Good morning and welcome to the Annaly Capital Management Third Quarter 2016 Conference Call. All participants will be in listen-only mode. [Operator Instructions] After today's presentation, there will be an opportunity to ask questions. [Operator Instructions] Please note this event is being recorded. I would now like to turn the conference over to Jessica LaScala from Investor Relations. Please go ahead.

Good morning and welcome to the third quarter 2016 earnings call for Annaly Capital Management. Any forward-looking statements made during today's call are subject to risks and uncertainties which are outlined in the Risk Factors section in our most recent Annual and Quarterly SEC filings. Actual events and results may differ materially from these forward-looking statements. We encourage you to read the forward-looking statements disclaimer in our earnings release, in addition to our quarterly and annual filings. Additionally, the content of this conference call may contain time-sensitive information that is accurate only as of the date of this earnings call. We do not undertake and specifically disclaim any obligation to update or revise this information. During this call we may present both, GAAP and non-GAAP financial measures. A reconciliation of GAAP to non-GAAP measures is included in our earnings release. Please also note that this event is being recorded. Participants on this morning's call is Kevin Keyes, Chief Executive Officer and President; David Finkelstein, Chief Investment Officer, Agency and RMBS; Michael Quinn and Jeffrey Thompson, Co-Heads of Annaly Commercial Real Estate Group; Glenn Votek, Chief Financial Officer; and Tim Coffey, Chief Credit Officer. I'll now turn the conference over to Kevin Keyes.

Good morning, everyone. Following the third quarter in which Central Bank bond purchases reach their fastest pace since 2008. The global bond market is headed in one direction to start the fourth quarter. In keeping with October’s reputation for difficult markets, yields sold off dramatically leaving to the worst month of losses since the 2013 taper tantrum. The 10-year US Treasury is up 25 basis points with nearly half the move realized in the past 10 days and yet global bonds are still outperforming headed for their year of return, since 2009. The push and pull in the global markets and relative asset valuations rolls on. While the monotonous debate of its causes and effects continues. Structural versus cyclical, growth versus inflation and the Central Bank’s daily appetite for continued stimulus versus a potential prescription for a newly found diet plan. Amidst this market turmoil and lack of fundamental direction, in our mind the third and start of the fourth quarter have not been surprising at all. These times represents the type of challenging environment we’ve been preparing for and as I’ve said many times there are the types of market that overtime separate the haves from the have not, in every industry. In the US the market has been acute, confused so we [ph] best kept guessing about the cost of money, the path of interest rates and the technical effects of the debate I just described. For yield oriented strategies in the equity market, this lack of clarity has impacted valuation and conviction in various income producing sectors. As we speak to current and potential investors, we believe it is prudent to keep reminding the market that the two of the most revealing indicators of performance for any yield manufacturing strategy are stability and earnings and durability of…

Thank you, Kevin. After initially rallying to start off the third quarter interest rates ultimately trended higher led by the front end of the yield curve and mortgage assets across the spectrum performed well, the continued attractiveness of Agency MBS yields relative to global alternatives led to spread tightening in the sector despite robust issuance as both banks and overseas investors drove demand. Residential credit benefited from the continued positive trends in housing fundamentals, favorable, technicals as well as attractive valuations heading into the third quarter. With respect to portfolio performance both agency and residential credit contributed to our book value appreciation, higher prepayments did have a modest impact on our core earnings, this was largely offset by a lower average repo rate for the quarter as well as reduced swap expense as a consequence of the spike in LIBOR leading up to the implementation of money market reform. As a result, core earnings were in line with the second quarter and in the context of our current run rate. Turning to our portfolio activity, the most notable shift occurred in our agency position as we on boarded the roughly $11 billion of Hatteras ARMs. The acquisition also increased our TBA position modestly added to our residential credit holdings as well as introduced mortgage servicing rights to our portfolio. Prepayments were obviously elevated on the quarter and most notably in the ARM sector. We fully expected this at the outset of the Hatteras acquisition and we certainly priced this into the equation. And at this point, we like the added cash flow diversification ARMs bring to our agency position. We are now through the summer seasonals and prepayments and the recent increase in mortgage rates as well as the steeper yield curve, has and should continue to lead the strong…

Great. Thanks David. The fundamentals of the US commercial real estate market remains stable. While there is evidence the demand is slowing in most property types. Growing is still positive and supply is manageable. The publicly traded capital markets were mixed in the third quarter, after hitting an all-time high in early August, equity reached share prices have declined 15%. Directionally the market retreat has been in line with an increasing 10-year US Treasury yield. In the debt market, CMBS spread ended the third quarter largely unchanged as new supply remains limited. Transaction volume statistics are also mixed. Acquisition volume recovered to $115 billion in the quarter representing only a 2% decline on a year-over-year basis. Year-to-date volume is down about 10%. Large opportunistic and vale added capital sources have become highly selective, but foreign capital sources continue to pour capital into US real estate seeking safety and some positive yield. CMBS volume also rebounded from second quarter lows, $19 billion of issuance in the third quarter represents a 70% decline from the same period last year, while year-to-date issuance is still down about 35%. With risk retention rules to take effect at the end of the year, the CMBS market remains somewhat dislocated. High quality issuers with strong track record than large balance sheet appeared to be committed to market by introducing new risk retention compliance yields, but smaller issuers have yet to adjust to the changes. Turning to evaluation, property pricing in the US is slightly higher than last year up 3% to 5%. Cash flow growth is driving value as cap rate compression seems to be over. Commercial property price indices remain at least 20% higher than the prior peak. While operating fundamentals have supported this appreciation over the last several years, new transactions require very high…

Thanks Mike and good morning. I’ll provide a brief overview of the quarter’s financial highlights before opening the call up for your questions. Beginning with our GAAP results, we reported net income of $731 million or $0.70 per common share versus a second quarter loss of $278 million or $0.33 a share. Major factors driving the quarterly GAAP results included sequential improvements close to $780 million in the derivatives portfolio, $84 million in fair value investment improvement and $80 million increase in NII with the former Hatteras portfolio contributing close to half the NII increase. We also recognize $73 million bargain purchase gain related to the Hatteras acquisition as we acquired the company at a discounted book value. We incurred acquisition related transaction cost in the quarter of about $47 million which accounted for the sequential increase in our G&A expense. Our core earnings were $313 million or $0.29 a share which compared to $282 million or $0.29 a share the prior quarter and core ROEs were up to 10.1% versus 9.7%. Some key factors contributing to the quarterly core results, where [indiscernible] income about $50 million which was partially offset by $30 million of additional premium amortization exclusive of PAA, both of which largely relate to the higher asset balance just following the Hatteras transaction. Our projected CPR at the end of the period was just over 14% that compares to 13% to prior quarter and the increase in estimate CPR is largely a function of the change in portfolio mix given the increase in the ARMs portfolio. Our Q3 reported premium amortization expense was $213 million versus $265 million for Q2, which has $4 million of PAA compared to $86 million in the prior quarter. Dollar roll income was $11 million and while our average repo rates declined in the quarter by about 3 basis points, higher balances resulted in $21 million increase in interest expense. This was partially offset by lower swaps expense as higher received rates reduce our average net pay rate by about 17 basis points. Other income was over $29 million and was largely comprised of MSR related net servicing income and this amount was also partially offset by about $22 million of MSR amortization. And finally turning to the balance sheet, the investment portfolio was up about $10 billion whereas [indiscernible] driven by the Hatteras acquisition. Our book value increased almost 3% in the quarter to $11.83 per share and our leverage metric ended the quarter largely unchanged. And with that [indiscernible] we’re ready to open up the questions.

[Operator Instructions] our first question comes from Joel Houck from Wells Fargo. Please go ahead with your question.

My question has to do with, how do you look at the relative risk reward trade-off before commercial real estate and the middle market business. Obviously middle market business is smaller and growing, but those seem to have similar kind of risk return characteristics but that’s how high level, I’m curious as to how you guys think about it and will we see the middle market lending business catch up in terms of capital allocated relative to the commercial real estate business.

Hi, Joel its Kevin. I’ll give you the big picture and then we have the experts can weigh in here. I think, these businesses you mentioned kind of relative growth, they’ve both grown nicely and we’ve been doing both businesses for seven years, they’ve grown nicely but we’ve been patient with the growth. So in terms of going forward that will just continue. It’s really, you’ve heard us talk about before, it’s a relative value discussion first risk weighted returns across not just to those two businesses but frankly how they line up against residential credit and agency, but if you were to compare those two businesses I think one of the things in market haven’t really picked up on which is the balance of the portfolios and the strategy behind them. The middle market lending portfolio now represents really a counter cyclical stance whereby the commercial real estate business by definition is pro-cyclical. So inherently there is a hedge in these cash flows not to mention they’re half as levered in their floating rate predominantly and more durable in terms of their duration. But basically we measure the risk and returns at the top line, but we also look at the relative investments and the type of investments that the middle market lending business is taking and those cash flows, how they may respond or react in different economic scenario. So it’s kind of long winded way to say it’s not just any one answer as you know, it’s relative risk waiting, it’s really liquidity of those strategies or the ill-liquidity relative liquidity of the agency strategy but right now what we see in the market really our comments on regulation it is clear and present that the opportunity for us, is we have a big future to take up the slack with the banks, can no longer sustainably fill in terms of financing real estate in middle [ph] America. So long story short, they’re both comparable in returns and maybe I’ll ask Mike to talk about it first in the commercial real estate business. They’re comparable in returns but we really measure it, as to how it really supports the portfolio overall in terms of the cash flows.

This is Mike. So I would say in the commercial business we’ve been flat to slightly down over the course of the year and I think it has, there’s a number of factors that go into it. I do think the market in general in terms of new acquisitions has been quite a bit slower and we’re seeing that from the people that we do business with. So not a lot of new deals to bid on, there has been a significant not a refinancing in the market place and frankly there are others out there that have been more aggressive than us in pricing those deals. But if you step back and take a look at it, as Kevin said the real estate business is highly cyclical. I do feel like we’re at an inflection point in the business where growth from the demand side of things is starting to slow, it’s still positive but starting to slow and I’m not quite sure that is completely priced into the marketplace today and so that forces us to be very cautious when we underwrite new transactions. And the last thing I would say is our business is lumpy, we’re looking at larger transactions now and there will be quarters that we won’t do any business and so we’re not focused on keeping a volume up for the sake of keeping that volume up. And I think that’s what you saw in the third quarter. You know in the fourth quarter we’ve already permitted to a couple of transactions and have another deal in closing. So we’re not backing away from the market completely but we’re being very cautious.

Joel this is Tim Coffey. I think what I would add as it relates to the MML space, when you take a look at each of the individual investments that comprise the portfolio they’re quite defensive in posture, so to Kevin’s point about contra-cyclicality the investment that we make - are made with that being the prevailing them throughout the portfolio. And virtually everything that we’ve done to-date is debt [ph] type of the capital structure. So counter to some of the names that you cover in the BDC space, we operate typically the inverse as to most of the names that apply in your universe within the BDC coverage.

To put a cherry on top of the answer. Nobody is motivated for volume here.

Right.

Those pace [ph] to grow their book, so it’s relative value and as I said how the cash flows complement the agency business.

Thank you for your answers.

Our next question comes from Brock Vandervliet from Nomura. Please go ahead with your question.

Just following up on that topic and you mentioned Kevin in your initial remarks, the dislocation uncertainty around the CMBS market with respect to risk retention changing, it seems to spell greater opportunity. How do you think you play there? Do you play as a lender or might you play as a partner with a sponsor holding the subordinate tranche?

I mean I think the basic answer is, regulation across the board. Permanent capital vehicles like ours are set up to take advantage of it. In terms of how this risk retention kind of new line and the sand shakes out. I think we’re more focused on partnering with real estate owners and really single asset or multi-asset type deals and really providing the financing that the banks no longer, can no longer provide. So it’s, ours is a more of a transaction base business I think, when I mentioned my comments about non-conflicted financier is private equity, we’re nice partner for them. We’re more like Switzerland if private equity firm A, B or C wants to take a position in a building and the equity box. They much rather have us in the room as a lender then one of their own competitors. So my comments are really related to the core business we have here which is lending to real estate and not necessarily the CMBS flow market.

And this is Mike. I would just add, look we’re not going to be leaders in determining what the ultimate structures look like, we’re going to react to see what the market is going to do to pricing and it’s my view right now that given all this regulation it’s going to be more expensive for borrowers in the future than it is today and I think that benefits us. So that’s a very simplistic view in terms of very complex thing is going on right now. But I don’t think it benefits us to be a leader in this space. I don’t think there is any reason to be out and front of it and my view is, that there being more volume in the future at better pricing.

And competitively, we don’t like to talk too much about it.

Okay, all right. Fair enough. And quick one for David, clearly your agency book dynamics have changed materially with the Hatteras ARM portfolio. How comfortable are you with that the waiting that you currently have in ARMs. It’s obviously much, much bigger than the new origination market share in ARMs, steeper yield curves helped but how you’re feeling about that waiting.

Thanks, Brock that’s a good point you bring up about new origination. One of the tailwinds for the ARM sector are the technicals associated with the issuance and the fact that there is not a lot of supply expected in this sector. So from that standpoint we’re comfortable with the positioning in terms of pricing and support from a technical standpoint. Fundamentally, we obviously have seen significant amount of steepening in the curve over the recent past. We’ve gone from low 75 basis point between 2’s and 10’s now spot on 100 which is supportive of that sector for obvious reasons. One of the things we did do, as we on boarded Hatteras was we reduced modestly our 15-year position to sort of accommodate the on boarding of those shorter cash flows and as it stands currently, we think ARMs look to cheap to 15 years. So as a substitute for those front cash flows, where we’re perfectly comfortable maintaining them and we like the profile going forward as I said, work through the summer seasonals. We’ve seen a lot of fast feeds in that portfolio and we feel like it’s going to perform better and all of the factors that I just mentioned are supportive of that goal forward not just today’s price.

Great. Thank you for taking my questions.

Our next question comes from Douglas Harter of Credit Suisse. Please go ahead with your question.

Kevin, when you take a look at the portfolio where do you think you are in terms of diversification for your look forward, a year from now, is the agency allocation smaller and other piece is bigger? I guess how do you think about that.

That’s a fundamental question, we’ve been facing ever since we put all these strategies on balance sheet, one balance sheet. I would say a couple things first, we ended up where we’re right now as about where we wanted to be because we’ve reached to my comments on book value durability and earnings stability. The credit roughly $3 billion of equity capital in the credit businesses and frankly under levered right now, so we put some leverage, we still have capacity for more return equity, if we chose to finance it, more fully. We are this balance right now at about 25%-ish is that, we really think is the fulcrum to providing that incremental earning stability to keep cranking through this volatility in the rates market. So we’re where we are as a goal to really optimize the current return and relative risk of the portfolio. Going forward look we could, we don’t have to add a body or a computer to get the 50% credit, but we’re only going to swing to the more of the credit side of the business. Again back to relative value, given our incentives here only aligned to producing a liquid return. I’ll let David comment as well. I think the other thing that we remind people is, in this market where credit is pretty tight, pretty expensive and there’s more risk today than there have been when we’ve been growing the portfolio. It really comes down to in my mind especially this time of the year and this type of market is liquidity and if we’re making a credit bet [ph] in terms of a single asset or a single type of financing opportunity that credit return it has to exhibit a pretty healthy premium to the agency return. Liquidity right now, we’ve never been as liquid in I don’t know six to eight quarters because what’s going in the market. So if we’re going to make a credit investment or a credit financing it has to represent more of a premium in my mind today than it has when we’ve been growing it. In fact it gives you a sense for how we calibrate things.

Doug, this is David. I’ll just add onto Kevin’s I think if you asked us, if we talked about this quarter ago or so we would have thought credit broadly looked more attractive but obviously we’ve seen a fair amount of tightening in the sector as well as agencies, but credit’s done quite well. And currently, it’s surprised for carry [ph] not so much for spread tightening and appreciation to Kevin comments. And the agency market has tightened by no means at all, there are favorable tailwinds for both sectors Agency MBS is supported by strong demand as I said from both domestic investors as well as overseas getting the global yield landscape prepayments or expected to be better going forward with slightly higher rates. We have more accommodated Fed [ph] than we had a number of months ago with as evidenced by recent language both at the FONC statement level as well as the Dodd [ph] plots and even in recent speeches and we do feel like, they do have a strong desire to limit volatility over the coming quarters which is very supportive for the agency sector. So while spreads are tighter than they were in agencies to last quarter. We feel like they’re justified and we’re comfortable investing. Another point to note is, regarding leverage with the Hatteras acquisition we brought leverage up to 6.7 times. We’re currently at 6.1 times, that reduction in leverage was largely a function of the performance of the portfolio. But we will wait to see what the next couple of months brings about with respect to all of these risk events, but this curve looks like it’s going to stay reasonably well slopped and the environment looks good. We won’t be hesitant to add to the agency portfolio, but we’re certainly cautious here over the next couple of months. And on the credit side, housing fundamentals certainly look strong HPA is up 5%, delinquency is at lowest point since 2006, inventories are low. There’s $2 million in existing home sales and inventory versus $4 million and the consumer is strong, so the fundamentals there look perfectly reasonable and as Mike mentioned on the commercial side, at least with respect to what we’re engaged in that sector, we like the fundamentals. The market is priced appropriately here, spread tightening is warranted, but we’re cautious and we’ll make investments in a competitive fashion looking at all four businesses and whichever pocket offers the best return, we’re at point the portfolio in terms of diversification where there is real competition and we could select the best assets.

I guess just following up on some of the things you said, you know in the one hand you said the Fed is looking to kind of dampen volatility but you guys are holding more liquidity for sort of fears of volatility, I guess how do you square those comments?

Doug, it’s about the near term, like if you look at what we have coming over the next couple of months. And again, our leverage was brought down by the market but if you look at over the near term obviously the Election presents a huge binary event possibly for the market and we have a lot of global Central Bank policies kind of it, inflection points with the ECB, whether or not they’re or how they’re going to extend their QE. What’s going on with Japan and their monetary policy, which has a lot of observers, a little bit confused as to what the actual strategy is and then the Fed in terms of, we expect the rate hike in December and that’s largely priced in the market, but they’re still a little bit of information that is yet to come out through that event and if you think back to last year, when the Fed rates raise in December, there was a fair amount of volatility as a consequence of that and coincident with that and we expect over the near term there to be some shake ups in the market, that we think will create opportunities as I mentioned in my initial comments.

Doug, I would just say what happened in the last year beginning of this year, wouldn’t mind seeing happen again and in terms of our ability to move opportunistically when things widen out or other companies are hurting.

Got it, that makes sense. Thank you for the clarification.

Our next question comes from Rick Shane with JP Morgan. Please go ahead.

When we look at what’s happened with Annaly over the last five years, you’ve basically gone from what I would describe as a relative return vehicle concentrated in the single asset class to an absolute return vehicle across, as you guys point out a very diverse set of investment choices. I’m curious now we’re looking and again there are lots of different ways to calculate it for you, but we’re probably looking at ROEs on a core basis right now in the high single digits. I’m curious in the current environment, where you think that can go given the strategy and Kevin, objectively what you think the long-term goal is there especially as you’ve been able to stabilize book value?

It’s a fundamental question, Rick. I think it’s easy to go on and on trying to answer that. I think relative return versus absolute return. I’d say we’re hybrid. I think we’re looking for absolute returns that are risk adjusted, but are relative to our other strategies. I think the biggest difference between us five years ago to today. I kind of referred to it in my comments, this platform was designed years ago to really take advantage of what wasn’t happening five years ago after the crisis, the market needed to come to us and it’s come to us in terms of regulation and it’s come to us in terms of I think competitors that frankly we haven’t built out, what we built out. I actually looked back five years ago till today and what we really, five years as a yield manufacturer not a mortgage REIT and you know, you and I have talked about that, just given the liquidity of our currency and the liquidity of our balance sheet. I mean our unencumbered assets are greater than the next guy’s market cap alone. So five years ago till today, we’ve printed more dividends about $8 billion of dividends that’s more than Simon Property, Public Storage or MetLife, Goldman Sachs and American Express. So I view is, is our job is to generate cash flow for our shareholders and let them sleep at night. Where we’re set up now to as we’re kind of asset manager for the future. I don’t need to like brand a new website or anything, but I think we’re set up with optionality [ph] in a market where it’s very difficult to take risk in one single asset type month after, month after, month and a number of our competitors are doing exactly that. And they’re financed 30 days as well, so every 30 days. So we want to term out our financing as we added on and I think as we’re doing that, we’re adding to the more durable cash flows of the absolute returns of each business, but when you put it all together high single digits in this environment is pretty good and I think there’s incremental growth to that, as we showed with this Hatteras acquisition. So its capital appreciation in addition to these cash flows that I think can equate to double-digit returns and that’s what we’ve done especially since this new team’s been in place for last three years. Sorry for the long winded, but that was like a softball question, I had to hit it.

It was definitely an open ended question and look I historically think your old business or your historical business was probably a low-teen, a low double-digit ROE business but with a huge standard deviation around that and I think what objectively you’re saying is, perhaps it’s a tad lower than that, but you really taken out that standard deviation, that volatility.

Yes and I think less levered, longer term cash flows completing the liquidity of the agency business, which is essentially our cash flow. $1 billion cash flow month, there’s not many models out there that are generating that take advantage of volatility.

Got it. Thank you guys.

Our next question comes from Bose George with KBW. Please go ahead.

Actually just wanted to go back to the earlier discussion on commercial. It wasn’t clear, are you guys potentially interested in the BPs market that develops after risk sharing?

No, I think is the simple answer. There’s a lot smart guys at the investment banks trying to figure out how to make money, continue to make money in that business and my view is, that whatever options they come up with whether it’s sort of the vertical participation or the horizontal participation in new deals. Either one or two things is going to happen, there is going to be less capital available from new deals or the price is going to be higher and in my view both of those things benefit Annaly. Right? And I think that’s our simple approach to it right now and I don’t see us being a leader. If there are market opportunities in the future, we’ll obviously evaluate those but we’re not going to be leader in that space.

Okay, yes that makes sense. And then actually switching, the commentary earlier in the call suggested the MSR environment looks favorable can you discuss opportunities there, whether we could see you increase allocation?

Bose this is David. In terms of that portfolio and how we acquire these assets, as you’re probably aware we acquire month flow basis through Pingora Loan Servicing and that’s been a steady amount of acquisition since the acquisition of Hatteras. As we on boarded not just the Hatteras asset but also this MSR business, we did do a lot to both improve the credit quality of the asset as well as the prepayment quality and we’ve been very happy with how that’s developed over time. In terms of going forward and allocation to that sector, it’s important to note that, for Hatteras this was as they stated a 20% in capital business and it’s - for others that are still in this space it’s you know in the context of that as well. We do not believe that this is anywhere close to a 20% capital type business. It is volatile asset, it does very offer very attractive returns and obvious hedge benefits. But for us, it supplements income and it complements our hedges. And right now we’re at about 4% of capital. It could very likely grow and we would expect it to grow but very modestly and we have fortunately we have some strong expertise in both the prepayment sector as well as an individual who previously managed an MSR portfolio before and we’re very happy with the development of that portfolio and that business and so we’re very comfortable with the asset, but we don’t see it growing astronomically or anywhere in the context of what some others think as percentage of capital it could be.

Okay, great. That’s helpful. Thank you.

This concludes our question-and-answer session. I would like to turn the conference back to Kevin Keyes, CEO for closing remarks.

Thank you everyone for your interest and we’ll talk to you all soon. Thanks.