0001465128us-gaap:MeasurementInputCreditSpreadMemberstwd:VariableInterestEntityLiabilitiesMemberus-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMembersrt:WeightedAverageMember2021-06-30

~~0001465128us-gaap:CommercialPortfolioSegmentMemberstwd:LoansHeldForInvestmentMember2020-09-30~~

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

	☒
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended~~September~~June 30, ~~2020~~

2021

	☐
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number001-34436

Starwood Property Trust, Inc.

(Exact name of registrant as specified in its charter)


Maryland						27-0247747
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

591 West Putnam Avenue
Greenwich,, Connecticut						06830
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code:

(203) 422-7700

(~~203~~) ~~422-7700~~

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value per share	STWD	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ~~Yes~~ ⌧ No ◻Yes

☒No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ~~Yes~~ ⌧ No ◻Yes

☒No☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer⌧	☒	Accelerated filer	◻☐
Non-accelerated filer◻	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No⌧

☒

The number of shares of the issuer’s common stock, $0.01 par value, outstanding as of ~~October~~July 30, ~~2020~~2021 was ~~284,687,634.~~

288,278,083.

Table of Contents

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains certain forward-looking statements, including without limitation, statements concerning our operations, economic performance and financial condition. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are developed by combining currently available information with our beliefs and assumptions and are generally identified by the words “believe,” “expect,” “anticipate” and other similar expressions. Forward-looking statements do not guarantee future performance, which may be materially different from that expressed in, or implied by, any such statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their respective dates.

These forward-looking statements are based largely on our current beliefs, assumptions and expectations of our future performance taking into account all information currently available to us. These beliefs, assumptions and expectations can change as a result of many possible events or factors, not all of which are known to us or within our control, and which could materially affect actual results, performance or achievements. Factors that may cause actual results to vary from our forward-looking statements include, but are not limited to:

●

factors described in our Annual Report on Form 10-K for the year ended December 31, 2019, our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020 and this Quarterly Report on Form 10-Q, including those set forth under the captions “Risk Factors”, “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

●

~~the severity and duration of the~~ ~~pandemic of the novel strain of coronavirus (“COVID-19”),~~ ~~actions that may be taken by governmental authorities to contain the COVID-19 outbreak or to treat its impact~~ ~~and the adverse~~ ~~impacts that the~~ ~~COVID-19 pandemic has had, and will likely continue to have,~~ ~~on the global economy, on the borrowersunderlying our real estate-related assets and infrastructure loans and tenants of our owned properties, including~~ ~~their ability to make payments on their loans or to pay rent, as the case may be, and on our~~ ~~operations and financial performance~~;

●

~~defaults by borrowers in paying debt service on outstanding indebtedness;~~

●

~~impairment in the value of real estate property securing our loans or in which we invest;~~

●

~~availability of mortgage origination and acquisition opportunities acceptable to us;~~

●

~~potential mismatches in the timing of asset repayments and the maturity of the associated financing agreements;~~

●

our ability to integrate our prior acquisition of the project finance origination, underwriting and capital markets business of GE Capital Global Holdings, LLC into our business and to achieve the benefits that we anticipate from the acquisition;

●

~~national and local economic and business conditions, including continued disruption from the COVID-19 pandemic;~~

●

~~general and local commercial and residential real estate property conditions;~~

●

~~changes in federal government policies;~~

●

~~changes in federal, state and local governmental laws and regulations;~~

●

~~increased competition from entities engaged in mortgage lending and securities investing activities;~~

●

~~changes in interest rates; and~~

•factors described in our Annual Report on Form 10-K for the year ended December 31, 2020 and this Quarterly Report on Form 10-Q, including those set forth under the captions “Risk Factors”, “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

•the severity and duration of the pandemic of the novel strain of coronavirus (“COVID-19”), actions that may be taken by governmental authorities to contain the COVID-19 outbreak, including variants and resurgences, or to treat its impact and the adverse impacts that the COVID-19 pandemic has had, and will likely continue to have, on the global economy, on the borrowers underlying our real estate-related assets and infrastructure loans and tenants of our owned properties, including their ability to make payments on their loans or to pay rent, as the case may be, and on our operations and financial performance;

•defaults by borrowers in paying debt service on outstanding indebtedness;

~~Table~~•impairment in the value of ~~Contents~~real estate property securing our loans or in which we invest;

●

~~the availability of, and costs associated with, sources of liquidity.~~

•

availability of mortgage origination and acquisition opportunities acceptable to us;

•potential mismatches in the timing of asset repayments and the maturity of the associated financing agreements;

•our ability to integrate our prior acquisition of the project finance origination, underwriting and capital markets business of GE Capital Global Holdings, LLC into our business and to achieve the benefits that we anticipate from the acquisition;

•national and local economic and business conditions, including continued disruption from the COVID-19 pandemic;

•general and local commercial and residential real estate property conditions;

•changes in federal government policies;

•changes in federal, state and local governmental laws and regulations;

•increased competition from entities engaged in mortgage lending and securities investing activities;

•changes in interest rates; and

•the availability of, and costs associated with, sources of liquidity.

In light of these risks and uncertainties, there can be no assurances that the results referred to in the forward-looking statements contained in this Quarterly Report on Form 10-Q will in fact occur. Except to the extent required by applicable law or regulation, we undertake no obligation to, and expressly disclaim any such obligation to, update or revise any forward-looking statements to reflect changed assumptions, the occurrence of anticipated or unanticipated events, changes to future results over time or otherwise.

Table of Contents

TABLE

OFCONTENTS

~~TABLE~~ OF ~~CONTENTS~~


				Page
Part I			Financial Information
Item 1.			Financial Statements	4
				~~Page~~
~~Part I~~	~~Financial Information~~
~~Item 1.~~	~~Financial Statements~~	5
	Condensed Consolidated Balance Sheets	5 4
			Condensed Consolidated Statements of Operations	6 5
			Condensed Consolidated Statements of Comprehensive Income	7 6
			Condensed Consolidated Statements of Equity	8 7
			Condensed Consolidated Statements of Cash Flows	10 9
			Notes to Condensed Consolidated Financial Statements	12 11
			Note 1 Business and Organization	12 11
			Note 2 Summary of Significant Accounting Policies	13 12
			Note 3 Acquisitions and Divestitures	19 18
			Note 4 Loans	20 19
			Note 5 Investment Securities	25 24
			Note 6 Properties	28 27
			Note 7 Investment in Unconsolidated Entities	30 29
			Note 8 Goodwill and Intangibles	31 30
			Note 9 Secured Borrowings	33 32
			Note 10 Unsecured Senior Notes	36
			Note 11 Loan Securitization/Sale Activities	37
			Note 12 Derivatives and Hedging Activity	38 39
			Note 13 Offsetting Assets and Liabilities	40
			Note 14 Variable Interest Entities	40
			Note 15 Related-Party Transactions	42
			Note 16 Stockholders’ Equity and Non-Controlling Interests	44
			Note 17 Earnings per Share	46
			Note 18 Accumulated Other Comprehensive Income	47
			Note 19 Fair Value	48 47
			Note 20 Income Taxes	55
			Note 21 Commitments and Contingencies	56
			Note 22 Segment Data	57
			Note 23 Subsequent Events	63
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations	64
Item 3.			Quantitative and Qualitative Disclosures about Market Risk	~~106~~ 101
Item 4.			Controls and Procedures	~~110~~ 103
Part II			Other Information
Item 1.			Legal Proceedings	~~111~~ 104
Item 1A.			Risk Factors	~~111~~ 104
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds	~~114~~ 104
Item 3.			Defaults Upon Senior Securities	~~114~~ 104
Item 4.			Mine Safety Disclosures	~~114~~ 104
Item 5.			Other Information	~~114~~ 104
Item 6.			Exhibits	~~115~~ 105

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited, amounts in thousands, except share data)

As of

As of

September 30, 2020

December 31, 2019
Assets:

Cash and cash equivalents

$
379,870

$
478,388
Restricted cash

131,336

95,643
Loans held-for-investment, net of credit loss allowances of $109,747 and $33,415 ($256,407 and $671,572 held at fair value)

10,918,652

10,586,074
Loans held-for-sale ($1,012,673 and $764,622 held at fair value)

1,012,673

884,150
Investment securities, net of credit loss allowances of $6,425 and $0 ($203,817 and $239,600 held at fair value)

745,113

810,238
Properties, net

2,207,822

2,266,440
Intangible assets ($14,589 and $16,917 held at fair value)

74,139

85,700
Investment in unconsolidated entities

104,384

84,329
Goodwill

259,846

259,846
Derivative assets

64,825

28,943
Accrued interest receivable

78,030

64,087
Other assets

163,474

211,323
Variable interest entity (“VIE”) assets, at fair value

64,477,475

62,187,175
Total Assets

$
80,617,639

$
78,042,336
Liabilities and Equity

Liabilities:

Accounts payable, accrued expenses and other liabilities

$
201,491

$
212,006
Related-party payable

22,096

40,925
Dividends payable

138,264

137,427
Derivative liabilities

13,452

8,740
Secured financing agreements, net

9,615,892

8,906,048
Collateralized loan obligations, net

929,931

928,060
Unsecured senior notes, net

1,934,555

1,928,622
VIE liabilities, at fair value

62,876,265

60,743,494
Total Liabilities

75,731,946

72,905,322
Commitments and contingencies (Note 21)

Equity:

Starwood Property Trust, Inc. Stockholders’ Equity:

Preferred stock, $0.01 per share, 100,000,000 shares authorized, 0 shares issued and outstanding

—

—
Common stock, $0.01 per share, 500,000,000 shares authorized, 291,787,327 issued and 284,681,766 outstanding as of September 30, 2020 and 287,380,891 issued and 282,200,751 outstanding as of December 31, 2019

2,918

2,874
Additional paid-in capital

5,200,716

5,132,532
Treasury stock (7,105,561 shares and 5,180,140 shares)

(133,024)

(104,194)
Accumulated other comprehensive income

42,285

50,932
Accumulated deficit

(599,014)

(381,719)
Total Starwood Property Trust, Inc. Stockholders’ Equity

4,513,881

4,700,425
Non-controlling interests in consolidated subsidiaries

371,812

436,589
Total Equity

4,885,693

5,137,014
Total Liabilities and Equity

$
80,617,639

$
78,042,336


	As of June 30, 2021		As of December 31, 2020
Assets:
Cash and cash equivalents	$	254,567	$	563,217
Restricted cash	106,009		158,945
Loans held-for-investment, net of credit loss allowances of $59,825 and $77,444 ($142,706 and $90,684 held at fair value)	12,763,372		11,087,073
Loans held-for-sale ($875,802 and $932,295 held at fair value)	961,677		1,052,835
Investment securities, net of credit loss allowances of $4,929 and $5,675 ($185,549 and $198,053 held at fair value)	673,566		736,658
Properties, net	2,243,569		2,271,153
Intangible assets ($13,705 and $13,202 held at fair value)	65,193		70,117
Investment in unconsolidated entities	96,789		108,054
Goodwill	259,846		259,846
Derivative assets	35,615		40,555
Accrued interest receivable	113,800		95,980
Other assets	241,503		190,748
Variable interest entity (“VIE”) assets, at fair value	63,493,796		64,238,328
Total Assets	$	81,309,302	$	80,873,509
Liabilities and Equity
Liabilities:
Accounts payable, accrued expenses and other liabilities	$	182,226	$	206,845
Related-party payable	26,431		39,170
Dividends payable	139,457		137,959
Derivative liabilities	33,061		41,324
Secured financing agreements, net	9,932,662		10,146,190
Collateralized loan obligations, net	2,404,672		930,554
Unsecured senior notes, net	1,737,383		1,732,520
VIE liabilities, at fair value	62,001,710		62,776,371
Total Liabilities	76,457,602		76,010,933
Commitments and contingencies (Note 21)	0		0
Equity:
Starwood Property Trust, Inc. Stockholders’ Equity:
Preferred stock, $0.01 per share, 100,000,000 shares authorized, 0 shares issued and outstanding	0		0
Common stock, $0.01 per share, 500,000,000 shares authorized, 295,257,898 issued and 287,809,207 outstanding as of June 30, 2021 and 292,091,601 issued and 284,642,910 outstanding as of December 31, 2020	2,952		2,921
Additional paid-in capital	5,248,490		5,209,739
Treasury stock (7,448,691 shares)	(138,022)		(138,022)
Accumulated other comprehensive income	41,310		43,993
Accumulated deficit	(677,375)		(629,733)
Total Starwood Property Trust, Inc. Stockholders’ Equity	4,477,355		4,488,898
Non-controlling interests in consolidated subsidiaries	374,345		373,678
Total Equity	4,851,700		4,862,576
Total Liabilities and Equity	$	81,309,302	$	80,873,509

Note: In addition to the VIE assets and liabilities which are separately presented, our condensed consolidated balance sheets as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 include assets of $2.9 billion and $1.1 billion, respectively, and liabilities of $2.4 billion and $0.9 billion, respectively, related to a consolidated collateralized loan ~~obligation~~obligations (“~~CLO”~~CLOs”), which isare considered to be ~~a VIE.~~VIEs. The ~~CLO’s~~CLOs' assets can only be used to settle obligations of the ~~CLO,~~CLOs, and the ~~CLO’s~~CLOs' liabilities do not have recourse to Starwood Property Trust, Inc. Refer to Note 14 for additional discussion of VIEs.

See notes to condensed consolidated financial statements.

Table of Contents

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited, amounts in thousands, except per share data)

For the Three Months Ended

For the Nine Months Ended

September 30,

September 30,

2020

2019

2020

2019
Revenues:

Interest income from loans

$
169,404

$
172,030

$
557,934

$
546,912
Interest income from investment securities

12,186

16,676

42,070

56,853
Servicing fees

9,548

14,333

20,999

47,774
Rental income

75,978

84,654

222,834

255,784
Other revenues

311

637

1,756

2,668
Total revenues

267,427

288,330

845,593

909,991
Costs and expenses:

Management fees

23,127

30,238

86,970

76,227
Interest expense

95,981

123,156

317,499

387,954
General and administrative

39,478

39,766

110,857

112,274
Acquisition and investment pursuit costs

884

163

3,383

579
Costs of rental operations

29,522

31,568

87,368

91,874
Depreciation and amortization

23,581

28,269

70,982

86,075
Credit loss (reversal) provision, net

(3,587)

(39)

55,284

3,242
Other expense

172

123

662

1,777
Total costs and expenses

209,158

253,244

733,005

760,002
Other income (loss):

Change in net assets related to consolidated VIEs

58,585

61,767

64,353

164,761
Change in fair value of servicing rights

634

(625)

(2,328)

(2,308)
Change in fair value of investment securities, net

(199)

266

3,132

995
Change in fair value of mortgage loans, net

61,384

32,521

79,700

65,678
Earnings (loss) from unconsolidated entities

3,192

2,747

32,065

(31,636)
Gain on sale of investments and other assets, net

—

21,157

6,768

28,157
(Loss) gain on derivative financial instruments, net

(28,097)

21,933

(34,485)

19,694
Foreign currency gain (loss), net

25,452

(15,664)

(1,861)

(17,134)
Loss on extinguishment of debt

—

(4,624)

(2,377)

(10,738)
Other income (loss), net

357

(50)

687

(123)
Total other income

121,308

119,428

145,654

217,346
Income before income taxes

179,577

154,514

258,242

367,335
Income tax provision

(14,843)

(4,513)

(6,816)

(8,380)
Net income

164,734

150,001

251,426

358,955
Net income attributable to non-controlling interests

(12,900)

(9,605)

(26,705)

(21,160)
Net income attributable to Starwood Property Trust, Inc.

$
151,834

$
140,396

$
224,721

$
337,795

Earnings per share data attributable to Starwood Property Trust, Inc.:

Basic

$
0.53

$
0.50

$
0.79

$
1.20
Diluted

$
0.52

$
0.49

$
0.79

$
1.19


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
Revenues:
Interest income from loans	$	189,272	$	171,103	$	379,847	$	388,530
Interest income from investment securities	10,648		14,644		22,258		29,884
Servicing fees	10,864		6,658		19,266		11,451
Rental income	77,119		72,710		153,457		146,856
Other revenues	2,964		491		3,269		1,445
Total revenues	290,867		265,606		578,097		578,166
Costs and expenses:
Management fees	29,250		23,115		67,986		63,843
Interest expense	109,653		101,493		213,027		221,518
General and administrative	45,265		32,677		83,901		71,379
Acquisition and investment pursuit costs	407		1,590		592		2,499
Costs of rental operations	30,731		29,632		59,476		57,846
Depreciation and amortization	22,477		23,421		44,951		47,401
Credit loss (reversal) provision, net	(11,844)		10,202		(11,800)		58,871
Other expense	0		102		685		490
Total costs and expenses	225,939		222,232		458,818		523,847
Other income (loss):
Change in net assets related to consolidated VIEs	12,509		51,261		52,254		5,768
Change in fair value of servicing rights	1,299		(2,569)		503		(2,962)
Change in fair value of investment securities, net	1,508		827		1,202		3,331
Change in fair value of mortgage loans, net	45,867		34,450		36,389		18,316
Earnings from unconsolidated entities	2,226		28,776		3,960		28,873
Gain on sale of investments and other assets, net	8,731		6,472		26,424		6,768
(Loss) gain on derivative financial instruments, net	(10,009)		(16,098)		23,980		(6,388)
Foreign currency gain (loss), net	2,627		7,173		(9,054)		(27,313)
Loss on extinguishment of debt	(1,182)		(2,207)		(1,698)		(2,377)
Other (loss) income, net	(5,473)		204		(5,452)		330
Total other income	58,103		108,289		128,508		24,346
Income before income taxes	123,031		151,663		247,787		78,665
Income tax benefit	3,353		1,298		1,123		8,027
Net income	126,384		152,961		248,910		86,692
Net income attributable to non-controlling interests	(10,074)		(13,305)		(21,222)		(13,805)
Net income attributable to Starwood Property Trust, Inc.	$	116,310	$	139,656	$	227,688	$	72,887

Earnings per share data attributable to Starwood Property Trust, Inc.:
Basic	$	0.40	$	0.49	$	0.79	$	0.25
Diluted	$	0.40	$	0.49	$	0.78	$	0.25

See notes to condensed consolidated financial statements.

Table of Contents

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(Unaudited, amounts in thousands)

For the Three Months Ended

For the Nine Months Ended

September 30,

September 30,

2020

2019

2020

2019
Net income

$
164,734

$
150,001

$
251,426

$
358,955
Other comprehensive loss (net change by component):

Available-for-sale securities

(581)

(579)

(8,647)

(1,045)
Foreign currency translation

—

(4,168)

—

(5,238)
Other comprehensive loss

(581)

(4,747)

(8,647)

(6,283)
Comprehensive income

164,153

145,254

242,779

352,672
Less: Comprehensive income attributable to non-controlling interests

(12,900)

(9,605)

(26,705)

(21,160)
Comprehensive income attributable to Starwood Property Trust, Inc.

$
151,253

$
135,649

$
216,074

$
331,512


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
Net income	$	126,384	$	152,961	$	248,910	$	86,692
Other comprehensive (loss) income (net change by component):
Available-for-sale securities	(344)		6,982		(2,747)		(8,066)
Foreign currency translation	0		0		64		0
Other comprehensive (loss) income	(344)		6,982		(2,683)		(8,066)
Comprehensive income	126,040		159,943		246,227		78,626
Less: Comprehensive income attributable to non-controlling interests	(10,074)		(13,305)		(21,222)		(13,805)
Comprehensive income attributable to Starwood Property Trust, Inc.	$	115,966	$	146,638	$	225,005	$	64,821

See notes to condensed consolidated financial statements.

Table of Contents

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Equity

For the Three Months Ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~

2020

(Unaudited, amounts in thousands, except share data)


	Common stock			Additional Paid-in Capital		Treasury Stock			Accumulated Deficit		Accumulated Other Comprehensive Income		Total Property Trust, Inc. Stockholders’ Equity		Non- Controlling Interests		Total Equity
	Shares	Par Value				Shares	Amount
Balance, March 31, 2021	294,300,251	$	2,943	$	5,225,037	7,448,691	$	(138,022)	$	(654,750)	$	41,654	$	4,476,862	$	377,923	$	4,854,785
Proceeds from DRIP Plan	8,936	—		226		—	—		—		—		226		—		226
Redemption of Class A Units	338,002	3		7,074		—	—		—		—		7,077		(7,077)		—
Share-based compensation	343,331	3		9,594		—	—		—		—		9,597		—		9,597
Manager fees paid in stock	267,378	3		6,559		—	—		—		—		6,562		—		6,562
Net income	—	—		—		—	—		116,310		—		116,310		10,074		126,384
Dividends declared, $0.48 per share	—	—		—		—	—		(138,935)		—		(138,935)		—		(138,935)
Other comprehensive loss, net	—	—		—		—	—		—		(344)		(344)		—		(344)
Contributions from non-controlling interests	—	—		—		—	—		—		—		—		2,569		2,569
Distributions to non-controlling interests	—	—		—		—	—		—		—		—		(9,144)		(9,144)
Balance, June 30, 2021	295,257,898	$	2,952	$	5,248,490	7,448,691	$	(138,022)	$	(677,375)	$	41,310	$	4,477,355	$	374,345	$	4,851,700

Balance, March 31, 2020	289,349,439	$	2,894	$	5,159,069	7,105,561	$	(133,024)	$	(616,765)	$	35,884	$	4,448,058	$	369,293	$	4,817,351
Proceeds from DRIP Plan	17,313	—		216		—	—		—		—		216		—		216
Equity offering costs	—	—		(1)		—	—		—		—		(1)		—		(1)
Share-based compensation	141,009	2		7,342		—	—		—		—		7,344		—		7,344
Manager fees paid in stock	2,065,322	20		26,946		—	—		—		—		26,966		—		26,966
Net income	—	—		—		—	—		139,656		—		139,656		13,305		152,961
Dividends declared, $0.48 per share	—	—		—		—	—		(136,984)		—		(136,984)		—		(136,984)
Other comprehensive income, net	—	—		—		—	—		—		6,982		6,982		—		6,982
VIE non-controlling interests	—	—		—		—	—		—		—		—		(1)		(1)
Distributions to non-controlling interests	—	—		—		—	—		—		—		—		(10,038)		(10,038)



Balance, June 30, 2020	291,573,083	$	2,916	$	5,193,572	7,105,561	$	(133,024)	$	(614,093)	$	42,866	$	4,492,237	$	372,559	$	4,864,796

Total

Starwood

Accumulated

Property

Common stock

Additional

Other

Trust, Inc.

Non-

Par

Paid-in

Treasury Stock

Accumulated

Comprehensive

Stockholders’

Controlling

Total


Shares

Value

Capital

Shares

Amount

Deficit

Income

Equity

Interests

Equity
Balance, June 30, 2020

291,573,083

$
2,916

$
5,193,572

7,105,561

$
(133,024)

$
(614,093)

$
42,866

$
4,492,237

$
372,559

$
4,864,796
Proceeds from DRIP Plan

34,309

1

520

—

—

—

—

521

—

521
Redemption of Class A Units

—

—

418

—

—

—

—

418

(1,703)

(1,285)
Equity offering costs

—

—

(54)

—

—

—

—

(54)

—

(54)
Share-based compensation

179,935

1

6,260

—

—

—

—

6,261

—

6,261
Net income

—

—

—

—

—

151,834

—

151,834

12,900

164,734
Dividends declared, $0.48 per share

—

—

—

—

—

(136,755)

—

(136,755)

—

(136,755)
Other comprehensive loss, net

—

—

—

—

—

—

(581)

(581)

—

(581)
VIE non-controlling interests

—

—

—

—

—

—

—

—

12

12
Contributions from non-controlling interests

—

—

—

—

—

—

—

—

251

251
Distributions to non-controlling interests

—

—

—

—

—

—

—

—

(12,207)

(12,207)
Balance, September 30, 2020

291,787,327

$
2,918

$
5,200,716

7,105,561

$
(133,024)

$
(599,014)

$
42,285

$
4,513,881

$
371,812

$
4,885,693

Balance, June 30, 2019

286,451,361

$
2,864

$
5,103,771

5,180,140

$
(104,194)

$
(421,858)

$
57,124

$
4,637,707

$
265,544

$
4,903,251
Proceeds from DRIP Plan

10,751

—

253

—

—

—

—

253

—

253
Redemption of Class A Units for common stock

219,831

2

4,695

—

—

—

—

4,697

(4,697)

—
Equity offering costs

—

—

(19)

—

—

—

—

(19)

—

(19)
Share-based compensation

435,216

5

12,971

—

—

—

—

12,976

—

12,976
Net income

—

—

—

—

—

140,396

—

140,396

9,605

150,001
Dividends declared, $0.48 per share

—

—

—

—

—

(136,067)

—

(136,067)

—

(136,067)
Other comprehensive loss, net

—

—

—

—

—

—

(4,747)

(4,747)

—

(4,747)
VIE non-controlling interests

—

—

—

—

—

—

—

—

(2,615)

(2,615)
Contributions from non-controlling interests

—

—

—

—

—

—

—

—

658

658
Distributions to non-controlling interests

—

—

—

—

—

—

—

—

(10,677)

(10,677)
Balance, September 30, 2019

287,117,159

$
2,871

$
5,121,671

5,180,140

$
(104,194)

$
(417,529)

$
52,377

$
4,655,196

$
257,818

$
4,913,014

See notes to condensed consolidated financial statements.

Table of Contents

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Equity ~~(Continued)~~

For the ~~Nine~~Six Months Ended ~~September~~June 30, 2021 and 2020 ~~and 2019~~

(Continued)

(Unaudited, amounts in thousands, except share data)


	Common stock			Additional Paid-in Capital		Treasury Stock			Accumulated Deficit		Accumulated Other Comprehensive Income		Total Property Trust, Inc. Stockholders’ Equity		Non- Controlling Interests		Total Equity
	Shares	Par Value				Shares	Amount
Balance, December 31, 2020	292,091,601	$	2,921	$	5,209,739	7,448,691	$	(138,022)	$	(629,733)	$	43,993	$	4,488,898	$	373,678	$	4,862,576
Cumulative effect of convertible notes accounting standard update adopted January 1, 2021	—	—		(3,755)		—	—		2,219		—		(1,536)		—		(1,536)
Proceeds from DRIP Plan	21,170	—		488		—	—		—		—		488		—		488
Redemption of Class A Units	388,002	4		8,112		—	—		—		—		8,116		(8,116)		—
Equity offering costs	—	—		(22)		—	—		—		—		(22)		—		(22)
Share-based compensation	2,157,745	21		19,886		—	—		—		—		19,907		—		19,907
Manager fees paid in stock	599,380	6		14,042		—	—		—		—		14,048		—		14,048
Net income	—	—		—		—	—		227,688		—		227,688		21,222		248,910
Dividends declared, $0.96 per share	—	—		—		—	—		(277,549)		—		(277,549)		—		(277,549)
Other comprehensive loss, net	—	—		—		—	—		—		(2,683)		(2,683)		—		(2,683)
Contributions from non-controlling interests	—	—		—		—	—		—		—		—		5,538		5,538
Distributions to non-controlling interests	—	—		—		—	—		—		—		—		(17,977)		(17,977)
Balance, June 30, 2021	295,257,898	$	2,952	$	5,248,490	7,448,691	$	(138,022)	$	(677,375)	$	41,310	$	4,477,355	$	374,345	$	4,851,700

Balance, December 31, 2019	287,380,891	$	2,874	$	5,132,532	5,180,140	$	(104,194)	$	(381,719)	$	50,932	$	4,700,425	$	436,589	$	5,137,014
Cumulative effect of credit loss accounting standard effective January 1, 2020	—	—		—		—	—		(32,286)		—		(32,286)		—		(32,286)
Proceeds from DRIP Plan	25,031	—		369		—	—		—		—		369		—		369
Redemption of Class A Units	409,712	4		8,534		—	—		—		—		8,538		(8,538)		—
Equity offering costs	—	—		(15)		—	—		—		—		(15)		—		(15)
Common stock repurchased	—	—		—		1,925,421	(28,830)		—		—		(28,830)		—		(28,830)
Share-based compensation	1,336,217	14		16,130		—	—		—		—		16,144		—		16,144
Manager fees paid in stock	2,421,232	24		36,022		—	—		—		—		36,046		—		36,046
Net income	—	—		—		—	—		72,887		—		72,887		13,805		86,692
Dividends declared, $0.96 per share	—	—		—		—	—		(272,975)		—		(272,975)		—		(272,975)
Other comprehensive loss, net	—	—		—		—	—		—		(8,066)		(8,066)		—		(8,066)
VIE non-controlling interests	—	—		—		—	—		—		—		—		(2,189)		(2,189)
Contributions from non-controlling interests	—	—		—		—	—		—		—		—		9,406		9,406
Distributions to non-controlling interests	—	—		—		—	—		—		—		—		(76,514)		(76,514)
Balance, June 30, 2020	291,573,083	$	2,916	$	5,193,572	7,105,561	$	(133,024)	$	(614,093)	$	42,866	$	4,492,237	$	372,559	$	4,864,796

Total

Starwood

Accumulated

Property

Common stock

Additional

Other

Trust, Inc.

Non-

Par

Paid-in

Treasury Stock

Accumulated

Comprehensive

Stockholders’

Controlling

Total


Shares

Value

Capital

Shares

Amount

Deficit

Income

Equity

Interests

Equity

Balance, December 31, 2019

287,380,891

$
2,874

$
5,132,532

5,180,140

$
(104,194)

$
(381,719)

$
50,932

$
4,700,425

$
436,589

$
5,137,014

Cumulative effect of credit loss accounting standard effective January 1, 2020

—

—

—

—

—

(32,286)

—

(32,286)

—

(32,286)

Proceeds from DRIP Plan

59,340

1

889

—

—

—

—

890

—

890

Redemption of Class A Units

409,712

4

8,952

—

—

—

—

8,956

(10,241)

(1,285)

Equity offering costs

—

—

(69)

—

—

—

—

(69)

—

(69)

Common stock repurchased

—

—

—

1,925,421

(28,830)

—

—

(28,830)

—

(28,830)

Share-based compensation

1,516,152

15

22,390

—

—

—

—

22,405

—

22,405

Manager fees paid in stock

2,421,232

24

36,022

—

—

—

—

36,046

—

36,046

Net income

—

—

—

—

—

224,721

—

224,721

26,705

251,426

Dividends declared, $1.44 per share

—

—

—

—

—

(409,730)

—

(409,730)

—

(409,730)

Other comprehensive loss, net

—

—

—

—

—

—

(8,647)

(8,647)

—

(8,647)

VIE non-controlling interests

—

—

—

—

—

—

—

—

(2,177)

(2,177)

Contributions from non-controlling interests

—

—

—

—

—

—

—

—

9,657

9,657

Distributions to non-controlling interests

—

—

—

—

—

—

—

—

(88,721)

(88,721)

Balance, September 30, 2020

291,787,327

$
2,918

$
5,200,716

7,105,561

$
(133,024)

$
(599,014)

$
42,285

$
4,513,881

$
371,812

$
4,885,693

Balance, December 31, 2018

280,839,692

$
2,808

$
4,995,156

5,180,140

$
(104,194)

$
(348,998)

$
58,660

$
4,603,432

$
296,757

$
4,900,189

Proceeds from DRIP Plan

27,887

—

632

—

—

—

—

632

—

632

Redemption of Class A Units

974,176

10

21,060

—

—

—

—

21,070

(21,070)

—

Equity offering costs

—

—

(27)

—

—

—

—

(27)

—

(27)

Conversion of 2019 Convertible Notes

3,611,918

36

67,526

—

—

—

—

67,562

—

67,562

Share-based compensation

1,168,123

12

26,352

—

—

—

—

26,364

—

26,364

Manager fees paid in stock

495,363

5

10,972

—

—

—

—

10,977

—

10,977

Net income

—

—

—

—

—

337,795

—

337,795

21,160

358,955

Dividends declared, $1.44 per share

—

—

—

—

—

(406,326)

—

(406,326)

—

(406,326)

Other comprehensive loss, net

—

—

—

—

—

—

(6,283)

(6,283)

—

(6,283)

VIE non-controlling interests

—

—

—

—

—

—

—

—

(2,792)

(2,792)

Contributions from non-controlling interests

—

—

—

—

—

—

—

—

5,294

5,294

Distributions to non-controlling interests

—

—

—

—

—

—

—

—

(41,531)

(41,531)

Balance, September 30, 2019

287,117,159

$
2,871

$
5,121,671

5,180,140

$
(104,194)

$
(417,529)

$
52,377

$
4,655,196

$
257,818

$
4,913,014

See notes to condensed consolidated financial statements.

Table of Contents

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited, amounts in thousands)

For the Nine Months Ended

September 30,

2020

2019
Cash Flows from Operating Activities:

Net income

$
251,426

$
358,955
Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Amortization of deferred financing costs, premiums and discounts on secured borrowings

29,996

25,942
Amortization of discounts and deferred financing costs on unsecured senior notes

5,933

5,830
Accretion of net discount on investment securities

(9,362)

(10,338)
Accretion of net deferred loan fees and discounts

(30,468)

(24,193)
Share-based compensation

22,405

26,364
Manager fees paid in stock

36,046

10,977
Change in fair value of investment securities

(3,132)

(995)
Change in fair value of consolidated VIEs

41,008

(32,984)
Change in fair value of servicing rights

2,328

2,308
Change in fair value of loans

(79,700)

(65,678)
Change in fair value of derivatives

41,146

(16,043)
Foreign currency loss, net

1,861

17,134
Gain on sale of investments and other assets

(6,768)

(28,157)
Impairment charges on properties and related intangibles

—

1,392
Credit loss provision, net

55,284

3,242
Depreciation and amortization

70,626

86,172
(Earnings) loss from unconsolidated entities

(32,065)

31,636
Distributions of earnings from unconsolidated entities

2,334

9,730
Loss on extinguishment of debt

2,377

10,738
Origination and purchase of loans held-for-sale, net of principal collections

(1,725,341)

(2,549,697)
Proceeds from sale of loans held-for-sale

1,997,651

1,774,794
Changes in operating assets and liabilities:

Related-party payable, net

(18,829)

(19,557)
Accrued and capitalized interest receivable, less purchased interest

(121,923)

(71,906)
Other assets

3,007

(112,723)
Accounts payable, accrued expenses and other liabilities

(9,691)

(2,734)
Net cash provided by (used in) operating activities

526,149

(569,791)
Cash Flows from Investing Activities:

Origination and purchase of loans held-for-investment

(2,368,931)

(2,987,685)
Proceeds from principal collections on loans

1,357,445

2,312,992
Proceeds from loans sold

435,097

945,066
Purchase and funding of investment securities

(22,408)

(5,165)
Proceeds from sales of investment securities

7,940

3,978
Proceeds from principal collections on investment securities

67,957

118,892
Proceeds from sales of real estate

23,805

52,336
Purchases and additions to properties and other assets

(17,923)

(22,977)
Investment in unconsolidated entities

(3,133)

(8,365)
Proceeds from sale of interest in unconsolidated entities

10,313

—
Distribution of capital from unconsolidated entities

2,485

12,455
Payments for purchase or termination of derivatives

(76,270)

(36,360)
Proceeds from termination of derivatives

13,667

12,979
Net cash (used in) provided by investing activities

(569,956)

398,146


	For the Six Months Ended June 30,
	2021		2020
Cash Flows from Operating Activities:
Net income	$	248,910	$	86,692
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of deferred financing costs, premiums and discounts on secured borrowings	21,265		19,552
Amortization of discounts and deferred financing costs on unsecured senior notes	3,451		3,938
Accretion of net discount on investment securities	(6,773)		(6,123)
Accretion of net deferred loan fees and discounts	(29,739)		(20,840)
Share-based compensation	19,907		16,144
Manager fees paid in stock	14,048		36,046
Change in fair value of investment securities	(1,202)		(3,331)
Change in fair value of consolidated VIEs	19,024		62,175
Change in fair value of servicing rights	(503)		2,962
Change in fair value of loans	(36,389)		(18,316)
Change in fair value of derivatives	(26,289)		10,531
Foreign currency loss, net	9,054		27,313
Gain on sale of investments and other assets	(26,424)		(6,768)
Credit loss provision, net	(11,800)		58,871
Depreciation and amortization	45,134		47,137
Earnings from unconsolidated entities	(3,960)		(28,873)
Distributions of earnings from unconsolidated entities	1,082		888
Loss on extinguishment of debt	1,698		2,377
Origination and purchase of loans held-for-sale, net of principal collections	(1,284,620)		(740,649)
Proceeds from sale of loans held-for-sale	1,477,579		1,340,833
Changes in operating assets and liabilities:
Related-party payable, net	(12,739)		(19,984)
Accrued and capitalized interest receivable, less purchased interest	(81,392)		(80,702)
Other assets	(32,132)		(16,372)
Accounts payable, accrued expenses and other liabilities	(19,203)		(3,763)
Net cash provided by operating activities	287,987		769,738
Cash Flows from Investing Activities:
Origination, purchase and funding of loans held-for-investment	(4,002,046)		(1,666,903)
Proceeds from principal collections on loans	2,244,935		999,254
Proceeds from loans sold	231,993		435,097
Purchase and funding of investment securities	0		(16,120)
Proceeds from sales of investment securities	0		7,940
Proceeds from principal collections on investment securities	68,867		50,479
Proceeds from sales of real estate	60,969		23,805
Purchases and additions to properties and other assets	(12,023)		(13,914)
Investment in unconsolidated entities	0		(3,130)
Proceeds from sale of interest in unconsolidated entities	0		10,313
Distribution of capital from unconsolidated entities	21,263		206
Payments for purchase or termination of derivatives	(8,111)		(80,911)
Proceeds from termination of derivatives	28,419		13,128
Net cash used in investing activities	$	(1,365,734)	$	(240,756)

See notes to condensed consolidated financial statements.

Table of Contents

Starwood Property Trust, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Continued)

(Unaudited, amounts in thousands)

For the Nine Months Ended

September 30,

2020

2019
Cash Flows from Financing Activities:

Proceeds from borrowings

$
4,935,556

$
6,084,209
Principal repayments on and repurchases of borrowings

(4,221,999)

(5,549,756)
Payment of deferred financing costs

(17,978)

(45,403)
Proceeds from common stock issuances

511

632
Payment of equity offering costs

(69)

(27)
Payment of dividends

(408,893)

(402,519)
Contributions from non-controlling interests

9,657

5,294
Distributions to non-controlling interests

(90,006)

(41,531)
Purchase of treasury stock

(28,830)

—
Issuance of debt of consolidated VIEs

24,376

149,949
Repayment of debt of consolidated VIEs

(279,419)

(158,315)
Distributions of cash from consolidated VIEs

57,174

38,607
Net cash (used in) provided by financing activities

(19,920)

81,140
Net decrease in cash, cash equivalents and restricted cash

(63,727)

(90,505)
Cash, cash equivalents and restricted cash, beginning of period

574,031

487,865
Effect of exchange rate changes on cash

902

(2,702)
Cash, cash equivalents and restricted cash, end of period

$
511,206

$
394,658
Supplemental disclosure of cash flow information:

Cash paid for interest

$
284,855

$
367,291
Income taxes paid

2,261

8,848
Supplemental disclosure of non-cash investing and financing activities:

Dividends declared, but not yet paid

$
138,737

$
136,533
Consolidation of VIEs (VIE asset/liability additions)

3,589,657

6,103,915
Deconsolidation of VIEs (VIE asset/liability reductions)

7,652

341,186
Reclassification of loans held-for-investment to held-for-sale

449,025

—
Reclassification of loans held-for-sale to held-for-investment

104,327

340,948
Loan principal collections temporarily held at master servicer

9,911

—
Redemption of Class A Units for common stock

8,538

21,070
Unsettled common stock issuances

379

—
Settlement of 2019 Convertible Notes in shares

—

75,525
Settlement of loans transferred as secured borrowings

—

74,692
Net assets acquired through foreclosure

—

27,416
Lease liabilities arising from obtaining right-of-use assets

—

9,626
Net assets acquired from consolidated VIEs

—

8,613


	For the Six Months Ended June 30,
	2021		2020
Cash Flows from Financing Activities:
Proceeds from borrowings	$	6,793,363	$	3,686,932
Principal repayments on and repurchases of borrowings	(5,538,664)		(3,716,558)
Payment of deferred financing costs	(27,172)		(7,564)
Proceeds from common stock issuances	488		369
Payment of equity offering costs	(22)		(15)
Payment of dividends	(276,051)		(271,624)
Contributions from non-controlling interests	5,538		9,406
Distributions to non-controlling interests	(17,977)		(76,514)
Purchase of treasury stock	0		(28,830)
Issuance of debt of consolidated VIEs	42,288		24,376
Repayment of debt of consolidated VIEs	(306,496)		(236,336)
Distributions of cash from consolidated VIEs	42,546		36,989
Net cash provided by (used in) financing activities	717,841		(579,369)
Net decrease in cash, cash equivalents and restricted cash	(359,906)		(50,387)
Cash, cash equivalents and restricted cash, beginning of period	722,162		574,031
Effect of exchange rate changes on cash	(1,680)		487
Cash, cash equivalents and restricted cash, end of period	$	360,576	$	524,131
Supplemental disclosure of cash flow information:
Cash paid for interest	$	183,016	$	202,648
Income taxes paid	6,871		657
Supplemental disclosure of non-cash investing and financing activities:
Dividends declared, but not yet paid	$	139,985	$	137,242
Consolidation of VIEs (VIE asset/liability additions)	2,778,279		3,077,357
Reclassification of loans held-for-investment to loans held-for-sale	190,799		422,691
Reclassification of loans held-for-sale to loans held-for-investment	124,933		0
Transfer of loans from VIE assets residential loans upon redemption of a consolidated RMBS trust	172,474		0
Loan principal collections temporarily held at master servicer	56,064		12,274
Net assets acquired through conversion to equity interest and foreclosure	36,308		0
Redemption of Class A Units for common stock	8,116		8,538

See notes to condensed consolidated financial statements.

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Starwood Property Trust, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

As of ~~September~~June 30, ~~2020~~

2021

(Unaudited)

1. Business and ~~Organizatio~~n

Organization

Starwood Property Trust, Inc. (“STWD” and, together with its subsidiaries, “we” or the “Company”) is a Maryland corporation that commenced operations in August 2009, upon the completion of our initial public offering. We are focused primarily on originating, acquiring, financing and managing mortgage loans and other real estate investments in both the United States (“U.S.”) and Europe. As market conditions change over time, we may adjust our strategy to take advantage of changes in interest rates and credit spreads as well as economic and credit conditions.

We have 4 reportable business segments as of ~~September~~June 30, ~~2020~~2021 and we refer to the investments within these segments as our target assets:

•

●

Real estate commercial and residential lending (the “Commercial and Residential Lending Segment”)—engages primarily in originating, acquiring, financing and managing commercial first mortgages, non-agency residential mortgages (“residential loans”), subordinated mortgages, mezzanine loans, preferred equity, commercial mortgage-backed securities (“CMBS”), residential mortgage-backed securities (“RMBS”) and other real estate and real estate-related debt investments in both the U.S. and Europe (including distressed or non-performing loans). Our residential mortgage loans are secured by a first mortgage lien on residential property and consist of non-agency residential mortgage loans that are not guaranteed by any U.S. Government agency or federally chartered corporation.

Real estate commercial and residential lending (the “Commercial and Residential Lending Segment”)—engages primarily in originating, acquiring, financing and managing commercial first mortgages, non-agency residential mortgages (“residential loans”), subordinated mortgages, mezzanine loans, preferred equity, commercial mortgage-backed securities (“CMBS”), residential mortgage-backed securities (“RMBS”) and other real estate and real estate-related debt investments in both the U.S. and Europe (including distressed or non-performing loans). Our residential loans are secured by a first mortgage lien on residential property and consist of non-agency residential loans that are not guaranteed by any U.S. Government agency or federally chartered corporation.

●

~~Infrastructure lending (the “Infrastructure Lending Segment”)—engages primarily in originating, acquiring, financing and managing infrastructure debt investments.~~

•

●

Real estate property (the “Property Segment”)—engages primarily in acquiring and managing equity interests in stabilized commercial real estate properties, including multifamily properties and commercial properties subject to net leases, that are held for investment.

Infrastructure lending (the “Infrastructure Lending Segment”)—engages primarily in originating, acquiring, financing and managing infrastructure debt investments.

●

Real estate investing and servicing (the “Investing and Servicing Segment”)—includes (i) a servicing business in the U.S. that manages and works out problem assets, (ii) an investment business that selectively acquires and manages unrated, investment grade and non-investment grade rated CMBS, including subordinated interests of securitization and resecuritization transactions, (iii) a mortgage loan business which originates conduit loans for the primary purpose of selling these loans into securitization transactions and (iv) an investment business that selectively acquires commercial real estate assets, including properties acquired from CMBS trusts.

•

•Real estate investing and servicing (the “Investing and Servicing Segment”)—includes (i) a servicing business in the U.S. that manages and works out problem assets, (ii) an investment business that selectively acquires and manages unrated, investment grade and non-investment grade rated CMBS, including subordinated interests of securitization and resecuritization transactions, (iii) a mortgage loan business which originates conduit loans for the primary purpose of selling these loans into securitization transactions and (iv) an investment business that selectively acquires commercial real estate assets, including properties acquired from CMBS trusts.

Our segments exclude the consolidation of securitization variable interest entities (“VIEs”).

We are organized and conduct our operations to qualify as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”). As such, we will generally not be subject to U.S. federal corporate income tax on that portion of our net income that is distributed to stockholders if we distribute at least 90% of our taxable income to our stockholders by prescribed dates and comply with various other requirements.

We are organized as a holding company and conduct our business primarily through our various wholly-owned subsidiaries. We are externally managed and advised by SPT Management, LLC (our “Manager”) pursuant to the terms of a management agreement. Our Manager is controlled by Barry Sternlicht, our Chairman and Chief Executive Officer. Our Manager is an affiliate of Starwood Capital Group, a privately-held private equity firm founded by Mr. Sternlicht.

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2. Summary of Significant Accounting Policies

Balance Sheet Presentation of Securitization Variable Interest Entities

We operate investment businesses that acquire unrated, investment grade and non-investment grade rated CMBS and RMBS. These securities represent interests in securitization structures (commonly referred to as special purpose entities, or “SPEs”). These SPEs are structured as pass through entities that receive principal and interest on the underlying collateral and distribute those payments to the certificate holders. Under accounting principles generally accepted in the United States of America (“GAAP”), SPEs typically qualify as VIEs. These are entities that, by design, either (1) lack sufficient equity to permit the entity to finance its activities without additional subordinated financial support from other parties, or (2) have equity investors that do not have the ability to make significant decisions relating to the entity’s operations through voting rights, or do not have the obligation to absorb the expected losses, or do not have the right to receive the residual returns of the entity.

Because we often serve as the special servicer or servicing administrator of the trusts in which we invest, or we have the ability to remove and replace the special servicer without cause, consolidation of these structures is required pursuant to GAAP as outlined in detail below. This results in a consolidated balance sheet which presents the gross assets and liabilities of the VIEs. The assets and other instruments held by these VIEs are restricted and can only be used to fulfill the obligations of the entity. Additionally, the obligations of the VIEs do not have any recourse to the general credit of any other consolidated entities, nor to us as the consolidator of these VIEs.

The VIE liabilities initially represent investment securities on our balance sheet (pre-consolidation). Upon consolidation of these VIEs, our associated investment securities are eliminated, as is the interest income related to those securities. Similarly, the fees we earn in our roles as special servicer of the bonds issued by the consolidated VIEs or as collateral administrator of the consolidated VIEs are also eliminated. Finally, ~~an allocable~~a portion of the identified servicing intangible associated with the eliminated fee streams is eliminated in consolidation.

Refer to the segment data in Note 22 for a presentation of our business segments without consolidation of these VIEs.

Basis of Accounting and Principles of Consolidation

The accompanying condensed consolidated financial statements include our accounts and those of our consolidated subsidiaries and VIEs. Intercompany amounts have been eliminated in consolidation. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows have been included.

These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019~~2020 (our “Form 10-K”), as filed with the Securities and Exchange Commission (“SEC”). The results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 are not necessarily indicative of the operating results for the full year.

Refer to our Form 10-K for a description of our recurring accounting policies. We have included disclosure in this Note 2 regarding principles of consolidation and other accounting policies that (i) are required to be disclosed quarterly, (ii) we view as critical, (iii) became significant since December 31, ~~2019~~2020 due to a corporate action or increase in the significance of the underlying business activity or (iv) changed upon adoption of an Accounting Standards Update (“ASU”) issued by the Financial Accounting Standards Board (“FASB”).

Variable Interest Entities

In addition to the securitization VIEs, we have financed ~~a pool~~pools of our loans through a collateralized loan ~~obligation~~obligations (“~~CLO”~~CLOs”) which isare considered ~~a VIE.~~VIEs. We also hold interests in certain other entities which are considered VIEs as the limited partners of those entities with equity at risk do not collectively possess (i) the right to remove the general partner or dissolve the partnership without cause or (ii) the right to participate in significant decisions made by the partnership.

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We evaluate all of our interests in VIEs for consolidation. When our interests are determined to be variable interests, we assess whether we are deemed to be the primary beneficiary of the VIE. The primary beneficiary of a VIE is required to consolidate the VIE. Accounting Standards Codification (“ASC”) 810, Consolidation, defines the primary beneficiary as the party that has both (i) the power to direct the activities of the VIE that most significantly impact its economic performance, and (ii) the obligation to absorb losses and the right to receive benefits from the VIE which could be potentially significant. We consider our variable interests as well as any variable interests of our related parties in making this determination. Where both

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of these factors are present, we are deemed to be the primary beneficiary and we consolidate the VIE. Where either one of these factors is not present, we are not the primary beneficiary and do not consolidate the VIE.

To assess whether we have the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, we consider all facts and circumstances, including our role in establishing the VIE and our ongoing rights and responsibilities. This assessment includes: (i) identifying the activities that most significantly impact the VIE’s economic performance; and (ii) identifying which party, if any, has power over those activities. In general, the parties that make the most significant decisions affecting the VIE or have the right to unilaterally remove those decision makers are deemed to have the power to direct the activities of a VIE. The right to remove the decision maker in a VIE must be exercisable without cause for the decision maker to not be deemed the party that has the power to direct the activities of a VIE.

To assess whether we have the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE, we consider all of our economic interests, including debt and equity investments, servicing fees and other arrangements deemed to be variable interests in the VIE. This assessment requires that we apply judgment in determining whether these interests, in the aggregate, are considered potentially significant to the VIE. Factors considered in assessing significance include: the design of the VIE, including its capitalization structure; subordination of interests; payment priority; relative share of interests held across various classes within the VIE’s capital structure; and the reasons why the interests are held by us.

Our purchased investment securities include unrated and non-investment grade rated securities issued by securitization trusts. In certain cases, we may contract to provide special servicing activities for these trusts, or, as holder of the controlling class, we may have the right to name and remove the special servicer for these trusts. In our role as special servicer, we provide services on defaulted loans within the trusts, such as foreclosure or work-out procedures, as permitted by the underlying contractual agreements. In exchange for these services, we receive a fee. These rights give us the ability to direct activities that could significantly impact the trust’s economic performance. However, in those instances where an unrelated third party has the right to unilaterally remove us as special servicer without cause, we do not have the power to direct activities that most significantly impact the trust’s economic performance. We evaluated all of our positions in such investments for consolidation.

For securitization VIEs in which we are determined to be the primary beneficiary, all of the underlying assets, liabilities and equity of the structures are recorded on our books, and the initial investment, along with any associated unrealized holding gains and losses, are eliminated in consolidation. Similarly, the interest income earned from these structures, as well as the fees paid by these trusts to us in our capacity as special servicer, are eliminated in consolidation. Further, ~~an allocable~~a portion of the identified servicing intangible asset associated with the servicing fee streams, and the corresponding ~~allocable~~ amortization or change in fair value of the servicing intangible asset, are also eliminated in consolidation.

We perform ongoing reassessments of: (i) whether any entities previously evaluated under the majority voting interest framework have become VIEs, based on certain events, and therefore subject to the VIE consolidation framework, and (ii) whether changes in the facts and circumstances regarding our involvement with a VIE causes our consolidation conclusion regarding the VIE to change.

We elect the fair value option for initial and subsequent recognition of the assets and liabilities of our consolidated securitization VIEs. Interest income and interest expense associated with these VIEs are no longer relevant on a standalone basis because these amounts are already reflected in the fair value changes. We have elected to present these items in a single line on our condensed consolidated statements of operations. The residual difference shown on our condensed consolidated statements of operations in the line item “Change in net assets related to consolidated VIEs” represents our beneficial interest in the VIEs.

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We separately present the assets and liabilities of our consolidated securitization VIEs as individual line items on our condensed consolidated balance sheets. The liabilities of our consolidated securitization VIEs consist solely of obligations to the bondholders of the related trusts, and are thus presented as a single line item entitled “VIE liabilities.” The assets of our consolidated securitization VIEs consist principally of loans, but at times, also include foreclosed loans which have been temporarily converted into real estate owned (“REO”). These assets in the aggregate are likewise presented as a single line item entitled “VIE assets.”

Loans comprise the vast majority of our securitization VIE assets and are carried at fair value due to the election of the fair value option. When an asset becomes REO, it is due to non-performance of the loan. Because the loan is already at fair value, the carrying value of an REO asset is also initially at fair value. Furthermore, when we consolidate a trust, any existing REO would be consolidated at fair value. Once an asset becomes REO, its disposition time is relatively short. As a result, the carrying value of an REO generally approximates fair value under GAAP.

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In addition to sharing a similar measurement method as the loans in a trust, the securitization VIE assets as a whole can only be used to settle the obligations of the consolidated VIE. The assets of our securitization VIEs are not individually accessible by the bondholders, which creates inherent limitations from a valuation perspective. Also creating limitations from a valuation perspective is our role as special servicer, which provides us very limited visibility, if any, into the performing loans of a trust.

REO assets generally represent a very small percentage of the overall asset pool of a trust. In new issue trusts there are no REO assets. We estimate that REO assets constitute approximately 1%2% of our consolidated securitization VIE assets, with the remaining ~~99%~~98% representing loans. However, it is important to note that the fair value of our securitization VIE assets is determined by reference to our securitization VIE liabilities as permitted under ASU 2014-13, Consolidation (Topic 810): Measuring the Financial Assets and the Financial Liabilities of a Consolidated Collateralized Financing Entity. In other words, our VIE liabilities are more reliably measurable than the VIE assets, resulting in our current measurement methodology which utilizes this value to determine the fair value of our securitization VIE assets as a whole. As a result, these percentages are not necessarily indicative of the relative fair values of each of these asset categories if the assets were to be valued individually.

Due to our accounting policy election under ASU 2014-13, separately presenting two different asset categories would result in an arbitrary assignment of value to each, with one asset category representing a residual amount, as opposed to its fair value. However, as a pool, the fair value of the assets in total is equal to the fair value of the liabilities.

For these reasons, the assets of our securitization VIEs are presented in the aggregate.

Fair Value Option

The guidance in ASC 825, Financial Instruments, provides a fair value option election that allows entities to make an irrevocable election of fair value as the initial and subsequent measurement attribute for certain eligible financial assets and liabilities. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. The decision to elect the fair value option is determined on an instrument by instrument basis and must be applied to an entire instrument and is irrevocable once elected. Assets and liabilities measured at fair value pursuant to this guidance are required to be reported separately in our consolidated balance sheets from those instruments using another accounting method.

We have elected the fair value option for certain eligible financial assets and liabilities of our consolidated securitization VIEs, residential loans held-for-investment, loans held-for-sale originated or acquired for future securitization and purchased CMBS issued by VIEs we could consolidate in the future. The fair value elections for VIE and securitization related items were made in order to mitigate accounting mismatches between the carrying value of the instruments and the related assets and liabilities that we consolidate at fair value. The fair value elections for residential ~~mortgage~~ loans held-for-investment were made in order to maintain consistency across all our residential ~~mortgage~~ loans. The fair value elections for mortgage loans held-for-sale were made due to the expected short-term holding period of these instruments.

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Fair Value Measurements

We measure our mortgage-backed securities, derivative assets and liabilities, domestic servicing rights intangible asset and any assets or liabilities where we have elected the fair value option at fair value. When actively quoted observable prices are not available, we either use implied pricing from similar assets and liabilities or valuation models based on net present values of estimated future cash flows, adjusted as appropriate for liquidity, credit, market and/or other risk factors.

As discussed above, we measure the assets and liabilities of consolidated securitization VIEs at fair value pursuant to our election of the fair value option. The securitization VIEs in which we invest are “static”; that is, 0 reinvestment is permitted, and there is no active management of the underlying assets. In determining the fair value of the assets and liabilities of the securitization VIEs, we maximize the use of observable inputs over unobservable inputs. Refer to Note 19 for further discussion regarding our fair value measurements.

Loans Held-for-Investment

Loans that are held for investment (“HFI”) are carried at cost, net of unamortized acquisition premiums or discounts, loan fees and origination costs, as applicable, and net of credit loss allowances as discussed below, unless the loans are credit deteriorated or we have elected to apply the fair value option at purchase.

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Loans Held-For-Sale

Our loans that we intend to sell or liquidate in the short-term are classified as held-for-sale and are carried at the lower of amortized cost or fair value, unless we have elected to apply the fair value option at origination or purchase.

Investment Securities

We designate our debt investment securities as held-to-maturity (“HTM”), available-for-sale (“AFS”), or trading depending on our investment strategy and ability to hold such securities to maturity. HTM debt securities where we have not elected to apply the fair value option are stated at cost plus any premiums or discounts, which are amortized or accreted through the condensed consolidated statements of operations using the effective interest method. Debt securities we (i) do not hold for the purpose of selling in the near-term, or (ii) may dispose of prior to maturity, are classified as AFS and are carried at fair value in the accompanying financial statements. Unrealized gains or losses on AFS debt securities where we have not elected the fair value option are reported as a component of accumulated other comprehensive income (“AOCI”) in stockholders’ equity. Our HTM and AFS debt securities are also subject to credit loss allowances as discussed below.

Our only equity investment security is carried at fair value, with unrealized holding gains and losses recorded in earnings.

Credit Losses

Loans and Debt Securities Measured at Amortized Cost

ASC 326, Financial Instruments – Credit Losses, became effective for the Company on January 1, 2020. ASC 326 mandates the use of a current expected credit loss model (“CECL”) for estimating future credit losses of certain financial instruments measured at amortized cost, instead of the “incurred loss” credit model previously required under GAAP. The CECL model requires the consideration of possible credit losses over the life of an instrument as opposed to only estimating credit losses upon the occurrence of a discrete loss event under the previous “incurred loss” methodology. The CECL model applies to our HFI loans ~~held-for-investment (“HFI”)~~ and our ~~held-to-maturity (“HTM”)~~HTM debt securities which are carried at amortized cost, including future funding commitments and accrued interest receivable related to those loans and securities. However, as permitted by ASC 326, we have elected not to measure an allowance for credit losses on accrued interest receivable (which is classified separately on our condensed consolidated balance sheet), but rather write off in a timely manner by reversing interest income and/or cease accruing interest that would likely be uncollectible. Our adoption of the CECL model resulted in a ~~$32.3~~$32.3 million increase to our total allowance for credit losses, which was recognized as a cumulative-effect adjustment to accumulated deficit as of January 1, 2020.

We also evaluate each loan and security measured at amortized cost for credit deterioration at least quarterly. Credit deterioration occurs when it is deemed probable that we will not be able to collect all amounts due according to the contractual terms of the loan or security. If a loan or security is considered to be credit deteriorated, we depart from the industry loss rate approach described above and determine the credit loss allowance as any excess of the amortized cost basis of the loan or security over (i) the present value of expected future cash flows discounted at the contractual effective interest rate or (ii) the fair value of the collateral, if repayment is expected solely from the collateral.

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Available-for-Sale Debt Securities

Separate provisions of ASC 326 apply to our ~~available-for-sale (“AFS”)~~AFS debt securities, which are carried at fair value with unrealized gains and losses reported as a component of ~~accumulated other comprehensive income (“AOCI”).~~AOCI. We are required to establish an initial credit loss allowance for those securities that are purchased with credit deterioration (“PCD”) by grossing up the amortized cost basis of each security and providing an offsetting credit loss allowance for the difference between expected cash flows and contractual cash flows, both on a present value basis. As of the January 1, 2020 effective date, no such credit loss allowance gross-up was required on our AFS debt securities with PCD due to their individual unrealized gain positions as of that date.

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Subsequently, cumulative adverse changes in expected cash flows on our AFS debt securities are recognized currently as an increase to the allowance for credit losses. However, the allowance is limited to the amount by which the AFS debt security’s amortized cost exceeds its fair value. Favorable changes in expected cash flows are first recognized as a decrease to the allowance for credit losses (recognized currently in earnings). Such changes would be recognized as a prospective yield adjustment only when the allowance for credit losses is reduced to zero. A change in expected cash flows that is attributable solely to a change in a variable interest reference rate does not result in a credit loss and is accounted for as a prospective yield adjustment.

Convertible Senior Notes

~~Goodwill~~

Effective January 1, 2021, the Company early adopted ASU ~~2017-04,~~ ~~Goodwill~~2020-06, Debt—Debt with Conversion and Other ~~(Topic 350) – Simplifying~~Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40), which removes certain separation models for convertible debt instruments and convertible preferred stock that require the ~~Test~~separation into a debt component and an equity or derivative component. Consequently, our convertible senior notes (the “Convertible Notes”), which were previously accounted for ~~Goodwill Impairment, became effective~~as having separate liability and equity components, are now accounted for as a single liability measured at amortized cost. The standard was adopted using the ~~Company on~~modified restrospective method of transition, which resulted in a cumulative decrease to additional paid-in capital of $3.7 million, partially offset by a cumulative decrease to accumulated deficit of $2.2 million as of January 1, 2020. This ASU specifies that goodwill impairment be measured as the excess of the reporting unit’s carrying value (inclusive of goodwill) over its fair value, eliminating the requirement that all assets and liabilities of the reporting unit be remeasured individually in connection with measurement of goodwill impairment.

2021.

Revenue Recognition

Interest Income

Interest income on performing loans and financial instruments is accrued based on the outstanding principal amount and contractual terms of the instrument. For loans where we do not elect the fair value option, origination fees and direct loan origination costs are also recognized in interest income over the loan term as a yield adjustment using the effective interest method. When we elect the fair value option, origination fees and direct loan costs are recorded directly in income and are not deferred. Discounts or premiums associated with the purchase of non-performing loans and investment securities are amortized or accreted into interest income as a yield adjustment on the effective interest method, based on expected cash flows through the expected maturity date of the investment. On at least a quarterly basis, we review and, if appropriate, make adjustments to our cash flow projections.

We cease accruing interest on non-performing loans at the earlier of (i) the loan becoming significantly past due or (ii) management concluding that a full recovery of all interest and principal is doubtful. Interest income on non-accrual loans in which management expects a full recovery of the loan’s outstanding principal balance is only recognized when received in cash. If a full recovery of principal is doubtful, the cost recovery method is applied whereby any cash received is applied to the outstanding principal balance of the loan. A non-accrual loan is returned to accrual status at such time as the loan becomes contractually current and management believes all future principal and interest will be received according to the contractual loan terms.

For loans acquired with deteriorated credit quality, interest income is only recognized to the extent that our estimate of undiscounted expected principal and interest exceeds our investment in the loan. Such excess, if any, is recognized as interest income on a level-yield basis over the life of the loan.

Upon the sale of loans or securities which are not accounted for pursuant to the fair value option, the excess (or deficiency) of net proceeds over the net carrying value of such loans or securities is recognized as a realized gain (loss).

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Servicing Fees

We typically seek to be the special servicer on CMBS transactions in which we invest. When we are appointed to serve in this capacity, we earn special servicing fees from the related activities performed, which consist primarily of overseeing the workout of under-performing and non-performing loans underlying the CMBS transactions. These fees are recognized in income in the period in which the services are performed and the revenue recognition criteria have been met.

Rental Income

Rental income is recognized when earned from tenants. For leases that provide rent concessions or fixed escalations over the lease term, rental income is recognized on a straight-line basis over the noncancelable term of the lease. In net lease arrangements, costs reimbursable from tenants are recognized in rental income in the period in which the related expenses are

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incurred as we are generally the primary obligor with respect to purchasing goods and services for property operations. In instances where the tenant is responsible for property maintenance and repairs and contracts and settles such costs directly with third party service providers, we do not reflect those expenses in our consolidated statement of operations as the tenant is the primary obligor.

Earnings Per Share

We present both basic and diluted earnings per share (“EPS”) amounts in our financial statements. Basic EPS excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted EPS reflects the maximum potential dilution that could occur from (i) our share-based compensation, consisting of unvested restricted stock (“RSAs”) and restricted stock units (“RSUs”), (ii) shares contingently issuable to our Manager, (iii) the conversion options associated with our ~~outstanding convertible senior notes (the “Convertible Notes”)~~Convertible Notes (see Notes 10 and 17) and (iv) non-controlling interests that are redeemable with our common stock (see Note 16). Potential dilutive shares are excluded from the calculation if they have an anti-dilutive effect in the period.

Nearly all of the Company’s unvested RSUs and RSAs contain rights to receive non-forfeitable dividends and thus are participating securities. In addition, the non-controlling interests that are redeemable with our common stock are considered participating securities because they earn a preferred return indexed to the dividend rate on our common stock (see Note 16). Due to the existence of these participating securities, the two-class method of computing EPS is required, unless another method is determined to be more dilutive. Under the two-class method, undistributed earnings are reallocated between shares of common stock and participating securities. For the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, the two-class method resulted in the most dilutive EPS calculation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting periods. The most significant and subjective estimate that we make is the projection of cash flows we expect to receive on our investments, which has a significant impact on the amount of income that we record and/or disclose. In addition, the fair value of financial assets and liabilities that are estimated using a discounted cash flows method is significantly impacted by the rates at which we estimate market participants would discount the expected cash flows.

In December 2019, a novel strain of coronavirus (“COVID-19”) was reported to have surfaced in Wuhan, China. COVID-19 has since spread to over 200 countries and territories, including every state in the U.S and in cities and regions where our corporate headquarters and/or properties that secure our investments, or properties that we own, are located, and is continuing to spread. On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and since then, numerous countries, including the U.S., have declared national emergencies with respect to COVID-19 and have instituted “stay-at-home” guidelines or orders to help prevent its spread. Such actions are creating disruption in global supply chains, increasing rates of unemployment and adversely impacting many industries. The outbreak could have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19 on economic and market conditions. We believe the estimates and assumptions underlying

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our consolidated financial statements are reasonable and supportable based on the information available as of ~~September~~June 30, ~~2020.~~2021. However, uncertainty over the ultimate impact COVID-19 will have on the global economy generally, and our business in particular, makes any estimates and assumptions as of ~~September~~June 30, ~~2020~~2021 inherently less certain than they would be absent the current and potential impacts of COVID-19. Actual results may ultimately differ from those estimates.

Recent Accounting Developments

On March 12, 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) – Facilitation of the Effects of Reference Rate Reform on Financial Reporting, and on January 11, 2021, issued ASU 2021-01, Reference Rate Reform (Topic 848) – Scope, both of which ~~provides~~provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions that reference LIBOR or other reference rates expected to be discontinued because of reference rate reform. ~~This ASU is~~These ASUs are effective ~~as of March 12, 2020~~ through December 31, 2022. The Company has not adopted any of the optional expedients or exceptions through ~~September~~June 30, ~~2020,~~2021, but will continue to evaluate the possible adoption of any such expedients or exceptions during the effective period as circumstances evolve.

~~On August 5, 2020, the FASB issued ASU 2020-06,~~ ~~Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40),~~ ~~which~~

removes certain separation models for convertible debt instruments and convertible preferred stock that require the separation into a debt component and an equity or derivative component. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives and the convertible instruments are not issued with substantial premiums accounted for as paid-in capital. By removing those separation models, the interest rate

Table of convertible debt instruments typically will be closer to the coupon interest rate. ASU 2020-06 also revises the derivative scope exception for contracts in an entity’s own equity and improves the consistency of EPS calculations. This ASU is effective for larger public business entities’ annual periods, and interim periods therein, beginning after December 15, 2021. Early application is permitted for fiscal years beginning after December 15, 2020. We expect to early adopt this ASU effective January 1, 2021 through the modified retrospective method of transition, resulting in a cumulative adjustment to our beginning accumulated deficit as of that date related to our outstanding Convertible Notes. We do not expect the application of this ASU, including the cumulative adjustment upon adoption, to materially impact our consolidated financial statements.Contents

3. Acquisitionsand Divestitures

During the ~~nine~~three and six months ended ~~September~~June 30, ~~2020, we had no significant acquisitions of properties or businesses.~~

~~Investing and Servicing Segment Property Portfolio~~

~~During the nine months ended September 30, 2020,~~2021, we sold a property within the Investing and Servicing Segment Property Portfolio ("REIS Equity Portfolio") for $30.9 million. In connection with this sale, we recognized a gain of $9.7 million within gain on sale of investments and other assets in our condensed consolidated statements of operations. During the three and six months ended June 30, 2020, we sold a property within the REIS Equity Portfolio for $24.1 million. In connection with this sale, we recognized a gain of $7.4 million within gain on sale of investments and other assets in our condensed consolidated ~~statement~~statements of operations. ~~There were no significant sales of properties during~~

During the ~~three~~six months ended ~~September~~June 30, ~~2020.~~

~~During the three and nine months ended September 30, 2019,~~2021, we sold aan operating property within the ~~Investing~~Commercial and ~~Servicing~~Residential Lending Segment relating to a grocery distribution facility located in Montgomery, Alabama that was previously acquired in March 2019 through foreclosure of a loan with a carrying value of $9.0 million ($20.9 million unpaid principal balance net of an $8.3 million allowance and $3.6 million of unamortized discount) at the foreclosure date. The operating property was sold for ~~$51.5 million. In connection with this sale,~~$30.6 million and we recognized a gain of ~~$20.7~~$17.7 million within gain on sale of investments and other assets in our condensed consolidated statements of ~~operations,~~operations.

During the three and six months ended June 30, 2021 and 2020, we had no significant acquisitions of ~~which $4.0 million was attributable to non-controlling interests.~~

properties or businesses.

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4. Loans

Our loans held-for-investment are accounted for at amortized cost and our loans held-for-sale are accounted for at the lower of cost or fair value, unless we have elected the fair value option for either. The following tables summarize our investments in mortgages and loans as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 (dollars in thousands):

Weighted

Weighted

Average Life

Carrying

Face

Average

(“WAL”)
September 30, 2020

Value

Amount

Coupon (1)

(years)(2)
Loans held-for-investment:

Commercial loans:

First mortgages (3)

$
8,525,273

$
8,548,916

5.3
%
1.6
Subordinated mortgages (4)

69,835

70,979

8.8
%
3.0
Mezzanine loans (3)

588,116

587,223

10.3
%
1.6
Other

30,548

34,043

8.9
%
2.0
Total commercial loans

9,213,772

9,241,161

Infrastructure first priority loans (6)

1,558,220

1,578,030

4.2
%
4.3
Residential mortgage loans, fair value option (5)

256,407

249,323

6.2
%
3.4
Total loans held-for-investment

11,028,399

11,068,514

Loans held-for-sale:

Residential, fair value option (5)

747,654

742,106

6.0
%
3.4
Commercial, fair value option

265,019

266,370

4.1
%
10.0
Total loans held-for-sale

1,012,673

1,008,476

Total gross loans

12,041,072

$
12,076,990

Credit loss allowances:

Commercial loans held-for-investment

(95,595)

Infrastructure loans held-for-investment

(14,152)

Total allowances

(109,747)

Total net loans

$
11,931,325

December 31, 2019

Loans held-for-investment:

Commercial loans:

First mortgages (3)

$
7,928,026

$
7,962,788

5.8
%
2.0
Subordinated mortgages (4)

75,724

77,055

8.8
%
3.4
Mezzanine loans (3)

484,164

484,408

11.0
%
1.9
Other

62,555

66,525

8.2
%
1.6
Total commercial loans

8,550,469

8,590,776

Infrastructure first priority loans

1,397,448

1,416,164

5.6
%
4.9
Residential mortgage loans, fair value option

671,572

654,925

6.1
%
3.8
Total loans held-for-investment

10,619,489

10,661,865

Loans held-for-sale:

Residential, fair value option

605,384

587,144

6.2
%
3.9
Commercial, fair value option

159,238

160,635

3.9
%
10.0
Infrastructure, lower of cost or fair value

119,724

121,271

3.3
%
2.1
Total loans held-for-sale

884,346

869,050

Total gross loans

11,503,835

$
11,530,915

Credit loss allowances:

Commercial loans held-for-investment

(33,415)

Infrastructure loans held-for-investment

—

Total held-for-investment allowances

(33,415)

Infrastructure loans held-for-sale with a fair value allowance

(196)

Total allowances

(33,611)

Total net loans

$
11,470,224

~~(1)~~

~~Calculated using LIBOR or other applicable index rates as of September 30, 2020 and December 31, 2019 for variable rate loans.~~


June 30, 2021	Carrying Value		Face Amount		Weighted Average Coupon (1)		Weighted Average Life (“WAL”) (years)(2)
Loans held-for-investment:
Commercial loans:
First mortgages (3)	$	10,417,834	$	10,473,818	5.1	%	1.7
Subordinated mortgages (4)	64,233		65,901		9.2	%	3.0
Mezzanine loans (3)	476,759		473,881		9.6	%	1.5
Other	17,947		19,863		8.2	%	2.5
Total commercial loans	10,976,773		11,033,463
Infrastructure first priority loans (5)	1,703,718		1,725,467		4.3	%	4.0
Residential loans, fair value option (6)	142,706		140,314		6.3	%	N/A	(7)
Total loans held-for-investment	12,823,197		12,899,244
Loans held-for-sale:
Residential, fair value option (6)	494,113		478,776		4.8	%	N/A	(7)
Commercial, fair value option	381,689		368,819		3.9	%	7.1
Infrastructure, lower of cost or fair value (5)	85,875		86,079		2.8	%	2.2
Total loans held-for-sale	961,677		933,674
Total gross loans	13,784,874		$	13,832,918
Credit loss allowances:
Commercial loans held-for-investment	(50,216)
Infrastructure loans held-for-investment	(9,609)
Total allowances	(59,825)
Total net loans	$	13,725,049

December 31, 2020
Loans held-for-investment:
Commercial loans:
First mortgages (3)	$	8,931,772	$	8,978,373	5.3	%	1.5
Subordinated mortgages (4)	71,185		72,257		8.8	%	2.8
Mezzanine loans (3)	620,319		619,352		10.1	%	1.6
Other	30,284		33,626		8.9	%	1.8
Total commercial loans	9,653,560		9,703,608
Infrastructure first priority loans	1,420,273		1,439,940		4.4	%	4.3
Residential loans, fair value option	90,684		86,796		6.0	%	N/A	(7)
Total loans held-for-investment	11,164,517		11,230,344
Loans held-for-sale:
Residential, fair value option	841,963		820,807		6.0	%	N/A	(7)
Commercial, fair value option	90,332		90,789		3.9	%	10.0
Infrastructure, lower of cost or fair value	120,540		120,900		3.1	%	3.2
Total loans held-for-sale	1,052,835		1,032,496
Total gross loans	12,217,352		$	12,262,840
Credit loss allowances:
Commercial loans held-for-investment	(69,611)
Infrastructure loans held-for-investment	(7,833)
Total allowances	(77,444)
Total net loans	$	12,139,908

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(1)

Calculated using LIBOR or other applicable index rates as of June 30, 2021 and December 31, 2020 for variable rate loans.

(2)

~~(2)~~

Represents the WAL of each respective group of loans as of the respective balance sheet date. The WAL of each individual loan is calculated using amounts and timing of future principal payments, as projected at origination or acquisition.

~~(3)~~

First mortgages include first mortgage loans and any contiguous mezzanine loan components because as a whole, the expected credit quality of these loans is more similar to that of a first mortgage loan. The application of this methodology resulted in mezzanine loans with carrying values of $896.8 million and $967.0 million being classified as first mortgages as of September 30, 2020 and December 31, 2019, respectively.

(3)

~~(4)~~

Subordinated mortgages include B-Notes and junior participation in first mortgages where we do not own the senior A-Note or senior participation. If we own both the A-Note and B-Note, we categorize the loan as a first mortgage loan.

First mortgages include first mortgage loans and any contiguous mezzanine loan components because as a whole, the expected credit quality of these loans is more similar to that of a first mortgage loan. The application of this methodology resulted in mezzanine loans with carrying values of $1.1 billion and $877.3 million being classified as first mortgages as of June 30, 2021 and December 31, 2020, respectively.

~~(5)~~

~~During the nine months ended September 30, 2020, $422.7 million of residential loans held-for-investment were reclassified into loans held-for-sale.~~

(4)

~~(6)~~

During the nine months ended September 30, 2020, $104.3 million of infrastructure loans held-for-sale were reclassified into loans held-for-investment and $26.3 million of infrastructure loans held-for-investment were reclassified into loans held-for-sale.

(5)

During the six months ended June 30, 2021, $30.7 million of infrastructure loans held-for-sale were reclassified into loans held-for-investment.

(6)During the six months ended June 30, 2021, a net amount of $45.6 million of residential loans held-for-sale were reclassified into loans held-for-investment.

(7)Residential loans have a weighted average remaining contractual life of 29.1 years and 27.9 years as of June 30, 2021 and December 31, 2020, respectively.

As of ~~September~~June 30, ~~2020,~~2021, our variable rate loans held-for-investment were as follows (dollars in thousands):


June 30, 2021	Carrying Value		Weighted-average Spread Above Index
Commercial loans	$	10,538,637	4.2	%
Infrastructure loans	1,703,718		3.8	%
Total variable rate loans held-for-investment	$	12,242,355	4.2	%

Carrying

Weighted-average

September 30, 2020

Value

Spread Above Index

Commercial loans

$
8,568,112

4.2
%
Infrastructure loans

1,558,220

3.8
%
Total variable rate loans held-for-investment

$
10,126,332

4.1
%

Credit Loss Allowances

As discussed in Note 2, we do not have a history of realized credit losses on our HFI loans and HTM securities, so we have subscribed to third party database services to provide us with industry losses for both commercial real estate and infrastructure loans. Using these losses as a benchmark, we determine expected credit losses for our loans and securities on a collective basis within our commercial real estate and infrastructure portfolios.

For our commercial loans, we utilize a loan loss model that is widely used among banks and commercial mortgage REITs and is marketed by a leading CMBS data analytics provider. It employs logistic regression to forecast expected losses at the loan level based on a commercial real estate loan securitization database that contains activity dating back to 1998. We provide specific loan-level inputs which include loan-to-stabilized-value ~~(LTV)~~(“LTV”) and debt service coverage ratio (DSCR) metrics, as well as principal balances, property type, location, coupon, origination year, term, subordination, expected repayment dates and future fundings. We also select from a group of independent five-year macroeconomic forecasts included in the model that are updated regularly based on current economic trends. We categorize the results by LTV range, which we consider the most significant indicator of credit quality for our commercial loans, as set forth in the credit quality indicator table below. A lower LTV ratio typically indicates a lower credit loss risk.

During the three months ended September 30, 2020, each of the macroeconomic forecasts in our model indicated a substantial macroeconomic recovery from the three months ended June 30, 2020, with growth expected to continue into the next five years~~. These~~

The macroeconomic forecasts do not differentiate among property types or asset classes. Instead, these forecasts reference general macroeconomic growth factors which apply broadly across all assets. However, the COVID-19 pandemic has had a more negative impact on certain property types, principally retail and hospitality, which have withstood extended government mandated closures, and more recently office, which is experiencing lower demand due to remote working arrangements. The broad macroeconomic forecasts do not account

~~Table of Contents~~

for such differentiation. Accordingly, we have selected a more adverse macroeconomic recovery forecast related to these property types in determining our credit loss allowance.

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For our infrastructure loans, we utilize a database of historical infrastructure loan performance that is shared among a consortium of banks and other lenders and compiled by a major bond credit rating agency. The database is representative of industry-wide project finance activity dating back to 1983. We derive historical loss rates from the database filtered by industry, sub-industry, term and construction status for each of our infrastructure loans. Those historical loss rates reflect global economic cycles over a long period of time as well as average recovery rates. However, due to limited information in the first 20 years covered by the database, we have further applied a recessionary multiplier to those historical loss rates as of September 30, 2020. For the first six months of 2020, the multiplier was determined with reference to the 2008 financial crisis, where the magnitude of economic distress within infrastructure lending seemed to correlate to the economic deterioration caused by the COVID-19 pandemic. During the three months ended September 30, 2020, the stronger market liquidity and deal flow experienced within infrastructure lending seemed to correlate to 2011, when this market began emerging from the 2008 crisis. As such, the multiplier for this period was determined with reference to 2011. We categorize the results between the power and oil and gas industries, which we consider the most significant indicator of credit quality for our infrastructure loans, as set forth in the credit quality indicator table below.

As discussed in Note 2, we use a discounted cash flow or collateral value approach, rather than the industry loan loss approach described above, to determine credit loss allowances for any credit deteriorated loans.

We regularly evaluate the extent and impact of any credit deterioration associated with the performance and/or value of the underlying collateral, as well as the financial and operating capability of the borrower. Specifically, the collateral’s operating results and any cash reserves are analyzed and used to assess (i) whether cash flow from operations is sufficient to cover the debt service requirements currently and into the future, (ii) the ability of the borrower to refinance the loan and/or (iii) the collateral’s liquidation value. We also evaluate the financial wherewithal of any loan guarantors as well as the borrower’s competency in managing and operating the collateral. In addition, we consider the overall economic environment, real estate or industry sector, and geographic sub-market in which the borrower operates. Such analyses are completed and reviewed by asset management and finance personnel who utilize various data sources, including (i) periodic financial data such as property operating statements, occupancy, tenant profile, rental rates, operating expenses, the borrower’s exit plan, and capitalization and discount rates, (ii) site inspections and (iii) current credit spreads and discussions with market participants.

The significant credit quality indicators for our loans measured at amortized cost, which excludes loans held-for-sale, were as follows as of ~~September~~June 30, ~~2020~~2021 (dollars in thousands):

Term Loans

Revolving Loans

Total

Credit

Amortized Cost Basis by Origination Year

Amortized Cost

Amortized

Loss
As of September 30, 2020

2020

2019

2018

2017

2016

Prior

Total

Cost Basis

Allowance
Commercial loans:

Credit quality indicator:

LTV < 60%

$
618,232

$
1,084,103

$
977,021

$
1,031,872

$
154,198

$
215,747

$
—

$
4,081,173

$
11,751
LTV 60% - 70%

138,058

1,469,532

1,653,299

35,931

53,450

191,211

—

3,541,481

35,691
LTV > 70%

384,045

582,334

243,452

140,914

—

75,250

—

1,425,995

18,300
Credit deteriorated

—

—

28,986

7,755

—

105,589

—

142,330

29,853
Defeased and other

—

—

—

—

—

22,793

—

22,793

—
Total commercial

$
1,140,335

$
3,135,969

$
2,902,758

$
1,216,472

$
207,648

$
610,590

$
—

$
9,213,772

$
95,595
Infrastructure loans:

Credit quality indicator:

Power

$
—

$
246,675

$
300,909

$
148,159

$
188,331

$
312,176

$
23,413

$
1,219,663

$
7,692
Oil and gas

—

234,119

102,822

—

—

—

1,616

338,557

6,460
Total infrastructure

$
—

$
480,794

$
403,731

$
148,159

$
188,331

$
312,176

$
25,029

$
1,558,220

$
14,152
Residential loans held-for-investment, fair value option

256,407

—
Loans held-for-sale

1,012,673

—
Total gross loans

$
12,041,072

$
109,747


	Term Loans Amortized Cost Basis by Origination Year												Revolving Loans Amortized Cost Total		Total Amortized Cost Basis		Credit Loss Allowance
As of June 30, 2021	2021		2020		2019		2018		2017		Prior
Commercial loans:
Credit quality indicator:
LTV < 60%	$	1,454,059	$	721,991	$	1,172,510	$	844,499	$	713,951	$	290,188	$	0	$	5,197,198	$	8,024
LTV 60% - 70%	1,737,188		419,170		1,482,254		728,517		0		82,186		0		4,449,315		22,218
LTV > 70%	0		282,896		604,322		351,600		0		61,518		0		1,300,336		11,708
Credit deteriorated	0		0		0		0		0		11,977		0		11,977		8,266
Defeased and other	0		0		0		0		0		17,947		0		17,947		0
Total commercial	$	3,191,247	$	1,424,057	$	3,259,086	$	1,924,616	$	713,951	$	463,816	$	0	$	10,976,773	$	50,216
Infrastructure loans:
Credit quality indicator:
Power	$	24,753	$	76,085	$	218,837	$	415,509	$	123,438	$	311,754	$	13,914	$	1,184,290	$	4,885
Oil and gas	64,528		19,049		300,593		99,797		30,394		0		5,067		519,428		4,724
Total infrastructure	$	89,281	$	95,134	$	519,430	$	515,306	$	153,832	$	311,754	$	18,981	$	1,703,718	$	9,609
Residential loans held-for-investment, fair value option															142,706		0
Loans held-for-sale															961,677		0
Total gross loans															$	13,784,874	$	59,825

As of ~~September~~June 30, ~~2020,~~2021, we had credit deteriorated commercial loans with an amortized cost basis of ~~$142.3~~$12.0 million. These loans were on nonaccrual status, with the cost recovery method of interest income recognition applied. In

~~Table of Contents~~

addition to ~~$113.4 million of~~ these credit deteriorated loans, we had a ~~$173.3~~$188.5 million commercial loan and ~~$13.4~~$17.4 million of residential loans that were 90 days or greater past due at ~~September~~June 30, ~~2020.~~2021. In March 2021, $7.3 million relating to the $188.5 million commercial loan that was 90 days or greater past due was converted to equity interests pursuant to a consensual transfer under pre-existing equity pledges of additional collateral (see Note 7). The $188.5 million commercial loan, along with a $13.8 million infrastructure loan in forbearance, were placed on nonaccrual status in January 2021, but are not considered credit deteriorated as we presently expect to recover all amounts due. Any loans which are modified to provide for the deferral of interest are not considered past due and are accounted for in accordance with our revenue recognition policy on interest income.

Table of Contents

In April 2021, we foreclosed on certain credit deteriorated loans related to a residential conversion project located in New York City, which resulted in our obtaining physical possession of the underlying collateral. The net carrying value of the loans related to this project totaled $100.5 million and consisted of: (i) a first mortgage and mezzanine loan with a net carrying value of $71.5 million, for which we consolidated the underlying property collateral in October 2020 when we obtained control over certain pledged equity interests of the borrower; and (ii) a first mortgage loan with a net carrying value of $29.0 million that was not subject to the pledged equity interests and thus continued to be reflected as a loan on our consolidated balance sheet until the April 2021 foreclosure. See Note 6 for further detail.

The following tables present the activity in our credit loss allowance for funded loans and unfunded commitments (amounts in thousands):

Funded Commitments Credit Loss Allowance




Loans


Loans Held-for-Investment

Held-for-Sale

Total
Nine Months Ended September 30, 2020

Commercial

Infrastructure

Infrastructure

Funded Loans
Credit loss allowance at December 31, 2019

$
33,415

$
—

$
196

$
33,611
Cumulative effect of ASC 326 effective January 1, 2020

10,112

10,328

—

20,440
Credit loss provision (reversal), net

53,110

3,824

(125)

56,809
Charge-offs

(1,042)

—

(71)

(1,113)
Recoveries

—

—

—

—
Credit loss allowance at September 30, 2020

$
95,595

$
14,152

$
—

$
109,747

Unfunded Commitments Credit Loss Allowance (1)

Loans Held-for-Investment

HTM Preferred

Nine Months Ended September 30, 2020

Commercial

Infrastructure

Interests (2)

Total
Credit loss allowance at December 31, 2019

$
—

$
—

$
—

$
—
Cumulative effect of ASC 326 effective January 1, 2020

8,348

2,205

—

10,553
Credit loss reversal, net

(3,156)

(664)

—

(3,820)
Credit loss allowance at September 30, 2020

$
5,192

$
1,541

$
—

$
6,733
Memo: Unfunded commitments as of September 30, 2020 (3)

$
1,630,823

$
95,421

$
—

$
1,726,244

~~(1)~~

~~Included in accounts payable, accrued expenses and other liabilities in our condensed consolidated balance sheet.~~

~~(2)~~

~~See Note 5 for further details.~~

~~(3)~~

~~Represents amounts expected to be funded (see Note 21).~~


	Funded Commitments Credit Loss Allowance
	Loans Held-for-Investment					Total Funded Loans
Six Months Ended June 30, 2021	Commercial			Infrastructure
Credit loss allowance at December 31, 2020	$	69,611		$	7,833	$	77,444
Credit loss (reversal) provision, net	(11,381)			1,519		(9,862)
Charge-offs	(7,757)		(1)	0		(7,757)
Recoveries	0			0		0
Transfers	(257)			257		0
Credit loss allowance at June 30, 2021	$	50,216		$	9,609	$	59,825


	Unfunded Commitments Credit Loss Allowance (2)
	Loans Held-for-Investment
Six Months Ended June 30, 2021	Commercial		Infrastructure		Total
Credit loss allowance at December 31, 2020	$	5,258	$	812	$	6,070
Credit loss reversal, net	(853)		(339)		(1,192)
Credit loss allowance at June 30, 2021	$	4,405	$	473	$	4,878
Memo: Unfunded commitments as of June 30, 2021 (3)	$	1,358,851	$	46,238	$	1,405,089

(1)Relates to an unsecured promissory note deemed uncollectible in connection with a residential conversion project located in New York City. The note was previously considered credit deteriorated and was fully reserved.

~~Table of Contents~~(2)Included in accounts payable, accrued expenses and other liabilities in our condensed consolidated balance sheets.

(3)Represents amounts expected to be funded (see Note 21).

Loan Portfolio Activity

The activity in our loan portfolio was as follows (amounts in thousands):


	Held-for-Investment Loans
Six Months Ended June 30, 2021	Commercial		Infrastructure		Residential		Held-for-Sale Loans		Total Loans
Balance at December 31, 2020	$	9,583,949	$	1,412,440	$	90,684	$	1,052,835	$	12,139,908
Acquisitions/originations/additional funding	3,713,142		288,904		0		1,367,574		5,369,620
Capitalized interest (1)	63,538		0		0		0		63,538
Basis of loans sold (2)	(207,975)		0		0		(1,502,588)		(1,710,563)
Loan maturities/principal repayments	(2,025,641)		(100,624)		(18,868)		(206,119)		(2,351,252)
Discount accretion/premium amortization	27,067		2,168		0		504		29,739
Changes in fair value	0		0		1,384		35,005		36,389
Unrealized foreign currency translation gain (loss)	1,987		(345)		0		0		1,642
Credit loss reversal (provision), net	11,381		(1,519)		0		0		9,862
Loan foreclosure and conversion to equity interest	(36,308)		0		0		0		(36,308)		(3)
Transfer to/from other asset classifications or between segments	(204,583)		93,085		69,506		214,466		172,474		(4)
Balance at June 30, 2021	$	10,926,557	$	1,694,109	$	142,706	$	961,677	$	13,725,049

Held-for-Investment Loans

Nine Months Ended September 30, 2020

Commercial

Infrastructure

Residential

Held-for-Sale Loans

Total Loans
Balance at December 31, 2019

$
8,517,054

$
1,397,448

$
671,572

$
884,150

$
11,470,224
Cumulative effect of ASC 326 effective January 1, 2020

(10,112)

(10,328)

—

—

(20,440)
Acquisitions/originations/additional funding

2,090,964

177,247

100,720

1,800,018

4,168,949
Capitalized interest (1)

105,329

48

��

—

105,377
Basis of loans sold (2)

(397,038)

—

(604)

(2,035,770)

(2,433,412)
Loan maturities/principal repayments

(1,148,317)

(96,150)

(76,025)

(75,632)

(1,396,124)
Discount accretion/premium amortization

28,686

1,672

—

110

30,468
Changes in fair value

—

—

(16,565)

96,265

79,700
Unrealized foreign currency translation loss

(15,279)

(38)

—

(1,291)

(16,608)
Credit loss (provision) reversal, net

(53,110)

(3,824)

—

125

(56,809)
Transfer to/from other asset classifications

—

77,993

(422,691)

344,698

—
Balance at September 30, 2020

$
9,118,177

$
1,544,068

$
256,407

$
1,012,673

$
11,931,325

Loans

Transferred

Held-for-Investment Loans

As Secured

Nine Months Ended September 30, 2019

Commercial

Infrastructure

Held-for-Sale Loans

Borrowings

Total Loans
Balance at December 31, 2018

$
7,075,577

$
1,456,779

$
1,187,552

$
74,346

$
9,794,254
Acquisitions/originations/additional funding

2,489,120

387,599

2,731,110

—

5,607,829
Capitalized interest (1)

79,869

—

—

—

79,869
Basis of loans sold (2)

(548,329)

—

(2,164,908)

—

(2,713,237)
Loan maturities/principal repayments

(1,695,388)

(563,736)

(95,262)

(74,692)

(2,429,078)
Discount accretion/premium amortization

22,674

1,173

—

346

24,193
Changes in fair value

1,496

—

64,182

—

65,678
Unrealized foreign currency translation (loss) gain

(37,473)

—

282

—

(37,191)
Credit loss provision, net

(2,046)

—

(1,196)

—

(3,242)
Loan foreclosures

(27,303)

—

—

—

(27,303)
Transfer to/from other asset classifications

279,641

—

(279,641)

—

—
Balance at September 30, 2019

$
7,637,838

$
1,281,815

$
1,442,119

$
—

$
10,361,772

Table of Contents


	Held-for-Investment Loans
Six Months Ended June 30, 2020	Commercial		Infrastructure		Residential		Held-for-Sale Loans		Total Loans
Balance at December 31, 2019	$	8,517,054	$	1,397,448	$	671,572	$	884,150	$	11,470,224
Cumulative effect of ASC 326 effective January 1, 2020	(10,112)		(10,328)		—		—		(20,440)
Acquisitions/originations/additional funding	1,452,753		113,430		100,720		786,860		2,453,763
Capitalized interest (1)	70,346		0		0		0		70,346
Basis of loans sold (2)	(397,038)		0		(604)		(1,378,952)		(1,776,594)
Loan maturities/principal repayments	(831,319)		(68,585)		(64,806)		(43,593)		(1,008,303)
Discount accretion/premium amortization	19,706		1,025		0		109		20,840
Changes in fair value	0		0		(16,461)		34,777		18,316
Unrealized foreign currency translation loss	(76,137)		0		0		(2,037)		(78,174)
Credit loss provision, net	(51,420)		(5,997)		0		0		(57,417)
Transfer to/from other asset classifications	0		32,246		(422,691)		390,445		0
Balance at June 30, 2020	$	8,693,833	$	1,459,239	$	267,730	$	671,759	$	11,092,561

(1)Represents accrued interest income on loans whose terms do not require current payment of interest.

(2)

~~(2)~~ See Note 11 for additional disclosure on these transactions.

(3)

Includes (i) a $29.0 million credit deteriorated loan related to a residential conversion project which was foreclosed in April 2021 and (ii) $7.3 million of a commercial loan that was converted to equity interests in March 2021 (see Note 7) pursuant to a consensual transfer under pre-existing equity pledges of additional collateral, both as described above.

(4)Net transfers represent residential loans transferred from VIE assets upon redemption of a consolidated RMBS trust.

Table of Contents

5. Investment Securities

Investment securities were comprised of the following as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 (amounts in thousands):


	Carrying Value as of
	June 30, 2021		December 31, 2020
RMBS, available-for-sale	$	154,704	$	167,349
RMBS, fair value option (1)	232,120		235,997
CMBS, fair value option (1), (2)	1,243,681		1,209,030
HTM debt securities, amortized cost net of credit loss allowance of $4,929 and $5,675	488,017		538,605
Equity security, fair value	11,880		11,247
Subtotal—Investment securities	2,130,402		2,162,228
VIE eliminations (1)	(1,456,836)		(1,425,570)
Total investment securities	673,566		$	736,658

Carrying Value as of

September 30, 2020

December 31, 2019
RMBS, available-for-sale

$
170,270

$
189,576
RMBS, fair value option (1)

373,682

147,034
CMBS, fair value option (1), (2)

1,194,191

1,295,363
HTM debt securities, amortized cost net of credit loss allowance of $6,425 and $0

541,296

570,638
Equity security, fair value

10,058

12,664
Subtotal—Investment securities

2,289,497

2,215,275
VIE eliminations (1)

(1,544,384)

(1,405,037)
Total investment securities

$
745,113

$
810,238

(1)Certain fair value option CMBS and RMBS are eliminated in consolidation against VIE liabilities pursuant to ASC 810.

(2)Includes $186.6 million and $179.5 million of non-controlling interests in the consolidated entities which hold certain of these CMBS as of June 30, 2021 and December 31, 2020, respectively.

~~(1)~~

~~Certain fair value option CMBS and RMBS are eliminated in consolidation against VIE liabilities pursuant to ASC 810.~~

~~(2)~~

~~Includes $178.6 million and $186.6 million of non-controlling interests in the consolidated entities which hold certain of these CMBS as of September 30, 2020 and December 31, 2019, respectively.~~

Purchases, sales and principal collections for all investment securities were as follows (amounts in thousands):


	RMBS, available-for-sale		RMBS, fair value option		CMBS, fair value option		HTM Securities		Securitization VIEs (1)		Total
Three Months Ended June 30, 2021
Purchases	$	0	$	52,351	$	54,082	$	—	$	(106,433)	$	0
Sales	0		30,684		0		0		(30,684)		0
Principal collections	7,863		14,687		2,013		879		(16,089)		9,353
Redemptions	0		11,976		0		0		(11,976)		0
Three Months Ended June 30, 2020
Purchases/fundings	$	0	$	185,433	$	0	$	10,391	$	(185,433)	$	10,391
Sales	0		0		0		0		0		0
Principal collections	6,014		11,532		927		30,713		(12,266)		36,920


	RMBS, available-for-sale		RMBS, fair value option		CMBS, fair value option		HTM Securities		Securitization VIEs (1)		Total
Six Months Ended June 30, 2021
Purchases	$	0	$	79,684	$	54,082	$	0	$	(133,766)	$	0
Sales	0		30,684		11,604		0		(42,288)		0
Principal collections	15,114		28,031		3,723		52,569		(30,570)		68,867
Redemptions	0		11,976		0		0		(11,976)		0
Six Months Ended June 30, 2020
Purchases/fundings	$	0	$	214,725	$	7,661	$	16,120	$	(222,386)	$	16,120
Sales	0		0		32,316		0		(24,376)		7,940
Principal collections	12,563		20,104		17,450		37,351		(36,989)		50,479

(1)

RMBS,

RMBS, fair

CMBS, fair

HTM

Securitization


available-for-sale

value option

value option

Securities

VIEs (1)

Total
Three Months Ended September 30, 2020

Purchases/fundings

$
—

$
43,083

$
—

$
6,288

$
(43,083)

$
6,288
Principal collections

6,063

12,132

8,265

11,203

(20,185)

17,478
Three Months Ended September 30, 2019

Purchases

$
—

$
52,845

$
10,214

$
—

$
(57,894)

$
5,165
Sales

—

—

49,725

—

(49,725)

—
Principal collections

7,445

4,680

15,859

35,069

(17,196)

45,857

Represents RMBS and CMBS, fair value option amounts eliminated due to our consolidation of securitization VIEs. These amounts are reflected as issuance or repayment of debt of, or distributions from, consolidated VIEs in our condensed consolidated statements of cash flows.

RMBS,

RMBS, fair

CMBS, fair

HTM

Securitization


available-for-sale

value option

value option

Securities

VIEs (1)

Total
Nine Months Ended September 30, 2020

Purchases/fundings

$
—

$
257,808

$
7,661

$
22,408

$
(265,469)

$
22,408
Sales

—

—

32,316

—

(24,376)

7,940
Principal collections

18,626

32,236

25,715

48,554

(57,174)

67,957
Nine Months Ended September 30, 2019

Purchases

$
—

$
79,117

$
62,427

$
—

$
(136,379)

$
5,165
Sales

—

41,501

112,426

—

(149,949)

3,978
Principal collections

20,222

9,772

37,768

89,737

(38,607)

118,892

~~(1)~~

~~Represents RMBS and CMBS, fair value option amounts eliminated due~~to our consolidation of securitization VIEs. These amounts are reflected as issuance or repayment of debt of, or distributions from, consolidated VIEs in our condensed consolidated statements of cash flows.

Table of Contents

RMBS, Available-for-Sale

The Company classified all of its RMBS not eliminated in consolidation as available-for-sale as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019.~~2020. These RMBS are reported at fair value in the balance sheet with changes in fair value recorded in accumulated other comprehensive income (“AOCI”).

~~Table of Contents~~

The tables below summarize various attributes of our investments in available-for-sale RMBS as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 (amounts in thousands):


							Unrealized Gains or (Losses) Recognized in AOCI
	Amortized Cost		Credit Loss Allowance		Net Basis		Gross Unrealized Gains		Gross Unrealized Losses		Net Fair Value Adjustment		Fair Value
June 30, 2021
RMBS	$	113,394	$	0	$	113,394	$	41,312	$	(2)	$	41,310	$	154,704
December 31, 2020
RMBS	$	123,292	$	0	$	123,292	$	44,123	$	(66)	$	44,057	$	167,349


	Weighted Average Coupon (1)		WAL (Years) (2)
June 30, 2021
RMBS	1.2	%	5.7

(1)

Unrealized Gains or (Losses)

Recognized in AOCI




Credit



Gross

Gross

Net


Amortized

Loss

Net

Unrealized

Unrealized

Fair Value

Cost

Allowance

Basis

Gains

Losses

Adjustment

Fair Value
September 30, 2020

RMBS

$
127,921

$
—

$
127,921

$
42,523

$
(174)

$
42,349

$
170,270
December 31, 2019

RMBS

$
138,580

N/A

$
138,580

$
51,310

$
(314)

$
50,996

$
189,576

Calculated using the June 30, 2021 one-month LIBOR rate of 0.100% for floating rate securities.

Weighted Average Coupon (1)

Weighted Average
Rating

WAL
(Years) (2)
September 30, 2020

RMBS

1.5
%
B+

5.7
December 31, 2019

RMBS

3.1
%
BB-

5.6

(2)Represents the remaining WAL of each respective group of securities as of the balance sheet date. The WAL of each individual security is calculated using projected amounts and projected timing of future principal payments.

~~(1)~~

~~Calculated using the September 30, 2020 and December 31, 2019 one-month LIBOR rate of 0.1483% and 1.763%, respectively, for floating rate securities.~~

~~(2)~~

Represents the remaining WAL of each respective group of securities as of the respective balance sheet date. The WAL of each individual security is calculated using projected amounts and projected timing of future principal payments.

As of ~~September~~June 30, ~~2020,~~2021, approximately ~~$144.5~~$134.7 million, or ~~84.9%~~87.0%, of RMBS were variable rate and paid interest at LIBOR plus a weighted average spread of 1.26%. As of December 31, 2019, approximately $160.9 million, or 84.9%, of RMBS were variable rate and paid interest at LIBOR plus a weighted average spread of 1.24%.rate. We purchased all of the RMBS at a discount, a portion of which is accreted into income over the expected remaining life of the security. The majority of the income from this strategy is earned from the accretion of this accretable discount.

We have engaged a third party manager who specializes in RMBS to execute the trading of RMBS, the cost of which was $0.3 million and $0.3 million for ~~both~~ the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively, and ~~$1.0~~$0.6 million and ~~$1.1~~$0.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively, recorded as management fees in the accompanying condensed consolidated statements of operations.

The following table presents the gross unrealized losses and estimated fair value of any available-for-sale securities that were in an unrealized loss position as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, and for which an allowance for credit losses has not been recorded (amounts in thousands):


	Estimated Fair Value				Unrealized Losses
	Securities with a loss less than 12 months		Securities with a loss greater than 12 months		Securities with a loss less than 12 months		Securities with a loss greater than 12 months
As of June 30, 2021
RMBS	$	0	$	929	$	0	$	(2)
As of December 31, 2020
RMBS	$	438	$	1,195	$	(25)	$	(41)

Estimated Fair Value

Unrealized Losses


Securities with a

Securities with a

Securities with a

Securities with a

loss less than

loss greater than

loss less than

loss greater than

12 months

12 months

12 months

12 months

As of September 30, 2020

RMBS

$
412

$
1,194

$
(45)

$
(129)

As of December 31, 2019

RMBS

$
—

$
1,380

$
—

$
(314)

As of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, there were 1 and 2 securities, ~~and 1 security,~~ respectively, with unrealized losses reflected in the table above. After evaluating the securities and recording adjustments for credit losses, we concluded that the remaining unrealized losses reflected above were noncredit-related and would be recovered from the securities’ estimated future cash flows. We considered a number of factors in reaching this conclusion, including that we did not intend to sell the securities, it was not considered more likely than not that we would be forced to sell the securities prior to recovering our amortized cost, and there were no material credit events that would have caused us to otherwise conclude that we would not recover our cost. Credit losses are calculated by comparing (i) the estimated future cash flows of each security discounted at the yield determined as of the initial acquisition date or, if

~~Table of Contents~~

since revised, as of the last date previously revised, to (ii) our net amortized cost basis. Significant judgment is used in projecting cash flows for our non-agency RMBS. As a result, actual income and/or credit losses could be materially different from what is currently projected and/or reported.

Table of Contents

CMBS and RMBS, Fair Value Option

As discussed in the “Fair Value Option” section of Note 2 herein, we elect the fair value option for certain CMBS and RMBS in an effort to eliminate accounting mismatches resulting from the current or potential consolidation of securitization VIEs. As of ~~September~~June 30, ~~2020,~~2021, the fair value and unpaid principal balance of CMBS where we have elected the fair value option, excluding the notional value of interest-only securities and before consolidation of securitization VIEs, were $1.2 billion and ~~$2.7~~$2.9 billion, respectively. As of ~~September~~June 30, ~~2020,~~2021, the fair value and unpaid principal balance of RMBS where we have elected the fair value option, excluding the notional value of interest-only securities and before consolidation of securitization VIEs, were ~~$373.7~~$232.1 million and ~~$275.8~~$143.8 million, respectively. The ~~$1.6~~$1.5 billion total fair value balance of CMBS and RMBS represents our economic interests in these assets. However, as a result of our consolidation of securitization VIEs, the vast majority of this fair value (all except ~~$23.5~~$19.0 million at ~~September~~June 30, ~~2020)~~2021) is eliminated against VIE liabilities before arriving at our GAAP balance for fair value option investment securities.

As of ~~September~~June 30, ~~2020, $96.9~~2021, $98.2 million of our CMBS were variable rate and NaN of our RMBS were variable rate.

HTMDebt Securities, Amortized Cost

The table below summarizes our investments in HTM debt securities as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 (amounts in thousands):


	Amortized Cost Basis		Credit Loss Allowance		Net Carrying Amount		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses		Fair Value
June 30, 2021
CMBS	$	339,142	$	0	$	339,142	$	0	$	(23,543)	$	315,599
Preferred interests	117,001		(2,007)		114,994		3,616		0		118,610
Infrastructure bonds	36,803		(2,922)		33,881		468		0		34,349
Total	492,946		(4,929)		488,017		4,084		(23,543)		468,558

December 31, 2020
CMBS	$	339,059	$	0	$	339,059	$	0	$	(23,286)	$	315,773
Preferred interests	166,614		(2,749)		163,865		432		(913)		163,384
Infrastructure bonds	38,607		(2,926)		35,681		415		0		36,096
Total	$	544,280	$	(5,675)	$	538,605	$	847	$	(24,199)	$	515,253

Amortized

Credit Loss

Net Carrying

Gross Unrealized

Gross Unrealized

Cost Basis

Allowance

Amount

Holding Gains

Holding Losses

Fair Value

September 30, 2020






CMBS

$
338,984

$
—

$
338,984

$
—

$
(23,277)

$
315,707

Preferred interests

165,952

(3,453)

162,499

—

(5,550)

156,949

Infrastructure bonds

42,785

(2,972)

39,813

352

(13)

40,152

Total

$
547,721

$
(6,425)

$
541,296

$
352

$
(28,840)

$
512,808

December 31, 2019

CMBS

$
383,473

$
—

$
383,473

$
946

$
(3,001)

$
381,418

Preferred interests

142,012

—

142,012

1,148

(353)

142,807

Infrastructure bonds

45,153

—

45,153

—

(651)

44,502

Total

$
570,638

$
—

$
570,638

$
2,094

$
(4,005)

$
568,727

The following table presents the activity in our credit loss allowance for HTM debt securities (amounts in thousands):

Total HTM

Preferred

Infrastructure

Credit Loss

Interests

Bonds

Allowance
Nine Months Ended September 30, 2020

Credit loss allowance at December 31, 2019

$
—

$
—

$
—
Cumulative effect of ASC 326 effective January 1, 2020:

Beginning accumulated deficit charge

1,114

179

1,293
Gross-up of PCD bond amortized cost basis

—

2,837

2,837
Credit loss provision, net

2,339

(44)

2,295
Credit loss allowance at September 30, 2020

$
3,453

$
2,972

$
6,425


	Preferred Interests		Infrastructure Bonds		Total HTM Credit Loss Allowance
Six Months Ended June 30, 2021
Credit loss allowance at December 31, 2020	$	2,749	$	2,926	$	5,675
Credit loss reversal, net	(742)		(4)		(746)
Credit loss allowance at June 30, 2021	$	2,007	$	2,922	$	4,929

~~Table of Contents~~

The table below summarizes the maturities of our HTM debt securities by type as of ~~September~~June 30, ~~2020~~2021 (amounts in thousands):


	CMBS		Preferred Interests		Infrastructure Bonds		Total
Less than one year	$	70,995	$	0	$	0	$	70,995
One to three years	268,147		114,994		0		383,141
Three to five years	0		0		0		0
Thereafter	0		0		33,881		33,881
Total	$	339,142	$	114,994	$	33,881	$	488,017

Preferred

Infrastructure

CMBS

Interests

Bonds

Total
Less than one year

$
268,084

$
—

$
2,632

$
270,716
One to three years

70,900

141,000

—

211,900
Three to five years

—

21,499

—

21,499
Thereafter

—

—

37,181

37,181
Total

$
338,984

$
162,499

$
39,813

$
541,296

Table of Contents

Equity Security, Fair Value Option

During 2012, we acquired 9,140,000 ordinary shares from a related-party in Starwood European Real Estate Finance Limited (“SEREF”), a debt fund that is externally managed by an affiliate of our Manager and is listed on the London Stock Exchange. The fair value of the investment remeasured in USD was ~~$10.1~~$11.9 million and ~~$12.7~~$11.2 million as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. As of ~~September~~June 30, ~~2020,~~2021, our shares represent an approximate 2% interest in SEREF.

6. ~~Propertie~~s

Properties

Our properties are held within the following portfolios:

Woodstar I Portfolio

The Woodstar I Portfolio is comprised of 32 affordable housing communities with 8,948 units concentrated primarily in the Tampa, Orlando and West Palm Beach metropolitan areas. During the year ended December 31, 2015, we acquired 18 of the 32 affordable housing communities of the Woodstar I Portfolio with the final 14 communities acquired during the year ended December 31, 2016. The Woodstar I Portfolio includes total gross properties and lease intangibles of ~~$634.0~~$638.1 million and debt of ~~$572.2~~$573.1 million as of ~~September~~June 30, ~~2020.~~

2021.

Woodstar II Portfolio

The Woodstar II Portfolio is comprised of 27 affordable housing communities with 6,109 units concentrated primarily in Central and South Florida. We acquired 8 of the 27 affordable housing communities in December 2017, with the final 19 communities acquired during the year ended December 31, 2018. The Woodstar II Portfolio includes total gross properties and lease intangibles of ~~$607.7~~$611.3 million and debt of ~~$437.0~~$512.7 million as of ~~September~~June 30, ~~2020.~~

2021.

Medical Office Portfolio

The Medical Office Portfolio is comprised of 34 medical office buildings acquired during the year ended December 31, 2016. These properties, which collectively comprise 1.9 million square feet, are geographically dispersed throughout the U.S. and primarily affiliated with major hospitals or located on or adjacent to major hospital campuses. The Medical Office Portfolio includes total gross properties and lease intangibles of ~~$760.1~~$761.4 million and debt of ~~$591.9~~$593.4 million as of ~~September~~June 30, ~~2020.~~

2021.

Master Lease Portfolio

The Master Lease Portfolio is comprised of 16 retail properties geographically dispersed throughout the U.S., with more than 50% of the portfolio, by carrying value, located in Florida, Texas and Minnesota. These properties, which we acquired in September 2017, collectively comprise 1.9 million square feet and were leased back to the seller under corporate guaranteed master net lease agreements with initial terms of 24.6 years and periodic rent escalations. The Master Lease Portfolio includes total gross properties of $343.8 million and debt of ~~$192.6~~$192.9 million as of ~~September~~June 30, ~~2020.~~2021.

~~Table of Contents~~

Investing and Servicing Segment Property Portfolio

The ~~Investing and Servicing Segment Property Portfolio (“~~REIS Equity ~~Portfolio”)~~Portfolio is comprised of 1514 commercial real estate properties and 1 equity interest in an unconsolidated commercial real estate property which were acquired from CMBS trusts during the previous five years. The REIS Equity Portfolio includes total gross properties and lease intangibles of ~~$266.5~~$249.6 million and debt of ~~$169.2~~$176.8 million as of ~~September~~June 30, ~~2020.~~

2021.

Table of Contents

The table below summarizes our properties held as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 (dollars in thousands):


	Depreciable Life	June 30, 2021		December 31, 2020
Property Segment
Land and land improvements	0 – 15 years	$	485,065	$	484,846
Buildings and building improvements	5 – 45 years	1,692,996		1,690,701
Furniture & fixtures	3 – 7 years	62,531		59,632
Investing and Servicing Segment
Land and land improvements	0 – 15 years	45,243		50,585
Buildings and building improvements	3 – 40 years	166,590		179,014
Furniture & fixtures	2 – 5 years	2,985		2,606
Commercial and Residential Lending Segment (1)
Land and land improvements	0 – 7 years	9,691		11,416
Buildings and building improvements	9 – 20 years	12,409		19,251
Construction in progress	N/A	104,136		75,245
Properties, cost		2,581,646		2,573,296
Less: accumulated depreciation		(338,077)		(302,143)
Properties, net		$	2,243,569	$	2,271,153

(1)

Depreciable Life

September 30, 2020

December 31, 2019
Property Segment

Land and land improvements

0 – 15 years

$
484,722

$
484,397
Buildings and building improvements

5 – 45 years

1,689,004

1,687,756
Furniture & fixtures

3 – 7 years

57,894

52,567
Investing and Servicing Segment

Land and land improvements

0 – 15 years

50,789

54,052
Buildings and building improvements

3 – 40 years

175,676

182,048
Furniture & fixtures

2 – 5 years

2,513

2,139
Commercial and Residential Lending Segment (1)

Land and land improvements

0 – 10 years

11,416

11,386
Buildings and building improvements

10 – 23 years

17,424

16,285
Properties, cost

2,489,438

2,490,630
Less: accumulated depreciation

(281,616)

(224,190)
Properties, net

$
2,207,822

$
2,266,440
Represents properties acquired through loan foreclosure. Refer to Note 4 with respect to the construction in progress properties relating to a residential conversion project.

~~(1)~~

~~Represents properties acquired through loan foreclosure.~~

During the ~~nine~~three and six months ended ~~September~~June 30, 2021, we sold an operating property within the REIS Equity Portfolio for $30.9 million and recognized a gain of $9.7 million within gain on sale of investments and other assets in our condensed consolidated statements of operations. During the three and six months ended June 30, 2020, we sold an operating property within the REIS Equity Portfolio for $24.1 ~~million. In connection with this sale, we~~million and recognized a gain of $7.4 million within gain on sale of investments and other assets in our condensed consolidated ~~statement~~statements of operations.

During the ~~three and nine~~six months ended ~~September~~June 30, ~~2019,~~2021, we sold 1an operating property within the Commercial and Residential Lending Segment for ~~$51.5 million. In connection with this sale, we~~$30.6 million and recognized a gain of ~~$20.7~~$17.7 million within gain on sale of investments and other assets in our condensed consolidated statements of ~~operations, of which $4.0~~ ~~million was attributable~~operations. Refer to ~~non-controlling interests.~~Note 3 for further discussion.

Table of Contents

7. Investment in Unconsolidated Entities

The table below summarizes our investments in unconsolidated entities as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 (dollars in thousands):


	Participation / Ownership % (1)	Carrying value as of
		June 30, 2021		December 31, 2020
Equity method investments:
Equity interest in a natural gas power plant	10%	$	24,770	$	25,095
Investor entity which owns equity in an online real estate company	50%	9,591		9,397
Equity interests in commercial real estate	50%	1,127		1,543
Equity interest in and advances to a residential mortgage originator (2)	N/A	18,458		17,852
Various	25% - 50%	10,672		8,831
		64,618		62,718
Other equity investments:
Equity interest in a servicing and advisory business	2%	17,584		17,584
Investment funds which own equity in a loan servicer and other real estate assets	4% - 6%	7,267		7,267
Investor entities which own equity interests in two entertainment and retail centers (3)	15%	7,320		0
Federal Home Loan Bank stock	N/A	0		20,485
		32,171		45,336
		$	96,789	$	108,054

(1)

Participation /

Carrying value as of


Ownership % (1)

September 30, 2020

December 31, 2019
Equity method:

Retail Fund

33%

$
—

$
—
Equity interest in a natural gas power plant

10%

24,664

25,862
Investor entity which owns equity in an online real estate company

50%

9,382

9,473
Equity interests in commercial real estate

50%

1,742

1,907
Equity interest in and advances to a residential mortgage originator (2)

N/A

14,139

12,002
Various

25% - 50%

8,595

8,339

58,522

57,583
Other:

Equity interest in a servicing and advisory business (3)

2%

17,584

—
Investment funds which own equity in a loan servicer and other real estate assets

4% - 6%

7,659

9,225
Various

0% - 2%

20,619

17,521

45,862

26,746

$
104,384

$
84,329
NaN of these investments are publicly traded and therefore quoted market prices are not available.

(2)Includes a $4.5 million subordinated loan as of both June 30, 2021 and December 31, 2020.

~~(1)~~

~~NaN of these investments are publicly traded and therefore quoted market prices are not available.~~

(3)

~~(2)~~

~~Includes a $4.5 million subordinated loan as of both September 30, 2020 and December 31, 2019.~~

~~(3)~~

During the year ended December 31, 2019, we received a capital distribution of $8.4 million and our equity interest was reduced to 4% and the carrying value was reduced to 0. During April 2020, we sold 37% of our equity interest for $10.3 million in cash, reducing our interest to 2%. In connection with the sale, we recognized a gain of $10.3 million. Because the sale represented an observable price change in an orderly transaction, we also increased the value of our remaining investment to reflect its implied fair value. In doing so, we recognized a gain of $17.6 million. These amounts were recognized within earnings (loss) from unconsolidated entities in our condensed consolidated statement of operations during the nine months ended September 30, 2020.

WeDuring the six months ended June 30, 2021, we obtained equity interests in 2 investor entities that own interests in 2 entertainment and retail centers in satisfaction of $7.3 million principal amount of a ~~33% equity interest~~commercial loan. The interests were obtained in order to facilitate repayment of a ~~fund~~portion of that ~~owns 4 regional shopping malls (the “Retail Fund”).~~loan for which these interests represented underlying collateral. The ~~fund is an investment company which measures its assets at fair value on a recurring basis. We report our interest~~interests are entitled to preferred treatment in the ~~Retail Fund on a three-month lag basis at its liquidation value.~~ distribution waterfall and are intended to repay us the $7.3 million principal amount of the loan plus interest. See further discussion in Note 4.

As of December 31, 2019, we impaired the remainder of our investment based on our estimate of unrealized decreases in the fair value of the underlying real estate properties. Such decreases were recognized by the Retail Fund during the period included in the nine months ended SeptemberJune 30, ~~2020.~~

~~As of September 30, 2020,~~2021, the carrying value of our equity investment in a residential mortgage originator exceeded the underlying equity in net assets of such investee by $1.6 million. This difference is the result of the Company recording its investment in the investee at its acquisition date fair value, which included certain non-amortizing intangible assets not recognized by the investee. Should the Company determine these intangible assets held by the investee are impaired, the Company will recognize such impairment loss through earnings from unconsolidated entities in our consolidated statement of operations, otherwise, such difference between the carrying value of our equity investment in the residential mortgage originator and the underlying equity in the net assets of the residential mortgage originator will continue to exist.

Other than our equity interest in the residential mortgage originator, there were 0 differences between the carrying value of our equity method investments and the underlying equity in the net assets of the investees as of ~~September~~June 30, ~~2020.~~

2021.

~~Table of Contents~~

During the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, we did not become aware of (i) any observable price changes in our other equity investments accounted for under the fair value practicability ~~exception, except as described above with respect to the servicing and advisory business,~~election or (ii) any indicators of impairment.

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8. ~~Goodwil~~lGoodwill and Intangibles

~~Goodwill~~

Goodwill

Goodwill is tested for impairment annually in the fourth quarter, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. Management considered the general economic decline and the impact of the COVID-19 pandemic, but did not identify any such event or circumstances. However, future changes in the expectations of the impact of COVID-19 on our operations, financial performance and cash flows could cause our goodwill to be impaired.

Infrastructure Lending Segment

The Infrastructure Lending Segment’s goodwill of $119.4 million at both ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 represents the excess of consideration transferred over the fair value of net assets acquired on September 19, 2018 and October 15, 2018. The goodwill recognized is attributable to value embedded in the acquired Infrastructure Lending Segment’s lending platform.

LNR Property LLC (“LNR”)

The Investing and Servicing Segment’s goodwill of $140.4 million at both ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 represents the excess of consideration transferred over the fair value of net assets of LNR acquired on April 19, 2013. The goodwill recognized is attributable to value embedded in LNR’s existing platform, which includes a network of commercial real estate asset managers, work-out specialists, underwriters and administrative support professionals as well as proprietary historical performance data on commercial real estate assets.

Intangible Assets

Servicing Rights Intangibles

In connection with the LNR acquisition, we identified domestic servicing rights that existed at the purchase date, based upon the expected future cash flows of the associated servicing contracts. As of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the balance of the domestic servicing intangible was net of ~~$38.2~~$42.1 million and ~~$26.2~~$41.4 million, respectively, which was eliminated in consolidation pursuant to ASC 810 against VIE assets in connection with our consolidation of securitization VIEs. Before VIE consolidation, as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the domestic servicing intangible had a balance of ~~$52.8~~$55.8 million and ~~$43.2~~$54.6 million, respectively, which represents our economic interest in this asset.

~~Table of Contents~~

Lease Intangibles

In connection with our acquisitions of commercial real estate, we recognized in-place lease intangible assets and favorable lease intangible assets associated with certain non-cancelable operating leases of the acquired properties.

The following table summarizes our intangible assets, which are comprised of servicing rights intangibles and lease intangibles, as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 (amounts in thousands):


	As of June 30, 2021						As of December 31, 2020
	Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Domestic servicing rights, at fair value	$	13,705	$	—	$	13,705	$	13,202	$	—	$	13,202
In-place lease intangible assets	131,418		(95,395)		36,023		133,203		(92,540)		40,663
Favorable lease intangible assets	23,862		(8,397)		15,465		24,181		(7,929)		16,252
Total net intangible assets	$	168,985	$	(103,792)	$	65,193	$	170,586	$	(100,469)	$	70,117

Table of Contents

As of September 30, 2020

As of December 31, 2019


Gross Carrying

Accumulated

Net Carrying

Gross Carrying

Accumulated

Net Carrying

Value

Amortization

Value

Value

Amortization

Value
Domestic servicing rights, at fair value

$
14,589

$
—

$
14,589

$
16,917

$
—

$
16,917
In-place lease intangible assets

133,244

(90,318)

42,926

135,293

(84,383)

50,910
Favorable lease intangible assets

24,188

(7,564)

16,624

24,218

(6,345)

17,873
Total net intangible assets

$
172,021

$
(97,882)

$
74,139

$
176,428

$
(90,728)

$
85,700

The following table summarizes the activity within intangible assets for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 (amounts in thousands):


	Domestic Servicing Rights		In-place Lease Intangible Assets		Favorable Lease Intangible Assets		Total
Balance as of January 1, 2021	$	13,202	$	40,663	$	16,252	$	70,117
Amortization	0		(4,280)		(718)		(4,998)
Sales	0		(360)		(69)		(429)
Changes in fair value due to changes in inputs and assumptions	503		0		0		503
Balance as of June 30, 2021	$	13,705	$	36,023	$	15,465	$	65,193

Domestic

In-place Lease

Favorable Lease

Servicing

Intangible

Intangible


Rights

Assets

Assets

Total
Balance as of January 1, 2020

$
16,917

$
50,910

$
17,873

$
85,700
Amortization

—

(7,814)

(1,249)

(9,063)
Sales

—

(170)

—

(170)
Changes in fair value due to changes in inputs and assumptions

(2,328)

—

—

(2,328)
Balance as of September 30, 2020

$
14,589

$
42,926

$
16,624

$
74,139

The following table sets forth the estimated aggregate amortization of our in-place lease intangible assets and favorable lease intangible assets for the next five years and thereafter (amounts in thousands):

2020 (remainder of)

$
2,636
2021

9,644
2022

7,862
2023

6,115
2024

4,722
Thereafter

28,571
Total

$
59,550


2021 (remainder of)	$	4,539
2022	7,783
2023	6,043
2024	4,650
2025	3,775
Thereafter	24,698
Total	$	51,488

Table of Contents

9. Secured Borrowings

Secured Financing Agreements

The following table is a summary of our secured financing agreements in place as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 (dollars in thousands):


												Outstanding Balance at
	Current Maturity		Extended Maturity (a)		Weighted Average Pricing	Pledged Asset Carrying Value			Maximum Facility Size			June 30, 2021			December 31, 2020
Repurchase Agreements:
Commercial Loans	Aug 2021 to Aug 2025	(b)	Dec 2023 to Mar 2029	(b)	(c)	$	7,100,320		$	9,272,007	(d)	$	4,775,976		$	4,878,939
Residential Loans	Apr 2022 to Oct 2023		N/A		LIBOR + 2.07%	564,736			1,900,000			483,810			22,590
Infrastructure Loans	Feb 2022		N/A		LIBOR + 2.01%	188,448			500,000			158,165			232,961
Conduit Loans	Feb 2022 to Jun 2023		Feb 2023 to Jun 2024		LIBOR + 2.03%	261,510			350,000			187,317			53,554
CMBS/RMBS	Mar 2022 to May 2031	(e)	Jun 2022 to Nov 2031	(e)	(f)	1,236,236			829,879			704,853		(g)	620,763
Total Repurchase Agreements						9,351,250			12,851,886			6,310,121			5,808,807
Other Secured Financing:
Borrowing Base Facility	Apr 2022		Apr 2024		LIBOR + 2.25%	122,294			650,000		(h)	72,630			43,014
Commercial Financing Facility	Mar 2022		Mar 2029		GBP LIBOR + 1.75%	101,978			82,132			82,132			81,218
Residential Financing Facility	Sep 2022		Sep 2025		3.50%	72,064			250,000			1,515			215,024
Infrastructure Acquisition Facility	Sep 2021		Sep 2022		(i)	335,309			336,931			230,040			467,450
Infrastructure Financing Facilities	Jul 2022 to Oct 2022		Oct 2024 to Jul 2027		LIBOR + 2.03%	719,693			1,250,000			573,846			538,645
Property Mortgages - Fixed rate	Nov 2024 to Aug 2052	(j)	N/A		4.03%	1,262,514			1,155,035			1,155,035			1,077,528
Property Mortgages - Variable rate	Nov 2021 to Jul 2030		N/A		(k)	906,420			969,790			945,215			960,903
Term Loan and Revolver	(l)		N/A		(l)	N/A		(l)	761,750			641,750			645,000
Federal Home Loan Bank	N/A		N/A		N/A	0			0			0			396,000
Total Other Secured Financing						3,520,272			5,455,638			3,702,163			4,424,782
						$	12,871,522		$	18,307,524		10,012,284			10,233,589
Unamortized net discount												(14,608)			(13,569)
Unamortized deferred financing costs												(65,014)			(73,830)
												$	9,932,662		$	10,146,190

(a)

Outstanding Balance at

Current

Extended

Weighted Average

Pledged Asset

Maximum

September 30,

December 31,


Maturity

Maturity (a)

Pricing

Carrying Value

Facility Size

2020

2019
Repurchase Agreements:

Commercial Loans

May 2021 to Aug 2025
(b)
May 2023 to Mar 2029
(b)
(c)

$
6,643,722

$
8,747,538
(d)
$
4,556,665

$
3,640,620
Residential Loans

Jun 2022

N/A

LIBOR + 2.64%

37,046

400,000

23,866

11,835
Infrastructure Loans

Feb 2022

N/A

LIBOR + 2.00%

244,862

500,000

206,288

188,198
Conduit Loans

Feb 2021 to Jun 2023

Feb 2022 to Jun 2024

LIBOR + 1.93%

171,497

350,000

127,162

86,575
CMBS/RMBS

Oct 2020 to Dec 2029
(e)
Aug 2021 to Jun 2030
(e)
(f)

1,155,313

750,544

634,791
(g)

682,229
Total Repurchase Agreements

8,252,440

10,748,082

5,548,772

4,609,457
Other Secured Financing:

Borrowing Base Facility

Apr 2022

Apr 2024

LIBOR + 2.25%

50,194

650,000
(h)

37,594

198,955
Commercial Financing Facility

Mar 2022

Mar 2029

GBP LIBOR + 1.75%
��

95,077

76,721

76,721

—
Residential Financing Facility

Sep 2022

Sep 2025

3.50%

—

250,000

—

—
Infrastructure Acquisition Facility

Sep 2021

Sep 2022

(i)

710,572

701,370

572,382

603,642
Infrastructure Financing Facilities

Jul 2022 to Oct 2022

Oct 2024 to Jul 2027

LIBOR + 2.11%

583,319

1,250,000

464,487

428,206
Property Mortgages - Fixed rate

Nov 2024 to Aug 2052
(j)
N/A

4.00%

1,288,513

1,077,800

1,077,800

1,196,492
Property Mortgages - Variable rate

Nov 2021 to Jul 2030

N/A

(k)

926,495

927,300

908,906

696,503
Term Loan and Revolver

(l)

N/A

(l)

N/A
(l)

516,000

396,000

399,000
FHLB

Feb 2021

N/A

1.99%

948,409

1,600,000

619,500

867,870
Total Other Secured Financing

4,602,579

7,049,191

4,153,390

4,390,668

$
12,855,019

$
17,797,273

9,702,162

9,000,125
Unamortized net discount

(9,908)

(8,347)
Unamortized deferred financing costs

(76,362)

(85,730)

$
9,615,892

$
8,906,048
Subject to certain conditions as defined in the respective facility agreement.

(b)For certain facilities, borrowings collateralized by loans existing at maturity may remain outstanding until such loan collateral matures, subject to certain specified conditions.

(c)Certain facilities with an outstanding balance of $1.7 billion as of June 30, 2021 are indexed to GBP LIBOR and EURIBOR. The remainder have a weighted average rate of LIBOR + 2.07%.

(d)Certain facilities with an aggregate initial maximum facility size of $8.4 billion may be increased to $9.3 billion, subject to certain conditions. The $9.3 billion amount includes such upsizes.

~~(a)~~

~~Subject to certain conditions as defined in the respective facility agreement.~~

(e)Certain facilities with an outstanding balance of $286.8 million as of June 30, 2021 carry a rolling 11-month or 12-month term which may reset monthly or quarterly with the lender's consent. These facilities carry no maximum facility size.

(f)A facility with an outstanding balance of $243.2 million as of June 30, 2021 has a weighted average fixed annual interest rate of 3.21%. All other facilities are variable rate with a weighted average rate of LIBOR + 1.84%.

(g)Includes: (i) $243.2 million outstanding on a repurchase facility that is not subject to margin calls; and (ii) $38.3 million outstanding on one of our repurchase facilities that represents the 49% pro rata share owed by a non-controlling partner in a consolidated joint venture (see Note 14).

(h)The initial maximum facility size of $300.0 million may be increased to $650.0 million, subject to certain conditions.

(i)Consists of an annual interest rate of the applicable currency benchmark index + 2.00%.

(j)The weighted average maturity is 6.2 years as of June 30, 2021.

(k)Includes a $600.0 million first mortgage and mezzanine loan secured by our Medical Office Portfolio. This debt has a weighted average interest rate of LIBOR + 2.07% that we swapped to a fixed rate of 3.34%. The remainder have a weighted average rate of LIBOR + 2.61%.

(l)Consists of: (i) a $641.8 million term loan facility that matures in July 2026, of which $393.0 million has an annual interest rate of LIBOR + 2.50% and $248.8 million has an annual interest rate of LIBOR + 3.50%, subject to a 75 bps

~~(b)~~

~~For certain facilities, borrowings collateralized by loans existing at maturity may remain outstanding until such loan collateral matures, subject to certain specified conditions.~~

~~(c)~~

~~Certain facilities with an outstanding balance of $1.3 billion as of September 30, 2020 are indexed to GBP LIBOR and EURIBOR. The remainder have a weighted average rate of LIBOR + 2.02%.~~

~~(d)~~

~~The aggregate initial maximum facility size of $8.7 billion may be increased at our option, subject to certain conditions. This amount includes such upsizes.~~

~~(e)~~

~~Certain facilities with an outstanding balance of $285.9 million as of September 30, 2020 carry a rolling~~ ~~11-month or 12-month term which may reset monthly or quarterly with the lender's consent. These facilities carry no maximum facility size.~~

~~(f)~~

~~A facility with an outstanding balance of $184.2 million as of September 30, 2020 has a fixed annual interest rate of 3.50%. All other facilities are variable rate with a weighted average rate of LIBOR + 1.57%.~~

~~(g)~~

Includes: (i) $184.2 million outstanding on a repurchase facility that is not subject to margin calls; and (ii) $41.3 million outstanding on one of our repurchase facilities that represents the 49% pro rata share owed by a non-controlling partner in a consolidated joint venture (see Note 14).

~~(h)~~

~~The initial maximum facility size of $300.0 million may be increased to $650.0 million, subject to certain conditions.~~

~~(i)~~

~~Consists of an annual interest rate of the applicable currency benchmark index + 2.00%.~~

~~(j)~~

~~The weighted average maturity is 7.0 years as of September 30, 2020.~~

Table of Contents

~~(k)~~

Includes a $600.0 million first mortgage and mezzanine loan secured by our Medical Office Portfolio. This debt has a weighted average interest rate of LIBOR + 2.07% that we swapped to a fixed rate of 3.34%. The remainder have a weighted average rate of LIBOR + 2.63%.

~~(l)~~

Consists of: (i) a $396.0 million term loan facility that matures in July 2026 with an annual interest rate of LIBOR + 2.50%; and (ii) a $120.0 million revolving credit facility that matures in July 2024 with an annual interest rate of LIBOR + 3.00%. These facilities are secured by the equity interests in certain of our subsidiaries which totaled $3.7 billion as of September 30, 2020.

LIBOR floor, and (ii) a $120.0 million revolving credit facility that matures in July 2024 with an annual interest rate of LIBOR + 3.00%. These facilities are secured by the equity interests in certain of our subsidiaries which totaled $4.0 billion as of June 30, 2021.

In the normal course of business, the Company is in discussions with its lenders to extend, amend or ~~amend~~replace any financing facilities which contain near term expirations.

In January ~~2020,~~2021, we entered into a ~~CMBS/RMBS~~Residential Loans repurchase facility to finance ~~certain CMBS investments within a consolidated joint venture in which we hold a 51% ownership interest.~~residential loans. The facility carries a ~~rolling 12-month~~one-year term, which ~~may reset quarterly with the lender’s consent~~we intend to extend every three months, and an annual interest rate of ~~three-month~~one-month LIBOR + ~~1.35%~~2.00% to ~~1.85%.~~2.50%, subject to a 25 bps LIBOR floor. The ~~facility’s~~ maximum facility size ~~is at the discretion of the lender. This facility does not permit valuation adjustments based on capital markets activity.~~

~~In February 2020, we amended a Commercial Loans repurchase facility~~was initially $375.0 million and was increased to ~~increase available borrowings by $200.0 million to $1.8 billion.~~

$1.0 billion in March 2021.

In March ~~2020, we amended an Infrastructure Financing Facility to increase available borrowings by $250.0 million to $750.0 million.~~

In March 2020, we entered into a Commercial Financing Facility to finance non-U.S. commercial loans held-for-investment. The facility carries a two-year initial term with 3 one-year extension options and includes an option to extend the maturity for each underlying asset for up to ~~four~~ additional years. The facility has an annual interest rate of GBP LIBOR + 1.75%. This facility shares up to $500.0 million of $2.0 billion of maximum borrowings with a Commercial Loans repurchase facility.

~~In June 2020, we amended a Residential Loans repurchase facility with a maximum facility size of $400.0 million to extend the current maturity from February~~ 2021, ~~to June 2022.~~

In June 2020, we amended a Commercial Loans repurchase facility and a Conduit Loans repurchase facility with an aggregate maximum facility size of $950.0 million to extend the current maturity from June 2022 to June 2023.

~~During the three months ended June 30, 2020,~~ we entered into mortgage loans with total borrowings of ~~$217.1~~$82.9 million to refinance our Woodstar III Portfolio. The loans carry ~~ten-year~~seven-year terms and a weighted average fixed annual interest ~~rates~~rate of ~~LIBOR + 2.71%~~4.36%. A portion of the net proceeds from the mortgage loans was used to repay ~~$117.0~~$4.9 million of outstanding government sponsored mortgage loans. ~~We recognized a loss on extinguishment of debt of $2.2 million in our condensed consolidated statement of operations in connection with the repayment of the government sponsored mortgage loans.~~

~~During the three months ended September 30, 2020, we extended maturities by a period of~~ ~~one~~ to two years on 7 facilities with an aggregate maximum facility size of $5.1 billion, including $4.6 billion related to commercial lending facilities and $500.0 million related to infrastructure lending facilities.

In ~~September 2020,~~May 2021, we entered into a Residential ~~Loan Financing~~Loans repurchase facility to finance residential ~~loans held-for-sale.~~loans. The facility carries a ~~two-year initial~~15-month term, ~~with the option to subsequently convert the loan~~which renews to a ~~three-year~~new 15-month term ~~loan. The facility has a maximum facility size of $250.0 million~~every three months, and an annual interest rate of ~~the greater of 3.50% or~~ one-month LIBOR + ~~2.75%. This~~2.25%, subject to a 15 bps LIBOR floor. The maximum facility ~~does not permit valuation adjustments based on capital markets activity.~~

size is $150.0 million.

Our secured financing agreements contain certain financial tests and covenants. As of ~~September~~June 30, ~~2020,~~2021, we were in compliance with all such covenants.

We seek to mitigate risks associated with our repurchase agreements by managing risk related to the credit quality of our assets, interest rates, liquidity, prepayment speeds and market value. The margin call provisions under the majority of our repurchase facilities, consisting of ~~75%~~64% of these agreements, do not permit valuation adjustments based

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on capital markets activity. Instead, margin calls on these facilities are limited to collateral-specific credit marks. To monitor credit risk associated with the performance and value of our loans and investments, our asset management team regularly reviews our investment portfolios and is in regular contact with our borrowers, monitoring performance of the collateral and enforcing our rights as necessary. For the ~~25%~~36% of repurchase agreements containing margin call provisions for general capital markets activity, approximately ~~17%~~10% of these pertain to our loans held-for-sale, for which we manage credit risk through the purchase of credit index instruments. We further seek to manage risks associated with our repurchase agreements by matching the maturities and interest rate characteristics of our loans with the related repurchase agreement.

For the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, approximately ~~$9.5~~$8.9 million and ~~$27.3~~$18.4 million, respectively, of amortization of deferred financing costs from secured financing agreements was included in interest expense on our condensed consolidated statements of operations. For the three and ~~nine~~six months ended ~~September~~June 30, ~~2019,~~2020, approximately ~~$8.1~~$9.0 million and ~~$24.9~~$17.8 million, respectively, of amortization of deferred financing costs from secured financing agreements was included in interest expense on our condensed consolidated statements of operations.

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Collateralized Loan Obligations

Commercial and Residential Lending Segment

In May 2021, we refinanced a pool of our commercial loans held-for-investment through a CLO, STWD 2021-FL2. On the closing date, the CLO issued $1.3 billion of notes and preferred shares, of which $1.1 billion of notes was purchased by third party investors. We retained $70.1 million of notes, along with preferred shares with a liquidation preference of $127.5 million. The CLO contains a reinvestment feature that, subject to certain eligibility criteria, allows us to contribute new loans or participation interests in loans to the CLO in exchange for cash. The reinvestment feature was not utilized during the three months ended June 30, 2021.

In August 2019, we refinanced a pool of our commercial loans held-for-investment through a CLO, STWD 2019-FL1. On the closing date, the CLO issued $1.1 billion ~~principal amount~~ of notes and preferred shares, of which $936.4 million of notes was purchased by third party investors. We retained $86.6 million of notes, along with preferred shares with a liquidation preference of $77.0 million. The CLO contains a reinvestment feature that, subject to certain eligibility criteria, allows us to contribute new loans or participation interests in loans to the CLO in exchange for cash. During the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, we utilized the reinvestment feature, contributing ~~$88.1~~$99.6 million of additional interests into the CLO.

Infrastructure Lending Segment

In April 2021, we refinanced a pool of our infrastructure loans held-for-investment through a new issue CLO, STWD 2021-SIF1. On the closing date, the CLO issued $500.0 million of notes and preferred shares, of which $410.0 million of notes was purchased by third party investors. We retained preferred shares with a liquidation preference of $90.0 million. The CLO contains a reinvestment feature that, subject to certain eligibility criteria, allows us to contribute new loans or participation interests in loans to the CLO in exchange for cash. The CLO also contains a ramp-up feature that, for a certain period of time after the closing date, allows us to utilize unused proceeds of the CLO to acquire additional collateral to complete the CLO portfolio. During the three months ended June 30, 2021, the ramp-up feature was utilized, with the CLO acquiring $75.2 million of additional assets. The reinvestment feature was not utilized during the three months ended June 30, 2021.

The following table is a summary of our CLOs as of June 30, 2021 and December 31, 2020 (amounts in thousands):


June 30, 2021	Count	Face Amount		Carrying Value		Weighted Average Spread		Maturity
STWD 2019-FL1
Collateral assets	27	$	1,096,200	$	1,103,619	LIBOR + 4.22%	(a)	May 2024	(b)
Financing	1	936,375		931,802		SOFR + 1.63%	(c)	July 2038	(d)
STWD 2021-FL2
Collateral assets	24	1,272,919		1,278,839		LIBOR + 4.24%	(a)	December 2024	(b)
Financing	1	1,077,375		1,068,271		LIBOR + 1.79%	(c)	April 2038	(d)
STWD 2021-SIF1
Collateral assets	29	471,324		504,988		LIBOR + 3.90%	(a)	February 2026	(b)
Financing	1	410,000		404,599		LIBOR + 2.15%	(c)	April 2032	(d)
Total
Collateral assets		$	2,840,443	$	2,887,446
Financing		$	2,423,750	$	2,404,672

December 31, 2020
STWD 2019-FL1
Collateral assets	23	$	1,002,445	$	1,099,439	LIBOR + 3.93%	(a)	Apr 2024	(b)
Financing	1	936,375		930,554		LIBOR + 1.64%	(c)	July 2038	(d)

(a)Represents the weighted-average coupon earned on variable rate loans during the respective year-to-date period. Of the loans financed by the STWD 2021-FL2 CLO as of ~~September~~June 30, ~~2020 and December 31, 2019 (amounts in thousands):~~

2021, 7% earned fixed-rate weighted average interest of 7.81%. Of the loans financed by the STWD 2021-SIF1 CLO as of June 30, 2021, 2% earned fixed-rate weighted average interest of 5.62%.

(b)

Face

Carrying

Weighted

September 30, 2020

Count

Amount

Value

Average Spread

Maturity

Collateral assets

24

$
1,099,672

$
1,099,558

LIBOR + 3.83%
(a)
Feb 2024
(b)
Financing

1

936,375

929,931

LIBOR + 1.64%
(c)
July 2038
(d)

December 31, 2019

Collateral assets

20

$
1,073,504

$
1,073,504

LIBOR + 3.34%
(a)
Nov 2023
(b)
Financing

1

936,375

928,060

LIBOR + 1.65%
(c)
July 2038
(d)
Represents the weighted-average maturity, assuming the extended contractual maturity of the collateral assets.

(c)Represents the weighted-average cost of financing incurred during the respective year-to-date period, inclusive of deferred issuance costs.

~~(a)~~

Represents the weighted-average coupon earned on variable rate loans during the respective year-to-date period. Of the loans financed by the CLO as of September 30, 2020, 9% earned fixed-rate weighted average interest of 6.84%.

~~(b)~~

~~Represents the weighted-average maturity, assuming the extended contractual maturity of the collateral assets.~~

~~(c)~~

~~Represents the weighted-average cost of financing incurred during the respective year-to-date period, inclusive of deferred issuance costs.~~

~~(d)~~

~~Repayments of the CLO are tied to timing of the related collateral asset repayments. The term of the CLO financing obligation represents the legal final maturity date.~~

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(d)Repayments of the CLO are tied to timing of the related collateral asset repayments. The term of the CLO financing obligation represents the legal final maturity date.

We incurred ~~$9.2~~$24.5 million of issuance costs in connection with the ~~CLO,~~CLOs, which are amortized on an effective yield basis over the estimated life of the ~~CLO.~~CLOs. For the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, approximately ~~$0.7~~$1.4 million and ~~$1.9~~$2.0 million, respectively, of amortization of deferred financing costs was included in interest expense on our condensed consolidated statements of operations. For the three and six months ended June 30, 2020, approximately $0.6 million and $1.2 million, respectively, of amortization of deferred financing costs was included in interest expense. As of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, our unamortized issuance costs were ~~$6.4~~$19.1 million and ~~$8.3~~$5.8 million, respectively.

The ~~CLO is~~CLOs are considered ~~a VIE,~~VIEs, for which we are deemed the primary beneficiary. We therefore consolidate the ~~CLO.~~CLOs. Refer to Note 14 for further discussion.

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Maturities

Our credit facilities generally require principal to be paid down prior to the facilities’ respective maturities if and when we receive principal payments on, or sell, the investment collateral that we have pledged. The following table sets forth our principal repayments schedule for secured financings based on the earlier of (i) the extended contractual maturity of each credit facility or (ii) the extended contractual maturity of each of the investments that have been pledged as collateral under the respective credit facility (amounts in thousands):


	Repurchase Agreements		Other Secured Financing		CLOs (a)		Total
2021 (remainder of)	$	407,717	$	43,004	$	33,136	$	483,857
2022	1,152,883		267,988		132,442		1,553,313
2023	940,751		817,388		726,149		2,484,288
2024	1,388,446		351,343		474,478		2,214,267
2025	1,731,070		256,176		629,893		2,617,139
Thereafter	689,254		1,966,264		427,652		3,083,170
Total	$	6,310,121	$	3,702,163	$	2,423,750	$	12,436,034

(a)

Does not assume utilization of the reinvestment features.

Repurchase

Other Secured


Agreements

Financing

CLO

Total
2020 (remainder of)

$
80,429

$
311,142

$
—

$
391,571
2021

764,290

782,007

—

1,546,297
2022

1,364,073

547,960

—

1,912,033
2023

1,108,155

706,658

—

1,814,813
2024

843,591

235,852

—

1,079,443
Thereafter

1,388,234

1,569,771

936,375
(a)

3,894,380
Total

$
5,548,772

$
4,153,390

$
936,375

$
10,638,537

~~(a)~~

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~~Assumes utilization of the reinvestment feature.~~

10. Unsecured Senior Notes

The following table is a summary of our unsecured senior notes outstanding as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 (dollars in thousands):


	Coupon Rate			Effective Rate (1)		Maturity Date	Remaining Period of Amortization	Carrying Value at
								June 30, 2021		December 31, 2020
2021 Senior Notes	5.00	%		5.32	%	12/15/2021	0.5 years	$	700,000	$	700,000
2023 Senior Notes	5.50	%		5.71	%	11/1/2023	2.3 years	300,000		300,000
2023 Convertible Notes	4.38	%		4.57	%	4/1/2023	1.8 years	250,000		250,000
2025 Senior Notes	4.75	%	(2)	5.04	%	3/15/2025	3.7 years	500,000		500,000
Total principal amount								1,750,000		1,750,000
Unamortized discount—Convertible Notes								(800)		(2,559)
Unamortized discount—Senior Notes								(7,370)		(9,332)
Unamortized deferred financing costs								(4,447)		(5,589)
Carrying amount of debt components								$	1,737,383	$	1,732,520
Carrying amount of conversion option equity components recorded in additional paid-in capital for outstanding convertible notes								N/A		$	3,755

Remaining

Coupon

Effective

Maturity

Period of

Carrying Value at

Rate

Rate (1)

Date

Amortization

September 30, 2020

December 31, 2019
2021 Senior Notes (February)

3.63
%
(2)
3.89
%
2/1/2021

0.3
years

$
500,000

$
500,000
2021 Senior Notes (December)

5.00
%

5.32
%
12/15/2021

1.2
years

700,000

700,000
2023 Convertible Notes

4.38
%

4.86
%
4/1/2023

2.5
years

250,000

250,000
2025 Senior Notes

4.75
%
(3)
5.04
%
3/15/2025

4.5
years

500,000

500,000
Total principal amount

1,950,000

1,950,000
Unamortized discount—Convertible Notes

(2,826)

(3,610)
Unamortized discount—Senior Notes

(8,790)

(12,144)
Unamortized deferred financing costs

(3,829)

(5,624)
Carrying amount of debt components

$
1,934,555

$
1,928,622
Carrying amount of conversion option equity components recorded in additional paid-in capital for outstanding convertible notes

$
3,755

$
3,755

(1)Effective rate includes the effects of underwriter purchase discount.

(2)The coupon on the 2025 Senior Notes is 4.75%. At closing, we swapped $470.0 million of the notes to a floating rate of LIBOR + 2.53%.

~~(1)~~

Effective rate includes the effects of underwriter purchase discount and the adjustment for the conversion option on our Convertible Notes, the value of which reduced the initial liability and was recorded in additional paid-in-capital.

~~(2)~~

~~The coupon on the February 2021 Senior Notes is 3.63%. At closing, we swapped the notes to a floating rate of LIBOR + 1.28%.~~

~~(3)~~

~~The coupon on the 2025 Senior Notes is 4.75%. At closing, we swapped $470.0 million of the notes to a floating rate of LIBOR + 2.53%.~~

Our unsecured senior notes contain certain financial tests and covenants. As of ~~September~~June 30, ~~2020,~~2021, we were in compliance with all such covenants.

Convertible Senior Notes

On March 29, 2017, we issued $250.0 million of 4.375% Convertible Senior Notes due 2023 (the “2023 Convertible Notes”) which remain outstanding at June 30, 2021 and mature on April 1, 2023.

We recognized interest expense of $2.9 million and $5.8 million during the three and six months ended June 30, 2021, respectively, from our Convertible Notes. We recognized interest expense of $3.1 million and ~~$9.2~~$6.1 million during the three and ~~nine~~six months ended ~~September~~June 30, 2020, respectively, from our ~~unsecured~~ Convertible Notes. ~~We recognized interest expense of $3.1~~

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~~million and $9.3 million during the three and nine months ended September 30, 2019, respectively, from our unsecured Convertible Notes.~~

The following table details the conversion attributes of our Convertible Notes outstanding as of ~~September~~June 30, ~~2020:~~2021 (amounts in thousands, except rates):


	June 30, 2021
	Conversion	Conversion
	Rate (1)	Price (2)
2023 Convertible Notes	38.5959	$	25.91

September 30, 2020

Conversion

Conversion

Rate (1)

Price (2)
2023 Convertible Notes

38.5959

$
25.91

(1)The conversion rate represents the number of shares of common stock issuable per $1,000 principal amount of 2023 Convertible Notes converted, as adjusted in accordance with the indenture governing the 2023 Convertible Notes (including the applicable supplemental indenture).

(2)As of June 30, 2021, the market price of the Company’s common stock was $26.17.

~~(1)~~

The conversion rate represents the number of shares of common stock issuable per $1,000 principal amount of Convertible Notes converted, as adjusted in accordance with the indentures governing the Convertible Notes (including the applicable supplemental indentures).

~~(2)~~

~~As of September 30, 2020, the market price of the Company’s common stock was $15.09 per share.~~

The if-converted value of the 2023 Convertible Notes ~~was less than~~exceeded their principal amount by ~~$104.4~~$2.5 million at ~~September~~June 30, ~~2020~~2021 as the closing market priceof the Company’s common stock of ~~$15.09 was less than~~$26.17 exceeded the implicit conversion price of $25.91 per share. The if-converted value of the principal amount of the 2023 Convertible Notes was ~~$145.6~~$252.5 million as of ~~September~~June 30, ~~2020.~~2021. As of June 30, 2021, the net carrying amount and fair value of the 2023 Convertible Notes was $248.8 million and $256.6 million, respectively.

Upon conversion of the 2023 Convertible Notes, settlement may be made in common stock, cash or a combination of both, at the option of the Company.

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Conditions for Conversion

Prior to October 1, 2022, the 2023 Convertible Notes will be convertible only upon satisfaction of 1 or more of the following conditions: (1) the closing market price of the Company’s common stock is at least 110% of the conversion price of the 2023 Convertible Notes for at least 20 out of 30 trading days prior to the end of the preceding fiscal quarter, (2) the trading price of the 2023 Convertible Notes is less than 98% of the product of (i) the conversion rate and (ii) the closing price of the Company’s common stock during any five

consecutive trading day period, (3) the Company issues certain equity instruments at less than the 10-day average closing market price of its common stock or the per-share value of certain distributions exceeds the market price of the Company’s common stock by more than 10% or (4) certain other specified corporate events (significant consolidation, sale, merger, share exchange, fundamental change, etc.) occur.

On or after October 1, 2022, holders of the 2023 Convertible Notes may convert each of their notes at the applicable conversion rate at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date.

11. Loan Securitization/Sale Activities

As described below, we regularly sell loans and notes under various strategies. We evaluate such sales as to whether they meet the criteria for treatment as a sale—legal isolation, ability of transferee to pledge or exchange the transferred assets without constraint and transfer of control.

Loan Securitizations

Within the Investing and Servicing Segment, we originate commercial mortgage loans with the intent to sell these mortgage loans to VIEs for the purposes of securitization. These VIEs then issue CMBS that are collateralized in part by these assets, as well as other assets transferred to the VIE by third parties. Within the Commercial and Residential Lending Segment, we acquire residential ~~mortgage~~ loans with the intent to sell these mortgage loans to VIEs for the purpose of securitization. These VIEs then issue RMBS that are collateralized by these assets.

In certain instances, we retain an interest in the CMBS or RMBS VIE ~~and/or~~and serve as special servicer or servicing administrator for the VIE. In these circumstances, we generally consolidate the VIE into which the loans were sold. The securitizations are subject to optional redemption after a certain period of time or when the pool balance falls below a specified threshold.

The following summarizes the face amount and proceeds of commercial and residential loans securitized for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 (amounts in thousands):

Commercial Loans

Residential Loans


Face Amount

Proceeds

Face Amount

Proceeds
For the Three Months Ended September 30,

2020

$
151,295

$
157,497

$
478,911

$
499,321
2019

262,528

274,714

545,976

569,590
For the Nine Months Ended September 30,

2020

$
487,130

$
509,890

$
1,443,691

$
1,487,761
2019

787,160

826,932

886,187

921,602


	Commercial Loans				Residential Loans
	Face Amount		Proceeds		Face Amount		Proceeds
For the Three Months Ended June 30,
2021	$	304,604	$	321,377	$	564,429	$	583,877
2020	0		0		583,501		589,693
For the Six Months Ended June 30,
2021	$	389,641	$	411,087	$	947,978	$	973,675
2020	335,835		352,393		964,780		988,440

The securitization of these commercial and residential loans does not result in a discrete gain or loss since they are carried under the fair value option.

Our securitizations have each been structured as bankruptcy-remote entities whose assets are not intended to be available to the creditors of any other party.

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Commercial and Residential Loan Sales

Within the Commercial and Residential Lending Segment, we originate or acquire commercial mortgage loans, subsequently selling all or a portion thereof. Typically, our motivation for entering into these transactions is to effectively create leverage on the subordinated position that we will retain and hold for investment. We also may sell certain of our previously-acquired residential loans to third parties outside a securitization. The following table summarizes our loans sold by the Commercial and Residential Lending Segment, net of expenses (amounts in thousands):


	Loan Transfers Accounted for as Sales
	Commercial Loans				Residential Loans
	Face amount (1)		Proceeds (1)		Face Amount		Proceeds
For the Three Months Ended June 30,
2021	$	232,670	$	229,490	$	383	$	398
2020	399,132		396,078		0		0
For the Six Months Ended June 30,
2021	$	232,670	$	229,490	$	89,801	$	92,817
2020	399,132		396,078		550		604

(1)

Loan Transfers Accounted for as Sales

Commercial

Residential


Face Amount (1)

Proceeds (1)

Face Amount

Proceeds
For the Three Months Ended September 30,

2020

$
—

$
—

$
—

$
—
2019

53,288

53,249

1,684

1,743
For the Nine Months Ended September 30,

2020

$
399,132

$
396,078

$
550

$
604
2019

554,710

551,700

25,526

26,260

~~(1)~~

During the nine months ended September 30, 2020, we sold $230.9 million and $168.2 million of senior interests in first mortgage loans and whole loan interests, respectively, for proceeds of $224.1 million and $172.0 million, respectively. During the nine months ended September 30, 2019, all sales were of senior interests in first mortgage loans.

During both the ~~nine~~three and six months ended ~~September~~June 30, 2021, we sold $210.1 million of senior interests in first mortgage loans and $22.6 million of whole loan interests for proceeds of $208.0 million and $21.5 million, respectively. During both the three and six months ended June 30, 2020, we sold $230.9 million of senior interests in first mortgage loans and $168.2 million of whole loan interests for proceeds of $224.1 million and $172.0 million, respectively.

During both the three and six months ended June 30, 2021, losses recognized by the Commercial and Residential Lending Segment on sales of commercial loans were $1.0 million. During both the three and six months ended June 30, 2020, losses recognized by the Commercial and Residential Lending Segment on sales of commercial loans were $1.0 million. ~~There were 0 sales of commercial loans during the three months ended September 30, 2020.~~

Infrastructure Loan Sales

During both the three and ~~nine~~six months ended ~~September~~June 30, ~~2019, gains recognized by~~2021, the ~~Commercial and Residential~~Infrastructure Lending Segment ~~on sales~~sold loans held-for-sale with an aggregate face amount of ~~commercial loans were $0.5~~$2.5 million ~~and $3.5~~for proceeds of $2.5 million, ~~respectively. The sale of residential loans does not result in a discrete gain or loss since they are carried under the fair value option.~~

~~Infrastructure Loan Sales~~

recognizing immaterial gains. During the ~~nine~~six months ended ~~September~~June 30, 2020, the Infrastructure Lending Segment sold loans held-for-sale with an aggregate face amount of $38.7 million for proceeds of $38.4 million, recognizing gains of $0.3 million. There were 0no sales of loans by the Infrastructure Lending Segment during the three months ended ~~September~~June 30, 2020. ~~During the three and nine months ended September 30, 2019, the Infrastructure Lending Segment sold loans held-for-sale with an aggregate face amount~~

Table of ~~$47.3 million and $404.1 million, respectively, for proceeds of $47.0 million and $393.3 million. A gain of $3.1 million was recognized during the nine months ended September 30, 2019. There was~~ Contents

no gain recognized during the three months ended September 30, 2019. In connection with these sales, we sold an interest rate swap guarantee for cash payment of $3.1 million and recognized a decrease in fair value of $2.7 million within (loss) gain on derivative financial instruments, net in our condensed consolidated statement of operations during the nine months ended September 30, 2019. Refer to Note 12 for further discussion of our interest rate swap guarantees.

12. Derivatives and Hedging Activity

Risk Management Objective of Using Derivatives

We are exposed to certain risks arising from both our business operations and economic conditions. Refer to Note 13 to the consolidated financial statements included in our Form 10-K for further discussion of our risk management objectives and policies.

Designated Hedges

The Company does not generally elect to apply the hedge accounting designation to its hedging instruments. As of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the Company did not have any designated hedges.

~~Table of Contents~~

Non-designated Hedges and Derivatives

We have entered into the following types of non-designated hedges and derivatives:

•

●

Foreign exchange (“Fx”) forwards whereby we agree to buy or sell a specified amount of foreign currency for a specified amount of USD at a future date, economically fixing the USD amounts of foreign denominated cash flows we expect to receive or pay related to certain foreign denominated loan investments and properties;

●

~~Interest rate contracts which hedge a portion of our exposure to changes in interest rates;~~

●

~~Credit index instruments which hedge a portion of our exposure to the credit risk of our commercial loans held-for-sale; and~~

●

Interest rate swap guarantees whereby we guarantee the interest rate swap obligations of certain Infrastructure Lending borrowers. Our interest rate swap guarantees were assumed in connection with the acquisition of the Infrastructure Lending Segment.

•Interest rate contracts which hedge a portion of our exposure to changes in interest rates;

•Credit index instruments which hedge a portion of our exposure to the credit risk of our commercial loans held-for-sale; and

•Interest rate swap guarantees whereby we guarantee the interest rate swap obligations of certain Infrastructure Lending borrowers. Our interest rate swap guarantees were assumed in connection with the acquisition of the Infrastructure Lending Segment.

The following table summarizes our non-designated derivatives as of ~~September~~June 30, ~~2020~~2021 (notional amounts in thousands):

Type of Derivative

Number of Contracts

Aggregate Notional Amount

Notional Currency

Maturity

Fx contracts – Buy Euros ("EUR")

8,442

EUR

August 2021 – November 2022

Fx contracts – Buy Pounds Sterling ("GBP")

10,685

GBP

July 2021 – July 2022

Fx contracts – Sell EUR

167

299,977

EUR

July 2021 – November 2025

Fx contracts – Sell GBP

128

571,689

GBP

July 2021 – May 2024

Fx contracts – Sell Australian dollar ("AUD")

208,622

AUD

August 2021 – June 2022

Interest rate swaps – Paying fixed rates

1,917,729

USD

May 2023 – July 2031

Interest rate swaps – Receiving fixed rates

470,000

USD

March 2025

Interest rate caps

939,893

USD

November 2021 – April 2025

Credit index instruments

49,000

USD

September 2058 – August 2061

Interest rate swap guarantees

315,425

USD

May 2022 – June 2025

Total

393

Type of Derivative

Number of Contracts

Aggregate Notional Amount

Notional Currency

Maturity
Fx contracts – Buy Euros ("EUR")

1

1,915

EUR

November 2022
Fx contracts – Sell EUR

289

250,530

EUR

October 2020 – November 2025
Fx contracts – Sell Pounds Sterling ("GBP")

120

373,948

GBP

October 2020 – May 2024
Fx contracts – Sell Australian dollar ("AUD")

13

126,546

AUD

August 2021 – November 2021
Interest rate swaps – Paying fixed rates

56

1,755,593

USD

March 2023 – September 2030
Interest rate swaps – Receiving fixed rates

2

970,000

USD

January 2021 - March 2025
Interest rate caps

22

951,462

USD

October 2020 – April 2025
Credit index instruments

4

69,000

USD

September 2058 – August 2061
Interest rate swap guarantees

6

383,080

USD

March 2022 – June 2025
Total

513

The table below presents the fair value of our derivative financial instruments as well as their classification on the condensed consolidated balance sheets as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 (amounts in thousands):


	Fair Value of Derivatives in an Asset Position (1) as of				Fair Value of Derivatives in a Liability Position (2) as of
	June 30, 2021		December 31, 2020		June 30, 2021		December 31, 2020
Interest rate contracts	$	23,588	$	33,841	$	0	$	4
Interest rate swap guarantees	0		0		353		849
Foreign exchange contracts	12,027		6,585		32,296		39,951
Credit index instruments	0		129		412		520
Total derivatives	$	35,615	$	40,555	$	33,061	$	41,324

(1)

Fair Value of Derivatives

Fair Value of Derivatives

in an Asset Position (1) as of

in a Liability Position (2) as of

September 30,

December 31,

September 30,

December 31,

2020

2019

2020

2019
Interest rate contracts

$
38,479

$
14,385

$
3,097

$
—
Interest rate swap guarantees

—

—

958

614
Foreign exchange contracts

25,805

14,558

9,397

7,834
Credit index instruments

541

—

—

292
Total derivatives

$
64,825

$
28,943

$
13,452

$
8,740
Classified as derivative assets in our condensed consolidated balance sheets.

~~(1)~~

~~Classified as derivative assets in our condensed consolidated balance sheets.~~(2)

~~(2)~~

Classified as derivative liabilities in our condensed consolidated balance sheets.

Table of Contents

The ~~tables~~table below ~~present~~presents the effect of our derivative financial instruments on the condensed consolidated statements of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 (amounts in thousands):


Derivatives Not Designated as Hedging Instruments	Location of Gain (Loss) Recognized in Income	Amount of Gain (Loss) Recognized in Income for the Three Months Ended June 30,				Amount of Gain (Loss) Recognized in Income for the Six Months Ended June 30,
		2021		2020		2021		2020
Interest rate contracts	(Loss) gain on derivative financial instruments	$	(7,344)	$	(7,263)	$	12,814	$	(52,388)
Interest rate swap guarantees	(Loss) gain on derivative financial instruments	145		70		496		(605)
Foreign exchange contracts	(Loss) gain on derivative financial instruments	(2,540)		(7,107)		11,061		46,158
Credit index instruments	(Loss) gain on derivative financial instruments	(270)		(1,798)		(391)		447
		$	(10,009)	$	(16,098)	$	23,980	$	(6,388)

Amount of Gain (Loss)

Amount of Gain (Loss)

Recognized in Income for the

Recognized in Income for the
Derivatives Not Designated

Location of Gain (Loss)

Three Months Ended September 30,

Nine Months Ended September 30,
as Hedging Instruments

Recognized in Income

2020

2019

2020

2019
Interest rate contracts

(Loss) gain on derivative financial instruments

$
259

$
(7,898)

$
(52,129)

$
(21,733)
Interest rate swap guarantees

(Loss) gain on derivative financial instruments

260

(468)

(345)

(3,640)
Foreign exchange contracts

(Loss) gain on derivative financial instruments

(28,514)

30,426

17,644

46,116
Credit index instruments

(Loss) gain on derivative financial instruments

(102)

(127)

345

(1,049)

$
(28,097)

$
21,933

$
(34,485)

$
19,694

13. Offsetting Assets and Liabilities

The following tables present the potential effects of netting arrangements on our financial position for financial assets and liabilities within the scope of ASC 210-20, Balance Sheet—Offsetting, which for us are derivative assets and liabilities as well as repurchase agreement liabilities (amounts in thousands):


			(ii) Gross Amounts Offset in the Statement of Financial Position		(iii) = (i) - (ii) Net Amounts Presented in the Statement of Financial Position		(iv) Gross Amounts Not Offset in the Statement of Financial Position
	(i) Gross Amounts Recognized						Financial Instruments		Cash Collateral Received / Pledged		(v) = (iii) - (iv) Net Amount
As of June 30, 2021
Derivative assets	$	35,615	$	0	$	35,615	$	11,346	$	22,927	$	1,342
Derivative liabilities	$	33,061	$	0	$	33,061	$	11,346	$	20,547	$	1,168
Repurchase agreements	6,310,121		0		6,310,121		6,310,121		0		0
	$	6,343,182	$	0	$	6,343,182	$	6,321,467	$	20,547	$	1,168
As of December 31, 2020											$	—
Derivative assets	$	40,555	$	0	$	40,555	$	6,716	$	33,772	$	67
Derivative liabilities	$	41,324	$	0	$	41,324	$	6,716	$	27,416	$	7,192
Repurchase agreements	5,808,807		0		5,808,807		5,808,807		0		0
	$	5,850,131	$	0	$	5,850,131	$	5,815,523	$	27,416	$	7,192

(iv)

Gross Amounts Not

Offset in the Statement

(ii)

(iii) = (i) - (ii)

of Financial Position



Gross Amounts

Net Amounts



Cash


(i)

Offset in the

Presented in

Collateral

Gross Amounts

Statement of

the Statement of

Financial

Received /

(v) = (iii) - (iv)

Recognized

Financial Position

Financial Position

Instruments

Pledged

Net Amount
As of September 30, 2020

Derivative assets

$
64,825

$
—

$
64,825

$
9,397

$
39,842

$
15,586
Derivative liabilities

$
13,452

$
—

$
13,452

$
9,397

$
3,097

$
958
Repurchase agreements

5,548,772

—

5,548,772

5,548,772

—

—

$
5,562,224

$
—

$
5,562,224

$
5,558,169

$
3,097

$
958
As of December 31, 2019

Derivative assets

$
28,943

$
—

$
28,943

$
5,312

$
14,208

$
9,423
Derivative liabilities

$
8,740

$
—

$
8,740

$
5,312

$
292

$
3,136
Repurchase agreements

4,609,457

—

4,609,457

4,609,457

—

—

$
4,618,197

$
—

$
4,618,197

$
4,614,769

$
292

$
3,136

14. Variable Interest Entities

Investment Securities

As discussed in Note 2, we evaluate all of our investments and other interests in entities for consolidation, including our investments in CMBS, RMBS and our retained interests in securitization transactions we initiated, all of which are generally considered to be variable interests in VIEs.

Securitization VIEs consolidated in accordance with ASC 810 are structured as pass through entities that receive principal and interest on the underlying collateral and distribute those payments to the certificate holders. The assets and other instruments held by these securitization entities are restricted and can only be used to fulfill the obligations of the entity. Additionally, the obligations of the securitization entities do not have any recourse to the general credit of any other consolidated entities, nor to us as the primary beneficiary. The VIE liabilities initially represent investment securities on our balance sheet (pre-consolidation). Upon consolidation of these VIEs, our associated investment securities are eliminated, as is the interest income related to those securities. Similarly, the fees we earn in our roles as special servicer of the bonds issued by the consolidated VIEs or as collateral administrator of the consolidated VIEs are also eliminated. Finally, ~~an allocable~~a portion of the identified servicing intangible associated with the eliminated fee streams is eliminated in consolidation.

Table of Contents

VIEs in which we are the Primary Beneficiary

The inclusion of the assets and liabilities of securitization VIEs in which we are deemed the primary beneficiary has no economic effect on us. Our exposure to the obligations of securitization VIEs is generally limited to our investment in these entities. We are not obligated to provide, nor have we provided, any financial support for any of these consolidated structures.

~~During the year ended December 31, 2019,~~

As discussed in Note 9, we have refinanced ~~a pool~~various pools of our commercial and infrastructure loans held-for-investment through ~~a CLO,~~3 CLOs, which isare considered to be ~~a VIE.~~VIEs. We are the primary beneficiary of, and therefore consolidate, the ~~CLO~~CLOs in our financial statements as we have both (i) the power to direct the activities in our role as collateral manager or advisor that most significantly impact the ~~CLO’s~~CLOs’ economic performance, and (ii) the obligation to absorb losses and the right to receive benefits from the ~~CLO~~CLOs that could be potentially significant through the subordinate interests we own.

The following table details the assets and liabilities of our consolidated ~~CLO~~CLOs as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 (amounts in thousands):


	June 30, 2021		December 31, 2020
Assets:
Cash and cash equivalents	$	33,159	$	96,998
Loans held-for-investment	2,829,905		1,002,441
Investment securities	9,680		0
Accrued interest receivable	8,621		5,454
Other assets	6,081		557
Total Assets	$	2,887,446	$	1,105,450
Liabilities
Accounts payable, accrued expenses and other liabilities	$	3,212	$	663
Collateralized loan obligations, net	2,404,672		930,554
Total Liabilities	$	2,407,884	$	931,217

September 30, 2020

December 31, 2019
Assets:

Loans held-for-investment

$
1,099,558

1,073,504
Accrued interest receivable

3,082

3,129
Other assets

328

26,496
Total Assets

$
1,102,968

$
1,103,129
Liabilities

Accounts payable, accrued expenses and other liabilities

$
621

$
1,362
Collateralized loan obligations, net

929,931

928,060
Total Liabilities

$
930,552

$
929,422

Assets held by ~~this CLO~~the CLOs are restricted and can be used only to settle obligations of the ~~CLO,~~CLOs, including the subordinate interests owned by us. The liabilities of ~~this CLO~~the CLOs are non-recourse to us and can only be satisfied from the assets of the ~~CLO.~~CLOs.

We also hold controlling interests in other non-securitization entities that are considered VIEs. SPT Dolphin Intermediate LLC (“SPT Dolphin”), the entity which holds the Woodstar II Portfolio, is a VIE because the third party interest holders do not carry kick-out rights or substantive participating rights. We were deemed to be the primary beneficiary of the VIE because we possess both the power to direct the activities of the VIE that most significantly impact its economic performance and a significant economic interest in the entity. This VIE had total assets of ~~$676.5~~$677.0 million and liabilities of ~~$446.8~~$520.8 million as of ~~September~~June 30, ~~2020.~~

~~In December 2019, we entered into~~2021.

We also hold a ~~newly-formed~~51% controlling interest in a joint venture (the “CMBS JV”) within our Investing and Servicing Segment, which is considered a VIE because the third party interest holder does not carry kick-out rights or substantive participating rights. We ~~hold a 51% ownership interest and~~ are deemed the primary beneficiary of the CMBS JV. This VIE had total assets of ~~$332.4~~$338.9 million and liabilities of ~~$84.8~~$79.1 million as of ~~September~~June 30, ~~2020.~~2021. Refer to Note 16 for further discussion.

In addition to the above non-securitization entities, we have smaller VIEs with total assets of ~~$97.3~~$104.2 million and liabilities of ~~$53.8~~$54.0 million as of ~~September~~June 30, ~~2020.~~

2021.

VIEs in which we are not the Primary Beneficiary

In certain instances, we hold a variable interest in a VIE in the form of CMBS, but either (i) we are not appointed, or do not serve as, special servicer or servicing administrator or (ii) an unrelated third party has the rights to unilaterally remove us as special servicer without cause. In these instances, we do not have the power to direct activities that most significantly impact the VIE’s economic performance. In other cases, the variable interest we hold does not obligate us to absorb losses or provide us with the right to receive benefits from the VIE which could potentially be significant. For these structures, we are not deemed to be the primary beneficiary of the VIE, and we do not consolidate these VIEs.

Table of Contents

As of September 30, 2020, 5 of our collateralized debt obligation (“CDO”) structures within our Investing and Servicing Segment were in default or imminent default, which, pursuant to the underlying indentures, changes the rights of the variable interest holders. Upon default of a CDO, the trustee or senior note holders are allowed to exercise certain rights, including liquidation of the collateral, which at that time, is the activity which would most significantly impact the CDO’s economic performance. Further, when the CDO is in default, the collateral administrator no longer has the option to purchase securities from the CDO. In cases where the CDO is in default and we do not have the ability to exercise rights which would most significantly impact the CDO’s economic performance, we do not consolidate the VIE. As of September 30, 2020, NaN of these 5 CDO structures were consolidated.

As noted above, we are not obligated to provide, nor have we provided, any financial support for any of our securitization VIEs, whether or not we are deemed to be the primary beneficiary. As such, the risk associated with our involvement in these VIEs is limited to the carrying value of our investment in the entity. As of ~~September~~June 30, ~~2020,~~2021, our maximum risk of loss related to securitization VIEs in which we were not the primary beneficiary was ~~$23.5~~$19.0 million on a fair value basis.

As of ~~September~~June 30, ~~2020,~~2021, the securitization VIEs which we do not consolidate had debt obligations to beneficial interest holders with unpaid principal balances, excluding the notional value of interest-only securities, of ~~$4.1~~$3.9 billion. The corresponding assets are comprised primarily of commercial mortgage loans with unpaid principal balances corresponding to the amounts of the outstanding debt obligations.

We also hold passive non-controlling interests in certain unconsolidated entities that are considered VIEs. We are not the primary beneficiaries of these VIEs as we do not possess the power to direct the activities of the VIEs that most significantly impact their economic performance and therefore report our interests, which totaled ~~$21.8~~$25.7 million as of ~~September~~June 30, ~~2020,~~2021, within investment in unconsolidated entities on our condensed consolidated balance sheet. Our maximum risk of loss is limited to our carrying value of the investments.

15. Related-Party ~~Transaction~~s

Transactions

Management Agreement

We are party to a management agreement (the “Management Agreement”) with our Manager. Under the Management Agreement, our Manager, subject to the oversight of our board of directors, is required to manage our day to day activities, for which our Manager receives a base management fee and is eligible for an incentive fee and stock awards. Our Manager’s personnel perform certain due diligence, legal, management and other services that outside professionals or consultants would otherwise perform. As such, in accordance with the terms of our Management Agreement, our Manager is paid or reimbursed for the documented costs of performing such tasks, provided that such costs and reimbursements are in amounts no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s-length basis. Refer to Note 16 to the consolidated financial statements included in our Form 10-K for further discussion of this agreement.

Base Management Fee. For ~~both~~ the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, approximately $19.2 million and $19.1 million, respectively, was incurred for base management fees. For the ~~nine~~six months ended ~~September~~June 30, 2021 and 2020, ~~and 2019,~~ approximately ~~$57.4~~$38.3 million and ~~$57.7~~$38.2 million, respectively, was incurred for base management fees. ~~In April 2020, our board of directors authorized the payment of our first quarter base management fee of $19.1 million in 1,422,143 shares of our common stock.~~ As of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, there were $19.2 million and ~~$19.3~~$19.2 million ~~respectively,~~ of unpaid base management fees included in related-party payable in our condensed consolidated balance sheets.

Incentive Fee. For the three months ended June 30, 2021, approximately $5.0 million was incurred for incentive fees. There were no0 incentive fees incurred during the three months ended ~~September~~June 30, ~~2020 and $1.8 million were incurred during~~2020. For the ~~three~~six months ended ~~September~~June 30, ~~2019. For the nine months ended September 30,~~2021 and 2020, ~~and 2019,~~ approximately ~~$15.8~~$18.2 million and ~~$2.0~~$15.8 million, respectively, was incurred for incentive fees. As of June 30, 2021 and December 31, ~~2019,~~2020, there were ~~$18.1~~$5.0 million and $15.0 million of unpaid incentive fees included in related-party payable in our condensed consolidated balance sheets. ~~There were 0 unpaid incentive fees as of September 30, 2020.~~

~~Table of Contents~~

Expense Reimbursement. For the three months ended ~~September~~June 30, 2021 and 2020, ~~and 2019,~~ approximately ~~$1.5~~$1.6 million and ~~$1.9~~$1.5 million, respectively, was incurred for executive compensation and other reimbursable expenses and recognized within general and administrative expenses in our condensed consolidated statements of operations. For the ~~nine~~six months ended ~~September~~June 30, 2021 and 2020, ~~and 2019,~~ approximately ~~$5.2~~$3.1 million and ~~$5.8~~$3.7 million, respectively, was incurred for executive compensation and other reimbursable expenses. As of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019, approximately $2.9~~2020, there were $2.2 million and ~~$3.5~~$5.0 million, respectively, of unpaid reimbursable executive compensation and other expenses ~~were~~ included in related-party payable in our condensed consolidated balance sheets.

Equity Awards. In certain instances, we issue RSAs to certain employees of affiliates of our Manager who perform services for us. There were no0 RSAs granted during the three months ended ~~September~~June 30, ~~2020 or 2019.~~2021 and 2020. Expenses related to the vesting of awards to employees of affiliates of our Manager were ~~$0.1~~$2.2 million and ~~$1.2~~$1.3 million during the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively, and are reflected in general and administrative expenses in our condensed consolidated statements of operations. During the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, we granted ~~341,635~~981,951 and ~~182,861~~341,635 RSAs, respectively, at grant date fair values of ~~$3.9~~$19.6 million and ~~$4.1~~$3.9 million, respectively. Expenses related to the vesting of awards to employees of affiliates of our Manager were ~~$2.5~~$4.5 million and ~~$3.0~~$2.4 million during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. These shares generally vest over a three-year period.

Table of Contents

Manager Equity Plan

In May 2017, the Company’s shareholders approved the Starwood Property Trust, Inc. 2017 Manager Equity Plan (the “2017 Manager Equity Plan”), which replaced the Starwood Property Trust, Inc. Manager Equity Plan (“Manager Equity Plan”). In November 2020, we granted 1,800,000 RSUs to our Manager under the 2017 Manager Equity Plan. In September 2019, we granted 1,200,000 RSUs to our Manager under the 2017 Manager Equity Plan. In April 2018, we granted 775,000 RSUs to our Manager under the 2017 Manager Equity Plan. In March, 2017, we granted 1,000,000 RSUs to our Manager under the Manager Equity Plan. In connection with these grants and prior similar grants, we recognized share-based compensation expense of ~~$3.4~~$4.5 million and ~~$8.8~~$3.4 million within management fees in our condensed consolidated statements of operations for the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, respectively. For the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, we recognized ~~$12.0~~$10.4 million and ~~$15.2~~$8.6 million, respectively, related to these awards. Refer to Note 16 for further discussion of these grants.

Investments in Loans

In ~~January 2020, the Company~~June 2021, collateral was released from an existing loan which was originated a $3.5 million bridge loan to a third party borrower for the development and recapitalization of luxury cabin rentals. In February 2020, the bridge loan was repaid, and the Company originated a $99.0 million first mortgage loan to the same borrower. The loan bears interest at a fixed rate of 10.5% plus fees and contains a term of 36 months with 2 one-year extension options. Certain members of our executive team and board of directors own equity interests in ~~the borrower. The investment was approved by our independent directors.~~

~~In January 2020, the Company co-originated a €70.3~~ ~~million mezzanine loan~~November 2019 with SEREF, an affiliate of our Manager, tofor the ~~third party that acquired our property~~acquisition of an office portfolio located in ~~Ireland in December 2019. The~~Spain. Financing for the released collateral was provided by the Company and ~~SEREF each originated~~ ~~€35.2~~ ~~million. The~~the proceeds were used to partially repay €11.5 million of the existing loan, ~~matures in October 2025.~~

of which SEREF's portion was €5.7 million.

During the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, the Company acquired ~~$57.6~~$183.0 million and ~~$185.0~~$324.6 million, respectively, of loans from a residential mortgage originator in which it holds an equity interest. Additionally, as of June 30, 2021, the Company had outstanding residential mortgage loan purchase commitments of $44.9 million to this residential mortgage originator. Refer to Note 7 for further discussion.

During the three months ended September 30, 2020, the Company amended a $4.5 million subordinated loan to a residential mortgage originator in which it holds an equity interest, to extend the maturity from September 2020 to September 2021.

~~During the three months ended September 30, 2020, the Company received a $245.0~~ million partial repayment on a first mortgage and mezzanine loan that was originated in August 2017 related to an office campus located in Irvine, California. An affiliate of our Manager has a non-controlling equity interest in the borrower.

~~Table of Contents~~

Lease Arrangements

In March 2020, we entered into an office lease agreement with an entity which is controlled by our Chairman and CEO through majority equity ownership of the entity. The leased premises are currently under construction and will serve as our new Miami Beach office when our existing lease in Miami Beach expires on December 31, 2021. The lease will commence after delivery of the office space to us, but no earlier than July 30, 2021. The lease is for approximately 74,000 square feet of office space, has an initial term of 15 years and requires monthly lease payments starting in the tenth month after lease commencement. The lease payments are based on an annual base rate of $52.00 per square foot that increases by 3% each anniversary following commencement, plus our pro rata share of building operating expenses. ~~In April 2020, we provided a $1.9 million cash security deposit to the landlord.~~ Prior to the execution of this lease, we engaged an independent third party leasing firm and external counsel to advise the independent directors of our board of directors on market terms for the lease. The terms of the lease were approved by our independent directors.

In April 2020, we provided a $1.9 million cash security deposit to the landlord. During the three and six months ended June 30, 2021, we made payments to the landlord of $4.5 million and $4.8 million, respectively, for reimbursements relating to tenant improvements under the terms of the lease.

Other Related-Party Arrangements

Highmark Residential (“Highmark”), an affiliate of our Manager, ~~now~~ provides property management services for ~~all 32~~properties within our Woodstar I ~~Portfolio.~~and Woodstar II Portfolios. Fees paid to Highmark are calculated as a percentage of gross receipts and are at market terms. During ~~both~~ the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, property management fees to Highmark of ~~$0.4~~$0.7 million and $0.5 million, respectively, were recognized in our condensed consolidated statements of operations. During the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, property management fees to Highmark ~~of $1.4~~were $1.5 million and ~~$1.1~~$1.0 million, ~~respectively, were recognized in our condensed consolidated statements of operations.~~

respectively.

Refer to Note 16 to the consolidated financial statements included in our Form 10-K for further discussion of related-party agreements.

Table of Contents

16. Stockholders’ Equityand Non-Controlling Interests

During the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, our board of directors declared the following dividends:

Declaration Date

Record Date

Ex-Dividend Date

Payment Date

Amount

Frequency
9/16/20

9/30/20

9/29/20

10/15/20

$
0.48

Quarterly
6/16/20

6/30/20

6/29/20

7/15/20

0.48

Quarterly
2/25/20

3/31/20

3/30/20

4/15/20

0.48

Quarterly

Declaration Date

Record Date

Ex-Dividend Date

Payment Date

Amount

Frequency

6/14/21

6/30/21

6/29/21

7/15/21

0.48

Quarterly

3/11/21

3/31/21

3/30/21

4/15/21

0.48

Quarterly

During the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, there were 0 shares issued under our At-The-Market Equity Offering Sales Agreement. During the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, shares issued under the Starwood Property Trust, Inc. Dividend Reinvestment and Direct Stock Purchase Plan (the “DRIP Plan”) were not material.

~~In February 2020, our board of directors authorized the repurchase of up to $400.0 million of our outstanding common shares and Convertible Notes over a period of one year~~. Purchases made pursuant to the program will be made either in the open market or in privately negotiated transactions from time to time as permitted by federal securities laws and other legal requirements.The timing, manner, price and amount of any repurchases are discretionary and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The program may be suspended or discontinued at any time. During the nine months ended September 30, 2020, we repurchased ~~1,925,421 shares of common stock for $28.8 million and 0~~ ~~Convertible Notes under our repurchase program. As of September 30, 2020, we had~~ ~~$371.2 million of remaining capacity to repurchase common stock and/or Convertible Notes under the repurchase program.~~

Equity Incentive Plans

In May 2017, the Company’s shareholders approved the 2017 Manager Equity Plan and the Starwood Property Trust, Inc. 2017 Equity Plan (the “2017 Equity Plan”), which allow for the issuance of up to 11,000,000 stock options, stock appreciation rights, RSAs, RSUs or other equity-based awards or any combination thereof to the Manager, directors, employees, consultants or any other party providing services to the Company. The 2017 Manager Equity Plan succeeds and replaces the Manager Equity Plan and the 2017 Equity Plan succeeds and replaces the Starwood Property

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Trust, Inc. Equity Plan (the “Equity Plan”) and the Starwood Property Trust, Inc. Non-Executive Director Stock Plan (the “Non-Executive Director Stock Plan”).

The table below summarizes our share awards granted or vested under the Manager Equity Plan and the 2017 Manager Equity Plan during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 (dollar amounts in thousands):

Grant Date

Type

Amount Granted

Grant Date Fair Value

Vesting Period

November 2020

RSU

1,800,000

30,078

3 years

September 2019

RSU

1,200,000

29,484

(1)

April 2018

RSU

775,000

16,329

3 years

March 2017

RSU

1,000,000

22,240

3 years

(1)

Grant Date

Type

Amount Granted

Grant Date Fair Value

Vesting Period

September 2019

RSU

1,200,000

$
29,484

(1)

April 2018

RSU

775,000

16,329

3 years

March 2017

RSU

1,000,000

22,240

3 years

Of the amount granted, 218,898 vested immediately on the grant date and the remaining amount vests over a three-year period.

~~(1)~~

~~Of the amount granted, 218,898 vested immediately on the grant date and the remaining amount vests over a three-year period.~~

Schedule of Non-Vested Shares and Share Equivalents


	2017 Equity Plan	2017 Manager Equity Plan	Total	Weighted Average Grant Date Fair Value (per share)
Balance as of January 1, 2021	1,594,605	2,286,896	3,881,501	$	17.26
Granted	1,646,994	0	1,646,994	22.04
Vested	(639,037)	(528,101)	(1,167,138)	17.87
Forfeited	(17,350)	0	(17,350)	21.61
Balance as of June 30, 2021	2,585,212	1,758,795	4,344,007	18.89

2017

Weighted Average

2017

Manager

Grant Date Fair

Equity Plan

Equity Plan

Total

Value (per share)
Balance as of January 1, 2020

1,413,170

1,305,597

2,718,767

$
22.74
Granted

1,014,753

—

1,014,753

10.98
Vested

(640,727)

(522,359)

(1,163,086)

22.50
Forfeited

(20,960)

—

(20,960)

14.23
Balance as of September 30, 2020

1,766,236

783,238

2,549,474

18.23

As of ~~September~~June 30, ~~2020,~~2021, there were ~~6.5~~3.1 million shares of common stock available for future grants under the 2017 Manager Equity Plan and the 2017 Equity Plan.

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Non-Controlling Interests in Consolidated Subsidiaries

In connection with our Woodstar II Portfolio acquisitions, we issued 10.2 million Class A Units in our consolidated subsidiary, SPT Dolphin, and rights to receive an additional 1.9 million Class A Units if certain contingent events occur. As of ~~September~~June 30, ~~2020, 1.8 million~~2021, all of the 1.9 million contingent Class A Units were issued. The Class A Units are redeemable for consideration equal to the current share price of the Company’s common stock on a ~~1-for-one~~one-for-one basis, with the consideration paid in either cash or the Company’s common stock, at the determination of the Company. During the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, redemptions of ~~0.5~~0.4 million of the Class A Units were received ~~of which 0.4 million were~~and settled in common stock, ~~and 0.1 million were settled for $1.3 million in cash,~~ leaving ~~10.5~~10.2 million Class A Units outstanding as of ~~September~~June 30, ~~2020.~~2021. In consolidation, the outstanding Class A Units are reflected as non-controlling interests in consolidated subsidiaries on our condensed consolidated balance sheets, the balance of which was ~~$225.4~~$218.4 million and ~~$235.9~~$226.7 million as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively.

To the extent SPT Dolphin has sufficient cash available, the Class A Units earn a preferred return indexed to the dividend rate of the Company’s common stock. Any distributions made pursuant to this waterfall are recognized within net income attributable to non-controlling interests in our condensed consolidated statements of operations. During the three and ~~nine~~six months ended ~~September~~June 30, 2021, we recognized net income attributable to non-controlling interests of $4.9 million and $10.0 million, respectively, associated with these Class A Units. During the three and six months ended June 30, 2020, we recognized net income attributable to non-controlling interests of $5.1 million and ~~$15.3~~$10.2 million, respectively, associated with these Class A Units. During the three and nine months ended September 30, 2019, we recognized net income attributable to non-controlling interests of $5.2 million and $16.3 million, respectively, associated with these Class A Units.

As discussed in Note 14, we ~~entered into~~hold a 51% controlling interest in the CMBS JV within our Investing and Servicing ~~Segment in December 2019.~~Segment. Because the CMBS JV ~~was~~is deemed a VIE for which we ~~were~~are the primary beneficiary, ~~this transaction was not recognized as a sale for GAAP purposes. Instead,~~ the 49% interest of our joint venture partner is reflected as a non-controlling interest in consolidated subsidiaries on our condensed consolidated balance sheets, and any net income attributable to this 49% joint venture interest is reflected within net income attributable to non-controlling interests in our consolidated statement of operations. The non-controlling interests in the CMBS JV were ~~$127.8~~$134.3 million and ~~$175.6~~$126.7 million as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively. During the three and ~~nine~~six months ended ~~September~~June 30, 2021, net income (loss) attributable to non-controlling interests was $4.7 million and $10.1 million, respectively. During the three and six months ended June 30, 2020, net income attributable to non-controlling interests was $6.8 million and ~~$7.6~~$0.8 million, respectively.

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17. Earnings per Share

The following table provides a reconciliation of net income (loss) and the number of shares of common stock used in the computation of basic EPS and diluted EPS (amounts in thousands, except per share amounts):


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2021		2020		2021		2020
Basic Earnings
Income attributable to STWD common stockholders	$	116,310	$	139,656	$	227,688	$	72,887
Less: Income attributable to participating shares not already deducted as non-controlling interests	(1,791)		(1,143)		(3,716)		(2,365)
Basic earnings	$	114,519	$	138,513	$	223,972	$	70,522

Diluted Earnings
Income attributable to STWD common stockholders	$	116,310	$	139,656	$	227,688	$	72,887
Less: Income attributable to participating shares not already deducted as non-controlling interests	(1,791)		(1,143)		(3,716)		(2,365)
Add: Interest expense on Convertible Notes	2,900		3,051		5,816		*
Add: Undistributed earnings to participating shares	0		120		$	0	0
Less: Undistributed earnings reallocated to participating shares	0		(116)		$	0	0
Diluted earnings	$	117,419	$	141,568	$	229,788	$	70,522

Number of Shares:
Basic — Average shares outstanding	284,710		281,461		284,018		281,225
Effect of dilutive securities — Convertible Notes	9,649		9,649		9,649		*
Effect of dilutive securities — Contingently issuable shares	95		183		95		215
Effect of dilutive securities — Unvested non-participating shares	117		0		46		0
Diluted — Average shares outstanding	294,571		291,293		293,808		281,440

Earnings Per Share Attributable to STWD Common Stockholders:
Basic	$	0.40	$	0.49	$	0.79	$	0.25
Diluted	$	0.40	$	0.49	$	0.78	$	0.25

For the Three Months Ended

For the Nine Months Ended

September 30,

September 30,


2020

2019

2020

2019
Basic Earnings

Income attributable to STWD common stockholders

$
151,834

$
140,396

$
224,721

$
337,795
Less: Income attributable to participating shares not already deducted as non-controlling interests

(1,721)

(1,205)

(3,422)

(2,779)
Basic earnings

$
150,113

$
139,191

$
221,299

$
335,016

Diluted Earnings

Income attributable to STWD common stockholders

$
151,834

$
140,396

$
224,721

$
337,795
Less: Income attributable to participating shares not already deducted as non-controlling interests

(1,721)

(1,205)

(3,422)

(2,779)
Add: Interest expense on Convertible Notes (1)

3,055

3,071

*

9,306
Add: Undistributed earnings to participating shares

663

188

—

—
Less: Undistributed earnings reallocated to participating shares

(642)

(182)

—

—
Diluted earnings

$
153,189

$
142,268

$
221,299

$
344,322

Number of Shares:

Basic — Average shares outstanding

282,596

279,992

281,686

278,934
Effect of dilutive securities — Convertible Notes (1)

9,649

9,649

*

9,857
Effect of dilutive securities — Contingently issuable shares

—

38

—

38
Effect of dilutive securities — Unvested non-participating shares

213

233

182

192
Diluted — Average shares outstanding

292,458

289,912

281,868

289,021

Earnings Per Share Attributable to STWD Common Stockholders:

Basic

$
0.53

$
0.50

$
0.79

$
1.20
Diluted

$
0.52

$
0.49

$
0.79

$
1.19

~~(1)~~

The Company does not intend to fully settle the principal amount of the Convertible Notes in cash upon conversion. Accordingly, under GAAP, the dilutive effect to EPS for the periods presented above is determined using the “if-converted” method whereby interest expense or any loss on extinguishment of our Convertible Notes is added back to the diluted EPS numerator and the full number of potential shares contingently issuable upon their conversion is included in the diluted EPS denominator, if dilutive. Refer to Note 10 for further discussion.

*Our Convertible Notes were not dilutive for the ~~nine~~six months ended ~~September~~June 30, 2020.

As of ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, participating shares of ~~12.8~~14.0 million and ~~13.4~~13.0 million, respectively, were excluded from the computation of diluted shares as their effect was already considered under the more dilutive two-class method used above. Such participating shares at ~~September~~June 30, 2021 and 2020 ~~and 2019~~ included ~~10.5~~10.2 million and ~~10.9~~10.6 million potential shares, respectively, of our common stock issuable upon redemption of the Class A Units in SPT Dolphin, as discussed in Note 16.

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18. Accumulated Other Comprehensive Income

The changes in AOCI by component are as follows (amounts in thousands):

Cumulative




Unrealized Gain

(Loss) on

Foreign

Available-for-

Currency

Sale Securities

Translation

Total
Three Months Ended September 30, 2020

Balance at July 1, 2020

$
42,930

$
(64)

$
42,866
OCI before reclassifications

(581)

—

(581)
Amounts reclassified from AOCI

—

—

—
Net period OCI

(581)

—

(581)
Balance at September 30, 2020

$
42,349

$
(64)

$
42,285
Three Months Ended September 30, 2019

Balance at July 1, 2019

$
53,049

$
4,075

$
57,124
OCI before reclassifications

(520)

(4,168)

(4,688)
Amounts reclassified from AOCI

(59)

—

(59)
Net period OCI

(579)

(4,168)

(4,747)
Balance at September 30, 2019

$
52,470

$
(93)

$
52,377
Nine Months Ended September 30, 2020

Balance at January 1, 2020

$
50,996

$
(64)

$
50,932
OCI before reclassifications

(8,647)

—

(8,647)
Amounts reclassified from AOCI

—

—

—
Net period OCI

(8,647)

—

(8,647)
Balance at September 30, 2020

$
42,349

$
(64)

$
42,285
Nine Months Ended September 30, 2019

Balance at January 1, 2019

$
53,515

$
5,145

$
58,660
OCI before reclassifications

(986)

(5,238)

(6,224)
Amounts reclassified from AOCI

(59)

—

(59)
Net period OCI

(1,045)

(5,238)

(6,283)
Balance at September 30, 2019

$
52,470

$
(93)

$
52,377


	Cumulative Unrealized Gain (Loss) on Available-for- Sale Securities		Foreign Currency Translation		Total
Three Months Ended June 30, 2021
Balance at April 1, 2021	$	41,654	$	0	$	41,654
OCI before reclassifications	(344)		0		(344)
Amounts reclassified from AOCI	0		0		0
Net period OCI	(344)		0		(344)
Balance at June 30, 2021	$	41,310	$	0	$	41,310
Three Months Ended June 30, 2020
Balance at April 1, 2020	$	35,948	$	(64)	$	35,884
OCI before reclassifications	6,982		0		6,982
Amounts reclassified from AOCI	0		0		0
Net period OCI	6,982		0		6,982
Balance at June 30, 2020	$	42,930	$	(64)	$	42,866
Six Months Ended June 30, 2021
Balance at January 1, 2021	$	44,057	$	(64)	$	43,993
OCI before reclassifications	(2,747)		0		(2,747)
Amounts reclassified from AOCI	0		64		64
Net period OCI	(2,747)		64		(2,683)
Balance at June 30, 2021	$	41,310	$	0	$	41,310
Six Months Ended June 30, 2020
Balance at January 1, 2020	$	50,996	$	(64)	$	50,932
OCI before reclassifications	(8,066)		0		(8,066)
Amounts reclassified from AOCI	0		0		0
Net period OCI	(8,066)		0		(8,066)
Balance at June 30, 2020	$	42,930	$	(64)	$	42,866

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19. Fair Value

GAAP establishes a hierarchy of valuation techniques based on the observability of inputs utilized in measuring financial assets and liabilities at fair value. GAAP establishes market-based or observable inputs as the preferred source of values, followed by valuation models using management assumptions in the absence of market inputs. The three levels of the hierarchy are described below:

Level I—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level II—Inputs (other than quoted prices included in Level I) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

Level III—Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

Valuation Process

We have valuation control processes in place to validate the fair value of the Company’s financial assets and liabilities measured at fair value including those derived from pricing models. These control processes are designed to assure that the values used for financial reporting are based on observable inputs wherever possible. In the event that observable inputs are not

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available, the control processes are designed to assure that the valuation approach utilized is appropriate and consistently applied and the assumptions are reasonable.

Pricing Verification—We use recently executed transactions, other observable market data such as exchange data, broker/dealer quotes, third party pricing vendors and aggregation services for validating the fair values generated using valuation models. Pricing data provided by approved external sources is evaluated using a number of approaches; for example, by corroborating the external sources’ prices to executed trades, analyzing the methodology and assumptions used by the external source to generate a price and/or by evaluating how active the third party pricing source (or originating sources used by the third party pricing source) is in the market.

Unobservable Inputs—Where inputs are not observable, we review the appropriateness of the proposed valuation methodology to ensure it is consistent with how a market participant would arrive at the unobservable input. The valuation methodologies utilized in the absence of observable inputs may include extrapolation techniques and the use of comparable observable inputs.

Any changes to the valuation methodology will be reviewed by our management to ensure the changes are appropriate. The methods used may produce a fair value calculation that is not indicative of net realizable value or reflective of future fair values. Furthermore, while we anticipate that our valuation methods are appropriate and consistent with other market participants, the use of different methodologies, or assumptions, to determine the fair value could result in a different estimate of fair value at the reporting date.

Fair Value on a Recurring Basis

We determine the fair value of our financial assets and liabilities measured at fair value on a recurring basis as follows:

Loans held-for-sale, commercial

We measure the fair value of our commercial mortgage loans held-for-sale using a discounted cash flow analysis unless observable market data (i.e., securitized pricing) is available. A discounted cash flow analysis requires management to make estimates regarding future interest rates and credit spreads. The most significant of these inputs relates to credit spreads and is unobservable. Thus, we have determined that the fair values of mortgage loans valued using a discounted cash flow analysis should be classified in Level III of the fair value hierarchy, while mortgage loans

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valued using securitized pricing should be classified in Level II of the fair value hierarchy. Mortgage loans classified in Level III are transferred to Level II if securitized pricing becomes available.

Loans held-for-sale and loans held-for-investment, residential

We measure the fair value of our residential ~~mortgage~~ loans held-for-sale and held-for-investment based on the net present value of expected future cash flows using a combination of observable and unobservable inputs. Observable market participant assumptions include pricing related to trades of residential ~~mortgage~~ loans with similar characteristics. Unobservable inputs include the expectation of future cash flows, which involves judgments about the underlying collateral, the creditworthiness of the borrower, estimated prepayment speeds, estimated future credit losses, forward interest rates, investor yield requirements and certain other factors. At each measurement date, we consider both the observable and unobservable valuation inputs in the determination of fair value. However, given the significance of the unobservable inputs, these loans have been classified within Level III.

RMBS

RMBS are valued utilizing observable and unobservable market inputs. The observable market inputs include recent transactions, broker quotes and vendor prices (“market data”). However, given the implied price dispersion amongst the market data, the fair value determination for RMBS has also utilized significant unobservable inputs in discounted cash flow models including prepayments, default and severity estimates based on the recent performance of the collateral, the underlying collateral characteristics, industry trends, as well as expectations of macroeconomic events (e.g., housing price curves, interest rate curves, etc.). At each measurement date, we consider both the observable and unobservable valuation inputs in the determination of fair value. However, given the significance of the unobservable inputs these securities have been classified within Level III.

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CMBS

CMBS are valued utilizing both observable and unobservable market inputs. These factors include projected future cash flows, ratings, subordination levels, vintage, remaining lives, credit issues, recent trades of similar securities and the spreads used in the prior valuation. We obtain current market spread information where available and use this information in evaluating and validating the market price of all CMBS. Depending upon the significance of the fair value inputs used in determining these fair values, these securities are classified in either Level II or Level III of the fair value hierarchy. CMBS may shift between Level II and Level III of the fair value hierarchy if the significant fair value inputs used to price the CMBS become or cease to be observable.

Equity security

The equity security is publicly registered and traded in the U.S. and its market price is listed on the London Stock Exchange. The security has been classified within Level I.

Domestic servicing rights

The fair value of this intangible is determined using discounted cash flow modeling techniques which require management to make estimates regarding future net servicing cash flows, including forecasted loan defeasance, control migration, delinquency and anticipated maturity defaults which are calculated assuming a debt yield at which default occurs. Since the most significant of these inputs are unobservable, we have determined that the fair values of this intangible in its entirety should be classified in Level III of the fair value hierarchy.

Derivatives

The valuation of derivative contracts are determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market based inputs, including interest rate curves, spot and market forward points and implied volatilities. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted

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expected variable cash receipts. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.

We incorporate credit valuation adjustments to appropriately reflect both our own non-performance risk and the respective counterparty’s non-performance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of non-performance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

The valuation of over the counter derivatives are determined using discounted cash flows based on Overnight Index Swap (“OIS”) rates. Fully collateralized trades are discounted using OIS with no additional economic adjustments to arrive at fair value. Uncollateralized or partially collateralized trades are also discounted at OIS, but include appropriate economic adjustments for funding costs (i.e., a LIBOR OIS basis adjustment to approximate uncollateralized cost of funds) and credit risk. For credit index instruments, fair value is determined based on changes in the relevant indices from the date of initiation of the instrument to the reporting date, as these changes determine the amount of any future cash settlement between us and the counterparty. These indices are considered Level II inputs as they are directly observable.

Although we have determined that the majority of the inputs used to value our derivatives fall within Level II of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level III inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. However, as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level II of the fair value hierarchy.

Liabilities of consolidated VIEs

Our consolidated VIE liabilities generally represent bonds that are not owned by us. The majority of these are either traded in the marketplace or can be analogized to similar securities that are traded in the marketplace. For these liabilities, pricing is considered to be Level II, where the valuation is based upon quoted prices for similar instruments traded in active

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markets. We generally utilize third party pricing service providers for valuing these liabilities. In order to determine whether to utilize the valuations provided by third parties, we conduct an ongoing evaluation of their valuation methodologies and processes, as well as a review of the individual valuations themselves. In evaluating third party pricing for reasonableness, we consider a variety of factors, including market transaction information for the particular bond, market transaction information for bonds within the same trust, market transaction information for similar bonds, the bond’s ratings and the bond’s subordination levels.

For the minority portion of our consolidated VIE liabilities which consist of unrated or non-investment grade bonds that are not owned by us, pricing may be either Level II or Level III. If independent third party pricing similar to that noted above is available, we consider the valuation to be Level II. If such third party pricing is not available, the valuation is generated from model-based techniques that use significant unobservable assumptions, and we consider the valuation to be Level III. For VIE liabilities classified as Level III, valuation is determined based on discounted expected future cash flows which take into consideration expected duration and yields based on market transaction information, ratings, subordination levels, vintage and current market spread. VIE liabilities may shift between Level II and Level III of the fair value hierarchy if the significant fair value inputs used to price the VIE liabilities become or cease to be observable.

Assets of consolidated VIEs

The securitization VIEs in which we invest are “static”; that is, no reinvestment is permitted, and there is no active management of the underlying assets. In determining the fair value of the assets of the VIE, we maximize the use of observable inputs over unobservable inputs. The individual assets of a VIE are inherently incapable of precise measurement given their illiquid nature and the limitations on available information related to these assets. Because our methodology for valuing these assets does not value the individual assets of a VIE, but rather uses the value of the VIE

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liabilities as an indicator of the fair value of VIE assets as a whole, we have determined that our valuations of VIE assets in their entirety should be classified in Level III of the fair value hierarchy.

~~Fair Value on a Nonrecurring Basis~~

~~We determine the fair value of our financial assets and liabilities measured at fair value on a nonrecurring basis as follows:~~

~~Loans held-for-sale, infrastructure~~

We measure the fair value of infrastructure loans held-for-sale, which are carried at the lower of amortized cost or fair value, utilizing bids periodically received from third parties to acquire these assets. As these bids represent observable market data, we have determined that the fair value of these assets would be classified in Level II of the fair value hierarchy.

Fair Value Only Disclosed

We determine the fair value of our financial instruments and assets where fair value is disclosed as follows:

Loans held-for-investment and loans held-for-sale

We estimate the fair values of our loans not carried at fair value on a recurring basis by discounting their expected cash flows at a rate we estimate would be demanded by the market participants that are most likely to buy our loans. The expected cash flows used are generally the same as those used to calculate our level yield income in the financial statements. Since these inputs are unobservable, we have determined that the fair value of these loans in their entirety would be classified in Level III of the fair value hierarchy.

HTM debt securities

We estimate the fair value of our mandatorily redeemable preferred equity interests in commercial real estate companies and infrastructure bonds using the same methodology described for our loans ~~held-for-investment.~~held-for-investment. We estimate the fair value of our HTM CMBS using the same methodology described for our CMBS carried at fair value on a recurring basis.

Secured financing agreements ~~CLO~~ and ~~unsecured senior notes not convertible~~

CLOs

The fair value of the secured financing agreements ~~CLO~~ and ~~unsecured senior notes not convertible~~CLOs are determined by discounting the contractual cash flows at the interest rate we estimate such arrangements would bear if executed in the current market. We have determined that our valuation of these instruments should be classified in Level III of the fair value hierarchy.

~~Convertible Notes~~

Unsecured senior notes

The fair value of our unsecured senior notes is determined based on the ~~debt component of our Convertible Notes is estimated by discounting~~last available bid price for the ~~contractual cash flows at the interest rate we estimate such~~respective notes ~~would bear if sold~~ in the current market. As these prices represent observable market ~~without the embedded conversion option which, in accordance with ASC 470, is reflected as a component of equity. We~~data, we have determined that ~~our valuation~~the fair value of ~~our Convertible Notes should~~these instruments would be classified in Level ~~III~~II of the fair value hierarchy.

Table of Contents

Fair Value Disclosures

The following tables present our financial assets and liabilities carried at fair value on a recurring basis in the condensed consolidated balance sheets by their level in the fair value hierarchy as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 (amounts in thousands):


	June 30, 2021
	Total		Level I		Level II		Level III
Financial Assets:
Loans under fair value option	$	1,018,508	$	0	$	250,687	$	767,821
RMBS	154,704		0		0		154,704
CMBS	18,965		0		0		18,965
Equity security	11,880		11,880		0		0
Domestic servicing rights	13,705		0		0		13,705
Derivative assets	35,615		0		35,615		0
VIE assets	63,493,796		0		0		63,493,796
Total	$	64,747,173	$	11,880	$	286,302	$	64,448,991
Financial Liabilities:
Derivative liabilities	$	33,061	$	0	$	33,061	$	0
VIE liabilities	62,001,710		0		57,165,518		4,836,192
Total	$	62,034,771	$	0	$	57,198,579	$	4,836,192


	December 31, 2020
	Total		Level I		Level II		Level III
Financial Assets:
Loans under fair value option	$	1,022,979	$	0	$	0	$	1,022,979
RMBS	167,349		0		0		167,349
CMBS	19,457		0		0		19,457
Equity security	11,247		11,247		0		0
Domestic servicing rights	13,202		0		0		13,202
Derivative assets	40,555		0		40,555		0
VIE assets	64,238,328		0		0		64,238,328
Total	$	65,513,117	$	11,247	$	40,555	$	65,461,315
Financial Liabilities:
Derivative liabilities	$	41,324	$	0	$	41,324	$	0
VIE liabilities	62,776,371		0		60,756,495		2,019,876
Total	$	62,817,695	$	0	$	60,797,819	$	2,019,876

September 30, 2020


Total

Level I

Level II

Level III
Financial Assets:

Loans under fair value option

$
1,269,080

$
—

$
—

$
1,269,080
RMBS

170,270

—

—

170,270
CMBS

23,489

—

1,640

21,849
Equity security

10,058

10,058

—

—
Domestic servicing rights

14,589

—

—

14,589
Derivative assets

64,825

—

64,825

—
VIE assets

64,477,475

—

—

64,477,475
Total

$
66,029,786

$
10,058

$
66,465

$
65,953,263
Financial Liabilities:

Derivative liabilities

$
13,452

$
—

$
13,452

$
—
VIE liabilities

62,876,265

—

60,560,959

2,315,306
Total

$
62,889,717

$
—

$
60,574,411

$
2,315,306

December 31, 2019


Total

Level��I

Level II

Level III
Financial Assets:

Loans under fair value option

$
1,436,194

$
—

$
—

$
1,436,194
RMBS

189,576

—

—

189,576
CMBS

37,360

—

12,352

25,008
Equity security

12,664

12,664

—

—
Domestic servicing rights

16,917

—

—

16,917
Derivative assets

28,943

—

28,943

—
VIE assets

62,187,175

—

62,187,175
Total

$
63,908,829

$
12,664

$
41,295

$
63,854,870
Financial Liabilities:

Derivative liabilities

$
8,740

$
—

$
8,740

$
—
VIE liabilities

60,743,494

—

58,206,102

2,537,392
Total

$
60,752,234

$
—

$
58,214,842

$
2,537,392

Table of Contents

The changes in financial assets and liabilities classified as Level III are as follows for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 (amounts in thousands):


Three Months Ended June 30, 2021	Loans at Fair Value		RMBS		CMBS		Domestic Servicing Rights		VIE Assets		VIE Liabilities		Total
April 1, 2021 balance	$	763,773	$	160,301	$	19,256	$	12,406	$	62,367,110	$	(2,227,428)	$	61,095,418
Total realized and unrealized gains (losses):
Included in earnings:
Change in fair value / gain on sale	45,867		0		320		1,299		(1,085,746)		1,294		(1,036,966)
Net accretion	0		2,610		0		0		0		0		2,610
Included in OCI	0		(344)		0		0		0		0		(344)
Purchases / Originations	992,304		0		0		0		0		0		992,304
Sales	(905,653)		0		0		0		0		0		(905,653)
Cash repayments / receipts	(50,257)		(7,863)		(611)		0		0		(1,401)		(60,132)
Transfers into Level III	0		0		0		0		0		(2,431,880)		(2,431,880)
Transfers out of Level III	(250,687)		0		0		0		0		365,456		114,769
Transfers within Level III	172,474		0		0		0		(172,474)		0		0
Consolidation of VIEs	0		0		0		0		2,384,906		(542,233)		1,842,673
June 30, 2021 balance	$	767,821	$	154,704	$	18,965	$	13,705	$	63,493,796	$	(4,836,192)	$	59,612,799
Amount of unrealized gains (losses) attributable to assets still held at June 30, 2021:
Included in earnings	$	3,274	$	2,610	$	320	$	1,299	$	(1,258,220)	$	1,294	$	(1,249,423)
Included in OCI	$	0	$	(344)	$	0	$	0	$	0	$	0	$	(344)

Domestic






Loans at

Servicing

VIE

Three Months Ended September 30, 2020

Fair Value

RMBS

CMBS

Rights

VIE Assets

Liabilities

Total
July 1, 2020 balance

$
894,613

$
174,281

$
21,891

$
13,955

$
64,175,387

$
(2,129,529)

$
63,150,598
Total realized and unrealized gains (losses):

Included in earnings:

Change in fair value / gain on sale

61,384

—

(56)

634

(202,560)

(30,577)

(171,175)
Net accretion

—

2,633

—

—

—

—

2,633
Included in OCI

—

(581)

—

—

—

—

(581)
Purchases / Originations

1,013,158

—

—

—

—

—

1,013,158
Sales

(656,818)

—

—

—

—

—

(656,818)
Cash repayments / receipts

(43,257)

(6,063)

(213)

—

—

(329)

(49,862)
Transfers into Level III

—

—

—

—

—

(485,332)

(485,332)
Transfers out of Level III

—

—

—

—

—

322,888

322,888
Consolidation of VIEs

—

—

—

—

512,300

—

512,300
Deconsolidation of VIEs

—

—

227

—

(7,652)

7,573

148
September 30, 2020 balance

$
1,269,080

$
170,270

$
21,849

$
14,589

$
64,477,475

$
(2,315,306)

$
63,637,957
Amount of unrealized gains (losses) attributable to assets still held at September 30, 2020:

Included in earnings

$
8,864

$
2,633

$
(56)

$
634

$
(194,147)

$
(30,577)

$
(212,649)
Included in OCI

$
—

$
(581)

$
—

$
—

$
—

$
—

$
(581)


Three Months Ended June 30, 2020	Loans at Fair Value		RMBS		CMBS		Domestic Servicing Rights		VIE Assets		VIE Liabilities		Total
April 1, 2020 balance	$	1,347,797	$	170,640	$	22,435	$	16,524	$	61,157,805	$	(1,506,437)	$	61,208,764
Total realized and unrealized gains (losses):
Included in earnings:
Change in fair value / gain on sale	34,450		0		(351)		(2,569)		2,417,647		(8,686)		2,440,491
Net accretion	0		2,673		0		0		0		0		2,673
Included in OCI	0		6,982		0		0		0		0		6,982
Purchases / Originations	140,700		0		0		0		0		0		140,700
Sales	(589,694)		0		0		0		0		0		(589,694)
Cash repayments / receipts	(38,640)		(6,014)		(193)		0		0		(344)		(45,191)
Transfers into Level III	0		0		0		0		0		(655,942)		(655,942)
Transfers out of Level III	0		0		0		0		0		41,880		41,880
Consolidation of VIEs	0		0		0		0		599,935		0		599,935
June 30, 2020 balance	$	894,613	$	174,281	$	21,891	$	13,955	$	64,175,387	$	(2,129,529)	$	63,150,598
Amount of unrealized (losses) gains attributable to assets still held at June 30, 2020:
Included in earnings	$	20,349	$	2,673	$	(351)	$	(2,569)	$	2,417,647	$	(8,686)	$	2,429,063
Included in OCI	$	0	$	6,982	$	0	$	0	$	0	$	0	$	6,982

Domestic






Loans at

Servicing

VIE

Three Months Ended September 30, 2019

Fair Value

RMBS

CMBS

Rights

VIE Assets

Liabilities

Total
July 1, 2019 balance

$
1,372,398

$
200,874

$
34,283

$
18,874

$
57,667,606

$
(2,374,002)

$
56,920,033
Total realized and unrealized gains (losses):

Included in earnings:

Change in fair value / gain on sale

32,512

—

432

(625)

(380,973)

28,005

(320,649)
Net accretion

—

2,446

—

—

—

—

2,446
Included in OCI

—

(578)

—

—

—

—

(578)
Purchases / Originations

1,123,553

—

5,165

—

—

—

1,128,718
Sales

(846,047)

—

—

—

—

—

(846,047)
Issuances

—

—

—

—

—

(22,958)

(22,958)
Cash repayments / receipts

(33,054)

(7,445)

(3,343)

—

—

(12,516)

(56,358)
Transfers into Level III

—

—

—

—

—

(122,911)

(122,911)
Transfers out of Level III

(225,813)

—

—

—

—

319,727

93,914
Consolidation of VIEs

—

—

—

—

1,999,780

(85,450)

1,914,330
Deconsolidation of VIEs

—

—

(657)

—

(37,359)

—

(38,016)
September 30, 2019 balance

$
1,423,549

$
195,297

$
35,880

$
18,249

$
59,249,054

$
(2,270,105)

$
58,651,924
Amount of unrealized gains (losses) included in earnings attributable to assets still held at September 30, 2019

$
4,537

$
2,390

$
434

$
(625)

$
(380,973)

$
28,005

$
(346,232)

Table of Contents

Domestic






Loans at

Servicing

VIE

Nine Months Ended September 30, 2020

Fair Value

RMBS

CMBS

Rights

VIE Assets

Liabilities

Total
January 1, 2020 balance

$
1,436,194

$
189,576

$
25,008

$
16,917

$
62,187,175

$
(2,537,392)

$
61,317,478
Total realized and unrealized gains (losses):

Included in earnings:

Change in fair value / gain on sale

79,700

—

5,331

(2,328)

(1,291,705)

107,019

(1,101,983)
Net accretion

—

7,967

—

—

—

—

7,967
Included in OCI

—

(8,647)

—

—

—

—

(8,647)
Purchases / Originations

1,900,738

—

—

—

—

—

1,900,738
Sales

(1,998,255)

—

(7,940)

—

—

—

(2,006,195)
Issuances

—

—

—

—

—

(24,376)

(24,376)
Cash repayments / receipts

(149,297)

(18,626)

(777)

—

—

(9,589)

(178,289)
Transfers into Level III

—

—

—

—

—

(1,242,539)

(1,242,539)
Transfers out of Level III

—

—

—

—

—

1,455,093

1,455,093
Consolidation of VIEs

—

—

—

—

3,589,657

(71,095)

3,518,562
Deconsolidation of VIEs

—

—

227

—

(7,652)

7,573

148
September 30, 2020 balance

$
1,269,080

$
170,270

$
21,849

$
14,589

$
64,477,475

$
(2,315,306)

$
63,637,957
Amount of unrealized gains (losses) attributable to assets still held at September 30, 2020:

Included in earnings

$
8,551

$
7,967

$
(1,055)

$
(2,328)

$
(1,213,498)

$
107,019

$
(1,093,344)
Included in OCI

$
—

$
(8,647)

$
—

$
—

$
—

$
—

$
(8,647)

Domestic






Loans at

Servicing

VIE

Nine Months Ended September 30, 2019

Fair Value

RMBS

CMBS

Rights

VIE Assets

Liabilities

Total
January 1, 2019 balance

$
671,282

$
209,079

$
25,228

$
20,557

$
53,446,364

$
(1,441,446)

$
52,931,064
Total realized and unrealized gains (losses):

Included in earnings:

Change in fair value / gain on sale

65,669

—

1,153

(2,308)

39,961

51,907

156,382
Net accretion

—

7,484

—

—

—

—

7,484
Included in OCI

—

(1,044)

—

—

—

—

(1,044)
Purchases / Originations

2,775,787

—

5,165

—

—

—

2,780,952
Sales

(1,774,794)

—

(3,978)

—

—

—

(1,778,772)
Issuances

—

—

—

—

—

(81,681)

(81,681)
Cash repayments / receipts

(88,582)

(20,222)

(8,933)

—

—

(15,786)

(133,523)
Transfers into Level III

—

—

5,350

—

—

(1,374,505)

(1,369,155)
Transfers out of Level III

(225,813)

—

—

—

—

750,546

524,733
Consolidation of VIEs

—

—

—

—

6,103,915

(193,300)

5,910,615
Deconsolidation of VIEs

—

—

11,895

—

(341,186)

34,160

(295,131)
September 30, 2019 balance

$
1,423,549

$
195,297

$
35,880

$
18,249

$
59,249,054

$
(2,270,105)

$
58,651,924
Amount of total gains (losses) included in earnings attributable to assets still held at September 30, 2019

$
6,775

$
7,397

$
101

$
(2,308)

$
39,961

$
51,907

$
103,833

Six Months Ended June 30, 2021 Loans at
Fair Value RMBS CMBS Domestic
Servicing
Rights VIE Assets VIE
Liabilities Total
January 1, 2021 balance $ 1,022,979 $ 167,349 $ 19,457 $ 13,202 $ 64,238,328 $ (2,019,876) $ 63,441,439
Total realized and unrealized gains (losses):
Included in earnings:
Change in fair value / gain on sale 36,389 0 692 503 (3,350,337) 66,975 (3,245,778)
Net accretion 0 5,216 0 0 0 0 5,216
Included in OCI 0 (2,747) 0 0 0 0 (2,747)
Purchases / Originations 1,367,574 0 0 0 0 0 1,367,574
Sales (1,477,580) 0 0 0 0 0 (1,477,580)
Issuances 0 0 0 0 0 (11,604) (11,604)
Cash repayments / receipts (103,328) (15,114) (1,184) 0 0 (2,538) (122,164)
Transfers into Level III 0 0 0 0 0 (2,841,147) (2,841,147)
Transfers out of Level III (250,687) 0 0 0 0 514,231 263,544
Transfers within Level III 172,474 0 0 0 (172,474) 0 0
Consolidation of VIEs 0 0 0 0 2,778,279 (542,233) 2,236,046
June 30, 2021 balance $ 767,821 $ 154,704 $ 18,965 $ 13,705 $ 63,493,796 $ (4,836,192) $ 59,612,799
Amount of unrealized gains (losses) attributable to assets still held at June 30, 2021:
Included in earnings $ 2,902 $ 5,216 $ 692 $ 503 $ (3,522,811) $ 66,975 $ (3,446,523)
Included in OCI $ 0 $ (2,747) $ 0 $ 0 $ 0 $ 0 $ (2,747)


Six Months Ended June 30, 2020	Loans at Fair Value		RMBS		CMBS		Domestic Servicing Rights		VIE Assets		VIE Liabilities		Total
January 1, 2020 balance	$	1,436,194	$	189,576	$	25,008	$	16,917	$	62,187,175	$	(2,537,392)	$	61,317,478
Total realized and unrealized gains (losses):
Included in earnings:
Change in fair value / gain on sale	18,316		0		5,387		(2,962)		(1,089,145)		137,596		(930,808)
Net accretion	0		5,334		0		0		0		0		5,334
Included in OCI	0		(8,066)		0		0		0		0		(8,066)
Purchases / Originations	887,580		0		0		0		0		0		887,580
Sales	(1,341,440)		0		(7,940)		0		0		0		(1,349,380)
Issuances	0		0		0		0		0		(24,376)		(24,376)
Cash repayments / receipts	(106,037)		(12,563)		(564)		0		0		(9,260)		(128,424)
Transfers into Level III	0		0		0		0		0		(757,207)		(757,207)
Transfers out of Level III	0		0		0		0		0		1,132,205		1,132,205
Consolidation of VIEs	0		0		0		0		3,077,357		(71,095)		3,006,262
June 30, 2020 balance	$	894,613	$	174,281	$	21,891	$	13,955	$	64,175,387	$	(2,129,529)	$	63,150,598
Amount of unrealized gains (losses) attributable to assets still held at June 30, 2020:
Included in earnings	$	1,589	$	5,334	$	(999)	$	(2,962)	$	(1,089,145)	$	137,596	$	(948,587)
Included in OCI	$	0	$	(8,066)	$	0	$	0	$	0	$	0	$	(8,066)

Amounts were transferred from Level II to Level III due to a decrease in the observable relevant market activity and amounts were transferred from Level III to Level II due to an increase in the observable relevant market activity.

The following table presents the fair values ~~all of which are classified in Level III of the fair value hierarchy,~~ of our financial instruments not carried at fair value on the condensed consolidated balance sheets (amounts in thousands):

September 30, 2020

December 31, 2019


Carrying

Fair

Carrying

Fair

Value

Value

Value

Value
Financial assets not carried at fair value:

Loans held-for-investment and loans held-for-sale

$
10,662,245

$
10,583,876

$
10,034,030

$
10,086,372
HTM debt securities

541,296

512,808

570,638

568,727
Financial liabilities not carried at fair value:

Secured financing agreements and CLO

$
10,545,823

$
10,495,587

$
9,834,108

$
9,826,511
Unsecured senior notes

1,934,555

1,917,805

1,928,622

2,022,283


	June 30, 2021				December 31, 2020
	Carrying Value		Fair Value		Carrying Value		Fair Value
Financial assets not carried at fair value:
Loans held-for-investment and loans held-for-sale	$	12,706,541	$	12,776,798	$	11,116,929	$	11,107,316
HTM debt securities	488,017		468,558		538,605		515,253
Financial liabilities not carried at fair value:
Secured financing agreements and CLO	$	12,337,334	$	12,430,899	$	11,076,744	$	11,108,364
Unsecured senior notes	1,737,383		1,802,131		1,732,520		1,786,667

Table of Contents

The following is quantitative information about significant unobservable inputs in our Level III measurements for those assets and liabilities measured at fair value on a recurring basis (dollars in thousands):

Carrying Value at

Valuation

Unobservable

Range (Weighted Average) as of (1)


September 30, 2020

Technique

Input

September 30, 2020

December 31, 2019
Loans under fair value option

$
1,269,080

Discounted cash flow

Yield (b)

3.3% - 9.7% (4.7%)

3.4% - 5.9%

Duration (c)

1.5 - 10.8 years (4.8 years)

1.3 - 11.3 years
RMBS

170,270

Discounted cash flow

Constant prepayment rate (a)

3.2% - 16.4% (7.3%)

3.1% - 24.9%

Constant default rate (b)

1.3% - 5.0% (2.6%)

0.5% - 5.0%

Loss severity (b)

0% - 79% (26%) (e)

0% - 93% (e)

Delinquency rate (c)

8% - 28% (18%)

5% - 29%

Servicer advances (a)

24% - 85% (61%)

27% - 85%

Annual coupon deterioration (b)

0.0% - 0.9% (0.1%)

0% - 1.6%

Putback amount per projected total collateral loss (d)

0% -25% (1.1%)

0% - 28%
CMBS

21,849

Discounted cash flow

Yield (b)

0% - 700.5% (6.1%)

0% - 122.9%

Duration (c)

0 - 8.9 years (5.5 years)

0 - 9.7 years
Domestic servicing rights

14,589

Discounted cash flow

Debt yield (a)

7.75% (7.75%)

7.50%

Discount rate (b)

15% (15%)

15%
VIE assets

64,477,475

Discounted cash flow

Yield (b)

0% - 751.1% (13.3%)

0% - 690.7%

Duration (c)

0 - 19 years (3.9 years)

0 - 19.2 years
VIE liabilities

(2,315,306)

Discounted cash flow

Yield (b)

0% - 751.1% (13.3%)

0% - 690.7%

Duration (c)

0 - 11.0 years (3.8 years)

0 - 12.7 years

~~(1)~~
	Carrying Value at June 30, 2021		~~The ranges and weighted averages of significant unobservable inputs are represented in percentages and years.~~ Valuation Technique	Unobservable ~~inputs were weighted by the relative carrying value of the instruments~~ Input	Range (Weighted Average) as of ~~September~~(1)
					June 30, ~~2020.~~2021	December 31, 2020
Loans under fair value option	$	767,821	Discounted cash flow, market pricing	Coupon (d)	2.6% - 9.5% (5.0%)	3.3% - 9.7% (5.9%)
				Remaining contractual term (d)	2.0 - 38.8 years (24.6 years)	7.3 - 39.3 years (26.3 years)
				FICO score (a)	519 - 823 (739)	519 - 823 (727)
				LTV (b)	13% - 96% (67%)	5% - 94% (68%)
				Purchase price (d)	85.6% - 104.8% (102.0%)	84.4% - 104.8% (99.8%)
RMBS	154,704		Discounted cash flow	Constant prepayment rate (a)	3.8% - 18.4% (8.2%)	3.6% - 19.4% (7.6%)
				Constant default rate (b)	0.7% - 5.0% (2.2%)	0.7% - 5.4% (2.4%)
				Loss severity (b)	0% - 83% (11%) (f)	0% - 85% (20%) (f)
				Delinquency rate (c)	10% - 33% (19%)	10%- 32% (19%)
				Servicer advances (a)	23% -84% (53%)	23% - 82% (54%)
				Annual coupon deterioration (b)	0%- 1.8% (0.1%)	0% - 0.9% (0.1%)
				Putback amount per projected total collateral loss (e)	0% -8% (0.4%)	0% -17% (0.8%)
CMBS	18,965		Discounted cash flow	Yield (b)	0% - 705.9% (11.6%)	0% - 536.6% (7.1%)
				Duration (c)	0 - 6.8 years (5.1 years)	0 - 7.6 years (5.3 years)
Domestic servicing rights	13,705		Discounted cash flow	Debt yield (a)	7.25% (7.25%)	7.50% (7.50%)
				Discount rate (b)	15% (15%)	15% (15%)
VIE assets	63,493,796		Discounted cash flow	Yield (b)	0% - 458.7% (12.0%)	0% - 312.2% (14.3%)
				Duration (c)	0 - 19.8 years (3.6 years)	0 - 16.3 years (3.8 years)
VIE liabilities	4,836,192		Discounted cash flow	Yield (b)	0% - 458.7% (11.9%)	0% - 312.2% (14.4%)
				Duration (c)	0 - 19.8 years (3.8 years)	0 - 10.8 years (3.8 years)

(1)

Unobservable inputs were weighted by the relative carrying value of the instruments as of June 30, 2021 and December 31, 2020.

Information about Uncertainty of Fair Value Measurements

~~(a)~~

(a)Significant increase (decrease) in the unobservable input in isolation would result in a significantly higher (lower) fair value measurement.

(b)Significant increase (decrease) in the unobservable input in isolation would result in a significantly lower (higher) fair value measurement.

(c)Significant increase (decrease) in the unobservable input in isolation would result in either a significantly lower or higher (higher or lower) fair value measurement depending on the structural features of the security in question.

(d)This unobservable input is not subject to variability as of the respective reporting dates.

(e)Any delay in the putback recovery date leads to a decrease in fair value for the majority of securities in our RMBS portfolio.

(f)8% and 23% of the portfolio falls within a range of 45% - 80% as of June 30, 2021 and December 31, 2020, respectively.

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~~Significant increase (decrease) in the unobservable input in isolation would result in a significantly higher (lower) fair value measurement.~~

~~(b)~~

~~Significant increase (decrease) in the unobservable input in isolation would result in a significantly lower (higher) fair value measurement.~~

~~(c)~~

Significant increase (decrease) in the unobservable input in isolation would result in either a significantly lower or higher (higher or lower) fair value measurement depending on the structural features of the security in question.

~~(d)~~

~~Any delay in the putback recovery date leads to a decrease in fair value for the majority of securities in our RMBS portfolio.~~

~~(e)~~

~~17% and 34% of the portfolio falls within a range of 45% - 80% as of September 30, 2020 and December 31, 2019, respectively.~~

20. Income Taxes

Certain of our domestic subsidiaries have elected to be treated as taxable REIT subsidiaries (“TRSs”). TRSs permit us to participate in certain activities from which REITs are generally precluded, as long as these activities meet specific criteria, are conducted within the parameters of certain limitations established by the Code and are conducted in entities which elect to be treated as taxable subsidiaries under the Code. To the extent these criteria are met, we will continue to maintain our qualification as a REIT.

Our TRSs engage in various real estate related operations, including special servicing of commercial real estate, originating and securitizing mortgage loans, and investing in entities which engage in real estate-related operations. As of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, approximately ~~$1.3~~$1.5 billion and ~~$1.6~~$1.4 billion, respectively, of assets were owned by TRS entities. Our TRSs are not consolidated for U.S. federal income tax purposes, but are instead taxed as corporations. For financial reporting purposes, a provision for current and deferred taxes is established for the portion of earnings recognized by us with respect to our interest in TRSs.

~~Table of Contents~~

The following table is a reconciliation of our U.S. federal income tax provision (benefit) ~~provision~~ determined using our statutory federal tax rate to our reported income tax (benefit) provision for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~2020 (dollars in thousands):

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

2020


2019


2020

2019
Federal statutory tax rate

$
37,711

21.0
%

$
32,448

21.0
%

$
54,231

21.0
%

$
77,140

21.0
%
REIT and other non-taxable loss

(24,688)

(13.7)
%

(28,870)

(18.7)
%

(41,697)

(16.2)
%

(71,042)

(19.3)
%
State income taxes

4,278

2.4
%

937

0.6
%

4,118

1.6
%

1,597

0.4
%
Federal benefit of state tax deduction

(899)

(0.5)
%

(196)

(0.1)
%

(865)

(0.3)
%

(335)

(0.1)
%
Net operating loss carryback rate differential

(1,569)

(0.9)
%

—

—
%

(5,286)

(2.0)
%

—

—
%
Intra-entity transfer

—

—
%

—

—
%

(3,781)

(1.5)
%

—

—
%
Other

10

—
%

194

0.1
%

96

—
%

1,020

0.3
%
Effective tax rate

$
14,843

8.3
%

$
4,513

2.9
%

$
6,816

2.6
%

$
8,380

2.3
%

The Company has used the discrete tax approach in calculating the tax benefit for the three and nine months ended September 30, 2020 due to the fact that a relatively small change in the Company’s projected pre-tax net income could result in a volatile effective tax rate. Under the discrete method, the Company determines its tax benefit based upon actual results as if the interim period was an annual period.


	For the Three Months Ended June 30,								For the Six Months Ended June 30,
	2021				2020				2021				2020
Federal statutory tax rate	$	25,836	21.0	%	$	31,849	21.0	%	$	52,035	21.0	%	$	16,520	21.0	%
REIT and other non-taxable loss	(24,018)		(19.5)	%	(26,923)		(17.8)	%	(48,519)		(19.6)	%	(17,009)		(21.6)	%
State income taxes	597		0.5	%	1,619		1.1	%	1,155		0.5	%	(160)		(0.2)	%
Federal benefit of state tax deduction	(126)		(0.1)	%	(340)		(0.2)	%	(243)		(0.1)	%	34		0	%
Net operating loss carryback rate differential	0		0	%	(3,717)		(2.5)	%	0		0	%	(3,717)		(4.7)	%
Intra-entity transfer	(6,037)		(4.9)	%	(3,781)		(2.5)	%	(6,052)		(2.4)	%	(3,781)		(4.8)	%
Other	395		0.3	%	(5)		0	%	501		0.1	%	86		0.1	%
Effective tax rate	$	(3,353)	(2.7)	%	$	(1,298)	(0.9)	%	$	(1,123)	(0.5)	%	$	(8,027)	(10.2)	%

In response to the COVID-19 pandemic, the U.S. and many other governments have enacted, or are contemplating enacting, measures to provide aid and economic stimulus. These measures ~~include~~included deferring the due dates of tax payments and other changes to their income and non-income-based tax laws. The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted on March 27, 2020 in the U.S., ~~includes~~included measures to assist companies, including temporary changes to income and non-income-based tax laws, and ~~to allow~~allowed companies to carry back tax net operating losses (“NOLs”) generated in 2018 to 2020 to the five preceding tax years. The Company plans to carry back its NOL generated ~~this year~~in 2020 to a year in which the federal tax rate was 35~~%, resulting in a tax benefit from the NOL carryback for the three and nine months ended September 30, 2020.~~35%. We continue to monitor additional guidance issued by the U.S. Treasury Department, the Internal Revenue Service and others.

The Company used the discrete tax approach in calculating the tax benefit for the three and six months ended June 30, 2020 due to the fact that a relatively small change in the Company’s projected pre-tax net loss could have resulted in a volatile effective tax rate. Under the discrete method, the tax benefit was determined based upon actual results as if the interim period was an annual period.

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21. Commitments and ~~Contingencie~~s

Contingencies

As of ~~September~~June 30, ~~2020,~~2021, our Commercial and Residential Lending Segment had future commercial loan funding commitments totaling ~~$1.8~~$1.5 billion, of which we expect to fund ~~$1.6~~$1.4 billion. These future funding commitments primarily relate to construction projects, capital improvements, tenant improvements and leasing commissions.

Additionally, as of June 30, 2021, our Commercial and Residential Lending Segment had outstanding residential loan purchase commitments of $406.0 million.

As of ~~September~~June 30, ~~2020,~~2021, our Infrastructure Lending Segment had future infrastructure loan funding commitments totaling ~~$241.6~~$158.6 million, including ~~$146.2~~$112.4 million under revolvers and letters of credit (“LCs”), and ~~$95.4~~$46.2 million under delayed draw term loans. As of ~~September~~June 30, ~~2020, $25.6~~2021, $19.4 million of revolvers and LCs were outstanding.

Additionally, as of June 30, 2021, our Infrastructure Lending Segment had outstanding loan purchase commitments of $15.0 million.

In connection with the Infrastructure Lending Segment acquisition, we assumed guarantees of certain borrowers’ performance under existing interest rate swaps. As of ~~September~~June 30, ~~2020,~~2021, we had 65 outstanding guarantees on interest rate swaps maturing between ~~March~~May 2022 and June 2025. Refer to Note 12 for further discussion.

Generally, funding commitments are subject to certain conditions that must be met, such as customary construction draw certifications, minimum debt service coverage ratios or executions of new leases before advances are made to the borrower.

Management is not aware of any other contractual obligations, legal proceedings, or any other contingent obligations incurred in the normal course of business that would have a material adverse effect on our condensed consolidated financial statements.

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22. Segment ~~Dat~~a

Data

In its operation of the business, management, including our chief operating decision maker, who is our Chief Executive Officer, reviews certain financial information, including segmented internal profit and loss statements prepared on a basis prior to the impact of consolidating securitization VIEs under ASC 810. The segment information within this Note is reported on that basis.

The table below presents our results of operations for the three months ended ~~September~~June 30, ~~2020~~2021 by business segment (amounts in thousands):

Commercial and

Residential

Infrastructure

Investing

Lending

Lending

Property

and Servicing

Securitization

Segment

Segment

Segment

Segment

Corporate

Subtotal

VIEs

Total
Revenues:

Interest income from loans

$
149,972

$
17,835

$
—

$
1,597

$
—

$
169,404

$
—

$
169,404
Interest income from investment securities

21,385

635

—

23,587

—

45,607

(33,421)

12,186
Servicing fees

110

—

—

13,749

—

13,859

(4,311)

9,548
Rental income

2,014

—

63,925

10,039

—

75,978

—

75,978
Other revenues

66

101

48

98

—

313

(2)

311
Total revenues

173,547

18,571

63,973

49,070

—

305,161

(37,734)

267,427
Costs and expenses:

Management fees

297

—

—

221

22,596

23,114

13

23,127
Interest expense

38,422

8,914

16,180

5,425

27,040

95,981

—

95,981
General and administrative

12,483

3,568

1,094

18,813

3,436

39,394

84

39,478
Acquisition and investment pursuit costs

757

62

—

65

—

884

—

884
Costs of rental operations

643

—

24,302

4,577

—

29,522

—

29,522
Depreciation and amortization

430

87

19,130

3,934

—

23,581

—

23,581
Credit loss provision (reversal), net

782

(4,369)

—

—

—

(3,587)

—

(3,587)
Other expense

77

—

95

—

—

172

—

172
Total costs and expenses

53,891

8,262

60,801

33,035

53,072

209,061

97

209,158
Other income (loss):

Change in net assets related to consolidated VIEs

—

—

—

—

—

—

58,585

58,585
Change in fair value of servicing rights

—

—

—

3,960

—

3,960

(3,326)

634
Change in fair value of investment securities, net

13,611

—

—

3,249

—

16,860

(17,059)

(199)
Change in fair value of mortgage loans, net

59,402

—

—

1,982

—

61,384

—

61,384
Earnings (loss) from unconsolidated entities

3,253

(80)

—

358

—

3,531

(339)

3,192
(Loss) gain on derivative financial instruments, net

(28,577)

110

(313)

38

645

(28,097)

—

(28,097)
Foreign currency gain, net

25,302

110

14

26

—

25,452

—

25,452
Other (loss) income, net

—

—

(1)

358

—

357

—

357
Total other income (loss)

72,991

140

(300)

9,971

645

83,447

37,861

121,308
Income (loss) before income taxes

192,647

10,449

2,872

26,006

(52,427)

179,547

30

179,577
Income tax (provision) benefit

(16,700)

(86)

—

1,943

—

(14,843)

—

(14,843)
Net income (loss)

175,947

10,363

2,872

27,949

(52,427)

164,704

30

164,734
Net income attributable to non-controlling interests

(3)

—

(5,072)

(7,795)

—

(12,870)

(30)

(12,900)
Net income (loss) attributable to Starwood Property Trust, Inc.

$
175,944

$
10,363

$
(2,200)

$
20,154

$
(52,427)

$
151,834

$
—

$
151,834


	Commercial and Residential Lending Segment		Infrastructure Lending Segment		Property Segment		Investing and Servicing Segment		Corporate		Subtotal		Securitization VIEs		Total
Revenues:
Interest income from loans	$	165,697	$	21,171	$	0	$	2,404	$	0	$	189,272	$	0	$	189,272
Interest income from investment securities	17,190		555		0		25,668		0		43,413		(32,765)		10,648
Servicing fees	110		0		0		16,365		0		16,475		(5,611)		10,864
Rental income	1,419		0		65,410		10,290		0		77,119		0		77,119
Other revenues	74		69		44		2,777		0		2,964		0		2,964
Total revenues	184,490		21,795		65,454		57,504		0		329,243		(38,376)		290,867
Costs and expenses:
Management fees	300		0		0		224		28,716		29,240		10		29,250
Interest expense	48,356		9,694		16,863		5,789		29,171		109,873		(220)		109,653
General and administrative	10,411		3,532		1,028		25,720		4,489		45,180		85		45,265
Acquisition and investment pursuit costs	179		249		0		(21)		0		407		0		407
Costs of rental operations	433		0		25,922		4,376		0		30,731		0		30,731
Depreciation and amortization	311		100		17,901		4,165		0		22,477		0		22,477
Credit loss (reversal) provision, net	(12,447)		603		0		0		0		(11,844)		0		(11,844)
Other expense	0		0		0		0		0		0		0		0
Total costs and expenses	47,543		14,178		61,714		40,253		62,376		226,064		(125)		225,939
Other income (loss):
Change in net assets related to consolidated VIEs	0		0		0		0		0		0		12,509		12,509
Change in fair value of servicing rights	0		0		0		460		0		460		839		1,299
Change in fair value of investment securities, net	(9,402)		0		0		(12,585)		0		(21,987)		23,495		1,508
Change in fair value of mortgage loans, net	12,329		0		0		33,538		0		45,867		0		45,867
Earnings (loss) from unconsolidated entities	1,996		(70)		0		(507)		0		1,419		807		2,226
(Loss) gain on sale of investments and other assets, net	(1,019)		27		0		9,723		0		8,731		0		8,731
(Loss) gain on derivative financial instruments, net	(4,945)		112		(372)		(5,731)		927		(10,009)		0		(10,009)
Foreign currency gain (loss), net	2,715		(62)		(25)		(1)		0		2,627		0		2,627
Loss on extinguishment of debt	(221)		(939)		0		(22)		0		(1,182)		0		(1,182)
Other (loss) income, net	(5,504)		2		0		29		0		(5,473)		0		(5,473)
Total other income (loss)	(4,051)		(930)		(397)		24,904		927		20,453		37,650		58,103
Income (loss) before income taxes	132,896		6,687		3,343		42,155		(61,449)		123,632		(601)		123,031
Income tax benefit (provision)	8,043		(58)		0		(4,632)		0		3,353		0		3,353
Net income (loss)	140,939		6,629		3,343		37,523		(61,449)		126,985		(601)		126,384
Net (income) loss attributable to non-controlling interests	(4)		0		(4,914)		(5,757)		0		(10,675)		601		(10,074)
Net income (loss) attributable to Starwood Property Trust, Inc.	$	140,935	$	6,629	$	(1,571)	$	31,766	$	(61,449)	$	116,310	$	0	$	116,310

Table of Contents

The table below presents our results of operations for the three months ended ~~September~~June 30, ~~2019~~2020 by business segment (amounts in thousands):

Commercial and

Residential

Infrastructure

Investing

Lending

Lending

Property

and Servicing

Securitization

Segment

Segment

Segment

Segment

Corporate

Subtotal

VIEs

Total
Revenues:

Interest income from loans

$
145,290

$
22,763

$
—

$
3,977

$
—

$
172,030

$
—

$
172,030
Interest income from investment securities

18,163

810

—

32,556

—

51,529

(34,853)

16,676
Servicing fees

97

—

—

18,243

—

18,340

(4,007)

14,333
Rental income

—

—

72,251

12,403

—

84,654

—

84,654
Other revenues

258

39

125

218

—

640

(3)

637
Total revenues

163,808

23,612

72,376

67,397

—

327,193

(38,863)

288,330
Costs and expenses:

Management fees

363

—

—

18

29,829

30,210

28

30,238
Interest expense

51,844

14,422

19,020

8,891

29,142

123,319

(163)

123,156
General and administrative

7,104

4,315

2,170

22,915

3,184

39,688

78

39,766
Acquisition and investment pursuit costs

506

21

—

(364)

—

163

—

163
Costs of rental operations

765

—

24,784

6,019

—

31,568

—

31,568
Depreciation and amortization

339

15

23,106

4,809

—

28,269

—

28,269
Credit loss reversal, net

(39)

—

—

—

—

(39)

—

(39)
Other expense

77

—

46

—

—

123

—

123
Total costs and expenses

60,959

18,773

69,126

42,288

62,155

253,301

(57)

253,244
Other income (loss):

Change in net assets related to consolidated VIEs

—

—

—

—

—

—

61,767

61,767
Change in fair value of servicing rights

—

—

—

57

—

57

(682)

(625)
Change in fair value of investment securities, net

(303)

—

—

22,476

—

22,173

(21,907)

266
Change in fair value of mortgage loans, net

10,088

—

—

22,433

—

32,521

—

32,521
Earnings from unconsolidated entities

2,507

—

223

253

—

2,983

(236)

2,747
Gain (loss) on sale of investments and other assets, net

482

(25)

—

20,700

—

21,157

—

21,157
Gain (loss) on derivative financial instruments, net

15,729

(109)

5,900

(6,376)

6,789

21,933

—

21,933
Foreign currency loss, net

(15,337)

(319)

(8)

—

—

(15,664)

—

(15,664)
Loss on extinguishment of debt

(857)

(2,101)

—

(194)

(1,472)

(4,624)

—

(4,624)
Other loss, net

—

(50)

—

—

—

(50)

—

(50)
Total other income (loss)

12,309

(2,604)

6,115

59,349

5,317

80,486

38,942

119,428
Income (loss) before income taxes

115,158

2,235

9,365

84,458

(56,838)

154,378

136

154,514
Income tax (provision) benefit

(3,194)

475

—

(1,794)

—

(4,513)

—

(4,513)
Net income (loss)

111,964

2,710

9,365

82,664

(56,838)

149,865

136

150,001
Net income attributable to non-controlling interests

—

—

(5,250)

(4,219)

—

(9,469)

(136)

(9,605)
Net income (loss) attributable to Starwood Property Trust, Inc.

$
111,964

$
2,710

$
4,115

$
78,445

$
(56,838)

$
140,396

$
—

$
140,396


	Commercial and Residential Lending Segment		Infrastructure Lending Segment		Property Segment		Investing and Servicing Segment		Corporate		Subtotal		Securitization VIEs		Total
Revenues:
Interest income from loans	$	150,136	$	19,126	$	0	$	1,841	$	0	$	171,103	$	0	$	171,103
Interest income from investment securities	17,345		683		0		24,924		0		42,952		(28,308)		14,644
Servicing fees	142		0		0		8,591		0		8,733		(2,075)		6,658
Rental income	690		0		63,566		8,454		0		72,710		0		72,710
Other revenues	54		100		58		280		0		492		(1)		491
Total revenues	168,367		19,909		63,624		44,090		0		295,990		(30,384)		265,606
Costs and expenses:
Management fees	339		0		0		220		22,554		23,113		2		23,115
Interest expense	41,871		9,678		15,942		6,177		27,825		101,493		0		101,493
General and administrative	8,615		4,337		1,281		14,993		3,368		32,594		83		32,677
Acquisition and investment pursuit costs	578		1,100		0		(88)		0		1,590		0		1,590
Costs of rental operations	988		0		24,703		3,941��		0		29,632		0		29,632
Depreciation and amortization	430		89		19,153		3,749		0		23,421		0		23,421
Credit loss provision (reversal), net	11,294		(1,092)		0		0		0		10,202		0		10,202
Other expense	76		0		26		0		0		102		0		102
Total costs and expenses	64,191		14,112		61,105		28,992		53,747		222,147		85		222,232
Other income (loss):
Change in net assets related to consolidated VIEs	0		0		0		0		0		0		51,261		51,261
Change in fair value of servicing rights	0		0		0		5,328		0		5,328		(7,897)		(2,569)
Change in fair value of investment securities, net	5,454		0		0		7,941		0		13,395		(12,568)		827
Change in fair value of mortgage loans, net	33,010		0		0		1,440		0		34,450		0		34,450
Earnings (loss) from unconsolidated entities	671		(1,118)		0		29,526		0		29,079		(303)		28,776
(Loss) gain on sale of investments and other assets, net	(961)		0		0		7,433		0		6,472		0		6,472
(Loss) gain on derivative financial instruments, net	(11,736)		(437)		(4,614)		(3,828)		4,517		(16,098)		0		(16,098)
Foreign currency gain (loss), net	6,942		310		(48)		(31)		0		7,173		0		7,173
Loss on extinguishment of debt	(22)		0		(2,185)		0		0		(2,207)		0		(2,207)
Other income, net	0		0		191		13		0		204		0		204
Total other income (loss)	33,358		(1,245)		(6,656)		47,822		4,517		77,796		30,493		108,289
Income (loss) before income taxes	137,534		4,552		(4,137)		62,920		(49,230)		151,639		24		151,663
Income tax (provision) benefit	(3,257)		(56)		0		4,611		0		1,298		0		1,298
Net income (loss)	134,277		4,496		(4,137)		67,531		(49,230)		152,937		24		152,961
Net income attributable to non-controlling interests	(4)		0		(5,111)		(8,166)		0		(13,281)		(24)		(13,305)
Net income (loss) attributable to Starwood Property Trust, Inc.	$	134,273	$	4,496	$	(9,248)	$	59,365	$	(49,230)	$	139,656	$	0	$	139,656

Table of Contents

The table below presents our results of operations for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 by business segment (amounts in thousands):

Commercial and


Residential

Infrastructure



Investing








Lending

Lending

Property

and Servicing

Securitization

Segment

Segment

Segment

Segment

Corporate

Subtotal

VIEs

Total
Revenues:

Interest income from loans

$
492,489

$
59,374

$
—

$
6,071

$
—

$
557,934

$
—

$
557,934
Interest income from investment securities

57,358

2,019

—

73,311

—

132,688

(90,618)

42,070
Servicing fees

424

—

—

28,782

—

29,206

(8,207)

20,999
Rental income

2,782

—

191,452

28,600

—

222,834

—

222,834
Other revenues

298

344

228

891

—

1,761

(5)

1,756
Total revenues

553,351

61,737

191,680

137,655

—

944,423

(98,830)

845,593
Costs and expenses:

Management fees

987

—

—

680

85,257

86,924

46

86,970
Interest expense

134,243

31,709

49,243

18,796

83,670

317,661

(162)

317,499
General and administrative

29,230

12,328

3,453

54,490

11,105

110,606

251

110,857
Acquisition and investment pursuit costs

2,195

1,179

12

(3)

—

3,383

—

3,383
Costs of rental operations

2,409

—

71,857

13,102

—

87,368

—

87,368
Depreciation and amortization

1,275

246

57,571

11,890

—

70,982

—

70,982
Credit loss provision, net

52,293

2,991

—

—

—

55,284

—

55,284
Other expense

230

—

432

—

—

662

—

662
Total costs and expenses

222,862

48,453

182,568

98,955

180,032

732,870

135

733,005
Other income (loss):

Change in net assets related to consolidated VIEs

—

—

—

—

—

—

64,353

64,353
Change in fair value of servicing rights

—

—

—

9,606

—

9,606

(11,934)

(2,328)
Change in fair value of investment securities, net

(8,814)

—

—

(36,026)

—

(44,840)

47,972

3,132
Change in fair value of mortgage loans, net

56,895

—

—

22,805

—

79,700

—

79,700
Earnings (loss) from unconsolidated entities

3,975

(1,198)

—

30,504

—

33,281

(1,216)

32,065
(Loss) gain on sale of investments and other assets, net

(961)

296

—

7,433

—

6,768

—

6,768
(Loss) gain on derivative financial instruments, net

(9,508)

(1,328)

(35,150)

(22,896)

34,397

(34,485)

—

(34,485)
Foreign currency (loss) gain, net

(1,757)

(53)

(53)

2

—

(1,861)

—

(1,861)
Loss on extinguishment of debt

(22)

(170)

(2,185)

—

—

(2,377)

—

(2,377)
Other income, net

—

—

240

447

—

687

—

687
Total other income (loss)

39,808

(2,453)

(37,148)

11,875

34,397

46,479

99,175

145,654
Income (loss) before income taxes

370,297

10,831

(28,036)

50,575

(145,635)

258,032

210

258,242
Income tax (provision) benefit

(15,535)

3

—

8,716

—

(6,816)

—

(6,816)
Net income (loss)

354,762

10,834

(28,036)

59,291

(145,635)

251,216

210

251,426
Net income attributable to non-controlling interests

(10)

—

(15,294)

(11,191)

—

(26,495)

(210)

(26,705)
Net income (loss) attributable to Starwood Property Trust, Inc.

$
354,752

$
10,834

$
(43,330)

$
48,100

$
(145,635)

$
224,721

$
—

$
224,721


	Commercial and Residential Lending Segment		Infrastructure Lending Segment		Property Segment		Investing and Servicing Segment		Corporate		Subtotal		Securitization VIEs		Total
Revenues:
Interest income from loans	$	336,290	$	39,979	$	0	$	3,578	$	0	$	379,847	$	0	$	379,847
Interest income from investment securities	35,575		1,119		0		46,608		0		83,302		(61,044)		22,258
Servicing fees	234		0		0		28,821		0		29,055		(9,789)		19,266
Rental income	2,758		0		130,514		20,185		0		153,457		0		153,457
Other revenues	164		162		84		2,859		0		3,269		0		3,269
Total revenues	375,021		41,260		130,598		102,051		0		648,930		(70,833)		578,097
Costs and expenses:
Management fees	615		0		0		446		66,904		67,965		21		67,986
Interest expense	92,651		18,535		32,695		11,238		58,319		213,438		(411)		213,027
General and administrative	21,744		6,974		2,051		44,160		8,800		83,729		172		83,901
Acquisition and investment pursuit costs	364		249		0		(21)		0		592		0		592
Costs of rental operations	910		0		49,882		8,684		0		59,476		0		59,476
Depreciation and amortization	618		200		36,001		8,132		0		44,951		0		44,951
Credit loss (reversal) provision, net	(12,976)		1,176		0		0		0		(11,800)		0		(11,800)
Other expense	31		0		583		71		0		685		0		685
Total costs and expenses	103,957		27,134		121,212		72,710		134,023		459,036		(218)		458,818
Other income (loss):
Change in net assets related to consolidated VIEs	0		0		0		0		0		0		52,254		52,254
Change in fair value of servicing rights	0		0		0		1,205		0		1,205		(702)		503
Change in fair value of investment securities, net	(11,452)		0		0		(5,415)		0		(16,867)		18,069		1,202
Change in fair value of mortgage loans, net	1,615		0		0		34,774		0		36,389		0		36,389
Earnings (loss) from unconsolidated entities	3,749		(324)		0		82		0		3,507		453		3,960
Gain on sale of investments and other assets, net	16,674		27		0		9,723		0		26,424		0		26,424
Gain (loss) on derivative financial instruments, net	21,196		796		4,352		3,552		(5,916)		23,980		0		23,980
Foreign currency loss, net	(8,879)		(111)		0		(64)		0		(9,054)		0		(9,054)
Loss on extinguishment of debt	(289)		(1,246)		(141)		(22)		0		(1,698)		0		(1,698)
Other (loss) income, net	(5,504)		23		0		29		0		(5,452)		0		(5,452)
Total other income (loss)	17,110		(835)		4,211		43,864		(5,916)		58,434		70,074		128,508
Income (loss) before income taxes	288,174		13,291		13,597		73,205		(139,939)		248,328		(541)		247,787
Income tax benefit (provision)	6,538		(150)		0		(5,265)		0		1,123		0		1,123
Net income (loss)	294,712		13,141		13,597		67,940		(139,939)		249,451		(541)		248,910
Net (income) loss attributable to non-controlling interests	(7)		0		(9,991)		(11,765)		0		(21,763)		541		(21,222)
Net income (loss) attributable to Starwood Property Trust, Inc.	$	294,705	$	13,141	$	3,606	$	56,175	$	(139,939)	$	227,688	$	0	$	227,688

Table of Contents

The table below presents our results of operations for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 by business segment (amounts in thousands):

Commercial and


Residential

Infrastructure



Investing








Lending

Lending

Property

and Servicing

Securitization

Segment

Segment

Segment

Segment

Corporate

Subtotal

VIEs

Total
Revenues:

Interest income from loans

$
462,956

$
74,969

$
—

$
8,987

$
—

$
546,912

$
—

$
546,912
Interest income from investment securities

62,438

2,563

—

88,012

—

153,013

(96,160)

56,853
Servicing fees

310

—

—

61,366

—

61,676

(13,902)

47,774
Rental income

—

—

215,098

40,686

—

255,784

—

255,784
Other revenues

714

732

291

929

26

2,692

(24)

2,668
Total revenues

526,418

78,264

215,389

199,980

26

1,020,077

(110,086)

909,991
Costs and expenses:

Management fees

1,127

—

—

54

74,924

76,105

122

76,227
Interest expense

172,012

49,257

57,142

25,152

84,878

388,441

(487)

387,954
General and administrative

20,626

13,624

5,394

61,943

10,429

112,016

258

112,274
Acquisition and investment pursuit costs

915

51

—

(387)

—

579

—

579
Costs of rental operations

1,525

—

70,846

19,503

—

91,874

—

91,874
Depreciation and amortization

695

15

70,078

15,287

—

86,075

—

86,075
Credit loss provision, net

2,046

1,196

—

—

—

3,242

—

3,242
Other expense

230

—

1,353

194

—

1,777

—

1,777
Total costs and expenses

199,176

64,143

204,813

121,746

170,231

760,109

(107)

760,002
Other income (loss):

Change in net assets related to consolidated VIEs

—

—

—

—

—

—

164,761

164,761
Change in fair value of servicing rights

—

—

—

(1,617)

—

(1,617)

(691)

(2,308)
Change in fair value of investment securities, net

(2,945)

—

—

56,431

—

53,486

(52,491)

995
Change in fair value of mortgage loans, net

16,837

—

—

48,841

—

65,678

—

65,678
Earnings (loss) from unconsolidated entities

8,576

—

(42,538)

3,601

—

(30,361)

(1,275)

(31,636)
Gain on sale of investments and other assets, net

3,476

3,041

—

21,640

—

28,157

—

28,157
Gain (loss) on derivative financial instruments, net

12,024

(3,337)

(3,957)

(16,761)

31,725

19,694

—

19,694
Foreign currency loss, net

(17,025)

(102)

(7)

—

—

(17,134)

—

(17,134)
Loss on extinguishment of debt

(857)

(8,221)

—

(194)

(1,466)

(10,738)

—

(10,738)
Other loss, net

—

(50)

—

—

(73)

(123)

—

(123)
Total other income (loss)

20,086

(8,669)

(46,502)

111,941

30,186

107,042

110,304

217,346
Income (loss) before income taxes

347,328

5,452

(35,926)

190,175

(140,019)

367,010

325

367,335
Income tax (provision) benefit

(4,778)

746

(258)

(4,090)

—

(8,380)

—

(8,380)
Net income (loss)

342,550

6,198

(36,184)

186,085

(140,019)

358,630

325

358,955
Net income attributable to non-controlling interests

(392)

—

(16,322)

(4,121)

—

(20,835)

(325)

(21,160)
Net income (loss) attributable to Starwood Property Trust, Inc.

$
342,158

$
6,198

$
(52,506)

$
181,964

$
(140,019)

$
337,795

$
—

$
337,795


	Commercial and Residential Lending Segment		Infrastructure Lending Segment		Property Segment		Investing and Servicing Segment		Corporate		Subtotal		Securitization VIEs		Total
Revenues:
Interest income from loans	$	342,517	$	41,539	$	0	$	4,474	$	0	$	388,530	$	0	$	388,530
Interest income from investment securities	35,973		1,384		0		49,724		0		87,081		(57,197)		29,884
Servicing fees	314		0		0		15,033		0		15,347		(3,896)		11,451
Rental income	768		0		127,527		18,561		0		146,856		0		146,856
Other revenues	232		243		180		793		0		1,448		(3)		1,445
Total revenues	379,804		43,166		127,707		88,585		0		639,262		(61,096)		578,166
Costs and expenses:
Management fees	690		0		0		459		62,661		63,810		33		63,843
Interest expense	95,821		22,795		33,063		13,371		56,630		221,680		(162)		221,518
General and administrative	16,747		8,760		2,359		35,677		7,669		71,212		167		71,379
Acquisition and investment pursuit costs	1,438		1,117		12		(68)		0		2,499		0		2,499
Costs of rental operations	1,766		0		47,555		8,525		0		57,846		0		57,846
Depreciation and amortization	845		159		38,441		7,956		0		47,401		0		47,401
Credit loss provision, net	51,511		7,360		0		0		0		58,871		0		58,871
Other expense	153		0		337		0		0		490		0		490
Total costs and expenses	168,971		40,191		121,767		65,920		126,960		523,809		38		523,847
Other income (loss):
Change in net assets related to consolidated VIEs	0		0		0		0		0		0		5,768		5,768
Change in fair value of servicing rights	0		0		0		5,646		0		5,646		(8,608)		(2,962)
Change in fair value of investment securities, net	(22,425)		0		0		(39,275)		0		(61,700)		65,031		3,331
Change in fair value of mortgage loans, net	(2,507)		0		0		20,823		0		18,316		0		18,316
Earnings (loss) from unconsolidated entities	722		(1,118)		0		30,146		0		29,750		(877)		28,873
(Loss) gain on sale of investments and other assets, net	(961)		296		0		7,433		0		6,768		0		6,768
Gain (loss) on derivative financial instruments, net	19,069		(1,438)		(34,837)		(22,934)		33,752		(6,388)		0		(6,388)
Foreign currency loss, net	(27,059)		(163)		(67)		(24)		0		(27,313)		0		(27,313)
Loss on extinguishment of debt	(22)		(170)		(2,185)		0		0		(2,377)		0		(2,377)
Other income, net	0		0		241		89		0		330		0		330
Total other income (loss)	(33,183)		(2,593)		(36,848)		1,904		33,752		(36,968)		61,314		24,346
Income (loss) before income taxes	177,650		382		(30,908)		24,569		(93,208)		78,485		180		78,665
Income tax benefit	1,165		89		0		6,773		0		8,027		0		8,027
Net income (loss)	178,815		471		(30,908)		31,342		(93,208)		86,512		180		86,692
Net income attributable to non-controlling interests	(7)		0		(10,222)		(3,396)		0		(13,625)		(180)		(13,805)
Net income (loss) attributable to Starwood Property Trust, Inc.	$	178,808	$	471	$	(41,130)	$	27,946	$	(93,208)	$	72,887	$	0	$	72,887

Table of Contents

The table below presents our condensed consolidated balance sheet as of ~~September~~June 30, ~~2020~~2021 by business segment (amounts in thousands):

Commercial and

Residential

Infrastructure

Investing

Lending

Lending

Property

and Servicing

Securitization

Segment

Segment

Segment

Segment

Corporate

Subtotal

VIEs

Total
Assets:

Cash and cash equivalents

$
19,111

$
994

$
38,119

$
22,054

$
298,844

$
379,122

$
748

$
379,870
Restricted cash

69,351

31,515

7,632

22,838

—

131,336

—

131,336
Loans held-for-investment, net

9,373,503

1,544,068

—

1,081

—

10,918,652

—

10,918,652
Loans held-for-sale

747,654

—

—

265,019

—

1,012,673

—

1,012,673
Investment securities

1,152,362

39,813

—

1,097,322

—

2,289,497

(1,544,384)

745,113
Properties, net

27,123

—

1,983,124

197,575

—

2,207,822

—

2,207,822
Intangible assets

—

—

41,946

70,374

—

112,320

(38,181)

74,139
Investment in unconsolidated entities

50,850

24,664

—

45,236

—

120,750

(16,366)

104,384
Goodwill

—

119,409

—

140,437

—

259,846

—

259,846
Derivative assets

25,805

—

54

1,250

37,716

64,825

—

64,825
Accrued interest receivable

72,344

3,244

—

334

3,484

79,406

(1,376)

78,030
Other assets

24,705

4,216

70,369

52,352

11,829

163,471

3

163,474
VIE assets, at fair value

—

—

—

—

—

—

64,477,475

64,477,475
Total Assets

$
11,562,808

$
1,767,923

$
2,141,244

$
1,915,872

$
351,873

$
17,739,720

$
62,877,919

$
80,617,639
Liabilities and Equity

Liabilities:

Accounts payable, accrued expenses and other liabilities

$
36,378

$
8,545

$
49,758

$
35,796

$
70,956

$
201,433

$
58

$
201,491
Related-party payable

—

—

—

5

22,091

22,096

—

22,096
Dividends payable

—

—

—

—

138,264

138,264

—

138,264
Derivative liabilities

8,839

1,516

—

3,097

—

13,452

—

13,452
Secured financing agreements, net

5,576,092

1,243,001

1,793,731

614,055

389,013

9,615,892

—

9,615,892
Collateralized loan obligations, net

929,931

—

—

—

—

929,931

—

929,931
Unsecured senior notes, net

—

—

—

—

1,934,555

1,934,555

—

1,934,555
VIE liabilities, at fair value

—

—

—

—

—

—

62,876,265

62,876,265
Total Liabilities

6,551,240

1,253,062

1,843,489

652,953

2,554,879

12,855,623

62,876,323

75,731,946
Equity:

Starwood Property Trust, Inc. Stockholders’ Equity:

Common stock

—

—

—

—

2,918

2,918

—

2,918
Additional paid-in capital

1,165,764

509,848

115,246

(124,805)

3,534,663

5,200,716

—

5,200,716
Treasury stock

—

—

—

—

(133,024)

(133,024)

—

(133,024)
Accumulated other comprehensive income (loss)

42,350

—

—

(65)

—

42,285

—

42,285
Retained earnings (accumulated deficit)

3,803,336

5,013

(42,898)

1,243,098

(5,607,563)

(599,014)

—

(599,014)
Total Starwood Property Trust, Inc. Stockholders’ Equity

5,011,450

514,861

72,348

1,118,228

(2,203,006)

4,513,881

—

4,513,881
Non-controlling interests in consolidated subsidiaries

118

—

225,407

144,691

—

370,216

1,596

371,812
Total Equity

5,011,568

514,861

297,755

1,262,919

(2,203,006)

4,884,097

1,596

4,885,693
Total Liabilities and Equity

$
11,562,808

$
1,767,923

$
2,141,244

$
1,915,872

$
351,873

$
17,739,720

$
62,877,919

$
80,617,639


	Commercial and Residential Lending Segment		Infrastructure Lending Segment		Property Segment		Investing and Servicing Segment		Corporate		Subtotal		Securitization VIEs		Total
Assets:
Cash and cash equivalents	$	60,651	$	31,695	$	28,088	$	22,618	$	110,904	$	253,956	$	611	$	254,567
Restricted cash	60,416		25,840		6,681		13,072		0		106,009		0		106,009
Loans held-for-investment, net	11,068,406		1,694,109		0		857		0		12,763,372		0		12,763,372
Loans held-for-sale	494,113		85,875		0		381,689		0		961,677		0		961,677
Investment securities	951,036		33,881		0		1,145,485		0		2,130,402		(1,456,836)		673,566
Properties, net	124,916		0		1,941,500		177,153		0		2,243,569		0		2,243,569
Intangible assets	0		0		37,361		69,910		0		107,271		(42,078)		65,193
Investment in unconsolidated entities	43,717		24,770		0		42,954		0		111,441		(14,652)		96,789
Goodwill	0		119,409		0		140,437		0		259,846		0		259,846
Derivative assets	12,472		0		124		92		22,927		35,615		0		35,615
Accrued interest receivable	102,086		5,307		0		495		6,031		113,919		(119)		113,800
Other assets	81,621		11,497		91,158		42,237		14,977		241,490		13		241,503
VIE assets, at fair value	0		0		0		0		0		0		63,493,796		63,493,796
Total Assets	$	12,999,434	$	2,032,383	$	2,104,912	$	2,036,999	$	154,839	$	19,328,567	$	61,980,735	$	81,309,302
Liabilities and Equity
Liabilities:
Accounts payable, accrued expenses and other liabilities	$	38,973	$	8,464	$	45,231	$	40,245	$	49,260	$	182,173	$	53	$	182,226
Related-party payable	0		0		0		0		26,393		26,393		38		26,431
Dividends payable	0		0		0		0		139,457		139,457		0		139,457
Derivative liabilities	31,530		1,118		0		413		0		33,061		0		33,061
Secured financing agreements, net	5,751,375		957,605		1,872,043		742,811		630,578		9,954,412		(21,750)		9,932,662
Collateralized loan obligations, net	2,000,073		404,599		0		0		0		2,404,672		0		2,404,672
Unsecured senior notes, net	0		0		0		0		1,737,383		1,737,383		0		1,737,383
VIE liabilities, at fair value	0		0		0		0		0		0		62,001,710		62,001,710
Total Liabilities	7,821,951		1,371,786		1,917,274		783,469		2,583,071		14,477,551		61,980,051		76,457,602
Equity:
Starwood Property Trust, Inc. Stockholders’ Equity:
Common stock	0		0		0		0		2,952		2,952		0		2,952
Additional paid-in capital	878,471		629,130		16,967		(218,645)		3,942,567		5,248,490		0		5,248,490
Treasury stock	0		0		0		0		(138,022)		(138,022)		0		(138,022)
Accumulated other comprehensive income	41,310		0		0		0		0		41,310		0		41,310
Retained earnings (accumulated deficit)	4,257,587		31,467		(47,694)		1,316,994		(6,235,729)		(677,375)		0		(677,375)
Total Starwood Property Trust, Inc. Stockholders’ Equity	5,177,368		660,597		(30,727)		1,098,349		(2,428,232)		4,477,355		0		4,477,355
Non-controlling interests in consolidated subsidiaries	115		0		218,365		155,181		0		373,661		684		374,345
Total Equity	5,177,483		660,597		187,638		1,253,530		(2,428,232)		4,851,016		684		4,851,700
Total Liabilities and Equity	$	12,999,434	$	2,032,383	$	2,104,912	$	2,036,999	$	154,839	$	19,328,567	$	61,980,735	$	81,309,302

Table of Contents

The table below presents our condensed consolidated balance sheet as of December 31, ~~2019~~2020 by business segment (amounts in thousands):

Commercial and

Residential

Infrastructure

Investing


Lending

Lending

Property

and Servicing

Securitization


Segment

Segment

Segment

Segment

Corporate

Subtotal

VIEs

Total
Assets:












Cash and cash equivalents

$
26,278

$
2,209

$
30,123

$
61,693

$
356,864

$
477,167

$
1,221

$
478,388
Restricted cash

36,135

41,967

7,171

10,370

—

95,643

—

95,643
Loans held-for-investment, net

9,187,332

1,397,448

—

1,294

—

10,586,074

—

10,586,074
Loans held-for-sale

605,384

119,528

—

159,238

—

884,150

—

884,150
Investment securities

992,974

45,153

—

1,177,148

—

2,215,275

(1,405,037)

810,238
Properties, net

26,834

—

2,029,024

210,582

—

2,266,440

—

2,266,440
Intangible assets

—

—

47,303

64,644

—

111,947

(26,247)

85,700
Investment in unconsolidated entities

46,921

25,862

—

32,183

—

104,966

(20,637)

84,329
Goodwill

—

119,409

—

140,437

—

259,846

—

259,846
Derivative assets

14,718

7

3

7

14,208

28,943

—

28,943
Accrued interest receivable

45,996

3,134

133

2,388

13,242

64,893

(806)

64,087
Other assets

59,170

6,101

82,910

54,238

8,911

211,330

(7)

211,323
VIE assets, at fair value

—

—

—

—

—

—

62,187,175

62,187,175
Total Assets

$
11,041,742

$
1,760,818

$
2,196,667

$
1,914,222

$
393,225

$
17,306,674

$
60,735,662

$
78,042,336
Liabilities and Equity

Liabilities:

Accounts payable, accrued expenses and other liabilities

$
30,594

$
6,443

$
48,370

$
73,021

$
53,494

$
211,922

$
84

$
212,006
Related-party payable

—

—

—

5

40,920

40,925

—

40,925
Dividends payable

—

—

—

—

137,427

137,427

—

137,427
Derivative liabilities

7,698

750

—

292

—

8,740

—

8,740
Secured financing agreements, net

5,038,876

1,217,066

1,698,334

574,507

391,215

8,919,998

(13,950)

8,906,048
Collateralized loan obligations, net

928,060

—

—

—

—

928,060

—

928,060
Unsecured senior notes, net

—

—

—

—

1,928,622

1,928,622

—

1,928,622
VIE liabilities, at fair value

—

—

—

—

—

—

60,743,494

60,743,494
Total Liabilities

6,005,228

1,224,259

1,746,704

647,825

2,551,678

12,175,694

60,729,628

72,905,322
Equity:

Starwood Property Trust, Inc. Stockholders’ Equity:

Common stock

—

—

—

—

2,874

2,874

—

2,874
Additional paid-in capital

1,522,360

529,668

208,650

(123,210)

2,995,064

5,132,532

—

5,132,532
Treasury stock

—

—

—

—

(104,194)

(104,194)

—

(104,194)
Accumulated other comprehensive income (loss)

50,996

—

—

(64)

—

50,932

—

50,932
Retained earnings (accumulated deficit)

3,463,158

6,891

5,431

1,194,998

(5,052,197)

(381,719)

—

(381,719)
Total Starwood Property Trust, Inc. Stockholders’ Equity

5,036,514

536,559

214,081

1,071,724

(2,158,453)

4,700,425

—

4,700,425
Non-controlling interests in consolidated subsidiaries

—

—

235,882

194,673

—

430,555

6,034

436,589
Total Equity

5,036,514

536,559

449,963

1,266,397

(2,158,453)

5,130,980

6,034

5,137,014
Total Liabilities and Equity

$
11,041,742

$
1,760,818

$
2,196,667

$
1,914,222

$
393,225

$
17,306,674

$
60,735,662

$
78,042,336

Commercial and
Residential
Lending
Segment Infrastructure
Lending
Segment Property
Segment Investing
and Servicing
Segment Corporate Subtotal Securitization
VIEs Total
Assets:
Cash and cash equivalents $ 160,007 $ 4,440 $ 32,080 $ 19,546 $ 346,372 $ 562,445 $ 772 $ 563,217
Restricted cash 93,445 45,113 7,192 13,195 0 158,945 0 158,945
Loans held-for-investment, net 9,673,625 1,412,440 0 1,008 0 11,087,073 0 11,087,073
Loans held-for-sale 841,963 120,540 0 90,332 0 1,052,835 0 1,052,835
Investment securities 1,014,402 35,681 0 1,112,145 0 2,162,228 (1,425,570) 736,658
Properties, net 103,896 0 1,969,414 197,843 0 2,271,153 0 2,271,153
Intangible assets 0 0 40,370 71,123 0 111,493 (41,376) 70,117
Investment in unconsolidated entities 54,407 25,095 0 44,664 0 124,166 (16,112) 108,054
Goodwill 0 119,409 0 140,437 0 259,846 0 259,846
Derivative assets 6,595 0 41 147 33,772 40,555 0 40,555
Accrued interest receivable 87,922 2,091 0 123 5,978 96,114 (134) 95,980
Other assets 61,638 4,531 69,859 44,579 10,148 190,755 (7) 190,748
VIE assets, at fair value 0 0 0 0 0 0 64,238,328 64,238,328
Total Assets $ 12,097,900 $ 1,769,340 $ 2,118,956 $ 1,735,142 $ 396,270 $ 18,117,608 $ 62,755,901 $ 80,873,509
Liabilities and Equity
Liabilities:
Accounts payable, accrued expenses and other liabilities $ 41,104 $ 12,144 $ 43,630 $ 45,309 $ 64,583 $ 206,770 $ 75 $ 206,845
Related-party payable 0 0 0 5 39,165 39,170 0 39,170
Dividends payable 0 0 0 0 137,959 137,959 0 137,959
Derivative liabilities 39,082 1,718 0 524 0 41,324 0 41,324
Secured financing agreements, net 5,893,999 1,240,763 1,794,609 606,100 632,719 10,168,190 (22,000) 10,146,190
Collateralized loan obligations, net 930,554 0 0 0 0 930,554 0 930,554
Unsecured senior notes, net 0 0 0 0 1,732,520 1,732,520 0 1,732,520
VIE liabilities, at fair value 0 0 0 0 0 0 62,776,371 62,776,371
Total Liabilities 6,904,739 1,254,625 1,838,239 651,938 2,606,946 13,256,487 62,754,446 76,010,933
Equity:
Starwood Property Trust, Inc. Stockholders’ Equity:
Common stock 0 0 0 0 2,921 2,921 0 2,921
Additional paid-in capital 1,192,584 496,387 98,882 (322,992) 3,744,878 5,209,739 0 5,209,739
Treasury stock 0 0 0 0 (138,022) (138,022) 0 (138,022)
Accumulated other comprehensive income (loss) 44,057 0 0 (64) 0 43,993 0 43,993
Retained earnings (accumulated deficit) 3,956,405 18,328 (44,832) 1,260,819 (5,820,453) (629,733) 0 (629,733)
Total Starwood Property Trust, Inc. Stockholders’ Equity 5,193,046 514,715 54,050 937,763 (2,210,676) 4,488,898 0 4,488,898
Non-controlling interests in consolidated subsidiaries 115 0 226,667 145,441 0 372,223 1,455 373,678
Total Equity 5,193,161 514,715 280,717 1,083,204 (2,210,676) 4,861,121 1,455 4,862,576
Total Liabilities and Equity $ 12,097,900 $ 1,769,340 $ 2,118,956 $ 1,735,142 $ 396,270 $ 18,117,608 $ 62,755,901 $ 80,873,509

Table of Contents

23. Subsequent Events

Our significant events subsequent to ~~September~~June 30, ~~2020~~2021 were as follows:

Unsecured Senior Notes

In ~~October 2020,~~July 2021, we issued conditional notices of redemption for our $500.0 million senior notes due February 2021. On November 2, 2020, $250.0 million principal amount of such notes was redeemed and the remaining $250 million is subject to redemption on November 18, 2020.

~~In November 2020, we issued $300.0~~$400.0 million of ~~5.50%~~3.625% Senior Notes due ~~2023~~2026 which mature on ~~November 1, 2023.~~

~~Secured Financing Agreements~~

July 15, 2026.

Single-Asset Single-Borrower Securitization

In ~~October 2020,~~July 2021, we ~~amended~~securitized a ~~Term Loan facility to increase borrowings by $250.0~~previously originated $230.0 million ~~to $646.0 million. The Term Loan increase carries~~first mortgage and mezzanine loan on a ~~six-year term and~~portfolio of 41 extended stay hotels with $210.1 million of third party financing at an ~~annual interest rate~~average coupon of LIBOR + ~~3.50%. The proceeds were used to redeem a portion of our $500.0 million senior notes due February 2021.~~

~~In October 2020, we entered into a Residential repurchase facility to finance residential loans. The facility carries a rolling~~ ~~18-month~~ ~~term which may reset annually with the lender’s consent and an annual interest rate of one-month LIBOR + 2.30%. The maximum facility size is $350.0 million.~~

~~Commercial Mortgage Loan Securitization~~

~~In October 2020, we received proceeds of $253.0 million from the securitization of $231.8 million of commercial loans.~~

222 bps.

Table of Contents

Item 2. Management’s Discussion and ~~Analysi~~sAnalysis of Financial Condition and Results of Operations

This “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the information included elsewhere in this Quarterly Report on Form 10-Q and in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019~~2020 (our “Form 10-K”). This discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ significantly from the results discussed in the forward-looking statements. See “Special Note Regarding Forward-Looking Statements” at the beginning of this Quarterly Report on Form 10-Q. ~~See also “Risk Factors”~~ ~~in Part II, Item 1A of this Quarterly Report on Form 10-Q for a detailed discussion of the potential impacts on our business,~~ ~~financial condition, results of operations, liquidity, the market price of our common stock and our ability to make distributions to our stockholders~~ ~~from the COVID-19 pandemic~~.

Overview

We have four reportable business segments as of ~~September~~June 30, ~~2020~~2021 and we refer to the investments within these segments as our target assets:

•

●

Real estate commercial and residential lending (the “Commercial and Residential Lending Segment”)—engages primarily in originating, acquiring, financing and managing commercial first mortgages, non-agency residential mortgages (“residential loans”), subordinated mortgages, mezzanine loans, preferred equity, commercial mortgage-backed securities (“CMBS”), residential mortgage-backed securities (“RMBS”) and other real estate and real estate-related debt investments in both the U.S. and Europe (including distressed or non-performing loans). Our residential loans are secured by a first mortgage lien on residential property and consist of non-agency residential loans that are not guaranteed by any U.S. Government agency or federally chartered corporation.

●

~~Infrastructure lending (the “Infrastructure Lending Segment”)—engages primarily in originating, acquiring, financing and managing infrastructure debt investments.~~

•

●

Infrastructure lending (the “Infrastructure Lending Segment”)—engages primarily in originating, acquiring, financing and managing infrastructure debt investments.

●

•

Our segments exclude the consolidation of securitization variable interest entities (“VIEs”).

Refer to Note 1 of our condensed consolidated financial statements included herein (the “Condensed Consolidated Financial Statements”) for further discussion of our business and organization.

~~Table of Contents~~

COVID-19 Pandemic

During the first quarter of 2020, there was a global outbreak of a novel coronavirus, or COVID-19, which has spread to over 200 countries and territories, including the United States, has spread to every state in the United States, and is continuing to spread. ~~On March~~ 11, 2020, the World Health Organization declared COVID-19 a pandemic, and since then, numerous countries, including the U.S., have declared national emergencies with respect to COVID-19 and have instituted “stay-at-home” guidelines or orders to help prevent its spread. Such actions are creating disruptions in global supply chains, increasing rates of unemployment and adversely impacting many industries. The outbreak could have a continued adverse impact on economic and market conditions and trigger a period of global economic slowdown.

The outbreak of COVID-19 and its impact on the current financial, economic and capital markets environment, and future developments in these and other areas, present uncertainty and risk with respect to our financial condition, results of operations, liquidity, and ability to pay distributions. We expect that these impacts are likely to continue to some extent as the outbreak persists and potentially even longer. The rapid development and fluidity of this situation precludes any prediction as to the ultimate adverse impact of COVID-19 on economic and market conditions, and, as a result, present material uncertainty and risk with respect to us and the performance of our investments. The full extent of the impact and effects of COVID-19 will depend on future developments, including, among other factors, the duration, spread and ~~spread~~resurgences of the ~~outbreak,~~virus, including certain variants thereof, along with related travel advisories, quarantines and restrictions, the recovery time of the disrupted supply chains and industries, the impact of labor market interruptions, the impact of government interventions, the pace, scope and efficacy of vaccination programs, and general uncertainty ~~with respect to the duration of the global economic slowdown.~~

~~Further discussion of the potential impacts on our business,~~ ~~financial condition, results of operations, liquidity, the market price of our common stock and our ability to make distributions to our stockholders~~ ~~from the COVID-19 pandemic is provided in the section entitled “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q.~~

~~Asset Performance and Collections~~

We maintain an in-house team of asset management professionals who oversee our commercial loans and are in regular communication with these borrowers. We have utilized these relationships to address the potential impacts of the COVID-19 pandemic to the assets which secure our loans, particularly hospitality assets. Some of our borrowers have indicated that dueas to the impact of COVID-19, including related variants, on the COVID-19 pandemic, they will be unable to timely execute their business plans, have had to temporarily close their businesses, or have experienced other negative business consequences which have led to cash flow pressures at the underlying properties. In some cases, these borrowers have requested temporary interest deferral or forbearance, or other modifications of their loans.global economy.

Since the outbreak of the COVID-19 pandemic, we closed 12 payment related loan modifications, representing an aggregate principal balance of $1.3 billion and $10.6 million of interest deferrals for the quarter ended September 30, 2020. These loan modifications principally included temporary deferrals of interest and the repurposing of reserves, many of which were coupled with additional equity commitments from sponsors. We are generally encouraged by our borrowers’ initial response to the COVID-19 pandemic’s impacts on their properties. While we believe the principal amounts of our loans are generally adequately protected by underlying collateral value, there is a risk that we will not realize the entire principal value of certain investments.

Within residential lending, we continue to monitor the impact of forbearance arrangements granted by our master servicer for loans which have been securitized. In securitized transactions with advancing arrangements, the master servicer has advanced 100% of all unpaid principal and interest.

~~In our property segment, we collected 96% of rents due~~ in the three months ended September 30, 2020. Collections were particularly strong in our Woodstar I and Woodstar II affordable housing portfolios, where 97% of rent due was collected. Given current demographic trends, which tend to favor flexible rental arrangements, we continue to see sustained demand in multifamily and decreased turnover.

~~Table of Contents~~

~~In our infrastructure segment, we collected 100% of interest due~~ ~~in the three months ended September 30, 2020. We did not grant any payment related loan modifications during the three months ended September 30, 2020.~~

~~Goodwill and Intangible Assets~~

Goodwill is tested for impairment annually in the fourth quarter, or more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. ~~Management considered the general economic decline and the impact of the COVID-19 pandemic, but did not identify any such event or circumstances. However, future~~Future changes in the expectations of the impact of COVID-19 on our operations, financial performance and cash flows could cause our goodwill to be impaired.

Table of Contents

Further discussion of the potential impacts on our business, financial condition, results of operations, liquidity, the market price of our common stock and our ability to make distributions to our stockholders from the COVID-19 pandemic is provided in the section entitled “Risk Factors” in Part I, Item 1A of our Form 10-K.

Developments During the ~~Third~~Second Quarter of ~~2020~~

2021

Commercial and Residential Lending Segment

●

•In May 2021, we refinanced a pool of our commercial loans held-for-investment through a collateralized loan obligation (“CLO”), STWD 2021-FL2. The CLO has a contractual maturity of April 2038 and a weighted average cost of financing of LIBOR + 1.79%, inclusive of the amortization of deferred issuance costs. On the closing date, the CLO issued $1.3 billion of notes and preferred shares, of which $1.1 billion of notes was purchased by third party investors. We retained $70.1 million of notes, along with preferred shares with a liquidation preference of $127.5 million. The CLO contains a reinvestment feature that, subject to certain eligibility criteria, allows us to contribute new loans or participation interests in loans to the CLO in exchange for cash.

•Originated or acquired $1.7 billion of commercial loans during the quarter, including the following:

◦$460.0 million first mortgage, mezzanine loan and preferred equity interest for the refinancing of a five asset portfolio that includes four multifamily properties and an office property located in New York and Connecticut, of which the Company funded $291.9 million.

◦$253.0 million first mortgage and mezzanine loan for the refinancing of a 495 unit, three tower multifamily property located in Florida, of which the Company funded $202.7 million.

◦$231.1 million first mortgage and mezzanine loan for the refinancing of a luxury residential project located in California, of which the Company funded $176.5 million and sold the $147.9 million senior interest in the first mortgage.

◦$160.0 million first mortgage loan for the refinancing of a 362 room resort located in Florida, of which the Company funded $129.5 million and sold the $120.0 million senior interest in the first mortgage.

◦$150.0 million first mortgage and mezzanine loan for the refinancing of a Class A, 204 unit multifamily tower and a 245-key hotel located in Florida, of which the Company funded $138.8 million.

◦$120.0 million first mortgage on a loan we originated in 2017 for the refinancing of a 510-key hotel portfolio located in Massachusetts, which the Company fully funded; in connection with this origination, our mezzanine loan was sold and our basis per key was reduced by 14%.

•Funded $149.3 million of previously originated commercial loan commitments.

•Received gross proceeds of $1.1 billion ($483.3 million, net of debt repayments) from maturities and principal repayments on our commercial loans.

•Received gross proceeds of $208.0 million and $21.5 million ($29.9 million and $2.5 million, net of debt repayments) from sales of senior interests in first mortgage loans and whole loan interests, respectively.

•Acquired $663.3 million of residential loans, of which $172.5 million related to loans acquired upon redemption of a consolidated RMBS trust.

•Received proceeds of $584.0 million, including retained RMBS of $52.4 million, from the securitization of $564.4 million of residential loans.

•Received proceeds of $30.7 million from the sale of retained RMBS.

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~~Originated or acquired $440.7 million of commercial loans during the quarter, including the following:~~

~~£180.1 million ($238.1 million) first mortgage loan on a portfolio of 27 student housing properties located in the United Kingdom, of which the Company funded $235.0 million.~~

~~€50.0 million ($59.3 million) first mortgage loan on a portfolio of 139 industrial assets located in the Netherlands and France, which the Company fully funded.~~

~~$42.7 million first mortgage and mezzanine loan on a four-acre industrially zoned land parcel located in New York, of which the Company funded $32.8 million.~~

Acquired a $94.0 million first mortgage on a loan we originated in 2019 on a 310-key New York hotel, in which we originally retained the $36.0 million mezzanine position; in connection with this acquisition, our mezzanine loan was repaid and our basis per key was reduced by 25%.

●

~~Funded $228.6 million of previously originated commercial loan and preferred equity commitments.~~

●

~~Received gross proceeds of $334.8 million ($110.2 million, net of debt repayments) from maturities and principal repayments on our commercial loans and single-borrower CMBS.~~

●

~~Acquired $786.6 million of residential mortgage loans.~~

●

~~Received proceeds of $499.3 million, including retained RMBS of $43.1 million, from the securitization of $478.9 million of residential mortgage loans.~~

Infrastructure Lending Segment

●

~~Acquired $25.0 million of infrastructure loans and funded $44.2 million of pre-existing infrastructure loan commitments.~~

•

●

~~Received proceeds of $28.1 million from principal repayments on our infrastructure loans and bonds.~~

In April 2021, we refinanced a pool of our infrastructure loans held-for-investment through a CLO, STWD 2021-SIF1. The CLO has a contractual maturity of April 2032 and a weighted average cost of financing of LIBOR + 2.15%, inclusive of the amortization of deferred issuance costs. On the closing date, the CLO issued $500.0 million of notes and preferred shares, of which $410.0 million of notes was purchased by third party investors. We retained preferred shares with a liquidation preference of $90.0 million. The CLO contains a reinvestment feature that, subject to certain eligibility criteria, allows us to contribute new loans or participation interests in loans to the CLO in exchange for cash.

•Acquired $168.1 million of infrastructure loans and funded $23.4 million of pre-existing infrastructure loan commitments.

•Received proceeds of $84.5 million from maturities and principal repayments on our infrastructure loans and bonds and $2.5 million from sales of infrastructure loans.

Investing and Servicing Segment

●

~~Originated commercial conduit loans of $226.6 million. Separately, received proceeds of $157.5 million from sales of previously originated commercial conduit loans.~~

•Originated commercial conduit loans of $501.5 million.

•Received proceeds of $321.4 million from sales of previously originated commercial conduit loans and priced $236.8 million of previously originated commercial conduit loans in two securitizations that settled subsequent to June 30, 2021.

~~Table~~•Acquired CMBS for a purchase price of ~~Contents~~$51.5 million, net of non-controlling interests.

•Obtained one new special servicing assignment for a CMBS trust with a total unpaid principal balance of $817.1 million.

•Sold commercial real estate for gross proceeds of $30.9 million and recognized a gain of $9.7 million.

Developments During the ~~Nine Months Ended September 30, 2020~~

First Quarter of 2021

Commercial and Residential Lending Segment

●

•Originated $2.2 billion of commercial loans during the quarter, including the following:

◦£360.0 million ($504.5 million) first mortgage loan to finance the acquisition of a portfolio of vacation cottages, caravan homes and resorts across the United Kingdom, which the Company fully funded.

◦£227.6 million ($317.5 million) first mortgage loan for the refinancing of 14 assisted living facilities located across the United Kingdom, which the Company fully funded.

◦$295.0 million first mortgage and mezzanine loan for the refinancing of a 666 unit Class A high-rise multifamily property and 70,873 square foot office building located in California, of which the Company funded $280.0 million.

◦$230.0 million first mortgage and mezzanine loan on a 41 property extended stay portfolio located across the U.S., which the Company fully funded.

◦$155.0 million first mortgage and mezzanine loan for the refinancing of a 4.7 acre, industrially-zoned development parcel located in New York, of which the Company funded $104.3 million.

◦$151.0 million first mortgage loan for the refinancing of a 368 unit student housing property located in Pennsylvania, which the Company fully funded.

◦$120.0 million first mortgage loan for the refinancing of a 369,852 square foot Class A office building located in Washington, DC, which the Company fully funded.

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◦$109.8 million first mortgage and mezzanine loan for the acquisition of four 6-story office buildings located in Georgia, of which the Company funded $95.9 million.

•Funded $174.9 million of previously originated commercial loan commitments.

•Received gross proceeds of $1.1 billion ($354.0 million, net of debt repayments) from maturities and principal repayments on our commercial loans and preferred equity.

•Sold commercial real estate in Montgomery, Alabama that was previously acquired through foreclosure in March 2019 for gross proceeds of $30.6 million and recognized a gain of $17.7 million. At the foreclosure date, the loan had a carrying value of $9.0 million ($20.9 million unpaid principal balance net of an $8.3 million allowance and $3.6 million of unamortized discount).

•Acquired $208.8 million of residential loans.

•Received proceeds of $389.8 million, including retained RMBS of $27.3 million, from the securitization of $383.5 million of residential loans. Also received proceeds of $92.4 million from the sale of $89.4 million of residential loans outside of securitization.

~~Originated or acquired $1.5 billion of commercial loans during the period, including the following:~~

~~£180.1 million ($238.1 million) first mortgage loan on a portfolio of 27 student housing properties located in the United Kingdom, of which the Company funded $235.0 million.~~

~~$220.0 million first mortgage and mezzanine loan on a 41-property extended stay portfolio located across the U.S, of which the Company funded $205.0 million.~~

$197.2 million first mortgage loan to refinance the existing leasehold debt and provide acquisition financing for the fee interest in an 878,843 square-foot, six building office park located in California, of which the Company funded $193.2 million.

~~$150.0 million first mortgage and mezzanine loan to refinance 13 newly constructed self-storage facilities located across the U.S., of which the Company funded $128.5 million.~~

~~$119.5 million first mortgage loan to refinance a 54-story oceanfront residential building located in Florida, of which the Company funded $101.0 million.~~

●

Received gross proceeds of $224.5 million and $172.1 million ($37.7 million and $172.1 million, net of debt repayments) from sales of senior interests in first mortgage loans and whole loan interests, respectively.

●

~~Funded $793.0 million of previously originated commercial loan and preferred equity commitments.~~

●

~~Received gross proceeds of $1.2 billion ($571.1 million, net of debt repayments) from maturities and principal repayments on our commercial loans and single-borrower CMBS.~~

●

~~Acquired $1.3 billion of residential mortgage loans.~~

●

~~Received proceeds of $1.5 billion, including retained RMBS of $257.8 million, from the securitization of $1.4 billion of residential mortgage loans.~~

Infrastructure Lending Segment

●

~~Acquired $40.2 million of infrastructure loans and funded $143.2 million of pre-existing infrastructure loan commitments.~~

•

●

~~Received proceeds of $38.4 million from sales of infrastructure loans and $103.6 million from maturities and principal repayments on our infrastructure loans and bonds.~~

Acquired $86.3 million of infrastructure loans and funded $13.8 million of pre-existing infrastructure loan commitments.

•

Received proceeds of $19.2 million from principal repayments on our infrastructure loans and bonds.

Property Segment

•

●

Refinanced our Woodstar I Portfolio by entering into mortgage loans with total borrowings of $217.1 million. The loans carry ten-year terms and weighted average annual interest rates of LIBOR + 2.71%. A portion of the net proceeds from the mortgage loans was used to repay $117.0 million of outstanding government sponsored mortgage loans.

Refinanced our Woodstar II Portfolio by entering into mortgage loans with total borrowings of $82.9 million. The loans carry seven-year terms and a weighted average fixed annual interest rate of 4.36%. A portion of the net proceeds from the mortgage loans was used to repay $4.9 million of outstanding government sponsored mortgage loans.

Investing and Servicing Segment

●

~~Originated commercial conduit loans of $593.3 million. Separately, received proceeds of $509.9 million from sales of previously originated commercial conduit loans.~~

•Originated commercial conduit loans of $166.5 million. Separately, received proceeds of $89.7 million from sales of previously originated commercial conduit loans.

•Sold CMBS for total gross proceeds of $11.6 million.

~~Table~~•Obtained two new special servicing assignments for CMBS trusts with a total unpaid principal balance of ~~Contents~~$381.0 million.

●

~~Obtained nine new special servicing assignments for CMBS trusts with a total unpaid principal balance of $7.8 billion.~~

●

~~Acquired CMBS for a purchase price of $7.7 million and sold CMBS for total gross proceeds of $32.3 million, of which $10.9 million related to non-controlling interests.~~

●

Sold a portion of our equity interest in a servicing and advisory business and recognized a gain of $10.3 million. We further increased the value of our remaining investment to reflect the fair value as of that date based on the sales price of the interest sold and recognized a gain of $17.6 million.

●

~~Sold commercial real estate for gross proceeds of $24.1 million and recognized a gain of $7.4 million.~~

~~Corporate Financing~~

●

~~Repurchased 1,925,421 shares of common stock with a weighted average repurchase price of $14.95 per share for a total cost of $28.8 million.~~

Subsequent Events

Refer to Note 23 to the Condensed Consolidated Financial Statements for disclosure regarding significant transactions that occurred subsequent to ~~September~~June 30, ~~2020.~~

2021.

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Results of Operations

The discussion below is based on accounting principles generally accepted in the United States of America (“GAAP”) and therefore reflects the elimination of certain key financial statement line items related to the consolidation of securitization variable interest entities (“VIEs”), particularly within revenues and other income, as discussed in Note 2 to the Condensed Consolidated Financial Statements. For a discussion of our results of operations excluding the impact of Accounting Standards Codification (“ASC”) Topic 810 as it relates to the consolidation of securitization VIEs, refer to the section captioned “Non-GAAP Financial Measures”.

We have elected to present a comparison of our results of operations for the current quarter with that of the immediately preceding quarter, as permitted under the recently amended SEC disclosure guidelines. Because our business is not seasonal, we believe this results in a more meaningful comparison of quarterly results than a comparison to the same quarter of the prior year. We continue to present the required comparison of current year-to-date results with the same period of the prior year. The following table compares our summarized results of operations for the three ~~and nine~~ months ended ~~September~~June 30, ~~2020~~2021 and ~~2019~~March 31, 2021 and for the six months ended June 30, 2021 and 2020 by business segment (amounts in thousands):

For the Three Months Ended

For the Nine Months Ended

September 30,

September 30,


2020

2019

$ Change

2020

2019

$ Change
Revenues:

Commercial and Residential Lending Segment

$
173,547

$
163,808

$
9,739

$
553,351

$
526,418

$
26,933
Infrastructure Lending Segment

18,571

23,612

(5,041)

61,737

78,264

(16,527)
Property Segment

63,973

72,376

(8,403)

191,680

215,389

(23,709)
Investing and Servicing Segment

49,070

67,397

(18,327)

137,655

199,980

(62,325)
Corporate

—

—

—

—

26

(26)
Securitization VIE eliminations

(37,734)

(38,863)

1,129

(98,830)

(110,086)

11,256

267,427

288,330

(20,903)

845,593

909,991

(64,398)
Costs and expenses:

Commercial and Residential Lending Segment

53,891

60,959

(7,068)

222,862

199,176

23,686
Infrastructure Lending Segment

��
8,262

18,773

(10,511)

48,453

64,143

(15,690)
Property Segment

60,801

69,126

(8,325)

182,568

204,813

(22,245)
Investing and Servicing Segment

33,035

42,288

(9,253)

98,955

121,746

(22,791)
Corporate

53,072

62,155

(9,083)

180,032

170,231

9,801
Securitization VIE eliminations

97

(57)

154

135

(107)

242

209,158

253,244

(44,086)

733,005

760,002

(26,997)
Other income (loss):

Commercial and Residential Lending Segment

72,991

12,309

60,682

39,808

20,086

19,722
Infrastructure Lending Segment

140

(2,604)

2,744

(2,453)

(8,669)

6,216
Property Segment

(300)

6,115

(6,415)

(37,148)

(46,502)

9,354
Investing and Servicing Segment

9,971

59,349

(49,378)

11,875

111,941

(100,066)
Corporate

645

5,317

(4,672)

34,397

30,186

4,211
Securitization VIE eliminations

37,861

38,942

(1,081)

99,175

110,304

(11,129)

121,308

119,428

1,880

145,654

217,346

(71,692)
Income (loss) before income taxes:

Commercial and Residential Lending Segment

192,647

115,158

77,489

370,297

347,328

22,969
Infrastructure Lending Segment

10,449

2,235

8,214

10,831

5,452

5,379
Property Segment

2,872

9,365

(6,493)

(28,036)

(35,926)

7,890
Investing and Servicing Segment

26,006

84,458

(58,452)

50,575

190,175

(139,600)
Corporate

(52,427)

(56,838)

4,411

(145,635)

(140,019)

(5,616)
Securitization VIE eliminations

30

136

(106)

210

325

(115)

179,577

154,514

25,063

258,242

367,335

(109,093)
Income tax provision

(14,843)

(4,513)

(10,330)

(6,816)

(8,380)

1,564
Net income attributable to non-controlling interests

(12,900)

(9,605)

(3,295)

(26,705)

(21,160)

(5,545)
Net income attributable to Starwood Property Trust, Inc.

$
151,834

$
140,396

$
11,438

$
224,721

$
337,795

$
(113,074)


	For the Three Months Ended						For the Six Months Ended
Revenues:	June 30, 2021		March 31, 2021		$ Change		June 30, 2021		June 30, 2020		$ Change
Commercial and Residential Lending Segment	$	184,490	$	190,531	$	(6,041)	$	375,021	$	379,804	$	(4,783)
Infrastructure Lending Segment	21,795		19,465		2,330		41,260		43,166		(1,906)
Property Segment	65,454		65,144		310		130,598		127,707		2,891
Investing and Servicing Segment	57,504		44,547		12,957		102,051		88,585		13,466
Corporate	—		—		—		—		—		—
Securitization VIE eliminations	(38,376)		(32,457)		(5,919)		(70,833)		(61,096)		(9,737)
	290,867		287,230		3,637		578,097		578,166		(69)
Costs and expenses:
Commercial and Residential Lending Segment	47,543		56,414		(8,871)		103,957		168,971		(65,014)
Infrastructure Lending Segment	14,178		12,956		1,222		27,134		40,191		(13,057)
Property Segment	61,714		59,498		2,216		121,212		121,767		(555)
Investing and Servicing Segment	40,253		32,457		7,796		72,710		65,920		6,790
Corporate	62,376		71,647		(9,271)		134,023		126,960		7,063
Securitization VIE eliminations	(125)		(93)		(32)		(218)		38		(256)
	225,939		232,879		(6,940)		458,818		523,847		(65,029)
Other income (loss):
Commercial and Residential Lending Segment	(4,051)		21,161		(25,212)		17,110		(33,183)		50,293
Infrastructure Lending Segment	(930)		95		(1,025)		(835)		(2,593)		1,758
Property Segment	(397)		4,608		(5,005)		4,211		(36,848)		41,059
Investing and Servicing Segment	24,904		18,960		5,944		43,864		1,904		41,960
Corporate	927		(6,843)		7,770		(5,916)		33,752		(39,668)
Securitization VIE eliminations	37,650		32,424		5,226		70,074		61,314		8,760
	58,103		70,405		(12,302)		128,508		24,346		104,162
Income (loss) before income taxes:
Commercial and Residential Lending Segment	132,896		155,278		(22,382)		288,174		177,650		110,524
Infrastructure Lending Segment	6,687		6,604		83		13,291		382		12,909
Property Segment	3,343		10,254		(6,911)		13,597		(30,908)		44,505
Investing and Servicing Segment	42,155		31,050		11,105		73,205		24,569		48,636
Corporate	(61,449)		(78,490)		17,041		(139,939)		(93,208)		(46,731)
Securitization VIE eliminations	(601)		60		(661)		(541)		180		(721)
	123,031		124,756		(1,725)		247,787		78,665		169,122
Income tax benefit (provision)	3,353		(2,230)		5,583		1,123		8,027		(6,904)
Net income attributable to non-controlling interests	(10,074)		(11,148)		1,074		(21,222)		(13,805)		(7,417)
Net income attributable to Starwood Property Trust, Inc.	$	116,310	$	111,378	$	4,932	$	227,688	$	72,887	$	154,801

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Three Months Ended ~~September~~June 30, ~~2020~~2021 Compared to the Three Months Ended ~~September 30, 2019~~

March 31, 2021

Commercial and Residential Lending Segment

Revenues

For the three months ended ~~September~~June 30, ~~2020,~~2021, revenues of our Commercial and Residential Lending Segment ~~increased $9.7~~decreased $6.0 million to ~~$173.5~~$184.5 million, compared to ~~$163.8~~$190.5 million for the three months ended ~~September 30, 2019.~~March 31, 2021. This ~~increase~~decrease was primarily due to ~~increases~~decreases in interest income from loans of ~~$4.7~~$4.9 million and investment securities of ~~$3.2~~$1.2 million. The ~~increase~~decrease in interest income from loans was principally due to (i) lower prepayment related income on commercial loans and (ii) lower average balances of residential loans reflecting the timing of purchases and securitizations, partially offset by (iii) higher average balances of commercial ~~loans, partially offset by lower average LIBOR rates (partially mitigated by the LIBOR floors on most of our commercial loans).~~loans. The ~~increase~~decrease in interest income from investment securities was primarily due to ~~higher average RMBS investment balances, partially offset by~~ lower average investment balances ~~and LIBOR rates affecting interest income from our other investment securities.~~reflecting repayments.

Costs and Expenses

For the three months ended ~~September~~June 30, ~~2020,~~2021, costs and expenses of our Commercial and Residential Lending Segment decreased ~~$7.0~~$8.9 million to ~~$53.9~~$47.5 million, compared to ~~$60.9~~$56.4 million for the three months ended ~~September 30, 2019.~~March 31, 2021. This decrease was primarily due to an $11.9 million increase in credit loss reversal, partially offset by a ~~$13.4~~$4.1 million ~~decrease~~increase in interest expense associated with the various secured financing facilities used to fund a portion of this segment’s investment ~~portfolio, partially offset by a $5.3~~portfolio. The credit loss reversal increased from $0.5 million ~~increase~~ in ~~general~~the first quarter of 2021 to $12.4 million in the second quarter of 2021 primarily due to an improvement in macroeconomic forecasts and ~~administrative expenses primarily related to residential loan procurement.~~the effect on our estimate of current expected credit losses (“CECL”). The ~~decrease~~increase in interest expense was primarily due to ~~lower average LIBOR rates partially offset by~~ higher average borrowings outstanding.

Net Interest Income (amounts in thousands)


	For the Three Months Ended
	June 30, 2021		March 31, 2021		Change
Interest income from loans	$	165,697	$	170,593	$	(4,896)
Interest income from investment securities	17,190		18,385		(1,195)
Interest expense	(48,356)		(44,295)		(4,061)
Net interest income	134,531		$	144,683	$	(10,152)

For the Three Months Ended

September 30,


2020

2019

Change
Interest income from loans

$
149,972

$
145,290

$
4,682
Interest income from investment securities

21,385

18,163

3,222
Interest expense

(38,422)

(51,844)

13,422
Net interest income

$
132,935

$
111,609

$
21,326

For the three months ended ~~September~~June 30, ~~2020,~~2021, net interest income of our Commercial and Residential Lending Segment ~~increased $21.3~~decreased $10.2 million to ~~$132.9~~$134.5 million, compared to ~~$111.6~~$144.7 million for the three months ended ~~September 30, 2019.~~March 31, 2021. This ~~increase~~decrease reflects the ~~increases~~decreases in interest income ~~on both loans and investment securities~~ and the ~~decrease~~increase in interest expense on our secured financing facilities, both as discussed in the sections above.

During the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~March 31, 2021, the weighted average unlevered yields on the Commercial and Residential Lending Segment’s loans and investment securities were as follows:


	For the Three Months Ended
	June 30, 2021		March 31, 2021
Commercial	5.6	%	5.9	%
Residential	7.5	%	7.5	%
Overall	5.7	%	6.1	%

For the Three Months Ended

September 30,

2020

2019

Commercial

6.0
%
7.1
%
Residential

7.4
%
6.5
%
Overall

6.2
%
7.0
%

The overall weighted average unlevered yield was lower primarily due to ~~decreases~~the decrease in ~~LIBOR affecting our commercial yields, partially offset by the increased investment in higher-yielding RMBS affecting our residential yields.~~

prepayment related income.

During the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~March 31, 2021, the Commercial and Residential Lending Segment’s weighted average secured borrowing rates, inclusive of interest rate hedging costs and the amortization of deferred financing fees, were 2.5% and ~~4.2%~~2.6%, respectively. ~~The decrease in borrowing rates primarily reflects decreases in LIBOR.~~

~~Table of Contents~~

Other Income

(Loss)

For the three months ended ~~September~~June 30, ~~2020,~~2021, other income of our Commercial and Residential Lending Segment ~~increased $60.7~~decreased $25.2 million to ~~$73.0~~a loss of $4.0 million compared to ~~$12.3~~income of $21.2 million for the three months ended ~~September 30, 2019.~~March 31, 2021. This ~~increase~~decrease was primarily due to (i) a ~~$49.3~~$31.1 million unfavorable change in gain (loss) on derivatives, (ii) the nonrecurrence of a $17.7 million gain on sale of a foreclosed property in the first quarter of 2021, (iii) a $7.4 million greater ~~increase~~decrease in fair value of investment securities and (iv) $4.6 million of transfer taxes related to the foreclosure of a residential conversion project, partially offset by (v) a $23.0 million favorable change in fair value of residential ~~mortgage~~ loans ~~(ii)~~and (vi) a ~~$40.6~~ $14.3

Table of Contents

million favorable change in foreign currency gain (loss) and (iii) a $13.9 million favorable change in fair value of investment securities, all partially offset by (iv) a $44.3 million unfavorable change in gain (loss) on derivatives. The greater increase in fair value of residential mortgage loans primarily reflects the simultaneous purchase and securitization of $478.9 million of loans in the third quarter of 2020, pursuant to a trade confirmation that we entered into in the second quarter of 2020. The favorable change in investment securities reflects partial recoveries on RMBS of unfavorable changes in the first quarter of 2020 that were attributable to widening credit spreads resulting from market disruption and dislocation caused by the impacts of COVID-19. Those credit spreads began to tighten in the second and third quarters of 2020.. The unfavorable change in gain (loss) on derivatives in the second quarter of 2021 reflects a ~~$48.4~~$16.1 million unfavorable change in gain (loss) on foreign currency hedges ~~partially offset by~~and a ~~$4.1~~$15.0 million ~~lower loss~~unfavorable change in gain (loss) on interest rate swaps. The foreign currency hedges are used to fix the U.S. dollar amounts of cash flows (both interest and principal payments) we expect to receive from our foreign currency denominated loans and investments. The unfavorable change in ~~the~~gain (loss) on foreign currency hedges and the favorable change in foreign currency gain (loss) reflect the ~~overall~~ weakening of the U.S. dollar against the ~~GBP, EUR~~pound sterling (“GBP”) and Euro (“EUR”), partially offset by a strengthening against the Australian ~~Dollar~~dollar (“AUD”), in the ~~third~~second quarter of ~~2020~~2021 compared to a strengthening of the U.S. dollar against ~~those currencies~~the EUR and AUD, partially offset by a weakening against the GBP in the ~~third~~first quarter of ~~2019.~~2021. The interest rate swaps are used primarily to fix our interest rate payments on certain variable rate borrowings which fund fixed rate investments and to hedge our interest rate risk on residential loans held-for-sale.

Infrastructure Lending Segment

Revenues

For the three months ended ~~September~~June 30, ~~2020,~~2021, revenues of our Infrastructure Lending Segment ~~decreased $5.0~~increased $2.3 million to ~~$18.6~~$21.8 million, compared to ~~$23.6~~$19.5 million for the three months ended ~~September 30, 2019.~~March 31, 2021. This ~~decrease~~ was primarily due to ~~decreases~~an increase in interest income from loans reflecting higher average balances as a result of ~~$4.9 million and investment securities of $0.2 million. The decrease in interest income from loans was primarily due to lower average LIBOR rates.~~loan acquisitions.

Costs and Expenses

For the three months ended ~~September~~June 30, ~~2020,~~2021, costs and expenses of our Infrastructure Lending Segment ~~decreased $10.5~~increased $1.2 million to ~~$8.3~~$14.2 million, compared to ~~$18.8~~$13.0 million for the three months ended ~~September 30, 2019.~~March 31, 2021. The ~~decrease~~increase was primarily due to a ~~$5.5~~$0.9 million ~~decrease~~increase in in interest expense associated with the various secured financing facilities used to fund a portion of this segment’s investment ~~portfolio and a $4.4 million decrease in credit loss provision.~~portfolio. The ~~decrease~~increase in interest expense was primarily due to ~~lower~~higher average LIBOR rates. The decrease in the credit loss provision was primarily due to the reversal of a portion of the CECL allowance during the quarter ended September 30, 2020 due to improved macroeconomic conditions.borrowings outstanding.

Net Interest Income (amounts in thousands)


	For the Three Months Ended
	June 30, 2021		March 31, 2021		Change
Interest income from loans	$	21,171	$	18,808	$	2,363
Interest income from investment securities	555		564		(9)
Interest expense	(9,694)		(8,841)		(853)
Net interest income	$	12,032	$	10,531	$	1,501

For the Three Months Ended

September 30,


2020

2019

Change
Interest income from loans

$
17,835

$
22,763

$
(4,928)
Interest income from investment securities

635

810

(175)
Interest expense

(8,914)

(14,422)

5,508
Net interest income

$
9,556

$
9,151

$
405

For the three months ended ~~September~~June 30, ~~2020,~~2021, net interest income of our Infrastructure Lending Segment increased ~~$0.4~~$1.5 million to ~~$9.6~~$12.0 million, compared to ~~$9.2~~$10.5 million for the three months ended ~~September 30, 2019.~~March 31, 2021. The increase reflects the ~~decrease~~increase in interest income, partially offset by the increase in interest expense on the secured financing facilities, ~~partially offset by the decreases in interest income,~~ both as discussed in the sections above.

~~Table of Contents~~

During the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~March 31, 2021, the weighted average unlevered yields on the Infrastructure Lending Segment’s investments were as follows:


	For the Three Months Ended
	June 30, 2021		March 31, 2021
Loans and investment securities held-for-investment	4.9	%	4.8	%
Loans held-for-sale	2.9	%	3.2	%

For the Three Months Ended

September 30,

2020

2019

Loans and investment securities held-for-investment

4.7
%
6.1
%
Loans held-for-sale

3.5
%
4.2
%

During both the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~March 31, 2021, the Infrastructure Lending Segment’s weighted average secured borrowing rate, inclusive of the amortization of deferred financing fees, was 2.9% ~~and 4.7%, respectively.~~

Other Income (Loss)

For the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~March 31, 2021, other income of our Infrastructure Lending Segment ~~increased $2.7~~decreased $1.0 million ~~to $0.1 million, compared~~ to a loss of ~~$2.6~~$0.9 million, compared to income of $0.1 million for the three months ended ~~September 30, 2019. The improvement in other income (loss)~~March 31, 2021. This decrease was primarily ~~reflects the non-recurrence of~~due to a ~~$2.1~~$0.6 million increased loss on extinguishment of debt ~~in the third quarter~~and a $0.6 million decreased gain on interest rate derivatives.

Table of ~~2019 resulting from the write-off of deferred financing fees relating to partial debt prepayments from proceeds of loan repayments and sales.~~Contents

Property Segment

Change in Results by Portfolio (amounts in thousands)


	$ Change from prior period
	Revenues		Costs and expenses		Gain (loss) on derivative financial instruments		Other income (loss)		Income (loss) before income taxes
Master Lease Portfolio	$	—	$	6	$	—	$	—	$	(6)
Medical Office Portfolio	(289)		217		(4,936)		—		(5,442)
Woodstar I Portfolio	370		707		(160)		—		(497)
Woodstar II Portfolio	229		1,235		—		141		(865)
Other/Corporate	—		51		—		(50)		(101)
Total	$	310	$	2,216	$	(5,096)	$	91	$	(6,911)

$ Change from prior period

Costs and

Gain (loss) on derivative

Income (loss) before

Revenues

expenses

financial instruments

Other income (loss)

income taxes
Master Lease Portfolio

$
8

$
44

$
—

$
—

$
(36)
Medical Office Portfolio

552

(1,421)

4,066

—

6,039
Woodstar I Portfolio

(239)

1,296

(226)

—

(1,761)
Woodstar II Portfolio

(125)

—

—

—

(125)
Ireland Portfolio

(8,599)

(8,001)

(10,053)

7

(10,644)
Investment in unconsolidated entities

—

—

—

(223)

(223)
Other/Corporate

—

(243)

—

14

257
Total

$
(8,403)

$
(8,325)

$
(6,213)

$
(202)

$
(6,493)

See Note 6 to the Condensed Consolidated Financial Statements for a description of the above-referenced Property Segment portfolios. ~~The Ireland Portfolio, which was comprised of 11 office properties and one multifamily property all located in Dublin, Ireland, was sold in December 2019.~~

Revenues

For the three months ended ~~September~~June 30, ~~2020,~~2021, revenues of our Property Segment ~~decreased $8.4~~increased $0.3 million to ~~$64.0~~$65.4 million, compared to ~~$72.4~~$65.1 million for the three months ended ~~September 30, 2019. The decrease in revenues was primarily due to the sale of the Ireland Portfolio in December 2019.~~March 31, 2021.

Costs and Expenses

For the three months ended ~~September~~June 30, ~~2020,~~2021, costs and expenses of our Property Segment ~~decreased $8.3~~increased $2.2 million to ~~$60.8~~$61.7 million, compared to ~~$69.1~~$59.5 million for the three months ended ~~September 30, 2019. The decrease~~March 31, 2021. This increase was primarily due to a $1.2 million increase in ~~costs~~repairs and ~~expenses primarily reflects~~maintenance and a $1.0 million increase in interest expense due to higher average borrowings outstanding from the ~~sale~~refinancing of ~~the Ireland~~our Woodstar II Portfolio in ~~December 2019.~~

March 2021.

~~Table of Contents~~

Other Income (Loss)

For the three months ended ~~September~~June 30, ~~2020,~~2021, other income of our Property Segment decreased ~~$6.4~~$5.0 million to a loss of ~~$0.3~~$0.4 million, compared to income of ~~$6.1~~$4.6 million for the three months ended ~~September 30, 2019.~~March 31, 2021. The decrease in other income was primarily due to a ~~$6.2~~$5.1 million unfavorable change in gain (loss) on derivatives consisting of (i) the non-recurrence of a $10.0 million gain in the 2019 third quarter on foreign exchange contracts which hedged our Euro currency exposure with respect to the Ireland Portfolio, partially offset by (ii) a $3.8 million decreased loss on interest rate swaps which primarily hedge ~~the variable~~our interest rate risk on borrowings secured by our Medical Office Portfolio.

Investing and Servicing Segment

Revenues

For the three months ended ~~September~~June 30, ~~2020,~~2021, revenues of our Investing and Servicing Segment ~~decreased $18.3~~increased $13.0 million to ~~$49.1~~$57.5 million, compared to ~~$67.4~~$44.5 million for the three months ended ~~September 30, 2019.~~March 31, 2021. The ~~decrease in revenues in the third quarter of 2020 was~~increase primarily ~~due to decreases of $11.3~~reflects a (i) $6.0 million increase in interest income from CMBS and conduit loans, ~~$4.5~~which includes a $3.9 million increase in CMBS interest recoveries, (ii) a $3.9 million increase in servicing fees primarily from COVID-19 related loan modifications and ~~$2.4~~liquidations and (iii) a $2.7 million increase in ~~rental income from our REIS Equity Portfolio (see Note 6~~other fees related to an origination fee on a loan that we co-originated for the ~~Condensed Consolidated Financial Statements) due to fewer properties held. The decrease in interest income primarily reflects (i)~~purpose of contributing into a ~~$7.4 million decrease in interest recoveries on~~single-asset single-borrower CMBS ~~and (ii) lower average balances of conduit loans held-for-sale.~~

transaction.

Costs and Expenses

For the three months ended ~~September~~June 30, ~~2020,~~2021, costs and expenses of our Investing and Servicing Segment ~~decreased $9.3~~increased $7.8 million to ~~$33.0~~$40.3 million, compared to ~~$42.3~~$32.5 million for the three months ended ~~September 30, 2019.~~March 31, 2021. The ~~decrease~~increase in costs and expenses was primarily due to ~~decreases~~an increase of ~~$4.1~~$7.3 million in general and administrative expenses reflecting ~~lower~~increased incentive compensation, ~~$3.5 million in interest expense on borrowings related to conduit loans and properties held and $2.3 million in costs of rental operations, depreciation and amortization~~principally due to ~~fewer properties held.~~higher securitization volume.

Other Income

For the three months ended ~~September~~June 30, ~~2020,~~2021, other income of our Investing and Servicing Segment ~~decreased $49.3~~increased $5.9 million to ~~$10.0~~$24.9 million, compared to ~~$59.3~~$19.0 million for the three months ended ~~September 30, 2019.~~March 31, 2021. The ~~decrease~~increase in other income was primarily due to (i) ~~the non-recurrence~~a $32.3 million greater increase in fair value of conduit loans and (ii) a ~~$20.7~~$9.7 million gain on sale of an operating property in the ~~third~~second quarter of ~~2019, (ii)~~2021, partially offset by (iii) a ~~$20.4~~$19.8 million ~~lesser increase~~unfavorable change in fair value of ~~conduit loans~~

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CMBS investments and (iii) a ~~$19.2~~$15.0 million ~~lesser increase in fair value of CMBS investments, all partially offset by (iv) a $6.4 million favorable~~unfavorable change in gain (loss) on derivatives which primarily hedge our interest rate risk on conduit loans and ~~(v) a $3.9 million favorable change in fair value of servicing rights.~~CMBS investments.

Corporate and Other Items

Corporate Costs and Expenses

For the three months ended ~~September~~June 30, ~~2020,~~2021, corporate expenses decreased ~~$9.1~~$9.2 million to ~~$53.1~~$62.4 million, compared to ~~$62.2~~$71.6 million for the three months ended ~~September 30, 2019. The decrease~~March 31, 2021. This was primarily due to ~~decreases~~a decrease of ~~$7.2~~$9.5 million in incentive management fees and ~~$2.1 million in interest expense principally on lower average outstanding balances~~amortization of ~~our unsecured senior notes.~~manager equity plan awards.

Corporate Other Income

(Loss)

For the three months ended ~~September~~June 30, ~~2020,~~2021, corporate other income ~~decreased $4.7~~(loss) improved $7.7 million to ~~$0.6~~income of $0.9 million, compared to ~~$5.3~~a loss of $6.8 million for the three months ended ~~September 30, 2019. The decrease in corporate other income~~March 31, 2021. This was ~~primarily~~ due to a ~~$6.1 million decrease~~favorable change in ~~gains~~gain (loss) on interest rate swaps which hedge a portion of our unsecured senior notes used to repay variable-rate secured ~~financing, partially offset by the non-recurrence of a $1.4 million loss on extinguishment of debt in the third quarter of 2019.~~

financing.

~~Table of Contents~~

Securitization VIE Eliminations

Securitization VIE eliminations primarily reclassify interest income and servicing fee revenues to other income (loss) for the CMBS and RMBS VIEs that we consolidate as primary beneficiary. Such eliminations have no overall effect on net income (loss) attributable to Starwood Property Trust. The reclassified revenues, along with applicable changes in fair value of investment securities and servicing rights, comprise the other income (loss) caption “Change in net assets related to consolidated VIEs,” which represents our beneficial interest in those consolidated VIEs. The magnitude of the securitization VIE eliminations is merely a function of the number of CMBS and RMBS trusts consolidated in any given period, and as such, is not a meaningful indicator of operating results. The eliminations primarily relate to CMBS trusts for which the Investing and Servicing Segment is deemed the primary beneficiary and, to a much lesser extent, some CMBS and RMBS trusts for which the Commercial and Residential Lending Segment is deemed the primary beneficiary.

Income Tax ~~Provision~~

Benefit (Provision)

Our consolidated income taxes principally relate to the taxable nature of our loan servicing and loan securitization businesses which are housed in taxable REIT subsidiaries (“TRSs”). For the three months ended ~~September~~June 30, ~~2020,~~2021, our income ~~taxes increased $10.3~~tax provision decreased $5.6 million to ~~$14.8~~a benefit of $3.4 million compared to ~~$4.5~~a provision of $2.2 million for the three months ended ~~September 30, 2019~~March 31, 2021 due to an ~~increase in~~overall taxable ~~income~~loss of our TRSs in the ~~third~~second quarter of ~~2020.~~2021.

Net Income Attributable to Non-controlling Interests

During the three months ended ~~September~~June 30, ~~2020,~~2021, net income attributable to non-controlling interests ~~increased $3.3~~decreased $1.0 million to ~~$12.9~~$10.1 million, compared to ~~$9.6~~$11.1 million during the three months ended September 30, 2019. The increase was primarily due to non-controlling interests in earnings of a consolidated CMBS joint venture in which we hold a 51% interest, partially offset by the non-controlling interest on the gain from an Investing and Servicing Segment operating property sold during the third quarter of 2019.

~~Nine~~March 31, 2021.

Six Months Ended ~~September~~June 30, ~~2020~~2021 Compared to the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2019~~

2020

Commercial and Residential Lending Segment

Revenues

For the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, revenues of our Commercial and Residential Lending Segment ~~increased $26.9~~decreased $4.8 million to ~~$553.3~~$375.0 million, compared to ~~$526.4~~$379.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. This ~~increase~~decrease was primarily due to ~~an increase~~decreases in interest income from loans of ~~$29.5~~$6.2 million and investment securities of $0.4 million, partially offset by aan increase in rental income from foreclosed properties of $2.0 million. The decrease in interest income from ~~investment securities~~loans reflects a decrease from residential loans of ~~$5.1 million. The increase in interest income from loans was~~$10.5 million principally due to ~~(i) higher prepayment related income~~lower average balances reflecting the timing of purchases and ~~(ii)~~securitizations, partially offset by a $4.3 million increase from commercial loans reflecting higher average balances ~~of both commercial and residential loans,~~ partially offset by ~~(iii)~~ lower average LIBOR rates ~~(partially~~(partly mitigated by the LIBOR floors on most of our commercial loans). The slight decrease in interest income from investment securities was primarily due to lower prepayment related income, average LIBOR rates and ~~lower prepayment related~~investment balances affecting interest income onfrom our ~~single-borrower CMBS,~~commercial investment securities, partially offset by higher average RMBS investment ~~balances.~~balances retained from securitizations of residential loans.

Table of Contents

Costs and Expenses

For the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, costs and expenses of our Commercial and Residential Lending Segment ~~increased $23.7~~decreased $65.0 million to ~~$222.9~~$104.0 million, compared to ~~$199.2~~$169.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. This ~~increase~~decrease was primarily due to a ~~$50.2~~$64.5 million ~~increase~~decrease in credit loss provision and ~~an $8.5 million increase in general and administrative expenses primarily related to residential loan procurement, partially offset by~~ a ~~$37.8~~$3.2 million decrease in interest expense associated with the various secured financing facilities used to fund a portion of this segment’s investment ~~portfolio. The~~portfolio, partially offset by a $5.0 million increase in ~~the~~general and administrative expenses. The credit loss provision ~~was due~~decreased from a provision of $51.5 million in the first half of 2020 to a $13.0 million reversal in the ~~recognition~~first half of current expected credit losses (“CECL”) during the nine months ended September 30, 2020 in accordance with the new credit loss accounting standard effective January 1, 2020 (see Notes 2 and 4 to the Condensed Consolidated Financial

~~Table of Contents~~

~~Statements).~~2021. The ~~CECL~~large provision in the first ~~nine months~~half of 2020 was ~~magnified by~~due to the significant deterioration in macroeconomic forecasts ~~between the January 1 CECL effective date and the September 30 period end~~ due to the ~~economic~~initial disruption caused by the COVID-19 ~~pandemic.~~pandemic and its effect on our then estimate of CECL. The credit loss reversal in the first half of 2021 was primarily due to an improvement in macroeconomic forecasts. The decrease in interest expense was primarily due to lower average LIBOR rates partially offset by higher average borrowings outstanding.

Net Interest Income (amounts in thousands)

For the Nine Months Ended

September 30,


2020

2019

Change
Interest income from loans

$
492,489

$
462,956

$
29,533
Interest income from investment securities

57,358

62,438

(5,080)
Interest expense

(134,243)

(172,012)

37,769
Net interest income

$
415,604

$
353,382

$
62,222


	For the Six Months Ended June 30,
	2021		2020		Change
Interest income from loans	$	336,290	$	342,517	$	(6,227)
Interest income from investment securities	35,575		35,973		(398)
Interest expense	(92,651)		(95,821)		3,170
Net interest income	$	279,214	$	282,669	$	(3,455)

For the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, net interest income of our Commercial and Residential Lending Segment ~~increased $62.2~~decreased $3.5 million to ~~$415.6~~$279.2 million, compared to ~~$353.4~~$282.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. This ~~increase~~decrease reflects the ~~net increase~~decreases in interest income, ~~and~~partially offset by the decrease in interest expense on our secured financing facilities, both as discussed in the sections above.

During the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, the weighted average unlevered yields on the Commercial and Residential Lending Segment’s loans and investment securities were as follows:


	For the Six Months Ended June 30,
	2021		2020
Commercial	5.8	%	6.6	%
Residential	7.4	%	6.6	%
Overall	6.0	%	6.6	%

For the Nine Months Ended

September 30,

2020

2019

Commercial

6.5
%
7.5
%
Residential

6.8
%
6.9
%
Overall

6.5
%
7.4
%

The overall weighted average unlevered yield was lower ~~as higher levels of prepayment related income were more than~~primarily due to lower LIBOR rates affecting our commercial yields, partially offset by ~~decreases~~the increased investment in ~~LIBOR.~~

higher-yielding RMBS affecting our residential yields.

During the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, the Commercial and Residential Lending Segment’s weighted average secured borrowing rates, inclusive of interest rate hedging costs and the amortization of deferred financing fees, were ~~2.9%~~2.5% and ~~4.4%~~3.1%, respectively. The decrease in borrowing rates primarily reflects decreases in LIBOR.

Other Income

(Loss)

For the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, other income (loss) of our Commercial and Residential Lending Segment ~~increased $19.7~~improved $50.3 million to ~~$39.8~~income of $17.1 million compared to ~~$20.1~~a loss of $33.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. This ~~increase~~improvement was primarily due to (i) ~~a $40.1 million greater increase in fair value of residential mortgage loans and (ii) a $15.3~~an $18.2 million decrease in foreign currency loss, ~~partially offset by~~(ii) a $17.7 million gain on sale of a foreclosed property in the first quarter of 2021, (iii) ~~a $21.5~~an $11.0 million ~~unfavorable change in gain (loss) on derivatives, (iv) a $5.9 million greater~~lesser decrease in fair value of investment securities, ~~(v)~~(iv) a ~~$4.6~~$4.1 million ~~decrease in earnings from unconsolidated entities and (vi) a $4.5 million unfavorable~~favorable change ~~in gains (losses) on sales of loans and securities. The greater increase~~ in fair value of residential ~~mortgage~~ loans ~~primarily reflects the simultaneous purchase~~ and ~~securitization~~(v) a $2.1 million higher gain on derivatives. The fair value of ~~$478.9 million of loans~~our investment securities in the ~~third quarter~~first half of 2020 ~~pursuant~~was adversely affected by widening credit spreads resulting from market disruption and dislocation caused by the initial impacts of COVID-19. The fair value of our investment securities in the first half of 2021 was adversely affected, to a ~~trade confirmation that we entered into~~lesser extent, by higher than projected prepayment rates on the residential loans underlying our RMBS. The higher gain on derivatives in the ~~second quarter~~first half of ~~2020. The unfavorable~~2021 reflects a $37.2 million favorable change in gain (loss) on ~~derivatives reflects an $11.6~~interest rate swaps, partially offset by a $35.1 million ~~decreased~~lower gain on foreign currency ~~hedges and a $9.9 million increased loss on interest rate swaps.~~hedges. The foreign currency hedges are used to fix the U.S. dollar amounts of cash flows (both interest and principal payments) we expect to receive from our foreign currency denominated loans and investments. The ~~decreased~~decreases in foreign currency loss and ~~decreased gain on~~ foreign currency ~~hedges~~hedge gains reflect athe strengthening of the U.S. dollar against the ~~GBP,~~EUR and AUD, partially offset by a weakening against the ~~AUD and the EUR,~~GBP, in the first ~~nine months~~half of ~~2020 versus~~2021 compared to a greater overall strengthening of the U.S. dollar against ~~each of~~ those currencies in the first ~~nine months~~half of ~~2019.~~2020. The interest rate swaps are used primarily to fix our interest rate payments on certain variable rate borrowings which fund fixed rate investments and to hedge our interest rate risk on residential loans held-for-sale. ~~The greater decrease in fair value of investment securities reflects the~~

Table of Contents

widening of credit spreads resulting from market disruption and dislocation caused by the impacts of COVID-19 in the first quarter of 2020, partially offset by a tightening of those credit spreads in the second and third quarters.

Infrastructure Lending Segment

Revenues

For the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, revenues of our Infrastructure Lending Segment decreased ~~$16.5~~$1.9 million to ~~$61.7~~$41.3 million, compared to ~~$78.2~~$43.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. This ~~decrease was primarily due to decreases in interest income from loans of $15.6 million and investment securities of $0.5 million. The decrease in interest income from loans~~ was primarily due to a decrease in interest income from loans of $1.6 million principally due to lower average LIBOR ~~rates and lower average loan balances outstanding as a result of sales and repayments, partially offset by an increase in average spreads on our infrastructure loans.~~rates.

Costs and Expenses

For the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, costs and expenses of our Infrastructure Lending Segment decreased ~~$15.7~~$13.1 million to ~~$48.4~~$27.1 million, compared to ~~$64.1~~$40.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019. This~~2020. The decrease was primarily due to a ~~$17.5~~$6.2 million decrease in credit loss provision, a $4.3 million decrease in interest expense associated with the various secured financing facilities used to fund a portion of this segment’s investment portfolio ~~partially offset by~~and a $1.8 million ~~increase~~decrease in general and administrative expenses. The credit loss ~~provision.~~provision in the first half of 2020 was magnified by the significant deterioration of macroeconomic forecasts due to the initial economic disruption caused by the COVID-19 pandemic. The decrease in interest expense was primarily due to lower average LIBOR rates and lower average borrowings as a result of loan sales and repayments. The increase in the credit loss provision was due to the recognition of CECL during the nine months ended September 30, 2020 in accordance with the new credit loss accounting standard effective January 1, 2020. As discussed above, the CECL provision was magnified by the deterioration in macroeconomic forecasts due to the economic disruption caused by the COVID-19 pandemic.rates.

Net Interest Income (amounts in thousands)


	For the Six Months Ended June 30,
	2021		2020		Change
Interest income from loans	$	39,979	$	41,539	$	(1,560)
Interest income from investment securities	1,119		1,384		(265)
Interest expense	(18,535)		(22,795)		4,260
Net interest income	$	22,563	$	20,128	$	2,435

For the Nine Months Ended

September 30,


2020

2019

Change
Interest income from loans

$
59,374

$
74,969

$
(15,595)
Interest income from investment securities

2,019

2,563

(544)
Interest expense

(31,709)

(49,257)

17,548
Net interest income

$
29,684

$
28,275

$
1,409

For the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, net interest income of our Infrastructure Lending Segment increased ~~$1.4~~$2.4 million to ~~$29.7~~$22.5 million, compared to ~~$28.3~~$20.1 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. The increase reflects the decrease in interest expense on the secured financing facilities, ~~which was~~ partially offset by the decrease in interest income, both as discussed in the sections above.

During the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, the weighted average unlevered yields on the Infrastructure Lending Segment’s investments were as follows:


	For the Six Months Ended June 30,
	2021		2020
Loans and investment securities held-for-investment	4.9	%	5.6	%
Loans held-for-sale	2.8	%	3.6	%

For the Nine Months Ended

September 30,

2020

2019

Loans and investment securities held-for-investment

5.3
%
6.2
%
Loans held-for-sale

3.7
%
4.0
%

During the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, the Infrastructure Lending Segment’s weighted average secured borrowing rate, inclusive of the amortization of deferred financing fees, was ~~3.5%~~2.9% and ~~4.7%~~3.8%, respectively.

~~Table of Contents~~

Other Loss

For the ~~nine~~six months ended ~~September~~June 30, 2021 and 2020, other loss of our Infrastructure Lending Segment decreased ~~$6.2~~$1.8 million to ~~$2.5~~$0.8 million, compared to ~~$8.7~~$2.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. The decrease in other loss primarily reflects a ~~decreased loss~~$2.2 million favorable change in gain (loss) on ~~extinguishment~~interest rate derivatives.

Table of ~~debt resulting from the write-off of deferred financing fees relating to partial debt prepayments from proceeds of loan repayments and sales.~~Contents

Property Segment

Change in Results by Portfolio (amounts in thousands)


	$ Change from prior period
	Revenues		Costs and expenses		Gain (loss) on derivative financial instruments		Other income (loss)		Income (loss) before income taxes
Master Lease Portfolio	$	(3)	$	(84)	$	—	$	—	$	81
Medical Office Portfolio	511		(2,456)		39,049		—		42,016
Woodstar I Portfolio	1,268		223		140		1,702		2,887
Woodstar II Portfolio	1,130		2,306		—		(142)		(1,318)
Other/Corporate	(15)		(544)		—		310		839
Total	$	2,891	$	(555)	$	39,189	$	1,870	$	44,505

$ Change from prior year

Costs and

Gain (loss) on derivative

Income (loss) before

Revenues

expenses

financial instruments

Other income (loss)

income taxes
Master Lease Portfolio

$
11

$
120

$
—

$
—

$
(109)
Medical Office Portfolio

(731)

(5,543)

(14,404)

—

(9,592)
Woodstar I Portfolio

1,832

5,889

(283)

(1,702)

(6,042)
Woodstar II Portfolio

1,622

537

—

—

1,085
Ireland Portfolio

(26,457)

(23,012)

(16,506)

7

(19,944)
Investment in unconsolidated entities

—

—

—

42,538

42,538
Other/Corporate

14

(236)

—

(296)

(46)
Total

$
(23,709)

$
(22,245)

$
(31,193)

$
40,547

$
7,890

Revenues

See Note 6 to the Condensed Consolidated Financial Statements for a description of the above-referenced Property Segment portfolios. The Ireland Portfolio, which was comprised of 11 office properties and one multifamily property all located in Dublin, Ireland, was sold in December 2019.

~~Revenues~~

For the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, revenues of our Property Segment ~~decreased $23.7~~increased $2.9 million to ~~$191.7~~$130.6 million, compared to ~~$215.4~~$127.7 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019. The decrease in revenues was~~2020, primarily ~~due to the sale of the Ireland Portfolio in December 2019, partially offset by~~reflecting increased rental ~~income~~rates in the Woodstar ~~Portfolios due to rental rate increases effective May 2019.~~Portfolios.

Costs and Expenses

For the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, costs and expenses of our Property Segment decreased ~~$22.2~~$0.6 million to ~~$182.6~~$121.2 million, compared to ~~$204.8~~$121.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019. The decrease in costs and expenses primarily reflects the sale of the Ireland Portfolio in December 2019.~~

2020.

Other ~~Loss~~

Income (Loss)

For the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, other ~~loss~~income of our Property Segment ~~decreased $9.4~~improved $41.0 million to ~~$37.1~~income of $4.2 million, compared to ~~$46.5~~a loss of $36.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. The ~~decrease~~improvement in other ~~loss~~income (loss) was primarily due to a ~~$42.5~~$39.2 million ~~loss~~favorable change in the 2019 period that did not recur in the 2020 period from our equity investee that owns four regional shopping malls (the “Retail Fund”). Our investment in the Retail Fund was written off as of December 31, 2019 due to continued declines in the estimated fair values of its properties. Partially offsetting the effect of the Retail Fund was a $31.2 million increased lossgain (loss) on derivatives ~~consisting of (i) a $14.7 million increased loss on interest rate swaps~~ which primarily hedge ~~the variable~~our interest rate risk on borrowings secured by our Medical Office ~~Portfolio and (ii) the non-recurrence of a $16.5 million gain in the 2019 period on foreign exchange contracts which hedged our Euro currency exposure with respect to the Ireland~~ Portfolio.

~~Table of Contents~~

Investing and Servicing Segment

Revenues

For the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, revenues of our Investing and Servicing Segment ~~decreased $62.3~~increased $13.5 million to ~~$137.7~~$102.1 million ~~compared to $200.0~~from $88.6 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. The ~~decrease~~increase in revenues was primarily due to ~~decreases of $32.6~~a $13.8 million increase in servicing fees ~~$12.1 million in rental income from our REIS Equity Portfolio due to fewer properties held and~~reflecting an ~~owned hotel which was closed during the second quarter due to~~increasing volume of COVID-19 ~~and $17.6 million in interest income from CMBS and conduit loans, which reflects a $13.3 million decrease in interest recoveries on CMBS and lower average balances of conduit loans held-for-sale.~~

related loan resolutions.

Costs and Expenses

For the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, costs and expenses of our Investing and Servicing Segment ~~decreased $22.8~~increased $6.8 million to ~~$98.9~~$72.7 million, compared to ~~$121.7~~$65.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. The ~~decrease~~increase in costs and expenses was primarily due to ~~decreases~~an increase of ~~$9.8 million in costs of rental operations, depreciation and amortization due to fewer properties held, $7.5~~$8.5 million in general and administrative expenses reflecting ~~lower~~increased incentive compensation, ~~and $6.4~~principally due to higher securitization volume, partially offset by a $2.1 million decrease in interest expense on borrowings related to CMBS, conduit loans and properties ~~held and conduit loans.~~held.

Other Income

For the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, other income of our Investing and Servicing Segment ~~decreased $100.0~~increased $42.0 million to ~~$11.9~~$43.9 million, compared to ~~$111.9~~$1.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. The ~~decrease~~increase in other income was primarily due to (i) a ~~$92.5~~$33.9 million ~~unfavorable change~~lesser decrease in fair value of CMBS investments, (ii) a $26.5 million favorable change in gain (loss) on derivatives which primarily ~~due to~~hedge our interest rate risk on conduit loans and CMBS investments and (iii) a $14.0 million greater increase in fair value of conduit loans, partially offset by a $30.1 million decrease in earnings of unconsolidated entities. The fair value of our CMBS investments was adversely affected in the first half of 2020 by widening credit spreads resulting from market disruption and dislocation caused by the initial impacts of ~~COVID-19, (ii) a $26.0 million lesser increase~~COVID-19. The decrease in ~~fair value~~earnings of ~~conduit loans, (iii) a $14.2 million decreased gain on sales~~unconsolidated entities reflects the nonrecurrence of ~~operating properties and (iv) a $6.1 million increased loss on derivatives which primarily hedge our interest rate risk on conduit loans, all partially offset by (v)~~ realized and unrealized gains totaling $27.9 million resulting from the sale in April 2020 of a portion of our unconsolidated equity interest in a servicing and advisory ~~business, as further described in Note 7 to the Condensed Consolidated Financial Statements and (vi) an $11.2 million favorable change in fair value~~business.

Table of ~~servicing rights.~~Contents

Corporate and Other Items

Corporate Costs and Expenses

For the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, corporate expenses increased ~~$9.8~~$7.0 million to ~~$180.0~~$134.0 million, compared to ~~$170.2~~$127.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019. The~~2020. This increase was primarily due to ~~a $10.3~~increases of $4.2 million ~~increase~~ in incentive management ~~fees.~~

fees and amortization of manager equity plan awards, $1.7 million in interest expense on higher average outstanding term loan and unsecured senior note balances and $1.1 million in general and administrative expenses.

Corporate Other Income

(Loss)

For the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, corporate other income ~~increased $4.2~~decreased $39.7 million to ~~$34.4~~a loss of $5.9 million, compared to ~~$30.2~~income of $33.8 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019. The increase in corporate other income~~2020. This decrease was ~~primarily~~ due to ~~a $2.7 million increase~~an unfavorable change in ~~gains~~gain (loss) on interest rate swaps which hedge a portion of our unsecured senior notes used to repay variable-rate secured ~~financing and the non-recurrence of a $1.4 million loss on extinguishment of debt in the third quarter of 2019.~~financing.

Securitization VIE Eliminations

Refer to the preceding comparison of the three months ended ~~September~~June 30, ~~2020~~2021 to the three months ended ~~September 30, 2019~~March 31, 2021 for a discussion of the ~~nature~~effect of securitization VIE eliminations.

~~Table of Contents~~

Income Tax ~~Benefit (Provision)~~

Provision

Our consolidated income taxes principally relate to the taxable nature of our loan servicing and loan securitization businesses which are housed in TRSs. For the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, our income tax ~~provision~~benefit decreased ~~$1.6~~$6.9 million to ~~$6.8~~$1.1 million compared to ~~$8.4~~$8.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 due to a decrease in ~~the~~overall taxable ~~income~~losses of our TRSs in the first ~~nine months~~half of ~~2020.~~2021.

Net Income Attributable to Non-controlling Interests

During the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, net income attributable to non-controlling interests increased ~~$5.5~~$7.4 million to ~~$26.7~~$21.2 million, compared to ~~$21.2~~$13.8 million during the ~~nine~~six months ended ~~September~~June 30, ~~2019.~~2020. The increase was primarily due to non-controlling interests in increased earnings of a consolidated CMBS joint venture in which we hold a 51% interest.

Table of Contents

Non-GAAP Financial Measures

~~Core~~

Distributable Earnings is a non-GAAP financial measure. We calculate ~~Core~~Distributable Earnings as GAAP net income (loss) excluding the following:

(i)

~~(i)~~

non-cash equity compensation expense;

(ii)incentive fees due under our management agreement;

(iii)depreciation and amortization of real estate and associated intangibles;

(iv)acquisition costs associated with successful acquisitions;

(v)

~~(ii)~~

~~incentive fees due under our management agreement;~~

~~(iii)~~

~~depreciation and amortization of real estate and associated intangibles;~~

~~(iv)~~

~~acquisition costs associated with successful acquisitions;~~

~~(v)~~

any unrealized gains, losses or other non-cash items recorded in net income (loss) for the period, regardless of whether such items are included in other comprehensive income or loss, or in net income (loss); and

~~(vi)~~

~~any deductions for distributions payable with respect to equity securities of subsidiaries issued in exchange for properties or interests therein.~~

~~In determining what constitutes~~ unrealized gains, losses or other non-cash items recorded in net income (loss) ~~as referenced~~for the period, regardless of whether such items are included in ~~item (v), since its inception~~other comprehensive income or loss, or in ~~2009, the Company~~net income (loss); and

(vi)any deductions for distributions payable with respect to equity securities of subsidiaries issued in exchange for properties or interests therein.

The CECL reserve has ~~included provisions related~~been excluded from Distributable Earnings consistent with other unrealized gains (losses) pursuant to ~~loan losses. Over the last 11 years, the Company has experienced a variety of economic environments, but does not have a history of realized~~our existing policy for reporting Distributable Earnings. We expect to only recognize such potential credit losses ~~on its originated loans.~~in Distributable Earnings if and when such amounts are deemed nonrecoverable upon a realization event. This is generally at the time a loan is repaid, or in the case of foreclosure, when the underlying asset is sold, but non-recoverability may also be determined if, in our determination, it is nearly certain that all amounts due will not be collected. The ~~Company acquired a special servicer~~realized loss amount reflected in ~~2013. Through this special servicer, which was established in 1992,~~Distributable Earnings will equal the ~~Company has experienced numerous economic cycles~~difference between the cash received, or expected to be received, and ~~has an in-depth understanding~~the book value of the commercial real estate markets after having worked out $80 billion across approximately 6,800 commercial real estate loans. One significant differentiating factor about the Company’s loan portfolio from thatasset, and is reflective of ~~a typical bank, which likely has a history of realized credit losses, is that the Company originates loans specifically tailored~~our economic experience as it relates to the assets, borrowers and markets involved, whose complexity and structure are unique to each borrower and set of circumstances, and for which a broad application of assumptions would be less applicable than for the more traditional loans originated by banks. Banks, on the other hand, traditionally originate loans that fall into a specific set of defined metrics and guidelines. Given its extensive industry expertise and the nature of its loans, the Company believes that it is uniquely positioned with information on the assets in which it invests which is more appropriate than the broader macroeconomic data which takes a less focused view of loss and growth. As a result, in assessing the impactultimate realization of the new credit loss accounting guidance on its Core Earnings, the Company determined that, consistent with its prior treatment of loan loss allowances and its stakeholders’ view of realized loan losses, the credit loss provision or reversal as computed under the newly released guidelines should likewise be included within unrealized gains, losses or other non-cash items as referenced in item (v), but only to the extent that it exceeds any realized credit losses during the period.

loan.

~~Table of Contents~~

We believe that ~~Core~~Distributable Earnings provides ~~an additional measure~~meaningful information to consider in addition to our net income (loss) and cash flow from operating activities determined in accordance with GAAP. We believe Distributable Earnings is a useful financial metric for existing and potential future holders of our ~~core operating~~common stock as historically, over time, Distributable Earnings has been a strong indicator of our dividends per share. As a REIT, we generally must distribute annually at least 90% of our net taxable income, subject to certain adjustments, and therefore we believe our dividends are one of the principal reasons stockholders may invest in our common stock. Further, Distributable Earnings helps us to evaluate our performance ~~by eliminating~~excluding the ~~impact~~effects of certain ~~non-cash expenses~~transactions and ~~facilitating a comparison~~GAAP adjustments that we believe are not necessarily indicative of our ~~financial results to those of other comparable REITs with fewer or no non-cash adjustments~~current loan portfolio and ~~comparison of~~operations, and is a performance metric we consider when declaring our ~~own operating results from period to period. Our management uses Core~~dividends. We also use Distributable Earnings ~~in this way, and also uses Core Earnings~~(previously defined as “Core Earnings”) to compute the incentive fee due under our management agreement. The Company believes that its investors also use Core Earnings or a comparable supplemental performance measure to evaluate and compare the performance of the Company and its peers, and as such, the Company believes that the disclosure of Core Earnings is useful to (and expected by) its investors.

~~However, the Company cautions that Core~~

Distributable Earnings does not represent net income (loss) or cash generated from operating activities ~~in accordance with GAAP~~ and should not be considered as an alternative to GAAP net income (loss) ~~(determined in accordance with GAAP)~~, or an indication of our GAAP cash flows from ~~operating activities (determined in accordance with GAAP),~~operations, a measure of our liquidity, taxable income, or an indication of funds available ~~to fund~~for our cash ~~needs, including our ability to make cash distributions.~~needs. In addition, our methodology for calculating ~~Core~~Distributable Earnings may differ from the methodologies employed by other ~~REITs~~companies to calculate the same or similar supplemental performance measures, and accordingly, our reported ~~Core~~Distributable Earnings may not be comparable to the ~~Core~~Distributable Earnings reported by other ~~REITs.~~

companies.

The weighted average diluted share count applied to ~~Core~~Distributable Earnings for purposes of determining ~~Core~~Distributable Earnings per share (“EPS”) is computed using the GAAP diluted share count, adjusted for the following:

(i)

Unvested stock awards – Currently, unvested stock awards are excluded from the denominator of GAAP EPS. The related compensation expense is also excluded from Distributable Earnings. In order to effectuate dilution from these awards in the Distributable Earnings computation, we adjust the GAAP diluted share count to include these shares.

~~(i)~~

Unvested stock awards – Currently, unvested stock awards are excluded from the denominator of GAAP EPS. The related compensation expense is also excluded from Core Earnings. In order to effectuate dilution from these awards in the Core Earnings computation, we adjust the GAAP diluted share count to include these shares.

(ii)

~~(ii)~~

Convertible Notes – Conversion of our Convertible Notes is an event that is contingent upon numerous factors, none of which are in our control, and is an event that may or may not occur. Consistent with the treatment of other unrealized adjustments to Core Earnings, we adjust the GAAP diluted share count to exclude the potential shares issuable upon conversion until a conversion occurs.

Convertible Notes – Conversion of our Convertible Notes is an event that is contingent upon numerous factors, none of which are in our control, and is an event that may or may not occur. Consistent with the treatment of other unrealized adjustments to Distributable Earnings, we adjust the GAAP diluted share count to exclude the potential shares issuable upon conversion until a conversion occurs.

~~(iii)~~

Subsidiary equity – The intent of a February 2018 amendment to our management agreement (the “Amendment”) is to treat subsidiary equity in the same manner as if parent equity had been issued. The Class A Units issued in connection with the acquisition of assets in our Woodstar II Portfolio are currently excluded from our GAAP diluted share count, with the subsidiary equity represented as non-controlling interests in consolidated subsidiaries on our GAAP balance sheet. Consistent with the Amendment, we adjust GAAP diluted share count to include these subsidiary units.

Table of Contents

(iii)Subsidiary equity – The intent of a February 2018 amendment to our management agreement (the “Amendment”) is to treat subsidiary equity in the same manner as if parent equity had been issued. The Class A Units issued in connection with the acquisition of assets in our Woodstar II Portfolio are currently excluded from our GAAP diluted share count, with the subsidiary equity represented as non-controlling interests in consolidated subsidiaries on our GAAP balance sheet. Consistent with the Amendment, we adjust GAAP diluted share count to include these subsidiary units.

The following table presents our diluted weighted average shares used in our GAAP EPS calculation reconciled to our diluted weighted average shares used in our ~~Core~~Distributable EPS calculation (amounts in thousands):

For the Three Months Ended

For the Nine Months Ended

September 30,

September 30,


2020

2019

2020

2019

Diluted weighted average shares - GAAP

292,458

289,912

281,868

289,021

Add: Unvested stock awards

2,520

2,043

2,587

2,128

Add: Woodstar II Class A Units

10,642

11,001

10,676

11,491

Less: Convertible Notes dilution

(9,649)

(9,649)

—

(9,857)

Diluted weighted average shares - Core

295,971

293,307

295,131

292,783


	For the Three Months Ended		For the Six Months Ended June 30,
	June 30, 2021	March 31, 2021	2021	2020
Diluted weighted average shares - GAAP EPS	294,571	293,231	293,808	281,440
Add: Unvested stock awards	4,398	4,484	4,454	2,635
Add: Woodstar II Class A Units	10,383	10,622	10,502	10,693
Less: Convertible Notes dilution	(9,649)	(9,649)	(9,649)	—
Diluted weighted average shares - Distributable EPS	299,703	298,688	299,115	294,768

The definition of ~~Core~~Distributable Earnings allows management to make adjustments, subject to the approval of a majority of our independent directors, in situations where such adjustments are considered appropriate in order for ~~Core~~Distributable Earnings to be calculated in a manner consistent with its definition and objective. No adjustments to the definition of ~~Core~~Distributable Earnings became effective during the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~

2021.

The following table summarizes our quarterly ~~Core~~Distributable Earnings per weighted average diluted share for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019:~~

2020:


	Distributable Earnings For the Three-Month Periods Ended
	March 31		June 30
2021	$	0.50	$	0.51
2020	0.55		0.43

~~Table of Contents~~

Core Earnings For the Three-Month Periods Ended


March 31

June 30

September 30
2020

$
0.55

$
0.43

$
0.50
2019

$
0.28

$
0.52

$
0.52

~~Core~~Distributable Earnings per weighted average diluted share for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2021 does not equal the sum of the individual quarters due to rounding and other computational factors.

Table of Contents

~~Three Months Ended September 30, 2020 Compared to the Three Months Ended September 30, 2019~~

The following table presents our summarized results of operations and reconciliation to ~~Core~~Distributable Earnings for the three months ended ~~September~~June 30, ~~2020,~~2021, by business segment (amounts in thousands, except per share data):

Commercial










and

Residential

Infrastructure

Investing

Lending

Lending

Property

and Servicing

Segment

Segment

Segment

Segment

Corporate

Total
Revenues

$
173,547

$
18,571

$
63,973

$
49,070

$
—

$
305,161
Costs and expenses

(53,891)

(8,262)

(60,801)

(33,035)

(53,072)

(209,061)
Other income (loss)

72,991

140

(300)

9,971

645

83,447
Income (loss) before income taxes

192,647

10,449

2,872

26,006

(52,427)

179,547
Income tax (provision) benefit

(16,700)

(86)

—

1,943

—

(14,843)
Income attributable to non-controlling interests

(3)

—

(5,072)

(7,795)

—

(12,870)
Net income (loss) attributable to Starwood Property Trust, Inc.

175,944

10,363

(2,200)

20,154

(52,427)

151,834
Add / (Deduct):

Non-controlling interests attributable to Woodstar II Class A Units

—

—

5,072

—

—

5,072
Non-cash equity compensation expense

1,015

(126)

54

1,215

4,131

6,289
Acquisition and investment pursuit costs

(163)

—

(89)

—

—

(252)
Depreciation and amortization

370

78

19,191

3,525

—

23,164
Credit loss reversal, net

(259)

(4,369)

—

—

—

(4,628)
Interest income adjustment for securities

(1,035)

—

—

1,914

—

879
Extinguishment of debt, net

—

—

—

—

(246)

(246)
Income tax provision associated with fair value adjustments

5,519

—

—

879

—

6,398
Other non-cash items

3

—

(713)

225

158

(327)
Reversal of GAAP unrealized (gains) / losses on:

Loans

(59,402)

—

—

(1,982)

—

(61,384)
Securities

(13,611)

—

—

(3,249)

—

(16,860)
Derivatives

28,336

(173)

(1,377)

(551)

4,380

30,615
Foreign currency

(25,302)

(110)

(14)

(26)

—

(25,452)
(Earnings) loss from unconsolidated entities

(3,253)

80

—

(358)

—

(3,531)
Recognition of Core realized gains / (losses) on:

Loans

49,241

—

—

6,201

—

55,442
Securities

—

—

—

(4,318)

—

(4,318)
Derivatives

(11,625)

—

(35)

(7,341)

—

(19,001)
Foreign currency

799

(5)

16

26

—

836
Earnings (loss) from unconsolidated entities

3,352

(80)

—

772

—

4,044
Core Earnings (Loss)

$
149,929

$
5,658

$
19,905

$
17,086

$
(44,004)

$
148,574
Core Earnings (Loss) per Weighted Average Diluted Share

$
0.51

$
0.02

$
0.06

$
0.06

$
(0.15)

$
0.50


	Commercial and Residential Lending Segment		Infrastructure Lending Segment		Property Segment		Investing and Servicing Segment		Corporate		Total
Revenues	$	184,490	$	21,795	$	65,454	$	57,504	$	—	$	329,243
Costs and expenses	(47,543)		(14,178)		(61,714)		(40,253)		(62,376)		(226,064)
Other income (loss)	(4,051)		(930)		(397)		24,904		927		20,453
Income (loss) before income taxes	132,896		6,687		3,343		42,155		(61,449)		123,632
Income tax benefit (provision)	8,043		(58)		—		(4,632)		—		3,353
Income attributable to non-controlling interests	(4)		—		(4,914)		(5,757)		—		(10,675)
Net income (loss) attributable to Starwood Property Trust, Inc.	140,935		6,629		(1,571)		31,766		(61,449)		116,310
Add / (Deduct):
Non-controlling interests attributable to Woodstar II Class A Units	—		—		4,914		—		—		4,914
Non-cash equity compensation expense	1,859		440		57		1,190		6,051		9,597
Management incentive fee	—		—		—		—		5,031		5,031
Acquisition and investment pursuit costs	(196)		—		(88)		(58)		—		(342)
Depreciation and amortization	251		90		17,969		3,812		—		22,122
Credit loss (reversal) provision, net	(12,447)		603		—		—		—		(11,844)
Interest income adjustment for securities	(861)		—		—		3,662		—		2,801
Extinguishment of debt, net	—		—		—		—		(247)		(247)
Other non-cash items	6		—		(262)		205		—		(51)
Reversal of GAAP unrealized (gains) / losses on:
Loans	(12,329)		—		—		(33,538)		—		(45,867)
Securities	9,402		—		—		12,585		—		21,987
Derivatives	3,594		(173)		(1,401)		4,927		1,532		8,479
Foreign currency	(2,715)		62		25		1		—		(2,627)
(Earnings) loss from unconsolidated entities	(1,996)		70		—		507		—		(1,419)
Sales of properties	—		—		—		(9,723)		—		(9,723)
Recognition of Distributable realized gains / (losses) on:
Loans	11,062		—		—		30,623		—		41,685
Securities	(18,088)		—		—		(2,779)		—		(20,867)
Derivatives	(2,546)		—		(34)		(718)		—		(3,298)
Foreign currency	6,518		(31)		(25)		(1)		—		6,461
Earnings (loss) from unconsolidated entities	4,444		(70)		—		776		—		5,150
Sales of properties	—		—		—		4,975		—		4,975
Distributable Earnings (Loss)	$	126,893	$	7,620	$	19,584	$	48,212	$	(49,082)	$	153,227
Distributable Earnings (Loss) per Weighted Average Diluted Share	$	0.42	$	0.02	$	0.07	$	0.16	$	(0.16)	$	0.51

Table of Contents

The following table presents our summarized results of operations and reconciliation to ~~Core~~Distributable Earnings for the three months ended ~~September 30, 2019,~~March 31, 2021, by business segment (amounts in thousands, except per share data):

Commercial






and

Residential

Infrastructure

Investing

Lending

Lending

Property

and Servicing

Segment

Segment

Segment

Segment

Corporate

Total
Revenues

$
163,808

$
23,612

$
72,376

$
67,397

$
—

$
327,193
Costs and expenses

(60,959)

(18,773)

(69,126)

(42,288)

(62,155)

(253,301)
Other income (loss)

12,309

(2,604)

6,115

59,349

5,317

80,486
Income (loss) before income taxes

115,158

2,235

9,365

84,458

(56,838)

154,378
Income tax (provision) benefit

(3,194)

475

—

(1,794)

—

(4,513)
Income attributable to non-controlling interests

—

—

(5,250)

(4,219)

—

(9,469)
Net income (loss) attributable to Starwood Property Trust, Inc.

111,964

2,710

4,115

78,445

(56,838)

140,396
Add / (Deduct):

Non-controlling interests attributable to Woodstar II Class A Units

—

—

5,250

—

—

5,250
Non-cash equity compensation expense

1,140

577

83

1,765

9,411

12,976
Management incentive fee

—

—

—

—

1,875

1,875
Acquisition and investment pursuit costs

6

—

(89)

(146)

—

(229)
Depreciation and amortization

339

15

23,440

4,444

—

28,238
Credit loss reversal, net

(39)

—

—

—

—

(39)
Interest income adjustment for securities

(194)

—

—

5,345

—

5,151
Extinguishment of debt, net

—

—

—

—

(247)

(247)
Other non-cash items

—

—

321

191

152

664
Reversal of GAAP unrealized (gains) / losses on:

Loans

(10,088)

—

—

(22,433)

—

(32,521)
Securities

303

—

—

(22,476)

—

(22,173)
Derivatives

(15,749)

109

(4,576)

6,590

(6,913)

(20,539)
Foreign currency

15,337

319

8

—

—

15,664
Earnings from unconsolidated entities

(2,507)

—

(223)

(253)

—

(2,983)
Recognition of Core realized gains / (losses) on:

Loans

8,383

(230)

—

22,134

—

30,287
Securities

373

—

—

4,593

—

4,966
Derivatives

977

64

406

(7,875)

—

(6,428)
Foreign currency

(3,911)

(171)

(8)

—

—

(4,090)
Earnings from unconsolidated entities

2,298

—

—

1,324

—

3,622
Sales of properties

—

—

—

(7,221)

—

(7,221)
Core Earnings (Loss)

$
108,632

$
3,393

$
28,727

$
64,427

$
(52,560)

$
152,619
Core Earnings (Loss) per Weighted Average Diluted Share

$
0.37

$
0.01

$
0.10

$
0.22

$
(0.18)

$
0.52


	Commercial and Residential Lending Segment		Infrastructure Lending Segment		Property Segment		Investing and Servicing Segment		Corporate		Total
Revenues	$	190,531	$	19,465	$	65,144	$	44,547	$	—	$	319,687
Costs and expenses	(56,414)		(12,956)		(59,498)		(32,457)		(71,647)		(232,972)
Other income (loss)	21,161		95		4,608		18,960		(6,843)		37,981
Income (loss) before income taxes	155,278		6,604		10,254		31,050		(78,490)		124,696
Income tax provision	(1,505)		(92)		—		(633)		—		(2,230)
Income attributable to non-controlling interests	(3)		—		(5,077)		(6,008)		—		(11,088)
Net income (loss) attributable to Starwood Property Trust, Inc.	153,770		6,512		5,177		24,409		(78,490)		111,378
Add / (Deduct):
Non-controlling interests attributable to Woodstar II Class A Units	—		—		5,077		—		—		5,077
Non-cash equity compensation expense	1,781		300		31		881		7,317		10,310
Management incentive fee	—		—		—		—		13,123		13,123
Acquisition and investment pursuit costs	(164)		—		(89)		—		—		(253)
Depreciation and amortization	247		91		18,161		3,603		—		22,102
Credit loss (reversal) provision, net	(529)		573		—		—		—		44
Interest income adjustment for securities	(1,300)		—		—		3,995		—		2,695
Extinguishment of debt, net	—		—		—		—		(246)		(246)
Income tax (provision) benefit associated with realized (gains) losses	(6,495)		—		—		405		—		(6,090)
Other non-cash items	3		—		(337)		207		415		288
Reversal of GAAP unrealized (gains) / losses on:
Loans	10,714		—		—		(1,236)		—		9,478
Securities	2,050		—		—		(7,170)		—		(5,120)
Derivatives	(27,171)		(745)		(6,446)		(9,719)		9,313		(34,768)
Foreign currency	11,594		49		(25)		63		—		11,681
(Earnings) loss from unconsolidated entities	(1,753)		254		—		(589)		—		(2,088)
Sales of properties	(17,693)		—		—		—		—		(17,693)
Recognition of Distributable realized gains / (losses) on:
Loans	14,553		—		—		4,672		—		19,225
Realized credit loss	(7,757)		—		—		—		—		(7,757)
Securities	(2,861)		—		—		1,776		—		(1,085)
Derivatives	1,950		—		(35)		1,595		—		3,510
Foreign currency	4,784		(10)		25		(63)		—		4,736
Earnings (loss) from unconsolidated entities	3,218		(254)		—		964		—		3,928
Sales of properties	8,298		—		—		—		—		8,298
Distributable Earnings (Loss)	$	147,239	$	6,770	$	21,539	$	23,793	$	(48,568)	$	150,773
Distributable Earnings (Loss) per Weighted Average Diluted Share	$	0.49	$	0.02	$	0.07	$	0.08	$	(0.16)	$	0.50

Three Months Ended June 30, 2021 Compared to the Three Months Ended March 31, 2021

~~Table of Contents~~

Commercial and Residential Lending Segment

The Commercial and Residential Lending Segment’s ~~Core~~Distributable Earnings ~~increased~~decreased by ~~$41.3~~$20.3 million, from ~~$108.6~~$147.2 million during the ~~third~~first quarter of ~~2019~~2021 to ~~$149.9~~$126.9 million in the ~~third~~second quarter of ~~2020.~~2021. After making adjustments for the calculation of ~~Core~~Distributable Earnings, revenues were ~~$172.5~~$183.6 million, costs and expenses were ~~$52.9~~$58.0 million, other ~~income~~loss was ~~$41.5~~$6.7 million and income tax ~~provision~~benefit was ~~$11.2~~$8.0 million.

Table of Contents

~~Core revenues,~~

Revenues, consisting principally of interest income on loans, ~~increased~~decreased by ~~$8.9~~$5.6 million in the ~~third~~second quarter of ~~2020,~~2021, primarily due to ~~increases~~decreases in interest income from loans of ~~$4.7~~$4.9 million and investment securities of ~~$2.4~~$0.8 million. The ~~increase~~decrease in interest income from loans was principally due to (i) lower prepayment related income on commercial loans and (ii) lower average balances of residential loans reflecting the timing of purchases and securitizations, partially offset by (iii) higher average balances of commercial ~~loans, partially offset by lower average LIBOR rates (partially mitigated by the LIBOR floors on most of our commercial loans).~~loans. The ~~increase~~decrease in interest income from investment securities was primarily due to ~~higher average RMBS investment balances, partially offset by~~ lower average investment balances ~~and LIBOR rates affecting interest income from our other investment securities.~~reflecting repayments.

~~Core costs~~

Costs and expenses decreased by ~~$6.6~~$4.8 million in the ~~third~~second quarter of ~~2020,~~2021, primarily due to the nonrecurrence of a ~~$13.4~~$7.8 million ~~decrease~~write-off of an unsecured commercial loan in the first quarter of 2021, partially offset by a $4.1 million increase in interest expense associated with the various secured financing facilities used to fund a portion of this segment’s investment ~~portfolio~~portfolio.

Other income decreased by $35.5 million in the second quarter of 2021, primarily due to ~~lower average LIBOR rates partially offset by higher average borrowings outstanding. Such decrease was partially offset by higher general and administrative and other expenses.~~

~~Core other income increased by $33.7~~(i) a $22.7 million increase in ~~the third quarter of 2020,~~recognized losses on RMBS investments primarily due to ~~an increase~~higher than projected prepayment rates on the underlying residential loans, (ii) $4.6 million of transfer taxes related to the foreclosure of a residential conversion project, (iii) a $3.5 million decrease in residential loan sale and securitization gains, ~~net of~~including a decrease in realized ~~losses~~gains on related interest rate ~~derivatives.~~

derivatives, and (iv) a $2.0 million unfavorable change in realized gains (losses) on interest rate and foreign currency derivatives, net of related foreign currency gains, associated with commercial loan activity.

Income taxes, which principally relate to the taxable nature of this segment’s residential loan securitization activities which are housed in TRSs, ~~increased $7.9~~decreased $16.0 million from a provision of $8.0 million to a benefit of $8.0 million primarily due to ~~an increase in taxable income~~realized gains from the securitization and sale of ~~those TRSs~~residential loans in the ~~third~~first quarter of ~~2020.~~
2021 compared to the recognized losses on RMBS investments in the second quarter of 2021. The majority of the GAAP income tax provision related to the securitized loans in the first quarter of 2021 was recorded in 2020 when the loans were marked to their fair values. Because the net fair value increases were unrealized in 2020, they along with their corresponding income tax provision were previously adjusted in our reconciliation to Distributable Earnings. Upon recognition of the realized gains in the first quarter for Distributable Earnings purposes, the corresponding income tax provision was likewise recognized.

Infrastructure Lending Segment

The Infrastructure Lending Segment’s ~~Core~~Distributable Earnings increased by ~~$2.3~~$0.8 million, from ~~$3.4~~$6.8 million during the first quarter of 2021 to $7.6 million in the ~~third~~second quarter of ~~2019 to $5.7 million in the third quarter of 2020.~~2021. After making adjustments for the calculation of ~~Core~~Distributable Earnings, revenues were ~~$18.6~~$21.8 million, costs and expenses were ~~$12.7~~$13.1 million and other loss was ~~$0.1~~$1.1 million.

~~Core revenues,~~

Revenues, consisting principally of interest income on loans, ~~decreased~~increased by ~~$5.0~~$2.3 million in the ~~third~~second quarter of ~~2020,~~2021, primarily due to ~~decreases~~an increase in interest income from loans reflecting higher average balances as a result of ~~$4.9~~loan acquisitions.

Costs and expenses increased by $1.1 million ~~and investment securities~~in the second quarter of ~~$0.2 million. The decrease in interest income from loans was~~2021, primarily due to ~~lower average LIBOR rates.~~

~~Core costs and expenses decreased by $5.5 million in the third quarter of 2020, primarily due to a decrease~~an increase in interest expense on the secured debt facilities used to finance this segment’s ~~investment portfolio principally due to lower average LIBOR rates.~~

investments.

~~Core other~~

Other loss ~~decreased~~increased by ~~$2.4~~$0.4 million in the ~~third~~second quarter of 2020, primarily due to the non-recurrence of a $2.1 million loss on extinguishment of debt in the third quarter of 2019 resulting from the write-off of deferred financing fees relating to partial debt prepayments from proceeds of loan repayments and sales.

2021.

~~Table of Contents~~

Property Segment

~~Core~~

Distributable Earnings by Portfolio (amounts in thousands)


	For the Three Months Ended
	June 30, 2021		March 31, 2021		Change
Master Lease Portfolio	$	4,306	$	4,312	$	(6)
Medical Office Portfolio	4,968		5,513		(545)
Woodstar I Portfolio	5,846		6,338		(492)
Woodstar II Portfolio	5,262		6,100		(838)
Other/Corporate	(798)		(724)		(74)
Distributable Earnings	$	19,584	$	21,539	$	(1,955)

For the Three Months Ended

September 30,


2020

2019

Change
Master Lease Portfolio

$
4,273

$
4,311

$
(38)
Medical Office Portfolio

3,979

5,994

(2,015)
Woodstar I Portfolio

6,024

7,333

(1,309)
Woodstar II Portfolio

6,354

6,245

109
Ireland Portfolio

—

5,798

(5,798)
Other/Corporate

(725)

(954)

229
Core Earnings

$
19,905

$
28,727

$
(8,822)

The Property Segment’s ~~Core~~Distributable Earnings decreased by ~~$8.8~~$1.9 million, from ~~$28.7~~$21.5 million during the ~~third~~first quarter of ~~2019~~2021 to ~~$19.9~~$19.6 million in the ~~third~~second quarter of ~~2020.~~2021. After making adjustments for the calculation of ~~Core~~Distributable Earnings, revenues were ~~$63.6~~$65.2 million, costs and expenses were ~~$42.0~~$43.8 million and other loss was ~~$1.7~~$1.8 million.

~~Core revenues decreased~~

Table of Contents

Revenues increased by ~~$8.7~~$0.4 million in the ~~third~~second quarter of ~~2020,~~2021.

Costs and expenses increased by $2.3 million in the second quarter of 2021, primarily due to a $1.2 million increase in repairs and maintenance and a $1.0 million increase in interest expense due to higher average borrowings outstanding from the ~~sale~~refinancing of ~~the Ireland~~our Woodstar II Portfolio in ~~December 2019.~~

March 2021.

~~Core costs and expenses decreased by $3.3 million~~

Other loss was relatively unchanged in the ~~third~~second quarter of ~~2020, primarily due to the sale of the Ireland Portfolio in December 2019.~~

2021.

Core other income (loss) decreased by $3.4 million in the third quarter of 2020 primarily due to an unfavorable change in realized gains (losses) on certain interest rate and foreign currency derivatives.

Investing and Servicing Segment

The Investing and Servicing Segment’s ~~Core~~Distributable Earnings ~~decreased~~increased by ~~$47.3~~$24.4 million, from ~~$64.4~~$23.8 million during the ~~third~~first quarter of ~~2019~~2021 to ~~$17.1~~$48.2 million in the ~~third~~second quarter of ~~2020.~~2021. After making adjustments for the calculation of ~~Core~~Distributable Earnings, revenues were ~~$51.3~~$61.5 million, costs and expenses were ~~$28.4~~$35.4 million, other ~~loss~~income was ~~$4.9~~$30.3 million, income tax ~~benefit~~provision was ~~$2.8~~$4.6 million and the deduction of income attributable to non-controlling interests was ~~$3.7~~$3.6 million.

~~Core revenues decreased~~

Revenues increased by ~~$21.7~~$12.6 million in the ~~third~~second quarter of ~~2020,~~2021, primarily due to ~~decreases of $14.8~~a (i) $5.6 million increase in interest income from CMBS and conduit loans, ~~$4.5~~which includes a $3.9 million increase in CMBS interest recoveries, (ii) a $3.9 million increase in servicing fees primarily from COVID-19 related loan modifications and ~~$2.3~~liquidations and (iii) a $2.7 million increase in ~~rental income from our REIS Equity Portfolio due~~other fees primarily related to ~~fewer properties held.~~an origination fee on a loan that we co-originated for the purpose of contributing into a single-asset single-borrower CMBS transaction. The treatment of CMBS interest income on a GAAP basis is complicated by our application of the ASC 810 consolidation rules. In an attempt to treat these securities similar to the trust’s other investment securities, we compute ~~core~~distributable interest income pursuant to an effective yield methodology. In doing so, we segregate the portfolio into various categories based on the components of the bonds’ cash flows and the volatility related to each of these components. We then accrete interest income on an effective yield basis using the components of cash flows that are reliably estimable. Other minor adjustments are made to reflect management’s expectations for other components of the projected cash flow stream. The ~~decrease~~increase in interest income ~~primarily~~ reflects ~~a $7.4~~increases of $4.4 million ~~decrease in interest recoveries on~~from CMBS and ~~lower average balances of~~$1.2 million from conduit loans held-for-sale.

~~Core costs~~

Costs and expenses ~~decreased~~increased by ~~$7.9~~$7.3 million in the ~~third~~second quarter of ~~2020,~~2021, primarily due to ~~decreases of $3.5 million in interest expense on borrowings related to properties held and conduit loans, $3.5 million~~an increase in general and administrative expenses reflecting ~~lower~~increased incentive compensation, ~~and $1.4 million in costs of rental operations~~principally due to ~~fewer properties held.~~

higher securitization volume.

~~Core other~~

Other income ~~(loss)~~ includes profit realized upon securitization of loans by our conduit business, gains on sales of CMBS and operating properties, gains and losses on derivatives that were either effectively terminated or novated, and earnings from unconsolidated entities. These items are typically offset by a decrease in the fair value of our domestic servicing rights intangible which reflects the expected amortization of this deteriorating asset, net of increases

~~Table of Contents~~

in fair value due to the attainment of new servicing contracts. Derivatives include instruments which hedge interest rate risk and credit risk on our conduit loans. For GAAP purposes, the loans, CMBS and derivatives are accounted for at fair value, with all changes in fair value (realized or unrealized) recognized in earnings. The adjustments to ~~Core~~Distributable Earnings outlined above are also applied to the GAAP earnings of our unconsolidated entities. ~~Core other~~Other income ~~(loss) decreased~~increased by ~~$37.9~~$23.5 million in the ~~third~~second quarter of ~~2020~~2021 primarily due to ~~(i) the non-recurrence of $22.0 million of gains on sales of~~ an ~~operating property and CMBS in the third quarter of 2019 and (ii) a $15.9 million decrease~~increase in realized gains on conduit ~~loans.~~

loans of $26.0 million, partially offset by a $2.6 million unfavorable change in realized gain (loss) on related derivatives.

Income taxes, which principally relate to the taxable nature of this segment’s loan servicing and loan securitization businesses which are housed in TRSs, ~~decreased $4.6 million from a provision of $1.8 million to a benefit of $2.8~~increased $4.4 million due to ~~tax losses~~higher taxable income of those TRSs in the ~~third~~second quarter of ~~2020.~~

2021.

Income attributable to non-controlling interests ~~increased $0.3 million primarily relating to income of a consolidated CMBS joint venture~~was relatively unchanged in ~~which we hold a 51% interest, partially offset by~~ the ~~minority interest on the gain from an operating property sold during the third~~second quarter of ~~2019.~~

2021.

Corporate

~~Core corporate~~ costs and expenses ~~decreased~~increased by ~~$8.6~~$0.5 million, from ~~$52.6~~$48.6 million during the ~~third~~first quarter of ~~2019~~2021 to ~~$44.0~~$49.1 million in the ~~third~~second quarter of 2020 primarily due to (i) a $5.1 million favorable change in realized gain (loss) on interest rate swaps which hedge a portion of our unsecured senior notes used to repay variable-rate secured financing, (ii) a $2.1 million decrease in interest expense principally on lower average outstanding balances of our unsecured senior notes and (iii) a $1.4 million decrease in loss on extinguishment of debt.

2021.

Table of Contents

~~Nine Months Ended September 30, 2020 Compared to the Nine Months Ended September 30, 2019~~

The following table presents our summarized results of operations and reconciliation to ~~Core~~Distributable Earnings for the ~~nine~~six months ended ~~September~~June 30, 2021, by business segment (amounts in thousands, except per share data):


	Commercial and Residential Lending Segment		Infrastructure Lending Segment		Property Segment		Investing and Servicing Segment		Corporate		Total
Revenues	$	375,021	$	41,260	$	130,598	$	102,051	$	—	$	648,930
Costs and expenses	(103,957)		(27,134)		(121,212)		(72,710)		(134,023)		(459,036)
Other income (loss)	17,110		(835)		4,211		43,864		(5,916)		58,434
Income (loss) before income taxes	288,174		13,291		13,597		73,205		(139,939)		248,328
Income tax benefit (provision)	6,538		(150)		—		(5,265)		—		1,123
Income attributable to non-controlling interests	(7)		—		(9,991)		(11,765)		—		(21,763)
Net income (loss) attributable to Starwood Property Trust, Inc.	294,705		13,141		3,606		56,175		(139,939)		227,688
Add / (Deduct):
Non-controlling interests attributable to Woodstar II Class A Units	—		—		9,991		—		—		9,991
Non-cash equity compensation expense	3,640		740		88		2,071		13,368		19,907
Management incentive fee	—		—		—		—		18,154		18,154
Acquisition and investment pursuit costs	(360)		—		(177)		(58)		—		(595)
Depreciation and amortization	498		181		36,130		7,415		—		44,224
Credit loss (reversal) provision, net	(12,976)		1,176		—		—		—		(11,800)
Interest income adjustment for securities	(2,161)		—		—		7,657		—		5,496
Extinguishment of debt, net	—		—		—		—		(493)		(493)
Income tax (provision) benefit associated with realized (gains) losses	(6,495)		—		—		405		—		(6,090)
Other non-cash items	9		—		(599)		412		415		237
Reversal of GAAP unrealized (gains) / losses on:
Loans	(1,615)		—		—		(34,774)		—		(36,389)
Securities	11,452		—		—		5,415		—		16,867
Derivatives	(23,577)		(918)		(7,847)		(4,792)		10,845		(26,289)
Foreign currency	8,879		111		—		64		—		9,054
(Earnings) loss from unconsolidated entities	(3,749)		324		—		(82)		—		(3,507)
Sales of properties	(17,693)		—		—		(9,723)		—		(27,416)
Recognition of Distributable realized gains / (losses) on:
Loans	25,615		—		—		35,295		—		60,910
Realized credit loss	(7,757)		—		—		—		—		(7,757)
Securities	(20,949)		—		—		(1,003)		—		(21,952)
Derivatives	(596)		—		(69)		877		—		212
Foreign currency	11,302		(41)		—		(64)		—		11,197
Earnings (loss) from unconsolidated entities	7,662		(324)		—		1,740		—		9,078
Sales of properties	8,298		—		—		4,975		—		13,273
Distributable Earnings (Loss)	$	274,132	$	14,390	$	41,123	$	72,005	$	(97,650)	$	304,000
Distributable Earnings (Loss) per Weighted Average Diluted Share	$	0.92	$	0.05	$	0.14	$	0.24	$	(0.33)	$	1.02

Table of Contents

The following table presents our summarized results of operations and reconciliation to Distributable Earnings for the six months ended June 30, 2020, by business segment (amounts in thousands, except per share data):

Commercial










and

Residential

Infrastructure

Investing

Lending

Lending

Property

and Servicing

Segment

Segment

Segment

Segment

Corporate

Total
Revenues

$
553,351

$
61,737

$
191,680

$
137,655

$
—

$
944,423
Costs and expenses

(222,862)

(48,453)

(182,568)

(98,955)

(180,032)

(732,870)
Other income (loss)

39,808

(2,453)

(37,148)

11,875

34,397

46,479
Income (loss) before income taxes

370,297

10,831

(28,036)

50,575

(145,635)

258,032
Income tax (provision) benefit

(15,535)

3

—

8,716

—

(6,816)
Income attributable to non-controlling interests

(10)

—

(15,294)

(11,191)

—

(26,495)
Net income (loss) attributable to Starwood Property Trust, Inc.

354,752

10,834

(43,330)

48,100

(145,635)

224,721
Add / (Deduct):

Non-controlling interests attributable to Woodstar II Class A Units

—

—

15,294

—

—

15,294
Non-cash equity compensation expense

3,563

821

185

3,725

14,147

22,441
Management incentive fee

—

—

—

—

15,799

15,799
Acquisition and investment pursuit costs

401

—

(266)

(72)

—

63
Depreciation and amortization

1,095

208

57,808

10,669

—

69,780
Credit loss provision, net

51,252

2,991

—

—

—

54,243
Interest income adjustment for securities

238

—

—

9,856

—

10,094
Extinguishment of debt, net

—

—

—

—

(739)

(739)
Income tax provision (benefit) associated with fair value adjustments

1,612

—

—

(955)

—

657
Other non-cash items

10

—

(1,689)

703

470

(506)
Reversal of GAAP unrealized (gains) / losses on:

Loans

(56,895)

—

—

(22,805)

—

(79,700)
Securities

8,814

—

—

36,026

—

44,840
Derivatives

8,816

1,260

32,593

21,986

(23,509)

41,146
Foreign currency

1,757

53

53

(2)

—

1,861
(Earnings) loss from unconsolidated entities

(3,975)

1,198

—

(30,504)

—

(33,281)
Recognition of Core realized gains / (losses) on:

Loans

45,742

(62)

—

22,759

—

68,439
Securities

—

—

—

(8,711)

—

(8,711)
Derivatives

(3,853)

118

(439)

(13,438)

—

(17,612)
Foreign currency

(5,441)

(147)

(53)

2

—

(5,639)
Earnings (loss) from unconsolidated entities

2,772

(813)

—

17,502

—

19,461
Sales of properties

—

—

—

(5,789)

—

(5,789)
Core Earnings (Loss)

$
410,660

$
16,461

$
60,156

$
89,052

$
(139,467)

$
436,862
Core Earnings (Loss) per Weighted Average Diluted Share

$
1.39

$
0.06

$
0.20

$
0.30

$
(0.47)

$
1.48


	Commercial and Residential Lending Segment		Infrastructure Lending Segment		Property Segment		Investing and Servicing Segment		Corporate		Total
Revenues	$	379,804	$	43,166	$	127,707	$	88,585	$	—	$	639,262
Costs and expenses	(168,971)		(40,191)		(121,767)		(65,920)		(126,960)		(523,809)
Other (loss) income	(33,183)		(2,593)		(36,848)		1,904		33,752		(36,968)
Income (loss) before income taxes	177,650		382		(30,908)		24,569		(93,208)		78,485
Income tax benefit	1,165		89		—		6,773		—		8,027
Income attributable to non-controlling interests	(7)		—		(10,222)		(3,396)		—		(13,625)
Net income (loss) attributable to Starwood Property Trust, Inc.	178,808		471		(41,130)		27,946		(93,208)		72,887
Add / (Deduct):
Non-controlling interests attributable to Woodstar II Class A Units	—		—		10,222		—		—		10,222
Non-cash equity compensation expense	2,548		947		131		2,510		10,016		16,152
Management incentive fee	—		—		—		—		15,799		15,799
Acquisition and investment pursuit costs	564		—		(177)		(72)		—		315
Depreciation and amortization	725		130		38,617		7,144		—		46,616
Credit loss provision, net	51,511		7,360		—		—		—		58,871
Interest income adjustment for securities	1,273		—		—		7,942		—		9,215
Extinguishment of debt, net	—		—		—		—		(493)		(493)
Income tax benefit associated with fair value adjustment	(3,907)		—		—		(1,834)		—		(5,741)
Other non-cash items	7		—		(976)		478		312		(179)
Reversal of GAAP unrealized (gains) / losses on:
Loans	2,507		—		—		(20,823)		—		(18,316)
Securities	22,425		—		—		39,275		—		61,700
Derivatives	(19,520)		1,433		33,970		22,537		(27,889)		10,531
Foreign currency	27,059		163		67		24		—		27,313
(Earnings) loss from unconsolidated entities	(722)		1,118		—		(30,146)		—		(29,750)
Recognition of Core realized gains / (losses) on:
Loans	(3,499)		(62)		—		16,558		—		12,997
Securities	—		—		—		(4,393)		—		(4,393)
Derivatives	7,772		118		(404)		(6,097)		—		1,389
Foreign currency	(6,240)		(142)		(69)		(24)		—		(6,475)
(Loss) earnings from unconsolidated entities	(580)		(733)		—		16,730		—		15,417
Sales of properties	—		—		—		(5,789)		—		(5,789)
Distributable Earnings (Loss)	$	260,731	$	10,803	$	40,251	$	71,966	$	(95,463)	$	288,288
Distributable Earnings (Loss) per Weighted Average Diluted Share	$	0.88	$	0.04	$	0.14	$	0.24	$	(0.32)	$	0.98

~~Table of Contents~~

Six Months Ended June 30, 2021 Compared to the Six Months Ended June 30, 2020

The following table presents our summarized results of operations and reconciliation to Core Earnings for the nine months ended September 30, 2019, by business segment (amounts in thousands, except per share data):

Commercial










and

Residential

Infrastructure

Investing

Lending

Lending

Property

and Servicing

Segment

Segment

Segment

Segment

Corporate

Total
Revenues

$
526,418

$
78,264

$
215,389

$
199,980

$
26

$
1,020,077
Costs and expenses

(199,176)

(64,143)

(204,813)

(121,746)

(170,231)

(760,109)
Other income (loss)

20,086

(8,669)

(46,502)

111,941

30,186

107,042
Income (loss) before income taxes

347,328

5,452

(35,926)

190,175

(140,019)

367,010
Income tax (provision) benefit

(4,778)

746

(258)

(4,090)

—

(8,380)
Income attributable to non-controlling interests

(392)

—

(16,322)

(4,121)

—

(20,835)
Net income (loss) attributable to Starwood Property Trust, Inc.

342,158

6,198

(52,506)

181,964

(140,019)

337,795
Add / (Deduct):

Non-controlling interests attributable to Woodstar II Class A Units

—

—

16,322

—

—

16,322
Non-cash equity compensation expense

2,757

1,691

229

4,817

16,909

26,403
Management incentive fee

—

—

—

—

2,048

2,048
Acquisition and investment pursuit costs

(56)

2

(266)

(451)

(356)

(1,127)
Depreciation and amortization

695

15

71,067

14,181

—

85,958
Credit loss provision, net

2,046

1,196

—

—

—

3,242
Interest income adjustment for securities

(585)

—

—

14,698

—

14,113
Extinguishment of debt, net

—

—

—

—

(1,704)

(1,704)
Other non-cash items

—

—

(565)

699

470

604
Reversal of GAAP unrealized (gains) / losses on:

Loans

(16,837)

—

—

(48,841)

—

(65,678)
Securities

2,945

—

—

(56,431)

—

(53,486)
Derivatives

(11,763)

3,337

8,457

16,841

(32,915)

(16,043)
Foreign currency

17,025

102

7

—

—

17,134
(Earnings) loss from unconsolidated entities

(8,576)

—

42,538

(3,601)

—

30,361
Recognition of Core realized gains / (losses) on:

Loans

7,180

(985)

—

49,719

—

55,914
Securities

970

—

—

11,702

—

12,672
Derivatives

1,800

(1,396)

2,257

(17,114)

—

(14,453)
Foreign currency

(4,725)

(998)

(7)

9

—

(5,721)
Earnings (loss) from unconsolidated entities

7,078

—

(68,905)

14,194

—

(47,633)
Sales of properties

—

—

—

(7,297)

—

(7,297)
Core Earnings (Loss)

$
342,112

$
9,162

$
18,628

$
175,089

$
(155,567)

$
389,424
Core Earnings (Loss) per Weighted Average Diluted Share

$
1.17

$
0.03

$
0.06

$
0.60

$
(0.53)

$
1.33

~~Table of Contents~~

Commercial and Residential Lending Segment

The Commercial and Residential Lending Segment’s ~~Core~~Distributable Earnings ~~increased~~decreased by ~~$68.6~~$13.4 million, from ~~$342.1~~$260.7 million during the ~~nine months~~first half of ~~2019~~2020 to ~~$410.7~~$274.1 million in the ~~nine months~~first half of ~~2020.~~2021. After making adjustments for the calculation of ~~Core~~

Table of Contents

Distributable Earnings, revenues were ~~$553.6~~$372.9 million, costs and expenses were ~~$166.5~~$120.9 million, other income was ~~$37.5~~$22.1 million and income tax ~~provision~~benefit was ~~$13.9 million.~~

nominal.

~~Core revenues,~~

Revenues, consisting principally of interest income on loans, ~~increased~~decreased by ~~$27.8~~$8.2 million in the ~~nine months~~first half of ~~2020,~~2021, primarily due to ~~an increase~~decreases in interest income from loans of ~~$29.5~~$6.2 million and investment securities of $3.8 million, partially offset by aan increase in rental income from foreclosed properties of $2.0 million. The decrease in interest income from ~~investment securities~~loans reflects a decrease from residential loans of ~~$4.2 million. The increase in interest income from loans was~~$10.5 million principally due to ~~(i) higher prepayment related income~~lower average balances reflecting the timing of purchases and ~~(ii)~~securitizations, partially offset by a $4.3 million increase from commercial loans reflecting higher average balances, ~~of both commercial and residential loans,~~ partially offset by ~~(iii)~~ lower average LIBOR rates ~~(partially~~(partly mitigated by the LIBOR floors on most of our commercial loans). The decrease in interest income from investment securities was primarily due to lower prepayment related income, average LIBOR rates and ~~lower prepayment related~~investment balances affecting interest income onfrom our ~~single-borrower CMBS,~~commercial investment securities, partially offset by higher average RMBS investment ~~balances.~~balances retained from securitizations of residential loans.

~~Core costs~~

Costs and expenses ~~decreased~~increased by ~~$27.2~~$7.3 million in the ~~nine months~~first half of ~~2020,~~2021, primarily due to a ~~$37.8~~$7.8 million write-off of an unsecured commercial loan and a $3.9 million increase in general and administrative expenses, partially offset by a $3.2 million decrease in interest expense associated with the various secured financing facilities used to fund a portion of this segment’s investment ~~portfolio~~portfolio. The decrease in interest expense was primarily due to lower average LIBOR rates partially offset by higher average borrowings outstanding. ~~Such decrease was partially offset by higher general and administrative and other expenses.~~

~~Core other~~

Other income increased by ~~$22.3~~$26.1 million in the ~~nine months~~first half of ~~2020,~~2021, primarily due to an(i) a $33.6 million increase ~~of $38.6 million~~ in residential loan sale and securitization gains, ~~partially offset by unfavorable changes of $6.6 million in~~including realized gains ~~(losses)~~ on related interest rate derivatives, ~~principally related to the residential loans securitized, $5.5~~(ii) an $8.3 million ~~in gains (losses)~~gain on ~~sales~~sale of ~~other loans and investments and $4.3~~a foreclosed property, (iii) an $8.2 million increase in earnings from unconsolidated ~~entities.~~entities primarily reflecting equity in higher distributable earnings of a residential mortgage originator, (iv) gains of $7.5 million on sales of RMBS, all partially offset by (v) recognized losses of $28.4 million on RMBS investments primarily due to higher than projected prepayment rates on the underlying residential loans and (vi) $4.6 million of transfer taxes relating to the foreclosure of a residential conversion project.

Income taxes, which principally relate to the taxable nature of this segment’s residential loan securitization activities which are housed in TRSs, ~~increased $9.1~~decreased $2.8 million primarily due to anthe recognized losses on RMBS investments in the first half of 2021, partially offset by the increase in ~~taxable~~realized gains from the securitization and sale of residential loans. In the first half of 2020, we recorded a GAAP net tax benefit related to unrealized fair value decreases in our residential loans. This benefit was deducted from GAAP earnings to arrive at Distributable Earnings until a gain or loss on these loans was ultimately realized. In the first quarter of 2021, we realized gains from the sale and securitization of loans which had been previously marked to their fair values, mostly in 2020. Upon recognition of the realized gains this quarter for Distributable Earnings purposes, the corresponding income ~~of those TRSs in the nine months of 2020.~~tax provision was likewise recognized.

Infrastructure Lending Segment

The Infrastructure Lending Segment’s ~~Core~~Distributable Earnings increased by ~~$7.3~~$3.6 million, from ~~$9.2~~$10.8 million during the first half of 2020 to $14.4 million in the ~~nine months~~first half of ~~2019 to $16.5 million in the nine months of 2020.~~2021. After making adjustments for the calculation of ~~Core~~Distributable Earnings, revenues were ~~$61.7~~$41.3 million, costs and expenses were ~~$44.4~~$25.0 million and other loss was ~~$0.8~~$1.7 million.

~~Core revenues,~~

Revenues, consisting principally of interest income on loans, decreased by ~~$16.5~~$1.9 million in the ~~nine months~~first half of ~~2020,~~2021, primarily due to ~~decreases~~a decrease in interest income from loans of ~~$15.6~~$1.6 million ~~and investment securities of $0.5 million. The decrease in interest income from loans was primarily~~principally due to ~~a decrease in~~lower average LIBOR ~~rates and lower average loan balances outstanding as a result of sales and repayments, partially offset by an increase in average spreads on our infrastructure loans.~~rates.

~~Core costs~~

Costs and expenses decreased by ~~$16.8~~$6.7 million in the ~~nine months~~first half of ~~2020,~~2021, primarily due to (i) a $4.3 million decrease in interest expense on the secured debt facilities used to finance this segment’s investment portfolio principally due to lower average LIBOR rates and (ii) a $1.6 million decrease in general and administrative expenses reflecting lower ~~average borrowings as a result of loan sales~~compensation costs and ~~repayments.~~

professional fees.

~~Core other~~

Other loss ~~decreased~~increased by ~~$7.8~~$1.0 million in the ~~nine months~~first half of ~~2020,~~2021, primarily due to ~~a decreased~~an increased loss on extinguishment of debt resulting from the write-off of deferred financing fees relating to partial debt prepayments from ~~proceeds of~~CLO and other loan ~~repayments and sales.~~

refinancings.

Table of Contents

Property Segment

~~Core~~

Distributable Earnings by Portfolio (amounts in thousands)


	For the Six Months Ended
	June 30, 2021		June 30, 2020		Change
Master Lease Portfolio	$	8,619	$	8,538	$	81
Medical Office Portfolio	10,481		10,547		(66)
Woodstar I Portfolio	12,184		11,105		1,079
Woodstar II Portfolio	11,362		12,382		(1,020)
Other/Corporate	(1,523)		(2,321)		798
Distributable Earnings	$	41,123	$	40,251	$	872

For the Nine Months Ended

September 30,


2020

2019

Change
Master Lease Portfolio

$
12,811

$
12,663

$
148
Medical Office Portfolio

14,526

19,329

(4,803)
Woodstar I Portfolio

17,129

22,489

(5,360)
Woodstar II Portfolio

18,736

17,208

1,528
Ireland Portfolio

—

18,801

(18,801)
Investment in unconsolidated entities

—

(68,905)

68,905
Other/Corporate

(3,046)

(2,957)

(89)
Core Earnings

$
60,156

$
18,628

$
41,528

The Property Segment’s ~~Core~~Distributable Earnings increased by ~~$41.5~~$0.9 million, from ~~$18.6~~$40.2 million during the ~~nine months~~first half of ~~2019~~2020 to ~~$60.1~~$41.1 million in the ~~nine months~~first half of ~~2020.~~2021. After making adjustments for the calculation of ~~Core~~Distributable Earnings, revenues were ~~$190.4~~$130.0 million, costs and expenses were ~~$125.7~~$85.3 million and other loss was ~~$4.6~~$3.6 million.

~~Core revenues decreased~~

Revenues increased by ~~$24.4~~$3.2 million in the ~~nine months~~first half of ~~2020,~~2021, primarily ~~due to the sale of the Ireland Portfolio in December 2019, partially offset by~~reflecting increased rental ~~income~~rates in the Woodstar ~~Portfolios due to rental rate increases effective May 2019.~~

Portfolios.

~~Core costs~~

Costs and expenses ~~decreased~~increased by ~~$8.2~~$1.6 million in the ~~nine months~~first half of ~~2020, primarily due to the sale of the Ireland Portfolio in December 2019.~~

~~Core other loss decreased by $57.5 million in the nine months of 2020~~2021, primarily due to a ~~$68.9~~$1.2 million ~~other-than-temporary~~increase in repairs and maintenance.

Other loss ~~recognized on our investment~~increased by $0.7 million in the ~~Retail Fund in the 2019 period that did not recur in the 2020 period, partially offset by~~first half of 2021 primarily due to a ~~$9.4~~$2.6 million unfavorable change in realized gains (losses) on certain interest rate ~~and foreign currency~~ derivatives, ~~and~~partially offset by a ~~$2.2~~$2.0 million decreased loss on extinguishment of ~~debt in the second quarter of 2020 in connection with the refinancing of our Woodstar I Portfolio.~~

debt.

Investing and Servicing Segment

The Investing and Servicing Segment’s ~~Core~~Distributable Earnings ~~decreased by $86.0 million, from $175.1~~were level at $72.0 million during the ~~nine months~~first half of ~~2019 to $89.1 million in the nine months of 2020.~~2020 and 2021. After making adjustments for the calculation of ~~Core~~Distributable Earnings, revenues were ~~$148.5~~$110.3 million, costs and expenses were ~~$84.9~~$63.5 million, other income was ~~$32.2~~$37.2 million, income tax ~~benefit~~provision was ~~$7.8~~$4.9 million and the deduction of income attributable to non-controlling interests was ~~$14.5~~$7.1 million.

~~Core revenues decreased~~

Revenues increased by ~~$67.0~~$13.2 million in the ~~nine months~~first half of ~~2020,~~2021, primarily due to ~~decreases of $32.6~~a $13.8 million increase in servicing fees ~~$22.5 million in interest income from CMBS and conduit loans and $11.9 million in rental income from our REIS Equity Portfolio due to fewer properties held and~~reflecting an owned hotel which was closed during the second quarter due to COVID-19. The decrease in interest income primarily reflects a $13.3 million decrease in interest recoveries on CMBS and lower average balancesincreasing volume of ~~conduit loans held-for-sale.~~

COVID-19 related loan resolutions.

~~Core costs~~

Costs and expenses ~~decreased~~increased by ~~$18.4~~$7.0 million in the ~~nine months~~first half of ~~2020,~~2021, primarily due to ~~decreases~~an increase of ~~$6.4~~$8.9 million in ~~costs of rental operations~~general and administrative expenses reflecting increased incentive compensation, principally due to ~~fewer properties held, $6.4~~higher securitization volume, partially offset by a $2.1 million decrease in interest expense on borrowings related to ~~properties held and~~CMBS, conduit loans and ~~$6.3 million in general and administrative expenses reflecting lower incentive compensation.~~

properties held.

~~Core other~~

Other income ~~decreased by $38.1 million~~was relatively unchanged in the ~~nine months~~first half of ~~2020, primarily due to decreases of $27.0 million in realized gains on conduit loans and $17.7 million in gains on sales of operating properties and CMBS.~~

2021.

~~Table of Contents~~

Income taxes, which principally relate to the taxable nature of this segment’s loan servicing and loan securitization businesses which are housed in TRSs, ~~decreased $11.9~~increased $9.8 million from a ~~provision~~benefit of ~~$4.1~~$4.9 million to a ~~benefit~~provision of ~~$7.8~~$4.9 million due to ~~tax losses~~taxable income of those TRSs in the ~~nine months~~first half of 2021 compared to losses in the first half of 2020.

Income attributable to non-controlling interests ~~increased $11.2~~decreased $3.6 million primarily relating to ~~income~~lower distributable earnings of a consolidated CMBS joint venture in which we hold a 51% interest.

Corporate

~~Core corporate~~ costs and expenses ~~decreased~~increased by ~~$16.1~~$2.1 million, from ~~$155.6~~$95.5 million during the ~~nine months~~first half of ~~2019~~2020 to ~~$139.5~~$97.6 million in the ~~nine months~~first half of ~~2020~~2021, primarily due to (i) a ~~$12.1~~$1.6 million ~~favorable change~~increase in interest expense on higher average outstanding term loan and unsecured senior note balances and (ii) a $0.9 million decrease in realized ~~gain (loss)~~gains on interest rate swaps which hedge a portion of our unsecured senior notes used to repay variable-rate secured ~~financing, (ii) a $2.4 million decrease in loss on extinguishment~~financing.

Table of ~~debt and (iii) a $1.2 million decrease in interest expense principally on lower average outstanding balances of our unsecured senior notes.~~

Contents

Liquidity and Capital Resources

Liquidity is a measure of our ability to meet our cash requirements, including ongoing commitments to repay borrowings, fund and maintain our assets and operations, make new investments where appropriate, pay dividends to our stockholders, and other general business needs. We closely monitor our liquidity position and believe that we have sufficient current liquidity and access to additional liquidity to meet our financial obligations for at least the next 12 months. Our strategy for managing liquidity and capital resources has not changed since December 31, ~~2019.~~2020. Refer to our Form 10-K for a description of these strategies. We expect to preserve and build our liquidity to best position the Company to weather near-term market uncertainty, satisfy our loan future funding and financing obligations and to potentially make opportunistic new investments, which will cause us to take some or all of the following actions: raise capital from offerings of securities, borrow additional capital, sell assets, pay our management and incentive fees in shares of our common stock (as was done for the quarter ended March 31, 2020) and/or change our dividend practice, including by reducing the amount of, or temporarily suspending, our future dividends or paying our future dividends in kind for some period of time. We currently expect the pace of loan repayments will slow while the impacts of the COVID-19 pandemic are ongoing.

COVID-19 Pandemic

We are continuing to monitor the COVID-19 pandemic, including and its variants and resurgences, along with the resulting impact on us, the borrowers underlying our commercial and residential real estate-related loans and infrastructure loans (and their tenants), the tenants in the properties we own, our financing sources, and the economy as a whole. Because the ultimate severity, magnitude and duration of the COVID-19 pandemic and its economic consequences are uncertain, rapidly changing and difficult to predict, the pandemic’s impact on our operations and liquidity remains uncertain and difficult to predict. Further discussion of the potential impacts on us from the COVID-19 pandemic is provided in the section entitled “Risk Factors” in Part ~~II,~~I, Item 1A of ~~this Quarterly Report on~~our Form ~~10-Q.~~10-K.

~~Credit Facilities~~

Shortly after the initial outbreak of the COVID-19 pandemic, we entered into agreements with certain of our secured credit facility lenders in our commercial lending portfolio to temporarily suspend credit mark provisions on certain of their portfolio assets in exchange for: (i) cash repayments; (ii) pledges of additional collateral; and (iii) reductions of available borrowings.

We are in frequent, consistent dialogue with the providers of our secured credit facilities regarding our management of their collateral assets in light of the impacts of the COVID-19 pandemic, including the determination of whether any extensions to these agreements are necessary as these temporary suspensions expire. Our in-house asset management team, along with an experienced team of workout professionals within our special servicer, are skilled in managing loans throughout cycles, which we believe will assist us in achieving maximum resolution on any assets impacted by the COVID-19 pandemic.

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~~No such modifications or agreements were made with lenders on credit facilities related to our property, residential lending or infrastructure lending portfolios.~~

Sources of Liquidity

Our primary sources of liquidity are as follows:

Cash Flows for the ~~Nine~~Six Months ~~ended September~~Ended June 30, ~~2020~~2021 (amounts in thousands)

VIE

Excluding Investing

GAAP

Adjustments

and Servicing VIEs
Net cash provided by operating activities

$
526,149

$
(1,999)

$
524,150
Cash Flows from Investing Activities:

Origination and purchase of loans held-for-investment

(2,368,931)

—

(2,368,931)
Proceeds from principal collections and sale of loans

1,792,542

—

1,792,542
Purchase and funding of investment securities

(22,408)

(265,469)

(287,877)
Proceeds from sales and collections of investment securities

75,897

81,550

157,447
Proceeds from sales of real estate

23,805

—

23,805
Purchases and additions to properties and other assets

(17,923)

—

(17,923)
Investment in unconsolidated entities

(3,133)

—

(3,133)
Proceeds from sale of interest in unconsolidated entities

10,313

—

10,313
Net cash flows from other investments and assets

(60,118)

—

(60,118)
Net cash used in investing activities

(569,956)

(183,919)

(753,875)
Cash Flows from Financing Activities:

Proceeds from borrowings

4,935,556

—

4,935,556
Principal repayments on and repurchases of borrowings

(4,221,999)

(13,950)

(4,235,949)
Payment of deferred financing costs

(17,978)

—

(17,978)
Proceeds from common stock issuances, net of offering costs

442

—

442
Payment of dividends

(408,893)

—

(408,893)
Contributions from non-controlling interests

9,657

—

9,657
Distributions to non-controlling interests

(90,006)

2,472

(87,534)
Purchase of treasury stock

(28,830)

—

(28,830)
Issuance of debt of consolidated VIEs

24,376

(24,376)

—
Repayment of debt of consolidated VIEs

(279,419)

279,419

—
Distributions of cash from consolidated VIEs

57,174

(57,174)

—
Net cash provided by financing activities

(19,920)

186,391

166,471
Net decrease in cash, cash equivalents and restricted cash

(63,727)

473

(63,254)
Cash, cash equivalents and restricted cash, beginning of period

574,031

(1,221)

572,810
Effect of exchange rate changes on cash

902

—

902
Cash, cash equivalents and restricted cash, end of period

$
511,206

$
(748)

$
510,458


	GAAP		VIE Adjustments		Excluding Investing and Servicing VIEs
Net cash provided by operating activities	$	287,987	$	(148,986)	$	139,001
Cash Flows from Investing Activities:
Origination, purchase and funding of loans held-for-investment	(4,002,046)		(23,874)		(4,025,920)
Proceeds from principal collections and sale of loans	2,476,928		—		2,476,928
Purchase and funding of investment securities	—		(133,766)		(133,766)
Proceeds from sales and collections of investment securities	68,867		84,834		153,701
Proceeds from sales of real estate	60,969		—		60,969
Purchases and additions to properties and other assets	(12,023)		—		(12,023)
Net cash flows from other investments and assets	41,571		311		41,882
Net cash used in investing activities	(1,365,734)		(72,495)		(1,438,229)
Cash Flows from Financing Activities:
Proceeds from borrowings	6,793,363		—		6,793,363
Principal repayments on and repurchases of borrowings	(5,538,664)		(250)		(5,538,914)
Payment of deferred financing costs	(27,172)		—		(27,172)
Proceeds from common stock issuances, net of offering costs	466		—		466
Payment of dividends	(276,051)		—		(276,051)
Contributions from non-controlling interests	5,538		—		5,538
Distributions to non-controlling interests	(17,977)		230		(17,747)
Issuance of debt of consolidated VIEs	42,288		(42,288)		—
Repayment of debt of consolidated VIEs	(306,496)		306,496		—
Distributions of cash from consolidated VIEs	42,546		(42,546)		—
Net cash provided by financing activities	717,841		221,642		939,483
Net decrease in cash, cash equivalents and restricted cash	(359,906)		161		(359,745)
Cash, cash equivalents and restricted cash, beginning of period	722,162		(772)		721,390
Effect of exchange rate changes on cash	(1,680)		—		(1,680)
Cash, cash equivalents and restricted cash, end of period	$	360,576	$	(611)	$	359,965

The discussion below is on a non-GAAP basis, after removing adjustments principally resulting from the consolidation of the securitization VIEs under ASC 810. These adjustments principally relate to (i) the purchase of CMBS, RMBS, loans and real estate from consolidated VIEs, which are reflected as repayments of VIE debt on a GAAP basis and (ii) sales and principal collections of CMBS and RMBS related to consolidated VIEs, which are reflected as VIE distributions on a GAAP basis. There is no significant net impact to ~~cash flows from operations or to~~ overall cash resulting from these consolidations. Refer to Note 2 to the Condensed Consolidated Financial Statements for further discussion.

Cash and cash equivalents decreased by ~~$63.2~~$359.7 million during the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, reflecting net cash used in investing activities of ~~$753.9 million,~~$1.4 billion, partially offset by net cash provided by operating activities of ~~$524.2~~$139.0 million and net cash provided by financing activities of ~~$166.5~~$939.5 million.

Net cash provided by operating activities of ~~$524.2~~$139.0 million during the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 related primarily to cash interest income of ~~$408.2~~$268.9 million from our loans and ~~$119.5~~$75.9 million from our investment securities and proceeds from sales of loans held-for-sale, net of originations and purchases, of ~~$272.3~~$44.4 million. Net rental income provided cash of ~~$134.4~~$93.1 million and servicing fees provided cash of ~~$30.4~~$29.2 million. Offsetting these cash inflows

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was cash interest expense of ~~$284.9~~$183.0 million, general and administrative expenses of ~~$85.5~~$58.5 million, management fees of ~~$56.8~~$53.7 million and a net change in operating assets and liabilities of ~~$24.8~~$67.1 million.

Net cash used in investing activities of ~~$753.9 million during~~$1.4 billion for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 related primarily to the origination and acquisition of ~~new~~ loans held-for-investment of ~~$2.4~~$4.0 billion and the purchase and funding of investment securities of ~~$287.9 million and additions to properties and other assets~~

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$133.8 million, partially offset by proceeds received from principal collections and sales of loans of ~~$1.8~~$2.5 billion and investment securities of ~~$157.4 million, proceeds from the sale of real estate of $23.8~~$153.7 million and ~~proceeds from the sale~~sales of ~~interest in unconsolidated entities of $10.3~~operating properties for $61.0 million.

Net cash provided by financing activities of ~~$166.5~~$939.5 million ~~during~~for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 related primarily to borrowings on our ~~secured~~ debt, net of repayments and deferred loan costs, of ~~$681.6 million,~~$1.2 billion, partially offset by dividend distributions of ~~$408.9 million, net distributions to non-controlling interests of $77.9 million and treasury stock purchases of $28.8~~$276.1 million.

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Our Investment Portfolio

The following is a review of our segments for the nine months ended September 30, 2020. Refer to the section entitled “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q for discussion of the potential impacts on us from the COVID-19 pandemic.

investment portfolio by segment.

Commercial and Residential Lending Segment

The following table sets forth the amount of each category of investments we owned across various property types within our Commercial and Residential Lending Segment as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 (dollars in thousands):

Unlevered


Face

Carrying

Asset Specific

Net

Return on

Amount

Value

Financing

Investment

Asset

September 30, 2020

First mortgages (1)

$
8,547,835

$
8,524,192

$
5,555,294

$
2,968,898

6.3
%
Subordinated mortgages

70,979

69,835

—

69,835

8.7
%
Mezzanine loans (1)

587,223

588,116

—

588,116

11.7
%
Residential loans, fair value option

249,323

256,407

170,063

86,344

6.0
%
Other loans

34,043

30,548

—

30,548

9.9
%
Loans held-for-sale, fair value option, residential

742,106

747,654

473,041

274,613

6.0
%
RMBS, available-for-sale

260,260

170,270

110,478

59,792

11.2
%
RMBS, fair value option

275,787

373,682
(2)

75,118

298,564

8.4
%
CMBS, fair value option

102,900

96,869
(2)

25,313

71,556

6.3
%
HTM debt securities (3)

505,247

504,936

96,716

408,220

6.8
%
Credit loss allowance

—

(99,048)

—

(99,048)

Equity security

11,805

10,058

—

10,058

Investment in unconsolidated entities

N/A

50,850

—

50,850

Properties, net

N/A

27,123

—

27,123

$
11,387,508

$
11,351,492

$
6,506,023

$
4,845,469

December 31, 2019

First mortgages (1)

$
7,961,494

$
7,926,732

$
4,715,244

$
3,211,488

6.4
%
Subordinated mortgages

77,055

75,724

—

75,724

9.5
%
Mezzanine loans (1)

484,408

484,164

—

484,164

12.2
%
Residential loans, fair value option

654,925

671,572

425,423

246,149

5.9
%
Other loans

66,525

62,555

—

62,555

8.9
%
Loans held-for-sale, fair value option, residential

587,144

605,384

454,223

151,161

5.9
%
Credit loss allowance, loans

—

(33,415)

—

(33,415)

RMBS, available-for-sale

278,853

189,576

102,073

87,503

12.3
%
RMBS, fair value option

87,397

147,034
(2)

32,292

114,742

10.2
%
CMBS, fair value option

118,249

118,215
(2)

58,801

59,414

5.5
%
HTM debt securities (3)

527,338

525,485

178,880

346,605

7.1
%
Equity security

12,119

12,664

—

12,664

Investment in unconsolidated entities

N/A

46,921

—

46,921

Properties, net

N/A

26,834

—

26,834

$
10,855,507

$
10,859,445

$
5,966,936

$
4,892,509

~~(1)~~

~~(2)~~

~~Eliminated in consolidation against VIE liabilities pursuant to ASC 810.~~


	Face Amount		Carrying Value			Asset Specific Financing		Net Investment		Unlevered Return on Asset
June 30, 2021
First mortgages (1)	$	10,472,961	$	10,416,977		$	6,904,350	$	3,512,627	6.0	%
Subordinated mortgages	65,901		64,233			—		64,233		9.5	%
Mezzanine loans (1)	473,881		476,759			—		476,759		11.0	%
Residential loans, fair value option	140,314		142,706			43,761		98,945		6.2	%
Other loans	19,863		17,947			—		17,947		13.3	%
Loans held-for-sale, fair value option, residential	478,776		494,113			440,136		53,977		4.7	%
RMBS, available-for-sale	237,661		154,704			104,520		50,184		11.1	%
RMBS, fair value option	143,799		232,120		(2)	46,567		185,553		9.3	%
CMBS, fair value option	102,900		98,196		(2)	49,798		48,398		5.5	%
HTM debt securities (3)	454,283		456,143			113,143		343,000		6.6	%
Credit loss allowance	—		(52,223)			—		(52,223)
Equity security	12,638		11,880			—		11,880
Investment in unconsolidated entities	N/A		43,717			—		43,717
Properties, net	N/A		124,916			49,173		75,743
	$	12,602,977	$	12,682,188		$	7,751,448	$	4,930,740

December 31, 2020
First mortgages (1)	$	8,977,365	$	8,930,764		$	5,892,684	$	3,038,080	6.4	%
Subordinated mortgages	72,257		71,185			—		71,185		8.7	%
Mezzanine loans (1)	619,352		620,319			—		620,319		11.5	%
Residential loans, fair value option	86,796		90,684			58,885		31,799		5.9	%
Other loans	33,626		30,284			—		30,284		9.8	%
Loans held-for-sale, fair value option, residential	820,807		841,963			573,584		268,379		6.1	%
RMBS, available-for-sale	252,738		167,349			110,724		56,625		11.0	%
RMBS, fair value option	142,288		235,997		(2)	30,267		205,730		6.3	%
CMBS, fair value option	102,900		96,885		(2)	25,313		71,572		5.6	%
HTM debt securities (3)	505,247		505,673			84,233		421,440		6.8	%
Credit loss allowance	—		(72,360)			—		(72,360)
Equity security	12,497		11,247			—		11,247
Investment in unconsolidated entities	N/A		54,407			—		54,407
Properties, net	N/A		103,896			48,863		55,033
	$	11,625,873	$	11,688,293		$	6,824,553	$	4,863,740

(1)First mortgages include first mortgage loans and any contiguous mezzanine loan components because as a whole, the expected credit quality of these loans is more similar to that of a first mortgage loan. The application of this

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~~(3)~~

~~CMBS held-to-maturity (“HTM”) and mandatorily redeemable preferred equity interests in commercial real estate entities.~~

Asmethodology resulted in mezzanine loans with carrying values of ~~September~~$1.1 billion and $877.3 million being classified as first mortgages as of June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively.

(2)Eliminated in consolidation against VIE liabilities pursuant to ASC 810.

(3)CMBS held-to-maturity (“HTM”) and mandatorily redeemable preferred equity interests in commercial real estate entities.

As of June 30, 2021 and December 31, 2020, our Commercial and Residential Lending Segment’s investment portfolio, excluding residential loans, RMBS, properties and other investments, had the following characteristics based on carrying values:

Collateral Property Type

September 30, 2020

December 31, 2019

Office

34.1
%
40.2
%
Hotel

22.4
%
20.6
%
Multifamily

14.4
%
12.3
%
Mixed Use

8.4
%
7.1
%
Residential

8.2
%
8.7
%
Retail

2.8
%
3.5
%
Industrial

1.8
%
0.6
%
Other

7.9
%
7.0
%

100.0
%
100.0
%

Geographic Location

September 30, 2020

December 31, 2019

U.S. Regions:

North East

24.5
%
27.5
%
West

18.5
%
22.2
%
South West

10.9
%
10.7
%
Mid Atlantic

9.5
%
8.3
%
South East

8.3
%
7.9
%
Midwest

4.6
%
4.1
%
International:

Europe/Australia

20.8
%
16.2
%
Bahamas/Bermuda

2.9
%
3.1
%

100.0
%
100.0
%


Collateral Property Type	June 30, 2021		December 31, 2020
Office	28.3	%	35.2	%
Multifamily	22.2	%	16.1	%
Hotel	20.2	%	21.6	%
Mixed Use	13.3	%	8.2	%
Residential	4.7	%	6.7	%
Industrial	3.0	%	3.0	%
Retail	2.6	%	2.8	%
Other	5.7	%	6.4	%
	100.0	%	100.0	%


Geographic Location	June 30, 2021		December 31, 2020
U.S. Regions:
North East	20.5	%	22.7	%
West	17.7	%	19.0	%
South West	10.6	%	11.1	%
South East	10.1	%	7.3	%
Mid Atlantic	9.7	%	9.5	%
Midwest	4.5	%	4.4	%
International:
Europe/Australia	24.4	%	23.3	%
Bahamas/Bermuda	2.5	%	2.7	%
	100.0	%	100.0	%

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Infrastructure Lending Segment

The following table sets forth the amount of each category of investments we owned within our Infrastructure Lending Segment as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 (dollars in thousands):

Unlevered


Face

Carrying

Asset Specific

Net

Return on

Amount

Value

Financing

Investment

Asset

September 30, 2020

First priority infrastructure loans and HTM securities

$
1,630,855

$
1,601,005

$
1,243,001

$
358,004

4.7
%
Credit loss allowance

N/A

(17,124)

—

(17,124)

Investment in unconsolidated entities

N/A

24,664

—

24,664

$
1,630,855

$
1,608,545

$
1,243,001

$
365,544

December 31, 2019

First priority infrastructure loans and HTM securities

$
1,474,052

$
1,442,601

$
1,121,065

$
321,536

6.4
%
Loans held-for-sale, infrastructure

121,271

119,724

96,001

23,723

5.1
%
Credit loss allowance

N/A

(196)

—

(196)

Investment in unconsolidated entities

N/A

25,862

—

25,862

$
1,595,323

$
1,587,991

$
1,217,066

$
370,925


	Face Amount		Carrying Value		Asset Specific Financing		Net Investment		Unlevered Return on Asset
June 30, 2021
First priority infrastructure loans and HTM securities	$	1,772,350	$	1,740,521	$	1,293,100	$	447,421	4.9	%
Loans held-for-sale, infrastructure	86,079		85,875		69,104		16,771		2.9	%
Credit loss allowance	N/A		(12,531)		—		(12,531)
Investment in unconsolidated entities	N/A		24,770		—		24,770
	$	1,858,429	$	1,838,635	$	1,362,204	$	476,431

December 31, 2020
First priority infrastructure loans and HTM securities	$	1,488,614	$	1,458,880	$	1,140,608	$	318,272	5.2	%
Loans held-for-sale, infrastructure	120,900		120,540		100,155		20,385		3.5	%
Credit loss allowance	N/A		(10,759)		—		(10,759)
Investment in unconsolidated entities	N/A		25,095		—		25,095
	$	1,609,514	$	1,593,756	$	1,240,763	$	352,993

As of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, our Infrastructure Lending Segment’s investment portfolio had the following characteristics based on carrying values:

Collateral Type

September 30, 2020

December 31, 2019

Natural gas power

68.4
%
72.6
%
Midstream

20.9
%
12.8
%
Renewable power

7.2
%
10.6
%
Other thermal power

3.5
%
4.0
%

100.0
%
100.0
%

Geographic Location

September 30, 2020

December 31, 2019

U.S. Regions:

North East

42.1
%
43.9
%
Midwest

21.8
%
25.5
%
South West

16.2
%
12.6
%
South East

9.0
%
4.8
%
West

3.6
%
4.2
%
Mid-Atlantic

3.6
%
4.0
%
International:

Mexico

2.7
%
2.9
%
Other

1.0
%
2.1
%

100.0
%
100.0
%


Collateral Type	June 30, 2021		December 31, 2020
Natural gas power	59.3	%	65.8	%
Midstream/downstream oil & gas	27.1	%	21.9	%
Renewable power	7.9	%	9.0	%
Other thermal power	5.7	%	3.3	%
	100.0	%	100.0	%


Geographic Location	June 30, 2021		December 31, 2020
U.S. Regions:
North East	38.9	%	43.1	%
Midwest	22.8	%	20.8	%
South West	14.3	%	15.3	%
South East	11.9	%	9.6	%
West	5.8	%	4.3	%
Mid-Atlantic	1.6	%	3.2	%
Other	1.6	%	—	%
International:
Mexico	2.3	%	2.7	%
Other	0.8	%	1.0	%
	100.0	%	100.0	%

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Property Segment

The following table sets forth the amount of each category of investments held within our Property Segment as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 (amounts in thousands):

September 30, 2020

December 31, 2019
Properties, net

$
1,983,124

$
2,029,024
Lease intangibles, net

39,978

44,986

$
2,023,102

$
2,074,010


	June 30, 2021		December 31, 2020
Properties, net	$	1,941,500	$	1,969,414
Lease intangibles, net	35,708		38,511
	$	1,977,208	$	2,007,925

The following table sets forth our net investment and other information regarding the Property Segment’s properties and lease intangibles as of ~~September~~June 30, ~~2020~~2021 (dollars in thousands):

Asset





Weighted Average

Carrying

Specific

Net

Occupancy

Remaining

Value

Financing

Investment

Rate

Lease Term
Office—Medical Office Portfolio

$
760,098

$
591,853

$
168,245

93.2
%

6.1 years
Multifamily residential—Woodstar I Portfolio

634,017

572,202

61,815

98.2
%

0.5 years
Multifamily residential—Woodstar II Portfolio

607,695

437,037

170,658

99.3
%

0.5 years
Retail—Master Lease Portfolio

343,790

192,639

151,151

100.0
%

21.6 years
Subtotal—undepreciated carrying value

2,345,600

1,793,731

551,869

Accumulated depreciation and amortization
��

(322,498)

—

(322,498)

Net carrying value

$
2,023,102

$
1,793,731

$
229,371


	Carrying Value		Asset Specific Financing		Net Investment		Occupancy Rate		Weighted Average Remaining Lease Term
Office—Medical Office Portfolio	$	761,425	$	593,353	$	168,072	93.5	%	5.6 years
Multifamily residential—Woodstar I Portfolio	638,074		573,076		64,998		98.6	%	0.5 years
Multifamily residential—Woodstar II Portfolio	611,283		512,732		98,551		98.7	%	0.4 years
Retail—Master Lease Portfolio	343,790		192,882		150,908		100.0	%	20.8 years
Subtotal—undepreciated carrying value	2,354,572		1,872,043		482,529
Accumulated depreciation and amortization	(377,364)		—		(377,364)
Net carrying value	$	1,977,208	$	1,872,043	$	105,165

As of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, our Property Segment’s investment portfolio had the following geographic characteristics based on carrying values:

Geographic Location

September 30, 2020

December 31, 2019

South East

62.0
%
62.0
%
South West

10.3
%
10.3
%
Midwest

10.1
%
10.1
%
North East

9.7
%
9.7
%
West

7.9
%
7.9
%

100.0
%
100.0
%


Geographic Location	June 30, 2021		December 31, 2020
South East	62.1	%	62.1	%
South West	10.3	%	10.3	%
Midwest	10.1	%	10.1	%
North East	9.6	%	9.6	%
West	7.9	%	7.9	%
	100.0	%	100.0	%

Table of Contents

Investing and Servicing Segment

The following table sets forth the amount of each category of investments we owned within our Investing and Servicing Segment as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 (amounts in thousands):


	Face Amount		Carrying Value			Asset Specific Financing			Net Investment
June 30, 2021
CMBS, fair value option	$	2,752,547	$	1,145,485	(1)	$	379,512	(2)	$	765,973
Intangible assets - servicing rights	N/A		55,783		(3)	—			55,783
Lease intangibles, net	N/A		13,229			—			13,229
Loans held-for-sale, fair value option, commercial	368,819		381,689			186,506			195,183
Loans held-for-investment	857		857			—			857
Investment in unconsolidated entities	N/A		42,954		(4)	—			42,954
Properties, net	N/A		177,153			176,793			360
	$	3,122,223	$	1,817,150		$	742,811		$	1,074,339
December 31, 2020
CMBS, fair value option	$	2,652,459	$	1,112,145	(1)	$	360,221	(2)	$	751,924
Intangible assets - servicing rights	N/A		54,578		(3)	—			54,578
Lease intangibles, net	N/A		15,548			—			15,548
Loans held-for-sale, fair value option, commercial	90,789		90,332			53,040			37,292
Loans held-for-investment	1,008		1,008			—			1,008
Investment in unconsolidated entities	N/A		44,664		(4)	—			44,664
Properties, net	N/A		197,843			192,839			5,004
	$	2,744,256	$	1,516,118		$	606,100		$	910,018

(1)

Asset


Face

Carrying

Specific

Net

Amount

Value

Financing

Investment

September 30, 2020

CMBS, fair value option

$
2,618,530

$
1,097,322
(1)
$
318,443
(2)
$
778,879

Intangible assets - servicing rights

N/A

52,770
(3)

—

52,770

Lease intangibles, net

N/A

16,548

—

16,548

Loans held-for-sale, fair value option, commercial

266,370

265,019

126,419

138,600

Loans held-for-investment

1,081

1,081

—

1,081

Investment in unconsolidated entities

N/A

45,236
(4)

—

45,236

Properties, net

N/A

197,575

169,193

28,382

$
2,885,981

$
1,675,551

$
614,055

$
1,061,496

December 31, 2019

CMBS, fair value option

$
2,897,654

$
1,177,148
(1)
$
300,705

$
876,443

Intangible assets - servicing rights

N/A

43,164
(3)

—

43,164

Lease intangibles, net

N/A

20,060

—

20,060

Loans held-for-sale, fair value option, commercial

160,635

159,238

85,873

73,365

Loans held-for-investment

1,294

1,294

—

1,294

Investment in unconsolidated entities

N/A

32,183
(4)

—

32,183

Properties, net

N/A

210,582

187,929

22,653

$
3,059,583

$
1,643,669

$
574,507

$
1,069,162

Includes $1.13 billion and $1.09 billion of CMBS eliminated in consolidation against VIE liabilities pursuant to ASC 810 as of June 30, 2021 and December 31, 2020. Also includes $186.6 million and $179.5 million of non-controlling interests in the consolidated entities which hold certain of these CMBS as of June 30, 2021 and December 31, 2020, respectively.

(2)Includes $38.3 million and $41.3 million of non-controlling interests in the consolidated entities which hold certain debt balances as of June 30, 2021 and December 31, 2020, respectively.

(3)Includes $42.1 million and $41.4 million of servicing rights intangibles eliminated in consolidation against VIE assets pursuant to ASC 810 as of June 30, 2021 and December 31, 2020, respectively.

~~(1)~~

~~Includes $1.07 billion and $1.14 billion of CMBS eliminated in consolidation against VIE liabilities pursuant to ASC 810 as of September~~

(4)Includes $14.7 million and $16.1 million of investment in unconsolidated entities eliminated in consolidation against VIE assets pursuant to ASC 810 as of June 30, 2021 and December 31, 2020, and December 31, 2019, respectively. Also includes $178.6 million and $186.6 million of non-controlling interests in the consolidated entities which hold certain of these CMBS as of September 30, 2020 and December 31, 2019, respectively.

~~(2)~~

~~Includes $41.3 million of non-controlling interests in the consolidated entities which hold certain debt balances as of September 30, 2020.~~

~~(3)~~

Includes $38.2 million and $26.2 million of servicing rights intangibles eliminated in consolidation against VIE assets pursuant to ASC 810 as of September 30, 2020 and December 31, 2019, respectively.

~~(4)~~

Includes $16.4 million and $20.6 million of investment in unconsolidated entities eliminated in consolidation against VIE assets pursuant to ASC 810 as of September 30, 2020 and December 31, 2019, respectively.

Table of Contents

Our REIS Equity Portfolio, as described in Note 6 to the Condensed Consolidated Financial Statements, had the following characteristics based on carrying values of ~~$198.8~~$175.4 million and ~~$214.9~~$198.2 million as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively:

Property Type

September 30, 2020

December 31, 2019

Office

50.0
%
52.7
%
Retail

30.5
%
28.8
%
Mixed Use

6.9
%
5.8
%
Self-storage

6.2
%
3.9
%
Multifamily

4.2
%
6.5
%
Hotel

2.2
%
2.3
%

100.0
%
100.0
%

Geographic Location

September 30, 2020

December 31, 2019

South West

24.7
%
22.6
%
North East

24.4
%
22.0
%
South East

15.6
%
22.6
%
West

15.0
%
13.5
%
Mid Atlantic

11.8
%
8.4
%
Midwest

8.5
%
10.9
%

100.0
%
100.0
%


Property Type	June 30, 2021		December 31, 2020
Office	45.4	%	50.6	%
Retail	32.9	%	29.9	%
Mixed Use	7.8	%	6.9	%
Self-storage	6.9	%	6.2	%
Multifamily	4.8	%	4.2	%
Hotel	2.2	%	2.2	%
	100.0	%	100.0	%


Geographic Location	June 30, 2021		December 31, 2020
North East	28.1	%	24.8	%
South West	17.4	%	25.1	%
South East	16.6	%	15.4	%
West	16.2	%	14.8	%
Mid Atlantic	12.6	%	11.5	%
Midwest	9.1	%	8.4	%
	100.0	%	100.0	%

Table of Contents

New Credit Facilities and Amendments

Refer to ~~Notes~~Note 9 ~~and 10~~ of our Condensed Consolidated Financial Statements for a detailed discussion of new credit facilities and amendments to existing credit facilities executed since December 31, ~~2019.~~

2020.

Secured Borrowings

The following table is a summary of our secured borrowings as of ~~September~~June 30, ~~2020~~2021 (dollars in thousands):

Pledged

Approved

Weighted

Asset

Maximum

but

Unallocated

Current

Extended

Average

Carrying

Facility

Outstanding

Undrawn

Financing


Maturity

Maturity (a)

Pricing

Value

Size

Balance

Capacity (b)

Amount (c)
Repurchase Agreements:

Commercial Loans

May 2021 to Aug 2025
(d)
May 2023 to Mar 2029
(d)
(e)

$
6,643,722

$
8,747,538
(f)
$
4,556,665

$
71,355

$
4,119,518
Residential Loans

Jun 2022

N/A

LIBOR + 2.64%

37,046

400,000

23,866

—

376,134
Infrastructure Loans

Feb 2022

N/A

LIBOR + 2.00%

244,862

500,000

206,288

—

293,712
Conduit Loans

Feb 2021 to Jun 2023

Feb 2022 to Jun 2024

LIBOR + 1.93%

171,497

350,000

127,162

—

222,838
CMBS/RMBS

Oct 2020 to Dec 2029
(g)
Aug 2021 to Jun 2030
(g)
(h)

1,155,313

750,544

634,791
(i)

—

115,753
Total Repurchase Agreements

8,252,440

10,748,082

5,548,772

71,355

5,127,955
Other Secured Financing:

Borrowing Base Facility

Apr 2022

Apr 2024

LIBOR + 2.25%

50,194

650,000
(j)

37,594

—

612,406
Commercial Financing Facility

Mar 2022

Mar 2029

GBP LIBOR + 1.75%

95,077

76,721

76,721

—

—
Residential Financing Facility

Sep 2022

Sep 2025

3.50%

—

250,000

—

—

250,000
Infrastructure Acquisition Facility

Sep 2021

Sep 2022

(k)

710,572

701,370

572,382

—

128,988
Infrastructure Financing Facilities

Jul 2022 to Oct 2022

Oct 2024 to Jul 2027

LIBOR + 2.11%

583,319

1,250,000

464,487

—

785,513
Property Mortgages - Fixed rate

Nov 2024 to Aug 2052
(l)
N/A

3.81%

1,288,513

1,077,800

1,077,800

—

—
Property Mortgages - Variable rate

Nov 2021 to Jul 2030

N/A

(m)

926,495

927,300

908,906

—

18,394
Term Loan and Revolver

(n)

N/A

(n)

N/A
(n)

516,000

396,000

120,000

—
FHLB

Feb 2021

N/A

1.99%

948,409

1,600,000

619,500

—

980,500
Collateralized Loan Obligation

Jul 2038

N/A

LIBOR + 1.34%

1,099,558

936,375

936,375

—

—
Total Other Secured Financing

5,702,137

7,985,566

5,089,765

120,000

2,775,801

$
13,954,577

$
18,733,648

$
10,638,537

$
191,355

$
7,903,756
Unamortized net discount

(9,908)

Unamortized deferred financing costs

(82,806)

$
10,545,823

~~(a)~~

~~Subject to certain conditions as defined in the respective facility agreement.~~

~~(b)~~

~~Approved but undrawn capacity represents the total draw amount that has been approved by the lenders related to those assets that have been pledged as collateral, less the drawn amount.~~

~~(c)~~

~~Unallocated financing amount represents the maximum facility size less the total draw capacity that has been approved by the lenders.~~

~~(d)~~

~~For certain facilities, borrowings collateralized by loans existing at maturity may remain outstanding until such loan collateral matures, subject to certain specified conditions.~~

~~(e)~~

~~Certain facilities with an outstanding balance of $1.3 billion as of September 30, 2020 are indexed to GBP LIBOR and EURIBOR. The remainder have a weighted average rate of LIBOR + 2.02%.~~

~~(f)~~

~~The aggregate initial maximum facility size of $8.7 billion may be increased at our option, subject to certain conditions. This amount includes such upsizes.~~

~~(g)~~

Certain facilities with an outstanding balance of $285.9 million as of September 30, 2020 carry a rolling 11-month or 12-month term which may reset monthly or quarterly with the lender's consent. These facilities carry no maximum facility size.

~~(h)~~

A facility with an outstanding balance of $184.2 million as of September 30, 2020 has a fixed annual interest rate of 3.50%. All other facilities are variable rate with a weighted average rate of LIBOR + 1.57%.


	Current Maturity		Extended Maturity (a)		Weighted Average Pricing	Pledged Asset Carrying Value			Maximum Facility Size			Outstanding Balance			Approved but Undrawn Capacity (b)		Unallocated Financing Amount (c)
Repurchase Agreements:
Commercial Loans	Aug 2021 to Aug 2025	(d)	Dec 2023 to Mar 2029	(d)	(e)	$	7,100,320		$	9,272,007	(f)	$	4,775,976		$	245,668	$	4,250,363
Residential Loans	Apr 2022 to Oct 2023		N/A		LIBOR + 2.07%	564,736			1,900,000			483,810			—		1,416,190
Infrastructure Loans	Feb 2022		N/A		LIBOR + 2.01%	188,448			500,000			158,165			—		341,835
Conduit Loans	Feb 2022 to Jun 2023		Feb 2023 to Jun 2024		LIBOR + 2.03%	261,510			350,000			187,317			—		162,683
CMBS/RMBS	Mar 2022 to May 2031	(g)	Jun 2022 to Nov 2031	(g)	(h)	1,236,236			829,879			704,853		(i)	—		125,026
Total Repurchase Agreements						9,351,250			12,851,886			6,310,121			245,668		6,296,097
Other Secured Financing:
Borrowing Base Facility	Apr 2022		Apr 2024		LIBOR + 2.25%	122,294			650,000		(j)	72,630			19,075		558,295
Commercial Financing Facility	Mar 2022		Mar 2029		GBP LIBOR + 1.75%	101,978			82,132			82,132			—		—
Residential Financing Facility	Sep 2022		Sep 2025		3.50%	72,064			250,000			1,515			43,652		204,833
Infrastructure Acquisition Facility	Sep 2021		Sep 2022		(k)	335,309			336,931			230,040			—		106,891
Infrastructure Financing Facilities	Jul 2022 to Oct 2022		Oct 2024 to Jul 2027		LIBOR + 2.03%	719,693			1,250,000			573,846			—		676,154
Property Mortgages - Fixed rate	Nov 2024 to Aug 2052	(l)	N/A		4.03%	1,262,514			1,155,035			1,155,035			—		—
Property Mortgages - Variable rate	Nov 2021 to Jul 2030		N/A		(m)	906,420			969,790			945,215			—		24,575
Term Loan and Revolver	(n)		N/A		(n)	N/A		(n)	761,750			641,750			120,000		—
STWD 2019-FL1 CLO	Jul 2038		N/A		LIBOR + 1.34%	1,096,658			936,375			936,375			—		—
STWD 2021-FL2 CLO	Apr 2038		N/A		LIBOR + 1.50%	1,273,907			1,077,375			1,077,375			—		—
STWD 2021-SIF1 CLO	Apr 2032		N/A		LIBOR + 1.81%	470,776			410,000			410,000			—		—
Total Other Secured Financing						6,361,613			7,879,388			6,125,913			182,727		1,570,748
						$	15,712,863		$	20,731,274		$	12,436,034		$	428,395	$	7,866,845
Unamortized net discount												(14,608)
Unamortized deferred financing costs												(84,092)
												$	12,337,334

~~100~~

(a)Subject to certain conditions as defined in the respective facility agreement.

(b)Approved but undrawn capacity represents the total draw amount that has been approved by the lenders related to those assets that have been pledged as collateral, less the drawn amount.

(c)Unallocated financing amount represents the maximum facility size less the total draw capacity that has been approved by the lenders.

(d)For certain facilities, borrowings collateralized by loans existing at maturity may remain outstanding until such loan collateral matures, subject to certain specified conditions.

(e)Certain facilities with an outstanding balance of $1.7 billion as of June 30, 2021 are indexed to GBP LIBOR and EURIBOR. The remainder have a weighted average rate of LIBOR + 2.07%.

(f)Certain facilities with an aggregate initial maximum facility size of $8.4 billion may be increased to $9.3 billion, subject to certain conditions. The $9.3 billion amount includes such upsizes.

(g)Certain facilities with an outstanding balance of $286.8 million as of June 30, 2021 carry a rolling 11-month or 12-month term which may reset monthly or quarterly with the lender's consent. These facilities carry no maximum facility size.

(h)A facility with an outstanding balance of $243.2 million as of June 30, 2021 has a weighted average fixed annual interest rate of 3.21%. All other facilities are variable rate with a weighted average rate of LIBOR + 1.84%.

(i)Includes: (i) $243.2 million outstanding on a repurchase facility that is not subject to margin calls; and (ii) $38.3 million outstanding on one of our repurchase facilities that represents the 49% pro rata share owed by a non-controlling partner in a consolidated joint venture (see Note 14 to the Condensed Consolidated Financial Statements).

(j)The initial maximum facility size of $300.0 million may be increased to $650.0 million, subject to certain conditions.

(k)Consists of an annual interest rate of the applicable currency benchmark index + 2.00%.

Table of Contents

~~(i)~~

(l)The weighted average maturity is 6.2 years as of June 30, 2021.

(m)Includes a $600.0 million first mortgage and mezzanine loan secured by our Medical Office Portfolio. This debt has a weighted average interest rate of LIBOR + 2.07% that we swapped to a fixed rate of 3.34%. The remainder have a weighted average rate of LIBOR + 2.61%.

(n)Consists of: (i) a $641.8 million term loan facility that matures in July 2026, of which $393.0 million has an annual interest rate of LIBOR + 2.50% and $248.8 million has an annual interest rate of LIBOR + 3.50%, subject to a 75 bps LIBOR floor, and (ii) a $120.0 million revolving credit facility that matures in July 2024 with an annual interest rate of LIBOR + 3.00%. These facilities are secured by the equity interests in certain of our subsidiaries which totaled $4.0 billion as of June 30, 2021.

~~(j)~~

~~The initial maximum facility size of $300.0 million may be increased to $650.0 million, subject to certain conditions.~~

~~(k)~~

~~Consists of an annual interest rate of the applicable currency benchmark index + 2.00%.~~

~~(l)~~

~~The weighted average maturity is 7.0 years as of September 30, 2020.~~

~~(m)~~

~~(n)~~

Consists of: (i) a $396.0 million term loan facility that matures in July 2026 with an annual interest rate of LIBOR + 2.50% and (ii) a $120.0 million revolving credit facility that matures in July 2024 with an annual interest rate of LIBOR + 3.00%. These facilities are secured by the equity interests in certain of our subsidiaries which totaled $3.7 billion as of September 30, 2020.

Refer to Note 9 of the Condensed Consolidated Financial Statements for further disclosure regarding the terms of our secured financing arrangements.

Variance between Average and Quarter-End Credit Facility Borrowings Outstanding

The following table compares the average amount outstanding under our secured financing agreements during each quarter and the amount outstanding as of the end of each quarter, together with an explanation of significant variances (amounts in thousands):


Quarter Ended	Quarter-End Balance	Weighted-Average Balance During Quarter	Variance	Explanations for Significant Variances
December 31, 2020	11,169,964	10,945,199	224,765	(a)
March 31, 2021	11,913,568	11,274,970	638,598	(b)
June 30, 2021	12,436,034	12,403,163	32,871	(c)

(a)

Weighted-Average

Explanations

Quarter-End

Balance During

for Significant
Quarter Ended

Balance

Quarter

Variance

Variances
December 31, 2019

9,936,500

9,535,839

400,661

(a)
March 31, 2020

10,714,680

10,194,276

520,404

(b)
June 30, 2020

9,858,371

10,218,089

(359,718)

(c)
September 30, 2020

10,638,537

10,151,695

486,842

(d)
Variance primarily due to the following: (i) late quarter timing of fundings on commercial loan facilities and (ii) borrowings on the Residential Financing Facility.

(b)Variance primarily due to late quarter timing of fundings on commercial loan facilities and the Borrowing Base Facility.

(c)Variance primarily due to the net increase in debt related to CLO issuances in April and May 2021.

~~(a)~~

Variance primarily due to the following: (i) the late quarter timing of commercial loan fundings, which resulted in the Company drawing on its corresponding credit facilities which financed these assets and (ii) borrowings on a new Infrastructure Financing Facility.

~~(b)~~

~~Variance primarily due to the following: (i) drawing on all available credit facilities at quarter end and (ii) borrowings on two new lending facilities.~~

~~(c)~~

Variance primarily due to the late quarter timing of a residential loan securitization, which resulted in a $387.4 million paydown of the FHLB facility, partially offset by the late quarter timing of the refinancing of our Woodstar I Portfolio, which resulted in net additional borrowings of $100.1 million.

~~(d)~~

~~Variance primarily due to the following: (i) late quarter timing of conduit loan fundings and (ii) the closing of a large European loan pledged to two commercial credit facilities.~~

Borrowings under Unsecured Senior Notes

During ~~both~~ the three months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, the weighted average effective borrowing rate on our unsecured senior notes was 5.4% and 4.9%., respectively. During the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 and ~~2019,~~2020, the weighted average effective borrowing rate on our unsecured senior notes was ~~5.0%~~5.3% and ~~4.9%~~5.0%, respectively. The effective borrowing rate includes the effects of underwriter purchase discount and, during the 2020 period, the adjustment for the conversion option on the Convertible Notes, the initial value of which reduced the balance of the notes.

Refer to Note 10 of ~~our~~the Condensed Consolidated Financial Statements for further disclosure regarding the terms of our unsecured senior notes.

~~101~~

Table of Contents

Scheduled Principal Repayments on Investments and Overhang on Financing Facilities

The following scheduled and/or projected principal repayments on our investments were based on amounts outstanding and extended contractual maturities of those investments as of ~~September~~June 30, ~~2020.~~2021. The projected and/or required repayments of financing were based on the earlier of (i) the extended contractual maturity of each credit facility or (ii) the extended contractual maturity of each of the investments that have been pledged as collateral under the respective credit facility (amounts in thousands):


	Scheduled Principal Repayments on Loans and HTM Securities		Scheduled/Projected Principal Repayments on RMBS and CMBS		Projected/Required Repayments of Financing		Scheduled Principal Inflows Net of Financing Outflows
Third Quarter 2021	$	243,229	$	11,849	$	(115,002)	$	140,076
Fourth Quarter 2021	512,084		7,421		(1,068,855)		(549,350)		(1)
First Quarter 2022	353,056		8,486		(289,132)		72,410
Second Quarter 2022	254,787		5,947		(813,244)		(552,510)		(2)
Total	$	1,363,156	$	33,703	$	(2,286,233)	$	(889,374)

(1)

Shortfall primarily relates to $700.0 million on the maturity of our Senior Notes due December 2021, which we expect to fund using a combination of available cash on hand, approved but undrawn capacity under our secured financing agreements and/or other potential sources of financing, as discussed below, including our issuance of $400.0 million of unsecured senior notes in July 2021 (refer to Note 23 of the Condensed Consolidated Financial Statements).

Scheduled Principal

Scheduled/Projected

Projected/Required

Scheduled Principal

Repayments on Loans

Principal Repayments

Repayments of

Inflows Net of

and HTM Securities

on RMBS and CMBS

Financing

Financing Outflows

Fourth Quarter 2020

365,971

11,541

(391,571)
(1)

(14,059)

First Quarter 2021

464,105

7,981

(1,268,191)
(2)

(796,105)

Second Quarter 2021

415,973

16,066

(83,194)

348,845

Third Quarter 2021

146,337

6,803

(151,131)

2,009

Total

$
1,392,386

$
42,391

$
(1,894,087)

$
(459,310)

(2)Shortfall primarily relates to: (i) $422.3 million of repayments under a Residential Loans repurchase facility that carries a one-year term which we can extend every three months, the current balance of which will be repaid with securitization proceeds; and (ii) $263.0 million of repayments under a securities facility which carries a rolling 12-month term that we have historically extended, and intend to continue to extend with lender’s consent.

~~(1)~~

$277.5 million represents borrowings with the FHLB associated with our residential loans, most of which are intended for securitization. The FHLB facility matures in February 2021. We intend to transition any loans not already securitized to alternate facilities beginning later this year.

~~(2)~~

$500.0 million represents the maturity of our 2021 Senior Notes, which we intend to repay with proceeds from corporate debt issuances subsequent to September 30, 2020 (see Note 23 to the Condensed Consolidated Financial Statements). $342.0 million represents borrowings with the FHLB associated with our residential loans, which will be repaid with securitization proceeds or alternative financing lines (see Note 1 above).

In the normal course of business, the Company is in discussions with its lenders to extend, amend or ~~amend~~replace any financing facilities which contain near term expirations.

Issuances of Equity Securities

We may raise funds through capital market transactions by issuing capital stock. There can be no assurance, however, that we will be able to access the capital markets at any particular time or on any particular terms. We have authorized 100,000,000 shares of preferred stock and 500,000,000 shares of common stock. At ~~September~~June 30, ~~2020,~~2021, we had 100,000,000 shares of preferred stock available for issuance and ~~215,318,234~~212,190,793 shares of common stock available for issuance.

Other Potential Sources of Financing

In the future, we may also use other sources of financing to fund the acquisition of our target assets and maturities of our unsecured senior notes, including other secured as well as unsecured forms of borrowing and sale of senior loan interests and other assets.

Leverage Policies

~~Repurchases~~

Our strategies with regards to use of ~~Equity Securities and Convertible Senior Notes~~

~~In February 2020,~~leverage have not changed significantly since December 31, 2020. Refer to our ~~board of directors authorized the repurchase of up to $400.0 million~~Form 10-K for a description of our ~~outstanding common shares and convertible senior notes over a period~~strategies regarding use of one year. Purchases made pursuant to the program will be made in either the open market or in privately negotiated transactions from time to time as permitted by federal securities laws and other legal requirements. The timing, manner, price and amount of any repurchases are discretionary and will be subject to economic and market conditions, stock price, applicable legal requirements and other factors. The program may be suspended or discontinued at any time. During the nine months ended September 30, 2020, we repurchased $28.8 million of common stock and no convertible senior notes under the repurchase program. As of September 30, 2020, we have $371.2 million of remaining capacity to repurchase common stock and/or convertible senior notes under the repurchase program.

leverage.

~~102~~

Cash Requirements

Dividends

~~Table of Contents~~

~~Off-Balance Sheet Arrangements~~

We have relationships with unconsolidated entities and financial partnerships, such as entities often referred to as VIEs. Our maximum risk of loss associated with our involvement in VIEs is limited to the carrying value of our investment in the entity and any unfunded capital commitments. Refer to Note 14 of the Condensed Consolidated Financial Statements for further discussion.

~~Dividends~~

U.S. federal income tax law generally requires that a REIT distribute annually at least 90% of its REIT taxable income, without regard to the deduction for dividends paid and excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its net taxable income. We generally intend to distribute substantially all of our taxable income (which does not necessarily equal our GAAP net income) to our stockholders each year, if and to the extent authorized by our board of directors. Before we pay any dividend, whether for U.S. federal income tax purposes or otherwise, we must first meet both our operating and debt service requirements. If our cash available for distribution is less than our net taxable income, we could be required to sell assets or borrow funds to make cash distributions or we may make a

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portion of the required distribution in the form of a taxable stock distribution or distribution of debt securities. Refer to our Form 10-K for a detailed dividend history.

The Company’s board of directors declared the following dividends during the ~~nine~~six months ended ~~September~~June 30, ~~2020:~~

Declare Date

Record Date

Payment Date

Amount

Frequency
9/16/20

9/30/20

10/15/20

$
0.48

Quarterly
6/16/20

6/30/20

7/15/20

$
0.48

Quarterly
2/25/20

3/31/20

4/15/20

$
0.48

Quarterly

~~Leverage Policies~~

~~Our strategies with regards to use of leverage have not changed significantly since December 31, 2019. Refer to our Form 10-K for a description of our strategies regarding use of leverage.~~

2021:

~~103~~

Declare Date

Record Date

Payment Date

Amount

Frequency

6/14/2021

6/30/2021

7/15/2021

0.48

Quarterly

3/11/2021

3/31/2021

4/15/2021

0.48

Quarterly

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Contractual Obligations and Commitments

~~Contractual~~

Our material contractual obligations and commitments as of ~~September~~June 30, ~~2020~~2021 are as follows (amounts in thousands):


	Total		Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years
Secured financings (a)	$	10,012,284	$	933,249	$	2,206,210	$	3,894,406	$	2,978,419
Collateralized loan obligations	2,423,750		104,258		1,000,149		1,242,324		77,019
Unsecured senior notes	1,750,000		700,000		550,000		500,000		—
Future loan commitments:
Commercial Lending (b)	1,358,851		1,036,024		306,127		16,700		—
Residential Lending (c)	406,013		406,013		—		—		—
Infrastructure Lending (d)	173,676		155,159		18,517		—		—

(a)

Less than





More than

Total

1 year

1 to 3 years

3 to 5 years

5 years

Secured financings (a)

$
9,702,162

$
1,122,893
(b)
$
1,022,114

$
4,532,587

$
3,024,568

Collateralized loan obligations

936,375

—

—

—

936,375

Unsecured senior notes

1,950,000

500,000

950,000

500,000

—

Loan and preferred equity interest funding commitments (c)

1,630,823

1,125,780

485,886

19,157

—

Infrastructure Lending Segment commitments (d)

241,646

202,786

38,860

—

—

Future lease commitments

31,324

7,163

4,741

3,529

15,891

Total

$
14,492,330

$
2,958,622

$
2,501,601

$
5,055,273

$
3,976,834

Represents the contractual maturity of the respective credit facility, inclusive of available extension options. If investments that have been pledged as collateral repay earlier than the contractual maturity of the debt, the related portion of the debt would likewise require earlier repayment. Refer to Note 9 to the Condensed Consolidated Financial Statements for the expected maturities by year.

(b)Excludes $162.6 million of loan funding commitments in which management projects the Company will not be obligated to fund in the future due to repayments made by the borrower earlier than, or in excess of, expectations.

(c)Represents outstanding residential loan purchase commitments.

(d)Represents contractual commitments of $112.4 million under revolvers and letters of credit, $46.2 million under delayed draw term loans and $15.0 million of outstanding infrastructure loan purchase commitments.

~~(a)~~

Represents the contractual maturity of the respective credit facility, inclusive of available extension options. If investments that have been pledged as collateral repay earlier than the contractual maturity of the debt, the related portion of the debt would likewise require earlier repayment. Refer to Note 9 to the Condensed Consolidated Financial Statements for the expected maturities by year.

~~(b)~~

$619.5 million represents borrowings with the FHLB associated with our residential loans, most of which are intended for securitization. The FHLB facility matures in February 2021. We intend to transition any loans not already securitized to alternate facilities beginning later this year. $400.9 million represents borrowings under certain securities repurchase facilities that carry a rolling term.

~~(c)~~

Excludes $156.1 million of loan funding commitments in which management projects the Company will not be obligated to fund in the future due to repayments made by the borrower earlier than, or in excess of, expectations.

~~(d)~~

~~Represents contractual commitments of $146.2 million under revolvers and letters of credit and $95.4 million under delayed draw term loans.~~

The table above does not include interest payable, amounts due under our management agreement, amounts due under our derivative agreements or amounts due under guarantees as those contracts do not have fixed and determinable payments.

Our secured financings and collateralized loan obligations consist primarily of matched-term funding for our loans and investment securities and long-term mortgages on our owned properties. Repayments of such facilities are generally made from proceeds from maturities, prepayments or sales of such investments and operating cash flows from owned properties. In the normal course of business, the Company is in discussions with its lenders to extend, amend or replace any financing facilities which contain near term expirations.

Our unsecured senior notes are expected to be repaid from a combination of available cash on hand, approved but undrawn capacity under our secured financing agreements, and/or equity issuances or other potential sources of financing, as discussed above, including issuances of new unsecured senior notes.

Our future loan commitments are expected to be primarily matched-term funded under secured financing agreements with any difference funded from available cash on hand or other potential sources of financing discussed above.

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Critical Accounting Estimates

Our financial statements are prepared in accordance with GAAP, which requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We believe that all of the decisions and assessments upon which our financial statements are based were reasonable at the time made, based upon information available to us at that time. ~~Refer~~The following discussion describes the critical accounting estimates that apply to ~~the section of~~ our ~~Form 10-K entitled “Management’s Discussion~~operations and ~~Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates” for~~require complex management judgment. This summary should be read in conjunction with a ~~full~~more complete discussion of our ~~critical~~ accounting ~~estimates. Except as set forth below, our critical accounting estimates have not materially changed since December 31, 2019.~~

policies included in Note 2 to the Condensed Consolidated Financial Statements.

Credit Losses

Loans and Debt Securities Measured at Amortized Cost

As discussed in Note 2 to the Condensed Consolidated Financial Statements, ASC 326, Financial Instruments – Credit Losses, became effective for the Company on January 1, 2020. ASC 326 mandates the use of a current expected credit loss model (“CECL”) for estimating future credit losses of certain financial instruments measured at amortized cost, instead of the “incurred loss” credit model previously required under GAAP. The CECL model requires the

~~104~~

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consideration of possible credit losses over the life of an instrument as opposed to only estimating credit losses upon the occurrence of a discrete loss event under the previous “incurred loss” methodology. The CECL model applies to our loans held-for-investment (“HFI”) and our held-to-maturity (“HTM”) debt securities which are carried at amortized cost, including future funding commitments and accrued interest receivable related to those loans and securities.

As we do not have a history of realized credit losses on our HFI loans and HTM securities, we have subscribed to third party database services to provide us with historical industry losses for both commercial real estateand infrastructure loans. Using these losses as a benchmark, we determine expected credit losses for our loans and securities on a collective basis within our commercial real estate and infrastructure portfolios. Such determination also incorporates significant assumptions and estimates regarding, among other things, prepayments, future fundings and economic forecasts. See Note 4 to the Condensed Consolidated Financial Statements for further discussion of our methodologies.

Significant judgment is required when estimating future credit losses; therefore, actual results over time could be materially different. As of ~~September~~June 30, ~~2020,~~2021, we held ~~$11.3~~$13.2 billion of loans and HTM securities measured at amortized cost with expected future funding commitments of ~~$1.7~~$1.4 billion. WeDuring the six months ended June 30, 2021, we recognized ~~a net~~an $11.8 million credit loss reversal and the related credit loss allowance was $69.6 million as of ~~$3.6~~June 30, 2021. During the six months ended June 30, 2020 and the year ended December 31, 2020, we recognized credit loss provisions of $58.9 million and ~~a provision of $55.3~~$43.2 million, ~~during the three and nine months ended September 30, 2020,~~ respectively, and the related credit loss allowance was ~~$122.9~~$89.2 million as of ~~September 30,~~December 31, 2020.

Available-for-Sale Debt Securities

Separate provisions of ASC 326 apply to our available-for-sale (“AFS”) debt securities which are carried at fair value with unrealized gains and losses reported as a component of accumulated other comprehensive income (“AOCI”). We are required to establish an initial credit loss allowance for those securities that are purchased with credit deterioration by grossing up the amortized cost basis of each security and providing an offsetting credit loss allowance for the difference between expected cash flows and contractual cash flows, both on a present value basis.

Subsequently, cumulative adverse changes in expected cash flows on our available-for-sale debt securities are recognized currently as an increase to the credit loss allowance. However, the allowance is limited to the amount by which the AFS debt security’s amortized cost exceeds its fair value. Favorable changes in expected cash flows are first recognized as a decrease to the allowance for credit losses (recognized currently in earnings). Such changes would be recognized as a prospective yield adjustment only when the allowance for credit losses is reduced to zero. A change in expected cash flows that is attributable solely to a change in a variable interest reference rate does not result in a credit loss and is accounted for as a prospective yield adjustment.

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Significant judgment is required when estimating expected cash flows used in determining the credit loss allowance for AFS debt securities; therefore, actual results over time could be materially different. As of ~~September~~June 30, ~~2020,~~2021, we held ~~$170.3~~$154.7 million of AFS debt securities. We did not recognize any provision for credit losses with respect to our AFS debt securities during the ~~three and nine~~six months ended ~~September~~June 30, ~~2020 and there~~2021 or during the year ended December 31, 2020. There was no related credit loss allowance as of June 30, 2021 and December 31, 2020.

Valuation of Financial Assets and Liabilities Carried at Fair Value

We measure our VIE assets and liabilities, mortgage-backed securities, derivative assets and liabilities, domestic servicing rights intangible asset and any assets or liabilities where we have elected the fair value option at fair value. When actively quoted observable prices are not available, we either use implied pricing from similar assets and liabilities or valuation models based on net present values of estimated future cash flows, adjusted as appropriate for liquidity, credit, market and/or other risk factors. See Note 19 to the Condensed Consolidated Financial Statements for details regarding the various methods and inputs we use in measuring the fair value of our financial assets and liabilities. As of June 30, 2021, we had $64.7 billion and $62.0 billion of financial assets and liabilities, respectively, that are measured at fair value, including $63.5 billion of VIE assets and $62.0 billion of VIE liabilities we consolidate pursuant to ASC 810.

We measure the assets and liabilities of consolidated securitization VIEs at fair value pursuant to our election of the fair value option. The securitization VIEs in which we invest are “static”; that is, no reinvestment is permitted, and there is no active management of the underlying assets. In determining the fair value of the assets and liabilities of the VIE, we maximize the use of observable inputs over unobservable inputs. As a result, the methods and inputs we use in measuring the fair value of the assets and liabilities of our VIEs affect our earnings only to the extent of their impact on our direct investment in the VIEs.

Goodwill Impairment

Our goodwill at June 30, 2021 of $259.8 million represents the excess of consideration transferred over the fair value of net assets acquired in connection with the acquisitions of LNR in April 2013 and the Infrastructure Lending Segment in September ~~30, 2020.~~2018 and October 2018. In testing goodwill for impairment, we follow ASC 350,

Intangibles—Goodwill and Other

, which permits a qualitative assessment of whether it is more likely than not that the fair value of a reporting unit is less than its carrying value including goodwill. If the qualitative assessment determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying value including goodwill, then no impairment is determined to exist for the reporting unit. However, if the qualitative assessment determines that it is more likely than not that the fair value of the reporting unit is less than its carrying value including goodwill, or we choose not to perform the qualitative assessment, then we compare the fair value of that reporting unit with its carrying value, including goodwill, in a quantitative assessment. If the carrying value of a reporting unit exceeds its fair value, goodwill is considered impaired with the impairment loss measured as the excess of the reporting unit’s carrying value (inclusive of goodwill) over its fair value.

~~105~~

Based on our qualitative assessment during the fourth quarter of 2020, we believe that the Investing and Servicing Segment reporting unit to which the LNR acquisition goodwill was attributed is not currently at risk of failing a quantitative assessment. This qualitative assessment required judgment to be applied in evaluating the effects of multiple factors, including actual and projected financial performance of the reporting unit, macroeconomic conditions, industry and market conditions, and relevant entity specific events in determining whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount, including goodwill.

Based on our quantitative assessment during the fourth quarter of 2020, we determined that the fair value of the Infrastructure Lending Segment reporting unit to which goodwill is attributed exceeded its carrying value including goodwill. This quantitative assessment required judgment to be applied in determining the fair value of our equity in the Infrastructure Lending Segment, which included estimates of future cash flows, terminal equity multiple and market discount rate.

Recent Accounting Developments

Refer to Note 2 to the Condensed Consolidated Financial Statements for a discussion of recent accounting developments and the expected impact to the Company.

100

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Item 3.

~~Item 3.~~ Quantitative and QualitativeDisclosures About Market Risk

We seek to manage our risks related to the credit quality of our assets, interest rates, liquidity, prepayment speeds and market value while, at the same time, seeking to provide an opportunity to stockholders to realize attractive risk-adjusted returns through ownership of our capital stock. While we do not seek to avoid risk completely, we believe the risk can be quantified from historical experience and seek to actively manage that risk, to earn sufficient compensation to justify taking those risks and to maintain capital levels consistent with the risks we undertake. Our strategies for managing risk and our exposure to such risks, as described in Item 7A of our Form 10-K, have not changed materially since December 31, ~~2019~~2020 except as described below. ~~However, many of those risks have been magnified due to the continuing economic disruptions caused by the COVID-19 pandemic.~~

Credit Risk

Our loans and investments are subject to credit risk. The performance and value of our loans and investments depend upon the owners’ ability to operate the properties that serve as our collateral so that they produce cash flows adequate to pay interest and principal due to us. To monitor this risk, our asset management team reviews our investment portfolios and is in regular contact with our borrowers, monitoring performance of the collateral and enforcing our rights as necessary.

We seek to further manage credit risk associated with our Investing and Servicing Segment loans held-for-sale through the purchase of credit index instruments. The following table presents our credit index instruments as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 (dollars in thousands):

Face Value of

Aggregate Notional Value of

Number of

Loans Held-for-Sale

Credit Index Instruments

Credit Index Instruments
September 30, 2020

$
266,370

$
69,000

4
December 31, 2019

$
160,635

$
89,000

5

The COVID-19 pandemic has significantly impacted the commercial real estate markets, causing reduced occupancy, requests from tenants for rent deferral or abatement, and delays in construction and development and infrastructure projects currently planned or underway. These negative conditions have continued, and may continue into the future and impair our borrowers’ ability to pay principal and interest due to us under our loan agreements and our tenants’ ability to pay rent under various lease arrangements.

As discussed above, our asset management team reviews our investment portfolios and is in regular contact with our borrowers, monitoring performance of the collateral and enforcing our rights as necessary. We have utilized these relationships to address the potential impacts of the COVID-19 pandemic to the assets which secure our loans, particularly hospitality assets. Some of our borrowers have indicated that due to the impact of the COVID-19 pandemic, they will be unable to timely execute their business plans, have had to temporarily close their businesses, or have experienced other negative business consequences which have led to cash flow pressures at the underlying properties. In some cases, these borrowers have requested temporary interest deferral or forbearance, or other modifications of their loans.

Discussions we have had with our borrowers and tenants have addressed potential near-term defensive loan or lease modifications, which could include repurposing of reserves, temporary deferrals of interest, or performance test or covenant waivers on loans collateralized by assets directly impacted by the COVID-19 pandemic.

As discussed above, we have granted loan modifications to certain of our borrowers. Although we continue to believe that the principal amounts of our assets are generally adequately protected by underlying collateral value, there is a risk that we will not realize the entire principal value of certain investments.

~~Capital Market Risk~~

We are exposed to risks related to the equity capital markets and our related ability to raise capital through the issuance of our common stock or other equity instruments. We are also exposed to risks related to the debt capital markets, and our related ability to finance our business through borrowings under repurchase obligations or other debt

~~106~~


	Face Value of Loans Held-for-Sale		Aggregate Notional Value of Credit Index Instruments		Number of Credit Index Instruments
June 30, 2021	$	131,980	$	49,000	3
December 31, 2020	$	90,789	$	69,000	4

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instruments. As a REIT, we are required to distribute a significant portion of our taxable income annually, which constrains our ability to accumulate operating cash flow and therefore requires us to utilize debt or equity capital to finance our business. We seek to mitigate these risks by monitoring the debt and equity capital markets to inform our decisions on the amount, timing and terms of capital we raise.

The COVID-19 pandemic has also resulted in extreme volatility in a variety of global markets, including the real estate-related debt markets. We may receive margin calls from our lenders as a result of the decline in the market value of the loans or other assets pledged by us to our lenders under our repurchase agreements and warehouse credit facilities, and if we fail to resolve such margin calls when due by payment of cash or delivery of additional collateral, the lenders may exercise remedies including demanding payment by us of our aggregate outstanding financing obligations and/or taking ownership of the loans or other assets securing the applicable obligations.

Interest Rate Risk

Interest rates are highly sensitive to many factors, including fiscal and monetary policies and domestic and international economic and political considerations, as well as other factors beyond our control. We are subject to interest rate risk in connection with our investments and the related financing obligations. In general, we seek to match the interest rate characteristics of our investments with the interest rate characteristics of any related financing obligations such as repurchase agreements, bank credit facilities, term loans, revolving facilities and securitizations. In instances where the interest rate characteristics of an investment and the related financing obligation are not matched, we mitigate such interest rate risk through the utilization of interest rate derivatives of the same duration. The following table presents financial instruments where we have utilized interest rate derivatives to hedge interest rate risk and the related interest rate derivatives as of ~~September~~June 30, ~~2020~~2021 and December 31, ~~2019~~2020 (dollars in thousands):

Aggregate Notional


Face Value of

Value of Interest

Number of Interest

Hedged Instruments

Rate Derivatives

Rate Derivatives

Instrument hedged as of September 30, 2020

Loans held-for-sale

1,008,476

566,400

47

RMBS, available-for-sale

260,260

421,000

4

CMBS, fair value option

130,934

71,000

2

HTM debt securities

17,082

17,082

1

Secured financing agreements

925,317

1,631,573

24

Unsecured senior notes

1,000,000

970,000

2

$
3,342,069

$
3,677,055

80

Instrument hedged as of December 31, 2019

Loans held-for-investment, residential

$
654,925

$
169,200

8

Loans held-for-sale

747,779

344,900

24

RMBS, available-for-sale

278,853

85,000

2

HTM debt securities

18,784

18,784

1

Secured financing agreements

693,496

1,423,881

14

Unsecured senior notes

1,000,000

970,000

2

$
3,393,837

$
3,011,765

51

~~107~~


	Face Value of Loans Held-for-Sale		Aggregate Notional Value of Credit Index Instruments		Number of Credit Index Instruments
Instrument hedged as of June 30, 2021
Loans held-for-sale	$	610,756	$	1,104,800	21
RMBS, available-for-sale	237,661		85,000		2
CMBS, fair value option	115,616		71,000		2
HTM debt securities	15,487		15,487		1
Secured financing agreements	932,047		1,581,335		22
Unsecured senior notes	500,000		470,000		1
	$	2,411,567	$	3,327,622	49
Instrument hedged as of December 31, 2020
Loans held-for-sale	$	911,596	$	557,000	25
RMBS, available-for-sale	252,738		421,000		4
CMBS, fair value option	125,985		71,000		2
HTM debt securities	16,554		16,554		1
Secured financing agreements	1,008,909		1,633,357		24
Unsecured senior notes	500,000		470,000		1
	$	2,815,782	$	3,168,911	57

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The following table summarizes the estimated annual change in net investment income for our variable rate investments and our variable rate debt assuming increases or decreases in LIBOR or other applicable index rates and adjusted for the effects of our interest rate hedging activities (amounts in thousands, except per share data):


Income (Expense) Subject to Interest Rate Sensitivity	Variable rate investments and indebtedness (1)		1.0% Increase		0.5% Increase		0.5% Decrease		1.0% Decrease
Investment income from variable rate investments	$	12,679,378	$	65,151	$	27,374	$	(3,520)	$	(3,647)
Interest expense from variable rate debt, net of interest rate derivatives	(8,495,973)		(88,609)		(42,906)		5,371		2,402
Net investment income from variable rate instruments	$	4,183,405	$	(23,458)	$	(15,532)	$	1,851	$	(1,245)
Impact per diluted shares outstanding			$	(0.08)	$	(0.05)	$	0.01	$	—

Variable rate








investments and

1.0%

0.5%

0.5%

1.0%
Income (Expense) Subject to Interest Rate Sensitivity

indebtedness (1)

Increase

Increase

Decrease

Decrease
Investment income from variable rate investments

$
10,562,374

$
40,504

$
16,251

$
(4,176)

$
(4,303)
Interest expense from variable rate debt, net of interest rate derivatives

(7,266,674)

(78,864)

(38,941)

11,425

12,724
Net investment income from variable rate instruments

$
3,295,700

$
(38,360)

$
(22,690)

$
7,249

$
8,421
Impact per diluted shares outstanding

$
(0.13)

$
(0.08)

$
0.03

$
0.03

(1)Includes the notional value of interest rate derivatives.

~~LIBOR Transition Risk~~

In July 2017, the United Kingdom’s Financial Conduct Authority (the authority that regulates LIBOR) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. There is currently no certainty regarding the future utilization of LIBOR or of any particular replacement rate (although the secured overnight financing rate has been proposed as an alternative to U.S.-dollar LIBOR). As indicated in the Interest Rate Risk section above, a substantial portion of our loans, investment securities, borrowings and interest rate derivatives are indexed to LIBOR or similar reference rates. Market participants anticipate that financial instruments tied to LIBOR will require transition to an alternative reference rate if LIBOR is no longer available. Our LIBOR-based loan agreements and borrowing arrangements generally specify alternative reference rates such as the prime rate and federal funds rate, respectively. The potential effect of the discontinuation of LIBOR on our interest income and expense cannot yet be determined and any changes to benchmark interest rates could increase our financing costs and/or result in mismatches between the interest rates of our investments and the corresponding financings.

Foreign Currency Risk

We intend to hedge our currency exposures in a prudent manner. However, our currency hedging strategies may not eliminate all of our currency risk due to, among other things, uncertainties in the timing and/or amount of payments received on the related investments, and/or unequal, inaccurate, or unavailable hedges to perfectly offset changes in future exchange rates. Additionally, we may be required under certain circumstances to collateralize our currency hedges for the benefit of the hedge counterparty, which could adversely affect our liquidity.

Consistent with our strategy of hedging foreign currency exposure on certain investments, we typically enter into a series of forwards to fix the U.S. dollar amount of foreign currency denominated cash flows (interest income, rental income and principal payments) we expect to receive from our foreign currency denominated investments. Accordingly, the notional values and expiration dates of our foreign currency hedges approximate the amounts and timing of future payments we expect to receive on the related investments.

~~108~~

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The following table represents our current currency hedge exposure as it relates to our investments denominated in foreign currencies, along with the aggregate notional amount of the hedges in place (amounts in thousands except for number of contracts) using the ~~September~~June 30, ~~2020~~2021 GBP closing rate of ~~1.2916,~~1.3827, EUR closing rate of ~~1.1722~~1.1858 and AUD closing rate of ~~0.7161.~~

Carrying Value of Net Investment

Local Currency

Number of
Foreign Exchange Contracts

Aggregate Notional Value of Hedges Applied

Expiration Range of Contracts
$
78,924

AUD

12

$
86,564

November 2021

18,356

GBP

9

27,287

October 2020 – December 2023

24,346

EUR

124

22,581

October 2020 – October 2021

29,805

GBP

1

36,727

July 2023

79,284

GBP

22

83,212

October 2020 – January 2022

59,075

EUR

39

64,005

November 2020 – March 2023

28,275

EUR

48

31,555

November 2020 – August 2022

109,658

GBP

20

119,540

October 2020 – January 2024

73,481

GBP

16

60,557

April 2021

5,794

EUR

8

7,191

November 2020 – July 2022

11,692

GBP

8

14,479

November 2020 – July 2022

76

AUD

1

4,055

August 2021

24,478

EUR

24

31,434

November 2020 – June 2023

39,553

EUR

11

60,752

November 2020 – November 2022

40,834

EUR

21

50,374

December 2020 – November 2025

11,074

EUR

7

14,954

November 2020-November 2023

46,268

GBP

17

61,098

November 2020-May 2024

57,681

GBP

20

67,135

November 2020 – November 2021

11,217

EUR

8

13,068

June 2022

10,058

GBP

7

12,956

December 2020 – April 2022
$
759,929

423

$
869,524

~~Real Estate Risk~~

The market values of commercial and residential mortgage assets are subject to volatility and may be affected adversely by a number of factors, including, but not limited to, the impacts of the COVID-19 pandemic discussed above, national, regional and local economic conditions (which may be adversely affected by industry slowdowns and other factors); local real estate conditions; changes or continued weakness in specific industry segments; construction quality, age and design; demographic factors; and retroactive changes to building or similar codes. In addition, decreases in property values reduce the value of the collateral and the potential proceeds available to a borrower to repay the underlying loans, which could also cause us to suffer losses.

0.7498.

~~109~~


Carrying Value of Net Investment		Local Currency	Number of Foreign Exchange Contracts	Aggregate Notional Value of Hedges Applied		Expiration Range of Contracts
$	19,845	GBP	6	$	27,270	July 2021 - December 2023
42,246		GBP	3	48,467		July 2021 - July 2023
23,660		EUR	25	23,866		July 2021 - April 2022
54,408		EUR	11	66,214		July 2021 - November 2023
101,113		GBP	22	96,177		July 2021 - August 2022
63,873		EUR	32	66,848		August 2021 - March 2023
52,848		GBP	18	65,385		August 2021 - May 2024
28,952		GBP	11	38,330		July 2021 - January 2024
3,192		GBP	4	7,784		July 2021 - October 2021
28,783		EUR	30	28,965		August 2021 - August 2022
83,923		GBP	1	83,923		July 2021
118,153		GBP	37	163,558		July 2021 - January 2024
5,330		EUR	5	6,773		August 2021 - July 2022
330		GBP	15	28,221		August 2021 - July 2022
119,845		GBP	10	166,411		August 2021 - November 2023
4,276		AUD	1	4,246		August 2021
17,979		EUR	18	21,151		August 2021 - June 2023
34,151		EUR	15	65,056		August 2021 - November 2022
41,356		EUR	20	49,233		September 2021 - November 2025
12,001		EUR	4	14,796		August 2021 - November 2023
62,927		GBP	8	66,469		August 2021 - November 2021
146,767		AUD	21	152,179		November 2021 - June 2022
21,041		EUR	15	22,827		June 2022 - April 2023
11,880		GBP	4	13,254		September 2021 - April 2022
$	1,098,879		336	$	1,327,403

~~Table of Contents~~

Item 4. Controls and ~~Procedures~~.

Procedures.

Disclosure Controls and Procedures. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer, as appropriate, to allow timely decisions regarding required disclosures.

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting. No change in internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) occurred during the quarter ended ~~September~~June 30, ~~2020~~2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~110~~

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PART II—OTHER ~~INFORMATIO~~N

INFORMATION

Item 1. Legal Proceedings.

Currently, no material legal proceedings are pending or, to our knowledge, threatened or contemplated against us, that could have a material adverse effect on our business, financial position or results of operations.

Item 1A. Risk ~~Factor~~s.

~~Except as set forth below, there~~Factors.

There have been no material changes to the risk factors previously disclosed in our Form 10-K.

~~Risks Related to Our Company~~

The global COVID-19 pandemic is having, and will likely continue to have, an adverse impact on our operations and financial performance, as well as on the operations and financial performance of many of the borrowers underlying our real estate-related assets and tenants of our owned properties. We are unable to predict the extent to which the pandemic and related impacts will continue to adversely impact our business, financial condition, results of operations, liquidity, the market price of our common stock and our ability to make distributions to our stockholders.

Our operations and financial performance have been negatively impacted by the COVID-19 pandemic that has caused, and is expected to continue to cause, the global slowdown of economic activity and significant volatility and disruption of financial markets. Because the severity, magnitude and duration of the COVID-19 pandemic and its economic consequences are uncertain, rapidly changing and difficult to predict, the pandemic’s impact on our business, financial condition, results of operations, liquidity, the market price of our common stock and our ability to make distributions to our stockholders, remains uncertain and difficult to predict. Further, the ultimate impact of the COVID-19 pandemic on our business, financial condition, results of operations, liquidity, the market price of our common stock and our ability to make distributions to our stockholders depends on many factors that are not within our control, including, but not limited, to: governmental, business and individuals’ actions that have been and continue to be taken in response to the pandemic (including quarantine and “stay-at-home” orders, restrictions on travel and transport, school closures, limits on the operations of non-essential businesses and other workforce pressures); the impact of the pandemic, and actions taken in response thereto, on global and regional economies and economic activity, including concerns regarding additional surges of the pandemic or the expansion of the economic impact thereof as a result of certain jurisdictions “re-opening” or otherwise lifting certain restrictions prematurely; the availability of U.S. federal, state, local or non-U.S. funding programs aimed at supporting the economy during the COVID 19-pandemic, including uncertainties regarding the potential implementation of new or extended programs; general economic uncertainty in key global markets and financial market volatility; global economic conditions and levels of economic growth; and the pace of recovery when the COVID-19 pandemic subsides.

The COVID-19 pandemic and “stay-at-home” and other measures implemented to prevent its spread and any extended period of economic slowdown or recession could have a material adverse effect on our business, financial condition, results of operations, liquidity, the market price of our common stock and our ability to make distributions to our stockholders, among other matters. We expect that these adverse effects are likely to continue as long as the outbreak persists and potentially even longer. ~~Although it is difficult to predict the magnitude of the business and economic implications, the COVID-19 outbreak could affect us in various ways, including, among other factors:~~

●

~~the decline in the value of commercial and residential real estate, which negatively impacts the value of our investments, potentially materially.~~

●

the negative impact on the financial stability of borrowers underlying our real estate-related assets and infrastructure loans, which is expected to increase significantly the number of borrowers who become delinquent or default on their loans, or who seek to defer payment on, or refinance, their loans. Assets relating to certain property types are more likely to experience particular stress as a result of the impact of COVID-19, including in particular assets secured by hotel, multifamily and retail properties. The borrowers underlying these assets, and the tenants at such properties, are facing operational and financial hardships resulting from the

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~~Table of Contents~~

spread of COVID-19 and related governmental measures. For example, certain of the hotel and retail properties securing our assets were or continue to be required to temporarily close or limit their operations significantly as a result of COVID-19 and related governmental measures, which has had a material adverse effect on the businesses of the applicable borrowers. If the disruptions caused by the COVID-19 pandemic continue and the restrictions put in place are not lifted, the businesses of such borrowers, and the tenants at such properties, could continue to suffer materially or such borrowers and tenants could become insolvent.

We have been engaged in discussions with our borrowers, some of whom have indicated that, due to the impact of the COVID-19 pandemic, they have been unable to timely execute their business plans, have had to temporarily close their businesses or have experienced other negative business consequences and have requested or indicated that they will be requesting interest or principal deferral or other modifications of their loans. We therefore anticipate more frequent modifications of our loans and potentially instances of default or foreclosure on assets underlying our loans.

To the extent that borrowers that have been negatively impacted by the COVID-19 pandemic do not timely remit payments of principal and interest relating to their respective real estate-related assets, the value of such assets will likely be impaired, potentially materially. Failure to receive interest when due may adversely affect our liquidity and therefore our ability to fund our operations or address maturing liabilities on a timely basis.

●

we may receive margin calls from our lenders as a result of the decline in the market value of the loans or other assets pledged by us to our lenders under our repurchase agreements and warehouse credit facilities, and if we fail to resolve such margin calls when due by payment of cash or delivery of additional collateral, the lenders may exercise remedies including demanding payment by us of our aggregate outstanding financing obligations and/or taking ownership of the loans or other assets securing the applicable obligations. We may not have the funds available to repay such financing obligations, and we may be unable to raise the funds from alternative sources on favorable terms or at all. Forced sales of the loans or other assets that secure our financing obligations in order to pay outstanding financing obligations may be on terms less favorable to us than might otherwise be available in a regularly functioning market and could result in deficiency judgments and other claims against us.

●

the adverse effect on the financial stability of the tenants in the retail and multifamily properties that we own, which is expected to negatively impact the ability of such tenants to make their rental payments to us on a timely basis or at all. To the extent the number of tenants who are unable to make timely rental payments to us increases significantly, the value of these property investments will likely be impaired, potentially materially. In addition, as a result of the foregoing, these properties may not generate sufficient funds to pay principal and interest on the mortgage loans secured by such properties or may otherwise fail to satisfy financial covenants applicable under the terms of such loans. In this regard, we may enter into agreements with certain of our tenants to allow, among other items, for a deferral of some portion of the rent owed to us for an agreed-upon period of time. Failure to receive rent when due may adversely affect our liquidity and therefore our ability to fund our operations or address maturing liabilities on a timely basis.

●

if we fail to meet or satisfy any of the covenants in our repurchase agreements, warehouse credit facilities or other financing arrangements as a result of the impact of the COVID-19 pandemic, we would be in default under these agreements, which could result in a cross-default or cross-acceleration under other financing arrangements, and our lenders could elect to declare outstanding amounts due and payable (or such amounts may automatically become due and payable), terminate their commitments, require the posting of additional collateral and enforce their respective interests against existing collateral.

●

~~as a result of the decline in the market value of the loans in our collateralized loan obligation (the “CLO”),~~ we may not meet certain interest coverage tests, overcollateralization coverage tests or other tests that could result in a change in the priority of distributions, which could result in the reduction or elimination of distributions to the subordinate debt and equity tranches we own until the tests have been met or certain senior classes of securities have been paid in full. Accordingly, we may experience a reduction in our cash flow from those interests which ~~may adversely affect our liquidity and therefore our ability to fund our operations or address maturing liabilities on a timely basis.~~

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~~Table of Contents~~

●

difficulty accessing debt and equity capital on attractive terms, or at all, and a severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions, which may adversely affect our access to capital necessary to fund our operations or address maturing liabilities on a timely basis, as well as the ability of borrowers underlying our real estate-related assets and infrastructure loans, or of tenants of the properties we own, to meet their obligations to us.

The adverse impact of the COVID-19 pandemic could adversely affect our liquidity position and could limit our ability to grow our business and fully execute our business strategy. We expect to preserve and build our liquidity to best position the Company to weather near-term market uncertainty, satisfy our loan future funding and financing obligations and to potentially make opportunistic new investments, which will cause us to take some or all of the following actions: raise capital from offerings of securities, borrow additional capital, sell assets, pay our management and incentive fees in shares of our common stock (as was done for the quarter ended March 31, 2020) and/or change our dividend practice, including by reducing the amount of, or temporarily suspending, our future dividends or paying our future dividends in kind for some period of time.

●

~~uncertainties created by the COVID-19 pandemic may make it difficult to estimate provisions for loan losses.~~

●

a general decline in business activity and demand for mortgage financing, servicing and other real estate and real estate-related transactions, which could adversely affect our ability to source attractive investments or to redeploy the proceeds from repayments of our existing investments.

●

temporary, prolonged or permanent changes involving our investment activities; to the extent we elect or are required to limit or be more selective in making investments, we may strain our relationships or reputation with borrowers, business partners and counterparties, breach actual or perceived obligations to them, or be subject to litigation and claims from such borrowers, business partners and counterparties.

●

~~prolonged closures of, or other operational issues at, properties that secure our investments, or properties that we own.~~

●

the long-term impact on the market for office properties in the event a significant number of businesses determine to continue to utilize large-scale work-from-home policies as the COVID-19 pandemic continues and thereafter.

●

government-mandated moratoriums on the construction, development or redevelopment of properties underlying our construction or rehabilitation loans, or with respect to infrastructure projects, may prevent the completion, on a timely basis or at all, of such projects. The repayment of construction or rehabilitation loans often depends on the borrower’s ability to secure permanent “take-out” financing, which requires the successful completion of construction and stabilization of the project, or operation of the property with an income stream sufficient to meet operating expenses. Similarly, because the loan structure for project finance relies primarily on the underlying project’s cash flows for repayment, the ability of the project company to repay a project finance loan is dependent upon the successful development, construction and/or operation of such project rather than upon the existence of independent income or assets of the project company. Accordingly, if a project cannot be completed on a timely basis or at all as a result of the COVID-19 pandemic ~~and related governmental measures, the ability to repay the applicable loan will likely be impaired. In addition,~~ ~~certain of such projects may rely on tax credits which may be available only if construction is completed by certain deadlines, which may not be met because of such moratoriums.~~

To the extent the COVID-19 pandemic adversely affects our business, financial condition, results of operations, liquidity, the market price of our common stock and our ability to make distributions to our stockholders, it may also have the effect of heightening many of the other risks described in the Form 10-K under the heading “Risk Factors.”

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~~Table of Contents~~

Item 2. Unregistered Sales of EquitySecurities and Use of Proceeds.

There were no unregistered sales of securities during the three months ended ~~September~~June 30, ~~2020.~~

2021.

Issuer Purchases of Equity Securities

There were no purchases of common stock during the three months ended ~~September~~June 30, ~~2020.~~

2021.

Item 3. Defaults Upon Senior ~~Securitie~~s.

Securities.

None.

Item 4. Mine Safety ~~Disclosures~~.

Disclosures.

Not applicable.

Item 5. Other ~~Information~~.

~~None.~~

Information.

~~114~~

None.

104

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Item 6. Exhibits.

(a)

Index to Exhibits

INDEX TO EXHIBITS

~~(a)~~

~~Index to Exhibits~~

~~INDEX TO EXHIBITS~~


Exhibit No.						Description

31.1						Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

31.2						Certification pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002

32.1						Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2						Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS						XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH						Inline XBRL Taxonomy Extension Schema Document

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	STARWOOD PROPERTY TRUST, INC.

Date: ~~November~~August 5, ~~2020~~ 2021	By:	/s/ BARRY S. STERNLICHT
		Barry S. Sternlicht Chief Executive Officer Principal Executive Officer

Date: ~~November~~August 5, ~~2020~~ 2021	By:	/s/ RINA PANIRY
		Rina Paniry Chief Financial Officer, Treasurer, Chief Accounting Officer and Principal Financial Officer

~~116~~

106


	As of		As of
	September 30, 2020		December 31, 2019
Assets:
Cash and cash equivalents	$	379,870	$	478,388
Restricted cash		131,336		95,643
Loans held-for-investment, net of credit loss allowances of $109,747 and $33,415 ($256,407 and $671,572 held at fair value)		10,918,652		10,586,074
Loans held-for-sale ($1,012,673 and $764,622 held at fair value)		1,012,673		884,150
Investment securities, net of credit loss allowances of $6,425 and $0 ($203,817 and $239,600 held at fair value)		745,113		810,238
Properties, net		2,207,822		2,266,440
Intangible assets ($14,589 and $16,917 held at fair value)		74,139		85,700
Investment in unconsolidated entities		104,384		84,329
Goodwill		259,846		259,846
Derivative assets		64,825		28,943
Accrued interest receivable		78,030		64,087
Other assets		163,474		211,323
Variable interest entity (“VIE”) assets, at fair value		64,477,475		62,187,175
Total Assets	$	80,617,639	$	78,042,336
Liabilities and Equity
Liabilities:
Accounts payable, accrued expenses and other liabilities	$	201,491	$	212,006
Related-party payable		22,096		40,925
Dividends payable		138,264		137,427
Derivative liabilities		13,452		8,740
Secured financing agreements, net		9,615,892		8,906,048
Collateralized loan obligations, net		929,931		928,060
Unsecured senior notes, net		1,934,555		1,928,622
VIE liabilities, at fair value		62,876,265		60,743,494
Total Liabilities		75,731,946		72,905,322
Commitments and contingencies (Note 21)
Equity:
Starwood Property Trust, Inc. Stockholders’ Equity:
Preferred stock, $0.01 per share, 100,000,000 shares authorized, 0 shares issued and outstanding		—		—
Common stock, $0.01 per share, 500,000,000 shares authorized, 291,787,327 issued and 284,681,766 outstanding as of September 30, 2020 and 287,380,891 issued and 282,200,751 outstanding as of December 31, 2019		2,918		2,874
Additional paid-in capital		5,200,716		5,132,532
Treasury stock (7,105,561 shares and 5,180,140 shares)		(133,024)		(104,194)
Accumulated other comprehensive income		42,285		50,932
Accumulated deficit		(599,014)		(381,719)
Total Starwood Property Trust, Inc. Stockholders’ Equity		4,513,881		4,700,425
Non-controlling interests in consolidated subsidiaries		371,812		436,589
Total Equity		4,885,693		5,137,014
Total Liabilities and Equity	$	80,617,639	$	78,042,336


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Revenues:
Interest income from loans	$	169,404	$	172,030	$	557,934	$	546,912
Interest income from investment securities		12,186		16,676		42,070		56,853
Servicing fees		9,548		14,333		20,999		47,774
Rental income		75,978		84,654		222,834		255,784
Other revenues		311		637		1,756		2,668
Total revenues		267,427		288,330		845,593		909,991
Costs and expenses:
Management fees		23,127		30,238		86,970		76,227
Interest expense		95,981		123,156		317,499		387,954
General and administrative		39,478		39,766		110,857		112,274
Acquisition and investment pursuit costs		884		163		3,383		579
Costs of rental operations		29,522		31,568		87,368		91,874
Depreciation and amortization		23,581		28,269		70,982		86,075
Credit loss (reversal) provision, net		(3,587)		(39)		55,284		3,242
Other expense		172		123		662		1,777
Total costs and expenses		209,158		253,244		733,005		760,002
Other income (loss):
Change in net assets related to consolidated VIEs		58,585		61,767		64,353		164,761
Change in fair value of servicing rights		634		(625)		(2,328)		(2,308)
Change in fair value of investment securities, net		(199)		266		3,132		995
Change in fair value of mortgage loans, net		61,384		32,521		79,700		65,678
Earnings (loss) from unconsolidated entities		3,192		2,747		32,065		(31,636)
Gain on sale of investments and other assets, net		—		21,157		6,768		28,157
(Loss) gain on derivative financial instruments, net		(28,097)		21,933		(34,485)		19,694
Foreign currency gain (loss), net		25,452		(15,664)		(1,861)		(17,134)
Loss on extinguishment of debt		—		(4,624)		(2,377)		(10,738)
Other income (loss), net		357		(50)		687		(123)
Total other income		121,308		119,428		145,654		217,346
Income before income taxes		179,577		154,514		258,242		367,335
Income tax provision		(14,843)		(4,513)		(6,816)		(8,380)
Net income		164,734		150,001		251,426		358,955
Net income attributable to non-controlling interests		(12,900)		(9,605)		(26,705)		(21,160)
Net income attributable to Starwood Property Trust, Inc.	$	151,834	$	140,396	$	224,721	$	337,795

Earnings per share data attributable to Starwood Property Trust, Inc.:
Basic	$	0.53	$	0.50	$	0.79	$	1.20
Diluted	$	0.52	$	0.49	$	0.79	$	1.19


													Total
													Starwood
											Accumulated		Property
	Common stock			Additional							Other		Trust, Inc.		Non-
		Par		Paid-in		Treasury Stock			Accumulated		Comprehensive		Stockholders’		Controlling		Total
	Shares	Value		Capital		Shares	Amount		Deficit		Income		Equity		Interests		Equity
Balance, June 30, 2020	291,573,083	$	2,916	$	5,193,572	7,105,561	$	(133,024)	$	(614,093)	$	42,866	$	4,492,237	$	372,559	$	4,864,796
Proceeds from DRIP Plan	34,309		1		520	—		—		—		—		521		—		521
Redemption of Class A Units	—		—		418	—		—		—		—		418		(1,703)		(1,285)
Equity offering costs	—		—		(54)	—		—		—		—		(54)		—		(54)
Share-based compensation	179,935		1		6,260	—		—		—		—		6,261		—		6,261
Net income	—		—		—	—		—		151,834		—		151,834		12,900		164,734
Dividends declared, $0.48 per share	—		—		—	—		—		(136,755)		—		(136,755)		—		(136,755)
Other comprehensive loss, net	—		—		—	—		—		—		(581)		(581)		—		(581)
VIE non-controlling interests	—		—		—	—		—		—		—		—		12		12
Contributions from non-controlling interests	—		—		—	—		—		—		—		—		251		251
Distributions to non-controlling interests	—		—		—	—		—		—		—		—		(12,207)		(12,207)
Balance, September 30, 2020	291,787,327	$	2,918	$	5,200,716	7,105,561	$	(133,024)	$	(599,014)	$	42,285	$	4,513,881	$	371,812	$	4,885,693

Balance, June 30, 2019	286,451,361	$	2,864	$	5,103,771	5,180,140	$	(104,194)	$	(421,858)	$	57,124	$	4,637,707	$	265,544	$	4,903,251
Proceeds from DRIP Plan	10,751		—		253	—		—		—		—		253		—		253
Redemption of Class A Units for common stock	219,831		2		4,695	—		—		—		—		4,697		(4,697)		—
Equity offering costs	—		—		(19)	—		—		—		—		(19)		—		(19)
Share-based compensation	435,216		5		12,971	—		—		—		—		12,976		—		12,976
Net income	—		—		—	—		—		140,396		—		140,396		9,605		150,001
Dividends declared, $0.48 per share	—		—		—	—		—		(136,067)		—		(136,067)		—		(136,067)
Other comprehensive loss, net	—		—		—	—		—		—		(4,747)		(4,747)		—		(4,747)
VIE non-controlling interests	—		—		—	—		—		—		—		—		(2,615)		(2,615)
Contributions from non-controlling interests	—		—		—	—		—		—		—		—		658		658
Distributions to non-controlling interests	—		—		—	—		—		—		—		—		(10,677)		(10,677)
Balance, September 30, 2019	287,117,159	$	2,871	$	5,121,671	5,180,140	$	(104,194)	$	(417,529)	$	52,377	$	4,655,196	$	257,818	$	4,913,014


							Weighted
					Weighted		Average Life
	Carrying		Face		Average		(“WAL”)
September 30, 2020	Value		Amount		Coupon (1)		(years)(2)
Loans held-for-investment:
Commercial loans:
First mortgages (3)	$	8,525,273	$	8,548,916	5.3	%	1.6
Subordinated mortgages (4)		69,835		70,979	8.8	%	3.0
Mezzanine loans (3)		588,116		587,223	10.3	%	1.6
Other		30,548		34,043	8.9	%	2.0
Total commercial loans		9,213,772		9,241,161
Infrastructure first priority loans (6)		1,558,220		1,578,030	4.2	%	4.3
Residential mortgage loans, fair value option (5)		256,407		249,323	6.2	%	3.4
Total loans held-for-investment		11,028,399		11,068,514
Loans held-for-sale:
Residential, fair value option (5)		747,654		742,106	6.0	%	3.4
Commercial, fair value option		265,019		266,370	4.1	%	10.0
Total loans held-for-sale		1,012,673		1,008,476
Total gross loans		12,041,072	$	12,076,990
Credit loss allowances:
Commercial loans held-for-investment		(95,595)
Infrastructure loans held-for-investment		(14,152)
Total allowances		(109,747)
Total net loans	$	11,931,325

December 31, 2019
Loans held-for-investment:
Commercial loans:
First mortgages (3)	$	7,928,026	$	7,962,788	5.8	%	2.0
Subordinated mortgages (4)		75,724		77,055	8.8	%	3.4
Mezzanine loans (3)		484,164		484,408	11.0	%	1.9
Other		62,555		66,525	8.2	%	1.6
Total commercial loans		8,550,469		8,590,776
Infrastructure first priority loans		1,397,448		1,416,164	5.6	%	4.9
Residential mortgage loans, fair value option		671,572		654,925	6.1	%	3.8
Total loans held-for-investment		10,619,489		10,661,865
Loans held-for-sale:
Residential, fair value option		605,384		587,144	6.2	%	3.9
Commercial, fair value option		159,238		160,635	3.9	%	10.0
Infrastructure, lower of cost or fair value		119,724		121,271	3.3	%	2.1
Total loans held-for-sale		884,346		869,050
Total gross loans		11,503,835	$	11,530,915
Credit loss allowances:
Commercial loans held-for-investment		(33,415)
Infrastructure loans held-for-investment		—
Total held-for-investment allowances		(33,415)
Infrastructure loans held-for-sale with a fair value allowance		(196)
Total allowances		(33,611)
Total net loans	$	11,470,224


	Carrying		Weighted-average
September 30, 2020	Value		Spread Above Index
Commercial loans	$	8,568,112	4.2	%
Infrastructure loans		1,558,220	3.8	%
Total variable rate loans held-for-investment	$	10,126,332	4.1	%


	Term Loans												Revolving Loans		Total		Credit
	Amortized Cost Basis by Origination Year												Amortized Cost		Amortized		Loss
As of September 30, 2020	2020		2019		2018		2017		2016		Prior		Total		Cost Basis		Allowance
Commercial loans:
Credit quality indicator:
LTV < 60%	$	618,232	$	1,084,103	$	977,021	$	1,031,872	$	154,198	$	215,747	$	—	$	4,081,173	$	11,751
LTV 60% - 70%		138,058		1,469,532		1,653,299		35,931		53,450		191,211		—		3,541,481		35,691
LTV > 70%		384,045		582,334		243,452		140,914		—		75,250		—		1,425,995		18,300
Credit deteriorated		—		—		28,986		7,755		—		105,589		—		142,330		29,853
Defeased and other		—		—		—		—		—		22,793		—		22,793		—
Total commercial	$	1,140,335	$	3,135,969	$	2,902,758	$	1,216,472	$	207,648	$	610,590	$	—	$	9,213,772	$	95,595
Infrastructure loans:
Credit quality indicator:
Power	$	—	$	246,675	$	300,909	$	148,159	$	188,331	$	312,176	$	23,413	$	1,219,663	$	7,692
Oil and gas		—		234,119		102,822		—		—		—		1,616		338,557		6,460
Total infrastructure	$	—	$	480,794	$	403,731	$	148,159	$	188,331	$	312,176	$	25,029	$	1,558,220	$	14,152
Residential loans held-for-investment, fair value option																256,407		—
Loans held-for-sale																1,012,673		—
Total gross loans															$	12,041,072	$	109,747


	Funded Commitments Credit Loss Allowance
					Loans
	Loans Held-for-Investment				Held-for-Sale		Total
Nine Months Ended September 30, 2020	Commercial		Infrastructure		Infrastructure		Funded Loans
Credit loss allowance at December 31, 2019	$	33,415	$	—	$	196	$	33,611
Cumulative effect of ASC 326 effective January 1, 2020		10,112		10,328		—		20,440
Credit loss provision (reversal), net		53,110		3,824		(125)		56,809
Charge-offs		(1,042)		—		(71)		(1,113)
Recoveries		—		—		—		—
Credit loss allowance at September 30, 2020	$	95,595	$	14,152	$	—	$	109,747


	Unfunded Commitments Credit Loss Allowance (1)
	Loans Held-for-Investment				HTM Preferred
Nine Months Ended September 30, 2020	Commercial		Infrastructure		Interests (2)		Total
Credit loss allowance at December 31, 2019	$	—	$	—	$	—	$	—
Cumulative effect of ASC 326 effective January 1, 2020		8,348		2,205		—		10,553
Credit loss reversal, net		(3,156)		(664)		—		(3,820)
Credit loss allowance at September 30, 2020	$	5,192	$	1,541	$	—	$	6,733
Memo: Unfunded commitments as of September 30, 2020 (3)	$	1,630,823	$	95,421	$	—	$	1,726,244


	Held-for-Investment Loans
Nine Months Ended September 30, 2020	Commercial		Infrastructure		Residential		Held-for-Sale Loans		Total Loans
Balance at December 31, 2019	$	8,517,054	$	1,397,448	$	671,572	$	884,150	$	11,470,224
Cumulative effect of ASC 326 effective January 1, 2020		(10,112)		(10,328)		—		—		(20,440)
Acquisitions/originations/additional funding		2,090,964		177,247		100,720		1,800,018		4,168,949
Capitalized interest (1)		105,329		48		��		—		105,377
Basis of loans sold (2)		(397,038)		—		(604)		(2,035,770)		(2,433,412)
Loan maturities/principal repayments		(1,148,317)		(96,150)		(76,025)		(75,632)		(1,396,124)
Discount accretion/premium amortization		28,686		1,672		—		110		30,468
Changes in fair value		—		—		(16,565)		96,265		79,700
Unrealized foreign currency translation loss		(15,279)		(38)		—		(1,291)		(16,608)
Credit loss (provision) reversal, net		(53,110)		(3,824)		—		125		(56,809)
Transfer to/from other asset classifications		—		77,993		(422,691)		344,698		—
Balance at September 30, 2020	$	9,118,177	$	1,544,068	$	256,407	$	1,012,673	$	11,931,325


							Loans
							Transferred
	Held-for-Investment Loans						As Secured
Nine Months Ended September 30, 2019	Commercial		Infrastructure		Held-for-Sale Loans		Borrowings		Total Loans
Balance at December 31, 2018	$	7,075,577	$	1,456,779	$	1,187,552	$	74,346	$	9,794,254
Acquisitions/originations/additional funding		2,489,120		387,599		2,731,110		—		5,607,829
Capitalized interest (1)		79,869		—		—		—		79,869
Basis of loans sold (2)		(548,329)		—		(2,164,908)		—		(2,713,237)
Loan maturities/principal repayments		(1,695,388)		(563,736)		(95,262)		(74,692)		(2,429,078)
Discount accretion/premium amortization		22,674		1,173		—		346		24,193
Changes in fair value		1,496		—		64,182		—		65,678
Unrealized foreign currency translation (loss) gain		(37,473)		—		282		—		(37,191)
Credit loss provision, net		(2,046)		—		(1,196)		—		(3,242)
Loan foreclosures		(27,303)		—		—		—		(27,303)
Transfer to/from other asset classifications		279,641		—		(279,641)		—		—
Balance at September 30, 2019	$	7,637,838	$	1,281,815	$	1,442,119	$	—	$	10,361,772


	Carrying Value as of
	September 30, 2020		December 31, 2019
RMBS, available-for-sale	$	170,270	$	189,576
RMBS, fair value option (1)		373,682		147,034
CMBS, fair value option (1), (2)		1,194,191		1,295,363
HTM debt securities, amortized cost net of credit loss allowance of $6,425 and $0		541,296		570,638
Equity security, fair value		10,058		12,664
Subtotal—Investment securities		2,289,497		2,215,275
VIE eliminations (1)		(1,544,384)		(1,405,037)
Total investment securities	$	745,113	$	810,238


	RMBS,		RMBS, fair		CMBS, fair		HTM		Securitization
	available-for-sale		value option		value option		Securities		VIEs (1)		Total
Three Months Ended September 30, 2020
Purchases/fundings	$	—	$	43,083	$	—	$	6,288	$	(43,083)	$	6,288
Principal collections		6,063		12,132		8,265		11,203		(20,185)		17,478
Three Months Ended September 30, 2019
Purchases	$	—	$	52,845	$	10,214	$	—	$	(57,894)	$	5,165
Sales		—		—		49,725		—		(49,725)		—
Principal collections		7,445		4,680		15,859		35,069		(17,196)		45,857


							Unrealized Gains or (Losses)
							Recognized in AOCI
			Credit				Gross		Gross		Net
	Amortized		Loss		Net		Unrealized		Unrealized		Fair Value
	Cost		Allowance		Basis		Gains		Losses		Adjustment		Fair Value
September 30, 2020
RMBS	$	127,921	$	—	$	127,921	$	42,523	$	(174)	$	42,349	$	170,270
December 31, 2019
RMBS	$	138,580		N/A	$	138,580	$	51,310	$	(314)	$	50,996	$	189,576


	Weighted Average Coupon (1)		Weighted Average Rating	WAL (Years) (2)
September 30, 2020
RMBS	1.5	%	B+	5.7
December 31, 2019
RMBS	3.1	%	BB-	5.6


	Estimated Fair Value				Unrealized Losses
	Securities with a		Securities with a		Securities with a		Securities with a
	loss less than		loss greater than		loss less than		loss greater than
	12 months		12 months		12 months		12 months
As of September 30, 2020
RMBS	$	412	$	1,194	$	(45)	$	(129)
As of December 31, 2019
RMBS	$	—	$	1,380	$	—	$	(314)


	Amortized		Credit Loss		Net Carrying		Gross Unrealized		Gross Unrealized
	Cost Basis		Allowance		Amount		Holding Gains		Holding Losses		Fair Value
September 30, 2020
CMBS	$	338,984	$	—	$	338,984	$	—	$	(23,277)	$	315,707
Preferred interests		165,952		(3,453)		162,499		—		(5,550)		156,949
Infrastructure bonds		42,785		(2,972)		39,813		352		(13)		40,152
Total	$	547,721	$	(6,425)	$	541,296	$	352	$	(28,840)	$	512,808

December 31, 2019
CMBS	$	383,473	$	—	$	383,473	$	946	$	(3,001)	$	381,418
Preferred interests		142,012		—		142,012		1,148		(353)		142,807
Infrastructure bonds		45,153		—		45,153		—		(651)		44,502
Total	$	570,638	$	—	$	570,638	$	2,094	$	(4,005)	$	568,727


					Total HTM
	Preferred		Infrastructure		Credit Loss
	Interests		Bonds		Allowance
Nine Months Ended September 30, 2020
Credit loss allowance at December 31, 2019	$	—	$	—	$	—
Cumulative effect of ASC 326 effective January 1, 2020:
Beginning accumulated deficit charge		1,114		179		1,293
Gross-up of PCD bond amortized cost basis		—		2,837		2,837
Credit loss provision, net		2,339		(44)		2,295
Credit loss allowance at September 30, 2020	$	3,453	$	2,972	$	6,425


			Preferred		Infrastructure
	CMBS		Interests		Bonds		Total
Less than one year	$	268,084	$	—	$	2,632	$	270,716
One to three years		70,900		141,000		—		211,900
Three to five years		—		21,499		—		21,499
Thereafter		—		—		37,181		37,181
Total	$	338,984	$	162,499	$	39,813	$	541,296


	Depreciable Life	September 30, 2020		December 31, 2019
Property Segment
Land and land improvements	0 – 15 years	$	484,722	$	484,397
Buildings and building improvements	5 – 45 years		1,689,004		1,687,756
Furniture & fixtures	3 – 7 years		57,894		52,567
Investing and Servicing Segment
Land and land improvements	0 – 15 years		50,789		54,052
Buildings and building improvements	3 – 40 years		175,676		182,048
Furniture & fixtures	2 – 5 years		2,513		2,139
Commercial and Residential Lending Segment (1)
Land and land improvements	0 – 10 years		11,416		11,386
Buildings and building improvements	10 – 23 years		17,424		16,285
Properties, cost			2,489,438		2,490,630
Less: accumulated depreciation			(281,616)		(224,190)
Properties, net		$	2,207,822	$	2,266,440


	Participation /	Carrying value as of
	Ownership % (1)	September 30, 2020		December 31, 2019
Equity method:
Retail Fund	33%	$	—	$	—
Equity interest in a natural gas power plant	10%		24,664		25,862
Investor entity which owns equity in an online real estate company	50%		9,382		9,473
Equity interests in commercial real estate	50%		1,742		1,907
Equity interest in and advances to a residential mortgage originator (2)	N/A		14,139		12,002
Various	25% - 50%		8,595		8,339
			58,522		57,583
Other:
Equity interest in a servicing and advisory business (3)	2%		17,584		—
Investment funds which own equity in a loan servicer and other real estate assets	4% - 6%		7,659		9,225
Various	0% - 2%		20,619		17,521
			45,862		26,746
		$	104,384	$	84,329


	As of September 30, 2020						As of December 31, 2019
	Gross Carrying		Accumulated		Net Carrying		Gross Carrying		Accumulated		Net Carrying
	Value		Amortization		Value		Value		Amortization		Value
Domestic servicing rights, at fair value	$	14,589	$	—	$	14,589	$	16,917	$	—	$	16,917
In-place lease intangible assets		133,244		(90,318)		42,926		135,293		(84,383)		50,910
Favorable lease intangible assets		24,188		(7,564)		16,624		24,218		(6,345)		17,873
Total net intangible assets	$	172,021	$	(97,882)	$	74,139	$	176,428	$	(90,728)	$	85,700


	Domestic		In-place Lease		Favorable Lease
	Servicing		Intangible		Intangible
	Rights		Assets		Assets		Total
Balance as of January 1, 2020	$	16,917	$	50,910	$	17,873	$	85,700
Amortization		—		(7,814)		(1,249)		(9,063)
Sales		—		(170)		—		(170)
Changes in fair value due to changes in inputs and assumptions		(2,328)		—		—		(2,328)
Balance as of September 30, 2020	$	14,589	$	42,926	$	16,624	$	74,139


2020 (remainder of)	$	2,636
2021		9,644
2022		7,862
2023		6,115
2024		4,722
Thereafter		28,571
Total	$	59,550


													Outstanding Balance at
	Current		Extended		Weighted Average		Pledged Asset			Maximum			September 30,			December 31,
	Maturity		Maturity (a)		Pricing		Carrying Value			Facility Size			2020			2019
Repurchase Agreements:
Commercial Loans	May 2021 to Aug 2025	(b)	May 2023 to Mar 2029	(b)	(c)		$	6,643,722		$	8,747,538	(d)	$	4,556,665		$	3,640,620
Residential Loans	Jun 2022		N/A		LIBOR + 2.64%			37,046			400,000			23,866			11,835
Infrastructure Loans	Feb 2022		N/A		LIBOR + 2.00%			244,862			500,000			206,288			188,198
Conduit Loans	Feb 2021 to Jun 2023		Feb 2022 to Jun 2024		LIBOR + 1.93%			171,497			350,000			127,162			86,575
CMBS/RMBS	Oct 2020 to Dec 2029	(e)	Aug 2021 to Jun 2030	(e)	(f)			1,155,313			750,544			634,791	(g)		682,229
Total Repurchase Agreements								8,252,440			10,748,082			5,548,772			4,609,457
Other Secured Financing:
Borrowing Base Facility	Apr 2022		Apr 2024		LIBOR + 2.25%			50,194			650,000	(h)		37,594			198,955
Commercial Financing Facility	Mar 2022		Mar 2029		GBP LIBOR + 1.75%	��		95,077			76,721			76,721			—
Residential Financing Facility	Sep 2022		Sep 2025		3.50%			—			250,000			—			—
Infrastructure Acquisition Facility	Sep 2021		Sep 2022		(i)			710,572			701,370			572,382			603,642
Infrastructure Financing Facilities	Jul 2022 to Oct 2022		Oct 2024 to Jul 2027		LIBOR + 2.11%			583,319			1,250,000			464,487			428,206
Property Mortgages - Fixed rate	Nov 2024 to Aug 2052	(j)	N/A		4.00%			1,288,513			1,077,800			1,077,800			1,196,492
Property Mortgages - Variable rate	Nov 2021 to Jul 2030		N/A		(k)			926,495			927,300			908,906			696,503
Term Loan and Revolver	(l)		N/A		(l)			N/A	(l)		516,000			396,000			399,000
FHLB	Feb 2021		N/A		1.99%			948,409			1,600,000			619,500			867,870
Total Other Secured Financing								4,602,579			7,049,191			4,153,390			4,390,668
							$	12,855,019		$	17,797,273			9,702,162			9,000,125
Unamortized net discount														(9,908)			(8,347)
Unamortized deferred financing costs														(76,362)			(85,730)
													$	9,615,892		$	8,906,048


	Repurchase		Other Secured
	Agreements		Financing		CLO			Total
2020 (remainder of)	$	80,429	$	311,142	$	—		$	391,571
2021		764,290		782,007		—			1,546,297
2022		1,364,073		547,960		—			1,912,033
2023		1,108,155		706,658		—			1,814,813
2024		843,591		235,852		—			1,079,443
Thereafter		1,388,234		1,569,771		936,375	(a)		3,894,380
Total	$	5,548,772	$	4,153,390	$	936,375		$	10,638,537


							Remaining
	Coupon			Effective		Maturity	Period of		Carrying Value at
	Rate			Rate (1)		Date	Amortization		September 30, 2020		December 31, 2019
2021 Senior Notes (February)	3.63	%	(2)	3.89	%	2/1/2021	0.3	years	$	500,000	$	500,000
2021 Senior Notes (December)	5.00	%		5.32	%	12/15/2021	1.2	years		700,000		700,000
2023 Convertible Notes	4.38	%		4.86	%	4/1/2023	2.5	years		250,000		250,000
2025 Senior Notes	4.75	%	(3)	5.04	%	3/15/2025	4.5	years		500,000		500,000
Total principal amount										1,950,000		1,950,000
Unamortized discount—Convertible Notes										(2,826)		(3,610)
Unamortized discount—Senior Notes										(8,790)		(12,144)
Unamortized deferred financing costs										(3,829)		(5,624)
Carrying amount of debt components									$	1,934,555	$	1,928,622
Carrying amount of conversion option equity components recorded in additional paid-in capital for outstanding convertible notes									$	3,755	$	3,755


	September 30, 2020
	Conversion	Conversion
	Rate (1)	Price (2)
2023 Convertible Notes	38.5959	$	25.91


	Commercial Loans				Residential Loans
	Face Amount		Proceeds		Face Amount		Proceeds
For the Three Months Ended September 30,
2020	$	151,295	$	157,497	$	478,911	$	499,321
2019		262,528		274,714		545,976		569,590
For the Nine Months Ended September 30,
2020	$	487,130	$	509,890	$	1,443,691	$	1,487,761
2019		787,160		826,932		886,187		921,602


Type of Derivative	Number of Contracts	Aggregate Notional Amount	Notional Currency	Maturity
Fx contracts – Buy Euros ("EUR")	1	1,915	EUR	November 2022
Fx contracts – Sell EUR	289	250,530	EUR	October 2020 – November 2025
Fx contracts – Sell Pounds Sterling ("GBP")	120	373,948	GBP	October 2020 – May 2024
Fx contracts – Sell Australian dollar ("AUD")	13	126,546	AUD	August 2021 – November 2021
Interest rate swaps – Paying fixed rates	56	1,755,593	USD	March 2023 – September 2030
Interest rate swaps – Receiving fixed rates	2	970,000	USD	January 2021 - March 2025
Interest rate caps	22	951,462	USD	October 2020 – April 2025
Credit index instruments	4	69,000	USD	September 2058 – August 2061
Interest rate swap guarantees	6	383,080	USD	March 2022 – June 2025
Total	513


	Fair Value of Derivatives				Fair Value of Derivatives
	in an Asset Position (1) as of				in a Liability Position (2) as of
	September 30,		December 31,		September 30,		December 31,
	2020		2019		2020		2019
Interest rate contracts	$	38,479	$	14,385	$	3,097	$	—
Interest rate swap guarantees		—		—		958		614
Foreign exchange contracts		25,805		14,558		9,397		7,834
Credit index instruments		541		—		—		292
Total derivatives	$	64,825	$	28,943	$	13,452	$	8,740