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:  March 31, 2024

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
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 April 30, 2024 was 500,440,023.

WEBSITE AND SOCIAL MEDIA DISCLOSURE

We use our website (www.annaly.com) and LinkedIn account (www.linkedin.com/company/annaly-capital-management) as channels of distribution of company information. The information we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive email alerts and other information about Annaly when you enroll your email address by visiting the “Investors” section of our website, then clicking on “Investor Resources” and selecting “Email Alerts” to complete the email notification form. Our website, any alerts and social media channels are not incorporated into this annual report on Form 10-K.

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 March 31, 2024 (Unaudited) and December 31, 2023 (Derived from the audited consolidated financial statements at December 31, 2023)	1
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the three months ended March 31, 2024 and 2023	2
Consolidated Statements of Stockholders’ Equity (Unaudited) for the three months ended March 31, 2024 and 2023	3
Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2024 and 2023	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	8
Note 5. Securities	8
Note 6. Loans	12
Note 7. Mortgage Servicing Rights	13
Note 8. Variable Interest Entities	14
Note 9. Derivative Instruments	15
Note 10. Fair Value Measurements	20
Note 11. Intangible Assets	23
Note 12. Secured Financing	24
Note 13. Capital Stock	25
Note 14. Interest Income and Interest Expense	27
Note 15. Net Income (Loss) per Common Share	28
Note 16. Income Taxes	28
Note 17. Segments	28
Note 18. Risk Management	30
Note 19. Lease Commitments and Contingencies	31
Note 20. Subsequent Events	32
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Special Note Regarding Forward-Looking Statements	33
Overview	35
Business Environment	35
Results of Operations	37
Financial Condition	48
Capital Management	51
Risk Management	53
Critical Accounting Estimates	63
Glossary of Terms	66
Item 3. Quantitative and Qualitative Disclosures about Market Risk	75
Item 4. Controls and Procedures	75
PART II  -  OTHER INFORMATION
Item 1. Legal Proceedings	76
Item 1A. Risk Factors	76
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	76
Item 5. Other Information	76
Item 6. Exhibits	76
SIGNATURES	II-1

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)
	March 31,		December 31,
	2024		2023 (1)
	(Unaudited)
Assets
Cash and cash equivalents (includes pledged assets of $1,367,057 and $1,136,298, respectively) (2)	$	1,665,370	$	1,412,148
Securities (includes pledged assets of $61,602,873 and $65,400,248, respectively) (3)	66,500,689		69,613,565
Loans, net (includes pledged assets of $2,022,487 and $2,082,419, respectively) (4)	2,717,823		2,353,084
Mortgage servicing rights (includes pledged assets of $1,857,834 and $1,781,279, respectively)	2,651,279		2,122,196
Assets transferred or pledged to securitization vehicles	15,614,750		13,307,622
Derivative assets	203,799		162,557
Receivable for unsettled trades	941,366		2,710,224
Principal and interest receivable	867,348		1,222,705
Intangible assets, net	11,433		12,106
Other assets	309,689		311,029
Total assets	$	91,483,546	$	93,227,236
Liabilities and stockholders’ equity
Liabilities
Repurchase agreements	$	58,975,232	$	62,201,543
Other secured financing	600,000		500,000
Debt issued by securitization vehicles	13,690,967		11,600,338
Participations issued	1,161,323		1,103,835
U.S. Treasury securities sold, not yet purchased	2,077,404		2,132,751
Derivative liabilities	103,142		302,295
Payable for unsettled trades	2,556,798		3,249,389
Interest payable	350,405		287,937
Dividends payable	325,286		325,052
Other liabilities	146,876		179,005
Total liabilities	79,987,433		81,882,145
Stockholders’ equity
Preferred stock, par value $0.01 per share, 63,500,000 authorized, issued and outstanding	1,536,569		1,536,569
Common stock, par value $0.01 per share, 1,468,250,000 authorized, 500,440,023 and 500,080,287 issued and outstanding, respectively	5,004		5,001
Additional paid-in capital	23,673,687		23,672,391
Accumulated other comprehensive income (loss)	(1,281,918)		(1,335,400)
Accumulated deficit	(12,523,809)		(12,622,768)
Total stockholders’ equity	11,409,533		11,255,793
Noncontrolling interests	86,580		89,298
Total equity	11,496,113		11,345,091
Total liabilities and equity	$	91,483,546	$	93,227,236
(1)Derived from the audited consolidated financial statements at December 31, 2023.
(2)Includes cash of consolidated Variable Interest Entities (“VIEs”) of $2.3 million and $2.0 million at March 31, 2024 and December 31, 2023, respectively.
(3)Excludes $1.8 billion and $1.5 billion at March 31, 2024 and December 31, 2023, respectively, of non-Agency mortgage-backed securities in consolidated VIEs pledged as collateral and eliminated from the Company’s Consolidated Statements of Financial Condition.
(4)Includes $3.6 million and $1.2 million of residential mortgage loans held for sale at March 31, 2024 and December 31, 2023, respectively.
See notes to consolidated financial statements.

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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 March 31,
	2024		2023
Net interest income
Interest income	$	1,094,488	$	818,250
Interest expense	1,100,939		798,787
Net interest income	(6,451)		19,463
Net servicing income
Servicing and related income	115,084		84,273
Servicing and related expense	12,216		7,880
Net servicing income	102,868		76,393
Other income (loss)
Net gains (losses) on investments and other	(994,127)		1,712
Net gains (losses) on derivatives	1,377,144		(900,752)
Loan loss (provision) reversal	—		219
Other, net	23,367		15,498
Total other income (loss)	406,384		(883,323)
General and administrative expenses
Compensation expense	28,721		29,391
Other general and administrative expenses	9,849		11,437
Total general and administrative expenses	38,570		40,828
Income (loss) before income taxes	464,231		(828,295)
Income taxes	(943)		11,033
Net income (loss)	465,174		(839,328)
Net income (loss) attributable to noncontrolling interests	2,282		4,928
Net income (loss) attributable to Annaly	462,892		(844,256)
Dividends on preferred stock	37,061		31,875
Net income (loss) available (related) to common stockholders	$	425,831	$	(876,131)
Net income (loss) per share available (related) to common stockholders
Basic	$	0.85	$	(1.79)
Diluted	$	0.85	$	(1.79)
Weighted average number of common shares outstanding
Basic	500,612,840		489,688,364
Diluted	501,182,043		489,688,364
Other comprehensive income (loss)
Net income (loss)	$	465,174	$	(839,328)
Unrealized gains (losses) on available-for-sale securities	(281,869)		675,374
Reclassification adjustment for net (gains) losses included in net income (loss)	335,351		482,908
Other comprehensive income (loss)	53,482		1,158,282
Comprehensive income (loss)	518,656		318,954
Comprehensive income (loss) attributable to noncontrolling interests	2,282		4,928
Comprehensive income (loss) attributable to Annaly	516,374		314,026
Dividends on preferred stock	37,061		31,875
Comprehensive income (loss) attributable to common stockholders	$	479,313	$	282,151
See notes to consolidated financial statements.

2

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

For The ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (dollars in thousands) (Unaudited)
	For The Three Months Ended March 31,
	2024		2023
Preferred stock
Beginning of period	$	1,536,569	$	1,536,569
End of period	$	1,536,569	$	1,536,569
Common stock
Beginning of period	$	5,001	$	4,683
Issuance	—		253
Stock-based award activity	3		3
End of period	$	5,004	$	4,939
Additional paid-in capital
Beginning of period	$	23,672,391	$	22,981,320
Issuance	(48)		562,456
Stock-based award activity	1,344		(685)
End of period	$	23,673,687	$	23,543,091
Accumulated other comprehensive income (loss)
Beginning of period	$	(1,335,400)	$	(3,708,896)
Unrealized gains (losses) on available-for-sale securities	(281,869)		675,374
Reclassification adjustment for net (gains) losses included in net income (loss)	335,351		482,908
End of period	$	(1,281,918)	$	(2,550,614)
Accumulated deficit
Beginning of period	$	(12,622,768)	$	(9,543,233)
Net income (loss) attributable to Annaly	462,892		(844,256)
Dividends declared on preferred stock (1)	(37,061)		(31,875)
Dividends and dividend equivalents declared on common stock and stock-based awards (1)	(326,872)		(322,499)
End of period	$	(12,523,809)	$	(10,741,863)
Total stockholder’s equity	$	11,409,533	$	11,792,122
Noncontrolling interests
Beginning of period	$	89,298	$	98,983
Net income (loss) attributable to noncontrolling interests	2,282		4,928
Equity contributions from (distributions to) noncontrolling interests	(5,000)		13,000
End of period	$	86,580	$	116,911
Total equity	$	11,496,113	$	11,909,033
(1) Refer to the “Capital Stock” Note 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) (Unaudited)
	For The Three Months Ended March 31,
	2024		2023
Cash flows from operating activities
Net income (loss)	$	465,174	$	(839,328)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Amortization of premiums and discounts of investments, net	28,050		66,570
Amortization of securitized debt premiums and discounts and deferred financing costs	2,292		2,806
Depreciation, amortization and other noncash expenses	6,884		5,050
Net (gains) losses on investments and derivatives	(52,868)		1,284,746
Income (loss) from unconsolidated joint ventures	3,381		(676)
Loan loss provision (reversal)	—		(219)
Payments on purchases of loans held for sale	(2,643)		—
Proceeds from sales and repayments of loans held for sale	—		636
Proceeds from U.S. Treasury securities	2,093,527		—
Payments on U.S. Treasury securities	(2,093,489)		—
Net receipts (payments) on derivatives	826,716		(1,075,189)
Net change in
Other assets	(2,877)		(36,601)
Interest receivable	354,997		(136,796)
Interest payable	62,468		(206,885)
Other liabilities	6,277		(83,086)
Net cash provided by (used in) operating activities	1,697,889		(1,018,972)
Cash flows from investing activities
Payments on purchases of securities	(7,788,513)		(6,332,698)
Proceeds from sales of securities	9,483,792		4,685,607
Principal payments on securities	1,424,656		1,349,348
Payments on purchases and origination of loans	(3,134,429)		(935,360)
Principal payments on loans	363,741		188,082
Payments on purchases of MSR	(515,760)		(35,825)
Proceeds from reverse repurchase agreements	149,589,734		18,450,000
Payments on reverse repurchase agreements	(149,589,734)		(18,450,000)
Net cash provided by (used in) investing activities	(166,513)		(1,080,846)
Cash flows from financing activities
Proceeds from repurchase agreements and other secured financing	1,373,554,795		1,168,976,892
Payments on repurchase agreements and other secured financing	(1,376,683,890)		(1,167,496,471)
Proceeds from issuances of securitized debt	2,496,810		1,007,971
Principal payments on securitized debt	(323,854)		(158,983)
Payments on purchases of securitized debt	—		(1,974)
Payment of deferred financing cost	(1,191)		—
Proceeds from participations issued	1,001,297		236,121
Payments on repurchases of participations issued	(933,543)		(360,943)
Principal payments on participations issued	(15,344)		(11,168)
Net contributions (distributions) from (to) noncontrolling interests	(5,000)		13,000
Net proceeds from stock offerings, direct purchases and dividend reinvestments	(48)		562,709
Settlement of stock-based awards in satisfaction of withholding tax requirements	(5,993)		(5,810)
Dividends paid	(362,193)		(444,067)
Net cash provided by (used in) financing activities	(1,278,154)		2,317,277
Net (decrease) increase in cash and cash equivalents	253,222		217,459
Cash and cash equivalents including cash pledged as collateral, beginning of period	1,412,148		1,576,714
Cash and cash equivalents including cash pledged as collateral, end of period	$	1,665,370	$	1,794,173
Supplemental disclosure of cash flow information
Interest received	$	915,491	$	746,161
Interest paid (excluding interest paid on interest rate swaps)	$	913,729	$	928,649
Net interest received (paid) on interest rate swaps	$	759,440	$	302,041
Taxes received (paid)	$	(236)	$	(139)
Noncash investing and financing activities
Receivable for unsettled trades	$	941,366	$	679,096
Payable for unsettled trades	$	2,556,798	$	3,259,034
Net change in unrealized gains (losses) on available-for-sale securities, net of reclassification adjustment	$	53,482	$	1,158,282
Dividends declared, not yet paid	$	325,286	$	321,023
See notes to consolidated financial statements.

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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 with investment strategies across mortgage finance. 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 and mortgage servicing rights (“MSR”). 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.

Annaly is an internally-managed company that 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”).

The Company’s three 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 and complementary investments within the Agency market, including Agency commercial MBS.
Annaly Residential Credit Group	Invests primarily in non-Agency residential whole loans and securitized products within the residential and commercial markets.
Annaly Mortgage Servicing Rights Group	Invests in mortgage servicing rights (“MSR”), which provide the right to service residential mortgage loans in exchange for a portion of the interest payments made on the loans.

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, 2023 (the “2023 Form 10-K”). The consolidated financial information as of December 31, 2023 has been derived from audited consolidated financial statements included in the Company’s 2023 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.

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.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

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 Other assets with income or loss included in Other, net.

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 $1.4 billion and $1.1 billion at March 31, 2024 and December 31, 2023, respectively.

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 FVO in order to simplify the accounting treatment for certain financial instruments. Items for which the FVO 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 gains (losses) on investments and other in the Consolidated Statements of Comprehensive Income (Loss). For additional information regarding financial instruments for which the Company has elected the FVO refer to 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 meet the offsetting criteria. Refer to the “Secured Financing” Note for further discussion on reverse repurchase and repurchase agreements.

Derivative Instruments – Derivatives are recognized 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 derivatives. 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 measures compensation expense for stock-based awards at fair value, which is generally based on the grant-date fair value of the Company’s common stock. Compensation expense is recognized ratably over the vesting or requisite service period of the award. Stock-based awards that contain market-based conditions are valued using a model.

Compensation expense for awards with performance conditions is recognized based on the probable outcome of the performance condition at each reporting date. Compensation expense for awards with market conditions is recognized irrespective of the probability of the market condition being achieved and is not reversed if the market condition is not met. Stock-based awards that do not require future service (i.e., vested awards) are expensed immediately. Forfeitures are recorded when they occur. The Company generally issues new shares of common stock upon delivery of stock-based awards.

Interest Income - The Company recognizes interest income primarily on Residential Securities (as defined in the “Securities” Note), residential mortgage loans, commercial investments and reverse repurchase agreements. Interest accrued but not received is recognized as Interest receivable on the Consolidated Statements of Financial Condition. Interest income is presented as a separate line item on the Consolidated Statements of Comprehensive Income (Loss).

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

For its securities, 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 interest-only securities, multifamily and reverse mortgages), 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 or discounts associated with the purchase of multifamily securities are amortized or accreted into interest income based upon their contractual payment terms. If a prepayment occurs, an adjustment is made to the unpaid principal balance and unamortized premium or discount in the current period and the original effective yield continues to be applied.

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).

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.

The Company has made an accounting policy election not to measure an allowance for loans losses for accrued interest receivable. If interest receivable is deemed to be uncollectible or not collected within 90 days of its contractual due date for commercial loans carried at amortized cost, it is written off through a reversal of interest income. Any interest written off that is recovered is recognized as interest income.

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”). The Company has early adopted ASU 2023-07, Improvements to Segment Reporting, as its Residential Credit and MSR operating segments have become a more significant component of consolidated results. Refer to the “Segments” Note for more information.

The Company reviewed other recently issued ASUs and determined that they were 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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Item 1. Financial Statements

4. FINANCIAL INSTRUMENTS

The following table presents characteristics for certain of the Company’s financial instruments at March 31, 2024 and December 31, 2023.

Financial Instruments (1)
Balance Sheet Line Item	Type / Form	Measurement Basis	March 31, 2024		December 31, 2023
	Assets	(dollars in thousands)
Securities	Agency mortgage-backed securities (2)	Fair value, with unrealized gains (losses) through other comprehensive income	$	11,802,912	$	15,665,352
Securities	Agency mortgage-backed securities (3)	Fair value, with unrealized gains (losses) through earnings	51,739,318		50,643,436
Securities	Residential credit risk transfer securities	Fair value, with unrealized gains (losses) through earnings	871,421		974,059
Securities	Non-agency mortgage-backed securities	Fair value, with unrealized gains (losses) through earnings	1,933,910		2,108,274
Securities	Commercial real estate debt investments - CMBS	Fair value, with unrealized gains (losses) through earnings	153,128		222,444
Total securities			66,500,689		69,613,565
Loans, net	Residential mortgage loans	Fair value, with unrealized gains (losses) through earnings	2,717,823		2,353,084
Total loans, net			2,717,823		2,353,084
Assets transferred or pledged to securitization vehicles	Residential mortgage loans	Fair value, with unrealized gains (losses) through earnings	15,614,750		13,307,622
Total assets transferred or pledged to securitization vehicles			15,614,750		13,307,622
	Liabilities
Repurchase agreements	Repurchase agreements	Amortized cost	$	58,975,232	$	62,201,543
Other secured financing	Loans	Amortized cost	600,000		500,000
Debt issued by securitization vehicles	Securities	Fair value, with unrealized gains (losses) through earnings	13,690,967		11,600,338
Participations issued	Participations issued	Fair value, with unrealized gains (losses) through earnings	1,161,323		1,103,835
U.S. Treasury securities sold, not yet purchased	Securities	Fair value, with unrealized gains (losses) through earnings	2,077,404		2,132,751
(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 purchased prior to July 1, 2022. (3) Includes interest-only securities and reverse mortgages and, effective July 1, 2022, newly purchased Agency pass-through, collateralized mortgage obligation (“CMO”) and multifamily 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 debt 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 gains (losses) on investments and other in the Consolidated Statements of Comprehensive Income (Loss). Effective July 1, 2022, the Company elected the fair value option for any newly purchased Agency mortgage-backed securities in order to simplify the accounting for these securities. During the three months ended March 31, 2024 and 2023, ($674.0) million and $386.7 million, respectively, of unrealized gains (losses) on the Agency mortgage-backed securities, for which the fair value option was elected effective July 1, 2022, were reported in Net gains (losses) on investments and other in the Company's Consolidated Statements of Comprehensive Income (Loss). Agency mortgage-backed securities purchased prior to July 1, 2022, are still classified as available-for-sale with changes in fair value recognized in other comprehensive income. The Company has also elected the fair value option for CRT securities, interest only securities, Non-Agency and commercial mortgage-backed securities in order to simplify the accounting. Transactions for regular-way securities are recorded on trade date, including to-be-announced (“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.

Impairment – Management evaluates available-for-sale securities where the fair value option has not been elected and held-to-maturity debt securities for 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

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

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) as a securities loss provision and reflected as an allowance for credit losses on securities on the Consolidated Statements of Financial Condition, 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.

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 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, prime jumbo 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 residential 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”) - The Company invests in Commercial Securities such as conduit, credit CMBS, single-asset single borrower and collateralized loan obligations.

The following table represents a rollforward of the activity for the Company’s securities for the three months ended March 31, 2024:

	Agency Securities		Residential Credit Securities		Commercial Securities		Total
	(dollars in thousands)
Beginning balance January 1, 2024	$	66,308,788	$	3,082,333	$	222,444	$	69,613,565
Purchases	6,816,858		243,300		—		7,060,158
Sales	(7,625,781)		(473,895)		(68,768)		(8,168,444)
Principal paydowns	(1,306,242)		(115,392)		(2,379)		(1,424,013)
(Amortization) / accretion	(29,893)		3,161		342		(26,390)
Fair value adjustment	(621,500)		65,824		1,489		(554,187)
Ending balance March 31, 2024	$	63,542,230	$	2,805,331	$	153,128	$	66,500,689

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

The following tables present the Company’s securities portfolio that were carried at their fair value at March 31, 2024 and December 31, 2023:

	March 31, 2024
	Principal / Notional		Remaining Premium		Remaining Discount		Amortized Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value
Agency	(dollars in thousands)
Fixed-rate pass-through	$	61,399,544	$	1,307,105	$	(1,283,791)	$	61,422,858	$	232,880	$	(2,182,903)	$	59,472,835
Adjustable-rate pass-through	180,516		14,849		(51)		195,314		2,229		(12,410)		185,133
CMO	92,884		1,573		—		94,457		—		(15,087)		79,370
Interest-only	1,940,563		392,064		—		392,064		4,228		(158,300)		237,992
Multifamily(1)	19,533,316		439,374		(8,038)		3,595,193		22,311		(78,131)		3,539,373
Reverse mortgages	26,331		3,039		—		29,370		—		(1,843)		27,527
Total agency securities	$	83,173,154	$	2,158,004	$	(1,291,880)	$	65,729,256	$	261,648	$	(2,448,674)	$	63,542,230
Residential credit
Credit risk transfer	$	815,479	$	1,873	$	(4,188)	$	813,164	$	58,411	$	(154)	$	871,421
Alt-A	150,082		39		(1,670)		148,451		2,788		(9,250)		141,989
Prime (2)	1,464,099		15,455		(13,796)		87,995		2,271		(8,396)		81,870
Subprime	274,910		—		(31,344)		243,566		4,805		(12,159)		236,212
NPL/RPL	1,242,835		9,733		(7,605)		1,244,963		4,305		(25,872)		1,223,396
Prime jumbo (>=2010 vintage) (3)	9,832,776		77,080		(37,320)		252,647		12,847		(15,051)		250,443
Total residential credit securities	$	13,780,181	$	104,180	$	(95,923)	$	2,790,786	$	85,427	$	(70,882)	$	2,805,331
Total residential securities	$	96,953,335	$	2,262,184	$	(1,387,803)	$	68,520,042	$	347,075	$	(2,519,556)	$	66,347,561
Commercial
Commercial securities	$	153,218	$	59	$	(292)	$	152,985	$	274	$	(131)	$	153,128
Total securities	$	97,106,553	$	2,262,243	$	(1,388,095)	$	68,673,027	$	347,349	$	(2,519,687)	$	66,500,689
	December 31, 2023
	Principal / Notional		Remaining Premium		Remaining Discount		Amortized Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value
Agency	(dollars in thousands)
Fixed-rate pass-through	$	63,444,987	$	1,448,886	$	(1,318,948)	$	63,574,925	$	477,242	$	(1,853,226)	$	62,198,941
Adjustable-rate pass-through	188,996		15,834		(51)		204,779		1,663		(14,953)		191,489
CMO	94,448		1,612		—		96,060		—		(13,088)		82,972
Interest-only	2,010,697		416,955		—		416,955		4,729		(157,679)		264,005
Multifamily (1)	17,130,045		400,781		(9,752)		3,552,217		52,055		(59,744)		3,544,528
Reverse mortgages	26,183		3,193		—		29,376		—		(2,523)		26,853
Total agency investments	$	82,895,356	$	2,287,261	$	(1,328,751)	$	67,874,312	$	535,689	$	(2,101,213)	$	66,308,788
Residential credit
Credit risk transfer	$	924,729	$	2,240	$	(4,358)	$	922,611	$	51,984	$	(536)	$	974,059
Alt-A	164,384		9		(3,922)		160,471		2,135		(12,371)		150,235
Prime (2)	1,076,497		8,590		(21,163)		207,077		1,704		(28,134)		180,647
Subprime	272,955		—		(31,751)		241,204		5,622		(11,221)		235,605
NPL/RPL	1,237,531		8,336		(9,224)		1,236,643		4,578		(43,666)		1,197,555
Prime jumbo (>=2010 vintage) (3)	9,425,280		71,960		(49,859)		365,676		10,696		(32,140)		344,232
Total residential credit securities	$	13,101,376	$	91,135	$	(120,277)	$	3,133,682	$	76,719	$	(128,068)	$	3,082,333
Total residential securities	$	95,996,732	$	2,378,396	$	(1,449,028)	$	71,007,994	$	612,408	$	(2,229,281)	$	69,391,121
Commercial
Commercial securities	$	224,597	$	15	$	(822)	$	223,790	$	19	$	(1,365)	$	222,444
Total securities	$	96,221,329	$	2,378,411	$	(1,449,850)	$	71,231,784	$	612,427	$	(2,230,646)	$	69,613,565
(1) Principal/Notional amount includes $16.4 billion and $14.0 billion of Agency Multifamily interest-only securities as of March 31, 2024 and December 31, 2023, respectively. (2) Principal/Notional amount includes $1.4 billion and $0.9 billion of Prime interest-only securities as of March 31, 2024 and December 31, 2023, respectively. (3) Principal/Notional amount includes $9.6 billion and $9.1 billion of Prime Jumbo interest-only securities as of March 31, 2024 and December 31, 2023, respectively.

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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 at March 31, 2024 and December 31, 2023: 

	March 31, 2024		December 31, 2023
Investment Type	(dollars in thousands)
Fannie Mae	$	58,304,852	$	60,477,303
Freddie Mac	5,185,535		5,778,809
Ginnie Mae	51,843		52,676
Total	$	63,542,230	$	66,308,788

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

The following table summarizes the Company’s Residential Securities at March 31, 2024 and December 31, 2023, according to their estimated weighted average life classifications:

	March 31, 2024				December 31, 2023
	Estimated Fair Value		Amortized Cost		Estimated Fair Value		Amortized Cost
Estimated weighted average life	(dollars in thousands)
Less than one year	$	155,033	$	159,191	$	254,753	$	257,170
Greater than one year through five years	3,483,561		3,522,892		5,159,969		5,213,575
Greater than five years through ten years	60,929,083		62,999,732		62,158,711		63,662,144
Greater than ten years	1,779,884		1,838,227		1,817,688		1,875,105
Total	$	66,347,561	$	68,520,042	$	69,391,121	$	71,007,994

The estimated weighted average lives of the Residential Securities at March 31, 2024 and December 31, 2023 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 March 31, 2024 and December 31, 2023.

	March 31, 2024					December 31, 2023
	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	$	57,959	$	(1,241)	40	$	35,453	$	(418)	16
12 Months or more	11,601,370		(1,285,041)		1,576	15,455,118		(1,340,032)		1,747
Total	$	11,659,329	$	(1,286,282)	1,616	$	15,490,571	$	(1,340,450)	1,763
(1) Excludes interest-only mortgage-backed securities and reverse mortgages and effective July 1, 2022, newly purchased Agency pass-through, collateralized mortgage obligation (“CMO”) and multifamily securities.

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 have an actual or implied credit rating that is the same as that of the U.S. government. An impairment has not been recognized in earnings related to these investments because the decline in value is not related to credit quality, the Company currently has not made a decision to sell the securities nor is it more likely than not that the securities will be required to be sold before recovery.

During the three months ended March 31, 2024 and 2023, the Company disposed of $8.1 billion and $5.2 billion of Residential Securities, respectively. The following table presents the Company’s net gains (losses) from the disposal of Residential Securities for the three months ended March 31, 2024 and 2023.

	Gross Realized Gains		Gross Realized Losses		Net Realized Gains (Losses)
For the three months ended	(dollars in thousands)
March 31, 2024	$	32,924	$	(471,172)	$	(438,248)
March 31, 2023	$	4,269	$	(526,117)	$	(521,848)

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

6. LOANS

The Company invests in residential loans. Loans are classified as either held for investment or held for sale. Loans are eligible to be accounted for under the fair value option. If loans are elected under the fair value option, they are carried at fair value with changes in fair value recognized in earnings. Otherwise, loans held for investment are carried at cost less impairment and loans held for sale are accounted for at the lower of cost or fair value.

Excluding loans transferred or pledged to securitization vehicles, as of March 31, 2024 and December 31, 2023, the Company reported $2.7 billion and $2.4 billion, respectively, of loans for which the fair value option was elected. 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. 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. The carrying value of the Company’s residential loans held for sale was $3.6 million and $1.2 million at March 31, 2024 and December 31, 2023, respectively.

Allowance for Losses – Prior to the sale of its corporate debt and commercial loan portfolios, the Company evaluated the need for a loss reserve on each of its loans classified as held-for investment and carried at amortized cost based upon estimated current expected credit losses.

The Company recorded net loan loss (provisions) reversals of $0.2 million for the three months ended March 31, 2023. At March 31, 2024, the Company’s net loan loss (provision) reversal was $0.

The following table presents the activity of the Company’s loan investments, excluding loans transferred or pledged to securitization vehicles, for the three months ended March 31, 2024:

	Residential Loans
	(dollars in thousands)
Beginning balance January 1, 2024	$	2,353,084
Purchases / originations	3,132,520
Sales and transfers (1)	(2,737,246)
Principal payments	(31,216)
Gains / (losses)	4,220
(Amortization) / accretion	(3,539)
Ending balance March 31, 2024	$	2,717,823
(1) Includes transfer of residential loans to securitization vehicles with a carrying value of $2.7 billion during the three months ended March 31, 2024.

Residential

The Company’s residential mortgage loans are primarily comprised of performing adjustable-rate and fixed-rate whole loans. The Company’s residential loans are accounted for under the fair value option with changes in fair value reflected in Net gains (losses) on investments and other in the Consolidated Statements of Comprehensive Income (Loss). 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 mortgage loans are secured by first liens on primarily one-to-four family residential properties. A subsidiary of the Company has engaged a third party to act as its custodian, agent and bailee for the purposes of receiving and holding certain documents, instruments and papers related to the residential mortgage loans it purchases. Pursuant to the Company’s custodial agreement, the custodian segregates and maintains continuous custody of all documents constituting the mortgage file with respect to each mortgage loan owned by the subsidiary in secure and fire resistant facilities and in a manner consistent with the standard of care employed by prudent mortgage loan document custodians. At or prior to the funding of any residential mortgage loan, the related seller, pursuant to the terms of our mortgage loan purchase agreement, must deliver to the custodian, the mortgage loan documents including the mortgage note, the mortgage and other related loan documents. In addition, a complete credit file for the related mortgage and borrower must be delivered to the subsidiary prior to the date of purchase.

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 March 31, 2024 and December 31, 2023:

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

	March 31, 2024		December 31, 2023
	(dollars in thousands)
Fair value	$	18,332,573	$	15,660,706
Unpaid principal balance	$	19,364,991	$	16,611,204

The following table provides information regarding the line items and amounts recognized in the Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2024 and 2023 for these investments:

	For the Three Months Ended
	March 31, 2024		March 31, 2023
	(dollars in thousands)
Interest income	$	252,016	$	147,231
Net gains (losses) on disposal of investments (1)	(2,117)		(776)
Net unrealized gains (losses) on instruments measured at fair value through earnings (1)	(84,786)		260,441
Total included in net income (loss)	$	165,113	$	406,896
(1) These amounts are presented in the line item Net gains (losses) on investments and other on the Consolidated Statements of Comprehensive Income (loss).

The following table provides the geographic concentrations based on the unpaid principal balances at March 31, 2024 and December 31, 2023 for the residential mortgage loans, including loans transferred or pledged to securitization vehicles:

Geographic Concentrations of Residential Mortgage Loans
March 31, 2024		December 31, 2023
Property location	% of Balance	Property location	% of Balance
California	37.5%	California	40.1%
New York	10.6%	Florida	10.6%
Florida	10.5%	New York	10.5%
Texas	5.6%	Texas	5.6%
All other (none individually greater than 5%)	35.8%	All other (none individually greater than 5%)	33.2%
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 March 31, 2024 and December 31, 2023:

	March 31, 2024		December 31, 2023
	Portfolio Range	Portfolio Weighted Average	Portfolio Range	Portfolio Weighted Average
	(dollars in thousands)
Unpaid principal balance	$1 - $4,396	$475	$1 - $4,396	$477
Interest rate	2.00% - 13.25%	5.87%	2.00% - 13.25%	5.63%
Maturity	7/1/2029 - 3/1/2064	5/21/2052	7/1/2029 - 12/1/2063	4/22/2052
FICO score at loan origination	549 - 850	757	549 - 850	758
Loan-to-value ratio at loan origination	3% - 100%	69%	3% - 100%	68%

At March 31, 2024 and December 31, 2023, approximately 15% and 11%, respectively, of the carrying value of the Company’s residential mortgage loans, including loans transferred or pledged to securitization vehicles, were adjustable-rate.

7. MORTGAGE SERVICING RIGHTS

MSR represent the rights and obligations 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 MSR. The Company generally intends to hold the MSR as investments and elected to account for all of its investments in MSR 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 gains (losses) on investments and other in the Consolidated Statements of Comprehensive Income (Loss).

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

The following tables present activity related to MSR for the three months ended March 31, 2024 and 2023:  

Mortgage Servicing Rights	Three Months Ended
	March 31, 2024		March 31, 2023
	(dollars in thousands)
Fair value, beginning of period	$	2,122,196	$	1,748,209
Purchases (1)	515,731		36,630
Change in fair value due to:
Changes in valuation inputs or assumptions (2)	46,136		30,207
Other changes, including realization of expected cash flows	(32,784)		(24,066)
Fair value, end of period	$	2,651,279	$	1,790,980
(1) Includes adjustments to original purchase price from early payoffs, defaults, or loans that were delivered but were deemed to not be acceptable. (2) Principally represents changes in discount rates and prepayment speed inputs used in valuation model, primarily due to changes in interest rates.

8. VARIABLE INTEREST ENTITIES

The Company’s exposure to the obligations of its VIEs is generally limited to the Company’s investment in the VIEs of $1.6 billion at March 31, 2024. 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.

Residential Securitizations

The Company also invests in residential mortgage-backed securities issued by entities that are VIEs because they do not have sufficient equity at risk for the entities to finance their activities without additional subordinated financial support from other parties. The Company is not the primary beneficiary because it does not have the power to direct the activities that most significantly impact the VIEs’ economic performance. For these entities, the Company’s maximum exposure to loss is the amortized cost basis of the securities it owns and it does not provide any liquidity arrangements, guarantees or other commitments to these VIEs. Refer to the “Securities” Note for further information on Residential Securities.

OBX Trusts

Residential securitizations are issued by entities generally referred to collectively as the “OBX Trusts.” These securitizations represent financing transactions that provide non-recourse financing to the Company and are collateralized by residential mortgage loans purchased by the Company. Residential securitizations closed during the year are included in the following table:

Securitization	Date of Closing	Face Value at Closing
		(dollars in thousands)
OBX 2024-NQM1	January 2024	$	413,581
OBX 2024-NQM2	January 2024	$	495,980
OBX 2024-HYB1	February 2024	$	412,084
OBX 2024-NQM3	February 2024	$	439,904
OBX 2024-NQM4	March 2024	$	592,448
OBX 2024-HYB2	March 2024	$	397,787

As of March 31, 2024 and December 31, 2023, a total carrying value of $13.7 billion and $11.6 billion, respectively, of bonds were held by third parties and the Company retained $1.6 billion and $1.4 billion, respectively, of MBS, 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. Effective August 1, 2022, upon initial consolidation of new securitization entities, the Company elected to apply the measurement alternative for consolidated collateralized financing entities in order to simplify the accounting and valuation processes. The liabilities of these securitization entities are deemed to be more observable and are used to measure the fair value of the assets. The Company incurred $3.7 million and $1.4 million of costs during the three months ended March 31, 2024 and 2023, 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 $14.8 billion and $12.6 billion at March 31,

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

2024 and December 31, 2023, respectively. During the three months ended March 31, 2024 and 2023, the Company recorded $86.0 million and ($211.9) million, respectively, of unrealized gains (losses) on debt held by third parties issued by OBX Trusts, which is reported in Net gains (losses) on investments and other in the Company's Consolidated Statements of Comprehensive Income (Loss).

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.

Residential Credit Fund

The Company manages a fund investing in participations in residential mortgage loans. The residential credit fund is deemed to be a VIE because the entity does not have sufficient equity at risk to permit the legal entity to finance its activities without additional subordinated financial support provided by any parties, including equity holders, as capital commitments are not considered equity at risk. The Company is not the primary beneficiary and does not consolidate the residential credit fund as its only interest in the fund is the management and performance fees that it earns, which are not considered variable interests in the entity. As of March 31, 2024 and December 31, 2023, the Company had outstanding participating interests in residential mortgage loans of $1.2 billion and $1.1 billion, respectively. These transfers do not meet the criteria for sale accounting and are accounted for as secured borrowings, thus the residential loans are reported as Loans, net and the associated liability is reported as Participations issued in the Consolidated Statements of Financial Condition. The Company elected to fair value the participations issued through earnings to more accurately reflect the economics of the transfers as the underlying loans are carried at fair value through earnings.

9. DERIVATIVE INSTRUMENTS

Derivative instruments include, but are not limited to, interest rate swaps, options to enter into interest rate swaps (“swaptions”), TBA derivatives, U.S. Treasury and Secured Overnight Financing Rate (“SOFR”) 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, U.S. Treasury 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 Net gains (losses) on derivatives 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 recognized 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 derivatives. 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 or received under such transactions. At March 31, 2024 and December 31, 2023, ($3.2) billion and ($2.4) billion, respectively, of variation margin was reported as an adjustment to interest rate swaps, at fair value.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

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 have outstanding interest rate swap agreements where the floating leg is linked to the SOFR, 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 (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 are estimated using internal pricing models and compared to the counterparty market values.

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.

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 a commercial mortgage-backed securities index, such as the CMBX index, and synthetic total return swaps.

The following table summarizes fair value information about the Company’s derivative assets and liabilities at March 31, 2024 and December 31, 2023:

Derivatives Instruments	March 31, 2024		December 31, 2023
Assets	(dollars in thousands)
Interest rate swaps	$	46,796	$	26,344
Interest rate swaptions	136,514		105,883
TBA derivatives	7,220		20,689
Futures contracts (1)	8,636		—
Purchase commitments	4,633		9,641
Total derivative assets	$	203,799	$	162,557
Liabilities
Interest rate swaps	$	20,931	$	83,051
TBA derivatives	10,703		39,070
Futures contracts (2)	69,565		179,835
Purchase commitments	1,943		339
Total derivative liabilities	$	103,142	$	302,295
(1) As of March 31, 2024, includes $1.3 million of SOFR futures options. (2) As of March 31, 2024, includes $26.8 million of SOFR futures options.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

The following tables summarize certain characteristics of the Company’s interest rate swaps at March 31, 2024 and December 31, 2023:

March 31, 2024
Maturity	Current Notional (1)(2)		Weighted Average Pay Rate		Weighted Average Receive Rate		Weighted Average Years to Maturity (3)
(dollars in thousands)
0 - 3 years	$	18,093,229	3.53	%	5.21	%	1.46
3 - 6 years	14,383,021		3.34	%	5.31	%	5.05
6 - 10 years	20,733,537		2.81	%	5.29	%	8.27
Greater than 10 years	1,887,484		3.41	%	5.21	%	23.38
Total / Weighted average	$	55,097,271	3.20	%	5.26	%	5.72
December 31, 2023
Maturity	Current Notional (1)(2)		Weighted Average Pay Rate		Weighted Average Receive Rate		Weighted Average Years to Maturity (3)
(dollars in thousands)
0 - 3 years	$	21,397,358	3.17	%	5.26	%	1.23
3 - 6 years	12,461,799		3.09	%	5.37	%	4.75
6 - 10 years	22,949,150		2.85	%	5.34	%	8.02
Greater than 10 years	2,021,247		3.53	%	5.27	%	22.71
Total / Weighted average	$	58,829,554	3.04	%	5.31	%	5.36
(1) As of March 31, 2024, 7% and 93% of the Company’s interest rate swaps were linked to the Federal funds rate and the SOFR, respectively. As of December 31, 2023, 6% and 94% of the Company’s interest rate swaps were linked to the Federal funds rate and the SOFR, respectively. (2) As of March 31, 2024, notional amount includes $1.2 billion of forward starting pay fixed swaps. There were no forward starting swaps at December 31, 2023. (3) The weighted average years to maturity of payer interest rate swaps is offset by the weighted average years to maturity of receiver interest rate swaps. As such, the net weighted average years to maturity for each maturity bucket may fall outside of the range listed.

The following tables summarize certain characteristics of the Company’s swaptions at March 31, 2024 and December 31, 2023:

March 31, 2024
	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	$1,250,000	2.21%	SOFR	7.44	5.18
Long receive	$500,000	1.65%	SOFR	10.05	0.50
December 31, 2023
	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	$1,250,000	2.21%	SOFR	7.69	8.21
Long receive	$500,000	1.65%	SOFR	10.30	3.53

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

The following tables summarize certain characteristics of the Company’s TBA derivatives at March 31, 2024 and December 31, 2023:

March 31, 2024
Purchase and sale contracts for derivative TBAs	Notional		Implied Cost Basis		Implied Market Value		Net Carrying Value
(dollars in thousands)
Purchase contracts	$	2,956,000	$	3,001,301	$	3,001,179	$	(122)
Sale contracts	(1,993,400)		(1,864,513)		(1,867,874)		(3,361)
Net TBA derivatives	$	962,600	$	1,136,788	$	1,133,305	$	(3,483)
December 31, 2023
Purchase and sale contracts for derivative TBAs	Notional		Implied Cost Basis		Implied Market Value		Net Carrying Value
(dollars in thousands)
Purchase contracts	$	988,000	$	920,626	$	915,790	$	(4,836)
Sale contracts	(1,491,000)		(1,475,847)		(1,489,392)		(13,545)
Net TBA derivatives	$	(503,000)	$	(555,221)	$	(573,602)	$	(18,381)

The following tables summarize certain characteristics of the Company’s futures derivatives at March 31, 2024 and December 31, 2023: 

March 31, 2024
	Notional - Long Positions		Notional - Short Positions		Weighted Average Years to Maturity
	(dollars in thousands)
U.S. Treasury futures - 2 year	$	—	$	(1,981,400)	1.93
U.S. Treasury futures - 5 year	1,070,000		—		4.40
U.S. Treasury futures - 10 year and greater	—		(3,029,000)		12.77
Total	$	1,070,000	$	(5,010,400)	7.77
December 31, 2023
	Notional - Long Positions		Notional - Short Positions		Weighted Average Years to Maturity
	(dollars in thousands)
U.S. Treasury futures - 2 year	$	—	$	(5,001,400)	1.97
U.S. Treasury futures - 10 year and greater	—		(1,733,600)		14.26
Total	$	—	$	(6,735,000)	5.13

The Company presents derivative contracts on a gross basis in 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 be offset in the Company’s Consolidated Statements of Financial Condition at March 31, 2024 and December 31, 2023, respectively.

March 31, 2024
			Amounts Eligible for Offset
	Gross Amounts		Financial Instruments		Cash Collateral		Net Amounts
Assets	(dollars in thousands)
Interest rate swaps, at fair value	$	46,796	$	(6,692)	$	(32,931)	$	7,173
Interest rate swaptions, at fair value	136,514		(58,725)		(77,140)		649
TBA derivatives, at fair value	7,220		(5,943)		—		1,277
Futures contracts, at fair value (1)	8,636		(8,636)		—		—
Purchase commitments	4,633		—		—		4,633
Liabilities
Interest rate swaps, at fair value	$	20,931	$	(16,950)	$	—	$	3,981
TBA derivatives, at fair value	10,703		(10,628)		—		75
Futures contracts, at fair value (2)	69,565		(8,636)		(60,929)		—
Purchase commitments	1,943		—		—		1,943
(1) As of March 31, 2024, includes $1.3 million of SOFR futures options. (2) As of March 31, 2024, includes $26.8 million of SOFR futures options.
December 31, 2023
			Amounts Eligible for Offset
	Gross Amounts		Financial Instruments		Cash Collateral		Net Amounts
Assets	(dollars in thousands)
Interest rate swaps, at fair value	$	26,344	$	(21,505)	$	—	$	4,839
Interest rate swaptions, at fair value	105,883		(45,930)		(57,320)		2,633
TBA derivatives, at fair value	20,689		(13,282)		—		7,407
Purchase commitments	9,641		—		—		9,641
Liabilities
Interest rate swaps, at fair value	$	83,051	$	(72,844)	$	—	$	10,207
TBA derivatives, at fair value	39,070		(34,525)		—		4,545
Futures contracts, at fair value	179,835		—		(179,835)		—
Purchase commitments	339		—		—		339

The effect of interest rate swaps in 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 (1)		Realized Gains (Losses) on Termination of Interest Rate Swaps (1)		Unrealized Gains (Losses) on Interest Rate Swaps (1)
For the three months ended	(dollars in thousands)
March 31, 2024	$	330,149	$	(21,237)	$	900,902
March 31, 2023	$	385,706	$	(145,819)	$	(956,272)
(1) Included in Net gains (losses) on derivatives in the Consolidated Statements of Comprehensive Income (Loss).

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

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

Three Months Ended March 31, 2024
Derivative Instruments	Realized Gain (Loss)		Unrealized Gain (Loss)		Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Derivatives
(dollars in thousands)
Net TBA derivatives	$	(8,615)	$	14,898	$	6,283
Net interest rate swaptions	—		30,631		30,631
Futures (1)	(8,680)		145,709		137,029
Purchase commitments	—		(6,613)		(6,613)
Total					$	167,330
(1) For the three months ended March 31, 2024, includes $1.2 million of unrealized gain and $0.0 million of realized gain related to SOFR futures options.

Three Months Ended March 31, 2023
Derivative Instruments	Realized Gain (Loss)		Unrealized Gain (Loss)		Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Derivatives
(dollars in thousands)
Net TBA derivatives	$	(153,849)	$	215,360	$	61,511
Net interest rate swaptions	2,323		(45,999)		(43,676)
Futures	118,332		(314,878)		(196,546)
Purchase commitments	—		865		865
Credit derivatives	(1,312)		(5,209)		(6,521)
Total					$	(184,367)

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 were in a net asset position at March 31, 2024.

10. FAIR VALUE MEASUREMENTS

The Company follows fair value guidance in accordance with GAAP to account for its financial instruments and MSR that are accounted for at fair value. The fair value of a financial instrument and MSR 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 and MSR 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 instrument and MSR 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.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

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 and U.S. Treasury securities 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 and TBA derivatives 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 and TBA derivatives 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 and TBA derivatives 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 “Variable Interest Entities” Note for additional information.

The Company classifies its investments in MSR 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 discount rates, prepayment rates, delinquency levels and costs to service. 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 MSR 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 and MSR measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023. There were no transfers between levels of the fair value hierarchy during the periods presented.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

March 31, 2024
	Level 1		Level 2		Level 3		Total
Assets	(dollars in thousands)
Securities
Agency mortgage-backed securities	$	—	$	63,542,230	$	—	$	63,542,230
Credit risk transfer securities	—		871,421		—		871,421
Non-Agency mortgage-backed securities	—		1,933,910		—		1,933,910
Commercial mortgage-backed securities	—		153,128		—		153,128
Loans
Residential mortgage loans	—		2,717,823		—		2,717,823
Mortgage servicing rights	—		—		2,651,279		2,651,279
Assets transferred or pledged to securitization vehicles	—		15,614,750		—		15,614,750
Derivative assets
Interest rate swaps	—		46,796		—		46,796
Other derivatives	8,636		148,367		—		157,003
Total assets	$	8,636	$	85,028,425	$	2,651,279	$	87,688,340
Liabilities
Debt issued by securitization vehicles	$	—	$	13,690,967	$	—	$	13,690,967
Participations issued	—		1,161,323		—		1,161,323
U.S. Treasury securities sold, not yet purchased	2,077,404		—		—		2,077,404
Derivative liabilities
Interest rate swaps	—		20,931		—		20,931
Other derivatives	69,565		12,646		—		82,211
Total liabilities	$	2,146,969	$	14,885,867	$	—	$	17,032,836

December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets	(dollars in thousands)
Securities
Agency mortgage-backed securities	$	—	$	66,308,788	$	—	$	66,308,788
Credit risk transfer securities	—		974,059		—		974,059
Non-Agency mortgage-backed securities	—		2,108,274		—		2,108,274
Commercial mortgage-backed securities	—		222,444		—		222,444
Loans
Residential mortgage loans	—		2,353,084		—		2,353,084
Mortgage servicing rights	—		—		2,122,196		2,122,196
Assets transferred or pledged to securitization vehicles	—		13,307,622		—		13,307,622
Derivative assets
Interest rate swaps	—		26,344		—		26,344
Other derivatives	—		136,213		—		136,213
Total assets	$	—	$	85,436,828	$	2,122,196	$	87,559,024
Liabilities
Debt issued by securitization vehicles	$	—	$	11,600,338	$	—	$	11,600,338
Participations issued	—		1,103,835		—		1,103,835
U.S. Treasury securities sold, not yet purchased	2,132,751		—		—		2,132,751
Derivative liabilities
Interest rate swaps	—		83,051		—		83,051
Other derivatives	179,835		39,409		—		219,244
Total liabilities	$	2,312,586	$	12,826,633	$	—	$	15,139,219

Qualitative and 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

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Item 1. Financial Statements

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 MSR, 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 MSR, which in turn could result in a decline in the estimated fair value of MSR. Refer to the “Mortgage Servicing Rights” Note for additional information, including rollforwards.

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

Unobservable Input (1)	Range (Weighted Average) (2)
	March 31, 2024	December 31, 2023
Discount rate	7.1% - 12.6% (8.6%)	7.0% - 12.0% (8.6%)
Prepayment rate	4.8% - 14.5% (5.6%)	4.8% - 11.0% (5.6%)
Delinquency rate	0.2% - 3.5% (1.2%)	0.2% - 4.2% (1.3%)
Cost to service	$83 - $108 ($92)	$84 - $111 ($94)
(1) Represents rates, estimates and assumptions that the Company believes would be used by market participants when valuing these assets. (2) Weighted average discount rate computed based on the fair value of MSR, weighted average prepayment rate, delinquency rate and cost to service based on unpaid principal balances of loans underlying the MSR.

The following table summarizes the estimated fair values for financial assets and liabilities that are not carried at fair value at March 31, 2024 and December 31, 2023.

	March 31, 2024		December 31, 2023
	Carrying Value	Fair Value	Carrying Value	Fair Value
Financial liabilities
Repurchase agreements	$58,975,232	$58,975,232	$62,201,543	$62,201,543
Other secured financing	600,000	600,000	500,000	500,000

The carrying values of repurchase agreements and short term other secured financing approximate fair value and are considered Level 2 fair value measurements. Long term other secured financing is valued using Level 2 inputs.

11.  INTANGIBLE ASSETS

Intangible assets, net

Finite life intangible assets are amortized over their expected useful lives. As part of the Company’s management internalization transaction, which closed on June 30, 2020, the Company recognized an intangible asset for the acquired assembled workforce of approximately $41.2 million based on the replacement cost of the employee base acquired by the Company.

The following table presents the activity of finite lived intangible assets for the three months ended March 31, 2024.

Intangible Assets, net
(dollars in thousands)
Beginning balance January 1, 2024	$	12,106
Less: amortization expense	(673)
Ending balance March 31, 2024	$	11,433

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Item 1. Financial Statements

12. 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 should be treated as a secured financing.

The Company enters into reverse repurchase agreements to earn a yield on excess cash balances. To mitigate credit exposure, the Company monitors the market value of these securities and delivers or obtains additional collateral based on changes in market value of these securities. Generally, the Company receives or posts collateral with a fair value approximately equal to or greater than the value of the secured financing.

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 $59.0 billion and $62.2 billion of repurchase agreements with weighted average remaining maturities of 43 days and 44 days and weighted average rates of 5.55% and 5.70% at March 31, 2024 and December 31, 2023, respectively. In connection with its residential mortgage loans, the Company has select arrangements with counterparties to enter into repurchase agreements for $2.7 billion with remaining capacity of $1.9 billion at March 31, 2024.

At March 31, 2024 and December 31, 2023, the repurchase agreements had the following remaining maturities and collateral types: 

March 31, 2024
	Agency Mortgage-Backed Securities		CRTs		Non-Agency Mortgage-Backed Securities		Residential Mortgage Loans		Commercial Mortgage-Backed Securities		Total Repurchase Agreements
	(dollars in thousands)
1 day	$	19,899,007	$	—	$	133,411	$	—	$	20,479	$	20,052,897
2 to 29 days	9,391,862		364,609		955,493		167,471		115,750		10,995,185
30 to 59 days	19,133,446		—		831,099		—		—		19,964,545
60 to 89 days	6,228,313		268,667		366,510		852		—		6,864,342
90 to 119 days	—		—		—		—		—		—
Over 119 days (1)	2,511,017		—		420,967		571,367		—		3,503,351
Total	$	57,163,645	$	633,276	$	2,707,480	$	739,690	$	136,229	$	61,380,320
Amounts offset in accordance with netting arrangements.											$	(2,405,088)
Net amounts of Repurchase agreements as presented in the Consolidated Statements of Financial Condition.											$	58,975,232

December 31, 2023
	Agency Mortgage-Backed Securities		CRTs		Non-Agency Mortgage-Backed Securities		Residential Mortgage Loans		Commercial Mortgage-Backed Securities		Total Repurchase Agreements
	(dollars in thousands)
1 day	$	—	$	—	$	—	$	—	$	—	$	—
2 to 29 days	33,492,952		555,568		840,400		—		191,276		35,080,196
30 to 59 days	18,090,265		—		528,341		—		—		18,618,606
60 to 89 days	6,479,206		139,952		579,611		—		—		7,198,769
90 to 119 days	—		—		39,714		207,592		—		247,306
Over 119 days (1)	2,511,003		—		169,697		644,259		—		3,324,959
Total	$	60,573,426	$	695,520	$	2,157,763	$	851,851	$	191,276	$	64,469,836
Amounts offset in accordance with netting arrangements.											$	(2,268,293)
Net amounts of Repurchase agreements as presented in the Consolidated Statements of Financial Condition.											$	62,201,543
(1) Less than 1% of repurchase agreements had a remaining maturity over 1 year at March 31, 2024. No repurchase agreements had a remaining maturity over 1 year at December 31, 2023.

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 March 31, 2024 and December 31, 2023. Refer to the

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

“Derivative Instruments” Note for information related to the effect of netting arrangements on the Company’s derivative instruments.

	March 31, 2024				December 31, 2023
	Reverse Repurchase Agreements		Repurchase Agreements		Reverse Repurchase Agreements		Repurchase Agreements
	(dollars in thousands)
Gross amounts	$	2,405,088	$	61,380,320	$	2,268,293	$	64,469,836
Amounts offset	(2,405,088)		(2,405,088)		(2,268,293)		(2,268,293)
Netted amounts	$	—	$	58,975,232	$	—	$	62,201,543

The fair value of collateral received in connection with reverse repurchase agreements as of March 31, 2024 was $2.4 billion, of which the Company sold $2.1 billion. The fair value of collateral received in connection with reverse repurchase agreements as of December 31, 2023 was $2.3 billion, of which the Company sold $2.1 billion. The amount of collateral sold is reported at fair value in the Company’s Consolidated Statements of Financial Condition as U.S. Treasury securities sold, not yet purchased.

Other Secured Financing - As of March 31, 2024, the Company had $1.3 billion in total committed credit facilities to finance a portion of its MSR portfolio. Outstanding borrowings under this facility as of March 31, 2024 totaled $600.0 million with maturities ranging between ten months to two years. The weighted average interest rate of the borrowings was 8.07% as of March 31, 2024. Borrowings are reported in Other secured financing in the Company’s Consolidated Statements of Financial Condition.

Refer to the “Variable Interest Entities” Note for additional information on the Company’s other secured financing arrangements at December 31, 2023.

Investments pledged as collateral under secured financing arrangements and interest rate swaps, excluding residential mortgage loans of consolidated VIEs, had an estimated fair value and accrued interest of $64.3 billion and $275.5 million, respectively, at March 31, 2024 and $68.2 billion and $279.5 million, respectively, at December 31, 2023.

13. CAPITAL STOCK

(A)    Common Stock

The following table provides a summary of the Company’s common shares authorized, and issued and outstanding at March 31, 2024 and December 31, 2023.

	Shares authorized		Shares issued and outstanding
	March 31, 2024	December 31, 2023	March 31, 2024	December 31, 2023	Par Value
Common stock	1,468,250,000	1,468,250,000	500,440,023	500,080,287	$0.01

In December 2020, the Company announced that its Board of Directors (“Board”) authorized the repurchase of up to $1.5 billion of its outstanding common shares through December 31, 2021 (the “Prior Share Repurchase Program”). In January 2022, the Company announced that its Board authorized the repurchase of up to $1.5 billion of its outstanding shares of common stock through December 31, 2024 (the “Current Share Repurchase Program”). The Current Share Repurchase Program replaced the Prior Share Repurchase Program. During the three months ended March 31, 2024 and 2023, no shares were repurchased under the Current Share Repurchase Program or Prior Share Repurchase Program.

On August 6, 2020, the Company entered into separate Amended and Restated Distribution Agency Agreements (as amended by Amendment No. 1 to the Amended and Restated Distribution Agency Agreements on August 6, 2021 and Amendment No. 2 to the Amended and Restated Distribution Agency Agreements on November 3, 2022, collectively, the “Sales Agreements”) with each of Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Keefe, Bruyette & Woods, Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC (collectively, the “Sales Agents”). Pursuant to the Sales Agreements, 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 (the “at-the-market sales program”).

During the three months ended March 31, 2024, no shares were issued under the at-the-market sales program; however, the Company incurred costs to maintain the effectiveness of the at-the-market sales program. During the three months ended March 31, 2023, under the at-the-market sales program, the Company issued 25.3 million shares for proceeds of $562.7 million, net of commissions and fees.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

(B)    Preferred Stock

The following is a summary of the Company’s cumulative redeemable preferred stock outstanding at March 31, 2024 and December 31, 2023. 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)	Effective Date of Floating Rate Dividend Period	Floating Annual Rate (2)
	March 31, 2024	December 31, 2023	March 31, 2024	December 31, 2023	March 31, 2024		December 31, 2023
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 Term SOFR + 4.993%
Series G	17,000,000	17,000,000	17,000,000	17,000,000	411,335		411,335		6.50%	3/31/2023	3/31/2023	3M Term SOFR + 4.172%
Series I	17,700,000	17,700,000	17,700,000	17,700,000	428,324		428,324		6.75%	6/30/2024	6/30/2024	3M Term SOFR + 4.989%
Total	63,500,000	63,500,000	63,500,000	63,500,000	$	1,536,569	$	1,536,569
(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. (2) For each series of fixed-to-floating rate cumulative redeemable preferred stock, the floating rate is calculated as 3-month CME Term SOFR (plus a spread adjustment of 0.26161%) plus the spread specified in the prospectus.

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 March 31, 2024, the Company had declared and paid all required quarterly dividends on the Company’s preferred stock.

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

On November 3, 2022, the Company’s Board of Directors approved a repurchase plan for all of its existing outstanding Preferred Stock (as defined below, the “Preferred Stock Repurchase Program”). Under the terms of the plan, the Company is authorized to repurchase up to an aggregate of 63,500,000 shares of Preferred Stock, comprised of up to (i) 28,800,000 shares of its 6.95% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series F Preferred Stock”), (ii) 17,000,000 shares of its 6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series G Preferred Stock”), and (iii) 17,700,000 shares of its 6.75% Series I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series I Preferred Stock”, and together with Series F Preferred Stock and Series G Preferred Stock, the “Preferred Stock”). The aggregate liquidation value of the Preferred Stock that may be repurchased by the Company pursuant to the Preferred Stock Repurchase Program, as of November 3, 2022, was approximately $1.6 billion. The Preferred Stock Repurchase Program became effective on November 3, 2022, and shall expire on December 31, 2024. No shares were repurchased with respect to the Preferred Stock Repurchase Program during the three months ended March 31, 2024.

(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
	March 31, 2024		March 31, 2023
	(dollars in thousands, except per share data)
Dividends and dividend equivalents declared on common stock and share-based awards	$	326,872	$	322,499
Distributions declared per common share	$	0.65	$	0.65
Distributions paid to common stockholders after period end	$	325,286	$	321,023
Distributions paid per common share after period end	$	0.65	$	0.65
Date of distributions paid to common stockholders after period end	April 30, 2024		April 28, 2023
Dividends declared to series F preferred stockholders	$	19,085	$	17,502
Dividends declared per share of series F preferred stock	$	0.663	$	0.608
Dividends declared to series G preferred stockholders	$	10,509	$	6,906
Dividends declared per share of series G preferred stock	$	0.618	$	0.406
Dividends declared to series I preferred stockholders	$	7,467	$	7,467
Dividends declared per share of series I preferred stock	$	0.422	$	0.422

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Item 1. Financial Statements

14.  INTEREST INCOME AND INTEREST EXPENSE

Refer to the “Significant Accounting Policies” Note 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
(1) Changes in fair value are recognized in Other comprehensive income (loss) on the accompanying Consolidated Statements of Comprehensive Income (Loss) for securities purchased prior to July 1, 2022. Effective July 1, 2022, changes in fair value are recognized in Net gains (losses) on investments and other on the accompanying Consolidated Statements of Comprehensive Income (Loss) for newly purchased securities. (2) Changes in fair value are recognized in Net gains (losses) on investments and other 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 table presents the components of the Company’s interest income and interest expense for the three months ended March 31, 2024 and 2023.

	For the Three Months Ended March 31,
	2024		2023
Interest income	(dollars in thousands)
Agency securities	$	751,516	$	603,102
Residential credit securities	55,996		53,745
Residential mortgage loans (1)	252,016		147,231
Commercial investment portfolio (1) (2)	3,554		9,887
Reverse repurchase agreements	31,406		4,285
Total interest income	$	1,094,488	$	818,250
Interest expense
Repurchase agreements	$	897,598	$	698,742
Debt issued by securitization vehicles	161,017		88,934
Participations issued	20,251		11,111
U.S. Treasury securities sold, not yet purchased	22,073		—
Total interest expense	1,100,939		798,787
Net interest income	$	(6,451)	$	19,463
(1) Includes assets transferred or pledged to securitization vehicles. (2) Includes commercial real estate debt and preferred equity.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

15.  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 months ended March 31, 2024 and 2023.

	For the Three Months Ended
	March 31, 2024		March 31, 2023
	(dollars in thousands, except per share data)
Net income (loss)	$	465,174	$	(839,328)
Net income (loss) attributable to noncontrolling interests	2,282		4,928
Net income (loss) attributable to Annaly	462,892		(844,256)
Dividends on preferred stock	37,061		31,875
Net income (loss) available (related) to common stockholders	$	425,831	$	(876,131)
Weighted average shares of common stock outstanding-basic	500,612,840		489,688,364
Add: Effect of stock awards, if dilutive	569,203		—
Weighted average shares of common  stock outstanding-diluted	501,182,043		489,688,364
Net income (loss) per share available (related) to common share
Basic	$	0.85	$	(1.79)
Diluted	$	0.85	$	(1.79)

The computations of diluted net income (loss) per share available (related) to common share for the three months ended March 31, 2024 and 2023 excludes 1.5 million and 1.7 million, respectively, of potentially dilutive restricted and performance stock units because their effect would have been anti-dilutive.

16.  INCOME TAXES

For the three months ended March 31, 2024, 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 joint ventures, 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 March 31, 2024 and December 31, 2023.

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 months ended March 31, 2024 and 2023, the Company recorded ($0.9) million and $11.0 million, respectively, of income tax expense (benefit) attributable to its TRSs. The Company’s federal, state and local tax returns from 2020 and forward remain open for examination.

17.  SEGMENTS

The Company operates in three reportable segments further described in the Description of Business Note. The accounting policies applied to the segments are the same as those described in the summary of significant accounting policies, with the exception of allocations between segments related to net interest income and other comprehensive income (loss), which are

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

reflected in Other income (loss), and allocations between segments related to investment balances, which are presented net of associated financings in Total Assets. These allocations are made to reflect the economic hedging relationship between investments within different operating segments. Activities that are not directly attributable or not allocated to any of the three current operating segments (such as investments in commercial mortgage-backed securities, preferred stock dividends and corporate existence costs) are reported under Corporate and Other as reconciling items to the Company’s consolidated financial statements. The tables below summarize the result of operations and total assets by segment that are provided to the Chief Operating Decision Maker (CODM), which is the Company’s Operating Committee. Comprehensive income is the measure of segment profit or loss that is determined in accordance with the measurement principles used in measuring the corresponding amounts in the consolidated financial statements and is a key determinant of the Company’s economic return (computed as the change in stockholders’ equity attributable to common shareholders plus common stock dividends declared divided by the prior period’s stockholders’ equity attributable to common shareholders), a measure which is used by the CODM to evaluate segment results and is one of the factors considered in determining capital allocation among the segments.

The following tables present the reportable operating segments related to the Company’s results of operations for the three months ended March 31, 2024 and 2023:

Three Months Ended March 31, 2024
	Agency		Resi-credit		MSR		Corporate & Other		Consolidated
	(dollars in thousands)
Interest income	$	781,926	$	309,008	$	—	$	3,554	$	1,094,488
Interest expense	846,771		251,862		—		2,306		1,100,939
Net interest income	(64,845)		57,146		—		1,248		(6,451)
Servicing and related income	—		—		115,084		—		115,084
Servicing and related expense	—		—		12,216		—		12,216
Net servicing income	—		—		102,868		—		102,868
Other income (loss)	300,952		105,366		(870)		936		406,384
Less: Total general and administrative expenses	15,588		12,674		8,594		1,714		38,570
Income (loss) before income taxes	220,519		149,838		93,404		470		464,231
Income taxes	607		(1,679)		149		(20)		(943)
Net income (loss)	219,912		151,517		93,255		490		465,174
Less: Net income (loss) attributable to noncontrolling interest	—		2,282		—		—		2,282
Net income (loss) attributable to Annaly	219,912		149,235		93,255		490		462,892
Dividends on preferred stock	—		—		—		37,061		37,061
Net income (loss) available (related) to common stockholders	219,912		149,235		93,255		(36,571)		425,831
Unrealized gains (losses) on available-for-sale securities	(281,869)		—		—		—		(281,869)
Reclassification adjustment for net (gains) losses included in net income (loss)	335,351		—		—		—		335,351
Other comprehensive income (loss)	53,482		—		—		—		53,482
Comprehensive income (loss)	273,394		151,517		93,255		490		518,656
Comprehensive income (loss) attributable to noncontrolling interests	—		2,282		—		—		2,282
Comprehensive income (loss) attributable to Annaly	$	273,394	$	149,235	$	93,255	$	490	$	516,374
Noncash investing and financing activities:
Receivable for unsettled trades	907,634		5,000		28,732		—		941,366
Payable for unsettled trades	2,430,956		—		125,842		—		2,556,798
Net change in unrealized gains (losses) on available-for-sale securities, net of reclassification adjustment	53,482		—		—		—		53,482
Dividends declared, not yet paid	—		—		—		325,286		325,286
Total assets
Total assets	$	66,485,685	$	21,525,612	$	3,209,074	$	263,175	$	91,483,546

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

Three Months Ended March 31, 2023
	Agency		Resi-credit		MSR		Corporate & Other		Consolidated
	(dollars in thousands)
Interest income	$	607,387	$	200,976	$	—	$	9,887	$	818,250
Interest expense	651,684		141,501		—		5,602		798,787
Net interest income	(44,297)		59,475		—		4,285		19,463
Servicing and related income	—		—		84,273		—		84,273
Servicing and related expense	—		—		7,880		—		7,880
Net servicing income	—		—		76,393		—		76,393
Other income (loss)	(945,023)		37,776		28,234		(4,310)		(883,323)
Less: Total general and administrative expenses	14,140		12,678		7,370		6,640		40,828
Income (loss) before income taxes	(1,003,460)		84,573		97,257		(6,665)		(828,295)
Income taxes	(219)		7,376		3,759		117		11,033
Net income (loss)	(1,003,241)		77,197		93,498		(6,782)		(839,328)
Less: Net income (loss) attributable to noncontrolling interest	—		4,928		—		—		4,928
Net income (loss) attributable to Annaly	(1,003,241)		72,269		93,498		(6,782)		(844,256)
Dividends on preferred stock	—		—		—		31,875		31,875
Net income (loss) available (related) to common stockholders	(1,003,241)		72,269		93,498		(38,657)		(876,131)
Unrealized gains (losses) on available-for-sale securities	675,374		—		—		—		675,374
Reclassification adjustment for net (gains) losses included in net income (loss)	482,908		—		—		—		482,908
Other comprehensive income (loss)	1,158,282		—		—		—		1,158,282
Comprehensive income (loss)	155,041		77,197		93,498		(6,782)		318,954
Comprehensive income (loss) attributable to noncontrolling interests	—		4,928		—		—		4,928
Comprehensive income (loss) attributable to Annaly	$	155,041	$	72,269	$	93,498	$	(6,782)	$	314,026
Noncash investing and financing activities:
Receivable for unsettled trades	669,048		—		10,048		—		679,096
Payable for unsettled trades	3,234,611		578		23,845		—		3,259,034
Net change in unrealized gains (losses) on available-for-sale securities, net of reclassification adjustment	1,158,282		—		—		—		1,158,282
Dividends declared, not yet paid	—		—		—		321,023		321,023
Total assets
Total assets	$	68,858,366	$	15,313,440	$	2,012,405	$	647,806	$	86,832,017

18.  RISK MANAGEMENT

The primary risks to the Company are liquidity and funding risk, investment/market risk, credit risk and operational 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, changes in the expectations for the volatility of future interest rates and deterioration of financial conditions in general 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.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

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.

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 commercial mortgage-backed securities, residential mortgage loans, CRT securities and other non-Agency mortgage-backed securities. MSR values may also be adversely impacted by rising borrower delinquencies which would reduce servicing income and increase overall costs to service the underlying mortgage loans. The Company is exposed to risk of loss if an issuer, borrower 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, pre-purchase due diligence, maintaining qualifying collateral and continually assessing the creditworthiness of issuers, borrowers and counterparties, credit rating monitoring and active servicer oversight.

The Company depends on third party service providers to perform various business processes related to its operations, including mortgage loan servicers and sub-servicers. The Company’s vendor management policy establishes procedures for engaging, onboarding and monitoring the performance of third party vendors. For mortgage loan servicers and sub-servicers, these procedures include assessing a vendor’s financial health as well as oversight of its compliance with applicable laws and regulations, cybersecurity and business continuity programs and security of personally identifiable information.

19.  LEASE COMMITMENTS AND CONTINGENCIES

The Company’s operating leases are primarily comprised of corporate office leases with remaining lease terms of approximately two years and four years. The corporate office leases include options to extend for up to five years, however the extension terms were 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 months ended March 31, 2024 and 2023 was $0.8 million and $0.8 million, respectively.

Supplemental information related to leases as of and for the three months ended March 31, 2024 was as follows:

Operating Leases	Classification	March 31, 2024
Assets	(dollars in thousands)
Operating lease right-of-use assets	Other assets	$	5,191
Liabilities
Operating lease liabilities (1)	Other liabilities	$	6,543
Lease term and discount rate
Weighted average remaining lease term		1.8 years
Weighted average discount rate (1)		3.3%
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases		$	1,026
(1) For the Company’s leases that 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)
2024 (remaining)	$	3,081
2025	3,149
2026	261
2027	269
2028	22
Later years	—
Total lease payments	$	6,782
Less imputed interest	239
Present value of lease liabilities	$	6,543

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

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 March 31, 2024 and December 31, 2023.

20.  SUBSEQUENT EVENTS

In April 2024, the Company completed and closed two securitizations of residential mortgage loans: OBX 2024-NQM5, with a face value of $574.6 million, and OBX 2024-NQM6, with a face value of $457.2 million. These securitizations represent financing transactions which provided non-recourse financing to the Company collateralized by residential mortgage loans purchased by the Company.

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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. Such statements include those relating to the Company’s future performance, macro outlook, the interest rate and credit environments, tax reform and future opportunities. 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 (“MBS”) and other securities for purchase; the availability of financing and, if available, the terms of any financing; changes in the market value of the Company’s assets; changes in business conditions and the general economy; the Company’s ability to grow its residential credit business; the Company's ability to grow its mortgage servicing rights business; credit risks related to the Company’s investments in credit risk transfer securities and residential mortgage-backed securities and related residential mortgage credit assets; risks related to investments in mortgage servicing rights; the Company’s ability to consummate any contemplated investment opportunities; changes in government regulations or policy affecting the Company’s business; the Company’s ability to maintain its qualification as a REIT for U.S. federal income tax purposes; the Company’s ability to maintain its exemption from registration under the Investment Company Act of 1940; and operational risks or risk management failures by us or critical third parties, including cybersecurity incidents. 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 any subsequent Quarterly Reports on Form 10-Q. The Company does not undertake, and specifically disclaims 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, except as required by law.

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.

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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	35
Business Environment	35
Economic Environment	36
Results of Operations	37
Net Income (Loss) Summary	38
Non-GAAP Financial Measures	39
Earnings Available for Distribution, Earnings Available for Distribution Attributable to Common Stockholders, Earnings Available for Distribution Per Average Common Share and Annualized EAD Return on Average Equity	40
Premium Amortization Expense	42
Economic Leverage and Economic Capital Ratios	42
Interest Income (excluding PAA), Economic Interest Expense and Economic Net Interest Income (excluding PAA)	43
Experienced and Projected Long-term CPR	44
Average Yield on Interest Earning Assets (excluding PAA), Net Interest Spread (excluding PAA), Net Interest Margin (excluding PAA), and Average Economic Cost of Interest Bearing Liabilities	44
Economic Interest Expense and Average Economic Cost of Interest Bearing Liabilities	45
Other Income (Loss)	46
General and Administrative Expenses	47
Return on Average Equity	47
Unrealized Gains and Losses - Available-for-Sale Investments	47
Financial Condition	48
Residential Securities	48
Contractual Obligations	50
Commitments and Contractual Obligations with Unconsolidated Entities	51
Capital Management	51
Stockholders’ Equity	51
Capital Stock	52
Leverage and Capital	52
Risk Management	53
Risk Appetite	53
Governance	53
Description of Risks	54
Liquidity and Funding Risk Management	54
Funding	55
Excess Liquidity	56
Maturity Profile	57
Stress Testing	58
Liquidity Management Policies	59
Investment/Market Risk Management	59
Credit Risk Management	60
Counterparty Risk Management	60
Operational Risk Management	61
Compliance, Regulatory and Legal Risk Management	62
Critical Accounting Estimates	63
Valuation of Financial Instruments	63
Residential Securities	63
Residential Mortgage Loans	63
MSR	63
Interest Rate Swaps	64
Revenue Recognition	64
Consolidation of Variable Interest Entities	64
Use of Estimates	65
Glossary of Terms	66

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

Overview

We are a leading diversified capital manager with investment strategies across mortgage finance. Our principal business objective is to generate net income for distribution to our stockholders and optimize our returns through prudent management of our diversified investment strategies. We are an internally-managed Maryland corporation founded in 1997 that has elected to be taxed as a REIT. 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

The first quarter 2024 was characterized by a gradual move higher in interest rates, which nonetheless remained largely rangebound due to several offsetting factors. On the one hand, U.S. economic growth and the labor market remained stronger than widely expected by market participants in the quarter. In addition, inflation accelerated relative to a slower run rate in the second half of 2023. These changes led markets to significantly reduce the number of expected interest rate cuts by the Federal Reserve (“the Fed”) and delayed the timing of the first cut. At the beginning of 2024, markets had penciled in the equivalent of more than six 25 basis point cuts to the Federal Funds Target Rate starting this spring. However, current expectations have been pared back to less than two such cuts starting in the second half of the year.

On the other hand, demand for fixed income securities has strengthened of late, with the largest quarterly inflows into mutual funds and electronically traded funds (“ETFs”) in more than two years. Meanwhile, banks increased their security holdings in the first quarter as well after having net sold securities for much of last year. On balance, the strong fund inflows and the improved bank demand broadened the investor base, particularly for Agency MBS, a welcome development after two years of elevated supply and more concentrated demand to money managers and foreign investors.

Annaly’s portfolio performed well in the first quarter, as our diversified housing finance strategy delivered a 4.8% positive economic return in the quarter, with all three businesses contributing to the positive economic return. Moreover, these results were generated at the lowest economic leverage in several years at 5.6x, while generating earnings available for distribution of $0.64 per share.

Turning to Annaly’s individual business lines, Agency MBS spreads tightened modestly, by up to five basis points, led by production coupons, as interest rate volatility declined from recently elevated levels. With respect to portfolio activity, we continued to gravitate the Agency MBS portfolio up in coupon, with the weighted-average portfolio coupon increasing marginally to 4.69% at the end of the quarter. We once again invested in high-quality specified pool securities in production coupons that provide the widest nominal mortgage spreads and, as evidenced by the price action in the first quarter, some of the best economic returns in a rangebound interest rate environment. These production coupons also stand to benefit from potential spread tightening should interest rate volatility continue to decline or the yield curve steepens. Despite the positive longer-term outlook, the Agency MBS performance has been challenging in recent weeks given the strength in economic data and a delay in the potential start of Fed rate cuts. Finally, our aggregate portfolio performance was helped by incremental excess returns in our Agency CMBS portfolio as well as our increased allocation of interest rate swaps in the hedge portfolio, which benefited from wider swap spreads.

Annaly’s Residential Credit business continued to grow its portfolio and benefited from meaningful spread tightening in the first quarter, as positive sentiment towards credit assets and sound housing fundamentals supported the sector. The growth in the portfolio was sponsored by our wholly-owned subsidiary Onslow Bay Financial LLC’s (“Onslow Bay”) strategy of whole loan purchases, non-qualified mortgage (“Non-QM”) securitizations, and retention of part of the resulting MBS. Meanwhile, given the tighter spreads in the sector, we opportunistically reduced segments of our third-party securities portfolio during the quarter.

The Onslow Bay (“OBX”) correspondent channel had another record quarter, registering $3.7 billion in rate locks during the quarter. The correspondent channel settled $2.4 billion of loans in the first quarter, leaving the OBX pipeline with roughly $2 billion in locks at quarter end and continued strong momentum into the spring selling season. Supported by strong origination volumes, we benefited from supportive capital markets by pricing eight securitizations totaling $3.8 billion since the beginning of 2024.

MSR transactional volumes remained elevated in the first quarter given challenging originator profitability while demand and pricing remained firm. Despite elevated supply, we remained selective and disciplined, adding no bulk packages during the quarter, but committing to purchase one package after quarter end.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

We remain confident that we have constructed one of the highest quality conventional MSR portfolios in the market over the last two years, characterized by our industry leading 3.1% note rate and strong credit quality (757 FICO, 69% loan-to-value). Fundamental performance of the MSR portfolio has continued to outpace our initial expectations with the portfolio realizing a 3-month annualized prepayment speed of 3.0%, rising float income given increased escrow balances due to tax and insurance increases, and minimal borrower delinquencies. All of these factors have contributed to our MSR portfolio exhibiting highly stable cash flows with a double-digit return profile.

Earnings available for distribution, economic leverage, and economic return are non-GAAP financial measures. Refer to "Non-GAAP Financial Measures" for additional information, including a reconciliation to its most directly comparable GAAP results.

Economic Environment

U.S. real economic growth remained firm in the first quarter, although it slowed from the robust pace seen in the second half of 2023, as gross domestic product rose 1.6% on a seasonally adjusted annualized rate. Consumer spending remains strong due to solid spending in services to start the year. However, goods consumption is modestly weaker as surveys of consumer sentiment appear less optimistic. Savings as a share of personal income declined to 3.6% in February, suggesting current consumer spending cannot be sustained with income growth and may weaken going forward. Investment activity appears more mixed with the increase in non-residential structure spending coming to an end, while residential investment currently tracks stronger than in the second half of 2023, due in part to strong housing starts and new home sales.

Meanwhile, the supply and demand for labor has continued to move into better balance, leading to stronger-than-expected employment data in the first quarter. According to the Bureau of Labor Statistics, seasonally adjusted total non-farm payroll employment rose at a stronger rate than the prior quarter, with a monthly average 276,000 workers added in the first quarter compared to an average 212,000 workers in the fourth quarter of 2023. The unemployment rate ended the quarter at 3.8%, only modestly higher than 3.7% for the fourth quarter. This is due to the increase in individuals seeking employment, likely driven in part by higher immigration rates, as seen in the rising labor force participation rate from 62.5% in December to 62.7% in March. At the same time, wage growth, as measured by the year-over-year change in Average Hourly Earnings, fell from 4.3% in the fourth quarter to 4.1% in the first quarter. This marks the slowest year-over-year wage gain since June 2021.

Inflation readings, as measured by the year-over-year changes in the Personal Consumption Expenditure Chain Price Index (“PCE”), remain above the Fed’s 2% inflation target and progress on disinflationary measures has been mixed. Total PCE prices over the 12 months ended in March rose to 2.7% compared to the 2.6% recorded by the same metric in January, while core PCE inflation, which excludes volatile food and energy prices, fell from 2.9% in January to 2.8% in March. Price pressures continued to be driven by the service sector, with an increase in car and medical care services, as well as little change in the still-elevated shelter sector. The lack of progress on inflation in the first quarter has raised concerns about a persistent stickiness of inflation above 2%. While forecasts continue to see further moderation in coming months, the strong labor market and healthy state of the economy suggest risks of reacceleration remain.

The Fed conducts monetary policy with a dual mandate: full employment and price stability. Given the progress on inflation at the end of 2023, the Federal Reserve Open Market Committee (“FOMC”) has kept the target range for the Federal Funds rate unchanged at the restrictive level of 5.25% - 5.50% since July 2023. The Federal Reserve Chair Jerome Powell has stated that the policy rate is at or near its peak in the Fed’s tightening cycle and signaled easier monetary policy over the course of 2024. Forecasts from the FOMC meeting in March show the median forecast of the FOMC expects three 25 basis point interest rate cuts this year. However, the recent lack of inflation progress has raised meaningful doubt over when and how much easing can be expected. The FOMC has committed to a data-dependent policy approach and recent data has confirmed that it may take longer than expected for the FOMC to confirm easing is appropriate. Meanwhile, regarding the FOMC’s balance sheet policy, the decline in their securities portfolio, which started in 2022, continued uninterrupted throughout the first quarter. The FOMC has signaled a willingness to slow this decline fairly soon in order to reduce the risk of financial market stress, particularly in front-end money markets.

The stronger-than-expected economic data, increase in market-based inflation expectations, and repricing of the Fed rate policy path drove interest rates across the U.S Treasury yield curve higher during the first quarter. However, the move was gradual and interest rate volatility moved lower relative to the second half of last year. The 10-year U.S. Treasury rate increased from 3.88% on December 29, 2023 to 4.20% on March 31, 2024. Higher rates but lower volatility allowed the mortgage basis, or the spread between the 30-year Agency MBS coupon and 10-year U.S. Treasury rate, to widen only slightly from 137 basis points at the end of 2023 to 140 basis points at the end of the first quarter.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

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

	March 31, 2024	December 31, 2023	March 31, 2023
30-Year mortgage current coupon	5.60%	5.25%	5.05%
Mortgage basis	140 bps	137 bps	158 bps
10-Year U.S. Treasury rate	4.20%	3.88%	3.47%
OIS SOFR Swaps
1-Month	5.32%	5.35%	4.81%
6-Month	5.24%	5.15%	4.91%

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 and in Part II, Item 1A. “Risk Factors” in this Quarterly Report on Form 10-Q.

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.

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

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

Net Income (Loss) Summary

The following table presents financial information related to our results of operations as of and for the three months ended March 31, 2024 and 2023.

	As of and for the Three Months Ended March 31,
	2024			2023
	(dollars in thousands, except per share data)
Interest income	$	1,094,488		$	818,250
Interest expense	1,100,939			798,787
Net interest income	(6,451)			19,463
Servicing and related income	115,084			84,273
Servicing and related expense	12,216			7,880
Net servicing income	102,868			76,393
Other income (loss)	406,384			(883,323)
Less: Total general and administrative expenses	38,570			40,828
Income (loss) before income taxes	464,231			(828,295)
Income taxes	(943)			11,033
Net income (loss)	465,174			(839,328)
Less: Net income (loss) attributable to noncontrolling interests	2,282			4,928
Net income (loss) attributable to Annaly	462,892			(844,256)
Less: Dividends on preferred stock	37,061			31,875
Net income (loss) available (related) to common stockholders	$	425,831		$	(876,131)
Net income (loss) per share available (related) to common stockholders
Basic	$	0.85		$	(1.79)
Diluted	$	0.85		$	(1.79)
Weighted average number of common shares outstanding
Basic	500,612,840			489,688,364
Diluted	501,182,043			489,688,364
Other information
Investment portfolio at period-end	$	87,484,541		$	82,949,575
Average total assets	$	92,355,391		$	84,341,365
Average equity	$	11,420,602		$	11,639,230
GAAP leverage at period-end (1)	6.7:1			5.9:1
GAAP capital ratio at period-end (2)	12.6		%	13.7		%
Annualized return on average total assets	2.01		%	(3.98		%)
Annualized return on average equity	16.29		%	(28.84		%)
Net interest margin (3)	(0.03		%)	0.09		%
Average yield on interest earning assets (4)	4.88		%	3.96		%
Average GAAP cost of interest bearing liabilities (5)	5.40		%	4.52		%
Net interest spread	(0.52		%)	(0.56		%)
Weighted average experienced CPR for the period	6.0		%	5.5		%
Weighted average projected long-term CPR at period-end	8.9		%	8.4		%
Common stock book value per share	$	19.73		$	20.77
Non-GAAP metrics *
Interest income (excluding PAA)	$	1,091,475		$	818,741
Economic interest expense (5)	$	770,790		$	413,081
Economic net interest income (excluding PAA)	$	320,685		$	405,660
Premium amortization adjustment cost (benefit)	$	(3,013)		$	491
Earnings available for distribution (6)	$	357,962		$	427,130
Earnings available for distribution per average common share	$	0.64		$	0.81
Annualized EAD return on average equity (excluding PAA)	12.63		%	14.82		%
Economic leverage at period-end (1)	5.6:1			6.4:1
Economic capital ratio at period-end (2)	14.6		%	13.2		%
Net interest margin (excluding PAA) (3)	1.43		%	1.76		%
Average yield on interest earning assets (excluding PAA) (4)	4.87		%	3.96		%
Average economic cost of interest bearing liabilities (5)	3.78		%	2.34		%
Net interest spread (excluding PAA)	1.09		%	1.62		%

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

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

(1) GAAP leverage is computed as the sum of repurchase agreements, other secured financing, debt issued by securitization vehicles, participations issued and U.S. Treasury securities sold, not yet purchased divided by total equity. Economic leverage is computed as the sum of recourse debt, cost basis of to-be-announced (“TBA”) and CMBX derivatives outstanding, and net forward purchases (sales) of investments divided by total equity. Recourse debt consists of repurchase agreements, other secured financing, and U.S. Treasury securities sold, not yet purchased. Debt issued by securitization vehicles and participations issued are non-recourse to us and are excluded from economic leverage.

(2) GAAP capital ratio is computed as total equity divided by total assets. Economic capital ratio is computed as total equity divided by total economic assets. Total economic assets include the implied market value of TBA derivatives and net of debt issued by securitization vehicles.

(3) Net interest margin represents our interest income less interest expense divided by the average interest earning assets. Net interest margin does not include net interest component of interest rate swaps. Net interest margin (excluding PAA) represents the sum of our 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 outstanding TBA contract and CMBX balances.

(4) Average yield on interest earning assets represents annualized interest income divided by average interest earning assets. Average interest earning assets reflects the average amortized cost of our investments during the period. Average yield on interest earning assets (excluding PAA) is calculated using annualized interest income (excluding PAA).

(5) Average GAAP cost of interest bearing liabilities represents annualized interest expense divided by average interest bearing liabilities. Average interest bearing liabilities reflects the average balances during the period. Average economic cost of interest bearing liabilities represents annualized economic interest expense divided by average interest bearing liabilities. Economic interest expense is comprised of GAAP interest expense and the net interest component of interest rate swaps.

(6) Excludes dividends on preferred stock.

(7) Annualized GAAP return (loss) on average equity annualizes realized and unrealized gains and (losses) which may not be indicative of full year performance, unannualized GAAP return (loss) on average equity is 4.07%, and (7.21%) for the three months ended March 31, 2024 and 2023, respectively.

GAAP

Net income (loss) was $465.2 million, which includes $2.3 million attributable to noncontrolling interests, or $0.85 per average basic common share, for the three months ended March 31, 2024, compared to ($839.3) million, which includes $4.9 million attributable to noncontrolling interests, or ($1.79) per average basic common share, for the same period in 2023. We attribute the majority of the change in net income (loss) to a favorable change in net gains (losses) on derivatives and net servicing income, partially offset by unfavorable changes in net gains (losses) on investments and other and net interest income. Net gains (losses) on derivatives was $1.4 billion for the three months ended March 31, 2024 compared to ($0.9) billion for the same period in 2023. Net servicing income for the three months ended March 31, 2024 was $102.9 million compared to $76.4 million for the same period in 2023. Net gains (losses) on investments and other was ($1.0) billion for the three months ended March 31, 2024 compared to $1.7 million for the same period in 2023. Net interest income for the three months ended March 31, 2024 was ($6.5) million compared to $19.5 million for the same period in 2023. Refer to the section titled “Other income (loss)” located within this Item 2 for additional information related to these changes.

Non-GAAP

Earnings available for distribution were $358.0 million, or $0.64 per average common share, for the three months ended March 31, 2024, compared to $427.1 million, or $0.81 per average common share, for the same period in 2023. The change in earnings available for distribution during the three months ended March 31, 2024, compared to the same period in 2023, was primarily due to higher interest expense from an increase in average borrowing rates and average interest bearing liabilities, and an unfavorable change in the net interest component of interest rate swaps. This change was partially offset by higher coupon income and lower premium amortization expense, excluding PAA, resulting from purchasing assets with lower premium to par, as we rotated up in the coupon stack, partially offset by higher prepayment speed projections, and higher net servicing income.

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:

•earnings available for distribution (“EAD”);

•earnings available for distribution attributable to common stockholders;

•earnings available for distribution per average common share;

•annualized EAD return on average equity;

•economic leverage;

•economic capital ratio;

•interest income (excluding PAA);

•economic interest expense;

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

•economic net interest income (excluding PAA);

•average yield on interest earning assets (excluding PAA);

•average economic cost of interest bearing liabilities;

•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 earnings available for distribution, 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.

Earnings Available for Distribution, Earnings Available for Distribution Attributable to Common Stockholders, Earnings Available for Distribution Per Average Common Share and Annualized EAD Return on Average Equity

Our principal business objective is to generate net income for distribution to our stockholders and optimize our returns through prudent management of our diversified investment strategies. 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. Earnings available for distribution, which is defined as the sum of (a) economic net interest income, (b) TBA dollar roll income and CMBX coupon income, (c) net servicing income less realized amortization of MSR, (d) other income (loss) (excluding amortization of intangibles, non-EAD income allocated to equity method investments and other non-EAD 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-EAD income (loss) items), and excludes (g) the PAA 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, is 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. In addition, EAD serves as a useful indicator for investors in evaluating our performance and ability to pay dividends. Annualized EAD return on average equity, which is calculated by dividing earnings available for distribution over average stockholders’ equity, provides investors with additional detail on the earnings available for distribution generated by our invested equity capital.

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

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Item 2. Management’s Discussion and Analysis

	For the Three Months Ended March 31,
	2024			2023
	(dollars in thousands, except per share data)
GAAP net income (loss)	$	465,174		$	(839,328)
Adjustments to exclude reported realized and unrealized (gains) losses
Net (gains) losses on investments and other (1)	994,120			(1,712)
Net (gains) losses on derivatives (2)	(1,046,995)			1,286,458
Loan loss provision (reversal)	—			(219)
Other adjustments
Amortization of intangibles	673			758
Non-EAD (income) loss allocated to equity method investments (3)	216			(244)
Transaction expenses and non-recurring items (4)	3,737			1,358
Income tax effect of non-EAD income (loss) items	(2,918)			8,278
TBA dollar roll income and CMBX coupon income (5)	1,375			18,183
MSR amortization (6)	(50,621)			(43,423)
EAD attributable to noncontrolling interests	(3,786)			(3,470)
Premium amortization adjustment cost (benefit)	(3,013)			491
Earnings available for distribution *	357,962			427,130
Dividends on preferred stock	37,061			31,875
Earnings available for distribution attributable to common stockholders *	$	320,901		$	395,255
GAAP net income (loss) per average common share	$	0.85		$	(1.79)
Earnings available for distribution per average common share *	$	0.64		$	0.81
Annualized GAAP return (loss) on average equity (7)	16.29		%	(28.84		%)
Annualized EAD return on average equity *	12.63		%	14.82		%
* Represents a non-GAAP financial measure. Refer to the disclosure within this section above for additional information on non-GAAP financial measures. (1) Includes write-downs or recoveries which are reported in Other, net in the Company's Consolidated Statement of Comprehensive Income (Loss). (2) The adjustment to add back Net (gains) losses on derivatives does not include the net interest component of interest rate swaps which is reflected in earnings available for distribution. The net interest component of interest rate swaps totaled $330.1 million and $385.7 million for the three months ended March 31, 2024 and 2023. (3) Represents unrealized (gains) losses allocated to equity interests in a portfolio of MSR, which is a component of Other, net in the Consolidated Statements of Comprehensive Income (Loss). (4) Represents costs incurred in connection with securitizations of residential whole loans. (5) TBA dollar roll income and CMBX coupon income each represent a component of Net gains (losses) on derivatives in the Consolidated Statements of Comprehensive Income (Loss). CMBX coupon income totaled $0.0 million and $1.1 million for the three months ended March 31, 2024 and 2023, respectively. (6) MSR amortization utilizes purchase date cash flow assumptions and actual unpaid principal balances and is calculated as the difference between projected MSR yield income and net servicing income for the period. (7) Annualized GAAP return (loss) on average equity annualizes realized and unrealized gains and (losses) which may not be indicative of full year performance, unannualized GAAP return (loss) on average equity is 4.07%, and (7.21%) for the three months ended March 31, 2024 and 2023, respectively.

From time to time, we enter into TBA forward contracts as an alternate means of investing in and financing Agency MBS. A TBA contract is an agreement to purchase or sell, for future delivery, an Agency MBS 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 MBS, 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 MBS 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 MBS. We record TBA derivatives at fair value on our Consolidated Statements of Financial Condition and recognize periodic changes in fair value in Net gains (losses) on

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Item 2. Management’s Discussion and Analysis

derivatives in our Consolidated Statements of Comprehensive Income (Loss), which includes both unrealized and realized gains and losses on derivatives.

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 MBS (interest income less an implied cost of financing). TBA dollar roll income is reported as a component of Net gains (losses) on 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 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 earnings available for distribution.

Premium Amortization Expense

In accordance with GAAP, we amortize or accrete premiums or discounts into interest income for our Agency MBS, excluding interest-only securities, multifamily and reverse mortgages, 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 models 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 March 31,
	2024		2023
	(dollars in thousands)
Premium amortization expense	$	26,732	$	56,534
Less: PAA cost (benefit)	(3,013)		491
Premium amortization expense (excluding PAA)	$	29,745	$	56,043

Economic Leverage and Economic Capital Ratios

We use 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. Our capital structure is designed to offer an efficient complement of funding sources to generate positive risk-adjusted returns for our stockholders while maintaining appropriate liquidity to support our business and meet our financial obligations under periods of market stress. To maintain our desired capital profile, we utilize a mix of debt and equity funding. Debt funding may include the use of repurchase agreements, loans, securitizations, participations issued, lines of credit, asset backed lending facilities, corporate bond issuance, convertible bonds or other liabilities. Equity capital primarily consists of common and preferred stock.

Our economic leverage ratio is computed as the sum of recourse debt, cost basis of TBA and CMBX derivatives outstanding, and net forward purchases (sales) of investments divided by total equity. Recourse debt consists of repurchase agreements,

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Item 2. Management’s Discussion and Analysis

other secured financing, and U.S Treasury securities sold, not yet purchased. Debt issued by securitization vehicles and participations issued are non-recourse to us and are excluded from economic leverage.

The following table presents a reconciliation of GAAP debt to economic debt for purposes of calculating our economic leverage ratio for the periods presented:

	As of
	March 31, 2024		March 31, 2023
Economic leverage ratio reconciliation	(dollars in thousands)
Repurchase agreements	$	58,975,232	$	60,993,018
Other secured financing	600,000		250,000
Debt issued by securitization vehicles	13,690,967		8,805,911
Participations issued	1,161,323		673,431
U.S. Treasury securities sold, not yet purchased	2,077,404		—
Total GAAP debt	$	76,504,926	$	70,722,360
Less Non-Recourse Debt:
Debt issued by securitization vehicles	$	(13,690,967)	$	(8,805,911)
Participations issued	(1,161,323)		(673,431)
Total recourse debt	$	61,652,636	$	61,243,018
Plus / (Less):
Cost basis of TBA and CMBX derivatives	1,136,788		12,241,647
Payable for unsettled trades	2,556,798		3,259,034
Receivable for unsettled trades	(941,366)		(679,096)
Economic debt *	$	64,404,856	$	76,064,603
Total equity	$	11,496,113	$	11,909,033
Economic leverage ratio *	5.6:1		6.4:1
* Represents a non-GAAP financial measure. Refer to the disclosure within this section above for additional information on non-GAAP financial measures.

The following table presents a reconciliation of GAAP total assets to economic total assets for purposes of calculating our economic capital ratio for the periods presented:

	As of
	March 31, 2024		March 31, 2023
Economic capital ratio reconciliation	(dollars in thousands)
Total GAAP assets	$	91,483,546	$	86,832,017
Less:
Gross unrealized gains on TBA derivatives (1)	(7,220)		(167,065)
Debt issued by securitization vehicles	(13,690,967)		(8,805,911)
Plus:
Implied market value of TBA derivatives	1,133,305		12,020,810
Total economic assets *	$	78,918,664	$	89,879,851
Total equity	$	11,496,113	$	11,909,033
Economic capital ratio (2) *	14.6%		13.2%
* Represents a non-GAAP financial measure. Refer to the disclosure within this section above for additional information on non-GAAP financial measures. (1) Included in Derivative assets in the Consolidated Statements of Financial Condition. (2) Economic capital ratio is computed as total equity divided by total economic assets.

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 MBS (other than interest-only securities, multifamily and reverse mortgages), 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

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Item 2. Management’s Discussion and Analysis

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, which is presented in Net gains (losses) on derivatives in the Consolidated Statements of Comprehensive Income (Loss).

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 present a reconciliation of GAAP interest income and GAAP interest expense to non-GAAP interest income (excluding PAA), economic interest expense and economic net interest income (excluding PAA), respectively, for the periods presented:

Interest Income (excluding PAA)

	GAAP Interest Income		PAA Cost (Benefit)		Interest Income (excluding PAA) *
For the three months ended	(dollars in thousands)
March 31, 2024	$	1,094,488	$	(3,013)	$	1,091,475
March 31, 2023	$	818,250	$	491	$	818,741
* Represents a non-GAAP financial measure. Refer to disclosures within this section above for additional information on non-GAAP financial measures.

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)
March 31, 2024	$	1,100,939		$	(330,149)	$	770,790	$	(6,451)	$	(330,149)	$	323,698	$	(3,013)	$	320,685
March 31, 2023	$	798,787		$	(385,706)	$	413,081	$	19,463	$	(385,706)	$	405,169	$	491	$	405,660
* Represents a non-GAAP financial measure. Refer to disclosures within this section above for additional information on non-GAAP financial measures.

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 MBS 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 MBS portfolio as of and for the periods presented.

	Experienced CPR (1)		Projected Long-term CPR (2)
For the three months ended
March 31, 2024	6.0	%	8.9	%
March 31, 2023	5.5	%	8.4	%
(1) For the three months ended March 31, 2024 and 2023, respectively. (2) At March 31, 2024 and 2023, respectively.

Average Yield on Interest Earning Assets (excluding PAA), Net Interest Spread (excluding PAA), Net Interest Margin (excluding PAA) and Average Economic Cost of Interest Bearing Liabilities

Net interest spread (excluding PAA), which is the difference between the average yield on interest earning assets (excluding PAA) and the average economic cost of interest bearing liabilities, which represents annualized economic interest expense divided by average 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.

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Item 2. Management’s Discussion and Analysis

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) *		Average Yield on Interest Earning Assets (excluding PAA) *		Average Interest Bearing Liabilities (2)		Economic Interest Expense * (2)		Average Economic Cost of Interest Bearing Liabilities * (2)		Economic Net Interest Income (excluding PAA) *	Net Interest Spread (excluding PAA) *
For the three months ended	(dollars in thousands)
March 31, 2024	$	89,738,726	$	1,091,475	4.87	%	$	80,682,111	$	770,790	3.78	%	320,685	1.09	%
March 31, 2023	$	82,644,998	$	818,741	3.96	%	$	70,635,632	413,081		2.34	%	405,660	1.62	%
* Represents a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for additional information. (1) Based on amortized cost. (2) Average interest bearing liabilities reflects the average balances during the period. Economic interest expense is comprised of  GAAP interest expense and the net interest component of interest rate swaps. Average economic cost of interest bearing liabilities represents annualized economic interest expense divided by average interest bearing liabilities.

Net Interest Margin (excluding PAA)

	Interest Income (excluding PAA) *		TBA Dollar Roll and CMBX Coupon Income (1)	Economic Interest Expense *	Subtotal		Average Interest Earnings Assets		Average TBA Contract and CMBX Balances	Subtotal		Net Interest Margin (excluding PAA) *
For the three months ended			(dollars in thousands)
March 31, 2024	$	1,091,475	1,375	(770,790)	$	322,060	$	89,738,726	149,590	$	89,888,316	1.43	%
March 31, 2023	$	818,741	18,183	(413,081)	$	423,843	$	82,644,998	13,949,884	$	96,594,882	1.76	%
* Represents a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for additional information. (1) TBA dollar roll income and CMBX coupon income each represent a component of Net gains (losses) on derivatives. CMBX coupon income totaled $0.0 million and $1.1 million for the three months ended March 31, 2024 and 2023, respectively.

Economic Interest Expense and Average Economic 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 following table shows our average interest bearing liabilities and average economic cost of interest bearing liabilities as compared to average one-month and average six-month SOFR for the periods presented.

Average Economic Cost of Interest Bearing Liabilities

	Average Interest Bearing Liabilities		Interest Bearing Liabilities at Period End		Economic Interest Expense * (1)		Average Economic Cost of Interest Bearing Liabilities *		Average One- Month Term SOFR		Average Six- Month Term SOFR		Average One-Month Term SOFR Relative to Average Six- Month Term SOFR		Average Economic Cost of Interest Bearing Liabilities Relative to Average One- Month Term SOFR		Average Economic Cost of Interest Bearing Liabilities Relative to Average Six-Month Term SOFR
For the three months ended
March 31, 2024	$	80,682,111	$	75,904,926	$	770,790	3.78	%	5.33	%	5.21	%	0.12	%	(1.55	%)	(1.43	%)
March 31, 2023	$	70,635,632	$	70,472,360	$	413,081	2.34	%	4.61	%	4.92	%	(0.31	%)	(2.27	%)	(2.58	%)
* Represents a non-GAAP financial measure. Refer to the “Non-GAAP Financial Measures” section for additional information. (1) Economic interest expense is comprised of GAAP interest expense and the net interest component of interest rate swaps.

Economic interest expense increased by $357.7 million for the three months ended March 31, 2024, compared to the same period in 2023, primarily due to higher interest expense on repurchase agreements reflecting higher borrowing rates, higher average interest bearing liabilities, and the reduction in the net interest component of interest rate swaps, which was $330.1 million for the three months ended March 31, 2024, compared to $385.7 million for the same period in 2023.

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

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Item 2. Management’s Discussion and Analysis

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 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 March 31, 2024 and December 31, 2023, the majority of our debt represented repurchase agreements and other secured financing arrangements collateralized by a pledge of our Residential Securities, residential mortgage loans, and MSR. 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.

Other Income (Loss)

For the Three Months Ended March 31, 2024 and 2023

Net Gains (Losses) on Investments and Other

Net gains (losses) on disposal of investments was ($545.9) million for the three months ended March 31, 2024, compared to ($521.6) million for the same period in 2023. For the three months ended March 31, 2024, we disposed of Residential Securities with a carrying value of $8.1 billion for an aggregate net gain (loss) of ($438.2) million. For the same period in 2023, we disposed of Residential Securities, with a carrying value of $5.2 billion for an aggregate net gain (loss) of ($521.8) million.

Net unrealized gains (losses) on instruments measured at fair value through earnings was ($448.2) million for the three months ended March 31, 2024, compared to $523.3 million for the same period in 2023, primarily due to unfavorable changes in unrealized gains (losses) on Agency MBS of ($1.1) billion, securitized residential whole loans of consolidated VIEs of ($294.8) million, and residential whole loans of ($50.4) million, partially offset by favorable changes in residential securitized debt of consolidated VIEs of $297.9 million, U.S. Treasury securities sold, not yet purchased of $133.3 million, and participations issued of $25.0 million.

Net Gains (Losses) on Derivatives

Net gains (losses) on interest rate swaps for the three months ended March 31, 2024 was $1.2 billion compared to ($716.4) million for the same period in 2023, primarily attributable to favorable changes in unrealized gains (losses) on interest rate swaps, partially offset by unfavorable changes in the net interest component of interest rate swaps. Unrealized gains (losses) on interest rate swaps was $900.9 million for the three months ended March 31, 2024, compared to ($956.3) million for the same period in 2023, which reflected a flatter forward rate curve compared to a steeper declining forward rate curve in the prior period. Realized gains (losses) on termination of interest rate swaps was ($21.2) million for the three months ended March 31, 2024, compared to ($145.8) million for the same period in 2023, which reflected our termination of interest rate swaps with a notional amount of $2.5 billion, compared to $8.6 billion for the same period in 2023. Net interest component on interest rate swaps was $330.1 million for the three months ended March 31, 2024, compared to $385.7 million for the same period in 2023.

Net gains (losses) on other derivatives was $167.3 million for the three months ended March 31, 2024, compared to ($184.4) million for the same period in 2023. The change in net gains (losses) on other derivatives was primarily due to a favorable change in net gains (losses) on futures, which was $137.0 million for the three months ended March 31, 2024, compared to ($196.5) million for the same period in 2023, and net gains (losses) on interest rate swaptions, which was $30.6 million for the three months ended March 31, 2024, compared to ($43.7) million for the same period in 2023, partially offset by an unfavorable change in net gains (losses) on TBA derivatives, which was $6.3 million for the three months ended March 31, 2024, compared to $61.5 million for the same period in 2023.

Other, Net

Other, net includes brokerage and commission fees, due diligence costs, securitization expenses, and interest on custodial balances. We also report in Other, net 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,

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Item 2. Management’s Discussion and Analysis

balances may fluctuate from period to period. Other, net for the three months ended March 31, 2024 was $23.4 million compared to $15.5 million for the same period in 2023, primarily attributable to an increase in interest on custodial balances, partially offset by an increase in securitization related costs.

General and Administrative Expenses

General and administrative (“G&A”) expenses consist of compensation 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		Total G&A Expenses/Average Assets		Total G&A Expenses/Average Equity
For the three months ended	(dollars in thousands)
March 31, 2024	$	38,570	0.17	%	1.35	%
March 31, 2023	$	40,828	0.19	%	1.40	%

G&A expenses were $38.6 million for the three months ended March 31, 2024, a decrease of $2.3 million compared to the same period in 2023. The change in each period was primarily due to a decrease in compensation, in addition to lower expenses related to technology, equipment, and insurance.

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)		Net Servicing Income/Average Equity		Other Income (Loss)/Average Equity (2)		G&A Expenses/ Average Equity		Income Taxes/ Average Equity		Return on Average Equity
For the three months ended
March 31, 2024	11.34	%	3.60	%	2.67	%	(1.35	%)	0.03	%	16.29	%
March 31, 2023	13.92	%	2.63	%	(43.61	%)	(1.40	%)	(0.38	%)	(28.84	%)
(1) Economic net interest income includes the net interest component of interest rate swaps. (2) Other income (loss) excludes the net interest component of interest rate swaps.

Unrealized Gains and Losses - Available-for-Sale Investments

The unrealized fluctuations in market values of our available-for-sale Agency MBS, for which the fair value option is not elected, 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 following table shows cumulative unrealized gains and losses on our available-for-sale investments reflected in the Consolidated Statements of Financial Condition.

	March 31, 2024		December 31, 2023
	(dollars in thousands)
Unrealized gain	$	4,364	$	5,051
Unrealized loss	(1,286,282)		(1,340,451)
Accumulated other comprehensive income (loss)	$	(1,281,918)	$	(1,335,400)

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 March 31, 2024 is solely due to market conditions and not the quality of the assets. Substantially all of the Agency MBS have an actual or implied credit rating that is the same as that of the U.S. government. The investments do not require an allowance for credit losses 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 $91.5 billion and $93.2 billion at March 31, 2024 and December 31, 2023, respectively. The change was primarily due to decreases in Agency MBS of $2.8 billion, receivables for unsettled trades of $1.8 billion, and principal and interest receivable of $355.4 million, partially offset by increases in securitized residential whole loans of consolidated VIEs of $2.3 billion, mortgage servicing rights of $529.1 million, and cash and cash equivalents of $253.2 million. Our portfolio composition, net equity allocation and debt-to-net equity ratio by asset class were as follows at March 31, 2024:

	Agency MBS			MSR			Residential Credit (1)			Commercial			Total
Assets	(dollars in thousands)
Fair value	$	63,542,230		$	2,651,279		$	21,137,904		$	153,128		$	87,484,541
Implied market value of derivatives (2)	1,133,305			—			—			—			1,133,305
Debt
Repurchase agreements	54,822,067			—			4,016,945			136,220			58,975,232
Implied cost basis of derivatives (2)	1,136,788			—			—			—			1,136,788
Other secured financing	—			600,000			—			—			600,000
Debt issued by securitization vehicles	—			—			13,690,967			—			13,690,967
Participations issued	—			—			1,161,323			—			1,161,323
U.S. Treasury securities sold, not yet purchased	2,016,104			(1,374)			62,665			9			2,077,404
Net forward purchases	1,523,322			97,110			(5,000)			—			1,615,432
Other
Net other assets / liabilities	1,523,109			388,057			163,170			61,077			2,135,413
Net equity allocated	$	6,700,363		$	2,343,600		$	2,374,174		$	77,976		$	11,496,113
Net equity allocated (%)	59		%	20		%	20		%	1		%	100		%
Debt/net equity ratio (3)	8.2:1			0.3:1			7.9:1			1.7:1			6.7:1
(1) Fair value includes residential loans held for sale, and assets and liabilities associated with non-controlling interests. (2) Derivatives include TBA contracts under Agency MBS. (3) Represents the debt/net equity ratio as determined using amounts on the Consolidated Statements of Financial Condition.

Residential Securities

Substantially all of our Agency MBS at March 31, 2024 and December 31, 2023 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 Fannie Mae, Freddie Mac, or Ginnie Mae pass through certificates or CMOs, which have an actual or implied credit rating that is the same as that of the U.S. government. We carry all of our Agency MBS 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 March 31, 2024 and December 31, 2023, we had on our Consolidated Statements of Financial Condition a total of $1.4 billion and $1.4 billion, 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 $2.3 billion and $2.4 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 MBS portfolio for the three months ended March 31, 2024 and 2023 was 6.0% and 5.5%, respectively. The weighted average projected long-term prepayment speed on our Agency MBS portfolio as of March 31, 2024 and 2023 was 8.9% and 8.4%, respectively.

Given our current portfolio composition, if mortgage principal prepayment rates were to increase over the life of our mortgage-

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Item 2. Management’s Discussion and Analysis

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

The following table presents our Residential Securities that were carried at fair value at March 31, 2024 and December 31, 2023.

	March 31, 2024		December 31, 2023
	Estimated Fair Value
Agency
Fixed-rate pass-through	$	59,472,835	$	62,198,941
Adjustable-rate pass-through	185,133		191,489
CMO	79,370		82,972
Interest-only	237,992		264,005
Multifamily	3,539,373		3,544,528
Reverse mortgages	27,527		26,853
Total agency securities	$	63,542,230	$	66,308,788
Residential credit
Credit risk transfer	$	871,421	$	974,059
Alt-A	141,989		150,235
Prime	81,870		180,647
Subprime	236,212		235,605
NPL/RPL	1,223,396		1,197,555
Prime jumbo (>= 2010 vintage)	250,443		344,232
Total residential credit securities	$	2,805,331	$	3,082,333
Total Residential Securities	$	66,347,561	$	69,391,121

The following table summarizes certain characteristics of our Residential Securities (excluding interest-only mortgage-backed securities) and interest-only mortgage-backed securities at March 31, 2024 and December 31, 2023.

	March 31, 2024			December 31, 2023
Residential Securities (1)	(dollars in thousands)
Principal amount	$	67,645,661		$	70,078,626
Net premium	(17,607)			63,902
Amortized cost	67,628,054			70,142,528
Amortized cost / principal amount	99.97		%	100.09		%
Carrying value	65,633,485			68,701,769
Carrying value / principal amount	97.03		%	98.04		%
Weighted average coupon rate	4.78		%	4.68		%
Weighted average yield	4.76		%	4.64		%
Adjustable-rate Residential Securities (1)
Principal amount	$	1,087,948		$	1,206,700
Weighted average coupon rate	8.84		%	8.79		%
Weighted average yield	8.08		%	8.09		%
Weighted average term to next adjustment (2)	7 Months			8 Months
Weighted average lifetime cap (3)	9.34		%	9.34		%
Principal amount at period end as % of total residential securities	1.61		%	1.72		%
Fixed-rate Residential Securities (1)
Principal amount	$	66,557,713		$	68,871,926
Weighted average coupon rate	4.72		%	4.61		%
Weighted average yield	4.71		%	4.58		%
Principal amount at period end as % of total residential securities	98.39		%	98.28		%
Interest-only Residential Securities
Notional amount	$	29,307,674		$	25,918,105
Net premium	891,988			865,467
Amortized cost	891,988			865,467
Amortized cost / notional amount	3.04		%	3.34		%
Carrying value	714,076			689,352

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Item 2. Management’s Discussion and Analysis

Carrying value / notional amount	2.44	%	2.66	%
Weighted average coupon rate	0.41	%	0.43	%
Weighted average yield	NM		NM
(1) Excludes interest-only MBS. (2) Excludes non-Agency MBS and CRT securities. (3) Excludes non-Agency MBS and CRT securities as this attribute is not applicable to these asset classes. NM Not meaningful.

The following tables summarize certain characteristics of our Residential Credit portfolio at March 31, 2024.

			Payment Structure				Investment Characteristics (1)
Product	Estimated Fair Value		Senior		Subordinate		Coupon		Credit Enhancement		60+ Delinquencies		3M VPR (2)
(dollars in thousands)
Credit risk transfer	$	871,421	$	—	$	871,421	9.73	%	1.68	%	0.85	%	4.55	%
Alt-A	141,989		—		141,989		6.98	%	9.61	%	2.70	%	10.42	%
Prime	81,870		20,773		61,097		3.68	%	4.38	%	0.64	%	4.44	%
Subprime	236,212		68,452		167,760		7.25	%	23.46	%	10.32	%	9.16	%
Re-performing loan securitizations	788,569		449,383		339,186		5.49	%	28.13	%	17.90	%	3.95	%
Non-performing loan securitizations	434,827		388,764		46,063		5.19	%	39.58	%	65.80	%	7.29	%
Prime jumbo (>=2010 vintage)	250,443		75,796		174,647		4.88	%	2.40	%	0.53	%	3.88	%
Total/weighted average	$	2,805,331	$	1,003,168	$	1,802,163	6.84	%	18.02	%	17.05	%	5.47	%
(1) Investment characteristics exclude the impact of interest-only securities. (2) Represents the 3 month voluntary prepayment rate (“VPR”).

	Bond Coupon
Product	ARM		Fixed		Floater		Interest-Only		Estimated Fair Value
(dollars in thousands)
Credit risk transfer	$	—	$	—	$	871,421	$	—	$	871,421
Alt-A	1,169		140,820		—		—		141,989
Prime	—		67,606		—		14,264		81,870
Subprime	—		214,907		21,216		89		236,212
Re-performing loan securitizations	—		788,569		—		—		788,569
Non-performing loan securitizations	—		434,827		—		—		434,827
Prime jumbo (>=2010 vintage)	—		154,008		20,639		75,796		250,443
Total	$	1,169	$	1,800,737	$	913,276	$	90,149	$	2,805,331

Contractual Obligations

The following table summarizes the effect on our liquidity and cash flows from contractual obligations at March 31, 2024. 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 March 31, 2024, the interest rate swaps had a net fair value of $25.9 million.

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Item 2. Management’s Discussion and Analysis

	Within One Year		One to Three Years		Three to Five Years		More than Five Years		Total
	(dollars in thousands)
Repurchase agreements	$	58,796,170	$	179,062	$	—	$	—	$	58,975,232
Interest expense on repurchase agreements (1)	389,005		14,312		—		—		403,317
Other secured financing	225,000		375,000		—		—		600,000
Interest expense on other secured financing (1)	46,233		21,114		—		—		67,347
Debt issued by securitization vehicles (principal)	—		—		—		14,801,428		14,801,428
Interest expense on debt issued by securitization vehicles	700,973		1,401,946		1,401,946		21,073,493		24,578,358
Participations issued (principal)	—		—		—		1,134,210		1,134,210
Interest expense on participations issued	85,664		171,327		171,327		2,124,450		2,552,768
Long-term operating lease obligations	4,109		2,449		224		—		6,782
Total	$	60,247,154	$	2,165,210	$	1,573,497	$	39,133,581	$	103,119,442
(1) Interest expense on repurchase agreements and other secured financing calculated based on rates at March 31, 2024.

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 securitization structures, credit facilities, or other term financing structures to finance certain of our assets. During the three months ended March 31, 2024, we received $1.4 billion from principal repayments and $9.5 billion in cash from disposal of Securities. During the three months ended March 31, 2023, we received $1.3 billion from principal repayments and $4.7 billion in cash from disposal of Securities.

Commitments and Contractual Obligations with Unconsolidated Entities

We do not have any commitments or contractual obligations arising from arrangements with unconsolidated entities that have or are reasonably likely to have a material effect on our financial condition, revenues or expenses, results of operations, liquidity, cash requirements or capital resources.

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 capital policy defines the parameters and principles supporting a comprehensive capital management practice.

The major risks impacting capital are 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 and in Part II, Item 1A. “Risk Factors” in this Quarterly Report on Form 10-Q.

Capital requirements are based on maintaining levels above approved thresholds, ensuring the quality of our capital appropriately reflects our asset mix, market and funding structure. In the event we fall short of our internal thresholds, 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 March 31, 2024 and December 31, 2023:

	March 31, 2024		December 31, 2023
Stockholders’ equity	(dollars in thousands)
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
6.75% Series I fixed-to-floating rate cumulative redeemable preferred stock	428,324		428,324
Common stock	5,004		5,001
Additional paid-in capital	23,673,687		23,672,391
Accumulated other comprehensive income (loss)	(1,281,918)		(1,335,400)
Accumulated deficit	(12,523,809)		(12,622,768)
Total stockholders’ equity	$	11,409,533	$	11,255,793

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Item 2. Management’s Discussion and Analysis

Capital Stock

Common Stock

In December 2020, we announced that our Board authorized the repurchase of up to $1.5 billion of our outstanding common shares, which expired on December 31, 2021 (the “Prior Share Repurchase Program”). In January 2022, we announced that our Board authorized the repurchase of up to $1.5 billion of our outstanding shares of common stock through December 31, 2024 (the “Current Share Repurchase Program”). The Current Share Repurchase Program replaced the Prior Share Repurchase Program. During the three months ended March 31, 2024 and 2023, no shares were purchased under the Current Share Repurchase Program or Prior Share Repurchase Program.

On August 6, 2020, we entered into separate Amended and Restated Distribution Agency Agreements (as amended by Amendment No. 1 to the Amended and Restated Distribution Agency Agreements on August 6, 2021, and Amendment No. 2 to the Amended and Restated Distribution Agency Agreements on November 3, 2022, collectively, the “Sales Agreements”) with each of Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Keefe, Bruyette & Woods, Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC (collectively, the “Sales Agents”). Pursuant to the Sales Agreements, we may offer and sell shares of common stock, having an aggregate offering price of up to $1.5 billion, from time to time through any of the Sales Agents (the “at-the-market sales program”).

No shares were issued under the at-the-market sales program during the three months ended March 31, 2024. During the three months ended March 31, 2023, under the at-the-market sales program, we issued 25.3 million shares for proceeds of $562.7 million, net of commissions and fees. Refer to the “Capital Stock” Note located within Item 1 for additional information related to the at-the-market sales program.

Preferred Stock

On November 3, 2022, our Board approved a repurchase plan for all of our existing outstanding Preferred Stock (as defined below, the “Preferred Stock Repurchase Program”). Under the terms of the plan, we are authorized to repurchase up to an aggregate of 63,500,000 shares of Preferred Stock, comprised of up to (i) 28,800,000 shares of our 6.95% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series F Preferred Stock”), (ii) 17,000,000 shares of our 6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series G Preferred Stock”), and (iii) 17,700,000 shares of our 6.75% Series I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series I Preferred Stock”, and together with Series F Preferred Stock and Series G Preferred Stock, the “Preferred Stock”). The aggregate liquidation value of the Preferred Stock that may be repurchased by us pursuant to the Preferred Stock Repurchase Program, as of November 3, 2022, was approximately $1.6 billion. The Preferred Stock Repurchase Program became effective on November 3, 2022, and shall expire on December 31, 2024. No shares were repurchased with respect to the Preferred Stock Repurchase Program during the three months ended March 31, 2024.

Purchases made pursuant to the Preferred Stock Repurchase Program will be made in either the open market or in privately negotiated transactions from time to time as permitted by securities laws and other legal requirements. The timing, manner, price and amount of any repurchases will be determined by us in our discretion and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The authorization does not obligate us to acquire any particular amount of Preferred Stock and the program may be suspended or discontinued at our discretion without prior notice.

Leverage and Capital

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

Our GAAP leverage ratio at March 31, 2024 and December 31, 2023 was 6.7:1 and 6.8:1, respectively. Our economic leverage ratio, which is computed as the sum of Recourse Debt, cost basis of TBA and CMBX derivatives outstanding, and net forward purchases (sales) of investments divided by total equity was 5.6:1 and 5.7:1, at March 31, 2024 and December 31, 2023,

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Item 2. Management’s Discussion and Analysis

respectively. Our GAAP capital ratio at March 31, 2024 and December 31, 2023 was 12.6% and 12.2%, respectively. Our economic capital ratio, which represents our ratio of stockholders’ equity to total economic assets (inclusive of the implied market value of TBA derivatives and net of debt issued by securitization vehicles), was 14.6% and 14.0% at March 31, 2024 and December 31, 2023, respectively. Economic leverage ratio and economic capital ratio are non-GAAP financial measures. Refer to the “Non-GAAP Financial Measures” section for additional information, including reconciliations to their most directly comparable GAAP results.

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 believe 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 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 considerate of our overall capital allocation framework.
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 to 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.
Operational Risk	We will seek to limit impacts to our business through disciplined operational risk management practices addressing areas including but not limited to, management of key third party relationships (i.e. originators, sub-servicers), human capital management, cybersecurity and technology related matters, business continuity and financial reporting risk.
Compliance, Regulatory and Legal	We will seek to comply with regulatory requirements needed to maintain our REIT status and our exemption from registration under the Investment Company Act and the licenses and approvals of our regulated and licensed subsidiaries.

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 Risk Committee and Audit Committee with support from the other Board Committees. The Risk Committee is responsible for oversight of our risk governance structure, risk management (operational and market risk) and risk assessment guidelines and policies and our risk appetite. The Audit Committee 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. The Risk Committee and the Audit Committee jointly oversee practices and policies related to cybersecurity and receive regular reports from management throughout the year on cybersecurity and related risks. The Management Development and Compensation Committee is responsible for oversight of risk related to our compensation policies and practices and other human capital matters such as succession and culture. The Nominating/Corporate Governance Committee assists the Board in its oversight of

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Item 2. Management’s Discussion and Analysis

our corporate governance framework and the annual self-evaluation of the Board, and the Corporate Responsibility Committee assists the Board in its oversight of any matters that may present reputational or environmental, social, and governance (“ESG”) risk to us. The Corporate Responsibility Committee shares oversight of specific ESG-related matters with other Board Committees and meets jointly with the Management Development and Compensation Committee on the Company's human capital management and culture and with the Risk Committee on ESG-related regulatory and policy risks.

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. Three 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 / Liability Committee (“ALCO”) 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 Audit Committee. Audit Services is responsible for performing our internal audit activities, which includes independently assessing and validating key controls within the risk management framework.

Our compliance group is responsible for oversight of our regulatory compliance. Our Chief Compliance Officer has reporting lines to the Audit Committee.

Description of Risks

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

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

Risk	Description
Liquidity 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 business continuity planning), human factors or external events. This risk also applies to our use of proprietary and third party models, software vendors and data providers, and oversight of third party service providers such as sub-servicers, due diligence firms etc.
Compliance, Regulatory and Legal Risk	Risk to earnings, capital, reputation or conduct of business arising from violations of, or nonconformance with internal and external applicable rules and regulations, losses resulting from lawsuits or adverse judgments, or from changes in the regulatory environment that may impact our business model.

Liquidity and Funding Risk Management

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

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Item 2. Management’s Discussion and Analysis

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 our wholly-owned subsidiary, Arcola Securities, Inc. (“Arcola”), other secured financing, 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.

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. In addition, Arcola may borrow funds through direct repurchase agreements.

To reduce our liquidity risk we maintain a laddered approach to our repurchase agreements. At March 31, 2024 and December 31, 2023, the weighted average days to maturity was 43 days and 44 days, respectively.

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 have continued to diversify our financing profile adding new non-mark-to-market facilities and financing options under existing facilities for our Residential Credit operating segment. The non-mark-to-market facilities have margin call features that adjust on factors other than the changes in the market value of pledged collateral. We remain active and flexible in our liquidity structure to market developments.

At March 31, 2024, we had total financial assets and cash pledged against existing liabilities of $63.8 billion. The weighted average haircut was approximately 4% on repurchase agreements. The quality and character of the Residential Securities that we pledge as collateral under the repurchase agreements and interest rate swaps did not materially change at March 31, 2024, compared to the same period in 2023, 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 March 31, 2024.

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

	Repurchase Agreements				Reverse Repurchase Agreements
	Average Daily Amount Outstanding		Ending Amount Outstanding		Average Daily Amount Outstanding		Ending Amount Outstanding
For the three months ended	(dollars in thousands)
March 31, 2024	$	64,027,388	$	58,975,232	$	2,323,485	$	—
December 31, 2023	61,924,576		62,201,543		1,340,204		—
September 30, 2023	66,020,036		64,693,821		257,097		—
June 30, 2023	64,591,463		61,637,600		600,968		—
March 31, 2023	60,477,833		60,993,018		371,429		—
December 31, 2022	59,946,810		59,512,597		102,025		—
September 30, 2022	56,354,310		54,160,731		139,991		—
June 30, 2022	51,606,720		51,364,097		117,903		—
March 31, 2022	53,961,689		52,626,503		39,535		—

Our committed facility warehouse lines provide financing for our MSR portfolio for liquidity purposes. We maintain a conservative approach to these facilities, generally over-collateralizing the lines against margin calls.

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Item 2. Management’s Discussion and Analysis

The following table provides information on our repurchase agreements and other secured financing by maturity date at March 31, 2024. The weighted average remaining maturity on our repurchase agreements and other secured financing was 48 days at March 31, 2024:

	March 31, 2024
	Principal Balance		Weighted Average Rate		% of Total
	(dollars in thousands)
1 day	$	17,647,809	5.48	%	29.6	%
2 to 29 days	10,995,185		5.64	%	18.5	%
30 to 59 days	19,964,545		5.51	%	33.5	%
60 to 89 days	6,864,342		5.57	%	11.5	%
90 to 119 days	—		—	%	—	%
Over 119 days (1)	4,103,351		6.18	%	6.9	%
Total	$	59,575,232	5.58	%	100.0	%
(1) Less than 1% of the total repurchase agreements and other secured financing had a remaining maturity over 1 year.

We also finance our investments in residential mortgage loans through the issuance of securitization transactions sponsored by our wholly-owned subsidiary Onslow Bay Financial LLC (“Onslow Bay”) under the Onslow Bay private-label securitization program. In order to increase financing optionality for our Onslow Bay platform we closed a new warehouse facility that includes expanded product offerings with a non-mark-to-market component for residential whole loans and a new non-mark-to-market two-year facility for OBX retained securities.

The following table presents our outstanding debt balances and associated weighted average rates and days to maturity at March 31, 2024:

			Weighted Average Rate
	Principal Balance		As of Period End		For the Quarter		Weighted Average Days to Maturity (1)
	(dollars in thousands)
Repurchase agreements	$	58,975,232	5.55	%	5.55	%	43
Other secured financing	600,000		8.08	%	8.07	%	500
Debt issued by securitization vehicles (2)	14,801,428		4.74	%	4.72	%	12,623
Participations issued (2)	1,134,210		7.55	%	7.32	%	10,877
Total indebtedness	$	75,510,870
(1) Determined based on estimated weighted-average lives of the underlying debt instruments. (2) 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.

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 March 31, 2024:

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Item 2. Management’s Discussion and Analysis

	Encumbered Assets		Unencumbered Assets		Total
Financial assets	(dollars in thousands)
Cash and cash equivalents	$	1,367,057	$	298,313	$	1,665,370
Investments, at carrying value (1)
Agency mortgage-backed securities	58,841,494		3,237,776		62,079,270
Credit risk transfer securities	853,419		18,002		871,421
Non-agency mortgage-backed securities	1,754,832		179,078		1,933,910
Commercial mortgage-backed securities	153,128		—		153,128
Residential mortgage loans (2)	17,573,364		759,209		18,332,573
MSR	1,857,834		793,445		2,651,279
Other assets (3)	—		55,904		55,904
Total financial assets	$	82,401,128	$	5,341,727	$	87,742,855
(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 commercial real estate investments and interests in certain joint ventures.

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, including in respect of our deposits of our cash and cash equivalents, 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 March 31, 2024:

	Carrying Value (1)
Liquid assets	(dollars in thousands)
Cash and cash equivalents	$	1,665,370
Residential Securities (2)	64,884,512
Commercial mortgage-backed securities	153,128
Residential mortgage loans (3)	2,717,823
Total liquid assets	$	69,420,833
Percentage of liquid assets to carrying amount of encumbered and unencumbered financial assets (4)	96.27		%
(1) Carrying value approximates the market value of assets. The assets listed in this table include $63.8 billion of assets that have been pledged as collateral against existing liabilities at March 31, 2024. 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 $15.6 billion. (4) Denominator is computed based on the carrying amount of encumbered and unencumbered financial assets, excluding assets transferred or pledged to securitization vehicles, of $15.6 billion.

Maturity Profile

We consider the profile of our assets, liabilities and derivatives when managing both liquidity risk as well as investment/market risk employing a measurement of both the maturity gap and interest rate 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

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Item 2. Management’s Discussion and Analysis

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 March 31, 2024 could vary substantially based on actual prepayment experience.

	Less than 3 Months		3-12  Months		More than 1 Year to 3 Years		3 Years and Over		Total
Financial assets	(dollars in thousands)
Cash and cash equivalents	$	1,665,370	$	—	$	—	$	—	$	1,665,370
Agency mortgage-backed securities (principal)	—		29		105,289		64,757,812		64,863,130
Residential credit risk transfer securities (principal)	—		—		38,939		776,540		815,479
Non-agency mortgage-backed securities (principal)	19,649		136,588		789,695		1,021,120		1,967,052
Commercial mortgage-backed securities (principal)	—		88,863		64,355		—		153,218
Total securities	19,649		225,480		998,278		66,555,472		67,798,879
Residential mortgage loans (principal)	—		—		—		2,652,639		2,652,639
Total loans	—		—		—		2,652,639		2,652,639
Assets transferred or pledged to securitization vehicles (principal)	—		—		—		16,712,352		16,712,352
Total financial assets - maturity	1,685,019		225,480		998,278		85,920,463		88,829,240
Effect of utilizing reset dates (1)	17,760,119		505,962		220,736		(18,486,817)		—
Total financial assets - interest rate sensitive	$	19,445,138	$	731,442	$	1,219,014	$	67,433,646	$	88,829,240
Financial liabilities
Repurchase agreements	$	55,471,881	$	3,324,289	$	179,062	$	—	$	58,975,232
Debt issued by securitization vehicles (principal)	—		—		—		14,801,428		14,801,428
Participations issued (principal)	—		—		—		1,134,210		1,134,210
U.S. Treasury securities sold, not yet purchased	2,077,404		—		—		—		2,077,404
Total financial liabilities - maturity	57,549,285		3,324,289		179,062		15,935,638		76,988,274
Effect of utilizing reset dates (1)(2)	(49,815,073)		3,308,763		10,828,637		35,677,673		—
Total financial liabilities - interest rate sensitive	$	7,734,212	$	6,633,052	$	11,007,699	$	51,613,311	$	76,988,274
Maturity gap	$	(55,864,266)	$	(3,098,809)	$	819,216	$	69,984,825	$	11,840,966
Cumulative maturity gap	$	(55,864,266)	$	(58,963,075)	$	(58,143,859)	$	11,840,966
Interest rate sensitivity gap	$	11,710,926	$	(5,901,610)	$	(9,788,685)	$	15,820,335	$	11,840,966
Cumulative rate sensitivity gap	$	11,710,926	$	5,809,316	$	(3,979,369)	$	11,840,966
(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. The stresses applied include market-wide and firm-specific stresses.

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Item 2. Management’s Discussion and Analysis

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 the 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.

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 assets 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 SOFR but may also enter into interest rate swaps where the floating leg is linked to the overnight index swap rate or another index. 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 March 31, 2024. Actual results could differ materially from these estimates.

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Item 2. Management’s Discussion and Analysis

Change in Interest Rate (1)	Estimated Percentage Change in Portfolio Value (2)	Estimated Change as a % on NAV (2)(3)	Projected Percentage Change in Economic Net Interest Income (4)
-75 Basis points	(0.2%)	(1.4%)	5.4%
-50 Basis points	—%	(0.3%)	4.0%
-25 Basis points	—%	0.2%	2.2%
+25 Basis points	(0.1%)	(0.7%)	(2.6%)
+50 Basis points	(0.2%)	(1.9%)	(5.5%)
+75 Basis points	(0.4%)	(3.4%)	(8.7%)
MBS Spread Shock (1)	Estimated Change in Portfolio Market Value (2)	Estimated Change as a  % on NAV (2)(3)
-25 Basis points	1.3%	9.8%
-15 Basis points	0.8%	5.9%
-5 Basis points	0.3%	1.9%
+5 Basis points	(0.2%)	(1.9%)
+15 Basis points	(0.7%)	(5.8%)
+25 Basis points	(1.2%)	(9.6%)
(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 securities, residential mortgage loans, MSR and derivative instruments. (3) NAV represents book value of equity. (4) Scenarios include securities, residential mortgage loans, repurchase agreements, other secured financing and interest rate swaps. Economic net interest income includes the net interest component of interest rate swaps.

Credit Risk Management

Key risk parameters have been established to specify our credit risk appetite. We seek to manage credit risk by making investments which conform to 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 and commercial real estate investments. MSR values may also be impacted through reduced servicing fees and higher costs to service the underlying mortgage loans due to borrower performance. Generally, 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. In the case of residential mortgage loans and MSR, we may engage a third party to perform due diligence on a sample of loans that we believe sufficiently represents the entire pool. Once an 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. Additionally, ALCO has oversight of our credit risk exposure.

Our portfolio composition, based on balance sheet values, at March 31, 2024 and December 31, 2023 was as follows:

	March 31, 2024		December 31, 2023
Category
Agency mortgage-backed securities	72.6	%	75.9	%
Credit risk transfer securities	1.0	%	1.1	%
Non-agency mortgage-backed securities	2.2	%	2.4	%
Residential mortgage loans (1)	21.0	%	17.9	%
Mortgage servicing rights	3.0	%	2.4	%
Commercial real estate	0.2	%	0.3	%
(1) Includes assets transferred or pledged to securitization vehicles.

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 as collateral to the applicable 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

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Item 2. Management’s Discussion and Analysis

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. Additionally, ALCO has oversight of our counterparty exposure. The following table summarizes our exposure to counterparties by geography at March 31, 2024:

	Number of Counterparties	Secured Financing (1)		Interest Rate Swaps at Fair Value		Exposure (2)
Geography	(dollars in thousands)
North America	22	$	45,016,841	$	(1,205)	$	3,181,873
Europe	9	10,379,178		27,070		819,906
Asia (non-Japan)	1	416,439		—		16,491
Japan	4	3,762,774		—		339,727
Total	36	$	59,575,232	$	25,865	$	4,357,997
(1) Includes repurchase agreements and other secured financing. (2) Represents the amount of cash and/or securities pledged as collateral to each counterparty less the aggregate of repurchase agreement and other secured financing and derivatives 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. We manage operational risk through a variety of tools including processes, policies and procedures that cover topics such as business continuity, personal conduct, cybersecurity and vendor management. Other tools include Risk and Control Self Assessment (“RCSA”) testing, including disaster recovery/testing; systems controls, including access controls; training, including phishing exercises and cybersecurity awareness training; and monitoring, which includes the use of key risk indicators. Our Operational Risk Management team conducts a disaster recovery exercise on an annual basis and periodically conducts other operational risk tabletop exercises. 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.

Operational Risk Management responsibilities are overseen by the ERC. The ERC is responsible for supporting the Operating Committee in the implementation, ongoing monitoring, and evaluation of the effectiveness of the enterprise-wide risk management framework. This oversight authority includes review of the strategies, processes, policies, and practices established by management to identify, assess, measure, and manage enterprise-wide risk.

Cybersecurity is part of our enterprise-wide risk management framework. Processes for assessing, identifying and managing cybersecurity risks include cybersecurity risk assessments, use of key risk indicators, vendor cybersecurity risk management, employee training, including phishing exercises and cybersecurity awareness training, penetration testing, evaluation of cybersecurity insurance and periodic engagements by our internal audit department, which determines whether our cybersecurity program and information security practices align with relevant parts of the National Institute of Standards and Technology (“NIST”) framework. We periodically engage penetration testing companies and law firms to assist in these processes. When we do so, we hire reputable companies, limit their access to only information necessary for the specific purpose and maintain security controls around confidential information, including personally identifiable information. We also maintain a Cybersecurity Incident Response Plan (“Response Plan”) with processes to identify, contain, mitigate and escalate cybersecurity incidents, utilizing cross-functional expertise and external resources as needed. We conduct periodic tabletop exercises to test our Response Plan and our reaction to various business disruption events, and the results of these tabletop exercises are reported to the Cybersecurity Committee and the ERC.

We also have processes in place to oversee and identify material risks from cybersecurity threats associated with our use of third party service providers upon which we depend on to perform various business processes related to our operations,

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Item 2. Management’s Discussion and Analysis

including mortgage loan servicers and sub-servicers. Our vendor management policy establishes procedures for engaging, onboarding and monitoring the performance of third party vendors. For mortgage loan servicers and sub-servicers, these procedures include assessing a vendor’s financial health as well as oversight of its compliance with applicable laws and regulations, cybersecurity and business continuity programs and security of personally identifiable information. We also have processes to evaluate and classify cybersecurity risk related to sensitive data held by key third party service providers on their systems.

The Cybersecurity Committee has primary responsibility for these processes to manage cybersecurity risks, under the oversight of the ERC. Daily monitoring of cybersecurity defenses is performed by the IT Infrastructure Team and any issues are escalated to the Cybersecurity Committee as needed. The Cybersecurity Committee regularly meets to discuss both routine oversight of cybersecurity processes, policies and procedures and management of any cyber-specific events, including escalation to the ERC, the executive leadership team and/or the Board, as appropriate.

The Cybersecurity Committee includes representatives from Operational Risk Management, Information Technology, Legal, Mortgage Operations and Internal Control. Certain members of the Cybersecurity Committee have relevant qualifications such as extensive work experience implementing data security measures, developing cybersecurity policies and procedures and assessing, managing and reporting cybersecurity risk. Members also participate in cybersecurity-related professional organizations that discuss industry threats, challenges and solutions to cybersecurity issues. Our Head of IT Infrastructure has completed the “Cybersecurity: Managing Risk in the Information Age” certificate program from Harvard University.

The Cybersecurity Committee regularly discusses cybersecurity risk management and best practices with the ERC and with the Audit and Risk Committees of our Board. The Audit and Risk Committees jointly oversee processes, practices and policies related to cybersecurity and receive joint and individual presentations from management and external experts on cyber-technology-related risks. Two members of our Board have completed the Carnegie Mellon/NACD Cyber-Risk Oversight Program and earned the CERT Certificate in Cybersecurity Oversight and one member of our Board has completed the NACD Master Class: Cyber-Risk Oversight Program.

To date, we have not detected any risks from cybersecurity threats that have materially affected us. However, even though we take steps to employ reasonable cybersecurity efforts, not every cybersecurity incident can be prevented or detected. We also may be held responsible for cybersecurity threats affecting our third party service providers, including servicers and sub-servicers. Therefore, while we believe there are currently no risks from any potential threat or cybersecurity incident that are reasonably likely to have a material effect on our business strategy, results of operations or financial condition, the likelihood or severity of such risks are difficult to predict. For further discussion, please see the risk factors titled “We are highly dependent on information systems and networks, many of which are operated by third parties, and any failure of these systems or networks could materially and adversely affect our business” and “Cyberattacks or other information security breaches could adversely affect our business, reputation and financial condition” in Part I, Item 1A. “Risk Factors” of our most recent Annual Report on Form 10-K and in Part II, Item 1A. “Risk Factors” in this Quarterly Report on Form 10-Q.

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. We also regularly assess our risk management in respect of our regulated and licensed subsidiaries, which include our registered broker-dealer subsidiary Arcola, our subsidiary that is registered with the SEC as an investment adviser under the Investment Advisers Act and our subsidiary that operates as a licensed mortgage aggregator and master servicer.

The financial services industry is highly regulated and receives significant attention from regulators, which may impact both our company and our business strategy. Our investments in residential whole loans and MSR require us to comply with applicable state and federal laws and regulations and maintain appropriate governmental licenses, approvals and exemptions. 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 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) of the Investment Company Act within our risk management program. Compliance with Section 3(c)(5)(C) of the Investment Company Act is monitored by the FRDC under the oversight of the ERC.

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Item 2. Management’s Discussion and Analysis

Critical Accounting Estimates

The preparation of our consolidated financial statement in accordance with generally accepted accounting principles in the United States requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Actual results may differ materially from these estimates and changes in assumptions could have a significant effect on the consolidated financial statements. 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, refer to the Note titled “Significant Accounting Policies” in the Notes to the Consolidated Financial Statements included in Item 1. “Financial Statements.”

Valuation of Financial Instruments

Residential Securities

Description: We carry residential securities at estimated fair value. There is an active market for our Agency mortgage-backed securities, CRT securities and non-Agency mortgage-backed securities.

Judgments and Uncertainties: Since we primarily invest in securities that can be valued using 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, we use several third party models to validate prepayment speeds used in 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.

Sensitivity of Estimates to Change: Changes in underlying assumptions used in estimating fair value impact the carrying value of the residential securities as well as their yield. For example, an increase in CPR would decrease the carrying value and yield of our Agency mortgage-backed securities. Our valuations are most sensitive to changes in interest rate, which also impacts prepayment speeds. Refer to the Experienced and Projected Long-Term CPR, Financial Condition – Residential Securities and the interest rate sensitivity and interest rate and MBS spread shock analysis and discussions within this Item 2. for further information.

Residential Mortgage Loans

Description: We elected to account for Residential Mortgage Loans at fair value. There is an active market for the residential whole loans in which we invest.

Judgments and Uncertainties: 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, we validate 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.

Sensitivity of Estimates to Change: Changes to model assumptions, including prepayment speeds may significantly impact the fair value estimate of residential mortgage loans as well as unrealized gains and losses and yield on these assets. Our valuations are most sensitive to changes in interest rate, which also impacts prepayment speeds. Refer to the interest rate sensitivity and interest rate shock analysis and discussions within this Item 2. for further information.

MSR

Description: We elected to account for MSR at fair value. The market for MSR is considered less active and transparent compared to securities. As such fair value estimates for our investment in MSR are obtained from models, which use significant unobservable inputs in their valuations.

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Judgments and Uncertainties: 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 MSR requires significant judgment by management and the third party pricing providers.

Sensitivity of Estimates to Change: Changes in the underlying assumptions used to estimate the fair value of MSR impact the carrying value as well as the related unrealized gains and losses recognized. For further discussion of the sensitivity of the model inputs refer to the Note titled “Fair Value Measurements” in the Notes to the Consolidated Financial Statements included in Item 1. “Financial Statements.”

Interest Rate Swaps

Description: We are required to account for derivative assets and liabilities at fair value, which may or may not be cleared through a derivative clearing organization. We value our cleared interest rate swaps using the prices provided by the derivatives clearing organization. We value uncleared derivatives using internal models with prices compared to counterparty marks.

Judgments and Uncertainties: We use the overnight indexed swap (“OIS”) curve, the SOFR curve, or SOFR forward rates as an input to value substantially all of our 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.

Sensitivity of Estimates to Change: Changes in the OIS curve will impact the carrying value of our interest rate swap assets and liabilities. Our valuations are most sensitive to changes in interest rate, which also impacts prepayment speeds. Refer to the interest rate sensitivity and interest rate shock analysis and discussions within this Item 2 for further information.

Revenue Recognition

Description: 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. Gains or losses on sales of Residential Securities are recorded on trade date based on the specific identification method.

Judgments and Uncertainties: 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.

Sensitivity of Estimates to Change: 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. The sensitivity of changes in interest rates to our economic net interest income is included in the interest rate shock analysis and discussions within this Item 2 for further information.

Consolidation of Variable Interest Entities

Description: We are required to determine if it is required to consolidate entities in which it holds a variable interest.

Judgments and Uncertainties: 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.

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Item 2. Management’s Discussion and Analysis

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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Item 2. Management’s Discussion and Analysis

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 GAAP Cost of Interest Bearing Liabilities and Average Economic Cost of Interest Bearing Liabilities

Average GAAP cost of interest bearing liabilities represents annualized interest expense divided by average interest bearing liabilities. Average interest bearing liabilities is a non-GAAP financial measure that reflects the average balances during the period. Average economic cost of interest bearing liabilities represents annualized economic interest expense divided by average interest bearing liabilities.

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.

Average Yield on Interest Earnings Assets and Average Yield on Interest Earnings Assets (excluding PAA)

Average yield on interest earning assets represents annualized interest income divided by average interest earning assets. Average interest earning assets reflects the average amortized cost of our investments during the period. Average yield on interest earning assets (excluding PAA) is a non-GAAP financial measure that is calculated using annualized interest income (excluding PAA).

B

Basis Point (“bp” or “bps”)

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

Benchmark

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

Beneficial Owner

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

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 (GAAP Capital Ratio)

Calculated as total stockholders’ equity divided by total assets. 

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Item 2. Management’s Discussion and Analysis

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 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 (“CMBS” or “Commercial Securities”)

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.

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.

Default Risk

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

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Item 2. Management’s Discussion and Analysis

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

Earnings available for distribution (“EAD”) and Earnings available for distribution Per Average Common Share

Non-GAAP financial measure defined as the sum of (a) economic net interest income, (b) TBA dollar roll income and CMBX coupon income, (c) net servicing income less realized amortization of MSR, (d) other income (loss) (excluding amortization of intangibles, non-EAD income allocated to equity method investments and other non-EAD 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-EAD income (loss) items) and excludes (g) 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. Earnings available for distribution per average common share is a non-GAAP financial measure calculated by dividing earnings available for distribution by average basic common shares for the period.

This metric was previously labeled Core Earnings (excluding PAA) and Core Earnings (excluding PAA) Per Average Common Share). The definition of EAD is identical to the definition of Core Earnings (excluding PAA) from prior reporting periods.

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 Capital Ratio

Non-GAAP financial measure that is calculated as total stockholders’ equity divided by total economic assets. Total economic assets includes the implied market value of TBA derivatives and are net of debt issued by securitization vehicles.

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)

Non-GAAP financial measure that is calculated as the sum of recourse debt, cost basis of TBA and CMBX derivatives outstanding and net forward purchases (sales) of investments divided by total equity. Recourse debt consists of repurchase agreements, other secured financing and U.S. Treasury securities sold, not yet purchased. Debt issued by securitization vehicles and participations issued are non-recourse to us and are excluded from this measure.

Economic Net Interest Income

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

Economic Return

Refers to the Company’s change in book value plus dividends declared divided by the prior period’s book value.

Encumbered Assets

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

ESG

Environmental, social, and governance.

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.

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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 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.

Floating Rate CMO

A CMO tranche which pays an adjustable rate of interest tied to a representative interest rate index such as the SOFR, 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, U.S. Treasury securities sold, not yet purchased 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.

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Item 2. Management’s Discussion and Analysis

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.

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 SOFR. 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.

Investment Advisers Act

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

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 (GAAP Leverage Ratio or 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, participations issued, and U.S. Treasury securities sold, not yet purchased. Debt issued by securitization vehicles and participations issued are non-recourse to us.

LIBOR (London Interbank Offered Rate)

A rate previously used as a benchmark for financial transactions. All tenors of LIBOR relevant to us are either no longer published or are no longer representative.

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

Our projected prepayment speeds for certain Agency mortgage-backed securities using third party model and market information. Our 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.

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Item 2. Management’s Discussion and Analysis

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 (“MSR”)

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 and Net Interest Margin (excluding PAA)

Net interest margin represents our interest income less interest expense divided by average interest earning assets. Net interest margin (excluding PAA) is a non-GAAP financial measure that represents the sum of our 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 outstanding TBA contract and CMBX balances.

Net Interest Spread and Net Interest Spread (excluding PAA)

Net interest spread represents the average yield on interest earning assets less the average GAAP cost of interest bearing liabilities. Net interest spread (excluding PAA) is a non-GAAP financial measure that represents the average yield on interest earning assets (excluding PAA) less the average economic cost of interest bearing liabilities.

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.

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.

71

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

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.

Primary Market

Market for offers or sales of new bonds by the issuer.

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.

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, other secured financing and U.S Treasury securities sold, not yet purchased. Debt issued by securitization vehicles and participations issued 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 Credit Securities

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

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.

72

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

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.

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, MSR, non-Agency mortgage-backed securities, residential mortgage loans, and commercial real estate investments.

Tangible Economic Return

Refers to the Company’s change in tangible book value (calculated by summing common stock, additional paid-in capital, accumulated other comprehensive income (loss) and accumulated deficit less intangible assets) plus dividends declared divided by the prior period’s tangible book value.

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.

Term SOFR

The term secured overnight financing rate published by the Chicago Mercantile Exchange, which is used as a benchmark for financial transactions.

To-Be-Announced (“TBA”) Securities

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

TBA Dollar Roll Income

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

Total Return

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

Total Return Swap

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

73

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

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 to finance its activities without additional subordinated financial support from other parties 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.

74

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 March 31, 2024 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

75

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. As of March 31, 2024, 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

In January 2022, we announced that our Board authorized the repurchase of up to $1.5 billion of our outstanding common shares through December 31, 2024. No shares were repurchased with respect to this share repurchase program during the quarter ended March 31, 2024. As of March 31, 2024, the maximum dollar value of shares that may yet be repurchased under this program was $1.5 billion.

ITEM 5. OTHER INFORMATION

During the quarter ended March 31, 2024, no director or officer of the Company adopted, modified or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, each as defined in Item 408 of Regulation S-K.

ITEM 6. EXHIBITS

Exhibits:

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

76

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Exhibit Number	Exhibit Description
31.1	Certification of David L. Finkelstein, Chief Executive Officer and Chief Investment Officer (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 Serena Wolfe, 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 David L. Finkelstein, Chief Executive Officer and Chief Investment Officer (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 Serena Wolfe, 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 March 31, 2024 (Unaudited) and December 31, 2023 (Derived from the audited Consolidated Statement of Financial Condition at December 31, 2023); (ii) Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the three months ended March 31, 2024 and 2023; (iii) Consolidated Statements of Stockholders’ Equity (Unaudited) for the three months ended March 31, 2024 and 2023; (iv) Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2024 and 2023; 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 March 31, 2024 (formatted in Inline XBRL and contained in Exhibit 101).

† Submitted electronically herewith.

77

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.

		ANNALY CAPITAL MANAGEMENT, INC.
Dated:	May 2, 2024	By: /s/ David L. Finkelstein
		David L. Finkelstein
		Chief Executive Officer, Chief Investment Officer and Director (Principal Executive Officer)
Dated:	May 2, 2024	By: /s/ Serena Wolfe
		Serena Wolfe
		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

II-1

EX-31.1

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Exhibit 31.1

CERTIFICATIONS

I, David L. Finkelstein, 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: May 2, 2024

/s/ David L. Finkelstein

Chief Executive Officer and Chief Investment Officer (Principal Executive Officer)

EX-31.2

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Exhibit 31.2

CERTIFICATIONS

I, Serena Wolfe, 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: May 2, 2024

/s/ Serena Wolfe

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 March 31, 2024 to be filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, David L. Finkelstein, Chief Executive Officer and Chief Investment 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/ David L. Finkelstein

David L. Finkelstein

Chief Executive Officer and Chief Investment Officer (Principal Executive Officer)

May 2, 2024

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 March 31, 2024 to be filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), I, Serena Wolfe, 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/ Serena Wolfe

Serena Wolfe

Chief Financial Officer (Principal Financial Officer)

May 2, 2024

XML

COVER PAGE - shares	3 Months Ended
	Mar. 31, 2024	Apr. 30, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
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		500,440,023
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
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
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 FINANCIAL CONDITION - USD ($) $ in Thousands		Mar. 31, 2024	Dec. 31, 2023
Assets
Cash and cash equivalents (includes pledged assets of $1,367,057 and $1,136,298, respectively)	[1]	$ 1,665,370	$ 1,412,148	[2]
Securities (includes pledged assets of $61,602,872 and $65,400,248, respectively)	[3]	66,500,689	69,613,565	[2]
Loans, net (includes pledged assets of $2,022,487 and $2,082,419, respectively)	[4]	2,717,823	2,353,084	[2]
Mortgage servicing rights (includes pledged assets of $1,857,834 and $1,781,279, respectively)		2,651,279	2,122,196	[2]
Assets transferred or pledged to securitization vehicles		15,614,750	13,307,622	[2]
Derivative assets		203,799	162,557	[2]
Receivable for unsettled trades		941,366	2,710,224	[2]
Principal and interest receivable		867,348	1,222,705	[2]
Intangible assets, net		11,433	12,106	[2]
Other assets		309,689	311,029	[2]
Total assets		91,483,546	93,227,236	[2]
Liabilities
Netted amounts		58,975,232	62,201,543	[2]
Other secured financing		600,000	500,000	[2]
Debt issued by securitization vehicles		13,690,967	11,600,338	[2]
Participations issued		1,161,323	1,103,835	[2]
U.S. Treasury securities sold, not yet purchased		2,077,404	2,132,751
Derivative liabilities		103,142	302,295	[2]
Payable for unsettled trades		2,556,798	3,249,389	[2]
Interest payable		350,405	287,937	[2]
Dividends payable		325,286	325,052	[2]
Other liabilities		146,876	179,005	[2]
Total liabilities		79,987,433	81,882,145	[2]
Stockholders’ equity
Preferred stock, par value $0.01 per share, 63,500,000 authorized, issued and outstanding		1,536,569	1,536,569	[2]
Common stock, par value $0.01 per share, 1,468,250,000 authorized, 500,440,023 and 500,080,287 issued and outstanding, respectively		5,004	5,001	[2]
Additional paid-in capital		23,673,687	23,672,391	[2]
Accumulated other comprehensive income (loss)		(1,281,918)	(1,335,400)	[2]
Accumulated deficit		(12,523,809)	(12,622,768)	[2]
Total stockholders’ equity		11,409,533	11,255,793	[2]
Noncontrolling interests		86,580	89,298	[2]
Total equity		11,496,113	11,345,091	[2]
Total liabilities and equity		$ 91,483,546	$ 93,227,236	[2]

[1] (2)Includes cash of consolidated Variable Interest Entities (“VIEs”) of $2.3 million and $2.0 million at March 31, 2024 and December 31, 2023, respectively.

[2] (1)Derived from the audited consolidated financial statements at December 31, 2023.

[3] (3)Excludes $1.8 billion and $1.5 billion at March 31, 2024 and December 31, 2023, respectively, of non-Agency mortgage-backed securities in consolidated VIEs pledged as collateral and eliminated from the Company’s Consolidated Statements of Financial Condition. 

[4] (4)Includes $3.6 million and $1.2 million of residential mortgage loans held for sale at March 31, 2024 and December 31, 2023, respectively.

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CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Parenthetical) - USD ($) $ in Thousands		Mar. 31, 2024	Dec. 31, 2023
Pledged assets included in cash and cash equivalents		$ 1,367,057	$ 1,136,298
Pledged assets in securities	[1]	66,500,689	69,613,565	[2]
Pledged assets in loans, net	[3]	2,717,823	2,353,084	[2]
Pledged assets included in mortgage servicing rights		$ 2,651,279	$ 2,122,196	[2]
Preferred stock, par value (USD per share)		$ 0.01	$ 0.01
Preferred stock authorized (shares)		63,500,000	63,500,000
Preferred stock issued (shares)		63,500,000	63,500,000
Preferred stock outstanding (shares)		63,500,000	63,500,000
Common stock, par value (USD per share)		$ 0.01	$ 0.01
Common stock authorized (shares)		1,468,250,000	1,468,250,000
Common stock issued (shares)		500,440,023	500,080,287
Common stock outstanding (shares)		500,440,023	500,080,287
Residential Mortgage Loans
Loans held-for-sale		$ 3,600	$ 1,200
Consolidated VIEs
Cash and Cash Equivalents, at Carrying Value		2,300	2,000
Consolidated VIEs | Non-Agency Mortgage-Backed Securities
Mortgage-backed securities		1,800,000	1,500,000
Asset Pledged as Collateral
Pledged assets in securities		61,602,873	65,400,248
Pledged assets in loans, net		2,022,487	2,082,419
Pledged assets included in mortgage servicing rights		$ 1,857,834	$ 1,781,279

[1] (3)Excludes $1.8 billion and $1.5 billion at March 31, 2024 and December 31, 2023, respectively, of non-Agency 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, 2023.

[3] (4)Includes $3.6 million and $1.2 million of residential mortgage loans held for sale at March 31, 2024 and December 31, 2023, respectively.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Net interest income
Interest income	$ 1,094,488	$ 818,250
Interest expense	1,100,939	798,787
Net interest income	(6,451)	19,463
Net servicing income
Servicing and related income	115,084	84,273
Servicing and related expense	12,216	7,880
Net servicing income	102,868	76,393
Other income (loss)
Net gains (losses) on investments and other	(994,127)	1,712
Net gains (losses) on derivatives	1,377,144	(900,752)
Loan loss (provision) reversal	0	219
Other, net	23,367	15,498
Total other income (loss)	406,384	(883,323)
General and administrative expenses
Compensation expense	28,721	29,391
Other general and administrative expenses	9,849	11,437
Total general and administrative expenses	38,570	40,828
Income (loss) before income taxes	464,231	(828,295)
Income taxes	(943)	11,033
Net income (loss)	465,174	(839,328)
Net income (loss) attributable to noncontrolling interests	2,282	4,928
Net income (loss) attributable to Annaly	462,892	(844,256)
Dividends on preferred stock	37,061	31,875
Net income (loss) available (related) to common stockholders	$ 425,831	$ (876,131)
Net income (loss) per share available (related) to common stockholders
Basic (in dollars per share)	$ 0.85	$ (1.79)
Diluted (in dollars per share)	$ 0.85	$ (1.79)
Weighted average number of common shares outstanding
Basic (in shares)	500,612,840	489,688,364
Diluted (in shares)	501,182,043	489,688,364
Other comprehensive income (loss)
Net income (loss)	$ 465,174	$ (839,328)
Unrealized gains (losses) on available-for-sale securities	(281,869)	675,374
Reclassification adjustment for net (gains) losses included in net income (loss)	335,351	482,908
Other comprehensive income (loss)	53,482	1,158,282
Comprehensive income (loss)	518,656	318,954
Comprehensive income (loss) attributable to noncontrolling interests	2,282	4,928
Comprehensive income (loss) attributable to Annaly	516,374	314,026
Dividends on preferred stock	37,061	31,875
Comprehensive income (loss) attributable to common stockholders	$ 479,313	$ 282,151

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands		Total		Total stockholder’s equity	Preferred stock	Common stock	Additional paid-in capital	Accumulated other comprehensive income (loss)	Accumulated deficit		Noncontrolling interests
Beginning of period at Dec. 31, 2022					$ 1,536,569	$ 4,683	$ 22,981,320	$ (3,708,896)	$ (9,543,233)		$ 98,983
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance						253	562,456
Stock-based award activity						3	(685)
Unrealized gains (losses) on available-for-sale securities		$ 675,374						675,374
Reclassification adjustment for net (gains) losses included in net income (loss)		482,908						482,908
Net income (loss) attributable to Annaly		(844,256)							(844,256)
Dividends declared on preferred stock	[1]								(31,875)
Dividends and dividend equivalents declared on common stock and stock-based awards		(322,499)							(322,499)	[1]
Net income (loss) attributable to noncontrolling interests		(4,928)									4,928
Equity contributions from (distributions to) noncontrolling interests											13,000
End of period at Mar. 31, 2023		11,909,033		$ 11,792,122	1,536,569	4,939	23,543,091	(2,550,614)	(10,741,863)		116,911
Beginning of period at Dec. 31, 2023		11,345,091	[2]		1,536,569	5,001	23,672,391	(1,335,400)	(12,622,768)		89,298
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance						0	(48)
Stock-based award activity						3	1,344
Unrealized gains (losses) on available-for-sale securities		(281,869)						(281,869)
Reclassification adjustment for net (gains) losses included in net income (loss)		335,351						335,351
Net income (loss) attributable to Annaly		462,892							462,892
Dividends declared on preferred stock	[1]								(37,061)
Dividends and dividend equivalents declared on common stock and stock-based awards		(326,872)							(326,872)	[1]
Net income (loss) attributable to noncontrolling interests		(2,282)									2,282
Equity contributions from (distributions to) noncontrolling interests											(5,000)
End of period at Mar. 31, 2024		$ 11,496,113		$ 11,409,533	$ 1,536,569	$ 5,004	$ 23,673,687	$ (1,281,918)	$ (12,523,809)		$ 86,580

[1] (1) Refer to the “Capital Stock” Note for dividends per share for each class of shares.

[2] (1)Derived from the audited consolidated financial statements at December 31, 2023.

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024		Mar. 31, 2023
Cash flows from operating activities
Net income (loss)	$ 465,174		$ (839,328)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Amortization of premiums and discounts of investments, net	28,050		66,570
Amortization of securitized debt premiums and discounts and deferred financing costs	2,292		2,806
Depreciation, amortization and other noncash expenses	6,884		5,050
Net (gains) losses on investments and derivatives	(52,868)		1,284,746
Income (loss) from unconsolidated joint ventures	3,381		(676)
Loan loss provision (reversal)	0		(219)
Payments on purchases of loans held for sale	(2,643)		0
Proceeds from sales and repayments of loans held for sale	0		636
Proceeds from U.S. Treasury securities	2,093,527		0
Payments on U.S. Treasury securities	(2,093,489)		0
Net receipts (payments) on derivatives	826,716		(1,075,189)
Net change in
Other assets	(2,877)		(36,601)
Interest receivable	354,997		(136,796)
Interest payable	62,468		(206,885)
Other liabilities	6,277		(83,086)
Net cash provided by (used in) operating activities	1,697,889		(1,018,972)
Cash flows from investing activities
Payments on purchases of securities	(7,788,513)		(6,332,698)
Proceeds from sales of securities	9,483,792		4,685,607
Principal payments on securities	1,424,656		1,349,348
Payments on purchases and origination of loans	(3,134,429)		(935,360)
Principal payments on loans	363,741		188,082
Payments on purchases of MSR	(515,760)		(35,825)
Proceeds from reverse repurchase agreements	149,589,734		18,450,000
Payments on reverse repurchase agreements	(149,589,734)		(18,450,000)
Net cash provided by (used in) investing activities	(166,513)		(1,080,846)
Cash flows from financing activities
Proceeds from repurchase agreements and other secured financing	1,373,554,795		1,168,976,892
Payments on repurchase agreements and other secured financing	(1,376,683,890)		(1,167,496,471)
Proceeds from issuances of securitized debt	2,496,810		1,007,971
Principal payments on securitized debt	(323,854)		(158,983)
Payments on purchases of securitized debt	0		(1,974)
Payment of deferred financing cost	(1,191)		0
Proceeds from participations issued	1,001,297		236,121
Payments on repurchases of participations issued	(933,543)		(360,943)
Principal payments on participations issued	(15,344)		(11,168)
Net contributions (distributions) from (to) noncontrolling interests	(5,000)		13,000
Net proceeds from stock offerings, direct purchases and dividend reinvestments	(48)		562,709
Settlement of stock-based awards in satisfaction of withholding tax requirements	(5,993)		(5,810)
Dividends paid	(362,193)		(444,067)
Net cash provided by (used in) financing activities	(1,278,154)		2,317,277
Net (decrease) increase in cash and cash equivalents	253,222		217,459
Cash and cash equivalents including cash pledged as collateral, beginning of period	1,412,148	[1],[2]	1,576,714
Cash and cash equivalents including cash pledged as collateral, end of period	1,665,370	[2]	1,794,173
Supplemental disclosure of cash flow information
Interest received	915,491		746,161
Interest paid (excluding interest paid on interest rate swaps)	913,729		928,649
Net interest received (paid) on interest rate swaps	759,440		302,041
Taxes received (paid)	(236)		(139)
Noncash investing and financing activities
Receivable for unsettled trades	941,366		679,096
Payable for unsettled trades	2,556,798		3,259,034
Net change in unrealized gains (losses) on available-for-sale securities, net of reclassification adjustment	53,482		1,158,282
Dividends declared, not yet paid	$ 325,286		$ 321,023

[1] (1)Derived from the audited consolidated financial statements at December 31, 2023.

[2] (2)Includes cash of consolidated Variable Interest Entities (“VIEs”) of $2.3 million and $2.0 million at March 31, 2024 and December 31, 2023, respectively.

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DESCRIPTION OF BUSINESS

3 Months Ended

Mar. 31, 2024

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 with investment strategies across mortgage finance. 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 and mortgage servicing rights (“MSR”). 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.

Annaly is an internally-managed company that 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”).

The Company’s three 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 and complementary investments within the Agency market, including Agency commercial MBS.
Annaly Residential Credit Group	Invests primarily in non-Agency residential whole loans and securitized products within the residential and commercial markets.
Annaly Mortgage Servicing Rights Group	Invests in mortgage servicing rights (“MSR”), which provide the right to service residential mortgage loans in exchange for a portion of the interest payments made on the loans.

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BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [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, 2023 (the “2023 Form 10-K”). The consolidated financial information as of December 31, 2023 has been derived from audited consolidated financial statements included in the Company’s 2023 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.

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SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2024

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 Other assets with income or loss included in Other, net.

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 $1.4 billion and $1.1 billion at March 31, 2024 and December 31, 2023, respectively.

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 FVO in order to simplify the accounting treatment for certain financial instruments. Items for which the FVO 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 gains (losses) on investments and other in the Consolidated Statements of Comprehensive Income (Loss). For additional information regarding financial instruments for which the Company has elected the FVO refer to 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 meet the offsetting criteria. Refer to the “Secured Financing” Note for further discussion on reverse repurchase and repurchase agreements.

Derivative Instruments – Derivatives are recognized 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 derivatives. 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 measures compensation expense for stock-based awards at fair value, which is generally based on the grant-date fair value of the Company’s common stock. Compensation expense is recognized ratably over the vesting or requisite service period of the award. Stock-based awards that contain market-based conditions are valued using a model.

Compensation expense for awards with performance conditions is recognized based on the probable outcome of the performance condition at each reporting date. Compensation expense for awards with market conditions is recognized irrespective of the probability of the market condition being achieved and is not reversed if the market condition is not met. Stock-based awards that do not require future service (i.e., vested awards) are expensed immediately. Forfeitures are recorded when they occur. The Company generally issues new shares of common stock upon delivery of stock-based awards.

Interest Income - The Company recognizes interest income primarily on Residential Securities (as defined in the “Securities” Note), residential mortgage loans, commercial investments and reverse repurchase agreements. Interest accrued but not received is recognized as Interest receivable on the Consolidated Statements of Financial Condition. Interest income is presented as a separate line item on the Consolidated Statements of Comprehensive Income (Loss).

For its securities, 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 interest-only securities, multifamily and reverse mortgages), 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 or discounts associated with the purchase of multifamily securities are amortized or accreted into interest income based upon their contractual payment terms. If a prepayment occurs, an adjustment is made to the unpaid principal balance and unamortized premium or discount in the current period and the original effective yield continues to be applied.

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).

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.

The Company has made an accounting policy election not to measure an allowance for loans losses for accrued interest receivable. If interest receivable is deemed to be uncollectible or not collected within 90 days of its contractual due date for commercial loans carried at amortized cost, it is written off through a reversal of interest income. Any interest written off that is recovered is recognized as interest income.

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”). The Company has early adopted ASU 2023-07, Improvements to Segment Reporting, as its Residential Credit and MSR operating segments have become a more significant component of consolidated results. Refer to the “Segments” Note for more information.

The Company reviewed other recently issued ASUs and determined that they were 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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FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2024

Investments, All Other Investments [Abstract]

FINANCIAL INSTRUMENTS

4. FINANCIAL INSTRUMENTS

The following table presents characteristics for certain of the Company’s financial instruments at March 31, 2024 and December 31, 2023.

Financial Instruments (1)
Balance Sheet Line Item	Type / Form	Measurement Basis	March 31, 2024		December 31, 2023
	Assets	(dollars in thousands)
Securities	Agency mortgage-backed securities (2)	Fair value, with unrealized gains (losses) through other comprehensive income	$	11,802,912	$	15,665,352
Securities	Agency mortgage-backed securities (3)	Fair value, with unrealized gains (losses) through earnings	51,739,318		50,643,436
Securities	Residential credit risk transfer securities	Fair value, with unrealized gains (losses) through earnings	871,421		974,059
Securities	Non-agency mortgage-backed securities	Fair value, with unrealized gains (losses) through earnings	1,933,910		2,108,274
Securities	Commercial real estate debt investments - CMBS	Fair value, with unrealized gains (losses) through earnings	153,128		222,444
Total securities			66,500,689		69,613,565
Loans, net	Residential mortgage loans	Fair value, with unrealized gains (losses) through earnings	2,717,823		2,353,084
Total loans, net			2,717,823		2,353,084
Assets transferred or pledged to securitization vehicles	Residential mortgage loans	Fair value, with unrealized gains (losses) through earnings	15,614,750		13,307,622
Total assets transferred or pledged to securitization vehicles			15,614,750		13,307,622
	Liabilities
Repurchase agreements	Repurchase agreements	Amortized cost	$	58,975,232	$	62,201,543
Other secured financing	Loans	Amortized cost	600,000		500,000
Debt issued by securitization vehicles	Securities	Fair value, with unrealized gains (losses) through earnings	13,690,967		11,600,338
Participations issued	Participations issued	Fair value, with unrealized gains (losses) through earnings	1,161,323		1,103,835
U.S. Treasury securities sold, not yet purchased	Securities	Fair value, with unrealized gains (losses) through earnings	2,077,404		2,132,751
(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 purchased prior to July 1, 2022. (3) Includes interest-only securities and reverse mortgages and, effective July 1, 2022, newly purchased Agency pass-through, collateralized mortgage obligation (“CMO”) and multifamily securities.

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SECURITIES

3 Months Ended

Mar. 31, 2024

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 debt 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 gains (losses) on investments and other in the Consolidated Statements of Comprehensive Income (Loss). Effective July 1, 2022, the Company elected the fair value option for any newly purchased Agency mortgage-backed securities in order to simplify the accounting for these securities. During the three months ended March 31, 2024 and 2023, ($674.0) million and $386.7 million, respectively, of unrealized gains (losses) on the Agency mortgage-backed securities, for which the fair value option was elected effective July 1, 2022, were reported in Net gains (losses) on investments and other in the Company's Consolidated Statements of Comprehensive Income (Loss). Agency mortgage-backed securities purchased prior to July 1, 2022, are still classified as available-for-sale with changes in fair value recognized in other comprehensive income. The Company has also elected the fair value option for CRT securities, interest only securities, Non-Agency and commercial mortgage-backed securities in order to simplify the accounting. Transactions for regular-way securities are recorded on trade date, including to-be-announced (“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.

Impairment – Management evaluates available-for-sale securities where the fair value option has not been elected and held-to-maturity debt securities for 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) as a securities loss provision and reflected as an allowance for credit losses on securities on the Consolidated Statements of Financial Condition, 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.

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 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, prime jumbo 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 residential 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”) - The Company invests in Commercial Securities such as conduit, credit CMBS, single-asset single borrower and collateralized loan obligations.

The following table represents a rollforward of the activity for the Company’s securities for the three months ended March 31, 2024:

	Agency Securities		Residential Credit Securities		Commercial Securities		Total
	(dollars in thousands)
Beginning balance January 1, 2024	$	66,308,788	$	3,082,333	$	222,444	$	69,613,565
Purchases	6,816,858		243,300		—		7,060,158
Sales	(7,625,781)		(473,895)		(68,768)		(8,168,444)
Principal paydowns	(1,306,242)		(115,392)		(2,379)		(1,424,013)
(Amortization) / accretion	(29,893)		3,161		342		(26,390)
Fair value adjustment	(621,500)		65,824		1,489		(554,187)
Ending balance March 31, 2024	$	63,542,230	$	2,805,331	$	153,128	$	66,500,689

The following tables present the Company’s securities portfolio that were carried at their fair value at March 31, 2024 and December 31, 2023:

	March 31, 2024
	Principal / Notional		Remaining Premium		Remaining Discount		Amortized Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value
Agency	(dollars in thousands)
Fixed-rate pass-through	$	61,399,544	$	1,307,105	$	(1,283,791)	$	61,422,858	$	232,880	$	(2,182,903)	$	59,472,835
Adjustable-rate pass-through	180,516		14,849		(51)		195,314		2,229		(12,410)		185,133
CMO	92,884		1,573		—		94,457		—		(15,087)		79,370
Interest-only	1,940,563		392,064		—		392,064		4,228		(158,300)		237,992
Multifamily(1)	19,533,316		439,374		(8,038)		3,595,193		22,311		(78,131)		3,539,373
Reverse mortgages	26,331		3,039		—		29,370		—		(1,843)		27,527
Total agency securities	$	83,173,154	$	2,158,004	$	(1,291,880)	$	65,729,256	$	261,648	$	(2,448,674)	$	63,542,230
Residential credit
Credit risk transfer	$	815,479	$	1,873	$	(4,188)	$	813,164	$	58,411	$	(154)	$	871,421
Alt-A	150,082		39		(1,670)		148,451		2,788		(9,250)		141,989
Prime (2)	1,464,099		15,455		(13,796)		87,995		2,271		(8,396)		81,870
Subprime	274,910		—		(31,344)		243,566		4,805		(12,159)		236,212
NPL/RPL	1,242,835		9,733		(7,605)		1,244,963		4,305		(25,872)		1,223,396
Prime jumbo (>=2010 vintage) (3)	9,832,776		77,080		(37,320)		252,647		12,847		(15,051)		250,443
Total residential credit securities	$	13,780,181	$	104,180	$	(95,923)	$	2,790,786	$	85,427	$	(70,882)	$	2,805,331
Total residential securities	$	96,953,335	$	2,262,184	$	(1,387,803)	$	68,520,042	$	347,075	$	(2,519,556)	$	66,347,561
Commercial
Commercial securities	$	153,218	$	59	$	(292)	$	152,985	$	274	$	(131)	$	153,128
Total securities	$	97,106,553	$	2,262,243	$	(1,388,095)	$	68,673,027	$	347,349	$	(2,519,687)	$	66,500,689
	December 31, 2023
	Principal / Notional		Remaining Premium		Remaining Discount		Amortized Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value
Agency	(dollars in thousands)
Fixed-rate pass-through	$	63,444,987	$	1,448,886	$	(1,318,948)	$	63,574,925	$	477,242	$	(1,853,226)	$	62,198,941
Adjustable-rate pass-through	188,996		15,834		(51)		204,779		1,663		(14,953)		191,489
CMO	94,448		1,612		—		96,060		—		(13,088)		82,972
Interest-only	2,010,697		416,955		—		416,955		4,729		(157,679)		264,005
Multifamily (1)	17,130,045		400,781		(9,752)		3,552,217		52,055		(59,744)		3,544,528
Reverse mortgages	26,183		3,193		—		29,376		—		(2,523)		26,853
Total agency investments	$	82,895,356	$	2,287,261	$	(1,328,751)	$	67,874,312	$	535,689	$	(2,101,213)	$	66,308,788
Residential credit
Credit risk transfer	$	924,729	$	2,240	$	(4,358)	$	922,611	$	51,984	$	(536)	$	974,059
Alt-A	164,384		9		(3,922)		160,471		2,135		(12,371)		150,235
Prime (2)	1,076,497		8,590		(21,163)		207,077		1,704		(28,134)		180,647
Subprime	272,955		—		(31,751)		241,204		5,622		(11,221)		235,605
NPL/RPL	1,237,531		8,336		(9,224)		1,236,643		4,578		(43,666)		1,197,555
Prime jumbo (>=2010 vintage) (3)	9,425,280		71,960		(49,859)		365,676		10,696		(32,140)		344,232
Total residential credit securities	$	13,101,376	$	91,135	$	(120,277)	$	3,133,682	$	76,719	$	(128,068)	$	3,082,333
Total residential securities	$	95,996,732	$	2,378,396	$	(1,449,028)	$	71,007,994	$	612,408	$	(2,229,281)	$	69,391,121
Commercial
Commercial securities	$	224,597	$	15	$	(822)	$	223,790	$	19	$	(1,365)	$	222,444
Total securities	$	96,221,329	$	2,378,411	$	(1,449,850)	$	71,231,784	$	612,427	$	(2,230,646)	$	69,613,565
(1) Principal/Notional amount includes $16.4 billion and $14.0 billion of Agency Multifamily interest-only securities as of March 31, 2024 and December 31, 2023, respectively. (2) Principal/Notional amount includes $1.4 billion and $0.9 billion of Prime interest-only securities as of March 31, 2024 and December 31, 2023, respectively. (3) Principal/Notional amount includes $9.6 billion and $9.1 billion of Prime Jumbo interest-only securities as of March 31, 2024 and December 31, 2023, respectively.

The following table presents the Company’s Agency mortgage-backed securities portfolio by issuing Agency at March 31, 2024 and December 31, 2023: 

	March 31, 2024		December 31, 2023
Investment Type	(dollars in thousands)
Fannie Mae	$	58,304,852	$	60,477,303
Freddie Mac	5,185,535		5,778,809
Ginnie Mae	51,843		52,676
Total	$	63,542,230	$	66,308,788

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

The following table summarizes the Company’s Residential Securities at March 31, 2024 and December 31, 2023, according to their estimated weighted average life classifications:

	March 31, 2024				December 31, 2023
	Estimated Fair Value		Amortized Cost		Estimated Fair Value		Amortized Cost
Estimated weighted average life	(dollars in thousands)
Less than one year	$	155,033	$	159,191	$	254,753	$	257,170
Greater than one year through five years	3,483,561		3,522,892		5,159,969		5,213,575
Greater than five years through ten years	60,929,083		62,999,732		62,158,711		63,662,144
Greater than ten years	1,779,884		1,838,227		1,817,688		1,875,105
Total	$	66,347,561	$	68,520,042	$	69,391,121	$	71,007,994

The estimated weighted average lives of the Residential Securities at March 31, 2024 and December 31, 2023 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 March 31, 2024 and December 31, 2023.

	March 31, 2024					December 31, 2023
	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	$	57,959	$	(1,241)	40	$	35,453	$	(418)	16
12 Months or more	11,601,370		(1,285,041)		1,576	15,455,118		(1,340,032)		1,747
Total	$	11,659,329	$	(1,286,282)	1,616	$	15,490,571	$	(1,340,450)	1,763
(1) Excludes interest-only mortgage-backed securities and reverse mortgages and effective July 1, 2022, newly purchased Agency pass-through, collateralized mortgage obligation (“CMO”) and multifamily securities.

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 have an actual or implied credit rating that is the same as that of the U.S. government. An impairment has not been recognized in earnings related to these investments because the decline in value is not related to credit quality, the Company currently has not made a decision to sell the securities nor is it more likely than not that the securities will be required to be sold before recovery.

During the three months ended March 31, 2024 and 2023, the Company disposed of $8.1 billion and $5.2 billion of Residential Securities, respectively. The following table presents the Company’s net gains (losses) from the disposal of Residential Securities for the three months ended March 31, 2024 and 2023.

	Gross Realized Gains		Gross Realized Losses		Net Realized Gains (Losses)
For the three months ended	(dollars in thousands)
March 31, 2024	$	32,924	$	(471,172)	$	(438,248)
March 31, 2023	$	4,269	$	(526,117)	$	(521,848)

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LOANS

3 Months Ended

Mar. 31, 2024

Receivables [Abstract]

LOANS

6. LOANS

The Company invests in residential loans. Loans are classified as either held for investment or held for sale. Loans are eligible to be accounted for under the fair value option. If loans are elected under the fair value option, they are carried at fair value with changes in fair value recognized in earnings. Otherwise, loans held for investment are carried at cost less impairment and loans held for sale are accounted for at the lower of cost or fair value.

Excluding loans transferred or pledged to securitization vehicles, as of March 31, 2024 and December 31, 2023, the Company reported $2.7 billion and $2.4 billion, respectively, of loans for which the fair value option was elected. 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. 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. The carrying value of the Company’s residential loans held for sale was $3.6 million and $1.2 million at March 31, 2024 and December 31, 2023, respectively.

Allowance for Losses – Prior to the sale of its corporate debt and commercial loan portfolios, the Company evaluated the need for a loss reserve on each of its loans classified as held-for investment and carried at amortized cost based upon estimated current expected credit losses.

The Company recorded net loan loss (provisions) reversals of $0.2 million for the three months ended March 31, 2023. At March 31, 2024, the Company’s net loan loss (provision) reversal was $0.

The following table presents the activity of the Company’s loan investments, excluding loans transferred or pledged to securitization vehicles, for the three months ended March 31, 2024:

	Residential Loans
	(dollars in thousands)
Beginning balance January 1, 2024	$	2,353,084
Purchases / originations	3,132,520
Sales and transfers (1)	(2,737,246)
Principal payments	(31,216)
Gains / (losses)	4,220
(Amortization) / accretion	(3,539)
Ending balance March 31, 2024	$	2,717,823
(1) Includes transfer of residential loans to securitization vehicles with a carrying value of $2.7 billion during the three months ended March 31, 2024.

Residential

The Company’s residential mortgage loans are primarily comprised of performing adjustable-rate and fixed-rate whole loans. The Company’s residential loans are accounted for under the fair value option with changes in fair value reflected in Net gains (losses) on investments and other in the Consolidated Statements of Comprehensive Income (Loss). 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 mortgage loans are secured by first liens on primarily one-to-four family residential properties. A subsidiary of the Company has engaged a third party to act as its custodian, agent and bailee for the purposes of receiving and holding certain documents, instruments and papers related to the residential mortgage loans it purchases. Pursuant to the Company’s custodial agreement, the custodian segregates and maintains continuous custody of all documents constituting the mortgage file with respect to each mortgage loan owned by the subsidiary in secure and fire resistant facilities and in a manner consistent with the standard of care employed by prudent mortgage loan document custodians. At or prior to the funding of any residential mortgage loan, the related seller, pursuant to the terms of our mortgage loan purchase agreement, must deliver to the custodian, the mortgage loan documents including the mortgage note, the mortgage and other related loan documents. In addition, a complete credit file for the related mortgage and borrower must be delivered to the subsidiary prior to the date of purchase.

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 March 31, 2024 and December 31, 2023:

	March 31, 2024		December 31, 2023
	(dollars in thousands)
Fair value	$	18,332,573	$	15,660,706
Unpaid principal balance	$	19,364,991	$	16,611,204

The following table provides information regarding the line items and amounts recognized in the Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2024 and 2023 for these investments:

	For the Three Months Ended
	March 31, 2024		March 31, 2023
	(dollars in thousands)
Interest income	$	252,016	$	147,231
Net gains (losses) on disposal of investments (1)	(2,117)		(776)
Net unrealized gains (losses) on instruments measured at fair value through earnings (1)	(84,786)		260,441
Total included in net income (loss)	$	165,113	$	406,896
(1) These amounts are presented in the line item Net gains (losses) on investments and other on the Consolidated Statements of Comprehensive Income (loss).

The following table provides the geographic concentrations based on the unpaid principal balances at March 31, 2024 and December 31, 2023 for the residential mortgage loans, including loans transferred or pledged to securitization vehicles:

Geographic Concentrations of Residential Mortgage Loans
March 31, 2024		December 31, 2023
Property location	% of Balance	Property location	% of Balance
California	37.5%	California	40.1%
New York	10.6%	Florida	10.6%
Florida	10.5%	New York	10.5%
Texas	5.6%	Texas	5.6%
All other (none individually greater than 5%)	35.8%	All other (none individually greater than 5%)	33.2%
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 March 31, 2024 and December 31, 2023:

	March 31, 2024		December 31, 2023
	Portfolio Range	Portfolio Weighted Average	Portfolio Range	Portfolio Weighted Average
	(dollars in thousands)
Unpaid principal balance	$1 - $4,396	$475	$1 - $4,396	$477
Interest rate	2.00% - 13.25%	5.87%	2.00% - 13.25%	5.63%
Maturity	7/1/2029 - 3/1/2064	5/21/2052	7/1/2029 - 12/1/2063	4/22/2052
FICO score at loan origination	549 - 850	757	549 - 850	758
Loan-to-value ratio at loan origination	3% - 100%	69%	3% - 100%	68%

At March 31, 2024 and December 31, 2023, approximately 15% and 11%, respectively, of the carrying value of the Company’s residential mortgage loans, including loans transferred or pledged to securitization vehicles, were adjustable-rate.

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MORTGAGE SERVICING RIGHTS

3 Months Ended

Mar. 31, 2024

Transfers and Servicing [Abstract]

MORTGAGE SERVICING RIGHTS

7. MORTGAGE SERVICING RIGHTS

MSR represent the rights and obligations 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 MSR. The Company generally intends to hold the MSR as investments and elected to account for all of its investments in MSR 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 gains (losses) on investments and other in the Consolidated Statements of Comprehensive Income (Loss).

The following tables present activity related to MSR for the three months ended March 31, 2024 and 2023:  

Mortgage Servicing Rights	Three Months Ended
	March 31, 2024		March 31, 2023
	(dollars in thousands)
Fair value, beginning of period	$	2,122,196	$	1,748,209
Purchases (1)	515,731		36,630
Change in fair value due to:
Changes in valuation inputs or assumptions (2)	46,136		30,207
Other changes, including realization of expected cash flows	(32,784)		(24,066)
Fair value, end of period	$	2,651,279	$	1,790,980
(1) Includes adjustments to original purchase price from early payoffs, defaults, or loans that were delivered but were deemed to not be acceptable. (2) 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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VARIABLE INTEREST ENTITIES

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

VARIABLE INTEREST ENTITIES

8. VARIABLE INTEREST ENTITIES

The Company’s exposure to the obligations of its VIEs is generally limited to the Company’s investment in the VIEs of $1.6 billion at March 31, 2024. 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.

Residential Securitizations

The Company also invests in residential mortgage-backed securities issued by entities that are VIEs because they do not have sufficient equity at risk for the entities to finance their activities without additional subordinated financial support from other parties. The Company is not the primary beneficiary because it does not have the power to direct the activities that most significantly impact the VIEs’ economic performance. For these entities, the Company’s maximum exposure to loss is the amortized cost basis of the securities it owns and it does not provide any liquidity arrangements, guarantees or other commitments to these VIEs. Refer to the “Securities” Note for further information on Residential Securities.

OBX Trusts

Residential securitizations are issued by entities generally referred to collectively as the “OBX Trusts.” These securitizations represent financing transactions that provide non-recourse financing to the Company and are collateralized by residential mortgage loans purchased by the Company. Residential securitizations closed during the year are included in the following table:

Securitization	Date of Closing	Face Value at Closing
		(dollars in thousands)
OBX 2024-NQM1	January 2024	$	413,581
OBX 2024-NQM2	January 2024	$	495,980
OBX 2024-HYB1	February 2024	$	412,084
OBX 2024-NQM3	February 2024	$	439,904
OBX 2024-NQM4	March 2024	$	592,448
OBX 2024-HYB2	March 2024	$	397,787

As of March 31, 2024 and December 31, 2023, a total carrying value of $13.7 billion and $11.6 billion, respectively, of bonds were held by third parties and the Company retained $1.6 billion and $1.4 billion, respectively, of MBS, 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. Effective August 1, 2022, upon initial consolidation of new securitization entities, the Company elected to apply the measurement alternative for consolidated collateralized financing entities in order to simplify the accounting and valuation processes. The liabilities of these securitization entities are deemed to be more observable and are used to measure the fair value of the assets. The Company incurred $3.7 million and $1.4 million of costs during the three months ended March 31, 2024 and 2023, 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 $14.8 billion and $12.6 billion at March 31,

2024 and December 31, 2023, respectively. During the three months ended March 31, 2024 and 2023, the Company recorded $86.0 million and ($211.9) million, respectively, of unrealized gains (losses) on debt held by third parties issued by OBX Trusts, which is reported in Net gains (losses) on investments and other in the Company's Consolidated Statements of Comprehensive Income (Loss).

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.

Residential Credit Fund

The Company manages a fund investing in participations in residential mortgage loans. The residential credit fund is deemed to be a VIE because the entity does not have sufficient equity at risk to permit the legal entity to finance its activities without additional subordinated financial support provided by any parties, including equity holders, as capital commitments are not considered equity at risk. The Company is not the primary beneficiary and does not consolidate the residential credit fund as its only interest in the fund is the management and performance fees that it earns, which are not considered variable interests in the entity. As of March 31, 2024 and December 31, 2023, the Company had outstanding participating interests in residential mortgage loans of $1.2 billion and $1.1 billion, respectively. These transfers do not meet the criteria for sale accounting and are accounted for as secured borrowings, thus the residential loans are reported as Loans, net and the associated liability is reported as Participations issued in the Consolidated Statements of Financial Condition. The Company elected to fair value the participations issued through earnings to more accurately reflect the economics of the transfers as the underlying loans are carried at fair value through earnings.

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DERIVATIVE INSTRUMENTS

3 Months Ended

Mar. 31, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE INSTRUMENTS

9. DERIVATIVE INSTRUMENTS

Derivative instruments include, but are not limited to, interest rate swaps, options to enter into interest rate swaps (“swaptions”), TBA derivatives, U.S. Treasury and Secured Overnight Financing Rate (“SOFR”) 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, U.S. Treasury 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 Net gains (losses) on derivatives 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 recognized 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 derivatives. 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 or received under such transactions. At March 31, 2024 and December 31, 2023, ($3.2) billion and ($2.4) billion, respectively, 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 have outstanding interest rate swap agreements where the floating leg is linked to the SOFR, 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 (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 are estimated using internal pricing models and compared to the counterparty market values.

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.

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 a commercial mortgage-backed securities index, such as the CMBX index, and synthetic total return swaps.

The following table summarizes fair value information about the Company’s derivative assets and liabilities at March 31, 2024 and December 31, 2023:

Derivatives Instruments	March 31, 2024		December 31, 2023
Assets	(dollars in thousands)
Interest rate swaps	$	46,796	$	26,344
Interest rate swaptions	136,514		105,883
TBA derivatives	7,220		20,689
Futures contracts (1)	8,636		—
Purchase commitments	4,633		9,641
Total derivative assets	$	203,799	$	162,557
Liabilities
Interest rate swaps	$	20,931	$	83,051
TBA derivatives	10,703		39,070
Futures contracts (2)	69,565		179,835
Purchase commitments	1,943		339
Total derivative liabilities	$	103,142	$	302,295
(1) As of March 31, 2024, includes $1.3 million of SOFR futures options. (2) As of March 31, 2024, includes $26.8 million of SOFR futures options.

The following tables summarize certain characteristics of the Company’s interest rate swaps at March 31, 2024 and December 31, 2023:

March 31, 2024
Maturity	Current Notional (1)(2)		Weighted Average Pay Rate		Weighted Average Receive Rate		Weighted Average Years to Maturity (3)
(dollars in thousands)
0 - 3 years	$	18,093,229	3.53	%	5.21	%	1.46
3 - 6 years	14,383,021		3.34	%	5.31	%	5.05
6 - 10 years	20,733,537		2.81	%	5.29	%	8.27
Greater than 10 years	1,887,484		3.41	%	5.21	%	23.38
Total / Weighted average	$	55,097,271	3.20	%	5.26	%	5.72
December 31, 2023
Maturity	Current Notional (1)(2)		Weighted Average Pay Rate		Weighted Average Receive Rate		Weighted Average Years to Maturity (3)
(dollars in thousands)
0 - 3 years	$	21,397,358	3.17	%	5.26	%	1.23
3 - 6 years	12,461,799		3.09	%	5.37	%	4.75
6 - 10 years	22,949,150		2.85	%	5.34	%	8.02
Greater than 10 years	2,021,247		3.53	%	5.27	%	22.71
Total / Weighted average	$	58,829,554	3.04	%	5.31	%	5.36
(1) As of March 31, 2024, 7% and 93% of the Company’s interest rate swaps were linked to the Federal funds rate and the SOFR, respectively. As of December 31, 2023, 6% and 94% of the Company’s interest rate swaps were linked to the Federal funds rate and the SOFR, respectively. (2) As of March 31, 2024, notional amount includes $1.2 billion of forward starting pay fixed swaps. There were no forward starting swaps at December 31, 2023. (3) The weighted average years to maturity of payer interest rate swaps is offset by the weighted average years to maturity of receiver interest rate swaps. As such, the net weighted average years to maturity for each maturity bucket may fall outside of the range listed.

The following tables summarize certain characteristics of the Company’s swaptions at March 31, 2024 and December 31, 2023:

March 31, 2024
	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	$1,250,000	2.21%	SOFR	7.44	5.18
Long receive	$500,000	1.65%	SOFR	10.05	0.50
December 31, 2023
	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	$1,250,000	2.21%	SOFR	7.69	8.21
Long receive	$500,000	1.65%	SOFR	10.30	3.53

The following tables summarize certain characteristics of the Company’s TBA derivatives at March 31, 2024 and December 31, 2023:

March 31, 2024
Purchase and sale contracts for derivative TBAs	Notional		Implied Cost Basis		Implied Market Value		Net Carrying Value
(dollars in thousands)
Purchase contracts	$	2,956,000	$	3,001,301	$	3,001,179	$	(122)
Sale contracts	(1,993,400)		(1,864,513)		(1,867,874)		(3,361)
Net TBA derivatives	$	962,600	$	1,136,788	$	1,133,305	$	(3,483)
December 31, 2023
Purchase and sale contracts for derivative TBAs	Notional		Implied Cost Basis		Implied Market Value		Net Carrying Value
(dollars in thousands)
Purchase contracts	$	988,000	$	920,626	$	915,790	$	(4,836)
Sale contracts	(1,491,000)		(1,475,847)		(1,489,392)		(13,545)
Net TBA derivatives	$	(503,000)	$	(555,221)	$	(573,602)	$	(18,381)

The following tables summarize certain characteristics of the Company’s futures derivatives at March 31, 2024 and December 31, 2023: 

March 31, 2024
	Notional - Long Positions		Notional - Short Positions		Weighted Average Years to Maturity
	(dollars in thousands)
U.S. Treasury futures - 2 year	$	—	$	(1,981,400)	1.93
U.S. Treasury futures - 5 year	1,070,000		—		4.40
U.S. Treasury futures - 10 year and greater	—		(3,029,000)		12.77
Total	$	1,070,000	$	(5,010,400)	7.77
December 31, 2023
	Notional - Long Positions		Notional - Short Positions		Weighted Average Years to Maturity
	(dollars in thousands)
U.S. Treasury futures - 2 year	$	—	$	(5,001,400)	1.97
U.S. Treasury futures - 10 year and greater	—		(1,733,600)		14.26
Total	$	—	$	(6,735,000)	5.13

The Company presents derivative contracts on a gross basis in 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 be offset in the Company’s Consolidated Statements of Financial Condition at March 31, 2024 and December 31, 2023, respectively.

March 31, 2024
			Amounts Eligible for Offset
	Gross Amounts		Financial Instruments		Cash Collateral		Net Amounts
Assets	(dollars in thousands)
Interest rate swaps, at fair value	$	46,796	$	(6,692)	$	(32,931)	$	7,173
Interest rate swaptions, at fair value	136,514		(58,725)		(77,140)		649
TBA derivatives, at fair value	7,220		(5,943)		—		1,277
Futures contracts, at fair value (1)	8,636		(8,636)		—		—
Purchase commitments	4,633		—		—		4,633
Liabilities
Interest rate swaps, at fair value	$	20,931	$	(16,950)	$	—	$	3,981
TBA derivatives, at fair value	10,703		(10,628)		—		75
Futures contracts, at fair value (2)	69,565		(8,636)		(60,929)		—
Purchase commitments	1,943		—		—		1,943
(1) As of March 31, 2024, includes $1.3 million of SOFR futures options. (2) As of March 31, 2024, includes $26.8 million of SOFR futures options.
December 31, 2023
			Amounts Eligible for Offset
	Gross Amounts		Financial Instruments		Cash Collateral		Net Amounts
Assets	(dollars in thousands)
Interest rate swaps, at fair value	$	26,344	$	(21,505)	$	—	$	4,839
Interest rate swaptions, at fair value	105,883		(45,930)		(57,320)		2,633
TBA derivatives, at fair value	20,689		(13,282)		—		7,407
Purchase commitments	9,641		—		—		9,641
Liabilities
Interest rate swaps, at fair value	$	83,051	$	(72,844)	$	—	$	10,207
TBA derivatives, at fair value	39,070		(34,525)		—		4,545
Futures contracts, at fair value	179,835		—		(179,835)		—
Purchase commitments	339		—		—		339

The effect of interest rate swaps in 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 (1)		Realized Gains (Losses) on Termination of Interest Rate Swaps (1)		Unrealized Gains (Losses) on Interest Rate Swaps (1)
For the three months ended	(dollars in thousands)
March 31, 2024	$	330,149	$	(21,237)	$	900,902
March 31, 2023	$	385,706	$	(145,819)	$	(956,272)
(1) Included in Net gains (losses) on derivatives in the Consolidated Statements of Comprehensive Income (Loss).

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

Three Months Ended March 31, 2024
Derivative Instruments	Realized Gain (Loss)		Unrealized Gain (Loss)		Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Derivatives
(dollars in thousands)
Net TBA derivatives	$	(8,615)	$	14,898	$	6,283
Net interest rate swaptions	—		30,631		30,631
Futures (1)	(8,680)		145,709		137,029
Purchase commitments	—		(6,613)		(6,613)
Total					$	167,330
(1) For the three months ended March 31, 2024, includes $1.2 million of unrealized gain and $0.0 million of realized gain related to SOFR futures options.

Three Months Ended March 31, 2023
Derivative Instruments	Realized Gain (Loss)		Unrealized Gain (Loss)		Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Derivatives
(dollars in thousands)
Net TBA derivatives	$	(153,849)	$	215,360	$	61,511
Net interest rate swaptions	2,323		(45,999)		(43,676)
Futures	118,332		(314,878)		(196,546)
Purchase commitments	—		865		865
Credit derivatives	(1,312)		(5,209)		(6,521)
Total					$	(184,367)

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 were in a net asset position at March 31, 2024.

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FAIR VALUE MEASUREMENTS

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

10. FAIR VALUE MEASUREMENTS

The Company follows fair value guidance in accordance with GAAP to account for its financial instruments and MSR that are accounted for at fair value. The fair value of a financial instrument and MSR 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 and MSR 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 instrument and MSR 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 and U.S. Treasury securities 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 and TBA derivatives 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 and TBA derivatives 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 and TBA derivatives 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 “Variable Interest Entities” Note for additional information.

The Company classifies its investments in MSR 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 discount rates, prepayment rates, delinquency levels and costs to service. 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 MSR 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 and MSR measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023. There were no transfers between levels of the fair value hierarchy during the periods presented.

March 31, 2024
	Level 1		Level 2		Level 3		Total
Assets	(dollars in thousands)
Securities
Agency mortgage-backed securities	$	—	$	63,542,230	$	—	$	63,542,230
Credit risk transfer securities	—		871,421		—		871,421
Non-Agency mortgage-backed securities	—		1,933,910		—		1,933,910
Commercial mortgage-backed securities	—		153,128		—		153,128
Loans
Residential mortgage loans	—		2,717,823		—		2,717,823
Mortgage servicing rights	—		—		2,651,279		2,651,279
Assets transferred or pledged to securitization vehicles	—		15,614,750		—		15,614,750
Derivative assets
Interest rate swaps	—		46,796		—		46,796
Other derivatives	8,636		148,367		—		157,003
Total assets	$	8,636	$	85,028,425	$	2,651,279	$	87,688,340
Liabilities
Debt issued by securitization vehicles	$	—	$	13,690,967	$	—	$	13,690,967
Participations issued	—		1,161,323		—		1,161,323
U.S. Treasury securities sold, not yet purchased	2,077,404		—		—		2,077,404
Derivative liabilities
Interest rate swaps	—		20,931		—		20,931
Other derivatives	69,565		12,646		—		82,211
Total liabilities	$	2,146,969	$	14,885,867	$	—	$	17,032,836

December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets	(dollars in thousands)
Securities
Agency mortgage-backed securities	$	—	$	66,308,788	$	—	$	66,308,788
Credit risk transfer securities	—		974,059		—		974,059
Non-Agency mortgage-backed securities	—		2,108,274		—		2,108,274
Commercial mortgage-backed securities	—		222,444		—		222,444
Loans
Residential mortgage loans	—		2,353,084		—		2,353,084
Mortgage servicing rights	—		—		2,122,196		2,122,196
Assets transferred or pledged to securitization vehicles	—		13,307,622		—		13,307,622
Derivative assets
Interest rate swaps	—		26,344		—		26,344
Other derivatives	—		136,213		—		136,213
Total assets	$	—	$	85,436,828	$	2,122,196	$	87,559,024
Liabilities
Debt issued by securitization vehicles	$	—	$	11,600,338	$	—	$	11,600,338
Participations issued	—		1,103,835		—		1,103,835
U.S. Treasury securities sold, not yet purchased	2,132,751		—		—		2,132,751
Derivative liabilities
Interest rate swaps	—		83,051		—		83,051
Other derivatives	179,835		39,409		—		219,244
Total liabilities	$	2,312,586	$	12,826,633	$	—	$	15,139,219

Qualitative and 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 MSR, 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 MSR, which in turn could result in a decline in the estimated fair value of MSR. Refer to the “Mortgage Servicing Rights” Note for additional information, including rollforwards.

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

Unobservable Input (1)	Range (Weighted Average) (2)
	March 31, 2024	December 31, 2023
Discount rate	7.1% - 12.6% (8.6%)	7.0% - 12.0% (8.6%)
Prepayment rate	4.8% - 14.5% (5.6%)	4.8% - 11.0% (5.6%)
Delinquency rate	0.2% - 3.5% (1.2%)	0.2% - 4.2% (1.3%)
Cost to service	$83 - $108 ($92)	$84 - $111 ($94)
(1) Represents rates, estimates and assumptions that the Company believes would be used by market participants when valuing these assets. (2) Weighted average discount rate computed based on the fair value of MSR, weighted average prepayment rate, delinquency rate and cost to service based on unpaid principal balances of loans underlying the MSR.

The following table summarizes the estimated fair values for financial assets and liabilities that are not carried at fair value at March 31, 2024 and December 31, 2023.

	March 31, 2024		December 31, 2023
	Carrying Value	Fair Value	Carrying Value	Fair Value
Financial liabilities
Repurchase agreements	$58,975,232	$58,975,232	$62,201,543	$62,201,543
Other secured financing	600,000	600,000	500,000	500,000

The carrying values of repurchase agreements and short term other secured financing approximate fair value and are considered Level 2 fair value measurements. Long term other secured financing is valued using Level 2 inputs.

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INTANGIBLE ASSETS

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS

11.  INTANGIBLE ASSETS

Intangible assets, net

Finite life intangible assets are amortized over their expected useful lives. As part of the Company’s management internalization transaction, which closed on June 30, 2020, the Company recognized an intangible asset for the acquired assembled workforce of approximately $41.2 million based on the replacement cost of the employee base acquired by the Company.

The following table presents the activity of finite lived intangible assets for the three months ended March 31, 2024.

Intangible Assets, net
(dollars in thousands)
Beginning balance January 1, 2024	$	12,106
Less: amortization expense	(673)
Ending balance March 31, 2024	$	11,433

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SECURED FINANCING

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

SECURED FINANCING

12. 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 should be treated as a secured financing.

The Company enters into reverse repurchase agreements to earn a yield on excess cash balances. To mitigate credit exposure, the Company monitors the market value of these securities and delivers or obtains additional collateral based on changes in market value of these securities. Generally, the Company receives or posts collateral with a fair value approximately equal to or greater than the value of the secured financing.

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 $59.0 billion and $62.2 billion of repurchase agreements with weighted average remaining maturities of 43 days and 44 days and weighted average rates of 5.55% and 5.70% at March 31, 2024 and December 31, 2023, respectively. In connection with its residential mortgage loans, the Company has select arrangements with counterparties to enter into repurchase agreements for $2.7 billion with remaining capacity of $1.9 billion at March 31, 2024.

At March 31, 2024 and December 31, 2023, the repurchase agreements had the following remaining maturities and collateral types: 

March 31, 2024
	Agency Mortgage-Backed Securities		CRTs		Non-Agency Mortgage-Backed Securities		Residential Mortgage Loans		Commercial Mortgage-Backed Securities		Total Repurchase Agreements
	(dollars in thousands)
1 day	$	19,899,007	$	—	$	133,411	$	—	$	20,479	$	20,052,897
2 to 29 days	9,391,862		364,609		955,493		167,471		115,750		10,995,185
30 to 59 days	19,133,446		—		831,099		—		—		19,964,545
60 to 89 days	6,228,313		268,667		366,510		852		—		6,864,342
90 to 119 days	—		—		—		—		—		—
Over 119 days (1)	2,511,017		—		420,967		571,367		—		3,503,351
Total	$	57,163,645	$	633,276	$	2,707,480	$	739,690	$	136,229	$	61,380,320
Amounts offset in accordance with netting arrangements.											$	(2,405,088)
Net amounts of Repurchase agreements as presented in the Consolidated Statements of Financial Condition.											$	58,975,232

December 31, 2023
	Agency Mortgage-Backed Securities		CRTs		Non-Agency Mortgage-Backed Securities		Residential Mortgage Loans		Commercial Mortgage-Backed Securities		Total Repurchase Agreements
	(dollars in thousands)
1 day	$	—	$	—	$	—	$	—	$	—	$	—
2 to 29 days	33,492,952		555,568		840,400		—		191,276		35,080,196
30 to 59 days	18,090,265		—		528,341		—		—		18,618,606
60 to 89 days	6,479,206		139,952		579,611		—		—		7,198,769
90 to 119 days	—		—		39,714		207,592		—		247,306
Over 119 days (1)	2,511,003		—		169,697		644,259		—		3,324,959
Total	$	60,573,426	$	695,520	$	2,157,763	$	851,851	$	191,276	$	64,469,836
Amounts offset in accordance with netting arrangements.											$	(2,268,293)
Net amounts of Repurchase agreements as presented in the Consolidated Statements of Financial Condition.											$	62,201,543
(1) Less than 1% of repurchase agreements had a remaining maturity over 1 year at March 31, 2024. No repurchase agreements had a remaining maturity over 1 year at December 31, 2023.

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 March 31, 2024 and December 31, 2023. Refer to the

“Derivative Instruments” Note for information related to the effect of netting arrangements on the Company’s derivative instruments.

	March 31, 2024				December 31, 2023
	Reverse Repurchase Agreements		Repurchase Agreements		Reverse Repurchase Agreements		Repurchase Agreements
	(dollars in thousands)
Gross amounts	$	2,405,088	$	61,380,320	$	2,268,293	$	64,469,836
Amounts offset	(2,405,088)		(2,405,088)		(2,268,293)		(2,268,293)
Netted amounts	$	—	$	58,975,232	$	—	$	62,201,543

The fair value of collateral received in connection with reverse repurchase agreements as of March 31, 2024 was $2.4 billion, of which the Company sold $2.1 billion. The fair value of collateral received in connection with reverse repurchase agreements as of December 31, 2023 was $2.3 billion, of which the Company sold $2.1 billion. The amount of collateral sold is reported at fair value in the Company’s Consolidated Statements of Financial Condition as U.S. Treasury securities sold, not yet purchased.

Other Secured Financing - As of March 31, 2024, the Company had $1.3 billion in total committed credit facilities to finance a portion of its MSR portfolio. Outstanding borrowings under this facility as of March 31, 2024 totaled $600.0 million with maturities ranging between ten months to two years. The weighted average interest rate of the borrowings was 8.07% as of March 31, 2024. Borrowings are reported in Other secured financing in the Company’s Consolidated Statements of Financial Condition.

Refer to the “Variable Interest Entities” Note for additional information on the Company’s other secured financing arrangements at December 31, 2023.

Investments pledged as collateral under secured financing arrangements and interest rate swaps, excluding residential mortgage loans of consolidated VIEs, had an estimated fair value and accrued interest of $64.3 billion and $275.5 million, respectively, at March 31, 2024 and $68.2 billion and $279.5 million, respectively, at December 31, 2023.

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CAPITAL STOCK

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

CAPITAL STOCK

13. CAPITAL STOCK

(A)    Common Stock

The following table provides a summary of the Company’s common shares authorized, and issued and outstanding at March 31, 2024 and December 31, 2023.

	Shares authorized		Shares issued and outstanding
	March 31, 2024	December 31, 2023	March 31, 2024	December 31, 2023	Par Value
Common stock	1,468,250,000	1,468,250,000	500,440,023	500,080,287	$0.01

In December 2020, the Company announced that its Board of Directors (“Board”) authorized the repurchase of up to $1.5 billion of its outstanding common shares through December 31, 2021 (the “Prior Share Repurchase Program”). In January 2022, the Company announced that its Board authorized the repurchase of up to $1.5 billion of its outstanding shares of common stock through December 31, 2024 (the “Current Share Repurchase Program”). The Current Share Repurchase Program replaced the Prior Share Repurchase Program. During the three months ended March 31, 2024 and 2023, no shares were repurchased under the Current Share Repurchase Program or Prior Share Repurchase Program.

On August 6, 2020, the Company entered into separate Amended and Restated Distribution Agency Agreements (as amended by Amendment No. 1 to the Amended and Restated Distribution Agency Agreements on August 6, 2021 and Amendment No. 2 to the Amended and Restated Distribution Agency Agreements on November 3, 2022, collectively, the “Sales Agreements”) with each of Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Keefe, Bruyette & Woods, Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC (collectively, the “Sales Agents”). Pursuant to the Sales Agreements, 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 (the “at-the-market sales program”).

During the three months ended March 31, 2024, no shares were issued under the at-the-market sales program; however, the Company incurred costs to maintain the effectiveness of the at-the-market sales program. During the three months ended March 31, 2023, under the at-the-market sales program, the Company issued 25.3 million shares for proceeds of $562.7 million, net of commissions and fees.

(B)    Preferred Stock

The following is a summary of the Company’s cumulative redeemable preferred stock outstanding at March 31, 2024 and December 31, 2023. 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)	Effective Date of Floating Rate Dividend Period	Floating Annual Rate (2)
	March 31, 2024	December 31, 2023	March 31, 2024	December 31, 2023	March 31, 2024		December 31, 2023
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 Term SOFR + 4.993%
Series G	17,000,000	17,000,000	17,000,000	17,000,000	411,335		411,335		6.50%	3/31/2023	3/31/2023	3M Term SOFR + 4.172%
Series I	17,700,000	17,700,000	17,700,000	17,700,000	428,324		428,324		6.75%	6/30/2024	6/30/2024	3M Term SOFR + 4.989%
Total	63,500,000	63,500,000	63,500,000	63,500,000	$	1,536,569	$	1,536,569
(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. (2) For each series of fixed-to-floating rate cumulative redeemable preferred stock, the floating rate is calculated as 3-month CME Term SOFR (plus a spread adjustment of 0.26161%) plus the spread specified in the prospectus.

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 March 31, 2024, the Company had declared and paid all required quarterly dividends on the Company’s preferred stock.

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

On November 3, 2022, the Company’s Board of Directors approved a repurchase plan for all of its existing outstanding Preferred Stock (as defined below, the “Preferred Stock Repurchase Program”). Under the terms of the plan, the Company is authorized to repurchase up to an aggregate of 63,500,000 shares of Preferred Stock, comprised of up to (i) 28,800,000 shares of its 6.95% Series F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series F Preferred Stock”), (ii) 17,000,000 shares of its 6.50% Series G Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series G Preferred Stock”), and (iii) 17,700,000 shares of its 6.75% Series I Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series I Preferred Stock”, and together with Series F Preferred Stock and Series G Preferred Stock, the “Preferred Stock”). The aggregate liquidation value of the Preferred Stock that may be repurchased by the Company pursuant to the Preferred Stock Repurchase Program, as of November 3, 2022, was approximately $1.6 billion. The Preferred Stock Repurchase Program became effective on November 3, 2022, and shall expire on December 31, 2024. No shares were repurchased with respect to the Preferred Stock Repurchase Program during the three months ended March 31, 2024.

(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
	March 31, 2024		March 31, 2023
	(dollars in thousands, except per share data)
Dividends and dividend equivalents declared on common stock and share-based awards	$	326,872	$	322,499
Distributions declared per common share	$	0.65	$	0.65
Distributions paid to common stockholders after period end	$	325,286	$	321,023
Distributions paid per common share after period end	$	0.65	$	0.65
Date of distributions paid to common stockholders after period end	April 30, 2024		April 28, 2023
Dividends declared to series F preferred stockholders	$	19,085	$	17,502
Dividends declared per share of series F preferred stock	$	0.663	$	0.608
Dividends declared to series G preferred stockholders	$	10,509	$	6,906
Dividends declared per share of series G preferred stock	$	0.618	$	0.406
Dividends declared to series I preferred stockholders	$	7,467	$	7,467
Dividends declared per share of series I preferred stock	$	0.422	$	0.422

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INTEREST INCOME AND INTEREST EXPENSE

3 Months Ended

Mar. 31, 2024

Banking and Thrift, Interest [Abstract]

INTEREST INCOME AND INTEREST EXPENSE

14.  INTEREST INCOME AND INTEREST EXPENSE

Refer to the “Significant Accounting Policies” Note 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
(1) Changes in fair value are recognized in Other comprehensive income (loss) on the accompanying Consolidated Statements of Comprehensive Income (Loss) for securities purchased prior to July 1, 2022. Effective July 1, 2022, changes in fair value are recognized in Net gains (losses) on investments and other on the accompanying Consolidated Statements of Comprehensive Income (Loss) for newly purchased securities. (2) Changes in fair value are recognized in Net gains (losses) on investments and other 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 table presents the components of the Company’s interest income and interest expense for the three months ended March 31, 2024 and 2023.

	For the Three Months Ended March 31,
	2024		2023
Interest income	(dollars in thousands)
Agency securities	$	751,516	$	603,102
Residential credit securities	55,996		53,745
Residential mortgage loans (1)	252,016		147,231
Commercial investment portfolio (1) (2)	3,554		9,887
Reverse repurchase agreements	31,406		4,285
Total interest income	$	1,094,488	$	818,250
Interest expense
Repurchase agreements	$	897,598	$	698,742
Debt issued by securitization vehicles	161,017		88,934
Participations issued	20,251		11,111
U.S. Treasury securities sold, not yet purchased	22,073		—
Total interest expense	1,100,939		798,787
Net interest income	$	(6,451)	$	19,463
(1) Includes assets transferred or pledged to securitization vehicles. (2) Includes commercial real estate debt and preferred equity.

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NET INCOME (LOSS) PER COMMON SHARE

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

NET INCOME (LOSS) PER COMMON SHARE

15.  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 months ended March 31, 2024 and 2023.

	For the Three Months Ended
	March 31, 2024		March 31, 2023
	(dollars in thousands, except per share data)
Net income (loss)	$	465,174	$	(839,328)
Net income (loss) attributable to noncontrolling interests	2,282		4,928
Net income (loss) attributable to Annaly	462,892		(844,256)
Dividends on preferred stock	37,061		31,875
Net income (loss) available (related) to common stockholders	$	425,831	$	(876,131)
Weighted average shares of common stock outstanding-basic	500,612,840		489,688,364
Add: Effect of stock awards, if dilutive	569,203		—
Weighted average shares of common  stock outstanding-diluted	501,182,043		489,688,364
Net income (loss) per share available (related) to common share
Basic	$	0.85	$	(1.79)
Diluted	$	0.85	$	(1.79)

The computations of diluted net income (loss) per share available (related) to common share for the three months ended March 31, 2024 and 2023 excludes 1.5 million and 1.7 million, respectively, of potentially dilutive restricted and performance stock units because their effect would have been anti-dilutive.

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INCOME TAXES

3 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

INCOME TAXES

16.  INCOME TAXES

For the three months ended March 31, 2024, 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 joint ventures, 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 March 31, 2024 and December 31, 2023.

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 months ended March 31, 2024 and 2023, the Company recorded ($0.9) million and $11.0 million, respectively, of income tax expense (benefit) attributable to its TRSs. The Company’s federal, state and local tax returns from 2020 and forward remain open for examination.

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SEGMENTS

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

SEGMENTS

17.  SEGMENTS

The Company operates in three reportable segments further described in the Description of Business Note. The accounting policies applied to the segments are the same as those described in the summary of significant accounting policies, with the exception of allocations between segments related to net interest income and other comprehensive income (loss), which are

reflected in Other income (loss), and allocations between segments related to investment balances, which are presented net of associated financings in Total Assets. These allocations are made to reflect the economic hedging relationship between investments within different operating segments. Activities that are not directly attributable or not allocated to any of the three current operating segments (such as investments in commercial mortgage-backed securities, preferred stock dividends and corporate existence costs) are reported under Corporate and Other as reconciling items to the Company’s consolidated financial statements. The tables below summarize the result of operations and total assets by segment that are provided to the Chief Operating Decision Maker (CODM), which is the Company’s Operating Committee. Comprehensive income is the measure of segment profit or loss that is determined in accordance with the measurement principles used in measuring the corresponding amounts in the consolidated financial statements and is a key determinant of the Company’s economic return (computed as the change in stockholders’ equity attributable to common shareholders plus common stock dividends declared divided by the prior period’s stockholders’ equity attributable to common shareholders), a measure which is used by the CODM to evaluate segment results and is one of the factors considered in determining capital allocation among the segments.

The following tables present the reportable operating segments related to the Company’s results of operations for the three months ended March 31, 2024 and 2023:

Three Months Ended March 31, 2024
	Agency		Resi-credit		MSR		Corporate & Other		Consolidated
	(dollars in thousands)
Interest income	$	781,926	$	309,008	$	—	$	3,554	$	1,094,488
Interest expense	846,771		251,862		—		2,306		1,100,939
Net interest income	(64,845)		57,146		—		1,248		(6,451)
Servicing and related income	—		—		115,084		—		115,084
Servicing and related expense	—		—		12,216		—		12,216
Net servicing income	—		—		102,868		—		102,868
Other income (loss)	300,952		105,366		(870)		936		406,384
Less: Total general and administrative expenses	15,588		12,674		8,594		1,714		38,570
Income (loss) before income taxes	220,519		149,838		93,404		470		464,231
Income taxes	607		(1,679)		149		(20)		(943)
Net income (loss)	219,912		151,517		93,255		490		465,174
Less: Net income (loss) attributable to noncontrolling interest	—		2,282		—		—		2,282
Net income (loss) attributable to Annaly	219,912		149,235		93,255		490		462,892
Dividends on preferred stock	—		—		—		37,061		37,061
Net income (loss) available (related) to common stockholders	219,912		149,235		93,255		(36,571)		425,831
Unrealized gains (losses) on available-for-sale securities	(281,869)		—		—		—		(281,869)
Reclassification adjustment for net (gains) losses included in net income (loss)	335,351		—		—		—		335,351
Other comprehensive income (loss)	53,482		—		—		—		53,482
Comprehensive income (loss)	273,394		151,517		93,255		490		518,656
Comprehensive income (loss) attributable to noncontrolling interests	—		2,282		—		—		2,282
Comprehensive income (loss) attributable to Annaly	$	273,394	$	149,235	$	93,255	$	490	$	516,374
Noncash investing and financing activities:
Receivable for unsettled trades	907,634		5,000		28,732		—		941,366
Payable for unsettled trades	2,430,956		—		125,842		—		2,556,798
Net change in unrealized gains (losses) on available-for-sale securities, net of reclassification adjustment	53,482		—		—		—		53,482
Dividends declared, not yet paid	—		—		—		325,286		325,286
Total assets
Total assets	$	66,485,685	$	21,525,612	$	3,209,074	$	263,175	$	91,483,546

Three Months Ended March 31, 2023
	Agency		Resi-credit		MSR		Corporate & Other		Consolidated
	(dollars in thousands)
Interest income	$	607,387	$	200,976	$	—	$	9,887	$	818,250
Interest expense	651,684		141,501		—		5,602		798,787
Net interest income	(44,297)		59,475		—		4,285		19,463
Servicing and related income	—		—		84,273		—		84,273
Servicing and related expense	—		—		7,880		—		7,880
Net servicing income	—		—		76,393		—		76,393
Other income (loss)	(945,023)		37,776		28,234		(4,310)		(883,323)
Less: Total general and administrative expenses	14,140		12,678		7,370		6,640		40,828
Income (loss) before income taxes	(1,003,460)		84,573		97,257		(6,665)		(828,295)
Income taxes	(219)		7,376		3,759		117		11,033
Net income (loss)	(1,003,241)		77,197		93,498		(6,782)		(839,328)
Less: Net income (loss) attributable to noncontrolling interest	—		4,928		—		—		4,928
Net income (loss) attributable to Annaly	(1,003,241)		72,269		93,498		(6,782)		(844,256)
Dividends on preferred stock	—		—		—		31,875		31,875
Net income (loss) available (related) to common stockholders	(1,003,241)		72,269		93,498		(38,657)		(876,131)
Unrealized gains (losses) on available-for-sale securities	675,374		—		—		—		675,374
Reclassification adjustment for net (gains) losses included in net income (loss)	482,908		—		—		—		482,908
Other comprehensive income (loss)	1,158,282		—		—		—		1,158,282
Comprehensive income (loss)	155,041		77,197		93,498		(6,782)		318,954
Comprehensive income (loss) attributable to noncontrolling interests	—		4,928		—		—		4,928
Comprehensive income (loss) attributable to Annaly	$	155,041	$	72,269	$	93,498	$	(6,782)	$	314,026
Noncash investing and financing activities:
Receivable for unsettled trades	669,048		—		10,048		—		679,096
Payable for unsettled trades	3,234,611		578		23,845		—		3,259,034
Net change in unrealized gains (losses) on available-for-sale securities, net of reclassification adjustment	1,158,282		—		—		—		1,158,282
Dividends declared, not yet paid	—		—		—		321,023		321,023
Total assets
Total assets	$	68,858,366	$	15,313,440	$	2,012,405	$	647,806	$	86,832,017

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RISK MANAGEMENT

3 Months Ended

Mar. 31, 2024

Risk Management [Abstract]

RISK MANAGEMENT

18.  RISK MANAGEMENT

The primary risks to the Company are liquidity and funding risk, investment/market risk, credit risk and operational 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, changes in the expectations for the volatility of future interest rates and deterioration of financial conditions in general 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.

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 commercial mortgage-backed securities, residential mortgage loans, CRT securities and other non-Agency mortgage-backed securities. MSR values may also be adversely impacted by rising borrower delinquencies which would reduce servicing income and increase overall costs to service the underlying mortgage loans. The Company is exposed to risk of loss if an issuer, borrower 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, pre-purchase due diligence, maintaining qualifying collateral and continually assessing the creditworthiness of issuers, borrowers and counterparties, credit rating monitoring and active servicer oversight.

The Company depends on third party service providers to perform various business processes related to its operations, including mortgage loan servicers and sub-servicers. The Company’s vendor management policy establishes procedures for engaging, onboarding and monitoring the performance of third party vendors. For mortgage loan servicers and sub-servicers, these procedures include assessing a vendor’s financial health as well as oversight of its compliance with applicable laws and regulations, cybersecurity and business continuity programs and security of personally identifiable information.

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LEASE COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

LEASE COMMITMENTS AND CONTINGENCIES

19.  LEASE COMMITMENTS AND CONTINGENCIES

The Company’s operating leases are primarily comprised of corporate office leases with remaining lease terms of approximately two years and four years. The corporate office leases include options to extend for up to five years, however the extension terms were 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 months ended March 31, 2024 and 2023 was $0.8 million and $0.8 million, respectively.

Supplemental information related to leases as of and for the three months ended March 31, 2024 was as follows:

Operating Leases	Classification	March 31, 2024
Assets	(dollars in thousands)
Operating lease right-of-use assets	Other assets	$	5,191
Liabilities
Operating lease liabilities (1)	Other liabilities	$	6,543
Lease term and discount rate
Weighted average remaining lease term		1.8 years
Weighted average discount rate (1)		3.3%
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases		$	1,026
(1) For the Company’s leases that 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)
2024 (remaining)	$	3,081
2025	3,149
2026	261
2027	269
2028	22
Later years	—
Total lease payments	$	6,782
Less imputed interest	239
Present value of lease liabilities	$	6,543

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 March 31, 2024 and December 31, 2023.

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

20.  SUBSEQUENT EVENTS

In April 2024, the Company completed and closed two securitizations of residential mortgage loans: OBX 2024-NQM5, with a face value of $574.6 million, and OBX 2024-NQM6, with a face value of $457.2 million. These securitizations represent financing transactions which provided non-recourse financing to the Company collateralized by residential mortgage loans purchased by the Company.

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 462,892	$ (844,256)

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Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2024

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.

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 Other assets with income or loss included in Other, net.

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.

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 FVO in order to simplify the accounting treatment for certain financial instruments. Items for which the FVO 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 gains (losses) on investments and other in the Consolidated Statements of Comprehensive Income (Loss). For additional information regarding financial instruments for which the Company has elected the FVO refer to 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 and MSR that are accounted for at fair value. The fair value of a financial instrument and MSR 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 and MSR 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 instrument and MSR 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 meet the offsetting criteria. Refer to the “Secured Financing” Note for further discussion on reverse repurchase and repurchase agreements.

Derivative Instruments

Derivative Instruments – Derivatives are recognized 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 derivatives. 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.

Derivative instruments include, but are not limited to, interest rate swaps, options to enter into interest rate swaps (“swaptions”), TBA derivatives, U.S. Treasury and Secured Overnight Financing Rate (“SOFR”) 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, U.S. Treasury 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 Net gains (losses) on derivatives 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 recognized 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 derivatives. None of the Company’s derivative transactions have been designated as hedging instruments for accounting purposes. 

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 have outstanding interest rate swap agreements where the floating leg is linked to the SOFR, 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 (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 are estimated using internal pricing models and compared to the counterparty market values.

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.

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 a commercial mortgage-backed securities index, such as the CMBX index, and synthetic total return swaps.

Stock-Based Compensation

Stock-Based Compensation – The Company measures compensation expense for stock-based awards at fair value, which is generally based on the grant-date fair value of the Company’s common stock. Compensation expense is recognized ratably over the vesting or requisite service period of the award. Stock-based awards that contain market-based conditions are valued using a model.

Compensation expense for awards with performance conditions is recognized based on the probable outcome of the performance condition at each reporting date. Compensation expense for awards with market conditions is recognized irrespective of the probability of the market condition being achieved and is not reversed if the market condition is not met. Stock-based awards that do not require future service (i.e., vested awards) are expensed immediately. Forfeitures are recorded when they occur. The Company generally issues new shares of common stock upon delivery of stock-based awards.

Interest Income

Interest Income - The Company recognizes interest income primarily on Residential Securities (as defined in the “Securities” Note), residential mortgage loans, commercial investments and reverse repurchase agreements. Interest accrued but not received is recognized as Interest receivable on the Consolidated Statements of Financial Condition. Interest income is presented as a separate line item on the Consolidated Statements of Comprehensive Income (Loss).

For its securities, 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 interest-only securities, multifamily and reverse mortgages), 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 or discounts associated with the purchase of multifamily securities are amortized or accreted into interest income based upon their contractual payment terms. If a prepayment occurs, an adjustment is made to the unpaid principal balance and unamortized premium or discount in the current period and the original effective yield continues to be applied.

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).

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.

The Company has made an accounting policy election not to measure an allowance for loans losses for accrued interest receivable. If interest receivable is deemed to be uncollectible or not collected within 90 days of its contractual due date for commercial loans carried at amortized cost, it is written off through a reversal of interest income. Any interest written off that is recovered is recognized as interest income.

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”). The Company has early adopted ASU 2023-07, Improvements to Segment Reporting, as its Residential Credit and MSR operating segments have become a more significant component of consolidated results. Refer to the “Segments” Note for more information.

The Company reviewed other recently issued ASUs and determined that they were 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.

Allowance for Losses

Allowance for Losses – Prior to the sale of its corporate debt and commercial loan portfolios, the Company evaluated the need for a loss reserve on each of its loans classified as held-for investment and carried at amortized cost based upon estimated current expected credit losses.

The Company recorded net loan loss (provisions) reversals of $0.2 million for the three months ended March 31, 2023. At March 31, 2024, the Company’s net loan loss (provision) reversal was $0.

Residential Mortgage Loans

The Company’s residential mortgage loans are primarily comprised of performing adjustable-rate and fixed-rate whole loans. The Company’s residential loans are accounted for under the fair value option with changes in fair value reflected in Net gains (losses) on investments and other in the Consolidated Statements of Comprehensive Income (Loss). 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 mortgage loans are secured by first liens on primarily one-to-four family residential properties. A subsidiary of the Company has engaged a third party to act as its custodian, agent and bailee for the purposes of receiving and holding certain documents, instruments and papers related to the residential mortgage loans it purchases. Pursuant to the Company’s custodial agreement, the custodian segregates and maintains continuous custody of all documents constituting the mortgage file with respect to each mortgage loan owned by the subsidiary in secure and fire resistant facilities and in a manner consistent with the standard of care employed by prudent mortgage loan document custodians. At or prior to the funding of any residential mortgage loan, the related seller, pursuant to the terms of our mortgage loan purchase agreement, must deliver to the custodian, the mortgage loan documents including the mortgage note, the mortgage and other related loan documents. In addition, a complete credit file for the related mortgage and borrower must be delivered to the subsidiary prior to the date of purchase.

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 and U.S. Treasury securities 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 and TBA derivatives 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 and TBA derivatives 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 and TBA derivatives 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 “Variable Interest Entities” Note for additional information.

The Company classifies its investments in MSR 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 discount rates, prepayment rates, delinquency levels and costs to service. 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 MSR 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.

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 should be treated as a secured financing.

The Company enters into reverse repurchase agreements to earn a yield on excess cash balances. To mitigate credit exposure, the Company monitors the market value of these securities and delivers or obtains additional collateral based on changes in market value of these securities. Generally, the Company receives or posts collateral with a fair value approximately equal to or greater than the value of the secured financing.

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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DESCRIPTION OF BUSINESS (Tables)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Schedule of Investment Groups

The Company’s three 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 and complementary investments within the Agency market, including Agency commercial MBS.
Annaly Residential Credit Group	Invests primarily in non-Agency residential whole loans and securitized products within the residential and commercial markets.
Annaly Mortgage Servicing Rights Group	Invests in mortgage servicing rights (“MSR”), which provide the right to service residential mortgage loans in exchange for a portion of the interest payments made on the loans.

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FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Mar. 31, 2024

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 March 31, 2024 and December 31, 2023.

Financial Instruments (1)
Balance Sheet Line Item	Type / Form	Measurement Basis	March 31, 2024		December 31, 2023
	Assets	(dollars in thousands)
Securities	Agency mortgage-backed securities (2)	Fair value, with unrealized gains (losses) through other comprehensive income	$	11,802,912	$	15,665,352
Securities	Agency mortgage-backed securities (3)	Fair value, with unrealized gains (losses) through earnings	51,739,318		50,643,436
Securities	Residential credit risk transfer securities	Fair value, with unrealized gains (losses) through earnings	871,421		974,059
Securities	Non-agency mortgage-backed securities	Fair value, with unrealized gains (losses) through earnings	1,933,910		2,108,274
Securities	Commercial real estate debt investments - CMBS	Fair value, with unrealized gains (losses) through earnings	153,128		222,444
Total securities			66,500,689		69,613,565
Loans, net	Residential mortgage loans	Fair value, with unrealized gains (losses) through earnings	2,717,823		2,353,084
Total loans, net			2,717,823		2,353,084
Assets transferred or pledged to securitization vehicles	Residential mortgage loans	Fair value, with unrealized gains (losses) through earnings	15,614,750		13,307,622
Total assets transferred or pledged to securitization vehicles			15,614,750		13,307,622
	Liabilities
Repurchase agreements	Repurchase agreements	Amortized cost	$	58,975,232	$	62,201,543
Other secured financing	Loans	Amortized cost	600,000		500,000
Debt issued by securitization vehicles	Securities	Fair value, with unrealized gains (losses) through earnings	13,690,967		11,600,338
Participations issued	Participations issued	Fair value, with unrealized gains (losses) through earnings	1,161,323		1,103,835
U.S. Treasury securities sold, not yet purchased	Securities	Fair value, with unrealized gains (losses) through earnings	2,077,404		2,132,751
(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 purchased prior to July 1, 2022. (3) Includes interest-only securities and reverse mortgages and, effective July 1, 2022, newly purchased Agency pass-through, collateralized mortgage obligation (“CMO”) and multifamily securities.

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SECURITIES (Tables)

3 Months Ended

Mar. 31, 2024

Investments, Debt and Equity Securities [Abstract]

Rollforward of Company's Securities

The following table represents a rollforward of the activity for the Company’s securities for the three months ended March 31, 2024:

	Agency Securities		Residential Credit Securities		Commercial Securities		Total
	(dollars in thousands)
Beginning balance January 1, 2024	$	66,308,788	$	3,082,333	$	222,444	$	69,613,565
Purchases	6,816,858		243,300		—		7,060,158
Sales	(7,625,781)		(473,895)		(68,768)		(8,168,444)
Principal paydowns	(1,306,242)		(115,392)		(2,379)		(1,424,013)
(Amortization) / accretion	(29,893)		3,161		342		(26,390)
Fair value adjustment	(621,500)		65,824		1,489		(554,187)
Ending balance March 31, 2024	$	63,542,230	$	2,805,331	$	153,128	$	66,500,689

Schedule of Available-for-sale Securities Reconciliation

The following tables present the Company’s securities portfolio that were carried at their fair value at March 31, 2024 and December 31, 2023:

	March 31, 2024
	Principal / Notional		Remaining Premium		Remaining Discount		Amortized Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value
Agency	(dollars in thousands)
Fixed-rate pass-through	$	61,399,544	$	1,307,105	$	(1,283,791)	$	61,422,858	$	232,880	$	(2,182,903)	$	59,472,835
Adjustable-rate pass-through	180,516		14,849		(51)		195,314		2,229		(12,410)		185,133
CMO	92,884		1,573		—		94,457		—		(15,087)		79,370
Interest-only	1,940,563		392,064		—		392,064		4,228		(158,300)		237,992
Multifamily(1)	19,533,316		439,374		(8,038)		3,595,193		22,311		(78,131)		3,539,373
Reverse mortgages	26,331		3,039		—		29,370		—		(1,843)		27,527
Total agency securities	$	83,173,154	$	2,158,004	$	(1,291,880)	$	65,729,256	$	261,648	$	(2,448,674)	$	63,542,230
Residential credit
Credit risk transfer	$	815,479	$	1,873	$	(4,188)	$	813,164	$	58,411	$	(154)	$	871,421
Alt-A	150,082		39		(1,670)		148,451		2,788		(9,250)		141,989
Prime (2)	1,464,099		15,455		(13,796)		87,995		2,271		(8,396)		81,870
Subprime	274,910		—		(31,344)		243,566		4,805		(12,159)		236,212
NPL/RPL	1,242,835		9,733		(7,605)		1,244,963		4,305		(25,872)		1,223,396
Prime jumbo (>=2010 vintage) (3)	9,832,776		77,080		(37,320)		252,647		12,847		(15,051)		250,443
Total residential credit securities	$	13,780,181	$	104,180	$	(95,923)	$	2,790,786	$	85,427	$	(70,882)	$	2,805,331
Total residential securities	$	96,953,335	$	2,262,184	$	(1,387,803)	$	68,520,042	$	347,075	$	(2,519,556)	$	66,347,561
Commercial
Commercial securities	$	153,218	$	59	$	(292)	$	152,985	$	274	$	(131)	$	153,128
Total securities	$	97,106,553	$	2,262,243	$	(1,388,095)	$	68,673,027	$	347,349	$	(2,519,687)	$	66,500,689
	December 31, 2023
	Principal / Notional		Remaining Premium		Remaining Discount		Amortized Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value
Agency	(dollars in thousands)
Fixed-rate pass-through	$	63,444,987	$	1,448,886	$	(1,318,948)	$	63,574,925	$	477,242	$	(1,853,226)	$	62,198,941
Adjustable-rate pass-through	188,996		15,834		(51)		204,779		1,663		(14,953)		191,489
CMO	94,448		1,612		—		96,060		—		(13,088)		82,972
Interest-only	2,010,697		416,955		—		416,955		4,729		(157,679)		264,005
Multifamily (1)	17,130,045		400,781		(9,752)		3,552,217		52,055		(59,744)		3,544,528
Reverse mortgages	26,183		3,193		—		29,376		—		(2,523)		26,853
Total agency investments	$	82,895,356	$	2,287,261	$	(1,328,751)	$	67,874,312	$	535,689	$	(2,101,213)	$	66,308,788
Residential credit
Credit risk transfer	$	924,729	$	2,240	$	(4,358)	$	922,611	$	51,984	$	(536)	$	974,059
Alt-A	164,384		9		(3,922)		160,471		2,135		(12,371)		150,235
Prime (2)	1,076,497		8,590		(21,163)		207,077		1,704		(28,134)		180,647
Subprime	272,955		—		(31,751)		241,204		5,622		(11,221)		235,605
NPL/RPL	1,237,531		8,336		(9,224)		1,236,643		4,578		(43,666)		1,197,555
Prime jumbo (>=2010 vintage) (3)	9,425,280		71,960		(49,859)		365,676		10,696		(32,140)		344,232
Total residential credit securities	$	13,101,376	$	91,135	$	(120,277)	$	3,133,682	$	76,719	$	(128,068)	$	3,082,333
Total residential securities	$	95,996,732	$	2,378,396	$	(1,449,028)	$	71,007,994	$	612,408	$	(2,229,281)	$	69,391,121
Commercial
Commercial securities	$	224,597	$	15	$	(822)	$	223,790	$	19	$	(1,365)	$	222,444
Total securities	$	96,221,329	$	2,378,411	$	(1,449,850)	$	71,231,784	$	612,427	$	(2,230,646)	$	69,613,565
(1) Principal/Notional amount includes $16.4 billion and $14.0 billion of Agency Multifamily interest-only securities as of March 31, 2024 and December 31, 2023, respectively. (2) Principal/Notional amount includes $1.4 billion and $0.9 billion of Prime interest-only securities as of March 31, 2024 and December 31, 2023, respectively. (3) Principal/Notional amount includes $9.6 billion and $9.1 billion of Prime Jumbo interest-only securities as of March 31, 2024 and December 31, 2023, respectively.

Types of Agency Mortgage Backed Securities

The following table presents the Company’s Agency mortgage-backed securities portfolio by issuing Agency at March 31, 2024 and December 31, 2023: 

	March 31, 2024		December 31, 2023
Investment Type	(dollars in thousands)
Fannie Mae	$	58,304,852	$	60,477,303
Freddie Mac	5,185,535		5,778,809
Ginnie Mae	51,843		52,676
Total	$	63,542,230	$	66,308,788

Schedule of Residential Investment Securities by Estimated Weighted Average Life Classification

The following table summarizes the Company’s Residential Securities at March 31, 2024 and December 31, 2023, according to their estimated weighted average life classifications:

	March 31, 2024				December 31, 2023
	Estimated Fair Value		Amortized Cost		Estimated Fair Value		Amortized Cost
Estimated weighted average life	(dollars in thousands)
Less than one year	$	155,033	$	159,191	$	254,753	$	257,170
Greater than one year through five years	3,483,561		3,522,892		5,159,969		5,213,575
Greater than five years through ten years	60,929,083		62,999,732		62,158,711		63,662,144
Greater than ten years	1,779,884		1,838,227		1,817,688		1,875,105
Total	$	66,347,561	$	68,520,042	$	69,391,121	$	71,007,994

Schedule of Unrealized Losses on Investments

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 March 31, 2024 and December 31, 2023.

	March 31, 2024					December 31, 2023
	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	$	57,959	$	(1,241)	40	$	35,453	$	(418)	16
12 Months or more	11,601,370		(1,285,041)		1,576	15,455,118		(1,340,032)		1,747
Total	$	11,659,329	$	(1,286,282)	1,616	$	15,490,571	$	(1,340,450)	1,763
(1) Excludes interest-only mortgage-backed securities and reverse mortgages and effective July 1, 2022, newly purchased Agency pass-through, collateralized mortgage obligation (“CMO”) and multifamily securities.

Schedule of Realized Gain (Loss)

The following table presents the Company’s net gains (losses) from the disposal of Residential Securities for the three months ended March 31, 2024 and 2023.

	Gross Realized Gains		Gross Realized Losses		Net Realized Gains (Losses)
For the three months ended	(dollars in thousands)
March 31, 2024	$	32,924	$	(471,172)	$	(438,248)
March 31, 2023	$	4,269	$	(526,117)	$	(521,848)

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LOANS (Tables)

3 Months Ended

Mar. 31, 2024

Receivables [Abstract]

Loan Investment Activity

The following table presents the activity of the Company’s loan investments, excluding loans transferred or pledged to securitization vehicles, for the three months ended March 31, 2024:

	Residential Loans
	(dollars in thousands)
Beginning balance January 1, 2024	$	2,353,084
Purchases / originations	3,132,520
Sales and transfers (1)	(2,737,246)
Principal payments	(31,216)
Gains / (losses)	4,220
(Amortization) / accretion	(3,539)
Ending balance March 31, 2024	$	2,717,823
(1) Includes transfer of residential loans to securitization vehicles with a carrying value of $2.7 billion during the three months ended March 31, 2024.

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 March 31, 2024 and December 31, 2023:

	March 31, 2024		December 31, 2023
	(dollars in thousands)
Fair value	$	18,332,573	$	15,660,706
Unpaid principal balance	$	19,364,991	$	16,611,204

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 months ended March 31, 2024 and 2023 for these investments:

	For the Three Months Ended
	March 31, 2024		March 31, 2023
	(dollars in thousands)
Interest income	$	252,016	$	147,231
Net gains (losses) on disposal of investments (1)	(2,117)		(776)
Net unrealized gains (losses) on instruments measured at fair value through earnings (1)	(84,786)		260,441
Total included in net income (loss)	$	165,113	$	406,896
(1) These amounts are presented in the line item Net gains (losses) on investments and other on the Consolidated Statements of Comprehensive Income (loss).

Geographic Concentrations Based on Unpaid Principal Balances

The following table provides the geographic concentrations based on the unpaid principal balances at March 31, 2024 and December 31, 2023 for the residential mortgage loans, including loans transferred or pledged to securitization vehicles:

Geographic Concentrations of Residential Mortgage Loans
March 31, 2024		December 31, 2023
Property location	% of Balance	Property location	% of Balance
California	37.5%	California	40.1%
New York	10.6%	Florida	10.6%
Florida	10.5%	New York	10.5%
Texas	5.6%	Texas	5.6%
All other (none individually greater than 5%)	35.8%	All other (none individually greater than 5%)	33.2%
Total	100.0%		100.0%

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 March 31, 2024 and December 31, 2023:

	March 31, 2024		December 31, 2023
	Portfolio Range	Portfolio Weighted Average	Portfolio Range	Portfolio Weighted Average
	(dollars in thousands)
Unpaid principal balance	$1 - $4,396	$475	$1 - $4,396	$477
Interest rate	2.00% - 13.25%	5.87%	2.00% - 13.25%	5.63%
Maturity	7/1/2029 - 3/1/2064	5/21/2052	7/1/2029 - 12/1/2063	4/22/2052
FICO score at loan origination	549 - 850	757	549 - 850	758
Loan-to-value ratio at loan origination	3% - 100%	69%	3% - 100%	68%

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MORTGAGE SERVICING RIGHTS (Tables)

3 Months Ended

Mar. 31, 2024

Transfers and Servicing [Abstract]

Presentation of Activity Related to MSR

The following tables present activity related to MSR for the three months ended March 31, 2024 and 2023:  

Mortgage Servicing Rights	Three Months Ended
	March 31, 2024		March 31, 2023
	(dollars in thousands)
Fair value, beginning of period	$	2,122,196	$	1,748,209
Purchases (1)	515,731		36,630
Change in fair value due to:
Changes in valuation inputs or assumptions (2)	46,136		30,207
Other changes, including realization of expected cash flows	(32,784)		(24,066)
Fair value, end of period	$	2,651,279	$	1,790,980
(1) Includes adjustments to original purchase price from early payoffs, defaults, or loans that were delivered but were deemed to not be acceptable. (2) 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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VARIABLE INTEREST ENTITIES (Tables)

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Fair Value of OBX Trusts

Residential securitizations are issued by entities generally referred to collectively as the “OBX Trusts.” These securitizations represent financing transactions that provide non-recourse financing to the Company and are collateralized by residential mortgage loans purchased by the Company. Residential securitizations closed during the year are included in the following table:

Securitization	Date of Closing	Face Value at Closing
		(dollars in thousands)
OBX 2024-NQM1	January 2024	$	413,581
OBX 2024-NQM2	January 2024	$	495,980
OBX 2024-HYB1	February 2024	$	412,084
OBX 2024-NQM3	February 2024	$	439,904
OBX 2024-NQM4	March 2024	$	592,448
OBX 2024-HYB2	March 2024	$	397,787

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DERIVATIVE INSTRUMENTS (Tables)

3 Months Ended

Mar. 31, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Summarizes Fair Value Information about Derivative Assets Liabilities

The following table summarizes fair value information about the Company’s derivative assets and liabilities at March 31, 2024 and December 31, 2023:

Derivatives Instruments	March 31, 2024		December 31, 2023
Assets	(dollars in thousands)
Interest rate swaps	$	46,796	$	26,344
Interest rate swaptions	136,514		105,883
TBA derivatives	7,220		20,689
Futures contracts (1)	8,636		—
Purchase commitments	4,633		9,641
Total derivative assets	$	203,799	$	162,557
Liabilities
Interest rate swaps	$	20,931	$	83,051
TBA derivatives	10,703		39,070
Futures contracts (2)	69,565		179,835
Purchase commitments	1,943		339
Total derivative liabilities	$	103,142	$	302,295
(1) As of March 31, 2024, includes $1.3 million of SOFR futures options. (2) As of March 31, 2024, includes $26.8 million of SOFR futures options.

Summary of Certain Characteristics of Derivatives

The following tables summarize certain characteristics of the Company’s interest rate swaps at March 31, 2024 and December 31, 2023:

March 31, 2024
Maturity	Current Notional (1)(2)		Weighted Average Pay Rate		Weighted Average Receive Rate		Weighted Average Years to Maturity (3)
(dollars in thousands)
0 - 3 years	$	18,093,229	3.53	%	5.21	%	1.46
3 - 6 years	14,383,021		3.34	%	5.31	%	5.05
6 - 10 years	20,733,537		2.81	%	5.29	%	8.27
Greater than 10 years	1,887,484		3.41	%	5.21	%	23.38
Total / Weighted average	$	55,097,271	3.20	%	5.26	%	5.72
December 31, 2023
Maturity	Current Notional (1)(2)		Weighted Average Pay Rate		Weighted Average Receive Rate		Weighted Average Years to Maturity (3)
(dollars in thousands)
0 - 3 years	$	21,397,358	3.17	%	5.26	%	1.23
3 - 6 years	12,461,799		3.09	%	5.37	%	4.75
6 - 10 years	22,949,150		2.85	%	5.34	%	8.02
Greater than 10 years	2,021,247		3.53	%	5.27	%	22.71
Total / Weighted average	$	58,829,554	3.04	%	5.31	%	5.36
(1) As of March 31, 2024, 7% and 93% of the Company’s interest rate swaps were linked to the Federal funds rate and the SOFR, respectively. As of December 31, 2023, 6% and 94% of the Company’s interest rate swaps were linked to the Federal funds rate and the SOFR, respectively. (2) As of March 31, 2024, notional amount includes $1.2 billion of forward starting pay fixed swaps. There were no forward starting swaps at December 31, 2023. (3) The weighted average years to maturity of payer interest rate swaps is offset by the weighted average years to maturity of receiver interest rate swaps. As such, the net weighted average years to maturity for each maturity bucket may fall outside of the range listed.

The following tables summarize certain characteristics of the Company’s swaptions at March 31, 2024 and December 31, 2023:

March 31, 2024
	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	$1,250,000	2.21%	SOFR	7.44	5.18
Long receive	$500,000	1.65%	SOFR	10.05	0.50
December 31, 2023
	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	$1,250,000	2.21%	SOFR	7.69	8.21
Long receive	$500,000	1.65%	SOFR	10.30	3.53

The following tables summarize certain characteristics of the Company’s TBA derivatives at March 31, 2024 and December 31, 2023:

March 31, 2024
Purchase and sale contracts for derivative TBAs	Notional		Implied Cost Basis		Implied Market Value		Net Carrying Value
(dollars in thousands)
Purchase contracts	$	2,956,000	$	3,001,301	$	3,001,179	$	(122)
Sale contracts	(1,993,400)		(1,864,513)		(1,867,874)		(3,361)
Net TBA derivatives	$	962,600	$	1,136,788	$	1,133,305	$	(3,483)
December 31, 2023
Purchase and sale contracts for derivative TBAs	Notional		Implied Cost Basis		Implied Market Value		Net Carrying Value
(dollars in thousands)
Purchase contracts	$	988,000	$	920,626	$	915,790	$	(4,836)
Sale contracts	(1,491,000)		(1,475,847)		(1,489,392)		(13,545)
Net TBA derivatives	$	(503,000)	$	(555,221)	$	(573,602)	$	(18,381)

The following tables summarize certain characteristics of the Company’s futures derivatives at March 31, 2024 and December 31, 2023: 

March 31, 2024
	Notional - Long Positions		Notional - Short Positions		Weighted Average Years to Maturity
	(dollars in thousands)
U.S. Treasury futures - 2 year	$	—	$	(1,981,400)	1.93
U.S. Treasury futures - 5 year	1,070,000		—		4.40
U.S. Treasury futures - 10 year and greater	—		(3,029,000)		12.77
Total	$	1,070,000	$	(5,010,400)	7.77
December 31, 2023
	Notional - Long Positions		Notional - Short Positions		Weighted Average Years to Maturity
	(dollars in thousands)
U.S. Treasury futures - 2 year	$	—	$	(5,001,400)	1.97
U.S. Treasury futures - 10 year and greater	—		(1,733,600)		14.26
Total	$	—	$	(6,735,000)	5.13

Offsetting of Derivative Assets and Liabilities

The following tables present information about derivative assets and liabilities that are subject to such provisions and can be offset in the Company’s Consolidated Statements of Financial Condition at March 31, 2024 and December 31, 2023, respectively.

March 31, 2024
			Amounts Eligible for Offset
	Gross Amounts		Financial Instruments		Cash Collateral		Net Amounts
Assets	(dollars in thousands)
Interest rate swaps, at fair value	$	46,796	$	(6,692)	$	(32,931)	$	7,173
Interest rate swaptions, at fair value	136,514		(58,725)		(77,140)		649
TBA derivatives, at fair value	7,220		(5,943)		—		1,277
Futures contracts, at fair value (1)	8,636		(8,636)		—		—
Purchase commitments	4,633		—		—		4,633
Liabilities
Interest rate swaps, at fair value	$	20,931	$	(16,950)	$	—	$	3,981
TBA derivatives, at fair value	10,703		(10,628)		—		75
Futures contracts, at fair value (2)	69,565		(8,636)		(60,929)		—
Purchase commitments	1,943		—		—		1,943
(1) As of March 31, 2024, includes $1.3 million of SOFR futures options. (2) As of March 31, 2024, includes $26.8 million of SOFR futures options.
December 31, 2023
			Amounts Eligible for Offset
	Gross Amounts		Financial Instruments		Cash Collateral		Net Amounts
Assets	(dollars in thousands)
Interest rate swaps, at fair value	$	26,344	$	(21,505)	$	—	$	4,839
Interest rate swaptions, at fair value	105,883		(45,930)		(57,320)		2,633
TBA derivatives, at fair value	20,689		(13,282)		—		7,407
Purchase commitments	9,641		—		—		9,641
Liabilities
Interest rate swaps, at fair value	$	83,051	$	(72,844)	$	—	$	10,207
TBA derivatives, at fair value	39,070		(34,525)		—		4,545
Futures contracts, at fair value	179,835		—		(179,835)		—
Purchase commitments	339		—		—		339

Schedule of Derivative Instruments in Statement of Operations and Comprehensive Income Loss

The effect of interest rate swaps in 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 (1)		Realized Gains (Losses) on Termination of Interest Rate Swaps (1)		Unrealized Gains (Losses) on Interest Rate Swaps (1)
For the three months ended	(dollars in thousands)
March 31, 2024	$	330,149	$	(21,237)	$	900,902
March 31, 2023	$	385,706	$	(145,819)	$	(956,272)
(1) Included in Net gains (losses) on derivatives in the Consolidated Statements of Comprehensive Income (Loss).

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

Three Months Ended March 31, 2024
Derivative Instruments	Realized Gain (Loss)		Unrealized Gain (Loss)		Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Derivatives
(dollars in thousands)
Net TBA derivatives	$	(8,615)	$	14,898	$	6,283
Net interest rate swaptions	—		30,631		30,631
Futures (1)	(8,680)		145,709		137,029
Purchase commitments	—		(6,613)		(6,613)
Total					$	167,330
(1) For the three months ended March 31, 2024, includes $1.2 million of unrealized gain and $0.0 million of realized gain related to SOFR futures options.

Three Months Ended March 31, 2023
Derivative Instruments	Realized Gain (Loss)		Unrealized Gain (Loss)		Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Derivatives
(dollars in thousands)
Net TBA derivatives	$	(153,849)	$	215,360	$	61,511
Net interest rate swaptions	2,323		(45,999)		(43,676)
Futures	118,332		(314,878)		(196,546)
Purchase commitments	—		865		865
Credit derivatives	(1,312)		(5,209)		(6,521)
Total					$	(184,367)

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FAIR VALUE MEASUREMENTS (Tables)

3 Months Ended

Mar. 31, 2024

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 and MSR measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023. There were no transfers between levels of the fair value hierarchy during the periods presented.

March 31, 2024
	Level 1		Level 2		Level 3		Total
Assets	(dollars in thousands)
Securities
Agency mortgage-backed securities	$	—	$	63,542,230	$	—	$	63,542,230
Credit risk transfer securities	—		871,421		—		871,421
Non-Agency mortgage-backed securities	—		1,933,910		—		1,933,910
Commercial mortgage-backed securities	—		153,128		—		153,128
Loans
Residential mortgage loans	—		2,717,823		—		2,717,823
Mortgage servicing rights	—		—		2,651,279		2,651,279
Assets transferred or pledged to securitization vehicles	—		15,614,750		—		15,614,750
Derivative assets
Interest rate swaps	—		46,796		—		46,796
Other derivatives	8,636		148,367		—		157,003
Total assets	$	8,636	$	85,028,425	$	2,651,279	$	87,688,340
Liabilities
Debt issued by securitization vehicles	$	—	$	13,690,967	$	—	$	13,690,967
Participations issued	—		1,161,323		—		1,161,323
U.S. Treasury securities sold, not yet purchased	2,077,404		—		—		2,077,404
Derivative liabilities
Interest rate swaps	—		20,931		—		20,931
Other derivatives	69,565		12,646		—		82,211
Total liabilities	$	2,146,969	$	14,885,867	$	—	$	17,032,836

December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets	(dollars in thousands)
Securities
Agency mortgage-backed securities	$	—	$	66,308,788	$	—	$	66,308,788
Credit risk transfer securities	—		974,059		—		974,059
Non-Agency mortgage-backed securities	—		2,108,274		—		2,108,274
Commercial mortgage-backed securities	—		222,444		—		222,444
Loans
Residential mortgage loans	—		2,353,084		—		2,353,084
Mortgage servicing rights	—		—		2,122,196		2,122,196
Assets transferred or pledged to securitization vehicles	—		13,307,622		—		13,307,622
Derivative assets
Interest rate swaps	—		26,344		—		26,344
Other derivatives	—		136,213		—		136,213
Total assets	$	—	$	85,436,828	$	2,122,196	$	87,559,024
Liabilities
Debt issued by securitization vehicles	$	—	$	11,600,338	$	—	$	11,600,338
Participations issued	—		1,103,835		—		1,103,835
U.S. Treasury securities sold, not yet purchased	2,132,751		—		—		2,132,751
Derivative liabilities
Interest rate swaps	—		83,051		—		83,051
Other derivatives	179,835		39,409		—		219,244
Total liabilities	$	2,312,586	$	12,826,633	$	—	$	15,139,219

Information about Significant Unobservable Inputs Used for Recurring Fair Value Measurements for Level 3 MSRs

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

Unobservable Input (1)	Range (Weighted Average) (2)
	March 31, 2024	December 31, 2023
Discount rate	7.1% - 12.6% (8.6%)	7.0% - 12.0% (8.6%)
Prepayment rate	4.8% - 14.5% (5.6%)	4.8% - 11.0% (5.6%)
Delinquency rate	0.2% - 3.5% (1.2%)	0.2% - 4.2% (1.3%)
Cost to service	$83 - $108 ($92)	$84 - $111 ($94)
(1) Represents rates, estimates and assumptions that the Company believes would be used by market participants when valuing these assets. (2) Weighted average discount rate computed based on the fair value of MSR, weighted average prepayment rate, delinquency rate and cost to service based on unpaid principal balances of loans underlying the MSR.

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 March 31, 2024 and December 31, 2023.

	March 31, 2024		December 31, 2023
	Carrying Value	Fair Value	Carrying Value	Fair Value
Financial liabilities
Repurchase agreements	$58,975,232	$58,975,232	$62,201,543	$62,201,543
Other secured financing	600,000	600,000	500,000	500,000

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INTANGIBLE ASSETS (Tables)

3 Months Ended

Mar. 31, 2024

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 three months ended March 31, 2024.

Intangible Assets, net
(dollars in thousands)
Beginning balance January 1, 2024	$	12,106
Less: amortization expense	(673)
Ending balance March 31, 2024	$	11,433

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SECURED FINANCING (Tables)

3 Months Ended

Mar. 31, 2024

Debt Disclosure [Abstract]

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

At March 31, 2024 and December 31, 2023, the repurchase agreements had the following remaining maturities and collateral types: 

March 31, 2024
	Agency Mortgage-Backed Securities		CRTs		Non-Agency Mortgage-Backed Securities		Residential Mortgage Loans		Commercial Mortgage-Backed Securities		Total Repurchase Agreements
	(dollars in thousands)
1 day	$	19,899,007	$	—	$	133,411	$	—	$	20,479	$	20,052,897
2 to 29 days	9,391,862		364,609		955,493		167,471		115,750		10,995,185
30 to 59 days	19,133,446		—		831,099		—		—		19,964,545
60 to 89 days	6,228,313		268,667		366,510		852		—		6,864,342
90 to 119 days	—		—		—		—		—		—
Over 119 days (1)	2,511,017		—		420,967		571,367		—		3,503,351
Total	$	57,163,645	$	633,276	$	2,707,480	$	739,690	$	136,229	$	61,380,320
Amounts offset in accordance with netting arrangements.											$	(2,405,088)
Net amounts of Repurchase agreements as presented in the Consolidated Statements of Financial Condition.											$	58,975,232

December 31, 2023
	Agency Mortgage-Backed Securities		CRTs		Non-Agency Mortgage-Backed Securities		Residential Mortgage Loans		Commercial Mortgage-Backed Securities		Total Repurchase Agreements
	(dollars in thousands)
1 day	$	—	$	—	$	—	$	—	$	—	$	—
2 to 29 days	33,492,952		555,568		840,400		—		191,276		35,080,196
30 to 59 days	18,090,265		—		528,341		—		—		18,618,606
60 to 89 days	6,479,206		139,952		579,611		—		—		7,198,769
90 to 119 days	—		—		39,714		207,592		—		247,306
Over 119 days (1)	2,511,003		—		169,697		644,259		—		3,324,959
Total	$	60,573,426	$	695,520	$	2,157,763	$	851,851	$	191,276	$	64,469,836
Amounts offset in accordance with netting arrangements.											$	(2,268,293)
Net amounts of Repurchase agreements as presented in the Consolidated Statements of Financial Condition.											$	62,201,543
(1) Less than 1% of repurchase agreements had a remaining maturity over 1 year at March 31, 2024. No repurchase agreements had a remaining maturity over 1 year at December 31, 2023.

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 March 31, 2024 and December 31, 2023. Refer to the

“Derivative Instruments” Note for information related to the effect of netting arrangements on the Company’s derivative instruments.

	March 31, 2024				December 31, 2023
	Reverse Repurchase Agreements		Repurchase Agreements		Reverse Repurchase Agreements		Repurchase Agreements
	(dollars in thousands)
Gross amounts	$	2,405,088	$	61,380,320	$	2,268,293	$	64,469,836
Amounts offset	(2,405,088)		(2,405,088)		(2,268,293)		(2,268,293)
Netted amounts	$	—	$	58,975,232	$	—	$	62,201,543

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CAPITAL STOCK (Tables)

3 Months Ended

Mar. 31, 2024

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 March 31, 2024 and December 31, 2023.

	Shares authorized		Shares issued and outstanding
	March 31, 2024	December 31, 2023	March 31, 2024	December 31, 2023	Par Value
Common stock	1,468,250,000	1,468,250,000	500,440,023	500,080,287	$0.01

The following is a summary of the Company’s cumulative redeemable preferred stock outstanding at March 31, 2024 and December 31, 2023. 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)	Effective Date of Floating Rate Dividend Period	Floating Annual Rate (2)
	March 31, 2024	December 31, 2023	March 31, 2024	December 31, 2023	March 31, 2024		December 31, 2023
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 Term SOFR + 4.993%
Series G	17,000,000	17,000,000	17,000,000	17,000,000	411,335		411,335		6.50%	3/31/2023	3/31/2023	3M Term SOFR + 4.172%
Series I	17,700,000	17,700,000	17,700,000	17,700,000	428,324		428,324		6.75%	6/30/2024	6/30/2024	3M Term SOFR + 4.989%
Total	63,500,000	63,500,000	63,500,000	63,500,000	$	1,536,569	$	1,536,569
(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. (2) For each series of fixed-to-floating rate cumulative redeemable preferred stock, the floating rate is calculated as 3-month CME Term SOFR (plus a spread adjustment of 0.26161%) plus the spread specified in the prospectus.

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
	March 31, 2024		March 31, 2023
	(dollars in thousands, except per share data)
Dividends and dividend equivalents declared on common stock and share-based awards	$	326,872	$	322,499
Distributions declared per common share	$	0.65	$	0.65
Distributions paid to common stockholders after period end	$	325,286	$	321,023
Distributions paid per common share after period end	$	0.65	$	0.65
Date of distributions paid to common stockholders after period end	April 30, 2024		April 28, 2023
Dividends declared to series F preferred stockholders	$	19,085	$	17,502
Dividends declared per share of series F preferred stock	$	0.663	$	0.608
Dividends declared to series G preferred stockholders	$	10,509	$	6,906
Dividends declared per share of series G preferred stock	$	0.618	$	0.406
Dividends declared to series I preferred stockholders	$	7,467	$	7,467
Dividends declared per share of series I preferred stock	$	0.422	$	0.422

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INTEREST INCOME AND INTEREST EXPENSE (Tables)

3 Months Ended

Mar. 31, 2024

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
(1) Changes in fair value are recognized in Other comprehensive income (loss) on the accompanying Consolidated Statements of Comprehensive Income (Loss) for securities purchased prior to July 1, 2022. Effective July 1, 2022, changes in fair value are recognized in Net gains (losses) on investments and other on the accompanying Consolidated Statements of Comprehensive Income (Loss) for newly purchased securities. (2) Changes in fair value are recognized in Net gains (losses) on investments and other 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 table presents the components of the Company’s interest income and interest expense for the three months ended March 31, 2024 and 2023.

	For the Three Months Ended March 31,
	2024		2023
Interest income	(dollars in thousands)
Agency securities	$	751,516	$	603,102
Residential credit securities	55,996		53,745
Residential mortgage loans (1)	252,016		147,231
Commercial investment portfolio (1) (2)	3,554		9,887
Reverse repurchase agreements	31,406		4,285
Total interest income	$	1,094,488	$	818,250
Interest expense
Repurchase agreements	$	897,598	$	698,742
Debt issued by securitization vehicles	161,017		88,934
Participations issued	20,251		11,111
U.S. Treasury securities sold, not yet purchased	22,073		—
Total interest expense	1,100,939		798,787
Net interest income	$	(6,451)	$	19,463
(1) Includes assets transferred or pledged to securitization vehicles. (2) Includes commercial real estate debt and preferred equity.

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NET INCOME (LOSS) PER COMMON SHARE (Tables)

3 Months Ended

Mar. 31, 2024

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 months ended March 31, 2024 and 2023.

	For the Three Months Ended
	March 31, 2024		March 31, 2023
	(dollars in thousands, except per share data)
Net income (loss)	$	465,174	$	(839,328)
Net income (loss) attributable to noncontrolling interests	2,282		4,928
Net income (loss) attributable to Annaly	462,892		(844,256)
Dividends on preferred stock	37,061		31,875
Net income (loss) available (related) to common stockholders	$	425,831	$	(876,131)
Weighted average shares of common stock outstanding-basic	500,612,840		489,688,364
Add: Effect of stock awards, if dilutive	569,203		—
Weighted average shares of common  stock outstanding-diluted	501,182,043		489,688,364
Net income (loss) per share available (related) to common share
Basic	$	0.85	$	(1.79)
Diluted	$	0.85	$	(1.79)

The computations of diluted net income (loss) per share available (related) to common share for the three months ended March 31, 2024 and 2023 excludes 1.5 million and 1.7 million, respectively, of potentially dilutive restricted and performance stock units because their effect would have been anti-dilutive.

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SEGMENTS (Tables)

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The following tables present the reportable operating segments related to the Company’s results of operations for the three months ended March 31, 2024 and 2023:

Three Months Ended March 31, 2024
	Agency		Resi-credit		MSR		Corporate & Other		Consolidated
	(dollars in thousands)
Interest income	$	781,926	$	309,008	$	—	$	3,554	$	1,094,488
Interest expense	846,771		251,862		—		2,306		1,100,939
Net interest income	(64,845)		57,146		—		1,248		(6,451)
Servicing and related income	—		—		115,084		—		115,084
Servicing and related expense	—		—		12,216		—		12,216
Net servicing income	—		—		102,868		—		102,868
Other income (loss)	300,952		105,366		(870)		936		406,384
Less: Total general and administrative expenses	15,588		12,674		8,594		1,714		38,570
Income (loss) before income taxes	220,519		149,838		93,404		470		464,231
Income taxes	607		(1,679)		149		(20)		(943)
Net income (loss)	219,912		151,517		93,255		490		465,174
Less: Net income (loss) attributable to noncontrolling interest	—		2,282		—		—		2,282
Net income (loss) attributable to Annaly	219,912		149,235		93,255		490		462,892
Dividends on preferred stock	—		—		—		37,061		37,061
Net income (loss) available (related) to common stockholders	219,912		149,235		93,255		(36,571)		425,831
Unrealized gains (losses) on available-for-sale securities	(281,869)		—		—		—		(281,869)
Reclassification adjustment for net (gains) losses included in net income (loss)	335,351		—		—		—		335,351
Other comprehensive income (loss)	53,482		—		—		—		53,482
Comprehensive income (loss)	273,394		151,517		93,255		490		518,656
Comprehensive income (loss) attributable to noncontrolling interests	—		2,282		—		—		2,282
Comprehensive income (loss) attributable to Annaly	$	273,394	$	149,235	$	93,255	$	490	$	516,374
Noncash investing and financing activities:
Receivable for unsettled trades	907,634		5,000		28,732		—		941,366
Payable for unsettled trades	2,430,956		—		125,842		—		2,556,798
Net change in unrealized gains (losses) on available-for-sale securities, net of reclassification adjustment	53,482		—		—		—		53,482
Dividends declared, not yet paid	—		—		—		325,286		325,286
Total assets
Total assets	$	66,485,685	$	21,525,612	$	3,209,074	$	263,175	$	91,483,546

Three Months Ended March 31, 2023
	Agency		Resi-credit		MSR		Corporate & Other		Consolidated
	(dollars in thousands)
Interest income	$	607,387	$	200,976	$	—	$	9,887	$	818,250
Interest expense	651,684		141,501		—		5,602		798,787
Net interest income	(44,297)		59,475		—		4,285		19,463
Servicing and related income	—		—		84,273		—		84,273
Servicing and related expense	—		—		7,880		—		7,880
Net servicing income	—		—		76,393		—		76,393
Other income (loss)	(945,023)		37,776		28,234		(4,310)		(883,323)
Less: Total general and administrative expenses	14,140		12,678		7,370		6,640		40,828
Income (loss) before income taxes	(1,003,460)		84,573		97,257		(6,665)		(828,295)
Income taxes	(219)		7,376		3,759		117		11,033
Net income (loss)	(1,003,241)		77,197		93,498		(6,782)		(839,328)
Less: Net income (loss) attributable to noncontrolling interest	—		4,928		—		—		4,928
Net income (loss) attributable to Annaly	(1,003,241)		72,269		93,498		(6,782)		(844,256)
Dividends on preferred stock	—		—		—		31,875		31,875
Net income (loss) available (related) to common stockholders	(1,003,241)		72,269		93,498		(38,657)		(876,131)
Unrealized gains (losses) on available-for-sale securities	675,374		—		—		—		675,374
Reclassification adjustment for net (gains) losses included in net income (loss)	482,908		—		—		—		482,908
Other comprehensive income (loss)	1,158,282		—		—		—		1,158,282
Comprehensive income (loss)	155,041		77,197		93,498		(6,782)		318,954
Comprehensive income (loss) attributable to noncontrolling interests	—		4,928		—		—		4,928
Comprehensive income (loss) attributable to Annaly	$	155,041	$	72,269	$	93,498	$	(6,782)	$	314,026
Noncash investing and financing activities:
Receivable for unsettled trades	669,048		—		10,048		—		679,096
Payable for unsettled trades	3,234,611		578		23,845		—		3,259,034
Net change in unrealized gains (losses) on available-for-sale securities, net of reclassification adjustment	1,158,282		—		—		—		1,158,282
Dividends declared, not yet paid	—		—		—		321,023		321,023
Total assets
Total assets	$	68,858,366	$	15,313,440	$	2,012,405	$	647,806	$	86,832,017

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LEASE COMMITMENTS AND CONTINGENCIES (Tables)

3 Months Ended

Mar. 31, 2024

Leases [Abstract]

Supplemental Information Regarding Leases

Supplemental information related to leases as of and for the three months ended March 31, 2024 was as follows:

Operating Leases	Classification	March 31, 2024
Assets	(dollars in thousands)
Operating lease right-of-use assets	Other assets	$	5,191
Liabilities
Operating lease liabilities (1)	Other liabilities	$	6,543
Lease term and discount rate
Weighted average remaining lease term		1.8 years
Weighted average discount rate (1)		3.3%
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases		$	1,026
(1) For the Company’s leases that 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)
2024 (remaining)	$	3,081
2025	3,149
2026	261
2027	269
2028	22
Later years	—
Total lease payments	$	6,782
Less imputed interest	239
Present value of lease liabilities	$	6,543

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DESCRIPTION OF BUSINESS (Details)	Mar. 31, 2024 investmentGroup
Accounting Policies [Abstract]
Number of investment groups	3

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SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Billions	Mar. 31, 2024	Dec. 31, 2023
Interest rate swaps, at fair value
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Margin deposit assets	$ 1.4	$ 1.1

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FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023		Mar. 31, 2023
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Assets	$ 91,483,546	$ 93,227,236	[1]	$ 86,832,017
Liabilities	79,987,433	81,882,145	[1]
Total securities
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Assets	66,500,689	69,613,565
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	11,802,912	15,665,352
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	51,739,318	50,643,436
Residential credit risk transfer securities
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Assets	871,421	974,059
Non-agency mortgage-backed securities
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Assets	1,933,910	2,108,274
Commercial real estate debt investments - CMBS
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Assets	153,128	222,444
Total loans, net
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Assets	2,717,823	2,353,084
Residential mortgage loans
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Assets	2,717,823	2,353,084
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	15,614,750	13,307,622
Residential mortgage loans
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Assets	15,614,750	13,307,622
Repurchase agreements
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Liabilities	58,975,232	62,201,543
Other secured financing
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Liabilities	600,000	500,000
Debt issued by securitization vehicles
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Liabilities	13,690,967	11,600,338
Participations issued
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Liabilities	1,161,323	1,103,835
U.S. Treasury securities sold, not yet purchased
SEC Schedule, 12-15, Insurance Companies, Summary of Investments, Other than Investments in Related Parties [Line Items]
Liabilities	$ 2,077,404	$ 2,132,751

[1] (1)Derived from the audited consolidated financial statements at December 31, 2023.

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SECURITIES - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Debt Securities, Available-for-sale [Line Items]
Unrealized gains (losses) on agency mortgage-backed securities	$ (994,127)	$ 1,712
Residential Investment securities sold, carrying value	8,100,000	5,200,000
Agency
Debt Securities, Available-for-sale [Line Items]
Unrealized gains (losses) on agency mortgage-backed securities	$ (674,000)	$ 386,700

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SECURITIES - Summary of Residential Securities and CMBS (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Debt Securities, Available-For-Sale [Roll Forward]
Beginning balance January 1, 2024	$ 69,613,565	[1],[2]
Purchases	7,060,158
Sales	(8,168,444)
Principal paydowns	(1,424,013)
(Amortization) / accretion	(26,390)
Fair value adjustment	(554,187)
Ending balance March 31, 2024	66,500,689	[2]
Agency Securities
Debt Securities, Available-For-Sale [Roll Forward]
Beginning balance January 1, 2024	66,308,788
Purchases	6,816,858
Sales	(7,625,781)
Principal paydowns	(1,306,242)
(Amortization) / accretion	(29,893)
Fair value adjustment	(621,500)
Ending balance March 31, 2024	63,542,230
Residential Credit Securities
Debt Securities, Available-For-Sale [Roll Forward]
Beginning balance January 1, 2024	3,082,333
Purchases	243,300
Sales	(473,895)
Principal paydowns	(115,392)
(Amortization) / accretion	3,161
Fair value adjustment	65,824
Ending balance March 31, 2024	2,805,331
Commercial Securities
Debt Securities, Available-For-Sale [Roll Forward]
Beginning balance January 1, 2024	222,444
Purchases	0
Sales	(68,768)
Principal paydowns	(2,379)
(Amortization) / accretion	342
Fair value adjustment	1,489
Ending balance March 31, 2024	$ 153,128

[1] (1)Derived from the audited consolidated financial statements at December 31, 2023.

[2] (3)Excludes $1.8 billion and $1.5 billion at March 31, 2024 and December 31, 2023, respectively, of non-Agency mortgage-backed securities in consolidated VIEs pledged as collateral and eliminated from the Company’s Consolidated Statements of Financial Condition. 

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SECURITIES - Portfolio (Details) - USD ($) $ in Thousands		Mar. 31, 2024	Dec. 31, 2023
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		$ 97,106,553	$ 96,221,329
Remaining Premium		2,262,243	2,378,411
Remaining Discount		(1,388,095)	(1,449,850)
Amortized Cost		68,673,027	71,231,784
Unrealized Gains		347,349	612,427
Unrealized Losses		(2,519,687)	(2,230,646)
Estimated Fair Value	[1]	66,500,689	69,613,565	[2]
Total residential securities
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		96,953,335	95,996,732
Remaining Premium		2,262,184	2,378,396
Remaining Discount		(1,387,803)	(1,449,028)
Amortized Cost		68,520,042	71,007,994
Unrealized Gains		347,075	612,408
Unrealized Losses		(2,519,556)	(2,229,281)
Estimated Fair Value		66,347,561	69,391,121
Agency
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		83,173,154	82,895,356
Remaining Premium		2,158,004	2,287,261
Remaining Discount		(1,291,880)	(1,328,751)
Amortized Cost		65,729,256	67,874,312
Unrealized Gains		261,648	535,689
Unrealized Losses		(2,448,674)	(2,101,213)
Estimated Fair Value		63,542,230	66,308,788
Agency | Fixed-rate pass-through
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		61,399,544	63,444,987
Remaining Premium		1,307,105	1,448,886
Remaining Discount		(1,283,791)	(1,318,948)
Amortized Cost		61,422,858	63,574,925
Unrealized Gains		232,880	477,242
Unrealized Losses		(2,182,903)	(1,853,226)
Estimated Fair Value		59,472,835	62,198,941
Agency | Adjustable-rate pass-through
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		180,516	188,996
Remaining Premium		14,849	15,834
Remaining Discount		(51)	(51)
Amortized Cost		195,314	204,779
Unrealized Gains		2,229	1,663
Unrealized Losses		(12,410)	(14,953)
Estimated Fair Value		185,133	191,489
Agency | CMO
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		92,884	94,448
Remaining Premium		1,573	1,612
Remaining Discount		0	0
Amortized Cost		94,457	96,060
Unrealized Gains		0	0
Unrealized Losses		(15,087)	(13,088)
Estimated Fair Value		79,370	82,972
Agency | Interest-only
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		1,940,563	2,010,697
Remaining Premium		392,064	416,955
Remaining Discount		0	0
Amortized Cost		392,064	416,955
Unrealized Gains		4,228	4,729
Unrealized Losses		(158,300)	(157,679)
Estimated Fair Value		237,992	264,005
Agency | Multifamily
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		19,533,316	17,130,045
Remaining Premium		439,374	400,781
Remaining Discount		(8,038)	(9,752)
Amortized Cost		3,595,193	3,552,217
Unrealized Gains		22,311	52,055
Unrealized Losses		(78,131)	(59,744)
Estimated Fair Value		3,539,373	3,544,528
Agency | Reverse mortgages
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		26,331	26,183
Remaining Premium		3,039	3,193
Remaining Discount		0	0
Amortized Cost		29,370	29,376
Unrealized Gains		0	0
Unrealized Losses		(1,843)	(2,523)
Estimated Fair Value		27,527	26,853
Agency | Multifamily interest-only security
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		16,400,000	14,000,000
Residential credit
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		13,780,181	13,101,376
Remaining Premium		104,180	91,135
Remaining Discount		(95,923)	(120,277)
Amortized Cost		2,790,786	3,133,682
Unrealized Gains		85,427	76,719
Unrealized Losses		(70,882)	(128,068)
Estimated Fair Value		2,805,331	3,082,333
Residential credit | Credit risk transfer
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		815,479	924,729
Remaining Premium		1,873	2,240
Remaining Discount		(4,188)	(4,358)
Amortized Cost		813,164	922,611
Unrealized Gains		58,411	51,984
Unrealized Losses		(154)	(536)
Estimated Fair Value		871,421	974,059
Residential credit | Alt-A
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		150,082	164,384
Remaining Premium		39	9
Remaining Discount		(1,670)	(3,922)
Amortized Cost		148,451	160,471
Unrealized Gains		2,788	2,135
Unrealized Losses		(9,250)	(12,371)
Estimated Fair Value		141,989	150,235
Residential credit | Prime
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		1,464,099	1,076,497
Remaining Premium		15,455	8,590
Remaining Discount		(13,796)	(21,163)
Amortized Cost		87,995	207,077
Unrealized Gains		2,271	1,704
Unrealized Losses		(8,396)	(28,134)
Estimated Fair Value		81,870	180,647
Residential credit | Subprime
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		274,910	272,955
Remaining Premium		0	0
Remaining Discount		(31,344)	(31,751)
Amortized Cost		243,566	241,204
Unrealized Gains		4,805	5,622
Unrealized Losses		(12,159)	(11,221)
Estimated Fair Value		236,212	235,605
Residential credit | NPL/RPL
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		1,242,835	1,237,531
Remaining Premium		9,733	8,336
Remaining Discount		(7,605)	(9,224)
Amortized Cost		1,244,963	1,236,643
Unrealized Gains		4,305	4,578
Unrealized Losses		(25,872)	(43,666)
Estimated Fair Value		1,223,396	1,197,555
Residential credit | Prime jumbo (>=2010 vintage)
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		9,832,776	9,425,280
Remaining Premium		77,080	71,960
Remaining Discount		(37,320)	(49,859)
Amortized Cost		252,647	365,676
Unrealized Gains		12,847	10,696
Unrealized Losses		(15,051)	(32,140)
Estimated Fair Value		250,443	344,232
Residential credit | Prime interest-only
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		1,400,000	900,000
Residential credit | Prime jumbo interest-only
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		9,600,000	9,100,000
Commercial Securities
Mortgage-Backed Securities Portfolio [Line Items]
Principal / Notional		153,218	224,597
Remaining Premium		59	15
Remaining Discount		(292)	(822)
Amortized Cost		152,985	223,790
Unrealized Gains		274	19
Unrealized Losses		(131)	(1,365)
Estimated Fair Value		$ 153,128	$ 222,444

[1] (3)Excludes $1.8 billion and $1.5 billion at March 31, 2024 and December 31, 2023, respectively, of non-Agency 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, 2023.

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SECURITIES - Component of Agency Mortgage-Backed Securities Portfolio by Issuing Agency Concentration (Details) - Agency Mortgage-Backed Securities - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Mortgage-Backed Securities Portfolio [Line Items]
Total	$ 63,542,230	$ 66,308,788
Fannie Mae
Mortgage-Backed Securities Portfolio [Line Items]
Total	58,304,852	60,477,303
Freddie Mac
Mortgage-Backed Securities Portfolio [Line Items]
Total	5,185,535	5,778,809
Ginnie Mae
Mortgage-Backed Securities Portfolio [Line Items]
Total	$ 51,843	$ 52,676

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SECURITIES - Weighted Average Life (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Amortized Cost
Amortized Cost	$ 68,673,027	$ 71,231,784
Total residential securities
Estimated Fair Value
Less than one year	155,033	254,753
Greater than one year through five years	3,483,561	5,159,969
Greater than five years through ten years	60,929,083	62,158,711
Greater than ten years	1,779,884	1,817,688
Estimated Fair Value	66,347,561	69,391,121
Amortized Cost
Less than one year	159,191	257,170
Greater than one year through five years	3,522,892	5,213,575
Greater than five years through ten years	62,999,732	63,662,144
Greater than ten years	1,838,227	1,875,105
Amortized Cost	$ 68,520,042	$ 71,007,994

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SECURITIES - Unrealized Loss Position (Details) $ in Thousands		Mar. 31, 2024 USD ($) security	Dec. 31, 2023 USD ($) security
Unrealized Loss Position For:
Estimated Fair Value	[1]	$ 66,500,689	$ 69,613,565	[2]
Gross Unrealized Losses		(2,519,687)	(2,230,646)
Agency Mortgage-Backed Securities
Unrealized Loss Position For:
Estimated Fair Value		11,659,329	15,490,571
Gross Unrealized Losses		$ (1,286,282)	$ (1,340,450)
Number of Securities | security		1,616	1,763
Agency Mortgage-Backed Securities | Less than 12 months
Unrealized Loss Position For:
Estimated Fair Value		$ 57,959	$ 35,453
Gross Unrealized Losses		$ (1,241)	$ (418)
Number of Securities | security		40	16
Agency Mortgage-Backed Securities | 12 Months or more
Unrealized Loss Position For:
Estimated Fair Value		$ 11,601,370	$ 15,455,118
Gross Unrealized Losses		$ (1,285,041)	$ (1,340,032)
Number of Securities | security		1,576	1,747

[1] (3)Excludes $1.8 billion and $1.5 billion at March 31, 2024 and December 31, 2023, respectively, of non-Agency 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, 2023.

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SECURITIES - Realized Gain (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Investments, Debt and Equity Securities [Abstract]
Gross Realized Gains	$ 32,924	$ 4,269
Gross Realized Losses	(471,172)	(526,117)
Net Realized Gains (Losses)	$ (438,248)	$ (521,848)

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LOANS - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Assets		$ 91,483,546	$ 86,832,017	$ 93,227,236	[1]
Loan loss provision (reversal)		0	$ (219)
Warehouse facility outstanding balance	[2]	2,717,823		2,353,084	[1]
Allowance for loan loss		0
Residential Mortgage Loans
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Assets		2,700,000		2,400,000
Loans held-for-sale		$ 3,600		$ 1,200
Percent of adjustable-rate loans		15.00%		11.00%

[1] (1)Derived from the audited consolidated financial statements at December 31, 2023.

[2] (4)Includes $3.6 million and $1.2 million of residential mortgage loans held for sale at March 31, 2024 and December 31, 2023, respectively.

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LOANS - Investment Loan Activity (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
SEC Schedule, 12-29, Real Estate Companies, Investment in Movement in Mortgage Loans on Real Estate [Roll Forward]
Beginning balance January 1, 2024	$ 2,353,084	[1],[2]
Purchases / originations	3,132,520
Sales and transfers	(2,737,246)
Principal payments	(31,216)
Gains / (losses)	4,220
(Amortization) / accretion	(3,539)
Ending balance March 31, 2024	2,717,823	[2]
Transfer of residential loans to securitization vehicles, carrying value	$ 2,700,000

[1] (1)Derived from the audited consolidated financial statements at December 31, 2023.

[2] (4)Includes $3.6 million and $1.2 million of residential mortgage loans held for sale at March 31, 2024 and December 31, 2023, respectively.

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LOANS - Fair Value and Unpaid Principal of Residential Mortgage Loan Portfolio (Details) - Residential Mortgage Loans - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Fair value	$ 18,332,573	$ 15,660,706
Unpaid principal balance	$ 19,364,991	$ 16,611,204

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LOANS - Summary of Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Interest income	$ (6,451)	$ 19,463
Net income (loss) attributable to Annaly	462,892	(844,256)
Residential Mortgage Loans
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Interest income	252,016	147,231
Net gains (losses) on disposal of investments	(2,117)	(776)
Net unrealized gains (losses) on instruments measured at fair value through earnings	(84,786)	260,441
Net income (loss) attributable to Annaly	$ 165,113	$ 406,896

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LOANS - Geographic Concentrations Based on Unpaid Principal Balances (Details) - Residential mortgage loans - Geographic Concentration Risk	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
All Locations
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	37.50%	40.10%
New York
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Geographic Concentrations of Residential Mortgage Loans	10.60%	10.50%
Florida
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Geographic Concentrations of Residential Mortgage Loans	10.50%	10.60%
Texas
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Geographic Concentrations of Residential Mortgage Loans	5.60%	5.60%
All other (none individually greater than 5%)
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Geographic Concentrations of Residential Mortgage Loans	35.80%	33.20%

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LOANS - Additional Data On Residential Mortgage Loans (Details) - Residential Mortgage Loans $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024 USD ($) point	Dec. 31, 2023 USD ($) point
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Unpaid principal balance	$ 19,364,991	$ 16,611,204
Minimum
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Unpaid principal balance	$ 1	$ 1
Interest rate	2.00%	2.00%
FICO score at loan origination | point	549	549
Loan-to-value ratio at loan origination	3.00%	3.00%
Maximum
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Unpaid principal balance	$ 4,396	$ 4,396
Interest rate	13.25%	13.25%
FICO score at loan origination | point	850	850
Loan-to-value ratio at loan origination	100.00%	100.00%
Weighted Average
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Unpaid principal balance	$ 475	$ 477
Interest rate	5.87%	5.63%
FICO score at loan origination | point	757	758
Loan-to-value ratio at loan origination	69.00%	68.00%

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MORTGAGE SERVICING RIGHTS (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Servicing Asset at Fair Value, Amount [Roll Forward]
Fair value, beginning of period	$ 2,122,196	$ 1,748,209
Purchases	515,731	36,630
Changes in valuation inputs or assumptions	46,136	30,207
Other changes, including realization of expected cash flows	(32,784)	(24,066)
Fair value, end of period	$ 2,651,279	$ 1,790,980

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VARIABLE INTEREST ENTITIES - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Variable Interest Entity [Line Items]
Securitized debt of consolidated VIEs	$ 13,690,967		$ 11,600,338	[1]
Costs incurred in connection with securitization	38,570	$ 40,828
Securitized debt of consolidated VIE, unrealized gain (loss)	86,000	(211,900)
Participations issued	1,161,323		1,103,835	[1]
Consolidated VIEs
Variable Interest Entity [Line Items]
Exposure to obligations of VIEs	1,600,000
Securitized debt of consolidated VIEs	13,700,000		11,600,000
Costs incurred in connection with securitization	3,700	$ 1,400
Contractual principal amount of debt held by third parties	14,800,000		12,600,000
Consolidated VIEs | Consolidation, Eliminations
Variable Interest Entity [Line Items]
Mortgage-backed securities	1,600,000		1,400,000
VIE, Not Primary Beneficiary
Variable Interest Entity [Line Items]
Participations issued	$ 1,200,000		$ 1,100,000

[1] (1)Derived from the audited consolidated financial statements at December 31, 2023.

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VARIABLE INTEREST ENTITIES - Schedule of the Fair Value of OBX Trusts Closed (Details) - Consolidated VIEs - USD ($) $ in Thousands	Mar. 31, 2024	Feb. 29, 2024	Jan. 31, 2024
OBX 2024-NQM1
Variable Interest Entity [Line Items]
Face Value at Closing			$ 413,581
OBX 2024-NQM2
Variable Interest Entity [Line Items]
Face Value at Closing			$ 495,980
OBX 2024-HYB1
Variable Interest Entity [Line Items]
Face Value at Closing		$ 412,084
OBX 2024-NQM3
Variable Interest Entity [Line Items]
Face Value at Closing		$ 439,904
OBX 2024-NQM4
Variable Interest Entity [Line Items]
Face Value at Closing	$ 592,448
OBX 2024-HYB2
Variable Interest Entity [Line Items]
Face Value at Closing	$ 397,787

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DERIVATIVE INSTRUMENTS - Narrative (Details) - USD ($) $ in Billions	Mar. 31, 2024	Dec. 31, 2023
Interest rate swaps, at fair value
Derivative [Line Items]
Variation margin	$ (3.2)	$ (2.4)

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DERIVATIVE INSTRUMENTS - Summary of Fair Value Information about Derivative Assets and Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Assets
Total derivative assets	$ 203,799	$ 162,557	[1]
Liabilities
Interest rate swaps	20,931	83,051
Total derivative liabilities	103,142	302,295	[1]
Futures contracts
Assets
Other derivative assets	8,636	0
Total derivative assets	8,636
Liabilities
Other derivative liabilities	69,565	179,835
Total derivative liabilities	69,565	179,835
Futures contracts | Secured Overnight Financing Rate (SOFR)
Assets
Other derivative assets	1,300
Liabilities
Other derivative liabilities	26,800
Purchase commitments
Assets
Other derivative assets	4,633	9,641
Total derivative assets	4,633	9,641
Liabilities
Other derivative liabilities	1,943	339
Total derivative liabilities	1,943	339
Interest rate swaps
Assets
Interest rate swaps	46,796	26,344
Total derivative assets	46,796	26,344
Liabilities
Total derivative liabilities	20,931	83,051
Current notional	55,097,271	58,829,554
Interest rate swaptions
Assets
Other derivative assets	136,514	105,883
Total derivative assets	136,514	105,883
TBA derivatives
Assets
Other derivative assets	7,220	20,689
Total derivative assets	7,220	20,689
Liabilities
Other derivative liabilities	10,703	39,070
Total derivative liabilities	$ 10,703	$ 39,070

[1] (1)Derived from the audited consolidated financial statements at December 31, 2023.

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DERIVATIVE INSTRUMENTS - Summary of Characteristics of Interest Rate Swaps (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Interest rate swaps, at fair value
Derivative [Line Items]
Current Notional	$ 55,097,271	$ 58,829,554
Weighted Average Pay Rate	3.20%	3.04%
Weighted Average Receive Rate	5.26%	5.31%
Weighted Average Years to Maturity	5 years 8 months 19 days	5 years 4 months 9 days
Interest rate swaps, at fair value | Federal funds index swap
Derivative [Line Items]
Notional amount, percentage	7.00%	6.00%
Interest rate swaps, at fair value | Secured Overnight Financing Rate
Derivative [Line Items]
Notional amount, percentage	93.00%	94.00%
Interest rate swaps, at fair value | 0 - 3 years
Derivative [Line Items]
Minimum maturity period	0 years	0 years
Maximum maturity period	3 years	3 years
Current Notional	$ 18,093,229	$ 21,397,358
Weighted Average Pay Rate	3.53%	3.17%
Weighted Average Receive Rate	5.21%	5.26%
Weighted Average Years to Maturity	1 year 5 months 15 days	1 year 2 months 23 days
Interest rate swaps, at fair value | 3 - 6 years
Derivative [Line Items]
Minimum maturity period	3 years	3 years
Maximum maturity period	6 years	6 years
Current Notional	$ 14,383,021	$ 12,461,799
Weighted Average Pay Rate	3.34%	3.09%
Weighted Average Receive Rate	5.31%	5.37%
Weighted Average Years to Maturity	5 years 18 days	4 years 9 months
Interest rate swaps, at fair value | 6 - 10 years
Derivative [Line Items]
Minimum maturity period	6 years	6 years
Maximum maturity period	10 years	10 years
Current Notional	$ 20,733,537	$ 22,949,150
Weighted Average Pay Rate	2.81%	2.85%
Weighted Average Receive Rate	5.29%	5.34%
Weighted Average Years to Maturity	8 years 3 months 7 days	8 years 7 days
Interest rate swaps, at fair value | Greater than 10 years
Derivative [Line Items]
Minimum maturity period	10 years	10 years
Current Notional	$ 1,887,484	$ 2,021,247
Weighted Average Pay Rate	3.41%	3.53%
Weighted Average Receive Rate	5.21%	5.27%
Weighted Average Years to Maturity	23 years 4 months 17 days	22 years 8 months 15 days
Forward starting pay fixed swaps
Derivative [Line Items]
Current Notional	$ 1,200,000	$ 0

XML

DERIVATIVE INSTRUMENTS - Summary of Swaptions Outstanding (Details) - Notional - Long Positions - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Long pay
Derivative [Line Items]
Current Underlying Notional	$ 1,250,000	$ 1,250,000
Weighted Average Underlying Fixed Rate	2.21%	2.21%
Weighted Average Underlying Years to Maturity	7 years 5 months 8 days	7 years 8 months 8 days
Weighted Average Months to Expiration	5 months 6 days	8 months 5 days
Long receive
Derivative [Line Items]
Current Underlying Notional	$ 500,000	$ 500,000
Weighted Average Underlying Fixed Rate	1.65%	1.65%
Weighted Average Underlying Years to Maturity	10 years 18 days	10 years 3 months 18 days
Weighted Average Months to Expiration	15 days	3 months 15 days

XML

DERIVATIVE INSTRUMENTS - Summary of Characteristics of TBA Derivatives (Details) - TBA derivatives - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Derivative [Line Items]
Notional	$ 962,600	$ 503,000
Implied Cost Basis	1,136,788	(555,221)
Implied Market Value	1,133,305	(573,602)
Net Carrying Value	(3,483)	(18,381)
Purchase contracts
Derivative [Line Items]
Notional	2,956,000	988,000
Implied Cost Basis	3,001,301	920,626
Implied Market Value	3,001,179	915,790
Net Carrying Value	(122)	(4,836)
Sale contracts
Derivative [Line Items]
Notional	(1,993,400)	(1,491,000)
Implied Cost Basis	(1,864,513)	(1,475,847)
Implied Market Value	(1,867,874)	(1,489,392)
Net Carrying Value	$ (3,361)	$ (13,545)

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DERIVATIVE INSTRUMENTS - Summary of Certain Characteristics of Futures Derivatives (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Futures contracts
Derivative [Line Items]
Weighted Average Underlying Years to Maturity	7 years 9 months 7 days	5 years 1 month 17 days
Futures contracts | Notional - Long Positions
Derivative [Line Items]
Current notional	$ 1,070,000	$ 0
Futures contracts | Notional - Short Positions
Derivative [Line Items]
Current notional	$ 5,010,400	$ 6,735,000
U.S. Treasury futures - 2 year
Derivative [Line Items]
Maturity period	2 years	2 years
Weighted Average Underlying Years to Maturity	1 year 11 months 4 days	1 year 11 months 19 days
U.S. Treasury futures - 2 year | Notional - Long Positions
Derivative [Line Items]
Current notional	$ 0	$ 0
U.S. Treasury futures - 2 year | Notional - Short Positions
Derivative [Line Items]
Current notional	$ 1,981,400	$ 5,001,400
U.S. Treasury futures - 5 year
Derivative [Line Items]
Maturity period	5 years
Weighted Average Underlying Years to Maturity	4 years 4 months 24 days
U.S. Treasury futures - 5 year | Notional - Long Positions
Derivative [Line Items]
Current notional	$ 1,070,000
U.S. Treasury futures - 5 year | Notional - Short Positions
Derivative [Line Items]
Current notional	$ 0
U.S. Treasury futures - 10 year and greater
Derivative [Line Items]
Maturity period	10 years	10 years
Weighted Average Underlying Years to Maturity	12 years 9 months 7 days	14 years 3 months 3 days
U.S. Treasury futures - 10 year and greater | Notional - Long Positions
Derivative [Line Items]
Current notional	$ 0	$ 0
U.S. Treasury futures - 10 year and greater | Notional - Short Positions
Derivative [Line Items]
Current notional	$ 3,029,000	$ 1,733,600

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DERIVATIVE INSTRUMENTS - Offsetting of Derivative Assets and Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Assets
Gross Amounts	$ 203,799	$ 162,557	[1]
Liabilities
Gross Amounts	103,142	302,295	[1]
Futures contracts, at fair value (1)
Assets
Gross Amounts	8,636
Financial Instruments	(8,636)
Cash Collateral	0
Net Amounts	0
Liabilities
Gross Amounts	69,565	179,835
Financial Instruments	(8,636)	0
Cash Collateral	(60,929)	(179,835)
Net Amounts	0	0
Other derivative assets	8,636	0
Other derivative liabilities	69,565	179,835
Futures contracts, at fair value (1) | Secured Overnight Financing Rate (SOFR)
Liabilities
Other derivative assets	1,300
Other derivative liabilities	26,800
Purchase commitments
Assets
Gross Amounts	4,633	9,641
Financial Instruments	0	0
Cash Collateral	0	0
Net Amounts	4,633	9,641
Liabilities
Gross Amounts	1,943	339
Financial Instruments	0	0
Cash Collateral	0	0
Net Amounts	1,943	339
Other derivative assets	4,633	9,641
Other derivative liabilities	1,943	339
Interest rate swaps, at fair value
Assets
Gross Amounts	46,796	26,344
Financial Instruments	(6,692)	(21,505)
Cash Collateral	(32,931)	0
Net Amounts	7,173	4,839
Liabilities
Gross Amounts	20,931	83,051
Financial Instruments	(16,950)	(72,844)
Cash Collateral	0	0
Net Amounts	3,981	10,207
Interest rate swaptions, at fair value
Assets
Gross Amounts	136,514	105,883
Financial Instruments	(58,725)	(45,930)
Cash Collateral	(77,140)	(57,320)
Net Amounts	649	2,633
Liabilities
Other derivative assets	136,514	105,883
TBA derivatives, at fair value
Assets
Gross Amounts	7,220	20,689
Financial Instruments	(5,943)	(13,282)
Cash Collateral	0	0
Net Amounts	1,277	7,407
Liabilities
Gross Amounts	10,703	39,070
Financial Instruments	(10,628)	(34,525)
Cash Collateral	0	0
Net Amounts	75	4,545
Other derivative assets	7,220	20,689
Other derivative liabilities	$ 10,703	$ 39,070

[1] (1)Derived from the audited consolidated financial statements at December 31, 2023.

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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
	Mar. 31, 2024	Mar. 31, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Net Interest Component of Interest Rate Swaps	$ 330,149	$ 385,706
Realized Gains (Losses) on Termination of Interest Rate Swaps	(21,237)	(145,819)
Unrealized Gain (Loss)	$ 900,902	$ (956,272)

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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
	Mar. 31, 2024	Mar. 31, 2023
Derivative [Line Items]
Unrealized Gain (Loss)	$ 900,902	$ (956,272)
Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Derivatives	167,330	(184,367)
Futures
Derivative [Line Items]
Realized Gain (Loss)	(8,680)	118,332
Unrealized Gain (Loss)	145,709	(314,878)
Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Derivatives	137,029	(196,546)
Futures | Secured Overnight Financing Rate (SOFR)
Derivative [Line Items]
Realized Gain (Loss)	0
Unrealized Gain (Loss)	1,200
Purchase commitments
Derivative [Line Items]
Realized Gain (Loss)	0	0
Unrealized Gain (Loss)	(6,613)	865
Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Derivatives	(6,613)	865
Net TBA derivatives
Derivative [Line Items]
Realized Gain (Loss)	(8,615)	(153,849)
Unrealized Gain (Loss)	14,898	215,360
Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Derivatives	6,283	61,511
Net interest rate swaptions
Derivative [Line Items]
Realized Gain (Loss)	0	2,323
Unrealized Gain (Loss)	30,631	(45,999)
Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Derivatives	$ 30,631	(43,676)
Credit derivatives
Derivative [Line Items]
Realized Gain (Loss)		(1,312)
Unrealized Gain (Loss)		(5,209)
Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Derivatives		$ (6,521)

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FAIR VALUE MEASUREMENTS - Estimated Fair Values of Financial Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023		Mar. 31, 2023	Dec. 31, 2022
Loans
Mortgage servicing rights	$ 2,651,279	$ 2,122,196		$ 1,790,980	$ 1,748,209
Derivative assets
Interest rate swaps	203,799	162,557	[1]
Liabilities
Participations issued	1,161,323	1,103,835	[1]
U.S. Treasury securities sold, not yet purchased	2,077,404	2,132,751
Derivative liabilities
Interest rate swaps	20,931	83,051
Residential mortgage loans
Loans
Residential mortgage loans	18,332,573	15,660,706
Fair Value, Measurements, Recurring
Assets
Agency mortgage-backed securities	63,542,230	66,308,788
Credit risk transfer securities	871,421	974,059
Loans
Mortgage servicing rights	2,651,279	2,122,196
Derivative assets
Other derivatives	157,003	136,213
Total assets	87,688,340	87,559,024
Liabilities
Debt issued by securitization vehicles	13,690,967	11,600,338
Participations issued	1,161,323	1,103,835
U.S. Treasury securities sold, not yet purchased	2,077,404	2,132,751
Derivative liabilities
Interest rate swaps	20,931	83,051
Other derivatives	82,211	219,244
Total liabilities	17,032,836	15,139,219
Fair Value, Measurements, Recurring | Assets transferred or pledged to securitization vehicles
Loans
Assets transferred or pledged to securitization vehicles	15,614,750	13,307,622
Fair Value, Measurements, Recurring | Non-Agency mortgage-backed securities
Assets
Mortgage-backed securities	1,933,910	2,108,274
Fair Value, Measurements, Recurring | Commercial mortgage-backed securities
Assets
Mortgage-backed securities	153,128	222,444
Fair Value, Measurements, Recurring | Residential mortgage loans
Loans
Residential mortgage loans	2,717,823	2,353,084
Fair Value, Measurements, Recurring | Interest rate swaps
Derivative assets
Interest rate swaps	46,796	26,344
Fair Value, Measurements, Recurring | Level 1
Assets
Agency mortgage-backed securities	0	0
Credit risk transfer securities	0	0
Loans
Mortgage servicing rights	0	0
Derivative assets
Other derivatives	8,636	0
Total assets	8,636	0
Liabilities
Debt issued by securitization vehicles	0	0
Participations issued	0	0
U.S. Treasury securities sold, not yet purchased	2,077,404	2,132,751
Derivative liabilities
Interest rate swaps	0	0
Other derivatives	69,565	179,835
Total liabilities	2,146,969	2,312,586
Fair Value, Measurements, Recurring | Level 1 | Assets transferred or pledged to securitization vehicles
Loans
Assets transferred or pledged to securitization vehicles	0	0
Fair Value, Measurements, Recurring | Level 1 | Non-Agency mortgage-backed securities
Assets
Mortgage-backed securities	0	0
Fair Value, Measurements, Recurring | Level 1 | Commercial mortgage-backed securities
Assets
Mortgage-backed securities	0	0
Fair Value, Measurements, Recurring | Level 1 | Residential mortgage loans
Loans
Residential mortgage loans	0	0
Fair Value, Measurements, Recurring | Level 1 | Interest rate swaps
Derivative assets
Interest rate swaps	0	0
Fair Value, Measurements, Recurring | Level 2
Assets
Agency mortgage-backed securities	63,542,230	66,308,788
Credit risk transfer securities	871,421	974,059
Loans
Mortgage servicing rights	0	0
Derivative assets
Other derivatives	148,367	136,213
Total assets	85,028,425	85,436,828
Liabilities
Debt issued by securitization vehicles	13,690,967	11,600,338
Participations issued	1,161,323	1,103,835
U.S. Treasury securities sold, not yet purchased	0	0
Derivative liabilities
Interest rate swaps	20,931	83,051
Other derivatives	12,646	39,409
Total liabilities	14,885,867	12,826,633
Fair Value, Measurements, Recurring | Level 2 | Assets transferred or pledged to securitization vehicles
Loans
Assets transferred or pledged to securitization vehicles	15,614,750	13,307,622
Fair Value, Measurements, Recurring | Level 2 | Non-Agency mortgage-backed securities
Assets
Mortgage-backed securities	1,933,910	2,108,274
Fair Value, Measurements, Recurring | Level 2 | Commercial mortgage-backed securities
Assets
Mortgage-backed securities	153,128	222,444
Fair Value, Measurements, Recurring | Level 2 | Residential mortgage loans
Loans
Residential mortgage loans	2,717,823	2,353,084
Fair Value, Measurements, Recurring | Level 2 | Interest rate swaps
Derivative assets
Interest rate swaps	46,796	26,344
Fair Value, Measurements, Recurring | Level 3
Assets
Agency mortgage-backed securities	0	0
Credit risk transfer securities	0	0
Loans
Mortgage servicing rights	2,651,279	2,122,196
Derivative assets
Other derivatives	0	0
Total assets	2,651,279	2,122,196
Liabilities
Debt issued by securitization vehicles	0	0
Participations issued	0	0
U.S. Treasury securities sold, not yet purchased	0	0
Derivative liabilities
Interest rate swaps	0	0
Other derivatives	0	0
Total liabilities	0	0
Fair Value, Measurements, Recurring | Level 3 | Assets transferred or pledged to securitization vehicles
Loans
Assets transferred or pledged to securitization vehicles	0	0
Fair Value, Measurements, Recurring | Level 3 | Non-Agency mortgage-backed securities
Assets
Mortgage-backed securities	0	0
Fair Value, Measurements, Recurring | Level 3 | Commercial mortgage-backed securities
Assets
Mortgage-backed securities	0	0
Fair Value, Measurements, Recurring | Level 3 | Residential mortgage loans
Loans
Residential mortgage loans	0	0
Fair Value, Measurements, Recurring | Level 3 | Interest rate swaps
Derivative assets
Interest rate swaps	$ 0	$ 0

[1] (1)Derived from the audited consolidated financial statements at December 31, 2023.

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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	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
Discount rate | Minimum
Fair Value, Option, Quantitative Disclosures [Line Items]
MSR measurement inputs	0.071	0.070
Discount rate | Maximum
Fair Value, Option, Quantitative Disclosures [Line Items]
MSR measurement inputs	0.126	0.120
Discount rate | Weighted Average
Fair Value, Option, Quantitative Disclosures [Line Items]
MSR measurement inputs	0.086	0.086
Prepayment rate | Minimum
Fair Value, Option, Quantitative Disclosures [Line Items]
MSR measurement inputs	0.048	0.048
Prepayment rate | Maximum
Fair Value, Option, Quantitative Disclosures [Line Items]
MSR measurement inputs	0.145	0.110
Prepayment rate | Weighted Average
Fair Value, Option, Quantitative Disclosures [Line Items]
MSR measurement inputs	0.056	0.056
Delinquency rate | Minimum
Fair Value, Option, Quantitative Disclosures [Line Items]
MSR measurement inputs	0.002	0.002
Delinquency rate | Maximum
Fair Value, Option, Quantitative Disclosures [Line Items]
MSR measurement inputs	0.035	0.042
Delinquency rate | Weighted Average
Fair Value, Option, Quantitative Disclosures [Line Items]
MSR measurement inputs	0.012	0.013
Cost to service | Minimum
Fair Value, Option, Quantitative Disclosures [Line Items]
MSR measurement inputs	83	84
Cost to service | Maximum
Fair Value, Option, Quantitative Disclosures [Line Items]
MSR measurement inputs	108	111
Cost to service | Weighted Average
Fair Value, Option, Quantitative Disclosures [Line Items]
MSR measurement inputs	92	94

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FAIR VALUE MEASUREMENTS - Estimated Fair Values for All Financial Assets and Liabilities (Detail) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Financial liabilities
Other secured financing	$ 600,000	$ 500,000	[1]
Carrying Value | Level 2
Financial liabilities
Repurchase agreements	58,975,232	62,201,543
Other secured financing	600,000	500,000
Fair Value | Level 2
Financial liabilities
Repurchase agreements	58,975,232	62,201,543
Other secured financing	$ 600,000	$ 500,000

[1] (1)Derived from the audited consolidated financial statements at December 31, 2023.

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INTANGIBLE ASSETS - Narrative (Details) $ in Millions	Jun. 30, 2020 USD ($)
Assembled workforce
Finite-Lived Intangible Assets [Line Items]
Intangible assets acquired	$ 41.2

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INTANGIBLE ASSETS - Summary of Indefinite and Finite-Lived Intangible Assets (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Intangible Assets, net
Beginning balance January 1, 2024	$ 12,106	[1]
Less: amortization expense	(673)
Ending balance March 31, 2024	$ 11,433

[1] (1)Derived from the audited consolidated financial statements at December 31, 2023.

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SECURED FINANCING - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Repurchase Agreements:
Netted amounts	$ 58,975,232	$ 62,201,543	[1]
Repurchase agreements, weighted average remaining maturities	43 days	44 days
Repurchase agreements weighted average rate	5.55%	5.70%
Repurchase agreement amount	$ 2,700,000
Remaining capacity of repurchase agreement	1,900,000
Fair value of collateral received for reverse repurchase agreements	2,400,000	$ 2,300,000
Fair value of securities sold	2,100,000	2,100,000
Other secured financing	$ 600,000	500,000	[1]
Debt weighted average interest rate	8.07%
Secured financings and interest rate swaps - collateral held, estimated fair value	$ 64,300,000	68,200,000
Secured financings and interest rate swaps - collateral held, accrued interest	275,500	$ 279,500
Line of Credit | Mortgage Servicing Rights Committed Credit Facility
Repurchase Agreements:
Credit facility, maximum borrowing capacity	$ 1,300,000
Minimum
Repurchase Agreements:
Debt instrument, maturity	10 months
Maximum
Repurchase Agreements:
Debt instrument, maturity	2 years

[1] (1)Derived from the audited consolidated financial statements at December 31, 2023.

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SECURED FINANCING - Repurchase Agreements - Remaining Maturities, Collateral Types and Weighted Average Rate (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Repurchase Agreements:
Gross amounts	$ 61,380,320	$ 64,469,836
Amounts offset	(2,405,088)	(2,268,293)
Net amounts of Repurchase agreements as presented in the Consolidated Statements of Financial Condition.	$ 58,975,232	$ 62,201,543	[1]
Repurchase agreements, remaining maturities, percentage	1.00%	0.00%
CRTs
Repurchase Agreements:
Gross amounts	$ 633,276	$ 695,520
Non-Agency Mortgage-Backed Securities
Repurchase Agreements:
Gross amounts	2,707,480	2,157,763
Residential Mortgage Loans
Repurchase Agreements:
Gross amounts	739,690	851,851
Agency Mortgage-Backed Securities
Repurchase Agreements:
Gross amounts	57,163,645	60,573,426
Commercial Mortgage-Backed Securities
Repurchase Agreements:
Gross amounts	136,229	191,276
1 day
Repurchase Agreements:
Gross amounts	20,052,897	0
1 day | CRTs
Repurchase Agreements:
Gross amounts	0	0
1 day | Non-Agency Mortgage-Backed Securities
Repurchase Agreements:
Gross amounts	133,411	0
1 day | Residential Mortgage Loans
Repurchase Agreements:
Gross amounts	0	0
1 day | Agency Mortgage-Backed Securities
Repurchase Agreements:
Gross amounts	19,899,007	0
1 day | Commercial Mortgage-Backed Securities
Repurchase Agreements:
Gross amounts	20,479	0
2 to 29 days
Repurchase Agreements:
Gross amounts	10,995,185	35,080,196
2 to 29 days | CRTs
Repurchase Agreements:
Gross amounts	364,609	555,568
2 to 29 days | Non-Agency Mortgage-Backed Securities
Repurchase Agreements:
Gross amounts	955,493	840,400
2 to 29 days | Residential Mortgage Loans
Repurchase Agreements:
Gross amounts	167,471	0
2 to 29 days | Agency Mortgage-Backed Securities
Repurchase Agreements:
Gross amounts	9,391,862	33,492,952
2 to 29 days | Commercial Mortgage-Backed Securities
Repurchase Agreements:
Gross amounts	115,750	191,276
30 to 59 days
Repurchase Agreements:
Gross amounts	19,964,545	18,618,606
30 to 59 days | CRTs
Repurchase Agreements:
Gross amounts	0	0
30 to 59 days | Non-Agency Mortgage-Backed Securities
Repurchase Agreements:
Gross amounts	831,099	528,341
30 to 59 days | Residential Mortgage Loans
Repurchase Agreements:
Gross amounts	0	0
30 to 59 days | Agency Mortgage-Backed Securities
Repurchase Agreements:
Gross amounts	19,133,446	18,090,265
30 to 59 days | Commercial Mortgage-Backed Securities
Repurchase Agreements:
Gross amounts	0	0
60 to 89 days
Repurchase Agreements:
Gross amounts	6,864,342	7,198,769
60 to 89 days | CRTs
Repurchase Agreements:
Gross amounts	268,667	139,952
60 to 89 days | Non-Agency Mortgage-Backed Securities
Repurchase Agreements:
Gross amounts	366,510	579,611
60 to 89 days | Residential Mortgage Loans
Repurchase Agreements:
Gross amounts	852	0
60 to 89 days | Agency Mortgage-Backed Securities
Repurchase Agreements:
Gross amounts	6,228,313	6,479,206
60 to 89 days | Commercial Mortgage-Backed Securities
Repurchase Agreements:
Gross amounts	0	0
90 to 119 days
Repurchase Agreements:
Gross amounts	0	247,306
90 to 119 days | CRTs
Repurchase Agreements:
Gross amounts	0	0
90 to 119 days | Non-Agency Mortgage-Backed Securities
Repurchase Agreements:
Gross amounts	0	39,714
90 to 119 days | Residential Mortgage Loans
Repurchase Agreements:
Gross amounts	0	207,592
90 to 119 days | Agency Mortgage-Backed Securities
Repurchase Agreements:
Gross amounts	0	0
90 to 119 days | Commercial Mortgage-Backed Securities
Repurchase Agreements:
Gross amounts	0	0
Over 119 days
Repurchase Agreements:
Gross amounts	3,503,351	3,324,959
Over 119 days | CRTs
Repurchase Agreements:
Gross amounts	0	0
Over 119 days | Non-Agency Mortgage-Backed Securities
Repurchase Agreements:
Gross amounts	420,967	169,697
Over 119 days | Residential Mortgage Loans
Repurchase Agreements:
Gross amounts	571,367	644,259
Over 119 days | Agency Mortgage-Backed Securities
Repurchase Agreements:
Gross amounts	2,511,017	2,511,003
Over 119 days | Commercial Mortgage-Backed Securities
Repurchase Agreements:
Gross amounts	$ 0	$ 0

[1] (1)Derived from the audited consolidated financial statements at December 31, 2023.

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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	Mar. 31, 2024	Dec. 31, 2023
Reverse Repurchase Agreements
Gross amounts	$ 2,405,088	$ 2,268,293
Amounts offset	(2,405,088)	(2,268,293)
Netted amounts	0	0
Repurchase Agreements
Gross amounts	61,380,320	64,469,836
Amounts offset	(2,405,088)	(2,268,293)
Netted amounts	$ 58,975,232	$ 62,201,543	[1]

[1] (1)Derived from the audited consolidated financial statements at December 31, 2023.

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CAPITAL STOCK - Schedule of Common Stock (Details) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Equity [Abstract]
Shares authorized (in shares)	1,468,250,000	1,468,250,000
Shares issued (in shares)	500,440,023	500,080,287
Shares outstanding (in shares)	500,440,023	500,080,287
Par Value (in dollars per share)	$ 0.01	$ 0.01

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CAPITAL STOCK - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions			3 Months Ended
	Nov. 03, 2022	Aug. 06, 2020	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Jan. 31, 2022	Dec. 31, 2020
Class of Stock [Line Items]
Authorized amount of stock available for repurchase (up to)							$ 1,500.0
Preferred stock, par value (USD per share)			$ 0.01		$ 0.01
Preferred stock, redemption price (in dollars per share)			$ 25.00
Preferred stock
Class of Stock [Line Items]
Authorized amount of stock available for repurchase (up to)	$ 1,600.0
Shares repurchased (in shares)			0
Stock repurchase program, number of shares authorized to be repurchased (in shares)	63,500,000
Series F Preferred Stock
Class of Stock [Line Items]
Preferred stock, par value (USD per share)	$ 0.01
Stock repurchase program, number of shares authorized to be repurchased (in shares)	28,800,000
Preferred stock dividend rate, percentage	6.95%		6.95%
Series G Preferred Stock
Class of Stock [Line Items]
Preferred stock, par value (USD per share)	$ 0.01
Stock repurchase program, number of shares authorized to be repurchased (in shares)	17,000,000
Preferred stock dividend rate, percentage	6.50%		6.50%
Series I
Class of Stock [Line Items]
Preferred stock, par value (USD per share)	$ 0.01
Stock repurchase program, number of shares authorized to be repurchased (in shares)	17,700,000
Preferred stock dividend rate, percentage	6.75%		6.75%
Current Share Repurchase Program
Class of Stock [Line Items]
Authorized amount of stock available for repurchase (up to)						$ 1,500.0
Shares repurchased (in shares)			0	0
At-the-market Sale Program
Class of Stock [Line Items]
Aggregate stock offering price (up to)		$ 1,500.0
Sale of stock, shares issued (in shares)			0	25,300,000
Proceeds from sale of stock				$ 562.7

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CAPITAL STOCK - Schedule of Preferred Stock (Details) - USD ($) $ in Thousands		3 Months Ended
	Nov. 03, 2022	Mar. 31, 2024	Dec. 31, 2023
Class of Stock [Line Items]
Shares Authorized (in shares)		63,500,000	63,500,000
Shares Issued (in shares)		63,500,000	63,500,000
Shares Outstanding (in shares)		63,500,000	63,500,000
Carrying Value		$ 1,536,569	$ 1,536,569	[1]
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%	6.95%
Floating Annual Rate		4.993%
Series G
Class of Stock [Line Items]
Shares Authorized (in shares)		17,000,000	17,000,000
Shares Issued (in shares)		17,000,000	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)		17,700,000	17,700,000
Shares Issued (in shares)		17,700,000	17,700,000
Shares Outstanding (in shares)		17,700,000	17,700,000
Carrying Value		$ 428,324	$ 428,324
Contractual Rate	6.75%	6.75%
Floating Annual Rate		4.989%
Redeemable Preferred Stock
Class of Stock [Line Items]
Floating Annual Rate		0.26161%

[1] (1)Derived from the audited consolidated financial statements at December 31, 2023.

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CAPITAL STOCK - Summary of Dividend Distribution Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Dividends Payable [Line Items]
Dividends and dividend equivalents declared on common stock and share-based awards	$ 326,872	$ 322,499
Distributions declared per common share (in dollars per share)	$ 0.65	$ 0.65
Distributions paid to common stockholders after period end	$ 325,286	$ 321,023
Distributions paid per common share after period end (in dollars per share)	$ 0.65	$ 0.65
Series F
Dividends Payable [Line Items]
Preferred dividends declared	$ 19,085	$ 17,502
Preferred series dividends declared (in dollars per share)	$ 0.663	$ 0.608
Series G
Dividends Payable [Line Items]
Preferred dividends declared	$ 10,509	$ 6,906
Preferred series dividends declared (in dollars per share)	$ 0.618	$ 0.406
Series I
Dividends Payable [Line Items]
Preferred dividends declared	$ 7,467	$ 7,467
Preferred series dividends declared (in dollars per share)	$ 0.422	$ 0.422

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INTEREST INCOME AND INTEREST EXPENSE (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Interest income
Agency securities	$ 751,516	$ 603,102
Residential credit securities	55,996	53,745
Residential mortgage loans	252,016	147,231
Commercial investment portfolio	3,554	9,887
Reverse repurchase agreements	31,406	4,285
Total interest income	1,094,488	818,250
Interest expense
Repurchase agreements	897,598	698,742
Debt issued by securitization vehicles	161,017	88,934
Participations issued	20,251	11,111
U.S. Treasury securities sold, not yet purchased	22,073	0
Total interest expense	1,100,939	798,787
Net interest income	$ (6,451)	$ 19,463

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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
	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share [Abstract]
Net income (loss)	$ 465,174	$ (839,328)
Net income (loss) attributable to noncontrolling interests	2,282	4,928
Net income (loss) attributable to Annaly	462,892	(844,256)
Dividends on preferred stock	37,061	31,875
Net income (loss) available (related) to common stockholders	$ 425,831	$ (876,131)
Weighted average shares of common stock outstanding-basic (in shares)	500,612,840	489,688,364
Add: Effect of stock awards, if dilutive (in shares)	569,203	0
Weighted average shares of common stock outstanding-diluted (in shares)	501,182,043	489,688,364
Net income (loss) per share available (related) to common share
Basic (in dollars per share)	$ 0.85	$ (1.79)
Diluted (in dollars per share)	$ 0.85	$ (1.79)

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NET INCOME (LOSS) PER COMMON SHARE - Narrative (Details) - shares shares in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share [Abstract]
Options to purchase common stock (in shares)	1.5	1.7

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INCOME TAXES (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Income Taxes:
REIT Taxable income distributed	100.00%
Unrecognized tax benefits	$ 0		$ 0
Unrecognized tax benefits, income tax penalties and interest accrued	0		$ 0
Income tax expense (benefit)	(943,000)	$ 11,033,000
Taxable REIT Subsidiary
Income Taxes:
Income tax expense (benefit)	$ (900,000)	$ 11,000,000

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SEGMENTS (Details)	3 Months Ended
	Mar. 31, 2024 segment
Segment Reporting [Abstract]
Number of reportable segments	3
Number of operating segments	3

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SEGMENTS - Schedule of Segment Reporting (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	[1]
Segment Reporting Information [Line Items]
Interest income	$ 1,094,488	$ 818,250
Interest expense	1,100,939	798,787
Net interest income	(6,451)	19,463
Servicing and related income	115,084	84,273
Servicing and related expense	12,216	7,880
Net servicing income	102,868	76,393
Other income (loss)	406,384	(883,323)
Total general and administrative expenses	38,570	40,828
Income (loss) before income taxes	464,231	(828,295)
Income taxes	(943)	11,033
Net income (loss)	465,174	(839,328)
Net income (loss) attributable to noncontrolling interests	2,282	4,928
Net income (loss) attributable to Annaly	462,892	(844,256)
Dividends on preferred stock	37,061	31,875
Net income (loss) available (related) to common stockholders	425,831	(876,131)
Unrealized gains (losses) on available-for-sale securities	(281,869)	675,374
Reclassification adjustment for net (gains) losses included in net income (loss)	(335,351)	(482,908)
Other comprehensive income (loss)	53,482	1,158,282
Comprehensive income (loss)	518,656	318,954
Comprehensive income (loss) attributable to noncontrolling interests	2,282	4,928
Comprehensive income (loss) attributable to Annaly	516,374	314,026
Receivable for unsettled trades	941,366	679,096	$ 2,710,224
Payable for unsettled trades	2,556,798	3,259,034	3,249,389
Net change in unrealized gains (losses) on available-for-sale securities, net of reclassification adjustment	53,482	1,158,282
Dividends declared, not yet paid	325,286	321,023	325,052
Total assets	91,483,546	86,832,017	$ 93,227,236
Operating Segments | Agency
Segment Reporting Information [Line Items]
Interest income	781,926	607,387
Interest expense	846,771	651,684
Net interest income	(64,845)	(44,297)
Servicing and related income	0	0
Servicing and related expense	0	0
Net servicing income	0	0
Other income (loss)	300,952	(945,023)
Total general and administrative expenses	15,588	14,140
Income (loss) before income taxes	220,519	(1,003,460)
Income taxes	607	(219)
Net income (loss)	219,912	(1,003,241)
Net income (loss) attributable to noncontrolling interests	0	0
Net income (loss) attributable to Annaly	219,912	(1,003,241)
Dividends on preferred stock	0	0
Net income (loss) available (related) to common stockholders	219,912	(1,003,241)
Unrealized gains (losses) on available-for-sale securities	(281,869)	675,374
Reclassification adjustment for net (gains) losses included in net income (loss)	(335,351)	(482,908)
Other comprehensive income (loss)	53,482	1,158,282
Comprehensive income (loss)	273,394	155,041
Comprehensive income (loss) attributable to noncontrolling interests	0	0
Comprehensive income (loss) attributable to Annaly	273,394	155,041
Receivable for unsettled trades	907,634	669,048
Payable for unsettled trades	2,430,956	3,234,611
Net change in unrealized gains (losses) on available-for-sale securities, net of reclassification adjustment	53,482	1,158,282
Dividends declared, not yet paid	0	0
Total assets	66,485,685	68,858,366
Operating Segments | Resi-credit
Segment Reporting Information [Line Items]
Interest income	309,008	200,976
Interest expense	251,862	141,501
Net interest income	57,146	59,475
Servicing and related income	0	0
Servicing and related expense	0	0
Net servicing income	0	0
Other income (loss)	105,366	37,776
Total general and administrative expenses	12,674	12,678
Income (loss) before income taxes	149,838	84,573
Income taxes	(1,679)	7,376
Net income (loss)	151,517	77,197
Net income (loss) attributable to noncontrolling interests	2,282	4,928
Net income (loss) attributable to Annaly	149,235	72,269
Dividends on preferred stock	0	0
Net income (loss) available (related) to common stockholders	149,235	72,269
Unrealized gains (losses) on available-for-sale securities	0	0
Reclassification adjustment for net (gains) losses included in net income (loss)	0	0
Other comprehensive income (loss)	0	0
Comprehensive income (loss)	151,517	77,197
Comprehensive income (loss) attributable to noncontrolling interests	2,282	4,928
Comprehensive income (loss) attributable to Annaly	149,235	72,269
Receivable for unsettled trades	5,000	0
Payable for unsettled trades	0	578
Net change in unrealized gains (losses) on available-for-sale securities, net of reclassification adjustment	0	0
Dividends declared, not yet paid	0	0
Total assets	21,525,612	15,313,440
Operating Segments | MSR
Segment Reporting Information [Line Items]
Interest income	0	0
Interest expense	0	0
Net interest income	0	0
Servicing and related income	115,084	84,273
Servicing and related expense	12,216	7,880
Net servicing income	102,868	76,393
Other income (loss)	(870)	28,234
Total general and administrative expenses	8,594	7,370
Income (loss) before income taxes	93,404	97,257
Income taxes	149	3,759
Net income (loss)	93,255	93,498
Net income (loss) attributable to noncontrolling interests	0	0
Net income (loss) attributable to Annaly	93,255	93,498
Dividends on preferred stock	0	0
Net income (loss) available (related) to common stockholders	93,255	93,498
Unrealized gains (losses) on available-for-sale securities	0	0
Reclassification adjustment for net (gains) losses included in net income (loss)	0	0
Other comprehensive income (loss)	0	0
Comprehensive income (loss)	93,255	93,498
Comprehensive income (loss) attributable to noncontrolling interests	0	0
Comprehensive income (loss) attributable to Annaly	93,255	93,498
Receivable for unsettled trades	28,732	10,048
Payable for unsettled trades	125,842	23,845
Net change in unrealized gains (losses) on available-for-sale securities, net of reclassification adjustment	0	0
Dividends declared, not yet paid	0	0
Total assets	3,209,074	2,012,405
Corporate & Other
Segment Reporting Information [Line Items]
Interest income	3,554	9,887
Interest expense	2,306	5,602
Net interest income	1,248	4,285
Servicing and related income	0	0
Servicing and related expense	0	0
Net servicing income	0	0
Other income (loss)	936	(4,310)
Total general and administrative expenses	1,714	6,640
Income (loss) before income taxes	470	(6,665)
Income taxes	(20)	117
Net income (loss)	490	(6,782)
Net income (loss) attributable to noncontrolling interests	0	0
Net income (loss) attributable to Annaly	490	(6,782)
Dividends on preferred stock	37,061	31,875
Net income (loss) available (related) to common stockholders	(36,571)	(38,657)
Unrealized gains (losses) on available-for-sale securities	0	0
Reclassification adjustment for net (gains) losses included in net income (loss)	0	0
Other comprehensive income (loss)	0	0
Comprehensive income (loss)	490	(6,782)
Comprehensive income (loss) attributable to noncontrolling interests	0	0
Comprehensive income (loss) attributable to Annaly	490	(6,782)
Receivable for unsettled trades	0	0
Payable for unsettled trades	0	0
Net change in unrealized gains (losses) on available-for-sale securities, net of reclassification adjustment	0	0
Dividends declared, not yet paid	325,286	321,023
Total assets	$ 263,175	$ 647,806

[1] (1)Derived from the audited consolidated financial statements at December 31, 2023.

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LEASE COMMITMENTS AND CONTINGENCIES - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Lessee, Lease, Description [Line Items]
Option to extend (in years)	5 years
Lease cost	$ 0.8	$ 0.8
Material contingencies	$ 0.0		$ 0.0
Minimum
Lessee, Lease, Description [Line Items]
Remaining lease term (in years)	2 years
Maximum
Lessee, Lease, Description [Line Items]
Remaining lease term (in years)	4 years

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LEASE COMMITMENTS AND CONTINGENCIES - Supplemental Information Regarding Leases (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Leases [Abstract]
Operating lease right-of-use assets	$ 5,191
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Other assets
Operating lease liabilities	$ 6,543
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Other Liabilities
Weighted average remaining lease term	1 year 9 months 18 days
Weighted average discount rate	3.30%
Operating cash flows from operating leases	$ 1,026

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LEASE COMMITMENTS AND CONTINGENCIES - Details of Future Lease Payments (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Leases [Abstract]
2024 (remaining)	$ 3,081
2025	3,149
2026	261
2027	269
2028	22
Later years	0
Total lease payments	6,782
Less imputed interest	239
Present value of lease liabilities	$ 6,543

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SUBSEQUENT EVENTS (Details) - Subsequent Event $ in Millions	1 Months Ended
	Apr. 30, 2024 USD ($) securitization
Subsequent Event [Line Items]
Number of closed securitizations | securitization	2
OBX 2024-NQM5
Subsequent Event [Line Items]
Residential mortgage loan, face value	$ 574.6
OBX 2024-NQM6
Subsequent Event [Line Items]
Residential mortgage loan, face value	$ 457.2