Good day everyone and welcome to the Q1 2018 Annaly Capital Management earnings conference call. All participants will be in a listen-only mode. [Operator Instructions]. After today's presentation, there will be an opportunity to ask questions. [Operator Instructions]. And please note that today's event is being recorded. I would now like to turn the conference over to Jessica LaScala. Please go ahead.

Good morning and welcome to the first quarter 2018 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 Factor section in our most recent annual and quarterly SEC filings. These risks and uncertainties include, but are not limited to, the ability of the parties to consummate the proposed transaction on a timely basis or at all and the satisfaction of the conditions precedent to consummation of the proposed transaction. 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 the 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. Also note that nothing on this call constitutes an offer to sell or a solicitation of an offer to purchase any shares nor is it a substitute for the exchange offer materials that Annaly and its merger subsidiary have filed with the SEC. Annaly and its merger subsidiary will file a tender offer statement on Schedule TO, Annaly will file a registration statement on Form S-4 and MTGE will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the exchange offer. The exchange offer materials, including an Offer to Exchange, a related Letter of Transmittal and certain other offer documents and the Solicitation/Recommendation Statement will contain important information. MTGE shareholders are urged to read these documents carefully when they become available because they will contain important information that holders of MTGE securities should consider before making any decision regarding exchanging their securities. The Offer to Exchange, the related Letter of Transmittal and certain other exchange offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of MTGE common stock at no expense to them. The exchange offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC's website at www.sec.gov. Participants on this morning's call include Kevin Keyes, Chairman, Chief Executive Officer and President, David Finkelstein, Chief Investment Officer, Glenn Votek, Chief Financial Officer, Tim Coffey, Chief Credit Officer, Timothy Gallagher, Head of Commercial Real Estate and Michael Quinn, Head of Commercial Real Estate Investments. Please note, this event is being recorded. I will now turn the conference over to Kevin Keyes.

Thanks Jessica. Good morning everyone and welcome to the call. I would like to begin with a brief summary of Annaly's acquisition of MTGE Investment Corp. which we jointly announced last evening. First, I would like to thank everyone who was been involved in this transaction, my team, our advisors and the Annaly and MTGE Boards of Directors. These deals honestly take a lot of hard work and I personally very much appreciate the collaboration and the effort needed to successfully complete this deal. The strategic nature of this transaction is a unique combination adding to our franchise value and is in the near and long term best interests of our shareholders. There are numerous reasons which all shareholders benefit from this transaction. To summarize, I will review my top five. First, the asset and business diversification it offers. Second, the deal is accretive and the structure provides further upside. Third, the strategic synergies and cost savings to be realized. Fourth, the increased scale and liquidity of the combined company. And number five, the inherent value creation that consolidation brings to both Annaly and the mortgage REIT sector overall. On the first point, through this combination, Annaly's evolution continues as we further expand our ability to invest in multiple areas across all four of our business segments. As it relates to MTGE's portfolio, the assets are highly complementary and add meaningfully to our existing agency and nonagency portfolios. Additionally, MTGE's countercyclical healthcare real estate assets will increase the number of our available investment classes to 37, approximately three times as many as when our diversification strategy was initiated. The healthcare real estate properties also provide stable long-term triple net lease cash flows to our company. Pro forma for the transaction, Annaly will have 27% of its capital allocated to interest…

Thank you Kevin. The first quarter saw meaningful rise in interest rates, which was fueled by a positive domestic growth outlook, the Federal Reserve signaling for a continued steady pace of interest rate hikes and rising levels of public debt. A further challenge to managing mortgage portfolios came from a widening in agency MBS spreads coincident with the rate selloff and flattening of the yield curve. Meanwhile, credit spreads saw a modest widening which occurred largely amid the increased volatility in equity markets but spreads still remain at post-crisis type levels. Prior to discussing the onboarding of the MTGE portfolio, I do want to provide details on the first quarter and I will begin with the agency portfolio. Our efforts in agency were largely focused on managing leverage and duration in light of interest rate and spread volatility throughout the quarter. We reduced our TBA position and significantly increased our interest rate hedges to a hedge ratio of 94%. Consequently, we ended the quarter with slightly lower economic leverage and meaningfully reduced sensitivity to interest rate fluctuations. We achieved this despite the reduction in equity as well as the MBS duration extension associated with higher interest rate. Specifically with respect to our hedge composition, we substituted out of our Eurodollar futures and replaced those hedges with shorter dated interest rate swaps, which explains our higher swap balance and combined with the restrikes that we completed in the fourth quarter lowered the overall pay rate on our swaps portfolio. The spike in LIBOR this year has had a beneficial impact on our liabilities considering that repo rates have tracked overnight index swaps more closely than LIBOR. This has led to a receive rate on our swap portfolio well in excess of the financing rate on our repo portfolio. LIBOR remains elevated…

Thank you David. Beginning with our GAAP results. First quarter GAAP net income was $1.3 billion, or $1.12 per share, compared to approximately $750 million or $0.62 per share for Q4. The primary factor driving the results was unrealized gains on interest rate swaps, which improved by approximately $490 million for the quarter. Additionally, net interest income increased over $85 million on a combination of higher coupon income and lower premium amortization expense as CPR's slowed. Core earnings excluding PAA were relatively flat to last quarter at $385 million, or $0.30 per share. Among the highlights for the quarter. Higher agency MBS average balances produced an increase in coupon income, which was partially offset by higher PAA adjusted amortization. Additionally, our resi loan and MML portfolios contributed to an increase in interest income, while dollar roll income was relatively flat. Interest expense increased driven by both higher repo balances and higher rates, with the average rate rising to 164 basis points from last quarter's 141 basis points. A significant portion of the increased funding cost was mitigated by a reduction in interest costs related to our swap hedges, which were impacted by the factors that David enumerated. As a result, the hedge portfolio at period end is now in a net receive position which will benefit us in future quarters. The hedge book limited the rise in our overall funding cost to seven basis points, which also limited the impact on both our net interest spread as well as our net interest margin. And our key financial metrics remained solid. In addition to net interest margin and net interest spread, core ROE ex-PAA, was unchanged at a healthy 10.7% and our operating efficiency metrics remained at favorable levels consistent with the scale benefits of our operating platform. Turning to the…

[Operator Instructions]. And it looks like our first questioner today will be Doug Harter with Credit Suisse. Please go ahead.

Thanks. Kevin, on the acquisition, the prior two acquisitions you made were at discounts to book and while I hear the other benefits to have of the acquisition, can you just talk about why at this price versus the discounts on the other two deals?

Sure. I will give you the short Reader's Digest version and we can go into as much details as you like, Doug. First, the way we value these companies, the public companies anyway, externally and anything we value internally, we look at more than one metric, as you might imagine. But in terms of your question, book value relative to the previous two deals, I would say the short answer is that this portfolio, frankly, reflects the least risk versus the other two. A large percentage of the assets are obviously agency and resi credit, of which not only is it fairly transparent in terms of those relative valuations but frankly, I think we are probably one of the best in the world at understanding not just the current valuations but frankly the potential valuation given where we are in the cycle. So the multiple reflects, really, a relatively pristine portfolio on the agency and resi credit side and then the ultimate call option here are the other assets predominantly made up and represented by the healthcare portfolio. So in CreXus, that was a different and a different cycle. That company was smaller and more of a liquidity trap with a different type of origination model, so that discount make sense, tied to the assets in the portfolio at the time. And with Hatteras, that company not only was predominantly made up of floating rate ARMs but it had an operating entity within it that was highly costly to run which not only impacted their valuation, it impacted their liquidity. So all these deals are relative and I think where we ended up striking the price here, I think is a very good balance of, we definitely have potential upside with the portfolio across the board and the transaction structure was structured accordingly for that for the shareholders. So you get the premium and you get the upside, but basically this valuation and where it came out was really tied to the transparency of the assets in the portfolio. The other thing, the additional day here is folding into our company and our operating platform, we are going to this run three times more efficient than it was as a standalone company, which is always our goal to plug-and-play and make it accretive not just on earnings, but make it accretive tied to additional cost savings.

Thank you Kevin. And then on the healthcare assets, is that something that you will look to continue to originate or just hold the existing assets?

We re analyzing it now. What I think is unique about this is, we are one of the few companies that have the internal expertise to not just to manage these assets, but to figure out the strategy of a healthcare portfolio. So we are assessing it. I think it's a platform that we think, on a relative value basis, is a good entry point. I think many times when you do these types of deals, people are skeptical about our "diversification", but the fact that we are able to onboard that type of portfolio should exemplify the people that we have businesses within our businesses. We have expertise within the commercial real estate group, a group within a group that manage these portfolios historically, both on the equity side and the debt financing side. So this is a real diversification play and we are not guessing about how to manage them. We are just early-stage in terms of how we are going to think about growing it.

Okay. Thank you.

Thanks.

And our next questioner today will be Bose George with KBW. Please go ahead.

Hi. Good morning. Actually, in terms of the deal, once we include the cash component of the deal, will your leverage go up? Or are you just going to rotate cash from other investments to finance the deal?

Hi Bose, this is David. As I said in my prepared comments, leverage should go up about two-tenths of a turn. But again that's perfectly well within our comfort range. So we ended the quarter at 6.5 times. Right now, I would say we should end around 6.75 but will oscillate around that and things could change.

And the structure was meant to come up with the optimal pro forma capitalization and it's even frankly more conservative on a leverage basis than at the time of Hatteras where I believe on that deal our leverage went up about 0.5 turn. So we backed into where we wanted to be. We didn't end up where we didn't want to be.

Okay. That makes sense. Thanks. And then actually switching to the LIBOR-OIS spread, can you just quantify the benefit as long as that remains where it is, what the benefit to your spread is?

Sure. So right now LIBOR-OIS is about 51 basis points, Bose. It's been as high as about 59. It's come up over the past couple of weeks. We think it's probably in upwards currently of 20 basis points outsize relative to where it will normalize roughly a year from now but a lot of that normalization will come over the very near-term. In fact, the forwards price LIBOR-OIS to converge by about 10 basis points just this quarter. so it's a small tailwind for us but nonetheless, it will help this quarter. In terms of our overall swap expense, I think we were at $48 million for this quarter. With a positive spread, now we expect our swap expense to actually be a benefit to the tune of around $35 million to $40 million based on the forwards this quarter at the end of the quarter. And again repo expenses are going up with the fed hikes, so that offset that to some extent.

Okay. Great. Thanks. And then actually just one more on book value. Can you just comment on how book value has trended quarter-to-date?

Sure. So as of month-end on Monday, we were roughly unchanged on the quarter. The snapshot was 10.50% versus 10.53% at the quarter-end.

Okay. Perfect. Thank you.

And our next questioner today will be Rick Shane with JPMorgan. Please go ahead.

Hi guys. Thanks for taking my questions this morning. I just want to talk about the swap strategy in the implications. Obviously, you increased the hedge ratio. You chose to do that frankly in a shorter duration than you have over the past couple of years. Was that just a function of pricing? Or how should we be thinking about this?

Rick, this is David. So the reason why it's shorter duration is because we replaced our Eurodollar futures which are all relatively short duration. So those were roughly duration matched. When we took off the Euros, we simultaneously added swaps. And since those were short duration, the swaps matched those duration. But we didn't change our overall curve profile. In fact, currently we are somewhat spread across the curve, I would say, in terms of our hedges. We do think the front end is relatively inexpensive. But I would say that we are considerate of both Fed expectations as well as investor constraints at the long end of the curve that necessitate investment out of the curve, despite a relatively low longer term rates, such as pensions. And so were agnostic in terms of the curve and do not have curve trade on.

Got it. And I am going to ask a dumb equity guide question, but the Eurodollar position was $17 billion position. The notional value of the swaps went up by about $30 billion. Is there something that's different in the convexity of those two instruments on why you would increase why effectively it would be 2X in terms of swap position?

No, Rick. They were one-for-one match. There is not an economic difference or material economic difference between Eurodollars and swaps, but why you see the increase in balance is, as we talked about last quarter, the increase in hedges associated with the rate selloff and a desire for greater interest rate protection.

Okay. Got it. Thank you guys.

And our next questioner today will be Ken Bruce with Bank of America Merrill Lynch. Please go ahead.

Thanks. Good morning. I have a couple of different questions. I guess first on the acquisition and the diversification. Kevin, do you feel like this point this is diversification for diversification sake? Or are there specific capabilities or different asset classes that you are looking to add to the portfolio?

I don't think we are confusing motion with progress, if that's your question. I think, what we have done is we have just -- I picture us as we are a company built for the future and I don't want to get too hokey but this we spent a lot on R&D within our strategies over time. And the resulting factors, did I expect to have 37 different options in the four businesses three years ago? No, we didn't target each and every one of them. We have recruited and hired people that are really good athletes that can do more than one thing and that's how we have been able to scale, grow and diversify. So the product of our strategy, diversification for diversification sake, it's really been a function of having the most athletic talent in complementary businesses in both highly liquid sectors and in credit businesses that are more opaque and less competitive. So it's really been a plan. It hasn't been like random. And I think, at the end of the day, the takeaway or the easiest way to describing what the goal was, was really to have a plug-and-play strategy where you can be opportunistic when you have the most options and the most cards on your side of the table. So as we talked before, in difficult market environments over different cycles, it's nice to not have to be perfectly right every single time you are making an investment. And when you have more options, you have more room for error. So we won't stay we are the smartest guy in the room. But we are the biggest, most liquid guy in the room with the most options. So by definition, we should be the most stable and we should have more opportunities than anybody else. It's kind of that simple.

Right. The reason I ask is, I guess from my point of view, you have got a lot of the capabilities for investing in some of these different asset classes anyway and obviously you could with those capabilities, you could replicate the portfolio. So I am trying to understand if you see this as a good financial transaction in the context of the assets or if this is an exercise in terms of consolidating capital across the industry, which from my point of view ultimately is what is going to occur and for those managers that aren't successful enough to keep up with their peers, those are the ones who are going to fall by the wayside. So I guess that's what I am trying to understand, if this is a basically consolidation of capital?

I would say, yes and yes, right. I think we are built, the way we are going to consolidate is because we are diversified. There are certain companies that if your one or two strategies or in this case three, they were complementary, there is not many companies that match-up that way. So diversification allows you to be more opportunistic. And the second part of it is, yes, I had said, I think people and we laugh about it, I think couple of years ago when I first opened my mouth about consolidation when my role transitioned, it was definitely my opinion, the markets are always about a race for capital and the strongest survive. And our sector just happens to be one where I will take the high road, but it's been a sector with more smaller companies than most other industries. And I also pointed to the BDC industry as parallel. And the reason I bring up the equity REIT industry that you are familiar with, Ken, is obviously it's a more mature industry today and it's close to $1 trillion in value in terms of market cap, but in the early 90s, no one even really knew how to spell REIT in the equity market. So not that we are going to $1 trillion as an industry in 10 years, I just think the strongest survive and it is a race for capital because investors are smart and capital is limited and they are only going to invest their capital in the best companies. And I think that analogy directly applies to our industry and our strategy. And our goal is not just to consolidate for the sake of consolidating. Our goal is to tick off know the best opportunities, both internally and externally that maintain and grow our capital base and keep this engine churning out stable earnings and cash flow. So its' yes and yes.

Yes. I appreciate that commentary. I guess from the perspective of the market today, there is still a target rich environment out there. My last question as it relates to the increasing of the hedging strategy, I am not trying to be critical here. I guess I am trying to understand if in fact that you are increasing hedging at the time that volatility is also increasing. Is that an efficient way to essentially position the portfolio? Or are you always chasing the market? Sorry for that types of questions, because I know it's a little hypothetical, but if you could just give us some sense as to how you think about that?

Hi Ken, this is David. I would say, it's perfectly u consistent with the increased volatility. If you just look at this quarter, rates are 20 basis points higher. We obviously went through 3% and I think the hedge positions that we added has certainly protected book this quarter. And just the fact that the matter is, you are just not getting paid as much for taking interest rate risk, given the volatility and another factors like the flatness of the curve. And so it just makes more sense to have a better protected portfolio from a hedging standpoint. And we will maintain that position until we feel like rates have gotten to a point where the market looks cheap or other factors through the diversification strategy enable us to take off hedges.

And I think the endpoint is tied to your first question, why are we diversified and what's the goal of consolidation? And in here, I think your question on just this quarter, the strategy, it's been consistent with David and the team over the past three or four years. I don't think we have been really chasing much of anything. I went back and we studied for these calls but our book value performance has been quite good. I think we are about 300 basis points in better protection than the rest of the sector over the past six quarters, which involve some of the most volatile time periods. So we are building this model to protect capital in order to be opportunistic to grow it. You have to got to protect it if you are going to net net grow it. f But I think we look at over time, not just one quarter and you know that whole speech, but the strategy doesn't just pop up once the market chips. We monetized a good portion of assets in the first quarter, because the market was getting more volatile and by the way, it freed us up to do this acquisition much more efficiently and our leverage barely had to move because we had positioned that way in front of it. So it's all tied together but I think quarter-to-quarter thinking is not what we are really preoccupied with where others probably are because they are financed month-to-month or quarter-to-quarter and they have thirty-day dividends and other short-term restrictive parameters that they have to keep to. We don't have to do deal with that stuff.

All right. Okay. Thank you very much. I appreciate it.

Thanks Ken.

And this will conclude our question-and-answer session. I would like to turn the conference back over to Kevin Keyes for any closing remarks.

Thanks everyone for dialing in and for your interest in Annaly Capital and we will speak to you all next quarter.