7. FAIR VALUE MEASUREMENTS

The Company follows fair value guidance in accordance with GAAP to account for its financial instruments. The fair value of a financial instrument 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 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 instruments fall within different levels of the hierarchy, the categorization is based on the lowest level 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 financial instruments as trading, available for sale or held to maturity depending upon the type of instrument and the Company’s intent and ability to hold such instrument to maturity. Instruments 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. Residential Investment 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. 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.

The Residential Investment Securities, interest rate swap and swaption markets 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 Investment Securities, 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 Investment Securities, interest rate swaps, swaptions, TBA derivatives and MBS options as Level 2 inputs in the fair value hierarchy. Additionally, as discussed in the “Commercial Real Estate Investments” Note, Commercial real estate debt investments carried at fair value are classified as Level 2.

The following table presents the estimated fair values of financial instruments measured at fair value on a recurring basis.

	Level 1			Level 2			Level 3			Total
June 30, 2016	(dollars in thousands)
Assets:
Agency mortgage-backed securities		$	-			64,862,992		$	-		$	64,862,992
Credit risk transfer securities			-			520,321			-			520,321
Non-Agency mortgage-backed securities			-			1,197,549			-			1,197,549
Commercial real estate debt investments			-			4,361,972			-			4,361,972
Interest rate swaps			-			146,285			-			146,285
Other derivatives			-			137,490			-			137,490
Total assets		$	-		$	71,226,609		$	-		$	71,226,609
Liabilities:
Securitized debt of consolidated VIEs		$	-			3,688,977		$	-		$	3,688,977
Interest rate swaps			-			3,208,986			-			3,208,986
Other derivatives			154,017			-			-			154,017
Total liabilities		$	154,017		$	6,897,963		$	-		$	7,051,980

	Level 1			Level 2			Level 3			Total
December 31, 2015	(dollars in thousands)
Assets:
Agency mortgage-backed securities		$	-		$	65,718,224		$	-		$	65,718,224
Agency debentures			-			152,038			-			152,038
Credit risk transfer securities			-			456,510			-			456,510
Non-Agency mortgage-backed securities			-			906,722			-			906,722
Commercial real estate debt investments			-			2,911,828			-			2,911,828
Interest rate swaps			-			19,642			-			19,642
Other derivatives			12,443			9,623			-			22,066
Total assets		$	12,443		$	70,174,587		$	-		$	70,187,030
Liabilities:
Securitized debt of consolidated VIEs		$	-		$	2,366,878		$	-		$	2,366,878
Interest rate swaps			-			1,677,571			-			1,677,571
Other derivatives			32,778			17,185			-			49,963
Total liabilities		$	32,778		$	4,061,634		$	-		$	4,094,412

GAAP requires disclosure of fair value information about financial instruments, whether or not recognized in the financial statements, for which it is practical to estimate the value. In cases where quoted market prices are not available, fair values are based upon discounted cash flows using market yields, methodologies that incorporate market-based transactions or other valuation methodologies. Considerable judgment is necessary to interpret market data and develop estimated fair values. Accordingly, fair values are not necessarily indicative of the amount the Company would realize on disposition of the financial instruments. The use of different market assumptions or estimation methodologies could have a material effect on the estimated fair value amounts.

The carrying value of short-term instruments, including cash and cash equivalents, reverse repurchase agreements, repurchase agreements and other secured financing whose term is less than twelve months, generally approximates fair value due to the short-term nature of the instruments.

The estimated fair value of commercial real estate debt and preferred equity investments takes into consideration changes in credit spreads and interest rates from the date of origination or purchase to the reporting date. The fair value also reflects consideration of asset-specific maturity dates and other items that could have an impact on the fair value as of the reporting date.

Estimates of fair value of corporate debt require the use of judgments and inputs including, but not limited to, the enterprise value of the borrower (i.e., an estimate of the total fair value of the borrower's debt and equity), the nature and realizable value of any collateral, the borrower’s ability to make payments when due and its earnings history. Management also considers factors that affect the macro and local economic markets in which the borrower operates.

The fair value of repurchase agreements with remaining maturities greater than one year or with embedded optionality are valued as structured notes, with term to maturity, LIBOR rates and the Treasury curve being primary determinants of estimated fair value.

The fair value of mortgages payable is calculated using the estimated yield of a new par loan to value the remaining terms in place. A par loan is created using the identical terms of the existing loan; however, the coupon is derived by using the original spread against the interpolated Treasury. The fair value of mortgages payable also reflects consideration of the value of the underlying collateral and changes in credit risk from the time the debt was originated.

The carrying value of participation sold is based on the loan’s amortized cost. The fair value of participation sold is based on the fair value of the underlying related commercial loan.

The fair value of securitized debt of consolidated VIEs is determined using the average of external vendor pricing services.

The following table summarizes the estimated fair value for financial assets and liabilities as of June 30, 2016 and December 31, 2015.

			June 30, 2016				December 31, 2015
	Level in Fair Value Hierarchy		Carrying Value		Fair Value		Carrying Value		Fair Value
Financial assets:			(dollars in thousands)
Cash and cash equivalents		1	$	2,735,250	$	2,735,250	$	1,769,258	$	1,769,258
Agency mortgage-backed securities		2		64,862,992		64,862,992		65,718,224		65,718,224
Agency debentures		2		-		-		152,038		152,038
Credit risk transfer securities		2		520,321		520,321		456,510		456,510
Non-Agency mortgage-backed securities		2		1,197,549		1,197,549		906,722		906,722
Commercial real estate debt investments		2		4,361,972		4,361,972		2,911,828		2,911,828
Commercial real estate debt and preferred equity, held for investment		3		1,137,971		1,137,130		1,348,817		1,350,968
Loans held for sale, net		3		164,175		165,000		278,600		278,600
Corporate debt ⁽¹⁾		2		669,612		661,169		488,508		470,894
Interest rate swaps		2		146,285		146,285		19,642		19,642
Other derivatives		1,2		137,490		137,490		22,066		22,066
Financial liabilities:
Repurchase agreements		1,2	$	53,868,385	$	53,976,010	$	56,230,860	$	56,361,623
Other secured financing		1,2		3,588,326		3,590,510		1,845,048		1,846,095
Securitized debt of consolidated VIEs		2		3,748,289		3,748,366		2,540,711		2,541,193
Participation sold		2		13,079		12,985		13,286		13,138
Mortgage payable		3		327,643		350,065		334,707		339,849
Interest rate swaps		2		3,208,986		3,208,986		1,677,571		1,677,571
Other derivatives		1,2		154,017		154,017		49,963		49,963

(1)

Includes a held-to-maturity debt security carried at amortized cost of $84.4 million and $74.7 million as of June 30, 2016 and December 31, 2015, respectively. The held-to-maturity debt security had a fair value of $80.8 million and $61.3 million as of June 30, 2016 and December 31, 2015, respectively.