UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED:  September 30, 2022

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

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

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

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

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

The number of shares of the registrant’s Common Stock outstanding on October 31, 2022 was 467,865,540.

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ANNALY CAPITAL MANAGEMENT, INC.
FORM 10-Q
TABLE OF CONTENTS
PART I  -  FINANCIAL INFORMATION			Page
Item 1.  Financial Statements			1
Consolidated Statements of Financial Condition at September 30, 2022 (Unaudited) and December 31, 2021 (Derived from the audited consolidated financial statements at December 31, 2021)			1
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the three and nine months ended September 30, 2022 and 2021			2
Consolidated Statements of Stockholders’ Equity (Unaudited) for the three and nine months ended September 30, 2022 and 2021			3
Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2022 and 2021			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			6
Note 4. Financial Instruments			9
Note 5. Securities			9
Note 6. Loans			13
Note 7. Mortgage Servicing Rights			15
Note 8. Variable Interest Entities			17
Note 9. Sale of Commercial Real Estate Business			19
Note 10. Sale of Middle Market Lending Portfolio			19
Note 11. Derivative Instruments			20
Note 12. Fair Value Measurements			26
Note 13. Goodwill and Intangible Assets			29
Note 14. Secured Financing			30
Note 15. Capital Stock			31
Note 16. Interest Income and Interest Expense			33
Note 17. Net Income (Loss) per Common Share			34
Note 18. Income Taxes			34
Note 19. Risk Management			35
Note 20. Lease Commitments and Contingencies			36
Note 21. Arcola Regulatory Requirements			36
Note 22. Subsequent Events			37
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			38
Special Note Regarding Forward-Looking Statements			38
Overview			40
Business Environment			40
Results of Operations			43
Financial Condition			56
Capital Management			59
Risk Management			61
Critical Accounting Estimates			71
Glossary of Terms			74
Item 3. Quantitative and Qualitative Disclosures about Market Risk			83
Item 4. Controls and Procedures			83
PART II  -  OTHER INFORMATION
Item 1. Legal Proceedings			84
Item 1A. Risk Factors			84
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			84
Item 5. Other Information			84
Item 6. Exhibits			85
SIGNATURES			II-1

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (dollars in thousands, except per share data)
			September 30,						December 31,
			2022						2021 (1)
			(Unaudited)
Assets
Cash and cash equivalents (includes pledged assets of $1,169,631 and $1,222,505, respectively) (2)			$	1,466,171					$	1,342,090
Securities (includes pledged assets of $55,889,039 and $56,675,447, respectively) (3)			66,839,353						63,655,674
Loans, net (includes pledged assets of $1,279,960 and $2,462,776, respectively) (4)			1,551,707						4,242,043
Mortgage servicing rights (includes pledged assets of $727,927 and $0, respectively)			1,705,254						544,562
Interests in MSR			—						69,316
Assets transferred or pledged to securitization vehicles			9,202,014						6,086,308
Assets of disposal group held for sale			11,371						194,138
Derivative assets			1,949,530						170,370
Receivable for unsettled trades			2,153,895						2,656
Principal and interest receivable			262,542						234,983
Goodwill and intangible assets, net			17,437						24,241
Other assets			247,490						197,683
Total assets			$	85,406,764					$	76,764,064
Liabilities and stockholders’ equity
Liabilities
Repurchase agreements			$	54,160,731					$	54,769,643
Other secured financing			250,000						903,255
Debt issued by securitization vehicles			7,844,518						5,155,633
Participations issued			745,729						1,049,066
Liabilities of disposal group held for sale			1,151						154,956
Derivative liabilities			764,535						881,537
Payable for unsettled trades			9,333,646						147,908
Interest payable			30,242						91,176
Dividends payable			411,762						321,142
Other liabilities			912,895						94,423
Total liabilities			74,455,209						63,568,739
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, 2,936,500,000 authorized, 467,911,144 and 364,934,065 issued and outstanding, respectively			4,679						3,649
Additional paid-in capital			22,967,665						20,324,780
Accumulated other comprehensive income (loss)			(5,431,436)						958,410
Accumulated deficit			(8,211,358)						(9,653,582)
Total stockholders’ equity			10,866,119						13,169,826
Noncontrolling interests			85,436						25,499
Total equity			10,951,555						13,195,325
Total liabilities and equity			$	85,406,764					$	76,764,064
(1)Derived from the audited consolidated financial statements at December 31, 2021.
(2)Includes cash of consolidated Variable Interest Entities (“VIEs”) of $3.5 million and $16.2 million at September 30, 2022 and December 31, 2021, respectively.
(3)Excludes $27.3 million and $44.2 million at September 30, 2022 and December 31, 2021, respectively, of Agency mortgage-backed securities and $1.0 billion and $350.4 million at September 30, 2022 and December 31, 2021, 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 $1.4 million and $2.3 million of residential mortgage loans held for sale at September 30, 2022 and December 31, 2021, 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 September 30,												For The Nine Months Ended September 30,
			2022						2021						2022						2021
Net interest income
Interest income			$	678,488					$	412,972					$	1,979,953					$	1,560,256
Interest expense			400,491						50,438						645,888						187,458
Net interest income			277,997						362,534						1,334,065						1,372,798
Net servicing income
Servicing and related income			74,486						17,948						164,886						37,696
Servicing and related expense			7,780						3,012						17,486						7,912
Net servicing income			66,706						14,936						147,400						29,784
Other income (loss)
Net gains (losses) on investments and other			(2,702,512)						102,819						(3,477,532)						161,431
Net gains (losses) on derivatives			2,117,240						84,950						4,774,911						672,371
Loan loss (provision) reversal			1,613						6,134						27,918						145,260
Business divestiture-related gains (losses)			(2,936)						(14,009)						(27,245)						(262,045)
Other, net			1,526						1,285						(902)						1,580
Total other income (loss)			(585,069)						181,179						1,297,150						718,597
General and administrative expenses
Compensation expense			27,744						27,859						82,989						91,390
Other general and administrative expenses			10,178						16,023						36,735						53,923
Total general and administrative expenses			37,922						43,882						119,724						145,313
Income (loss) before income taxes			(278,288)						514,767						2,658,891						1,975,866
Income taxes			(4,311)						(6,767)						45,657						(1,954)
Net income (loss)			(273,977)						521,534						2,613,234						1,977,820
Net income (loss) attributable to noncontrolling interests			1,287						2,290						(453)						3,405
Net income (loss) attributable to Annaly			(275,264)						519,244						2,613,687						1,974,415
Dividends on preferred stock			26,883						26,883						80,649						80,649
Net income (loss) available (related) to common stockholders			$	(302,147)					$	492,361					$	2,533,038					$	1,893,766
Net income (loss) per share available (related) to common stockholders
Basic			$	(0.70)					$	1.36					$	6.46					$	5.34
Diluted			$	(0.70)					$	1.36					$	6.45					$	5.34
Weighted average number of common shares outstanding
Basic			429,858,876						361,328,979						392,172,655						354,606,052
Diluted			429,858,876						361,589,467						392,445,034						354,875,551
Other comprehensive income (loss)
Net income (loss)			$	(273,977)					$	521,534					$	2,613,234					$	1,977,820
Unrealized gains (losses) on available-for-sale securities			(2,578,509)						(113,451)						(8,650,438)						(1,733,919)
Reclassification adjustment for net (gains) losses included in net income (loss)			1,457,999						(28,186)						2,260,592						(1,778)
Other comprehensive income (loss)			(1,120,510)						(141,637)						(6,389,846)						(1,735,697)
Comprehensive income (loss)			(1,394,487)						379,897						(3,776,612)						242,123
Comprehensive income (loss) attributable to noncontrolling interests			1,287						2,290						(453)						3,405
Comprehensive income (loss) attributable to Annaly			(1,395,774)						377,607						(3,776,159)						238,718
Dividends on preferred stock			26,883						26,883						80,649						80,649
Comprehensive income (loss) attributable to common stockholders			$	(1,422,657)					$	350,724					$	(3,856,808)					$	158,069
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 STOCKHOLDERS' EQUITY (dollars in thousands) (Unaudited)
						For The Three Months Ended September 30,												For The Nine Months Ended September 30,
						2022						2021						2022						2021
Preferred stock
Beginning of period						$	1,536,569					$	1,536,569					$	1,536,569					$	1,536,569
End of period						$	1,536,569					$	1,536,569					$	1,536,569					$	1,536,569
Common stock
Beginning of period						$	4,023					$	3,610					$	3,649					$	3,496
Issuance						655						14						1,027						128
Stock-based award activity						1						1						3						1
End of period						$	4,679					$	3,625					$	4,679					$	3,625
Additional paid-in capital
Beginning of period						$	21,293,146					$	20,189,524					$	20,324,780					$	19,761,304
Issuance						1,670,825						48,894						2,626,052						469,206
Stock-based award activity						3,694						822						16,833						8,730
End of period						$	22,967,665					$	20,239,240					$	22,967,665					$	20,239,240
Accumulated other comprehensive income (loss)
Beginning of period						$	(4,310,926)					$	1,780,275					$	958,410					$	3,374,335
Unrealized gains (losses) on available-for-sale securities						(2,578,509)						(113,451)						(8,650,438)						(1,733,919)
Reclassification adjustment for net gains (losses) included in net income (loss)						1,457,999						(28,186)						2,260,592						(1,778)
End of period						$	(5,431,436)					$	1,638,638					$	(5,431,436)					$	1,638,638
Accumulated deficit
Beginning of period						$	(7,496,061)					$	(9,892,863)					$	(9,653,582)					$	(10,667,388)
Net income (loss) attributable to Annaly						(275,264)						519,244						2,613,687						1,974,415
Dividends declared on preferred stock (1)						(26,883)						(26,883)						(80,649)						(80,649)
Dividends and dividend equivalents declared on common stock and stock-based awards (1)						(413,150)						(319,768)						(1,090,814)						(946,648)
End of period						$	(8,211,358)					$	(9,720,270)					$	(8,211,358)					$	(9,720,270)
Total stockholder’s equity						$	10,866,119					$	13,697,802					$	10,866,119					$	13,697,802
Noncontrolling interests
Beginning of period						$	63,149					$	22,061					$	25,499					$	13,480
Net income (loss) attributable to noncontrolling interests						1,287						2,290						(453)						3,405
Equity contributions from (distributions to) noncontrolling interests						21,000						(4,286)						60,390						3,180
End of period						$	85,436					$	20,065					$	85,436					$	20,065
Total equity						$	10,951,555					$	13,717,867					$	10,951,555					$	13,717,867
(1) Refer to the “Capital Stock” Note for dividends per share for each class of shares.

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 CASH FLOWS (dollars in thousands) (Unaudited)
			For The Nine Months Ended September 30,
			2022						2021
Cash flows from operating activities
Net income (loss)			$	2,613,234					$	1,977,820
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
Amortization of premiums and discounts of investments, net			43,676						555,659
Amortization of securitized debt premiums and discounts and deferred financing costs			(3,829)						(4,129)
Depreciation, amortization and other noncash expenses			15,879						21,084
Net (gains) losses on investments and derivatives			(1,217,818)						(1,051,047)
Business divestiture-related (gains) losses			27,245						262,045
Income (loss) from unconsolidated joint ventures			(11,985)						5,889
Loan loss provision (reversal)			(27,918)						(145,260)
Payments on purchases of loans held for sale			—						(51,403)
Proceeds from sales and repayments of loans held for sale			3,946						88,050
Net receipts (payments) on derivatives			2,799,188						608,184
Net change in
Other assets			(6,511)						22,441
Interest receivable			(28,718)						34,881
Interest payable			(61,285)						(81,183)
Other liabilities			1,025,727						(27,750)
Net cash provided by (used in) operating activities			5,170,831						2,215,281
Cash flows from investing activities
Payments on purchases of securities			(30,851,614)						(18,334,872)
Proceeds from sales of securities			16,744,864						11,146,996
Principal payments on securities			7,864,869						14,638,456
Payments on purchases and origination of loans			(5,165,059)						(4,710,425)
Proceeds from sales of loans			1,918,996						879,147
Principal payments on loans			1,357,018						2,016,373
Payments on purchases of MSR			(866,767)						(416,149)
Proceeds from sales of MSR			9,076						376
Payments on purchases of interests in MSR			(4,913)						(53,034)
Investments in real estate			—						(1,815)
Proceeds from sales of real estate			—						53,910
Proceeds from reverse repurchase agreements			18,450,024						15,184,313
Payments on reverse repurchase agreements			(18,450,024)						(15,184,313)
Distributions in excess of cumulative earnings from unconsolidated joint ventures			—						290
Proceeds from sale of equity securities			—						6,957
Net proceeds from business divestiture			—						1,118,100
Net cash provided by (used in) investing activities			(8,993,530)						6,344,310
Cash flows from financing activities
Proceeds from repurchase agreements and other secured financing			2,581,103,609						1,702,497,310
Payments on repurchase agreements and other secured financing			(2,582,371,537)						(1,712,035,449)
Proceeds from issuances of securitized debt			4,876,814						2,005,080
Principal payments on securitized debt			(1,059,955)						(1,270,367)
Payments on purchases of securitized debt			(8,495)						—
Net proceeds from stock offerings, direct purchases and dividend reinvestments			2,627,079						469,334
Proceeds from participations issued			1,637,231						1,036,800
Payments on repurchases of participations issued			(1,796,643)						(434,873)
Principal payments on participations issued			(40,241)						(10,420)
Net principal receipts (payments) on mortgages payable			—						(1,019)
Net contributions (distributions) from (to) noncontrolling interests			60,390						3,180
Settlement of stock-based awards in satisfaction of withholding tax requirements			(4,039)						(2,773)
Dividends paid			(1,077,433)						(1,013,797)
Net cash provided by (used in) financing activities			3,946,780						(8,756,994)
Net (decrease) increase in cash and cash equivalents			124,081						(197,403)
Cash and cash equivalents including cash pledged as collateral, beginning of period			1,342,090						1,243,703
Cash and cash equivalents including cash pledged as collateral, end of period			$	1,466,171					$	1,046,300
Supplemental disclosure of cash flow information
Interest received			$	1,751,099					$	2,107,854
Dividends received			$	—					$	51
Interest paid (excluding interest paid on interest rate swaps)			$	457,122					$	228,875
Net interest received (paid) on interest rate swaps			$	(57,302)					$	(258,061)
Taxes received (paid)			$	(2,170)					$	(780)
Noncash investing and financing activities
Receivable for unsettled trades			$	2,153,895					$	42,482
Payable for unsettled trades			$	9,333,646					$	571,540
Net change in unrealized gains (losses) on available-for-sale securities, net of reclassification adjustment			$	(6,389,846)					$	(1,735,697)
Dividends declared, not yet paid			$	411,762					$	318,986
Derecognition of assets of consolidated VIEs			$	—					$	3,052,280
Derecognition of securitized debt of consolidated VIEs			$	—					$	2,496,118
Derecognition of mortgages payable			$	—					$	314,485
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.

The Company 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 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 mortgage-backed securities.
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 MSR, which provide the right to service residential loans in exchange for a portion of the interest payments made on the loans.

In March 2021, the Company announced that it had entered into a definitive agreement to sell and exit its Commercial Real Estate (“CRE”) business. As of September 30, 2022, the CRE assets held for sale and the associated liabilities were transferred. Refer to the “Sale of Commercial Real Estate Business” Note for additional information.

In April 2022, the Company announced that it had entered into a definitive agreement to sell substantially all of the assets that comprise the Annaly Middle Market Lending (“MML”) portfolio, including assets held on balance sheet as well as assets managed for third parties. The vast majority of these assets were legally transferred at the end of the third quarter of 2022 and the remaining assets are expected to be transferred by the end of the fourth quarter of 2022. Refer to the “Sale of Middle Market Lending Portfolio” Note for additional information on the transaction.

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, 2021 (the “2021 Form 10-K”). The consolidated financial information as of December 31, 2021 has been derived from audited consolidated financial statements included in the Company’s 2021 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.

Beginning with the quarter ended March 31, 2022, in light of the continued growth of its mortgage servicing rights portfolio, the Company enhanced its financial disclosures by separately reporting servicing income and servicing expense in its Consolidated Statements of Comprehensive Income (Loss). Servicing income and servicing expense were previously included within Other income (loss). As a result of this change, prior periods have been adjusted to conform to the current presentation.

In addition, beginning with the quarter ended March 31, 2022, the Company consolidated certain line items in its Consolidated Statements of Comprehensive Income (Loss) in an effort to streamline and simplify its financial presentation. Amounts previously reported under Net interest component of interest rate swaps, Realized gains (losses) on termination or maturity of interest rate swaps, Unrealized gains (losses) on interest rate swaps and Net gains (losses) on other derivatives are combined into a single line item titled Net gains (losses) on derivatives. Similarly, amounts previously reported under Net gains (losses) on disposal of investments and other and Net unrealized gains (losses) on instruments measured at fair value through earnings

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are combined into a single line item titled Net gains (losses) on investments and other. As a result of these changes, prior periods have been adjusted to conform to the current presentation.

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

Reverse Stock Split

On September 8, 2022, the Company announced that its Board of Directors had unanimously approved a reverse stock split of the Company’s common stock at a ratio of 1-for-4 (the “Reverse Stock Split”). The Reverse Stock Split was effective following the close of business on September 23, 2022 (the “Effective Time”). Accordingly, at the Effective Time, every four issued and outstanding shares of the Company’s common stock were converted into one share of the Company’s common stock. No fractional shares were issued in connection with the Reverse Stock Split. Instead, each stockholder that would have held fractional shares as a result of the Reverse Stock Split received cash in lieu of such fractional shares. The par value per share of the Company’s common stock remained unchanged at $0.01 per share after the Reverse Stock Split. Accordingly, for all historical periods presented, an amount equal to the par value of the reduced number of shares resulting from the Reverse Stock Split was reclassified from Common stock to Additional paid in capital in the Company’s Consolidated Statements of Financial Condition. All other references made to share or per share amounts in the accompanying consolidated financial statements and disclosures have also been retroactively adjusted, where applicable, to reflect the effects of the Reverse Stock Split.

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 $1.2 billion and $1.2 billion at September 30, 2022 and December 31, 2021, 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

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

additional information regarding financial instruments for which the Company has elected the FVO see the table in the “Financial Instruments” Note.

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

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

Derivative Instruments – Derivatives are 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 paid 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). Refer to the “Interest Income and Interest Expense” Note for further discussion.

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 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. Refer to the “Interest Income and Interest Expense” Note for further discussion on interest.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

The Company has made an accounting policy election not to measure an allowance for loans losses on corporate debt for accrued interest receivable. If interest receivable is deemed to be uncollectible or not collected within 120 days for corporate debt 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”).  ASUs not listed below were not applicable, not expected to have a significant impact on the Company’s consolidated financial statements when adopted or did not have a significant impact on the Company’s consolidated financial statements upon adoption.

Standard			Description			Effective Date			Effect on the Financial Statements or Other Significant Matters
Standard that has been adopted
ASU 2020-04 Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting			This ASU provides optional, temporary relief to accounting for contract modifications resulting from reference rate reform.			January 1, 2020			The Company has elected to retrospectively apply the practical expedients to modifications of qualifying contracts as continuation of the existing contract rather than as a new contract. The adoption had no immediate impact and is not expected to have a material impact on the Company’s consolidated financial statements as the guidance continues to be applied to contract modifications until the ASU’s termination date.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

4. FINANCIAL INSTRUMENTS

The following table presents characteristics for certain of the Company’s financial instruments at September 30, 2022 and December 31, 2021.

Financial Instruments (1)

Balance Sheet Line Item

Type / Form

Measurement Basis

September 30, 2022

December 31, 2021

Assets

(dollars in thousands)

Securities

Agency mortgage-backed securities (2)

Fair value, with unrealized gains (losses) through other comprehensive income

$

41,042,640

$

59,939,383

Securities

Agency mortgage-backed securities (3)

Fair value, with unrealized gains (losses) through earnings

21,994,601

586,222

Securities

Residential credit risk transfer securities

Fair value, with unrealized gains (losses) through earnings

1,056,906

936,228

Securities

Non-agency mortgage-backed securities

Fair value, with unrealized gains (losses) through earnings

2,156,706

1,663,336

Securities

Commercial real estate debt investments - CMBS

Fair value, with unrealized gains (losses) through earnings

570,633

521,440

Securities

Commercial real estate debt investments - credit risk transfer securities

Fair value, with unrealized gains (losses) through earnings

17,867

9,065

Total securities

66,839,353

63,655,674

Loans, net

Residential mortgage loans

Fair value, with unrealized gains (losses) through earnings

1,551,637

2,272,072

Loans, net

Residential mortgage loan warehouse facility

Fair value, with unrealized gains (losses) through earnings

70

980

Loans, net

Corporate debt, held for investment

Amortized cost

—

1,968,991

Total loans, net

1,551,707

4,242,043

Interests in MSR

Interest in net servicing cash flows

Fair value, with unrealized gains (losses) through earnings

—

69,316

Assets transferred or pledged to securitization vehicles

Agency mortgage-backed securities

Fair value, with unrealized gains (losses) through other comprehensive income

431,388

589,873

Assets transferred or pledged to securitization vehicles

Residential mortgage loans

Fair value, with unrealized gains (losses) through earnings

8,770,626

5,496,435

Total assets transferred or pledged to securitization vehicles

9,202,014

6,086,308

Liabilities

Repurchase agreements

Repurchase agreements

Amortized cost

54,160,731

54,769,643

Other secured financing

Loans

Amortized cost

250,000

903,255

Debt issued by securitization vehicles

Securities

Fair value, with unrealized gains (losses) through earnings

7,844,518

5,155,633

Participations issued

Participations issued

Fair value, with unrealized gains (losses) through earnings

745,729

1,049,066

(1) Receivable for unsettled trades, Principal and interest receivable, Payable for unsettled trades, Interest payable and Dividends payable are accounted for at cost. Interests in MSR are considered financial assets whereas directly held MSR are servicing assets or obligations. (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. 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. 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.

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Item 1. Financial Statements

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. For the nine months ended September 30, 2021, the Company recognized a $0.4 million impairment on a commercial mortgage-backed security that was sold subsequently in 2021.

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 represents a rollforward of the activity for the Company’s securities, excluding securities transferred or pledged to securitization vehicles, for the nine months ended September 30, 2022:

			Agency Securities						Residential Credit Securities						Commercial Securities						Total
			(dollars in thousands)
Beginning balance January 1, 2022			$	60,525,605					$	2,599,564					$	530,505					$	63,655,674
Purchases			37,900,732						1,655,685						247,746						39,804,163
Sales and transfers			(20,616,137)						(377,648)						(169,224)						(21,163,009)
Principal paydowns			(7,343,579)						(444,738)						(3,514)						(7,791,831)
(Amortization) / accretion			(12,815)						4,662						425						(7,728)
Fair value adjustment			(7,416,565)						(223,913)						(17,438)						(7,657,916)
Ending balance September 30, 2022			$	63,037,241					$	3,213,612					$	588,500					$	66,839,353

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

The following tables present the Company’s securities portfolio, excluding securities transferred or pledged to securitization vehicles, that were carried at their fair value at September 30, 2022 and December 31, 2021:

			September 30, 2022
			Principal / Notional						Remaining Premium						Remaining Discount						Amortized Cost						Unrealized Gains						Unrealized Losses						Estimated Fair Value
Agency			(dollars in thousands)
Fixed-rate pass-through			$	65,429,709					$	2,561,532					$	(727,852)					$	67,263,389					$	7,680					$	(6,289,954)					$	60,981,115
Adjustable-rate pass-through			243,262						14,340						(98)						257,504						3,738						(11,738)						249,504
CMO			103,521						1,795						—						105,316						—						(12,996)						92,320
Interest-only			1,576,498						400,101						—						400,101						259						(227,515)						172,845
Multifamily(1)			8,610,998						301,545						(1,045)						1,664,017						—						(151,917)						1,512,100
Reverse mortgages			29,090						3,368						—						32,458						—						(3,101)						29,357
Total agency securities			$	75,993,078					$	3,282,681					$	(728,995)					$	69,722,785					$	11,677					$	(6,697,221)					$	63,037,241
Residential credit
Credit risk transfer (2)			$	1,100,944					$	7,170					$	(4,385)					$	1,103,729					$	900					$	(47,723)					$	1,056,906
Alt-A			145,718						31						(20,012)						125,737						1,731						(9,624)						117,844
Prime (3)			2,038,622						21,762						(25,159)						300,186						5,440						(42,791)						262,835
Subprime			206,413						207						(19,387)						187,233						3,242						(12,656)						177,819
NPL/RPL			1,456,013						1,695						(15,580)						1,442,128						—						(58,640)						1,383,488
Prime jumbo (>=2010 vintage) (4)			2,165,973						17,327						(29,512)						254,297						2,114						(41,691)						214,720
Total residential credit securities			$	7,113,683					$	48,192					$	(114,035)					$	3,413,310					$	13,427					$	(213,125)					$	3,213,612
Total Residential Securities			$	83,106,761					$	3,330,873					$	(843,030)					$	73,136,095					$	25,104					$	(6,910,346)					$	66,250,853
Commercial
Commercial Securities			$	611,581					$	—					$	(3,205)					$	608,376					$	—					$	(19,876)					$	588,500
Total securities			$	83,718,342					$	3,330,873					$	(846,235)					$	73,744,471					$	25,104					$	(6,930,222)					$	66,839,353
			December 31, 2021
			Principal / Notional						Remaining Premium						Remaining Discount						Amortized Cost						Unrealized Gains						Unrealized Losses						Estimated Fair Value
Agency			(dollars in thousands)
Fixed-rate pass-through			$	54,432,252					$	3,008,185					$	(18,314)					$	57,422,123					$	1,349,125					$	(474,643)					$	58,296,605
Adjustable-rate pass-through			305,211						1,965						(2,124)						305,052						16,223						(2)						321,273
CMO			114,533						1,888						—						116,421						5,277						—						121,698
Interest-only			1,912,415						456,683						—						456,683						428						(163,197)						293,914
Multifamily (1)			5,671,138						273,553						—						1,453,946						15,330						(16,563)						1,452,713
Reverse mortgages			36,807						3,550						—						40,357						—						(955)						39,402
Total agency investments			$	62,472,356					$	3,745,824					$	(20,438)					$	59,794,582					$	1,386,383					$	(655,360)					$	60,525,605
Residential credit
Credit risk transfer (2)			$	924,101					$	8,754					$	(1,176)					$	927,555					$	9,641					$	(968)					$	936,228
Alt-A			83,213						31						(17,133)						66,111						3,627						(251)						69,487
Prime (3)			323,062						9,841						(14,757)						268,117						10,853						(3,529)						275,441
Subprime			170,671						349						(16,111)						154,909						8,285						(118)						163,076
NPL/RPL			987,415						950						(1,698)						986,667						2,739						(5,968)						983,438
Prime jumbo (>=2010 vintage) (4)			299,783						5,680						(6,410)						172,598						4,272						(4,976)						171,894
Total residential credit securities			$	2,788,245					$	25,605					$	(57,285)					$	2,575,957					$	39,417					$	(15,810)					$	2,599,564
Total Residential Securities			$	65,260,601					$	3,771,429					$	(77,723)					$	62,370,539					$	1,425,800					$	(671,170)					$	63,125,169
Commercial
Commercial Securities			$	533,071					$	—					$	(127)					$	532,944					$	165					$	(2,604)					$	530,505
Total securities			$	65,793,672					$	3,771,429					$	(77,850)					$	62,903,483					$	1,425,965					$	(673,774)					$	63,655,674
(1) Principal/Notional amount includes $7.2 billion and $4.5 billion of Agency Multifamily interest-only securities as of September 30, 2022 and December 31, 2021, respectively. (2) Principal/Notional amount includes $0.0 million and $4.1 million of a CRT interest-only security as of September 30, 2022 and December 31, 2021, respectively. (3) Principal/Notional amount includes $1.7 billion and $50.0 million of Prime interest-only securities as of September 30, 2022 and December 31, 2021, respectively. (4) Principal/Notional amount includes $1.9 billion and $126.5 million of Prime Jumbo interest-only securities as of September 30, 2022 and December 31, 2021, 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, excluding securities transferred or pledged to securitization vehicles, by issuing Agency at September 30, 2022 and December 31, 2021: 

			September 30, 2022						December 31, 2021
Investment Type			(dollars in thousands)
Fannie Mae			$	54,755,114					$	48,404,991
Freddie Mac			8,222,761						10,880,033
Ginnie Mae			59,366						1,240,581
Total			$	63,037,241					$	60,525,605

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, excluding securities transferred or pledged to securitization vehicles, at September 30, 2022 and December 31, 2021, according to their estimated weighted average life classifications:

			September 30, 2022												December 31, 2021
			Estimated Fair Value						Amortized Cost						Estimated Fair Value						Amortized Cost
Estimated weighted average life			(dollars in thousands)
Less than one year			$	284,752					$	290,114					$	253,129					$	250,689
Greater than one year through five years			3,324,677						3,524,087						16,155,017						15,766,307
Greater than five years through ten years			53,054,872						58,412,350						45,470,212						45,102,607
Greater than ten years			9,586,552						10,909,544						1,246,811						1,250,936
Total			$	66,250,853					$	73,136,095					$	63,125,169					$	62,370,539

The estimated weighted average lives of the Residential Securities at September 30, 2022 and December 31, 2021 in the table above are based upon projected principal prepayment rates. The actual weighted average lives of the Residential Securities could be longer or shorter than projected.

The following table presents the gross unrealized losses and estimated fair value of the Company’s Agency mortgage-backed securities, accounted for as available-for-sale where the fair value option has not been elected, by length of time that such securities have been in a continuous unrealized loss position at September 30, 2022 and December 31, 2021.

			September 30, 2022																		December 31, 2021
			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			$	38,312,990					$	(4,825,625)					2,722						$	22,828,156					$	(475,064)					571
12 Months or more			2,505,823						(587,391)						137						383,815						(10,960)						19
Total			$	40,818,813					$	(5,413,016)					2,859						$	23,211,971					$	(486,024)					590
(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 and nine months ended September 30, 2022, the Company disposed of $11.6 billion and $21.0 billion of Residential Securities, respectively. During the three and nine months ended September 30, 2021, the Company disposed of $4.8 billion and $11.1 billion of Residential Securities, respectively. The following table presents the Company’s net gains (losses) from the disposal of Residential Securities for the three and nine months ended September 30, 2022 and 2021.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

			Gross Realized Gains						Gross Realized Losses						Net Realized Gains (Losses)
For the three months ended			(dollars in thousands)
September 30, 2022			$	17,324					$	(1,491,325)					$	(1,474,001)
September 30, 2021			$	30,368					$	(3,636)					$	26,732
For the nine months ended
September 30, 2022			$	46,152					$	(2,321,940)					$	(2,275,788)
September 30, 2021			$	87,499					$	(86,657)					$	842

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 and loan warehouse facilities, as of September 30, 2022 and December 31, 2021, the Company reported $1.6 billion and $2.3 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. If loans are held for sale and the fair value option was not elected, they are accounted for at the lower of cost or fair value. Any origination fees and costs or purchase premiums or discounts are deferred and recognized upon sale. The Company determines the fair value of loans held for sale on an individual loan basis. The carrying value of the Company’s residential loans held for sale was $1.4 million and $2.3 million at September 30, 2022 and December 31, 2021, respectively.

Allowance for Losses – The Company evaluates the need for a loss reserve on each of its loans classified as held-for-investment, which primarily include corporate debt, where the fair value option is not elected. Allowance for loan losses are written off in the period the loans are deemed uncollectible.

Given the unique nature of each underlying borrower and any collateral, the Company assesses an allowance for each individual loan held for investment. An allowance is established at origination or acquisition that reflects management’s estimate of the total expected credit loss over the expected life of the loan. In estimating the lifetime expected credit losses, management utilizes a probability of default and loss given default methodology (“Loss Given Default methodology”), which considers projected economic conditions over the reasonable and supportable forecast period. The forecast incorporates primarily market-based assumptions including, but not limited to, forward interest rate curves, unemployment rate estimates and certain indexes sourced from third party vendors. For any remaining period of the expected life of the loan after the reasonable and supportable period, the Company reverts to historical losses on a straight-line basis. Management uses third party vendors’ loan pool data for loans with similar risk characteristics to estimate historical losses given the limited loss history of the Company’s loan portfolio. Changes in the lifetime expected credit loss are reflected in Loan loss (provision) reversal in the Consolidated Statements of Comprehensive Income (Loss). For loans experiencing credit deterioration, the Company may use a different methodology to determine the expected credit losses such as a discounted cash flow analysis.

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

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

The Company recorded net loan loss (provisions) reversals of $1.6 million and $27.9 million for the three and nine months ended September 30, 2022, respectively. The Company recorded net loan loss (provisions) reversals of $6.1 million and $145.3

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

million for the three and nine months ended September 30, 2021, respectively. As of September 30, 2022 and December 31, 2021, the Company’s loan loss allowance was $0.0 million and $27.9 million, respectively.

The following table presents the activity of the Company’s loan investments, excluding loans transferred or pledged to securitization vehicles and loan warehouse facilities, for the nine months ended September 30, 2022:

			Residential												Corporate Debt												Total
			(dollars in thousands)
Beginning balance January 1, 2022			$	2,272,072											$	1,968,991											$	4,241,063
Purchases / originations			5,008,390												185,269												5,193,659
Sales and transfers (1)			(5,470,437)												(1,902,444)												(7,372,881)
Principal payments			(86,329)												(231,190)												(317,519)
Gains / (losses) (2)			(166,111)												(23,320)												(189,431)
(Amortization) / accretion			(5,948)												2,694												(3,254)
Ending balance September 30, 2022			$	1,551,637											$	—											$	1,551,637
(1) Includes securitizations, syndications, transfers to securitization vehicles and corporate debt transfers to assets of disposal group held for sale and other assets. Includes transfer of residential loans to securitization vehicles with a carrying value of $5.5 billion during the nine months ended September 30, 2022. (2) Includes loan loss allowances.

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 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 and excluding loan warehouse facilities, at September 30, 2022 and December 31, 2021:

			September 30, 2022			December 31, 2021
			(dollars in thousands)
Fair value			$	10,322,263		$	7,768,507
Unpaid principal balance			$	11,469,486		$	7,535,855

The following table provides information regarding the line items and amounts recognized in the Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2022 and 2021 for these investments, excluding loan warehouse facilities:

			For the Three Months Ended												For the Nine Months Ended
			September 30, 2022						September 30, 2021						September 30, 2022						September 30, 2021
			(dollars in thousands)
Interest income			$	109,973					$	45,799					$	275,083					$	121,871
Net gains (losses) on disposal of investments (1)			1,103						(7,154)						(11,555)						(34,095)
Net unrealized gains (losses) on instruments measured at fair value through earnings (1)			(541,771)						12,525						(1,281,501)						49,436
Total included in net income (loss)			$	(430,695)					$	51,170					$	(1,017,973)					$	137,212
(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 September 30, 2022 and December 31, 2021 for the residential mortgage loans, including loans transferred or pledged to securitization vehicles:

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

Geographic Concentrations of Residential Mortgage Loans

September 30, 2022

December 31, 2021

Property location

% of Balance

Property location

% of Balance

California

46.1%

California

50.2%

New York

10.2%

New York

10.9%

Florida

8.1%

Florida

6.1%

All other (none individually greater than 5%)

35.6%

All other (none individually greater than 5%)

32.8%

Total

100.0%

100.0%

The following table provides additional data on the Company’s residential mortgage loans, including loans transferred or pledged to securitization vehicles, at September 30, 2022 and December 31, 2021:

			September 30, 2022												December 31, 2021
			Portfolio Range						Portfolio Weighted Average						Portfolio Range						Portfolio Weighted Average
			(dollars in thousands)
Unpaid principal balance			$2 - $4,396						$501						$1 - $4,382						$513
Interest rate			2.00% - 15.00%						4.41%						0.75% - 9.24%						4.04%
Maturity			7/1/2029 - 9/1/2062						8/29/2051						7/1/2029 - 12/1/2061						12/22/2050
FICO score at loan origination			588 - 831						760						604 - 831						762
Loan-to-value ratio at loan origination			5% - 100%						67%						8% - 103%						66%

At September 30, 2022 and December 31, 2021, approximately 11% and 16%, respectively, of the carrying value of the Company’s residential mortgage loans, including loans transferred or pledged to securitization vehicles, were adjustable-rate.

The Company participates in an arrangement that provides a residential mortgage loan warehouse facility to a third-party originator. The Company has elected to apply the fair value option to this lending facility in order to simplify the accounting and keep the accounting consistent with other residential credit financial instruments with similar characteristics. At September 30, 2022 and December 31, 2021, the fair value and carrying value of this warehouse facility was $0.1 million and $1.0 million, respectively, and reported as Loans, net in the Consolidated Statements of Financial Condition. As of September 30, 2022, the lending facility was not on nonaccrual status nor past due.

Commercial

As of December 31, 2021, commercial real estate loans were reported in Assets of disposal group held for sale in the Consolidated Statements of Financial Condition and classified as held for sale. Refer to the “Sale of Commercial Real Estate Business” Note for additional information on the transaction.

Corporate Debt

In April 2022, the Company entered into a definitive agreement to sell substantially all of the corporate loan interests held by the MML business operated by the Company, as well as assets managed for third parties (collectively, the “MML Portfolio”), to Ares Capital Management LLC (“Ares”). The vast majority of these assets were legally transferred to Ares at the end of the third quarter and the remaining assets are expected to be transferred by the end of the fourth quarter of 2022. Refer to the “Sale of Middle Market Lending Portfolio” Note for additional information on the transaction.

7. MORTGAGE SERVICING RIGHTS

The Company owns variable interests in entities that invest in MSR and Interests in MSR. Refer to the “Variable Interest Entities” Note for a detailed discussion on this topic.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

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).

Interests in MSR represent agreements to purchase all, or a component of, net servicing cash flows. A third party acts as a master servicer for the loans providing the net servicing cash flows represented by the Interests in MSR. The Company accounts for its Interests in MSR at fair value with change in fair value presented in Net gains (losses) on investments and other in the Consolidated Statements of Comprehensive Income (Loss). Cash flows received for Interests in MSR are recorded in Other, net in the Consolidated Statements of Comprehensive Income (Loss).

The following tables present activity related to MSR and Interests in MSR for the three and nine months ended September 30, 2022 and 2021:  

Mortgage Servicing Rights			Three Months Ended												Nine Months Ended
			September 30, 2022						September 30, 2021						September 30, 2022						September 30, 2021
			(dollars in thousands)
Fair value, beginning of period			$	1,421,420					$	202,616					$	544,562					$	100,895
Purchases (1)			182,784						312,327						866,767						411,309
Transfers (2)			82,650						—						82,650						—
Sales			—						—						(9,076)						(376)
Change in fair value due to:
Changes in valuation inputs or assumptions (3)			43,274						76,107						281,843						108,403
Other changes, including realization of expected cash flows			(24,874)						(18,791)						(61,492)						(47,972)
Fair value, end of period			$	1,705,254					$	572,259					$	1,705,254					$	572,259
(1) Includes adjustments to original purchase price from early payoffs, defaults, or loans that were delivered but were deemed to not be acceptable. (2) Transfers from Interests in MSR - Refer to the “Variable Interest Entities” Note for additional information. (3) Principally represents changes in discount rates and prepayment speed inputs used in valuation model, primarily due to changes in interest rates.

Interests in MSR			Three Months Ended												Nine Months Ended
			September 30, 2022						September 30, 2021						September 30, 2022						September 30, 2021
			(dollars in thousands)
Beginning balance			$	83,622					$	49,035					$	69,316					$	—
Purchases (1)			—						5,936						4,860						53,034
Transfers (2)			(82,650)						—						(82,650)						—
Gain (loss) included in net income			(972)						2,559						8,474						4,496
Ending balance September 30, 2022			$	—					$	57,530					$	—					$	57,530
(1) Includes adjustments to original purchase price from early payoffs, defaults, or loans that were delivered but were deemed to not be acceptable. (2) Transfers to MSR - Refer to the “Variable Interest Entities” Note for additional information

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

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 $1.1 billion at September 30, 2022. 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.

Multifamily Securitization

In March 2020, the Company repackaged Fannie Mae guaranteed multifamily mortgage-backed securities with a principal cut-off balance of $0.5 billion and retained interest-only securities with a notional balance of $0.5 billion. At the inception of this arrangement, the Company determined that it was the primary beneficiary based upon its involvement in the design of this VIE and through the retention of a significant variable interest in the VIE. The Company elected the fair value option for the financial liabilities of this VIE in order to simplify the accounting; however, the financial assets were not eligible for the fair value option as it was not elected at purchase.

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. See 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 which provide non-recourse financing to the Company that are collateralized by residential mortgage loans purchased by the Company. Residential securitizations closed during the year are included in the table below.

Securitization			Date of Closing			Face Value at Closing
						(dollars in thousands)
OBX 2022-NQM1			January 2022			$	556,696
OBX 2022-INV1			January 2022			$	377,275
OBX 2022-INV2			February 2022			$	466,686
OBX 2022-NQM2			February 2022			$	439,421
OBX 2022-INV3			March 2022			$	330,823
OBX 2022-NQM3			March 2022			$	315,843
OBX 2022-NQM4			May 2022			$	457,285
OBX 2022-J1			May 2022			$	389,334
OBX 2022-NQM5			June 2022			$	390,775
OBX 2022-INV4			June 2022			$	335,900
OBX 2022-NQM6			June 2022			$	387,913
OBX 2022-J2			August 2022			$	305,969
OBX 2022-NQM7			August 2022			$	358,931
OBX 2022-NQM8			September 2022			$	397,470

As of September 30, 2022 and December 31, 2021, a total carrying value of $7.4 billion and $4.6 billion, respectively, of bonds were held by third parties and the Company retained $1.0 billion and $780.8 million, respectively, of mortgage-backed securities, which were eliminated in consolidation. The Company is deemed to be the primary beneficiary and consolidates the OBX Trusts because it has power to direct the activities that most significantly impact the OBX Trusts’ performance and holds a variable interest that could be potentially significant to these VIEs. The Company has elected the fair value option for the financial assets and liabilities of these VIEs, but had not elected the practical expedient under ASU 2014-13 as prices of both the financial assets and financial liabilities of the residential mortgage trusts are available from third party pricing services. 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 its accounting and valuation processes. The liabilities of these securitization entities are deemed to be more observable and are used to measure the fair

17

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

value of the assets. The Company incurred $1.7 million and $2.2 million of costs during the three months ended September 30, 2022 and 2021, respectively, and $6.8 million and $4.0 million of costs during the nine months ended September 30, 2022 and 2021, 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 $8.6 billion and $4.6 billion at September 30, 2022 and December 31, 2021, respectively.

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

Credit Facility VIEs

In connection with the sale of substantially all of the assets that comprise the MML Portfolio, the credit facilities which provided financing for the Company’s corporate debt were paid-off and terminated during the three months ended June 30, 2022. Refer to the “Sale of Middle Market Lending Portfolio” Note for additional information on the transaction.

MSR VIEs

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

The Company owned variable interests in entities that invested in Interests in MSR. These entities were VIEs because they did not have sufficient equity at risk to finance their activities and the Company was the primary beneficiary because it had power to remove the decision makers with or without cause and held substantially all of the variable interests in the entities. During the quarter ended September 30, 2022, the Company terminated its contracts previously classified as Interests in MSR on its Consolidated Statements of Financial Condition and purchased the underlying mortgage servicing rights. As a result, consolidated VIEs holding the Interests in MSR and related assets and liabilities were liquidated. No gain or loss was recognized upon deconsolidation. The underlying mortgage servicing rights were initially recognized at fair value and subsequent changes in fair value are recognized in earnings. See the “Mortgage Servicing Rights” Note and “Fair Value Measurements” Note for further information regarding MSR.

The statements of financial condition of the Company’s VIEs, excluding the multifamily securitization, credit facility VIEs and OBX Trusts as the transfers of loans or securities did not meet the criteria to be accounted for as sales, that are reflected in the Company’s Consolidated Statements of Financial Condition at September 30, 2022 and December 31, 2021 are as follows:

September 30, 2022
			MSR VIEs
Assets
Cash and cash equivalents			$	3,533
Loans			1,378
Mortgage servicing rights			37
Interests in MSR			—
Other assets			4,068
Total assets			$	9,016
Liabilities
Payable for unsettled trades			$	2,152
Other liabilities			3,636
Total liabilities			$	5,788

 

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

December 31, 2021
			MSR VIEs
Assets
Cash and cash equivalents			$	16,187
Loans			2,347
Mortgage servicing rights			7,254
Interests in MSR			69,316
Other assets			10,406
Total assets			$	105,510
Liabilities
Payable for unsettled trades			$	1,911
Other liabilities			14,582
Total liabilities			$	16,493

 

Corporate Debt Funds

The Company managed parallel funds investing in senior secured first and second lien corporate loans (the “Fund Entities”). The Fund Entities were considered VIEs because the investors did not have substantive liquidation, kick-out or participating rights. The fees that the Company earned were not considered variable interests of the VIE. The Company was not the primary beneficiary of the Fund Entities and therefore did not consolidate the Fund Entities. The corporate loans in the Fund Entities were assets managed for third parties and were part of the MML Portfolio transferred to Ares during the three months ended June 30, 2022. Refer to the “Sale of Middle Market Lending Portfolio” Note for additional information on the transaction.

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 September 30, 2022 and December 31, 2021, the Company had outstanding participating interests in residential mortgage loans of $0.7 billion and $1.0 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. SALE OF COMMERCIAL REAL ESTATE BUSINESS

On March 25, 2021, the Company entered into a definitive agreement to sell substantially all of the assets that comprise its CRE business to Slate Asset Management L.P. and Slate Grocery REIT (together, “Slate”) for $2.33 billion. The transaction included equity interests, loan assets and associated liabilities, and CMBS (other than commercial CRTs). The Company also sold nearly all of the remaining CRE business assets that are not included in the transaction with Slate. Certain employees who primarily supported the CRE business joined Slate in connection with the sale. In connection with the execution of the definitive agreement to sell the CRE business, during the three months ended March 31, 2021, the Company performed an assessment of goodwill, which was related to the Company’s 2013 acquisition of CreXus Investment Corp., and recognized an impairment of $71.8 million. During the nine months ended September 30, 2021, the Company reported Business divestiture-related gains (losses) of ($262.0) million, in its Consolidated Statements of Comprehensive Income (Loss) which includes the aforementioned goodwill impairment as well as valuation adjustments resulting from classifying the CRE assets as held for sale and estimated transaction costs. As of September 30, 2022, the assets held for sale and the associated liabilities were transferred to Slate.

10. SALE OF MIDDLE MARKET LENDING PORTFOLIO

In April 2022, the Company entered into a definitive agreement to sell substantially all of the corporate loan interests held by the MML business operated by the Company, as well as assets managed for third parties (collectively, the “MML Portfolio”), to Ares Capital Management LLC (“Ares”) for $2.4 billion. The Company’s loans, having an unpaid principal balance of

19

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

$1.9 billion, were transferred to Ares for cash proceeds of $1.9 billion and a realized gain of $20.4 million was recorded during the nine months ended September 30, 2022. As of September 30, 2022, loans with an unpaid principal balance of $14.2 million were classified as held for sale pending receipt of required consents to assign the loans to Ares. The loans classified as held for sale are carried at lower of cost or fair value measured using the agreed upon sales price, which is considered to be Level 2 in the fair value measurement hierarchy. The nature of the Company’s continuing involvement with the transferred loans is primarily administrative, including providing customary representations and warranties regarding the transferred loans.

11. DERIVATIVE INSTRUMENTS

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

In connection with the Company’s investment/market rate risk management strategy, the Company economically hedges a portion of its interest rate risk by entering into derivative financial instrument contracts, which include interest rate swaps, swaptions and futures contracts. The Company may also enter into TBA derivatives, MBS options and U.S. Treasury or Eurodollar futures contracts, certain forward purchase commitments and credit derivatives to economically hedge its exposure to market risks. The purpose of using derivatives is to manage overall portfolio risk with the potential to generate additional income for distribution to stockholders. These derivatives are subject to changes in market values resulting from changes in interest rates, volatility, Agency mortgage-backed security spreads to U.S. Treasuries and market liquidity. The use of derivatives also creates exposure to credit risk relating to potential losses that could be recognized if the counterparties to these instruments fail to perform their obligations under the stated contract. Additionally, the Company may have to pledge cash or assets as collateral for the derivative transactions, the amount of which may vary based on the market value and terms of the derivative contract. In the case of market agreed coupon (“MAC”) interest rate swaps, the Company may make or receive a payment at the time of entering into such interest rate swaps, which represents fair value of these swaps, to compensate for the out of market nature of such interest rate swaps. Subsequent changes in fair value from inception of these interest rate swaps are reflected within 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 under such transactions. At September 30, 2022 and December 31, 2021, ($3.2) billion and ($0.4) 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 London Interbank Offered Rate (“LIBOR”), the overnight index swap rate or another index. Interest rate swap agreements may or may not be cleared through a derivatives clearing organization (“DCO”). Uncleared interest rate swaps are fair valued using internal pricing models and compared to the counterparty market values. Centrally cleared interest rate swaps, including MAC interest rate swaps, are generally fair valued using the DCO’s market values. If an interest rate swap is terminated, the realized gain (loss) on the interest rate swap would be equal to the difference between the cash received or paid and fair value.

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

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Item 1. Financial Statements

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.

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

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

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

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

The table below summarizes fair value information about our derivative assets and liabilities at September 30, 2022 and December 31, 2021:

Derivatives Instruments									September 30, 2022						December 31, 2021
Assets									(dollars in thousands)
Interest rate swaps									$	36,861					$	—
Interest rate swaptions									344,301						105,710
TBA derivatives									28,033						52,693
Futures contracts									1,539,298						9,028
Purchase commitments									1,037						1,779
Credit derivatives (1)									—						1,160
Total derivative assets									$	1,949,530					$	170,370
Liabilities
Interest rate swaps									$	108,071					$	747,036
TBA derivatives									635,652						3,916
Futures contracts									2,946						129,134
Purchase commitments									2,485						870
Credit derivatives (1)									15,381						581
Total derivative liabilities									$	764,535					$	881,537
(1) The maximum potential amount of future payments is the notional amount of credit derivatives in which the Company sold protection of $420.0 million and $400.0 million at September 30, 2022 and December 31, 2021, respectively, plus any coupon shortfalls on the underlying tranche. As of September 30, 2022 and December 31, 2021 the credit derivative tranches referencing the basket of bonds had a range of ratings between AAA and AA.

    

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Item 1. Financial Statements

The following table summarizes certain characteristics of the Company’s interest rate swaps at September 30, 2022 and December 31, 2021:

September 30, 2022
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			$	21,501,900					1.08		%				2.95		%				0.66
3 - 6 years			1,120,400						2.20		%				2.95		%				4.32
6 - 10 years			15,936,200						2.06		%				2.99		%				9.29
Greater than 10 years			2,309,000						3.49		%				2.89		%				23.18
Total / Weighted average			$	40,867,500					1.53		%				2.96		%				5.40
December 31, 2021
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			$	32,709,300					0.25		%				0.06		%				1.10
3 - 6 years			2,780,000						0.21		%				0.07		%				3.46
6 - 10 years			9,118,000						1.43		%				0.13		%				9.05
Greater than 10 years			1,300,000						4.04		%				0.11		%				18.70
Total / Weighted average			$	45,907,300					0.59		%				0.08		%				3.32
(1) As of September 30, 2022, 22%, 30% and 48% of the Company’s interest rate swaps were linked to LIBOR, the Federal funds rate and the Secured Overnight Financing Rate, respectively. As of December 31, 2021, 18%, 53% and 29% of the Company’s interest rate swaps were linked to LIBOR, the Federal funds rate and the Secured Overnight Financing Rate, respectively. (2) There were no forward starting swaps at September 30, 2022 and December 31, 2021. (3) At September 30, 2022 and December 31, 2021, 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 table summarizes certain characteristics of the Company’s swaptions at September 30, 2022 and December 31, 2021:

September 30, 2022
						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						$3,000,000						2.03%						3M LIBOR						8.71						14.56
Long receive						$750,000						1.57%						3M LIBOR						11.32						15.89
December 31, 2021
						Current Underlying Notional						Weighted Average Underlying Fixed Rate						Weighted Average Underlying Floating Rate						Weighted Average Underlying Years to Maturity						Weighted Average Months to Expiration
(dollars in thousands)
Long pay						$4,050,000						2.00%						3M LIBOR						9.65						19.50
Long receive						$2,000,000						1.47%						3M LIBOR						10.95						11.38

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Item 1. Financial Statements

The following table summarizes certain characteristics of the Company’s TBA derivatives at September 30, 2022 and December 31, 2021:

September 30, 2022
Purchase and sale contracts for derivative TBAs			Notional						Implied Cost Basis						Implied Market Value						Net Carrying Value
(dollars in thousands)
Purchase contracts			$	18,064,000					$	17,686,372					$	17,060,584					$	(625,788)
Sale contracts			(1,980,000)						(1,895,947)						(1,877,778)						18,169
Net TBA derivatives			$	16,084,000					$	15,790,425					$	15,182,806					$	(607,619)
December 31, 2021
Purchase and sale contracts for derivative TBAs			Notional						Implied Cost Basis						Implied Market Value						Net Carrying Value
(dollars in thousands)
Purchase contracts			$	20,133,000					$	20,289,856					$	20,338,633					$	48,777

The following table summarizes certain characteristics of the Company’s futures derivatives at September 30, 2022 and December 31, 2021: 

September 30, 2022
			Notional - Long Positions						Notional - Short Positions						Weighted Average Years to Maturity
			(dollars in thousands)
U.S. Treasury futures - 2 year			$	—					$	(17,391,000)					1.97
U.S. Treasury futures - 5 year			—						(6,503,400)						4.38
U.S. Treasury futures - 10 year and greater			—						(18,376,900)						7.40
Total			$	—					$	(42,271,300)					4.70
December 31, 2021
			Notional - Long Positions						Notional - Short Positions						Weighted Average Years to Maturity
			(dollars in thousands)
U.S. Treasury futures - 2 year			$	—					$	(7,509,200)					1.96
U.S. Treasury futures - 5 year			—						(5,644,900)						4.38
U.S. Treasury futures - 10 year and greater			—						(9,381,000)						6.84
Total			$	—					$	(22,535,100)					4.60

 

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Item 1. Financial Statements

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 our Consolidated Statements of Financial Condition at September 30, 2022 and December 31, 2021, respectively.

September 30, 2022
									Amounts Eligible for Offset
			Gross Amounts						Financial Instruments						Cash Collateral						Net Amounts
Assets			(dollars in thousands)
Interest rate swaps, at fair value			$	36,861					$	(26,666)					$	—					$	10,195
Interest rate swaptions, at fair value			344,301						—						—						344,301
TBA derivatives, at fair value			28,033						(9,864)						—						18,169
Futures contracts, at fair value			1,539,298						(2,946)						—						1,536,352
Purchase commitments			1,037						—						—						1,037
Liabilities
Interest rate swaps, at fair value			$	108,071					$	(26,666)					$	—					$	81,405
TBA derivatives, at fair value			635,652						(9,864)						—						625,788
Futures contracts, at fair value			2,946						(2,946)						—						—
Purchase commitments			2,485						—						—						2,485
Credit derivatives			15,381						—						(10,373)						5,008
December 31, 2021
									Amounts Eligible for Offset
			Gross Amounts						Financial Instruments						Cash Collateral						Net Amounts
Assets			(dollars in thousands)
Interest rate swaptions, at fair value			$	105,710					$	—					$	—					$	105,710
TBA derivatives, at fair value			52,693						(3,876)						—						48,817
Futures contracts, at fair value			9,028						(9,028)						—						—
Purchase commitments			1,779						—						—						1,779
Credit derivatives			1,160						(516)						—						644
Liabilities
Interest rate swaps, at fair value			$	747,036					$	—					$	(77,607)					$	669,429
TBA derivatives, at fair value			3,916						(3,876)						(40)						—
Futures contracts, at fair value			129,134						(9,028)						(120,106)						—
Purchase commitments			870						—						—						870
Credit derivatives			581						(516)						(65)						—

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)
September 30, 2022			$	141,110					$	(83,393)					$	1,251,350
September 30, 2021			$	(54,411)					$	(1,196,417)					$	1,380,946
For the nine months ended
September 30, 2022			$	79,561					$	(83,409)					$	3,472,326
September 30, 2021			$	(217,245)					$	(1,196,417)					$	2,012,141
(1) Included in Net gains (losses) on derivatives in the Consolidated Statements of Comprehensive Income (Loss).

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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 September 30, 2022
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			$	(430,528)					$	(577,156)					$	(1,007,684)
Net interest rate swaptions			(18,949)						30,610						11,661
Futures			611,661						1,197,942						1,809,603
Purchase commitments			—						(4,530)						(4,530)
Credit derivatives			1,105						(1,982)						(877)
Total															$	808,173

Three Months Ended September 30, 2021
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			$	155,569					$	(182,845)					$	(27,276)
Net interest rate swaptions			(24,265)						(44,602)						(68,867)
Futures			(229,534)						279,293						49,759
Purchase commitments			—						920						920
Credit derivatives			2,616						(2,320)						296
Total															$	(45,168)

Nine Months Ended September 30, 2022
Derivative Instruments			Realized Gain (Loss)						Unrealized Gain (Loss)						Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Other Derivatives
(dollars in thousands)
Net TBA derivatives			$	(2,250,909)					$	(656,394)					$	(2,907,303)
Net interest rate swaptions			(33,399)						272,668						239,269
Futures			2,332,338						1,656,458						3,988,796
Purchase commitments			—						(2,358)						(2,358)
Credit derivatives			2,539						(14,510)						(11,971)
Total															$	1,306,433

Nine Months Ended September 30, 2021
Derivative Instruments			Realized Gain (Loss)						Unrealized Gain (Loss)						Amount of Gain/(Loss) Recognized in Net Gains (Losses) on Other Derivatives
(dollars in thousands)
Net TBA derivatives			$	(122,275)					$	(249,847)					$	(372,122)
Net interest rate swaptions			(69,262)						28,528						(40,734)
Futures			250,013						218,527						468,540
Purchase commitments			—						1,389						1,389
Credit derivatives			7,024						8,634						15,658
Total															$	72,731

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

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Item 1. Financial Statements

Upon the occurrence of any one of items (i) through (iv), or another default under the agreement, the counterparty to the applicable agreement has a right to terminate the agreement in accordance with its provisions. The aggregate fair value of all derivative instruments with the aforementioned features were in a net asset position at September 30, 2022.

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

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

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

The fair value of commercial mortgage-backed securities classified as available-for-sale is determined based upon quoted prices of similar assets in recent market transactions and requires the application of judgment due to differences in the underlying collateral. Consequently, commercial real estate debt investments carried at fair value are classified as Level 2.

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

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Item 1. Financial Statements

The Company classifies its investments in MSR and Interests 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 and Interests in MSR require 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. There were no transfers between levels of the fair value hierarchy during the periods presented.

September 30, 2022
			Level 1						Level 2						Level 3						Total
Assets			(dollars in thousands)
Securities
Agency mortgage-backed securities			$	—					$	63,037,241					$	—					$	63,037,241
Credit risk transfer securities			—						1,056,906						—						1,056,906
Non-Agency mortgage-backed securities			—						2,156,706						—						2,156,706
Commercial mortgage-backed securities			—						588,500						—						588,500
Loans
Residential mortgage loans			—						1,551,637						—						1,551,637
Residential mortgage loan warehouse facility			—						70						—						70
Mortgage servicing rights			—						—						1,705,254						1,705,254
Assets transferred or pledged to securitization vehicles			—						9,202,014						—						9,202,014
Derivative assets
Interest rate swaps			—						36,861						—						36,861
Other derivatives			1,539,298						373,371						—						1,912,669
Total assets			$	1,539,298					$	78,003,306					$	1,705,254					$	81,247,858
Liabilities
Debt issued by securitization vehicles			—						7,844,518						—						7,844,518
Participations issued			—						745,729						—						745,729
Derivative liabilities
Interest rate swaps			—						108,071						—						108,071
Other derivatives			2,946						653,518						—						656,464
Total liabilities			$	2,946					$	9,351,836					$	—					$	9,354,782

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Item 1. Financial Statements

December 31, 2021
			Level 1						Level 2						Level 3						Total
Assets			(dollars in thousands)
Securities
Agency mortgage-backed securities			$	—					$	60,525,605					$	—					$	60,525,605
Credit risk transfer securities			—						936,228						—						936,228
Non-Agency mortgage-backed securities			—						1,663,336						—						1,663,336
Commercial mortgage-backed securities			—						530,505						—						530,505
Loans
Residential mortgage loans			—						2,272,072						—						2,272,072
Residential mortgage loan warehouse facility			—						980						—						980
Mortgage servicing rights			—						—						544,562						544,562
Interests in MSR			—						—						69,316						69,316
Assets transferred or pledged to securitization vehicles			—						6,086,308						—						6,086,308
Derivative assets
Other derivatives			9,028						161,342						—						170,370
Total assets			$	9,028					$	72,176,376					$	613,878					$	72,799,282
Liabilities
Debt issued by securitization vehicles			$	—					$	5,155,633					$	—					$	5,155,633
Participations issued			—						1,049,066						—						1,049,066
Derivative liabilities
Interest rate swaps			—						747,036						—						747,036
Other derivatives			129,134						5,367						—						134,501
Total liabilities			$	129,134					$	6,957,102					$	—					$	7,086,236

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

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

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

September 30, 2022

Unobservable Input (1) / Range (Weighted Average) (2)

Discount rate

Prepayment rate

Delinquency rate

Cost to service

MSR held directly

6.6% - 9.5% (8.7%)

4.8% - 8.0% (5.3%)

0.1% - 4.1% (0.9%)

$88 - $108 ($94)

			December 31, 2021
			Unobservable Input (1) / Range (Weighted Average) (2)
			Discount rate						Prepayment rate						Delinquency rate						Cost to service
MSR held directly			3.3% - 11.1% (7.0%)						7.3% - 15.9% (9.4%)						0.2% - 2.5% (1.2%)						$90 - $103 ($96)
Interests in MSR			8.4% - 8.4% (8.4%)						5.0% - 14.4% (9.1%)						0.0% - 0.2% (0.1%)						$78 - $84 ($81)
(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 September 30, 2022 and December 31, 2021.

									September 30, 2022												December 31, 2021
									Carrying Value						Fair Value						Carrying Value						Fair Value
Financial assets									(dollars in thousands)
Corporate debt, held for investment									$—						$—						$1,968,991						$1,986,379
Financial liabilities
Repurchase agreements									$54,160,731						$54,160,731						$54,769,643						$54,769,643
Other secured financing									250,000						250,000						903,255						903,255

 

Corporate debt, held for investment and corporate debt, held for sale are valued using Level 3 inputs. Refer to the “Sale of Middle Market Lending Portfolio” Note for additional information. 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.

13.  GOODWILL AND INTANGIBLE ASSETS

Goodwill

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

The Company tests goodwill for impairment on an annual basis or more frequently when events or circumstances may make it more likely than not that an impairment has occurred. If a qualitative analysis indicates that there may be an impairment, a quantitative analysis is performed. The quantitative impairment test for goodwill compares the fair value of a reporting unit with its carrying value, including goodwill. If the carrying value of a reporting unit exceeds its fair value, an impairment loss is recognized in amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. At September 30, 2022 and December 31, 2021, there was no goodwill balance. During the three months ended March 31, 2021, the Company recognized an impairment on goodwill in connection with the sale of the CRE business. Refer to the “Sale of Commercial Real Estate Business” Note for additional information.

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 nine months ended September 30, 2022.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

Intangible Assets, net
(dollars in thousands)
Balance at December 31, 2021			$	24,241
Impairment			(4,157)
Less: amortization expense			(2,647)
Balance at September 30, 2022			17,437

14. 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 securing 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 $54.2 billion and $54.8 billion of repurchase agreements with weighted average remaining maturities of 57 days and 52 days at September 30, 2022 and December 31, 2021, respectively. The Company has select arrangements with counterparties to enter into repurchase agreements for $1.8 billion with remaining capacity of $1.4 billion at September 30, 2022.

At September 30, 2022 and December 31, 2021, the repurchase agreements had the following remaining maturities, collateral types and weighted average rates: 

September 30, 2022
			Agency Mortgage-Backed Securities						CRTs						Non-Agency Mortgage-Backed Securities						Residential Mortgage Loans												Commercial Mortgage-Backed Securities												Total Repurchase Agreements						Weighted Average Rate
			(dollars in thousands)
1 day			$	—					$	—					$	—					$	—											$	—											$	—					—		%
2 to 29 days			22,837,664						345,111						563,625						33,718												8,987												23,789,105						2.95		%
30 to 59 days			12,483,618						48,414						337,489						—												271,913												13,141,434						3.04		%
60 to 89 days			183,316						148,422						632,694						—												133,049												1,097,481						3.72		%
90 to 119 days			2,738,922						201,027						203,162						89,021												59,938												3,292,070						3.12		%
Over 119 days (1)			11,869,882						57,660						532,704						319,229												61,166												12,840,641						3.36		%
Total			$	50,113,402					$	800,634					$	2,269,674					$	441,968											$	535,053											$	54,160,731					3.09		%

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

December 31, 2021
			Agency Mortgage-Backed Securities						CRTs						Non-Agency Mortgage-Backed Securities						Residential Mortgage Loans												Commercial Mortgage-Backed Securities												Total Repurchase Agreements						Weighted Average Rate
			(dollars in thousands)
1 day			$	—					$	—					$	—					$	—											$	—											$	—					—		%
2 to 29 days			26,435,408						133,525						246,707						—												197,834												27,013,474						0.14		%
30 to 59 days			9,743,872						38,854						270,377						159,350												—												10,212,453						0.19		%
60 to 89 days			6,021,850						4,071						351,426						—												—												6,377,347						0.17		%
90 to 119 days			4,812,345						—						12,573						—												—												4,824,918						0.15		%
Over 119 days (1)			5,711,448						—						96,283						345,651												188,069												6,341,451						0.27		%
Total			$	52,724,923					$	176,450					$	977,366					$	505,001											$	385,903											$	54,769,643					0.17		%
(1) Approximately 0% repurchase agreements had a remaining maturity over 1 year at September 30, 2022 and December 31, 2021.

The following table summarizes the gross amounts of reverse repurchase agreements and repurchase agreements, amounts offset in accordance with netting arrangements and net amounts of repurchase agreements and reverse repurchase agreements as presented in the Consolidated Statements of Financial Condition at September 30, 2022 and December 31, 2021. Refer to the “Derivative Instruments” Note for information related to the effect of netting arrangements on the Company’s derivative instruments.

			September 30, 2022												December 31, 2021
			Reverse Repurchase Agreements						Repurchase Agreements						Reverse Repurchase Agreements						Repurchase Agreements
			(dollars in thousands)
Gross amounts			$	—					$	54,160,731					$	—					$	54,769,643
Amounts offset			—						—						—						—
Netted amounts			$	—					$	54,160,731					$	—					$	54,769,643

Other Secured Financing - As of September 30, 2022, the Company had a $250 million committed credit facility and a $250 million incremental facility provision to finance a portion of its MSR portfolio. Outstanding borrowings under this facility as of September 30, 2022 totaled $250.0 million with maturities ranging between one to three years. The weighted average rate of the advances was 5.81% as of September 30, 2022. 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, 2021.

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 $57.2 billion and $199.1 million, respectively, at September 30, 2022 and $59.2 billion and $160.8 million, respectively, at December 31, 2021.

15. CAPITAL STOCK

(A)    Common Stock

The following table provides a summary of the Company’s common shares authorized, and issued and outstanding at September 30, 2022 and December 31, 2021.

Shares authorized

Shares issued and outstanding

September 30, 2022

December 31, 2021

September 30, 2022

December 31, 2021

Par Value

Common stock

2,936,500,000

2,936,500,000

467,911,144

364,934,065

$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

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

through December 31, 2024 (the “Current Share Repurchase Program”). The Current Share Repurchase Program replaced the Prior Share Repurchase Program. During the three and nine months ended September 30, 2022 and 2021, no shares were purchased under the Current Share Repurchase Program or Prior Share Repurchase Program.

During the three months ended September 30, 2022, the Company closed the public offering of an original issuance of 25 million shares of common stock for proceeds of $665.0 million before deducting offering expenses. During the the nine months ended September 30, 2022, the Company closed two public offerings for an aggregate original issuance of 50 million shares of common stock for aggregate proceeds of $1.31 billion before deducting offering expenses. In connection with each offering, the Company granted the underwriters a thirty-day option to purchase up to an additional 3.75 million shares of common stock, which the underwriters exercised in full in both instances, resulting in an additional $99.8 million and $196.5 million in proceeds before deducting offering expenses for the three and nine months ended September 30, 2022, respectively. The stock offerings conducted during the three and nine months ended September 30, 2022 were completed prior to the Reverse Stock Split and the foregoing share amounts have been retroactively adjusted to reflect the effects thereof.

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, collectively, the “Sales Agreements”) with each of RBC Capital Markets, LLC, Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, Keefe, Bruyette & Woods, Inc., J.P. Morgan Securities 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 and nine months ended September 30, 2022, under the at-the-market sales program, the Company issued 36.8 million shares for proceeds of $913.9 million and 45.2 million shares for proceeds of $1.1 billion, respectively, each net of commissions and fees. During the three and nine months ended September 30, 2021, under the at-the-market sales program, the Company issued 1.4 million shares for proceeds of $49.0 million and 12.8 million shares for proceeds of $469.5 million, respectively, each net of commissions and fees. The foregoing share amounts have been retroactively adjusted to reflect the effects of the Reverse Stock Split.

(B)    Preferred Stock

The following is a summary of the Company’s cumulative redeemable preferred stock outstanding at September 30, 2022 and December 31, 2021. In the event of a liquidation or dissolution of the Company, the Company’s then outstanding preferred stock takes precedence over the Company’s common stock with respect to payment of dividends and the distribution of assets.

			Shares Authorized												Shares Issued And Outstanding												Carrying Value									Contractual Rate			Earliest Redemption Date (1)			Date At Which Dividend Rate Becomes Floating			Floating Annual Rate
			September 30, 2022						December 31, 2021						September 30, 2022						December 31, 2021						September 30, 2022						December 31, 2021
Fixed-to-floating rate
Series F			28,800,000						28,800,000						28,800,000						28,800,000						696,910						696,910			6.95%			9/30/2022			9/30/2022			3M LIBOR + 4.993%
Series G			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 LIBOR + 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 LIBOR + 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.

Each series of preferred stock has a par value of $0.01 per share and a liquidation and redemption price of $25.00, plus accrued and unpaid dividends through their redemption date. Through September 30, 2022, 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.

(C)    Distributions to Stockholders

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

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

			For the Three Months Ended												For the Nine Months Ended
			September 30, 2022						September 30, 2021						September 30, 2022						September 30, 2021
			(dollars in thousands, except per share data)
Dividends and dividend equivalents declared on common stock and share-based awards			$	413,150					$	319,768					$	1,090,814					$	946,648
Distributions declared per common share			$	0.88					$	0.88					$	2.64					$	2.64
Distributions paid to common stockholders after period end			$	411,762					$	318,986					$	411,762					$	318,986
Distributions paid per common share after period end			$	0.88					$	0.88					$	0.88					$	0.88
Date of distributions paid to common stockholders after period end			October 31, 2022						October 29, 2021						October 31, 2022						October 29, 2021
Dividends declared to series F preferred stockholders			$	12,510					$	12,510					$	37,530					$	37,530
Dividends declared per share of series F preferred stock			$	0.434					$	0.434					$	1.303					$	1.303
Dividends declared to series G preferred stockholders			$	6,906					$	6,906					$	20,718					$	20,718
Dividends declared per share of series G preferred stock			$	0.406					$	0.406					$	1.219					$	1.219
Dividends declared to series I preferred stockholders			$	7,467					$	7,467					$	22,401					$	22,401
Dividends declared per share of series I preferred stock			$	0.422					$	0.422					$	1.266					$	1.266

16.  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.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

The following presents the components of the Company’s interest income and interest expense for the three and nine months ended September 30, 2022 and September 30, 2021.

			For the Three Months Ended September 30,												For the Nine Months Ended September 30,
			2022						2021						2022						2021
Interest income			(dollars in thousands)
Agency securities			$	517,528					$	299,898					$	1,537,614					$	1,183,353
Residential credit securities			41,388						20,774						93,547						57,231
Residential mortgage loans (1)			109,977						45,801						275,113						121,873
Commercial investment portfolio (1) (2)			8,853						46,494						72,711						197,758
Reverse repurchase agreements			742						5						968						41
Total interest income			$	678,488					$	412,972					$	1,979,953					$	1,560,256
Interest expense
Repurchase agreements			324,573						22,397						457,060						94,122
Debt issued by securitization vehicles			64,593						18,740						149,521						68,232
Participations issued			9,727						2,578						24,958						4,914
Other			1,598						6,723						14,349						20,190
Total interest expense			400,491						50,438						645,888						187,458
Net interest income			$	277,997					$	362,534					$	1,334,065					$	1,372,798
(1) Includes assets transferred or pledged to securitization vehicles. (2) Includes commercial real estate debt and preferred equity and corporate debt.

17.  NET INCOME (LOSS) PER COMMON SHARE

The following table presents a reconciliation of net income (loss) and shares used in calculating basic and diluted net income (loss) per share for the three and nine months ended September 30, 2022 and September 30, 2021.

			For the Three Months Ended												For the Nine Months Ended
			September 30, 2022						September 30, 2021						September 30, 2022						September 30, 2021
			(dollars in thousands, except per share data)
Net income (loss)			$	(273,977)					$	521,534					$	2,613,234					$	1,977,820
Net income (loss) attributable to noncontrolling interests			1,287						2,290						(453)						3,405
Net income (loss) attributable to Annaly			(275,264)						519,244						2,613,687						1,974,415
Dividends on preferred stock			26,883						26,883						80,649						80,649
Net income (loss) available (related) to common stockholders			$	(302,147)					$	492,361					$	2,533,038					$	1,893,766
Weighted average shares of common stock outstanding-basic			429,858,876						361,328,979						392,172,655						354,606,052
Add: Effect of stock awards, if dilutive			—						260,488						272,379						269,499
Weighted average shares of common  stock outstanding-diluted			429,858,876						361,589,467						392,445,034						354,875,551
Net income (loss) per share available (related) to common share
Basic			$	(0.70)					$	1.36					$	6.46					$	5.34
Diluted			$	(0.70)					$	1.36					$	6.45					$	5.34

The computations of diluted net income (loss) per share available (related) to common share for the three and nine months ended September 30, 2022 excludes 1.4 million and 0.7 million, respectively, of potentially dilutive restricted and performance stock units because their effect would have been anti-dilutive.

18.  INCOME TAXES

For the three months ended September 30, 2022 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.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

To the extent there is any undistributed REIT taxable income at the end of a year, the Company distributes such shortfall within the next year as permitted by the Code.

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

The provisions of ASC 740, Income Taxes (“ASC 740”), clarify the accounting for uncertainty in income taxes recognized in financial statements and prescribe a recognition threshold and measurement attribute for uncertain tax positions taken or expected to be taken on a tax return. ASC 740 also requires that interest and penalties related to unrecognized tax benefits be recognized in the financial statements. The Company does not have any unrecognized tax benefits that would affect its financial position. Thus, no accruals for penalties and interest were deemed necessary at September 30, 2022 and December 31, 2021.

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

During the three and nine months ended September 30, 2022, the Company recorded ($4.3) million and $45.7 million, respectively, of income tax expense/(benefit) attributable to its TRSs. During the three and nine months ended September 30, 2021, the Company recorded ($6.8) million and ($2.0) million, respectively, of income tax benefit attributable to its TRSs. The Company’s federal, state and local tax returns from 2018 and forward remain open for examination.

19.  RISK MANAGEMENT

The primary risks to the Company are capital, 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, other non-Agency mortgage-backed securities and corporate debt. 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.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

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. 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.

20.  LEASE COMMITMENTS AND CONTINGENCIES

The Company’s operating leases are primarily comprised of corporate office leases with remaining lease terms of approximately three years and 5 years, respectively. 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 and nine months ended September 30, 2022 and 2021 was $0.8 million and $2.4 million, and $0.8 million and $2.5 million, respectively.

Supplemental information related to leases as of and for the nine months ended September 30, 2022 was as follows:

Operating Leases			Classification			September 30, 2022
Assets			(dollars in thousands)
Operating lease right-of-use assets			Other assets			$	9,591
Liabilities
Operating lease liabilities (1)			Other liabilities			$	12,137
Lease term and discount rate
Weighted average remaining lease term						3.2 years
Weighted average discount rate (1)						3.2%
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases						$	2,906
(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)
2022 (remaining)			$	965
2023			4,061
2024			4,107
2025			3,149
2026			262
Later years			291
Total lease payments			$	12,835
Less imputed interest			698
Present value of lease liabilities			$	12,137

Contingencies

From time to time, the Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material effect on the Company’s consolidated financial statements. There were no material contingencies at September 30, 2022 and December 31, 2021.

21.  ARCOLA REGULATORY REQUIREMENTS

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

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 1. Financial Statements

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

As a member of the Financial Industry Regulatory Authority (“FINRA”), Arcola is required to maintain a minimum net capital balance. At September 30, 2022, Arcola had a minimum net capital requirement of $0.3 million. Arcola consistently operates with capital in excess of its regulatory capital requirements. Arcola’s regulatory net capital as defined by SEC Rule 15c3-1 at September 30, 2022 was $513.8 million with excess net capital of $513.5 million.

22.  SUBSEQUENT EVENTS

In October 2022, the Company exercised the $250 million incremental facility provision for financing its MSR investments.

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.

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 the Company in its discretion and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The authorization does not obligate the Company to acquire any particular amount of Preferred Stock and the program may be suspended or discontinued at the Company’s discretion without prior notice.

On November 3, 2022, the Company entered into an Amendment No. 2 (collectively, the “Amendments”) to each of the separate Amended and Restated Distribution Agency Agreements, previously entered into on August 6, 2020 and amended by Amendment No. 1 to the Amended and Restated Distribution Agency Agreements on August 6, 2021 (collectively, the “Sales Agreements,” as amended by the Amendments, the “Amended Sales Agreements”), with each of J.P. Morgan Securities LLC, Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC (the “Sales Agents”). Under the terms of the Amended 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. Refer to Item 5 for additional information related to this increase to the at-the-market program.

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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,” “should,” “estimate,” “project,” “believe,” “expect,” “anticipate,” “continue,” or similar terms or variations on those terms or the negative of those terms. Actual results could differ materially from those set forth in forward-looking statements due to a variety of factors, including, but not limited to, risks and uncertainties related to the COVID-19 pandemic, including as related to adverse economic conditions on real estate-related assets and financing conditions (and our outlook for our business in light of these conditions, which is uncertain); changes in interest rates; changes in the yield curve; changes in prepayment rates; the availability of mortgage-backed securities and other securities for purchase; the availability of financing and, if available, the terms of any financing; changes in the market value of our assets; changes in business conditions and the general economy; operational risks or risk management failures by us or critical third parties, including cybersecurity incidents; our ability to grow our residential credit business; credit risks related to our investments in credit risk transfer securities, residential mortgage-backed securities, and related residential mortgage credit assets; risks related to investments in mortgage servicing rights (“MSR”); our ability to consummate any contemplated investment opportunities; changes in government regulations or policy affecting our business; our ability to maintain our qualification as a REIT for U.S. federal income tax purposes; and our ability to maintain our exemption from registration under the Investment Company Act. For a discussion of the risks and uncertainties which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” in our most recent annual report on Form 10-K and Item 1A “Risk Factors” in this quarterly report on Form 10-Q. We do not undertake, and specifically disclaim any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.

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

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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			40
Reverse Stock Split			40
Business Environment			40
Economic Environment			41
London Interbank Offered Rate (“LIBOR”) Transition			42
Income Tax Reform			42
Results of Operations			43
Net Income (Loss) Summary			44
Non-GAAP Financial Measures			46
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			46
Premium Amortization Expense			48
Economic Leverage and Economic Capital Ratios			48
Interest Income (excluding PAA), Economic Interest Expense and Economic Net Interest Income (excluding PAA)			50
Experienced and Projected Long-term CPR			50
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			51
Economic Interest Expense and Average Economic Cost of Interest Bearing Liabilities			52
Other Income (Loss)			53
General and Administrative Expenses			55
Return on Average Equity			55
Unrealized Gains and Losses - Available-for-Sale Investments			55
Financial Condition			56
Residential Securities			56
Contractual Obligations			59
Off-Balance Sheet Arrangements			59
Capital Management			59
Stockholders’ Equity			60
Capital Stock			60
Leverage and Capital			61
Risk Management			61
Risk Appetite			62
Governance			62
Description of Risks			63
Capital, Liquidity and Funding Risk Management			63
Funding			63
Excess Liquidity			65
Maturity Profile			66
Stress Testing			67
Liquidity Management Policies			67
Investment/Market Risk Management			67
Credit Risk Management			68
Counterparty Risk Management			69
Operational Risk Management			70
Compliance, Regulatory and Legal Risk Management			70
Critical Accounting Estimates			71
Valuation of Financial Instruments			71
Residential Securities			71
Residential Mortgage Loans			71
MSR			69
Interest Rate Swaps			72
Revenue Recognition			72
Consolidation of Variable Interest Entities			73
Use of Estimates			73
Glossary of Terms			74

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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.

Reverse Stock Split

On September 8, 2022, we announced that our Board of Directors had unanimously approved a reverse stock split of our common stock at a ratio of 1-for-4 (the “Reverse Stock Split”). The Reverse Stock Split was effective following the close of business on September 23, 2022 (the “Effective Time”). Accordingly, at the Effective Time, every four issued and outstanding shares of our common stock were converted into one share of our common stock. No fractional shares were issued in connection with the Reverse Stock Split. Instead, each stockholder that would have held fractional shares as a result of the Reverse Stock Split received cash in lieu of such fractional shares. The par value per share of our common stock remained unchanged at $0.01 per share after the Reverse Stock Split. Accordingly, for all historical periods presented, an amount equal to the par value of the reduced number of shares resulting from the Reverse Stock Split was reclassified from Common stock to Additional paid in capital in our Consolidated Statements of Financial Condition. All other references made to share or per share amounts in the accompanying consolidated financial statements and disclosures have also been retroactively adjusted, where applicable, to reflect the effects of the Reverse Stock Split.

Business Environment

As 2022 continues to be a historically challenging year, the third quarter (“Q3 2022”) saw broader fixed income markets underperform and mortgage spreads widen once again. Stubbornly elevated inflation readings, rapid Federal Reserve (“Fed”) interest rate hikes, tightening financial conditions, high volatility, geopolitical turmoil, and rising financial stability risks have weighed on markets. The total return for the Bloomberg U.S. Aggregate Bond Market index was negative 14.6% in the first three quarters of 2022, far worse than 1994 – the prior worst year in the history of the index – when the total return was negative 2.9%. In light of this difficult environment, we experienced a negative economic return of 11.7% during Q3 2022.

The Fed has signaled it is determined to keep tightening monetary policy until inflation returns to its target, a commitment that has been echoed by all Fed officials since Fed Chair Jerome Powell’s speech at the Federal Reserve Bank of Kansas City’s Economic Symposium in Jackson Hole, Wyoming at the end of August. This has caused a meaningful repricing of the Federal Funds Target Rate expectations. The repricing in monetary policy rates has led to a sharp selloff in interest rates and high levels of volatility as surprises in economic data have fueled expectations for an ever-higher monetary policy rate. In light of this volatility and price action, investor demand for fixed income products has been weak, particularly for Agency mortgage-backed securities (“Agency MBS”). Q3 2022 represents only the third quarter in the last ten years in which banks and mutual funds, the two largest holders of mortgage securities and loans, have reduced their Agency MBS holdings simultaneously.

In light of the sharp selloff in interest rates and widening in mortgage spreads, the Freddie Mac national survey mortgage rate rose to 6.70% as of September 30, 2022, more than doubling in 2022 and contributing to a sharp slowdown in housing market activity. Home price appreciation appears to have peaked and has begun to reverse in several cities, if not nationwide. Given significantly reduced mortgage affordability from high home prices and rapidly rising mortgage rates, we now expect the housing market to correct downward, potentially erasing the entire home price appreciation seen thus far this year by early to mid 2023. Although prices could fall significantly from their recent highs, we anticipate housing fundamentals could ultimately see help from the structural tailwinds of strong demographics and a shortage in construction over the last ten plus years. Slower housing activity should benefit the Agency MBS market primarily by reducing net supply, although we believe it should not be enough to have a material impact on our Residential Credit portfolio in the near-term. Homeowners have built up meaningful equity cushions, mortgage lending standards have been robust, and given low rates on existing mortgages, most homeowners with steady incomes are unlikely to default unless labor markets weaken considerably in coming months.

Despite the volatility in interest rate and mortgage markets, funding conditions have been stable. Agency MBS repurchase agreements (“repo”), residential credit financing, and MSR financing facilities remain readily available. Our financing rates have risen sharply but have been thus far commensurate with other short-term interest rates. While high volatility could drive an increase in repo haircuts, we have seen limited evidence of such a dynamic thus far. The favorable financing conditions

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

continue to be driven by the high balances of investor cash in short-term interest rate products, best seen by the elevated bank reserve balances and the near record Reverse Repo facility with the Fed. Notwithstanding the Fed balance sheet runoff reaching its steady-state run rate of up to $95 billion per month, financing conditions should remain accommodative as cash remains ample over the medium-term.

For much of this challenging year, we have remained focused on prudently managing our liquidity, leverage, and risk profile in the current environment. We continue to position ourselves defensively given sustained volatility and have robust liquidity with $6.1 billion in unencumbered assets, including $4.3 billion in cash and unencumbered Agency MBS. This represents over 50% of our equity as of September 30, 2022. During Q3 2022, we maintained our economic leverage around 6.5x until mid-September. However, in light of the sharp market selloff in the last two weeks of the Q3 2022, our leverage increased to end Q3 2022 at 7.1x. While we are comfortable with our current portfolio positioning, we would expect our leverage range to trend lower over the long term, reflective of our target capital allocation.

In terms of our portfolio mix, we modestly grew each of our three strategies with our total portfolio assets increasing to $86.2 billion in market value, up from $82.3 billion in the quarter prior. Starting with Agency, despite our capital allocation decreasing to 67% from 71% in the prior quarter, our overall Agency portfolio holdings grew by $3 billion in market value as we selectively deployed capital from our accretive equity raises.

Meanwhile, Residential Credit portfolio growth was focused on opportunistic additions of securities that are less susceptible to home price declines in light of deteriorating housing market fundamentals. Although we believe that our whole loan portfolio is well-positioned amidst further anticipated weakness in the sector, we have begun tightening our already stringent credit standards and expect the pace of securitizations to moderate in the near-term. Nevertheless, we remained the largest nonbank issuer of prime-jumbo and expanded credit MBS this quarter, pricing three residential whole loan securitizations totaling $1.1 billion in proceeds. This has largely been a result of our residential whole loan correspondent channel, which recently achieved over $2 billion in aggregated loans since its inception in April 2021.

Finally, we have now further scaled our MSR platform, having more than tripled our portfolio size year-over-year. The MSR portfolio benefits from stable cash flows in the current environment of low prepayments and helps hedge the risks of further slowdown in housing activity. We were active in the market during Q3 2022, growing our portfolio by nearly 10%. Though we were the second largest purchaser of MSR year-to-date through September 30, 2022, we expect to be measured with respect to future growth considerate of the sector’s relative attractiveness and our risk parameters.

Overall, we expect market challenges will persist in the near-term and expect to maintain a defensive posture until volatility subsides. While spreads across our investment strategies are historically attractive, we are focused on liquidity management and optionality in light of potential additional market turbulence in the near-term. When the market outlook improves, we expect to be well-positioned to take advantage of attractive opportunities across our three businesses.

Economic Environment

The pace of economic growth rebounded in Q3 2022 relative to the quarterly pace seen in the first half of 2022, with U.S. gross domestic product (“GDP”) rising 2.6 percent on a seasonally adjusted annualized rate. Growth improved as consumption and investment activity, outside of residential investment, remained robust, while inventories and net exports provided less of a drag on economic activity than in the first six months of the year.

According to the Bureau of Labor Statistics, seasonally adjusted total non-farm payroll employment rose by an average 372 thousand workers during Q3 2022. This is slightly above the 349 thousand workers added during the second quarter 2022. Overall, employment gains remain strong as the unemployment rate fell to 3.5% during Q3 2022. Meanwhile, U.S. job openings remain above historical levels. Wage growth, as measured by the year-over-year change in private sector average hourly earnings, slowed somewhat during the quarter, reading 5.0% in September compared to 5.2% in June 2022.

Inflation readings, as measured by the year-over-year changes in the Personal Consumption Expenditure Chain Price Index (“PCE”), remained meaningfully above the Fed’s 2% inflation target. The headline PCE measure increased by 6.2% year-over-year in September 2022. Meanwhile, the more stable core PCE measure, which excludes volatile food and energy prices, registered a 5.1% year-over-year increase. Prices remain meaningfully elevated, which is driven by continued strong demand for services, while goods prices have eased somewhat. Inflation pressures remain a major challenge for the United States and the broader global economy as price pressures have failed to ease thus far. While forecasts continue to see a slowdown in coming months, the degree of the slowdown remains very uncertain.

The Federal Open Market Committee (“FOMC”) conducts monetary policy with a dual mandate: to ensure full employment and stable prices. Given continued strong labor markets and significantly elevated inflation, the FOMC is aggressively tightening monetary policy in an attempt to meets its mandate. As such, the FOMC raised the Federal Funds Target Rate by 150 bps to the 3.00% - 3.25% range during the third quarter. It also signaled that additional rate increases of potentially similar magnitudes will be necessary in the coming months. Regarding its balance sheet, the FOMC transitioned to implement the full

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Item 2. Management’s Discussion and Analysis

aggregate pace of asset maturities of up to $95 billion per month across U.S. Treasuries and Agency MBS starting in September.

During Q3 2022, the 10-year U.S. Treasury rate continued to rise from 3.01% on June 30, 2022 to 3.83% on September 30, 2022. The mortgage basis, or the spread between the 30-year Agency MBS coupon and 10-year U.S. Treasury rate, widened further over the course of Q3 2022 to 185 basis points on September 30, 2022 and is now 137 basis points wider than at the end of the third quarter 2021. This widening continues to be driven by the meaningful tightening in monetary policy, elevated financial market volatility, and reduced investor demand for Agency MBS.

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

			September 30, 2022						December 31, 2021						September 30, 2021
30-Year mortgage current coupon			5.68%						2.07%						1.97%
Mortgage basis			185 bps						56 bps						48 bps
10-Year U.S. Treasury rate			3.83%						1.51%						1.49%
LIBOR
1-Month			3.14%						0.10%						0.08%
6-Month			4.23%						0.34%						0.16%
OIS SOFR Swaps
1-Month			3.05%						0.05%						0.05%
6-Month			4.00%						0.19%						0.05%

 

London Interbank Offered Rate (“LIBOR”) Transition

The United Kingdom Financial Conduct Authority (“FCA”), which regulates LIBOR, announced that all LIBOR tenors relevant to us will cease to be published or will no longer be representative after June 30, 2023. The FCA's announcement coincided with the announcement of LIBOR's administrator, the ICE Benchmark Administration Limited (“IBA”), indicating that, as a result of not having access to input data necessary to calculate LIBOR tenors relevant to us on a representative basis after June 30, 2023, IBA would have to cease publication of such LIBOR tenors immediately after the last publication on June 30, 2023. These announcements mean that any of our LIBOR-based borrowings that extend beyond June 30, 2023 will need to be converted to a replacement rate.

The firm has a plan facilitating an orderly conversion to alternative reference rates. The plan included steps to evaluate exposure; review contracts; assess impact to our business; process and technology and outline a communication strategy with shareholders; regulators and other stakeholders. As LIBOR cessation enters its final stages, we continue to remain on track with our transition plan, which requires different solutions depending on the underlying asset or liability. The U.S. federal government enacted a legislative solution for certain LIBOR contracts, which in some cases inserts fallback language into the contract or provides a determining party with a safe harbor from litigation. Under the legislation, the Board of Governors of the Federal Reserve is required to promulgate rules designating a SOFR-based rate and incorporating the statutory spread adjustments for each LIBOR tenor (which match the ARRC/ISDA spread adjustments, including the 1-year transition period for consumer loans) as the replacement rates for covered LIBOR contracts. The Federal Reserve has proposed (i) SOFR compounded in arrears for derivatives, using the same methodology as the ISDA protocol, (ii) CME Term SOFR for all other covered non-GSE cash products and (iii) a 30-day compounded SOFR average for certain GSE contracts, but the proposed rules are not yet final. When final rules are released, we will evaluate the impact of the the final rules on assets and liabilities covered by the legislation and continue to consider all available options with respect to our preferred stock, which include liability management actions such as tenders, calls, exchange offers, language amendments, changing the calculation agent, and/or allowing fallbacks to trigger. Some of these options fall within the safe harbor of the federal legislation. As of September 30, 2022, we had $1.5 billion of USD LIBOR-linked preferred stock that may remain outstanding beyond the June 30, 2023 cessation date.

Income Tax Reform

On August 16, 2022, tax legislation, informally known as the Inflation Reduction Act (the “IRA”), was enacted, and included several changes impacting U.S. federal income tax laws applicable to corporations. The components most relevant to our business are the imposition of a 1% excise tax on stock repurchases by publicly-traded corporations and a 15% corporate minimum tax (“CMT”) on GAAP financial statement income. However, the new legislation explicitly excludes REITs from the law and we do not expect the CMT to apply to our TRSs. In the event the application of the CMT were to be imposed on our

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

TRSs, we do not expect a material impact to our operations as it would simply affect the timing of the payment of income taxes already accrued.

While technical corrections or other amendments to the IRA or administrative guidance interpreting the IRA may be forthcoming, we continue to analyze the overall effects of the IRA to our operations, our industry and the economy in general.

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.

Beginning with the quarter ended March 31, 2022, in light of the continued growth of our mortgage servicing rights portfolio, we enhanced our financial disclosures by separately reporting servicing income and servicing expense in our Consolidated Statements of Comprehensive Income (Loss). Servicing income and servicing expense were previously included within Other income (loss). As a result of this change, prior periods have been adjusted to conform to the current presentation.

In addition, beginning with the quarter ended March 31, 2022, we consolidated certain line items in our Consolidated Statements of Comprehensive Income (Loss) in an effort to streamline and simplify its financial presentation. Amounts previously reported under Net interest component of interest rate swaps, Realized gains (losses) on termination or maturity of interest rate swaps, Unrealized gains (losses) on interest rate swaps and Net gains (losses) on other derivatives are combined into a single line item titled Net gains (losses) on derivatives. Similarly, amounts previously reported under Net gains (losses) on disposal of investments and other and Net unrealized gains (losses) on instruments measured at fair value through earnings are combined into a single line item titled Net gains (losses) on investments and other. As a result of these changes, prior periods have been adjusted to conform to the current presentation.

Earnings Available for Distribution (“EAD”), which is a non-GAAP financial measure intended to supplement our financial results computed in accordance with GAAP, 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 depreciation expense related to commercial real estate and 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 (“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.

Earnings Available for Distribution should not be considered a substitute for, or superior to, GAAP net income. Please refer to the “Non-GAAP Financial Measures” section for a detailed discussion of Earnings Available for Distribution.

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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 and nine months ended September 30, 2022 and 2021.

			As of and for the Three Months Ended September 30,												As of and for the Nine Months Ended September 30,
			2022						2021						2022						2021
			(dollars in thousands, except per share data)
Interest income			$	678,488					$	412,972					$	1,979,953					$	1,560,256
Interest expense			400,491						50,438						645,888						187,458
Net interest income			277,997						362,534						1,334,065						1,372,798
Servicing and related income			74,486						17,948						164,886						37,696
Servicing and related expense			7,780						3,012						17,486						7,912
Net servicing income			66,706						14,936						147,400						29,784
Other income (loss)			(585,069)						181,179						1,297,150						718,597
Less: Total general and administrative expenses			37,922						43,882						119,724						145,313
Income (loss) before income taxes			(278,288)						514,767						2,658,891						1,975,866
Income taxes			(4,311)						(6,767)						45,657						(1,954)
Net income (loss)			(273,977)						521,534						2,613,234						1,977,820
Less: Net income (loss) attributable to noncontrolling interests			1,287						2,290						(453)						3,405
Net income (loss) attributable to Annaly			(275,264)						519,244						2,613,687						1,974,415
Less: Dividends on preferred stock			26,883						26,883						80,649						80,649
Net income (loss) available (related) to common stockholders			$	(302,147)					$	492,361					$	2,533,038					$	1,893,766
Net income (loss) per share available (related) to common stockholders
Basic			$	(0.70)					$	1.36					$	6.46					$	5.34
Diluted			$	(0.70)					$	1.36					$	6.45					$	5.34
Weighted average number of common shares outstanding
Basic			429,858,876						361,328,979						392,172,655						354,606,052
Diluted			429,858,876						361,589,467						392,445,034						354,875,551
Other information
Investment portfolio at period-end			$	79,309,699					$	74,809,185					$	79,309,699					$	74,809,185
Average total assets			$	79,522,007					$	79,519,369					$	77,998,303					$	83,215,858
Average equity			$	11,020,728					$	13,678,522					$	11,678,888					$	13,861,609
GAAP leverage at period-end (1)			5.8:1						4.4:1						5.8:1						4.4:1
GAAP capital ratio at period-end (2)			12.8		%				17.9		%				12.8		%				17.9		%
Annualized return on average total assets			(1.38		%)				2.62		%				4.47		%				3.17		%
Annualized return on average equity			(9.94		%)				15.25		%				29.83		%				19.02		%
Net interest margin (3)			1.42		%				2.01		%				2.39		%				2.38		%
Average yield on interest earning assets (4)			3.47		%				2.29		%				3.55		%				2.70		%
Average GAAP cost of interest bearing liabilities (5)			2.38		%				0.32		%				1.36		%				0.37		%
Net interest spread			1.09		%				1.97		%				2.19		%				2.33		%
Weighted average experienced CPR for the period			9.8		%				23.1		%				13.8		%				24.5		%
Weighted average projected long-term CPR at period-end			7.6		%				12.7		%				7.6		%				12.7		%
Common stock book value per share			$	19.94					$	33.55					$	19.94					$	33.55
Non-GAAP metrics *
Interest income (excluding PAA)			$	633,074					$	473,698					$	1,627,502					$	1,560,019
Economic interest expense (5)			$	259,381					$	104,849					$	566,327					$	404,703
Economic net interest income (excluding PAA)			$	373,693					$	368,849					$	1,061,175					$	1,155,316
Premium amortization adjustment cost (benefit)			$	(45,414)					$	60,726					$	(352,451)					$	(237)
Earnings available for distribution (6)			$	480,696					$	437,471					$	1,402,129					$	1,328,348
Earnings available for distribution per average common share			$	1.06					$	1.14					$	3.37					$	3.52
Annualized EAD return on average equity (excluding PAA)			17.57		%				12.81		%				16.09		%				12.79		%
Economic leverage at period-end (1)			7.1:1						5.8:1						7.1:1						5.8:1
Economic capital ratio at period-end (2)			11.8		%				14.2		%				11.8		%				14.2		%
Net interest margin (excluding PAA) (3)			1.98		%				2.04		%				2.07		%				2.01		%
Average yield on interest earning assets (excluding PAA) (4)			3.24		%				2.63		%				2.92		%				2.70		%
Average economic cost of interest bearing liabilities (5)			1.54		%				0.66		%				1.19		%				0.79		%
Net interest spread (excluding PAA)			1.70		%				1.97		%				1.73		%				1.91		%

 

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

GAAP

Net income (loss) was ($274.0) million, which includes $1.3 million attributable to noncontrolling interests, or ($0.70) per average basic common share, for the three months ended September 30, 2022 compared to $521.5 million, which includes $2.3 million attributable to noncontrolling interests, or $1.36 per average basic common share, for the same period in 2021. We attribute the majority of the change in net income (loss) to an unfavorable change in net gains (losses) on investments and other and net interest income, partially offset by a favorable change in net gains (losses) on derivatives and net servicing income. Net gains (losses) on investments and other was ($2.7) billion for the three months ended September 30, 2022 compared to $102.8 million for the same period in 2021. Net interest income for the three months ended September 30, 2022 was $278.0 million compared to $362.5 million for the same period in 2021. Net gains (losses) on derivatives was $2.1 billion for the three months ended September 30, 2022 compared to $85.0 million for the same period in 2021. Net servicing income for the three months ended September 30, 2022 was $66.7 million compared to $14.9 million for the same period in 2021. Refer to the section titled “Other income (loss)” located within this Item 2 for additional information related to these changes.

Net income (loss) was $2.6 billion, which includes ($0.5) million attributable to noncontrolling interests, or $6.46 per average basic common share, for the nine months ended September 30, 2022 compared to $2.0 billion which includes $3.4 million attributable to noncontrolling interests, or $5.34 per average basic common share, for the same period in 2021. We attribute the majority of the change in net income (loss) to higher net gains (losses) on derivatives and lower business divestiture-related losses, partially offset by an unfavorable change in net gains (losses) on investments and other. Net gains on derivatives for the nine months ended September 30, 2022 was $4.8 billion compared to $672.4 million for the same period in 2021. Business divestiture-related (losses) was ($27.2) million for the nine months ended September 30, 2022 compared to ($262.0) million for the same period in 2021. Net gains (losses) on investments and other was ($3.5) billion for the nine months ended September 30, 2022 compared to $161.4 million for the same period in 2021. 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 $480.7 million, or $1.06 per average common share, for the three months ended September 30, 2022, compared to $437.5 million, or $1.14 per average common share, for the same period in 2021. The change in earnings available for distribution during the three months ended September 30, 2022 compared to the same period in 2021 was primarily due to lower premium amortization expense, excluding PAA, resulting from lower prepayment speed projections, a favorable change in the net interest component of interest rate swaps, and higher net servicing income, partially offset by higher interest expense from an increase in average borrowing rates and average interest bearing liabilities.

Earnings available for distribution were $1.4 billion, or $3.37 per average common share, for the nine months ended September 30, 2022, compared to $1.3 billion, or $3.52 per average common share, for the same period in 2021. The change in earnings available for distribution during the nine months ended September 30, 2022 compared to the same period in 2021 was primarily due to lower premium amortization expense, excluding PAA, resulting from lower prepayment speed projections, a favorable change in the net interest component of interest rate swaps, higher TBA dollar roll income and higher net servicing income, partially offset by higher interest expense from an increase in average borrowing rates.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

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;

•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 depreciation and amortization expense on real estate and related 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 the Company's 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.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

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

			For the Three Months Ended September 30,												For the Nine Months Ended September 30,
			2022						2021						2022						2021
			(dollars in thousands, except per share data)
GAAP net income (loss)			$	(273,977)					$	521,534					$	2,613,234					$	1,977,820
Net income (loss) attributable to noncontrolling interests			1,287						2,290						(453)						3,405
Net income (loss) attributable to Annaly			(275,264)						519,244						2,613,687						1,974,415
Adjustments to exclude reported realized and unrealized (gains) losses
Net (gains) losses on investments and other			2,702,512						(102,819)						3,477,532						(161,431)
Net (gains) losses on derivatives (1)			(1,976,130)						(139,361)						(4,695,350)						(889,616)
Loan loss provision (reversal) (2)			(1,613)						(6,771)						(30,181)						(150,563)
Business divestiture-related (gains) losses			2,936						14,009						27,245						262,045
Other adjustments
Depreciation expense related to commercial real estate and amortization of intangibles (3)			758						1,122						3,190						14,081
Non-EAD (income) loss allocated to equity method investments (4)			(2,003)						(2,046)						(15,193)						(8,585)
Transaction expenses and non-recurring items (5)			1,712						2,201						6,813						4,046
Income tax effect of non-EAD income (loss) items			(9,444)						(6,536)						46,488						4,945
TBA dollar roll income and CMBX coupon income (6)			105,543						115,586						396,708						326,111
MSR amortization (7)			(22,897)						(17,884)						(76,359)						(46,863)
Plus:
Premium amortization adjustment cost (benefit)			(45,414)						60,726						(352,451)						(237)
Earnings available for distribution *			480,696						437,471						1,402,129						1,328,348
Dividends on preferred stock			26,883						26,883						80,649						80,649
Earnings available for distribution attributable to common stockholders *			$	453,813					$	410,588					$	1,321,480					$	1,247,699
GAAP net income (loss) per average common share			$	(0.70)					$	1.36					$	6.46					$	5.34
Earnings available for distribution per average common share *			$	1.06					$	1.14					$	3.37					$	3.52
Annualized GAAP return (loss) on average equity			(9.94		%)				15.25		%				29.83		%				19.02		%
Annualized EAD return on average equity *			17.57		%				12.81		%				16.09		%				12.79		%
* Represents a non-GAAP financial measure. Refer to the disclosure within this section above for additional information on non-GAAP financial measures. (1) 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 $141.1 million and ($54.4) million for the three months ended September 30, 2022 and September 30, 2021, respectively and $79.6 million and ($217.2) million for the nine months ended September 30, 2022 and September 30, 2021, respectively. (2) Includes $0.0 million and ($0.6) million for the three months ended September 30, 2022 and 2021, respectively, and ($2.3) million and ($5.3) million for the nine months ended September 30, 2022 and 2021, respectively, of loss provision (reversal) on unfunded loan commitments which is reported in Other, net in the Consolidated Statements of Comprehensive Income (Loss). (3) Includes depreciation and amortization expense related to equity method investments. (4) 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). (5) The three and nine months ended September 30, 2022 and 2021 includes costs incurred in connection with securitizations of residential whole loans. (6) 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 $1.1 million and $1.2 million for the three months ended September 30, 2022 and 2021, respectively and $3.2 million and $4.1 million for the nine months ended September 30, 2022 and 2021, respectively. (7) 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.

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.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

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

TBA dollar roll income is calculated as the difference in price between two TBA contracts with the same terms but different settlement dates multiplied by the notional amount of the TBA contract. Although accounted for as derivatives, TBA dollar rolls capture the economic equivalent of net interest income, or carry, on the underlying Agency 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 model and market information to project future cash flows and expected remaining lives of securities, the effective interest rate determined for each security is applied as if it had been in place from the date of the security’s acquisition. The amortized cost of the security is then adjusted to the amount that would have existed had the new effective yield been applied since the acquisition date. The adjustment to amortized cost is offset with a charge or credit to interest income. Changes in interest rates and other market factors will impact prepayment speed projections and the amount of premium amortization recognized in any given period.

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

The following table illustrates the impact of the PAA on premium amortization expense for our Residential Securities portfolio and residential securities transferred or pledged to securitization vehicles, for the periods presented:

			For the Three Months Ended September 30,												For the Nine Months Ended September 30,
			2022						2021						2022						2021
			(dollars in thousands)
Premium amortization expense			$	39,406					$	233,429					$	9,184					$	541,646
Less: PAA cost (benefit)			(45,414)						60,726						(352,451)						(237)
Premium amortization expense (excluding PAA)			$	84,820					$	172,703					$	361,635					$	541,883

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, mortgages payable or other liabilities. Equity capital primarily consists of common and preferred stock.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

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 and other secured financing (excluding certain non-recourse credit facilities). Certain credit facilities (included within other secured financing), debt issued by securitization vehicles, participations issued, and mortgages payable 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
			September 30, 2022												September 30, 2021
Economic leverage ratio reconciliation			(dollars in thousands)
Repurchase agreements			$	54,160,731											$	55,475,420
Other secured financing			250,000												729,555
Debt issued by securitization vehicles			7,844,518												3,935,410
Participations issued			745,729												641,006
Debt included in liabilities of disposal group held for sale			—												113,362
Total GAAP debt			$	63,000,978											$	60,894,753
Less Non-Recourse Debt:
Credit facilities (1)			$	—											$	(729,555)
Debt issued by securitization vehicles			(7,844,518)												(3,935,410)
Participations issued			(745,729)												(641,006)
Non-recourse debt included in liabilities of disposal group held for sale			—												(113,362)
Total recourse debt			$	54,410,731											$	55,475,420
Plus / (Less):
Cost basis of TBA and CMBX derivatives			16,209,886												24,202,686
Payable for unsettled trades			9,333,646												571,540
Receivable for unsettled trades			(2,153,895)												(42,482)
Economic debt *			$	77,800,368											$	80,207,164
Total equity			$	10,951,555											$	13,717,867
Economic leverage ratio *			7.1:1												5.8:1
* 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 Other secured financing in the Consolidated Statements of Financial Condition.

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
			September 30, 2022												September 30, 2021
Economic capital ratio reconciliation			(dollars in thousands)
Total GAAP assets			$	85,406,764											$	76,662,433
Less:
Gross unrealized gains on TBA derivatives (1)			(28,032)												(1,776)
Debt issued by securitization vehicles			(7,844,518)												(3,935,410)
Plus:
Implied market value of TBA derivatives			15,182,806												23,622,635
Total economic assets *			$	92,717,020											$	96,347,882
Total equity			$	10,951,555											$	13,717,867
Economic capital ratio * (2)			11.8%												14.2%
* 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.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

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 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). We did not enter into any MAC interest rate swaps during the three and nine months ended September 30, 2022.

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)
September 30, 2022			$	678,488					$	(45,414)					$	633,074
September 30, 2021			$	412,972					$	60,726					$	473,698
For the nine months ended
September 30, 2022			$	1,979,953					$	(352,451)					$	1,627,502
September 30, 2021			$	1,560,256					$	(237)					$	1,560,019
* 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)
September 30, 2022			$	400,491					$	(141,110)					$	259,381					$	277,997					$	(141,110)					$	419,107					$	(45,414)					$	373,693
September 30, 2021			$	50,438					$	54,411					$	104,849					$	362,534					$	54,411					$	308,123					$	60,726					$	368,849
For the nine months ended
September 30, 2022			$	645,888					$	(79,561)					$	566,327					$	1,334,065					$	(79,561)					$	1,413,626					$	(352,451)					$	1,061,175
September 30, 2021			$	187,458					$	217,245					$	404,703					$	1,372,798					$	217,245					$	1,155,553					$	(237)					$	1,155,316
* 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,

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

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
September 30, 2022			9.8		%				7.6		%
September 30, 2021			23.1		%				12.7		%
For the nine months ended
September 30, 2022			13.8		%				7.6		%
September 30, 2021			24.5		%				12.7		%
(1) For the three and nine months ended September 30, 2022 and 2021, respectively. (2) At September 30, 2022 and 2021, 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.

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)
September 30, 2022			$	78,143,337					$	633,074					3.24		%				$	65,755,563					$	259,381					1.54		%				373,693						1.70		%
September 30, 2021			$	72,145,283					$	473,698					2.63		%				$	62,614,042					104,849						0.66		%				368,849						1.97		%
For the nine months ended
September 30, 2022			$	74,285,756					$	1,627,502					2.92		%				$	62,689,128					$	566,327					1.19		%				1,061,175						1.73		%
September 30, 2021			$	77,061,130					$	1,560,019					2.70		%				$	67,695,162					$	404,703					0.79		%				1,155,316						1.91		%
* 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.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

Net Interest Margin (excluding PAA)

			Interest Income (excluding PAA) *						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)
September 30, 2022			$	633,074					105,543						(259,381)						$	479,236					$	78,143,337					18,837,475						$	96,980,812					1.98		%
September 30, 2021			$	473,698					115,586						(104,849)						$	484,435					$	72,145,283					22,739,226						$	94,884,509					2.04		%
For the nine months ended
September 30, 2022			$	1,627,502					396,708						(566,327)						$	1,457,883					$	74,285,756					19,544,521						$	93,830,277					2.07		%
September 30, 2021			$	1,560,019					326,111						(404,703)						$	1,481,427					$	77,061,130					21,122,086						$	98,183,216					2.01		%
* 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 $1.1 million and $1.2 million for the three months ended September 30, 2022 and 2021, respectively and $3.2 million and $4.1 million for the nine months ended September 30, 2022 and 2021, 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 table below shows our average interest bearing liabilities and average economic cost of interest bearing liabilities as compared to average one-month and average six-month LIBOR 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 LIBOR						Average Six- Month LIBOR						Average One-Month LIBOR Relative to Average Six- Month LIBOR						Average Economic Cost of Interest Bearing Liabilities Relative to Average One- Month LIBOR						Average Economic Cost of Interest Bearing Liabilities Relative to Average Six-Month LIBOR
For the three months ended
September 30, 2022			$	65,755,563					$	63,000,978					$	259,381					1.54		%				2.47		%				3.56		%				(1.09		%)				(0.93		%)				(2.02		%)
September 30, 2021			$	62,614,042					$	60,781,391					$	104,849					0.66		%				0.09		%				0.15		%				(0.06		%)				0.57		%				0.51		%
For the nine months ended
September 30, 2022			$	62,689,128					$	63,000,978					$	566,327					1.19		%				1.25		%				2.17		%				(0.92		%)				(0.06		%)				(0.98		%)
September 30, 2021			$	67,695,162					$	60,781,391					$	404,703					0.79		%				0.10		%				0.19		%				(0.09		%)				0.69		%				0.60		%
* 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 $154.5 million for the three months ended September 30, 2022 compared to the same period in 2021, primarily due to higher interest expense on repurchase agreements reflecting higher borrowing rates and higher average interest bearing liabilities, partially offset by the change in the net interest component of interest rate swaps, which was $141.1 million for the three months ended September 30, 2022 compared to ($54.4) million for the same period in 2021.

Economic interest expense increased by $161.6 million for the nine months ended September 30, 2022 compared to the same period in 2021, primarily due to higher interest expense on repurchase agreements reflecting higher borrowing rates, partially offset by lower average interest bearing liabilities and the change in the net interest component of interest rate swaps, which was $79.6 million for the nine months ended September 30, 2022 compared to ($217.2) million for the same period in 2021.

We do not manage our portfolio to have a pre-designated amount of borrowings at quarter or year end. Our borrowings at period end are a snapshot of our borrowings as of a date, and this number may differ from average borrowings over the period for a number of reasons. The mortgage-backed securities we own pay principal and interest towards the end of each month and the mortgage-backed securities we purchase are typically settled during the beginning of the month. As a result, depending on the amount of mortgage-backed securities we have committed to purchase, we may retain the principal and interest we receive

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

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 September 30, 2022 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. At December 31, 2021, 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 corporate loans. All of our Residential Securities are currently accepted as collateral for these borrowings. However, we limit our borrowings, and thus our potential asset growth, in order to maintain unused borrowing capacity and maintain the liquidity and strength of our balance sheet.

Other Income (Loss)

For the Three Months Ended September 30, 2022 and 2021

Net Gains (Losses) on Investments and Other

Net gains (losses) on disposal of investments was ($1.5) billion for the three months ended September 30, 2022 compared to $12.0 million for the same period in 2021. For the three months ended September 30, 2022, we disposed of Residential Securities with a carrying value of $11.6 billion for an aggregate net loss of ($1.5) billion. For the same period in 2021, we disposed of Residential Securities with a carrying value of $4.8 billion for an aggregate net gain of $26.7 million.

Net unrealized gains (losses) on instruments measured at fair value through earnings was ($1.2) billion for the three months ended September 30, 2022 compared to $90.8 million for the same period in 2021, primarily due to unfavorable changes in unrealized gains (losses) on Agency MBS of ($1.0) billion, securitized residential whole loans of consolidated VIEs of ($492.9) million, residential whole loans of ($64.1) million, partially offset by favorable changes on securitized debt of consolidated VIEs of $335.2 million.

Net Gains (Losses) on Derivatives

Net gains (losses) on interest rate swaps for the three months ended September 30, 2022 was $1.3 billion compared to $130.1 million for the same period in 2021, primarily attributable to the change in realized gains (losses) on termination of interest rate swaps. Realized gains (losses) on termination of interest rate swaps was ($83.4) million for the three months ended September 30, 2022 compared to ($1.2) billion for 2021 as in in the current period we terminated fixed-receiver interest rate swaps with a notional amount of $10.0 billion compared to the same period in 2021 when we repositioned our swap portfolio to reduce our exposure to LIBOR and terminated fixed-rate payer and receiver interest rate swaps with notional amounts of $14.7 billion and $14.8 billion, respectively.

Net gains (losses) on other derivatives was $808.2 million for the three months ended September 30, 2022 compared to ($45.2) million for the same period in 2021. The change in net gains (losses) on other derivatives was primarily due to favorable changes in net gains (losses) on futures, which was $1.8 billion for the three months ended September 30, 2022 compared to $49.8 million for the same period in 2021, and net gains (losses) on interest rate swaptions, which was $11.7 million for the three months ended September 30, 2022 compared to ($68.9) million for the same period in 2021, partially offset by an unfavorable change in net gains (losses) on TBA derivatives, which was ($1.0) billion for the three months ended September 30, 2022 compared to ($27.3) million for the same period in 2021.

Loan Loss (Provision) Reversal

For the three months ended September 30, 2022 and 2021, net loan loss (provision) reversal were $1.6 million and $6.1 million on corporate loans, respectively. Refer to the “Loans” Note located within Item 1 for additional information related to the loan loss (provisions) reversals.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

Business Divestiture-Related Gains (Losses)

For the three months ended September 30, 2022, the majority of business divestiture-related gains (losses) was associated with the sale of our corporate loan interests, in connection with the announcement of the sale of our MML Portfolio. Refer to the “Sale of Middle Market Lending Portfolio” Note and the “Loans” Note located within Item 1 for additional information related to the transaction. For the three months ended September 30, 2021, the majority of business divestiture-related gains (losses) was associated with the sale of our commercial real estate business. Refer to the “Sale of Commercial Real Estate Business” Note located within Item 1 for additional information related to the transaction.

Other, Net

Other, net includes brokerage and commission fees, due diligence costs, securitization expenses and certain revenues and costs associated with our investments in commercial real estate, including rental income and recoveries, operating costs as well as depreciation and amortization expense. 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, balances may fluctuate from period to period.

For the Nine Months Ended September 30, 2022 and 2021

Net Gains (Losses) on Investments and Other

Net gains (losses) on disposal of investments and other was ($2.3) billion for the nine months ended September 30, 2022 compared to ($37.6) million for the same period in 2021. For the nine months ended September 30, 2022, we disposed of Residential Securities with a carrying value of $21.0 billion for an aggregate net loss of ($2.3) billion. For the same period in 2021, we disposed of Residential Securities with a carrying value of $11.1 billion for an aggregate net loss of $0.8 million.

Net unrealized gains (losses) on instruments measured at fair value through earnings was ($1.2) billion for the nine months ended September 30, 2022 compared to $199.0 million for the same period in 2021, primarily due to unfavorable changes in unrealized gains (losses) on securitized residential whole loans of consolidated VIEs of ($1.2) billion, Agency MBS of ($1.0) billion, non-Agency MBS of ($170.2) million, residential whole loans of ($123.7) million, CRT securities of ($72.5) million, partially offset by favorable changes on residential securitized debt of consolidated VIEs of $1.0 billion, and MSR of $185.5 million.

Net Gains (Losses) on Derivatives

Net gains (losses) on interest rate swaps for the nine months ended September 30, 2022 was $3.5 billion compared to $598.5 million for the same period in 2021, attributable to favorable changes in unrealized gains (losses) on interest rate swaps and realized gains (losses) on termination of interest rate swaps. Unrealized gains (losses) on interest rate swaps was $3.5 billion for the nine months ended September 30, 2022 compared to $2.0 billion for the same period in 2021, reflecting a sharper rise in forward interest rates during the current period. Realized gains (losses) on termination of interest rate swaps was ($83.4) million for the nine months ended September 30, 2022 compared to ($1.2) billion for the same period in 2021 as in the current period we terminated fixed-receiver interest rate swaps with a notional amount of $10.0 billion compared to the same period in 2021 when we repositioned our swap portfolio to reduce our exposure to LIBOR and terminated fixed-rate payer and receiver interest rate swaps with notional amounts of $14.7 billion and $14.8 billion, respectively.

Net gains (losses) on other derivatives was $1.3 billion for the nine months ended September 30, 2022 compared to $73.9 million for the same period in 2021. The change in net gains (losses) on other derivatives was primarily due to the favorable changes in net gains (losses) on futures derivatives, which was $4.0 billion for the nine months ended September 30, 2022 compared to $468.5 million for the same period in 2021, and net gains (losses) on interest rate swaptions, which was $239.3 million for the nine months ended September 30, 2022 compared to ($40.7) million for the same period in 2021, partially offset by an unfavorable change in TBA derivatives, which was ($2.9) billion for the nine months ended September 30, 2022 compared to ($372.1) million million for the same period in 2021.

Loan Loss (Provision) Reversal

For the nine months ended September 30, 2022 and 2021, net loan loss reversals of $27.9 million on corporate loans and $145.3 million on commercial mortgage and corporate loans, respectively. Refer to the “Loans” Note located within Item 1 for additional information related to these loan loss provisions.

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ANNALY CAPITAL MANAGEMENT, INC. AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis

Business Divestiture-Related Gains (Losses)

For the nine months ended September 30, 2022, the majority of business divestiture-related gains (losses) were associated with the sale of our corporate loan interests. Refer to the “Sale of Middle Market Lending Portfolio” Note and located within Item 1 for additional information related to the transaction. For the nine months ended September 30, 2021, business divestiture-related gains (losses) were associated with the sale of our commercial real estate business. Refer to the “Sale of Commercial Real Estate Business” Note located within Item 1 for additional information related to the transaction.

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)
September 30, 2022			$	37,922					0.19		%				1.38		%
September 30, 2021			$	43,882					0.22		%				1.28		%
For the nine months ended
September 30, 2022			$	119,724					0.20		%				1.37		%
September 30, 2021			$	145,313					0.23		%				1.40		%

G&A expenses were $37.9 million for the three months ended September 30, 2022, a decrease of $6.0 million compared to the same period in 2021. G&A expenses were $119.7 million for the nine months ended September 30, 2022, a decrease of $25.6 million compared to the same period in 2021. The change in each period was primarily due to lower expenses on our commercial portfolio, as a result of the sale of our commercial real estate business which was announced in the first quarter of 2021, as well as lower expenses resulting from the divestiture of our MML assets, which was announced in the second quarter of 2022, during the three and nine months ended September 30, 2022 compared with the same periods in 2021.

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
September 30, 2022			15.21		%				2.42		%				(26.35		%)				(1.38		%)				0.16		%				(9.94		%)
September 30, 2021			9.01		%				0.44		%				6.88		%				(1.28		%)				0.20		%				15.25		%
For the nine months ended
September 30, 2022			16.14		%				1.68		%				13.90		%				(1.37		%)				(0.52		%)				29.83		%
September 30, 2021			11.12		%				0.29		%				8.99		%				(1.40		%)				0.02		%				19.02		%
(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

With our available-for-sale accounting treatment on our Agency MBS, which represent the largest portion of assets on balance sheet, unrealized fluctuations in market values of assets do not impact our GAAP net income (loss) but rather are reflected on our balance sheet by changing the carrying value of the asset and stockholders’ equity under accumulated other comprehensive income (loss). As a result of this fair value accounting treatment, our book value and book value per share are likely to fluctuate far more than if we used amortized cost accounting. As a result, comparisons with companies that use amortized cost accounting for some or all of their balance sheet may not be meaningful.

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Item 2. Management’s Discussion and Analysis

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

			September 30, 2022						December 31, 2021
			(dollars in thousands)
Unrealized gain			$	8,052					$	1,444,434
Unrealized loss			(5,439,488)						(486,024)
Accumulated other comprehensive income (loss)			$	(5,431,436)					$	958,410

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.

The fair value of these securities being less than amortized cost at September 30, 2022 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 $85.4 billion and $76.8 billion at September 30, 2022 and December 31, 2021, respectively. The change was primarily due to increases in Agency MBS of $2.5 billion, residential mortgage loans, including assets transferred or pledged to securitization vehicles, of $2.6 billion, MSR of $1.2 billion, derivative assets of $1.8 billion, and receivable for unsettled trades of $2.2 billion, partially offset by decreases in corporate loans of $2.0 billion. Our portfolio composition, net equity allocation and debt-to-net equity ratio by asset class were as follows at September 30, 2022:

			Residential															Commercial
			Agency MBS						MSR						Residential Credit (1)						Commercial Real Estate												Total
Assets			(dollars in thousands)
Fair value/carrying value			$	63,468,629					$	1,705,254					$	13,535,945					$	588,500											$	79,298,328
Implied market value of derivatives (2)			15,182,806						—						—						404,619												15,587,425
Debt
Repurchase agreements			50,113,402						—						3,512,276						535,053												54,160,731
Implied cost basis of derivatives (2)			15,790,425						—						—						419,461												16,209,886
Other secured financing			—						250,000						—						—												250,000
Debt issued by securitization vehicles			398,762						—						7,445,756						—												7,844,518
Participations issued			—						—						745,729						—												745,729
Net forward purchases			7,134,813						44,459						479						—												7,179,751
Other
Other assets / liabilities (3)			2,028,195						250,991						78,534						98,697												2,456,417
Net equity allocated			$	7,242,228					$	1,661,786					$	1,910,239					$	137,302											$	10,951,555
Net equity allocated (%)			66		%				15		%				18		%				1		%										100		%
Debt/net equity ratio			7.0:1						0.2:1						6.1:1						3.9:1												5.8:1			(4)
(1) Fair value/carrying includes residential loans held for sale, and assets and liabilities associated with non-controlling interests. (2) Derivatives include TBA contracts under Agency MBS and CMBX balances under Commercial Real Estate. (3) Dedicated capital allocations assume capital related to held for sale assets will be redeployed within the Agency business line. (4) 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 September 30, 2022 and December 31, 2021 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

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Item 2. Management’s Discussion and Analysis

securities were largely Freddie Mac, Fannie Mae 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 September 30, 2022 and December 31, 2021 we had on our Consolidated Statements of Financial Condition a total of $843.0 million and $77.7 million, respectively, of unamortized discount (which is the difference between the remaining principal value and current amortized cost of our Residential Securities, excluding securities transferred or pledged to securitization vehicles, acquired at a price below principal value) and a total of $3.3 billion and $3.8 billion, respectively, of unamortized premium (which is the difference between the remaining principal value and the current amortized cost of our Residential Securities, excluding securities transferred or pledged to securitization vehicles, acquired at a price above principal value).

The weighted average experienced prepayment speed on our Agency MBS portfolio for the three months ended September 30, 2022 and 2021 was 9.8% and 23.1%, respectively. The weighted average projected long-term prepayment speed on our Agency MBS portfolio as of September 30, 2022 and 2021 was 7.6% and 12.7%, respectively.

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

The following tables present our Residential Securities, excluding securities transferred or pledged to securitization vehicles, that were carried at fair value at September 30, 2022 and December 31, 2021.

			September 30, 2022						December 31, 2021
			Estimated Fair Value
Agency
Fixed-rate pass-through			$	60,981,115					$	58,296,605
Adjustable-rate pass-through			249,504						321,273
CMO			92,320						121,698
Interest-only			172,845						293,914
Multifamily			1,512,100						1,452,713
Reverse mortgages			29,357						39,402
Total agency securities			$	63,037,241					$	60,525,605
Residential credit
Credit risk transfer			$	1,056,906					$	936,228
Alt-A			117,844						69,487
Prime			262,835						275,441
Subprime			177,819						163,076
NPL/RPL			1,383,488						983,438
Prime jumbo (>= 2010 vintage)			214,720						171,894
Total residential credit securities			$	3,213,612					$	2,599,564
Total Residential Securities			$	66,250,853					$	63,125,169

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Item 2. Management’s Discussion and Analysis

The following table summarizes certain characteristics of our Residential Securities (excluding interest-only mortgage-backed securities) and interest-only mortgage-backed securities, excluding securities transferred or pledged to securitization vehicles, at September 30, 2022 and December 31, 2021.

			September 30, 2022						December 31, 2021
Residential Securities (1)			(dollars in thousands)
Principal amount			$	70,648,252					$	58,676,833
Net premium			1,761,912						2,973,471
Amortized cost			72,410,164						61,650,304
Amortized cost / principal amount			102.49		%				105.07		%
Carrying value			65,790,750						62,577,398
Carrying value / principal amount			93.12		%				106.65		%
Weighted average coupon rate			3.89		%				3.35		%
Weighted average yield			3.46		%				2.69		%
Adjustable-rate Residential Securities (1)
Principal amount			$	1,549,131					$	1,476,250
Weighted average coupon rate			5.82		%				2.81		%
Weighted average yield			5.99		%				6.57		%
Weighted average term to next adjustment (2)			9 Months						11 Months
Weighted average lifetime cap (3)			9.31		%				0.18		%
Principal amount at period end as % of total residential securities			2.19		%				2.52		%
Fixed-rate Residential Securities (1)
Principal amount			$	69,099,121					$	57,200,583
Weighted average coupon rate			3.84		%				3.36		%
Weighted average yield			3.41		%				2.60		%
Principal amount at period end as % of total residential securities			97.81		%				97.48		%
Interest-only Residential Securities
Notional amount			$	12,458,509					$	6,583,768
Net premium			725,931						720,235
Amortized cost			725,931						720,235
Amortized cost / notional amount			5.83		%				10.94		%
Carrying value			460,103						547,771
Carrying value / notional amount			3.69		%				8.32		%
Weighted average coupon rate			0.85		%				2.01		%
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 September 30, 2022.

									Payment Structure												Investment Characteristics
Product			Total						Senior						Subordinate						Coupon						Credit Enhancement						60+ Delinquencies						3M VPR (1)
(dollars in thousands)
Credit risk transfer			$	1,056,906					$	—					$	1,056,906					6.77		%				1.98		%				0.94		%				9.49		%
Alt-A			117,844						69,693						48,151						4.15		%				13.30		%				5.46		%				10.17		%
Prime			262,835						50,206						212,629						4.78		%				8.96		%				2.14		%				8.03		%
Subprime			177,819						65,282						112,537						4.68		%				18.76		%				7.70		%				11.21		%
Re-performing loan securitizations			885,654						493,083						392,571						3.89		%				28.07		%				25.10		%				8.94		%
Non-performing loan securitizations			497,834						470,343						27,491						3.56		%				36.20		%				77.41		%				13.65		%
Prime jumbo (>=2010 vintage)			214,720						14,218						200,502						4.81		%				2.96		%				1.58		%				5.57		%
Total/weighted average (2)			$	3,213,612					$	1,162,825					$	2,050,787					4.96		%				16.27		%				19.65		%				9.25		%
(1) Represents the 3 month voluntary prepayment rate (“VPR”) and excludes the impact of interest-only securities. (2) Total investment characteristics exclude the impact of interest-only securities.

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Item 2. Management’s Discussion and Analysis

			Bond Coupon
Product			ARM						Fixed						Floater						Interest-Only						Estimated Fair Value
(dollars in thousands)
Credit risk transfer			$	—					$	—					$	1,056,906					$	—					$	1,056,906
Alt-A			4,216						106,443						7,185						—						117,844
Prime			24,859						219,792						4,457						13,727						262,835
Subprime			—						110,618						67,066						135						177,819
Re-performing loan securitizations			—						885,654						—						—						885,654
Non-performing loan securitizations			—						497,834						—						—						497,834
Prime jumbo (>=2010 vintage)			—						167,144						33,358						14,218						214,720
Total			$	29,075					$	1,987,485					$	1,168,972					$	28,080					$	3,213,612

Contractual Obligations

The following table summarizes the effect on our liquidity and cash flows from contractual obligations at September 30, 2022. The table does not include the effect of net interest rate payments on our interest rate swap agreements. The net swap payments will fluctuate based on monthly changes in the receive rate. At September 30, 2022, the interest rate swaps had a net fair value of ($71.2) million.

			Within One Year						One to Three Years						Three to Five Years						More than Five Years						Total
			(dollars in thousands)
Repurchase agreements			$	53,955,136					$	205,595					$	—					$	—					$	54,160,731
Interest expense on repurchase agreements (1)			273,695						1,661						—						—						275,356
Other secured financing			—						250,000						—						—						250,000
Interest expense on other secured financing (1)			14,736						11,022						—						—						25,758
Debt issued by securitization vehicles (principal)			—						—						—						9,018,805						9,018,805
Interest expense on debt issued by securitization vehicles			280,122						560,244						560,244						8,071,458						9,472,068
Participations issued (principal)			—						—						—						789,498						789,498
Interest expense on participations issued			44,090						88,181						88,181						1,118,257						1,338,709
Long-term operating lease obligations			4,001						8,219						525						90						12,835
Total			$	54,571,780					$	1,124,922					$	648,950					$	18,998,108					$	75,343,760
(1) Interest expense on repurchase agreements and other secured financing calculated based on rates at September 30, 2022.

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 nine months ended September 30, 2022, we received $7.9 billion from principal repayments and $16.7 billion in cash from disposal of Residential securities. During the nine months ended September 30, 2021, we received $14.6 billion from principal repayments and $11.1 billion in cash from disposal of Residential Securities.

Off-Balance Sheet Arrangements

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

We have limited future funding commitments related to certain of our unconsolidated joint ventures. In addition, we have provided customary non-recourse carve-out and environmental guarantees (or underlying indemnities with respect thereto) with respect to mortgage loans held by subsidiaries of these unconsolidated joint ventures. We believe that the likelihood of making any payments under these guarantees is remote, and have not accrued a related liability at September 30, 2022.

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

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Item 2. Management’s Discussion and Analysis

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 capital, liquidity and funding risk, investment/market risk, credit risk, counterparty risk, operational risk and compliance, regulatory and legal risk. For further discussion of the risks we are subject to, please see Part I, Item 1A. “Risk Factors” in our most recent Annual Report on Form 10-K 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 September 30, 2022 and December 31, 2021:

			September 30, 2022						December 31, 2021
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			4,679						3,649
Additional paid-in capital			22,967,665						20,324,780
Accumulated other comprehensive income (loss)			(5,431,436)						958,410
Accumulated deficit			(8,211,358)						(9,653,582)
Total stockholders’ equity			$	10,866,119					$	13,169,826

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 and nine months ended September 30, 2022 and 2021, no shares were purchased under the Current Share Repurchase Program or Prior Share Repurchase Program.

During the three months ended September 30, 2022, we closed the public offering of an original issuance of 25 million shares of common stock for proceeds of $665.0 million before deducting offering expenses. During the the nine months ended September 30, 2022, we closed two public offerings for an aggregate original issuance of 50 million shares of common stock for aggregate proceeds of $1.31 billion before deducting offering expenses. In connection with each offering, we granted the underwriters a thirty-day option to purchase up to an additional 3.75 million shares of common stock, which the underwriters exercised in full in both instances, resulting in an additional $99.8 million and $196.5 million in proceeds before deducting offering expenses for the three and nine months ended September 30, 2022 respectively. The stock offerings conducted during the three and nine months ended September 30, 2022 were completed prior to the Reverse Stock Split and the foregoing share amounts have been retroactively adjusted to reflect the effects thereof.

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, collectively, the “Sales Agreements”) with each of RBC Capital Markets, LLC, Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, Keefe, Bruyette & Woods, Inc., J.P. Morgan Securities 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 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 and nine months ended September 30, 2022, under the at-the-market sales program, we issued 36.8 million shares for proceeds of $913.9 million and 45.2 million shares for proceeds of $1.1 billion, respectively, each net of commissions and fees. During the three and nine months ended September 30, 2021, under the at-the-market sales program, we

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Item 2. Management’s Discussion and Analysis

issued 1.4 million and 12.8 million shares for proceeds of $49.0 million and $469.5 million, respectively, each 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. The foregoing share amounts have been retroactively adjusted to reflect the effects of the Reverse Stock Split.

On November 3, 2022, we entered into Amendment No. 2 to the Sales Agreements with each of the Sales Agents to increase the available amount of shares of our common stock that we may sell through the Sales Agents. Refer to Item 5 for additional information related to this increase to the at-the-market sales program.

Preferred Stock

On November 3, 2022, our Board of Directors 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.

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 September 30, 2022 and December 31, 2021 was 5.8:1 and 4.7:1, 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 7.1:1 and 5.7:1, at September 30, 2022 and December 31, 2021, respectively. Our GAAP capital ratio at September 30, 2022 and December 31, 2021 was 12.8% and 17.2%, 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 11.8% and 14.4% at September 30, 2022 and December 31, 2021, 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.

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Item 2. Management’s Discussion and Analysis

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 within our specific investment policy parameters and optimize risk-adjusted returns.
Capital Preservation			We will seek to protect our capital base through disciplined risk management practices.
Operational			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 Board Risk Committee (“BRC”) and Board Audit Committee (“BAC”) with support from the other Board Committees. The BRC 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 BAC is responsible for oversight of the quality and integrity of our accounting, internal controls and financial reporting practices, including independent auditor selection, evaluation and review, and oversight of the internal audit function. 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 Corporate Responsibility Committee assists the Board in its oversight of any matters that may present reputational or Environment, Social, and Governance risk to us, and the Nominating/Corporate Governance Committee assists the Board in its oversight of our corporate governance framework and the annual self-evaluation of the Board.

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 and 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 BAC. 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 BAC.

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Item 2. Management’s Discussion and Analysis

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
Capital, Liquidity and Funding Risk			Risk to earnings, capital or business resulting from our inability to meet our obligations when they come due without incurring unacceptable losses because of inability to liquidate assets or obtain adequate funding.
Investment/Market Risk			Risk to earnings, capital or business resulting in the decline in value of our assets or an increase in the costs of financing caused by changes in market variables, such as interest rates, which affect the values of investment securities and other investment instruments.
Credit Risk			Risk to earnings, capital or business resulting from an obligor’s failure to meet the terms of any contract or otherwise failure to perform as agreed. This risk is present in lending and investing activities.
Counterparty Risk			Risk to earnings, capital or business resulting from a counterparty’s failure to meet the terms of any contract or otherwise failure to perform as agreed. This risk is present in funding, hedging and investing activities.
Operational Risk			Risk to earnings, capital, reputation or business arising from inadequate or failed internal processes or systems (including 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.

Capital, Liquidity and Funding Risk Management

Our capital, liquidity and funding risk management strategy is designed to ensure the availability of sufficient resources to support our business and meet our financial obligations under both normal and adverse market and business environments. Our capital, liquidity and funding risk management practices consist of the following primary elements:

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

Funding

Our primary financing sources are repurchase agreements provided through counterparty arrangements and through Arcola, other secured financing, 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.

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

To reduce our liquidity risk we maintain a laddered approach to our repurchase agreements. At September 30, 2022 and December 31, 2021, the weighted average days to maturity was 57 days and 52 days, respectively.

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Item 2. Management’s Discussion and Analysis

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.

At September 30, 2022, we had total financial assets and cash pledged against existing liabilities of $57.6 billion. The weighted average haircut was approximately 4% on repurchase agreements, primarily attributable to Agency MBS. 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 September 30, 2022 compared to the same period in 2021, and our counterparties did not materially alter any requirements, including required haircuts, related to the collateral we pledge under repurchase agreements and interest rate swaps during the three months ended September 30, 2022.

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)
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						—
December 31, 2021			56,977,019						54,769,643						39,247						—
September 30, 2021			57,504,986						55,475,420						44,964						—
June 30, 2021			62,440,803						60,221,067						42,581						—
March 31, 2021			65,461,539						61,202,477						143,395						—
December 31, 2020			65,528,297						64,825,239						210,484						—
September 30, 2020			67,542,187						64,633,447						286,792						—

The following table provides information on our repurchase agreements and other secured financing by maturity date at September 30, 2022. The weighted average remaining maturity on our repurchase agreements and other secured financing was 59 days at September 30, 2022:

			September 30, 2022
			Principal Balance						Weighted Average Rate						% of Total
			(dollars in thousands)
1 day			$	—					—		%				—		%
2 to 29 days			23,789,105						2.95		%				43.6		%
30 to 59 days			13,141,434						3.04		%				24.2		%
60 to 89 days			1,097,481						3.72		%				2.0		%
90 to 119 days			3,292,070						3.12		%				6.1		%
Over 120 days (1)			13,090,641						3.29		%				24.1		%
Total			$	54,410,731					3.08		%				100.0		%
(1) Approximately 0% of the total repurchase agreements and other secured financing had a remaining maturity over 1 year.

    

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Item 2. Management’s Discussion and Analysis

The table below presents our outstanding debt balances and associated weighted average rates and days to maturity at September 30, 2022:

									Weighted Average Rate
			Principal Balance						As of Period End						For the Quarter						Weighted Average Days to Maturity (1)
			(dollars in thousands)
Repurchase agreements			$	54,160,731					3.13		%				2.25		%				57
Other secured financing			250,000						5.81		%				7.15		%				638
Debt issued by securitization vehicles (2)			9,018,805						3.07		%				2.99		%				12,042
Participations issued (2)			789,498						5.58		%				4.48		%				11,082
Total indebtedness			$	64,219,034
(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 September 30, 2022:

			Encumbered Assets						Unencumbered Assets						Total
Financial assets			(dollars in thousands)
Cash and cash equivalents			$	1,169,631					$	296,540					$	1,466,171
Investments, at carrying value (1)
Agency mortgage-backed securities (2)			52,757,032						4,049,168						56,806,200
Credit risk transfer securities			988,641						68,265						1,056,906
Non-agency mortgage-backed securities			1,990,590						166,116						2,156,706
Commercial mortgage-backed securities			584,163						4,337						588,500
Residential mortgage loans (2)			9,861,111						461,152						10,322,263
MSR			727,927						977,327						1,705,254
Assets of disposal group held for sale (3)			11,371						—						11,371
Other assets (4)			—						92,245						92,245
Total financial assets			$	68,090,466					$	6,115,150					$	74,205,616
(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) Comprised of corporate loans held for sale (4) 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 and asset type. We believe the assets we consider liquid can be readily converted into cash, through liquidation or by being used as collateral in financing arrangements (including as additional collateral to support existing financial arrangements). Our balance sheet also generates liquidity on an on-going basis through mortgage principal and interest repayments and net earnings held prior to payment of dividends. The following table presents our liquid assets as a percentage of total assets at September 30, 2022:

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Item 2. Management’s Discussion and Analysis

			Carrying Value (1)
Liquid assets			(dollars in thousands)
Cash and cash equivalents			$	1,466,171
Residential Securities (2) (3)			59,588,289
Commercial mortgage-backed securities			588,500
Residential mortgage loans (4)			1,551,637
Total liquid assets			$	63,194,597
Percentage of liquid assets to carrying amount of encumbered and unencumbered financial assets (5)			97.28		%
(1) Carrying value approximates the market value of assets. The assets listed in this table include $57.6 billion of assets that have been pledged as collateral against existing liabilities at September 30, 2022. 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 Agency MBS of consolidated VIEs carried at fair value of $0.4 billion. (4) Excludes securitized residential mortgage loans transferred or pledged to consolidated VIEs carried at fair value of $8.8 billion. (5) Denominator is computed based on the carrying amount of encumbered and unencumbered financial assets, excluding assets transferred or pledged to securitization vehicles, of $9.2 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 interest-rate sensitive liabilities. A gap is considered negative when the amount of interest-rate sensitive liabilities exceeds interest-rate sensitive assets. During a period of rising interest rates, a negative gap would tend to adversely affect net interest income, while a positive gap would tend to result in an increase in net interest income. During a period of falling interest rates, a negative gap would tend to result in an increase in net interest income, while a positive gap would tend to affect net interest income adversely. Because different types of assets and liabilities with the same or similar maturities may react differently to changes in overall market rates or conditions, changes in interest rates may affect net interest income positively or negatively even if assets and liabilities were perfectly matched in each maturity category. The amount of assets and liabilities utilized to compute our interest rate sensitivity gap was determined in accordance with the contractual terms of the assets and liabilities, except that adjustable-rate loans and securities are included in the period in which their interest rates are first scheduled to adjust and not in the period in which they mature. The effects of interest rate swaps, whereby we generally pay a fixed rate and receive a floating rate and effectively lock in our financing costs for a longer term, are also reflected in our interest rate sensitivity gap.

The interest rate sensitivity of our assets and liabilities in the following table at September 30, 2022 could vary substantially based on actual prepayment experience.

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Item 2. Management’s Discussion and Analysis

			Less than 3 Months						3-12  Months						More than 1 Year to 3 Years						3 Years and Over						Total
Financial assets			(dollars in thousands)
Cash and cash equivalents			$	1,466,171					$	—					$	—					$	—					$	1,466,171
Agency mortgage-backed securities (principal)			182						741						672,443						66,495,733						67,169,099
Residential credit risk transfer securities (principal)			1,217						8,484						65,317						1,025,926						1,100,944
Non-agency mortgage-backed securities (principal)			56,883						223,153						1,276,274						821,899						2,378,209
Commercial mortgage-backed securities (principal)			—						6,409						561,202						43,970						611,581
Total securities			58,282						238,787						2,575,236						68,387,528						71,259,833
Residential mortgage loans (principal)			—						—						—						1,638,823						1,638,823
Total loans			—						—						—						1,638,823						1,638,823
Assets transferred or pledged to securitization vehicles (principal)			—						—						—						10,285,537						10,285,537
Total financial assets - maturity			1,524,453						238,787						2,575,236						80,311,888						84,650,364
Effect of utilizing reset dates (1)			12,268,603						355,912						(468,669)						(12,155,846)						—
Total financial assets - interest rate sensitive			$	13,793,056					$	594,699					$	2,106,567					$	68,156,042					$	84,650,364
Financial liabilities
Repurchase agreements			$	38,028,019					$	15,927,117					$	205,595					$	—					$	54,160,731
Other secured financing			—						—						250,000						—						250,000
Debt issued by securitization vehicles (principal)			—						—						—						9,018,805						9,018,805
Participations issued (principal)			—						—						—						789,498						789,498
Total financial liabilities - maturity			38,028,019						15,927,117						455,595						9,808,303						64,219,034
Effect of utilizing reset dates (1)(2)			(39,242,366)						13,590,200						7,459,600						18,192,566						—
Total financial liabilities - interest rate sensitive			$	(1,214,347)					$	29,517,317					$	7,915,195					$	28,000,869					$	64,219,034
Maturity gap			$	(36,503,566)					$	(15,688,330)					$	2,119,641					$	70,503,585					$	20,431,330
Cumulative maturity gap			$	(36,503,566)					$	(52,191,896)					$	(50,072,255)					$	20,431,330
Interest rate sensitivity gap			$	15,007,403					$	(28,922,618)					$	(5,808,628)					$	40,155,173					$	20,431,330
Cumulative rate sensitivity gap			$	15,007,403					$	(13,915,215)					$	(19,723,843)					$	20,431,330
(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.

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

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Item 2. Management’s Discussion and Analysis

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 LIBOR but may also enter into interest rate swaps where the floating leg is linked to the overnight index swap rate or another index, particularly in light of the scheduled cessation of LIBOR. In addition, we may use MAC interest rate swaps in which we may receive or make a payment at the time of entering such interest rate swap to compensate for the off-market nature of such interest rate swap. MAC interest rate swaps offer price transparency, flexibility and more efficient portfolio administration through compression which is the process of reducing the number of unique interest rate swap contracts and replacing them with fewer contracts containing market defined terms. Our portfolio and the value of our portfolio, including derivatives, may be adversely affected as a result of changing interest rates and spreads.

We simulate a wide variety of interest rate scenarios in evaluating our risk. Scenarios are run to capture our sensitivity to changes in interest rates, spreads and the shape of the yield curve. We also consider the assumptions affecting our analysis such as those related to prepayments. In addition to predefined interest rate scenarios, we utilize Value-at-Risk measures to estimate potential losses in the portfolio over various time horizons utilizing various confidence levels. The following tables estimate the potential changes in economic net interest income over a twelve month period and the immediate effect on our portfolio market value (inclusive of derivative instruments), should interest rates instantaneously increase or decrease by 25, 50 or 75 basis points, and the effect of portfolio market value if mortgage option-adjusted spreads instantaneously increase or decrease by 5, 15 or 25 basis points (assuming shocks are parallel and instantaneous). All changes to income and portfolio market value are measured as percentage changes from the projected net interest income and portfolio value at the base interest rate scenario. The net interest income simulations incorporate the interest expense effect of rate resets on liabilities and derivatives as well as the amortization expense and reinvestment of principal based on the prepayments on our securities, which varies based on the level of rates. The results assume no management actions in response to the rate or spread changes. The following table presents estimates at September 30, 2022. Actual results could differ materially from these estimates.

Change in Interest Rate (1)			Projected Percentage Change in Economic Net Interest Income (2)						Estimated Percentage Change in Portfolio Value (3)						Estimated Change as a % on NAV (3)(4)
-75 Basis points			4.3%						0.5%						3.7%
-50 Basis points			2.9%						0.4%						2.9%
-25 Basis points			1.5%						0.2%						1.7%
+25 Basis points			(1.5%)						(0.3%)						(2.1%)
+50 Basis points			(3.0%)						(0.6%)						(4.5%)
+75 Basis points			(4.6%)						(0.9%)						(7.1%)
MBS Spread Shock (1)			Estimated Change in Portfolio Market Value						Estimated Change as a  % on NAV (3)(4)
-25 Basis points			1.7%						14.1%
-15 Basis points			1.0%						8.4%
-5 Basis points			0.3%						2.8%
+5 Basis points			(0.3%)						(2.8%)
+15 Basis points			(1.0%)						(8.3%)
+25 Basis points			(1.7%)						(13.7%)
(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, repurchase agreements, other secured financing and interest rate swaps. Economic net interest income includes the net interest component of interest rate swaps. (3) Scenarios include securities, residential mortgage loans, MSR and derivative instruments. (4) NAV represents book value of equity.

Credit Risk Management

Key risk parameters have been established to specify our credit risk appetite. We 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

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Item 2. Management’s Discussion and Analysis

procedures for mitigating credit risk, including establishing and reviewing limits for credit exposure. We will originate or purchase commercial investments that meet our comprehensive underwriting process and credit standards and are approved by the appropriate committee. 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 September 30, 2022 and December 31, 2021 was as follows:

			September 30, 2022						December 31, 2021
Category
Agency mortgage-backed securities (1)			80.0		%				81.9		%
Credit risk transfer securities			1.3		%				1.3		%
Non-agency mortgage-backed securities			2.7		%				2.2		%
Residential mortgage loans (1)			13.0		%				10.4		%
Mortgage servicing rights			2.2		%				0.7		%
Interests in MSR			—		%				0.1		%
Commercial real estate (2)			0.8		%				0.7		%
Corporate debt (3)			—		%				2.7		%
(1) Includes assets transferred or pledged to securitization vehicles. (2) Excludes commercial real estate assets held for sale as of December 31, 2021. (3) Excludes corporate loans held for sale as of September 30, 2022.

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 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 September 30, 2022:

			Number of Counterparties						Secured Financing (1)						Interest Rate Swaps at Fair Value						Exposure (2)
Geography			(dollars in thousands)
North America			22						$	43,904,932					$	(24,716)					$	3,582,109
Europe			10						7,345,431						(46,494)						1,442,477
Japan			4						3,160,368						—						170,961
Total			36						$	54,410,731					$	(71,210)					$	5,195,547
(1) Represents 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.

 

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Item 2. Management’s Discussion and Analysis

Operational Risk Management

We are subject to operational risk in each of our business and support functions. Operational risk may arise from internal or external sources including human error, fraud, systems issues, process change, vendors, business interruptions and other external events. Model risk considers potential errors with a model’s results due to uncertainty in model parameters and inappropriate methodologies used. The result of these risks may include financial loss and reputational damage. We manage operational risk through a variety of tools including policies and procedures that cover topics such as business continuity, personal conduct, cybersecurity and vendor management. Other tools include testing, including disaster recovery testing; systems controls, including access controls; training, including cybersecurity awareness training; and monitoring, which includes the use of key risk indicators. Employee-level lines of defense against operational risk include proper segregation of incompatible duties, activity-level internal controls over financial reporting, the empowerment of business units to identify and mitigate operational risk sources, testing by our internal audit staff, and our overall governance framework.  

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

We depend on third party service providers to perform various business processes related to our operations, including mortgage loan servicers and sub-servicers. Our vendor management policy establishes procedures for engaging, onboarding and monitoring the performance of third party vendors. 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.

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, and 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 the oversight of the ERC.

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

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Item 2. Management’s Discussion and Analysis

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

Critical Accounting 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, see 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. See 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

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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. See 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 mortgage servicing rights 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.

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 see 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.

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

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. See 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

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Item 2. Management’s Discussion and Analysis

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.

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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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 depreciation expense related to commercial real estate and 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 and other secured financing (excluding certain non-recourse credit facilities). Certain credit facilities (included within other secured financing), debt issued by securitization vehicles, participations issued, and mortgages payable are non-recourse to us and are excluded from this measure.

Economic Net Interest Income

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

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.

Eurodollar

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

F

Face Amount

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

Factor

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

Fannie Mae

Federal National Mortgage Association.

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Item 2. Management’s Discussion and Analysis

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 LIBOR, the Constant Maturity Treasury or the Cost of Funds Index.

Freddie Mac

Federal Home Loan Mortgage Corporation.

Futures Contract

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

G

GAAP

U.S. generally accepted accounting principles.

Ginnie Mae

Government National Mortgage Association.

H

Hedge

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

I

In-the-Money

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

Interest Bearing Liabilities

Refers to repurchase agreements, debt issued by securitization vehicles 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

Interests in MSR

Represents agreements to purchase all, or a component of, net servicing cash flows.

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 LIBOR. As the benchmark rate changes, the IO coupon adjusts in the opposite direction. When the benchmark rate is relatively low, the IO pays a relatively high coupon payment, and vice versa.

Investment/Market Risk

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

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

LIBOR (London Interbank Offered Rate)

The rate banks charge each other for short-term Eurodollar loans. LIBOR is frequently used as the base for resetting rates on floating-rate securities and the floating-rate legs of interest rate swaps. The United Kingdom Financial Conduct Authority, which regulates LIBOR, announced that all LIBOR tenors relevant to us will cease to be published or will no longer be representative after June 30, 2023.

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.

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Item 2. Management’s Discussion and Analysis

Monetary Policy

Action taken by the Federal Open Market Committee of the Federal Reserve System to influence the money supply or interest rates.

Mortgage-Backed Security (“MBS”)

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

Mortgage Loan

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

Mortgage Servicing Rights (“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.

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Item 2. Management’s Discussion and Analysis

Pool

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

Premium

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

Premium Amortization Adjustment (“PAA”)

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

Prepayment

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

Prepayment Risk

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

Prepayment Speed

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

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 and other secured financing (excluding certain non-recourse credit facilities). Certain credit facilities (included within other secured financing), debt issued by securitization vehicles, participations issued and mortgages payable are non-recourse to us and are excluded from this measure.

Reinvestment Risk

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

Re-Performing Loan (“RPL”)

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

Repurchase Agreement

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

Residential Securities

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

Residual

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

Return on Average Equity

Calculated by taking earnings divided by average stockholders’ equity.

Reverse Repurchase Agreement

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

Risk Appetite Statement

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

S

Secondary Market

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

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Item 2. Management’s Discussion and Analysis

Secured Overnight Financing Rate (“SOFR”)

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

Settlement Date

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

Short-Term Debt

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

Spread

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

T

Target Assets

Includes Agency mortgage-backed securities, to-be-announced forward contracts, CRT securities, 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.

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.

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.

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Item 2. Management’s Discussion and Analysis

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.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

Our management, including our Chief Executive Officer (the CEO) and Chief Financial Officer (the CFO), reviewed and evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act) as of the end of the period covered by this report.  Based on that review and evaluation, the CEO and CFO have concluded that our current disclosure controls and procedures, as designed, (1) were effective in ensuring that information required to be disclosed by the Company in reports it files or submits under the Securities Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure and (2) were effective in ensuring that information required to be disclosed by the Company in reports it files or submits under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. 

There have been no changes in our internal controls over financial reporting that occurred during the three months ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we are involved in various claims and legal actions arising in the ordinary course of business. At September 30, 2022, we were not party to any pending material legal proceedings.

ITEM 1A. RISK FACTORS

Other than the risk factor relating to the announced sale of the MML Portfolio disclosed in Item 1A. “Risk Factors” of our quarterly report on Form 10-Q for the quarter ended March 31, 2022, 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 September 30, 2022. As of September 30, 2022, the maximum dollar value of shares that may yet be purchased under this plan was $1.5 billion.

ITEM 5. OTHER INFORMATION

On November 3, 2022, the Company entered into an Amendment No. 2 (collectively, the “Amendments”) to each of the separate Amended and Restated Distribution Agency Agreements, previously entered into on August 6, 2020 and amended by Amendment No. 1 to the Amended and Restated Distribution Agency Agreements on August 6, 2021 (collectively, the “Sales Agreements,” and as amended by the Amendments, the “Amended Sales Agreements”), with each of J.P. Morgan Securities LLC, Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, Keefe, Bruyette & Woods, Inc., RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC (the “Sales Agents”). Under the terms of the Sales Agreements, the Company was able to offer and sell shares of its common stock, par value $0.01 per share (“Common Stock”), having an aggregate offering price of up to $1,500,000,000 from time to time through any of the Sales Agents.

As of the date of this filing, the Company had utilized approximately $1,274,000,000 in capacity of the original $1,500,000,000 aggregate offering price of Common Stock, leaving approximately $225,811,000 aggregate offering price of Common Stock available to be sold under the Sales Agreements. The Company entered into the Amendments to increase the available number of shares of Common Stock that the Company may sell through the Sales Agents, from time to time, under the Amended Sales Agreements back up to an aggregate offering price of up to $1,500,000,000 (the “Shares”). The Amendments made no other changes to the Sales Agreements.

Pursuant to the Amended Sales Agreements, the Shares may be offered and sold through the Sales Agents in transactions deemed to be “at-the-market” offerings as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. Under the Amended Sales Agreements, each Sales Agent (at the Company’s election) will use commercially reasonable efforts consistent with its normal sales and trading practices to sell the Shares as directed by the Company. Under the Amended Sales Agreements, the Company will pay each of the Sales Agents a commission that will not exceed, but may be lower than, 1.25% of the gross sales price per share of Shares sold through it. The Amended Sales Agreements contain customary representations, warranties and agreements of the Company and customary conditions to completing future sale transactions, indemnification rights and obligations of the parties and termination provisions.

Shares sold under the Amended Sales Agreements, if any, will be issued pursuant to the Company’s automatic shelf registration statement on Form S-3ASR (File No. 333-262424), including the prospectus dated January 31, 2022 and the prospectus supplement dated November 3, 2022, as the same may be amended or supplemented.

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The foregoing description of the Amendments is not complete and is qualified in its entirety by reference to the entire Amendments, copies of which are attached hereto as Exhibits 10.1 through 10.10, inclusive, and which are incorporated herein by reference. A copy of the opinion of Venable LLP relating to the legality of the issuance and sale of the Shares is attached to this Quarterly Report on Form 10-Q as Exhibit 5.1.

ITEM 6. EXHIBITS

Exhibits:

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

Exhibit Number			Exhibit Description
1.1			Amendment No. 2 to the Amended and Restated Distribution Agency Agreement, dated November 3, 2022, by and between Annaly Capital Management, Inc. and J.P. Morgan Securities LLC.
1.2			Amendment No. 2 to the Amended and Restated Distribution Agency Agreement, dated November 3, 2022, by and between Annaly Capital Management, Inc. and BofA Securities, Inc.
1.3			Amendment No. 2 to the Amended and Restated Distribution Agency Agreement, dated November 3, 2022, by and between Annaly Capital Management, Inc. and Barclays Capital Inc.
1.4			Amendment No. 2 to the Amended and Restated Distribution Agency Agreement, dated November 3, 2022, by and between Annaly Capital Management, Inc. and Citigroup Global Markets Inc.
1.5			Amendment No. 2 to the Amended and Restated Distribution Agency Agreement, dated November 3, 2022, by and between Annaly Capital Management, Inc. and Credit Suisse Securities (USA) LLC.
1.6			Amendment No. 2 to the Amended and Restated Distribution Agency Agreement, dated November 3, 2022, by and between Annaly Capital Management, Inc. and Goldman Sachs & Co. LLC.
1.7			Amendment No. 2 to the Amended and Restated Distribution Agency Agreement, dated November 3, 2022, by and between Annaly Capital Management, Inc. and Keefe, Bruyette & Woods, Inc.
1.8			Amendment No. 2 to the Amended and Restated Distribution Agency Agreement, dated November 3, 2022, by and between Annaly Capital Management, Inc. and RBC Capital Markets, LLC.
1.9			Amendment No. 2 to the Amended and Restated Distribution Agency Agreement, dated November 3, 2022, by and between Annaly Capital Management, Inc. and UBS Securities LLC.
1.10			Amendment No. 2 to the Amended and Restated Distribution Agency Agreement, dated November 3, 2022, by and between Annaly Capital Management, Inc. and Wells Fargo Securities, LLC.
3.1			Articles of Amendment of the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed September 23, 2022).
3.2			Articles of Amendment of the Articles of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant's Current Report on Form 8-K filed September 23, 2022).
5.1			Opinion of Venable LLP.
23.1			Consent of Venable LLP (included in Exhibit 5.1).
31.1			Certification of David L. Finkelstein, Chief Executive Officer and President (Principal Executive Officer) of the Registrant, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. †

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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 President (Principal Executive Officer) of the Registrant, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. †
32.2			Certification of 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 September 30, 2022 (Unaudited) and December 31, 2021 (Derived from the audited Consolidated Statement of Financial Condition at December 31, 2021); (ii) Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the three and nine months ended September 30, 2022 and 2021; (iii) Consolidated Statements of Stockholders’ Equity (Unaudited) for the three and nine months ended September 30, 2022 and 2021; (iv) Consolidated Statements of Cash Flows (Unaudited) for the nine months ended September 30, 2022 and 2021; and (v) Notes to Consolidated Financial Statements (Unaudited).
101.SCH XBRL			Taxonomy Extension Schema Document †
101.CAL XBRL			Taxonomy Extension Calculation Linkbase Document †
101.DEF XBRL			Additional Taxonomy Extension Definition Linkbase Document Created †
101.LAB XBRL			Taxonomy Extension Label Linkbase Document †
101.PRE XBRL			Taxonomy Extension Presentation Linkbase Document †
104			The cover page for the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022 (formatted in Inline XBRL and contained in Exhibit 101).

† Submitted electronically herewith.

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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:			November 3, 2022						By: /s/ David L. Finkelstein
									David L. Finkelstein
									Chief Executive Officer, President and Director (Principal Executive Officer)
Dated:			November 3, 2022						By: /s/ Serena Wolfe
									Serena Wolfe
									Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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