Fair Value of Financial Instruments | Fair Value of Financial Instruments For financial reporting purposes, we follow a fair value hierarchy established under GAAP that is used to determine the fair value of financial instruments. This hierarchy prioritizes relevant market inputs in order to determine an “exit price” at the measurement date, or the price at which an asset could be sold or a liability could be transferred in an orderly process that is not a forced liquidation or distressed sale. Level 1 inputs are observable inputs that reflect quoted prices for identical assets or liabilities in active markets. Level 2 inputs are observable inputs other than quoted prices for an asset or liability that are obtained through corroboration with observable market data. Level 3 inputs are unobservable inputs (e.g., our own data or assumptions) that are used when there is little, if any, relevant market activity for the asset or liability required to be measured at fair value. In certain cases, inputs used to measure fair value fall into different levels of the fair value hierarchy. In such cases, the level at which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. Our assessment of the significance of a particular input requires judgment and considers factors specific to the asset or liability being measured. The following table presents the carrying values and estimated fair values of assets and liabilities that are required to be recorded or disclosed at fair value at June 30, 2020 and December 31, 2019. Table 5.1 – Carrying Values and Fair Values of Assets and Liabilities June 30, 2020 December 31, 2019 Carrying Fair Carrying Fair (In Thousands) Assets Residential loans, held-for-sale at fair value $ 20,098 $ 20,098 $ 536,385 $ 536,509 Residential loans, held-for-investment 4,514,131 4,514,131 7,178,465 7,178,465 Business purpose residential loans, held-for-sale 379,795 379,795 331,565 331,565 Business purpose residential loans, held-for-investment 3,402,405 3,402,405 3,175,178 3,175,178 Multifamily loans 489,075 489,075 4,408,524 4,408,524 Trading securities 142,699 142,699 860,540 860,540 Available-for-sale securities 173,737 173,737 239,334 239,334 Servicer advance investments (1) 266,948 266,948 169,204 169,204 MSRs (1) 19,661 19,661 42,224 42,224 Excess MSRs (1) 36,197 36,197 31,814 31,814 Shared home appreciation options (1) 40,851 40,851 45,085 45,085 Cash and cash equivalents 528,612 528,612 196,966 196,966 Restricted cash 44,496 44,496 93,867 93,867 Accrued interest receivable 44,134 44,134 71,058 71,058 Derivative assets 357 357 35,701 35,701 REO (2) 9,780 10,014 9,462 10,389 Margin receivable (2) 2,746 2,746 209,776 209,776 FHLBC stock (2) 5,000 5,000 43,393 43,393 Guarantee asset (2) 770 770 1,686 1,686 Pledged collateral (2) 33,105 33,105 32,945 32,945 Liabilities Short-term debt facilities $ 418,370 $ 418,370 $ 2,176,591 $ 2,176,591 Short-term debt - servicer advance financing 244,437 244,437 152,554 152,554 Accrued interest payable 37,024 37,024 60,655 60,655 Margin payable (3) — — 1,700 1,700 Guarantee obligation (3) 12,350 10,995 14,009 13,754 Contingent consideration (3) 14,953 14,953 28,484 28,484 Derivative liabilities 1,932 1,932 163,424 163,424 ABS issued at fair value 6,856,086 6,856,086 10,515,475 10,515,475 FHLBC long-term borrowings 1,000 1,000 1,999,999 1,999,999 Other long-term debt, net 1,088,609 1,082,327 183,520 184,666 Convertible notes, net 509,868 469,360 631,125 661,985 Trust preferred securities and subordinated notes, net 138,651 55,800 138,628 99,045 (1) These investments are included in Other investments on our consolidated balance sheets. (2) These assets are included in Other assets on our consolidated balance sheets. (3) These liabilities are included in Accrued expenses and other liabilities on our consolidated balance sheets. During the three and six months ended June 30, 2020, we elected the fair value option for $10 million and $78 million of securities, respectively, $58 million and $2.69 billion of residential loans (principal balance), respectively, $230 million and $696 million of business purpose residential loans (principal balance), respectively, $21 million and $179 million of servicer advance investments, respectively, $2 million and $11 million of excess MSRs, respectively, and zero and $4 million of shared home appreciation options, respectively. We anticipate electing the fair value option for all future purchases of residential and business purpose residential loans that we intend to sell to third parties or transfer to securitizations, as well as for certain securities we purchase, including IO securities and fixed-rate securities rated investment grade or higher. The following table presents the assets and liabilities that are reported at fair value on our consolidated balance sheets on a recurring basis at June 30, 2020 and December 31, 2019, as well as the fair value hierarchy of the valuation inputs used to measure fair value. Table 5.2 – Assets and Liabilities Measured at Fair Value on a Recurring Basis June 30, 2020 Carrying Fair Value Measurements Using (In Thousands) Level 1 Level 2 Level 3 Assets Residential loans $ 4,534,229 $ — $ — $ 4,534,229 Business purpose residential loans 3,782,200 — — 3,782,200 Multifamily loans 489,075 — — 489,075 Trading securities 142,699 — — 142,699 Available-for-sale securities 173,737 — — 173,737 Servicer advance investments 266,948 — — 266,948 MSRs 19,661 — — 19,661 Excess MSRs 36,197 — — 36,197 Shared home appreciation options 40,851 — — 40,851 Derivative assets 357 — — 357 Pledged collateral 33,105 33,105 — — FHLBC stock 5,000 — 5,000 — Guarantee asset 770 — — 770 Liabilities Derivative liabilities $ 1,932 $ — $ — $ 1,932 ABS issued 6,856,086 — — 6,856,086 December 31, 2019 Carrying Fair Value Measurements Using (In Thousands) Level 1 Level 2 Level 3 Assets Residential loans $ 7,714,745 $ — $ — $ 7,714,745 Business purpose residential loans 3,506,743 — — 3,506,743 Multifamily loans 4,408,524 — — 4,408,524 Trading securities 860,540 — — 860,540 Available-for-sale securities 239,334 — — 239,334 Servicer advance investments 169,204 — — 169,204 MSRs 42,224 — — 42,224 Excess MSRs 31,814 — — 31,814 Shared home appreciation options 45,085 — — 45,085 Derivative assets 35,701 6,531 19,020 10,150 Pledged collateral 32,945 32,945 — — FHLBC stock 43,393 — 43,393 — Guarantee asset 1,686 — — 1,686 Liabilities Contingent consideration $ 28,484 $ — $ — $ 28,484 Derivative liabilities 163,424 13,368 148,766 1,290 ABS issued 10,515,475 — — 10,515,475 The following table presents additional information about Level 3 assets and liabilities measured at fair value on a recurring basis for the six months ended June 30, 2020. Table 5.3 – Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis Assets Residential Loans Business Purpose Multifamily Loans Trading Securities AFS Servicer Advance Investments MSRs Excess MSRs Shared Home Appreciation Options (In Thousands) Beginning balance - $ 7,714,745 $ 3,506,743 $ 4,408,524 $ 860,540 $ 239,334 $ 169,204 $ 42,224 $ 31,814 $ 45,085 Acquisitions 2,751,590 — — 77,889 31,181 179,419 — 10,906 3,517 Originations — 721,054 — — — — — — — Sales (4,695,048) (44,172) — (566,537) (55,193) — — — — Principal paydowns (907,360) (272,052) (5,830) (8,114) (8,293) (75,477) — — (1,080) Deconsolidations — — (3,849,779) — — — — — — Gains (losses) in net income (loss), net (328,313) (121,961) (63,840) (221,079) (33,292) (6,198) (22,563) (6,523) (6,671) Other settlements, net (1) (1,385) (7,412) — — — — — — — Ending balance - $ 4,534,229 $ 3,782,200 $ 489,075 $ 142,699 $ 173,737 $ 266,948 $ 19,661 $ 36,197 $ 40,851 Table 5.3 – Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis (continued) Assets Liabilities Guarantee Asset Derivatives (2) Contingent Consideration ABS (In Thousands) Beginning balance - December 31, 2019 $ 1,686 $ 8,860 $ 28,484 $ 10,515,475 Acquisitions — — — 827,645 Principal paydowns — — (13,353) (673,324) Deconsolidations — — — (3,706,789) Gains (losses) in net income (loss), net (916) 20,643 (446) (106,921) Other settlements, net (1) — (31,078) (14,685) — Ending balance - June 30, 2020 $ 770 $ (1,575) $ — $ 6,856,086 (1) Other settlements, net for residential and business purpose residential loans represents the transfer of loans to REO, and for derivatives, the settlement of forward sale commitments and the transfer of the fair value of loan purchase or interest rate lock commitments at the time loans are acquired to the basis of residential and single-family rental loans. Other settlements, net for contingent consideration reflects the reclassification from a contingent liability to a deferred liability during the period due to an amendment in the underlying agreement. See Note 16 for further discussion. (2) For the purpose of this presentation, derivative assets and liabilities, which consist of loan purchase commitments and interest rate lock commitments, are presented on a net basis. The following table presents the portion of gains or losses included in our consolidated statements of income (loss) that were attributable to Level 3 assets and liabilities recorded at fair value on a recurring basis and held at June 30, 2020 and 2019. Gains or losses incurred on assets or liabilities sold, matured, called, or fully written down during the three and six months ended June 30, 2020 and 2019 are not included in this presentation. Table 5.4 – Portion of Net Gains (Losses) Attributable to Level 3 Assets and Liabilities Still Held at June 30, 2020 and 2019 Included in Net Income Included in Net Income Three Months Ended June 30, Six Months Ended June 30, (In Thousands) 2020 2019 2020 2019 Assets Residential loans at Redwood $ (359) $ 48,575 $ (746) $ 80,615 Business purpose residential loans 31,187 3,038 (21,026) 4,032 Net investments in consolidated Sequoia entities (1) 39,558 2,487 (30,502) 5,191 Net investments in consolidated Freddie Mac SLST entities (1) 26,867 8,037 (115,295) 14,402 Net investments in consolidated Freddie Mac K-Series entities (1) 1,599 3,246 (13,180) 6,365 Net investments in consolidated CAFL entities (1) 17,125 — (50,721) — Trading securities 30,647 17,771 (79,633) 38,658 Servicer advance investments (136) 432 (6,198) 1,440 MSRs (1,591) (7,334) (16,507) (11,518) Excess MSRs 2,971 (66) (6,523) (502) Shared home appreciation options 884 — (6,670) — Loan purchase and interest rate lock commitments 357 5,534 357 5,567 Other assets - Guarantee asset (135) (277) (916) (196) Liabilities Loan purchase commitments $ 2,137 $ (756) $ (1,634) $ (772) (1) Represents the portion of net gains or losses included in our consolidated statements of income (loss) related to loans and the associated ABS issued at our consolidated securitization entities held at June 30, 2020 and 2019, which netted together represent the change in value of our investments at the consolidated VIEs. The following table presents information on assets recorded at fair value on a non-recurring basis at June 30, 2020. This table does not include the carrying value and gains or losses associated with the asset types below that were not recorded at fair value on our consolidated balance sheets at June 30, 2020. Table 5.5 – Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis at June 30, 2020 Gain (Loss) for June 30, 2020 Carrying Fair Value Measurements Using Three Months Ended Six Months Ended (In Thousands) Level 1 Level 2 Level 3 June 30, 2020 June 30, 2020 Assets REO $ 1,712 $ — $ — $ 1,712 $ (36) $ (31) The following table presents the net market valuation gains and losses recorded in each line item of our consolidated statements of income for the three and six months ended June 30, 2020 and 2019. Table 5.6 – Market Valuation Gains and Losses, Net Three Months Ended June 30, Six Months Ended June 30, (In Thousands) 2020 2019 2020 2019 Mortgage Banking Activities, Net Residential loans held-for-sale, at fair value $ (2,014) $ 3,379 $ (15,494) $ 6,912 Residential loan purchase and forward sale commitments 621 16,888 22,056 28,199 Single-family rental loans held-for-sale, at fair value 1,210 1,313 12,677 2,917 Single-family rental loan purchase and interest rate lock commitments — 569 341 709 Residential bridge loans (1,260) 1,012 (5,194) 1,098 Risk management derivatives, net — (7,431) (52,832) (12,415) Total mortgage banking activities, net (1) $ (1,443) $ 15,730 $ (38,446) $ 27,420 Investment Fair Value Changes, Net Residential loans held-for-investment, at Redwood $ 104 $ 35,548 $ (93,532) $ 63,656 Single-family rental loans held-for-investment 2,222 — (20,806) — Residential bridge loans held-for-investment 21,774 (318) (16,828) (621) Trading securities 42,246 18,442 (221,079) 40,302 Servicer advance investments (136) 432 (6,198) 1,440 Excess MSRs 2,971 (65) (6,523) (502) Net investments in Legacy Sequoia entities (2) (230) (123) (621) (497) Net investments in Sequoia Choice entities (2) 39,753 2,879 (29,916) 6,144 Net investments in Freddie Mac SLST entities (2) 26,867 8,037 (115,295) 14,402 Net investments in Freddie Mac K-Series entities (2) 1,599 3,246 (84,910) 6,365 Net investments in CAFL entities (2) 17,125 — (50,721) — Other investments (2,121) (200) (11,562) (277) Risk management derivatives, net — (64,740) (59,142) (107,115) Credit recoveries (losses) on AFS securities 54 — (1,471) — Total investment fair value changes, net $ 152,228 $ 3,138 $ (718,604) $ 23,297 Other Income MSRs $ (3,955) $ (8,653) $ (22,563) $ (13,753) Risk management derivatives, net — 6,517 13,966 8,768 Gain on re-measurement of 5 Arches investment — — — 2,440 Total other income (3) $ (3,955) $ (2,136) $ (8,597) $ (2,545) Total Market Valuation Gains (Losses), Net $ 146,830 $ 16,732 $ (765,647) $ 48,172 (1) Mortgage banking activities, net presented above does not include fee income from loan originations or acquisitions, provisions for repurchases expense, and other expenses that are components of Mortgage banking activities, net presented on our consolidated statements of income (loss), as these amounts do not represent market valuation changes. (2) Includes changes in fair value of the residential loans held-for-investment, REO and the ABS issued at the entities, which netted together represent the change in value of our investments at the consolidated VIEs. (3) Other income presented above does not include net MSR fee income or provisions for repurchases for MSRs, as these amounts do not represent market valuation adjustments. At June 30, 2020, our valuation policy and processes had not changed from those described in our Annual Report on Form 10-K for the year ended December 31, 2019. The following table provides quantitative information about the significant unobservable inputs used in the valuation of our Level 3 assets and liabilities measured at fair value. Table 5.7 – Fair Value Methodology for Level 3 Financial Instruments June 30, 2020 Fair Input Values (Dollars in Thousands, except Input Values) Unobservable Input Range Weighted Average (5) Assets Residential loans, at fair value: Jumbo loans committed to sell $ 20,199 Whole loan committed sales price $ 101.00 - $ 101.00 $ 101.00 Loans held by Legacy Sequoia (1) 304,632 Liability price N/A N/A Loans held by Sequoia Choice (1) 2,064,388 Liability price N/A N/A Loans held by Freddie Mac SLST (1) 2,145,111 Liability price N/A N/A Business purpose residential loans: Single-family rental loans 379,795 Senior credit spread 230 - 230 bps 230 bps Subordinate credit spread 300 - 2,450 bps 772 bps Senior credit support 31 - 36 % 34 % IO discount rate 10 - 10 % 10 % Prepayment rate (annual CPR) 3 - 3 % 3 % Single-family rental loans held by CAFL 2,615,038 Liability price N/A N/A Residential bridge loans 787,367 Discount rate 8 - 17 % 11 % Multifamily loans held by Freddie Mac K-Series (1) 489,075 Liability price N/A N/A Trading and AFS securities 316,436 Discount rate 4 - 21 % 10 % Prepayment rate (annual CPR) 6 - 65 % 17 % Default rate — - 15 % 1 % Loss severity — - 50 % 16 % Servicer advance investments 266,948 Discount rate 5 - 5 % 5 % Prepayment rate (annual CPR) 8 - 14 % 14 % Expected remaining life (2) 2 - 2 years 2 years Mortgage servicing income 8 - 13 bps 10 bps MSRs 19,661 Discount rate 12 - 12 % 12 % Prepayment rate (annual CPR) 8 - 62 % 21 % Per loan annual cost to service $ 95 - $ 95 $ 95 Excess MSRs 36,197 Discount rate 15 - 20 % 18 % Prepayment rate (annual CPR) 10 - 14 % 12 % Excess mortgage servicing income 9 - 17 bps 12 bps Table 5.7 – Fair Value Methodology for Level 3 Financial Instruments (continued) June 30, 2020 Fair Input Values (Dollars in Thousands, except Input Values) Unobservable Input Range Weighted Average (4) Assets (continued) Shared home appreciation options $ 40,851 Discount rate 17 - 17 % 17 % Prepayment rate (annual CPR) 8 - 28 % 21 % Home price appreciation 1 - 3 % 3 % Guarantee asset 781 Discount rate 13 - 13 % 13 % Prepayment rate (annual CPR) 37 - 37 % 37 % REO 1,712 Loss severity 3 - 86 % 19 % Liabilities Residential loan purchase commitments, net 177 Committed sales price $ 96.10 - $ 101.28 $ 100.11 Pull-through rate 100 - 100 % 100 % ABS issued (1) : At consolidated Sequoia entities 2,162,134 Discount rate 2 - 25 % 4 % Prepayment rate (annual CPR) 10 - 50 % 24 % Default rate — - 40 % 1 % Loss severity — - 50 % 32 % At consolidated Freddie Mac SLST entities 1,812,008 Discount rate 2 - 14 % 4 % Prepayment rate (annual CPR) 6 - 6 % 6 % Default rate 17 - 18 % 17 % Loss severity 30 - 30 % 30 % At consolidated Freddie Mac K-Series entities (3) 464,691 Discount rate 1 - 19 % 2 % Non-IO prepayment rate (annual CPR) — - — % — % IO prepayment rate (annual CPY/CPP) 100 - 100 % 100 % At consolidated CAFL entities (3) 2,417,253 Discount rate 1 - 74 % 4 % Prepayment rate (annual CPR) — - 3 % — % (1) The fair value of the loans held by consolidated entities was based on the fair value of the ABS issued by these entities, including securities we own, which we determined were more readily observable, in accordance with accounting guidance for collateralized financing entities. At June 30, 2020, the fair value of securities we owned at the consolidated Sequoia, Freddie Mac SLST, Freddie Mac K-Series, and CAFL entities was $208 million, $334 million, $24 million, and $203 million, respectively. (2) Represents the estimated average duration of outstanding servicer advances at a given point in time (not taking into account new advances made with respect to the pool). (3) As a market convention, certain securities are priced to a no-loss yield and therefore do not include default and loss severity assumptions. (4) The weighted average input values for all loan types are based on the unpaid principal balance. The weighted average input values for all other assets and liabilities are based on relative fair value. Determination of Fair Value We generally use both market comparable information and discounted cash flow modeling techniques to determine the fair value of our Level 3 assets and liabilities. Use of these techniques requires determination of relevant input and assumptions, some of which represent significant unobservable inputs as indicated in the preceding table. Accordingly, a significant increase or decrease in any of these inputs - such as anticipated credit losses, prepayment rates, interest rates, or other valuation assumptions - in isolation would likely result in a significantly lower or higher fair value measurement. Included in Note 5 |