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, 2018 and December 31, 2017.

Table 5.1 – Carrying Values and Fair Values of Assets and Liabilities



	June 30, 2018				December 31, 2017
	Carrying Value		Fair Value		Carrying Value		Fair Value
(In Thousands)	Carrying Value		Fair Value		Carrying Value		Fair Value
Assets
Residential loans, held-for-sale
At fair value	$	1,104,545	$	1,104,545	$	1,427,052	$	1,427,052
At lower of cost or fair value	115		135		893		993
Residential loans, held-for-investment
At fair value	4,386,510		4,386,510		3,687,265		3,687,265
Trading securities	1,054,295		1,054,295		968,844		968,844
Available-for-sale securities	399,641		399,641		507,666		507,666
Cash and cash equivalents	184,779		184,779		144,663		144,663
Restricted cash	15,285		15,285		2,144		2,144
Accrued interest receivable	29,066		29,066		27,013		27,013
Derivative assets	65,645		65,645		15,718		15,718
MSRs ⁽¹⁾	64,674		64,674		63,598		63,598
REO ⁽¹⁾	2,649		3,534		3,354		3,806
Margin receivable⁽¹⁾	49,538		49,538		85,044		85,044
FHLBC stock ⁽¹⁾	43,393		43,393		43,393		43,393
Guarantee asset⁽¹⁾	2,936		2,936		2,869		2,869
Pledged collateral⁽¹⁾	42,201		42,201		42,615		42,615
Participation in loan warehouse facility ⁽¹⁾	41,658		41,658		—		—
Liabilities
Short-term debt facilities	$	1,426,288	$	1,426,288	$	1,688,412	$	1,688,412
Accrued interest payable	21,925		21,925		18,435		18,435
Margin payable ⁽²⁾	7,282		7,282		390		390
Guarantee obligation ⁽²⁾	18,124		17,903		19,487		18,878
Derivative liabilities	55,929		55,929		63,081		63,081
ABS issued at fair value, net	1,929,662		1,929,662		1,164,585		1,164,585
FHLBC long-term borrowings	1,999,999		1,999,999		1,999,999		1,999,999
Convertible notes, net	631,663		639,204		686,759		692,369
Trust preferred securities and subordinated notes, net	138,559		107,415		138,535		103,230


(1)	These assets are included in Other assets on our consolidated balance sheets.


(2)	These liabilities are included in Accrued expenses and other liabilities on our consolidated balance sheets.

During the three and six months ended June 30, 2018, we elected the fair value option for $60 million and $72 million of residential senior securities, $161 million and $289 million of subordinate securities, and $1.93 billion and $3.73 billion of residential loans (principal balance), respectively. We anticipate electing the fair value option for all future purchases of residential loans that we intend to sell to third parties or transfer to securitizations, as well as for MSRs retained from sales of residential loans, and 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, 2018 and December 31, 2017, 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, 2018	Carrying Value		Fair Value Measurements Using
(In Thousands)	Carrying Value		Level 1		Level 2		Level 3
Assets
Residential loans	$	5,491,055	$	—	$	—	$	5,491,055
Trading securities	1,054,295		—		—		1,054,295
Available-for-sale securities	399,641		—		—		399,641
Derivative assets	65,645		3,186		59,468		2,991
MSRs	64,674		—		—		64,674
Pledged collateral	42,201		42,201		—		—
FHLBC stock	43,393		—		43,393		—
Guarantee asset	2,936		—		—		2,936

Liabilities
Derivative liabilities	$	55,929	$	6,498	$	44,730	$	4,701
ABS issued	1,929,662		—		—		1,929,662



December 31, 2017	Carrying Value		Fair Value Measurements Using
(In Thousands)	Carrying Value		Level 1		Level 2		Level 3
Assets
Residential loans	$	5,114,317	$	—	$	—	$	5,114,317
Trading securities	968,844		—		—		968,844
Available-for-sale securities	507,666		—		—		507,666
Derivative assets	15,718		134		10,164		5,420
MSRs	63,598		—		—		63,598
Pledged collateral	42,615		42,615		—		—
FHLBC stock	43,393		—		43,393		—
Guarantee asset	2,869		—		—		2,869

Liabilities
Derivative liabilities	$	63,081	$	3,808	$	55,567	$	3,706
ABS issued	1,164,585		—		—		1,164,585

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, 2018.

Table 5.3 – Changes in Level 3 Assets and Liabilities Measured at Fair Value on a Recurring Basis



	Assets																	Liabilities
	Residential Loans			Trading Securities			AFS Securities			MSRs			Guarantee Asset		Derivatives⁽¹⁾			ABS Issued
(In Thousands)	Residential Loans			Trading Securities			AFS Securities			MSRs			Guarantee Asset		Derivatives⁽¹⁾			ABS Issued
Beginning balance - December 31, 2017	$	5,114,317		$	968,844		$	507,666		$	63,598		$	2,869	$	1,714		$	1,164,585
Acquisitions	3,766,510			361,535			5,952			—			—		—			925,845
Sales	(3,002,879		)	(260,119		)	(92,110		)	(1,077		)	—		—			—
Principal paydowns	(365,392		)	(11,748		)	(22,226		)	—			—		—			(181,782		)
Gains (losses) in net income, net	(19,665		)	(4,217		)	21,930			2,153			67		(9,681		)	21,014
Unrealized losses in OCI, net	—			—			(21,571		)	—			—		—			—
Other settlements, net ⁽²⁾	(1,836		)	—			—			—			—		6,257			—
Ending Balance - June 30, 2018	$	5,491,055		$	1,054,295		$	399,641		$	64,674		$	2,936	$	(1,710	)	$	1,929,662


(1)	For the purpose of this presentation, derivative assets and liabilities, which consist of loan purchase and forward sale commitments, are presented on a net basis.


(2)	Other settlements, net for 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 commitments at the time loans are acquired to the basis of residential loans.

The following table presents the portion of gains or losses included in our consolidated statements of income that were attributable to Level 3 assets and liabilities recorded at fair value on a recurring basis and held at June 30, 2018 and 2017. Gains or losses incurred on assets or liabilities sold, matured, called, or fully written down during the three and six months ended June 30, 2018 and 2017 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, 2018 and 2017 Included in Net Income



	Included in Net Income
	Three Months Ended June 30,						Six Months Ended June 30,
(In Thousands)	2018			2017			2018			2017
Assets
Residential loans at Redwood	$	(12,981	)	$	16,506		$	(51,029	)	$	19,738
Residential loans at consolidated Sequoia entities	367			11,038			20,914			19,452
Trading securities	(1,989		)	15,880			(6,011		)	24,529
Available-for-sale securities	(56		)	(128		)	(56		)	(245		)
MSRs	689			(2,038		)	4,610			(1,354		)
Loan purchase commitments	2,835			994			2,901			1,111
Other assets - Guarantee asset	(120		)	(558		)	66			(804		)

Liabilities
Loan purchase commitments	$	(4,646	)	$	—		$	(4,687	)	$	—
ABS issued	(279		)	(11,977		)	(21,014		)	(22,516		)

The following table presents information on assets recorded at fair value on a non-recurring basis at June 30, 2018. 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, 2018.

Table 5.5 – Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis at June 30, 2018



									Gain (Loss) for
June 30, 2018	Carrying Value		Fair Value Measurements Using						Three Months Ended			Six Months Ended
(In Thousands)	Carrying Value		Level 1		Level 2		Level 3		June 30, 2018			June 30, 2018
Assets
REO	$	1,841	$	—	$	—	$	1,841	$	(4	)	$	(127	)

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, 2018 and 2017.

Table 5.6 – Market Valuation Gains and Losses, Net



	Three Months Ended June 30,						Six Months Ended June 30,
(In Thousands)	2018			2017			2018			2017
Mortgage Banking Activities, Net
Residential loans held-for-sale, at fair value	$	6,122		$	5,784		$	10,896		$	14,316
Residential loan purchase and forward sale commitments	(2,758		)	10,406			(9,726		)	20,671
Risk management derivatives, net	6,150			(5,310		)	34,582			(6,710		)
Total mortgage banking activities, net ⁽¹⁾	$	9,514		$	10,880		$	35,752		$	28,277
Investment Fair Value Changes, Net
Residential loans held-for-investment, at Redwood	$	(15,010	)	$	8,354		$	(53,995	)	$	6,021
Trading securities	(930		)	18,926			(3,885		)	30,069
Valuation adjustments on commercial loans held-for-sale	—			300			—			300
Net investments in Legacy Sequoia entities ⁽²⁾	(720		)	(987		)	(728		)	(2,797		)
Net investments in Sequoia Choice entities ⁽²⁾	1,072			—			986			—
Risk-sharing investments	(209		)	(513		)	(348		)	(718		)
Risk management derivatives, net	16,742			(17,838		)	60,524			(22,965		)
Impairments on AFS securities	(56		)	(127		)	(56		)	(244		)
Total investment fair value changes, net	$	889		$	8,115		$	2,498		$	9,666
Other Income, Net
MSRs	$	(745	)	$	(6,421	)	$	2,147		$	(9,491	)
MSR risk management derivatives, net	(1,122		)	3,040			(6,261		)	2,291
Total other income, net ⁽³⁾	$	(1,867	)	$	(3,381	)	$	(4,114	)	$	(7,200	)
Total Market Valuation Gains, Net	$	8,536		$	15,614		$	34,136		$	30,743


(1)	Mortgage banking activities, net presented above does not include fee income or provisions for repurchases that are components of Mortgage banking activities, net presented on our consolidated statements of income, 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 retained investments at the consolidated VIEs.


(3)	Other income, net 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, 2018, 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, 2017. 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, 2018	Fair Value			Input Values
(Dollars in Thousands, except Input Values)	Fair Value		Unobservable Input	Range						Weighted Average
Assets
Residential loans, at fair value:
Jumbo fixed-rate loans	$	2,676,132	Whole loan spread to TBA price	$	2.00	-	$	3.28		$	2.97
			Whole loan spread to swap rate	90		-	206		bps	202		bps

Jumbo hybrid loans	276,844		Prepayment rate (annual CPR)	15		-	15		%	15		%
			Whole loan spread to swap rate	75		-	160		bps	133		bps

Jumbo loans committed to sell	464,905		Whole loan committed sales price	$	100.58	-	$	101.94		$	101.45

Loans held by Legacy Sequoia ⁽¹⁾	592,029		Liability price				N/A			N/A

Loans held by Sequoia Choice ⁽¹⁾	1,481,145		Liability price				N/A			N/A

Trading and AFS securities	1,453,936		Discount rate	3		-	14		%	6		%
			Prepayment rate (annual CPR)	—		-	50		%	9		%
			Default rate	—		-	27		%	2		%
			Loss severity	—		-	40		%	22		%

MSRs	64,674		Discount rate	11		-	43		%	11		%
			Prepayment rate (annual CPR)	6		-	26		%	7		%
			Per loan annual cost to service	$	82	-	$	82		$	82

Guarantee asset	2,936		Discount rate	11		-	11		%	11		%
			Prepayment rate (annual CPR)	8		-	8		%	8		%

REO	1,841		Loss severity	13		-	43		%	29		%

Liabilities
ABS issued⁽¹⁾	1,929,662		Discount rate	3		-	15		%	4		%
			Prepayment rate (annual CPR)	8		-	32		%	19		%
			Default rate	—		-	8		%	2		%
			Loss severity	20		-	60		%	21		%

Loan purchase commitments, net ⁽²⁾	1,710		MSR multiple	1.0		-	5.3		x	3.5		x
			Pull-through rate	13		-	100		%	72		%
			Whole loan spread to TBA price	$	2.25	-	$	3.28		$	3.28
			Whole loan spread to swap rate - fixed rate	90		-	206		bps	204		bps
			Prepayment rate (annual CPR)	15		-	15		%	15		%
			Whole loan spread to swap rate - hybrid	75		-	140		bps	107		bps


(1)	The fair value of the loans held by consolidated Sequoia entities was based on the fair value of the ABS issued by these entities, which we determined were more readily observable, in accordance with accounting guidance for collateralized financing entities.


(2)	For the purpose of this presentation, loan purchase commitment assets and liabilities are presented net.

Determination of Fair Value

A description of the instruments measured at fair value as well as the general classification of such instruments pursuant to the Level 1, Level 2, and Level 3 valuation hierarchy is listed herein. 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 inputs 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.

Residential loans at Redwood

Estimated fair values for residential loans are determined using models that incorporate various observable inputs, including pricing information from whole loan sales and securitizations. Certain significant inputs in these models are considered unobservable and are therefore Level 3 in nature. Pricing inputs obtained from market whole loan transaction activity include indicative spreads to indexed to be announced ("TBA") prices and indexed swap rates for fixed-rate loans and indexed swap rates for hybrid loans (Level 3). Pricing inputs obtained from market securitization activity include indicative spreads to indexed TBA prices for senior residential mortgage-backed securities ("RMBS") and indexed swap rates for subordinate RMBS, and credit support levels (Level 3). Other unobservable inputs also include assumed future prepayment rates. Observable inputs include benchmark interest rates, swap rates, and TBA prices. These assets would generally decrease in value based upon an increase in the credit spread, prepayment speed, or credit support assumptions.

Residential loans at consolidated Sequoia entities

We have elected to account for the consolidated Sequoia securitization entities as collateralized financing entities ("CFEs") in accordance with GAAP. A CFE is a variable interest entity that holds financial assets and issues beneficial interests in those assets, and these beneficial interests have contractual recourse only to the related assets of the CFE. Accounting guidance for CFEs allow companies to elect to measure both the financial assets and financial liabilities of a CFE using the more observable of the fair value of the financial assets or fair value of the financial liabilities. Pursuant to this guidance, we use the fair value of the ABS issued by the Sequoia CFEs (which we determined to be more observable) to determine the fair value of the loans held at these entities, whereby the net assets we consolidate in our financial statements related to these entities represent the estimated fair value of our retained interests in the Sequoia CFEs.

Real estate securities

Real estate securities include residential, commercial, and other asset-backed securities that are generally illiquid in nature and trade infrequently. Significant inputs in the valuation analysis are predominantly Level 3 in nature, due to the lack of readily available market quotes and related inputs. For real estate securities, we utilize both market comparable pricing and discounted cash flow analysis valuation techniques. Relevant market indicators that are factored into the analysis include bid/ask spreads, the amount and timing of credit losses, interest rates, and collateral prepayment rates. Estimated fair values are based on applying the market indicators to generate discounted cash flows (Level 3). These cash flow models use significant unobservable inputs such as a discount rate, prepayment rate, default rate and loss severity. The estimated fair value of our securities would generally decrease based upon an increase in default rates, loss severities, or a decrease in prepayment rates.

As part of our securities valuation process, we request and consider indications of value from third-party securities dealers. For purposes of pricing our securities at June 30, 2018, we received dealer price indications on 75% of our securities, representing 84% of our carrying value. In the aggregate, our internal valuations of the securities for which we received dealer price indications were within 1% of the aggregate average dealer valuations. Once we receive the price indications from dealers, they are compared to other relevant market inputs, such as actual or comparable trades, and the results of our discounted cash flow analysis. In circumstances where relevant market inputs cannot be obtained, increased reliance on discounted cash flow analysis and management judgment are required to estimate fair value.

Derivative assets and liabilities

Our derivative instruments include swaps, swaptions, TBAs, financial futures, loan purchase commitments ("LPCs"), and forward sale commitments ("FSCs"). Fair values of derivative instruments are determined using quoted prices from active markets, when available, or from valuation models and are supported by valuations provided by dealers active in derivative markets. Fair values of TBAs and financial futures are generally obtained using quoted prices from active markets (Level 1). Our derivative valuation models for swaps and swaptions require a variety of inputs, including contractual terms, market prices, yield curves, credit curves, measures of volatility, prepayment rates, and correlations of certain inputs. Model inputs can generally be verified and model selection does not involve significant management judgment (Level 2).

LPC and FSC fair values for jumbo loans are estimated based on the estimated fair values of the underlying loans (as described in "Residential loans at Redwood" above). In addition, fair values for LPCs are estimated based on the probability that the mortgage loan will be purchased (the "Pull-through rate") (Level 3).

For other derivatives, valuations are based on various factors such as liquidity, bid/ask spreads, and credit considerations for which we rely on available market inputs. In the absence of such inputs, management’s best estimate is used (Level 3).

MSRs

MSRs include the rights to service jumbo and conforming residential mortgage loans. Significant inputs in the valuation analysis are predominantly Level 3, due to the nature of these instruments and the lack of readily available market quotes. Changes in the fair value of MSRs occur primarily due to the collection/realization of expected cash flows, as well as changes in valuation inputs and assumptions. Estimated fair values are based on applying the inputs to generate the net present value of estimated future MSR income (Level 3). These discounted cash flow models utilize certain significant unobservable inputs including market discount rates, assumed future prepayment rates of serviced loans, and the market cost of servicing. An increase in these unobservable inputs would generally reduce the estimated fair value of the MSRs.

As part of our MSR valuation process, we received a valuation estimate from a third-party valuations firm. In the aggregate, our internal valuation of the MSRs were within 2% of the third-party valuation.

FHLBC stock

Our Federal Home Loan Bank ("FHLB") member subsidiary is required to purchase Federal Home Loan Bank of Chicago ("FHLBC") stock under a borrowing agreement between our FHLB-member subsidiary and the FHLBC. Under this agreement, the stock is redeemable at face value, which represents the carrying value and fair value of the stock (Level 2).

Guarantee asset

The guarantee asset represents the estimated fair value of cash flows we are contractually entitled to receive related to a risk-sharing arrangement with Fannie Mae. Significant inputs in the valuation analysis are Level 3, due to the nature of this asset and the lack of market quotes. The fair value of the guarantee asset is determined using a discounted cash flow model, for which significant unobservable inputs include assumed future prepayment rates and market discount rate (Level 3). An increase in prepayment rates or discount rate would generally reduce the estimated fair value of the guarantee asset.

Pledged collateral

Pledged collateral consists of cash and U.S. Treasury securities held by a custodian in association with certain agreements we have entered into. Treasury securities are carried at their fair value, which is determined using quoted prices in active markets (Level 1).

Cash and cash equivalents

Cash and cash equivalents include cash on hand and highly liquid investments with original maturities of three months or less. Fair values equal carrying values (Level 1).

Restricted cash

Restricted cash primarily includes interest-earning cash balances related to risk-sharing transactions with the Agencies, cash held in association with borrowings from the FHLBC, and cash held at consolidated Sequoia entities for the purpose of distribution to investors and reinvestment. Due to the short-term nature of the restrictions, fair values approximate carrying values (Level 1).

Accrued interest receivable and payable

Accrued interest receivable and payable includes interest due on our assets and payable on our liabilities. Due to the short-term nature of when these interest payments will be received or paid, fair values approximate carrying values (Level 1).

REO

REO includes properties owned in satisfaction of foreclosed loans. Fair values are determined using available market quotes, appraisals, broker price opinions, comparable properties, or other indications of value (Level 3).

Margin receivable

Margin receivable reflects cash collateral we have posted with our various derivative and debt counterparties as required to satisfy margin requirements. Fair values approximate carrying values (Level 2).

Short-term debt

Short-term debt includes our credit facilities that mature within one year. As these borrowings are secured and subject to margin calls and as the rates on these borrowings reset frequently to market rates, we believe that carrying values approximate fair values (Level 2). Additionally, at December 31, 2017, short-term debt included unsecured convertible senior notes with a maturity of less than one year. The fair value of the convertible notes is determined using quoted prices in generally active markets (Level 2).

ABS issued

ABS issued includes asset-backed securities issued through the Legacy Sequoia and Sequoia Choice securitization entities. These instruments are generally illiquid in nature and trade infrequently. Significant inputs in the valuation analysis are predominantly Level 3, due to the nature of these instruments and the lack of readily available market quotes. For ABS issued, we utilize both market comparable pricing and discounted cash flow analysis valuation techniques. Relevant market indicators factored into the analysis include bid/ask spreads, the amount and timing of collateral credit losses, interest rates, and collateral prepayment rates. Estimated fair values are based on applying the market indicators to generate discounted cash flows (Level 3). These cash flow models use significant unobservable inputs such as a discount rate, prepayment rate, default rate, loss severity and credit support. A decrease in credit losses or discount rate, or an increase in prepayment rates, would generally cause the fair value of the ABS issued to decrease (i.e., become a larger liability).

FHLBC borrowings

FHLBC borrowings include amounts borrowed from the FHLBC that are secured, generally by residential mortgage loans. As these borrowings are secured and subject to margin calls and as the rates on these borrowings reset frequently to market rates, we believe that carrying values approximate fair values (Level 2).

Financial Instruments Carried at Amortized Cost

Participation in loan warehouse facility

Our participation in a loan warehouse facility is carried at amortized cost (Level 2).

Guarantee obligations

In association with our risk-sharing transactions with the Agencies, we have made certain guarantees which are carried on our balance sheet at amortized cost (Level 3).

Convertible notes

Convertible notes include unsecured convertible and exchangeable senior notes that are carried at their unpaid principal balance net of any unamortized deferred issuance costs (Level 2).

Trust preferred securities and subordinated notes

Trust preferred securities and subordinated notes are carried at their unpaid principal balance net of any unamortized deferred issuance costs (Level 3).