elected the fair value option for the financial assets and liabilities of the Commercial Trusts in order to avoid an accounting mismatch, and to represent more faithfully the economics of its interest in the entities. The fair value option requires that changes in fair value be reflected in the Company’s Consolidated Statements of Comprehensive Income (Loss). The Company applied the practical expedient under ASU 2014-07, whereby the Company determines whether the fair value of the financial assets or financial liabilities is more observable as a basis for measuring the less observable financial instruments. The Company has determined that the fair value of the financial liabilities of the Commercial Trusts are more observable, since the prices for these liabilities are primarily available from third-party pricing services utilized for multifamily mortgage-backed securities, while the individual assets of the trusts are inherently less capable of precise measurement given their illiquid nature and the limitations on available information related to these assets. Given that the Company’s methodology for valuing the financial assets of the Commercial Trusts are an aggregate fair value derived from the fair value of the financial liabilities, the Company has determined that the fair value of each of the financial assets in their entirety should be classified in Level 2 of the fair value measurement hierarchy.

The FREMF Trusts are VIEs and the Company is considered to be the primary beneficiary as a result of its ability to replace the special servicer without cause through its ownership of the Class C Certificates and its current designation as the directing certificate holder.The Company consolidates a securitization trust, which is included in “Residential Trusts” in the tables below, that issued residential mortgage-backed securities that are collateralized by residential mortgage loans that had been transferred to the trust by one of the Company’s subsidiaries. The Company owns the subordinate securities, and a subsidiary of the Company continues to be the master servicer. As such, the Company is deemed to be the primary beneficiary of the residential mortgage trust and consolidates the entity. The Company has elected the fair value option for the financial assets and liabilities of this VIE, but has not elected to apply the practical expedient under ASU 2014-13 as prices of both the financial assets and financial liabilities of the residential mortgage trust are available from third-party pricing services.

Equity Method Investments

Equity Method Investments - For entities that are not consolidated, but where the Company has significant influence over the operating or financial decisions of the entity, the Company accounts for the investment under the equity method of accounting. In accordance with the equity method of accounting, the Company will recognize its share of earnings or losses of the investee in the period in which they are reported by the investee. The Company also considers whether there are any indicators of other-than-temporary impairment of joint ventures accounted for under the equity method. These investments are included in Real estate, net and Other assets with income or loss included in Other income (loss).

Cash and Cash Equivalents

Cash and Cash Equivalents – Cash and cash equivalents include cash on hand, cash held in money market funds on an overnight basis and cash pledged as collateral with counterparties. Cash deposited with clearing organizations is carried at cost, which approximates fair value.

Equity Securities

Equity Securities – The Company may invest in equity securities that are not accounted for under the equity method or do not result in consolidation. These equity securities are required to be reported at fair value with unrealized gains and losses reported in the Consolidated Statements of Comprehensive Income (Loss) as Net unrealized gains (losses) on instruments measured at fair value through earnings, unless the securities do not have readily determinable fair values.  For such equity securities without readily determinable fair values, the Company has elected to carry the securities at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the same issuer. For equity securities carried at fair value through earnings, dividends are recorded in earnings on the declaration date. Dividends from equity securities without readily determinable fair values are recognized as income when received to the extent they are distributed from net accumulated earnings.

Fair Value Measurements and the Fair Value Option

Fair Value Measurements and the Fair Value Option – The Company reports various investments at fair value, including certain eligible financial instruments elected to be accounted for under the fair value option (“FVO”). The Company chooses to elect the fair value option in order to simplify the accounting treatment for certain financial instruments. Items for which the fair value option has been elected are presented at fair value in the Consolidated Statements of Financial Condition and any change in fair value is recorded in Net unrealized gains (losses) on instruments measured at fair value through earnings in the Consolidated Statements of Comprehensive Income (Loss). For additional information regarding financial instruments for which the Company has elected the fair value option see the table in the “Financial Instruments” Note.

Refer to the “Fair Value Measurements” Note for a complete discussion on the methodology utilized by the Company to estimate the fair value of certain financial instruments.

The Company follows fair value guidance in accordance with GAAP to account for its financial instruments that are accounted for at fair value. The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

GAAP requires classification of financial instruments into a three-level hierarchy based on the priority of the inputs to the valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest priority input that is significant to the fair value measurement of the instrument. Financial assets and liabilities recorded at fair value on the Consolidated Statements of Financial Condition or disclosed in the related notes are categorized based on the inputs to the valuation techniques as follows:

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets and liabilities in active markets.

Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 – inputs to the valuation methodology are unobservable and significant to overall fair value.

Offsetting Assets and Liabilities

Offsetting Assets and Liabilities - The Company elected to present all derivative instruments on a gross basis as discussed in the “Derivative Instruments” Note. Reverse repurchase and repurchase agreements are presented net in the Consolidated Statements of Financial Condition if they are subject to netting agreements and they meet the offsetting criteria. Please see below and refer to the “Secured Financing” Note for further discussion on reverse repurchase and repurchase agreements.

Derivative Instruments

Derivative Instruments – Derivatives are accounted for in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging, which requires recognition of all derivatives as either assets or liabilities at fair value in the Consolidated Statements of Financial Condition with changes in fair value recognized in the Consolidated Statements of Comprehensive Income (Loss). The changes in the estimated fair value are presented within Net gains (losses) on other derivatives with the exception of interest rate swaps which are separately presented. None of the Company’s derivative transactions have been designated as hedging instruments for accounting purposes. Refer to the “Derivative Instruments” Note for further discussion.

Stock Based Compensation

Stock Based Compensation – The Company is required to measure and recognize in the consolidated financial statements the compensation cost relating to share-based payment transactions. The Company recognizes compensation expense ratably over the requisite service period for the entire award.

Interest Income

Interest Income - The Company recognizes coupon income, which is a component of interest income, based upon the outstanding principal amounts of the financial instruments and their contractual terms. In addition, the Company amortizes or accretes premiums or discounts into interest income for its Agency mortgage-backed securities (other than multifamily securities), taking into account estimates of future principal prepayments in the calculation of the effective yield.  The Company recalculates 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 premium amortization adjustment 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.

Premiums or discounts associated with the purchase of Agency interest-only securities, reverse mortgages and residential credit securities are amortized or accreted into interest income based upon current expected future cash flows with any adjustment to yield made on a prospective basis.

Premiums and discounts associated with the purchase of residential mortgage loans and with those transferred or pledged to securitization trusts are primarily amortized or accreted into interest income over their estimated remaining lives using the effective interest rates inherent in the estimated cash flows from the mortgage loans. Amortization of premiums and accretion of discounts are presented in Interest income in the Consolidated Statements of Comprehensive Income (Loss). Refer to the “Interest Income and Interest Expense” Note for further discussion of interest income.

Income Taxes

Income Taxes – The Company has elected to be taxed as a REIT and intends to comply with the provisions of the Code, with respect thereto. As a REIT, the Company will not incur federal income tax to the extent that it distributes its taxable income to its stockholders. The Company and certain of its direct and indirect subsidiaries have made separate joint elections to treat these subsidiaries as taxable REIT subsidiaries (“TRSs”).  As such, each of these TRSs is taxable as a domestic C corporation and subject to federal, state and local income taxes based upon its taxable income. Refer to the “Income Taxes” Note for further discussion on income taxes.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

The Company considers the applicability and impact of all Accounting Standards Updates (“ASUs”).  ASUs not listed below were not applicable, not expected to have a significant impact on the Company’s consolidated financial statements when adopted or did not have a significant impact on the Company’s consolidated financial statements upon adoption.

Standard	Description	Effective Date	Effect on the Financial Statements or Other Significant Matters
Standards that are not yet adopted
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 certain 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 plans to adopt the new standard on January 1, 2020. 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. The Company has decided to apply a probability of default methodology to loans and loan commitments that will be impacted by the adoption and is determining appropriate internal controls and financial statement disclosures. Key implementation efforts have included initiating a parallel process including model testing and validation and development of internal controls. The Company expects an increase in the allowance as a result of adoption of the new guidance, but does not expect that the increase will be significant. The ultimate impact will depend on the Company’s portfolio, the macroeconomic conditions and forecast, and other management assumptions as of the date of adoption. Further, based on the amended guidance for available-for-sale debt securities, the Company does not expect a significant impact to its securities portfolio.
Standard	Description	Effective Date	Effect on the Financial Statements or Other Significant Matters
Standards that were adopted
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	The amendments are expected to result in fewer transactions being accounted for as business combinations.
ASU 2016-15 Statement of cash flows (Topic 230): Classification of certain cash receipts and cash payments	This update provides specific guidance on certain cash flow classification issues, including classification of cash receipts and payments that have aspects of more than one class of cash flows. If cash flows cannot be separated by source or use, the appropriate classification should depend on the activity that is likely to be the predominant source or use of cash flows.	January 1, 2018	As a result of adopting this standard, the Company reclassified its cash flows on reverse repurchase and repurchase agreements entered into by Arcola Securities, Inc. (“Arcola”) from operating activities to investing and financing activities, respectively, in the Consolidated Statements of Cash Flows. The Company applied the retrospective transition method, which resulted in reclassification of comparative periods.

Nonaccrual Status

Nonaccrual Status – If collection of a loan’s principal or interest is in doubt or the loan is 90 days or more past due, interest income is not accrued. For nonaccrual status loans carried at fair value or held for sale, interest is not accrued, but is recognized on a cash basis. For nonaccrual status loans carried at amortized cost, if collection of principal is not in doubt, but collection of interest is in doubt, interest income is recognized on a cash basis. If collection of principal is in doubt, any interest received is applied against principal until collectability of the remaining balance is no longer in doubt; at that point, any interest income is recognized on a cash basis. Generally, a loan is returned to accrual status when the borrower has resumed paying the full amount of the scheduled contractual obligation, if all principal and interest amounts contractually due are reasonably assured of repayment within a reasonable period of time and there is a sustained period of repayment performance by the borrower.

Allowance for Losses

Allowance for Losses – The Company evaluates the need for a loss reserve on its loans. A provision for loan losses may be established when it is probable the Company will not collect amounts contractually due or all amounts previously estimated to be collectible. Management assesses the credit quality of the portfolio and adequacy of loan loss reserves on a quarterly basis, or more frequently as necessary. Significant judgment is required in this analysis. Depending on the expected recovery of its investment, the Company considers the estimated net recoverable value of the loans as well as other factors, including but not limited to the fair value of any collateral, the amount and the status of any senior debt, the prospects for the borrower and the competitive landscape where the borrower conducts business. To determine if loan loss allowances are required on investments in corporate debt, the Company reviews the monthly and/or quarterly financial statements of the borrowers, verifies loan compliance packages, if applicable, and analyzes current results relative to budgets and sensitivities performed at inception of the investment.  Because these determinations are based upon projections of future economic events, which are inherently subjective, the amounts ultimately realized may differ materially from the carrying value as of the reporting date.

The Company may be exposed to various levels of credit risk depending on the nature of its investments and credit enhancements, if any, supporting its assets. The Company’s core investment process includes procedures related to the initial approval and periodic monitoring of credit risk and other risks associated with each investment.  The Company’s investment underwriting procedures include evaluation of the underlying borrowers’ ability to manage and operate their respective properties or companies.  Management reviews loan-to-value metrics at origination or acquisition of a new investment and if events occur that trigger re-evaluation by management.

Management generally reviews the most recent financial information produced by the borrower, which may include, but is not limited to, net operating income (“NOI”), debt service coverage ratios, property debt yields (net cash flow or NOI divided by the amount of outstanding indebtedness), loan per unit and rent rolls relating to each of the Company’s commercial real estate loans and preferred equity interests (“CRE Debt and Preferred Equity Investments”), and may consider other factors management deems important. Management also reviews market pricing to determine each borrower’s ability to refinance their respective assets at the maturity of each loan, economic trends (both macro and those affecting the property specifically), and the supply and demand of competing projects in the sub-market in which each subject property is located.  Management monitors the financial condition and operating results of its borrowers and continually assesses the future outlook of the borrower’s financial performance in light of industry developments, management changes and company-specific considerations.

The Company’s internal loan risk ratings are based on the guidance provided by the Office of the Comptroller of the Currency for commercial real estate lending. The Company’s internal risk rating categories include “Performing”, “Performing - Closely Monitored”, “Performing - Special Mention”, “Substandard”, “Doubtful” or “Loss”. Performing loans meet all present contractual obligations. Performing - Closely Monitored loans meet all present contractual obligations, but are transitional or could be exhibiting some weakness in both leverage and liquidity. Performing - Special Mention loans meet all present contractual obligations, but exhibit potential weakness that deserves management’s close attention and if uncorrected, may result in deterioration of repayment prospects. Substandard loans are inadequately protected by sound worth and paying capacity of the obligor or of the collateral pledged with a distinct possibility that loss will be sustained if some of the deficiencies are not corrected. Doubtful loans are Substandard loans whereby collection of all contractual principal and interest is highly questionable or improbable. Loss loans are considered uncollectible.

Residential Mortgage Loans

At September 30, 2019 and December 31, 2018, commercial real estate investments held for investment were comprised of the following:

	September 30, 2019						December 31, 2018
	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	$	434,949	$	432,460	30.2	%	$	988,248	$	981,202	75.6	%
Senior securitized mortgages (3)	814,423		810,005		56.5	%	—		—		—	%
Mezzanine loans	192,065		178,969		13.3	%	319,663		315,601		24.4	%
Total	$	1,441,437	$	1,421,434	100.0	%	$	1,307,911	$	1,296,803	100.0	%

⁽¹⁾  Carrying value includes unamortized origination fees of $7.3 million and $7.6 million at September 30, 2019 and December 31, 2018, respectively.

⁽²⁾  Based on outstanding principal.

⁽³⁾  Assets of a consolidated VIE.

The following tables represent a rollforward of the activity for the Company’s commercial real estate investments held for investment at September 30, 2019 and December 31, 2018:

September 30, 2019
	Senior Mortgages			Senior Securitized Mortgages (1)			Mezzanine Loans			Total
	(dollars in thousands)
Net carrying value (January 1, 2019)	$	981,202		$	—		$	315,601		$	1,296,803
Originations & advances (principal)	376,651			964,473			21,032			1,362,156
Principal payments	(16,099		)	(150,050		)	(139,955		)	(306,104		)
Transfers	(913,849		)	—			(8,675		)	(922,524		)
Net (increase) decrease in origination fees	2,972			(6,999		)	(184		)	(4,211		)
Amortization of net origination fees	1,583			2,581			357			4,521
Allowance for loan losses	—			—			(9,207		)	(9,207		)
Net carrying value (September 30, 2019)	$	432,460		$	810,005		$	178,969		$	1,421,434

December 31, 2018
	Senior Mortgages			Mezzanine Loans			Preferred Equity			Total
	(dollars in thousands)
Net carrying value (January 1, 2018)	$	625,900		$	394,442		$	8,985		$	1,029,327
Originations & advances (principal)	575,953			52,224			—			628,177
Principal payments	(216,849		)	(127,575		)	(9,000		)	(353,424		)
Net (increase) decrease in origination fees	(6,624		)	(370		)	—			(6,994		)
Amortization of net origination fees	2,822			376			15			3,213
Allowance for loan losses	—			(3,496		)	—			(3,496		)
Net carrying value (December 31, 2018)	$	981,202		$	315,601		$	—		$	1,296,803
(1)    Assets of a consolidated VIE.

The Company’s residential mortgage loans are primarily comprised of performing adjustable-rate and fixed-rate whole loans. Additionally, the Company consolidates a collateralized financing entity that securitized prime adjustable-rate jumbo residential mortgage loans. The Company also consolidates securitization trusts in which it had purchased subordinated securities because it also has certain powers and rights to direct the activities of such trusts. Refer to the “Variable Interest Entities” Note for further information related to the Company’s consolidated residential mortgage loan trusts.

Fair Value of Financial Instruments

The Company designates its securities as trading, available-for-sale or held-to-maturity depending upon the type of security and the Company’s intent and ability to hold such security to maturity. Securities classified as available-for-sale and trading are reported at fair value on a recurring basis.

The following is a description of the valuation methodologies used for instruments carried at fair value. These methodologies are applied to assets and liabilities across the three-level fair value hierarchy, with the observability of inputs determining the appropriate level.

Futures contracts are valued using quoted prices for identical instruments in active markets and are classified as Level 1.

Residential Securities, interest rate swaps, swaptions and other derivatives are valued using quoted prices or internally estimated prices for similar assets using internal models. The Company incorporates common market pricing methods, including a spread measurement to the Treasury curve as well as underlying characteristics of the particular security including coupon, prepayment speeds, periodic and life caps, rate reset period and expected life of the security in its estimates of fair value. Fair value estimates for residential mortgage loans are generated by a discounted cash flow model and are primarily based on observable market-based inputs including discount rates, prepayment speeds, delinquency levels, and credit losses. Management reviews and indirectly corroborates its estimates of the fair value derived using internal models by comparing its results to independent prices provided by dealers in the securities and/or third party pricing services. Certain liquid asset classes, such as Agency fixed-rate pass-throughs, may be priced using independent sources such as quoted prices for TBA securities.

Residential Securities, residential mortgage loans, interest rate swap and swaption markets, TBA derivatives and MBS options are considered to be active markets such that participants transact with sufficient frequency and volume to provide transparent pricing information on an ongoing basis. The liquidity of the Residential Securities, residential mortgage loans, interest rate swaps, swaptions, TBA derivatives and MBS options markets and the similarity of the Company’s securities to those actively traded enable the Company to observe quoted prices in the market and utilize those prices as a basis for formulating fair value measurements. Consequently, the Company has classified Residential Securities, residential mortgage loans, interest rate swaps, swaptions, TBA derivatives and MBS options as Level 2 inputs in the fair value hierarchy.

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. Consequently, commercial real estate debt investments carried at fair value are classified as Level 2.

For the fair value of debt issued by securitization vehicles, refer to the Note titled “Variable Interest Entities” for additional information.

The Company classifies its investments in MSRs as Level 3 in the fair value measurements hierarchy. Fair value estimates for these investments are obtained from models, which use significant unobservable inputs in their valuations. These valuations primarily utilize discounted cash flow models that incorporate unobservable market data inputs including prepayment rates, delinquency levels, costs to service and discount rates. Model valuations are then compared to valuations obtained from third-party pricing providers. Management reviews the valuations received from third-party pricing providers and uses them as a point of comparison to modeled values. The valuation of MSRs requires significant judgment by management and the third-party pricing providers. Assumptions used for which there is a lack of observable inputs may significantly impact the resulting fair value and therefore the Company’s financial statements.

Goodwill and Intangible Assets

The Company’s acquisitions are accounted for using the acquisition method if the acquisition is deemed to be a business. Under the acquisition method, net assets and results of operations of acquired companies are included in the consolidated financial statements from the date of acquisition. The purchase prices are allocated to the assets acquired, including identifiable intangible assets, and the liabilities assumed based on their estimated fair values at the date of acquisition. The excess of the purchase price over the fair value of the net assets acquired is recognized as goodwill. Conversely, any excess of the fair value of the net assets acquired over the purchase price is recognized as a bargain purchase gain.

The Company tests goodwill for impairment on an annual basis or more frequently when events or circumstances may make it more likely than not that an impairment has occurred. If a qualitative analysis indicates that there may be an impairment, a quantitative analysis is performed.  The quantitative impairment test for goodwill utilizes a two-step approach, whereby the Company compares the carrying value of each identified reporting unit to its fair value.  If the carrying value of the reporting unit is greater than its fair value, the second step is performed, where the implied fair value of goodwill is compared to its carrying value. The Company recognizes an impairment charge for the amount by which the carrying amount of goodwill exceeds its fair value.

Secured Financing

Reverse Repurchase and Repurchase Agreements – The Company finances a significant portion of its assets with repurchase agreements. At the inception of each transaction, the Company assessed each of the specified criteria in ASC 860, Transfers and Servicing, and has determined that each of the financing agreements meet the specified criteria in this guidance.

The Company enters into reverse repurchase agreements to earn a yield on excess cash balances. The Company obtains collateral in connection with the reverse repurchase agreements in order to mitigate credit risk exposure to its counterparties.

Reverse repurchase agreements and repurchase agreements with the same counterparty and the same maturity are presented net in the Consolidated Statements of Financial Condition when the terms of the agreements meet the criteria to permit netting. The Company reports cash flows on repurchase agreements as financing activities and cash flows on reverse repurchase agreements as investing activities in the Consolidated Statements of Cash Flows.

Contingencies

Contingencies

From time to time, the Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material effect on the Company’s consolidated financial statements.

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MORTGAGE SERVICING RIGHTS

9 Months Ended

Sep. 30, 2019

Transfers and Servicing [Abstract]

MORTGAGE SERVICING RIGHTS

7. MORTGAGE SERVICING RIGHTS

The Company owns variable interests in an entity that invests in MSRs. Refer to the “Variable Interest Entities” Note for a detailed discussion on this topic.

MSRs represent the rights associated with servicing pools of residential mortgage loans. The Company and its subsidiaries do not originate or directly service residential mortgage loans. Rather, these activities are carried out by duly licensed subservicers who perform substantially all servicing functions for the loans underlying the MSRs. The Company intends to hold the MSRs as investments and elected to account for all of its investments in MSRs at fair value. As such, they are recognized at fair value on the accompanying Consolidated Statements of Financial Condition with changes in the estimated fair value presented as a component of Net unrealized gains (losses) on instruments measured at fair value through earnings in the Consolidated Statements of Comprehensive Income (Loss). Servicing income, net of servicing expenses, is reported in Other income (loss) in the Consolidated Statements of Comprehensive Income (Loss).

The following table presents activity related to MSRs for the three and nine months ended September 30, 2019 and 2018:

 

	Three Months Ended						Nine Months Ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
	(dollars in thousands)
Fair value, beginning of period	$	425,328		$	599,014		$	557,813		$	580,860
Change in fair value due to:
Changes in valuation inputs or assumptions (1)	(17,312		)	(19,913		)	(116,150		)	(61,011		)
Other changes, including realization of expected cash flows	(21,965		)	9,732			(55,612		)	68,984
Fair value, end of period	$	386,051		$	588,833		$	386,051		$	588,833
(1)     Principally represents changes in discount rates and prepayment speed inputs used in valuation model, primarily due to changes in interest rates.

For the three and nine months ended September 30, 2019, the Company recognized $27.7 million and $82.9 million, respectively, and for the three and nine months ended September 30, 2018, the Company recognized $27.7 million and $83.8 million, respectively, of net servicing income from MSRs in Other income (loss) in the Consolidated Statements of Comprehensive Income (Loss).

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FAIR VALUE MEASUREMENTS

9 Months Ended

Sep. 30, 2019

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

11. FAIR VALUE MEASUREMENTS

The Company follows fair value guidance in accordance with GAAP to account for its financial instruments that are accounted for at fair value. The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

GAAP requires classification of financial instruments into a three-level hierarchy based on the priority of the inputs to the valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest priority input that is significant to the fair value measurement of the instrument. Financial assets and liabilities recorded at fair value on the Consolidated Statements of Financial Condition or disclosed in the related notes are categorized based on the inputs to the valuation techniques as follows:

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets and liabilities in active markets.

Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 – inputs to the valuation methodology are unobservable and significant to overall fair value.

The Company designates its securities as trading, available-for-sale or held-to-maturity depending upon the type of security and the Company’s intent and ability to hold such security to maturity. Securities classified as available-for-sale and trading are reported at fair value on a recurring basis.

The following is a description of the valuation methodologies used for instruments carried at fair value. These methodologies are applied to assets and liabilities across the three-level fair value hierarchy, with the observability of inputs determining the appropriate level.

Futures contracts are valued using quoted prices for identical instruments in active markets and are classified as Level 1.

Residential Securities, interest rate swaps, swaptions and other derivatives are valued using quoted prices or internally estimated prices for similar assets using internal models. The Company incorporates common market pricing methods, including a spread measurement to the Treasury curve as well as underlying characteristics of the particular security including coupon, prepayment speeds, periodic and life caps, rate reset period and expected life of the security in its estimates of fair value. Fair value estimates for residential mortgage loans are generated by a discounted cash flow model and are primarily based on observable market-based inputs including discount rates, prepayment speeds, delinquency levels, and credit losses. Management reviews and indirectly corroborates its estimates of the fair value derived using internal models by comparing its results to independent prices provided by dealers in the securities and/or third party pricing services. Certain liquid asset classes, such as Agency fixed-rate pass-throughs, may be priced using independent sources such as quoted prices for TBA securities.

Residential Securities, residential mortgage loans, interest rate swap and swaption markets, TBA derivatives and MBS options are considered to be active markets such that participants transact with sufficient frequency and volume to provide transparent pricing information on an ongoing basis. The liquidity of the Residential Securities, residential mortgage loans, interest rate swaps, swaptions, TBA derivatives and MBS options markets and the similarity of the Company’s securities to those actively traded enable the Company to observe quoted prices in the market and utilize those prices as a basis for formulating fair value measurements. Consequently, the Company has classified Residential Securities, residential mortgage loans, interest rate swaps, swaptions, TBA derivatives and MBS options as Level 2 inputs in the fair value hierarchy.

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. Consequently, commercial real estate debt investments carried at fair value are classified as Level 2.

For the fair value of debt issued by securitization vehicles, refer to the Note titled “Variable Interest Entities” for additional information.

The Company classifies its investments in MSRs as Level 3 in the fair value measurements hierarchy. Fair value estimates for these investments are obtained from models, which use significant unobservable inputs in their valuations. These valuations primarily utilize discounted cash flow models that incorporate unobservable market data inputs including prepayment rates, delinquency levels, costs to service and discount rates. Model valuations are then compared to valuations obtained from third-party pricing providers. Management reviews the valuations received from third-party pricing providers and uses them as a point of comparison to modeled values. The valuation of MSRs requires significant judgment by management and the third-party pricing providers. Assumptions used for which there is a lack of observable inputs may significantly impact the resulting fair value and therefore the Company’s financial statements. 

The following tables present the estimated fair values of financial instruments measured at fair value on a recurring basis. There were no transfers between levels of the fair value hierarchy during the periods presented.

September 30, 2019
	Level 1		Level 2		Level 3		Total
Assets	(dollars in thousands)
Securities
Agency mortgage-backed securities	$	—	$	114,462,524	$	—	$	114,462,524
Credit risk transfer securities	—		474,765		—		474,765
Non-Agency mortgage-backed securities	—		1,015,921		—		1,015,921
Commercial mortgage-backed securities	—		140,851		—		140,851
Loans
Residential mortgage loans	—		1,219,402		—		1,219,402
Mortgage servicing rights	—		—		386,051		386,051
Assets transferred or pledged to securitization vehicles	—		3,878,139		—		3,878,139
Derivative assets
Interest rate swaps	—		2,556		—		2,556
Other derivatives	102,400		63,799		—		166,199
Total assets	$	102,400	$	121,257,957	$	386,051	$	121,746,408
Liabilities
Debt issued by securitization vehicles	—		3,856,082		—		3,856,082
Derivative liabilities
Interest rate swaps	—		861,067		—		861,067
Other derivatives	80,563		30,785		—		111,348
Total liabilities	$	80,563	$	4,747,934	$	—	$	4,828,497

December 31, 2018
	Level 1		Level 2		Level 3		Total
Assets	(dollars in thousands)
Securities
Agency mortgage-backed securities	$	—	$	90,752,995	$	—	$	90,752,995
Credit risk transfer securities	—		552,097		—		552,097
Non-Agency mortgage-backed securities	—		1,161,938		—		1,161,938
Commercial mortgage-backed securities	—		156,758		—		156,758
Loans
Residential mortgage loans	—		1,359,806		—		1,359,806
Mortgage servicing rights	—		—		557,813		557,813
Assets transferred or pledged to securitization vehicles	—		3,833,200		—		3,833,200
Derivative assets
Interest rate swaps	—		48,114		—		48,114
Other derivatives	—		152,389		—		152,389
Total assets	$	—	$	98,017,297	$	557,813	$	98,575,110
Liabilities
Debt issued by securitization vehicles	$	—	$	3,347,062	$	—	$	3,347,062
Derivative liabilities
Interest rate swaps	—		420,365		—		420,365
Other derivatives	462,309		7,076		—		469,385
Total liabilities	$	462,309	$	3,774,503	$	—	$	4,236,812

Quantitative Information about Level 3 Fair Value Measurements

The Company considers unobservable inputs to be those for which market data is not available and that are developed using the best information available to us about the assumptions that market participants would use when pricing the asset. Relevant inputs vary depending on the nature of the instrument being measured at fair value. The sensitivities of significant unobservable inputs along with interrelationships between and among the significant unobservable inputs and their impact on the fair value measurements are described below. The effect of a change in a particular assumption in the sensitivity analysis below is considered independently from changes in any other assumptions. In practice, simultaneous changes in assumptions may not always have a linear effect on the inputs discussed below. Interrelationships may also exist between observable and unobservable inputs. Such relationships have not been included in the discussion below. For each of the individual relationships described below, the inverse relationship would also generally apply. For MSRs, in general, increases in the discount, prepayment or delinquency rates or in annual servicing costs in isolation would result in a lower fair value measurement. A decline in interest rates could lead to higher-than-expected prepayments of mortgages underlying the Company’s investments in MSRs, which in turn could result in a decline in the estimated fair value of MSRs. Refer to the Note titled “Mortgage Servicing Rights” for additional information.

The table below presents information about the significant unobservable inputs used for recurring fair value measurements for Level 3 MSRs. The table does not give effect to the Company’s risk management practices that might offset risks inherent in these Level 3 investments.

 

	September 30, 2019		December 31, 2018
Valuation Technique	Unobservable Input (1)	Range (Weighted Average )	Unobservable Input (1)	Range (Weighted Average )
Discounted cash flow	Discount rate	9.0% -12.0% (9.3%)	Discount rate	9.0% -12.0% (9.4%)
	Prepayment rate	6.8% - 30.0% (15.7%)	Prepayment rate	4.7% - 13.9% (8.0%)
	Delinquency rate	0.0% - 4.0% (2.1%)	Delinquency rate	0.0% - 5.0% (2.3%)
	Cost to service	$81 - $131 ($106)	Cost to service	$82 - $138 ($110)
(1)    Represents rates, estimates and assumptions that the Company believes would be used by market participants when valuing these assets.

The following table summarizes the estimated fair values for financial assets and liabilities that are not carried at fair value at September 30, 2019 and December 31, 2018.

		September 30, 2019				December 31, 2018
	Level in Fair Value Hierarchy	Carrying Value		Fair Value		Carrying Value		Fair Value
Financial assets		(dollars in thousands)
Loans
Commercial real estate debt and preferred equity, held for investment (1)	3	$	1,421,434	$	1,434,293	$	1,296,803	$	1,303,487
Commercial loans held for sale, net	3	—		—		42,184		42,184
Corporate debt, held for investment	2	2,115,783		2,073,721		1,887,182		1,863,524
Financial liabilities
Repurchase agreements	1,2	$	102,682,104	$	102,682,104	$	81,115,874	$	81,115,874
Other secured financing	1,2	4,466,030		4,466,210		4,183,311		4,183,805
Mortgage payable	3	485,657		529,198		511,056		507,770
(1)    Includes assets of a consolidated VIE.