Michael Farrell - Chairman, Chief Executive Officer & President Wellington Denahan-Norris - Chief Investment Officer & Chief Operating Officer; Kathryn Fagan - Chief Financial Officer Ron Kazel - Managing Directors Jay Diamond - Managing Directors

Bose George - KBW Jason Arnold - RBC Capital Markets Steve Delaney - JMP Securities Andrew Wessel - JP Morgan Henry Coffey - Sterne, Agee John McWade - Unidentified Company Joe Stieven - Stieven Capital Matthew Howlett - Fox-Pitt Kelton

Good morning and welcome ladies and gentlemen to the second quarter earnings call for Annaly Capital Management, Inc. At this time I would like to inform you that this conference is being recorded and that all participants are in a listen-only mode. At the request of the company we will open the conference up for questions-and-answers after the presentation. This earnings call may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements, which are based on various assumptions, some of which are beyond our control, maybe identified by reference to a future period or periods or by the use of forward-looking terminology such as may, will, believe, expect, anticipate, continue, or similar terms or variations on those terms or the negative of those terms. Actual results could differ materially from those set forth in forward-looking statements due to the variety of factors including, but not limited to changes in interest rates; changes in the yield curve; changes in prepayment rates; the availability of mortgage-backed securities for purchase; the availability of financing and if available that terms of any financings; changes in the market value of our assets; changes in business conditions and the general economy; changes in governmental regulations affecting our business and our ability to maintain our classification as a REIT for federal income tax purposes; risks associated with the broker dealer business of our subsidiary and risks associated with the investment advisory business of our subsidiaries including the removal by clients of assets they manage, their regulatory requirements and competition in the investment advisory business. 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 on our subsequent quarterly reports on Form 10-Q. We do not undertake and specifically disclaim any obligation to publicly release the results of any revision, which maybe to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements. I will now turn the conference over to Mr. Michael Farrell, Chairman, CEO and President of Annaly Capital Management, Inc. Please go ahead, sir.

Thank you, operator. Good morning everyone and welcome to Annaly’s second quarter earnings call. I’m joined here today by Wellington Denahan-Norris, our Chief Investment Officer and Chief Operating Officer; Kathryn Fagan, our Chief Financial Officer; and two Managing Directors, Ron Kazel and Jay Diamond. As always, I want to begin the call today with some prepared remarks, after which we will take your questions. The text of Ron remarks will be available this afternoon on our website, www.annaly.com formatted to include a graph and a link to a YouTube clip that I reference. While you’re on our website please visit our new bloc that we started early this month called Annaly Salvos, I hope you find it useful. I’d also like to note that some of the data that we collected here was collected by our interns and our research staff and I thank them for doing that work during the course of the summer. The title to this missive is, Sherlock Holmes and the Mystery Of The Green Shoots. In literature it is difficult to find a protagonist more endearing, clever and flawed than Sherlock Holmes. Peerless is his attention to detail and his limitless powers of perception, what appears to be clear cut and evident to his trained his senses bewilders those of lesser skills. His foil, Dr. Watson, his counterpart at Scotland Yard, the plotting Inspector Lestrade, and his arch enemy Professor Moriarty all wither in the face of Holmes masterful powers of logic and deduction. That said, I believe even the formidable Mr. Holmes would have a problem figuring out the truth behind the current economic state of affairs. First, Holmes would review the statistical evidence. There are those who argue that housing has bottomed because there has been a decline in the rate of decline.…

(Operator Instructions) Your first question comes from Bose George - KBW.

I had a question on the dollar amount and the yield of the securities you purchased during the quarter. I was wondering if that was one of the drivers of the slightly lower asset yield of the quarter end versus the quarter average. Also, did these assets come on pretty evenly or were they more back ended?

No, I mean, we don’t disclose that level of detail about, how we settle things. One thing I always like to say about the snapshot of the yield at quarter end. It is a snapshot based on model prepayment assumptions and things like that. So again, you can’t extrapolate too much from one period, one day’s picture.

So I shouldn’t read anything into the yield of the new portfolio of the new assets versus the existing?

Yes. It would be very difficult I think.

Your next question comes from Jason Arnold - RBC Capital Markets.

I guess I know that you guys manage the portfolio using a barbell approach, but you have a couple means of balancing things out either via buying more hybrid arms or by utilizing more swaps. So I guess I was just curious to hear your thoughts on what’s more attractive to you right now?

Again, we will constantly run relative value analysis on the various buckets of assets that we focused on and always make the best long term cash flow decision. Again, for competitive reasons we’re not going to sit here and say exactly, where we think people should be putting their money. We will always strike a balance. We understand that markets can change. I know there’s a lot of AAA CDO holders out there, who never thought they would see massive downgrades. Right now, I’m sure there are a lot of people holding mortgages, who never think that rates are going to go much higher. So we will always take all of those things into account, when constructing the portfolio and try and maintain a nice balance and obviously on the margin continue to place capital where we see the best relative value stack up.

Then I guess, can we expect the pay fixed rate on your swap book to continue to roll down by maybe 20 to 30 basis points a quarter over the next several quarters ahead or would you prefer not to say on that either?

It will continue to improve, all else being equal. So I can’t say exactly, how we’ll construct forward swaps from here, but we should see continued improvement based on where the swap market is right now.

Then just one final one, I was just wondering if you could give us an update on FIDAC as well, please?

I mean obviously the assets under management tripled over the course of the year, which continues to be the focus of expansion in the business in terms of a growth element underneath. As you’ve heard me explain at other earnings calls and investor meetings, we certainly have been gratified by the diversity and breadth of that business that gives us an incredible window into pricing across all the different spectrums. Obviously, as Chimera grows that contract is an extremely valuable contract to FIDAC and to Annaly’s shareholders, which we think deserves some cash flow consideration and multiple considerations by the markets. We also think that if you look at our auction business and the window that that’s opened up for us in terms of being a CDO manager and helping to restructure and cleanup these deals that are coming into the market as the downgrades occur. We think that that’s going to be an ongoing theme in the future. We continue to be very opportunistic in taking advantage of that as a large player and a public company in the space we provide many of the administrators with a great deal of comfort about our continuation of making the senior pieces especially comfortable with the ongoing management of those cash flows, swaps and credit default swaps and things that are in there. The broadening of that business will continue. We feel very good about it and obviously, if you look at the other subsidiaries that are out there, our cap is starting to provide us with the diversity that we want not only from the ability to distribute our own fund products, but to operate very effectively on the liability side of the business. I think that’s going to be a great theme for us going forward.

Your next question comes from Steve Delaney - JMP Securities.

So I was wondering, the press release was really straightforward and I think obviously trends are positive. So my question is sort of big picture. I was just wondering if you would be willing to share your views or Annaly’s view on where you think the 10 year yield is going to be looking out six to 12 months, given we’ve got these conflicting forces of slow global growth and this unprecedented deficit spending? Because really I asked not just for casual conversation, but I think whether it’s Annaly or whether it’s any of the mortgage REITs, I think it’s an important factor in determining where book values are going to go?

I’m happy to talk about the macro views with the caveat that we never have to forget that the investment team listens to me all day and they usually discard a great deal of what I say, and they operate and figure out how to get better value out of almost everything that’s out there without me doing that so.

That’s not true by the way.

Just said in general, I’m very concerned about valuations in the equity market. I believe that we are setting ourselves up for a very disappointing fall as an economy coming into the winter season that the jump that’s taking place in housing is extremely delicate at best. The way that I would characterize it is that, there was a great deal of focus and hype that was pushed around on the new homes, sales annualized number this week at 380 something thousand, when in fact the amount of monthly foreclosures in California alone are three times that number adding to the supply on the other side. So I feel that the weight of the supply that’s coming into the fixed income markets, especially on the treasury side, will continue to weigh on the ability of the private sector to compete and grow inside that sector without some sort of technological innovation or major change in healthcare and I don’t mean legislation. I mean too smart people in a garage somewhere and figure out, how to make an electric car or figure out, how to make stem cells to solve some of these terrible diseases. So I still believe that’s going to happen in America, if it happens anywhere, first and that’s the hope for the future. I think the five year treasury auction yesterday, should have been a warning shot across the bow. For everyone, we’re just getting started into this borrowing; it is going to be a tremendous weight on the markets. That said, I think that the weakness in the stock market will suppress yields for some time to come. We are in a deflationary environment; deflation should be the focus. We are going to continue to see deleveraging, not only from the private sector, but also from…

Your 4%, your call sort of a range around 4%, is your horizon on that, is it as far out as say 12 months?

It may be a long time. I’m not saying that the Fed will never tighten again in my lifetime or my career, but I am saying that the markets will tighten dramatically ahead of that and that I think the best caution that we can put to it is that we would welcome some inflation back into the system as a company, but we don’t see that fundamental aspect leaking into the economy at this point. Right now continue to look for more assets coming on the market that need to be liquefied and refinanced. Commercial loans, commercial properties especially have to be in distress. We think the CLO market is also in distress. All of these financings are going to happen over the next two years and it’s going to provide a huge opportunity on top of what’s going on in the muni market.

Your next question comes from Andrew Wessel - JP Morgan.

Just a question on state of the repo market, it looks like everything has really settled down. Talking to our own repo desk, it sounds like best customers are coming back in now and actually getting a haircut to LIBOR on short term trades. With funding costs as low as they are and still with swap rates pretty attractive for hedging that out, what are your thoughts about increasing leverage given your running very, very at the low end of where you’ve run historically? Do you feel like there’s enough stability to lever up in this environment?

There’s certainly enough stability in the environment and the repo markets has definitely improved significantly. It’s just whether it makes good sense or not with. There is still the Fed’s MBS purchase program out there, which, as Mike mentioned, they do about $20 billion a week. They’re up to $600 billion odd. There is a point when that is going to leave the market. I think they’re starting to try and communicate that with the market. A couple of mortgage strategists have written pieces about how they will exit the market. It is not our belief that they intend to sell anything, but just be active not buying anything further could put some weight into the mortgage space, which I would love to see and our feeling is that they probably do it later this year. I know a lot of the Fed programs are set to end at 12/31 this year. I’d just like to see, there’s no reason to rush ahead of it. As the Fed has demonstrated, you can easily buy $20 billion a week, not a problem. I think selling $20 billion a week maybe a problem as treasury is starting to find out. So we would just like to sit back and see how things unfold. The Fed has communicated pretty clearly that they intend to keep rates low on the short end. So I think what they’re advertising is a steep yield curve for some time. So for Annaly we’d like to just see where the mortgage rates kind of end up given the eventual end to their purchase program.

So, if I can just back that out, I mean it’s more of an asset valuation issue right now than it is…?

Absolutely, I mean, it’s not like. Obviously there’s good spread out there, all spread is not created equal. So why rush ahead when we’re producing tremendous returns as we are and things are improving and you just there’s that one buyer out there that eventually is going to stop.

Your next question comes from Henry Coffey - Sterne, Agee.

Two questions really. One very specific, should we wait for the Q or can you give us some detail on the cost basis and principal basis of your mortgage portfolio?

Yes, typically we wait for the Q. The information is really detailed in the Q.

Secondly, you did grow the portfolio this quarter. Should we view that as a shift in view or just a natural part of using available cash flows and available leverage?

There really was a very minor changes in the growth of the portfolio. The leverage is obviously at the lowest that we’ve ever announced as a public company, the spreads are about at the highest that we’ve ever announced as a public company. So any changes in there are really at the margin of mark-to-market change in leverage, et cetera and the new instruments that we use on swaps may skew that against past analysis, but the bottom line is that we think that there’s opportunities all over the market. We intend to be opportunistic across the board here and Welly will call the shots about how to take advantage of it and what sectors to go after and pretty much that’s all we really want to say about it.

Your next question comes from John McWade – Unidentified Company. John McWade – Unidentified Company: I have one question and I’d like to talk about the over collateralization required by your lenders. What do you foresee that to be six and 12 months out?

The markets are returning towards what they have traditionally looked at in terms of haircuts, which is how we would describe that over collateralization, which the Fed has been very diligent at setting out schedules like that post the Bear Stearns markets debacle on St. Patrick’s Day. It seems so long ago now, but those haircuts are typically anywhere from 102 to 105, depending on the kind of collateral maybe 107 with some changes in there about the nature of the collateral, but certainly at these operating leverages it’s way inside of what we typically have used and set a standard for ourselves. I feel like we are extremely liquid at this point, extremely well collateralized with a lot of flexibility in what we do and I don’t see that changing materially over the course of the next year. John McWade – Unidentified Company: The last question I have is related to that loss you took in the fourth quarter on the unrealized loss for interest rate swaps, which was an accounting loss, but not a tax loss.

That’s correct. John McWade – Unidentified Company: Could you tell us at June 30, what the difference is between tax and book as it relates to interest rate swap losses?

For tax purposes you do not realize, until you terminate the swap, the loss. So anything that you’re seeing on our financial statements and the income statement is a book adjustment and a book gain or loss, but not on the tax side.

It’s important to keep in focus that when we determined to use a REIT structure when we first brought the company public, that we recognize that it is an extremely passive structure in which you have to take a long term view of the acquisition of assets and the way that you set out your liabilities. There’s a lot of analysis and decision work that goes into constructing the portfolio that Welly and the team put together both on both sides of the ledger, but it’s always taken towards the view of respecting that passive nature of REIT access and REIT laws and making sure that we’re doing the right thing for cash flows over a long term basis not per a trade.

Your next question comes from Joe Stieven - Stieven Capital.

Almost all my questions were asked except for one. With your thought on the rate cycle that you talked about can you guesstimate what you think or, I mean, because obviously it’s important to what you’re buying, but what type of CPR rates do you think would be probably appropriate when you look to model stuff, because your CPR has been running pretty good for you guys.

It depends on what you’re buying.

Right, I was going to have you go over your menu of what you’re buying.

Yes, I mean I’ll just give you a generalization if you’re buying a discount you might argue that SPEs are going to be very slow if you’re buying a premium you might argue that SPEs are going to be very fast. What you are due to get the best price is not always where things come in obviously. Our expectation is that a lot of the backlog in, due to capacity constraints we’ll continue to flow through as the Fed tries to orchestrate a manipulated mortgage rate. So how long they can keep that going that backlog will continue to push its way through. If they put out there the 125 LTV, which may capture marginally more, I don’t think it’s going to throw that wide of a net to create massive Refi activity. Nonetheless, they create another modification program that starts to impact Refi activity. I think you just have to be cautious on both sides, that the market becomes much longer than people expect and that there’s always the possibility that becomes much shorter due to some of the Federal programs out there.

Just across those lines in general, Joe, if you do an analysis of Annaly’s dividend yield versus the SMT500 dividend yields, which obviously dividends are tremendous components of total rate of return overtime for any equity position, but especially that is the case in the case of Annaly. We are very close to the all-time high spread difference between our dividend yield and the SMT dividends when obviously those SMT dividends are now shrinking and going away and perhaps losing their advantage in a year that from the Bush tax cuts on dividends. So from my perspective, those riffs are way overstated into cash flows of our company and that spread is an extremely generous spread given the shape of the yield curve, the nature of the risks and the opportunities that are in the market and total rate of return just on a cash flow dividend basis. So I think a lot of that has been recognized by the market and is perhaps being overstated.

Your next question comes from Matthew Howlett - Fox-Pitt Kelton.

Is there an excess capital dollar amount that you could provide that would be currently available to Annaly to either grow the REIT portfolio assuming haircuts stay constant? Or one of the taxable subs/REIT subs, Chimera that you’ve created? Then, Mike, looking out a year from now, maybe two years from now, is the percent of Annaly’s capital that’s going to be dedicated to the nontraditional business of MBS; is there a percent that you have in mind?

No, I mean if you look at the original prospectus and the original investment indenture that was put together for Annaly, Annaly could have at any time over the course of the past 11 years gone out and done 75% agency and 25% of non-agency or other structured products and been consistent with that. With that said, we’ve come to recognize over time that the agency portfolio, returns that we’ve created are extremely valuable contributor to our investor base and that’s where we want them to focus on those returns, in short government products. We also made the commitment to investors that when we did see opportunities in other markets we would participate in those opportunities by shooting down capital from Annaly rather than taking performance bonuses, rather than taking extreme compensation measures across the board. We get compensated at the Annaly level. We participate just like all other Annaly shareholders do, in the way that those things play out. So I wouldn’t say that we have a hard and fast target. We have a view of the way that the markets are going to operate in the future, which we think we’ve been very clear expressing that we think that the world has changed dramatically. I would say without hesitation that the field is broken, in terms of the way that the structures have existed for the vast amount of my career and we have spent the better part of the past five years preparing to go through that field and take advantage of what’s left and to help create that which what knew, and the one thing I love about being in this company is that I have a great team of broken field runners and we are running all over the place on behalf of the shareholders. I love the way they are motivated, I love the way they are structured and I love the way that they’re going after it. So I’m not going to put a number on that that stops that. The markets will always judge that in their own wisdom, and that’s the way they are going to look at it.

As it stands sort of June 30, in terms of the excess capital that you have available. I know you’ve [exceeded] some money to the broker dealer. There is a commercial REIT in registration. Is there a dollar amount that could be available to further these businesses or redeploy towards the traditional agency MBS business?

No, I’m not going to put a dollar number on it. It will be consistent with the REIT rules; it will be consistent with the New York Stock Exchange rules. We have chosen as a group to act with the fullest transparency and liquidity across the board in all of our structures, and that means that we are clearly being monitored by everything from the SEC through the IRS, and in offshore markets by those regulatory authorities and the team here has been built out to conform to that, and where capital is needed and capital can be incentified for the shareholders, we are going to take advantage of it. The company is growing very nicely against a backdrop of what we think are opportunities that we’ve been waiting years for. So I love the structure of the hub and spoke that we’ve created, I think it’s paying off dividends in a material way for our shareholders and will continue to do so for the future.

Your next question comes from the line of Ed Groshans - Ladenburg

I have a kind of a long winded question. I got on the call late, so I hope it wasn’t asked, but today we heard the story of Bank of America hindering some low-nods, there’s talk about cram-down resurfacing down in DC and then the services were brought down to DC, I believe it was earlier this week also. So I just wanted to get your view of how likely do you think that forced mods will come into play, in the next six months or next 12 months, or do you think that’s not likely?

I would say we did discuss this briefly in the opening comments, and I would encourage you to listen to them if you can, Ed. I think that what we all need to do is take a step back and understand that the modifications are not working, cannot work. You have to look at that modification form, as I have to get a sense of how difficult it is for many people who perhaps had no documentation loans or high appraisals or shaky appraisals, that were speculators, that owned a lot more house or houses than they should have owned. To get a sense of how bad and extreme this took place between 2002 and 2006. We can to try to shove people into homes, but the evidence so far is that within 90 days most of those loans collapsed. In a recent visit to Washington we’ve had discussions with some of the senior staff of some of the legislature, and I’ll talk a little bit about the credit card legislation just to give you my sense of overall, how this interference is being handled, because apparently there was a great debate on the credit card side about how long they should wait before they really allow people to put in a credit risk spread on someone who’s struggling to repay their credit cards. The debate was between the republicans, at 12 months she’d give the window into the companies and for the democrats it wound up being 30 days and it was great deal of debate on the floor about that and the republicans walked away frustrated and depressed that they had lost that battle. Then they looked at the statistics, and they realized that even when you modify those loans most of them go into default within 30 days again anyway. So we are in a massive deflationary environment, we’d better come to realize it, we’d better understand that the world is dealing with it across the board, that it is happening in country after country and credit sector after credit sector, and that it is best to operate prudently and to operate conservatively within that framework. That’s how it’s going to be for the future and modifications, changes to lending structures, in my mind the more that they do the greater the opportunities will be for informed people to take advantage of it throughout all of that once the wind passes and we are preparing for that.

I guess, if you look in your crystal ball. What do you think the GSE structure looks like three to five years out?

I think that there’ll be one GSE. I think it will be an insurance company and I think that it will be providing origination and insurance, and perhaps some affordable housing incentives underneath it and that the portfolio business that they managed for 30 years is gone forever.

Since they’re doing insurance, you think that the agency MBS market will still be in existence as a result?

They are the greatest insurance company in the world right now, even better than AIG. Your next question comes from Jim Young - West Family Investments.

If you go back to the start of the June quarter, what developments in the mortgage market from an asset and liability perspective surprised you the most during the quarter, and what issues today are most debated and discussed as you manage the portfolio going into the future?

No major surprises. The one thing that was happening in the State, that the repo market continued to improve, liquidity continues to improve. Obviously the main discussion, I think is around the largest buyer out there right now and when they exit the market, when they stop and what that means. Coupled with the largest issuer we are out there and how much that’s going to weigh on the pricing of everything and that’s in case you are waiting for more. If there are no further questions I would now like to turn the conference back to Mr. Ferrell.

On behalf of the team here, I’d like to thank you all for participating in the call today and please do take a chance, if you can to take a look at the website, especially on our research papers and white papers. If you haven’t signed up, please do so. I think you’ll find them helpful and informative about our views during the course of the quarter when we’re not communicating through earnings calls, etc. I’d like to take a moment to recognize the asset and liability managers here for the terrific job that they’ve done over the past tow years especially in helping to navigate a great deal of this. We’re not saying that it’s over. We think it’s still continuing, but I think we are in a very profitable position as a firm to take advantage of all of the dislocations that have happened and continue to happen across the credit markets. With that said, we wish you a good summer and we’ll speak to you in the fall.

Ladies and gentlemen, if you wish to access the replay for this call you may do so by dialing 617-801-6888 or 888-286-8010 with the ID number of 6773-1924. This concludes our conference for today. Thank you all for participating and have a nice day.