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

At March 31, 2018, we consolidated certain Legacy Sequoia and our Sequoia Choice securitization entities that we determined were VIEs and for which we determined we were the primary beneficiary. 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, servicing administrator, or depositor of these entities or as a result of our having sold assets directly or indirectly to these entities. At March 31, 2018, the estimated fair value of our investments in the consolidated Legacy Sequoia and Sequoia Choice entities was $14 million and $88 million, respectively. The following table presents a summary of the assets and liabilities of these VIEs.

Table 4.1 – Assets and Liabilities of Consolidated VIEs



March 31, 2018	Legacy Sequoia		Sequoia Choice		Total Consolidated VIEs
(Dollars in Thousands)	Legacy Sequoia		Sequoia Choice		Total Consolidated VIEs
Residential loans, held-for-investment	$	626,151	$	1,013,619	$	1,639,770
Restricted cash	148		7		155
Accrued interest receivable	753		4,057		4,810
REO	3,115		—		3,115
Total Assets	$	630,167	$	1,017,683	$	1,647,850
Accrued interest payable	$	534	$	3,438	$	3,972
Accrued expenses and other liabilities	—		7		7
Asset-backed securities issued	615,849		926,238		1,542,087
Total Liabilities	$	616,383	$	929,683	$	1,546,066

Number of VIEs	20		3		23



December 31, 2017	Legacy Sequoia		Sequoia Choice		Total Consolidated VIEs
(Dollars in Thousands)	Legacy Sequoia		Sequoia Choice		Total Consolidated VIEs
Residential loans, held-for-investment	$	632,817	$	620,062	$	1,252,879
Restricted cash	147		4		151
Accrued interest receivable	867		2,524		3,391
REO	3,353		—		3,353
Total Assets	$	637,184	$	622,590	$	1,259,774
Accrued interest payable	$	537	$	2,031	$	2,568
Accrued expenses and other liabilities	—		4		4
Asset-backed securities issued	622,445		542,140		1,164,585
Total Liabilities	$	622,982	$	544,175	$	1,167,157

Number of VIEs	20		2		22

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.

Analysis of Unconsolidated VIEs with Continuing Involvement

Since 2012, we have transferred residential loans to 39 Sequoia securitization entities sponsored by us 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 certain of these transfers to securitization entities, for the transferred loans where we held the servicing rights prior to the transfer and continued to hold the servicing rights following the transfer, 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 servicing rights (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 three months ended March 31, 2018 and 2017.

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



	Three Months Ended March 31,
(In Thousands)	2018		2017
Principal balance of loans transferred	$	1,280,468	$	1,035,524
Trading securities retained, at fair value	12,491		20,703
AFS securities retained, at fair value	3,905		5,155
MSRs recognized	—		7,123

The following table summarizes the cash flows during the three months ended March 31, 2018 and 2017 between us and the unconsolidated VIEs sponsored by us and accounted for as sales since 2012.

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



	Three Months Ended March 31,
(In Thousands)	2018			2017
Proceeds from new transfers	$	1,289,687		$	1,022,024
MSR fees received	3,414			3,475
Funding of compensating interest, net	(25		)	(38		)
Cash flows received on retained securities	7,043			6,373

The following table presents the key weighted-average assumptions used to measure MSRs and securities retained at the date of securitization for securitizations completed during the three months ended March 31, 2018 and 2017.

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



	Three Months Ended March 31, 2018					Three Months Ended March 31, 2017
At Date of Securitization	MSRs	Senior IO Securities		Subordinate Securities		MSRs		Senior Securities		Subordinate Securities
Prepayment rates	N/A	8	%	10	%	9	%	10	%	10	%
Discount rates	N/A	14	%	7	%	11	%	11	%	5	%
Credit loss assumptions	N/A	0.20	%	0.20	%	N/A		0.25	%	0.25	%

The following table presents additional information at March 31, 2018 and December 31, 2017, related to unconsolidated VIEs sponsored by Redwood and accounted for as sales since 2012.

Table 4.5 – Unconsolidated VIEs Sponsored by Redwood



(In Thousands)	March 31, 2018		December 31, 2017
On-balance sheet assets, at fair value:
Interest-only, senior and subordinate securities, classified as trading	$	103,854	$	101,426
Subordinate securities, classified as AFS	193,029		219,255
Mortgage servicing rights	63,915		60,980
Maximum loss exposure ⁽¹⁾	$	360,798	$	381,661
Assets transferred:
Principal balance of loans outstanding	$	9,411,927	$	8,364,148
Principal balance of loans 30+ days delinquent	26,524		27,926

(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 March 31, 2018 and December 31, 2017.

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



March 31, 2018	MSRs			Senior Securities ⁽¹⁾			Subordinate Securities
(Dollars in Thousands)	MSRs			Senior Securities ⁽¹⁾			Subordinate Securities
Fair value at March 31, 2018	$	63,915		$	49,299		$	247,584
Expected life (in years)⁽²⁾	8			7			14
Prepayment speed assumption (annual CPR)⁽²⁾	7		%	9		%	10		%
Decrease in fair value from:
10% adverse change	$	1,816		$	1,671		$	643
25% adverse change	4,388			4,087			1,587
Discount rate assumption⁽²⁾	11		%	11		%	5		%
Decrease in fair value from:
100 basis point increase	$	2,596		$	1,772		$	22,876
200 basis point increase	5,009			3,486			42,351
Credit loss assumption ⁽²⁾	N/A			0.20		%	0.20		%
Decrease in fair value from:
10% higher losses	N/A			$	—		$	1,285
25% higher losses	N/A			—			3,213



December 31, 2017	MSRs			Senior Securities ⁽¹⁾			Subordinate Securities
(Dollars in Thousands)	MSRs			Senior Securities ⁽¹⁾			Subordinate Securities
Fair value at December 31, 2017	$	60,980		$	33,773		$	286,908
Expected life (in years)⁽²⁾	8			6			13
Prepayment speed assumption (annual CPR)⁽²⁾	9		%	10		%	11		%
Decrease in fair value from:
10% adverse change	$	2,022		$	1,371		$	611
25% adverse change	4,839			3,289			1,506
Discount rate assumption⁽²⁾	11		%	11		%	5		%
Decrease in fair value from:
100 basis point increase	$	2,386		$	1,158		$	25,827
200 basis point increase	4,597			2,265			47,885
Credit loss assumption ⁽²⁾	N/A			0.25		%	0.25		%
Decrease in fair value from:
10% higher losses	N/A			$	—		$	1,551
25% higher losses	N/A			—			3,873


(1)	Senior securities included $49 million and $34 million of interest-only securities at March 31, 2018 and December 31, 2017, 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 March 31, 2018, grouped by security type.

Table 4.7 – Third-Party Sponsored VIE Summary



(Dollars in Thousands)	March 31, 2018
Mortgage-Backed Securities
Senior	$	198,373
Mezzanine	487,679
Subordinate	374,785
Total Investments in Third-Party Sponsored VIEs	$	1,060,837

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 financial statements.