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 September 30, 2020 and December 31, 2019. Table 5.1 – Carrying Values and Fair Values of Assets and Liabilities September 30, 2020 December 31, 2019 Carrying Fair Carrying Fair (In Thousands) Assets Residential loans, held-for-sale at fair value $ 105,091 $ 105,091 $ 536,385 $ 536,509 Residential loans, held-for-investment 4,389,808 4,389,808 7,178,465 7,178,465 Business purpose residential loans, held-for-sale 285,549 285,549 331,565 331,565 Business purpose residential loans, held-for-investment 3,670,552 3,670,552 3,175,178 3,175,178 Multifamily loans 491,415 491,415 4,408,524 4,408,524 Real estate securities 351,335 351,335 1,099,874 1,099,874 Servicer advance investments (1) 258,621 258,621 169,204 169,204 MSRs (1) 14,878 14,878 42,224 42,224 Excess MSRs (1) 35,070 35,070 31,814 31,814 Shared home appreciation options (1) 41,758 41,758 45,085 45,085 Cash and cash equivalents 450,684 450,684 196,966 196,966 Restricted cash 73,594 73,594 93,867 93,867 Derivative assets 14,709 14,709 35,701 35,701 REO (2) 8,535 9,654 9,462 10,389 Margin receivable (2) 3,809 3,809 209,776 209,776 FHLBC stock (2) 5,000 5,000 43,393 43,393 Guarantee asset (2) 579 579 1,686 1,686 Pledged collateral (2) 8,172 8,172 32,945 32,945 Liabilities Short-term debt $ 482,761 $ 482,761 $ 2,329,145 $ 2,329,145 Margin payable (3) — — 1,700 1,700 Guarantee obligation (3) 11,264 10,185 14,009 13,754 Contingent consideration (3) — — 28,484 28,484 Derivative liabilities 1,612 1,612 163,424 163,424 ABS issued, net Fair value 6,969,376 6,969,376 10,515,475 10,515,475 Amortized cost 203,022 207,812 — — FHLBC long-term borrowings 1,000 1,000 1,999,999 1,999,999 Other long-term debt, net 886,054 885,172 183,520 184,666 Convertible notes, net 510,472 476,071 631,125 661,985 Trust preferred securities and subordinated notes, net 138,663 73,238 138,628 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 nine months ended September 30, 2020, we elected the fair value option for $18 million and $96 million of securities, respectively, $172 million and $2.86 billion of residential loans (principal balance), respectively, $260 million and $956 million of business purpose residential loans (principal balance), respectively, zero and $179 million of servicer advance investments, respectively, zero 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 September 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 September 30, 2020 Carrying Fair Value Measurements Using (In Thousands) Level 1 Level 2 Level 3 Assets Residential loans $ 4,494,899 $ — $ — $ 4,494,899 Business purpose residential loans 3,956,101 — — 3,956,101 Multifamily loans 491,415 — — 491,415 Real estate securities 351,335 — — 351,335 Servicer advance investments 258,621 — — 258,621 MSRs 14,878 — — 14,878 Excess MSRs 35,070 — — 35,070 Shared home appreciation options 41,758 — — 41,758 Derivative assets 14,709 464 3,472 10,773 Pledged collateral 8,172 8,172 — — FHLBC stock 5,000 — 5,000 — Guarantee asset 579 — — 579 Liabilities Derivative liabilities $ 1,612 $ 263 $ 15 $ 1,334 ABS issued 6,969,376 — — 6,969,376 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 Real estate securities 1,099,874 — — 1,099,874 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 nine months ended September 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 2,927,697 — — 96,318 56,664 179,419 — 10,906 3,517 Originations — 982,315 — — — — — — — Sales (4,783,682) (53,434) — (579,466) (55,193) — — — — Principal paydowns (1,210,117) (489,243) (5,830) (8,502) (10,345) (83,124) — — (2,558) Deconsolidations — — (3,849,779) — — — — — — Gains (losses) in net income (loss), net (152,145) 16,246 (61,500) (224,728) (23,287) (6,878) (27,346) (7,650) (4,286) Other settlements, net (1) (1,599) (6,526) — — — — — — — Ending balance - $ 4,494,899 $ 3,956,101 $ 491,415 $ 144,162 $ 207,173 $ 258,621 $ 14,878 $ 35,070 $ 41,758 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 — — — 1,137,656 Principal paydowns — — (13,353) (1,035,359) Deconsolidations — — — (3,706,789) Gains (losses) in net income (loss), net (1,107) 34,620 (446) 58,393 Other settlements, net (1) — (34,041) (14,685) — Ending balance - September 30, 2020 $ 579 $ 9,439 $ — $ 6,969,376 (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 September 30, 2020 and 2019. Gains or losses incurred on assets or liabilities sold, matured, called, or fully written down during the three and nine months ended September 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 September 30, 2020 and 2019 Included in Net Income Included in Net Income Three Months Ended September 30, Nine Months Ended September 30, (In Thousands) 2020 2019 2020 2019 Assets Residential loans at Redwood $ (107) $ 17,771 $ (865) $ 82,408 Business purpose residential loans 21,155 584 17,901 4,069 Net investments in consolidated Sequoia entities (1) 7,700 1,860 (22,802) 7,051 Net investments in consolidated Freddie Mac SLST entities (1) 82,209 17,300 (33,087) 31,702 Net investments in consolidated Freddie Mac K-Series entities (1) 2,165 7,445 (11,014) 13,810 Net investments in consolidated CAFL entities (1) 9,673 — (41,048) — Trading securities (3,549) 11,206 (80,358) 33,196 Servicer advance investments 25 1,585 (6,172) 3,025 MSRs (2,376) (5,892) (16,798) (16,971) Excess MSRs (1,127) (1,634) (7,650) (2,137) Shared home appreciation options 2,384 29 (4,286) 29 Loan purchase and interest rate lock commitments 10,791 4,678 10,773 4,757 Other assets - Guarantee asset (191) (216) (1,107) (834) Liabilities Loan purchase commitments $ 420 $ (1,668) $ (1,334) $ (1,669) (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 September 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 September 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 September 30, 2020. Table 5.5 – Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis at September 30, 2020 Gain (Loss) for September 30, 2020 Carrying Fair Value Measurements Using Three Months Ended Nine Months Ended (In Thousands) Level 1 Level 2 Level 3 September 30, 2020 September 30, 2020 Assets REO $ 3,523 $ — $ — $ 3,523 $ (805) $ (840) 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 nine months ended September 30, 2020 and 2019. Table 5.6 – Market Valuation Gains and Losses, Net Three Months Ended September 30, Nine Months Ended September 30, (In Thousands) 2020 2019 2020 2019 Mortgage Banking Activities, Net Residential loans held-for-sale, at fair value $ (478) $ (6,623) $ (15,972) $ 289 Residential loan purchase and forward sale commitments 13,067 12,943 35,123 41,142 Single-family rental loans held-for-sale, at fair value 43,191 1,283 55,868 4,200 Single-family rental loan purchase and interest rate lock commitments — 564 341 1,273 Residential bridge loans 938 1,010 (4,256) 2,108 Risk management derivatives, net (99) (2,972) (52,931) (15,387) Total mortgage banking activities, net (1) $ 56,619 $ 6,205 $ 18,173 $ 33,625 Investment Fair Value Changes, Net Residential loans held-for-investment, at Redwood $ 218 $ 7,667 $ (93,314) $ 71,323 Single-family rental loans held-for-investment — 22 (20,806) 22 Residential bridge loans held-for-investment 6,812 (742) (10,016) (1,363) Trading securities (3,600) 15,275 (224,679) 55,577 Servicer advance investments 26 1,585 (6,172) 3,025 Excess MSRs (1,127) (1,635) (7,650) (2,137) Net investments in Legacy Sequoia entities (2) (81) (407) (702) (904) Net investments in Sequoia Choice entities (2) 7,851 2,722 (22,065) 8,866 Net investments in Freddie Mac SLST entities (2) 82,214 17,300 (33,081) 31,702 Net investments in Freddie Mac K-Series entities (2) 2,166 7,445 (82,744) 13,810 Net investments in CAFL entities (2) 9,673 — (41,048) — Other investments 2,451 (355) (9,111) (632) Risk management derivatives, net — (37,433) (59,142) (144,548) Credit recoveries (losses) on AFS securities 444 — (1,027) — Total investment fair value changes, net $ 107,047 $ 11,444 $ (611,557) $ 34,741 Other Income MSRs $ (4,783) $ (7,489) $ (27,346) $ (21,243) Risk management derivatives, net — 4,389 13,966 13,157 Gain on re-measurement of 5 Arches investment — — — 2,440 Total other income (3) $ (4,783) $ (3,100) $ (13,380) $ (5,646) Total Market Valuation Gains (Losses), Net $ 158,883 $ 14,549 $ (606,764) $ 62,720 (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 September 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 September 30, 2020 Fair Input Values (Dollars in Thousands, except Input Values) Unobservable Input Range Weighted Average (1) Assets Residential loans, at fair value: Jumbo fixed-rate loans $ 6,312 Prepayment rate (annual CPR) 20 - 20 % 20 % Whole loan spread to swap rate 350 - 350 bps 350 bps Jumbo loans committed to sell 98,779 Whole loan committed sales price $ 101.61 - $ 103.40 $ 103.23 Loans held by Legacy Sequoia (2) 296,765 Liability price N/A N/A Loans held by Sequoia Choice (2) 1,836,361 Liability price N/A N/A Loans held by Freddie Mac SLST (2) 2,256,682 Liability price N/A N/A Business purpose residential loans: Single-family rental loans 285,549 Senior credit spread 130 - 130 bps 130 bps Subordinate credit spread 200 - 1,600 bps 551 bps Senior credit support 30 - 32 % 31 % IO discount rate 8 - 9 % 9 % Prepayment rate (annual CPR) — - 3 % 3 % Non-securitizable loan dollar price $ 101 - $ 101 $ 101 Single-family rental loans held by CAFL 2,969,692 Liability price N/A N/A Residential bridge loans 700,860 Discount rate 6 - 12 % 8 % Non-performing loan dollar price $ 3 - $ 100 $ 89 Multifamily loans held by Freddie Mac K-Series (2) 491,415 Liability price N/A N/A Trading and AFS securities 351,335 Discount rate 3 - 34 % 9 % Prepayment rate (annual CPR) 7 - 65 % 24 % Default rate — - 26 % 1 % Loss severity — - 50 % 19 % CRT dollar price $ 49 - $ 103 $ 84 Servicer advance investments 258,621 Discount rate 3 - 4 % 4 % Prepayment rate (annual CPR) 8 - 14 % 13 % Expected remaining life (3) 1 - 2 years 2 years Mortgage servicing income 6 - 16 bps 8 bps MSRs 14,878 Discount rate 12 - 12 % 12 % Prepayment rate (annual CPR) 8 - 97 % 26 % Per loan annual cost to service $ 95 - $ 95 $ 95 Excess MSRs 35,070 Discount rate 15 - 21 % 18 % Prepayment rate (annual CPR) 10 - 13 % 11 % Excess mortgage servicing income 9 - 17 bps 12 bps Table 5.7 – Fair Value Methodology for Level 3 Financial Instruments (continued) September 30, 2020 Fair Input Values (Dollars in Thousands, except Input Values) Unobservable Input Range Weighted Average (1) Assets (continued) Shared home appreciation options $ 41,758 Discount rate 16 - 16 % 16 % Prepayment rate (annual CPR) 8 - 26 % 19 % Home price appreciation 2 - 3 % 3 % Guarantee asset 579 Discount rate 12 - 12 % 12 % Prepayment rate (annual CPR) 42 - 42 % 42 % REO 3,523 Loss severity 3 - 63 % 23 % Residential loan purchase commitments, net 10,282 Committed sales price $ 100.89 - $ 103.40 $ 102.59 Pull-through rate 13 - 100 % 58 % Whole loan spread to TBA price $ 2.00 - $ 2.00 $ 2.00 Whole loan spread to swap rate - fixed rate 350 - 350 bps 350 bps Prepayment rate (annual CPR) 15 - 15 % 15 % MSR multiple 0.8 - 4.1 x 3.4 x Liabilities ABS issued (2) : At consolidated Sequoia entities 1,919,048 Discount rate 2 - 30 % 3 % Prepayment rate (annual CPR) 5 - 53 % 27 % Default rate — - 40 % 2 % Loss severity — - 50 % 31 % At consolidated Freddie Mac SLST entities 1,841,313 Dollar price $ 1 - $ 108 $ 99 At consolidated Freddie Mac K-Series entities (4) 464,865 Discount rate 1 - 18 % 2 % At consolidated CAFL entities (4) 2,744,150 Discount rate 0.2 - 40 % 3 % Prepayment rate (annual CPR) — - 3 % — % Default rate — - 18 % 11 % Loss severity 30 - 30 % 30 % (1) 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. (2) 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 September 30, 2020, the fair value of securities we owned at the consolidated Sequoia, Freddie Mac SLST, Freddie Mac K-Series, and CAFL entities was $215 million, $416 million, $27 million, and $229 million, respectively. (3) 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). (4) As a market convention, certain securities are priced to a no-loss yield and therefore do not include default and loss severity assumptions. 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 |