Principles of Consolidation

GAAP requires us to consider whether securitizations we sponsor and other transfers of financial assets should be treated as sales or financings, as well as whether any VIEs that we hold variable interests in – for example, certain legal entities often used in securitization and other structured finance transactions – should be included in our consolidated financial statements. The GAAP principles we apply require us to reassess our requirement to consolidate VIEs each quarter and therefore our determination may change based upon new facts and circumstances pertaining to each VIE. This could result in a material impact to our consolidated financial statements during subsequent reporting periods.

Analysis of Consolidated VIEs

As of December 31, 2015, the VIEs we are required to consolidate include certain Sequoia securitization entities and the Commercial Securitization entity. In addition, we consolidated the Residential Resecuritization from its creation in 2011 through the fourth quarter of 2015, when the VIE was dissolved. Each of these entities is independent of Redwood and of each other and the assets and liabilities of these entities are not owned by and are not legal obligations of ours. Our exposure to these entities is primarily through the financial interests we have retained, although we are exposed to certain financial risks associated with our role as a sponsor, manager, or depositor of these entities or as a result of our having sold assets directly or indirectly to these entities. The following table presents a summary of the assets and liabilities of these VIEs. Intercompany balances have been eliminated for purposes of this presentation.

Table 4.1 – Assets and Liabilities of Consolidated VIEs



December 31, 2015	Sequoia Entities		Residential Resecuritization		Commercial Securitization		Total
(Dollars in Thousands)	Sequoia Entities		Residential Resecuritization		Commercial Securitization		Total
Residential loans, held-for-investment	$	1,021,870	$	—	$	—	$	1,021,870
Commercial loans, held-for-investment	—		—		166,016		166,016
Real estate securities	—		—		—		—
Restricted cash	228		—		137		365
Accrued interest receivable	1,131		—		1,297		2,428
Other assets	4,895		—		—		4,895
Total Assets	$	1,028,124	$	—	$	167,450	$	1,195,574
Accrued interest payable	$	555	$	—	$	249	$	804
Accrued expenses and other liabilities	100		—		—		100
Asset-backed securities issued	996,820		—		53,137		1,049,957
Total Liabilities	$	997,475	$	—	$	53,386	$	1,050,861

Number of VIEs	21		—		1		22

December 31, 2014	Sequoia Entities		Residential Resecuritization		Commercial Securitization		Total
(Dollars in Thousands)	Sequoia Entities		Residential Resecuritization		Commercial Securitization		Total
Residential loans, held-for-investment	$	1,474,386	$	—	$	—	$	1,474,386
Commercial loans, held-for-investment	—		—		194,991		194,991
Real estate securities, at fair value	—		221,676		—		221,676
Restricted cash	147		43		137		327
Accrued interest receivable	2,359		477		1,511		4,347
Other assets	4,411		—		70		4,481
Total Assets	$	1,481,303	$	222,196	$	196,709	$	1,900,208
Accrued interest payable	$	976	$	5	$	390	$	1,371
Asset-backed securities issued	1,416,762		45,044		83,313		1,545,119
Total Liabilities	$	1,417,738	$	45,049	$	83,703	$	1,546,490
Number of VIEs	24		1		1		26

We consolidate the assets and liabilities of certain Sequoia securitization entities, as we did not meet the GAAP sale criteria at the time we transferred financial assets to these entities. Our involvement in consolidated Sequoia entities continues in the following ways: (i) we continue to hold subordinate investments in each entity, and for certain entities, more senior investments; (ii) we maintain certain discretionary rights associated with our sponsorship of, or our subordinate investments in, each entity; and (iii) we continue to hold a right to call the assets of certain entities (once they have been paid down below a specified threshold) at a price equal to, or in excess of, the current outstanding principal amount of the entity’s asset-backed securities issued. These factors have resulted in our continuing to consolidate the assets and liabilities of these Sequoia entities in accordance with GAAP.

We consolidate the assets and liabilities of the Commercial Securitization entity, as we did not meet the GAAP sale criteria at the time the financial assets were transferred to this entity based on our role in the entity’s inception and design. We transferred subordinate commercial loans to RCMC 2012-CREL1, the Commercial Securitization entity. In connection with this transaction, we acquired certain subordinate securities that we continue to hold. We engaged in the Commercial Securitization primarily for the purpose of obtaining permanent non-recourse financing on a portion of our commercial mezzanine loan portfolio. Our credit risk exposure is largely unchanged as a result of engaging in the transaction, as we remain economically exposed to the financed loans through our subordinate investment in the Commercial Securitization.

Analysis of Unconsolidated VIEs with Continuing Involvement

During the years ended December 31, 2015, 2014, and 2013, we transferred residential loans to four, four, and 12 Sequoia securitization entities sponsored by us, respectively, and accounted for these transfers as sales for financial reporting purposes, in accordance with ASC 860. We also determined we were not the primary beneficiary of these VIEs as we lacked the power to direct the activities that will have the most significant economic impact on the entities. For the transferred loans where we held the servicing rights prior to the transfer and continue to hold the servicing rights, we recorded MSRs on our consolidated balance sheets, and classified those MSRs as Level 3 assets. We also retained senior and subordinate securities in these securitizations that we classified as Level 3 assets. Our continuing involvement in these securitizations is limited to customary servicing obligations associated with retaining residential MSRs (which we retain a third-party sub-servicer to perform) and the receipt of interest income associated with the securities we retained.

The following table presents information related to securitization transactions that occurred during the years ended December 31, 2015 and 2014.

Table 4.2 – Securitization Activity Related to Unconsolidated VIEs Sponsored by Redwood



	Years Ended December 31,
(In Thousands)	2015		2014
Principal balance of loans transferred	$	1,375,532	$	1,324,419
Trading securities retained, at fair value	252,222		77,160
AFS securities retained, at fair value	7,852		78,218
MSRs recognized	8,202		8,518

The following table summarizes the cash flows during the years ended December 31, 2015 and 2014 between us and the unconsolidated VIEs sponsored by us.

Table 4.3 – Cash Flows Related to Unconsolidated VIEs Sponsored by Redwood



	Years Ended December 31,
(In Thousands)	2015			2014
Proceeds from new transfers	$	1,139,052		$	1,201,411
MSR fees received	14,874			13,812
Funding of compensating interest	(363		)	(227		)
Cash flows received on retained securities	43,460			56,870

The following table presents the key weighted average assumptions used to measure MSRs and securities retained at the date of securitization.

Table 4.4 – Assumptions Related to Assets Retained from Unconsolidated VIEs Sponsored by Redwood




				Year Ended December 31, 2015															Year Ended December 31, 2014
At Date of Securitization	MSRs					Senior Securities					Subordinate Securities					MSRs					Senior Securities					Subordinate Securities
Prepayment rate	5	%	-	15	%	8	%	-	10	%	8	%	-	10	%	5	%	-	16	%	8	%	-	10	%	8	%	-	10	%
Discount rates				11	%				3	%				6	%				11	%				3	%				5	%
Credit loss assumptions				N/A		0.10	%	-	0.25	%	0.10	%	-	0.25	%				N/A					0.25	%				0.25	%

The following table presents additional information at December 31, 2015 and December 31, 2014, related to unconsolidated securitizations accounted for as sales since 2012.

Table 4.5 – Unconsolidated VIEs Sponsored by Redwood



(In Thousands)	December 31, 2015		December 31, 2014
On-balance sheet assets, at fair value:
Interest-only, senior and subordinate securities, classified as trading	$	258,697	$	93,802
Senior and subordinate securities, classified as AFS	272,715		460,990
Mortgage servicing rights	56,984		56,801
Maximum loss exposure ⁽¹⁾	$	588,396	$	611,593
Assets transferred:
Principal balance of loans outstanding	$	7,318,167	$	7,276,825
Principal balance of delinquent loans 30+ days delinquent	18,300		17,022

(1)

Maximum loss exposure from our involvement with unconsolidated VIEs pertains to the carrying value of our securities and MSRs retained from these VIEs and represents estimated losses that would be incurred under severe, hypothetical circumstances, such as if the value of our interests and any associated collateral declines to zero. This does not include, for example, any potential exposure to representation and warranty claims associated with our initial transfer of loans into a securitization.

The following table presents key economic assumptions for assets retained from unconsolidated VIEs and the sensitivity of their fair values to immediate adverse changes in those assumptions at December 31, 2015 and December 31, 2014.

Table 4.6 – Key Assumptions and Sensitivity Analysis for Assets Retained from Unconsolidated VIEs Sponsored by Redwood



December 31, 2015	MSRs			Senior Securities ⁽¹⁾			Subordinate Securities
(Dollars in Thousands)	MSRs			Senior Securities ⁽¹⁾			Subordinate Securities
Fair Value at December 31, 2015	$	56,984		$	248,570		$	282,842
Expected life (in years)⁽²⁾	7			5			12
Prepayment speed assumption (annual CPR)⁽²⁾	11		%	10		%	12		%
Decrease in fair value from:
10% adverse change	$	2,868		$	2,042		$	901
25% adverse change	6,119			4,810			2,278
Discount rate assumption⁽²⁾	11		%	5		%	6		%
Decrease in fair value from:
100 basis point increase	$	2,711		$	10,029		$	21,981
200 basis point increase	4,745			19,365			41,156
Credit loss assumption ⁽²⁾	N/A			0.25		%	0.25		%
Decrease in fair value from:
10% higher losses	N/A			$	35		$	1,244
25% higher losses	N/A			86			3,129



December 31, 2014	MSRs			Senior Securities ⁽¹⁾			Subordinate Securities
(Dollars in Thousands)	MSRs			Senior Securities ⁽¹⁾			Subordinate Securities
Fair Value at December 31, 2014	$	56,801		$	93,802		$	460,990
Expected life (in years)⁽²⁾	7			6			10
Prepayment speed assumption (annual CPR)⁽²⁾	14		%	9		%	10		%
Decrease in fair value from:
10% adverse change	$	2,419		$	3,999		$	684
25% adverse change	5,639			9,475			2,355
Discount rate assumption⁽²⁾	11		%	8		%	5		%
Decrease in fair value from:
100 basis point increase	$	2,104		$	4,214		$	34,149
200 basis point increase	4,102			8,091			64,474
Credit loss assumption ⁽²⁾	N/A			0.25		%	0.25		%
Decrease in fair value from:
10% higher losses	N/A			$	126		$	3,169
25% higher losses	N/A			299			7,841


(1)	Senior securities include $31 million and $88 million of interest only securities at December 31, 2015 and December 31, 2014, respectively.


(2)	Expected life, prepayment speed assumption, discount rate assumption, and credit loss assumption presented in the tables above represent weighted averages.

Analysis of Third-Party VIEs

Third-party VIEs are securitization entities in which we maintain an economic interest, but do not sponsor. Our economic interest may include several securities from the same third-party VIE, and in those cases, the analysis is performed in consideration of all of our interests. The following table presents a summary of our interests in third-party VIEs at December 31, 2015, grouped by security type.

Table 4.7 – Third-Party Sponsored VIE Summary



(Dollars in Thousands)	December 31, 2015
Residential Mortgage Backed Securities
Senior	$	285,033
Re-REMIC	165,064
Subordinate	251,748
Total Investments in Third-Party Sponsored VIEs	$	701,845

We determined that we are not the primary beneficiary of any third-party VIEs, as we do not have the required power to direct the activities that most significantly impact the economic performance of these entities. Specifically, we do not service or manage these entities or otherwise solely hold decision making powers that are significant. As a result of this assessment, we do not consolidate any of the underlying assets and liabilities of these third-party VIEs – we only account for our specific interests in them.

Our assessments of whether we are required to consolidate a VIE may change in subsequent reporting periods based upon changing facts and circumstances pertaining to each VIE. Any related accounting changes could result in a material impact to our consolidated financial statements.

Other Transfers of Financial Assets

During 2014, certain of our senior commercial mortgage loans were bifurcated into a senior portion that was sold to a third party and a junior portion that we retained as an investment. The transfer of the senior portions of these loans did not meet the criteria for sale treatment under GAAP and the entire amount of the loans (the senior and junior portions), consisting $63 million, remained on our consolidated balance sheet classified as a held-for-investment loans and we accounted for the receipt of $65 million of cash from the transfer of the senior portions as secured borrowings. Both of these amounts are carried at fair value with the fair value of the secured borrowings equal to the fair value of the senior portions of the loans that were sold.